TCR_Public/160608.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, June 8, 2016, Vol. 20, No. 160

                            Headlines

181 WEST 135TH: Hires Robinson Brog as Counsel
270 BERGER REAL: Voluntary Chapter 11 Case Summary
ABB/CON-CISE OPTICAL: S&P Rates New 4450MM 1st Lien Loans 'B'
AFFINITY GAMING: S&P Raises CCR to 'B+' on Proposed Refinancing
ALIKE INC: Seeks to Hire Eric A. Liepins as Legal Counsel

ALORICA INC: S&P Assigns 'BB-' CCR, Outlook Stable
ALPHA NATURAL: Court OKs Termination of Retiree Plans
ALPHA NATURAL: Funds Seek Review of Retiree Benefits Termination
AMERICOLD REALTY: Moody's Puts B3 CFR on Review for Upgrade
AMERICOLD REALTY: S&P Affirms 'B+' CCR, Outlook Remains Stable

AMY E. SINES: Disclosure Statement Approval Hearing on July 19
ASCENA RETAIL: S&P Lowers CCR to 'BB-' on Weak Operating Results
AVITA ARTESIAN: Taps Don Darnell as Bankruptcy Counsel
B&B FITNESS: Case Summary & 20 Largest Unsecured Creditors
BALTIMORE GRILL: Ch.11 Trustee Hires Fox Rothschild as Attorney

BARBARA MAGNUSSON: Colorado Property Sold for $40,000
BDF ACQUISITION: S&P Affirms 'B' CCR, Outlook Stable
BELK INC: Bank Debt Trades at 18% Off
BRAND ENERGY: Bank Debt Trades at 3% Off
BUFFETS LLC: Wins Approval of $620,000 Sale of Property

CAESARS ENTERTAINMENT: Fights for Creditor Support for Ch. 11 Plan
CAESARS ENTERTAINMENT: Seeks Halt to Suits as Mediation Breaks Down
CARROLS RESTAURANT: S&P Raises CCR to 'B', Outlook Stable
CEC ENTERTAINMENT: Bank Debt Trades at 3% Off
CHAMPAGNE SERVICES: Taps Westlake Legal Group as Counsel

CHICORA LIFE CENTER: U.S. Trustee Unable to Appoint Committee
CHILDREN'S TRUST: S&P Retains BB Rating on CreditWatch Negative
CLAYTON B. OBERSHEIMER: Taps Amigone as Legal Counsel
COALINGA REDEVELOPMENT: S&P Raises Rating on 2009C TABs to BB+
CONNTECH PRODUCTS: Tells Bank Its Will Procure a Buyer by June 21

DBDFW3 LLC: Plan Proposes $500K Monthly Payment to Unsecureds
DEASY ASSOCIATES: Unsecureds to Get 100% Under Plan
DECK CHASSIS: Moody's Assigns B1 CFR, Outlook Stable
DESERT HOT SPRINGS: S&P Hikes Rating on 3 Bond Tranches to B-
DISPOSAL TEJAS: Case Summary & 19 Largest Unsecured Creditors

DORAL FINANCIAL: Plan Confirmation Set for July 25; Outline Okayed
DREAMSCAPES LLC: Hires Mitchell & Hammond as Counsel
DRM SALES & SUPPLY: Sale of Ford F-150 to Contractor Approved
DYNAMIC INVESTMENTS: Proposes to Sell Property for $16,500
EP ENERGY: S&P Alters Outlook to Negative on Reduced Borrowing Base

EXPERT GLOBAL: S&P Puts 'CCC+' CCR on CreditWatch Positive
FAIRWAY GROUP: Amends Joint Prepackaged Reorg Plan
FANNIE MAE & FREDDIE MAC: How FHFA Redefined Capital In Court
FEDERAL IDENTIFICATION: Court OKs June 22 Auction for Assets
FEDERAL-MOGUL CORP: Bank Debt Trades at 4% Off

FILMED ENTERTAINMENT: Wants July 6 Plan Solicitation Deadline
FIRST BRONX: Plan Confirmation Hearing Set for July 7
FIRST QUANTUM: S&P Revises Outlook to Stable & Affirms 'B-' CCR
FORTESCUE METALS: Bank Debt Trades at 7% Off
GA DESIGN: Hires Vilarino & Associates as Counsel

GA INVESTORS: Hires Vilarino & Associates as Bankr. Counsel
GARDENS REGIONAL: Case Summary & 20 Largest Unsecured Creditors
GATES GROUP: Bank Debt Trades at 3% Off
GO GREEN PARTNERS: Voluntary Chapter 11 Case Summary
GONZALEZ GROUP: Case Summary & 20 Largest Unsecured Creditors

GONZALEZ GROUP: Requests Access to Comerica's Cash Collateral
GONZALEZ HOLDINGS: Case Summary & 5 Unsecured Creditors
GR HOSPITALITY: Case Summary & 5 Unsecured Creditors
GROVE PLAZA: Wants Okay to Use Oversecured Lenders' Cash Collateral
GYMBOREE CORP: S&P Raises CCR to 'CCC+', Outlook Negative

HAGGEN HOLDINGS: Wants Aug. 5 Exclusive Plan Filing Deadline
HANISH, LLC: Has Continued Access to Hotel Lenders' Cash Collateral
HANOVER PARMENTER: Seeks to Hire Peres Zoppo as Special Counsel
HARLAND CLARKE: S&P Affirms 'B+' CCR on Proposed Debt Financing
HERCULES OFFSHORE: Asks Court for Permission to Use Cash Collateral

HERCULES OFFSHORE: Jefferies Agrees to Cash Collateral Use
HERCULES OFFSHORE: Moody's Lowers PDR to D-PD on Bankr. Filing
HERCULES OFFSHORE: Proposes July 11 as Limited Bar Date
HERCULES OFFSHORE: S&P Lowers CCR to 'D' on Chapter 11 Filing
HERCULES OFFSHORE: Seeks to Establish Procedures to Protect NOLs

HERCULES OFFSHORE: Wants Automatic Stay Enforced
HERTZ CORP: Moody's Affirms B1 CFR, Outlook Positive
HERTZ GLOBAL: S&P Affirms 'B+' CCR & Rates $2.4BB Facility 'BB'
HESS COMMERCIAL: Wants Exclusive Plan Filing Extended to July 13
HILTON WORLDWIDE: S&P Raises CCR to 'BB+' on Spin-off Filings

HONEYCOMB CAPITAL: Plan, Disclosures Hearing Set for July 12
HORSEHEAD HOLDING: Creditors, Noteholders Object to Plan Outline
IES GLOBAL: Moody's Lowers CFR to B3, Outlook Negative
INMOBILIARIA LEGUISAMO: Seeks to Hire Rafael Cruzado as Appraiser
INVERRARY RESORT: Secured Lender Wants to Halt Cash Collateral Use

IRENE STACY COMMUNITY: Taps Maher Duessel as Accountant
IVENS PROPERTIES: Unsecureds to Get 100% Under Plan No. 2
J. CREW: Bank Debt Trades at 26% Off
JG WENTWORTH: S&P Lowers ICR to 'CCC+' on Weakening Credit Metrics
JO-LIN HEALTH: Turns to Paycor to Get Payroll Processing Straight

JOHN ALDEN: S&P Affirms Then Withdraws 'BB+' CCRs
JOSEPH FUNK: Selling House for $1,500 to Cousin
K. HANNAH CORP: Case Summary & 15 Unsecured Creditors
K. HANNAH: Makes Emergency Request to Use Cash Collateral
KARINA LEE HOWE: Plan Agent Seeks $1.18MM Sale of Property

KIVA CONSTRUCTION: Sperry Okayed to Auction Property
KLAMON LLC: Case Summary & 15 Unsecured Creditors
KSS HOLDINGS: S&P Affirms 'B+' CCR Over Ningbo Joyson Deal
LAKESHORE VETERINARY: Disclosure Statement Hearing Set for June 23
LAREDO WO: Case Summary & 7 Unsecured Creditors

LAWRENCE FROMELIUS: Seeks to Spend $200K to Demolish Structures
MANLEY CONSTRUCTION: Plan and Disclosure Statement Due July 29
MARINA DISTRICT: S&P Affirms B+ CCR Over Planned Ownership Change
MARJASU CORP: Disclosure Statement Hearing Set for Aug. 10
METROPOLITAN BAPTIST: Wants 90-Day Extension of Plan Filing Period

MISSISSIPPI REGIONAL CANCER: Wants 45-Day Extension of Plan Filing
ML HOSPITALITY: Case Summary & 8 Unsecured Creditors
MODERN SHOE: Committee Seeks to Hire Brown Rudnick as Counsel
MODERN SHOE: Committee Seeks to Hire CBIZ as Financial Advisor
MUNDO LATINO MARKET: Taps Alla Kachan as Legal Counsel

NEW SHILOH MISSIONARY: Taps Gouveia & Associates as Legal Counsel
NEWFIELD EXPLORATION: Fitch Affirms 'BB+' IDR, Outlook Stable
NJK HOSPITALITY: Disclosure Statement Hearing Set for July 14
NORANDA ALUMINUM: Wants Plan Filing Period Extended to Oct. 5
NORTH STATE OF WNY: Seeks to Hire Amigone as Legal Counsel

NOVELIS INC: S&P Affirms CCR on Expected Credit Ratio Improvement
PARALLEL ENERGY: Seeks to Sell or Abandon Miscellaneous Assets
PETTERS COMPANY: Finn Ruling Does Not Vitiate Trustee's Case
POSTROCK ENERGY: Judge Denies Committee's Bid to Hire Lowenstein
PROGRESSIVE CROP: Proposes to Pay 100% to Unsecured Creditors

PROSPECT MEDICAL: S&P Affirms B CCR & Rates New $650MM Term Loan B
PRWIRELESS INC: S&P Lowers CCR to 'CCC-', Outlook Negative
R&S ST. ROSE LENDERS: Must Finalize Plan Disclosures by June 10
RADNET MANAGEMENT: Moody's Assigns Ba3 Rating on $485MM Loan
RADNET MANAGEMENT: S&P Rates Proposed $117.5MM Facility 'B'

RED HILLS INDUSTRIAL: Seeks to Hire A.J. Willner as Auctioneer
REDPRAIRIE CORP: Bank Debt Trades at 5% Off
REX ENERGY: S&P Retains 'SD' Corporate Credit Rating
ROCKDALE MANOR: Case Summary & 7 Unsecured Creditors
SALADO SMILES: Obtains Access to East West Bank's Cash Collateral

SEAFOOD ACADEMY: Taps Davis Law Office as Legal Counsel
SEVEN GENERATIONS: Moody's Raises CFR to Ba3, Outlook Positive
SEVENTY SEVEN ENERGY: Files Chapter 11 Petition & Prepack Plan
SHEEHAN PIPE LINE: Panel Hires Foley & Lardner as Counsel
SHEEHAN PIPE LINE: Panel Taps Frederic Dorwart as Counsel

SINK & COMPANY: Unsecured Claimants to Recoup 15% in 5 Yrs
SMALLVILLE PRESCHOOL: Taps Lloyed Chase as Accountant
SNEED SHIPBUILDING: Wants Plan Filing Period Extended to Oct. 31
SOPHISTICATED STYLE: Plan, Disclosures Hearing Set for July 5
SQUARETWO FINANCIAL: S&P Raises ICR to CCC+ on Restructuring

SRS DISTRIBUTION: Moody's Affirms B2 CFR After Proposed Dividend
SRS DISTRIBUTION: S&P Affirms 'B' CCR on Debt-Financed Dividends
STAR COMPUTER: Hires National Auction to as Auctioneer
STATEWIDE AMBULETTE: Court Approves Revised Cash Collateral Pact
STEPPING STONES: Wants Aug. 5 Exclusive Plan Filing Deadline

STG-FAIRWAY HOLDINGS: S&P Assigns 'B' CCR, Outlook Stable
STONERIDGE PARKWAY: Ch. 11 Plan Proposes to Sell Assets
TALEN ENERGY: S&P Affirms 'B+' CCR, Outlook Stable
TENNECO INC: Fitch Rates New $500MM Notes 'BB+/RR4'
TENNECO INC: Moody's Assigns Ba3 Rating on New $500MM Sr. Notes

TENNECO INC: S&P Assigns BB Rating on Proposed $500MM Sr. Notes
TEREX CORP: S&P Affirms 'BB' CCR, Off CreditWatch Negative
TERRY PAUL STIER: Plan Will Pay Unsecured Claims in 5 Years
TRANSWORLD SYSTEMS: S&P Lowers CCR to 'CCC' on Covenant Concerns
TRIBUNE PUBLISHING: Gannett Determined to Woo Company

TRONOX INC: Bank Debt Trades at 3% Off
TRUE RELIGION: Moody's Lowers CFR to Caa2, Outlook Negative
UCI HOLDINGS: Chapter 11 Petition Filed; First Day Motions Okayed
UCI HOLDINGS: S&P Lowers CCR to 'D' on Chap. 11 Filing
ULTRA PETROLEUM: Seeks Approval of Key Employee Incentive Plan

US FOODS: S&P Raises CCR to 'B+' Following IPO
VALEANT PHARMA: Reports First-Quarter Loss, Cuts Forecast
VALIDUS HOLDINGS: Moody's Assigns Ba1 Rating on New Shares
VERDESIAN LIFE: S&P Lowers CCR to 'B' on Weak Operating Performance
VERSO PAPER: Moody's Assigns Prov. B2 Rating on $225MM Sr. Loan

VIGNAHARA LLC: Case Summary & 20 Largest Unsecured Creditors
VIGNAHARA LLC: Requests Access to Hotel Lenders' Cash Collateral
WESCO INT'L: S&P Rates $350MM Sr. Unsecured Notes Due 2024 'BB-'
WILLIAM THORNER: Wants Okay to Use Cash Collateral to Pay Taxes
WME IMG: Moody's Affirms B2 CFR, Outlook Remains Stable

[*] Moody's Takes Neg. Rating Actions on 7 Payday and Title Lenders

                            *********

181 WEST 135TH: Hires Robinson Brog as Counsel
----------------------------------------------
181 West 135th LLC seeks authorization from the Hon. Nancy Hershey
Lord of the U.S. Bankruptcy Court for the Eastern District of New
York to employ Robinson Brog Leinwand Greene Genovese & Gluck P.C.
as counsel, effective May 4, 2016.

The Debtor requires Robinson Brog to:

   (a) provide advice to the Debtor with respect to its powers and

       duties under the Bankruptcy Code in the continued operation

       of its business and the management of its property and/or
       assets;

   (b) negotiate with creditors of the Debtor, preparing a plan of

       reorganization and taking the necessary legal steps to
       consummate a plan, including, if necessary, negotiations
       with respect to financing a plan;

   (c) appear before the various taxing authorities to work out a
       plan to pay taxes owing in installments;

   (d) prepare on the Debtor's behalf necessary applications,
       motions, answers, replies, discovery requests, forms of
       orders, reports and other pleadings and legal documents;

   (e) appear before this Court to protect the interests of the
       Debtor and its estate, and representing the Debtor in all
       matters pending before this Court;

   (f) perform all other legal services for the Debtor that may be

       necessary herein; and

   (g) assist the Debtor in connection with all aspects of this
       chapter 11 case.

Robinson Brog will be paid at these hourly rates:

       Shareholders              $400-$665
       Associates                $250-$465
       Paralegals                $175-$300

Robinson Brog will also be reimbursed for reasonable out-of-pocket
expenses incurred.

On May 18, 2016, Robinson Brog received a third party post-petition
payment in the amount of $22,000 from Renaissance Realty Group LLC.
The third party post-petition payment included payment of the
$7,843.50 pre-petition charges that were written off by Robinson
Brog as well as $14,146.50 representing the bankruptcy retainer,
inclusive of the $1,717.00 chapter 11 filing fee.

A. Mitchell Greene, shareholder of Robinson Brogg, 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.

Robinson Brogg can be reached at:

       A. Mitchell Greene, Esq.
       ROBINSON BROG LEINWAND GREENE
       GENOVESE & GLUCK P.C.
       875 Third Avenue
       New York, NY 10022

                   About 181 West 135th

181 West 135th LLC, based in Brooklyn, N.Y., filed a Chapter 11
petition (Bankr. E.D.N.Y. Case No. 16-41960) on May 4, 2016.  The
Hon. Nancy Hershey Lord presides over the case.  Arnold Mitchell
Greene, Esq., at Robinson Brog Leinwand Greene & Gluck P.C., as
bankruptcy counsel.

In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities.  The petition was signed by Samuel
Kairy, member of RRG 5 LLC, member and operating manager.


270 BERGER REAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: 270 Berger Real Estate, LLC
        2132 84th Street
        Brooklyn, NY 11214

Case No.: 16-21006

Chapter 11 Petition Date: June 6, 2016

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Debtor's Counsel: Timothy P. Neumann, Esq.
                  BROEGE, NEUMANN, FISCHER & SHAVER LLC
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: 732-223-8484
                  Fax: 732-223-2416
                  E-mail: timothy.neumann25@gmail.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Joseph Plotzker, managing member.

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


ABB/CON-CISE OPTICAL: S&P Rates New 4450MM 1st Lien Loans 'B'
-------------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
Coral Springs, Fla.-based ABB/Con-Cise Optical Group LLC.  The
outlook is negative.

S&P also assigned its 'B' issue rating to the company's proposed
$450 million first-lien credit facilities (consisting of a $100
million five year revolver and $350 million seven year term loan)
with a recovery rating of '3', indicating S&P's opinion that
creditors could expect meaningful (50% to 70%, at the lower half of
the range) recovery in the event of a payment default.

At the same time, S&P assigned its 'CCC+' issue rating to the
proposed $160 million eight year second-lien term loan, with a
recovery rating of '6', indicating that creditors could expect
negligible (0% to 10%) recovery in the event of a payment default.

S&P's ratings assume the transaction closes on substantially the
terms presented to S&P.  S&P will withdraw its 'B+' issue rating on
ABB's existing bank credit facility following its repayment. Debt
outstanding pro forma for the proposed transaction is
$510 million.

The rating affirmation with a negative outlook reflects S&P's
opinion that the company will have less financial flexibility
following this transaction while litigation remains a risk to the
company.  S&P estimates the proposed dividend recapitalization will
increase pro forma debt to EBITDA to 7x and weaken ABB's ability to
service debt, including interest coverage closer to 2x compared
with 4x for the fiscal year ended Dec. 31, 2015.  Although S&P
expects the company to generate decent cash flows, it faces
litigation risk with respect to alleged anti-competitive behavior,
and S&P thinks it's possible a class action could be certified
within the next year.  Given the transaction's meaningful dividend
(which will return a substantial amount of the financial sponsor's
total investment in ABB) and unresolved potential legal risk, S&P
believes the potential for a lower rating is now more pronounced,
and that class action certification could occur in the first half
of 2017.

S&P's ratings on ABB also reflect the company's ownership by a
financial sponsor, its narrow business focus, vulnerability to
decisions made by the four major contact lens suppliers, and the
ability of customers to switch distributors fairly easily.  The
ratings also reflect the company's solid 40% share of the wholesale
contact lens distribution market, including over 70% of the
independent eye care professional (ECP) segment; its participation
in an industry with stable end-user demand and satisfactory growth
prospects; the potential to add more customers and leverage its
existing distribution centers; and its low capital expenditure
requirements.

The negative outlook reflects ABB's reduced financial flexibility
and pro forma credit ratio deterioration that will result from the
proposed debt-financed distribution.  It also incorporates the risk
of unfavorable litigation developments over the next year,
including the potential for certification of a class action against
several defendants, including ABB.


AFFINITY GAMING: S&P Raises CCR to 'B+' on Proposed Refinancing
---------------------------------------------------------------
S&P Global Ratings said it raised the corporate credit rating on
Las Vegas-based Affinity Gaming one notch to 'B+' from 'B'.  The
rating outlook is stable.

At the same time, S&P assigned Affinity's proposed new $375 million
senior secured credit facility (consisting of a $75 million
revolving credit facility due 2021 and a $300 million term loan due
2023) an issue-level rating of 'BB-' and a recovery rating of '2',
indicating S&P's expectation for substantial (70% to 90%; lower
half of the range) recovery for lenders in the event of a payment
default.

Affinity plans to use the proceeds from the proposed debt issuance,
along with approximately $90 million excess cash on the balance
sheet, to refinance its existing capital structure and to pay
transaction fees, expenses, and debt breakage costs.  S&P plans to
withdraw its issue-level and recovery ratings on the company's
existing debt when it is repaid.

"The upgrade reflects our forecast for meaningful improvement in
Affinity's credit measures because of expected debt reduction in
conjunction with the proposed refinancing transaction," said S&P
Global Ratings credit analyst Stephen Pagano.

The company has announced that it intends to utilize approximately
$90 million of excess cash to reduce debt balances.  Under S&P's
base-case forecast, it now expects leverage will improve to the
mid-4x area in 2016 because of planned debt repayment coupled with
S&P's expectation for good operating performance, compared to its
previous expectation of the mid-5x area.  Further, S&P anticipates
EBITDA coverage of interest to improve to the 3x area by 2016
compared to S&P's prior forecast of the low- to mid-2x range. These
improved credit measures are aligned with an improved financial
risk assessment of aggressive from the current highly leveraged
assessment.  S&P believes that Affinity's plans to utilize a
significant amount of excess cash to repay debt combined with
recent improvements in operating performance will facilitate a
successful refinancing of the company's capital structure.

The stable outlook reflects S&P's expectation that the company will
successfully complete the proposed refinancing transaction as
outlined and will sustain good operating performance such that
adjusted leverage will improve to the low- to mid-4x area and
EBITDA coverage of interest will improve to the high-3x area by
2017.


ALIKE INC: Seeks to Hire Eric A. Liepins as Legal Counsel
---------------------------------------------------------
Alike, Inc. seeks approval from the U.S. Bankruptcy Court for the
Northern District of Texas to hire Eric A. Liepins, P.C. as its
legal counsel.

Liepins will be paid on an hourly basis and will receive
reimbursement for work-related expenses.  Eric Liepins, Esq., sole
shareholder of the firm, will be paid $275 per hour for his
services while paralegals and legal assistants will receive $30 to
$50 per hour.

Mr. Liepins disclosed in a court filing that his firm does not
represent any interest adverse to the Debtor or its estate.

The firm can be reached through:

     Eric A. Liepins, Esq.
     Eric A. Liepins, P.C.
     12770 Coit Rd., Suite 1100
     Dallas, Texas 75251
     Phone: (972) 991-5591
     Fax: (972) 991-5788
     Email: eric@ealpc.com

                         About Alike Inc.

Alike, Inc. sought protection under Chapter 11 of the Bankruptcy
Code in the Northern District of Texas (Dallas) (Case No. 16-32174)
on June 2, 2016.  

The petition was signed by Gregory Achilike, president.  The
case is assigned to Judge Harlin DeWayne Hale.

The Debtor disclosed total assets of $2.51 million and total debts
of $1.75 million.


ALORICA INC: S&P Assigns 'BB-' CCR, Outlook Stable
--------------------------------------------------
S&P Global Ratings said it assigned its 'BB-' corporate credit
rating to Irvine, Calif.-based Alorica Inc.  The outlook is
stable.

At the same time, S&P assigned a 'BB' issue-level rating and '2'
recovery rating to the company's senior secured credit facilities,
which include a $445 million term loan A, a $225 million revolving
credit facility, and a $450 million term loan B.  The '2' recovery
rating indicates S&P's expectation for substantial (70%-90%; lower
end of the range) recovery in the event of a payment default.

Alorica will use the proceeds from the proposed debt to pay off
EGS's debt, pay fees and expenses, and repay a portion of its
existing revolver balance.

"The rating on Alorica reflects pro forma adjusted leverage in the
mid-3x area along with operations in the highly competitive and
fragmented BPO industry, significant revenue concentration among
its top customers, and weak profitability relative to other telecom
peers, with pro forma reported EBITDA margins in the
low-double-digit percent area," said S&P Global Ratings credit
analyst Rose Askinazi.

The company's scale and solid free cash flow generation partially
offset these factors.

The stable outlook reflects S&P's expectation that EBITDA growth
from recent acquisitions and expected debt repayment will lead to
leverage declining below 3x over the next 12 months.


ALPHA NATURAL: Court OKs Termination of Retiree Plans
-----------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
Alpha Natural Resources' motion for an order (a) authorizing
termination of the Debtors' (i) three non-qualified deferred
compensation plans and (ii) two supplemental employee retirement
plans (together, the SERP Plans); (b) directing Bank of America as
trustee to return to any Debtor that has contributed to a deferred
compensation plan on behalf of its employees or directors and (c)
rejecting trust agreements.

BankruptcyData.com previously reported, "The Debtors' proposed
termination of the Plans satisfies both the horizontal and
vertical/reasonable expectations tests and is thus authorized by
section 363(c) of the Bankruptcy Code. With respect to the
horizontal test, the modification and/or termination of
supplemental benefit plans is a common practice for companies
within various industries, including the coal industry. . . .
Moreover, the Debtors have previously amended the Plans on several
occasions in the ordinary course of their business, thus putting
plan participants on further notice of the possibility of future
modifications or termination. Termination of the Plans therefore
satisfies the vertical, or reasonable expectations, test as well.
Because the relief sought herein satisfies both the horizontal and
vertical (or reasonable expectations) tests, the Debtors are
authorized by section 363(c) of the Bankruptcy Code to terminate
the Plans, without further notice and a hearing, because such
actions are in the ordinary course of the Debtors' business."

                 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.


ALPHA NATURAL: Funds Seek Review of Retiree Benefits Termination
----------------------------------------------------------------
BankruptcyData.com reported that the United Mine Workers of America
Combined Benefit Fund and the United Mine Workers of America 1992
Benefit Plan filed with the U.S. Bankruptcy Court a motion for
reconsideration of the Court's May 24, 2016 order on the Coal Act
Funds' Section 1114 objection.

According to the report, the motion asserts that reconsideration is
warranted because new evidence emerged in the days following trial.
The motion explains, "The prospect that the Debtors will receive
$139.5 million more than they had reason to expect on May 9 may
alter what is 'necessary' to effect the Debtors' restructuring.
This marginal cash balance, standing alone, would allow the Debtors
to satisfy their Coal Act obligations for 20 years without
disturbing the Debtors' other existing plans . . . . The Court
granted the Debtors' motion on a state of facts that no longer
exists. Those facts changed in the days following the Court's bench
ruling, when the Debtors agreed to fund their single-employer
defined-benefit pension plans on an ongoing basis, and the 'buyer'
-- the lenders who will own NewCo -- agreed to finance it. They
changed even more dramatically when the Debtors learned that they
would be receiving significant new cash on account of the PLR
assets. All this new evidence shows that rejecting the Debtors'
Coal Act obligations was and is not 'necessary to permit the
reorganization of the' Debtors and that 'all of the affected
parties' are not 'treated fairly and equitably.' 11 U.S.C. section
1114(g) (3). The new evidence was not reasonably available or
discoverable by the Funds before the May 9 hearing. At the hearing,
the Debtors' witnesses were asked specifically about the status of
the Debtors' business plan and whether changes were coming . . . .
The Coal Act Funds have not been negotiating with the Debtors and
are not in a position to know about changes to the Debtors' plan or
financial projections until the Debtors choose to disclose them . .
. . In light of the new evidence, the Funds request reconsideration
of the 1114 Order and, so that the Coal Act Funds may present their
case to the Court, that the Funds be granted leave to take targeted
discovery on the terms of the Debtors' agreement to fund their
single employer defined-benefit obligations and the source of
funding therefore."

The Court scheduled a June 28, 2016 hearing on the motion,
according to BankruptcyData.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.


AMERICOLD REALTY: Moody's Puts B3 CFR on Review for Upgrade
-----------------------------------------------------------
Moody's Investors Service placed its ratings for Americold Realty
Trust's under review for upgrade, including the B3 Corporate Family
Rating (CFR), B3-PD Probability of Default Rating (PDR) and B3
(LGD3) Senior Secured Term Loan B.

                        RATINGS RATIONALE

The review follows Americold's announcement that it is planning a
Senior Secured Term Loan B add-on to its existing term loan.
Proceeds are expected to be used to repay a Commercial Mortgage
Backed Security ("CMBS") obligation maturing in December 2016.
Should the transaction be completed as planned, Moody's expects to
upgrade Americold's ratings, including the CFR and the Senior
Secured Term Loan B to B2 from B3.

With the cash to satisfy the near term maturing CMBS, Americold
will have adequate liquidity.  While Americold would not have any
meaningful scheduled debt maturities until 2020, Americold's
sizable planned capex and dividends are in excess of cash flow from
operations and the company carries a low amount of cash relative to
its revenue.  Americold has been, and is expected to be, free cash
flow breakeven at best.

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

This is a summary of Moody's ratings and rating actions for
Americold Realty Trust:

  Probability of Default Rating, Placed on Review for Upgrade,
   currently B3-PD
  Corporate Family Rating, Placed on Review for Upgrade, currently

   B3
  Senior Secured Bank Credit Facility, Placed on Review for
   Upgrade, currently B3 (LGD3)

Americold is a leading provider of cold storage services
headquartered in Atlanta, and is organized as a real estate
investment trust.  The firm is focused on the ownership, operation,
development and acquisition of temperature-controlled real estate.
Americold also provides additional services including warehouse
handling and value-add logistics services to manage the entire
temperature-controlled supply chain.


AMERICOLD REALTY: S&P Affirms 'B+' CCR, Outlook Remains Stable
--------------------------------------------------------------
S&P Global Ratings affirmed its ratings, including the 'B+'
corporate credit rating, on Americold Realty Operating Partnership
L.P.  The outlook remains stable.

S&P also revised its assessment of Americold's liquidity score to
adequate from less than adequate based on the proposed refinancing
of its December 2016 CMBS maturity.  None of the ratings on
Americold, including the rating on its upsized term loan B, were
affected by the assessment change.

Americold is planning to increase the size of its term loan B and
use the proceeds to repay the $375 million obligation of its CMBS
debt due in December 2016.  S&P believes this transaction will
improve Americold's liquidity by extending its near-term
maturities.  S&P do not expect the company's credit ratios to
weaken from current levels despite the slight increase in debt.
S&P expects 2016 forecasted debt-to-EBITDA and funds from
operations (FFO) to debt to remain in line with its expectations of
7.5x-8.0x and 6%-8%, respectively, in 2016.  For the year ended
Dec., 31, 2015, debt to EBITDA was 8.1x and FFO/debt was 5.3%.

S&P's ratings on Americold take into account the company's leading
market position as the largest global cold storage warehousing and
logistics provider, the relatively stable and less cyclical market
in which it competes, its good customer and end-market diversity,
and the stability and visibility of its profit and revenue streams.
S&P's ratings also incorporate the company's elevated debt levels
and weak credit measures and take into consideration the
characteristics of the overall logistics space, which is large,
very fragmented, and highly competitive.


AMY E. SINES: Disclosure Statement Approval Hearing on July 19
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois set
a hearing for July 19 at 10:30 a.m. to consider approval of the
Second Amended Disclosure Statement explaining the Modified Plan
for debtor Amy E. Sines.  In the event that the Disclosure
Statement is approved, the Court will immediately commence a
hearing to consider confirmation of the Plan.

The Plan and Disclosure Statement were filed on May 19.

Objections to the approval of the disclosure statement or
confirmation of the Plan must be filed by July 8.  Plan votes are
also due on this day.

The deadline for filing complaints objecting to the Debtor's
discharge under Sec. 727 of the Bankruptcy Code is July 19.

Amy E. Sines filed a Chapter 11 petition (Bankr. N.D. Ill. Case No.
15-17229) on May 14, 2015.


ASCENA RETAIL: S&P Lowers CCR to 'BB-' on Weak Operating Results
----------------------------------------------------------------
S&P Global Ratings said it has lowered its corporate credit rating
on the Mahwah, N.J.-based specialty retailer Ascena Retail Group
Inc. to 'BB-' from 'BB'.  The rating outlook is stable.

At the same time, S&P lowered its issue-level rating on the
company's senior secured term loan facility to 'BB' from 'BB+'. The
'2' recovery rating is unchanged, reflecting S&P's expectation for
substantial recovery (70%-90%; lower half of the range) of
principal in the event of a payment default.

"The rating action reflects the company's continued weakened
operating performance -- a trend we expect to continue over the
next 12 months," said S&P Global Ratings credit analyst Mathew
Christy. "We believe negative same-store sales across Ascena's
major brands and continued EBITDA margin decline, versus fiscal
year 2015, are likely for the rest of this fiscal year, despite the
company's ongoing operating cost and sourcing initiatives."  S&P
believes Ascena, like many retail apparel peers, has lost market
share to fast fashion, and online and off-price retailers because
these operators offer the more compelling value and greater
convenience to consumers.  As such, S&P projects that the company's
comparable revenue will decline by about 5% in fiscal 2016 and by
3% in fiscal 2017, resulting in weaker credit metrics than S&P's
previous expectations.

The stable outlook reflects S&P's expectation that although
operating performance will remain weak in at least the next twelve
months, EBITDA will expand on inclusion of the recently acquired
Ann Inc. Unit, resulting in somewhat improved credit metrics,
including debt to EBITDA in the mid-to-high 3x range at the end of
fiscal 2017 ending in July 2017.

A higher rating is unlikely in the near term, given S&P's
expectation of the challenging operating environment and the
company's negative operating trends.  Still, S&P could raise the
rating if the company improves operating performance with positive
comparable sales supported by effective merchandising and improved
results at brands such as Justice, resulting in leverage in the low
3x range or lower and FFO to debt greater than 20%.  This could
happen if sales grow 2% or more and EBITDA margins expand by at
least 150 basis points over S&P's projections while debt remains
generally consistent.

S&P could lower the ratings if the company experiences sustained
challenging operating performance, with meaningful negative
same-store sales trends across key brands on a sustained basis and
suffer continuing margin contraction.  S&P believes this will cause
it to reassess the company's operating efficiency and/or
competitive advantage in the specialty apparel space.  This could
result from continued ineffective merchandising leading to
comparable sales falling at a mid-to-high single digit rate.  Under
this scenario, adjusted leverage would likely remain greater than
4x.


AVITA ARTESIAN: Taps Don Darnell as Bankruptcy Counsel
------------------------------------------------------
Avita Artesian Water, LLC, seeks permission from the Hon. Daniel S.
Opperman of the U.S. Bankruptcy Court for the Eastern District of
Michigan to employ Don Darnell, Esq., who has an office in Dexter,
Michigan, as bankruptcy counsel.

Mr. Darnell will:

      a. represent the Debtor in this Chapter 11 case and advise
         the Debtor as to its rights, duties and powers as a
         debtor-in-possession;

      b. prepare and file all necessary statements, schedules, and

         other documents and to negotiate and prepare one or more
         plans of reorganization for the Debtor;

      c. represent the Debtor at all hearings, meetings of
         creditors, conferences, trials, and other proceedings in
         this case; and

      d. perform other legal services as may be necessary in
         connection with this case.

Mr. Darnell will be paid $300 per hour for his services.

Mr. Darnell assures the Court that he is a disinterested person, as
that term is defined in the Bankruptcy Code, and does not hold nor
represent an interest adverse to the estate with respect to the
matters in which he is now employed.

Mr. Darnell can be reached at:

         Don Darnell, Esq.
         7926 Ann Arbor Street
         Dexter, MI 48130
         Tel. (734) 424-5200
         E-mail: dondarnell@darnell-law.com

Avita Artesian Water, LLC, dba Avita Water, LLC, dba Avita Water,
dba Avita, filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Mich. Case No. 12-21190) on April 9, 2012.  Donald C. Darnell,
Esq., serves as the Debtor's bankruptcy counsel.


B&B FITNESS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: B&B Fitness and Barbell, Inc.
           aka Elevations Health Club
        PO Box 295
        Scotrun, PA 18355

Case No.: 16-02387

Chapter 11 Petition Date: June 6, 2016

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Wilkes-Barre)

Judge: Hon. Robert N Opel II

Debtor's Counsel: Philip W. Stock, Esq.
             LAW OFFICE OF PHILIP W. STOCK
                  706 Monroe Street
                  Stroudsburg, PA 18360
                  Tel: 570 420-0500
                  Fax: 570 338-0920
                  Email: pwstock@ptd.net

Total Assets: $413,600

Total Liabilities: $2.38 million

The petition was signed by Robert Bishop, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/pamb16-02387.pdf


BALTIMORE GRILL: Ch.11 Trustee Hires Fox Rothschild as Attorney
---------------------------------------------------------------
Catherine E. Youngman, the Chapter 11 Trustee of Baltimore Grill,
Inc., seeks permission from the Hon. Jerrold N. Poslusny, Jr. of
the U.S. Bankruptcy Court for the District of New Jersey to employ
Fox Rothschild LLP as attorneys for the Trustee.

The Trustee requires Fox Rothschild to provide these services:

   (a) investigation and prosecution of claims on behalf of the
       Trustee and the Debtor's estate;

   (b) preparation of notices, applications, motions,
       certifications, and complaints, and the prosecution or
       settlement thereof, on behalf of and for the benefit of
       the Trustee and the debtor's estate;

   (c) assistance to the Trustee in connection with the
       liquidation of the assets of the estate as is appropriate
       under the circumstances;

   (d) preparation of correspondence to and attendance at
       conferences with the debtor and creditors of the estate,
       the Court, the Office of the United States Trustee and
       parties in interest; and

   (e) any other purpose that is necessary and proper to assist
       the Trustee in carrying out his duties in the
       administration of the estate.

Fox Rothschild will be paid at these hourly rates:

       Michael Viscount         $670
       Catherine E. Youngman    $575
       Michael R. Herz          $375
       Partners                 $400-$700
       Associates               $250-$450
       Paralegals               $215-$315

Fox Rothschild will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Catherine E. Youngman 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.

Robinson Brogg can be reached at:

       Catherine E. Youngman, Esq.
       FOX ROTHSCHILD LLP
       75 Eisenhower Parkway, Suite 200
       Roseland, NJ 07068
       Tel: (973) 992-4800
       Fax: (973) 992-9125

Baltimore Grill, Inc., aka Tony's Baltimore Grill, based in
Atlantic City, N.J., filed a Chapter 11 petition (Bankr. D. N.J.
Case No. 16-10816) on January 18, 2016.  The Hon. Jerrold N.
Poslusny Jr. presides over the case.  Ira Deiches, Esq., at Deiches
& Ferschmann, served as counsel.  In its petition, the Debtor total
assets of $1.09 million and total liabilities of $939,063.  The
petition was signed by Michael A. Tarsitano, director.

On May 24, 2016, the Court granted the request of the U.S. Trustee
to appoint a Chapter 11 trustee.  Subsequently, Catherine E.
Youngman was named as the Chapter 11 Trustee.

The Court denied the request of the Debtor to hire Michael A. Fusco
II, Esq., as Special Counsel/Provisional Director.


BARBARA MAGNUSSON: Colorado Property Sold for $40,000
-----------------------------------------------------
Barry W. Frost, Chapter 11 Trustee for the estate of debtor Barbara
Magnusson, won approval from the Bankruptcy Court to sell the
estate's interest in real property located at 29926 Rock Point
Trail, Oak Creek, Colorado 80467.  Judge Christine M. Gravelle
approved the sale of the property to the buyer for the sum of
$40,000.  The real estate brokers' commission will be paid upon
proper application and approval by the Court.  The Trustee's sale
of the estate's interest in the Property is "AS IS" and "WHERE IS"
without any representation(s) of any kind as to the condition or
title.  The Debtor and Rock Point Group, LLC, have waived any
claimed exemption and/or right to receive payment of any proceeds
of the sale transaction.

The case is, In re Barbara Magnusson sought Chapter 11 protection
(Bankr. D.N.J. Case No. 13-31122) on Sept. 27, 2013.  The Debtor
tapped Bunce Atkinson, Esq., at Atkinson & DeBartolo, as counsel.

Barry W. Frost, the Chapter 11 Trustee, is represented by:

         LAW FIRM OF BRIAN W. HOFMEISTER, LLC
         Brian W. Hofmeister, Esq.
         691 State Highway 33
         Trenton, New Jersey 08619
         Tel: (609) 890-1500
         Fax: (609) 890-6961
         E-mail: bwh@hofmeisterfirm.com


BDF ACQUISITION: S&P Affirms 'B' CCR, Outlook Stable
----------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on BDF
Acquisition Corp.  The outlook is stable.

At the same time, S&P also affirmed its 'B' issue-level rating on
the senior secured first-lien term loan facility.  The recovery
rating is '3', indicating S&P's expectation for meaningful recovery
(lower end of the 50% to 70% range) in the event of a payment
default or bankruptcy.

"BDF is a small-sized player participating in the highly
competitive and fragmented furniture retailing industry with
intense competition from bedding specialty stores, department
stores, direct-to-consumer online retailers, and discount
department stores that collectively offer a broad assortment of
items with a lower concentration at entry level prices," said
credit analyst Olya Naumova.  "The company has plans for
increasingly aggressive store growth and the risks of executing
that growth, particularly in new and unproven markets, can
potentially limit earnings expansion in the coming years."

The stable rating outlook on BDF Acquisition Corp. reflects S&P's
expectation that modestly improving fundamentals in the housing
market should offset restrained U.S. consumer spending on
bigger-ticket items amid a gradual economic recovery.  S&P
anticipates BDF will continue to effectively execute its store
growth strategy and be able to decrease the leverage to below 6.0x
by the end of 2016, with EBITDA growth offsetting increased debt
from the debt-financed dividend recap.

S&P could lower its ratings if the company's execution of store
growth is weaker than expected, resulting in lower profitability
and a lack of improvement in credit protection measures.  This
could result from slower-than-expected sales growth in
mid-single-digits and a 100-basis-point (bp) decline in gross
margin, causing leverage to exceed the 6.0x area on a sustained
basis.  Any additional leveraged distribution to the company's
financial sponsors could also have a negative impact on the
rating.

Although unlikely in the next year, S&P could raise its ratings if
the company continues to improve margins meaningfully, and
successfully expand its top-line through new store growth and
positive same-store sales, leading to leverage that sustains below
5x.  This scenario would include S&P's view that the leverage is
supported by financial policy and the likelihood of leverage
increasing above 5x is minimal.  In that case, S&P could favorably
revise its assessment of the company's financial risk profile and
financial policy score as it relates to the financial sponsor.


BELK INC: Bank Debt Trades at 18% Off
-------------------------------------
Participations in a syndicated loan under which BELK, Inc is a
borrower traded in the secondary market at 82.30
cents-on-the-dollar during the week ended Friday, June 3, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 2.95 percentage points from the
previous week.  BELK, Inc pays 450 basis points above LIBOR to
borrow under the $1.5 billion facility. The bank loan matures on
Nov. 19, 2022 and carries Moody's B2 rating and Standard & Poor's
B+ rating.  The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended June 3.


BRAND ENERGY: Bank Debt Trades at 3% Off
----------------------------------------
Participations in a syndicated loan under which Brand Energy &
Infrastructure Services is a borrower traded in the secondary
market at 97.30 cents-on-the-dollar during the week ended Friday,
June 3, 2016, according to data compiled by LSTA/Thomson Reuters
MTM Pricing.  This represents an increase of 0.65 percentage points
from the previous week.  Brand Energy pays 375 basis points above
LIBOR to borrow under the $1.225 billion facility. The bank loan
matures on Nov. 12, 2020 and carries Moody's B2 rating and Standard
& Poor's B rating.  The loan is one of the biggest gainers and
losers among 247 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended June 3.


BUFFETS LLC: Wins Approval of $620,000 Sale of Property
-------------------------------------------------------
Judge Ronald B. King on June 1, 2016, entered an order approving
Buffets, LLC, et al.'s motion to sell real property.

The Debtors had sought approval to sell a real property at 2426
Laurens Road, Greenville County, South Carolina, to TVE, LLC, an
American record, film and television company, and its assigns in
exchange for $620,000.

Hilco Real Estate, LLC, the Debtors' court-approved real estate
consultants and advisors, received the buyer's offer unsolicited.

The Debtors had said they will entertain higher and better offers
if received by counsel for the Debtors prior to any hearing on this
request.

                        About Buffets LLC

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

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

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

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

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


CAESARS ENTERTAINMENT: Fights for Creditor Support for Ch. 11 Plan
------------------------------------------------------------------
Jacqueline Palank, writing for Daily Bankruptcy Review, reported
that Caesars Entertainment Operating Co.returned to bankruptcy
court June 7 where the casino operator's lawyers sought to rally
support for its $18 billion restructuring plan despite a notable
lack of support from some key creditor constituencies.

According to the report, in bankruptcy court on June 7, CEOC's
lawyer Nicole Greenblatt said the company has an "agreement in
principle" to secure the support of its official committee of
unsecured creditors for its restructuring plan and is "very close"
to reaching a deal with senior bondholders.  Senior bank lenders
don't support the plan, she added, nor do junior bondholders, the
report related.

"I think we are finally in a place where we are in agreement with
people other than ourselves," the report cited Ms. Greenblatt as
saying.

CEOC, the largest operating unit of publicly traded Caesars
Entertainment Corp., was scheduled on June 7 to ask Judge A.
Benjamin Goldgar to let it put its restructuring plan to a creditor
vote, the report further related.  But the work-in-progress nature
of the plan drew objections from creditors and a federal bankruptcy
watchdog, who said creditors can't vote on a plan that revolves
around a settlement of multibillion-dollar legal claims that hasn't
yet been inked, the report added.

                    About Caesars Entertainment

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

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

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

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

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

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

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

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


CAESARS ENTERTAINMENT: Seeks Halt to Suits as Mediation Breaks Down
-------------------------------------------------------------------
The American Bankruptcy Institute, citing Tracy Rucinski of
Reuters, reported that the bankrupt operating unit of Caesars
Entertainment Corp. asked a U.S. bankruptcy judge to block
creditors from pursuing litigation against its parent on June 6, as
talks aimed at resolving the complex case broke down with one group
of creditors, court papers showed.

According to the report, the possibility of reaching a consensual
agreement on a plan to exit bankruptcy looked remote on Monday
after an independent mediator brought in to broker a settlement
between the feuding parties said in a filing with the U.S.
Bankruptcy Court in Chicago that restructuring talks between the
nonbankrupt parent and junior creditors had reached a deadlock.

"It appears that there continues to be quibbling over who gets what
part of the pie," retired U.S. Bankruptcy Judge Bruce Markell, who
teaches law at Northwestern University, told Reuters.

While Caesars has said the lawsuits are without merit, the
operating unit said adverse rulings against the parent could
unravel its bankruptcy exit plan, put the parent in bankruptcy "and
return this restructuring to square one," the report related.

In May, Caesars appointed a retired bankruptcy judge to the new
role of chief restructuring officer after it warned it could be
forced into Chapter 11 bankruptcy protection, the report recalled.

U.S. Bankruptcy Judge Benjamin Goldgar will hold a hearing on the
request to halt the New York and Delaware litigation on June 8, a
day after a hearing on the bankrupt unit's disclosure statement,
which describes its plan to exit Chapter 11, the report further
related.

                    About Caesars Entertainment

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

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

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

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

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

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

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

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


CARROLS RESTAURANT: S&P Raises CCR to 'B', Outlook Stable
---------------------------------------------------------
S&P Global Ratings raised the corporate credit rating on Syracuse,
N.Y.-based Carrols Restaurant Group Inc. to 'B' from 'B-'.  The
outlook is stable.

At the same time, S&P raised the issue-level rating on the senior
notes to 'B' from 'B-'.  The recovery rating remains '4',
indicating S&P's expectations for average recovery in the event of
default, at the low end of the 30% to 50% range.

"The upgrade reflects the company's solid operating results and
outperformance of our expectations over the last 12 months.
Carrols has done a good job of acquiring new units at a more
prudent pace in the past year, while making the right investments
in its existing units to bolster performance and drive customer
traffic," said credit analyst Andrew Bove.  "We believe the
management team has demonstrated a good track record of acquiring
units and operating successfully in the quick-service restaurant
industry, and we expect positive trends in operating performance
and credit metrics will continue over the next 12 months."

The stable outlook reflects S&P's expectation that operating
performance will remain good over the next 12 months as a result of
continued operational improvement in newly acquired units, and
lower commodity costs relative to last year.  S&P also expects
credit metrics will show further modest improvement in fiscal 2016,
including debt to EBITDA in the mid-4.0x area.

S&P could consider a negative rating action if the company is
unable to sustain its recent good performance as a result of a
meaningful increase in risk appetite for new unit acquisitions,
along with poor execution of initiatives to improve operational
efficiency in new units.  This would lead to sales growth in the
high-single digits (compared with our base-case forecast of
low-teens sales growth) and gross margin contraction of 100 bps,
resulting in debt to EBITDA above 5.0x on a sustained basis.  The
weaker performance would also result in lower cash flow generation,
limiting the amount of capital that Carrols could reinvest into
improving newly acquired units.  S&P could also consider a negative
rating action if the company issued meaningful additional debt as a
result of a more aggressive new unit acquisition strategy.

S&P could take a positive rating action if Carrols continues to
deliver good operating results driven by further operational
improvement of its restaurant fleet, while showing prudent risk
management in its acquisitions of new Burger King units.  This
would result to an expansion of the company's revenue and EBITDA
base, and would result in margins remaining at or above current
levels, leading S&P to favorably revise its assessment of the
company's business risk.  S&P could also take a positive rating
action if the company improves debt to EBITDA to below 4.0x on a
sustained basis from continued EBITDA expansion, and S&P believes
that the risk of the company re-leveraging is minimal.


CEC ENTERTAINMENT: Bank Debt Trades at 3% Off
---------------------------------------------
Participations in a syndicated loan under which CEC Entertainment
Inc is a borrower traded in the secondary market at 97.46
cents-on-the-dollar during the week ended Friday, June 3, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.11 percentage points from the
previous week.  CEC Entertainment pays 350 basis points above LIBOR
to borrow under the $0.725 billion facility. The bank loan matures
on Feb. 18, 2021 and carries Moody's B2 rating and Standard &
Poor's B rating.  The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended June 3.



CHAMPAGNE SERVICES: Taps Westlake Legal Group as Counsel
--------------------------------------------------------
Champagne Services, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Virginia to hire Westlake Legal
Group as its legal counsel.

The services to be provided by the firm include assisting the
Debtor in formulating required filings, responding to pleadings
filed in its Chapter 11 case, and other legal services.

The hourly billing rates of Westlake Legal Groups' professionals
and paraprofessionals expected to be most actively involved in the
case are:

     Thomas K. Plofchan, Jr.     Partner     $500
     Whitney Lawrimore Hughes    Associate   $265
     Jennifer M. Guida           Associate   $275
     Christopher R. Hudspeth     Associate   $265
     Patricia M. Naughten        Paralegal   $150

Mr. Plofchan disclosed in a court filing that he does not hold or
represent any interest adverse to the Debtor's estate and its
creditors.

Westlake Legal Group can be reached through:

     Thomas K. Plofchan, Jr.     
     Whitney Lawrimore Hughes    
     46175 Westlake Drive, Suite 320
     Potomac Falls, VA 20165
     Telephone: (703) 406-7616
     Facsimile: (703) 444-9498
     tplofchan@westlakelegal.com
     wlawrimore@westlakelegal.com

                    About Champagne Services

Champagne Services, LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Case No. 16-11683)
on May 12, 2016.


CHICORA LIFE CENTER: 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 Chicora Life Center, LC.

                    About Chicora Life Center

Chicora Life Center, LC, sought protection under Chapter 11 of the
Bankruptcy Code in the District of South Carolina (Charleston)
(Case No. 16-02447) on May 16, 2016.  

The petition was signed by Jeremy K. Blackburn, property manager.
The Debtor is represented by G. William McCarthy, Jr., Esq., at
McCarthy Law Firm, LLC.

The Debtor disclosed total assets of $48.3 million and total debts
of $22.09 million.


CHILDREN'S TRUST: S&P Retains BB Rating on CreditWatch Negative
---------------------------------------------------------------
S&P Global Ratings continues to monitor developments that could
affect Children's Trust's series 2002, a tobacco fee settlement
transaction, and stated that the three 'BB (sf)' ratings on the
transaction remain on CreditWatch with negative implications
following their initial April 25, 2016, placement.  On that date,
S&P lowered the ratings on two bonds and placed the ratings on the
three outstanding bonds on CreditWatch negative, reflecting S&P's
view of the increased risk to the transaction on account of the
debt moratorium legislation passed in Puerto Rico on April 6,
2016.

Children's Trust made its scheduled payments on the three bonds on
the May 15, 2016, payment date.  S&P notes that in April 2016, the
transaction received approximately $70 million from the tobacco
settlement payments, a portion of which was used to make the May
15, 2016 payments, with the remainder being held in escrow for the
payments due on Nov. 15, 2016.  Additionally, the transaction
continues to have a substantial liquidity reserve of $83 million to
cover noteholder payments if collections are insufficient.  The
ratings on the bonds remain on CreditWatch negative, reflecting the
uncertainty to the transaction presented by the Commonwealth's debt
moratorium bill.

S&P intends to resolve the CreditWatch negative placements on all
three outstanding series of bonds after observing how the
developments in the situation evolve.  S&P will continue to follow
further developments in Puerto Rico, including new legislation such
as the Promesa (Puerto Rico Oversight, Management, and Economic
Stability Act) bill pending in Congress, any legal actions
undertaken by investors, the indenture trustee, or any other
transaction parties, and S&P will take actions as it deems
appropriate.


CLAYTON B. OBERSHEIMER: Taps Amigone as Legal Counsel
-----------------------------------------------------
Clayton B. Obersheimer, Inc. seeks approval from the U.S.
Bankruptcy Court for the Western District of New York to hire
Amigone, Sanchez & Mattrey, LLP as its legal counsel.

The firm, as general counsel, will represent the Debtor during the
course of its bankruptcy case in connection with all legal matters
for which it may require legal assistance.

The current hourly rates of the attorneys who will render services
to the Debtor are:

     Arthur G. Baumeister, Jr.   $275
     Scott Bogucki               $150

Mr. Baumeister disclosed in a court filing that the firm does not
hold or represent any interest adverse to the Debtor's estate.

The firm can be reached through:

     Arthur G. Baumeister, Jr.   
     Amigone, Sanchez & Mattrey, LLP
     1300 Main Place Tower
     Buffalo, New York 14202
     Tel: (716) 852-1300
     Email: abaumeister@amigonesanchez.com

                  About Clayton B. Obersheimer

Clayton B. Obersheimer, Inc. sought protection under Chapter 11
of the Bankruptcy Code in the Western District of New York
(Buffalo) (Case No. 16-10901) on May 5, 2016.  

The petition was signed by Paul F. Hogan, Jr., chairman.  The
case is assigned to Judge Carl L. Bucki.

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


COALINGA REDEVELOPMENT: S&P Raises Rating on 2009C TABs to BB+
--------------------------------------------------------------
S&P Global Ratings raised its long-term rating to 'BB+' from 'BB'
on Coalinga Redevelopment Agency, Calif.'s series 2009C tax
allocation bonds (TABs).  The outlook is stable.

"The raised rating reflects our view of the agency's track record
of strong cash management," said S&P Global credit analyst Cody
Nelson.  "The rating further reflects our view of the agency's
improved maximum annual debt service coverage," Mr. Nelson added.

The project area consists of approximately 1,116 acres, covering
about 60% of the city of Coalinga.

Coalinga, with an estimated population of 16,700, is located in the
western end of the San Joaquin County in Fresno County.


CONNTECH PRODUCTS: Tells Bank Its Will Procure a Buyer by June 21
-----------------------------------------------------------------
ConnTech Products Corporation has agreed to make a $12,500 payment
by June 15, 2016, and a $2,500 payment by June 21, 2016, to TD
Bank, N.A., its secured lender, in exchange for continued
permission to use cash collateral to make payroll and pay other
operating expenses.  TD Bank will also receive postpetition
replacement liens on the Debtor's assets.  Additionally, the Debtor
agrees to "procure a buyer" by June 21.  The Court will review this
Cash Collateral Stipulation at 2:00 p.m. on June 21, 2016.  

TD Bank is represented by:

          Scott C. DeLaura, Esq.
          PALUMBO & DELAURA, LLC
          528 Chapel Street
          New Haven, CT 06511
          Telephone: (203) 773-1113

                      About Conntech Products

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

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

                           *     *     *

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

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




DBDFW3 LLC: Plan Proposes $500K Monthly Payment to Unsecureds
-------------------------------------------------------------
DBDFW3, LLC, filed with the U.S. Bankruptcy Court for the Northern
District of Texas, Fort Worth Division, an amended disclosure
statement explaining its bankruptcy-exit Plan.

The Debtor proposes to pay $500 per month to the Unsecured
Creditor's Pool.

The Allowed Claims of Unsecured Creditors will include any claims
of Linear Investment Legacy, II, on its second lien position on the
property located at 10014 Cedar Lake Drive, in Aubrey, Texas.  To
the extent Linear asserts any lien claim against the Cedar Lake
Property, it is released by the Plan, and Linear is to be treated
solely as an unsecured creditor.

Additionally, Option One Mortgage has asserted a second lien
position on the property located at 1028 Shearwater Avenue, in
Aubrey, Texas.  To the extent Option One asserts any lien claim
against the Shearwater Property, it is released by this Plan, and
Option One as to the Shearwater Property is to be treated solely as
an unsecured creditor.

The Unsecured Creditors will share pro-rata in the Unsecured
Creditor's Pool. The Debtor shall pay $500 per month for a period
of 60 months into the Unsecured Creditors Pool. The Unsecured
Creditors will be paid quarterly on the last day of each calendar
quarter. Payments to the Unsecured Creditors will commence on the
last day of the first full calender quarter after the Effective
Date. The Debtor may pre-pay the Unsecured Creditors at any time.
Based upon the Debtor's Schedules that Class 11 Claims will be
approximately $100,000.

A full-text copy of the Amended Disclosure Statement is available
at http://bankrupt.com/misc/txnb15-44258-45.pdf

DBDFW3, LLC (Bankr. N.D. Tex., Case No. 15-42327) filed a Chapter
11 Petition on June 9, 2015.  The Debtor is represented by: Eric A.
Liepins, Esq.


DEASY ASSOCIATES: Unsecureds to Get 100% Under Plan
---------------------------------------------------
Deasy Associates, LLC, filed with the U.S. Bankruptcy Court for the
District of Massachusetts, Central Division, a proposed Chapter 11
disclosure statement for its post-confirmation modified plan of
reorganization, which estimate that the amount of the dividend to
general unsecured creditors will be equal to approximately 100% of
the creditors' allowed claims.

The Debtor's Modified Plan is a "pot" Modified Plan and relies upon
the proceeds from the following activities to fund the Modified
Plan: (i) the sale of an 0.80 acre lot of land on Little Sandy Pond
Road in Plymouth; (ii) the subdivision and sale of an adjacent
11.24 acre lot; and (iii) the proceeds from the recovery of a
default judgment from an adversary proceeding against Coastlines
Limited Partnership (docket 15-04003).

The Debtor asserts that the Distribution Fund will be sufficient to
satisfy all administrative, secured, and priority claims, and to
make a one-time lump sum distribution to the holders of allowed
unsecured claims.  The Modified Plan is deemed to be a "pot"
Modified Plan because the amount of the dividend to unsecured
creditors will be the amount available in the Distribution Fund
after satisfaction of the Debtor' administrative and priority
claims.

If the Distribution Fund is sufficient, a 100% dividend will be
paid to all creditors with allowed claims, and remaining funds will
be paid to the Debtor. In the event the Distribution Fund is not
sufficient to fund a 100% dividend, allowed claims will be paid on
a pro rata basis.

In addition to the satisfaction of the holders of administrative
and priority claims, and a distribution to unsecured creditors, the
Modified Plan contemplates the satisfaction of the claim secured by
a mortgage on the Debtor's real property.

A full-text copy of the Disclosure Statement is available at
http://bankrupt.com/misc/mab14-41882-134.pdf

Deasy Associates, LLC, owner of an 11.24-acre parcel of land in
Plymouth, Massachusetts, filed a Chapter 11 petition (Bankr. D.
Mass., Case No. 14-41882) on August 25, 2014.

The Debtor is represented by:

          Michael J. Tremblay, Esq.
          277 Main St.
          Marlborough, MA 01752
          Tel. 508-485-4500
          Fax. 508-449-3969
          Email: attorney@tremblay.com

             -- and --

          Matthew W. McCook, Esq.
          277 Main Street
          Marlborough, MA 01752
          Tel. (508) 281-1090
          Email: matt@mccooklaw.com


DECK CHASSIS: Moody's Assigns B1 CFR, Outlook Stable
----------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating to
Deck Chassis Acquisition Inc. and a B3 rating to the $325 million
senior secured notes due 2023 that Deck Chassis Acquisition plans
to issue.  The proceeds of the notes will be used to help finance
the acquisition of and to repay existing indebtedness of Direct
ChassisLink, Inc., a leading provider of chassis equipment to the
intermodal transportation industry.  The ratings outlook is
stable.

                          RATINGS RATIONALE

The B1 CFR considers DCLI's position as one of three main providers
of chassis rental equipment for the transportation of containerized
cargo, its attractive profit margins and ability to generate
positive free cash flow, balanced against high financial leverage
and the cyclical nature of the demand for transportation equipment.
DCLI has a fleet of approximately 120,000 chassis that it makes
available through equipment pools to steamship liners, beneficial
cargo owners, motor carriers and other logistics companies.  Access
to port terminals, capital required to build a sizeable fleet and
the efficiency of the pool structure in the industry, establish
barriers to enter this market and mitigate the risk of equipment
ownership by DCLI's customers.  While a substantial majority of the
company's revenues is derived from multi-year contractual
arrangements, DCLI remains susceptible, however, to the risk of an
economic downturn, specifically to lower US import and export
volumes.

Moody's expects EBITDA margins to increase in 2016 to just over
30%, calculated on a Moody's adjusted basis, up from close to 27%
in 2015.  The increase in margins is primarily due to a significant
reduction of costs associated with the acquisition of a fleet of
chassis in 2015.  DCLI's ability to manage expenses for chassis
maintenance and repair, often carried out by high-cost non-DCLI
employees at port terminals, is critical to sustaining EBITDA
margins at these levels.

Adjusted debt/EBITDA is expected to be approximately 5 times, which
Moody's considers high for a B1 rated company that operates in a
cyclical industry.  Taking into account an increase in requisite
investments to maintain the current fleet age of around 15 years,
free cash flow is expected to be $40 to 50 million annually,
benefiting from DCLI's nominal cash tax expenses due to available
net operating tax losses.  Moody's anticipates that DCLI will
continue pursuing fleet acquisitions, which would reduce cash
available for debt repayment.

Moody's considers Deck Chassis Acquisition's liquidity to be good,
taking into account its ability to generate considerable free cash
flow, the absence of material debt maturities until 2021 and the
$125 million that is expected to be available under the new $350
million asset-based revolving credit facility upon closing of the
transactions.

The stable outlook is predicated on Moody's expectation of a very
modest increase in chassis usage, an increase in the per diem rate
for merchant haulage and a continuing shift from billing steamship
liners towards merchant haulage with higher daily rates.  The
outlook also reflects Moody's expectation of an increase in EBITDA
margins to just over 30%.

The new $325 million senior secured notes due 2023 are rated B3,
two notches below the B1 CFR.  This reflects the higher ranking in
Moody's Loss Given Default analysis of the new $350 million
asset-based revolving credit facility that has a first-priority
claim on DCLI's assets compared to the second-priority security
interest of the notes.

The ratings could be upgraded if Deck Chassis Acquisition is able
to sustain EBITDA margins of at least 30%, while lowering
debt/EBITDA to 4 times and increasing EBIT/interest expense to 2.5
times.  The ratings could be downgraded if Moody's expects that
EBITDA margins remain at the 2015 level of close to 27%,
debt/EBITDA approaches 5.5 times, EBIT/interest expense decreases
to 1.5 times, or if free cash flow falls meaningfully below $40
million.

Assignments:

Issuer: Deck Chassis Acquisition Inc.
  Corporate Family Rating, Assigned B1
  Probability of Default Rating, Assigned B1-PD
  Senior Secured Regular Bond/Debenture, Assigned B3 (LGD5)

Outlook Actions:

Issuer: Deck Chassis Acquisition Inc.
  Outlook, Assigned Stable

The principal methodology used in these ratings was Global Surface
Transportation and Logistics Companies published in April 2013.

Deck Chassis Acquisition Inc. intends to acquire and to merge with
LJ Chassis Holdings, Inc., the direct parent of Direct ChassisLink,
Inc.  Headquartered in Charlotte, NC, Direct ChassisLink, Inc. is a
leading provider of equipment and asset management software
services to the U.S. intermodal industry. Revenues for the last 12
months ended March 2016 were approximately $343 million.


DESERT HOT SPRINGS: S&P Hikes Rating on 3 Bond Tranches to B-
-------------------------------------------------------------
S&P Global Ratings raised its long-term rating and underlying
rating (SPUR) to 'B-' from 'CCC+' on Desert Hot Springs
Redevelopment Agency, Calif.'s merged project area (MPA) series
2006, series 2008A-1, and series 2008A-2 tax allocation bonds
(TABs).  The outlook is stable.

"The raised ratings reflect our view of the project area's
improving assessed value," said S&P Global Ratings credit analyst
Jean Lee.  "The rating further reflects our view of the city's
improved financial position," Ms. Lee added.

The city is acting as successor agency to the redevelopment agency,
except regarding the housing functions, which were assumed by the
Desert Hot Springs Housing Authority.

The MPA is located in Desert Hot Springs, in California's Coachella
Valley.  The city is a tourist draw for its natural hot mineral
water spas and is historically a lower-income community than
neighboring Palm Springs and other more affluent resort
communities.



DISPOSAL TEJAS: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Disposal Tejas, LLC
        P.O. Box 3174
        Ozona, TX 76943

Case No.: 16-60064

Chapter 11 Petition Date: June 6, 2016

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

Judge: Hon. Robert L. Jones

Debtor's Counsel: Todd Jeffrey Johnston, Esq.
                  MCWHORTER COBB & JOHNSON, LLP
                  1722 Broadway
                  Lubbock, TX 79401
                  Tel: (806)762-0214
                  Fax: (806)762-8014
                  E-mail: tjohnston@mcjllp.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Francisco J. McGee, manager.

A list of the Debtor's 19 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb16-60064.pdf


DORAL FINANCIAL: Plan Confirmation Set for July 25; Outline Okayed
------------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
Doral Financial's Disclosure Statement and scheduled a July 25,
2016 hearing to consider the Amended Plan of Reorganization.
According to the Disclosure Statement, "The goal of the Plan is to
resolve outstanding Claims against and Equity Interests in the
Debtor. Although the Debtor does not intend to re-commence
commercial banking operations through a new subsidiary following
the Effective Date, the proposed Plan will permit the Debtor's
estate to continue winding down its operations and liquidating its
assets in an organized way that will maximize the value of its
assets for distribution to creditors. In particular, the Plan will
permit the Debtor to make substantial distributions to creditors in
the near term and best preserve the Debtor's ability to monetize
the Tax Attributes, which has the potential to meaningfully
increase creditor recoveries." The final ballot by which interested
parties must file ballots and/or objections for the Plan is July
11, 2016.

                About Doral Financial Corp.

Doral Financial Corp. (the "DFC") is a holding company whose
primary operating asset was equity in Doral Bank. DFC maintains
offices in New York City, Coral Gables, Florida and San Juan,
Puerto Rico. The company has three wholly-owned subsidiaries: Doral
Properties, Inc., Doral Insurance Agency, LLC, and Doral Recovery,
Inc.

On Feb. 27, 2015, regulators placed Doral Bank into receivership
and named the Federal Deposit Insurance Corp. as receiver. Doral
Bank served customers through 26 branches located in New York,
Florida, and Puerto Rico.

DFC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
15-10573) in Manhattan on March 11, 2015.  The case is assigned to
Judge Shelley C. Chapman. It estimated $50 million to $100 million
in assets and $100 million to $500 million in debt as of the
bankruptcy filing.


DREAMSCAPES LLC: Hires Mitchell & Hammond as Counsel
----------------------------------------------------
Dreamscapes, LLC asks for permission from the U.S. Bankruptcy Court
for the Western District of Oklahoma to employ Mitchell & Hammond
as counsel, retroactive to May 5, 2016 filing of the voluntary
petition and notice of opportunity for hearing.

The Debtor requires legal counsel to assist it in all matters
relating to the bankruptcy estate.

Mitchell & Hammond will be paid at these hourly rates:

       Attorneys                  $300
       Legal Assistants and
       Law Clerks                 $80

Mitchell & Hammond will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Gary D. Hammond of Mitchell & Hammond, 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.

Mitchell & Hammond can be reached at:

       Gary D. Hammond, Esq.
       MITCHELL & HAMMOND
       512 N.W. 12th Street
       Oklahoma City, OK 73103
       Tel: (405) 216-0007
       Fax: (405) 232-6358
       E-mail: gary@okatty.com

Dreamscapes, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
W.D. Okla. Case No. 16-11755) on May 5, 2016.  The Debtor is
represented by Gary D. Hammond, Esq., at Mitchell & Hammond.


DRM SALES & SUPPLY: Sale of Ford F-150 to Contractor Approved
-------------------------------------------------------------
DRM Sales & Supply, LLC, sought and obtained approval from the U.S.
Bankruptcy Court for the Western District of Texas to sell a 2010
Ford F-150 XLT Supercrew, VIN 1FTFW1CV4ADE76487, to Mr. Charles
"Bo" Jeffcoat for the cash price of $10,000.  The Vehicle has
100,653 miles on it.  The Vehicle is in fair to good condition with
moderate wear to the interior leather. The Vehicle’s mechanics
are in good condition.  Mr. Jeffcoat is purchasing the Vehicle in
conjunction with his agreement to provide sales services as an
independent contractor to the Debtor on a commission basis.  The
sale was approved by Judge Ronald B. King on June 1, 2016.

The Debtor's attorneys:

         MULLIN HOARD & BROWN, L.L.P.
         David R. Langston, Esq.
         Brad W. Odell, Esq.
         P.O. Box 2585
         Lubbock, Texas 79408-2585
         Telephone: (806) 765-7491
         Facsimile: (806) 765-0553
         E-mail: drl@mhba.com
                 bodell@mhba.com

                     About DRM Sales & Supply

DRM Sales & Supply, LLC's business consists of buying and
distributing steel casing pipe, tubing, and other such supplies
used in the drilling operations of oil rigs engaged in the
exploration for oil and gas throughout the United States.

DRM Sales & Supply sought Chapter 11 protection (Bankr. W.D. Tex.
Case No. 16-70028) in Midland, Texas, on Feb. 26, 2016.  David R.
Langston, Esq., at Mullin Hoard & Brown, L.L.P., serves as counsel
to the Debtor.  The Debtor estimated assets of $1 million to $10
million and debt of $10 million to $50 million.


DYNAMIC INVESTMENTS: Proposes to Sell Property for $16,500
----------------------------------------------------------
Dynamic Investments, LLC, on June 2, 2016, filed a motion to sell a
1.26-acre property in Laurel, Jones County, Mississippi, for
$16,500 to John Manson DuBose III.  Everbank holds a first, valid
deed of trust on the property.  The claim of the bank will attach
to the sale proceeds.  The Debtor says the sale of the property is
justified, as it will further the liquidation of the Debtor's
assets.

The Debtor's attorneys:

       Craig M. Geno
       Jarret P. Nichols
       LAW OFFICES OF CRAIG M. GENO, PLLC
       587 Highland Colony Parkway
       Ridgeland, MS 39157
       Tel: (601) 427-0048
       Fax: (601) 427-0050

Dynamic Investments, LLC, sought Chapter 11 protection (Bankr. S.D.
Miss. Case No. 14-51334) on Aug. 25, 2014.  The case judge is the
Hon. Katharine M. Samson.  Craig M. Geno, Esq., at the Law Offices
of Craig M. Geno, PLLC, serves as counsel.  The Debtor estimated $1
million to $10 million in assets and debt.


EP ENERGY: S&P Alters Outlook to Negative on Reduced Borrowing Base
-------------------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
Houston-based exploration and production (E&P) company EP Energy
LLC.  S&P also revised the outlook to negative from stable.

At the same time, S&P raised the senior secured ratings on the
company's term loans due 2018 and 2019 to 'B' from 'B-', and
revised the recovery rating to '3', reflecting S&P's expectation of
meaningful (50% to 70%, upper half of range) recovery in a payment
default from '5'.

S&P also affirmed the 'CCC+' issue-level rating on the company's
senior unsecured debt.  The recovery rating on the debt remains
'6', indicating S&P's expectation of negligible (0% - 10%) recovery
in the event of a payment default.

"The outlook revision to negative reflects our assessment of the
recent reduction in EP's borrowing base and the expected impact it
will have on liquidity and recovery expectations for the company's
debt," said S&P Global Ratings credit analyst Paul Harvey.

The lower borrowing base puts greater emphasis on liquidity, and in
particular EP's need to address the November 2017 repayment of its
$467 million term loan.  Additionally, the lower borrowing base
results in lower potential first-lien debt in S&P's recovery
analysis and improves recovery prospects for the second-lien debt,
although senior unsecured bonds are unaffected.

The negative outlook reflects the need for EP to refinance its $467
term loan on a timely basis, while maintaining debt leverage
measures below unsustainable levels.

S&P could lower ratings if EP fails to address the $467 million
term loan repayment on a timely basis.  S&P could revise liquidity
to less than adequate if EP fails to refinance or repay the term
loan prior to November 2016, and as a result lower ratings.
Additionally, if S&P expects debt leverage to reach unsustainable
levels, it could lower ratings.  Both scenarios could result in a
downgrade of over 1 notch.

S&P could stabilize ratings if EP can successfully address the term
loan maturity while S&P maintains its current expectations for debt
leverage.


EXPERT GLOBAL: S&P Puts 'CCC+' CCR on CreditWatch Positive
----------------------------------------------------------
S&P Global Ratings said it placed its 'CCC+' corporate credit
rating on Plano, Texas-based Expert Global Solutions LLC on
CreditWatch with positive implications.

"The CreditWatch placement follows Alorica's announcement that it
has signed a definitive agreement to acquire EGS," said S&P Global
Ratings credit analyst Rose Askinazi.

S&P expects EGS's existing debt will be repaid when the transaction
closes.

S&P expects to resolve the CreditWatch placement when the
transaction closes, at which time S&P will withdraw its ratings on
EGS.


FAIRWAY GROUP: Amends Joint Prepackaged Reorg Plan
--------------------------------------------------
BankruptcyData.com reported that Fairway Group Holdings filed with
the U.S. Bankruptcy Court a First Amended Joint Prepackaged Chapter
11 Plan of Reorganization. According to documents filed with the
Court, "The Secured Loan Claims are Allowed pursuant to section
506(a) of the Bankruptcy Code in the aggregate amount of
$278,987,519.42. On the Effective Date, Reorganized Holdings shall
contribute to Reorganized Fairway Acquisition, as a capital
contribution, 100% of the New Common Stock to be issued on the
Effective Date and 100% of the Subordinated Holdco Loan, 90% of
such shares and all of such term loan shall then be distributed on
behalf of Fairway Acquisition to holders of Allowed Secured Loan
Claims pursuant to Section 4.3 of the Plan, the remaining 10% of
the New Common Stock shall be distributed on behalf of Fairway
Acquisition to DIP Term Loan Lenders pursuant to Sections 2.1 and
2.4 of the Plan."

                      About Fairway

Headquartered in New York, Fairway Group Holdings Corp. is a food
retailer offering customers a differentiated one-stop shopping
experience "Like No Other Market".  Fairway claims to have
established itself as a leading food retailing destination in the
Greater New York City metropolitan area, with stores that emphasize
an extensive selection of fresh, natural and organic products,
prepared foods and hard-to-find specialty and gourmet offerings,
along with a full assortment of conventional groceries.

Fairway operates 15 locations in the Greater New York City
metropolitan area, including four Fairway Wines & Spirits
locations.  Seven Fairway stores are located in New York City and
the remainder of Fairway's stores are located in New York (outside
of New York City), New Jersey and Connecticut.

Fairway Group, et al., filed Chapter 11 bankruptcy petitions
(Bankr. S.D.N.Y. Proposed Lead Case No. 16-11241) on May 2, 2016.
The petitions were signed by Edward C. Arditte as co-president and
chief financial officer.

The Debtors have engaged Weil, Gotshal & Manges LLP as counsel,
Norton Rose Fulbright US LLP as special corporate counsel, Curtis,
Mallet-Prevost, Colt & Mosle LLP as conflicts counsel, Alvarez &
Marsal as financial advisor and Prime Clerk LLC as claims and
noticing agent.

                        *     *     *

The original version of the Debtors' plan provides that holders of
allowed prepetition general unsecured claims, including trade,
landlord and employees claims against the Debtors, will be paid, or
otherwise treated, in the ordinary course as if the Debtors had not
commenced these Chapter 11 cases.  The Debtors' senior secured
lenders will receive their pro-rata share of:

   i) 90% of new common stock in reorganized holdings;
  ii) a $45 million last out exit term loan; and
iii) a $39 million unsecured subordinated loan.



FANNIE MAE & FREDDIE MAC: How FHFA Redefined Capital In Court
-------------------------------------------------------------
By David Fiderer -- davidfiderer@gmail.com -- "Who would be so
reckless as to send cash dividends out of an undercapitalized
financial institution?"  I wrote in National Mortgage News in 2014.
"The whole idea seems oxymoronic. Which may be the point.  If you
divorce words from their original meanings, you end up in an
endless loop of doublespeak."

Hence the extended confusion during oral arguments before a
three-judge D.C. Circuit panel in Perry Capital v. Lew. At times,
the discussion over the legality of the GSEs 100% earnings sweep
seemed less like a legal colloquy and more like theater of the
absurd.

Early on in the proceedings, plaintiffs' counsel Ted Olson focused
on an obvious and pivotal fact.  The payment of cash dividends
reduces corporate equity; whereas the payment of preferred
dividends in kind leaves corporate equity unchanged.  "The
dividends could have been paid in kind," explained Olson, arguing
against the sweep.  Such payment, "would have preserved the capital
of the institution[s]."  This truism prompted a spirited retort by
Judge Patricia Millett:

     JUDGE MILLETT:  Well, surely that decision whether to require
dividends in cash or in kind is exactly the type of judgment that's
going to be conferred on the [GSE's] conservator that we could
superintend, would you agree with that?

     MR. OLSON:  Well, but what we're talking about here is the --

     JUDGE MILLETT:  But would you agree that we certainly couldn't
say, we couldn't say the conservator erred and enjoined them, or a
declaratory judgment, they should have done a liquidation rather
than preference rather than cash.

With all due respect, Judge Millett's assertions are a direct
assault on basic concepts of corporate law, insolvency law,
corporate credit, and accrual accounting, all of which are embedded
within the federal statutes governing conservatorship and
regulation of the GSEs.  The Federal Housing Finance Agency has one
job, to boost the financial health of the Fannie Mae and Freddie
Mac.  Period.

FHFA has no authority to do anything else, no power to "reform
housing finance," no power to modify the original GSE charters,
which were enacted by Congress. FHFA as regulator is obligated to
promote the safety and soundness of the GSEs.  FHFA as conservator
is obligated to restore the soundness and solvency of the GSEs.  So
if cash dividends reduce solvency, and dividends in kind maintain
solvency, then it follows that the conservator has no real choice.
He must elect to pay senior preferred dividends in kind.  He can
cite no legal authority nor any legitimate business purpose to
elect anything else.

None of the cash dividends were ever defensible. If FHFA had done
its legal duty, the GSEs' equity would be at least $250 billion
higher than it is today.  Though people like to insinuate
otherwise, "restoring solvency" equals recapitalization, the same
way that six equals half a dozen.  Which is why all the chatter in
the courtroom about whether GSE quarterly earnings might cover cash
dividends was really off topic.

As was the chatter about any future capability to support a 10%
cash dividend. I initially noted how the former FHFA director, Ed
DeMarco, had redefined conservatorship when he voiced his
opposition to recapitalization.  Newly unsealed documents in a
related lawsuit, Perry Capital v. U.S., seem to confirm that the
100% earnings sweep was designed to reduce GSE equity to zero.  As
a rationale for the earnings sweep, DeMarco redefined equity,
conflating it with debt.

To recap, with debt there's a deadline to make a cash payment to
the investor; with equity there is never any deadline to make a
cash payment to the investor.  Moreover, it's oxymoronic to say a
company "pays back" an equity investment; it only pays back a debt,
which is extinguished upon repayment.  If a stockholder wants to
recover his initial principal, he must sell his stock.

Each quarter, the board of directors reviews the company's
financial position to determine whether a cash dividend would
unduly compromise the company's ability to be self-sustaining.
Under their fiduciary duties, directors are bound not to approve
any cash dividend that unduly compromises the company's health.

So the GSEs were never obligated to pay cash dividends within any
time horizon, which is why they received no benefit, no
consideration, in exchange for a new obligation designed to
permanently drain them of all equity.

How could FHFA explain its upside-down cockamamie stance?  Why, it
simply redefined the meaning of capital, which redefined
everything. Howard Cayne, counsel for FHFA, invoked "a new capital
paradigm," a term of doublespeak that debases the meaning of
Federal statutes beyond all recognition.  Cayne said that FHFA, as
conservation and regulator, had the power to fix a "a new capital
paradigm," which could set minimum capital ratios equal to zero.
The GSEs no longer needed capital, he argued, because of a Treasury
commitment to provide financial support.  And since FHFA is acting
within its regulatory prerogative, there's nothing that GSE
shareholders, or the courts, can do about it.

Judge Douglas Ginsberg wanted to be sure he heard right:

     JUDGE GINSBURG:  So, there seems to be in the statute
[referencing 12 U.S.C. Sec. 4614] a whole typology of
classifications, adequate recapitalized, and then
under-capitalized, and within that significantly under-capitalized,
critically under-capitalized, okay?

     MR. CAYNE:  That's correct, Your Honor.

     JUDGE GINSBURG:  Was there a change?

     MR. CAYNE:  Yes, Your Honor, that entire system by virtue of
the Director's action was set aside, there is an issuance by the
Director that says this system doesn't apply.

In order to assure the ongoing safety and soundness of the GSEs,
FHFA was given authority, as part of the Housing and Economic
Recovery Act of 2008, to set minimum capital ratios for the GSEs.
And it used that authority to remake capital standards altogether.
You may wonder, aren't zero capital standards antithetical to the
concept of safety and soundness? Indeed they are.  Are cash
dividends not antithetical to the conservator's explicit duty to
restore the soundness and solvency of the GSEs? Quite true.

But clever people, especially lawyers, can rationalize away
anything. Corruption in finance is often rooted in corruption of
language.  And the business world is replete with failures caused
by executives who believed in "a new capital paradigm."  Which was
precisely the point, as newly unsealed documents reveal.  By
diverting Fannie’s and Freddie’s profits, "we've closed off
possibility that they ever go (pretend) private again," said White
House official James Parrott in a 2012 email describing the 100%
sweep.  It wasn't hard to figure out, which was why in 2014 I
wrote, "DeMarco's definition of 'conservatorship' looks, sounds and
smells like a fraudulent conveyance scheme, which improperly
transfers assets out of a company so as to impede the rightful
legal claims of other stakeholders."


FEDERAL IDENTIFICATION: Court OKs June 22 Auction for Assets
------------------------------------------------------------
Judge Ashely M. Chan on June 1, 2016, granted debtor Federal
Identification Card Co. Inc., approval of procedures for the
submission of competing bids for the proposed sale pursuant to the
Asset Purchase Agreement dated June 1, 2016, between the Debtor and
stalking horse bidder PTM Promotional, LLC.  An auction (the
"Auction") shall be held at the offices of Ciardi Ciardi & Astin
located at One Commerce Square, 2005 Market Street, Suite 3500,
Philadelphia, Pennsylvania 19103, on June 22, 2016 at 2:00 p.m.
prevailing Eastern Time.  The Debtor shall afford each prospective
bidder due diligence access to the Assets.  To participate in the
auction, initial bids must be submitted by June 16, 2016.

As reported in the June 1, 2016 edition of the TCR, PTM Promotional
has signed a contract to buy the Debtor's assets for $143,000,
absent higher and better offers.

To the extent the Debtor ultimately contracts to sell the assets to
a competing bidder, the Debtor recognizes the Buyer as a "stalking
horse" and thus agreed to an expense reimbursement in the amount of
$40,000 payable to the Buyer at the closing.

Federal Identification Card Co. Inc. is represented by:

         Jennifer C. McEntee, Esq.
         Albert A. Ciardi, III, Esq.
         CIARDI CIARDI & ASTIN
         One Commerce Square
         2005 Market St., Suite 3500
         Philadelphia, PA 19103

                About Federal Identification Card

Federal Identification Card Co. Inc. was founded in 1972. The
company's line of business includes providing commercial art or
graphic design services for advertising agencies, publishers, and
other business and industrial users.

Federal Identification Card Co., Inc. d/b/a PTM Sport sought
protection under Chapter 11 of the Bankruptcy Code in the Eastern
District of Pennsylvania (Philadelphia) (Case No. 16-13496) on May
17, 2016.  

The petition was signed by Louis N. Leof, president.  The case is
assigned to Judge Ashely M. Chan.

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


FEDERAL-MOGUL CORP: Bank Debt Trades at 4% Off
----------------------------------------------
Participations in a syndicated loan under which Federal-Mogul Corp
is a borrower traded in the secondary market at 96.40
cents-on-the-dollar during the week ended Friday, June 3, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.40 percentage points from the
previous week.  Federal-Mogul pays 300 basis points above LIBOR to
borrow under the $0.7 billion facility. The bank loan matures on
April 4, 2018 and carries Moody's B1 rating and Standard & Poor's
B- rating.  The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended June 3.


FILMED ENTERTAINMENT: Wants July 6 Plan Solicitation Deadline
-------------------------------------------------------------
Filmed Entertainment Inc. asks the U.S. Bankruptcy Court for the
Southern District of New York to extend the exclusive period for
the Debtor to solicit acceptance of the Chapter 11 plan by 30 days,
through and including July 6, 2016.  

Objections to the request must be filed by June 20, 2016, at 4:00
p.m. (New York Time).  A hearing on the request is set for June 21,
2016, at 12:00 p.m. (New York Time).

Unless extended, the Debtor's Exclusive Solicitation Period will
expire on June 6, 2016.  The current Exclusive Solicitation Period
is set to expire 17 days before the voting deadline and a month
before the confirmation hearing.  The Debtor wants additional time
to solicit and tabulate votes on the Plan.

During the first 10 months of the Chapter 11 case, the Debtor has
made considerable good faith progress in not only analyzing its
financial affairs, but also closing the sale of substantially all
of its assets and filing a viable Chapter 11 liquidating plan.

From the onset of this Chapter 11 case, the Debtor has worked
closely with its secured creditor and the Official Committee of
Unsecured Creditors, the two largest creditors in this Chapter 11
case.

Prior to filing, the Debtor circulated numerous drafts of the
Disclosure Statement and Plan to the Committee and the Secured
Creditor, incorporating many of their comments into the Plan and
Disclosure Statement.

The Debtor remains engaged in extensive discussions with the
Committee and the Secured Creditor regarding key provisions of the
Plan and the liquidation trust agreement.  In light of the
adjournment of the voting deadline and confirmation hearing, the
Debtor requires additionally time to resolve any objections that
may be raised to the Plan.

The Debtor has resolved a number of claims, including a successful
resolution of the Pension Benefit Guaranty Corporation's lien and
alleged secured claim.

The Debtor continues to pay its undisputed postpetition obligations
in the ordinary course of its business, and is not delinquent on
any undisputed postpetition obligations.

The Debtor is represented by:

      GRIFFIN HAMERSKY P.C.
      Scott A. Griffin, Esq.
      Michael D. Hamersky, Esq.
      485 Madison Avenue, 7th Floor
      New York, New York 10022
      Tel: (212) 710-0338
      Fax: (212) 710-0339

                  About Filmed Entertainment Inc.

Filmed Entertainment Inc. owned and operated the "Columbia House
DVD Club," a direct-to-customer distributor of movies and
television series in the United States.  FEI conducts its business
through physical catalogues and through the --
http://www.columbiahouse.com/Web site.  FEI was historically   
active in the musical compact disc business, but exited the music
business in 2010.  Founded in 1955 as a division of CBS Inc. to
sell vinyl records and cassette tapes, FEI is a unit of Pride Tree
Holdings, Inc., which acquired FEI in December 2012.

On Aug. 10, 2015 FEI filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y.
Case No. 15-12244) in Manhattan, New York.  The case is pending
before the Honorable Shelley C. Chapman.

The Debtor tapped Griffin Hamersky P.C. as counsel and Prime Clerk
LLC as claims and noticing agent.

The Debtor estimated assets of $1 million to $10 million and debt
of $50 million to $100 million.

The U.S. Trustee for Region 2 appointed five creditors of Filmed
Entertainment to serve on the official committee of unsecured
creditors.  The Committee is represented by Lowenstein Sandler LLP.


FIRST BRONX: Plan Confirmation Hearing Set for July 7
-----------------------------------------------------
First Bronx, LLC, made minor changes to the disclosure statement
explaining its Third Amended Plan of Reorganization ahead of the
hearing to consider Confirmation of the Plan scheduled for July 7,
2016, at 10:00 a.m., Eastern Standard Time.

Objections, if any, to Confirmation of the Plan must be filed and
served on or before June 30, 2016 at 5:00 p.m.

The Plan provides for the members of the Debtor to make a
significant capital contribution to fund the Plan, and the payment
to certain creditors and funding from the rental income going
forward.  The Plan also provides for the restructuring of the
Debtor's secured obligations and the payment of 50% to the allowed
unsecured creditors class from the cash on hand, the contribution
from the members and from the operation of the Debtor's business
post-confirmation.  The secured creditor's claim will be reduced by
the payment of the Contribution Amount1 from the members.  After
the Effective Date, the rental income generated from the Property,
including from the Billboard, will fund all future Plan payments.
The new term of the Secured Creditor's note will be five years.

A redlined version of the disclosure statement explaining the Third
Amended Plan of Reorganization is available at
http://bankrupt.com/misc/nysb14-22047-96.pdf

The Debtor is represented by:

          Robert M. Sasloff, Esq.
          A. Mitchell Greene, Esq.
          ROBINSON BROG LEINWAND
             GREENE GENOVESE & GLUCK P.C.
          875 Third Avenue, 9th Fl.
          New York, NY 10022
          Tel: 212-603-6300
          Email: rms@robinsonbrog.com
                 amg@robinsonbrog.com

First Bronx LLC (Bankr. S.D.N.Y., Case No. 14-22047) filed a
Chapter 11 Petition on January 13, 2014.  The case is assigned to
Judge Robert D. Drain.

The Debtor's Counsel is Arnold Mitchell Greene, Esq., at Robinson
Brog Leinwand Greene Genovese & Gluck, P.C., in New York.  The
petition was signed by David Goldwasser, GC Realty Advisors LLC,
managing member.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/nysb14-22047.pdf


FIRST QUANTUM: S&P Revises Outlook to Stable & Affirms 'B-' CCR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on Canada-based copper miner
First Quantum Minerals Ltd (FQM) to stable from negative.  S&P
affirmed its 'B-' long-term corporate credit ratings on FQM and our
'B-' issue ratings on FQM's senior unsecured debt.

The outlook revision follows FQM's completion of its
US$712 million sale of Kevitsa, a nickel-copper-platinum mine in
Finland, to Sweden-based metals company Boliden.  S&P also factors
in FQM's refinancing of a US$1.815 billion bank loan (not rated).
These developments have materially improved FQM's liquidity
position and helped reduce the company's financial leverage.  S&P
also views positively that the company lowered its production costs
to mitigate the impact of lower copper prices and the reduction in
the Zambian royalty rate.

S&P's fair assessment of FQM's business risk profile is supported
by its low-cost position and high operating margins.  These
strengths are offset, however, by risks associated with sizable
expansion projects and operating in Zambia, where royalty, tax, and
electricity costs are subject to uncertainty, as is the supply of
electricity to Sentinel, a copper project in northwest Zambia.
Concentration risk to Zambia is also a factor weighing on FQM's
creditworthiness, although this is likely to be less of a
constraint with the expected commissioning of its large open-pit
copper development project Cobre Panama in 2018.

S&P classifies FQM's financial risk profile as highly leveraged.
FQM saw adjusted net debt to EBITDA of 6.8x in 2015 and deeply
negative free operation cash flow (FOCF) due to heavy expansionary
capital expenditures (capex).  Still, S&P expects FQM will be able
to reduce adjusted leverage to about 6x, despite high capex, thanks
to cost cuts and incremental volumes.

The stable outlook reflects S&P's expectation that FQM will be able
to cover its material negative discretionary cash flows with its
available liquidity sources in the coming two years, and reduce its
adjusted debt to EBITDA to about 6x through cost reduction and
volume increases.

A downgrade could be triggered by a further decline in copper or
gold prices, operational set-backs, adverse country risk
developments in Zambia, or negative financial policy decisions.  In
S&P's view, this could lead to a liquidity deterioration, including
a covenant breach.

S&P could consider a one-notch upgrade to 'B' if FQM's earnings
improve beyond S&P's base-case assumption, resulting in comfortable
headroom under bank loan covenants and an adjusted debt to EBITDA
ratio of about 5x.


FORTESCUE METALS: Bank Debt Trades at 7% Off
--------------------------------------------
Participations in a syndicated loan under which Fortescue Metals
Group Ltd is a borrower traded in the secondary market at 92.86
cents-on-the-dollar during the week ended Friday, June 3, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.61 percentage points from the
previous week.  Fortescue Metals pays 275 basis points above LIBOR
to borrow under the $4.95 billion facility. The bank loan matures
on June 13, 2019 and carries Moody's Ba2 rating and Standard &
Poor's BB+ rating.  The loan is one of the biggest gainers and
losers among 247 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended June 3.


GA DESIGN: Hires Vilarino & Associates as Counsel
-------------------------------------------------
G.A. Design & Sourcing Corp., seeks permission from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ Javier
Vilarino, Esq. of the Law Firm Vilarino & Associates as its Chapter
11 counsel.

The Debtor requires Mr. Vilarino with the assistance of Vilarino &
Associates to:

     a. advise the debtor with respect to its duties, powers, and
responsibilities in this case under the laws of the United States
and Puerto Rico in which the debtor in possession conducts its
operations, do business, or is involved in litigation;

     b. advise the debtor in connection with a determination
whether a reorganization is feasible and, if not, helping debtor in
the orderly liquidation of its assets;

     c. assist the debtor with respect to negotiation with
creditors for the purpose of arranging the orderly liquidation of
assets and/or for proposing a viable plan of reorganization;

     d. prepare, on behalf of the debtor, the necessary complaints,
answers, orders, reports, memoranda of law and/or any other legal
paper of documents;

     e. appear before the bankruptcy court, or any court in which
debtors assert a claim interest or defines directly or indirectly
related to this bankruptcy case;

     f. perform other legal services for debtors as may be required
in these proceedings or in connection with the operation of/and
involvement with debtor’s business, including but not limited to
notarial services;

    g. employ other professional services, if necessary.  

Vilarino & Associates will be paid at these hourly rates plus any
costs and expenses:

     Javier Vilarino, Esq.                 $235
     Associates                            $170
     Law Clerks                            $100
     Paralegals                            $85

The Debtor has paid $5,000 retainer.

Javier F. Vilarino, Esq., capital member of Vilarino & Associates,
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.

Vilarino & Associates may be reached at:

      Javier F. Vilarino, Esq.
      Vilarino & Associates LLC
      PO BOX 9022515
      San Juan, PR 00902-2515
      Tel: 787-565-9894
      E-mail: jvilarino@vilarinolaw.com

GA Design & Sourcing Corp., based in Caguas, Puerto Rico, filed a
Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No.
3:16-bk-04166) on May 25, 2016.  The Debtor is represented by
Javier Vilarino, Esq., at Vilarino & Associates, LLC.  Judge Brian
K. Tester presides over the case.


GA INVESTORS: Hires Vilarino & Associates as Bankr. Counsel
-----------------------------------------------------------
G.A. Investors, S.E., seeks permission from the U.S. Bankruptcy
Court for the District of Puerto Rico to employ Javier Vilarino,
Esq. of the Law Firm Vilarino & Associates as its Chapter 11
counsel.

The Debtor requires Mr. Vilarino with the assistance of Vilarino &
Associates to:

     a. advise the debtor with respect to its duties, powers, and
responsibilities in this case under the laws of the United States
and Puerto Rico in which the debtor in possession conducts its
operations, do business, or is involved in litigation;

     b. advise the debtor in connection with a determination
whether a reorganization is feasible and, if not, helping debtor in
the orderly liquidation of its assets;

     c. assist the debtor with respect to negotiation with
creditors for the purpose of arranging the orderly liquidation of
assets and/or for proposing a viable plan of reorganization;

     d. prepare, on behalf of the debtor, the necessary complaints,
answers, orders, reports, memoranda of law and/or any other legal
paper of documents;

     e. appear before the bankruptcy court, or any court in which
debtors assert a claim interest or defines directly or indirectly
related to this bankruptcy case;

     f. perform other legal services for debtors as may be required
in these proceedings or in connection with the operation of/and
involvement with debtor’s business, including but not limited to
notarial services;

     g. employ other professional services, if necessary.  

Vilarino & Associates will be paid at these hourly rates plus any
costs and expenses:

     Javier Vilarino, Esq.                 $235
     Associates                            $170
     Law Clerks                            $100
     Paralegals                            $85

The Debtor has paid $5,000 retainer.

Javier F. Vilarino, Esq., capital member Vilarino & Associates,
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.

Vilarino & Associates may be reached at:

      Javier F. Vilarino, Esq.
      Vilarino & Associates LLC
      PO BOX 9022515
      San Juan, PR 00902-2515
      Tel: 787-565-9894
      E-mail: jvilarino@vilarinolaw.com

              About GA Investors, S.E.

GA Investors, S.E. filed a Chapter 11 petition (Bankr. D. P.R. Case
No. 3:16-bk-04169) on May 25, 2016.  The Debtor is represented by
Javier Vilarino, Esq., at Vilarino & Associates, LLC.  Judge Brian
K. Tester presides over the case.


GARDENS REGIONAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Gardens Regional Hospital and Medical Center, Inc.
           fka Tri-City Regional Medical Center
        21530 South Pioneer Boulevard
        Hawaiian Gardens, CA 90716

Case No.: 16-17463

Nature of Business: Health Care

Chapter 11 Petition Date: June 6, 2016

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Hon. Ernest M. Robles

Debtor's Counsel: Samuel R Maizel, Esq.
                  DENTONS US LLP
                  601 South Figueroa Street, Suite 2500
                  Los Angeles, CA 90017
                  Tel: 213-892-2910
                  E-mail: samuel.maizel@dentons.com

                    - and -

                  John A Moe, Esq.
                  DENTONS US LLP
                  601 S Grand Ave 14th Fl
                  Los Angeles, CA 90017-5704
                  Tel: 213-892-4905
                  Fax: 213-623-9924
                  E-mail: john.moe@dentons.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Brian Walton, chairman of the Board.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb16-17463.pdf


GATES GROUP: Bank Debt Trades at 3% Off
---------------------------------------
Participations in a syndicated loan under which Gates Group is a
borrower traded in the secondary market at 96.75
cents-on-the-dollar during the week ended Friday, June 3, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.70 percentage points from the
previous week.  Gates Group pays 325 basis points above LIBOR to
borrow under the $2.49 billion facility. The bank loan matures on
June 18, 2021 and carries Moody's B2 rating and Standard & Poor's
B+ rating.  The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended June 3.


GO GREEN PARTNERS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Go Green Partners, L.P.
        1401 Foch Street, Suite 180
        Fort Worth, TX 76107

Case No.: 16-42250

Chapter 11 Petition Date: June 6, 2016

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Hon. Russell F. Nelms

Debtor's Counsel: Michael A. McConnell, Esq.
                  KELLY HART & HALLMAN LLP
                  201 Main Street, Suite 2500
                  Ft. Worth, TX 76102
                  Tel: (817) 810-5487
                  Fax: (817)8 78-9280
                  E-mail: michael.mcconnell@khh.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Louis E. Martin, III, president, Go
Green GenPar, LLC, G.P.

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


GONZALEZ GROUP: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Gonzalez Group Jonesville, LLC
        935 Anderson Rd
        Litchfield, MI 49252

Case No.: 16-03083

Chapter 11 Petition Date: June 6, 2016

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Hon. John T. Gregg

Debtor's Counsel: Kerry D. Hettinger, Esq.
                  KERRY HETTINGER, PLC
                  4341 South Westnedge, Suite 1202
                  Kalamazoo, MI 49008
                  Tel: 269-344-0700
                  E-mail: khett57@hotmail.com

Total Assets: $1.94 million

Total Liabilities: $2.46 million

The petition was signed by Felix G. Gonzalez, II, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/miwb16-03083.pdf


GONZALEZ GROUP: Requests Access to Comerica's Cash Collateral
-------------------------------------------------------------
Gonzalez Group Jonesville, LLC, tells the Honorable John T. Gregg
that it is in immediate need for an order authorizing the use of
cash collateral pledged to repay about $6 million owed to Comerica
Bank in order to meet payroll obligations to its 50 employees,
sustain its operation and preserve its assets for the benefit of
its creditors.  The Debtor proposes to grant Comerica postpetition
replacement liens, and projects that cash receipts will exceed cash
disbursements by about $67,000 during the next 13 weeks.  

The Debtor tells the Court that to reduce recurring losses,
Comerica recently required the Litchfield operation to shut down.
The Debtor believes the closed operation should have a liquidation
value of about $2 million for Comerica.  Further, there are various
offers being discussed for the sale of its Engineering and
Tennessee units, which the Debtor believes will result in about $3
million for Comerica.  Comerica is pushing for additional asset
sales.

Auto parts manufacturer Gonzalez Group Jonesville, LLC, filed a
chapter 11 petition (Bankr. W.D. Mich. Case No. 16-03083) on June
6, 2016, and is represented by Kerry Hettinger, Esq., in
Kalamazoo, Mich.


GONZALEZ HOLDINGS: Case Summary & 5 Unsecured Creditors
-------------------------------------------------------
Debtor: Gonzalez Holdings, LLC
        935 Anderson Rd
        Litchfield, MI 49252

Case No.: 16-03081

Chapter 11 Petition Date: June 6, 2016

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Hon. John T. Gregg

Debtor's Counsel: Kerry D. Hettinger, Esq.
                  KERRY HETTINGER, PLC
                  4341 South Westnedge, Suite 1202
                  Kalamazoo, MI 49008
                  Tel: 269-344-0700
                  E-mail: khett57@hotmail.com

Total Assets: $6 million

Total Liabilities: $6.38 million

The petition was signed by Felix G. Gonzalez, II, president.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/miwb16-03081.pdf


GR HOSPITALITY: Case Summary & 5 Unsecured Creditors
----------------------------------------------------
Debtor: GR Hospitality Management, LLC
        1707 Highway 16 South
        Graham, TX 76450

Case No.: 16-70179

Chapter 11 Petition Date: June 6, 2016

Court: United States Bankruptcy Court
       Northern District of Texas (Wichita Falls)

Judge: Hon. Harlin DeWayne Hale

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 Kirnbir S. Grewal, president.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/txnb16-70179.pdf


GROVE PLAZA: Wants Okay to Use Oversecured Lenders' Cash Collateral
-------------------------------------------------------------------
Glove Plaza Partners, LLC, tells the Bankruptcy Court that it needs
to use rents pledged to repay approximately $11.3 million owed to
Calmwater Capital 3, LLC, to continue operating.  Accordingly,
Grove Plaza asks the Court for permission to use Calmwater's cash
collateral.  The Debtor estimates its operating expenses at about
$69,000 per month.  

The Debtor tells the Court that it owns seven of thirteen parcels
of real property comprising the "Grove Plaza" shopping center
located at 1151-1161 Walnut Street and 2404-2540 S. Grove Avenue
(2522 South Grove Avenue) in Ontario, Calif.  Grove Plaza comprises
some 122,605 square feet adjacent to the 60 Freeway (serving
216,000 cars per day) and Grove Avenue (serving 20,399 cars per
day), less than four miles from the Ontario International Airport
(served more than 4 million passengers in 2015) and seven miles
from both the Citizens Business Bank Arena and the Ontario Mills
Fashion District.

Three distinct groupings of the Debtor-Owned Portion of the
shopping center are valued at a total "breakup value" of
$20,790,000.00.  The Debtor-Owned Portion is valued at $16,500,000
if sold as a whole.  Accordingly, Calmwater is oversecured by 30%
to 44%.

The Debtor tells the Court that its chapter 11 filing has its
origins in the partial collapse of the Albertson's chain of grocery
stores.  Specifically, an Albertson's store was one of a handful of
anchor tenants of the shopping center, although the Debtor did not
own the Albertson's parcel.  The store closed in 2012, resulting in
increased vacancies throughout the shopping center.  In 2013, the
Debtor acquired the Albertson's parcel through bridge financing
from Calmwater Capital 3, LLC, with a plan to lease the remaining
vacant portion of the former Albertson's space to a new anchor
tenant and improve the attractiveness and value of the shopping
center overall.  Due to unanticipated delays, that financing went
into default.  After marketing, offers and due diligence, the
Debtor entered into lease negotiations with Ross Dress For Less,
Inc. for the remaining vacant portion of the former Albertson's
space.  Subject to Bankruptcy Court approval, the Debtor expects
that Ross will enter into a lease agreement shortly.  

Headquartered in Redwood Shores, Cal., Grove Plaza Partners, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case
No. 16-30531) on May 13, 2016, estimating its assets and
liabilities at between $10 million and $50 million.  The petition
was signed by George A. Arce, Jr., manager.  Judge Dennis Montali
presides over the case.  Reno F.R. Fernandez, Esq., at MacDonald
Fernandez LLP serves as the Debtor's bankruptcy counsel.


GYMBOREE CORP: S&P Raises CCR to 'CCC+', Outlook Negative
---------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on San
Francisco-based children's apparel retailer The Gymboree Corp. to
'CCC+' from 'SD'.  The outlook is negative.

"The upgrade follows our review of Gymboree's operating prospects,
liquidity, and capital structure after the completion of the recent
tender offer.  The rating reflects Gymboree's limited liquidity and
our view that improvement in operating performance may be
insufficient for the company to refinance its debt ahead of
maturity, absent a more substantial restructuring of the capital
structure.  Liquidity is thin and revolver availability could
diminish due to working capital needs, higher capital spending this
year, and potential for more debt repurchases.  Despite lower
interest expense from the debt buyback and improving operating
performance as management's initiatives (inventory management,
product sourcing, pricing strategies, and expense management) gain
traction, we believe progress so far is insufficient and therefore
continue to view the company's capital structure as unsustainable
and liquidity as less than adequate," S&P said.

The negative outlook reflects the potential for further distressed
debt transactions, liquidity pressure over the next 12 months, and
S&P's view that the capital structure is unsustainable with
refinancing requirements in late 2017.

S&P could lower its ratings on Gymboree if liquidity and operating
performance deteriorates such that S&P envisions a default scenario
over the next 12 months.  S&P would also consider a lower rating if
the company has not made meaningful progress in refinancing or
extending the maturity on the term loan maturity by the first half
of 2017, leading the company to seek a restructuring of its capital
structure.

Although unlikely over the near term, S&P could raise the rating if
Gymboree address the upcoming debt maturities such that S&P do not
expect further distressed transactions, improve liquidity through
significant profit gains resulting in stable positive free cash
flow and adequate cushion of compliance with financial covenants.


HAGGEN HOLDINGS: Wants Aug. 5 Exclusive Plan Filing Deadline
------------------------------------------------------------
Haggen Holdings, LLC, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend the exclusive period for the Debtor
to file a plan of reorganization by 60 days, through and including
Aug. 5, 2016, and the exclusive period for the Debtors to solicit
acceptance of the plan by 60 days, through and including Oct. 3,
2016.

A hearing on the date is set for July 7, 2016, at 10:00 a.m. (ET).
Objections to the request must be filed by June 20, 2016, at 4:00
p.m. (ET).

The Debtors have, among other things: (i) obtained entry of an
order approving the sale of the majority of the Debtors' core
stores and related assets to Albertson's, who will continue to
operate stores as a going concern, (ii) worked to effectuate that
sale, including entering into amendments to the asset purchase
agreement governing the Core Stores Sale in order allow the Debtors
to capitalize on certain additional assets that were not included
in, and to clarify certain terms of, the agreement, with the
initial closing occurring on June 2 and the final closing scheduled
to occur later this month; (iii) conducted additional GOB Sales,
miscellaneous asset sales, and Pharmacy Sales with respect to the
Debtors' stores that had not already been liquidated or sold; (iv)
worked with Albertson's to identify hundreds of executory contracts
to be assumed and assigned to Albertson's in connection with the
Core Stores Sale; (v) negotiated and obtained approval of
replacement debtor in possession financing, which was approved by
the Court on March 30, 2016; (vi) continued to work with various
lease and contract counterparties to resolve cure objections
adjourned in connection with Non-Core Stores Sale as well as
commenced resolving those related to the Core Stores Sale; (vii)
entered into an agreement with Spirit SPE HG 2015-1, LLC, landlord
for several of the Debtor's store locations prior to the Core
Stores Sale, and Albertson's to reach full and final settlements
relating to the disputes among parties with respect to the Spirit
leases; and (xiii) entered into, and obtained court approval for,
additional amendments to the Debtors' post-petition credit
agreement.

The Debtors tell the Court that accomplishing these tasks has been
a labor intensive process, fully occupying the Debtors'
representatives and professionals.  In light of these
circumstances, including, without limitation, effectuating the Core
Stores Sale, the Debtors submit that the requested extensions are
both appropriate and necessary to afford the Debtors with
sufficient time to adequately prepare a viable Chapter 11 plan and
related disclosure statement.

The Debtors' Chapter 11 cases are sufficiently large and complex to
warrant the requested extension of the Exclusive Periods.  Prior to
the Petition Date, the Debtors owned and operated a chain of over
160 grocery stores located across five states and employed
approximately 10,880 employees.  Since the commencement of these
Chapter 11 cases, the Debtors have sold more than 80 of their
non-core stores, are in the process of closing the sale for nearly
30 of the core stores to Albertson's, and have rejected
approximately 50 non-residential real property leases relating to
certain of their non-core stores.

Since the Petition Date, the Debtors, their management, and their
advisors have worked diligently to preserve and maximize the value
of their assets for the benefit of all stakeholders by, among other
things, obtaining approval of the GOB Sales, the Pharmacy Sales,
the Non-Core Stores Sales, and the Core Stores Sale.  The Debtors
are currently focusing their efforts on closing the Core Stores
Sale and anticipate finishing that process by the end of this
month.  At this stage, an extension of the Exclusive Periods will
allow the Debtors to negotiate a Chapter 11 plan, while continuing
to devote the necessary resources towards maximizing the value of
the Debtors' estates through the Court-approved sale process, among
other things.  

The Debtors continue to timely pay their undisputed post-petition
obligations.

The Debtors' counsel can be reached at:

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

                  and

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

                       About Haggen Holdings

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

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

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

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

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

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

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


HANISH, LLC: Has Continued Access to Hotel Lenders' Cash Collateral
-------------------------------------------------------------------
Hanish, LLC, borrowed $5.9 million from The National Republic Bank
of Chicago in 2007 and another $450,000 in 2009, and pledged all of
its assets as collateral to repay those obligations.  The amount
owed now totals about $6.3 million, including non-default interest.


In exchange for replacement liens and $20,000 monthly payments, the
Bank has agreed to allow Hanish to use cash collateral to pay
operating expenses.  

The Honorable Bruce A. Harwood placed his stamp of approval on an
order memorializing this agreement earlier this week.  

The Bank is represented by:

          Alexander G. Rheaume, Esq.
          Riemer & Braunstein LLP
          Three Center Plaza
          Boston, MA 02108
          E-mail: arheaume@riemerlaw.com

Hanish, LLC owns and operates a 59-unit Fairfield Inn & Suites by
Marriott in Hooksett, N.H.  The company sought chapter 11
protection (Bankr. D. N.H. Case No. 16-10602) on Apr. 26, 2016, and
is represented by Steven M. Notinger, Esq., at Notinger Law, PLLC,
in Nashua, N.H.  The Debtor estimated its assets and debts at less
than $10 million at the time of the filing.


HANOVER PARMENTER: Seeks to Hire Peres Zoppo as Special Counsel
---------------------------------------------------------------
Hanover Parmenter Union, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Massachusetts to hire Peres,
Zoppo & Associates LLC as its special counsel.

The firm will represent the Debtor in a lawsuit it filed against
East Boston Savings Bank in Suffolk Superior Court.

Peres Zoppo's professionals will be compensated on an hourly basis
for their services.  Associated attorneys will receive $175 per
hour while partners will receive $265 per hour.

Isaac Peres and Joseph Zoppo, both partners at the firm, disclosed
in a court filing that they do not hold or represent any interest
adverse to the Debtor's estate.

Peres Zoppo can be reached through:

     Isaac Peres, Esq.
     Joseph Zoppo, Esq.
     Peres, Zoppo & Associates LLC
     One International Place, Suite 1400
     Boston, MA 02110
     Tel: 617-535-7533
     Fax: 781-251-6649
     E-mail: Info@PeresZoppo.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.


HARLAND CLARKE: S&P Affirms 'B+' CCR on Proposed Debt Financing
---------------------------------------------------------------
S&P Global Ratings said it has affirmed its 'B+' corporate credit
rating on San Antonio, Texas-based media delivery, payment
solution, and marketing services provider Harland Clarke Holdings
Corp. (HCHC).  The rating outlook remains stable.

At the same time, S&P affirmed its 'BB-' issue-level and '2'
recovery ratings on the company's senior secured first-lien debt,
which consists of a $750 million first-lien term loan due May 2018
($388 million outstanding after the proposed refinancing), a
$600 million first-lien term loan due August 2019 ($566 million
outstanding as of March 31, 2016), $270 million senior secured
notes due Aug. 2018, and $275 million senior secured notes due
March 2020.  The '2' recovery rating indicates our expectation for
substantial recovery (70%-90%; lower half of the range) of
principal in the event of a payment default.

S&P also affirmed its 'B-' issue-level rating on HCHC's senior
unsecured fixed-rate notes due March 2021 ($708.5 million
outstanding as of March 31, 2016).  The recovery rating remains
'6', indicating S&P's expectation for negligible recovery (0%-10%)
of principal for lenders in the event of a payment default.

Additionally, S&P assigned its 'BB-' issue-level rating and '2'
recovery rating to the company's proposed $800 million first-lien
senior secured term loan due December 2019.  The '2' recovery
rating indicates S&P's expectation for substantial recovery
(70%-90%; lower half of the range) of principal in the event of a
payment default.

"Our 'B+' corporate credit rating on HCHC is based on our view that
the company's business risk profile remains weak," said S&P Global
Ratings credit analyst Thomas Hartman.  S&P's assessment reflects
the structural pressures on HCHC's two primary business: the
Harland Clarke segment, which accounted for 36% of revenue in 2015,
and the Valassis segment, which generated 59% of revenue. The
rating also reflects the company's limited organic growth
opportunities.

Harland Clarke faces competitive pressure from the increased
prevalence of alternative forms of payment.  S&P believes HCHC has
managed this pressure relatively well and will continue to do so.
Check volume declines have moderated, and HCHC has effectively
implemented price increases to offset these declines, similar to
those of its primary competitor, Deluxe Corp.  Separately,
Valassis' shared mail business faces increased competition from
various online media channels, and it is subject to marketing
budget pressures at consumer packaged goods companies.  Still,
despite these structural pressures, S&P believes Valassis provides
diversification, increased scale, and a market-leading niche
business.

"The stable rating outlook reflects our expectation that HCHC's
leverage will remain below 5x, the company will continue to
generate good discretionary cash flow, and it will refinance or
extend upcoming debt maturities at similar interest rates at least
12 months before maturity" said Mr. Hartman.

S&P could lower its corporate credit rating on HCHC if S&P believes
the company will have difficulty refinancing or extending its 2018
debt maturities prior to 12 months from maturity, which would
negatively affect our liquidity profile assessment.  S&P would also
take into consideration any adverse change in cost of refinancing.
A downgrade could also occur if the company experiences intensified
structural pressures that cause significant volume declines in
check and coupon printing and result in S&P reassessing HCHC's
business risk profile and whether leverage in the high-4x area
supports the 'B+' rating.

Although unlikely over the next 12 months, S&P could raise the
rating if the company reduces leverage to the 3x-4x area on a
sustained basis.  This would require either EBITDA growth, the
company making voluntarily debt repayments using most of its
discretionary cash flow, or a combination of the two.  An upgrade
would also depend on S&P's comfort with Harland Clarke's financial
policy and S&P's expectation that the company would not increase
leverage above 4x on a sustained basis with debt-financed dividends
or acquisitions.


HERCULES OFFSHORE: Asks Court for Permission to Use Cash Collateral
-------------------------------------------------------------------
Hercules Offshore, Inc., and its debtor affiliates filed a motion
with the U.S. Bankruptcy Court for the District of Delaware seeking
authority to obtain access to cash collateral to, among other
things, effectuate a controlled wind-down of their operations and
to implement a successful monetization of their assets.  The
Debtors said they also rely on the Cash Collateral to fund working
capital, capital expenditures, research and development efforts,
and for other general corporate purposes.  

Hercules Offshore, as borrower, is a party to a credit agreement,
dated as of Nov. 6, 2015, with Jefferies Finance LLC, as
administrative agent and collateral agent for the lenders.  The
Prepetition Credit Agreement provides for a term loan facility in
the amount of $450 million.  The obligations under the Prepetition
Credit Agreement are secured by substantially all personal and real
property of the Debtors and Non-Debtor Subsidiary Guarantors
including Cash Collateral.  As of the Petition Date, the Debtors
have Cash Collateral in the approximate amount of $208 million.

The Debtors seek to provide adequate protection to the Prepetition
Secured Parties for any Collateral Diminution in the form of, among
other things, the adequate protection liens, adequate protection
claims and adequate protection payments (including a one-time $35
million principal payment on the First Lien Claims, monthly
payments equal to the amount of interest accruing on the First Lien
Claims at the applicable non-default rate under the Prepetition
Credit Agreement and the payment of the fees and expenses of the
advisors for the First Lien Agent, the Ad Hoc Group, Luminus and
Soros, two of the largest holders of First Lien Claims).  The
one-time $35 million principal payment was agreed to as part of the
negotiations between the Debtors and the Consenting First Lien
Lenders over the terms of the Restructuring Support Agreement,
which resulted in an agreement to allow holders of General
Unsecured Claims and HERO Common Stock to receive recoveries before
holders of First Lien Claims are paid in full.

The Agent and the Prepetition Lenders holding in excess of 99% of
the Prepetition Debt have consented to the use of Prepetition
Collateral, including Cash Collateral, and the proposed adequate
protection package, according to Court documents.

                     About Hercules Offshore

Hercules Offshore, Inc. and its debtor and non-debtor subsidiaries
are providers of shallow-water drilling and marine services to the
oil and natural gas exploration and production industry globally.

Hercules Offshore and 13 of its subsidiaries each filed a Chapter
11 bankruptcy petition (Bankr. D. Del. Proposed Lead Case No.
16-11385) on June 5, 2016.  The petition was signed by Troy L.
Carson as vice president.

The Debtors listed total assets of $1.06 billion and total debts of
$521.37 million as of March 31, 2016.
  
The Debtors have hired Akin Gump Srauss Hauer & Feld LLP as general
bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as
co-counsel, PJT Partners, Inc. as financial advisor, FTI
Consulting, Inc. as restructuring advisor, and Prime Clerk LLC as
claims, notice and balloting agent.


HERCULES OFFSHORE: Jefferies Agrees to Cash Collateral Use
----------------------------------------------------------
In order to pay operating expenses between now and acceptance and
approval of their Joint Prepackaged Chapter 11 Plan under which it
will conduct an orderly wind-down of their operations, Hercules
Offshore, Inc., and its debtor-affiliates need access to cash
collateral pledged to Jefferies Finance LLC under the terms of a
Nov. 2015 credit agreement.  

During the 13-week period ending Sept. 13, 2016, the Debtors
project their cash disbursements will exceed revenues by just over
$75 million.  

A full-text copy of the Debtors' consensual request to use their
secured lenders' cash collateral is available at
https://goo.gl/belQFp at no charge.  

Jefferies is represented by:

          Christopher G. Boies, Esq.
          Michael Rupe, Esq.
          King & Spalding LLP
          1185 Avenue of the Americas
          New York, NY 10036

Hercules Offshore, Inc., and its debtor-affiliates provide
shallow-water drilling and marine services to the oil and natural
gas exploration and production industry globally, and filed chapter
11 petitions (Bankr. D. Del. Case Nos. 16-11385 through 16-11398)
on June 5, 2016.  The Debtors are represented by a team of lawyers
at Akin Gump Strauss Hauer & Feld LLP, obtain financial advice from
PJT Partners, Inc., and restructuring advice from FTI Consulting,
Inc.  Primer Clerk serves as the Debtors' Claims Agent.  Hercules
Offshore disclosed $1.06 billion in assets and $521.37 million in
liabilities at the time of the filing.  


HERCULES OFFSHORE: Moody's Lowers PDR to D-PD on Bankr. Filing
--------------------------------------------------------------
Moody's Investors Service downgraded Hercules Offshore, Inc.'s
Probability of Default Rating to D-PD from Caa1-PD.  Concurrently,
Moody's affirmed Hercules' Caa1 Corporate Family Rating and Caa1
first lien senior secured term loan rating.  This action follows
the company's announcement that it had filed voluntary petitions
under Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the District of Delaware, seeking to
pursue a pre-packaged Chapter 11 plan (Plan).  Hercules had
previously emerged from Chapter 11 bankruptcy on Nov. 6, 2015. The
outlook remains negative.

Issuer: Hercules Offshore, Inc.

Downgrades:
  Probability of Default Rating, Downgraded to D-PD from Caa1-PD

Affirmations:
  Corporate Family Rating, Affirmed Caa1
  Senior Secured Term Loan, Affirmed Caa1 (LGD 1 from LGD 3)

Outlook Actions:

Issuer: Hercules Offshore, Inc.
  Outlook, Remains Negative

                          RATINGS RATIONALE

The downgrade of Hercules's PDR to D-PD is a result of the
bankruptcy filing.  Hercules' other ratings reflect Moody's view of
the potential overall recoveries.  Under the terms of the Plan, all
of the company's assets are expected to be marketed for sale, and
those left unsold at the completion of the Chapter 11 process will
be placed into a wind-down vehicle.  The company announced that
lenders holding approximately 99.7% of the company's first lien
debt voted to accept the Plan, while Hercules continues to solicit
votes from its shareholders.

Shortly following this rating action, Moody's will withdraw all
ratings for the company consistent with Moody's practice for
companies operating under the purview of the bankruptcy courts
wherein information flow typically becomes much more limited.

The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in December 2014.

Headquartered in Houston, Texas, Hercules Offshore, Inc. owns and
operates a fleet of jackup rigs and liftboats.


HERCULES OFFSHORE: Proposes July 11 as Limited Bar Date
-------------------------------------------------------
Hercules Offshore, Inc., and its debtor affiliates filed a motion
with the Bankruptcy Court seeking entry of an order (a)
establishing a limited bar date for filing proofs of claim only for
holders of (i) contingent and unliquidated claims, including, but
not limited to, claims asserting liability for personal injury, and
(ii) claims arising from a single occurrence or transaction in an
amount in excess of $300,000.

The Debtors propose that the Court establish 5:00 p.m., prevailing
Eastern Time, on July 11, 2016, as the last date and time for each
entity to file proofs of claim based on Specified Claims that arose
prepetition against any Debtor.

According to Matthew B. Harvey, Esq., at Morris, Nichols, Arsht &
Tunnell LLP, counsel for the Debtors, the purpose of providing a
Limited Bar Date for Specified Claims is to provide the Debtors and
the Ad Hoc Group with the ability to discover and monitor any large
claims that may be filed against the Debtors' estates.  He said
that this is particularly important where, as here, the Plan
provides for payment in full of all General Unsecured Claims, and
the Plan further provides that, upon the Effective Date, the Wind
Down Entity will establish reserves for, among other things,
certain disputed claims, including General Unsecured Claims that
are disputed or not yet allowed as of the effective date of the
Plan.

In addition, Mr. Harvey noted, the establishment of a Limited Bar
Date for the Specified Claims is an important part of the
Restructuring Support Agreement and the transactions that have been
agreed to by the Debtors and the Ad Hoc Group.  The Plan is also
subject to a condition to effectiveness requiring that the
aggregate amount of the Specified Claims estimated by each of the
Debtors in their Modified Schedule E/F, plus the amount of all
Specified Claims not estimated in such schedules, not exceed $33
million, unless waived by the Requisite Consenting Lenders in their
sole discretion.

The Debtors do not anticipate that there will be many holders of
Specified Claims in their Chapter 11 cases.  In fact, the Modified
Schedules E/F filed by the Debtors include no claims in a
liquidated amount in excess of $300,000 and 56 contingent,
unliquidated and disputed claims.

The Debtors believe that clearly established procedures for the
filing of these limited claims against their estates will limit
confusion on the part of holders of those claims and aid their
attempt to expedite the Chapter 11 process.

                    About Hercules Offshore

Hercules Offshore, Inc. and its debtor and non-debtor subsidiaries
are providers of shallow-water drilling and marine services to the
oil and natural gas exploration and production industry globally.

Hercules Offshore and 13 of its subsidiaries each filed a Chapter
11 bankruptcy petition (Bankr. D. Del. Proposed Lead Case No.
16-11385) on June 5, 2016.  The petition was signed by Troy L.
Carson as vice president.

The Debtors listed total assets of $1.06 billion and total debts of
$521.37 million as of March 31, 2016.
  
The Debtors have hired Akin Gump Srauss Hauer & Feld LLP as general
bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as
co-counsel, PJT Partners, Inc. as financial advisor, FTI
Consulting, Inc. as restructuring advisor, and Prime Clerk LLC as
claims, notice and balloting agent.


HERCULES OFFSHORE: S&P Lowers CCR to 'D' on Chapter 11 Filing
-------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
Houston-based Hercules Offshore Inc. to 'D' from 'CC'.  S&P also
lowered the issue-level rating on the company's senior secured term
loan to 'D' from 'CC'.

The recovery rating on the senior secured term loan remains '3',
reflecting S&P's expectation of meaningful (higher end of the 50%
to 70% range) recovery for lenders in the event of a payment
default.

"The downgrade follows the company's announcement that it has filed
Chapter 11 bankruptcy to facilitate an orderly asset sale," said
S&P Global Ratings credit analyst Kevin Kwok.

The company recently entered into a restructuring support agreement
with lenders holding about 99% of the first-lien senior secured
credit facility (consisting entirely of term loans). According to
the restructuring support agreement, HERO was required to commence
solicitation of votes to accept or reject the plan by May 31, 2016,
and commence a chapter 11 filing by June 6, 2016.


HERCULES OFFSHORE: Seeks to Establish Procedures to Protect NOLs
----------------------------------------------------------------
Hercules Offshore, Inc. (HERO) and its debtor affiliates seek
authority from the Bankruptcy Court to establish notification and
hearing procedures regarding the trading of equity securities in
HERO that must be complied with before trades or transfers of those
securities become effective.  The Debtors propose that any
purchase, sale, disposition or other transfer of Equity Securities
in violation of the procedures will be void ab initio.

The Debtors have experienced recent losses from the operation of
their business.  As a result, the Debtors estimate that their
federal income tax net operating losses are approximately $166
million as of the Petition Date, which amounts could be even higher
when they emerge from Chapter 11.

Pursuant to Sections 59(e) and 172(b) of the Internal Revenue Code
of 1986, as amended and the United States Department of Treasury
Regulations promulgated thereunder, the Debtors may be able to
carry back and then forward NOLs, tax credits, and other tax
attributes to offset future taxable income and tax liability so
that they may obtain a cash refund and improved liquidity in the
future.  The Debtors' NOLs consist of losses generated in
individual tax years, each of which can be "carried forward" for up
to 20 subsequent tax years to offset the Debtors' future taxable
income, thereby reducing future aggregate tax obligations.

However, the Debtors may lose the ability to use their NOLs if they
experience an ownership change for federal income tax purposes.  To
prevent this potential loss of property of their estates, the
Debtors request Court approval of the procedures to govern the
transfers of common stock of HERO, any contingent purchases,
warrants, convertible debts, puts, calls, stock subject to risk of
forfeiture or contracts to acquire stock and any other beneficial
interest during the pendency of these Chapter 11 cases.

"The Equity Trading Procedures are designed to protect the Debtors
from losing the benefit of all or any portion of their NOLs in
connection with transfers of Equity Securities that may trigger an
ownership change under IRC section 382 and/or severely limit the
Debtors' ability to use their NOLs to shelter any taxable income or
gain resulting from any sale of assets in the course of the chapter
11 cases.  The Debtors require a mechanism to monitor and possibly
object to ownership changes resulting from transfers of Equity
Securities in order to permit the Debtors to use their NOLs to the
fullest extent possible or to shelter any taxable income or gain
resulting from any sale of assets, thereby maximizing value for all
stakeholders," said Matthew B. Harvey, Esq., at Morris, Nichols,
Arsht & Tunnell LLP, counsel for the Debtors.

                      About Hercules Offshore

Hercules Offshore, Inc. and its debtor and non-debtor subsidiaries
are providers of shallow-water drilling and marine services to the
oil and natural gas exploration and production industry globally.

Hercules Offshore and 13 of its subsidiaries each filed a Chapter
11 bankruptcy petition (Bankr. D. Del. Proposed Lead Case No.
16-11385) on June 5, 2016.  The petition was signed by Troy L.
Carson as vice president.

The Debtors listed total assets of $1.06 billion and total debts of
$521.37 million as of March 31, 2016.
  
The Debtors have hired Akin Gump Srauss Hauer & Feld LLP as general
bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as
co-counsel, PJT Partners, Inc. as financial advisor, FTI
Consulting, Inc. as restructuring advisor, and Prime Clerk LLC as
claims, notice and balloting agent.


HERCULES OFFSHORE: Wants Automatic Stay Enforced
------------------------------------------------
To ensure that their operations are not disrupted and ability to
successfully  monetize their assets is not impacted by enforcement
actions or the exercise of self-help remedies initiated by non-U.S.
creditors, customers, governmental units, or other
parties-in-interest, Hercules Offshore, Inc. and its debtor
affiliates seek entry of an order, pursuant to Bankruptcy Code
Section 105(a), that confirms, restates, enforces, and restrains
any action taken in violation of the following key  protections
afforded to the Debtors under the Bankruptcy Code:

   (a) the automatic stay provisions of Bankruptcy Code Section
362;

   (b) the prohibition of Bankruptcy Code Section 365 against
       terminating executory contracts or unexpired leases due to
       ipso facto provisions; and

   (c) the prohibition against discriminatory treatment by
governmental units contained in Bankruptcy
       Code Section  525.

"Due to the global scope of the Debtors' businesses and operations,
the Debtors and their estates may gravely suffer from any contract
cancellation, lease termination, governmental discrimination, or
other adverse action in contravention of the aforementioned
bankruptcy law," said Matthew B. Harvey, Esq., at Morris, Nichols,
Arsht & Tunnell LLP, one of the Debtors' attorneys.  "The risk of
such actions or cancellations is a real one because the numerous
non-U.S. customers, landlords, vendors, suppliers, and governmental
units with whom the Debtors regularly transact may be unfamiliar
with the Bankruptcy Code, including with respect to the protections
afforded by Bankruptcy Code sections 362, 365, and 525," he added.

The automatic stay comes into effect upon the commencement of a
Chapter 11 case by operation of law pursuant to Bankruptcy Code
section 362.  The automatic stay enjoins all persons from, among
other things, (i) commencing or continuing any judicial,
administrative, or other proceeding, with limited exceptions,
against the Debtors that was, or could have been, commenced before
the commencement of the chapter 11 cases; (ii) recovering upon a
claim against the Debtors that arose before commencement of the
chapter 11 cases; or (iii) taking any action to collect, assess, or
recover on a claim against the Debtors that arose before the
commencement of the Chapter 11 cases.

"Notwithstanding the broad scope of protection afforded by the
automatic stay and the invalidation of ipso facto clauses provided
by the Bankruptcy Code, not all parties affected by these
provisions are aware of Bankruptcy Code sections 362 and 365, nor
are all parties cognizant of the significance of these provisions
to the Debtors.  Accordingly, it is vital to advise third parties
of the existence and effect of the automatic stay and invalidation
of ipso facto clause provisions, particularly where, as here, the
Debtors conduct a significant amount of business overseas and have
valuable assets in foreign jurisdictions," Mr. Harvey continued.

                    About Hercules Offshore

Hercules Offshore, Inc. and its debtor and non-debtor subsidiaries
are providers of shallow-water drilling and marine services to the
oil and natural gas exploration and production industry globally.

Hercules Offshore and 13 of its subsidiaries each filed a Chapter
11 bankruptcy petition (Bankr. D. Del. Proposed Lead Case No.
16-11385) on June 5, 2016.  The petition was signed by Troy L.
Carson as vice president.

The Debtors listed total assets of $1.06 billion and total debts of
$521.37 million as of March 31, 2016.
  
The Debtors have hired Akin Gump Srauss Hauer & Feld LLP as general
bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as
co-counsel, PJT Partners, Inc. as financial advisor, FTI
Consulting, Inc. as restructuring advisor, and Prime Clerk LLC as
claims, notice and balloting agent.


HERTZ CORP: Moody's Affirms B1 CFR, Outlook Positive
----------------------------------------------------
Moody's Investors Service affirmed the Hertz Corporation's B1
Corporate Family Rating, B1-PD Probability of Default rating, Ba1
senior secured rating, B2 senior unsecured rating, and SGL-3
Speculative Grade Liquidity.  The outlook is changed to positive
from stable.

Moody's concurrently assigned a Ba1 rating to the company's
proposed $2.4 billion 1st lien senior secured credit facility that
will consist of; 1) a $1.7 billion revolving credit facility
maturing in 2021, and 2) a $700 million term loan maturing in 2023.


                         RATINGS RATIONALE

These rating actions, and the change in outlook to positive,
reflect Moody's expectation that Hertz will complete the planned
separation of its equipment rental operations (HERC), and that the
company will benefit from initiatives being implemented by the
newly installed senior management team.  Hertz should also benefit
from being one of only three key players in the oligopolistic North
American car rental sector along with Enterprise Holdings and Avis
Budget Group, Inc.

As part of the separation, Hertz will receive a $2.0 billion
transfer from HERC and will use the proceeds to reduce debt.  As a
result of the cash transfer receipt, the related debt reduction,
and the loss of HERC's EBITDA, we estimate that Hertz's pro forma
year-end 2015 debt/EBITDA (reflecting Moody's standard adjustments)
would approximate 4.0x.  This pro forma leverage is equivalent to
that of Hertz's actual year-end 2015 leverage inclusive of the HERC
operations.  Although the spin-off will not be a deleveraging event
for Hertz, it remains a credit-positive transaction.

Compared with the equipment rental sector, the auto rental industry
benefits from much shorter holding periods and a significantly more
liquid used market.  Moreover, despite the difficult pricing
environment in the car rental sector during recent quarters, this
pressure should abate as the industry realigns fleet size with
demand.  Moody's believes that, over the long term, the industry
will maintain a focus on sustaining a healthy balance between fleet
size and demand, and that there will be little interest in gaining
share through price cuts. Consequently, following the separation of
HERC, Hertz will enjoy a more stable revenue and earnings
environment, and will be better positioned to contend with cyclical
downturns.

Key operating initiatives being undertaken by Hertz's management
include: 1) managing the size and utilization of its fleet more
effectively; 2) improving customer satisfaction levels; 3)
installing upgraded information technology systems; 4) focusing on
profitable revenue opportunities rather than share gains; and 5)
achieving $350 of incremental cost savings during 2016.  Many of
the areas in which Hertz is now focusing are areas where the
company had been a sub-par performer, and it should be able to make
solid gains.

The positive outlook anticipates that the operating initiatives
being undertaken by Hertz, combined with constructive long-term
industry fundamentals, have the potential to drive improvement in
the company's credit metrics and support a higher rating.  This
improvement in operating performance could become evident following
the important summer rental season.

Although Hertz remains highly dependent on ongoing access to
considerable amounts of debt to fund its vehicle fleet, the
company's liquidity profile has become more sustainable in recent
years.  Pro forma for the proposed transactions, Hertz's liquidity
position includes: approximately $700 million in unrestricted cash;
availability of about $1 billion under the new revolving credit
facility after taking account of letters of credit; and an
estimated $2.5 billion in remaining capacity under committed
multi-year ABS borrowing conduits.  The company has no corporate
debt maturing during the coming twelve months, and modest amounts
of maturing vehicle securitizations that are not being either
replaced or extended.

Any upward movement in Hertz's rating would require the company
show clear progress in achieving its strategic initiatives that
include: harvesting targeted cost savings; maintaining fleet size
in line with demand; and, maintaining an adequate liquidity
profile.  An upgrade would also require Hertz to manage future
share repurchases in a manner that prudently balances the needs of
shareholders and creditors.  Metrics that could support a higher
rating include expectation of year end debt/EBITDA below 3x;
pre-tax income/sales remaining above 7%; and EBITDA/interest
exceeding 5x (after Moody's standard adjustments).

Metrics that could pressure Hertz's rating include: year-end
debt/EBITDA above 5x; pre-tax income/sales remaining below 5%; and
EBITDA/interest below 3x.

Assignments:

Issuer: Hertz Corporation (The)
  Senior Secured Bank Credit Facility, Assigned Ba1 (LGD2)

Affirmations:

Issuer: Hertz Corporation (The)
  Probability of Default Rating, Affirmed B1-PD
  Speculative Grade Liquidity Rating, Affirmed SGL-3
  Corporate Family Rating (Local Currency), Affirmed B1
  Senior Secured Regular Bond/Debenture, Affirmed Ba1 (LGD2)
  Senior Unsecured Regular Bond/Debentures, Affirmed B2 (LGD4 from

   LGD5)

Issuer: Hertz Corporation (The) (Old)
  Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD6)

Issuer: Hertz Holdings Netherlands BV
  Senior Unsecured Regular Bond/Debenture, Affirmed B2 (LGD4 from
   LGD5)

Outlook Actions:

Issuer: Hertz Corporation (The)
  Outlook, Positive

Issuer: Hertz Holdings Netherlands BV
  Outlook, Positive

The principal methodology used in these ratings was Equipment and
Transportation Rental Industry published in Dcember 2012.


HERTZ GLOBAL: S&P Affirms 'B+' CCR & Rates $2.4BB Facility 'BB'
---------------------------------------------------------------
S&P Global Ratings said it affirmed its ratings on Hertz Global
Holdings Inc., including the 'B+' corporate credit rating, pro
forma for the separation of its equipment rental business.  S&P
also assigned a 'BB' issue-level rating and '1' recovery rating to
the company's proposed $2.4 billion secured credit facility,
comprising a $1.7 billion revolving credit facility maturing in
2021 and a $700 million term loan B maturing in 2023.  The '1'
recovery rating indicates S&P's expectation of high (90%-100%)
recovery in a default scenario.

"We expect credit metrics to be little changed by the separation of
HERC and to gradually improve thereafter based on expected rising
earnings and cash flow," said S&P Global Ratings credit analyst
Betsy Snyder.

S&P could raise the ratings over the next year if better than
expected earnings, due to stronger volumes or pricing, result in
funds from operations (FFO) to debt increasing to the low 20% area
on a sustained basis.

Although unlikely over the next year, S&P could lower the ratings
if operating performance weakens, which could be caused by weak
pricing or weak used car prices, resulting in FFO to debt declining
to the low to mid-teens percent area.


HESS COMMERCIAL: Wants Exclusive Plan Filing Extended to July 13
----------------------------------------------------------------
Hess Commercial Printing, Inc., asks the Hon. Thomas P. Agresti of
the U.S. Bankruptcy Court for the Western District of Pennsylvania
to extend by 30 days, or until July 13, 2016, from June 13, 2016,
the exclusive period to file a plan.

The Debtor requests an extension of their exclusivity period in
order to further examine and analyze certain tax liabilities, as
well as to better gauge historical performance based upon an update
of the Debtor's books and records.

Hess Commercial Printing, Inc., sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Penn., Case No. 16-20470) on
Feb. 12, 2016.  The Debtor is represented by Michael P.
Kruszewski, Esq., at Quinn Law Firm.

The Debtor's counsel can be reached at:

      QUINN BUSECK LEEMHUIS TOOHEY & KROTO, INC.
      Michael P. Kruszewski, Esq.
      2222 West Grandview Boulevard
      Erie, Pennsylvania 16506
      Tel: (814) 833-2222
      Fax: (814)833-6753
      E-mail: mkruszewski@quinnfirm.com


HILTON WORLDWIDE: S&P Raises CCR to 'BB+' on Spin-off Filings
-------------------------------------------------------------
S&P Global Ratings said it raised its corporate credit rating on
Hilton Worldwide Holdings Inc. to 'BB+' from 'BB'.  The outlook is
positive.

At the same time, S&P raised the issue-level rating on the
company's senior secured credit facility to 'BBB' from 'BBB-'.  The
'1' recovery rating on the senior secured facility is unchanged,
reflecting very high recovery prospects (90% to 100%) for lenders
in the event of a payment default.  S&P also raised the issue-level
rating on the senior unsecured notes to 'BB+' from 'BB'.  The '4'
recovery rating on the notes is unchanged, reflecting average
recovery prospects (30% to 50%; lower end of the rangge) for
lenders in the event of a payment default.

"The upgrade follows the filing of Forms 10 to spin most of
Hilton's real estate and its timeshare business into two separate
publicly traded companies called Parks Hotels & Resorts Inc. and
Hilton Grand Vacations, respectively, and also reflects our
expectation for sustained leverage at levels through 2017 well
inside our upgrade leverage thresholds of 5x adjusted debt to
EBITDA and 12% FFO to adjusted debt," said S&P Global Ratings
credit analyst Emile Courtney.

S&P is raising the rating now because it can reasonably estimate
changes to the company's capital structure and the amount of EBITDA
that will remain at Hilton operating company, and S&P expects that
the spins of most of the company's real estate and the timeshare
business are only modestly leveraging events.

The positive outlook reflects anticipated EBITDA improvement and
continued deleveraging through 2017, and the possibility Hilton
could improve and sustain adjusted debt to EBITDA below 4x and FFO
to debt above 20% over the highly volatile lodging cycle.


HONEYCOMB CAPITAL: Plan, Disclosures Hearing Set for July 12
------------------------------------------------------------
Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas, Sherman Division, conditionally approved
Honeycomb Capital, LLC's disclosure statement explaining its
Chapter 11 plan of reorganization and scheduled the hearing to
consider final approval of the Disclosure Statement and to consider
the confirmation of the Plan for July 12, 2016 at 9:30 a.m.

July 8, 2016 is fixed as the last day for filing written
acceptances or rejections of the plan.

July 6, 2016 is fixed as the last day for filing and serving
written objections to: (1) final approval of the Debtor's
Disclosure Statement; or (2) confirmation of the Debtor's proposed
Chapter 11 plan.

Honeycomb Capital, LLC (Bankr. E.D. Tex., Case No. 16-40374) filed
a Chapter 11 Petition on February 29, 2016.  The case is assigned
to Judge Brenda T. Rhoades.

The Debtor's counsel is Eric A. Liepins, Esq., in Dallas, Texas.
The petition was signed by Andrew Kim, managing member.

The Debtor's estimated assets range from $1 million to $10 million
and estimated liabilities from $1 million to $10 million.

A list of the Debtor's two largest unsecured creditors is available
for free at http://bankrupt.com/misc/txeb16-40374.pdf


HORSEHEAD HOLDING: Creditors, Noteholders Object to Plan Outline
----------------------------------------------------------------
The Official Committee of Equity Security Holders, the Official
Committee of Unsecured Creditors, and Delaware Trust Company,
solely in its capacity as successor trustee to U.S. Bank National
Association, oppose the approval of the Disclosure Statement
explaining Horsehead Holding Corp. and its affiliates' Joint Plan
of Reorganization.

The Objectors point out that the Plan specifically provides (a)
"out of the money" Warrants and/or subscription rights to purchase
5% of the New Common Equity to be issued pursuant to the proposed
Rights Offerings with respect to Unsecured Notes Claims (owed in
excess of $40 million) and Banco Bilbao Credit Agreement Claims
(owed in excess of $17.5 million), (b) de minimis cash
distributions of $2.5 million to a General Unsecured Creditor Cash
Pool with respect to non-Zochem general unsecured claims (which
likely exceed $74 million according to the Debtors' estimates), and
(c) no recovery at all with respect to Convertible Notes Claims
(which claims are at least $100  million).

The Objectors complain that the Disclosure Statement lacks adequate
information regarding the terms of the Rights Offerings, which are
a critical component of the Plan considering that the Debtors
concede that they  must receive the proceeds of (a) the $150
million Equity Rights Offering to satisfy their obligations under
the DIP Facility, the Macquarie Credit Facility Obligations and to
pay Administrative Claims, which is a prerequisite to confirmation,
and (b) the $100 million Additional Capital Commitment Rights
Offering to fund the repairs to the Mooresboro Facility.  The
Disclosure Statement also contains minimal information about these
Rights Offerings as it fails to identify the "Plan Sponsors" and
their interest or claims, despite granting immense control and
value to the Plan Sponsors, the Objectors point out.

According to the Objectors, the Disclosure Statement should not be
approved without full disclosure of the identities and economic
interests of the Plan Sponsors and of their role in the case and in
the negotiation and structuring of the Plan for it is the only way
to know whether the Plan Sponsors have the financial resources to
backstop the offering, and considering that the Plan's viability
depends on a $150 million Equity Rights Offering -- which is
necessary to pay off the DIP Facility, the Macquarie Credit
Facility Obligations and various Administrative Claims in these
Chapter 11 Cases.

In addition, the Objectors complain that the Plan proposes to
impermissibly release all claims (including derivative claims) of
the Debtors and their estates in favor of U.S. Bank (the trustee
and  collateral agent for the Senior Secured Notes), the members of
the Ad Hoc Group of Senior Secured Noteholders, and the Debtors'
current and former officers and  directors, among numerous other
parties, for no consideration, and likewise, the Plan contains
improper and unjustified third party releases, overly broad
exculpation provisions and attendant injunction provisions that
must be revised to conform to applicable law.

Likewise, the Objectors aver that the Disclosure Statement does not
include any valuation of the Debtors' businesses under the Ramp Up
Scenario, which based on the Debtors' own financial projections
would yield a substantially higher value, nor any explanation of
that blatant omission.

Counsel to Delaware Trust Company:

        Scott J. Leonhardt, Esq.
        THE ROSNER LAW GROUP LLC
        824 N. Market Street – Suite 810
        Wilmington, Delaware 19801
        Telephone: (302) 777-1111
        Email: leonhardt@teamrosner.com

        -- and --

        Jonathan L. Flaxer, Esq.
        GOLENBOCK EISEMAN ASSOR BELL & PESKOE LLP
        437 Madison Avenue
        New York, New York 10022
        Telephone: (212) 907-7327
        Email: jflaxer@golenbock.com

Proposed Counsel to The Official Committee of Equity Security
Holders:

        Mark D. Collins, Esq.
        Robert J. Stearn, Jr., Esq.
        Russell C. Silberglied, Esq.
        RICHARDS, LAYTON & FINGER, P.A.
        One Rodney Square
        920 North King Street
        Wilmington, Delaware 19801
        Telephone: (302) 651-7700
        Email: collins@rlf.com
               stearn@rlf.com
               silberglied@rlf.com
               steele@rlf.com
               schlauch@rlf.com

        -- and --

        Ancela R. Nastasi, Esq.
        William S. Katchen, Esq.
        Moshie Solomon, Esq.
        Marshall E. Tracht, Esq.
        NASTASI PARTNERS
        77 Water Street, 8th Floor
        New York, New York 10005
        Telephone: (212) 744-5800
        Email: ancela@nastasipartners.com
               bill@nastasipartners.com
               moshie@nastasipartners.com
               marshall@nastasipartners.com

Counsel to the Official Committee of Unsecured Creditors:

        Kenneth A. Rosen, Esq.
        Bruce Buechler, Esq.
        Michael Savetsky, Esq.
        Philip J. Gross, Esq.
        Amiad Kushner, Esq.
        LOWENSTEIN SANDLER LLP
        65 Livingston Avenue
        Roseland, New Jersey 07068
        Telephone: (973) 597-2500
        Facsimile: (973) 597-6247
        Email: krosen@lowenstein.com
               bbuechler@lowenstein.com
               msavetsky@lowenstein.com
               pgross@lowenstein.com
               akushner@lowenstein.com

        -- and --

        Howard A. Cohen, Esq.
        Robert K. Malone, Esq.
        DRINKER BIDDLE & REATH LLP
        222 Delaware Avenue, Ste. 1410
        Wilmington, DE 19801 (302) 467-4200
        Telephone: (302) 467-4201
        Email: howard.cohen@dbr.com
               Robert.Malone@dbr.com

                About Horsehead Holding Corp.

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

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

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

The Debtors disclosed total assets of $1 billion and total
liabilities of $544.6 million.  As of the Petition Date, the
Debtors' consolidated long-term debt obligations 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.  The Unsecured Creditors Committee is represented
by:

          Kenneth A. Rosen, Esq.
          Bruce Buechler, Esq.
          Philip J. Gross, Esq.
          LOWENSTEIN SANDLER LLP
          65 Livingston Avenue
          Roseland, NJ 07068
          Telephone: (973)597-2500
          Facsimile: (973)597-6247
          E-mail: krosen@lowenstein.com
                  bbuechler@lowenstein.com
                  pgross@lowenstein.com

The U.S. Trustee's office appointed Aquamarine Capital and six
others to serve on Horsehead Holding Corp.'s committee of equity
security holders.


IES GLOBAL: Moody's Lowers CFR to B3, Outlook Negative
------------------------------------------------------
Moody's Investors Service downgraded the ratings of IES Global B.V.
including its Corporate Family Rating and Probability of Default
Ratings to B3 and B3-PD from B2 and B2-PD, respectively.
Concurrently, the rating on the company's $270 million first lien
term loan was downgraded to B3 from B2.  The ratings downgrade was
driven by lower than expected operating performance due to
challenging conditions in the company's construction, mining and
agricultural end-markets including lower demand in certain of its
Brazilian operations.  The outlook is negative due to limited
visibility into the timing and magnitude of an end market recovery
as well as anticipated tight near-term covenant headroom.

Moody's downgraded these ratings of IES Global B.V.:

  Corporate Family Rating, to B3 from B2
  Probability of Default Rating, to B3-PD from B2-PD
  $270 million first lien term loan, to B3 (LGD-4) from B2 (LGD-4)
   Outlook, Negative

                         RATINGS RATIONALE

IES' B3 CFR is reflective of the company's modest revenue scale,
exposure to cyclical end-markets and high leverage counterbalanced
by positive free cash flow, diverse global end-markets and long
established relationships with large heavy equipment manufacturers
and dealers.  The company is operating in end-markets that continue
to face headwinds and meaningful de-leveraging is unlikely over the
intermediate term.  Moody's anticipates that the company will
continue to focus on cost restructuring activities to mitigate a
portion of the earnings pressure.

During the last twelve months ended March 31, 2016, the company's
debt/EBITDA (including Moody's standard adjustments) exceeded 5.5x
with EBITDA/interest coverage of approximately 2.0x.  The decline
in oil and other commodity prices is reducing capital expenditures
and demand for heavy equipment by energy and industrial customers
that is translating to lower than expected revenue and earnings for
IES.  The company has been taking proactive restructuring actions
to counterbalance some of the downward pressure on earnings and IES
is adjusting its capital spending based on reduced customer
volumes, but Moody's expects revenue declines will continue to
pressure IES' earnings and cash flow.

The ratings reflect the expectation that the company will generate
positive free cash flow aided by the shift to pay-in-kind interest
on the $70 million second lien term loan last fall, as well as
availability under its $85 million revolver expiring in August
2018.  Of note, quarterly debt amortization of $3.6 million is high
relative to cash flows and consumes most or all of the company's
free cash flow.  In addition, Moody's believes that there is risk
of a covenant violation over the next 12-15 months if end markets
do not stabilize by the end of 2016.

Stabilization of the outlook would be contingent on improving
financial performance including top line revenue growth and a
stabilization in end-market conditions.

Upward rating momentum would depend on debt/EBITDA improving
towards 5.0 times, EBIT to interest exceeding 1.5x and the
maintenance of an adequate liquidity profile.

Downward rating momentum would develop if the company's liquidity
profile were to weaken including a deterioration in free cash flow,
less effective availability under its revolver, or heightened risk
of a covenant violation.  A continued decline in end markets or
operating results such that debt/EBITDA exceeds 6.5 times could
also lead to a downgrade.

The principal methodology used in these ratings was Global
Manufacturing Companies published in July 2014.

IES Global B.V., located in Oak Brook, IL is an integrated, global
manufacturer of a diversified range of highly engineered cab
enclosures and attachment tools for the off-highway industry.  The
company was created in 2011 with the combination of Paladin Brands
(including Paladin Attachments, Genesis, Pengo, Jewell) and Crenlo,
while Siac do Brasil and CWS were acquired in 2012.  IES acquired
Kodiak Manufacturing, a manufacturer of agricultural implements, in
February 2015.  Revenues for the last twelve months ended March 31,
2016, totaled approximately $490 million.  IES is owned by KPS
Capital Partners, L.P., a manager of a family of private equity
funds.



INMOBILIARIA LEGUISAMO: Seeks to Hire Rafael Cruzado as Appraiser
-----------------------------------------------------------------
Inmobiliaria Leguisamo Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Puerto Rico to hire Rafael Cruzado as its
appraiser.

The Debtor tapped an appraiser to prepare a valuation of its
property located at Bo. Leguisamo, Carr. 352, km 4.6, Mayaguez,
Puerto Rico.

The Debtor will employ Mr. Cruzado on the basis of a $300 for work
performed, according to court filings.

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

Mr. Cruzado's contact information is:

     Rafael Arcaya Cruzado
     PO Box 6020
     Mayaguez, PR 00681
     Phone: (787)265-5150

The Debtor can be reached through:

     Nydia Gonzalez Ortiz
     Santiago & Gonzalez Law, LLC
     11 Betances Street
     Yauco, PR 00698
     Tel:(787)267-2205 / 267-2252
     Email: bufetesg@gmail.com

                   About Inmobiliaria Leguisamo

Inmobiliaria Leguisamo Inc. sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D.P.R. Case No. 16-00123) on January
13, 2016.  The Debtor is represented by Nydia Gonzalez Ortiz, Esq.,
at Santiago & Gonzalez Law, LLC.


INVERRARY RESORT: Secured Lender Wants to Halt Cash Collateral Use
------------------------------------------------------------------
Secured lender SHE DDF1-FL2, LLC, wants a Bankruptcy Court order
prohibiting The Inverrary Resort Hotel Condominium Association,
Inc., Nirvana Inverrary Lofts, Inc., and Alrames S.A.de C.V. Corp.
from using cash collateral pledged to repay a $2.5 million loan
executed by non-Debtor affiliates Getsa Corp. and International
Resorts Corp. in favor of Peninsula Bank.  Pursuant to the Loan
Documents, all cash, including rents, security deposits, and
profits, generated from the Real Property constitute Secured
Lender's collateral.  

The Debtor has been using Secured Lender’s Cash Collateral since
the Petition Date without the Secured Lender's Consent and without
authorization from the Court in violation of Section 363(c)(2) of
the Bankruptcy Code.  

SHE DDF1-FL2, LLC, is represented by:

          Matthew A. Petrie, Esq.
          EHRENSTEIN CHARBONNEAU CALDERIN
          501 Brickell Key Drive, Suite 300
          Miami, FL 33131
          Telephone (305) 722-2002
          E-mail: map@ecclegal.com

The Inverrary Resort Hotel Condominium Association, Inc., Nirvana
Inverrary Lofts, Inc., and Alrames S.A.de C.V. Corp. filed
voluntary chapter 11 petitions (Bankr. S.D. Fla. Case Nos.
16-17792, 16-17799 and 16-17802) on May 31, 2016.  The three
Debtors are represented in their jointly administered cases by
Jason Slatkin, Esq., at Slatkin & Reynolds, P.A., in Ft.
Lauderdale.  At the time of the filings each single asset real
estate Debtor estimated its assets at less than $50,000 and its
debts at more than $1 million.  


IRENE STACY COMMUNITY: Taps Maher Duessel as Accountant
-------------------------------------------------------
Irene Stacy Community Mental Health Center seeks approval from the
U.S. Bankruptcy Court for the Western District of Pennsylvania to
hire Maher Duessel as its accountant.

Maher Duessel will assist the Debtor with financial and pension
audits.  The current hourly rates of the partners, associates and
paraprofessionals of the firm range from $65 to $195.

Tim Morgus, a certified public accountant at Maher Duessel,
disclosed in a court filing that he and the firm are "disinterested
persons" as defined in section 101(14) of the Bankruptcy Code.

Maher Duessel can be reached through:

     Tim Morgus
     Maher Duessel
     D.L. Clark Building
     503 Martindale Street, Suite 600
     Pittsburgh, PA 15212
     Phone: 412.471.5500
     Fax: 412.471.5508
     tmorgus@md-cpas.com

The Debtor can be reached through its counsel:

     Allison L. Carr, Esq.
     Bernstein-Burkley, P.C.
     707 Grant Street, 2200 Gulf Tower
     Pittsburgh, PA 15219
     acarr@bernsteinlaw.com
     (412) 456-8120 (phone)
     (412) 456-8135 (fax)

                        About Irene Stacy

Irene Stacy Community Mental Health Center sought protection under
Chapter 11 of the Bankruptcy Code in the Western District of
Pennsylvania (Pittsburgh) (Case No. 15-24605) on December 18, 2015.
The petition was signed by Brent Olean, Board president.  

The Debtor is represented by Allison L. Carr, Esq., at
Bernstein-Burkley, P.C.  The case is assigned to Judge Thomas P.
Agresti.

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


IVENS PROPERTIES: Unsecureds to Get 100% Under Plan No. 2
---------------------------------------------------------
Ivens Properties, Inc., filed with the U.S. Bankruptcy Court for
the Eastern District of Tennessee, at Knoxville, a disclosure
statement in support of plan of reorganization no. 2.

The Debtor proposes to pay general unsecured creditors 100%
dividend after payment in full of administrative claims and U.S.
Trustee fees, without interest with payments from future net
profits as funds are available until the allowed claim is paid in
full.

The Debtor filed a first Plan as Amended (Fourth Amended) Plan,
which was subject to trial on confirmation held on December 17,
2015, and continued to April 29, 2016.  The Court denied
confirmation of the Fourth Amended Plan primarily due to lack of
feasibility by order entered April 29, 2016.

The Debtor has filed Plan No. 2 at this time with deferred required
payments to unsecured Class 5 to cure the feasibility requirements.
Also with current leases, the Debtor is expecting increased rents
during 2016 and has adjusted the prior projected expenses and
income in Exhibit "A-1" to account for future potential budget
expense increases.

A full-text copy of the Disclosure Statement is available at
http://bankrupt.com/misc/tneb15-30094-209.pdf

Ivens Properties, Inc. (Bankr. E.D. Tenn., Case No. 15-30094) filed
a Chapter 11 Petition on January 14, 2015.  The bankruptcy case is
assigned to Judge Suzanne H. Bauknight.

The Debtor's counsel Richard M. Mayer, Esq., and John P. Newton,
Jr., Esq., at Law Offices of Mayer & Newton, in Knoxville,
Tennessee.  The petition was signed by Mark Ivens, president.

The Debtor has estimated assets ranging from $1 million to $10
million and estimated liabilities ranging from $1 million to $10
million.

A list of the Debtor's two largest unsecured creditors is available
for free at http://bankrupt.com/misc/tneb15-30094.pdf


J. CREW: Bank Debt Trades at 26% Off
------------------------------------
Participations in a syndicated loan under which J. Crew is a
borrower traded in the secondary market at 74.13
cents-on-the-dollar during the week ended Friday, June 3, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.10 percentage points from the
previous week.  J. Crew pays 300 basis points above LIBOR to borrow
under the $1.56 billion facility. The bank loan matures on Feb. 27,
2021 and carries Moody's B2 rating and Standard & Poor's B- rating.
The loan is one of the biggest gainers and losers among 247 widely
quoted syndicated loans with five or more bids in secondary trading
for the week ended June 3.


JG WENTWORTH: S&P Lowers ICR to 'CCC+' on Weakening Credit Metrics
------------------------------------------------------------------
S&P Global Ratings said it lowered its issuer credit rating on J.G.
Wentworth LLC to 'CCC+' from 'B'.  The outlook is negative.

At the same time, S&P lowered its issue-level rating on the
company's senior secured debt to 'CCC+' from 'B'.  S&P also revised
the recovery rating to '4' from '3', indicating that creditors
could expect 30%-40% recovery in the event of payment default.

"Our rating action stems from continued poor performance in the
structured settlement business, combined with significant debt
servicing requirements, that results in a significantly weaker
liquidity position," said S&P Global Ratings credit analyst Chris
Cary.  "As of March 31, 2016, the company's cash balance declined
to about $26 million from $53 million in the prior quarter.  Credit
metrics have weakened significantly.  Including securitizations,
debt to EBITDA has increased beyond our expectations to more than
20x, while interest coverage has dropped below 1x as of March 31,
2016."

The company has several initiatives to raise cash over the next
year while it tries to restore top-line growth and further reduce
costs in its structured settlement business, but it will depend on
favorable market conditions to achieve them.  During 2015, the
company acquired a mortgage operation, which has been growing and
is starting to generate some cash.  However, this is still
insufficient to make up for the declines in the company's
structured settlement business, by S&P's estimation.  J.G.
Wentworth also faces heightened financing risks because of more
costly and potentially limited access to funding in the capital
markets, in S&P's view.  Furthermore, its stock price recently
dropped below $1, so it could be delisted from the New York Stock
Exchange, which could limit the company's access to equity capital.


J.G. Wentworth's management has aggressively taken steps to reduce
costs in its structured settlement business.  In addition, the
company could preserve cash by reducing marketing spending in this
segment.  Any such action will buy the company time while it tries
to grow its mortgage origination business.  Continued success in
the mortgage segment could provide necessary diversification and
help the company rebuild cash in addition to the other initiatives
to raise cash, which would support the rating.

The negative outlook reflects the risk that the company won't be
able to access the capital markets over the next 12 months to
replenish its cash reserves, possibly by selling or securitizing
assets.  In S&P's opinion, the mortgage origination business won't
grow to a scale at which it will generate sufficient revenue to
restore overall profitability for several quarters.

S&P could lower the ratings further if market conditions, including
competition or interest rate volatility, lead to lower revenue, or
if the company has difficulty accessing funding or selling assets,
resulting in further rapid deterioration of cash balances.

While an upgrade is unlikely, if S&P gains clarity on J.G.
Wentworth's immediate funding situation and if the company
demonstrates positive results from the cost reductions in its
structured settlement business and grows its mortgage business over
the next 12 months, S&P could revise the outlook to stable.


JO-LIN HEALTH: Turns to Paycor to Get Payroll Processing Straight
-----------------------------------------------------------------
Jo-Lin Health Center, Inc., failed to pay employee withholding
taxes toward the end of 2015 and first portion of 2016.  As a
result, on May 4, 2016, United States Department of Treasury,
through its agency, the Internal Revenue Service, setoff funds owed
to the Debtor by the Department of Health and Human Services under
the Medicare Program.  Although the Debtor attempted to contact the
IRS through various methods to negotiate payment terms, it was
unsuccessful.  The Debtor was concerned that continued set-offs by
the IRS would result in the inability to pay wages or other
critical expenses.  Accordingly, the Debtor commenced its Chapter
11 case to maintain the ongoing revenue from Medicare payments so
that it can continue operating and providing quality care to its
patients, while also generating revenues for the benefit of
creditors and all other interested parties.

The Debtor employs 140 individuals on both hourly and salaried
terms, and who are paid on a bi-weekly basis.  The Debtor has
historically processed and paid its payroll internally.  As noted
above, the Debtor had a lapse in payment of sums withheld from
employees and believes that using a third-party processor to handle
the calculation and payment of wages and salaries, along with the
related tax and other withholdings, will provide an economic and
efficient way to fulfill the Debtors’ legal obligations in this
area.  

The Debtor has selected Paycor as the third-party processor.
Switching to Paycor, the Debtor says, will assure its ability to
comply with a regulatory requirement that employee time data be
submitted electronically as of July 1, 2016.  Jo-Lin will pay
Paycor and initial $5,000 implementation fee plus about $22,000 per
year (approximately $845 per bi-weekly payroll period) for its
various services.

Although the Debtor believes that entering into the Contract with
Paycor to handle its payroll processing and related reporting is
within the ordinary course of its business, it seeks Court approval
to enter into and perform the Contract for the avoidance of doubt.
Entering into the Contract with Paycor arguably constitutes
obtaining credit, and if such an activity was deemed to be outside
the ordinary course of business, court approval would be required
under 11 U.S.C. Sec. 364(b).  In addition, because the Debtor will
be using future receipts (cash collateral) to pay for Paycor’s
services, if the Contract was deemed to be outside the ordinary
course of business, court approval would be required under 11
U.S.C. Sec. 363(c).  Accordingly, the Debtor asks the Court to
enter an order holding that, to the extent it may fall outside the
ordinary course of the Debtor’s business, entering into the
Contract with Paycor is an appropriate basis for incurring
post-petition unsecured credit, and that payment to Paycor is an
authorized us of the Debtor’s cash collateral.

                   About Jo-Lin Health Center

Jo-Lin Health Center, Inc., owns and operates a 125-bed nursing
home facility.  An increase in Ohio's "bed tax" caused Jo-Lin to
seek chapter 11 protection (Bankr. S.D. Ohio Case No. 16-11898) on
May 17, 2016.  The Debtor estimated both assets and liabilities in
the range of $1 million to $10 million.


JOHN ALDEN: S&P Affirms Then Withdraws 'BB+' CCRs
-------------------------------------------------
S&P Global Ratings affirmed its 'BB+' financial strength and
long-term counterparty credit ratings on Assurant Inc.'s health
entities, John Alden Life Insurance Co. and Time Insurance Co.
Subsequently, S&P withdrew its ratings at the issuer's request.

"We expect Assurant Health to maintain capital that is redundant at
least at the 'BBB' level per our insurance risk-based capital
model.  We based our rating affirmation on the assumption that the
parent will continue to provide adequate resources, both from a
capital and operations point of view, to successfully run-off its
health operations," said S&P Global Ratings credit analyst Deep
Banerjee.  "The parent has a track record of this commitment, as
evidenced by its approximate $500 million capital infusion for
full-year 2015.  The parent did take a dividend of $65 million from
the health operations in first-quarter 2016 because the run-off of
the business reduced required capital at the operating entities.
The total insured members at Assurant Health dropped from about
389,000 at year-end 2015 to 26,000 as of March 31, 2016.  This
sharp drop is due to the expiration of annual insurance contracts,
which are not being renewed by the company."

Assurant Health put its health operations into run-off in June
2015.  The company expects to substantially complete the run-off by
year-end 2016.  Assurant Health has reported a net operating loss
on a generally accepted accounting principles (GAAP) basis of $368
million in 2015.  In first-quarter 2016, it reported operating
losses of $27 million compared with a loss of $84 million during
the same period in 2015.  The statutory operating company capital
was $465 million as of March 31, 2016, with the expected
commissioning of its large open-pit copper development project
Cobre Panama in 2018.

S&P classifies FQM's financial risk profile as highly leveraged.
FQM saw adjusted net debt to EBITDA of 6.8x in 2015 and deeply
negative free operation cash flow (FOCF) due to heavy expansionary
capital expenditures (capex).  Still, S&P expects FQM will be able
to reduce adjusted leverage to about 6x, despite high capex, thanks
to cost cuts and incremental volumes.

The stable outlook reflects S&P's expectation that FQM will be able
to cover its material negative discretionary cash flows with its
available liquidity sources in the coming two years, and reduce its
adjusted debt to EBITDA to about 6x through cost reduction and
volume increases.

A downgrade could be triggered by a further decline in copper or
gold prices, operational set-backs, adverse country risk
developments in Zambia, or negative financial policy decisions.  In
S&P view, this could lead to a liquidity deterioration, including a
covenant breach.

S&P could consider a one-notch upgrade to 'B' if FQM's earnings
improve beyond S&P's base-case assumption, resulting in comfortable
headroom under bank loan covenants and an adjusted debt to EBITDA
ratio of about 5x.


JOSEPH FUNK: Selling House for $1,500 to Cousin
-----------------------------------------------
Debtors Joseph R. Funk and Jayne L. Funk filed a motion to sell to
Nathan Hughes, their cousin, the house only located on real
property commonly known as 308 W. 10th St., Neligh, Nebraska and W2
Lots 7-9, Block 35, Neligh City, Neligh, Antelope County, Nebraska.
The house will be sold for $1,500 and will be moved from the real
property, and that real property will be retained by the Debtors.
The secured creditor, the Internal Revenue Service, will retain its
lien, in its priority established under Nebraska or applicable law,
upon the proceeds of the sale of the personal property.

Joseph R. Funk and Jayne L. Funk sought Chapter 11 protection
(Bankr. D. Nebr. Case No. 12-42395) on Nov. 1, 2012.

The Debtors' attorney:

         JEFFREY, HAHN & HEMMERLING, PC, LLO
         John C. Hahn, Esq.
         5640 S. 84th Street, Suite 100
         Lincoln, NE 68516
         Tel: (402) 483-7711
         E-mail: john@jhhz.net


K. HANNAH CORP: Case Summary & 15 Unsecured Creditors
-----------------------------------------------------
Debtor: K. Hannah Corp.
           dba Karry's Automotive
           dba Karry's Automotive of Cape Coral
           dba Karry's Automotive Group
        455 N.E. 5th Ave., Suite D-339
        Cape Coral, FL 33991

Case No.: 16-04879

Chapter 11 Petition Date: June 6, 2016

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtor's Counsel: Daniel R Fogarty, Esq.
                  STICHTER, RIEDEL, BLAIN & POSTLER, P.A.
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  E-mail: dfogarty.ecf@srbp.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Barbara J. Hannah, president.

A list of the Debtor's 15 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb16-04879.pdf


K. HANNAH: Makes Emergency Request to Use Cash Collateral
---------------------------------------------------------
K. Hannah Corp. tells the U.S. Bankruptcy Court that it needs
immediate access to cash collateral pledged to secure repayment of
loans from Branch Banking and Trust.  The Debtor owes approximately
$902,000 to the Bank.  The Debtor needs access to the cash
collateral to fund its operating expenses and the costs of
administering its chapter 11 case.  The Debtor proposes granting
the Bank postpetition replacement liens.  

For the next three months the Debtor projects sales of $70,000 per
month and expenses of just under $56,000 per month.  

Branch Banking and Trust Company is represented by:

          J. Marshall Moorhead, Esq.
          Tanya Yatsco, Esq.
          Beverly Snider, Esq.
          ADAMS AND REESE LLP
          E-mail: marshall.moorhead@arlaw.com
                  tanya.yatsco@arlaw.com
                  beverly.snider@arlaw.com

The Debtor also discloses the existence of a judgment lien
certificate filed by Pine Portfolio, LLC, as as successor in
interest to EverBank.  Pine Portfolio is represented by:

          James M. Riley, Esq.
          ROGERS TOWERS
          E-mail: jriley@rtlaw.com

K. Hannah Corp. owns and operates Karry's Automotive, a family
owned and operated
full-service automotive repair facility that services Cape Coral,
Fla., as well as surrounding areas.  The Debtor has operated from
its current location since 2001.  The Debtor sought chapter 11
protection (Bankr. S.D. Fla. Case No. 16-04879) on June 6, 2016,
and is represented by Daniel R. Fogarty, Esq., at Stichter, Riedel,
Blain & Postler, P.A., in Tampa, Fla.


KARINA LEE HOWE: Plan Agent Seeks $1.18MM Sale of Property
----------------------------------------------------------
Brent D. Meyer, disbursing agent under the confirmed plan for
debtor Karina Lee Howe, seeks authority to sell, free and clear of
liens, to Marco Wan and Sarah Chui, or the successful over-bidder,
the residential real property commonly known as 2720 36th Ave., San
Francisco, CA, a single-family residence, for $1,180,000.  

The sale does not include any personal property. In the event the
disbursing agent does not deliver the Real Property vacant at
closing, the Buyer receives a $29,451 credit.

The sale is a "short sale," i.e., one of the lenders is accepting
less money than it is owed under their respective deeds of trust.
Nationstar ("Senior Mortgage" pursuant to a subordination
agreement) will be paid in full, and its approximate payoff demand
is $900,000.  Citibank ("Junior Mortgage") has a current payoff
amount in excess of $375,000 but will accept $110,000 to release
its lien, or such other amount that is determined in the event of
overbidding.  The agreed "carve out" in favor of the bankruptcy
estate is approximately $110,533, or such other amount that is
determined in the event of overbidding.  Pursuant to the
accompanying compromise, the Tenants will receive $29,451; and if
they do not vacate timely that amount is credited to Buyer.  That
will be determined after the successful overbidder has been
identified, from the monies it would otherwise receive from the
sale and from the monies held by the disbursing agent from rents
from the Real Property.  The sale will be free and clear of: (1)
the senior deed of trust in favor of HSBC Bank USA, National
Association as Trustee for Deutsche Alt-A Securities, Inc. Mortgage
Loan Trust, Series 2007-AR3, Mortgage Pass-Through Certificates,
and Nationstar Mortgage LLC, its servicing agent (collectively,
"Nationstar," Proof of Claim #3 herein); and (2) the junior deed of
trust in favor of CITIBANK (West), FSB ("Citibank," no Proof of
Claim yet filed).

The disbursing agent will pay from the proceeds of sale all
outstanding real property taxes and city taxes as of the date of
the close of escrow.  The disbursing agent will also pay the
mortgages and the compromise payment to the Tenants, if applicable.
The disbursing agent will also pay from the proceeds of sale a 5%
commission based on the sales price to the bankruptcy estate's
broker, Mark Benson and Property Management Systems, who, in turn
will share the commission equally with the Buyer's broker.
The sale is "as is, where is" without any representations or
warranties, express or implied, and has no contingencies.

The sale is subject to overbid.  The minimum initial overbid will
be $1,190,000, with subsequent overbids in not less than $2,500
increments until the highest and best offer is reached.  Any person
wishing to overbid must deliver to the disbursing agent's real
estate broker:

         Mark Benson
         PROPERTY MANAGEMENT SYSTEMS
         10 Rollins Road, Suite 215
         Millbrae, CA 94030
         Tel: (650) 342-6600

by no later than Monday, June 27, 2016, at 4:00 p.m. California
time, a written offer to purchase the Real Property for at least
$1,190,000 on the above terms, together with a cashier's check in
the amount of $35,400 as a good faith deposit made payable to
"Brent D. Meyer, Disbursing Agent," and PROOF OF FINANCIAL ABILITY
TO CONSUMMATE THE TRANSACTION, AND A TELEPHONE NUMBER WHERE YOU CAN
BE REACHED.

Karina Lee Howe is subject to a Chapter 11 case (Bankr. N.D. Cal.
Case No. 14-31259).

Brent D. Meyer is the disbursing agent under an "Order Confirming
PNC Mortgage, A Division of PNC Bank, N.A.'s Combined Plan of
Reorganization and Approved Disclosure Statement Dated May 4, 2015"
entered on Aug. 6, 2015,

Attorneys for Disbursing Agent Brent D. Meyer:

         Jeremy W. Katz
         Linda Sorensen
         SHIERKATZ RLLP
         930 Montgomery Street, Suite 600
         San Francisco, CA 94133
         Telephone: (415) 895-2895
         Facsimile: (415) 520-5879
         E-mail: jkatz@shierkatz.com


KIVA CONSTRUCTION: Sperry Okayed to Auction Property
----------------------------------------------------
Kiva Construction & Engineering, Inc., on June 2, 2016, won
approval from the U.S. Bankruptcy Court for the Eastern District of
Louisiana to employ Sperry Van Ness/Gilmore Auction & Realty
Company to conduct a sale via auction of property referred to as
10.00 Acres more or less, designated as Parcel A in Sections 11,
12, 13 & 14-16-14, 186 Zimmer Road, Gibson, LA 70356.

The sale of the Property will be free and clear of claims, liens,
encumbrances, or any other interests of any kind in or upon the
Property, with such Liens being referred to the sale proceeds in
the same rank, priority and validity as existed at the time of the
sale.  The sale of the Property will be "AS IS" without any
warranty whatsoever, even as to title, free and clear of all Liens.
Pursuant to the Auction Agreement, an auction fee in the form of a
10% buyer's premium shall be added to the purchaser(s)' final bid
price and included in the total contract price.

Kiva Construction & Engineering, Inc., sought Chapter 11 protection
(Bankr. E.D. La. Case No. 13-11576) on June 6, 2013. Paul C.
Miniclier, Esq., at the Law Office of Paul C. Miniclier, in New
Orleans, serves as counsel to the Debtor.  The Debtor estimated
$1,000,001 to $10,000,000 in assets and debt.


KLAMON LLC: Case Summary & 15 Unsecured Creditors
-------------------------------------------------
Debtor: Klamon LLC
           dba Down South Offroad Park
        19230 Rio Villa Drive
        Houston, TX 77049

Case No.: 16-32904

Chapter 11 Petition Date: June 6, 2016

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Hon. Jeff Bohm

Debtor's Counsel: Ronald J Sommers, Esq.
                  NATHAN SOMMERS JACOBS, APC
                  2800 Post Oak Blvd, 61st Fl
                  Houston, TX 77056-6102
                  Tel: 713-892-4801
                  Fax: 713-892-4800
                  E-mail: efilers@nathansommers.com

Total Assets: $1.71 million

Total Liabilities: $3.35 million

The petition was signed by James Hunter Clamon, manager.

A list of the Debtor's 15 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txsb16-32904.pdf


KSS HOLDINGS: S&P Affirms 'B+' CCR Over Ningbo Joyson Deal
----------------------------------------------------------
S&P Global Ratings affirmed its 'B+' corporate credit rating on KSS
Holdings Inc., the parent of Key Safety Systems Inc. (the borrower
under the credit agreement).  The outlook is stable.

At the same time, S&P affirmed its 'B+' issue-level rating on Key
Safety Systems' senior secured debt.  The '3' recovery rating on
the term loan is unchanged, indicating S&P's expectation for
meaningful (50%-70%; lower half of the range) recovery in the event
of a default.

KSS Holdings, on June 2, 2016, announced the completion of its
merger with Ningbo Joyson Electronic Corp. (Joyson), following
which, KSS will operate as an independent group company
headquartered in Michigan.  S&P views KSS to be a strategically
important subsidiary of Joyson and assesses Joyson's group credit
profile to be 'b+', the same as KSS' stand-alone credit profile.

"The affirmation reflects our view of the credit profile of the
group as a whole following the merger and our assessment of the
amount and timeliness of any credit support KSS would receive under
stress from Joyson," said S&P Global Ratings analyst Nishit
Madlani.

S&P's stable outlook on KSS reflects S&P's view that the company
will reduce its debt over the next 12 months, allowing it to
maintain a debt-to-EBITDA ratio of about 4.0x-4.5x and good
prospects for positive FOCF.


LAKESHORE VETERINARY: Disclosure Statement Hearing Set for June 23
------------------------------------------------------------------
Hearing on the conditional approval of the disclosure statement
explaining the plan of reorganization for Lakeshore Veterinary
Hospital & Pet Lodge (A Professional Veterinary Medicine
Corporation) is continued to June 23, 2016, at 10:00 a.m., before
the U.S. Bankruptcy Court for the Eastern District of Louisiana.

The debtor must file an amended Disclosure Statement no later than
June 17, 2016, and notice it for hearing on June 23, 2016, at 10:00
a.m. in Room B-709, 500 Poydras Street, New Orleans, Louisiana.
Objections must be filed no later than June 22, 2016 at noon.

Lakeshore Veterinary Hospital & Pet Lodge (A Professional
Veterinary Medicine Corporation)(Bankr. E.D. La., Case No.
15-13308) filed a Chapter 11 Petition on December 29, 2015.  The
Debtor is represented by Robin R. DeLeo, Esq., at The De Leo Law
Firm, LLC.


LAREDO WO: Case Summary & 7 Unsecured Creditors
-----------------------------------------------
Debtor: Laredo WO, LTD., a Texas limited partnership
        1175 W. Bitters Road, Suite 100
        San Antonio, TX 78216

Case No.: 16-51297

Chapter 11 Petition Date: June 6, 2016

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Hon. Ronald B. King

Debtor's Counsel: Eric Terry, Esq.
                  ERIC TERRY LAW, PLLC
                  4040 Broadway Ste. 450
                  San Antonio, TX 78209
                  Tel: (210) 468-8274
                  Fax: (210) 319-5447
                  Email: eric@ericterrylaw.com

Total Assets: $69.59 million

Total Debts: $36.50 million

The petition was signed by Bradford A. Galo, CEO of Galo, Inc.
(managing GP of ABG Enterprises, Ltd.)

List of Debtor's seven Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
ABG Development, Ltd.                                      $5,101
1175 West Bitters
Rd., Ste. 100
San Antonio, TX 78216

BKD, LLP                                                   $7,000
10001 Reunion
Place, Ste 400
San Antonio, TX 78216

Elder, Bray &                                                $346
Bankler, PC
755 E. Mulberry Ste.
San Antonio, TX 78212

Law Office of                                              $9,329
Ronald Hagauer
1602 N. Loop 1604
W, #LL-102
San Antonio, TX 78248

Morrison & Head, LP                                        $4,500
4210 Spicewood
Springs Rd. #211
Austin, TX 78759

Plateau Land &                                             $2,957
Wildlife
Management, Inc.
PO Box 1251
Dripping Springs,
TX 78620

Stantec Consulting                                         $4,068
Services, Inc.
13980 Collections
Center Drive
Chicago, IL 60693


LAWRENCE FROMELIUS: Seeks to Spend $200K to Demolish Structures
---------------------------------------------------------------
At a hearing today, June 8, 2016, at 10:30 a.m., Lawrence D.
Fromelius will ask the U.S. Bankruptcy Court for the Northern
District of Illinois to pay $199,700 to a demolition contractor to
demolish problematic structures at its property in 311 East
Greenfield Ave., in Milwaukee, Wisconsin.

The Debtor is the sole member of East Greenfield Investors LLC,
which in turn is the sole member of Golden Marina Causeway LLC.
Golden Marina is itself a debtor in possession in a related chapter
11 case, pending before the Court as Case No. 16-3587.

Golden Marina owns two parcels of real estate, located at 302 and
311 East Greenfield Ave., in Milwaukee, Wisconsin.  The Greenfield
properties are incredibly valuable.  They are located in the Inner
Harbor area of Milwaukee, which is the target of several
redevelopment efforts.  These efforts have been led by the nearby
opening of the Global Water Center, an incubator for water tech
firms, and the new University of Wisconsin–Milwaukee School of
Freshwater Sciences.  The Greenfield properties are ideally located
for development into retail space, a marina, or even other uses.

Counsel to the Debtor, Jeffrey K. Paulsen, Esq., at FactorLaw,
explains that despite their attractions, the Greenfield properties
are difficult to maintain.  The 311 E. Greenfield site once housed
a coke and gas facility, leather tanneries, and a scrap and salvage
operation.  In January 2007, the U.S. EPA entered into an
Administrative Settlement Agreement and Order on Consent (AOC) with
the Potentially Responsible Parties (PRPs) for the conduct of a
Remedial Investigation/Feasibility Study (RI/FS) covering portions
of the site.  The PRPs that voluntarily signed the AOC include
American Natural Resources Company, Cliffs Mining Company, Maxus
Energy Corporation, and Wisconsin Electric Power Company and
Wisconsin Gas LLC (WE Energies).  East Greenfield Investors LLC,
the Debtor's parent company, is also participating in the agreement
as a non-PRP Bonafide Prospective Purchaser.  The PRPs and the East
Greenfield Investors are conducting an RI/FS including a baseline
risk assessment and ecological assessment at the site.  The
Remedial Investigation, which includes soil, groundwater, and
sediment sampling, began in October 2008.  The purpose of the
Remedial Investigation is to get a more precise idea of the
environmental problems at the site.

When enough information about the site is gathered, it will be used
to complete a document called a remedial investigation report.  The
EPA plans to deem the report "final" in 2016 and make it available
to the public. After this report is final, the companies will
submit another document for EPA's review and approval called a
feasibility study.  This study will compare different cleanup
options for the site.  The EPA will then select a remedy for the
affected portions of the site.

Apart from the environmental issues, the City of Milwaukee has
filed a petition with the Circuit Court for Milwaukee County,
Wisconsin, asking for an order compelling Golden Marina to raze
seven buildings it deems unfit for human habitation, occupancy, or
use.  The Debtor has been evaluating contractors to raze the
building but, due to apparent asbestos in the buildings and other
issues, the entire process will be very expensive, possibly
$330,000 or more.  Because the work has not been completed, the
City of Milwaukee has asked the state court to hold Golden Marina
in contempt. A continued hearing on that motion is scheduled for
July 15, 2016.

Neither the Debtor nor Golden Marina have sufficient funds to
complete the entire demolition.  The Debtor has engaged in
extensive efforts to find financing to complete the work: Golden
Marina filed for bankruptcy in part to attract superpriority
financing.  To date, however, those efforts have not been entirely
successful.  The Debtor located some potential lenders, but their
terms were not acceptable to the Debtor or his creditors. The
Debtor eventually received a letter of intent for the financing
from the Schultz Group, but the financing was tied to a quick
purchase of the Greenfield properties, and the proposal drew
objections from several parties in interest.

It is the Debtor's understanding that three of the structures on
the 311 E. Greenfield property, all located at the north end of the
site, (the "North Structures") are particularly problematic, and
that the City of Milwaukee is particularly interested in seeing the
North Structures demolished as soon as possible.  The Debtor has
obtained a quote from the MRD Group to demolish just the North
Structures, rather than all of the structures on the property. The
cost is substantially less: just $199,700.

Golden Marina has no cash, but the Debtor is currently holding
approximately $238,000.  The Debtor proposes to use cash from his
personal bankruptcy estate to pay MRD work to demolish the North
Structures. This will allow the Debtor to satisfy the City of
Milwaukee's immediate concerns, while protecting the value of the
Greenfield properties, which are to be sold and the proceeds paid,
ultimately, to the Debtor's creditors.  (The Debtor's plan provides
that the Greenfield properties will be sold and the proceeds
distributed to his creditors.  The Debtor does not believe that
Golden Marina has any substantial separate creditors, so most if
not all funds will flow into this estate or to its creditors.)

The Debtor has discussed this proposal with the City of Milwaukee,
and understands that the City will withdraw its contempt motion if
the demolition work on the North Structures proceeds as outlined in
the MRD Group's quote.  This will be without prejudice to the City
renewing contempt proceedings in the event the Greenfield
properties are not sold within 60 to 90 days and the demolition
work completed by the new owner.

The Debtor has also discussed this proposal with his main creditor,
the Anne Marie Barry Trust. The Debtor understands that the Trust
supports this use of estate funds.

                    About Lawrence D. Fromelius

Lawrence D Fromelius filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 15-22373) on June 29, 2015, and is represented by:

     William J. Factor, Esq.
     Ariane Holtschlag, Esq.
     Jeffrey K. Paulsen, Esq.
     FACTORLAW
     105 W. Madison Street, Suite 1500
     Chicago, IL 60602
     Tel: (847) 2397248
     Fax: (847) 574-8233
     E-mail: wfactor@wfactorlaw.com
             aholtschlag@wfactorlaw.com
             jpaulsen@wfactorlaw.com


MANLEY CONSTRUCTION: Plan and Disclosure Statement Due July 29
--------------------------------------------------------------
Manley Construction Corp. has entered into a Stipulation and Order
with the U.S. Department of Justice, New York State Attorney
General, Bricklayers Fringe Benefit Funds, BAC Local 1 and BAC Intl
and PCC Funds, BAC Local 1 & BAC Intl regarding the deadline for
filing the Plan and Disclosure Statement.  The parties agree that
the deadline for filing the Plan and Disclosure Statement is
extended until July 29, 2016.

Manley Construction Corp., based in Maspeth, N.Y., filed a Chapter
11 petition (Bankr. E.D.N.Y. Case No. 14-41601) on April 2, 2014.
Judge Elizabeth S. Stong presides over the case.

Counsel to the Debtor:

     Stephen B Kass, Esq.
     225 Broadway - Ste 711
     New York, NY 10007
     Tel: (212) 843-0050
     Fax : (212) 571-0640
     Email: skass@sbkass.com

          - and -

     Diana Revzin, Esq.
     Law Offices of Stephen B. Kass P.C.
     225 Broadway, Suite 711
     New York, NY 10007
     Tel: (212) 843-0050
     Email: drevzin@sbkass.com


MARINA DISTRICT: S&P Affirms B+ CCR Over Planned Ownership Change
-----------------------------------------------------------------
S&P Global Ratings said it affirmed all ratings on Atlantic City,
N.J.-based gaming operator Marina District Development Co. (MDDC;
doing business as Borgata), including the 'B+' corporate credit
rating.  The outlook remains stable.

S&P expects to withdraw all ratings on MDDC following the close of
the sale to MGM Resorts and the repayment of MDDC's existing debt
instruments.

"The affirmation reflects our expectation that upon the completion
of the planned ownership change to MGM Resorts International from
the current 50%/50% joint venture structure with Boyd Gaming Corp.,
MGM will repay MDDC's existing debt and the entity will be
consolidated into the MGM portfolio," said S&P Global Ratings
credit analyst Stephen Pagano.  "As a result, we expect to withdraw
our ratings once the acquisition closes," he added.

The stable outlook reflects S&P's expectation that, in the event
the planned acquisition is unsuccessful, MDDC will experience
continued good operating performance and use its free operating
cash flow to repay debt, resulting in lease-adjusted leverage
improving to the low- to mid-3x area and EBITDA coverage of
interest improving to above 4x in 2017.  S&P expects the company to
continue to maintain its leading market position in brick and
mortar and online gaming in the Atlantic City market.


MARJASU CORP: Disclosure Statement Hearing Set for Aug. 10
----------------------------------------------------------
Judge Mildred Caban Flores of the U.S. Bankruptcy Court for the
District of Puerto Rico scheduled a hearing on approval of Marjasu
Corp.'s disclosure statement for August 10, 2016, at 9:00 A.M., to
consider and rule upon the adequacy of the disclosure statement and
the information contained therein, to consider objections to the
disclosure statement, and such other matters as may properly come
before the court.

Objections to the form and content of the disclosure statement
should be in writing and filed with the court and served upon
parties in interest at their address of record not less than 14
days prior to the hearing. Objections not timely filed and served
will be deemed waived.

The bankruptcy case is IN RE: MARJASU CORP, Case No. 14-07793 MCF
(Bankr. D.P.R.).


METROPOLITAN BAPTIST: Wants 90-Day Extension of Plan Filing Period
------------------------------------------------------------------
Metropolitan Baptist Church asks the U.S. Bankruptcy Court for the
District of Columbia to extend the exclusive period for Debtor to
file a plan in this case for an additional ninety days.

The Debtor says it has made significant progress with respect to
both the relocation of its religious activities to permanent
facilities and the reorganization of its debt.  As a result of
constructive negotiations with its creditors, Debtor has formulated
the basis of a viable plan of reorganization beneficial to all
interested parties.  However, the Debtor says it needs additional
time to complete this process and for this reason the Debtor
requests that the Court increase the exclusive time for Debtor to
propose a plan in this case by an additional 90 days.

Since the commencement of the case, the Debtor has been required to
devote significant time and resources to comply with the
transitional requirements of a debtor-in-possession in Chapter 11.
The case was filed on an expedited basis.  Consequently, the Debtor
has been required to complete all bankruptcy schedules and
financial statements, consolidate pre-petition banking operations
and prepare the required financial projections.  Prior to filing
bankruptcy, the Debtor maintained 11 bank accounts, including five
restricted accounts for specified pledges/donations and employee
benefits.  It has been necessary for Debtor to consolidate these
accounts as DIP funds, without violating the necessary
restrictions.

With respect to the size and complexity of the case, the principal
debt consists of a $31 million deficiency resulting from a default
on certain mortgage bonds issued by the Debtor.  The Debtor
requires additional time to submit a disclosure statement and plan
given the fact that, since the petition date, Debtor has been
involved in satisfying the transitional requirements of a
debtor-in-possession in Chapter 11, including the preparation of
schedules and financial statements and projections, the
consolidation of restricted pre-petition banking operations and
accounts, the preparation and filing of initial monthly operating
reports and negotiations with the sole secured creditor.  Good
faith progress toward reorganization is evidenced by the
preliminary settlement agreements negotiated by Debtor with the
bond trustee and secured lender.  The Debtor's monthly operating
reports demonstrate that all bills have been paid in accordance
with the terms thereof and Debtor is current in the payment of its
quarterly trustee fees.

The preliminary settlement of the $31 million deficiency and
secured debt form the basis for a viable plan and demonstrate the
extent of the progress in negotiations with creditors.  Less than
120 business days have elapsed since the filing of this case.  The
Debtor has made no reorganization demands upon its creditors at
this early stage of the case and this request for additional time
to propose a plan is in no way intended to pressure any creditor.
At this time, there are no unresolved contingencies present in the
case.

The Debtor's only remaining secured creditor is Industrial Bank.
Industrial holds a note payable by Debtor in the principal amount
of $414,220.68.  The note is secured by a first priority lien on
certain real property owned by Debtor and located at 1210 R Street,
N.W., Washington, D.C.  Pursuant to a series of loan extensions,
the note was due on Sept. 1, 2014.  However, subject to Bankruptcy
Court approval, Industrial and Debtor are currently engaged in
negotiations for a further extension of the maturity date and a
timetable for the marketing and sale of the real property securing
the note.  The settlement of this debt will increase monthly
revenue and significantly reduce, if not completely eliminate, the
unsecured debt which must be included in the Debtor's plan.

The Debtor is represented by:

      WEBSTER & FREDRICKSON, PLLC
      Wendell W. Webster Esq.
      1775 K Street, N.W.
      Suite 600
      Washington, D.C. 20006
      Tel: (202) 659-8510
      E-mail: wwebster@websterfredrickson.com

Headquartered in Largo, Maryland, Metropolitan Baptist Church filed
for Chapter 11 bankruptcy protection (Bankr. D.C. Case No.
16-00040) on Feb. 5, 2016, estimating its assets at between $1
million and $10 million and liabilities at between $10 million and
$50 million.  The petition was signed by Harry T. Jones, Jr.,
Chair, Board of Trustees.

Judge Martin S. Teel, Jr., presides over the case.

Wendell W. Webster, Esq., at Webster & Fredrickson, PLLC, serves as
the Debtor's bankruptcy counsel.


MISSISSIPPI REGIONAL CANCER: Wants 45-Day Extension of Plan Filing
------------------------------------------------------------------
North Central Mississippi Regional Cancer Center, Inc., asks the
U.S. Bankruptcy Court for the Southern District of Mississippi to
extend by 45 days within which to prepare and file a Disclosure
Statement and Plan of Reorganization.

The Disclosure Statement and Plan of Reorganization are currently
due on June 6, 2016.

The Debtor has been in negotiations with various creditors and
making determinations to allow it to finalize many matters with
regard to a Disclosure Statement and the proposed Plan of
Reorganization to be filed.  Rather than filing an incomplete
Disclosure Statement and Plan at this time, the Debtor seeks an
additional 45 days to allow time for the Debtor to make a decision
as to Disclosure Statement information, Plan feasibility and debt
restructuring.

The Debtor's counsel can be reached at:

      LAW OFFICES OF CRAIG M. GENO, PLLC
      Craig M. Geno, Esq.
      Jarret P. Nichols, Esq.
      587 Highland Colony Parkway
      Ridgeland, MS 39157
      Tel: (601) 427-0048
      Fax: (601) 427-0050
      E-mail: Email: cmgeno@cmgenolaw.com

Headquartered in Jackson, Mississippi, North Central Mississippi
Regional Cancer Center, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Miss. Case No. 16-00342) on Feb. 5, 2016,
estimating its assets at between $100,000 and $500,000 and its
liabilities at between $1 million and $10 million.  The petition
was signed by Jennifer Welch, director, vice president.

Judge Edward Ellington presides over the case.

Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC,
serves as the Debtor's bankruptcy counsel.


ML HOSPITALITY: Case Summary & 8 Unsecured Creditors
----------------------------------------------------
Debtor: ML Hospitality, Inc.
        4403 IH 10 East
        San Antonio, TX 78219

Case No.: 16-51282

Chapter 11 Petition Date: June 6, 2016

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Hon. Ronald B. King

Debtor's Counsel: William R. Davis, Jr., Esq.
                  LANGLEY & BANACK, INC.
                  745 E Mulberry Ave, Suite 900
                  San Antonio, TX 78212
                  Tel: (210) 736-6600
                  Fax: (210) 735-6889
                  E-mail: wrdavis@langleybanack.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Mohammed N. Alam, president.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/txwb16-51282.pdf


MODERN SHOE: Committee Seeks to Hire Brown Rudnick as Counsel
-------------------------------------------------------------
The official committee of unsecured creditors of Modern Shoe
Company LLC and Highline United LLC seeks approval from the U.S.
Bankruptcy Court for the District of Massachusetts to hire Brown
Rudnick LLP as its legal counsel.

The committee tapped the firm to:

     (a) assist in its discussions with the Debtors and other
         parties-in-interest regarding the overall administration
         of their bankruptcy cases;

     (b) represent the committee at hearings;

     (c) assist the committee in its examination and analysis of   
      
         the conduct of the Debtors' affairs;

     (d) review and analyze pleadings, orders, schedules and other
         documents filed and to be filed with the court by
         parties-in-interest;

     (e) prepare legal papers;

     (f) confer with the professionals retained by the Debtors and

         other parties;

     (g) coordinate the receipt and dissemination of information
         prepared by and received from the Debtors' professionals;

     (h) participate in examinations of the Debtors and other
         witnesses; and

     (i) negotiate and formulate a plan of reorganization or
         liquidation for the Debtors.

Brown Rudnick has agreed to cap its rates at $595 per hour, subject
to a possible rolling monthly fee cap.

The primary attorneys anticipated to represent the committee are
William Baldiga whose usual hourly rate is $1,165, and Jesse
Garfinkle whose usual hourly rate is $590.  Both will be charged at
$595 per hour, according to court filings.

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

Brown Rudnick can be reached through:

     William R. Baldiga
     Brown Rudnick LLP
     One Financial Center
     Boston, MA 02111
     Tel: (617) 856-8200
     Fax: (617) 856-8201
     E-mail: wbaldiga@brownrudnick.com

                        About Modern Shoe

Headquartered in Hyde Park, Massachusetts, Modern Shoe Company LLC
and Highline United LLC are specialty designers, wholesalers, and
importers of premium-segment footwear.  The Debtors currently
employ six designers, who design footwear for each season.  The
Debtors provide the design specifications, including style, color,
and material, to third party manufacturers.  The footwear is
manufactured overseas, primarily in China, by JS Macao
International, Universal Max and Ash (HK) Limited ("the Affiliate
Manufacturers"), which companies share some common ownership with
the Debtors' ultimate ownership.  The Debtors also previously
manufactured handbags, but discontinued that business in November
2015.

Modern Shoe was originally founded by individual investors and a
company called Grandview International Ltd.  In 2009, Grandview
acquired the interests of the individual investors and Modern Shoe
became a wholly-owned subsidiary of Grandview.  Grandview has also
wholly-owned Highline since Highline's inception.  Grandview is a
holding company.  In addition to the Debtors, Grandview owns 100%
of the interests of two affiliated companies -- ASH Footwear
International LLC and JMC Footwear LLC -- both of which were
closed in 2015 and dissolved in early 2016.  Grandview itself is
owned by a holding company known as Highline United Holdings USA,
Inc.

Each of the Debtors filed a Chapter 11 bankruptcy petition (Bankr.
D. Mass. Case Nos. 16-11658 and 16-11659) on May 2, 2016.  The
petitions were signed by Kimberley Bradley as COO and CFO.

Modern Shoe estimated assets in the range of $1 million to $10
million and liabilities of up to $50 million.  Highline United
estimated assets and liabilities in the range of $10 million to $50
million.

The Debtors have hired Foley Hoag LLP as counsel, Verdolino &
Lowey, P.C. as accountant and BErickson Group, LLC as restructuring
advisor.

Judge Melvin S. Hoffman has been assigned the cases.


MODERN SHOE: Committee Seeks to Hire CBIZ as Financial Advisor
--------------------------------------------------------------
The official committee of unsecured creditors of Modern Shoe
Company LLC and Highline United LLC seeks approval from the U.S.
Bankruptcy Court for the District of Massachusetts to hire CBIZ
Corporate Recovery Services as its financial advisor.

The committee tapped the firm to:

     (a) give advice about the financial implications of the
         Debtors' proposed sale of their assets to Bright Star
         Ventures, LLC;

     (b) assess the Debtors' bid procedures and marketing process
         related to the asset sale;

     (c) supplement the marketing process and run a marketing
         process if requested or required;

     (d) analyze and monitor the Debtors' liquidity;

     (e) advise the committee about the financial implications of
         all proposed transactions, including debtor-in-possession

         financing and plans of reorganization or liquidation;

     (f) conduct valuation analyses, liquidation analyses and any
         other analysis requested or required by the committee;

     (g) review and analyze the Debtors' schedules of assets and
         liabilities, statements of financial affairs, monthly
         operating reports and all other fiduciary filings;

     (h) investigate causes of action arising under Chapter 5 of
         the Bankruptcy Code;

     (i) report all findings to the committee;

     (j) attend depositions, court hearings and meetings with the
         Debtors; and

     (k) prepare any expert reports required and testify at
         depositions or court hearings as required.

CBIZ will be paid according to its regular hourly rates in effect
at the time the services are rendered.

The engagement will be led by Jeffrey Varsalone, a managing
director whose normal hourly rate is $575.  His hourly rate will be
reduced to $425 per hour.  Meanwhile, the hourly rates for the
support staff range from $175 to $285.

CBIZ has agreed to a rolling monthly fee cap of $30,000.  In
addition, the firm will receive reimbursement for work-related
expenses.

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

The firm can be reached through:

     Jeffrey T. Varsalone
     CBIZ Corporate Recovery Services
     500 Boylston Street
     Boston, MA 02116
     Tel: 617-761-0600

                        About Modern Shoe

Headquartered in Hyde Park, Massachusetts, Modern Shoe Company LLC
and Highline United LLC are specialty designers, wholesalers, and
importers of premium-segment footwear.  The Debtors currently
employ six designers, who design footwear for each season.  The
Debtors provide the design specifications, including style, color,
and material, to third party manufacturers.  The footwear is
manufactured overseas, primarily in China, by JS Macao
International, Universal Max and Ash (HK) Limited ("the Affiliate
Manufacturers"), which companies share some common ownership with
the Debtors' ultimate ownership.  The Debtors also previously
manufactured handbags, but discontinued that business in November
2015.

Modern Shoe was originally founded by individual investors and a
company called Grandview International Ltd.  In 2009, Grandview
acquired the interests of the individual investors and Modern Shoe
became a wholly-owned subsidiary of Grandview.  Grandview has also
wholly-owned Highline since Highline's inception.  Grandview is a
holding company.  In addition to the Debtors, Grandview owns 100%
of the interests of two affiliated companies -- ASH Footwear
International LLC and JMC Footwear LLC -- both of which were
closed in 2015 and dissolved in early 2016.  Grandview itself is
owned by a holding company known as Highline United Holdings USA,
Inc.

Each of the Debtors filed a Chapter 11 bankruptcy petition (Bankr.
D. Mass. Case Nos. 16-11658 and 16-11659) on May 2, 2016.  The
petitions were signed by Kimberley Bradley as COO and CFO.

Modern Shoe estimated assets in the range of $1 million to $10
million and liabilities of up to $50 million.  Highline United
estimated assets and liabilities in the range of $10 million to $50
million.

The Debtors have hired Foley Hoag LLP as counsel, Verdolino &
Lowey, P.C. as accountant and BErickson Group, LLC as restructuring
advisor.

Judge Melvin S. Hoffman has been assigned the cases.


MUNDO LATINO MARKET: Taps Alla Kachan as Legal Counsel
------------------------------------------------------
Mundo Latino Market Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to hire the Law Offices
of Alla Kachan, P.C. as its legal counsel.

The Debtor tapped the firm to:

     (a) assist the Debtor in administering its Chapter 11 case;

     (b) represent the Debtor in prosecuting adversary proceedings

         to collect assets of the estate;

     (c) take steps necessary for Debtor to marshal and protect
         the estate's assets;

     (d) negotiate with the Debtor's creditors in formulating a
         plan of reorganization; and

     (e) draft and prosecute the confirmation of the Debtor's plan

         of reorganization.

The firm will bill the Debtor for legal services at its regular
hourly rates.  These fees range from $150 per hour for clerks and
paraprofessionals to $275 per hour for attorneys.

Alla Kachan, Esq., 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:

     Alla Kachan, Esq.
     Law Offices of Alla Kachan, P.C.
     3099 Coney Island Avenue, 3rd Floor
     Brooklyn, NY 11235
     Tel.: (718) 513-3145

                   About Mundo Latino Market

Mundo Latino Market Inc. sought protection under Chapter 11 of the
Bankruptcy Code in the Southern District of New York (Manhattan)
(Case No. 16-11349) on May 11, 2016.  

The petition was signed by Kathryn N. Holler, president.  

The Debtor disclosed total assets of $297,997 and total debts of
$1.34 million.


NEW SHILOH MISSIONARY: Taps Gouveia & Associates as Legal Counsel
-----------------------------------------------------------------
New Shiloh Missionary Baptist Church Inc. seeks approval from the
U.S. Bankruptcy Court for the Northern District of Indiana to hire
Gouveia & Associates as its legal counsel.

The services to be provided by the firm include:

     (a) the preparation of pleadings and applications and the
         conduct of examinations;
  
     (b) developing the relationship of the status of the Debtor
         to the claims of creditors;

     (c) advising the Debtor about its rights, duties and
         obligations; and

     (d) legal services necessary to the day-to-day operation of
         the Debtor's business.

Gouveia & Associates will be compensated according to its standard
hourly rates and will receive reimbursement for work-related rates.
The firm's professionals and their hourly rates as of June 2 are:


     Gordon E. Gouveia           $400
     Catherine Molnar-Boncela    $275
     Shawn D. Cox                $275
     Paralegals                  $100

Mr. Cox disclosed in a court filing that no attorney at Gouveia &
Associates has any interest, which may be affected by the firm's
representation of the Debtor.

Gouveia & Associates can be reached through:

     Shawn D. Cox                
     Gouveia & Associates
     433 W. 84th Drive
     Merrillville, IN 46410
     (219) 736-6020

                  About New Shiloh Missionary

New Shiloh Missionary Baptist Church Inc. sought protection under
Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for
the Northern District of Indiana on June 2, 2016.


NEWFIELD EXPLORATION: Fitch Affirms 'BB+' IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed Newfield Exploration Co.'s (Newfield;
NYSE: NFX) Long-term Issuer Default Rating and unsecured debt
ratings at 'BB+'.  The Rating Outlook is Stable.

Approximately $2.4 billion of debt is affected by today's rating
actions.

                         KEY RATING DRIVERS

Newfield's ratings reflect the company's liquids-focused production
profile and proved reserves (1p) base with a growing position in
the promising Anadarko Basin, adequate liquidity, favorable hedging
position, and credit-conscious financial policy, including a
willingness and ability to access equity capital markets twice
since February 2015.  These considerations are offset by the
company's moderate size, historical loss of operational momentum
associated with its restructuring activity, and heightened
execution risk given the relatively early development stage of and
higher capital allocation toward its STACK position (over 80% of
planned capital expenditures in Anadarko Basin). Fitch recognizes
that results from the STACK play continue to be encouraging with
strong growth potential from multiple, oil-weighted stacked
intervals and opportunities to further improve economics through
production efficiencies, particularly as the company transition to
development activities in the 2018 timeframe.

The company reported an approximately 21% year-over-year decline in
net proved reserves of 509 million barrels of oil equivalent
(mmboe) at year-end 2015 mainly due to price-linked revisions.
Production, however, increased approximately 11% year-over-year to
nearly 150 thousand boe per day (mboepd) for the year-ended 2015
benefiting from growth in the Anadarko Basin and a full-year of
China production offset by declines in other regions.  This results
in a reserve life of about nine years.  First quarter 2016
production of over 164 mboepd, an approximately 20% year-over-year
increase, illustrated the maintenance of operational momentum going
into the year, specifically in the company's core Anadarko
position, but production is anticipated to decline in the second
half of the year due to reduced investment (around two-thirds of
budgeted capex will be spent in 1H 2016).  Liquids mix improved to
nearly 65% in 2015 but is anticipated to be around 62% in 2016
given the declines in production from liquids-weighted plays and
rise in Anadarko production (59.6% liquids Q1 2016).  Newfield's
core STACK acreage has exhibited an oil mix generally in the
60%-80% range.

Fitch-calculated unhedged cash netbacks declined year-over-year to
$11.41/boe, or approximately 58%, mainly due to the decline in oil
& gas prices.  This unhedged cash netback profile is comparable to
the average of independent E&P peers.  Fitch believes the company's
netback profile is likely to improve as the production mix
continues to shift towards the Anadarko resulting in improved
drilling economics.  Management anticipates STACK well costs of
$6.9 million currently could decline to $6.5 million through the
course of the year via ongoing production efficiency gains, as well
as some additional service cost savings, with further well cost
improvements possible during the development phase. Production has
outperformed the company's type curves despite the focus on holding
acreage by production vs. production optimization.

Credit metrics remained relatively steady year-over-year at 1.9x
for yearend 2015 compared to 2.0x in 2014.  While oil & gas prices
were weak, the company's credit metrics benefited from its strong
hedge position, equity-funded gross debt reduction, improved
operating cost profile, measured capital program, commencement of
China oil production, and shift to higher return U.S. onshore
drilling activity.  The Fitch-calculated debt/LTM EBITDA, debt/1p
reserves, debt/proved developed (PD) reserves, and debt/flowing
barrel were approximately 2.0x, $4.78/boe, $7.38/boe, and $14,804,
respectively, as of March 31, 2016.  These credit metrics are
generally consistent with or better than similarly rated North
American E&P peers.

             MEASURED OUTSPEND, WIDER METRICS FORECAST

Fitch's base case projects that Newfield will be approximately
$75-$100 million FCF negative in 2016.  Proceeds from the roughly
$775 million equity issuance were and are expected to be allocated
to repay revolver borrowings, cover the first quarter cash flow
outspend, and fund the pending STACK acquisition.  Management
indicated that it intends to sell non-core assets to further
improve its liquidity position and fund any cash flow outspend.

The Fitch base case results in 2016 debt/EBITDA of approximately
3.5x.  This year-over-year increase mainly reflects Fitch's lower
oil & gas price assumptions and reduced hedge uplift.  Upstream
credit metrics are expected to remain relatively unchanged with
some debt/flowing metric improvement given forecasted production
growth.  The Fitch base case forecasts that debt/EBITDA improves to
2.3x in 2018 with an improvement in Fitch's oil & gas price
assumptions, incremental core production growth, and continued
STACK-related production and cost efficiency gains.

Newfield maintains a rolling, multi-year hedging program, using a
combination of swaps and collars, to manage cash flow variability
and support development funding.  The company added to its 2016 and
2017 oil & gas hedge positions through April 29, 2016.  Oil hedges
were added in the low-$40/barrel and mid-$40/barrel range for 2016
and 2017, respectively.  Gas hedges were added in the mid-to-high
$2/mcf range for 2017. The hedge activity and prices suggest
management continues to manage its financial flexibility and
believes these prices mostly cover STACK development costs.  As of
April 29, 2016, Newfield's U.S. oil production was about 80% and
50% hedged for 2016 and 2017, respectively.  Meanwhile, natural gas
production was over 10% and nearly 45% hedged for 2016 and 2017,
respectively.  The company reported a derivative asset value of
$299 million as of March 31, 2016.

                           KEY ASSUMPTIONS

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

   -- WTI oil price that trends up from $35/barrel in 2016 to a
      long-term price $65/barrel;

   -- Henry Hub gas that trends up from $2.25/mcf in 2016 to a
      long-term price of $3.25/mcf;

   -- Production grows modestly to approximately 152 mboepd in
      2016 generally consistent with management guidance, followed

      by a relatively flat production profile in 2017 and measured

      growth profile thereafter;

   -- Liquids mix declines to approximately 62% in 2016, generally

      consistent with management guidance, followed by a similar
      mix thereafter given an assumed focus on liquids and the
      rise in production within the Anadarko Basin;

   -- Capital spending of $675 million in 2016, consistent with
      the upper end of guidance, followed by a measured cash flow
      outspend;

   -- Non-core assets sale proceeds of $400 million in 2016 and no

      additional sales over the forecast period.

                        RATING SENSITIVITIES

Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:

   -- Increased size, scale, and diversification of Newfield's
      operations with some combination of the following metrics;

   -- Mid-cycle debt/EBITDA of 2x-2.25x on a sustained basis;

   -- Debt/flowing barrel under $20,000, debt/1p below $5.50/boe,
      and/or debt/PD around $7.50/boe on a sustained basis.

Fitch does not anticipate a positive rating action in the current
weak pricing environment.  However, continued operational execution
and a clear path to core production and reserve growth, while
maintaining financial flexibility, could lead to a positive rating
action over the medium term.

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

   -- Failure to manage liquidity and FCF leading to significantly

      reduced financial flexibility;
   -- Mid-cycle debt/EBITDA above 2.5x-2.75x on a sustained basis;

   -- Debt/flowing barrel of around $25,000, debt/1p above $6.50
      -$7/boe, and/or debt/PD over $8.50-$9/boe on a sustained
      basis;
   -- Material acceleration of development activity ahead of an
      improvement in the oil & gas price environment and/or prior
      to entering into supportive hedge positions.

                    ADEQUATE LIQUIDITY POSITION

Newfield has historically maintained a nominal cash balance.  Cash
and equivalents were $537 million as of March 31, 2016.  During Q2
2016, Newfield agreed to purchase additional STACK acreage for
approximately $470 million, which is expected to be funded with
cash-on-hand.  Pro forma cash and equivalents is $67 million as of
March 31, 2016.  Additional liquidity is provided by the company's
$1.8 billion senior unsecured credit facility due June 2020, as
well as $160 million in money market lines of credit.  The revolver
and money market lines of credit had no outstanding borrowings as
of March 31, 2016.

        EXTENDED MATURITIES PROFILE AND MANAGEABLE COVENANTS

The company has an extended maturities profile with its next senior
unsecured debt maturity in 2022.  Financial covenants, as defined
in the credit facility agreement, consist of a maximum debt-to-book
capitalization ratio of 60% and an EBITDAX/interest expense ratio
of at least 2.5x.  The company recently amended its interest
coverage covenant to 2.5x from 3.0x, at a cost of $3 million, in
order to opportunistically increase headroom.  Other customary
covenants across debt instruments restrict the ability to incur
additional liens, engage in sale/leaseback transactions, and merge,
consolidate, or sell assets, as well as change in control
provisions.  The company is in compliance with all of its covenants
with ample cushion.

                    MANAGEABLE OTHER LIABILITIES

Newfield does not maintain a defined benefit pension plan.  Asset
retirement obligations (AROs) increased modestly year-over-year to
$196 million as of March 31, 2016.  Other contingent obligations,
as of Dec. 31, 2015, totaled $645 million on a multi-year,
undiscounted basis comprising firm transportation agreements ($337
million) and operating leases and other service contracts ($308
million).  Additionally, the company entered into oil and gas
delivery commitments for a total of approximately 102 MMboe between
2015 and 2025.  The majority of these delivery commitments (nearly
99 MMboe) are associated with its Tesoro and HollyFrontier refinery
arrangements to accommodate the company's waxy Uinta production.
These arrangements require deliveries of 18 mboepd through 2020 and
15 mboepd (increasing to 20 mboepd by the end of Q3 2016) through
August 2025.

The company's estimated total transportation/processing costs of
$260 million for 2016 includes Arkoma unused firm gas
transportation and Uinta oil & gas delivery shortfall fees of
approximately $52 million and $21 million, respectively.  Arkoma
production has been significantly curtailed over the past several
years resulting in an approximately 11% year-over-year decline
(about 16 mboepd at Q4 2015; 99% dry gas) due to low natural gas
prices.  Similarly, Uinta production has dropped 21% year-over-year
(about 20 mboepd at Q4 2015; 82% oil) due to the lack of drilling
activity, though the company continues to inject water to advance
waterflood development.  Continued production declines could result
in additional shortfall fees.  Fitch views the risk of an increase
in shortfall fees as manageable.  Fitch also believes that these
assets are generally considered non-core and are likely asset sale
candidates.

FULL LIST OF RATING ACTIONS

Fitch has affirmed Newfield's ratings as:

Newfield Exploration Co.
   -- Long-term IDR at 'BB+';
   -- Senior unsecured bank facility at 'BB+/RR4';
   -- Senior unsecured notes at 'BB+/RR4'.

The Rating Outlook is Stable.


NJK HOSPITALITY: Disclosure Statement Hearing Set for July 14
-------------------------------------------------------------
Judge Andrew B. Alternburg, Jr., of the U.S. Bankruptcy Court for
the District of New Jersey will convene a hearing on the adequacy
of the disclosure statement filed by NJK Hospitality, LLC, on July
14, 2016, at 10:00 a.m.

Written objections to the adequacy of the Disclosure Statement must
be filed with the Clerk of this Court and served upon counsel for
the Debtor, counsel for the proponents, counsel for the Official
Committee of Unsecured Creditor, and upon the United States Trustee
no later than 14 days prior to the hearing before this Court,
unless otherwise directed by the court.

NJK Hospitality, LLC, dba Geets Diner, aka Vasilios Patouhas, aka
Bill Patouhas, dba NJK Real Estate Enterprises, LLC, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J.,
Case No. 15-19655) on May 22, 2015.  The case is assigned to Judge
Andrew B. Altenburg Jr.

The Debtor's counsel is Barry J Beran, Esq., at Beran & Beran, in
Cherry Hill, New Jersey.  The petition was signed by Vasilios
Patouhas, authorized individual.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/njb15-19655.pdf


NORANDA ALUMINUM: Wants Plan Filing Period Extended to Oct. 5
-------------------------------------------------------------
Noranda Aluminum, Inc., et al., ask the U.S. Bankruptcy Court for
the Eastern District of Missouri to extend by 120 days each of (i)
the Debtors' exclusive period to file a Chapter 11 plan from June
7, 2016, to Oct. 5, 2016, and (ii) the Debtors' exclusive period to
solicit acceptances of the plan from Aug. 8, 2016, to Dec. 5,
2016.

A hearing on the request is set for July 14, 2016, at 10:00 a.m.
(prevailing Central Time).  Objections to the request must be filed
by July 7, 2016.

At the outset of these Chapter 11 cases, the Debtors obtained
approval to enter into two separate but coordinated
debtor-in-possession credit facilities totaling $165 million to
finance the Debtors' operations during these Chapter 11 cases, as
well as other critical early case relief.  The Debtors, with the
help of their professional advisors, during the first 120 days of
these Chapter 11 cases have been dedicated to ensuring a smooth
transition into Chapter 11, meeting certain milestones required by
their DIP financing, and accomplishing other Chapter 11-related
objectives dictated by the Debtors' circumstances.  These
initiatives have been designed to enhance the value of the Debtors'
operations using the tools available to them under the Bankruptcy
Code, and their conclusion is a necessary predicate to filing a
Chapter 11 plan.  While the Debtors have made material progress
during the first 120 days of these Chapter 11 cases, additional
work remains.  Accordingly, the Debtors request that the motion be
granted and that each of their Exclusive Periods be extended by 120
days, respectively.

As amended, the Debtors' DIP financing required the Debtors to
deliver by May 20, 2016, a five-year business plan relating to
their Upstream Business.  Preparing the Business Plan was a major
initiative in the early stages of these Chapter 11 cases and
required a significant dedication of time and effort from the
Debtors and their professionals.  On April 8, 2016, the Debtors
delivered the Business Plan to their DIP lenders.  This was
followed by an amended business plan on May 19, 2016, which
satisfied the Debtors' obligations under their DIP financing
milestone.

The Debtors were required, on or before May 29, 2016, to file a
Chapter 11 plan relating to their Upstream Business or file a
motion to establish bid procedures for the sale of business under
Section 363 of the Bankruptcy Code.  This deadline has since been
extended to June 13, 2016.

The Debtors' DIP financing also required them (i) to obtain, on or
before April 21, 2016, an order approving bid procedures for the
sale of the Debtors' Downstream Business, and (ii) to close the
Downstream Sale Process on or before July 5, 2016.  On March 21,
2016, the Court entered an order approving the bid procedures for
the Downstream Sale Process.  Since that date, the Debtors have
been diligently conducting the Downstream Sale Process.  This
process has involved responding to comprehensive diligence requests
from multiple potential bidders, maintaining multiple data rooms,
conducting meetings with potential bidders, negotiating and
drafting asset purchase agreements with interested parties, and
coordinating with other parties in interest, including the
Creditors' Committee and various federal regulatory agencies.

The timeline of the Downstream Sale Process has since been extended
in consultation with the Debtors, their DIP lenders and the
Creditors' Committee.  The milestone for entry of an order
approving the sale of the Downstream Business now is July 18, 2016.
In addition, the milestone for the closing of the Downstream Sale
Process is now 30 days from entry of an order approving the sale.
In the Debtors' judgment, the conclusion of the Downstream Sale
Process is necessary before any party in interest may pursue a
sensible Chapter 11 plan.

The Debtors have been working to achieve consensual modifications
to the collective bargaining agreements covering their facilities
in New Madrid, Missouri, Gramercy, Louisiana, and St. Ann, Jamaica.
This process has required coordination between the Debtors'
employees and various professionals, and has included responding to
numerous diligence requests from the Debtors' unions and attending
regular in-person presentations and bargaining sessions in
Louisiana, Missouri and Pennsylvania.

Prepetition, the Debtors received an adverse arbitration decision
concerning the amount of the production levy the Debtors are
required to pay to the Government of Jamaica for bauxite mined and
exported from their St. Ann Facility.  As a result, the Debtors'
production levy increased dramatically, placing significant
pressure on the Debtors' economic ability to operate their Jamaican
bauxite mining operation.  Since then, the Debtors have been
negotiating with the GOJ to reach a consensual agreement that would
provide the Debtors with needed levy relief.  The outcome of these
negotiations is an important piece of these Chapter 11 cases.

The Debtors are one of the country's largest integrated producers
of primary aluminum and high-quality rolled aluminum coils.  The
Debtors are also one of the country's largest producers of
value-added primary aluminum and are also an integrated
manufacturer of aluminum foil and light sheet aluminum products.
Shortly before the commencement of these Chapter 11 cases, the
Debtors' New Madrid Facility suffered a power outage that caused
catastrophic losses and required the Debtors to immediately take
steps to idle that facility.  The idling of the New Madrid Facility
has forced the Debtors, during the early stages of these Chapter 11
cases, to shift the focus of their Upstream Business, as set forth
in their Business Plan, to preserve its viability.  Meanwhile, the
Debtors have simultaneously been conducting the Downstream Sale
Process.

The Debtors' counsel can be reached at:

      CARMODY MACDONALD P.C.
      Christopher J. Lawhorn, Esq.
      Angela L. Drumm, Esq.
      Colin M. Luoma, Esq.
      120 S. Central Avenue, Suite 1800
      St. Louis, Missouri 63105
      Tel: (314) 854-8600
      Fax: (314) 854-8660
      E-mail: cjl@carmodymacdonald.com
              ald@carmodymacdonald.com
              cml@carmodymacdonald.com

                  and

      PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
      Alan W. Kornberg, Esq.
      Elizabeth R. McColm, Esq.
      Alexander Woolverton, Esq.
      Michael M. Turkel, Esq.
      1285 Avenue of the Americas
      New York, New York 10019
      Tel: (212) 373-3000
      Fax: (212) 757-3990
      E-mail: akornberg@paulweiss.com
              emccolm@paulweiss.com
              awoolverton@paulweiss.com
              mturkel@paulweiss.com

                       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.

The Office of the U.S. Trustee appointed seven creditors of Noranda
Aluminum Holding Corp. and its affiliated debtors to serve on the
official committee of unsecured creditors.  The Committee retained
Lowenstein Sandler LLP as counsel and Houlihan Lokey Capital Inc.
as financial advisor and investment banker.


NORTH STATE OF WNY: Seeks to Hire Amigone as Legal Counsel
----------------------------------------------------------
North State of WNY, Inc. seeks approval from the U.S. Bankruptcy
Court for the Western District of New York to hire Amigone, Sanchez
& Mattrey, LLP as its legal counsel.

The firm, as general counsel, will represent the Debtor during the
course of its bankruptcy case in connection with all legal matters
for which it may require legal assistance.

The current hourly rates of the attorneys who will render services
to the Debtor are:

     Arthur G. Baumeister, Jr.   $275
     Scott Bogucki               $150

Mr. Baumeister disclosed in a court filing that the firm does not
hold or represent any interest adverse to the Debtor's estate.

The firm can be reached through:

     Arthur G. Baumeister, Jr.   
     Amigone, Sanchez & Mattrey, LLP
     1300 Main Place Tower
     Buffalo, New York 14202
     Tel: (716) 852-1300
     Email: abaumeister@amigonesanchez.com

                    About North State of WNY

North State of WNY, Inc. sought protection under Chapter 11 of the
Bankruptcy Code in the Western District of New York (Buffalo) (Case
No. 16-11059) on May 25, 2016.  The petition was signed by Michael
J. Manning, president.  

The Debtor disclosed total assets of $658,215 and total debts of
$1.23 million.


NOVELIS INC: S&P Affirms CCR on Expected Credit Ratio Improvement
-----------------------------------------------------------------
S&P Global Ratings said it affirmed its 'B+' long-term corporate
credit rating on global rolled aluminum producer Novelis Inc.  The
outlook is stable.  At the same time, S&P Global Ratings revised
its stand-alone credit profile (SACP) on the company to 'b+' from
'b'.

S&P Global Ratings also affirmed its 'BB' senior secured term loan
rating (with a '1' recovery rating, indicating S&P's expectation of
very high [90%-100%] recovery in a default scenario), and 'B'
senior unsecured notes rating (and '5' recovery rating, indicating
S&P's expectation of modest [10%-30%; at the low end of the range]
recovery) on the company.

The ratings primarily reflect S&P's view that growth in earnings
and cash flow alongside gradual debt reduction will enable the
company to generate stronger core credit ratios over the next two
years.  S&P estimates Novelis' adjusted debt-to-EBITDA ratio at
about 6x and EBITDA interest coverage in the mid-2x area over this
period -- consistent with a highly leveraged financial risk
profile.  A continued increase in automotive shipments, efficiency
gains, and relatively stable local market premiums underpin S&P's
estimates.  In addition, Novelis recently publicly committed to
reducing net leverage which, in S&P's view, reduces the risk of
dividend payments to its parent, Hindalco Industries Ltd., over the
next two years.  In S&P's view, these factors more than offset what
it considers relatively weak credit measures in fiscal 2016.

S&P's satisfactory business risk profile and highly leverage
financial risk profile are unchanged, resulting in a 'b+' anchor
score.  However, S&P no longer applies a negative comparable
ratings analysis modifier.  "In our view, the company's prospective
credit measures are similar to or stronger than those of peers with
the same financial risk assessment," said S&P Global Ratings credit
analyst Jarrett Bilous.  As a result, S&P revised the SACP to 'b+'
from 'b'.

S&P continues to view Novelis as a moderately strategic subsidiary
of Hindalco.  However, S&P no longer considers the group credit
profile to be stronger than the SACP on Novelis, resulting in no
change to the final 'B+' rating.

S&P's highly leveraged financial risk assessment primarily reflects
the company's high debt load, which includes securitizations and
unfunded pension deficit.  S&P believes Novelis' financial risk
profile will strengthen over the next two years, primarily based
largely on S&P's expectation for growth in earnings and cash flow
in tandem with lower capital expenditures. However, S&P expects the
company's core credit measures to remain commensurate with the
ratings.

The stable outlook primarily reflects S&P's view that Novelis' core
credit measures will improve over the next two years.  S&P expects
the company to generate earnings and cash flow growth over this
period, with a corresponding reduction in growth-related capital
expenditures that result in free cash flow and debt repayment.  S&P
estimates adjusted debt-to-EBITDA in the 6x area in the next two
years, with interest coverage of over 2x.

S&P could lower the rating if Novelis generates EBITDA interest
coverage below 2x or adjusted debt-to-EBITDA that remains near 8x
over the next 12-18 months.  In this scenario, S&P would expect
slower-than-expected growth in earnings and cash flow from subdued
shipment levels, or operating cost pressure that strains free cash
flow generation and limits improvement in net debt.  S&P could also
lower its ratings if refinancing risk increases or if Novelis'
group credit profile weakens.

S&P considers a positive rating action unlikely over the next year
because S&P believes the company will maintain a highly leveraged
financial risk profile, and do not expect a significant improvement
in its group credit profile.  However, an upgrade could result from
Novelis generating adjusted debt-to-EBITDA of about 5x in tandem
with a corresponding improvement in the group credit profile.


PARALLEL ENERGY: Seeks to Sell or Abandon Miscellaneous Assets
--------------------------------------------------------------
Parallel Energy LP, et al., ask for approval from the U.S.
Bankruptcy Court for the District of Delaware to sell or, in the
alternative, abandon miscellaneous assets of the Debtors in order
to finalize the winding down and closing of their estates.

Following the Court-approved sale of substantially all assets to
Scout Energy Group II, LP, the Debtors retained ownership rights to
certain miscellaneous assets which include, among other things,
general tangible and intangible assets.  These Miscellaneous Assets
are unrelated to the assets purchased by Scout.

The Debtors intend to sell any Miscellaneous Asset generating
$50,000 or less in proceeds in the reasonable exercise of their
business judgment to ensure such sales are in the best interests of
the estates and their creditors.  Any such sales would be (a)
consummated without further notice and order of the Court; and (b)
free and clear of all liens, claims and encumbrances, as defined in
Section 101(37) of the Bankruptcy Code with any such Liens
attaching only to the sale proceeds with the same validity, extent
and priority as had attached to the Miscellaneous Asset(s)
immediately before such sale.

The Debtors propose that if no written objections from any of the
Notice Parties are filed within seven business days after the date
of receipt of a Sale Notice, then the Debtors are authorized to
immediately consummate such sale free and clear of all Liens, with
any such Liens attaching only to the sale proceeds with the same
validity, extent and priority as had attached to the Miscellaneous
Assets immediately prior to such sale.

To the extent such Miscellaneous Assets cannot be sold at a price
greater than the cost of liquidating such assets, the Debtors seek
authority to abandon such Miscellaneous Assets in the exercise of
their reasonable business judgment.

A copy of the Motion filed June 1, 2016, is available for free at:

      http://bankrupt.com/misc/Parallel_E_303_Sale_M.pdf

                       About Parallel Energy

Parallel Energy LP and Parallel Energy GP LLC were oil and gas
businesses engaged in acquiring, owning, developing and operating
long-life oil and natural gas properties in Texas and Oklahoma.

Parallel Energy LP formerly known as Parallel Energy Acquisitions
LP, and Parallel Energy GP LLC filed for Chapter 11 protection
(Bankr. D. Del Case Nos. 15-12263 and 15-12264) on Nov. 9, 2015.
The petitions were signed by Richard N. Miller, chief financial
officer.

The Hon. Kevin Gross presides over the cases.  Demetra L. Liggins,
Esq., and David M. Bennett, Esq., at Thompson & Knight LLP and
GianClaudio Finizio, Esq., at Bayard, P.A., represent the Debtors
as co-counsel.  Alvarez & Marsal North America, LLC serves as
financial advisor.  Prime Clerk LLC serves as notice, claims,
solicitation and balloting agent.  Parallel Energy LP estimated
assets and debt at $100 million to $500 million.

                           *     *     *

On the Petition Date, the Debtors filed a motion seeking Court
approval to sell substantially all of the Debtors' assets to Scout
Energy Group II, LP.  On Jan. 12, 2016, the Court, entered an order
approving the Sale Motion, and on Jan. 28, 2016, the Sale to Scout
closed.

Following the Closing Date, the Debtors’ operations have ceased.

On March 18, 2016, the Debtors sought and obtained entry of an
order (a) authorizing dismissal of these Cases by submission of the
form of Dismissal Order under Certification of Counsel after the
Debtors distribute the Sale proceeds and satisfy, resolve, or
otherwise settle all allowed, known, and valid administrative
expenses, including allowed professional fees, and (b) authorizing
each Debtor to take all reasonably necessary steps to dissolve
under applicable law.


PETTERS COMPANY: Finn Ruling Does Not Vitiate Trustee's Case
------------------------------------------------------------
Judge Gregory F. Kishel of the United States Bankruptcy Court for
the District of Minnesota concluded that the Minnesota Supreme
Court's ruling in Finn v. Alliance Bank, 860 N.W.2d 638 (Minn.
2015), does not vitiate the case of the trustee for Petters Company
for recovery of at least the ostensible interest-component that the
Debtors paid to the Opportunity Finance defendants and other
investor-lenders into the Petters enterprise structure that the
Trustee has sued in avoidance.

The Plaintiff, as trustee, was charged with the remediation of a
failed, massive Ponzi scheme, perpetrated for over a decade by
Thomas J. Petters through Debtor Petters Company, Inc. ("PCI") and
related Debtor-entities as instrumentalities. He undertook to
recover monies that had been paid out to past, satisfied investors
into the scheme, by suing them for avoidance of the payments under
the theory that they had received transfers fraudulent on the
Debtors' other creditors. The Trustee used an analysis that other
courts had developed to respond to similar remediation efforts for
failed Ponzi schemes, relying on their local enactments of the
Uniform Fraudulent Transfer Act.

A full-text copy of the Memorandum dated May 31, 2016 is available
at https://is.gd/t0vE8l from Leagle.com.

The adversary case is DOUGLAS A. KELLEY, in his capacity as the
court-appointed Chapter 11 Trustee of Debtors Petters Company,
Inc.; PC Funding, LLC; and SPF Funding, LLC, Plaintiff, v.
OPPORTUNITY FINANCE, LLC; OPPORTUNITY FINANCE SECURITIZATION, LLC;
OPPORTUNITY FINANCE SECURITIZATION II, LLC; OPPORTUNITY FINANCE
SECURITIZATION III, LLC; INTERNATIONAL INVESTMENT OPPORTUNITIES,
LLC; SABES FAMILY FOUNDATION; SABES MINNESOTA LIMITED PARTNERSHIP;
ROBERT W. SABES; JANET F. SABES; JON R. SABES; STEVEN SABES;
DEUTSCHE ZENTRALGENOSSENSCHAFTBANK AG; WEST LANDESBANK AG; WESTLB
AG NEW YORK BRANCH; and THE MINNEAPOLIS FOUNDATION, Defendants,
Court File No. 08-45257, Court File Nos. 08-45258 (GFK), 08-45326
(GFK), 08-45327 (GFK), 08-45328 (GFK), 08-45329 (GFK), 08-45330
(GFK), 08-45331 (GFK), 08-45371 (GFK), 08-45392 (GFK), Adv. 10-4301
(Bankr. D. Minn.).

The bankruptcy case is In re: PETTERS COMPANY, INC., ET AL, Chapter
11, Debtors. (includes: Petters Group Worldwide, LLC; PC Funding,
LLC; Thousand Lakes, LLC; SPF Funding, LLC; PL Ltd., Inc. Edge One
LLC; MGC Finance, Inc.; PAC Funding, LLC; Palm Beach Finance
Holdings, Inc.), Case No. 08-45257 (Bankr. D. Minn.).

Douglas A. Kelley, Trustee, Plaintiff, is represented by Adam C
Ballinger, Esq. --
aballinger@lindquist.com -- Lindquist & Vennum LLP, Kirstin D.
Kanski, Esq. --
kkanski@lindquist.com -- Lindquist Vennum PLLP, Mark D Larsen, Esq.
--
mlarsen@lindquist.com -- Lindquist & Vennum PLLP, James A. Lodoen,
Esq. --
jlodoen@lindquist.com -- Lindquist & Vennum LLP, Jeffrey D. Smith,
Esq. --
jsmith@lindquist.com -- Lindquist & Vennum LLP, Daryle Uphoff, Esq.
-- duphoff@lindquist.com -- Lindquist & Vennum.

Opportunity Finance, LLC, Defendant, is represented by Jefferey D
Bailey, Esq. --jbailey@wc.com -- Williams & Connolly LLP, Kari
Berman, Esq. -- kberman@briggs.com -- Briggs and Morgan P A,
Benjamin Gurstelle, Esq. -- bgurstelle@briggs.com -- Briggs and
Morgan P A, Max C Heerman, Esq. -- mheerman@briggs.com -- Briggs
and Morgan, P.A., Jonathan M Landy, Esq. -- jlandy@wc.com --
Williams & Connolly LLP, Christopher J Mandernach, Esq. --
cmandernach@wc.com -- Williams & Connolly LLP, John R. McDonald,
Esq. -- bgurstelle@briggs.com -- Briggs and Morgan, P.A., Joseph G
Petrosinelli, Esq. --jpetrosinelli@wc.com -- Williams & Connolly
LLP.

The Minneapolis Foundation, Defendant, is represented by David L.
Mitchell, Esq. --
DMitchell@RobinsKaplan.com -- Robins Kaplan LLP.

West Landesbank AG, Defendant, is represented by Eric R. Sherman,
Esq. -- sherman.eric@dorsey.com -- Dorsey & Whitney LLP.

Deutsche Zentralgenossenschaftbank AG, Defendant, is represented by
Michael Rosow, Esq. -- mrosow@winthrop.com -- Winthrop &
Weinstine.

WestLB AG, New York Branch, Defendant, is represented by Monica L.
Clark, Esq. -- clark.monica@dorsey.com -- Dorsey & Whitney LLP,
Elizabeth A. Hulsebos, Esq. -- hulsebos.elizabeth@dorsey.com --
Dorsey & Whitney LLP, Thomas O. Kelly, III, Esq. --
kelly.thomas@dorsey.com -- Dorsey & Whitney LLP, Patrick J
McLaughlin, mclaughlin.patrick@dorsey.com -- Dorsey & Whitney LLP.

                  About Petters Company

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D.
Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its petition,
Petters Company estimated its debts at $500 million and $1 billion.

Parent Petters Group Worldwide estimated its debts at not more
than
$50,000.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection(Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on
Oct.6, 2008.  Petters Aviation is a wholly owned unit of Thomas
Petters Inc. and owner of MN Airline Holdings, Sun Country's
parent
company.

The Official Committee of Unsecured Creditors is represented by
David E. Runck, Esq., Lorie A. Klein, Esq., at Fafinski Mark &
Johnson, P.A.

Trustee Douglas A. Kelley is represented by James A. Lodoen, Esq.,
Mark D. Larsen, Esq., Kirstin D. Kanski, Esq., Adam C. Ballinger,
Esq., at Lindquist & Vennum LLP.


POSTROCK ENERGY: Judge Denies Committee's Bid to Hire Lowenstein
----------------------------------------------------------------
The official committee of unsecured creditors of PostRock Energy
Corp. and its affiliates has failed to win court approval to hire
Lowenstein Sandler LLP.

Judge Sarah Hall of the U.S. Bankruptcy Court for the Western
District of Oklahoma on June 2 denied the committee's bid to hire
the firm as its legal counsel.

The move had earlier drawn opposition from Citibank, N.A., a
secured lender of PostRock Energy.

In a court filing, the bank called the proposed employment of
Lowenstein as "duplicative," pointing out that the committee was
also seeking court approval to hire Hall Estill Hardwick Gable
Golden & Nelson, P.C. as its legal counsel.
  
               About PostRock Energy Corporation

Headquartered in Oklahoma City, Oklahoma, PostRock Energy
Corporation, PostRock Energy Services Corporation, PostRock
MidContinent Production LLC, PostRock Eastern Production, LLC,
PostRock Holdco, LLC, and STP Newco, Inc. are engaged in the
acquisition, exploration, development, production and gathering of
crude oil and natural gas. The Debtors' primary production activity
is focused in the Cherokee Basin, a 15-county region in
southeastern Kansas and northeastern Oklahoma.   The Debtors have
approximately 129 employees.

PostRock Energy, et al., filed Chapter 11 bankruptcy petitions
(Bankr. W.D. Okla. Lead Case No. 16-11230) on April 1, 2016. Clark
Edwards signed the petitions as president. The Debtors estimated
assets in the range of $10 million to $50 million and debt of up to
$100 million.

Crowe & Dunlevy, P.C. serves as the Debtors' counsel.

Judge Sarah A. Hall is assigned to the cases.

Stephen J. Moriarty has been appointed as Chapter 11 Trustee of
PostRock Energy.

The Official Committee of Unsecured Creditors of PostRock Energy
Corp. has retained Lowenstein Sandler LLP as counsel, and Hall,
Estill, Hardwick, Gable, Golden & Nelson, P.C. as special and local
counsel.


PROGRESSIVE CROP: Proposes to Pay 100% to Unsecured Creditors
-------------------------------------------------------------
Progressive Crop Service, LLC, filed with the U.S. Bankruptcy Court
for the Northern District of Ohio a first amended disclosure
statement explaining its plan of reorganization.  The Debtor
proposes to pay class 4 claims of unsecured creditors 100% of the
amount owed without interest, based upon a pro-rata disbursement of
funds totaling $1,000 per month for year one, $1,500 per month for
year two, and $3,000 for every month thereafter.

A full-text copy of the First Amended Disclosure Statement is
available at http://bankrupt.com/misc/ohnb-15-61783-55.pdf

Progressive Crop Service, LLC, dba PCS Paving, dba PCS Lawncare
(Bankr. N.D. Ohio, Case No. 15-61783) filed a Chapter 11 Petition
on August 25, 2015.  The case is assigned to Judge Russ Kendig.

The Debtor's Counsel is Edwin H. Breyfogle, Esq.  The petition was
signed by Craig L. Franks, managing member.

The Debtor's assets total $1.04 million and liabilities total $3.60
million.

A list of the Debtor's 18 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ohnb15-61783.pdf


PROSPECT MEDICAL: S&P Affirms B CCR & Rates New $650MM Term Loan B
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on Los
Angeles-based health care services provider Prospect Medical
Holdings Inc.  The rating outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to Prospect's proposed $650 million term loan,
indicating S&P's expectation for meaningful (50%-70%, at the low
end of the range) recovery in the event of payment default.  S&P
intends to withdraw its rating on the company's existing senior
secured notes when the transaction closes and the debt is repaid.

"The affirmation reflects our view that the modest increase in debt
leverage as a result of the company's refinancing is mostly offset
by improving business diversity, and our view that cash flow will
improve as a result of recent acquisitions and the lower cost of
debt under the new capital structure," said S&P Global Ratings
credit analyst Shannan Murphy.  It also reflects S&P's expectation
that Prospect will remain acquisitive, and that cash flows, while
improving, will remain somewhat volatile because of the company's
heavy exposure to hospital subsidy programs, especially in
California.

Pro forma for the pending acquisitions, Prospect operates a network
of 21 hospitals and related primary-care clinics in six states.
The company also operates a Medical Group segment that manages the
provision of physician services on behalf of health maintenance
organization (HMO) customers.  While the medical group segment
provides some business diversity, this business also has
significant exposure to government reimbursement pressures in the
Medicare Advantage program.

S&P's stable outlook reflects the company's improving prospects for
cash flow generation, and S&P's base-case view that Prospect will
be able to raise margins at acquired hospitals, resulting in about
$50 million to $60 million in discretionary cash flow in 2017.
However, these expectations are tempered by the company's continued
high exposure to government reimbursement (especially the
California Provider Fee Program), and S&P's belief that there could
still be some volatility around the timing of cash flows.

S&P could lower its rating if Prospect's financials deteriorate to
the point where leverage rises above 5x, or if the company stops
generating positive free cash flow.  S&P believes this could occur
if margins decline about 400 basis points below its expectations.
Sharp cuts to disproportionate share payment programs or Medicare
reimbursement without offsetting factors could, in S&P's view,
cause this to occur.

S&P could raise its rating if the company's acquisition strategy
results in better business diversity over time.  Specifically, S&P
could consider a higher rating if the company's exposure to
California declines such that the company generates more than half
of EBITDA from other states, as S&P would likely view better
geographic diversity (and less exposure to California's provider
fee programs) as consistent with a stronger business risk and raise
the rating accordingly.


PRWIRELESS INC: S&P Lowers CCR to 'CCC-', Outlook Negative
----------------------------------------------------------
S&P Global Ratings said it lowered its corporate rating on
Guaynabo, P.R.-based PRWireless Inc. to 'CCC-' from CCC+'.  The
outlook is negative.

At the same time, S&P lowered its issue-level ratings to 'CCC-'
from 'CCC+' on PRWireless's senior secured $10 million revolver due
2019 and $180 million term loan due 2020.  The '3' recovery rating
is unchanged and indicates S&P's expectation of meaningful (50% to
70%; lower end of range) recovery for lenders in the event of a
payment default.

"The downgrade reflects our view that PRWireless may breach its
total leverage covenant by the second quarter of 2016 unless it is
able to obtain an amendment from its bank facility creditors," said
S&P Global Ratings credit analyst Latisha Kimber.

S&P believes this increases the likelihood of the company's
revolver being inaccessible, which also pressures liquidity.

S&P's negative outlook reflects the likelihood of a covenant
violation in the second quarter of 2016.  The outlook also reflects
the challenge the company faces to improve operations in a maturing
and competitive industry environment, likely leading to the need
for additional liquidity to cover fixed charges.


R&S ST. ROSE LENDERS: Must Finalize Plan Disclosures by June 10
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada approved the
Sixth Amended Disclosure Statement describing R&S St. Rose Lenders,
LLC's Chapter 11 Plan of Liquidation.

The Court directed the Debtor to finalize its disclosure statement
in accordance with the Court's order and file it with the court no
later than June 10, 2016.

A scheduling conference will be held on June 15, 2016, at 9:30
a.m., to set a hearing date on plan confirmation and other matters,
as well as appropriate deadlines in the case.

The Court says the objections by Branch Banking and Trust Company
and Commonwealth Land Title Insurance Company are overruled with
respect to the Disclosure Statement, without prejudice to their
assertion at plan confirmation.

BB&T and are the most active creditors in both Chapter 11
proceedings.  Since 2008, Lenders, St. Rose, BB&T (and its
predecessor in interest Colonial Bank), Commonwealth, and others,
have actively litigated whether Lenders or BB&T has a priority lien
against R&S St. Rose, LLC's property in Henderson, Nevada, to
secure payment of their respective claims.

Rose Lenders' primary asset consists of its claim in the scheduled
amount of $12 million against R&S St. Rose, LLC.  St. Rose's
primary asset consists of a fee simple interest in approximately 38
acres of raw land located in Henderson, Nevada.

On August 2, 2013, St. Rose filed a proposed Chapter 11 liquidating
plan.  On November 8, 2013, in the St. Rose Chapter 11 proceeding,
an order was entered on confirmation of the St. Rose Plan.  On
November 21, an order was entered in the St. Rose proceeding
approving a sale of the Henderson Property in accordance with the
confirmed St. Rose Plan.  Under the sale order, the Property was
sold for the purchase price of $13,500,000, with the liens in favor
of Rose Lenders and Colonial Bank attaching to the proceeds of
sale.

BB&T and Commonwealth appealed confirmation of the St. Rose Plan to
the District Court.  On March 27, 2014, the District Court vacated
an earlier order denying substantive consolidation of Rose Lenders'
and St. Rose's cases, and remanded to the bankruptcy court for
further proceedings.  On August 7, 2014, the District Court
affirmed the bankruptcy court order confirming the St. Rose Plan.


BB&T and Commonwealth appealed that District Court order to the
Ninth Circuit Court of Appeals.  On October 27, 2014, on remand,
the bankruptcy court commenced an evidentiary hearing on the BB&T
and Commonwealth request for substantive consolidation.  

On April 24, 2015, proposed findings of fact and conclusions of law
were submitted by all parties.

On November 5, 2015, the Ninth Circuit affirmed confirmation of the
St. Rose Plan.  On March 15, 2016, the bankruptcy court entered a
memorandum decision and a separate order denying substantive
consolidation of the Lenders and St. Rose estates.   BB&T and
Commonwealth appealed that order to the District Court.

On April 18, 2016, Lenders filed the Disclosure Statement along
with its proposed Third Amended Chapter 11 Plan.

                   About R & S St. Rose Lenders

Las Vegas, Nevada-based R & S St. Rose Lenders, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-14973)
on April 4, 2011.   Rose Lenders disclosed $12,041,574 in assets
and $24,502,319 in liabilities in its schedules, as amended.  Its
primary asset consists of its claim in the scheduled amount of $12
million against R&S St. Rose, LLC.

Affiliate R & S St. Rose, LLC, filed a separate Chapter 11 petition
(Bankr. D. Nev. Case No. 11-14974) on April 4, 2011. According to
its schedules, it disclosed $16,821,500 in total assets and
$48,293,866 in total debts.  Its primary asset consists of a fee
simple interest in approximately 38 acres of raw land located in
Henderson, Nevada.

R & S ST Rose Lenders' bankruptcy case is presently assigned to
Judge Mike K. Nakagawa.

R&S St. Rose Lenders has tapped Nedda Ghandi, Esq., of Ghandi Law
Offices as bankruptcy counsel.  The Debtor previously had Larson &
Larson as counsel but the application was opposed by the U.S.
Trustee, prompting the withdrawal.

Commonwealth Land Title Insurance Company is represented by:

          Scott E. Gizer, Esq.
          EARLY SULLIVAN WRIGHT
          GIZER & MCRAE LLP
          601 South Seventh Street
          2nd Floor
          Las Vegas, NV 89101
          Telephone: (702)331-7593
          Facsimile: (702)331-1652
          E-mail: sgizer@earlysullivan.com

                  - and -

          Mary C.G. Kaufman, Esq.
          EARLY SULLIVAN WRIGHT
          GIZER & MCRAE LLP
          6420 Wilshire Blvd., 17th Floor
          Los Angeles, CA 90048
          Telephone: (323)301-4660
          Facsimile: (323)301-4676
          E-mail: mkaufman@earlysullivan.com

Branch Banking and Trust Company is represented by:

          J. Stephen Peek, Esq.
          Joseph G. Went, Esq.
          HOLLAND & HART LLP
          9555 Hillwood Drive, 2nd Floor
          Las Vegas, NV 89134
          Telephone: (702)222-2544
          Facsimile: (702)669-4650
          E-mail: speek@hollandhart.com
                  jgwent@hollandhart.com


RADNET MANAGEMENT: Moody's Assigns Ba3 Rating on $485MM Loan
------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to RadNet
Management, Inc.'s proposed $485 million first lien term loan and
$100 million revolving credit facility.  Concurrently, Moody's
affirmed the company's B2 Corporate Family Rating, B2-PD
Probability of Default Rating, Caa1 second lien term loan rating
and the SGL-2 Speculative Grade Liquidity rating.

Proceeds from the proposed $485 million first lien term loan due
2023 are expected to be used to refinance the existing $445 million
first lien term loan due 2018, repay borrowings under the existing
revolver which expires in 2017 and reduce the second lien term loan
due 2021 by about $14 million.  The proposed revolver will expire
in 2021, is pari passu with the term loan and is expected to be
undrawn at the close of the transaction.

"The company is extending its maturity profile, with no material
increase in debt or interest expense, which is viewed as credit
positive," stated Moody's analyst Todd Robinson.  "Moody's believes
that the company remains well positioned at the B2 Corporate Family
Rating," continued Todd Robinson.

These ratings were assigned:

  $100 Million Senior Secured Revolving Credit Facility due 2021,
   at Ba3 (LGD 3)
  $485 Million Senior Secured First Lien Term Loan due 2023, at
   Ba3 (LGD 3)

These ratings were affirmed:

  Corporate Family Rating, at B2
  Probability of Default Rating, at B2-PD
  $180 Million Senior Secured Second Lien Term Loan due 2021, at
   Caa1 (LGD 5)
  Speculative Grade Liquidity Rating, at SGL-2

These ratings will be withdrawn when repaid:

  $101 Million Senior Secured Revolving Credit Facility due 2017,
   at Ba3 (LGD 3)
  $494 Million Senior Secured First Lien Term Loan due 2018, at
   Ba3 (LGD 3)

The rating outlook is stable.

                         RATINGS RATIONALE

The B2 Corporate Family Rating reflects RadNet's high leverage,
modest size and significant geographic concentration with the
majority of its facilities in California, New York and Maryland.
Furthermore, the company operates in a highly competitive industry,
and Moody's expects that reimbursement rates will remain pressured
as the government is focused on reducing healthcare costs.
However, the rating is supported by RadNet's strong position in its
primary markets with its cluster strategy and multi-modality sites
providing a competitive advantage.  The company also derives the
majority of its revenue from the stable and higher margin
commercial insurers, whereas most companies in the healthcare
sector have higher exposure to Medicare and Medicaid.

The stable outlook reflects Moody's belief that RadNet's 2015
investments (three acquisitions and infrastructure expansion) leave
the company well positioned to achieve solid earnings growth in
2016 despite the challenging operating environment.  However,
Moody's also believes it is likely that the company will return to
debt funded acquisitions in 2017, which will limit credit metric
improvement.

The ratings could be downgraded if debt to EBITDA increases to
above 6.0 times and if EBITA to interest expense falls below 1.0
times.  In addition, if the company's liquidity position
deteriorates or if adverse developments in the reimbursement
environment are expected to materially impact RadNet's financial
position the ratings could be downgraded.

The ratings could be upgraded if free cash flow to debt is
sustained above 5% and if debt to EBITDA falls below 4.0 times for
a sustained period.  Furthermore, a favorable reimbursement
environment with increased visibility would be necessary in order
for the ratings to be upgraded.

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

RadNet, headquartered in Los Angeles, California, provides
diagnostic imaging services through a network of imaging facilities
located in California, Maryland, Florida, Delaware, New Jersey,
Rhode Island and New York.  Revenue for the twelve months ended
March 31, 2016, was approximately $884 million.


RADNET MANAGEMENT: S&P Rates Proposed $117.5MM Facility 'B'
-----------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '3'
recovery rating to Los Angeles-based diagnostic imaging servicer
RadNet Management Inc.'s proposed $117.5 million first-lien
revolving credit facility and $485 million first-lien term loan.
The '3' recovery rating indicates S&P's expectation for meaningful
(50%-70%, at the higher end of the range) recovery in the event of
payment default.

S&P's 'CCC+' issue-level rating and '6' recovery rating on the
company's second-lien term loan are unchanged.  The company plans
to use the proceeds from the new term loan to pay down the current
outstanding revolver borrowings, refinance its existing first-lien
term loan, and partially pay down the its second-lien term loan.

Post-refinancing, S&P continues to project leverage to be in the 4x
to 5x range through 2017, with funds from operations to debt in the
midteens.  However, S&P expects to see some temporary deviations
related to the timing of acquisitions.  While S&P expects the
company will generate about $15 million in discretionary cash flow
after debt amortization in 2016, S&P expects RadNet to remain
acquisitive, and expect that the company will use internally
generated cash flow and some debt capacity for acquisitions.

S&P's corporate credit rating on RadNet is 'B', with a stable
rating outlook.  S&P's assessment of RadNet Management's business
risk profile as weak continues to reflect its narrow focus in the
diagnostic imaging industry, despite its leading market position,
and high degree of exposure to reimbursement risk.

RATINGS LIST

RadNet Management Inc.
Corporate Credit Rating                          B/Stable/--

New Ratings

RadNet Management Inc.
Senior Secured First Lien
  $117.5 Mil. Revolving Credit Fac. Due 2021      B
   Recovery Rating                                3H
  $485 Mil. Term Loan Due 2023                    B
   Recovery Rating                                3H


RED HILLS INDUSTRIAL: Seeks to Hire A.J. Willner as Auctioneer
--------------------------------------------------------------
Red Hills Industrial Park Inc. seeks approval from the U.S.
Bankruptcy Court for the District of New Jersey to hire A.J.
Willner Auctions, LLC as auctioneer.

The Debtor tapped the firm in connection with the sale of its sole
asset, which is a vacant land located in Union Township, New
Jersey.

If the asset is sold without a broker, A.J. Willner will receive a
commission, which is 6% of the gross sale price of the asset.  If
sold with a broker, the firm will receive 8% of the gross sale
price.

A.J. Willner did not request for reimbursement of expenses.  The
firm will cover all costs of marketing and labor, according to
court filings.

Michael Sklar, a member of A.J. Willner, disclosed in a court
filing that the firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.

A.J. Willner can be reached through:

     Michael Sklar
     A.J. Willner Auctions
     Commercial Insolvency Auctioneers
     www.ajwillnerauctions.com
     Phone: 908.789.9999
     Fax: 908.928.9788
     P.O. Box 1012
     Springfield, NJ 07081

The Debtor can be reached through its counsel:

     Andre L. Kydala, Esq.
     Law Firm of Andre L. Kydala
     P.O. Box 5537
     54 Old Highway 22
     Clinton, NJ 08809
     Tel: (908) 735-2616
     Fax: (908) 735-0765
     Email: kydalalaw@aim.com

                   About Red Hills Industrial

Red Hills Industrial Park Inc. sought protection under Chapter 11
of the Bankruptcy Code in the District of New Jersey (Trenton)
(Case No. 16-14866) on March 16, 2016.  The petition was signed by
Walter Andresen, president.  

The Debtor is represented by Andre L. Kydala, Esq., at Law Firm of
Andre L. Kydala.  The case is assigned to Judge Michael B. Kaplan.

The Debtor disclosed total assets of $1.5 million and total debts
of $1.04 million.


REDPRAIRIE CORP: Bank Debt Trades at 5% Off
-------------------------------------------
Participations in a syndicated loan under which RedPrairie Corp is
a borrower traded in the secondary market at 94.95
cents-on-the-dollar during the week ended Friday, June 3, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.15 percentage points from the
previous week.  RedPrairie Corp pays 500 basis points above LIBOR
to borrow under the $1.44 billion facility. The bank loan matures
on Dec. 21, 2018 and carries Moody's B3 rating and Standard &
Poor's B- rating.  The loan is one of the biggest gainers and
losers among 247 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended June 3.



REX ENERGY: S&P Retains 'SD' Corporate Credit Rating
----------------------------------------------------
S&P Global Ratings said that its corporate credit rating on Rex
Energy Corp. remains 'SD'.  The 'SD' rating reflects S&P's
assessment that there is the potential for additional exchanges of
the company's remaining unsecured and secured notes.

In addition, the issue-level rating on the company's senior
unsecured notes remains 'D' but S&P revised the recovery ratings on
the unsecured notes to '6', indicating S&P's expectation of
negligible (0% to 10%) recovery in the event of a default, from
'5'.  The revised recovery rating reflects the March 31, 2016,
exchange of the company's 8.875% and 6.25% senior unsecured notes
for a new issue of senior secured second-lien notes due 2020 (not
rated) and shares of common equity.

Following the rating action, S&P withdrew the corporate credit and
issue-level ratings at the company's request.


ROCKDALE MANOR: Case Summary & 7 Unsecured Creditors
----------------------------------------------------
Debtor: Rockdale Manor, LLC
        2495 Insdale Trace
        Acworth, GA 28025

Case No.: 16-59888

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: June 6, 2016

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Evan M. Altman, Esq.
                  EVAN M. ALTMAN, ESQ.
                  Building 2
                  8325 Dunwoody Place
                  Atlanta, GA 30350-3307
                  Tel: (770) 394-6466
                  Fax: (678) 405-1903
                  E-mail: evan.altman@laslawgroup.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kenneth Huffman, managing member.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/ganb16-59888.pdf


SALADO SMILES: Obtains Access to East West Bank's Cash Collateral
-----------------------------------------------------------------
The Honorably Tony M. Davis placed his stamp of approval on an
Order this week grating Salado Smiles, P.C., access to cash
collateral pledged to repay approximately $357,000 owed to East
West Bank.  The collateral consists of approximately $70,000 of
accounts receivable, equipment valued at $115,000, and about
$244,000 of equity in real estate.  The Debtor will grant East West
Bank replacement liens and remit $5,076 to the bank each month.  

East West Bank is represented by:

          Karen E. Murray, Esq.
          Craddock Massey LLP
          1400 Post Oak Blvd., Suite 640
          Houston, TX 77002
          Telephone: 713-960-6400
          E-mail: kmurray@craddockmassey.com

Salado Smiles, P.C., fdba Sonterra Smiles, operates a dental
practice in Salado, Tex.  The company filed a chapter 11 petition
(Bankr. W.D. Tex. Case No. 16-10413) on Apr. 5, 2016, and is
represented by Michael V. Baumer, Esq., in Austin, Tex.  At the
time of the filing, the Debtor disclosed total assets of $177,203
and debts totalling $1.24 million.  


SEAFOOD ACADEMY: Taps Davis Law Office as Legal Counsel
-------------------------------------------------------
Seafood Academy, LLC seeks approval from the U.S. Bankruptcy Court
for the District of South Carolina to hire Davis Law Office, LLC as
its legal counsel.

The legal services to be provided by the firm include complying
with procedural matters, preparing a Chapter 1l plan, and dealing
generally with creditors.

Jonathan Davis, Esq., at Davis Law Office, will be paid $200 per
hour for his services.

In a court filing, Mr. Davis disclosed that he and his firm are
"disinterested persons" as defined in section 101(14) of the
Bankruptcy Code.

Davis Law Office can be reached through:

     Jonathan L. Davis, Esq.
     Davis Law Office, LLC
     4511 North Main Street
     Columbia, SC 29203
     Email: jdavisesq@outlook.com

                     About Seafood Academy

Seafood Academy, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.S.C. Case No. 16-02541) on May 23, 2016.


SEVEN GENERATIONS: Moody's Raises CFR to Ba3, Outlook Positive
--------------------------------------------------------------
Moody's Investors Service upgraded Seven Generations Energy Ltd.'s
(7G) Corporate Family Rating to Ba3 from B1, Probability of Default
Rating to Ba3-PD from B1-PD, and senior unsecured notes rating to
B1 from B2.   Speculative Grade Liquidity rating was also raised to
SGL-1 from SGL-2 and the rating outlook remains positive.

"The upgrade to Ba3 reflects Seven Generations' strong execution on
its development program, production growth and rising cash flows
despite low commodity prices leading to strong credit metrics,"
commented Paresh Chari, Moody's AVP-Analyst.

Upgrades:

Issuer: Seven Generations Energy Ltd.
  Probability of Default Rating, Upgraded to Ba3-PD from B1-PD
  Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2
  Corporate Family Rating, Upgraded to Ba3 from B1
  Senior Unsecured Regular Bond/Debentures, Upgraded to B1 (LGD4)
   from B2 (LGD4)

Outlook Actions:

Issuer: Seven Generations Energy Ltd.
  Outlook, Remains Positive

                         RATINGS RATIONALE

7G's Ba3 Corporate Family Rating primarily reflects low leverage
(2017 debt/EBITDA around 2x; retained cash flow/debt around 50%),
strong coverage (2017 EBITDA/interest near 8x) and very good
liquidity (SGL-1).  7G's production is expected to be about 125,000
boe/d in 2017.  7G is concentrated in a single field and a single
formation, with high decline rates (about 35%) that require a
significant capex program to maintain production.  A large growth
capex program is needed to increase production and develop its
large proved undeveloped reserve base.  However, Moody's believes
7G has good visibility around the development of their reserves,
which reduces some its execution risk.

The SGL-1 Speculative Grade Liquidity Rating reflects 7G's very
good liquidity.  At March 31, 2016, 7G had C$571 million of cash
and C$813 million of availability under its C$850 million borrowing
base revolving credit facility (May 2019 maturity), after covering
C$37 million in letters of credit.  Moody's expects negative free
cash flow of about C$300 million for the 15 month period from March
31, 2016 to June 30, 2017, which will be funded with cash.  There
are no debt maturities until 2020.  Alternate liquidity is limited
given that substantially all of the company's assets are pledged.

In accordance with Moody's Loss Given Default (LGD) methodology,
the US$700 million and US$425 million senior unsecured notes are
rated B1, one notch below the Ba3 CFR because of the existence of
the priority ranking C$850 million secured revolver.

The positive outlook reflects Moody's view that 7G's leverage and
interest coverage will improve from current levels and that the
company will have very good liquidity to fund its growth capital
program over the next couple of years.

The rating could be upgraded if 7G maintains production above
100,000 boe/d for a sustained period while maintaining retained
cash flow to debt above 40%.

The rating could be downgraded if 7G's production or reserves
decrease materially or if debt funded negative free cash flow leads
to retained cash flow to debt falling towards 20%.

Seven Generations Energy Ltd. is a Calgary, Alberta-based
exploration and production company with approximately 70 million
and 384 million barrels of equivalent oil (boe) of net proved
developed and total proved reserves, respectively, and average
daily production of 100,000 boe/d (net of royalties).

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


SEVENTY SEVEN ENERGY: Files Chapter 11 Petition & Prepack Plan
--------------------------------------------------------------
Seventy Seven Energy (a/k/a Chesapeake Oilfield Operating) and 10
affiliated Debtors filed for Chapter 11 protection with the U.S.
Bankruptcy Court in the District of Delaware.

The lead case is Seventy Seven Finance, Case No. 16-11409.

The Debtors tapped Robert J. Dehney of Morris, Nichols, Arsht &
Tunnell, as counsel.

The Company also filed together with the petition a Joint
Prepackaged Chapter 11 Plan of Reorganization and related
Disclosure Statement.

The Plan provides for a substantial deleveraging transaction
pursuant to which approximately $1.1 billion of the Company's
outstanding debt will be converted to equity.

BankruptcyData.com reported that the Chapter 11 filing follows
completion of the solicitation process of (i) lenders representing
the Company's incremental term supplement (Tranche A) loan, (ii)
lenders representing the Company's $400 million term loan credit
agreement, (iii) noteholders of the Company's 6.625% Senior
Unsecured Notes due 2019 and (iv) noteholders of the 6.50% Senior
Unsecured Notes due 2022. The solicitation process resulted in
overwhelming approval of the Company's Plan, a key component of
which is that all trade creditors, suppliers and contractors will
be paid in the ordinary course of business. According to the
Company, all of its commercial and operational contracts will
remain in effect in accordance with their terms preserving the
rights of all parties, and customer relationships will continue
uninterrupted.

                  About Seventy Seven Energy Inc.

Headquartered in Oklahoma City, Seventy Seven Energy Inc. (SSE) --
http://www.77nrg.com-- provides a wide range of wellsite services
and equipment to U.S. land-based exploration and production
customers.  SSE's services include drilling, hydraulic fracturing
and oilfield rentals and its operations are geographically
diversified across many of the most active oil and natural gas
plays in the onshore U.S., including the Anadarko and Permian
basins and the Eagle Ford, Haynesville, Marcellus, Niobrara and
Utica shales.

The Troubled Company Reporter related on May 23, 2016, that S&P
Global Ratings lowered its corporate credit rating on SSE to D from
CCC following SSE's announcement that it elected not to make the
May 15, 2016, interest payment on the 6.625% senior unsecured notes
due 2019.



SHEEHAN PIPE LINE: Panel Hires Foley & Lardner as Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Sheehan Pipe Line
Construction Company seeks authorization from the U.S. Bankruptcy
Court for the Northern District of Oklahoma to retain Foley &
Lardner LLP as counsel for the Committee, effective May 10, 2016.

The professional services that Foley & Lardner will render to the
Committee include, but shall not be limited to:

   (a) provision of legal advice with respect to the Committee's   

       rights, powers and duties in this case;

   (b) preparation on behalf of the Committee of all necessary
       applications, answers, orders, reports and other legal
       papers;

   (c) representation of the Committee in any and all matters
       involving contests with the Debtor, alleged secured
       creditors and other third parties;

   (d) negotiation of proposed asset sales and chapter 11 plans;

   (e) assistance with analyzing the claims of the Debtor's
       creditors and the Debtor's capital structure and in
       negotiating with holders of claims and equity interests;

   (f) investigation of the acts, conduct, assets, liabilities and

       financial condition of the Debtor's and of the operation of

       the Debtor's business;

   (g) advising the general creditor body regarding significant
       matters in the Debtor's case;

   (h) review and analysis of all applications, orders, statements

       of operations and schedules filed with the Court and advise

       the Committee as to their propriety; and

   (i) performance of all other legal services for the Committee
       which may be necessary and proper in these proceedings.

Foley & Lardner will be paid at these hourly rates:

       Geoffrey S. Goodman, Partner    $645
       Joanne Lee, Partner             $555
       Matthew J. Stockl, Associate    $325

Foley & Lardner will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Geoffrey S. Goodman, partner of Foley & Lardner, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

The Executive Office for United States Trustees adopted new
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 (the "Appendix B Guidelines").
Among other things, the Appendix B Guidelines ask attorneys in
larger chapter 11 cases to provide additional documentation and
make significant new disclosures in connection with their retention
under section 327 and compensation under section 330 of the
Bankruptcy Code.

The Committee and Foley & Lardner intend to make a reasonable
effort to comply with the U.S. Trustee's requests for information
and additional disclosures as set forth in the Appendix B
Guidelines both in connection with this application and the interim
and final fee applications to be filed by Foley & Lardner in the
course of its engagement.

Foley & Lardner provided the following additional information set
forth in D.1. of the Appendix B Guidelines:

   -- In connection with this engagement, Foley & Lardner has
      agreed to discount its standard hourly rates by 10%. Foley &

      Lardner has also agreed not to bill for non-working travel
      time.

   -- Foley & Lardner has not previously represented the Committee

      or any of its members in this matter in the 12 months
      prepetition.

   -- The Committee asked questions and determined that Foley &
      Lardner's plans to staff the matter and work with local
      counsel when it were engaged. In addition, the budget for
      this matter is set forth in cash collateral budgets, subject

      to the exigencies of the case.

Foley & Lardner can be reached at:

       Geoffrey S. Goodman, Esq.
       Joanne Lee, Esq.
       Matthew J. Stockl, Esq.
       FOLEY & LARDNER LLP
       321 North Clark Street, Ste 2800
       Chicago, IL 60610
       Tel: (312) 832-4500
       Fax: (312) 832-4700
       E-mail: ggoodman@foley.com
               jlee@foley.com
               mstockl@foley.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 (Case No. 16-10678) on April 15, 2016, listing
total assets of $90.2 million and total debt of $68.4 million.  The
petition was signed by Robert A. Riess, Sr., as president and CEO.
McDonald, McCann & Metcalf & Carwile, LLP, serves as counsel to the
Debtor.  The case is pending before Judge Terrence L. Michael.


SHEEHAN PIPE LINE: Panel Taps Frederic Dorwart as Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Sheehan Pipe Line
Construction Company seeks authorization from the U.S. Bankruptcy
Court for the Northern District of Oklahoma to retain Frederic
Dorwart, Lawyers, as counsel for the Committee, effective May 10,
2016.

The Committee requires Frederic Dorwart to:

   (a) provide legal advice with respect to the Committee's    
       rights, powers and duties in this case;

   (b) prepare on behalf of the Committee of all necessary
       applications, answers, orders, reports and other legal
       papers;

   (c) represent the Committee in any and all matters involving
       contests with the Debtor, alleged secured creditors and
       other third parties;

   (d) negotiate proposed asset sales and Chapter 11 plans;

   (e) assist with analyzing the claims of the Debtor's creditors
       and the Debtor's capital structure and in negotiating with
       holders of claims and equity interests;

   (f) investigate the acts, conduct, assets, liabilities and
       financial condition of the Debtor's and of the operation of

       the Debtor's business;

   (g) assist and counsel related to the Committee's
       communications to the general creditor body regarding
       significant matters in the Debtor's case;

   (h) review and analyze all applications, orders, statements of
       operations and schedules filed with the Court and advise
       the Committee as to their propriety; and

   (i) perform all other legal services for the Committee which
       may be necessary and proper in these proceedings.

Frederic Dorwart will be paid at these hourly rate:

       Samuel S. Ory            $350

Frederic Dorwart will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Samuel S. Ory, counsel of Frederic Dorwart, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

The Committee and Frederic Dorwart intend to make a reasonable
effort to comply with the U.S. Trustee's requests for information
and additional disclosures as set forth in the Appendix B
Guidelines both in connection with this application and the interim
and final fee applications to be filed by Foley & Lardner in the
course of its engagement.

The Executive Office for United States Trustees adopted new
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 (the "Appendix B Guidelines").
Among other things, the Appendix B Guidelines ask attorneys in
larger chapter 11 cases to provide additional documentation and
make significant new disclosures in connection with their retention
under section 327 and compensation under section 330 of the
Bankruptcy Code.

Frederic Dorwart provided the following additional information set
forth in D.1. of the Appendix B Guidelines:

   -- Frederic Dorwart has not previously represented its client
      in the 12 months prepetition.

   -- The Committee asked questions and determined Frederic
      Dorwart's plans to staff the matter and work with local
      counsel when it is engaged. In addition, the budget for this

      matter is set forth in cash collateral budgets, subject to
      the exigencies of the case.

Frederic Dorwart can be reached at:

       Samuel S. Ory, Esq.
       FREDERIC DORWART, LAWYERS
       124 East Fourth Street
       Tulsa, OK 74103
       Tel: (918) 583-9922
       Fax: (918) 583-8251
       E-mail: sory@fdlaw.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 (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.



SINK & COMPANY: Unsecured Claimants to Recoup 15% in 5 Yrs
----------------------------------------------------------
Bankruptcy Judge Lena Mansori James entered an order conditionally
approving the Disclosure Statement for the Amended Plan of
Reorganization as of June 1, 2016, for Sink & Company, LLC.

Objections to the approval of the disclosure statement are due June
27.  Confirmation objections are also due that day.

A hearing to confirm the Plan is set for July 6 at 2:00 p.m. in
Bankruptcy Court in Winston-Salem, North Carolina.

Under the Plan, general unsecured creditors will receive a
distribution of 15% of their allowed claims, to be distributed over
a maximum of 60 months.  The Plan estimates that allowed general
unsecured claims total $517,420.

The Debtor has reached an agreement with Moo-Chic Farm, Inc.,
concerning roughly $250,000 of net transfers.  The Plan
contemplates Moo-Chic refunded the money to the Debtor over the
course of the Plan in the amount of $5,000 per month -- to be
increased to $6,000 per month when a third truck is added in
September -- for 60 months.  The Debtor will use the sums to fund
the Plan.

A copy of the Disclosure Statement is available at:

     http://bankrupt.com/misc/ncmb15-50792-00087.pdf

Sink & Company, LLC is in the business of automobile lubrication
and oil changes.  Sink & Company, LLC filed a Chapter 11 petition
(Bankr. M.D.N.C. Case No. 15-50792) on August 4, 2015, and is
represented by Charles (Chuck) Marshall Ivey, IV, Esq. --
cmi4@iveymcclellan.com -- at IVEY, MCCLELLAN, GATTON & SIEGMUND,
LLP.


SMALLVILLE PRESCHOOL: Taps Lloyed Chase as Accountant
-----------------------------------------------------
Smallville Preschool, Inc. seeks permission from the U.S.
Bankruptcy Court for the Middle District of Florida to employ Lloyd
Chase, of Lloyd Chase, CPA as accountant to analyze the Debtor's
finances and business operations and to advise the Debtor on all
financial and accounting matters which may arise in this case.

The Debtor requires Mr. Chase to:

   (a) provide the Debtor with accounting advice with respect to
       its finances in this case;

   (b) assist in preparing the documents and applications as may
       be necessary in furtherance of the Debtor's interests and
       objectives;

   (c) assist the Debtor in the formulation of a plan or plans of
       reorganization and advising the Debtor regarding the same;

   (d) consult with the Debtor, its counsel and the United States
       Trustee concerning the administration of the Debtor's
       estate;

   (e) perform such other accounting services as may be required
       and as are deemed to be in the best interest of the Debtor
       in accordance with its powers and duties accorded under the

       Bankruptcy Code.

The Debtor proposes to pay Lloyd Chase a fee for his services at
his standard hourly rate which is $100 per hour Those fees reflect
the usual and customary charge for similar accounting services in
the State of Florida.

Lloyd Chase will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Mr. Chase 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.

Lloyd Chase can be reached at:

       Lloyd Chase
       LLOYD CHASE, CPA
       2709 Swamp Cabbage Court
       Fort Myers, FL 33901
       Tel: (239) 277-0829

                      Smallville Preschool

Smallville Preschool, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-04221) on May 16,
2016.


SNEED SHIPBUILDING: Wants Plan Filing Period Extended to Oct. 31
----------------------------------------------------------------
Sneed Shipbuilding, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Texas to extend the exclusivity period for the
Debtor to file a plan of reorganization to Oct. 31, 2016.

The Debtor submits that there is substantial cause to extend
Exclusivity, including, but not limited to, the Debtor's reasonable
prospect for filing a viable Chapter 11 plan once all issues are
resolved and all timely claims have been filed.

The Exclusivity for the Debtor expires on July 2, 2016.  The Debtor
requests that the extended Exclusivity period expire on Oct. 31,
plus an additional 60-day extension thereafter for the confirmation
of a plan, if one is filed by the Debtor prior to said date,
subject to the Debtor's ability to request further extensions of
Exclusivity.

The Debtor submits that, among other things:

      (1) the bankruptcy case, though not large in size, has
          multiple complex and critical issues yet to be resolved,

          including, but not limited to, the success of the
          Debtor's efforts to determine whether it can assume its
          lease of real property from Martin;

      (2) obtaining working capital via a DIP financing facility
          on a final basis in order to attract larger repair work
          while reorganizing;

      (3) the Debtor has been busy post-petition with continuing
          to market and sell ship building and repair services,
          together with its efforts to retain various
          professionals necessary for the Debtor to confirm a
          Chapter 11 plan, and its increased business and
          reporting duties as a result of Chapter 11, has diverted

          the Debtor's resources to a large extent;

      (4) the Debtor is generally current on its postpetition
          payment obligations;

      (5) the Debtor is currently exploring all avenues to bring
          in additional liquidity into the estate for purposes of
          funding a financially viable Chapter 11 plan, including
          but not limited to taking affirmative steps to increase
          its towboat and barge repair business in order to
          generate additional cash flow postpetition;

      (6) the Debtor is engaged in ongoing good-faith negotiations

          with multiple parties, the results of which, along with
          the Court's resolution of the issues, will affect the
          universe of creditors and amount of claims as well as
          the formation of a Chapter 11 plan; and

      (7) the Debtor has nonetheless commenced the plan
          formulation stage of the bankruptcy case, and it
          continues to work on a potential plan structure; and the

          Debtor has otherwise moved as rapidly as reasonably
          possible to advance this bankruptcy case.

In this bankruptcy case, extending Exclusivity will not cause harm
to creditors.  On the contrary, it will benefit all creditors by
ensuring that the Debtor has sufficient time to make appropriate
economic decisions, determine whether it can assume its real
property lease, participate in the formulation of a Chapter 11
plan, and move towards formulating a meaningful and feasible plan
-- which will benefit all creditors.

The Debtor's counsel can be reached at:

          MCCATHERN, PLLC
          Eric M. Van Horn, Esq.
          Amber M. Chambers, Esq.
          Regency Plaza
          3710 Rawlins, Suite 1600
          Dallas, Texas 75219
          Tel: (214) 741-2662
          Fax: (214) 741-4717
          E-mail: ericvanhorn@mccathernlaw.com
                  achambers@mccathernlaw.com

                    and

          Nicholas Zugaro, Esq.
          2000 West Loop South, Suite 2100
          Houston, Texas 77027
          Tel: (832) 533-8689
          Fax: (832) 213-4842
          E-mail: nzugaro@mccathernlaw.com

                     About Sneed Shipbuilding

Sneed Shipbuilding, Inc., sought protection under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of Texas (Victoria) (Bankr. S.D. Tex., Case No. 16-60014)
on March 4, 2016.  The petition was signed by Clyde E. Sneed,
president.

The Debtor is represented by Amber Michelle Chambers, Esq., Eric
Michael VanHorn, Esq., and Nicholas Zugaro, Esq., at McCathern,
PLLC.  The case is assigned to Judge David R Jones.

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


SOPHISTICATED STYLE: Plan, Disclosures Hearing Set for July 5
-------------------------------------------------------------
Judge Russell F. Nelms of the U.S. Bankruptcy Court for the
Northern District of Texas, Fort Worth Division, issued an amended
order conditionally approving Sophisticated Style, Inc., d/b/a
Import Designs, Inc.'s amended disclosure statement and scheduling
the hearing on final approval of the Disclosure Statement and
confirmation of the Plan for July 5, 2016, at 1:30 p.m.

The Plan provides that, from and after the Distribution Date, each
holder of an Allowed General Unsecured Claim will receive, in full
and final satisfaction of such claim, 2 equal payments, each in the
amount of 50% of the Allowed General Unsecured Claim.  The first
payment will occur on the first day of the month following the
Effective Date, and the second payment will occur [120] days
following the Effective Date.  Provided however, that payments to
holders of Allowed General Unsecured Claims who are Insiders will
receive payment of their Allowed General Unsecured Claim pursuant
to the terms of a Plan Unsecured Note.

June 30, 2016, is fixed as the Voting Deadline and the last day for
filing and serving written objections to the Disclosure Statement
and confirmation of the Plan.

A full-text copy of the Second Amended Disclosure Statement is
available at http://bankrupt.com/misc/txnb15-44258-45.pdf

Sophisticated Style, Inc. (Bankr. N.D. Tex., Case No. 15-44258)
filed a Chapter 11 Petition on October 23, 2015.  The Debtor is
represented by Howard Marc Spector, Esq., at Spector & Johnson,
PLLC.


SQUARETWO FINANCIAL: S&P Raises ICR to CCC+ on Restructuring
------------------------------------------------------------
S&P Global Ratings said it raised its long-term issuer credit
rating on Denver-based SquareTwo Financial Corp. to 'CCC+' from
'D'.  The outlook is negative.

At the same time, S&P assigned an issue rating of 'B' and recovery
rating of '1' to the company's new first-lien $165 million
facility.

S&P also raised its rating on the company's existing senior
second-lien notes to 'CCC-' from 'D' and revised the recovery
rating to '6' from '5'.  The '6' recovery rating indicates S&P's
expectations of "negligible" (0%-10%) recovery in the event of a
payment default.  

"The rating action follows the restructuring of SquareTwo's
second-lien notes and its attainment of a new first-lien revolving
credit facility," said S&P Global Ratings credit analyst Shakir
Taylor.  Prior to the transaction, the company's capital structure
consisted of a $245 million revolving credit facility and $290
million of senior secured second-lien notes.

The company's debt restructuring converted approximately $268
million of the legacy $290 million second-lien senior secured
notes, which represented a 92% participation rate.  Based on that,
the $268 million converted into a new $174.2 million "1.5 lien"
term loan (representing 65% of $268 million) and $93.8 million into
cumulative preferred equity (35% of $268 million).  The "1.5 lien"
term loan was inserted to the capital structure to provide the new
bondholders seniority over legacy second-lien noteholders, who
elected not to tender.  The restructuring also added a new
$30 million "1.25 lien" term loan, which ranks senior to the
1.5-lien notes and the remaining $22 million of second-lien notes
that were not restructured.  The new first-lien $165 revolving
credit facility is the most senior part of the capital structure,
while the holders of the second-lien notes remain the most junior
part of the capital structure.

Each of the new term loans and new preferred stock contain payment
in kind (PIK) features, which permit the deferral of cash interest
payments, allowing the company to conserve liquidity in the near
term.  S&P does not expect the company to pay cash interest on the
new term loans or preferred stock for the next two years--meaning
its debt load will grow through negative amortization.

Despite the upgrade and the company's ability to forestall interest
payments while it reallocates capital to purchase opportunities,
S&P believes SquareTwo is emerging from the restructuring with a
highly leveraged financial position and a business position that is
still struggling and highly dependent on favorable outcomes, which
are largely beyond the company's control.

As a result, S&P continues to assess the company's business risk
profile as "vulnerable" due to its relatively small market position
in an industry dominated by few players, below-average
profitability, and high exposure to adverse regulatory reform.
Positively, the restructuring gives the company more time to
improve its operations in the currently difficult market
conditions.  Still, the rating indicates that S&P believes the
company could find itself in a difficult position in two years when
the credit facility matures and the PIK interest converts to cash
interest payments unless its performance has improved materially
before then.

Over the past few years, SquareTwo's operating performance has been
pressured by significantly elevated purchase prices due to reduced
supply as heightened regulation led many sellers to abstain from
debt sales and reduce volumes, which drove up purchase prices.  To
offset the significant loss in volume, the company has shifted to
buying more non-fresh debt (charged-off receivables greater than
210 days past due), student loan, and commercial receivables.  For
instance, in 2015, 53% of the company's total purchased debt was
composed of fresh receivables, which is a stark reduction from
2014, when fresh purchases constituted 80% of the total purchases.
The company prefers fresh receivables as they typically have not
been subject to previous collection attempts by a third-party
collection agency and typically have lower collection costs.

The combination of these factors lead S&P to believe that the
weakness in the debt purchasing market will persist through the
remainder of 2016 and continue to pressure financial and
operational results for the company.

S&P's assessment of SquareTwo's financial risk profile incorporates
the company's high leverage and substantial level of financial
sponsorship.  Given the company's new capital structure, S&P
projects the company's consolidated leverage (debt to adjusted
EBITDA) to be above 5.0x over the next two years.

The negative outlook reflects the unfavorable market conditions as
a result of reduced supply, adverse pricing, and uncertainty about
the evolving regulatory rules and impact from the Consumer
Financial Protection Bureau and the Office of the Comptroller of
the Currency.  Additionally, S&P expects operating income to be
under pressure until regulatory concerns subside and the large
sellers (primarily bulge bracket banks) return to the market.
Without an improvement in market conditions, SquareTwo may again
find itself in a difficult position when its revolving credit
facility comes due in two years.

S&P could lower the rating if the company's post-restructure
profitability and cash flow do not improve markedly within the next
nine to 12 months or liquidity becomes further constrained.

While an upgrade is not likely, S&P may consider revising the
outlook to stable or positive if SquareTwo displays a material and
sustainable improvement in earnings, which may ultimately lead to a
more favorable capital structure.



SRS DISTRIBUTION: Moody's Affirms B2 CFR After Proposed Dividend
----------------------------------------------------------------
Moody's Investors Service affirmed SRS Distribution Inc.'s B2
Corporate Family Rating and its B2-PD Probability of Default Rating
following a proposed $264 million debt-financed dividend, since
resulting debt credit metrics will remain reasonable for the
current ratings.  In related rating actions, Moody's affirmed the
B2 rating assigned to the company's senior secured term loan due
2022, which is being increased to about $450 million from $323
million, and assigned a Caa1 rating to the proposed $130 million
second lien senior secured term loan maturing in 2023.  Proceeds
from the add-on portion of the existing term loan and the proposed
term loan, along with a $20 million draw under the revolving credit
facility, will be used to disburse a dividend to its equity owners
and to pay related fees and expenses.  Terms and conditions for the
add-on will be the same as those for the existing term loan.  SRS
anticipates higher rates for both the existing term loan and add-on
portion relative to current pricing.  The rating outlook is
stable.

Following the closing of the proposed transaction, SRS' debt
capital structure will consist of a $275 million asset-based senior
secured revolving credit facility expiring 2020 (unrated), of which
about $105 million will be outstanding at closing due to prior
usage for working capital needs and "bolt-on" acquisitions, $450
million senior secured term loan, and $130 million second lien
senior secured term loan.

These ratings/assessments are affected by this action:

  Corporate Family Rating affirmed at B2;
  Probability of Default Rating affirmed at B2-PD;
  Senior Secured Term Loan due 2022 affirmed B2 (LGD3); and,
  Second Lien Senior Secured Term Loan due 2023 assigned Caa1
   (LGD5).

                         RATINGS RATIONALE

SRS' B2 Corporate Family Rating remains suitable at this time,
since Moody's expects ongoing solid operating performance, giving
SRS the ability to contend with higher fixed charges and debt
levels resulting from the proposed debt-financed dividend. However,
risk remains.  Balance sheet debt at closing will approximate $685
million, an almost 70% increase from 2Q16 levels, and will be the
greatest amount of debt SRS has ever carried.  Key debt metrics are
worsening significantly, but remain supportive of current ratings.
Moody's estimates debt leverage, defined as debt-to-EBITDA,
increasing to approximately 5.0x -5.25x on a pro forma basis from
about 3.5x as of April 30, 2016, and remaining elevated over the
intermediate term.  Interest coverage, defined as EBITA-to-interest
expense, would decrease to 1.75x-2.0x on a pro forma basis from
3.0x for LTM 2Q16 (all ratios include Moody's standard
adjustments).  Pro forma credit metrics include some earnings from
recent acquisitions.  Moody's standard adjustments add about $130
million of additional debt for operating lease commitments,
resulting in total adjusted balance sheet debt of approximately
$815 million on a forma basis at 2Q16.

Moody's views the debt-financed dividend as an aggressive financial
policy.  SRS now has the highest level of debt in its history.  The
dividend, representing multiple years of last twelve months of free
cash flow, comes at a time when the company is only now generating
robust levels of free cash flow.  Moody's believes future
debt-financed dividends are possible, resulting in ever higher
levels of debt and interest payments and hindering the company's
ability to generate large levels of future free cash flow.

Providing offset to the large amount of debt in its capital
structure is our expectations of steady operating margins.  Demand
for roofing products, the driver of SRS' revenues and resulting
earnings, is a source of stability within the repair and remodeling
end market, and will remain resilient.  Also, the ability to
generate free cash flow throughout the year, good revolver
availability, and a moderately extended maturity profile give SRS
financial flexibility to contend with its more leveraged capital
structure.

The stable rating outlook reflects our expectations that SRS will
sustain its operating performance over the next 12-18 months,
resulting in key debt credit metrics remaining in-line with the B2
Corporate Family Rating.

The B2 rating assigned to SRS's $450 million senior secured term
loan due in 2022, the same rating as the Corporate Family Rating,
reflects the collateral securing this credit facility and is the
preponderance of debt in the capital structure.  The term loan is
secured by a first lien on the company's domestic non-current
assets and any assets not pledged to the revolver.  It also has a
second lien on the assets securing the revolver.  Although the term
loan has a second lien on the most liquid assets, we believe that
the residual value of the second lien collateral will not be
sufficient in a distressed scenario, making it effectively
subordinated to the revolving credit facility.  The term loan
amortizes at 1% per year with a bullet payment at maturity.

The Caa1 rating assigned to SRS's proposed $130 million junior
senior secured term loan, two notches below the Corporate Family
Rating, results from its lien subordination to the collateral
securing the company's other bank debt.  The residual value of the
collateral securing this credit facility would be non-existent in a
recovery scenario, making it effectively unsecured debt and putting
it in a first-loss position relative to SRS' other committed credit
facilities.

Positive rating actions could ensue if SRS' operating performance
that exceeds Moody's expectations and yields the following credit
metrics (ratios include Moody's standard adjustments):

  Debt-to-EBITDA sustained below 4.5x (5.0x-5.25x pro forma at
   2Q16)
  EBITA-to-interest expense remains above 2.5x (1.75x -- 2.0x pro
   forma LTM 2Q16)
  Permanent debt reduction or a better liquidity profile
  Negative rating pressures could result operating performance
   falling below Moody's expectations, resulting in the following
   credit metrics (ratios include Moody's standard adjustments)
   and characteristics:
  Debt-to-EBITDA sustained above 6.0x
  EBITA-to-interest expense remains below 1.5x
  Significant deterioration in the company's liquidity profile
  Sizeable dividends
  Large debt-financed acquisitions

SRS Distribution Inc., headquartered in McKinney, TX, is a national
distributor of roofing supplies and related building materials in
the United States.  Berkshire Partners LLC, through its affiliates,
is the primary owner of SRS.  Revenues for the 12 months through
April 30, 2016 totaled approximately $1.5 billion.

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


SRS DISTRIBUTION: S&P Affirms 'B' CCR on Debt-Financed Dividends
----------------------------------------------------------------
S&P Global Ratings said it affirmed its 'B' corporate credit rating
on SRS Distribution Inc.  The rating outlook is stable.

At the same time, S&P affirmed the 'B' issue-level rating (the same
as the corporate credit rating) on SRS's proposed $127 million
add-on to the existing $325 million first-lien term loan due 2022.
The recovery rating on the debt remains '3', indicating S&P's
expectation of meaningful (50% to 70%; lower end of the range)
recovery for lenders in the event of a payment default.

S&P also assigned our 'CCC+' issue-level rating (two-notches lower
than the corporate credit rating) and '6' recovery rating to SRS's
$130 million second-lien term loan due 2023.  The '6' recovery
rating on the debt indicates S&P's expectation of negligible (0% to
10%) recovery for lenders in the event of a payment default.

"We expect end-market demand for SRS' roofing product sales to
continue to exhibit modest growth over the next 12 months as
acquired branches and new greenfield locations come online,
reroofing demand remains robust, and housing starts continue to
improve in the U.S. (1.2 million expected in 2016)," said S&P
Global Ratings credit analyst Pablo Garces.  "Still, we expect SRS'
credit measures will remain in line with a highly leveraged
financial risk profile due to its ownership by a financial sponsor
as well as the proposed debt-financed dividend, with adjusted
leverage of approximately 6x in 2016.  We expect liquidity, in
terms of cash and availability under the $275 million ABL facility,
will be sufficient to meet the company's seasonal working capital
needs and other obligations, including more than $30 million of
estimated capital spending in 2016."

S&P could lower the rating on SRS if margins were to decline and
leverage were to approach 8x.  This could occur if an unexpected
drop in demand caused severe price competition within the industry,
or if it is unable to successfully incorporate further acquisitions
over the next 12 months.  S&P could also lower its rating if
liquidity were to become constrained, most notably if availability
under its $275 million ABL were to decrease significantly.

S&P could raise its rating on SRS if debt leverage were to fall and
remain below 5x debt to EBITDA or above 12% FFO to debt over the
next 12 months.  In order for S&P to reexamine SRS' financial risk
profile, it would also have to gain confidence that the company and
its financial sponsor owners were committed to maintaining leverage
in the 4x to 5x range on an ongoing and permanent basis.


STAR COMPUTER: Hires National Auction to as Auctioneer
------------------------------------------------------
Star Computer Group, Inc. seeks authorization from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
National Auction Company to conduct an auction sale of the Debtor's
personal property.

The Debtor is the owner of the warehouse property where its office
is located at 2155-2185 N.W. 115 Avenue, Miami, FL 33172 (the
"Warehouse"). The Debtor has been engaged in the process of
liquidating its assets, which will require the sale of its
remaining equipment and various other items (the "Personal
Property") located at the Warehouse.

The Debtor seeks to conduct an auction sale through Auctioneer at
the Debtor's premises located at 2155-2185 N.W. 115 Avenue, Miami,
FL 33172. The date of the auction will be determined shortly and
announced through separate notice, but will occur prior to June 16,
2016, the date presently scheduled for closing on the sale of the
Warehouse.

Auctioneer is to be compensated based upon a buyers' premium in the
amount of 10% percent, to be paid at the sale by each individual
buyer. Auctioneer will not seek any commissions from the estate.
Auctioneer will also be reimbursed for its out-of-pocket costs for
advertising, marketing and conducting the auction. Such expenses
are estimated to be approximately $6,295. That expense estimate is
well less than 10% of the Auctioneer's conservative estimate of the
expected proceeds of the auction sale.

The Debtor requests the Court consider the requested relief on an
expedited basis to afford appropriate notice of the auction to
interested parties. The sale must be conducted on an expedited
basis because the Debtor is scheduled to close on the sale of the
Warehouse on June 16, 2016, and accordingly must complete the sale
of the Personal Property in advance of closing or otherwise incur
the cost of removal and storage of the Personal Property.

The Debtor 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.

National Auction can be reached at:

       George Richards
       NATIONAL AUCTION COMPANY
       1325 South Congress Avenue, Suite 202
       Boynton Beach, FL 33426
       Tel: (561) 364-7004
       Fax: (561) 364-8803

                     About Star Computer Group

Star Computer Group, Inc., sought Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 15-28100) on Oct. 12, 2015.  The
petition was signed by James S. Howard as chief restructuring
officer.

The Debtor listed assets of $22.7 million and liabilities of
$68.3 million.

Founded in 1994 with its office located at 2175 N.W. 115 Avenue,
Miami, FL 33172, the Company was engaged in the business of
supplying wholesale computers, smart phones, and related equipment
and software to dealers and wholesales in Latin America.  The
Company is jointly owned by Henry Waissmann (54%) and Henry
Aguilar (46%).

The Debtor has engaged Kozyak, Tropin & Throckmorton, P.A., as
bankruptcy counsel, GlassRatner as financial advisor, Fuerst
Ittleman David & Joseph PL as special tax counsel, and Cherry
Bekaert, LLP as accountants.

Judge Jay Cristol is assigned to the case.

The U.S. Trustee for Region 21, appointed five creditors to serve
in the official committee of unsecured creditors.  The Committee is
represented by Stearns Weaver Miller Weissler Alhadeff & Sitterson,
P.A., as counsel.


STATEWIDE AMBULETTE: Court Approves Revised Cash Collateral Pact
----------------------------------------------------------------
Webster Bank, N.A., loaned $250,000 to Statewide Ambulette Service,
Inc., under the terms of a Commercial Demand Note and Business Line
of Credit Agreement in 2013, which was increased to $400,000 in
Apr. 2014.  Statewide pledged all of its assets to secure repayment
of that loan.  Webster has agreed to allow Statewide continued
access to cash collateral to pay operating expenses in exchange for
$4,700 monthly payments.  

The Honorable Robert D. Drain placed his stamp of approval on this
revised deal this week.  

The parties reminded Judge Drain that approximately $516,245.70 was
due and owing to the Debtor from the New York State Department of
Health Office of the Medicaid Inspector General as the result of a
pre-petition and post-petition holdback of the Debtor's Medicaid
Accounts Receivable.  The Debtor received those funds and, pursuant
to an earlier cash collateral order, turned $250,000 of that over
to Webster.  Webster is currently owed approximately $153,000.  

Webster can be reached at:

          Joanna Aversa
          VP, Sr. Workout Specialist
          Webster Bank, N.A.
          609 W. Johnson Avenue
          Cheshire, CT 06410

and is represented by:

          Teresa Sadutto-Carley, Esq.
          Sherri D. Lydell, Esq.
          Platzer, Swergold, Levine, Goldberg, Katz & Jaslow, LLP
          475 Park Avenue South, 18th Floor
          New York, NY 10016

Statewide Ambulette Service, Inc., based in Scarsdale, N.Y., filed
a voluntary chapter 11 petition (Bankr. S.D.N.Y. Case No. 15-23451)
on Oct. 5, 2015, is represented by Todd S. Cushner, Esq., at Garvey
Tirelli & Cushner, Ltd., in White Plains, and disclosed $1.18
million in assets and $2.98 million in debts at the time of the
filing.


STEPPING STONES: Wants Aug. 5 Exclusive Plan Filing Deadline
------------------------------------------------------------
Stepping Stones, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Mississippi to extend by 60 days until Aug. 5,
2016, the exclusive period in which the Debtor may file a Chapter
11 plan.

The time period in which the Debtor has the exclusive right to file
a Chapter 11 Plan expires on this date, June 6, 2016, and the
Debtor still has multiple issues that must be resolved before
finalizing a plan and disclosure statement, including but not
limited to the appraisal of the real property owned by the Debtor.
Thus, the Debtor's counsel requires additional time before
completing a plan and disclosure statement.

The Debtor's counsel can be reached at:

      Robert Gambrell, Esq.
      ROBERT GAMBRELL GAMBRELL & ASSOCIATES, PLLC
      101 Ricky D. Britt Boulevard, Suite 3
      Oxford, MS 38655
      Tel: (662) 281-8800
      Fax: (662) 202-1004
      E-mail: rg@ms-bankruptcy.com

Stepping Stones, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Miss. Case No. 16-10372) on Feb. 5, 2016.  Robert
Gambrell, Esq., at Gambrell & Associates, PLLC, serves as the
Debtor's bankruptcy counsel.


STG-FAIRWAY HOLDINGS: S&P Assigns 'B' CCR, Outlook Stable
---------------------------------------------------------
S&P Global Ratings assigned a 'B' corporate credit rating to
Atlanta-based STG-Fairway Holdings LLC (d/b/a First Advantage
Corp.).  The outlook is stable.

S&P also affirmed the 'B' corporate credit rating on subsidiary
STG-Fairway Acquisition Inc., the holder of the company's debt.
STG-Fairway Holdings LLC is the guarantor of the debt.

Concurrently, S&P affirmed its issue-level rating of 'B+' on the
company's first-lien credit facility, which consist of a $485
million term loan due 2022 with $400 million currently outstanding
and $50 million revolving credit facility due 2020. The recovery
rating remains '2', indicating S&P's expectation for substantial
(70%-90%, at the low end of the range) recovery in the event of a
payment default.  S&P also affirmed its issue-level rating of
'CCC+' on the company's second-lien term loan of $150 million.  The
recovery rating remains '6', indicating S&P's expectation for
negligible (0%-10%) recovery in the event of payment default.  

The rating on STG-Fairway Holdings LLC (d/b/a First Advantage
Corp.) and its subsidiary reflects S&P's view that the company's
credit metrics will improve in 2016 as a result of the data center
and platform migration initiatives in 2015.  S&P expects client
attrition, which began in 2015 as a result of the platform
migration, to continue into early 2016, with normalized revenue
growth resuming in the back half of the year.  S&P also projects
significant EBITDA margin expansion in 2016 as migration-related
costs will not be repeated in 2016.

The stable outlook reflects S&P Global Ratings' view that
STG-Fairway will maintain its improved credit metrics following the
consolidation of data centers, IT platforms, and back-office
operations, which includes debt-to-EBITDA levels between 5x–6x
over the next 12 months.  S&P's stable outlook also incorporates
its view that the financial sponsor will not initiate shareholder
returns in the next 12 months.


STONERIDGE PARKWAY: Ch. 11 Plan Proposes to Sell Assets
-------------------------------------------------------
Stoneridge Parkway, LLC, filed with the U.S. Bankruptcy Court for
the District of Nevada, Las Vegas Division, a disclosure statement
explaining its Chapter 11 plan, which proposes to liquidate and
sell assets of the Estate (personal property); enter into a
Forbearance Agreement with the Debtor's secured lender and obtain
DIP financing; and either: (a) reject the Golf Course Agreement
which severely limits the use of the Debtor's main asset to a
27-Hole golf course as an executory contract, (b) strip off the use
restrictions as an unwarranted alienation of the property, or (c)
sell the property free and clear of all encumbrances, any of which
will allow for the re-entitlement of the Property and allow the
Debtor to make the highest and best economical use of the
Property.

The only potential unsecured creditor is the Silverstone Ranch
Community Association (the "HOA"), which has yet to file a Proof of
Claim.

A full-text copy of the Disclosure Statement is available at
http://bankrupt.com/misc/nvb16-11627-157.pdf

The Debtor is represented by:

          Matthew Abbasi, Esq.
          ABBASI LAW CORPORATION
          8889 West Olympic Blvd., Suite 240
          Beverly Hills, CA 90211
          Telephone: (310) 358-9341
          Facsimile: (888) 709-5448
          Email: Matthew@malawgroup.com

             -- and --

          Samuel A. Schwartz, Esq.
          Bryan A. Lindsey, Esq.
          SCHWARTZ FLANSBURG, PLLC
          6623 Las Vegas Blvd. South, Suite 300
          Las Vegas, Nevada 89119
          Telephone: (702) 385-5544
          Facsimile: (702) 385-2741

                    About Stoneridge Parkway

Stoneridge Parkway, LLC sought protection under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the Central
District of California (San Fernando Valley) (Case No. 15-14111) on
December 18, 2015. The petition was signed by Danny Modab, managing
member.

The venue was later transferred to the U.S. Bankruptcy Court for
the District of Nevada (Case No. 16-11627).

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


TALEN ENERGY: S&P Affirms 'B+' CCR, Outlook Stable
--------------------------------------------------
S&P Global Ratings affirmed its 'B+' corporate credit rating on
Talen Energy Supply LLC.  The outlook is stable.

S&P also affirmed the 'BB' senior secured and 'B+' unsecured debt
rating (including the company's 6.5% notes due 2025 and
Pennsylvania Economic Development Financing Authority revenue
bonds).  The '1' recovery rating on the secured debt and '3'
recovery rating on the unsecured debt are unchanged.  S&P revised
its assessment of liquidity to adequate from strong.

"The affirmation stems from our expectation that the new owner will
manage the existing assets to improve efficiency, despite an
ongoing weak power pricing environment that disadvantages coal and
nuclear assets," said S&P Global Ratings credit analyst Michael
Ferguson.  S&P do not expect any significant changes to the
composition of the portfolio, and, consequently, have not revised
S&P's assessment of the business risk profile as fair.
Additionally, S&P expects that the new management team will reduce
the size of revolving credit facilities, resulting in the revision
of the liquidity score.  While S&P anticipates leverage rising in
2016, it expects that it will decrease in subsequent years.

The rating outlook on Talen Energy Supply LLC is stable.  Based on
the current portfolio assets, S&P expects the enterprise company to
maintain adjusted debt to EBITDA to exceed 5.0x during the next two
years, based on S&P's assumptions about commodity pricing and
capital structure under the new ownership structure.  S&P
anticipates some leverage reduction in 2018.

S&P could lower the ratings if debt to EBITDA increases above 5.0x
and stays at that level persistently, or if free cash flow metrics
decline.  This would likely stem from some combination of softer
energy markets brought on by lower gas prices and less robust
capacity markets in PJM, as well weakened efficiency and
availability at key plants.  Further, unexpected debt issuances
could contribute to this effect, as could an inability to recognize
certain operational efficiencies associated with the transaction.

While not likely over the next year, S&P could raise the ratings if
financial measures improve, such that debt to EBITDA remains
consistently below 3.75x.  This would likely result from an effort
to reduce debt somewhat, as well as a more robust and
incentive-laden capacity market.  Given its high-performing
portfolio and wide geographic swath, Talen could be in a good
position to take advantage of secular changes like these.


TENNECO INC: Fitch Rates New $500MM Notes 'BB+/RR4'
---------------------------------------------------
Fitch Ratings has assigned a rating of 'BB+/RR4' to Tenneco Inc.'s
(TEN) $500 million in proposed senior unsecured notes due 2026.
Fitch rates TEN's Long-Term Issuer-Default Rating (IDR)
'BB+'/Stable Outlook.

TEN intends to use proceeds from the proposed notes to fund the
tender offer for its existing $500 million in 6.875% senior
unsecured notes due 2020. TEN announced the tender offer today. The
tender offer expires on June 10, 2016. The proposed notes will be
guaranteed by TEN's wholly-owned domestic subsidiaries that also
guarantee the company's secured revolving credit facility and Term
Loan A.

KEY RATING DRIVERS

TEN's ratings continue to be supported by the company's market
position as a top global supplier of emission control and vehicle
suspension components, with a strong presence in both the original
equipment and aftermarket segments. In addition, tightening
regulations governing commercial truck and off-highway vehicle
emissions in a number of global jurisdictions have led to increased
growth opportunities and higher profitability for the company.
TEN's credit profile is characterized by slowly declining, but
somewhat variable, leverage and adequate liquidity. However, free
cash flow margins are relatively low.

Primary risks to the company's credit profile include industry
cyclicality, volatile raw material costs and variability in fuel
prices. Cyclical risk is mitigated somewhat by the increasing
diversification of the company's customer base and improving cost
structure, as well as ever-tightening global emissions regulations,
which will drive growth in the market for emission control products
independent of global economic conditions. Also mitigating risk and
supporting near-term liquidity is a lack of material debt
maturities until 2019. Volatile fuel prices present a risk because
TEN's equipment on smaller and more fuel efficient vehicles tends
to be less profitable. As with other auto suppliers, TEN seeks to
minimize the effect of volatility in raw material prices by passing
along a substantial portion of the change in its material costs to
its original equipment customers.

An additional risk is the potential for an adverse outcome in the
ongoing antitrust investigation of TEN being conducted by the
European Commission (EC) and the U.S. Department of Justice (DOJ).
Details of the investigation, the potential timing of any
resolution and the ultimate exposure to TEN are currently unknown,
but the DOJ has granted the company conditional leniency through
the Antitrust Division's Corporate Leniency Policy. As such, the
DOJ will not seek any criminal fines or penalties against the
company, and TEN's potential liability in any follow-on civil
antitrust litigation in the U.S. is limited. Nonetheless, a
particularly adverse outcome related to the investigations could
lead to a negative rating action.

As of March 31, 2016, TEN's EBITDA leverage (as calculated by
Fitch) was 2.2x, with total debt of $1.6 billion (including
European factored receivables) and EBITDA of $752 million. TEN's
EBITDA margin was 9.0%. FFO adjusted leverage was 3.2x at March 31,
2016. TEN's debt tends to vary seasonally as negative working
capital at certain times of the year leads to increased borrowings
that the company repays at other points during the year.

Free cash flow grew (FCF) in the 12 months ended March 31, 2016 was
$201 million (adjusted for the effect of factored receivables),
leading to a FCF margin of 2.4%. Liquidity at March 31, 2016
included $374 million in cash and cash equivalents and $912 million
in availability on the company's $1.2 billion secured revolver.
Most of TEN's cash is generally held outside the U.S., and much of
it could be subject to additional withholding taxes if
repatriated.

TEN's secured revolver and secured Term Loan A have a recovery
rating of 'RR1' and are rated one-notch above the company's IDR,
reflecting their substantial collateral coverage, which includes
virtually all of the company's U.S. assets and up to 66% of the
stock of its first-tier foreign subsidiaries. Based on Fitch's
criteria, 'BBB-' is the highest issue rating that may be assigned
to an issuer with an IDR of 'BB+'. TEN's senior unsecured notes
have a recovery rating of 'RR4' and are rated the same as the
company's IDR, reflecting Fitch's expectations for an average
recovery in a distressed scenario.

KEY ASSUMPTIONS

-- Global economic conditions continue to improve at a modest
    pace, leading to low-single digit growth in global auto
    production.
-- In addition to increased auto production, TEN's revenue
    benefits from higher commercial vehicle and off-road equipment

    demand as emissions regulations in these segments continue to
    tighten many global markets.
-- With the improving vehicle production volumes and increased
    penetration, TEN's revenue and profitability grow, but
    negative foreign exchange masks much of the near-term revenue
    improvement.
-- Capital spending remains elevated by historical standards over

    the intermediate term to support new product wins and growth
    in the company's manufacturing footprint.
-- Debt maturities are refinanced through the next several years.

-- Share repurchases total $550 million through year end 2017,
    and the company continues with share buybacks following the
    expiration of the current program.
-- The company generally maintains between $250 million and $300
    million in cash on its balance sheet.

RATING SENSITIVITIES

Positive: Further developments that may, individually or
collectively, lead to a positive rating action include:

-- An Increase in TEN's value-added free cash flow margin to
    about 3% on a consistent basis;
-- A decline in FFO adjusted leverage to 2.5x or lower;
-- An increase in FFO fixed charge coverage to 5x or higher.

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

-- A severe decline in global vehicle production that leads to
    reduced demand for TEN's products;
-- A decline in TEN's value-added free cash flow margin to below
    1% for an extended period;
-- An increase in FFO adjusted leverage to 4x or higher;
-- A decline in FFO fixed charge coverage to 3x or lower;
-- An adverse outcome from the antitrust investigation that lead
    to a significant decline in liquidity or an increase in
    leverage.

Fitch currently rates Tenneco Inc. as follows:

-- IDR 'BB+';
-- Secured revolving credit facility rating 'BBB-/RR1';
-- Secured Term Loan A rating 'BBB-/RR1';
-- Senior unsecured notes rating 'BB+/RR4'.


TENNECO INC: Moody's Assigns Ba3 Rating on New $500MM Sr. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 to Tenneco Inc.'s new $500
million of senior unsecured notes due 2026.  The net proceeds from
the notes, along certain other funds, are expected to be used to
fund the tender offer of any and all of Tenneco's outstanding $500
million 6 7/8% senior notes due 2020, to redeem any of such notes
that are not tendered at a redemption price of 103.438%, pay fees,
premiums, expenses and unpaid and accrued interest related to the
tender offer or redemption.

Ratings assigned:

Tenneco Inc.
  New $500 million senior unsecured notes due 2026, Ba3 (LGD4).

Moody's maintains these ratings for Tenneco Inc.:

  Corporate Family Rating, Ba2
  Probability of Default Rating, Ba2-PD;
  Senior unsecured notes due 2020, Ba3 (LGD4);
  Senior unsecured notes due 2024, Ba3 (LGD4);
  Speculative Grade Liquidity Rating, SGL-2;
  Rating outlook: stable.

                        RATINGS RATIONALE

The transaction is expected to generate interest savings supporting
stronger debt service metrics for Tenneco.  Tenneco continues
generate improving volumes in its Clean Air Division despite uneven
industry production in its end markets.  Tenneco is experiencing
automotive platform growth in North America and Europe.  In the
company's commercial vehicle markets, new business wins in North
America, and improving volumes in Europe have more than offset
softness in North American commercial vehicle volume, weaker
economic conditions in South America, and the negative impact or
currency fluctuations.  Moody's will look for the capacity of these
trends to support cash flow generation resulting in sustainable
Debt/EBITDA reduction supportive of previously established positive
rating action drivers.

Future events that could drive Tenneco's ratings higher include
continued growth in the company's clean air division supporting
stronger profitability and cash flow resulting in consistent debt
reduction on a fiscal year-end basis.  Consideration for a higher
rating or outlook could arise if these factors, in Moody's view,
could lead to EBITA/Interest being sustained at over 5.5x and
Debt/EBITDA sustained below 2x.

Future events that could drive Tenneco's outlook or ratings lower
include declines in global automotive or commercial vehicle
production or loss of momentum in the company's clean air product
penetration resulting in weakening credit metrics or liquidity.
Consideration for a lower rating could arise if these factors were
to lead to expected fiscal year-end Debt/EBITDA approaching 3.5x or
EBITA/Interest coverage at 3.5x times.

The principal methodology used in these ratings was Global
Automotive Supplier Industry published in May 2013.

Tenneco, headquartered in Lake Forest, Illinois, is a leading
manufacturer of automotive emissions control and ride performance
products and systems for both the worldwide original equipment
market and aftermarket.  Revenue for the LTM period ending
March 31, 2016, was $8.3 billion.


TENNECO INC: S&P Assigns BB Rating on Proposed $500MM Sr. Notes
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '5'
recovery rating to Lake Forest, Ill.-based Tenneco Inc.'s proposed
$500 million senior unsecured notes due in 2026.  The '5' recovery
rating indicates S&P's expectation that lenders will receive a
modest recovery (10%-30%; lower half of the range) in the event of
a default.

The company intends to use the net proceeds, together with cash on
hand or available liquidity, to purchase any and all of S&P's
outstanding $500 million 6 7/8% senior notes and to pay fees,
premiums, expenses, and unpaid and accrued interest related to the
tender offer or redemption.

The notes are senior unsecured obligations that each material
domestic subsidiary guarantees on an unsecured basis.  In right of
payment, the notes are subordinated to the company's existing and
future secured debt and equal to all existing and future senior
unsecured debt.

The 'BB+' corporate credit rating and stable outlook on Tenneco
reflect its intermediate financial risk profile and its fair
business risk profile, reflecting the highly cyclical light-vehicle
and commercial-vehicle markets in which it competes.

RATINGS LIST

Tenneco Inc.
Corporate credit rating              BB+/Stable/--

Ratings Assigned
Tenneco Inc.
Senior unsecured
  $500 mil. notes due 2026            BB
   Recovery rating                    5L


TEREX CORP: S&P Affirms 'BB' CCR, Off CreditWatch Negative
----------------------------------------------------------
S&P Global Ratings said it affirmed all its ratings on Terex Corp.,
including its 'BB' corporate credit rating, and the ratings on its
subsidiaries and removed them from CreditWatch with negative
implications, where S&P had placed them on Feb. 24, 2016.

"Although we expect the company to experience continued weakness in
operating performance due to softness in key end markets such as
energy and mining, we expect it to continue to generate good levels
of free cash flow and to maintain leverage below 4x," said S&P
Global Ratings credit analyst Tyrell Peebles.

S&P could lower the ratings if it anticipates a business downturn,
acquisitions or shareholder returns to be more aggressive than
S&P's expectation, that results in debt-to-EBITDA above 4x on a
sustained basis without prospects for near-term improvements.

Ratings upside is not likely over the next 12 months, however, S&P
could raise the ratings if Terex demonstrates a commitment to a
more conservative financial policy or it reduces expected
volatility.  Portfolio expansion into less cyclical end markets,
improved and sustainable margin levels and a higher proportion of
service revenues could provide greater stability to the business
and potentially support an upgrade.


TERRY PAUL STIER: Plan Will Pay Unsecured Claims in 5 Years
-----------------------------------------------------------
Terry Paul Stier filed with the U.S. Bankruptcy Court in Colorado a
Disclosure Statement and Chapter 11 Plan of Reorganization dated
June 1, 2016.

The Plan provides that holders of allowed Unsecured Claims in Class
6 will received distributions on account of the allowed claim over
a period of 5 years as follows: "commencing on each anniversary of
the Effective Date, the Debtor will deposit $8,000 for a period of
5 years months[sic] into a segregated account for the benefit of
the Class 6 Claimants.  The account will established at an
institution insured by the FDIC and held in the Debtor's name.
Creditors may request copies of statements for the account from the
Debtor by written request with a copy of such request provided to
the Debtor's attorney.  The total amount of $40,000.00 will be
disbursed to unsecured creditors through the plan.  Within fifteen
(15) days after the anniversary of the Effective Date the Debtor
shall make a pro rata distribution to Class 6 creditors. Funds used
to make the deposits will be generated from post-petition earnings.
To the extent that Class 6 claims are subject to an objection by
the Debtor, or any other party in interest, the amount of the
distribution the creditor would be entitled to receive if the claim
was allowed in full shall be held in the segregated account until a
final adjudication of the claim. In the event the claim is
disallowed or allowed in a lesser amount, the balance of the held
funds shall be distributed to allowed Class 6 claimants on a pro
rata basis.  Any distributions made to creditors that are unclaimed
after 90 days, together with any additional distributions that the
creditor would be entitled to receive, shall be distributed to
other allowed Class 6 claimants on a pro rata basis.  The student
loan claim will share with other Class 6 creditors on a pro rata
basis."

The holders of judgment lien claims in Class 5 will be reclassified
and treated as Class 6 Claims as set forth in the Plan. The Debtor
will file motions to avoid the liens with respect to each claim.

A copy of the Disclosure Statement is available at:

     http://bankrupt.com/misc/cob15-18402-00071.pdf

Mr. Stier's home went into foreclosure and was set for sale on July
29, 2015.  Initially, he filed a Petition for Relief under Chapter
13 of the Bankruptcy Code (Bankr. D. Colo. Case No. 15-18402-MER).
When it became apparent that the Debtor exceeded the debt
limitation under Chapter 13, the case was converted to Chapter 11.
Mr. Stier was an executive with Sinclair Oil.  He was laid off from
his employment at Sinclair Oil in April 2016.

He is represented by:

     Kenneth J. Buechler, Esq.
     Buechler & Garber, LLC
     999 18th Street, Suite 1230 S
     Denver, CO 80202


TRANSWORLD SYSTEMS: S&P Lowers CCR to 'CCC' on Covenant Concerns
----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
Chicago-based Transworld Systems Inc. to 'CCC' from 'B'.  The
outlook is developing.

At the same time, S&P lowered the issue ratings on TSI's senior
secured notes to 'CCC' from 'B'.  The recovery rating on the notes
remains '4', which indicates S&P's expectation for average recovery
(30%-50%; lower half of the range) in the event of a payment
default.

"The downgrade reflects our view of the deterioration in the
company's liquidity profile combined with very tight covenant
compliance," said S&P Global Ratings credit analyst William
Savage.

The developing outlook on the company reflects uncertainty about
receipt of the Department of Education contract and the timing of
the announcement.


TRIBUNE PUBLISHING: Gannett Determined to Woo Company
-----------------------------------------------------
Leslie Picker, writing for The New York Times' DealBook, reported
that Gannett Co. made one thing clear on June 7: It will not walk
away from its unsolicited offer to acquire the Tribune Publishing
Company before summer's end.

According to the report, Tribune Publishing has already rejected
both of Gannett's offers -- the latest at a 99 percent premium to
the price of Tribune Publishing's shares in April before news of a
potential bid surfaced.  The company, which publishes The Los
Angeles Times and The Chicago Tribune, also brought in a new
minority investor and director who could help fend off the
takeover, the report related.

Reports surfaced that Gannett would abandon its pursuit of Tribune
Publishing, the report further related.  Gannett, which owns USA
Today, among other media assets, missed the window to nominate its
own set of directors, leaving it with fewer tools to put pressure
on the board for an immediate sale, the report said.  It encouraged
Tribune Publishing’s shareholders to withhold their votes for the
eight director nominees to the company's board, and when the votes
were counted, Gannett demonstrated that many of Tribune
Publishing's shareholders were on its side, the report added.

"Gannett values the 11 iconic newspapers of Tribune and has
determined to keep its offer in place as it evaluates various
near-term developments, including the Tribune second-quarter 2016
financial results, which are expected in August," Gannett said on
June 7 in a statement.

Tribune Publishing, which owns newspapers including The Los
Angeles
Times and The Chicago Tribune, has hired advisers to consider the
bid, which amounted to $815 million including debt and other
liabilities, the company said in a statement, the report related.

                      *     *     *

The Troubled Company Reporter, on Dec. 9, 2015, reported that
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Chicago-based newspaper publisher
Tribune Publishing Co. to 'B' from 'B+'.  The rating outlook is
stable.

At the same time, S&P lowered its issue-level rating the company's
term loan due 2021 to 'B' from 'B+'.  The '3' recovery rating is
unchanged, indicating S&P's expectation for meaningful recovery
(50%-70%; upper half of the range) of principal in the event of a
payment default or bankruptcy.

S&P also lowered its issue-level rating on the company's $140
million asset-based lending (ABL) revolving credit facility due
2019 to 'BB-' from 'BB'.  The '1' recovery rating is unchanged,
indicating S&P's expectation for very high recovery (90%-100%) of
principal in the event of a payment default or bankruptcy.

"The downgrades are based on Tribune's elevated leverage due to
continued top line weakness, higher-than-expected restructuring
expenses, and our view that there is greater volatility in the
company's credit metrics than we had previously expected," said
Standard & Poor's credit analyst Thomas Hartman.  "We expect that
leverage will be in the 4x-5x range in 2015."


TRONOX INC: Bank Debt Trades at 3% Off
--------------------------------------
Participations in a syndicated loan under which Tronox Inc is a
borrower traded in the secondary market at 96.83
cents-on-the-dollar during the week ended Friday, June 3, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.32 percentage points from the
previous week.  Tronox Inc pays 300 basis points above LIBOR to
borrow under the $1.5 billion facility. The bank loan matures on
March 15, 2020 and carries Moody's B1 rating and Standard & Poor's
BB rating.  The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended June 3.


TRUE RELIGION: Moody's Lowers CFR to Caa2, Outlook Negative
-----------------------------------------------------------
Moody's Investors Service downgraded True Religion Apparel, Inc.'s
Corporate Family Rating to Caa2 from Caa1 and Probability of
Default Rating to Caa2-PD from Caa1-PD.  Moody's also downgraded
the company's first lien term loan rating to Caa2 from Caa1 and
affirmed the second lien term loan rating at Caa3.  The rating
outlook is negative.

The downgrade reflects Moody's view that True Religion's capital
structure is unsustainable (with leverage based on management
adjusted EBITDA of nearly 10 times as of January 2016), and that
the company faces a heightened probability of default including the
potential for discounted debt repurchases.  The company's earnings
have steadily declined since 2013.  In 2015, revenue declined 7%
and management adjusted EBITDA declined 30%, primarily driven by a
highly promotional retail environment, a mix shift to non-denim
products, which carry lower gross profit than denim, foreign
exchange headwinds and lower demand in Europe.  In Moody's view
given the ongoing challenges in the retail environment, premium
denim category and brand perception, the company has limited
prospects for a meaningful operating performance turnaround in the
next several years that would allow it to reduce leverage to a
sustainable level.  Moody's expects True Religion to have adequate
liquidity for the next 12-15 months.

The negative rating outlook reflects the risk that if operations do
not improve, the probability of default will increase or recovery
prospects will weaken.

Moody's took these rating actions on True Religion Apparel, Inc.:

   -- Corporate Family Rating, downgraded to Caa2 from Caa1
   -- Probability of Default Rating, downgraded to Caa2-PD from
      Caa1-PD
   -- $386 million ($400 million face value) first lien term loan
      due 2019, downgraded to Caa2 (LGD3) from Caa1 (LGD3)
   -- $85 million second lien term loan due 2020, affirmed at Caa3

      (LGD5)
   -- Outlook is Negative

                         RATINGS RATIONALE

True Religion's Caa2 rating reflects the heightened probability of
default considering the company's leverage of nearly 10 times and
ongoing earnings declines driven by challenges in the retail
environment, denim category and the company's brand position.  The
rating also reflects True Religion's modest scale and concentrated
fashion risk as a mono-brand retailer and wholesaler with about
half of sales in the highly competitive premium denim category.
Moody's expects True Religion to have adequate liquidity for the
next 12-15 months, reflecting modest balance sheet cash, nominal
free cash flow generation, lack of maturities until the 2018 ABL
expiration, and absence of term loan financial maintenance
covenants.  Moody's also projects seasonal usage of the asset-based
revolver that should not trigger the ABL springing fixed charge
coverage covenant.  The liquidity position diminishes the potential
for a payment-related default over the next 12-15 months, but
Moody's views the risk of an event of default over a longer
timeframe as high.

The ratings could be downgraded if Moody's believes the risk of a
distressed exchange or other default is increasing or becoming more
likely over a 12-month period, or if family recovery prospects or
liquidity deteriorates.

The ratings could be upgraded if True Religion achieves meaningful
earnings growth by successfully executing its strategic
initiatives, reduces leverage and maintains adequate liquidity.

True Religion Apparel, Inc. designs and markets denim, sportswear
and accessories for men, women and children under the "True
Religion" brand.  The company's products are sold in its branded
retail and outlet stores and website, as well as in contemporary
department stores, boutiques and off-price retailers.  As of
Jan. 30, 2016, True Religion operated 160 stores, including 147
stores in North America.  The company had revenues of approximately
$400 million in 2015.  True Religion has been controlled by
TowerBrook Capital Partners since its take-private transaction in
July 2013.

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


UCI HOLDINGS: Chapter 11 Petition Filed; First Day Motions Okayed
-----------------------------------------------------------------
UCI Holdings Limited and 12 affiliated Debtors filed for Chapter 11
protection with the U.S. Bankruptcy Court in the District of
Delaware, lead case number 16-11354 (UCI International).

BankruptcyData.com reported that according to documents filed with
the Court, "The Debtors' bankruptcy filings are the result of the
convergence of both industry-wide trends and factors specific to
the Debtors that have combined to put pressure on the Debtors'
businesses and have adversely impacted the Debtors' financial
results . . . . The Debtors' current balance sheet is unsustainable
. . . .  Absent a restructuring of the Debtors' indebtedness, the
Debtors are unable to comply with their debt obligations. Moreover,
under the continuing burden of these interest payments, the Debtors
would lack sufficient cash flow to maintain their business and
reinvest capital to take advantage of growth opportunities."

The Bankruptcy Court on June 3 approved all of the first-day
motions submitted by the Company.  The rulings enable UCI and its
subsidiaries, which include Airtex Products, L.P., ASC Industries,
Inc., and Champion Laboratories, Inc., to continue operations in
the normal course including paying vendors for all post-petition
goods and services, continuing all customer programs, and
maintaining payroll and employee health benefits, and other
programs that are essential to continuing businesses without
disruption.

                        About UCI Holdings

UCI Holdings Limited is involved in the design, manufacturing, and
distribution of vehicle replacement parts, including a broad range
of filtration, fuel delivery systems, and cooling systems products
in the automotive, trucking, marine, mining, construction,
agricultural, and industrial vehicles markets.

The Debtor is represented by Edmon L. Morton of Young Conaway
Stargatt & Taylor.


UCI HOLDINGS: S&P Lowers CCR to 'D' on Chap. 11 Filing
------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on UCI
Holdings Ltd. to 'D' (default) from 'SD'.  The issue-level rating
on the company's senior unsecured debt remains unchanged at 'D'.

UCI Holdings Ltd. announced that it had filed voluntary petitions
under Chapter 11 of the United States Bankruptcy Code.
Consequently, S&P has lowered the corporate credit rating to 'D'
from 'SD'.

On March 22, 2016, S&P had lowered the corporate credit rating to
'SD' because of the company's failure to make a required interest
payment within the 30-day grace period on its 8.625% senior
unsecured notes.  At that same time, the issue rating on these
notes was lowered to 'D'.


ULTRA PETROLEUM: Seeks Approval of Key Employee Incentive Plan
--------------------------------------------------------------
BankruptcyData.com reported that Ultra Petroleum filed with the
U.S. Bankruptcy Court a motion for entry of an order authorizing
and approving the Debtors' key employee incentive plan (KEIP). The
motion explains, "The Debtors request that the Court grant this
Motion for two primary reasons. First, the Incentive Plan is an
ordinary-course continuation of prepetition compensation practices
that constitutes a sound exercise of the Debtors' business judgment
and is in the best interests of the Debtors' estates. The payments
under the Incentive Plan are reasonable in light of market
practice. Without the Incentive Plan, the Senior Executives would
earn substantially below market level compensation -- below even
the 10th percentile in the Debtors' peer group industry -- despite
the Debtors' consistent top-tier operational performance. Second,
the Incentive Plan complies with the requirements of section 503(b)
and (c) of the Bankruptcy Code. The Incentive Plan's performance
metrics are 'stretch' goals that are primarily incentivizing and
are tied to operational performance objectives that are directly
aligned with the ultimate interests of all stakeholders."

According to the report, the Debtors filed a separate motion for
entry of an order authorizing and approving a non-insider retention
program. The motion explains, "The Debtors' business enterprise is
one of the leanest, most efficiently-operated exploration and
production companies in the oil and gas industry. In connection
with the Debtors' chapter 11 restructuring process, the Debtors
have segregated their workforce into two groups: 'insider'
employees, a group consisting of their six executive officers; and
'non- insider' employees, a group consisting of all of the Debtors'
salaried employees other than their six executive officers. The
Debtors' non-insider employees are vital to the Debtors'
operations. This Motion seeks the approval, on a postpetition
basis, of the Debtors' prepetition Key Employee Retention Program
(the 'Retention Program') applicable to the Debtors' non-insider
key employees (each, a 'KERP Participant,' and, collectively, the
'KERP Participants'). The Retention Program contemplates quarterly
retention payments to approximately 103 KERP Participants, which
payments are expected to total approximately $1.1 million per
quarter (an average of approximately $11,000 per KERP
Participant)." The Debtors have requested a June 23, 2016 hearing
to consider both the motions.

                    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.


US FOODS: S&P Raises CCR to 'B+' Following IPO
----------------------------------------------
S&P Global Ratings raised all of its ratings on Rosemont,
Ill.-based US Foods Inc., including S&P's corporate credit rating
to 'B+' from 'B'.  The outlook is positive.

At the same time, S&P raised its issue-level rating on the
company's $1.3 billion asset-backed revolving credit facility (ABL)
to 'BB' from 'BB-', with a recovery rating of '1', indicating S&P's
view that lenders could expect 90%-100% recovery in the event of a
payment default.  Also, S&P raised its issue-level rating on the
company's $2.1 billion senior secured term loan B to 'B+' from 'B',
with a recovery rating of '3', indicating S&P's view that lenders
could expect meaningful (50% to 70%, at the lower half of the
range) recovery in the event of a payment default.  In addition,
S&P raised its issue-level rating on the company's $1.35 billion
senior unsecured notes to 'B-' from 'CCC+', with a recovery rating
of '6', indicating S&P's view that lenders could expect 0-10%
recovery in the event of a payment default.

S&P's rating actions assume the company follows through with its
stated intention to use the majority of the IPO net proceeds to
redeem a large portion of the senior unsecured notes.  Pro forma
for the proposed transactions, S&P estimates debt is about $4
billion.

"The upgrades reflect the successful completion by USF's parent of
its IPO and conditional notice to use the majority of net proceeds
to redeem approximately $1.1 billion principal amount of its 8.5%
senior unsecured notes due 2019," said S&P Global Ratings analyst
Brennan Clark.

S&P's ratings on USF reflect the company's solid number two
position in the highly competitive and fragmented foodservice
distribution industry; its low, albeit stable, profit margins; and
its substantial scale.  In S&P's view, USF's broad geographic reach
and size provide the company with purchasing economies relative to
many smaller competitors.  S&P also recognizes that USF's good
route density--albeit below industry leader Sysco Corp.--should
contribute to its satisfactory operating efficiency.

The positive outlook reflects S&P's belief that US Foods has the
ability to continue to pay down debt and grow EBITDA as it restores
its market position following the termination of the disruptive
Sysco transaction last year.  It also reflects S&P's assumption
that the influence of the financial sponsors, which still own over
75% of the company's stock, will continue to decline.  S&P could
raise the ratings if it expects debt to EBITDA to fall and hover
below 5x on a sustained basis, which S&P estimates could occur if
US Foods repays $575 million of debt or EBITDA increases by 15%
compared to S&P's pro forma estimates as of April 2, 2016.  An
upgrade is also contingent on increased confidence of reduced risk
of any re-leveraging event, such as a material acquisition or
shareholder remuneration.


VALEANT PHARMA: Reports First-Quarter Loss, Cuts Forecast
---------------------------------------------------------
Katie Thomas, writing for The New York Times' DealBook, reported
that Joseph C. Papa, the new chief executive of Valeant
Pharmaceuticals International, strove to signal on June 7 that the
company's worst problems were behind it, telling analysts that the
company's future was "bright," despite what he repeatedly described
as "speed bumps."

But Valeant's first-quarter earnings report, released June 7 after
more than a monthlong delay, told a different story, revealing
trouble in core business areas, including its dermatology,
gastrointestinal and ophthalmology units, according to the report.
And it suggested that the company’s troubles were not limited to
the legal issues and investigations before it, the report said.

A big loss of nearly $374 million in the quarter -- and lower
guidance for the rest of the year -- raise particularly difficult
problems for the company, the report related.  Valeant is weighed
down with $30 billion in debt and has said it will no longer rely
as heavily on price increases and big acquisitions to drive
profits, its strategy in the previous few years, the report further
related.

                          About Valeant

Valeant Pharmaceuticals International, Inc. (NYSE/TSX:VRX) --
http://www.valeant.com/-- is a multinational specialty    
pharmaceutical company that develops, manufactures and markets a
broad range of pharmaceutical products primarily in the areas of
dermatology, gastrointestinal disorder, eye health, neurology and
branded generics.

Valeant reported a net loss attributable to the Company of $291.7
million on $10.44 billion of revenues for the year ended Dec. 31,
2015, compared to net income attributable to the Company of $880.7
million on $8.20 billion of revenues for the year ended Dec. 31,
2014.  As of Dec. 31, 2015, Valeant had $48.96 billion in total
assets, $42.93 billion in total liabilities and $6.02 billion in
total equity.

                             *    *     *

Valeant carries a 'B2' Corporate Family Rating from Moody's
Investors Service.

As reported by the TCR on April 19, 2016, Standard & Poor's
Ratings Services said that it has lowered its corporate credit
ratings on Valeant Pharmaceuticals International Inc. to 'B' from
'B+' and placed both the corporate credit rating and the
issue-level ratings on CreditWatch with developing implications.


VALIDUS HOLDINGS: Moody's Assigns Ba1 Rating on New Shares
----------------------------------------------------------
Moody's Investors Service has rated new preference shares of
Validus Holdings, Ltd. (NYSE: VR, "Validus") at Ba1(hyb) with a
positive outlook.  The offering will consist of depositary shares,
each of which will represent a 1/1,000th interest in a share of
Series A preference shares ($0.175 par value and $25,000
liquidation preference per share, equivalent to $25 per depositary
share).  The total offering is expected to be approximately US$150
million and offer an annual dividend of approximately 5.875%.

The preferred shares will be non-participating, non-cumulative,
redeemable at the issuer's option beginning June 2021, and have
limited special voting rights.

                        RATINGS RATIONALE

The Ba1(hyb) rating on the preferred shares reflects their junior
ranking to all indebtedness and two notches below the senior debt
rating based on Moody's standard criteria for insurance holding
companies.  Moody's regards these preferred shares as Basket C
hybrids (50% equity credit) based on their subordination and
perpetual maturity.

"We expect the proceeds will be used to fund capital needs rather
than common share repurchases," said Kevin Lee, Moody's analyst for
Validus.  Although pricing and structural headwinds in the
reinsurance sector make this an unusual time to be raising capital,
the preferred shares will only have a modest impact on debt
leverage (12.1% at 03/16 to ~13.3% pro forma), fixed charge
coverage (7.6x LTM 03/16 to ~6.9x pro forma) and dividend
requirements on the operating subsidiaries.

The positive rating outlook on the preferred shares mirrors the
rating outlook on the group.  Moody's believes that Validus is a
sound company with a solid balance sheet, and aligns financial
policy with strategy.  In resolving the outlook, Moody's will weigh
these strengths against Validus' vulnerability to structural
changes in the reinsurance market.

Validus' operating subsidiaries provide the credit support for the
parent company's obligations, including the new preferred shares.
Moody's rates the flagship subsidiary, Validus Reinsurance, Ltd.
(Bermuda), at A3 insurance financial strength, reflecting the
group's profitable track record, depth in catastrophe reinsurance
and niche short-tail lines, access to third-party capital, and
adequate capitalization which together deliver a sufficient value
proposition to brokers and clients.

However, cat reinsurance drives ~60-70% of Validus' profits but is
the product most vulnerable to structural headwinds in the
reinsurance market.  The biggest risk to Moody's view relates to
how alternative capital sources -- which have severely disrupted
the cat market -- would react to either a mega-disaster or higher
interest rates.  An en masse exit would be positive for reinsurers
while minimal outflows (or even possibly additional inflows) would
likely jeopardize adequate long-term returns for Validus and many
other reinsurers.

              WHAT COULD CHANGE THE RATING UP OR DOWN

These factors could lead to an upgrade of Validus' ratings: (a)
high likelihood of earning its cost of capital over the cycle
despite structural headwinds; (b) adjusted debt-to-total capital
ratio below 15% cross-cycle; (c) EBIT coverage of fixed charges
exceeds 6x cross-cycle (reflecting actual rather than normalized
cat losses); (d) successful integration and achievement of revenue
synergies at Western World.

Since the ratings are on positive outlook, Moody's does not
anticipate a downgrade in the next 12 months absent event-driven
reasons.  However, failure to achieve the factors in the previous
section would likely return the outlook to stable.

This rating has been assigned with a positive outlook:

  Validus Holdings, Ltd. -- preferred stock at Ba1(hyb).

Validus Holdings, Ltd. (NYSE: VR) is a midsize Bermuda-based
property-casualty insurer and reinsurer with consolidated total
shareholders' equity of US$3.9 billion as of March 31, 2016.

The principal methodology used in this rating was Global Reinsurers
published in April 2016.


VERDESIAN LIFE: S&P Lowers CCR to 'B' on Weak Operating Performance
-------------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Verdesian
Life Sciences LLC to 'B' from 'B+'.  The outlook is negative.

In addition, S&P lowered the rating on the company's $25 million
first-lien revolving credit facility and its first-lien term loan
to 'B+' from 'BB-'.  The recovery rating remains '2', indicating
S&P's expectation for substantial (upper end of the 70% to 90%
range) recovery in the event of a payment default.

"The downgrade reflects our view of risks to the company's credit
quality arising from a weakening of liquidity and operating
performance," said S&P Global Ratings credit analyst Paul Kurias.
"Though we expect credit metrics to remain appropriate for the
rating or even strong at times, we believe that the risk of
noncompliance with the springing covenant in the company's
revolving credit facility has increased considerably," he added.

S&P believes liquidity will be constrained, though in its base case
S&P assumes operating cash flow will be sufficient to meet
operating and debt service requirements.  The covenant is
applicable beyond a threshold borrowing level under the revolving
credit facility, and S&P expects the company will borrow below this
threshold level so that the covenant is not applicable.

The negative outlook reflects S&P's expectation over the next 12
months that Verdesian Life Sciences LLC will maintain sufficient
liquidity to meet its requirements, though S&P expects the
liquidity cushion to be low.  S&P believes management will
proactively amend covenants or refinance its credit facilities if
required so that sources of funds are at least equal to uses.  S&P
do not anticipate any significant increase in debt, so S&P expects
the company's pro forma credit measures, will continue to remain
appropriate for the rating in 2016, including debt to EBITDA of
slightly below 5x.

S&P could consider a downgrade in the next 12 months if the pro
forma debt to EBITDA ratio increases to levels above 6x without
clear prospects of recovery in a few quarters.  S&P would also
lower ratings if liquidity weakened so that in its view future
sources of funds were not sufficient to cover uses of funds or if
the company was required to comply with covenant and unable to do
so.  This could happen if there is a decline in the agricultural
products industry in 2016, competition from alternative products or
industry wide pricing hurts operating results, or management
chooses to adopt more aggressive financial policies.  S&P's ratings
incorporate some cushion for tuck-in acquisitions, but a large
debt-financed transaction could cause S&P to re-evaluate its
analysis.

S&P could revise its outlook to stable within the next year if the
company built significant cushions under its covenants either
through an improvement in operating performance, by paying down
debt, or through a permanent amendment to the covenants.  In S&P's
base case, it do not anticipate a substantial improvement in
operating performance to a level that significantly improves
cushions.  However, cushions could improve significantly if the
agricultural sector performance improves or the company can
increase its pricing so that EBITDA is above S&P's base case
expectations.


VERSO PAPER: Moody's Assigns Prov. B2 Rating on $225MM Sr. Loan
---------------------------------------------------------------
Moody's Investors Service assigned a provisional (P)B2 rating to
Verso Paper Holdings LLC's proposed $225 million six-year senior
secured term loan.  Moody's also assigned Verso a provisional (P)B1
corporate family rating, as well as a speculative grade liquidity
rating of SGL-2.

The outlook for the ratings is stable.

Assignments:

Issuer: Verso Paper Holdings LLC
  Corporate Family Rating: Assigned (P)B1
  Senior Secured Term Loan: Assigned (P)B2, LGD4
  Speculative Grade Liquidity Rating: Assigned SGL-2
  Outlook: Stable

The proposed debt offering will be used to exit bankruptcy with the
proceeds used to repay Verso and NewPage Corporation's (a
subsidiary of Verso) existing debtor-in-possession financing and
pay related fees and expenses.  The provisional ratings are
assigned pending the emergence from bankruptcy and the closing of
the proposed exit financing.  The company is expected to emerge
from bankruptcy in the next couple of months.

                          RATINGS RATIONALE

Verso's (P)B1 CFR primarily reflects expected adjusted leverage of
4.5 times, Verso's leading market share and cost position in the
North American coated paper industry, and good liquidity.  Verso's
rating is constrained by the secular decline in demand for about
80% of the paper grades that the company produces (used for
commercial printing, magazines, catalogs, books, and commercial
inserts).  Execution risks in management's focus on cost reduction
and the potential transformation to other grades are also
considered, including the potential for additional capital
expenditures.

The $225 million secured term loan is rated (P)B2, one notch below
the LGD model implied rating, given our view that size of the
priority debt ($350 million ABL plus priority trade payables) is
large relative to the size of the term loan, and the lack of
balance sheet debt that ranks behind the term loan that could
provide loss absorption in the event of a default.

Verso has good liquidity (SGL-2).  After exiting bankruptcy, Verso
will have a proposed $350 million asset-based revolving credit
facility (unrated) that matures in five years.  Proceeds from the
proposed revolver and term loan will be used to repay existing DIP
financings and fees, leaving about $120 million of unused ABL
availability.  Moody's estimates Verso will generate about $30
million of positive free cash flow in the 12 months following
emergence from bankruptcy, and will have minimal debt maturities.
Covenant issues are not expected over the near term.

The stable outlook considers Verso's good liquidity position and
expectations that the coated paper sector will reduce supply to
offset declining demand, allowing the company to maintain
acceptable credit protection metrics through anticipated
challenging industry conditions.

A rating upgrade could result if (RCF-Capex)/TD exceeds 5% and
EBITDA margins exceed 10% on a sustainable basis, while maintaining
good liquidity.

A rating downgrade could result if the company's liquidity position
weakens or if (RCF-Capex)/TD drops below 3% on a sustainable
basis.

The principal methodology used in these ratings was Global Paper
and Forest Products Industry published in October 2013.

Headquartered in Memphis, Tennessee, Verso is the largest North
American coated paper producer.  Upon emergence from Chapter 11,
the pre-petition first lien creditors are expected to own a
majority of the equity of the company.


VIGNAHARA LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Vignahara, LLC
        11999 East Freeway
        Houston, TX 77029

Case No.: 16-32261

Chapter 11 Petition Date: June 6, 2016

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

Judge: Hon. Barbara J. Houser

Debtor's Counsel: Russell W. Mills, Esq.
                  HIERSCHE, HAYWARD, DRAKELEY & URBACH, P.C.
                  15303 Dallas Pkwy., Suite 700, LB 17
                  Addison, TX 75001
                  Tel: 972-701-7000
                  E-mail: rmills@hhdulaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Binal Patel, member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb16-32261.pdf


VIGNAHARA LLC: Requests Access to Hotel Lenders' Cash Collateral
----------------------------------------------------------------
Vignahara, LLC, pursuant to section 363 of the Bankruptcy Code and
Fed. R. Bankr. P. 4001(b), asks the U.S. Bankruptcy Court in
Dallas, Tex., for authority to use cash collateral pledged to repay
a loan from First Western SBLC, Inc., and grant First Western
postpetition replacement liens as adequate protection.  The Debtor
says it currently owes First Western approximately $2.2 million.  

For the month of June, Vignahara projects $75,000 in cash receipts
and cash disbursements totalling about $73,300.  

First Western is represented by:

          Charles F. Baum, Esq.
          Kenneth A. Hill, Esq.
          QUILLING, SELANDER, LOWNDS, WINSLETT & MOSER
          2001 Bryan Street, Suite 1800
          Dallas, TX 75201
          Telephone 214.871.2100
          E-mail: cbaum@qslwm.com
                  kenhill@qslwm.com

Vignahara, LLC, operates a 112-room hotel located at 11999 East
Freeway in Houston,
Tex., which until recently was operated under a Red Roof Inn
franchise.  Vignahara employs
approximately 19 persons on a full or part-time basis.  Vignahara
is represented by Russell W. Mills, Esq., at Hiersche, Hayward,
Drake Ley & Urbach, P.C., in Addison, Tex.


WESCO INT'L: S&P Rates $350MM Sr. Unsecured Notes Due 2024 'BB-'
----------------------------------------------------------------
S&P Global Ratings said that it assigned its 'BB-' issue-level
rating and '5' recovery rating to WESCO Distribution Inc.'s
proposed $350 million senior unsecured notes due 2024.  The '5'
recovery indicates S&P's expectation for modest (10%-30%, lower end
of the range) recovery in the event of a payment default.

At the same time, S&P affirmed all of its ratings, including S&P's
'BB' corporate credit ratings on WESCO International Inc. and its
wholly owned subsidiary WESCO Distribution Inc.  S&P's recovery
ratings on the existing convertible senior debentures remain
unchanged.  The outlook remains stable.

S&P expects to withdraw its ratings on the convertible debentures
upon their redemption.

"Our stable outlook on WESCO reflects our expectation that modestly
improving commercial construction markets and relatively steady
utility markets will partially offset weakness in WESCO's
industrial end-markets and headwinds from a stronger dollar," said
S&P Global Ratings credit analyst Svetlana Olsha.

S&P could lower its rating on WESCO if its deteriorating operating
performance causes its leverage to exceed 4x with limited prospects
for improvement.  S&P could also lower the rating if WESCO's
leverage following future acquisitions exceeds 4x and does not
quickly improve, either because of a challenging operating
environment or because the acquisitions stretched the company's
credit measures beyond S&P's expectations.

S&P believes that an upgrade is unlikely over the next two years
since WESCO's acquisition growth strategy and leverage tolerance
are constraining factors.  Over the long-term, however, S&P could
raise its rating on WESCO if it chooses to pursue more conservative
financial policies that S&P expects will help it maintain its
leverage below 4x as it pursues acquisitions.


WILLIAM THORNER: Wants Okay to Use Cash Collateral to Pay Taxes
---------------------------------------------------------------
William Thorner, D.M.D., P.S.C., asks the U.S. Bankruptcy Court in
Ashland, Ky., for permission to use its secured creditors' cash
collateral to pay approximately $10,000 of 2014 and 2015 city
withholding taxes and other operating expenses.  The Debtor
indicates that paying those taxes now will avoid substantial
penalties and interest.  

General and cosmetic dental service provider William Thorner,
D.M.D., P.S.C., filed a chapter 11 petition (Bankr. E.D. Ky. Case
No. 15-10332) on Oct. 29, 2015, estimating assets and debts of less
than $1 million, and is represented by Jamie L. Harris, Esq., at
DelCotto Law Group PLLC.  


WME IMG: Moody's Affirms B2 CFR, Outlook Remains Stable
-------------------------------------------------------
Moody's Investors Service affirmed WME IMG, LLC's (WME IMG)
existing B2 corporate family rating following the proposed $250
million add on term loan.  The first lien credit facility was
affirmed at B1 and the second lien term loan was affirmed at Caa1.
The outlook remains stable.

The $250 million add on term loan, in addition to cash from the
balance sheet and recent equity raised is expected to be used to
make acquisitions or investments either inside or outside the
restricted group.  In either scenario the restricted group is
expected to receive a minimum of $25 million in additional annual
EBITDA going forward.  The add-on term loan is expected to be
fungible with the existing first lien term loan.

A summary of Moody's rating actions are:

WME IMG, LLC.

  Corporate Family Rating affirmed B2
  Probability of Default Rating affirmed B2-PD
  $100 million senior secured revolver due 2019 affirmed B1 (LGD3)
  $2.1 billion (pro-forma for the add on) senior secured term loan

   B due 2021 affirmed B1 (LGD3)
  $450 million senior secured second lien term loan due 2022
  affirmed Caa1 (LGD5)
  Outlook is stable

The assigned ratings are subject to review of final documentation
and no material change in the terms and conditions of the
transaction as provided to Moody's.

                         RATINGS RATIONALE

WME IMG LLC's B2 CFR reflects the company's very high leverage of
7.1x as of Q1 2016 pro-forma for the transaction (including Moody's
standard adjustments) which weakly positions the company at the
existing ratings.  An additional concern is the amount of
significant add backs to EBITDA which has been a persistent issue
since the company was rated in the beginning of 2014.  Free cash
flow is negatively impacted by distributions and tax reimbursements
to equity holders which limit the amount available for debt
repayment or cash funded acquisitions.  The company does not own a
significant amount of content or events and a material amount of
the value of the company is determined by contracts and the
intellectual capital of management and its employee base with
limited tangible assets.  In addition, the college division has
underperformed expectations which has weighed on results.  Moody's
anticipate the company will be sensitive to cyclical consumer
advertising spending.  The rating receives support from the size of
the company with global scale and diversified operations in client
representation, event operations, distribution of media,
sponsorship and licensing rights, as well as marketing and other
services.  Recent acquisitions completed in the past year are
expected to be a source of growth and help to enhance and diversify
its service offerings while increasing the amount of owned content
by the company.  WME IMG also benefits from the recent $355 million
of equity raised which is expected to be used to make acquisitions
or investments.  In addition, the company has joint ventures and
equity investments that although not currently material to
earnings, have the potential to be a source of growth or liquidity
if successfully monetized.  Moody's also anticipates WME IMG will
benefit from the increasing value of sports and original content
worldwide as well as from revenue synergies as the organization
utilizes existing relationships within television, film, sports,
music, and advertising to further grow the business.

The stable outlook reflects our expectation that leverage will
decline modestly due to organic EBITDA growth in the low to mid
single digits in addition to growth from acquisitions.  However,
Moody's notes that leverage is very high and that the ratings would
come under negative pressure if leverage was unlikely to decline to
under 7x during the next 12 months.

WME IMG is expected to have adequate liquidity with in excess of
$100 million of cash pro-forma for the transaction and a $100
million revolver which matures in May 2019 and is undrawn as of Q1
2016.  Free cash flow is expected to be modest due to interest
expense, capex, equity distributions, and contingent acquisition
payments.

The revolver is subject to a first lien leverage maintenance
covenant of 5.9x when greater than 30% of the revolver is drawn.
The first and second lien term loans are covenant lite.  The
company also has the ability to issue an incremental facility of
$400 million in addition to the level permitted by a first lien
incurrence ratio of 4.25x.

Given the current high leverage level for the existing rating and
the substantial amount of add backs to EBITDA, a rating upgrade is
not expected in the near term.  Leverage well below 5x on a
sustained basis with good free cash flow, positive organic growth,
and good liquidity could lead to an upgrade.

Leverage levels above 7x due to a decline in EBITDA or debt funded
transaction could lead to a downgrade.  A weak liquidity position
due to negative free cash flow or limited revolver availability
could also lead to negative rating action.

WME IMG, LLC. (WME IMG) is a diversified global company with
operations in client representation, event operations, distribution
of media, sponsorship and licensing rights, as well as marketing
and other services.  William Morris Endeavor Entertainment, LLC.
bought IMG Worldwide Holdings, Inc. (IMG) in May 2014 for
approximately $2.4 billion dollars with equity financing from
Silver Lake Partners in the amount of $461 million. Reported
revenue as of the LTM ending March 31, 2016, is approximately $2.4
billion.

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


[*] Moody's Takes Neg. Rating Actions on 7 Payday and Title Lenders
-------------------------------------------------------------------
Moody's Investors Service has taken negative rating actions on
seven payday and title lenders, following the Consumer Financial
Protection Bureau's (CFPB) announcement of proposed rules on
payday, high-cost installment, and single-payment auto title loans
on June 2, 2016.

The corporate family and long term ratings of these two companies
were downgraded by one notch, with a stable outlook:

   -- Creditcorp's corporate family and senior secured ratings
      were downgraded to Caa1 from B3.  The outlook is stable.

   -- Enova International, Inc.'s corporate family and senior
      unsecured ratings were downgraded to Caa1 from B3.  The
      outlook is stable.

The corporate family and long term ratings of these four companies
were downgraded by one notch, with a negative outlook:

   -- Ace Cash Express, Inc.'s corporate family and senior secured

      ratings were downgraded to Caa1 from B3.  The outlook is
      negative.

   -- Curo Group Holdings Corp's (formerly known as Speedy Group
      Holdings Corp.) corporate family rating was downgraded to
      Caa1 from B3 and the senior unsecured rating was downgraded
      to Caa3 from Caa2.  The senior secured rating of Curo
      Intermediate Holdings Corp. was also downgraded to Caa1 from

      B3.  The outlook is negative.

   -- TMX Finance LLC's B3 corporate family and senior secured
      ratings were downgraded to Caa1 from B3.  The outlook is
      negative.

   -- Community Choice Financial Inc.'s corporate family and
      senior secured ratings were downgraded to Caa2 from Caa1.
      The outlook is negative.

In a related action, Moody's affirmed the Caa1 corporate family and
senior secured ratings of CNG Holdings, Inc.'s and revised the
outlook to negative from stable.

                         RATINGS RATIONALE

The rating actions follow the CFPB's announcement of proposed rules
for payday, high-cost installment, and single-payment auto title
loans on June 2, 2016.  The CFPB's proposed rules are negative for
these companies' credit standing.

In payday lending, these rules will reduce the number of eligible
borrowers, increase payday lenders' revenue reliance on
lower-margin products, and increase their cost of doing business.
Moody's expects further pressure on payday lenders' profitability
from restructuring charges, targeted at improving their cost
structure as they expand their product mix away from high-margin
payday loans.

Title lenders will need to transition business models from
underwriting that is based primarily on collateral value to the
borrower's ability to repay.  The proposed rule change will likely
reduce their origination volume and profitability.

The proposed rules accelerate the companies' transition to
underwriting-based lending for which most lenders' current business
models and also capital structures are not well equipped, due to
their significant amount of debt and lack of tangible equity.
Moody's believes that the required business model changes make
these companies' capital structures unsustainable which, in
conjunction with their upcoming debt maturities, increases the risk
of a distressed exchange, which Moody's equates to default.

Creditcorp: The one-notch downgrade of Creditcorp's corporate
family rating to Caa1, with a stable outlook, reflects a
significant transition risk for the company given its heavy
reliance on payday loans.  The downgrade also reflects a high debt
refinancing risk, with all of the company's senior notes maturing
in July 2018.

The stable outlook is supported by Creditcorp's much stronger
capitalization relative to peers, with tangible equity representing
19% of its tangible assets at March 31, 2016. Creditcorp's tangible
equity provides a buffer for unforeseen operating expenses and
potentially higher-than-expected credit costs as the company
transitions to the underwriting-based lending model.

Enova International, Inc.: The one-notch downgrade of Enova's
corporate family rating to Caa1, with a stable outlook, primarily
reflects its weak capitalization, with a tangible equity deficit
representing 9% of tangible assets at March 31, 2016.  The absence
of tangible equity presents risks as the company is becoming more
reliant on traditional longer-term lending and continuing to expand
its product mix away from short-term payday loans, which are less
capital-intensive.  Also reflected in Enova's current rating of
Caa1 is its weakened profitability, which in Moody's view is
unlikely to cure the equity deficit in the next four quarters.

The stable look on Enova's ratings reflects Moody's view that Enova
is better positioned to withstand the reduced profitability impact
of the new rules than its branch-based peers, given its scalable
online model with a lower fixed cost base, as well as its
relatively low reliance on payday loans.  Also supporting the
stable outlook on Enova's ratings is the absence of debt maturities
until 2021.

Ace Cash Express, Inc.'s ("Ace"): The one-notch downgrade of Ace's
corporate family rating to Caa1, with a negative outlook, primarily
reflects the company's substantial deficit of tangible equity,
representing 75% of tangible assets, which Moody's views as a
significant risk in the company's transition to underwriting-based
business model.  Ace has moderate reliance on payday loans,
indicating a meaningful transition risk.  Ace also has a moderate
debt refinancing risk, with no debt maturities in the next two
years, but all of its senior notes mature in 2019.

Curo Group Holdings Corp's: The one-notch downgrade of Curo's
corporate family rating to Caa1, with a negative outlook, reflects
the company's deficit of tangible equity, representing 30% of
tangible assets, as well as significant refinancing risk, with all
of its debt coming due by the end of 2018.  The negative outlook
also reflects the risk of the company's continuing transition to
underwriting-based lending.

TMX Finance LLC: The one-notch downgrade of TMX's corporate family
and senior secured debt ratings to Caa1, with a negative outlook,
reflects the company's significant transition risk given its focus
on title loans offered as either single-payment or high-cost
installment loans which are included in the scope of the CFPB's
proposal.  TMX will likely need to replace its 30-day single
payment loan originations, which account for approximately 65% of
its originations, with installment loans based on new underwriting
requirements.  In addition, TMX will be faced with state-specific
challenges from the proposed rule.  For example, in Georgia,
Alabama, Tennessee and Mississippi, current laws restrict TMX's
products to 30-day terms despite the fact that the proposed CFPB
rule will likely prevent TMX from originating this product based on
new underwriting requirements.  Georgia and Alabama are TMX's first
and third most significant portfolio concentrations which stood at
26.3% and 9.6% of loan receivables, respectively at year-end 2015.

Also presenting a significant concern is TMX's significant debt
refinancing risk, with all of its secured notes maturing in 2018.

CNG Holdings, Inc.: The affirmation of CNG's Caa1 corporate family
rating, with a negative outlook, reflects its weak profitability,
high leverage, and negative shareholders' equity.  Although CNG is
ahead of many of its peers in reducing its exposure to payday
loans, the shift to the lower-margin lending product, coupled with
higher interest expense from incremental borrowings to support
funding of these loans, has significantly pressured CNG's
profitability.  The negative outlook reflects the risk of the
company's continuing transition to underwriting-based lending.

Community Choice Financial Inc. ("CCFI"): The one-notch downgrade
of CCFI's corporate family rating to Caa2, with a negative outlook,
reflects its weak profitability, high leverage, constrained
liquidity, and still substantial reliance on payday loans, which
presents a significant transition risk.  Over the past few months,
CCFI has repurchased over $160 million of debt, which represented
almost 40% of the original principal amount. Given a substantial
loss the creditors realized on these debt repurchases, which were
executed at an approximately 70% discount, Moody's viewed these
transactions as distressed exchanges and default under its
definitions.

What Could Change the Ratings Up/Down

Creditcorp: The ratings could be upgraded if Creditcorp
demonstrates a successful transition to underwriting-based lending,
as evidenced by solid and stable profitability with minimum amounts
of restructuring and other unforeseen operating expenses, as well
as sufficient liquidity and well-managed asset quality.  For the
ratings to be upgraded, Creditcorp will need to extend its debt
maturity well in advance of the due date and expand its funding
profile.  The ratings could be downgraded if Creditcorp fails to
proactively extend its debt maturity, if Moody's determines that
the risk of a distressed exchange increases, as well as if the
company's liquidity deteriorates, its profitability meaningfully
weakens, and/or leverage increases.

Enova: The ratings could be upgraded if Enova improves its
profitability and reduces its leverage, while maintaining
sufficient liquidity.  For the ratings to be upgraded, Enova will
also need to demonstrate a successful continued transition to
underwriting-based lending, as evidenced by solid and stable
profitability with minimum amounts of restructuring and other
unforeseen operating expenses.  Enova's ratings could be downgraded
if the company's profitability and leverage meaningfully
deteriorate, if its liquidity materially weakens, and if Moody's
determines that the risk of a distressed exchange on its debt
increases.

Ace: Positive rating pressure is unlikely given the negative
outlook.  The outlook could return to stable if Ace demonstrates a
successful transition to underwriting-based lending, as evidenced
by solid and stable profitability with minimum amounts of
restructuring and other unforeseen operating expenses, as well as
sufficient liquidity and well-managed asset quality.  Ace's ratings
could be downgraded if the company's profitability and leverage
meaningfully deteriorate, if its liquidity materially weakens, and
if Moody's determines that the company is unlikely to refinance its
2019 debt maturity in its entirety and that the risk of a
distressed exchange increases.

Curo: Positive rating pressure is unlikely given the negative
outlook.  The outlook could return to stable if Curo extends its
debt maturities well in advance of their due dates and demonstrates
a successful transition to underwriting-based lending, as evidenced
by solid and stable profitability with minimum amounts of
restructuring and other unforeseen operating expenses with
well-managed asset quality and sufficient liquidity. Curo's ratings
could be downgraded if the company fails to extend its debt
maturities well in advance of their due dates in 2017 and 2018, if
Moody's determines that the risk of a distressed exchange
increases, and if the company's profitability and leverage
meaningfully deteriorate, and its liquidity materially weakens.

TMX: Positive rating pressure is unlikely given the negative
outlook.  The outlook could change to stable from negative if TMX
can demonstrate a successful transition to underwriting-based
lending, as evidenced by solid and stable profitability with
minimum amounts of restructuring and other unforeseen operating
expenses, as well as sufficient liquidity and well-managed asset
quality.  TMX would also need to demonstrate a path to refinancing
the 2018 debt maturity.  TMX's ratings could be downgraded if the
company's profitability and leverage meaningfully deteriorate, if
its liquidity materially weakens, and if Moody's determines that
the company is unlikely to refinance its 2018 debt maturity in its
entirety and that the risk of a distressed exchange increases.

CNG: Positive rating pressure is unlikely given the negative
outlook.  The outlook could return to stable if CNG demonstrates a
successful continuing transition to underwriting-based lending, as
evidenced by solid and stable profitability with minimum amounts of
restructuring and other unforeseen operating expenses
profitability, if its cures its equity deficit, and if its
specialty finance business lessens its revenue reliance on Sears
Holdings (Caa1 negative), which currently accounts for more than
50% of its revenue.  Ratings could be downgraded if CNG's financial
performance substantially deteriorates, its liquidity weakens, and
if Moody's determines that the risk of a distressed exchange on the
company's 2020 senior notes increases.

CCFI: Positive rating pressure is unlikely given the negative
outlook.  The outlook could return to stable if CCFI lessens its
significant reliance on payday loans, while demonstrating a
successful transition to underwriting-based lending, as evidenced
by solid and stable profitability with minimum amounts of
restructuring and other unforeseen operating expenses.  Ratings
could be downgraded if CCFI's financial performance and liquidity
continue to deteriorate.  Ratings could be downgraded if Moody's
determines that the risk of additional distressed exchange on the
company's notes increases.

The principal methodology used in these ratings was Finance
Companies published in October 2015.


                            *********

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
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The Sunday TCR delivers securitization rating news from the week
then-ending.

                            *********

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