TCR_Public/160520.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, May 20, 2016, Vol. 20, No. 141

                            Headlines

207 AINSLIE: Taps Goldberg Weprin as Legal Counsel
21ST CENTURY ONCOLOGY: S&P Cuts CCR to 'CCC', On CreditWatch Neg
2654 HIGHWAY: Wells Fargo Files Defective Dismissal Motion
2747 CAMELBACK: Hires Franklin Hayward as Litigation Counsel
30DC INC: Incurs $65,000 Net Loss in Third Quarter

315 ARDEN: Court Extends Exclusive Solicitation Period to June 24
477 WEST: Ch.11 Trustee Taps R.A. Cohen & Assoc as Managing Agent
A.D.R. KROPVELD: Chapter 15 Case Summary
AEOLUS PHARMACEUTICALS: Incurs $2.53-Mil. Net Loss in 2nd Quarter
AFFORDABLE MED: Judge Denies Bid to Appoint Examiner

AIRPORT ROAD: Case Summary & 3 Unsecured Creditors
ALBANY MOLECULAR: S&P Affirms 'B' CCR, Outlook Stable
ALBO HARDWARE: Hires Gary Best as Real Estate Broker
ALLEGHENY TECHNOLOGIES: Notes Issuance No Impact on Moody's B2 CFR
ALLWAYS EAST: Hires Klinger & Klinger as Accountant

AMERICAN POWER: Delays Filing of March 31 Form 10-Q
AOG ENTERTAINMENT: Hires Kurtzman Carson as Administrative Agent
AOG ENTERTAINMENT: Hires Willkie Farr as Counsel
AOG ENTERTAINMENT: Taps Moelis & Company as Investment Banker
APPLIED MINERALS: Incurs $537,000 Net Loss in First Quarter

APX GROUP: S&P Affirms 'B' CCR, Off CreditWatch Negative
ARC TECH: Case Summary & 2 Unsecured Creditors
ARKANOVA ENERGY: Incurs $557,000 Net Loss in Second Quarter
ATLAS RESOURCE: S&P Lowers CCR to 'CCC-', Outlook Negative
BACK9NETWORK INC: Court Approves CohnReznick as Accountants

BEN MOSS: Receives Creditor Protection in Canada
BERNARD L. MADOFF: Fund Inches Closer to Victim Payouts
BGM PASADENA: Asks for 90-Day Extension of Exclusivity Period
BH GRP: Hires Bankruptcy Center of Louisiana as Counsel
BIND THERAPEUTICS: Court OKs Interim Cash Collateral Use

BIOLIFE SOLUTIONS: Incurs $1.49 Million Net Loss in First Quarter
BLUEGREENPISTA: Ch 11 Trustee Hires Pearson Realty as Broker
BOARDWALK PIPELINES: S&P Rates New Sr. Unsecured Notes 'BB+'
BREITBURN ENERGY: Hires Prime Clerk as Administrative Agent
BREITBURN ENERGY: Judge Wife's Connections Not Grounds for Recusal

BREITBURN ENERGY: Meeting to Form Creditors' Panel Set for May 26
BROOKLYN EVENTS: Seeks Approval to Hire MYC & Assoc. as Broker
BROWARD COUNTY HFA: Moody's Lowers Rating on 2006A Bonds to B2
BUFFETS LLC: Court OKs Auction Nation as Master Lease Auctioneer
BUILDERS FIRSTSOURCE: To Redeem $35-Mil. of 7.625% Senior Notes

BUY WHOLESALE: Case Summary & 20 Largest Unsecured Creditors
BX ACQUISITIONS: Wins Approval to Sell Personal Property
CAESARS ENTERTAINMENT: Files Second Amended Plan of Reorganization
CANEJAS S.E.: Seeks to Hire ODV as Appraiser
CANEJAS S.E.: Taps Zayas Morazzani as Accountant

CAPE COD COMMERCIAL: Hires B Erickson Group as Fin' l Advisor
CAPLEASE CDO 2005-1: Moody's Affirms B3 Rating on Cl. D Notes
CARLMAC-MCKINNON'S: Wants Exclusive Plan Filing to End Sept. 16
CAYOT REALTY: Taps Kurtzman Matera as Legal Counsel
CENGAGE LEARNING: S&P Affirms 'B' CCR, Outlook Remains Stable

CENTRAL BEEF IND: Hires Garcia & Ortiz as Accountant
CENVEO INC: S&P Lowers CCR to 'CC' on Debt Exchange Offer
CHAPARRAL ENERGY: 341 Meeting of Creditors Set for June 17
CHAPARRAL ENERGY: Court Orders Joint Administration of Cases
CHAPARRAL ENERGY: U.S. Trustee Unable to Appoint Committee

CHARTER COMMUNICATIONS: Fitch Hikes Issuer Default Ratings to BB+
CHC GROUP: 341 Meeting of Creditors Set for June 13
CHC GROUP: Court Orders Joint Administration of Cases
CHC GROUP: Granted Protections of Bankruptcy Code
CHESAPEAKE ENERGY: S&P Lowers Corporate Credit Rating to 'SD'

CICERO INC: Incurs $602,000 Net Loss in First Quarter
CLAIRE'S STORES: S&P Raises CCR to 'CCC-' on Bond Exchange
COLLAVINO CONSTRUCTION: Port Authority to Pay $12.3M to End Row
COLOR LANDSCAPES: U.S. Trustee Unable to Appoint Committee
COMMSCOPE HOLDING: Moody's Hikes Corporate Family Rating to Ba3

CONNTECH PRODUCTS: Committee Proposes Ch. 11 Trustee
CONSTELLATION ENTERPRISES: Creditors' Panel Meeting Set for May 25
CONSTELLATION ENTERPRISES: Hires Epiq Bankruptcy as Claims Agent
COOPER-STANDARD HOLDINGS: S&P Affirms 'BB-' CCR, Outlook Positive
CORWIN PLACE: Taps Robert O. Lampl as Legal Counsel

COTIVITI CORP: S&P Puts 'B' CCR on CreditWatch Positive
CREDITCORP: S&P Affirms 'B' ICR, Outlook Remains Negative
DEFINED DIAGNOSTICS: Hires Teneo as Investment Banker
DEI TRANSPORTATION: Wants Aug. 17 Exclusive Plan Filing Deadline
DELL INC: Fitch Maintains 'BB' IDR on CreditWatch Positive

DEX MEDIA: Hires Epiq Bankruptcy as Claims & Noticing Agent
DJ SIMMONS: Court OKs Interim Cash Collateral Use Through July 15
DJWV1 LLC: Case Summary & 4 Unsecured Creditors
DRAFTDAY FANTASY: Posts $1.59 Million Net Income for Third Quarter
EARTH HOUSE: Hires Andre L. Kydala as Bankruptcy Counsel

EAST AFRICA DRILLING: Court Approves Jameson as Counsel
EAST ORANGE: Deadline to Remove Suits Extended to Aug. 8
ECI HOLDCO: S&P Retains 'B+' Rating on 1st-Lien Credit Facility
ELEPHANT TALK: Incurs $4.31 Million Net Loss in First Quarter
ELKVIEW RECLAMATION: Case Summary & 6 Unsecured Creditors

EMERALD FALLS: U.S. Trustee Objects to Hiring of Conner & Winters
EMERALD OIL: Commitee Taps Whiteford Taylor as Delaware Counsel
EMERALD OIL: Creditors' Committee Hires Akin Gump as Co-Counsel
ENERGY XXI: Porter Hedges Tapped as Counsel to EPL Board
EPICENTER PARTNERS: Taps Stinson Leonard as Bankruptcy Counsel

ERNEST GEORGE ALTMANN: Court Denies Bid to Stay All Hearings
EXTREME PLASTICS: Hires FTI Consulting as Investment Banker
EXTREME PLASTICS: Wants Exclusive Plan Filing Extended to Aug. 31
EZ MAILING: Has Until Aug. 10 to Assume or Reject West Gulf Lease
FAIRMOUNT SANTROL: S&P Raises CCR to 'B-', Outlook Negative

FAIRWAY GROUP: S&P Assigns 'B' Rating on $55MM DIP Term Loan
FEDERAL IDENTIFICATION: Taps Ciardi as Legal Counsel
FERRETERIA PALOMAS: Taps Justiniano Law Offices as Bankr. Counsel
FIFTH STREET: Fitch Plans to Withdraw 'BB' Long-Term IDR
FLORHAM PARK SURGERY: Panel Taps Rabinowitz Lubetkin as Counsel

FLOUR CITY BAGELS: Judge Approves Bruegger's Standstill Deal
FOREST PARK MEDICAL: Hires Brusniak as Property Tax Consultant
FOUNDATION HEALTHCARE: Incurs $2.54 Million Net Loss in Q1
FPMC AUSTIN REALTY: $115MM Sale to St. David's Approved
FUSION TELECOMMUNICATIONS: Incurs $4.06 Million Net Loss in Q1

GOGO INC: Moody's Assigns B3 Corporate Family Rating
GOLDEN BAND: Court Extends Stay of Bankruptcy Proceedings
GREENSHIFT CORP: Needs More Time to File March 31 Form 10-Q
GRIFFON CORP: S&P Affirms 'BB-' Rating on $600MM Sr. Unsec. Notes
HAIMARK LINE: Taps Brownstein Hyatt as Legal Counsel

HALCON RESOURCES: Has Deal to Restructure $3-Bil.+ Debt
HALCON RESOURCES: Reaches Balance Sheet Restructuring Agreement
HALYARD HEALTH: S&P Lowers CCR to BB-, Off CreditWatch Negative
HARBORVIEW TOWERS COUNCIL: Defers Ruling on Bid to Dismiss Case
HEALTH DIAGNOSTIC: Court Approves Amended Liquidating Plan

HOCHHEIM PRAIRIE: S&P Revises Outlook to Neg. & Affirms B+ Rating
HRG GROUP: Fitch Affirms 'B' Issuer Default Rating
ICAHN ENTERPRISES: S&P Lowers ICR to 'BB+', Off CreditWatch
INMOBILIARIA BAFCO: Hires Zayas Morazzani as Accountant
INMOBILIARIA BAFCO: Seeks Court Approval to Hire ODV as Appraiser

JACKSON SUTTER: Seeks to Hire Faranoas as Litigation Counsel
JADECO CONSTRUCTION: Hires Shafferman & Feldman as Bankr. Counsel
JILL HOLDINGS: S&P Affirms 'B' CCR, Outlook Stable
JPS COMPLETION: Taps Jordan Hyden as Bankruptcy Counsel
JULIAN CHARTER: S&P Affirms BB- Rating on 2015 Bonds, Outlook Neg

KALOBIOS PHARMACEUTICALS: Delays Filing of March 31 Form 10-Q
KEY ENERGY: Moody's Lowers CFR to Ca, Retains Neg. Outlook
LEARFIELD COMMUNICATIONS: S&P Lowers Rating on $376MM Loan to 'B'
LEXI DEVELOPMENT: Asserts Ch. 11 Case Stays Foreclosure Suit
LIFE TIME FITNESS: S&P Affirms 'B' CCR; Outlook Stable

LIFEPOINT HEALTH: Fitch Assigns BB Rating on $400MM Sr. Notes
LINNCO LLC: Gets Delisting Notice from NASDAQ
LITTLE KENTUCKY: Case Summary & 2 Unsecured Creditors
MARINA BIOTECH: Posts $414,000 Net Income for First Quarter
MCCORKLE CONCRETE: Case Summary & 20 Largest Unsecured Creditors

MCDERMOTT INTERNATIONAL: S&P Raises Rating on $500MM Notes to 'BB'
MEDICAL INVESTORS: Hires Goldman Associates as Appraiser
MEDICAL INVESTORS: Taps Caldwell & Riffee as Bankruptcy Counsel
MEMORIAL RESOURCE: S&P Puts 'B' CCR on CreditWatch Positive
MICHAEL KING: US Trustee Directed to Appoint Ch. 11 Trustee

MOBIVITY HOLDINGS: Incurs $1.28 Million Net Loss in First Quarter
MOUSSIE PROCESSING: Case Summary & 2 Unsecured Creditors
MPH ACQUISITION: S&P Affirms 'B+' CCR, Off CreditWatch Negative
MUSCLEPHARM CORP: Closes Sale of BioZone Laboratories for $8.3M
NEWBURY COMMON: Hires Diserio Martin as Real Estate Counsel

NGPL PIPECO: S&P Raises ICR to 'B+', Off CreditWatch Positive
NORANDA ALUMINUM: Seeks to Extend Deadline to Remove Suits
NORSE-STAR JERSEYS: U.S. Trustee Unable to Appoint Committee
NORTEL NETWORKS: U.S. Judge Speeds Cash Fight to Appeals Panel
NORTHERN OIL: S&P Lowers CCR to 'CCC+', Outlook Negative

NORWEGIAN AIR: Fitch Corrects May 4 Release
NUWELD INC: Case Summary & 20 Largest Unsecured Creditors
OAKS OF PRAIRIE: Exclusive Plan Filing Deadline Extended to Aug. 4
OFFICE DEPOT: Moody's Hikes Corporate Family Rating to B1
OMINTO INC: Delays Filing of March 31 Form 10-Q

OMNICOMM SYSTEMS: Incurs $879,000 Net Loss in First Quarter
PALM HARBOR: Hires Thomas C. Little as Bankruptcy Counsel
PASSAIC HEALTHCARE: Judge Orders Dismissal of Chapter 11 Cases
PASSAIC HEALTHCARE: Surcharge of McKesson Collateral Approved
PENNYMAC FINANCIAL: S&P Assigns 'B+' ICR, Outlook Stable

PERMIAN RESOURCES: S&P Revises CCR to 'SD'
PFS HOLDING: Moody's Affirms B3 CFR & Revises Outlook to Stable
PHILADELPHIA ENERGY: S&P Affirms 'B+' CCR, Outlook Negative
PHILADELPHIA SCHOOL: Fitch Rates 2016 Bond Tranches 'BB-'
PHILLIPOS RESTAURANT: Hires Forchelli Curto as General Counsel

PICO HOLDINGS: Activist Bloggers Criticize Hart Compensation
PIONEER HEALTH: Court OKs Hiring of HMP as Financial Advisor
PIONEER HEALTH: Stay Motion Must Be Served to Parties, Clerk Says
PK GOLDEN LION: U.S. Trustee Unable to Appoint Committee
POSTROCK ENERGY: Court Issues Final Cash Collateral Order

POWELL VALLEY: Hires Markus Williams as Bankruptcy Counsel
PRIME SECURITY: Moody's Raises CFR to B1 on ADT Acquisition
PRINTPACK HOLDINGS: Moody's Raises CFR to B2, Outlook Stable
QUANTUM FUEL: Wins Court's Final Nod to Use Cash Collateral
QUICKSILVER RESOURCES: Judge Extends Deadline to Remove Suits

RANGE RESOURCES: S&P Affirms 'BB+' CCR, Outlook Remains Negative
REGATTA CONSTRUCTION: Voluntary Chapter 11 Case Summary
REGATTA PROPERTY: Voluntary Chapter 11 Case Summary
REPUBLIC AIRWAYS: Committee Wins OK to Retain SkyWorks as Advisor
REPUBLIC AIRWAYS: Court Refuses to Stay Rulings on Delta Agreements

REPUBLIC AIRWAYS: Says $75MM DIP from Delta Necessary
RESPONSE BIOMEDICAL: Incurs C$1.25 Million Net Loss in 1st Quarter
RGL RESERVOIR: Moody's Lowers CFR to Caa3, Outlook Negative
RICOCHET ENERGY: Case Summary & 20 Largest Unsecured Creditors
RIO CONSTRUCTION: U.S. Trustee Unable to Appoint Committee

RIVERSIDE PLAZA: Can Use Cash to Pay Breugelmans on Interim Basis
RIVERSIDE PLAZA: Lender Pursues Stay Relief or Case Dismissal
S-3 PUMP SERVICE: Bid to Secure Indebtedness From FleetCor OK'd
SABBATICAL INC: Case Summary & 13 Unsecured Creditors
SAMMY EL JAMAL: U.S. Trustee Appoints Creditors' Committee

SANDRIDGE ENERGY: S&P Lowers CCR to 'D' on Chapter 11 Filing
SDI SOLUTIONS: Section 341 Meeting of Creditors to Be Continued
SHEEHAN PIPE LINE: Proposes July 14 Deadline for Filing Claims
SHORE LANDS: Case Summary & 10 Unsecured Creditors
SIRIUS INTERNATIONAL: Fitch Cuts Preference Shares Ratings to 'BB+'

SIRIUS XM: Moody's Rates New $750MM Unsec. Notes Issuance 'Ba3'
SKYHIGH PROPERTY: Case Summary & 20 Largest Unsecured Creditors
SPINNERET ACQUISITIONS: Committee Hires Blakeley as Counsel
SPORTS AUTHORITY: DIP Financing Has Final Approval
STACR 2016-DNA2: Moody's Assigns Ba2 Rating on Cl. M-3A Notes

STATION CASINOS: Moody's Puts B2 CFR on Review for Upgrade
STATION CASINOS: S&P Raises CCR to 'BB-', Off CreditWatch Positive
STONE ENERGY: S&P Lowers CCR to 'D' on Missed Interest Payment
STONE ENERGY: To Cure Borrowing Base Deficiency by Installments
SYNTAX-BRILLIAN: Bid to Vacate Order Admitting Evidence Denied

TAJ GRAPHICS: Court Denies Former Attorney's Fee Application
TEREX CORP: S&P Retains 'BB' CCR on CreditWatch Negative
TEXAS PELLETS: Can Obtain $3.4 Million Financing from UMB Bank
TEXAS PELLETS: Court Favors $180K Management Services Agreement
TIERRA DEL REY: Christopher Barclay Named Chapter 11 Trustee

TMX FINANCE: S&P Affirms 'B' ICR, Outlook Remains Negative
TOPS HOLDING: S&P Lowers CCR to 'B-', Outlook Stable
TRANSCARE CORP: Zohar Funds Seek Bankruptcy Probe
TRANSOCEAN INC: Fitch Cuts LT Issuer Default Rating to 'B+'
TRANSOCEAN INC: S&P Lowers CCR to 'BB-', Outlook Negative

TRI-G GROUP: U.S. Trustee Unable to Appoint Committee
TXU CORP: Loan Due October 2014 Trades at 69% Off
TXU CORP: Loan Due October 2017 Trades at 68% Off
UNIVERSAL HEALTH: Bids to Dismiss Suit vs. Warburg Pincus Denied
UNIVERSAL SOFTWARE: Case Summary & 20 Largest Unsecured Creditors

US CONCRETE: S&P Assigns 'BB-' Rating on New $350MM Unsec. Notes
USF HOLDINGS: S&P Lowers Rating on Sr. Secured Debt to 'B'
VALEANT PHARMA: Has Until July 18 to Cure Indenture Default
VEREIT OPERATING: S&P Assigns 'BB+' Rating on $500MM Sr. Notes
VERMILLION INC: Incurs $4.89 Million Net Loss in First Quarter

VERTICAL COMPUTER: Incurs $700,000 Net Loss in First Quarter
VESTIS RETAIL: 341 Meeting of Creditors Set for May 26
VESTIS RETAIL: Judge Sets Deadlines for Filing Claims
VOYAGER TRANSIT: Hires Eric A. Liepins as Bankruptcy Counsel
WOODVILLE LUMBER: Goverment Units Have Until Oct. 3 to File Claims

ZUCKER GOLDBERG: PNC, MidFirst Object to Bid to Consolidate Suits
[*] Linn Bankruptcy Boosts HY Bond Default Rate to 13%, Fitch Says
[^] BOOK REVIEW: BOARD GAMES - Changing Shape of Corporate Power

                            *********

207 AINSLIE: Taps Goldberg Weprin as Legal Counsel
--------------------------------------------------
207 Ainslie, LLC seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to hire Goldberg Weprin Finkel
Goldstein LLP as its counsel.

The Debtor tapped the firm to:

     (a) provide the Debtor with necessary legal advice in
         connection with the operation of its business and
         property during the Chapter 11 case and its          
         responsibilities and duties as a debtor-in-possession;

     (b) represent the Debtor in all proceedings before the
         bankruptcy court and the U.S. trustee;

     (c) review and prepare all necessary legal papers on the
         Debtor's behalf; and

     (d) protect the Debtor's interests concerning pending
         litigation relating to the disputed rights of first
         refusal.

Goldberg’s current billing rates for bankruptcy matters are as
follows:

     Professionals       Hourly Rate
     -------------       -----------
     Partners              $495  
     Associates            $275 - $425

Kevin Nash, Esq., at Goldberg, disclosed in a declaration that no
member of his firm has an interest which would disqualify the firm
from retention as counsel for the Debtor.

The firm can be reached through:

     Kevin Nash
     Goldberg Weprin Finkel Goldstein LLP
     1501 Broadway, 22nd Floor
     New York, New York 10036

                        About 207 Ainslie

207 Ainslie, LLC sought protection under Chapter 11 of the
Bankruptcy Code in the Eastern District of New York (Brooklyn)
(Case No. 16-41426) on April 1, 2016.  

The petition was signed by Harry Einhorn, manager. The case is
assigned to Judge Nancy Hershey Lord.

The Debtor disclosed total assets of $14 million and total debts of
$5.07 million.


21ST CENTURY ONCOLOGY: S&P Cuts CCR to 'CCC', On CreditWatch Neg
----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Fort
Myers, Fla.-based cancer care provider 21st Century Oncology
Holdings Inc. to 'CCC' from 'B-' and placed the rating on
CreditWatch with negative implications.

At the same time, S&P lowered its rating on subsidiary 21st Century
Oncology Inc.'s senior secured debt to 'CCC' from 'B-' and placed
the rating on CreditWatch with negative implications.  The recovery
rating on this debt remains '3', reflecting S&P's expectation for
meaningful (50%-70%, at the upper end of the range) recovery in the
event of payment default.  In addition, S&P lowered its rating on
the subsidiary's senior unsecured debt to 'CC' from 'CCC' and
placed the rating on CreditWatch with negative implications.  The
recovery rating on this debt remains '6', indicating S&P's
expectation for negligible (0%-10%) recovery in the event of
default.

"The downgrade reflects a significant escalation in the risk of a
near-term default if the company is unable to file its form 10-K
for the fiscal year-ended Dec. 31, 2015, in the next 30 days
following the receipt of a notice of default from its lenders,"
said S&P Global Ratings credit analyst Matthew O'Neill.  The
negative CreditWatch reflects the potential for a multiple notch
downgrade if the company is unable to file its 10-K within the cure
period, which S&P believes will significantly escalate the risk of
a bankruptcy filing.

S&P continues to assess liquidity as adequate.  S&P's assessment of
adequate liquidity relies heavily on the company's substantial cash
balances, as well as S&P's expectation that the company will
generate about $25 million in 2016 funds from operations, offset by
about $40 million in capital expenditures.  However, S&P do not
believe that the company is in a position to refinance an
acceleration of the entire capital structure.

S&P will continue to monitor developments to ascertain their impact
on the ratings.  To the extent that the company is unable to file
its financials within the 30-day window or obtain a waiver from its
lender group, S&P could lower the rating multiple notches, as S&
would view a bankruptcy filing as increasingly unavoidable.  If the
company is able to obtain a waiver from the relevant debt holders,
S&P will reassess the rating once the 2015 financial statements are
available.


2654 HIGHWAY: Wells Fargo Files Defective Dismissal Motion
----------------------------------------------------------
Wells Fargo Bank, N.A., as Trustee for the Registered Holders of
the GE Business Loan Pass-Through Certificates, Series 2004-2, as
Beneficiaries, asks the U.S. Bankruptcy Court for the District of
Kansas, to dismiss or, in the alternative, convert 2654 Highway
169, LLC's Chapter 11 case to a Chapter 7 liquidation.

David D. Zimmerman, Clerk of the U.S. Bankruptcy Court found Wells
Fargo's Motion to be defective as no opportunity to object to the
entire matrix was filed. Mr. Zimmerman refused to take action on
Wells Fargo's Motion and schedule a hearing, until Wells Fargo
corrects the deficiency within 14 days from May 2, 2016, or May 16,
2016.

Wells Fargo asserts that the chapter 11 case had been filed in bad
faith. It contends that the following factors for dismissal, among
others, is present:

     (1) The case does not serve a valid bankruptcy purpose, such
as preserving a going concern or maximizing the value of the
Debtor's Estate.

     (2) The case was filed merely to obtain a tactical litigation
advantage.

     (3) The case concerns a dispute between two parties.

     (4) The case is a single asset real estate case.

     (5) There are very few unsecured creditors that are
collectively owed a nominal amount.

     (6) There is no ongoing business or employees.

Wells Fargo Bank, N.A., as Trustee for the Registered Holders of GE
Business Loan Pass-Through Certificates, Series 2004-2, as
Beneficiaries, is represented by:

          Jay N. Selanders, Esq.
          Samuel L. Blatnick, Esq.
          KUTAK ROCK LLP
          Two Pershing Square
          Suite 800
          2300 Main Street
          Kansas City, MO 64108-2416
          Telephone: (816)960-0090
          Facsimile: (816)960-0041
          E-mail: Jay.selanders@kutakrock.com
                 samuel.blatnick@kutakrock.com

                      About 2654 Highway 169

2654 Highway 169, LLC, commenced a case (Bankr. D. Kansas Case No.
16-10644) under Chapter 11 of the Bankruptcy Code on April 13,
2016.

The Company disclosed estimated assets of $10 million to $50
million and estimated debts of $10 million to $50 million.  The
petition was signed by Andrew Lewis, managing member.

The case is assigned to Hon. Robert E. Nugent.


2747 CAMELBACK: Hires Franklin Hayward as Litigation Counsel
------------------------------------------------------------
2747 Camelback LLC seeks permission from the U.S. Bankruptcy Court
for the Northern District of Texas to employ Franklin Hayward LLP
as their Special Litigation Counsel.

The Debtor owns certain real property and improvements, consisting
of approximately 4.8 acres in the City of Phoenix, Arizona. On
November 4, 2011, an unknown party filed a Development Cooperation
Agreement in the real property records of Mariposa County, Arizona.
The DCA purports to contemplate a deed restriction intended to
benefit property owners and their successors within 600 feet of the
Property.

On the Petition Date (May 4, 2016), the Debtor filed adversary
proceeding against, inter alia, all owners of property within 600
feet of the Property.

G&I VII CD Road, LLC owns one of the properties within 600 feet of
the Property, but the Debtor did not include G&I VII as a defendant
of the First Adversary because the Debtor's general bankruptcy
counsel, Munsch Hardt Kopf & Harr P.C., had a conflict of interest
with respect to G&I VII.

The Debtor requires F&H to represent the Debtor in a separate
adversary against G&I VII.

F&H will be paid at these hourly rates:

     Mr Julian Vasek, Associate                     $300
     Paralegals                                     $150

The Debtor provided F&H with a retainer in the amount of $5,000,
which was transferred to F&H form Munsch Hardt and was deducted
from the retainer that Munsch Hardt was holding as of the Petition
Date. F&H will hold the retainer and only apply it as authorized by
the Bankruptcy Court.

F&H will also be reimbursed for reasonable out-of-pocket expenses
incurred.

Julian Vasek, associate in the law firm of Franklin Hayward 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.

F&H can be reached at:

      Julian R. Vasek, Esq.
      Franklin Hayward LLP
      10501 N. Central Expy., Suite 106
      Dallas, TX 75231
      Tel: 972-755-7100
      Fax: 972-755-7110
      E-mail: jvasek@franklinhayward.com

2747 Camelback, LLC, based in Dallas, Texas, filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 16-31846) on May 4, 2016.  The
Hon. Harlin DeWayne Hale presides over the case.  Davor Rukavina,
Esq., at MUNSCH, HARDT, KOPF & HARR, P.C., serves as counsel to the
Debtor.

In its petition, the Debtor estimated $10 million to $50 million in
both assets and debts.  The petition was signed by Scott Ellington,
authorized signatory.


30DC INC: Incurs $65,000 Net Loss in Third Quarter
--------------------------------------------------
30DC, Inc., filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing a net loss of $64,620 on
$118,618 of total revenue for the three months ended March 31,
2016, compared to a net loss of $295,147 on $43,689 of total
revenue for the same period in 2015.

For the nine months ended March 31, 2016, the Company reported a
net loss of $468,713 on $414,378 of total revenue compared to a net
loss of $482,160 on $696,516 of total revenue for the nine months
ended March 31, 2015.

As of March 31, 2016, 30DC had $1.15 million in total assets, $2.55
million in total liabilities and a total stockholders' deficit of
$1.39 million.

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

                      https://is.gd/wQ9u3i

                        About 30DC Inc.

New York-based 30DC, Inc., provides Internet marketing services
and related training to help Internet companies in operating their
businesses.  It operates in two divisions, 30 Day Challenge and
Immediate Edge.

30DC reported a net loss of $1.59 million on $738,000 of total
revenue for the year ended June 30, 2015, compared to net income of
$58,918 on $2.35 million of total revenue for the year ended June
30, 2014.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended June 30, 2015, citing that the Company has accumulated losses
from operations since inception and has a working capital deficit
as of June 30, 2015.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.


315 ARDEN: Court Extends Exclusive Solicitation Period to June 24
-----------------------------------------------------------------
The Hon. Barry Russell of the U.S. Bankruptcy Court for the Central
District of California has extended, at the behest of 315 Arden
LLC, the exclusive period to gain acceptance of its Plan of
Reorganization through and including June 24, 2016,.

As reported by the Troubled Company Reporter on April 22, 2016, the
Debtor filed and served its proposed Disclosure Statement and Plan
of Reorganization on Dec. 28, 2015.  The Court approved the
Disclosure Statement at a hearing on March 23 and set a
confirmation hearing for June 7.  The Debtor told the Court that "a
competing plan of reorganization being filed at this stage of the
case is highly unlikely.  Nevertheless, the benefits of preserving
exclusivity through the requested extension unequivocally outweigh
the risks of opening the door to competing plans, no matter how
minor that risk may be."

315 Arden, LLC, based in Los Angeles, Calif., owns a business
property, which consists of 56,628 sq. feet of land, with a
one-story commercial building consisting of 22,680 sq. feet,
including fixtures and improvements.  

The Debtor filed for Chapter 11 bankruptcy (Bankr. C.D. Cal. Case
No. 15-26483) on Oct. 27, 2015.  Hon. Barry Russell presides over
the case.   In its petition, 315 Arden estimated $1 million to $10
million in both assets and liabilities.  The petition was signed by
Tzepah Freedland, managing member.

The Debtor is represented by Sandford Frey, Esq., and Stuart I.
Koenig, Esq., at Creim Macias Koenig & Frey, LLP.


477 WEST: Ch.11 Trustee Taps R.A. Cohen & Assoc as Managing Agent
-----------------------------------------------------------------
Gregory M. Messer, Esq., the Chapter 11 Trustee of the estate of
477 West 142nd Street Housing Dev. Fund Corp., filed with the U.S.
Bankruptcy Court for the Southern District of New York a second
supplemental application asking the Court to approve the
employment of R.A. Cohen & Associates Inc., effective as of March
30, 2016, as managing agent to the Chapter 11 Trustee and the
estate, to manage the real property known as, and located at 477
West 142nd Street, New York, New York.

The current market value rents for the premises are:

      (a) $7,500 in the aggregate for the 4 commercial spaces; and
      (b) approximately $21,000 in the aggregate for the 8
          apartment units (at roughly $2,600 each).

At a monthly aggregate rent amount of $28,300, a 5% managing agent
fee would be over $1,400 per month.  Cohen is proposing charging,
as a courtesy to the Chapter 11 Trustee, $1,500 per month.  As
stated in the application and supplement, Cohen's usual minimum fee
is $2,500 per month, and he has graciously offered the Chapter 11
Trustee a significant discount in this case.  Given the
extraordinary efforts this sensitive building has required and will
require (Cohen already advanced some insurance monies for the
benefit of all interested parties), the fee as proposed is
reasonable.

The Chapter 11 Trustee submits that Cohen will provide valuable
services for the Chapter Trustee in preserving and maximizing the
value of the estate.

Consequently, the Chapter 11 Trustee, in the exercise of his
prudent business judgment, believes that the retention of Cohen as
managing agent to the Chapter 11 Trustee and this estate is in the
best interests of this estate and its creditors, and should be
approved by the Court.

Cohen can be reached at:

          R.A. Cohen & Associates, Inc.
          250 Park Avenue, Suite 1901
          New York, NY 10177
          Tel: (212) 972-5900
          Fax:(212) 972-8443
          E-mail: info@racohen.com
          Website: http://www.racohen.com/

The Chapter 11 Trustee is represented by:

          Adam P. Wofse, Esq.
          A Partner of the Firm
          LAMONICA HERBST & MANISCALCO, LLP
          3305 Jerusalem Avenue
          Wantagh, NY 11793
          Tel: (516) 826-6500
          E-mail: AWofse@LHMLawFirm.com

477 West 142nd Street Housing Dev. Fund Corp. filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Case No. 15-12178) on Aug.
5, 2015.


A.D.R. KROPVELD: Chapter 15 Case Summary
----------------------------------------
Chapter 15 Petitioner: Karen Raichbach-Segal, Adv.

Chapter 15 Debtor: A.d.r. Kropveld Diamonds Ltd.
                   54 Bezalel Street
                   Ramat Gan Tel-Aviv 52521
                   Israel

Chapter 15 Case No.: 16-17143

Chapter 15 Petition Date: May 18, 2016

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Chapter 15 Petitioner's Counsel: Thomas R. Lehman, Esq.
                                 LEVINE KELLOGG LEHMAN SCHNEIDER +

                                 GROSSMAN LLP
                                 201 S Biscayne Blvd. 22nd Floor
                                 Miami, FL 33131
                                 Tel: 305.403.8788
                                 Fax: 305.403.8789
                                 E-mail: trl@lklsg.com

Estimated Assets: Not Indicated

Estimated Debts: Not Indicated


AEOLUS PHARMACEUTICALS: Incurs $2.53-Mil. Net Loss in 2nd Quarter
-----------------------------------------------------------------
Aeolus Pharmaceuticals, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss attributable to common stockholders of $2.53 million on
$565,000 of contract revenue for the three months ended March 31,
2016, compared to a net loss attributable to common stockholders of
$712,000 on $1.18 million of contract revenue for the same period
in 2015.

For the six months ended March 31, 2016, the Company reported a net
loss attributable to common stockholders of $4.14 million on
$870,000 of contract revenue compared to a net loss attributable to
common stockholders of $1.41 million on $2.11 million of contract
revenue for the six months ended March 31, 2015.

As of March 31, 2016, Aeolus had $6.26 million in total assets,
$1.23 million in total liabilities and $5.02 million in total
stockholders' equity.

The Company had cash and cash equivalents of $4,509,000 on
March 31, 2016, and $94,000 on Sept. 30, 2015.  The increase in
cash was primarily due to cash received in the December 2015
financing.

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

                      https://is.gd/Z3oPKa

                  About Aeolus Pharmaceuticals

Mission Viejo, California-based Aeolus Pharmaceuticals, Inc., is a
Southern California-based biopharmaceutical company leveraging
significant government investment to develop a platform of novel
compounds in oncology and biodefense.  The platform consists of
over 200 compounds licensed from Duke University and National
Jewish Health.

The Company's lead compound, AEOL 10150, is being developed as a
medical countermeasure ("MCM") against the pulmonary sub-syndrome
of acute radiation syndrome ("Pulmonary Acute Radiation Syndrome"
or "Lung-ARS") as well as the gastrointestinal sub-syndrome of
acute radiation syndrome ("GI-ARS").  Both syndromes are caused by
acute exposure to high levels of radiation due to a radiological
or nuclear event.  It is also being developed for use as a MCM for
exposure to chemical vesicants such as chlorine gas, sulfur
mustard gas and nerve agents.

Aeolus reported a net loss of $2.62 million for the fiscal year
ended Sept. 30, 2015, compared to a net loss of $80,000 for the
fiscal year ended Sept. 30, 2014.


AFFORDABLE MED: Judge Denies Bid to Appoint Examiner
----------------------------------------------------
Affordable Med Scrubs, LLC, has failed to convince a bankruptcy
judge to appoint an official to investigate the validity of
FirstMerit Bank N.A.'s claim.  

Judge Mary Ann Whipple of the U.S. Bankruptcy Court for the
Northern District of Ohio on May 18 denied the proposed appointment
of an examiner, saying the appointment "is not at this time in the
best interest of creditors."

"Due to the lack of financial resources to support the requested
appointment, such appointment is not at this time in the best
interest of creditors or other interests of the estate," Judge
Whipple said.

In the same order, the bankruptcy judge also denied Affordable
Med's request to amend a prior ruling that allowed the company to
use cash collateral.

Affordable Med wanted the prior ruling amended to allow an examiner
or the company to investigate claims against FirstMerit, according
to court filings.

                   About Affordable Med Scrubs

Affordable Med Scrubs, LLC sought protection under Chapter 11 of
the Bankruptcy Code in the Northern District of Ohio (Toledo) (Case
No. 15-33448) on October 24, 2015.  The petition was signed by
Robert Zubrow, president.  

The Debtor is represented by James M. Perlman, Esq. The case is
assigned to Judge Mary Ann Whipple.  

The Debtor estimated both assets and liabilities in the range of $1
million to $10 million.


AIRPORT ROAD: Case Summary & 3 Unsecured Creditors
--------------------------------------------------
Debtor: Airport Road Mining Company, LLC
        6450 S. Perryville Rd.
        Buckeye, AZ 85326

Case No.: 16-05651

Chapter 11 Petition Date: May 18, 2016

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Hon. Madeleine C. Wanslee

Debtor's Counsel: Daniel E. Garrison, Esq.
                  ANDANTE LAW GROUP, PLLC
                  Scottsdale Financial Center I
                  4110 North Scottsdale Road, Suite 330
                  Scottsdale, AZ 85251
                  Tel: 480-421-9449
                  Fax: 480-522-1515
                  E-mail: dan@andantelaw.com

                    - and -

                  Fay Marie Waldo, Esq.
                  ANDANTE LAW GROUP, PLLC
                  Scottsdale Financial Center I
                  4110 North Scottsdale Road, Suite 330
                  Scottsdale, AZ 85251
                  Tel: 480-421-9449
                  Fax: 480-522-1515
                  E-mail: fay@andantelaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Steven E. Bales, manager.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/azb16-05651.pdf


ALBANY MOLECULAR: S&P Affirms 'B' CCR, Outlook Stable
-----------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
Albany, N.Y.-based Albany Molecular Research Inc.  The outlook is
stable.

At the same time, S&P lowered the rating on the senior secured
first-lien credit facility, consisting of a $30 million revolver
due 2020 and $430 senior secured term loan B due 2021, to 'B' from
'B+'.  S&P revised the recovery rating on this debt to '3' from
'2'.  The '3' recovery rating reflects expectations for meaningful
(50%-70%, at the low end of the range) recovery in the event of a
default.

S&P is affirming the 'CCC+' rating on the company's senior
unsecured $150 million convertible notes due 2018.  The recovery
rating on this debt is '6', indicating expectations for negligible
(0%-10%) recovery in the event of a default.

"Our affirmation of the 'B' corporate credit rating reflects our
expectation that the company's operations and growth strategy will
keep leverage high, but we believe the steadiness of cash
generation from complex API manufacturing will support the current
rating," said S&P Global Ratings credit analyst Matthew Todd.  S&P
projects the company's adjusted leverage to remain in the 6.5x to
7x range with positive discretionary cash flow, consistent with
other 'B' rated peers.  S&P believes that the company will continue
to be acquisitive to reach its stated $1 billion revenue goal by
2018, although S&P do not expect another large acquisition in the
next year, given the company's required integration of two sizable
and several tuck-in acquisitions since 2014.

AMRI's acquisition of Euticals is accretive to the company's scale,
geographic diversity, and customer base, but the company is still
more of a niche outsource manufacturer compared to the size and
breadth of offerings of its rated rivals.  Following the
acquisitions of Euticals and Gadea, the company is very focused on
the API segment of drug manufacturing, generating the majority of
revenue from that business.  The company enjoys meaningful barriers
to entry from the regulation of API manufacturing facilities and
the company's focus on complex molecules, but this advantage is
partially offset by its negotiation handicap due its relatively
small size compared with its largest customers.  Despite a slow
first quarter, S&P believes the company will ramp up capacity and
meet S&P's base case scenario.

S&P's stable outlook reflects its expectation that the company's
management has the experience to integrate the group of recent
acquisitions while maintaining positive discretionary cash flow.
The stable outlook is reinforced by the predictability of revenue
due to already contracted API and development business that is
unlikely to move to competitors in the near term.

S&P believes that the greatest downside risk stems from an
unpredictable regulatory suspension or fines because S&P do not
believe that the company has the ability to quickly shift
manufacturing capacity or absorb the financial impact of such an
event.  The company's operational history indicates that this is a
low-probability event, but any indication of a regulatory
injunction will likely result in a lower rating.

Secondly, S&P believes that if manufacturing capacity issues force
it to lower its full-year revenue growth forecast by 500 basis
points and S&P's EBITDA margin by 300 basis points, it would
consider lowering the rating.  Upstream pricing pressure,
especially in the generic market, could also cause the referenced
revenue and margin decline, leading to a potential downgrade.  S&P
believes this pricing pressure is less likely compared to other
manufacturers because of the company's focus on complex molecules,
including cytotoxic and controlled substances.

S&P views corporate credit rating upside as limited for the next
year, given the company's growth plans and management's limited
track record at the company.  S&P expects additional debt from
future acquisitions to keep leverage above the 5x threshold for two
years or longer, offsetting projected EBITDA growth.


ALBO HARDWARE: Hires Gary Best as Real Estate Broker
----------------------------------------------------
Albo Hardware, LLC, asks the U.S. Bankruptcy Court for the District
of Arizona to employ real estate broker Gary Best of Keller
Williams Southern Arizona.

The Debtor requires the services of Keller Williams for an opinion
valuation for the property located at 2757 E. 5th Street, Tucson,
Arizona.

The Debtor wishes to employ Keller Williams to provide an opinion
on the Property.

Mr. Best will be paid $150 per hour for his services.

Mr. Best, a broker at Keller Williams, assures the Court that the
company doesn't hold any interest or connections adverse to the
Debtor, creditors or any other party in interest, their respective
attorneys and accountants, the U.S. Trustee, or any other person
employed in the Office of the U.S. Trustee, and that the Company is
a disinterested person or entity ad defined in 11 U.S.C. Section
101(14).

The Firm can be reached at:

      Keller Williams Southern Arizona
      1745 E River Road, Suite 245
      Tucson, AZ 85718

Tucson, Arizona-based Boal Land Holdings, LLC (Bankr. D. Ariz. Case
No. 14-08829) and affiliate Albo Hardware, LLC (Bankr. D. Ariz.
Case No. 14-08827) each filed for Chapter 11 bankruptcy protection
on June 9, 2014.  The petitions were signed by Kenneth Allen,
member.

Judge Eileen W. Hollowell presides over the Boal Land case, while
Judge Brenda Moody Whinery presides over the Albo Hardware case.

John C. Smith, Esq., and Julia L. Matter, Esq., at Gerald K. Smith
& John C. Smith Law Offices, PLLC, serve as the Debtors' bankruptcy
counsel.

Boal Land estimated its assets and liabilities at between $1
million and $10 million each.

Albo Hardware estimated its assets at between $100,000 and $500,000
and liabilities at between $500,000 and $1 million.


ALLEGHENY TECHNOLOGIES: Notes Issuance No Impact on Moody's B2 CFR
------------------------------------------------------------------
Moody's Investors Service said that Allegheny Technologies
Incorporated's (ATI -- B2 Corporate Family Rating, negative
outlook) proposed issuance of convertible notes has no impact on
ATI's rating. Proceeds will be used for general corporate purposes,
which may include contributions to the defined benefit pension
trust or repurchases, repayment or refinancing of debt. This
transaction is largely viewed as neutral as Moody's standard
adjustments include recording as debt underfunded pension
obligations and recognizing imputed interest expense.

Headquartered in Pittsburgh, Pennsylvania, ATI is a diversified
producer and distributor of components and specialty metals such as
titanium and titanium alloys, nickel-based alloys and stainless and
specialty steel alloys. For the twelve months ended March 31, 2016
the company generated revenues of $3.4.billion.


ALLWAYS EAST: Hires Klinger & Klinger as Accountant
---------------------------------------------------
Allways East Transportation Inc. asks for permission from the U.S.
Bankrutpcy Court for the Southern District of New York to employ
Klinger & Klinger, LLP, as accountant, to perform necessary
accounting services for the Debtor including but not limited to tax
preparation and analysis, assistance meeting required reporting
obligations, and assistance preparing and implementing a plan of
reorganization, and as may be further necessary.

K&K will provide these services to the Debtor:
   
      (a) preparation/review and assistance with the preparation/
          review of monthly Debtor-in-Possession operating reports

          including notes as to the status of tax liabilities and
          other indebtedness;

      (b) preparation of compiled financial statements as of the
          date of filing of the Chapter 11 petition;

      (c) review of existing accounting systems and procedures and

          establishing of new systems and procedures, if
          necessary;

      (d) preparation of all required local, State and Federal tax

          filings;

      (e) negotiation, if necessary, with representatives from
          taxing authorities regarding liabilities; and

      (f) projections and financials related to the plan of
          reorganization process.

K&K will be paid these hourly rates:

          Partners                                  $350
          Staff Accountants                         $225
          Paraprofessionals/Administrative
            Assistant                               $125

On April 27, 2016, K&K received a pre-petition retainer from the
Debtor in conjunction with the filing of this Chapter 11 case in
the amount of $10,000.  None of the pre-petition retainer was paid
towards or on account of any antecedent debt owed to K&K by the
Debtor within the Section 547 period.

Lee Klinger, CPA, a member of K&K, assures the Court that the Firm
is not connected with the Debtor, its creditors, or other
parties-in-interest, that the Firm does not have any direct or
indirect
relationship to, connection with or interest in the Debtor or other
parties-in-interest, or represent an interest adverse to the Debtor
or to the estate with respect to the matters for which K&K is to be
engaged, and that the Firm does not represent or hold any
interest that is adverse to the estates with respect to the matters
with which it will be employed, as defined by Section 327(e) of the
Bankruptcy Code.

K&K can be reached at:

          Klinger & Klinger, LLP
          633 3rd Avenue, Suite 2713
          New York, New York 10017

Headquartered in Yonkers, New York, Allways East Transportation
Inc. filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 16-22589) on April 28, 2016, estimating its assets and
liabilities at between $1 million and $10 million each.  The
petition was signed by Marlaina Koller, vice president.  

Judge Robert D. Drain presides over the case.

Erica Feynman Aisner, Esq., and Julie Cvek Curley, Esq., at
Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, serves as the
Debtor's bankruptcy counsel.

The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.


AMERICAN POWER: Delays Filing of March 31 Form 10-Q
---------------------------------------------------
American Power Group Corp filed with the U.S. Securities and
Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its quarterly report on Form 10-Q for the quarter ended
March 31, 2016, saying that additional time is required in order to
prepare and file its Form 10-Q.  The Company further represents
that the Form 10-Q will be filed by no later than the 5th calendar
day following the date on which the Form 10-Q was due.

The Company anticipates reporting revenues of approximately
$609,000 for the three months ended March 31, 2016, as compared to
approximately $474,000 for the three months ended March 31, 2015.
The increase was primarily due to increased domestic vehicular
revenue.  Because the Company's dual fuel technology displaces
higher cost diesel fuel with lower cost and cleaner burning natural
gas, the recent decrease in oil/diesel pricing has impacted the
timing of dealer restocking orders and the implementation schedules
of existing and prospective customers in the near term due to the
current tighter price spread between diesel and natural gas.

The Company anticipates reporting a net loss of approximately
$1,487,000 for the three months ended March 31, 2016, as compared
to net income of approximately $92,000 for the three months ended
March 31, 2015.  The results for the three months ended March 31,
2016, and 2015 reflect the inclusion of approximately $7,000 and
$1.32 million, respectively, of other non-cash income associated
with the revaluation of certain outstanding investor warrants.
As a result of the net losses incurred to date, the Registrant
anticipates reporting a net working capital deficit of
approximately $825,000 at March 31, 2016. as compared to working
capital of approximately $186,000 at March 31, 2015.

                    About American Power Group

American Power Group's alternative energy subsidiary, American
Power Group, Inc., provides a cost-effective patented Turbocharged
Natural Gas conversion technology for vehicular, stationary and
off-road mobile diesel engines.  American Power Group's dual fuel
technology is a unique non-invasive energy enhancement system that
converts existing diesel engines into more efficient and
environmentally friendly engines that have the flexibility to run
on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and
compressed natural gas; (3) diesel fuel and pipeline or well-head
gas; and (4) diesel fuel and bio-methane, with the flexibility to
return to 100 percent diesel fuel operation at any time.  The
proprietary technology seamlessly displaces up to 80% of the
normal diesel fuel consumption with the average displacement
ranging from 40 percent to 65 percent.  The energized fuel balance
is maintained with a proprietary read-only electronic controller
system ensuring the engines operate at original equipment
manufacturers' specified temperatures and pressures.  Installation
on a wide variety of engine models and end-market applications
require no engine modifications unlike the more expensive invasive
fuel-injected systems in the market.  Additional information at
http://www.americanpowergroupinc.com/         

For the 12 months ended Sept. 30, 2015, the Company reported a net
loss available to common shareholders of $1.04 million on $2.95
million of net sales compared to a net loss available to common
shareholders of $920,000 on $6.28 million of net sales for the 12
months ended Sept. 30, 2014.

As of Sept. 30, 2015, American Power had $11.12 million in total
assets, $11.34 million in total liabilities and a total
stockholders' deficit of $226,217.


AOG ENTERTAINMENT: Hires Kurtzman Carson as Administrative Agent
----------------------------------------------------------------
AOG Entertainment, Inc., et al., ask for permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Kurtzman Carson Consultants LLC as administrative agent, nunc pro
tunc to the Petition Date.

A hearing on the request is set for June 2, 2016, at 10:30 a.m.
(Eastern time).  Objections to the hiring of KCC must be filed by
May 26, 2016, at 4:00 p.m. (Eastern time).

KCC's services include:

      a. assisting with, among other things, solicitation,
balloting,
         tabulation and calculation of votes, as well as preparing

         any appropriate reports, as required in furtherance of
         confirmation of plan(s) of reorganization;

      b. generating an official ballot certification and
         testifying, if necessary, in support of the ballot
         tabulation results;

      c. gathering data in conjunction with the preparation, and
         assist with the preparation, of the Debtors' schedules of

         assets and liabilities and statements of financial
         affairs;

      d. managing and coordinating any distributions pursuant to a
         confirmed plan of reorganization or otherwise; and

      e. providing other processing, solicitation, balloting and
         other administrative services described in the Agreement,

         but not included in the Section 156(c) application, as
         may be requested from time to time by the Debtors, the
         Court or the Clerk.

Prior to the Petition Date, and as disclosed in the Section 156(c)
application, the Debtors provided KCC with a retainer in the amount
of $20,000.  KCC may apply its retainer to all prepetition invoices
and, thereafter, KCC may hold its retainer under the agreement
during the Chapter 11 cases as security for the payment of expenses
incurred under the agreement.

KCC intends to apply to the Court for the allowance of compensation
and reimbursement of out-of-pocket expenses incurred after the
Petition Date in connection with the performance of the
professional services in accordance with the applicable provisions
of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules,
General Order M-412, the guidelines established by the Office of
the U.S. Trustee and further orders of this Court.

Evan J. Gershbein, Senior Vice President of Corporate Restructuring
Services at KCC, tells the Court that KCC: (a) does not have any
material adverse connection with the Debtors, the Debtors'
creditors or any other party in interest or its respective
attorneys and accountants, the U.S. Trustee, or any person employed
in the Office of the U.S. Trustee; and (b) does not hold or
represent an interest materially adverse to the Debtors' estates.

KCC represents, among other things, that:

      a. KCC is not a creditor of the Debtors;

      b. KCC will not consider itself employed by the U.S.
         government and will not seek any compensation from the
         U.S. government in its capacity as the administrative
         agent in these Chapter 11 cases;

      c. by accepting employment in these Chapter 11 cases, KCC
         waives any rights to receive compensation from the U.S.
         government as administrative agent;

      d. in its capacity as the administrative agent in these
         Chapter 11 cases, KCC will not be an agent of the U.S.
         and will not act on behalf of the U.S.;

      e. KCC will not employ any past or present employees of the
         Debtors in connection with its work as the administrative

         agent in these Chapter 11 cases; and

      f. in its capacity as administrative agent in these Chapter
         11 cases, KCC will not intentionally misrepresent any
         fact to any person.

KCC can be reached at:

      Kurtzman Carson Consultants LLC
      2335 Alaska Avenue
      El Segundo, CA 90245
      Attn: Drake D. Foster
      Tel: (310) 823-9000
      Fax: (310) 823-9133
      E-mail: dfoster@kccllc.com

                     About AOG Entertainment

CORE Entertainment Inc. and its subsidiaries own, produce, develop
and commercially exploit entertainment content.  The Company's
portfolio of world-class brands and entertainment properties
includes participation in the "IDOL"-branded shows, including
American Idol, Deutschland sucht den Superstar, Nouvelle Star and
more than fifty other franchises shown around the world, and the
popular television series "So You Think You Can Dance".  The
Company conducts its primary business activities through its
subsidiary groups, including 19 Entertainment.

CORE Entertainment Inc. and 47 other affiliates each filed a
Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-11087
to 16-11134, respectively) on April 28, 2016, two days prior to the
expiration of their forbearance agreement with (a) certain lenders
holding the requisite amount of loans under a first lien term loan
facility; and (b) Crestview Media Investors, L.P., as lender under
the first lien term loan facility and a second lien term loan
facility.  Pursuant to the Forbearance Agreements, the lenders
agreed to forbear from exercising their remedies on account of any
missed payments or certain alleged defaults under the Term Loan
Agreements.

The Debtors estimated assets and liabilities in the range of $100
million to $500 million.

The Debtors have hired Willkie Farr & Gallagher LLP as counsel,
Moelis & Company, LLC as financial advisor, PricewaterhouseCoopers
LLP as auditors and tax consultants and Kurtzman Carson Consultants
LLC as claims, noticing and administrative agent.

The cases are pending joint administration under AOG
Entertainment, Inc., Case No. 16-11090 before the Honorable Stuart
M. Bernstein.


AOG ENTERTAINMENT: Hires Willkie Farr as Counsel
------------------------------------------------
AOG Entertainment, Inc., et al., seek permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
the law firm of Willkie Farr & Gallagher LLP as counsel to the
Debtors nunc pro tunc to the commencement of these Chapter 11
cases.

A hearing on the request is set for June 2, 2016, at 10:30 a.m.
(Eastern time).  Objections to the hiring must be filed by May 26,
2016, at 4:00 p.m. (Eastern time).

Willkie Farr will:

      (a) prepare, on behalf of the Debtors, as debtors in
          possession, all necessary motions, applications,
          answers, orders, reports and papers in connection with
          the administration of these cases;

      (b) counsel the Debtors with regard to their rights and
          obligations as debtors in possession in the continued
          operation of their businesses and the management of
          their estates;

      (c) provide the Debtors with advice, represent the Debtors
          and prepare all necessary documents on behalf of the
          Debtors in the areas of corporate finance, employee
          benefits, real estate, tax and bankruptcy law,
          commercial litigation, debt restructuring and asset
          dispositions in connection with their restructuring
          efforts;

      (d) represent and advise the Debtors in negotiations with
          their lenders, other creditors, equity holders and other

          parties in interest;

      (e) advise the Debtors with respect to actions to protect
          and preserve the Debtors' estates during the pendency of

          these cases, including the prosecution of actions by the

          Debtors, the defense of actions commenced against the
          Debtors, negotiations concerning litigation in which the

          Debtors are involved and objections to claims filed
          against the estates; and

      (f) perform all other necessary or requested legal services
          in connection with these Chapter 11 cases, including,
          without limitation, any general corporate and litigation

          legal services.

Willkie Farr informed the Debtors that, subject to this Court's
approval, it will bill at its standard hourly rates subject to any
reduction of such rates as may be agreed between the firm and the
Debtors, which currently are: $925-$1,350 for partners and of
counsel; $915 for special counsel; $320-$900 for associates; and
$140-$360 for paraprofessionals.  

The current hourly rates for the firm's attorneys with primary
responsibility for this matter are:

      (a) Matthew A. Feldman (Partner – Business Reorganization
&
          Restructuring), $1,350;

      (b) Paul V. Shalhoub (Partner – Business Reorganization &
          Restructuring), $1,350;

      (c) Mark A. Cognetti (Partner – Corporate & Financial
          Services), $1,225;

      (d) Matthew Freimuth (Partner – Litigation), $925;

      (e) Andrew S. Mordkoff (Associate – Business Reorganization

          & Restructuring), $800;

      (f) Gabriel Brunswick (Associate – Business Reorganization
&
          Restructuring), $595; and

      (g) Gail L. Hyman (Associate – Business Reorganization &
          Restructuring), $595.

The Debtors believe these rates are consistent with market rates
for comparable services, and have been informed that the firm sets
its hourly rates on an annual basis.  These hourly rates are
subject to periodic adjustments (typically on October 1st of each
year) to reflect economic and other conditions.  Willkie Farr will
provide notice of any rate increases to the Debtors, the U.S.
Trustee for the Southern District of New York and any official
committee appointed in these cases.

In accordance with the Guidelines for Reviewing Applications for
Compensation and Reimbursement of Expenses Filed Under 11 U.S.C.
Section 330 by attorneys in larger Chapter 11 cases, Willkie Farr
will apply for compensation for professional services rendered and
reimbursement of expenses incurred in connection with the Debtors'
Chapter 11 cases in compliance with sections 330 and 331 of the
Bankruptcy Code and applicable provisions of the Bankruptcy Rules,
Local Rules and any other applicable procedures and orders of the
Court.  The firm also intends to make every effort to comply with
the U.S. Trustee's requests for information and additional
disclosures as set forth in the Appendix B Guidelines, both in
connection with this application and the interim and final fee
applications to be filed by the firm in these Chapter 11 cases.

No variations or alternatives were agreed to with respect to the
standard or customary billing arrangements postpetition period,
although we continue to discuss with the Debtors a potential
reduction based on a number of factors.  

No professionals included in this engagement vary their
rate based on the geographic location of the bankruptcy case

Paragraph 13 of the Feldman Declaration discloses the payments
received by Willkie Farr from the Debtors prior to the Petition
Date.  There has been no change in the billing rates and material
financial terms from the prepetition period to the postpetition
period.  However, WF&G agreed to reduce its time charged by ten
percent for the services provided prior to the Petition Date.

The Debtors have approved a budget and staffing plan for the
period of April 28, 2016 through July 28, 2016.

Matthew A. Feldman, a member of Willkie Farr, tells the Court that
none of the representations or relationships recited above would
give rise to a finding that Willkie Farr represents or holds an
interest adverse to the Debtors with respect to the services for
which the firm would be retained.

                     About AOG Entertainment

CORE Entertainment Inc. and its subsidiaries own, produce, develop
and commercially exploit entertainment content.  The Company's
portfolio of world-class brands and entertainment properties
includes participation in the "IDOL"-branded shows, including
American Idol, Deutschland sucht den Superstar, Nouvelle Star and
more than fifty other franchises shown around the world, and the
popular television series "So You Think You Can Dance".  The
Company conducts its primary business activities through its
subsidiary groups, including 19 Entertainment.

CORE Entertainment Inc. and 47 other affiliates each filed a
Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-11087
to 16-11134, respectively) on April 28, 2016, two days prior to the
expiration of their forbearance agreement with (a) certain lenders
holding the requisite amount of loans under a first lien term loan
facility; and (b) Crestview Media Investors, L.P., as lender under
the first lien term loan facility and a second lien term loan
facility.  Pursuant to the Forbearance Agreements, the lenders
agreed to forbear from exercising their remedies on account of any
missed payments or certain alleged defaults under the Term Loan
Agreements.

The Debtors estimated assets and liabilities in the range of $100
million to $500 million.

The Debtors have hired Willkie Farr & Gallagher LLP as counsel,
Moelis & Company, LLC as financial advisor, PricewaterhouseCoopers
LLP as auditors and tax consultants and Kurtzman Carson Consultants
LLC as claims, noticing and administrative agent.

The cases are pending joint administration under AOG
Entertainment, Inc., Case No. 16-11090 before the Honorable Stuart
M. Bernstein.


AOG ENTERTAINMENT: Taps Moelis & Company as Investment Banker
-------------------------------------------------------------
AOG Entertainment, Inc., et al., seek permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Moelis & Company LLC to serve as investment banker and financial
advisor effective nunc pro tunc to the Petition Date.

A hearing on the request is set for June 2, 2016, at 10:30 a.m.
(Eastern time).  Objections to the hiring must be filed by May 26,
2016, at 4:00 p.m. (Eastern time).

Moelis will:

      (a) assist the Debtors in reviewing and analyzing the
          Debtors' results of operations, financial condition and
          business plan;

      (b) assist the Debtors in reviewing and analyzing a
          potential Restructuring;

      (c) assist the Debtors in negotiating a Restructuring;

      (d) be available to the Debtors' management and board of
          directors to discuss a potential Restructuring;

      (e) assist in the development of financial data and
          presentations to the Debtors' board of directors;

      (f) provide strategic advice with regard to restructuring or

          refinancing the Debtors' obligations in a restructuring;

      (g) provide financial advice and assistance in developing
          and seeking approval of a Plan (including a plan
          proposed in these cases);

      (h) provide expert testimony on matters mutually agreed upon

          in good faith, if requested; and

      (i) provide other investment banking and financial advisory
          services in connection with a restructuring as Moelis
          and the Debtors may mutually agree upon.

Moelis will be paid:

       (a) Monthly Fee: $125,000 per month, payable in advance of
          each month.  The Debtors will pay the Monthly Fee prior
          to each monthly anniversary of the date of the
          Engagement Letter.  Whether or not a restructuring
          occurs, Moelis will earn and be paid the Monthly Fee
          every month during the term of the Engagement Letter.
          50% of each Monthly Fee, after the third Monthly Fee
          (i.e., starting on Sept. 5, 2015), will be offset, to
          the extent previously paid, against any Restructuring
          Fee earned;

      (b) Restructuring Fee: $2.25 million upon the closing of a
          restructuring.

The Debtors have applied, or expect to apply, to the Court to
retain (a) Willkie Farr and Gallagher LLP, as general bankruptcy
counsel; (b) Kurtzman Carson Consultants LLC, as claims, noticing
and administrative agent; (c) PricewaterhouseCoopers LLP, as
independent auditors and tax consultants; and (d) other
professionals used by the Debtors in the ordinary course.  The
Debtors are very mindful of the need to avoid duplication of
services and appropriate procedures will be implemented to ensure
that there is minimal duplication of effort as a result of Moelis'
retention as investment banker and financial advisor.  The Debtors
understand that Moelis will use its reasonable efforts to work
cooperatively with the Debtors' other professionals to integrate
any respective work performed by those professionals on behalf of
the Debtors.

The Debtors request that the requirements of Local Rule 2016-1, the
Amended Guidelines and the Trustee Guidelines be tailored to the
nature of Moelis' engagement and its compensation structure.
Moelis has requested, pursuant to Section 328(a) of the Bankruptcy
Code, payment of its fees on a fixed-rate and fixed-percentage
basis.  Additionally, it is not the general practice of investment
banking firms to keep detailed time records similar to those
customarily kept by attorneys.

Moelis' restructuring personnel, when formally retained in Chapter
11 cases, and when required by Local Rules, do, and in these
chapter 11 cases, will, keep summary time records in hourly
increments describing their daily activities and the identity of
persons who performed such tasks.  Apart from the time recording
practices, however, Moelis' restructuring personnel do not maintain
their time records on a project category basis.  As such, the
Debtors request modification of the requirements under Local Rule
2016 1, the Amended Guidelines and the Trustee Guidelines.

Zul Jamal, managing director at Moelis, assures the Court that the
company has no relationships or connections with the Debtors,
neither he, the company, nor any of its professionals: (a) is a
creditor, equity security holder or insider of the Debtors; (b) is
or has been within two years before the Petition Date, a director,
officer or employee of the Debtors; or (c) has any interest
materially adverse to the interests of the Debtors' estates or of
any class of creditors or equity security holders, by reason of any
direct or indirect relationship to, connection with, or interest
in, the Debtors, or for any other reason.  Mr. Jamal tells the
Court that Moelis is a disinterested person as that term is defined
in section 101(14) of the Bankruptcy Code and does not hold or
represent an interest adverse to the Debtors or their estates.

Moelis can be reached at:

          Zul Jamal
          Managing Director
          Moelis & Company
          399 Park Avenue, 5th Floor
          New York, NY 10022
          Tel: (212) 883-3813
          E-mail: zul.jamal@moelis.com

                     About AOG Entertainment

CORE Entertainment Inc. and its subsidiaries own, produce, develop
and commercially exploit entertainment content.  The Company's
portfolio of world-class brands and entertainment properties
includes participation in the "IDOL"-branded shows, including
American Idol, Deutschland sucht den Superstar, Nouvelle Star and
more than fifty other franchises shown around the world, and the
popular television series "So You Think You Can Dance".  The
Company conducts its primary business activities through its
subsidiary groups, including 19 Entertainment.

CORE Entertainment Inc. and 47 other affiliates each filed a
Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-11087
to 16-11134, respectively) on April 28, 2016, two days prior to the
expiration of their forbearance agreement with (a) certain lenders
holding the requisite amount of loans under a first lien term loan
facility; and (b) Crestview Media Investors, L.P., as lender under
the first lien term loan facility and a second lien term loan
facility.  Pursuant to the Forbearance Agreements, the lenders
agreed to forbear from exercising their remedies on account of any
missed payments or certain alleged defaults under the Term Loan
Agreements.

The Debtors estimated assets and liabilities in the range of $100
million to $500 million.

The Debtors have hired Willkie Farr & Gallagher LLP as counsel,
Moelis & Company, LLC as financial advisor, PricewaterhouseCoopers
LLP as auditors and tax consultants and Kurtzman Carson Consultants
LLC as claims, noticing and administrative agent.

The cases are pending joint administration under AOG
Entertainment, Inc., Case No. 16-11090 before the Honorable Stuart
M. Bernstein.


APPLIED MINERALS: Incurs $537,000 Net Loss in First Quarter
-----------------------------------------------------------
Applied Minerals, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $537,142 on $1 million of revenues for the three months ended
March 31, 2016, compared to a net loss of $4.19 million on $162,747
of revenues for the three months ended March 31, 2015.

As of March 31, 2016, Applied Minerals had $7 million in total
assets, $23.09 million in total liabilities and a total
stockholders' deficit of $16.08 million.

"The Company has a history of recurring losses from operations and
use of cash in operating activities.  For the three months ended
March 31, 2016, the Company's net loss was $537,142 and cash used
in operating activities was $904,301.  In addition, at March 31,
2016, the Company had a working capital deficiency of $361,567,
which includes $1,113,727 of accrued PIK Note interest and $148,851
of payables for which the Company believes it has a statute of
limitations defense.  Furthermore, the Company last obtained
financing in November 2014 but cannot provide any assurance that it
will be able to raise additional financing if needed.
Collectively, these factors raise substantial doubt about the
Company's ability to continue as a going concern."

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

                       https://is.gd/Z3npoE

                      About Applied Minerals

New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a
leading global producer of halloysite clay used in the development
of advanced polymer, catalytic, environmental remediation, and
controlled release applications.  The Company operates the Dragon
Mine located in Juab County, Utah, the only commercial source of
halloysite clay in the western hemisphere.  Halloysite is an
aluminosilicate clay that forms naturally occurring nanotubes.

Applied Minerals reported a net loss of $10.3 million in 2014, a
net loss of $13.06 million in 2013 and a net loss of $9.73 million
in 2012.


APX GROUP: S&P Affirms 'B' CCR, Off CreditWatch Negative
--------------------------------------------------------
S&P Global Ratings said it affirmed its 'B' corporate credit rating
on Provo, Utah-based APX Group Holdings Inc. (also known as Vivint)
and removed the rating from CreditWatch, where S&P had placed it
with negative implications on March 22, 2016.  The rating outlook
is stable.

At the same time, S&P affirmed its 'B' issue-level rating on the
company's senior secured notes due 2019 and 2022.  The recovery
rating remains '4', which indicates S&P's expectation for average
(30%-50%; upper half of the range) recovery in the event of a
payment default.  S&P also affirmed its 'CCC+' issue-level rating
on the company's senior unsecured notes due 2020.  The recovery
rating remains '6', which indicates S&P's expectation for
negligible (0%-10%) recovery in the event of a payment default.

In addition, S&P assigned its 'B' issue-level rating and '4'
recovery rating to the company's proposed $350 million senior
secured notes due 2022.  The '4' recovery rating indicates S&P's
expectation for average recovery (30%-50%; upper half of the range)
of principal in the event of a payment default.

"The rating actions follow the announcement of an equity investment
of $70 million by a consortium completed April 25, 2016 and the
proposed $350 million senior secured notes offering," said Standard
& Poor's credit analyst Kenneth Fleming.

Vivint plans to use $200 million of the notes proceeds to fund
growth while the remainder will be used to repurchase existing
notes.  These transactions improve the liquidity position of Vivint
and should enable the company to continue its significant
investment in subscribers and negative free cash flow over the
coming year.  S&P's base case assumes low-double-digit growth in
subscribers, steady client attrition rates of about 12%, and
recurring monthly revenue growth in the low-double digits in the
next 12 months.  Vivint's growing subscriber base and recurring
subscription revenues increase the potential for free cash flow in
a lower growth environment.  S&P has revised its assessment of
Vivint's liquidity to adequate from less than adequate.

The stable outlook reflects S&P's expectation that Vivint will
continue to service its growing debt and maintain adequate
liquidity based on improvement in operating performance and
continued growth in recurring revenue and subscribers despite high
leverage, significant expenditures to grow its subscriber base, and
weak free operating cash flow from operations.  Ultimately, S&P
expects that Vivint will transition to a lower growth mode of
operations where the company will generate positive free operating
cash flow.


ARC TECH: Case Summary & 2 Unsecured Creditors
----------------------------------------------
Debtor: Arc Tech, Inc.
        1085 Lockcuff Road
        Williamsport, PA 17701

Case No.: 16-02114

Chapter 11 Petition Date: May 18, 2016

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Williamsport)

Judge: Hon. John J Thomas

Debtor's Counsel: Mark J. Conway, Esq.
                  LAW OFFICES OF MARK J CONWAY PC
                  502 South Blakely Street
                  Dunmore, PA 18512
                  Tel: 570 343-5350
                  Fax: 570 343-5377
                  E-mail: info@mjconwaylaw.com

                     - and -

                  Brian E Manning, Esq.
                  502 South Blakely Street, Suite B
                  Dunmore, PA 18512
                  Tel: 570-558-1126
                  Fax: 866-559-9808
                  E-mail: BrianEManning@comcast.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Timothy J. Satterfield, president.

A list of the Debtor's two largest unsecured creditors is available
for free at http://bankrupt.com/misc/pamb16-02114.pdf


ARKANOVA ENERGY: Incurs $557,000 Net Loss in Second Quarter
-----------------------------------------------------------
Arkanova Energy Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $557,443 on $64,869 of total revenue for the three months ended
March 31, 2016, compared to a net loss of $1.05 million on $92,157
of toal revenue for the same period in 2015.

For the six months ended March 31, 2016, the Company reported a net
loss of $1.19 million on $151,805 of total revenue compared to  a
net loss of $1.78 million on $250,308 of total revenue for the six
months ended March 31, 2015.

As of March 31, 2016, Arkanova had $2.57 million in total assets,
$18.71 million in total liabilities and a total stockholders'
deficit of $16.14 million.

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

                       https://is.gd/YE2CDA

                           About Arkanova

Austin, Tex.-based Arkanova Energy Corporation is a junior
producing oil and gas company and is also engaged in the
acquisition, exploration and development of prospective oil and
gas properties.  It holds mineral leases in Delores County, Lone
Mesa State Park, Colorado and leasehold interests located in
Pondera and Glacier Counties, Montana.

Arkanova reported a net loss of $3.32 million on $452,686 of total
revenue for the year ended Sept. 30, 2015, compared to a net loss
of $3 million on $844,303 of total revenue for the year ended Sept.
30, 2014.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Sept. 30, 2015, citing that the Company has incurred
cumulative losses since inception and has negative working capital,
which raises substantial doubt about its ability to continue as a
going concern.


ATLAS RESOURCE: S&P Lowers CCR to 'CCC-', Outlook Negative
----------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Atlas
Resource Partners L.P. to 'CCC-' from 'B-'.  The outlook is
negative.

At the same time, S&P lowered the issue-level rating on the
company's outstanding unsecured notes to 'C' from 'CCC'.  The '6'
recovery rating reflects the expectation of negligible (0%-10%)
recovery in the event of a default.

"The downgrade reflects our expectations that the borrowing base on
the company's revolving credit facility will be redetermined to a
level below their outstanding borrowings," said S&P Global Ratings
credit analyst Aaron McLean.

Under such a scenario the credit agreement will require the company
to repay the deficiency in four equal monthly installments.  The
company has stated in its latest SEC form 10-Q dated May 16, 2016,
that there would be substantial doubt regarding their ability to
continue as a going concern if this occurs.

The negative outlook reflects S&P's view that the chance of a debt
restructuring, either distressed exchange or a default, is greatly
increased over the next six months if the company is forced to pay
back a significant portion of its revolving credit facility.

S&P could lower the ratings if the company enters into a debt
restructuring or exchange S&P views as distressed or misses an
interest payment.

S&P could raise the rating if the borrowing base on the company's
revolving credit facility is lowered less than expected and
liquidity is adequate over the next year such that S&P believes the
company will pay all debt obligations on time and the possibility
of a debt exchange is greatly diminished.


BACK9NETWORK INC: Court Approves CohnReznick as Accountants
-----------------------------------------------------------
Back9Network, Inc. and Swing by Swing Golf, Inc. sought and
obtained authorization from the U.S. Bankruptcy Court for the
District of Connecticut to employ CohnReznick LLP as accountants
for the Debtors.

The Debtors contemplate that CohnReznick will prepare Back9's
federal, state and local tax returns for fiscal years beginning
April 1, 2014 and April 1, 2015.

Subject to this Court's approval, CohnReznick will charge the
Debtors for its services on a flat fee basis and estimates that the
total fees for preparation of the FY2014 and FY2015 tax returns
will range between $22,000 and $24,000.

John D. Lanza, partner of CohnReznick, 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.

CohnReznick can be reached at:

      John D. Lanza
      COHNREZNICK LLP
      350 Church Street, 12th Floor
      Hartford, CT 06103
      Tel: (959) 200-7000

Back9Network Inc. and Swing by Swing Golf, Inc., engaged in the
business of developing and selling media content and information
over the internet, filed Chapter 11 bankruptcy petitions (Bankr.
D. Conn. Case Nos. 15-22192 and 15-22193, respectively) on Dec. 23,
2015.

The Debtors are represented by Thomas J. Farrell, Esq., and William
S. Fish, Esq., at Hinckley, Allen & Snyder LLP, in Hartford,
Connecticut.  The Debtors have tapped Cardinal Advisors, LLC as
financial advisors and CohnReznick as accountants.

The United States Trustee appointed the Committee of Unsecured
Creditors on January 12, 2016.



BEN MOSS: Receives Creditor Protection in Canada
------------------------------------------------
Daily Bankruptcy Review, citing the Globe and Mail, reported that
insolvent chain Ben Moss Jewellers, hit by a weak Canadian dollar
and the soft economy in Western Canada, was granted court
protection from its creditors as it prepares to close 11 of its 66
stores.

The Globe and Mail said Winnipeg-based Ben Moss Jewellers Western
Canada Ltd. is already holding liquidation sales at its
underperforming stores.  It will look at an array of restructuring
options, including selling all or part of its business, the report
said, citing chief restructuring officer Naveed Manzoor as saying.

According to Globe and Mail, the corporate restructuring comes as
an array of retailers have filed for court protection or bankruptcy
in the past 18 months or so, including the Canadian division of
U.S. retail giant Target Corp., which closed all of its 133 stores
last year.  Other chains that have shut down or shrunk include
clothiers Mexx and Smart Set, and electronics specialist Future
Shop, which was owned by Best Buy Co., the Canadian news agency
pointed out.

Ben Moss, whose fiscal 2016 sales of $78.8-million dropped by 7.8
per cent over the previous year, felt the effects of tumbling oil
prices and a declining loonie, which prevented it from stocking
some products in advance of the key holiday season and bruised its
sales, the report said, citing Mr. Manzoor as saying in his
affidavit.

Alvarez & Marsal Canada Inc. was appointed as monitor in the case,
the Globe and Mail related.  Salus Capital is the key lender of Ben
Moss, the report further related.  It has six secured creditors in
addition to senior secured lenders, the report added.


BERNARD L. MADOFF: Fund Inches Closer to Victim Payouts
-------------------------------------------------------
Erik Larson, writing for Bloomberg News, reported that the
government fund to repay Bernard Madoff's fraud victims is
preparing to recommend approval of more than 25,000 claims covering
almost $4 billion in losses, but the Justice Department didn't say
how much it would pay or when checks might go out.

According to the report, thousands of victims who lost $17.5
billion in principal have been trying to tap the $4 billion fund
since it was set up three years ago, though no payments have been
made.  By comparison, the trustee unwinding Madoff's fraud and
repaying victims in bankruptcy court has paid out about $9 billion
since Madoff's arrest in December 2008, the report related.  The
two funds are administered separately under different U.S. laws,
the report said.

"I would love to see every eligible Madoff victim receive a cash
recovery," the report cited Richard Breeden, the administrator of
the Justice Department fund, as saying in an update on his website.
"However, we can't complete the process and actually pay claims
until we resolve the incomplete claims one way or the other."

Breeden said the fund is set to recommend denial of 7,540 claims
covering about $25.7 billion in losses that don't satisfy the
requirements of the plan, the report said.  There are also about
30,750 incomplete or deficient claims covering about $27 billion in
losses from Madoff's Ponzi scheme, he said, the report added.

                     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).


BGM PASADENA: Asks for 90-Day Extension of Exclusivity Period
-------------------------------------------------------------
BGM Pasadena, LLC, asks the Hon. Sheri Bluebond of the U.S.
Bankruptcy Court for the Central District of California to extend
the exclusivity period for an additional 90 days from May 18,
2016.

A hearing on the extension is set for June 8, 2016, at 2:00 p.m.

The Debtor says it is diligently working in good faith toward
confirming its Plan of Reorganization that treats all creditors as
unimpaired.  Indeed, the Debtor previously tried to confirm the
Plan, but was delayed by the procedural requirement of a disclosure
statement imposed by the Court.

In response to the Court's concerns regarding adequate disclosure,
on April 27, 2016, the Debtor filed a Disclosure Statement and
Plan.  Approval of the Disclosure Statement is set for hearing on
June 8, 2016.  The Plan proposes to pay all creditors in full from
a variety of sources, including rental income, capital
contributions, and refinance of the property.  The capital
contributions will be made by DPP Arcadia, LLC, in exchange for a
membership interest in the Debtor.

The source of the contributions are from the sale of certain real
property located in Arcadia, California.  The Debtor will provide
evidence of the funds prior to the June 8, 2016 hearing.  The funds
will be sufficient to effectuate the Plan.  According to the Plan,
all allowed secured claims will be cured and either paid in
accordance with their existing terms, or paid in full on the
Effective Date.

The Debtor will refinance the Property before the remaining allowed
secured claims mature.  All non-insider unsecured claims will be
paid on the Effective Date of the Plan with 2% interest per annum
accruing from the Petition Date to the Effective Date.

The Debtor requires additional time to comply with the procedural
requirements of this Court to confirm the Plan and believes that
additional time will facilitate the successful resolution of the
case.  The Debtor assures the Court that the extension is not
designed to pressure creditors, rather, it is designed to
facilitate reorganization.  There have been no prior requests for
an extension of the exclusivity period.  

                       About BGM Pasadena

BGM Pasadena, LLC, a single asset real estate, filed Chapter 11
bankruptcy petition (Bankr. C.D. Calif. Case No. 15-27833) on Nov.
20, 2015.  Greg Galletly, signed the petition as manager.  The
Debtor estimated assets in the range of $10 million to $50 million
and liabilities of at least $1 million.  Tiemstra Law Group PC
represents the Debtor as counsel.  Judge Richard M Neiter has been
assigned the case.


BH GRP: Hires Bankruptcy Center of Louisiana as Counsel
-------------------------------------------------------
BH GRP, LLC, asks for permission from the U.S. Bankruptcy Court for
the Eastern District of Louisiana to employ the Bankruptcy Center
of Louisiana as bankruptcy counsel with respect to the filing and
prosecution of this Bankruptcy Case, nunc pro tunc to the Petition
Date.

The Firm will provide these services:

      a. advising the Debtor as to its rights, duties, and powers
         as debtor-in-possession;

      b. advising the Debtor regarding matters of bankruptcy law;

      c. assisting the Debtor in the preparation and filing of all

         necessary schedules, statements of financial affairs,
         reports, motions, responses, or other filings or
         pleadings;

      d. representing the Debtor at all meetings, hearings, or
         other events that come before the Court or occur in the
         Debtor's case;

      e. representing the Debtor in any matter involving contests
         with secured or unsecured creditors, including the claims

         reconciliation process;

      f. consulting with the Debtor concerning the administration
         of the Debtor's case;

      g. advising, assisting, and representing the Debtor
         concerning the formulation of, preparation and filing of,

         and confirmation of any proposed plan(s), and
         solicitation of any acceptances or responding to
         objections to the plan(s);

      h. advising the Debtor concerning, and assisting in the
         negotiation and documentation of, financing agreements,
         debt restructurings, cash collateral arrangements, and
         related transactions;

      i. providing assistance, advice, and representation
         concerning any possible sale of the Debtor’s assets;

      j. reviewing the nature and validity of liens asserted
         against the property of the Debtor and advising the
         Debtor concerning the enforceability of such liens;

      k. providing assistance, advice, and representation
         concerning any further investigation of the assets,
         liabilities, and financial condition of the Debtor that
         may be required under local, state, or federal law;

      l. prosecuting or defending litigation matters and other
         matters that might arise during this Bankruptcy Case;

      m. providing counseling and representation with respect to
         assumption or rejection of executory contracts and
         leases, sales of assets, and other bankruptcy-related
         matters arising under the Bankruptcy Case;

      n. representing the Debtor in all matters related to its
         labor contracts and negotiations with unions, if needed;

     o. pursuing avoidable transfers and transactions of the
         Debtor on the Debtor's behalf, including, but not limited

         to, transfers and transactions arising under Section 547,

         Section 548 and Section 549 of the Bankruptcy Code;

      p. performing other legal services as may be necessary and
         appropriate for the efficient and economical
         administration of this Bankruptcy Case; and

      q. performing other legal services set forth in the
         retainer agreement executed by the Debtor and the
         Firm on March 17, 2016.

The Firm will be paid at these hourly rates:

         Derek Terrell Russ, Member          $175
         Zsatia Willis, Paralegal             $75

The Firm was retained by the Debtor in connection with the
preparation and filing of this Bankruptcy Case.  As of the Petition
Date, and in addition to the amount, the Firm received from the
Debtor (a) the filing fees for the Bankruptcy Case (in the amount
of $1,717), and (b) a retainer of $3,000, to be applied against the
Firm's allowed fees and expenses, as permitted by the Court.

Derek Terrell Russ, Esq., a member at the Firm, assures the Court
that neither the Firm nor any of its individual members holds or
represents any interest adverse to the Debtor or its estate in the
matters upon which they are to be engaged, and are therefore a
disinterested person within the meaning of Sections 101(14),
327(a), and 1107(b) of the Bankruptcy Code.

The Firm can be reached at:

         Derek Terrell Russ, Esq.
         Bankruptcy Center of Louisiana
         938 Lafayette Street, Suite 405
         New Orleans, LA 70113
         Tel: (504) 522-1717
         Fax: (504) 522-1715
         E-mail: derekruss@russlawfirm.net

BH GRP, LLC, filed for Chapter 11 bankruptcy protection (Bankr.
E.D. La. Case No. 16-10575) on March 17, 2016.


BIND THERAPEUTICS: Court OKs Interim Cash Collateral Use
--------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware authorized BIND Therapeutics, Inc., and its
affiliated Debtors to use cash collateral on an interim basis.

Judge Shannon authorized the Debtors to use cash collateral in
accordance with a 13-Week Budget, which provides for Total Cash
Disbursements in the amount of $11,569,000. The Budget provides for
Cash Disbursements for Personnel, Rent/Utilities, Clinical Trials,
Manufacturing, Bankruptcy Professionals, Other Operating Expenses
and Debt Payments.

The final hearing on the Motion is scheduled on May 18, 2016 at
10:00 a.m.

A full-text copy of the Order, dated May 3, 2016, is available at
https://is.gd/aRY5Iq

                       Preliminary Objection

"This case was filed with the intent to burn through Hercules' cash
collateral, and leave it with dubious collateral that is difficult
to evaluate.  The value of such collateral is dependent on the
success of a troubled and highly speculative enterprise in an
industry where drug development failures exponentially outnumber
successes.  It would be beyond inequitable if BIND turns out to be
unsuccessful in its strategic efforts, its chapter 11 fails, it
depletes millions of dollars in cash collateral along the way, the
protection being offered proves to be inadequate and existing
investors swoop in to scoop up the cashless carcass on the cheap.
Should that occur, there would be little or no value for Hercules
nor for any other creditors, all of whom could be paid in full with
the cash on hand today.  It speaks volumes about the value of the
speculative collateral that not a single existing investor, with
whom active negotiations occurred through the eve of the filing,
has stepped up to contribute a penny of capital.  Instead they seek
with impunity to throw up the proverbial "Hail Mary" from far
behind half-court at the sole expense of creditors.   In light of
this, Hercules requests that court scrutinize the Budget to approve
use of the bare minimum amount of cash pending the final hearing
solely to prevent immediate and irreparable harm to BIND.  The
Budget is unclear on most of the categories of expenses and
Hercules is awaiting certain information from BIND's counsel,"
Hercules avers.

Hercules Technology III, L.P., is represented by:

          Marion M. Quirk, Esq.
          COLE SCHOTZ P.C.
          500 Delaware Avenue, Suite 1410
          Wilmington, DE 19801
          Telephone: (302)652-3131
          Facsimile: (302)652-3117
          E-mail: mquirk@coleschotz.com

                 - and -

          Stuart Komrower, Esq.
          COLE SCHOTZ P.C.
          25 Main Street
          P.O. Box 800
          Hackensack, NJ 07602-0800
          Telephone: (201)489-3000
          Facsimile: (201)489-1536
          E-mail: skomrower@coleschotz.com

BIND Therapeutics and its affiliated debtors are represented by:

          John H. Knight, Esq.
          Amanda R. Steele, Esq.
          Brett M. Haywood, Esq.
          RICHARDS, LAYTON & FINGER, P.A.
          One Rodney Square
          920 North King Street
          Wilmington, DE 19801
          Telephone: (302)651-7700
          Facsimile: (302)651-7701
          E-mail: knight@rlf.com
                 steele@rlf.com
                 haywood@rlf.com

                 - and -

          Peter M. Gilhuly, Esq.
          Kimberly A. Posin, Esq.
          Adam E. Malatesta, Esq.
          355 South Grand Avenue
          Los Angeles, CA 90071-1560
          Telephone: (213)485-1234
          Facsimile: (213)891-8763
          E-mail: peter.gilhuly@lw.com
                  kim.posin@lw.com
                  adam.malatesta@lw.com

                      About BIND Therapeutics

BIND Therapeutics is a biotechnology company developing novel
targeted therapeutics, primarily for the treatment of cancer.
BIND'S product candidates are based on proprietary polymeric
nanoparticles called ACCURINS(R), which are engineered to target
specific cells and tissues in the body at sites of disease.  BIND
is developing ACCURINS(R) with three different therapeutic
objectives, both through internal research programs and with
collaborators: Innovative medicines; enabling potent pathway
inhibitors; and differentiated efficacy with approved drugs.
BIND's
internal discovery efforts are focused on designing
oligonucleotide
and immune-oncology-based ACCURINS(R).

BIND Therapeutics on May 2 disclosed that it has elected to file a
voluntary petition under
Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for
the District of Delaware.


BIOLIFE SOLUTIONS: Incurs $1.49 Million Net Loss in First Quarter
-----------------------------------------------------------------
BioLife Solutions, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.49 million on $1.85 million of product revenue for the three
months ended March 31, 2016, compared to a net loss of $1.15
million on $1.50 million of product revenue for the same period in
2015.

As of March 31, 2016, Biolife had $10.8 million in total assets,
$2.24 million in total liabilities and $8.52 million in totla
shareholders' equity.

On March 31, 2016, the Company had $1.7 million in cash and cash
equivalents, compared to cash, cash equivalents and short-term
investments of $3.8 million at Dec. 31, 2015.

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

                       https://is.gd/KqA6Qz

                       About BioLife Solutions

Bothell, Washington-based BioLife Solutions, Inc., develops and
markets patented hypothermic storage and cryo-preservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.

BioLife reported a net loss of $4.99 million on $6.44 million of
product sales for the year ended Dec. 31, 2015, compared to a net
loss of $3.30 million on $6.19 million of product sales for the
year ended Dec. 31, 2014.


BLUEGREENPISTA: Ch 11 Trustee Hires Pearson Realty as Broker
------------------------------------------------------------
Randell Parker, Chapter 11 Trustee for Bluegreenpista Enterprises,
Inc., seeks permission from the U.S. Bankruptcy Court for the
Eastern District of California to employ Pearson Realty, Inc., as
real estate broker to market and sell the approximately 152 acres
of Pistachios located at 8027 Martin Avenue, Bakersfield,
California.

Robb Stewart of Pearson Realty, Inc., is a licensed real estate
agent, and he will be the exclusive listing agent for this
property.  He is authorized to sign all listing agreements and
related documents, and is authorized to make all court appearances
on behalf of Broker.  The Listing Agent's commission for selling
this property is 4% of the purchase price if Listing Agent
represents both buyer and seller.  If a buyer is represented by a
different agent or broker, then the total commission will be 5%,
Listing Agent receiving 3% of this commission and buyer's broker or
realtor receiving 2% of this commission.

The Broker will list the subject property and will pay for
advertising the property.  

The Debtor assures the Court that the Broker is a disinterested
person as defined in 11 U.S.C. Section 101 (14), as required by 11
U.S.C. Section 327(A), and does not hold or represent an interest
adverse to the estate.

The Broker can be reached at:

      Robb Stewart
      PEARSON REALTY, INC.
      1801 Oak Street,
      Suite 159, Bakersfield, CA 93301
      Tel: (661) 334-2796
      Cell Phone: (661) 303-2930
      E-mail: rstewart@pearsonrealty.com

Headquartered in Newark, California, Bluegreenpista Enterprises,
Inc., filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Calif. Case No. 15-12827) on July 18, 2015, estimating its assets
at up to $50,000 and its liabilities at between $1 million and $10
million.  The petition was signed by Pinder Singh, president.

Judge Fredrick E. Clement presides over the case.

David R. Jenkins, Esq., at David R. Jenkins, PC, serves as the
Debtor's bankruptcy counsel.

On Dec. 29, 2015, Randell Parker was appointed as Chapter 11
Trustee.


BOARDWALK PIPELINES: S&P Rates New Sr. Unsecured Notes 'BB+'
------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating to
Boardwalk Pipelines L.P.'s proposed senior unsecured notes.  The
partnership intends to use net proceeds of the note offering to
reduce borrowings under the revolving credit facility, for growth
capital expenditures, repayment of future maturities of long term
debt, and working capital.  As of March 31, 2016, Boardwalk had
about $3.5 billion of total debt.

Parent company Boardwalk Pipeline Partners L.P.'s 'BBB-' corporate
credit rating reflects its 'bb+' stand-alone credit profile and
one-notch uplift from ultimate parent, Loews Corp.  The rating
outlook is stable.  The issue-rating on the notes is one notch
below the corporate credit rating because the debt is structurally
subordinate to debt at Boardwalk's operating pipeline
subsidiaries.

RATINGS LIST

Boardwalk Pipeline Partners L.P.
Corporate credit rating                  BBB-/Stable/--

New Rating

Boardwalk Pipelines LP         
Senior unsecured notes                   BB+


BREITBURN ENERGY: Hires Prime Clerk as Administrative Agent
-----------------------------------------------------------
Breitburn Energy Partners LP, et al., seeks permission from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Prime Clerk LLC as administrative agent in
the Debtors' Chapter 11 cases, effective as of the Petition Date.

Prime Clerk will:

      (a) assist with, among other things, solicitation,
          balloting, and tabulation of votes, and prepare any
          related reports, as required in support of confirmation
          of a Chapter 11 plan, and in connection with services,
          process requests for documents from parties in interest,

          including, if applicable, brokerage firms, bank back-
          offices, and institutional holders;

      (b) prepare an official ballot certification and, if
          necessary, testify in support of the ballot tabulation
          results;

      (c) assist with the preparation of the Debtors' schedules of

          assets and liabilities and statements of financial
          affairs and gather data in conjunction therewith;

      (d) provide a confidential data room, if requested;

      (e) manage and coordinate any distributions pursuant to a
          Chapter 11 plan; and

      (f) provide other processing, solicitation, balloting, and
          other administrative services described in the
          engagement agreement, but not included in the Section
          156(c) application, as may be requested from time to
          time by the Debtors, the Court or the Office of the
          Clerk of the Bankruptcy Court.

The Debtors intend that the services of Prime Clerk will
complement, and not duplicate, the services being rendered by other
professionals retained in these Chapter 11 cases.  Prime Clerk
understands that the Debtors have retained and may retain
additional professionals during the term of the engagement and will
work cooperatively with professionals to integrate any respective
work conducted by the professionals on behalf of the Debtors.

Prime Clerk will be paid these hourly rates:

          Analyst                           $25-$45
          Technology Consultant             $65-$90
          Consultant/Senior Consultant     $90-$170
          Director                        $175-$190
          Chief Executive Officer and     No Charge
          Chief Executive Vice President
          Solicitation Consultant              $190
          Director of Solicitation             $200
      
Prime Clerk intends to apply to the Court for allowance of
compensation and reimbursement of expenses incurred after the
Petition Date in connection with the services it provides as
Administrative Agent pursuant to the engagement agreement in
accordance with Sections 330 and 331 of the Bankruptcy Code, the
Bankruptcy Rules, the Local Rules, General Order M-412, and
Administrative Order M-447.

Michael J. Frishberg, Co-President and Chief Operating Officer of
Prime Clerk, assures the Court that the company is a disinterested
person as that term is defined in Section 101(14) of the Bankruptcy
Code, in that Prime Clerk and its professional personnel: (i) are
not creditors, equity security holders, or insiders of the Debtors;
(ii) are not and were not, within two years before the date of the
filing of these cases, directors, officers, or employees of the
Debtors; and (iii) do not have an interest materially adverse to
the interest of the Debtors' estates or of any class of creditors
or equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtors.

Prime Clerk can be reached at:

      Prime Clerk LLC
      830 3rd Avenue, 9th Floor
      New York, NY 10022
      Attn: Shai Waisman
      Tel: (212) 257-5450
      E-mail: swaisman@primeclerk.com

                       About Breitburn Energy

Breitburn Energy Partners LP and 21 of its affiliates filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code in the U.S. Bankruptcy Court for the Southern District of New
York on May 15, 2016, listing assets of $4.71 billion and
liabilities of $3.41 billion.

Breitburn Energy et al., are an independent oil and gas partnership
engaged in the acquisition, exploitation and development of oil and
natural gas properties, Midstream Assets, and a combination of
ethane, propane, butane and natural gasolines that when removed
from natural gas become liquid under various levels of higher
pressure and lower temperature, in the United States.  The Debtors
conduct their operations through Breitburn Parent's wholly-owned
subsidiary, Breitburn Operating LP, and BOLP's general partner,
Breitburn Operating GP LLC.

As of the Petition Date, the Debtors operate, or have working
interests in approximately 11,900 gross operating oil and gas
wells, and 7,921 net oil and gas wells.  The Debtors own interests
in approximately 705,597 net acres and had estimated proved
reserves, as of Dec. 31, 2015, of 239.3 million barrels of oil
equivalent of which approximately 54% was oil, 8% was NGLs, and 38%
was natural gas.  The Debtors maintain operational control over
approximately 91% of their proved reserves.  The Debtors'
production in 2015 was 20.8 million barrels of oil equivalent, of
which approximately 56% was oil, 9% was NGLs and 35% was natural
gas.

The Debtors have engaged Weil Gotshal & Manges LLP as counsel,
Alvarez & Marsal North America, LLC as financial advisor, Lazard
Freres & Co. LLC as investment banker, and Prime Clerk LLC as
claims and noticing agent.

The cases are pending before the Honorable Stuart M. Bernstein and
are jointly administered under Case No. 16-11390.


BREITBURN ENERGY: Judge Wife's Connections Not Grounds for Recusal
------------------------------------------------------------------
Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York issued an order regarding sua sponte
consideration of his recusal in the Chapter 11 cases of Breitburn
Energy Partners, L.P., et al.

Weil, Gotshal & Manges LLP represents Breitburn Energy Partners,
L.P., and its affiliated debtors.  Judge Bernstein's wife was an
equity partner at Weil prior to her retirement on September 30,
2015.  Judge Bernstein said that because his wife does not, among
other things, have any direct ownership interest or involvement in
the affairs of the Debtors' or any other party in the case, his
wife's connection to Weil, including the receipt of retirement
benefits and the return of her capital, does not mandate his
recusal from this case.

A full-text copy of Judge Bernstein's Order dated May 18, 2016, is
available at http://bankrupt.com/misc/BREITBURN480518.pdf

                       About Breitburn Energy

Breitburn Energy Partners, LP, et al., are an independent oil and
gas partnership engaged in the acquisition, exploitation and
development of oil and natural gas properties, Midstream Assets,
and a combination of ethane, propane, butane and natural gasolines
that when removed from natural gas become liquid under various
levels of higher pressure and lower temperature, in the United
States.  The Debtors conduct their operations through Breitburn
Parent's wholly-owned subsidiary, Breitburn Operating LP, and
BOLP's general partner, Breitburn Operating GP LLC.

As of the Petition Date, the Debtors operate, or have working
interests in approximately 11,900 gross operating oil and gas
wells, and 7,921 net oil and gas wells.  The Debtors own interests
in approximately 705,597 net acres and had estimated proved
reserves, as of Dec. 31, 2015, of 239.3 million barrels of oil
equivalent of which approximately 54% was oil, 8% was NGLs, and
38%
was natural gas.  The Debtors maintain operational control over
approximately 91% of their proved reserves.  The Debtors'
production in 2015 was 20.8 million barrels of oil equivalent, of
which approximately 56% was oil, 9% was NGLs and 35% was natural
gas.

Breitburn Energy Partners LP 21 of its affiliates filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code in
the
U.S. Bankruptcy Court for the Southern District of New York on May
15, 2016, listing assets of $4.71 billion and liabilities of $3.41
billion.

The Debtors have engaged Weil Gotshal & Manges LLP as counsel,
Alvarez & Marsal North America, LLC as financial advisor, Lazard
Freres & Co. LLC as investment banker, and Prime Clerk LLC as
claims and noticing agent.

The cases are pending before the Honorable Stuart M. Bernstein and
are jointly administered under Case No. 16-11390.


BREITBURN ENERGY: Meeting to Form Creditors' Panel Set for May 26
-----------------------------------------------------------------
William K. Harrington, Acting United States Trustee for Region 2,
will hold an organizational meeting on May 26, 2016, at 10:30 a.m.
in the bankruptcy case of Breitburn Energy Partners, LP, et al.

The meeting will be held at:

         United States Bankruptcy Court
         One Bowling Green, Room 511
         New York, NY 10004

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.


BROOKLYN EVENTS: Seeks Approval to Hire MYC & Assoc. as Broker
--------------------------------------------------------------
Brooklyn Events, LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to hire MYC & Associates Inc.
as its broker.

The Debtor tapped the firm to market its interest in a 2012 lease
with Grandfield Realty Corp. for the premises located at 60 North
11th Street, Brooklyn, New York.  The firm will also market various
sound equipment utilized in the operation of the Debtor's
business.

The Debtor has received a $450,000 offer to purchase the lease and
various contents located at the premises other than the sound
equipment, which it intends to utilize as a stalking horse offer.

For the brokerage services it will render, MYC will be entitled to
receive a fee of 6% of the gross sale price from the sale of
substantially all of the Debtor's assets, including the lease, as
long as the total gross sale price exceeds $525,000.  

In the event MYC is unable to secure a $525,000 offer for the
Debtor's business, the firm will only be entitled to receive a fee
of $7,500 plus reimbursement of expenses subject to a $10,000 cap.


In the event MYC does not sell all of the assets (e.g. the firm is
unable to find a buyer for the lease at a price over the price
offered by any stalking horse bidder and only sells personal
property such as the sound and video equipment), the firm will be
paid a 15% percent commission in the form of a buyer's premium on
the sale of the equipment and any other personal property not
included in any stalking horse bid.

Marc Yaverbaum, a member of MYC & Associates, disclosed in an
affidavit that his firm does not hold or represent any interest
adverse to the Debtor's estate, and that the firm is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code.

The Debtor can be reached through its proposed counsel:

     Scott S. Markowitz, Esq.
     Tarter Krinsky & Drogin LLP
     1350 Broadway, 11th Floor
     New York, New York 10018
     Tel: (212) 216-8000

                      About Brooklyn Events

Brooklyn Events, LLC sought protection under Chapter 11 of the
Bankruptcy Code in the Eastern District of New York (Brooklyn)
(Case No. 16-41371) on March 31, 2016.  The petition was signed by
Jen Schiffer, managing member.

The Debtor is represented by Scott Markowitz, Esq., at Tarter
Krinsky & Drogin LLP. The case is assigned to Judge Carla E.
Craig.

The Debtor estimated both assets and liabilities in the range of $1
million to $10 million.


BROWARD COUNTY HFA: Moody's Lowers Rating on 2006A Bonds to B2
--------------------------------------------------------------
Moody's downgrades the ratings on Broward County Housing Finance
Authority, FL, Single Family Mortgage Revenue Bonds, series 2006A
senior bonds to B2 and 2006B subordinate bonds to C.

                          RATINGS RATIONALE

The downgrade of the 2006A senior bonds from B1 to B2 is due to
their reliance on the performance of the second loan portfolio. The
program is currently in a state of negative arbitrage and parity
continues to erode.  The program is likely to be downgraded as
parity continues to slide.

The downgrade of the 2006B subordinate bonds, from Ca to C is based
on the likelihood of minimal recovery in a default event. Currently
all principal payments and prepayments from the second loans flows
to the senior bonds.  Subordinate bonds are paid with surplus
revenues, after payment of senior bonds, but currently there are no
surplus revenues.  The only asset pledged solely to the subordinate
bonds is the subordinate debt service reserve fund valued at
$13,910.

Factors that Could Lead to an Upgrade


   -- An upgrade is very unlikely unless there is an inflow of
      funds from an outside source such as the issuer.

Factors that Could Lead to a Downgrade

   -- For the 2006A senior bonds: cashflow projections showing
      decreased expected recovery levels.
   -- For the 2006B subordinate bonds: N/A

                            METHODOLOGY

The principal methodologies used in this rating were US Stand-Alone
Housing Bond Programs Secured by Credit Enhanced Mortgages
published in December 2012 and U.S. Housing Finance Agency Single
Family Programs published in February 2013.


BUFFETS LLC: Court OKs Auction Nation as Master Lease Auctioneer
----------------------------------------------------------------
Buffets, LLC, et al., sought and obtained permission from the U.S.
Bankruptcy Court for the Western District of Texas to employ
Auction Nation, LLC to conduct auctions and sell certain property
free and clear of all liens, claims and encumberances related to
"Master Lease" locations.

The Debtors are authorized to sell the FF&E at the FF&E Sale
Locations (other than the location in Conroe, Texas) at auction,
free and clear of all liens, claims, and encumbrances.

The Court ruled that within 15 business days upon completion of any
sale of the FF&E, the Debtors will file with the Court a "Final
Sale Report" that includes (a) an identification of the FF&E Sale
Location, (b) an accounting that lists (i) the amount of total sale
proceeds, (ii) the amount of any commission paid, (iii) the amount
of any fee paid (e.g., removal fee), and (iii) the amount of sale
proceeds net of any commission or fees paid, and (c) an itemized
list of disposed assets, or if such a list is impracticable, a
description of disposed assets by category, quantity, and/or other
identifying factors.

The Debtors requested emergency consideration of application to
retain and pay an auctioneer and sell certain furniture, fixtures,
and equipment by auction at locations under the "Spirit", "Arc",
and "Cole II" master leases, which locations may be closed by the
Debtors depending on the outcome of the hearings current set before
this Court on May 4, 2016.

If the Debtors are unable to sell the furniture, fixtures, and
equipment described herein immediately as stores are closed and
operations ceased, rent may continue to accrue while the FF&E is
marketed and sold, and any benefit to the estate from the sales of
the FF&E will be substantially diminished, if not completely
negated, by the accruing rent.

On April 4, 2016, the Debtors filed a Supplemental and Conditional
Motion to Reject Certain Unexpired Leases of Real Property,
indicating, among other things, that the Debtors will seek approval
from the Court to close the remaining stores operating under the
various "master lease" agreements with "Master Lease" landlords
Spirit Master Funding V, LLC ("Spirit"), ARC DBPPROP001, LLC
("ARC") and Cole BU II Portfolio, LLC ("Cole II") if the Debtors
either (i) are not authorized to sever rejection of certain
locations under the Master Leases, or (ii) an agreement is not
reached with the applicable Master Lease landlord regarding
assuming and/or rejection.

The PACA Creditors responded to the hiring of Auction Nation and
indicated that the PACA Creditors have no objection to the Sale
Motion. However, out of an abundance of caution, to the extent the
FF&E is impressed with the PACA trust and PACA Creditor's trust
claims remain unpaid, PACA Creditors, reserve all rights and
remedies provided by law pursuant to PACA, the interpreting
regulations and the applicable case law to recover all or part of
their PACA claims from the proceeds from the sale of the FF&E.

                        About Buffets LLC

Buffets LLC, et al., are one of the largest operators of
buffet-style restaurants in the U.S.  The buffet restaurants,
located in 25 states, principally operate under the names Old
Country Buffet(R), Country Buffet(R), HomeTown(R) Buffet, Ryan's(R)
and Fire Mountain(R).  These locations primarily offer self-service
buffets with entrees, sides, and desserts for an all-inclusive
price.  In addition, Buffets owns and operates an 10-unit full
service, casual dining chain under the name Tahoe Joe's Famous
Steakhouse(R).

Buffets Holdings, Inc., filed for Chapter 11 relief in January 2008
and won confirmation of a reorganization plan in April 2009.  In
January 2012, Buffets again sought Chapter 11 protection and
emerged from bankruptcy in July 2012.

In Aug. 19, 2015, Alamo Ovation, LLC acquired Buffets Restaurants
Holdings, Inc., and as a result of the merger, Buffets operated
over 300 restaurants in 35 states.

Down to 150 restaurants in 25 states after closing unprofitable
locations, Buffets LLC and its affiliated entities sought Chapter
11 protection (Bankr. W.D. Tex. Case No. Lead Case No. 16-50557) in
San Antonio, Texas, on March 7, 2016.  The cases are assigned to
Judge Ronald B. King.

The Debtors have tapped Akerman, LLP as counsel, Bridgepoint
Consulting, LLC as financial advisor and Donlin, Recano & Company
as claims and noticing agent.


BUILDERS FIRSTSOURCE: To Redeem $35-Mil. of 7.625% Senior Notes
---------------------------------------------------------------
Builders FirstSource, Inc., elected to call for the partial
redemption of $35 million aggregate principal amount of its
outstanding 7.625% Senior Secured Notes due 2021 and a notice of
partial redemption has been sent by Wilmington Trust, National
Association, as trustee for the Notes, to all registered holders of
the Notes.  

The redemption price for the Notes is equal to 103% of the
principal amount of the Notes redeemed, plus accrued and unpaid
interest to, but not including, the redemption date, which will be
on May 27, 2016.  Upon the partial redemption by the Company of the
Notes, approximately $583 million aggregate principal amount of the
Notes will remain outstanding, according to a regulatory filing
with the Securities and Exchange Commission.

                  About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource --
http://www.bldr.com/-- is a supplier and manufacturer of
structural and related building products for residential new
construction.  The Company operates 56 distribution centers and 56
manufacturing facilities in nine states, principally in the
southern and eastern United States.  Manufacturing facilities
include plants that manufacture roof and floor trusses, wall
panels, stairs, aluminum and vinyl windows, custom millwork and
pre-hung doors.  Builders FirstSource also distributes windows,
interior and exterior doors, dimensional lumber and lumber sheet
goods, millwork and other building products.

Builders Firstsource reported a net loss of $22.8 million on $3.56
billion of sales for the year ended Dec. 31, 2015, compared to net
income of $18.2 million on $1.60 billion of sales for the year
ended Dec. 31, 2014.

                           *     *     *

As reported by the TCR on July 15, 2015, Standard & Poor's Ratings
Services said it raised its corporate credit rating on Builders
FirstSource Inc. to 'B+' from 'B'.  

"The stable outlook reflects our view that Builders FirstSource
will continue to increase sales and EBITDA as U.S. residential
construction continues to recover from an historic downturn and the
company realizes significant synergies from the merger.  As a
result, we expect some improvement in the company's leverage
measures over the next 12 to 24 months while it maintains adequate
liquidity," said Standard & Poor's credit analyst Pablo Garces.

In the May 13, 2014, edition of the TCR, Moody's Investors Service
upgraded Builders FirstSource's Corporate Family Rating to 'B3'
from 'Caa1'.  The upgrade reflects Moody's expectation that BLDR's
operating performance will continue to benefit from improved
housing construction, repair and remodeling.


BUY WHOLESALE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Buy Wholesale, Inc.
           dba Buy Wholesale Outlet
        25 Lincoln Street
        Nashville, TN 37210

Case No.: 16-03573

Chapter 11 Petition Date: May 18, 2016

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Hon. Marian F Harrison

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  LAW OFFICES LEFKOVITZ & LEFKOVITZ
                  618 Church St Ste 410
                  Nashville, TN 37219
                  Tel: 615 256-8300
                  Fax: 615 255-4516
                  E-mail: slefkovitz@lefkovitz.com

Total Assets: $1.10 million

Total Liabilities: $1.15 million

The petition was signed by John Adams, chief financial officer.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/tnmb16-03573.pdf


BX ACQUISITIONS: Wins Approval to Sell Personal Property
--------------------------------------------------------
BX Acquisitions, Inc., seeks approval from the U.S. Bankruptcy
Court for the Northern District of Ohio to sell personal property
of the estate. The Debtor has terminated its lease with the
Toledo-Lucas County Port Authority.  As a result of the
solicitation of bids, the Debtor requested the Authority to proceed
with the sale of these equipment and personal property:

A. Principle Business Enterprises, Inc.      $40,000

   Quantity & Description
   ----------------------
   1 Yard Horse
   25 Acer S200HQ 19.5" Widescreen (1600 x 900) Display, Black
   9 Dell Optiplex 790 DT Desktop i5-2500 Quad-Core 3.3GHz
   1 PowerEdge R620 - Base $2800 Normal Config
   1 PowerEdge R620 - Base $2800 Normal Config
   1 PowerEdge R420 - Base $1400 Normal Config
   1 HP DL360p Gen8 10-SFF CTO Server SN: MXQ50100W8
   1 Equilogic PS6100 SAN 600GB drives
   1 Equilogic PS6100 SAN 2TB drives
   1 Server Rack housing the PowerEdge servers
   4 Cisco Wireless Access Point
   3 Apple iPad Pro " Wi-Fi " 32 GB " Space Gray
   5 Samsung LN46A650 46" 1080p LCD TV
   3 Sharp LC-60E77UN 60" AQUOS LCD TV
   3 Golf Clubs Mizuno and TaylorMade
   6 Wilson Golf Balls
   1 Kitchen Table with 4 chairs
   1 Brown leather couch & matching chair
   1 Square coffee table
   2 Pallets of ergonomic floor mats ~ 30 total mats

B. COFC Logistics      $1,000

   Quantity & Description
   ----------------------
   9 Battery backup units " salvage area
   1 Dresser used " salvage area
   6 Household lamps " salvage area no light bulbs
   4 Digital cameras " salvage area
   2 Samsung Monitors " salvage area
   1 Duel Monitor stand " used
   1 Desk printer " used " HP Laserjet 2300
   1 3 ring hole punch " used
   2 Space heaters " used " Holmes desk heaters
   1 Shredder " used " Fellowes 99Ci
   1 Projector " used " Epson EX 5210
   2 Dell laptop roller bags " new
   1 8 X 11 laminator " used
   1 Soft cover binder " used.
   1 Dell Power Connect 2024 " used.
   2 Cysco Catalyst 3500 " used.

C. Metric Metal      $4,870

   Quantity & Description
   ----------------------
   6 Latitude E6540 laptops" used
   2 Latitude E6530 laptops" used
   2 Cisco Asa 5505 Router/firewall/VPN " used
   1 Cisco ASA 5510 Router/firewall/VPN " used
   2 Fujitsu Imager 5650C " used
   6 Dell Laptop Desk stands " used
   1 Sharp MX " 4111n scanner, printer, copier " used
   1 Sharp MX-M503N scanner, printer, copier " used

                       About BX Acquisitions

BX Acquisitions, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ohio Case No. 15-33538) on Nov. 2, 2015, listing
$2.15
million in total assets and $22.04 million in total liabilities.
The petition was signed by Christopher Marshall, chief financial
officer.

At the commencement of the case, the Debtor's business operation
was compromised of two components: (1) network services; and (2)
logistic services.  At the outset of this case, the Debtor
undertook efforts to discontinue and terminating the network
services segment of its business and focused efforts on
consolidating the logistics portion of the business.  Thereafter,
the Debtor focused on seeking to solidify and add to its customer
base for logistics services.  However; that ultimately proved
unsuccessful and as of Jan. 22, 2016 the cessation of its
operations.

The Debtor tapped Steven L. Diller, Esq., at Diller and Rice, LLC,
as attorney.

The Debtor disclosed $2.15 million in total assets and $22.04
million in total liabilities.


CAESARS ENTERTAINMENT: Files Second Amended Plan of Reorganization
------------------------------------------------------------------
Caesars Entertainment Operating Company, Inc. ("CEOC"), a
subsidiary of Caesars Entertainment Corporation, on May 18 filed a
second amended Plan of Reorganization (the "Amended Plan") and
related Disclosure Statement with the United States Bankruptcy
Court for the Northern District of Illinois.  The Amended Plan and
Disclosure Statement provide significant financial information,
including an outline of the expected recoveries to creditors under
the Amended Plan.  The Amended Plan takes into account input from
numerous parties after extensive negotiations through an ongoing
mediation process among CEOC, its non-debtor parent, Caesars
Entertainment Corporation ("CEC"), and numerous creditor
constituents, regarding plan structures that appropriately consider
each constituency's economic interests and distinct legal rights.
As a result, the Amended Plan enhances recoveries for many
creditors and features additional consideration from CEC on account
of CEOC's potential litigation claims against CEC and its
affiliates.

Key elements of the improved recoveries for CEOC's creditors under
the Amended Plan include:

   -- the distribution of $1 billion of convertible notes to be
issued by "New CEC" (the new entity resulting from the contemplated
merger between CEC and Caesars Acquisition Company); and

   -- the distribution of up to 47.5% of common stock in New CEC
(including common stock convertible through the New CEC convertible
notes).

CEOC continues to negotiate with various parties to build support
for a consensual resolution of CEOC's restructuring process,
including through a voluntary mediation process, and as a result,
the Amended Plan is subject to further change.  A hearing to
consider approval of the Disclosure Statement had previously been
scheduled for May 25, 2016.  The Debtors will address timing for
approval of the amended Disclosure Statement at the omnibus hearing
before the Bankruptcy Court this afternoon.

The Disclosure Statement is subject to approval by the Bankruptcy
Court and the Amended Plan is subject to confirmation by the
Bankruptcy Court after the solicitation of acceptances and
rejections of the Amended Plan after approval of the Disclosure
Statement.  This press release is not intended as a solicitation
for a vote on the Amended Plan of Reorganization.

                  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.


CANEJAS S.E.: Seeks to Hire ODV as Appraiser
--------------------------------------------
Canejas S.E. seeks authorization from the U.S. Bankruptcy Court for
the District of Puerto Rico to employ Javier Ortiz del Valle from
ODV Appraisal Group as appraiser.

The Debtor seeks to employ ODV Appraisal in order to emit opinion
as to the market value of the Debtor's real estate located at Metro
Office Park, Lot 2, Guaynabo, Puerto Rico.

The appraiser will receive for the work to be done will be $3,000.
A retainer of 50% of the fee is required prior to the property
inspection. If additional services are requested, as preparation,
meetings and federal court appearances the hourly rate will be
$250.

Mr. Ortiz del Valle 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 appraiser can be reached at:

       Javier Ortiz del Valle
       ODV APPRAISAL GROUP
       Suite 266, P.O. Box 19-4000
       San Juan, PR 00919-4000
       Tel: (787) 771-5580
       Fax: (787) 771-5587

                       About Canejas S.E.

Canejas, S.E., a single asset real estate, filed a Chapter 11
bankruptcy petition (Bankr. D. P.R. Case No. 16-02644) on April 4,
2016.  The petition was signed by Diego Chevere as managing
partner.  The Debtor listed total assets of $11.1 million and
total debts of $8.55 million.  C. Conde & Assoc. represents the
Debtor as counsel.  Judge Mildred Caban Flores is assigned to the
case.



CANEJAS S.E.: Taps Zayas Morazzani as Accountant
------------------------------------------------
Canejas S.E. seeks authorization from the U.S. Bankruptcy Court for
the District of Puerto Rico to employ Zayas, Morazzani & Co. as
accountant.

The Debtor requires Zayas Morazzani to provide these services:

   (a) initial fact finding as to the nature, purpose and status
       of the referenced to entity;

   (b) assistance regarding the subject bankruptcy filing;

   (c) preparation or review of bankruptcy court monthly operating

       reports;

   (d) verification of proof of claims presented;

   (e) review of the Debtor's projections;

   (f) review of Debtor's operations and going concern status;

   (g) review of Plan of Reorganization or Disclosure Statement;

   (h) consideration of strategic business plan;

   (i) other assistance or support, as coordinated with Debtor's
       legal counsel and Debtor; and

   (j) communication, coordination with and assistance to Debtor's

       legal counsel and other consultants.

Zayas Morazzani will be paid at these hourly rates:

       Partner                  $125
       Manager/Supervisor       $100
       Senior                   $75
       Staff                    $60
       Support Personnel        $35

Zayas Morazzani will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Pedro Morazzani Ferrer of Zayas Morazzani 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.

Zayas Morazzani can be reached at:

       Pedro Morazzani Ferrer
       ZAYAS, MORAZZANI & CO.
       P.O. Box 366225
       San Juan, PR 00936-6225
       Tel: (787) 753-7025
       Fax: (787) 753-7038

                       About Canejas S.E.

Canejas, S.E., a single asset real estate, filed a Chapter 11
bankruptcy petition (Bankr. D. P.R. Case No. 16-02644) on April 4,
2016.  The petition was signed by Diego Chevere as managing
partner.  The Debtor listed total assets of $11.1 million and
total debts of $8.55 million.  C. Conde & Assoc. represents the
Debtor as counsel.  Judge Mildred Caban Flores is assigned to the
case.



CAPE COD COMMERCIAL: Hires B Erickson Group as Fin' l Advisor
-------------------------------------------------------------
Cape Cod Commercial Linen Service, Inc., seeks permission from the
U.S. Bankruptcy Court for the District of Massachusetts to employ
Bruce A. Erickson of B Erickson Group, LLC as financial advisor.

The Debtor requires Mr. Erickson with the assistance of BEG to:

     a. review the Company' current business plans, projections and
go forward strategy  and recommend revisions as necessary

     b. review and if necessary, recommend improvements to
managerial, financial and operational capabilities, procedures and
controls;

     c. assess existing financial reporting procedures and
capabilities and create and/or recommend upgrade where necessary;

     d. assess management and staff and recommend organizational
changes where necessary;

     e. assist in communicating and negotiating with the Company's
senior lender and other key constituencies as necessary;

     f. assist with communicating and negotiating with the
Company's court reporting requirements, including its Statement of
Financial Affairs and Monthly Operating Reports; and

     g. other issues that may arise during this engagement.

BEG will be paid at these hourly rates:

     Professionals                      $195-$350

A retainer of $7,500 will be due upon execution of the contract.

Bruce A. Erickson, principal of B Erickson Group, LLC, 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.

BEG can be reached at:

      Bruce A. Erickson
      B Erickson Group, LLC
      35 Salter Street
      Portsmouth, NH 03801
      Tel: 617-875-6422
      E-mail: bruce@bericksongroup.com

Cape Cod Commercial Linen Service, Inc., based in Hyannis,
Massachusetts, filed a Chapter 11 petition (Bankr. D. Mass. Case
No. 16-11811) on May 13, 2016.  Hon. Joan N. Feeney presides over
the case.  David B. Madoff, Esq., and Steffani Pelton Nicholson,
Esq., at Madoff & Khoury LLP, serves as counsel to Cape Code
Commercial.   The Debtor's financial advisor is Bruce A. Erickson
of B. Erickson Group, LLC.  In its petition, the Debtor listed
total assets of $1.24 million and liabilities of $4.62 million.
The petition was signed by Jeffrey Ehart, president.


CAPLEASE CDO 2005-1: Moody's Affirms B3 Rating on Cl. D Notes
-------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on these notes
issued by CapLease CDO 2005-1 Ltd. Collateralized Debt
Obligations:

  Cl. A, Affirmed Aa2 (sf); previously on June 18, 2015, Affirmed
   Aa2 (sf)
  Cl. B, Affirmed Baa1 (sf); previously on June 18, 2015, Affirmed

   Baa1 (sf)
  Cl. C, Affirmed Ba2 (sf); previously on June 18, 2015, Affirmed
   Ba2 (sf)
  Cl. D, Affirmed B3 (sf); previously on June 18, 2015, Affirmed
   B3 (sf)
  Cl. E, Affirmed Caa1 (sf); previously on June 18, 2015, Affirmed

   Caa1 (sf)

RATINGS RATIONALE

Moody's has affirmed the ratings on the transaction because its key
transaction metrics are commensurate with existing ratings. The
affirmation is the result of Moody's on-going surveillance of
commercial real estate collateralized debt obligation (CRE CDO CLO)
transactions.

CapLease CDO 2005-1, Ltd. is a currently static cash transaction
whose reinvestment period ended in October 2009.  The transaction
is backed by a portfolio of i) commercial mortgage backed
securities (CMBS) (26.6% of the collateral pool balance) and ii)
credit tenant lease loans (CTL) (73.4%).  As of the trustee's 31
March, 2016 report, the aggregate note balance of the transaction,
including preferred shares, is $120.8 million, compared to $300.0
million at issuance.

The pool contains three assets totaling $0.9 million (0.8% of the
collateral pool balance) that are listed as defaulted securities as
of the trustee's March 31, 2016, report.  All of these assets (100%
of the defaulted balance) are CMBS.  While there have been limited
realized losses on the underlying collateral to date, Moody's does
expect moderate/high losses to occur on the defaulted securities.

Moody's has identified the following as key indicators of the
expected loss in CRE CLO transactions: the weighted average rating
factor (WARF), the weighted average life (WAL), the weighted
average recovery rate (WARR), and Moody's asset correlation (MAC).
Moody's typically models these as actual parameters for static
deals and as covenants for managed deals.

WARF is a primary measure of the credit quality of a CRE CLO pool.
Moody's has updated its assessments for the collateral it does not
rate.  The rating agency modeled a bottom-dollar WARF of 1779,
compared to 1725 at last review.  The current ratings on the
Moody's-rated collateral and the assessments of the non-Moody's
rated collateral follow: Aaa-Aa3 (11.3%, compared to 11.5% at last
review); A1-A3 (6.8%, compared to 8.5% at last review); Baa1-Baa3
(25.4%, compared to 26.9% at last review); Ba1-Ba3 (16.7%, compared
to 24.9% at last review); B1-B3 (27.6%, compared to 20.0% at last
review); and Caa1-Ca/C (12.1%, compared to 8.2% at last review).

Moody's modeled a WAL of 4.9 years, compared to 6.1 years at last
review.  The WAL is based on assumptions about extensions on the
underlying loans and look-through loans exposures of the CMBS
collateral.

Moody's modeled a fixed WARR of 33.1%, compared to 33.5% at last
review.

Moody's modeled a MAC of 14.5%, compared to 12.1% at last review.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's
Approach to Rating SF CDOs" published in July 2015.

Factors that would lead to an upgrade or downgrade of the ratings:

The performance of the notes is subject to uncertainty, because it
is sensitive to the performance of the underlying portfolio, which
in turn depends on economic and credit conditions that are subject
to change.  The servicing decisions of the master and special
servicer and surveillance by the operating advisor with respect to
the collateral interests and oversight of the transaction will also
affect the performance of the rated notes.

Moody's Parameter Sensitivities: Changes to any one or more of the
key parameters could have rating implications for some of the rated
notes, although a change in one key parameter assumption could be
offset by a change in one or more of the other key parameter
assumptions.  The rated notes are particularly sensitive to changes
in the credit quality of the underlying collateral and credit
assessments.  Notching down the 100% of the collateral pool by one
notch would result in an average modeled rating movement on the
rated notes of zero to three notches downward (e.g., one notch down
implies a ratings movement of Baa3 to Ba1).  Notching up 100% of
the collateral pool by one notch would result in an average modeled
rating movement on the rated notes of zero to two notches upward
(e.g., one notches upward implies a ratings movement of Baa3 to
Baa2).

The primary sources of uncertainty in Moody's assumptions are the
extent of growth in the current macroeconomic environment given the
weak recovery and certain commercial real estate property markets.
Commercial real estate property values continue to improve
modestly, along with a rise in investment activity and
stabilization in core property type performance.  Limited new
construction and moderate job growth have aided this improvement.
However, sustained growth will not be possible until investment
increases steadily for a significant period, non-performing
properties are cleared from the pipeline and fears of a euro area
recession abate.


CARLMAC-MCKINNON'S: Wants Exclusive Plan Filing to End Sept. 16
---------------------------------------------------------------
Carlmac-McKinnon's, Inc., asks the U.S. Bankruptcy Court for the
District of Massachusetts to extend the exclusive period for filing
and solicitation of the Plan of Reorganization for an additional
period to Sept. 16, 2016, from May 20, 2016, so as to give
sufficient time to determine if a sale or a restructuring of the
debt is the most appropriate course of action for a Plan which is
in the best interest of creditors.

Since the filing, the Debtor has worked to reduce overhead costs
and expand its sales and business operations.  The Debtor has also
explored the option of selling the business in order to satisfy the
claims of creditors.

In addition, to explore all options, the Debtor has also employed a
business broker to procure a buyer for the sale of the retail meat
market and grocery store doing business under the name of
McKinnon's which business is located at 239A Elm Street,
Somerville, Massachusetts.

The Chapter 11 was filed in order to allow the Debtor to stabilize
its operations and to facilitate a reorganization of its business
and to maintain operation for the benefit of its customers, its
creditors, its vendors, and its employees.  The Debtor has
undertaken a number of steps while in Chapter 11 as it has sought
to reorganize its business affairs.  All of these efforts and more
are contemplated to have a substantial affect on the Debtor's
reorganization efforts and the ability to propose a feasible Plan.

The Debtor has been operating and paying its obligations in the
ordinary course as it prepares for the filing of its Plan of
Reorganization.  The Debtor has been working with its business
broker to procure a buyer for its property.  The business broker
advises that the average time to sell a business of this sort is
approximately 6-9 months.  However, at the present, the Debtor has
two parties who have expressed serious interest and are pursuing
the due diligence needed to determine if an offer will be made.

Carlmac-McKinnon's, Inc., owns and operates a retail meat market
and grocery store located in Somerville, Massachusetts, from which
it generates its revenues.

It filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case
No. 15-14530) on Nov. 23, 2015.  Nina M. Parker, Esq., at Parker &
Associates serves as the Debtor's bankruptcy counsel.


CAYOT REALTY: Taps Kurtzman Matera as Legal Counsel
---------------------------------------------------
Cayot Realty Inc. seeks approval from the U.S. Bankruptcy Court for
the Southern District of New York to hire Kurtzman Matera P.C. as
its counsel.

The Debtor tapped the firm to:

     (a) give legal advice with respect to the powers and duties
         of a debtor-in-possession in the continued operation of
         its business and management of its property;

     (b) take the necessary legal steps to enjoin and stay pending

         actions and proceedings;

     (c) prepare legal papers on behalf of the Debtor; and

     (d) examine claims to establish their validity and the
         amounts due.

Kurtzman Matera will bill the Debtor's estate at its normal hourly
rate of $495 for attorneys and $200 for paralegal.  The firm was
paid a retainer of $36,717 inclusive of the filing fee by the
Debtor.

Rosemarie Matera, Esq., at Kurtzman Matera, disclosed in an
affidavit that her firm does not represent an interest adverse to
the estate and that it is a disinterested person within the meaning
of section 101(14) of the Bankruptcy Code.

Kurtzman Matera can be reached through:

     Rosemarie E. Matera
     664 Chestnut Ridge Road
     Spring Valley, New York 10977
     (845) 352-8800

                        About Cayot Realty

Cayot Realty Inc. sought protection under Chapter 11 of the
Bankruptcy Code in the Southern District of New York (White Plains)
(Case No. 16-22664) on May 16, 2016.  

The petition was signed by Charles L. Cayot III, president. The
case is assigned to Judge Robert D. Drain.

The Debtor disclosed total assets of $3.02 million and total debts
of $2.15 million.


CENGAGE LEARNING: S&P Affirms 'B' CCR, Outlook Remains Stable
-------------------------------------------------------------
S&P Global Ratings said that it affirmed its 'B' corporate credit
rating on Boston-based Cengage Learning Holdings II Inc.  The
rating outlook remains stable.

At the same time, S&P assigned its 'BB-' issue-level rating and '1'
recovery rating to Cengage's proposed $250 million asset-based
lending (ABL) revolving credit facility and $1.59 billion
first-lien term loan.  The '1' recovery rating indicates S&P's
expectation for very high recovery (90%-100%) of principal in the
event of a payment default.

S&P also assigned its 'CCC+' issue-level rating and '6' recovery
rating to Cengage's proposed $740 million senior unsecured notes.
The '6' recovery rating indicates S&P's expectation for negligible
recovery (0%-10%) of principal in the event of a payment default.

"The stable rating outlook reflects our expectation Cengage will
have healthy free operating cash flow over the next 12 months and
its debt leverage will remain in the mid- to high-5x area, but
gradually improve through modest EBITDA growth," said S&P Global
Ratings credit analyst Thomas Hartman.  "The stable outlook is also
based on our expectation that liquidity will remain adequate."

S&P could lower its corporate credit rating on Cengage's if the
company's operating performance deteriorates, causing cash flow
generation to weaken considerably and FOCF to debt to approach 5%,
or if S&P expects leverage increase to and remain above 6.5x.  This
could occur if the company further increases leverage (potentially
through additional debt-financed dividends) or if it faces an
acceleration of enrollment declines and digital growth stalls.

Although highly unlikely over the next year, S&P could raise the
rating if Cengage gains market share, continues to increase the
contribution from digital operations, and consistently improves its
operating performance, resulting in sustained leverage below 5x.
An upgrade would also depend on significant moderation in Cengage's
financial policy that convinces S&P that leverage will remain below
5x.


CENTRAL BEEF IND: Hires Garcia & Ortiz as Accountant
----------------------------------------------------
Central Beef Ind., LLC, et al., ask for authorization from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Garcia & Ortiz, P.A., as certified public accountant nunc pro tunc
to the Petition Date.

The Firm will:

      (a) provide accounting services to the Debtors in connection

          with this Chapter 11 case and the Debtors' emergence
          from Chapter 11 as required by the Debtors from time to
          time;

      (b) prepare federal, state and county tax returns; and

      (c) perform other functions as requested by the Debtors or
          its counsel.

The Firm will behas advised the Debtor that its current hourly
rates range from $75.00 per hour to $315.00 per hour for its

The Firm's professionals and staff which may assist in providing
services to the Debtors will be paid hourly rates of between $75
and $315.

The Firm holds a pre-petition unsecured claim in the amount of
$3,023, which the Debtor listed on its Schedule E/F, but the Firm
has agreed to waive any claim against the estate as a condition
precedent to employment by the Debtors.

William J. Metz, CPA of Farcia & Ortiz, assures the Court that the
Firm is disinterested as defined in 11 U.S.C. Section 101(14).

The Firm can be reached at:

      Garcia & Ortiz, P.A.
      888 Executive Center Dr. W., Suite 101
      St. Petersburg, FL 33702
      Tel: (727) 576-1245 (St Pete)
           (813) 228-9709 (Tampa)
      Fax: (727) 578-4072

                        About Central Beef

Central Beef Ind., LLC, 5C of Central Florida, LLLP and CBI
Management/Administration, LLC, engaged in the business of
purchasing cattle and beef production, each filed a Chapter 11
bankruptcy petition (Bankr. M.D. Fla. Case Nos. 16-02366, 16-02368
and 16-02370, respectively) on March 21, 2016.  Ida Raye
Chernin
signed the petitions as manager. Stichter, Riedel, Blain &
Poster, P.A., represents the Debtors as counsel. Â

Judge Catherine Peek McEwen has been assigned the cases.

The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Debtors' cases.


CENVEO INC: S&P Lowers CCR to 'CC' on Debt Exchange Offer
---------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Stamford,
Conn.-based diversified printing company Cenveo Inc. to 'CC' from
'CCC+'.  The rating outlook is negative.

At the same time, S&P lowered its issue-level rating on the
company's 11.5% senior unsecured due May 2017 to 'CC' from 'CCC-'.

S&P's other ratings on the company remain unchanged.

The downgrade follows Cenveo's announcement that it has launched a
subpar exchange offer for its 11.5% senior unsecured notes due 2017
and entered into a subpar exchange agreement for certain holders of
its 7% senior convertible notes.

"We view the transaction as a distressed exchange because investors
will receive less than what was promised on the original securities
in terms of both principal and interest," said S&P Global Ratings
credit analyst Minesh Patel.  "As a result, if the exchange is
completed as proposed, we would view the exchange as tantamount to
default," Mr. Patel added.

The rating outlook is negative.  S&P intends to lower its corporate
credit rating on Cenveo to 'SD' (selective default) and lower the
11.5% senior unsecured notes rating to 'D' once the swap is
completed.  Subsequently, S&P would reassess Cenveo's prospective
credit profile, and assign a corporate credit rating and outlook
that reflect S&P's assessment of the company's business risk and
financial risk profiles, based on its revised capital structure.



CHAPARRAL ENERGY: 341 Meeting of Creditors Set for June 17
----------------------------------------------------------
The meeting of creditors of Chaparral Energy Inc. is set to be held
on June 17, 2016, at 10:00 a.m., according to a filing with the
U.S. Bankruptcy Court in Delaware.

The meeting will be held at J. Caleb Boggs Federal Building, Room
2112, 2nd Floor, 844 King Street, Wilmington, Delaware.

The court overseeing the bankruptcy case of a company schedules the
meeting of creditors usually about 30 days after the bankruptcy
petition is filed.  The meeting is called the "341 meeting" after
the section of the Bankruptcy Code that requires it.

A representative of the company is required to appear at the
meeting and answer questions under oath.  The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.

                        About Chaparral

Founded in 1988, Chaparral Energy, Inc. is a Delaware corporation
headquartered in Oklahoma City and a pure play Mid-Continent
independent oil and natural gas exploration and production
company.

The Company has capitalized on its sustained success in the
Mid-Continent area in recent years by expanding its holdings to
become a leading player in the liquids rich STACK play, which is
home to multiple oil-rich reservoirs including the Oswego, Meramec,
Osage, Woodford and Hunton formations.  In addition, the Company
has significant holdings in the Mississippi Lime play and a
leadership position in CO2 EOR where the Company is now the third
largest CO2 EOR operator in the United States based on the number
of active projects.  This EOR position is underscored by the
Company's activity in the North Burbank Unit in Osage County,
Oklahoma, which is the single largest oil recovery unit in the
state.

Chaparral Energy reported a net loss of $1.33 billion on $324.31
million of total revenues for the year ended Dec. 31, 2015,
compared to net income of $209 million on $682 million of total
revenues for the year ended Dec. 31, 2014.  As of Dec. 31, 2015,
Chaparral Energy had $1.20 billion in total assets, $1.82 billion
in total liabilities and a total stockholders' deficit of $620
million.

The Company's auditors Grant Thornton LLP, in Oklahoma City,
Oklahoma, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2015,
citing that the Company incurred a net loss of approximately $1,334
million during the year ended Dec. 31, 2015, and as of that date,
the Company's current liabilities exceeded its current assets by
approximately $1,522 million and its total liabilities exceeded its
total assets by approximately $620 million.  Also, subsequent to
Dec. 31, 2015, the Company is in default on its debt obligations.
These conditions, along with other matters, raise substantial doubt
about the Company's ability to continue as a going concern.


CHAPARRAL ENERGY: Court Orders Joint Administration of Cases
------------------------------------------------------------
The U.S. Bankruptcy Court in Delaware has ordered the joint
administration of the Chapter 11 cases of Chaparral Energy Inc. and
its 10 affiliates under Case No. 16-11144.  The bankruptcy cases
will be consolidated for procedural purposes only, according to the
bankruptcy court's order.

                        About Chaparral

Founded in 1988, Chaparral Energy, Inc. is a Delaware corporation
headquartered in Oklahoma City and a pure play Mid-Continent
independent oil and natural gas exploration and production
company.

The Company has capitalized on its sustained success in the
Mid-Continent area in recent years by expanding its holdings to
become a leading player in the liquids rich STACK play, which is
home to multiple oil-rich reservoirs including the Oswego, Meramec,
Osage, Woodford and Hunton formations.  In addition, the Company
has significant holdings in the Mississippi Lime play and a
leadership position in CO2 EOR where the Company is now the third
largest CO2 EOR operator in the United States based on the number
of active projects.  This EOR position is underscored by the
Company's activity in the North Burbank Unit in Osage County,
Oklahoma, which is the single largest oil recovery unit in the
state.

Chaparral Energy reported a net loss of $1.33 billion on $324.31
million of total revenues for the year ended Dec. 31, 2015,
compared to net income of $209 million on $682 million of total
revenues for the year ended Dec. 31, 2014.  As of Dec. 31, 2015,
Chaparral Energy had $1.20 billion in total assets, $1.82 billion
in total liabilities and a total stockholders' deficit of $620
million.

The Company's auditors Grant Thornton LLP, in Oklahoma City,
Oklahoma, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2015,
citing that the Company incurred a net loss of approximately $1,334
million during the year ended Dec. 31, 2015, and as of that date,
the Company's current liabilities exceeded its current assets by
approximately $1,522 million and its total liabilities exceeded its
total assets by approximately $620 million.  Also, subsequent to
Dec. 31, 2015, the Company is in default on its debt obligations.
These conditions, along with other matters, raise substantial doubt
about the Company's ability to continue as a going concern.


CHAPARRAL ENERGY: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
The Office of the U.S. Trustee on May 18 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 cases of Chaparral Energy, Inc. and its
affiliates.

                      About Chaparral Energy

Chaparral Energy, Inc. and its 10 affiliates sought protection
under Chapter 11 of the Bankruptcy Code in the District of Delaware
(Delaware) (Lead Case No. 16-11144) on May 9, 2016.  

The petition was signed by Mark A. Fischer, chief executive
officer. The Debtors are represented by Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A.

The Debtors estimated assets of $50 million to $100 million and
debts of $1 billion to $10 billion.


CHARTER COMMUNICATIONS: Fitch Hikes Issuer Default Ratings to BB+
-----------------------------------------------------------------
Fitch Ratings, on May 16, 2016, issued a correction to a press
release issued for Charter Communications LLC.  It clarifies that
the senior secured rating for CCO Safari II and III is 'BBB-'
rather than 'BBB' as stated in the ratings list of the original
release.

The revised ratings release is as follows:

Fitch Ratings has upgraded the Issuer Default Ratings (IDR)
assigned to CCO Holdings, LLC (CCOH) and Charter Communications
Operating, LLC (CCO) to 'BB+' from 'BB-'. Fitch has also upgraded
the specific issue ratings assigned to CCOH and CCOH Safari, LLC
(CCOH Safari) to 'BB+' from 'BB-' and CCO to 'BBB-' from 'BB+'.
Fitch also affirmed the specific issue ratings assigned to CCO
Safari II, LLC (CCO Safari II) and CCO Safari III, LLC (CCO Safari
III). The Rating Outlook is Stable.

In addition, Fitch has downgraded the IDR of Time Warner Cable,
Inc. (TWC) and Time Warner Cable Enterprises LLC (TWCE) to 'BB+'
from 'BBB'. Fitch has also downgraded the specific issue ratings
assigned to TWC and TWCE to 'BBB-' from 'BBB' and withdrew the 'F2'
Short-Term IDR and commercial paper ratings assigned to TWC as this
facility is being closed. The Rating Outlook is Stable.

The rating changes are driven by Charter Communications, Inc.'s
(Charter) receiving approval from the California Public Utilities
Commission on May 12, 2016 to complete its previously announced
merger with TWC and acquisition of Bright House Networks (Bright
House) (the Transactions). As such, the Transactions have received
all required regulatory approvals and are now expected to close by
mid-May 2016. Fitch views the Transactions positively and believes
they will strengthen Charter's overall credit profile.

Fitch expects to make several rating changes upon the closing of
the Transactions. CCOH Safari's unsecured bonds are expected to
become senior unsecured obligations of CCOH while the senior
secured debt of CCO Safari II and CCO Safari III will become
obligations of CCO. At such time, Fitch will withdraw the specific
issue ratings assigned to CCOH Safari, CCO Safari II and CCO Safari
III. Simultaneously, TWC and TWCE's senior unsecured bonds are
expected to become senior secured obligations of CCO. At such time,
Fitch will withdraw the senior unsecured ratings assigned to both
TWC and TWCE and assign a 'BBB-' senior secured issue rating to TWC
and TWCE's senior secured notes.

Fitch placed CCOH and CCO 'BB-' IDRs on Rating Watch Positive
following the April 2015 announcement of the acquisition of Bright
House from Advance/Newhouse Partnership (A/N), valued at $10.4
billion as of May 12, 2016. Following the announcement that Comcast
Corporation and TWC had terminated their merger agreement, on May
18, 2015, Charter and A/N reaffirmed their commitment to complete
the Bright House acquisition under the same economic and governance
terms. CCOH and CCO are indirect wholly owned subsidiaries of
Charter.

On May 23, 2015, Charter announced a merger with TWC valued at $78
billion as of May 12, 2016. The offer consists of a combination of
cash and Charter stock totalling $57 billion for all outstanding
TWC shares. TWC shareholders had two options for the split between
cash and Charter common stock: 1) $100.00 cash and 0.5409 shares of
Charter common stock for each share of TWC common stock or 2)
$115.00 cash and 0.4562 shares of Charter common stock for each
share of TWC common stock. As of May 12, 2016, the deadline for
electing the form of consideration, approximately 1% of TWC
shareholders chose the $115 cash election resulting in additional
cash requirements of less than $50 million. Charter has sufficient
cash on hand to fund the increased cash needs.

KEY RATING DRIVERS

M&A Activity Credit-Positive: Fitch views the TWC and Bright House
transactions positively and believes they will strengthen Charter's
overall credit profile. Fitch estimates that Charter's total
leverage, pro forma for the Transactions, was 4.6x at Dec. 31,
2015.

Integration Key to Success: Integration risks are elevated with two
simultaneous transactions, and Charter's ability to manage the
integration process and limit disruption to the company's overall
operations is key to the success of the Transactions.

Credit Profile Changes: Charter's pro forma Fitch-calculated total
leverage exceeds its target of 4x and 4.5x at closing, but is
expected to fall below 4.5x within 12 months. In addition, Fitch
estimates pro forma first lien leverage is 3.6x. On a pro forma
operating basis, the combined company will serve 25 million
customers and become the second largest cable multiple system
operator in the country

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

KEY ASSUMPTIONS

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

-- Mid-single-digit pro forma revenue growth highlighted by
    continued high-speed data and commercial service revenue
    growth.

-- Pro forma EBITDA margin improves as ARPU growth from
    subscribers taking more advanced video services and higher
    speed data service tiers offsets increased programming costs
    and spending to enhance customer service and products.

-- Fitch estimates Charter will generate more than $4 billion of
    pro forma FCF in 2016 and 2017.

RATING SENSITIVITIES

Positive rating actions would be contemplated given the following:

-- Integrating TWC and Bright House while limiting disruption in
    the company's overall operations;

-- Demonstrating continued progress in closing gaps relative to
    its industry peers in service penetration rates and strategic
    bandwidth initiatives;

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

-- Reduction and maintenance of total leverage below 4.0x.

Fitch believes negative rating actions would likely occur given the
following:

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

-- Adoption of a more aggressive financial strategy;

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

LIQUIDITY

Fitch regards Charter's liquidity position and overall financial
flexibility as satisfactory given the rating category. Charter's
financial flexibility will improve in step with the growth of free
cash flow (FCF) generation following the completion of the
Transactions. Charter generated $519 million of FCF during the year
ended Dec. 31, 2015 and Fitch expects Charter to generate more than
$4 billion in 2016. The company's liquidity position at Dec. 31,
2015 includes cash of $5 million, excluding cash held in escrow at
Safari Entities, and is supported by $961 million of borrowing
capacity from its $1.3 billion revolver, which expires in April
2018, and anticipated FCF generation. Fitch notes that the revolver
will roll into a new $3 billion facility that matures in May 2021
with the closing of the Transactions.

Charter's pro forma leverage as of the last 12 months ended Dec.
31, 2015 was 4.6x while senior secured leverage was 3.6x. Charter's
total leverage target remains unchanged, ranging between 4x and
4.5x, and will remain unchanged following the completion of the
Transactions.

Charter's pro forma maturity profile is manageable with less than
15% of outstanding debt maturing before 2019, including $164
million in 2016 and $2.2 billion in both 2017 and 2018. Fitch
believes that Charter has the financial flexibility to retire near
term maturities with cash on hand and future FCF.

FULL LIST OF RATING ACTIONS

Fitch has removed the Rating Watch Positive and upgraded the
following ratings:

CCO Holdings, LLC (CCOH)
-- Long-Term IDR to 'BB+' from 'BB-';
-- Senior unsecured to 'BB+' from 'BB-'.

Charter Communications Operating, LLC (CCO)
-- Long-Term IDR to 'BB+' from 'BB-';
-- Senior secured to 'BBB-' from 'BB+'.

CCOH Safari, LLC
-- Senior unsecured to 'BB+' from 'BB'.

Fitch has affirmed the following ratings:

CCO Safari II, LLC
-- Senior secured at 'BBB-'.

CCO Safari III, LLC
-- Senior secured at 'BBB-'.

Fitch has assigned a Stable Outlook.

Fitch has removed the Rating Watch Negative and downgraded the
following ratings:

Time Warner Cable, Inc.
-- Long-Term IDR to 'BB+' from 'BBB'
-- Senior unsecured to 'BBB-' from 'BBB'.

Time Warner Cable Enterprises LLC
-- Long-Term IDR to 'BB+' from 'BBB';
-- Senior shelf to 'BBB-' from "BBB";
-- Senior unsecured to 'BBB-' from 'BBB'

Fitch has assigned a Stable Outlook.

Fitch has withdrawn the following ratings:

Time Warner Cable, Inc.
-- Short-Term IDR 'F2';
-- Commercial paper 'F2'.


CHC GROUP: 341 Meeting of Creditors Set for June 13
---------------------------------------------------
The meeting of creditors of CHC Group Ltd. and its affiliates is
set to be held on June 13, 2016, at 11:00 a.m., according to a
filing with the U.S. Bankruptcy Court for the Northern District of
Texas.

The court overseeing the bankruptcy case of a company schedules the
meeting of creditors usually about 30 days after the bankruptcy
petition is filed.  The meeting is called the "341 meeting" after
the section of the Bankruptcy Code that requires it.

A representative of the company is required to appear at the
meeting and answer questions under oath.  The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.

                      About CHC Group

Headquartered in Irving, Texas, CHC is a global commercial
helicopter services company primarily servicing the offshore oil
and gas industry.  CHC maintains bases on six continents with major
operations in the North Sea, Brazil, Australia, and several
locations across Africa, Eastern Europe, and South East Asia.  CHC
maintains a fleet of 230 medium and heavy helicopters, 67 of which
are owned by it and the remainder are leased from various
third-party lessors.

CHC Group Ltd. and 42 of its wholly-owned subsidiaries each filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code in the U.S. Bankruptcy Court for the Northern District of
Texas on May 5, 2016.

As of Jan. 31, 2016, CHG had $2.16 billion in total assets and
$2.19 billion in total liabilities.  

The Debtors have hired Weil, Gotshal & Manges LLP as counsel,
Debevoise & Plimpton LLP as special aircraft counsel, PJT Partners
LP as investment banker, Seabury Corporate Advisors LLC as
financial advisor, CDG Group, LLC as restructuring advisor, and
Kurtzman Carson Consultants LLC as claims and noticing agent.


CHC GROUP: Court Orders Joint Administration of Cases
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
ordered the joint administration of the Chapter 11 cases of CHC
Group Ltd. and its 42 affiliates under Case No. 16-31854.

The bankruptcy cases will be consolidated for procedural purposes
only, according to the bankruptcy court's order.

                      About CHC Group

Headquartered in Irving, Texas, CHC is a global commercial
helicopter services company primarily servicing the offshore oil
and gas industry.  CHC maintains bases on six continents with major
operations in the North Sea, Brazil, Australia, and several
locations across Africa, Eastern Europe, and South East Asia.  CHC
maintains a fleet of 230 medium and heavy helicopters, 67 of which
are owned by it and the remainder are leased from various
third-party lessors.

CHC Group Ltd. and 42 of its wholly-owned subsidiaries each filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code in the U.S. Bankruptcy Court for the Northern District of
Texas on May 5, 2016.

As of Jan. 31, 2016, CHG had $2.16 billion in total assets and
$2.19 billion in total liabilities.  

The Debtors have hired Weil, Gotshal & Manges LLP as counsel,
Debevoise & Plimpton LLP as special aircraft counsel, PJT Partners
LP as investment banker, Seabury Corporate Advisors LLC as
financial advisor, CDG Group, LLC as restructuring advisor, and
Kurtzman Carson Consultants LLC as claims and noticing agent.


CHC GROUP: Granted Protections of Bankruptcy Code
-------------------------------------------------
CHC Group Ltd. received approval of its request for protections
granted to a debtor under the Bankruptcy Code.

The order, issued by the U.S. Bankruptcy Court for the Northern
District of Texas, granted the company and its affiliates the
protections described in Sections 362, 365, 525 and 541(c) of the
Bankruptcy Code.  

The ruling would prevent or halt actions by anyone against  the
companies, which include terminating their contracts, pursuing
claims and discriminating against the companies solely because they
are debtors under the Bankruptcy Code.

                      About CHC Group

Headquartered in Irving, Texas, CHC is a global commercial
helicopter services company primarily servicing the offshore oil
and gas industry.  CHC maintains bases on six continents with major
operations in the North Sea, Brazil, Australia, and several
locations across Africa, Eastern Europe, and South East Asia.  CHC
maintains a fleet of 230 medium and heavy helicopters, 67 of which
are owned by it and the remainder are leased from various
third-party lessors.

CHC Group Ltd. and 42 of its wholly-owned subsidiaries each filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code in the U.S. Bankruptcy Court for the Northern District of
Texas on May 5, 2016.

As of Jan. 31, 2016, CHG had $2.16 billion in total assets and
$2.19 billion in total liabilities.  

The Debtors have hired Weil, Gotshal & Manges LLP as counsel,
Debevoise & Plimpton LLP as special aircraft counsel, PJT Partners
LP as investment banker, Seabury Corporate Advisors LLC as
financial advisor, CDG Group, LLC as restructuring advisor, and
Kurtzman Carson Consultants LLC as claims and noticing agent.

The cases are pending joint administration under Case No. 16-31854
before the Honorable Judge Jernigan.


CHESAPEAKE ENERGY: S&P Lowers Corporate Credit Rating to 'SD'
-------------------------------------------------------------
S&P Global Ratings lowered the corporate credit rating on Oklahoma
City-based Chesapeake Energy Corp. to 'SD' from 'CCC'.  At the same
time, S&P lowered the ratings on the company's 2.5% contingent
convertible senior notes due 2037 and 6.5% senior notes due 2017 to
'D' from 'CC'.  

"The downgrades reflect our assessment that the debt for equity
exchange on Chesapeake's 2.5% contingent convertible senior notes
due 2037 and 6.5% notes due 2017 was a distressed exchange based on
the holders receiving less than face value, and our view that the
company is facing a potential sharp liquidity contraction next
year," said S&P Global Ratings credit analyst Paul Harvey.

Chesapeake's $344 million 6.25% Euro–denominated notes mature in
January 2017, $341 million 6.5% senior notes in August 2017, and
$812 million 2.5% contingent convertible notes due 2037 can be put
to the company for cash in May 2017.  Pro forma for the exchanges,
Chesapeake has about $1.5 billion maturing or putable in 2017.  S&P
expects Chesapeake to continue to execute further exchanges on 6.5%
and 2.5% notes up to their maturity, given the benefits to
liquidity from retiring debt at even a modest discount to par.  The
debt-for-equity exchanges on the company's 2.25% contingent
convertible notes due 2038 ($10 million principal) and floating
rate senior notes due 2019 ($15 million principal) were not
assessed as selective defaults as the amounts exchanged are not
material to either the note issue or overall debt structure of
Chesapeake.

S&P expects to reassess the corporate credit rating within the next
week.  S&P expects the rating to return to 'CCC', based on our
expectation that Chesapeake could pursue significant exchanges for
additional debt issues below par value, which S&P could view as a
selective default.  S&P also notes that it expects to maintain the
'D' issue-level rating on the 2.5% contingent convertible notes due
2037 and 6.5% senior notes due 2017 because S&P expects there to be
a high likelihood of additional sub-par exchanges on these issues.


CICERO INC: Incurs $602,000 Net Loss in First Quarter
-----------------------------------------------------
Cicero Inc. filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing a net loss of $602,000 on
$407,000 of total operating revenue for the three months ended
March 31, 2016, compared to a net loss of $865,000 on $460,000 of
total operating revenue for the same period in 2015.

As of March 31, 2016, Cicero had $3.21 million in total assets,
$11.04 million in total liabilities and a total stockholders'
deficit of $7.83 million.

Cash and cash equivalents increased to $1.12 million at March 31,
2016, from $1.01 million at Dec. 31, 2015, an increase of $112,000.
The increase is primarily attributable to collections of accounts
receivable from year end, revenue generated in the first three
months of 2016 offset by expenses in the first three months of 2016
and short term borrowings.

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

                     https://is.gd/LXtURh

                       About Cicero Inc.

Cary, N.C.-based Cicero, Inc., provides business integration
software solutions and also provides technical support, training
and consulting services as part of its commitment to providing
customers with industry-leading solutions.

The Company focuses on the customer experience management market
with emphasis on desktop integration and business process
automation with its Cicero XM(TM) products.  Cicero XM enables the
flow of data between different applications, regardless of the
type and source of the application, eliminating redundant entry
and costly mistakes.

Cicero Inc. reported a net loss applicable to common stockholders
of $3.81 million on $1.94 million of total operating revenue for
the year ended Dec. 31, 2015, compared to a net loss applicable to
common stockholders of $4.05 million on $1.90 million of total
operating revenue for the year ended Dec. 31, 2014.

Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, noting that the Company has suffered
recurring losses from operations and has a working capital
deficiency as of Dec. 31, 2015.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.


CLAIRE'S STORES: S&P Raises CCR to 'CCC-' on Bond Exchange
----------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on
Florida-based Claire's Stores Inc. to 'CCC-' from 'SD'.  The
outlook is negative.

At the same time, S&P raised the issue-level rating on the
company's remaining $85.2 million senior subordinated notes due
2017 to 'C' from 'D'.  The recovery rating on the notes remains
'6', reflecting S&P's expectation of negligible (0%-10%) recovery
in the event of payment default.

S&P also assigned a 'C' issue-level rating to the company's new
$174.4 million 10.5% PIK senior subordinated notes due 2017.  The
recovery rating on these notes is '6', indicating S&P's expectation
of negligible (0%-10%) recovery in the event of payment default.

S&P also lowered its issue-level rating on the company's senior
secured first-lien debt to 'CCC-' from 'CCC'.  The recovery rating
is '3', indicating S&P's expectations for meaningful recovery in
the event of default, at the lower end of the 50% to 70% range.
S&P lowered its issue-level rating on the company's senior secured
second-lien debt and senior unsecured debt to 'C' from 'CC'.  The
recovery rating is '6', indicating S&P's expectations for
negligible recovery.

"The rating action follows our review of Claire's capital structure
and its liquidity position after the company's partial bond
exchange of its 10.5% senior secured notes due 2017.  We believe
the risk of further defaults remains high over the coming quarters.
The transaction reduces the company's cash interest expense
requirement by roughly $18 million per year, but Claire's still
faces significant debt maturities in the next year," said credit
analyst Samantha Stone.  "The rating reflects the company's
negative cash flow, large debt burden, limited liquidity and
covenant compliance, unchanged refinancing risk in 2017, and
still-weak operating trends that we believe will continue in 2016.
A newly appointed CEO could accelerate operational and financial
restructuring in the near term.  We believe the capital structure
is unsustainable and operations will not meaningfully improve over
the next 12 months ahead of the company's 2017 debt maturities."

The negative outlook reflects S&P's belief that the capital
structure is unsustainable given its expectation for operating
performance in 2016.  In S&P's view, the company may not have
sufficient liquidity to meet its debt obligations in 2017.

S&P could lower its ratings if it believes a default such as
further debt exchange transactions is inevitable or announced
within the next six months, or if S&P believes the company will
breach financial covenants.  This could occur if operating
performance erosion is worse than S&P's base-case assumptions,
causing further erosion in liquidity leading the company to seek a
restructuring of its capital structure.

A positive rating action is unlikely in the near term and would be
predicated on a substantial improvement in operating performance
from its strategic initiatives for positive sustainable same-store
sales and traffic trends, such that the company generates positive
free operating cash flow, has sufficient liquidity to meet debt
obligations and operating needs, and is able to maintain adequate
covenant compliance.  S&P do not expect this scenario over the next
12 months.


COLLAVINO CONSTRUCTION: Port Authority to Pay $12.3M to End Row
---------------------------------------------------------------
Katy Stech, writing for Daily Bankruptcy Review, reported that the
Port Authority of New York and New Jersey has reached a deal to end
an $87 million payment dispute with a Canadian construction firm
that helped build the One World Trade Center skyscraper in lower
Manhattan.

According to the report, the deal, which was revealed Wednesday in
court papers, calls for Port Authority officials to pay $12.3
million to Ontario-based Collavino Construction Co.  The money will
enable Collavino Construction officials to make final payments to
subcontractors who were hired for the World Trade Center project,
the report related.

The Wall Street Journal reported last year that Collavino was
pushing the Port Authority to pay $87 million for the job.  Port
Authority officials "deny any liability" to Collavino Construction
and "assert that they have incurred damages arising out of
[construction firm's] involvement in the project," the Journal
said, citing court papers.

                   About Collavino Construction

Family-owned The Collavino Group owns entities that operate in
various sectors of the construction industry in the New York-New
Jersey metropolitan area, Canada, and the Detroit metropolitan
area. The Collavino Group performs contracts in both the public
and
private sectors as a general contractor, design-build consultant,
construction manager and prime subcontractor for cast-in-place and
precast concrete works.

CCCI sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
14-12908) on Oct. 17, 2014  CCCL sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 15-10344) on Feb. 18, 2015.

CCCL disclosed $88,418,514 in assets and $6,274,097 in liabilities
as of the Chapter 11 filing.

Judge Shelley C. Chapman presides over the cases.  The Court has
entered an order approving joint administration of the two cases.
The Debtors tapped Cullen and Dykman LLP as counsel, and Peckar &
Abramson, P.C., as special litigation counsel.


COLOR LANDSCAPES: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
William Miller, U. S. bankruptcy administrator, on May 18 filed
with the U.S. Bankruptcy Court for the Middle District of North
Carolina a statement of inability to form an official committee of
unsecured creditors in the Chapter 11 case of Color Landscapes by
Michael Dickey, Inc.

                      About Color Landscapes

Color Landscapes by Michael Dickey, Inc. sought protection under
Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for
the Middle District of North Carolina (Greensboro) (Case No.
16-10435) on May 2, 2016.

The Debtor is represented by Dirk W. Siegmund, Esq., at Ivey,
McClellan, Gatton & Stegmund, LLP. The case is assigned to Judge
Lena M. James.

The Debtor disclosed total assets of $1.09 million and total debts
of $1.49 million.


COMMSCOPE HOLDING: Moody's Hikes Corporate Family Rating to Ba3
---------------------------------------------------------------
Moody's Investors Service upgraded CommScope Holding Company,
Inc.'s corporate family rating to Ba3 from B1 and upgraded its
senior unsecured PIK notes rating to B2 from B3. In addition,
Moody's upgraded subsidiary CommScope Inc.'s senior secured credit
facility and senior secured notes to Ba1 from Ba2 and its senior
unsecured notes rating to B1 from B2. Moody's also upgraded
CommScope Technologies LLC's senior unsecured notes to B1 from B2.
CommScope Technologies LLC is subsidiary of CommScope, Inc. The
upgrade was driven by management's plans to paydown debt over the
next 12 to 18 months, targeting an aggregate reduction of $1
billion post the August 2015 closing of the BNS acquisition.
Moody's also affirmed the company's speculative grade liquidity
SGL-1 rating. The ratings outlook is stable.

RATING RATIONALE

The Ba3 corporate family rating reflects CommScope's scale, leading
market positions across numerous carrier, cable and enterprise
connectivity markets and cash flow generating capabilities offset
by the company's debt levels, acquisition appetite and end market
volatility. CommScope has leading positions across multiple
end-markets including carrier based antenna systems, small-cell
distributed antenna systems, structured cabling systems, coaxial
cable systems, and fiber optic cabling and connectivity solutions
and is considered the largest player in the majority of its
markets. Leverage levels are considered high however given the
frequency and severity of downturns in the connectivity industry
and volatility in carrier spending patterns.

Moody's estimates debt to EBITDA was approximately 5.5x as of LTM
March 30, 2016, pro forma for the acquisitions of BNS and Airvana,
the elimination of one-time costs and reflecting certain cost
synergies (leverage is approximately 6.6x excluding one-time costs
and synergies). Pro forma for the planned $300 million debt
reduction in June, Moody's estimates leverage to be approximately
5.2x (6.3x excluding one-time costs and synergies). Leverage is
expected to decline to 4.5x or below over the next 12 to 18 months
driven by further debt paydowns and realization of cost synergies
from the acquisition of TE Connectivity Inc.'s broadband network
solutions business (BNS). Management has highlighted a goal of
paying down over $1 billion of debt post-closing on BNS in August
2015 (which includes $116 million paid in Q4 2015 and the pending
$300 million PIK note repayment). Pro forma for the acquisition of
the BNS business, CommScope generated close to $5 billion in
revenue in 2015, similar in scale to connectivity peers Molex and
Amphenol. However, CommScope's revenues are concentrated in the
carrier business, which can be impacted by inherent large
fluctuations in telecom carrier build-out and upgrade spending.
Although performance in this and other key end markets is difficult
to predict, CommScope has good cash flow generating capabilities in
up and down markets. Free cash flow for FY 2016 is expected to be
greater than $400 million. Revenues are expected to grow modestly
on an organic basis over the next several years, though they can
swing significantly in any given quarterly or annual period.
Margins should continue to improve as cost savings are realized and
BNS margins are brought up to CommScope's historic levels. Carlyle
ownership of CommScope (currently about 21%) is expected to
continue to decline over the next 12 to 18 months.

The stable ratings outlook reflects the expectation that CommScope
will focus on paying down debt over the next 12-18 months and
moderate acquisition activity until BNS is fully integrated. While
the rating accommodates the cyclical nature of the industry,
ratings could be downgraded due to a significant deterioration in
CommScope's core businesses or loss of market share. The ratings
could also be downgraded if leverage is expected to remain above
5.5x on other than a temporary basis. The ratings could be upgraded
if leverage is on track to fall below 4.5x or debt levels fall
below $4.5 billion.

CommScope is expected to have very good liquidity as reflected in
the SGL-1 rating based on cash on hand ($688 million as of March
31, 2016, approximately $388 million after the upcoming $300
million paydown of PIK notes), an undrawn (unrated) $550 million
asset based revolver ($322 million available as of March 31, 2016)
and expectations of strong free cash flow over the next year.

Upgrades:

Issuer: CommScope Holding Company, Inc.

-- Probability of Default Rating, Upgraded to Ba3-PD from B1-PD

-- Corporate Family Rating, Upgraded to Ba3 from B1

-- Senior Unsecured PIK Notes due 2020, Upgraded to B2 (LGD6)
    from B3 (LGD6)

Issuer: CommScope Technologies LLC

-- Senior Unsecured Notes due 2025, Upgraded to B1 (LGD5) from
    B2(LGD5)

Issuer: CommScope, Inc.

-- Senior Secured Bank Credit Facilities, Upgraded to Ba1 (LGD2)
    from Ba2 (LGD2)

-- Senior Secured Notes due 2020, Upgraded to Ba1 (LGD2)from Ba2
    (LGD2)

-- Senior Unsecured Notes various maturities, Upgraded to B1
    (LGD5) from B2 (LGD5)

Outlook Actions:

Issuer: CommScope Holding Company, Inc.

-- Outlook: Stable

Affirmations:

Issuer: CommScope Holding Company, Inc.

-- Speculative Grade Liquidity Rating, Affirmed SGL-1

CommScope Holding Company Inc. is the holding company for CommScope
Inc., a leading global supplier of connectivity and infrastructure
solutions targeted towards the wireless industry, telecom service
and cable service providers as well as the enterprise market. Pro
forma for the BNS acquisition, CommScope's revenues were
approximately $5 billion in 2015.


CONNTECH PRODUCTS: Committee Proposes Ch. 11 Trustee
----------------------------------------------------
The Official Committee of Unsecured Creditors in Conntech Products
Corporation's case is asking the U.S. Bankruptcy Court for the
District of Connecticut to appoint a Chapter 11 Trustee in the
bankruptcy case pursuant to 11 U.S.C. Sec. 1104(a), on the grounds
that Conntech and its principals, have committed acts constituting
gross mismanagement of the affairs of the Debtor.  In the
alternative, the Committee is requesting the Court convert the case
to a case under Chapter 7 or dismiss the case pursuant to 11 U.S.C.
Sec. 1112(b)(1).

The Creditors Committee avers that a Chapter 11 Trustee is "in the
interests of creditors" because the Chapter 11 Trustee can operate
the Debtor business while it is being marketed for sale.

According to the Committee, the Debtor should have proposed a
liquidating plan; instead, the Debtor continues to hope for a
reorganization and has not committed to selling the Debtor as a
going concern.  Although the Debtor proposed a dividend of 30% to
unsecured creditors, that figure was and is unrealistic based on
the current financial picture of the Debtor.

T.D. Bank, N.A. supports the Court appointing a Chapter 11 Trustee
and may pay for the costs to the Estate of an appointed Chapter 11
Trustee on the conditions that the adequate protection payments of
$25,000 per month continue, that the appointment be for 30 days
with the right to extend the appointment if a viable buyer is
identified, otherwise, convert the case to a case under Chapter 7.

If a Chapter 11 Trustee is appointed, T.D. Bank, N.A. has indicated
that after payment of administrative expenses, it may be willing to
pay a carve out to unsecured creditors.  In the event of conversion
to a case under Chapter 7, after payment of administrative
expenses, T.D. Bank, N.A. may also be willing to pay a carve out to
unsecured creditors.

The Committee points out that when the Court compares the cost of a
trustee to the estate, with the benefit sought to be derived, it is
clear that the benefit outweighs the cost.

Especially in light of the cooperation of T.D. Bank, N.A. to sell
the Debtor and potentially provide a "carve-out", appointing a
Chapter 11 Trustee is unquestionably worth the cost.

As a result of the Debtor's mismanagement and reluctance to sell as
well as T.D. Bank, N.A.'s potential willingness to pay
administrative expenses associated with appointment of a Chapter 11
Trustee, appointment of a Chapter 11 Trustee is in the interests of
creditors.

The Creditors Committee's attorneys:

         Elizabeth D. Katz, Esq.
         Kara S. Rescia, Esq.
         RESCIA, KATZ & SHEAR, LLP
         5104A Bigelow Commons
         Enfield, CT 06082
         Tel: (860) 452-0052
         Fax: (888) 970-8388
         E-mail: liz@ctmalaw.com
                 kara@ctmalaw.com

                      About Conntech Products

ConnTech Products Corporation filed a voluntary Chapter 11 petition
(Bankr. D. Conn. Case No. 15-30397) on March 19, 2015.  The case
judge is the Hon. Julie A. Manning.

Neil Crane, Esq., at the Law Offices of Neil Crane, LLC, serves as
counsel to the Debtor.  The Debtor estimated assets of $1 million
to $10 million and debt of $500,000 to $1 million.

                           *     *     *

On March 21, 2016, the Debtor filed a Disclosure Statement.  In the
Disclosure Statement the Debtor has offered three alternatives.
Either the Debtor will obtain financing and continue operating; or
the Debtor will sell its business as a going concern; or the Debtor
will partially sell its business.  In the Disclosure Statement the
Debtor proposed paying a dividend of 30% to unsecured creditors
over the course of five years.  

The Debtor hired a business broker, Capital Recovery Group, LLC to
sell the Debtor's business as a going concern.


CONSTELLATION ENTERPRISES: Creditors' Panel Meeting Set for May 25
------------------------------------------------------------------
Andy Vara, Acting United States Trustee for Region 3, will hold an
organizational meeting on May 25, 2016, at 10:00 a.m. in the
bankruptcy case of Constellation Enterprises LLC.

The meeting will be held at:

         The DE State Bar Association
         405 N. King St., Ste. 100
         Wilmington, DE 19801

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.


CONSTELLATION ENTERPRISES: Hires Epiq Bankruptcy as Claims Agent
----------------------------------------------------------------
Constellation Enterprises LLC, et al., ask for authorization from
the U.S. Bankruptcy Court for the District of Delaware to employ
Epiq Bankruptcy Solutions, LLC, as claims and noticing agent for
the Debtors in lieu of the Clerk of the Bankruptcy Court and for
related relief, effective nunc pro tunc to May 16, 2016.

Epiq will provide these services:

      a. preparing and serving required notices and documents in
         these Chapter 11 cases in accordance with the Bankruptcy
         Code and the Bankruptcy Rules in the form and manner
         directed by the Debtors and the Court, including, if
         applicable, (i) notice of the commencement of the cases
         and the initial meeting of creditors under section 341(a)

         of the Bankruptcy Code, (ii) notice of any claims bar
         date, (iii) notices of transfers of claims, (iv) notices
         of objections to claims and objections to transfers of
         claims, (v) notices of any hearings on a disclosure
         statement and confirmation of the Debtors' Chapter 11
         plan, including under Bankruptcy Rule 3017(d), (vi)
         notice of the effective date of any plan, and (vii) all
         other notices, orders, pleadings, publications, and other

         documents as the Debtors and the Court may deem necessary

         or appropriate for an orderly administration of the
         Chapter 11 cases;

      b. preparing and filing or causing to be filed with the
         Clerk an affidavit or certificate of service for all
         notices, motions, orders, other pleadings, or documents
         served within seven business days of service that
         includes (i) either a copy of the notice served or the
         docket number(s) and title(s) of the pleading(s) served,
         (ii) a list of persons to whom it was mailed (in
         alphabetical order) with their addresses, (iii) the
         manner of service, and (iv) the date served;

      c. maintaining an official copy of the Debtors' schedules of

         assets and liabilities and statements of financial
         affairs, listing the Debtors' known creditors and the
         amounts owed thereto;

      d. maintaining (i) a list of all potential creditors, equity

         holders, and other parties in interest, and (ii) a core
         mailing list consisting of all parties described in
         Bankruptcy Rule 2002 and those parties that have filed a
         notice of appearance pursuant to Bankruptcy Rule 9010;

      e. furnishing a notice to all potential creditors of the
         last date for filing proofs of claim and a form for
         filing a proof of claim, after notice and form are
         approved by the Court, and notifying said potential
         creditors of the existence, amount, and classification of

         their respective claims as set forth in the Schedules,
         which may be effected by inclusion of information (or the

         lack thereof, in cases where the Schedules indicate no
         debt due to the subject party) on a customized proof of
         claim form provided to potential creditors;

      f. maintaining a post office box or address for the purpose
         of receiving claims and returned mail, and processing all

         mail received;

      g. processing all proofs of claim received, including those
         received by the Clerk's office, and checking said
         processing for accuracy, and maintaining the original
         proofs of claim in a secure area;

      h. maintaining the official claims register for each Debtor
         on behalf of the Clerk and upon the Clerk's request,
         providing the Clerk with certified, duplicate unofficial
         Claims Registers; and specifying in the Claims Registers
         the following information for each claim docketed: (i)
         the claim number assigned; (ii) the date received; (iii)
         the name and address of the claimant and agent, if
         applicable, who filed the claim; (iv) the amount
         asserted; (v) the asserted classification(s) of the
         claim; (vi) the applicable Debtor; and (vii) any
         disposition of the claim;

      i. implementing necessary security measures to ensure the
         completeness and integrity of the Claims Registers and
         the safekeeping of the original claims;

      j. recording all transfers of claims and providing any
         notices of transfers as required by Bankruptcy Rule
         3001(e);

      k. relocating, by messenger or overnight delivery, all of
         the court-filed proofs of claim to the offices of Epiq,
         not less than weekly;

      l. upon completion of the docketing process for all claims
         received to date for each case, turning over to the Clerk

         copies of the Claims Registers for the Clerk's review;

      m. monitoring the Court's docket for all notices of
         appearance, address changes, and claims-related pleadings

         and orders filed, and making necessary notations on and
         changes to the Claims Registers and any service or
         mailing lists, including to identify and eliminate
         duplicative names and addresses from lists;

      n. assisting in the dissemination of information to the
         public and responding to requests for administrative
         information regarding the cases, as directed by the
         Debtors and the Court, including through the use of a
         case website and call center;

      o. If these chapter 11 cases are converted to cases under
         Chapter 7 of the Bankruptcy Code, contact the Clerk's
         office within three days of notice to Epiq of entry of
         the order converting the cases;

      p. thirty days prior to the close of these cases, to the
         extent practicable, requesting that the Debtors submit to

         the Court a proposed order dismissing Epiq and
         terminating Epiq's services upon completion of its duties

         and responsibilities and upon the closing of these cases;

      q. within seven days' notice to Epiq of entry of an order
         closing the Chapter 11 cases, providing to the Court the
         final version of the Claims Registers as of the date
         immediately before the close of the cases; and

      r. at the close of these cases, boxing and transporting all
         original documents, in proper format, as provided by the
         Clerk's office, to (i) the Federal Archives Record
         Administration, located at Central Plains Region, 200
         Space Center Drive, Lee's Summit, Missouri 64064 or (ii)
         any other location requested by the Clerk’s Office.

Prior to the Petition Date, the Debtors provided Epiq a retainer in
the amount of $25,000.  Epiq seeks to first apply the retainer to
all pre-petition invoices, which retainer will be replenished to
the original retainer amount, and thereafter, Epiq may hold
retainer under the Services Agreement during these Chapter 11 cases
as security for the payment of fees and expenses incurred under the
Services Agreement.

Epiq will be paid these hourly rates:

         Clerical/Administrative Support                  $20-$40
         Case Manager                                     $45-$75
         IT/Programming                                   $50-$85
         Sr. Case Manager/Dir. of Case Management         $75-$135
         Consultant/Senior Consultant                    $125-$175
         Director/Vice President Consulting                 $190
         Executive Vice President - Solicitation            $200
         Executive Vice President – Consulting            
WAIVED
         Communications Counselor                           $350

Kate Mailloux, Senior Director of Consulting with Epiq, tells the
Court that, in connection with its retention as the Claims and
Noticing Agent, Epiq represents, among other things, that:

      a. Epiq will not consider itself employed by the U.S.
         government and will not seek any compensation from the
         U.S. government in its capacity as the Claims and
         Noticing Agent in the cases;

      b. by accepting employment in the cases, Epiq waives any
         rights to receive compensation from the U.S. government
         in connection with the Debtors' cases;

      c. in its capacity as the Claims and Noticing Agent in the
         cases, Epiq will not be an agent of the U.S. and will not

         act on behalf of the U.S.; and

      d. Epiq is a disinterested person as that term is defined in

         Section 101(14) of the Bankruptcy Code with respect to
         the matters upon which it is to be engaged.

Epiq can be reached at:

         Epiq Bankruptcy Solutions, LLC
         Attn: Pamela Corrie
         777 Third Avenue, Third Floor
         New York, New York 10017

                About Constellation Enterprises

Constellation Enterprises LLC, through its subsidiaries,
manufactures custom engineered metal components for various end
markets such as rail transportation, oil and gas, general
industrial, nuclear, aerospace, and small gas engine markets.  The
company was incorporated in 1996 and is based in Caldwell, Texas.

Constellation Enterprises LLC (Bankr. D. Del. Case No. 16-11213)
and its affiliates Columbus Holdings, Inc. (Bankr. D. Del. Case No.
16-11214), Columbus Steel Castings Company (Bankr. D. Del. Case No.
16-11215), Eclipse Manufacturing Co. (Bankr. D. Del. Case No.
16-11219), JFC Holding Corporation (Bankr. D. Del. Case No.
16-11221), Metal Technology Solutions, Inc. (Bankr. D. Del. Case
No. 16-11218), Steel Forming, Inc. (Bankr. D. Del. Case No.
16-11220), The Jorgensen Forge Corporation (Bankr. D. Del. Case No.
16-11222), Zero Corporation (Bankr. D. Del. Case No. 16-11216), and
Zero Manufacturing, Inc. (Bankr. D. Del. Case No. 16-11217) filed
for Chapter 11 bankruptcy protection on May 16, 2016.

The petitions were signed by William Lowry, chief financial
officer.

The Debtors estimated their assets at between $1 million and $10
million and their debts at between $100 million and $500 million.

Adam C. Rogoff, Esq., and Joseph A. Shifer, Esq., at Kramer Levin
Naftalis & Frankel LLP serve as the Debtors' bankruptcy counsel.

Daniel J. DeFranceschi, Esq., Zachary I. Shapiro, Esq., Rachel L.
Biblo, Esq., and Joseph C. Barsalona II, Esq., at Richards, Layton
& Finger, P.A., serve as the Debtors' co-counsel.

Imperial Capital, LLC, is the Debtors' financial advisor.  Conway
Mackenzie Management Services LLC is the Debtors' crisis management
& restructuring services provider.

Epiq Bankruptcy Solutions, LLC, is the Debtors' claims and noticing
agent.


COOPER-STANDARD HOLDINGS: S&P Affirms 'BB-' CCR, Outlook Positive
-----------------------------------------------------------------
S&P Global Ratings said that it has revised its outlook on
Cooper-Standard Holdings Inc. to positive from stable and affirmed
its 'BB-' corporate credit rating on the company.

At the same time, S&P affirmed its 'BB-' issue-level rating on the
company's senior secured term loan due 2021.  The '3' recovery
rating remains unchanged, indicating S&P's expectation of
meaningful (50%-70%; lower half of the range) recovery in a default
scenario.

"The outlook revision reflects our belief that the company's
restructuring of its existing operations--especially in Europe--and
its expansion in China have laid the foundation for a more
competitive and profitable business," said S&P Global credit
analyst Nishit Madlani.  "We now assume that Cooper-Standard could
credibly generate EBITDA margins approaching 12% as it works to
transfer its capacity to Eastern Europe, from Western Europe, and
improve the cost structure of its manufacturing facilities."  S&P
expects the company to deliver improved operating efficiencies
(which added $18 million of EBITDA, year-over-year, in the first
quarter of 2016) as it remains on track to deliver $100 million of
operating savings in 2016.  S&P believes that some of the ongoing
restructuring relates to required catch-up investments that were
previously delayed or deferred during the last industry downturn.

The positive outlook on Cooper-Standard reflects S&P's expectation
that it is increasingly likely that Cooper-Standard will sustain
EBITDA margins of greater than 12% as it transfers its capacity to
low-cost regions and works to implement better operating
efficiencies at its manufacturing facilities.  Because of the
ongoing improvements in its working capital management and its
reduced capital expenditure requirements, Cooper-Standard will
likely improve its FOCF generation relative to prior years amidst
the backdrop of generally favorable industry conditions.

S&P could raise its ratings on Cooper-Standard over the next 12
months if the company continues to demonstrate a sustained increase
in its EBITDA margins to more than 12% as it improves its
competitive advantage in Europe.  This would further support the
company's resilient credit metrics at close-to-peak conditions for
the automotive industry as its FOCF-to-debt ratio remains above 15%
on a sustained basis.  For an upgrade, S&P would also expect the
company to have a credible path to improve its geographic
diversity, especially in Asia, with improved market share and good
execution on its current high-volume business on global platforms.

S&P could revise its outlook on Cooper-Standard to stable over the
next 12 months if it appears unlikely that the improvement in its
EBITDA margins and free cash flow conversion will be sustained into
2017 and beyond.  Though unlikely, S&P could lower its ratings on
the company if its debt-to-EBITDA metric rose above 4.0x and S&P
came to believe that its FOCF to-debt ratio would not remain at or
exceed 10% on a normalized basis.  This could occur if the company
is unable to achieve its planned operational efficiencies, or if
global economies -- in aggregate -- show signs of contraction over
the next 12-18 months, preventing Cooper-Standard's profits, cash
flow, and leverage from remaining within S&P's  expectations.


CORWIN PLACE: Taps Robert O. Lampl as Legal Counsel
---------------------------------------------------
Corwin Place LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of Pennsylvania to hire the Robert O. Lampl
Law Office as its counsel.

The Debtor tapped the firm to assist in the administration of its
estate; represent the Debtor on matters involving legal issues;
prepare legal documentation; review reports for legal sufficiency;
and furnish information on matters regarding legal actions.

The hourly rates for the firm's professionals are:

     Robert O Lampl    $450
     John P. Lacher    $400
     David L. Fuchs    $375
     Ryan J. Cooney    $275
     Paralegal         $150

Robert O Lampl, Esq., disclosed in a court filing that his firm
does not have any connection with the Debtor or its creditors.

The firm can be reached through:

     Robert O Lampl, Esq.
     John P. Lacher, Esq.
     David L. Fuchs, Esq.
     Ryan J. Cooney, Esq.
     Robert O. Lampl Law Office
     960 Penn Avenue, Suite 1200
     Pittsburgh, PA 15222
     (412) 392-0330 (phone)
     (412) 392-0335 (facsimile)
     Email: rlampl@lampllaw.com

                        About Corwin Place

Corwin Place LLC sought protection under Chapter 11 of the
Bankruptcy Code in the Western District of Pennsylvania (Case No.
16-21861) on May 16, 2016.


COTIVITI CORP: S&P Puts 'B' CCR on CreditWatch Positive
-------------------------------------------------------
S&P Global Ratings said that it placed its 'B' corporate credit
rating on Wilton, Conn.-based Cotiviti Corp. on CreditWatch with
positive implications.

At the same time, S&P raised its issue-level rating on the
company's first-lien credit facilities to 'B+' from 'B' (these
facilities include a $75 million revolving facility expiring May
2019 and $810 million term loan due May 2021).  S&P also revised
its recovery ratings on the first-lien facilities to '2' from '3',
indicating S&P's expectation for lenders to receive substantial
(70%-90%, in the lower half of the range) recovery in the event of
a default.  S&P is placing these ratings on CreditWatch with
positive implications.

At the same time, S&P placed its 'CCC+' rating on the company's
$265 million second-lien term loan due May 2022 on CreditWatch with
positive implications.  The recovery rating is unchanged at '6',
indicating S&P's expectation for lenders to receive negligible
(0%-10%) recovery in the event of payment default.

S&P estimates the company's adjusted debt was approximately
$1.1 billion as of Dec. 31, 2015, which includes S&P's adjustments
for operating leases.

The CreditWatch placement follows Cotiviti's recent announcement
that it is seeking to raise capital with its current owner, Advent
International, by selling shares through an IPO.  S&P expects the
company to use a portion of net proceeds from the transaction to
reduce debt.  This, coupled with S&P's view that debt-to-EBITDA
leverage could be sustained below 4.5x and the reduction of
financial sponsor influence, could lead S&P to reassess its view of
Cotiviti's financial risk profile and lead to an upgrade.

"Our ratings reflect Cotiviti's leading position in the payment
integrity market, strong client retention experience, the
contractual nature of client relationships, and growth prospects
from growing health care spending from an aging population," said
S&P Global Ratings credit analyst Peter Deluca.

S&P intends to resolve the CreditWatch as soon as S&P has full
details and an understanding of the timing of the planned IPO,
which could be within 90 days.  S&P could raise its ratings on
Cotiviti by one or more notches after S&P completes its review of
the transaction.  S&P will assess the impact of any debt reduction
on Cotiviti's credit metrics, as well as review its ownership
structure, since reduced financial sponsor ownership could
strengthen the financial risk profile.  However, if Cotiviti does
not complete the proposed IPO as currently described, S&P would
re-evaluate the CreditWatch and the ratings.


CREDITCORP: S&P Affirms 'B' ICR, Outlook Remains Negative
---------------------------------------------------------
S&P Global Ratings said it affirmed its issuer credit rating on
CreditCorp at 'B'.  The outlook remains negative.

At the same time, S&P affirmed its issue ratings on CreditCorp's
senior secured notes due 2018 at 'B'.  The recovery rating on these
notes remains unchanged at '4', indicating S&P's expectation for
average recovery in the upper half of 30%-50% for investors in the
event of a payment default.

"The affirmation is driven by the firm's market leading position in
offering a broad array of affordable products to less creditworthy
customers and its stabilizing operating performance," said S&P
Global Ratings credit analyst Gaurav Parikh.  The negative outlook
reflects CreditCorp's exposure to regulatory risk that could result
in lower origination volume, initially high loan losses, and
increased compliance costs.  S&P expects debt to EBITDA to stay
between 4.0-5.0x.

CreditCorp's product concentration in payday lending exposes the
company to significant regulatory risks.  The company offers
installment-based products in certain states, and S&P expects it to
offer Consumer Financial Protection Bureau (CFPB)-compliant
products in remaining states once regulations are finalized.  The
company also provides pawn and title lending services in the U.K.
and is in the process of applying for permanent authorization from
the Financial Conduct Authority (FCA).

CreditCorp products have been regulated at the state level, with a
wide variety of state-to-state lending limitations.  However,
federal regulations have recently become a greater concern.  In
March 2015, the CFPB released an outline of proposed regulations
for consideration that focus on loan affordability and reining in
collection practices that typically result in high fees for
consumers.  S&P expects new rules to potentially increase the
volatility of the firm's profitability.

The negative outlook on CreditCorp reflects Standard & Poor's
Ratings Services' expectations that the CFPB's new regulations will
result in lower origination volume, initially high loan losses,
higher collection expenses, and increased compliance costs.

S&P could lower its ratings over the next 12 months if earnings
decline significantly and credit ratios deteriorate.  Specifically,
S&P could lower the rating if debt to adjusted EBITDA exceeds 5.0x
on a sustained basis.  S&P could also lower the rating if EBITDA
interest coverage drops below 2.0x or if total net charge-offs
increases to 30% of gross revenues on a persistent basis.

S&P could revise the outlook to stable over the next 12 months, if
the CFPB regulations are less stringent than expected and S&P
believes that leverage will remain between 4.0x-5.0x as the company
adjusts its product offering to align with new rules.


DEFINED DIAGNOSTICS: Hires Teneo as Investment Banker
-----------------------------------------------------
Defined Diagnostics, LLC seeks permission from the U.S. Bankruptcy
Court for the Southern District of New York to employ Teneo
Securities LLC as investment banker and financial advisor.

The Debtor requires Teneo to:

     a. identify or initiate potential Restructuring Transactions,
M&A Transactions or Financing Transactions;

     b. review and analyze the Debtor's operations, assets ,
financial condition, business plan, strategy and operating
forecasts;

     c. evaluate the assets and liabilities of the Debtor and
evaluate the Debtor's strategic and financial alternatives;

     d. render financial advice and participate in meetings or
negotiations with the Debtor's creditors and other stakeholders in
connection with any M&A Transactions;

     e. assist the Debtor in preparing descriptive material to be
provided to potential parties to an M&A Transactions;

     f. assist the Debtor in the preparation of a teaser and
confidential information memorandum and a summary by the Debtor;

     g. contact potential purchasers or capital providers to
solicit their interest in the M&A Transactions and to provide them
with the Confidential Information Memorandum under a confidential
disclosure agreement to be approved by the Debtor;

     h. participate in due diligence visits, meetings, and
consultations between the Debtor and interested potential parties
and  coordinate distribution of all information related to the M&A
Transaction with such parties;

     i. assist the Debtor in developing, evaluating, structuring
and negotiating the terms and conditions of a Restructuring
Transactions, M&A Transactions or plan of reorganization; and

     j. provide the Debtor with other appropriate general
restructuring advice as the Debtor and its counsel deem appropriate
and mutually agreed.

The Debtors have agreed to pay Teneo:

     a. A monthly advisory fee equal to $50,000 per month. The
initial Monthly Fee was due and payable upon the execution of the
Engagement Letter, and subject to any required approvals of the
Court in the case of all other Monthly Fees, thereafter monthly in
advance through the effective termination of the Engagement
Letter;

     b. These transaction fees:

        -- Completion Fee.  Subject to any required approvals by
the Court if paid by the Debtor, a non-refundable cash fee of
$650,000 payable upon the effectiveness of a plan of reorganization
or the completion of any other Restructuring Transaction, including
the confirmation of a plan of reorganization or conversion of the
Debtor.

        -- M&A Transaction Fee. If the Debtor announces,
consummates or enters into an agreement with respect to one or more
M&A Transactions during the term of the engagement or within the
Tail Period, then, subject to any required approvals by the Court
if paid by the Debtor, Teneo shall receive, immediately upon such
consummation, a non-refundable cash fee equal to five percent of
the amount of the aggregate M&A Transaction Value.

        -- Financing Fees. Subject to any required approvals by the
Court if paid by the Debtor, if during the term of the engagement
or within the Tail Period, the Debtor consummates one or more
Financing Transactions, then Teneo will be entitled to receive upon
the first and any subsequent closing of any such Financing
Transactions a non-refundable cash fee equal to the sum of: (x) 4%
of the aggregate principal amount (measured at face amount) of any
secured debt raised (including debtor-in-possession financing and
secured convertible securities) or committed, plus (y) 5% of the
aggregate principal amount (measured at face amount) of any
unsecured debt or convertible debt raised or committed, plus (z) 6%
of the aggregate proceeds of any equity (preferred or common)
raised of committed; provided, however, that no Financing Fe in
respect of a particular Financing Fee in respect of a particular
Financing Transaction shall be payable to Teneo with respect to
that portion of any debtor or equity capital provided in a
particular Financing Transaction that is consummated  by (i)
existing equity shareholders of the Debtor or (ii) the management
of Debtor, in each case as mutually agreed upon in writing by the
Debtor and Teneo.

        -- Designation. If the Debtor consummates one or more
Transaction(s), the fees enumerated shall be cumulative; provided,
however, in the case of a Restructuring Transaction that is
followed by an M&A Transactions, Teneo shall only receive the
greater of the Completion Fee or the M&A Transaction Fee.

        -- Settlement Fee. In the event the Debtor and PDL
BioPharma, Inc., enter into a settlement agreement at any time
prior to the consummation of a Transaction, Teneo shall receive a
Settlement Fee; provided, however, that following receipt by Teneo
of the Settlement Fee, Teneo shall not be entitled to payment of
any Completion Fee, M&A Transactions Fee or Financing Fee other
than as set forth in the table below; and provided further,
however, that notwithstanding the foregoing, payment of any
Settlement Fee shall reduce the amount of Monthly Fees Payable to
Teneo:

         0-30 days                     $0
        31-60 days                     $300,000
        61-90 days                     $500,000
        Greater than 90 days           Completion Fee

Brent C. Williams, Senior Managing Director of Teneo Securities
LLC, 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.

Teneo can be reached at:

      Brent C. Williams
      Teneo Securities LLC
      601 Lexington Ave., 45th Floor
      New York, NY 10022
      Tel: (212)886-1600
      Fax: (212)886-9399

Based in Gaithersburg, Maryland, Defined Diagnostics, LLC -- fka 32
Mott Street Acquisition II, LLC, fka Wellstat Diagonostics, LLC,
and fka Wellstat Diagnostics, LLC -- filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 16-10890) on April 12, 2016.  Paul V.
Shalhoub, Esq., at Willkie Farr & Gallagher LLP, serves as the
Debtor's counsel.  In its petition, the Debtor estimated $1 million
to $10 million in assets and $50 million to $100 million in
liabilities.  The petition was signed by Nadine H. Wohlstadter,
managing member.


DEI TRANSPORTATION: Wants Aug. 17 Exclusive Plan Filing Deadline
----------------------------------------------------------------
DEI Transportation, LLC, asks the U.S. Bankruptcy Court for the
Southern District of Texas to extend the exclusive period to file a
plan of reorganization to Aug. 17, 2016, and the exclusive period
for the Debtor to solicit acceptance of the plan to Oct. 16, 2016.

Since the Petition Date, the Debtor has not had the opportunity to
formulate a plan of reorganization as a result of negotiating with
BMO Harris Bank and other creditors of Debtor.  The primary reason
Debtor requests to extend exclusive periods is that its counsel
will be in a jury trial until the third week of June 2016 and
accordingly will not be able to file a Disclosure Statement or Plan
before the deadline.

The Debtor says that without the ability of the Debtor to maintain
the exclusive right to file and obtain acceptance of its plan,
another party may file a plan solely to disturb the progress of the
Debtor in attempting to formulate and negotiate a plan that can
appeal to a broad consensus of the major creditor groups in this
case.  A competing plan, at this time, would unnecessarily slow
down the Debtor's reorganization, the Debtor states.

The Debtor has negotiated terms with its secured creditor BMO
Harris Bank, has continued to operate the business as
debtor-in-possession and is paying its debts as they come due, and
is making progress internally towards developing the terms of a
plan and the Debtor has or will reach out to particular creditors
regarding the terms.

DEI Transportation, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Tex. Case No. 16-70078) on Feb. 19, 2016.  Antonio
Villeda, Esq., at Villeda Law Group serves as the Debtor's
bankruptcy counsel.


DELL INC: Fitch Maintains 'BB' IDR on CreditWatch Positive
----------------------------------------------------------
Fitch Ratings has assigned a 'BBB-/RR1' rating to co-issuers,
Diamond 1 Finance Corporation (Finco 1) and Diamond 2 Finance
Corporation (Finco 2), in anticipation of Dell Inc.'s acquisition
of EMC Corp.

Following Dell's acquisition of EMC, Finco 1 will merge into Dell
International LLC (Dell International), a wholly owned subsidiary
of Dell, and Finco 2 will merge into EMC.  Dell International and
EMC will be the respective surviving entities and co-issuers and
will assume all of Finco 1's and Finco 2's obligations under the
notes and related indenture, as well as other acquisition-related
debt financings and transactions.

Finco 1 and Finco 2 will deposit the gross proceeds from the
secured notes to an escrow account, which will be pledged as
security for the benefit of holders of the secured notes.  The
Fincos will be required to redeem all of the notes at a redemption
price of 101% of the initial issue price plus accrued and unpaid
interest if Dell's acquisition of EMC is not consummated.

Dell and Dell International's current 'BB' Issuer Default Rating
and related specific issue-level ratings remain on Rating Watch
Positive.  Fitch placed Dell and Dell International's ratings on
Rating Watch Positive following the announcement that Dell will
acquire EMC Corporation for a total consideration of $67 billion.
For clarification, the senior secured notes rating assigned in this
release is not on Watch Positive.

Resolution of the Positive Rating Watch will be triggered upon the
successful closing of the EMC acquisition and will be predicated on
Fitch's view of Dell's pro forma capital structure, the
reasonableness of the company's debt reduction plan and related
potential asset sales and execution risks surrounding the
realization of anticipated cost synergies.

                       KEY RATING DRIVERS

The ratings and Outlook reflect Fitch's expectations for:

   -- Significant post-merger debt reduction: Fitch expects Dell
      will use $4 billion to $5 billion of combined annual free
      cash flow (FCF) and net proceeds from the recently announced

      approximately $3.1 billion sale of Dell Services to NTT Data

      Corp. for debt reduction.  Dell announced the definitive
      agreement on March 28, 2016, and expects the deal to close
      in the current fiscal year, pending customary regulatory
      approvals.  Fitch expects any incremental asset divestitures

      would accelerate debt reduction.

   -- Weak credit protection measures: Fitch expects credit
      protection measures will remain weak through at least fiscal

      2018.  Fitch estimates Dell will close the EMC acquisition
      with core leverage (which excludes debt and operating EBITDA

      associated with the financing unit) of roughly 6x.
      Nonetheless, Fitch believes debt reduction from asset
      divestitures, growing FCF from profit margin expansion and
      more efficient working capital management can drive core
      leverage approaching 3x in fiscal 2019.

   -- Increased scale and diversification: Fitch believes the
      addition of EMC increases Dell's scale and diversification,
      including share leadership in rapidly growing emerging
      storage markets, as well as strong positions in high-value
      and mid-range legacy products.  The addition of EMC
      increases Dell's annual revenue by 50% to roughly
      $75 billion and more than doubles Dell's operating EBITDA to

      nearly $8.5 billion (before acquisition related synergies)
      from a Fitch estimated $3.2 billion for fiscal year ended
      Jan. 29, 2016.

   -- Still-meaningful PC exposure: Despite a more diversified
      post-combination sales mix, Dell will remain meaningfully
      exposed to the PC market, which remains in secular decline.
      Dell's PC exposure, which is embedded in the Client
      Solutions Group (CSG) segment, will decrease to roughly half

      of sales (excluding VMware and Dell Services) from more than

      two-thirds, and to less than 40% of segment operating income

      from well over half as the result of the EMC acquisition.
      Fitch believes the PC market could begin stabilizing over
      the intermediate term benefiting from an aging installed
      base and processor refreshes but shipments will decline by a

      mid-single-digit rate in calendar 2016 and low-single-digit
      rate in calendar 2017.  Meanwhile, Fitch expects Dell, along

      with the other three top PC vendors, will continue
      consolidating share from smaller players.

   -- Stable enterprise performance: Fitch expects operating
      performance for Dell's Enterprise Services Group (ESG),
      which sells x86 servers and networking gear to enterprise
      customers, will remain stable, despite the significant
      majority of market growth coming from hyperscale providers
      buying from original design manufacturers (ODM).  While
      hyperscale could represent more than 40% of the server
      shipment market over the intermediate term, Fitch expects
      low-single-digit growth for the rest of the market,
      including enterprise and tier 2 cloud providers, which
      typically require higher service and support. Increasing
      attach rates should also bolster operating results.

   -- Credible profit expansion roadmap: Fitch expects operating
      EBITDA growth and margin expansion from Dell's $2 billion of

      acquisition-related annual cost synergies, which are
      incremental to Dell's $550 million and EMC's $800 million of

      standalone annual cost take-down programs currently being
      executed.  Dell anticipates achieving acquisition synergies
      on a run-rate basis in fiscal 2018.  In addition to
      customary eliminations of overlapping fixed costs, Fitch
      expects Dell's increased purchasing scale and more efficient

      supply chain will drive costs savings.  Fitch expects
      operating EBITDA approaching $12 billion in fiscal 2018 and
      ranging from $12 billion to $14 billion over the
      intermediate term with operating EBITDA margins expanding to

      the mid-teens from low-teens over the same timeframe.

   -- Emerging storage leadership: Fitch expects EMC's leadership
      in emerging storage solutions to strengthen operating
      results.  EMC's strong share positions in emerging storage
      solutions (all flash arrays, converged and scale-out NAS and

      object) to grow at varying rates at well over double-digits
      and offset negative 10% growth in legacy storage products,
      in which Dell and EMC combined also have strong share.  
      Gross profit margin should remain pressured by this
      transition, although Fitch expects standalone cost
      reductions and acquisition-related cost synergies will
      stabilize operating profitability in the Information Storage

      segment over the intermediate term.

   -- Support from VMware: Fitch includes operating results
      representing EMC's proportional share of VMware, the leading

      virtual storage-maker in which EMC has an 81% equity
      ownership stake.  Fitch expects Dell will continue
      consolidating VMware's operating results, including more
      than $6.6 billion of revenues and $2 billion of Fitch
      estimated operating EBITDA for 2015.  Fitch expects mid- to
      high-single-digit top-line growth for VMware through the
      intermediate term and stable profit margins from ongoing
      cost realignments.  Fitch considers VMware an important
      element of Dell's technology portfolio and in achieving
      potential revenue synergies.  As a result, Fitch does not
      anticipate VMware paying dividends (aside from the
      expectation Dell will roll over $1.5 billion of inter-
      company notes benefitting EMC) or directly supporting debt
      at Dell.

   -- Upon consummation of Dell's acquisition of EMC, the new
      secured notes and guarantees will be secured on a pari passu

      basis with the senior secured credit facilities, on a first-
      priority basis by all the tangible and intangible assets of
      the issuers and guarantors that secure obligations under the

      senior secured credit facilities, including pledges of all
      capital stock of the issuers, of Dell and certain wholly-
      owned material subsidiaries of the issuers and guarantors
      (limited to 65% of the voting stock of any foreign
      subsidiary).  The collateral will not include a pledge of
      certain assets or equity interests of certain subsidiaries,
      including VMware.

   -- Upon consummation of Dell's acquisition of EMC, the new
      secured notes will be fully and unconditionally guaranteed
      by Denali Holding Inc., Denali Intermediate Inc., Dell, and
      certain of Denali Intermediate Inc.'s existing and future
      direct or indirect wholly-owned domestic subsidiaries that
      guarantee obligations under the senior secured credit
      facilities.  Guarantees will be released upon the occurrence

      of certain events, including asset sales or an investment
      grade event.

KEY ASSUMPTIONS

   -- Low-single-digit organic revenue growth through the forecast

      period following the combination, driven by emerging
      storage, enterprise servers and stabilizing PC market.

   -- Dell and EMC achieve standalone cost reductions in fiscal
      2017 and integration-related cost synergies in fiscal 2018,
      resulting in operating EBITDA approaching $12 billion in
      fiscal 2018.

   -- Dell closes the Dell Services sale in fiscal 2017 and
      applies net proceeds from the transaction, as well as net
      proceeds from incremental asset sales, to debt reduction.

   -- Dell uses $4 billion to $5 billon of annual FCF to reduce
      debt, resulting in core leverage approaching 3x in fiscal
      2019.

                       RATING SENSITIVITIES

These could result in positive rating actions:

Fitch expects to resolve the Positive Watch and upgrade the
Long-Term Issuer Default Rating (IDR) to 'BB+' if:

   -- Dell clears remaining hurdles to the EMC acquisition,
      including approvals by the SEC, MOFCOM and EMC's
      shareholders;

   -- Fitch believes Dell is on track to close the acquisition of
      EMC as currently contemplated, including Fitch's
      expectations for positive long-term organic revenue growth
      and remaining on track to reduce debt with net proceeds from

      the Dell Services sale.

Negative rating actions could occur if Fitch expects:

   -- Pre-dividend FCF margin remains below 2% for a sustained
      period;

   -- Core leverage exceeds 3.5x for a sustained period from
      significant revenue declines.

                             LIQUIDITY

Upon consummation of the acquisition, Fitch expects Dell's
liquidity will be solid and supported by:

   -- $9.2 billion of cash and cash equivalents;

   -- $3 billion senior secured revolving credit facility (RCF),
      of which $1.9 billion will be drawn at closing.

Fitch's expectations for $4 billion to $5 billion of annual FCF
also will support liquidity.

Fitch expects core debt at closing (before use of any net proceeds
from asset divestitures) will be approximately $51 billion with an
additional $4.5 billion of debt to support Dell's financing
business based on a debt-to-equity ratio of 7:1 of financing
assets.

FULL LIST OF CURRENT RATINGS

Fitch rates Diamond 1 Finance Corporation and Diamond 2 Finance
Corporation (co-issuers):

   -- Senior Secured first-lien notes 'BBB-/RR1'.

Fitch also maintains the Positive Watch on Dell's and Dell
International's existing ratings as:

Dell Inc.

   -- Long-term Issuer Default Rating (IDR) 'BB';
   -- Senior unsecured debt 'BB/RR4'.

Dell International LLC

   -- Long-term IDR 'BB';
   -- Senior secured first lien ABL facility 'BBB-/RR1';
   -- Senior secured first lien term loans to 'BBB-/RR1';
   -- Senior secured notes to 'BBB-/RR1'.


DEX MEDIA: Hires Epiq Bankruptcy as Claims & Noticing Agent
-----------------------------------------------------------
Dex Media, Inc., et al., ask for permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent for the
Debtors in lieu of the Clerk of the U.S. Bankruptcy Court for the
District of Delaware and for related relief, effective nunc pro
tunc to May 16, 2016.

Epiq will provide these services:

      a. preparing and serving required notices and documents in
         these Chapter 11 cases in accordance with the Bankruptcy
         Code and the Bankruptcy Rules in the form and manner
         directed by the Debtors and the Court, including, if
         applicable, (i) notice of the commencement of the cases
         and the initial meeting of creditors under section 341(a)

         of the Bankruptcy Code, (ii) notice of any claims bar
         date, (iii) notices of transfers of claims, (iv) notices
         of objections to claims and objections to transfers of
         claims, (v) notices of any hearings on a disclosure
         statement and confirmation of the Debtors' Chapter 11
         plan, including under Bankruptcy Rule 3017(d), (vi)
         notice of the effective date of any plan, and (vii) all
         other notices, orders, pleadings, publications, and other

         documents as the Debtors and the Court may deem necessary

         or appropriate for an orderly administration of the
         Chapter 11 cases;

      b. preparing and filing or causing to be filed with the
         Clerk an affidavit or certificate of service for all
         notices, motions, orders, other pleadings, or documents
         served within seven business days of service that
         includes (i) either a copy of the notice served or the
         docket number(s) and title(s) of the pleading(s) served,
         (ii) a list of persons to whom it was mailed (in
         alphabetical order) with their addresses, (iii) the
         manner of service, and (iv) the date served;

      c. maintaining an official copy of the Debtors' schedules of

         assets and liabilities and statements of financial
         affairs, listing the Debtors' known creditors and the
         amounts owed thereto;

      d. maintaining (i) a list of all potential creditors, equity

         holders, and other parties in interest, and (ii) a core
         mailing list consisting of all parties described in
         Bankruptcy Rule 2002 and those parties that have filed a
         notice of appearance pursuant to Bankruptcy Rule 9010;

      e. furnishing a notice to all potential creditors of the
         last date for filing proofs of claim and a form for
         filing a proof of claim, after the notice and form are
         approved by the Court, and notifying said potential
         creditors of the existence, amount and classification of
         their respective claims as set forth in the Schedules,
         which may be effected by inclusion of information (or the

         lack thereof, in cases where the Schedules indicate no
         debt due to the subject party) on a customized proof of
         claim form provided to potential creditors;

      f. maintaining a post office box or address for the purpose
         of receiving claims and returned mail, and processing all

         mail received;

      g. processing all proofs of claim received, including those
         received by the Clerk's office, and checking said
         processing for accuracy, and maintaining the original
         proofs of claim in a secure area;

      h. maintaining the official claims register for each Debtor
         on behalf of the Clerk and upon the Clerk's request,
         providing the Clerk with certified, duplicate unofficial
         Claims Registers; and specifying in the Claims Registers
         the following information for each claim docketed: (i)
         the claim number assigned; (ii) the date received; (iii)
         the name and address of the claimant and agent, if
         applicable, who filed the claim; (iv) the amount
         asserted; (v) the asserted classification(s) of the claim

         (e.g., secured, unsecured, priority, etc.); (vi) the
         applicable Debtor; and (vii) any disposition of the
         claim;

      i. implementing necessary security measures to ensure the
         completeness and integrity of the Claims Registers and
         the safekeeping of the original claims;

      j. recording all transfers of claims and providing any
         notices of transfers as required by Bankruptcy Rule
         3001(e);

      k. relocating, by messenger or overnight delivery, all of
         the court-filed proofs of claim to the offices of Epiq,
         not less than weekly;

      l. upon completion of the docketing process for all claims
         received to date for each case, turning over to the Clerk

         copies of the Claims Registers for the Clerk's review
         (upon the Clerk's request);

      m. monitoring the Court's docket for all notices of
         appearance, address changes, and claims-related pleadings

         and orders filed, and making necessary notations on and
         changes to the Claims Registers and any service or
         mailing lists, including to identify and eliminate
         duplicative names and addresses from the lists;

      n. assisting in the dissemination of information to the
         public and responding to requests for administrative
         information regarding the cases, as directed by the
         Debtors and the Court, including through the use of a
         case website and call center;

      o. thirty days prior to the close of these cases, to the
         extent practicable, requesting that the Debtors submit to

         the Court a proposed order dismissing Epiq and
         terminating Epiq's services upon completion of its duties

         and responsibilities and upon the closing of these cases;

      p. within seven days' notice to Epiq of entry of an order
         closing the Chapter 11 cases, providing to the Court the
         final version of the Claims Registers as of the date
         immediately before the close of the cases; and

      q. at the close of these cases, boxing and transporting all
         original documents, in proper format, as provided by the
         Clerk's office, to (i) the Federal Archives Record
         Administration, located at Central Plains Region, 200
         Space Center Drive, Lee's Summit, Missouri 64064 or (ii)
         any other location requested by the Clerk's Office.

Prior to the Petition Date, the Debtors provided Epiq a retainer in
the amount of $25,000.  Epiq seeks to first apply the retainer to
all pre-petition invoices, which retainer will be replenished to
the original retainer amount, and thereafter, Epiq may hold such
retainer under the Services Agreement during these chapter 11 cases
as security for the payment of fees and expenses incurred under the
Services Agreement.

Epiq will be paid at these hourly rates:

         Clerical/Administrative Support                  $30-$45
         Case Manager                                     $60-$95
         IT/Programming                                   $70-$135
         Sr. Case Manager/Dir. of Case Management         $85-$155
         Consultant/Senior Consultant                    $150-$185
         Director/Vice President Consulting                 $195
         Executive Vice President - Solicitation            $250
         Executive Vice President – Consulting             
WAIVED
         Sr. Vice President Communications                  $350
         Communications Counselors                        $95-$350

Kate Mailloux, Senior Director of Consulting with Epiq, tells the
Court that in connection with its retention as the claims and
noticing agent, Epiq represents, among other things, that:

      a. Epiq will not consider itself employed by the U.S.
         government and will not seek any compensation from the
         U.S. government in its capacity as the claims and
         noticing agent in the cases;

      b. by accepting employment in the cases, Epiq waives any
         rights to receive compensation from the U.S. government
         in connection with the Debtors' cases;

      c. in its capacity as the Claims and Noticing Agent in the
         cases, Epiq will not be an agent of the U.S. and will not

         act on behalf of the U.S.; and

      d. Epiq is a disinterested person as that term is defined in

         section 101(14) of the Bankruptcy Code with respect to
         the matters upon which it is to be engaged.

Epiq can be reached at:

         Epiq Bankruptcy Solutions, LLC
         Attn: Pamela Corrie
         777 Third Avenue, Third Floor
         New York, New York 10017

DFW Airport, Texas-based Dex Media, Inc. -- aka Newdex, Inc., Dex
One Corporation, R.H. Donnelley Corporation -- provides marketing
solutions to more than 400,000 business clients across the U.S.

Dex Media filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 16-11200) on May 16, 2016.

Affiliates Dex Media East, Inc. (Bankr. D. Del. Case No. 16-11201),
Dex Media Holdings, Inc. (Bankr. D. Del. Case No. 16-11202), Dex
Media Service LLC (Bankr. D. Del. Case No. 16-11203), Dex Media
West, Inc. (Bankr. D. Del. Case No. 16-11204), Dex One Digital,
Inc. (Bankr. D. Del. Case No. 16-11205), Dex One Service, Inc.
(Bankr. D. Del. Case No. 16-11206), R.H. Donnelley APIL, Inc.
(Bankr. D. Del. Case No. 16-11207), R.H. Donnelley Corporation
(Bankr. D. Del. Case No. 16-11208), R.H. Donnelley Inc. (Bankr. D.
Del. Case No. 16-11209), SuperMedia Inc. (Bankr. D. Del. Case No.
16-11210), SuperMedia LLC (Bankr. D. Del. Case No. 16-11211), and
SuperMedia Sales Inc. (Bankr. D. Del. Case No. 16-11212) filed for
Chapter 11 bankruptcy protection on the same day.

The petitions were signed by Andrew Hede, chief restructuring
officer.

James H.M. Sprayregen, P.C, Marc Kieselstein, P.C., Adam Paul,
Esq., and Bradley Thomas Giordano, Esq., at Kirkland & Ellis LLP
and Kirkland & Ellis International LLP serve as the Debtors'
general bankruptcy counsel.

Patrick A. Jackson, Esq., and Pauline K. Morgan, Esq., at Young
Conaway Stargatt & Taylor, LLP, serve as the Debtors' co-counsel.
Moelis & Company LLC is the Debtors' investment banker.  KPMG LLP
is the Debtors' tax advisor. Ernst & Young LLP is the Debtor's
auditor.  Epiq Bankruptcy Solutions is the Debtors' notice, claims
& administrative agent.

The Debtors listed $1.26 billion in total assets as of Dec. 31,
2015, and $2.65 billion in total debts as of Dec. 31, 2015.


DJ SIMMONS: Court OKs Interim Cash Collateral Use Through July 15
-----------------------------------------------------------------
Judge Joseph G. Rosania, Jr., of the U.S. Bankruptcy Court for the
District of Colorado, authorized Debtors D.J. Simmons Company
Limited Partnership, et. al., to use BOKF, N.A.'s cash collateral
on an interim basis, until July 15, 2016.

Judge Rosania authorized the Debtors to use cash collateral in
accordance with the Interim Budget for the months of April through
July 2016, which provided for payments for Well Project Costs in
the total amount of $438,030, Lease Operating Expenses in the total
amount of $566,767, Personnel in the total amount of $160,263.04,
Professional Fees in the total amount of $26,975, as well as
General and Administration Expenses in the total amount of
$64,235.36.

Judge Rosania determined that the relief sought in the Debtors'
Motion is in the best interests of the Debtors' estates, their
creditors and other parties in interest.  Judge Rosania also
determined that the Debtors have shown good, sufficient, and sound
business purpose and justification for the relief requested in
their Motion.

Twin Stars Compression, LLC filed a limited objection to the
Debtors' Proposed Cash Collateral Order, but later on withdrew its
objection after the language in the proposed Order was revised.

The final hearing on the Debtors' Motion is scheduled on July 12,
2016 at 1:30 p.m. The deadline for the submission of objections to
the Debtors' Motion is set on July 5, 2016 at 5:00 p.m.

A full-text copy of the Agreed Second Interim Order, dated May 11,
2016, is available at https://is.gd/QOOw8H

Twin Stars Compression, LLC is represented by:

          William R. Keleher, Esq.
          SMIDT, REIST & KELEHER P.C.
          4811-A Hardware Drive NE, Suite 4
          Albuquerque, NM 87109
          Telephone: (505)830-2200
          Facsimile: (505)830-4400

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

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

BOKF, NA d/b/a Bank of Oklahoma is represented by:

          Donald D. Allen, Esq.
          MARKUS WILLIAMS
          YOUNG & ZIMMERMAN LLC
          1700 Lincoln Street, Suite 4550
          Denver, CO 80203-4505
          Telephone: (303)830-0800
          Facsimile: (303)830-0809
          E-mail: dallen@markuswilliams.com

                    About D.J. Simmons Company

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

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


DJWV1 LLC: Case Summary & 4 Unsecured Creditors
-----------------------------------------------
Debtor: DJWV1, LLC
        P.O. Box 1052
        Catlettsburg, KY 41129

Case No.: 16-30249

Chapter 11 Petition Date: May 18, 2016

Court: United States Bankruptcy Court
       Southern District of West Virginia (Huntington)

Judge: Hon. Frank W. Volk

Debtor's Counsel: S Taylor Hood, Esq.
                  OFFUTT NORD BURCHETT PLLC
                  949 third Avenue, Suite 300
                  PO Box 2868
                  Huntington, WV 25728
                  Tel: 304 529 2868
                  E-mail: sthood@onblaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Dennis Johnson, president.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/wvsb16-30249.pdf


DRAFTDAY FANTASY: Posts $1.59 Million Net Income for Third Quarter
------------------------------------------------------------------
DraftDay Fantasy Sports, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $1.59 million on $678,000 of revenues for the three
months ended March 31, 2016, compared to a net loss of $20.61
million on $1.40 million of revenues for the same period in 2015.

For the nine months ended March 31, 2016, Draftday reported a net
loss of $56.51 million on $3.93 million of revenues compared to a
net loss of $60.44 million on $4.29 million of revenues for the
nine months ended March 31, 2015.

As of March 31, 2016, DraftDay had $32.42 million in total assets,
$48.55 million in total liabilities, $12.50 million in series C
convertible redeemable preferred stock and a $28.63 million total
stockholders' deficit.

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

                      https://is.gd/JpGn8W

                         About DraftDay

DraftDay Fantasy Sports Inc., formerly known as Viggle Inc., offers
a high quality daily fantasy sports experience directly to
consumers and to businesses desiring turnkey solutions to new
revenue streams.  DraftDay Fantasy Sports Inc. is the largest
shareholder of DraftDay Gaming Group, with a 44% stake.  Sportech
owns 35%.  By combining and capitalizing on the well-established
operational business assets of DraftDay and Sportech, the new
DraftDay is well-positioned to become a significant player in the
explosive fantasy sports market.  DraftDay has paid out over $30
million in prizes with increased player retention and brand
loyalty.  DraftDay Fantasy Sports also operates MyGuy and Viggle
Football both of which offer real-time interactive participation
with professional and college football games; Wetpaint, which
offers entertainment and celebrity news; and Choose Digital, a
digital marketplace platform that allows companies to incorporate
digital content into existing rewards and loyalty programs in
support of marketing and sales initiatives.

"The Company is unlikely to generate significant revenue or
earnings in the immediate or foreseeable future.  The continuation
of the Company as a going concern is dependent upon the continued
financial support from its stockholders, the ability of the Company
to obtain necessary equity or debt financing to continue
development of its business and to generate revenue.  Management
intends to raise additional funds through equity and/or debt
offerings until sustainable revenues are developed.  There is no
assurance such equity and/or debt offerings will be successful and
therefore there is substantial doubt about the Company's ability to
continue as a going concern within one year after the financial
statements are issued," according to the Company's quarterly report
for the period ended Dec. 31, 2015.


EARTH HOUSE: Hires Andre L. Kydala as Bankruptcy Counsel
--------------------------------------------------------
Earth House Inc. seeks permission from the U.S. Bankruptcy Court
for the District of New Jersey to employ Andre L. Kydala, Esq., at
the Law Firm of Andre L. Kydala as bankruptcy counsel.

Mr. Kydala will attend court hearings, negotiate with creditors,
prepare a plan of reorganization, and interface with the Office of
the U.S. Trustee.  A retainer of $7,583 will be billed against an
hourly rate of $350.

To the best of the Debtor's knowledge, Mr. Kydala doesn't hold nor
represent an adverse interest to the estate, is a disinterested
person under 11 U.S.C. Section 101(14), and does not represent or
hold any interest adverse to the Debtor or the estate with respect
to the matter for which he will be retained under 11 U.S.C. Section
327(e).

Earth House Inc filed for Chapter 11 bankruptcy protection (Bankr.
D.N.J. Case No. 16-16949) on April 11, 2016.  Andre L. Kydala,
Esq., at the Law Firm of Andre L. Kydala serves as the Debtor's
bankruptcy counsel.


EAST AFRICA DRILLING: Court Approves Jameson as Counsel
-------------------------------------------------------
East Africa Drilling LLC, sought and obtained permission from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
James B. Jameson as counsel to the Debtor.

East Africa requires Jameson to:

   a. take all necessary actions to protect and preserve the
      estate of the Debtor, including the prosecution of actions
      on the Debtor's behalf, the defense of any actions
      commenced against the Debtor, the negotiation of disputes
      in which the Debtor is involved, and the preparation of
      objections to claims filed against the Debtor's estate;

   b. prepare on behalf of the Debtor all necessary motions,
      applications, answers, orders, reports, and papers in
      connection with the administration and prosecution of the
      Debtor's Chapter 11 case;

   c. assist the Debtor in connection with any proposed sale of
      assets pursuant to Bankruptcy Code section 363;

   d. advise the Debtor in respect of bankruptcy or other such
      services as requested; and

   e. perform all other legal services in connection with the
      Chapter 11 case.

Jameson will be paid at these hourly rates:

     Jameson                 $425
     Associates              $150-$200
     Paralegal               $110

Jameson received from the Debtor an initial retainer in the amount
of $15,000.00 (of which a portion was designated for the payment of
a pre-petition invoice in the amount of $9,813.25) which included
the filing fee. The balance of $5,186.75 has been placed in
Jameson's firm's trust account. The Debtor has agreed to replenish
the retainer account, as requested, subject to the US Trustee
guidelines and cash collateral orders, if any.

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

James B. Jameson, Esq., 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.

Jameson can be reached at:

     James B. Jameson, Esq.
     JAMES B. JAMESON & ASSOCIATES, P.C.
     700 Louisiana, Suite 4545
     Houston, TX 77098
     Tel: (713) 807-1705
     Fax: (888) 231-0671
     E-mail: jbjameson@jamesonlaw.net

                      About East African Drilling

East African Drilling LTD. filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Tex. Case No. 16-31447) on March 25, 2016. The
petition was signed by Shane Reeves as restructuring officer. The
Debtor disclosed total assets of $10 million and total debts of
$45.35 million.  James B. Jameson, Esq., represents the Debtor as
counsel. Judge Karen K. Brown has been assigned the case.


EAST ORANGE: Deadline to Remove Suits Extended to Aug. 8
--------------------------------------------------------
The U.S. Bankruptcy Court in New Jersey has given EOGH Liquidation
Inc., formerly East Orange General Hospital Inc., until Aug. 8,
2016, to file notices of removal of lawsuits involving the company
and its affiliates.

                     About East Orange General

Located in East Orange, New Jersey, East Orange General Hospital is
211-bed hospital that claims to be the only independent, fully
accredited, acute-care hospital in Essex County and is a recognized
leader in behavioral health services, renal dialysis, wound care,
diagnostic services, emergency services, and family health care.

East Orange General Hospital, Inc. and parent Essex Valley
Healthcare, Inc. filed Chapter 11 bankruptcy petitions (Bankr. D.
N.J. Case Nos. 15-31232 and 15-31233, respectively) on Nov. 10,
2015.  Martin A. Bieber, the interim president and chief executive
officer, signed the petitions.  

East Orange General Hospital, Inc., in an amended summary disclosed
total assets of $36,686,168 adtotal liabilities of $37,374,246.  It
previously disclosed total assets of $36,686,168 and total
liabilities of $37,376,204.

The Debtors have engaged Lowenstein Sandler LLP as counsel,
PricewaterhouseCoopers LLP as financial advisor, McCarter &
English, LLP as special transactional counsel, and Prime Clerk LLC
as claims, noticing and balloting agent.

Judge Vincent F. Papalia has been assigned the case.

The Debtors employ approximately 860 individuals.

As reported by the Troubled Company Reporter on March 31, 2016,
Judge Vincent F. Papalia has authorized East Orange General
Hospital to change its name to EOGH Liquidation, Inc. in relatin to
the sale of substantially all of the Debtors' assets to Prospect
EOGH, Inc.  The Sale closed as of Feb. 29, 2016.

The Office of the U.S. Trustee appointed seven creditors to the
official committee of unsecured creditors.  The committee is
represented by Arent Fox LLP and Trenk, DiPasquale, Della Fera &
Sodono, P.C.

Laura L. Katz was appointed the Patient Care Ombudsman on Nov. 23,
2015.  Ms. Katz is a member of the law firm of Saul Ewing, LLP,
which also serves as her counsel in the Ch. 11 case.


ECI HOLDCO: S&P Retains 'B+' Rating on 1st-Lien Credit Facility
---------------------------------------------------------------
S&P Global Ratings said that its 'B+' issue-level rating and '3'
recovery rating on the first-lien credit facility of St.
Louis-based ECI Holdco Inc.'s subsidiary, Electrical Components
International Inc., are unchanged following ECI's announcement that
the loan is being upsized by $40 million.  The '3' recovery rating
on the facility reflects S&P's expectation for recovery prospects
in the lower half of its meaningful (50%-70%) recovery range.

S&P expects that the company will use the proceeds from this
transaction to fund its acquisition of Whitepath Fab Tech Inc., a
North American supplier of wire harnesses and other value assembly
services to commercial HVAC (heating, ventilation, air
conditioning) manufacturers.

RATINGS LIST

ECI Holdco Inc.
Corporate Credit Rating            B+/Negative/--

Ratings Unchanged

Electrical Components International Inc.
Senior Secured
First-lien credit facility         B+
  Recovery Rating                   3L


ELEPHANT TALK: Incurs $4.31 Million Net Loss in First Quarter
-------------------------------------------------------------
Elephant Talk Communications Corp. filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $4.31 million on $3.27 million of revenues for the
three months ended March 31, 2016, compared to a net loss of $2.12
million on $5.01 million of revenues for the same period in 2015.

As of March 31, 2016, Elephant Talk had $25.05 million in total
assets, $19.66 million in total liabilities and $5.39 million in
total stockholders' equity.

The cash balance of the Company at March 31, 2016, was $406,509.
Additional capital is required during the second quarter 2016 to
cover working capital deficiencies and restructuring costs.

In addition to pursuing other sources of debt and equity financing,
the Company continues to evaluate strategic alternatives related to
ValidSoft, including, but not limited to, cross-licensing
arrangements in the event of divestiture.  Several investment
groups have expressed interest in acquiring the subsidiary, and the
Company believes that the divestiture of ValidSoft, would generate
sufficient cash to fully repay Atalaya, the senior lender, and fund
the necessary working capital requirements including restructuring
costs.  The Company is evaluating and potentially integrating
certain product capabilities of ValidSoft within its mobile
telephony product portfolio and is expanding its pipeline of
revenue opportunities accordingly.  The Company expects that
ValidSoft revenues may benefit from access to the Company's
existing customer base and subscribers and is evaluating potential
co-marketing synergies.

Although the Company has previously been able to raise capital as
needed, there can be no assurance that additional capital will be
available at all, or if available, on reasonable terms.  Further,
the terms of such financing may be dilutive to our existing
stockholders or otherwise on terms not favorable to us, or our
existing stockholders.

"If we are unable to secure additional capital, and/or do not
succeed in meeting our cash flow objectives or the Lender takes
steps to call the loan before new capital is attracted, the Company
will be materially and negatively impacted, and we may have to
significantly reduce our operations.

"As of March 31, 2016, these events combined with the delays in the
divestiture of ValidSoft raise substantial doubt about the
Company's ability to continue as a going concern.  The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty."

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

                       https://is.gd/Fl09Wq

                       About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

Elephant Talk reported a net loss of $5 million on $31.01 million
of revenues for the year ended Dec. 31, 2015, compared to a net
loss of $21.86 million on $20.35 million of revenues for the year
ended Dec. 31, 2014.

Squar Milner, LLP (formerly Squar Milner, Peterson, Miranda &
Williamson, LLP), in Los Angeles, California, 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 from operations, has an accumulated deficit of
$256 million and has negative working capital.  This raises
substantial doubt about the Company's ability to continue as a
going concern, the auditors said.


ELKVIEW RECLAMATION: Case Summary & 6 Unsecured Creditors
---------------------------------------------------------
Debtor: Elkview Reclamation & Processing LLC
        P.O. Box 1052
        Catlettsburg, KY 41129

Case No.: 16-30250

Chapter 11 Petition Date: May 18, 2016

Court: United States Bankruptcy Court
       Southern District of West Virginia (Huntington)

Judge: Hon. Frank W. Volk

Debtor's Counsel: S Taylor Hood, Esq.
                  OFFUTT NORD BURCHETT PLLC
                  949 third Avenue, Suite 300
                  PO Box 2868
                  Huntington, WV 25728
                  Tel: 304 529 2868
                  E-mail: sthood@onblaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $0 to $50,000

The petition was signed by Dennis Johnson, president.

A list of the Debtor's six largest unsecured creditors is available
for free at http://bankrupt.com/misc/wvsb16-30250.pdf


EMERALD FALLS: U.S. Trustee Objects to Hiring of Conner & Winters
-----------------------------------------------------------------
Samuel K. Crocker, the United States Trustee overseeing the
bankruptcy case of Emerald Falls, LLC, asks the U.S. Bankruptcy
Court for the Eastern District of Oklahoma not to approve the
Debtor's application to Conner & Winters as counsel.

The Application states that "Conner & Winters is owed approximately
$18,000 from work in connection with a previous bankruptcy,"
according to the Objection.  In addition, Conner & Winters is
listed as a general unsecured creditor, and Conner & Winters claim
places them as one of the Debtor's 20 largest unsecured claims.

The U.S. Trustee notes that the Application was accompanied by an
"Affidavit of Proposed Attorney and Bankruptcy Rule 2014 and 2016
Disclosure," signed by Timothy T. Trump.  The Trump Affidavit also
states that "Conner & Winters is owed approximately $18,000 from
work in connection with a previous bankruptcy," and that "A
non-debtor, Bernard Carballo, has agreed to pay the balance of such
fees by May 27, 2016."

The U.S. Trustee contends that Conner & Winters is not a
disinterested person because the Firm is a creditor of the Debtor.
The U.S. Trustee also points out that Conner & Winters has failed
to disclose all connections to the Debtor and other
parties-in-interest.  Specifically, he argues, who is Bernard
Carballo?  Is he currently a creditor, and was he a creditor
previously?  Hence, the U.S. Trustee asks the Court to deny the
Application.

The U.S. Trustee is represented by:

          Charles S. Glidewell, Esq.
          OFFICE OF THE UNITED STATES TRUSTEE
          215 Dean A. McGee, Fourth Floor
          Oklahoma City, OK 73102
          Telephone: (405) 231-5960
          Facsimile: (405) 231-5958
          E-mail: Charles.Glidewell@usdoj.gov

                       About Emerald Falls

Emerald Falls LLC operates as a community development company.  It
develops communities with amenities such as golf courses, country
club, swimming pools, Internet cafe, fitness facility, greenbelt
hike and bike trails, tennis courts, kids clubs, and fishing
ponds.

Emerald Falls filed a Chapter 11 bankruptcy petition (Bankr. E.D.
Okla. Case No. 16-80392) on April 23, 2016.  The petition was
signed by Lucia Carballo as manager.  The Debtor listed total
assets of $12.04 million and total debts of $21.68 million.  Conner
& Winters represents the Debtor as counsel.


EMERALD OIL: Commitee Taps Whiteford Taylor as Delaware Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Emerald Oil, Inc.,
et al., asks for authorization from the U.S. Bankruptcy Court for
the District of Delaware to retain Whiteford, Taylor & Preston LLC
as Delaware counsel, nunc pro tunc to April 6, 2016.

A hearing on the request is set for June 8, 2016 at 11:00 a.m.
(ET).  Objections to the motion must be filed by May 31, 2016, at
4:00 p.m. (ET).

WTP will provide these services:

      a. providing legal advice regarding local rules, practices,
         and procedures and providing substantive and independent
         legal advice on how to accomplish Committee goals,
         bearing in mind that the Delaware Bankruptcy Court relies

         on Delaware counsel like WTP to be involved in all
         aspects of each bankruptcy proceeding;

      b. drafting, reviewing, and commenting on drafts of
         documents to ensure compliance with local rules,
         practices, and procedures;

      c. drafting, filing, and service of documents as requested
         by Akin;

      d. preparing certificates of no objection, certifications of

         counsel, and notices of fee applications;

      e. printing of documents and pleadings for hearings,
         preparing binders of documents and pleadings for
         hearings;

      f. appearing in Court and at any meetings of creditors on
         behalf of the Committee in its capacity as Delaware
         Counsel with Akin;

      g. monitoring the docket for filings and coordinating with
         Akin on pending matters that may need responses;

      h. participating in calls with the Committee; and

      i. providing additional support to Akin, as requested.

WTP will be paid at these hourly rates:

         Christopher M. Samis, Partner          $530
         L. Katherine Good, Counsel             $500
         Chantelle D. McClamb, Associate        $330
         Stephanie Lisko, Paralegal             $245

WTP will apply for compensation for professional services rendered
and reimbursement of expenses incurred in connection with the
Committee's retention of WTP in compliance with sections 330 and
331 of the Bankruptcy Code and applicable provisions of the
Bankruptcy Rules, Local Rules, and any other applicable procedures
and orders of the Court.  WTP also intends to make a reasonable
effort to comply with the U.S. Trustee's requests for information
and additional disclosures as set forth in the Guidelines for
Reviewing Applications for Compensation and Reimbursement of
Expenses Filed under 11 U.S.C. Section 330 by Attorneys in Larger
Chapter 11 Cases Effective as of Nov. 1, 2013, both in connection
with this application and the interim and final fee applications to
be filed by WTP in these Chapter 11 cases.

WTP didn't agree to any variations from, or alternatives to, your
standard or customary billing arrangements for this engagement.  No
professionals included in this engagement vary their rate based on
the geographic location of the bankruptcy case.  WTP did not
represent the Committee in the 12 months prepetition.  WTP has in
the past represented, currently represents, and may represent in
the future certain Committee members and their affiliates in their
capacities as members of official committees in other Chapter 11
cases or individually in matters wholly unrelated to these Chapter
11 cases.  WTP expects to develop a prospective budget and staffing
plan to reasonably comply with the U.S. Trustee's request for
information and additional disclosures, as to which WTP reserves
all rights.  The Committee has approved WTP's proposed hourly
billing rates.  The WTP attorneys and paraprofessionals staffed on
the Debtors' Chapter 11 cases, subject to modification depending
upon further development.

Christopher M. Samis, Esq., a partner at WTP, assures the Court
that WTP is a disinterested person as that term is defined in
Section 101(14) of the Bankruptcy Code.

                        About Emerald Oil

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

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

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

Judge Kevin Gross has been assigned the cases.

Andrew Vara, acting U.S. trustee for Region 3, appointed seven
creditors of Emerald Oil, Inc., to serve on the official committee
of unsecured creditors.


EMERALD OIL: Creditors' Committee Hires Akin Gump as Co-Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Emerald Oil, Inc.,
et al., asks for authorization from the U.S. Bankruptcy Court for
the District of Delaware to retain Akin Gump Strauss Hauer & Feld
LLP as co-counsel in connection with the Debtors' Chapter 11 cases,
nunc pro tunc to April 6, 2016.

A hearing on the motion is set for June 8, 2016, at 11:00 a.m.
(ET).  Objections to the motion must be filed by May 31, 2016, at
4:00 p.m. (ET).

Akin Gump will:

      (a) advise the Committee with respect to its rights, duties
          and powers in the Debtors' Chapter 11 cases;

      (b) assist and advise the Committee in its consultations and

          negotiations with the Debtors relative to the
          administration of the Debtors' Chapter 11 cases;

      (c) assist the Committee in analyzing the claims of the
          Debtors' creditors and the Debtors' capital structure
          and in negotiating with holders of claims and equity
          interests;

      (d) assist the Committee in its investigation of the acts,
          conduct, assets, liabilities and financial condition of
          the Debtors and their insiders, and of the operation of
          the Debtors' businesses;

      (e) assist the Committee in its analysis of, and
          negotiations with, the Debtors or any third party
          concerning matters related to, among other things, the
          assumption or rejection of certain leases of non-
          residential real property and executory contracts, asset

          dispositions, financing of other transactions and the
          terms of one or more plans of reorganization for the
          Debtors and accompanying disclosure statements and
          related plan documents;

      (f) assist and advise the Committee as to its communications

          to the general creditor body regarding significant
          matters in the Debtors' Chapter 11 cases;

      (g) represent the Committee at all hearings and other
          proceedings before this Court;

      (h) review and analyze applications, orders, statements of
          operations and schedules filed with the Court and advise

          the Committee as to their propriety, and to the extent
          deemed appropriate by the Committee, support, join or
          object thereto;

      (i) advise and assist the Committee with respect to any
          legislative, regulatory or governmental activities;

      (j) assist the Committee in preparing pleadings and
          applications as may be necessary in furtherance of the
          Committee's interests and objectives;

      (k) assist the Committee in its review and analysis of all
          of the Debtors' various agreements;

      (l) prepare, on behalf of the Committee, any pleadings,
          including without limitation, motions, memoranda,
          complaints, adversary complaints, objections or comments

          in connection with any matter related to the Debtors or
          the Debtors' Chapter 11 cases; and

      (m) perform such other legal services as may be required or
          are otherwise deemed to be in the interests of the
          Committee in accordance with the Committee's powers and
          duties as set forth in the Bankruptcy Code, Bankruptcy
          Rules or other applicable law.

The Firm will be paid at these hourly rates:

          David H. Botter                $1,220
          Partner - Financial
          Restructuring Department
          
          Sarah Link Schultz             $1,050
          Partner - Financial
          Restructuring Department

          Joanna F. Newdeck                $875
          Senior Counsel – Financial
          Restructuring Department

          Lauren R. Lifland                $730
          Associate – Financial
          Restructuring Department

          Rachelle L. Rubin                $455
          Associate – Financial
          Restructuring Department

          Partners                     $700-$1,325

          Senior Counsel and Counsel   $545-$930

          Associates                   $410-$775

          Paraprofessionals            $160-$375

Akin Gump intends to make a reasonable effort to comply with the
U.S. Trustee's requests for information and additional disclosures
as set forth in the Guidelines for Reviewing Applications for
Compensation and Reimbursement of Expenses Filed under 11 U.S.C.
Section 330 by Attorneys in Larger Chapter 11 Cases Effective as of
Nov. 1, 2013, both in connection with this application and the
interim and final fee applications to be filed by Akin Gump in the
Debtors' Chapter 11 cases.  Akin Gump responds to the questions set
forth in Section D of the Revised UST Guidelines:

      (a) Akin Gump did not agree to any variations from, or
          alternatives to, its standard or customary billing
          arrangements for this engagement;

      (b) No rate for any of the professionals included in this
          engagement varies based on the geographic location of
          the bankruptcy case;

      (c) Akin Gump did not represent any member of the Committee
          in connection with these cases prior to its retention by

          the Committee; and

      (d) Akin Gump expects to develop a prospective budget and
          staffing plan to reasonably comply with the U.S.
          Trustee's request for information and additional
          disclosures, as to which Akin Gump reserves all rights.
          The Committee has approved Akin Gump's proposed hourly
          billing rates.  The Akin Gump attorneys and
          paraprofessionals staffed on the Debtors' Chapter 11
          cases, subject to modification depending upon further
          development.

David H. Botter, Esq., a member of Akin Gump, assures the Court
that the firm neither holds nor represents any interest adverse to
the Committee, the Debtors, their creditors or other parties in
interest or their respective attorneys in these Chapter 11 cases.
Mr. Botter says that Akin Gump is a disinterested person within the
meaning of Bankruptcy Code section 101(14).

Akin Gump can be reached at:

          David H. Botter, Esq.
          One Bryant Park
          Bank of America Tower
          New York, NY 10036-6745
          Tel: (212) 872-1055
          Fax: (212) 872-1002
          E-mail: dbotter@akingump.com

                        About Emerald Oil

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

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

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

Judge Kevin Gross has been assigned the cases.

Andrew Vara, acting U.S. trustee for Region 3, appointed seven
creditors of Emerald Oil, Inc., to serve on the official committee
of unsecured creditors.


ENERGY XXI: Porter Hedges Tapped as Counsel to EPL Board
--------------------------------------------------------
Energy XXI Ltd, et al., ask for authorization from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Porter Hedges LLP as special counsel for the Special Committee of
the Board of EPL Oil & Gas, Inc., nunc pro tunc to the Petition
Date.

Porter Hedges will advise the Special Committee regarding its
fiduciary duties and board processes generally and, in particular,
will advise the Special Committee regarding its rights and duties
in connection with any potential restructuring transaction, the
treatment of intercompany notes and other matters on which an
actual conflict exists between EPL and any of the other Debtors.

The Debtors request authority to compensate Porter Hedges for
professional services rendered and reimburse Porter Hedges for
expenses incurred in connection with the these cases as follows:

      a. The Debtors are authorized and empowered to pay
         compensation and reimburse expenses to Porter Hedges in
         the customary manner and in the full amount billed, upon
         receipt of reasonably detailed invoices indicating the
         nature of the services rendered and calculated in
         accordance with Porter Hedges' standard billing practices

         (without prejudice to the respective rights of the
         Debtors, the Official Committee of Unsecured Creditors,
         or the U.S. Trustee to dispute any Invoices), up to
         $50,000 per calendar month and $350,000 for Porter Hedges

         for the entire period in which these Chapter 11 cases are

         pending.  To the extent that an Invoice for a given
         calendar month is for an amount less than the full amount

         of the Monthly Cap, the Invoice for the subsequent month
         may exceed the Monthly Cap by an amount less than or
         equal to the Unused Monthly Cap.

      b. Notwithstanding any term to the contrary herein, prior to

         payment by the Debtors of any Invoice, the Debtors will
         serve a copy of Invoice on counsel to the Debtors,
         counsel to the Official Committee of Unsecured Creditors,

         and counsel to the U.S. Trustee.  The Reviewing Parties
         will have 14 days after service of any Invoice to notify
         the Debtors and Porter Hedges of any objection to the
         reasonableness of the fees and expenses incurred by
         Porter Hedges as reflected in Invoice.  If no objection
         is received, the Debtors may pay the amounts set forth in

         the Invoice.  If any Reviewing Party objects to an
         Invoice the objection cannot be resolved, the Debtors may

         pay the undisputed amounts set forth in the Invoice and,
         to the extent that the Debtors are unable to consensually

         resolve any objection with the applicable Reviewing Party

         during a reasonable period of time, the Debtors will
         schedule the matter for hearing before this Court and
         will not pay any disputed amounts prior to a ruling by
         the Court.

      c. Nothing herein limits Porter Hedges' right to request
         fees in excess of the Caps by application to the Court.

Pursuant to Bankruptcy Local Rule 2014-1(a), the current standard
hourly rates for partners, associates, staff attorneys and other
professionals employed by Porter Hedges are:

         Partners                     $425/$750
         Of Counsel                   $250/$725
         Associates/Staff Attorneys   $295/$450
         Paralegals                   $125/$230

Pursuant to the terms of the Engagement Letter, on April 5, 2016,
EPL paid Porter Hedges an initial retainer of $50,000.  On April
13, 2016, EPL paid Porter Hedges $52,858.40 for prepetition
services and expenses already rendered and to be rendered.
Subsequent to receipt of the retainer and payments, Porter Hedges
applied $52,858.40 to invoices for legal services and reimbursable
expenses rendered through the Petition Date.  As of the Petition
Date, the balance of the retainer was $50,000.

Porter Hedges can be reached at:

         Porter Hedges LLP
         John F. Higgins
         1000 Main Street, 36th Floor
         Houston, Texas 77002-6341
         Tel: (713) 226-6648
         Fax: (713) 226-6248
         E-mail: jhiggins@porterhedges.com
         Website: porterhedges.com

                     About AOG Entertainment

CORE Entertainment Inc. and its subsidiaries own, produce, develop
and commercially exploit entertainment content.  The Company's
portfolio of world-class brands and entertainment properties
includes participation in the "IDOL"-branded shows, including
American Idol, Deutschland sucht den Superstar, Nouvelle Star and
more than fifty other franchises shown around the world, and the
popular television series "So You Think You Can Dance".  The
Company conducts its primary business activities through its
subsidiary groups, including 19 Entertainment.

CORE Entertainment Inc. and 47 other affiliates each filed a
Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-11087
to 16-11134, respectively) on April 28, 2016, two days prior to the
expiration of their forbearance agreement with (a) certain lenders
holding the requisite amount of loans under a first lien term loan
facility; and (b) Crestview Media Investors, L.P., as lender under
the first lien term loan facility and a second lien term loan
facility.  Pursuant to the Forbearance Agreements, the lenders
agreed to forbear from exercising their remedies on account of any
missed payments or certain alleged defaults under the Term Loan
Agreements.

The Debtors estimated assets and liabilities in the range of $100
million to $500 million.

The Debtors have hired Willkie Farr & Gallagher LLP as counsel,
Moelis & Company, LLC as financial advisor, PricewaterhouseCoopers
LLP as auditors and tax consultants and Kurtzman Carson Consultants
LLC as claims, noticing and administrative agent.

The cases are pending joint administration under AOG Entertainment,
Inc., Case No. 16-11090 before the Honorable Stuart M. Bernstein.


EPICENTER PARTNERS: Taps Stinson Leonard as Bankruptcy Counsel
--------------------------------------------------------------
Epicenter Partners L.L.C. and Gray Meyer Fannin L.L.C. ask the U.S.
Bankruptcy Court for the District of Arizona to employ Stinson
Leonard Street, LLP, as bankruptcy and restructuring counsel to
perform legal services as necessary in connection with their
Chapter 11 cases.

The Firm will:

      a. advise the Debtors with respect to its powers and duties
         as debtors-in-possession in the continued management of
         its business and property;

      b. attend meetings and negotiate with representatives of
         creditors and other parties in interest and advising and
         consulting on the conduct of this Chapter 11 case,
         including all the legal and administrative requirements
         of operating in Chapter 11;

      c. assist the Debtors with the preparation of its schedules
         of assets and liabilities and statement of financial
         affairs;

      d. advise the Debtors in connection with any contemplated
         sales of assets or business combinations, formulate and
         implement appropriate procedures with respect to the
         closing of any transactions, and counsel the Debtors in
         connection with such transactions;

      e. advise the Debtors in connection with any post-petition
         financing and cash collateral arrangements and
         negotiating and drafting related documents, providing
         advice and counsel with respect to prepetition financing
         agreements and their possible restructuring;

      f. advise the Debtors on matters relating to the assumption,

         rejection, or assignment of unexpired leases and
         executory contracts;

      g. advise the Debtors with respect to legal issues arising
         in or relating to the Debtors' ordinary course of
         business including attendance at senior management
         meetings, meetings with the Debtors' financial and
         restructuring advisors and meetings of the board of
         directors;

      h. take all necessary action to protect and preserve the
         Debtors' estates, including the prosecution of actions on

         their behalf, the defense of any actions commenced
         against them, negotiations concerning all litigation in
         which the Debtors are involved, and objecting to claims
         filed against the Debtors' estates;

      i. prepare, on the Debtors' behalf, all motions,
         applications, answers, orders, reports, and papers
         necessary to the administration of the estates;

      j. negotiate and prepare, on the Debtors' behalf, a Chapter
         11 plan, related disclosure statement, and all related
         agreements and documents and taking any necessary action
         on the Debtors' behalf to obtain confirmation of that
         plan;

      k. attend meetings with creditors and other third parties
         and participate in negotiations with respect to the above

         matters;

      l. appear and advance the Debtors' interests before this
         Court, any appellate courts, and the U.S. Trustee; and

      m. perform all other necessary legal services and provide
         all other necessary legal advice to the Debtor in
         connection with this Chapter 11 case.

The Firm will be paid these hourly rates:

         Thomas Salerno                 $700
         Anthony Cali                   $295
         Anne Finch, Paralegal          $210

On May 13, 2016, Debtors provided the Firm a retainer of $200,000.
On May 16, 2016, the Debtors provided the Firm with an additional
retainer of $50,000.  Just prior to the filing of this case, $3,434
of the funds held in the Stinson Leonard trust account was applied
to cover the filing fee for the Debtors' bankruptcy cases.  The
Firm holds $246,566.00 in trust for the Debtors from funds received
prior to the Petition Date.  The Firm will retain all remaining
amounts of the Retainer in trust during the pendency of this
Chapter 11 case to be applied to any professional fees, charges and
disbursements approved by, and in accordance with any order of,
this Court.

To the best of the Debtors' knowledge, the Firm does not hold or
represent an interest adverse to the Debtors' estate and is a
"disinterested person," as that term is defined in Bankruptcy Code
Section 101(14) and modified by Section 1107(b), with respect to
the matters for which the Firm is to be employed.

The Firm can be reached at:

         Thomas J. Salerno, Esq.
         Alisa C. Lacey, Esq.
         Christopher C. Simpson, Esq.
         Anthony P. Cali, Esq.
         STINSON LEONARD STREET LLP
         1850 N. Central Avenue, Suite 2100
         Phoenix, Arizona 85004-4584
         Tel: (602) 279-1600
         Fax: (602) 240-6925
         E-mail: Thomas.Salerno@stinson.com
                 Alisa.lacey@stinson.com
                 Christopher.simpson@stinson.com
                 Anthony.Cali@stinson.com

Epicenter Partners L.L.C. and Gray Meyer Fannin L.L.C. are Arizona
limited liability companies whose principal places of business are
in Phoenix, Arizona.  They filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 16-05493) on May 16, 2016.

No trustee or examiner has been appointed in this case, nor has an
official committee of unsecured creditors been appointed.


ERNEST GEORGE ALTMANN: Court Denies Bid to Stay All Hearings
------------------------------------------------------------
Judge Ronald H. Sargis of the U.S. Bankruptcy Court for the Eastern
District of California issued a memorandum decision and order, a
full-text copy of which is available at
http://bankrupt.com/misc/ALTMANN420516.pdfdenying ex parte motion
to stay all hearings in the Chapter 11 case of Ernest George
Altmann (Bankr. E.D. Calif., Case No. 16-90363-E-11).

The Debtor filed the ex parte motion on May 9, 2016, asking the
Court to extend the dates of the hearing until certain documents
are produced.  Judge Sargis held that the Debtor has not provided
the court with grounds by which the court should suspend all
hearings in the bankruptcy case until some later, unspecified date.
It appears that the request has been made to keep in place the
automatic stay for an indefinite time while Creative Building,
Inc., pursues its rights that the Debtor assert exist, Judge Sargis
additionally held.


EXTREME PLASTICS: Hires FTI Consulting as Investment Banker
-----------------------------------------------------------
Extreme Plastics Plus, Inc., and EPP Intermediate Holdings, Inc.,
ask for permission from the U.S. Bankruptcy Court for the District
of Delaware to employ FTI Consulting, Inc., as investment banker
and financial advisor to the Debtors nunc pro tunc to March 21,
2016.

A hearing on the motion is set for June 6, 2016, at 10:00 a.m.
Objections must be filed by May 31, 2016, at 5:00 p.m.

FTI will:

      a. review information prepared by the Debtors, their other
         advisors, including Opportune LLP, and the financial
         advisors for the lenders to the Debtors;

      b. aggregate information to populate a "data room";

      c. prepare confidential information memorandum;

      d. market the Debtors' business to potential purchasers,     
    
         which may include "strategic" buyers and "financial"
         buyers;

      e. advise the Debtors on tactics and strategies for
         negotiating with potential purchasers;

      f. work with potential purchasers on preliminary due
         diligence and having interested parties submit a letter
         of intent;

      g. present LOIs to the Debtors for their review and
         selection;

      h. work with the Debtors, other advisors, and the
         potential purchaser that is selected through the final
         due diligence process; and

      i. assist the Debtor and their other advisors to close a
         transaction for the purchase of substantially all the
         assets of the Debtors.

FTI will be paid:

      a. nonrefundable advisory fee of $100,000,
      b. transaction fee of $450,000,
      c. new capital fee of $450,000,
      d. suspension fee of $100,000, and
      e. reimbursement of expenses

As of the Petition Date, the Debtors have advanced $100,000 to FTI
on the condition that the firm must remit the $100,000 to the
Debtors if the Court doesn't enter an order granting the
application.

Michael Buenzow, senior managing director of FTI, assures the Court
that the firm is disinterested as defined in Section 101(14) of the
Bankruptcy Code and does not hold or represent an interest
materially adverse to the Debtors or their estates.

                     About Extreme Plastics

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

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

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

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

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

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

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


EXTREME PLASTICS: Wants Exclusive Plan Filing Extended to Aug. 31
-----------------------------------------------------------------
Extreme Plastics Plus, Inc., and EPP Intermediate Holdings, Inc.,
asks the U.S. Bankruptcy Court for the District of Delaware to
extend the exclusive right to file a Chapter 11 plan by 94 days,
through and including Aug. 31, 2016, and solicit acceptances of the
plan through and including Oct. 30, 2016.

Without the requested extensions, the exclusive filing period and
exclusive solicitation period would expire on May 30, 2016, and
July 29, 2016, respectively.

The Debtors have made substantial good faith progress toward a
value-maximizing conclusion to the Chaper 11 cases.  The Debtors
have successfully negotiated the consensual use of cash collateral
and are working with the agent over a final order authorizing the
use of cash collateral and granting adequate protection.  The
Debtors have also taken significant steps in the marketing and sale
process.  With the entry of the bar date order and impending bar
dates, the Debtors will soon have a more refined understanding of
the relevant claim pool.  The Debtors have also rejected
uneconomical real estate leases and abandoned burdensome assets and
are continuing to work to obtain consensual resolutions to the
motions to life the automatic stay that have been filed.

The lender-supported marketing and sale process as well as the
consensual tenure of discussions between the agent and the Official
Committee of Unsecured Creditors on typically "hot-button" issues
like lien challenges and avoidance actions shows that the Debtors
are making progress towards a consensual restructuring.

The Debtors tell the Court that there is insufficient time
remaining before the current end of the exclusive periods for the
Debtors to complete the sale process and negotiate a restructuring
proposal.  

                     About Extreme Plastics

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

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

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

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

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

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

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


EZ MAILING: Has Until Aug. 10 to Assume or Reject West Gulf Lease
-----------------------------------------------------------------
The U.S. Bankruptcy Court in New Jersey has given E Z Mailing
Services Inc. until Aug. 10, 2016, to decide whether to assume or
reject its unexpired lease of a nonresidential real estate property
located at 9777 West Gulf Bank Road, in Houston, Texas.

                        About E Z Mailing

E Z Mailing Services Inc. and United Business Freight Forwarders
are transportation logistics companies whose customers include
Macy's, Walmart, JC Penny and Forever 21.

After primary lender PNC Bank declared a default and demanded
immediate payment of $4.2 million, which resulted to a customer
freezing payment, E Z Mailing and UBFF filed Chapter 11 bankruptcy
petitions (Bankr. D.N.J. Case Nos. 16-10615 and 16-10616,
respectively) on Jan. 13, 2016.  Ajay Aggarwal, the president,
signed the petitions.  The Debtors each estimated assets and
liabilities in the range of $10 million to $50 million.  Judge
Stacey L. Meisel presides over the cases.

Porzio, Bromberg & Newman, PC, serves as counsel to the Debtors.

Bederson LLP's Edward Bond is serving as CRO and crisis manager of
the Debtors.


FAIRMOUNT SANTROL: S&P Raises CCR to 'B-', Outlook Negative
-----------------------------------------------------------
S&P Global Ratings said it raised its corporate credit rating on
Chesterland, Ohio-based industrial sand producer Fairmount Santrol
Inc. to 'B-' from 'SD'.  The outlook is negative.

At the same time, S&P raised the issue-level rating on the
company's tranche B-1 term loans to 'B-' from 'D'.  S&P also
revised the recovery rating on the debt to '3' from '4', indicating
S&P's expectation for meaningful (50%-70%; lower half of the range)
recovery of principal and interest in the event of a payment
default.

In addition, S&P raised the ratings on the company's revolver bank
loan and first-lien term B-2 bank loan to 'B-' from 'CCC+'.  S&P
also revised the recovery rating on the loans to '3' from '4',
indicating S&P's expectation for meaningful (50%-70%; lower half of
the range) recovery in the event of a payment default.

"The negative outlook reflects our expectation of continued
pressure on Fairmount's liquidity position over at least the next
12 months as cash flows remain weak due to reduced drilling and
completion activity as well as weak demand and pricing for
proppant," said S&P Global Ratings credit analyst Ryan Gilmore.

S&P could lower the rating if it no longer deemed liquidity to be
adequate.  This could occur if demand and prices for frac sand
remained at current levels, resulting in accelerated cash and
revolving credit facility usage.  A negative rating action could
also occur if EBITDA interest coverage were sustained below 1x,
which could occur if 2016 adjusted EBITDA fell below the $70
million to $80 million range, all else being equal.  This would
indicate that the company's capital structure might be
unsustainable.

It is unlikely that S&P would raise the rating in the next 12
months given the current weakness in Fairmount's operating
environment.  However, S&P could consider revising the outlook to
stable within the next year if oil prices increased and drilling
and completion activity stabilized or showed improvement.  S&P
could also consider an upgrade if the company achieved sustainable
improvement in credit measures, with debt to EBITDA of less than 8x
along with adequate levels of liquidity.  This could occur in the
longer term if prices or volumes rose meaningfully from current
levels.


FAIRWAY GROUP: S&P Assigns 'B' Rating on $55MM DIP Term Loan
------------------------------------------------------------
S&P Global Ratings said that it assigned its 'B' point-in-time
rating to New York, N.Y.-based Fairway Group Acquisition Co.'s $55
million DIP term loan and $30.6 million revolving credit facility.
The corporate credit rating on Fairway Group Holdings Corp. remains
'D.'

This DIP loan rating is a point-in-time rating effective only for
the date of this report.  S&P will not review, modify, or provide
ongoing surveillance of the rating.  S&P based the rating on
various items, including the bankruptcy court orders and the DIP
credit agreement as well as S&P's views on the likelihood of
emergence or alternatively, repayment in the event of liquidation.

   -- On May 2, 2016, Fairway Group Holdings Corp. and certain of
      its subsidiaries filed a joint prepackaged Chapter 11 Plan
      of Reorganization and filed voluntary petitions for
      protection under Chapter 11 of the U.S. Bankruptcy Code.  On

      May 5, the bankruptcy court gave interim approval to the
      company's DIP facility, which gives the company access to up

      to $15 million of the facility.

   -- On May 31, 2016, S&P expects the bankruptcy court to issue a

      final order authorizing access to the full amount under the
      DIP facilities.  The DIP facilities constitute super-
      priority administrative expense claims.

   -- The bankruptcy court overseeing the Chapter 11 proceedings
      of Fairway Group Holdings has scheduled a combined hearing
      on approval of the company's proposed disclosure statement
      and confirmation of the company's proposed reorganization
      plan for June 7, according to a court order.

   -- Fairway says the proposed DIP will help support
      reorganization plans and enable normal post-petition
      operation of business, including timely payment of employee
      wages, benefits and other obligations on an uninterrupted
      basis.

S&P Global Ratings' rating on a DIP facility primarily captures
S&P's view of the likelihood of full cash repayment through the
company's reorganization and emergence from Chapter 11 (S&P's "CRE"
assessment).

"The DIP rating also considers the potential for the company to
fully repay the DIP facility if it is not successful in
reorganizing and liquidation becomes necessary," said S&P Global
Ratings credit analyst Diya Iyer.


FEDERAL IDENTIFICATION: Taps Ciardi as Legal Counsel
----------------------------------------------------
Federal Identification Card Co., Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to hire
Ciardi Ciardi & Astin P.C. as its counsel.

The Debtor tapped the firm to give legal advice with respect to its
powers and duties as debtor-in-possession, prepare legal papers,
and provide other legal services.

The professionals who are most likely to work on this case are:

     Albert A. Ciardi III           $485 per hour
     Jennifer C. McEntee            $300 per hour
     Stephanie Frizlen, Paralegal   $120 per hour

The firm can be reached through:

     Albert A. Ciardi, III, Esq.
     Ciardi Ciardi & Astin P.C.
     One Commerce Square
     2005 Market Street, Suite 3500
     Philadelphia, PA 19103
     Tel: (215) 557-3550
     Fax: 215-557-3551
     Email: aciardi@ciardilaw.com

          - and -

     Jennifer E. Cranston, Esq.
     Ciardi Ciardi & Astin P.C.
     One Commerce Square
     2005 Market Street, Suite 3500
     Philadelphia, PA 19103
     Tel: 215 557 3550
     Email: jcranston@ciardilaw.com

                  About Federal Identification

Federal Identification Card Co., Inc. d/b/a PTM Sport sought
protection under Chapter 11 of the Bankruptcy Code in the Eastern
District of Pennsylvania (Philadelphia) (Case No. 16-13496) on May
17, 2016.  

The petition was signed by Louis N. Leof, president.  The case is
assigned to Judge Ashely M. Chan.

The Debtor estimated both assets and liabilities in the range of $1
million to $10 million.


FERRETERIA PALOMAS: Taps Justiniano Law Offices as Bankr. Counsel
-----------------------------------------------------------------
Ferreteria Palomas Inc. seeks permission from the U.S. Bankruptcy
Court for the District of Puerto Rico to employ Gloria Justiniano
Irizarry, Esq., of the Justiniano Law Offices as bankruptcy
counsel.

The Firm will provide these services to the Debtor:

      a. examination of documents of the Debtor and other  
         necessary information to submit schedules and statement
         of financial affairs;

      b. preparation of the Disclosure Statement, Plan of
         Reorganization, records and reports as required by the
         Bankruptcy Code and the Federal Rules of Bankruptcy
         Procedure;

      c. preparation of applications and proposed orders to be
         submitted to the Court;

      d. identification and prosecution of claims and causes of
         action assertable by the debtor-in-possession on behalf
         of the estate;

      e. examination of proofs of claim filed and to be filed in
         the case and the possible objections to certain of the
         claims;

      f. advising the debtor-in-possession and preparation of
         documents in connection with the ongoing operation of the

         Debtor's business;

      g. advising the debtor-in-possession and preparation of
         documents in connection with the liquidation of the
         assets of the estate, if needed, including analysis and
         collection of outstanding receivables; and

      h. assisting and advising the debtor-in-possession in the
         discharge of any and all the duties imposed by the
         applicable dispositions of the Bankruptcy Code and the
         Federal Rules of Bankruptcy Procedure.

The Firm will be paid these hourly rates: $200, plus $125 for
associates, and $50 for paralegal.

The Firm received from the Debtor a retainer of $2,300 for services
to be rendered in connection with the litigation of all related
matters in the case.

Ms. Irizarry assures the Court that she and each member of the Firm
is a disinterested person as that term is defined in 11 U.S.C.
Section 101(14) and that neither she nor the Firm holds or
represents any interest adverse to the estate.

The Firm can be reached at:

         Gloria M. Justiniano
         Ensanche Martinez
         Calle A. Ramirez Silva
         Justiniano Law Offices
         Mayaguez, PR 00680-4714
         Tel: (787) 222-9272
              (787) 805-2945
         E-mail: Justinianolaw@gmail.com

Ferreteria Palomas Inc. filed for Chapter 11 bankruptcy protection
(Bankr. D. P.R. Case No. 16-03644) on May 5, 2016.


FIFTH STREET: Fitch Plans to Withdraw 'BB' Long-Term IDR
--------------------------------------------------------
Fitch Ratings plans to withdraw the ratings of Fifth Street Finance
Corp on or about June 6, 2016, for commercial reasons.

Fitch currently rates the following entity with a Negative
Outlook:

Fifth Street Finance Corp.

-- Long-Term Issuer Default Rating at 'BB';
-- Senior secured debt at 'BB';
-- Senior unsecured debt at 'BB';

Fitch reserves the right in its sole discretion to withdraw or
maintain any rating at any time for any reason it deems sufficient.
Fitch believes that investors benefit from increased rating
coverage by Fitch and is providing approximately 30 days' notice to
the market of the rating withdrawal of Fifth Street Finance Corp.
Ratings are subject to analytical review and may change up to the
time Fitch withdraws the ratings.

Fitch's last rating action for the above referenced entities was on
March 9, 2016. The ratings were downgraded to 'BB' from 'BB+' and
the Negative Outlook was maintained.


FLORHAM PARK SURGERY: Panel Taps Rabinowitz Lubetkin as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Florham Park
Surgery Center, LLC, seeks permission from the U.S. Bankruptcy
Court for the District of New Jersey to employ Rabinowitz, Lubetkin
& Tully, L.L.C., as counsel.

Rabinowitz Lubetkin will:

      a) provide the Committee with legal advice with respect to
         its powers and duties in all matters pertaining to the
         Debtor's bankruptcy case;

      b) prepare, on behalf of the Committee, all necessary
         applications, pleadings, orders, reports and other legal
         papers required or appropriate in connection with the
         Debtor's bankruptcy case;

      c) represent the Committee in any adversary proceedings
         either commenced by it or against it; and

      d) perform all other legal services for the Committee which
         may be reasonable or necessary herein in the exercise of
         its duties to represent the interests of all general
         unsecured creditors.

To the best of the Committee's knowledge, Rabinowitz Lubetkin does
not hold an adverse interest to the estate, does not represent an
adverse interest to the estate, is a disinterested person under 11
U.S.C. Section 101(14), does not represent or hold any interest
adverse to the debtor or the estate with respect to the matter for
which he/she will be retained under 11 U.S.C. Section 327(e).

Rabinowitz Lubetkin can be reached at:

         Jay L. Lubetkin, Esq.
         RABINOWITZ, LUBETKIN & TULLY, LLC
         293 Eisenhower Parkway, Suite 100
         Livingston, NJ 07039
         Tel: (973) 597-9100

                      About Florham Park

Headquartered in Florham Park, New Jersey, Florham Park Surgery
Center, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D.
N.J. Case No. 16-16964) on April 11, 2016, estimating its assets at
between $100,000 and $500,000 and liabilities at between $1 million
and $10 million.  The petition was signed by Associated Ambulatory
Services, LLC, by Kishor Solanki, authorized representative.

Judge John K. Sherwood presides over the case.

Daniel Stolz, Esq., at Wasserman, Jurista & Stolz serves as the
Debtor's bankruptcy counsel.


FLOUR CITY BAGELS: Judge Approves Bruegger's Standstill Deal
------------------------------------------------------------
A U.S. bankruptcy judge approved a deal that would extend the terms
of Flour City Bagels LLC's franchise agreements with Bruegger's
Franchise Corp.

Judge Paul Warren of the U.S. Bankruptcy Court for the Western
District of New York gave approval to the so-called standstill
agreement, which extends the terms of the franchise deals, until
the agreement expires on Sept. 1, 2016, or until it terminates.

The standstill agreement requires Flour City Bagels to pay
franchise fees to Bruegger's 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 from March 2, 2016, up to the execution date
of the agreement.

The company had earlier defended the deal against criticism from
the unsecured creditors' committee, which suggested that it should
just pay the 6.75% fee without an agreement.

According to Flour City Bagels, its cash flow does not permit full
payment of the fee.  "The committee's position would result in
the debtor being unable to pay certain post-petition obligations,"
the company said in a court filing.

                     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.


FOREST PARK MEDICAL: Hires Brusniak as Property Tax Consultant
--------------------------------------------------------------
Forest Park Medical Center, LLC, seeks authority from the U.S.
Bankruptcy Court for the Eastern District of Texas to employ
Brusniak Property Tax Attorneys as property tax consultant to the
Debtor.

Forest Park Medical requires Brusniak act as property tax
consultant for the Debtor, to evaluate and reduce the estate's
property tax liability and assist and represent the Debtor in any
property tax related matters.

Brusniak will be paid at these hourly rates:

     John Brusniak                $560
     David Kline                  $355
     Kory L. Ryan                 $335
     Legal Assistants             $185

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

John Brusniak, member of the Brusniak Property Tax Attorneys,
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.

Brusniak can be reached at:

     John Brusniak, Esq.
     BRUSNIAK PROPERTY TAX ATTORNEYS
     Three Galleria Tower
     13155 Noel Road, Suite 1850
     Dallas, TX 75240
     Tel: (972) 250-6363

                       About Forest Park

Forest Park Medical Center, LLC, based in Dallas, Texas, sought
Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case No.
16-40302) on February 21, 2016. The Debtor estimated $10 million to
$50 million in both assets and liabilities. The petition was signed
by David Genecov, chairman of the Board of Managers. Howard Marc
Spector, Esq., at Spector & Johnson PLLC, serves as counsel to the
Debtor.


FOUNDATION HEALTHCARE: Incurs $2.54 Million Net Loss in Q1
----------------------------------------------------------
Foundation Healthcare, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to the Company's common stock of $2.54 million on
$38.63 million of revenues for the three months ended March 31,
2016, compared to a net loss attributable to the Company's common
stock of $1.33 million on $29.54 million of revenues for the three
months ended March 31, 2015.

As of March 31, 2016, Foundation Healthcare had $124.06 million in
total assets, $126.66 million in total liabilities, $6.96 million
in preferred noncontrolling interest, and a total deficit of $9.55
million.

As of March 31, 2016, the Company's liquidity and capital resources
included cash of $2.9 million and working capital of $7.0 million.
The Company has working capital of $6.1 million after adjusting for
$0.9 million of redemption payments due to preferred noncontrolling
interest holders in August 2016.  As of December 31, 2015, the
Company's liquidity and capital resources included cash of $5.1
million and a working capital of $8.1 million (adjusted for $0.9
million of redemption payments due to preferred interest holders
during 2016).

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

                      https://is.gd/P4ewRy

                    About Foundation Healthcare

Oklahoma-based Foundation Healthcare is a healthcare services
company primarily focused on owning controlling interests in
surgical hospitals and the inclusion of ancillary service lines.
The Company currently owns controlling and noncontrolling
interests in surgical hospitals located in Texas.  The Company
also owns noncontrolling interests in ambulatory surgery centers
("ASCs") located in Texas, Oklahoma, Pennsylvania, New Jersey,
Maryland and Ohio.

Additionally, the Company provides sleep testing management
services to various rural hospitals in Iowa, Minnesota, Missouri,
Nebraska and South Dakota under management contracts with the
hospitals.  The Company provides management services to a majority
of its Affiliates under the terms of various management
agreements.  Prior to Dec. 2, 2013, the Company's name was
Graymark Healthcare, Inc.

Foundation Healthcare reported net income attributable to the
Company's common stock of $5.19 million on $126.13 million of
revenues for the year ended Dec. 31, 2015, compared to a net loss
attributable  to the Company's common stock of $2.09 million on
$101.85 million of revenues for the year ended Dec. 31, 2014.


FPMC AUSTIN REALTY: $115MM Sale to St. David's Approved
-------------------------------------------------------
Judge Tony M. Davis on May 16, 2016, entered an order approving the
purchase agreement between FPMC Austin Realty Partners, LP, as
seller, and St. David's Healthcare Partnership, L.P., as buyer. The
Debtor and its advisors engaged in a robust and extensive marketing
process, which was designed to obtain the highest value for the
Property.  St. David's is buying the Debtor's 146,997-square-feet
hospital building and 84,176-square-fee, 4-story medical office
building in Williamson County, Texas, and other assets for $115
million.

The Purchase Price being paid by St. David's is intended to pay in
full all holders of secured claims against the Property or any
portion thereof, whether such Property is subject to a true lease
or a financing arrangement.  Frost Bank, as a secured creditor
under a deed of trust recorded on or about December 20, 2013 and as
debtor in possession lender under that certain Senior Secured
Superpriority Debtor-In-Possession Loan Agreement, has consented to
having its collateral sold, and such sale of the Property to the
Buyer pursuant to the Purchase and Sale Agreement is free and clear
of any Claims of Frost against the Property, with any claim, lien
or right Frost may have against the Property attaching to the
proceeds of the Sale Transaction.

The Debtor's primary asset is a medical campus property commonly
known as the Forrest Park Medical Center Hospital and Medical
Office Building located 8.5 acres on the south side of SH 45 North
between MoPac and I-35 in Round Rock, Texas.  Forrest Park Medical
Center consists of a short-term acute care hospital and medical
office building, together with a 445 stall adjacent parking
garage.

A copy of the Sale Order is available for free at:

    http://bankrupt.com/misc/FPMC_Austin_113_Sale_Ord.pdf

St. David's Healthcare Partnership's attorneys:

         Waller Lansden Dortch & Davis, LLP
         511 Union Street, Suite 2700
         Nashville, Tennessee 37219-1760
         Attention: John Tishler, Esq.

                         About FPMC Austin

FPMC Austin Realty Partners, LP's primary asset is a medical campus
property commonly known as the Forrest Park Medical Center Hospital
and Medical Office Building located 8.5 acres on the south side of
SH 45 North between MoPac and I-35 in Round Rock, Texas
("Property").

FPMC Austin Realty Partners filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Tex. Case No. 16-10020) on Jan. 5, 2016. The petition
was signed by Mary Hatcher as manager of NRG Austin Dev. LLC, its
general partner. Judge Tony M. Davis has been assigned the case.

The Debtor estimated assets of $100 million to $500 million and
liabilities of $50 million to $100 million.

The Law Offices of Ray Battaglia, PLLC serves as the Debtor's
counsel.

Proofs of claim were due by May 9, 2016.


FUSION TELECOMMUNICATIONS: Incurs $4.06 Million Net Loss in Q1
--------------------------------------------------------------
Fusion Telecommunications International, Inc., filed with the
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss attributable to common stockholders of
$4.06 million on $33.18 million of revenues for the three months
ended March 31, 2016, compared to a net loss attributable to common
stockholders of $4.68 million on $25.26 million of revenues for the
same period in 2015.

As of March 31, 2016, Fusion had $103.71 million in total assets,
$91.19 million in total liabilities and $12.51 million in total
stockholders' equity.

"Since our inception, we have incurred significant net losses.  At
March 31, 2016, we had working capital of approximately $0.9
million and stockholders' equity of $12.5 million.  At December 31,
2015, we had working capital of $1.7 million and stockholders’
equity of approximately $14.5 million.  Our consolidated cash
balance at March 31, 2016 was $5.9 million as compared to $7.5
million at December 31, 2015.  While we believe we have sufficient
cash to fund our operations and meet our operating and debt
obligations for the next twelve months, we may be required to raise
additional capital to support our business plan.  There can be no
assurances that such funds will be available to the Company as and
when needed or on terms deemed by us to be acceptable."

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

                      https://is.gd/u258AD

                 About Fusion Telecommunications

New York City-based Fusion Telecommunications International, Inc.,
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.

Fusion reported a net loss attributable to common stockholders of
$9.80 million on $101.69 million of revenues for the year ended
Dec. 31, 2015, compared to a net loss attributable to common
stockholders of $4.31 million on $92.05 million of revenues for the
year ended Dec. 31, 2014.


GOGO INC: Moody's Assigns B3 Corporate Family Rating
----------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating, a
B3-PD Probability of Default Rating and a SGL-2 Speculative Grade
Liquidity ("SGL") Rating for Gogo Inc. Moody's also assigned a B2
(LGD3) rating to the company's $500 million senior secured note
offering. The senior secured notes will be issued at its
subsidiary, Gogo Intermediate Holdings LLC, and co-issued at a
second subsidiary, Gogo Finance Co. Inc. The company plans to use
the borrowings to refinance indebtedness outstanding under its
amended and restated senior term facility, which Gogo may prepay at
par plus 3.0% of the principal amount of the loans prepaid. Gogo
intends to use the remaining net proceeds, if any, for working
capital and other general corporate purposes, including potential
costs associated with the launch and commercial rollout of Gogo's
next-generation technology solutions. The outlook is stable.

Moody's has taken the following rating actions:

Issuer: Gogo Inc.

Corporate Family Rating -- Assigned B3

Probability of Default Rating -- Assigned B3-PD

Speculative Grade Liquidity Rating -- Assigned SGL-2

Outlook -- Stable

Issuer: Gogo Intermediate Holdings LLC (co-issued by Gogo Finance
Co. Inc.)

Gtd Senior Secured 1st Lien Notes -- Assigned B2 (LGD3)

Outlook -- Stable

RATINGS RATIONALE

Gogo's B3 CFR reflects its small scale, low margins, high leverage
and the expectation of negative free cash flow for the next several
years as the company heavily invests in connection with the
roll-out of the company's technology roadmap and international
expansion. Advanced satellite technology, such as 2Ku, and
additional air-to-ground technologies will help address current
data demands and enable a platform for future growth. The rating is
supported by the company's strong market position in broadband aero
communications, the industry's high barriers to entry, a robust
revenue growth profile, high cash balances and a seasoned and
proven management team.

Moody’s sais, "Gogo's SGL-2 short-term liquidity rating indicates
our expectation that the company will sustain good liquidity
through the next 12 to 18 months due to its large cash balances. We
expect Gogo to remain cash flow negative for FYE2016 and FYE2017 as
the company aggressively invests into growing out the business. As
of March 31, 2016, Gogo had $313 million in cash and no revolver.
The note offering is expected to increase cash balances by about
$194 million."

"The B2 rating of the senior secured first lien notes held at Gogo
Intermediate Holdings LLC (also co-issued at Gogo Finance Co. Inc.)
reflect a LGD3 loss given default assessment. The rating is notched
down from the LGD model output due to our concern about lower than
average recovery due to the heightened technology risk associated
with the deployment of Gogo's new 2Ku service. The secured notes
are guaranteed on a senior secured basis by Gogo Inc. and by each
of Gogo Inc.'s existing and future domestic restricted subsidiaries
(other than the co-issuers of the notes: Gogo Intermediate Holdings
LLC and Gogo Finance Co. Inc.).

"The stable outlook reflects our expectation that the company will
continue to produce relatively healthy revenue growth while
leverage remains high as Gogo heavily invests during its growth
phase."

Given the expectation for high leverage and negative free cash
flow, an upgrade is unlikely over the next 12 to 18 months.
However, upward rating pressure would ensue if Gogo were to
sustainably generate free cash flow and financial leverage
approached 4x (Moody's adjusted).

Downward rating pressure could develop if liquidity becomes
strained, revenue growth stalls, or if the company is unable to
improve its free cash flow profile over time. Additionally, debt
financed acquisitions/investments which result in a deterioration
in cash flow or a material increase in leverage could result in a
downgrade.


GOLDEN BAND: Court Extends Stay of Bankruptcy Proceedings
---------------------------------------------------------
Golden Band Resources Inc. ("Golden Band" or the "Company") on May
18 disclosed that, in connection with the proposal proceedings
initiated by the Company on April 15, 2016 under the Bankruptcy and
Insolvency Act (Canada) (the "BIA"), it has obtained an Order of
the Court of Queen's Bench For Saskatchewan granting it  approval
to, among other things, extend the stay of proceedings outlined in
the news release issued on April 15, 2016 for a further 45 days and
undertake a sales and investment solicitation process (the "SISP")
to sell the assets and/or the shares of the Company at the best
possible price available in the marketplace (the "Restructuring").
In that regard, the Company has engaged Deloitte Corporate Finance
Inc. to act as sales agent in connection with the SISP.  The
deadline for submission of non-binding letters of intent ("LOI") is
5:00pmSaskatoon time on Monday, June 27, 2016.  The Company has
also entered into a $1,185,000.00 (CAD) debtor-in-possession term
sheet (the "DIP Term Sheet") with CAMCE Holding Inc., an affiliate
of Procon Resources Inc. ("Procon"), the lender under the senior
secured gold stream credit agreement (the "Credit Agreement") dated
August 3, 2012 assigned to Procon effective February 22, 2013.
Advances made pursuant to the DIP Term Sheet will be used to
implement the Restructuring and to provide for working capital and
other ordinary course expenditures of the Company.  All obligations
of the Company pursuant to the DIP Term Sheet (collectively, the
"DIP Obligations") shall be secured by a first (except as otherwise
set out therein) ranking, court ordered charge on all of the
property of the Company.

Procon has also submitted a stalking horse credit bid (the
"Stalking Horse Credit Bid").  In the event that the result of the
SISP is that the Stalking Horse Credit Bid is put forward to the
Court for approval as the best offer available pursuant to the SISP
and is implemented as a share bid, then (subject to court approval)
all of the existing equity interests in the Company will be
retracted, cancelled and extinguished and new equity interests in
the Company will be issued to Procon pursuant to a BIA Proposal To
Creditors.  In the event that the result of the SISP is that the
Stalking Horse Credit Bid is put forward to the Court for approval
as the best offer available pursuant to the SISP and is implemented
as an asset bid, then (subject to court approval) all of the
material assets of the Company will be conveyed to Procon free and
clear of any security, charge or other restricted, other than
permitted encumbrances.  In the event that the result of the SISP
is to yield a superior offer from a third party other than Procon
that is put forward to the Court for approval as the best offer
available, then the transaction arising out of such third party
offer would be implemented and put forward for court approval in a
similar manner (as either a share bid or an asset bid, as the case
may be).

The purchase price offered by Procon pursuant to the Stalking Horse
Credit Bid is equal to the obligations of the Company to Procon
under the Credit Agreement as of the closing date (which, as of
April 8, 2016, were approximately $19.6 million, exclusive of
professional fees and costs), all obligations owed by the Company
pursuant to the DIP Term Sheet and any obligations of the Company
that are outstanding as of the closing date and that rank in
priority to the DIP Obligations.  The closing date is expected to
be no later than August 12, 2016.

These matters are subject to various conditions and there can be no
assurance that the Restructuring or any transaction described above
will be successfully completed.

                        About Golden Band

Golden Band Resources Inc. is a former gold producer operating in
the La Ronge gold belt in northern Saskatchewan and is listed on
the NEX board of the TSX Venture Exchange in Canada under the
symbol GBN.H.  Commercial production was declared on April 1, 2011.
The Company has suspended mining operations (see news release of
June 30, 2014) but has been actively exploring the La Ronge Gold
Belt since 1994 and has assembled a land package of 870 km2,
including 13 known gold deposits and five former producing mines,
being Jolu, Decade, Star Lake, EP and Komis (the La Ronge Project
area).  On April 15, 2016, the Company filed a Notice of Intention
to Make a Proposal to its Creditors under section 50.4 of the
Bankruptcy and Insolvency Act (Canada), to assist its restructuring
efforts.


GREENSHIFT CORP: Needs More Time to File March 31 Form 10-Q
-----------------------------------------------------------
GreenShift Corporation filed with the U.S. Securities and Exchange

Commission a Notification of Late Filing on Form 12b-25 with
respect to its quarterly report on Form 10-Q for the quarter ended
March 31, 2016.  The Company's quarterly report on Form 10-Q could
not be filed within the required time because there was a delay in
completing the procedures necessary to close the books for the
quarter, the filing stated.

                  About Greenshift Corporation

Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.

Greenshift reported net income of $15.8 million on $9.46 million of
revenue for the year ended Dec. 31, 2015, compared to net income of
$941,000 on $12.8 million of revenue for the year ended Dec. 31,
2014.  As of Dec. 31, 2015, Greenshift had $6.95 million in total
assets, $15.3 million in total liabilities, and a total
stockholders' deficit of $8.39 million.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2015, citing that
the Company has incurred operating losses, and current liabilities
exceeded current assets by approximately $11.4 million as of
Dec. 31, 2015.  In addition, the Company has guaranteed significant
debt of its parent company.  These conditions raise substantial
doubt about its ability to continue as a going concern.


GRIFFON CORP: S&P Affirms 'BB-' Rating on $600MM Sr. Unsec. Notes
-----------------------------------------------------------------
S&P Global Ratings said that it has affirmed its 'BB-' issue-level
rating on Griffon Corp.'s $600 million 5.25% senior unsecured notes
due 2022, which are being increased to $700 million via a $100
million add-on, issued under its existing indenture.  S&P has also
revised the recovery rating on the notes to '4' from '3',
indicating its expectation of average (30%-50%; at the lower end of
the range) recovery in the event of default.  The company plans to
use the proceeds to pay down existing borrowings on its
$350 million senior secured revolving credit facility due 2021 and
to provide future liquidity for general corporate purposes.

                         RECOVERY ANALYSIS

Key analytical factors

S&P's simulated default scenario contemplates a default in 2020, as
unfavorable macroeconomic conditions and weak markets for new
housing and repair and remodeling lead to material declines in
home- and building-products-related revenues.  S&P further assumes
that the loss of business from a major customer of the company's
Telephonics subsidiary exacerbates the deterioration in Griffon's
operating performance.

S&P has maintained its $120 million emergence EBITDA and 6x
enterprise valuation multiple for the company because there is no
material change in S&P's assessment of its prospects since its last
published article in April 2016.

As revenues steadily decline, the company finds itself in the
position of having to fund operating losses and debt service with
available cash and, to the extent available, borrowings under its
revolving credit facilities.  Eventually, its liquidity and capital
resources become strained to the point where it cannot continue to
operate absent a bankruptcy filing.

S&P's simulated default scenario also contemplates these:

   -- Approximately $290 million in borrowings will be outstanding

      under Griffon's $350 million revolving credit facility due
      2021, reflecting 85% utilization less approximately
      $15 million of standby letters of credit that S&P has
      assumed will remain undrawn but ongoing contingent
      obligations.

   -- For purposes of estimating revolving credit facility claims,

      S&P assumed a LIBOR rate of 3.5% and a spread of about 2%.
      The increase in the spread over current levels is intended
      to reflect deterioration in Griffon's financial condition,
      which places the company in the position of having to seek
      covenant relief amendments.

   -- The company's foreign subsidiaries have outstanding debt of
      about $35 million, which reflects 85% utilization of the
      foreign credit facilities and lines of credit on the basis
      of current exchange rates.  S&P's $35 million estimate
      assumes that the euro-based term loan maturing in 2018 will
      be replaced with a similar EUR15 million obligation.

S&P believes that the company is more likely to be reorganized (or
that the entire company or one or more of its subsidiaries could be
sold as a going concern) and that creditors would realize greater
recoveries through a reorganization rather than through a
liquidation of the business.  To estimate the company's enterprise
value, S&P used a 6x EBITDA multiple and approximate $120 million
emergence EBITDA level, resulting in a gross enterprise value of
about $720 million.

In valuing the company, after subtracting administrative expenses,
S&P attributed approximately 65% of the net enterprise value, or
about $435 million, to Griffon's domestic subsidiaries, and
approximately 35%, or about $235 million, to its foreign
subsidiaries.

S&P's analysis assumes that the value of the property underlying
the real estate mortgages and the assets subject to capital leases
would be sufficient to enable full satisfaction of those claims,
which S&P has estimated at approximately $45 million in the
aggregate.  After satisfaction of real estate mortgages and capital
leases, S&P estimates that approximately $390 million of domestic
enterprise value would remain available.

S&P also reduced its net foreign enterprise value estimate by
approximately $35 million to account for structurally senior
foreign debt claims.  Accordingly, S&P assumes that the residual or
equity value of Griffon's foreign operations is approximately $200
million.

Under S&P's analysis, revolving credit facility lenders would have
a priority claim against the remaining domestic enterprise value
and about 65% of the foreign enterprise value by virtue of the
liens that secure the facility.  S&P also understands that a
portion of the company's $35 million ESOP loans is secured by a
pari pasu lien on the same collateral package that secures the
company's revolving credit facility.  After satisfaction of
revolving credit facility and ESOP loans claims, estimated at
approximately $305 million, S&P estimates that roughly $280 million
of aggregate net enterprise value would remain available for
distribution to unsecured creditors.

Simulated default assumptions

   -- Simulated year of default: 2020
   -- EBITDA at emergence: $120 million
   -- EBITDA multiple: 6x
   -- Gross emergence value: $720 million

Simplified waterfall

   -- Net recovery value (after 7% administrative costs):
      $670 million
   -- Valuation split in % (obligors/nonobligors): 65/35
   -- Priority domestic claims (mortgages and capital leases—
      $45 million) and adjustments to Chapter 11 value
      (structurally senior foreign debt that reduces foreign
      equity value--$35 million): $80 million
   -- Available Chapter 11 value for lenders and noteholders:
      $515 million
   -- First-lien claims (revolving credit facility: $290 million;
      secured portion of ESOP term loans: $15 million):
      $305 million
   -- Recovery expectation for revolving credit facility: 90% to
      100%
   -- Remaining value for unsecured claims: about $280 million
   -- Senior note claim: $745 million
      -- Recovery expectation: 30% to 50% (lower half of the
      range)

Note: Estimated revolving credit facility and senior note claims
include about six months' accrued but unpaid interest outstanding
at the point of default.

Ratings List

Griffon Corp.
Corporate Credit Rating                       BB-/Stable/--

Rating Affirmed; Recovery Rating Revised
                                               To          From
Griffon Corp.
$700 mil. 5.25% sr. unsecd nts due 2022*      BB-         BB-
  Recovery Rating                              4L          3L

*Includes the $100 million add-on.


HAIMARK LINE: Taps Brownstein Hyatt as Legal Counsel
----------------------------------------------------
Haimark Line Ltd. seeks approval from the U.S. Bankruptcy Court for
the District of Colorado to hire Brownstein Hyatt Farber Schreck,
LLP as its counsel.

The Debtor tapped the firm to:

     (a) assist in the preparation of the Debtor's plan of
         reorganization and disclosure statement;

     (b) prepare legal papers on behalf of the Debtor;

     (c) represent the Debtor in adversary proceedings and
         contested matters related to its bankruptcy case;

     (d) provide legal advice with respect to the Debtor's rights,

         powers, obligations and duties as Chapter 11 debtor-in-
         possession in the continuing operation of its business
         and the administration of the estate.

The Brownstein attorneys who will work on this case include
primarily Steven Abelman, Michael Pankow and Samuel Kidder, whose
respective billing rates are $610, $655 and $330 per hour.
Meanwhile, the paralegal expected to work on the case is Sheila
Grisham, whose billing rate is $280 per hour.

Steven Abelman, a shareholder in Brownstein, disclosed in a court
filing that his firm does not represent an interest adverse to the
Debtor's estate and that it is a disinterested person within the
meaning of section 101(14) of the Bankruptcy Code.

Brownstein Hyatt can be reached through:

     Steven E. Abelman
     Samuel M. Kidder
     410 17th Street, Suite 2200
     Denver, CO 80202
     Telephone: (303) 223-1100
     Facsimile: (303) 223-1111
     E-mail: sabelman@bhfs.com
             skidder@bhfs.com

                        About Haimark Line

Haimark Line Ltd. sought protection under Chapter 11 of the
Bankruptcy Code in the District of Colorado (Denver) (Case No.
15-22180) on October 30, 2015.  

The petition was signed by Marcus Leskovar, managing partner.  The
case is assigned to Judge Sidney B. Brooks.

The Debtor estimated both assets and liabilities in the range of $1
million to $10 million.


HALCON RESOURCES: Has Deal to Restructure $3-Bil.+ Debt
-------------------------------------------------------
Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported
that Halcon Resources Corp., a pioneer of the shale boom founded by
legendary wildcatter Floyd C. Wilson, said it plans to file for
bankruptcy if enough creditors sign on to a deal it reached with a
group of bondholders to restructure more than $3 billion in debt.

According to the DBR report, Halcon said that a "select" group of
its third-lien bondholders and other junior creditors have agreed
to swap more than $1 billion in debt for 76.5% stake in a
reorganized company plus $50 million in unpaid interest payments.

Ernest Scheyder, writing for Reuters reported that Halcon's
restructuring plan will eliminate about $222 million of preferred
equity, and reduce the company's annual interest payments by more
than $200 million.  Debtholders will hold most of Halcon's shares
after it emerges from bankruptcy protection, the company said in a
statement, with existing common shareholders getting 4 percent of
the new equity and existing preferred shareholders receiving $11.1
million, the Reuters report related,

PJT Partners is the company's financial adviser and Weil, Gotshal &
Manges LLP is the legal counsel, while Alvarez & Marsal is the
restructuring adviser, Reuters said.

                    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 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.


HALCON RESOURCES: Reaches Balance Sheet Restructuring Agreement
---------------------------------------------------------------
Halcon Resources Corporation (HK) on May 18, 2016, disclosed that
the Company has reached an agreement in principal on terms of a
plan to restructure its balance sheet (the "Restructuring Plan")
with select holders of its 13.0% 3rd Lien Notes due 2022 ("3L
Notes"), its three tranches of senior unsecured notes comprised of
its 9.75% Senior Notes due 2020, its 8.875% Senior Notes due 2021,
and its 9.25% Senior Notes due 2022 (together, the "Unsecured
Notes"), its 8.0% Convertible Note due 2020 (the "Convertible
Note") and its 5.75% Perpetual Convertible Preferred Stock (the
"Preferred Equity", and together with the 3L Notes, Unsecured Notes
and Convertible Note, the "Affected Stakeholders").

The Restructuring Plan, if implemented, will result in the
elimination of approximately $1.8 billion of debt and approximately
$222 million of Preferred Equity, and will reduce the Company's
ongoing annual interest burden by more than $200 million.  As of
May 18, 2016, holders representing a majority of the value
outstanding in each class of Affected Stakeholders have indicated
their willingness to support the Restructuring Plan.  This
agreement is subject to the negotiation and execution of certain
definitive documentation, including a Restructuring Support
Agreement ("RSA") to be entered into with select Affected
Stakeholders.  The Company expects the RSA to be executed in the
near term, but there is no assurance this will occur.

Under the Restructuring Plan, all Halcon debt junior in seniority
to the Company's existing 8.625% 2nd Lien Notes due 2020 and its
12% 2nd Lien Notes Due 2022 ("2L Notes") will be eliminated, as
will all of the Preferred Equity.  The Restructuring Plan
contemplates that the Affected Stakeholders will receive newly
issued common shares in reorganized Halcon, warrants and/or cash in
exchange for their existing securities.  The table below summarizes
the treatment of the Affected Stakeholders in addition to other
stakeholders under the Restructuring Plan.

Stakeholder                     Treatment
Senior Secured Revolver         New or amended reserve based
                                facility to be provided by
                                existing lenders

2L Notes                        Unaffected and reinstated

3L Notes                        Fully equitized into 76.5% of the
                                pro forma equity

                                Receive $50.0 MM in cash plus
                                accrued and unpaid interest
                                through March 31, 2016  

Unsecured Notes                 Receive 15.5% of the pro forma
                                equity

                                Receive warrants for 4.0% of the
                                pro forma equity (4 year term,
                                $1.33 BN equity strike)

                                Receive $37.6 MM in cash plus
                                accrued and unpaid interest
                                through May 15, 2016

Convertible Note                Receive 4.0% of the pro forma
                                equity

                                Receive $15.0 MM in cash

                                Receive warrants for 1.0% of the
                                pro forma equity (4 year term,
                                $1.33 BN equity strike)

Preferred Equity                Receive $11.1 MM cash

Existing Common Equity          Receive 4.0% of the pro forma
equity

Following the execution of the RSA, the Company plans to solicit
the support of additional Affected Stakeholders for the
Restructuring Plan.  If certain voting thresholds are satisfied
through the solicitation process, the Restructuring Plan will be
executed through an accelerated pre-packaged Chapter 11 bankruptcy
filing.  The proposed Restructuring Plan is subject to definitive
documentation as well as court approval, so there can be no
assurance the Restructuring Plan will be consummated on the terms
set forth above and the final terms of any restructuring
transaction could be materially different.  The Company plans to
operate as usual during the restructuring process and will pay all
suppliers and vendors in full under normal terms for goods and
services provided.

Advisors

PJT Partners is acting as financial advisor, Weil, Gotshal & Manges
LLP is acting as legal counsel and Alvarez & Marsal is acting as
restructuring advisor to the Company in connection with the
Restructuring Plan.  Houlihan Lokey Capital, Inc. is acting as
financial advisor and Latham & Watkins LLP is acting as legal
advisor to the select ad hoc committee of 3L Notes.  Paul, Weiss,
Rifkind, Wharton & Garrison LLP is acting as legal advisor to the
select ad hoc committee of Unsecured Notes.

                     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 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.


HALYARD HEALTH: S&P Lowers CCR to BB-, Off CreditWatch Negative
---------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Halyard
Health Inc. to 'BB-' from 'BB' and removed the rating from
CreditWatch, where it was placed with negative implications on
April 14, 2016.  The outlook is stable.

S&P also lowered the ratings on the senior secured debt to 'BB-'
from 'BB' and the unsecured debt to 'B' from 'B+' and removed the
ratings from CreditWatch.  The recovery rating on the senior
secured debt remains '3', reflecting S&P's expectation for
meaningful (50%-70%, higher end of the range) recovery in the event
of a payment default.  The recovery rating on the senior unsecured
debt is '6', indicating expectations for negligible (0%-10%)
recovery in a default.

"The downgrade reflects our view that the modest improvements to
Halyard's scale, product diversity, and growth profile from the
acquisition of Corpak [a manufacturer of enteral access devices]
are more than offset by the material increase in debt leverage,"
said S&P Global Ratings credit analyst Lucas Taylor.

The Corpak transaction, which used cash and debt from the revolver,
increased adjusted leverage to 3.7x for 2016 and S&P expects no
deleveraging to occur over the next two years for Halyard, with
debt to EBITDA remaining well above 3.0x.  The Corpak acquisition
adds a company with a leading portfolio of nasogastric tubes, which
complements Halyard's existing enteral feeding products and allows
caregivers to offer a more complete set of enteral feeding
solutions.  Additionally, Corpak occupies a segment with slightly
higher sales growth than the core Halyard Medical Device business
and similar margins.

The outlook is stable, reflecting the company's ability and
willingness to remain between 3x and 4x leverage position, flat
revenue growth, and stable margins.

The S&IP division has shown significant pressures in both sales and
margins.  The unit has steadily declined every year since 2011,
losing over $150 million in sales.  Furthermore, a recent media
investigation made claims of defective surgical gowns.  S&P could
revise the outlook to negative if sales and margins continue to
decline or if litigation or reputational risk arises from the
product quality claims; in such a case, Halyard could see
exacerbated sales declines and lower overall EBITDA levels, thereby
increasing its debt to EBITDA.  Also, poor integration of
acquisitions could force operating costs higher, which would
decrease the amount of EBITDA the company generates.  S&P estimates
that a 150 basis-point contraction in margins, likely stemming from
further competition in the S&IP segment, would push leverage above
4x, thereby increasing the financial risk and potentially resulting
in a downgrade.

S&P considers an upgrade unlikely, given the headwinds the company
is facing in its largest segment.  The company would have to
stabilize its S&IP segment to keep EBITDA from declining and then
focus on paying down debt to a point where it sustains it below 3x.
S&P estimates a 150 to 200 basis point expansion in EBITDA margin
could result in these leverage levels.


HARBORVIEW TOWERS COUNCIL: Defers Ruling on Bid to Dismiss Case
---------------------------------------------------------------
Judge James F. Schneider of the U.S. Bankruptcy Court for the
District of Maryland deferred for a period of 120 days a decision
on Penthouse 4C, LLC's motion to dismiss the bankruptcy case of
Council of Unit Owners of the 100 Harborview Drive Condominium.

Penthouse's motion alleges that pursuant to the by-laws, the Board
of Directors lacked the authority to file the bankruptcy petition.

A full-text copy of Judge Schneider's May 11, 2016 Memorandum
Opinion is available at
http://bankrupt.com/misc/100HARBOR990511.pdf

Council of Unit Owners of the 100 Harborview Drive Condominium
sought creditor protection to stabilize its affairs and formulate
a
plan to deal with all of its obligations as a result of
garnishments and other pending litigation.

The Debtor filed a petition under Chapter 11 of the Bankruptcy
Code
in the U.S. Bankruptcy Court for the District of Maryland (Bankr.
D. Md. Case No. 16-13049) on March 9, 2016.  Dr. Reuben Mezrich
signed the petition as president.


HEALTH DIAGNOSTIC: Court Approves Amended Liquidating Plan
----------------------------------------------------------
Judge Kevin R. Huennekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia, Richmond Division, overruled the
objections to Health Diagnostic Laboratory, Inc., et al.'s Modified
Second Amended Plan of Liquidation and approved the Liquidating
Plan.

Judge Huennekens stated, "A court should approve a proposed chapter
11 plan if it complies with the requirements of Section 1129 and
the other applicable provisions of the Bankruptcy Code.  The Court
finds that the Liquidating Plan in this case has been proposed in
good faith.  The Liquidating Plan provides for the payment of all
administrative expenses and secured creditors in full.  The claims
are classified in a manner that complies with the Bankruptcy Code.
Unsecured creditors, in both number and dollar amount who are
impaired, have overwhelmingly voted in favor of the Liquidating
Plan, thus satisfying Section 1129(a)(10) of the Bankruptcy Code.
The Liquidating Plan does not unfairly discriminate against the two
dissenting classes of creditors.  The Liquidating Plan is feasible,
fair, and in the best interest of the creditors of the bankruptcy
estates.  The Court has overruled the Objections of Russell
Warnick, Dennis Ryan and BlueWave Health Care Consultants, Inc.
The Court finds that the Plan can be confirmed, as it complies with
all the applicable provisions of the Bankruptcy Code."

A full-text copy of Judge Huennekens's Memorandum Opinion dated May
12, 2016, is available at http://bankrupt.com/misc/HDL10940512.pdf

                     About Health Diagnostic

Health Diagnostic Laboratory, Inc., Central Medical Laboratory,
LLC, and Integrated Health Leaders, LLC, are health care
businesses
based in Richmond, Virginia.  HDL is a blood testing company.

Health Diagnostic Laboratory, Inc. (Bankr. E.D. Va. Case No.
15-32919) and affiliates Central Medical Laboratory, LLC (Bankr.
E.D. Va. Case No. 15-32920) and Integrated Health Leaders, LLC
(Bankr. E.D. Va. Case No. 15-32921) filed separate Chapter 11
bankruptcy petitions on June 7, 2015.  The petitions were signed
by
Martin McGahan, chief restructuring officer.  

HDL disclosed $96,130,468 in assets and $108,328,110 in
liabilities
as of the Chapter 11 filing.

Justin F. Paget, Esq., Tyler P. Brown, Esq., Jason W. Harbour,
Esq., and Henry P. (Toby) Long, III, Esq. at Hunton & Williams LLP
serve as the Debtors' bankruptcy counsel.  

Alvarez & Marsal is the Debtors' financial advisor.  Robert S.
Westermann, Esq., at Hirshler Fleisher, P.C., serve as the
Debtors'
conflicts counsel.  American Legal Claims Services, LLC, is the
Debtors' claims, noticing and balloting agent.  Ettin Group, LLC,
will market and sell the miscellaneous equipment and other assets.

MTS Health Partners, L.P., serves as investment banker.

To assist them with their restructuring efforts and to help
maximize the value of their estates, the Debtors filed with the
Court an application seeking entry of an order authorizing the
Debtors to retain Alvarez & Marsal Healthcare Industry Group, LLC
("A&M") to provide the Debtors with a Chief Restructuring Officer
and certain additional personnel.  Richard Arrowsmith is presently
the CRO.

On June 16, 2015, the Office of the United States Trustee for the
Eastern District of Virginia appointed the Committee, consisting
of
the following seven members: (i) Oncimmune (USA) LLC; (ii) Aetna,
Inc.; (iii) Pietragallo Gordon Alfano Bosick & Raspanti, LLP; (iv)
Mercodia, Inc.; (v) Numares GROUP Corporation; (vi) Kansas
Bioscience Authority; and (vii) Diadexus, Inc.  On Sept. 23, 2015,
Oncimmune (USA) LLC resigned from the Committee and, on Nov. 3,
2015, the U.S. Trustee appointed Cleveland Heart Lab, Inc. to the
Committee.

The Creditors Committee retained Cooley LLP as its counsel and
Protiviti Inc. as its financial advisor.

                           *     *     *

On Nov. 5, 2015, the Court entered an order setting Dec. 22, 2015,
as the Bar Date for the filing of all proofs of claim.

The Debtors have sold substantially all of their operating assets
pursuant to two separate sales approved by the Court.

On Jan. 4, 2016, the Debtors filed a proposed Plan of Liquidation
and Disclosure Statement.


HOCHHEIM PRAIRIE: S&P Revises Outlook to Neg. & Affirms B+ Rating
-----------------------------------------------------------------
S&P Global Ratings said that it revised its outlook on Hochheim
Prairie Farm Mutual Insurance Assoc. and its subsidiary to negative
from stable.  At the same time S&P affirmed its 'B+' long-term
counterparty credit and financial strength ratings on the company.

"The rating action reflects our view that Hochheim's financial risk
profile has deteriorated, largely because of the instability of its
underwriting performance and a change to its top-layer reinsurance
coverage," said S&P Global Ratings credit analyst Neil Stein.
Despite the company's capital-preservation initiatives, which
included purchasing aggregate catastrophe reinsurance protection
for 2016, Hochheim continues to incur significant losses due to
elevated catastrophic activity in Texas.  Although S&P expects the
company's current reinsurance program to shield its capital base
from any additional large losses through the rest of the year, S&P
believes Hochheim remains exposed to the risk of several smaller
weather-related losses that could erode its capital base.

The negative outlook reflects the company's exposure to smaller but
more frequent weather-related losses that could reduce its capital
adequacy, as measured by our proprietary capital model.

S&P may lower its rating during the next 12 months if:

   -- The company incurs significant losses that would materially
      affect capital levels;

   -- The company cannot purchase adequate reinsurance during the
      2017 renewal cycle; or

   -- Regulatory authorities initiate supervisory actions.

S&P could affirm the rating in the next 12 months if the company
demonstrates replenishment of capital.  Although S&P believes a
higher rating is unlikely, longer term, any upgrade would depend on
its ability to improve earnings and significantly grow its
statutory surplus, leading to a sustained improvement in capital
adequacy.


HRG GROUP: Fitch Affirms 'B' Issuer Default Rating
--------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) of HRG Group, Inc. (HRG) at 'B' and revised the Rating
Outlook to Negative from Stable. Fitch has also affirmed the
ratings on HRG's senior secured and senior unsecured debt.

KEY RATING DRIVERS - IDR and Senior Debt

The revision of the Outlook to Negative is driven by weakening
upstream dividend coverage of holding company interest expenses,
reduced diversification of HRG's portfolio following the expected
sale of its interest in Fidelity & Guaranty Life Holdings, Inc.
(FGL) to Anbang Insurance Group Co., Ltd. (Anbang) later this year,
and longer-term strategic uncertainty given that HRG will
effectively be operating as a single-investment, pass-through
structure at least for a period of time post the FGL sale.

The affirmations are supported by the credit risk profile and
underlying diversity of HRG's largest investment, Spectrum Brands,
Inc. (Spectrum Brands; Long-Term IDR of 'BB'; Outlook Stable),
which adds a degree of stability to HRG's upstream dividend flows,
and HRG's strong liquidity position, which is expected to improve
further following the FGL sale to Anbang. The ratings also
incorporate Fitch's expectation of potential deleveraging following
the close of the FGL investment sale. Rating constraints include
the potential for opportunistic acquisitions or other activities
which could alter HRG's risk profile, as well as the concentrated
and less liquid nature of HRG's investments.

Mixed Sector Outlooks and Portfolio Performance

HRG currently has exposure to consumer products through its 57.9%
controlling interest in Spectrum Brands as well as insurance and
re-insurance through its 80.4% ownership of FGL and full ownership
of Front Street Re Ltd. (Front Street). The company's 100% position
in Compass Production GP, LLC (Compass) and other entities
represents its energy segment, while the asset management
businesses currently include Salus Capital Partners, LLC (Salus),
CorAmerica, LLC and Energy & Infrastructure Capital, LLC. As of
Dec. 31, 2015, HRG's investment portfolio totalled approximately
$5.2 billion on a market value basis including FGL (approximately
$3.2 billion based on carrying value).

Fitch has stable 2016 sector outlooks on the U.S. consumer
products, life insurance and investment manager industries, but a
negative sector outlook for U.S. oil and gas exploration and
production. The negative sector outlook for U.S. oil and gas
exploration and production reflects weak market sentiment around
crude oil and continued bearish developments including surprisingly
robust U.S. crude oil production in recent months despite continued
low prices and Iran's re-entry into the crude export markets, among
other factors.

While HRG's main investment is performing well, other investments
are facing material market headwinds. On the positive front,
Spectrum Brands is achieving solid growth organically as well as
higher profitability from businesses acquired during 2015,
including Armored AutoGroup Parent Inc., IAMS and Eukanuba brands,
and Salix Animal Health LLC, offset by currency headwinds due to
the strong U.S. dollar. Fitch upgraded Spectrum Brands' Long-Term
IDR to 'BB' from 'BB-' on April 28, 2016 with a Stable Outlook. The
upgrade reflects Spectrum Brands' success in building a
well-diversified portfolio that can deliver low-single-digit
organic growth, while opportunistically on-boarding new brands to
its platform.

Conversely, HRG's energy segment experienced operating losses in
fiscal 2015 and thus far in fiscal 2016, due to significantly lower
margins as well as impairments on oil and gas properties. As a
result, since 2015 HRG has elected to contribute capital to fund
interest on debt issued by its subsidiary HGI Energy Holdings, LLC
to FGL and Front Street via affiliate notes. Fitch includes these
obligations in its assessment of HRG's interest coverage metrics.
One somewhat positive development with respect to the energy
segment was Compass' completed sale of its Holly, Waskom, and
Danville assets to Indigo Resources LLC in fiscal first quarter
2016, enabling it to repay a portion of its credit facility
borrowings and improve liquidity.

In HRG's asset management segment, Salus is winding down its
operations after recognized charge-offs and an increase in the
provision of credit losses related to a loan with RadioShack, which
filed for Chapter 11 bankruptcy protection in 2015.

Weak Dividend Coverage; FGL Investment Sale Pending

Fitch calculates that upstream dividends from HRG's subsidiaries
relative to holding company interest expenses as well as interest
on affiliate notes measured 0.5x in fiscal 2015, down from 1.3x in
fiscal 2014 and 1.1x in fiscal 2013.

As announced in FGL's press release dated May 4, 2016, the FGL
investment sale has been delayed slightly and it now expects to be
in a position to close the sale in the quarter ended Sept. 30,
2016, compared with the quarter ended June 30, 2016 previously.
Depending on how sale proceeds are ultimately used, this could
improve HRG's leverage and interest coverage profiles, although the
timing and magnitude of these potential improvements remains
uncertain. The company is expected to have sufficient resources to
fund interest payments via the $297.4 million of cash as of Dec.
31, 2015 as well as with the expected proceeds from the FGL sale.
Nevertheless, servicing interest in this manner effectively
represents HRG using principal to pay interest, thereby eroding
HRG's capitalization.

Leverage Manageable

Debt-to-equity based on the carrying value of HRG's investments was
elevated at 4.4x as of Dec. 31, 2015, compared to 2.9x at 2015
fiscal year end and 0.9x at 2014 fiscal year end. The leverage
increase based on the carrying value of HRG's investments stemmed
from the issuance of $260 million of senior secured notes and $140
senior unsecured notes in 2015, reduced capital from unrealized
investment losses in 2015, and the re-classification of FGL into
discontinued operations.

Since HRG's two largest current holdings are in publicly traded
companies (Spectrum Brands and FGL), Fitch also considers pro forma
debt-to-equity on the basis of the market value of HRG's public
investments, although recognizing that the market values can
fluctuate and realization of these market values could be
challenged by HRG's majority ownership positions. Nevertheless, on
this basis, Fitch calculates that HRG's leverage was 0.6x as of
Dec. 31, 2015, up slightly from 0.5x as of Dec. 31, 2014. Fitch
views HRG's leverage as manageable relative to current ratings.

Ownership Update

In March 2014, HRG entered into a Letter Agreement with Leucadia
National Corporation (Leucadia; Long-Term IDR of 'BBB-'; Outlook
Stable), pursuant to which Leucadia became HRG's largest
shareholder, nominated two board members to HRG's board, and agreed
not to own more than 27.5% of HRG's common shares through March 18,
2016. As of March 31, 2016, Leucadia owned 23.1% of HRG's common
shares, followed by an affiliate of Fortress Investment Group LLC
(Long-Term IDR of 'BBB'; Outlook Stable) at 16.4% and an affiliate
of Omega Advisors, Inc. at 6.0%. Fitch does not believe that
Leucadia will increase its ownership of HRG materially given its
well-articulated investment parameters; however, the concentrated
ownership of HRG by its top shareholders could lead to share price
volatility.

While HRG's position as a long-term strategic investor is a key
rating driver, more generally Fitch views HRG's operating state
post the FGL investment sale as unsustainable if another investment
is not consummated, given that it would effectively be a
single-investment, pass-through structure to Spectrum Brands. In
resolving the Rating Outlook, Fitch will consider the strategic
direction, organizational structure and ownership framework HRG
undertakes as well as the extent to which the company redeploys FGL
investment sale proceeds into subsequent investments, giving
consideration to the potentially resulting portfolio
diversification and upstream dividend capacity.

The 'BB-/RR2' senior secured debt rating reflects an expectation of
superior recoveries for these securities in the event of a
corporate default, taking into account the asset coverage of the
debt on a carrying value and market value basis and the potential
for increased liquidity following the sale of the FGL investment.
Given the superior recovery prospects of the senior secured notes,
the ratings are notched up twice from HRG's IDR.

The 'B/RR4' senior unsecured debt rating reflects an expectation of
average recoveries for these securities in the event of a corporate
default, taking into account the asset coverage of the debt on a
carrying value and market value basis and the potential for
increased liquidity following the sale of the FGL investment. Given
the average recovery prospects of the senior unsecured notes, the
ratings are equalized with HRG's IDR.

RATING SENSITIVITIES - IDR and Senior Debt

The following drivers could result in a downgrade of HRG's IDR:

-- Sustained uncertainty with respect to HRG's strategic
    direction, organizational structure or ownership framework;
-- A sustained reduction in interest coverage below 1.0x;
-- Deployment of the company's current and future cash for
    equity-oriented means or into investments which are of a
    highly speculative nature and/or exhibit uncertain dividend
    capacity;
-- Deterioration in operating performance at Spectrum Brands
    which results in a material decline in its value, dividend
    capacity and/or credit ratings.

The revision of the Outlook to Negative reflects Fitch's view of
limited upward rating momentum over the Outlook horizon. Even so,
the following developments could result in revision of the Outlook
to Stable and/or potential long-term upward rating momentum in
HRG's IDR:

-- Prudent deployment of balance sheet cash which results in
    further earnings stability and diversification of investments;
-- Improvement in parent company interest coverage to or
    approaching over 2.5x on a sustained basis..

The senior secured debt rating of 'BB-/RR2' is sensitive to
potential changes in the company's IDR. Furthermore, the secured
debt rating is sensitive to changes in the level of available asset
coverage.

The senior unsecured debt rating of 'B/RR4' is sensitive to
potential changes in the company's IDR. Furthermore, the unsecured
debt rating is sensitive to changes in the level of available asset
coverage.

If the Long-Term IDR were to be downgraded, there is the potential
for the outstanding senior secured debt and unsecured debt ratings
to stay at their current levels, subject to the assessment of HRG's
liquidity profile and asset coverage at that time.

Fitch has affirmed the following ratings:

HRG Group, Inc.
-- Long-Term IDR at 'B';
-- Senior unsecured notes at 'B/RR4';
-- Senior secured notes at 'BB-/RR2'.

The Rating Outlook has been revised to Negative from Stable.


ICAHN ENTERPRISES: S&P Lowers ICR to 'BB+', Off CreditWatch
-----------------------------------------------------------
S&P Global Ratings said it lowered its ratings on Icahn Enterprises
L.P. (IEP), including its long-term issuer credit rating and
unsecured debt rating to 'BB+' from 'BBB-'.  At the same time, S&P
removed all of the ratings from CreditWatch.  The outlook is
stable.  S&P also assigned a '3' recovery rating to IEP's senior
unsecured notes.  The '3' recovery rating indicates S&P's
expectation of meaningful recovery (upper half of the 50% to 70%
range) in the event of a default.

"The downgrade reflects IEP's elevated LTV ratio, which we now
expect to remain between 45%-60% over the next 12 months," said S&P
Global Ratings credit analyst Clayton Montgomery.  While part of
this increase in leverage has come as the portfolio (most notably
CVR Energy, Federal Mogul, and the investment segment) has
deteriorated in value over the past year, it has also resulted from
a substantial decrease in the amount of cash at IEP, which S&P nets
against debt in its LTV calculation.  As of March 31, 2016, the
IEP's LTV ratio was approximately 50%.  However, S&P estimates that
after quarter-end through May 13, 2016, IEP's large publicly traded
positions declined by approximately $600 million, which would
result in an LTV ratio of about 53%, holding all else equal.

S&P does not expect IEP to take action to decrease leverage at the
current time, and management's leverage tolerance continues to be
unclear--or at the very least elevated versus what S&P previously
assumed.  Even if IEP completes any divestitures (such as
Fontainebleu) or upstreams cash from portfolio companies (such as
Pep Boys), S&P would not expect for IEP to keep a meaningful amount
of the proceeds in cash at IEP on a sustained basis. Instead, S&P
believes IEP would very likely redeploy proceeds into new or
existing portfolio companies or contribute to the investment
segment.  S&P also expects IEP to refinance the full amount of its
$1.175 billion in senior unsecured notes due in January 2017, and
S&P do not see an equity raise as a likely event at this point,
especially given the performance in IEP's stock over the last
year.

IEP's investment segment declined again in the first quarter,
losing 12.8% of its value, after having negative returns in both
2015 and 2014.  S&P would view further losses in this segment
negatively, not only because it would have a leveraging effect on
IEP's LTV ratio, but also because it would further pressure IEP's
liquidity profile.  S&P considers IEP's investment segment to be a
secondary source of liquidity and an offset to IEP's low cash flow
adequacy ratio.  IEP redeemed $1.0 billion from the investment
segment in the first quarter in connection with the Pep Boys
acquisition, reducing its investment to $1.8 billion compared with
$4.5 billion as of March 31, 2015.  As of March 31, 2016, IEP's
investment in the investment segment and cash covered debt by 37%,
down significantly versus 65% as of Dec. 31, 2015, and 96% as of
March 31, 2015.

IEP's cash flow adequacy ratio was approximately 1.5x in 2015, and
S&P expects it to remain below 2x in 2016 (although it would be
below 1x if S&P calculates this ratio using only recurring
distributions).  To the extent this ratio falls below 0.7x, S&P
could consider lowering the rating if the decrease is not offset by
an increase in cash at the holding company or a reduction in debt.
IEP's distribution profile remains concentrated with two main
holdings, CVR Energy and American Railcar Leasing, making up a
substantial portion of total distributions.  S&P views this
unfavorably.

The stable outlook reflects S&P's expectations that IEP will
sustain an LTV ratio between 45%-60% and a cash flow adequacy ratio
of above 0.7x over the next 12 months.  It also reflects S&P's
expectation for IEP's portfolio quality, liquidity, and
diversification to remain relatively unchanged over the next 12
months.

If IEP increases its LTV ratio to above 60% on what S&P believes is
a sustainable basis or if IEP's cash flow adequacy ratio falls
below 0.7x without a corresponding increase in cash to compensate
for this, S&P could lower the rating.  S&P could also lower the
rating if IEP's portfolio becomes more concentrated, asset credit
quality deteriorates, or investment performance continues to
falter.

S&P could raise the rating if IEP's LTV ratio falls below 45% and
S&P sees meaningful indication that IEP's leverage tolerance has
decreased.  S&P could also raise the rating if the portfolio's
liquidity, diversity, or asset credit quality increases
substantially.


INMOBILIARIA BAFCO: Hires Zayas Morazzani as Accountant
-------------------------------------------------------
Inmobiliaria Bafco, Inc. seeks authorization from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ Zayas,
Morazzani & Co. as accountant

The Debtor requires Zayas Morazzani to provide these services:

   (a) initial fact finding as to the nature, purpose and status
       of the referenced to entity;

   (b) assistance regarding the subject bankruptcy filing;

   (c) preparation or review of bankruptcy court monthly operating

       reports;

   (d) verification of proof of claims presented;

   (e) review of the Debtor's projections;

   (f) review of Debtor's operations and going concern status;

   (g) review of Plan of Reorganization or Disclosure Statement;

   (h) consideration of strategic business plan;

   (i) other assistance or support, as coordinated with Debtor's
       legal counsel and Debtor; and

   (j) communication, coordination with and assistance to Debtor's

       legal counsel and other consultants.

Zayas Morazzani will be paid at these hourly rates:

       Partner                  $125
       Manager/Supervisor       $100
       Senior                   $75
       Staff                    $60
       Support Personnel        $35

Zayas Morazzani will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Pedro Morazzani Ferrer of Zayas Morazzani 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.

Zayas Morazzani can be reached at:

       Pedro Morazzani Ferrer
       ZAYAS, MORAZZANI & CO.
       P.O. Box 366225
       San Juan, PR 00936-6225
       Tel: (787) 753-7025
       Fax: (787) 753-7038

                   About Inmobiliaria Bafco

Inmobiliaria Bafco, Inc., a single asset real estate, filed a
Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-02642) on
April 4, 2016.   Fernando Batlle, president, signed the petition.
The Debtor listed total assets of $13.4 million and total debt of
$12.05 million.  Judge Mildred Caban Flores is assigned to the
case.



INMOBILIARIA BAFCO: Seeks Court Approval to Hire ODV as Appraiser
-----------------------------------------------------------------
Inmobiliaria Bafco, Inc. seeks authorization from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ Javier
Ortiz del Valle from ODV Appraisal Group as appraiser.

The Debtor requires ODV Appraisal to emit an opinion as to the
market value of the Debtor's real estate located at Metro Office
Park, Lot 14, Guaynabo, Puerto Rico.

ODV Appraisal will be compensated $3,000 for the work to be done. A
retainer of 50% of the fee is required prior to the property
inspection. If additional services are requested, as preparation,
meetings and federal court appearances the hourly rate will be
$250.

Mr. Ortiz del Valle 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 appraiser can be reached at:

       Javier Ortiz del Valle
       ODV APPRAISAL GROUP
       Suite 266, P.O. Box 19-4000
       San Juan, PR 00919-4000
       Tel: (787) 771-5580
       Fax: (787) 771-5587

                   About Inmobiliaria Bafco

Inmobiliaria Bafco, Inc., a single asset real estate, filed a
Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-02642) on
April 4, 2016.   Fernando Batlle, president, signed the petition.
The Debtor listed total assets of $13.4 million and total debt of
$12.05 million.  Judge Mildred Caban Flores is assigned to the
case.



JACKSON SUTTER: Seeks to Hire Faranoas as Litigation Counsel
------------------------------------------------------------
Jackson Sutter, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of California to hire Charles Faranoas
its as its special litigation counsel.

Mr. Faranoas will represent the Debtor in a case filed by the
County of Riverside against the prior owner of the property, which
is the Debtor's primary asset.  The suit seeks to compel the prior
owner to comply with Riverside County Ordinances concerning land
use.

Attorneys' fees will be billed in minimum increments of one-tenth
of an hour, even though the actual time may be less.  The Debtor
has also agreed that Mr. Farano will be reimbursed for work-related
expenses, according to court filings.

The Debtor's majority equity owner, Kelly Engineer, has personally
guaranteed the payment of all of Mr. Farano's fees and work-related
costs.  

Mr. Farano has no connection with the Debtor and its creditors, and
does not hold or represent any interest adverse to the Debtor's
estate.

The Debtor can be reached through its counsel:

     Paul E. Manasian
     Law Office of Paul E. Manasian
     1310 65th Street
     Emeryville, CA 94608
     Tel: (415) 217-0203
     Fax: (415) 291-8426
     Email: manasian@mrlawsf.com

                        About Jackson Sutter

Jackson Sutter, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Cal. Case No. 16-40370) on February
11, 2016.  The Debtor is represented by Paul E. Manasian, Esq., at
the Law Office of Paul E. Manasian.


JADECO CONSTRUCTION: Hires Shafferman & Feldman as Bankr. Counsel
-----------------------------------------------------------------
Jadeco Construction Corp. asks the U.S. Bankruptcy Court for the
Eastern District of New York to employ Shafferman & Feldman LLP to
provide legal services in connection with this case.

S&F will provide these services:

      (a) providing advice to the Debtor with respect to its
          powers and duties under the Bankruptcy Code in the
          continued operation of its business and the management
          of its property;

      (b) negotiating with creditors of the Debtor, preparing a
          plan of reorganization and taking the necessary legal
          steps to consummate a plan, including, if necessary,
          negotiations with respect to financing a plan;

      (c) appearing before the various taxing authorities to work
          out a plan to pay taxes owing in installments;

      (d) preparing on the Debtor's behalf Debtor necessary
          applications, motions answers, replies, discovery
          requests, forms of orders, reports and other pleadings
          and legal documents;

      (e) appearing before this Court to protect the interests of
          the Debtor and its estate, and representing the Debtor
          in all matters pending before this Court; and

      (f) performing all other legal services for the Debtor that
          may be necessary herein.

Joel M. Shafferman, Esq., a member at S&F, assures the Court that
the firm doesn't represent any interest adverse to the Debtor
herein or his estate in the matters upon which S&F is engaged and
that S&F is disinterested persons pursuant to Section 101(14) of
the title 11 of the U.S. Code.

S&F has received a retainer from the Debtor, in the amount of
$15,000.

Mr. Shafferman will be paid $400 per hour for his services.

S&F can be reached at:
      
          Joel M. Shafferman, Esq.
          Debbie Feldman, Esq.
          Shafferman & Feldman, LLP
          137 5th Avenue, 9th Floor
          New York, New York 10010
          Tel: (212) 509-1802
          Fax: (212) 509-1831
          E-mail: joel@shafeldlaw.com
                  debbie@shafeldlaw.com

Jadeco Construction Corp. sought protection under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the Eastern
District of New York (Central Islip) (Case No. 16-71508) on April
6, 2016.  The petition was signed by Jacinto Dealmeida, president.

The Debtor is represented by Joel M. Shafferman, Esq., at the
Shafferman & Feldman LLP. The case is assigned to Judge Robert E.
Grossman.

The Debtor estimated assets of $0 to $50,000 and debts of $1
million to $10 million.


JILL HOLDINGS: S&P Affirms 'B' CCR, Outlook Stable
--------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
Quincy, Mass.-based Jill Holdings LLC.  The outlook is stable.

At the same time, S&P also affirmed its 'B' issue level rating on
the secured term loan facility.  The recovery rating is '3',
indicating S&P's expectation for meaningful recovery (lower end of
the 50% to 70% range) in the event of a payment default or
bankruptcy.

"The affirmation and outlook reflects our expectation that the
company's operating performance will remain good with positive
same-store sales and modest margin improvement, which will offset
temporarily increased leverage from the debt financed dividend to
the financial sponsor," said credit analyst Mathew Christy.  "As a
result, we expect credit measures will be at or near current levels
with debt to EBITDA in the low 5x area and funds from operations
(FFO) to debt in the low-teens area."

S&P's stable outlook reflects its expectation that credit
protection measures will remain in line with current levels over
the next 12 months.  S&P anticipates the company will continue to
effectively execute its strategy in the face of a tough sales
environment, with EBITDA growth offsetting increased debt from the
debt-financed dividend recap.

"We could lower our ratings if operating performance deteriorates
from merchandising missteps or if the company is overtake by
weakness in the retail environment, leading to substantial revenue
and margin erosion.  Under this scenario, EBITDA would decline by
more than 15% from forecasted levels, which would cause leverage to
increase to the low-6x area (assuming debt levels remained
constant).  We could also lower the ratings if weaker-than-expected
performance results in inadequate covenant headroom, leading to
less than adequate liquidity.  For this to occur, EBITDA would need
to deteriorate such that financial covenant cushion falls to less
than 15%.  Any meaningful additional leveraged distribution to the
company's financial sponsors could also have a negative impact on
the rating," S&P said.

Although unlikely in the next year, S&P could raise its ratings if
the company continues to improve margins meaningfully, and
successfully expand its top-line through new store growth and
positive same-store sales, leading to leverage that sustains below
4x.  This scenario would include S&P's view that the leverage is
supported by financial policy and the likelihood of leverage
increasing above 5x is minimal.  In that case, S&P could favorably
revise its assessment of the company's financial risk profile and
financial policy score as it related to the financial sponsor.


JPS COMPLETION: Taps Jordan Hyden as Bankruptcy Counsel
-------------------------------------------------------
JPS Completion Fluids, Inc., asks for authorization from the U.S.
Bankruptcy Court for the Western District of Texas to employ
Jordan, Hyden, Womble, Culbreth & Holzer, a Professional
Corporation as bankruptcy counsel.

Jordan Hyden will:

      -- take all necessary action to protect and preserve the
         Debtor's estate, including the prosecution of actions on
         the Debtor's behalf, the defense of any actions commenced

         against the Debtor, the negotiation of disputes in which
         the Debtor is involved, and the analysis and preparation
         of objections to claims filed against the Debtor's
         estates;

      -- prepare on behalf of the Debtor, as debtor in possession,

         all necessary motions, applications, answers, orders,
         reports, and other papers in connection with the
         administration of the Debtor's estate;

      -- take all necessary actions including drafting and
         negotiations in connection with a Chapter 11 plan and
         related disclosure statement(s) and all related
         documents, and further actions as may be required in
         connection with the administration of the Debtor's
         estate;

      -- challenge the extent, validity, or priority of liens;

      -- analyze or prosecute any Chapter 5 cause of action; and

      -- perform all other necessary legal services in connection
         with the prosecution of this Chapter 11 case.

Jordan Hyden can be reached at:

         Shelby A. Jordan          $500
         Nathaniel Peter Holzer    $450
         Antonio Ortiz             $300
         Shaun Jones               $155
         Chrystal Madden           $155

Jordan Hyden was retained on Oct. 13, 2015.  Jordan Hyden received
fee advances of $20,000 on Oct. 16, 2015; another $25,000, on Dec.
22, 2015; and $100,000 on Feb. 5, 2016.  Each fee advance was
deposited in Jordan Hyden's IOLTA account.  As of the Petition Date
Jordan holds in its trust account a total of $27,705.51.  The
filing fees for the Debtor's case will be paid out of the funds in
Jordan Hyden's trust account.

Nathaniel Peter Holzer, Esq., a shareholder of Jordan Hyden,
assures the Court that the firm is a disinterested party within the
meaning of the Bankruptcy Code, doesn't represent any interest
adverse to the Debtor, or to the Estate of the Debtor, and has no
connections of any kind or nature with the creditors or other
parties to this case, or their respective attorneys, which is
adverse to the interests of the Debtor.  

Mathis, Texas-based JPS Completion Fluids, Inc., dba JPS Super
Chokes, dba Fluids Distribution Center, filed for Chapter 11
bankruptcy protection (Bankr. W.D. Tex. Case No. 16-51110) on May
11, 2016, estimating its assets and liabilities at between $1
million and $10 million.  The petition was signed by Sergio Garza,
vice president.  Judge Craig A. Gargotta presides over the case.

Nathaniel Peter Holzer, Esq., at  Jordan, Hyden, Womble, Culbreth &
Holzer, a Professional Corporation serves as the Debtor's
bankruptcy counsel.


JULIAN CHARTER: S&P Affirms BB- Rating on 2015 Bonds, Outlook Neg
-----------------------------------------------------------------
S&P Global Ratings revised the outlook to negative from stable and
affirmed its 'BB-' long-term rating on the California Municipal
Finance Authority's series 2015A and 2015B (taxable) charter school
revenue bonds issued for Julian Charter School.

"The outlook revision reflects our opinion of Julian Charter
School's weakened operations as a result of increased expenses and
missed enrollment projections and our expectation that operations
will continue to be pressured in fiscal 2016," said S&P Global
Ratings credit analyst Debra Boyd.


KALOBIOS PHARMACEUTICALS: Delays Filing of March 31 Form 10-Q
-------------------------------------------------------------
KaloBios Pharmaceuticals, Inc., filed a Notification of Late Filing
on Form 12b-25 with respect to its quarterly report on Form 10-Q
for the period ended March 31, 2016.  The Company was unable to
file its Quarterly Report within the prescribed time period or
within the five day extension period permitted by the applicable
rules of the Securities and Exchange Commission without
unreasonable effort and expense.

As previously disclosed, on Dec. 29, 2015, the Company filed a
voluntary petition for bankruptcy protection under Chapter 11 of
the Bankruptcy Code.  The filing was made in the United States
Bankruptcy Court for the District of Delaware (Case No. 15-12628).
The Company continues to operate its business as debtor in
possession pursuant to sections 1107(a) and 1108 of the Bankruptcy
Code.

In connection with the Company's bankruptcy proceedings, the
Company has embarked on a reorganization program.  In addition, as
previously disclosed, the Company has entered into a Debtor in
Possession Credit and Security Agreement, the proceeds of which
will be used for working capital and bankruptcy-related costs, and
a Securities Purchase Agreement, in respect of bankruptcy exit
financing.  The Company has also dedicated its limited resources
to, among other things, negotiating with those parties with
interests in the bankruptcy proceedings and satisfying its
obligations with the Bankruptcy Court and those parties with
interests in the bankruptcy proceedings.  The Company's
reorganization program places enormous strain on its limited human
and financial resources.  As a result, the Company has been unable
to dedicate financial and human resources to the preparation of the
Quarterly Report and has determined that it is unable to timely
file its Quarterly Report without unreasonable effort or expense.

The Company said its financial statements for the quarterly period
ended March 31, 2016, have not been completed because a substantial
amount of time and effort of the Company's financial and accounting
staff has and continues to be dedicated to the bankruptcy
proceedings and related matters.  However, the Company expects that
its results of operations for the quarterly period ended March 31,
2016, will reflect a significant change compared with the Company's
results of operations for the corresponding period for the last
fiscal year.  During 2015, the Company's results of operations were
impacted by (i) a pause in enrollment in the Phase 2 cohort
expansion phase of its ongoing clinical study of lenzilumab in
certain hematologic malignancies, (ii) a large reduction in the
Company's workforce in connection with a plan to reduce operating
costs, and (iii) disruptions in the management and operations of
the Company resulting from the arrest of the Company's former
chairman and chief executive officer.  In addition, during the
first quarter of 2016, the Company's results of operations were
impacted by the bankruptcy proceedings and its operation as a
debtor-in-possession.

                   About KaloBios Pharmaceuticals

Based in South San Francisco, Calif., KaloBios Pharmaceuticals,
Inc., is a company biopharmaceutical company focused on the
development of monoclonal antibody therapeutics.

The Company is represented by Eric D. Schwartz of Morris, Nichols,
Arsht & Tunnell.

No trustee, examiner or committee has been appointed in this
Chapter 11 case.


KEY ENERGY: Moody's Lowers CFR to Ca, Retains Neg. Outlook
----------------------------------------------------------
Moody's Investors Service downgraded Key Energy Services, Inc.'s
Corporate Family Rating (CFR) to Ca from Caa2, Probability of
Default Rating (PDR) to Ca-PD from Caa2-PD, and senior unsecured
rating to Ca from Caa3. The SGL-4 Speculative Grade Liquidity (SGL)
Rating was affirmed. The rating outlook remains negative.

"The downgrade reflects Key Energy's rapidly depleting liquidity
and the looming risk of a debt restructuring in 2016," commented
Sajjad Alam, Moody's AVP-Analyst.

Issuer: Key Energy Services, Inc.

-- Downgraded:

-- Corporate Family Rating, Downgraded to Ca from Caa2

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

-- US$675 Million 6.75% Senior Unsecured Notes, Downgraded to Ca
    (LGD5) from Caa3 (LGD5)

Affirmed:

-- Speculative Grade Liquidity Rating, Affirmed SGL-4

-- Outlook:

-- Maintain Negative Outlook

RATINGS RATIONALE

The Ca Corporate Family Rating (CFR) reflects Key Energy's
untenable capital structure, the high likelihood of a distressed
debt exchange, and poor revenue, cash flow and equipment
utilization prospects through 2017 as the oilfield services
industry continues to grind through a deep and protracted downturn.
As of March 31, 2016, the company had about $1 billion of debt
(including Moody's $51 million adjustment for operating leases) and
it had generated negative EBITDA during the first quarter of 2016
as well as in all of 2015. Moody's believes that the company will
further deplete its cash balance as it continues to generate
negative free cash flow in 2016 and will struggle to make the $23
million coupon payment on its senior notes on September 1, 2016.
The company is assessing various transactions and strategic
alternatives to reduce debt and improve liquidity, and holding
discussions with its lenders and noteholders.

Moody's said, "Key Energy has weak liquidity which is captured in
the SGL-4 rating. While oil prices have increased from the low
levels reached during the first quarter of 2016, we expect poor
industry conditions to persist and pressure Key Energy's liquidity
through 2017. As of March 31, 2016, the company had approximately
$156 million of unrestricted cash and an estimated $26 million of
availability under its $100 million ABL revolving credit facility
($75 million borrowing base at March 31, 2016). However, the term
loan facility has a $100 minimum liquidity requirement (defined as
cash plus revolver availability) and the effective borrowing
capacity under the ABL facility was limited to about $6 million
based on non-compliance with the fixed charge covenant that gets
sprung when availability falls below $20 million."

Key Energy is also facing two event risks that could further strain
liquidity. The company's term loan lenders claim that the company
was not in compliance with the 1.5x asset coverage covenant as of
March 31, 2016 based on their independent appraised asset value.
Key Energy believes that it has cured the alleged breach by making
a $7.5 million principal repayment and posting additional
collateral that were omitted by term loan lenders. While term loan
lenders and certain ABL lenders have agreed to forbear exercising
remedies against Key Energy related to this alleged non-compliance
through June 6, 2016, there is no assurance that lenders will not
seek additional prepayments or collaterals. The company also
remains under investigation by the Securities and Exchange
Commission (SEC) for potential violation of the Foreign Corrupt
Practices Act (FCPA). The company has agreed in principle on a
proposed settlement with the SEC for which a $5 million liability
has been recorded.

Moody's said, "Key Energy's $675 million of 6.75% senior unsecured
notes due 2021 are rated Ca based on their subordinated position in
the capital structure and our estimate of recovery in a potential
default scenario. The company's $313 million remaining principal
amount outstanding under the senior secured term loan and
approximately $75 million borrowing base of the ABL revolving
credit facility have a first priority claim to Key Energy's
assets."

The negative outlook reflects Key Energy's weak liquidity, poor
operating environment and the high risks of a potential debt
restructuring. The ratings could be downgraded in the event of
payment acceleration, debt restructuring or a bankruptcy filing. An
upgrade is unlikely through 2017 barring a significant reduction in
debt supported by adequate liquidity.

The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in December 2014.

Key Energy, headquartered in Houston, Texas, is an oilfield
services company with the majority of its operations in the United
States across the major oil and gas producing regions.


LEARFIELD COMMUNICATIONS: S&P Lowers Rating on $376MM Loan to 'B'
-----------------------------------------------------------------
S&P Global Ratings lowered its issue-level rating on Learfield
Communications Holdings Inc. subsidiary Learfield Communications
Inc.'s upsized proposed $376 million first-lien term loan due 2020
to 'B' from 'B+', and revised the recovery rating on this debt to
'3' from '2'.  The downgrade reflects a higher level of first-lien
debt in the proposed capital structure and lower recovery prospects
for first-lien lenders following the company's announcement that it
plans to upsize its existing first-lien term loan by $50 million to
repay an equivalent amount of its existing second-lien term loan,
and increase its revolver facility due 2018 by $10 million to $55
million.  The '3' recovery rating on the first-lien debt reflects
S&P's expectation for meaningful (70% to 90%; upper end of the
range) recovery for lenders in the event of a simulated payment
default.

S&P affirmed its 'CCC+' issue-level rating on the company's
second-lien term loan due 2021.  The recovery rating on this debt
remains '6', reflecting S&P's expectation for negligible (0% to
10%) recovery for lenders in the event of a simulated payment
default.  The 'B' corporate credit rating on parent Learfield
Communications Holdings Inc. is unchanged.

RECOVERY ANALYSIS

Key analytical factors

   -- S&P's simulated default scenario contemplates a payment
      default in 2019, reflecting a significant decline in cash
      flow as a result of slower growth in sponsorship revenues
      due to economic weakness, the inability to cover minimum
      rights-fee guarantees on some of the company's contracts,
      and unsuccessful acquisitions.

   -- S&P assumes a reorganization following the default, using an

      emergence EBITDA multiple of 6x to value the company.

Simulated default assumptions

   -- Year of default: 2018
   -- EBITDA at emergence: $45 million
   -- EBITDA multiple: 6x

Simplified waterfall

   -- Net enterprise value (after 5% admin. costs): $257 million
      ----------------------------------------------------------
   -- Secured debt (first-lien): $423 million
     -- Recovery expectation: 50% to 70% (upper half of the range)
   -- Secured debt (second-lien): $53 million
     -- Recovery expectation: 0% to 10%

Note: All debt amounts include six months of prepetition interest

RATINGS LIST

Learfield Communications Holdings Inc.
Corporate Credit Rating                  B/Stable/--

Downgraded; Recovery Rating Revised

Learfield Communications Inc.
                                          To            From
$376 mil. first-lien term loan due 2020  
Senior Secured                           B             B+
  Recovery Rating                         3H            2L
$55 mil. revolver due 2018
Senior Secured                           B             B+
  Recovery Rating                         3H            2L

Rating Affirmed; Recovery Rating Unchanged

Learfield Communications Inc.
Senior Secured Second Lien               CCC+   
  Recovery Rating                         6


LEXI DEVELOPMENT: Asserts Ch. 11 Case Stays Foreclosure Suit
------------------------------------------------------------
Lexi Development Company, Inc., tells the Bankruptcy Court that
Lexi North Bay LLC should not be allowed to take advantage in the
disposition of the bankruptcy case by suggesting that it is
entitled to a ruling from the Court "confirming" that the automatic
stay has been lifted and "directing the abandonment of the Subject
Property," when it is through North Bay’s negligence and failure
to file the required "Certificate of Contested Matter" that a
hearing has never been set on its Stay Relief Motion.

The Troubled Company Reporter previously reported that North Bay
asked the U.S. Bankruptcy Court to confirm that the automatic stay
imposed in the Chapter 11 case is terminated and asked the Court
to
direct the Debtor to abandon the property of the estate in personam
and in rem in order for the foreclosure proceeding to be
completed.

According to North Bay, since the Court has not issued an order
continuing stay, it is entitled to protect its interest over the
Subject Property as mandated under the unequivocal and
self-executing Section 326(e)(1) of the Bankruptcy Code which
provides that, "the stay may be automatically terminated with
respect to Movant by operation of law because more than thirty
(30)
days have passed since Movant filed its Motion and because the
Court has not issued an order, upon notice and a hearing,
maintaining the stay."

The Debtor argues that North Bay is trying to mislead the Court
about the history of its case and the present status of cash
collateral use, telling the Court that the Debtor has no authority
to use cash collateral since the parties has never been able to
come into agreement on the form of agreed order on the continued
use of cash collateral.

Moreover, the Debtor avers that it is disingenuous for North Bay to
complain that the Amended Plan has not been confirmed when the
confirmability of the Second Amended Plan will only be determined
at a confirmation hearing, but prior to that time, the standard is
not whether or not the Second Amended Plan will be confirmed, but
whether Debtor can confirm “any” plan, and Debtor can do so and
will.

The Debtor also articulates that it would be a gross misuse of the
bankruptcy process for North Bay to gain a case dispositive
litigation advantage when the trial on the remaining issue in this
case -- the propriety of default interest -- is underway and will
dictate the terms of any confirmable plan.

Lexi Development Company, Inc. is represented by:

       Peter D. Russin, Esq.
       MELAND RUSSIN & BUDWICK, P.A.
       3200 Southeast Financial Center
       200 South Biscayne Boulevard
       Miami, Florida  33131
       Telephone: (305) 358-6363
       Telecopy: (305) 358-1221
       Email: prussin@melandrussin.com

            About Lexi Development

South Miami, Florida-based Lexi Development Company, Inc., owns and
is developing a 164 Unit, 19-story, mixed-use residential and
retail bay view condominium development at 1700 Kennedy Causeway,
North Bay Village, Florida, known as "The Lexi".  It filed for
Chapter 11 bankruptcy protection on June 23, 2010 (Bankr. S.D. Fla.
Case No. 10-27573).  Joshua W. Dobin, Esq., at Meland Russin &
Budwick, P.A., in Miami, Florida, serves as counsel.  In its
schedules, the Debtor disclosed $22,601,336 in total assets and
$21,558,876 in total liabilities as of the Petition Date.


LIFE TIME FITNESS: S&P Affirms 'B' CCR; Outlook Stable
------------------------------------------------------
S&P Global Ratings said that it affirmed its 'B' corporate credit
rating on Chanhassen, Minnesota-based Life Time Fitness Inc.  The
rating outlook is stable.

S&P also affirmed the 'BB-' issue-level rating on Life Time's
$1.5 billion senior secured credit facility (consisting of a $250
million revolving credit facility due 2020 and a $1.25 billion term
loan B due) with a recovery rating of '1', indicating S&P's
expectation for very high (90%-100%) recovery for lenders in the
event of a payment default.  S&P also affirmed its 'CCC+
'issue-level rating on Life Time's $450 million senior unsecured
notes, with a recovery rating of '6', indicating S&P's expectation
for negligible recovery (0%-10%) for lenders in the event of a
payment default.

The rating reflects S&P's assessment of Life Time's business risk
as fair and S&P's assessment of its financial risk as highly
leveraged.

S&P's fair business risk assessment on Life Time reflects the
competitive operating environment, low barriers to entry, and high
member attrition rates that are characteristic of the fitness club
industry.  S&P believes the company's good market position and
unique product offering, which have led to lower annual attrition
rates than those of rated peers in spite of the company's use of
month-to-month membership agreements, largely offset these risk
factors.  Annual attrition at Life Time has been in the low- to
mid-30% area since 2012, compared to the low- to mid-40% area for
rated peers.  Additionally, S&P views favorably the comparatively
high percent of revenue that Life Time generates from ancillary
services, including personal training and children's offerings, as
these services contribute to greater member loyalty and usage of
facilities over time.

"Our highly leveraged financial risk assessment reflects our
expectation that lease-adjusted debt to EBITDA will be in the
mid-6x area and funds from operations (FFO) to debt will be in the
high-single digit area through 2017.  We also expect EBITDA
coverage of interest expense will be good, in the mid-2x area,
through 2017, partly offsetting high anticipated leverage.  We do
not anticipate significant deleveraging, as our assessment reflects
our expectation that the company will need to continue
sale-leaseback transactions in order to finance a high level of
capital expenditures through 2017.  We have also incorporated the
higher fixed-cost base from higher rents due to anticipated
sale-leaseback transactions and future club openings, which we
believe could increase operating volatility over the long-term.
However, we believe that even considering future sale-leaseback
transactions, the owned club portfolio (about 45% of total clubs)
gives Life Time better financial flexibility than that of its rated
peers," S&P said.

"The stable outlook reflects our expectation that moderate consumer
spending growth will support good same-store operating performance
and incremental EBITDA from newly opened clubs," said S&P Global
Ratings credit analyst Justin Gerstley.

S&P believes this will offset incremental debt from future
anticipated sale-leaseback transactions the company plans to incur
to finance heavy capital expenditures without raising leverage
significantly.  S&P projects adjusted debt to EBITDA will be in the
mid-6x area and EBITDA coverage of interest will remain around 2.5x
through 2017.


LIFEPOINT HEALTH: Fitch Assigns BB Rating on $400MM Sr. Notes
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB/RR4' rating to LifePoint Health,
Inc.'s $400 million senior notes maturing in 2024.  The proceeds
will be used to refinance the 6.625% senior notes due 2020.  The
Rating Outlook is Stable.  The ratings apply to approximately
$2.8 billion of debt at March 31, 2016.

                        KEY RATING DRIVERS

Relatively Low Leverage: At 3.8x total debt/EBITDA at March 31,
2016, LifePoint's leverage is amongst the lowest in the for-profit
hospital industry, commensurate with the decent financial
flexibility required for the 'BB' rating.  The strength of the
balance sheet provides the company with flexibility to pursue a
growth-through-acquisition strategy; Fitch believes the company
could increase debt to fund larger hospital purchases as it grows
in size.

Acquisitions Driving Better Results: LifePoint Health, Inc.
(LifePoint) remains primarily a rural market operator, but the
company has recently been deploying capital to buy hospitals in
faster-growing markets, as well as making acquisitions to build out
the network of facilities in certain of its existing markets. This
strategy has contributed to improving trends in patient volumes and
pricing, although operating margins have compressed as the company
integrates less profitable acquisitions.

Improved Mix Lessens Headwinds: LifePoint's legacy hospital
portfolio exposed the company to certain operating challenges.
These included high volumes of uninsured patients, sensitivity to
trends in low acuity conditions like the seasonal flu, declining
levels of short-stay admissions and a greater macroeconomic
sensitivity of patient demand.  Fitch Ratings believes the
company's improved geographic mix will drive better organic
operating trends as an increasing number of the recent acquisitions
are rolled into same-store results.

Strategy Not Without Challenges: The rapid pace of M&A does
represent some challenges.  Integrating the newly acquired
hospitals is a headwind to profitability since the company's
typical target is a not-for-profit community hospital that operates
with margins much below the legacy LifePoint group of hospitals.
Furthermore, as with any inorganic growth strategy, there is some
amount of integration risk involved.

Affordable Care Act Also Supporting Operations: LifePoint operates
in markets that have historically had high exposure to uninsured
patients, contributing to a significant financial headwind from
uncompensated care.  Only 10 of the 21 states in which LifePoint
operates hospitals have so far opted to expand Medicaid programs,
but the company has experienced a very marked decline in volumes of
self-pay patients that appears to be durable; same-hospital
self-pay admissions dropped 42% in the fourth quarter of 2014, and
11.1% in the fourth quarter of 2015.

                           KEY ASSUMPTIONS

   -- Fitch expects LifePoint to realize low single-digit organic
      topline growth through the forecast period.  This
      incorporates an assumption that both patient volumes and
      pricing will show some pull back from the strong results of
      the past couple of quarters.  Secular headwinds to growth in

      the hospital sector remain intact, comparisons became more
      difficult in the second half of 2015, and the tailwind from
      the ACA health insurance expansion is tapering.

   -- Fitch forecasts EBITDA of $824 million for LifePoint in
      2016, including the contribution of recent acquisitions and
      year end leverage of 3.3x assuming a constant debt balance.

   -- Fitch expects LifePoint's operating EBITDA margin to
      contract by about 140 bps in 2016 versus the 2015 level.  
      The drop in profitability is related to some negative
      operating leverage as recently strong volume growth recedes,

      as well as to the integration of less profitable acquired
      hospitals.

   -- Capital expenditures are forecasted at $400 million in 2016;

      higher capital expenditures are related to capital
      commitments at recently acquired hospitals.  In some cases,
      this is project-related spending, which will support future
      EBITDA growth.

   -- FCF margin (CFO less capital expenditures and dividends)
      above 2% and absolute level of annual FCF at least
      $150 million throughout 2018 despite higher capital
      expenditures.

   -- The company deploys cash for both acquisitions and share
      repurchases; total debt is maintained at a level where
      leverage is consistently below 4.0x.

                       RATING SENSITIVITIES

A downgrade could result from gross debt/EBITDA being maintained
above 4.0x and a FCF margin sustained below 2%.  The most likely
driver of a negative rating action is debt funding of capital
deployment, including acquisitions and share repurchases, leading
to leverage sustained above 4.0x.  In addition, difficulty in the
integration of recent acquisitions and the timing and level of
funding of capital projects in new markets could weigh on FCF and
the credit profile.

An upgrade to 'BB+' would be supported by the company operating
with leverage below 3.0x.  Fitch does not believe LifePoint
currently has a financial incentive to operate with leverage at
such a low level, and it is inconsistent with the company's
recently more aggressive stance toward capital deployment for M&A
and share repurchases.

                           LIQUIDITY

LifePoint's liquidity profile is supportive of the 'BB' rating.  At
March 31, 2016, LifePoint's liquidity included $187 million of cash
on hand, $328 million of available capacity on its bank facility
revolving loan and LTM FCF of $250 million.

LifePoint's LTM EBITDA to interest paid was solid for the 'BB'
rating category at 7.0x and the company has ample operating cushion
under its bank facility financial maintenance covenants, which
require debt to be maintained below 4.5x EBITDA.  Debt maturities
are manageable.  The next large maturity is the $628 million of
term loans, which have a final maturity in July 2017.

FULL LIST OF RATING ACTIONS

Fitch currently rates LifePoint as:

   -- Issuer Default Rating 'BB';
   -- Secured bank facility 'BB+/RR1';
   -- Senior unsecured notes 'BB/RR4'.

The Rating Outlook is Stable.


LINNCO LLC: Gets Delisting Notice from NASDAQ
---------------------------------------------
On May 11, 2016, Linn Energy, LLC, LinnCo, LLC, an affiliate of
LINN Energy, certain of LINN Energy's direct and indirect
subsidiaries, and Berry Petroleum Company, LLC filed voluntary
petitions for reorganization under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Southern District of Texas under the caption In re Linn Energy,
LLC., et al., Case No. 16-60040.

On May 13, 2016, the Company received a letter from the Listing
Qualifications Department of The NASDAQ Stock Market LLC stating
that the Staff had determined the Company's common shares
representing limited liability company interests will be delisted
from NASDAQ.  The decision was reached by the Staff under NASDAQ
Listing Rules 5101, 5110(b) and IM-5101-1 as a result of the
Company's announcement that the Company filed the Bankruptcy
Petitions, the associated public interest concerns raised by the
Bankruptcy Petitions, concerns regarding the residual equity
interest of the existing listed securities holders and concerns
about the Company's ability to sustain compliance with all
requirements for continued listing on NASDAQ.  The Staff's notice
to the Company also stated that, on April 22, 2016, the Staff
notified the Company that the bid price of the Company's common
shares had closed below $1.00 per common share for 30 consecutive
trading days, and accordingly, it did not comply with Listing Rule
5450(a)(1), which served as an additional basis for the delisting
determination.

The letter further indicates that, unless the Company requests an
appeal, trading of the Company's common shares will be suspended at
the opening of business on May 23, 2016, and a Form 25-NSE will be
filed with the Securities and Exchange Commission, which will
remove the Company's common shares from listing and registration on
NASDAQ.

The Company does not intend to appeal NASDAQ's determination.  If
the Company does not appeal the Staff's determination, the Company
expects that its common shares will be eligible to be quoted on the
OTC Pink operated by the OTC Markets Group Inc.  To be quoted on
the OTC Pink, a market maker must sponsor the security and comply
with SEC Rule 15c2-11 before it can initiate a quote in a specific
security.  The OTC Pink is a significantly more limited market than
NASDAQ, and the quotation of the Company's common shares on the OTC
Pink may result in a less liquid market available for existing and
potential unitholders to trade common shares and could further
depress the trading price of the Company's common shares.  There
can be no assurance that any public market for the Company's common
shares will exist in the future or that the Company or its
successor will be able to relist its common shares on a national
securities exchange.

                         About LinnCo LLC

Houston-based LinnCo, LLC is a Delaware limited liability company
whose initial sole purpose was to own units representing limited
liability company interests in its affiliate, Linn Energy LLC (LINN
Energy).  LINN Energy is an independent oil and natural gas company
that trades on the NASDAQ Global Select Market (NASDAQ) under the
symbol "LINE."

KPMG LLP, in Houston, Texas, issued a "going concern" qualification
in its report on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company had income taxes
payable of approximately $30 million and cash of approximately $11
million.  The Company's only significant asset is its interest in
LINN Energy units and the Company's cash flow, which was
historically used to pay dividends to the Company's shareholders,
is completely dependent upon the ability of LINN Energy to make
distributions to its unitholders.  In October 2015, LINN Energy
suspended the payment of its distribution.  Accordingly, the
uncertainty associated with the Company's ability to meet its
obligations as they become due raises substantial doubt about its
ability to continue as a going concern, the auditors noted.

As of March 31, 2016, Linnco had $18.3 million in total assets,
$23.95 million in total liabilities, all current, and a
shareholders' deficit of $5.67 million.


LITTLE KENTUCKY: Case Summary & 2 Unsecured Creditors
-----------------------------------------------------
Debtor: The Little Kentucky Elk, LLC
        P.O. Box 1052
        Catlettsburg, KY 41129

Case No.: 16-30251

Chapter 11 Petition Date: May 18, 2016

Court: United States Bankruptcy Court
       Southern District of West Virginia (Huntington)

Judge: Hon. Frank W. Volk

Debtor's Counsel: S Taylor Hood, Esq.
                  OFFUTT NORD BURCHETT PLLC
                  949 third Avenue, Suite 300
                  PO Box 2868
                  Huntington, WV 25728
                  Tel: 304 529 2868
                  Email: sthood@onblaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Dennis Johnson, president.

A list of the Debtor's two largest unsecured creditors is available
for free at http://bankrupt.com/misc/wvsb16-30251.pdf


MARINA BIOTECH: Posts $414,000 Net Income for First Quarter
-----------------------------------------------------------
Marina Biotech, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
applicable to common stockholders of $414,000 on $0 of license and
other revenue for the three months ended March 31, 2016, compared
to net income applicable to common stockholders of $1.06 million on
$250,000 of license and other revenue for the same period in 2015.

As of March 31, 2016, Marina had $7.17 million in total assets,
$5.69 million in total liabilities and $1.48 million in total
stockholders' equity.


"At March 31, 2016, we had an accumulated deficit of approximately
$333.4 million, $107.7 million of which has been accumulated since
we focused on RNA therapeutics in June 2008.  To the extent that
sufficient funding is available, we will continue to incur
operating losses as we execute our plan to raise additional funds,
complete the Turing Transaction, and investigate either acquiring
other technology or selling our existing assets or technology.  In
addition, we have had and will continue to have negative cash flows
from operations.  We have funded our losses primarily through the
sale of common and preferred stock and warrants, revenue provided
from our license agreements and, to a lesser extent, equipment
financing facilities and secured loans.  In 2015 and 2016, we
funded operations with a combination of the issuance of preferred
stock and license-related revenues.  At March 31, 2016, we had
negative working capital of $2.4 million and $0.3 million in cash.
Our limited operating activities consume the majority of our cash
resources."

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

                      https://is.gd/XQmc9z

                      About Marina Biotech

Marina Biotech, Inc., headquartered in Bothell, Washington, is a
biotechnology company focused on the discovery, development and
commercialization of nucleic acid-based therapies utilizing gene
silencing approaches such as RNA interference ("RNAi") and
blocking messenger RNA ("mRNA") translation.  The Company's goal
is to improve human health through the development, either through
its own efforts or those of its collaboration partners and
licensees, of these nucleic acid-based therapeutics as well as the
delivery technologies that together provide superior treatment
options for patients.  The Company has multiple proprietary
technologies integrated into a broad nucleic acid-based drug
discovery platform, with the capability to deliver novel nucleic
acid-based therapeutics via systemic, local and oral
administration to target a wide range of human diseases, based on
the unique characteristics of the cells and organs involved in
each disease.

On June 1, 2012, the Company announced that, due to its financial
condition, it had implemented a furlough of approximately 90% of
its employees and ceased substantially all day-to-day operations.
Since that time substantially all of the furloughed employees have
been terminated.  As of Sept. 30, 2012, the Company had
approximately 11 remaining employees, including all of its
executive officers, all of whom are either furloughed or working
on reduced salary.  As a result, since June 1, 2012, its internal
research and development efforts have been minimal, pending
receipt of adequate funding.

Marina Biotech reported a net loss of $6.47 million on $500,000 of
license and other revenue for the year ended Dec. 31, 2014,
compared to a net loss of $1.57 million on $2.11 million of license
and other revenue in 2013.


Wolf & Company, P.C., in Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing the Company has suffered
recurring losses from operations, has a significant accumulated
deficit and has been unable to raise sufficient capital to fund its
operations through the end of 2015.  This raises substantial doubt
about the Company's ability to continue as a going concern, the
auditors noted.


MCCORKLE CONCRETE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: McCorkle Concrete, Inc.
        11301 Reames Road
        Charlotte, NC 28269

Case No.: 16-30820

Chapter 11 Petition Date: May 18, 2016

Court: United States Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: Hon. Craig J. Whitley

Debtor's Counsel: James H. Henderson, Esq.
                  JAMES H. HENDERSON, P.C.
                  1201 Harding Place
                  Charlotte, NC 28204-2248
                  Tel: 704.333.3444
                  Fax: 704.333.5003
                  E-mail: henderson@title11.com

Total Assets: $1.15 million

Total Liabilities: $3.40 million

The petition was signed by Eric S. McCorkle, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ncwb16-30820.pdf


MCDERMOTT INTERNATIONAL: S&P Raises Rating on $500MM Notes to 'BB'
------------------------------------------------------------------
S&P Global Ratings raised its issue-level rating on McDermott
International Inc.'s $500 million second-lien notes due 2021 to
'BB' from 'BB-'.  S&P also revised its recovery rating on the notes
to '1' from '2'.  The '1' recovery rating indicates S&P's
expectation for very high (90%-100%) recovery in the event of a
payment default.

At the same time, S&P affirmed its 'BB' issue-level ratings on
McDermott's $450 million senior secured letters of credit (LOC)
facility and $300 million first-lien term loan ($220 million
outstanding).  The '1' recovery ratings remain unchanged,
indicating S&P's expectation for very high (90%-100%) recovery in
the event of a payment default.

All of S&P's other ratings on the company remain unchanged.

In the last week, McDermott entered into an amendment to its credit
agreement and prepaid $75 million of principal on its term loan due
2019, reducing the claims ahead of the second-lien notes in the
event of a payment default.  The amendment increased the applicable
margin on the term loan by 3% per annum and requires that the
company use the net cash proceeds from any sale (including sale
leaseback) of the Derrick Lay Vessel (DLV) 2000 as a mandatory
prepayment on the term loan.

                         RECOVERY ANALYSIS

Key analytical factors

S&P's simulated default scenario contemplates a payment default in
2020 due to insufficient cash flow to cover the company's fixed
charges, including interest expense, required amortization, and
minimum maintenance capital expenditures.  S&P believes that the
company's EBITDA at emergence will modestly improve after
reorganization, based on S&P's view that the company has the
ability to reject unprofitable contracts in bankruptcy.  S&P used
an enterprise valuation approach to estimate the company's value at
default.

Other assumptions of our simulated default scenario include:

The LOC facility will be approximately 80% utilized at default and,
of that 80%, one-quarter will be drawn with the balance remaining
undrawn; and

An increase in LIBOR to 350 basis points (bps) and an increase in
borrowing costs of 125 bps due to credit deterioration and covenant
violations.

Simulated default assumptions
  Simulated year of default: 2020
  EBITDA at emergence: $170 million
  EBITDA multiple: 5x

Simplified waterfall
  Net enterprise value (after 5% admin. costs): $808 million
  Valuation split in (obligors/nonobligors): 90%/10%
  Priority claims: $4 million
  Collateral value available to secured creditors: $775 million
  Secured first-lien debt: $330 million
  -- Recovery expectations: 90%-100%
  Secured second-lien debt: $512 million
  -- Recovery expectations: 90%-100%

Note: All debt amounts include six months of prepetition interest.
Collateral value equals asset pledge from obligors after priority
claims plus equity pledge from nonobligors after non-obligor debt.

RATINGS LIST

McDermott International Inc.
Corporate Credit Rating                  B+/Stable/--

Upgraded; Recovery Rating Revised
                                          To                 From
McDermott International Inc.
$500M 2nd-Ln Notes Due 2021              BB                 BB-
  Recovery Rating                         1                  2L

Rating Affirmed

McDermott International Inc.
$450M Sr Secd LOC facility               BB
  Recovery Rating                         1
$300M First-Lien Term Loan               BB
  Recovery Rating                         1


MEDICAL INVESTORS: Hires Goldman Associates as Appraiser
--------------------------------------------------------
Medical Investors, LLC, seeks permission from the U.S. Bankruptcy
Court for the Southern District of West Virginia to employ Goldman
Associates, Inc., as an appraiser of real property located in
Putnam County, West Virginia.

The professional services to be rendered include all acts necessary
to complete an appraisal of the real property owned by the Debtor.
The estimate cost is $2,000.

The Debtor assures the Court that the Appraiser is a disinterested
entity within the meaning of Bankruptcy Code Section 101, and the
realtor represents no interest adverse to the estate.

The Appraiser can be reached at:

      Jay Goldman, Esq.
      Todd Goldma, Esq.
      Nancy Dollison, Esq.
      Marc Roberts, Esq.
      Carrie Sloan-Meyer, Esq.
      Goldman Associates, Inc.
      P.O. Box 271
      Charleston, WV 25321
      Tel: (304) 343-5695
           (800) 598-6112
      Fax: (304) 343-5694
      E-mail: jgoldman@goldmanassociates.org
              tgoldman@goldmanassociates.org
              ndollison@goldmanassociates.org
              mroberts@goldmanassociates.org
              cmeyer@goldmanassociates.org

Hurricane, West Virginia-based Medical Investors, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. W. Va. Case No.
16-30223) on May 5, 2016, estimating its assets at between $1
million and $10 million and its liabilities at between $500,000 and
$1 million.  The petition was signed by Darrin VanScoy, managing
member.  Judge Frank W. Volk presides over the case.

Joseph W. Caldwell, Esq., Caldwell & Riffee serves as the Debtor's
bankruptcy counsel.


MEDICAL INVESTORS: Taps Caldwell & Riffee as Bankruptcy Counsel
---------------------------------------------------------------
Medical Investors, LLC, seeks authorization from the U.S.
Bankruptcy Court for the Southern District of West Virginia to
employ Joseph W. Caldwell and Caldwell & Riffee and Elizabeth G.
Kavitz as counsel.

The Firm will:

      A. file schedules and statements, and provide information
         to the Court and creditors regarding assets,
         liabilities and business affairs of the Debtor;

      B. file all necessary applications, motions and other
         pleadings regarding matters to be submitted to the Court
         for which approval is required by the Court;

      C. advise management of the Debtor regarding their rights,
         powers and duties of the Debtor, as a debtor-in-
         possession under the Bankruptcy Code;

      D. assist management of the Debtor in preparation of a
         proposed motion for the sale of real property, free and
         clear of liens with liens to attach to the proceeds; and

      E. provide general, commercial representation as is
         necessary in the ordinary course of the business of the
         Debtor.

The Debtor has agreed to compensate counsel, subject to the
necessary applications and approval by this Court by payment to
Joseph W. Caldwell, Esq., as lead counsel, on an hourly basis at
the rate of $290 per hour and Elizabeth G. Kavitz, Esq., at the
hourly rate of $210 per hour.

Mr. Caldwell, a member of the law firm of Caldwell & Riffee,
assures the Court that the firm doesn't hold or represent any
interest adverse to the estates of the Debtor, its creditors, or
any other parties-interests under the Bankruptcy Code.

Hurricane, West Virginia-based Medical Investors, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. W. Va. Case No.
16-30223) on May 5, 2016, estimating its assets at between $1
million and $10 million and its liabilities at between $500,000 and
$1 million.  The petition was signed by Darrin VanScoy, managing
member.  Judge Frank W. Volk presides over the case.  Joseph W.
Caldwell, Esq., Caldwell & Riffee serves as the Debtor's bankruptcy
counsel.


MEMORIAL RESOURCE: S&P Puts 'B' CCR on CreditWatch Positive
-----------------------------------------------------------
S&P Global Ratings placed its ratings, including its 'B' corporate
credit rating, on Houston-based exploration and production (E&P)
company Memorial Resource Development Corp. on CreditWatch with
positive implications.

S&P expects to resolve the CreditWatch around the time of the
acquisition's closing, which the companies expect to occur by the
fourth quarter of 2016.

"The CreditWatch placement of the ratings on MRD reflects the
likelihood for an upgrade following the close of its acquisition in
an all-stock transaction by higher-rated E&P company Range
Resources," said Standard & Poor's credit analyst Christine Besset.


While the completion of the transaction is still subject to the
approval of the respective companies' shareholders, regulatory
approvals and customary closing conditions, the boards of directors
of both companies have unanimously approved the terms of the
agreement, and have recommended that both shareholder groups
approve the transaction.  S&P expects that MRD's debt will be fully
assumed by Range Resources upon completion of the transaction.

The resolution of the CreditWatch placement will depend on the
successful closing of the transaction as contemplated.  The rating
will depend on S&P's analysis of the combined entity, including its
financial and operating strategies and pro forma credit measures.

S&P expects to resolve the CreditWatch listing around the close of
the acquisition, which the companies expect to occur by the fourth
quarter of 2016.


MICHAEL KING: US Trustee Directed to Appoint Ch. 11 Trustee
-----------------------------------------------------------
Judge Randall L. Dunn of the U.S. Bankruptcy Court for the District
of Oregon, directed the United States Trustee to appoint a Chapter
11 Trustee.

The United States Trustee had previously filed a Motion seeking the
Dismissal of The Michael King Smith Foundation's Chapter 11 Case,
or in the alternative, the appointment of a Chapter 11 Trustee.

Objections to the United States Trustee's Motion were filed by
Evergreen Aviation and Space Museum and the Captain Michel King
Smith Education Institute ("Museum"), GemCamp Lending I, LLC, and
the Debtor.

The Museum contended that dismissal is not in the best interests of
the Estate, its creditors, the Debtor and its purported
beneficiary, the Museum.  It further contended that a
reorganization or organized liquidation under the Court's
supervision is possible, based on the surplus nature of the case.
"Regardless of who requests dismissal or why, this is a unique case
with unusual circumstances.  The structure of the Bankruptcy Code,
coupled with the oversight of this Bankruptcy Court and the UST, is
essential in this particular Debtor's case – to ensure that all
of its creditors and interested parties are treated equitably, with
the transparency and due process that the bankruptcy system
provides," the Museum averred.

GemCap Lending told the Court that the United States Trustee's
Motion should be denied without prejudice to the United States
Trustee's right to refile it at a later time if, after being given
a reasonable opportunity, the Debtor is unable to fully satisfy its
debts through a sale of its assets or to confirm a plan.  GemCap
Lending further told the Court that no cause exists or can be shown
to support the granting of the relief being sought by the United
States Trustee at the early stage of the case.  It argues that the
harsh remedy sought by the United States Trustee is out of
proportion for a Debtor whose only transgressions to date are
having less than a desirable amount of cash readily available to it
and deficiencies in case filings that have been corrected or can be
cured through amended case filings.

The Debtor joined in the Response filed by GemCap Lending and
agreed that the relief sought by the United States Trustee is
unusually harsh, and is disproportionate to the conduct complained
of by the United States Trustee.  The Debtor believed that mos, if
not all of the deficiencies complained of have been remedied, or
are capable of being remedied immediately.  The Debtor averred that
there are sufficient assets to repay all of the estate's creditors
in full while simultaneously pursuing its stated mission.

Evergreen Aviation and Space Museum and the Captain Michael King
Smith Education Institute are represented by:

          Justin D. Leonard, Esq.
          LEONARD LAW GROUP LLC
          111 SW Columbia, Ste. 1100
          Portland, OR 97201
          Telephone: (971)634-0192
          Facsimile: (971)634-0250
          E-mail: jleonard@LLG-LLC.com

GemCap Lending I, LLC, is represented by:

          David A. Foraker, Esq.
          GREENE & MARKLEY, P.C.
          1515 SW Fifth Avenue, Suite 600
          Portland, OR 97201
          Telephone: (503)295-2668
          Facsimile: (503)224-8434
          E-mail: david.foraker@greenemarkley.com

                 - and -

          Robert A. Boghosian, Esq.
          COHEN TAUBER SPIEVACK & WAGNER P.C.
          420 Lexington Avenue, Suite 2400
          New York, NY 10170
          Telephone: (212)586-5800
          Facsimile: (212)586-5095
          E-mail: rboghosian@ctswlaw.com

The Michael King Smith Foundation is represented by:

          Nicholas J. Henderson, Esq.
          MOTSCHENBACHER & BLATTNER, LLP
          117 SW Taylor St., Suite 300
          Portland, OR 97204
          Telephone: (503)417-0508
          Facsimile: (503)417-0528
          E-mail: nhenderson@portlaw.com

             About The Michael King Smith Foundation

The Michael King Smith Foundation filed a Chapter 11 bankruptcy
petition (Bankr. D. Ore. Case No. 16-30233) on Jan. 26, 2016.  The
petition was signed by Lisa Anderson as trustee.  The Debtor
estimated assets in the range of $100 million to $500 million and
liabilities of $1 million to $10 million.  Motschenbacher &
Blattner, LLP serves as the Debtor's counsel.  Judge Randall L.
Dunn is assigned to the case.

The Debtor is a tax exempt business trust that was established on
Nov. 15, 2006.  The Debtor owns real and personal property located
in McMinnville, Oregon.  The Debtor's assets include the real
property and improvements that comprise a portion of the Evergreen
Aviation and Space Museum located in McMinnville, Oregon.  The
Debtor's assets are primarily leased or on loan to the Evergreen
Aviation and Space Museum.


MOBIVITY HOLDINGS: Incurs $1.28 Million Net Loss in First Quarter
-----------------------------------------------------------------
Mobivity Holdings Corp. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.28 million on $1.84 million of revenues for the three months
ended March 31, 2016, compared to a net loss of $1.72 million on
$940,172 of revenues for the same period in 2015.

As of March 31, 2016, Mobivity had $8.57 million in total assets,
$2.03 million in total liabilities and $6.54 million in total
stockholders' equity.

As of March 31, 2016, the Company had current assets of $3,033,199,
including $2,053,013 in cash, and current liabilities of
$1,715,952, resulting in working capital of $1,317,247.

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

                        https://is.gd/auDtsx

                      About Mobivity Holdings

Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008.  On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger.  Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company.  In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on
Aug. 23, 2012.

Mobivity reported a net loss of $6.13 million on $4.61 million of
revenues for the year ended Dec. 31, 2015, compared to a net loss
of $10.44 million on $4 million of revenues for the year ended Dec.
31, 2014.


MOUSSIE PROCESSING: Case Summary & 2 Unsecured Creditors
--------------------------------------------------------
Debtor: Moussie Processing LLC
        Box 15992 US 23 South
        Catlettsburg, KY 41129

Case No.: 16-30248

Chapter 11 Petition Date: May 18, 2016

Court: United States Bankruptcy Court
       Southern District of West Virginia (Huntington)

Judge: Hon. Frank W. Volk

Debtor's Counsel: S Taylor Hood, Esq.
                  OFFUTT NORD BURCHETT PLLC
                  949 third Avenue, Suite 300
                  PO Box 2868
                  Huntington, WV 25728
                  Tel: 304 529 2868
                  E-mail: sthood@onblaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $0 to $50,000

The petition was signed by Dennis Johnson, president.

A list of the Debtor's two largest unsecured creditors is available
for free at http://bankrupt.com/misc/wvsb16-30248.pdf


MPH ACQUISITION: S&P Affirms 'B+' CCR, Off CreditWatch Negative
---------------------------------------------------------------
S&P Global Ratings said that it has affirmed its 'B+' long-term
corporate credit rating on MultiPlan Inc. and MPH Acquisition
Holdings LLC (collectively, Multiplan) and removed them from
CreditWatch Negative, where S&P placed them on May 6, 2016,
following the announced acquisition by Hellman & Friedman.  The
outlook is stable.

S&P has also assigned its 'B+' debt rating with a '3' recovery
rating, indicating S&P's expectation for meaningful (50%-70%)
recovery of principal in the event of a default, to the company's
proposed senior secured facilities consisting of a $3.27 billion
term loan due 2023 and a $100 million revolver (undrawn at close)
due 2021.  S&P has also assigned its 'B-' debt rating with a '6'
recovery rating, indicating S&P's expectation for negligible
(0%-10%) recovery of principal in the event of a default, to the
proposed $1.3 billion unsecured notes due 2024.

"The rating affirmation reflect our belief that, although the
proposed recapitalization under Hellman & Friedman results in
weaker credit-protection measures, Multiplan's sustained
competitive position and strong earnings and cash-flow generating
capabilities will enable it to carry this increased debt load and
delever modestly during the next year," said S&P Global Ratings
credit analyst Julie Herman.

S&P had upgraded Multiplan in April 2016 based on favorable
business and financial considerations following another year of
outperformance.  At the time, S&P was not anticipating a new owner
given that existing owners Partners and Starr originally invested
in the company only two years ago in March 2014.  However, given
the sponsor's aggressive policies and with leverage reaching as low
as 4.1x, S&P's upgrade action took into account that there would
likely be some form of releveraging up to 6.0x-6.5x, likely through
a dividend recapitalization.  Although the recapitalization under
new owner Hellman & Friedman results in leverage of 7x as of the 12
months ended March 31, 2016, pro forma for the new capital
structure (slightly worse than S&P's expectations), S&P views this
as the high watermark and expect the company to quickly delever
below 6.5x over the next two-to-three quarters through earnings
growth and voluntary debt pay-down.

S&P views Multiplan's liquidity as adequate based on S&P's
expectation that sources will exceed uses by at least 1.2x during
the next 12 months.

"The stable outlook reflects our expectation that MultiPlan will
maintain its leading market positon in the health care
cost-containment industry as shown by continued growth in earnings
and cash flow with revenue growth in the high-single digits and
sustained well above-average margins," Ms. Herman continued.  "This
should enable the company to demonstrate a delivering trend, with
leverage between 6x and 6.5x by year-end 2016 and between 5x and 6x
by year-end 2017.  We expect its FFO-to-debt ratio to remain above
8% and EBITDA coverage to stay above 2.5x."

S&P could consider a downgrade in the next 12 months if the company
does not delever to the 6.0x-6.5x range by year-end 2016, which
could occur through performance deterioration and/or if management
takes a more-aggressive approach to financial policy than S&P
anticipates.  S&P would also consider lowering the rating if
MultiPlan's business profile deteriorates and becomes weak as shown
by declining revenues and margins and loss of key contracts.

"We view an upgrade as unlikely due to the financial sponsor
ownership and our view that the company will not sustain leverage
below 5x," Ms. Herman added.


MUSCLEPHARM CORP: Closes Sale of BioZone Laboratories for $8.3M
---------------------------------------------------------------
MusclePharm Corporation announced that it has closed the sale of
wholly-owned subsidiary, BioZone Laboratories, Inc., for $8.3
million, and a potential earn-out of $1.5 million if certain
financial targets are met, subject to certain post-closing working
capital and other adjustments.  The transaction enables MusclePharm
to continue to strengthen the financial position of the company.

"After a thorough and deliberate process, we've concluded the sale
of BioZone.  We believe that this transaction will maximize
shareholder value by allowing us to continue to grow strategically
and address current debt," commented Interim Chief Executive
Officer, Interim President, and Chairman of the Board of Directors,
Ryan Drexler.

BioZone will continue to be a strategic partner with MusclePharm
through a manufacturing and supply agreement.  The sale of BioZone
has been a part of the ongoing restructuring plan that continues to
allow MusclePharm to improve the health of the business.

                        About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances.  MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe.  MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.

MusclePharm Corporation reported a net loss of $13.8 million in
2014, a net loss of $17.7 million in 2013 and a net loss of $19
million in 2012.

As of March 31, 2016, MusclePharm had $61.2 million in total
assets, $73.1 million in total liabilities and a total
stockholders' deficit of $11.9 million.


NEWBURY COMMON: Hires Diserio Martin as Real Estate Counsel
-----------------------------------------------------------
Newbury Common Associates, LLC and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Diserio Martin O'Connor & Castiglioni LLP as
special real estate counsel nunc pro tunc to May 12, 2016.

The Debtors require Diserio:

     a. negotiate mechanics' and other similar liens on the
Residence Inn Property, on behalf of Seaboard Hotel LTS, as well as
generally overseeing the process of construction of the property,
and

     b. advise the Property Debtors with respect to the nuances and
local practices of Connecticut real estate matters in connection
with the sale of their properties.

Diserio will be paid at these hourly rates:

        Attorneys                $275-$600
        Paraprofessionals        $125

The current hourly rate of the primary attorney assigned to the
Debtors case is $550.

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

Charles J. Spiess, partner in the law firm of Diserio Martin
O'Connor & Castiglione 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.

Diserio can be reached at:

       Charles J. Spiess, Esq.
       Diserio Martin O'Connor & Castiglioni LLP
       One Atlantic Street
       Stamford, CT 06901
       Telephone: (203)569-1104
       Facsimile: (203)348-2321
       E-mail: cspiess@dmoc.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.


NGPL PIPECO: S&P Raises ICR to 'B+', Off CreditWatch Positive
-------------------------------------------------------------
S&P Global Ratings said it raised its issuer credit rating on NGPL
PipeCo LLC to 'B+' from 'B-', and removed it from CreditWatch,
where S&P placed it with positive implications on April 27, 2016.
The outlook is positive.  In addition, S&P raised its ratings on
its senior secured obligations to 'BB-' from 'B-'.  The recovery
rating on the senior secured obligations has improved to '2' (70%
to 90%; lower half of the range) from '3'.  The standalone credit
profile is 'b'.

The upgrade stems from several factors.  First, S&P had previously
lowered the rating by one notch based on its assessed weak
liquidity profile.  This had persistently dogged NGPL during the
past two years, and significantly limited the issuer's financial
flexibility.  After the paydown of most of the term loan balance
and the outstanding amounts on the revolving credit facility, S&P
now assess liquidity as adequate, and there is no longer any impact
on the rating.  Additionally, based on the recent show of
commitment by Kinder Morgan Inc. and Brookfield Infrastructure
Partners, S&P assess this issuer as having moderately strategic
importance.  This indicates S&P's opinion that if financial
difficulty occurs, its parent would likely bail out NGPL, and the
company is not likely to be sold in the near future; the moderately
strategic descriptor provides one notch of uplift. Although S&P
expects financial measures to somewhat improve in light of the
recent capital infusion, S&P still expects the financial risk
profile to remain in the highly leveraged category in the near
term.

The positive outlook stems from S&P's expectation that either the
financial risk profile or business risk profile could improve
during the next one and one-half years.  The equity infusion in
2016 could be followed by further attempts to deleverage, in S&P's
opinion.  Additionally, S&P notes that during the past year, NGPL
has lengthened some contracts with key counterparties in the gas
distribution industry.  Its current fair business risk could be
improved if S&P sees lower cash flow volatility due to more
thorough contracting and operational improvements.

Finally, the improved recovery rating stems from the paydown of
debt, as well.  In the absence of the term loan, which was largely
paid down by the recent Kinder Morgan and Brookfield infusion,
recovery prospects for remaining debt have improved somewhat, even
before considering the impacts of potential improvement in EBITDA.

S&P revised the liquidity assessment to adequate from weak.  S&P
expects sources of cash, including revolver capacity, cash on hand,
and funds from operations to exceed uses, including capital
spending, by more than 1.5x during the next 12 months.  S&P do not
use the strong designation owing to qualitative considerations.


NORANDA ALUMINUM: Seeks to Extend Deadline to Remove Suits
----------------------------------------------------------
Noranda Aluminum Inc. has filed a motion seeking additional time to
remove lawsuits involving the company and its affiliates.

In its motion, the company asked the U.S. Bankruptcy Court for the
Eastern District of Missouri to move the deadline for filing
notices of removal of the lawsuits to Oct. 17, 2016.

The motion is on Judge Barry Schermer's calendar for June 9.

                     About Noranda Aluminum

Noranda Aluminum, Inc., and 10 of its affiliates filed separate
Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Proposed Lead Case
No. 16-10083) on Feb. 8, 2016.  The petitions were signed by Dale
W. Boyles, the chief financial officer.  Judge Barry S. Schermer is
assigned to the cases.

The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison
LLP as counsel, Carmody MacDonald P.C. as local counsel, PJT
Partners, LP as investment banker, Alvarez & Marsal North America,
LLC as restructuring advisors and Prime Clerk LLC as claims,
solicitation and balloting agent.

The Debtors estimated both assets and liabilities in the range of
$1 billion to $10 billion.  As of the Petition Date, the Debtors
had approximately $529.6 million in outstanding principal amount of
secured indebtedness, consisting of a revolving credit facility and
a term loan facility.

The Debtors had approximately 1,857 employees as of the Petition
Date.


NORSE-STAR JERSEYS: 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 Norse-Star Jerseys, LLC (Bankr. W.D. Wisconsin,
Case No. 15-13647).


NORTEL NETWORKS: U.S. Judge Speeds Cash Fight to Appeals Panel
--------------------------------------------------------------
Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reported that a U.S. judge ordered fast-track treatment for a
long-running fight over $7.3 billion raised in the international
bankruptcy of Nortel Networks Corp.

According to the report, the ruling from federal Judge Leonard
Stark could cut a year or more out of litigation that grew out of
the former Canadian telecommunications giant's 2009 collapse and
ultimate liquidation.  In the face of protests from Nortel's U.S.
division and bondholders, Judge Stark sent the case directly to a
federal appeals court in Philadelphia, the U.S. Third Circuit Court
of Appeals, the report related.

The Troubled Company Reporter, citing DBR, previously reported that
a Canadian court has shut down a legal challenge by Nortel's U.S.
unit to a ruling on how to divide some $7.3 billion raised in the
defunct telecommunications giant's international bankruptcy.

According to the report, the decision from the Court of Appeal for
Ontario closed off the avenue of appeal in Canada to Nortel's U.S.
unit and its creditors, including bondholders unhappy with rulings
last year from U.S. and Canadian courts that set out a formula for
sharing the money.

"Consistent allocation decisions have been issued by the Canadian
and U.S. courts.  A further appeal proceeding in Canada would
achieve nothing but more delay, greater expense and an erosion of
creditor recoveries," the appeals court judges wrote, the report
related.

An appeal continues in the U.S., where Nortel's U.S. division and
creditors hope to upset a decision they say wasn't founded in law
or justified by the facts of the case, the report further related.

A lawyer for Nortel U.S. creditors said he hadn't yet discussed
with his clients the decision denying them permission to appeal,
the report noted.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced
a proceeding with the Ontario Superior Court of Justice under the
Companies' Creditors Arrangement Act (Canada) seeking relief from
their creditors.  Ernst & Young was appointed to serve as monitor
and foreign representative of the Canadian Nortel Group.  That
same
day, the Monitor sought recognition of the CCAA Proceedings in
U.S.
Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter
15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's
European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court
for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., and Howard S.
Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New
York,
serve as the U.S. Debtors' general bankruptcy counsel; Derek C.
Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington,
serves as Delaware counsel.  The Chapter 11 Debtors' other
professionals are Lazard Freres & Co. LLC as financial advisors;
and Epiq Bankruptcy Solutions LLC as claims and notice agent.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in respect of the U.S. Debtors.

An ad hoc group of bondholders also was organized.  An Official
Committee of Retired Employees and the Official Committee of
Long-Term Disability Participants tapped Alvarez & Marsal
Healthcare Industry Group as financial advisor.  The Retiree
Committee is represented by McCarter & English LLP as Delaware
counsel, and Togut Segal & Segal serves as the Retiree Committee.
The Committee retained Alvarez & Marsal Healthcare Industry Group
as financial advisor, and Kurtzman Carson Consultants LLC as its
communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.

The trial on how to divide proceeds among creditors in the U.S.,
Canada, and Europe commenced on Sept. 22, 2014.  The question of
how to divide $7.3 billion raised in the international bankruptcy
of Nortel Networks Corp. was answered on May 12, 2015, by two
judges, one in the U.S. and one in Canada.  Justice Frank Newbould
of the Ontario Superior Court of Justice in Toronto and Judge
Kevin
Gross of the U.S. Bankruptcy Court in Wilmington, Del., agreed on
the outcome: a modified pro rata split of the money.


NORTHERN OIL: S&P Lowers CCR to 'CCC+', Outlook Negative
--------------------------------------------------------
S&P Global Ratings lowered the corporate credit rating on Northern
Oil and Gas Inc. to 'CCC+' from 'B-'.  The outlook is negative.

At the same time, S&P lowered the issue-level ratings on the
company's senior unsecured debt to 'CCC-' from 'CCC' and maintained
the '6' recovery rating.  The '6' recovery rating indicates S&P's
expectation of negligible (0% to 10%) recovery in the event of a
payment default.

"The downgrade reflects our expectation that the company's 2016 and
2017 production will be weaker than we had previously forecast,
resulting in weaker EBITDA and credit measures," said S&P Global
Ratings credit analyst Brian Garcia.  "As a result, we now view the
company's forecasted leverage to be unsustainable," he added.

In S&P's base case forecast, it projects credit measures to
significantly deteriorate in 2017, with debt-to-EBITDA to
increasing well above 10x and funds from operations (FFO)-to-debt
deteriorating to the low-single-digits.

The negative outlook reflects S&P's expectation that Northern Oil
and Gas Inc.'s debt leverage will increase significantly in 2016
and 2017, given the currently depressed commodity prices and with
only a modest amount of expected 2016 production hedged.
Specifically, S&P expects weighted-average debt to EBITDA will be
above 8x, and weighted-average FFO-to-debt to drop to the
mid-single digits, which we view as unsustainable.  Additionally,
S&P believes that the company's borrowing base could be lowered at
the upcoming fall 2016 redetermination, pressuring the company's
liquidity position.

S&P could consider a lower rating should liquidity deteriorate
significantly more than our expectations, which would most likely
occur if the company's borrowing base was reduced at the upcoming
fall redetermination.  S&P could also lower the ratings if the
company announces a debt exchange, given the current market value
of its unsecured notes, which S&P could view as a distressed
exchange.

S&P could revise the outlook to stable if it believes the company
will be able to maintain weighted average FFO approaching 12%.
Also, the company would have to demonstrate that it could maintain
its adequate liquidity position, after considering potential
downward pressure on its borrowing base.


NORWEGIAN AIR: Fitch Corrects May 4 Release
-------------------------------------------
Fitch Ratings, on May 13, 2016, issued a  correction of a release
published May 4, 2016. It updates the maturity date for the class B
certificates.

The revised ratings release is as follows:

Fitch Ratings has assigned the following expected ratings to
Norwegian Air Shuttle ASA's (NAS) proposed aircraft Enhanced Pass
Through Trust Certificates, Series 2016-1 (NAS 2016-1):

-- $274.3 million class A Certificates due in May 2028 'A(EXP)';
-- $74.8 million class B Certificates due in November 2023 'BB-
    (EXP)'.

The final legal maturities for the class A and the class B
Certificates are scheduled to be 18 months after the due dates.

KEY RATING DRIVERS

The A-tranche ratings are primarily driven by a top-down analysis
incorporating a series of stress tests which simulate the rejection
and repossession of the aircraft in a severe aviation downturn. The
'A' level rating is supported by a high level of
overcollateralization (OC) and high quality collateral which
support Fitch's expectations that A-tranche holders should receive
full principal recovery prior to default even in a harsh stress
scenario. The ratings are also supported by the inclusion of an
18-month liquidity facility, and
cross-collateralization/cross-default features. The structural
features increase the likelihood that the class A Certificates
could avoid default (i.e. achieve full recovery prior to the
expiration of the liquidity facility) even if NAS were to file
bankruptcy and subsequently reject the aircraft.

The ratings also reflect the transaction's reliance on the Irish
insolvency regime, which Fitch views as protective of creditors'
rights but which has no specific provision protective of aircraft
creditor rights and differs from key aspects of the U.S. Bankruptcy
Code in that regard. Ireland signed the Cape Town Convention (CTC)
into law in April 2014, but has not yet adopted Cape Town's
Alternative A insolvency regime providing for a "waiting period" of
60 days. Although Ireland appears to be moving toward adopting
Alternative A in the not too distant future, the ratings Fitch
assigns today assume current Irish insolvency laws apply.

The initial A-tranche loan to value (LTV), as cited in the offering
memorandum, is 55.1%, and Fitch's maximum stress case LTV (the
primary driver for the A-tranche rating) through the life of the
transaction is 84.6%. This level of OC provides a significant
amount of protection for the A-tranche holders.

Transaction Overview:

NAS plans to raise $349.1 million in an EETC transaction to finance
10 aircraft. This will be NAS's first public EETC transaction, and
the structure largely follows the U.S. and non U.S. EETC template
(SPV, debt tranching, liquidity facility, cross-provisions, etc.)
with aircraft collateral and initial LTVs, and amortization
schedules comparable to other recent EETCs. The structure crosses
three legal jurisdictions (Ireland, Norway and the United States)
and it contains several Norwegian group entities, including one SPV
(see below).

Torefjorden DAC (Torefjorden - an Irish SPV) will issue senior and
junior loans (equipment notes made individually on an
aircraft-by-aircraft basis) to partially fund a purchase of 10
737-800s. Torefjorden is a wholly owned subsidiary of Arctic
Aviation Assets Limited (AAAL - NAS's wholly-owned Irish leasing
subsidiary). Torefjorden will fund the remainder of the aircraft
balance by either an equity injection or intercompany loans from
AAAL. The aircraft will be leased (triple net operating leases) to
Norwegian Air International Limited (NAIL - an Irish-registered,
airline operating company and a wholly-owned subsidiary of NAS).
The equipment notes will support pass through certificates issued
by NAS Pass Through Trust 2016-1A and NAS Pass Through Trust
2016-1B.

The leases to NAIL will be standard triple net leases, with the
airline being responsible for all taxes, costs, expenses,
insurance, and maintenance for the aircraft. The lease end dates
are scheduled to coincide with the maturity dates for the
respective loans. Lease payments from NAIL will be payable
semiannually, and will be in an amount sufficient to cover all
amounts needed to repay the loans.

NAS will provide an unconditional and irrevocable guarantee of all
NAIL's obligations under each lease agreement which covers all
obligations owed by the lessee to the lessor. In addition, NAS will
provide guarantees to the security trustee for all Torefjorden's
obligations under the loan agreements which cover all obligations
owed by the lessor to the related finance parties under the
governing documents.

The A-tranche will be sized at $274.3 million with a 12 year tenor,
a weighted average life of nine years and an initial LTV of 55.1%
(per the offering memorandum). Fitch calculates the initial LTV at
57.8% using base values provided by several independent
appraisers.

The subordinate B-tranche will be sized at $74.8 million with a
seven and a half year tenor and a weighted average life of five and
a half years. The initial prospectus LTV for the B-tranche is
69.9%. Fitch calculates the initial LTV at 73.6%.

Similar to the majority of the recent transactions, NAS 2016-1
features IIPP waterfall, whereby the interest of the subordinated B
tranche is paid prior to the A tranche principal.

Collateral Pool:

The transaction will be secured by a perfected first-priority
security interest in 10 new delivery Boeing 737-800s. Fitch
considers the 737-800 to be a solid Tier 1 aircraft due to its wide
user base and large number of aircraft in service. The popularity
of this aircraft mitigates the risk of remarketing/re-selling the
planes in the event of a bankruptcy/rejection by NAS. Three of the
collateral aircraft were delivered in March and April of 2016, and
the remaining seven aircraft are scheduled for delivery between May
and September of 2016. The 737-800s in this pool will feature a
maximum take-off weight (MTOW) of 174k lbs, which is the maximum
for the aircraft type.

The future market values of the 737-800 face some risk from the
introduction of the 737-MAX program. Boeing announced the MAX
program in 2011, which will include three variants, the 737-7, the
737-8, and the 737-9 intended to replace the 737-700, 737-800, and
737-900ER, respectively, over time. The introduction of the new
models will likely place pressure on older variants, but it is not
expected to have a significant immediate impact on modern 737s such
as the ones in the NAS 2016-1 transaction.

Fitch believes that the fleet size and large operator base of the
737-800 aircraft will mitigate the impact of MAX on NG valuations,
possibly into the next decade. The first delivery of the 737 MAX 8
is not expected until the third quarter of 2017 (3Q17) and it will
take some time to produce a significant number of the new aircraft
before it starts pressuring market values of the 737-800s. Delivery
slots are scarce, and production rates increased to 42/month in the
first half of 2014, and will rise to 47/month in 2017. Fitch
expects the 737-800 will remain one of the most favored type of
collateral in aircraft finance transactions for the next decade.

Liquidity Facility:

The class A and class B Certificates benefit from dedicated
18-month liquidity facilities which will be provided by Natixis
(rated 'A'/'F1' with a Stable Outlook).

Depository:

The proceeds from the offered notes will initially be held in
escrow by Natixis, the designated depository, until the three
initially delivered aircraft are refinanced and the remaining
aircraft are delivered.

A-Tranche Ratings:

The ratings of 'A (EXP)' for the class A Certificates are primarily
based on collateral coverage in a stress scenario. The analysis
utilizes a top-down approach assuming a rejection of the entire
pool in a severe global aviation downturn. The analysis
incorporates a full draw on the liquidity facility, and an assumed
repossession/remarketing cost of 5% of the total portfolio value.
Fitch then applies immediate haircuts to the collateral value.

Fitch applies a value haircut of 20% to the 737-800 aircraft,
representing the low-point of its Tier 1 stress range of 20-30%. We
consider a 20% value haircut to be appropriate for the model given
its popularity among operators, large fleet of existing aircraft
spread across many users, and by strong backlog, all of which
support the aircraft's values going forward.

These assumptions produce a maximum stress LTV of 85.2% through the
life of the deal. This would imply full recovery prior to default
for the senior tranche holders in what Fitch considers to be a
harsh stress scenario.

B-Tranche Ratings:

The rating of 'BB- (EXP)' for the B tranche is reached by notching
up from NAS's stand-alone credit profile. Fitch notches
subordinated tranche ratings from the airline Issuer Default Rating
(IDR) based on three primary variables; 1) the affirmation factor
(0-2 notches for issuers in the 'BB' category and 0-3 notches for
issuers in the 'B' category), 2) the presence of a liquidity
facility, (0-1 notch), and 3) recovery prospects. In this case the
uplift is based on a moderate affirmation factor, availability of
the liquidity facility and strong recovery prospects. The rating is
also supported by the class B Certificate holders' right in certain
cases to purchase all of the class A Certificates at par plus
accrued and unpaid interest.

Affirmation Factor:

Fitch considers the affirmation factor for NAS 2016-1 to be
moderate primarily driven by the company's fleet strategy which
contemplates a significant expansion over the next decade. As
stated earlier, Fitch considers the 737-800 to be a solid Tier 1
aircraft, but the expected increase in the NAS's fleet size with
newer and more fuel efficient aircraft will result in a relatively
rapid and continual decline in the strategic advantage of the
collateral backing the transaction.

In a typical EETC transaction rated by Fitch, the underlying
collateral has clear affirmation advantages over other aircraft in
the obligor airline's fleet. In Fitch's view, the collateral of NAS
2016-1 does not have such an advantage over the remainder of the
fleet. NAS first started taking deliveries of its 737-800s in 2008,
meaning that the entire fleet is quite young. The 737-800s in this
transaction will not represent the most attractive/fuel efficient
aircraft in NAS' fleet for long because the company will take its
first A320neos' and 737-8 MAXs' deliveries in 2016 and 2017,
respectively. In addition, this pool of 10 737-800s does not have a
significant age advantage over the other 737-800s in the company's
fleet.

Irish Insolvency Law:

Fitch's EETC rating methodology reflects considerations of the
speed, certainty and costs associated with repossession,
deregistration and export of aircraft in different jurisdictions.
It also reflects consideration of the influence of creditors'
ability to quickly repossess aircraft on airlines' incentive to
affirm aircraft in bankruptcy (while paying all interest and
principal on time and in full). Section 1110 of the U.S. Bankruptcy
Code (which offers unique legal protection to aircraft creditors in
U.S.) and the Cape Town Convention (which offers similar
protections in countries implementing Cape Town Alternative A) are
two examples of legal frameworks cited in Fitch's EETC rating
methodology.

Neither Section 1110 nor the Alternative A of CTC applies for NAS
2016-1. However, the creditor-friendly nature and reliability of
the Irish legal regime, precedent under Irish law, and several
structural elements of the transaction that provide significant
credit protection, allow Fitch to apply its EETC criteria to this
transaction.

If NAS were to become subject to insolvency proceedings (assumed to
be examinership rather than liquidation), Fitch believes that so
long as NAS desires to continue to fly the aircraft it is probable
that the certificates will remain current. In other words, although
NAS insolvency laws do not include a specific provision geared to
protecting the interests of aircraft finance creditors akin to
Section 1110 of the U.S. Bankruptcy Code, Fitch's opinion is that
the Irish regime, combined with the key structural and other
features noted above, practically speaking leads to a similar
outcome: examinership will not necessarily result in a default on
the class A and the class B Certificates.

KEY ASSUMPTIONS

Fitch's key assumptions within the rating case for the NAS 2016-1
class A Certificates include:

-- A top down scenario in which the collateral aircraft are
    rejected in a global aviation downturn;
-- Collateral value stresses of 20% for the 737-800;
-- Annual collateral depreciation rates of 5%;
-- Full 18 month liquidity facility draw along with an assumed
    remarketing/repossession cost of 5% of the collateral value.

Key additional assumptions for the class B Certificates include:

-- A moderate affirmation factor that effectively reduces the
    probability of default for the Certificates.
-- Strong recovery prospects for the class B notes (RR1 - 90% to
    100%)

RATING SENSITIVITIES

Senior tranche ratings are primarily driven by a top-down analysis
based on the value of the collateral. Therefore, a negative rating
action could be driven by an unexpected decline in collateral
values. For the 737-800s in the deal, values could be impacted by
the entrance of the 737-8 MAX, or by an unexpected bankruptcy by
one of its major operators. Fitch does not expect to upgrade the
senior tranche ratings above the 'A' level.

The ratings of the subordinated tranches are influenced by Fitch's
view of NAS's corporate credit profile. Fitch will consider either
a negative or a positive rating action if NAS's credit profile
changes in Fitch's view. Additionally, the ratings of the
subordinated tranches may be changed should Fitch revise its view
of the affirmation factor which may impact the currently
incorporated uplift or if the recovery prospects change
significantly due to an unexpected decline in collateral values.

Fitch may also consider downgrading all or some tranches of the
transaction if the aircraft backing NAS 2016-1 are subleased,
de-registered in Ireland and registered in another legal
jurisdiction which Fitch views as being inferior to the Irish
jurisdiction.

FULL LIST OF RATING ACTIONS

Fitch has assigned the following expected ratings;

Norwegian Air Shuttle ASA Enhanced Pass Through Trust Certificates,
Series 2016-1
-- Class A Certificates 'A(EXP)';
-- Class B Certificates 'BB-(EXP)'.


NUWELD INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Nuweld, Inc.
        PO Box 3482
        Williamsport, PA 17701

Case No.: 16-02115

Chapter 11 Petition Date: May 18, 2016

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Williamsport)

Judge: Hon. John J Thomas

Debtor's Counsel: Mark J. Conway, Esq.
                  LAW OFFICES OF MARK J CONWAY PC
                  502 South Blakely Street
                  Dunmore, PA 18512
                  Tel: 570 343-5350
                  Fax: 570 343-5377
                  E-mail: info@mjconwaylaw.com

                    - and -

                  Brian E Manning, Esq.
                  502 South Blakely Street, Suite B
                  Dunmore, PA 18512
                  Tel: 570-558-1126
                  Fax: 866-559-9808
                  E-mail: BrianEManning@comcast.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Timothy Satterfield, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/pamb16-02115.pdf


OAKS OF PRAIRIE: Exclusive Plan Filing Deadline Extended to Aug. 4
------------------------------------------------------------------
The Hon. Thomas M. Lynch of the U.S. Bankruptcy Court for the
Northern District of Illinois has extended, at the behest of The
Oaks of Prairie Point Condominium Association, the exclusivity
periods to file a plan and solicit acceptances of that plan to and
including Aug. 4, 2016, and Oct. 4, 2016, respectively.

As reported by the Troubled Company Reporter on May 16, 2016, the
Debtor sought the extensions, saying that given the pending sale of
the recreation center, it is impossible for the Debtor to propose a
Plan and implement a Chapter 11 exit strategy by the Exclusivity
Period Deadlines.  The Debtor's problems are principally due to
amounts due to a loan relating to the fitness center as well as
capital improvements that need to be made to The Oaks of Prairie
Point Condominium, which is comprised of a numerous buildings, a
recreation/fitness center and common areas and landscaping and is
located at 1300 Cunat Court, Lake in the Hills, Illinois.

The Oaks of Prairie Point Condominium Association is an Illinois
corporation that owns and operates condominium buildings located in
Lake in the Hills, Illinois, known as "The Oaks of Prairie Point
Condominium".  The Oaks of Prairie Point Condominium sought
protection under Chapter 11 of the Bankruptcy Code on Feb. 3, 2016
(Bankr. N.D. Ill., Case No. 16-80238).  The Debtor is represented
by Thomas W. Goedert, Esq., at Crane, Heyman, Simon, Welch & Clar,
in Chicago, Illinois.  The petition was signed by Donna Smith,
property manager.


OFFICE DEPOT: Moody's Hikes Corporate Family Rating to B1
---------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family and
Probability of Default ratings of Office Depot, Inc. to B1 from B2,
with a stable outlook. These rating actions conclude the review for
upgrade that commenced on February 4, 2015.

"The actions recognize the significant improvement in Office
Depot's quantitative credit profile that has occurred over the past
18 months as the company has continued with the integration of
OfficeMax, which it acquired in late-2013, as well as the favorable
impact of our reduction in lease multiple to 5 times," stated
Moody's Vice President Charlie O'Shea. "With the acquisition by
Staples now terminated, Office Depot will face increased
competitive challenges, and we also believe there could be a
liberalization of the company's historically-conservative financial
policy."

Upgrades:

Issuer: Office Depot, Inc.

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

-- Corporate Family Rating, Upgraded to B1 from B2

-- Senior Secured Regular Bond/Debenture, Upgraded to B1(LGD3)
    from B2 (LGD3)

Outlook Actions:

Issuer: American Foreign Power

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: Office Depot, Inc.

-- Outlook, Changed To Stable From Rating Under Review

Confirmations:

Issuer: American Foreign Power

-- Senior Unsecured Regular Bond/Debenture, Confirmed B3 (LGD5)

Issuer: Alabama State Industrial Dev. Auth.

-- Senior Unsecured Revenue Bonds, Confirmed at B3(LGD5)

Issuer: Beauregard (Parish of) LA

-- Senior Unsecured Revenue Bonds, Confirmed at B3(LGD5)

Issuer: International Falls (City of) MN

-- Senior Unsecured Revenue Bonds, Confirmed at B3(LGD5)

Issuer: Rumford (Town of) ME

-- Senior Unsecured Revenue Bonds, Confirmed at B3(LGD5)

Affirmations:

Issuer: Office Depot, Inc.

-- Speculative Grade Liquidity Rating, Affirmed SGL-1

RATINGS RATIONALE

Moody's said, "Office Depot's B1 rating primarily considers its
credit metrics, which Moody's believes will continue to show
improvement as the integration of OfficeMax continues to generate
meaningful synergies. The rating also recognizes the difficult
macroeconomic operating environment for the office supply sector in
both the U.S. and Europe, which continues to compress operating
performance, as well as the company's challenged historical
execution ability. Moody's expects liquidity to remain at least
very good, which is a critical factor supporting the B1 rating. The
rating also reflects our expectation that financial policy,
particularly returns to shareholders, will continue its
historically-conservative philosophy."

The stable outlook reflects Moody's expectation that Office Depot
will continue to generate synergies from the OfficeMax integration,
and that financial policy will remain balanced. Ratings could be
upgraded if Debt/EBITDA is maintained below 4 times and
EBIT/Interest was sustained above 2.5 times, with liquidity
remaining at least very good. Ratings could be downgraded if due to
either financial policy decisions or weakened operating performance
debt/EBITDA is sustained above 5 times, or EBIT/interest fell below
1.75 times, or if liquidity were to weaken

Office Depot ("ODP") is the second largest office supply retailer
in the U.S., with annual sales of around $14 billion.


OMINTO INC: Delays Filing of March 31 Form 10-Q
-----------------------------------------------
Ominto, Inc., filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its quarterly report on Form 10-Q for the quarter ended
March 31, 2016.  

The Company said the process of compiling and processing the
information required to be included in the Form 10-Q for the second
fiscal quarter ended March 31, 2016, could not be completed without
incurring undue hardship and expense.  The Company expects the Form
10-Q to be filed within the extension period provided under Rule
12b-25 promulgated under the Securities Exchange Act of 1934, as
amended.

The Company's results of operations for the quarter ended
March 31, 2016, are significantly different than its results for
the quarter ended March 31, 2015.  Specifically, selling, general,
and administrative expense has increased from approximately $3.0
million in the 2015 fiscal first quarter to approximately $3.3
million in the 2016 fiscal first quarter. Losses from continuing
operations increased from $2.0 million in the quarter ended
March 31, 2015, to approximately $2.3 million in the quarter ended
March 31, 2016.  The primary cause for the increased loss from
continuing operations was higher selling, general, and
administrative costs mostly attributed to higher payroll and
severance costs for executive level employees.

                          About Ominto

Ominto, Inc. was incorporated under the laws of the State of Nevada
on June 4, 1999, as Clamshell Enterprises, Inc., which name was
changed to MediaNet Group Technologies, Inc. in May 2003, then to
DubLi, Inc. on Sept. 25, 2012, and finally to Ominto, Inc. as of
July 1, 2015.  The DubLi Network was merged into the Company, as
its primary business in October 2009.

Ominto reported a net loss of $11.7 million for the year ended
Sept. 30, 2015, compared to a net loss of $1.34 million for the
year ended Sept. 30, 2014.  As of Sept. 30, 2015, Ominto had $11.05
million in total assets, $20.19 million in total liabilities and a
total stockholders' deficit of $9.14 million.

Mayer Hoffman McCann P.C., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Sept. 30, 2015, noting that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.


OMNICOMM SYSTEMS: Incurs $879,000 Net Loss in First Quarter
-----------------------------------------------------------
OmniComm Systems, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to common stockholders of $878,830 on $5.15 million of
total revneues for the three months ended March 31, 2016, compared
to a net loss attributable to common stockholders of $2.80 million
on $4.83 million of total revenues for the same period in 2015.

As of March 31, 2016, Omnicomm had $5.59 million in total assets,
$27.89 million in total liabilities and a total shareholders'
deficit of $22.29 million.

The Company has historically experienced negative cash flows and
have relied on the proceeds from the sale of debt and equity
securities to fund its operations.  In addition, the Company has
utilized stock-based compensation as a means of paying for
consulting and salary related expenses.  At March 31, 2016, the
Company had working capital deficit of approximately $8,548,355.

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

                      https://is.gd/NPyaGc

                     About OmniComm Systems

Ft. Lauderdale, Fla.-based OmniComm Systems, Inc., is a healthcare
technology company that provides Web-based electronic data capture
("EDC") solutions and related value-added services to
pharmaceutical and biotech companies, clinical research
organizations, and other clinical trial sponsors principally
located in the United States and Europe.

OmniComm reported net income attributable to common stockholders of
$2.40 million on $20.7 million of total revenues for the year ended
Dec. 31, 2015, compared to a net loss attributable to common
stockholders of $4.66 million on $16.5 million of total revenues
for the year ended Dec. 31, 2014.



PALM HARBOR: Hires Thomas C. Little as Bankruptcy Counsel
---------------------------------------------------------
Palm Harbor Trees, LLC, filed with the U.S. Bankruptcy Court for
the Middle District of Florida an amended application to employ
Thomas C. Little, Esq., and Thomas C. Little, P.A. as bankruptcy
counsel.

The Firm will:

      a. give the Debtor legal advice with respect to its powers
         and duties as debtor-in-possession in the continued
         operation of its business and management of its property;

      b. prepare on behalf of the Debtor necessary applications,
         answers, orders, reports and other legal papers;

      c. perform all other legal services for the Debtor which may

         be necessary; and it is necessary for the Debtor to
         employ an attorney for the professional services.

The Firm has been paid by David Richardson a pre-petition retainer
of $4,000 for attorney's fees and the filing fee paid by Dave's
Tractor of $1,710.  

To the best of the Debtor's knowledge, the Firm has no connection
with the creditors, or any other party in interest or their
respective attorneys, and represent no interest adverse to the
Debtor or the estate in matters upon which they are to be engaged
for the Debtor.

The Firm can be reached at:

        Thomas C. Little, Esq.
        THOMAS C. LITTLE, P.A.
        2123 N.E. Coachman Road, Suite A
        Clearwater, FL 33765
        Tel: (727) 443-5773
        E-mail: janet@thomasclittle.com

Palm Harbor Trees, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Case No. 16-00235) on Jan. 12, 2016.


PASSAIC HEALTHCARE: Judge Orders Dismissal of Chapter 11 Cases
--------------------------------------------------------------
A federal judge has ordered the dismissal of the Chapter 11 cases
of Passaic Healthcare Services LLC and its affiliates.

The order, issued by Judge Christine Gravelle of the U.S Bankruptcy
Court for the District of New Jersey, dismissed the bankruptcy
cases at the request of the company and the official committee of
unsecured creditors.

In the same order, Judge Gravelle allowed the company to distribute
the sale proceeds held in the escrow account of its counsel.

McKesson Medical Surgical Minnesota Supply Inc. will receive
payment of $100,000.  Meanwhile, $112,316 will be paid to Passaic's
counsel and the firms hired by the unsecured creditors' committee
as an additional "carve-out," according to the court filing.

                     About Passaic Healthcare

Based in Plainview, New York, Passaic Healthcare Services, LLC,
doing business as Allcare Medical, is a full service durable
medical equipment company specializing in clinical respiratory,
wound care and support services.  Passaic, which employs 200
individuals, has seven locations in New Jersey, New York and
Pennsylvania.

Passaic began operations in December 2010 after it acquired
substantially all of the assets of C&C Homecare, Inc., and
Extended Care Concepts through a bankruptcy sale under 11 U.S.C.
Sec. 363. After acquiring 100% of the equity interests in Galloping
Hill Surgical, LLC, and Allcare Medical SNJ, LLC, Passaic began
using "Allcare Medical" as trade name for its entire business, and
discontinued marketing under the name C&C Homecare.

Passaic Healthcare filed a Chapter 11 bankruptcy petition (Bankr.
D.N.J. Case No. 14-36129) in Trenton, New Jersey, on Dec. 31,
2014. The case is assigned to Judge Christine M. Gravelle.

Judge Christine M. Gravelle directed that the cases of Passaic
Healthcare Services, LLC, Galloping Hill Surgical LLC, and Allcare
Medical SNJ LLC, are jointly administered with Case No. 14-36129.

The Debtor has tapped Joseph J. DiPasquale, Esq., and Thomas
Michael Walsh, Esq., at Trenk, DiPasquale, Della Fera & Sodono,
P.C., in West Orange, New Jersey, as counsel.

The Debtor disclosed $15,663,665 in assets and $46,734,414 in
liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 3 appointed five creditors to serve on
the Official Committee of Unsecured Creditors.  The Committee
tapped Arent Fox LLP as its counsel, and CBIZ Accounting, Tax &
Advisory of New York, LLC as it financial advisors.


PASSAIC HEALTHCARE: Surcharge of McKesson Collateral Approved
-------------------------------------------------------------
Judge Christine M. Gravelle of the U.S. Bankruptcy Court for the
District of New Jersey authorized Debtors Passaic Healthcare
Services, LLC d/b/a Allcare Medical, et al., to surcharge the
collateral of McKesson Medical-Surgical Minnesota Supply, Inc.

The surcharge is for all reasonable and necessary costs and
expenses incurred on account of preserving and disposing of such
collateral in the amount of $41,544.  Judge Gravelle ordered that
payment of the costs and expenses will come from the Essex DME Sale
escrow account.

Judge Gravelle conditioned her Order upon the entry of the Order
Authorizing and Approving Debtors' Sale of Substantially All of the
Debtors' Assets Free and Clear of Liens, Claims, Encumbrances and
Interests and Granting Related Relief and Order Dismissing Debtors'
Chapter 11 Cases.

Passaic Healthcare Services and its affiliated debtors are
represented by:

          Joseph J. DiPasquale, Esq.
          Thomas M. Walsh, Esq.
          Joao F. Magalhaes, Esq.
          TRENK, DIPASQUALE, DELLA FERA & SODONO, P.C.
          347 Mt. Pleasant Avenue, Suite 300
          West Orange, NJ 07052
          Telephone: (973)243-8600
          E-mail: jdipasquale@trenklawfirm.com
                  twalsh@trenklawfirm.com
                  jmagalhaes@trenklawfirm.com

                About Passaic Healthcare Services

Based in Plainview, New York, Passaic Healthcare Services, LLC,
doing business as Allcare Medical, is a full service durable
medical equipment company specializing in clinical respiratory,
wound care and support services.  Passaic, which employs 200
individuals, has seven locations in New Jersey, New York and
Pennsylvania.

Passaic began operations in December 2010 after it acquired
substantially all of the assets of C&C Homecare, Inc., and
Extended
Care Concepts through a bankruptcy sale under 11 U.S.C. Sec. 363.
After acquiring 100% of the equity interests in Galloping Hill
Surgical, LLC, and Allcare Medical SNJ, LLC, Passaic began using
"Allcare Medical" as trade name for its entire business, and
discontinued marketing under the name C&C Homecare.

Passaic Healthcare filed a Chapter 11 bankruptcy petition (Bankr.
D.N.J. Case No. 14-36129) in Trenton, New Jersey, on Dec. 31,
2014.
The case is assigned to Judge Christine M. Gravelle.

Judge Christine M. Gravelle directed that the cases of Passaic
Healthcare Services, LLC, Galloping Hill Surgical LLC, and Allcare
Medical SNJ LLC, are jointly administered with Case No. 14-36129.

The Debtor has tapped Joseph J. DiPasquale, Esq., and Thomas
Michael Walsh, Esq., at Trenk, DiPasquale, Della Fera & Sodono,
P.C., in West Orange, New Jersey, as counsel.

The Debtor disclosed $15,663,665 in assets and $46,734,414 in
liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 3 appointed five creditors to serve on
the Official Committee of Unsecured Creditors.  The Committee
tapped Arent Fox LLP as its counsel, and CBIZ Accounting, Tax &
Advisory of New York, LLC as it financial advisors.


PENNYMAC FINANCIAL: S&P Assigns 'B+' ICR, Outlook Stable
--------------------------------------------------------
S&P Global Ratings said it assigned its 'B+' issuer credit rating
to PennyMac Financial Services Inc. (PFSI).  The outlook is stable.
S&P also assigned its 'B+' issue rating to the company's $300
million senior unsecured notes, co-issued by PFSI and its core
operating subsidiary Private National Mortgage Acceptance Co. LLC.
(PNMAC).  S&P assigned a recovery rating of '3' to the senior
unsecured notes.  S&P's '3' recovery rating indicates its
expectation of a meaningful recovery (50%-70%; higher end of the
range) in a default scenario.

California-based PFSI is the largest nonbank correspondent
aggregator of residential mortgage loans.  The company's revenue is
balanced between production (68% of 2015 revenue) and nonproduction
business lines (28% coming from servicing; 4% from investment
management and other).  S&P takes a balanced view on the company's
business position and operating results.  On one hand, the company
operates in a cyclical residential mortgage industry dominated by
banks.  On the other hand, PFSI has positioned itself as a leading
nonbank correspondent aggregator of residential mortgage loans with
EBITDA margins above 30%.

"We expect the company will target a longer-term debt-to-EBITDA
ratio of 3.0x-4.0x to support the company's mortgage servicing
right (MSR) retention strategy," said S&P Global Ratings credit
analyst Stephen Lynch.  S&P do not include PFSI's warehouse funding
lines in S&P's calculation of leverage when they are used to fund
conforming mortgages.  However, S&P views PFSI's reliance on
warehouse funding for ongoing operations as a negative rating
factor because banks could scale back their lending during times of
economic duress or due to shifts in their risk appetites.

PFSI is also exposed to varying degrees of customer and geographic
concentrations.  In 2015, the top 10 of PFSI's now 432
correspondent relationships accounted for 26% of production,
California accounted for 23% of the volume, and 14% of revenue came
from PennyMac Mortgage Trust (PMT), a related party, publicly
traded real estate investment trust managed by a subsidiary of
PNMAC.  S&P therefore believes a loss of a key client relationship,
a regional economic slowdown, or operational or financial
difficulties at PMT could hurt PFSI's earnings.

As of March 31, 2016, net of $322 million of excess servicing
spread (ESS) liability for MSRs sold to PMT, PFSI had $1 billion of
MSRs on its balance sheet, representing $115.3 billion of unpaid
principal balance (UPB).  A wholly owned subsidiary of PNMAC was
also the subservicer for an additional $49.6 billion of UPB
representing loans and MSRs not owned by PNMAC.  S&P generally
views MSRs favorably because they provide a recurring cash flow and
a natural, albeit imperfect, hedge to the company's production
platform.  At the same time, S&P recognizes that MSRs are a Level 3
asset whose economic value and life can change dramatically based
on interest rates and prepayment speed assumptions.  PNMAC accounts
for the majority of their MSRs under lower of cost or market, which
could attenuate some of the MSR volatility.

Consequently, mark-to-market valuation changes can have a
substantial impact on a company's generally accepted accounting
principles earnings and equity position.  Moreover, there are
regulatory risks associated with originating and servicing
mortgages.  Although PFSI has not disclosed any regulatory
compliance failures, the company is subject to routine compliance
examinations.  Since 2012, the Consumer Financial Protection Bureau
and state regulators have drafted new requirements and stepped up
monitoring and enforcement of companies failing to comply with
federal and state laws.

The outlook is stable.  S&P Global Ratings believes PFSI will
continue to expand its production and servicing business while
maintaining adequate funding capacity.  PFSI's growing mortgage
servicing portfolio, and to a lesser degree its asset management
fees, should dampen the revenue volatility of the firm's mortgage
origination activity.

S&P could lower the rating if the company encumbers more of its
MSRs, thereby causing leverage to rise.  S&P could also lower the
rating if it expects earnings to deteriorate materially or if S&P
believes the company is pursuing a more aggressive growth strategy,
which is not S&P's current expectation.  In either scenario, S&P
would likely lower the rating if it believes debt to EBITDA were to
rise above 4.0x on a sustained basis.

S&P's current expectation is for leverage to rise as the company
uses secured financing to support its growing book of newly
produced MSRs.  However, S&P could raise the rating over the next
one to two years if it was to adopt a view that the company will
limit leverage to less than 2.0x.  Otherwise, S&P believes that an
upgrade is unlikely in the foreseeable future, mostly because of
the limited operating history of the company as well as the limited
history of the nonbank mortgage industry as a whole.


PERMIAN RESOURCES: S&P Revises CCR to 'SD'
------------------------------------------
S&P Global Ratings revised its corporate credit rating on
Oklahoma-City-based oil and gas exploration and production company
Permian Resources LLC (formerly American Energy – Permian Basin
LLC) and parent company Permian Resources Holdings LLC (formerly
American Energy Permian Holdings LLC) to 'SD' from 'CCC+'.  

At the same time, S&P revised its issue-level rating on the
company's exchangeable junior subordinated notes due 2022 (held at
parent company Permian Resources Holdings LLC) to 'D' from 'CCC-'.
The recovery rating on this debt remains '6', reflecting our
estimate of negligible (0% to 10%) recovery to creditors in the
event of a payment default.  S&P also affirmed its 'B' rating on
the company's first-lien debt.  The recovery rating remains '1',
reflecting S&P's estimate of very high (90% to 100%) recovery to
creditors in the event of a payment default.  S&P also affirmed its
'CCC-' issue-level rating on the company's second-lien and
unsecured notes.  The recovery rating remains '6', reflecting S&P's
estimate of negligible (0% to 10%) recovery to creditors in the
event of a payment default.  

"The downgrade follows the company's disclosure that since Dec 31,
2015, it repurchased $203 million in par value of its exchangeable
junior subordinated notes due 2022--held at parent company Permian
Resources Holdings LLC--for $21.5 million in cash, through one
negotiated deal and several open market transactions," said S&P
Global Ratings credit analyst Carin Dehne-Kiley.  "We view these
well below par repurchases as distressed exchanges, given our
belief that there was a realistic possibility of default over the
next one to two years prior to the transactions," she added.  

S&P expects to reevaluate the company's corporate credit rating
under its new capital structure over the next several days.


PFS HOLDING: Moody's Affirms B3 CFR & Revises Outlook to Stable
---------------------------------------------------------------
Moody's Investors Service affirmed PFS Holding Corporation's B3
Corporate Family and B3-PD Probability of Default Ratings, and
revised the rating outlook to stable from negative.  The stable
outlook reflects Moody's expectations of continued good execution
of operations, positive free cash flow, and the maintenance of
adequate liquidity.  It also reflects Moody's expectation that PFS
will reduce its financial leverage in the near term, with debt to
EBITDA approaching 7.0 times by year end 2016.

PFS has been executing operations well following its recovery from
the mid-2014 troubled integration of one distribution facility into
another.  The troubled integration negatively impacted its ability
to service customers in the second half of 2014 into early 2015.
This resulted in higher costs and the loss of some high margin
business.  Its good operating track record since then has resulted
in new business and lower expenses.  Moody's expects that continued
earnings improvement will allow the company to repay debt from
internally generated cash, causing its very high debt to EBITDA
ratio of 8.0 times at March 31, 2016 to decline to around 7.0 times
by year end 2016.

These ratings were affirmed:

   -- Corporate Family Rating at B3
   -- Probability of Default Rating at B3-PD
   -- First lien term loan at B3 (LGD 3)
   -- Second lien term loan at Caa2 (LGD 5)

The rating outlook is stable.

                           RATINGS RATIONALE

PFS Holding's B3 Corporate Family Rating reflects the company's
very high financial leverage and narrow margins typical of
distributors.  Moody's expects debt to EBITDA to decline from its
very high 8.0 times level at March 31, 2016 to around 7.0 times by
year end 2016.  The rating also reflects the company's national
distribution platform as the largest pet food and supply
distributor in the U.S., good customer and vendor diversity, and
adequate liquidity.

Ratings could be downgraded if the company experiences operating
difficulties, free cash flow turns negative, or liquidity
deteriorates.  Quantitatively, ratings could be downgraded if
Moody's comes to expect sustained EBITA to interest below 1.0 times
or if debt to EBITDA does not approach 7.0 times by year end 2016.

Ratings could be upgraded if the company maintains good operating
performance, improves its liquidity profile, and Moody's comes to
expect that debt to EBTIDA will be sustained below 6.0 times.

Easton, Pennsylvania based PFS Holding Corporation is the owner of
Phillips Pet Food and Supplies. PFS is a leading pet food and pet
supply distributor in the U.S., servicing small independent pet
retail stores, veterinarians, groomers, online retailers, and large
chains.  Revenue was $1.1 billion for the twelve months ended March
31, 2016.  Thomas H. Lee owns the majority of the equity.

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


PHILADELPHIA ENERGY: S&P Affirms 'B+' CCR, Outlook Negative
-----------------------------------------------------------
S&P Global Ratings affirmed its 'B+' corporate credit rating to
Philadelphia-based Philadelphia Energy Solutions Refining and
Marketing LLC (PES) and revised the outlook to negative from
stable.

In addition, S&P affirmed the 'BB-' issue-rating on the senior
secured debt.  The '2' recovery rating on this debt indicates S&P's
expectation for substantial (70%-90%, upper half of the range)
recovery if a payment default occurs.

"The rating action reflects our view that the oil refiner's credit
measures will be elevated due to weak crack spreads," said S&P
Global Ratings credit analyst Mike Llanos.  An oversupply of
refined products due to weak demand has depressed pricing which S&P
believes will result in refining margins in the mid-single digits.
As a result, S&P projects adjusted debt leverage to be about 3x in
2016 and then potentially above 3.5x (S&P's downgrade trigger) in
outer years, if current conditions continue.  Further pressuring
margins is the relatively weak PADD I (U.S. East Coast) market
where the company operates.  Over the past number of years several
unprofitable East Coast refiners have been shuttered or sold
because of weak economics in the region.  Further, in S&P's view,
the PES refineries have less optionality due to their ability to
run mainly light-sweet crude.  Historically the company has enjoyed
a cost advantage of being able to rail Bakken crude to their
refineries, however in the current market environment with the
price differential between WTI to Brent having narrowed, this
advantage has diminished.

The negative outlook reflects S&P's expectation weak "crack"
spreads will pressure credit measures resulting in adjusted debt to
EBITDA of about 3x.

S&P could lower the rating if crack spreads are lower-than-expected
or if the refineries experience operating underperformance, leading
to adjusted debt to EBITDA materially above 3.5x.

S&P could revise the outlook to stable if crack spreads improve or
if the refiner is able to lower operating costs such that adjusted
debt to EBITDA is sustained below 3x.


PHILADELPHIA SCHOOL: Fitch Rates 2016 Bond Tranches 'BB-'
---------------------------------------------------------
Fitch Ratings has assigned a 'BB-' bank bond rating to the
following series of Philadelphia School District, PA bonds:

-- $48,520,000 general obligation (GO) refunding bonds, series A
    of 2016;
-- $150,720,000 GO refunding bonds, series B of 2016;
-- $150,720,000 GO refunding bonds, series C of 2016.

The Rating Outlook is Negative.

SECURITY
The bonds are payable from the district's full faith, credit and
taxing power.

KEY RATING DRIVERS

BANK BONDS REFLECT UNDERLYING RATING: The bank bond rating reflects
the underlying rating on the district's parity GO debt.

RATING SENSITIVITIES

BANK BONDS: The bank bond rating is sensitive to changes in the
rating on the district's general obligations to which it is parity
debt.

CREDIT PROFILE
The bank bond ratings are being assigned in conjunction with the
issuance of the district's GO refunding bonds, series A, B, and C
of 2016. Fitch assigned ratings to the related bonds based on the
terms of the direct-pay letters of credit issued by two supporting
banks ('Fitch Assigns 'A+/F1' Rating to Philadelphia School Dist GO
Rfdg Bds, Ser 2016A, B & C', May 16, 2016). Fitch incorporates the
risk associated with bank bonds into the district's long-term
Issuer Default Rating.

The bank bonds are not eligible for the commonwealth school credit
enhancement rating (rated 'A+'/Outlook Stable by Fitch) as the
necessary timing for receipt of state aid may not be sufficient to
meet debt service requirements should the banks be called upon to
purchase the bonds and convert them to shorter-term loans.


PHILLIPOS RESTAURANT: Hires Forchelli Curto as General Counsel
--------------------------------------------------------------
Phillipos Restaurant Inc. seeks permission from the U.S. Bankruptcy
Court for the Eastern District of New York to employ the law firm
of Forchelli, Curto, Deegan, Schwartz, Mineo & Terrana, LLP, as
general counsel, effective as of May 11, 2016.

On April 26, 2016, the Debtor's current counsel Morrison Tenenbaum
PLLC filed a motion to withdraw as counsel to the Debtor.  The
Debtor has contacted the Forchelli Firm and seeks to retain the
firm as replacement counsel in this case.

The Debtor and Forchelli Firm intend to negotiate a plan of
reorganization with creditors that will pay creditors pursuant to
the distribution framework of the Bankruptcy Code and the Debtor's
financial means.

The Forchelli Firm will:

      a. give the Debtor legal advice with respect to the powers
         and duties as a debtor-in-possession;

      b. take all necessary action on behalf of the Debtor to
         protect and preserve the Debtor's estate, including
         prosecuting actions on behalf of the Debtor's negotiating

         any and all litigation in which the Debtor is involved,
         and objecting to claims filed against the Debtor's
         estate;

      c. prepare all necessary applications, answers, orders,
         reports and other legal documents on behalf of the Debtor

         in connection with the Chapter 11 proceeding; and

      d. attend meetings and negotiate with representatives of
         creditors and other parties in interest, attend court
         hearings; and advise the Debtor on the conduct of its
         Chapter 11 case;

      e. perform all other legal services for the Debtor which may

         be necessary in this Chapter 11 case; and

      f. advise and assist the Debtor regarding all aspects of the

         plan confirmation process, including, but not limited to,

         negotiating and drafting a plan of reorganization and
         accompanying disclosure statement, securing the approval
         of disclosure statement, soliciting votes in support of
         plan confirmation, and securing confirmation of the plan.

Brian J. Hufnagel, Esq., an attorney at the Forchelli Firm, assures
the Court that he and the Forchelli Firm neither hold nor represent
any interest adverse to the Debtor or to the estate of this Debtor,
and each is a disinterested party within the meaning of Sections
101(14) and 327(a) of the Bankruptcy Code.

The Forchelli Firm is represented by:

         Brian J. Hufnagel, Esq.
         Forchelli, Curto, Deegan,
         Schwartz, Mineo & Terrana, LLP
         The Omni
         333 Earle Ovington Boulevard, Suite 1010
         Uniondale, NY 11553
         Tel: (516) 248-1700
         Fax: (516) 248-1729
         E-mail: bhufnagel@forchellilaw.com

Phillipos Restaurant Inc.'s business consists of operating a
restaurant located at 1678 3rd Avenue, New York, New York.  It
filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case
No. 13-44665) on July 30, 2013.  The Debtor is represented by
Lawrence F. Morrison, Esq.

No trustee or committee has been appointed in this proceeding as of
this date.


PICO HOLDINGS: Activist Bloggers Criticize Hart Compensation
------------------------------------------------------------
By Geoffrey J. Bailey -- gjbaileypb@hotmail.com -- PICO Holdings,
Inc. (Nasdaq:PICO), based in La Jolla, Calif., is a diversified
holding company reporting recurring losses since 2008. PICO owns
57% of UCP, Inc. (NYSE:UCP), 100% of Vidler Water Company, Inc., a
securities portfolio and various interests in small businesses.
PICO has $664 million in assets and $434 million in shareholder
equity. Central Square Management LLC and River Road Asset
Management LLC collectively own more than 14% of PICO. Other
activists at http://ReformPICONow.com/have taken to the Internet
to advance the shareholder cause.

The activist bloggers post Part V in their critique of PICO
Holdings' Compensation Plan awarded to CEO, John Hart. The call it,
". . . an abusive contract foisted upon shareholders by the corrupt
and incompetent PICO Compensation Committee, comprised of Carlos
Campbell, Michael Machado and Eric Speron."

According to the bloggers, J. Justin Akin, small cap portfolio
manager at River Road Asset Management, in a 13-D filing with the
Securities and Exchange Commission,indicates that the Hart
Compensation Scheme does not truly align Mr. Hart's interests with
those of shareholders.

The bloggers' post says, "Mr. Hart is NOT incentivized to create
value for PICO shareholders. He IS incentivized to sell assets
above carrying value. This is what Mr. Akin was alluding to and
this discrepancy is enormous!"

The activist bloggers calculate that PICO homebuilder subsidiary
UCP could be sold today for $11-$12 per share. "Such a transaction
would provide PICO with about $105 million, after costs and
expenses. Assuming PICO stock rises to $13 on the announcement,
PICO could tender for 8 million shares, or one third of shares
outstanding. These interrelated transactions would create enormous
value for PICO shareholders.

But since UCP's carrying value is about $12 per share, Mr. Hart
will disregard this owner-oriented transaction; it would provide
him with no bonus."

The bloggers repeat their criticisms: "UCP is a low-performing,
competitively- disadvantaged homebuilder. UCP has low margins, no
in-house mortgage operation, is geographically undiversified and
borrows at uncompetitively high rates. Land costs in California and
Washington, UCP's primary markets, are far too expensive to pursue
prudent growth. For UCP to create economic value, given its current
balance sheet, we roughly calculate that it must earn at least $30
million in net income (assuming a 40% tax rate – that's $50
million pretax). And UCP is light years away from that."

"Since it is improbable that UCP will create value for PICO
shareholders on an operational basis, UCP should be sold now. This
is the highest net present value proposition for both UCP
shareholders and PICO shareholders. But thanks to the inane Hart
Bonus Plan, Mr. Hart is disincentivized to sell UCP now – it
would not earn him a bonus."

The post concludes in vitriolic fashion: "The only thing Mr. Hart
is capable of selling above carrying value are his own services.
And in Messrs. Campbell, Machado and Speron, Mr. Hart found a
collective buyer dumb enough or corrupt enough to pay him full
price. Mr. Hart is a liability to PICO shareholders – having
destroyed half a billion dollars in shareholder value. Yet he
skillfully placed sycophants in positions of control over
shareholder money and extracted ludicrously undeserved sums.

While this candid assessment may seem harsh, recall that there are
hedge funds/private equity firms that want to hire Mr. Hart -- we
hear several are looking for reliable janitors."


PIONEER HEALTH: Court OKs Hiring of HMP as Financial Advisor
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
approved the application of Pioneer Health Services, Inc., to
employ Healthcare Management Partners, LLC, as financial advisors.

The Troubled Company Reporter previously reported that the Debtor
sought to employ HMP as financial advisor to evaluate and implement
strategic and tactical options to the restructuring process and
provide administrative support during the Chapter 11 case, nunc pro
tunc to March 30, 2016.

The Debtors require Healthcare Management to:

   -- assist in performing a financial/clinical/operational review

      of the Debtor;

   -- assist in the identification and implementation of
      financial, clinical, strategic and operations improvement
      opportunities;

   -- assist the CEO in developing and reviewing possible
      restructuring plans or strategic alternatives;

   -- work will local and city government to help assure the
      availability of health care services;

   -- work with the State Medicaid office and with Medicare on
      reimbursement of shortfalls and related matters; and

   -- provide appropriate reports to the Court and related
      matters.

Healthcare Management will be paid at these hourly rates:

       Managing Director          $550
       Director                   $420
       Senior Associate           $340
       Associate                  $240
       Data Analyst               $180

Healthcare Management will also be reimbursed for reasonable
out-of-pocket expenses incurred.

The Debtor has amended its application to employ HMP pursuant to an
objection filed by the United States Trustee and issues raised by
the Court.

In his response to the original application, Henry G. Hobbs, Jr.,
Acting United States Trustee for Region 5, asserted that the
Application discloses the hourly rates proposed to be charged for
HMP employees, but the Application does not state whether the
proposed rates are the normal and customary rates charged by
comparably skilled practitioners in non-bankruptcy cases.  He
added
that the Debtors or HMP has not disclosed the source or sources of
payment for HMP's retention or HMP's retainer.

The Lead Debtor asserts that the engagement letter has now been
amended and updated, to reflect the changes and agreements that
were made.  The Lead Debtor also asserts that the Application, as
amended, to employ HMP is in the best interest of the Debtors, all
creditors and all parties in interest and urges the Court to
approve the engagement of HMP as financial advisor to the Debtors.

                      About Pioneer Health

Pioneer Health Services, Inc., and its debtor-affiliates, including
Medicomp Inc., filing separate Chapter 11 bankruptcy petitions
(Bankr. S.D. Miss. Case No. 16-01119 to 16-01126) on March 30,
2016.  The Debtors provide healthcare services to rural
communities, and own and manage rural critical access hospitals.

Judge Hon. Neil P. Olack presides over the Debtors' cases.  The Law
Offices of Craig M. Geno PLLC serves as the Debtors' counsel.

Pioneer Health Services estimated $10 million to $50 million in
both assets and liabilities.  The petitions were signed by Joseph
S. McNulty III, president.


PIONEER HEALTH: Stay Motion Must Be Served to Parties, Clerk Says
-----------------------------------------------------------------
Danny L. Miller, Clerk of the U.S. Bankruptcy Court for the
Southern District of Mississippi, entered an Amended Clerk's
Memorandum in the bankruptcy case of Pioneer Health Services, Inc.,
with the instruction that a copy of the Motion for Relief from the
Automatic Stay and Abandonment of Property of the Estate or for
Adequate Protection filed on behalf of Trustmark National Bank and
the Notice of Hearing be given to all affected parties and the
Twenty Largest Unsecured Creditors.

The Memorandum also states, among other things, that mailings must
be completed by April 27, 2016, and that Certificate of Service
must be filed with the Court on May 13, 2016.  The Certificate must
specify the method of service, and must identify all parties
served.

                      About Pioneer Health

Pioneer Health Services, Inc., and its debtor-affiliates, including
Medicomp Inc., filing separate Chapter 11 bankruptcy petitions
(Bankr. S.D. Miss. Case No. 16-01119 to 16-01126) on March 30,
2016.  The Debtors provide healthcare services to rural
communities, and own and manage rural critical access hospitals.

Judge Hon. Neil P. Olack presides over the Debtors' cases.  The Law
Offices of Craig M. Geno PLLC serves as the Debtors' counsel.

Pioneer Health Services estimated $10 million to $50 million in
both assets and liabilities.  The petitions were signed by Joseph
S. McNulty III, president.


PK GOLDEN LION: 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 PK Golden Lion.  

PK Golden Lion sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Wash. Case No. 16-41260) on March 24, 2016.  The
Debtor is represented by Jason E Anderson, Esq., at the Law Office
of Jason E Anderson.


POSTROCK ENERGY: Court Issues Final Cash Collateral Order
---------------------------------------------------------
Judge Sarah A. Hall of the U.S. Bankruptcy Court for the Western
District of Oklahoma issued a final order authorizing PostRock
Energy Corporation, et. al.'s Chapter 11 Trustee to use cash
collateral.

"An immediate and critical need exists for the Trustee to use cash
in order to continue the operation and management of the Estates'
businesses and assets.  As set forth in the Budget... the Trustee
does not have sufficient available sources of working capital or
cash to continue the operations of the Estates' businesses without
the contribution of additional funds by the Lenders.  The Trustee
has requested from the Lenders, and the Lenders are willing to
provide, an additional $1 million to fund the operation of the
Estates' business pursuant to and only in accordance with the terms
and conditions set forth in this Order.  Without the availability
and use of such cash, the Trustee will not be able to pay
post-petition operating expenses and obtain goods and services
needed to carry on the Estates' businesses in a manner that will
avoid irreparable harm to the Estates. The ability of the Trustee
to use such cash collateral is necessary to preserve and maintain
the going concern value of these Estates.  Citibank and the Lenders
have agreed to the Trustee's use of the Prepetition Collateral,
including Cash Collateral and an additional $1 million advanced by
the Lenders... on a final basis... commencing as of the Petition
Date and expiring on the Termination Date.  The additional $1
million to be advanced by the Lenders... shall be deposited into
the DIP Account... and shall constitute Cash Collateral. To the
extent the $1 million advanced by the Lenders... is deemed an
extension of credit, it is hereby approved as such pursuant to
section 364 of the Bankruptcy Code," Judge Hall held.

Judge Hall ordered the Chapter 11 Trustee to effectuate an asset
disposition program as additional adequate protection for the
Trustee's use of the Prepetition Collateral, including Cash
Collateral.

The Asset Disposition Program contains, among others, these
relevant terms:

     (a) Sale Procedures Order: Not later than May 19 2016, the
Trustee shall have obtained entry of an order by the Court
approving bidding and sale procedures acceptable to Citibank.

     (b) Sale Order: Not later than June 1, 2016, the Trustee shall
have obtained entry of an order by the Court approving a sale, on
terms acceptable to Citibank, of substantially all of the Estates'
assets.

     (c) Sale Closing: Not later than June 8, 2016, the Trustee
shall consummate and close the sale of all or substantially all of
the Estates' assets (including the assumption and assignment of
related executory contracts and/or unexpired leases as applicable)
in accordance with the Sale Order.

The Trustee's authority to use Cash Collateral will immediately
terminate on the earliest to occur of: (a) 11:59 p.m. on July 8,
2016, or (b) any Termination Event.

An objection was filed by the Official Committee of Unsecured
Creditors to the Cash Collateral Motion.

A full-text copy of the Order, dated May 10, 2016, is available at
https://is.gd/lWQhuC

The Chapter 11 Trustee is represented by:

         Stephen J. Moriarty, Esq.
         FELLERS, SNIDER, BLANKENSHIP,
         BAILEY & TIPPENS
         100 North Broadway Ave., Suite 1700
         Oklahoma City, OK 73102-8820
         Telephone: (405)232-0621
         Facsimile: (405)232-9659
         E-mail: Smoriarty@FellersSnider.com

Citibank, N.A., as Administrative and Collateral Agent, is
represented by:

          Steven W. Bugg, Esq.
          MCAFEE & TAFT APC
          10th Floor, Two Leadership Square
          211 N. Robinson Ave.
          Oklahoma City, OK 73105
          Telephone: (405)552-2216
          Facsimile: (405)235-0439
          E-mail: steven.bugg@mcafeetaft.com

                 - and -

         R. Michael Farquhar, Esq.
         Matthew T. Ferris, Esq.
         Annmarie Chiarello, Esq.
         WINSTEAD PC
         500 Winstead Building
         2728 N. Harwood Street
         Dallas, TX 75201
         Telephone: (214)745-5400
         Facsimile: (214)745-5390
         E-mail: mfarquhar@winstead.com
                 mferris@winstead.com
                 achiarello@winstead.com

                 About PostRock Energy Corporation

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.


POWELL VALLEY: Hires Markus Williams as Bankruptcy Counsel
----------------------------------------------------------
Powell Valley Health Care, Inc., asks for authorization from the
U.S. Bankruptcy Court for the District of Wyoming to employ Markus
Williams Young & Zimmermann LLC as bankruptcy counsel, nunc pro
tunc to May 16, 2016.

The Firm will:

      a. assist in the production of the Debtor's schedules and
         statement of financial affairs and other pleadings
         necessary to file its Chapter 11 case;

      b. assist in the preparation of the Debtor's plan of
         reorganization and disclosure statement;

      c. prepare on behalf of the Debtor all necessary
         applications, complaints, answers, motions, orders,
         reports, and other legal papers;

      d. represent the Debtor in adversary proceedings and
         contested matters related to the Debtor’s bankruptcy
         case;

      e. provide legal advice with respect to the Debtor's rights,

         powers, obligations and duties as Chapter 11 debtor-in-
         possession in the continuing operation of the Debtor's
         business and the administration of the estate; and,

      f. provide other legal services for the Debtor as necessary
         and appropriate for the administration of the Debtor's
         estate.

The Firm will be compensated at these hourly rates:

         Bradley T. Hunsicker, Esq.        $295
         Donald D. Allen, Esq.             $310
         Jennifer Salisbury, Esq.          $310
         Steven R. Rider, Esq.             $375
         John F. Young, Esq.               $395
         James T. Markus, Esq.             $425

The Firm received prepetition retainer payments from the Debtor
totaling $363,095.02.  The Firm deducted and applied $134,593.82
from the Security Retainer in connection with services performed
prior to May 16, 2016.

Bradley T. Hunsicker, Esq., an associate at the Firm, assures the
Court that the Firm is a disinterested person as that term is used
in the Bankruptcy Code, and that neither he nor any member,
shareholder, associate, or employee of the Firm represents any
entity in this case, nor has any connection with the Debtor, any
creditor, or any other party in interest in this case, or its
respective attorneys or accountants, or the U.S. Trustee or any
person employed in the Office of the U.S. Trustee, nor represents
any interest adverse to the estate.

The Firm can be reached at:

         Bradley T. Hunsicker, Esq.
         MARKUS WILLIAMS YOUNG & ZIMMERMANN LLC
         106 East Lincolnway Suite 300
         Cheyenne, WY 82001
         Tel: (307) 778-8178
         E-mail: bhunsicker@markuswilliams.com

Powell Valley Health Care, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Wyo. Case No. 16-20326) on May 16, 2016.

No trustee, examiner or committee has been appointed in the case.


PRIME SECURITY: Moody's Raises CFR to B1 on ADT Acquisition
-----------------------------------------------------------
Moody's Investors Service has concluded its review of Prime
Security Services Borrower, LLC's debt capital structure as the
result of the closing of P1's Apollo-backed acquisition of The ADT
Corporation, and has upgraded the company's Corporate Family Rating
and Probability of Default rating to B1 and B1-PD.

Moody's converted the provisional designation to definitive on all
of the transaction's $4.95 billion of new first- and second-lien
debt, and confirmed their respective Ba2 and B3 ratings.  Moody's
upgraded the ratings on P1's existing $1.1 billion first-lien
senior secured term loan and first-lien $95 million revolving
credit facility to Ba2, and upgraded P1's existing $260 million
second-lien term loan rating to B3.  Moody's also affirmed the Ba2
rating on the $3.75 billion of rolled-over ADT notes, which, prior
to the closing, had been unsecured but which as a result of the
acquisition are now secured on a pari-passu basis with all of P1's
existing and new first-lien debt.  All first-lien debt is rated
Ba2, and all second-lien debt is rated B3.  P1's ratings outlook,
which had also been under review, is stable.

Given that ADT is now a subsidiary of the consolidated entity Prime
Security Services Borrower, LLC, Moody's has withdrawn ADT's CFR,
PDR, and Speculative Grade Rating ("SGL"), as well as the facility
ratings on all of ADT's existing debt, with the exception of the
aforementioned $3.75 billion of rolled over first-lien notes, which
still reside at ADT.

Upgrades:

Issuer: Prime Security Services Borrower, LLC

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

  Corporate Family Rating, Upgraded to B1 from B2

  Senior Secured 1st lien Bank Credit Facilities, Upgraded to Ba2
   (LGD2) from B1 (LGD3)

  Senior Secured 2nd lien Bank Credit Facility, Upgraded to B3
   (LGD5) from Caa1 (LGD6)

Outlook Actions:

Issuer: Prime Security Services Borrower, LLC

  Outlook, Changed To Stable From Rating Under Review

Confirmations:

Issuer: Prime Security Services Borrower, LLC

  Senior Secured Bank Credit Facilities, Confirmed at Ba2 (LGD2)
  Senior Secured Regular Bond/Debenture, Confirmed at B3 (LGD5)

Affirmations:

Issuer: The ADT Corporation

  Senior Unsecured Regular Bond/Debentures, Affirmed Ba2 (LGD4)

Withdrawals:

Issuer: The ADT Corporation

  Probability of Default Rating, Withdrawn , previously rated
  Ba2-PD

  Speculative Grade Liquidity Rating, Withdrawn , previously rated

   SGL-2

  Corporate Family Rating, Withdrawn , previously rated Ba2

  Senior Unsecured Regular Bond/Debenture Apr 15, 2019, Withdrawn,

   previously rated Ba2 (LGD4)

  Senior Unsecured Regular Bond/Debenture Jul 15, 2017, Withdrawn,

   previously rated Ba2 (LGD4)

                        RATINGS RATIONALE

The broad terms of P1's acquisition of ADT have not changed from
what was made public in mid-February, when Moody's put P1's ratings
under review for upgrade and gave provisional ratings for the
deal's proposed new debt.  The nearly $10.2 billion of new and
rolled over rated debt is supplemented by $750 million of privately
placed PIK preferred securities which Moody's is treating as
(unrated) debt, by a nearly $4.0 billion common equity contribution
from Apollo, and by approximately $760 million of rolled-over
equity from Apollo and management -- all of which sources have been
allocated to effect P1's $7.75 billion purchase of ADT, repay $1.6
billion of ADT debt, and meet transaction fees and expenses.

P1's B1 CFR reflects its standing, pro-forma for its Apollo-backed
combination with ADT, as the clear leader in the North American
residential alarm-monitoring and home-automation services market,
as well as the high leverage and integration challenges facing P1's
management as it incorporates a target several times P1's size.
Moody's believes that the P1 management team can wrest meaningful
operating synergies and improve ADT's operating metrics by
employing best-practices used in achieving industry-leading
attrition and creation multiples at P1 itself.  In turn, improved
operating profits should enable the company to maintain good
liquidity and to generate mid-single-digit-percentage
steady-state-free-cash-flow ("SSFCF") -to-debt measures.

Key credit risks include management's ability to bring down
attrition rates and creation multiples, which are crucial factors
for determining SSFCF and, in turn, determining P1's capacity for
debt.  The management team, which we view as among the strongest in
the industry, has had notable success in improving metrics in
previous, albeit much smaller, acquisition integrations.  Moody's
believes that management's sharp focus on optimizing field
operations and customer service while maintaining a streamlined
corporate infrastructure -- as well as its realistic expectations
for the time needed to achieve planned synergies (about a
year-and-a-half) -- allow for a degree of assurance that those
efficiencies, and thus the integration itself, can succeed.

Moody's expects that the pro-forma combined company will generate
annual SSFCF of well over $600 million over the next few years,
assuming the realization of most of management's planned synergies.
Debt/RMR leverage improves slowly from an initial level of 36.0
times.  Although Moody's regards initial leverage as high for the
B1 rating category, Moody's expect leverage to decline moderately
from RMR growth and debt repayments from free cash flow.  The
combined company's scale and leverage metrics will position the
company solidly relative to its lower-rated
residential-alarm-monitoring peers.

The control of the company by the private equity sponsor Apollo
presents credit risks including the potential for shareholder
friendly policies.  Nevertheless, Moody's thinks that given the
combined entities size, an eventual exit through an IPO is most
likely.  Moody's expects the company to direct the majority of its
free cash flow to debt repayment over the next year.

The ratings could be upgraded if the company demonstrates a
commitment to delivering, including attaining debt / RMR below 30
times.  Attrition rates and pricing would also need to improve to
levels such that levered SSFCF-to-debt in the high
single-digit-percentages can be maintained.  The ratings could face
downward pressure if debt / RMR and attrition fail to be brought
down from their current levels, and if SSFCF-to-debt falls to the
low-single-digit percentages.

Pro-forma for the Apollo-backed combination of alarm monitors
Protection One and The ADT Corporation, Prime Security Services
Borrower, LLC ("P1") is the leading provider of security,
interactive automation, and monitoring services for residential
(primarily) and business customers, and for independent
security-alarm dealers on a wholesale basis.  Moody's expects P1's
2016 revenues, pro-forma for the merger, to be approximately $4.4
billion.

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


PRINTPACK HOLDINGS: Moody's Raises CFR to B2, Outlook Stable
------------------------------------------------------------
Moody's Investors Service upgraded Printpack Holdings, Inc.'s
Corporate Family rating to B2 from B3 and Probability of Default
rating to B2-PD from B3-PD.  Instrument ratings are detailed below.
The ratings outlook is stable.

Moody's took these actions:

Printpack Holdings, Inc.:

   -- Upgraded Corporate family rating to B2 from B3
   -- Upgraded Probability of default rating to B2-PD from B3-PD
   -- Upgraded $225 million 1st Lien Senior Secured Term Loan due
      2020 to B2/LGD4 from B3/LGD4
   -- Upgraded $75 million 2nd Lien Senior Secured Term Loan due
      2021 to B3/LGD5 from Caa1/LGD5

The ratings outlook is stable.

                        RATINGS RATIONALE

The upgrade of the corporate family rating to B2 from B3 reflects
the progress Printpack has made in their restructuring and
productivity initiatives and an expectation of further improvement
in cash flow as the company completes these initiatives over the
near-term.  The company has rationalized some facilities,
modernized others and continued to focus on higher margin business.
Cash flow is expected to improve further over the near-term as the
one time charges for the various initiatives decline.

The B2 corporate family rating reflects the company's weak
operating margins, high concentration of sales and competitive,
fragmented industry structure.  The company also has a largely
commoditized product line, lengthy lags on raw material cost
pass-throughs and lack of cost pass-throughs for costs other than
raw materials.

Strengths in the company's profile include a high percentage of
sales from food packaging, long standing relationships with blue
chip customers and some exposure to faster growing markets.
Additionally, approximately 75% of business, on a dollar weighted
basis, is under contract and a high percentage of business has
contractual cost pass-throughs for raw materials.  Currently,
Printpack has some exposure to faster growing markets such as pet
food and medical products, however, both markets account for a
small percentage of sales.  The company also spends approximately
1%-2% of sales annually on R&D and new product development.

The rating outlook is stable, reflecting an expectation that free
cash flow will continue to improve as one time charges decline over
the next 12 months and that savings from restructuring initiatives
will support margin improvements.

The rating could be upgraded if Printpack sustainably improves its
credit metrics within the context of a stable operating and
competitive environment, while maintaining adequate liquidity.  The
company would also need to improve its contract position and
product mix to more higher margin products and fewer commoditized
products.  Specifically, the company would need to maintain debt to
EBITDA below 4.00 times, improve EBITDA to interest expense to over
5.25 times, and improve funds from operations to debt to above
17.0%.

The ratings could be downgraded if there is deterioration in credit
metrics, liquidity or the competitive and operating environment.
The ratings could also be downgraded if the company fails to
execute on its restructuring initiatives.  Specifically, the
ratings could be downgraded if debt to EBITDA increased to above
4.5 times, EBITDA to interest expense declined below 3.5 times,
and/or funds from operations to debt declined below 12.5%.

The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
September 2015.

Printpack Holdings, Inc., headquartered in Atlanta, GA, is a
manufacturer of flexible and specialty rigid packaging, supplying
nearly all food and many non-food categories.  The company
manufactures an array of packaging products, including flexible
rollstock, rigid containers and sheets, bags, labels, and pouches,
serving various end markets.  As of the twelve months ended March
31, 2016, Printpack generated approximately $1.3 billion of
revenue.


QUANTUM FUEL: Wins Court's Final Nod to Use Cash Collateral
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Santa Ana Division granted debtor Quantum Fuel Systems Technologies
Worldwide, Inc., doing business as Quantum Technologies, authority
to use cash collateral necessary for the Debtor to operate its
business on a final basis, which will terminate automatically on
July 29, 2016, unless extended by order of the Court.

The Final Cash Collateral Order provides that all security
interests asserted in the Cash Collateral are adequately protected
pursuant to section 361 of the Bankruptcy Code, and the Noteholders
have consented to the Debtor's use of Cash Collateral and Bridge
Bank, National Association, has also consented to the Debtor's use
of Cash Collateral based on the requirements set out in the Order
and in the Final DIP Financing Order.

Likewise, the Debtor is directed to provide to Bridge Bank a full
and complete accounting of its Cash Collateral on a going forward
basis, and an accounts receivable aging report for all pre- and
post- petition accounts receivable.

A full-text copy of the Final Cash Collateral Order dated May 2,
2016, is available at

  http://bankrupt.com/misc/QuantumFuel0502FinalCashCollOrder.pdf

                        About Quantum Fuel

Lake Forest, California-based Quantum Fuel Systems Technologies
Worldwide, Inc., is an innovator, developer and producer of
compressed natural gas (CNG) fuel storage tanks and packaged fuel
storage systems for heavy-, medium-, and light-duty trucks and
passenger vehicles.  The Company also produces integrated vehicle
system technologies, including engine and vehicle control systems
and drivetrains.  It supplies its tanks and systems to truck and
automotive original equipment manufacturers and aftermarket and OEM
truck integrators worldwide.

Quantum Fuel filed a Chapter 11 bankruptcy petition (Bankr. C.D.
Calif. Case No. 16-11202) on March 22, 2016.  The petition was
signed by Brian W. Olson as chief executive officer.  The Debtor
listed total assets of $23.10 million and total debts of $21.7
million.  Foley & Lardner LLP represents the Debtor as counsel.
Judge Mark S Wallace is assigned to the case.


QUICKSILVER RESOURCES: Judge Extends Deadline to Remove Suits
-------------------------------------------------------------
U.S. Bankruptcy Judge Laurie Silverstein has given Quicksilver
Resources Inc. until Aug. 11, 2016, to file notices of removal of
lawsuits involving the company and its affiliates.

                    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.


RANGE RESOURCES: S&P Affirms 'BB+' CCR, Outlook Remains Negative
----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' corporate credit rating on
Ft. Worth, Texas-based Range Resources Corp.  The rating outlook
remains negative.

Range Resources Corp. announced an agreement to acquire Memorial
Resource Development Corp. for about $3.3 billion in stock and
assumption of $1.1 billion of debt.  S&P notes that the use equity
to fund a large portion of the acquisition will reduce Range's
financial leverage.  The transaction also increases Range's scale
and geographic diversity, though also increases the company's
concentration in natural gas.  S&P expects natural gas prices to
continue to be a comparative disadvantage relative to oil under its
price assumptions.  S&P views Range's expertise in developing gas
properties in the Marcellus formation to be transferable to MRD's
Terryville acreage in northern Louisiana.

"The negative outlook reflects our expectation that Range Resources
Corp.'s credit measures will be weak for our expectations for the
rating in 2017 as hedges roll off, with FFO to debt below 14% and
debt to EBITDA above 4.5x before recovering in 2018," said S&P
Global Ratings credit analyst Ben Tsocanos.

S&P could lower the rating if it no longer expects the company's
credit measures to improve with FFO to debt remaining below 15% and
debt to EBITDA above 4.5x on a sustained basis.  This could occur
if natural gas prices remained depressed, if there were a material
weakening in operating performance, or operating costs escalated
substantially.

S&P could consider a stable outlook if Range's leverage measures
improve more quickly than currently assumed, such that FFO to total
debt rose to near 20% and debt to EBITDA declined closer to 4x on a
sustained basis.  This would most likely occur if the company began
generating positive free operating cash flow due to improved
profitability or greater capital efficiency or higher natural gas
prices than S&P currently assumes.


REGATTA CONSTRUCTION: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Regatta Construction, Inc.
        183 Tedesco Street
        Marblehead, MA 01945

Case No.: 16-11885

Chapter 11 Petition Date: May 18, 2016

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Hon. Frank J. Bailey

Debtor's Counsel: George J. Nader, Esq.
                  RILEY & DEVER, P.C.
                  Lynnfield Woods Office Park
                  210 Broadway, Suite 101
                  Lynnfield, MA 01940-2351
                  Tel: (781) 581-9880
                  Fax: (781) 581-7301
                  E-mail: nader@rileydever.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $0 to $50,000

The petition was signed by Christian Tosi, president.

The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.


REGATTA PROPERTY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Regatta Property Management, LLC
        183 Tedesco Street
        Marblehead, MA 01945

Case No.: 16-11886

Chapter 11 Petition Date: May 18, 2016

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Hon. Joan N. Feeney

Debtor's Counsel: George J. Nader, Esq.
                  RILEY & DEVER, P.C.
                  Lynnfield Woods Office Park
                  210 Broadway, Suite 101
                  Lynnfield, MA 01940-2351
                  Tel: (781) 581-9880
                  Fax: (781) 581-7301
                  E-mail: nader@rileydever.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Christian Tosi, managing member.

The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.


REPUBLIC AIRWAYS: Committee Wins OK to Retain SkyWorks as Advisor
-----------------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York authorized the Official Committee of Unsecured
Creditors of Republic Airways Holdings Inc., et al., to retain
SkyWorks Capital, LLC, as co-financial advisor to the Committee,
nunc pro tunc to March 4, 2016.

The Committee requires Skyworks to:

   (a) assess the Debtors' business and operations (including
       financial implications related thereto);

   (b) analyze the Debtors' aircraft fleet and fleet plan,
       including in relation to proposed negotiations of aircraft
       financing arrangements and section 1110 elections;

   (c) analyze the Debtors' fleet maintenance conditions,
       maintenance forecast and heavy maintenance contracts;

   (d) analyze claims arising from section 1110 elections;

   (e) assist with identifying and implementing aircraft
       redeployment opportunities and/or asset divestitures;

   (f) analyze the assumption and rejection issues regarding
       maintenance contracts and other executory contracts and
       leases;

   (g) assess the implications of restructuring activities on
       residual value guarantees;

   (h) analyze business implications and potential claims arising
       from modifications to Capacity Purchase Agreements;

   (i) expert testimony and written reports as may be requested
       by the Committee in support of services provided herein;
       and

   (j) provide such other advisory services with respect to the
       Company's financial issues as may from time to time be
       agreed upon between the Committee and SkyWorks.

SkyWorks will be paid at these hourly rates:

      Level                                     Hourly Rate
      -----                                     -----------
      Managing Director                          $1,050
      Senior Vice President                       $900
      Vice President                              $675
      Associate (Senior)                          $550
      Associate (Junior)                          $475
      Analyst (Senior)                            $400
      Analyst (Junior)                            $300

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

                     About Republic Airways

Republic Airways Holdings Inc., based in Indianapolis, is an
airline holding company (NASDAQ: RJET) that owns Republic Airline
and Shuttle America Corporation. Republic Airline and Shuttle
America -- http://www.rjet.com/-- offer approximately 1,000
flights daily to 105 cities in 38 states, Canada, the Caribbean,
and the Bahamas through Republic's fixed-fee codeshare agreements
under our major airline partner brands of American Eagle, Delta
Connection and United Express. The airlines currently employ about
6,000 aviation professionals.

On Feb. 25, 2016 Republic Airways Holdings Inc. and 6 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of New York. The Debtors
have requested that their cases be jointly administered under Case
No. 16-10429. The petitions were signed by Joseph P. Allman as
senior vice president and chief financial officer. Judge Sean H.
Lane has been assigned the cases.

As of Jan. 31, 2016, on a consolidated basis, Republic had assets
and liabilities of $3,561,000,000 and $2,971,000,000 (unaudited),
respectively.

Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are
serving as Republic's legal advisors in the restructuring. Seabury
Group LLC is serving as financial advisor. Deloitte & Touche LLP is
the independent auditor. Prime Clerk is the claims and noticing
agent.

The U.S. Trustee for Region 2 appointed seven creditors of Republic
Airways Holdings Inc. to serve on the official committee of
unsecured creditors.  The Committee retained Morrison & Foerster
LLP as attorneys and Imperial Capital, LLC, as investment banker
and co-financial advisor.


REPUBLIC AIRWAYS: Court Refuses to Stay Rulings on Delta Agreements
-------------------------------------------------------------------
In the case captioned AD HOC COMMITTEE OF EQUITY HOLDERS OF
REPUBLIC AIRWAYS HOLDINGS INC., Appellant, v. REPUBLIC AIRWAYS
HOLDINGS INC., et al., Appellees, No. 16-cv-3315 (KBF) (S.D.N.Y.),
Judge Katherine B. Forrest of the United States District Court for
the Southern District of New York denied the motion for a temporary
restraining order and a stay pending appeal by the Ad Hoc Committee
of Equity Holders of Republic Airways Holdings Inc. from an order
of the bankruptcy court dated May 3, 2016.

The bankruptcy court's order granted the debtors' motion pursuant
to Sections 363(b), 363(m), and 365(a) of the Bankruptcy Code and
Bankruptcy Rules 6004, 6006 and 9019 for authorization to (i)
assume codeshare and related agreements, as amended, with Delta Air
Lines, Inc., (ii) lease certain property of the estate and (iii)
settle claims between Delta and the debtors.

The Ad Hoc Committee's motion is opposed by the debtors, Delta, and
the Official Committee of Unsecured Creditors.  In the absence of a
TRO and/or stay, the transactions authorized by the bankruptcy
court's order become effective at 12:01 p.m. on Friday, May 6,
2016.

Judge Forrest found that the Ad Hoc Committee has failed to make a
sufficient showing as to each of the elements necessary to entitle
it to the preliminary relief that it seeks.  

A full-text copy of Judge Forrest's May 6, 2016 opinion and order
is available at https://is.gd/OFRnaw from Leagle.com.

Ad Hoc Committee of Equity Holders of Republic Airways Holdings
Inc., Appellant, is represented by:

          David M. Hillman, Esq.
          Lawrence Victor Gelber, Esq.
          SCHULTE ROTH & ZABEL LLP
          919 Third Avenue (between 55th & 56th)
          New York, NY 10022
          Tel: (212)756-2000
          Fax: (212)593-5955
          Email: david.hillman@srz.com
                 lawrence.gelber@srz.com

Republic Airways Holdings Inc., Appellee, is represented by:

          Bruce Robert Zirinsky, Esq.
          Gary D. Ticoll, Esq.
          GREENBERG TRAURIG, LLP
          MetLife Building
          200 Park Avenue
          New York, NY 10166
          Tel: (212)801-9200
          Fax: (212)801-6400

            -- and --

          Christopher K. Kiplok, Esq.
          Meaghan Christina Gragg, Esq.
          HUGHES HUBBARD & REED LLP
          One Battery Park Plaza
          New York, NY 10004-1482
          Tel: (212)837-6000
          Fax: (212)422-4726
          Email: chris.kiplok@hugheshubbard.com
                 meaghan.gragg@hugheshubbard.com

Delta Airlines, Inc., Appellee, is represented by:

          Marshall Scott Huebner, Esq.
          Michael Joseph Russano, Esq.
          DAVIS POLK & WARDWELL LLP
          450 Lexington Avenue
          New York, NY 10017
          Tel: (212)450-4000
          Fax: (212)701-5800
          Email: marshall.huebner@davispolk.com
                 michael.russano@davispolk.com

Delta Air Lines Inc.,, Appellee, is represented by:

          Darren S. Klein, Esq.
          DAVIS POLK & WARDWELL LLP
          450 Lexington Avenue
          New York, NY 10017
          Tel: (212)450-4000
          Fax: (212)701-5800
          Email: darren.klein@davispolka.com

                    About Republic Airways

Republic Airways Holdings Inc., based in Indianapolis, is an
airline holding company (NASDAQ: RJET) that owns Republic Airline
and Shuttle America Corporation. Republic Airline and Shuttle
America -- http://www.rjet.com/-- offer approximately 1,000
flights daily to 105 cities in 38 states, Canada, the Caribbean,and
the Bahamas through Republic's fixed-fee codeshare agreements under
our major airline partner brands of American Eagle, Delta
Connection and United Express. The airlines currently employ about
6,000 aviation professionals.

On Feb. 25, 2016 Republic Airways Holdings Inc. and 6 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of New York. The Debtors
have requested that their cases be jointly administered under Case
No. 16-10429. The petitions were signed by Joseph P. Allman as
senior vice president and chief financial officer. Judge Sean H.
Lane has been assigned the cases.

As of Jan. 31, 2016, on a consolidated basis, Republic had assets
and liabilities of $3,561,000,000 and $2,971,000,000 (unaudited),
respectively.

Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are
serving as Republic's legal advisors in the restructuring. Seabury
Group LLC is serving as financial advisor. Deloitte & Touche LLP is
the independent auditor. Prime Clerk is the claims and noticing
agent.

The U.S. Trustee for Region 2 appointed seven creditors of Republic
Airways Holdings Inc. to serve on the official committee of
unsecured creditors. The Committee retained Morrison & Foerster LLP
as attorneys and Imperial Capital, LLC, as investment banker and
co-financial advisor.


REPUBLIC AIRWAYS: Says $75MM DIP from Delta Necessary
-----------------------------------------------------
Republic Airways Holdings Inc., et al., filed with the U.S.
Bankruptcy Court for the Southern District of New York their
omnibus reply to objections to motion for authority to obtain
postpetition financing, to grant liens and superpriority
administrative expense status, and to modify the automatic stay.

Bruce R. Zirinsky, Esq., Zirinsky Law Partners PLLC, in New York --
bzirinsky@zirinskylaw.com -- contends that Republic's proposed
$75,000,000 debtor in possession financing facility, along with the
integrated settlements and amended agreements that are the subject
of the Assumption and Lease Motion (collectively, the "Delta
Transaction"), represent Republic's first major step toward the
achievement of its goals in these chapter 11 cases and its
successful reorganization.

Mr. Zirinsky asserts that under the Delta Transaction, Republic
reaps the immediate and substantial benefits of significant
improvement in revenues and profitability along with access to
liquidity under the DIP Credit Agreement on highly favorable terms
that include an impressively low rate of interest, minimal fees,
and significant borrowing flexibility.  With this financing, he
points out the Delta Transaction promotes the orderly restoration
of service and allows Republic to attract and retain pilots and
other essential employees while it winds down its costly small jet
flying and rebuilds its scheduled flying of larger jets, ultimately
enhancing Republic's enterprise value.

The financing available under the DIP Credit Agreement is
particularly critical at this time, as the statutory deadline for
Republic to determine which aircraft to retain is imminent and the
busy summer flying season, for which fleet planning must be fixed
months in advance, rapidly approaches, Mr. Zirinsky further
contends.  He insists that any further delay will seriously
jeopardize Republic's prospects for a prompt and successful
reorganization.

                     About Republic Airways

Republic Airways Holdings Inc., based in Indianapolis, is an
airline holding company (NASDAQ: RJET) that owns Republic Airline
and Shuttle America Corporation. Republic Airline and Shuttle
America -- http://www.rjet.com/-- offer approximately 1,000
flights daily to 105 cities in 38 states, Canada, the Caribbean,
and the Bahamas through Republic's fixed-fee codeshare agreements
under our major airline partner brands of American Eagle, Delta
Connection and United Express. The airlines currently employ about
6,000 aviation professionals.

On Feb. 25, 2016 Republic Airways Holdings Inc. and 6 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of New York. The Debtors
have requested that their cases be jointly administered under Case
No. 16-10429. The petitions were signed by Joseph P. Allman as
senior vice president and chief financial officer. Judge Sean H.
Lane has been assigned the cases.

As of Jan. 31, 2016, on a consolidated basis, Republic had assets
and liabilities of $3,561,000,000 and $2,971,000,000 (unaudited),
respectively.

Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are
serving as Republic's legal advisors in the restructuring. Seabury
Group LLC is serving as financial advisor. Deloitte & Touche LLP is
the independent auditor. Prime Clerk is the claims and noticing
agent.

The U.S. Trustee for Region 2 appointed seven creditors of Republic
Airways Holdings Inc. to serve on the official committee of
unsecured creditors.  The Committee retained Morrison & Foerster
LLP as attorneys and Imperial Capital, LLC, as investment banker
and co-financial advisor.


RESPONSE BIOMEDICAL: Incurs C$1.25 Million Net Loss in 1st Quarter
------------------------------------------------------------------
Response Biomedical Corp. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
and comprehensive loss of C$1.25 million on C$2.20 million of total
revenue for the three months ended March 31, 2016, compared to a
net loss and comprehensive loss of C$1.10 million on C$3.54 million
of total revenue for the same period in 2015.

As of March 31, 2016, Response Biomedical had C$9.96 million in
total assets, C$11.7 million in total liabilities and a total
shareholders' deficit of $1.69 million.

As of March 31, 2016, the Company had a working capital deficit.
Included in current liabilities is a warrant liability that is
required to be measured at fair value and is presented as a current
liability in accordance with ASC 815.  Each warrant may only be
exercised on a net cashless exercise basis and no warrant may be
exercised at a time when the exercise price equals or exceeds the
current market price.  As a result, the potential settlement of any
warrant does not require any cash disbursement. Without taking into
account the warrant liability mentioned above, the Company’s
working capital as at March 31, 2016, is negative $1.3 million
(December 31, 2015 - negative $1.0 million).  The decrease of $0.3
million during the three months ended March 31, 2016 is primarily
due to the cash used in operating and investing activities.

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

                     https://is.gd/dPpJQd

                   About Response Biomedical
  
Based in Vancouver, Canada, Response Biomedical Corporation
develops, manufactures and sells diagnostic tests for use with its
proprietary RAMP(R) System, a portable fluorescence immunoassay-
based diagnostic testing platform.  The RAMP(R) technology
utilizes a unique method to account for sources of error inherent
in conventional lateral flow immunoassay technologies, thereby
providing the ability to quickly and accurately detect and
quantify an analyte present in a liquid sample.  Consequently, an
end-user on-site or in a point-of-care setting can rapidly obtain
important diagnostic information.  Response Biomedical currently
has thirteen tests available for clinical and environmental
testing applications and the Company has plans to commercialize
additional tests.

Response Biomedical reported a net loss and comprehensive loss of
C$5.99 million in 2013, a net loss and comprehensive loss of C$5.28
million in 2012 and a net loss and comprehensive loss of C$5.37
million in 2011.

PricewaterhouseCoopers LLP, in Vancouver, Canada, in its report on
the consolidated financial statements for the year ended Dec. 31,
2014, noted that the company has incurred recurring losses from
operations and has an accumulated deficit at Dec. 31, 2014, which
raises substantial doubt about its ability to continue as a going
concern.


RGL RESERVOIR: Moody's Lowers CFR to Caa3, Outlook Negative
-----------------------------------------------------------
Moody's Investor's Services, has downgraded RGL Reservoir
Management's Probability of Default Rating to Caa3-PD/LD from
Caa2-PD, Corporate Family Rating (CFR) to Caa3 from Caa2 and its
first lien revolver, US$297 million term loan, to Caa3 from Caa1.
The ratings on the 2nd Lien term loan were withdrawn.  The
Speculative Grade Liquidity Rating was lowered to SGL-4 from SGL-3.
The rating outlook stays negative.

The appending of the PDR with an "/LD" designation indicates
limited default, reflecting the recent closing of the company's
exchange of approximately C$140 million of its second lien term
loan for C$55 million to first lien debt and shares and warrants.
Moody's views the exchange as a distressed exchange, which is a
default under Moody's definition of default.  The "/LD" designation
will be removed after one business days.

"The downgrade reflects the weak liquidity driven by falling EBITDA
and significant negative free cash flow expected in 2016 and 2017,"
said Paresh Chari, Moody's Analyst.  "The company won't be able to
cover its basic requirements from its cash flow from operations and
will tap into its cash balances which will be exhausted in 2017."

Downgrades:

Issuer: RGL Reservoir Management Inc.

  Probability of Default Rating, Downgraded to Caa3-PD /LD from
   Caa2-PD

  Corporate Family Rating, Downgraded to Caa3 from Caa2

  Senior Secured Bank Credit Facility, Downgraded to Caa3(LGD3)
   from Caa1(LGD3)

Ratings Lowered:

  Speculative Grade Liquidity Rating, Lowered to SGL-4 from SGL-3

Outlook Actions:

Issuer: RGL Reservoir Management Inc.

  Outlook, Remains Negative

                         RATINGS RATIONALE

The Caa3 Corporate Family Rating reflects RGL's negligible EBITDA
and significant negative free cash flow in 2016 and 2017,
unsustainable capital structure, weak liquidity, concentration in
one market (Canadian bitumen and heavy oil), currently limited
product mix (primarily slotted and seamed liners), and small size.
These challenges outweigh the benefits of the company's patents
that create high barriers to entry for competing products in
Canada.

Under Moody's Loss Given Default (LGD) Methodology, the pari-passu
revolving credit facility and US$297 million first lien term loan
are all rated Caa3, in line with the CFR.

RGL's SGL-4 Speculative Grade Liquidity Rating reflects weak
liquidity through March 31, 2017.  At April 22, 2016, RGL had about
C$79 million of cash.  The company has fully drawn its revolver,
which matures in August 2021 but for about
US$5.6 million that matures in August 2019.  Moody's expects
negative free cash flow of approximately C$50 million through March
31, 2017 to be funded with cash.  Alternate sources of liquidity
are limited as its assets are pledged as collateral to the secured
credit facilities and RGL has a very small tangible asset base.

The negative outlook reflects RGL's weak liquidity and untenable
capital structure that heightens the risk of default.

The ratings could be downgraded if RGL is unable to make interest
payments, files for creditor protection or restructures its debt.

The ratings could be upgraded if RGL's liquidity improves and if
EBITDA to interest was expected to trend towards 1x.

RGL is a privately owned, sand control oil field services company
based in Calgary and Leduc, Alberta, with operations in Colombia,
Oman and California.  RGL primarily serves Canadian bitumen and
heavy oil producers by supplying them with slotted and seamed
liners.

The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in December 2014.


RICOCHET ENERGY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                      Case No.
     ------                                      --------
     Ricochet Energy, Inc.                       16-51148
     c/o Michael G. Colvard
     Martin & Drought, P.C.
     Bank of America Plaza, 25th Floor
     300 Convent Street
     San Antonio, TX 78205

     Ricochet Interests, Ltd.                    16-51149
     c/o Michael G. Colvard
     Martin & Drought, P.C.
     Bank of America Plaza 25th Floor
     300 Convent Street
     San Antonio, TX 78205

Chapter 11 Petition Date: May 18, 2016

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


Debtors' Counsel: Michael G. Colvard, Esq.
                  MARTIN & DROUGHT, PC  
                  2500 Bank of America Plaza
                  300 Convent St
                  San Antonio, TX 78205
                  Tel: (210) 227-7591
                  Email: mcolvard@mdtlaw.com

                                           Estimated   Estimated
                                            Assets    Liabilities
                                          ----------  -----------
Ricochet Energy, Inc.                     $1MM-$10MM  $1MM-$10MM
Ricochet Interests                       $10MM-$50MM  $1MM-$10MM

The petition was signed by Jerry L. Hamblin, president and CEO.

A. List of Ricochet Energy's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Edde Ventures, LP                  Account Balance     $1,617,807
dba Edde Drillg Services, LLC
P.O. Box 4966
Victoria, TX 77903

Newpark Drilling Fluids, LLC       Account Balance     $1,084,525
P.O. Box 973167
Dallas, TX 75397-3167

Pyramid Tubular Products, Inc.     Account Balance     $1,041,633
P.O. Box 301604
Dallas, TX 75303-1604

K-C Lease Service, Inc.            Account Balance       $589,591
P.O. Box 428
Louise, TX 77455

Halliburton Energy Serv. Inc.      Account Balance       $449,426
P.O. Box 301341
Dallas, TX 75303-1341

D A M Services, Inc.               Account Balance       $411,452
P.O. Box 611
El Camp, TX 77437-0611

Ermis Vacuum Service, LLC          Account Balance       $360,692
P.O. Box 1543
El Campo, TX 77437

Nova Directional, Inc.             Account Balance       $305,259
P.O. Box 1862
Cypress, TX 77410

Gulf Coast Lease Service, Inc.     Account Balance       $166,424

Cross Roads Oil FLD Supply, Lt     Account Balance       $154,713

Energy Gas Compression, Ltd      Account Balance         $134,170

Baker Hughes Operation           Account Balance         $131,333

Maxum Oilfield Rental, LLC       Account Balance         $112,964

Maxum Enterprises, LLC           Account Balance         $112,964

Canary, LLC                      Account Balance         $106,740

Mangum's Oilfield Services, IN   Account Balance         $103,981

Exterran Energy Solutions, LP    Account Balance          $87,592

Spidle Turbeco Inc.              Account Balance          $79,439

Schlumberger Technology Corp.    Account Balance          $77,732

Ciscon Services, USA, Inc.       Account Balance          $66,012

B. List of Richochet Interests' Largest Unsecured Creditor:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Ricochet Energy, Inc.              Joint Interest     $2,700,000
1611 Shavano                          Billings
San Antonio, TX 78249


RIO CONSTRUCTION: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Rio Construction Services,
LLC.

In a May 17 filing with the U.S. Bankruptcy Court in Colorado, the
Office of the U.S. Trustee disclosed that "there were too few
unsecured creditors" who are willing to serve on a creditors'
committee.

Rio Construction Services, LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Colo. Case No. 16-13130) on April
4, 2016.  The Debtor is represented by Aaron A Garber, Esq.


RIVERSIDE PLAZA: Can Use Cash to Pay Breugelmans on Interim Basis
-----------------------------------------------------------------
Riverside Plaza Developers LLC balked at UCF I Trust 1's move to
further delay the evidentiary hearing on the issue of whether the
Debtor may use cash collateral to pay management fee to John
Breugelmans.  The Debtor argues that UCF has been attacking
Breugelmans in virtually every conceivable way since the Petition
Date, and now, UCF is making Breugelmans suffer financially by
refusing to authorize the use of cash collateral to pay modest
management fees to Breugelmans and to fund retainers for the
Debtor's professionals, despite the fact that UCF is adequately
protected.

UCF has complained that the Debtor has continually been advancing
Breugelmans' interest to the detriment of the Debtor's creditors
and interest holders when supposedly, this bankruptcy case is all
about the Debtor, and it is incumbent upon the Debtor to ensure
that UCF's collateral is adequately protected. Since the Debtor has
not and cannot offer any protection to UCF, the Debtor can use cash
collateral only with UCF's consent, and as explained in UCF's
earlier briefs, its cash collateral cannot be used to pay estate
professionals, more so to Breugelmans, particularly because the
Debtor has not filed an application to retain Breugelmans, has not
made the necessary disclosures, and has not explained how
Breugelmans is disinterested, and without an order approving his
employment, Breugelmans cannot simply be paid: he will need to file
fee applications like any other professional.

In an effort to reach an amicable resolution of this dispute, the
Debtor will agree to a brief continuance of the evidentiary hearing
so UCF can conduct as much discovery as its desires, provided,
however, that UCF immediately authorizes the use of cash collateral
to pay Breugelmans for the services that he has provided to the
Debtor since the Petition Date.

Consequently, the Parties have reached an interim agreement as to
the Disputed Issue, such that the Bankruptcy Court for the Northern
District of Illinois, Eastern Division grants the Debtor authority
to use the Cash collateral to pay Breugelmans management fee equal
to 4% of gross rents actually collected in March, April and May
2016, as reasonably confirmed to UCF prior to any payment with
reasonable documentation such as rent rolls and bank statements.

The hearing on the Cash Collateral Motion is continued to May 12,
2016, while the Disputed Issue has been scheduled to be heard on
June 2, 2016, the pre-trial status hearing on the Disputed Issue
will be at 11:00 a.m., followed by an evidentiary hearing on the
Disputed Issue at 2:00 p.m., along with the hearing on UCF's motion
for relief from the automatic stay.

A full-text copy of the Agreed Interim Cash Collateral Order dated
May 6, 2016 is available at
http://bankrupt.com/misc/RIVERSIDEPLAZA0506InterimCashCollOrder.pdf

Riverside Plaza Developers LLC is represented by:

       Neal L. Wolf, Esq.
       John A. Benson, Jr., Esq.
       TETZLAFF LAW OFFICES, LLC
       227 W. Monroe Street, Suite 3650
       Chicago, IL 60606
       Telephone: (312)574-1000
       Facsimile: (312)574-1001
       E-mail: nwolf@tetzlafflegal.com
               jbenson@tetzlafflegal.com

UCF I Trust 1 is represented by:

       William J. Factor, Esq.
       Sara E. Lorber, Esq.
       Jeffrey K. Paulsen, Esq.
       FACTORLAW
       105 W. Madison Street, Suite 1500
       Chicago, IL 60602
       Telephone: (847) 239-7248
       Facsimile: (847) 574-8233
       E-mail: wfactor@wfactorlaw.com
               slorber@wfactorlaw.com
               jpaulsen@wfactorlaw.com

                      About Riverside Plaza

Riverside Plaza Developers, LLC, based in North Barrington,
Illinois, filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 16-08747) on March 14, 2016.  Riverside Plaza Developers
indicated in its petition that it is a Single Asset Real Estate
debtor.

Judge Jack B. Schmetterer presides over the case.  The Debtor is
represented by Neal L Wolf, Esq., at TETZLAFF LAW OFFICES, LLC.

The petition was signed by Mary Christine Misik, manager.


RIVERSIDE PLAZA: Lender Pursues Stay Relief or Case Dismissal
-------------------------------------------------------------
UCF I Trust 1 requests that the Bankruptcy Court lift the automatic
stay immediately or, in the alternative, dismiss Riverside Plaza
Developers LLC's Chapter 11 case so that UCF can continue its
non-bankruptcy enforcement measures because the Debtor's case has
all of the indicia of bad faith.

According to UCF, there is no equity in the Debtor's Property
considering that the Debtor -- who self-identified its case as a
single asset real estate case -- has an outstanding indebtedness to
UCF amounting to $14.6 million, while the Property is only worth
$13.25 million, which is significantly less than the debt to UCF,
and therefore, UCF is under-secured.

While UCF claims that it is entitled to adequate protection for
although the Debtor has granted UCF a security interest in its
rents, the rents from the Property are declining in value because
the Debtor now wants to use that collateral rent to fund its
operations and pay its chapter 11 administrative expenses, and the
Debtor has no other asset or income to pay adequate protection
from, so it proposes only to grant a meaningless replacement lien
on post-petition rents, which provides no protection at all.

UCF further explains that the Debtor cannot confirm a
reorganization plan: (a) without subjecting its equity to
competitive bidding, in which case UCF would credit bid its debt to
acquire the Debtor's equity, obtaining all of the Debtor's assets
and leaving it nothing to reorganize and no means to do so, (b) to
the extent UCF does not make an election to credit bid and holds a
deficiency claim, UCF's unsecured claim will dwarf the other
unsecured creditors, particularly when insiders are disregarded,
thereby precluding confirmation of any plan, (c) the Debtor does
not have sufficient cash flow to implement any plan, and (d) the
Debtor will be unable to propose a plan in good faith since the
Debtor is being manipulated and controlled by John Breugelmans, who
has no ownership interest in the Debtor.

Moreover, UCF describes that Breugelmans has been using Mary
Christine Misik's money and her balance sheet to promote his own
agenda and self-interest, and Breugelmans has consistently been
blocking UCF from communicating directly with Misik to discuss the
settlement of the Debtor's debt, as well as Misik's personal
liability on a guaranty.

UCF I Trust 1 is represented by:

         William J. Factor, Esq.
         Sara E. Lorber, Esq.
         Jeffrey K. Paulsen, Esq.
         FACTORLAW
         105 W. Madison Street, Suite 1500
         Chicago, IL 60602
         Telephone: (847) 239-7248
         Facsimile: (847) 574-8233
         E-mail: wfactor@wfactorlaw.com
                 slorber@wfactorlaw.com
                 jpaulsen@wfactorlaw.com

                      About Riverside Plaza

Riverside Plaza Developers, LLC, based in North Barrington,
Illinois, filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 16-08747) on March 14, 2016.  Riverside Plaza Developers
indicated in its petition that it is a Single Asset Real Estate
debtor.

Judge Jack B. Schmetterer presides over the case.  The Debtor is
represented by Neal L Wolf, Esq., at TETZLAFF LAW OFFICES, LLC.

The petition was signed by Mary Christine Misik, manager.


S-3 PUMP SERVICE: Bid to Secure Indebtedness From FleetCor OK'd
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
authorized, on a final basis, S-3 Pump Service, Inc., to enter into
a certain credit relationship with FleetCor Technologies Operating
Company, LLC, to finance the Debtor's purchase of gasoline and
diesel fuel.

The Court also directed the Debtor to provide a $30,000 security
deposit to FleetCor.

As previously reported by The Troubled Company Reporter, the Debtor
relates that due to the far-flung territory over which Debtor
performs its services and the size of its periodic fuel purchases,
the Debtor historically financed its fuel purchases in the ordinary
course of its business through a longstanding financing arrangement
with Fleetcor, under which Fleetcor arranged for the issuance to
the Debtor of multiple MasterCard fuel credit cards, which were
utilized by Debtor's crews and drivers for fuel purchases.  The
Debtor further relates that historically, it fully paid all charges
under the Fuel Cards within 30 days.

Fleetcor has required that the Debtor execute a new credit
application, on substantially similar terms to the pre-petition
financing terms, and additionally post a security deposit in
certified funds with Fleetcor as conditions to Fleetcor's
willingness to finance fuel purchases for Debtor on a
post-petition
basis.

Specifically, Fleetcor is offering to deliver Fuel Cards to the
Debtor for fuel purchases on the following terms:

     (a) Service fee of not more than 2% of charges;

     (b) Interest rate: None;

     (c) Maturity: Debtor will pay all fuel purchase charges
within
14 days following each 30 day billing cycle; and

     (d) Events of default: Failure to pay the charges within 30
days, thereby entitling Fleetcor to exercise rights against the
Debtor's Security Deposit.

Fleetcor is requiring that Debtor deliver to Fleetcor a security
deposit in certified funds of not less than the amount to be
financed by Fleetcor, as a condition to Fleetcor's agreeing to
this
proposed financing arrangement.

The Debtor anticipates that its monthly fuel purchases will total
approximately $20,000 per month.  The Debtor proposes to post with
Fleetcor a Security Deposit in the amount of $30,000.

The Debtor contends that an immediate need exists for the Debtor
to
obtain funds in order to purchase gasoline and diesel fuel to
continue its business operations.  Absent such financing, the
Debtor has no means to purchase fuel, except by coordinating the
weekly hand delivery of thousands of dollars of cash to its
various
drivers at locations hundreds of miles away from the Debtor's
business office in Shreveport.  If it cannot promptly purchase the
necessary fuel to move its crews and equipment to new jobsites,
the
Debtor will be unable to generate the revenues needed to continue
its business operations, and Debtor's business reputation among
its
customers will face irreparable damage.

A copy of the Final Order is available for free at
https://is.gd/dhRvI0

                      About S-3 Pump Service

S-3 Pump Service, Inc., provider of high pressure pumping service,
filed a Chapter 11 bankruptcy petition (Bankr. W.D. La. Case No.
16-10383) on March 4, 2016.  The petition was signed by Malcolm H.
Sneed, III, the president.  The Debtor estimated assets and debt in
the range of $10 million to $50 million.  Blanchard, Walker, O'Quin
& Roberts serves as the Debtor's counsel.  Judge Jeffrey P. Norman
is assigned to the case.


SABBATICAL INC: Case Summary & 13 Unsecured Creditors
-----------------------------------------------------
Debtor: Sabbatical, Inc.
        1415 4th Avenue
        Huntington, WV 25701

Case No.: 16-30247

Chapter 11 Petition Date: May 18, 2016

Court: United States Bankruptcy Court
       Southern District of West Virginia (Huntington)

Judge: Hon. Frank W. Volk

Debtor's Counsel: S Taylor Hood, Esq.
                  OFFUTT NORD BURCHETT PLLC
                  949 third Avenue, Suite 300
                  PO Box 2868
                  Huntington, WV 25728
                  Tel: 304 529 2868
                  E-mail: sthood@onblaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Dennis J. Johnson, president.

A list of the Debtor's 13 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wvsb16-30247.pdf


SAMMY EL JAMAL: U.S. Trustee Appoints Creditors' Committee
----------------------------------------------------------
The U.S. trustee for Region 2 on May 18 filed an amended notice of
appointment of Sammy El. Jamal's official committee of unsecured
creditors.

The Justice Department's bankruptcy watchdog announced that it
appointed these creditors to serve on the committee:

     (1) Brent Coscia
         c/o Oxman Tulis Kirkpatrick Whyatt & Geiger LLP
         120 Bloomingdale Road
         White Plains, New York 10605
         Tel: (914) 422-3900
         Attn: Marc S. Oxman, Esq.

     (2) JMM Fuelco, LLC
         4 Dolma Road
         Scarsdale, New York 10583
         Tel: (914) 701-0800
         Attn: Mr. James Weil, Managing Member

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.

Sammy El. Jamal sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 15-22872) on June 18,
2015.


SANDRIDGE ENERGY: S&P Lowers CCR to 'D' on Chapter 11 Filing
------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
Oklahoma-based SandRidge Energy Inc. to 'D' from 'CCC-'.  At the
same time, S&P lowered its issue-level rating on the company's
second-lien term loan to 'D' from 'CCC+' and its issue-level rating
on SandRidge's convertible perpetual preferred stock to 'D' from
'C'.

The recovery rating on the second-lien debt remains '1', reflecting
S&P's expectation of very high (90% to 100%) recovery to
creditors.

The rating action follows SandRidge's announcement that it has
filed voluntary petitions for restructuring under Chapter 11 of the
U.S. Bankruptcy Code.


SDI SOLUTIONS: Section 341 Meeting of Creditors to Be Continued
---------------------------------------------------------------
According to a minute sheet filed by the United States Trustee with
the U.S. Bankruptcy Court for the District of Delaware, a meeting
of creditors in the bankruptcy cases of SDI Solutions LLC, et al.,
was held and continued to an open date.

The court overseeing the bankruptcy case of a company schedules the
meeting of creditors usually about 30 days after the bankruptcy
petition is filed.  The meeting is called the "341 meeting" after
the section of the Bankruptcy Code that requires it.

A representative of the company is required to appear at the
meeting and answer questions under oath.  The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.

                       About SDI Solutions

SDI Solutions LLC and SDI Opco Holdings, LLC sought protection
under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy
Court for the District of Delaware (Delaware) (Bankr. D. Del., Case
Nos. 16-10627 and 16-10628) on March 13, 2016.  The petition was
signed by David Sullivan, chief executive officer.

The cases are jointly administered under Case No. 16-10627.

The Debtors are represented by Stuart M. Brown, Esq., Kaitlin
MacKenzie Edelman, Esq., and Thomas R. Califano, Esq., at DLA Piper
LLP (US). The Debtors tapped Gulf Atlantic Capital Corp. as their
financial advisor and Donlin, Recano & Company Inc. as their claims
and noticing agent.

The Debtors estimated both assets and liabilities in the range of
$10 million to $50 million.


SHEEHAN PIPE LINE: Proposes July 14 Deadline for Filing Claims
--------------------------------------------------------------
Sheehan Pipe Line Construction Co. has filed a motion seeking court
approval to establish July 14, 2016, as the deadline for creditors
to file a proof of their claims against the company.

This deadline is called a "bar date" because it means that
creditors who come forward after that date may be "barred" from
ever filing a claim against the company.   

In the same filing, Sheehan Pipe Line also proposed to establish
the later of the bar date or the date that is 180 days after the
company's April 15 bankruptcy filing as the deadline for government
units to file a proof of their claims.

                    About Sheehan Pipe Line

Sheehan Pipe Line Construction Company, a contractor that
constructs pipelines in various states across the country, filed a
voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the Northern
District of Oklahoma (Case No. 16-10678) on April 15, 2016, listing
total assets of $90.2 million and total debt of $68.4 million.  

The petition was signed by Robert A. Riess, Sr., as president and
CEO. McDonald, McCann & Metcalf & Carwile, LLP, serves as counsel
to the Debtor.  The case is pending before Judge Terrence L.
Michael.


SHORE LANDS: Case Summary & 10 Unsecured Creditors
--------------------------------------------------
Debtor: Shore Lands, LLC
        8694 Commerce Drive, Suite 1
        Easton, MD 21601

Case No.: 16-16833

Chapter 11 Petition Date: May 18, 2016

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Hon. Thomas J. Catliota

Debtor's Counsel: Paul Sweeney, Esq.
                  YUMKAS, VIDMAR, SWEENEY & MULRENIN, LLC
                  10211 Wincopin Circle, Suite 500
                  Columbia, MD 21044
                  Tel: (443) 569-5972
                  Fax: (410) 571-2798
                  Email: psweeney@yvslaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Theodore B. Passyn, managing member.

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mdb16-16833.pdf


SIRIUS INTERNATIONAL: Fitch Cuts Preference Shares Ratings to 'BB+'
-------------------------------------------------------------------
Fitch Ratings has downgraded Sirius International Insurance Group,
Ltd.'s (Sirius) Issuer Default Rating (IDR) to 'BBB' from 'BBB+',
senior debt rating to 'BBB-' from 'BBB', and operating subsidiaries
Insurer Financial Strength (IFS) ratings to 'A-' from 'A', and
removed all ratings from Rating Watch Negative.  The Rating Outlook
is Stable.

KEY RATING DRIVERS

Fitch's downgrade is concurrent with the acquisition of Sirius by
China Minsheng Investment Co., Ltd. (CMI) for approximately $2.6
billion. CMI is a private investment company founded in May 2014 by
59 different corporate members from China, and is unrated.

The downgrade was based on the new ownership, which Fitch views as
less strategic than that of the prior owner, at a lower level of
credit quality and by a company with a limited track record. This
creates added uncertainties with respect to Sirius' financial
flexibility and access to capital if needed, and business and
operating profile, until there is a period of seasoning under CMI
ownership.

Favorably, this transaction offers Sirius a better opportunity to
grow and expand business in Asia, a market that management has
previously targeted for expansion. Moderate growth in Asia would
likely be viewed positively, though overly fast growth could be a
rating negative.

Underpinning Fitch's ratings is an expectation that under CMI,
Sirius' operating performance and capital metrics will not
significantly deviate from historical levels.

The ratings also reflect Fitch's current negative sector outlook on
global reinsurance, as the fundamentals of the reinsurance sector
have deteriorated with declining premium pricing and weakening of
terms and conditions across a wide range of lines.

RATING SENSITIVITIES

Key rating triggers that could lead to a downgrade or change to a
Negative Outlook to Sirius Group's ratings are:

-- Significant changes to the operating profile or investment
    portfolio that increases risk or reduces liquidity;
-- Sizable deterioration in capitalization;
-- Financial leverage maintained above 32%.

Key rating triggers that could lead to an upgrade of Sirius Group's
ratings include:

-- Seasoning of ownership by CMI without any adverse
    consequences, or perceived weakening in CMI credit profile;
-- Improvement in competitive market position while continuing to

    produce favorable operating results in the challenging
    reinsurance environment.

FULL LIST OF RATING ACTIONS

Fitch has downgraded the following ratings removed from Rating
Watch Negative and assigned a Stable Outlook:

Sirius International Group, Ltd.
-- IDR to 'BBB' from 'BBB+';
-- $400 million 6.375% due March 20, 2017 to 'BBB-' from 'BBB';
-- $250 million perpetual non-cumulative preference shares to
    'BB+' from 'BBB-'.

Sirius International Insurance Corporation
Sirius America Insurance Company
-- IFS to 'A-' from 'A'.


SIRIUS XM: Moody's Rates New $750MM Unsec. Notes Issuance 'Ba3'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Sirius XM Radio
Inc.'s proposed $750 million issuance of senior unsecured notes.
Net proceeds will be used for general corporate purposes including
the repayment of outstanding advances under the company's unrated
$1.75 billion senior secured revolving credit facility ($600
million outstanding as of March 31, 2016). The company's Ba3
Corporate Family Rating (CFR), Ba3-PD Probability of Default Rating
and SGL-1 liquidity rating remain unchanged. The outlook is
stable.

Assignments:

Issuer: Sirius XM Radio Inc.

-- Sr Unsecured Notes due 2026, Assigned Ba3 (LGD4)

RATINGS RATIONALE

Sirius' Ba3 corporate family rating incorporates moderate leverage
(3.8x debt-to-EBITDA pro forma for the transaction, including
Moody's standard adjustments) and free cash flow of roughly $1.3
billion in 2015. The company benefits from 35% EBITDA margins
(including Moody's adjustments) with more than 75% free cash flow
conversion, but the bulk of excess cash has been directed to share
buybacks. Ownership by Liberty Media weighs on debt ratings and
presents event risk given Liberty Media's track record for
acquisitions and shareholder friendly transactions. Since December
2012, the company increased debt balances by $3.2 billion to
support $6.9 billion of common stock repurchases under an $8
billion share repurchase program. Despite the consistent increase
in debt-to-EBITDA from 2.8x as of March 31, 2013, leverage ratios
along with other credit metrics remain within its Ba3 rating;
however, ratings are constrained by Moody's expectation that the
company will continue to fund share repurchases by increasing debt
balances to levels approaching its 4.0x reported leverage target.
"Additionally, Moody's expects the pace of revenue growth to be
muted reflecting smaller increases in the delivery of new
automobiles and by 1.8% - 1.9% monthly churn on a larger base of
subscribers," stated Carl Salas, Moody's VP and Sr Credit Officer.

Looking forward, free cash flow will be reduced by higher interest
payments on growing debt balances and by spending on satellite
replacements beginning in the second half of this year followed by
increased tax payments when NOL's are exhausted sometime in 2019.
"Despite the likelihood for higher debt balances to fund
distributions, we believe credit metrics will remain within the Ba3
rating as the self-pay subscriber base and operating performance of
Sirius will be supported over the next 12 months by sustained
deliveries of light vehicles in the U.S. and by subscriber
additions from the used car segment," added Salas. Liquidity is
strong with good availability under the $1.75 billion revolving
credit facility (we expect $600 million outstanding as of
03/31/2016 will be fully repaid) and no significant debt maturities
until 2020. Sirius has positioned itself for enhanced financial
flexibility, and notes issued since the beginning of 2013 are high
yield-lite with no limitations on restricted payments nor debt
issuances. Although the 5.25% notes issued in 2012 came with a 3.5x
leverage ratio incurrence test for restricted payments (other than
what was allowed under its builder basket and carve outs) among
other limitations, these notes were provided collateral in 2014 and
were upgraded to investment grade resulting in the falling away and
permanent termination of these incurrence tests. In November 2013,
Sirius also formed a new holding company with the potential for
being an additional issuer of debt.

Moody's said, "The stable outlook reflects Moody's view that Sirius
will increase its self-pay subscriber base due to sustained demand
for new vehicles in the U.S. and growing availability of satellite
radio in used cars both of which will contribute to higher revenue
and EBITDA. The outlook incorporates Sirius maintaining good
liquidity, even during periods of satellite construction, the
potential for leverage to increase above current levels consistent
with management's 4.0x reported leverage target, and the likelihood
of share repurchases or additional dividends being funded from
revolver advances, new debt issuances, or free cash flow. The
outlook does not incorporate leveraging transactions or a level of
shareholder distributions that would negatively impact liquidity or
sustain debt-to-EBITDA above 4.5x (including Moody's standard
adjustments). Ratings could be downgraded if Moody's expects
debt-to-EBITDA will be sustained above 4.5x (including Moody's
standard adjustments) or if free cash flow generation falls below
targeted levels as a result of subscriber losses due to a
potentially weak economy or migration to competing media services
or due to functional problems with satellite operations. A
weakening of Sirius' liquidity position below expected levels as a
result of share repurchases, dividends, capital spending, or
additional acquisitions could also lead to a downgrade. Ratings
could be upgraded if management demonstrates a commitment to
balance debt holder returns with those of its shareholders. We
would also need assurances that the company will operate in a
financially prudent manner consistent with a higher rating
including a track record for sustaining debt-to-EBITDA below 3.5x
(including Moody's standard adjustments) and free cash flow-to-debt
above 12% even during periods of satellite construction."

Sirius XM Holdings Inc., headquartered in New York, NY, provides
satellite radio services in the United States and Canada. The
company creates and broadcasts commercial-free music; premier
sports talk and live events; comedy; news; exclusive talk and
entertainment; and comprehensive Latin music, sports and talk
programming. SiriusXM services are available in vehicles from every
major car company in the U.S., and programming is also available
online as well as through applications for smartphones and other
connected devices. The company currently holds a 37% interest in
SiriusXM Canada which has more than 2 million subscribers. Sirius
is publicly traded and a controlled company of Liberty Media
Corporation which owns roughly 64% of Sirius common shares. Apart
from Sirius XM Canada, Sirius reported 30.1 million subscribers,
including 24.3 million self-pay subscribers, at the end of March
2016 and generated revenue of $4.7 billion for the trailing 12
months ended March 31, 2016.


SKYHIGH PROPERTY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Skyhigh Property LLC
        PO Box 348480
        Sacramento, CA 95834

Case No.: 16-23223

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: May 17, 2016

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Hon. Robert S. Bardwil

Debtor's Counsel: Howard S. Nevins, Esq.
                  HEFNER, STARK & MAROIS, LLP
                  2150 River Plaza Dr #450
                  Sacramento, CA 95833-3883
                  Tel: (916) 925-6620

Total Assets: $2.06 million

Total Liabilities: $3.86 million

The petition was signed by Ming Le, managing member.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/caeb16-23223.pdf


SPINNERET ACQUISITIONS: Committee Hires Blakeley as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Spinneret
Acquisitions, LLC seeks authorization from the U.S. Bankruptcy
Court for the Northern District of California to retain Blakeley
LLP as counsel for the Committee.

The Committee requires BLLP to:

     a. assist the Committee in its investigation of the acts,
conduct, assets, liabilities and financial condition of the Debtor,
the operation of the Debtor's business, including the formulation
of a plan of reorganization.

     b. advise the Committee as to its duties and powers;

     c. appear on behalf of the Committee at all meetings required
under the guidelines of the Committee;

     d. assist the Committee with respect to the legal
ramifications of any proposed financing or refinancing of real or
personal property;

     e. advise the Committee regarding its rights and duties in
connection with leases and other agreements;

     f. prepare on behalf of the Committee necessary applications,
answers, orders, reports, and other legal papers;

     g. assist the Committee in complying with the requirements of
the Committee;  

     h. negotiate with holders of unsecured claims and to file
objections to such claims, if necessary;

     i. assist the Committee in preparing and presenting to the
Court a disclosure statement and plan of reorganization;

     j. obtain, if appropriate and subject to Court approval,
confirmation of a plan of reorganization; and

     k. perform other legal services as may be required in the
interest of the creditors. Such services may include, if requested,
prosecuting avoidance preference and other recovery actions on
behalf of the estate.

BLLP will be paid at these hourly rates:

     Scott E. Blakeley                 $495
     Ronald A. Clifford                $395
     Other Associates                  $245
     Law Clerk(s)                      $145
     Paralegal(s)                      $145

Ronald A. Clifford, Esq., Blakeley LLP, assured the Court that the
firm does not represent any interest adverse to the Debtors and
their estates, any creditors in accordance with section 327 of the
Bankruptcy Code.

BLLP can be reached at:

        Ronald A. Clifford
        Scott E. Blakeley
        Blakeley LLP
        18500 Von Karman Ave., Ste 530
        Irvine, CA 92612
        Telephone: (949)260-0611
        Facsimile: (949)260-0613
        E-mail: RClifford@BlakeleyLLP.com
                SEB@BlakeleyLLP.com

                 About Spinneret Acquisitions

Spinneret Acquisitions, LLC sought protection under Chapter 11 of
the Bankruptcy Code in the Northern District of California (San
Jose) (Case No. 16-51191) on April 21, 2016.  The petition was
signed by David McKee, authorized representative.  The Debtor is
represented by Robert M. Aronson, Esq., at the Law Office of Robert
M. Arons. The case is assigned to Judge Dennis Montali.



The Debtor disclosed total assets of $1.27 million and total debts
of $2.32 million.

An Official Committee of Unsecured Creditors has been appointed in
the case.


SPORTS AUTHORITY: DIP Financing Has Final Approval
--------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware issued a final order authorizing debtors The Sports
Authority, Inc., et al., to obtain post-petition secured
financing.

The Debtors were authorized to obtain up to $595,285,000 in
postpetition financing, pursuant to the DIP Credit Agreement
between The Sports Authority, Inc. and TSA Stores, Inc., as
borrowers and Bank of America, N.A., as Administrative Agent and
Collateral Agent, Wells Fargo National Bank, National Association,
as FILO Agent, and each Revolving Lender and each FILO Lender party
thereto.

Judge Walrath ordered that advances under the DIP Facility will be
used solely for the following:

     (a) to pay fees, costs, and expenses as provided in the DIP
Financing Agreements, including amounts incurred in connection with
the preparation, negotiation, execution, and delivery of the DIP
Credit Agreement and the other DIP Financing Agreements;

     (b) for general operating and working capital purposes, for
the payment of transaction expenses, for the payment of fees,
expenses, and costs incurred in connection with the Chapter 11
Cases, and other proper corporate purposes of the Debtors not
otherwise prohibited by the terms of the Final DIP Order for
working capital, and other lawful corporate purposes of the
Debtors;

     (c) for making adequate protection payments and other payments
as provided in the Final Order;

     (d) to fund the Prepetition Indemnity Account;

     (e) for the payment of the Final Roll-Up; and

     (f) to fund the Carve Out Account and the Stub Rent Account,
in the amount of $8,500,00.

The Carve Out Account will be funded with an amount equivalent to
an amount of Cash Collateral equal (I) to the Carve Out Cap, plus
(ii) the then accrued and unpaid fees and expenses of the Case
Professionals through the date on which a DIP Maturity Event first
occurs, to the extent in compliance with the Approved Budget.

A full-text copy of the Order, dated May 3, 2016, is available at
https://is.gd/7tLIwm

                      About Sports Authority

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.  Lawyers at
Pachulski Stang Ziehl & Jones LLP represent the Official Committee
of Unsecured Creditors.


STACR 2016-DNA2: Moody's Assigns Ba2 Rating on Cl. M-3A Notes
-------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to nine
classes of notes on STACR 2016-DNA2, a securitization designed to
provide credit protection to the Federal Home Loan Mortgage
Corporation (Freddie Mac) against the performance of approximately
$30.1 billion reference pool of mortgages.  All of the Notes in the
transaction are direct, unsecured obligations of Freddie Mac and as
such investors are exposed to the credit risk of Freddie Mac
(currently Aaa Stable).

The complete rating action is:

  $187.0 million of Class M-1 notes, Assigned Baa1 (sf)
  $198.0 million of Class M-2 notes, Assigned Baa3 (sf)

The Class M-2 noteholders can exchange their notes for these
notes:

  $198.0 million of Class M-2F exchangeable notes, Assigned
   Baa3 (sf)
  $198.0 million of Class M-2I exchangeable notes, Assigned
   Baa3 (sf)
  $247.5 million of Class M-3A notes, Assigned Ba2 (sf)

The Class M-3A noteholders can exchange their notes for these
notes:

  $247.5 million of Class M-3AF exchangeable notes, Assigned
   Ba2 (sf)
  $247.5 million of Class M-3AI exchangeable notes, Assigned
   Ba2 (sf)
  $247.5 million of Class M-3B notes, Assigned B3 (sf)

The Class M-3A and M-3B noteholders can exchange their notes for
these notes:

  $495.0 million of Class M-3 notes, Assigned B1 (sf)

STACR 2016-DNA2 is the fifth transaction in the DNA series issued
by Freddie Mac.  Similar to STACR 2016-DNA1, STACR 2016-DNA2's note
write-downs are determined by actual realized losses and
modification losses on the loans in the reference pool, and not
tied to a pre-set tiered severity schedule.  In addition, the
interest amount paid to the notes can be reduced by the amount of
modification loss incurred on the mortgage loans.  STACR 2016-DNA2
is also the eighth transaction in the STACR series (including
STACR-HQA) to have a legal final maturity of 12.5 years, as
compared to 10 years in STACR-DN and STACR-HQ securitizations.
Unlike typical RMBS transactions, STACR 2016-DNA2 noteholders are
not entitled to receive any cash from the mortgage loans in the
reference pool.  Instead, the timing and amount of principal and
interest that Freddie Mac is obligated to pay on the notes are
linked to the performance of the mortgage loans in the reference
pool.

Moody's rating on the transaction is based on both quantitative and
qualitative analyses.  This included a quantitative evaluation of
the credit quality of the reference pool and the impact of the
structural mechanisms on credit enhancement, as well as qualitative
assessments regarding the operational strength of Freddie Mac to
oversee its sellers and servicers.

Moody's base-case expected loss on for the reference pool is 1.10%
and is expected to reach 9.30% at a stress level consistent with a
Aaa rating.

Below is a summary description of the transaction and Moody's
rating rationale.  More details on this transaction can be found in
our presale report.

The Notes
  The M-1 notes are adjustable rate P&I notes with an interest
   rate that adjusts relative to LIBOR.

The M-2 notes are adjustable rate P&I notes with an interest rate
that adjusts relative to LIBOR.  The holders of the M-2 notes can
exchange those notes for an M-2I exchangeable note and an M-2F
exchangeable note.  The M-2I exchangeable notes are fixed rate
interest only notes that have a notional balance that equals the
M-2 note balance.  The M-2F notes are adjustable rate P&I notes
that have a balance that equals the M-2 note balance and an
interest rate that adjusts relative to LIBOR.

The M-3A notes are adjustable rate P&I notes with an interest rate
that adjusts relative to LIBOR.  The holders of the M-3A notes can
exchange those notes for an M-3AI exchangeable note and an M-3AF
exchangeable note.  The M-3AI exchangeable notes are fixed rate
interest only notes that have a notional balance that equals the
M-3A note balance.  The M-3AF notes are adjustable rate P&I notes
that have a balance that equals the M-3A note balance and an
interest rate that adjusts relative to LIBOR.

The M-3B notes are adjustable rate P&I notes with an interest rate
that adjusts relative to LIBOR.

The M-3 notes are adjustable rate P&I notes with an interest rate
that adjusts relative to LIBOR.  The holders of the M-3 notes can
exchange those notes for the M-3A and M-3B notes, and vice versa.
The M-3 exchangeable notes have a balance equal to the sum of the
M-3A and M-3B note balance, and a note rate based upon the exchange
portions of the related M-3A and M-3B notes, which is effectively
equal to the weighted average of M-3A and M-3B note rates.

Freddie Mac will only make principal payments on the notes based on
the scheduled and unscheduled principal payments that are actually
collected on the reference pool mortgages.  Losses on the notes
occur as a result of credit events and modifications, and are
determined by actual realized and modification losses on loans in
the reference pool, and not tied to a pre-set loss severity
schedule.  Freddie Mac is obligated to retire the notes in October
2028 if balances remain outstanding.

Credit events in STACR 2016-DNA2 occur when a short sale is
settled, when a seriously delinquent mortgage note is sold prior to
foreclosure, when the mortgaged property that secured the related
mortgage note is sold to a third party at a foreclosure sale, when
an REO disposition occurs, or when the related mortgage note is
charged-off.  This differs from STACR-DN and STACR-HQ
securitizations, where credit events occur as early as when a
reference obligation is 180 or more days delinquent.

                         RATINGS RATIONALE

Summary Credit Analysis and Rating Rationale

As part of its analysis, Moody's considered historic Freddie Mac
performance and severity data, the eligibility criteria of loans in
the reference pool, and the high credit quality of the underlying
collateral.  The reference pool consists of loans that Freddie Mac
acquired between July 1, 2015, and Sept. 30, 2015, and have no
previous 30-day delinquencies since purchase.  The loans in the
reference pool are to strong borrowers, as the weighted average
credit score of 752 indicates.  The weighted average CLTV of 77% is
higher than recent private label prime jumbo deals, which typically
have CLTVs in the high 60's range, but is similar to the weighted
average CLTV of other STACR-DN and STACR-DNA transactions.

Structural considerations

Moody's took structural features such as the principal payment
waterfall of the notes, a 12.5-year bullet maturity, performance
triggers, as well as the allocation of realized losses and
modification losses into consideration in our cash flow analysis.
The final structure for the transaction reflects consistent credit
enhancement levels available to the notes per the Offering
Circular.

For modification losses, we have taken into consideration the level
of rate modifications based on the projected defaults, the weighted
average coupon of the reference pool (4.18%), and compared that
with the available credit enhancement on the notes, the coupon and
the accrued interest amount of the most junior bonds.  Class B and
Class B-H reference tranches represent 1.00% of the pool.  The
final coupons on the notes will have an impact on the amount of
interest available to absorb modification losses from the reference
pool.

The ratings are linked to Freddie Mac's rating.  As an unsecured
general obligation of Freddie Mac, the rating on the notes will be
capped by the rating of Freddie Mac, which Moody's currently rates
Aaa (stable).

Collateral Analysis

The reference pool consists of approximately 127,400 loans that
meet specific eligibility criteria, which limits the pool to first
lien, fixed rate, fully amortizing loans with 30 year terms and
LTVs that range between 60% and 80% on one to four unit properties.
Overall, the reference pool is of prime quality.  The credit
positive aspects of the pool include borrower, loan and geographic
diversification, and a high weighted average FICO of 752.  There
are no interest-only (IO) loans in the reference pool and all of
the loans are underwritten to full documentation standards.

Methodology

The principal methodology used in these ratings was "Moody's
Approach to Rating US Prime RMBS," published in February 2015.

While assessing the ratings on this transaction, Moody's did not
deviate from its published methodology.  The severities for this
transaction were estimated using the data on Freddie Mac's actual
loss severities.

Reps and Warranties

Freddie Mac is not providing loan level reps and warranties (RWs)
for this transaction because the notes are a direct obligation of
Freddie Mac.  Freddie Mac commands robust RWs from its
seller/servicers pertaining to all facets of the loan, including
but not limited to compliance with laws, compliance with all
underwriting guidelines, enforceability, good property condition
and appraisal procedures.  To the extent that Freddie Mac discovers
a confirmed underwriting defect or a major servicing defect, in the
reference pool prior months' credit events will be reversed.
Moody's expected credit event rate takes into consideration
historic repurchase rates.

Factors that would lead to an upgrade or downgrade of the ratings:

Up
Levels of credit protection that are higher than necessary to
protect investors against current expectations of loss could drive
the ratings up.  Losses could decline from Moody's original
expectations as a result of a lower number of obligor defaults or
appreciation in the value of the mortgaged property securing an
obligor's promise of payment.  Transaction performance also depends
greatly on the US macro economy and housing market.

Down

Levels of credit protection that are insufficient to protect
investors against current expectations of loss could drive the
ratings down.  Losses could rise above Moody's original
expectations as a result of a higher number of obligor defaults or
deterioration in the value of the mortgaged property securing an
obligor's promise of payment.  Transaction performance also depends
greatly on the US macro economy and housing market.  Other reasons
for worse-than-expected performance include poor servicing, error
on the part of transaction parties, inadequate transaction
governance and fraud.  As an unsecured general obligation of
Freddie Mac, the ratings on the notes depend on the rating of
Freddie Mac, which Moody's currently rates Aaa.


STATION CASINOS: Moody's Puts B2 CFR on Review for Upgrade
----------------------------------------------------------
Moody's Investors Service placed the ratings of Station Casinos LLC
on review for upgrade after its company's parent, Red Rock Resorts,
Inc., announced it had entered into an agreement to acquire the
Palms Casino Resort in Las Vegas Nevada for total cash
consideration of $312.5 million.  The review for upgrade reflects:
(1) Red Rock's recent IPO and buy-out of the existing management
agreement - thereby eliminating Station's management fee expense,
(2) improving operating conditions in Las Vegas, and (3) the
likelihood Station will exceed our previous earnings expectations.

Ratings placed on review for upgrade:

  Corporate Family Rating at B2
  Probability of Default Rating at B2-PD
  $350 million senior secured revolver due 2018 at B1 (LGD3)
  $1.625 billion (original amount) senior secured term loan due
   2020 at B1 (LGD3)
  $500 million senior unsecured notes due 2021 at Caa1 (LGD 6)

Outlook Actions:
  Outlook, Changed To Rating Under Review From Stable

                         RATINGS RATIONALE

The Palms is a strategic acquisition within Station's primary Las
Vegas market and one that we expect the company can absorb quickly.
The review for upgrade will focus on the integration of the Palms,
the company's ability to reach its $35 million EBITDA target for
the property, the acquisition financing structure and management's
financial policy in light of the recently completed initial public
offering of the parent.

Station owns and operates nine major hotel/casino properties and
ten smaller casino properties (three of which are 50% owned) in the
Las Vegas metropolitan area.  Station also manages the Gun Lake
Casino in Michigan on behalf of the Match-E-Be-Nash-She-Wish Band
of Pottawatomi Indians pursuant to a seven year contract that
expires in 2018, and the Graton Resort & Casino located in Sonoma
County, CA on behalf of The Federated Indians of Graton Rancheria.
The Graton contract also has a seven year term and expires in 2020.
Station's net revenue for the latest 12 months ended
March 31, 2016, was $1.4 billion.

The principal methodology used in these ratings was Global Gaming
Industry published in June 2014.


STATION CASINOS: S&P Raises CCR to 'BB-', Off CreditWatch Positive
------------------------------------------------------------------
S&P Global Ratings said that it raised its corporate credit rating
on Las Vegas-based Station Casinos LLC to 'BB-' from 'B' and
removed its rating from CreditWatch, where S&P had placed it with
positive implications on April 15, 2016.  The rating outlook is
stable.

At the same time, S&P raised all issue-level ratings by two notches
in conjunction with the upgrade of the company, and also removed
them from CreditWatch.

"The upgrade reflects our belief that the completion of the IPO
significantly reduces the risk of a future leveraging event to buy
out minority equity holders, because it provides owners an
alternative path to liquidate their ownership, and reflects our
expectation that Station's leverage will improve to the high-4x
area by the end of 2016 (pro forma for a full year of the Palms),"
said S&P Global Ratings credit analyst Stephen Pagano.

This level of leverage is aligned with an improved aggressive
financial risk assessment.  In addition, S&P expects Station's
long-term financial policy will be aligned with sustaining leverage
below 5x, and S&P expects it will use excess cash flow in 2017 to
repay debt and improve leverage to the low- to mid-4x area by the
end of the year.

Red Rock Resorts, the ultimate parent of Station, raised
approximately $500 million through the sale of 27.3 million shares
(excluding the underwriters option to buy additional shares), and
Station will use approximately $420 million, along with modest
incremental debt of about $40 million, to fund the purchase of
Fertitta Entertainment LLC for $460 million.  In addition, Station
has announced that it is acquiring the Palms for $312.5 million in
cash consideration, representing an 8.9x multiple to Station's
projected $35 million in EBITDA, incorporating expected synergies.
S&P believes Station has sufficient liquidity, including revolver
availability and excess cash on hand, to complete the Palms
acquisition.

Although the acquisitions of Fertitta and the Palms are modestly
leveraging, S&P anticipates low-double digit growth in EBITDA in
2016 will support leverage improving to the high-4x area (pro forma
for a full year of Palms) by the end of 2016.  S&P also expects
EBITDA coverage of interest to improve to the mid-3x area by the
end of 2016.  S&P's base case forecast for EBITDA incorporates
high-single digit growth at Station's existing properties and the
elimination of management fees paid to Fertitta offset in part by
assumed salaries and benefits to existing Fertitta employees and
the costs of being a public company.  Going forward, ratings on
Station Casinos will reflect the consolidated credit quality of
ultimate parent, Red Rock Resorts.

The stable rating outlook reflects S&P's expectation that growth in
the Las Vegas locals market and higher fees from Native American
management agreements will support improvement in lease-adjusted
leverage to the low- to mid-4x area by 2017, in line with an
improved aggressive financial risk profile.


STONE ENERGY: S&P Lowers CCR to 'D' on Missed Interest Payment
--------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
U.S.-based oil and gas exploration and production company Stone
Energy Corp. to 'D' from 'CCC-'.

At the same time, S&P lowered its issue-level rating on the
company's senior unsecured debt to 'D' from 'CCC-'.  The recovery
rating is '3H', indicating S&P's expectation of meaningful (high
end of the 50% to 70% range) recovery in the event of a payment
default.

"The 'D' rating reflects our expectation that Stone Energy will
elect to file for Chapter 11 bankruptcy protection rather than make
the May interest payment on its 7.5% senior unsecured notes due
2022," said S&P Global Ratings credit analyst David Lagasse.

S&P's expectation reflects its assessment that onerous debt
maturities and financing costs through 2017, combined with
continued weak crude oil and natural gas prices, will result in
Stone reorganizing under Chapter 11 protection as a means to
restructure its heavy debt and interest expense obligations.


STONE ENERGY: To Cure Borrowing Base Deficiency by Installments
---------------------------------------------------------------
As previously disclosed, on April 13, 2016, Stone Energy
Corporation received notice that its borrowing base under its bank
credit facility was reduced from $500 million to $300 million.  On
that date, the Company had $457 million of outstanding borrowings
and $18.3 million of outstanding letters of credit, or $175.3
million in excess of the redetermined borrowing base (referred to
as a borrowing base deficiency).  The Company's agreement with the
banks provides that within 30 days after notification of a
borrowing base deficiency, the Company must elect to cure the
borrowing base deficiency through any combination of the following
actions:

   (1) repay amounts outstanding sufficient to cure the deficiency
       within 10 days after its written election to do so;

   (2) add additional oil and gas properties acceptable to the
       banks to the borrowing base and take such actions necessary
       to grant the banks a mortgage in the properties within 30
       days after its written election to do so; and/or

   (3) arrange to pay the deficiency in six equal monthly
       installments.

On May 11, 2016, the Company notified the banks of its election to
cure the borrowing base deficiency by arranging to pay the
deficiency in six equal monthly installments, and on May 13, 2016,
the Company made the first monthly installment payment of
approximately $29.2 million.

                        About Stone Energy

Stone Energy is an independent oil and natural gas company engaged
in the acquisition, exploration, exploitation, development and
operation of oil and gas properties.  The Company has been
operating in the Gulf of Mexico Basin since its incorporation in
1993 and have established a technical and operational expertise in
this area.  The Company has leveraged its experience in the GOM
conventional shelf and expanded its reserve base into the more
prolific basins of the GOM deep water, Gulf Coast deep gas and the
Marcellus and Utica shales in Appalachia.  As of Dec. 31, 2015, the
Company's estimated proved oil and natural gas reserves were
approximately 57 MMBoe or 342 Bcfe.  During 2015, approximately 95
MMBoe or 570 Bcfe of the Company's estimated proved reserves were
revised downward as a result of lower oil, natural gas and natural
gas liquids prices.

Stone Energy reported a net loss of $1.1 billion in 2015 following
a net loss of $189.54 million in 2014.  As of Dec. 31, 2015, the
Company had $1.41 billion in total assets, $1.44 billion in total
liabilities, and a $39.8 million total stockholders' deficit.

                         *   *    *

In March 2016, Standard & Poor's lowered its corporate credit
rating on U.S.-based oil and gas exploration and production company
Stone Energy to 'CCC-' from 'CCC+'.

Stone Energy carries a 'B3' Corporate Family Rating from Moody's
Investors Service.


SYNTAX-BRILLIAN: Bid to Vacate Order Admitting Evidence Denied
--------------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware denied in its entirety the motion of Alan
Levine for relief from the order accepting into evidence the
Declaration of Gregory F. Rayburn in support of Syntax-Brillian
Corp., et al.'s Chapter 11 Petitions and Requests for First Day
Relief.

The SB Liquidation Trust opposed the Motion, and numerous
shareholders have filed motions to intervene in support of the
Motion.  While the Motion seeks various forms of relief, at the
hearing on the Motion on April 13, 2016 Mr. Levine clarified that
he has two requests: first, that this Court vacate or reverse its
ruling that admitted into evidence the Rayburn Declaration; and
second, that this Court direct the Trust to allow the Debtors’
books and records be subject to review upon request.

Judge Shannon held that the Trustee's objections are well founded.
Judge Shannon stated, "Under the terms of the Plan and the Trust,
the Trustee has taken possession of the Debtors' books and records
-- including such documents that may be in his possession that
evidence fraudulent prepetition conduct. It is his responsibility
to preserve these materials, pending appropriate direction from the
Court, in order to administer the Trust and prosecute necessary
litigation.  The Trustee has credibly concluded that production of
the documents in question will burden the Trust, and by extension
holders of allowed claims, with costs associated with that process.
Moreover, there is no pending proceeding before this Court to
which the Movant’s document request would relate.  Accordingly,
the request of the Movant to compel the Trustee to produce the
books, records, and other materials of the Debtors for review by
the Movant is denied."

A full-text copy of Judge Shannon's Opinion dated May 11, 2016, is
available at http://bankrupt.com/misc/SYNTAX23350511.pdf

                       About Syntax-Brillian

Based in Tempe, Arizona, Syntax-Brillian Corporation manufactured
and marketed LCD HDTVs, digital cameras, and consumer electronics
products including Olevia(TM) brand high-definition widescreen LCD
televisions and Vivitar brand digital still and video cameras.
Syntax-Brillian was the sole shareholder of California-based
Vivitar Corporation.

The Company and two of its affiliates -- Syntax-Brillian SPE,
Inc., and Syntax Groups Corp. -- filed for Chapter 11 protection
on July 8, 2008 (Bankr. D. Del. Lead Case No.08-11407.  Lawyers at
Greenberg Traurig LLP represented the Debtors as counsel.  Five
members composed the official committee of unsecured creditors.
Pepper Hamilton, LLP, represented the Committee as counsel.  Epiq
Bankruptcy Solutions, LLC, served as the Debtors' balloting,
notice, and claims agent.  When the Debtors filed for protection
against their creditors, they disclosed total assets of
$175,714,000 and total debts of $259,389,000.

The Bankruptcy Court confirmed the Debtors' Joint Chapter 11
Liquidation Plan in an order dated July 6, 2009.  Under the Plan,
general unsecured claims were to received pro rata distributions
from a liquidating trust after payment of the trust's expenses and
a "liquidating trust funding reimbursement."  Holders of allowed
prepetition credit facility claims were to receive their pro rata
distributions from a lender trust, after payment in full of
allowed DIP facility claims.  A full-text copy of the Debtors' 2nd
amended Chapter 11 liquidating plan is available at:

   http://bankrupt.com/misc/syntax-brillian2ndamendedplan.pdf  

The SB Liquidation Trust is represented by David M. Fournier,
Esq., and Evelyn J. Meltzer, Esq., at Pepper Hamilton LLP; and
Allan B. Diamond, Esq., Andrea L. Kim, Esq., Eric D. Madden, Esq.,
and Michael J. Yoder, Esq., at Diamond McCarthy LLP.


TAJ GRAPHICS: Court Denies Former Attorney's Fee Application
------------------------------------------------------------
In the case captioned In re: TAJ GRAPHICS ENTERPRISES, LLC, Chapter
11, Debtor, Case No. 09-72532 (Bankr. E.D. Mich.), Judge Thomas J.
Tucker of the United States Bankruptcy Court for the Eastern
District of Michigan, Southern Division, denied, as unnecessary,
the corrected "second and final" fee application of the debtor's
former attorney.

A fee application was filed by the Chapter 11 debtor's former
attorney, John D. Hertzberg, and his firm, Hertzberg, PLLC,
entitled "Corrected Second and Final Application of Hertzberg, PLLC
for Allowance of Administrative Claim for Compensation and
Reimbursement of Expenses for the Period February 1, 2011 through
August 31, 2015."  Objections to the fee application were filed by
the United States Trustee, the debtor, and the creditor Prime
Financial, Inc.  The debtor's attorney filed a separate reply to
each objection.

Judge Tucker concluded that a hearing on the fee application is not
necessary.  The judge also denied the fee application as
unnecessary.

A full-text copy of Judge Tucker's May 10, 2016 opinion and order
is available at https://is.gd/PTByzS from Leagle.com.

TAJ Graphic Enterprises, LLC is represented by:

          Thomas R. Morris, Esq.
          SILVERMAN & MORRIS, P.L.L.C.
          30500 Northwestern Highway
          Farmington Hills, MI 48334
          Tel: (248)539-1330
          Fax: (248)539-1355
          Email: morris@silvermanmorris.com

Wendy Turner Lewis, Trustee, is represented by:

          Rodney M. Glusac, Esq.
          1058 Maple St Ste 100
          Plymouth, MI 48170
          Tel: (734)233-9281

Daniel M. McDermott, U.S. Trustee, is represented by:

          Claretta Evans, Esq.
          OFFICE OF THE UNITED STATES TRUSTEE
          211 West Fort Street, Suite 700
          Detroit, MI 48226
          Tel: (313)226-7999
          Fax: (313)226-7952

                    About Taj Graphics

Based in Rochester, Michigan, TAJ Graphics Enterprises, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No.
09-72532) on Oct. 21, 2009.  John D. Hertzberg, Esq., in Bingham
Farms, Michigan, serves as the Debtor's counsel. In its petition,
the Debtor estimated $10 million to $50 million, and $1 million to
$10 million in debts.


TEREX CORP: S&P Retains 'BB' CCR on CreditWatch Negative
--------------------------------------------------------
S&P Global Ratings said that all of its ratings on Terex Corp.,
including S&P's 'BB' corporate credit rating, remain on
CreditWatch, where S&P placed them with negative implications on
Feb. 24, 2016.

"Our ratings on Terex Corp. remain on CreditWatch negative
following the company's announcement that it has agreed to sell its
MHPS business to Konecranes PLC," said S&P Global credit analyst
Jaissy Lorenzo.  The proposed $1.3 billion transaction includes a
$820 million cash consideration and a 25% ownership stake in
Konecranes.  If realized, the proposed sale of Terex's MHPS
business will likely lead to some deleveraging for the company on a
stand-alone basis; however, it would also reduce Terex's scale and
business diversity as the segment accounted for approximately 22%
of the company's 2015 revenue.  According to management, the
announcement provides Terex with the ability to seek a binding
agreement with Zoomlion related to its $3.3 billion bid for the
company.  Zoomlion may choose to purchase Terex as a whole or make
an alternative offer for the company without its MHPS business.
The MHPS sale agreement allows Terex to terminate the sale for a
$37 million fee if Zoomlion agrees to acquire the entire company
(including its MHPS business) by May 31, 2016.  The CreditWatch
placement reflects the possibility that Terex will be acquired by
the lower-rated China-based entity (S&P currently rates Zoomlion
'B+' with a negative outlook), which has significantly higher
leverage.

S&P will continue to monitor developments related to the proposed
transactions with Zoomlion and Konecranes and expect to resolve the
CreditWatch placement after a decision is made regarding which
acquisition to pursue.


TEXAS PELLETS: Can Obtain $3.4 Million Financing from UMB Bank
--------------------------------------------------------------
The Honorable Bill Parker of the U.S. Bankruptcy Court for the
Eastern District of Texas, Lufkin Division authorizes Texas
Pellets, Inc., and German Pellets Texas, LLC, to obtain
debtor-in-possession financing from UMB Bank, National Association,
as Bond Trustee and as successor trustee with respect to the Sanger
Texas Industrial Development Corporation Industrial Development
Revenue Bonds (Texas Pellets Project).

A full-text copy of the Interim DIP Order dated May 5, 2016, with
Budget is available at
http://bankrupt.com/misc/TexasPellets0505DIPinterimOrder.pdf

The Debtors have requested that the Bond Trustee, as the DIP
lender, provide a postpetition loan up to $3,434,000, which funds
will be used by the Debtors exclusively for: (a) the necessary
operation and maintenance costs associated with the Project, (b)
repayment of the Bridge Loan in full, and (c) other costs and
expenses of administration of the Chapter 11 Case as set forth in
the Budget.

The DIP Loans made under the Interim Order will accrue no interest,
but the DIP Loans will accrue interest at a default rate of
interest equal to 2% upon the occurrence of an Event of Default.

The principal, interest and any other obligations owed with respect
to the DIP Loans will be due and payable upon the earlier of the
occurrence of an Event of Default, and May 31, 2016.

As adequate protection, the Bond Trustee will receive: (a) Rollover
Liens, (b) Supplemental Liens, (c) Prepetition Superpriority Claim,
(d) Financial Reports, and (e) covenant to comply with certain
terms of the Bond Documents, subject to a $100,000 Carve-Out.  In
addition, the Bond Trustee will be entitled to interest payments at
the non-default contract rate for the benefit of holders of the
Bonds.

The funding of the initial DIP Loan is conditioned on the
satisfaction of following milestones:

   (a) The Debtors will file a motion with the Bankruptcy Court
seeking the retention of an independent Chief Restructuring Officer
("CRO") acceptable to the Bond Trustee on or before May 8, 2016,
and for the Court to enter an order no later than May 15, 2016
authorizing the Debtors' retention of the CRO.

   (b) The Debtors will file a motion with the Bankruptcy Court
seeking the retention of an investment banker ("IB") acceptable to
the Bond Trustee, and for the Court to enter an order no later than
August 1, 2016, approving the IB Motion.

   (c) Entry of an Interim Order, including the provisions
authorizing the immediate repayment of the Bridge Loan.

   (d) Submission of evidence of insurance reasonably satisfactory
to the Bond Trustee and receipt of additional insured and loss
payee insurance certificates.

   (e) All fees and expenses, including the reasonable fees and
expenses of the Bond Trustee's professionals, have been paid in
full.

A final hearing is scheduled for May 25, 2016, any objections to
the entry of a Final Order is due no later than May 20.

A full-text copy of the DIP Motion dated May 2, 2016 is available
at http://bankrupt.com/misc/TexasPellets0502DIPMotion.pdf

Texas Pellets, Inc., and German Pellets Texas, LLC, are represented
by:

         W. Steven Bryant, Esq.
         LOCKE LORD LLP
         2800 JP Morgan Chase Tower
         600 Travis Street
         Houston, Texas 77002
         Telephone: (713) 226-1489
         Facsimile: (713) 229-2536
         E-mail: sbryant@lockelord.com

               - and -

         C. Davin Boldissar, Esq.
         Bradley C. Knapp, Esq.
         LOCKE LORD LLP
         601 Poydras Street, Suite 2660
         New Orleans, Louisiana 70130-6036
         Telephone: (504) 558-5100
         Facsimile: (504) 681-5211
         E-mail: dboldissar@lockelord.com
                 bknapp@lockelord.com


TEXAS PELLETS: Court Favors $180K Management Services Agreement
---------------------------------------------------------------
The Honorable Bill Parker of the U.S. Bankruptcy Court for the
Eastern District of Texas, Lufkin Division has authorized Texas
Pellets, Inc., to enter into a Management Services Agreement with
German Pellets GmbH, another company within the "German Pellets"
family of companies.

Judge Parker permitted the Debtor to perform its obligations under
the Management Agreement on an interim basis through May 31, 2016,
pending a final hearing on the Motion.

The Debtor has requested the Court for four weeks of initial
approval and funding for the Management Personnel in an aggregate
amount of $180,000 -- necessary to provide employment of
approximately 25 personnel, office space, and expenses and other
overhead -- while the Debtors plan to continue to discuss terms for
a longer term agreement and final order regarding management during
the interim period and in advance of a final hearing on its
Motion.

Pursuant to the Management Services Agreement, German Pellets GmbH
will provide the Debtors with Management Personnel for various
management services ranging from management, to bookkeeping, etc.,
in order for the Debtors to move towards formulation and
confirmation of a plan of reorganization, until the Debtors'
business operations are stabilized.

The Court will hold a final hearing on the Motion on May 25, 2016.

Texas Pellets, Inc., and German Pellets Texas, LLC, are represented
by:

       W. Steven Bryant, Esq.
       LOCKE LORD LLP
       2800 JP Morgan Chase Tower
       600 Travis Street
       Houston, Texas 77002
       Telephone: (713) 226-1489
       Facsimile: (713) 229-2536
       E-mail: sbryant@lockelord.com

               - and -

       C. Davin Boldissar, Esq.
       Bradley C. Knapp, Esq.
       LOCKE LORD LLP
       601 Poydras Street, Suite 2660
       New Orleans, Louisiana 70130-6036
       Telephone: (504) 558-5100
       Facsimile: (504) 681-5211
       E-mail: dboldissar@lockelord.com
               bknapp@lockelord.com


TIERRA DEL REY: Christopher Barclay Named Chapter 11 Trustee
------------------------------------------------------------
Tiffany L. Carroll, Acting United States Trustee, sought and
obtained from Judge Laura Stuart Taylor of the U.S. Bankruptcy
Court for the Southern District of California the approval of the
appointment of Christopher Barclay as Chapter 11 Trustee.

"Mr. Barclay is competent to perform the duties of Chapter 11
Trustee, due to his experience as a chapter 7 panel trustee,
chapter 11 trustee and examiner, workout specialist and consultant
in bankruptcy cases... Mr. Barclay has not previously served in any
capacity in this case and is a disinterested person within the
meaning of Section 101(14) of the Bankruptcy Code," averred Ms.
Carroll.

Tiffany L. Carroll, Acting United States Trustee, is represented
by:

          Kristin T. Mihelic, Esq.
          OFFICE OF THE UNITED STATES TRUSTEE
          402 West Broadway, Suite 600
          San Diego, CA 92101
          Telephone: (619)557-5013

                       About Tierra Del Rey

Tierra Del Rey, LLC, owns the Tierra Del Rey Apartments, an
80-unit
multi-family apartment complex at 3675 King Street and 6975 Waite
Street in La Mesa, California.  The property is valued at $10.6
million and secures a debt of $4.21 million debt to Fannie Mae
(1st
trust deed) and a $1.27 million debt to AP Mortgage Company, Inc.
(2nd trust deed).

A receiver seized control of the apartment complex on June 19,
2015.  The receiver, Trigild Inc., was appointed at the behest of
AP Mortgage, which commenced the suit styled, AP Mortgage Company,
Inc. vs. Bay Vista Methodist Heights et al.
37-2015-00012044-CU-OR-CTL, SDSC Central Division.

Tierra Del Rey filed a Chapter 11 bankruptcy petition (Bankr. S.D.
Cal. Case No. 15-04253) on June 29, 2015, disclosing assets of
$10.8 million against $5.54 million in debt.

The Debtor tapped Craig E. Dwyer, Esq., in San Diego, California,
as counsel.


TMX FINANCE: S&P Affirms 'B' ICR, Outlook Remains Negative
----------------------------------------------------------
S&P Global Ratings said it affirmed its 'B' issuer credit rating on
Savannah, Ga.-based TMX Finance LLC.  The outlook remains negative.
At the same time, S&P affirmed its 'B' issue-level rating on TMX
Finance's senior secured notes due 2018 and revised S&P's recovery
rating on these notes to '4H' from '4L'.  S&P's average recovery
expectations are now in the upper half of the 30%-50% range.

"The affirmation reflects the firm's market-leading position in
automobile title lending to less creditworthy customers and its
improved operating performance," said S&P Global Ratings credit
analyst Gaurav Parikh.  The negative outlook reflects TMX Finance's
exposure to regulatory risk that could result in lower origination
volume, initially high loan losses, and increased compliance costs.
S&P expects the company to operate with debt to EBITDA of
approximately 4.0x.

There is also the potential for significant debt repurchases.  In
2015 and first-quarter 2016, the company repurchased, in the open
market, $42.7 million aggregate principal amount of 8.5% notes at a
purchase price of $33.8 million, including accrued interest,
implying a repurchase price of about 0.79/dollar.  The buybacks to
date represent about 6% of the original debt issuance.  The firm
has board authorization to buy back up to $75 million.  In 2015,
the company made distributions of $50.5 million to the parent (TMX
Finance Holdings Inc.), of which $8.9 million was permitted tax
distribution.

In addition, TMX has experienced management turnover.  In April
2016, CFO Angela McQuien resigned effective May 2016, and the firm
is in search of a new CFO.

TMX Finance's product concentration in automobile title lending, a
business model that falls under the pay-day umbrella, exposes the
company to significant regulatory risks.  Since 2013, the Consumer
Financial Protection Bureau (CFPB) has issued three Civil
Investigation Demands, though, as of April 2016, the CFPB has not
publicly alleged any specific violations.  TMX provides standard
amortizing, installment loans in 11 of 18 states and will update
its product offerings once CFPB regulations are finalized in the
remaining states (subject to state law requirements) to ensure that
all products comply with such rules.

The company's products have been subject to applicable federal
consumer protection laws and will continue to be regulated at the
state level, with a wide variety of state-to-state lending
limitations.  However, soon-to-be issued federal regulations
regarding small-dollar lending have recently become a greater
concern.  In March 2015, the CFPB released an outline of proposed
regulations for consideration that focus on loan affordability and
reining in collection practices that typically result in high fees
for consumers.  S&P expects new rules to result in volatile
profitability.

"The negative outlook on TMX Finance LLC reflects our expectation
that the CFPB's new regulations could result in lower origination
volume, initially high loan losses, higher collection expenses, and
increased compliance costs," said Mr. Parikh.  "Moreover, the
negative outlook reflects the company buying back its debt at
discount to par and instability at the highest executive levels of
management."

S&P could lower its ratings over the next 12 months if earnings
decline significantly and credit ratios deteriorate, as a result of
lower volume, or if adverse regulatory developments lead to
financial underperformance.  Specifically, S&P could lower the
rating if debt to EBITDA exceeds 5.0x, or if net charge-offs as a
percentage of average receivables increase to 40% on a sustained
basis.  S&P could lower the issuer rating to selective default
('SD') if the company continues to buy back a significant amount of
debt at distressed levels, which would be tantamount to a default
under S&P's criteria.

S&P could revise the outlook to stable over the next 12 months if
the CFPB regulations are less stringent than expected and if S&P
believes that leverage will remain between 4.0x-5.0x as the company
adjusts its product offerings to align with new rules.


TOPS HOLDING: S&P Lowers CCR to 'B-', Outlook Stable
----------------------------------------------------
S&P Global Ratings lowered its corporate credit ratings on
Williamsville, N.Y.-based Tops Holding LLC and its parent Tops
Holding II Corp. to 'B-' from 'B'.  The rating outlook is stable.

At the same time, S&P lowered the issue-level rating on Tops
Holding LLC's $560 million senior secured notes to 'B-' from 'B'.
The recovery rating is '4', which indicates S&P's expectation of
average recovery in the event of default at the lower end of the
30% to 50% range.  This rating was previously at the higher end of
the '4' recovery range.

S&P also lowered the issue-level rating on Tops Holding II Corp.'s
unsecured notes to 'CCC' from 'CCC+'.  The '6' recovery rating is
unchanged, which indicates our expectation of negligible (0% to
10%) recovery.  

"The downgrade reflects Tops' persistent underperformance against
its regional grocer peers and our expectation for soft operating
trends to continue amid challenging conditions, particularly in the
company's core upstate New York market.  We believe Tops' credit
metrics will erode further in the coming year, reaching the
low-8.0x range from the high-7.0x range through the latest year
ending Jan. 2, 2016, as we expect EBITDA margins to remain
pressured from higher labor costs, normalization of fuel margins,
and ongoing deflationary headwinds," said credit analyst Declan
Gargan.  "As a result, we are revising our comparable rating
analysis modifier to negative from neutral based on our view that
operating performance, relative market position, and credit
protection metrics are weaker than its regional grocer peers."

The stable outlook reflects S&P's view that operating results will
remain soft in the coming year, but liquidity should remain
adequate given S&P's expectations for modest free cash flow
generation.  S&P believes as a result, the performance gap between
Tops and other highly leveraged rated regional grocers will
continue to widen, with those peers leveraged in the mid-5x range.

S&P could lower its ratings on Tops if the company's operating
performance deteriorates amid increased competition that leads to
lower sales and reduced profitability.  Under this scenario,
same-store sales would decline and margins would compress as the
company would have to compete more aggressively on price.  This
would lead to negative free operating cash flow, pressuring
liquidity and credit metrics and result in an unsustainable capital
structure.

Although unlikely in the near term, S&P could consider raising its
rating by one notch if leverage improved to below 6.0x and EBITDA
interest coverage approached 2.0x on a sustained basis.  In this
case, S&P would revise the negative comparable ratings analysis to
neutral since credit metrics would be more in line with the higher
rating category.  For this to occur in the next year, EBITDA would
need to be about 35% higher than S&P currently anticipates for
fiscal 2016.


TRANSCARE CORP: Zohar Funds Seek Bankruptcy Probe
-------------------------------------------------
Tom Corrigan, writing for Daily Bankruptcy Review, reported that
the investment funds that once backed loans to the distressed
companies in financier Lynn Tilton's portfolio are now calling for
an investigation into what caused ambulance operator TransCare
Corp. to collapse into bankruptcy earlier this year.

According to the report, the distressed-debt mogul recently lost
control over some of her $2.5 billion empire, and calls from
outsiders for more information about the health of her companies
are growing.  Ms. Tilton recently stepped down from the helm of the
Zohar funds, collateralized loan obligations packed with
troubled-company loans that she created and managed for years, and
independent trustees have been appointed to take over several
companies, including TransCare, that have filed for bankruptcy, the
report said.

In court papers filed May 17 in Manhattan, the three Zohar funds
asked a bankruptcy judge to approve a probe into financial
condition of bankrupt ambulance operator TransCare Corp. and its
past business dealings with Ms. Tilton’s private-equity firm, the
report related.  TransCare has yet to file detailed documentation
of its business history, which is required by bankruptcy law, the
report further related.

"The Zohar Funds are requesting this production of information in
order to better understand the history that led to [TransCare's]
filing for bankruptcy," lawyers for the three Zohar funds said in
court papers, the report cited.

TransCare is a for-profit ambulance company headquartered in
Brooklyn, New York.  TransCare provides ambulatory services in New
York City, Long Island, Westchester, Maryland, and Pennsylvania.


TRANSOCEAN INC: Fitch Cuts LT Issuer Default Rating to 'B+'
-----------------------------------------------------------
Fitch Ratings has downgraded Transocean Inc. (Transocean; NYSE:
RIG) and its affiliate's Long-Term Issuer Default Rating to 'B+'
from 'BB'. The Rating Outlook remains Negative.

The downgrade reflects lower than previously expected E&P capital
spending and offshore rig tendering activity, as well as Fitch's
extended offshore driller recovery profile assumption. These
assumptions result in forecasted metrics remaining above Fitch
through-the-cycle levels for a 'BB' category credit over the rating
horizon.

The Negative Outlook considers the heightened offshore rig
re-contracting risk and potential for a deeper and longer than
previously forecasted offshore drilling downcycle. Fitch continues
to estimate the recovery inflection point to be the second half of
2018 but understands this may change given the evolving hydrocarbon
pricing environment, rig oversupply cycle, and offshore E&P
spending trends. Fitch anticipates an uptick in rig tendering
activity will lag supportive oil & gas price levels (estimated at
$65 - $70/barrel for deepwater) by at least six to 12 months. This
should help rig utilization rates with a preference towards larger,
established drillers, which could lead to somewhat higher
utilization rates relative to peers. Day rates, however, are
anticipated to remain challenged and range bound reflecting the
market imbalance and economics required to put stacked rigs to
work.

Transocean has undertaken numerous actions to manage its credit
profile to-date including the early retirement of debt, eliminating
the dividend, deferring uncontracted newbuild deliveries,
proactively rationalizing undifferentiated/uneconomic legacy rigs
(announced 25 scrapped or held for sale, about 50% of industry
total), reducing operating costs, increasing rig uptime, and
mitigating Macondo-related credit risks. Fitch expects the company
to exhibit a near neutral free cash flow (FCF) profile in 2016, as
well as continue to retire debt and maintain adequate liquidity
over the next couple of years. This should help the company improve
its near-term capital structure, but the declining cash flow and
evolving asset profiles remain credit concerns.

Approximately $8.3 billion of debt, excluding the outstanding
Eksportfinans loans, is affected by today's rating action.

KEY RATING DRIVERS

Transocean's ratings are supported by its market position as one of
the largest global offshore drillers with a strong backlog ($14.6
billion as of April 21, 2016) and floater-focused rig fleet largely
contracted with financially stronger IOCs. The company's
high-grading and margin improvement efforts and adequate near-term
financial flexibility, including that afforded by the deferral of
approximately $735 million in uncontracted newbuild capex payments
until 2020, also support the rating. These considerations are
offset by the company's continued need to generate and conserve
liquidity given the weak offshore rig market outlook, unfavorable
capital market conditions, heightened maturities profile, and
contracted newbuild capex commitments.

Fitch believes the company's current (Fitch calculated year-ended
2015 debt/EBITDA of 1.9x) and near-term leverage profile are
consistent with a higher rating. However, Fitch forecasts leverage
metrics could exceed through-the-cycle levels over the rating
horizon as current contract coverage meaningfully declines in 2017
with re-contracting risk elevated in this very weak market
environment.

NEAR NEUTRAL FCF PROFILE; LEVERAGE METRICS ELEVATING

Fitch's base case forecasts Transocean, excluding cash flows to
non-controlling interests, will have a near neutral-to-moderately
negative FCF profile in 2016 and 2017. Fitch's base case results in
consolidated debt/EBITDA, excluding cash collateralized
Eksportfinans loans, of 3.9x and 5.7x in 2016 and 2017,
respectively.

KEY ASSUMPTIONS

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

-- Brent oil price that trends up from $35/barrel in 2016 to a
    longer-term price of $65/barrel;

-- Current contracted backlog is forecast to remain intact with
    no renegotiations contemplated;

-- Market dayrates are assumed to be $275,000 for higher-
    specification ultra-deepwater rigs with other rig classes
    seeing similarly steep price discounts;

-- Fleet composition considers announced rig retirements and
    attempts to adjust for uncompetitive rigs due to their
    technological obsolescence, undifferentiated market position,
    or cost prohibitive through-the-cycle economics;

-- Capital expenditures consistent with company guidance of
    approximately $1.5 billion in 2016 with spending levels
    thereafter largely based on the current newbuild delivery
    schedule;

-- No Transocean Partners LLC (NYSE: RIGP) dropdowns or other
    related funding activity.

RATING SENSITIVITIES
Positive: No positive rating actions are currently contemplated
over the near term given the weak offshore oilfield services
outlook. However, future developments that may, individually or
collectively, lead to a positive rating action include:

For an upgrade to 'BB-':
-- Demonstrated commitment by management to lower gross debt
    levels;
-- Mid-cycle debt/EBITDA of below 5.0x on a sustained basis;
-- Further progress in implementing the company's asset strategy
    to focus on the high-specification and ultra-deepwater
    markets.

To resolve the Negative Outlook at 'B+':
-- Demonstrated ability to secure tenders that constructively
    contribute to the backlog and cash flows signalling the
    company's ability to manage the industry's re-contracting risk

    and bridge its financial profile through-the-cycle;
-- Illustrated progress towards management's 2017 liquidity
    target of $4-$5 billion, while repaying scheduled maturities;
-- Mid-cycle debt/EBITDA of 5.0x-5.5x on a sustained basis.

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

-- Failure to manage FCF, repay near-term maturities, and retain
    adequate liquidity over the next few years;
-- Material, sustained declines in rig utilization and day rates
    signalling a heightened level of re-contracting and recovery
    risk;
-- Mid-cycle debt/EBITDA around 6.0x on a sustained basis.

ADEQUATE NEAR-TERM LIQUIDITY POSITION

Transocean had approximately $2.6 billion of cash and equivalents
as of March 31, 2016. The company also had approximately $338
million in restricted cash investments associated with the required
cash collateralization of the outstanding Eksportfinans loans and
other contingent obligations. Supplemental liquidity is provided by
the company's $3 billion senior unsecured credit facility due June
2019, including a $1 billion sublimit for letters of credit. The
company had $3 billion in available borrowing capacity as of March
31, 2016 with the ability to request a $500 million upsizing of the
facility, subject to the current, as well as any additional
prospective, banks' willingness to participate. Fitch also
acknowledges that the company has the option to issue secured debt
to further improve its liquidity.

HEIGHTENED MATURITIES PROFILE

Transocean has annual senior notes maturities equal to $974
million, $568 million, and $1 billion between 2016 and 2018. These
represent the company's 5.05% senior notes due December 2016, 2.5%
senior notes due October 2017, 6% senior notes due March 2018, and
7.375% senior notes due April 2018. This excludes Eksportfinans
principal amortization that is cash collateralized.

Management has been repurchasing debt in the open market over the
past three quarters with cash in an effort to incrementally improve
near-term liquidity (majority of debt repurchases related to the
2016-2018 maturities) by capturing a par discount (approximately
$603 million in debt repurchased at a cost of $557 million) and
reducing interest payments (aggregate interest savings of about
$105 million through maturity). Fitch continues to forecast that
the company can largely retire the scheduled near-term maturities
with cash-on-hand and FCF.

Transocean, as defined in its bank credit agreement, is subject to
a maximum debt to tangible capitalization ratio of 0.6 to 1.0 (0.35
as of March 31, 2016), excluding intangible asset impairments and
certain other items. Other customary covenants consist of lien
limitations and transaction restrictions.

MANAGEABLE OTHER LIABILITIES

Transocean maintains several defined benefit pension plans, both
funded and unfunded, in the U.S. and abroad. As of Dec. 31, 2015,
the company's funded status was negative $388 million. Fitch
considers the level of pension obligations to be manageable, on a
mid-cycle basis, and the U.S. benefits freeze helps to alleviate
any future pension-related credit risks. Other contingent
obligations are principally comprised of purchase commitments
totalling approximately $3 billion on a multi-year, undiscounted
basis as of Dec. 31, 2015.

FULL LIST OF RATING ACTIONS

Fitch has downgraded the following ratings:

Transocean Inc.
-- Long-Term IDR to 'B+' from 'BB';
-- Senior unsecured notes/debentures to 'B+'/RR4 from 'BB'/RR4;
-- Senior unsecured bank facility to 'B+'/RR4 from 'BB'/RR4'.

Global Santa Fe Inc.
-- Long-Term IDR to 'B+' from 'BB';
-- Senior unsecured notes to 'B+'/RR4 from 'BB'/RR4.

The Rating Outlook remains Negative.


TRANSOCEAN INC: S&P Lowers CCR to 'BB-', Outlook Negative
---------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
Transocean Inc. to 'BB-' from 'BB+'.  The outlook is negative.

At the same time, S&P lowered the issue-level rating on the
company's senior unsecured debt to 'BB-' from 'BB+'.  The recovery
rating on the debt remains '3', indicating S&P's expectations for
meaningful (high end of the 50% to 70% range) recovery in the event
of a default.

"The outlook revision follows our review of Transocean's ratings in
the context of expectations that demand for offshore drilling
services will remain depressed through 2017," said S&P Global
Ratings credit analyst Ben Tsocanos.

The negative outlook reflects S&P's expectation that Transocean's
credit measures will weaken as contracts roll off and weak demand
results in difficulty replacing them.  S&P projects that leverage
will deteriorate in 2016 and 2017, with FFO to debt falling near
12% next year.

S&P would consider a downgrade if credit measures deteriorate
further than S&P currently forecasts, such that FFO to debt
declined to less than 12% on a sustained basis.  Such a scenario
could occur if the company fails to achieve its cost-reduction
goals, or if demand for offshore contract drilling services does
not materialize in 2018.

S&P could consider a stable outlook if it expected Transocean's
credit measures to improve such that FFO to debt is closer to 20%
on a sustained basis.  Improvement would likely require recovery in
offshore contract drilling market conditions.


TRI-G GROUP: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
William Miller, U. S. bankruptcy administrator, on May 18 filed
with the U.S. Bankruptcy Court for the Middle District of North
Carolina a statement of inability to form an official committee of
unsecured creditors in the Chapter 11 case of Tri-G Group, LLC.

                        About Tri-G Group

Tri-G Group, LLC sought protection under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the Middle
District of North Carolina (Greensboro) (Case No. 16-10441) on May
4, 2016. The petition was signed by Guy G. Gulick, manager.

The Debtor is represented by Charles M. Ivey, III, Esq., and
Charles (Chuck) Marshall Ivey, IV, Esq., at Ivey, McClellan, Gatton
& Siegmund, LLP. The case is assigned to Judge Benjamin A. Kahn.

The Debtor disclosed total assets of $863,152 and total debts of
$1.44 million.


TXU CORP: Loan Due October 2014 Trades at 69% Off
-------------------------------------------------
Participations in a syndicated loan under which TXU Corp is a
borrower traded in the secondary market at 31.08
cents-on-the-dollar during the week ended Friday, May 13, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.75 percentage points from the
previous week.  TXU Corp pays 350 basis points above LIBOR to
borrow under the $3.45 billion facility. The bank loan matures on
Oct. 10, 2014 and carries Moody's WR rating and Standard & Poor's
WR rating.  The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended May 13.


TXU CORP: Loan Due October 2017 Trades at 68% Off
-------------------------------------------------
Participations in a syndicated loan under which TXU Corp is a
borrower traded in the secondary market at 31.69
cents-on-the-dollar during the week ended Friday, May 13, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.25 percentage points from the
previous week.  TXU Corp pays 450 basis points above LIBOR to
borrow under the $15.367 billion facility. The bank loan matures on
Oct. 10, 2017 and carries Moody's WR rating and Standard & Poor's
WR rating.  The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended May 13.


UNIVERSAL HEALTH: Bids to Dismiss Suit vs. Warburg Pincus Denied
----------------------------------------------------------------
Judge K. Rodney May of the United States Bankruptcy Court for the
Middle District of Florida, Tampa Division denied all of the
defendants' motions to dismiss the adversary proceeding captioned
SONEET R. KAPILA, as Chapter 11 Trustee of Universal Health Care
Group, Inc., Plaintiff, v. WARBURG PINCUS, LLC; WARBURG PINCUS
PRIVATE EQUITY FUND IX, L.P.; ALLEN WISE; and ALOK SANGHVI,
Defendants, Adv. No. 8:15-ap-132-KRM (Bankr. M.D. Fla.).

The bankruptcy case is In re UNIVERSAL HEALTH CARE GROUP, INC.,
AMERICAN MANAGED CARE, LLC, Chapter 11, Debtors, No.
8:12-bk-1520-KRM, Jointly Administered with No. 8:13-bk-5952-KRM
(Bankr. M.D. Fla.).

The debtor, Universal Health Care Group, Inc., was a holding
company whose subsidiaries offered regulated Medicare HMO plans in
Florida, Texas and Nevada.  In February of 2013, the State of
Florida commenced insolvency proceedings against the two Florida
subsidiaries for lack of capital.  Universal filed for Chapter 11
relief on February 6, 2013, before the UCC sale of the
subsidiaries' stock by the group of senior secured creditors, led
by BankUnited.  Universal attempted a Section 363 sale of the
subsidiaries, but that effort failed.  The court then directed the
appointment of a trustee.

The Chapter 11 trustee, Soneet Kapila, filed an adversary
proceeding alleging that Universal's collapse is the result of its
borrowing $37.5 million in 2011 to redeem preferred stock at a
price of $33 million.  The trustee sought to avoid the redemption
payments and recover damages from the defendants, each of whom have
filed motions to dismiss.

Taking the facts set forth in the complaint as true, Judge May
concluded that the trustee has stated plausible claims against the
defendants Warburg Pincus Private Equity IX, LP and Allen Wise for
receiving a fraudulent transfer and for receiving the benefits of
an inherently unfair transaction.  The judge also found that the
complaint also states plausible claims against the defendants Alok
Sanghvi and Warburg Pincus, LLC for breaches of fiduciary duty to
Universal.  Judge May further concluded that the defendants'
objections to the complaint amount to factual and legal disputes
more appropriately resolved after the issues have been framed and
discovery taken.

A full-text copy of Judge May's May 6, 2016 memorandum opinion and
order is available at https://is.gd/My7ksM from Leagle.com.

Soneet Kapila, as Chapter 11 Trustee of Universal Health Care
Group, Inc., is represented by:

          James D. Gassenheimer, Esq.
          David L. Gay, Esq.
          Paul Steven Singerman, Esq.
          BERGER SINGERMAN, P.A.
          1450 Brickell Avenue, Suite 1900
          Miami, FL 33131
          Tel: (305)755-9500
          Fax: (305)714-4340
          Email: jgassenheimer@bergersingerman.com
                 dgay@bergersingerman.com
                 singerman@bergersingerman.com

Warburg Pincus, LLC is represented by:

          W. Keith Fendrick, Esq.
          Paul A. McDermott, Esq.
          HOLLAND & KNIGHT, LLP
          100 North Tampa Street, Suite 4100
          Tampa, FL 33602
          Tel: (813)227-8500
          Fax: (813)229-0134
          Email: keith.fendrick@hklaw.com
                 paul.mcdermott@hklaw.com

          About Universal Health Care Group

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in a
receivership. Universal Health Care estimated assets of up to$100
million and debt of less than $50 million in court filings in a
Tampa, Florida.  Harley E. Riedel, Esq., at Stichter Riedel Blain
& Prosser serves as counsel to the Debtor

Soneet R. Kapila has been appointed the Chapter 11 Trustee in the
Debtor's case.  He is represented by Roberta A. Colton, Esq., at
Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA.
Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special
conflicts counsel and E-Hounds, Inc., serves as a forensic imaging
consultant to the Chapter 11 trustee.

An affiliate, American Managed Care, LLC, sought Chapter 11
protection (Bankr. M.D. Fla. Case No. 13-05952) on May 3, 2015.
See http://bankrupt.com/misc/flmb13-5952.pdf


UNIVERSAL SOFTWARE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Universal Software Corporation
        1 Olde North Road, Suite 303
        Chelmsford, MA 01824

Case No.: 16-40872

Chapter 11 Petition Date: May 18, 2016

Court: United States Bankruptcy Court
       District of Massachusetts (Worcester)

Judge: Hon. Christopher J. Panos

Debtor's Counsel: George J. Nader, Esq.
                  RILEY & DEVER, P.C.
                  Lynnfield Woods Office Park
                  210 Broadway, Suite 101
                  Lynnfield, MA 01940-2351
                  Tel: (781) 581-9880
                  Fax: (781) 581-7301
                  E-mail: nader@rileydever.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kishore Deshpande, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mab16-40872.pdf


US CONCRETE: S&P Assigns 'BB-' Rating on New $350MM Unsec. Notes
----------------------------------------------------------------
S&P Global Ratings said it assigned its 'BB-' issue-level rating
and '4' recovery rating to U.S. Concrete Inc.'s (USCR) proposed
$350 million senior unsecured notes due 2024.  USCR will use
proceeds to repay its $200 million senior secured notes due 2018,
pay down borrowings under its asset-based lending (ABL) revolving
credit facility, and provide capital for opportunistic
acquisitions.  The '4' recovery rating indicates S&P's expectation
for modest recovery (30% to 50%; lower end of the range) for
unsecured noteholders if a payment default occurs.

                         RECOVERY ANALYSIS

Key Analytical Factors

S&P has assessed recovery prospects for USCR using a reorganization
value of about $315 million.  This represents about  $25 million
increase from S&P's previous valuation, derived from its
incorporation of recent acquisitions by the company, as well as a
6x multiple on a portion of USCR's EBITDA--that derived from
aggregates sales--and a 5x multiple on the remaining EBITDA
(weighted average of 5.25x).  S&P assumed recovery value captures
what it expects would be a rebound in profitability following the
sharp cyclical downturn that our default scenario contemplates.

S&P's recovery rating on USCR's proposed $350 million senior
unsecured notes due 2024 is '4', indicating S&P's expectation for
average recovery (30%-50%; lower end of the range) if a default
occurs.  The resulting 'BB-' issue-level rating is in line with
S&P's notching guidelines for a '4' recovery rating and the 'BB-'
corporate credit rating on the company.

S&P's recovery analysis assumes that, in a hypothetical bankruptcy
scenario, the value of the collateral securing the company's ABL
facility would be sufficient to cover outstanding borrowings.
Although the commitment amount is $250 million, S&P assumed
borrowing exposure of 60%, or about $155 million, because of
potential borrowing base constraints.  S&P Global's simulated
default scenario contemplates a default occurring in 2020 after a
prolonged material downturn in the U.S., leading to decreased
volume; overcapacity dynamics in the industry; the commodity-like
nature of the company's products; and a loss of market share due to
a more competitive operating environment.  As revenues and margins
decline, the company finds itself in the position of having to fund
operating losses/debt service with available cash and, to the
extent available, its ABL facility.  Eventually, the company's
liquidity and capital resources will become strained to the point
where it cannot continue to operate without filing for bankruptcy,
after which S&P assumes the company would reorganize.

S&P Global Ratings uses its recovery analytics to arrive at its
issue-level ratings on the debt of most speculative-grade
nonfinancial corporate issuers (those rated 'BB+' or lower).
Depending on the recovery assessment for a given debt issue, S&P
notch the rating on that issue up, down, or not at all from S&P's
corporate credit rating assigned to the issuer of the debt.

  Simulated Default Assumptions
  Year of default: 2020
  EBITDA at emergence: About $60 million
  Implied enterprise valuation (EV) multiple: 5.25x
  Gross EV: $315 million

  Simplified Waterfall
  Net EV (after 5% administrative costs): $300 million
  Estimated priority claims (ABL facility--$145 million; capital
   lease obligations--$15 million): $160 million
  Available value after priority claims: $135 million
  Estimated senior secured notes claim: $365 million*
   -- Recovery expectation: 30%-50% (lower end of the range)
  * Estimated senior unsecured notes claim amount reflects our
    assumption for six-months' accrued, but unpaid, interest
    outstanding at default.

RATINGS LIST

U.S. Concrete Inc.
Corp credit rating                        BB-/Stable/--

New Ratings
$350 mil senior unsecd notes due 2024     BB-
Recovery rating                           4L


USF HOLDINGS: S&P Lowers Rating on Sr. Secured Debt to 'B'
----------------------------------------------------------
S&P Global Ratings lowered its issue-level rating on Auburn Hills,
Mich.-based injection and compression molded auto components
manufacturer USF Holdings LLC's senior secured debt (issued by U.S.
Farathane LLC) to 'B' from 'B+'.  S&P also revised its recovery
rating on the debt to '3' from '2'.  The '3' recovery rating
indicates S&P's expectation for meaningful (50%-70%; higher end of
the range) recovery for secured lenders in the event of a payment
default.

USF has announced that it will secure an $80 million incremental
term loan B to fund a distribution to its shareholders.  At the
same time, the company is repricing its existing term loan
(approximately $475 million outstanding as of March 31, 2016),
which will provide it with an estimated $5 million of interest
savings per year.  S&P's assessment incorporates the expectation
that the company will continue to pursue aggressive financial
policies given its ownership by its financial sponsor, The Gores
Group.  Therefore, S&P anticipates that the USF's credit quality
could deteriorate somewhat because its leverage may increase.  S&P
expects that its adjusted leverage will be about 3.6x in 2016 and
believes that the company may take on additional debt to expand its
geographic footprint, which could preclude any meaningful near-term
deleveraging.  S&P believes that the company's recent debt-funded
acquisitions of Tepso in Mexico and Boston Plastics in China were
strategic because they will improve USF's competitive position with
the original equipment manufacturers and enhance its manufacturing
diversity.

S&P's 'B' corporate credit rating on USF Holdings LLC is unchanged.
The stable outlook on USF reflects S&P's view that over the next
12 months the company will continue to generate above average
profitability, sustain a free operating cash flow (FOCF)-to-debt
ratio of around 5%, and maintain its aggressive financial policies
given its financial-sponsor ownership.

                         RECOVERY ANALYSIS

Key analytical factors

S&P's simulated default scenario anticipates a default in 2019
caused by a combination of the following factors: a sustained
economic downturn that reduces customer demand for new automobiles;
intense pricing pressure resulting from the competitive actions of
other auto suppliers and/or raw material vendors; and the potential
loss of one or more key customers.  S&P expects these conditions to
reduce USF's volumes, revenues, gross margins, and net income,
causing its liquidity and operating cash flow to decline.

The other factors of our default scenario include:

   -- LIBOR of 275 basis points (bps);
   -- The asset-based lending (ABL) revolver is 60% drawn at
      default;
   -- A 125 bps increase in the margin on the first-lien term loan

      because of credit deterioration; and
   -- All debt includes six months of accrued interest.

Simulated default assumptions:

   -- Simulated year of default: 2019
   -- EBITDA at emergence: $80.0 million
   -- EBITDA multiple: 5.0x

Simplified waterfall:

   -- Gross enterprise value: $400 million
   -- Administrative expenses: $20 million
   -- Net enterprise value: $380 million
   -- Valuation split (obligors/nonobligors): 88%/12%
   -- Priority claims: $60 million
   -- Value available to first-lien debt
      (collateral/noncollateral): $304 million/$16 million
   -- Secured first-lien debt claims: $495 million
      -- Recovery expectations: 50%-70% (upper half of the range)

RATINGS LIST

USF Holdings LLC
Corporate Credit Rating           B/Stable/--

Downgraded; Recovery Rating Revised
                                   To                 From
U.S. Farathane LLC
Senior Secured Debt               B                  B+
  Recovery Rating                  3H                 2L


VALEANT PHARMA: Has Until July 18 to Cure Indenture Default
-----------------------------------------------------------
Valeant Pharmaceuticals International, Inc. on May 19 disclosed
that it has received a notice of default from the trustee under one
of its senior note indentures as a result of the delay in Valeant
filing its Form 10-Q for the period ended March 31, 2016.  The
notice of default does not result in the acceleration of any of
Valeant's indebtedness.  Under its senior note indenture, Valeant
has 60 days from the receipt of the notice to file the Form 10-Q,
which will cure the default in all respects.  As announced on May
9, 2016, Valeant expects to file the Form 10-Q with the Securities
and Exchange Commission and the Canadian Securities Regulators on
or before June 10, 2016, which would be well in advance of the
60-day cure date of July 18, 2016.

                          About Valeant

Valeant Pharmaceuticals International, Inc. (nyse/tsx:VRX) --
http://www.valeant.com-- is a multinational specialty
pharmaceutical company that develops, manufactures and markets a
broad range of pharmaceutical products primarily in the areas of
dermatology, gastrointestinal disorders, eye health, neurology and
branded generics.


VEREIT OPERATING: S&P Assigns 'BB+' Rating on $500MM Sr. Notes
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating to VEREIT
Operating Partnership L.P.'s (together with VEREIT Inc.) proposed
$500 million senior notes offering due 2026.  The 'BB+' issue level
rating is one notch higher than our corporate credit rating on
VEREIT.  The notes will be senior unsecured obligations of the
Operating Partnership, guaranteed by VEREIT Inc.  The recovery
rating is '2', indicating S&P's expectation for a substantial
recovery in the event of a payment default at the high end of the
70% to 90% range.  All other ratings, including the 'BB' corporate
credit rating and positive outlook on VEREIT remain unchanged.

The company will use proceeds from this offering, together with
borrowings under a new $300 million secured term loan A facility
(not rated), and approximately $27 million of cash on hand or
borrowings under its revolving credit facility, to fund the
redemption of the $800 million aggregate principal amount of its
existing 2.00% senior notes due 2017, including accrued and unpaid
interest, and to pay related fees and expenses.

S&P recently revised the outlook to positive based on expectations
for further strengthening in the business, an improving credit
profile following the application of asset sale proceeds to debt
repayment, successful remediation of material weaknesses, and
reconstituted board and senior management team.

RATINGS LIST

VEREIT Inc.
Corporate Credit Rating                  BB/Positive/--

New Rating
VEREIT Inc.
VEREIT Operating Partnership L.P.
$500M senior unsecured notes            BB+
   Recovery rating                       2H


VERMILLION INC: Incurs $4.89 Million Net Loss in First Quarter
--------------------------------------------------------------
Vermillion, Inc., filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of $4.89
million on $505,000 of total revenue for the three months ended
March 31, 2016, compared to a net loss of $4.13 million on $951,000
of total revenue for the same period in 2015.

As of March 31, 2016, Vermillion had $15.9 million in total assets,
$2.99 million in total liabilities and $12.9 million in total
stockholders' equity.

Valerie Palmieri, president and CEO of Vermillion, Inc., stated,
"The first quarter marked a number of accomplishments, and we are
on track with our 2016 commercial plan.  The FDA's clearance of
Overa and the publication of our peer-reviewed clinical utility
study regarding OVA1 were two of our major accomplishments in the
first quarter.  In addition, we launched our "Direct-to-Women"
education campaign and started to identify key strategic
international distribution partners.  We also took steps to improve
our operating efficiency by reducing our go-forward operating
expenses by approximately 20%, while at the same time making key
investments in both our new in vitro diagnostic trial services line
of business, which we refer to as ASPiRA IVD, and our overall
information technology infrastructure.  We believe these
accomplishments are all key indicators of growth and will set the
foundation for growth in 2016 and beyond."

As of March 31, 2016, cash and equivalents totaled $13.1 million.
The Company utilized $5.6 million in cash in the first quarter of
2016 including $600,000 of capital expenditures primarily for IT
infrastructure and ASPiRA IVD's laboratory build out.  Subsequent
to March 31, 2016, the Company received $2.0 million in
disbursements from a loan of up to $4.0 million from the DECD.  The
remaining $2.0 million will be disbursed if and when the Company
achieves certain future milestones.  Including the $2.0 million
received from the State of Connecticut, the Company expects net
cash utilization of $2.0 million - $3.0 million in the second
quarter of 2016.

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

                     https://is.gd/O1JmZQ

                        About Vermillion

Vermillion, Inc., is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 09-11091) on March 30, 2009.  Vermillion's legal
advisor in connection with its successful reorganization efforts
wass Paul, Hastings, Janofsky & Walker LLP.  Vermillion emerged
from bankruptcy in January 2010.  The Plan called for the Company
to pay all claims in full and equity holders to retain control of
the Company.

Vermillion reported a net loss of $19.1 million on $2.17 million of
total revenue for the year ended Dec. 31, 2015, compared to a net
loss of $19.2 million on $2.52 million of total revenue for the
year ended Dec. 31, 2014.


VERTICAL COMPUTER: Incurs $700,000 Net Loss in First Quarter
------------------------------------------------------------
Vertical Computer Systems, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss applicable to common stockholders of $700,328 on $952,943
of total revenues for the three months ended March 31, 2016,
compared to a net loss applicable to common stockholders of
$826,659 on $1.05 million of total revenues for the same period in
2015.

As of March 31, 2016, Vertical Systems had $1.52 million in total
assets, $18.69 million in total liabilities, $9.90 million in
convertible cumulative preferred stock and a total stockholders'
deficit of $27.07 million.

At March 31, 2016, the Company had non-restricted cash-on-hand of
$7,586 compared to $37,141 at Dec. 31, 2015.

Net cash provided by operating activities for the three months
ended March 31, 2016, was $236,326 compared to net cash used in
operating activities of $185,564 for the three months ended
March 31, 2015.

For the three months ended March 31, 2016, the Company collected
cash from its customers and other licensees of $1,145,434. The
Company used the cash to pay for salaries, benefits, payroll taxes
and payroll fees of $595,718, attorney fees and professional fees
of $72,000, interest payments of $107,200, sales taxes of $17,554,
and other regular trade payables of $116,636.  For the three months
ended March 31, 2015, the Company collected cash from its customers
and other licensees of $1,456,541.  The Company used the cash to
pay for salaries, benefits, payroll taxes and payroll fees of
$888,794, attorney fees of $81,108, professional fees and
consulting fees of $158,725 interest payments of $68,960, taxes of
$15,960, and other regular trade payables of $428,558.

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

                       https://is.gd/t4dkjq

                      About Vertical Computer

Richardson, Tex.-based Vertical Computer Systems, Inc., is a
multinational provider of Internet core technologies, application
software, and software services through its distribution network
with operations or sales in the United States, Canada and Brazil.

Vertical Computer reported a net loss available to common
stockholders of $3.15 million on $4.26 million of total revenues
for the year ended Dec. 31, 2015, compared to a net loss available
to common stockholders of $2.07 million on $7.43 million of total
revenues for the year ended Dec. 31, 2014.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company suffered net losses
and has a working capital deficiency, which raises substantial
doubt about its ability to continue as a going concern.


VESTIS RETAIL: 341 Meeting of Creditors Set for May 26
------------------------------------------------------
The meeting of creditors of Vestis Retail Group LLC is set to be
held on May 26, 2016, at 2:00 p.m. (Eastern Time), according to a
filing with the U.S. Bankruptcy Court in Delaware.

The meeting will be held at J. Caleb Boggs Federal Building, Room
2112, 2nd Floor, 844 North King Street, Wilmington, Delaware.

The court overseeing the bankruptcy case of a company schedules the
meeting of creditors usually about 30 days after the bankruptcy
petition is filed.  The meeting is called the "341 meeting" after
the section of the Bankruptcy Code that requires it.

A representative of the company is required to appear at the
meeting and answer questions under oath.  The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.

                       About Vestis Retail

Vestis Retail Group and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. 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.

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.

Judge Laurie Selber Silverstein is assigned to the cases.

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.

An official committee of unsecured creditors has been appointed in
the cases.  The Committee has tapped Cooley LLP as its lead counsel
and Polsinelli as conflicts counsel.  Zolfo Cooper, LLC serves as
its bankruptcy consultant and financial advisor.


VESTIS RETAIL: Judge Sets Deadlines for Filing Claims
-----------------------------------------------------
A federal judge approved the deadline proposed by Vestis Retail
Group LLC for filing pre-bankruptcy claims against the company.

The order, issued by U.S. Bankruptcy Judge Laurie Silverstein,
established 5:00 p.m. (prevailing Pacific Time) on the date that is
30 days after the company mails a "bar date" notice as the deadline
for creditors to file a proof of their claims.

This deadline is called a bar date because it means that creditors
who come forward after that date may be "barred" from ever filing a
claim against the company.

The court order also required all governmental units that have
claims against the company to submit a proof of their claims on or
before Oct. 17, 2016, at 5:00 p.m. (prevailing Pacific Time).

                       About Vestis Retail

Vestis Retail Group and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. 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.

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.

Judge Laurie Selber Silverstein is assigned to the cases.

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.

An official committee of unsecured creditors has been appointed in
the cases.  The Committee has tapped Cooley LLP as its lead counsel
and Polsinelli as conflicts counsel.  Zolfo Cooper, LLC serves as
its bankruptcy consultant and financial advisor.


VOYAGER TRANSIT: Hires Eric A. Liepins as Bankruptcy Counsel
------------------------------------------------------------
Voyager Transit, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Texas for permission to employ Eric A. Liepins
and the law firm of Eric A. Liepins, P.C., as bankruptcy counsel.

The Debtor believes a variety of legal matters exist as to the
assets and liabilities of the estate which require legal
assistance.

The Firm will be paid these hourly rates:

      Eric A. Liepins, Esq.                $275
      Paralegals and Legal Assistants     $30-50

The Firm has received a retainer of $3,500 plus the filing fee.

The Firm can be reached at:

      Eric A. Liepins, Esq.
      ERIC A. LIEPINS, P.C.
      12770 Coit Road, Suite 1100
      Dallas, Texas 75251
      Tel: (972) 991-5591
      Fax: (972) 991-5788

Eric A. Liepins, Esq., sole shareholder at the Firm, assures the
Court that the Firm does not represent any creditors or parties in
interest in this case, and does not represent any other interest
adverse to the Estate of the Debtor.

Voyager Transit, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Tex. Case No. 16-41942) on May 16, 2016.


WOODVILLE LUMBER: Goverment Units Have Until Oct. 3 to File Claims
------------------------------------------------------------------
Woodville Lumber Inc. announced in a filing with the U.S.
Bankruptcy Court for the Eastern District of Texas that the
deadline for government units to file a proof of their claims
against the company is Oct. 3, 2016.

                       About Woodville Lumber

Woodville Lumber Inc., Woodville Lumber II, LLC and GP Lumber, LLC
each filed a petition for relief under Chapter 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court for the
Eastern District of Texas (Lufkin) (Case Nos. 16-90088 to 16-90090)
on April 4, 2016.

The Debtors are represented by William Steven Bryant, Esq., at
Locke Lord LLP.

Each of the Debtors has an estimated assets and debts of $10
million to $50 million.


ZUCKER GOLDBERG: PNC, MidFirst Object to Bid to Consolidate Suits
-----------------------------------------------------------------
PNC Mortgage and MidFirst Bank separately filed objections with the
U.S. Bankruptcy Court for the District of New Jersey to Zucker,
Goldberg & Ackerman, LLC's motion to consolidate adversary
proceedings and compel mediation.

In January 2016, the Debtor commenced 42-adversary proceedings
against its former clients, including PNC, a division of PNC Bank,
N.A., seeking recovery of attorneys' fees and costs purportedly
incurred by the Debtor, in excess of $4 million.

On January 1, 2013, the Debtor and MidFirst entered into an
engagement agreement, wherein the Debtor agreed to provide legal
services for certain consumer loan transactions that may result in
foreclosure, eviction, or bankruptcy proceedings.  In December
2015, MidFirst filed its proof of claim wherein it asserted that,
as of the Petition Date, the Debtor was and remains indebted to
MidFirst in the amount of $819,588.

PNC argues that through its Motion, the Debtor seeks to compel its
former clients to mediate without first having an opportunity to
conduct any discovery, and, at a minimum, being provided with
certain basic documents that may support Debtor's purported claims
or its former clients' defenses.  As former counsel to the
Defendants in the Adversary Cases, PNC contends that the Debtor
should know that these institutions cannot make any decision
concerning settlement without first having an opportunity to
evaluate the merits of a dispute.  Thus, PNC points out, requiring
the Debtor's former clients to mediate their disputes without being
afforded an opportunity to evaluate the merits of the disputed
issues, as well as requiring them to mediate under the "rules"
dictated by the Debtor, will not result in many settlements, if
any.

MidFirst agrees that mediation may serve as the most efficient
resolution of the MidFirst Adversary.  MidFirst asserts that
although the Agreement specifically provides that disputes are to
be resolved through arbitration in Oklahoma, MidFirst acknowledges
that expenses incurred by the Debtor in order to proceed with
arbitration in Oklahoma will only further reduce the ultimate
recovery to creditors from the Debtor's estate.  Hence, MidFirst
proposes that the Court allow for telephonic or video conference
mediation in the adversary proceedings for the adversary defendants
who so desire.  MidFirst further asks that the Court stay all
current deadlines in the MidFirst Adversary until the mediation is
conducted.

PNC is represented by:

          Jon T. Pearson, Esq.
          BALLARD SPAHR LLP
          210 Lake Drive East, Suite 200
          Cherry Hill, NJ 08002
          Telephone: (856) 761-3400
          Facsimile: (856) 761-1020
          E-mail: pearsonj@ballardspahr.com

               - and -

          Rosetta B. Packer, Esq.
          BALLARD SPAHR LLP
          1735 Market Street, 51st Floor
          Philadelphia, PA 19103
          Telephone: (215) 864-8500
          Facsimile: (215) 864-8999
          E-mail: packerr@ballardspahr.com

MidFirst Bank is represented by:

          Margarita Y. Ginzburg, Esq.
          DAY PITNEY LLP
          One Jefferson Road
          Parsippany, NJ 07054-2891
          Telephone: (973) 966-6300
          E-mail: mginzburg@daypitney.com

               - and -

          Lysbeth L. George, Esq.
          CROWE & DUNLEVY, PC
          324 N. Robinson Avenue, Suite 100
          Oklahoma City, OK 73102
          Telephone: (405)235-7700
          E-mail: lysbeth.george@crowedunlevy.com

                About Zucker, Goldberg & Ackerman

Formed in 1923 as Zucker & Goldberg, the law firm Zucker, Goldberg
& Ackerman, LLC, was primarily engaged in the representation of
lenders and secured parties in foreclosure matters, insolvency
proceedings and related matters.  The sole members of ZGA are
Michael S. Ackerman, Esq. and Joel Ackerman, Esq. Michael S.
Ackerman is the managing member of the firm.  ZGA's primary offices
are in Mountainside, New Jersey.

Zucker, Goldberg & Ackerman, LLC, sought Chapter 11 protection
(Bankr. D.N.J. Case No. 15-24585) in Newark, New Jersey, on Aug. 3,
2015, to complete the orderly liquidation of the business.

The case is assigned to Judge Christine M. Gravelle.

The Debtor disclosed total assets of $11.5 million and total
liabilities of $53.3 million as of June 30, 2015.

ZGA tapped Wasserman, Jurista & Stolz, P.C. as bankruptcy counsel;
Brown, Moskowitz & Kallen, P.C., as special litigation counsel;
Genova Burns as labor counsel; and BMC Group, Inc., as noticing and
balloting agent.

On Aug. 17, 2015, an Official Committee of Unsecured Creditors was
appointed by the Office of the United States Trustee.  The
Committee on Oct. 15, 2015, won approval to retain McCarter &
English, LLP ("McCarter") to serve as Committee counsel, effective
as Aug. 14, 2015.

                         *      *     *

The Debtor in December 2015 filed a "Plan of Orderly Liquidation"
which provides for the wind down of the firm's business.  The Plan
was put on hold pending the issuance of a report by the examiner.

The Court on Feb. 8, 2016, entered an order approving the Acting
U.S. Trustee's appointment of former bankruptcy judge Donald H.
Steckroth, Esq., as examiner.  The Creditors Committee sought an
examiner to investigate possible claims against current and former
members of the bankrupt foreclosure law firm and related
"insiders".


[*] Linn Bankruptcy Boosts HY Bond Default Rate to 13%, Fitch Says
------------------------------------------------------------------
Linn Energy LLC's bankruptcy filing affects more than $9 billion of
total debt and helped push the May TTM energy high yield bond
default rate to nearly 13%, up from 10.7% at the end of April,
according to Fitch Ratings.  The May TTM exploration & production
(E&P) subsector default rate has now been driven to a record 24%.
Fitch forecasts the E&P high yield bond rate to finish at 30%-35%
at year end.

Filings by Linn and Penn Virginia this morning propelled the
overall May TTM high yield bond default rate to 4.2%.  Fitch is
projecting the overall rate to finish 2016 at 6%, and had expected
both of these filings in the annual forecast.

Linn's nearly $5 billion of unsecured notes have poor recovery
prospects, which would share the new common equity with second lien
noteholders under a reorganization plan based on the restructuring
support agreement (RSA) dated May 11.  The $0.12 bid prices on
nearly $4 billion of unsecured notes (seven separate series,
including Berry Petroleum) as of May 11.  The $1 billion of 12%
second lien notes due 2020 that were issued in November 2015 in an
unsecured for secured exchange were bid at $0.19125, also
indicating a likelihood of relatively low equity values in the
reorganization.

Borrowings of $3.49 billion under the asset-based revolver (ABL)
and term loan facility would be paid in full under a reorganization
plan modeled on the RSA.  A portion of the distribution to holders
would be made in cash with the balance converted into $2.2 billion
of new ABL revolver and term debt at exit.

Linn recently borrowed approximately $919 million under its ABL,
which had fully utilized the facility and built up cash liquidity
prior to the filing, as did Subsidiary, Berry Petroleum Company
LLC's $900 million credit facility.  Linn has no plans to seek a
DIP facility.

Linn is among a number of leveraged energy defaulters in the
current wave that negotiated RSAs prior to bankruptcy filing in
anticipation of a quick restructuring of debt in court.  This
morning's filing by Penn was also based on an RSA and other
examples include Energy XXI, Ltd., Goodrich Petroleum, Paragon
Offshore plc and Samson Investment Co.

Linn's unsustainable capital structure resulted from significant
debt added to pursue an aggressive acquisition strategy and a
reliance on hedge positions to support high run-rate leverage
metrics.  Linn made more than 60 acquisitions in the past 10 years,
and the inability to renew hedges at profitable levels amid low
market prices ultimately led to an unsustainable leverage profile.

Linn is structured as an LLC but has the tax and distribution
characteristics of a master limited partnership, with a business
model that operates in the upstream oil and gas production segment
of the energy sector rather than in the midstream space and has
greater exposure to commodity prices despite strategy to maintain
significant hedge positions (approximately $1.8 billion as of
Dec. 31, 2015).  Upstream production cash flows are more volatile
and are less able to sustain high leverage than midstream
companies, which generally exhibit more stable cash flow profiles.


The default followed the company's announcement that it was
exploring strategic alternatives for its capital structure and had
retained financial and legal advisors to assist with the strategic
plan in early February 2016.


[^] BOOK REVIEW: BOARD GAMES - Changing Shape of Corporate Power
----------------------------------------------------------------
Author:     Arthur Fleischer, Jr.,
            Geoffrey C. Hazard, Jr., and
            Miriam Z. Klipper
Publisher:  Beard Books
Softcover:  248 pages
List Price: $34.95

Order your personal copy today at
http://www.amazon.com/exec/obidos/ASIN/1587981629/internetbankrupt

A ruling by the Delaware Supreme Court on January 29, 1985 was a
wake-up call to directors of U. S. corporations. On this date,
overruling a lower court decision, the Delaware Supreme Court
ruled that the nine board members of Chicago company Trans Union
Corporation were "guilty of breaching their duty to the company's
shareholders." What the board members had done was agree to sell
Trans Union without a satisfactory review of its value. The guilty
board members were ordered by the Court to pay "the difference
between the per share selling price and the 'real' market value of
the company's shares."

Needless to say, the nine Trans Union directors were shocked at
the guilt verdict and the punishment. The chairman of the board,
Jerome Van Gorkom, was a lawyer and a CPA who was also a board
member of other large, respected corporations. For the most part,
it was he who had put together the terms of the potential sale,
including setting value of the company's stock at $55.00 even
though it was trading at about $38.00 per share. News of the
possible sale immediately drove the stock up to $51.50 per share,
and was commented on favorably in a "New York Times" business
article. Still, Van Gorkom and the other directors were found
guilty of breaching their duty, and ordered by Delaware's highest
court to pay a sum to injured parties that would be financially
ruinous. This was clearly more than board members of the Trans
Union Corporation or any other corporation had ever bargained for.
It was more than board members had ever conceived was possible
without evidence of fraud or graft.

The three authors are all attorneys who have worked at the highest
levels of the legal field, business, and government. Fleischer is
the senior partner of the law firm Fried, Frank, Harris, Schriver
& Jacobson at the head of its mergers and acquisitions department.
He's also the author of the textbook "Takeover Defenses" which is
in its 6th edition. Hazard is a Professor of Law and former
reporter for the American Bar Association's special committee on
the lawyers' ethics code; while Klipper has been a New York
assistant district attorney prosecuting corporate and financial
fraud, and also a corporate attorney on Wall Street. Using the
Trans Union Corporation case as a watershed event for members of
boards of directors, the highly-experienced legal professionals
lay out the new ground rules for board members. In laying out the
circumstances and facts of a number of cases; keen, concise
analyses of these; and finding where and how board members went
wrong, the authors provide guidance for corporate directors, top
executives, and corporate and private business attorneys on
issues, processes, and decisions of critical importance to them.

Household International, Union Carbide, Gelco Corp., Revlon, SCM,
and Freuhauf are other major corporations whose merger-and-
acquisitions activities resulted in court cases that the authors
study to the benefit of readers. The Boards of Directors of these
as well as Trans Union and their positions with other companies
are listed in the appendix. Many other corporations and their
board members are also referred to in the text.

With respect to each of the cases it deals with, BOARD GAMES
outlines the business environment, identifies important
individuals, analyzes decisions, and discusses considerations
regarding laws, government regulations, and corporate practice. In
all of this, however, given the exceptional legal background of
the three authors, the book recurringly brings into the picture
the legalities applying to the activities and decisions of board
members and in many instances, court rulings on these. Passages
from court transcripts are occasionally recorded and commented on.
Elsewhere, legal terms and concepts--e. g., "gross nonattendance"-
-are defined as much as they can be. In one place, the authors
discuss six levels of responsibility for board members from
"assure proper result" through negligence up to fraud. Without
being overly technical, the authors' legal experience and guidance
is continually in the forefront. Needless to say, with this, BOARD
GAMES is a work of importance to board members and others with the
responsibility of overseeing and running corporations in the
present-day, post-Enron business environment where shareholders
and government officials are scrutinizing their behavior and
decisions.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2016.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
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                   *** End of Transmission ***