TCR_Public/160530.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, May 30, 2016, Vol. 20, No. 151

                            Headlines

A.L. EASTMOND: Court OKs FIFC Insurance Financing Agreement
ABC DISPOSAL: Seeks to Hire Argus as Financial Advisor
ABC DISPOSAL: Seeks to Hire Murphy & King as Counsel
ADELPHIA COMMUNICATIONS: Accepts Claims Tendered Under Offers
ALLIANCE ONE: Amends 2015 Annual Report

ALLIANCE ONE: Amends June 30 2015 Quarterly Report
ALLIANCE ONE: Incurs $21.7 Million Net Loss in Q2 2015
ALLIANCE ONE: Posts $11.5 Million Net Income in Q3 2015
ALPHA NATURAL: Court Approves Sale of PLR Assets to Vantage Unit
AMERICAN EAGLE: Power Energy Partners Support Conversion to Ch. 7

APOLLO PRESS: Case Summary & 20 Largest Unsecured Creditors
ARCADE PROPERTIES: Seeks to Hire Ehrhard as Legal Counsel
ARMADA WATER: Seeks to Hire McKool Smith as Legal Counsel
ASPEN GROUP: Grants Non-Employee Directors 5-Year Stock Options
ATLANTIC CITY, NJ: Governor Signs Financial Rescue Package

AVAYA INC: Files Conflicts Minerals Report with SEC
BEAR CREEK: Seeks to Hire Jaffe Raitt as Legal Counsel
BEN MOSS: Can Restructure Under CCAA, A&M Named as Monitor
BREITBURN ENERGY: DIP Facility Approved on Interim
BREITBURN ENERGY: U.S. Trustee Forms 3-Member Committee

BRUNSWICK CORP: Moody's Puts Ba1 Ratings on Review for Upgrade
BUILDERS FIRSTSOURCE: WP IX Sells Entire Stake to Credit Suisse
CADILLAC NURSING: Trustee Amends Notice of Committee Appointment
CALATLANTIC GROUP: Moody's Rates Proposed $300M Notes 'Ba2'
CAPITAL L. CORP: Seeks to Hire Brouse McDowell as Legal Counsel

CARL EQUIPMENT: Voluntary Chapter 11 Case Summary
CELTIC CONCEPTS: Seeks to Hire Wauson & Probus as Legal Counsel
CENGAGE LEARNING: Moody's Cuts Sr. Unsecured Term Loan Rating to B1
CHAMPION INDUSTRIES: Files Amendment #3 to Schedule 13E-3
CHRIST FELLOWSHIP: U.S. Trustee Unable to Appoint Committee

CLAIRE'S STORES: Reports Fiscal 2016 First Quarter Results
COMPACT UNLIMITED: Seeks to Hire Durand as Legal Counsel
COMPUTER SCIENCES: Moody's Affirms Ba1 Stock Shelf Rating
CYTORI THERAPEUTICS: Subscription Rights to Expire June 9
D&E GENERAL: Seeks to Hire Hodges Doughty as Legal Counsel

DELPHI AUTOMOTIVE: Court Denies Summary Judgment Bids in Solus Suit
DEX MEDIA: Alvarez & Marsal's Andrew Hede to Serve as CRO
DEX MEDIA: Hires Ernst & Young as Auditor & Tax Advisor
DEX MEDIA: Hires Kirkland & Ellis as Chapter 11 Counsel
DEX MEDIA: Hires Moelis & Co. as Investment Banker, Fin'l Advisor

DEX MEDIA: Hires Young Conaway as Bankruptcy Co-Counsel
DEX MEDIA: Taps Epiq Bankruptcy as Administrative Advisor
DEX MEDIA: Taps KPMG LLP as Tax Advisors
DIFFERENTIAL BRANDS: Joins B. Riley & Co.'s Conference
DRAFTDAY FANTASY: Fails to Regain Compliance of NASDAQ Rule

DYCOM INDUSTRIES: S&P Affirms 'BB-' Rating on $485MM Sr. Notes
EMERALD OIL: Snags $73-Mil. Bid Before July Auction
ENERGY TRANSFER: S&P Puts 'BB' CCR on CreditWatch Negative
FANNIE MAE: William Forrester Resigns as Director
FLOUR CITY BAGELS: Wants 90-Day Extension of Plan Filing Period

FRED FULLER: Committee Seeks to Sue Owner, Executives
FRESH & EASY: Wants Exclusive Plan Filing Extended to June 28
GERMAN PELLETS: Seeks to Obtain $3.4MM DIP Financing from UMB
GIYANI GOLD: Files Financial Statements & MD&A to Remedy Default
GOGO INC: S&P Withdraws 'B-' Rating on Proposed Sr. Sec. Notes

GREENBRIER COS: S&P Revises Outlook to Pos. & Affirms 'BB-' CCR
GREENHUNTER RESOURCES: Crady Jewett Represents Multiple Creditors
GRIZZLY CATTLE: Judge Grants Bid to Appoint Chapter 11 Trustee
HANOVER PARMENTER: Seeks to Hire Cruickshank as Legal Counsel
HCSB FINANCIAL: Amends 23.4 Million Prospectus with SEC

HERC RENTALS: Moody's Assigns B1 CFR, Outlook Stable
HERC RENTALS: S&P Affirms 'B+' Rating on Proposed Sr. Sec. Notes
HERCULES OFFSHORE: To File for Ch. 11 Again and Liquidate
HI-CRUSH PARTNERS: S&P Lowers Corp. Credit Rating to B-
HONEY BEE: State of Hawaii Opposes Financing Motion

HONEY BEE: State of Hawaii Opposes Financing Motion
HORSEHEAD HOLDING: Committee Seeks Standing to Sue US Bank
IAC/INTERACTIVECORP: Moody's Assigns Ba3 Rating on $400MM Notes
IMMC CORPORATION: Liquidating Trustee's Appeals Case Reopened
INTELLINETICS INC: GBQ Partners Raises Going Concern Doubt

IRON MOUNTAIN: Moody's Affirms Ba3 CFR & Rates New $500MM Notes Ba3
JACK COOPER: Moody's Cuts Corporate Family Rating to Caa2
JD POWER: Moody's Assigns B2 CFR & Rates 1st Lien Debt B1
JOHN PAUL SMITH: Court Reverses Dismissal of Foreclosure Suit
K.M. VILLAS: Hires Songer as Forensic Expert

KEMET CORP: Incurs $53.6 Million Net Loss in 2015
KOBE RESTAURANT: U.S. Trustee Unable to Appoint Committee
KRONOS WORLDWIDE: Moody's Lowers CFR to B1, Outlook Negative
LA CASA DEL MAESTRO: Hires Juan C. Vazquez Hernandez as Accountant
LA ESTRELLA: Wants Time to Confirm Plan Extended by 90 Days

LEGACY BENEFITS: Moody's Lowers Rating on Cl. B Notes to B1
LEUCADIA NATIONAL: Moody's Affirms Ba1 CFR, Outlook Stable
LIFE PARTNERS: Schnitman Seeks Dismissal of Trustee's Claims
LIME ENERGY: Gets Noncompliance Notice from NASDAQ
LUCKY SOIL: Ch.11 Trustee to Hire Nathan Sommers as Counsel

M SPACE HOLDINGS: Hires Gordon Brothers as Liquidator
MAGNA CLEANERS: Hires John Solt as Chapter 11 Counsel
MAHI LLC: Seeks to Hire Stewart Robbins as Legal Counsel
MCK MILLENNIUM: Exclusive Plan Filing Period Extended to June 27
MIDSTATES PETROLEUM: Seeks to Hire Evercore as Investment Banker

MIDSTATES PETROLEUM: Seeks to Hire Jackson as Conflicts Counsel
MIDSTATES PETROLEUM: Seeks to Hire Kirkland as Lead Counsel
MOBILESMITH INC: Comerica Loan Agreement Maturity Moved to 2018
MOBILESMITH INC: Stockholders Elect 3 Directors
MODERN OFFICE SYSTEMS: Seeks to Hire Michael Marcus as Accountant

MOSS FAMILY: BW Allowed $125K Administrative Expense Claim
MOSS FAMILY: U.S. Bank Wants Automatic Stay Relief
MOTORS LIQUIDATION: Has $612M Assets in Liquidation at March 31
MSC SOFTWARE: Moody's Lowers Corporate Family Rating to B3
MUSCLEPHARM CORP: Settles with ETW Corp. for $2.5 Million

NATIONAL BANK OF ANGUILLA: Chapter 15 Case Summary
NAVISTAR INTERNATIONAL: Files 2015 Conflicts Minerals Report
NEW PHOENIX: Voluntary Chapter 11 Case Summary
NEWLEAD HOLDINGS: Incurs $97.1 Million Net Loss in 2015
NORANDA ALUMINUM: Bonuses Approved While Ch. 11 Battle Brews

NORFE GROUP: Hires Totti & Rodriguez as Special Counsel
NORTEL NETWORKS: Appeals and Cross-Appeals Certified to 3rd Cir.
NORTEL NETWORKS: Appeals Certified to Third Circuit
NORTEL NETWORKS: Canadian Units, et al., Oppose Distribution to LSI
OCI BEAUMONT: S&P Affirms 'B' CCR, Off CreditWatch Positive

OLD TAMPA BAY: Case Summary & 3 Unsecured Creditors
OPEN TEXT: Moody's Rates Proposed Sr. Unsecured Notes Ba2
PACIFIC SUNWEAR: April 7, 2017 Fixed as New Maturity Date
PACIFIC SUNWEAR: Assumption/Rejection Period Extended to Nov. 3
PACIFIC SUNWEAR: Court Authorizes KEIP and KERP Implementation

PALISADES PARK: Seeks to Hire Dean Smith as Appraiser
PALMAZ SCIENTIFIC: Hires Kingman as Counsel
PARADIGM ACQUISITION: Moody's Cuts Corporate Family Rating to B3
PARSLEY ENERGY: Moody's Assigns B3 Rating on $200MM Sr. Notes
PENN VIRGINIA: Asks to Assume Restructuring Support Agreement

PENN VIRGINIA: Targeting Aug. 4 Confirmation of Plan
PERPETUAL ENERGY: Moody's Cuts Corporate Family Rating to Caa2
PIONEER HEALTH: Committee Hires GlassRatner as Financial Advisor
PMT INVESTMENTS: U.S. Trustee Unable to Appoint Committee
PORTER BANCORP: Shareholders Elect Eight Directors

PREFERRED CONCRETE: Hires O. Allan Fridman as Bankruptcy Counsel
PREMIER TRANSFER: Seeks to Hire Magee Goldstein as Legal Counsel
PRODUCTION RESOURCE: S&P Reinstates CCC+ Rating on $250MM Revolver
QRS RECYCLING: Hires Bingham Greenebaum as Counsel
QRS RECYCLING: Hires UpShot as Claims Agent

QUANTUM MATERIALS: Enters Next Phase of Quantum Dot Development
QUINN'S JUNCTION: Seeks to Hire RMA as Accountant
RBK TRUCKING: Hires Burgess as Counsel
REALOGY GROUP: Moody's Rates New Sr. Unsecured Notes 'B2'
REALOGY GROUP: S&P Assigns 'B' Rating on Proposed $500MM Notes

REALOGY HOLDINGS: Prices $500 Million Offering of Senior Notes
REGAL ENTERTAINMENT: Moody's Assigns Ba1 Rating on Proposed Loan
REGATTA CONSTRUCTION: Hires Riley & Dever as Chapter 11 Counsel
RELATIVITY MEDIA: Netflix Loses Bid for Advance Release of Films
ROCKIES EXPRESS: S&P Affirms 'BB+' CCR & Revises Outlook to Neg.

ROCKIES REGION: PwC Expresses Concern Doubt
ROLLING LANDS: Seeks to Hire Wyatt as Legal Counsel
ROLLING LANDS: U.S. Trustee Unable to Appoint Committee
ROMA'S STEAK: Hires Long as Chapter 11 Counsel
S-METALS FL: Hires Aresty as Bankruptcy Counsel

SAEED COHEN: Farida Cohen's Suit Dismissed Without Leave
SCHUPBACH INVESTMENTS: Taps Kuckelman & Stockemer as Accountant
SCORPION PERFORMANCE: Exclusive Plan Filing Extended to Aug. 27
SCOTTS MIRACLE-GRO: Moody's Affirms Ba2 CFR, Outlook Stable
SEARS HOLDINGS: Incurs $471 Million Net Loss in First Quarter

SFX ENTERTAINMENT: Auction of Flavorus Assets Pushed Back to June 2
SFX ENTERTAINMENT: Founder Steps Down as CEO, Inks Transition Deal
SFX ENTERTAINMENT: TriNet Objects to Assignment of Contracts
SHEEHAN PIPE LINE: Surety Objects to Proposed Cash Collateral Use
SPEEDWAY MOTORSPORTS: S&P Affirms 'BB+' Rating on Sr. Notes

SQUARETWO FINANCIAL: Moody's Hikes Corporate Family Rating to Caa2
STANLEY JOSEPH CATERBONE: Court Orders Show Cause for Appeal
STARVING STUDENTS: Seeks to Hire Garman Turner as Legal Counsel
STELLAR BIOTECHNOLOGIES: Named a Calif. Small Business of the Year
STEREOTAXIS INC: Shareholders Elect 3 Directors

SUNGARD AVAILABILITY: Moody's Lowers CFR to B3, Outlook Stable
SUTHERLAND HOLDINGS: Case Summary & 3 Unsecured Creditors
SWORDS GROUP: Case Summary & 10 Unsecured Creditors
TANGO TRANSPORT: Creditors' Panel Hires Heller Draper as Counsel
TATOES LLC: Leland, Anderson Farms Want Replacement Liens

TIME INC: S&P Lowers CCR to 'BB-', Outlook Stable
TOPS HOLDING: Moody's Affirms B3 Corporate Family Rating
TOWN SPORTS: Robert Giardina Resigns as Director
TRANSDIGM INC: Fitch Assigns B- Rating on $950MM Sr. Sub. Notes
TRIBUNE MEDIA: Court Sustains Objection to Claim No. 3697

TRILOGY INTERNATIONAL: Moody's Assigns Caa1 Rating on $450MM Notes
TRINITY RIVER: Hires Bracewell as Counsel
TRINITY TOWN: Chapter 11 Plan Provides for Sale by Aug. 30
TX FOUR HOLDINGS: Seeks to Hire Brouse McDowell as Legal Counsel
ULTRA PETROLEUM: Taps Rothschild and Petrie as Investment Bankers

UNIVERSAL SOFTWARE: Hires Riley & Dever as Chapter 11 Counsel
US ENERGY MANAGEMENT: Seeks to Hire Spigner as Legal Counsel
VERSO CORPORATION: Wants to Enter into Engagement Letters
WARNER MUSIC: Noreena Hertz Quits as Director
WASHINGTON FIRST: Case Summary & 7 Unsecured Creditors

WEST CORP: Moody's Rates New Term Loans Ba3
WEST CORP: Proposes to Refinance Existing Debt
WILLIAMS COS: S&P Puts 'BB' CCR on CreditWatch Negative
WINGS OF MEDINA: Wants Plan Filing Deadline Moved to Aug. 12
YUM! BRANDS: Moody's Assigns Ba1 Rating on Proposed Revolver Loan

ZOHAR CDO 2003: Fund's Suit Against Patriarch Set for Fast Trial
ZYNEX INC: Appoints VP of Finance and VP of Operations
[*] Energy & Metals Account 48% of Defaults in 2016, Fitch Says
[^] BOND PRICING: For the Week from May 23 to 27, 2016

                            *********

A.L. EASTMOND: Court OKs FIFC Insurance Financing Agreement
-----------------------------------------------------------
A.L. Eastmond & Sons, Inc., and its affiliated debtors sought and
obtained from Judge Sean H. Lane of the U.S. Bankruptcy Court for
the Southern District of New York authorization to enter into a
postpetition insurance financing agreement with First Insurance
Funding Corp. ("FIFC") and any subsequent renewals of the insurance
financing agreement.

The Debtors had already obtained Court approval for the prepetition
Insurance Finance Agreement that it had entered into with FIFC on
May 1, 2015.  The Debtors related that the prepetition Insurance
Finance Agreement expired on May 1, 2016, and that they needed to
enter into a new insurance finance agreement with FIFC.

"The Debtors are financing premiums for eight Insurance Policies.
Pursuant to the Post-petition Insurance Finance Agreement, FIFC
will provide financing to the Debtors for the purchase of the
Policies which are essential for the operation of the Debtors'
business.  Under the Post-petition Insurance Finance Agreement, the
total premium amount is $1,504,861 and the total amount to be
financed is $1,077,099.  Under the Post-petition Insurance Finance
Agreement, Debtor will become obligated to pay FIFC the sum of
$1,108,758 in addition to a down payment that has already been paid
in the amount of $427,762 and the balance in nine monthly
installments of $123,195 each.  The installment payments are due on
the first day of each month commencing on June 1, 2016.  As
collateral to secure the repayment of the total of payments, any
late charges, attorney's fees and costs... under the Post-petition
Insurance Finance Agreement, the Debtors are granting FIFC a
security interest in, among other things, the unearned premiums of
the Insurance Policies... Pursuant to the terms of the
Post-petition Insurance Finance Agreement, the Debtors are
appointing FIFC as its attorney-in-fact with the irrevocable power
to cancel the policies and collect the unearned premium in the
event the Debtors default on any of their obligations under the
Postpetition Insurance Finance Agreement, subject to a ten day
notice and cure period," the Debtors aver.

The Debtors contended that they have reached an agreement that the
adequate protection appropriate for the situation would be as
follows:

     (a) The Debtors are authorized and directed to timely make all
payments due under the Postpetition Insurance Finance Agreement and
FIFC be authorized to receive and apply such payments to
Indebtedness owed by the Debtors to FIFC as provided in the
Post-petition Insurance Finance Agreement.

     (b) If the Debtors do not make any of the payments due under
the Postpetition Insurance Finance Agreement as they become due,
FIFC will provide the Debtors with notice of the Default.  After
the Debtors receive Notice, the Debtors will have a Grace Period of
10 days to cure said Default.  Once the Grace Period has expired,
and if the Default has still not been cured, the automatic stay
will automatically lift to enable FIFC and/or insurance companies
providing coverage under the Insurance Policies, to take all steps
necessary and appropriate to cancel the Insurance Policies, collect
the collateral and apply such collateral to the Indebtedness owed
to FIFC by the Debtors.

Judge Lane held that if additional premiums become due to insurance
companies under the policies financed under the Post-petition
Insurance Finance Agreement, the Debtors and FIFC are authorized to
modify the Post-petition Insurance Finance Agreement as necessary
to pay the additional premiums without the necessity of further
hearing or order of the Court.

A.L. Eastmond & Sons, Inc., and its affiliated debtors are
represented by:

          Tracy L. Klestadt, Esq.
          Stephanie R. Sweeney, Esq.
          Maeghan J. McLoughlin
          KLESTADT WINTERS JURELLER
          SOUTHARD & STEVENS LLP
          200 West 41st St., 17th Floor
          New York, NY 10018
          Telephone: (212)972-3000
          Facsimile: (212)972-2245
          E-mail: tklestadt@klestadt.com
                  ssweeney@klestadt.com

                    About A.L. Eastmond & Sons

A.L. Eastmond & Sons, Inc., Easco Boiler Corp. and Eastmond & Sons
Boiler Repair & Welding Service, Inc. filed Chapter 11 bankruptcy
petitions (Bankr. S.D.N.Y. Lead Case No. 15-13214) on Dec. 1,
2015.  The petitions were signed by Arlington Leon Eastmond, Jr.,
as president.  The Debtors have engaged Klestadt Winters Jureller
Southard & Stevens, LLP as counsel.  The Debtors listed total
assets of $34.6 million and total liabilities of $40.8 million.
Judge Sean H. Lane has been assigned the case.

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


ABC DISPOSAL: Seeks to Hire Argus as Financial Advisor
------------------------------------------------------
ABC Disposal Service, Inc. and its affiliates seek approval from
the U.S. Bankruptcy Court for the District of Massachusetts to hire
Argus Management Corp. as their financial advisor.

The Debtors propose to hire the firm to provide these legal
services:

     (a) consult the Debtors and their counsel with respect to the

         development and implementation of a plan to reorganize
         their business operations;

     (b) prepare or coordinate the preparation of budgets,
         analyses and reports;

     (c) perform or coordinate the performance of an analysis of
         potential avoidance actions under Chapter 5 of the
         Bankruptcy Code;

     (d) prepare or coordinate the preparation of schedules and
         assets and liabilities of the Debtors;

     (e) prepare or coordinate the preparation of monthly
         operating reports;

     (f) advise the Debtors' senior management about the
         performance of the business and recommend actions to
         improve the value of their assets;

     (g) assist in any negotiations with creditors; and

     (h) attend court proceedings and testify on behalf of the
         Debtors.

Argus will seek compensation based on its normal and usual hourly
billing rates and will seek reimbursement of expenses.  

Prior to the Debtors' bankruptcy filing, the firm received a
retainer of $30,200.  Argus is holding the retainer as security for
the payment of its fees and expenses, according to court filings.

John Haggerty, a principal at Argus, disclosed in a court filing
that his firm is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code.

Argus can be reached through:

     John G. Haggerty
     Argus Management Corporation
     15 Keith Hill Road
     Grafton, MA 01519
     Tel: (508) 838-1828

                       About ABC Disposal

ABC Disposal Service, Inc., provides full service waste hauling,
disposal and recycling services, and sells, rents and services
compaction and baling equipment to a variety of industrial,
institutional, commercial and construction related customers.  

New Bedford Waste owns and operates municipal solid waste and
construction and demolition debris transfer stations in New
Bedford, Sandwich, and Rochester, Massachusetts which transfer and
process residential, commercial, industrial, and institutional and
construction wastes under approved state and local government
permits and licenses.

Solid Waste Services, Inc. is a Massachusetts corporation organized
in 1999 to hold an ownership interest in New Bedford Waste.

Shawmut Associates and A&L Enterprises are Massachusetts limited
liability companies which own and lease real estate to ABC and New
Bedford Waste in connection with their operations.

ZERO Waste Solutions, LLC is a Massachusetts limited liability
company formed in 2013 for the purposes of developing and operating
an advanced mixed waste recycling facility located on Shawmut
Associates' Rochester property to process and market recyclable
material and then turn unrecyclable material into compact, clean
burning, high yield fuel briquettes which have a variety of
industrial uses.

The principals of the Debtors are Laurinda F. Camara and her
children Susan M. Sebastiao, Kenneth J. Camara, Steven A. Camara,
and Michael A. Camara.  Each of the Principals owns 20% of the
stock in ABC.  Each of Susan M. Sebastiao, Kenneth J. Camara,
Steven A. Camara and Michael A. Camara own a 12.5% interest in New
Bedford Waste and a 25% interest in Shawmut Associates, A&L
Enterprises, and Solid Waste Services.  Solid Waste Services owns
the remaining 50% of the membership interests in New Bedford Waste.
New Bedford Waste owns 80% of the membership interests in ZERO
Waste.

ABC Disposal Service, Inc., New Bedford Waste Services, LLC, Solid
Waste Services, Inc., Shawmut Associates, LLC, A&L Enterprises,
LLC, and ZERO Waste Solutions, LLC each filed a voluntary petition
under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case Nos.
16-11787 to 16-11792, respectively) on May 11, 2016.  The petitions
were signed by Michael A. Camara as vice president/CEO.

Murphy & King Professional Corporation serves as the Debtors'
counsel.  Argus Management Corp. serves as their financial
advisor.

The cases are pending joint administration before Judge Joan N.
Feeney.


ABC DISPOSAL: Seeks to Hire Murphy & King as Counsel
----------------------------------------------------
ABC Disposal Service, Inc. and its affiliates seek approval from
the U.S. Bankruptcy Court for the District of Massachusetts to hire
Murphy & King, Professional Corp. as their legal counsel.

The Debtors propose to hire the firm to provide these legal
services:

     (a) advise the Debtors about their rights, powers and duties
         as debtors-in-possession;

     (b) advise the Debtors about the formulation of a plan of
         reorganization and assist them in plan negotiations;

     (c) represent the Debtors at all hearings;

     (d) prepare legal papers on the Debtors' behalf;

     (e) advise and assist the Debtors in the negotiation and
         documentation of financing agreements, debt and cash
         collateral orders and related transactions;

     (f) review and analyze the nature and validity of any liens
         asserted against the Debtors' property;

     (g) advise the Debtors regarding their ability to initiate
         actions to collect and recover property;

     (h) advise and assist the Debtors in connection with the
         potential sale of their assets;

     (i) advise the Debtors concerning executory contracts and     
    
         unexpired leases;

     (j) review claims of creditors and file objections to
         those claims;

     (k) commence litigation necessary to protect assets of the
         Debtors or further the goal of completing the Debtors'
         successful reorganization.

Murphy & King will seek compensation based on its normal and usual
hourly billing rates and will seek reimbursement of expenses.

Harold Murphy, a shareholder of Murphy & King, disclosed in a court
filing that his firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Harold B. Murphy, Esq.
     Christopher M. Condon, Esq.
     Michael K. O'Neil, Esq.
     Murphy & King, Professional Corp.
     One Beacon Street, 21st Floor
     Boston, MA 02108-3107
     Tel: (617) 423-0400
     Fax: (617) 423-0498
     Email: moneil@murphyking.com
            ccondon@murphyking.com

                       About ABC Disposal

ABC Disposal Service, Inc., provides full service waste hauling,
disposal and recycling services, and sells, rents and services
compaction and baling equipment to a variety of industrial,
institutional, commercial and construction related customers.  

New Bedford Waste owns and operates municipal solid waste and
construction and demolition debris transfer stations in New
Bedford, Sandwich, and Rochester, Massachusetts which transfer and
process residential, commercial, industrial, and institutional and
construction wastes under approved state and local government
permits and licenses.

Solid Waste Services, Inc. is a Massachusetts corporation organized
in 1999 to hold an ownership interest in New Bedford Waste.

Shawmut Associates and A&L Enterprises are Massachusetts limited
liability companies which own and lease real estate to ABC and New
Bedford Waste in connection with their operations.

ZERO Waste Solutions, LLC is a Massachusetts limited liability
company formed in 2013 for the purposes of developing and operating
an advanced mixed waste recycling facility located on Shawmut
Associates' Rochester property to process and market recyclable
material and then turn unrecyclable material into compact, clean
burning, high yield fuel briquettes which have a variety of
industrial uses.

The principals of the Debtors are Laurinda F. Camara and her
children Susan M. Sebastiao, Kenneth J. Camara, Steven A. Camara,
and Michael A. Camara.  Each of the Principals owns 20% of the
stock in ABC.  Each of Susan M. Sebastiao, Kenneth J. Camara,
Steven A. Camara and Michael A. Camara own a 12.5% interest in New
Bedford Waste and a 25% interest in Shawmut Associates, A&L
Enterprises, and Solid Waste Services.  Solid Waste Services owns
the remaining 50% of the membership interests in New Bedford Waste.
New Bedford Waste owns 80% of the membership interests in ZERO
Waste.

ABC Disposal Service, Inc., New Bedford Waste Services, LLC, Solid
Waste Services, Inc., Shawmut Associates, LLC, A&L Enterprises,
LLC, and ZERO Waste Solutions, LLC each filed a voluntary petition
under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case Nos.
16-11787 to 16-11792, respectively) on May 11, 2016.  The petitions
were signed by Michael A. Camara as vice president/CEO.

Murphy & King Professional Corporation serves as the Debtors'
counsel.  Argus Management Corp. serves as their financial
advisor.

The cases are pending joint administration before Judge Joan N.
Feeney.


ADELPHIA COMMUNICATIONS: Accepts Claims Tendered Under Offers
-------------------------------------------------------------
ACC Claims Holdings, LLC on May 27, 2016, announced the acceptance
of Claims validly tendered and not validly withdrawn Claims
pursuant to its previously announced offers to certain eligible
holders to exchange (i) class A limited liability company interests
of ACC Claims Holdings, LLC for up to all of the outstanding ACC
Senior Notes Claims (Class ACC 3) allowed under the Plan of
Reorganization, including any post-petition pre-effective date
interest and post-effective date interest to and including the
extended expiration date of the offers (the "Senior Claims"),
against Adelphia Communications Corporation, and (ii) class B
limited liability company interests of ACC Claims Holdings, LLC for
up to all of the outstanding ACC Trade Claims (Class ACC 4) allowed
under the Plan of Reorganization, including any post-petition
pre-effective date interest and post-effective date interest to and
including the extended expiration date of the offers (the "ACC 4
Claims"), and ACC Other Unsecured Claims (Class ACC 5) allowed
under the Plan of Reorganization, including any post-petition
pre-effective date interest and post-effective date interest to and
including the extended expiration date of the offers (the "ACC 5
Claims" and, together with the ACC 4 Claims, the "Other Claims";
the Senior Claims and the Other Claims, together, the "Claims"),
against Adelphia Communications Corporation.  The exchange offers
expired at 5:00 p.m., New York City time, on Thursday, May 26, 2016
(the "Expiration Date").  The payment date for the exchange offers
will be promptly following the Expiration Date and is expected to
be on or about June 2, 2016.

The managing member of ACC Claims Holdings, LLC announces that the
holders of approximately 89% of the Senior Claims and the Other
Claims have validly tendered their claims pursuant to the exchange
offers.  The managing member of ACC Claims Holdings, LLC has waived
the minimum tender condition of 90% of the Claims held by eligible
holders.  At the Expiration Date, eligible holders of
$4,480,394,458.00 original principal amount of ACC Senior Notes (as
defined in the Plan of Reorganization) outstanding, eligible
holders of $297,348,619.16 of ACC 4 Claims outstanding and eligible
holders of $45,562,809.75 of ACC 5 Claims outstanding had validly
tendered their Claims pursuant to the exchange offers, and all such
tenders of Claims have been accepted.

The exchange offers were made pursuant to (i) the offers to
exchange, dated March 3, 2016, and supplemented and amended on
March 9, 2016, March 21, 2016, April 1, 2016, April 8, 2016,
April 15, 2016, and April 21, 2016, April 29, 2016, May 5, 2016,
May 13, 2016 and May 20, 2016, and (ii) the related letter of
transmittal, dated as of March 3, 2016 and supplemented and amended
on March 21, 2016 and May 20, 2016.

ACC Claims Holdings, LLC is a Delaware limited liability company
formed on November 18, 2015.  ACC Claims Holdings, LLC exists
solely for the purpose of liquidating the claims and distributing
the proceeds thereof to the holders of its limited liability
company interests.  ACC Claims Holdings, LLC does not conduct a
trade or business or engage in any transactions other than
transactions merely incidental to (i) liquidation of claims,
whether by sale, transfer or other disposition by ACC Claims
Holdings, LLC or the claims held thereby, or be merger,
consolidation or other reorganization of ACC Claims Holdings, LLC,
or otherwise, and (ii) its dissolution.  

                  About Adelphia Communications

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation was once the fifth-biggest cable company.  Adelphia
served customers in 30 states and Puerto Rico, and offered analog
and digital video services, Internet access and other advanced
services over its broadband networks.

Adelphia collapsed in 2002 after disclosing that founder John Rigas
and his family owed $2.3 billion in off-balance-sheet debt on bank
loans taken jointly with the company.  Mr. Rigas was sentenced to
12 years in prison, while son Timothy 15 years.

Adelphia Communications and its more than 200 affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 02-41729) on
June 25, 2002.  Willkie Farr & Gallagher represented the Debtors
in their restructuring effort.  PricewaterhouseCoopers served as
the Debtors' financial advisor.  Kasowitz, Benson, Torres &
Friedman LLP and Klee, Tuchin, Bogdanoff & Stern LLP represented
the Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas-Managed Entities, were
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-10642) on March 31,
2006.  Their cases were jointly administered under Adelphia
Communications and its debtor-affiliates' Chapter 11 cases.

The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan
of Reorganization on Jan. 5, 2007.  The Plan became effective on
Feb. 13, 2007.

The Adelphia Recovery Trust, a Delaware Statutory Trust, was formed
pursuant to the Plan.  The Trust holds certain litigation claims
transferred pursuant to the Plan against various third parties and
exists to prosecute the causes of action transferred to it for the
benefit of holders of Trust interests.  Lawyers at Kasowitz,
Benson, Torres & Friedman, LLP (NYC), represent the Adelphia
Recovery Trust.


ALLIANCE ONE: Amends 2015 Annual Report
---------------------------------------
Alliance One International, Inc. filed with the Securities and
Exchange Commission an amended annual report on Form 10-K/A for the
year ended March 31, 2015, originally filed with the SEC on June 8,
2015, to restate its consolidated financial statements and related
footnote disclosures for the years ended March 31, 2015, 2014 and
2013.

On Feb. 15, 2016, the Audit Committee of the Company's Board of
Directors, after discussion with management, determined that the
following financial statements previously filed with the SEC should
no longer be relied upon (1) the audited consolidated financial
statements included in our Annual Report on Form 10-K for the years
ended March 31, 2015, 2014 and 2013; and (2) the unaudited
condensed consolidated financial statements included in our
Quarterly Reports on Form 10-Q for the quarters ended June 30,
2015, 2014 and 2013, Sept. 30, 2014 and 2013, and Dec. 31, 2014,
and 2013.  The auditor reports on the consolidated financial
statements as of and for the year ended March 31, 2015, 2014 and
2013, and the effectiveness of internal control over financial
reporting, management's report on the effectiveness of internal
control over financial reporting, and stockholder communications
describing the portion of our financial statements for these
periods that needed to be restated should no longer be relied
upon.

In the course of downsizing and terminating certain operations of
Alliance One Tobacco (Kenya) Limited, and preparing its financial
statements for the quarter ended Sept. 30, 2015, the Company
identified errors in accounts receivable, inventory, sales and cost
of goods sold in AOTK.  Specifically, the value of inventory was
overstated due to improper accounting for shrinkage, deferred crop
costs, lower of cost or market valuations and inventory counts.
Further, sales and other operating revenues, and trade and other
receivables, net were incorrectly stated due to improper revenue
recognition for external sales.  As a result of these errors, the
Company has restated its consolidated financial statements for the
years ended March 31, 2015, 2014 and 2013 and the selected
quarterly financial data (unaudited) on this Form
10-K/A.  In addition, the Company has restated selected
consolidated statement of operations data for the fiscal year ended
March 31, 2012 and selected consolidated balance sheet data at
March 31, 2012 and 2011, which restated selected consolidated
financial data have not been audited.

As of March 31, 2015, the correction of these errors decreased the
reported amount of inventory by approximately $32 million,
decreased accounts receivable by approximately $7 million, and
decreased retained earnings by approximately $39 million.
Approximately $26 million of the decrease in retained earnings is
related to periods prior to the year ended March 31, 2015, with a
portion in each quarter dating back to fiscal 2011 and prior.
Further, these corrections decreased operating income for the year
ended March 31, 2015, by approximately $13 million.

As restated, the Company reported a net loss of $26.30 million on
$2.06 billion of sales and other operating revenues for the year
ended March 31, 2016, compared to a net loss of $15.59 million on
$2.06 billin of sales and other operating revenues for the year
ended March 31, 2015.

As of March 31, 2015, the Company's restated balance sheet showed
$1.62 billion in total assets, $1.42 billion in total liabilities
and $197.26 million in total equity.

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

                     https://is.gd/r3dEZW

                      About Alliance One

Alliance One International is principally engaged in purchasing,
processing, storing, and selling leaf tobacco.  The Company
purchases tobacco primarily in the United States, Africa, Europe,
South America and Asia for sale to customers primarily in the
United States, Europe and Asia.

Alliance One reported a net loss of $15.6 million on $2.10 billion
of sales and other operating revenues for the year ended March 31,
2015, compared to a net loss of $87 million on $2.3 billion of
sales and other operating revenues for the year ended March 31,
2014.

                          *    *    *

As reported by the TCR on Feb. 12, 2015, Moody's Investor Service
downgraded the Corporate Family Rating of Alliance One
International, Inc. (AOI) to Caa1 from B3.  The downgrade of AOI's
CFR to Caa1 reflects Moody's expectation that credit metrics will
remain weak over the next 12 - 18 months.

The TCR reported on April 13, 2015, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Morrisville,
N.C.-based Alliance One International Inc. to 'CCC+' from 'B-'.


ALLIANCE ONE: Amends June 30 2015 Quarterly Report
--------------------------------------------------
Alliance One International, Inc., filed an amended quarterly report
on Form 10-Q/A for the quarter ended June 30, 2015, originally
filed with the Securities and Exchange Commission on Aug. 5, 2015,
to restate the Company's unaudited condensed consolidated financial
statements and related footnote disclosures for the three months
ended June 30, 2015 and 2014.

On Feb. 15, 2016, the Audit Committee of our Board of Directors,
after discussion with management, determined that the following
financial statements previously filed with the SEC should no longer
be relied upon: (1) the audited consolidated financial statements
included in the Company's Annual Report on Form 10-K for the years
ended March 31, 2015, 2014 and 2013; and (2) the unaudited
condensed consolidated financial statements included in the
Company's Quarterly Reports on Form 10-Q for the quarters ended
June 30, 2015, 2014 and 2013, Sept. 30, 2014 and 2013, and December
31, 2014 and 2013.

In the course of downsizing and terminating certain operations of
Alliance One Tobacco (Kenya) Limited, and preparing the Company's
financial statements for the quarter ended Sept. 30, 2015, the
Company identified errors in accounts receivable, inventory, sales
and cost of goods sold in AOTK.  Specifically, the value of
inventory was overstated due to improper accounting for shrinkage,
deferred crop costs, lower of cost or market valuations and
inventory counts.  Further, sales and other operating revenues, and
trade and other receivables, net were incorrectly stated due to
improper revenue recognition for external sales.  As a result of
these errors, the Company has restated its consolidated financial
statements for the years ended March 31, 2015, 2014 and 2013 and
its unaudited condensed consolidated financial information for the
three months ended June 30, 2015 and 2014 on this Form 10-Q/A.

As of June 30, 2015, the correction of these errors decreased the
reported amount of inventory by approximately $40 million,
decreased accounts receivable by approximately $5 million, and
decreased retained earnings by approximately $45 million.
Approximately $39 million of the decrease in retained earnings is
related to March 31, 2015 and prior periods, with a portion in each
quarter dating back to fiscal 2011 and prior.  Further, these
corrections decreased operating income for the three months ended
June 30, 2015 by approximately $6 million.

As restated, the Company reported a net loss of $25.95 million on
$266.28 million of sales and other operating revenue for the three
months ended June 30, 2015, compared to a net loss of $22.91
million on $263.81 million of sales and other operating revenues as
originally reported.

The Company's restated balance sheet at June 30, 2015, showed $1.83
billion in total assets, $1.65 billion in total liabilities and
$175.83 million in total equity.

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

                    https://is.gd/sWSIGz

                      About Alliance One

Alliance One International is principally engaged in purchasing,
processing, storing, and selling leaf tobacco.  The Company
purchases tobacco primarily in the United States, Africa, Europe,
South America and Asia for sale to customers primarily in the
United States, Europe and Asia.

Alliance One reported a net loss of $15.6 million on $2.10 billion
of sales and other operating revenues for the year ended March 31,
2015, compared to a net loss of $87 million on $2.3 billion of
sales and other operating revenues for the year ended March 31,
2014.

                            *    *    *

As reported by the TCR on Feb. 12, 2015, Moody's Investor Service
downgraded the Corporate Family Rating of Alliance One
International, Inc. (AOI) to Caa1 from B3.  The downgrade of AOI's
CFR to Caa1 reflects Moody's expectation that credit metrics will
remain weak over the next 12 - 18 months.

The TCR reported on April 13, 2015, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Morrisville,
N.C.-based Alliance One International Inc. to 'CCC+' from 'B-'.


ALLIANCE ONE: Incurs $21.7 Million Net Loss in Q2 2015
------------------------------------------------------
Alliance One International, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $21.75 million on $415 million of sales and other
operating revenues for the three months ended Sept. 30, 2015,
compared to a net loss of $8.15 million on $596.97 million of sales
and other operating revenues for the same period in 2014.

For the six months ended Sept. 30, 2015, the Company reported a net
loss of $47.7 million on $681 million of sales and other operating
revenues compared to a net loss of $31.78 million on $846 million
of sales and other operating revenues for the six months ended
Sept. 30, 2014.

As of Sept. 30, 2015, the Company had $1.94 billion in total
assets, $1.78 billion in total liabilities and $158 million in
total equity.

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

                      https://is.gd/97az59

                       About Alliance One

Alliance One International is principally engaged in purchasing,
processing, storing, and selling leaf tobacco.  The Company
purchases tobacco primarily in the United States, Africa, Europe,
South America and Asia for sale to customers primarily in the
United States, Europe and Asia.

Alliance One reported a net loss of $15.6 million on $2.10 billion
of sales and other operating revenues for the year ended March 31,
2015, compared to a net loss of $87 million on $2.3 billion of
sales and other operating revenues for the year ended March 31,
2014.

                            *    *    *

As reported by the TCR on Feb. 12, 2015, Moody's Investor Service
downgraded the Corporate Family Rating of Alliance One
International, Inc. (AOI) to Caa1 from B3.  The downgrade of AOI's
CFR to Caa1 reflects Moody's expectation that credit metrics will
remain weak over the next 12 - 18 months.

The TCR reported on April 13, 2015, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Morrisville,
N.C.-based Alliance One International Inc. to 'CCC+' from 'B-'.


ALLIANCE ONE: Posts $11.5 Million Net Income in Q3 2015
-------------------------------------------------------
Alliance One International, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $11.5 million on $491 million of sales and other
operating revenues for the three months ended Dec. 31, 2015,
compared to net income of $3.06 million on $489 million of sales
and other operating revenues for the same period in 2014.

For the nine months ended Dec. 31, 2015, the Company reported a net
loss of $36.2 million on $1.17 billion of sales and other operating
revenues compared to a net loss of $28.7 million on $1.33 billion
of sales and other operating revenues for the nine months ended
Dec. 31, 2014.

As of Dec. 31, 2015, Alliance One had $1.96 billion in total
assets, $1.78 billion in total liabilities and $174 million in
total equity.

Pieter Sikkel, chief executive officer and president, said, "While
the slow start to purchasing this year has continued to affect
shipment and sales volumes through the first three quarters, we are
pleased to see steadily improving operating income in our Other
Regions segment as the impact of our global footprint
rationalization, cost reduction initiatives and some reversal of
partial vertical integration strategies by certain customers are
starting to show results.  Despite the continued expectation of
full service sales volume increases this year, there are several
significant key offsetting factors that impacted consolidated sales
and profitability.  These include the strong U.S. dollar and
weather related reduced crop sizes in the United States.  Smaller
U.S. crops resulted in decreased processing volumes and sales, as
well as increased costs per unit.

"We believe that global oversupply is continuing to correct and
that the fourth quarter, as anticipated, will be the largest sales
and profit quarter this fiscal year based on later crop timing and
associated sales versus last year.  We are currently closing our
fiscal year 2016 books and expect sales of approximately $1.9
billion and adjusted EBITDA similar to the prior year.

"Our comprehensive global restructuring program that began in the
fourth quarter last year is continuing to reduce our cost structure
and further optimize our global footprint.  Improvements to our
global footprint include rationalizing underperforming markets and
maximizing core markets where we have made investments.  Our
results are beginning to show the impact of these initiatives with
approximately 95.0% of targeted actions taken and over $35.0
million of anticipated end-state recurring annualized savings on
track.

"As previously reported in connection with the restructuring
program we decided to exit green leaf sourcing in the Kenyan market
and in implementing such initiative discovered improper accounting
issues at our Kenyan operation.  As a result, we promptly engaged a
third party investigator who determined that improper accounting
occurred at our Kenyan entity resulting in approximately $50.8
million of discrepancies, mainly in inventory and accounts
receivable that stretches back to at least 2008.  We have now
restated our financial results for fiscal years 2012 through 2015
and for the first quarter of fiscal year 2016.  Those we believe
are responsible no longer work for the company and we are working
with investigators to hold such individuals accountable, while
working with our global insurers to seek remedies where available.
Additionally, the investigation assessed other country operations
and concluded that no similar issues to those discovered in Kenya
exist elsewhere within the Company’s global footprint.  As a
result of these findings, we have enhanced our global control
environment to best position our operations to prevent this type of
problem in the future.

Mr. Sikkel, concluded, "Global crop production volumes are
decreasing as a result of El Nino and lower prices paid to our
suppliers in many markets over the last two crops.  Supply is
moving towards manufacturers' requirements and we anticipate this
next year may result in improved supply and demand balance with
further opportunities to reduce uncommitted inventory levels.  Our
commitment to sustainability, good agricultural practices and
improvement in family farm income are central to both our
short-term and long-term planning.  Our customers' focus on
sustainable, efficient supply chain management provides opportunity
to grow and enhance our results that should improve shareholder
value."

As of Dec. 31, 2015, available credit lines and cash were $608.3
million, comprised of $195.2 million in cash and $413.1 million of
credit lines, of which $10.3 million was available under the U.S.
revolving credit facility for general corporate purposes, $394.0
million of foreign seasonal credit lines and $8.8 million
exclusively for letters of credit.

Additionally, in the future, the Company said it may elect to
redeem, repay, make open market purchases, retire or cancel
indebtedness prior to stated maturity under its various global bank
facilities and outstanding public notes, as they may permit.

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

                       https://is.gd/IU5tp6

                        About Alliance One

Alliance One International is principally engaged in purchasing,
processing, storing, and selling leaf tobacco.  The Company
purchases tobacco primarily in the United States, Africa, Europe,
South America and Asia for sale to customers primarily in the
United States, Europe and Asia.

Alliance One reported a net loss of $15.6 million on $2.10 billion
of sales and other operating revenues for the year ended March 31,
2015, compared to a net loss of $87 million on $2.3 billion of
sales and other operating revenues for the year ended March 31,
2014.

                           *     *     *

As reported by the TCR on Feb. 12, 2015, Moody's Investor Service
downgraded the Corporate Family Rating of Alliance One
International, Inc. (AOI) to Caa1 from B3.  The downgrade of AOI's
CFR to Caa1 reflects Moody's expectation that credit metrics will
remain weak over the next 12 - 18 months.

The TCR reported on April 13, 2015, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Morrisville,
N.C.-based Alliance One International Inc. to 'CCC+' from 'B-'.


ALPHA NATURAL: Court Approves Sale of PLR Assets to Vantage Unit
----------------------------------------------------------------
Judge Kevin R. Heunnekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia, Richmond Division, authorized Alpha
Natural Resources, Inc., et al., for Debtor Pennsylvania Land
Resources, LLC, to sell certain oil and gas properties and related
assets to Vantage Energy Appalachia II LLC.

As previously reported by The Troubled Company Reporter, a
subsidiary of Vantage Energy Inc. has been designated as successful
bidder following an auction on May 16.  Vantage beat out Rice
Energy Drilling B, LLC, which acted as lead bidder.  Jamison
Cocklin, writing for Natural Gas Intelligence's
naturalgasintel.com, reported that Vantage Energy Appalachia II LLC
has offered $339.5 million for the assets.

PRL, one of the Debtors, in April entered into an amended and
restated asset purchase agreement with Rice Drilling B LLC, an
affiliate of Rice Energy, whereby Rice would purchase
substantially
all of the assets of PLR for $200 million in cash, subject to
limited purchase price adjustments, and the assumption of certain
liabilities. Pursuant to the terms of the Purchase Agreement, PLR
and certain affiliated entities will sell leasehold interests in
approximately 27,400 net undeveloped Marcellus acres, as well as
fee interests in the oil and gas underlying an additional 3,200
gross acres. Included within the acreage to be acquired by Rice
are
the rights to the Utica on approximately 23,500 net acres. The
Purchase Agreement provides that at closing, Rice and certain
Alpha
affiliates will enter into agreements providing for the rights of
the parties with respect to the development of (a) the coal, by
the
Alpha affiliates or their successors in interest, and (b) the oil
and gas, by Rice.

Rice is being represented in Alpha's case by:

     Vinson & Elkins LLP
     1001 Fannin Street, Suite 2500
     Attention: David Meyer, Esq.
                Bryan Loocke, Esq.
     Facsimile: 713-615-5031
     E-mail: dmeyer@velaw.com
             bloocke@velaw.com

                  About Alpha Natural Resources

Headquartered in Bristol, Virginia, Alpha Natural --
http://www.alphanr.com-- is a coal supplier, ranked second largest

among publicly traded U.S. coal producers as measured by 2014
consolidated revenues of $4.3 billion.  As of August 2015, Alpha
had 8,000 full time employees across many different states, with
UMWA representing 1,000 of the employees.

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

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

Judge Kevin R. Huennekens presides over the cases.

David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson,
Esq., at Jones Day serve as the Debtors' general counsel.
Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III,
Esq., and Justin F. Paget, Esq., serve as the Debtors' local
counsel. Rothschild Group is the Debtors' financial advisor.
Alvarez & Marshal Holdings, LLC, is the Debtors' investment
banker.  Kurtzman Carson Consultants, LLC, is the Debtors' claims
and noticing agent.

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

                            *     *     *

Alpha Natural Resources, Inc. on March 8, 2016, disclosed that it
has filed a proposed Chapter 11 Plan of Reorganization and a
related Disclosure Statement with the United States Bankruptcy
Court for the Eastern District of Virginia.  Together with the
motion seeking approval of a marketing process for Alpha's core
operating assets, these filings provide for the sale of Alpha's
assets, detail a path toward the resolution of all creditor
claims,
and anticipate the emergence of a streamlined and sustainable
reorganized company able to satisfy its environmental obligations
on an ongoing basis.

By selling certain assets as a going concern and restructuring the
company's remaining assets into a reorganized Alpha, the company
is
able to provide maximum recovery to its creditors, while
preserving
jobs and putting itself in the best position to meet its
reclamation obligations.  This path will allow for a conclusion of
Alpha's bankruptcy proceedings by June 30, 2016.


AMERICAN EAGLE: Power Energy Partners Support Conversion to Ch. 7
-----------------------------------------------------------------
Power Energy Partners, LP, and Power Crude Transport, Inc., join in
the motions of the Official Committee of Unsecured Creditors and
the United States Trustee to convert the Chapter 11 cases of
American Eagle Energy Corporation, et al., to a Chapter 7
liquidation.

Both the Official Committee and the U.S. Trustee contended that
cause exists to convert the jointly administered cases to Chapter 7
and that conversion is in the best interest of the estates and
creditors.

KBC Minerals LLC objected to the conversion.  "A lack of good faith
is, in and of itself, cause for seeking converting the case to
Chapter 7 in filing motions for relief from stay thus create more
delay in formulating, filing, and obtaining confirmation of a plan
or to request dismissal of the case altogether.  Thus we ask the
court to deny this conversion at this time and first complete the
standing order of the court, which was to make the Royalty Owners
whole under chapter 11 and not to create at this time, an avenue
for dischargeability of responsibility to Royalty Owners," avers
Kent Coplan, CEO and Owner of KBC Minerals LLC.

Power Energy Partners, LP, and Power Crude Transport, Inc., are
represented by:

          Theodore J. Hartl, Esq.
          LINDQUIST & VENNUM LLP
          600 17th Street, Suite 1800 South
          Denver, Colorado 80202
          Telephone: (303)573-5900
          Facsimile: (303)573-1956
          E-mail: thartl@lindquist.com

                  - and -

          Kevin M. Lippman, Esq.
          Deborah M. Perry, Esq.
          MUNSCH HARDT KOPF & HARR, P.C.
          500 N. Akard Street, Suite 3800
          Dallas, TX 75201-6659
          Telephone: (214)855-7500
          Facsimile: (214)855-7584
          E-mail: klippman@munsch.com
                  dperry@munsch.com

                    About American Eagle Energy

Littleton, Colorado-based American Eagle Energy Corporation is
engaged in the acquisition, exploration and development of oil and
gas properties.  The Company is primarily focused on extracting
proved oil reserves from those properties.

American Eagle Energy Corporation and its wholly-owned subsidiary,
AMZG, Inc., filed on May 8, 2015, voluntary petitions (Bankr. D.
Colo., Case No. 15-15073).  The case is assigned to Judge Howard
R. Tallman.  The Debtors are represented by Elizabeth A. Green,
Esq., at Baker & Hostetler LLP, in Orlando, Florida.

On May 13, 2015, Judge Tallman granted the Debtors' request for
joint administration.

American Eagle Energy disclosed total assets of $21,980,687 and
total liabilities of $193,604,113 as of the Chapter 11 filing.

The U.S. Trustee for Region 6 appointed seven creditors to serve
On the Official Committee of Unsecured Creditor.  The Committee
tapped Pachulski Stang Ziehl & Jones LLP as counsel, and Conway
Mackenzie as financial advisor.


APOLLO PRESS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Apollo Press, Inc.
        270 Enterprise Drive
        Newport News, VA 23603

Case No.: 16-50717

Chapter 11 Petition Date: May 26, 2016

Court: United States Bankruptcy Court
       Eastern District of Virginia (Newport News)

Judge: Hon. Frank J. Santoro

Debtor's Counsel: Carolyn L Camardo, Esq.
                  HARRY JERNIGAN CPA ATTORNEY, P.C.
                  5101 Cleveland Street, Suite 200
                  Virginia Beach, VA 23462
                  Tel: 757-490-2200
                  Fax: 757-490-0280
                  E-mail: ccamardo@hjlaw.com

                     - and -

                  Harry W. Jernigan, III, Esq.
                  HARRY JERNIGAN CPA ATTORNEY, P.C.
                  5101 Cleveland Street, Suite 200
                  Virginia Beach, VA 23462
                  Tel: 757-490-2200
                  E-mail: hj@hjlaw.com

Debtor's          BLACK MARLIN FINANCIAL SERVICES GROUP, PLC
Accountants:

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by John Warren Taylor, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/vaeb16-50717.pdf


ARCADE PROPERTIES: Seeks to Hire Ehrhard as Legal Counsel
---------------------------------------------------------
Arcade Properties, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Massachusetts to hire Ehrhard &
Associates, P.C. as its legal counsel.

Arcade proposed to hire the firm to provide legal advice with
respect to its powers and duties as a debtor; prepare legal papers;
and represent the Debtor with respect to the sale, refinance or
restructuring of its property.

Counsel has received a retainer of $10,000, of which $8,283 is
being held in escrow for legal fees while $1,717 was used for the
filing fee.

Any additional fees incurred over and above the original retainer
amount will be billed at the regular billing rates of $300 for
senior attorneys; $275 for junior attorneys; $130 for paralegals;
and $85 for legal secretaries.

James Ehrha disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

Ehrhard & Associates can be reached through:

     James P. Ehrhard, Esq.
     Ehrhard & Associates, P.C.
     250 Commercial Street, Ste 410
     Worcester, MA 01608
     Tel: (508) 791-8411
     E-mail: ehrhard@ehrhardlaw.com

                       About Arcade Properties

Arcade Properties, Inc. sought protection under Chapter 11 of the
Bankruptcy Code in the District of Massachusetts (Case No.
16-40888) on May 20, 2016.


ARMADA WATER: Seeks to Hire McKool Smith as Legal Counsel
---------------------------------------------------------
Armada Water Assets, Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of Texas to hire
McKool Smith, P.C. as its legal counsel.

The Debtors propose to hire the firm to provide these legal
services:

     (a) advise the Debtors about their rights, powers and duties
         as debtors-in-possession;

     (b) perform all legal services necessary in the
         administration of the Debtors' Chapter 11 cases and their

         business;

     (c) advise the Debtors and assist them in the negotiation and
         documentation of financing agreements and debt
         restructurings;

     (d) review the nature and validity of agreements relating to
         the Debtors' interests in real and personal property;

     (e) advise the Debtors concerning preference, avoidance,
         recovery or other actions that they may take to collect
         and to recover property;

     (f) prepare legal papers on behalf of the Debtors;

     (g) prepare responses to papers that may be filed and
         served in the Debtors' cases;

     (h) assist the Debtors in the negotiation, bid process,
         auction and closing of a sale of all or substantially all

         of their assets;

     (i) advise the Debtors about the formulation of a plan of
         reorganization or liquidation;

     (j) work with and coordinating efforts among other
         professionals to attempt to preclude any duplication of
         effort among those professionals;

     (k) work with professionals retained by other parties-in-
         interest to structure a consensual plan of reorganization

         or other resolution for the Debtors.

The primary attorneys who will represent the Debtors and their
hourly rates are:

     Hugh M. Ray, III   Principal   $750
     Benjamin Hugon     Associate   $575
     Veronica Manning   Associate   $415

Hugh Ray, III, a principal at McKool Smith, disclosed in a court
filing that his firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.

McKool Smith can be reached through:

     Hugh M. Ray, III
     Benjamin W. Hugon
     Veronica F. Manning
     McKool Smith P.C.
     600 Travis, Suite 7000
     Houston, Texas 77002
     Tel: 713-485-7300
     Fax: 713-485-7344

                       About Armada Water Assets

Armada Water Assets, Inc. and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code in the Southern District of
Texas (Victoria) (Case Nos. 16-60056 to 16-60063) on May 23, 2016.
The petition was signed by Tom Breen, chief restructuring officer.

The cases are pending joint administration before Judge David R.
Jones under proposed Lead Case No. 16-60056.

The Debtors estimated both assets and liabilities in the range of
$10 million to $50 million.


ASPEN GROUP: Grants Non-Employee Directors 5-Year Stock Options
---------------------------------------------------------------
Aspen Group, Inc., granted to each of its non-employee directors
150,000 five-year stock options on May 19, 2016.  The Company
granted an additional 50,000 five-year stock options to the
chairman of the Compensation Committee and to the chairman of the
Audit Committee.  The options are exercisable at $0.16 and vest in
three approximately equal annual increments, with the first vesting
date being one year from the grant date, subject to continued
service as a director or committee chairman on each applicable
vesting date and accelerated vesting under certain conditions.

                        About Aspen Group

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

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

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

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


ATLANTIC CITY, NJ: Governor Signs Financial Rescue Package
----------------------------------------------------------
Michael Catalini, writing for The Associated Press, reported that
Republican Gov. Chris Christie has signed a package of bills to
keep financially troubled Atlantic City from running out of cash.

According to the report, the Democratic-led Assembly and Senate
approved the measures by wide margins on May 26 just as the state's
127 miles of beaches prepared for Memorial Day, the unofficial
start of summer.  Gov. Christie said the bills give him the
authority he needs, the report related.

Christie said the new laws will give him the authority to reform
Atlantic City's "overblown municipal government," the report
further related.

The deal reached ended a nearly five-month-long political fight
that pushed the resort city toward bankruptcy and spared it from an
immediate state takeover for at least five months, the report
added.  The city government has five months to draw up plans to
balance its books over the next five years, Christie said, the
report said.

                   *     *     *

The Troubled Company Reporter, on May 9, 2016, reported that S&P
Global Ratings has lowered its rating on Atlantic City, N.J.'s
general obligation (GO) debt to 'CC' from 'CCC-'.  The outlook is
negative.  The rating action resolves the CreditWatch Developing
that we placed on the rating on Jan. 22, 2016.

"The downgrade reflects our opinion that a default or debt
restructuring appears to be a virtual certainty even under the
most
optimistic circumstances," said S&P Global credit analyst Timothy
Little.

The TCR, on April 6, 2016, reported that Moody's Investors Service
has downgraded the City of Atlantic City, NJ's General Obligation
rating to Caa3 from Caa1 and removes the rating from review for
possible downgrade started on Jan. 29, 2016, affecting $16 million
of $345 million in general obligation bonds outstanding.  The
outlook is negative.

The downgrade to Caa3 reflects the greater likelihood of default
within the next year and higher probability of significant
bondholder impairment given an ongoing political stalemate over an
Atlantic City fiscal rescue package.  The downgrade also
incorporates renewed signals from the state that bondholders will
face losses as part of a possible debt restructuring.  The Caa3
rating indicates an expected loss to bondholders of up to 35% of
principal, in light of the city's very large structural deficit
with limited sources of relief without state assistance.

The TCR on March 11, 2016, reported that Moody's Investors Service
has released a scenario analysis of possible outcomes for Atlantic
City, NJ (Caa1 review for downgrade) as the New Jersey (A2
negative) legislature considers rescue legislation and greater
influence in placing it on the path to
fiscal recovery.

"Without drastic action, Atlantic City could face a default as
early as April or May. The city also owes $190 million to casinos
that successfully appealed their property taxes. Factoring in
these
liabilities, we project a budget deficit of $102 million in fiscal
2016, ending December 31," Josellyn Yousef, a Moody's VP -- Senior
Analyst says in "Atlantic City, NJ: Rescue Legislation Key to
Fiscal Recovery."

The TCR, on Feb. 3, 2016, reported that Moody's Investors Service
has placed the City of Atlantic City, NJ Caa1 GO rating under
review for possible downgrade.  The review for downgrade will
consider the adequacy of proposed legislative budget solutions and
the likelihood of municipal debt restructuring with bondholder
impairment.  Within the next two months, Moody's expects the state
legislature to develop a plan that will specify the powers to be
granted to the New Jersey Local Finance Board to implement budget
improvements and restructure municipal debt.  The probability of
bondholder impairment is likely low if budget solutions are
adequate and/or state financial support is high, but could rise if
they are not, which would lead to a revision of the rating
downward.  A specific indication that bondholders would be
included
in adverse debt restructuring could also lead to a rating
downgrade.  Beyond the rating review time horizon, outstanding tax
appeal refunds could pose a risk to bondholder security even if
adequate budget measures are achieved.

The TCR, on Feb. 1, 2016, reported that Standard & Poor's Ratings
Services has lowered its underlying rating on Atlantic City Board
of Education, N.J.'s existing general obligation (GO) bonds to
'BB-' from 'BBB-'.  At the same time, S&P removed the rating from
CreditWatch negative.  The outlook is negative.

At the same time, S&P affirmed its 'A' school program rating.  The
outlook on the program rating is stable.


AVAYA INC: Files Conflicts Minerals Report with SEC
---------------------------------------------------
In accordance with Rule 13p-1 under the Securities Exchange Act of
1934, as amended, Avaya Inc. has filed a Specialized Disclosure
Report and the Conflict Minerals Report for the year ended
Dec. 31, 2015.  The Conflict Minerals Report is available for free
at https://is.gd/oXqpqh

                            About Avaya

Avaya is a leading provider of solutions that enable customer and
team engagement across multiple channels and devices for better
customer experience, increased productivity and enhanced financial
performance.  Its world-class contact center and unified
communications technologies and services are available in a wide
variety of flexible on-premise and cloud deployment options that
seamlessly integrate with non-Avaya applications.  The Avaya
Engagement Environment enables third parties to create and
customize business applications for competitive advantage.  Avaya's
fabric-based networking solutions help simplify and accelerate the
deployment of business critical applications and services.  For
more information please visit http://www.avaya.com/

As of March 31, 2016, Avaya had $6.68 billion in total assets,
$10.18 billion in total liabilities and a total stockholders'
deficiency of $3.50 billion.

                          *   *     *

As reported by the TCR on April 12, 2016, Standard & Poor's Ratings
Services said that it lowered its corporate credit rating on Santa
Clara, Calif.-based Avaya Inc. to 'CCC' from 'B-'.

Avaya carries a Caa1 corporate family rating from Moody's Investors
Service.


BEAR CREEK: Seeks to Hire Jaffe Raitt as Legal Counsel
------------------------------------------------------
Bear Creek Partners II, LLC and Bear Creek Retail Partners II, LLC
seek approval from the U.S. Bankruptcy Court for the Western
District of Michigan to hire Jaffe Raitt Heuer & Weiss, P.C. as its
legal counsel.

The standard hourly rates of the attorneys and paraprofessionals
designated to represent the Debtors range from $285 to $600 for
partners; $190 to $350 for associates; $100 to $225 for
paralegals:

Paul Hage, Esq., a partner at Jaffe Raitt, disclosed in a court
filing that his firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.

Jaffe Raitt can be reached through:

     Jay L. Welford, Esq.
     Richard E. Kruger, Esq.
     Paul R. Hage, Esq.
     Jaffe Raitt Heuer & Weiss, P.C.
     27777 Franklin Road, Suite 2500
     Southfield, MI 48034
     Phone: (248) 351-3000
     jwelford@jaffelaw.com
     rkruger@jaffelaw.com
     phage@jaffelaw.com

                   About Bear Creek Partners

Bear Creek Partners II, L.L.C. and Bear Creek Retail Partners II
LLC filed separate Chapter 11 petitions (Bankr. W.D. Mich. Case
Nos. 16-02553 and 16-02554) on May 6, 2016.  Hon. John T. Gregg
presides over the cases.  

Each of Bear Creek Partners II and Bear Creek Retail Partners
estimated $10 million to $50 million in both assets and
liabilities.

The petitions were signed by Scott A. Chappelle, president.


BEN MOSS: Can Restructure Under CCAA, A&M Named as Monitor
----------------------------------------------------------
Ben Moss Jewellers Western Canada Ltd. said it commenced
proceedings under the Companies' Creditors Arrangement Act and was
granted an order by the Ontario Superior Court of Justice on May
18, 2016.

The order, among other things, imposed a stay of the proceedings
against the creditors of the company.  Pursuant to the order,
Alvarez & Marsal Canada Inc. was appointed monitor of the business
and financial affairs of the company.

Information on the CCAA proceedings is available on the monitor's
website at http://www.alvarezandmarsal.com/benmoss.

The monitor will post additional relevant information and
documentation related to these proceedings on the monitor's website
as they become available.  For further information, contact the
monitor directly at:

   Alvarez & Marsal Canada Inc.
   Royal Bank Plaza, South Tower
   200 Bay Street, Suite 2900
   P.O. Box 22
   Toronto, ON M5J 2J1
   Attention: Ben Moss Monitor
   Hotline: 1-855-499-1480
   Email: monitor.benmoss@alvarezandmarsal.com

Based in Winnipeg, Canada, Ben Moss Jewellers Western Canada Ltd.
-- http://www.benmoss.com-- owns and operates jewellery stores.  
The company offers diamond rings, engagement rings, anniversary
rings, wedding bands, necklaces, bracelets, earrings and men’s
jewellery.


BREITBURN ENERGY: DIP Facility Approved on Interim
--------------------------------------------------
Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York, authorized Breitburn Energy Partners
LP and its affiliated Debtors to enter into a revolving senior
secured postpetition credit facility on an interim basis from Wells
Fargo Bank, National Association, as DIP Agent and the Lenders
party thereto.

The DIP Facility contains, among others, the following relevant
terms:

     (1) DIP Facility: A secured revolving credit facility of up to
$150 million.

     (2) Borrowing Limits: Upon entry of the Interim Order, $75
million, including $75 million available letters of credit.
Following entry of the Final Order, and subject to then terms of
the DIP Credit Agreement for the potential for an additional $75
million.

     (3) Budget: Use of cash collateral and proceeds of the DIP
Facility are subject to a Budget, consisting of monthly statements
of the Debtors’ forecasted receipts and disbursements on a
consolidated basis on a rolling 13-week basis.  The Debtors’
actual disbursements in a month may be 15% greater in the aggregate
than their forecasted disbursements ("Permitted Variance").  The
Debtors are permitted to use forecasted but unused disbursements in
each month (a "Carryforward") in future months.  The allowed fees
and expenses of professionals retained at any time in the cases
("Professional Fees") are not subject to the Budget.

     (4) Use of DIP Proceeds: Subject to the Budget, the Debtors
may use proceeds of the DIP Facility to fund working capital,
general corporate purposes, and the administration of the chapter
11 cases.

     (5) Interest Rates: Base Rate Option: 4.75 % + the greatest of
(i) the DIP Agent’s publicly announced "reference rate"; (ii)
one-half of one percent per annum above the Federal Funds Rate; and
(iii) one-month LIBOR + 1.00%.  LIBOR Option: 5.75% + one-month
LIBOR.  Default Interest Rate: 2.00% per annum in excess of the
applicable non- default rate.

     (6) Maturity Date:  The earliest of the following:

          (a) Jan. 15, 2017;

          (b) the date upon which the Interim Order expires if the
Final Order has not been entered;

          (c) 60 days after the entry of the Interim Order, if the
Final Order has not been entered prior to the expiration of such
period;

          (d) if a chapter 11 plan has been confirmed by order of
the Bankruptcy Court, the effective date of such chapter 11 plan;

          (e) the closing of a sale of substantially all of the
equity or assets of the Debtors;

          (f) the date of indefeasible prepayment in cash in full
by the Debtors of all DIP Obligations in accordance with the terms
hereof and thereof; and

          (g) the date of termination of the commitments and/or
acceleration of any outstanding extensions of credit following the
occurrence and during the continuance of an event of default under
the DIP Facility.

The Debtors required the financing available under the DIP Facility
and the use of cash collateral to have sufficient liquidity to
operate their business and administer their estates during the
chapter 11 cases.  The Debtors contended that as a result of a
dramatic prepetition decline in oil and gas prices, the Debtors
have been unable to generate operating revenues at their historical
rates.  The Debtors further contended that all of their cash is
subject to the liens of their secured creditors.  The Debtors
averred that the DIP Facility and the use of cash collateral is a
critical, value-maximizing element of their reorganization.

                    Limited Objection to Motion

The Ad Hoc Group of Holders of 7.875% Senior Unsecured Notes due
2022 and 8.625% Senior Unsecured Notes due 2020 tells the Court
that it does not take issue with the Debtors obtaining postpetition
financing or authorization to use cash collateral on an interim
basis to the extent such relief is necessary to facilitate a
successful restructuring on the level playing field.  The Ad Hoc
Group further tells the Court that it brings its limited objection
to challenge the provisions of the proposed Interim Order that
likely would have the effect of prematurely limiting, or even
negating, the Debtors' ability to maintain a level playing field
among creditors.

A full-text copy of the Order, dated May 16, 2016, is available at
https://is.gd/C2iyNd

Breitburn Energy Partners LP and its affiliated debtors are
represented by:

          Ray C. Schrock, Esq.
          Stephen Karotkin, Esq.
          WEIL, GOTSHAL & MANGES LLP
          767 Fifth Avenue
          New York, NY 10153
          Telephone: (212)310-8000
          Facsimile: (212)310-8007
          E-mail: ray.schrock@weil.com
                  stephen.karotkin@weil.com

The Ad Hoc Group of holders of 7.875% Senior Unsecured Notes due
2022 and 8.625% Senior Unsecured Notes due 2020 is represented by:

          Gregory A. Bray, Esq.
          Paul S. Aronzon, Esq.
          MILBANK, TWEED, HADLEY & MCCLOY LLP
          601 South Figueroa Street
          30th Floor
          Los Angeles, CA 90017
          Telephone: (213)892-4000
          E-mail: gbray@milbank.com
                  paronzon@milbank.com

                  - and -

          Andrew M. Leblanc, Esq.
          Alexander B. Lees, Esq.
          MILBANK, TWEED, HADLEY & MCCLOY LLP
          1850 K Street, NW, Suite 1100
          Washington, DC 20006
          Telephone: (202)835-7500
          E-mail: aleblanc@milbank.com
                  alees@milbank.com

                  About Breitburn Energy Partners

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: U.S. Trustee Forms 3-Member Committee
-------------------------------------------------------
The U.S. trustee for Region 2 on May 26 appointed three creditors
of Breitburn Energy Partners LP and its affiliates to serve on the
official committee of unsecured creditors.

The committee members are:

     (1) Ares Special Situations Fund IV, L.P.
         c/o Ares Management LLC
         2000 Avenue of the Stars, 12th Floor
         Los Angeles, California 90067
         Attention: Matthew F. Sheahan
         Telephone: (310) 201-4100

     (2) BPC UKI LP
         c/o Beach Point Capital Management
         1620 26th Street, Suite 6000N
         Santa Monica, California 90404
         Attention: Joseph Fabiani, Vice President
         Telephone: (310) 996-9700

     (3) Wexford Spectrum Investors, LLC
         411 W. Putnam Avenue – Suite 125
         Greenwich, Connecticut 06830
         Attention: Marc McCarthy
         Telephone: (203) 862-7013

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

                       About 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.


BRUNSWICK CORP: Moody's Puts Ba1 Ratings on Review for Upgrade
--------------------------------------------------------------
Moody's Investors Service placed the senior unsecured notes rating
for Brunswick Corporation  under review for upgrade. The review is
driven by Brunswick's improved credit profile and Moody's view that
the company would maintain a solid credit profile in a moderate to
severe economic downturn. Brunswick's Corporate Family Rating,
Probability of Default Rating and Speculative Grade Liquidity
rating are not under review; however, these will be withdrawn if
the ratings that have been placed under review are upgraded.

RATING RATIONALE

Brunswick's existing ratings reflect the company's strong position
in the fitness and leisure marine sectors and strong credit metrics
-- highlighted by debt/EBITDA below 1.5 times and strong liquidity.
The ratings are constrained by the discretionary nature of pleasure
boats and marine related products, which makes Brunswick's revenues
and earnings sensitive to economic weakness.

The rationale for the review for upgrade is Moody's expectation
that the company's continued strong operating performance,
liquidity and strong credit metrics will enable it to maintain a
solid credit profile even in a severe economic decline.

Moody's rating review will focus on the operational and financial
steps Brunswick would take in an economic downturn to preserve its
credit profile and liquidity. It will also focus on management's
expectation of how each of its different business segments would
perform in a significant economic downturn.

Ratings Placed Under Review For Upgrade:

$150 million senior unsecured notes with subsidiary guarantees due
2021 at Ba1 (LGD 3);

Senior unsecured and unguaranteed notes due 2023-2027 at Ba2 (LGD
6)

Subscribers can find further details in the Brunswick Credit
Opinion published on Moodys.com.

Brunswick, headquartered in Lake Forest, Illinois, manufactures
marine engines, pleasure boats and fitness equipment. Revenue for
the twelve months ended March 2016 approximated $4.2 billion.


BUILDERS FIRSTSOURCE: WP IX Sells Entire Stake to Credit Suisse
---------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Warburg Pincus Private Equity IX, L.P. ("WP IX"), et
al., disclosed that as of May 24, 2016, they ceased to beneficially
own shares of common stock of Builders Firstsource, Inc.

On May 18, 2016, WP IX offered 13,263,266 shares of Common Stock of
the Company for sale in a public offering pursuant to a prospectus
supplement filed with the SEC by the Company on May 18, 2016,
pursuant to Rule 424(b)(5) under the Securities Act.  On
May 24, 2016, WP IX consummated the sale of 13,263,266 shares of
Common Stock of the Company to Credit Suisse Securities (USA) LLC
and Deutsche Bank Securities Inc., as underwriters, at a price per
share of $10.40 pursuant to the Underwriting Agreement dated
May 18, 2016.

A copy of the regulatory filing is available for free at:

                      https://is.gd/1clKy2

                   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.


CADILLAC NURSING: Trustee Amends Notice of Committee Appointment
----------------------------------------------------------------
The U.S. trustee for Region 9 on May 26 filed an amended notice of
appointment of an official committee of unsecured creditors of
Cadillac Nursing Home, Inc.

The bankruptcy watchdog amended the notice to delete the
information erroneously included as to Rehab Solutions, and to
provide contact information for Chiman Patel:

     (1) Jonah Geisler
         Tristate Surgical Supply & Equipment
         409 Hoyt St.
         Brooklyn, New York 11231
         Phone: 908-692-9402
         Fax: 718-624-0666
         Email: JONAH@Tristatesurgical.com

     (2) Chiman Patel
         27950 Orchard Lake Road
         Suite 112
         Farmington Hills, Michigan 48334
         Phone: 248-910-5843
         Email: kcbpatel@gmail.com

                  About Cadillac Nursing Home

Cadillac Nursing Home, Inc. sought protection under Chapter 11 of
the Bankruptcy Code in the Eastern District of Michigan (Detroit)
(Case No. 16-41554) on February 8, 2016. The petition was signed by
Bradley Mali, president.

The Debtor is represented by Michael E. Baum, Esq., Kim K. Hillary,
Esq., and John J. Stockdale, Jr., Esq., at Schafer and Weiner,
PLLC. The case is assigned to Judge Thomas J. Tucker.

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


CALATLANTIC GROUP: Moody's Rates Proposed $300M Notes 'Ba2'
-----------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to CalAtlantic
Group, Inc.'s proposed $300 million senior unsecured notes due
2026. The proceeds of the notes will be used to repay or repurchase
the company's $280 million of senior unsecured notes due in
September of 2016 with the remainder being used toward general
corporate purposes. CalAtlantic's Corporate Family Rating is
unchanged at Ba2 and outlook is stable.

The following rating actions were taken:

Proposed $300 million senior unsecured notes, assigned Ba2 (LGD4).

RATINGS RATIONALE

The Ba2 Corporate Family Rating reflects CalAtlantic's good
business profile as a result of the merger between Standard Pacific
and Ryland. The combined entity is now the fourth largest
homebuilder in the United States based on pro forma revenues of
just under $5.5 billion for the twelve months trailing March 31,
2016 and CalAtlantic's portfolio of markets is well diversified and
stretched across the country, covering 17 states and 41
metropolitan areas. Moreover, the company offers a wide range of
products at various price points, allowing it to capture customers
from entry level to luxury. The Ba2 Corporate Family Rating is also
supported by CalAtlantic's credit metrics, specifically its
adjusted debt to book capitalization ratio which stood at 48.4% at
March 31, 2016. Moody's expects this figure to come down below 45%
in 2016 as it reduces its revolver borrowings and generates equity
through retained earnings. At the same time, CalAtlantic's rating
is constrained by the overhang of integration risk that springs
from combining two large entities. While the integration has thus
far gone well for the company, Moody's believes the merger of two
large homebuilders with overlapping divisions will require more
time before the risks reside.

The SGL-2 Speculative Grade Liquidity (SGL) Rating reflects
CalAtlantic's good liquidity position and takes into consideration
internal liquidity, external liquidity, covenant compliance, and
alternative liquidity. As of March 31, 2016, the company had $170
million of cash on the balance sheet. Moody's expects the company
to turn free cash flow positive in 2016 and maintain this sizable
cash balance, both of which support its liquidity profile.
CalAtlantic's has a $750 million revolving credit facility that, as
of March 31, 2016, had $373 million available to be drawn. The
credit facility is subject to a series of covenants including a
minimum tangible net worth of $1.65 billion, a maximum net
homebuilding leverage ratio of 2.0 to 1.0 and a minimum EBITDA
interest coverage of 1.25x. Moody's projects the company to have
significant cushion under each of these for the next 12 to 18
months. CalAtlantic's debt capital structure is unsecured, giving
it ample alternative liquidity options with its unencumbered land
supply.

The stable outlook reflects that the company's credit metrics are
anticipated to improve over the next 12-18 months as industry
conditions steadily advance.

The ratings could be upgraded if the company's homebuilding debt to
capitalization is sustained below 40%, homebuilding interest
coverage is close to 6.0x, and homebuilding gross margins are well
above 20%.

The ratings could be downgraded if homebuilding debt to
capitalization increases above 50% on a sustained basis,
homebuilding interest coverage falls below 3.5x, there is a
deterioration in profitability or weakening of industry conditions,
or if the company engages in any sizable acquisition and/or
shareholder friendly activities.

Headquartered in Irvine, California and formed by the 2015 merger
of Standard Pacific Corp. and The Ryland Group, Inc., CalAtlantic
Group, Inc. ("CalAtlantic") constructs and sells single-family
attached and detached homes. The company operates in 41
metropolitan statistical areas (MSAs) and is in the entry-level,
move-up, luxury, and active adult segments. CalAtlantic is the
fourth largest homebuilder in the United States with pro forma
revenues for the trailing twelve months (TTM) March 31, 2016 of
$5.5 billion.


CAPITAL L. CORP: Seeks to Hire Brouse McDowell as Legal Counsel
---------------------------------------------------------------
Capital L. Corp. seeks approval from the U.S. Bankruptcy Court for
the Northern District of Ohio to hire Brouse McDowell, LPA as its
bankruptcy counsel.

The Debtor tapped the firm to provide these services:

     (a) provide advice about its power and duties as debtor-in-
         possession;

     (b) advise the Debtor on all bankruptcy matters;

     (c) prepare legal papers;

     (d) represent the Debtor at all hearings;

     (e) prosecute and defend litigated matters;

     (f) prepare and file a disclosure statement and negotiate
         and implement a plan of reorganization;

     (g) negotiate and seek approval of a sale of the Debtor's
         assets and other transactions;

     (h) represent the Debtor on matters related to the
         assumption or rejection of its executory contracts and
         leases; and

     (i) advise the Debtor about corporate, real estate,
         litigation, labor, finance, tax and other legal matters.

These attorneys and staff are anticipated to assist the Debtor
during its bankruptcy:

     Professionals      Hourly Rates
     -------------      ------------
     Marc Merklin           $425
     Kate Bradley           $325
     Lucas Blower           $300
     Thomas Gattozzi        $320
     Bridget Franklin       $265
     Theresa Palcic         $165

Mark Merklin, Esq., a principal at Brouse McDowell, disclosed in a
court filing that the firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Mark B. Merklin
     Kate M. Bradley     
     Brouse McDowell, LPA
     388 S. Main Street, Suite 500
     Akron, Ohio 44311
     Phone: (330) 535-5711
     Fax: (330) 253-8601
     mmerklin@brouse.com
     kbradley@brouse.com

                      About Capital L. Corp.

Capital L. Corp. sought protection under Chapter 11 of the
Bankruptcy Code in the Northern District of Ohio (Akron) (Case No.
16-50850) on April 13, 2016.  

The petition was signed by Louis Telerico, president. The case is
assigned to Judge Alan M. Koschik.

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


CARL EQUIPMENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Carl Equipment, Ltd.
        6400 Industrial Blvd.
        Greeenville, TX 75402

Case No.: 16-32076

Chapter 11 Petition Date: May 26, 2016

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Hon. Stacey G. Jernigan

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  JOYCE W. LINDAUER ATTORNEY, PLLC
                  12720 Hillcrest Road, Suite 625
                  Dallas, TX 75230
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: joyce@joycelindauer.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Marcus D. Carl, vice president.

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


CELTIC CONCEPTS: Seeks to Hire Wauson & Probus as Legal Counsel
---------------------------------------------------------------
Celtic Concepts, Ltd. seeks approval from the U.S. Bankruptcy Court
for the Southern District of Texas to hire Wauson & Probus as its
legal counsel.

The Debtor proposed to hire the firm to provide these services:

     (a) provide advice to the Debtor regarding its continued
         operation and management of cash and property;

     (b) prepare and file the Debtor's schedules, statements of
         financial affairs and related initial pleadings;

     (c) represent the Debtor at its initial meeting with the U.S.
         trustee and at its first meeting of creditors;

     (d) represent the Debtor in post-petition administrative
         matters or matters involving its assets and liabilities
         and financial affairs;

     (e) represent the Debtor in any adversary proceeding related
         to pre-bankruptcy transfers;

     (f) represent the Debtor in negotiations for any post-
         petition administrative financing;

     (g) represent the Debtor in negotiations for its use of cash
         collateral;

     (h) represent the Debtor in negotiations for the assumption
         or rejection of any unexpired leases of nonresidential
         property;

     (i) assist the Debtor in preparing a disclosure statement
         and plan of reorganization;

     (j) represent the Debtor with respect to objections to proofs

         of claim and allowance or disallowance of claims; and

     (k) represent the Debtor with respect to the consummation of
         a plan of reorganization and other post-petition matters
         necessary to its implementation.

The Debtor will employ the firm on an hourly basis.  The attorneys
who may represent the Debtor and their discounted hourly rates
are:

       John Wesley Wauson    $450
       Matthew Probus        $350
       Anabel King           $200

Sharon Dianiska and Ginger Davis, both paraprofessionals, may also
assist the Debtor.  Ms. Dianiska will be paid $100 per hour while
Ms. Davis will be paid $65 per hour.

Matthew Probus, a shareholder of Wauson & Probus, disclosed in a
court filing that his firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.

Wauson & Probus can be reached through:

     Matthew B. Probus
     Wauson & Probus
     One Sugar Creek Center Blvd., Suite 880
     Sugar Land, Texas 77478
     Phone: (281) 242-0303
     Fax: (281) 242-0306

                       About Celtic Concepts

Celtic Concepts, Ltd. sought protection under Chapter 11 of the
Bankruptcy Code in the Southern District of Texas (Houston) (Case
No. 16-32610) on May 24, 2016.

The petition was signed by Brian Young, president of Ceana, LLC
general partner. The case is assigned to Judge Marvin Isgur.

The Debtor estimated assets of $100,000 to $500,000 and debts of $1
million to $10 million.


CENGAGE LEARNING: Moody's Cuts Sr. Unsecured Term Loan Rating to B1
-------------------------------------------------------------------
Moody's Investors Service downgrades Cengage Learning, Inc.'s
proposed upsized $1,710 million Senior Secured Term Loan to B1
(LGD3) due to reduced structural subordination and support provided
by lower amount of proposed Senior Unsecured Notes of $620 million.
Moody's affirms Cengage Learning, Inc. B2 Corporate Family Rating
(CFR) and Probability of Default Rating B2-PD after announcement in
capital structure modification which is not expected to result in a
change to total debt outstanding. The outlook remains stable. The
issuer of the proposed debt (Cengage Learning, Inc.) was previously
an operating subsidiary of Cengage Learning Acquisitions, Inc. (B2,
Stable) holding the business assets, and is the surviving entity of
the merger of Cengage Learning, Inc. and Cengage Learning
Acquisitions, Inc. Moody's will withdraw all ratings for Cengage
Learning Acquisitions, Inc. upon closing of the transaction.

Cengage Learning Acquisitions, Inc.:

-- Corporate Family Rating, ratings to be withdrawn B2

-- Probability of Default Rating, ratings to be withdrawn B3-PD

-- $2.01 billion Senior Secured Term Loan due 2020, ratings to be

    withdrawn B2, LGD3

Outlook Action:

-- Outlook is Stable to be withdrawn

Cengage Learning, Inc.

Ratings Affirmed

Corporate Family Rating, B2

Probability of Default Rating B2-PD

$620 million Senior Unsecured Notes due 2024; Caa1, LGD5

Ratings Downgrades

$1,710 million Senior Secured Term Loan due 2023: to B1, LGD3 from
Ba3, LGD3

Outlook:

Outlook is Stable

RATINGS RATIONALE

Cengage's B2 CFR rating reflects Moody's expectation for low single
digit percentage declines in enrollment levels for U.S.
institutions of higher education, consumer focus on containing
education costs, competition among leading players especially as
the market transitions to digital services from traditional
learning materials, and high event risk related to ownership by
financial sponsors. Ratings reflect the company's high leverage of
5.3x debt-to-cash EBITDA pro-forma for the proposed transaction
(including Moody's standard adjustments and cash pre-publication
costs as an expense), making the company more sensitive to
underlying business deterioration. Moody's is increasingly
concerned over the company's financial policy as it continues to
use its cash towards dividend distributions and share repurchases.
Moody's expects leverage to return to approximately 5x over the
next 12 months, as actioned cost savings are realized. The current
rating and outlook do not incorporate any further share repurchases
or debt funded distributions, which if occur, may result in a
negative rating action. Moody's expects Cengage to maintain
mid-single digit percentage free cash flow-to-debt or better absent
any further shareholder distributions.

While Cengage has successfully been able to maintain its market
share within a challenged higher education market, and made strong
strides towards growing its digital portfolio, the company's
financial policy pressures the B2 Corporate Family Rating.
Including the proposed special dividend and the share repurchases
executed over the past 12 months, the company will have returned
nearly one year worth of its Cash EBITDA for FY 2016, limiting the
de-levering of the issuer. The company generated $460 million in
cash EBITDA during FY 2016 (including Moody's standard adjustments
and cash pre-publication costs as an expense) and estimated $150
million in free cash flow, ending the year with a cash balance of
$254 million.

Ratings could be downgraded if market conditions or competitive
pressures lead to Cengage being unable to track revenue or EBITDA
expectations resulting in debt-to-cash EBITDA remaining above 5x
(including Moody's standard adjustments and cash prepublication
costs as an expense) over the next 12 months. Ratings could also be
downgraded if additional debt funded distributions lead to
increased leverage or if liquidity were to weaken due to
significant revolver usage or free cash flow-to-debt falling below
mid-single digit percentages.

Moody's said, "given weak position of the credit within its
corporate family rating, upgrade is unlikely. Ownership by
financial sponsors and the likelihood of additional distributions
pressure debt ratings, but we could consider a rating upgrade if
U.S. enrollment levels stabilize and if Cengage is able to
consistently grow revenue and maintain its market share. The
company would also need to demonstrate EBITDA growth resulting in
debt-to-cash EBITDA being sustained comfortably below 3x, and we
would need to expect that liquidity will remain good with cash
balances being more than sufficient to cover outflows including
seasonal working capital swings and with free-cash flow-to-debt
being sustained in the low to mid double-digit percentage range or
better."

Cengage Learning, Inc. ("Cengage") is a provider of learning
solutions, software and educational services for the higher
education, research, school, career, professional, and
international markets. Cengage publishes college textbooks and
reference materials, and supplements its print publications with
digital solutions. The company emerged from Chapter 11 bankruptcy
protection in March 2014 with reduced debt levels. Large
shareholders currently include Apax Partners, KKR and Searchlight
Capital as well as other creditors who became shareholders upon
exit. Revenue for the FY ended March 31, 2016 totaled $1.6 billion.


CHAMPION INDUSTRIES: Files Amendment #3 to Schedule 13E-3
---------------------------------------------------------
Champion Industries, Inc., filed a third amended to its transaction
statement on Schedule 13E-3 to reflect revisions in response to SEC
staff comments in the comment letter date May 24, 2016.

The following persons, who are directors and/or executive officers
and 10% or more shareholders of the Company, have joined and
adopted the Schedule 13E-3 as additional filing persons:
   
Marshall T. Reynolds

Chairman of the Board of Directors and controlling shareholder (Mr.
Reynolds beneficially owns or controls approximately 53.7% of the
Company's outstanding Class A Common Stock, as disclosed in the
Proxy Statement, including shares owned by Harrah and Reynolds
Corporation in which Mr. Reynolds is the sole shareholder.)

Harrah and Reynolds Corporation

10% or more shareholder (this corporation owns approximately 37.5%
of the outstanding Class A Common Stock of the Company as disclosed
in the Proxy Statement.  Mr. Reynolds owns all the stock of, and
controls, Harrah and Reynolds Corporation.)

Glenn W. Wilcox, Sr.

Director (Mr. Wilcox beneficially owns or controls approximately
1.1% of the Company’s outstanding Class A Common Stock, as
disclosed in the Proxy Statement.)

Phillip E. Cline

Director (Mr. Cline beneficially owns or controls approximately
0.57% of the Company's outstanding Class A Common Stock, as
disclosed in the Proxy Statement.)

Neal W. Scaggs

Director (Mr. Skaggs beneficially owns or controls approximately
0.6% of the Company's outstanding Class A Common Stock, as
disclosed in the Proxy Statement.)

Louis J. Akers

Director (Mr. Akers beneficially owns or controls approximately
0.1% of the Company's outstanding Class A Common Stock, as
disclosed in the Proxy Statement.)
  
Adam M. Reynolds

President and Chief Executive Officer (Mr. Adam M. Reynolds owns or
controls approximately 0.3% of the Company's outstanding Class A
Common Stock, as disclosed in the Proxy Statement.)
  
Justin T. Evans

Senior Vice President and Chief Financial Officer

A copy of the regulatory filing is available for free at:

                     https://is.gd/eAUE9Y

                  About Champion Industries

Champion Industries, Inc., is engaged in the commercial printing
and office products and furniture supply business in regional
markets east of the Mississippi River.  The Company also publishes
The Herald-Dispatch daily newspaper in Huntington, West Virginia
with a total daily and Sunday circulation of approximately 23,000
and 28,000.

Champion Industries reported a net loss of $1.19 million on $61.28
million of total revenues for the year ended Dec. 31, 2015,
compared to a net loss of $1.13 million on $63.52 million of total
revenues for the year ended Oct. 31, 2014.

As of Jan. 31, 2016, the Company had $22.89 million in total
assets, $21.15 million in total liabilities and $1.74 million in
total shareholders' equity.


CHRIST FELLOWSHIP: 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 Christ Fellowship, Inc.

Christ Fellowship, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 16-10673) on April 4,
2016.  The Debtor is represented by J. Nevin Smith, Esq., at Smith
Conerly LLP.


CLAIRE'S STORES: Reports Fiscal 2016 First Quarter Results
----------------------------------------------------------
Claire's Stores, Inc., reported its financial results for the
fiscal 2016 first quarter, which ended April 30, 2016.

The Company reported a net loss of $38.8 million on $300 million of
net sales for the three months ended April 30, 2016, compared to a
net loss of $35.4 million on $320 million of net sales for the
three months ended May 2, 2015.

As of April 30, 2016, Claire's Stores had $2.27 billion in total
assets, $2.87 billion in total liabilities and a stockholders'
deficit of $606 million.

Adjusted EBITDA in the fiscal 2016 first quarter was $37.0 million
compared to $37.6 million last year.  Adjusted EBITDA would have
been $38.9 million excluding both foreign currency translation
effect and the unfavorable foreign exchange effect on merchandise
margin in the first quarter of 2016.  The Company defines Adjusted
EBITDA as earnings before income taxes, net interest expense,
depreciation and amortization, loss (gain) on early debt
extinguishments, and asset impairments.  Adjusted EBITDA excludes
management fees, severance, the impact of transaction-related costs
and certain other items.

As of April 30, 2016, cash and cash equivalents were $48.9 million.
The Company was fully drawn on its Credit Facilities as of April
30, 2016.  The fiscal 2016 first quarter cash balance increase of
$30.0 million consisted of positive impacts of $37.0 million of
Adjusted EBITDA and $116.9 million from net borrowings under the
Credit Facilities, offset by reductions for $79.0 million of cash
interest payments, $36.1 million from seasonal working capital
uses, $4.3 million of capital expenditures and $4.5 million for tax
payments and other items.

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

                       https://is.gd/AuY4iG

                       About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores also operates through its subsidiary,
Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint
venture with AEON, Co., Ltd.  The Company also franchises 198
stores in the Middle East, Turkey, Russia, South Africa, Poland
and Guatemala.

                           *     *     *

The TCR reported on April 11, 2016, that Moody's Investors Service
downgraded Claire's Stores, Inc. Corporate Family Rating (CFR) and
Probability of Default Rating to Caa3 and Caa3-PD, respectively.
"[The] downgrades reflect our view that there is an acute
likelihood of a debt restructuring ahead of the June 2017 maturity
of Claire's subordinated notes due to continuing erosion of
liquidity and weak operating performance," stated Moody's Vice
President Charlie O'Shea.

As reported by the TCR on May 20, 2016, S&P Global Ratings raised
its corporate credit rating on Florida-based Claire's Stores Inc.
to 'CCC-' from 'SD'.  The outlook is negative.


COMPACT UNLIMITED: Seeks to Hire Durand as Legal Counsel
--------------------------------------------------------
Compaction Unlimited LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Texas to hire Daniel Durand III
of Durand & Associates PC as its legal counsel.

Compaction Unlimited proposed to hire an attorney to provide advice
about its rights, powers and duties as debtor-in-possession,
prepare legal papers, and represent the Debtor at all hearings and
meetings of creditors.

Mr. Durand, Esq., will be paid $300 per hour for his services.

In a court filing, Mr. Durand disclosed that he does not hold or
represent an interest adverse to the Debtor's estate.

The proposed counsel can be reached through these numbers:

     Daniel Durand III
     Durand & Associates PC,
     522 Edmonds, Suite 101
     Lewisville, TX 75067
     Tel: (972) 221-5655
     Fax: (972) 221-9569

                      About Compaction Unlimited

Compaction Unlimited LLC sought protection under Chapter 11 of the
Bankruptcy Code in the Eastern District of Texas (Case No.
16-40928) on May 24, 2016.


COMPUTER SCIENCES: Moody's Affirms Ba1 Stock Shelf Rating
---------------------------------------------------------
Moody's Investors Service affirmed Computer Sciences Corporation's
senior unsecured rating at Baa2 following the company's
announcement that it plans to merge with Hewlett Packard Enterprise
Company's Enterprise Services business ("HPE Services") in a tax
free transaction.  The boards of directors of both companies have
approved the transaction.  CSC expects the merger to close by the
end of March 2017, subject to customary conditions including
regulatory approvals.  The outlook is stable.

Outlook Actions:

Issuer: Computer Sciences Corporation
  Outlook, Remains Stable

Affirmations:

Issuer: Computer Sciences Corporation
  Preferred Stock Shelf, Affirmed (P)Ba1
  Subordinate Shelf, Affirmed (P)Baa3
  Senior Unsecured Shelf, Affirmed (P)Baa2
  Senior Unsecured Regular Bond/Debentures, Affirmed Baa2

                         RATINGS RATIONALE

The Baa2 rating reflects Moody's expectation of moderate leverage
for CSC and enhanced scale following its merger with HPE Services,
which should help to offset the challenges of integrating a
business with more than double the revenues of CSC.  The
combination will diversify CSC's business profile while potentially
increasing profitability with sizable cost saving opportunities
(e.g., balancing the workforce, eliminating duplicate costs from
SG&A support functions, data center and facilities consolidation,
and procurement spend).  However, Moody's believes there will be
risk with integrating the culture of both organizations in an
entity whose primary assets are its people.  Shifts in labor mix,
management layers, compensation, and benefits could pose risks with
employee retention and morale.

Moody's expects leverage to decrease to the low 2x level following
the merger after considering $1 billion of cost synergies (from
above 2.5x at the projected close without synergies).  Since the
spin-off of Computer Sciences Government Services (CSGov) in
November 2015, CSC has been acquisitive with the purchases of
Xchanging plc, a provider of global insurance services and
technology, in May 2016 and UXC Limited, Australia's largest
independent IT services company, in March 2016 for a combined
purchase price of $1 billion.  Pro forma for the acquisitions of
Xchanging and UXC, Moody's adjusted leverage for standalone CSC is
in the high 2x range.

The merger with HPE Services will be structured as a tax-free
merger with the shareholders from each entity owning half of the
common stock of the combined company.  Moody's expects adjusted
debt to EBITDA to decline to the low 2 times by the end of fiscal
year ended March 2018 ("FY 2018") driven by cost synergies of $1
billion.  Adjusted EBITDA should increase to more than $4.5 billion
by the end of FY 2018.  As part of the transaction, CSC will raise
an additional $3.6 billion of debt in order to issue a $3.1 billion
distribution to Hewlett Packard Enterprises (in cash and debt) and
to bolster cash on hand.  The merged company will also assume $300
million of Senior Notes due 2029 and a net pension liability of
$570 million (on a GAAP basis) from Hewlett Packard Enterprises.

While revenue declines have persisted at both CSC and HPE Services,
Moody's expects that revenue from newer cloud related offerings
will help to offset declines from their legacy managed services
contracts.  However, there remains significant uncertainty as to
when overall revenues will stabilize, the pace at which the
combined company's client portfolio will transition to higher
margin (and less capital intensive) projects, and the amount of
cost savings that will need to be re-invested into new service
offerings.  Moody's believes that it could take CSC at least one
year to restore and sustain meaningful revenue growth.

CSC's rating is supported by its strong market position in the IT
services industry (e.g., the 3rd largest IT services firm following
the merger with HPE Services) with a business model that has proven
fairly resilient during economic downturns, producing sizable cash
flow from long term contracts.  CSC also benefits from its large
offshore commercial business infrastructure, which will grow
without the need to support the former U.S. government business,
and a diversified customer base of global clients, which will
further expand with HPE Services' portfolio.

The stable outlook reflects Moody's expectation of low single digit
revenue growth over the next year for CSC (flattish on a pro forma
combined basis with HPE Services) with adjusted operating margins
of about 10%.  Given the merger integration, timing of new program
ramps, significant cash outlays associated with restructuring
actions, and reinvestments to spur long-term growth, free cash flow
is likely to be volatile, but likely to exceed a $1 billion in the
first year after close.  Moody's also expects very limited
acquisition and share buyback activity until the merger with HPE
Services is well integrated.

The ratings could be upgraded if CSC generates revenue growth in
the mid-single digits with operating margins above 12.5% while
maintaining prudent financial discipline.  The ratings could be
downgraded if CSC experiences extended revenue or operating margin
declines.  In addition, the ratings could experience downwards
pressure if CSC's financial policies were to become more aggressive
(e.g., through continued debt financed M&A or share repurchases)
such that debt to EBITDA stays above 2.5 times on a sustained
basis.

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

Computer Sciences Corporation is a multinational information
technology and business process outsourcing services provider.


CYTORI THERAPEUTICS: Subscription Rights to Expire June 9
---------------------------------------------------------
Cytori Therapeutics, Inc., filed with the Securities and Exchange
Commission an amended Form S-1 registration statement relating to
the distribution to holders of the Company's common stock, at no
charge, non-transferable subscription rights to purchase units.

Each unit consists of one share of common stock and 0.5 of a
warrant.  Each whole Warrant will be exercisable for one share of
the Company's common stock.

In the Rights Offering, holders will receive one subscription right
for each share of common stock owned at 5:00 p.m., Eastern Time, on
May 20, 2016, the record date of the Rights Offering, or the Record
Date.  The common stock and the Warrants comprising the Units will
separate upon the closing of the Rights Offering and will be issued
separately but may only be purchased as a Unit, and the Units will
not trade as a separate security.  The subscription rights will not
be tradable.

The Subscription Rights will expire if they are not exercised by
5:00 p.m., Eastern Time, on June 9, 2016, unless the Rights
Offering is extended or earlier terminated by the Company.  If the
Company elects to extend the Rights Offering, it will issue a press
release announcing the extension no later than 9:00 a.m., Eastern
Time, on the next business day after the most recently announced
expiration date of the Rights Offering.  The Company may extend the
Rights Offering for additional periods in its sole discretion.
Once made, all exercises of Subscription Rights are irrevocable.

The Company has not entered into any standby purchase agreement or
other similar arrangement in connection with the Rights Offering.
The Rights Offering is being conducted on a best-efforts basis and
there is no minimum amount of proceeds necessary to be received in
order for the Company to close the Rights Offering.

The Company has engaged Maxim Group LLC to act as dealer-manager in
the Rights Offering.

A full-text copy of the amended prospectus is available for free at
https://is.gd/WrghzW

                           About Cytori

Based in San Diego, California, Cytori Therapeutics (NASDAQ: CYTX)
-- http://www.cytori.com/-- is an emerging leader in providing    

patients and physicians around the world with medical
technologies, which harness the potential of adult regenerative
cells from adipose tissue.  The Company's StemSource(R) product
line is sold globally for cell banking and research applications.

Cytori reported a net loss allocable to common stockholders of
$19.4 million on $4.83 million of product revenues for the year
ended Dec. 31, 2015, compared to a net loss allocable to common
stockholders of $38.5 million on $4.95 million of product revenues
for the year ended Dec. 31, 2015.

As of March 31, 2016, Cytori had $32.9 million in total assets,
$25.2 million in total liabilities and $7.74 million in total
stockholders' equity.

KPMG LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company's recurring losses
from operations and liquidity position raises substantial doubt
about its ability to continue as a going concern.


D&E GENERAL: Seeks to Hire Hodges Doughty as Legal Counsel
----------------------------------------------------------
D&E General Partnership seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Tennessee to hire Hodges, Doughty
& Carson PLLC as its legal counsel.

D&E General tapped the firm to prepare legal papers on its behalf,
represent the Debtor in filing all pleadings and court appearances,
and assist in resolving issues with creditors.

Dean Farmer and Kandi Yeager, the attorneys who will provide the
services, will be paid $300 per hour and $250 per hour,
respectively.  The hourly rate of associates who may assist them is
$200 while the hourly rate of paralegal assistants is $95.

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

The firm can be reached through:

     Dean B. Farmer, Esq.
     Kandi R. Yeager, Esq.
     Hodges, Doughty & Carson PLLC
     Post Office Box 869
     Knoxville, TN 37901-0869
     Tel: (865)292-2307

                  About D&E General Partnership

D&E General Partnership sought protection under Chapter 11 of the
Bankruptcy Code in the Eastern District of Tennessee (Knoxville)
(Case No. 16-31625) on May 24, 2016.  

The petition was signed by David Murray Dunlap, authorized
representative. The case is assigned to Judge Suzanne H.
Bauknight.

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


DELPHI AUTOMOTIVE: Court Denies Summary Judgment Bids in Solus Suit
-------------------------------------------------------------------
Judge Robert D. Drain of the United States Bankruptcy Court for the
Southern District of New York denied both motions for summary
judgment in the adversary case Solus Alternative Asset Management
LP, Angelo Gordon & Co. L.P., Longhorn Credit Funding, LLC,
Nextpoint Credit Strategies Fund, Gov Re, Ltd, Ultra Master Ltd,
Sola Ltd, Solus Opportunities Fund 1 LP, Solus Opportunities Fund 2
LP, Solus Recovery Fund III Master LP, AG Super Fund International
Partners, L.P., and Botticelli LLC Plaintiffs, v. Delphi Automotive
PLC and Delphi Automotive LLP Defendants, and DPH Holdings Corp.,
Nominal Defendant, Adv. Pro. No. 14-02445 (RDD)(Bankr. S.D.N.Y.).

Before the Court are the parties' respective motions for summary
judgment. Both motions are premised on the asserted plain meaning
of the relevant documents; no parol evidence has been offered.

The plaintiffs in this adversary proceeding seek a declaration that
they -- and by inference other similarly situated general unsecured
creditors -- are entitled under Section 5.3 of the confirmed and
consummated First Amended Joint Plan of Reorganization, dated July
30, 2009 of the debtors herein to the "General Unsecured MDA
Distribution."

General Unsecured MDA Distribution means, if and to the extent
Company Buyer makes distributions to its members in accordance with
the Company Buyer Operating Agreement, as described in section
3.2.3 of the Master Disposition Agreement, in excess of $7.2
billion, an amount equal to $32.50 for every $67.50 so distributed
in excess of $7.2 billion; provided, however, that in no event
shall the General MDA Distribution exceed $300,000,000 in the
aggregate.

The parties agree that if the March 31, 2011 redemptions of General
Motors Company's ("GM") Class A membership interests and PBGC's
Class C membership interests (together, the "GM/PBGC Redemptions")
by the successors to the "Company Buyer" which purchased the
"Company Acquired Assets" of the Debtors under the Plan and the
Master Disposition Agreement, dated as of July 30, 2009 (the
"MDA"), are to be counted toward satisfying the foregoing
condition, the right to the General Unsecured MDA Distribution
under Plan Sections 1.102 and 5.3 is owed in the full amount of
$300 million.

The Defendants, who are the successors to the "Company Buyer,"
contend that the GM/PBGC Redemptions were not the kind of
distributions to the Company Buyer's members contemplated by the
definition of "General Unsecured MDA Distribution." Essentially,
the Defendants contend that only distributions made by the Company
Buyer to its members in specified percentages satisfy the condition
to the general unsecured creditors' right to receive the General
Unsecured MDA Distribution. Under this interpretation, because the
GM/PBGC Redemptions were not made along with distributions to the
Company Buyer's other members in the specified percentages, the
triggering event has not occurred. Instead, they argue, the GM/PBGC
Redemptions fall under a different provision of the operative
documents referred to in the Plan's definition of the General
Unsecured MDA Distribution.

A full-text copy of the Memorandum of Decision dated May 13, 2016
is available at https://is.gd/Ljpx1w from Leagle.com.

The bankruptcy case is In re: DPH Holdings Corp., et al.,
Reorganized, Chapter 11, Debtors, Case No. 05-44481 (RDD), (Jointly
Administered)(Bankr. S.D.N.Y.).

Solus Alternative Asset Management LP, Plaintiff, is represented by
Susheel Kirpalani, Esq. -- susheelkirpalani@quinnemanuel.com --
Quinn Emanuel Urquhart & Sullivan LLP, James C. Tecce, Esq. --
jamestecce@quinnemanuel.com -- Quinn Emanuel Urquhart & Sullivan
LLP.

Delphi Automotive LLP, Defendant, is represented by Edward A.
Friedman, Esq. -- efriedman@fklaw.com -- Friedman Kaplan Seiler &
Adelman LLP, John Oster, Esq. -- joster@fklaw.com -- Friedman
Kaplan Seiler & Adelman LLP.


DEX MEDIA: Alvarez & Marsal's Andrew Hede to Serve as CRO
---------------------------------------------------------
Dex Media, Inc., et al., seek permission form the U.S. Bankruptcy
Court for the District of Delaware to employ Alvarez & Marsal North
America, LLC, to provide the Debtors with a Chief Restructuring
Officer and certain additional A&M Personnel to assist the CRO.

The Debtors seek to designate Andrew Hede as the Debtors' CRO, nunc
pro tunc to the Petition Date.

A&M will:

      a. perform a financial review of the Debtors, including, but

         not limited to, a review and assessment of financial
         information that has been, and that will be, provided by
         the Debtors to its creditors, including, without
         limitation, its short and long-term projected cash flows;

      b. assist with the identification and implementation of
         short-term cash management procedures;

      c. assist in the identification of cost reduction and
         operations improvement opportunities;

      d. develop possible restructuring plans or strategic
         alternatives for maximizing the enterprise value of the
         Debtors' business;

      e. serve as the principal contact with the Debtors'
         creditors with respect to the Debtors' financial and
         operational matters; and

      f. perform other services consistent with the role of CRO as

         requested or directed by the Debtors' board of directors.

A&M will be paid these hourly rates:

         Managing Directors          $750-$950
         Directors                   $550-$750
         Analysts/Associates         $350-$550

Andrew Hede, Managing Director with A&M, assures the Court that the
firm is not a creditor of the Debtors (including by reason of
unpaid fees for prepetition services) or an equity security holder
of the Debtors (except certain firm employees may own de minimis
amounts representing not more than 0.01% of the equity interests in
the related entity); and does not have 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.

A&M will be retained to provide the Debtors with the engagement
personnel as necessary, and Mr. Hede will be designated as the
Debtors' CRO pursuant to section 363 of the Bankruptcy Code.
Because A&M is not being employed as a professional under Section
327 of the Code, A&M will not be required to submit fee
applications pursuant to sections 330 and 331 of the Bankruptcy
Code.  Instead, A&M will submit monthly invoices to the Debtors.
In addition, A&M will file with the Court, with copies to the U.S
Trustee and any statutory committee appointed in these Chapter 11
cases a report of staffing on the engagement for the previous
month.  The Staffing Report will include the names and tasks filled
by all engagement personnel involved in this matter.  The notice
parties will have 14 days after the date each Staffing Report is
served on the Notice Parties to object to Staffing Report.  In the
event an objection is properly filed and not consensually resolved
between the Debtors and the objecting party, all staffing and
compensation will be subject to review by the Court.

As set forth in the engagement letter, A&M received $400,000 as a
retainer.  In the 90 days prior to the Petition Date, A&M received
additional payments totaling approximately $2,487,401 in the
aggregate for services performed for the Debtors.  Certain expenses
and fees may have been incurred by A&M prior to the Petition Date,
but not yet applied to the Retainer.  The amounts, if any, would be
less than the aggregate balance of the Retainer as of the Petition
Date.  Moreover, the Debtors are not aware of any asserted or
threatened disputes against A&M or the engagement personnel on
account of their services provided before the Petition Date.  Given
the numerous issues which the engagement personnel may be required
to address in the performance of their services, A&M's commitment
to the variable level of time
and effort necessary to address all issues as they arise, and the
market prices for services in and out-of-court, the Debtors submit
that the fee arrangements set forth in the motion and in the
engagement letter are reasonable.

A&M can be reached at:

         Andrew Hede
         Alvarez & Marsal North America, LLC
         600 Madison Avenue, 8th Floor
         New York, NY 10022
         Tel: (212) 759-4433
         Fax: (212) 759-5532
         E-mail: ahede@alvarezandmarsal.com

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.


DEX MEDIA: Hires Ernst & Young as Auditor & Tax Advisor
-------------------------------------------------------
Dex Media, Inc., et al., seek permission form the U.S. Bankruptcy
Court for the District of Delaware to employ Ernst & Young LLP as
their auditor and tax advisor, effective nunc pro tunc to the
Petition Date.

Objections on the request must be filed by June 6, 2016, at 4:00
p.m. (ET).  A hearing on the request is slated for June 13, 2016,
at 1:00 p.m. (ET).

E&Y will provide these services:

      a. Audit Services

        (1) Audit and report on the consolidated financial
            statements of Dex Media, Inc., for the year ended
            Dec. 31, 2015;

        (2) Review the Company's unaudited interim financial
            information before the Company files its Form 10-Q.

        (3) In connection with EY LLP's audit of the consolidated
            financial statements, it also will report on the
            Company's compliance with the terms, covenants,
            provisions, or conditions of these agreements as of
            Dec. 31, 2015: (i) Article IV, inclusive, of the
            Indenture dated Jan. 29, 2010, as supplemented by the
            First Supplemental Indenture dated April 30, 2013,
            among Dex One Corporation, Dex Media, Inc. and Bank of

            New York Mellon; (ii) Section 6.14 of the Fourth
            Amended and Restated Credit Agreement dated April 30,
            2013, among Dex Media, Inc., R.H. Donnelley Inc. and
            Deutsche Bank Trust Company Americas; (iii) Section
            6.14 of the Amended and Restated Credit Agreement
            dated April 30, 2013, among Dex Media, Inc., Dex Media

            Holdings, Inc., Dex Media East, Inc. and JPMorgan
            Chase Bank, N.A.; (iv) Section 6.14 of the Amended and

            Restated Credit Agreement dated April 30, 2013, and
            First Amendment to Credit Agreement dated March 10,
            2015, among Dex Media, Inc., Dex Media Holdings, Inc.,

            Dex Media West, Inc., and JPMorgan Chase Bank, N.A.;
            (v) the consolidating financial statement information
            of Dex Media, Inc.;

        (4) Perform out of scope audit services and address out of

            scope technical accounting and tax matters relating to

            the financial statement audit and quarterly reviews;
            and
         
        (5) Address technical accounting matters related to the
            Debtors' reorganization, including fresh start
            accounting.

      b. Routine On-Call Tax Advice

        (1) EY LLP may provide routine tax advice and assistance
            concerning issues as requested by the Company when
            such projects are not covered by a separate statement
            of work and do not involve any significant tax
            planning or projects.  The scope of these services may

            be agreed to orally or through written communications
            with the Debtors, like e-mails.

EY LLP will charge the Debtors fees for each of the services:

      a. Audit Services

        (1) EY LLP's fees will be based on the time that EY LLP's
            professionals spend performing like services, as
            adjusted annually on July 1 while such Services are
            being performed.  The current hourly rates, by level
            of professional, are:

            Partner/Executive Director             $882
            Senior Manager                         $736
            Manager                                $653
            Senior                                 $454
            Staff                                  $284

        (2) In addition to the foregoing, EY LLP's fees for out of

            scope technical accounting matters and out of scope
            technical tax matters related to the financial
            statement audit and quarterly reviews will be based on

            the time that EY LLP's professionals spend performing
            like services, as adjusted annually on July 1 while
            the services are being performed.  The current hourly
            rates, by level of professional, are:

            Partner /Executive Director            $882-$975
            Senior Manager                         $736-$890
            Manager                                $653-$733
            Senior                                 $454-$556
            Staff                                  $284-$301

        (3) In addition to the foregoing, EY LLP's fees for
            (i) technical accounting matters, including the
            presentation of liabilities subject to compromise,
            reorganization expenses, and financial statement
            disclosures; (ii) accounting matters regarding fresh
            start accounting and (iii) work that is required by or

            in connection with the Bankruptcy Code and Bankruptcy
            Rules, like connections checking, employment
            application preparation and fee application services,
            will be based on the time that EY LLP's professionals
            spend performing the services, as adjusted annually on

            July 1 while the services are being performed.  The
            current hourly rates, by level of professional, are:

            Partner/Executive Director                $882
            Senior Manager                            $736
            Manager                                   $653
            Senior                                    $454
            Staff                                     $284

      b. Routine On-Call Tax Advice

        (1) EY LLP's fees for Routine On-Call Tax Advice Services
            will be based on the time that EY LLP's professionals
            spend performing them, as adjusted annually each
            July 1 while the services are being performed.  The
            rates, by level of professional, are:

            Partner/Executive Director                $975
            Senior Manager                            $890
            Manager                                   $733
            Senior                                    $556
            Staff                                     $301

The Debtors intend that EY LLP's services will complement, and not
duplicate, the services to be rendered by any other professional
retained by the Debtors in these Chapter 11 cases.  EY LLP will
cooperate with reasonable, clear instructions of the Debtors in
avoiding duplication of services.

Justin Grace, Esq., a partner at E&Y, assures the Court that the
firm (a) does not hold nor represent any interest materially
adverse to the Debtors' estates in the matters for which EY LLP is
proposed to be retained; and (b) is a disinterested person, as the
term is defined in Section 101(14) of the Bankruptcy Code.

EY LLP 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, the Local Rules, the applicable guidelines
established by the Office of the U.S. Trustee.  All compensation
payable to EY LLP pursuant to the engagement letters will be
subject to review pursuant to the standards set forth in Section
328(a) of the Bankruptcy Code; provided, however, that
notwithstanding anything to the contrary in the court order, the
application, the engagement letters, the U.S. Trustee will be
entitled to review applications for payment of estimated fee
compensation by EY LLP under the standards set forth in Sections
330 and 331 of the Bankruptcy Code, and that, in the event the U.S.
Trustee objects to any application for payment of estimated fee
compensation, this Court retains the right to review the
application pursuant to Section 330 of the Bankruptcy Code.  The
U.S. Trustee retains all rights to object to any rate increase on
all grounds, including the reasonableness standard set forth in
Section 330 of the Bankruptcy Code, and this Court retains the
right to review any rate increase pursuant to Section 330 of the
Bankruptcy Code.

E&Y can be reached at:

      Justin Grace, Esq.
      Ernst & Young LLP
      2323 Victory Avenue, Suite 2000
      Dallas, TX 75219
      Tel: (214) 969-8000
      Fax: (214) 969-8587
      Website: ey.com

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.


DEX MEDIA: Hires Kirkland & Ellis as Chapter 11 Counsel
-------------------------------------------------------
Dex Media, Inc., et al., seek permission form the U.S. Bankruptcy
Court for the District of Delaware to employ Kirkland & Ellis LLP
and Kirkland & Ellis International LLP as their attorneys effective
nunc pro tunc to the Petition Date.

Kirkland will provide these services:

      a. advising the Debtors with respect to their powers and
         duties as debtors in possession in the continued
         management and operation of their businesses and
         properties;

      b. advising and consulting on the conduct of these Chapter
         11 cases, including all of the legal and administrative
         requirements of operating in Chapter 11;

      c. attending meetings and negotiating with representatives
         of creditors and other parties in interest;

      d. taking all necessary actions to protect and preserve the
         Debtors' estates, including prosecuting actions on the
         Debtors' behalf, defending any action commenced against
         the Debtors, and representing the Debtors in negotiations

         concerning litigation in which the Debtors are involved,
         including objections to claims filed against the Debtors'
         estates;

      e. preparing pleadings in connection with these Chapter 11
         cases, including motions, applications, answers, orders,
         reports, and papers necessary or otherwise beneficial to
         the administration of the Debtors' estates;

      f. representing the Debtors in connection with obtaining
         authority to continue using cash collateral and
         postpetition financing (if any);

      g. advising the Debtors in connection with any potential
         sale of assets;

      h. appearing before the Court and any appellate courts to
         represent the interests of the Debtors' estates;

      i. advising the Debtors regarding tax matters;

      j. taking any necessary action on behalf of the Debtors to
         negotiate, prepare, and obtain approval of a disclosure
         statement and confirmation of a Chapter 11 plan and all
         documents related thereto; and

      k. performing all other necessary legal services for the
         Debtors in connection with the prosecution of these
         Chapter 11 cases, including: (i) analyzing the Debtors'
         leases and contracts and the assumption and assignment or
         rejection thereof; (ii) analyzing the validity of liens
         against the Debtors; and (iii) advising the Debtors on
         corporate and litigation matters.

Marc Kieselstein, Esq., president of Marc Kieselstein P.C., a
partner of the law firm of Kirkland, assures the Court that (a)
Kirkland is a disinterested person within the meaning of section
101(14) of the Bankruptcy Code, as required by Section 327(a) of
the Bankruptcy Code, and does not hold or represent an interest
adverse to the Debtors' estates and (b) Kirkland has no connection
to the Debtors, their creditors, or other parties in interest,
except as may be disclosed in this Declaration.

Kirkland will be paid at these hourly rates:

         Partners                   $875-$1,445
         Of Counsel                 $480-$1,445
         Associates                 $510-$945
         Paraprofessionals          $180-$400

The Debtors paid $1.10 million to Kirkland as a classic retainer
and the Debtors subsequently made additional classic retainer
payments to Kirkland totaling $13,421,610.24 in the aggregate.  
Moreover, pursuant to the engagement letter, the classic retainers
are property of Kirkland and are not held in a separate account.
Kirkland earned the classic retainers upon receipt, and,
consequently, Kirkland placed the amounts into its general cash
account.  

Kirkland 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 Bankruptcy Rules, and any other applicable
procedures and orders of the Court.  Kirkland 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 the Application and the interim and final
fee applications to be filed by Kirkland in these Chapter 11
cases.

In response to the request for additional information set forth in
Paragraph D.1. of the Revised UST Guidelines, Kirkland disclosed
that:

     -- the firm and the Debtors have not agreed to any variations
from, or alternatives to, Kirkland's standard billing arrangements
for this engagement.  The rate structure provided by Kirkland is
appropriate and is not significantly different from (a) the rates
that Kirkland charges for other nonbankruptcy representations or
(b) the rates of other comparably skilled professionals.

     -- The hourly rates used by Kirkland in representing the
Debtors are consistent with the rates that Kirkland charges other
comparable Chapter 11 clients, regardless of the location of the
Chapter 11 case.

     -- Kirkland's hourly rates from Jan. 1, 2015 to Dec. 31, 2015
for services rendered on behalf of the Debtors are:
  
        Partners               $795-$1,355
        Of Counsel             $480-$1,195
        Associates             $480-$890
        Paraprofessionals      $170-$380

        Kirkland's current hourly rates for services rendered on
behalf of the Debtors as of Jan. 1, 2016, are:

        Partners               $875-$1,445
        Of Counsel             $480-$1,445
        Associates             $510-$945
        Paraprofessionals      $180-$400

        These ranges took effect Jan. 1, 2016.  These ranges have
been finalized and are currently in effect, subject to periodic
adjustments to reflect economic and other conditions.

        Kirkland represented the Debtors during the 12-month period
before the Petition Date, using the hourly rates listed.  During
the 12-month period before the Petition Date, Kirkland provided
certain limited litigation services at a reduced rate, subject to
an insurance policy under which the Debtors' insurer was obligated
to pay the relevant fees and expenses.  These reduced rates were
provided as an accommodation to the insurer.  During this same time
period, however, Kirkland has billed for all other services at its
standard hourly rates.

     -- The Debtors have approved Kirkland's budget and staffing
plan for the period from the Petition Date through 120 days after
the Petition Date.

Kirkland can be reached at:

      Richard W. Porter, P.C.
      Kirkland & Ellis LLP
      300 North LaSalle
      Chicago, IL 60654
      Tel: (312) 862-2334
      Fax: (312) 862-2200
      E-mail: richard.porter@kirkland.com
      Website: www.kirkland.com

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.


DEX MEDIA: Hires Moelis & Co. as Investment Banker, Fin'l Advisor
-----------------------------------------------------------------
Dex Media, Inc., et al., seek permission form the U.S. Bankruptcy
Court for the District of Delaware to employ Moelis & Company LLC
as investment banker and financial advisor.

A hearing on the request is set for June 13, 2016, at 1:00 p.m.
(ET).  An objection to the request must be filed by June 6, 2016,
at 4:00 p.m. (ET).

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, amend and extend transaction, or capital
         transaction (or any combination thereof) and developing a

         strategy to effectuate the sale transaction;

      c. assist the Debtors in negotiating a potential
         restructuring, amend and extend transaction, or capital
         transaction (or any combination);

      d. advise the Debtors as to the timing, structure, and
         pricing of a potential capital transaction;

      e. advise the Debtors on its preparation of information
         memorandum for a potential capital transaction;

      f. assist the Debtors in identifying and contacting
         prospective purchasers in respect of a capital
         transaction, and providing, on behalf of the Debtors,     
    
         the prospective purchasers with the information memo and  
       
         information about the Debtors as may be appropriate and
         acceptable to the Debtors, subject to customary business
         confidentiality;

      g. advise the Debtors as to the strategy and tactics of
         negotiations with the prospective purchasers and
         participate in the negotiations;

      h. if requested by the Debtors, participate in hearings
         before the court having jurisdiction over any bankruptcy
         cases commenced under the Bankruptcy Code to implement a
         restructuring or sale transaction and provide testimony
         on matters mutually agreed to by the Debtors and Moelis,
         subject to the Debtors obtaining a court order approving
         the retention of Moelis to act as financial advisor to
         the Debtors in the bankruptcy cases in substance
         reasonably acceptable to Moelis;

      i. if requested by the Debtors, prepare a going concern
         valuation analysis of the Debtors for submission to the
         Court in a bankruptcy case and for inclusion in any
         disclosure statement used by the Debtors in connection
         with a bankruptcy case and assist the Debtors in the
         Debtors' preparation of a liquidation analysis of the
         Debtors for submission to the Court in a bankruptcy case
         and for inclusion in any disclosure statement used by the
         Company in connection with a bankruptcy case;

      j. assist the Debtors in negotiating amendments to their and

         their subsidiaries' credit agreements with their
         respective lenders;

      k. assist the Debtors, in obtaining the consent (if
         necessary) of its lenders and bondholders for the
         restructuring, amend and extend transaction, or capital
         transaction (or any combination thereof) or sale
         transaction; provided, if Moelis is requested to solicit
         bondholder consents for a restructuring, amend and extend

         transaction, or capital transaction (or any combination),

         or sale transaction to be effected out of court, the
         solicitation will be pursuant to a customary solicitation

         agent agreement to be mutually agreed upon by the Debtors

         and Moelis; and

      l. at the Debtors' request, meet with the Debtors' Board of
         Directors, from time to time, to discuss the proposed
         restructuring, amend and extend transaction, or capital
         transaction (or any combination thereof) or sale
         transaction and its financial implications.

Moelis will be paid these fees:

      a. Monthly Fee: a fee of $200,000 per month, payable for
         each month commencing as of May 1, 2015;

      b. Restructuring Fee: at the closing of a restructuring, a
         fee of $8.50 million;

      c. Amend and Extend Fee: at the closing of an amend and
         extend transaction, a fee of $7,50 million;

      d. Capital Transaction Fee: at the closing of any capital
         transaction, a non-refundable cash fee of: (i) 1% of the
         aggregate gross amount of secured debt obligations raised

         in the capital transaction; and (ii) fees, to be mutually

         agreed upon between Moelis and the Debtors, consistent
         with fees paid to global investment banks for similar
         transactions on the aggregate gross amount of unsecured
         debt and equity raised in the capital transaction.  50%
         of the capital transaction fee will be offset, to the
         extent previously paid (or paid contemporaneously),
         against any Restructuring Fee or amend and extend fee.

      e. Retainer Fee: a retainer fee of $250,000, paid upon
         execution of the sales transaction engagement letter.  
         The retainer will be offset, to the extent previously
         paid, against the sale transaction fee.

      f. Opinion Fee: an opinion fee equal to $2.50 million
         payable promptly upon delivery by Moelis of an opinion to

         the Board of Directors of the Debtors, regardless of the
         conclusion reached in the opinion.  

      g. Sale Transaction Fee: a transaction fee, payable promptly

         at the closing of a Sale Transaction of (i) $11.50
         million if a Sale Transaction is effected through a
         Chapter 11 plan, or (ii) otherwise, $13.50 million.

      h. Termination Fee: a termination fee equal to the lesser of

         $1 million or 25% of any "termination fee," "break-up
         fee," or other similar form of compensation payable to
         the Debtors if, after the execution of an agreement for a

         Sale Transaction, the Sale Transaction fails to close and

         the Debtors receive any such compensation.  The Debtors
         will pay the Termination Fee when the Debtors receive any

         compensation.  

More information on the fees is available for free at:

          http://bankrupt.com/misc/DEXMEDIA_98_moelis.pdf

The Debtors believe that the services provided by Moelis will not
duplicate the services that other professionals will be providing
to the Debtors in these Chapter 11 cases.  Specifically, Moelis
will carry out unique functions and will use reasonable efforts to
coordinate with the Debtors and their professionals retained in
these Chapter 11 cases to avoid the unnecessary duplication of
services.

Moelis intends to apply for compensation for professional services
rendered and reimbursement of expenses incurred in connection with
these Chapter 11 cases, subject to the Court's approval and in
compliance with applicable provisions of the Bankruptcy Code, the
Bankruptcy Rules, the Local Rules, the U.S. Trustee Guidelines, and
any other applicable procedures and orders of the Court, with
certain limited modifications.

The Debtors request that the requirements of Local Rule 2016-2(d)
and the U.S. Trustee Guidelines be tailored to appropriately
reflect 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.  However, Moelis' restructuring personnel will
keep summary time records in hourly increments describing their
daily activities and the identity of persons who performed the
tasks.  Apart from the time recording practices, however, Moelis'
restructuring personnel do not maintain their time records on a
"project category" basis.  The Debtors request modification of the
requirements pursuant to Local Rule 2016-2(h).

Zul Jamal, managing director of Moelis, assures the Court that the
firm 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
      Moelis & Company LLC
      399 Park
      Avenue, 5th Floor
      New York, New York 10022
      Tel: (212) 883-3813
      E-mail: zul.jamal@moelis.com

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.


DEX MEDIA: Hires Young Conaway as Bankruptcy Co-Counsel
-------------------------------------------------------
Dex Media, Inc., et al., seek permission form the U.S. Bankruptcy
Court for the District of Delaware to employ Young Conaway Stargatt
& Taylor, LLP, as bankruptcy co-counsel for the Debtors, nunc pro
tunc to the Petition Date.

Objections must be filed by June 6, 2016, at 4:00 p.m. (ET).  A
hearing on the request is set for June 13, 2016, at 1:00 p.m.
(ET).

Young Conaway will provide these services:

      -- providing legal advice with respect to the Debtors'
         powers and duties as debtors in possession in the
         continued operation of their businesses, management of
         their properties, and the potential sale of their assets;

      -- preparing and pursuing confirmation of a plan and
         approval of a disclosure statement;

      -- preparing, on behalf of the Debtors, necessary
         applications, motions, answers, orders, reports, and
         other legal papers;

      -- appearing in Court and protecting the interests of the
         Debtors before the Court; and

      -- performing all other legal services for the Debtors that
         may be necessary and proper in these proceedings,
         including acting as conflicts counsel if and when
         required and necessary.

Young Conaway will be paid at these hourly rates:

         Pauline K. Morgan                   $795
         Patrick A. Jackson                  $455
         Ashley E. Jacobs                    $335
         Norah M. Roth-Moore                 $290
         Brenda Walters (paralegal)          $255
         Beth Olivere (paralegal) $175

Young Conaway was retained by the Debtors pursuant to the
engagement agreement.  Young Conaway received a retainer in the
amount of $58,021.80 in connection with the planning and
preparation of initial documents and its proposed postpetition
representation of the Debtors.  

On May 10, 2016, Young Conaway received $22,321 for filing fees
related to the filing of these Chapter 11 cases.  In addition, in
the year prior to the Petition Date, the Firm received certain
payments from the Debtors for services performed prior to the
Petition Date, as more fully set forth in Young Conaway's statement
pursuant to Bankruptcy Rule 2016.  A portion of the Retainer will
be applied to any outstanding balances existing as of the Petition
Date.  The
remainder will constitute a general retainer as security for
postpetition services and expenses.

Pauline K. Morgan, Esq., a partner at Young Conaway, assures the
Court that Young Conaway is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code in that Young
Conaway, its partners, counsel, and associates.

Consistent with the U.S. Trustee's Appendix B-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, which became effective on Nov. 1, 2013, Mr.
Morgan says that:

      a. Young Conaway has not agreed to a variation of its
         standard or customary billing arrangements for this
         engagement;

      b. None of the firm's professionals included in this
         engagement have varied their rate based on the geographic

         location of these Chapter 11 cases;

      c. Young Conaway was retained by the Debtors pursuant to an
         engagement agreement dated Sept. 23, 2015.  The billing
         rates and material terms of the prepetition engagement
         are the same as the rates and terms; and

      d. The Debtors have approved or will be approving a
         prospective budget and staffing plan for Young Conaway's
         engagement for the postpetition period as appropriate.  
         In accordance with the U.S. Trustee Guidelines, the
         budget may be amended as necessary to reflect changed or
         unanticipated developments.

Young Conaway can be reached at:

         Pauline K. Morgan
         Young Conaway Stargatt & Taylor, LLP
         Rodney Square
         1000 North King Street
         Wilmington, DE 19801
         Tel: (302) 571-6707
         Fax: (302) 576-3318
         E-mail: pmorgan@ycst.com

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.


DEX MEDIA: Taps Epiq Bankruptcy as Administrative Advisor
---------------------------------------------------------
Dex Media, Inc., et al., seek permission form the U.S. Bankruptcy
Court for the District of Delaware to employ Epiq Bankruptcy
Solutions, LLC, as administrative advisor for the Debtors in
connection with these Chapter 11 cases and for related relief,
effective nunc pro tunc to May 16, 2016.

Objections to the request must be filed by June 6, 2016, at 4:00
p.m. (ET).  A hearing on the request is set for June 13, 2016, at
1:00 p.m. (ET).

Epiq will provide these services:

      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. generating, providing, and assisting with claims
         objections, exhibits, claims reconciliation, and related
         matters;

      d. providing assistance with preparation of the Debtors'
         schedules of assets and liabilities and statements of
         financial affairs;

      e. providing a confidential data room;

      f. managing any distributions pursuant to a confirmed plan
         of reorganization; and

      g. providing other claims processing, noticing,
         solicitation, balloting, and administrative services
         described in the services agreement, but not included in
         the Section 156(c) application, as may be requested from
         time to time by the Debtors.

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 of Epiq, assures the
Court that the firm is a "disinterested person," as that term is
defined in Section 101(14) of the Bankruptcy Code.

Epiq represents, among other things, that:

      a. it 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
         Advisor;

      b. by accepting employment in these cases, Epiq waives any
         right to receive compensation from the U.S. government;

      c. in its capacity as the Administrative Advisor, Epiq will
         not be an agent of the U.S. and will not act on behalf of

         the U.S.; and

      d. Epiq will not employ any past or present employees of the

         Debtors in connection with its work as the Administrative

         Advisor.

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 the
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 can be reached at:

         Pamela Corrie
         Epiq Bankruptcy Solutions, LLC
         777 Third Avenue, Third Floor
         New York, NY 10017
         E-mail: pcorrie@epiqsystems.com

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.


DEX MEDIA: Taps KPMG LLP as Tax Advisors
----------------------------------------
Dex Media, Inc., et al., seek permission form the U.S. Bankruptcy
Court for the District of Delaware to employ KPMG LLP as tax
advisors, nunc pro tunc to the Petition Date, to provide audit
assistance to the Debtors pursuant to those certain engagement
letters, dated April 21, 2009, March 25, 2013, and Feb. 19, 2014,
respectively.

Objections must be filed by June 6, 2016, at 4:00 p.m. (ET).  A
hearing on the request is set for June 13, 2016, at 1:00 p.m.
(ET).

KPMG will provide these services:

      a. Tax Advisory Services

         i. merger-related consulting and analysis;

        ii. bankruptcy-related consulting and analysis;

       iii. tracking of "owner shift" percentages within the
            meaning of Section 382 of the Internal Revenue Code of

            1986, as amended;

        iv. attribute reduction calculations within the meaning of

            Section 108;

         v. cash tax modeling;

        vi. income tax provision assistance; and

       vii. state tax matters.

      b. Audit Assistance

            Professional services provided by audit personnel for  
    
            financial statement impact related to the tax basis
            balance sheet analysis for fiscal years 2010 through
            2012.

KPMG will be paid at these hourly rates:

       Tax Advisory   Discounted     Discounted  Discounted
       Services       Rate –         Rate –      Rate -        
                              
                      Federal Tax    State &     M&A Tax
                                     Local Tax  
       ------------   -----------    ----------  ----------        
     
       Partners           $513          $513        $525
       Senior Managers    $413          $450        $500
       Managers           $338          $325        $388
       Senior Associates  $238          $263        $325
       Associates         $175          $173        $200

       Audit Assistance   Discounted Rate
       ----------------   ---------------
       Partners                $625
       Managers                $575

The Debtors intend that KPMG's services will complement, and not
duplicate, the services to be rendered by any other professional
retained by the Debtors in these Chapter 11 cases.  KPMG will
cooperate with reasonably clear instructions of the Debtors in
avoiding duplication of services.

Howard B. Steinberg, a partner of KPMG, assures the Court that the
firm neither holds nor represents an interest adverse to the
Debtors' estates that would impair KPMG's ability to objectively
perform professional services for the Debtors, in accordance with
Section 327 of the Bankruptcy Code.  KPMG is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b) of the Bankruptcy
Code.

The Debtors understand that it is not the general practice of tax
and audit firms to keep detailed time records similar to those
customarily kept by attorneys retained on behalf of the Chapter 11
debtors.  Accordingly, the Debtors respectfully request that KPMG
not be required to file time records in accordance with Bankruptcy
Rule 2016(a), Local Rule 2016-2, the U.S. Trustee Fee Guidelines,
and any other applicable orders or procedures of the Court.  KPMG
will maintain records (in summary format) of its services rendered
for the Debtors in one-half hour increments, including reasonably
detailed descriptions of those services and the individuals who
provided those services, and will present the records to the Court
in its interim and final fee applications.

KPMG's fee and expense structure is comparable to compensation
generally charged by other firms of similar stature to KPMG for
comparable engagements, both in and out of bankruptcy.  The Debtors
believe that the foregoing compensation arrangements are
reasonable, market-based, and consistent with KPMG's normal and
customary billing practices for comparably-sized complex cases,
both in- and out-of-court, that involve the services to be provided
in these Chapter 11 cases.  In light of the foregoing and given the
numerous issues that KPMG may be required to address in the
performance of its services, KPMG's commitment to the variable
level of time and effort necessary to address the issues as they
arise, and the market prices for KPMG's services for engagements of
this nature, the Debtors believe that the Fee Structure is fair,
reasonable, and market-based under the standard set forth in
Section 328(a) of the Bankruptcy Code.

KPMG can be reached at:

       Howard B. Steinberg
       KPMG LLP
       1350 Avenue of the Americas
       New York, NY 10019

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.


DIFFERENTIAL BRANDS: Joins B. Riley & Co.'s Conference
------------------------------------------------------
Differential Brands Group Inc. participated in B. Riley & Co.'s
17th Annual Investor Conference in Hollywood, California, on May
25, 2016.  The Company's presentation for the conference is
available for free at https://is.gd/BkvljB

                  About Differential Brands

Differential Brands Group Inc., formerly Joe's Jeans Inc., is a
platform that focuses on branded operating companies in the premium
space.  The Company's focus is on organically growing its brands
through a global, omni-channel distribution strategy while
continuing to seek opportunity to acquire accretive, complementary,
premium brands.  The Company's current brands are Hudson, a
designer and marketer of women's and men's premium branded denim
apparel, and Robert Graham, a sophisticated, eclectic style to the
fashion market as an American-based company with an intention of
inspiring a global movement.

Joe's Jeans Inc. has completed the merger combining Hudson Jeans
and Robert Graham.  Additionally, the company has been renamed
Differential Brands Group Inc. and will remain publicly listed on
NASDAQ under the ticker DFBG.

Differential Brands reported a net loss and comprehensive loss of
$32.3 million on $80.2 million of net sales for the year ended Nov.
30, 2015, compared to a net loss and comprehensive loss of $27.7
million on $84.2 million of net sales for the year ended Nov. 30,
2014.

As of March 31, 2016, Differential Brands had $168 million in total
assets, $115 million in total liabilities and $52.7 million in
total equity.


DRAFTDAY FANTASY: Fails to Regain Compliance of NASDAQ Rule
-----------------------------------------------------------
DraftDay Fantasy Sports Inc. received on Nov. 20, 2015, written
notice from the Listing Qualifications Department of The NASDAQ
Stock Market LLC indicating that the Company did not maintain a
minimum closing bid price of $1.00 per share, as required by Nasdaq
Listing Rule 5550(a)(2), for the preceding 30 business days.  In
accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was
provided with a cure period of 180 calendar days, or until May 18,
2016, to regain compliance with the Rule.  The Company did not
timely regain compliance and, on May 19, 2016, received written
notice from the Staff indicating that the Company's non-compliance
with the Rule could serve as an additional basis for delisting of
the Company's securities from Nasdaq.

As previously disclosed, the Company attended a hearing before the
Nasdaq Listing Qualifications Panel, subsequent to which the Panel
granted the Company an extension through Aug. 22, 2016, to evidence
compliance with the $2.5 million stockholders' equity requirement
and all other applicable requirements for continued listing on The
Nasdaq Capital Market.  In connection therewith, the Company
intends to implement a reverse split of its common stock to remedy
the bid price deficiency and has already provided the Panel with
its plan to evidence compliance with the Rule.

                         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.

As of March 31, 2016, DraftDay had $32.4 million in total assets,
$48.6 million in total liabilities, $12.5 million in series C
convertible redeemable preferred stock and a $28.6 million total
stockholders' deficit.


DYCOM INDUSTRIES: S&P Affirms 'BB-' Rating on $485MM Sr. Notes
--------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' issue-level rating on Palm
Beach Gardens, Fla.-based Dycom Industries Inc.'s $485 million
senior unsecured convertible notes due 2021.  The '5' recovery
rating on the notes remains unchanged, indicating S&P's expectation
for modest (10%-30%; lower half of the range) recovery in the event
of a default.

All of S&P's other ratings on Dycom remain unchanged.

Dycom has upsized its existing term loan due 2020 (not rated) by
$200 million to $350 million.  The company used the proceeds from
this increase to pay down the existing borrowings under its
$450 million revolver due 2020 (not rated).  S&P believes that the
recovery prospects for the senior unsecured convertible noteholders
have decreased following the upsizing of the term loan, which--in
S&P's view--would have priority over the notes in a default.
However, the recovery rating remains '5'.

RECOVERY ANALYSIS

Key analytical factors:

   -- Given Dycom's position as a specialty engineering and
      construction contractor competing in the cyclical
      telecommunications end market, S&P's distressed scenario
      envisions a period of delays and outright cancelations of
      cable- and telecom-related capital spending programs with
      Dycom's key customers reducing their capital expenditure
      budgets in line with the broader industry.

   -- S&P's analysis further assumes that the revolver is 85%
      drawn at default; the margin on the revolver and term loan
      increases by 125 basis points (bps), reflecting higher
      borrowing costs from credit deterioration simulated in S&P's

      scenario; and Dycom's EBITDA declines by approximately 60%
      from S&P's expected fiscal-year 2016 levels at default.

   -- S&P has valued the company on a going concern basis using a
      5x multiple of its projected emergence EBITDA.

Simulated default and valuation assumptions:

   -- Simulated year of default: 2021
   -- EBITDA at emergence: $140 million
   -- EBITDA multiple: 5x

Simplified waterfall:

   -- Net enterprise value (after 5% admin. costs): $665 million
   -- Senior secured claims: $606 million
   -- Total value available to subordinated debt: $59 million
   -- Senior subordinated claims: $490 million
      -- Recovery expectations: 10%-30% (lower half of the range)
Note: All debt amounts include six months of prepetition interest.

RATINGS LIST

Dycom Industries Inc.
Corporate Credit Rating                BB/Stable/--

Ratings Affirmed; Recovery Band Revised
                                        To                 From
Dycom Industries Inc.
Senior Unsecured                       BB-                BB-
  Recovery Rating                       5L                 5H


EMERALD OIL: Snags $73-Mil. Bid Before July Auction
---------------------------------------------------
Lillian Rizzo, writing for Daily Bankruptcy Review, reported that
Emerald Oil Inc. snagged a $73 million bid from affiliates of
institutional investor Crestline Management LP and private-equity
firm Sole Source Capital LLC, setting the floor ahead of a July
auction.

According to the report, court papers show the company is asking
Judge Kevin Gross of the U.S. Bankruptcy Court in Wilmington, Del.,
to sign off on the stalking horse, or lead, bidder so it can move
forward with its sale timeline.

If that timeline is approved, other bids for Emerald would be due
by July 6, the report related.  If needed, an auction would be held
July 11, the report said.  A hearing to approve the sale would take
place on July 14, the report further related.

Emerald said in court papers that the sale of all of its oil and
gas assets, including leases and mineral contracts mainly in North
Dakota, will reap the best recovery for the company's creditors,
the report added.

                       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 TRANSFER: S&P Puts 'BB' CCR on CreditWatch Negative
----------------------------------------------------------
S&P Global Ratings placed its 'BB' corporate credit rating and
other ratings on U.S. midstream energy master limited partnership
(MLP) Energy Transfer Equity L.P. (ETE) on CreditWatch with
negative implications.  The '4' recovery rating on the senior
secured debt is unchanged and indicates expectations of average
recovery (30%-50%; higher end of the range) if a default occurs.

"The rating action reflects our expectation that ETE's stand-alone
financial leverage pro forma for its merger with The Williams Cos.
Inc. will be considerably weaker than our previous expectations,"
said S&P Global Ratings credit analyst Michael Grande.  S&P revised
its assessment of ETE's pro forma stand-alone debt leverage to
negative from neutral based on S&P's expectation that ETE's debt to
EBITDA (defined as distributions from its subsidiaries minus
general and administrative expenses) will be almost 7x annualized
(8x on a trailing 12-month basis) in 2016 from S&P's previous
expectations of between 3.5x to 4x in 2016. The deal faces both
industry and legal headwinds, with weaker commodity prices and
lower expected commercial synergies that have decreased from about
$2 billion to $126 million as key drivers of the revised credit
measures.  S&P's projections still assume ETE funds up to $6
billion of the transaction's cash consideration almost entirely
with debt plus some excess cash flow.  S&P's forecast also assumes
that distributions to ETE are lower, mainly due to incentive
distribution right (IDR) subsidies that benefit the underlying
MLPs' distribution coverage ratios and credit profiles.  That said,
S&P expects ETE uses a significant portion excess cash flow after
distributions to repay debt in 2017 and 2018, leading to debt to
EBITDA of about 5.9x and 3.8x, respectively.

S&P expects to resolve the CreditWatch listing upon close of the
merger with Williams, at which time S&P expects to lower its rating
on ETE by two notches to 'B+'.


FANNIE MAE: William Forrester Resigns as Director
-------------------------------------------------
William Thomas Forrester notified Fannie Mae (formally, Federal
National Mortgage Association) of his resignation from the Board of
Directors of the Company, effective as of May 31, 2016, as
disclosed in a regulatory filing with the Securities and Exchange
Commission.

                        About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9 percent of its
common stock, and Treasury has made a commitment under a senior
preferred stock purchase agreement to provide Fannie with funds
under specified conditions to maintain a positive net worth.

Fannie Mae reported net income of $10.95 billion on $109 billion of
total interest income for the year ended Dec. 31, 2015, compared
with net income of $14.2 billion on $114 billion of total interest
income for the year ended Dec. 31, 2014.

As of March 31, 2016, Fannie Mae had $3.22 trillion in total
assets, $3.21 trillion in total liabilities and $2.11 billion in
total equity.

                        About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in        

1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.


FLOUR CITY BAGELS: Wants 90-Day Extension of Plan Filing Period
---------------------------------------------------------------
Flour City Bagels, LLC, asks the U.S. Bankruptcy Court for the
Western District of New York to extend the Debtor's periods during
which the Debtor has the exclusive right to file a Chapter 11 plan
and to solicit acceptance of that plan by 90 days from June 30,
2016, and Aug. 29, 2016, respectively.

A hearing on the request is set for June 9, 2016, at 9:00 a.m.
(prevailing Eastern time).

The period during which the Debtor has the exclusive right to file
a plan of reorganization, and the period during which the Debtor
has the exclusive right to obtain acceptance of a plan, are
scheduled to expire on June 30 and Aug. 29, respectively.

Thus, the Debtor submits that the Exclusivity Periods should be
enlarged (i) to allow the Debtor to focus its time and resources on
the sale process and (ii), if a sale of the Debtor's assets is not
consummated, to provide sufficient time for the Debtor to evaluate
the content for, to negotiate with creditors regarding, and
otherwise to formulate an alternative Chapter 11 plan.

Since the Petition Date, the Debtor and its professionals have been
preparing to market and sell the Debtor's assets as a going
concern.  Toward that end, on May 20, 2016, the Court entered an
Order approving certain bidding procedures with respect to a sale
of the Debtor's assets to the highest or best bidder.  Assuming the
sale process proceeds as the Debtor intends, the Debtor will hold
an Auction for its assets on June 8, 2016, and the Court will
conduct a hearing on the sale to the successful bidder at the
Auction on June 30, 2016.

The Debtor says that this case is relatively large and complex for
this district and for purposes of section 1121(d).  The Debtor has
32 stores and numerous related non-residential real estate leases,
a correspondingly large number of landlords, hundreds of employees,
unresolved issues with its franchisor, annual gross revenues of
approximately $23 million, at least 163 unsecured creditors,
(including holders of Section 503(b)(9) administrative-priority
claims), secured debt of approximately $11.50 million, tax
obligations to the State of New York totaling almost $1 million,
and general unsecured debt of approximately $2.50 million.  Given
this number and variety of constituencies (each with its own
particular concerns and desired outcomes), if a sale of the
Debtor's assets does not close, the Debtor will require
additional time during which to negotiate with and develop
treatment for these creditors' claims.

The Debtor also is filing a motion to extend the period within
which to assume, assume and assign, or reject the Debtor's
unexpired leases of non-residential real property -- also to permit
additional time to complete a sale or, if need be, to negotiate
with the landlords regarding their treatment in a Chapter 11 plan.

                     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.


FRED FULLER: Committee Seeks to Sue Owner, Executives
-----------------------------------------------------
The Official Committee of Unsecured Creditors in Fred Fuller Oil &
Propane Co., Inc.'s bankruptcy case asks the U.S. Bankruptcy Court
for the District of New Hampshire to grant it standing to file and
prosecute complaints, claims objections, and other motions
against:

   (1) Frederick J. Fuller, the sole equity interest holder and
director and the President of the Debtor;

   (2) Robert Scott Beltran;

   (3) Becky Beltran;

   (4) Alison Carter;

   (5) Laurie Reed;

   (6) William Fuller and Rebecca Fuller;

   (7) Sharen J. Fuller, the former spouse of Frederick Fuller;
and

   (8) Dawn Coppola, with whom Frederick J. Fuller has a close,
personal relationship.

In the event the Court does not grant the Official Committee
standing to prosecute complaints, claims objections, and other
motions against the Potential Defendants, the Official Committee
requests that the Court confirms the authority of the Debtor's
Chief Restructuring Officer Jeffrey T. Varsalone to authorize, file
or prosecute complaints, claims objections and other motions
against the Potential Defendants.

"The Causes of Action held by the Debtor and the estate have value
and must be filed and prosecuted for the benefit of the estate.
Among other things, the collection of the Causes of Action will
fund the payment of dividends to innocent creditors that provided
the Debtor with goods and services," the Official Committee
contends.

The Committee's motion is scheduled for hearing on June 21, 2016,
at 9:00 a.m.

The Official Committee of Unsecured Creditors is represented by:

          Daren R. Brinkman, Esq.
          BRINKMAN PORTILLO RONK, APC
          Ptarmigan at Cherry Creek
          3773 Cherry Creek North Drive, Suite 575
          Denver, CO 80209
          Telephone: (720)360-0822
          Facsimile: (800)381-2192
          E-mail: dbrinkman@brinkmanlaw.com

                     Fred Fuller Oil & Propane

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

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

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

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

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

                                           *     *     *

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


FRESH & EASY: Wants Exclusive Plan Filing Extended to June 28
-------------------------------------------------------------
Fresh Easy, LLC, asks the U.S. Bankruptcy Court for the District of
Delaware to extend (i) the exclusive plan filing period by 30 days,
through and including June 28, 2016, and (ii) the exclusive
solicitation period by 30 days, through and including July 27,
2016; and (b) permitting the Debtor to extend the exclusive periods
for three additional 30-day periods (for a total extension of 120
days) upon the submission, and entry, of a stipulated order between
the Debtor and the Official Committee of Unsecured Creditors
extending the Exclusive Periods.

A hearing on the request is set for June 30, 2016, at 11:00 a.m.
(ET).  Objections to the request must be filed by June 10, 2016, at
4:00 p.m. (ET).

The Debtor has been operating under the protection of Chapter 11
for approximately six months, and during this short period of time
has made significant and material progress in administering the
Chapter 11 case.  The extension requested will provide the Debtor
and its advisors the opportunity to fully negotiate, confirm and
implement the terms of a Chapter 11 plan for the distribution of
assets to creditors.

As reported in its initial request for an extension of the
Exclusive Period, in the first ninety days of the Chapter 11 case,
the Debtor and its advisors worked diligently to administer this
case as efficiently as possible to minimize administrative expenses
and maximize the recovery available to all of the Debtor's
stakeholders.

The Debtor, among other things, (i) completed going-out-of-business
sales at its retail locations; (ii) engaged real estate consultants
to market and pursue the disposition of various leasehold
interests; (iii) initiated a sales process through which it assumed
and assigned certain leases and terminated additional leases with
landlord consent, resulting in the successful disposition (through
lease assignment, lease termination agreement, or rejection) of
more than 100 of its leased locations, resulting in over $11
million of proceeds received to date; (iv)
engaged an auctioneer and conducted an auction of certain assets at
the Debtor's distribution center, resulting in over $5 million in
proceeds; (v) established procedures for, and conducted and
consummated, various miscellaneous asset sales; (vi) prepared and
filed the Debtor's Schedules of Assets and Liabilities and
Statements of Financial Affairs; (vii) prepared and filed the
Debtor's monthly operating reports; (viii) established bar dates,
including a General Bar Date, Governmental Bar Date, Administrative
Claims Bar Date, Amended Schedules Bar Date and Rejection Bar Date,
for creditors to file proofs of claim; (ix) established exclusive
procedures governing the assertion, resolution and satisfaction of
prepetition claims arising under the Perishable Agricultural
Commodities Act, the Packers and Stockyards Act of 1921, and
Section 503(b)(9) of the Bankruptcy Code; (x) evaluated and
resolved requests for additional
adequate assurance of future payment from certain utility
providers; (xi) evaluated and rejected certain of the Debtor's
executory contracts; (xii) retained Debtor's professionals; (xiii)
established procedures for the retention of ordinary course
professionals; (xiv) addressed, and resolved in a timely manner,
challenges related to the Debtor's business and the Chapter 11
efforts; and (xv) responded to creditor inquiries.

Since the entry of the first exclusivity extension order, the
Debtor has continued to diligently prosecute the Chapter 11 case,
by among other things: (i) reviewing and reconciling claims filed
against the Debtor's estate asserting prepetition claims arising
under the Perishable Agricultural Commodities Act and the Packers
and Stockyards Act of 1921; (ii) reviewing and reconciling claims
filed against the Debtor's estate asserting administrative priority
pursuant to section 503(b)(9) of the Bankruptcy Code; (iii) selling
certain equipment and other miscellaneous assets; (iv) selling
liquor licenses, including negotiating purchase
agreements; (v) working with various lease counterparties to
resolve cure objections; (vi) resolving motions filed against the
estate related to the extension of certain bar dates; (vii) filing
amended Schedules of Assets and Liabilities and Statements of
Financial Affairs; (viii) defending adversary proceedings, (ix)
negotiating and obtaining approval of a post-petition Services
Agreement with Tesco Stores Limited, (x) exiting the corporate
headquarters for a smaller, less costly space; and (xi) addressing
various other issues and tasks related to the administration of the
Chapter 11 case.

In addition, the Debtor has worked diligently to inform and involve
the Committee in this Chapter 11 case and, most importantly, has
arranged for and participated in non-binding mediation with the
Committee and YFE.  In particular, the Debtor, the Committee, and
YFE, represented by both principals and professionals, participated
in a daylong mediation with the Court-appointed mediator, Kenneth
Klee, Esq., on May 19, 2016.  No settlement was reached.  The
Debtor is working with the mediator, the Committee, YFE and the
insurers to arrange a follow-up mediation session in June, although
the parties have not agreed yet to a continued mediation.  The
Debtor intends to continue to consult and work cooperatively with
the Committee on all major issues, including developing a plan.

                        About Fresh & Easy

Fresh & Easy, LLC, a chain of grocery stores in the Southwest
United States, filed a Chapter 11 bankruptcy petition (Bankr. D.
Del., Case No. 15-12220) on Oct. 30, 2015.  The petition was
signed by Peter McPhee, the chief financial officer.  The Debtor
estimated assets of $10 million to $50 million and liabilities of
at least $100 million.

Judge Christopher S. Sontchi is assigned to the case.

The Debtor has engaged Cole Schotz P.C. as counsel, Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent, DJM Realty
Services, LLC, and CBRE Group, Inc., as real estate consultants and
FTI Consulting, Inc., as restructuring advisors.

                           *     *     *

The Debtor has undertaken the process of liquidating the estate's
assets located at its retail locations and distribution center
with the assistance of Hilco Merchant Resources, LLC, and
Industrial Assets Corp., respectively, has engaged DJM Realty
Services, LLC, and CBRE, Inc., to market its leasehold interests,
and has recently engaged Hilco Streambank to assist with the
disposition of its intellectual property.

As part of the claims process, a bar date of Feb. 19,
2016, was established by the Court for creditor claims.


GERMAN PELLETS: Seeks to Obtain $3.4MM DIP Financing from UMB
-------------------------------------------------------------
German Pellets Texas, LLC, and Texas Pellets, Inc., seek authority
from the U.S. Bankruptcy Court to obtain debtor in possession
financing from UMB Bank, National Association, as Bond Trustee, in
an interim amount not to exceed $3,434,000.

The Debtors also seek authority from the Court to use cash
collateral to cover their necessary operating expenses and ensure
continued normal business operations of their wood pellet mill
facility, to preserve and enhance the value of the Debtors'
assets.

The principal terms for the proposed DIP Facility and use of Cash
Collateral, inter alia, are:

   1. Lender: UMB Bank, National Association, as successor trustee
with respect to the Sanger Texas Industrial Development Corporation
Industrial Development Revenue Bonds (Texas Pellets Project),
Series 2012B and 2012C issued under that certain Indenture of
Trust, dated as of August 1, 2012.

   2. Use of Proceeds: DIP Loan proceeds shall be used on an
interim basis exclusively for (a) the necessary operation and
maintenance costs associated with the Project in the amounts and
categories and time set forth in the Budget, and (b) other costs
and expenses of administration of the Chapter 11 Case.

   3. Use of Cash Collateral: The Debtors' use of Cash Collateral
is solely for: (a) the necessary operation and maintenance costs
associated with the Project in the amounts and categories and time
set forth in the Budget, (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. Use of Cash Collateral other
than as set forth in this Interim Order, including in accordance
with the Budget, shall be strictly prohibited.

   4. Interest and Fees: The DIP Loans under the Interim Order
shall not accrue under the Interim Order. Under the Final Order,
however, the DIP Loans will accrue interest at a rate equal to
[TBD]% per annum based upon the principal amount of necessary bonds
issued to fund the DIP Loans, in the aggregate, under the Final
Order. Upon the occurrence of an Event of Default, the DIP Loans
shall accrue interest at a default rate of interest equal to 2%
over the Applicable Rate and such interest will be payable on
demand.

   5. Maturity Date: The earliest to occur of the following: (a)
the occurrence of an Event of Default, and (b) May 31, 2016.

   6. Security and Priority to Bond Trustee for DIP Loans:
Postpetition Liens, excluding Avoidance Actions, and a
Superpriority Claim are granted to the Bond Trustee, subject only
to the Carve-Out.

   7. Adequate Protection to Bond Trustee for Prepetition Liens and
Bond Claim: 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 only to Carve-Out). In addition, the
Bond Trustee, for the benefit of holders of the Bonds, shall be
entitled to interest payments at the non-default contract rate.

   8. Carve Out: (a) $100,000 for the sole benefit of the estate
professionals and (b) the payment of bankruptcy fees pursuant to
Section 1930.

        Milestones

The DIP Financing agreement imposes these milestones:

   (a) On or before May 8, 2016, the Debtors shall file a motion
with the Bankruptcy Court seeking the retention of an independent
Chief Restructuring Officer acceptable to the Bond Trustee, upon
such terms and conditions of retention acceptable to Debtors and
the Bond Trustee.

   (b) The Bankruptcy Court shall have entered an order no later
than May 15, 2016, in form and substance satisfactory to the Bond
Trustee authorizing the Debtors' retention of the CRO.

   (c) On or before July 11, 2016, the Debtors shall file a motion
with the Bankruptcy Court seeking the retention of an investment
banker acceptable to the Bond Trustee, upon such terms and
conditions of retention acceptable to the Debtors and Bond Trustee
to solicit offers relating to the affiliation or acquisition of the
Project through a section 363 sale or as a plan sponsor under a
plan of reorganization. The Bankruptcy Court shall have entered an
order no later than August 1, 2016, in form and substance
satisfactory to the Bond Trustee approving the IB Motion.

   (d) On or before fourteen days after approval of the IB Motion,
the Debtors and the Bond Trustee shall have agreed to a marketing
and sale process with specific further milestone dates acceptable
to the Bond Trustee.

A full-text copy of the DIP Financing Motion dated May 03, 2016 is
available at https://is.gd/eTGoF2

An attorney's checklist has been provided to respond to the Court's
inquiry concerning material terms of the motions and orders
pertaining to use of cash collateral and post-petition financing.

Proposed Counsel for Debtors and Debtors in Possession:

       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
       Email: 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
       Email: dboldissar@lockelord.com
              bknapp@lockelord.com


GIYANI GOLD: Files Financial Statements & MD&A to Remedy Default
----------------------------------------------------------------
Giyani Gold Corp. (WDG) was in technical default as a non-venture
filer of the provisions of NI 51-102 requiring the Company to file
its Three Months Ended March 31, 2016 Financial Statements and MD&A
by May 16, 2016 being 45 days after end of the year resulting from
its listing on the Johannesburg Stock Exchange ("JSE").  The
Company remedied this default by filing its Financial Statements
and MD&A on
May 27, 2016.

Giyani Gold Corp. is a publicly traded company listed on the TSX
Venture Exchange (TSXV: WDG) focused on conducting a strategic
acquisition.


GOGO INC: S&P Withdraws 'B-' Rating on Proposed Sr. Sec. Notes
--------------------------------------------------------------
S&P Global Ratings withdrew its 'B-' issue-level rating and '3'
recovery rating on Chicago-based Gogo Inc.'s proposed senior
secured notes in response to the company's announcement that it
intends not to proceed with the notes offering due to a proposal
from an existing customer to provide connectivity service on a
portion of its domestic fleet through ATG, ATG-4, and 2Ku
technologies.  While S&P views the proposal as a positive for the
company, the 'B-' corporate credit rating and negative outlook
remain unchanged.  However, S&P will continue to monitor the
situation for any potential impact to the rating as information
becomes available.

RATINGS LIST

Gogo Inc.
Corporate Credit Rating       B-/Negative/--

Rating Withdrawn

Gogo Inc.
                               To              From
Senior Secured                NR              B-
  Recovery Rating              NR              3H


GREENBRIER COS: S&P Revises Outlook to Pos. & Affirms 'BB-' CCR
---------------------------------------------------------------
S&P Global Ratings said it revised its rating outlook on Lake
Oswego, Ore.-based The Greenbrier Cos. Inc. to positive from stable
and affirmed its 'BB-' corporate credit rating on the company.

"The company is operating with little adjusted net manufacturing
debt, which provides cushion should industry prospects weaken over
the next year or two, as we expect," said S&P Global Ratings credit
analyst Dan Picciotta.  "We will monitor the company's ability to
manage through an industry decline and build its track record of a
conservative approach to net debt levels."

S&P could raise the rating over the next 12 months if Greenbrier
demonstrates a conservative financial policy and limits
deterioration in manufacturing profitability as the railcar market
declines from peak levels.  For an upgrade, S&P would expect
Greenbrier to retain net adjusted manufacturing debt to EBITDA
comfortably below 2x and double-digit manufacturing segment
operating margin (19% in fiscal 2015).  If conditions worsen to
well below 40,000 industry deliveries, S&P would expect
manufacturing net adjusted manufacturing debt to EBITDA of less
than 3x to support an upgrade and for manufacturing segment
operating margin to be maintained at more than 5%.

S&P could revise the outlook to stable over the next 12 months if
Greenbrier's financial policy becomes more aggressive or the
company experiences meaningful deterioration in profitability.  If
S&P believes the cushion to absorb an industry downturn is
compromised, we would revise the outlook to stable.  If S&P was not
confident that Greenbrier will operate with less than 1.5x
manufacturing debt to EBITDA in normal industry conditions or if
S&P believed this metric would deteriorate beyond 3x for any
sustained period in a downturn, S&P would revise the outlook to
stable.


GREENHUNTER RESOURCES: Crady Jewett Represents Multiple Creditors
-----------------------------------------------------------------
Crady, Jewett & McCulley, LLP, files with the U.S. Bankruptcy Court
for the Northern District of Texas its Verified Statement Pursuant
to Rule 2019 of the Federal Rules of Bankruptcy Procedure, stating
that the firm represents these entities and individuals in the
Chapter 11 bankruptcy cases of GreenHunter Resources, Inc., et
al.:

       a. Baker Hughes Oilfield Operations, Inc.
          P.O. Box 4740
          Houston, Texas 77210-4740

       b. Baker Petrolite LLC
          P.O. Box 4740
          Houston, Texas 77210-4740

Each of these entities holds a claim against one or more of the
Debtors for services and materials furnished to Debtors.

Crady Jewett says it does not own a claim or interest in any of the
Debtors or the estates. None of the aforementioned claims have been
assigned subsequent to the commencement of this case, and none have
been solicited for purchase by Crady Jewett.  At this
time, Crady Jewett has no engagement letter with any of these
entities.

Crady Jewett does not believe that its representation of the
interest of the entities listed above will create a conflict
between, or be adverse to the interests of, any of these parties.
Crady Jewett says it is not representing a committee.

Pursuant to Bankruptcy Rule 2019(d), Crady Jewett will supplement
this statement upon the material change of any fact.

Crady Jewett can be reached at:

      CRADY, JEWETT & McCULLEY, LLP
      William R. Sudela, Esq.
      J. Daniel Long, Esq.
      2727 Allen Parkway, Suite 1700
      Houston, Texas 77019-2125
      Phone: (713) 739-7007
      Fax: (713) 739-8403
      E-mail: wsudela@cjmlaw.com
              dlong@cjmlaw.com

                    About Greenhunter Resources

GreenHunter Resources, Inc. and 12 of its affiliates, providers of
water management services, each filed a Chapter 11 petition (Bankr.
N.D. Tex. Proposed Lead Case No. 16-40956) on March 1, 2016.  Kirk
J. Trosclair signed the petition as executive vice president and
chief operating officer.  The Debtors listed total assets of $36.29
million and total debts of $29.05 million.  The Debtors have about
$6 million in unsecured debt.

Singer & Levick, P.C., serves as the Debtors' counsel.  Russell F.
Nelms has been assigned the case.


GRIZZLY CATTLE: Judge Grants Bid to Appoint Chapter 11 Trustee
--------------------------------------------------------------
A U.S. bankruptcy judge authorized the appointment of a Chapter 11
trustee for Grizzly Cattle, LLC.

Judge Joseph Rosania, Jr., of the U.S. Bankruptcy Court in Colorado
granted the requests of the U.S. trustee and Kloiber Real Estate
Holdings LLC to appoint a bankruptcy trustee at a hearing on May
25.

Judge Rosania authorized the appointment despite an objection from
Grizzly Cattle, which the bankruptcy judge overruled, according to
court filings.

At the court hearing, Judge Rosania denied a bid by Grizzly Cattle
to appoint an examiner.

                      About Grizzly Cattle

Grizzly Cattle, LLC, based in Johnstown, Colo., sought Chapter 11
protections (Bankr. D. Colo. Case No. 16-12675) on Mar. 24, 2016,
and is represented by Robert Padjen, Esq., at Laufer and Padjan
LLC. At the time of the filing, the Debtor estimated assets and
debts of less than $10 million.  The Debtor's chapter 11 petition
was signed by Kirk A. Shiner, managing member.


HANOVER PARMENTER: Seeks to Hire Cruickshank as Legal Counsel
-------------------------------------------------------------
Hanover Parmenter Union, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Massachusetts to hire Gary
Cruickshank of the Law Office of Gary W. Cruickshank as its
attorney.

The Debtor proposed to hire an attorney to assist in the
formulation and presentation of its plan of reorganization, give
advice about its duties as a debtor-in-possession, and provide
other legal services.

Mr. Cruickshank received $5,000, of which $3,000 was used to pay
the Chapter 11 filing fee and the services he provided prior to the
Debtor's bankruptcy.  The remaining amount will serve as security
retainer for services to be provided during the course of the case.


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

Mr. Cruickshank can be reached through:

     Gary W. Cruickshank, Esq.
     21 Custom House Street, Suite 920
     Boston, MA 02110
     Tel: (617)330-1960
     E-mail: gwc@cruickshank-law.com

                     About Hanover Parmenter

Hanover Parmenter Union, LLC sought protection under Chapter 11 of
the Bankruptcy Code in the District of Massachusetts (Boston) (Case
No. 16-11784) on May 11, 2016.

The petition was signed by Alyson Toombs, manager of Silvermine
Development Partners LLC. The case is assigned to Judge Melvin S.
Hoffman.

The Debtor estimated assets of $1 million to $10 million and debts
of $10 million to $50 million.


HCSB FINANCIAL: Amends 23.4 Million Prospectus with SEC
-------------------------------------------------------
HCSB Financial Corporation filed with the Securities and Exchange
Commission a pre-effective amendment to its Form S-1 registration
statement relating to the offering of up to 23,384,301 shares of
its common stock, par value $0.01 per share, at a price of $0.10
per share.  The Company is conducting the offering in connection
with the recent completion of a private placement transaction
pursuant to which it issued 359,468,443 shares of its common stock
at $0.10 per share and 905,315.57 shares of a new series of
convertible perpetual non-voting preferred stock, Series A, par
value $0.01 per share, at $10.00 per share for cash proceeds of $45
million.

"We are now conducting this offering primarily to provide our
legacy shareholders, employees and others in our community with an
opportunity to invest in the Company at the same offering price of
$0.10 per share that we offered to the investors in the private
placement, although we reserve the right to permit other persons to
invest, including the investors from the private placement."

A minimum investment of $10,000 is required to purchase shares in
the offering, which requirement the Company may waive in its sole
discretion.

The Company will not use an underwriter or selling agent for this
offering.  Shares of common stock offered in the offering will be
sold directly by the Company through the efforts of its executive
officers and directors without compensation.

The offering will expire upon the earlier of the sale of all
23,384,301 shares of common stock or at 5:00 p.m., Eastern Standard
time, on June 30, 2016, unless extended for up to an additional 30
days by the Company's board of directors, in their sole discretion.
The Company does not intend to extend the expiration date beyond
July 30, 2016.  The offering will be made directly by the Company.

The Company's common stock is quoted on the OTC Pink marketplace
under the symbol "HCFB".  On May 24, 2016, the closing price of the
Company's common stock as reported by the OTC Pink marketplace was
$0.25 per share.

A copy of the regulatory filing is available for free at:

                      https://is.gd/W6cPLK

                      About HCSB Financial

Loris, South Carolina-based HCSB Financial Corporation was
incorporated on June 10, 1999, to become a holding company for
Horry County State Bank.  The Bank is a state chartered bank which
commenced operations on Jan. 4, 1988.  From its 13 branch
locations, the Bank offers a full range of deposit services,
including checking accounts, savings accounts, certificates of
deposit, money market accounts, and IRAs, as well as a broad range
of non-deposit investment services.  During the third quarter of
2011, the Bank closed its Covenant Towers branch located at Myrtle
Beach.  All deposits were transferred to the Bank's Myrtle Beach
branch and the Bank does not expect any disruption of service in
that market for its customers.

HCSB Financial reported a net loss available to common shareholders
of $1.75 million on $13.7 million of total interest income for the
year ended Dec. 31, 2015, compared to a net loss available to
common shareholders of $1.40 million on $16.09 million of total
interest income for the year ended Dec. 31, 2014.

As of March 31, 2016, HCSB Financial had $363 million in total
assets, $378 million in total liabilities and a total shareholders'
deficit of $14.6 million.

Elliott Davis Decosimo, LLC, in Columbia, South Carolina, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has suffered recurring losses that have eroded regulatory
capital ratios and the Company's wholly owned subsidiary, Horry
County State Bank, is under a regulatory Consent Order with the
Federal Deposit Insurance Corporation (FDIC) that requires, among
other provisions, capital ratios to be maintained at certain
levels.  As of December 31, 2015, the Company's subsidiary is
considered significantly undercapitalized based on its regulatory
capital levels.  These considerations raise substantial doubt about
the Company's ability to continue as a going concern.  The Company
also has deferred interest payments on its junior subordinated
debentures for 20 consecutive quarters as of December 31, 2015.
Under the terms of the debentures, the Company may defer payments
for up to 20 consecutive quarters without creating a default.
Payment for the 20th quarterly interest deferral period was due in
March 2016.  The Company failed to pay the deferred and compounded
interest at the end of the deferral period, and the trustees of the
corresponding trusts, have the right, after any applicable grace
period, to exercise various remedies, including demanding immediate
payment in full of the entire outstanding principal amount of the
debentures.  The balance of the debentures and accrued interest as
of December 31, 2015 were $6,186,000 and $901,000, respectively.
These events also raise substantial doubt about the Company's
ability to continue as a going concern as of December 31, 2015.


HERC RENTALS: Moody's Assigns B1 CFR, Outlook Stable
----------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating and
a B1-PD Probability of Default Rating ("PDR") to Herc Rentals Inc.,
(a/k/a Hertz Equipment Rental Corporation, or HERC) the new public
company that is being separated from The Hertz Corporation through
a spin-off.  Moody's rated HERC's new $1.75 billion ABL Ba2 and
assigned a B3 to the $1.1 billion Senior Secured Second Priority
Notes issued by Herc Spinoff Escrow Issuer, LLC jointly with Herc
Spinoff Escrow Issuer, Corp.  Hertz Equipment Rental Corporation
(HERC) is to merge with each of the Escrow Issuers, with HERC
continuing as the surviving entity, and will assume the Escrow
Issuers' obligations as issuer of the Notes.  Approximately $1.9
billion from the proceeds are expected to be transferred to The
Hertz Corporation in connection with the spin-off and related
transactions.  Moody's also assigned a SGL-3 to reflect HERC's
adequate near term liquidity profile.  The rating outlook is
stable.

Moody's has assigned these ratings:

  Corporate Family Rating, B1;

  Probability of Default Rating, B1-PD;

  Senior Secured First Lien Revolving Credit Facility, Ba2 (LGD2);

  Senior Secured Second Priority Notes, B3 (LGD5);

  Speculative Grade Liquidity Rating, SGL-3;

  Stable Outlook

                        RATINGS RATIONALE

The rating assignment reflects the company's expected Debt to
EBITDA at 3.6x for 2016, strong market position as one of the top
four equipment rental companies in the U.S.  The company' decision
to reduce its capital expenditures to reflect market weakness is
considered a significant credit positive as it should support free
cash flow, improves equipment utilization on its remaining fleet
and helps support margins.  The factors are balanced against an
investment philosophy that was visible in 2015's high capital
expenditures and the possibility that its capital expenditures may
be oversized (for its balance sheet) during the next market rebound
thereby increasing leverage.

The Ba2 rating on the company's ABL reflects a first lien claim on
certain choice assets, including eligible rental assets, accounts
receivable, service vehicles and spare parts.  The ABL facility has
a springing fixed charge coverage ratio test that is triggered if
availability falls below 10% of the total commitment on any date.
Moody's do not expect the covenant test to be triggered.  The
Second Lien Notes' B3 rating reflects its junior position relative
to the security interest of the asset-based revolving credit
facility.  The Notes will be guaranteed, on a second lien secured
basis, by each of the company's wholly owned direct and indirect
domestic existing and future wholly owned direct and indirect
domestic subsidiaries that will guarantee obligations under the ABL
Credit Facility.

The assigned SGL-3 liquidity rating reflects an adequate liquidity
profile characterized by ample availability under its asset-based
revolving credit facility and long dated maturities.  In addition,
availability under the asset-based credit facility is expected to
comfortably exceed the minimum availability threshold required
before the fixed charge coverage ratio covenant would become
applicable.  Moody's expects free cash flow to be negative in 2016
as a result of high capital expenditure requirements to support
revenue growth and one-time spin-off related costs; however,
capital spending is expected to decline in 2017 and positive free
cash flow generation is expected.  The company is expected to be
reliant on its $1.75 billion borrowing based facility.  At time of
the spin-off, borrowings are expected to stand at approximately
$787 million.  The borrowing base level is expected to be close to
the face amount of the facility over the intermediate term.  The
majority of the proceeds from the Second Priority Notes and ABL
borrowings will fund a $1.9 billion distribution to the current
parent company Hertz Corporation, to achieve a tax-free reverse
spin-off.

The stable outlook reflects HERC's strong market position and the
expectation that leverage will be maintained below the 4.25x level.
Capital expenditures are expected to decrease over the next year.
The stable outlook is also supported by good U.S. equipment rental
industry fundamentals that support rentals over ownership.

Downward pressure on the ratings could occur if the company's
liquidity profile were to weaken, debt/EBITDA were to reach and be
sustained above 4.25x and EBITDA / Interest were to fall below
4.3x.

Positive rating pressure would require the expectation that HERC
would further improve its liquidity profile, sustain debt/EBITDA at
3.0x or below while maintaining EBITDA margin at above 38%.

The principal methodology used in this rating was the Equipment and
Transportation Rental Industry methodology published in December
2014.

Herc Rentals, based in Bonita Springs, Florida, is an equipment
rental company with 280 branches globally, of which 270 are in
North America.  Herc Rentals is being separated from Hertz
Corporation, and will trade separately in the public market.
Revenues for the fiscal year ended Dec. 31, 2015, totaled
approximately $1.7 billion.


HERC RENTALS: S&P Affirms 'B+' Rating on Proposed Sr. Sec. Notes
----------------------------------------------------------------
S&P Global Ratings revised its recovery rating on U.S.-based HERC
Rentals Inc.'s proposed senior secured second-lien notes to '4'
from '3' and affirmed its 'B+' issue-level rating on the notes
following the company's announcement that it plans to upsize the
issuance to an aggregate $1.235 billion from $1.1 billion
originally.  The '4' recovery rating indicates S&P's expectation of
average (30%-50%; upper end of the range) recovery in the event of
a payment default.  The revised recovery rating reflects S&P's
assessment that there will now be more second-lien debt outstanding
at default compared with S&P's previous analysis, diluting recovery
prospects for the second-lien noteholders.

Herc Spinoff Escrow Issuer LLC and Herc Spinoff Escrow Issuer Corp.
will co-issue the proposed second-lien notes.

All of S&P's other ratings on HERC Holdings Inc. and HERC Rentals
Inc. remain unchanged.

RATINGS LIST

HERC Holdings Inc.
HERC Rentals Inc.
Corporate Credit Rating      B+/Stable/--

Issue Rating Affirmed; Recovery Rating Revised
                              To             From
HERC Rentals Inc.
Herc Spinoff Escrow Issuer, Corp.
Herc Spinoff Escrow Issuer, LLC
Senior Secured 2nd-Lien      B+             B+
  Recovery Rating             4H             3L


HERCULES OFFSHORE: To File for Ch. 11 Again and Liquidate
---------------------------------------------------------
Stephanie Gleason and Anne Steele, writing for Daily Bankruptcy
Review, reported that Hercules Offshore Inc. said it would again
file for chapter 11, this time planning to liquidate as the ocean
driller goes out of business amid the long swoon in oil prices.

According to the report, less than seven months after exiting
bankruptcy with $450 million in fresh financing and a lighter debt
load, Hercules said on May 27 that it reached a deal with 99% of
its senior lenders that will be executed with a so-called
"prepackaged" chapter 11 filing.

Hercules's plan, which would ultimately be subject to
bankruptcy-court approval, would see the company liquidate its
assets and use the proceeds to repay creditors, the report related.
The company expects to be able to pay unsecured creditors in full
and provide as much as $12.5 million to shareholders, the report
said.

The company said on May 27 it has already it lined up a $196
million offer for its harsh environment jack-up rig, formerly named
Hercules Highlander, to Maersk Highlander UK Ltd, the report
added.

Hercules cited "the ongoing decline in oil prices, the
consolidation of its U.S. customer base and the addition of new
capacity have negatively impacted day rates and demand for
Hercules's services" as reasons for its distress, the report
further related.

                      About Hercules Offshore

Headquartered in Houston, Hercules Offshore, Inc. --
http://www.herculesoffshore.com/-- operates a fleet of 27 jackup  


rigs, including one rig under construction, and 21 liftboats. The
Company offers a range of services to oil and gas producers to
meet their needs during drilling, well service, platform
inspection, maintenance, and decommissioning operations in several
key shallow water provinces around the world.

On Aug. 13, 2015 Hercules Offshore and 14 affiliated debtors each
filed a voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 15-11685) in the
U.S.
Bankruptcy Court for the District of Delaware.  The cases are
pending before the Honorable Kevin J. Carey.

The Debtors tapped Baker Botts LLP as counsel; Morris, Nichols,
Arsht & Tunnell, as local counsel; Andrews Kurth LLP, as general
corporate counsel; Lazard Freres & Co. LLC, as investment banker,
Alvarez & Marsal, as restructuring advisor; and Prime Clerk, LLC,
as claims and noticing agent.

The Steering Group of Holders of Senior Notes is represented by
Akin Gump Strauss Hauer & Feld LLP's Arik Preis, Esq., and Michael
S. Stamer, Esq.

HERO disclosed $546 million in assets and $1.306 billion in debt
as
of Aug. 11, 2015.

                           *     *     *

The Debtors on the Petition Date filed a pre-packaged Chapter 11
plan that would convert $1.2 billion of outstanding senior notes
to
96.9% of new common equity.

The Debtors notified the U.S. Bankruptcy Court for the District of
Delaware that Effective Date of their Joint Prepackaged Plan of
Reorganization occurred on Nov. 6, 2015.

On Sept. 24, 2015, the Court approved the Debtors' solicitation
and
Disclosure Statement; and confirmed the Prepackaged Plan.


HI-CRUSH PARTNERS: S&P Lowers Corp. Credit Rating to B-
-------------------------------------------------------
S&P Global Ratings said it lowered its corporate credit rating on
Houston-based industrial sand producer Hi-Crush Partners LP to 'B-'
from 'B+'.  The outlook is negative.

At the same time, S&P lowered the issue-level rating on the
company's senior secured debt to 'B+' from 'BB-'.  S&P also raised
the recovery rating to '1' from '2', indicating its expectation for
very high (90%-100%) recovery of principal and interest in the
event of a payment default.

"The negative outlook reflects our expectation for continued
pressure on Hi-Crush's liquidity position over at least the next 12
months as cash flows remain weak due to reduced drilling and
completion activity and weak demand and pricing for frac sand,"
said S&P Global Ratings credit analyst Ryan Gilmore.  "As a result,
we expect the company will maintain credit measures at a level
consistent with a highly leveraged financial risk assessment,
including debt to EBITDA above 15x and EBITDA interest coverage of
1x in 2016."

S&P could lower the rating if it no longer deemed liquidity to be
adequate as indicated by sources over uses of less than 1.2x over
the next 12 months.  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
$20 million, all else being equal.  S&P could also downgrade
Hi-Crush if the company's financial commitments appeared to be
unsustainable in the long term.  This could be the result of
protracted weakness in the oil and gas sector.

It is unlikely that S&P would raise the rating in the next 12
months given the weakness in Hi-Crush'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 would consider an
upgrade if it viewed Hi-Crush's business risk profile to be more
consistent with a weak assessment.  This could be the result of a
strengthened competitive position due to improved profitability,
increased scale, or other factors.  S&P could also consider an
upgrade if the company achieved sustainable improvement in credit
measures, with debt to EBITDA of less than 5x and EBITDA interest
coverage above 2x.  This could occur in the longer term if prices
or volumes rose meaningfully from current levels.


HONEY BEE: State of Hawaii Opposes Financing Motion
---------------------------------------------------
The State of Hawaii submitted to the U.S. Bankruptcy Court for the
District of Hawaii its opposition to Honey Bee USA, Inc.'s motion
seeking authorization to obtain final postpetition financing.

David D. Day, Esq., at the Department of the Attorney General,
State of Hawai'i, in Honolulu, Hawaii, contends that the Financing
Motion, as it affects the State, is merely a supplement to the
Motion to Approve Assumption of Boating Lease, or in the
Alternative, to Extend Time to Assume Lease.  Mr. Day further
contends that the State opposed the Motion to Assume Lease, arguing
that, among other things, Boating Lease No. BO-13120 automatically
terminated on November 15, 2015, and was no longer a part of the
bankruptcy estate; that the Debtor could not cure certain defaults
under the Lease, including lapsed construction deadlines; and that
the Debtor's proposed financing was plainly inadequate.

Mr. Day relates that during the April 11, 2016 hearing on the
Motion to Assume Lease, the Court deferred ruling on the Motion to
Assume Lease and required the Debtor to file a financing motion to
address significant deficiencies in the Motion to Assume Lease,
especially Debtor's failure to provide adequate assurance of future
performance owed to the State under the Lease.

"The State respectfully requests that the Motions be denied. First,
this Court should deny the Motions because the Lease cannot be
assumed as a matter of law because it automatically terminated on
November 15, 2015. Second, the proposed financing purports to give
a mortgage on the leasehold without the Chairperson of the Board of
Land and Natural Resource's prior written consent in violation of
the Lease and Hawai'i law.  Third, the proposed financing does not
provide adequate assurance of prompt cure of the outstanding
defaults on the Lease or provide adequate assurance of future
performance," Mr. Day avers.

                   Support for Financing Motion

Secured creditor Melvin and Jean Nakagawa Family Limited
Partnership acknowledges that its Mortgage will be subordinated to
the lien of the new lender if the Debtor's Financing Motion is
granted.  The Nakagawa Partnership nevertheless recognizes that for
the Debtor to successfully reorganize, it must obtain financing and
contends that the Debtor's requested post-petition financing is
reasonable and appropriate.

Another entity, Choate Construction Services, LLC, says it supports
the Debtor's Financing Motion on the condition that (1) any relief
does not affect Choate's mechanic's lien and claim plus attorneys'
fees, interest, and any other relief that Choate may be entitled to
against Honey Bee and (2) that Honey Bee be obligated to utilize
such financing to cure the monetary defaults currently existing
under the Boating Lease, including Choate's mechanic lien.  Choate
further contends that the Boating Lease is the Debtor's only asset
of real value and that preserving the Boating Lease is imperative
to protecting the value of the Bankruptcy Estate.

The Motion is scheduled for hearing on June 6, 2016 at 2:00 p.m.

Melvin and Jean Nakagawa Family Limited Partnership is represented
by:

          Steven Guttman, Esq.
          Dawn Egusa, Esq.
          KESSNER UMEBAYASHI
          BAIN & MATSUNAGA
          220 South King Street, Suite 1900
          Honolulu, HI 96813
          Telephone: (808)536-1900
          Facsimile: (808)529-7177
          E-mail: kdubm_bk@kdubm.com

The State of Hawai'i is represented by:

          Douglas S. Chin, Esq.
          David D. Day, Esq.
          DEPARTMENT OF THE ATTORNEY GENERAL, STATE OF HAWAI'I
          425 Queen Street
          Honolulu, HI 96813
          Telephone: (808)587-2900
          E-mail: david.d.day@hawaii.gov

Choate Construction Services, LLC, is represented by:

          Karin L. Holma, Esq.
          Christian D. Chambers, Esq.
          Kristin A. Shinkawa, Esq.
          BAYS LUNG ROSE & HOLMA
          Topa Financial Center
          700 Bishop Street, Suite 900
          Honolulu, HI 96813
          Telephone: (808)523-9000
          Facsimile: (808)533-4184
          E-mail: kholma@legalhawaii.com
                  cchambers@legalhawaii.com
                  kshinkawa@legalhawaii.com


HONEY BEE: State of Hawaii Opposes Financing Motion
---------------------------------------------------
The State of Hawaii submitted to the U.S. Bankruptcy Court for the
District of Hawaii its opposition to Honey Bee USA, Inc.'s motion
seeking authorization to obtain final postpetition financing.

David D. Day, Esq., at the Department of the Attorney General,
State of Hawai'i, in Honolulu, Hawaii, contends that the Financing
Motion, as it affects the State, is merely a supplement to the
Motion to Approve Assumption of Boating Lease, or in the
Alternative, to Extend Time to Assume Lease.  Mr. Day further
contends that the State opposed the Motion to Assume Lease, arguing
that, among other things, Boating Lease No. BO-13120 automatically
terminated on November 15, 2015, and was no longer a part of the
bankruptcy estate; that the Debtor could not cure certain defaults
under the Lease, including lapsed construction deadlines; and that
the Debtor's proposed financing was plainly inadequate.

Mr. Day relates that during the April 11, 2016 hearing on the
Motion to Assume Lease, the Court deferred ruling on the Motion to
Assume Lease and required the Debtor to file a financing motion to
address significant deficiencies in the Motion to Assume Lease,
especially Debtor's failure to provide adequate assurance of future
performance owed to the State under the Lease.

"The State respectfully requests that the Motions be denied. First,
this Court should deny the Motions because the Lease cannot be
assumed as a matter of law because it automatically terminated on
November 15, 2015. Second, the proposed financing purports to give
a mortgage on the leasehold without the Chairperson of the Board of
Land and Natural Resource's prior written consent in violation of
the Lease and Hawai'i law.  Third, the proposed financing does not
provide adequate assurance of prompt cure of the outstanding
defaults on the Lease or provide adequate assurance of future
performance," Mr. Day avers.

                   Support for Financing Motion

Secured creditor Melvin and Jean Nakagawa Family Limited
Partnership acknowledges that its Mortgage will be subordinated to
the lien of the new lender if the Debtor's Financing Motion is
granted.  The Nakagawa Partnership nevertheless recognizes that for
the Debtor to successfully reorganize, it must obtain financing and
contends that the Debtor's requested post-petition financing is
reasonable and appropriate.

Another entity, Choate Construction Services, LLC, says it supports
the Debtor's Financing Motion on the condition that (1) any relief
does not affect Choate's mechanic's lien and claim plus attorneys'
fees, interest, and any other relief that Choate may be entitled to
against Honey Bee and (2) that Honey Bee be obligated to utilize
such financing to cure the monetary defaults currently existing
under the Boating Lease, including Choate's mechanic lien.  Choate
further contends that the Boating Lease is the Debtor's only asset
of real value and that preserving the Boating Lease is imperative
to protecting the value of the Bankruptcy Estate.

The Motion is scheduled for hearing on June 6, 2016 at 2:00 p.m.

Melvin and Jean Nakagawa Family Limited Partnership is represented
by:

          Steven Guttman, Esq.
          Dawn Egusa, Esq.
          KESSNER UMEBAYASHI
          BAIN & MATSUNAGA
          220 South King Street, Suite 1900
          Honolulu, HI 96813
          Telephone: (808)536-1900
          Facsimile: (808)529-7177
          E-mail: kdubm_bk@kdubm.com

The State of Hawai'i is represented by:

          Douglas S. Chin, Esq.
          David D. Day, Esq.
          DEPARTMENT OF THE ATTORNEY GENERAL, STATE OF HAWAI'I
          425 Queen Street
          Honolulu, HI 96813
          Telephone: (808)587-2900
          E-mail: david.d.day@hawaii.gov

Choate Construction Services, LLC, is represented by:

          Karin L. Holma, Esq.
          Christian D. Chambers, Esq.
          Kristin A. Shinkawa, Esq.
          BAYS LUNG ROSE & HOLMA
          Topa Financial Center
          700 Bishop Street, Suite 900
          Honolulu, HI 96813
          Telephone: (808)523-9000
          Facsimile: (808)533-4184
          E-mail: kholma@legalhawaii.com
                  cchambers@legalhawaii.com
                  kshinkawa@legalhawaii.com


HORSEHEAD HOLDING: Committee Seeks Standing to Sue US Bank
----------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 Cases of Horsehead Holding Corp., et al., seeks the U.S.
Bankruptcy Court's authority to commence, prosecute and settle, if
appropriate, an adversary proceeding on behalf of the estates of
Horsehead Holding Corp., et al., against U.S. Bank National
Association, as Trustee and collateral agent for the Prepetition
Senior Secured Noteholders.

The Committee has undertaken an investigation of the liens and
security interests on the Debtors' assets asserted by U.S. Bank,
and as a result of its investigation, the Committee believes that
the Debtors' estates have valid causes of action to challenge the
extent, validity, priority and perfection of security interests
asserted by U.S. Bank and the Prepetition Senior Secured
Noteholders in certain assets of the Debtors.

In order to ensure the causes of action are in fact pursued in an
efficient manner, the Committee sent a request to the Debtors
outlining the claims and asking the Debtors to either commence a
lawsuit to prosecute the claims or consent to the Committee's
standing and authority, however, the Debtors have not given their
consent nor have they advised the Committee that they will
prosecute the matter.

        Mooresboro Facility

The Committee challenges the validity of the Deed of Trust on the
Mooresboro Facility as it failed to properly identify the
obligation secure, the correct amount, the correct borrower and
lender, and the correct guaranty, and as such, it is invalid and
unenforceable, to wit:

   (a) The cover page of the deed of trust states that it has been
made by Horse Metal Products, LLC ("HMP") for the benefit of U.S.
Bank but the actual text demonstrates that it has been granted for
the benefit of PNC Bank, National Association under a Revolving
Credit and Security Agreement with PNC Bank ("PNC Credit
Agreement).

   (b) The deed of trust recites that Horsehead Corporation is the
borrower under the PNC Credit Agreement and issued a $60 million
note, but the PNC Credit Agreement -- a separate credit facility
and not used for the construction of the Mooresboro Facility -- has
been refinanced pursuant to a Credit Agreement by and among
Macquarie Bank Limited, as administrative agent and the Lenders
party, and Horsehead Corporation, International Metals Reclamation
Company, LLC ("INMETCO") and HMP as Macquarie Borrowers, under
which Macquarie and Lenders committed to make loans and other
financial accommodations to the Macquarie Borrowers consisting of
revolving loans of up to $80 million.

        Palmerton Facility on Premises B

The Committee asserts colorable claims against the validity,
enforceability, priority and extent of the alleged lien on Premises
B held by U.S. Bank on behalf of Prepetition Senior Secured
Noteholders because no mortgage has been filed or recorded for
Premises B -- the mortgage by Horsehead Corpoation to U.S. Bank, in
connection with the Palmerton Facility, purports to grant U.S. Bank
a lien on the Real Estate covering parcels known as Premises A
only. However, the Palmerton Facility is also comprised of parcels
identified under Premises B.

          INMETCO Stock

According to the Committee, U.S. Bank has not been granted a lien
on or pledge of the stock of INMETCO because pursuant to the
Prepetition Senior Secured Notes Security Agreement, U.S. Bank has
been granted a security interest in the Prepetition Senior Secured
Notes Personal Property Collateral with certain express exclusions,
one of which is the "Excluded Stock" -- defined as "shares of
Capital Stock, and stock certificates, option or rights of any
nature whatsoever in respect of such Capital Stock of INMETCO and
Horsehead Corporation that may be issued or granted to, or held by,
Holding."

A hearing to consider the Committee's Motion will be held on June
20, 2016.

Counsel to the Official Committee of Unsecured Creditors:

       Bruce Buechler, Esq.
       Kenneth A. Rosen, Esq.
       Nicole Stefanelli, Esq.
       LOWENSTEIN SANDLER LLP
       65 Livingston Avenue
       Roseland, New Jersey 07068
       Telephone: (973) 597-2500
       Facsimile: (973) 597-6247
       Email: bbuechler@lowenstein.com
              krosen@lowenstein.com
              nstefanelli@lowenstein.com

       -- and --

       Curtis A. Hehn, Esq.
       LAW OFFICE OF CURTIS A. HEHN
       1000 N. West Street, Suite 1200
       Wilmington, Delaware 19801
       Telephone: (302) 295-5044
       Facsimile: (302) 295-4081
       Email: curtishehn@comcast.net

           About Horsehead Holding Corp.

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

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

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

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

Andrew Vara, acting U.S. trustee for Region 3, appointed seven
creditors of Horsehead Holding Corp. to serve on the official
committee of unsecured creditors. Lowenstein Sandler LLP serves as
counsel to the Committee, while Drinker Biddle & Reath LLP serves
as co-counsel.


IAC/INTERACTIVECORP: Moody's Assigns Ba3 Rating on $400MM Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the proposed
$400 million senior unsecured notes due 2024 to be issued by Match
Group, Inc., IAC/InterActiveCorp's ("IAC" or the "company") 85%
owned subsidiary that comprises its online dating businesses.  Net
proceeds from the new notes, which will not be guaranteed by IAC,
will be used to retire a like amount of Match's term loan B
obligation.  The rating outlook is stable.

Rating Assigned:

Issuer: Match Group, Inc.

  $400 Million Senior Unsecured Notes due 2024 -- Ba3 (LGD-4)

The assigned rating is subject to review of final documentation and
no material change in the size, terms and conditions of the
transaction as advised to Moody's.

                        RATINGS RATIONALE

IAC's Ba2 Corporate Family Rating is supported by its position as
one of the largest global Internet and digital media companies with
online properties that have established brand names and reasonably
long operating histories.  The Ba2 rating recognizes IAC's good
operating performance driven by a business model which has
historically demonstrated respectable online audience reach via
search engine analytics, marketing and display advertising, and
good, albeit declining, traffic monetization in the Publishing and
Applications segments; strong subscriber growth trends in the
online dating segment; a disciplined acquisition/investment
strategy; and rationalization of underperforming portfolio assets.
Moody's expects annual free cash flow in the range of $200 - $300
million and financial leverage, as measured by total debt to
EBITDA, in the 3x-4x range (Moody's adjusted).  As of March 31,
2016, pro forma leverage was 4.1x (incorporating Moody's standard
adjustments and PlentyofFish's LTM EBITDA contribution).  Moody's
project EBITDA growth to gradually reduce leverage to around 3.5x
by the end of 2016.  Moody's believes IAC will maintain very good
liquidity (SGL-1) supported by a sizable cash position (cash and
cash equivalents totaled over $1.2 billion as of March 31) and
revolving credit facilities totaling $800 million, which provide
flexibility to pursue strategic growth objectives.

The Ba2 rating also incorporates the inherent risk that Internet
businesses could experience a potential decline in website traffic
due to rapidly changing technology and industry standards.
Alternative means of content delivery as well as shifts in consumer
engagement may also contribute to the risk of rapid obsolescence or
waning relevance of traditional portal Internet sites.  The rating
is constrained by IAC's dependence on the partnership with Google
and potential changes to Google's search algorithms that could hurt
IAC's listings placements.  It also reflects the concentrated
earnings profile (primarily Match and Applications) and sizeable
exposure to digital advertising revenue, which could become more
cyclical in the future.  IAC's historically aggressive financial
policies combined with the large voting stake of Mr. Barry Diller
heightens event risk.  The Ba2 rating is constrained by the risk of
an eventual divestiture of the high margin Match unit that could
reduce diversity and scale, and increase IAC's business risk.

Moody's derives Match's debt ratings from IAC's CFR using the Loss
Given Default (LGD) Methodology based on our expectation of IAC's
continued majority ownership of Match post-IPO.  However, if Match
were to become a standalone entity or less than majority-owned by
IAC, Match's ratings would be de-linked from IAC's CFR and would be
based on its standalone creditworthiness.  Match's term loan is
rated Ba2 as it is secured by capital stock of Match's material
domestic subsidiaries and benefits from upstream guarantees.  The
term loan would likely experience a deficiency claim in a
distressed scenario given that we estimate the asset value at Match
would be insufficient to fully repay the credit facilities, which
caps the term loan rating at the CFR.  Match's unsecured notes are
rated Ba3 as they do not benefit from upstream guarantees nor a
security interest in collateral.  Though the proposed transaction
will reduce secured term loan debt and increase unsecured debt by a
like amount, ratings and LGD assessments on the existing debt
instruments remain unchanged under our LGD framework.

Rating Outlook

The stable rating outlook reflects our expectations that IAC will
continue to at least maintain its market positions in the
Applications and Publishing segments, grow its Match, HomeAdvisor
and Video segments, and experience a reasonable amount of
subscriber churn in its Internet portfolio.  The stable outlook
incorporates our expectation that IAC will continue to maintain a
consolidated EBITDA margin of at least 14% (Moody's adjusted),
generate positive free cash flow, retain a sizeable cash balance
and sustain a somewhat conservative capital structure as it pursues
strategic growth objectives.

What Could Change the Rating - Up

Ratings could be upgraded if IAC maintains a majority ownership and
leading market share in Match, improves the market positions and
viability of Applications and Publishing and expands business
diversification by increasing the scale and profitability of the
HomeAdvisor and Video segments.  Moody's could also consider an
upgrade to the extent we expect IAC to: (i) demonstrate margin
expansion with increasing revenue that is in line or ahead of
market growth; (ii) minimize operating losses in the Media segment;
and (iii) maintain a net cash position with Moody's adjusted total
debt to EBITDA sustained below 3x.  An important consideration for
an upgrade would be adherence to conservative financial policies
with regard to share purchases and dividends.

What Could Change the Rating - Down

Ratings could be downgraded if a spin-off of one or more segments
resulted in increased business risk or IAC's competitive position
weakens materially as evidenced by revenue declines of 5% or more,
adjusted EBITDA margins below 12%, rising traffic acquisition costs
or increasing customer churn.  Downward pressure could also
materialize if financial leverage as measured by Moody's adjusted
total debt to EBITDA is sustained over 4x or IAC's liquidity
position were to deteriorate significantly due to lower free cash
flow generation, higher share purchases or increased acquisition
activity.

The principal methodology used in this rating was the Global
Broadcast and Advertising Related Industries Methodology published
in May 2012.

Headquartered in New York , N.Y., IAC/InterActiveCorp is a leading
media and online company that owns various Internet-based brands
and products including: Ask.com (search engine); About.com,
Dictionary.com, Investopedia.com (online content and reference
libraries), Ask.fm (social) and Apalon (mobile applications); Match
Group, Inc. (online dating assets, including Match, Tinder and
OkCupid; and non-dating asset, The Princeton Review); HomeAdvisor,
ShoeBuy (e-commerce); Vimeo (video); and several other
consumer-related applications and portals.  Revenue totaled
approximately $3.3 billion for the twelve months ended March 31,
2016.


IMMC CORPORATION: Liquidating Trustee's Appeals Case Reopened
-------------------------------------------------------------
Judge Gregory M. Sleet of the United States District Court for the
District of Delaware granted the motion filed by Robert F. Troisio
to reopen the appeals case captioned ROBERT F. TROISIO, as
Liquidating Trustee of IMMC CORPORATION, f/k/a IMMUNICON
CORPORATION, Appellant, v. EDWARD L. ERICKSON, BYRON HEWETT, LEON
TERSTAPPEN, JAMES L. WILCOX, ELIZABETH E. TALLETT, J. WILLIAM
FREYTAG, ZOLA P. HOROWITZ, JAMES G. MURPHY, BRIAN GEIGER, JONATHAN
COOL, and ALLEN J. LAUER, Appellees, Adv. Proc. No. 10-53063 (BLS),
Civ. No. 15-1043 (GMS) (D. Del.).

Troisio, the  liquidating trustee of IMMC Corporation (f/k/a
Immunicon Corporation), sought an order to reopen the
above-captioned appeal so that the parties may proceed on the
merits before the Court.  The Motion to Reopen follows the court's
Memorandum Opinion and Order granting the appellant's motion for
certification of direct appeal to the United States Court of
Appeals for the Third Circuit, and the appellant's subsequent
failure to file a request for permission with the circuit clerk as
required by Federal Rule of Bankruptcy Procedure 8006(g).

Judge Sleet granted the Motion to Reopen and the appellant was
directed to show cause why he should not reimburse the appellees
for the fees and costs incurred in opposing the Certification
Motion.

A full-text copy of Judge Sleet's May 17, 2016 memorandum opinion
is available at https://is.gd/aPDlg5 from Leagle.com.

The bankruptcy case is IN RE: IMMC CORPORATION, f/k/a IMMUNICON
CORPORATION, et al., Chapter 11 Debtors, Bankr. Case No. 08-11178
(KJC) (Bankr. D. Del.).

Robert F. Troisio is represented by:

          Jason C. Powell, Esq.
          THE POWELL FIRM, LLC
          2050 Marconi Dr, Ste 300
          Alpharetta, GA 30005
          Tel: (770)695-0186

            -- and --

          Lisa L. Coggins, Esq.
          FERRY, JOSEPH & PEARCE, P.A.
          824 Market St. Suite 1000
          Wilmington, DE 19801
          Tel: (302) 575-1555
          Fax: (302) 575-1714
          Email: lcoggins@ferryjoseph.com

Edward L. Erickson, Bryon Hewett, Leon Terstappen, James L. Wilcox,
Elizabeth E. Tallett, J. William Freytag, Zola P. Horovitz, James
G. Murphy, Brian Geiger, Jonathan Cool, Allen J. Lauer are
represented by:

          Learon John Nelson Bird, Esq.
          FOX ROTHSCHILD LLP
          Citizens Bank Center
          919 North Market Street, Suite 300
          Wilmington, DE 19899-2323
          Tel: (302)654-7444
          Fax: (302)656-8920
          Email: lbird@foxrothschild.com


INTELLINETICS INC: GBQ Partners Raises Going Concern Doubt
----------------------------------------------------------
Intellinetics, Inc., said in its Form 10-Q report filed with the
Securities and Exchange Commission for the quarterly period ended
March 31, 2016, that the Company posted a net loss of $535,765 for
the quarter compared to a net loss of $208,857 for the same quarter
in 2015.  Revenues total $603,391 for the present quarter, compared
to $583,775 for the same period last year.

At March 31, 2016, the Company had total assets of $1,381,797
against total liabilities of $2,736,512 and total stockholders'
deficit of $1,354,715.

The Company noted in its quarterly report that through March 31,
2016, it has incurred an accumulated deficit since inception of
$13,914,204.  At March 31, 2016, the Company had a cash balance of
$1,004,441.

From the Company's inception, it has generated revenues from the
sales and implementation of its internally generated software
applications.

The Company's plan is to increase its sales and market share by
developing an expanded network of resellers through which the
Company will sell its expanded software product portfolio. The
Company expects that this marketing initiative will require that it
hire and develop an expanded sales force and enhance its product
marketing efforts, all of which will require additional capital.

The Company expects that through the next 12 months, the capital
requirements to fund the Company's growth and to cover the
operating costs as a public company will consume substantially all
of the cash flows that it intends to generate from its operations,
in addition to proceeds of any issuances of debt and equity
securities, if consummated.   The Company further believes that
during this period, while the Company is focusing on the growth and
expansion of its business, the gross profit that it expects to
generate from operations will not generate sufficient funds to
cover these anticipated operating costs.   

"Our cash requirements are insufficient by approximately $70,000
per month," the Company said.  "During 2015 and the three months
ending March 31, 2016, the Company has used the proceeds from
convertible note issuances and the sale of common stock to sustain
operations and to follow through on the execution of its business
plan. We expect that through the next [12] months, the capital
requirements to fund our growth, service existing debt obligations,
and cover the operating costs as a public company will consume
substantially all of the cash flows that we currently generate from
operations. There is no assurance that the Company's plans as
discussed above will materialize and/or that the Company will have
sufficient funds to fund the Company's operations.   Given these
conditions, the Company's ability to continue as a going concern is
contingent upon successfully managing its cash requirements.   In
addition, the Company's ability to continue as a going concern must
be considered in light of the problems, expenses and complications
frequently encountered by entrants into established markets, the
competitive environment in which the Company operates and its cash
requirements.   These factors, among others, raise substantial
doubt about the Company's ability to continue as a going concern."

"Since inception, the Company's operations have primarily been
funded through a combination of operating margins, state business
development loans, bank loans, convertible loans and loans from
friends and family, and the sale of securities.   Although
management believes that the Company has access to capital
resources, there are currently no commitments in place for new
financing at this time other than the issuance of convertible notes
disclosed in these financial statements and there is no assurance
that the Company will be able to obtain funds on commercially
acceptable terms, if at all.

"During the three months ended March 31, 2016, the Company raised $
559,285 through the sale of common stock and warrants. The proceeds
from the sale were used to fund the Company's working capital needs
and debt repayment.

"The current level of cash and operating margins may not be enough
to cover the existing fixed and variable obligations of the
Company, so increased revenue performance and the addition of
capital are critical to the Company's success."

A copy of the Company's Quarterly report is available at
https://is.gd/r4rrJ3

The Company has reported a net loss of $3,921,428 for the year
ended December 31, 2015, from a net loss of $1,648,641 for 2014.
Revenues total $2,336,991 for 2015 and $1,485,873 for 2014.

GBQ Partners LLC in Columbus, Ohio, audited the Company's 2015
annual report and said the Company has recurring losses and
negative cash flows from operations that raise substantial doubt
about its ability to continue as a going concern.

A copy of the Company's 2015 Annual report is available at
https://is.gd/dS0YCc

Intellinetics, Inc., formerly known as GlobalWise Investments,
Inc., is an enterprise content management (ECM) software
development, sales and marketing company serving both the public
and private sectors. In the public sector, the Company's products,
services and process models serve, principally, the critical needs
of law enforcement and compliance agencies within the state and
local government establishment.

The Company provides its software solutions principally through (i)
the direct licensing of its software installed on customer computer
platforms and (ii) providing the applications as a service,
accessible through the internet. The Company's comprehensive
solutions include services that range from pre-installation
assessment, project scoping, implementation, consulting and ongoing
software maintenance and customer support.


IRON MOUNTAIN: Moody's Affirms Ba3 CFR & Rates New $500MM Notes Ba3
-------------------------------------------------------------------
Moody's Investors Service affirmed Iron Mountain Incorporated's Ba3
Corporate Family Rating and assigned Ba3 ratings to $500 million of
senior notes being issued by Iron Mountain and $250 million of
senior notes being issued by its indirect subsidiary, Iron Mountain
US Holdings, Inc.  Moody's also affirmed the Ba3 rating on Iron
Mountain and its subsidiaries' existing senior unsecured notes, the
B2 rating on its senior subordinated notes and its SGL-3
speculative grade liquidity rating.  The ratings have a stable
outlook.  The company plans to use net proceeds from the new notes,
incremental borrowings under its revolving credit facility and cash
on hand to refinance all outstanding borrowings under the bridge
credit facility that were used to finance the acquisition of
Recall.

                       RATINGS RATIONALE

Iron Mountain's CFR is weakly positioned in the Ba3 rating category
because of the company's elevated leverage of about 5.7x (Moody's
adjusted, at 1Q 2016), execution risk in integrating the Recall
acquisition and projected free cash flow deficits over the next 2
to 3 years.  The Ba3 CFR incorporates our expectations that
management is committed to reducing leverage toward its target of
below 5x.  Moody's expects that modest organic growth, synergies
from the Recall acquisition and cost savings implemented under Iron
Mountain's business transformation initiatives will gradually drive
leverage to below 5x over the next 2 to 3 years.  The Ba3 CFR is
supported by Iron Mountain's leading market position in the North
America storage and information management market, its large base
of recurring storage rental revenues, and its expanded footprint
and scale with the acquisition of Recall.  Iron Mountain has a
diversified customer base and its strong brand and market share in
North America create pricing power that support its strong EBITDA
margins.  At the same time, the company faces mature demand for its
services in developed markets in North America and Western Europe.
Moody's also expects the company's free cash flow to remain
negative over the next 2 to 3 years due to its elevated capital
requirements to support growth and sizeable dividends.

The stable outlook reflects Moody's expectations for low single
digit organic revenue growth and progressive declines in leverage.

Moody's could downgrade Iron Mountain's ratings if deterioration in
earnings or changes in financial policy lead Moody's to believe
that total debt to EBITDA (Moody's adjusted) is unlikely to be
reduced and sustained below 5x.  The rating could also be lowered
if Iron Mountain's liquidity weakens materially.

Although not expected in the near term, Moody's could upgrade Iron
Mountain's ratings if the company maintains stable organic revenue
growth and EBITDA margins, and sustains total debt to EBITDA
(Moody's adjusted) below 4.5 times (Moody's adjusted) and retained
cash flow to net debt above 10%.

Assignments:

Issuer: Iron Mountain Incorporated
  Senior Unsecured Regular Bond/Debenture (Local Currency),
   Assigned Ba3 (LGD3)

Issuer: Iron Mountain US Holdings, Inc.
  Senior Unsecured Regular Bond/Debenture (Local Currency),
   Assigned Ba3 (LGD3)

Affirmations:

Issuer: Iron Mountain Incorporated
  Corporate Family Rating, Affirmed Ba3
  Probability of Default Rating, Affirmed Ba3-PD
  Speculative Grade Liquidity Rating, Affirmed SGL-3
  Senior Subordinated Regular Bond/Debenture (Local Currency),
   Affirmed B2 (LGD6)
  Senior Unsecured Regular Bond/Debenture (Local Currency),
   Affirmed Ba3 (LGD3)
  Senior Unsecured Shelf due 2016, Affirmed (P)Ba3

Issuer: Iron Mountain Canada Operations ULC
  Senior Unsecured Regular Bond/Debenture (Local Currency),
   Affirmed Ba3 (LGD3)
  Senior Unsecured Shelf due 2016, Affirmed (P)Ba3

Issuer: Iron Mountain Europe PLC
  Senior Unsecured Regular Bond/Debenture (Local Currency),
   Affirmed Ba3 (LGD3)

Issuer: Iron Mountain Information Management, LLC
  Senior Secured Bank Credit Facility (Local Currency), Affirmed
   Ba3 (LGD3)
  Senior Secured Bank Credit Facility (Foreign Currency), Affirmed

   Ba3 (LGD3)

Outlook Actions:

Issuer: Iron Mountain Canada Operations ULC
  Outlook, Remains Stable

Issuer: Iron Mountain Europe PLC
  Outlook, Remains Stable

Issuer: Iron Mountain Incorporated
  Outlook, Remains Stable

Issuer: Iron Mountain Information Management, LLC
  Outlook, Remains Stable

Issuer: Iron Mountain US Holdings, Inc.
  Outlook, Assigned Stable

Iron Mountain is a global provider of information storage and
related services.

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



JACK COOPER: Moody's Cuts Corporate Family Rating to Caa2
---------------------------------------------------------
Moody's Investors Service downgraded the ratings of Jack Cooper
Enterprises, Inc. ("Jack Cooper"), including its Corporate Family
Rating to Caa2 from Caa1 and its Probability of Default Rating to
Caa2-PD from Caa1-PD. Concurrently, Moody's downgraded the ratings
of the $375 million senior secured notes due 2020 (issued by Jack
Cooper Holdings Corp.) to Caa1 from B3, and the $150 million senior
unsecured PIK notes due 2019 (issued by Jack Cooper Enterprises,
Inc.), to Ca from Caa3. Moody's assigned a Speculative Grade
Liquidity rating of SGL-4. The ratings outlook is stable.

Downgrades:

-- Issuer: Jack Cooper Enterprises, Inc.

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

-- Corporate Family Rating, Downgraded to Caa2 from Caa1

-- Senior Unsecured Regular Bond/Debenture, Downgraded to Ca
    (LGD6) from Caa3 (LGD6)

Assignments:

-- Issuer: Jack Cooper Enterprises, Inc.

-- Speculative Grade Liquidity Rating, Assigned SGL-4

-- Issuer: Jack Cooper Holdings Corp.

-- Senior Secured Regular Bond/Debenture, Downgraded to Caa1
    (LGD3) from B3 (LGD3)

Outlook Actions:

-- Issuer: Jack Cooper Enterprises, Inc.

-- Outlook, Remains Stable

-- Issuer: Jack Cooper Holdings Corp.

-- Outlook, Remains Stable

RATINGS RATIONALE

The rating action is driven by lower than expected operating
performance, despite progress in addressing the company's
operational challenges, leading to very high leverage and a weak
liquidity position. Moody's estimates the company will likely need
to draw on its revolver to cover its upcoming interest payment of
about $20 million, due to insufficient cash on hand of $5 million
and negative free cash flow. The downgrade also reflects Moody's
expectation that liquidity and credit metrics will remain weak over
the next year (even with planned cost efficiencies), amidst a
softening demand environment for automobiles and light trucks
through 2017. The company's credit profile is characterized by: i)
negative cash flow generation (despite a return to positive margins
since Q2 2015) stemming in part from operational challenges in
recent years; ii) elevated debt levels following the debt-funded
asset acquisition of Allied and a dividend recapitalization; and
iii) a dependence on revolver borrowings to fund normal-course
liquidity requirements.

At the same time, the CFR and stable outlook reflect the company's
favorable position in the auto carrier market, blue-chip customer
base, and additional opportunities identified for cost reduction
and operational improvement. The company's operational
inefficiencies related to such challenges as re-routing its
substantially increased network following the asset acquisition of
Allied in Q4 2013, delays in new vehicle releases by car
manufacturers due to vehicle recalls for safety-related problems
and consulting costs associated with new software to improve
logistical planning. The company has taken initiatives to address
the inefficiencies, including the exiting of unprofitable routes
and closure of underperforming terminals. Despite expected margin
improvements, Moody's anticipates interest coverage below 1 times
and leverage (debt-to-EBITDA) above 10 times over the next 12 to 18
months, which includes Moody's debt adjustment for multi-employer
pension plans of approximately $430 million.

Moody's characterizes Jack Cooper's liquidity profile as weak,
reflected by the SGL-4 rating. Cash balances typically represent
less than 1% of sales and free cash flow has been negative for
several years. Moody's expects that the company will need to draw
on its revolver in the near-term, but could turn free cash flow
positive in 2017 if it achieves the planned operational
improvements. Moody's believes the company will maintain the
minimum 12.5% of revolver availability necessary to avoid
triggering the springing fixed charge covenant test of 1.1x. If
tested currently, the company would have very limited covenant
cushion.

The Caa1 rating for the senior secured notes is one notch higher
than the Caa2 CFR, which reflects the senior position of these
securities in Moody's Loss Given Default (`LGD') analysis and the
substantial amount of unsecured debt in the liability structure,
comprised predominantly of the underfunded multi-employer pension
plan obligations and $150 million (face amount) senior PIK toggle
notes. The senior PIK toggle notes are structurally subordinated to
all other obligations in the LGD analysis, substantially reducing
their recovery rate as reflected in the Ca rating.

The stable rating outlook is predicated on continuing demand from
Jack Cooper's customer base, supported by moderate growth new car
sales into 2017, as well as the potential for additional revenues
through transport of non-auto based products (enabled by a recently
approved law) on rig backhaul miles, the majority of which have
been empty on average. The outlook also anticipates that Jack
Cooper is able to increase its operating margins by successfully
addressing its current operational challenges and achieving cost
efficiencies.

The ratings could be downgraded if the company is not able to
demonstrate sufficient margin enhancement, which is critical to
generate meaningful free cash flow to de-lever the balance sheet
from currently heightened levels. The ratings could also be lowered
if free cash flow is adversely affected by weakening demand for new
automobiles and light trucks. Downward rating pressure would also
mount if default were to seem more than likely or if the prospect
for recovery, in event of default, were to worsen.

An upgrade of the ratings could be considered if Jack Cooper
demonstrates the ability to generate consistently free cash flow
that is deployed to reducing leverage and/or reduces its reliance
on revolver borrowings for normal course operations. As the company
has limited flexibility to reduce the balance of the outstanding
notes and in view of its relatively limited free cash flow
capacity, Moody's foresees little upwards rating pressure in the
near term.

Jack Cooper Enterprises, Inc. is the direct parent of Jack Cooper
Holdings Corp., headquartered in Kansas City, MO, a leading
provider of over-the-road transportation of automobiles, SUVs and
light trucks in the U.S. and Canada. Revenues were $746 million for
the last twelve months ended March 31, 2016.


JD POWER: Moody's Assigns B2 CFR & Rates 1st Lien Debt B1
---------------------------------------------------------
Moody's Investors Service assigned J.D. Power and Associates a B2
Corporate Family Rating and a B2-PD Probability of Default rating,
while assigning a B1 to the proposed senior secured first lien
credit facility and a Caa1 to the proposed senior secured second
lien credit facility.  The ratings outlook is stable.

The proceeds of the rated debt, cash from the balance sheet and
equity from affiliates of XIO Group, will be used to fund the $1.1
billion acquisition of J.D. Power by XIO and pay transaction and
financing related fees and expenses.

Issuer: J.D. Power and Associates

Assignments:

  Corporate Family Rating, Assigned B2
  Probability of Default Rating, Assigned B2-PD
  Senior Secured First Lien Term Loan due 2023, Assigned B1 (LGD3)
  Senior Secured First Lien Revolving Credit Facility due 2021,
   Assigned B1 (LGD3)
  Senior Secured Second Lien Term Loan due 2024, Assigned Caa1
   (LGD6)

Outlook:
  Outlook, Stable

                        RATINGS RATIONALE

J.D.Power's B2 CFR reflects high financial leverage Moody's
anticipates will remain above 5.5 times and expectations for
moderate 3% to 5% revenue growth balanced by solid free cash flow
to debt around 5%.  Small revenue scale, a limited operating scope
and concentrated customer base pressure the ratings.  J.D. Power
provides, proprietary new and used car data, analytics and research
which are important to its customers, including the largest
automotive original equipment manufacturers.  Revenues are
contracted, recurring and visible.  J.D. Power has a solid
reputation for benchmarking consumer opinions as the creators of
the initial quality survey for new cars.  The value of the J.D.
Power brand name is evidenced by about $30 million of very highly
profitable brand name licensing revenue.  A short operating history
as an independent company and the limitations of its carve out
audited financial statements create uncertainty regarding the
stand-alone cost structure and cash flow profile, limiting ratings
upside in the near term.  The risk of aggressive financial policies
by the private financial sponsor owner also weighs on the ratings.
Moody's considers liquidity to be good and is supported by
expectations for at least $25 million of free cash flow and a fully
available $35 million revolving credit facility.

All financial metrics cited reflect Moody's standard adjustments.

The stable outlook reflects Moody's expectations for continued
customer growth and regular price increases to lead 3% to 5%
revenue growth, EBITA margins of at least 20% and free cash flow to
debt around 5%.  The ratings could be upgraded if Moody's expects
J.D. Power will maintain 1) debt to EBITDA below 4.5 times; 2)
EBITA to interest expense around 3 times; and 3) balanced financial
policies.  The ratings could be downgraded if Moody's anticipates
1) debt to EBITDA sustained above 6.0 times; 2) EBITA to interest
expense below 1.5 times 3) free cash flow to debt below 2%; 4)
diminished liquidity; or 5) more aggressive financial policies.

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

J.D. Power, based in Costa Mesa, CA, is a global consumer
intelligence and data and analytics company focused in the
automotive and other industries being acquired by affiliates of
XIO.  Moody's expects J.D. Power to generate revenue of about $350
million in 2016.


JOHN PAUL SMITH: Court Reverses Dismissal of Foreclosure Suit
-------------------------------------------------------------
The Court of Appeals of North Carolina reversed the decision of the
Superior Court and remanded the case captioned IN THE MATTER OF THE
FORECLOSURE OF A DEED OF TRUST EXECUTED BY JOHN PAUL SMITH DATED
NOVEMBER 10, 2007 AND RECORDED IN BOOK RB 913 AT PAGE 432 IN THE
COLUMBUS COUNTY PUBLIC REGISTRY, NORTH CAROLINA, No. COA15-195,
because the amended plan was not in fact confirmed in the case.

Petitioner Wells Fargo Bank appeals the superior court's order
dismissing this foreclosure action brought against respondent John
Paul Smith. On appeal, petitioner contends that the superior court
erred when it found that the trustee had no right to foreclose on
the deed of trust and dismissed the foreclosure action based on the
erroneous conclusion that petitioner's lien was void, having been
extinguished by confirmation of respondent's amended bankruptcy
plan.

All of respondent's arguments in support of the superior court's
order assume that respondent's amended plan of reorganization was
confirmed. The bankruptcy court has expressly determined that
respondent's amended plan was not confirmed and the United States
District Court has affirmed.

A full-text copy of the Decision dated May 10, 2016 is available at
https://is.gd/1hCAb9 from Leagle.com.

Womble Carlyle Sandridge & Rice, LLP, by B. Chad Ewing, Esq. --
cewing@wcsr.com and Amanda G. Ray, Esq. -- aray@wcsr.com for
petitioner-appellant.

The Law Offices of Oliver & Cheek, PLLC, by Ciara L. Rogers, Esq.,
George Mason Oliver, Esq., and Clayton W. Cheek, Esq. for
respondent-appellee.


K.M. VILLAS: Hires Songer as Forensic Expert
--------------------------------------------
K.M. Villas LLC, seeks authority from the U.S. Bankruptcy Court for
the Southern District of Florida to employ Mark Songer as forensic
expert to the Debtor, nunc pro tunc to May 9, 2016.

K.M. Villas requires Songer to examine the original note held by
HSBC Bank, and report Songer's findings to the Bankruptcy Court.

Songer will be paid at these hourly rates:

     Mark Songer              $425
     Personnel                $205 - $375

Songer will be paid a retainer of $5,000, of which $2,750 is
non-refundable.

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

Mark Songer, 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.

Songer can be reached at:

     Mark Songer
     ROBSON FORENSIC, INC.
     720 S Colorado Blvd, Suit 650-N
     Denver, CO 80246
     Tel: (303) 388-0372
     Fax: (303) 374-2444

                       About K.M. Villas

K.M. Villas LLC, based in Miami, Florida, filed a Chapter 11
petition (Bankr. S.D. Fla. Case No. 15-14807) on March 16, 2015.
Judge Robert A Mark presides over the case. The Debtor listed $1.3
million in assets and $2.76 million in liabilities. The petition
was signed by Kevin Hinds, member.


KEMET CORP: Incurs $53.6 Million Net Loss in 2015
-------------------------------------------------
KEMET Corporation filed with the Securities and Exchange Commission
its annual report on Form 10-K disclosing a net loss of $53.6
million on $735 million of net sales for the fiscal year ended
March 31, 2016, compared to a net loss of $14.1 million on $823
million of net sales for the fiscal year ended March 31, 2015.

As of March 31, 2016, Kemet Corp had $703 million in total assets,
$590 million in total liabilities and $112 million in total
stockholders' equity.

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

                       https://is.gd/jjYD1o

William M. Lowe, Jr., executive vice president and chief financial
pfficer of KEMET Corporation, will provide certain investor
information, including investor presentations commenced on Thursday
May 26, 2016, in Hollywood, California at 9:30 a.m. pacific
daylight time.  The slide package prepared by the Company for use
in connection with these presentations can be accessed for free at
https://is.gd/g3y0Ps

                           About KEMET

KEMET, based in Greenville, South Carolina, is a manufacturer and
supplier of passive electronic components, specializing in
tantalum, multilayer ceramic, film, solid aluminum, electrolytic,
and paper capacitors.  KEMET's common stock is listed on the NYSE
under the symbol "KEM."

                           *     *     *

As reported by the TCR on March 26, 2013, Moody's Investors
Service downgraded KEMET Corp.'s Corporate Family Rating to 'Caa1'
from 'B2' and the Probability of Default Rating to 'Caa1-PD' from
'B2- PD' based on Moody's expectation that KEMET's liquidity will
be pressured by maturing liabilities and negative free cash flow
due to the interest burden and continued operating losses at the
Film and Electrolytic segment.

As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on KEMET to 'B-' from
'B+'.  "The downgrade is based on continued top-line and margin
pressures and lagging results from the restructuring of the Film &
Electrolytic [F&E] business, which combined with cyclical weak
end-market demand, has resulted in sustained, elevated leverage
well in excess of 5x, persistent negative FOCF, and diminishing
liquidity," said Standard & Poor's credit analyst Alfred
Bonfantini.

The TCR reported in August 2014 that S&P revised its outlook on
KEMET to 'stable' from 'negative'.  S&P affirmed the ratings,
including the 'B-' corporate credit rating.


KOBE RESTAURANT: 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 Kobe Restaurant Group LLC.

Kobe Restaurant Group LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Fla. Case No. 16-50103) on April 4,
2016.  The Debtor is represented by Robert C. Bruner, Esq.


KRONOS WORLDWIDE: Moody's Lowers CFR to B1, Outlook Negative
------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Ratings
and the Probability of Default ratings of Kronos Worldwide, Inc. to
B1 from Ba3 and B1-PD from Ba3-PD, respectively.  Other ratings
downgraded at this time include the Senior Secured Term Loan of
Kronos to B2 from B1.  The Speculative Grade Liquidity Rating of
Kronos is unchanged at SGL-3.  The outlook on the ratings is
negative.  These actions conclude the review begun on Jan. 27,
2016.

"The trendline in TiO2 prices this year will determine if Kronos'
ratings stabilize at the B1 level, or warrant a further downgrade
later this year if prices and metrics fail to sufficiently
recover," according to Joseph Princiotta, VP -- Senior Credit
Officer at Moody's.

Issuer: Kronos Worldwide, Inc

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

  Corporate Family Rating, Downgraded to B1 from Ba3

  Senior Secured Bank Credit Facility (Term Loan), Downgraded to
   B2 (LGD5) from B1 (LGD5)

  Outlook, Changed To Negative from Rating Under Review

  Speculative Grade Liquidity Rating, Unchanged SGL-3

                         RATINGS RATIONALE

The downgrade reflects the extent to which Kronos metrics have come
under pressure due to the cyclical weakness in the TiO2 pigment
markets, while at the same time Moody's recognizes the
industry-wide price increases proposed and the strong possibility
that a portion of the proposed price increase will be realized for
the first time in a while and begin to have a meaningful positive
impact on second quarter results.  Beyond that, further upside to
prices might be possible as the industry has proposed additional
rounds of price hikes.  However, given the still unfavorable
balance of global supply and demand, Moody's believes the outlook
for TiO2 prices in the latter part of this year remains uncertain
and there's still a reasonable risk that beyond the current
seasonally strong first half any recovery in prices could still
reverse towards year end.

Assuming only a modest increase in realized prices this year,
Moody's estimates that Kronos' free cash flow is likely to be
slightly negative and cash balances will trend lower in 2016,
assuming only modest help from working capital and continuation of
dividend payments.  Moody's recognizes that free cash flow would be
positive if TiO2 price increases continue to recover and achieve
all or nearly all of the industry's first proposed hike of $150 per
ton, or if only a portion of this amount is achieved and the
company decides to reduce its dividend.

Historically, a modest debt level ($337.5 million term loan as of
March 31, 2016,) and management's maintenance of a relatively
conservative financial philosophy have supported the Ba3 profile,
particularly over the last few years when prices and margins were
no worse than moderate.  But the severe and surprising drop in TiO2
prices through 2015 has diminished cash flow and EBITDA, resulting
in elevated leverage and cash flow coverage for the Ba3 category.

Kronos' adjusted leverage (Debt/EBITDA) increased to 10.4x as of
March 31, 2016, from 6.5x at year end 2015, but is expected to
trend favorably as price increases begin to take hold.  Assuming
only a portion of the first price proposal is realized, Moody's
estimates adjusted leverage would trend towards 6.0x by year end
2016.  Moody's standard analytical adjustments add $245 million to
debt to adjust for unfunded pension liabilities and operating
leases.

Kronos' credit profile benefits from modest strength as a producer
of both chloride and sulfate TiO2 pigment, good customer and
end-market diversity, geographic diversity, and back integration
into its own ilmenite mine in Norway, which supplies 100% of the
company's sulfate process raw material needs, while about one third
of ilmenite mined is sold to third parties.  Recent weakness in the
Norwegian Krone against the US Dollar has improved profitability at
this mine, albeit the benefit has been masked recently due to the
weakness in pigment markets.

The firm also benefits from geographic diversity with plants in
North America and Europe (although the majority of its production
capacity is in Europe), and operational diversity (six pigment
plants and one ore mine).  Kronos' market share (approximately 8%
of global sales volumes) is a modest positive for the business
profile, while the company's scale (roughly $1.3 billion in
revenues and $0.5 billion of net PP&E as of March 31, 2016) limits
the rating.

The rating also reflects the company's product concentration
(mostly TiO2 pigments), and the highly cyclical commodity nature of
the TiO2 pigment industry.  Despite the fact that the end markets
for TiO2 are only moderately cyclical (e.g., paints, plastics and
paper), the industry has a history of severe swings in prices and
profits.

The Speculative Grade Liquidity rating of SGL-3 reflects an
adequate liquidity position supported by cash balances ($56 million
as of March 31, 2016,) and availability under its two revolving
credit facilities, which include a $125 million ABL revolver that
supports its North American operations and a EUR120 million
revolver that supports its European operations.

The $125 million North American revolver due June 2017 is subject
to a borrowing base and had $9 million outstanding and $79 million
availability as of March 31, 2016.  The facility has no maintenance
covenants, but the fixed charge coverage ratio must be at least 1:1
to draw the last 10%.  The EUR120 million European revolver due
September 2017 was undrawn as of March 31, 2016.  This facility has
no maintenance covenants, but availability is currently limited to
6% or EUR7 million due to a net debt to EBITDA test; availability
under this facility is expected to rise as EBITDA increases.  The
senior secured term loan B due 2020 has no maintenance financial
covenants.

The negative outlook reflects the risk that TiO2 prices might not
rise sufficiently to restore credit metrics and cash flow, or that
prices might decline again in the latter part of the year, although
this is not Moody's base case expectation.

An upgrade is not within the realm of possibilities at this time.
However, Moody's would consider an upgrade if leverage falls below
2.5x and retained cash flow to debt of 20%, on a sustained basis.

Moody's would consider a downgrade if price increases stall or are
insufficient to bolster metrics and free cash flow, which could
also be aggravated if management fails to diminish the dividend in
a timely fashion and allow cash balances to deplete under the
scenario where industry conditions and prices surprise to the
downside.

Structural Considerations -- The senior secured term loan B due
2020 is rated one notch below the Kronos CFR, as a result of being
structurally subordinated to the revolver debt at its European
subsidiaries and its non-debt obligations at its subsidiaries.
Additionally, the senior secured term loan B has a second priority
claim on certain US assets after the ABL credit facility.  Kronos'
operating assets are outside the US or, in the case of one plant,
part of a joint venture in the US.  As a result, the collateral
coverage for the senior secured term loan B is low.

The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013.

Kronos Worldwide, Inc., headquartered in Dallas, TX, is a producer
of titanium dioxide (TiO2) pigments and is the fourth largest
producer of TiO2 in the world.  As of March 31, 2016, Valhi, Inc.
(NYSE: VHI) directly held approximately 50% of KRO's outstanding
common stock and NL Industries, Inc. (NYSE: NL, 83% owned by VHI),
held an additional 30% of KRO's common stock.  Approximately 93% of
Valhi's stock is held by Contran Corporation.  Kronos operates six
plants (four in Europe operated under Kronos International, Inc.
(KII), one in the U.S., one in Canada) and reported revenues of
$1.3 billion for the twelve months ended March 31, 2016.


LA CASA DEL MAESTRO: Hires Juan C. Vazquez Hernandez as Accountant
------------------------------------------------------------------
La Casa Del Maestro y El Estudiante, Inc., seeks permission from
the U.S. Bankruptcy Court for the District of Puerto Rico to employ
Juan C. Vazquez Hernandez, CPA, as accountant.

Mr. Hernandez will provide general accounting, taxes and overall
financial consulting services in connection with the bankruptcy
case.  He will provide these services:

      a. reconciliation of financial information to assist the
         Debtor in preparation of monthly operating reports;

      b. assist in the reconciliation and clarification of proof
         of claims filed and amounts due to creditors;

      c. assist the Debtor and its counsel in the preparation of
         the supporting documents for the Chapter 11
         reorganization plan.

Mr. Hernandez will be paid $200 monthly.

Mr. Hernandez assures the Court that he is  disinterested person as
defined in 11 U.S.C. Section 101(14).

Mr. Hernandez can be reached at:

         Juan C. Vazquez Hernandez, CPA
         HC-67 Box 13158
         Bayamon, PR 00956
         Tel: (787) 294-0633
         Fax: (787) 294-0635
         E-mail: cpajuancvazquez@gmail.com

The Debtor's counsel can be reached at:

         Mercado & Conaway Law Office
         Wigberto Mercado, Esq.
         Carmen L. Conaway Mediavilla, Esq.
         P.O. Box 9020281
         San Juan, PR 00902-0281
         Tel: (787) 269-8844
         E-mail: lcdowmercado@yahoo.com

La Casa Del Maestro Y El Estudiante, Inc., filed for Chapter 11
bankruptcy protection (Bankr. D.P.R. Case No. 16-01241) on Feb. 22,
2016.  Wigberto Mercado Barbosa, Esq., at Mercado & Conaway Law
Office serves as the Debtor's bankruptcy counsel.


LA ESTRELLA: Wants Time to Confirm Plan Extended by 90 Days
-----------------------------------------------------------
La Estrella Fast Food, Inc., asks the U.S. Bankruptcy Court for the
District of Puerto Rico to extend by 90 days the time to obtain
confirmation of its plan of reorganization.

The Debtor's exclusivity period ends on May 30, 2016, but the
Debtor has not been able to confirm a plan because of the contested
issues pending between biggest creditor in this case and the
Debtor.

On Aug. 14, 2015, the Debtor filed its proposed plan of
reorganization.  The Debtor filed its Amended Plan of
Reorganization on Aug. 31, 2015.  The Court entered an order to
scheduled the confirmation hearing for Oct. 7, 2015, at 9:00 a.m.

The Debtor sought relief under Chapter 11 because of the possible
cancellation of lease contract and imminent eviction by Caribbean
Restaurant, Inc, due to the assertion that debtor was in arrears
with his lease contract.  The truth of the matter is that he
contested the validity of an electrical substation in the amount of
$60,000 not contemplated in the original remodeling contract in the
amount of $308,000.

On Oct. 2, 2015, creditor Caribbean Restaurants, LLC, filed an
objection to the confirmation of Debtor's Amended Plan.  On Jan.
14, 2016, creditor Caribbean Restaurants, LLC, also filed a motion
to lift the automatic stay if the pre-petition arrears were not
cured within 30 days.

Caribbean Restaurant asserts that debtor is in arrears with the
lease agreement.  The Debtor has provided the evidence of being
current because of an excess payment over the last two years of CAM
charges.

According to the Debtor, creditor Caribbean Restaurant failed to
disclose their true intentions from the beginning of the case.  As
one can see from the history of the case, a lot of time was wasted
because creditor had made representations that they are willing to
negotiate the prepetition arrears and that they wanted La Estrella
to continue operating Business as usual.

The Debtor assures the Court that the Plan is confirmable, because
it has the necessary base to pay all creditors, now that the debtor
will pay the prepetition arrears outside the plan more money will
be available for the Plan.  The Debtor is seeking a modification
with Banco de Desarrollo to increase its cash flow and has already
met with them.

La Estrella Fast Food, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. P.R. Case No. 15-02687) on April 10, 2015.

The Debtor is represented by:

      María Soledad Lozada Figueroa
      LOZADA LAW & ASSOCIATES
      P.O. Box 9023888
      San Juan, P.R. 00902-3888
      Tel: (787) 200-0673
      Cel: (787) 533-1400
      E-mail: msl@lozadalaw.com


LEGACY BENEFITS: Moody's Lowers Rating on Cl. B Notes to B1
-----------------------------------------------------------
Moody's Investors Service has downgraded the Class A Notes and the
Class B Notes issued by Legacy Benefits Life Insurance Settlements
2004-1 LLC.  The underlying collateral consists of a pool of
universal life insurance policies and annuity contracts purchased
on the lives of the insured individuals.  Amounts received under
the fixed payment annuity contracts are designated to cover the
future premium payments on the corresponding insurance policies, as
well as the interest and principal on the notes.

The complete rating actions are:

Issuer: Legacy Benefits Life Insurance Settlements 2004-1 LLC

  Cl. A, Downgraded to Baa1 (sf); previously on Feb. 24, 2016,
   A3 (sf) Placed Under Review for Possible Downgrade

  Cl. B, Downgraded to B1 (sf); previously on Feb. 24, 2016,
   Downgraded to Ba2 (sf) and Placed Under Review for Possible
   Downgrade

                        RATINGS RATIONALE

The rating actions are driven by the risk of potential insurance
policy lapses and also subordination in the case of the Class B
Notes.  Policy lapses occur when the account value for a policy
depletes completely, and there are no funds remaining to apply to
the cost of insurance.  The annuities may not be able to keep up
with the rise in the cost of insurance of the corresponding
insurance policies, thus depleting the account values.  In
addition, there is risk of policy lapses as the insured individuals
age and approach their policies' corresponding maturity dates, if
any.  Moody's anticipates that some policies might be at risk of
lapsing over the next few years assuming a continued rising cost of
insurance and the potential for continued decreased mortality
rates.  There have been five policy lapses so far in a pool of 39
policies as of closing.

The current pool consists of 21 policies with a total of
$43.2 million face amount.  The credit enhancement for the Class A
and Class B Notes from subordination and overcollateralization
(total face amount of the outstanding policies minus the total
outstanding principal balance) is 29.0% and 9.3% respectively as of
May 2016 payment date.  The levels of credit enhancement for the
Notes could fall, assuming a continued rising cost of insurance and
low mortality among the insureds.  The Class A Notes benefit from
seniority in the capital structure, as Class A interest is paid
before Class B interest, and principal payments to Class B
shall begin only when Class A is completely paid off.

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

Change in mortality or lapse risk as well as change in the
insurance financial strength ratings of the life insurance
companies and annuity providers.

The principal methodology used in these ratings was "Moody's
Approach to Monitoring Life Insurance ABS" published in January
2015.


LEUCADIA NATIONAL: Moody's Affirms Ba1 CFR, Outlook Stable
----------------------------------------------------------
Moody's Investors Service affirmed Leucadia National Corporation's
Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating,
Ba2 senior unsecured debt instrument ratings, and the SGL-3
Speculative Grade Liquidity rating.  The stable ratings outlook
remain unchanged.

Issuer: Leucadia National Corporation:

Ratings Affirmed:

  Corporate Family Rating, Ba1;

  Probability of Default Rating, Ba1-PD;

  Senior Unsecured Shelf Rating, (P) Ba2;

  $750 million senior unsecured notes due 2023, Ba2 (LGD5);

  $250 million senior unsecured notes due 2043, Ba2 (LGD5);

  Speculative Grade Liquidity Rating, SGL-3.

  The ratings outlook is stable.

                         RATINGS RATIONALE

The affirmation of Leucadia's Ba1 CFR reflects the uplift from its
investment in Jefferies (rated Baa3) and its financial policies
guiding investment concentration.  The rating also benefits from
management's investment track record and the ongoing turnaround at
National Beef, its second largest investment.  Moody's expects
Leucadia to prudently manage its investment portfolio while
maintaining adequate liquidity at the parent holding level that is
sufficient to offset the risk profile of its investments.  The
rating considers the company's significant leverage with projected
2016 Debt to EBITDA estimated at over 8 times on a consolidated
basis and over 6 times excluding Jefferies.  However, Moody's
believes the leverage metrics are improving and consider in the
rating that Leucadia has significant marketable securities and
investments that can be liquidated.  Overall Moody's considers the
company to have adequate liquidity in part because of its lack of a
revolver and the volatility of its cash flows as so much of its
performance comes from capital appreciation of its investments. The
rating also benefits from extended debt maturities.

Leucadia's investments span a wide range of industries including
financial services (largely through its ownership in Jefferies),
meat processing (through National Beef), real estate, and other
areas which it typically holds with an open time horizon.  In
Moody's view, the company's diversification and investment
concentration policies help limit exposure to industry-specific
downside scenarios.  However, Moody's notes that Leucadia's more
recent investments have increased its exposure to the financial
services industry which could negatively impact its portfolio if a
prolonged financial services downturn occurs.

As Leucadia's other investments are dwarfed by the size of
Jefferies, Moody's views Jefferies' Baa3 credit quality to be
supportive of Leucadia's overall credit rating.  Moreover, the
Jefferies rating helps balance out the weaker performance of some
of its other investments such as meat processor National Beef which
has meaningfully underperformed expectations since its purchase but
is finally on an upswing because the domestic cattle herd levels
are being restocked.  Notably, for the first quarter of 2016,
National Beef pre-tax income was $21 million versus a pre-tax loss
of $34 million.

Moody's believes that Leucadia will maintain a balanced investment
philosophy as it relates to the investment concentration of its
portfolio.  The company states through public filings its policies
towards investment concentration and liquidity such that its single
largest investment will not be more than 20% of equity excluding
Jefferies, and that its second-largest investment will be no more
than 10% of equity excluding Jefferies.  Moody's believes these
commitments help reduce the likelihood that large investments over
a short period of time would meaningfully change the company's risk
profile.  However, while the company limits its investment
concentration, there is still the possibility that numerous
investments in financial services will perform in sync during a
downturn thereby reducing the benefits of low concentration in
specific investments.

The stable rating outlook reflects expectations that the company
will maintain adequate liquidity and manage its investment
portfolio in a manner consistent with the financial policies that
it has publicly disclosed including maximum investment
concentrations outside of Jefferies.

Positive ratings traction would be helped by an upgrade in
Jefferies rating.  However, an upgrade in Jefferies rating is not a
precursor for an upgrade to Leucadia's rating.  In order for the
rating to be upgraded the company's investments and owned companies
need to be stronger credits on their own.  The company has
historically been opportunistic and bought out of favor assets.
While this strategy has been implemented well, many of its
investments would historically be rated in the B rating category.
An improved liquidity profile so that the company is able to
support its investments in a downturn would also be a consideration
of positive future credit prospects of Leucadia.

Jefferies' performance and its ability to maintain its investment
grade rating will remain an ongoing consideration in Leucadia's
rating.  If a downgrade in Jefferies Group LLC, were to occur, it
would likely pressure Leucadia's ratings.  Moreover, a deviation
from its stated public guidance as to leverage, investment
concentration, liquidity, and other factors, could adversely affect
the rating depending on numerous factors including the duration of,
and the reason for, the deviation.  Hence, debt funded acquisitions
or a significant reduction in cash and investments could pressure
the rating.  A significant concentration in a volatile sector or
industry sub segment, such as hedge funds, could pressure the
rating if the industry was considered volatile.

The principal methodology used in these ratings was Investment
Holding Companies and Conglomerates published in December 2015.

Leucadia National Corporation, headquartered in New York, New York,
is a diversified holding company engaged in a variety of
businesses, including investment banking through its wholly-owned
subsidiary Jefferies Group LLC, manufacturing, beef processing, oil
and gas exploration and production, asset management, and other
operations.  The company also has significant investments in public
companies and owns equity interest in operating businesses which
are not publicly traded.  Total shareholder's equity was over $10
billion as of March 31, 2016.


LIFE PARTNERS: Schnitman Seeks Dismissal of Trustee's Claims
------------------------------------------------------------
Defendant Paul Schnitman asks the U.S. Bankruptcy Court for the
Northern District of Texas, Fort Worth Division, to dismiss the
claims made against him in the original complaint filed by Trustee
H. Thomas Moran II, and entirely dismiss him from the adversary
proceeding.

"The Complaint asserts numerous generic allegations and claims of
fraud against multiple defendants, without distinguishing among any
of the defendants and without giving specific dates of alleged
misconduct.  Each defendant is alleged to have been a salesman (a
"Licensee", a "Master Licensee" or a "Referring Licensee") for
various debtor entities, Life Partners Holdings, Inc. ("Holdings"),
Life Partners, Inc. ("Inc.") and Life Paltners Financial Services,
Inc. ("Services")(with the debtor entities being collectively
referred to herein as "Life Partners")... the Trustee makes
allegations against specific licensees, possibly including
Defendant, who, on behalf of Life Partners, marketed and sold
interests,in life insurance policies to third-party investors...
The Complaint makes various ciain1s against Defendant, all of which
appear to primarily stem from allegations that Defendant, in a
coordinated "scheme" with Life Partners, made misrepresentations
about Life Partners' financial products, and, between 2008 and
2015, received "excessive fees and commissions" amounting to
"fraudulent transfers." ...the claims asserted in the Complaint do
not meet pleading standards set forth in Rule 9 and 12 of the
Federal Rules of Civil Procedure," Mr. Schnitman avers.

Paul Schnitman is represented by:

          Randy J. Hall, Esq.
          Kyle B. Fonville, Esq.
          DECKER, JONES, PC
          801 Cherry Street, Suite 2000
          Burnett Plaza, Unit 46
          Fort Worth, TX 76102
          Telephone: (817)336-2400
          Facsimile: (817)332-3043
          E-mail: rhall@deckerjones.com
                  kfonville@deckerjones.com

                   About Life Partners Holdings

Headquartered in Waco, Texas, Life Partners Holdings, Inc. --
http://www.lphi.com/-- is the parent company engaged in the   
secondary market for life insurance, commonly called "life
settlements."  Since its incorporation in 1991, Life Partners,
Inc.
has completed over 162,000 transactions for its worldwide client
base of over 30,000 high net worth individuals and institutions in
connection with the purchase of over 6,500 policies totaling over
$3.2 billion in face value.

LPHI is a publicly traded company incorporated in Texas and its
common stock has been delisted from the NASDAQ (formerly trading
under the symbol LPHI).

Life Partners Holdings sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20,
2015.

The case is assigned to Judge Russell F. Nelms.  J. Robert
Forshey, Esq., at Forshey & Prostok, LLP, serves as counsel to the
Debtor.

LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities
as of the Chapter 11 filing.

The official committee of unsecured creditors formed in the case
tapped Munsch Hardt Kopf & Harr, P.C., as counsel.

Tracy A. Bolt of BDO USA, LLP was named as examiner for the
Debtor's case.  At the behest of the U.S. Securities and Exchange
Commission, the U.S. Trustee, and the Creditors Committee, the
Court ordered the appointment of a Chapter 11 trustee.  On March
13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee
in LPHI's case.  The trustee is represented by Thompson & Knight
LLP.

The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for
LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No.
15-41995) and LPI Financial Services, Inc. (Case No. 15-41996).

Life Partners is estimated to have $100 million to $500 million in
assets and more than $1 billion in debt.  LPI Financial estimated
less than $50,000.


LIME ENERGY: Gets Noncompliance Notice from NASDAQ
--------------------------------------------------
Lime Energy Co. received on May 20, 2016, a notice from The NASDAQ
Stock Market LLC indicating that the Company currently does not
meet the continued listing requirement set forth in Listing Rule
5550(b)(1), which requires companies listed on the Nasdaq Capital
Market to maintain a minimum of $2.5 million in stockholders’
equity for continued listing.  The Notice indicated that the
Company also does not meet Nasdaq's alternatives for market value
of listed securities or net income from continuing operations.

The Company has 45 days, from the date of the Notice, to submit a
plan to regain compliance.  The Company anticipates submitting such
a plan to Nasdaq within the requisite period.  If Nasdaq accepts
the Company's plan, then Nasdaq may grant the Company a 180-day
extension from the date of the Notice to evidence compliance.  If
the Company is not granted an extension or is granted an extension
but is unable to evidence compliance during the extension period,
Nasdaq may issue a delisting determination. The Company would then
have the option to request a hearing to review the matter, which
request will ordinarily suspend the delisting action until the
hearing panel issues a decision.

There can be no assurance that the Company will be successful in
receiving a 180-day extension to regain compliance or in
maintaining its listing on the Nasdaq Capital Market, which could
impair the liquidity and market price of the Company's common
stock.  Nasdaq's determination to delist the Company's common stock
could materially and adversely affect the Company's access to
capital markets and its ability to raise capital on acceptable
terms, if at all.

                        About Lime Energy

Headquartered in Huntersville, North Carolina, Lime Energy Co. --
http://www.lime-energy.com/-- is engaged in planning and
delivering clean energy solutions that assist its clients in their
energy efficiency and renewable energy goals.  The Company's
solutions include energy efficient lighting upgrades, energy
efficient mechanical and electrical retrofit and upgrade services,
water conservation, building weatherization, on-site generation
and renewable energy project development and implementation.  The
Company provides energy solutions across a range of facilities,
from high-rise office buildings, distribution facilities,
manufacturing plants, retail sites, multi-tenant residential
buildings, mixed use complexes, hospitals, colleges and
universities, government sites to small, single tenant facilities.

Lime Energy reported a net loss available to common stockholders of
$4.44 million on $113 million of revenue for the year ended Dec.
31, 2015, compared to a net loss available to common stockholders
of $5.60 million on $58.8 million of revenue
for the year ended Dec. 31, 2014.

As of March 31, 2016, Lime Energy had $47.5 million in total
assets, $38.8 million in total liabilities, $11.05 million in
contingently redeemable series C preferred stock and a total
stockholders' deficiency of $2.27 million.


LUCKY SOIL: Ch.11 Trustee to Hire Nathan Sommers as Counsel
-----------------------------------------------------------
The Chapter 11 trustee of Lucky Soil Investment LLC seeks approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to hire Nathan Sommers Jacobs P.C. as his general bankruptcy
counsel.

Ronald Sommers, the bankruptcy trustee, tapped the firm to provide
these services:

     (a) analyze and prosecute actions regarding insider
         transactions and third-party dealings;

     (b) institute non-routine objections to proofs of claim
         asserted against the estate;

     (c) represent the trustee in any litigation filed against
         him;

     (d) analyze and prosecute actions regarding avoidance of
         setoffs and avoidable transfers;

     (e) represent the estate in any other lawsuits or adversary
         proceedings as necessary;

     (f) assist with the employment of professionals by the
         estate, obtain court approval to pay those professionals,

         and, when necessary, object to unreasonable fee
         applications;

     (g) investigate executory contract relationships of the
         Debtor and institute proceedings to assume or reject such

         contracts;

     (h) analyze business associations of the Debtor or debts
         owing to the Debtor, determine the interest of the
         estate, and prosecute any actions necessary to effect the

         recovery and liquidation of such interest or obligations;

     (i) prepare for and prosecute any necessary examinations;
          
     (j) provide legal advice on matters involving taxation of the

         estate; and

     (k) prepare and solicit approval for a Chapter 11 plan and
         disclosure statement.

Jarrod Martin, Esq., at Nathan Sommers, has been designated as
attorney-in-charge who will be responsible for the representation
of the trustee.  Mr. Martin will be paid $315 per hour.

Mr. Martin disclosed in a court filing that his firm does not
represent interest adverse to the Debtor's estate.

Nathan Sommers can be reached through:

     Jarrod B. Martin
     Nathan Sommers Jacobs P.C.
     2800 Post Oak Boulevard, 61St Floor
     Houston, TX 77056
     Tel: (713) 960-0303
     Fax: (713) 892-4800 (fax)

                   About Lucky Soil Investment

Lucky Soil Investment LLC sought protection under Chapter 11 of the
Bankruptcy Code in the Southern District of Texas (Houston) (Case
No. 16-31756) on April 4, 2016.

The petition was signed by Cathy Nguyen, managing director. The
Debtor is represented by John Robert Brown, Jr., Esq., at     Gamal
Dang & Associates.

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


M SPACE HOLDINGS: Hires Gordon Brothers as Liquidator
-----------------------------------------------------
M Space Holdings, LLC, seeks authority from the U.S. Bankruptcy
Court for the District of Utah to employ Gordon Brothers Commercial
& Industrial, LLC as asset liquidator to the Debtor.

M Space Holdings requires Gordon Brothers to:

   -- assist with the sale of substantially all of the Debtor's
      assets;

   -- develop and recommend appropriate strategies for the sale
      of the assets, pricing and presentation of the assets, and
      recommendations to the Debtor regarding the acceptability
      of sale offers obtained;

   -- recommend with respect to other operational matters in
      connection with the implementation of a sale of
      substantiall all of the Debtor's assets.

Gordon Brothers will be paid with a percentage fee of 1.5% of the
gross proceeds received from the sale of the Debtor's assets,
including without limitation any buyer's premium received thereon,
plus expenses.

To the best of the Debtor's knowledge the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.

Gordon Brothers can be reached at:

     Gordon Brothers Commercial & Industrial, LLC
     Prudential Tower
     800 Boylston Street, 27th Floor
     Boston, MA 02199
     Tel: (888) 424-1903
     Fax: (617) 422-6222

                     About M Space Holdings

M Space Holdings, LLC is a provider of turnkey complex modular
space solutions. The Debtor sought protection under Chapter 11 of
the Bankruptcy Code in the U.S. Bankruptcy Court for the District
of Utah (Salt Lake City) (Case No. 16-24384) on May 19, 2016. The
petition was signed by Jeffrey Deutschendorf, chief executive
officer and president.

The case is assigned to Judge Joel T. Marker. The Debtor's asset
Liquidator is Gordon Brothers Commercial & Industrial, LLC.

The Debtor estimated both assets and liabilities in the range of
$50 million to $100 million.


MAGNA CLEANERS: Hires John Solt as Chapter 11 Counsel
-----------------------------------------------------
Magna Cleaners, Inc., seeks authority from the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania to employ John R. K.
Solt, P.C. as counsel to the Debtor.

Magna Cleaners requires Solt to:

   a. advise and assist the Debtor in the preparation of the
      Schedules and Statement of Affairs;

   b. represent the Debtor at the initial meeting with the U.S.
      Trustee's representative and at the meeting of creditors;

   c. prepare pleadings and applications and conduct examinations
      incidental to any related proceedings or to the
      administration of this case;

   d. examine and challenge, when necessary, the claims of
      creditors in this case;

   e. advise the Debtor of its rights, duties and obligations as
      Debtor in a chapter 11 bankruptcy proceeding;

   f. taking any and all other necessary action incident to the
      proper preservation and administration of this Chapter 11
      case;

   g. advise and assist the Debtor in the formation and
      confirmation of a plan of reorganization pursuant to
      Chapter 11 of the Bankruptcy Code, and any and all matters
      related thereto.

   h. assist special counsel as may be necessary and appropriate.

Solt will be paid at these hourly rates:

     John R.K. Solt                 $275
     Paralegals                     $100
     Administrative Assistants      $40

Solt will be paid a retainer in the amount of $7,000.

John R.K. Solt, 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.

Solt can be reached at:

     John R.K. Solt, Esq.
     2045 Westgate Drive, Suite 404B
     Bethlehem, PA 18017
     Tel: 610-865-2465
     Fax: 610-691-2018

Magna Cleaners, Inc. filed a Chapter 11 petition (Bankr. E.D. Pa.
Case No. 4:16-bk-13645) on May 20, 2016.  Judge Richard E Fehling
presides over the case.


MAHI LLC: Seeks to Hire Stewart Robbins as Legal Counsel
--------------------------------------------------------
Mahi, LLC and OM Hospitality, LLC seek approval from the U.S.
Bankruptcy Court for the Middle District of Louisiana to hire
Stewart Robbins & Brown, LLC as their legal counsel.

The attorneys and staff who are anticipated to assist the Debtors
during their bankruptcy and their hourly rates are:

     Professionals           Hourly Rates
     -------------           ------------
     Ryan J. Richmond            $315
     P. Douelas Stewart, Jr.     $360
     Brandon A. Brown            $350
     William S. Robbins          $350
     Brooke Altazan              $275
     Staff                        $90

Ryan Richmond, Esq., a member of Stewart Robbins, disclosed in a
court filing that the firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.

Stewart Robbins can be reached through:

     Ryan J. Richmond
     Brandon A. Brown
     Brooke Altazan
     Stewart Robbins & Brown, LLC
     620 Florida Street, Suite 100 (70810-1747)
     P.O. Box 2348
     Baton Rouge, LA 70821-2348
     Tel: (225) 231-9998
     Fax: (225) 709-9467
     E-mail: rrichmond@stewartrobbins.com
             bbrown@stewartrobbins.com
             baltazan@stewartrobbins.com

                      About Mahi LLC

Mahi, LLC and OM Hospitality, LLC sought protection under Chapter
11 of the Bankruptcy Code in the Middle District of Louisiana
(Baton Rouge) (Case Nos. 16-10601 and 16-10602) on May 24, 2016.
The petitions were signed by Bhagirath Joshi, manager.

The cases are assigned to Judge Douglas D. Dodd.  A motion for
joint administration of the cases is pending.  

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


MCK MILLENNIUM: Exclusive Plan Filing Period Extended to June 27
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois has
extended, at the behest of MCK Millennium Centre Realty, LLC, the
Debtor's time to file its plan and disclosure statement through and
including June 27, 2016.

The plan status hearing set for June 7, 2016, at 10:30 a.m. is
stricken and will instead be held on July 5, 2016, at 10:30 a.m.

                       About MCK Millennium

MCK Millennium Centre Realty, LLC, filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 16-06369) on February 25, 2016. The
petition was signed by by William A Marovitz, member.  Hon. Jack B.
Schmetterer presides over the case.  The Debtor estimated assets of
$10 million to $50 million and estimated debts of $0 to $50,000.


MIDSTATES PETROLEUM: Seeks to Hire Evercore as Investment Banker
----------------------------------------------------------------
Midstates Petroleum Company, Inc. and its affiliates seek approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to hire Evercore Group L.L.C. as their investment banker.

The Debtors tapped the firm to provide these services:

     (a) review and analyze the Debtors' business, operations and
         financial projections;

     (b) advise and assist the Debtors in a restructuring
         transaction;

     (c) provide financial advice in developing and implementing a
         restructuring, which would include:

            (i) assist the Debtors in developing a restructuring
                plan or plan of reorganization;

           (ii) advise the Debtors on tactics and strategies for
                negotiating with various stakeholders regarding
                the plan;

          (iii) provide testimony before any court exercising  
                jurisdiction over the Debtors; and

           (iv) provide the Debtors with other financial
                restructuring advice as Evercore and the Debtors
                may deem appropriate.

The Debtors have agreed to pay Evercore in cash under this fee
structure:

     (a) A monthly fee of $175,000, payable on execution of their
         engagement agreement and on the first day of each month
         commencing March 1, 2016, until the earlier of the
         consummation of the restructuring transaction or the
         termination of Evercore's engagement.

     (b) A fee payable upon the consummation of any restructuring,

         equal to $6.5 million.

     (c) Expense reimbursement.

The Debtors have also agreed to indemnify the firm and provide
reimbursement to the firm under certain circumstances.

Daniel Aronson, senior managing director of Evercore, disclosed in
a court filing that the firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.

The firm may be reached at:

     Daniel Aronson
     EVERCORE GROUP LLC
     55 East 52nd Street
     New York, NY 10055
     Tel: 416-352-5897
     E-mail: daniel.aronson@evercore.com

                About Midstates Petroleum Company

Midstates Petroleum Company, Inc. --
http://www.midstatespetroleum.com/-- is an independent exploration
and production company focused on the application of modern
drilling and completion techniques in oil and liquids-rich basins
in the onshore U.S. Midstates' drilling and completion efforts are
currently focused in the Mississippian Lime oil play in Oklahoma
and Anadarko Basin in Texas and Oklahoma.  The Company's operations
also include the upper Gulf Coast tertiary trend in central
Louisiana.

Midstates Petroleum Company, Inc. and Midstates Petroleum Company
LLC filed separate Chapter 11 petitions (Bankr. S.D. Tex. Case Nos.
16-32237 and 16-32238) on April 30, 2016.  Judge David R Jones
presides over the case.  Kurtzman Carson Consultants LLC serves as
claims and noticing agent.  

As of Dec. 31, 2015, the Company listed assets of $679 million and
total debts of $2 billion.

The petitions were signed by Nelson M. Haight, executive vice
president and chief financial officer.

The Office of the U.S. Trustee on May 12 appointed three creditors
to serve on the official committee of unsecured creditors.


MIDSTATES PETROLEUM: Seeks to Hire Jackson as Conflicts Counsel
---------------------------------------------------------------
Midstates Petroleum Company, Inc. and its affiliates seek approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to hire Jackson Walker LLP as their local and conflicts bankruptcy
counsel.

The Debtors tapped the firm to provide these services:

     (a) provide legal advice and services regarding local rules,
         practices, and procedures;

     (b) provide certain services in connection with the
         administration of the Chapter 11 cases;

     (c) review and comment on proposed drafts of pleadings to be
         filed with the court;

     (d) at the request of the Debtors, appear in court and at any

         meeting with the U.S. trustee and any meeting of  
         creditors;

     (e) perform all other services assigned by the Debtors to the

         firm; and

     (f) provide legal advice and services on any matter on which
         the Debtors' lead bankruptcy counsel may have a conflict,

         or as needed based on specialization.

The firm's attorneys and their hourly rates are:

     Patricia B. Tomasco     $675
     Matthew D. Cavenaugh    $515
     Jennifer F. Wertz       $415

The hourly rates of other attorneys in the firm range from $275 to
$745 while the rates of paralegals range from $175 to $215.

Ms. Tomasco, Esq., a partner at Jackson Walker, disclosed in a
court filing that the firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.

Jackson Walker can be reached through:

     Patricia B. Tomasco
     Jackson Walker LLP
     1401 McKinney Street, Suite 1900
     Houston, TX 77010
     Phone: (713) 752-4200
     Fax: (713) 752-4221

                About Midstates Petroleum Company

Midstates Petroleum Company, Inc. --
http://www.midstatespetroleum.com/-- is an independent exploration
and production company focused on the application of modern
drilling and completion techniques in oil and liquids-rich basins
in the onshore U.S. Midstates' drilling and completion efforts are
currently focused in the Mississippian Lime oil play in Oklahoma
and Anadarko Basin in Texas and Oklahoma.  The Company's operations
also include the upper Gulf Coast tertiary trend in central
Louisiana.

Midstates Petroleum Company, Inc. and Midstates Petroleum Company
LLC filed separate Chapter 11 petitions (Bankr. S.D. Tex. Case Nos.
16-32237 and 16-32238) on April 30, 2016.  Judge David R Jones
presides over the case.  Kurtzman Carson Consultants LLC serves as
claims and noticing agent.  

As of Dec. 31, 2015, the Company listed assets of $679 million and
total debts of $2 billion.

The petitions were signed by Nelson M. Haight, executive vice
president and chief financial officer.

The Office of the U.S. Trustee on May 12 appointed three creditors
to serve on the official committee of unsecured creditors.


MIDSTATES PETROLEUM: Seeks to Hire Kirkland as Lead Counsel
-----------------------------------------------------------
Midstates Petroleum Company, Inc. and its affiliates seek approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to hire Kirkland & Ellis LLP and Kirkland & Ellis International LLP
as their lead bankruptcy counsel.

The Debtors tapped Kirkland to:

     (a) advise them about their powers and duties as debtors-in-
         Possession and about the conduct of their Chapter
         11 cases;

     (b) attend meetings and negotiate with representatives of
         creditors and other parties;

     (c) take all necessary actions to protect and preserve the
         Debtors' estates, including the prosecution of actions on

         the Debtors' behalf;

     (d) prepare legal papers on behalf of the Debtors;

     (e) represent the Debtors in connection with obtaining
         authority to continue using cash collateral and post-
         petition financing;

     (f) advise the Debtors in connection with any potential sale
         of assets;

     (g) appear before the court and any appellate courts;

     (h) advise the Debtors regarding tax matters;

     (i) take any necessary action on behalf of the Debtors to
         negotiate, prepare and obtain approval of a disclosure
         statement and confirmation of a chapter 11 plan; and

     (j) perform all other necessary legal services, including
         analyzing the Debtors' leases and contracts and analyzing

         the validity of liens against the Debtors.

The firms' hourly rates for matters related to the cases from
January 13 to December 31, 2015, are:

     Partners            $825 - $1,375
     Of Counsel          $665 - $1,325
     Associates          $480 - $890
     Paraprofessionals   $190 - $385

The firms' current hourly rates for matters related to the cases
range from $875 to $1,445 for partners; $480 to $1,445 for "of
counsel;" $510 to $945 for associates; and $180 to $400 for
paraprofessionals.

In compliance with the U.S. Trustee Guidelines, Edward Sassower,
president of Edward O. Sassower P.C., a partner of Kirkland,
disclosed in a filing that the hourly rates used by the firms in
representing the Debtors are consistent with the rates that they
charge other comparable Chapter 11 clients regardless of the
location of the case.

Mr. Sassower also said that the Debtors have already approved the
firms' budget and staffing plan for the period from April 30, 2016,
through approximately 120 days after the bankruptcy filing date.

Mr. Sassower disclosed that the firms are "disinterested persons"
as defined in section 101(14) of the Bankruptcy Code.

Kirkland can be reached through:

     Jason Gott, Esq.
     Kirkland & Ellis LLP  
     Kirkland & Ellis International LLP
     300 North LaSalle
     Chicago, IL 60654
     Tel: (312) 862-2000
     Fax: (312) 862-2200
     E-mail: edward.sassower@kirkland.com
             joshua.sussberg@kirkland.com

                About Midstates Petroleum Company

Midstates Petroleum Company, Inc. --
http://www.midstatespetroleum.com/-- is an independent exploration
and production company focused on the application of modern
drilling and completion techniques in oil and liquids-rich basins
in the onshore U.S. Midstates' drilling and completion efforts are
currently focused in the Mississippian Lime oil play in Oklahoma
and Anadarko Basin in Texas and Oklahoma.  The Company's operations
also include the upper Gulf Coast tertiary trend in central
Louisiana.

Midstates Petroleum Company, Inc. and Midstates Petroleum Company
LLC filed separate Chapter 11 petitions (Bankr. S.D. Tex. Case Nos.
16-32237 and 16-32238) on April 30, 2016.  Judge David R Jones
presides over the case.  Kurtzman Carson Consultants LLC serves as
claims and noticing agent.  

As of Dec. 31, 2015, the Company listed assets of $679 million and
total debts of $2 billion.

The petitions were signed by Nelson M. Haight, executive vice
president and chief financial officer.

The Office of the U.S. Trustee on May 12 appointed three creditors
to serve on the official committee of unsecured creditors.


MOBILESMITH INC: Comerica Loan Agreement Maturity Moved to 2018
---------------------------------------------------------------
Mobilesmith disclosed in a regulatory filing with the Securities
and Exchange Commission that it entered into First Amendment to
Loan and Security Agreement with Comerica Bank dated June 9, 2014.
The First Amendment extends the maturity date of the outstanding
loan under the 2014 Comerica LSA from June 6, 2016 to June 6,
2018.

Except as so amended, all of the terms relating to the outstanding
2014 Comerica LSA remain unchanged.

                     About MobileSmith, Inc.

Raleigh, North Carolina-based MobileSmith, Inc. was incorporated as
Smart Online, Inc. in 1993 and changed its name to MobileSmith,
Inc. effective July 1, 2013.  The company develops and markets
software products and services tailored to users of mobile devices.
Its flagship product, MobileSmith(R) Platform is an app
development platform that enables organizations to rapidly create,
deploy and manage custom, native smartphone and tablet apps
deliverable across iOS and Android mobile platforms.

MobileSmith reported a net loss of $7.71 million on $1.82 million
of total revenue for the year ended Dec. 31, 2015, compared to a
net loss of $7.33 million on $879,086 of total revenue for the year
ended Dec. 31, 2014.

As of March 31, 2016, MobileSmith Inc. had $1.41 million in total
assets, $42.47 million in total liabilities and a total
stockholders' deficit of $41.05 million.

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


MOBILESMITH INC: Stockholders Elect 3 Directors
-----------------------------------------------
Mobilesmith, Inc., held its annual meeting of stockholders on
May 23, 2016, at which the stockholders:

  (1) elected Amir Elbaz, Jon Campbell and Ronen Shviki as
      directors;

  (2) authorized the Company to amend the Company's Certificate of
      Incorporation to increase the authorized shares of common
      stock from 45 million to 100 million;

  (3) approved the Company's 2016 Plan; and

  (4) approved, in a nonbinding and advisory vote, the
      compensation of the Company's named executive officers.

As of April 8, 2016, the record date for the 2016 Annual Meeting,
there were 19,827,542 shares of common stock issued and
outstanding.  A quorum of common stockholders, present in person or
by proxy, representing 11,985,017 shares of common stock was
present at the 2016 Annual Meeting.

                      About MobileSmith, Inc.

Raleigh, North Carolina-based MobileSmith, Inc. was incorporated as
Smart Online, Inc. in 1993 and changed its name to MobileSmith,
Inc. effective July 1, 2013.  The company develops and markets
software products and services tailored to users of mobile devices.
Its flagship product, MobileSmith(R) Platform is an app
development platform that enables organizations to rapidly create,
deploy and manage custom, native smartphone and tablet apps
deliverable across iOS and Android mobile platforms.

MobileSmith reported a net loss of $7.71 million on $1.82 million
of total revenue for the year ended Dec. 31, 2015, compared to a
net loss of $7.33 million on $879,086 of total revenue for the year
ended Dec. 31, 2014.

As of March 31, 2016, MobileSmith Inc. had $1.41 million in total
assets, $42.47 million in total liabilities and a total
stockholders' deficit of $41.05 million.

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


MODERN OFFICE SYSTEMS: Seeks to Hire Michael Marcus as Accountant
-----------------------------------------------------------------
Modern Office Systems Inc. and Luis Vargas Rodriguez, the company's
president, seek approval from the U.S. Bankruptcy Court for the
District of Puerto Rico to hire an accountant for the estate.

The Debtors proposed to hire Michael Marcus as accountant to
provide these services:

     (a) to close out the Debtors' books as of the date of the
         filing of the cases and to open new books;

     (b) to establish a new bookkeeping system to replace the
         system used by the Debtors;

     (c) to prepare the periodic statements of the debtors-in-
         possession's operations;

     (d) to prepare and file the Debtors' state and federal tax
         return;

     (e) to prepare General Ledger and Disbursements Register;

     (f) to reconcile the account;

     (g) to prepare Interim Financial Statements for each semester

         and Certified Financial Statements for each state tax
         return to be submitted every year on or before April
         14th;

     (h) to provide tax and management counseling;

     (i) to represent the Debtors in taxes investigations;

     (j) to prepare weekly payroll;

     (k) to prepare bank reconciliations;

     (l) to distribute income and expenses of the corporation
         accordingly;

     (m) to prepare monthly operating reports to be submitted on
         or before the 20th of each month.

Mr. Marcus will charge $500 monthly for his services.

In a court filing, Mr. Marcus disclosed that he does not have an
interest materially adverse to the interest of the Debtors'
estates.

Mr. Marcus maintains an office at:

     Michael J. Marcus
     P.O. Box 6494
     Cabo Rojo, Puerto Rico 00732
     Tel: 787-265-0970
     Fax: 787-834-6635
     E-mail: cpamichaelm@gmail.com

The Debtors can be reached through:

     Modesto Bigas Mendez
     Modesto Bigas Law Office
     P.O. Box 7462
     Ponce, Puerto Rico 00732-7462
     Tel:787-844-1444
     Fax: 787-842-4090
     E-mail: modestobigas@yahoo.com

                   About Modern Office Systems

Modern Office Systems Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D.P.R. Case No. 15-09655) on December
4, 2015.  

On April 29, 2016, the court granted the substantive consolidation
of Modern Office Systems' case with the Chapter 11 case (Case No.
16-00812) of Luis Vargas Rodriguez, president of the company.


MOSS FAMILY: BW Allowed $125K Administrative Expense Claim
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana,
South Bend Division, issued a Consent Order on the Amended Proofs
of Claims 4-2 filed by B.W. Renaissance Partners, LLP ("BW") and
Chapter 7 Trustee Yvette Gaff Kleven's objection thereto.

Through the Consent Order, BW and the Chapter 7 Trustee agreed to
resolution of matters as follows:

     (1) In recognition that the debtors-in-possession used BW's
cash collateral in excess over the adequate protection payments
that the debtor-in-possession made, and BW having filed its Section
507(b) superpriority claim in its Amended Proofs of Claims which
were timely filed, BW will be allowed an administrative expense in
the amount of $125,000 which is granted superpriority status,
provided however that:

          (a) such allowed administrative expense will be payable
solely from the funds obtained by the Chapter 7 Trustee resulting
from the Dunetop matter;

          (b) that such allowed administrative expense will share
equal priority with all other allowed chapter 7 administrative
expenses, including Trustee compensation; and

          (c) that any current funds in the estate that do not
relate to Dunetop will be exempt from BW's allowed administrative
expense.

     (2) BW will also be allowed a general unsecured deficiency
claim in the amount of $460,000.

Ms. Kleven filed an objection to Claim Number 4, and then an
amended objection to Claim Number 4-2, filed by BW as successor in
interest to Fifth Third Bank, showing a priority claim in the
amount of $159,529, with the balance of the claim being unsecured.
She believed that BW's entire claim of $586,101 should be deemed
unsecured.

Yvette Gaff Kleven, Chapter 7 Trustee, is represented by:

          Yvette Gaff Kleven, Esq.
          Douglas R. Adelsperger, Esq.
          ADELSPERGER & KLEVEN, LLP      
          111 West Wayne Street
          Fort Wayne, IN 46802
          Telephone: (260)407-7077
          E-mail: ygk@adelspergerkleven.com
                  dra@adelspergerkleven.com

BW Renaissance Partners LLP is represented by:

          Gordon E. Gouveia, Jr.
          SHAW FISHMAN GLANTZ & TOWBIN LLC
          321 North Clark Street, Suite 800
          Chicago, IL 60654
          Telephone: (312)541-0151
          E-mail: ggouveia@shawfishman.com

                         About Moss Family

Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter
11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on
July 17, 2012.  

Judge Harry C. Dees, Jr., presides over the case.  Daniel Freeland,
Esq., at Daniel L. Freeland & Associates, P.C., represents the
Debtors.  The Debtors tapped Beachwalk Realty LLC as their broker
to sell certain property named Lot 136B located at 102 Mary Lane in
Michigan City, Indiana.

Moss Family disclosed $6,609,576 in assets and $6,299,851 in
liabilities as of the Chapter 11 filing.

The Debtors' Amended Joint Chapter 11 Plan dated Dec. 3, 2013,
provides that unsecured claims will be fully paid and satisfied by
use of the proceeds from the sale of LaPorte Judgment Lien
Property.


MOSS FAMILY: U.S. Bank Wants Automatic Stay Relief
--------------------------------------------------
U.S. Bank, National Association, asks the U.S. Bankruptcy Court for
the Northern District of Indiana, South Bend Division, to lift the
automatic stay and abandon from the estate of Moss Family Limited
Partnership, real property located at 325 Childers Lane, Michigan
City, Indiana ("Property").

U.S. Bank avers that as of the Petition Date, it was the holder of
a claim secured by the Property ("Mortgage").  It further avers
that the Mortgage was given to secure a promissory note in the
original sum of $422,000.

U.S. Bank relates that the outstanding principal of the Note was
$376,100 and the outstanding interest was $41,349.  It contends
that it is not being adequately protected and that the Debtor has
failed to make periodic payments to U.S. Bank since Sept. 1, 2012
through April 2016.  U.S. Bank further contends that the Property
is burdensome and/or of inconsequential value and benefit to the
estate.

U.S. Bank, National Association, is represented by:

          Sarah E. Willms, Esq.
          Edward H. Cahill, Esq.
          Adam B. Hall, Esq.
          John R. Cummins, Esq.
          MANLEY DEAS KOCHALSKI LLC   
          P.O. Box 165028
          Columbus, OH 43216-5028
          Telephone: (614)220-5611
          Facsimile: (614)627-8181
          E-mail: sew@manleydeas.com

               About Moss Family Limited Partnership

Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter
11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on
July 17, 2012.  

Judge Harry C. Dees, Jr., presides over the case.  Daniel Freeland,
Esq., at Daniel L. Freeland & Associates, P.C., represents the
Debtors.  The Debtors tapped Beachwalk Realty LLC as their broker
to sell certain property named Lot 136B located at 102 Mary Lane in
Michigan City, Indiana.

Moss Family disclosed $6,609,576 in assets and $6,299,851 in
liabilities as of the Chapter 11 filing.

The Debtors' Amended Joint Chapter 11 Plan dated Dec. 3, 2013,
provides that unsecured claims will be fully paid and satisfied by
use of the proceeds from the sale of LaPorte Judgment Lien
Property.


MOTORS LIQUIDATION: Has $612M Assets in Liquidation at March 31
---------------------------------------------------------------
Motors Liquidation Company GUC Trust filed with the Securities and
Exchange Commission its annual report on Form 10-K disclosing total
assets of $667 million, total liabilities of $55.4 million and net
assets in liquidation of $612 million.

As of March 31, 2016, the GUC Trust had approximately $24.6 million
in reserves for liquidation and administrative costs that are
estimated to be incurred through the winding up and conclusion of
the GUC Trust, compared to approximately $31.3 million in reserves
as of March 31, 2015.

The GUC Trust's sources of liquidity are principally the funds it
holds for the payment of liquidation and administrative costs, and
to a significantly lesser degree, the earnings on such funds
invested by it.  In addition, as a result of the liquidation of all
the GUC Trust's holdings of New GM Securities during the quarter
ended Sept. 30, 2015, the GUC Trust holds Distributable Cash for
distribution to GUC Trust beneficiaries.  The GUC Trust holds such
funds as cash and cash equivalents and also invests such funds in
marketable securities, primarily U.S. Treasury bills, as permitted
by the Plan and the GUC Trust Agreement.

During the year ended March 31, 2016, the GUC Trust's holdings of
cash and cash equivalents decreased approximately $33.1 million
from approximately $37.5 million to approximately $4.4 million. The
decrease was primarily due to cash paid for liquidation and
administrative costs of $13.2 million, cash paid for Residual
Wind-Down Claims of $6.2 million and cash reinvested in Marketable
Securities, offset in part by receipts of cash dividends on
holdings of New GM Common Stock of $4.1 million.  Cash
distributions of approximately $130.0 million during the year ended
March 31, 2016, were funded from the proceeds of the liquidation of
New GM Securities of $741.7 million, with the balance of such
proceeds remaining largely invested in Marketable Securities.

During the year ended March 31, 2016, the funds invested by the GUC
Trust in marketable securities increased approximately $630.2
million, from approximately $30.9 million to approximately $661.1
million.  The increase was due primarily to the liquidation of all
the GUC Trust's holdings of New GM Securities during the quarter
ended Sept. 30, 2015.  The GUC Trust earned approximately $0.8
million in interest income on such investments during the year.

As of March 31, 2016, the GUC Trust held approximately $665.5
million in cash and cash equivalents and marketable securities. Of
such amount, approximately $620.9 million relates to Distributable
Cash (including Dividend Cash), a portion of which the GUC Trust
Administrator is permitted to set aside from distribution and to
appropriate with the approval of the Bankruptcy Court or Trust
Monitor, as applicable, in order to fund additional costs and
income tax liabilities (including Dividend Taxes, Investment Income
Taxes and Taxes on Distribution) as they become due. Included in
Distributable Cash at March 31, 2016, is approximately $17.3
million of Dividend Cash.  Dividend Cash will be distributed to
holders of subsequently Resolved Allowed Claims and GUC Trust Units
in respect of Distributable Cash that they receive, unless such
dividends are in respect of Distributable Cash that is appropriated
by the GUC Trust in accordance with the GUC Trust Agreement to fund
the GUC Trust's liquidation and administrative costs, income tax
liabilities or shortfalls in Residual Wind-Down Assets.

As of March 31, 2016, Distributable Cash (including Dividend Cash)
held by the GUC Trust was set aside as follows: (a) $6.2 million
for liquidating distributions payable as of that date, (b) $47.1
million to fund projected liquidation and administrative costs,
including Dividend Taxes and Investment Income Taxes, and (c)
$107.5 million to fund potential Taxes on Distribution.

A full-text copy of the Form 10-K is availble for free at:

                     https://is.gd/hBrOnW

                    About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.


MSC SOFTWARE: Moody's Lowers Corporate Family Rating to B3
----------------------------------------------------------
Moody's Investors Service downgraded MSC Software Corporation's
corporate family rating to B3 from B2 and probability of default
rating to B3-PD from B2-PD. Moody's also downgraded the second lien
term loan to Caa2 from Caa1 and affirmed the B1 ratings on the
first lien term loan. The ratings outlook is stable.

The downgrade of the corporate family rating reflects declining
revenue and EBITDA since the 2014 dividend recapitalization and the
resulting increase in financial leverage to about 8x.

RATINGS RATIONALE

The B3 corporate family rating reflects MSC's high financial
leverage resulting from the May 2014 dividend recapitalization
transaction, as well as revenue and EBITDA declines over the last
year (though FY 2015 revenues were up about 1.5% on a constant FY
2014 currency basis). The rating also considers the company's
strong niche position in the simulation and analysis software
industry. The company has built a strong niche providing finite
element and related analytic software to large customers in the
automotive, aerospace and defense industries. Although demand for
simulation and analysis software is expected to grow at strong
rates (given its ability to build and test virtual prototypes and
shorten time-to-market of new product designs), MSC has struggled
to offset revenue declines from its mature NASTRAN and PATRAN
products with growth from new products like MSC Apex.

Moody's said, "leverage was about 8.2x based on March 31, 2016 LTM
results (including Moody's standard adjustments). Leverage is
expected to decline below 8x over the next 12 to 18 months.
However, we expect debt to EBITDA will remain above 7x for the next
two years. Free cash flow ("FCF") to debt was about 5.8% for the
LTM period ended March 2016 and is expected to be maintained around
5% over the next 12-18 months, a relatively strong level among B3
rated peers.

The ratings could be downgraded if leverage is expected to exceed
8.5x or FCF to debt turns negative. The ratings could also be
downgraded if maintenance revenues were to deteriorate materially
due to competitive pressures or if liquidity were to weaken
substantially. Though unlikely in the near term, ratings could be
upgraded if leverage were sustained below 6x and FCF to debt is
sustained around 7%.

"Liquidity is good based on an expectation of $20 million or more
of FCF over the next 12 months, $51 million of cash on the balance
sheet as of March 31, 2016 and an undrawn $10 million committed
revolving credit facility. The company is required to comply with a
springing first lien net leverage ratio financial covenant on the
last day of any test period in which the outstanding revolver
balance exceeds 25% of the principal amount of all revolver
commitments. MSC would not meet the covenant level if sprung,
however, we do not believe the company will need access to the
revolver given the substantial cash balance."

Downgrades:

Issuer: MSC Software Corporation

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

-- Corporate Family Rating, Downgraded to B3 from B2

-- Second Lien Term Loan, Downgraded to Caa2 (LGD5) from Caa1
    (LGD6)

Outlook Actions:

Issuer: MSC Software Corporation

-- Outlook, Remains Stable

Affirmations:

Issuer: MSC Software Corporation

-- First Lien Term Loan, Affirmed B1 (LGD3)

MSC Software is a provider of simulation and analysis software
primarily for mechanical engineering applications. The company is
owned by private equity investor Symphony Technology Group and
Elliott Associates. Revenue for FY 2015 was $197 million.


MUSCLEPHARM CORP: Settles with ETW Corp. for $2.5 Million
---------------------------------------------------------
MusclePharm Corporation entered into a Settlement Agreement with
ETW Corp. on May 19, 2016.  The Settlement Agreement eliminates all
costs and terminates all future commitments between Tiger Woods and
the Company under the Endorsement Agreement between the Company and
ETW, dated July 1, 2014, as disclosed in a regulatory filing with
the Securities and Exchange Commission.

Pursuant to the Settlement Agreement, the Company agreed to pay
$2.5 million to terminate the parties' obligations under
Endorsement Agreement, effective as of May 19, 2016, and to resolve
all disputes between them.  As of March 31, 2016, the Company had
accrued $7.0 million in relation to the Endorsement Agreement.

                        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.


NATIONAL BANK OF ANGUILLA: Chapter 15 Case Summary
--------------------------------------------------
Chapter 15 Petitioner:  William Tacon, in his capacity as
                        Administrator and Foreign Representative

Chapter 15 Debtor: National Bank of Anguilla
                  (Private Banking & Trust) Ltd.
                   Ritter House
                   P.O. Box 3486
                   Wickhams Cay II
                   Tortola, British Virgin Islands

Chapter 15 Case No.: 16-11529

Chapter 15 Petition Date: May 26, 2016

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

Judge: Hon. Martin Glenn

Chapter 15 Petitioner's Counsel: James C. McCarroll, Esq.
                                 Jordan W. Siev, Esq.
                                 Kurt F. Gwynne, Esq.
                                 REED SMITH, LLP
                                 599 Lexington Avenue
                                 New York, NY 10022
                                 Tel: (212) 521-5400
                                 Fax: (212) 521-5450
                                 E-mail: jmccarroll@reedsmith.com
                                         jsiev@reedsmith.com
                                         kgwynne@reedsmith.com

Estimated Assets: Not Indicated

Estimated Debts: Not Indicated


NAVISTAR INTERNATIONAL: Files 2015 Conflicts Minerals Report
------------------------------------------------------------
In accordance with Rule 13p-1 under the Securities Exchange Act of
1934, Navistar submitted with the Securities and Exchange
Commission a specialized disclosure form as well as a Conflict
Minerals Report.  Conflict Minerals are defined as cassiterite,
columbite-tantalite, gold, wolframite, and their derivatives, which
are limited to tin, tantalum, and tungsten (collectively, with
gold, "3TG").

"The products which Navistar manufactures are complex and typically
contain thousands of parts from multiple suppliers.  Navistar's
performance requirements for its products often require the use of
3TG.  For the 2015 calendar year, Navistar undertook a Reasonable
Country of Origin Inquiry focused on our direct suppliers for its
Truck segment.  The Company's Truck segment accounted for
approximately 71% of Navistar's net sales and revenues for fiscal
year 2015.  The Company believes this approach was reasonable as
suppliers in this segment also service other business segments,"
the Company said in the report.

As compared to 2014, Navistar has made progress in 2015 in its RCOI
efforts.  For calendar year 2015 the Company expanded its scope of
suppliers and focused on our direct suppliers in North America.
The Company sent a notification to its in-scope suppliers informing
them about the Conflict Minerals disclosure requirements to which
the Company is subject, and requesting they complete a Conflict
Minerals survey using the template developed by the Electronic
Industry Citizenship Coalition and the Global e-Sustainability
Initiative, known as the EICC GeSI Conflict Minerals Reporting
Template (CMRT).

A full-text copy of the Conflicts Minerals Report is available for
free at https://is.gd/xQ5moH

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.navistar.com/-- is a holding company whose             

subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

As of Jan. 31, 2016, Navistar had $5.98 billion in total assets,
$11.17 billion in total liabilities and a total stockholders'
deficit of $5.19 billion.

                          *     *     *

In the July 22, 2015, edition of the TCR, Moody's Investors Service
affirmed Navistar International Corporation's Corporate Family
Rating at B3 and assigned a Ba3 rating to Navistar, Inc.'s new
$1.04 billion senior secured term loan due 2020.

Navistar carries a 'B-' issue-level rating from Standard & Poor's
Ratings Services and 'CCC' Issuer Default Ratings from Fitch
Ratings.


NEW PHOENIX: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: New Phoenix Metals, Ltd.
        6400 Industrial Blvd.
        Greenville, TX 75402

Case No.: 16-32075

Chapter 11 Petition Date: May 26, 2016

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Hon. Stacey G. Jernigan

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  JOYCE W. LINDAUER ATTORNEY, PLLC
                  12720 Hillcrest Road, Suite 625
                  Dallas, TX 75230
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: joyce@joycelindauer.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Marcus D. Carl, partner.

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


NEWLEAD HOLDINGS: Incurs $97.1 Million Net Loss in 2015
-------------------------------------------------------
NewLead Holdings Ltd. filed with the Securities and Exchange
Commission its annual report on Form 20-F disclosing a net loss
attributable to the Company's common shareholders of US$97.14
million on US$27.81 million of revenues for the year ended
Dec. 31, 2015, compared to a net loss attributable to Holdings'
common shareholders of US$100.22 million on US$12.07 million of
revenues for the year ended Dec. 31, 2014.

As of Dec. 31, 2015, NewLead had US$121.76 million in total assets,
US$296.97 million in total liabilities and a total shareholders'
deficit of US$175.20 million.

EisnerAmper LLP, in New York, New York, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has incurred a net
loss and utilized cash in operating activities for the year ended
December 31, 2015 and as of December 31, 2015, has both a working
capital deficiency and shareholders' deficit and, in addition, is
in default on a significant portion of its outstanding obligations.
All such events and conditions raise substantial doubt about the
Company's ability to continue as a going concern.

A full-text copy of the Form 20-F is available for free at:

                    https://is.gd/mlHnpP

                 About NewLead Holdings Ltd.

NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an
international, vertically integrated shipping company that owns and
manages product tankers and dry bulk vessels.  NewLead currently
controls 22 vessels, including six double-hull product tankers and
16 dry bulk vessels of which two are newbuildings.  NewLead's
common shares are traded under the symbol "NEWL" on the NASDAQ
Global Select Market.


NORANDA ALUMINUM: Bonuses Approved While Ch. 11 Battle Brews
------------------------------------------------------------
Jacqueline Palank, writing for Daily Bankruptcy Review, reported
that a bankruptcy judge signed off on in bonuses for Noranda
Aluminum Inc. executives and other employees while a fight
continues to brew over the aluminum maker's future.

According to the report, Judge Barry S. Schermer of the U.S.
Bankruptcy Court in St. Louis on May 26 authorized Noranda to pay
up to $3.3 million in incentives to senior officials, including
Chief Executive Layle Smith, as well as nearly $1 million in
retention payments for lower-ranking employees, according to an
audio recording of the May 26 hearing posted to the court docket.

The KEIP contains, among others, the following relevant terms:

     (a) Participants: The Debtors identified nineteen (19) senior
employees ("KEIP Participants") who are essential to the Debtors'
continued operations during the chapter 11 process. Of the KEIP
Participants, five are insiders and 14 are non-insiders.

     (b) Participation and Payment: KEIP Tier A has a target
payout
equal to 50% of such employee's base salary; KEIP Tier B has a
target payout equal to 40% of base salary; and KEIP Tier C has a
payout equal to 30% of base salary.  For all KEIP Participants,
payout is capped at 200% of target.  For the 14 non-insider KEIP
Participants, a payout floor of one-third of target has been set
to
ensure their retention throughout these Chapter 11 Cases.  The
KEIP
Participants who are insiders are not guaranteed to receive any
payout under the KEIP.

     (c) Total cost of KEIP:

          KEIP Insiders - 5 participants
               Total Plan Cost:
                    Threshold: $512,504
                    Target: $1,028,007
                    Maximum: $2,050,015

               Average Cost per Participant:
                    Threshold: $102,501
                    Target: $205,001
                    Maximum: $410,003

          KEIP Non- Insiders - 14 participants
               Total Plan Cost:
                    Threshold: $521,376
                    Target: $1,042,751
                    Maximum: $2,085,502

               Average Cost per Participant:
                    Threshold: $37,241
                    Target: $74,482
                    Maximum: $148,964

          Total Plan Cost:
               Threshold: $1,033,880
               Target: $2,070,758
               Maximum: $4,135,517

     (d) Metrics designed to provide challenging targets for the
KEIP Participants: funding metrics and performance metrics.
Funding
metrics are tied to cash flow and/or sale proceeds, which are
appropriate proxies for the success of an organization operating
in
chapter 11.  The level of achievement of the funding metrics
determines the payout available to the KEIP Participants.
Performance metrics are unique to each KEIP Participant and are
designed to incentivize participants to reach specific key
milestones by a set date, thus helping progress the Chapter 11
Cases.

The KERP contains, among others, the following relevant terms:

     (a) Participants: The Debtors identified 34 employees who are
critical to the Debtors' continued operations and to successful
restructuring of the estates ("KERP Participants").  The KERP
Participants represent a cross-section of various functions within
the Debtors' businesses, including plant management, information
technology, technical support, government affairs, sales, tax and
payroll. These KERP Participants are heavily involved in both the
day-to-day support functions of the business and chapter
11-related
functions.

     (b) Participation and Payment: Assuming all KERP Participants
are eligible to receive payments under the KERP, proposed payments
thereunder will be approximately $895,763, which amounts to
approximately $26,346 per KERP Participant. In determining the
amount of payments for each KERP Participants, all such
participants are divided into the following tiers: (i) KERP Tier
A,
with payout equal to 30% of base salary; (ii) KERP Tier B, with
payout equal to 20% of base salary; and (iii) KERP Tier C, with
payout equal to 10% of base salary.

As previously reported by The Troubled Company Reporter, the United
Steel, Paper and Forestry, Rubber, Manufacturing, Energy Allied
Industrial and Service Workers International Union, and Daniel J.
Casamatta, the Acting U.S. Trustee for Region 13, opposed approval
of the Debtors' proposed key employee incentive plan, key employee
retention plan, and Incentive Compensation Plan.

United Steelworkers, which is the collective bargaining
representative of the Debtors' employees at their Gramercy,
Louisiana, New Madrid, Missouri and Salisbury, North Carolina
facilities, and a member of the Official Committee of Unsecured
Creditors, complains that the Debtors justify the implementation
of
KEIP, KERP and Incentive Compensation Plan as necessary to
maintain
the morale of its management employees under difficult
circumstances, and seek to justify millions in additional
compensation for senior management through multiple bonus
compensation schemes while at the same time seeking to terminate
hourly employees retirement plans and slash wages and eliminate
protective work rules.

The U.S. Trustee complains that the Debtors have not met their
burden of demonstrating: (a) that the KEIP is not a retention
plan,
(b) that all of the 34 KERP participants are not insiders of the
Debtors, and, thus, not subject to the stricter requirements, and
(c) that there is any causal relationship between the individual
participants receiving bonuses under the plans and the specific
target metrics which the Debtors purportedly seek to achieve under
the plans, and thus the Debtors cannot meet their burden of
demonstrating that the plans are "justified under the facts and
circumstances of the case."

United Steelworkers is represented by:

       Janine M. Martin, Esq.
       Emily R. Perez-Estepp, Esq.
       HAMMOND and SHINNERS, P.C.
       7730 Carondelet, Suite 200
       St. Louis, Missouri 63105
       Telephone: (314) 727-1015
       Facsimile: (314) 727-6804
       Email: jmartin@hammondshinners.com
              eperez@hammondshinners.com

       -- and --

       Thomas N. Ciantra
       COHEN, WEISS AND SIMON LLP
       330 West 42nd Street
       New York, New York 10036-6979
       Telephone: (212) 563-4100
       Facsimile: (646) 473-8228
       Email: tciantra@cwsny.com

       -- and --

       David Jury, Esq.
       Associate General Counsel
       UNITED STEEL, PAPER AND FORESTRY, RUBBER, MANUFACTURING,
       ENERGY ALLIED INDUSTRIAL AND SERVICE WORKERS INTERNATIONAL
UNION
       Five Gateway Center
       Pittsburgh, Pennsylvania 15222
       Telephone: (412) 562-2400
       Facsimile: (412) 562-2574
       Email: djury@usw.org

Daniel J. Casamatta, the Acting U.S. Trustee for Region 13 is
represented by:

       Paul A. Randolph, Esq.
       ASSISTANT UNITED STATES TRUSTEE
       111 S. 10th Street, Suite 6.353
       St. Louis, MO 63102
       Telephone: (314) 539-2984
       Facsimile: (314) 539-2990
       Email: paul.a.randolph@usdoj.gov

           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.


NORFE GROUP: Hires Totti & Rodriguez as Special Counsel
-------------------------------------------------------
Norfe Group Corp. seeks approval from the U.S. Bankruptcy Court for
the District of Puerto Rico to employ Totti & Rodriguez Diaz,
P.S.C. as its special counsel.

Totti & Rodriguez will continue to represent the Debtor in a case
filed by Consejo de Titulares del Condominio 221 Plaza.  The firm's
hourly rates are:

     Partners     $200
     Associates   $175
     Paralegals    $80

Etienne Totti del Valle, Esq., a partner at Totti & Rodriguez,
disclosed in a court filing that the firm is a "disinterested
person" as defined in section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Etienne Totti del Valle
     Totti & Rodriguez Diaz, P.S.C.
     Union Plaza Building, Suite 1200,
     416 Ponce de Leon Avenue
     Hato Rey, Puerto Rico 00918
     Phone: (787) 753-7910
     Fax: (787) 764-9480
     Email: trd@trdlaw.com
    
                        About Norfe Group

Norfe Group Corp. filed a Chapter 11 bankruptcy petition (Bankr.
D.P.R. Case No. 16-00285) in Old San Juan, Puerto Rico, on Jan. 20,
2016.  The petition was signed by David Efron, president.

The firm scheduled $17,269,436 in total assets and $31,441,591 in
total liabilities.

The Debtor tapped Charles Alfred Cuprill, Esq., at Charles A
Cuprill, PSC Law Office, as counsel.  CPA Luis R. Carrasquillo &
Co., P.S.C., serves as financial consultant.


NORTEL NETWORKS: Appeals and Cross-Appeals Certified to 3rd Cir.
----------------------------------------------------------------
Judge Leonard P. Stark of the United States District Court for the
District of Delaware certified 18 consolidated bankruptcy appeals
and contingent cross-appeals directly to the Third Circuit in the
case captioned Nortel Networks Inc., et al. Appellants and
Cross-Appellees, v. Ernst & Young Inc., as Monitor and Foreign
Representative of the Canadian Debtors, et al., Appellees and
Cross-Appellants, Bankruptcy Case No. 09-10138 (KG). Jointly
Administered (D. Del.), relating to In re: Nortel Networks Inc., et
al., Chapter 11, Debtors.

The 18 consolidated bankruptcy appeals and contingent cross-appeals
relate to the allocation method to be used in connection with
disbursement of $7.3 billion being held in escrow for payment to
the estates of Nortel Networks Inc. and those of other Nortel
entities, including Nortel Networks Corporation and Nortel Networks
Limited, NNSA, and a group of subsidiaries located in Europe, the
Middle East, and Africa.

A full-text copy of Judge Stark's May 17, 2016 memorandum opinion
is available at https://is.gd/0XxNaY from Leagle.com.

Nortel Networks Inc., et al. is represented by:

          Steven D. Pohl, Esq.
          One Financial Center
          Boston, MA 02111
          Tel: (617)856-8200
          Fax: (617)856-8201
          Email: spohl@brownrudnick.com

            -- and --

          Tamara K. Minott, Esq.
          MORRIS, NICHOLS, ARSCHT & TUNNELL LLP
          1201 North Market Street, 16th Floor
          Wilmington, DE 19899-1347
          Tel: (302)658-9200
          Fax: (302)658-3989
          Email: tminott@mnat.com

Nortel Networks Inc. is represented by:

          Derek C. Abbott, Esq.
          Eric D. Schwartz, Esq.
          Tamara K. Minott, Esq.
          MORRIS, NICHOLS, ARSHT & TUNNELL LLP
          1201 North Market Street, 16th Floor
          Wilmington, DE 19899-1347
          Tel: (302)658-9200
          Fax: (302)658-3989
          Email: dabbott@mnat.com
                 eschwartz@mnat.com
                 tminott@mnat.com

Official Committee of Unsecured Creditors is represented by:

          Christopher M. Samis, Esq.
          Leslie Katherine Good, Esq.
          WHITEFORD, TAYLOR & PRESTON, L.L.C.
          The Renaissance Center, Suite 500
          405 North King Street
          Wilmington, DE 19801-3700
          Tel: (302)353-4144
          Fax: (302)661-7950
          Email: csamis@wtplaw.com
                 kgood@wtplaw.com

Ad Hoc Bondholder Group is represented by:

          Laura Davis Jones, Esq.
          Peter James Keane, Esq.
          PACHULSKI, STANG, ZIEHL & JONES, LLP
          919 North Market Street, 17th Floor
          Wilmington, DE 19801
          Tel: (302)652-4100
          Fax: (302)652-4400
          Email: ljones@pszjlaw.com
                 pkeane@pszjlaw.com

            -- and --

          Nicholas A. Bassett, Esq.
          1850 K Street, NW Suite 1100
          Washington, DC 20006
          Tel: (202)835-7500
          Fax: (202)263-7586
          Email: nbassett@milbank.com

Bank of New York Mellon, as Indenture Trustee, is represented by:

          Michael R. Lastowski, Esq.
          Christopher M. Winter, Esq.
          DUANE MORRIS LLP
          222 Delaware Avenue, Suite 1600
          Wilmington, DE 19801-1659
          Tel: (302)657-4900
          Fax: (302)657-4901
          Email: mlastowski@duanemorris.com
                 cmwinter@duanemorris.com

Law Debenture Trust Company of New York is represented by:

          Stephen M. Miller, Esq.
          MORRIS JAMES LLP
          500 Delaware Avenue, Suite 1500
          Wilmington, DE 19899-2306
          Tel: (302)888-6800
          Fax: (302)571-1750
          Email: smiller@morrisjames.com

Ernst & Young Inc. is represented by:

          Mary Fagan Caloway, Esq.
          Kathleen Ann Murphy, Esq.
          BUCHANAN INGERSOLL & ROONEY P.C.
          919 North Market Street, Suite 1500
          Wilmington, DE 19801-3046
          Tel: (302)552-4200
          Fax: (302)552-4295
          Email: mary.caloway@bipc.com
                  kathleen.murphy@bipc.com

Canadian Creditors Committee is represented by:

          Selinda A. Melnik, Esq.
          DLA PIPER LLP
          1201 North Market Street, Suite 2100
          Wilmington, DE 19801
          Tel: (302)468-5700
          Fax: (302)394-2341
          Email: selinda.melnik@dlapiper.com

Wilmington Trust, N.A., as Indenture Trustee is represented by:

          William E. Chipman, Jr., Esq.
          Mark D. Olivere, Esq.
          CHIPMAN BROWN CICERO & COLE, LLP
          Hercules Plaza
          1313 N. Market Street, Suite 5400
          Wilmington, DE 19801
          Tel: (302)295-0191
          Email: chipman@chipmanbrown.com
                 olivere@chipmanbrown.com

Ernst & Young LLP is represented by:

          Edwin J. Harron, Esq.
          John T. Dorsey, Esq.
          YOUNG, CONAWAY, STARGATT & TAYLOR LLP
          Rodney Square
          1000 North King Street
          Wilmington, DE 19801
          Tel: (302)571-6600
          Fax: (302)571-1253
          Email: eharron@ycst.com
                 jdorsey@ycst.com

            -- and --

          Charles H. Huberty, Esq.
          One Battery Park Plaza
          New York, NY 10004-1482
          Tel: (212)837-6000
          Fax: (212)422-4726
          Email: charles.huberty@hugheshubbard.com

Stephen Taylor is represented by:

          Robert A. Weber, Esq.
          SKADDEN, ARPS, SLATE, MEAGHER & FLOM
          One Rodney Square
          920 N. King Street
          Wilmington, DE 19801
          Tel: (302)651-3000
          Fax: (302)651-3001
          Email: robert.weber@skadden.com

U.K. Pension Claimants is represented by:

          Charlene D. Davis, Esq.
          Justin R. Alberto, Esq.
          BAYARD, P.A.
          222 Delaware Avenue, Suite 900
          Wilmington, DE 19801
          Tel: (302)655-5000
          Fax: (302)658-6395
          Email: cdavis@bayardlaw.com
                 jalberto@bayardlaw.com

Nortel Trade Claims Consortium is represented by:

          Jeffrey M. Schlerf, Esq.
          Learon John Nelson Bird, Esq.
          FOX ROTHSCHILD LLP
          Citizens Bank Center
          919 North Market Street, Suite 300
          Wilmington, DE 19899-2323
          Tel: (302)654-7444
          Fax: (302)656-8920
          Email: jschlerf@foxrothschild.com
                 lbird@foxrothschild.com

Office of the United States Trustee is represented by:

          Mark S. Kenney, Esq.
          U.S. TRUSTEE
          844 King Street, Suite 2207
          Wilmington, DE 19801
          Tel: (302)573-6491
          Fax: (302)573-6497

Pension Benefit Guaranty Corporation is represented by:

          Garth D. Wilson, Esq.
          Vicente Matias Murrell, Esq.
          PENSION BENEFIT GUARANTY CORPORATION
          1200 K Street, NW
          Washington, DC 20005
          Tel: (202)326-4020
          Fax: (202)326-4112

                    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.

According to The Wall Street Journal, 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.


NORTEL NETWORKS: Appeals Certified to Third Circuit
---------------------------------------------------
Judge Leonard P. Stark of the United States District Court for the
District of Delaware certified directly to the United States Court
of Appeals for the Third Circuit all of the appeals, including the
contingent cross-appeals, in the bankruptcy case captioned In re:
Nortel Networks Inc., et al., Debtors, Bankruptcy Case No. 09-10138
(KG) Jointly Administered (Bankr. D. Del.).

The 18 consolidated bankruptcy appeals and contingent cross-appeals
relate to the allocation method to be used in connection with the
disbursement of $7.3 billion being held in escrow for payment to
the estates of Nortel Networks Inc. and those of other Nortel
entities, including Nortel Networks Corporation and Nortel Networks
Limited, NNSA, and a group of subsidiaries located in Europe, the
Middle East, and Africa.

The appealed cases are Nortel Networks Inc., et al., v. Appellants
and Cross-Appellees, Ernst & Young Inc., as Monitor and Foreign
Representative of the Canadian Debtors, et al., Appellees and
Cross-Appellants, Civil Action No. 15-624 (LPS) Civil Action No.
15-586 (LPS) Civil Action No. 15-622 (LPS) Civil Action No. 15-623
(LPS) Civil Action No. 15-627 (LPS) Civil Action No. 15-628 (LPS)
Civil Action No. 15-635 (LPS) Civil Action No. 15-636 (LPS) Civil
Action No. 15-699 (LPS) Misc. Action No.15-196 (LPS) Misc. Action
No. 15-197 (LPS) CONSOLIDATED APPEALS (D. Del.).

A full-text copy of Judge Stark's February 22, 2016 memorandum
opinion is available at http://bankrupt.com/misc/NORTEL1240517.pdf
.

                    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.

According to The Wall Street Journal, 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.


NORTEL NETWORKS: Canadian Units, et al., Oppose Distribution to LSI
-------------------------------------------------------------------
Solus Alternative Asset Management LP and PointState Capital LP,
Ernst & Young Inc., the court-appointed Monitor and foreign
representative of Nortel Networks Corporation, Nortel Networks
Limited and certain of their Canadian subsidiaries, and the Ad Hoc
Bondholders Group oppose Liquidity Solutions, Inc.'s request for
the U.S. Bankruptcy Court to direct Nortel Networks Inc. to make
interim distributions on allowed administrative, priority, and
unsecured claims.

The Objectors aver that, while the prospect of receiving an interim
distribution has undeniable appeal, the inevitable consequences
militate against it, as such, LSI’s proposal for an interim
distribution at this time is not yet appropriate.

According to Objectors, in order to make distributions to unsecured
creditors, the Debtors would have to take adequate reserves first
for various administrative and priority claims as well as to ensure
that they have adequate cash available to satisfy administrative
claims that could arise during the course of these cases.

Given the size of the unliquidated administrative and general
unsecured claims pools, the cash on hand would be too small to
justify the expense and distraction after reserves are taken for
unresolved administrative and unsecured claims, literally there
will be no funds remaining for distribution to the full creditor
body, the Objectors aver.

The Objectors further aver that the Court should not take
precipitous action based on the request of a single creditor
holding allowed administrative and priority claims of approximately
$330,000 that would potentially prejudice other similarly situated
creditors of the US Debtors.

Moreover, the Court's prior orders in respect of the broader
dispute over allocation of the escrowed sale proceeds are subject
to pending appeals in the U.S. District Court for the District of
Delaware, as such, the Court should reject any invitation in the
Supplemental Motion and in any objections and other responses
thereto to re-litigate issues that have already been decided by the
Court and that are now on appeal.

Attorneys for Ernst & Young Inc., as Monitor and Foreign
Representative of the Canadian Debtors:

       Mary F. Caloway, Esq.
       Kathleen A Murphy, Esq.
       BUCHANAN INGERSOLL & ROONEY PC
       919 North Market Street, Suite 1500
       Wilmington, Delaware 19801
       Telephone: (302) 552-4200
       Facsimile: (302) 552-4295
       Email: mary.caloway@bipc.com
              kathleen.murphy@bipc.com

       -- and --

       Ken Coleman, Esq.
       Daniel J. Guyder, Esq.
       ALLEN & OVERY LLP
       1221 Avenue of the Americas
       New York, New York 10020
       Telephone: (212) 610-6300
       Facsimile: (212) 610-6399
       Email: ken.coleman@allenovery.com
              daniel.guyder@allenovery.com

Attorneys for Ad Hoc Group of Bondholders:

       Laura Davis Jones, Esq.
       Peter J. Keane, Esq.
       PACHULSKI STANG ZIEHL &JONES LLP
       919 N. Market Street, 17th Floor
       PO Box 8705
       Wilmington, Delaware 19899-8705 (Courier 19801)
       Telephone: (302) 652-4100
       Facsimile: (302) 652-4400
       Email: ljones@pszjlaw.com
              pkeane@pszjlaw.com

       -- and --

       Dennis F. Dunne, Esq.
       Andrew M. Leblanc, Esq.
       Atara Miller, Esq.
       MILBANK, TWEED, HADLEY &MCCLOY LLP
       28 Liberty Street
       New York, New York 10005-1413
       Telephone: (212) 530-5000
       Facsimile: (212) 530-5219
       Email: ddunne@milbank.com
              aleblanc@milbank.com
              amiller@milbank.com

Counsel to Solus Alternative Asset Management LP and PointState
Capital LP

       Joanne P. Pinckney, Esq.
       PINCKNEY, URBAN, WEIDINGER & JOYCE LLC
       3711 Kennett Pike, Suite 210
       Greenville, DE 19807
       Telephone: (302) 504 1497
       Email: jpinckney@pwujlaw.com

       -- and --

       James C. Tecce, Esq.
       QUINN, EMANUEL, URQUHART & SULLIVAN LLP
       52 Madison Avenue, 22nd Floor
       New York, New York 10010
       Telephone: (212) 849-7000
       Email: jamestecce@quinnemanuel.com

           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.

According to The Wall Street Journal, 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.


OCI BEAUMONT: S&P Affirms 'B' CCR, Off CreditWatch Positive
-----------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit and 'B+'
issue-level ratings on Texas-based OCI Beaumont LLC and removed
them from CreditWatch where S&P placed them with positive
implications Aug. 6, 2015.  The outlook is negative.

The recovery rating on the senior secured debt remains '2',
indicating substantial (70%-90%, lower half of the range) recovery
in the event of a default.

"The rating action reflects our view that OCI Beaumont's credit
quality no longer benefits from a potential acquisition by a
higher-rated entity," said S&P Global Ratings credit analyst Paul
Kurias.  "We believe operating performance at OCI Beaumont, which
has weakened in recent quarters, the potential for covenant
compliance issues, and near-term refinancing requirements are among
the key factors that could contribute to a potential deterioration
in the company's credit quality," he added.

S&P's affirmation of the corporate credit rating and other ratings
reflects its base case view under which S&P believes that despite
weak earnings in 2016 the company's credit metrics will remain
appropriate for the aggressive financial risk profile and the
rating.  S&P's assessment of the company's aggressive financial
risk and vulnerable business risk map to a 'b' anchor score.
Modifiers do not affect the rating.  S&P views the company as
moderately strategic to the OCI N.V. group and view the group
credit profile assessment as neutral to the rating outcome at the
current rating.

The negative outlook reflects the risk that the company's earnings
could be weaker than projections in 2016, which could lead to
decreased covenant cushions and potentially causing or compliance
issues.  The outlook also reflects the risk that the company will
be unable to timely amend covenants in 2017, and extend the March
2017 maturity of its revolving credit facility.  S&P assumes
ongoing weakness in EBITDA in 2016, following depressed 2015
EBITDA.  S&P expects the company will be prudent in its dividend
payout so that liquidity doesn't weaken further.

S&P could lower ratings if total debt to EBITDA is more than 5x or
FFO to total debt drops below 12% at any point over the next 12
months due to operating weakness, acquisitions, investments, or
other large debt-funded growth initiatives, or shareholder rewards
with no near-term prospects for improvement.  S&P could lower
ratings if the company does not proactively extend the revolver
maturity well before its March 2017 maturity or amend covenants
well before their second-quarter 2017 tightening.  S&P could also
lower ratings if the company's free cash flow turned negative for
several quarters, or if liquidity weakened including if the company
had trouble complying with 2016 and first-quarter 2017 covenants.
S&P could also lower ratings if it believes creditors will cause an
acceleration of the term loan.

S&P could revise the outlook to stable if the company successfully
extended the date of its upcoming debt maturities, and if covenants
were amended on a long-term basis such that S&P believed that the
company could remain in compliance.

S&P believes OCI Beaumont's credit measures could be strong for the
current rating for brief periods; however, S&P believes the company
will support its own growth plans and, potentially, the parent OCI
N.V.'s growth plans in a manner that could limit improvement in
credit measures on a sustainable basis.


OLD TAMPA BAY: Case Summary & 3 Unsecured Creditors
---------------------------------------------------
Debtor: Old Tampa Bay Seafood Company, LLC
           dba I.C. Sharks
        13040 Gandy Blvd.
        Saint Petersburg, FL 33702

Case No.: 16-04576

Chapter 11 Petition Date: May 26, 2016

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Jake C Blanchard, Esq.
                  BLANCHARD LAW, P.A.
                  1501 S. Belcher Rd. Unit 2B
                  Largo, FL 33771
                  Tel: 727-531-7068
                  Fax: 727-535-2086
                  E-mail: jake@jakeblanchardlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Brian Storman, managing member.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb16-04576.pdf


OPEN TEXT: Moody's Rates Proposed Sr. Unsecured Notes Ba2
---------------------------------------------------------
Moody's Investors Service, affirmed Open Text Corp.'s Ba1 corporate
family rating (CFR) and assigned a Ba2 rating to the company's
proposed senior unsecured notes. Moody's also upgraded Open Text's
senior secured debt facilities to Baa2 from Baa3 and affirmed the
Ba2 rating on the company's existing senior unsecured notes due
2023 and other ratings as listed below. The proposed notes will be
used for general corporate purposes including acquisitions. The
ratings outlook remains stable.

RATINGS RATIONALE

The upgrade in the senior secured facilities to Baa2 reflects the
increasing proportion of junior debt in the capital structure. In
addition, the secured debt is now supported by additional cash in
the capital structure. The affirmation of the Ba1 CFR reflects the
expectation that though gross leverage increases to 3.7x from 2.8x
as a result of the proposed notes, 1) net leverage remains
unchanged at 1.4x at closing; 2) over time, the proceeds of the
notes will effectively be used to acquire profitable assets; and 3)
Open Text will focus on returning gross leverage to their 3x target
level, or below.

Moody's said, "The Ba1 corporate family rating recognizes Open
Text's leading position within the growing $5 billion enterprise
content management (ECM) market and B2B information exchange (IX)
market, as well as its expanding role in the complementary business
process management (BPM) and business analytics markets. As a
result, the company has one of the broadest suites of products in
the overall enterprise information management (EIM) industry (which
includes ECM, BPM, analytics and IX). The ratings also reflect the
stability of Open Text's enterprise software model with its large
recurring revenue base. The company is expected to maintain
relatively conservative financial policies and long term Debt to
EBITDA is expected to trend around or below 3x and free cash flow
to debt above 17.5%. The company is acquisitive however which could
result in Debt to EBITDA occasionally exceeding this level. We
expect limited organic growth in the near term and any growth to be
driven by acquisitions.

"The ratings could be downgraded if leverage is expected to exceed
3.25x or free cash flow to debt falls to below 15% for a sustained
period. Consideration will be given, however, for very strong cash
balances, particularly if we expect cash will be used to repay debt
or acquire cash generating assets. As a result of the company's
acquisition appetite, an upgrade to investment grade is unlikely in
the next two to three years. Ratings could be raised if the company
continues broadening its product portfolio and vertical market
expertise while demonstrating organic revenue, profit and cash flow
growth and maintaining leverage under 2.5x."

Liquidity is expected to be very good based on cash on hand ($890
million of cash and short term investments as of March 31, 2016),
an undrawn $300 million revolver and expectations of over $350
million of free cash flow over the next year. The company is
expected to use existing cash and generated cash to fund
acquisitions and occasional share repurchases.

Upgrades:

-- Issuer: Open Text Corp.

-- Senior Secured Bank Credit Facility, Upgraded to Baa2 (LGD2)
    from Baa3 (LGD2)

Assignments:

-- Issuer: Open Text Corp.

-- Proposed Senior Unsecured Regular Bond/Debenture, Assigned Ba2

    (LGD5)

Outlook Actions:

-- Issuer: Open Text Corp.

-- Outlook, Remains Stable

Affirmations:

-- Issuer: Open Text Corp.

-- Probability of Default Rating, Affirmed Ba1-PD

-- Speculative Grade Liquidity Rating, Affirmed SGL-1

-- Corporate Family Rating, Affirmed Ba1

-- Senior Unsecured Regular Bond/Debenture due 2023, Affirmed Ba2

    (LGD5)


Open Text Corp., headquartered in Waterloo, Ontario, Canada, is one
of the largest providers of enterprise content management and
business process management software. For twelve months ended March
31, 2016, revenues were approximately $1.8 billion.


PACIFIC SUNWEAR: April 7, 2017 Fixed as New Maturity Date
---------------------------------------------------------
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware issued his Second Order Amending the
Interim DIP Order.

Pacific Sunwear of California, Inc. and its affiliated Debtors had
notified the Court of the Second Amendment to the
Debtor-In-Possession Credit Agreement that it had executed with
Wells Fargo Bank, National Association, as Administrative Agent and
Collateral Agent, and the Lenders party thereto.

The following amendments were made on the Credit Agreement:

     (1) The definition of "Maturity Date" as stated in Section
1.01 of the Credit Agreement was deleted in its entirety and
substituted with the following: "Maturity Date" means the earliest
of: (a) April 7, 2017, (b) if the Final Financing Order is not
entered by May 27, 2016, immediately thereafter, (c) the effective
date of a Chapter 11 plan of reorganization, and (d) the closing of
a sale of all or substantially all of the assets of the Loan
Parties pursuant to Section 363 of the Bankruptcy Code.

     (2) Clause (e)(iii) of Section 6.22 of the Credit Agreement
was deleted in its entirety and substituted with the following:
(iii) no later than June 24, 2016, an auction with respect to
Competing Transaction (if any) will have been completed in
accordance with the Bidding Procedures Order.

     (3) Clause (r)(vi) of Section 8.01 of the Credit Agreement was
deleted in its entirety and substituted with the following: (vi)
the Final Financing Order is not entered prior to the expiration of
the Interim Financing Order, and in any event by May 27, 2016.

The final hearing to consider entry of the Final Order and final
approval of the DIP Facility is scheduled for May 26, 2016 at 10:00
a.m.

Pacific Sunwear of California, Inc. and its affiliated Debtors are
represented by:

          Michael R. Nestor, Esq.
          Joseph M. Barry, Esq.
          Maris J. Kandestin, Esq.
          Shane M. Reil, Esq.
          YOUNG CONAWAY STARGATT & TAYLOR, LLP
          Rodney Square
          1000 North King Street
          Wilmington, DE 19801
          Telephone: (302)571-6600
          Facsimile: (302)571-1253
          E-mail: mnestor@ycst.com
                  jbarry@ycst.com
                  mkandestine@ycst.com
                  sreil@ycst.com

                - and -

          Michael L. Tuchin, Esq.
          David M. Guess, Esq.
          Jonathan M. Weiss, Esq.
          Sasha M. Gurvitz, Esq.
          KLEE, TUCHIN, BOGDANOFF & STERN LLP
          1999 Avenue of the Stars, 39th Floor
          Los Angeles, CA 90067
          Telephone: (310)407-4029
          Facsimile: (310)407-9090
          E-mail: mtuchin@ktbslaw.com
                  dguess@kbtslaw.com
                  jweiss@kbtslaw.com
                  sgurvitz@kbtslaw.com

                       About Pacific Sunwear

Founded in 1982 in Newport Beach, California as a surf shop,
Pacific Sunwear of California, Inc. operates in the teen and young
adult retail sector, selling men's and womens apparel,
accessories,
and footwear. The Company went public in 1993 (NASDAQ: PSUN), and
peaked with 965 stores in 2006. At present, the Company has
approximately 593 retail locations nationwide under the names
"Pacific Sunwear" and "PacSun," which stores are principally in
mall locations. The Company has 2,000 full-time workers. Through
its ecommerce business, the Company operates an e-commerce site at
http://www.pacsun.com/      

On April 7, 2016, Pacific Sunwear of California, Inc., and two
affiliated debtors each filed a voluntary petition for relief
under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court
for the District of Delaware.  The cases are jointly administered
under Case No. 16-10882 and are pending before the Honorable
Laurie
Selber Silverstein.

The Debtors sought Chapter 11 protection with a Chapter 11 plan
that would convert debt into equity.

The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys; FTI Consulting, Inc.,
as financial advisor; Guggenheim Securities, LLC, as investment
banker; and Prime Clerk LLC as claims and noticing agent.


PACIFIC SUNWEAR: Assumption/Rejection Period Extended to Nov. 3
---------------------------------------------------------------
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware granted Pacific Sunwear of California,
Inc., et al.'s motion seeking to extend the 120-day deadline to
assume or reject unexpired leases of nonresidential real property
to Nov. 3, 2016.

Judge Silverstein held that the time within which the Debtors may
assume or reject any unexpired leases of non-residential real
property is extended to the earlier of (i) Nov. 3, 2016 and (ii)
the confirmation date of the Debtors' Chapter 11 plan.  He further
held that assumption may be conditioned upon the occurrence of the
effective date of the Debtors' chapter 11 plan.

Landlord Bohannon Development Company and the Taubman Landlords
opposed the Debtors' Motion to extend the deadline to assume or
reject unexpired leases of nonresidential real property.

"While BOHANNON is cognizant of the Debtor's need to evaluate the
Leases in conjunction with their efforts to reorganize their
financing affairs, nothing presented by the Debtor has presented a
justifiable reason for causing the substantial damage which would
result in BOHANNON being presented with an empty store immediately
prior to the holiday without adequate time to contract a holiday
tenant," Bohannon Development Company averred.

"Landlords submit that, by making the Motion within the first few
weeks of the case, with the bulk of the 120 days ahead of them,
Debtors did not and cannot meet their burden to show cause for any
extension when the Motion was made," the Taubman Landlords
contended.

The Debtors argued that they have amply met their burden of
establishing that cause exists to extend the Assumption/Rejection
period.  They related that the reduction of the Debtors' occupancy
costs is one of the primary tasks to be accomplished during the
Cases.  The Debtors further related that they are currently
negotiating with their landlords regarding lease concessions, and
the results of those negotiations will inform what the Debtors'
lease footprint will look like going forward, and, by extension,
which leases will be assumed and which will be rejected.

Bohannon Development Company is represented by:

          Ian Connor Bifferato, Esq.
          Thomas F. Driscoll III, Esq.
          THE BIFFERATO FIRM P.A.
          1007 N. Orange Street, 4th Floor
          Wilmington, DE 19801
          Telephone: (302)429-0907
          E-mail: cbifferato@bifferato.com
                  tdriscoll@bifferato.com

                  - and -

          Catherine Schlomann Robertson, Esq.
          PAHL & MCCAY, APC
          225 W. Santa Clara St, Suite 1500
          San Jose, CA 95113
          Telephone: (408)286-5100

The Taubman Landlords are represented by:

          Susan E. Kaufman, Esq.
          LAW OFFICE OF SUSAN E. KAUFMAN, LLC
          919 North Market Street, Suite 460
          Wilmington, DE 19801
          Telephone: (302)472-7420
          Facsimile: (302)792-7420
          E-mail: skaufman@skaufmanlaw.com

                  - and -

          Andrew S. Conway, Esq.
          THE TAUBMAN COMPANY
          200 East Long Lake Road, Suite 300
          Bloomfield Hills, MI 48304
          Telephone: (248)258-7427
          E-mail: aconway@taubman.com

Pacific Sunwear of California, Inc. and its affiliated Debtors are
represented by:

          Michael R. Nestor, Esq.
          Joseph M. Barry, Esq.
          Maris Kandestin, Esq.
          Shane M. Reil, Esq.
          YOUNG CONAWAY STARGATT & TAYLOR, LLP
          Rodney Square
          1000 North King Street
          Wilmington, DE 19801
          Telephone: (302)571-6600
          Facsimile: (302)571-1253
          E-mail: mnestor@ycst.com
                 jbarry@ycst.com
                 mkandestin@ycst.com
                 sreil@ycst.com

                  - and -

          Michael L. Tuchin, Esq.
          David M. Guess, Esq.
          Jonathan M. Weiss, Esq.
          Sasha M. Gurvitz, Esq.
          KLEE, TUCHIN, BOGDANOFF & STERN LLP
          1999 Avenue of the Stars, 39th Floor
          Los Angeles, CA 90067
          Telephone: (310)407-4029
          Facsimile: (310)407-9090
          E-mail: mtuchin@ktbslaw.com
                  dguess@ktbslaw.com
                  jweiss@ktbslaw.com
                  sgurvitz@ktbslaw.com

                       About Pacific Sunwear

Founded in 1982 in Newport Beach, California as a surf shop,
Pacific Sunwear of California, Inc. operates in the teen and young
adult retail sector, selling men's and womens apparel,
accessories,
and footwear. The Company went public in 1993 (NASDAQ: PSUN), and
peaked with 965 stores in 2006. At present, the Company has
approximately 593 retail locations nationwide under the names
"Pacific Sunwear" and "PacSun," which stores are principally in
mall locations. The Company has 2,000 full-time workers. Through
its ecommerce business, the Company operates an e-commerce site at
http://www.pacsun.com/      

On April 7, 2016, Pacific Sunwear of California, Inc., and two
affiliated debtors each filed a voluntary petition for relief
under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court
for the District of Delaware.  The cases are jointly administered
under Case No. 16-10882 and are pending before the Honorable
Laurie
Selber Silverstein.

The Debtors sought Chapter 11 protection with a Chapter 11 plan
that would convert debt into equity.

The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys; FTI Consulting, Inc.,
as financial advisor; Guggenheim Securities, LLC, as investment
banker; and Prime Clerk LLC as claims and noticing agent.


PACIFIC SUNWEAR: Court Authorizes KEIP and KERP Implementation
--------------------------------------------------------------
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware authorized Pacific Sunwear of California,
Inc. and its affiliated Debtors to implement their Key Employee
Incentive Program ("KEIP") and Key Employee Retention Program
("KERP").

Judge Silverstein authorized the Debtors to implement their KEIP
and KERP, despite the objection made by Andrew R. Vara.

"The KEIP, although styled as an incentive bonus program, is in
fact a retention bonus program seeking to distribute over $1.8
million to a select group of 9 insiders... The supposed "metrics"
of the KEIP are illusory.  Half of the maximum bonus for each
participant is earned merely by having the Plan, which was filed on
the Petition Date, go effective by September 30, 2016.  That date
is more than a month after the date by which the Debtors committed
to have the Plan consummated under a Restructuring Support
Agreement with their lenders.  Even if the Plan does not go
effective until after that date, the KEIP participants will still
receive between 60% and 80% of the maximum bonus they could obtain
under this metric, as long as the Plan goes effective by November
30, 2016...  The Debtors fail, however, to disclose the names or
titles of the KERP participants, even in the unredacted version of
the Motion, except to say that they are "ranging from managers to
vice-presidents."  Vice-presidents are officers, and therefore
presumed insiders under the Code, unless the Debtors can establish
otherwise.  As to the remaining KERP participants, the Motion does
not set forth adequate information to determine the whether or not
they are insiders," Mr. Vara averred.

PS Holdings of Delaware Agency Corp., et al. ("Term Loan Parties")
expressed their support for the Debtors' KEIP and KERP Motion.  The
Term Loan Parties contended that the awards and metrics proposed
under the KEIP are appropriately tailored and reasonably designed
under the circumstances to incentivize the management teal to
facilitate a swift restructuring, meet certain sales performance
metrics, and implement cost savings.  They believed that the KERP
will help to prevent attrition and boost employee morale during the
Debtors' restructuring.

Andrew R. Vara, Acting United States Trustee for Region 3, is
represented by:

          Juliet Sarkessian, Esq.
          OFFICE OF THE UNTED STATES TRUSTEE
          J. Caleb Boggs Federal Building
          844 King Street, Suite 2207, Lockbox 35
          Wilmington, DE 19801
          Telephone: (302)573-6491
          Facsimile: (302)573-6497
          E-mail: Juliet.M.Sarkessian@usdoj.gov

PS Holdings of Delaware Agency Corp., et al., are represented by:

          Domenic E. Pacitti, Esq.
          Michael W. Yurkewicz, Esq.
          KLEHR HARRISON HARVEY BRANZBURG LLP
          919 N. Market Street, Suite 1000
          Wilmington, DE 19801
          Telephone: (302)426-1189
          Facsimile: (302)426-9193
          E-mail: dpacitti@klehr.com
                  myurkewicz@klehr.com

                 - and -

          Morton Branzburg, Esq.
          KLEHR HARRISON HARVEY BRANZBURG LLP
          1835 Market Street, Suite 1400
          Philadelphia, PA 19103
          Telephone: (215)569-2700
          Facsimile: (215)568-6603
          E-mail: mbranzburg@klehr.com

               - and -

          Nicole L. Greenblatt, Esq.
          KIRKLAND & ELLIS LLP
          601 Lexington Avenue
          New York, NY 10022
          Telephone: (212)446-4800
          Facsimile: (212)446-4900
          E-mail: nicole.greenblatt@kirkland.com

                - and -

          Melissa N. Koss, Esq.
          KIRKLAND & ELLIS LLP
          555 California Street
          San Francisco, CA 940104
          Telephone: (415)439-1400
          Facsimile: (415)439-1500
          E-mail: melissa.koss@kirkland.com

                       About Pacific Sunwear

Founded in 1982 in Newport Beach, California as a surf shop,
Pacific Sunwear of California, Inc. operates in the teen and young
adult retail sector, selling men's and womens apparel,
accessories,
and footwear. The Company went public in 1993 (NASDAQ: PSUN), and
peaked with 965 stores in 2006. At present, the Company has
approximately 593 retail locations nationwide under the names
"Pacific Sunwear" and "PacSun," which stores are principally in
mall locations. The Company has 2,000 full-time workers. Through
its ecommerce business, the Company operates an e-commerce site at
http://www.pacsun.com/      

On April 7, 2016, Pacific Sunwear of California, Inc., and two
affiliated debtors each filed a voluntary petition for relief
under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court
for the District of Delaware.  The cases are jointly administered
under Case No. 16-10882 and are pending before the Honorable
Laurie
Selber Silverstein.

The Debtors sought Chapter 11 protection with a Chapter 11 plan
that would convert debt into equity.

The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys; FTI Consulting, Inc.,
as financial advisor; Guggenheim Securities, LLC, as investment
banker; and Prime Clerk LLC as claims and noticing agent.


PALISADES PARK: Seeks to Hire Dean Smith as Appraiser
-----------------------------------------------------
Palisades Park Plaza LLC seeks approval from the U.S. Bankruptcy
Court for the District of New Jersey to hire an appraiser.

The Debtor proposed to hire Dean Smith to conduct an appraisal of a
real estate located at 500 Tenth Street, Palisades Park, New
Jersey.

John Sywilok, Esq., at John W. Sywilok LLC, said an appraisal of
the property is necessary in order to determine the feasibility of
a Chapter 11 plan.

Mr. Smith will receive $3,400 in total compensation for his
services.

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

Mr. Smith can be reached through these numbers:

     Dean M. Smith
     The Real Estate Consulting & Appraisal Group
     1037 Route 46 East, Suite C205
     Clifton, New Jersey 07013
     Phone: (973) 779-8199
     Fax: (973) 779-0601
     Email: RECG02@optonline.net

The Debtor can be reached through:

     John Sywilok, Esq.
     John W. Sywilok LLC
     51 Main Street
     Hackensack, NJ 07601
     (201) 487-9390

                      About Palisades Park

Palisades Park Plaza LLC sought protection under Chapter 11 of the
Bankruptcy Code in the District of New Jersey (Newark) (Case No.
15-32649) on December 1, 2015.

The petition was signed by Chang Dong Kim, president. The case is
assigned to Judge Stacey L. Meisel.

The Debtor estimated assets of $0 to $50,000 and debts of $1
million to $10 million.


PALMAZ SCIENTIFIC: Hires Kingman as Counsel
-------------------------------------------
Palmaz Scientific, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the Western District of Texas to employ the
Law Offices of William B. Kingman, P.C. as counsel to the Debtors.


Palmaz Scientific requires Kingman to:

   -- counsel the Debtors' representatives in matters relating
      to the administration of the Bankruptcy Estate;

   -- represent the Debtors in negotiations with various
      creditors and equity holders;

   -- make court appearances and appearances before the U.S.
      Trustee on behalf of the Debtors;

   -- assist in the preparation of the Debtors' plan or
      reorganization and disclosure statement,

   -- prepare schedules and pleadings, analyze, negotiate and
      litigate claims which may be brought in the forms of
      objections or as adversary proceedings; and

   -- represent the Debtors and their bankruptcy estates in all
      other relevant matters relating to the administration of
      this case.

Kingman will be paid at these hourly rates:

     William B. Kingman         $350

     Paralegal/
     Legal Assistants           $110

Kingman will be paid a retainer in the amount of $50,000.

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

William B. Kingman, shareholder and president of the Law Office of
William B. Kingman, P.C., 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.

Kingman can be reached at:

     William B. Kingman, Esq.
     LAW OFFICES OF WILLIAM B. KINGMAN, P.C.
     4040 Broadway, Suite 450
     San Antonio, Texas 78205
     Tel: (210) 829-1199
     Fax: (210) 821-1114
     E-mail: bkingman@kingmanlaw.com

                   About Palmaz Scientific

Headquartered in San Antonio, Texas, Palmaz Scientific is a
research and development company dedicated to the advancement of
the technology and science of medical implants.

Palmaz Scientific Inc., Advanced Bio Prosthetic Surfaces, Ltd.,
ABPS Management, LLC and ABPS Venture One, Ltd., filed Chapter 11
bankruptcy petitions (Bankr. W.D. Tex. Proposed Nos. 16-50552,
16-50555, 16-50556 and 16-50554, respectively) on March 4, 2016.

The petitions were signed by Eugene Sprague as director. The
Debtors estimated both assets and liabilities in the range of $10
million to $50 million.

The Debtors have engaged Norton Rose Fulbright US LLP as counsel,
Groff & Rothe as accountants and Upshot Services LLC as noticing
agent.

The case is assigned to Judge Craig A. Gargotta.


PARADIGM ACQUISITION: Moody's Cuts Corporate Family Rating to B3
----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating of
Paradigm Acquisition Corp.  to B3 from B2 and Probability of
Default Rating to B3-PD from B2-PD. Moody's also downgraded the
company's first lien senior secured credit facilities to B2 (LGD 3)
from B1 (LGD 3). The rating outlook is stable.

The downgrade of the CFR reflects Moody's belief that significant
reductions in leverage will not be forthcoming in the near term due
to lower operating earnings and cash flow. With weaker EBITDA,
Moody's expects adjusted debt to EBITDA to be above 7.5x, which is
roughly 1 ½ turns higher than anticipated. Leverage will continue
to improve over time, but at a much slower pace than originally
expected.

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

Ratings downgraded:

Corporate Family Rating to B3 from B2

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

$25 million senior secured first lien revolving credit facility to
B2 (LGD 3) from B1 (LGD 3)

$222 million senior secured first lien term loan to B2 (LGD 3) from
B1 (LGD 3)

The rating outlook is stable.

RATINGS RATIONALE

The B3 CFR reflects Paradigm's high financial leverage, modest
absolute size based on revenues, and relatively high customer
concentration within the niche sub-segment of the worker's
compensation case management industry. With revenues ranging from
$250 million to $300 million, Paradigm is small when compared to
many other corporate issuers. The rating is supported by the
company's leading market position, its high barriers to entry,
strong customer retention and modest regulatory or reimbursement
risk. Moody's anticipates that the company's positive, albeit
modest, free cash flow will allow Paradigm to reduce leverage over
time through a combination of organic EBITDA growth and debt
repayment.

The stable outlook incorporates Moody's expectation that the
company will reduce leverage over time as it grows its core
business and pursues cross selling opportunities, but that it will
remain relatively small and highly levered.

The ratings could be downgraded if the company's operating
performance deteriorates. Ratings could also be downgraded if free
cash flow turns negative, if liquidity deteriorates, or if it debt
to EBITDA does not decline and approach 7.0x over the next 12-18
months.

The ratings could be upgraded over the intermediate term if the
company achieves greater scale, if operating performance improves,
and if debt to EBITDA is sustained below 6.0x.

Paradigm is the leading nationwide provider of outsourced
catastrophic worker's compensation case management services for
insurance companies and self-insured employers. The company's
product offerings include acute and ongoing catastrophic, and case
management services for traumatic brain injuries, spinal cord
injuries, amputations, burns, wounds, and chronic pain.


PARSLEY ENERGY: Moody's Assigns B3 Rating on $200MM Sr. Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B3(LGD5) rating to Parsley
Energy, LLC's (Parsley) proposed offering of $200 million senior
unsecured notes.  The company will use the notes, in addition to
the concurrent $203 million equity offering, to fund the
acquisition of mineral rights and working interest of 30,000 acres
in the Delaware Basin for $289.5 million, and for its capital
spending program.  Parsley's B2 Corporate Family Rating, stable
outlook, and all other ratings are unchanged.

"Parsley Energy's increased production and equity raise support its
credit metrics despite the additional issuance of debt," said
Arvinder Saluja, Moody's Vice President -- Senior Analyst.

Parsley's production is expected to continue growing in 2016 and
2017 despite a weak commodity price environment.  The company
issued equity in April 2016 to fund acquisition of interests in the
Southern Delaware Basin as well as the Midland Basin, both of which
closed in May 2016.

                         RATINGS RATIONALE

The B3 rating on Parsley's proposed notes is the same as the rating
on its existing $550 million unsecured notes due 2022.  Both are a
notch lower than the B2 CFR, consistent with Moody's Loss Given
Default Methodology, due to the structural subordination of the
notes to the $575 million secured revolving credit facility. The
company's $575 million borrowing base revolver is due September
2018, and had $574.7 million available for borrowing as of March
31, 2016.

Parsley's B2 CFR reflects the company's strong execution on its
growth capital spending, rising EBITDA despite the fall in
commodity prices, and improving credit metrics which have been
helped by equity issuances.  The B2 rating also reflects its
relatively modest scale and concentrated geographic presence.  The
rating incorporates the impact of the low crude oil price
environment, which is mitigated somewhat by Parsley's hedges for
2016 and 2017.  The CFR is supported by quality acreage in the
Permian Basin, liquids-rich production that generates good cash
margins, multiple year drilling inventory, and a high degree (99%)
of operational control over its leasehold acreage, which allows for
flexible capital allocation and development of its acreage in light
of crude price volatility.

Parsley has guided to 2016 capex budget of $410 - 460 million. Even
in this depressed price environment, the company's liquidity should
be sufficient to cover the capex and increasing production
volumes.

Parsley's stable rating outlook reflects our expectation that
production will be sustained at or above 30,000 boe/d in 2016 and
cash flow metrics will remain strong.  The rating could be upgraded
if the company's annual average daily production were to reach
40,000 boe/d, retained cash flow to debt is likely to remain above
20%, and the company approaches cash flow neutrality after
considering capital expenditures.  The rating could be downgraded
if retained cash flow to debt falls below 10%, EBITDA to Interest
Expense falls below 2.5x, or liquidity worsens.

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

Parsley Energy, LLC is an oil and gas exploration and production
(E&P) company with all of its properties located in the Midland and
Delaware Basins, which are sub-areas of the Permian Basin, in west
Texas.


PENN VIRGINIA: Asks to Assume Restructuring Support Agreement
-------------------------------------------------------------
Penn Virginia Corporation and its affiliated debtors ask the U.S.
Bankruptcy Court for the Eastern District of Virginia, Richmond
Division, for authorization to assume a Restructuring Support
Agreement, a Backstop Commitment and Exit Commitment Letters.

The Restructuring Support Agreement was entered into by the
Debtors, the Lenders party to the RBL Credit Facility Agreement,
the holders of notes issued pursuant to the Senior Indenture, dated
as of June 15, 2009, for the 7.250% Senior Notes due 2019 and the
8.500% Senior Notes due 2020, and each of the DIP Lenders, the
Backstop Parties, and the Exit Facility Lenders.

The Restructuring Term Sheet attached to the Restructuring Support
Agreement contemplates a swift restructuring financed by:

   (a) the consensual use of cash collateral, including funds
retained from the Debtors prepetition Swap Contracts liquidations;

   (b) the DIP Financing;

   (c) the Exit Facility; and

   (d) the Rights Offering.

The Restructuring Term Sheet contemplates a swift restructuring
consummated in accordance with the following Milestones:

     (a) no later than 8:00 a.m. on May 12, 2016, the PVA Entities
will commence the Chapter 11 Cases by filing bankruptcy petitions
with the Bankruptcy Court;

     (b) on, or no later than 24 hours after, the Petition Date,
the Debtors will file with the Bankruptcy Court a motion seeking
entry of the Interim DIP Order and the Final DIP Order;

     (c) no later than three days after the Petition Date, the
Debtors will file with the Bankruptcy Court (a) the Plan and the
Disclosure Statement and (b) this motion;

     (d) no later than three days after the Petition Date, the
Bankruptcy Court will have entered the Interim DIP Order;

     (e) no later than 15 days after the Petition Date, the Debtors
will file with the Bankruptcy Court (a) a motion to establish a bar
date for filing proofs of claim and (b) the schedules of assets and
liabilities and statements of financial affairs for each Debtor;

     (f) no later than 30 days after the Petition Date, (i) the
Bankruptcy Court will have entered the Final DIP Order, (ii) the
Bankruptcy Court will have entered an order granting this motion,
and (iii) the Debtors will have delivered a proposal with regard to
the treatment of material contracts to the Majority Consenting
Noteholders;

     (g) no later than 45 days after the Petition Date, the
Bankruptcy Court will have entered an order ("Disclosure Statement
Order") approving the adequacy of the Disclosure Statement and
related solicitation procedures (including the Rights Offering
Procedures);

     (h) no later than 45 days after the entry of the Disclosure
Statement Order, the Bankruptcy Court will commence a hearing to
confirm the Plan ("Confirmation Hearing");

     (i) no later than 5 days after the commencement of the
Confirmation Hearing, the Bankruptcy Court will enter an order
("Confirmation Order") confirming the Plan; and

     (j) no later than 25 days after entry of the Confirmation
Order, the Debtors will consummate the transactions contemplated by
the Plan.

The Debtors relate that the Restructuring Support Agreement
contains a number of provisions that will impact the administration
of the chapter 11 cases.  They further relate that in addition to
certain other commitments, under the Restructuring Support
Agreement, each of the Restructuring Support Parties agreed to "use
commercially reasonable efforts to support and cooperate with the
Debtors to take all commercially reasonable actions necessary to
consummate the Restructuring Transactions in accordance with the
Plan and the terms and conditions of the Agreement and the
Restructuring Term Sheet."

"The Debtors may, upon notice to the Restructuring Support Parties,
terminate their obligations under the Restructuring Support
Agreement upon: (a) certain defined breaches by a Restructuring
Support Party of its obligations under the Restructuring Support
Agreement; (b) if the Definitive Documents do not comply with the
Restructuring Support Agreement; and (c) importantly, "if the board
of directors or board of managers, as applicable, of any [Debtor]
determines, after receiving advice from counsel, that proceeding
with the Restructuring Transactions (including, without limitation,
the Plan or solicitation of the Plan) would be inconsistent with
the exercise of its fiduciary duties"... the Debtors have agreed to
pay or reimburse all reasonable and documented fees of certain
professionals ("Professional Fees") employed by the Consenting RBL
Lenders and Consenting Noteholders," the Debtors aver.

The Debtors relate that they executed a Backstop Commitment
Agreement with certain of the Noteholders, prior to the Petition
Date.  The Debtors further relate that under the terms of the
Restructuring Support Agreement, on the Effective Date, the Debtors
will consummate the Rights Offering, which is backstopped by the
Backstop Parties.

The Debtors tell the Court that under the terms of the Backstop
Commitment Agreement, in addition to agreeing to exercise fully all
Subscription Rights issued to them pursuant to the Plan, the
Backstop Parties have agreed to purchase all unsubscribed shares
under the Rights Offering, at a Per Share Purchase Price that
reflects a discount of 25 percent to the total settled plan equity
value of $125 million.  The Debtors further tell the Court that
under the terms of the Backstop Commitment Agreement, the Debtors
will pay the Backstop Parties either (a) a premium in an amount
equal to $3,000,000 (which represents 6% of the $50 million
aggregate Rights Offering amount) upon consummation of the Rights
Offering, or (b) a termination fee in an amount equal to
$2,000,000.

The Debtors contend that the Backstop Parties may terminate their
obligations under the Backstop Commitment Agreement upon written
notice if the closing date of the Rights Offering has not occurred
within 120 days after the Petition Date, which date may be extended
with the requisite support of the Backstop Parties.

"In addition, certain of the RBL Lenders, in their capacities as
Exit Facility Lenders, executed the Exit Commitment Letters prior
to the Petition Date, which were agreed to and accepted by the
Debtors.  Under the Exit Commitment Letters, the Exit Facility
Lenders, subject to certain conditions, committed to fund their
respective portions of the initial borrowing base limit of up to
$128 million under the Exit Facility.  The Exit Commitment Letters
also provide that the Debtors will pay, as applicable: (a) a
structuring fee to the RBL Agent, in its capacity as Exit Agent, on
the closing date of the Exit Facility; (b) administrative fees to
the Exit Agent both on and continuing after the closing date of the
Exit Facility; (c) "upfront fees" in an aggregate amount equal to
$1.28 million to the Exit Facility Lenders on the closing date of
the Exit Facility; and (d) a termination fee in an aggregate amount
equal to $1.28 million to the Exit Facility Lenders in the event
that the Debtors are required to pay the termination fee under the
Backstop Commitment Agreement... Similar to the Backstop Commitment
Agreement, the Exit Facility Lenders may terminate their
obligations under the Exit Commitment Letters if the closing date
of the Exit Facility has not occurred within 120 days after the
Petition Date, which date may be extended with the requisite
support of the Exit Facility Lenders," the Debtors contend.

Penn Virginia Corporation and its affiliated debtors are
represented by:

          Edward O. Sassower, Esq.
          Joshua A. Sussberg, Esq.
          Brian E. Schartz, Esq.
          KIRKLAND & ELLIS LLP
          KIRKLAND & ELLIS INTERNATIONAL LLP
          601 Lexington Avenue
          New York, NY 10022
          Telephone: (212)446-4800
          Facsimile: (212)446-4900
          E-mail: edward.sassower@kirkland.com
                  joshua.sussberg@kirkland.com
                  brian.schartz@kirkland.com

                  - and -

          James H.M. Sprayregen, Esq.
          Justin R. Bernbrock, Esq.
          Benjamin M. Rhode, Esq.
          KIRKLAND & ELLIS LLP
          KIRKLAND & ELLIS INTERNATIONAL LLP
          300 North LaSalle
          Chicago, IL 60654
          Telephone: (312)862-2000
          Facsimile: (312)862-2200
          E-mail: james.sprayregen@kirkland.com
                  justin.bernbrock@kirkland.com
                  benjamin.rhode@kirkland.com

                  - and -

          Michael A. Condyles, Esq.
          Peter J. Barrett, Esq.
          Jeremy S. Williams, Esq.
          KUTAK ROCK LLP
          Bank of America Center
          1111 East Main Street, Suite 800
          Richmond, VA 23219
          Telephone: (804)644-1700
          Facsimile: (804)783-6192
          E-mail: Michael.Condyles@KutakRock.com
                  Peter.Barrett@KutakRock.com
                  Jeremy.Williams@KutakRock.com

                About Penn Virginia Corporation

Based in Radnor, Pennsylvania, Penn Virginia Corporation is an
independent oil and gas company engaged in the exploration,
development and production of oil, NGLs and natural gas in various
domestic onshore regions of the United States, with a primary
focus
in the Eagle Ford Shale in South Texas.

Each of Penn Virginia Corporation, Penn Virginia Holding Corp.,
Penn Virginia MC Corporation, Penn Virginia MC Energy L.L.C., Penn
Virginia MC Operating Company L.L.C., Penn Virginia Oil & Gas
Corporation, Penn Virginia Oil & Gas GP LLC, Penn Virginia Oil &
Gas LP LLC and Penn Virginia Oil & Gas, L.P. filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va.
Case Nos. 16-32395 to 16-32403, respectively) on May 12, 2016. The
petitions were signed by Seth R. Bullock as chief restructuring
officer.

The Debtors have engaged Kirkland & Ellis LLP as counsel, Kutak
Rock LLP as local counsel, Jefferies LLC as investment banker,
Alvarez & Marsal North America, LLC as restructuring advisor,
KPMG
LLP as tax advisor and Epiq Bankruptcy Solutions, LLC as notice,
claims and balloting agent.  PJT Partners is acting as financial
advisor and Milbank, Tweed, Hadley & McCloy LLP is acting as legal
advisor to the ad hoc committee of noteholders.  Opportune LLP is
acting as financial advisor and Bracewell LLP is acting as legal
advisor to Wells Fargo (as agent) and the RBL lenders.

Judge Keith L. Phillips has been assigned the cases.


PENN VIRGINIA: Targeting Aug. 4 Confirmation of Plan
----------------------------------------------------
Penn Virginia Corporation and its affiliated debtors ask the U.S.
Bankruptcy Court for the Eastern District of Virginia, Richmond
Division to approve the adequacy of the Disclosure Statement, as
well as the solicitation and notice procedures with respect to the
confirmation of their proposed joint plan of reorganization.

The Debtors propose the following dates and deadlines with respect
to confirmation of the Plan:

     (a) Disclosure Statement Objection Deadline: June 13, 2016 at
5:00 p.m.

     (b) Disclosure Statement Hearing Date: June 20, 2016

     (c) Voting Record Date: June 20, 2016

     (d) Solicitation Deadline: Five business days following entry
of the Order

     (e) Publication Deadline: June 27, 2016

     (f) Plan Objection Deadline: July 25, 2016 at 5:00 p.m.

     (g) Voting Deadline: July 26, 2016 at 5:00 p.m.

     (h) Deadline to File Confirmation Brief: August 2, 2016 at
12:00 p.m.

     (i) Plan Objection Response Deadline: August 2, 2016 at 12:00
p.m.

     (j) Deadline to File Voting Report: August 2, 2016 at 12:00
p.m.

     (k) Confirmation Hearing Date: August 4, 2016 at 10:00 a.m.

The Debtors relate that the Disclosure Statement provides "adequate
information" to allow holders of Claims in the Voting Classes to
make informed decisions about whether to vote to accept or reject
the Plan.

The Debtors contend that the Disclosure Statement contains a number
of categories of information that courts consider "adequate
information".

The hearing on the Disclosure Statement and the Solicitation
Procedures is scheduled on June 20, 2016 at 2:00 p.m.  The deadline
for the submission of objections to the Disclosure Statement is
June 13, 2016 at 5:00 p.m.

                      The Reorganization Plan

Penn Virginia Corporation, et al., filed a Chapter 11 Plan of
Reorganization that incorporates terms of a Restructuring Support
Agreement negotiated with lenders holding 100 percent of the
principal amount of the loans arising under the RBL Facility, and
holders of approximately 86 percent of the principal amount of the
Notes.  

According to the Disclosure Statement, the Plan provides that:

   * Holders of administrative and priority Claims shall be paid in
full, in cash on the Effective Date;

   * Holders of DIP Claims shall receive payment in full, in cash
on the Effective Date, funded from cash on hand and the proceeds
of the Exit Facility and the Rights Offering;

   * Holders of Other Secured Claims shall receive such treatment
as to render their claims unimpaired;

   * Holders of RBL Claims shall receive payment in full, in cash
on the Effective Date, funded from cash on hand and the proceeds
of the Exit Facility and the Rights Offering;

   * Holders of Note Claims and holders of General Unsecured
Claims, collectively, shall each receive their pro rata share of an
aggregate of 100% of the New Common Stock on the Effective
Date, subject to dilution on account of the Management Incentive
Plan Equity, any fees payable in New Common Stock under the terms
of the Backstop Commitment Agreement (including the Commitment
Premium), and the New Common Stock issued in the Rights Offering;

   * Holders of Note Claims shall also be entitled to participate
in the Rights Offering in accordance with the Backstop Commitment
Agreement, the Restructuring Support Agreement, the Plan, and
certain Rights Offering Procedures;

   * All existing Interests in Penn Virginia will be canceled,
extinguished, and discharged; and

   * Intercompany Claims and Interests shall be reinstated or
canceled at the Debtors' or the reorganized Debtors' option.

A full-text copy of the Disclosure Statement, dated May 12, 2016,
is available at https://is.gd/bpgJYl

Penn Virginia Corporation and its affiliated debtors are
represented by:

          Edward O. Sassower, Esq.
          Joshua A. Sussberg, Esq.
          Brian E. Schartz, Esq.
          KIRKLAND & ELLIS LLP
          KIRKLAND & ELLIS INTERNATIONAL LLP
          601 Lexington Avenue
          New York, NY 10022
          Telephone: (212)446-4800
          Facsimile: (212)446-4900
          E-mail: edward.sassower@kirkland.com
                  joshua.sussberg@kirkland.com
                  brian.schartz@kirkland.com

                  - and -

          James H.M. Sprayregen, Esq.
          Justin R. Bernbrock, Esq.
          Benjamin M. Rhode, Esq.
          KIRKLAND & ELLIS LLP
          KIRKLAND & ELLIS INTERNATIONAL LLP
          300 North LaSalle
          Chicago, IL 60654
          Telephone: (312)862-2000
          Facsimile: (312)862-2200
          E-mail: james.sprayregen@kirkland.com
                  justin.bernbrock@kirkland.com
                  benjamin.rhode@kirkland.com

                  - and -

          Michael A. Condyles, Esq.
          Peter J. Barrett, Esq.
          Jeremy S. Williams, Esq.
          KUTAK ROCK LLP
          Bank of America Center
          1111 East Main Street, Suite 800
          Richmond, VA 23219
          Telephone: (804)644-1700
          Facsimile: (804)783-6192
          E-mail: Michael.Condyles@KutakRock.com
                 Peter.Barrett@KutakRock.com
                 Jeremy.Williams@KutakRock.com

                About Penn Virginia Corporation

Based in Radnor, Pennsylvania, Penn Virginia Corporation is an
independent oil and gas company engaged in the exploration,
development and production of oil, NGLs and natural gas in various
domestic onshore regions of the United States, with a primary
focus
in the Eagle Ford Shale in South Texas.

Each of Penn Virginia Corporation, Penn Virginia Holding Corp.,
Penn Virginia MC Corporation, Penn Virginia MC Energy L.L.C., Penn
Virginia MC Operating Company L.L.C., Penn Virginia Oil & Gas
Corporation, Penn Virginia Oil & Gas GP LLC, Penn Virginia Oil &
Gas LP LLC and Penn Virginia Oil & Gas, L.P. filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va.
Case Nos. 16-32395 to 16-32403, respectively) on May 12, 2016. The
petitions were signed by Seth R. Bullock as chief restructuring
officer.

The Debtors have engaged Kirkland & Ellis LLP as counsel, Kutak
Rock LLP as local counsel, Jefferies LLC as investment banker,
Alvarez & Marsal North America, LLC as restructuring advisor,
KPMG
LLP as tax advisor and Epiq Bankruptcy Solutions, LLC as notice,
claims and balloting agent.  PJT Partners is acting as financial
advisor and Milbank, Tweed, Hadley & McCloy LLP is acting as legal
advisor to the ad hoc committee of noteholders.  Opportune LLP is
acting as financial advisor and Bracewell LLP is acting as legal
advisor to Wells Fargo (as agent) and the RBL lenders.

Judge Keith L. Phillips has been assigned the cases.


PERPETUAL ENERGY: Moody's Cuts Corporate Family Rating to Caa2
--------------------------------------------------------------
Moody's Investors Service downgraded Perpetual Energy Inc.'s
Corporate Family Rating (CFR) to Caa2 from Caa1, Probability of
Default Rating (PDR) to Caa2-PD/LD from Caa1-PD, and the senior
unsecured notes to Caa3 from Caa2. The Speculative Grade Liquidity
Rating was raised to SGL-3 from SGL-4. The rating outlook remains
negative.

The appending of the PDR with an "/LD" designation indicates
limited default, reflecting the recent closing of the company's
exchange of approximately $214 million of its senior unsecured
notes for 4.4 million Tourmaline Oil Corp (unrated) shares, valued
at about C$140 million. Moody's views the exchange as a Distressed
Exchange, which is a Default under Moody's definitions. The "/LD"
designation will be removed after one business day.

"The downgrade reflects the drastic reduction in capital spending
to virtually nil leading to continuing production declines, which,
with weak AECO natural gas pricing, will hamper cash flow
generation," said Paresh Chari, Moody's AVP-Analyst.

Downgrades:

Issuer: Perpetual Energy Inc.

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

-- Corporate Family Rating, Downgraded to Caa2 from Caa1

-- Senior Unsecured Regular Bond/Debenture, Downgraded to
    Caa3(LGD4) from Caa2(LGD4)

Ratings Raised:

Issuer: Perpetual Energy Inc.

-- Speculative Grade Liquidity Rating, Raised to SGL-3 from SGL-4

Outlook Actions:

Issuer: Perpetual Energy Inc.

-- Outlook, Remains Negative

RATINGS RATIONALE

Perpetual's Caa2 CFR reflects the low cash margins driven by a high
percentage of natural gas linked to weak AECO pricing and the
drastic cut in capex to almost nil, which will lead to declining
production in 2016 and 2017. The very low and unsustainable capital
spend is the only way Perpetual can maintain breakeven free cash
flow and preserve liquidity. The rating favorably recognizes
Perpetual's adequate liquidity profile.

In accordance with Moody's Loss Given Default (LGD) Methodology,
the C$36 million and C$25 million senior unsecured notes are rated
Caa3, one notch below the CFR, due to the amount of priority
ranking debt of the C$6 million secured revolver, C$10 million
secured margin loan and C$21 million Tourmaline secured share
financing.

Moody's said, "the SGL-3 Speculative Grade Liquidity Rating
reflects adequate liquidity through the first quarter of 2017. At
the end of the second quarter of 2016 and pro forma for the swap of
C$214 million of senior notes in exchange of 4.4 million Tourmaline
shares, Perpetual will have about C$30 million of cash and no
availability under its C$6 million revolver. We expect Perpetual
will be close to breakeven free cash flow through the first quarter
of 2017. We expect Perpetual will be in compliance with its two
financial covenants through this period. Perpetual has limited
sources of alternate liquidity since it has exhausted most of its
Tourmaline shares and sold its gas storage facility. Perpetual's
C$36 million and C$25 million senior unsecured notes are due in
March 2018 and July 2019, respectively."

Moody's said, "the negative outlook reflects our view that
Perpetual's capital spend is unsustainable, which leads to
production and reserve declines."

The ratings could be downgraded if liquidity deteriorates.

The ratings could be upgraded if the company has the ability to
address its upcoming maturities and if production and reserves
cease to decline.

Perpetual is a public Calgary, Alberta-based independent
exploration and production company with average daily production
(net of royalties) of about 17,000 barrels of oil equivalent per
day.


PIONEER HEALTH: Committee Hires GlassRatner as Financial Advisor
----------------------------------------------------------------
The official committee of unsecured creditors of Pioneer Health
Services, Inc. and its affiliates seeks approval from the U.S.
Bankruptcy Court for the Southern District of Mississippi to hire
GlassRatner Advisory & Capital Group LLC as its financial advisor.

The unsecured creditors' committee tapped the firm to provide these
services:

     (a) analyze any liquidation or waterfall analysis prepared by

         the Debtors;

     (b) develop a revised liquidation or waterfall analysis and
         valuation;

     (c) monitor any sale process of the Debtors, including
         periodic updates as to the status of specific buyers;

     (d) analyze the Debtors' operations prior to and after the
         petition date as the committee deems necessary;

     (e) analyze the Debtors' financial information prior to and
         after the petition date, as the committee deems
         necessary;

     (f) review the prospects and opportunities for the Debtors as

         an ongoing business operation;

     (g) review the financial aspects of any disclosure statement
         and plan of reorganization or liquidation;

     (h) negotiate with the Debtors' financial advisor;

     (i) advise the committee and its counsel on various financial

         and business matters associated with the Debtors;

     (j) address any related financial and business issues, as
         requested by the committee or its counsel;

     (k) confer with representatives of the committee, the Debtors

         and their counsel; and

     (l) report to the committee and its counsel on a regular
         basis.

The hourly rate charged by all GlassRatner professionals assigned
to the Debtors is $375.

Ronald Glass, a principal at GlassRatner, disclosed in a court
filing that the firm does not have an interest materially adverse
to the interest of the Debtors' estates.  

     Ronald Glass, Principal
     GlassRatner Advisory & Capital Group LLC
     3445 Peachtree Road, Suite 1225
     Atlanta, GA 30326
     Tel: (404) 835-8830
     Cell: (404) 822-0264
     Fax: (678) 904-1991
     E-mail: rglass@glassratner.com

The committee can be reached through:

     Darryl S. Laddin, Esq.
     Sean C. Kulka, Esq.
     Arnall Golden Gregory LLP
     171 17th Street, N.W., Suite 2100
     Atlanta, GA 30363-1031
     Tel: (404) 873-8500
     Fax: (404) 873-8501
     E-mail: darrxl.laddin@agg.com
             sean.kulka@,agg.com

           - and -

     James A. McCullough, II, Esq.
     Brunini, Grantham, Grower & Hewes PLLC
     The Pinnacle Building, Suite 100
     190 East Capitol Street
     Jackson, MS 39201
     Tel: 601-948-3101
     Fax: 601-960-6902
     Email: jmccullough@brunini.com

                      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.


PMT INVESTMENTS: 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 PMT Investments LLC.

PMT Investments LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Tenn. Case No. 16-02735) on April 18,
2016.  The Debtor is represented by William L Norton III, Esq., at
Bradley Arant Boult Cummings LLP.


PORTER BANCORP: Shareholders Elect Eight Directors
--------------------------------------------------
Porter Bancorp, Inc., announced that its shareholders elected eight
directors, approved a non-binding advisory vote on the compensation
of the company's executives, approved a proposal to authorize the
Company's board of directors to effect, at its discretion, a
reverse stock split, and approved the 2016 Omnibus Equity
Compensation Plan.

In comments made at the meeting, John T. Taylor, president and CEO
of Porter Bancorp, Inc., stated, "I would like to thank our
shareholders and directors for their continued support.  The
Company continues to make meaningful progress by returning recently
to profitability, reducing non-performing assets, and completing a
common equity capital raise just last month.  We remain focused on
building value as we continue lowering the company's risk profile
and delivering quality banking products and services to our
customers throughout the Commonwealth of Kentucky."

At the meeting, shareholders elected the following as directors to
serve for a one-year term:

(1) W. Glenn Hogan -- Chairman of Porter Bancorp, Inc. and CEO of
    Hogan Real Estate, a full service commercial real estate
    development company headquartered in Louisville, KY
    
(2) Michael T. Levy -- President of Muirfield Insurance LLC of
    Kentucky, a Lexington, KY based insurance brokerage firm

(3) James M. Parsons -- Chief Financial Officer of Ball Homes,
    LLC, a residential real estate development firm headquartered
    in Lexington, KY

(4) Bradford T. Ray -- Retired Chairman and CEO of Steel
    Technologies, Inc., a steel processor
    
(5) Marc N. Satterthwaite -- Vice President, Chief of Staff for
    Brown-Forman Corporation, a diversified producer of fine
    quality consumer products
   
(6) Dr. Edmond J. Seifried -- Principal Seifried & Brew LLC, a
    community bank education center in Bethlehem, Pennsylvania,
    and Professor Emeritus at Lafayette College in Easton,
    Pennsylvania

(7) John T. Taylor -- President and CEO of Porter Bancorp, and
    President and CEO of PBI Bank

(8) Kirk W. Wycoff -- Managing Member of Patriot Financial
    Partners, L.P., a private equity fund focused on investing in
    community banks, thrifts and other financial service related
    companies

On May 25, 2016, the board of directors of Porter Bancorp, Inc.
adopted an amendment to the Company's articles of incorporation to
increase the number of authorized shares of Series G Participating
Preferred Shares from 35,200 to 38,000.  The increase was made to
reserve additional Series G Preferred Shares for issuance pursuant
to the Company's Tax Benefits Preservation Plan as a result of the
increase in the number of the Company's authorized Non-Voting
Common Shares from 7.2 million to 10.0 million shares in April
2016.

                       About Porter Bancorp

Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky.  Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
12 counties in Kentucky.

Porter Bancorp reported a net loss of $3.21 million on $36.57
million of interest income for the year ended Dec. 31, 2015,
compared to a net loss of $11.15 million on $39.51 million of
interest income for the year ended Dec. 31, 2014.

As of March 31, 2016, Porter Bancorp had $938 million in total
assets, $904 million in total liabilities and $34.6 million in
total stockholders' equity.

The Company's auditor Crowe Horwath, LLP, in Louisville, Kentucky,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2015, citing that
"the Company has incurred substantial losses in 2015, 2014 and
2013, largely as a result of asset impairments resulting from the
re-evaluation of fair value and ongoing operating expenses related
to the high volume of other real estate owned and non-performing
loans.  In addition, the Company's bank subsidiary is not in
compliance with a regulatory enforcement order issued by its
primary federal regulator requiring, among other things, increased
minimum regulatory capital ratios as well as being involved in
various legal proceedings in which the Company disputes material
factual allegations against the Company.  Additional losses,
adverse outcomes from legal proceedings or the continued inability
to comply with the regulatory enforcement order may result in
additional adverse regulatory action.  These events raise
substantial doubt about the Company's ability to continue as a
going concern."


PREFERRED CONCRETE: Hires O. Allan Fridman as Bankruptcy Counsel
----------------------------------------------------------------
Preferred Concrete & Excavating, Inc., seeks permission from the
Northern Distrit of Illinois to employ O. Allan Fridman as
bankruptcy counsel.

A hearing on the request is set for June 8, 2016 at 10:30 a.m.

Mr. Fridman will provide these services:

      (a) generally administering the Estate on behalf of the
          Debtor;

      (b) initiating settlement negotiations with various
          creditors;

      (c) preparing monthly operating reports;

      (d) drafting and receiving approval on its Chapter 11 plan;
          and

      (e) other various matters that may arise during the course
          of this Chapter 11 case.

Mr. Fridman will be paid $375 per hour for his services.  The
Debtor has agreed to pay Mr. Fridman a retainer of $10,000 plus
attorney's fees subject to court approval.

Mr. Fridman assures the Court that he does not hold nor represent
an interest adverse to the estate and is a disinterested person.

Mr. Fridman can be reached at:

          O. Allan Fridman, Esq.
          555 Skokie Boulevard Suite 500
          Northbrook, IL 60062
          Tel: (847) 412-0788
          E-mail: allan@fridlg.com

Preferred Concrete & Excavating, Inc., is a union concrete
contractor engaged in concrete in construction in Northern Illinois
and surrounding areas for the past 14 years.  The Debtor has
approximately 10 employees.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 16-81114) on May 4, 2016.  O. Allan Fridman, Esq., at
the Law Office of O. Allan Fridman serves as the Debtor's
bankruptcy counsel.


PREMIER TRANSFER: Seeks to Hire Magee Goldstein as Legal Counsel
----------------------------------------------------------------
Premier Transfer and Storage, Inc. seeks approval from the U.S.
Bankruptcy Court for the Western District of Virginia to hire Magee
Goldstein Lasky & Sayers, P.C. as its legal counsel.

The Debtor tapped the firm to provide these services:

     (a) provide advice about its powers and duties as debtor-in-
         possession;

     (b) advise and consult on the conduct of the Debtor's
         bankruptcy case;

     (c) attend meetings and negotiating with representatives of  
         the Debtor's creditors and other parties;

     (d) take all necessary action to protect and preserve the
         Debtor's estate, including prosecuting actions on its
         behalf;

     (e) prepare legal papers;

     (f) represent the Debtor in connection with obtaining post-
         petition financing, if necessary;

     (g) advise the Debtor in connection with any potential sale
         of assets;

     (h) appear before the court;

     (i) take any necessary action to negotiate, prepare and
         obtain approval of a Chapter 11 plan; and

     (j) perform all other necessary legal services, including  
         analyzing the Debtor's leases and contracts, analyzing
         the validity of liens; and advising the Debtor on
         corporate and litigation matters.

Magee Goldstein attorneys who bill at hourly rates typically
ranging from $250 to $375. Paralegal and paraprofessional rate is
$100 per hour.

Garren Laymon, Esq., an associate attorney at Magee Goldstein,
disclosed in a court filing that the firm is a "disinterested
person" as defined in section 101(14) of the Bankruptcy Code,
according to court filings.

Magee Goldstein can be reached through:

     Andrew S. Goldstein, Esq.
     Garren R. Laymon, Esq.
     Magee Goldstein Lasky & Sayers, P.C.
     P.O. Box 404
     Roanoke, VA 24003-0404
     Telephone: (540) 343-9800
     Facsimile: (540) 343-9898
     Email: agoldstein@mglspc.com

                     About Premier Transfer

Premier Transfer and Storage, Inc. sought protection under Chapter
11 of the Bankruptcy Code in the Western District of Virginia
(Roanoke) (Case No. 16-70721) on May 23, 2016.  

The petition was signed by John S. Phillips, president.  The case
is assigned to Judge Paul M. Black.

The Debtor estimated assets of $500,000 to $1 million and debts of
$1 million to $10 million.


PRODUCTION RESOURCE: S&P Reinstates CCC+ Rating on $250MM Revolver
------------------------------------------------------------------
S&P Global Ratings corrected ratings release by reinstating its
'CCC+' rating on U.S.-based Production Resource Group LLC's (PRG's)
$250 million senior secured asset-based lending (ABL) revolver.
S&P had withdrawn the rating in error on April 15, 2016.

RATINGS LIST

Production Resource Group Inc.
Corporate Credit Rating                      CCC-/Negative/--

Rating Reinstated

Production Resource Group (Europe) Ltd.
Production Resource Group Canada Ltd.
Production Resource Group LLC
Senior Secured
  $250 million asset-based lending revolver    CCC+
   Recovery Rating                             1


QRS RECYCLING: Hires Bingham Greenebaum as Counsel
--------------------------------------------------
QRS Recycling of Georgia, LLC, seeks authority from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Bingham Greenebaum Doll LLP as counsel to the Debtor.

QRS Recycling requires BGD to:

   a. advise the Debtor of its rights, powers and duties as a
      debtor in possession while operating and managing its
      business and property under chapter 11 of the Bankruptcy
      Code;

   b. prepare on behalf of the Debtor all necessary and
      appropriate applications, motions, proposed orders, other
      pleadings, notices, schedules and other documents, and
      reviewing all financial and other reports to be filed in
      the Chapter 11 Case;

   c. advise the Debtor concerning, and prepare responses to,
      applications, motions, other pleadings, notices and other
      papers that may be filed by other parties in the Chapter 11
      Case;

   d. advise the Debtor with respect to, and assist in the
      negotiation and documentation, of, financing agreements and
      related transactions;

   e. review the nature and validity of any liens asserted
      against the Debtor's property and advising the Debtor
      concerning the enforceability of such liens;

   f. advise the Debtor regarding its ability to initiate actions
      to collect and recover property for the benefit of its
      bankruptcy estates, provided, however, that BGD will not
      represent the Debtor or the Non-Debtor Affiliates in
      connection with any intercompany claims;

   g. advise and assist the Debtor in connection with any
      potential property dispositions;

   h. advise the Debtor concerning executory contract and
      unexpired lease assumptions, assignments and rejections;

   i. advise the Debtor in connection with the formulation,
      negotiation and promulgation of a plan or plans of
      liquidation, and related transactional documents;

   j. assist the Debtor in reviewing, estimating and resolving
      claims asserted against the Debtor's bankruptcy estate;

   k. commence and conduct litigation necessary and appropriate
      to assert rights held by the Debtor, protect assets of the
      Debtor's bankruptcy estate or otherwise further the goal of
      completing the Debtor's successful reorganization; and

   l. provide non-bankruptcy services for the Debtor to the
      extent requested by the Debtor.

BGD will be paid at these hourly rates:

     James R. Irving, Partner             $325
     Brian D. Zoeller, Partner            $300
     April A. Wimberg, Associate          $215
     Susan H. Mays, Paralegal             $225

BGD will be paid a retainer in the mount of $10,000.

The retainer funding was paid by using the Debtor's cash, although
that cash was previously held by non-debtor affiliate QRS, Inc. on
account of the Debtor's cash management system whereby QRS, Inc.
acts as collecting agent for much of the Debtor's accounts
receivable.

BGD has not received any payment or compensation from the Debtor
aside from the retainer. However, BGD has received other payment
and compensation from the Debtor's non-debtor affiliates for whom
BGD has performed work and continues to perform work.

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

James Irving, partner in the law firm of Bingham Greenebaum Doll
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.

BGD can be reached at:

     James R. Irving, Esq.
     BINGHAM GREENEBAUM DOLL LLP
     3500 National City Tower
     101 South Fifth Street
     Louisville, KY 40202
     Tel:  (502) 587-3606
     Fax:  (502) 540-2215
     E-mail: jirving@bgdlegal.com

                      About QRS Recycling

QRS Recycling of Georgia, LLC, operator of a recycling facility
located at 120 Hollow Tree Lane SW, Atlanta, Georgia, filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Ga. Case No. 16-58837)  on May 20, 2016, to liquidate its
assets.  The case is pending before Judge James R. Sacca.

DLA Piper LLP (US) and Bingham Greenbaum Doll LLP represent the
Debtor as counsel. Upshot Services LLC serves as the Debtor's
claims and noticing agent.

The Debtor estimated assets of up to $10 million and liabilities in
the range of $10 million to $50 million.


QRS RECYCLING: Hires UpShot as Claims Agent
-------------------------------------------
QRS Recycling of Georgia, LLC, seeks authority from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
UpShot Services LLC as noticing, claims and balloting agent to the
Debtor.

QRS Recycling requires UpShot to:

   a. prepare and serve required notices and documents in
      the Chapter 11 Case in accordance with the Bankruptcy
      Code and the Bankruptcy Rules in the form and manner
      directed by the Debtor and/or the Court including,
      (i) notice of the commencement of the Chapter 11 Case
      and the initial meeting of creditors under Bankruptcy
      Code § 341(a), (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 Debtor's plan or
      plans of liquidation, 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 Debtor or
      Court may deem necessary or appropriate for an
      orderly administration of the Chapter 11 Case;

   b. maintain an official copy of the Debtor's Schedules
      of Assets & Liabilities and Statement of Financial
      Affairs (together, the "Schedules") listing the
      Debtor's known creditors and the amounts owed
      thereto;

   c. maintain (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 sections 2002(i), (j) and (k) and those
      parties that have filed a notice of appearance
      pursuant to Bankruptcy Rule 9010; update said lists
      and make said lists available upon request by a
      party-in-interest or the Clerk;

   d. furnish a notice to all potential creditors of the
      last date for the filing of proofs of claim and a
      form for the filing of a proof of claim, after such
      notice and form are approved by this Court, and
      notify 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 such 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;

   e. maintain a post office box or address for the purpose
      of receiving claims and returned mail, and process
      all mail received;

   f. for all notices, motions, orders or other pleadings
      or documents served, prepare and file or caused to be
      filed with the Clerk an affidavit or certificate of
      service within seven (7) business days of service
      which includes (i) either a copy of the notice served
      or the docket numbers(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;

   g. process all proofs of claim received, including those
      received by the Clerk's Office, and check said
      processing for accuracy, and maintain the original
      proofs of claim in a secure area;

   h. maintain the official claims register for the Debtor
      (the "Claims Register") on behalf of the Clerk; upon
      the Clerk's request, provide the Clerk with
      certified, duplicate unofficial Claims Register; and
      specify in the Claims Register 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 Debtor, and (vii) any disposition of the
      claim;

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

   j. record all transfers of claims and provide any
      notices of such transfers as required by Bankruptcy
      Rule 3001(e);

   k. relocate, by messenger or overnight delivery, all of
      the court-filed proofs of claim to UpShot's offices,
      not less than weekly;

   l. perform and assist the Debtor and its retained
      professionals with such other tasks, duties and
      projects they deem necessary to the overall operation
      of the Chapter 11 Case;

   m. upon completion of the docketing process for all
      claims received to date for each case, turn over to
      the Clerk copies of the claims register for the
      Clerk's review (upon the Clerk's request);

   n. monitor the Court's docket for all notices of
      appearance, address changes, and claims-related
      pleadings and orders filed and make necessary
      notations on and/or changes to the claims register;

   o. assist in the dissemination of information to the
      public and respond to requests for administrative
      information regarding the Chapter 11 Case as directed
      by the Debtor or the Court, including through the use
      of a case website and/or call center;

   p. if the Chapter 11 Case are converted to chapter 7,
      contact the Clerk's Office within three (3) days of
      the notice to UpShot of entry of the order converting
      the Chapter 11 Case;

   q. thirty (30) days prior to the close of the Chapter 11
      Case, to the extent practicable, request that the
      Debtor submit to the Court a proposed Order
      dismissing UpShot and terminating the services of
      such agent upon completion of its duties and
      responsibilities and upon the closing of the Chapter
      11 Case;

   r. within seven (7) days of notice to UpShot of entry of
      an order closing the Chapter 11 Case, provide to the
      Court the final version of the claims register as of
      the date immediately before the close of the cases;
      and

   s. at the close of the Chapter 11 Case, box and
      transport all original documents, in proper format,
      as provided by the Clerk's Office, to (i) the Federal
      Archives Record Administration or (ii) any other
      Location requested by the Clerk's Office.

UpShot will be paid at these hourly rates:

     Clerical             $25
     Case Assistant       $60
     IT Manager           $125
     Case Consultant      $150
     Case Director        $170

UpShot will be paid a retainer in the amount of $3,000.

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

Travis Vandell, managing director of UpShot Services 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.

UpShot can be reached at:

     Travis Vandell
     UPSHOT SERVICES LLC
     8269 E. 23 rd Avenue, Suite 275
     Denver, CO 80238
     Tel: (855) 812-6112
     E-mail: tvandell@upshotservices.com

                      About QRS Recycling

QRS Recycling of Georgia, LLC, operator of a recycling facility
located at 120 Hollow Tree Lane SW, Atlanta, Georgia, filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Ga. Case No. 16-58837)  on May 20, 2016, to liquidate its
assets.  The case is pending before Judge James R. Sacca.

DLA Piper LLP (US) and Bingham Greenbaum Doll LLP represent the
Debtor as counsel. Upshot Services LLC serves as the Debtor's
claims and noticing agent.

The Debtor estimated assets of up to $10 million and liabilities in
the range of $10 million to $50 million.


QUANTUM MATERIALS: Enters Next Phase of Quantum Dot Development
---------------------------------------------------------------
Quantum Materials Corp announced that it has completed the initial
development phase with its display film partners and is entering a
pre-production phase in which the Company has committed to an
accelerated sample optimization and delivery schedule for its
cadmium-free quantum dots.

Quantum Materials has begun shipping additional deliveries of
cadmium-free quantum dot samples to its partners and is scheduled
to increase shipment quantities as development reaches
pre-commercial scale later this year.  The Company anticipates
that, in conjunction with its partners, commercial quantities of a
high performance cadmium-free quantum dot film will be available to
display manufacturers in early 2017.  Increasing concern over the
use of cadmium in consumer displays has been driven by RoHS
Directives and heightened corporate environmental responsibility,
resulting in significant interest from the display industry in a
cadmium-free quantum dot display film.

"Our decision to accelerate development of cadmium-free quantum
dots and our ability to recruit a distinguished scientific,
technical and production team has allowed us to achieve this
milestone and initiate ramping-up of sample production volumes,"
said Stephen Squires, president and CEO of Quantum Materials Corp.
"The revolutionary nature of our high-volume production process is
recognized by our esteemed customers and partners and has allowed
us to attract talented employees on the cutting edge of the
nano-sciences.  On a daily basis the Quantum Materials' team is
accelerating discovery and fast-tracking significant advances in
material science."

Quantum Materials will be participating at the Society for
Information Display (SID) 'Display Week 2016 International
Symposium, Seminar and Exhibition' from May 22-May 27, 2016, at the
Moscone Convention Center in San Francisco, California. Quantum
Materials will be exhibiting in partnership with Uniglobe Kisco
Inc. (www.uniglobe-kisco.com) at Booth 1342 and Mr. Squires will be
participating in a CMO panel discussion on Wednesday morning at
8:30am in Room 123.

"We value our relationship with Kisco and look forward to working
with them at DisplayWeek to continue growing the current customer
partnerships they have facilitated and build upon the momentum we
are developing as a team," Mr. Squires concluded.

                     About Quantum Materials

Quantum Materials Corp. and its wholly owned subsidiary, Solterra
Renewable Technologies, Inc. (collectively referred to as the
company) are headquartered in San Marcos, Texas.  The company
specializes in the design, development, production and supply of
quantum dots, including tetrapod quantum dots, a high performance
variant of quantum dots, and highly uniform nanoparticles, using
its patented automated continuous flow production process.

As of March 31, 2016, Quantum had $1.06 million in total assets,
$1.48 million in total liabilities, and a total stockholders'
deficit of $419,000.

Weaver and Tidwell, L.L.P., in an October 13, 2015 report addressed
to the board of directors and stockholders of Quantum Materials
Corp., expressed substantial doubt about the company's ability to
continue as a going concern.  The firm audited the consolidated
balance sheets of the company as of June 30, 2015 and 2014, and the
related consolidated statements of operations, stockholders' equity
(deficit), and cash flows for each of the years in the two-year
period ended June 30, 2015.  The independent auditor noted that the
Company has suffered recurring losses from operations and has an
accumulated deficit that raises substantial doubt about its ability
to continue as a going concern.


QUINN'S JUNCTION: Seeks to Hire RMA as Accountant
-------------------------------------------------
Quinn's Junction Properties, LC seeks approval from the U.S.
Bankruptcy Court for the District of Utah to hire Rocky Mountain
Advisory, LLC as its accountant and financial advisor.

The Debtor tapped the firm to provide these services:

     (a) provide accounting assistance in the preparation of
         monthly financial reports required to be filed with the
         court;

     (b) provide assistance in connection with the Debtor's
         reorganization and other business matters;

     (c) prepare any necessary financial projections; and

     (d) advise the Debtor on any other financial matters.

RMA will charge the Debtor for its services on an hourly basis.
The firm's hourly rates range from $125 to $380, although it RMA
regularly adjusts its rates based on increasing experience and
market conditions.

Gil Miller, senior managing director of RMA, disclosed in a court
filing that the firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Gil A. Miller
     Rocky Mountain Advisory LLC
     215 South State Street, Suite 550
     Salt Lake City, Utah 84111.

The Debtor can be reached through its counsel:

     George B. Hofmann, Esq.
     Cohne Kinghorn PC
     111 East Broadway, 11th Floor
     Salt Lake City, UT 84111
     Tel: (801) 363-4300
     Fax: (801) 363-4378
     Email: ghofmann@cohnekinghorn.com

                     About Quinn's Junction

Quinn's Junction Properties, LC sought protection under Chapter 11
of the Bankruptcy Code in the District of Utah (Salt Lake City)
(Case No. 16-24458) on May 23, 2016.  The petition was signed by
Michael Martin, chief restructuring officer.

George B. Hofmann, Esq., at Cohne Kinghorn PC, serves as the
Debtor's general bankruptcy counsel.  Stanley J. Preston, Esq., at
Preston & Scott, LLC, serves as its special litigation counsel.

The case is assigned to Judge Joel T. Marker.

The Debtor estimated both assets and liabilities in the range of
$10 million to $50 million.


RBK TRUCKING: Hires Burgess as Counsel
--------------------------------------
R.B.K. Trucking, Inc., seeks authority from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Jason A. Burgess
as Counsel to the Debtor.

R.B.K. Trucking requires Burgess to:

   a. give advice to the Debtor with respect to its powers and
      duties as debtor-in-possession and the continued management
      of its business;

   b. advise the Debtor with respect to its responsibilities in
      complying with the US Trustee's Operating Guidelines and
      Reporting Requirements and with the Local Rules of this
      Court;

   c. prepare motions, pleadings, orders, applications,
      disclosure statements, plans of reorganization, commence
      adversary proceedings, and prepare other such legal
      documents necessary in the administration of this case;

   d. protect the interest of the Debtor in all matters pending
      before the Court; and

   e. represent the Debtor in negotiations with their creditors
      and in preparation of the disclosure statement and plan of
      reorganization.

Burgess will be paid at these hourly rates:

     Jason A. Burgess               $295
     Associate                      $195
     Paralegal                      $75

Prior to the Petition Date, the Debtor and Jason A. Burgess agreed
to a minimum fee for representation, in the amount of $7,000.
Burgess acknowledges receipt of the $7,000.00, and that $1,717.00
was paid on behalf of the Debtor for the $1,717.00 filing fee
required to commence this Chapter 11 bankruptcy case.

Jason A. Burgess, 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.

Burgess can be reached at:

     Jason A. Burgess, Esq.
     1855 Mayport Road
     Atlantic Beach, FL 32233
     Tel: (904) 372-4791
     Fax: (904) 853-6932

R.B.K. Trucking, Inc. filed a Chapter 11 petition (Bankr. M.D. Fla.
Case No. 3:16-bk-01898) on May 20, 2016.


REALOGY GROUP: Moody's Rates New Sr. Unsecured Notes 'B2'
---------------------------------------------------------
Moody's Investors Service rated Realogy Group LLC's proposed senior
unsecured notes at B2.

The net proceeds raised from the new bond will be used to reduce
loans currently outstanding under the senior secured revolving
credit facility and to add cash to the balance sheet. Realogy also
announced that it plans to extend the maturity date on its senior
secured term loan B while reducing its size. Earlier this month,
Realogy repaid $500 million of maturing 3.375% senior unsecured
notes funded with borrowings under the revolving credit facility
and cash on hand.

Issuer: Realogy Group LLC

Assignment:

-- Senior Unsecured Bond due 2023, Assigned B2 (LGD5)

Revision:

-- Senior Secured LGD Assessment, Updated to LGD2 from LGD3

RATINGS RATIONALE

"The proposed note transaction is credit neutral and liquidity
positive as it in effect refinances the $500 million of senior
unsecured notes that were repaid in May 2016 with new debt that
matures in 7 years while increasing revolver capacity to the full
$815 million commitment," noted Edmond DeForest, Moody's Senior
Credit Officer. DeForest continued: "If the company follows through
on its announced plan to reduce its Term Loan B, the resulting
decline in the proportion of senior secured debt to total debt
could lead Moody's to raise the senior secured credit ratings to
Ba2 from Ba3 or upgrade the senior unsecured to B1 from B2."

The Ba3 Corporate Family Rating reflects Moody's expectations for
solid ongoing financial performance and rapid financial
deleveraging through debt repayment and EBITDA growth. Realogy has
a leading 27% economic participation rate in the value of the US
existing residential home sale market and multiple brands that
position it to reflect the continuing, albeit slow and uneven,
recovery in the market. However, Realogy remains highly leveraged
at about 5 times debt to EBITDA as of March 31, 2016, although
leverage should decline below 4.5 times by the end of 2016. The
residential real estate brokerage market remains volatile, cyclical
and seasonal. Realogy's owned brokerages have a high degree of
fixed operating costs. A high proportion of its profits reflect
home sale market activity as opposed to less-transactional
franchise fees. Difficult credit conditions for first time home
buyers continue to limit the scope of the residential real estate
recovery to more affluent buyers and markets. Realogy has the
potential for higher EBITDA growth if credit conditions for first
time home buyers improve.

The stable ratings outlook reflects Moody's anticipation that debt
to EBITDA will decline to below 4.5 times by the end of 2016
through EBITDA growth and debt repayment, while free cash flow to
debt will be maintained around 10%. The ratings could be upgraded
if Moody's comes to expect debt to EBITDA to be sustained below 4
times and EBITA to interest around 3 times through some combination
of rising existing unit home sales and average prices or
accelerated debt repayments. The ratings could be downgraded if
revenue growth stalls, or if free cash flow declines and Moody's
anticipates debt to EBITDA will remain above 5 times or free cash
flow to debt will remain below 8%. Aggressive financial policies
including large debt financed shareholder returns or acquisitions
or diminished liquidity could also lead to lower ratings.
Realogy is a leading global provider of real estate and relocation
services. The company operates in four segments: real estate
franchise services, company owned real estate brokerage services,
relocation services and title and settlement services. The
franchise brand portfolio includes Century 21, Coldwell Banker,
Coldwell Banker Commercial, ERA, Sotheby's International Realty and
Better Homes and Gardens Real Estate. Moody's expects 2016 revenues
of over $6 billion.


REALOGY GROUP: S&P Assigns 'B' Rating on Proposed $500MM Notes
--------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '6'
recovery rating to Realogy Group LLC's and co-issuer and wholly
owned subsidiary Realogy Co-Issuer Corp.'s proposed $500 million
senior unsecured notes due 2023.  The '6' recovery rating reflects
S&P's expectation of negligible (0%-10%) recovery in the event of a
payment default.  S&P placed the 'B' issue-level rating on the
proposed notes on CreditWatch with positive implications.

In addition, S&P affirmed its 'B' issue-level rating, with a '6'
recovery rating, on Realogy's existing senior unsecured notes due
2019 and 2021, and placed the 'B' issue-level rating on CreditWatch
with positive implications.

S&P also affirmed its 'BB+' issue-level rating on the company's
senior secured debt.  The recovery rating remains '1', reflecting
S&P's expectation for significant recovery (90%-100%) of principal
for lenders in the event of a payment default.

S&P's 'BB-' corporate credit rating and stable outlook on Realogy
Group LLC are unchanged.

Realogy plans to use the proceeds from the proposed notes due 2023
to repay outstanding borrowings under the company's revolving
credit facility and for general corporate purposes, and Realogy has
stated its intention over the near term to extend the maturity date
of its existing senior secured term loan B due 2020 and reduce the
outstanding principal under the secured facility.

While the company will initially use the proposed unsecured notes
issuance primarily to pay down revolver balances, the CreditWatch
positive listing on the senior unsecured debt ratings reflects
S&P's belief that it is likely that the company will use
availability under the revolver after the close of the proposed
notes to reduce the senior secured term loan B by a sufficient
amount to improve recovery prospects for unsecured lenders enough
to warrant an upward revision to the senior unsecured recovery
rating to '5' from '6', and to raise the issue-level rating on all
senior unsecured debt one notch to 'B+' from 'B'.  S&P expects to
resolve the CreditWatch listing on the unsecured debt rating
following Realogy's planned near-term reduction of its senior
secured term loan B due 2020.

Under S&P's simulated default assumptions, its enterprise valuation
on Realogy is unchanged.  S&P values Realogy based on a $400
million level of EBIDTA at emergence, with a 7x multiple, arriving
at a net enterprise valuation (after 5% administrative costs) of
$2.7 billion.

RATINGS LIST

Realogy Group LLC
Corporate Credit Rating           BB-/Stable/--

Rating Assigned and Placed On CreditWatch

Realogy Group LLC
Realogy Co-Issuer Corp.
$500 mil. notes due 2023
Senior Unsecured                  B/Watch Pos
  Recovery Rating                  6

Rating Affirmed And Placed on CreditWatch; Recovery Rating
Unchanged

Realogy Group LLC
Senior Unsecured                  B/Watch Pos
  Recovery Rating                  6

Rating Affirmed; Recovery Rating Unchanged

Realogy Group LLC
Senior Secured                    BB+
  Recovery Rating                  1


REALOGY HOLDINGS: Prices $500 Million Offering of Senior Notes
--------------------------------------------------------------
Realogy Holdings Corp. announced that its indirect, wholly-owned
subsidiary, Realogy Group LLC, together with a co-issuer, priced
$500 million aggregate principal amount of 4.875% senior notes due
2023 at the initial offering price of 99.269% of the principal
amount in a private offering that is exempt from the registration
requirements of the Securities Act of 1933, as amended.  The
closing of the offering is expected to occur on June 1, 2016,
subject to customary closing conditions.

The Notes will be guaranteed on an unsecured senior basis by each
of Realogy Group's domestic subsidiaries (other than the co-issuer
of the Notes) that is a guarantor under its senior secured credit
facilities and its outstanding securities.  The Notes will also be
guaranteed by the Company on an unsecured senior subordinated
basis.  The Notes will be effectively subordinated to all of
Realogy Group's existing and future senior secured debt, including
its senior secured credit facilities, to the extent of the value of
the assets securing such debt.

The Company intends to use a portion of the net proceeds from this
offering to reduce outstanding borrowings under its revolving
credit facility and the remaining proceeds for general corporate
purposes, which may include additional debt transactions.  The
Company continues to evaluate a potential debt transaction in which
the Company would extend the maturity date on its Term Loan B
facility and reduce the outstanding principal amount under such
facility.  There can be no assurances that the Company will be able
to complete any such transaction on acceptable terms or at all, and
its ability to do so will depend upon numerous factors such as
market conditions, many of which are outside the Company's
control.

The Notes and the related guarantees will not be registered under
the Securities Act or any state securities law and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration under the Securities Act and
applicable state securities laws.  The Notes and the related
guarantees will be offered only to persons reasonably believed to
be qualified institutional buyers under Rule 144A of the Securities
Act and outside the United States under Regulation S of the
Securities Act.

                   About Realogy Holdings Corp.

Realogy Holdings Corp. (NYSE: RLGY) is a global leader in
residential real estate franchising with company-owned real estate
brokerage operations doing business under its franchise systems as
well as relocation and title services.  Realogy's brands and
business units include Better Homes and Gardens(R) Real Estate,
CENTURY 21(R), Coldwell Banker(R), Coldwell Banker Commercial(R),
The Corcoran Group(R), ERA(R), Sotheby's International Realty(R),
NRT LLC, Cartus and Title Resource Group.  Collectively, Realogy's
franchise system members operate approximately 13,500 offices with
251,000 independent sales associates doing business in 104
countries around the world. Realogy is headquartered in Madison,
N.J.

Realogy Holdings reported net income attributable to the Company of
$143 million on $5.32 billion of net revenues for the year ended
Dec. 31, 2014, compared to net income attributable to the Company
of $438 million on $5.28 billion of net revenues during the prior
year.

As of March 31, 2016, Realogy Holdings had $7.40 billion in total
assets, $5.04 billion in total liabilities and $2.35 billion in
total equity.

                           *     *     *

In the Aug. 1, 2013, edition of the TCR, Moody's Investors Service
upgraded the corporate family rating of Realogy Group to to B2
from B3.  The upgrade to B2 CFR is driven by expectations for
ongoing strong financial performance, supported by Realogy's
recently-concluded debt and equity financing activities and a
continuing recovery in the US existing home sale market.

As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Realogy Corp. to
'B+' from 'B'.

"The one notch upgrade in the corporate credit rating to 'B+'
reflects an increase in our expectation for operating performance
at Realogy in 2013, and S&P's expectation that total lease
adjusted debt to EBITDA will improve to the low-6x area and funds
from operations (FFO) to total adjusted debt will be improve to
the high-single-digits percentage area in 2013, mostly due to
EBITDA growth in the low- to mid-teens percentage area in 2013,"
S&P said.


REGAL ENTERTAINMENT: Moody's Assigns Ba1 Rating on Proposed Loan
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 rating to Regal
Entertainment Group's wholly-owned subsidiary Regal Cinemas
Corporation's proposed senior secured term loan.  The proceeds from
the issuance will be used to repay the existing senior secured term
loan outstanding at Regal.  Moody's expects the transaction will
reduce the interest rate spread over LIBOR from 300 basis points to
275 basis points, resulting in annual interest savings of around
$2.5 million.  The transaction will not change the amount of
absolute debt at Regal.  The company's B1 Corporate Family Rating
(CFR) and stable outlook remain unchanged.

Assignments:

Issuer: Regal Cinemas Corporation
  Senior Secured Bank Credit Facility, Assigned Ba1 (LGD2)

                         RATINGS RATIONALE

Regal's B1 CFR incorporates the company's liberal use of operating
cash flow and the constraints imposed by a mature industry
experiencing a secular decline in attendance.  Additionally, the
company is challenged by a dependence on a limited number of movie
studios, an unpredictable box office result, and emerging
competitive threats.  Supporting the rating is its size and scale,
as well as barriers to entry into the first-run window for
theatrical distribution.  The company also has strong pricing
power, high margins, and good liquidity.

The principal methodology used in this rating was Business and
Consumer Service Industry published in December 2014.

Regal Entertainment Group, headquartered in Knoxville, Tennessee
and the parent of Regal Cinemas Corporation, operates 7,329 screens
in 567 theatres, primarily in mid-sized metropolitan markets and
suburban growth areas of larger metropolitan markets throughout 42
states in the US, along with Guam, Saipan, American Samoa and the
District of Columbia.  Revenue for the twelve months ended March
31, 2016, was approximately $3.2 billion and associated attendance
was approximately 219 million.


REGATTA CONSTRUCTION: Hires Riley & Dever as Chapter 11 Counsel
---------------------------------------------------------------
Regatta Construction, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Massachusetts to employ George
J. Nader, of Riley & Dever, P.C. as counsel to the Debtors.

Regatta Construction requires Nader to:

   (a) assist the Debtors in preparing schedules, statement of
       financial affairs and related documents with the court;

   (b) employ professionals to assist in the reorganization of
       the Debtors;

   (c) effectuate a reorganization of the Debtors' estates by
       filing the appropriate plans of reorganizations and
       disclosure statements, including any amendments thereto,
       and defending against any motions to dismiss and/or for
       relief from the stay;

   (d) assist the Debtors in complying with Chapter 11 reporting
       and operations requirements, including filing necessary
       reports;

   (e) negotiate with creditors for adequate protection and the
       use of cash collateral, assumption or rejection of leases
       and/or executory contracts, objection to claims and
       related issues.

Nader will be paid $350 per hour.  Nader will be paid a retainer in
the amount of $5000, from each of the Debtors for a total retainer
of $10,000 for both Chapter 11 cases.

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

George J. Nader of Riley & Dever, P.C., 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.

Nader can be reached at:

     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

                       About Regatta Construction

Regatta Construction, Inc., et al. filed for Chapter 11 protection
(Bankr. D. Mass. Case No. 16-11885) on May 18, 2016. The petition
was signed by Christian Tosi, president. The Hon. Frank J. Bailey
presides over the case.

The Debtor estimated assets of $1 million to $10 million and
estimated liabilities of $0 to $50,000.


RELATIVITY MEDIA: Netflix Loses Bid for Advance Release of Films
----------------------------------------------------------------
Tom Corrigan, writing for Daily Bankruptcy Review, reported that a
bankruptcy judge on May 27 delivered a defeat to Netflix Inc.,
which has fought for the right to release two films produced by
Relativity Media LLC on its streaming platform ahead of their
expected theatrical release.

According to the report, Judge Michael Wiles of the U.S. Bankruptcy
Court in Manhattan issued an order forbidding Netflix to release
the films, saying a premature debut of the movies could prove
"devastating" for the Hollywood studio that he released from
chapter 11 earlier this year.

Relativity's fragile reorganization plan is dependent upon the
theatrical release of its most anticipated films: "Masterminds," a
comedy starring Zach Galifianakis and Kristen Wiig, and "The
Disappointments Room," a horror film starring Kate Beckinsale, the
report related.

"It is my responsibility to ensure the plan I approved is carried
out," the judge said in court on May 27, the report further
related.  Allowing Netflix to proceed "would threaten the
bankruptcy process…with devastating consequences to the plan and
distributions" to creditors, the report added.

                    About Relativity Fashion

Relativity -- http://relativitymedia.com/-- is a next-generation  

global media company engaged in multiple aspects of content
production and distribution, including movies, television, sports,
digital and music.  More than just a collection of
entertainment-related businesses, Relativity is a content engine
with the ability to leverage each of these business units,
independently and together, to create content across all mediums,
giving consumers what they want, when they want it.

Relativity Studios, the Company's largest division, has produced,
distributed or structured financing for more than 200 motion
pictures, generating more than $17 billion in worldwide box-office
revenue and earning 60 Oscar nominations.  Relativity's films
include Oculus, Safe Haven, Act of Valor, Immortals, Limitless,
and The Fighter.

Relativity Media LLC and its affiliates, including Relativity
Fashion, LLC, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 15-11989) on July 30, 2015.  The
case is assigned to Judge Michael E. Wiles.

The Debtors are represented by Craig A. Wolfe, Esq., Malani J.
Cademartori, Esq., and Blanka K. Wolfe, Esq., at Sheppard Mullin
Richter & Hampton LLP, in New York; and Richard L. Wynne, Esq.,
Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at Jones Day,
in New York.

Brian Kushner of FTI Consulting, Inc., serves as chief
restructuring officer and crisis and turnaround manager.  Luke
Schaeffer of FTI Consulting, Inc., serves as deputy CRO.

Blackstone Advisory Partners L.P. serves as the Debtors'
investment banker.  The team is led by Timothy Coleman, Senior
Managing Director, CJ Brown, Senior Managing Director, Paul
Sheaffer, Vice President, and Joseph Goldschmid, Associate.

The Debtors' noticing and claims agent is Donlin, Recano &
Company, Inc.

                          *     *     *

An investor group composed of Anchorage Capital Group, L.L.C.,
Falcon Investment Advisors, LLC and Luxor Capital Group, LP on
Oct. 21, 2015, completed its purchase of the assets of Relativity
Television.

After selling their TV business, the Debtors and CEO Ryan C.
Kavanaughfiled a proposed plan of reorganization that will allow
the Debtors to reorganize their non-TV business units with a
substantially de-levered balance sheet utilizing new equity
investments and new financing.  

Jim Cantelupe, of Summit Trail Advisors, LLC, assisted the Debtors
in raising up to $100 million of new equity to fund the Plan.

The Bankruptcy Court on Feb. 8, 2016 confirmed the Debtors' Fourth
Amended Plan.  A copy of the Fourth Amended Plan is available at
http://is.gd/wZI1gd  



ROCKIES EXPRESS: S&P Affirms 'BB+' CCR & Revises Outlook to Neg.
----------------------------------------------------------------
S&P Global Ratings said that it affirmed its 'BB+' corporate credit
and senior unsecured debt ratings on Rockies Express Pipeline LLC
(REX).  S&P has revised the outlook to negative from stable.

The '4' recovery rating on the senior unsecured notes is unchanged
and reflects S&P's expectation for average (30% to 50%; in the
upper half of the range) recovery of a payment default occurs.

"The rating action reflects the impact the recent Encana contract
renegotiation is expected to have on near-term credit metrics,"
said S&P Global Ratings credit analyst Mike Llanos.

Encana has amended the terms of the contract by reducing the rate
to transport gas from $0.986 per dekatherm (dth) to $0.373/dth in
2016, $0.25/dth in 2017 (through Feb. 28, 2019), and then
increasing to $0.794/dth until the contract expires in 2024.
Offsetting this is REX's ability to extend the tenure of these
contracts through 2024, which improves the weighted average length
of the contracts and mitigates a large percentage of the cash flow
cliff risk associated with the legacy west-to-east volumes in 2019.
Further compounding near-term credit measures is the loss of
revenues associated with Ultra Resources Inc., which filed for
bankruptcy protection and breached its contract for committed
volumes with the pipeline.  As management continues to take steps
to stagger the cash flow cliff associated with the legacy
west-to-east volumes (which now makes up roughly 35% of 2019
revenues), S&P believes additional contracts will be renegotiated
at similar rates before they expire resulting in adjusted leverage
that exceeds 4.5x.  Though the "Power-Up" (capacity enhancement
across zone 3) project is expected to offset the lost cash flows
from the Encana renegotiation in 2017 and beyond, 2017 leverage is
forecasted to be roughly 4.25x. Most of the newer contracts are
tied to producers that lack the strong credit quality of the legacy
west-to-east volume flow.  For 2016, roughly 33% of total revenues
are derived from speculative-grade shippers.  The inability of
these weaker counterparties to meet their contractual arrangements
could lead to credit measures that are materially worse than S&P's
expectations if management is unable to replace those potential
lost volumes.

The negative outlook reflects S&P's expectation that near-term
adjusted debt leverage will be pressured by the Encana contract
renegotiation, resulting in 2016 adjusted debt leverage of about
4.75x.  While S&P expects REX to maintain adequate liquidity and
complete growth projects on time and on budget, the pipeline also
has a higher level of exposure to weaker counterparties and the
potential exists that additional west-to-east contracts are
renegotiated at materially lower rates, resulting in leverage
exceeding 4.75x.


ROCKIES REGION: PwC Expresses Concern Doubt
-------------------------------------------
Rockies Region 2006 Limited Partnership posted a net loss of
$92,005 for the quarterly period ended March 31, 2016, down from a
net loss of $3,427,051 for the same period a year ago, according to
Rockies Region's Form 10-Q Report filed May 13.

Rockies Region said revenues from crude oil, natural gas and NGLs
sales total $178,111 for the quarter, compared to $143,059 for the
same quarter in 2015.

At March 31, 2016, Rockies Region had total assets of $1,056,966
against total liabilities of $2,406,069 and total Partners' deficit
of $1,349,103.

A copy of the Quarterly Report is available at
https://is.gd/jiw93u

The Partnership posted a net loss of $5,160,058 for the year ended
December 31, 2015, compared to a net loss of $36,874,000 for 2014.
Revenues from crude oil, natural gas and NGLs sales were $779,509
for 2015 compared to $1,445,976 for 2014.

A copy of the 2015 Annual Report is available at
https://is.gd/8z5VPr

The Partnership noted in its Form 10-Q report that the market price
for crude oil, natural gas and NGLs decreased significantly during
2015 and continued to be depressed during the three months ended
March 31, 2016. Although its production increased 65% during the
three months ended March 31, 2016 as compared to the comparable
prior year period, as a result of the continued depressed commodity
prices, the Partnership generated modest revenue of $178,000 during
the three months ended March 31, 2016. Further, there was no
improvement in the Partnership's liquidity during the three months
ended March 31, 2016 as cash flows generated from crude oil,
natural gas and NGLs sales were utilized for operating activities.

The Partnership said that its strained liquidity position resulting
from declining commodity prices raises substantial doubt about its
ability to continue as a going concern. Due to the significant
decrease in liquidity experienced in 2015 that has continued into
2016 and anticipated future capital expenditures required to remain
in compliance with certain regulatory requirements and to satisfy
asset retirement obligations, the Managing General Partner believes
that cash flows from operations will be insufficient to meet the
Partnership's obligations. One of the Partnership's most
significant obligations is to the Managing General Partner, which
is currently due for reimbursement of costs paid on behalf of the
Partnership by the Managing General Partner. Such amounts are
generally paid to third parties for general and administrative
expenses and equipment and operating costs, as well as monthly
operating fees payable to the Managing General Partner.

Starting in the second quarter of 2015 and continuing during the
three months ended March 31, 2016, the Partnership made no
quarterly cash distributions to the Managing General Partner or
Investor Partners.  The ability of the Partnership to continue as a
going concern is dependent upon its ability to attain a
satisfactory level of cash flows from operations. Greater cash flow
would most likely occur from improved commodity pricing and, to a
lesser extent, a sustained increase in production. However,
historically, as a result of the normal production decline in a
well's production life cycle, the Partnership has not experienced a
sustained increase in production without capital expenditures.

The Managing General Partner is considering various options to
mitigate risks that raise substantial doubt about the
Partnership’s ability to continue as a going concern, including,
but not limited to, deferral of payment of certain obligations,
continued suspension of distributions to partners, partial or
complete sale of assets and the shutting-in of wells. However,
there can be no assurance that the Partnership will be able to
mitigate such conditions. Failure to do so could result in a
partial asset sale or some form of bankruptcy, liquidation or
dissolution of the Partnership.

PricewaterhouseCoopers LLP, in Denver, Colorado, which audited
Rockies Region's annual report, noted that the negative impact to
the Partnership's liquidity resulting from declining commodity
prices raises substantial doubt about its ability to continue as a
going concern.

Rockies Region 2006 Limited Partnership was organized in 2006 as a
limited partnership, in accordance with the laws of the State of
West Virginia, for the purpose of engaging in the exploration and
development of crude oil and natural gas properties.


ROLLING LANDS: Seeks to Hire Wyatt as Legal Counsel
---------------------------------------------------
Rolling Lands Investments, LC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire The Law
Offices of Donald L. Wyatt Jr., PC as its legal counsel.

The firm's standard hourly rates range from $85 for a paralegal and
law clerk to $600 for shareholder attorneys.  Wyatt will seek
reimbursement of its work-related expenses.

Donald Wyatt, a managing member of the firm, disclosed in a court
filing that the firm does not have any connections with the Debtor
and its creditors.

The firm can be reached through:

     Don Wyatt
     The Law Offices of Donald L. Wyatt Jr., PC
     26418 Oak Ridge Drive
     The Woodlands, Texas 773 80
     (281) 419-8733 Phone
     (281) 419-8703 Facsimile

                 About Rolling Lands Investments

Rolling Lands Investments, LC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Tex. Case No. 16-32141) on April
28, 2016.  

The petition was signed by James W. Hammond, president.  The case
is assigned to Judge Marvin Isgur.

The Debtor estimated assets of $1 million to $10 million and debts
of $500,000 to $1 million.


ROLLING LANDS: 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 Rolling Lands Investments, LC.

                 About Rolling Lands Investments

Rolling Lands Investments, LC sought protection under Chapter 11 of
the Bankruptcy Code in the Southern District of Texas (Houston)
(Case No. 16-32141) on April 28, 2016.  

The petition was signed by James W. Hammond, president.  The case
is assigned to Judge Marvin Isgur.

The Debtor estimated assets of $1 million to $10 million and debts
of $500,000 to $1 million.


ROMA'S STEAK: Hires Long as Chapter 11 Counsel
----------------------------------------------
Roma's Steak and Pizzeria, Inc., seeks authority from the U.S.
Bankruptcy Court for the Northern District of Alabama to employ
Harry P. Long as counsel to the Debtor.

Roma's Steak requires Long to:

   (a) give legal advice to the Debtor with respect to its powers
       and duties;

   (b) negotiate and formulate a plan of arrangement under
       Chapter 11 which will be acceptable to creditors and
       equity security holders;

   (c) deal with secured lien claimants regarding arrangements
       for payment of debts and, if appropriate, contesting the
       validity of the same;

   (d) prepare the necessary petition, answers, orders, reports
       and other legal papers; and

   (e) all other services which may be necessary.

Long will be paid at these hourly rates:

     Harry P. Long               $370

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

Harry P. Long, Esq., assured the Court that he 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.

Long can be reached at:

     Harry P. Long, Esq.
     P.O. Box 1468
     Anniston, AL 36202
     Tel: (256) 237-3266
     E-mail: Hlonglegal8@gmail.com

                       About Roma's Steak

Roma's Steak and Pizzeria, Inc. filed for Chapter 11 protection
(Bankr. N.D. Ala. Case No. 16-40260) on February 17, 2016. The
petition was signed by Zaharias J. Limberis, president.  The Debtor
estimated assets of $0 to $50,000 and estimated debts of $50,000 to
$100,000.


S-METALS FL: Hires Aresty as Bankruptcy Counsel
-----------------------------------------------
S-Metals FL, LLC, seeks authority from the U.S. Bankruptcy Court
for the Southern District of Florida to employ Joel M. Aresty, P.A.
as counsel to the Debtor.

S-Metals FL requires Aresty to:

   (a) give advice to the Debtor with respect to its powers and
       duties as a debtor in possession and the continued
       management of the business operations;

   (b) advise the debtor with respect to it responsibilities in
       complying with the U.S. Trustee's Operating Guidelines and
       Reporting Requirements and with the rules of the court;

   (c) prepare motions, pleadings, orders, applications,
       adversary proceedings, and other legal documents necessary
       in the administration of the case;

   (d) protect the interest of the debtor in all matters pending
       before the court;

   (e) represent the debtor in negotiation with its creditors in
       the preparation of a plan.

Joel M. Aresty, Esq., of Joel M. Aresty, Esq. P.A., 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.

Aresty can be reached at:

     Joel M. Aresty, Esq.
     309 1st Ave S
     Tierra Verde, FL 33715
     Tel: (305) 904-1903
     Fax: (877) 350-9402
     E-mail: Aresty@Mac.com

                       About S-Metals FL

S-Metals FL, LLC filed for Chapter 11 protection (Bankr. S.D. Fla.
Case No. 16-17050) on May 17, 2016. The petition was signed by
Shimon Segelman, manager.

The Debtor estimated assets of $0 to $50,000 and estimated debts of
$500,001 to $1,000,000.


SAEED COHEN: Farida Cohen's Suit Dismissed Without Leave
--------------------------------------------------------
Judge Neil W. Bason of the United States Bankruptcy Court for the
Central District of California, Los Angeles Division, dismissed
Fariba Cohen's complaint without leave to amend and granted
defendant Saeed Cohen's Motion to Dismiss the adversary case
captioned Fariba Cohen, Plaintiff(s), v. Saeed Cohen, Defendant(s),
Adv No. 2:16-ap-01046-NB (Bankr. C.D. Calif.).

The plaintiff, Ms. Fariba Cohen, apparently believes that the
debtor has assets that were not disclosed in their divorce
proceedings or in this bankruptcy case. Despite years of
opportunities for discovery, she has failed to point to any actual
evidence of significant nondisclosure.

Moreover, the confirmed chapter 11 plan specifically contemplates
that if there were any nondisclosed assets then they would become
part of the property available for distribution. In view of those
provisions of the plan, Ms. Cohen has not shown any plausible basis
on which any nondisclosure could have played a role in procuring
confirmation of the plan by fraud. In addition, any revocation of
the order confirming the plan would only harm all parties in
interest by taking away the existing mechanism to administer any
previously undisclosed assets.

Ms. Cohen's arguments on many of these issues are frivolous. Her
complaint appears to have been filed solely as a means to increase
the litigation expense and delay to her adversaries, out of spite
and in an attempt to coerce more favorable treatment than that to
which she previously agreed.

Ms. Cohen has not suggested any way that her complaint could be
further amended to cure these defects.

A full-text copy of the Memorandum Decision dated May 16, 2016 is
available at https://is.gd/VRmEn4 from Leagle.com.

The bankruptcy case is In re: Saeed Cohen, Chapter 11, Debtor(s),
Case No. 2:13-bk-26483-NB(Bankr. C.D. Calif.).

Fariba Cohen, Plaintiff, is represented by Alan W Forsley, Esq. --
alan.forsley@flpllp.com -- Fredman Lieberman Pearl, LLP.

Saeed Cohen, Defendant, is represented by Ron Bender, Esq. --
rb@lnbyb.com -- Levene, Neale, Bender, Yoo & Brill L.L.P, Krikor J
Meshefejian, Esq. -- km@lnbyb.com -- Levene, Neale, Bender, Yoo &
Brill L.L.P.

Creditor Committee Committee of Creditors Holding Unsecured Claims,
Creditor Committee, is represented by Christopher Celentino, Esq.
-- celentinoc@ballardspahr.com -- Ballard Spahr LLP.


SCHUPBACH INVESTMENTS: Taps Kuckelman & Stockemer as Accountant
---------------------------------------------------------------
Schupbach Investments, LLC, asks for authorization from the U.S.
Bankruptcy Court for the District of Kansas to employ Kuckelman &
Stockemer as certified public accountants.

Kuckelman & Stockemer will be paid at these hourly rates:

      Partner                         $200
      Professional (non-partner)      $150
      Para Professional               $100
      Clerical                         $60

Michael E. Kuckelman, an accountant with Kuckelman & Stockemer
assures the Court that the firm is disinterested, represents no
interest adverse to the trustee or the estate in the matters upon
which it is to be engaged, and understands that there is a
continuing duty to disclose any adverse interest.

Kuckelman & Stockemer can be reached at:

      Michael E. Kuckelman, Esq.
      Kuckelman & Stockemer
      1000 N. Tyler
      Wichita, KS 67212
      E-mail: mikek@cpawest.com

                    About Schupbach Investments

Jonathan Isaac and Amy Marie Schupbach were engaged in the business
of buying, renovating, and renting or reselling homes in Wichita,
Kansas.  They did business through Schupbach Investments LLC, which
filed for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.
Kan. Case No. 11-11425) on May 16, 2011.  Jonathan and Amy filed
for relief on July 16, 2011, under Chapter 13, but the case was
later converted to Chapter 11 (Case No. 11-13633).

Schupbach Investments' schedule A listed 165 parcels of real
property, 39 of which were mortgaged to Bank of Commerce & Trust
Company.  The Bank filed a proof of claim for $748,748.72 against
the Schupbachs.

In March 2014, the Debtors filed a proposed Chapter 11 plan.  The
bankruptcy court confirmed the Individual Plan on April 20, 2014.


SCORPION PERFORMANCE: Exclusive Plan Filing Extended to Aug. 27
---------------------------------------------------------------
The Hon. Paul M. Glenn of the U.S. Bankruptcy Court for the Middle
District of Florida has extended, at the behest of Scorpion
Performance, Inc., the Debtor's exclusive right to file a plan of
reorganization through Aug. 27, 2016, and solicit acceptances of
that plan through Oct. 26, 2016.

                   About Scorpion Performance

Scorpion Performance, Inc., filed a Chapter 11 petition (Bankr.
M.D. Fla., Case No. 15-05579) on December 30, 2015.  The petition
was signed by Angela M. Stopiano, president.

The Debtor has tapped Polenberg Cooper PLLC as its legal counsel.

The Debtor estimated assets of $3.93 million and debts of $1.36
million.


SCOTTS MIRACLE-GRO: Moody's Affirms Ba2 CFR, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service affirmed all ratings of The Scotts
Miracle-Gro Company, including the Ba2 Corporate Family Rating. The
rating outlook is stable.

The rating affirmation reflects Moody's expectation that Scotts
will continue to deliver low single-digit organic sales growth and
solid profitability over the foreseeable future.  "The affirmation
also reflects our expectation that Scotts will continue to maintain
its leading market position and strong credit metrics, while
acknowledging the company's shareholder return focus," said Kevin
Cassidy, Senior Credit Officer, Moody's Investors Service.

Ratings affirmed:

The Scotts Miracle-Gro Company:

  Corporate Family Rating at Ba2;
  Probability of Default Rating at Ba2-PD:
  Senior unsecured instrument rating as B1, LGD5;
  Speculative Grade Liquidity Rating of SGL-2;
  Rating outlook is stable.

                         RATINGS RATIONALE

The Ba2 Corporate Family Rating reflects Scotts' strong market
position within the fragmented lawn and garden industry, efficient
operational platform, strong customer relationships and commitment
to brand support and product development.  The ratings are
constrained by the seasonality of earnings and cash flows, weather
dependency, exposure to volatile raw materials prices, the somewhat
discretionary nature of its products and by its highly concentrated
customer base.  In addition, Moody's believes that Scotts will use
its excess cash flow over the near to medium term for shareholder
returns and targeted acquisitions, and will continue to rely on its
revolver for seasonal working capital needs.  Nevertheless, the
rating agency recognizes the long-term favorable growth trends for
lawn and garden products driven by favorable demographic and
macro-economic trends, including the recovery of the housing
market.

The stable rating outlook reflects Moody's view that Scotts will
modestly grow earnings, generate positive free cash flow, and
pursue small bolt-on acquisitions over the next two years while
maintaining seasonally adjusted debt to EBITDA between 3 times and
4 times.

The ratings could be upgraded if the company demonstrates its
commitment to keeping seasonally adjusted debt/EBITDA below 2.5
times, excluding seasonal working capital borrowings, and cash flow
credit metrics improve, including retained cash flow to net debt
being sustained around 20%.

The ratings could be downgraded if financial metrics weaken due to
deteriorating operating performance or the company incurs a
material amount of debt to fund an acquisition or shareholder
distribution.  Key metrics driving a downgrade are seasonally
adjusted debt/EBITDA sustained above 4 times, or EBIT margins
maintained below 10%.

The Scotts Miracle-Gro Company is a manufacturer and marketer of
consumer lawn care and garden products, primarily in North America
(approximately 85% of FY2015 sales) and Europe (15%).

The company is headquartered in Marysville, Ohio.  Revenues
pro-forma for the divestiture of the controlling interest of the
lawn care business were approximately $2.9 billion for the twelve
months ending April 2, 2016.

The principal methodology used in these ratings was Global Packaged
Goods published in June 2013.


SEARS HOLDINGS: Incurs $471 Million Net Loss in First Quarter
-------------------------------------------------------------
Sears Holdings Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to Holdings' shareholders of $471 million on $5.39
billion of revenues for the 13 weeks ended April 30, 2016, compared
to a net loss attributable to Holdings shareholders of $303 million
on $5.88 billion of revenues for the 13 weeks ended May 2, 2015.

As of April 30, 2016, Sears Holdings had $11.2 billion in total
assets, $13.5 billion in total liabilities, and a total deficit of
$2.36 billion.

Edward S. Lampert, Holdings' chairman and chief executive officer,
said, "While our operating performance still remains well below our
goals, I am pleased to report that our first quarter Adjusted
EBITDA, excluding Seritage Growth Properties and joint venture
rent, improved by $14 million compared to the first quarter of
2015, largely driven by reductions in overall expenses.  Our Sears
Domestic and Kmart apparel businesses continue to be negatively
impacted by a heavily promotional competitive environment.  We
continue to focus on improving the overall performance of these
businesses through changes to our assortment, sourcing, pricing and
inventory management practices.  We remain focused on restoring
Sears Holdings to profitability by concentrating on our best
stores, our best members and our best categories through innovative
solutions leveraging our Shop Your Way membership program and our
Integrated Retail offerings."

Rob Schriesheim, Holdings' chief financial officer, said, "We have
an asset rich portfolio which provides us with numerous options to
finance our transformation strategy.  The closing of the previously
announced $750 million Term Loan, together with the $500 million
Secured Loan Facility, provides $1.25 billion of committed
financing.  When considered together with our previously announced
intention to monetize at least $300 million of assets, this set of
actions would result in an aggregate of $1.5 billion of enhanced
liquidity.  As we have consistently demonstrated, we will continue
to take actions to adjust our capital structure and manage our
business to enable us to execute on our transformation while
meeting all of our financial obligations."

                        Financial Position

The Company's cash balances were $286 million at April 30, 2016,
compared with $238 million at Jan. 30, 2016.  Merchandise
inventories at April 30, 2016, were $5.0 billion, compared to $5.1
billion at May 2, 2015, while merchandise payables were $1.3
billion and $1.7 billion at April 30, 2016 and May 2, 2015,
respectively.  Short-term borrowings totaled $380 million at the
end of the first quarter of 2016 compared to $797 million at
Jan. 30, 2016.

At April 30, 2016, the Company had utilized approximately $896
million of its $1.971 billion revolving credit facility due in 2020
(consisting of $244 million of borrowings and $652 million of
letters of credit outstanding).  The amount available to borrow
under its credit facility was approximately $265 million, which
reflects the effect of its springing fixed charge coverage ratio
covenant and the borrowing base limitation in its revolving credit
facility, which varies primarily based on its overall inventory and
receivables balances.

Total long-term debt (long-term debt and capital lease obligations)
was $3.4 billion and $2.2 billion at April 30, 2016 and January 30,
2016, respectively.

                Other Corporate Developments

"As we continue to evaluate opportunities to accelerate our
transformation and drive growth, we recognize there is significant
potential to further develop our Kenmore, Craftsman and DieHard
("KCD") and Sears Home Services ("SHS") businesses.  Accordingly,
our Board of Directors has decided to explore alternatives for KCD
and SHS.  Our iconic KCD brands are beloved by the American
consumer and we believe that we can realize significant growth by
further expanding the presence of these brands outside of Sears and
Kmart.  Similarly, our SHS business, which is the nation's leading
provider of in-home services (Protection Agreements, Parts Direct,
Delivery/Installation/Repair and Home Improvement), has greater
potential than what we have delivered in the past.  As the
"internet of things" develops and as more of our lives become
connected, we believe SHS and KCD stand to benefit significantly
from broader accessibility.  By evaluating potential partnerships
or other transactions that could expand distribution of our brands
and service offerings, we can position both businesses to achieve
greater success.

"We have retained Citigroup Global Markets and LionTree Advisors to
assist us in these efforts.  There can be no assurance that we will
complete one or more transactions, but we intend to aggressively
evaluate all of the potential alternatives available to these
businesses.

"Finally, Sears announced today that its Chief Financial Officer,
Robert Schriesheim, will be departing from his position with the
Company to focus on his other business interests and pursue other
career opportunities.  To ensure a smooth transition, Mr.
Schriesheim has agreed to continue in his current role until we
have identified his replacement.  Additionally, Mr. Schriesheim
will continue to remain an advisor to the Company through January
31, 2017.  "On behalf of Sears and its Board of Directors, I would
like to thank Rob for his many contributions to the Company since
he joined in 2011," said Mr. Lampert.

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

                      https://is.gd/hnG4dk

                           About Sears

Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members.  Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.

The Company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000 full-
line and specialty retail stores in the United States and Canada.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts.  Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.

Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues.  Kmart completed its
merger with Sears on March 24, 2005.

Sears Holdings reported a net loss of $1.12 billion on $25.14
billion of revenues for the year ended Jan. 30, 2016, compared to a
net loss of $1.81 billion on $31.19 billion of revenues for the
year ended Jan. 31, 2015.  

                            *     *     *

Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to 'Caa1' from 'B3'.  The rating
outlook is stable.

The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year.  The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period.  For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year.  Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014.  "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy.  He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."

As reported by the TCR on March 26, 2014, Standard & Poor's
Ratings Services affirmed its ratings on the Hoffman Estate, Ill.-
based Sears Holdings Corp., including the 'CCC+' corporate credit
rating.

Fitch Ratings had downgraded its long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) to 'CC' from 'CCC',
according to a TCR report dated Sept. 12, 2014.


SFX ENTERTAINMENT: Auction of Flavorus Assets Pushed Back to June 2
-------------------------------------------------------------------
SFX Entertainment, Inc., et al., said the auction of substantially
all of the assets of Flavorus, Inc., originally scheduled to
commence on May 23, 2016 -- and postponed to May 24, 2016 and June
1, 2016 -- has been further postponed to Thursday, June 2, 2016 at
12:00 p.m. (Eastern Time) at the offices of Greenberg Traurig, LLP,
200 Park Ave., New York, NY 10166.

The Debtors, subject to the consent of the Required Lenders and the
Requisite Noteholders, and in consultation with the Official
Committee of Unsecured Creditors, reserve the right to cancel or
further postpone the Auction. Pursuant to the Notice of Hearing,
the Sale Hearing is scheduled for June 8, 2016 at 10:30 a.m.
(Eastern Time).

As reported by the Troubled Company Reporter on May 11, 2016, the
Debtors sought and obtained from the U.S. Bankruptcy Court for the
District of Delaware, approval of its
bidding procedures for the sale of all or substantially all of the
assets of Flavorus, Inc.

Flavorus, is a ticketing company whose main revenue source comes
from fees on ticket sales, and to a lesser extent, per-ticket fees
on tickets sold by companies licensing Flavorus's ticketing
platform.  Flavorus's software platform allows for high-volume
sales and customizability to serve various types of events.  SFX
completed its acquisition of Flavorus on April 1, 2014.  As part
of
SFX, Flavorus supports ticket sales of SFX's and third
party’s
events, and provides customer service, on-site operations and
marketing.  Flavorus is no longer viewed by the Debtors as core to
the SFX platform on a go forward basis.

In an attempt to maximize the realization of value of the Flavorus
Assets for the benefit of the Debtors' estates the Debtors propose
the Bid Procedures.

Currently, the Debtors are soliciting bids for the Flavorus Assets
based on the form of asset purchase agreement which the Debtors
will provide to interested bidders, as the Debtors have not yet
selected a potential bidder to serve as the "stalking horse."
However, if the Debtors receive sufficient interest and potential
bidders are interested in serving as the Stalking Horse Bidder,
the
Debtors may negotiate an appropriate asset purchase agreement with
a potential bidder interested in serving as the Stalking Horse
Bidder.

Wilmington Savings Fund Society, FSB, the DIP Agent, on behalf of
the DIP Lenders, and U.S. Bank National Association, the Second
Lien Agent, on behalf of holders of 9.625% Second Lien
Noteholders,
are determined to be Qualified Bidders for all purposes at the
Auction, and will be permitted, but not obligated, to credit bid
to
the full extent permitted under the Bankruptcy Code.

Counsel for the Debtors and Debtors-in-Possession  

       Dennis A. Meloro, Esq.
       GREENBERG TRAURIG, LLP
       1007 North Orange Street, Suite 1200
       Wilmington, Delaware 19801
       Telephone: (302) 661-7000
       Facsimile: (302) 661-7360
       Email: melorod@gtlaw.com

            - and -   

       Nancy A. Mitchell, Esq.
       Maria J. DiConza, Esq.
       Nathan A. Haynes, Esq.
       GREENBERG TRAURIG, LLP
       200 Park Avenue
       New York, New York 10166
       Telephone: (212) 801-9200
       Facsimile: (212) 801-6400
       E-mail: mitchelln@gtlaw.com
               diconzam@gtlaw.com
               haynesn@gtlaw.com

                  About SFX Entertainment

SFX Entertainment, Inc., and 43 of its affiliates, a global
producer of live events and digital entertainment content focused
exclusively on the electronic music culture and other world-class
festivals, filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Case Nos. 16-10238 to 16-10281) on Feb. 1, 2016.  The petitions
were signed by Michael Katzenstein as chief restructuring officer.

The Debtors disclosed total assets of $661.6 million and total
debts of $490.2 million.

Judge Mary F. Walrath is assigned to the case.

Greenberg Traurig, LLP serves as the Debtors' counsel.  Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent.

The Official Committee of Unsecured Creditors retained Pachulski
Stang Ziehl & Jones LLP as counsel; and Conway Mackenzie, Inc., as
financial advisor.


SFX ENTERTAINMENT: Founder Steps Down as CEO, Inks Transition Deal
------------------------------------------------------------------
SFX Entertainment, Inc., and its debtor affiliates seek authority
from the Bankruptcy Court to enter into a Resignation and
Transition Agreement with their former Chief Executive Officer and
Executive Chairman, Mr. Robert F.X. Sillerman.

The Debtors also seek the Court's authority to reject Mr.
Sillerman's Employment Agreement.

A hearing on the request is set for June 22, 2016 at 11:30 a.m.
Objections are due June 15, 2016 at 4:00 p.m.

The Restructuring Support Agreement -- dated as of January 31,
2016, entered into by and among the Debtors, certain holders of the
Debtors' Second Lien Notes, and Mr. Sillerman prior to the Petition
Date -- was structured to require Mr. Sillerman's resignation by
April 1, 2016 because the Debtors and the noteholder parties to the
RSA believed, inter alia, (i) the Debtors retaining Mr. Sillerman
as Chief Executive Officer through the end of March 2016 would
allow the Debtors to stabilize their business in the early days of
these Chapter 11 Cases and reduce the risk of additional turmoil;
and (ii) Mr. Sillerman's resignation by April 1, 2016 would be
beneficial because it would allow the Debtors to prepare for the
future and attract a management team that could successfully lead
the Debtors after their emergence from bankruptcy.

To comply with their obligations under the RSA, the Debtors sought
Mr. Sillerman's resignation by the end of March 2016. The RSA
itself did not spell out the terms and conditions of the
resignation. Mr. Sillerman indicated to the Debtors that he would
agree to resign as required by the RSA in exchange for certain
limited benefits. Accordingly, the Debtors, the DIP lenders, the
pre-petition secured lenders and Mr. Sillerman negotiated the terms
of the Resignation Agreement.

As part of those negotiations, Mr. Sillerman indicated to the
Debtors that he believed he possessed prepetition and postpetition
claims arising from his employment that could be asserted against
the Debtors. The Debtors disputed those allegations.

Aside from entering into the Resignation Agreement, the Debtors'
other options were to (i) leave Mr. Sillerman in as Chief Executive
Officer, which would violate the RSA, would not have been supported
by the Committee, and would not, in the Debtors' business judgment,
have represented a productive step in moving their restructuring
forward; or (ii) remove Mr. Sillerman from office, which also would
not comply with the terms of the RSA, and would have resulted in a
public dispute with Mr. Sillerman. The Debtors believed that the
optics and practical effect of such dispute would have been
detrimental to the Debtors' business and would have resulted in the
expenditure of significant time and money by the Debtors.

As the founder of SFX, Mr. Sillerman has been the Chairman of the
Board and, until his recent resignation, CEO of SFX since its
inception in 2011. As of the Petition Date, Mr. Sillerman and SFX
Entertainment were parties to an Employment Agreement dated October
18, 2012, and an Indemnification Agreement dated April 15, 2013
governing the relationship between Mr. Sillerman and the Company.
Pursuant to the RSA, Mr. Sillerman agreed to resign from his
positions with SFX on or prior to April 1, 2016. The RSA
contemplated that Mr. Sillerman would be replaced by Michael
Katzenstein of FTI Consulting -- mike.katzenstein@fticonsulting.com
-- on an interim basis unless a permanent CEO had been identified
by that date.

On March 31, 2016, consistent with the terms of the RSA, the
Company and Mr. Sillerman entered into the Resignation Agreement.
On the following day, Mr. Katzenstein, the Debtors' Chief
Restructuring Officer, was appointed the Debtors' interim CEO.

Pursuant to the Resignation Agreement, Mr. Sillerman has agreed to
resign from all officer and director positions at SFX effective as
of March 31, 2016, other than his position as Chairman of the Board
of Directors of the Company.  The Resignation Agreement contains
these key terms:

     * As he was prior to his resignation, Mr. Sillerman will be
entitled to participate in, and receive benefits under, any health
insurance plan made available by the Company to its employees from
time to time.

     * Mr. Sillerman will remain as an employee of SFX and in this
position will be paid minimum wage (as he was prior to his
resignation) for as long as he remains Chairman of the Board of
Directors of the Company.  Mr. Sillerman will receive the New York
State statutory minimum salary for an exempt employee, or
approximately $675 per week. The Debtors' health benefit plans are
provided through co-employer TriNet HR Corporation. Under this
co-employment arrangement, Mr. Sillerman must maintain employment
with the Debtors and receive at least minimum wage in order to be
eligible to receive the health benefits contemplated by the
Resignation Agreement.

     * Mr. Sillerman may retain the support of his personal
assistant (on an exclusive basis) for so long as he remains
Chairman of the Board of the Company; provided that if his personal
assistant resigns then the Company shall have no obligation to
provide an exclusive assistant for Mr. Sillerman and shall provide
Mr. Sillerman an assistant on a non-exclusive basis.

     * Mr. Sillerman may retain his current office, but only for so
long as the Company is occupying the 15th floor of 902 Broadway.

     * Mr. Sillerman will be permitted to use the Company's car
currently available to him until the earlier of the date (a) on
which he ceases to be Chairman of the Board or (b) the Company
sells or otherwise disposes of the car; provided that (x) the
Company shall not have any obligation to pay for the services of a
driver for the car; (y) Mr. Sillerman shall pay the Company $1,000
per month plus the amount of estimated costs, expenses or other
charges the Company expects to incur in connection with the car in
advance and in immediately available funds; and (z) Mr. Sillerman
shall be personally responsible for all charges related to the car
including, without limitation, insurance, fuel, maintenance, and
repairs. In addition, Mr. Sillerman has agreed to hold the Company
harmless and to indemnify the Company for any damages, costs or
expenses incurred by the Company in connection with his use of the
car. Thus, the expenses to the Company relating to the car are
essentially passed through to Mr. Sillerman.

     * Mr. Sillerman has agreed that he will not assert claims
(other than prepetition unsecured claims) on account of severance
or termination benefits under his Employment Agreement, or any
other employment agreement he may currently have or has had in the
past with the Company and/or any of its subsidiaries.

     * Mr. Sillerman has agreed to release the Company, its
subsidiaries, successors and assigns, and its directors, officers,
employees, or agents in such capacities (collectively, the
"Released Parties") from any and all claims, liabilities and
obligations that are based in any way on any act or omission on the
part of the Released Parties that occurred on or prior to the date
of the Resignation Agreement and arise out of or relate to (i) Mr.
Sillerman's resignation as Chief Executive Officer and Executive
Chairman of the Company; (ii) fraud, defamation, emotional
distress, and discharge in violation of public policy related to
Mr. Sillerman's resignation and his employment with the Company
through the date of the Resignation Agreement; and (iii) all
federal, state, and local statutory claims relating to Mr.
Sillerman's resignation and his employment with the Company through
the date of the Resignation Agreement.

                  About SFX Entertainment

SFX Entertainment, Inc., and 43 of its affiliates, a global
producer of live events and digital entertainment content focused
exclusively on the electronic music culture and other world-class
festivals, filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Case Nos. 16-10238 to 16-10281) on Feb. 1, 2016.  The petitions
were signed by Michael Katzenstein as chief restructuring officer.

The Debtors disclosed total assets of $661.6 million and total
debts of $490.2 million.

Judge Mary F. Walrath is assigned to the case.

Greenberg Traurig, LLP serves as the Debtors' counsel.  Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent.

The Official Committee of Unsecured Creditors retained Pachulski
Stang Ziehl & Jones LLP as counsel; and Conway Mackenzie, Inc., as
financial advisor.


SFX ENTERTAINMENT: TriNet Objects to Assignment of Contracts
------------------------------------------------------------
TriNet Group, Inc., and its subsidiaries, including TriNet HR
Corporation, object to SFX Entertainment, Inc., et al.'s motion
seeking authority to assume and assign certain executory contracts
between the Debtors and TriNet.

TriNet complains that the proposed cure amount of $0 cure may be
inaccurate given the structure of the services, including payroll
and other human resources management and benefits administration
responsibilities, that TriNet has provided to the Debtors,
additional sums may continue to accrue up to the closing date of
the sale, which amounts must be paid as part of any cure owed to
TriNet.

In addition, TriNet also complains that the ultimate assignee's
identity is uncertain, considering that there is currently no
stalking horse bidder while the sale is subject to an auction, and
as a result, TriNet cannot evaluate either the eventual purchaser's
acceptability as an assignee under the terms of the contract the
Debtors seek to assume and assign, or to ascertain whether the
assignee is a TriNet competitor.

Accordingly, TriNet requests that the Debtors provide TriNet
information -- financial bona fides and confirmation that the
assignee is not a TriNet competitor -- about any potential
purchaser to whom the Debtors propose to assign the TriNet
Agreement.

Attorneys for TriNet Group, Inc.:

       James E. Huggett, Esq.
       MARGOLIS EDELSTEIN
       300 Delaware Avenue, Suite 800
       Wilmington, Delaware 19801
       Telephone: (302) 888-1112
       Email: jhuggett@margolisedelstein.com

       -- and --

       Amish R. Doshi, Esq.
       MAGNOZZI & KYE, LLP
       23 Green Street, Suite 302
       Huntington, New York 11743
       Telephone: (631) 923-2858
       Email: adoshi@magnozzikye.com

       -- and --

       Shawn M. Christianson, Esq.
       Valerie BantnerPeo, Esq.
       BUCHALTER NEMER P.C.
       55 Second Street, Suite 1700
       San Francisco, California 94105
       Telephone: (415) 227-0900
       Email: schristianson@buchalter.com
              vbantnerpeo@buchalter.com

       -- and --

       Doug Riegelhuth, Esq.
       VP and Associate General Counsel
       TRINET GROUP, INC.
       100 San Leandro Blvd., Suite 400
       San Leandro California 94577

            About SFX Entertainment

SFX Entertainment, Inc., and 43 of its affiliates, a global
producer of live events and digital entertainment content focused
exclusively on the electronic music culture and other world-class
festivals, filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Case Nos. 16-10238 to 16-10281) on Feb. 1, 2016.  The petitions
were signed by Michael Katzenstein as chief restructuring officer.

The Debtors disclosed total assets of $661.6 million and total
debts of $490.2 million.

Judge Mary F. Walrath is assigned to the case.

Greenberg Traurig, LLP serves as the Debtors' counsel.  Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent.

The Official Committee of Unsecured Creditors retained Pachulski
Stang Ziehl & Jones LLP as counsel; and Conway Mackenzie, Inc., as
financial advisor.


SHEEHAN PIPE LINE: Surety Objects to Proposed Cash Collateral Use
-----------------------------------------------------------------
Zurich American Insurance Company and Fidelity and Deposit Company
of Maryland object to Sheehan Pipe Line Construction Company's
motion seeking authority to use of cash collateral and proceeds of
collateral that constitute a security interest for the Debtor's
debts and obligations.

According to the Surety, in postpetition discussions with the
Debtor, the Surety has been advised that the Debtor has $371,000 in
prepetition funds is unencumbered, has leased certain of its
equipment to Precision Pipeline, LLC, is receiving proceeds from
these leases, and is intending to use such proceeds for day-to-day
operations, asserting that these funds are not cash collateral --
even though the equipment leased is the Surety's collateral.

The Surety tells the Court that it has been asking the Debtor for
documentation regarding these leases, as well as the source of all
other cash to be used in the Debtor’s operations, but the Surety
has not yet received sufficient information on the status of all
cash although the Debtor has provided some documentation and a
proposed budget.

Furthermore, the Surety narrates that it has advised the Debtor of,
and the Debtor affirmatively acknowledged, the trust fund nature of
contract proceeds under the Indemnity Agreement and agreed to
segregate those funds. However, after repeated requests for
assurances that the trust funds should be segregated and not be
used, the Debtor instead spent the Surety's trust funds without
consent.

So that, the Surety is skeptical about the Debtor's use of cash
until the Debtor makes an adequate showing of its right to use any
cash and the source of all cash is identified, which includes
submitting a motion with a proper budget and grant of adequate
protection, giving all parties a chance to comment upon and/or
object to such use and for the court to approve a budget
established with appropriate restrictions, regardless of whether
the funds constitute cash collateral.

The Debtor responded saying that the Surety has no security
interest in its accounts receivable of Debtor, but the Surety is
now trying to subsume Debtor's accounts receivable by claiming such
funds as proceeds of equipment.

The Debtor argues that the funds it has been receiving from
Precision's short-term rental of its equipment are accounts
receivable since the Debtor has not disposed of any interest in its
collateral by virtue of this short-term rental to Precision. Thus,
the Debtor says that this is not the type of lease regarding
disposition of collateral contemplated under the Uniform Commercial
Code considering that the disposition will be made at the auction
currently set for June 16, 2016, and in fact, Precision will return
the equipment at the end of the rental term.

Accordingly, the Debtor relates that even if the funds are
determined to be cash collateral, their use is necessary and
justified under the Bankruptcy Code for without the use of the
alleged cash collateral to protect and preserve the assets until
the time of the auction, the value of Debtor’s estate will
diminish significantly and result in fewer proceeds from which to
satisfy the claim of the Surety and other creditors.

Furthermore, the Debtor submits that no additional adequate
protection is required considering that the Debtor has entered into
an Asset Purchase Agreement contemplating a sale of Debtor’s
equipment for $29.5 million -- $13 million of the proceeds will go
to satisfy the first secured position of CAT and the remaining
approximately $16.5 million will be made available to satisfy the
claims of the Surety and other creditors. The Debtor concludes that
until the time that the Surety’s claim actually exceeds $16.5
million, the Surety is adequately protected.

Proposed Attorneys for the Debtor and Debtor-in-Possession:

       Gary M. McDonald, Esq.
       Chad J. Kutmas, Esq.
       Mary E. Kindelt, Esq.
       MCDONALD, MCCANN, METCALF & CARWILE, LLP
       First Place Tower
       15 E. Fifth Street, Suite 1400
       Tulsa, OK 74103
       Telephone: (918) 430-3700
       Facsimile: (918) 430-3770
       Email: gmcdonald@mmmsk.com
              ckutmas@mmmsk.com
              mkindelt@mmmsk.com

Attorneys for Zurich American Insurance Company and Fidelity and
Deposit Company of Maryland:

       Duane J. Brescia, Esq.
       STRASBURGER & PRICE, LLP
       600 Congress Ave., Suite 1600
       Austin, Texas 78701
       Telephone: 512.499.3600
       Facsimile: 512.499.3660
       Email: duane.brescia@strasburger.com

       -- and --

       Christopher R. Ward, Esq.
       STRASBURGER & PRICE, LLP
       901 Main Street, Suite 4400
       Dallas, Texas 75202
       Telephone: 214.651.4300
       Facsimile: 214.651.4330
       Email: christopher.ward@strasburger.com

       -- and --

       Charles Greenough, Esq.
       McAFEE & TAFT, P.C.
       1717 South Boulder, Suite 900
       Tulsa, Oklahoma 74119
       Telephone: (918) 587-0000
       Facsimile: (918) 599-9317
       Email: Charles.greenough@mcafeetaft.com

            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.

The Office of the U.S. Trustee has appointed six members to Sheehan
Pipe Line Construction Co.'s official committee of unsecured
creditors.


SPEEDWAY MOTORSPORTS: S&P Affirms 'BB+' Rating on Sr. Notes
-----------------------------------------------------------
S&P Global Ratings Services affirmed its 'BB+' issue-level rating
(the same as the 'BB+' corporate credit rating) on Concord,
N.C.-based motorsports entertainment company Speedway Motorsports
Inc.'s (SMI) senior unsecured notes and revised the recovery rating
to '3' from '4' following the company's repayment of approximately
$80 million in debt, which improves recovery prospects for existing
noteholders.  The '3' recovery rating reflects S&P's expectation of
meaningful (50% to 70%; upper end of range) recovery for lenders in
the event of a payment default.

The 'BBB' issue-level ratings and '1' recovery ratings on the
revolver due 2019 and $200 million delayed draw term loan due 2019
remain unchanged.

RATINGS LIST

Speedway Motorsports Inc.
Corporate Credit Rating                 BB+/Stable/--

Rating Affirmed; Recovery Rating Revised
                                         To         From
Speedway Motorsports Inc.
Senior Unsecured                        BB+        BB+
  Recovery Rating                        3H         4H


SQUARETWO FINANCIAL: Moody's Hikes Corporate Family Rating to Caa2
------------------------------------------------------------------
Moody's Investors Service rated SquareTwo Financial Corporation's
Senior Secured First Lien Term Loan and Revolving Credit Facility
Caa1 and Senior Secured Term Loan Caa3. Its Senior Second Lien
Notes were affirmed at Ca and the Corporate Family Rating was
upgraded to Caa2 from Ca. The outlook is stable.

Actions

Issuer: SquareTwo Financial Corporation

Corporate Family Rating Upgraded to Caa2 from Ca

Senior Secured First Lien Term Loan and Revolving Credit Facility
Rated Caa1

Senior Secured Term Loan Rated Caa3

Senior Second Lien Notes Affirmed at Ca

The outlook for the ratings is stable

RATINGS RATIONALE

The two notch upgrade of the Corporate Family Rating is due to
SquareTwo's debt exchange and recapitalization which was completed
on 24 May 2016 and will enable the company to continue to operate
through difficult market conditions.

Leading up to the exchange, SquareTwo was experiencing net losses,
weakened cashflow generation, and growing negative equity as a
result of reduced supply of charged-off debt and elevated pricing
of this debt in the marketplace. This limited supply is driven by
regulatory concerns regarding suppliers' ability to package
relevant, accurate information when they sell charged-off debt. In
addition, suppliers of charged-off debt have an obligation to
evaluate that buyers have adequate processes to service borrowers.
While the Caa2 Corporate Family Rating is a two notch upgrade, the
rating continues to reflect considerable challenges for SquareTwo
to grow its portfolio to a more scalable level and become
profitable.

SquareTwo's completed debt exchange recapitalized the company in
response to its default on the pre-existing first lien revolving
credit facility and senior second lien notes. Subsequent to the
default, SquareTwo entered into a new $165 million senior secured
financing facility and exchanged $268 million of its senior second
lien notes for a $174 million term loan and $94 million of
preferred stock. SquareTwo's legacy senior second lien notes
totaling $22 million are rated Ca and are now subordinated to the
term loan. The legacy senior second lien notes have an April 2017
maturity which exposes the company to near-term refinancing risk
whereas the new debt instruments have two and three year
maturities.

With the exception of the first lien credit facility and the legacy
senior second lien notes, the remaining debt will be payment in
kind for two years. This will help the company contend with a
distressed charged-off debt market which continues to be negatively
impacted with limited supply.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE

SquareTwo's ratings could be upgraded if the company is able to
increase its purchasing activity and earn respectable returns on
investment. Capturing efficiencies of scale will also be important
after almost two years of compressed volumes and a shrinking
service platform. SquareTwo will need to satisfy its existing
legacy senior second lien notes which mature in April 2017.
Concerns regarding its ability satisfy this obligation would
question the viability of the business and the level of commitment
from SquareTwo's various stakeholders and could lead to a rating
downgrade. Ratings could also be downgraded if the market continues
to have limited supply of charged-off debt or if SquareTwo has
difficulty reestablishing itself as a reputable purchaser in this
sector.

SquareTwo is a purchaser of charged off debt receivables which
pursues collections via in-house staff and a network of attorneys.
SquareTwo is headquartered in Denver, CO.


STANLEY JOSEPH CATERBONE: Court Orders Show Cause for Appeal
------------------------------------------------------------
Pro se movant, Stanley Joseph Caterbone, filed a motion for
application for leave to appeal the order of United States
Bankruptcy Judge Richard E. Fehling dated and entered on February
18, 2016.  On the second page of this motion, Caterbone requests
that the order to dismiss be appealed to this court.  He also
requests leave to proceed in forma pauperis.

Judge Edward G. Smith of the United States District Court for the
Eastern District of Pennsylvania required Caterbone to show cause
why the court should not dismiss the appeal for lack of
subject-matter jurisdiction as on its face, the motion for leave to
appeal (which the court has construed as a notice of appeal) is
untimely insofar as it was filed one day after the 14-day period
concluded.

A full-text copy of the Memorandum Opinion dated May 16, 2016 is
available at https://is.gd/gBcu3X from Leagle.com.

The case is IN RE: STANLEY JOSEPH CATERBONE, Movant, Civil Action
No. 16-mc-49, Bankruptcy No. 16-10517.

STANLEY JOSEPH CATERBONE, IN RE:, Pro Se.


STARVING STUDENTS: Seeks to Hire Garman Turner as Legal Counsel
---------------------------------------------------------------
Starving Students, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Nevada to hire Garman Turner Gordon LLP
as its legal counsel.

The Debtor tapped the firm to provide these legal services:

     (a) prepare legal papers on behalf of the Debtor;

     (b) take all necessary actions in connection with a plan of
         reorganization;

     (c) take all necessary actions to protect and preserve the
         estate of the Debtor, including the prosecution of        

         actions on its 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 estate; and

     (d) perform all other necessary legal services.

Garman Turner's attorneys and paraprofessionals hourly rates range
from $130 to $190 for paraprofessionals; $200 to $385 for
associates; and $435 to $775 for partners.  The firm will also seek
reimbursement of its expenses.

Garman Turner is a "disinterested person" as that term is defined
in section 101(14) of the Bankruptcy Code, according to court
filings.

The firm can be reached through:

     Gregory E. Garman, Esq.
     Mark M. Weisenmiller, Esq.
     650 White Drive, Ste. 100
     Las Vegas, NV 89119
     Tel: 725-777-3000
     Fax: (725) 777-3112
     E-mail: ggarman@gtg.legal
             mweisenmiller@gtg.legal

                      About Starving Students

Starving Students, Inc. sought protection under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Nevada (Las Vegas) (Case No. 16-10936) on February 29, 2016.  

The petition was signed by Roberto Valencia, CFO. The case is
assigned to Judge Mike K. Nakagawa.


STELLAR BIOTECHNOLOGIES: Named a Calif. Small Business of the Year
------------------------------------------------------------------
Stellar Biotechnologies, Inc., announced that the Company will be
recognized as a 2016 California Small Business of the Year in
ceremonies today at the state capitol in Sacramento, California.

44th District Assembly Member Jacqui Irwin (D-Camarillo) will honor
Stellar with the distinction during the California State Assembly's
annual California Small Business Day, May 25, 2016.

"The Stellar team is proud of its contributions to ocean
conservation and immunotherapy research, and our position as a
biotechnology employer in the local Port Hueneme community," said
Frank Oakes, president and chief executive officer of Stellar
Biotechnologies, Inc.  "We thank the California State Assembly for
today's recognition."

                           About Stellar

Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations.  The Company markets KLH and suKLH formulations to
customers in the United States and Europe.

KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.

Stellar Biotechnologies reported a net loss of $8.43 million for
the year ended Aug. 31, 2014, a net loss of $14.5 million for the
year ended Aug. 31, 2013, and a net loss of $5.52 million for the
year ended Aug. 31, 2012.  Stellar Biotechnologies reported a net
loss of $2.84 million on $758,689 of revenues for the year ended
Sept. 30, 2015.

As of March 31, 2016, Stellar had $9.42 million in total assets,
$616,097 in liabilities and $8.81 million in shareholders' equity.


STEREOTAXIS INC: Shareholders Elect 3 Directors
-----------------------------------------------
Stereotaxis, Inc., held its annual meeting of shareholders on
May 24, 2016, at which the shareholders:

  (1) elected Duane DeSisto, Fred A. Middleton and William C.
      Mills III as Class III directors to serve until the
      Company's 2019 annual meeting;

  (2) ratified the appointment of Ernst & Young LLP as the
      Company's independent registered public accounting firm for  
        
      fiscal year 2016;

  (3) approved, by non-binding vote, executive compensation; and

  (4) approved an amendment to the Stereotaxis, Inc. 2012 Stock
      Incentive Plan to increase the number of shares authorized
      for issuance thereunder by 1,500,000 shares.

                         About Stereotaxis

Based in St. Louis, Missouri, Stereotaxis, Inc., is a manufacturer
and developer of a suite of navigation systems in interventional
surgical procedures.  The Company's Epoch Solution is used in the
treatment of arrhythmias and coronary artery disease.

Stereotaxis reported a net loss of $7.35 million on $37.67 million
of total revenue for the year ended Dec. 31, 2015, compared to a
net loss of $5.20 million on $35.01 million of total revenue for
the year ended Dec. 31, 2014.

As of March 31, 2016, Stereotaxis had $15.2 million in total
assets, $34.8 million in total liabilities and a total
stockholders' deficit of $19.6 million.

In its report on the Company's consolidated financial statements
for the year ended Dec. 31, 2015, Ernst & Young LLP, in St. Louis,
Missouri, issued a "going concern" qualification stating that
the Company has incurred recurring losses from operations and has a
net capital deficiency that raise substantial doubt about the
Company's ability to continue as a going concern.


SUNGARD AVAILABILITY: Moody's Lowers CFR to B3, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service downgraded Sungard Availability Services
Capital, Inc.'s ("Availability Services") corporate family and
probability of default ratings to B3 and B3-PD from B2 and B2-PD,
respectively.  In addition, Moody's downgraded the ratings on the
$250 million senior secured revolving credit facility due 2018 and
$1.025 billion senior secured term loan due 2019 to B1 from Ba3 and
the $425 million senior unsecured notes due 2022 to Caa2 from Caa1.
The rating outlook was changed to stable from negative.

                        RATINGS RATIONALE

The downgrade reflects Moody's expectation that Availability
Services's profits will continue to decline through 2016 by over
10%, with stabilization occurring in 2017.  Adjusted debt to EBITDA
should rise to over 5x by the end of 2016 (from 4.7x at the end of
Dec. 31, 2015) though free cash flow will likely be negative
through 2017.  The transformation of Availability Services's
business model will remain challenged by the expected run off of
the traditional data recovery business, continuing pressures on
co-location pricing, the lag time associated with converting new
Recovery-as-a-Service (RaaS) and managed services contracts, and
the growing shift of computing workloads to the public cloud.  With
the inflection point for generating meaningful cash flow occurring
in 2018, this could pose some financing risks associated with
extending the revolving credit facility, which matures in March
2018, and the $1.025 billion term loan due March 2019.

The risks associated with this transition are partly mitigated by
the ability to sell assets to repay debt as demonstrated in May
2015 when Availability Services sold 8 data centers for gross
proceeds of $140 million, of which $110 million of net proceeds was
used to repay the senior secured term loan.  The revenue base is
supported by long-term relationships, a market leading position in
the recovery business, and relatively low customer concentration.

The B3 CFR considers that while managed services and cloud hosting
offer solid long term growth prospects, Availability Services faces
substantial competition and evolving technological shifts (e.g.,
virtualized data center platforms and web enabled, third party
storage and computing) which could lower the demand for the
company's service offerings and require the company to invest
considerably.  The current business already has high capex
requirements to support multiple recovery centers and data centers
that provide co-location and critical IT functions.  Additional R&D
and sales investments may be needed to enhance market positioning,
service delivery, and technological capabilities in an industry
where scale is essential.

Meanwhile, liquidity will likely be hampered over the next two
years as the revolver capacity will likely be constrained by a
springing covenant on the $250 million revolver ($238 million
available as of Dec. 31, 2015,) maturing in 2018.  If Sungard AS
cannot maintain compliance with the covenant due to rising leverage
this year, the effective revolver availability would drop to $63
million, or 25% of the total revolving commitments.

The stable outlook reflects Moody's expectation of low single digit
revenue declines in 2016 followed by slight growth in 2017, with
low to mid single digit operating margins.  Moody's anticipates
negative free cash flow of over $30 million in 2016, but good
liquidity supported by a high cash balance ($180 million as of
December 31, 2015) and data center assets that can be sold to raise
additional proceeds to repay debt.  The stable outlook also assumes
Sungard will not make dividend payments to its private equity
sponsors.

The ratings could be upgraded with consistent revenue and
profitability growth (in the low single digits), positive cash
flow, and adjusted debt to EBITDA below 4 times on a sustained
basis.  Downward ratings pressure could arise if the prospects of a
rebound in revenue and profit growth appears unlikely in 2017,
monthly recurring revenues decline significantly, adjusted debt to
EBITDA exceeds 6 times, or liquidity deteriorates to the point that
combined total of cash and available revolver capacity falls below
$200 million.

Ratings Downgraded:

  Corporate Family Rating, Downgraded to B3 from B2

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

  $250 Million Senior Secured Revolving Credit Facility due 2018,
   Downgraded to B1 (LGD3) from Ba3 (LGD3)

  $1025 Million Senior Secured Term Loan due 2019, Downgraded to
   B1 (LGD3) from Ba3 (LGD3)

  $425 Million Senior Unsecured Notes due 2022, Downgraded to Caa2

   (LGD5) from Caa1 (LGD5)

Outlook Action:

Outlook Rating, Changed to Stable from Negative

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

With over $1.2 billion of projected annual revenues, Sungard
Availability Services is a provider of disaster recovery services
and managed IT services and is owned by a consortium of private
equity investors (including Bain, Blackstone, KKR, Silver Lake,
Texas Pacific Group, GS Partners, and Providence Equity).


SUTHERLAND HOLDINGS: Case Summary & 3 Unsecured Creditors
---------------------------------------------------------
Debtor: Sutherland Holdings II, LLC
        13040 Gandy Blvd. N.
        Saint Petersburg, FL 33702

Case No.: 16-04577

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: May 26, 2016

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Jake C Blanchard, Esq.
                  BLANCHARD LAW, P.A.
                  1501 S. Belcher Rd. Unit 2B
                  Largo, FL 33771
                  Tel: 727-531-7068
                  Fax: 727-535-2086
                  E-mail: jake@jakeblanchardlaw.com

Estimated Assets: $1 million to $10 million

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

The petition was signed by Brian Storman, managing member.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb16-04577.pdf


SWORDS GROUP: Case Summary & 10 Unsecured Creditors
---------------------------------------------------
Debtor: Swords Group, LLC
        492 Industrial Drive
        Mt. Juliet, TN 37122

Case No.: 16-03837

Chapter 11 Petition Date: May 26, 2016

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

Judge: Hon. Marian F Harrison

Debtor's Counsel: Griffin S Dunham, Esq.
                  DUNHAM HILDEBRAND, PLLC
                  1704 Charlotte Avenue, Suite 105
                  Nashville, TN 37203
                  Tel: 615-933-5850
                  E-mail: griffin@dhnashville.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jerry Swords, president.

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/tnmb16-03837.pdf


TANGO TRANSPORT: Creditors' Panel Hires Heller Draper as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Tango Transport,
LLC, et al., seeks authority from the U.S. Bankruptcy Court for the
Eastern District of Texas to retain Heller Draper Patrick Horn &
Dabney, LLC as counsel to the Committee.

The Committee requires Heller Draper to:

   a. advise the Committee of its rights, duties, and powers in
      the Chapter 11 Case;

   b. prepare on behalf of the Committee all necessary motions,
      applications, answers, orders, reports and filings to
      support the positions of the Committee;

   c. appear as appropriate before this Court, the district
      court, the appellate courts, or any other courts in which
      matters may be heard and to protect the interests of the
      Committee before said courts and the United States Trustee;

   d. assist, advise, and represent the Committee in
      investigating and analyzing the Debtors' assets and
      liabilities, investigating the extent and validity of any
      liens, participating in and reviewing any proposed asset
      sales or dispositions;

   e. represent the Committee in any meetings or negotiations
      with the Debtors, secured parties, and other parties in
      interest;

   f. review, analyze all applications, orders, operating
      reports, schedules and statements of affairs filed and to
      be filed with this Court by the Debtors or other interested
      parties;

   g. assist and advise the Committee in its examination,
      investigate, analysis and negotiation of any financing or
      funding agreements;

   h. take all necessary actions to protect and preserve the
      interests of unsecured creditors, including without
      limitation, the prosecution of actions on behalf of the
      Committee, negotiations concerning all litigation in which
      the Debtors are involved, and review and analysis of all
      claims filed against the Debtors' estates and analysis of
      all executory contracts and un-expired non-residential
      leases proposed to be assumed or rejected by the Debtors;

   i. coordinate the receipt and dissemination of information
      prepared by and received from the Debtors, the Debtors'
      professionals, and any matters before the Court;

   j. assist the Committee in the review, analysis and
      negotiations regarding any plan of reorganization or
      liquidation that may be filed and to assist the Committee
      in the review, analysis and negotiation of the disclosure
      statement accompanying any proposed plan; and

   k. advise the Committee and perform all other necessary legal
      services that may be required in connection with the
      Chapter 11 Case.

Heller Draper will be paid at these hourly rates:

     Partners           $450-$375
     Associates         $350-$250
     Paralegals         $110-$130

Prior to the Petition Date, Heller Draper represented the
unofficial committee of unsecured creditors. Heller Draper was paid
$50,364.69 for pre-petition services and upon the filing date, was
holding a retainer in the amount of $75,000.00. On May 11, 2016,
Heller Draper returned $24,635.31 to the Debtors' counsel.

Heller Draper will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Tristan Manthey, member of Heller Draper Patrick Horn & Dabney,
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.

Heller Draper can be reached at:

     Tristan Manthey, Esq.
     HELLER DRAPER PATRICK HORN & DABNEY, LLC
     650 Poydras Street, Suite 2500
     New Orleans, LA 70130
     Tel: (504) 299-3300
     Fax: (504) 299-3399
     E-mail: tmanthey@hellerdraper.com

                     About Tango Transport

Tango Transport, LLC sought protection under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the Eastern
District of Texas (Sherman) (Case No. 16-40642) on April 6, 2016.
The petition was signed by B.J. Gorman, president of Gorman Group,
Inc., sole member of Debtor.

The Debtor is represented by Keith William Harvey, Esq., at The
Harvey Law Firm, P.C.

The Debtor estimated assets of $0 to $50,000 and debts of $10
million to $50 million.


TATOES LLC: Leland, Anderson Farms Want Replacement Liens
---------------------------------------------------------
Creditors Glenn Leland and Anderson Farms, Inc., ask the U.S.
Bankruptcy Court for the Eastern District of Washington to
determine the validity, extent and/or priority of their Landlord's
Lien in Tatoes, LLC, et al.'s crops.

Mr. Leland and Anderson Farms request that they be granted a
replacement lien in all crops grown by the Debtors upon property
leased by Mr. Leland  and Anderson Farms to the Debtors and on all
products and proceeds thereof for the full amount of any and all
unpaid rent.

                        Debtor's Objection

Rabo AgriFinance, Inc., filed objections to Mr. Leland and Anderson
Farms' motions.

"This Court should refuse at this time to make any determination
about the validity, extent or priority of any liens against the
2016 Crops.  It would be procedurally improper for the Court to do
so, and the Court would be rendering an improper advisory opinion
about issues that are not ripe and have not been adequately
investigated or briefed... Leland and Anderson are not entitled to
a 'replacement lien' on the 2016 Crops, because their cash
collateral is not being used to generate the 2016 Crops.  Only RAF,
which according to the Debtors has the only pre-petition lien on
cash collateral, is entitled to a replacement lien on the 2016
Crops, because RAF's cash collateral will not be turned over to RAF
but, instead, will be used to generate the 2016 Crops," RAF avers.

Glenn Leland and Anderson Farms, Inc., are represented by:

          Steven H. Sackmann, Esq.
          SACKMANN LAW OFFICE
          P.O. Box 409 - 455 E. Hemlock, #A
          Othello, WA 99344
          Telephone: (509) 488-5636
          Facsimile: (509) 488-6126

Rabo AgriFinance, Inc., is represented by:

          Bruce K. Medeiros, Esq.
          DAVIDSON BACKMAN MEDEIROS PLLC
          1550 Bank of America Financial Center
          601 West Riverside Avenue
          Spokane, WA 99201
          Telephone: (509)624-4600
          Facsimile: (509)623-1660
          E-mail: bmedeiros@dbm-law.net

                  - and -

          Michael R. Johnson, Esq.
          Douglas M. Monson, Esq.
          RAY QUINNEY & NEBEKER P.C.
          36 South State Street, Suite 1400
          Salt Lake City, UT 84111
          Telephone: (801) 532-1500
          Facsimile: (801) 532-7543
          E-mail: mjohnson@rqn.com
                  dmonson@rqn.com

                         About Tatoes, LLC

Tatoes, LLC, Wahluke Produce, Inc., and Columbia Manufacturing,
Inc., are engaged in farming, packing, storing, and selling
potatoes, onions and wheat. Each of the Debtors filed Chapter 11
bankruptcy petitions (Bankr. E.D. Wash. Case Nos. 16-00900,
16-00899 and 16-00898, respectively) on March 21, 2016.

Tatoes LLC estimated assets and liabilities in the range of $10
million to $50 million. Wahluke Produce and Columbia Manufacturing
estimated assets in the range of $50 million to $100 million and
liabilities of up to $100 million.

Bailey & Busey LLC serves as counsel to the Debtors.


TIME INC: S&P Lowers CCR to 'BB-', Outlook Stable
-------------------------------------------------
S&P Global Ratings said it lowered its corporate credit rating on
New York City-based Time Inc. to 'BB-' from 'BB'.  The outlook is
stable.

At the same time, S&P lowered the issue-level rating on the
company's senior secured credit facility to 'BB+' from 'BBB-'.  The
recovery rating on this debt remains '1', indicating S&P's
expectation for very high (90% to 100%) recovery in the event of a
payment default.  S&P also lowered the issue-level rating on its
senior unsecured notes to 'BB-' from 'BB'.  The recovery rating on
this debt remains '3', indicating S&P's expectation for meaningful
(50% to 70%; lower half of the range) recovery in the event of a
payment default.

"The ratings downgrade reflects our more cautious view of Time
Inc.'s ability to deleverage and its business transformation given
our belief that secular pressures the magazine industry faces will
intensify as consumer preferences shift to digital media from print
media," said S&P Global Ratings credit analyst Minesh Patel.

More specifically, the downgrade reflects the revision of S&P's
financial risk assessment to significant from intermediate based on
our cash flow volatility adjustment.  Although S&P expects adjusted
leverage will decline to just within its 2x-3x rating threshold
range over the next two years, the volatility adjustment
incorporates a cushion of medium-term variance because of stress
scenarios not factored into S&P's base-case forecast.  Stress
scenarios include a recessionary economic environment,
greater-than-expected technology or competitive shifts, or material
business transformation execution missteps.

S&P's stable outlook reflects its view that the company will
continue to scale and extend its brand online while stabilizing ad
revenues.  It assumes that adjusted leverage will decline to the
high-2x area over the next two years and that liquidity will remain
strong.


TOPS HOLDING: Moody's Affirms B3 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service changed the ratings outlook for Tops
Holding II ("HoldCo") Corporation to negative from stable. Moody's
also affirmed the company's B3 Corporate Family Rating and B3-PD
Probability of Default rating. Additionally, Moody's affirmed the
B3 rating of Tops Holding LLC's senior secured notes due 2022 and
the Caa2 rating of Holdco's senior unsecured notes due 2018.

The change in outlook to negative reflects the uncertainty
regarding the company's ability to improve its credit metrics to
levels consistent with its B3 rating category given the challenging
and competitive business environment.

"Tops' credit metrics position the company weakly in the B3 rating
category with debt to EBITDA deteriorating to 7.0 times at the end
of fiscal 2015 from 6.6 times the prior year and EBIT to interest
currently at less than 1.0 times", Moody's Senior Analyst Mickey
Chadha said. "The company's B3 rating incorporates our expectation
that the company will make material progress to reduce financial
leverage towards 6.5 times and improve EBIT to interest to at least
1.0 times in the next 12 months", Chadha further stated.

RATINGS RATIONALE

The following ratings are affirmed and point estimates updated:

Tops Holding II Corporation

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

Senior unsecured notes due 2018 at Caa2 ( LGD6)

Tops Holding LLC

Senior secured notes due 2022 at B3 (LGD3)

The B3 Corporate Family Rating reflects the company's weak credit
metrics, its modest size relative to competitors, and regional
concentration. The rating is supported by its relatively stable
operating performance in a challenging business and competitive
environment, its good market presence in the regions in which it
operates and its adequate liquidity.

Given Tops' high financial leverage, a rating upgrade is not
expected in the near-to-intermediate term. The outlook could be
stabilized if the company demonstrates its ability to grow same
store sales, maintain margins and maintain (EBITDA -Capital
Expenditures) to interest of at least 1.0 times and improve debt to
EBITDA towards 6.5 times. Over time a rating upgrade would require
positive same store sales, a material improvement in credit metrics
and a commitment to more conservative financial policies. Ratings
could rise if Tops demonstrates sustained EBIT to interest above
1.75 times and sustained debt/EBITDA below 6.0 times while
maintaining adequate liquidity.

Ratings could be downgraded if the company does not demonstrate
sequential improvement in operating performance and credit metrics
or if liquidity deteriorates.

Tops is the parent of Tops Holding LLC and the indirect parent of
Tops Markets, LLC, which is headquartered in Williamsville, NY, and
operates 165 full-service supermarkets, 164 under the Tops banner
and one under the Orchard Fresh banner, with an additional five
supermarkets operated by franchisees under the Tops banner.
Revenues totaled about $2.5 billion for fiscal 2015.


TOWN SPORTS: Robert Giardina Resigns as Director
------------------------------------------------
Robert Giardina delivered notice to Town Sports International
Holdings, Inc. that he was resigning as member of the Board of
Directors of the Company due to personal reasons, effective
May 24, 2016.

                       About Town Sports

New York-based Town Sports International Holdings, Inc. is one of
the leading owners and operators of fitness clubs in the Northeast
and mid-Atlantic regions of the United States and, through its
subsidiaries, operated 151 fitness clubs as of March 31, 2016,
comprising 104 New York Sports Clubs, 27 Boston Sports Clubs, 12
Washington Sports Clubs (one of which is partly-owned), five
Philadelphia Sports Clubs, and three clubs located in Switzerland,
and three BFX Studio locations.  In addition, the Company also has
one partly-owned club that operated under a different brand name in
Washington, D.C. as of March 31, 2016.  These clubs collectively
served approximately 553,000 members as of March 31, 2016.  For
more information on TSI, including the Company's Form 10-Q for the
quarterly period ended March 31, 2016, visit
http://investor.mysportsclubs.com

As of March 31, 2016, Town Sports had $300 million in total assets,
$403 million in total liabilities and a total stockholders' deficit
of $103 million.

                            *    *    *

As reported by the TCR on March 14, 2016, Standard & Poor's Ratings
Services said it raised its corporate credit rating on New York
City-based Town Sports International Holdings Inc. to 'CCC+' from
'SD'.

Town Sports carries a Caa2 corporate family rating from Moody's
Investors Service.


TRANSDIGM INC: Fitch Assigns B- Rating on $950MM Sr. Sub. Notes
---------------------------------------------------------------
Fitch Ratings has assigned a 'B-/RR5' rating to TransDigm Inc.'s
(TDI) issuance of $950 million of senior subordinated notes,
subject to review of the issuance's governing documents.  The
ratings take into account future issuance of up to $950 million in
term loans which are expected to be incurred sometime later in the
fiscal year ended Sept. 30, 2016.

The company intends to use the proceeds to finance the acquisition
of Data Device Corporation (DDC) for approximately $1 billion and
for general corporate purposes.  TDI is a wholly owned subsidiary
of TransDigm Group, Inc. (TDG).  Fitch's ratings will cover
approximately $10.3 billion of debt after giving effect to the
announced debt issuances.  The Rating Outlook is Stable.

On May 24, 2016, TDG announced it had entered into a definitive
agreement to purchase the stock of ILC Holdings, Inc., the parent
company to DDC, a company supplying solid-state power control
products, motion control products, and databus for the aerospace &
defense and industrial sectors.  Fitch believes DCC will be a good
business fit with TDG's existing businesses, because approximately
70% of DDC's revenue is generated from aftermarket sales, and
substantially all products are proprietary and sole-source.  DDC's
revenues are expected to be more than $200 million in calendar
2016.

Even though TDG's revenues and EBITDA may not be significantly
impacted by DDC's acquisition in fiscal 2016, the $1.9 billion
increase in indebtedness will not affect TDG's ratings, as the
company's pro forma credit metrics are expected to remain within
the current rating range.  TDG's financial performance in fiscal
2016 will be bolstered by several large acquisitions throughout
both fiscal 2015 and fiscal 2016.  Fitch expects these acquisitions
will drive an approximately 17% increase to both revenue and EBITDA
in fiscal 2016 (excluding DDC's operations), enabling the company
to maintain relatively flat leverage despite a large increase in
debt.  Fitch estimates TDG's leverage will increase to
approximately 7.3x by the end of fiscal 2016, up from 7x at the end
of fiscal 2015.

The Recovery Ratings and notching in the debt structure reflect
Fitch's recovery expectations under a scenario in which distressed
enterprise value is allocated to the various debt classes.  The
senior subordinated notes are at the 'RR5' level, which reflects an
expected recovery in the 11%-30% range.

                         KEY RATING DRIVERS

The ratings are supported by the company's strong FCF (cash from
operations less capital expenditures and dividends), good
liquidity, strong margins, healthy commercial aerospace markets,
higher U.S. defense spending, and a favorable debt maturity
schedule.  TDG has good diversification in its portfolio of
products that supports a variety of commercial and military
platforms/programs, and it is a sole source provider for the
majority of its sales.

TDG generates significant cash flows due to its ability to demand a
premium for its products, partially driven by a large percentage of
sales from a relatively stable and highly profitable aftermarket
business; low research and development costs; and low capital
expenditures.  Additionally, TDG's cash flows benefit from the lack
of material pension liabilities and no other post-employment
benefit (OPEB) obligations.

The company's leverage metrics have been stable over the past
several years, as leverage has remained in the range of 6x to 7.5x.
Fitch expects the company will continue managing its capital
structure with leverage in the range of 6.5x to 7.5x going forward.
Fitch expects TDG's leverage will be at 7.3x by the end of fiscal
2016 after giving effect to the announced debt issuance; however,
Fitch expects leverage to decline to approximately 7x by the end of
fiscal 2017.  Even though TDG's leverage metrics have stabilized,
the company's coverage ratios have steadily deteriorated as FFO
interest coverage declined to 2.5x at the end of 2015 from 3.2x at
the end of 2012.  TGD's ratio of operating EBITDA-to-gross interest
expense declined to 3x, down from 4x during the same period.  Fitch
anticipates continued deterioration of coverage ratios due to
expected increase in indebtedness and corresponding rise of cash
interest expenses.

Fitch believes TDG has the capacity to make approximately $500
million of acquisitions per annum with internally generated cash;
however, a larger acquisition would likely require debt financing.
Fitch views TDG's projected metrics as consistent with the 'B'
Issuer Default Rating (IDR), but the level of support for this
rating has been reduced by the new leverage paradigm.

The ratings are also supported by positive trends in most of the
company's end markets.  The Large Commercial Aircraft (LCA) market
continues to be in a strong upturn, which is driving higher orders
and deliveries of LCA worldwide.  Both LCA manufacturers are
currently experiencing a record operating environment in terms of
orders, backlog and deliveries.  The large order book, overbooked
delivery slots, and geographic diversity support the outlook for
continued modest growth.

The fiscal 2015 U.S. defense budget hit a trough (base budget and
wartime spending).  There have been positive defense spending
developments in both the U.S. and U.K., where spending should rise
in 2016.  International demand continues to be healthy.  The global
threat environment remains a tailwind.  However, Fitch still
considers the defense outlook to be somewhat uncertain, partly due
to the Pentagon's intense focus on lowering costs, including some
questioning of the defense sector's profitability.

Fitch's concerns include the company's high leverage, declining
interest coverage, the long-term cash deployment strategy which
focuses on acquisitions and occasional debt-funded special
dividends, and weak collateral support for the secured bank
facility in terms of asset coverage.  Additionally, Fitch notes
that TDG is exposed to the cyclicality of the aerospace industry,
as it reported several quarters of organic sales declines during
fiscal 2009 and 2010 driven by lower demand for aftermarket parts
and production cuts by commercial original equipment manufacturers
(OEMs).  The market cyclicality is somewhat mitigated by growth
from acquisitions, high margins, and sales diversification.

                          KEY ASSUMPTIONS

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

   -- Leverage will remain in the range of 6.5x to 7.5x over the
      next several years;
   -- The company will issue additional debt over the next three
      years, offsetting expected growth in EBITDA;
   -- Excess cash will be paid to shareholders in the form of
      special dividends if the company does not make acquisitions;
   -- Revenues will grow by approximately 17% in both fiscal 2016
      and in fiscal 2017.  The growth will slow to low double-
      digits thereafter driven by acquisitions and anticipated
      growth of the aerospace and defense sector;
   -- Margins will remain in the range of 44% to 46% over the
      rating horizon;
   -- The company will maintain long-term cash balances in the
      range of $500 million to $700 million.

                       RATING SENSITIVITIES

Fitch does not anticipate positive rating actions in the near term
given current credit metrics and the company's cash deployment
strategies.  Positive rating actions could be considered if the
company modifies its cash deployment strategy and focuses on debt
reduction.

A negative rating action may be considered if there is significant
cash flow margin erosion without commensurate de-leveraging of the
company.  Additionally, Fitch may consider a negative rating action
should TDG's leverage (debt-to-EBITDA) and FFO adjusted leverage
increase and remain between 8x to 8.25x and above 9.5x,
respectively, driven by weakening of the global economy, a downturn
in the aerospace sector, or by issuance of additional debt to fund
special dividends or acquisitions.

                           LIQUIDITY

The streak of recent acquisitions should allow TDG to accelerate
its revenue and EBITDA growth over the next several years,
improving its financial flexibility.  TDG has adequate financial
flexibility and good liquidity supported by a $550 million
revolving credit facility and a sizable cash balance, as the
company typically holds above $500 million in cash.  The company
does not have a significant maturity until 2017 when $500 million
of senior subordinated notes become due.  Fitch anticipates the
company will refinance the notes and estimates TDG's liquidity will
fluctuate between $1 billion to $1.5 billion over the next several
years.  TDG's liquidity will increase slightly with the anticipated
$50 million increase in the company's revolving credit facility
some time later in fiscal 2016.

FULL LIST OF RATING ACTIONS

Fitch currently has these ratings:

TDG
   -- Long-term IDR 'B'.

TDI
   -- IDR at 'B';
   -- Senior secured revolving credit facility 'BB/RR1';
   -- Senior secured term loans 'BB/RR1';
   -- Senior subordinated notes 'B-/RR5'.

The Rating Outlook is Stable.



TRIBUNE MEDIA: Court Sustains Objection to Claim No. 3697
---------------------------------------------------------
In the case captioned In re: TRIBUNE MEDIA COMPANY, et al.,
Reorganized Debtors, Case No. 08-13141 (KJC) (D.I. 3796, 11792)
(Bankr. D Del), Judge Kevin J. Carey of the United States
Bankruptcy Court for the District of Delaware sustained the
objection to proof of claim number 3697 filed by Robert Henke
against the debtor, The Baltimore Sun Company.

Henke's claim, in the amount of $100 million, is based on a
defamation lawsuit that he filed pro se against the Sun in 2008
arising out of a newspaper article published on October 7, 2007.
In the objection, the debtors argued that (i) the underlying
lawsuit was filed after the applicable statute of limitations, (ii)
Henke has not provided evidence to support his claims of defamation
and other causes of action, and (iii) Henke has not provided any
support for calculating his damages at $100 million.

"The Debtors provided sufficient evidence to rebut the prima facie
validity of Mr. Henke's Claim.  The burden then shifts to Mr. Henke
to prove his Claim and, for the reasons set forth above, he has not
done so.  Accordingly, the Claim Objection will be sustained, and
claim numbers 3697 and 7106 will be disallowed and expunged in
their entirety," stated Judge Carey.

A full-text copy of Judge Levy's February 22, 2016 order is
available at http://bankrupt.com/misc/TRIBUNE142660525.pdf


TRILOGY INTERNATIONAL: Moody's Assigns Caa1 Rating on $450MM Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Trilogy
International Partners LLC's $450 million 13.375% senior secured
notes due 2019.  Trilogy used the net proceeds for the redemption
of its existing 10.250% senior secured notes due August 2016.  The
refinancing strengthens the company's liquidity profile by
extending its debt maturities.  Liquidity is further strengthened
from the $35 million proceeds Trilogy received in March 2016 from
the sale of its subsidiary Trilogy Dominica S.A.  The outlook
remains stable.

Assignments:

Issuer: Trilogy International Partners LLC
  Senior Secured Regular Bond/Debenture, Assigned Caa1 (LGD4)

                        RATINGS RATIONALE

Trilogy's B3 Corporate Family Rating is based on the relatively
strong performance of its wireless operations in Bolivia and
improving results from New Zealand.  Moody's expects leverage to
trend down and cash flow to improve as the operations in New
Zealand reach scale and expand their service offerings.  The EBITDA
contribution from New Zealand should continue to grow as subscriber
counts increase, product offerings are expanded and lower operating
costs are achieved as its infrastructure is built out and it
benefits from lower roaming rates.  Bolivian operations are
expected to remain strong due to healthy overall economic growth,
increasing smartphone penetration and higher rates of data usage.
The company began deploying LTE in Bolivia in May 2015, and
continues expanding its LTE network in New Zealand.  The rating
also reflects the political, regulatory, economic, and competitive
risks that Trilogy faces from the fact that its Bolivian operations
provide the vast majority of its EBITDA and funds from operations.
However, concentration in Bolivia (rated Ba3, stable) is declining
as the company's New Zealand operations grow.

The rating outlook is stable given Moody's expectation for
continued revenue and EBITDA growth.

An improved liquidity profile and positive free cash flow combined
with leverage levels maintained below 4x (Moody's adjusted) could
result in a positive rating action.

A weakening of liquidity or a decline in EBITDA due to regulatory,
political or competitive reasons that would increase leverage above
5.75x (Moody's adjusted) on a sustained basis would likely lead to
a downgrade.

The principal methodology used in this rating was Global
Telecommunications Industry published in December 2010.


TRINITY RIVER: Hires Bracewell as Counsel
-----------------------------------------
Trinity River Resources, LP, seeks authority from the U.S.
Bankruptcy Court for the Western District of Texas to employ
Bracewell LLP as counsel to the Debtor.

Trinity River requires Bracewell to:

   a. advise the Debtor with respect to its powers and duties as
      debtor in possession in the continued management and
      operation of its business and properties;

   b. advise and consult on the conduct of the chapter 11 case,
      including all of the legal and administrative requirements
      of operating in chapter 11;

   c. attend and negotiate with representatives of creditors and
      other parties-in-interest;

   d. take all necessary actions to protect and preserve the
      Debtor's estate, including prosecuting actions on the
      Debtor's behalf, defending any action commenced against the
      Debtor, and representing the Debtor in negotiations
      concerning litigation in which the Debtor is involved,
      including objections to claims filed against the Debtor's
      estate;

   e. prepare pleadings in connection with the chapter 11 case,
      including motions, applications, answers, orders, reports,
      and papers necessary or otherwise beneficial to the
      administration of the Debtor's estate;

   f. represent the Debtor in connection with obtaining authority
      to continue using cash collateral;

   g. advise the Debtor in connection with any potential sale of
      assets;

   h. appear before the Court and any appellate courts to
      represent the interests of the Debtor's estate;

   i. advise the Debtor regarding tax matters;

   j. take any necessary action on behalf of the Debtor to
      negotiate, prepare, and obtain approval of a disclosure
      statement and confirmation of a chapter 11 plan and all
      documents related thereto; and

   k. perform all other necessary legal services for the Debtor
      in connection with the prosecution of this chapter 11 case,
      including (i) analyzing the Debtor's leases and contracts
      and the assumption and assignment thereof; (ii) analyzing
      the validity of liens against the Debtor; and (iii)
      advising the Debtor on corporate and litigation matters.

Bracewell will be paid at these hourly rates:

     William A. (Trey) Wood III               $840
     Chelsea Dal Corso                 $380
     Partners                          $480-$1,200
     Associates                        $335-$765
     Paraprofessionals                 $180-$325

During the 90 days before the Petition Date, Bracewell received
payments in the amount of $378,041.51 for services rendered to the
Debtor, including services in connection with potential
out-of-court restructuring transactions and commencement of the
chapter 11 case.

On April 12, 2016, the Debtor paid a $100,000.00 retainer to
Bracewell. Bracewell earned the retainer upon receipt and placed
the amount into its operating account.

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

William A. (Trey) Wood III, partner in the law firm os Bracewell
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.

Bracewell can be reached at:

     William A. (Trey) Wood III, Esq.
     Chelsea R. Dal Corso, Esq.
     BRACEWELL LLC
     711 Louisiana, Suite 2300
     Houston, TX 77002
     Tel: (713) 223-2300
     Fax: (713) 221-1212
     E-mail: Trey.Wood@bracewelllaw.com
             Chelsea.DalCorso@bracewelllaw.com

                      About Trinity River

Trinity River Resources LP sought protection under Chapter 11 of
the Bankruptcy Code in the U.S. Bankruptcy Court for the Western
District of Texas (Austin) (Case No. 16-10472) on April 21, 2016.

The Debtor is represented by Chelsea Rose Dal Corso, Esq., and
William A. (Trey) Wood III, Esq., at Bracewell LLP. The case is
assigned to Judge Tony M. Davis.

The Debtor estimated assets of $50 million to $100 million and
debts of $100 million to $500 million.


TRINITY TOWN: Chapter 11 Plan Provides for Sale by Aug. 30
----------------------------------------------------------
Trinity Town Center, LLLP, on May 16, 2016, submitted a Disclosure
Statement in support of its Plan of Reorganization filed on June
22, 2016.

The Debtor's Plan provides for the sale or auction of the property
with net proceeds to be distributed to creditors.  Holders of
allowed unsecured claims will be paid their pro rata share from any
surplus proceeds remaining from the sale, auction or re-financing
of the Project, after payment of secured Claims in order of
priority.  Equity holders will retain their interests and are
unimpaired under the Plan.

The Debtors' property will be sold under the Plan by Colliers
International Tampa Bay prior to Aug. 30, 2016 if possible, if not
it will be auctioned by Oct. 30, 2016.  The ultimate sale will
establish the value of the collateral for the purpose of
determining secured claims against the estate.  Adversary
Proceeding 8:16-ap-00288-KRM, and the confirmation process will
establish the relative priorities of the various secured creditors
against the collateral.  The proceeds of the sale will be paid to
the holders of the allowed secured claims as soon as is
reasonably practical.  The CRO will preserve and maintain the
property of the estate.

The Disclosure Statement describes:

   (a) The Debtor and significant events during the bankruptcy
case;

   (b) How the Plan proposes to treat claims or equity interests;

   (c) Who can vote on or object to the Plan;

   (d) What factors the Bankruptcy Court will consider when
deciding whether to confirm the Plan;

   (e) Why the Debtor believes the Plan is feasible, and how the
treatment of the claim or equity interest under the Plan compares
to what would be received on the claims or equity interest in
liquidation; and

   (f) The effect of confirmation of the Plan.

A full-text copy of the Disclosure Statement, dated May 16, 2016,
is available at https://is.gd/T9VdvP

Trinity Town Center is represented by:

          Richard J. McIntyre, Esq.
          MCINTYRE THANASIDES BRINGGOLD
          ELLIOT GRIMALDI & GUITO, P.A.
          500 E. Kennedy Blvd., Ste. 200
          Tampa, FL 33602
          Tel: (813) 223-0000
          Fax: (813) 899-6069
          E-mail: rich@mcintyrefirm.com

                     About Trinity Town Center

Trinity Town Center LLLP is a Florida limited liability limited
partnership, developing, owning and operating the Trinity Town
Center, a real estate project located in Trinity, Florida, that is
intended to be used as a life style center containing retail,
restaurant, financial services, and offices for professional and
medical.

On Jan. 20, 2015, Trinity Town Center LLLP filed a Chapter 11
petition (Bankr. M.D. Fla. Case No. 16-00405) in Tampa, Florida.
The petition was signed by Michael D. Luetgert, the CRO.  The
Debtor has scheduled $25,215,778 in total assets and $21,599,870
in
total liabilities.

The Debtor has tapped McIntyre Thanasides Bringgold Elliot as its
legal counsel.


TX FOUR HOLDINGS: Seeks to Hire Brouse McDowell as Legal Counsel
----------------------------------------------------------------
TX Four Holdings LLC and its two affiliates seek approval from the
U.S. Bankruptcy Court for the Northern District of Ohio to hire
Brouse McDowell, LPA as their bankruptcy counsel.

TX Four Holdings, Circle T Farm Inc. and Four Wells Limited tapped
the firm as substitute counsel after their lawyer Michelle
DiBartolo-Haglock of Thomas Trattner and Malone LLC left her firm,
according to court filings.

Brouse McDowell will provide these services to these Debtors:

     (a) provide advice about their powers and duties as
         debtors-in-possession;

     (b) advise the Debtors on all bankruptcy matters;

     (c) prepare legal papers;

     (d) represent the Debtors at all hearings;

     (e) prosecute and defend litigated matters;

     (f) prepare and file a disclosure statement, and negotiate
         and implement a plan of reorganization;

     (g) negotiate and seek approval of a sale of the Debtors'
         assets and other transactions;

     (h) represent the Debtors on matters related to the
         assumption or rejection of their executory contracts and
         leases; and

     (i) advise the Debtors about corporate, real estate,
         litigation, labor, finance, tax and other legal matters.

The Debtors anticipate that these attorneys and staff will assist
them during their bankruptcy:

     Professionals      Hourly Rates
     -------------      ------------
     Marc Merklin           $425
     Kate Bradley           $325
     Lucas Blower           $300
     Thomas Gattozzi        $320
     Bridget Franklin       $265
     Theresa Palcic         $165

Mark Merklin, Esq., a principal at Brouse McDowell, disclosed in a
court filing that the firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code, according to court
filings.

The firm can be reached through:

     Mark B. Merklin
     Kate M. Bradley     
     Brouse McDowell, LPA
     388 S. Main Street, Suite 500
     Akron, Ohio 44311
     Phone: (330) 535-5711
     Fax: (330) 253-8601
     mmerklin@brouse.com
     kbradley@brouse.com

                     About TX Four Holdings

TX Four Holdings, Circle T Farm Inc. and Four Wells Limited each
filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code in the Northern District of Ohio (Akron) (Case Nos.
16-50853, 16-50852 and 16-50851) on April 13, 2016.  

The petitions were signed by Louis Telerico, managing member.  The
cases are assigned to Judge Alan M. Koschik.

TX Four Holdings and Four Wells estimated both their assets and
liabilities in the range of $1 million to $10 million.  

Circle T Farm estimated assets of $100,000 to $500,000 and debts of
$1 million to $10 million.


ULTRA PETROLEUM: Taps Rothschild and Petrie as Investment Bankers
-----------------------------------------------------------------
Ultra Petroleum Corp., et al., seek authority from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Rothschild Inc. and Petrie Partners Securities, LLC as investment
bankers to the Debtors.

Ultra Petroleum requires Rothschild to:

   (a) identify potential Restructuring Transaction or another
       Transaction or any series or combination of Restructuring
       Transactions or Transactions ("Transactions");

   (b) review and analyze the Debtors' assets and the operating
       and financial strategies of the Debtors in connection with
       potential Transactions;

   (c) evaluate the Debtors' debt capacity in light of their
       projected cash flows and assist in the determination of an
       appropriate capital structure for the Debtors;

   (d) assist the Debtors and their other professionals in
       reviewing the terms of any proposed Transaction, in
       responding thereto and, if directed, in evaluating
       alternative proposals for a Transaction;

   (e) assist the Debtors in determining a range of values for
       the Debtors and any securities that the Debtors offer or
       propose to offer in connection with a Transaction;

   (f) advise the Debtors on the risks and benefits of
       considering a Transaction with respect to the Debtors'
       intermediate and long-term business prospects and
       strategic alternatives to maximize the business enterprise
       value of the Debtors;

   (g) review and analyze any proposals the Debtors solicit or
       receive from third parties in connection with a
       Transaction, including, without limitation, any proposals
       for debtor-in-possession financing, as appropriate;

   (h) assist or participate in negotiations with the parties in
       interest, including, without limitation, any current or
       prospective creditors of, holders of equity in, or
       claimants against the Debtors and/or their respective
       representatives in connection with a Transaction;

   (i) advise the Debtors with respect to, and attend, meetings
       of the Debtors' Board of Directors, creditor groups,
       official constituencies and other interested parties, as
       necessary;

   (j) participate in hearings before the Court and provide
       relevant testimony with respect to the matters described
       herein and issues arising in connection with any proposed
       Plan (as defined in the Engagement Letter); and

   (k) render, but only to the extent permitted by further orders
       of the Court, such other financial-advisory or investment-
       banking services as may be agreed upon by the Investment
       Bankers and the Debtors.

Ultra Petroleum requires Petrie to:

   (a) meet with management of the Debtors and the Debtors'
       consulting engineering firm, as appropriate, to gain a
       thorough understanding of the assets, business, and
       prospects of the Debtors;

   (b) review estimates of the Debtors' proved, probable,
       possible, and contingent reserves and resources prepared
       by the Debtors and the Debtors' consulting engineering
       firm and compare these estimates to the Debtors' business
       plan projections and historical results;

   (c) provide the Debtors with market updates on the oil and gas
       industry sector and performance, including with respect to
       mergers and acquisitions activity and capital markets;

   (d) assist the Debtors' management in formulating, reviewing
       and analyzing the Debtors' financial projections and in
       developing and updating a financial model, including
       modeling of forecast sensitivities such as one rig, two
       rig, three rig, or other potential drilling schedules and
       asset development plans;

   (e) review the impact to the Debtors' net present value of
       various potential drilling and development plan scenarios,
       commodity price forecasts, and midstream operating
       assumptions;

   (f) assist the Debtors in performing valuation and liquidation
       analyses with respect to the Debtors' businesses and
       assets;

   (g) assist the Debtors in compiling and prioritizing a list of
       potential counterparties for a potential Transaction and
       in facilitating contact with such potential
       counterparties;

   (h) assist the Debtors in formulating and executing a process
       to solicit proposals from potential counterparties for a
       Transaction;

   (i) assist management of the Debtors in coordinating due
       diligence by potential counterparties, including managing
       a data room and, together with the Debtors' legal counsel,
       obtaining appropriate confidentiality agreements;

   (j) assist the Debtors in preparing management presentations
       to potential purchasers and other interested parties;

   (k) participate in negotiations with potential counterparties
       in a Transaction;

   (l) participate in hearings before the Court and provide
       relevant testimony with respect to the matters described
       above;

   (m) assist the Debtors in preparing financial reports as may
       be required in connection with the Debtors' chapter 11
       cases; and

   (n) render, but only to the extent permitted by further orders
       of the Court, such other financial advisory and
       investment-banking services as may be agreed upon by the
       Investment Bankers and the Debtors.

Rothschild will be paid as follows:

   (a)  Retainer: A non-refundable retainer equal to $240,000.

   (b)  Monthly Fee: $120,000 per month.

   (c)  Completion Fee: $7,200,000 upon the earlier of (i) the
        confirmation and effectiveness of a Plan and (ii) the
        closing of a Restructuring Transaction.

   (d)  M&A Fee: Upon the closing of an M&A Transaction, 0.6
        percent of the Aggregate Consideration involved in any
        M&A Transaction.

   (e)  New Capital Fee: A fee equal to (but which in the
        aggregate shall not exceed $8,100,000):

        -- 0.6 percent of the face amount of any senior secured
           debt raised;

        -- 1.2 percent of the face amount of any junior secured
           or senior or subordinated unsecured debt raised; and

        -- 2.4 percent of any equity capital, capital
           convertible into equity or hybrid capital raised,
           including, without limitation, equity underlying any
           warrants, purchase rights, or similar contingent
           equity securities.

   For the avoidance of doubt, clauses (i) through (iii) above
   shall include, without limitation, any debtor-in-possession
   financing raised; provided, however, that if any such debtor-
   in-possession financing converts to an exit facility, no
   additional Rothschild New Capital Fee shall be payable except
   to the extent that the amount raised (as defined herein) of
   such exit facility exceeds the outstanding amount of such
   debtor-in-possession financing at the time of such conversion.
   The Rothschild New Capital Fee shall be payable upon the
   closing of the transaction by which the new capital is
   committed. For the avoidance of doubt, the term "raised" means
   the amount of new funds committed or otherwise made available
   to the Debtors whether or not such amount (or any portion
   thereof) is drawn down at closing or is ever drawn down and
   whether or not such amount (or any portion thereof) is used to
   refinance existing obligations of the Debtors. For the further
   avoidance of doubt, the Rothschild New Capital Fee relating to
   any warrants, purchase rights, or similar contingent equity
   securities shall be due and payable upon the closing of the
   transaction by which such instruments are issued and shall be
   calculated as if all such instruments are exercised in full
   (and the full cash exercise price is paid) on the date of such
   closing, whether or not all or any portion of such instruments
   are vested and whether or not such instruments are actually so
   exercised.

   Notwithstanding the foregoing, if a Restructuring Transaction
   or an M&A Transaction consists of any Acquirer acquiring
   "control" (as defined in Rule 12b-2 of the Securities Exchange
   Act of 1934) of the Debtors for cash (whether or not while
   acting as a "plan sponsor" of a Plan), no Rothschild New
   Capital Fee shall be payable with respect to such cash
   purchase price paid by such Acquirer; provided, however, if
   new debt capital is raised as part of such transaction or
   Plan, a Rothschild New Capital Fee shall remain payable with
   respect to such new debt capital; provided, further, that such
   new debt capital shall not be double counted in calculating
   the Rothschild New Capital Fee and the Aggregate Consideration
   with respect to any Rothschild M&A Fee; provided, further that
   if such transaction or Plan includes the issuance of purchase
   rights (e.g., a rights offering), warrants, or similar
   contingent equity securities, then a Rothschild New Capital
   Fee shall remain payable with respect to such purchase rights,
   warrants, or similar contingent equity securities.

   Notwithstanding anything herein to the contrary and for the
   avoidance of doubt, no Rothschild New Capital Fee shall be
   payable on account of a transaction that does not result in
   new capital having been raised (as defined above), including
   on account of "take-back" debt or equity.

   (f)  In the event the Debtors enter into a transaction that
        constitutes both a Restructuring Transaction and an M&A
        Transaction, Rothschild shall be entitled to elect to
        receive the higher of the Rothschild Completion Fee and
        the Rothschild M&A Fee.

   (g)  Credit: Rothschild shall credit against its Completion
        Fee: (a) 50 percent of Rothschild's Monthly Fees paid in
        excess of $480,000 (such credit, the "Rothschild Monthly
        Fee Credit"); (b) 50 percent of any M&A Fees paid to
        Rothschild (such credit, the "Rothschild M&A Fee
        Credit"); and (c) to the extent not otherwise applied
        against the fees and expenses of Rothschild under the
        terms of the Engagement Letter, Rothschild's Retainer;
        provided that the sum of any Rothschild M&A Fee Credit
        and the Rothschild Monthly Fee Credit shall not exceed
        Rothschild's Completion Fee.

   (h)  Cap: The aggregate amount of fees due and owing to
        Rothschild from the Debtors pursuant to clauses (c), (d),
        and (e) above shall not exceed, after accounting for any
        applicable credits, $15,300,000.

Petrie will be paid as follows:

   (a)  Retainer: A non-refundable retainer equal to $160,000.

   (b)  Monthly Fee: $80,000 per month.

   (c)  Completion Fee: $4,800,000 upon the earlier of (i) the
        confirmation and effectiveness of a Plan and (ii) the
        closing of a Restructuring Transaction.

   (d)  M&A Fee: Upon the closing of an M&A Transaction, 0.4
        percent of the Aggregate Consideration involved in any
        M&A Transaction.

   (e)  New Capital Fee: A fee equal to (but which in the
        aggregate shall not exceed $5,400,000):

        -- 0.4 percent of the face amount of any senior secured
           debt raised;

        -- 0.8 percent of the face amount of any junior secured
           or senior or subordinated unsecured debt raised; and

        -- 1.6 percent of any equity capital, capital
           convertible into equity or hybrid capital raised,
           including, without limitation, equity underlying any
           warrants, purchase rights, or similar contingent
           equity securities.

   For the avoidance of doubt, clauses (i) through (iii) above
   shall include, without limitation, any debtor-in-possession
   financing raised; provided, however, that if any such debtor-
   in-possession financing converts to an exit facility, no
   additional Petrie New Capital Fee shall be payable except to
   the extent that the amount raised (as defined herein) of such
   exit facility exceeds the outstanding amount of such debtor-
   in-possession financing at the time of such conversion. The
   Petrie New Capital Fee shall be payable upon the closing of
   the transaction by which the new capital is committed. For the
   avoidance of doubt, the term "raised" means the amount of new
   funds committed or otherwise made available to the Debtors
   whether or not such amount (or any portion thereof) is drawn
   down at closing or is ever drawn down and whether or not such
   amount (or any portion thereof) is used to refinance existing
   obligations of the Debtors. For the further avoidance of
   doubt, the Petrie New Capital Fee relating to any warrants,
   purchase rights, or similar contingent equity securities shall
   be due and payable upon the closing of the transaction by
   which such instruments are issued and shall be calculated as
   if all such instruments are exercised in full (and the full
   cash exercise price is paid)on the date of such closing,
   whether or not all or any portion of such instruments are
   vested and whether or not such instruments are actually so
   exercised.

   Notwithstanding the foregoing, if a Restructuring Transaction
   or an M&A Transaction consists of any Acquirer acquiring
   "control" (as defined in Rule 12b-2 of the Securities Exchange
   Act of 1934) of the Debtors for cash (whether or not while
   acting as a "plan sponsor" of a Plan), no Petrie New Capital
   Fee shall be payable with respect to such cash purchase price
   paid by such Acquirer; provided, however, if new debt capital
   is raised as part of such transaction or Plan, a Petrie New
   Capital Fee shall remain payable with respect to such new debt
   capital; provided, further, that such new debt capital shall
   not be double counted in calculating the Petrie New Capital
   Fee and the Aggregate Consideration with respect to any Petrie
   M&A Fee; provided, further, that if such transaction or Plan
   includes the issuance of purchase rights (e.g., a rights
   offering), warrants, or similar contingent equity securities,
   then a Petrie New Capital Fee shall remain payable with
   respect to such purchase rights, warrants, or similar
   contingent equity securities. Notwithstanding anything herein
   to the contrary and for the avoidance of doubt, no Petrie New
   Capital Fee shall be payable on account of a transaction that
   does not result in new capital having been raised (as defined
   above), including on account of "take-back" debt or equity.

   (f)  In the event the Debtors enter into a transaction that
        constitutes both a Restructuring Transaction and an M&A
        Transaction, Petrie shall be entitled to elect to receive
        the higher of the Petrie Completion Fee and the Petrie
        M&A Fee.

   (g)  Credit: Petrie shall credit against its Completion Fee:
        (a) 50 percent of Petrie's Monthly Fees paid in excess of
        $320,000 (such credit, the "Petrie Monthly Fee Credit");
        (b) 50 percent of any M&A Fees paid to Petrie (such
        credit, the "Petrie M&A Fee Credit"); and (c) to the
        extent not otherwise applied against the fees and
        expenses of Petrie under the terms of the Engagement
        Letter, Petrie's Retainer; provided that the sum of any
        Petrie M&A Fee Credit and the Petrie Monthly Fee Credit
        shall not exceed Petrie's Completion Fee.

   (h)  Cap: The aggregate amount of fees due and owing to Petrie
        from the Debtors pursuant to clauses (c), (d), and (e)
        above shall not exceed, after accounting for any
        applicable credits, $10,200,000.

Todd Snyder, executive vice chairman and co-chair of the North
American Debt Advisory and Restructuring Group of the investment
banking firm Rothschild Inc., and Mark L. Carmain, managing
director of the investment banking firm Petrie Partners 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.

Rothschild and Petrie can be reached at:

     Todd Snyder
     Rothschild Inc.
     1251 Avenue of the Americas
     New York, NY 10020
     Tel: (212) 403-3500
     Fax: (212) 403-3501

        - and -

     Mark L. Carmain
     Petrie Partners Securities, LLC
     1700 Lincoln Street,
     Denver,CO 80203
     Tel: (303) 953-6768

                      About Ultra Petroleum

Ultra Petroleum Corp. is an independent oil and gas company engaged
in the development, production, operation, exploration and
acquisition of oil and natural gas properties.

Ultra Petroleum Corp. and its affiliates filed separate Chapter 11
petitions (Bankr. S.D. Tex. Case Nos. 16-32202 to 16-32209) on
April 29, 2016.  The Hon. Marvin Isgur presides over the cases.

James H.M. Sprayregen, P.C., David R. Seligman, P.C., Michael B.
Slade, Esq., Christopher T. Greco, Esq., and Gregory F. Pesce,
Esq., at KIRKLAND & ELLIS LLP; and Patricia B. Tomasco, Esq.,
Matthew D. Cavenaugh, Esq., and Jennifer F. Wertz, Esq., at JACKSON
WALKER, L.L.P., serve as counsel to the Debtors. Rothschild Inc.
serves as the Debtors' investment banker; Petrie Partners serves as
their investment banker; and Epiq Bankruptcy Solutions, LLC, serves
as claims and noticing agent.

Ultra Petroleum Corp. listed total assets of $1.28 billion and
total liabilities of $3.91 billion as of March 31, 2016.

The petitions were signed by Garland R. Shaw, chief financial
officer.

The Company's common stock commenced trading on the OTC Pink
Marketplace under the symbol "UPLMQ" on May 3, 2016.

The Office of the U.S. Trustee has appointed seven creditors of
Ultra Petroleum Corp. to serve on the official committee of
unsecured creditors.


UNIVERSAL SOFTWARE: Hires Riley & Dever as Chapter 11 Counsel
-------------------------------------------------------------
Universal Software Corporation, seeks authority from the U.S.
Bankruptcy Court for the District of Massachusetts to employ George
J. Nader, of Riley & Dever, P.C. as Counsel to the Debtor.

Universal Software requires Nader to:

   (a) assist the Debtor in preparing schedules, statement of
       financial affairs and related documents with the court;

   (b) employ professionals to assist in the reorganization of
       the Debtors;

   (c) effectuate a reorganization of the Debtor's estates by
       filing the appropriate plans of reorganizations and
       disclosure statements, including any amendments thereto,
       and defending against any motions to dismiss and/or for
       relief from the stay;

   (d) assist the Debtor in complying with Chapter 11 reporting
       and operations requirements, including filing necessary
       reports.

   (e) negotiate with creditors for adequate protection and the
       use of cash collateral, assumption or rejection of leases
       and/or executory contracts, objection to claims and
       related issues.

Nader will be paid $400 an hour.  Nader will also be reimbursed for
reasonable out-of-pocket expenses incurred.

George J. Nader, of Riley & Dever, P.C., 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.

Nader can be reached at:

     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

                       About Universal Software

Universal Software Corporation filed for Chapter 11 protection
(Bankr. D. Mass. Case No. 16-40872) on May 18, 2016. The petition
was signed by Kishore Deshpande, president. The Hon. Christopher J.
Panos presides over the case.

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


US ENERGY MANAGEMENT: Seeks to Hire Spigner as Legal Counsel
------------------------------------------------------------
US Energy Management, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to hire Spigner &
Associates, P.C. as its legal counsel.

The Debtor tapped the firm to:

     (a) give the Debtor legal advice about its powers and duties
         in the continued operation of its business and management

         of its property;

     (b) investigate and recover fraudulent or preferential
         transfers of the Debtor's property before its bankruptcy
         filing;

     (c) institute appropriate proceedings for sale of property
         and assist in obtaining post-petition financing;

     (d) defend the Debtor in contested matters or adversary
         proceedings;

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

     (f) provide general advice to the Debtor concerning its
         conduct and responsibilities under Chapter 11 and to
         perform all other necessary legal services.

Reedy Macque Spigner, the attorney primarily responsible for
representing the Debtor, will be paid $450 per hour for his
services.  

Mr. Spigner will be assisted by associate attorney Denise Turnbull
and paralegals who will be paid $200 and $90 per hour,
respectively.

In a court filing, Mr. Spigner disclosed that the firm is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code.

The firm can be reached through:

     Reedy Macque Spigner
     Spigner & Associates, P.C.
     555 Republic, #430
     Plano, TX 75074
     Phone: 972-881-0581
     Email: spigner@glocktech.net

                       About US Energy Management

US Energy Management, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Tex. Case No. 16-31941) on May 12,
2016, listing $100,001 to $1,000,000 in both assets and
liabilities.


VERSO CORPORATION: Wants to Enter into Engagement Letters
---------------------------------------------------------
Verso Corporation and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware to authorize them to
enter into and perform under engagement letters and fee letters
relating to exit financing.

The Debtors seek authorization to enter into and perform under the
following:

     (i) the Engagement Letter between Verso Paper Holdings LLC
and Wells Fargo Bank, National Association relating to the Exit ABL
Facility ("WF Engagement Letter");

     (ii) the Engagement Letter between Verso Corporation, Verso
Paper Finance Holdings LLC, and Verso Paper, on the one hand, and
Barclays Bank PLC, on the other, relating to the Exit Term Loan
Facility ("Barclays Engagement Letter"); and

    (iii) certain fee letters with Wells Fargo and Barclays

"With the Court having approved the Disclosure Statement, the
Debtors are now poised to confirm the Plan, which enjoys broad
creditor support, and emerge from bankruptcy within the next few
months. Solidifying exit financing commitments is critical to the
Debtors' ability to consummate that Plan, and the Debtors' entry
into and performance under the Engagement Letters and Fee Letters
represents an important gating item in that process. The Plan
provides for the Debtors to enter into two exit financing
facilities: the Exit ABL Facility and the Exit Term Facility,
pursuant to which the Debtors expect to have access to between $575
and $650 million in financing, which is necessary to refinance the
Debtors' existing DIP Facilities, fund distributions under the Plan
and provide post-emergence liquidity to the reorganized Debtors.
Entry into these exit financing facilities is a condition precedent
to consummation of the Plan, and the applicable credit agreements
must be approved in connection with confirmation," the Debtors
aver.

The WF Engagement Letter and related Fee Letter contains, among
others, the following key terms:

     (1) Roles; Syndication: The Debtors will engage Wells Fargo to
act as lead arranger and bookrunner for the structuring, arranging
and syndication of the Exit ABL Facility on the terms set forth in
the WF Engagement Letter.  Wells Fargo will use commercially
reasonable efforts to assemble a syndicate of financial
institutions as lenders under the Exit ABL Facility to provide the
necessary asset-based revolving financing commitments of up to
$375,000,000.  Wells Fargo will serve as sole and exclusive
administrative agent and collateral agent under the Exit ABL
Facility except as otherwise agreed by Wells Fargo.

     (2) Expenses: Regardless of whether the closing date of the
Exit ABL Facility occurs, the Debtors will pay or reimburse all
reasonable and documented out-of- pocket fees, costs and expenses
incurred by Wells Fargo or its affiliates in connection with their
due diligence, approval, documentation, syndication and closing of
the Exit ABL Facility, including but not limited to reasonable and
documented attorneys' fees and legal expenses of one primary
counsel and one local counsel for Wells Fargo.  The Debtors will
provide to Wells Fargo a deposit of $250,000 to be applied to such
reimbursable fees, costs and expenses.

The Barclays Engagement Letter and related Fee Letter contains,
among others, the following key terms:

     (1) Engagement; Roles; Syndication: The Debtors will engage
Barclays to act as lead arranger and bookrunner for the
structuring, arranging and syndication of the Exit Term Loan
Facility on the terms set forth in the Barclays Engagement Letter.
Barclays agrees to use commercially reasonable efforts to arrange a
syndicate of lenders to provide the Exit Term Loan Facility in the
anticipated principal amount of $200,000,000. Barclays will act as
lead arranger and bookrunner for the Exit Term Loan Facility, and
will be offered the right to act as sole administrative agent and
collateral agent for the Exit Term Loan Facility.

     (2) Conditions: Barclays' agreements under the Barclays
Engagement Letter are subject to the satisfaction of certain
conditions, including: (a) the absence of developments having a
material adverse effect since December 31, 2015; (b) the Debtors'
material performance under the Barclays Engagement Letter and
payment of fees and expenses; (c) entry of an order, by no later
than June 3, 2016 (or any earlier applicable date pursuant to the
Barclays Engagement Letter), which order will be in form and
substance reasonably satisfactory to Barclays, authorizing the
Debtors to accept and incur obligations under the Barclays
Engagement Letter; (d) no dismissal or conversion of the Debtors'
chapter 11 cases; (e) the Debtors not filing or supporting any plan
of reorganization or liquidation other than the Plan; (f)
negotiation, execution and delivery of definitive documentation
with respect to the Exit Term Loan Facility; (g) effectiveness of
the Exit ABL Facility at closing of the Exit Term Loan Facility;
(h) receipt of the credit ratings described above; and (i) other
closing conditions agreed to in the definitive documentation for
the Exit Term Loan Facility.

Verso Corporation and its affiliated debtors are represented by:

          Mark D. Collins, Esq.
          Michael J. Merchant, Esq.
          Amanda R. Steele, 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: collins@rlf.com
                  merchant@rlf.com
                  steele@rlf.com

                 - and -

          George A. Davis, Esq.
          Peter Friedman, Esq.
          Andrew M. Parlen, Esq.
          Andrew D. Sorkin, Esq.
          O'MELVENY & MYERS LLP
          Times Square Tower
          Seven Times Square
          New York, NY 10036
          Telephone: (212)326-2000
          Facsimile: (212)326-2061
          E-mail: gdavis@omm.com
                  pfriedman@omm.com
                  aparlen@omm.com
                  asorkin@omm.com

                      About Verso Corporation

Verso Corporation claims to be the leading North American producer
of coated papers, which are used primarily in magazines, catalogs,
high-end advertising brochures and annual reports, among other
media and marketing publications.  It employs approximately 5,200
personnel.

Verso Corporation and 26 of its affiliates, including
NewPage Corporation, filed Chapter 11 bankruptcy petitions
(Bankr. D. Del. Case Nos. 16-10163 to 16-10189, respectively) on
Jan. 26, 2016. The petitions were signed by David Paterson, the
president and CEO.

The Debtors disclosed total assets of $2.9 billion and total debts
of $3.87 million.

The Debtors have engaged O'Melveny & Myers LLP as general counsel,
Paul, Weiss, Rifkind, Wharton & Garrison LLP as corporate counsel,
Richards, Layton & Finger, P.A. as Delaware counsel, PJT Partners
L.P. as investment banker, Alvarez & Marsal North America, LLC as
financial advisor and Prime Clerk LLC as claims and noticing
agent.

The U.S. Trustee for Region 3 has appointed seven creditors of
Verso Corp. and its affiliates to serve on the official committee
of unsecured creditors.


WARNER MUSIC: Noreena Hertz Quits as Director
---------------------------------------------
Noreena Hertz resigned from her position as a member of the Board
of Directors of Warner Music Group Corp. on May 22, 2016, having
taken a new position at ITV, according to a regulatory filing with
the Securities and Exchange Commission.

                    About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.

On July 20, 2011, the Company notified the New York Stock
Exchange, Inc., of its intent to remove the Company's common stock
from listing on the NYSE and requested that the NYSE file with the
SEC an application on Form 25 to report the delisting of the
Company's common stock from the NYSE.  On July 21, 2011, in
accordance with the Company's request, the NYSE filed the Form 25
with the SEC in order to provide notification of that delisting
and to effect the deregistration of the Company's common stock
under Section 12(b) of the Securities Exchange Act of 1934, as
amended.  On August 2, 2011, the Company filed a Form 15 with the
SEC in order to provide notification of a suspension of its duty
to file reports under Section 15(d) of the Exchange Act.  The
Company continues to file reports with the SEC pursuant to the
Exchange Act in accordance with certain covenants contained in the
instruments governing the Company's outstanding indebtedness.

Warner Music reported a net loss attributable to the Company of $91
million on $2.96 billion of revenues for the fiscal year ended
Sept. 30, 2015, compared to a net loss attributable to the Company
of $308 million on $3.02 billion of revenues for the fiscal year
ended Sept. 30, 2014.

As of March 31, 2016, Warner Music had $5.48 billion in total
assets, $5.25 billion in total liabilities and $234 million in
total equity.

                           *    *     *

As reported by the TCR on Oct. 23, 2015, Standard & Poor's Ratings
Services lowered its corporate credit rating on New York City-based
Warner Music Group Corp. (WMG) to 'B' from 'B+'.  "The downgrades
reflect our expectations that WMG's adjusted
leverage will remain elevated for the next two years -- above our
5x threshold for the 'B+' corporate credit rating," said Standard &
Poor's credit analyst Naveen Sarma.


WASHINGTON FIRST: Case Summary & 7 Unsecured Creditors
------------------------------------------------------
Debtor: Washington First Financial Group, Inc.
        4957 Lakemont Blvd SE, C4-248
        Bellevue, WA 98006

Case No.: 16-12848

Type of Business: Operates as a bank holding company

Chapter 11 Petition Date: May 26, 2016

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Debtor's Counsel: Jeffrey L Smoot, Esq.
                  OLES MORRISON RINKER & BAKER LLP
                  701 Pike Street, Suite 1700
                  Seattle, WA 98101
                  Tel: 2064677450
                  Fax: 2066826234
                  E-mail: smoot@oles.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Elizabeth Huang, president.

List of Debtor's Seven Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Chi-Wen Chuang                     Promissory Note       $379,836
#1 Lane 78 Shi-Dong Rd
Shih-Lin District
Taipei, Taiwan

Dun Jung Liu                       Promissory Note       $178,048

FDIC                                Reimbursement     $34,262,045
c/o Sonia L. Levine
Counsel-Legal Division
3501 Fairfax Drive
Arlington, VA 22226

Mei Hwa Ting                     Note & Assignment        $51,234
                                     Agreement

Michael Ching Kit                Note & Assignment        $72,230
Margaret Kit Man                     Agreement
Kwan

Ronnie K.B. Liem                 Promissory Note         $221,447

Ronnie K.B. Liem                 Promissory Note          $58,432


WEST CORP: Moody's Rates New Term Loans Ba3
-------------------------------------------
Moody's Investors Service assigned a Ba3 (LGD3) rating to West
Corporation's approximately $1.2 billion of new senior secured term
loan facilities and the $300 million revolving credit facility.
West's B1 Corporate Family Rating (CFR), the Ba3 and B3 ratings for
its existing senior secured and senior unsecured debt,
respectively, and its SGL-1 speculative grade liquidity rating
remain unchanged. The ratings outlook is stable. The company will
use net proceeds from the new term loans to refinance existing
senior secured term loans. Moody's will withdraw ratings on the
existing term loans and revolving credit facility to the extent
that existing loans are fully repaid and cancelled as part of the
refinancing transactions.

RATINGS RATIONALE

The proposed transactions will extend the debt maturities of term
loans and are leverage-neutral. West's B1 Corporate Family Rating
(CFR) reflects its high financial leverage of 5.1x (Moody's
adjusted), Moody's expectation for modest revenue growth of about
1% to 2% over the next 12 to 18 months on an organic, constant
currency basis and stable EBITDA margins. Organic revenue growth in
2016 will be constrained by the loss of a large telecom services
customer that was announced in August 2015. Moody's expects West's
leverage to remain in the range of 4.9x to 5.0x over the next 12 to
18 months. The rating additionally reflects West's highly
competitive operating environment and technology risks, and the
company's acquisitive growth strategy to diversify its revenues.
The rating is supported by West's good operating scale and leading
market positions in the conferencing and collaboration and
emergency communication service markets. Moody's expects West to
generate free cash flow of about 5% of total debt in the next 12 to
18 months.

The stable ratings outlook reflects Moody's expectation that West
will generate good free cash flow relative to total debt and
leverage will remain stable over the next 12 to 18 months.

The SGL-1 speculative grade liquidity rating reflects West's very
good liquidity comprising free cash flow, cash balances and total
availability of at least $400 million under its revolving credit
and account receivables securitization facilities.

Moody's does not anticipate a ratings upgrade given West's limited
organic growth prospects and expected leverage levels in the
intermediate term. However, West's ratings could be upgraded over
time if debt reduction or strong profitability results in total
debt to EBITDA below 4.5x and free cash flow to debt (after
dividends) increases to the high single digit percentages on a
sustainable basis. West's ratings could be downgraded if weak
operating performance, debt-funded acquisitions or
shareholder-friendly financial policies result in deterioration of
liquidity, or total debt / EBITDA increases above 5.5x or free cash
flow to debt declines to the low single percentages.

Moody's has taken the following ratings actions:

Issuer: West Corporation

-- New senior secured term loan A and B credit facilities
    Assigned Ba3 (LGD3)

New senior secured revolving credit facility -- Assigned Ba3
(LGD3)

West Corporation is a leading provider of technology-enabled
communications services with approximately $2.3 billion in revenues
from continuing operations. Thomas H. Lee Funds, Quadrangle Group
Funds, Gary L. West, Mary E. West, and members of management hold
about 45% of the common stock.


WEST CORP: Proposes to Refinance Existing Debt
----------------------------------------------
West Corporation announced it is proposing, subject to market and
other conditions, to refinance and extend the maturity date for a
portion of the loans under its existing Amended and Restated Credit
Agreement.

West expects to refinance or extend its existing indebtedness
through some or all of the following:

   * Extension of its existing $300 million revolving credit
     facility, currently set to mature July 2019;

   * Extensions and/or incremental increases of existing term A-1
     loans, currently set to mature July 2019, and existing term
     B-10 loans, currently set to mature June 2018, into new term
     A-2 loans, and new term B-12 loans, respectively, totaling
     approximately $1.2 billion or more depending on market
     conditions; and

   * Other first-lien senior secured debt.

Expected future maturities on the above-mentioned refinancing are
between 2021 and 2023.

The proceeds of the combined refinancing will be used primarily for
repayment or extension of term B-10 loans, currently set to mature
June 2018.

Wells Fargo Bank, N.A. is administrative agent under West's credit
facility.

West cannot provide any assurances about the timing, terms or
interest rate associated with the planned refinancing, or that the
refinancing transactions can be completed at all.

                     About West Corporation

Omaha, Neb.-based West Corporation is a global provider of
communication and network infrastructure solutions.  West helps
manage or support essential enterprise communications with services
that include conferencing and collaboration, public safety
services, IP communications, interactive services such as automated
notifications, large-scale agent services and telecom services.

West Corporation reported net income of $242 million on $2.28
billion of revenue for the year ended Dec. 31, 2015, compared to
net income of $158 million on $2.21 billion of revenue for the year
ended Dec. 31, 2014.

As of March 31, 2016, West Corp had $3.52 billion in total assets,
$4.05 billion in total liabilities and a total stockholders'
deficit of $536 million.

                          *     *     *

As reported by the TCR on June 21, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on West Corp. to 'BB-'
from 'B+'.  The upgrade reflects Standard & Poor's view that lower
debt leverage and a less aggressive financial policy will
strengthen the company's financial profile.

In the April 4, 2013, edition of the TCR, Moody's Investor Service
upgraded West Corporation's Corporate Family Rating to 'B1' from
'B2'.  "The CFR upgrade to B1 reflects West's shift to a more
conservative capital structure and financial policies as a publicly
owned company," stated Moody's analyst Suzanne Wingo.


WILLIAMS COS: S&P Puts 'BB' CCR on CreditWatch Negative
-------------------------------------------------------
S&P Global Ratings placed its 'BB' corporate credit rating and
other ratings on U.S. midstream energy company The Williams Cos.
Inc. on CreditWatch with negative implications.  The '4' recovery
rating on the senior unsecured debt is unchanged and indicates
expectations of average (30%-50%; higher end of the range) recovery
if a default occurs.  The '6' recovery rating on the junior
subordinated notes is also unchanged and indicates negligible
recovery (0%-10%) if a default occurs.

"The rating action reflects our expectation that ETE's stand-alone
financial leverage pro forma for its merger with The Williams Cos.
Inc. will be considerably weaker than our previous expectations,"
said S&P Global Ratings credit analyst Michael Grande.  S&P revised
its assessment of the merged company's pro forma stand-alone debt
leverage to negative from neutral based on its expectation that
debt to EBITDA (defined as distributions from its subsidiaries
minus general and administrative expenses) will be almost 7x
annualized (8x on a trailing 12-month basis) in 2016 from S&P's
previous expectations of between 3.5x to 4x in 2016. The merger
transaction faces both industry and legal headwinds, with weaker
commodity prices and lower expected commercial synergies that have
decreased from about $2 billion to
$126 million as key drivers of the revised credit measures.  S&P's
projections still assume ETE funds up to $6 billion of the
transaction's cash consideration almost entirely with debt plus
some excess cash flow.  S&P's forecast also assumes that
distributions to the combined company are lower, mainly due to
incentive distribution right (IDR) subsidies that benefit the
underlying MLPs' distribution coverage ratios and credit profiles.
That said, S&P expects ETE uses a significant portion excess cash
flow after distributions to repay debt in 2017 and 2018, leading to
debt to EBITDA of about 5.9x and 3.8x, respectively.

S&P expects to resolve the CreditWatch listing upon close of the
merger with ETE, at which time S&P expects to lower its rating on
Williams by two notches to 'B+', in line with ETE's rating.


WINGS OF MEDINA: Wants Plan Filing Deadline Moved to Aug. 12
------------------------------------------------------------
Wings of Medina Liquidation, Inc., et al., ask the Hon. Alan M.
Koschik of the U.S. Bankruptcy Court for the Northern District of
Ohio to extend by 60 days (i) the exclusivity period through and
including Aug. 12, 2016, from June 13, 2016; and (ii) the
solicitation period through and including Oct. 11, 2016, from Aug.
12, 2016.

On March 25, 2016, the Court entered an order (a) authorizing the
sale of substantially all of the Debtors' assets to TravelCenters
of America, LLC, free and clear of all liens, claims, encumbrances
and interests; (b) authorizing the assumption and assignment of
certain executory contracts and unexpired leases.

On April 20, 2016, the Debtors and TravelCenters closed the sale in
accordance with the provisions of the Sale Order.  The Debtors are
in the process of winding down their affairs and administering
their remaining assets through the Chapter 11 cases.

While the sale was approved on March 25, 2016, it did not close
until April 20, 2016.  Since the Closing Date, the Debtors have
been working on various case matters relating to purchase price
calculations, cure cost issues, objections to claims, rejection of
leases and identifying miscellaneous assets for sale.  All of these
issues will have some bearing on a plan of liquidation.  The
Debtors believe that a post-sale Chapter 11 plan is the most
efficient method to distribute assets and provide for an orderly
distribution on account of the obligations the Debtors owe to their
creditors and other constituents.

The Debtors fully anticipate that they will work with the Official
Committee of Unsecured Creditors on formulating the mechanics of a
Chapter 11 liquidating plan with the goal of proposing a joint
plan.  However, in light of the delays associated with closing the
sale to TravelCenters and the related issues generated by the same
-- commencing litigation with former franchisees, objecting to
claims and addressing miscellaneous assets (to name a few) -- the
Debtors are still working on finalizing the data necessary for
formulation of a liquidating plan.

The Debtors needed the sale process to conclude before they could
gather sufficient information necessary to prepare a disclosure
statement and propose a plan that can garner the support of all
constituents.  Moreover, the governmental claims bar date just
occurred on May 20, 2016.  Therefore, the Debtors are working to
understand the magnitude of the claims pool as part of finalizing
the structure of a plan.  The Debtors are also in the process of
working to resolve post-sale cure issues and other contested
matters with certain of their former franchisees.  The resolution
of these issues will have a material impact on distributions to
creditors and the ultimate mechanics of a liquidating plan.

During the extended Exclusivity Period, the Debtors will proceed in
good faith in working with the Committee to formulate and propose a
joint plan.  The Debtors have been fully cooperative with parties
in interest and are keeping major constituencies in the cases
apprised of the Debtors' restructuring efforts.  However, due to
the size and complexity of the cases, and the
various unresolved contingencies, the Debtors need additional time
to finalize the sale process and negotiate and formulate the
structure of a plan.

The Debtors' Chapter 11 cases are large and complex enough to
justify a further extension.  The Debtors consist of 27 separate
legal entities and hundreds of creditors.

The Debtors are paying postpetition obligations as they become due
(within ordinary business practices).

Wings of Medina Liquidation, Inc., et al., each filed for Chapter
11 bankruptcy protection (Bankr. N.D. Ohio Case No. Case No.
15-52722) on Nov. 16, 2015.  

The Debtor is represented by:

      Scott N. Opincar, Esq.
      Michael J. Kaczka, Esq.
      McDONALD HOPKINS LLC
      600 Superior Avenue, East, Suite 2100
      Cleveland, OH 44114-2653
      Tel: (216) 348-5400
      Fax: (216) 348-5474
      E-mail: sopincar@mcdonaldhopkins.com
              mkaczka@mcdonaldhopkins.com


YUM! BRANDS: Moody's Assigns Ba1 Rating on Proposed Revolver Loan
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Yum! Brands,
Inc.'s subsidiaries' proposed senior secured revolver and proposed
senior secured term loans and a B1 rating to its proposed senior
unsecured notes.  The proposed bank facilities and proposed senior
unsecured notes will be issued by direct subsidiaries of Yum.  In
addition, Moody's affirmed Yum's Ba3 Corporate Family Rating,
Ba3-PD Probability of Default Rating, and the SGL-1 Speculative
Grade Liquidity Rating.  Moody's also downgraded the unsecured
legacy notes of Yum to B2 from B1.  The outlook is negative.

Proceeds from the proposed senior secured credit facility and
proposed senior unsecured notes will be used to repay existing bank
debt and partially fund Yum's target of returning
$6.2 billion of capital to shareholders through a combination of
share repurchases and/or dividends.  The proposed transaction
follows Yum's announcement that it entered into a $2.3 billion
securitization of senior notes securitized by the domestic
royalties of its Taco Bell business.

"Moody's views the proposed recapitalization of Yum's capital
structure as very aggressive and the culmination of the company's
commitment of returning substantial capital to shareholders and
transitioning to a highly leveraged company with a stated
unadjusted leverage target of approximately 5 times," stated Bill
Fahy, Moody's Senior Credit Officer.  "While the proposed
recapitalization provides clarity around the company's capital
structure, Yum's willingness to strengthen credit metrics as it
executes its shareholder and refranchising initiatives and the
separation of its China business is uncertain given management's
various policies to date," stated Fahy.

Downgrades:

Issuer: Yum! Brands Inc.

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to
      B2(LGD5) from B1(LGD4)
   -- Senior Unsecured Shelf, Downgraded to (P)B2 from (P)B1

Assignments:

Issuer: KFC Holding Co.
   -- Senior Secured Bank Credit Facility (Local Currency),
      Assigned Ba1 (LGD2)
   -- Senior Unsecured Regular Bond/Debenture (Local Currency),
      Assigned B1(LGD4)

Outlook Actions:

Issuer: KFC Holding Co.

   -- Outlook, Assigned No Outlook

Issuer: Yum! Brands Inc.
   -- Outlook, Remains Negative

Affirmations:

Issuer: Yum! Brands Inc.
   -- Probability of Default Rating, Affirmed Ba3-PD
   -- Speculative Grade Liquidity Rating, Affirmed SGL-1
   -- Corporate Family Rating, Affirmed Ba3

                         RATINGS RATIONALE

The Ba3 Corporate Family Rating reflects Yum's significant scale,
geographic reach, brand diversity and franchise based business
model which helps to add stability to revenues and earnings as
compared to some other restaurant operators and reduces overall
capital requirements.  The ratings also factor in the reduced
earnings volatility that should result from separating Yum's China
operations to a franchise licensing fee as well as the company's
very good liquidity.  The ratings also incorporate Yum's aggressive
financial policy that will result in a material deterioration in
credit metrics as it increases debt and completes its target of
returning about $6.2 billion to shareholders by the end of 2016.

The Ba1 rating on the proposed bank facilities reflect the support
from the material amount of liabilities that are junior to these
facilities, including the proposed unsecured notes and existing
legacy notes.  Moody's also ranks the proposed bank facilities pari
passu with Yum's Taco Bell securitization debt in a distressed
scenario for loss given default purposes.  The B1 rating on the
proposed senior unsecured notes reflect the notes junior position
to the significant amount of secured bank and securitization debt
but also factors in the benefit of its structurally senior position
to Yum's $2.2 billion of legacy notes.  The B2 rating on Yum's
unsecured legacy notes reflects their junior position to the
significant amount of secured and structurally senior unsecured
debt.  In the event the proposed refinancing did not happen the
rating on the existing revolving credit facility at Yum could be
negatively impacted.

In addition, all ratings factor in the expected spin-off of Yum's
China operations to shareholders and to a franchised business model
by the end of 2016.

The negative outlook reflects Moody's concerns regarding Yum's
credit metrics longer term once the separation of Yum China is
complete and additional refranchising initiatives are realized
under the proposed new capital structure.

Yum's ratings could be downgraded in the event operating
performance declined or the company's financial policies resulted
in a sustained deterioration in credit metrics with adjusted debt
to EBITDA above 5.5 times or EBIT to Interest below 2.5 times.
Whereas an upgrade would require a demonstrated improvement in
Pizza Hut and continued improvement in KFC and Taco Bell that
resulted in Moody's adjusted debt to EBITDA below 4.75 times and
EBIT to Interest above 3.0 times on a sustained basis.  
Maintaining good liquidity would also be required for an upgrade.

Yum! Brands, Inc., headquartered in Louisville, Kentucky, is an
owner, operator and franchisor of quick service and casual dining
restaurants with brands that include KFC, Taco Bell, and Pizza Hut.
Revenues for the LTM period ending March 19, 2016 were over $13
billion.

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


ZOHAR CDO 2003: Fund's Suit Against Patriarch Set for Fast Trial
----------------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that
turnaround executive Lynn Tilton could find herself on the witness
stand in a Delaware court by early August, facing questions from
new managers of the Zohar funds, the $2.5 billion distressed-debt
investing operation she founded.

According to the report, on May 27, Vice Chancellor Joseph Slights
of Delaware's Court of Chancery set a fast track for a trial on a
dispute between Ms. Tilton's Patriarch Partners and Alvarez &
Marsal, the firm that replaced her as manager of the Zohar funds.
Judge Slights ordered the trial by Aug. 12 in his court, unless
Alvarez & Marsal and Patriarch repackage the pleadings and press
ahead in a New York court where a separate legal battle is now
pending, the report related.

As previously reported by The Troubled Company Reporter, citing
DBR, pressure is mounting on Lynn Tilton as new managers struggle
to make sense of the $2.5 billion distressed-debt investing
operation she founded.

According to the report, Vice Chancellor Joseph Slights of
Delaware's Court of Chancery said on May 25  that a quick decision
is needed on a request for more information about Ms. Tilton's
operation.

The report related that Alvarez & Marsal, the new manager of the
Zohar funds that Ms. Tilton created and managed for years, says it
needs a court order to force her private-equity firm, Patriarch
Partners, to provide more information about the investments in the
funds to deal with a looming default on $750 million worth of
notes.  Patriarch says it has handed over all the information it
is
required to, the report related.

The three Zohar funds are made up of troubled companies' loans as
well as ownership stakes in some of the companies, the report
noted.  Alvarez & Marsal stepped in in March, when Ms. Tilton
stepped away to tend to the portfolio of troubled companies
managed
by Patriarch, the report recalled.

There is a need for swift action on the dispute, Judge Slights
said, but he hasn't decided whether that action should come from
Delaware's Court of Chancery, where he sits, or from state court
in
New York, where part of the dispute is brewing, the report added.

                      About Zohar CDO 2003-1

Patriarch Partners XV, LLC filed involuntary Chapter 11 bankruptcy
petitions against Zohar CDO 2003-1, Corp., Zohar CDO 2003-1,
Limited and Zohar CDO 2003-1, LLC (Bankr. S.D.N.Y. Case Nos.
15-23681 to 15-23682) on Nov. 22, 2015.

Patriarch Partners disclosed that it has filed, through one of its
affiliates, an involuntary Chapter 11 petition for Zohar CDO
2003-1, Limited.  Patriarch is Zohar I's largest creditor, holding
$286.5 million face amount of Zohar I notes.  Patriarch has placed
Zohar I into Chapter 11 in order to protect Zohar I and Patriarch
from the efforts of MBIA Inc. and MBIA Insurance Corporation,
another creditor of Zohar I, to obtain Zohar I's assets for
itself.

Patriarch claimed it has been forced to pursue this route because
of MBIA's fraudulent scheme to induce Patriarch XV to spend over
$103 million to buy out a third-party noteholder in Zohar-I to
facilitate a restructuring of Zohar-I.

Lynn Tilton is CEO of Patriarch.

Patriarch's restructuring counsel is Skadden, Arps, Slate, Meagher
& Flom LLP and its financial advisor is Moelis & Co.


ZYNEX INC: Appoints VP of Finance and VP of Operations
------------------------------------------------------
Mr. Rick Luckenbill commenced employment at Zynex, Inc., to serve
as the Company's vice president of finance on May 23, 2016.  Mr.
Luckenbill will report to the Company's chief executive officer,
Thomas Sandgaard, be in charge Company's accounting operations and
support the Company's finance operations.

Mr. Luckenbill has more than 20 years' experience in multiple
industries with proven leadership in finance, accounting and system
integration roles.  Mr. Lukenbill's work experience includes debt
restructure, cash flow optimization, profitability improvement and
system integration.  Prior to joining Zynex, Mr. Luckenbill, during
2015 and 2016, served as chief financial officer/vice president of
Finance with CPP, Inc., an engineering consulting business in Fort
Collins, CO.  Previously, Mr. Luckenbill served in various
accounting roles with Medtronic, Inc. (2013-2015), Thermo Fisher
Scientific, Inc (2009-2011), Omnitrax, Inc (2009) and Motorola,
Inc. (1996-2009) and as director of systems integration with
Motorola Solutions, Inc. (2011-2013).  Mr. Luckenbill holds an MBA,
Finance from the Keller Graduate School of Management of DeVry
University, Scottsdale, AZ and a BS, Finance/Organizational
Development, Elmhurst College, Elmhurst, IL.

On June 1, 2016, Mr. David Mogill will commence employment at
Zynex, Inc. to serve as the Company's vice president of operations.
  Mr. Mogill will report to the Company's chief executive officer,
Thomas Sandgaard and be in charge Company's production and supply
chain operations.  Mr. Mogill is replacing Robert Cozart, who is
retiring after 9 years of service with the Company.

Mr. Mogill has more than 30 years' experience in the medical device
industry with proven leadership in production, supply chain and
operational process efficiency roles.  Prior to joining Zynex, Mr.
Mogill served as Sector SQE with Surgical Technologies (2015-2016)
and Solta Medical/SST (2008-2014), Previously, Mr. Mogill served in
various operations management positions with Glucon Inc.
(2006-2007), Dentsply International (2004 - 2006) and various other
medical device manufacturing companies (1986 - 2006).  Mr. Mogill
holds a BS in Mechanical Engineering Technology from Metro State
University of Denver.

There were no arrangements or understandings between Mr. Luckenbill
or Mr. Mogill and any other person pursuant to which he was
appointed as Vice President of Finance and there is no family
relationship between Mr. Luckenbill and any officer or director of
the Company.  There have been no transactions between Mr.
Luckenbill and the Company required to be disclosed by Item 404(a)
of Regulation S-K.

Effective May 16, 2016, Michael Hartberger resigned as the chief
operating officer of Zynex, Inc.  His decision was on account of
the Company's continuing cash constraints.  There were no expressed
disagreements with management or Company practices or policies.

C Squared Solutions, who (since October 2015) provided interim
Chief Financial Officer services, will, going forward, provide
financial consulting services on an "as requested" basis.

Thomas Sandgaard, the Company's sole director, will continue to
fulfil the role of principal financial officer and chief financial
officer.  Mr. Sandgaard founded the Company in 1996 after a career
in the semiconductor, telecommunications and medical equipment
industries with ITT, Siemens and Philips Telecom.  Mr. Sandgaard
has been the Company's president, CEO and Chairman since 1996 and
also currently serves as the Company's sole director.  Mr.
Sandgaard holds a degree in electronics engineering from University
of Southern Denmark, Denmark and an MBA from the Copenhagen
Business School.

                            About Zynex

Zynex, Inc. (OTCQB: ZYXI) specializes in the production and sale of
non-invasive medical devices for pain management, stroke
rehabilitation, neurodiagnostic equipment, cardiac and blood volume
monitoring.  The company maintains its headquarters in Lone Tree,
Colorado.

Zynex reported a net loss of $2.93 million on $11.64 million of net
revenue for the year ended Dec. 31, 2015, compared to a net loss of
$6.23 million on $11.11 million of net revenue for the year ended
Dec. 31, 2014.  As of March 31, 2016, Zynex had $4.19 million in
total assets, $8.55 million in total liabilities and a total
stockholders' deficit of $4.35 million.

GHP Horwath, P.C., in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2015, citing that the Company incurred
significant losses in 2015 and 2014, and has limited liquidity.  In
addition, the Company is in default of its secured line of credit
and as a result, if its lender insists upon immediate repayment,
the Company will be insolvent and may be forced to seek protection
from its creditors.  These factors raise substantial doubt about
its ability to continue as a going concern.


[*] Energy & Metals Account 48% of Defaults in 2016, Fitch Says
---------------------------------------------------------------
The energy and metals/mining sectors still account for 48%
($10.1 billion) of defaults in the U.S. institutional leveraged
loan universe this year despite Dex Media Inc. and Fairway Markets
filing for bankruptcy in May, according to Fitch Ratings.

"While Dex Media's $2.1 billion loan comprised the largest loan
default since January 2015, energy and metals/mining still drive
the overall volume," said Eric Rosenthal, Senior Director of
Leveraged Finance.

Metals/mining concern Atlas Iron also defaulted in May due to a
distressed debt exchange, continuing a pattern of at least one
energy or metals/mining default for the past 13 months.

While inching up, leveraged loan defaults remain below the 2.8%
long term average.  The U.S. leveraged loan market has seen
$18.5 billion of defaults on a trailing-12 month (TTM) basis.
May's TTM rate rose to 2% from April's 1.8% mark.

Low commodity prices will continue to have an impact on secondary
market bid levels, even as some borrowers complete restructuring
and begin to emerge from bankruptcy with lower leverage.  Fitch
believes the pre-petition term loan bid price at emergence for
companies will remain well below the total term loan market
average.  The TTM bid price for the few companies emerging from
bankruptcy was just 29% -- well below the 72% historic average.

Commodity price-related stress coupled with strong refinancing
activities over the past few years has reined in new institutional
loan issuance, which is down 17% in the first four months of 2016
relative to the year prior.  However, activity has picked up
recently, with more than $20 billion of new issuance expected
shortly.


[^] BOND PRICING: For the Week from May 23 to 27, 2016
------------------------------------------------------
  Company                   Ticker  Coupon Bid Price   Maturity
  -------                   ------  ------ ---------   --------
A. M. Castle & Co           CAS          7     46.25 12/15/2017
A. M. Castle & Co           CAS      12.75    91.999 12/15/2016
ACE Cash Express Inc        AACE        11      48.5   2/1/2019
ACE Cash Express Inc        AACE        11      48.5   2/1/2019
Affinion Group Inc          AFFINI   7.875        51 12/15/2018
Affinion Investments LLC    AFFINI    13.5    43.125  8/15/2018
Alpha Appalachia
  Holdings Inc              ANR       3.25         1   8/1/2015
Alpha Natural
  Resources Inc             ANR          6     0.617   6/1/2019
Alpha Natural
  Resources Inc             ANR       9.75     0.615  4/15/2018
Alpha Natural
  Resources Inc             ANR       6.25     0.877   6/1/2021
Alpha Natural
  Resources Inc             ANR        7.5     1.938   8/1/2020
Alpha Natural
  Resources Inc             ANR      4.875      0.75 12/15/2020
Alpha Natural
  Resources Inc             ANR       3.75      0.75 12/15/2017
Alpha Natural
  Resources Inc             ANR        7.5     1.938   8/1/2020
Alpha Natural
  Resources Inc             ANR        7.5     1.908   8/1/2020
American Eagle
  Energy Corp               AMZG        11        12   9/1/2019
American Eagle
  Energy Corp               AMZG        11      12.5   9/1/2019
American Gilsonite Co       AMEGIL    11.5        57   9/1/2017
American Gilsonite Co       AMEGIL    11.5      56.5   9/1/2017
Arch Coal Inc               ACI          7     1.375  6/15/2019
Arch Coal Inc               ACI       7.25         1  6/15/2021
Arch Coal Inc               ACI       7.25      1.25  10/1/2020
Arch Coal Inc               ACI      9.875     0.938  6/15/2019
Arch Coal Inc               ACI          8      1.75  1/15/2019
Arch Coal Inc               ACI          8     1.296  1/15/2019
Armstrong Energy Inc        ARMS     11.75     43.35 12/15/2019
Armstrong Energy Inc        ARMS     11.75        42 12/15/2019
Atlas Energy Holdings
  Operating Co LLC /
  Atlas Resource
  Finance Corp              ARP       7.75      13.4  1/15/2021
Atlas Energy Holdings
  Operating Co LLC /
  Atlas Resource
  Finance Corp              ARP       9.25    13.472  8/15/2021
Atlas Energy Holdings
  Operating Co LLC /
  Atlas Resource
  Finance Corp              ARP       9.25    12.625  8/15/2021
Atlas Energy Holdings
  Operating Co LLC /
  Atlas Resource
  Finance Corp              ARP       9.25    12.625  8/15/2021
Avaya Inc                   AVYA      10.5      28.5   3/1/2021
Avaya Inc                   AVYA      10.5      27.5   3/1/2021
BPZ Resources Inc           BPZR       6.5     2.686   3/1/2015
BPZ Resources Inc           BPZR       6.5     2.686   3/1/2049
Basic Energy Services Inc   BAS       7.75    35.436  2/15/2019
Berry Petroleum Co LLC      LINE      6.75     25.45  11/1/2020
BreitBurn Energy
  Partners LP /
  BreitBurn Finance Corp    BBEP     7.875      11.5  4/15/2022
BreitBurn Energy
  Partners LP /
  BreitBurn Finance Corp    BBEP     8.625    13.563 10/15/2020
BreitBurn Energy
  Partners LP /
  BreitBurn Finance Corp    BBEP     8.625    13.375 10/15/2020
BreitBurn Energy
  Partners LP /
  BreitBurn Finance Corp    BBEP     8.625    13.375 10/15/2020
Caesars Entertainment
  Operating Co Inc          CZR         10        41 12/15/2018
Caesars Entertainment
  Operating Co Inc          CZR      12.75     42.25  4/15/2018
Caesars Entertainment
  Operating Co Inc          CZR         10        41 12/15/2018
Caesars Entertainment
  Operating Co Inc          CZR       5.75      39.3  10/1/2017
Caesars Entertainment
  Operating Co Inc          CZR         10        41 12/15/2018
Caesars Entertainment
  Operating Co Inc          CZR       5.75     12.25  10/1/2017
Caesars Entertainment
  Operating Co Inc          CZR         10     37.75 12/15/2018
Caesars Entertainment
  Operating Co Inc          CZR         10        41 12/15/2018
Chassix Holdings Inc        CHASSX      10         8 12/15/2018
Chassix Holdings Inc        CHASSX      10         8 12/15/2018
Claire's Stores Inc         CLE      8.875      24.7  3/15/2019
Claire's Stores Inc         CLE       10.5    59.837   6/1/2017
Claire's Stores Inc         CLE       7.75      20.5   6/1/2020
Claire's Stores Inc         CLE       7.75    21.375   6/1/2020
Clean Energy Fuels Corp     CLNE       7.5    85.826  8/30/2016
Cliffs Natural
  Resources Inc             CLF       5.95    59.034  1/15/2018
Community Choice
  Financial Inc             CCFI     10.75    46.808   5/1/2019
Comstock Resources Inc      CRK       7.75    26.875   4/1/2019
Comstock Resources Inc      CRK        9.5     26.25  6/15/2020
Creditcorp                  CRECOR      12        52  7/15/2018
Creditcorp                  CRECOR      12        52  7/15/2018
Cumulus Media
  Holdings Inc              CMLS      7.75      43.5   5/1/2019
EPL Oil & Gas Inc           EXXI      8.25       8.5  2/15/2018
EXCO Resources Inc          XCO        7.5        27  9/15/2018
EXCO Resources Inc          XCO        8.5     19.67  4/15/2022
Eagle Rock Energy
  Partners LP /
  Eagle Rock Energy
  Finance Corp              EROC     8.375     16.75   6/1/2019
Emerald Oil Inc             EOX          2         2   4/1/2019
Endeavour
  International Corp        END         12     1.017   3/1/2018
Endeavour
  International Corp        END         12     1.017   3/1/2018
Energy & Exploration
  Partners Inc              ENEXPR       8      1.97   7/1/2019
Energy & Exploration
  Partners Inc              ENEXPR       8      1.97   7/1/2019
Energy Conversion
  Devices Inc               ENER         3     7.875  6/15/2013
Energy Future
  Holdings Corp             TXU      11.25    50.625  11/1/2017
Energy Future
  Holdings Corp             TXU       9.75        20 10/15/2019
Energy Future
  Intermediate Holding
  Co LLC / EFIH
  Finance Inc               TXU         10         1  12/1/2020
Energy Future
  Intermediate Holding
  Co LLC / EFIH
  Finance Inc               TXU         10         4  12/1/2020
Energy Future
  Intermediate Holding
  Co LLC / EFIH
  Finance Inc               TXU       9.75        20 10/15/2019
Energy Future
  Intermediate Holding
  Co LLC / EFIH
  Finance Inc               TXU      6.875         4  8/15/2017
Energy XXI Gulf Coast Inc   EXXI        11        40  3/15/2020
Energy XXI Gulf Coast Inc   EXXI      9.25         4 12/15/2017
Energy XXI Gulf Coast Inc   EXXI       7.5      4.75 12/15/2021
Energy XXI Gulf Coast Inc   EXXI     6.875     4.875  3/15/2024
Energy XXI Gulf Coast Inc   EXXI      7.75       4.5  6/15/2019
FBOP Corp                   FBOPCP      10     1.843  1/15/2009
FXCM Inc                    FXCM      2.25        44  6/15/2018
FairPoint
  Communications Inc/Old    FRP     13.125     1.879   4/2/2018
Federal Farm Credit Banks   FFCB      2.93   100.311   6/3/2024
Federal Farm Credit Banks   FFCB      2.98    99.368   3/2/2027
Fleetwood Enterprises Inc   FLTW        14     3.557 12/15/2011
Forbes Energy Services Ltd  FES          9      43.5  6/15/2019
Gibson Brands Inc           GIBSON   8.875      52.5   8/1/2018
Gibson Brands Inc           GIBSON   8.875    48.222   8/1/2018
Gibson Brands Inc           GIBSON   8.875      48.5   8/1/2018
Goodman Networks Inc        GOODNT  12.125     47.03   7/1/2018
Goodrich Petroleum Corp     GDPM     8.875     0.583  3/15/2018
Goodrich Petroleum Corp     GDPM     8.875     0.583  3/15/2018
Gymboree Corp/The           GYMB     9.125      54.1  12/1/2018
Halcon Resources Corp       HKUS      9.75      19.9  7/15/2020
Halcon Resources Corp       HKUS     8.875        20  5/15/2021
Halcon Resources Corp       HKUS      9.25    19.625  2/15/2022
Hanesbrands Inc             HBI      6.375   103.375 12/15/2020
Hexion Inc                  HXN        9.2     57.79  3/15/2021
Horsehead Holding Corp      ZINC       3.8         4   7/1/2017
Horsehead Holding Corp      ZINC      10.5      55.5   6/1/2017
Horsehead Holding Corp      ZINC         9        20   6/1/2017
Horsehead Holding Corp      ZINC      10.5      55.5   6/1/2017
Horsehead Holding Corp      ZINC      10.5      55.5   6/1/2017
ION Geophysical Corp        IO       8.125        59  5/15/2018
Illinois Power
  Generating Co             DYN          7        38  4/15/2018
Illinois Power
  Generating Co             DYN        6.3        36   4/1/2020
Iracore International
  Holdings Inc              IRACOR     9.5    59.125   6/1/2018
Iracore International
  Holdings Inc              IRACOR     9.5    59.125   6/1/2018
IronGate Energy
  Services LLC              IRONGT      11        25   7/1/2018
IronGate Energy
  Services LLC              IRONGT      11      24.5   7/1/2018
IronGate Energy
  Services LLC              IRONGT      11      24.5   7/1/2018
IronGate Energy
  Services LLC              IRONGT      11      24.5   7/1/2018
Key Energy Services Inc     KEG       6.75        28   3/1/2021
Las Vegas Monorail Co       LASVMC     5.5     3.569  7/15/2019
Lehman Brothers
  Holdings Inc              LEH          4     3.742  4/30/2009
Lehman Brothers
  Holdings Inc              LEH          2     3.742   3/3/2009
Lehman Brothers
  Holdings Inc              LEH        1.5     3.742  3/29/2013
Lehman Brothers
  Holdings Inc              LEH       2.07     3.742  6/15/2009
Lehman Brothers
  Holdings Inc              LEH          5     3.742   2/7/2009
Lehman Brothers
  Holdings Inc              LEH        1.6     3.742  11/5/2011
Lehman Brothers Inc         LEH        7.5     1.226   8/1/2026
Liberty Interactive LLC     LINTA        1    86.625  9/30/2043
Linc USA GP / Linc
  Energy Finance USA Inc    LNCAU    9.625        18 10/31/2017
Linn Energy LLC / Linn
  Energy Finance Corp       LINE     8.625    16.813  4/15/2020
Linn Energy LLC / Linn
  Energy Finance Corp       LINE       6.5    14.875  5/15/2019
Linn Energy LLC / Linn
  Energy Finance Corp       LINE      7.75     16.25   2/1/2021
Linn Energy LLC / Linn
  Energy Finance Corp       LINE        12      25.5 12/15/2020
Linn Energy LLC / Linn
  Energy Finance Corp       LINE      6.25        16  11/1/2019
Linn Energy LLC / Linn
  Energy Finance Corp       LINE       6.5    15.375  9/15/2021
Linn Energy LLC / Linn
  Energy Finance Corp       LINE      6.25    15.875  11/1/2019
Linn Energy LLC / Linn
  Energy Finance Corp       LINE      6.25    15.875  11/1/2019
Logan's Roadhouse Inc       LGNS     10.75     15.25 10/15/2017
Lonestar Resources
  America Inc               LNRAU     8.75      41.5  4/15/2019
Lonestar Resources
  America Inc               LNRAU     8.75        41  4/15/2019
MF Global Holdings Ltd      MF       3.375      23.5   8/1/2018
MF Global Holdings Ltd      MF           9      23.5  6/20/2038
MModal Inc                  MODL     10.75    10.125  8/15/2020
Magnetation LLC /
  Mag Finance Corp          MAGNTN      11        20  5/15/2018
Magnetation LLC /
  Mag Finance Corp          MAGNTN      11     8.875  5/15/2018
Magnetation LLC /
  Mag Finance Corp          MAGNTN      11     8.875  5/15/2018
Midstates Petroleum
  Co Inc / Midstates
  Petroleum Co LLC          MPO      10.75      0.75  10/1/2020
Midstates Petroleum
  Co Inc / Midstates
  Petroleum Co LLC          MPO       9.25      0.75   6/1/2021
Midstates Petroleum
  Co Inc / Midstates
  Petroleum Co LLC          MPO         12         9   6/1/2020
Midstates Petroleum
  Co Inc / Midstates
  Petroleum Co LLC          MPO      10.75     96.25  10/1/2020
Midstates Petroleum
  Co Inc / Midstates
  Petroleum Co LLC          MPO      10.75     1.534  10/1/2020
Modular Space Corp          MODSPA   10.25        51  1/31/2019
Modular Space Corp          MODSPA   10.25        50  1/31/2019
Molycorp Inc                MCP         10     3.218   6/1/2020
Murray Energy Corp          MURREN   11.25     19.25  4/15/2021
Murray Energy Corp          MURREN     9.5    16.375  12/5/2020
Murray Energy Corp          MURREN   11.25        19  4/15/2021
Murray Energy Corp          MURREN     9.5    16.375  12/5/2020
New Gulf Resources LLC/
  NGR Finance Corp          NGREFN   12.25        22  5/15/2019
New Gulf Resources LLC/
  NGR Finance Corp          NGREFN   12.25        29  5/15/2019
New Gulf Resources LLC/
  NGR Finance Corp          NGREFN   12.25     22.75  5/15/2019
Nine West Holdings Inc      JNY       8.25        28  3/15/2019
Nine West Holdings Inc      JNY      6.125        15 11/15/2034
Nine West Holdings Inc      JNY      6.875    19.674  3/15/2019
Nine West Holdings Inc      JNY       8.25    20.625  3/15/2019
Nuverra Environmental
  Solutions Inc             NESC     9.875        31  4/15/2018
OMX Timber Finance
  Investments II LLC        OMX       5.54        12  1/29/2020
Optima Specialty
  Steel Inc                 OPTSTL    12.5        80 12/15/2016
Optima Specialty
  Steel Inc                 OPTSTL    12.5      70.5 12/15/2016
Peabody Energy Corp         BTU          6    13.002 11/15/2018
Peabody Energy Corp         BTU        6.5     12.98  9/15/2020
Peabody Energy Corp         BTU       6.25     14.37 11/15/2021
Peabody Energy Corp         BTU         10      14.5  3/15/2022
Peabody Energy Corp         BTU      7.875        14  11/1/2026
Peabody Energy Corp         BTU         10    11.875  3/15/2022
Peabody Energy Corp         BTU          6    12.375 11/15/2018
Peabody Energy Corp         BTU          6     17.25 11/15/2018
Peabody Energy Corp         BTU       6.25     12.75 11/15/2021
Peabody Energy Corp         BTU       6.25     12.75 11/15/2021
Penn Virginia Corp          PVAH      7.25     27.87  4/15/2019
Penn Virginia Corp          PVAH       8.5    30.125   5/1/2020
Permian Holdings Inc        PRMIAN    10.5    38.625  1/15/2018
Permian Holdings Inc        PRMIAN    10.5    38.625  1/15/2018
Pernix Therapeutics
  Holdings Inc              PTX       4.25     19.75   4/1/2021
Pernix Therapeutics
  Holdings Inc              PTX       4.25    18.921   4/1/2021
PetroQuest Energy Inc       PQ          10        51   9/1/2017
Prospect Holding Co LLC /
  Prospect Holding
  Finance Co                PRSPCT   10.25     34.75  10/1/2018
Prospect Holding Co LLC /
  Prospect Holding
  Finance Co                PRSPCT   10.25     34.75  10/1/2018
Quicksilver Resources Inc   KWKA     9.125      0.75  8/15/2019
Quicksilver Resources Inc   KWKA        11       2.5   7/1/2021
Rex Energy Corp             REXX     8.875    16.108  12/1/2020
Rex Energy Corp             REXX      6.25        10   8/1/2022
Rolta LLC                   RLTAIN   10.75        36  5/16/2018
SFX Entertainment Inc       SFXE     9.625       1.5   2/1/2019
SFX Entertainment Inc       SFXE     9.625       1.5   2/1/2019
SFX Entertainment Inc       SFXE     9.625       1.5   2/1/2019
SFX Entertainment Inc       SFXE     9.625       1.5   2/1/2019
Sabine Oil & Gas Corp       SOGC      7.25       2.5  6/15/2019
Sabine Oil & Gas Corp       SOGC       7.5       2.5  9/15/2020
Sabine Oil & Gas Corp       SOGC       7.5     2.531  9/15/2020
Sabine Oil & Gas Corp       SOGC       7.5     2.531  9/15/2020
Samson Investment Co        SAIVST    9.75      1.71  2/15/2020
SandRidge Energy Inc        SD        8.75      6.85  1/15/2020
SandRidge Energy Inc        SD         7.5      5.75  3/15/2021
SandRidge Energy Inc        SD       8.125      5.75 10/15/2022
SandRidge Energy Inc        SD         7.5       6.6  2/15/2023
SandRidge Energy Inc        SD       8.125     5.625 10/16/2022
SandRidge Energy Inc        SD         7.5     5.625  2/16/2023
SandRidge Energy Inc        SD         7.5     5.375  3/15/2021
SandRidge Energy Inc        SD         7.5     5.375  3/15/2021
Sequa Corp                  SQA          7     26.75 12/15/2017
Sequa Corp                  SQA          7    26.625 12/15/2017
Sequenom Inc                SQNM         5     61.64  10/1/2017
Sequenom Inc                SQNM         5     62.75   1/1/2018
Seventy Seven Energy Inc    SSEI       6.5      5.75  7/15/2022
Sidewinder Drilling Inc     SIDDRI    9.75     6.125 11/15/2019
Sidewinder Drilling Inc     SIDDRI    9.75         6 11/15/2019
Speedy Group Holdings Corp  SPEEDY      12     45.75 11/15/2017
Speedy Group Holdings Corp  SPEEDY      12     45.75 11/15/2017
SquareTwo Financial Corp    SQRTW   11.625      11.5   4/1/2017
Stone Energy Corp           SGY        7.5     23.75 11/15/2022
Stone Energy Corp           SGY       1.75        26   3/1/2017
SunEdison Inc               SUNE         2       4.5  10/1/2018
SunEdison Inc               SUNE      0.25      6.05  1/15/2020
SunEdison Inc               SUNE         5        22   7/2/2018
SunEdison Inc               SUNE     2.375     6.063  4/15/2022
SunEdison Inc               SUNE      2.75      5.75   1/1/2021
SunEdison Inc               SUNE     2.625     5.875   6/1/2023
SunEdison Inc               SUNE     3.375         6   6/1/2025
Syniverse Holdings Inc      SVR      9.125    49.875  1/15/2019
TMST Inc                    THMR         8     11.25  5/15/2013
Talos Production LLC /
  Talos Production
  Finance Inc               TALPRO    9.75        31  2/15/2018
Talos Production LLC /
  Talos Production
  Finance Inc               TALPRO    9.75     31.25  2/15/2018
TerraVia Holdings Inc       TVIA         6        52   2/1/2018
Terrestar Networks Inc      TSTR       6.5        10  6/15/2014
TetraLogic
  Pharmaceuticals Corp      TLOG         8    25.143  6/15/2019
Texas Competitive Electric
  Holdings Co LLC /
  TCEH Finance Inc          TXU      10.25       6.2  11/1/2015
Texas Competitive Electric
  Holdings Co LLC /
  TCEH Finance Inc          TXU       11.5        32  10/1/2020
Texas Competitive Electric
  Holdings Co LLC /
  TCEH Finance Inc          TXU         15     6.125   4/1/2021
Texas Competitive Electric
  Holdings Co LLC /
  TCEH Finance Inc          TXU      10.25      6.25  11/1/2015
Texas Competitive Electric
  Holdings Co LLC /
  TCEH Finance Inc          TXU         15     6.125   4/1/2021
Texas Competitive Electric
  Holdings Co LLC /
  TCEH Finance Inc          TXU       11.5     31.75  10/1/2020
Texas Competitive Electric
  Holdings Co LLC /
  TCEH Finance Inc          TXU      10.25     6.125  11/1/2015
Triangle USA
  Petroleum Corp            TPLM      6.75      22.5  7/15/2022
Triangle USA
  Petroleum Corp            TPLM      6.75     22.25  7/15/2022
UCI International LLC       UCII     8.625     28.75  2/15/2019
Vanguard Natural
  Resources LLC /
  VNR Finance Corp          VNR      7.875      25.3   4/1/2020
Venoco Inc                  VQ       8.875      3.84  2/15/2019
Verso Paper Holdings
  LLC / Verso Paper Inc     VRS      11.75     17.25  1/15/2019
Verso Paper Holdings
  LLC / Verso Paper Inc     VRS      11.75     17.25  1/15/2019
Verso Paper Holdings
  LLC / Verso Paper Inc     VRS      11.75     0.993  1/15/2019
Verso Paper Holdings
  LLC / Verso Paper Inc     VRS      11.75     0.805  1/15/2019
Verso Paper Holdings
  LLC / Verso Paper Inc     VRS      11.75      16.5  1/15/2019
Verso Paper Holdings
  LLC / Verso Paper Inc     VRS      11.75     0.805  1/15/2019
Verso Paper Holdings
  LLC / Verso Paper Inc     VRS      11.75      16.5  1/15/2019
Violin Memory Inc           VMEM      4.25        27  10/1/2019
W&T Offshore Inc            WTI        8.5      23.5  6/15/2019
Walter Energy Inc           WLTG       9.5        13 10/15/2019
Walter Energy Inc           WLTG       9.5    19.875 10/15/2019
Walter Energy Inc           WLTG       9.5    19.875 10/15/2019
Walter Energy Inc           WLTG       9.5    19.875 10/15/2019
Warren Resources Inc        WRES         9     2.097   8/1/2022
Warren Resources Inc        WRES         9     2.097   8/1/2022
Warren Resources Inc        WRES         9     2.097   8/1/2022
Washington Mutual Bank /
  Debt not acquired
  by JPMorgan               WAMU      6.75      0.25  5/20/2036
iHeartCommunications Inc    IHRT        10      55.5  1/15/2018


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2016.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

                   *** End of Transmission ***