TCR_Public/160615.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 15, 2016, Vol. 20, No. 167

                            Headlines

2473304 ONTARIO: In CCAA Proceedings, Richter Named as Monitor
40-01 NORTHERN: Wants 90-Day Extension of Plan Filing Period
ABC DISPOSAL: Creditors' Panel Hires Jager Smith P.C. as Counsel
ABENGOA BIOENERGY: Taps Ocean Park Advisors as Investment Banker
ADVANCED ROOFING: Selling Genie Boom Lift to Anthony Marano

AFFINITY HEALTH CARE: PCO Issues Report on Quality of Care
AK STEEL: Moody's Assigns B2 Rating on $380MM Sr. Sec. Notes
ALPHA DINER: Taps Spyro Kekatos & Associates as Accountant
ALTERNATIVES LIVING: Seeks to Hire Gilmore as Auctioneer
AMERICAN EAGLE: Oppositions to Chapter 7 Conversion Filed

ANIMAS WELL SERVICES: Files Ch. 11 Liquidating Plan
ANIXTER INTERNATIONAL: Egan-Jones Cuts FC Sr. Unsec. Rating to BB+
ANTHONY MANNINO: Plan Proposes 2.25% Recovery for Unsecureds
ATK OILFIELD: Receiver Seeks to Sell Assets to Ritchie Bros.
ATO RESTAURANT: Hires Backenroth Frankel & Krinsky as Counsel

ATO RESTAURANT: Hires Reinhardt LLP as Litigation Counsel
AV HOMES: Egan-Jones Cuts FC Sr. Unsec. Debt Rating to CCC+
AXIALL CORP: Moody's Puts 'Ba2' CFR on Review for Upgrade
B&G FOODS: Egan-Jones Cuts FC Sr. Unsec. Rating to BB-
BATS GLOBAL: Moody's Puts 'B1' CFR on Review for Upgrade

BENZIE LEASING: Honor Bank Agrees to 90-Day Cash Collateral Deal
BEUTLER'S LAWN & GARDEN: Selling Flint, MI Property for $157K
BLUE EARTH: Filed Ch. 11 Plan, Got Disclosure Statement Approved
BOMBARDIER RECREATIONAL: Moody's Rates US$700MM Term Loan Ba3
BOWIE RESOURCE: S&P Lowers CCR to 'CCC+' on Limited Liquidity

BREITBURN ENERGY: Egan-Jones Assigns 'D' Sr. Unsec. Debt Rating
BUCKTAIL MEDICAL: PCO Says Bankruptcy Didn't Affect Care
BUDD COMPANY: Retiree Committee Can Execute BCBS, CDS Agreements
BUDD COMPANY: UAW Wants VEBA Established
CENTRAL GARDEN: Egan-Jones Cuts Sr. Unsec. Ratings to B+

CENTURY ALUMINUM: Egan-Jones Lowers FC Sr. Unsec. Rating to B-
CHAPARRAL ENERGY: Ad Hoc Committee Objects to Evercore Fees
CHAPARRAL ENERGY: Sec. 341 Meeting Set on June 17
CHAPARRAL ENERGY: US Trustee Objects to Evergreen Retainers
CHARLES MICHAEL SWAN: July 21 Plan Confirmation Hearing

CHOUDRIES INC: Case Summary & 20 Largest Unsecured Creditors
CITICARE, INC: Patient Care Ombudsman Report Due June 17
COLFAX GROUP: Egan-Jones Cuts FC Sr. Unsec. Rating to BB+
CONSTELLATION ENTERPRISE: Seeks Approval of Bid Procedures
CORE RESOURCE: Voluntary Chapter 11 Case Summary

COTT CORP: Moody's Assigns B3 Rating on New EUR450MM Sr. Bonds
COWAN ROAD: Hyneman Buys Harrison County Property for $1.60M
DJWV1 LLC: Hires Offutt Nord Burchett as Attorneys
DORAL FINANCIAL: $16-Mil. UMB Settlement Approved
DUER WAGNER: Asks Court to Approve Additional Services from PwC

ELKVIEW RECLAMATION: Hires Offutt Nord Burchett as Attorneys
ENERGY XXI: Files Schedules of Assets and Liabilities
FIELDWOOD ENERGY: S&P Lowers CCR to 'SD' on Distressed Exchanges
FIRST QUALITY: S&P Affirms 'BB' CCR, Outlook Negative
FOREST PARK: Withdraws From Sale to Methodist Hospital

FRONTIER SALOON: Taps Eric A. Liepins as Legal Counsel
GENESIS HEALTHCARE: Moody's Affirms Ba2 Rating on $295MM Debt
GENWORTH FINANCIAL: Egan-Jones Cuts Sr. Unsec. Debt Rating to BB-
GLOBAL MINISTRIES: S&P Lowers Rating on 2011A Housing Bonds to 'D'
GOLDEN - 24TH REALTY: Hires Vogel Bach & Horn as Counsel

GONZALEZ GROUP: Comerica Bank Consents to Postpetition Financing
GOOD SHEPHERD: S&P Lowers Underlying Rating on Bonds to 'B-'
GREENHUNTER RESOURCES: Hires Sperry Van Ness as Broker
GRIZZLY CATTLE: Ch.11 Trustee Hires Sender Wasserman as Attorneys
GRIZZLY LAND: Chapter 11 Trustee Taps Moye White as Counsel

GUS HIONAS: Disclosure Statement Hearing Set for July 14
HAL PRESTON WHITNEY: Unsecureds to Recoup 100% Under Plan
HARRINGTON & KING: Hires Beacon's Mitria as Financial Advisor
HARRINGTON & KING: Hires William J Factor as Counsel
HASTINGS ENTERTAINMENT: Files for Bankruptcy, in Search of Buyer

HASTINGS ENTERTAINMENT: Joint Administration of Cases Sought
HASTINGS ENTERTAINMENT: Proposes Rust/Omni as Claims Agent
HASTINGS ENTERTAINMENT: Seeks 30-Day Extension to File Schedules
HASTINGS ENTERTAINMENT: To Continue Closing Sales at 40 Stores
HOSPITAL AUDIENCES: Hires Citrin Cooperman as Accountants

HOSPITAL AUDIENCES: Hires Klestadt Winters as Counsel
INSTITUTE OF CARDIOVASCULAR: U.S. Trustee to Appoint PCO
JACK DEMPSEYS: Unsecured Creditors to Recoup 5% Under Plan
JAMES A. CRIPE: Court Denies Approval of Disclosure Statement
JOHNSON MEMORIAL: PCO Reports No Complaints on Quality of Care

JOSEPH SATIRA: Ch.11 Plan Pays Unsecured Creditors in 5 Years
KAROBO INC: Hires 1st American Realty Group as Realtor
KAROBO INC: Hires Harry J. Lufft as Accountant
KAROBO INC: Hires Peter Petrou as Attorney
KENNAMETAL INC: Egan-Jones Cuts FC Sr. Unsec. Rating to BB+

KEVIN CHRISTOPHER GLEASON: Plan Earmarks $25,000 for Unsecureds
KEVIN SMITH: Plan Pays $266,500 to Unsecured Creditors in 20 Yrs
KID BRANDS: Creditors' Panel Hires Gellert Scali as Counsel
L BRANDS: Moody's Assigns Ba1 Rating on Proposed $700MM Notes
L BRANDS: S&P Assigns 'BB+' Rating on New $700MM Sr. Notes Due 2036

LAQUINTA INN: First Bank Objects to Disclosure Statement
LIFE PARTNERS: Trustee, Panel Object to Vida Plan Outline
LINN ENERGY: Hires AlixPartners as Restructuring Advisor
LINN ENERGY: Seeks Approval of Employee Compensation Programs
LINN ENERGY: Seeks to Hire PwC as Tax Consultant

LITTLE KENTUCKY ELK: Hires Offutt Nord Burchett as Attorneys
LUCKY CATS: Can Finance E&O Insurance Premium with IPFS Corp.
M SPACE HOLDINGS: Seeks to Pay $211K to 9 Non-Insider Employees
MANUFACTURERS ASSOCIATES: Secures Interim Cash Collateral Order
MARIA'S MONT BLANC: Hires Amodeo as Auctioneer

MCK MILLENIUM: Court Signs 2nd Interim Cash Collateral Order
MEDNAX'S INC: Moody's Retains Ba2 Rating on Cardon Acquisition
MEDOMICS LLC: PCO Satisfied; Doesn't See Need for Further Visits
MERRY UNWIN KAASTAD: Disclosure Statement Has Final Approval
MICHAEL A. BOOHER: July 21 Plan Confirmation Pretrial Conference

MOUSSIE PROCESSING: Hires Offutt Nord Burchett as Attorneys
NEWBURY COMMON: 100 Prospect Can Use Cash Collateral Up To Aug. 15
NEWBURY COMMON: 300 Main Street Cash Collateral Use Approved
NEWBURY COMMON: 88 Hamilton Can Use Cash Collateral Until Aug. 15
NEWBURY COMMON: Clocktower Close Allowed to Use Cash Collateral

NEWBURY COMMON: Seeks $20-Mil. DIP Financing From Webster Bank
NORANDA ALUMINUM: Oracle Submits Objection to Downstream Sale
OCONEE REGIONAL: S&P Lowers Rating on 1998 Revenue Debt to 'D'
OUTER HARBOR: Time to Remove Actions Extended to Aug. 1, 2016
PACIFIC SUNWEAR: Objects to Class Claim and Estimation Motions

PALMAZ SCIENTIFIC: Proposes to Sell Assets for At Least $22.6M
PARADIGM EAST: Seeks to Hire Wasserman as Legal Counsel
PARAGON OFFSHORE: Paul Weiss, Young Conaway Represent Noteholders
PATSCO LP: Plan Proposes to Pay Claims in Full from Sale Proceeds
PBF ENERGY: Egan-Jones Cuts Sr. Unsecured Ratings to BB-

PEAK WEB: Case Summary & 20 Largest Unsecured Creditors
PENNGOOD LLC: Taps Katrina Vaughan as Accountant
POLLYANNA PROPERTIES: Hires Simon Hayes Resnik as General Counsel
PREFERRED CONCRETE: Cuts Cash Collateral Deal with IRS
PREMIER EXHIBITIONS: Files Voluntary Ch.11 Bankruptcy Petition

PVH CORP: Moody's Assigns Ba2 Rating on New EUR350MM Sr. Notes
QEP RESOURCES: Egan-Jones Cuts FC Sr. Unsec. Rating to B
QUIRKY INC: Seeks Approval of Global Settlement with GE
REYNOLDS GROUP: Moody's Assigns B1 Rating on Proposed Notes
ROADRUNNER ENTERPRISES: Selling Chesterfield Property for $61.6K

ROADRUNNER ENTERPRISES: Selling Colonial Heights Property
ROMA'S STEAK: Hires Stan Hartdegen as Accountant
ROSA LEDEZMA: Aug. 23 Plan and Disclosure Statement Hearing
RYCKMAN CREEK: Time to Remove Actions Extended to Aug. 30
S-3 PUMP: Selling 54 Pick-Up Trucks to Landers and Barker

S. HEMENWAY: Court Doesn't Find Need for Patient Care Ombudsman
SABBATICAL INC: Hires Offutt Nord Burchett as Attorneys
SALTY DOG: Taps Sencer to Appraise FF&E
SANDRIDGE ENERGY: Egan-Jones Lowers FC Sr. Unsecured Rating to D
SANITAS PARTNERS: Involuntary Chapter 11 Case Summary

SARATOGA RESOURCES: Files Plan of Reorganization
SAVANNA ENERGY: S&P Revises Outlook to Neg. & Affirms 'B+' CCR
SCA L.P.: Voluntary Chapter 11 Case Summary
SCRANTON RDA: S&P Assigns 'BB' Rating on 2016 Lease Revenue Bonds
SKAGIT GARDENS: Early Morning Biz. as Going Concern for $6.70M

SKAGIT GARDENS: Taps Bush Kornfeld as Legal Counsel
SKAGIT GARDENS: Taps Mundt MacGregor as Special Counsel
SMF ENERGY: Hires Berger Singerman as Litigation Consultant
SOUTHERN COPPER: Egan-Jones Cuts FC Sr. Unsec. Rating to BB+
SOUTHGATE MALL: Taps Craig Atkinson to Manage Mall

ST. JAMES NURSING: PCO Says Quality of Care Maintained
ST. JUDE NURSING CENTER: PCO Says Quality of Care Continues
STAMPEDE FOREST: Plan Promises 30% Dividend to Unsecured Creditors
STAR COMPUTER GROUP: $6.5-Mil. Property Sale to Viro Approved
STAR COMPUTER GROUP: BVDCC Objects to Order of Claims Payment

STAR COMPUTER: Creditors Say BankUnited Has No Lien on D&O Claims
STAR COMPUTER: Creditors Want Authority to Sue BankUnited
STINSON TROUTMAN: July 13 Plan Confirmation Hearing
SUNEDISON INC: Deadline to File Schedules Moved to July 20
SUNEDISON INC: Drops Bid to Appoint Chapter 11 Examiner

SUNEDISON, INC: $22.5-Mil. Sunflower Project Sale Approved
SUNEDISON, INC: Debtors, UCC Say Equity Committee Not Necessary
SUNOR ENERGY: Egan-Jones Cuts FC Sr. Unsec. Rating to BB
SUNPOWER CORP: Egan-Jones Cuts Sr. Unsecured Ratings to B From B+
SYBIL EUROPE: Golenbock Gets Affirmance in Gissin v. Freedman Case

TEXAS PELLETS: Files Schedules of Assets and Liabilities
THREE ANGELS: Taps Arlene Gordon-Oliver as Legal Counsel
TODD BRASSNER: July 21 Plan Confirmation Hearing
TREVER LEONARD SIU: August 16 Plan Confirmation Hearing
TWENTYEIGHTY INC: S&P Cuts CCR to CC on Potential Restructuring

TWIN RINKS: The Gulls Wants Sale Order Compliance
UCI INTERNATIONAL: Hires Garden City as Claims & Noticing Agent
ULTRA PETROLEUM: Asks Court to OK Senior Executives Incentives
ULTRA PETROLEUM: Bondholders Wary of Intercompany Transfers
UNCLE MUNCHIES: Taps Spence Law Office as Legal Counsel

US FOODS: Moody's Raises CFR to B1, Outlook Stable
US FOODS: S&P Assigns 'B' Rating on Proposed $500MM Sr. Notes
VANGUARD HEALTHCARE: To Continue Discount and Refund Programs
VANGUARD HEALTHCARE: US Trustee Appoints Laura Brown as PCO
VEGAS MANAGEMENT: LV Liquor Wants Cash Collateral Use to Stop

VERSO CORPORATION: Wants New IPFS Premium Financing Agreement
VERTELLUS SPECIALTIES: Valencia Has $453M Credit Bid for Assets
VESTIS RETAIL: Hearing on Sale to Versa Unit on June 20
VIAVI SOLUTIONS: Egan-Jones Cuts FC Sr. Unsec. Rating to B+
VIKING CONSTRUCTORS: Taps David Plemons as Accountant, Bookkeeper

VILLAGE INN: Amtal Buying Whittier, CA Property for $975K
W&T OFFSHORE: S&P Lowers CCR to 'CC' on Proposed Exchange Offer
WAJAX CORP: S&P Revises Outlook to Negative on Weak End Markets
WALTER INVESTMENT: S&P Revises Outlook to Neg. & Affirms 'B+' ICR
WASH TECHNOLOGIES: Seeks to Pay $487K to Suspend Pappas Judgment

WEIGHT WATCHERS: Egan-Jones Cuts Sr. Unsecured Rating to B-
WELLS TRANSPORT: Case Summary & 18 Largest Unsecured Creditors
WEST CABINET: Court Approves Adequate Protection Deal for IRS
WESTLAKE CHEMICAL: S&P Puts 'BB-' CCR on CreditWatch Positive
WHITING PETROLEUM: Egan-Jones Lowers Sr. Unsecured Rating to CCC

WILFREDO CHINEA OLIVERAS: Antunez May Obtain Copy of Plan Docs
WOO LI INC: Taps S Accounting & Tax as Accountant
WTB 5 ENTERPRISES: Taps Art Klock as Real Estate Agent

                            *********

2473304 ONTARIO: In CCAA Proceedings, Richter Named as Monitor
--------------------------------------------------------------
The Ontario Superior Court of Justice issued an initial order under
the Companies' Creditors Arrangement Act in respect of 2473304
Ontario Inc. in the proceeding bearing court file no.
CV-16-114-19-00CL, declaring it as company to which the CCAA
applies.

Richter Advisory Group Inc. has been appointed monitor in the CCAA
proceeding.  Information regarding the petitioner may be obtained
from:

   Andrew Adessky, CPA, CA
   CIRP of Richter
   Tel: 514.934.3513
   Email: aadesky@richter.ca

   or

   Gilles Benchaya, CPA, CA
   CIRP
   Tel: 514.934.3496
   Email: gbenchaya@richter.ca

   or

Information can also be obtained from the firm's internet website
at
http://www.richter.ca/en/folder/insolvency-cases/0-9/2473304-ontario-inc.

The firm can be reached at:

   Richter Advisory Group Inc.
   1981 McGill College
   Montreal, Quebec H3A 0G6
   Tel: 514.908.3796/1.866.585.9751
   Fax: 514.908.3797/1/866.773.2196


40-01 NORTHERN: Wants 90-Day Extension of Plan Filing Period
------------------------------------------------------------
40-01 Northern Boulevard Corp., dba Tequila Sunrise, aka Tequila
Sunrise II, asks the U.S. Bankruptcy Court for the Eastern District
of New York to extend by 90 days its exclusive period to file a
plan of reorganization.

The exclusive time within which the Debtor may file a plan of
reorganization is scheduled to expire on July 12, 2016.

Over the past several months, Fernando Gonzalez has had numerous
discussions with potential investors regarding a sale of a portion
of his equity interest in the Debtor.  This is significant because
the proceeds of the sale would be used to fund a plan of
reorganization.  These discussions are ongoing and the Debtor is
cautiously optimistic that an equity transaction can be
accomplished.

Simultaneously with the equity sale discussions, Mr. Gonzalez is
speaking with potential lenders for a personal loan.  The loan
proceeds would be contributed to the Debtor to fund a plan.  Mr.
Gonzalez is also considering liquidating other personal assets to
contribute to the plan funding.  Although the Debtor has been
facing these hurdles, Mr. Gonzalez is confident from his
conversations with the potential investors and lenders that it will
be able to file and confirm a feasible plan of reorganization.

The Debtor's plan prospects are in large part tied to its ability
to assume the lease for the restaurant premises.  On May 12, 2016,
the Court entered an order extending the Debtor's time to assume or
reject that lease for an additional 90 days, to and including Aug.
11, 2016.  The proceeds needed to cure the pre-petition defaults in
connection with the Debtor's assumption of the lease would need to
come from the proceeds of Mr. Gonzalez's equity sale or a loan to
Mr. Gonzalez.  Inasmuch as those discussions are continuing, the
Debtor is unable, at this point, to commit a plan of
reorganization.

The Debtor needs time to analyze its operations and prepare
financial statements, object to claims (the bar date was May 31,
2016) and negotiate with creditors regarding the treatment of their
claims.

The Debtor submits that it would be prejudicial and detrimental to
the Debtor, its creditors, the estate and the public at large if
the Debtor was not given additional time to complete its business
plan, analysis, review and negotiations with the Debtor's
creditors, all of which are absolutely essential to the successful
outcome of this small business case.

The Debtor has been complying with its post-petition obligations,
performing its operations, and administering its case in good
faith, and therefore extensions of time should be reasonably
granted.

The Debtor is represented by:

      Scott A. Steinberg, Esq.
      Law Office of Scott A. Steinberg
      167 Willis Avenue, Suite 1
      Mineola, New York 11501
      Tel: (516) 739-9600
      E-mail: ssteinberg@saslawfirm.net

40-01 Northern Blvd. Corp. dba Tequila Sunrise II is a successful
Mexican restaurant located in Long Island City, New York, with a
property address of 40-01 Northern Boulevard, Long Island City, New
York 11101.  The restaurant has been in its present location for 28
years and is part and parcel of the revitalization of this section
of Long Island City.  The Debtor has annual gross sales of
approximately $1.1 million and is usually sold out on most
weekends.  The principal sole shareholder is Fernando Gonzalez.
The restaurant employees 10 people in addition to Mr. Gonzalez.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 16-40159) on Jan. 14, 2016.  Scott A Steinberg,
Esq., at the Law Office of Scott A. Steinberg.


ABC DISPOSAL: Creditors' Panel Hires Jager Smith P.C. as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of ABC Disposal
Service, Inc., et al., seeks authorization from the U.S. Bankruptcy
Court for the District of Massachusetts to employ Jager Smith P.C.
as counsel.

The Committee requires Jager Smith to:

     a. advise and represent the Committee with respect to
proposals and pleadings, submitted by the Debtors and others to the
Court, including, among others, those concerning the use of cash
collateral and/or debtor-in-possession financing, relief from the
automatic stay, and valuation of estate property;

     b. advise and represent the Committee with respect to any
proposed plan or plans of reorganization, proposed substantive
consolidations, and/or any proposed sales, leases, or use of state
property;

     c. attend hearings, draft pleadings and generally advocate
positions that further the interest of creditors represented by the
Committee;

     d. conduct an examination of the Debtor’s affairs and a
review of their operations;

     e. advise the Committee as to the progress of these cases; and


     f. perform other professional services as are in the best
interests of creditors and the estates consistent with the express
and implied authority of Bankruptcy Code.

Jager Smith will be paid at these hourly rates:

      Michael J. Fencer                      $500
      Jonathan M. Horne                      $400
      Attorneys                              $425
      Paralegal                              $150

Jager Smith has agreed it will not bill the Committee in any given
month more than the sum of $25,000.

Jagger Smith will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Michael J. Fencer, partner in the law firm of Jager Smith P.C.,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

Jager Smith can be reached at:

       Michael J. Fencer
       Jager Smith P.C.
       One Financial Centre
       Boston, Massachusetts 02111
       Tel: 617-951-0500
       Fax: 617-951-2414
       E-mail: mfencer@jagersmith.com

                   About ABC Disposal

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

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

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

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

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

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

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

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

The Official Committee of Unsecured Creditors tapped Jager Smith
P.C. as counsel.


ABENGOA BIOENERGY: Taps Ocean Park Advisors as Investment Banker
----------------------------------------------------------------
Abengoa Bioenergy Biomass of Kansas, LLC seeks approval from the
U.S. Bankruptcy Court for the District of Kansas to hire Ocean Park
Advisors, LLC as its investment banker.

The Debtor tapped the firm to provide these investment banking
services:

     (a) developing a list of targeted buyers and other third
         parties for the sale of the Debtor's cellulosic biomass
         production assets located in Hugoton, Kansas, as well as
         the related intellectual property assets;

     (b) preparing marketing materials;

     (c) conducting a sale process or multiple sale processes for
         the plant and related IP;
   
     (d) managing the due diligence process;

     (e) contacting targeted buyers and other third parties third
         parties to solicit interest level and market feedback;
    
     (f) analyzing and proposing transaction structures;

     (g) negotiating term sheets and final transaction;

     (h) preparing for and providing updates on calls or meetings
         during the engagement;

     (i) obtaining debtor-in-possession and other financing as
         requested by the Debtor; and

     (j) providing testimony in support of the Debtor’s chapter
11
         case, if requested.

The Debtor will pay Ocean Park Advisors under this fee structure:

     (a) A monthly fee of $60,000, which will be paid in cash and
         earned in full.

     (b) Upon the completion of each transaction, Ocean Park
         Advisors will receive a transaction fee equal to a
         percentage of the value of such transaction, which will
         be paid in cash and earned in full according to the table

         below:

         Transaction Value           Transaction Fee
         -----------------           ---------------   
         Up to $75 million           $500,000

         Greater than $75 million    $625,000 plus 1% of the
         and up to $150 million      incremental transaction value

         Greater than $150 million   $1,375,000 plus 1.5% of the
         and up to $200 million      incremental transaction value

         Greater than $200 million   $2,125,000 plus 2% of the
         and up to $300 million      incremental transaction value

         Greater than $300 million   $4,125,000 plus 2.5% of the
                                     incremental transaction value

         To the extent that a subset of the assets is sold
         separately to a different buyer independent from the
         primary cellulosic biomass plant and related IP assets,
         the minimum transaction fee payable to Ocean Park
         Advisors for each sub-transaction will be $150,000.

     (c) If the Debtor closes on one or more new debt or
         equity capital transaction, including debtor-in-
         possession financing, it will pay Ocean Park Advisors a
         new capital fee, which will be in paid in cash and earned

         in full, according to this schedule:

         (i) Debt Capital. Upon the first closing of a debt
             capital facility or transaction, the Debtor will pay

             Ocean Park Advisors a new capital fee in cash equal
             to 1% of the gross proceeds it receives.

        (ii) Equity Capital. Upon the first closing of an equity
             capital raise or transaction, the Debtor will pay
             Ocean Park Advisors a new capital fee in cash equal
             to 5% of the gross proceeds it receives.

             In any event, the minimum new capital fee payable to
             Ocean Park Advisors for each completed equity capital

             raise will not be less than $250,000.

     (d) If the Debtor completes a restructuring, it will pay
         Ocean Park Advisors a $500,000 fee, which will be paid in

         cash and earned in full and due upon the completion of
         the restructuring.

         In the event that a sale transaction occurs in
         conjunction with a restructuring, Ocean Park Advisors
         will be entitled to receive the greater of (i) the
         transaction fee or (ii) the restructuring fee.

         The Debtor will not be obligated to pay a restructuring
         fee in the event of a confirmation of a plan of
         liquidation.

Aside from the Ocean Park Advisors' professional fees, the Debtor
has also agreed to reimburse the firm for work-related expenses and
to certain indemnification, according to court filings.

Bruce Comer, a managing director of Ocean Park Advisors, disclosed
in a declaration that the firm is a "disinterested person" as
defined in section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Bruce Comer
     Ocean Park Advisors, LLC
     5200 W. Century Blvd., Suite 420
     Los Angeles, CA 90045
     Tel: (310) 670-2093
     Fax: (310) 670-4107

                    About Abengoa Bioenergy

Abengoa Bioenergy Biomass of Kansas, LLC, is a bioenergy company
whose operations and primary asset include a commercial-scale
industrial plant in Hugoton, Kansas, dedicated to the research and
development of converting non-food based cellulosic biomass matter
into ethanol.  The Debtor is directly owned by Abengoa Bioenergy
Hybrid of Kansas, LLC and is an indirect subsidiary of Abengoa,
S.A., an engineering and clean technology company founded in Spain
in 1941.

Creditor groups filed involuntary chapter 7 petitions against
Abengoa in the District of Nebraska on Feb. 1, 2016, and the
District of Kansas on Mar. 23, 2016.  On Feb. 24, 2016, filed
voluntary chapter 11 cases (Bankr. E.D. Mo. Case No. 16-10446) into
which the involuntary proceedings were rolled.  

The Maple Debtors are represented by a team of lawyers at DLA Piper
LLP (US) led by Richard A. Chesley, Esq.  Prime Clerk serves as the
Debtors' claims agent.


ADVANCED ROOFING: Selling Genie Boom Lift to Anthony Marano
-----------------------------------------------------------
Advanced Roofing & Woodworking, Inc., by its attorneys, asks the
U.S. Bankruptcy Court for the Northern District of Illinois to
approve the sale of its Genie Boom Lift to Anthony Marano Co. for
$3,000.

The Debtor had not used the Genie Boom Lift for approximately 8
months prior to filing Chapter 11 bankruptcy.  It does not need the
Genie Boom Lift to conduct business.

Advanced estimates the cost to repair the equipment (engine repair
and new tires) would exceed $5,000 and the cost to transport it
would be approximately $750.  The company does not want to incur
the expenses to repair it, the cost of its transport to its West
Chicago location, and to pay for its storage fees.

Anthony Marano Co. offered to purchase it and has agreed to waive
any and all storage fees.  The buyer agrees to the assume payment
of the prepetition liability of Advanced to Joseph Zanko in the
amount of $5,462.

Joseph Zanko consents to the assignment of $5,462 to Marano Co. and
Marano Co.'s agreement to assume payment of this debt and
stipulates to the disallowance of his claim of $5,462 against
Advanced.

The attorney for Union National Bank, a secured creditor having a
valid and perfected blanket lien upon the property of Advanced, has
advised it does not object to the sale of the equipment on the
condition that the buyer pay the $3,000 directly to the bank.

Advanced Roofing & Woodworking is represented by:

         Teresa L. Einarson
         George A. Thomas
         THOMAS $ EINARSON, LTD.
         1200 Roosevelt Road, Suite 150
         Glen Ellyn, IL 60137
         Telephone: (630) 562-2280

               About Advanced Roofing & Woodworking

Advanced Roofing & Woodworking, Inc., sought Chapter 11 protection
(Bankr. N.D. Ill. Case No. 15-27325) on Aug. 10, 2015, in Chicago.
The case is assigned to Judge Jack B. Schmetterer.  The Debtor is
represented by Teresa L. Einarson, Esq. at Thomas & Einarson LTD.
The Debtor estimated $500,000 to $1 million in assets and $1
million to $10 million in debt.  The petition was signed by Charles
Hankins, president.


AFFINITY HEALTH CARE: PCO Issues Report on Quality of Care
----------------------------------------------------------
Nancy Shaffer, the Connecticut State Long-Term Care Ombudsman, who
has been appointed Patient Care Ombudsman for Affinity Healthcare
Management, Inc., has issued a report regarding the quality of care
provided to residents.

The Patient Care Ombudsman along with the Long-Term Care Ombudsman
Program (LTCOP) continues to monitor quality of life and care on
behalf of residents of the Debtors' facilities as follows: (i)
Health Care Investors, Inc. d/b/a Alexandria Manor in Bloomfield,
Connecticut; (ii) Health Care Alliance, Inc. d/b/a Blair Manor in
Enfield, Connecticut; (iii) Cheshire, Conn.-based Affinity Health
Care Assurance, LLC d/b/a/ Douglas Manor in Windham, Connecticut;
and (iv) Health Care Reliance, LLC d/b/a Ellis Manor in Hartford,
Connecticut.

The Bankruptcy Court granted the owners of Alexandria Manor their
request to cease operations upon receipt of the Department of
Public Health's approval of the home's Closure Plan.  The wind down
process is now active.  The current census is 42 residents, down
from 75 in March.  To date 29 residents have transferred to other
skilled nursing facilities, one has transferred to the community
through the Money Follows the Person Program (MFP) and three
individuals are pending MFP transfers to the community.  Six
residents have gone home and four residents expired.  The Ombudsman
is actively monitoring the transfer plans for all of the residents.
Upon transfer, the Ombudsman Program follows up with each resident
to ensure a smooth transition and monitor that the residents have
not experienced any adverse outcomes from the transfers.  The
Ombudsman ensures that there has been ample opportunity for
informed decision-making.  The Ombudsman has also attended to
practical matters such as ensuring that personal items are
inventoried and any durable medical equipment accompanies the
resident to their new home and that transportation is provided per
the resident's needs and plan of care.

Staffing levels remain the same at the home during the wind-down
process.  And there have not been any changes in administrative
staff.

Blair Manor's census has remained stable in recent months.
Staffing levels remain above state standards.  The Director of
Nursing resigned her position and the Assistant Director of Nursing
is assigned her duties while pending a new hire.  The Department of
Public Health conducted its annual licensure and certification
survey, official results are pending, but the exit survey did not
indicate any major findings related to care and services for the
residents, The Ombudsman Program has not received any complaints
about care and services at this home during the past 60 days.

Douglas Manor has had a relatively stable census over the course of
the bankruptcy reorganization: there were 76 residents at the onset
of the bankruptcy and currently there are seventy-four residents
and one resident in the hospital.  There have not been any
administrative changes or vacancies and the staffing has remained
the same and there are no vacancies in that area either.  Vendors
and supplies have continued without change.

The census at Ellis Manor remains stable over recent months. The
Ombudsman Program did receive a complaint regarding the closing of
one of the Ellis Manor wings in order to consolidate residents.
This consolidation reduced staffing by one nurse position.
Transferring a resident to another room in order to close a unit is
not a permissible reason for a move without the consent of the
resident per Connecticut General Statute 19a-550 (c).  The resident
reported not having the opportunity for a consultative process and
was unhappy with the relocation to another wing.

Affinity Health Care Management, Inc., Health Care Investors, Inc.
d/b/a Alexandria Manor, Health Care Alliance, Inc. d/b/a Blair
Manor, Health Care Assurance, L.L.C. d/b/a Douglas Manor and Health
Care Reliance, L.L.C. d/b/a Ellis Manor, are a nursing home
management company.  They filed for Chapter 11 bankruptcy
protection (Bankr. D. Conn. Case Nos. 16-30043 to 16-30047) on
January 13, 2016.  Hon. Julie A. Manning presides over the cases.
Elizabeth J. Austin, Esq., Irve J. Goldman, Esq. and Jessica
Grossarth, Esq., at Pullman & Comley, LLC, serve as counsel to the
Debtors.

In its petition, Affinity Health Care Management estimated $50,000
to $100,000 in assets and $500,000 to $1 million in liabilities.
The Debtors noted in a court filing that their total secured and
unsecured debt exceeding $16 million.

The Debtors' petitions were signed by Benjamin Fischman,
president.

A committee of unsecured creditors has been appointed and Neubert
Pepe & Monteith, P.C. has been retained as their counsel.


AK STEEL: Moody's Assigns B2 Rating on $380MM Sr. Sec. Notes
------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to AK Steel
Corporations $380 million senior secured guaranteed notes due 2023.
The senior secured notes are being issued under an existing shelf
registration.  All other ratings, including the B3 corporate family
rating (CFR), B3-PD probability of default rating and SGL-3
speculative grade liquidity rating remain unchanged.  The outlook
is negative.

Assignments:

Issuer: AK Steel Corporation

  Gtd Senior Secured Regular Bond/Debenture, Assigned B2 (LGD3)

Net proceeds from the proposed issue will be used to finance the
cash tender offer for the $380 million 8.750% senior secured notes
due 2018.  The B2 rating on the existing 8.750% senior secured
notes will be withdrawn upon repayment.

                        RATINGS RATIONALE

AK Steel's B3 CFR reflects Moody's expectation that the company's
performance will benefit from a slowly improving cost profile,
improved operating efficiencies and its focus on value added
products.  The rating also incorporates our expectation that
earnings improvement will be muted in 2016 as various customer
contracts renewed in 2015 were done at a time of lower prices and
the recent price uptick will not be captured.

Although the company's metrics remain weak for the rating,
improving trends are evident with leverage, as measured by the
debt/EBITDA ratio improving to 6.8x for the twelve months ended
March 31, 2016 from 7.4x in 2015.  As the company continues to
de-emphasize the more commodity type sales into the spot market,
and maintain a strict focus on costs, margins and performance
should improve.  For the quarter ended March 31, 2016, coated
products represented 50% of shipments (46% for the June 30, 2015
quarter) while hot-rolled had reduced to 13% from 20% in the June
30, 2015 quarter.  Value added products comprised roughly 84% of
shipments in the quarter ended March 31, 2016, versus 77.9% for the
comparable 2015 quarter.

The B3 CFR considers AK Steel's position as a mid-tier steel
producer with a diversified customer base and strong position as a
supplier to the automotive industry on a diversified basis.  The
rating also recognizes the company's ability to maintain an
adequate liquidity profile even during a challenged steel
environment.

The negative outlook reflects the challenges facing AK Steel as
steel industry conditions remain difficult and industry capacity
utilization levels have only recently evidenced year-on-year
improvement.  The outlook captures the potential for industry
conditions to weaken from current levels in the second half of 2016
and expected performance improvements not be achieved.

The B2 rating under Moody's loss given default methodology on the
company's senior secured notes (secured by plant, property and
equipment) reflects the instruments priority position in the
capital structure relative to a considerable amount of unsecured
liabilities below it.

The rating could be downgraded should the company's liquidity
position deteriorate materially due to weak operating performance
and cash burn and improving trends in the EBIT margin,
EBIT/interest ratio and debt/EBITDA ratio to at least 3%, 1.5x and
5.5x respectively not be evidenced.  Given the company's weak
metrics and anticipated slow improvement trends expected, an
upgrade is unlikely although the outlook could be stabilized should
current favorable trends continue.

The principal methodology used in this rating was Global Steel
Industry published in Ocotber 2012.

Headquartered in West Chester, Ohio, AK Steel Corporation (AK
Steel) ranks as a middle tier integrated steel producer in the
United States, operating steelmaking and finishing plants in
Indiana, Kentucky, Ohio, Michigan and Pennsylvania.  The company
produces flat-rolled carbon steels, including coated, cold-rolled
and hot-rolled products, as well as specialty stainless and
electrical steels.  Principal end markets include automotive, steel
service centers, appliance, industrial machinery, infrastructure,
construction and distributors and converters. Through its AK Coal
Resources Inc. subsidiary, the company has interests in
metallurgical coal production.  Revenues for the twelve months
ending March 31, 2016, were approximately
$6.5 billion.


ALPHA DINER: Taps Spyro Kekatos & Associates as Accountant
----------------------------------------------------------
Alpha Diner Corp. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to hire Spyro Kekatos & Associates
as its accountant.

The Debtor tapped the firm to:

     (a) prepare and review monthly operating statements and other

         reports required by the court or the Office of the U.S.
         Trustee;

     (b) prepare or review financial projections and cash flow
         statements;

     (c) render assistance as may be necessary in the  
         Debtor's Chapter 11 proceeding and other actions related
         thereto, including those related to any plan of
         reorganization or sale of assets; and

     (d) compile financial statements if necessary.

The hourly billing rate customarily charged by Spyro Kekatos &
Associates for its services are:

     Partner             $300
     Manager             $250
     Senior Staff        $150
     Staff               $125
     Accountant          $100
     Junior Accountant    $75
     Bookkeeper           $50

The firm will also seek reimbursement for work-related expenses.

Spyro Kekatos, the firm's owner, disclosed in a court filing that
the firm is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code.

The firm can be reached through:

     Spyro Kekatos & Associates
     22-76 Steinway Street
     Astoria, NY, 11105
     Tel: 718-721-7111
     Fax:718-721-5988
     Email: spyrok@kekatosassociates.com

The Debtor can be reached through its counsel:

     Lawrence F. Morrison, Esq.     
     Morrison Tenenbaum, PLLC
     87 Walker Street, Floor 2
     New York, New York 10013
     Email: lmorrison@m-t-law.com

                        About Alpha Diner

Alpha Diner Corp. operates a restaurant in Queens, New York.  Alpha
Diner Corp. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 16-40648) on February 19, 2016.  The
Debtor is represented by Lawrence Morrison, Esq., at Morrison
Tenenbaum, PLLC.


ALTERNATIVES LIVING: Seeks to Hire Gilmore as Auctioneer
--------------------------------------------------------
Alternatives Living, Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Louisiana to hire Gilmore Auction
& Realty Co.  

The Debtor tapped the firm to auction its real property located at
303 Morrison Rd., New Orleans, Louisiana.

Gilmore will sell the property at public auction.  The firm willbe
paid a commission equal to 10% of the final bid on the property.
Its fee will be paid by the buyer on the high bid and included in
the total contract price.  

David Gilmore, senior advisor and managing partner at Gilmore,
disclosed in a court filing that the firm does not hold or
represent any interest adverse to the Debtor or its estate.

The firm can be reached through:

     David E. Gilmore
     Gilmore Auction & Realty Co.
     3316 Florida Ave., Suite 201
     Kenner, Louisiana 70065
     Phone: (504) 468-6800
     Fax: (504) 468-6811

The Debtor can be reached through its counsel:

     Leo D. Congent
     424 Gravier Street
     New Orleans, LA 70130
     Tel: 504-522-4848
     Fax: 504-581-4962
     Email: leo@congenilawfirm.com

                    About Alternatives Living

Alternatives Living, Inc., based in New Orleans, Louisiana, filed
for Chapter 11 bankruptcy (Bankr. E.D. La. Case No. 15-12308) on
Sept. 9, 2015.  Hon. Elizabeth W. Magner presides over the case.
Leo D. Congeni, Esq., at CONGENI LAW FIRM, LLC, serves as the
Debtor's counsel.

ALI estimated assets of $500,000 to $1 million; and liabilities of
$1 million to $10 million.  The petition was signed by Rickey
Roberson, chief financial officer.


AMERICAN EAGLE: Oppositions to Chapter 7 Conversion Filed
---------------------------------------------------------
Debtors American Eagle Energy Corporation and AMZG, Inc. and
Bennett Management Corporation, et al. ("Ad Hoc Noteholders'
Group") submitted to the U.S. Bankruptcy Court for the District of
Colorado, their respective objections to the motions of the
Official Committee of Unsecured Creditors ("Official Creditors")
and the U.S. Trustee, seeking to convert the Chapter 11 cases to
Chapter 7.

"The Committee's Conversion Motion must be denied because no cause
exists to covert the Debtors' chapter 11 cases to cases under
chapter 7 of the Bankruptcy Code.  Moreover, conversion of these
cases would not be in the best interests of the Debtors' estates or
their creditors.  Doing so will delay the administration of the
Debtors' estates, including the prosecution of chapter 5 causes of
action - - the only assets available to fund recoveries for all
unsecured creditors, including the Noteholders' Trustee, who holds
an unsecured Deficiency Claim on account of the Senior Secured
Notes of approximately $140,000,000. Contrary to the allegations in
the Conversion Motion, keeping these cases in chapter 11 will not
diminish potential recoveries for unsecured creditors in any way
because the Debtors' chapter 11 cases are being funded solely
through cash collateral that secures the Senior Secured Notes. For
these reasons... the Conversion Motion should be denied," the Ad
Hoc Noteholders' Group avers.

The Ad Hoc Noteholders' Group tells the Court that the United
States Trustee must demonstrate by a preponderance of evidence that
cause exists to covert the cases to chapter 7.  

"The UST argues that cause exists to convert these cases primarily
because the Debtors' estates continue to accrue “substantial
administrative expenses"... administrative expenses have been, and
will continue to be, minimized and, more importantly, are being
funded entirely by cash collateral that secures the Senior Secured
Notes.  Accordingly, potential recoveries of unsecured creditors
are in no way being diminished by keeping these cases in chapter
11," the Ad Hoc Noteholders' Group contends.

The Debtors contend that the Official Committee and the U.S.
Trustee filed the Motions to Convert relying largely on technical
disclosure statement and confirmation objections as alleged bases
to convert the cases.  The Debtors admit that some of the
objections were valid -- such as the need to allocate expenses to
the liquidating trust.  The Debtors further contend that the
Debtors resolved that concern – and the vast majority of other
concerns raised in the Motions to Convert – by filing an amended
plan and amended disclosure statement.  The Debtors assert that any
remaining objections to the Amended Plan and Disclosure Statement
should be addressed in connection with approval of the disclosure
statement or confirmation of the plan.

"After eliminating the (largely resolved) plan and disclosure
statement related objections from the Motions to Convert, the
Debtors assert that the limited remaining objections fall far short
of establishing cause to dismiss or convert these Chapter 11 cases,
especially when considering the that Debtors are conducting an
orderly wind-down of their affairs, and have filed a confirmable
plan of liquidation," the Debtors aver.

U.S. Bank National Association, in its capacity as trustee and
collateral agent for the 11.0% Senior Secured Notes due 2019,
joined in on the Debtors and Ad Hoc Noteholders' Group's oppostion
to the Convertion Motions. U.S. Bank argues that no cause exists to
convert the Bankruptcy Cases to chapter 7 and that conversion would
not be in the best interests of the Debtors' estates or their
creditors.

Bennett Management Corporation, et al., are represented by:

          James T. Markus, Esq.
          John F. Young, Esq.
          MARKUS WILLIAMS YOUNG & ZIMMERMANN LLC
          1700 Lincoln Street, Suite 4550
          Denver, CO 80203
          Telephone: (303)830-0800
          Facsimile: (303)830-0809
          E-mail: jyoung@markuswilliams.com
                  jmarkus@markuswilliams.com

                  - and -

          Paul N. Silverstein, Esq.
          ANDREWS KURTH LLP
          450 Lexington Avenue
          New York, NY 10017
          Telephone: (212)850-2800
          Facsimile: (212)850-2929
          E-mail: paulsilverstein@andrewskurth.com

                  - and -

          Timothy A. Davidson II
          ANDREWS KURTH LLP
          600 Travis, Suite 4200
          Houston, TX 77002
          Telephone: (713)220-4200
          Facsimile: (713)220-4285
          E-mail: Tdavidson@andrewskurth.com

American Eagle Energy Corporation and AMZG. Inc. are represented
by:

          Elizabeth A. Green, Esq.
          Jimmy D. Parrish, Esq.
          Lars Fueller, Esq.
          BAKER & HOSTETLER LLP
          200 South Orange Avenue
          SunTrust Center Suite 2300
          Orlando, FL 32801-3432
          Telephone: (407)649-4000
          E-mail: egreen@bakerlaw.com
                  jparrish@bakerlaw.com
                  lfuller@bakerlaw.com

U.S. Bank National Association is represented by:

          James T. Markus, Esq.
          John F. Young, Esq.
          MARKUS WILLIAMS YOUNG & ZIMMERMANN LLC
          1700 Lincoln Street, Suite 4550
          Denver, CO 80203
          Telephone: (303)830-0800
          Facsimile: (303)830-0809
          E-mail: jyoung@markuswilliams.com
                 jmarkus@markuswilliams.com

                  - and -

          James S. Carr, Esq.
          Benjamin D. Feder, Esq.
          KELLEY DRYE & WARREN LLP
          101 Park Avenue
          New York, NY 10178
          Telephone: (212)808-7955
          E-mail: jcarr@kelleydrye.com
                 bfeder@kelleydrye.com

                 About American Eagle Energy Corp.

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

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

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

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

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


ANIMAS WELL SERVICES: Files Ch. 11 Liquidating Plan
---------------------------------------------------
Animas Well Services, LLC, filed with the U.S. Bankruptcy Court for
the Western District of Texas, Midland Division, a Chapter 11 plan
of liquidation and accompanying disclosure statement proposing to
sell substantially all of its assets at an auction to the bidder
with the highest and best bid, the proceeds of which will be used
to pay creditors with allowed claims.

Holders of Allowed General Unsecured Claims will receive: (a) to
the extent funds are available, the Distributions of Sale Proceeds
and/or Cash equal to the amount of the Allowed General Unsecured
Claims, with payment to be made as soon as practicable following
the later of (i) the Effective Date and (ii) the date that the
General Unsecured Claim becomes Allowed; or (b) if there are
insufficient Sale Proceeds and/or Cash available to satisfy Allowed
General Unsecured Claims in full, then holders of Allowed General
Unsecured Claims will from available Sale Proceeds, Cash, and
Liquidating Trust interests, regular, reoccurring pro rata
quarterly Distributions for a period ending not more than five
years from the Petition Date.

A full-text copy of the Disclosure Statement dated June 6, 2016, is
available at http://bankrupt.com/misc/txwb15-70162-169.pdf

The Debtor is represented by:

          Troy D. Phillips, Esq.
          Jonathan L. Howell, Esq.
          GLAST, PHILLIPS & MURRAY, P.C.
          14801 Quorum Drive, Suite 500
          Dallas, TX 75254-1449
          Telephone: (972) 419-7196
          Facsimile: (214) 419-8329
          Email: tphillips@gpm-law.com
                 jhowell@gpm-law.com

Animas Well Services, LLC (Bankr. W.D. Tex., Case No. 15-70162)
filed a Chapter 11 Petition on November 24, 2015.  The case is
assigned to Judge Ronald B. King.  The Debtor operates an oil and
has services company in Midland, Texas.

The Debtor's Counsel is Jonathan L. Howell, Esq., at Glast,
Phillips & Murray, P.C., in Dallas, Texas.  The petition was signed
by Kenneth C. Krisa, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb15-70162.pdf


ANIXTER INTERNATIONAL: Egan-Jones Cuts FC Sr. Unsec. Rating to BB+
------------------------------------------------------------------
Egan-Jones Ratings Company lowered the foreign currency senior
unsecured rating on debt issued by Anixter International Inc. to
BB+ from BBB- on May 19, 2016.

Anixter International is a company based in Glenview, Illinois, USA
and founded in 1957. The company supplies communications and
security products and electrical and electronic wire and cable.


ANTHONY MANNINO: Plan Proposes 2.25% Recovery for Unsecureds
------------------------------------------------------------
Anthony Mannino and Madeline Ventura Mannino filed with the U.S.
Bankruptcy Court for the District of Arizona a plan of
reorganization and accompanying disclosure statement proposing to
pay general unsecured creditors from a fund totaling $19,500
created by the Debtors' $325 per month of disposable monthly income
for a period of 60 months.

The Debtors estimate that general unsecured creditors will receive
approximately 2.28% of their claims.  Payments to general unsecured
creditors will be made quarterly after administrative claims and
priority claims are paid in full.  Any general unsecured creditors
expected to receive a pro rata share of less than $25 will not
receive a payment unless a request is made in writing within 90
days of Effective Date to the Debtors' counsel.

A full-text copy of the Disclosure Statement dated June 6, 2016, is
available at http://bankrupt.com/misc/azb15-14819-57.pdf

Anthony Mannino and Madeline Ventura Mannino (Bankr. D. Ariz.,
Case. No. 2-15-bk-14819-MCW) filed a Chapter 11 petition on
November 19, 2015.  No official committee of unsecured creditors
has been appointed in the case.

The Debtors are represented by:

          Kenneth L. Neeley, Esq.
          Chris J. Dutkiewicz, Esq.
          NEELEY LAW FIRM, PLC
          2250 E. Germann Road, Ste. 11
          Chandler, AZ 85286
          Tel: 480.802.4647
          Fax: 480.907.1648
          Email: ECF@neeleylaw.com


ATK OILFIELD: Receiver Seeks to Sell Assets to Ritchie Bros.
------------------------------------------------------------
Ernst & Young Inc., the court-appointed receiver of ATK Oilfield
Transportation Inc. and ATK Oilfield Transportation (USA) Inc.,
based upon the Consent Receivership Order dated April 1, 2016,
entered by the Court of Queen's Bench of Alberta in the Judicial
Centre of Calgary, Canada under Canada's Bankruptcy and Insolvency
Act, asks the U.S. Bankruptcy Court for the Western District of
Texas, Midland Division, for permission to sell assets of the
Debtors to Ritchie Bros. Auctioneers.  The Receiver is seeking
expedited consideration of the Motion.

The Debtors' assets, located in Canada and the United States,
consist of various equipment, rolling stock (trucks and trailers),
contracts and contract receivables, and leased real property in
Canada and Texas.

The Receiver proposes to sell the "US Assets" to Ritchie Bros.
Auctioneers (America) Inc.  The Receiver proposes to sell the
"Canadian Assets" to Ritchie Bros. Auctioneers (Canada) Ltd.

The Receiver is in the process of finalizing the Sale Agreement
with the Purchasers.  That Sale Agreement is subject to approval of
the Canadian Court and the U.S. Court.

It is not expected that the sale will result in payment to any
unsecured creditors, as the Purchase Price does not exceed the
amount of asserted liens on the Assets.

The Receiver seeks to expedite the consideration of the sale motion
for the reason that there are significant carrying costs to
safeguard and maintain the assets to be sold.  The estimated
monthly costs for insurance, rent, security, and other related
costs (based primarily on expenses paid to date) are approximately
US$72,789, for the assets located in the U.S. and CA$312,484 for
the assets located in Canada.

The Receiver is experienced in liquidating assets of insolvent
companies, and believes in its best business judgment that the
purchase price for the assets is fair and reasonable and that the
proposed transaction is in the best interests of the creditors.

The Receiver also requests that the Court extends comity by
recognizing and giving full force and effect to the Canadian Sale
Order and the Canadian Activities Order.

Counsel for Ernst & Young Inc., as receiver:

          Steve A. Peirce
          NORTON ROSE FULBRIGHT US LLP
          300 Convent Street, Suite 2100
          San Antonio, TX 78205-3792
          Telephone: (210) 224-5575
          Facsimile: (210) 270-7205
          E-mail: steve.peirce@norton
                  rosefulbright.com

                 - and -

          Jason L. Boland
          Andrew Black
          NORTON ROSE FULBRIGHT US LLP
          1301 McKinney, Suite 5100
          Houston, TX 77010-3095
          Telephone: (713) 651-5151
          Facsimile: (713) 651-5246
          E-mail: jason.boland@nortonrosefulbright.com
                  andrew.black@nortonrosefulbright.com

                 About ATK Oilfield Transportation

Headquartered in Calgary, Alberta with operations throughout
Western Canada and the Permian Basin in the United States, the
Debtors' business consists of moving drilling rigs.  The Debtors'
assets, located in Canada and the United States, consist of various
equipment, rolling stock (trucks and trailers), contracts and
contract receivables, leased real property in Canada and Texas, as
well as owned real property located in Edson, Alberta and
Floresville, Texas.

On March 30, 2016, Alberta Treasury Branches, the Debtors' secured
creditor, filed an application for receivership with the Court of
Queen's Bench of Alberta in the Judicial Centre of Calgary,
Canada.

The Canadian Court entered on April 1, 2016, a receivership order
which provides for a stay against seizure of assets and litigation
akin to the automatic stay embodied in Section 362(a) of the
Bankruptcy Code.  Among other things, the Receivership Order
appointed Ernst & Young Inc. as the Receiver of the Debtors.

ATK Oilfield Transportation Inc. and ATK Oilfield Transportation
(USA) Inc., filed Chapter 15 petitions in the U.S. Bankruptcy Court
for the Western District of Texas (Bankr. W.D. Tex. Case Nos.
16-70042 and 16-70043, respectively) on April 1, 2016.  The
petitions were signed by Ernst & Young, Inc., the court-appointed
receiver and authorized foreign representative of the Debtors.

Norton Rose Fulbright US LLP serves as the Receiver's counsel.

Judge Ronald B. King has been assigned the Chapter 15 case.


ATO RESTAURANT: Hires Backenroth Frankel & Krinsky as Counsel
-------------------------------------------------------------
ATO Restaurant Associates LLC seeks authorization from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Backenroth Frankel & Krinsky, LLP as Debtor's Chapter 11 bankruptcy
counsel.

The Debtor requires BFK to:

     a. provide the Debtor with legal counsel it powers and duties
as a debtor-in-possession in the continued operation of its
business and management of its property during the Chapter 11
case.

     b. prepare on behalf of the Debtor all necessary applications,
answers, orders, reports, and legal documents which may be required
with the Chapter 11 case;

     c. provide the Debtor with legal services regarding
formulating and negotiating a plan of reorganization with
creditors; and

     d. performing other legal services for the Debtor as required
during the Chapter 11 case, including but not limited to, the
institutions of actions against third parties, objections to
claims, and the defense of actions which may be brougth by third
parties against the Debtor.

BFK will be paid at these hourly rates:

      Abraham J. Backenroth               $550
      Mark A. Frankel                     $505
      Scott A. Krinsky                    $485
      Paralegal                           $125

The Debtor paid BFK $20,000 as and for its initial retainer before
the petition date.

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

Mark A. Frankel, member of the firm Backenroth Frankel & Krinsky,
LLP, assured the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.

BFK may be reached at:

      Mark A. Frankel
      Backenroth Frankel & Krinsky, LLP
      800 Third Avenue
      New York, NY 10022
      Telephone: (212)593-1100
      Telecopy: (212)644-0544
      E-mail: mfrankel@bfklaw.com

ATO Restaurant Associates LLC, based in New York, filed a Chapter
11 petition (Bankr. S.D.N.Y. Case No. 16-11605) on May 31, 2016.
The Hon. Mary Kay Vyskocil presides over the case.  Mark A.
Frankel, Esq., at BACKENROTH FRANKEL & KRINSKY, LLP, presides over
the case.  It listed total assets of $1.16 million and total
liabilities of $499,284.  The petition was signed by Ilaria
Coletto, managing partner.


ATO RESTAURANT: Hires Reinhardt LLP as Litigation Counsel
---------------------------------------------------------
ATO Restaurant Associates LLC seeks authorization from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Reinhardt LLP as special landlord tenant and litigation counsel.

The Debtor has selected Reinhardt because Reinhardt has
considerable expertise in the fields of landlord tenant and
litigation. Reinhardt is the Debtor's pre-petition landlord and
litigation counsel, and the Debtor seeks to continue its
representation post-petition.

The Debtor believes the retention of Reinhardt is the best interest
of the Debtor's estate.

Reinhardt will be paid at these hourly rates:

      Andrea Fiocchi                  $345

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

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

Reinhardt may be reached at:

       Andrea Fiocchi
       Reinhardt LLP
       44 Wall Street, 10th Floor
       New York, NY 10005
       Telephone: +1 (212)710-0970
       Fax:+1 (212)710-0971
       E-mail: afiocchi@reinhardtllp.com

ATO Restaurant Associates LLC, based in New York, filed a Chapter
11 petition (Bankr. S.D.N.Y. Case No. 16-11605) on May 31, 2016.
The Hon. Mary Kay Vyskocil presides over the case.  Mark A.
Frankel, Esq., at Backenroth Frankel & Krinsky, LLP, presides over
the case.  It listed total assets of $1.16 million and total
liabilities of $499,284.  The petition was signed by Ilaria
Coletto, managing partner.

No Trustee or creditors committee has been appointed.


AV HOMES: Egan-Jones Cuts FC Sr. Unsec. Debt Rating to CCC+
-----------------------------------------------------------
Egan-Jones Ratings Company downgraded the foreign currency senior
unsecured rating on debt issued by AV Homes Inc. to CCC+ from B- on
May 17, 2016.  EJR also lowered the foreign currency commercial
paper rating on the Company to C from B.

Headquartered in Scottsdale, Arizona, AV Homes, Inc. engages in the
homebuilding and community development businesses in Florida,
Arizona, and the Carolinas markets.



AXIALL CORP: Moody's Puts 'Ba2' CFR on Review for Upgrade
---------------------------------------------------------
Moody's Investors Service has placed all long-term ratings for
Axiall Corporation on review for upgrade this announcement that
Westlake Chemical Corporation will acquire Axiall in an all-cash
transaction expected to close by the end of 2016.  The SGL-1
Speculative Grade Liquidity Rating is unchanged.

The actions:

On Review for Upgrade:

Issuer: Axiall Corporation

  Probability of Default Rating, Placed on Review for Upgrade,
   currently Ba2-PD
  Corporate Family Rating, Placed on Review for Upgrade, currently

   Ba2
  Senior Unsecured Regular Bond/Debenture, Placed on Review for
   Upgrade, currently Ba3

Issuer: Axiall Holdco, Inc.

  Senior Secured Bank Credit Facility, Placed on Review for
   Upgrade, currently Ba1

Issuer: Eagle Spinco Inc.

  Senior Unsecured Regular Bond/Debenture, Placed on Review for
   Upgrade, currently Ba3

Outlook Actions:

Issuer: Axiall Corporation
  Outlook, Changed To Rating Under Review From Stable

Issuer: Axiall Holdco, Inc.
  Outlook, Changed To Rating Under Review From Stable

Issuer: Eagle Spinco Inc.
  Outlook, Changed To Rating Under Review From Stable

                        RATINGS RATIONALE

The review was prompted by a joint press release issued by Westlake
and Axiall on 10 June 2016 indicating that Westlake had agreed to
acquire Axiall in an all-cash transaction for $33 per share, which,
including the assumption of $1.4 billion in Axiall's debt at March
31, 2016, is equivalent to an enterprise value of approximately
$3.8 billion.  Westlake's bid of $33 per share represents a
significant increase over the initial bid of $20 per share in 27
January 2016 and a modest premium to the company's 52-week average
before the initial bid.  Westlake has obtained sufficient committed
bridge financing and the transaction does not have a financing
contingency.  Both companies' boards have approved the transaction.
However, it is still subject to a shareholder vote by Axiall's
shareholders and customary regulatory and anti-trust approvals
before an expected closing in the fourth quarter of 2016.

The review will focus on the credit support provided to Axiall's
outstanding debt, if it remains in place following the completion
of the transaction, and Westlake's credit profile on a pro forma
basis.  Moody's stated publicly in an Issuer Comment published on
10 June 2016 that Westlake's Baa3 ratings are not impacted by the
proposal and that Westlake will adhere to financial policies
supportive of investment grade ratings.  Westlake's management
stated that it would guarantee or exchange Axiall's existing bonds,
but has not announced a definitive financing plan.

Axiall Corporation (Axiall, formerly known as Georgia Gulf
Corporation) is an Atlanta, Georgia (US)-based manufacturer of
commodity chemicals and building products.  The company operates
through three main divisions, (1) chlorovinyls, whose primary
products include chlorine, caustic soda (caustic), vinyl chloride
monomer (VCM), polyvinyl chloride (PVC) resins and vinyl compounds;
and (2) building products, whose primary focus is PVC fabricated
products such as pipe and pipe fittings, siding, molding, window
and door profiles.  The company divested its former aromatics
division in September 2015.

The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013.


B&G FOODS: Egan-Jones Cuts FC Sr. Unsec. Rating to BB-
------------------------------------------------------
Egan-Jones Ratings Company lowered the foreign currency senior
unsecured rating on debt issued by B&G Foods Inc. to BB- from BB on
May 18, 2016.

B&G Foods, Inc. manufactures, sells, and distributes a portfolio of
shelf-stable, and frozen food and household products in the United
States, Canada, and Puerto Rico.



BATS GLOBAL: Moody's Puts 'B1' CFR on Review for Upgrade
--------------------------------------------------------
Moody's Investors Service placed all ratings of Bats Global
Markets, Inc. on review for upgrade (Corporate Family Rating at
B1).

                         RATINGS RATIONALE

The review for upgrade reflects Bats' overall performance since its
last major acquisition (of the HotSpot foreign exchange platform in
2015).  Bats is an efficient and lean operator of execution venues
and has expanded and diversified substantially in the past three
years.  The firm now operates multiple platforms for executing
equities, equity options and foreign exchange in the United States
and Europe.  This increased scale and diversification has resulted
in improved earnings and margins. Strengthened profitability was
evident in the first quarter of 2016, when the firm generated $72
million of EBITDA and an EBITDA margin of 65%.  During the review
Moody's will evaluate the long run sustainability of this
performance.

Acquisition strategy and overall financial policy will also be an
important focus of the review.  Bats has been an acquisitive
company in an industry undergoing a long-term trend of
consolidation.  While acquisitions can support revenue
diversification, they can also lead to periodic spikes in leverage.
This was the case in Bats acquisition last year of Hotspot when
leverage peaked at 4.3x.  Moody's will assess management's
framework for evaluating strategic transactions and its tolerance
to operate above target leverage levels in such circumstances.

The rating agency also noted that a successful refinancing of Bats'
debt would also be credit positive by lowering cost and extending
the term of the debt.

What could change the rating -- Up

Maintenance of a prudent financial policy and expectations of
continued solid performance may lead to an upgrade.

What could change the rating -- Down

Moody's doesn't expect downward pressure on Bats' ratings as
indicated by the review for upgrade.  However, downward pressure
could be exerted by a shift towards an aggressive financial policy
(buybacks, dividends, large acquisition) leading to higher leverage
and with no clear deleveraging strategy.

These ratings were placed on review for upgrade

Issuer: Bats Global Markets Holdings, Inc.
  Senior Secured Bank Credit Facility, currently B1

Issuer: Bats Global Markets, Inc.
  Corporate Family Rating, currently B1
  Senior Secured Bank Credit Facility, currently B1
  Outlook, Changed To Rating Under Review From Stable

The principal methodology used in these ratings was Global
Securities Industry Methodology published in May 2013.


BENZIE LEASING: Honor Bank Agrees to 90-Day Cash Collateral Deal
----------------------------------------------------------------
Benzie Leasing, LLC, borrowed money from Honor Bank and pledged its
assets to secure repayment of that debt.  The bank is willing to
allow the Debtor continued access to cash collateral to pay its
operating expenses in exchange for $3,000 monthly adequate
protection payments to the bank through mid-Sept. 2016.

Honor Bank is represented by:

          John M. Grogan, Esq.
          423 E. Eighth St.
          Traverse City, MI 49686
          Telephone: (231) 944-1529
          E-mail: Jmgroganlaw@gmail.com

Benzie Leasing, LLC -- dba Xpress Lube of Benzonia, Bay Auto Wash
and Benzie Wash -- filed a chapter 11 petition (Bankr. W.D. Mich.
Case No. 16-00348) on Jan. 28, 2016, and is represented by Michael
P. Corcoran, Esq., in Traverse City, Mich.  The Debtor disclosed
$817,220 in assets and debt totaling $1.27 million at the time of
the filing.  


BEUTLER'S LAWN & GARDEN: Selling Flint, MI Property for $157K
-------------------------------------------------------------
Beutler's Lawn and Garden, Inc., by and through its attorneys,
Simen, Figura & Parker, PLC, by Peter T. Mooney, asked the US
Bankruptcy Court for the Eastern District of Michigan, Southern
Division, for an order authorizing a sale of a real property it
owns located at 5478 S. Saginaw Street, Flint, Michigan to Mr. [__]
Hicks for $156,900.

The purchase price of the sale will allow for the payment of the
balance of the FirstMerit loan but not the payment of the IRS and
state tax liens.  The redemption amount for the First Merit is
$101,424 plus interest since the foreclosure.  Genesee County's tax
balance is estimated to total $39,141.  As these balance are moving
targets Debtor estimated that the total now is no less than
$145,000.00. That leaves $11,900 in equity.  With closing costs and
commission there is essentially no equity for tax liens, but Debtor
would provide to carve out $2,000.  The Debtor's proposal would
allow $146.31 to be paid to the UIA, and $1,854 to the IRS.

Beutler's Lawn and Garden is represented by:

          Peter T. Mooney
          SIMEN, FIGURA & PARKER, PLC
          5206 Gateway Centre #200
          Flint, MI 48507
          Telephone: (810) 235-9000
          E-mail: pmooney@sfplaw.com

                 About Beutler's Lawn and Garden

Beutlers Lawn and Garden, Inc. sought Chapter 11 protection (Bankr.
E.D. Mich. Case No. 14-33089) on Nov. 19, 2014 in Flint, Michigan.
The Debtor is represented by Peter T. Mooney, Esq., at Simen,
Figura & Parker.  The Debtor estimated $100,000 to $500,000 in
assets and $100,000 to $500,000 in debt.  The petition was signed
by Gregory Amy, the company president.



BLUE EARTH: Filed Ch. 11 Plan, Got Disclosure Statement Approved
----------------------------------------------------------------
BankruptcyData.com reported that Blue Earth filed with the U.S.
Bankruptcy Court a Joint Plan of Reorganization and related
Disclosure Statement. According to the Disclosure Statement, "The
Plan generally provides for a reorganization of the Debtors'
business through a debt-for equity swap whereby JIG, the Debtors'
Prepetition Secured Lender and DIP Lender, shall receive 100% of
the Reorganized Blue Earth Equity Interests. Therefore, upon the
Effective Date, JIG will become the 100% owner of Reorganized Blue
Earth. Interests in Reorganized BE Tech will be Reinstated. More
specifically, Reorganized Blue Earth will assume $8 million of debt
into the Exit Contingent Note, from a combination of the full
amount of the Plan Funding Amount, a substantial portion of the
Allowed DIP Claim and a portion of the Allowed Prepetition Note
Secured Claim, and convert $1 million from a combination of a
portion of the Allowed DIP Claim and a portion of the Allowed
Prepetition Note Secured Claim into Reorganized Blue Earth Equity
Interests. Reorganized Blue Earth will retain the operations of
Sumter Heat and Power as well as collect various other receivables.
The Exit Contingent Note will have a term of 5 years, deferred
interest accruing at 1%, and after 5 years any remaining amount of
the Exit Contingent Note will be satisfied in full from the assets
of Reorganized Blue Earth. Shortly after the Effective Date, Brooks
Heat & Power will be transferred to a separate newly formed entity
owned by JIG, and upon such transfer, the Exit Contingent Note will
be reduced by $2,400,000. The newly formed entity will provide
management services to the Reorganized Debtors, and the Reorganized
Debtors will have no direct employees. It is anticipated that
EnSite Power will be able to raise capital from third parties after
the Effective Date."

The report noted that the Court subsequently approved the
Disclosure Statement and scheduled a July 19, 2016 hearing to
consider the Plan.

                          About Blue Earth

Blue Earth, Inc. and its subsidiaries are comprehensive providers
of alternative/renewable energy solutions for small and
medium-sized commercial and industrial facilities.  Blue Earth
builds, manages, owns and operates independent power generation and
management systems geared towards helping commercial and industrial
building owners save energy and money, and reduce their carbon
footprint.

Blue Earth, Inc. and Blue Earth Tech, Inc. filed Chapter 11
bankruptcy petitions (Bankr. N.D. Calif., Case Nos. 16-30296 and
16-30297) on March 21, 2016.  The petitions were signed by Robert
G. Powell as CEO.  The Debtors' other subsidiaries are not included
in the filing.

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

Pachulski, Stang, Ziehl & Jones LLP serves as the Debtors' counsel.
Eos Capital Advisors LLC and Ice Glen Associates, LLC act as
valuators of the Debtors' assets.  Kurtzman Carson Consultants LLC
represents the Debtors as claims and noticing agent.

A 2-member panel has been appointed to serve as the Official
Committee of Unsecured Creditors in the case.

Judge Dennis Montali has been assigned the cases.


BOMBARDIER RECREATIONAL: Moody's Rates US$700MM Term Loan Ba3
-------------------------------------------------------------
Moody's Investors Service assigned Baa3 and Ba3 ratings
respectively to Bombardier Recreational Products Inc.'s (BRP)
amended and restated C$425 million secured revolving credit
facility and US$700 million term loan B.  BRP's Ba3 corporate
family rating, Ba3-PD probability of default rating, Baa3 rating on
the existing C$350 million senior secured revolving credit
facility, Ba3 rating on the existing US$792 million senior secured
term loan B, and SGL-1 speculative grade liquidity rating remain
unchanged.  The ratings outlook remains stable.  Moody's will
withdraw the ratings on the existing revolver and term loan B at
the close of the refinance transaction.

"The refinance transaction is credit positive as US$92 million of
existing BRP cash will be used to reduce Moody's adjusted leverage
by 0.2x to 3.1x, and the maturity of the revolver and term loan
will be extended by three and four years, respectively", says Peter
Adu, a Moody's AVP.

Ratings Assigned:

  C$425 million secured revolving credit facility due 2021, Baa3
   (LGD1)

  US$700 million secured term loan due 2023, Ba3 (LGD3)

                           RATING RATIONALE

BRP's Ba3 corporate family rating (CFR) primarily reflects its good
market positions and well recognized global brands, and solid key
credit metrics.  The rating also reflects the company's solid
liquidity and demonstrated ability to successfully launch new
products.  The company's positive attributes are mitigated by the
cyclical demand for its high-priced, discretionary products
(snowmobiles, side-by-side and all-terrain vehicles, roadster,
personal watercraft, outboard engines) and the inherent volatility
in its earnings.  Macroeconomic conditions influence demand for the
company's products and the rating assumes only modest volume growth
into the medium term due to muted economic growth expectations in
some of its markets.  However, further penetration of established
products and new product introductions should drive modest EBITDA
growth and enable leverage to be maintained below 3x through the
next 12 to 18 months.

BRP has very good liquidity (SGL-1), supported by pro forma cash of
C$53 million after the US$92 million term loan paydown, an unused
C$425 million revolver due in 2021, and Moody's expectation for
annual free cash flow around C$200 million.  These sources,
totaling about C$680 million, are more than sufficient to fund
annual term loan amortizations of US$7 million.  BRP will not have
to comply with any financial covenant unless its borrowing base
less revolver drawings falls below C$100 million for 7 consecutive
days, to which it will have to meet a minimum fixed charge coverage
of 1.1x.  Moody's does not expect this covenant to be restrictive
for the foreseeable future.  BRP has limited flexibility to boost
liquidity from asset sales.

The stable outlook reflects Moody's expectation that the strength
of BRP's business profile will allow the company to maintain strong
credit metrics through the next 12 to 18 months, despite soft
economic growth conditions.

The rating would be upgraded if BRP maintained strong liquidity and
sustained adjusted Debt/EBITDA towards 2.5x and EBIT/Interest above
4.5x.  The rating could be downgraded should earnings shortfall
result in adjusted Debt/EBITDA being sustained towards 4x and
EBIT/Interest below 2.5x.  The rating could also be downgraded if
BRP engages in a debt-funded distribution to its owners or if its
liquidity position deteriorates.

The principal methodology used in these ratings was Consumer
Durables Industry published in September 2014.

Bombardier Recreational Products Inc. is a global manufacturer of
motorized recreational products.  Revenue for the twelve months
ended April 30, 2016 was about C$3.9 billion.  The company is
headquartered in Valcourt, Quebec, Canada.


BOWIE RESOURCE: S&P Lowers CCR to 'CCC+' on Limited Liquidity
-------------------------------------------------------------
S&P Global Ratings said it lowered its corporate credit rating on
Bowie Resource Partners LLC to 'CCC+' from 'B'.  The outlook is
developing.  S&P also withdrew the 'BB-' issue-level rating on the
proposed $650 million term loan associated with a planned
acquisition that did not occur.

At the same time, S&P lowered its issue-level rating on the
company's $335 million senior secured first-lien debt due 2020 to
'CCC+' from 'BB-'.  S&P revised the recovery rating on the loan to
'3' from '1', indicating its expectation of meaningful (50% to 70%;
upper half of the range) recovery in the event of payment default.
In addition, S&P lowered its issue-level rating on the company's
$100 million senior secured second-lien debt due 2021 to 'CCC-'
from 'CCC+' with the recovery rating on the debt unchanged at '6',
indicating S&P's expectation of negligible (0% to 10%) recovery in
the event of a default.

"The developing outlook reflects the potential for an upgrade over
the next 12 months if cash flow improves because EBITDA margins
expand more than we currently forecast and the company successfully
raises capital through asset sales and/or an equity infusion," said
S&P Global Ratings credit analyst Vania Dimova. "We would lower our
rating further if we foresee a liquidity shortfall in less than one
year because these conditions do not occur."

S&P could raise the rating if Bowie's liquidity position improved
meaningfully and sustainably.  This could occur if cash flow
increases because profit margins are better than S&P expects and if
the company raises capital through asset sales and/or an equity
infusion.

S&P could lower the rating further if Bowie's cash flows do not
improve off seasonal lows in the first quarter and if it does not
raise capital through asset sales and or an equity infusion.  In
this scenario S&P would envision a liquidity shortfall within the
next year.


BREITBURN ENERGY: Egan-Jones Assigns 'D' Sr. Unsec. Debt Rating
---------------------------------------------------------------
Egan-Jones Ratings Company assigned a 'D' foreign currency senior
unsecured rating on debt issued by Breitburn Energy Partners LP on
May 17, 2016.  EJR also assigned a 'D' rating on the commercial
paper of the Company.

Breitburn Energy Partners LP is an independent oil and gas master
limited partnership focused on the acquisition, development, and
production of oil and gas properties throughout the United States.
Breitburn's producing and non-producing crude oil and natural gas
reserves are located in Ark-La-Tex; the Midwest; the Permian Basin;
the Mid-Continent; the Rockies; the Southeast; and California.


BUCKTAIL MEDICAL: PCO Says Bankruptcy Didn't Affect Care
--------------------------------------------------------
Laura W. Patt, the Patient Care Ombudsman for The Bucktail Medical
Center, has filed a third interim report dated May 31, 2016.

The PCO notes that the Debtor's Administration and Staff were open
and cooperative during each on-site visit.  Personnel were fully
transparent in discussing their roles and responsibilities as well
as providing any and all requested information and data.  Further,
management embraced the process of having a PCO on site and
encouraged exchange between the PCO and management, which enabled
the PCO to efficiently discharge her responsibilities.

The PCO observes that the established theme at this Facility is
that resident care is first and foremost.  A strong sense of
teamwork between the administration and staff was observed, as well
as amongst staff members.  The residents, staff, and administration
have each expressed that they feel like a "family" and there is a
genuine concern for the residents.

In summary, the PCO did not note any circumstances or issues that
would impact resident care at any of the Facilities as a result of
the bankruptcy.

The Bucktail Medical Center filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Pa. Case No. 15-04297) on Oct. 2, 2015.
Hon. John J. Thomas presides over the cases.  Kevin Joseph Petak,
Esq., and James R. Walsh, Esq., at Spence, Custer, Saylor, Wolfe &
Rose, LLC, serves as counsel to the Debtors.

The Bucktail Medical Center owns and operates a 21-bed Critical
Access Hospital, a 43 bed skilled nursing care facility, a basic
life-support ambulance, and a community health clinic.

In its petition, Bucktail Medical Center estimated $0 to 50,000 in
assets and $1 million to $10 million in liabilities.

The Debtors' petitions were signed by Timothy Reeves, CEO.


BUDD COMPANY: Retiree Committee Can Execute BCBS, CDS Agreements
----------------------------------------------------------------
The Committee of Executive and Administrative Retirees sought and
obtained from Judge Jack B. Schmetterer, of the U.S. Bankruptcy
Court for the Northern District of Illinois, Eastern Division,
authorization to execute several agreements with Central Data
Services, Inc. ("CDS") and Blue Cross Blue Shield of Michigan
("BCBS Michigan").

The Retiree Committee represents the interests of debtor The Budd
Company, Inc.'s executive and administrative retirees and their
covered spouses and dependents ("E&A Retirees").

Judge Schmetterer authorized the Retiree Committee to execute these
agreements:

     (1) the BCBS of Michigan Group Benefit and Rate Summary
(Standard MA);

     (2) the BCBS of Michigan Group Benefit and Rate Summary
(Premier MA);

     (3) the BCBS of Michigan Group Benefit and Rate Summary
(Standard Pharmacy);

     (4) the BCBS of Michigan Group Benefit and Rate Summary
(Premier Pharmacy);

     (5) the CDS Administrative Services Agreement; and

     (6) the CDS Business Associate Agreement.

Judge Schmetterer previously authorized the Retiree Committee to
execute these agreements:

     (a) the Group Benefit and Rate Summary Budd E&A VEBA (Standard
MAPD);

     (b) the Group Benefit and Rates Summary Budd E&A VEBA (Premier
MAPD);

     (c) the BCBSM Medicare Advantage Addendum; and

     (d) the Medicare Advantage Group Attestation Agreement.

The Retiree Committee sought approval to enter into additional
agreements necessary for the E&A VEBA to begin to provide benefits
to the E&A Retirees as of Aug. 1, 2016.

"This Court previously approved the Group Benefit and Rate Summary
for the Premier and Standard MAPD benefits (Medicare Advantage and
Prescription Drug), for the benefit of retirees who will enroll in
combined medical and prescription drug benefits.  The Retiree
Committee now seeks to enter into these stand-alone Medicare
Advantage and stand-alone Prescription Drug agreements, which group
rates were negotiated by the Retiree Committee's attorneys and
actuaries and which are competitive rates, for the benefit of
retirees who will enroll in either medical or prescription drug
benefits," the Retiree Committee contended.

The Retiree Committee also sought to enter into an Administrative
Services Agreement with CDS, where CDS will serve as the third
party administrator for the E&A VEBA, and a Business Associate
Agreement with CDS.  Under the Business Associate Agreement, the
Retiree Committee may disclose to CDS, and CDS may use and disclose
to the Retiree Committee and other appropriate third parties,
certain protected health information.

The Administrative Services Agreement sets forth the services to be
provided by CDS, which include services related to:

     (a) fund management and administration;

     (b) financial administration and reporting; and

     (c) eligibility administration.

The Retiree Committee related that CDS's monthly benefit
administrative services fee is $6,500, guaranteed at that rate for
the first three years beginning on Aug. 1, 2016, plus certain
administrative costs including production, printing, and
distribution costs.  It further related that CDS agreed to waive
all set-up and conversion fees associated with its engagement.
          
The Committee of Executive & Administrative Retirees is represented
by:

          Catherine Steege, Esq.
          Melissa M. Root, Esq.
          JENNER & BLOCK LLP
          353 North Clark Street
          Chicago, IL 60654-3456
          Telephone: (312)222-9350
          Facsimile: (312)527-0484
          E-mail: csteege@jenner.com
                  mroot@jenner.com

                      About The Budd Company

The Budd Company, Inc., a former supplier to the automotive
industry, filed for chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle
potential claims against its parent, ThyssenKrupp AG.

The company -- which ceased manufacturing operations in 2006 and
does not have any current employees, facilities or customers --
has
obligations consisting largely of medical and other benefits
to approximately 10,000 former employees.

Liabilities amount to approximately $1 billion with assets of
approximately $400 million. Most of the debt consists largely of
medical and other benefits to approximately 10,000 former
employees.

The Debtor disclosed $387,555,681 in assets and $1,107,350,034 in
liabilities as of the Chapter 11 filing.

The Hon. Jack B. Schmetterer oversees the case.  The Debtor has
tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright
PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as
noticing, claims and balloting agent, and Conway MacKenzie
Management Services, LLC's Charles M. Moore as CRO.

The U.S. Trustee appointed five individuals to serve on the
Committee of Executive & Administrative Retirees.  The Segal
Company (Eastern States), Inc. serves as the Committee's actuarial
consultant.  The Committee retained Solic Capital Advisors, LLC as
its financial advisor.

Reed Heiligman, Esq., at FrankGecker LLP, in Chicago, Illinois,
represents the ad hoc committee of asbestos personal injury
claimants.


BUDD COMPANY: UAW Wants VEBA Established
----------------------------------------
The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America ("UAW") asks the U.S.
Bankruptcy Court for the Northern District of Illinois, Eastern
Division, to authorize the steps necessary to establish a Voluntary
Employees' Beneficiary Association ("VEBA") to provide retiree
benefits to the UAW Retirees of Debtor The Budd Company, Inc., as
well as their surviving spouses and dependents ("UAW Retirees").

UAW notes that the Debtor's Plan provides that prior to the Plan's
effective date, a VEBA will be established for UAW Retirees ("UAW
VEBA").  The Plan provides that the UAW VEBA will be managed by a
committee ("UAW VEBA Committee"), which will be composed of five
persons: three independent members "with expertise in health care,
employee benefits, asset management, human resources, labor
relations, economics, and/or law," and two members appointed by the
UAW.

The UAW names Suzanne Daniels, Francine Parker and Gary Petroni, as
independent members of the UAW VEBA Committee.

"The UAW, in coordination with the Debtor, has also prepared the
form of trust agreement for the UAW VEBA...  In order to fulfill
the Plan requirements, the UAW VEBA Committee must be appointed,
adopt the Trust Agreement, and establish the UAW VEBA.  The UAW
VEBA Committee must also perform a number of tasks on behalf of the
UAW VEBA, including, but not limited to (1) negotiating and
executing contracts with vendors, professionals, insurance
carriers, benefits administrators and prescription drug providers,
(2) setting up bank accounts and engaging investment managers, and
(3) obtaining a tax ID number from the Internal Revenue Service...
This Motion seeks authorization for the appointment of the
foregoing individuals as the members of the UAW VEBA Committee.
This Motion also seeks authorization for the UAW VEBA Committee to
adopt a trust agreement... and to establish the UAW VEBA. This
Motion finally seeks authorization for the UAW VEBA Committee to
fulfill its responsibilities as provided in the Trust Agreement and
perform all tasks necessary for the UAW VEBA to begin providing
retiree benefits to UAW Retirees on the UAW VEBA Effective Date,"
the UAW avers.

The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America is represented by:

          James L. Bromley, Esq.
          David E. Wagner, Esq.
          CLEARY GOTTLIEB STEEN & HAMILTON LLP
          One Liberty Plaza
          New York, NY 10006
          Telephone: (212)225-2000
          Facsimile: (212)225-3999
          E-mail: jbromley@cgsh.com
                  dwagner@cgsh.com

               - and -

          Scott R. Clar, Esq.
          CRANE, HEYMAN, SIMON, WELCH & CLAR
          135 South LaSalle Street, Suite 3705
          Chicago, IL 60603
          Telephone: (312)641-6777
          Facsimile: (312)641-7114
          E-mail: sclar@craneheyman.com

                      About The Budd Company

The Budd Company, Inc., a former supplier to the automotive
industry, filed for chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle
potential claims against its parent, ThyssenKrupp AG.

The company -- which ceased manufacturing operations in 2006 and
does not have any current employees, facilities or customers --
has
obligations consisting largely of medical and other benefits
to approximately 10,000 former employees.

Liabilities amount to approximately $1 billion with assets of
approximately $400 million. Most of the debt consists largely of
medical and other benefits to approximately 10,000 former
employees.

The Debtor disclosed $387,555,681 in assets and $1,107,350,034 in
liabilities as of the Chapter 11 filing.

The Hon. Jack B. Schmetterer oversees the case.  The Debtor has
tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright
PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as
noticing, claims and balloting agent, and Conway MacKenzie
Management Services, LLC's Charles M. Moore as CRO.

The U.S. Trustee appointed five individuals to serve on the
Committee of Executive & Administrative Retirees.  The Segal
Company (Eastern States), Inc. serves as the Committee's actuarial
consultant.  The Committee retained Solic Capital Advisors, LLC as
its financial advisor.

Reed Heiligman, Esq., at FrankGecker LLP, in Chicago, Illinois,
represents the ad hoc committee of asbestos personal injury
claimants.


CENTRAL GARDEN: Egan-Jones Cuts Sr. Unsec. Ratings to B+
--------------------------------------------------------
Egan-Jones Ratings Company lowered the senior unsecured ratings on
debt issued by Central Garden & Pet Co to B+ from B on May 19,
2016.

Central Garden & Pet Company, together with its subsidiaries,
produces and markets products for the pet, and lawn and garden
supplies industries in the United States.



CENTURY ALUMINUM: Egan-Jones Lowers FC Sr. Unsec. Rating to B-
--------------------------------------------------------------
Egan-Jones Ratings Company downgraded the foreign currency senior
unsecured rating on debt issued by Century Aluminum Co to B- from B
on May 19, 2016.

Century Aluminum Company is a US-based producer of primary
aluminium, with aluminum plants in the US and Iceland. It the
second-largest producer of primary aluminium in the United States,
after Alcoa.



CHAPARRAL ENERGY: Ad Hoc Committee Objects to Evercore Fees
-----------------------------------------------------------
The Ad Hoc Committee of Chaparral Energy, Inc. et al., filed with
the U.S. Bankruptcy Court for the District of Delaware an objection
to the request of the Debtors to employ Evercore Group LLC as
investment banker and financial advisor.

The Ad Hoc Committee claimed the Debtors have failed to demonstrate
the pre-approval of Evercore's proposed fee and expense structure
under 11 U.S.C. Section 328(a) is reasonable under the
circumstances; rather, Evercore's retention should be approved
subject to a reservation of rights under Section 330.

As the Debtors have recognized, there is a limited universe of
issues to be resolved before a plan of reorganization can be
proposed. Nevertheless, the proposed Fee and Expense Structure, if
approved, would result in Evercore potentially earning an $8
million Restructuring Fee for no reason other than that the Debtors
eventually emerge from bankruptcy, regardless of the work Evercore
was required to do or recoveries to the Debtors' creditors.

The Ad Hoc Committee requested that the Court (a) preserve the Ad
Hoc Committee's ability to review and object to Evercore's Fee and
Expense Structure pursuant to the reasonableness standard under
Section 330 of the Bankruptcy Code, (b) deny the Financing Fee in
its current formulation, and (c) grant other relief as this Court
deems just and proper.

The Ad Hoc Committee is represented by:

       Robert K. Malone, Esq.
       Steven K. Kortanek, Esq.
       DRINKER BIDDLE & REATH LLP
       222 Delaware Ave., Ste. 1410
       Wilmington, DE 19801-1621
       Tel: (302) 467-4200
       Fax: (302) 467-4201
       E-mail: howard.cohen@dbr.com
               robert.malone@dbr.com
               steven.kortanek@dbr.com

           - and -

       Evan R. Fleck, Esq.
       Michael W. Price, Esq.
       MILBANK, TWEED, HADLEY & McCLOY LLP
       28 Liberty Street
       New York, NY 10005
       Tel: (212) 530-5000
       Fax: (212) 530-5219
       E-mail: efleck@milbank.com
               mprice@milbank.com

                    About Chaparral Energy

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

At March 31, 2016, the Company had total assets of $1,229,373,000,
total current liabilities of $1,940,742,000 and total stockholders'
deficit of $759,546,000.

Chaparral Energy, Inc., and its 10 affiliates sought protection
under Chapter 11 of the Bankruptcy Code in the District of Delaware
(Lead Case No. 16-11144) on May 9, 2016.  The petition was signed
by Mark A. Fischer, chief executive officer.

The Debtors are represented by Richard Levy, Esq., Keith Simon,
Esq., David McElhoe, Esq., and Marc Zelina, Esq.,  at Latham &
Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., as counsel.  Kurtzman Carson Consultants LLC serves
as administrative advisor.

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



CHAPARRAL ENERGY: Sec. 341 Meeting Set on June 17
-------------------------------------------------
The U.S. Trustee has scheduled the meeting of creditors under 11
U.S.C. Sec. 341(a) for Chaparral Energy, Inc., on Friday, June 17,
2016, at 10:00 a.m., at the J. Caleb Boggs Federal Building, 844
King Street, Wilmington DE 19801.

                      About Chaparral Energy

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

At March 31, 2016, the Company had total assets of $1,229,373,000,
total current liabilities of $1,940,742,000 and total stockholders'
deficit of $759,546,000.

Chaparral Energy, Inc. and its 10 affiliates sought protection
under Chapter 11 of the Bankruptcy Code in the District of Delaware
(Lead Case No. 16-11144) on May 9, 2016.  The petition was signed
by Mark A. Fischer, chief executive officer.

The Debtors are represented by Richard Levy, Esq., Keith Simon,
Esq., David McElhoe, Esq., and Marc Zelina, Esq.,  at Latham &
Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., as counsel.  Kurtzman Carson Consultants LLC serves
as administrative advisor.

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


CHAPARRAL ENERGY: US Trustee Objects to Evergreen Retainers
-----------------------------------------------------------
Andrew R. Vara, the Acting U.S. Trustee for Region Three, filed
with the U.S. Bankruptcy Court for the District of Delaware an
objection to the request of Chaparral Energy, Inc., et al., to hire
Latham & Watkins LLP as bankruptcy co-counsel, Kurtzman Carson
Consultants LLP as administrative consultant, Richard, Layton &
Finger, P.A. as co-counsel and Opportune LLP as financial advisor
for the Debtors.

The U.S. Trustee stated that the Applicants have not shown that
they meet or satisfy any of the factors outlined in In re Insilco
(Bankr. D. Del. 2003).  On the contrary, given the fact that the
Applicants (i) have substantial retainers, (ii) the Applicants have
favorable compensation and payment terms in accordance with the
proposed Interim Compensation Motion and (iii) Applicants have the
benefit of the Carve-Out in the Interim Cash Collateral Order,
there is little if any risk that the fees and expenses of the
Debtors' counsel will not be paid. The multiple 'risk minimization'
devices make the request for an evergreen retainer nothing more
than an unnecessary encumbering and binding of estate funds and
resources.

The U.S. Trustee pointed out that the court in Insilco recognized
that an evergreen retainer is similar to a security retainer in
that it is to secure payment of fees for future services. In the
case of an evergreen retainer, the funds are not intended to be
used to pay approved fees until approval of the final fee
application. Instead, the holder of an evergreen retainer intends
to be paid its interim fees and expenses out of operating cash.
Such a position is designed to minimize a professional's risk of
non-payment if a debtor's financial position deteriorates, an
estate becomes illiquid and does not have sufficient cash flow to
pay professional fees. Insilco, 291 B. R. at 632.

The U.S. Trustee is represented by:

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

                    About Chaparral Energy

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

At March 31, 2016, the Company had total assets of $1,229,373,000,
total current liabilities of $1,940,742,000 and total stockholders'
deficit of $759,546,000.

Chaparral Energy, Inc., and its 10 affiliates sought protection
under Chapter 11 of the Bankruptcy Code in the District of Delaware
(Lead Case No. 16-11144) on May 9, 2016.  The petition was signed
by Mark A. Fischer, chief executive officer.

The Debtors are represented by Richard Levy, Esq., Keith Simon,
Esq., David McElhoe, Esq., and Marc Zelina, Esq.,  at Latham &
Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., as counsel.  Kurtzman Carson Consultants LLC serves
as administrative advisor.

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


CHARLES MICHAEL SWAN: July 21 Plan Confirmation Hearing
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
issued an order tentatively approving Charles Michael Swan's
combined plan and disclosure statement and fixed July 21, 2016, at
10:00 a.m., as the hearing on final approval of the disclosure
statement, if a written objection has been timely filed, and for
the hearing on confirmation of the plan.

The hearing will be held in the Courtroom of the Honorable Charles
Novack, located at 1300 Clay Street, Room 215, Oakland, CA 94612.

July 14, 2016 is fixed as the last day for filing written
acceptances or rejections of the plan. July 14 is also fixed as the
last day for filing and serving written objections to the
disclosure statement and confirmation of the plan.

The bankruptcy case is Charles Michael Swan, Case No. 14-41486
(Bankr. N.D. Calif.).

The Debtor is represented by:

          William F. McLaughlin, Esq.
          1305 Franklin Street, Suite 311
          Oakland, CA 94612
          Tel: (510) 839-4456


CHOUDRIES INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Choudries Inc.
           dba Super Seven Food Mart
        307 Kay Road
        Mechanicsburg, PA 17050

Case No.: 16-02475

Chapter 11 Petition Date: June 13, 2016

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

Judge: Hon. Mary D France

Debtor's Counsel: Gary J Imblum, Esq.
                  IMBLUM LAW OFFICES, P.C.
                  4615 Derry Street
                  Harrisburg, PA 17111
                  Tel: 717 238-5250
                  Fax: 717 558-8990
                  E-mail: gary.imblum@imblumlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Abdul Akhter, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/pamb16-02475.pdf


CITICARE, INC: Patient Care Ombudsman Report Due June 17
--------------------------------------------------------
Citicare, Inc., filed a notice that Daniel T. McMurray, the
Bankruptcy Court-appointed patient care ombudsman, will be
electronically filing his 17th periodic written Ombudsman Report on
June 17, 2016.

If you would like a copy of the Report, please contact:

         Stephanie Gibbons
         Legal Assistant
         Neubert, Pepe & Monteith, P.C.
         195 Church Street, 13th Floor
         New Haven, Connecticut 06510
         Tel: (203) 821-2000
         E-mail: sgibbons@npmlaw.com

Citicare, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D.
N.Y. Case No. 13-11902) on June 9, 2013.  The petition was signed
by Silva Umukoro, the president.  

The Debtor is represented by Gabriel Del Virginia, Esq.

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


COLFAX GROUP: Egan-Jones Cuts FC Sr. Unsec. Rating to BB+
---------------------------------------------------------
Egan-Jones Ratings Company lowered the foreign currency senior
unsecured rating on debt issued by Colfax Group to BB+ from BBB- on
May 18, 2016.

Colfax Corporation is an American industrial corporation
headquartered in Annapolis Junction, Maryland.


CONSTELLATION ENTERPRISE: Seeks Approval of Bid Procedures
----------------------------------------------------------
Constellation Enterprises LLC, et al., ask the U.S. Bankruptcy
Court to approve the procedures governing the bidding and auction
of of substantially all or a portion of the Debtors' assets other
than the assets of Columbus Holdings Inc. and Columbus Steel
Castings Company.

The Bidding Procedures are designed to ensure an orderly and
efficient sale process, and describe, among other things, (a) the
procedures for interested parties to access due diligence
materials, submit bids, and become a Qualified Bidder, (b) the
time, place, and process of any Auction, (c) the selection and
approval of any ultimately successful bidders, and (d) certain
deadlines. The Debtors proposed below timeline for the Sale:

      July 6, 2016:    Bid Deadline
      July 7, 2016:    Sale Objection Deadline & Assumption and
Assignment Hearing
      July 11, 2016:   Auction
      July 12, 2016:   Reply Deadline
      July 14, 2016:   Sale Hearing

Scope of Bid: Each Bid must be for the purchase of all, and not
less than all, of the Subject Assets and the assumption of all, and
not less than all, of the Assumed Liabilities.

Minimum Bid: Each Bid must have a purchase price, including any
assumption of liabilities, that has a value greater than the sum
of: (a) the Purchase Price plus (b) the amount of the Expense
Reimbursement, plus (c) $500,000 and, in any event, provide for
sufficient cash at the closing of such Bid to repay, in full and in
immediately available funds, the full amount of the Obligations
owed by the Debtors arising under the DIP Facility.

In addition, each Bid must expressly provide for the payment of the
expense reimbursement of the Stalking Horse Purchaser as
contemplated by the Stalking Horse Agreement in cash upon selection
as, and to the extent selected as, the Successful Bid.

With the support of various of their secured creditors, the Debtors
believe that the Bidding Procedures provide for a sale process that
preserves the businesses as going-concerns, and also supports two
other important goals: (a) encouraging participation from wide
group of potential bidders for the Subject Assets; and (b)
minimizing the impact of negative operating “cash burn” on
these estates during a prolonged auction and sale process.

Proposed Attorneys for the Debtors and Debtors-in-Possession:

       Daniel J. DeFranceschi, Esq.
       Zachary I. Shapiro, Esq.
       Rachel L. Biblo, Esq.
       Joseph C. Barsalona II, Esq.
       RICHARDS, LAYTON & FINGER, P.A.
       One Rodney Square
       920 North King Street
       Wilmington, Delaware 19801
       Telephone: (302) 651-7700
       Facsimile: (302) 651-7701
       Email: defranceschi@rlf.com
              shapiro@rlf.com
              biblo@rlf.com
              barsalona@rlf.com

       -- and --

       Adam C. Rogoff, Esq.
       Joseph A. Shifer, Esq.
       KRAMER LEVIN NAFTALIS & FRANKEL LLP
       177 Avenue of the Americas
       New York, New York 10036
       Telephone: (212) 715-9100
       Facsimile: (212) 715-8000
       Email: arogoff@kramerlevin.com
              jshifer@kramerlevin.com

             About Constellation Enterprises

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

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

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

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

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

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

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

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


CORE RESOURCE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Core Resource Management, Inc.
           fdba Core Royalties
           fdba Nitro
           fdba Direct Pet Health Holdings Inc.
           fdba CORE - Chiltepin Holdings, Inc.
           fdba CORE - Chiltepin Canadian Holdings, Inc.
        3131 East Camelback Road
        Suite 211
        Phoenix, AZ 85016

Case No.: 16-06712

Chapter 11 Petition Date: June 13, 2016

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

Judge: Hon. Brenda K. Martin

Debtor's Counsel: Adam E. Hauf, Esq.
                  HAUF LAW, PLC
                  4225 W Glendale Avenue
                  Suite A-104
                  Phoenix, AZ 85051
                  Tel: 623-252-0742
                  Fax: 623-321-2310
                  E-mail: adam@hauflaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Dennis Miller, chief operating officer.

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


COTT CORP: Moody's Assigns B3 Rating on New EUR450MM Sr. Bonds
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Cott
Corporation's new EUR450million senior unsecured bonds and upgraded
its second lien notes due 2021 to Ba2.  Cott's other ratings
including its B2 Corporate Family Rating, the B2-PD Probability of
Default Rating, SGL-2 liquidity rating, and B3 rating on its
existing $525 million senior unsecured debt were affirmed.  The
debt issuance will be used for general corporate purposes,
primarily to finance its pending acquisition of Eden Springs (Hydra
Dutch Holdings 2 B.V., B2, negative), a deal valued at
approximately Euro 470 million (US $530 million).  Eden is a
leading provider of water and coffee delivery services to homes and
offices in a variety of European countries, Israel and Russia.
Moody's expects the transaction to close in the third quarter of
fiscal 2016.  The rating outlook is stable.

                         RATINGS RATIONALE

"Cott's B2 Corporate Family Rating reflects its growing geographic
and business diversification following the acquisition of Eden
Springs, continuing its transformation away from its legacy private
label beverage business which has been in decline" said Linda
Montag, Moody's Senior Vice President.  "While leverage will rise
post-acquisition of Eden it will remain acceptable for the current
rating with debt/EBITDA (including Moody's standard adjustments) at
around 4.8 times at closing" she added. Integration risk exists
given the addition of numerous new markets and customers.  However
Cott's successful integration of US-based water services company DS
Services of America (DSSA), acquired in 2014, and Canadian-based
Aqua Terra in 2015 provide a strong platform from which to manage
the addition of Eden.  Moody's notes that the rating incorporates
the expectation that Cott will remain acquisitive as it seeks to
continue to grow away from its core private label business.

Cott is exposed to long-term declining volume trends in the
carbonated soft drinks and juice categories but the entry into
water services businesses in the US, Canada and now European
geographies are transforming the company.  Cott's product and
customer concentration, previously a concern in the legacy private
label business, will further improve with the Eden transaction
while profitability will benefit due to margins in the water
services business that exceed those of private label.  Carbonated
soft drinks, once about a third of the company's total EBITDA will
fall to about 13% after the Eden transaction, while Cott's largest
retail exposure, will fall from 28% before both DSSA and Eden to
about 11% after the latest transaction.  Moody's notes that the
water services businesses are exposed to potentially volatile resin
costs and to macroeconomic variables, most notably employment rates
which can cause slowdowns in economic recessions.

Moody's took these rating actions:

Cott Corporation

Ratings assigned:
  New Senior Unsecured EUR450 million 8 year notes at B3(LGD4)

Ratings affirmed:
  Corporate Family Rating at B2;
  Probability of Default rating at B2-PD;
  Speculative Grade Liquidity Rating at SGL-2

Cott Beverages, Inc.

Ratings affirmed:
  $525 million of senior unsecured debt due 2022 at B3 (LGD4);
  $625 million of senior unsecured debt due 2020 at B3 (LGD4)
  DS Services of America, Inc. (guaranteed by Cott)

Ratings upgraded:

  $350 million of senior secured 2nd lien debt due 2021 to
   Ba2(LGD2) from Ba3 (LGD2)

The upgrade of the senior secured 2nd lien legacy DSSA notes
reflects the greater proportion of unsecured debt in the capital
structure following the issuance of more unsecured debt that would
absorb loss before the secured notes.

The stable outlook assumes that the acquisition of Eden will be
successful and will not become a distraction to Cott.  It also
assumes that no further large debt financed acquisitions or share
buybacks will be contemplated before leverage is reduced.

Given the potential for volatility in Cott's operating performance,
a ratings upgrade would require debt-to-EBITDA approaching 4 times
on a sustainable basis, complemented by a good liquidity profile
and demonstrated positive momentum in volumes, revenues, and
profitability.  A decline in earnings as a result of volume
declines, margin contraction, a weakening of Cott's liquidity, or
an increase in leverage such that debt-to-EBITDA materially exceeds
5.5 times could result in a ratings downgrade.

Cott, based in Toronto, Ontario, and Tampa, Florida, is one of the
world's largest private-label and contract manufacturing beverage
companies and has annual sales of approximately $3 billion.  Cott's
product portfolio includes carbonated soft drinks; clear, still and
sparkling flavored waters; juice; juice-based products; bottled
waters; energy related drinks; and ready-to-drink teas. Cott's
customers include many of the largest national and regional
grocery, drugstore and convenience store chains, and wholesalers.
Cott is also a provider of bottled water, coffee and related
services delivered directly to residential and commercial customers
in the US and Canada.  The core business of the water services
segment is the bottling and direct delivery of drinking water in 3
and 5 gallon bottles to homes and offices and the rental of water
dispensers.  The company also sells water in smaller bottles, cups,
coffee, flavored beverages, powdered sticks and water filtration
devices.

Headquartered in Switzerland, Hydra Dutch Holdings 2 B.V. is the
parent holding company of Eden Springs, a leading provider of water
and coffee solutions across Europe, Russia and Israel.  It had 2015
sales of over EUR360 million.

The combined business will have over $3.3 billion in sales and will
become the clear number one player in the Home Office Water
Services business in both North America and Europe.

The principal methodology used in these ratings was Global Soft
Beverage Industry published in May 2013.


COWAN ROAD: Hyneman Buys Harrison County Property for $1.60M
------------------------------------------------------------
Cowan Road and Highway 90, LLC, by its attorneys, asks the US
Bankruptcy Court for the Southern District of Mississippi for
permission to sell a real property in Harrison County, MS to
Hyneman Cos., LLC for $1,600,000.

Prior to the filing of the bankruptcy petition, the Debtor executed
a note and deed of trust to PriorityOne Bank.  At the time of the
filing of the bankruptcy petition, the loan balance was as
follows:

          Borrower:            Conwan Road & Highway 90, LLC
          Loan No.             12058704 (renewal)
          Date of Loan:        December 27, 2013
          Principal:           $2,277,914.64
          Interest:            $684,805.37
          Legal Fees:          $257.18
          Payoff:              $2,962,977.79
          Per Dien Interest:   $411.29
          Collateral:          Real Property
          Personal Guaranty:   Michael T. Long, Greg Rutland  
                               (deceased)

In the exercise of its best business judgment, the Debtor has made
the decision that the liquidation of the Harrison County, MS
property is in its best interest, the interest of the PriorityOne
Bank, which holds the first lien upon real property, and in the
best interest of all creditors.

Cowan Road & Highway 90, LLC is represented by:

          Craig M. Geno
          Jarret P. Nichols
          LAW OFFICES OF CRAIG M. GENO, PLLC
          587 HIghland Colony Parkway
          Ridgeland, MS 39157
          Telephone: (601) 427-0048
          Facsimile: (601) 427-0050
          E-mail: cmgrno@cmgenolaw.com
                  jnichols@cmgenolaw.com

The buyer can be reached at:

         THE HYNEMAN COMPANIES LLC
         489 Jordan Dr., Biloxi, MS
         Tel: (228) 385-2706
         Fax: (228) 385-2731

                   About Cowan Road & Highway 90

Cowan Road and Highway 90, LLC, filed a Chapter 11 petition (Bankr.
S.D. Miss. Case No. 15-52053) on Dec. 14, 2015. Judge Katharine M.
Samson is assigned to the case.

The Debtor is represented by Craig M. Geno, Esq., at the law
Offices of Craig M. Geno, PLLC.

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

The petition was signed by Michael T. Long, member/manager.


DJWV1 LLC: Hires Offutt Nord Burchett as Attorneys
--------------------------------------------------
DJWV1 LLC, seeks authorization from the U.S. Bankruptcy Court for
the Southern District of West Virginia to employ Offutt Nord
Burchett, PLLC as attorney for the Debtor and
Debtor-in-Possession.

The Debtor requires ONB to:

     a. provide the Debtor legal advice with respect to its powers
and duties as debtor-in-possession and in the operation of its
business and management of its property;

     b. represent the Debtor in defence of any proceeding
instituted to reclaim property or to obtain relief from the
automatic stay under 362(a) of the Bankruptcy Code;

     c. prepare any necessary applications, answers, orders,
reports and other legal papers and appear on the Debtor's behalf in
proceedings instituted by or against the Debtor;

     d. assist the Debtor with the sale of their assets under
Section 363 of the Bankruptcy Code;

     e. assist the Debtor in preparation of schedules, statements
of financial affairs, and any amendments thereto which the Debtor
may be required to file in this case;

     f. assist the Debtor in the preparation of a plan and a
disclosure statement;

     g. assist the Debtor with other legal matters, including,
among others, securities, corporate, real estate, tax, intellectual
property, employee relations, general litigation, and bankruptcy
legal work;

     h. perform all of the legal services for the Debtor which may
be necessary or desirable herein.

ONB will be paid at these hourly rates:

      Stephen S. Burchett                 $275
      S. Taylor Hood                      $225
      Melanie Kerstetter                  $135

Other attorneys and paralegals will render services to the Debtor
as needed. $275 for Partners and Of Counsel; $225 for Associates;
and $135 for Legal Assistants/Paralegals.
    
ONB will also be reimbursed for reasonable out-of-pocket expenses
incurred.

S. Taylor Hood, partner of Offutt Nord Burchett, PLLC, 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.

ONB may be reached at:

      S. Taylor Hood, Esq.
      Offutt Nord Burchett, PLLC
      949 Third Avenue, Suite 300
      Huntington, WV 25701
      Telephone: (304)529-2868
      Facsimile: (304)529-2999
      E-mail: sthood@onblaw.com

                     About DJWV1 LLC

DJWV1, LLC sought protection under Chapter 11 of the BankruptcyCode
in the Southern District of West Virginia (Huntington) (Case No.
16-30249) on May 18, 2016.  

The petition was signed by Dennis Johnson, president.  The case
is assigned to Judge Frank W. Volk.

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


DORAL FINANCIAL: $16-Mil. UMB Settlement Approved
-------------------------------------------------
Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York, approved the Settlement Agreement
executed among Doral Financial Corporation, et al., UMB Bank, N.A.,
and the Official Committee of Unsecured Creditors.

UMB Bank had filed a claim against Debtor Doral Properties, Inc. in
the amount of $17,943,889.15.

The Settlement Agreement contains, among others, these relevant
terms:

     (a) Within five business days following the full execution of
the Agreement, the Debtor shall file with the Bankruptcy Court an
appropriate motion or other papers required to seek entry by the
Bankruptcy Court of a final order approving the Agreement ("9019
Order");

     (b) Upon the entry of the 9019 Order ("Effective Date"), the
Claimant shall have an allowed general unsecured claim against the
Debtor ("Settled Claim") in the agreed upon amount of
$16,000,000.00 ("Settled Claim Amount") and shall have no other
claims against the Debtor or its estate.

     (c) Upon the Effective Date, (i) the Debtor's Schedule of
Assets and Liabilities shall be deemed amended to replace the
Scheduled Claim Amount with the Settled Claim Amount and (ii) the
claims agent in the Debtor's chapter 11 case shall be authorized
and directed to adjust the claims register in accordance with the
Agreement.
                  
     (d) With the exception of the right to receive distributions
on account of the Settled Claim, the Claimant, for itself and on
behalf of its successors, assigns, agents, representatives, and
professionals, and with respect to the Claim filed on behalf of the
Bondholders, upon the Effective Date, fully, finally, and forever
releases, relinquishes and discharges, and covenants not to sue in
respect of any claims released herein, the Debtor, its estate, and
its principals, officers, directors, members, attorneys,
consultants, advisors, agents, assigns, administrators and
representatives, from all rights, claims, demands, damages of any
kind, and causes of action of every nature, whether known or
unknown, asserted or unasserted relating to the Debtor, including,
without limitation, any and all claims arising under or relating to
the Loan Documents.

     (e) The Claimant maintains any and all: (i) rights to vote on
and file objections to any plan proposed in the Debtor's chapter 11
case, and the Debtor and the Committee reserve all rights with
respect thereto; (ii) rights with respect to the DPI Claim; and
(iii) rights under this Agreement.

                    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.


DUER WAGNER: Asks Court to Approve Additional Services from PwC
---------------------------------------------------------------
Duer Wagner III Oil & Gas, LP and its affiliates have asked the
U.S. Bankruptcy Court for the Northern District of Texas to allow
their tax accountant PricewaterhouseCoopers, LLP to provide
additional services.

The Debtor wants the firm to provide U.S. federal income tax work
for the 2015 and 2016 tax years, according to court filings.

PwC will charge the Debtors a flat fee of $40,000 for the 2015
tax work and $20,000 for the 2016 tax work.

The additional services will not cause a conflict or be adverse to
any work that PwC is doing or has done for any party in the
Debtors' bankruptcy cases.  The firm continues to be a
"disinterested person" as defined under section 101(14) of the
Bankruptcy Code, according to court filings.

The Debtors can be reached through their counsel:

     John Y. Bonds, III
     Joshua N. Eppich
     H. Brandon Jones
     Paul M. Lopez
     Shannon, Gracey, Ratliff & Miller, L.L.P.
     420 Commerce Street, Suite 500
     Fort Worth, Texas 76102
    (817) 336-9333 telephone
    (817) 336-3735 facsimile

                       About Duer Wagner III

Duer Wagner III Oil & Gas, LP and its affiliates each filed Chapter
11 bankruptcy petition in the Northern District of Texas (Ft.
Worth) on May 15, 2015.  The petitions were signed by Roy E.
Guinnup, manager of Duer Wagner III & Partners, LLC, the general
partner.

The cases are jointly administered under Case No. 15-41961.  The
Debtors are represented by Joshua N. Eppich, Esq., Hunter Brandon
Jones, Esq., and John Y. Bonds, III, Esq., at Shannon, Gracey,
Ratliff & Miller, LLP.

Duer Wagner III estimated assets of $1 million to $10 million and
debts of $100 million to $500 million.


ELKVIEW RECLAMATION: Hires Offutt Nord Burchett as Attorneys
------------------------------------------------------------
Elkview Reclamation and Processing, LLC, seeks authorization from
the U.S. Bankruptcy Court for the Southern District of West
Virginia to employ Offutt Nord Burchett, PLLC as Attorney for the
Debtor and Debtor-in-Possession.

The Debtor requires ONB to:

     a. provide the Debtor legal advice with respect to its powers
and duties as debtor-in-possession and in the operation of its
business and management of its property;

     b. represent the Debtor in defence of any proceeding
instituted to reclaim property or to obtain relief from the
automatic stay under 362(a) of the Bankruptcy Code;

     c. prepare any necessary applications, answers, orders,
reports and other legal papers and appear on the Debtor's behalf in
proceedings instituted by or against the Debtor;

     d. assist the Debtor with the sale of their assets under
Section 363 of the Bankruptcy Code;

     e. assist the Debtor in preparation of schedules, statements
of financial affairs, and any amendments thereto which the Debtor
may be required to file in this case;

     f. assist the Debtor in the preparation of a plan and a
disclosure statement;

     g. assist the Debtor with other legal matters, including,
among others, securities, corporate, real estate, tax, intellectual
property, employee relations, general litigation, and bankruptcy
legal work;

     h. perform all of the legal services for the Debtor which may
be necessary or desirable herein.

ONB will be paid at these hourly rates:

      Stephen S. Burchett                 $275
      S. Taylor Hood                      $225
      Melanie Kerstetter                  $135

Other attorneys and paralegals will render services to the Debtor
as needed.  They will be paid at these hourly rates: $275 for
Partners and Of Counsel; $225 for Associates; and $135 for Legal
Assistants/Paralegals.
    
ONB will also be reimbursed for reasonable out-of-pocket expenses
incurred.

S. Taylor Hood, partner of Offutt Nord Burchett, PLLC, 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.

ONB may be reached at:

      S. Taylor Hood, Esq.
      Offutt Nord Burchett, PLLC
      949 Third Avenue, Suite 300
      Huntington, WV 25701
      Telephone: (304)529-2868
      Facsimile: (304)529-2999
      E-mail: sthood@onblaw.com

                    About Elkview Reclamation

Elkview Reclamation & Processing LLC sought protection underChapter
11 of the Bankruptcy Code in the Southern District of West Virginia
(Huntington) (Case No. 16-30250) on May 18, 2016.  

The petition was signed by Dennis Johnson, president.  The case
is assigned to Judge Frank W. Volk.

The Debtor estimated assets of $1 million to $10 million and debts
of $0 to $50,000.


ENERGY XXI: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Energy XXI Ltd. filed with the U.S. Bankruptcy Court for the
Southern District of Texas its schedules of assets liabilities,
disclosing:

     Name of Schedule       Assets             Liabilities
     ----------------       --------------     -----------------
  A. Real Property          $95,979,564.02
  B. Personal Property      $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                            $1,543,278,368.00
  E. Creditors Holding
     Unsecured Priority
     Claims                                    $0
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                    $1,206,231,586.98
                           --------------      -----------------
        Total              $95,979,564.02      $2,749,509,954.98

A copy of the schedules is available for free at:

                        https://is.gd/UTyCiv

                         About Energy XXI

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

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

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

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

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

Wilmer Cutler Pickering Hale and Dorr LLP represents an ad hoc
group of certain holders and investment advisors and managers for
holders of obligations arising from the 8.25% Senior Notes due
2018 issued pursuant to that certain Indenture, dated as of Feb.
14, 2011, by and among EPL Oil & Gas, Inc., certain of EPL's
subsidiaries, as guarantors, and U.S. Bank National Association,
as trustee.

The Office of the U.S. Trustee on April 26 appointed five creditors
of Energy XXI Ltd. to serve on the official committee of unsecured
creditors.  The Committee retains Heller, Draper, Patrick, Horn &
Dabney LLC as its co-counsel, Latham & Watkins LLP as its
co-counsel, and FTI Consulting, Inc. as its financial advisor.



FIELDWOOD ENERGY: S&P Lowers CCR to 'SD' on Distressed Exchanges
----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on oil and
gas exploration and production company Fieldwood Energy LLC to 'SD'
from 'CC'.  

At the same time, S&P lowered its issue-level rating on the
company's second-lien term loan to 'D' from 'CC'.  The recovery
rating on this debt remains '4', reflecting S&P's estimate of
average (30% to 50%, higher end of the range) recovery to creditors
in the event of a payment default.  S&P's 'CCC' issue-level rating
on the company's first lien term loan and the '1' recovery rating
are unchanged.  The '1' recovery reflects S&P's estimate of very
high (90% to 100%) recovery to creditors in the event of a payment
default.  

"The downgrade follows the company's disclosure that the company's
financial sponsor, Riverstone, which owns approximately 99% of
Fieldwood, has purchased over $640 million par value of the
second-lien term loan at a significant discount," said S&P Global
Ratings credit analyst David Lagasse.  "We view these well-below
par repurchases as distressed exchanges, given the sizeable
percentage of debt outstanding that was repurchased by an
affiliated party of Fieldwood, and our view that the company was at
risk of conventional default prior to the repurchases," he added.

S&P expects to reevaluate the company's corporate credit rating
under its new capital structure over the next several days.


FIRST QUALITY: S&P Affirms 'BB' CCR, Outlook Negative
-----------------------------------------------------
S&P Global Ratings said that it affirmed its 'BB' corporate credit
rating on Great Neck, NY.–based First Quality Enterprises Inc.
The outlook is negative.

S&P also affirmed its 'BBB-' issue-level rating on the company's
senior secured bank credit facilities with a recovery rating of
'1', reflecting S&P's expectation for very high (90%-100%) recovery
in the event of a payment default.  At the same time, S&P affirmed
its 'BB' issue level rating on the senior unsecured debt, with a
recovery rating of '4', reflecting S&P's expectation for average
(30% to 50%, in the higher half of the range) recovery in the event
of a payment default.

Reported debt outstanding as of March 31, 2016 was about
$2.1 billion, including notes payable to related parties.

The affirmation of First Quality's 'BB' rating reflects S&P's view
of the company's defensible position, primarily as a private-label
products manufacturer in categories with stable end-user demand
(notably adult care, towel and tissue, and infant care), and its
satisfactory track record of organic earnings growth over the last
few years (excluding recall and litigation charges in 2014).  S&P
believes this is primarily driven by the addition of new capacity,
relatively efficient operations, operating profit margins in line
with peers', and working capital turnover generally consistent with
industry norms.  The negative outlook reflects S&P's expectation
that the company's DCF will continue to be negative due to the
ongoing investments to expand capacity and high dividend payments.
Its weak DCF means First Quality is dependent on profit and EBITDA
growth to reduce cash flow leverage, which makes credit metrics
improvement reliant on continued stable and growing operating
performance.

S&P has also factored into its rating First Quality's customer
concentration that could weaken its bargaining power, particularly
with Wal-Mart and Sam's Club.  Moreover, the company faces intense
competition from solid, well-established branded and, to a lesser
extent, private-label manufacturers such as Kimberly-Clark Corp.,
Procter & Gamble Co., Clearwater Paper Corp., Georgia-Pacific LLC,
and Svenska Cellulosa Aktiebolaget (SCA).  Although S&P expects
First Quality will continue to improve the quality of its towel and
tissue products, its private-label products mainly compete with
consumers on price, and are generally non-differentiated from most
competitors' offerings.  S&P believes pricing competition will
remain strong in the industry and expect to see volume growth
mainly coming from towel and tissue segment once new capacity ramps
up.

"The outlook is negative, which reflects our expectation that the
company's DCF will continue to be neutral to negative due to the
ongoing investments to expand capacity, and high dividend
payments," said S&P Global Ratings credit analyst Katherine Heng.

It also reflects its dependency on the industry environment to
drive profit growth to offset stable to rising debt levels, which
could limit its ability to meaningfully delever and improve credit
ratios.  S&P could lower the ratings if we forecast the company
will sustain leverage above 4x over its forecast period, which
could occur potentially due to customer losses, difficulties
finding sufficient business to fill new capacity, or intensifying
competition.  S&P could also lower its ratings if the company's
liquidity becomes constrained, which could occur if the company
becomes contractually obligated for large equipment purchases
without sufficient committed financing in place.


FOREST PARK: Withdraws From Sale to Methodist Hospital
------------------------------------------------------
Forest Park Medical Center at Fort Worth, LLC, has filed a notice
withdrawing its motion to sell substantially all assets to
Methodist Hospital of Dallas.  The Debtor reserves the right of
payment of the breakup fee.

The Debtor, a doctor-owned Texas limited liability company that
owns and operates a 54-bed state-of-the-art medical facility,
including 32 private rooms, 16 family suites, and 6 intensive care
beds in Fort Worth, received and executed a non-binding letter of
intent dated March 30, 2016 from Methodist Hospitals of Dallas
d/b/a Methodist Health System to acquire substantially all of the
Debtor's assets through a court approved sale pursuant to section
363 of the Bankruptcy Code.

The consideration for the Purchased Assets will be comprised of the
following (collectively, the "Purchase Price"): (i) assumption by
Buyer, in its sole discretion, of any Assumed Liabilities set forth
in the APA; plus (ii) $3,000,000 (the "Cash Purchase Price"); plus
(iii) the aggregate cure amounts as agreed to by Buyer in its sole
discretion; plus (iv) the amounts necessary for the Capital Lease
Payoffs (as defined in the APA) in the Buyer's sole discretion;
plus (v) accrued but unpaid employee obligations including wages,
benefits and PTO.

                     About Forest Park Medical

Forest Park Medical Center at Fort Worth, LLC, is a doctor-owned
Texas limited liability company that owns and operates the Forest
Park Medical Center, a state of the art medical facility, including
private rooms, family suites and intensive care rooms located in
West Fort Worth, Texas.  The hospital employs 175 persons on a
full-time or part-time basis.  The hospital offers a broad range of
surgical services.

Forest Park Medical Center at Fort Worth filed a Chapter 11
bankruptcy petition (Bankr. N.D. Tex. Case No. 16-40198) in Ft.
Worth, Texas, on Jan. 10, 2016.  Judge Russell F. Nelms presides
over the case.

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

J. Robert Forshey, Esq., and Jeff P. Prostok, Esq., at Forshey &
Prostok, LLP, serve as the Debtor's Chapter 11 counsel.  Ronald
Winters at Alvarez & Marsal Healthcare Industry Group, LLC serves
as the Debtor's CRO.  The Debtor tapped SSG Advisors, LLC and
Chiron Financial Group, Inc. as co-investment bankers.

Vibrant Healthcare Fort Worth, LLC, and FPMC Services, LLC run the
Debtor's hospital in Forth Worth.  Vibrant is the manager of the
hospital operations of Debtor, and FPMC Services employs the
employees at Debtor's hospital and those dedicated to servicing the
hospital's "back office" operations.  They are represented by
William A. Brewer III, Esq., Michael J. Collins, Esq., and Robert
M. Millimet, Esq., at Brewer, Attorneys & Counselors.

An Official Committee of Unsecured Creditors has been appointed in
this case by the United States Trustee, and is represented by Cole
Schotz PC and Arent Fox, LLP lawyers.


FRONTIER SALOON: Taps Eric A. Liepins as Legal Counsel
------------------------------------------------------
Frontier Saloon, LLC 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.

Eric Liepins, Esq., the sole shareholder of the firm, will be paid
$275 per hour for his services.  Meanwhile, paralegals and legal
assistants will be paid at an hourly rate of $30 to $50.

Aside from professional fees, the firm will also receive
reimbursement for work-related expenses.

The firm has already received a retainer of $5,000, according to
court filings.

In an affidavit, Mr. Liepins disclosed that his firm does not
represent any interest adverse to the Debtor's estate.

The firm can be reached through:

     Eric Liepins
     Eric A. Liepins, P.C.
     12770 Coit Road, Suite 1100
     Dallas, TX 75251
     Tel: (972) 991-5591
     Fax: (972) 991-5788

                      About Frontier Saloon

Frontier Saloon, LLC sought protection under Chapter 11 of the
Bankruptcy Code in the Northern District of Texas (Dallas) (Case
No. 16-32342) on June 9, 2016.  

The petition was signed by Jerry Reed, president of managing
member.  The case is assigned to Judge Stacey Jernigan.

The Debtor disclosed total assets of $4.55 million and total debts
of $85,000.


GENESIS HEALTHCARE: Moody's Affirms Ba2 Rating on $295MM Debt
-------------------------------------------------------------
Moody's Investors Service affirms the Ba2 rating assigned to
Genesis HealthCare System's debt issued through the County of
Muskingum, OH.  This action affects approximately $295 million of
outstanding rated debt.  The outlook is revised to stable from
negative.

The Ba2 rating reflects Genesis' leading market position,
conservative debt structure and adequate liquidity position,
counterbalanced against historically modest operating margins, and
very high leverage.  The outlook is revised to stable from negative
following the successful completion of the system's campus
consolidation project, which has generated significant cost savings
and materially improved operating performance in the first quarter
of FY 2016.

Rating Outlook

Revision of the outlook to stable from negative reflects Genesis'
successful completion of its campus consolidation project, which
has generated significant expense savings for the system.  Moody's
expects Genesis to continue to improve operating performance, and
grow unrestricted cash.

Factors that Could Lead to an Upgrade

  Maintenance of current levels of operating performance and
   margins

  Material deleveraging and strengthened debt measures

  Liquidity growth

Factors that Could Lead to a Downgrade

  Return to prior year levels of weak operating performance

  Loss of liquidity and weakened debt metrics

  Additional debt

Legal Security

The Series 2013 Bonds are secured by a joint and several obligation
of the Obligated Group, which is comprised of Genesis HealthCare
System, Genesis HealthCare Foundation, Inc., CareServe, Inc., and
CareLife, LLC.

Use of Proceeds. Not applicable.

Obligor Profile

Genesis is a one hospital system, following the completion of its
campus consolidation project on June 27, 2015, located in
Zanesville, OH (A1 general obligation rating) the county seat of
Muskingum County (Aa2 GO rating).


GENWORTH FINANCIAL: Egan-Jones Cuts Sr. Unsec. Debt Rating to BB-
-----------------------------------------------------------------
Egan-Jones Ratings Company lowered the foreign currency senior
unsecured rating on debt issued by Genworth Financial Inc. to BB-
from BBB- on May 17, 2016.

Founded in 2003 and headquartered in Richmond, Virginia, Genworth
Financial, Inc. provides insurance and homeownership solutions in
the United States and internationally.



GLOBAL MINISTRIES: S&P Lowers Rating on 2011A Housing Bonds to 'D'
------------------------------------------------------------------
S&P Global Ratings lowered its rating to 'D' from 'CCC+' on the
Memphis Health Educational and Housing Facility Board, Tenn.'s
multifamily housing revenue bonds, series 2011A, issued on behalf
of Global Ministries Fellowship for the Warren/Tulane Section 8
affordable housing project (Warren/Tulane project).  Furthermore,
S&P Global Ratings also removed the bonds from CreditWatch with
negative implications.

"The 'D' rating on the bonds reflects the missed interest and
principal payments on the scheduled June 1, 2016, debt service
payment date," said S&P Global Ratings credit analyst Jose Cruz.

The bonds are currently in payment default.


GOLDEN - 24TH REALTY: Hires Vogel Bach & Horn as Counsel
--------------------------------------------------------
GOLDEN-24TH REALTY: Hires Vogel Bach & Horn as Counsel

Golden - 24th Realty, LLC seeks authorization from the U.S.
Bankruptcy Court for the Eastern District of New Jersey to employ
Vogel Bach & Horn, LLP as Counsel.

The Debtor requires Vogel Bach & Horn:

     a. provide the Debtor with advice and preparing all necessary
documents regarding debtor restructuring, bankruptcy and asset
dispositions;

     b. take all necessary actions to protect and preserve the
Debtor's estate during the pendency of this Chapter 11 Case;

     c. prepare on behalf of the Debtor, debtor-in-possession, all
necessary motions, applications, answers, orders, reports and
papers in connection with the administration of this Chapter 11
Case;

     d. counsel the Debtor with regard to its rights and
obligations as debtor-in-possession;

     e. appear in Court to protect the interest of the Debtor; and

     f. perform all other legal services for the Debtor which may
be necessary and proper in these proceedings and in furtherance of
the Debtor's operations.

The Debtor and Vogel Bach & Horn have agreed that the compensation
at an hourly rate of $225 plus costs and expenses

Vogel Bach & Horn received a retainer of $2,500.

Eric H. Horn, member of Vogel Bach & Horn LLP, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

Vogel Bach & Horn can be reached at:

        Eric H. Horn,Esq.
        Heike M. Vogel, Esq.
        Vogel Bach & Horn LLP
        1441 Broadway, Suite 5031
        New York, NY 10018
        Tel: (212) 242-8350
        Fax: (646) 607-2075

Golden - 24th Realty, LLC filed a Chapter 11 petition (Bankr.
E.D.N.Y. Case No. 16-41080) on March 17, 2016.


GONZALEZ GROUP: Comerica Bank Consents to Postpetition Financing
----------------------------------------------------------------
Gonzalez Group Jonesville, LLC, owes about $2 million to Comerica
Bank.  That Prepetition Indebtedness is guaranteed by Felix
Gonzalez and secured by liens on the Debtor's assets, including
cash collateral.  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 needs access to that cash
collateral.  The Debtor also owes about $4.2 million to the U.S.
Small Business Administration.  

Comerica consents to the Debtor having access to up to (i) 90% of
accounts receivable from MAHLE Behr, Inc., and other customers the
bank deems creditworthy; (ii) 80% to 90% of most other receivables;
and (iii) 40% of eligible inventory.  The Debtor will make $15,000
monthly payments to the Bank.  The Bank and Grow Michigan, LLC,
will postpetition receive replacement liens.  

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.  Brian R. Trumbauer, Esq., at Bodman PLC, represents Comerica
Bank.


GOOD SHEPHERD: S&P Lowers Underlying Rating on Bonds to 'B-'
------------------------------------------------------------
S&P Global Ratings lowered its long-term rating and underlying
rating (SPUR) three notches to 'B-' from 'BB-' on bonds issued for
Good Shepherd Medical Center (GSMC), Texas.  The outlook is
negative.

"At the time of our most recent review, we noted improvement in
balance-sheet metrics related to the monetization of several
medical office buildings and improvement in operations related to a
performance improvement plan," said S&P Global Ratings credit
analyst Margaret McNamara.  "Since then, both operations and
balance-sheet metrics have deteriorated, not meeting expectations,"
Ms. McNamara continued.

The downgrade reflects significant multiyear operating deficits,
coupled with refinancing risk related to the 2017 mandatory tender
on the series 2015 bonds, a weak balance sheet, with less than 1x
unrestricted reserves to long-term debt and elevated leverage.
Additional risks include the Center for Medicare & Medicaid
Services' (CMS) determination that GSMC did not meet the Medicare
conditions of participation.

On June 22, 2015, CMS notified GSMC Longview (GSMC-L) of this due
to specific deficiencies.  Management, with the board of directors'
approval, took immediate corrective actions.  Management stated
that within two weeks, over 90% of the survey findings had been
resolved.  For each deficiency, an analysis was conducted to
determine the cause implement processes to prevent a recurrence.
GSMC also entered a contract with The Greeley Co. to review its
programs against CMS conditions of participation, with a primary
focus on the areas the survey cited.  Greeley was also tasked with
addressing the center's internal processes required for ongoing
sustained compliance such as process implementation, process
oversight, issue management, accountability, and communication.

On July 28, 2015 CMS and GSMC entered a systems improvement
agreement (SIA) to stay the termination and provide GSMC-L the
opportunity to develop and implement systemic corrections.
Consequently, the termination from the Medicare program was stayed.
Final resolution of the SIA depends upon the facility passing a
CMS full survey during fourth-quarter 2016.  Management reports it
has made significant progress in completing the terms of the SIA
and that it is on schedule for a successful full recertification
survey in the fall.

In a worst-case scenario, GSMC could lose 45% of its annual revenue
attributable to Medicare and Medicaid reimbursement.  S&P
understands that termination of Medicare-provider agreements are
rare.  However, given the potential significant impact this could
have on the center's ability to repay its bonds, S&P will continue
to monitor the process.

The negative outlook reflects the continued weak operating
performance in fiscal 2016, with declining volumes, decreasing
unrestricted reserves, risks related to refinancing of the series
2015 debt, and uncertainty related to the CMS SIA issue.

S&P could lower the rating if management cannot demonstrate
meaningful improvement in operations performance, if there is any
material deterioration to the balance sheet, or GSMC fails to meet
covenants in fiscal 2016.

Given GSMC's current operating profile, a higher rating is unlikely
over the one-year outlook period unless and until the center can
stabilize operations, generate positive income levels and sustain
positive operations over a longer time period.  Volume and reserve
stability will be factors in any consideration of a higher rating
or an outlook revision to stable.


GREENHUNTER RESOURCES: Hires Sperry Van Ness as Broker
------------------------------------------------------
GreenHunter Resources, Inc., and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the Northern District
of Texas to employ Sperry Van Ness | David Cook Co., LLC as Real
Estate Broker for the Debtors and Debtors in possession.

On March 1, 2016, the Debtors filed their voluntary petitions for
relief under Chapter 11 of the United States Bankruptcy Code.  On
April 28, 2016, the Court entered an order for entry of an Order
authorizing the sale of assets free and clear all liens, claims,
encumbrances, and other interests and granting related relief.
Most of the Debtors' assets were sold pursuant to the transaction
approved in the Sale Order.

The Debtors have an interest in land and improvements on a property
located at 1048 Texan Trail, Grapevine, Texas 76051, which Property
was excluded from the sale transaction.  To market and sell this
excluded Property, and in order to obtain the highest and best
price, the Debtors require the services of a real estate broker.

The Debtors have selected Sperry Van Ness | David Cook Co., LLC as
their real estate broker.  The firm has agreed to sell and market
the property in return for a 6% commission of the gross purchase
price of the Property payable at closing. In the event the Broker
represents both sides, it will be paid a 6% commission of the gross
purchase price payable at closing, which would be split with the
other broker. Should there be a multiple offers on the Property,
and the sale goes to auction, the Broker will be entitled to a 6%
commission based of the highest bid received by the Debtors.

The Broker and the Debtors have agreed that in the event that Gary
Evans (Chairman and chief Executive Offices of Debtor GreenHunter
Resources, Inc.) or any company affiliated with Evans wishes to
purchase the Property, and (i) the offer of Evans Entity is made
prior to the Debtor's receipt of any other bona fide written offer
on the property, and (ii) the offer of the Evans Entity is accepted
by the Debtors and (iii) approved by the Bankruptcy Court, then the
Broker has agreed to waive its commission and only be paid $5,000
for its expenses and time. However, if the Debtors are in receipt
of a bona fide written offer from a third party buyer prior to the
Evans Offer, then the Broker will be entitled to its full
commission on the sale to the Evans Entity on the sale terms as
terms as set forth.   
  
David Cook, real estate broker with Sperry Van Ness | David Cook
Co., LLC, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.

Broker may be reached at:
        
      David Cook
      Sperry Van Ness | David Cook Co., LLC
      15660 Dallas Parkway, Suite 100
      Dallas, TX 75248
      Phone: 972.387.5600
      E-mail: david.cook@svn.com

                   About Greenhunter Resources

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

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


GRIZZLY CATTLE: Ch.11 Trustee Hires Sender Wasserman as Attorneys
-----------------------------------------------------------------
Jared Walters, the Chapter 11 Trustee for Grizzly Cattle, LLC, asks
the U.S. Bankruptcy Court for the District of Colorado for
permission to employ Sender Wasserman Wadsworth, P.C. as his
attorneys.

The Chapter 11 Trustee requires Sender Wasserman to represent and
generally assist the Trustee in the administration of this case.

Sender Wasserman will be paid at these hourly rates:

    Harvey Sender                   $525
    David V. Wadsworth              $400
    Daniel A. Hepner                $375
    David J. Warner                 $275
    Aaron J. Conrardy               $250
    Katherine S. Sender             $160
    Paralegals                      $115

David V. Wadsworth, a shareholder with the firm of Sender Wasserman
Wadsworth, P.C., assured the Court that his 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.

Sender Wasserman can be reached at:
   
      David V. Wadsworth
      Sender Wasserman Wadsworth, P.C.
      1660 Lincoln Street, Suite 2200
      Denver, CO 80264
      Tel: 303-296-1999
      Fax: 303-296-7600
      E-mail: dwadsworth@sww-legal.com

                      About Grizzly Cattle

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


GRIZZLY LAND: Chapter 11 Trustee Taps Moye White as Counsel
-----------------------------------------------------------
The Chapter 11 trustee of Grizzly Land LLC seeks approval from the
U.S. Bankruptcy Court for the District of Colorado to hire Moye
White LLP as his legal counsel.  

Edward Cordes, the bankruptcy trustee, tapped the firm to provide
these services:

     (a) investigation and prosecution of adversary proceedings
         and contested matters to collect assets for distribution;

     (b) investigation of the Debtor's financial affairs and
         transactions prior to its bankruptcy filing;

     (c) assessment and advice concerning creditors' claims in the

         bankruptcy case; and

     (d) reorganization or liquidation of property of the estate.

The customary hourly rates charged by the firm's attorneys and
paralegals who are anticipated to assist the Debtor are:

     James T. Burghardt             $490
     Timothy M. Swanson             $270
     Other Partners                 $300 to $610
     Other Associates/Of Counsel    $230 to $330
     Paralegals                     $125 to $230
     Other Support Staff            $75

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

Moye White can be reached through:

     James T. Burghardt
     Timothy M. Swanson
     Moye White LLP
     1400 16th Street, 6th Floor
     Denver, CO 80202-1486
     Telephone: (303) 292-2900
     Facsimile: (303) 292-4510
     Email: jim.burghardt@moyewhite.com
            tim.swanson@moyewhite.com

                        About Grizzly Land

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

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

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


GUS HIONAS: Disclosure Statement Hearing Set for July 14
--------------------------------------------------------
Judge Andrew B. Altenburg, Jr., of the U.S. Bankruptcy Court for
the District of New Jersey will convene a hearing on July 14, 2016,
at 10:00 A.M., to consider the adequacy of the disclosure statement
explain Gus Hionas and Joyce Hionas's plan.

Written objections to the adequacy of the Disclosure Statement must
be filed with the Clerk of Court no later than 14 days prior to the
Disclosure Statement hearing.

Gus Hionas and Joyce Hionas (Bankr. D.N.J. Case No. 15-22628) filed
a Chapter 11 Petition on July 6, 2015.


HAL PRESTON WHITNEY: Unsecureds to Recoup 100% Under Plan
---------------------------------------------------------
Hal Preston Whitney filed with the U.S. Bankruptcy Court for the
District of Colorado a third amended Chapter 11 plan and
accompanying disclosure statement proposing to pay all creditors,
including general unsecured creditors, in full with interest.

General unsecured creditors will be paid 100% of the principal
amount of their allowed unsecured claim over five years.  General
unsecured creditors will be paid interest at the Federal mid-term
interest rate on one year United States Treasury Bonds as of the
Effective Date on the allowed amount of their claims over that five
year period.

A full-text copy of the Disclosure Statement dated June 6, 2016, is
available at http://bankrupt.com/misc/cob15-22819-74.pdf

The bankruptcy case is Hal Preston Whitney, Case No. 15-22819-MER
(Bankr. D. Colo.).  The Debtor operates as a dentist through two
entities in northeastern Colorado.

The Debtor is represented by:

          Jonathan M. Dickey, Esq.
          Kenneth J. Buechler, Esq.
          BUECHLER & GARBER, L.L.C.
          999 18th Street, Suite 1230 S
          Denver, CO 80202
          Tel: 720-381-0045
          Email: ken@kjblawoffice.com


HARRINGTON & KING: Hires Beacon's Mitria as Financial Advisor
-------------------------------------------------------------
The Harrington & King Perforating Co., Inc and The Harrington &
King South, Inc., seek permission from the U.S. Bankruptcy Court
for the Northern District of Illinois to employ Vito Mitria and the
Beacon Management Advisors LLC as Financial Advisor

The Debtor requires Mr. Mitria with the assistance of Beacon to:

     a. prepare the Debtor's bankruptcy schedules and other require
forms, including monthly operating reports;

     b. prepare and review weekly operation budgets, projections
and financial analysis;

     c. assist in day to day operating management of the Company
including the provision of services related to management
transition issues;

     d. assist with information and prepare and review reports
required pursuant to any cash collateral orders entered in the
Case;

     e. Validate (and adjustment as required) of creditor claims;

     f. assist with collection of accounts receivable, including
negotiations with problem accounts;

     g. assist with the formation and negotiation of a Plan of
Reorganization;

     h. assist in the evaluation and analysis of avoidance actions,
including fraudulent conveyances and preferential transfers;  

     i. assist the Debtors with communication and negotiate with
customers, creditors, lenders, and other parties-in-interest;

     j. administer Chapter 11 matters, as required;

     k. provide expert testimony, as required; and

     l. render other financial advisory services as may be mutually
agreed upon by Beacon, the Debtors and their attorney.

Beacon will be paid at these hourly rates:

      Vito Mitria, Managing Member         $350
      Sean Broderick, Senior Manager       $275
      Mark Bruno, Senior Manager           $225

Beacon received a $5,000 retainer for its services.

As of the petition date, Beacon was owed $12,675 by the Debtors for
financial advisory services.  

Vito Mitria, Managing Member of Beacon Management Advisors LLC,
assured the Court that his 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.

Beacon can be reached at:

     Vito Mitria
     Beacon Management Advisors LLC
     1953 N. Clybourn Avenue, Suite 316
     Chicago, IL 60614
     Tel: 773.251.9003
     Fax: 630.297.4826

                About Harrington & King

The Harrington & King Perforating Co., Inc. and Harrington & King
South Inc. sought protection under Chapter 11 of the Bankruptcy
Code in the Northern District of Illinois (Chicago) (Case Nos.
16-15650 and 16-15651) on May 7, 2016.  The petitions were signed
by Greg McCallister, chief restructuring officer and chief
operating officer.

The cases are jointly administered under Case No. 16-15650.  The
cases are assigned to Judge Deborah L. Thorne.

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


HARRINGTON & KING: Hires William J Factor as Counsel
----------------------------------------------------
The Harrington & King Perforating Co., Inc., and Harrington & King
South, Inc., ask the U.S. Bankruptcy Court for the Northern
District of Illinois, Eastern Division, for authority to employ
William J. Factor and The Law Office of William J. Factor, Ltd., as
their bankruptcy counsel effective as

The Debtors also request authority to pay a retainer of $75,000
to FactorLaw -- a condition of FactorLaw's willingness to represent
the Debtors.

Pursuant to its proposed retention, FactorLaw will render various
services to the Debtors, including but not limited to the
following:

  * Advising and consulting with the Debtors with respect to their
powers, rights and duties as debtors and debtors-in-possession;

  * Attending meetings and negotiating with creditors, other
parties-in-interest, and their respective representatives;

  * Advising and consulting with the Debtors on the conduct of the
Case, including all of the legal and administrative requirements
of operating under chapter 11 of the Bankruptcy Code;

  * Taking all necessary action to protect and preserve the
Estates, including but not limited to, prosecuting or defending all
motions and proceedings on behalf of the Debtors and the
Estates;

  * Preparing and filing, or defending, adversary proceedings or
other litigation involving the Debtors or their interests in
property;

  * Preparing motions, applications, answers, orders, reports, and
other papers necessary to the administration of the Case;

  * Preparing and negotiating a plan and disclosure statement and
all related agreements and/or documents, and taking any
necessary action to obtain confirmation of a plan; and

  * Performing other necessary legal services and providing other
necessary legal advice required by the Debtors in connection
with the Case.

The hourly rates applicable to the attorneys and professionals
contemplated to represent the Debtors are as follows:

       Professional           Title      Hourly Rate
       ------------           -----      -----------
       William J. Factor     Partner        $375
       Sara E. Lorber        Partner        $325
       Deborah Ebner         Of Counsel     $375
       David P. Holtkamp     Associate      $275
       Jeffrey K. Paulsen    Associate      $275
       James Liu             Associate      $250
       Sam Rogers            Paralegal      $100

Prior to the filing of the case, in April of 2015, FactorLaw was
retained by the Debtors to assist them with exploring an
out-of-court resolution of their financial issues. However, after
the Debtors' bank was served with a citation to discover assets in
about April of 2016, the scope of FactorLaw's representation was
expanded to include filing chapter 11 cases for the Debtors and
representing them in those cases.

Since it was first retained in April of 2015, FactorLaw received
three retainers from the Debtors, including (a) $10,000 retainer in
April of 2015 from H&K Illinois, a $6,125 retainer in February of
2016 from H&K Illinois, and a $10,000 retainer on May 3, 2016 from
H&K Tennessee (the "Prepetition Retainers").  The retainers were
applied against FactorLaw's invoices for prepetition legal
services.

Most recently, just prior to the filing of the Case, FactorLaw was
owed $26,890 for legal services, the bulk of which fees were
incurred in April and early May of 2016 and related to bankruptcy
preparation and other matters relating to the case.  FactorLaw
applied the remaining balance of the Prepetition Retainers --
$20,000 -- towards payment of these prepetition fees, and wrote off
the remaining balance of $6,890 so that FactorLaw is not a creditor
in this case. From the time of its initial engagement in April of
2015 through the filing of the Debtors' Case, FactorLaw received
payments totaling $26,125 from the Debtors.

On May 16, 2016, the Court enter an agreed interim order
authorizing the Debtors' use cash collateral through June 8, 2016.
The budget attached to the interim order includes payment of the
retainer the Debtors seek authority to pay by this application.

The Debtor requests that the Court shorten notice to that given
because, as noted, the Debtor's counsel has expended -- and will
continue to expend -- significant time and effort on this case and
was not able to obtain an adequate prepetition retainer due to the
freezing of the Debtors' bank accounts through citations to
discover assets.  The matters raised in this motion are not
complicated, and the notice given provides more than sufficient
time for parties in interest to evaluate the matters raised herein
and act accordingly.

The Debtor believes that FactorLaw does not hold or represent an
interest adverse to the Debtor or the Estate, and that it is a
disinterested person within the meaning of 11 U.S.C. Sec. 101(14).

The Debtors' attorneys can be reached at:

          Sara E. Lorber
          William J. Factor
          Z. James Liu
          THE LAW OFFICE OF WILLIAM J. FACTOR, LTD.
          105 W. Madison, Suite 1500
          Chicago, IL 60602
          Telephone: (847) 239-7248
          Facsimile: (847) 574-8233
          E-mail: wfactor@wfactorlaw.com
                  slorber@wfactorlaw.com
                  jliu@wfactorlaw.com

                     About Harrington & King

Harrington & King South, Inc. and The Harrington & King Perforating
Co., Inc. sought protection under Chapter 11 of the Bankruptcy Code
in the Northern District of Illinois (Chicago) (Case Nos. 16-15651
and 16-15650) on May 7, 2016. The petitions were signed by Greg
McCallister, chief restructuring officer and chief operating
officer.

The cases are jointly administered under Case No. 16-15651. The
cases are assigned to Judge Deborah L. Thorne.

The Debtors are represented by William J Factor, Esq., and Zhijun
Liu, Esq., at FactorLaw.

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


HASTINGS ENTERTAINMENT: Files for Bankruptcy, in Search of Buyer
----------------------------------------------------------------
Hastings Entertainment, Inc., seller of books, videos, video games,
CDs and apparel, filed a voluntary petition under Chapter 11 of the
Bankruptcy Code in order to effectuate a sale of its assets
pursuant to a Court-supervised auction and sale process.  In the
event that no buyer is willing to operate Hastings as a going
concern, the Company intends to liquidate substantially all of its
assets to the highest bidders.

Hastings parent Draw Another Circle, LLC, and affiliates
MovieStop, LLC, SP Images Inc., SP Images Inc. and Hastings
Internet, Inc. are also part of the bankruptcy filing.

Duane A. Huesers, chief financial officer of Hastings
Entertainment, said the Debtors have suffered declines in sales and
increasing losses over the past several years due to the weakening
in the market for physical media properties like music, movies,
books, games and media rentals, coupled with the tremendous growth
of online retail and social media.

In 2015, Hastings' revenue dropped to $401.1 million compared to
$420 million during the prior year.  Hastings incurred a loss of
$16.6 million in 2015 following a loss of $10.9 million in 2014.

According to Mr. Huesers, Hastings implemented an operational
restructuring and shifted its merchandising strategy to focus more
on its trend, children's comics, electronics, consummables,
recreation and hobbies businesses, and expiremented with store
layout changes at a number of store locations.  Notwithstanding the
initial positive results generated by Hastings' operational
restructuring, Hastings' top line revenue continued to deteriorate
in the first quarter of 2016, as Hastings suffered year-over-year
sales decrease of 14%.  During this period, the decline of the
MovieStop business also continued unabated.  

In addition to the liquidity constraints resulting from the decline
in revenue, Bank of America, N.A., the Debtors' prepetition lender,
imposed certain reserves per the terms of the Prepetition Credit
Agreement that further limited short term liquidity.

In May 2016, the Debtors took a number of steps to conserve
liquidity by immediately commencing a chain-wide liquidation of the
MovieStop business.  With the assistance of Gordon Brothers Retail
Partners, MovieStop commenced store closing sales.  Management also
began to aggresively explore strategic alternatives for the
Hastings business and began a targeted outreach to potential
investors and strategic acquirers.

Through the Chapter 11 process, the Debtors intend to (i) complete
the liquidation of the MovieStop businesses; (ii) preserve SPI's
business through a going concern sale process; and (iii) liquidate
all of the Debtors' remaining assets and discontinue business lines
that cannot be sold for value.

                            Sale Motion

The Debtors have filed a motion for the approval of a sales process
that would allow for an auction in approximately 30 days and would
enable liquidation sales to commence shortly thereafter if a going
concern purchaser is not located.

The proposed sale process is the culmination of a six-month long
effort by the Debtors to recapitalize their operations.  Since late
2015, the Debtors have been exploring possible strategic
alternatives, including the recapitalization of the Debtors or a
sale of all or a portion of the Debtors' businesses.

The Debtors asked the Court to establish July 11, 2016, at 4:00
p.m. as the deadline for the submission of bids and to schedule an
auction, if necessary, no later than July 13, 2016.

The Debtors are requesting that the Court approve bidding
procedures for the sale of the Assets with a final sale hearing to
occur on July 14, 2016.  

The Bidding Procedures contemplate that the Debtors will continue
to solicit "stalking horse" bids, which bid or bids will be binding
on such bidder and set the floor for all Qualified Bids for
applicable Assets at the Auction.

                       $90 Million DIP Financing

BofA agreed to provide the Debtors with $90 million senior secured
superpriority revolving credit facility necessary to support a
30-day sale process which essentially represents the culmination of
the more extensive marketing and refinancing efforts conducted by
the Debtors prior to the Petition Date.

All obligations under the DIP Credit Facility, accrued or
otherwise, will be due and payable in full on the earliest of (i)
Dec. 12, 2016, (ii) the date of consummation of a sale and/or other
disposition (including any dispositions pursuant to
court-authorized going-out-of-business sale) of all or
substantially all of the working capital assets of the Debtors
under Section 363 of the Bankruptcy Code, or (iii) the effective
date of any plan.

The DIP Agent is granted first-priority liens in the DIP
Collateral subordinate only to (i) the Carve-Out, and (ii)
Permitted Liens.  In addition, the DIP Agent is granted a
superpriority administrative expense claim which is
subordinate to (i) the Carve-Out, and (ii) Permitted Liens.

The interest rates per annum applicable to the Revolving Loans
under the DIP Credit Facility will be (i) (a) LIBOR Offer Rate (as
defined in the DIP Credit Agreement) plus (b) 3.0% (provided that,
LIBOR may never be less than zero) or, at the option of the
Debtors, (ii) (a) the Base Rate plus (b) 2%.  Interest rates
increase 2.0% during the continuance of any Event of Default.

Other Fees: DIP Facility Fee: 1% of the Aggregate Commitments
            Unused Line Fee: 0.375% per annum
            Commercial Letter of Credit Fee: 2.5% per annum
            Standby Letter of Credit Fee: 3.0% per annum

In addition, the Prepetition Term Loan Lenders will earn a consent
fee in an amount equal to $100,000 on the effective date of the DIP
Credit Agreement, which fee will be paid in kind and added to the
outstanding principal balance of the term loans under the
Prepetition Term Loan Agreement.

Milestones:

The DIP Credit Agreement requires the Debtors to, among other
things:

   (i) obtain entry of the Interim Order on or before June 14,
       2016;

  (ii) obtain entry of the Final Order on or before July 14, 2016;

(iii) obtain entry of an order approving bidding procedures
       on or before July 8, 2016;

  (iv) receive binding bids for the consummation of a 363 Sale on
       or before July 11, 2016;

   (v) conduct an auction with respect the Sale Motion on or
       before July 13, 2016;

(vii) conduct a hearing and obtain entry of an order approving
       the sale of the Debtors' assets under the Sale Motion on or
       before July 14, 2016; and

(vii) consummate the Sale by July 15, 2016, in the event that a
       liquidation bid is selected as the highest and best bid,
       and July 22, 2016, in the event that a going-concern bid is

       selected as the highest and best bid.

"The Debtors have an urgent and immediate need to obtain
postpetition financing.  Under the Debtors' prepetition credit
facility, the Debtors do not have sufficient funds on hand or
generated from their business to fund operations.  Without the
postpetition financing and the use of cash collateral that will be
provided under the DIP Credit Agreement and the proposed DIP
Orders, the Debtors would not be able to maintain operations
pending the outcome of an orderly sale process that will maximize
value for all constituents," said Katherine Good, Esq., at
Whiteford, Taylor & Presteon LLC, one of the Debtors' attorneys.
                  
                        About Hastings

Founded in 1968, Hastings is a leading multimedia entertainment
retailer that combines the sale of new and used books, videos,
video games and CDs, apparel, collectibles, kids, licensed
merchandise, consumables, comics, recreation, hobby and consumer
electronics merchandise, with the rental of videos and video games
in a superstore format.  The Company currently operates 123
superstores, averaging approximately 24,000 square feet, primarily
in medium-sized markets throughout the United States.  We also
operate  two concept stores, TRADESMART, located in Littleton,
Colorado and Albuquerque, N.M.

Hastings also operates www.goHastings.com, an e-commerce Internet
web site that makes available to our customers new and used
entertainment products and different, contemporary gifts and toys.
The site features exceptional product and pricing offers.  The
Investor Relations section of its web site contains press releases,
a link to request financial and other literature and access to its
filings with the Securities and Exchange Commission.

                        About SPImages

SP Images, Inc., a Massachusetts corporation, is a full-service
licensed distributor of sports and entertainment products and
apparel headquartered in Franklin, Massachusetts.  SPI specializes
in providing retail partners with an unmatched assortment of
licensed merchandise.  SPI stocks over 20,000 individual items
licensed by Major League Baseball, the National Football League,
the National Hockey League, the National Basketball Association,
Marvel Comics, DC Comics and many more.     

                        About MovieStop

MovieStop, LLC is a value retailer of new and used movies based in
Atlanta, GA.  MovieStop currently operates 39 destination locations
in 10 states, primarily along the Eastern United States Coast.  The
chain was established in 2004 originally operating as a division of
GameStop, and subsequently spun out into a private entity.

Each of Draw Another Circle, LLC, Hastings Entertainment, Inc.,
MovieStop, LLC, SP Images Inc. and Hastings Internet, Inc. filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
D. Del. Case Nos. 16-11452, 16-11453, 16-11454, 16-11455 and
16-11456, respectively) on June 13, 2016.  The petitions were
signed by Joel Weinshanker as manager.

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

As disclosed in Court documents, the Debtors owe BofA approximately
$70 million as of the Petition Date under a prepetition credit
agreement.  The Debtors owe their trade vendors, landords, service
providers and other general unsecured creditors approximately $59
million as of June 8, 2016.  Among the top unsecured creditors are
Universal Studios Home Video which is owed $3.7 million and Fox
Home Entertainment holding a claim of $3.3 million.

Whiteford, Taylor & Preston LLC and Cooley LLP represent the
Debtors as counsel.  The Debtors have engaged RCS Real Estate
Advisors as lease disposition consultant, FTI Consulting as
financial advisor and Rust Consulting/Omni Bankruptcy as claims and
noticing agent.

The cases are pending joint administration before Judge Kevin J.
Carey in the U.S. Bankruptcy Court for the District of Delaware.


HASTINGS ENTERTAINMENT: Joint Administration of Cases Sought
------------------------------------------------------------
Draw Another Circle, LLC and its debtor affiliates asked the
Bankruptcy Court to enter an order directing the joint
administration of their cases under the lead case of Draw Another
Circle, LLC, Case No. 16-11452.  The Debtors said that joint
administration is warranted because (i) their financial affairs and
business operations are closely related, and (ii) joint
administration will ease the administrative burden on the Court and
other parties.

Debtor DAC is the corporate parent of all of the Debtors and the
Debtors share many creditors and parties-in-interest.

"With five affiliated debtors, each with its own case docket,
administering these Cases separately would result in duplicative
pleadings, notices, and orders filed and served upon separate
service lists.  This unnecessary duplication would be costly for
the estates and would not create any counterbalancing benefit for
creditors," said Christopher M. Samis, Esq. at Whiteford, Taylor &
Preston LLC, one of the Debtors' attorneys.

According to Mr. Samis, separate administration would also tax the
estates' administration, diverting valuable resources away from
substantive issues.  In contrast, he noted, joint administration
will permit the Clerk to use a single general docket for each of
the Cases and to combine notices to creditors and other parties-in-
interest of the Debtors' respective estates, eliminating the
confusion and waste that would be caused by separate
administration.

The Debtors maintained that the relief requested is purely
procedural and is not intended to and does not effectuate
substantive consolidation of their estates.

                         About Hastings

Founded in 1968, Hastings is a leading multimedia entertainment
retailer that combines the sale of new and used books, videos,
video games and CDs, apparel, collectibles, kids, licensed
merchandise, consumables, comics, recreation, hobby and consumer
electronics merchandise, with the rental of videos and video games
in a superstore format.  The Company currently operates 123
superstores, averaging approximately 24,000 square feet, primarily
in medium-sized markets throughout the United States.  We also
operate  two concept stores, TRADESMART, located in Littleton,
Colorado and Albuquerque, N.M.

Hastings also operates www.goHastings.com, an e-commerce Internet
web site that makes available to our customers new and used
entertainment products and different, contemporary gifts and toys.
The site features exceptional product and pricing offers.  The
Investor Relations section of its web site contains press releases,
a link to request financial and other literature and access to its
filings with the Securities and Exchange Commission.

                        About SPImages

SP Images, Inc., a Massachusetts corporation, is a full-service
licensed distributor of sports and entertainment products and
apparel headquartered in Franklin, Massachusetts.  SPI specializes
in providing retail partners with an unmatched assortment of
licensed merchandise.  SPI stocks over 20,000 individual items
licensed by Major League Baseball, the National Football League,
the National Hockey League, the National Basketball Association,
Marvel Comics, DC Comics and many more.     

                        About MovieStop

MovieStop, LLC is a value retailer of new and used movies based in
Atlanta, GA.  MovieStop currently operates 39 destination locations
in 10 states, primarily along the Eastern United States Coast.  The
chain was established in 2004 originally operating as a division of
GameStop, and subsequently spun out into a private entity.

Each of Draw Another Circle, LLC, Hastings Entertainment, Inc.,
MovieStop, LLC, SP Images Inc. and Hastings Internet, Inc. filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
D. Del. Case Nos. 16-11452, 16-11453, 16-11454, 16-11455 and
16-11456, respectively) on June 13, 2016.  The petitions were
signed by Joel Weinshanker as manager.

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

As disclosed in Court documents, the Debtors owe BofA approximately
$70 million as of the Petition Date under a prepetition credit
agreement.  The Debtors owe their trade vendors, landords, service
providers and other general unsecured creditors approximately $59
million as of June 8, 2016.  Among the top unsecured creditors are
Universal Studios Home Video which is owed $3.7 million and Fox
Home Entertainment holding a claim of $3.3 million.

Whiteford, Taylor & Preston LLC and Cooley LLP represent the
Debtors as counsel.  The Debtors have engaged RCS Real Estate
Advisors as lease disposition consultant, FTI Consulting as
financial advisor and Rust Consulting/Omni Bankruptcy as claims and
noticing agent.

The cases are pending joint administration before Judge Kevin J.
Carey in the U.S. Bankruptcy Court for the District of Delaware.


HASTINGS ENTERTAINMENT: Proposes Rust/Omni as Claims Agent
----------------------------------------------------------
Draw Another Circle, LLC and its debtor affiliates seek permission
from the Bankruptcy Court to appoint Rust Consulting/Omni
Bankruptcy as the claims and noticing agent in order to assume full
responsibility for the distribution of notices and the maintenance,
processing and docketing of proofs of claim filed in their cases.

Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be in excess of
1,000 entities to be noticed.  In view of the number of anticipated
claimants and the complexity of their businesses, the Debtors
assert that the appointment of a Claims and Noticing Agent is both
necessary and in the best interests of both their estates and their
creditors.

The Debtors maintained that by appointing Rust/Omni as the Claims
and Noticing Agent in these Cases, the distribution of notices and
the processing of claims will be expedited, and the Clerk's office
will be relieved of the administrative burden of processing what
may be an overwhelming number of claims.

Rust/Omni's hourly rates for standard and custom services are:

       Clerical Support                 $26.25 - $37.50
       Project Specialists              $48.75 - $63.75
       Project Supervisors              $63.75 - $78.75
       Consultants                      $78.75 - $105
       Technology/Programming           $82.50 - $123.75
       Senior Consultants               $131.25 - $146.25
       Equity Services                  $168.75

The Debtors request that the undisputed fees and expenses
incurred by Rust/Omni in the performance of the services be treated
as administrative expenses of their estates and be paid in the
ordinary course of business without further application to or order
of the Court.

Prior to the Petition Date, the Debtors provided Rust/Omni a
retainer in the amount of $20,000.  Rust/Omni seeks to first apply
the retainer to all pre-petition invoices, and thereafter, to have
the retainer replenished to the original retainer amount, and
thereafter, to hold the retainer under the Engagement Agreement
during the Cases as security for the payment of fees and expenses
incurred under the Engagement Agreement.

Rust/Omni represents it is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code with respect to
the matters upon which it is to be engaged.

                           About Hastings

Founded in 1968, Hastings is a leading multimedia entertainment
retailer that combines the sale of new and used books, videos,
video games and CDs, apparel, collectibles, kids, licensed
merchandise, consumables, comics, recreation, hobby and consumer
electronics merchandise, with the rental of videos and video games
in a superstore format.  The Company currently operates 123
superstores, averaging approximately 24,000 square feet, primarily
in medium-sized markets throughout the United States.  We also
operate  two concept stores, TRADESMART, located in Littleton,
Colorado and Albuquerque, N.M.

Hastings also operates www.goHastings.com, an e-commerce Internet
web site that makes available to our customers new and used
entertainment products and different, contemporary gifts and toys.
The site features exceptional product and pricing offers.  The
Investor Relations section of its web site contains press releases,
a link to request financial and other literature and access to its
filings with the Securities and Exchange Commission.

                        About SPImages

SP Images, Inc., a Massachusetts corporation, is a full-service
licensed distributor of sports and entertainment products and
apparel headquartered in Franklin, Massachusetts.  SPI specializes
in providing retail partners with an unmatched assortment of
licensed merchandise.  SPI stocks over 20,000 individual items
licensed by Major League Baseball, the National Football League,
the National Hockey League, the National Basketball Association,
Marvel Comics, DC Comics and many more.     

                        About MovieStop

MovieStop, LLC is a value retailer of new and used movies based in
Atlanta, GA.  MovieStop currently operates 39 destination locations
in 10 states, primarily along the Eastern United States Coast.  The
chain was established in 2004 originally operating as a division of
GameStop, and subsequently spun out into a private entity.

Each of Draw Another Circle, LLC, Hastings Entertainment, Inc.,
MovieStop, LLC, SP Images Inc. and Hastings Internet, Inc. filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
D. Del. Case Nos. 16-11452, 16-11453, 16-11454, 16-11455 and
16-11456, respectively) on June 13, 2016.  The petitions were
signed by Joel Weinshanker as manager.

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

As disclosed in Court documents, the Debtors owe BofA approximately
$70 million as of the Petition Date under a prepetition credit
agreement.  The Debtors owe their trade vendors, landords, service
providers and other general unsecured creditors approximately $59
million as of June 8, 2016.  Among the top unsecured creditors are
Universal Studios Home Video which is owed $3.7 million and Fox
Home Entertainment holding a claim of $3.3 million.

Whiteford, Taylor & Preston LLC and Cooley LLP represent the
Debtors as counsel.  The Debtors have engaged RCS Real Estate
Advisors as lease disposition consultant, FTI Consulting as
financial advisor and Rust Consulting/Omni Bankruptcy as claims and
noticing agent.

The cases are pending joint administration before Judge Kevin J.
Carey in the U.S. Bankruptcy Court for the District of Delaware.


HASTINGS ENTERTAINMENT: Seeks 30-Day Extension to File Schedules
----------------------------------------------------------------
Draw Another Circle, LLC, and its debtor affiliates asked the
Bankruptcy Court to extend the time within which they must file
their schedules of assets and liabilities and statements of
financial affairs through and including the earlier of (i) Aug. 12,
2016, or (ii) the bid deadline.  The Debtors had requested in a
separate motion that the Court establish July 11, 2016, at 4:00
p.m. (Eastern Time) as the deadline for the submission of bids.

"Given the size and complexity of the Debtors' operations, and
taking into account that there are five separate Debtor entities, a
significant amount of information must be accumulated, reviewed,
and analyzed to properly prepare the Schedules and Statements.  The
Debtors and their professionals have been consumed with a
multitude of critical administrative and operational decisions
arising in conjunction with the commencement and early
administration of these Cases, including preparing for the Debtors'
entry into chapter 11 and addressing multiple critical operational
and strategic matters.  In addition, the Debtors have prepared and
filed a number of motions and applications to ensure that the
Debtors successfully prosecute these Cases in a timely and
efficient manner," said Christopher M. Samis, Esq., at Whiteford,
Taylor & Preston LLC, one of the Debtors' attorneys.

Moreover, he maintained, due to the complexity of the Debtors'
businesses, compiling and consolidating the data required for the
Schedules and Statements presents a complex and time-consuming
task.  Although the Debtors and their professionals have been
working diligently on completing the Schedules and Statements as
early as possible, it will be impossible to complete this
undertaking prior to the expiration of the July 13, 2016, initial
deadline.

                        About Hastings

Founded in 1968, Hastings is a leading multimedia entertainment
retailer that combines the sale of new and used books, videos,
video games and CDs, apparel, collectibles, kids, licensed
merchandise, consumables, comics, recreation, hobby and consumer
electronics merchandise, with the rental of videos and video games
in a superstore format.  The Company currently operates 123
superstores, averaging approximately 24,000 square feet, primarily
in medium-sized markets throughout the United States.  We also
operate  two concept stores, TRADESMART, located in Littleton,
Colorado and Albuquerque, N.M.

Hastings also operates www.goHastings.com, an e-commerce Internet
web site that makes available to our customers new and used
entertainment products and different, contemporary gifts and toys.
The site features exceptional product and pricing offers.  The
Investor Relations section of its web site contains press releases,
a link to request financial and other literature and access to its
filings with the Securities and Exchange Commission.

                        About SPImages

SP Images, Inc., a Massachusetts corporation, is a full-service
licensed distributor of sports and entertainment products and
apparel headquartered in Franklin, Massachusetts.  SPI specializes
in providing retail partners with an unmatched assortment of
licensed merchandise.  SPI stocks over 20,000 individual items
licensed by Major League Baseball, the National Football League,
the National Hockey League, the National Basketball Association,
Marvel Comics, DC Comics and many more.     

                        About MovieStop

MovieStop, LLC is a value retailer of new and used movies based in
Atlanta, GA.  MovieStop currently operates 39 destination locations
in 10 states, primarily along the Eastern United States Coast.  The
chain was established in 2004 originally operating as a division of
GameStop, and subsequently spun out into a private entity.

Each of Draw Another Circle, LLC, Hastings Entertainment, Inc.,
MovieStop, LLC, SP Images Inc. and Hastings Internet, Inc. filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
D. Del. Case Nos. 16-11452, 16-11453, 16-11454, 16-11455 and
16-11456, respectively) on June 13, 2016.  The petitions were
signed by Joel Weinshanker as manager.

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

As disclosed in Court documents, the Debtors owe BofA approximately
$70 million as of the Petition Date under a prepetition credit
agreement.  The Debtors owe their trade vendors, landords, service
providers and other general unsecured creditors approximately $59
million as of June 8, 2016.  Among the top unsecured creditors are
Universal Studios Home Video which is owed $3.7 million and Fox
Home Entertainment holding a claim of $3.3 million.

Whiteford, Taylor & Preston LLC and Cooley LLP represent the
Debtors as counsel.  The Debtors have engaged RCS Real Estate
Advisors as lease disposition consultant, FTI Consulting as
financial advisor and Rust Consulting/Omni Bankruptcy as claims and
noticing agent.

The cases are pending joint administration before Judge Kevin J.
Carey in the U.S. Bankruptcy Court for the District of Delaware.


HASTINGS ENTERTAINMENT: To Continue Closing Sales at 40 Stores
--------------------------------------------------------------
Draw Another Circle, LLC and its debtor affiliates seek authority
from the Bankruptcy Court (i) to continue store-closing or
similar-themed sales in certain of their retail stores; and (ii)
assume a Letter Agreement Re: Store Closing Sales, dated as of May
12, 2016, and amended and restated on June 2, 2016, by and between
Gordon Brothers Retail Partners, LLC, on the one hand, and
MovieStop, LLC, on the other hand.

With assistance from their financial advisor FTI Consulting, Inc.,
the Debtors conducted an analysis of the performance, sales, and
profitability of all of the retail stores across the Hastings and
MovieStop brands.  Ultimately, the Debtors determined that
commencing the closing sales of the 40 MovieStop Stores was the
best way under the circumstances to maximize the value of the
Debtors' businesses and assets for their estates and creditors.

The Debtors selected Gordon Brothers to conduct the Store Closing
Sales and determined to liquidate the merchandise and certain
furnishings, trade fixtures, equipment, and improvements to real
property at the respective Closing Stores in accordance with the
terms of the Agreement and the Sale Guidelines.

The Store Closing Sales commenced on May 14, 2016, and will
terminate on July 31, 2016.  MovieStop, as merchant, and the Agent
may mutually agree to terminate or extend the Sale Termination Date
at any store.

The Debtors seek to assume the Agreement so that they may leverage
the experience and resources of the Agent in performing large-scale
liquidations while retaining control over the sale process, which
the Debtors believe will provide the maximum value to their estates
and creditors.  Specifically, the Debtors have agreed to remit all
proceeds from the Store Closing Sales to the DIP Agent for payment
of the Debtors' secured obligations in accordance with the terms
and conditions of the DIP Facility.

"If the Store Closing Sales are interrupted and not permitted to go
forward on an interim basis, and the Agreement is not ultimately
assumed, the Debtors' estates would lose the benefit of the efforts
that have already been expended by the Agent in commencing the
Store Closing Sales.  Any delay in conducting the Store Closing
Sales would result in the loss of the value thus far achieved and
in increased administrative expenses, including, but not limited
to, additional rent payments in respect of the Closing Stores
resulting from the delay," said Christopher M. Samis, Esq., at
Whiteford, Taylor & Preston LLC, one of the Debtors' attorneys.

MovieStop will pay Agent a fee for the sale of Merchandise equal to
2.0% of the gross proceeds of all sales of Merchandise.  The Agent
will also earn a commission of 20% on the sale of any FF&E.  The
Merchant will pay for all GBRP controlled expenses of the Store
Closing Sales.  The Debtors funded to Agent an advance payment of
expenses in the amount of $200,000 in the aggregate to be applied
to GBRP Controlled Expenses as incurred.  Any portion of the
advance not used to pay GBRP Controlled Expenses of the Store
Closing Sales will be returned to Merchant at the Final
Reconciliation.

Upon the sale of the Merchandise and FF&E and the wind-up of the
Closing Stores, the Debtors expect to realize an immediate benefit
in terms of reducing their secured obligations in accordance with
the terms of the DIP Facility, as well as ultimately reducing
occupancy costs in connection with the wind down of the Closing
Stores.

The Debtors and Agent acknowledge, however, that not all of the
Merchandise and the FF&E at the Closing Stores may be sold,
transferred, or otherwise disposed of by the Agent.  Accordingly,
in the event that the Agent is unable to sell or otherwise dispose
of any Merchandise or FF&E following the Store Closing Sales and
exercises the Agent's right to abandon FF&E to the Debtors, or the
Debtors determine that the costs associated with holding, storing,
insuring, or selling any Merchandise or FF&E exceed the proceeds
that will be realized upon its sale, or that such Merchandise is
not sellable at all, it may be costly and burdensome to the
Debtors' estates to retain such Merchandise or FF&E once it has
been abandoned by the Agent.  Thus, to the extent that the Agent
does not sell any Merchandise or FF&E, the Debtors request that
they be authorized upon the conclusion of the Store Closing Sales
to abandon the same, without incurring any liability to any person
or entity in order to maximize the value of their assets and to
minimize the costs to their estates.

                          About Hastings

Founded in 1968, Hastings is a leading multimedia entertainment
retailer that combines the sale of new and used books, videos,
video games and CDs, apparel, collectibles, kids, licensed
merchandise, consumables, comics, recreation, hobby and consumer
electronics merchandise, with the rental of videos and video games
in a superstore format.  The Company currently operates 123
superstores, averaging approximately 24,000 square feet, primarily
in medium-sized markets throughout the United States.  We also
operate  two concept stores, TRADESMART, located in Littleton,
Colorado and Albuquerque, N.M.

Hastings also operates www.goHastings.com, an e-commerce Internet
web site that makes available to our customers new and used
entertainment products and different, contemporary gifts and toys.
The site features exceptional product and pricing offers.  The
Investor Relations section of its web site contains press releases,
a link to request financial and other literature and access to its
filings with the Securities and Exchange Commission.

                        About SPImages

SP Images, Inc., a Massachusetts corporation, is a full-service
licensed distributor of sports and entertainment products and
apparel headquartered in Franklin, Massachusetts.  SPI specializes
in providing retail partners with an unmatched assortment of
licensed merchandise.  SPI stocks over 20,000 individual items
licensed by Major League Baseball, the National Football League,
the National Hockey League, the National Basketball Association,
Marvel Comics, DC Comics and many more.     

                        About MovieStop

MovieStop, LLC is a value retailer of new and used movies based in
Atlanta, GA.  MovieStop currently operates 39 destination locations
in 10 states, primarily along the Eastern United States Coast.  The
chain was established in 2004 originally operating as a division of
GameStop, and subsequently spun out into a private entity.

Each of Draw Another Circle, LLC, Hastings Entertainment, Inc.,
MovieStop, LLC, SP Images Inc. and Hastings Internet, Inc. filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
D. Del. Case Nos. 16-11452, 16-11453, 16-11454, 16-11455 and
16-11456, respectively) on June 13, 2016.  The petitions were
signed by Joel Weinshanker as manager.

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

As disclosed in Court documents, the Debtors owe BofA approximately
$70 million as of the Petition Date under a prepetition credit
agreement.  The Debtors owe their trade vendors, landords, service
providers and other general unsecured creditors approximately $59
million as of June 8, 2016.  Among the top unsecured creditors are
Universal Studios Home Video which is owed $3.7 million and Fox
Home Entertainment holding a claim of $3.3 million.

Whiteford, Taylor & Preston LLC and Cooley LLP represent the
Debtors as counsel.  The Debtors have engaged RCS Real Estate
Advisors as lease disposition consultant, FTI Consulting as
financial advisor and Rust Consulting/Omni Bankruptcy as claims and
noticing agent.

The cases are pending joint administration before Judge Kevin J.
Carey in the U.S. Bankruptcy Court for the District of Delaware.


HOSPITAL AUDIENCES: Hires Citrin Cooperman as Accountants
---------------------------------------------------------
Hospital Audiences, Inc., d/b/a Healing Arts Initiative, and its
debtor-affiliates seek permission from the U.S. Bankruptcy Court
for the Eastern District of New York to employ Citrin Cooperman &
Co., LLP as accountants to the Debtors.

HAI is the owner of certain theft insurance policy with Travelers
Insurance Company.

From 2012 to 2015, HAI's former accountant, along with certain
co-conspirators, stole in excess of $750,000 from HAI's coffers.
The theft was discovered by a former executive director on or
around August 18, 2015.

On April 22, 2016, the Debtors submitted a comprehensive report to
Travelers documents the loss and in support of the insurance
claim.

Citrin Cooperman was employed by HAI pre-petition and performed an
analysis of the insurance claim against the Travelers policy.
Citrin Cooperman has specific knowledge related to the theft and
claim that the Debtors believe are critical to the successful
prosecution of the claim.

Citrin Cooperman has provided accounting services to debtors in
other bankruptcy cases and is well qualified to do so throughout
the duration of the Debtors' chapter 11 cases

Citrin Cooperman has indicated its willingness to serve as
accountants to the Debtors herein and to receive compensation on an
hourly basis, subject to the approval of the Court.

As of Petition Date, Citrin Cooperman was owed approximately
$30,000 by the Debtors with respect to prepetition accounting
services.

James Lynch, CPA at the accounting firm of Citrin Cooperman & Co.,
LLP, assured the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.

Citrin Cooperman may be reached at:

         James Lynch, CPA
         Citrin Cooperman & Co., LLP
         595 Fifth Avenue
         New York, NY 10017    
         Tel: (212)697-1000
         E-mail: jlynch@citrincooperman.com

                      About Hospital Audiences

Hospital Audiences, Inc. sought protection under Chapter 11 of the
Bankruptcy Code in the Eastern District of New York (Brooklyn)
(Case No. 16-42119) on May 16, 2016. The petition was signed by Ken
Berger, acting executive director.

The Debtor is represented by Fred Stevens, Esq., at KlestadtWinters
Jureller Southard & Stevens, LLP. The case is assigned to Judge
Carla E. Craig.

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


HOSPITAL AUDIENCES: Hires Klestadt Winters as Counsel
-----------------------------------------------------
Hospital Audiences, Inc., d/b/a Healing Arts Initiative, and its
debtor-affiliates seek permission from the U.S. Bankruptcy Court
for the Eastern District of New York to retain Klestadt Winters
Jureller Southard & Stevens, LLC as counsel to the Debtors, nunc
pro tunc to May 16, 2016.

The Debtors require Klestadt Winters to:

     a. advise the Debtors with respect to their rights, powers and
duties as debtors and debtors-in-possession in the continued
management and operation of their business and assets;

     b. attend meetings and negotiate with the Committee,
governmental authorities, and representatives of creditors and
other parties in interest and advise and consult on the conduct of
the case including all of the legal and administrative requirements
operating under chapter 11;

     c. take all necessary action to protect and preserve the
Debtors' estates, including prosecution of actions on behalf of the
Debtors, the defence of any actions commenced against the estate,
negotiations concerning litigation in which the Debtors may be
involved and objections to claims filed against the estates;

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

     e. assist the Debtors in analysis and negotiations with any
third party concerning matters related to the realisation by
creditors of a recovery on claims and other means of realising
value;

     f. represent the Debtors at all hearings and other
proceedings;

     g. assist the Debtors in analysis of matters relating to that
legal rights and obligations of the Debtors with respect to various
agreements and applicable laws;

     h. review and analyse all applications,orders, statements, and
schedules filed with the Court and advise the Debtors as to their
propriety;

     i. assist the Debtors in preparing pleadings and applications
as may be necessary in furtherance of the Debtors' interests and
objectives;

     j. assist and advise the Debtors with regard to communications
to the Committee, governmental authorities, and general creditor
body regarding any proposed chapter 11 plan or other significant
matters in the chapter 11 cases;

     k. assist the Debtors with respect to consideration by the
Court of any disclosure statement or plan prepared or filed
pursuant to 1125 0r 1121 of the Bankruptcy Code and taking any
necessary action on behalf of the Debtors to obtain confirmation of
such plan;

     l. perform other legal services as may be required and/or
deemed to be in the interest of the Debtors in accordance with
their powers and duties as set forth in the Bankruptcy Code.

Klestadt Winters will be paid at these hourly rates:

     Fred Stevens                  $550
     Partners                      $475-$675
     Associates                    $250-$375
     Paralegals                    $150

On May 12, 2016, Klestadt Winters received a $15,000 retainer from
the Debtors.

Klestadt Winters will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Fred Stevens, partner at the firm of Klestadt Winters Jureller
Southard & Stevens, LLC, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.

Klestadt Winters may be reached at:

     Fred Stevens, Esq.
     Klestadt Winters Jureller Southard & Stevens, LLC
     200 West 41st Street
     New York, NY 10036-7203
     Telephone: (212)972-3000
     Facsimile: (212)972-2245
     E-mail: fstevens@klestadt.com

                 About Hospital Audiences



Hospital Audiences, Inc. sought protection under Chapter 11
of the Bankruptcy Code in the Eastern District of New York
(Brooklyn) (Case No. 16-42119) on May 16, 2016. The petition was
signed by Ken Berger, acting executive director.



The Debtor is represented by Fred Stevens, Esq., at
Klestadt
Winters Jureller Southard & Stevens, LLP. The case is
assigned to Judge Carla E. Craig.



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


INSTITUTE OF CARDIOVASCULAR: U.S. Trustee to Appoint PCO
--------------------------------------------------------
U.S. Bankruptcy Judge Jerry Funk has directed the U.S. Trustee to
appoint a Patient Care Ombudsman for the Chapter 11 case of
Institute of Cardiovascular Excellence, PLLC.

                About Institute of Cardiovascular

Institute of Cardiovascular Excellence, PLLC, based in Ocala,
Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
16-01491) on April 20, 2016.  Aaron A Wernick, Esq., at Furr &
Cohen, PA, serves as counsel to the Debtor.  In its petition, the
Debtor estimated $0 to $50,000 in assets and $10 million to $50
million in liabilities.  The petition was signed by Asad Qamar,
manager.


JACK DEMPSEYS: Unsecured Creditors to Recoup 5% Under Plan
----------------------------------------------------------
Jack Dempsey's Inc., filed with the U.S. Bankruptcy Court for the
District of Connecticut, Bridgeport Division, a third amended plan
of reorganization and accompanying disclosure statement proposing
to pay holders of general unsecured claims 5% of their allowed
claims over 60 months with interest paid at the Prime Rate plus
3%.

The Debtor has and/or will seek a determination form the Court as
to the secured status of liens filed against 170 Oronoque.  The
Debtor believes, on account of those determinations, the lien of
FNMA will be reduced and the liens of subordinate creditors will be
removed, drastically improving cash flow.  The Debtor will use cash
on hand, the collection of accounts receivable, future revenue,
borrowings and/or equity contributions to satisfy its obligations
under the Plan.

Specifically, the Debtor will also continue to pursue its plan of
development with respect to 170 Oronoque and/or seek to sell the
property to a developer.  The Debtor will also collect debts due
from affiliates (Yellow Rose, Inc., which owes the Debtor
approximately $65,000, and GC, Inc., which owes the Debtor
approximately $10,000) to assist with funding the Plan.  In this
regard, Yellow Rose, Inc. has agreed to commence payment of $2,000
per month beginning September 1, 2016 toward the amount owed by it
to the Debtor; GC, Inc. has agreed to pay the amount it owes on
entry of a Confirmation Order.

Further, the Debtor's equity holder will make cash contribution of
$15,000 to cover plan payments, operating losses or extraordinary
costs incurred by the Debtor under the Plan on the Effective Date.
Julia Kish, who holds 100% of the equity interests of the Debtor,
will use income from outside sources to fund this payment.  Ms.
Kish will continue to manage the Debtor.

A full-text copy of the Disclosure Statement dated June 6, 2016, is
available at http://bankrupt.com/misc/ctb15-50555-149.pdf

Jack Dempsey's Inc. (Bankr. D. Conn., Case No. 15-50555) filed a
Chapter 11 Petition on April 24, 2015.  The Debtor is the owner of
170 Oronoque Lane, Stratford, Connecticut, a single-family home
that is currently rented to a tenant.  The Debtor is also the
tenant and sub-landlord with respect to property located at 520
Success Avenue, Stratford, Connecticut, that is currently leased to
Blue Star Construction, LLC.

The bankruptcy case is assigned to Judge Alan H.W. Shiff.

The Debtor's Counsel is Jeffrey M. Sklarz, Esq., at Green & Sklarz
LLC, in New Haven, Connecticut.

The Debtor has $100,000 to $500,000 estimated assets and $1 million
to $10 million estimated liabilities.

The petition was signed by Julia Kish, president.

A list of the Debtor's six largest unsecured creditors is available
for free at http://bankrupt.com/misc/ctb15-50555.pdf


JAMES A. CRIPE: Court Denies Approval of Disclosure Statement
-------------------------------------------------------------
Judge Thomas P. Agresti of the U.S. Bankruptcy Court for the
Western District of Pennsylvania, for reasons stated on the record
at the June 2, 2016 hearing, denied approval of the disclosure
statement explaining James A. Cripe's plan.  Judge Agresti said a
new schedule for filing the fourth amended plan documents will be
set following the mediation.

James A. Cripe (Bankr. W.D. Pa. Case No. 15-10070) filed a Chapter
11 Petition on January 21, 2015.


JOHNSON MEMORIAL: PCO Reports No Complaints on Quality of Care
--------------------------------------------------------------
Nancy Shaffer, as the Connecticut Long-Term Care Ombudsman and the
Patient Care Ombudsman appointed for Johnson Memorial Medical
Center, Inc., has submitted a report regarding the quality of
patient care provided to residents.

The Patient Care Ombudsman and her representative continue to
monitor the care and services provided to residents of Evergreen
Health Care Center.  Since last report the census has remained
relatively stable and staffing levels have also been stable.  There
are no vacant staff positions at this time.  A new Director of
Nursing begins her post in June.  As mandated by Department of
Public Health, a nurse consultant remains in the home to monitor
the transition to the new business entity.  This will end during
the month of June.

There have not been any complaints from residents or their
representatives lodged with the Long-Term Care Ombudsman Program
during the past 60 days.

                   About Johnson Medical Center

Stafford Springs, Conn.-based Johnson Memorial Medical Center is
the parent company of Johnson Memorial Hospital in Stafford,
Connecticut.

Johnson Memorial Medical Center, Inc., and five of its subsidiaries
each filed a Chapter 11 bankruptcy petition (Bankr. Conn. Proposed
Lead Case No. 16-20056) on Jan. 14, 2015. The petitions were signed
by Patrick Mahon as Chairman. The Debtors estimated asets in the
range of $1 million to $10 million and estimated liabilities in the
range of $10 million to $50 million.

The Debtors have hired Reid & Reige P.C. as counsel.  Judge Albert
S. Dabrowski has been assigned the cases.


JOSEPH SATIRA: Ch.11 Plan Pays Unsecured Creditors in 5 Years
-------------------------------------------------------------
Joseph Satira filed with the U.S. Bankruptcy Court for the Western
District of Pennsylvania an amended plan of reorganization and an
explanatory disclosure statement under which general unsecured
creditors will be paid $5,126 or 100% of their claims over a 60
month period.

Joseph Satira (Bankr. W.D. Penn. Case No. 15-24221) filed a Chapter
11 Petition on November 18, 2015.  The Debtor is the owner of two
commercial properties in Munhall, Pennsylvania. The Debtor rents
space in these properties to tenants and also uses part of the
space for his own barber shop business at which he works.

A full-text copy of the Disclosure Statement dated June 6, 2016, is
available at http://bankrupt.com/misc/pawb15-24221-69.pdf

The Debtor is represented by:

          Christopher M. Frye, Esq.
          LAW OFFICES OF STEIDL AND STEINBERG
          Gulf Tower, Suite 2830
          707 Grant Street
          Pittsburgh, PA 15219
          Tel: 412-391-8000
          Email: chris.frye@steidl-steinberg.com


KAROBO INC: Hires 1st American Realty Group as Realtor
------------------------------------------------------
Karobo, Inc., seeks authorization from the U.S. Bankruptcy Court
for the District of New Jersey to employ 1st American Realty Group
as Realtor.

The primary asset of the debtor is real estate which must be
liquidated to provide funds for the payment of secured creditors
and to finance the reorganization plan.

The Debtor requires the Realtor to secure a purchaser for the real
estate.

The parties' prepetition listing agreement provides the realtor
with a commission of 5% of the sales price.

Donald D'Amato, member of 1st American Realty Group, 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.

1st American Realty Group may be reached at:

      Donald D'Amato
      1st American Realty Group
      700 Route 130, Suite 108
      Cinnaminson, NJ 08077
      Telephone: (856)235-0700

Karobo, Inc. filed a Chapter 11 petition (Bankr. D.N.J. Case No.
16-16443) on April 4, 2016, and is represented by Peter Petrou,
Esq. -- Pete@PetrouLaw.com


KAROBO INC: Hires Harry J. Lufft as Accountant
----------------------------------------------
Karobo, Inc., seeks authorization from the U.S. Bankruptcy Court
for the District of New Jersey to employ Harry J. Lufft as
Accountant.

Harry J. Lufft has served as the accountant for the Debtor for many
years, and is on possession of all previously filed tax returns and
related financial documents.

The Debtor requires Harry J. Lufft to prepare financial reports,
tax and related governmental filings, and other services
traditionally provided by an accountant.

Harry J. Lufft will be paid $150 per hour.

Harry J. Lufft, CPA, assured the Court that he is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.

Harry J. Lufft may be reached at:

        Harry J. Lufft
        21 Musiker Road
        Randolph, NJ 07869
        Tel: (973)895-3800
        E-mail: harry07869@yahoo.com

Karobo, Inc. filed a Chapter 11 petition (Bankr. D.N.J. Case No.
16-16443) on April 4, 2016, and is represented by Peter Petrou,
Esq. -- Pete@PetrouLaw.com


KAROBO INC: Hires Peter Petrou as Attorney
------------------------------------------
Karobo, Inc., seeks authorization from the U.S. Bankruptcy Court
for the District of New Jersey to employ Peter Petrou as Attorney
for Debtor-in-possession.

The Debtor requires Mr. Petrou to represent in this chapter 11
case, including all necessary court appearances, research,
preparation and drafting of pleadings and other negotiations and
legal advice, including representation in the proposed sale of
Debtor’s real estate.

Mr. Petrou will be compensated at his regular hourly rate of $400
per hour.

Mr. Petrou 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.

Peter Petrou, Esq. can be reached at:
  
          Peter Petrou, Esq.
          4 Century Drive, 3rd Floor
          Parsippany, NJ 07054
          Tel: 973-292-0202

Karobo, Inc. filed for Chapter 11 petition (Bankr. D.N.J. Case No.
16-16443) on April 4, 2016.


KENNAMETAL INC: Egan-Jones Cuts FC Sr. Unsec. Rating to BB+
-----------------------------------------------------------
Egan-Jones Ratings Company downgraded the foreign currency senior
unsecured rating on debt issued by Kennametal Inc. to BB+ from BBB
on May 17, 2016.

Kennametal is a supplier of tooling and industrial materials
founded in 1938 by Philip M. McKenna in the Latrobe, Pennsylvania
area.


KEVIN CHRISTOPHER GLEASON: Plan Earmarks $25,000 for Unsecureds
---------------------------------------------------------------
General unsecured creditors of Kevin Christopher Gleason will
receive a pro rata distribution from a fund of $25,000 resulting
from the sale of Gleason's homestead property, according to the
Debtor's plan of reorganization and explanatory disclosure
statement filed with the U.S. Bankruptcy Court for the Southern
District of Florida, Fort Lauderdale Division, on June 6, 2016.

A full-text copy of the Disclosure Statement dated June 6, 2016, is
available at http://bankrupt.com/misc/flsb16-10001-78.pdf

Kevin Christopher Gleason (Bankr. S.D. Fla. Case No. 16-10001)
filed a Chapter 11 Petition on January 1, 2016.  The Debtor is an
attorney who was admitted to practice in 1982 in the Commonwealth
of Pennsylvania, and in 1983 in Florida and New Jersey.  The Debtor
is no longer an active member of the bars in Pennsylvania and New
Jersey.


KEVIN SMITH: Plan Pays $266,500 to Unsecured Creditors in 20 Yrs
----------------------------------------------------------------
Kevin Smith and Susan Smith filed with the U.S. Bankruptcy for the
Northern District of Illinois, Eastern Division, an amended Chapter
11 plan of reorganization and accompanying disclosure statement
under which holders of general unsecured claims will be paid, pro
rata, a total of $266,500, to be paid $15,000 on the Effective Date
and $12,575 per year, in quarterly installments, for the following
20 years.

A full-text copy of the Disclosure Statement dated June 6, 2016, is
available at http://bankrupt.com/misc/pawb15-24221-69.pdf

Kevin Smith and Susan Smith (Bankr. N.D. Ill. Case No. 15-28256)
filed a Chapter 11 Petition on August 18, 2015.  Kevin Smith is an
individual resident of Will County who is employed as Director,
Systems Implementation & Consulting at Loyola University Chicago.
Susan Smith is employed as a Teacher at Minooka Community High
School.  No creditors committee has been formed in this case.


KID BRANDS: Creditors' Panel Hires Gellert Scali as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Kid Brands, Inc.,
et al., seeks authorization from the U.S. Bankruptcy Court for the
District of New Jersey to retain Gellert Scali Busenkell & Brown,
LLC as local special counsel..

The Committee requires Gellert Scali to:

     a. assist and advise the Committee to analyze, prosecute,
and/or settle Avoidance Actions;

     b. represent the Committee at hearings to be held before this
Court concerning Avoidance Action and communicating with the
Committee regarding the matters heard and the issue raised as well
as the decisions and considerations of this Court;

     c. review and analyze pleadings, orders, schedules, and other
documents file and to be filed with this Court concerning Avoidance
Actions; and consent or object to pleadings or orders on behalf of
the Committee concerning Avoidance Actions, as appropriate;

     d. assist the Committee in preparing such applications,
motions, memoranda, proposed orders, and other pleadings as may be
required in support of positions taken by the Committee concerning
Avoidance Actions,including all trial preparation as may be
necessary;

     e. confer with the professionals retained by the Committee and
other parties-in-interest concerning Avoidance Actions, as well as
with such other professionals as may be selected and employed by
the Committee;

     f. coordinate the receipt and dissemination of information
prepared by and received from the Committee’s professionals, as
well as such information as may be received from professionals
engaged by the Committee or other parties-in-interest in these
cases;

     g. assist the Committee generally in performing such other
services as may be desirable or required for the discharge of the
Committee’s duties concerning Avoidance Actions pursuant to
Bankruptcy Code Section 1103.

Gellert Scali will be paid at these hourly rates:

       Ronald S. Gellert               $375
       Bryan M. Keilson                $325
       
Other attorneys and paralegals will from time to time provide
services to the Committee.  Attorneys rates are $250-$475 per hour
and paraprofessionals rates are $75 to $150 per hour.

Ronald Gellert, Esq., member of the law firm Gellert Scali
Busenkell & Brown, LLC, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.

GSBB may be reached at:

       Ronald Gellert
       Gellert Scali Busenkell & Brown, LLC
       1201 N. Orange Street, Suite 300
       Wilmington, DE 19801
       Tel: 302-425-5806
       Fax: 302-425-5814
       E-mail: rgellert@gsbblaw.com

                   About Kid Brands

Based in Rutherford, New Jersey, Kid Brands, Inc., is a designer,
importer, marketer, and distributor of infant and juvenile consumer
products.  Its operating subsidiaries consist of Kids Line, LLC,
CoCaLo, Inc., Sassy, Inc., and LaJobi, Inc.

Citing their inability to raise capital due to contingent
liabilities and operational issues, Kid Brands and six of its U.S.
subsidiaries each filed a voluntary petition (Bankr. D.N.J. Lead
Case No. 14-22582) on June 18, 2014.  The Court approved the
joint administration of their cases.  Kid Brands Inc. disclosed
$921,358 in assets and $47,947,589 in liabilities as of the Chapter
11 filing.

Judge Donald H. Steckroth presides over the cases.  Lowenstein
Sandler LLP represents the Debtors in their restructuring effort.
PricewaterhouseCoopers LLP is the Debtors' financial advisor, and
GRL Capital Advisors acts as restructuring advisors.  GRL's Glenn
Langberg is the Debtors' chief restructuring officer.  Rust
Consulting/Omni Bankruptcy is the Debtors' claims and noticing
agent.

The Debtors are pursuing a sale of the assets pursuant to Section
363 of the Bankruptcy Code.

Salus Capital Partners LLC and Sterling National Bank have
committed to provide up to $49 million in DIP financing to the
Debtors.

The Official Committee of Unsecured Creditors retained Kelley Drye
& Warren LLP as its counsel, and Emerald Capital Advisors Corp. as
its financial advisors.


L BRANDS: Moody's Assigns Ba1 Rating on Proposed $700MM Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to L Brands, Inc.'s
proposed offering of $700 million senior unsecured guaranteed
notes.  The Ba1 rating on the company's existing senior unsecured
guaranteed notes and Ba2 rating on its existing senior unsecured
unguaranteed notes are unchanged.  The rating outlook remains
stable.

L Brands intends to use proceeds from the notes offering to redeem
its $700 million senior unsecured notes due July 2017.  Moody's
believes the company's proforma leverage will remain essentially
unchanged at around 2.8 times.

These ratings were assigned:

  Proposed $700 million Senior unsecured guaranteed notes maturing

   2036 at Ba1 (LGD4)

                         RATINGS RATIONALE

L Brands' Ba1 Corporate Family Rating is supported by its popular
well recognized brand names which drive its strong profitability.
The rating also acknowledges its very good liquidity and moderate
leverage and interest coverage, with debt to EBITDA of around 2.8
times and EBITA to interest expense around 4.4 times pro forma the
proposed notes offering.  The rating considers L Brands' scale with
revenues in excess of $12 billion and its concentration on two
narrow product niches.  The rating also acknowledges its expertise
in merchandising and marketing.  However, the ratings are
constrained by L Brands' financial policies which favor share
repurchases and special dividends.  The company's credit agreement
provides it with significant flexibility to make debt financed
dividends and share repurchases.

The stable outlook reflects Moody's view that L Brands' financial
policies will continue to be shareholder friendly with excess cash
flow returned to shareholders but that credit metrics will remain
appropriate for the Ba1 rating.  Moody's believes the company will
continue to execute well on organic growth opportunities, including
but not limited to international expansion and adjacent product
opportunities, such as sport and the PINK assortment.

An upgrade would require a more conservative financial policy such
that debt to EBITDA was expected to be maintained below 3.0 times
and EBITA to interest expense above 4.5 times.

Ratings could be downgraded should financial policy become more
aggressive than currently anticipated.  Ratings could also be
downgraded should debt increase or operating performance falter
such that debt to EBITDA approaches 4.5 times or EBITA to interest
expense approaches 2.5 times.

The principal methodology used in this rating was Retail Industry
published in October 2015.

Headquartered in Columbus, Ohio, L Brands, through Victoria's
Secret, PINK, Bath & Body Works, La Senza and Henri Bendel, is an
international company.  The company operates 3,038 company-owned
specialty stores in the United States, Canada, the United Kingdom
and Greater China, and its brands are sold in more than 700
additional franchised locations worldwide.  Annual revenues exceed
$12 billion.


L BRANDS: S&P Assigns 'BB+' Rating on New $700MM Sr. Notes Due 2036
-------------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '3'
recovery ratings to L Brands Inc.'s proposed $700 million senior
unsecured notes due 2036.  The '3' recovery rating indicates S&P's
expectation of meaningful recovery, at the high end of the 50%-70%
range, in the event of payment default.

L Brands plans to issue the $700 million notes with subsidiary
guarantees.  The company intends to use the net proceeds from the
proposed note issuance together with cash on hand to redeem the
6.9% senior unsecured notes due 2017, and for general corporate
purposes.

The proposed transaction is leverage-neutral and therefore does not
change the company's credit metrics.  S&P expects the company will
maintain credit ratios, including adjusted debt leverage in the
low- to mid-2x area over the next 12 months.

The 'BB+' corporate credit rating and stable outlook on the
Columbus, Ohio-based specialty apparel retailer reflect the
company's solid market position in intimate apparel and personal
care products, strong brand recognition, and marketing
capabilities.  The company's participation in the intensely
competitive specialty retail industry and discretionary product
offering tempers these strengths.  S&P believes L Brands' financial
policies will remain aggressive as the company continues to return
capital to shareholders.

RATINGS LIST

L Brands Inc.
Corporate credit rating              BB+/Stable/--

Ratings Assigned
L Brands Inc.
Senior unsecured
  $700 mil. sr notes due 2036            BB+
   Recovery rating                       3H



LAQUINTA INN: First Bank Objects to Disclosure Statement
--------------------------------------------------------
First Bank & Trust East Texas objects to LaQuinta Inn & Suites
Partnership's first amended disclosure statement and second amended
plan, complaining, among other things, that the plan outline does
not provide more description of how much the PIP upgrades will cost
and how and when the Laquinta PIP will be paid.  The bank also
proposes clarification to the language in the provisions releasing
creditors of the Debtor's partners.

First Bank is represented by:

          Scott W. Stover, Esq.
          LAW OFFICES OF SEALE, STOVER & BISBEY
          P.O. Box 480
          Jasper, TX 75951
          Tel: (409)384-3463
          Fax: (409)384-3017
          Email: swstover@sbcglobal.net

LaQuinta Inn & Suites Partnership (Bankr. E.D. Tex., Case No.
15-10326) filed a Chapter 11 Petition on July 2, 2015.  The case is
assigned to Judge Bill Parker.

The Debtor's Counsel is Frank J. Maida, Esq., at Maid Law Firm, in
Beaumont, Texas.  The petition was signed by Hiral Patel, partner.

The Debtor's total assets are $1.9 million and total liabilities
are $3.8 million.

A list of the Debtor's 13 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txeb15-10326.pdf


LIFE PARTNERS: Trustee, Panel Object to Vida Plan Outline
---------------------------------------------------------
H. Thomas Moran II -- the Chapter 11 trustee for Life Partners
Holdings, Inc., et al., and sole director of Life Partners, Inc.,
and LPI Financial Services, Inc. -- and the Official Committee of
Unsecured Creditors object to the disclosure statement for the
second amended Chapter 11 plan proposed by Vida Capital, Inc. to
get the Debtors out of bankruptcy.

The Vida Plan provides that Vida will purchase 100% of the New
Stock of LPI and LPIFS in exchange for the payment of $4 million to
the Debtors' estates.  Vida will make an exit loan available to pay
DIP Claims, Allowed Administrative and Fee Claims and, if
necessary, Priority Claims.  The Exit Loan will bear simple
interest at 13% per annum.  Each holder of allowed general
unsecured claims against LPHI, LPI and LPIFS will receive a
beneficial interest in the Litigation Trust equal to the Pro Rata
amount of its Allowed Claim.

The Chapter 11 trustee complains, among other things, that the Vida
Plan is facially unconfirmable because it lacks any mechanism to
resolve the Ownership Issue in a manner that will bind investors
who claim an ownership interest in the policies.  While Vida in its
Disclosure Statement claims that the Ownership Issue "shall be
deemed resolved pursuant to the terms of the Class Action
Settlement," the Chapter 11 trustee points out that the Vida Plan,
in fact, does not incorporate the Class Action Settlement in toto
but unilaterally seeks to modify that settlement in several
material aspects.

The Creditors' Committee argues that the Vida Plan, as filed, is
not ready for solicitation, pointing out the continued, material,
mathematical errors in the Vida projections.  The Committee asserts
that although Vida has recently revised its original headline claim
that it will provide $215 million more to investors down to a
figure of $190 million, this number is still grossly overstated and
must be revised further downward because it is still substantially
premised upon mathematical errors.

For the above reasons, the Chapter 11 Trustee and the Creditors'
Committee ask the U.S. Bankruptcy Court for the Northern District
of Texas, Fort Worth Division, not to approve the Vida Disclosure
Statement as filed.

The Chapter 11 Trustee is represented by David M. Bennett, Esq.,
Richard Roper, Esq., Katharine Battaia Clark, Esq., at Thompson &
Knight LLP, in Dallas, Texas.

The Creditors' Committee is represented by Joseph J. Wielebinski,
Esq., Dennis L. Roossien, Jr., Esq., and Jay H. Ong, Esq., at
Munsch Hardt Kopf & Harr, P.C., in Dallas, Texas.

                  About Life Partners Holdings

Headquartered in Waco, Texas, Life Partners Holdings, Inc. --
http://www.lphi.com/-- is the parent company engaged in the       
secondary market for life insurance, commonly called "life
settlements."  Since its incorporation in 1991, Life Partners,
Inc., has completed over 162,000 transactions for its worldwide
client base of over 30,000 high net worth individuals and
institutions in connection with the purchase of over 6,500
policies totaling over $3.2 billion in face value.

LPHI is a publicly traded company incorporated in Texas and its
common stock has been delisted from the NASDAQ (formerly trading
under the symbol LPHI).

Life Partners Holdings sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20,
2015.

The case is assigned to Judge Russell F. Nelms.  J. Robert
Forshey, Esq., at Forshey & Prostok, LLP, serves as counsel to the
Debtor.

LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities
as of the Chapter 11 filing.

The official committee of unsecured creditors formed in the case
tapped Munsch Hardt Kopf & Harr, P.C., as counsel.

Tracy A. Bolt of BDO USA, LLP was named as examiner for the
Debtor's case.  At the behest of the U.S. Securities and Exchange
Commission, the U.S. Trustee, and the Creditors Committee, the
Court ordered the appointment of a Chapter 11 trustee.  On March
13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee
in LPHI's case.  The trustee is represented by Thompson & Knight
LLP.

The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for
LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No.
15-41995) and LPI Financial Services, Inc. (Case No. 15-41996).

Life Partners is estimated to have $100 million to $500 million in
assets and more than $1 billion in debt.  LPI Financial estimated
less than $50,000.


LINN ENERGY: Hires AlixPartners as Restructuring Advisor
--------------------------------------------------------
Linn Energy, LLC, et al., ask for permission from the Hon. David R.
Jones of the U.S. Bankruptcy Court for the Southern District of
Texas to employ AlixPartners as their restructuring advisor, nunc
pro tunc to the Petition Date.

A hearing on the request is set for June 22, 2016, at 1:00 p.m.

AlixPartners will:

      a. assist in preparing for and filing a bankruptcy petition,

         coordinating and providing administrative support for the

         proceeding and developing the Debtors' Plan of
         Reorganization or other appropriate case resolution, if
         necessary;

      b. assist with the preparation of the statement of affairs,
         schedules and other regular reports required by the U.S.
         Bankruptcy Court;

      c. assist in obtaining and presenting information required
         by parties in interest in the Debtors' bankruptcy process

         including official committees appointed by the Court and
         the Court itself;

      d. provide assistance in the areas as testimony before the
         Court on matters that are within the scope of this
         engagement and within AlixPartners' area of testimonial
         competencies;

      e. assist the Debtors and their management in developing a
         short-term cash flow forecasting tool and related
         methodologies and assist with planning for alternatives
         as requested by the Company;

      f. provide assistance as requested by management in
         connection with the Debtors' development of a business
         plan, review of operating cost structure, and other
         related forecasts as may be required by creditor
         constituencies in connection with negotiations or by the
         Debtors for other corporate purposes;

      g. assist the "working group" professionals who are
         representing the Debtors in the reorganization process or

         who are working for the Debtors' various stakeholders to
         coordinate their effort and individual work product in
         order to be to be consistent with the Debtors' overall
         restructuring goals;

      h. assist as requested in managing any litigation that may
         be brought against the Debtors in the Court;

      i. assist in communication and negotiation with outside
         constituents including the banks and their advisors; and

      j. assist with other matters as may be requested that fall
         within AlixPartners' expertise and that are mutually
         agreeable.

AlixPartners will be paid at these hourly rates:

         Mark Brown, Managing Director           $950   Part Time
         Job Chan, Associate                     $365   Full Time
         John Creighton, Director                $720   Full Time
         Spencer Dorsey, Associate               $400   Full Time
         Barry Folse, Managing Director        $1,015   Full Time
         Michael Hartley, Director               $770   Full Time
         David Johnston, Managing Director     $1,015   Part Time
         Ryan Komendowski, Associate             $365   Part Time
         Jeff Kopa, Director                     $720   Part Time
         Nathan Kramer, Vice President           $530   Full Time
         Jon Labovitz, Director                  $720   Full Time
         James Mesterharm, Managing Director   $1,070   Full Time
         Melissa Russell, Vice President         $585   Full Time
         Managing Director                    $960-$1,095
         Director                             $720-$880
         Vice President                       $530-$635
         Associate                            $365-$470
         Analyst                              $315-$345
         Paraprofessional                     $240-$260

AlixPartners currently holds a retainer payment of $350,000 and
refresher payments of $128,701.64.

AlixPartners will also maintain records in support of any fees (in
1/10th of an hour increments), costs, and expenses incurred in
connection with services rendered in these Chapter 11 cases.
Records will be arranged by category and nature of the services
rendered, and will include reasonably detailed descriptions of
those services provided on behalf of the Debtors.  AlixPartners'
applications for compensation of fees and reimbursement of expenses
will be paid by the Debtors pursuant to the terms of the engagement
letter and any procedures established by the Court, pursuant to an
Interim Compensation Order or otherwise.  AlixPartners currently
does not seek a success fee in connection with this engagement.

In accordance with Section 504 of the Bankruptcy Code and
Bankruptcy Rule 2016,  AlixPartners has not entered into any
agreements, express or implied, with any other party in interest,
including the Debtors, any creditor, or any attorney for the party
in interest in these Chapter 11 cases, (a) for the purpose of
sharing or fixing fees or other compensation to be paid to any
party in interest or its attorneys for services rendered in
connection therewith, (b) for payment of the compensation from the
assets of the estates in excess of the compensation allowed by this
Court pursuant to the applicable provisions of the Bankruptcy Code,
or (c) for payment of compensation in connection with these Chapter
11 cases other than in accordance with the applicable provisions of
the Bankruptcy Code.

James A. Mesterharm, a Managing Director of AlixPartners and the
Co-Head of AlixPartners' Turnaround & Restructuring Services Group
in North America, assures the Court that the firm doesn't hold nor
represent any interest adverse to the Debtors or their estates, and
AlixPartners is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b) of the Bankruptcy Code, in that AlixPartners and its
professionals and employees who will work on the engagement:

      a. are not creditors, equity security holders, or insiders
         of the Debtors;

      b. were not, within two years before the Petition Date, a
         director, officer or employee of the Debtors; and

      c. do not have an interest materially adverse to the
         interest of the Debtors' estate or any class of creditors

         or equity security holders, by reason of any direct or
         indirect relationship to, connection with, or interest
         in, the Debtors, or for any other reason.

AlixPartners can be reached at:

         James A. Mesterharm
         AlixPartners, LLP
         909 Third Avenue, 30th Floor
         New York, NY 10019
         Tel: (212) 490-2500
         Fax: (212) 490-1344  
         E-mail: jmesterharm@alixpartners.com
         Web site: http://www.alixpartners.com/

                         About Linn Energy

Headquartered in Houston, Texas, Linn Energy, LLC, and its
affiliates are independent oil and natural gas companies.  The LINN
Debtors and Berry are operationally integrated.

The Debtors' workforce, which is not unionized, includes
approximately 1,650 employees.  Collectively, as of year-end 2015,
the Debtors have approximately 27,000 gross productive wells in the
United States, including in California, Colorado, Illinois, Kansas,
Louisiana, Michigan, New Mexico, North Dakota, Oklahoma, Texas,
Utah, and Wyoming.  As of year-end 2015, the Debtors had
approximately 4.5 trillion cubic feet equivalent of proved
reserves, of which approximately 26 percent were oil, 59 percent
were natural gas, and 15 percent were natural gas liquids.  The
Debtors also own and operate pipelines, processing facilities, and
steam generators to support their production activities.

Michael C. Linn, a director on the Linn Energy and LinnCo boards,
founded LINN Energy in 2003.  Since then, the Debtors have grown
from a small operator of natural gas wells into one of the largest
independent oil and gas companies in the United States.  Over the
ensuing period, the Debtors carried out over 60 acquisitions and
other transactions with a total value of approximately $17
billion.

In December 2013, the Debtors acquired Berry in a stock-for-stock
transaction valued at approximately $4.6 billion, inclusive of
Berry's net funded debt.  To effectuate the transaction, LinnCo
acquired all of Berry's outstanding shares in exchange for the
issuance of LinnCo shares, and Berry's pre-acquisition funded debt
remained outstanding.

Each of Linn Energy, LLC, and 14 of its subsidiaries filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Tex. Proposed Lead Case No. 16-60040) on May 11, 2016.  The
petitions were signed by Arden L. Walker, Jr., chief operating
officer of LINN Energy.

The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel, Jackson Walker
L.L.P. as co-counsel, Lazard Freres & Co. LLC as financial advisor,
AlixPartners as restructuring advisor and Prime Clerk LLC as
claims, notice and balloting agent.

The cases are pending joint administration before Judge David R.
Jones.


LINN ENERGY: Seeks Approval of Employee Compensation Programs
-------------------------------------------------------------
Linn Energy, LLC and its affiliated debtors ask the U.S. Bankruptcy
Court for the Southern District of Texas, Victoria Division, to
authorize their Employee Compensation Plan for all non-insider
employees, Critical Employee Recognition Program and Executive
Incentive Plan ("EIP").

"Although low commodity prices have stressed the Debtors' balance
sheet over the past 18 months, the Debtors' operations remain
strong.  At the heart of this continued operational success is the
Debtors' dedicated workforce throughout all levels of the
organization from the executive level suite to the oil and gas
fields.  By this Motion, the Debtors request critical and what
should be non-controversial relief: authority to continue three
ordinary course historical employee compensation programs... that
each and every one of the Debtors' 1,621 employees rely upon to
support their and their families' livelihoods.  This relief is
necessary and essential to continued operational successes and the
Debtors' efforts to manage their financial liabilities through the
persisting low commodity pricing cycle," the Debtors contend.

The Employee Compensation Programs have a total cost of $46.15
million, and consist of the following:

     (a) Quarterly Compensation Plan for approximately 1,621
non-insider employees, providing for a maximum award pool for the
remaining three quarters of the 2016 calendar year of approximately
$31.5 million in the aggregate;

     (b) Critical Employee Recognition Program for 103 critical
employees, providing for a maximum award pool of approximately $6.1
million, to be split evenly between lump sum cash awards in
September 2016 and September 2017; and

     (c) EIP for the Debtors' six key senior executives, providing
a target award opportunity for the remaining three quarters of the
2016 calendar year of approximately $11.6 million in the aggregate,
with a threshold award opportunity during this time frame of $5.8
million.

The Debtors relate that the Quarterly Compensation Plan is the
current form of the Debtors' historical incentive compensation
program that applies to all non-insider employees throughout the
organization.  The Debtors further relate that the Quarterly
Compensation Plan includes field employees located in a dozen
states responsible for daily operations, support, and maintenance
of the Debtors' 27,000 wells; it also includes employees in each of
the Debtors' three divisional offices such as engineers,
geologists, landmen, and technical support organizations required
to maintain and optimize wells so that they produce at their
maximum capability.

The Critical Employee Recognition Program provides incentives to
key members of the Debtors' middle management to stay with the
Debtors through the current challenges posed by the low commodity
pricing cycle.  According to the Debtors, the 103 non-insider
employees that participate in the Critical Employee Recognition
Program have experience, skills sets, and relationships that simply
cannot be replaced with ease, especially given the difficulty the
Debtors have had recruiting new employees due to the uncertainty
around the restructuring process.  The Debtors aver that retaining
these individuals is critical to the ongoing operation of the
business, and the Debtors have already faced the challenge of
losing certain critical employees making the retention of the
remaining critical employees even more important.

The Executive Incentive Plan applies to six insiders of the Debtors
and is specifically designed to incentivize and reward the Debtors'
leadership team for meeting carefully selected goals determined to
be critical to the company's ongoing success—and thereby drive
performance for the overall enterprise.  The Debtors contend that
while the Debtors' operations remain strong, the demands placed
upon the Debtors' senior executives leading up to and during these
chapter 11 cases have been and will continue to be significant.

The Debtors' Motion is scheduled for hearing on June 22, 2016 at
1:00 p.m.

Linn Energy, LLC, and its affiliated debtors are represented by:

          Patricia B. Tomasco, Esq.
          Matthew D. Cavenaugh, Esq.
          Jennifer F. Wertz, Esq.
          JACKSON WALKER L.L.P.
          1401 McKinney Street, Suite 1900
          Houston, TX 77010
          Telephone: (713)752-4200
          Facsimile: (713)752-4221
          E-mail: ptomasco@jw.com
                  mcavenaugh@jw.com
                  jwertz@jw.com

               - and -

          Paul M. Basta, Esq.
          Stephen E. Hessler, Esq.
          Brian S. Lennon, Esq.
          KIRKLAND & ELLIS LLP
          KIRKLAND & ELLIS INTERNATIONAL LLP
          601 Lexington Avenue
          New York, NY 10022
          Telephone: (212)446-4800
          Facsimile: (212)446-4900
          E-mail: paul.basta@kirkland.com
                  stephen.hessler@kirkland.com
                  brian.lennon@kirkland.com

               - and -

          James H.M. Sprayregen, Esq.
          Joseph M. Graham, Esq.
          KIRKLAND & ELLIS LLP
          KIRKLAND & ELLIS INTERNATIONAL LLP
          300 North LaSalle
          Chicago, IL 60654
          Telephone: (312)862-2000
          Facsimile: (312)862-2200
          E-mail: james.sprayregen@kirkland.com
                 joe.graham@kirkland.com

                         About Linn Energy

Headquartered in Houston, Texas, Linn Energy, LLC, and its
affiliates are independent oil and natural gas companies.  The
LINN
Debtors and Berry are operationally integrated.

The Debtors' workforce, which is not unionized, includes
approximately 1,650 employees.  Collectively, as of year-end 2015,
the Debtors have approximately 27,000 gross productive wells in
the
United States, including in California, Colorado, Illinois,
Kansas,
Louisiana, Michigan, New Mexico, North Dakota, Oklahoma, Texas,
Utah, and Wyoming.  As of year-end 2015, the Debtors had
approximately 4.5 trillion cubic feet equivalent of proved
reserves, of which approximately 26 percent were oil, 59 percent
were natural gas, and 15 percent were natural gas liquids.  The
Debtors also own and operate pipelines, processing facilities, and
steam generators to support their production activities.

Michael C. Linn, a director on the Linn Energy and LinnCo boards,
founded LINN Energy in 2003.  Since then, the Debtors have grown
from a small operator of natural gas wells into one of the largest
independent oil and gas companies in the United States.  Over the
ensuing period, the Debtors carried out over 60 acquisitions and
other transactions with a total value of approximately $17
billion.

In December 2013, the Debtors acquired Berry in a stock-for-stock
transaction valued at approximately $4.6 billion, inclusive of
Berry's net funded debt.  To effectuate the transaction, LinnCo
acquired all of Berry's outstanding shares in exchange for the
issuance of LinnCo shares, and Berry's pre-acquisition funded debt
remained outstanding.

Each of Linn Energy, LLC and 14 of its subsidiaries filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Tex. Proposed Lead Case No. 16-60040) on May 11, 2016.  The
petitions were signed by Arden L. Walker, Jr., chief operating
officer of LINN Energy.

The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel, Jackson Walker
L.L.P. as co-counsel, Lazard Freres & Co. LLC as financial
advisor,
AlixPartners as restructuring advisor and Prime Clerk LLC as
claims, notice and balloting agent.

The cases are pending joint administration before Judge David R.
Jones.


LINN ENERGY: Seeks to Hire PwC as Tax Consultant
------------------------------------------------
Linn Energy LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire
PricewaterhouseCoopers LLP as their tax consultant.

The Debtors tapped the firm to provide these tax compliance and
partnership debt restructuring services:

     (a) Perform services pursuant to the engagement letter dated
         Dec. 15, 2015 (Tax Compliance Engagement Letter) between
         the Debtors and PwC, which include:

         (i) providing professional services related to the
             preparation and delivery of federal and state tax
             compliance packages for the 2015 tax year;

        (ii) assisting the Debtors in the collection of tax data,
             review various data calculations necessary to
             calculate partners allocation, and prepare Schedules
             K-1, U.S. Forms 1065, the U.S. Partnership Return,
             and the required state income and franchise tax
             returns as requested;

       (iii) providing services for the 2016 tax year, including
             the preparation of year end estimates, allocations,   
  
             compliance coordination and related tax consulting;

        (iv) providing advice and answers to questions on federal,

             State, local and international tax matters; and

         (v) providing advice on matters involving the Internal
             Revenue Service or other tax authorities on an
             as-needed or as-requested basis.

     (b) Perform services pursuant to the K-1 Processing &
         Compliance Engagement Letter dated Dec. 15, 2015, which
         include:

         (i) preparation and delivery of investor tax packages,
             including tax calculations services, tax package
             compilation services, nominee data analysis services
             for tax years 2015, 2016 and 2017.

     (c) Perform services pursuant to the Recurring Tax Services
         Engagement Letter dated Dec. 10, 2013, which include:

         (i) other recurring tax consulting services to provide
             advice and answers to questions or opinions on tax
             planning or reporting matters; and

        (ii) matters involving tax authorities and provide advice
             or assistance with respect to matters involving
             Internal Revenue Service or other tax authorities on
             an as-needed or as-requested.

     (d) Perform services pursuant to the Statement of Work dated

         Feb. 4, 2016 (Transfer Pricing SOW) between the Debtors
         and PwC, which include:

         (i) preparing a transfer pricing analysis and report for
             certain intercompany transactions between the Debtors

             and their affiliates; and

        (ii) additional transfer pricing or other related party
             transactions that need to be documented.

     (e) Perform services pursuant to the statement of work dated
         Feb. 10, 2016 (New Mexico SOW), which include:

         (i) performing audit defense and controversy services for

             the New Mexico gross receipts tax and compensating
             tax audit for the tax periods 2010 through 2015;



        (ii) performing state and local gross receipts tax and     
        
             compensating tax managed audit services for the
             period October 2015 to current; and

       (iii) assisting in identifying data and systems relevant to

             the New Mexico CRS-1 reporting for gross receipts
             tax, compensating tax and withholding tax.

     (f) Perform services pursuant to the statement of work dated
         March 31, 2016 (Restructuring SOW), which include:

         (i) performing tax consulting services related to the     
      
             proposed debt and equity restructuring.

     (g) Perform services pursuant to the statement of work dated
         May 12, 2016 (Tax Memorandum & Valuation SOW, which
         include:

         (i) preparing tax memorandum documenting the tax
             treatment and analysis for 2015; and

        (ii) reviewing the Debtors' valuation report; reviewing
             underlying assumptions; identifying potential issues
             that could be raised in a future IRS income tax
             audit.

PwC will be paid by the Debtors for its services at the agreed
hourly billings rates:

     Partner              $605 - $960
     Managing Director    $630 - $715
     Director             $475 - $649
     Manager              $370 - $541
     Senior Associate     $275 - $395
     Associate            $200 - $325

As part of the overall compensation provided to PwC, the Debtors
have agreed to certain indemnification and reimbursement, according
to court filings.

Kasey Dunn, a partner at PwC, disclosed in a declaration that the
firm is a "disinterested person" as defined in section 101(14) of
the Bankruptcy Code.

PwC maintains an office at:

     PricewaterhouseCoopers, LLP
     1000 Louisiana Street, Suite 5800
     Houston, Texas 77002

                         About Linn Energy

Headquartered in Houston, Texas, Linn Energy, LLC, and its
affiliates are independent oil and natural gas companies.  The LINN
Debtors and Berry are operationally integrated.

The Debtors' workforce, which is not unionized, includes
approximately 1,650 employees.  Collectively, as of year-end 2015,
the Debtors have approximately 27,000 gross productive wells in the
United States, including in California, Colorado, Illinois, Kansas,
Louisiana, Michigan, New Mexico, North Dakota, Oklahoma, Texas,
Utah, and Wyoming.  As of year-end 2015, the Debtors had
approximately 4.5 trillion cubic feet equivalent of proved
reserves, of which approximately 26 percent were oil, 59 percent
were natural gas, and 15 percent were natural gas liquids.  The
Debtors also own and operate pipelines, processing facilities, and
steam generators to support their production activities.

Michael C. Linn, a director on the Linn Energy and LinnCo boards,
founded LINN Energy in 2003.  Since then, the Debtors have grown
from a small operator of natural gas wells into one of the largest
independent oil and gas companies in the United States.  Over the
ensuing period, the Debtors carried out over 60 acquisitions and
other transactions with a total value of approximately $17
billion.

In December 2013, the Debtors acquired Berry in a stock-for-stock
transaction valued at approximately $4.6 billion, inclusive of
Berry's net funded debt.  To effectuate the transaction, LinnCo
acquired all of Berry's outstanding shares in exchange for the
issuance of LinnCo shares, and Berry's pre-acquisition funded debt
remained outstanding.

Each of Linn Energy, LLC and 14 of its subsidiaries filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Tex. Proposed Lead Case No. 16-60040) on May 11, 2016.  The
petitions were signed by Arden L. Walker, Jr., chief operating
officer of LINN Energy.

The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel, Jackson Walker
L.L.P. as co-counsel, Lazard Freres & Co. LLC as financial advisor,
AlixPartners as restructuring advisor and Prime Clerk LLC as
claims, notice and balloting agent.

The cases are pending joint administration before Judge David R.
Jones.


LITTLE KENTUCKY ELK: Hires Offutt Nord Burchett as Attorneys
------------------------------------------------------------
The Little Kentucky Elk seeks authorization from the U.S.
Bankruptcy Court for the Southern District of West Virginia to
employ Offutt Nord Burchett, PLLC as Attorney for Debtor and
Debtor-in-Possession.

The Debtor requires ONB to:

     a. provide the Debtor legal advice with respect to its powers
and duties as debtor-in-possession and in the operation of its
business and management of its property;

     b. represent the Debtor in defence of any proceeding
instituted to reclaim property or to obtain relief from the
automatic stay under Sec. 362(a) of the Bankruptcy Code;

     c. prepare any necessary applications, answers, orders,
reports and other legal papers and appear on the Debtor's behalf in
proceedings instituted by or against the Debtor;

     d. assist the Debtor with the sale of their assets under
Section 363 of the Bankruptcy Code;

     e. assist the Debtor in preparation of schedules, statements
of financial affairs, and any amendments thereto which the Debtor
may be required to file in this case;

     f. assist the Debtor in the preparation of a plan and a
disclosure statement;

     g. assist the Debtor with other legal matters, including,
among others, securities, corporate, real estate, tax, intellectual
property, employee relations, general litigation, and bankruptcy
legal work;

     h. perform all of the legal services for the Debtor which may
be necessary or desirable herein.

ONB will be paid at these hourly rates:

      Stephen S. Burchett                 $275
      S. Taylor Hood                      $225
      Melanie Kerstetter                  $135

Other attorneys and paralegals will render services to the Debtor
as needed. $275 for Partners and Of Counsel; $225 for Associates;
and $135 for Legal Assistants/Paralegals.
    
ONB will also be reimbursed for reasonable out-of-pocket expenses
incurred.

S. Taylor Hood, partner of Offutt Nord Burchett, PLLC, 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.

ONB may be reached at:

      S. Taylor Hood, Esq.
      Offutt Nord Burchett, PLLC
      949 Third Avenue, Suite 300
      Huntington, WV 25701
      Telephone: (304)529-2868
      Facsimile: (304)529-2999
      E-mail: sthood@onblaw.com

                  About Little Kentucky Elk

The Little Kentucky Elk, LLC sought protection under Chapter 11 of
the Bankruptcy Code in the Southern District of West Virginia
(Huntington) (Case No. 16-30251) on May 18, 2016.  

The petition was signed by Dennis Johnson, president.  The case
is assigned to Judge Frank W. Volk.

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


LUCKY CATS: Can Finance E&O Insurance Premium with IPFS Corp.
-------------------------------------------------------------
The Honorable Julia W. Brand authorized Lucky Cats, Inc., pursuant
to 11 U.S.C. Sec. 365(a), to assume a prepetition errors and
omissions insurance policy and, pursuant to 11 U.S.C. Sec. 364,
enter into a premium finance agreement with IPFS Corporation.  

Lucky Cats, Inc., doing business as Keller Williams Realty 200 and
Keller Williams Realty Marina/Los Angeles, filed a chapter 11
petition (Bankr. C.D. Cal. Case No. 16-13325) on Mar. 16, 2016, and
is represented by Steven R Fox, Esq., in Encino, Calif.  At the
time of the filing, Lucky Cats estimated its assets and liabilities
at less than $1 million.


M SPACE HOLDINGS: Seeks to Pay $211K to 9 Non-Insider Employees
---------------------------------------------------------------
M Space Holdings, LLC, seeks authority from the U.S.Bankruptcy
Court for the District of Utah to implement a key  employee
retention plan for non-insider employees.

The Motion provides that, "The Debtor has determined, in the
exercise of its reasonable business judgment, that it is necessary
and appropriate to implement a key employee retention plan (the
"KERP")... for nine (9) non-insider employees... who have valuable
and, in some instances, irreplaceable institutional knowledge of
the Debtor's businesses, systems, commercial relationships, and
operations and who are integral to maintaining operational
stability and driving cash flow... The Debtor has reviewed the KERP
with their secured lender, PNC Bank, National Association ("PNC"),
as agent for itself and HSBC Bank USA, National Association
("HSBC"), and the Secured Parties have indicated their consent to
the approval and implementation of the KERP."

The nine Key Employees will be eligible to receive payments
totaling approximately $211,000 in the aggregate.  The specific
amounts which the individuals will be eligible to receive are fixed
as:

          Associate General Counsel                     $40,000
          Manager Administration/Human Resources        $16,000
          Assistant Controller                          $20,000
          Senior Staff Accountant                       $27,000
          Project Manager                               $20,000
          North Dakota Leasing Manager                   $5,000
          Remarketing Manager                            $6,000
          Controller                                    $33,000
          Vice President Over Operations                $44,000
                                                       --------
          TOTAL                                        $211,000

The payments will be paid upon the earliest to occur of (a) the
employee’s proposed termination date, as contemplated by the
Approved Budget, (b) the sale of substantially all of the
Debtor’s assets, (c) a restructuring of the Debtor’s current
capital structure; (iv) confirmation of a Chapter 11 plan of
reorganization or liquidation, (d) conversion of the Chapter 11
case to Chapter 7 case or dismissal of the Chapter 11 case, or (e)
Employee is terminated without Cause.

Proposed Attorneys for the Debtor:

       Mona L. Burton, Esq.
       Sherilyn A. Olsen, Esq.
       Ellen E. Ostrow, Esq.
       HOLLAND & HART LLP
       222 S. Main Street, Suite 2200
       Salt Lake City, UT 84101
       Telephone: (801) 799-5800
       Fax: (801) 799-5700
       Email: solsen@hollandhart.com
              mburton@hollandhart.com
              eeostrow@hollandhart.com

             About M Space Holdings

M Space Holdings, LLC, is a provider of turnkey complex modular
space solutions. The Debtor sought protection under Chapter 11 of
the Bankruptcy Code in the U.S. Bankruptcy Court for the District
of Utah (Salt Lake City) (Case No. 16-24384) on May 19, 2016. The
petition was signed by Jeffrey Deutschendorf, chief executive
officer and president.

The case is assigned to Judge Joel T. Marker. The Debtor's asset
Liquidator is Gordon Brothers Commercial & Industrial, LLC.

The Debtor estimated both assets and liabilities in the range of
$50 million to $100 million.


MANUFACTURERS ASSOCIATES: Secures Interim Cash Collateral Order
---------------------------------------------------------------
The Honorable Julie A. Manning placed her stamp of approval on an
interim order authorizing Manufacturers Associates, Inc., to use
cash collateral securing repayment of an obligation to Nuvo Bank
and Trust Company through July 1, 2016.  

The Bank is granted replacement postpetition liens, subject to a
carve-out for payment of statutory fees, and will receive monthly
$3,750 adequate protection payments.  Judge Manning's order
prohibits the Debtor from making any payment on any loans from
insiders or officers.  For the period from May 28 through July 1,
2016, the Debtor estimates $122,000 in cash receipts and cash
disbursements (including the adequate protection payment to Nuvo)
of just over $121,000.

A hearing on continued use of cash collateral will be held on June
29, 2016, at 9:00 a.m., in New Haven, Conn.

Manufacturers Associates, Inc., based in West Haven, Conn., filed a
chapter 11 petition (Bankr. D. Conn. Case No. 15-31832) on Nov. 2,
2015, and is represented by Peter L. Ressler, Esq., at Groob
Ressler & Mulqueen, P.C., in New Haven, Conn.  At the time of the
filing, the Debtor estimated its assets at less than $50,000 and
its liabilities at more than $1 million.  


MARIA'S MONT BLANC: Hires Amodeo as Auctioneer
----------------------------------------------
Maria's Mont Blanc Restaurant Corp., seeks authorization from the
U.S. Bankruptcy Court for the Southern District of New Jersey to
employ Michael Amodeo & Co. Inc., as Auctioneer.

The Debtor is a New York Corporation that has operated a restaurant
and bar as Maria's Mont Blanc Restaurant at 313 &315 West 48th
Street, New York, NY 10036.  The Debtor filed a voluntary petition
for relief under Chapter 11 of the Bankruptcy Code on March 28,
2016.

On May 18, 2016, the Court entered an order modifying the automatic
stay provision of the Bankruptcy Code to permit the Debtor's
landlord to serve and execute warrants of eviction to remove the
Debtor form possession of the premises. The Debtor ceased to doing
business on May 31, 2016, and voluntary vacated.

Counsel for the Debtor's landlord is aware of these developments
and has been admonished to make sure that the landlord does not
remove any property of the estate.

The Debtor has personal property at the Premises including, certain
kitchen equipment, furniture and food and beverages. The Debtor
believes that its personal property may have value and can be sold
for the benefit of this estate and its creditors. In this regard,
the Debtor believes that the retention of an auctioneer would be in
the best interest of the estate to sell the Debtor's property in an
action sale.

Amodeo shall be paid commissions consistent with the Bankruptcy
Code and the Federal Rules of Bankruptcy Procedure and the Local
Rule for the United States Bankruptcy Court for the Southern
District of New York. The commissions shall be paid after the
filing of an application with the Court which applications shall be
on notice to the creditors and the office to the United State
Trustee.

Michael Amodeo, president of Michael Amodeo & Co. Inc., 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.

Amodeo can be reached at:

      Michael Amodeo
      Michael Amodeo & Co. Inc.
      111 East 14th Street, Suite 207
      New York, NY 10003
      Tel: 212-473-6830
           917-776-1080   
      E-mail: mamodeoauctions@gmail.com

Maria's Mont Blanc Restaurant filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 16-10742) on March 28, 2016.


MCK MILLENIUM: Court Signs 2nd Interim Cash Collateral Order
------------------------------------------------------------
The Honorable Jack B. Schmetterer approved a second agreed interim
cash collateral order giving MCK Millennium Centre Retail LLC
another month's access to cash collateral securing the Debtor's
obligations to MLMT 2005-MKB2 Millennium Centre Retail LLC.

Judge Schmetterer has scheduled a plan status hearing for July 5,
2016, at 10:30 a.m. to review the sale process the Debtor has
begun.

MCK Millennium Centre Realty, LLC, filed for chapter 11 protection
(Bankr. N.D. Ill. Case No. 16-06369) on Feb. 25, 2016, and
disclosed $16.2 million in assets and $9.50 million in liabilities
as of the Petition Date.  The Debtor is represented by Jonathan D.
Golding, Esq., and Richard N. Golding, Esq., at The Golding Law
Offices, P.C.  The Debtor hired Kraft Law Office as its special
real estate counsel.  Lender MLMT 2005 MKB2 Millennium Centre
Retail LLC is represented by Leslie A. Bayles, Esq., and Donald A.
Cole, Esq., at Bryan Cave LLP.


MEDNAX'S INC: Moody's Retains Ba2 Rating on Cardon Acquisition
--------------------------------------------------------------
Moody's Investors Service commented on MEDNAX's, Inc.'s (Ba2
stable) agreement to purchase Cardon Outreach, LLC for $400
million.  The planned acquisition, which MEDNAX expects to close by
the end of the third quarter, is modestly credit negative as
Moody's expects it to slightly increase the company's financial
leverage.  Cardon is a national provider of revenue cycle
management services.  The company serves more than 800 hospitals
and other healthcare facilities.

Based in Sunrise, FL, MEDNAX, Inc. is a leading provider of
physician staffing in neonatal, pediatric, and anesthesiology
services to hospitals across 35 states and Puerto Rico.  The
company also provides teleradiology services in all 50 states
through a network of more than 350 affiliated radiologists.


MEDOMICS LLC: PCO Satisfied; Doesn't See Need for Further Visits
----------------------------------------------------------------
Constance Doyle, as Patient Care Ombudsman for MEDomics, LLC, has
filed a First Interim Report for the month of May 2016.

The Debtor's facility consists of a small reception area, three
offices, a conference room and three laboratory areas.

The PCO finds that all services provided to patients is well within
the standard of care. The PCO does not feel the need for further
visits unless there is an issue and will remain as PCO to follow up
as needed or requested by the Bankruptcy Court.

                       About MEDomics, LLC

Azusa, Calif.-based MEDomics, LLC, provides genetic testing
services.

MEDomics, LLC, filed a Chapter 11 bankruptcy petition (Bankr. C.D.
Calif. Case No. 16-14355) on Apr. 5, 2016.  The petitions were
signed by Steve Sommer as Managing Member.  The Debtors estimated
asets in the range of $500,000 to $1 million and estimated
liabilities in the range of $1 million to $10 million.

The Debtors have hired Illyssa I. Fogel & Associates as counsel.
Judge Neil W. Bason has been assigned the cases.


MERRY UNWIN KAASTAD: Disclosure Statement Has Final Approval
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved, on a final basis, the disclosure statement explaining
Merry Unwin Kaastad's first amended liquidating plan.

Merry Unwin Kaastad (Bankr. N.D. Tex. Case No. 15-42352) filed a
Chapter 11 Petition on June 11, 2015.


MICHAEL A. BOOHER: July 21 Plan Confirmation Pretrial Conference
----------------------------------------------------------------
Judge Jimmy L. Croom of the U.S. Bankruptcy Court for the Western
District of Tennessee approved the disclosure statement explaining
Michael A. Booher and Patricia C. Booher's plan.

July 12 is fixed as the last day for filing written objections to
the plan, and for filing written acceptances or rejections of the
plan, for filing applications seeking interim or final compensation
for services rendered and reimbursement of expenses, and for filing
motions or requests pursuant to Section 506(b) and (c) of the
Bankruptcy Code.

A Pretrial Conference on confirmation of the plan is set for July
21, 2016, at 9:30 a.m.  The hearing may be continued from time to
time upon oral announcement in open court without further written
notice.

The bankruptcy case is Michael A. Booher and Patricia C. Booher,
Debtors, Case No. 15-10775 (Bankr. W.D. Tenn.


MOUSSIE PROCESSING: Hires Offutt Nord Burchett as Attorneys
-----------------------------------------------------------
Moussie Processing, LLC, seeks authorization from the U.S.
Bankruptcy Court for the Southern District of West Virginia to
employ Offutt Nord Burchett, PLLC as attorney for the Debtor and
Debtor-in-Possession.

The Debtor requires ONB to:

     a. provide the Debtor legal advice with respect to its powers
and duties as debtor-in-possession and in the operation of its
business and management of its property;

     b. represent the Debtor in defence of any proceeding
instituted to reclaim property or to obtain relief from the
automatic stay under 362(a) of the Bankruptcy Code;

     c. prepare any necessary applications, answers, orders,
reports and other legal papers and appear on the Debtor’s behalf
in proceedings instituted by or against the Debtor;

     d. assist the Debtor with the sale of their assets under
Section 363 of the Bankruptcy Code;

     e. assist the Debtor in preparation of schedules, statements
of financial affairs, and any amendments thereto which the Debtor
may be required to file in this case;

     f. assist the Debtor in the preparation of a plan and a
disclosure statement;

     g. assist the Debtor with other legal matters, including,
among others, securities, corporate, real estate, tax, intellectual
property, employee relations, general litigation, and bankruptcy
legal work;

     h. perform all of the legal services for the Debtor which may
be necessary or desirable herein.

ONB will be paid at these hourly rates:

      Stephen S. Burchett                 $275
      S. Taylor Hood                      $225
      Melanie Kerstetter                  $135

Other attorneys and paralegals will render services to the Debtor
as needed.  They will be paid at these hourly rates: $275 for
Partners and Of Counsel; $225 for Associates; and $135 for Legal
Assistants/Paralegals.
    
ONB will also be reimbursed for reasonable out-of-pocket expenses
incurred.

S. Taylor Hood, partner of Offutt Nord Burchett, PLLC, 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.

ONB may be reached at:

      S. Taylor Hood, Esq.
      Offutt Nord Burchett, PLLC
      949 Third Avenue, Suite 300
      Huntington, WV 25701
      Telephone: (304)529-2868
      Facsimile: (304)529-2999
      E-mail: sthood@onblaw.com

                   About Moussie Processing

Moussie Processing, LLC sought protection under Chapter 11 of the
Bankruptcy Code in the Southern District of West Virginia
(Huntington) (Case No. 16-30248) on May 18, 2016.  

The petition was signed by Dennis Johnson, president.  The case
is assigned to Judge Frank W. Volk.

The Debtor estimated assets of $1 million to $10 million and debts
of $0 to $50,000.


NEWBURY COMMON: 100 Prospect Can Use Cash Collateral Up To Aug. 15
------------------------------------------------------------------
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware authorized debtors Century Plaza Investor
Associates, LLC and Seaboard Residential LLC ("100 Prospect
Debtors") to use the Cash Collateral of Citizens Bank, N.A., f/k/a
RBS Citizens, N.A.

"Among other things, the relief granted herein will minimize
disruption to the 100 Prospect Debtors' business and permit the 100
Prospect Debtors to preserve and maintain their going concern
value.  The terms of the 100 Prospect Debtors' use of Cash
Collateral and proposed adequate protection arrangements... are
fair and reasonable under the circumstances, and reflect the
Debtors' exercise of prudent business judgement consistent with
their fiduciary duties," Judge Silverstein held.

The 100 Prospect Debtors are authorized to use Cash Collateral
until the earlier of August 15, 2016, or the occurrence of a
Termination Event, for actual expenses for the 100 Prospect
Property.

The 100 Prospect Property refers to real property commonly known as
100 Prospect Street, located in the City of Stamford, County of
Fairfield and State of Connecticut.

As part of the adequate protection granted by the Court to Citizens
Bank, the Debtors were directed to obtain the entry by the Court of
a Sale Procedures Order on or before April 29, 2016, approving
commercially reasonable procedures for the sale of the 100 Prospect
Property, which procedures shall provide for:

   (a) an auction of the 100 Prospect Property by no later than
June 20, 2016;

   (b) approval by the Court of the sale of the 100 Prospect
Property by no later than June 29, 2016;

   (c) the closing of such sale no later than July 29, 2016; and

   (d) payment in full of the secured obligations out of the
proceeds of such sale no later than Aug. 15, 2016.

A full-text copy of the Final Order, dated April 29, 2016, is
available at https://is.gd/eG4gYH

                  About Newbury Common Associates

Newbury Common Associates, LLC, et al., comprise a corporate
enterprise that owns a diverse portfolio of high quality,
distinctive commercial, hospitality and residential properties
with
an aggregate of approximately 800,000 square feet located
primarily
in Stamford, Connecticut.

On Dec. 13, 2015, Newbury Common Associates, LLC, and 13
affiliates
each commenced a voluntary case (Bankr. D. Del. Lead Case No.
15-12507) under chapter 11 of the Bankruptcy Code, and on Dec. 14,
Tag Forest LLC commenced a Chapter 11 case (collectively,
"Original
Debtors").  On Feb. 3, 2016, Newbury Common Member Associates, LLC
and 8 affiliates commenced a voluntary case under chapter 11 of
the
Bankruptcy Code; and then on Feb. 4, 88 Hamilton Avenue
Associates,
LLC filed a Chapter 11 petition (collectively "Additional
Debtors").

Seaboard Realty, LLC, its principals or entities it manages serve
as the manager under the operating agreements for each of the
Debtors and is owned 50% by John J. DiMenna, Jr., 25% by Thomas L.
Kelly, Jr. and 25% by William A. Merritt, Jr.  The Original
Debtors
other than Seaboard Residential, LLC, Tag, and Newbury Common
Associates, LLC, are holding companies whose assets are
substantially comprised of the equity of the Property Owner
Debtors.  The Debtors' eight operating property are owned by the
"Property Owner Debtors", namely Century Plaza Investor
Associates,
LLC; Seaboard Hotel Associates, LLC; Seaboard Hotel LTS
Associates,
LLC; Park Square West Associates, LLC; Clocktower Close
Associates,
LLC; One Atlantic Investor Associates, LLC; 88 Hamilton Avenue
Associates, LLC; 220 Elm Street I, LLC; 300 Main Street
Associates,
LLC; and Seaboard Residential, LLC.

The Original Debtors' chapter 11 cases are being jointly
administered pursuant to an order entered Dec. 18, 2015.  The
Debtors later won approval of a supplemental motion seeking joint
administration of the Additional Debtors' Chapter 11 cases with
the
cases of the Original Debtors for procedural purposes only.

As of Jan. 7, 2016, the Debtors had incurred purported aggregate
funded secured indebtedness of approximately $177.2 million in
principal, including approximately $150.4 million of
property-level
secured debt and approximately $26.8 million of purported and
allegedly unauthorized mezzanine debt.

The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and
Dechert LLP as attorneys, and Donlin Recano as claims and noticing
agent.


NEWBURY COMMON: 300 Main Street Cash Collateral Use Approved
------------------------------------------------------------
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware authorized debtor 300 Main Street
Associates, LLC to use the Cash Collateral of U.S. Bank, N.A.

Judge Silverstein acknowledged that the Debtor has an immediate
need to use the Cash Collateral related to the 300 Main Property
to, among other things, preserve and maintain the going concern
value of the Debtor, absent which immediate and irreparable harm
will result to the Debtor, its estate, and its creditors.  He
further acknowledged that the preservation and maintenance of the
Debtor's assets and business is necessary to maximize value.

The Debtor is authorized to use Cash Collateral until August 15,
2016, for actual expenses for the 300 Main Property, as well as for
the payment of the Debtor's restructuring expenses up to $125,000.

As part of the adequate protection granted to U.S. Bank, N.A.,
Judge Silverstein directed the Debtor to obtain approval by the
Court on or before April 29, 2016 of commercially reasonable
procedures for the sale of the 300 Main Property, which procedures
will provide for the approval by the Court of an auction sale of
the 300 Main Property no later than July 29, 2016, for the closing
of such sale no later than August 15, 2016, and for the payment in
full of the Allowed Lender Claim no later than August 30, 2016.

A full-text copy of the Final Order, dated April 29, 2016, is
available at https://is.gd/328jUd

                 About Newbury Common Associates

Newbury Common Associates, LLC, et al., comprise a corporate
enterprise that owns a diverse portfolio of high quality,
distinctive commercial, hospitality and residential properties
with
an aggregate of approximately 800,000 square feet located
primarily
in Stamford, Connecticut.

On Dec. 13, 2015, Newbury Common Associates, LLC, and 13
affiliates
each commenced a voluntary case (Bankr. D. Del. Lead Case No.
15-12507) under chapter 11 of the Bankruptcy Code, and on Dec. 14,
Tag Forest LLC commenced a Chapter 11 case (collectively,
"Original
Debtors").  On Feb. 3, 2016, Newbury Common Member Associates, LLC
and 8 affiliates commenced a voluntary case under chapter 11 of
the
Bankruptcy Code; and then on Feb. 4, 88 Hamilton Avenue
Associates,
LLC filed a Chapter 11 petition (collectively "Additional
Debtors").

Seaboard Realty, LLC, its principals or entities it manages serve
as the manager under the operating agreements for each of the
Debtors and is owned 50% by John J. DiMenna, Jr., 25% by Thomas L.
Kelly, Jr. and 25% by William A. Merritt, Jr.  The Original
Debtors
other than Seaboard Residential, LLC, Tag, and Newbury Common
Associates, LLC, are holding companies whose assets are
substantially comprised of the equity of the Property Owner
Debtors.  The Debtors' eight operating property are owned by the
"Property Owner Debtors", namely Century Plaza Investor
Associates,
LLC; Seaboard Hotel Associates, LLC; Seaboard Hotel LTS
Associates,
LLC; Park Square West Associates, LLC; Clocktower Close
Associates,
LLC; One Atlantic Investor Associates, LLC; 88 Hamilton Avenue
Associates, LLC; 220 Elm Street I, LLC; 300 Main Street
Associates,
LLC; and Seaboard Residential, LLC.

The Original Debtors' chapter 11 cases are being jointly
administered pursuant to an order entered Dec. 18, 2015.  The
Debtors later won approval of a supplemental motion seeking joint
administration of the Additional Debtors' Chapter 11 cases with
the
cases of the Original Debtors for procedural purposes only.

As of Jan. 7, 2016, the Debtors had incurred purported aggregate
funded secured indebtedness of approximately $177.2 million in
principal, including approximately $150.4 million of
property-level
secured debt and approximately $26.8 million of purported and
allegedly unauthorized mezzanine debt.

The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and
Dechert LLP as attorneys, and Donlin Recano as claims and noticing
agent.


NEWBURY COMMON: 88 Hamilton Can Use Cash Collateral Until Aug. 15
-----------------------------------------------------------------
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware authorized debtor 88 Hamilton Avenue
Associates, LLC, to use the cash collateral of Wilmington Trust,
N.A.

Judge Silverstein authorized 88 Hamilton to use Cash Collateral
according to the Budget, including the payment of $300,000 for
restructuring expenses, until the earlier of August 15, 2016, or
the occurrence of a Termination Event.

Judge Silverstein granted Wilmington Trust adequate protection as
follows:

     (1) The Sales Procedures Order will not be amended or modified
without the consent of Wilmington Trust;

     (2) Subject to the reservations and limitations set forth in
the Order with respect to Cedar Hill, to the extent of diminution
in the value of Wilmington Trust's interest in the Collateral,
including its interest in the Cash Collateral, Wilmington Trust is
granted replacement security interests and lines on all
postpetition property of 88 Hamilton's bankruptcy estate; and

     (3) Wilmington Trust shall have a superpriority administrative
expense claim under section 507(b) of the Bankruptcy Code to the
extent of any diminution of the Cash Collateral from the Petition
Date, among others.

"88 Hamilton has an immediate need to use Cash Collateral related
to the 88 Hamilton Property... to, among other things, preserve and
maintain the going concern value of 88 Hamilton, absent which
immediate and irreparable harm will result to the Debtors, their
estates and their creditors.  The preservation and maintenance of
88 Hamilton's assets and business is necessary to maximize value.
Absent 88 Hamilton's ability to use Cash Collateral, 88 Hamilton
would not have sufficient available sources of working capital or
financing and would be unable to pay its operating expenses or
maintain its assets, to the severe detriment of its estates,
creditors and member," Judge Silverstein acknowledged.

A full-text copy of the Final Order, dated May 19, 2016, is
available at https://is.gd/lXCuLR

                  About Newbury Common Associates

Newbury Common Associates, LLC, et al., comprise a corporate
enterprise that owns a diverse portfolio of high quality,
distinctive commercial, hospitality and residential properties
with
an aggregate of approximately 800,000 square feet located
primarily
in Stamford, Connecticut.

On Dec. 13, 2015, Newbury Common Associates, LLC, and 13
affiliates
each commenced a voluntary case (Bankr. D. Del. Lead Case No.
15-12507) under chapter 11 of the Bankruptcy Code, and on Dec. 14,
Tag Forest LLC commenced a Chapter 11 case (collectively,
"Original
Debtors").  On Feb. 3, 2016, Newbury Common Member Associates, LLC
and 8 affiliates commenced a voluntary case under chapter 11 of
the
Bankruptcy Code; and then on Feb. 4, 88 Hamilton Avenue
Associates,
LLC filed a Chapter 11 petition (collectively "Additional
Debtors").

Seaboard Realty, LLC, its principals or entities it manages serve
as the manager under the operating agreements for each of the
Debtors and is owned 50% by John J. DiMenna, Jr., 25% by Thomas L.
Kelly, Jr. and 25% by William A. Merritt, Jr.  The Original
Debtors
other than Seaboard Residential, LLC, Tag, and Newbury Common
Associates, LLC, are holding companies whose assets are
substantially comprised of the equity of the Property Owner
Debtors.  The Debtors' eight operating property are owned by the
"Property Owner Debtors", namely Century Plaza Investor
Associates,
LLC; Seaboard Hotel Associates, LLC; Seaboard Hotel LTS
Associates,
LLC; Park Square West Associates, LLC; Clocktower Close
Associates,
LLC; One Atlantic Investor Associates, LLC; 88 Hamilton Avenue
Associates, LLC; 220 Elm Street I, LLC; 300 Main Street
Associates,
LLC; and Seaboard Residential, LLC.

The Original Debtors' chapter 11 cases are being jointly
administered pursuant to an order entered Dec. 18, 2015.  The
Debtors later won approval of a supplemental motion seeking joint
administration of the Additional Debtors' Chapter 11 cases with
the
cases of the Original Debtors for procedural purposes only.

As of Jan. 7, 2016, the Debtors had incurred purported aggregate
funded secured indebtedness of approximately $177.2 million in
principal, including approximately $150.4 million of
property-level
secured debt and approximately $26.8 million of purported and
allegedly unauthorized mezzanine debt.

The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and
Dechert LLP as attorneys, and Donlin Recano as claims and noticing
agent.


NEWBURY COMMON: Clocktower Close Allowed to Use Cash Collateral
---------------------------------------------------------------
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware authorized debtor Clocktower Close
Associates, LLC, to use First County Bank's cash collateral.

"The relief provided pursuant to this Order is necessary,
essential, and appropriate for the continued operation of the
Debtor's business and the management and preservation of the
Debtor's assets and the property of its estate... The Debtor has
demonstrated good and sufficient cause for the relief granted,"
Judge Silverstein acknowledged.

Judge Silverstein authorized the Debtor to use cash collateral
through Aug. 15, 2016, and directed the Debtor to make all payments
of operating expenses in a timely fashion.

The Debtor was authorized to use Cash Collateral for actual
expenses for the Clocktower Property, as well as for the payment of
the Debtor's restructuring expenses up to a total of $20,000.

The Clocktower Property refers to real property commonly known as
ClockTower Close, located at 25 Grand Street, Norwalk,
Connecticut.

Judge Silverstein directed the Debtor to obtain approval by the
Court on or before April 29, 2016 of commercially reasonable
procedures for the sale of the Clocktower Property, which
procedures shall provide for the approval by the Court of an
auction sale of the Clocktower Property no later than July 29,
2016, for the closing of such sale no later than August 15, 2016,
and for the payment in full of the Secured Obligations no later
than August 30, 2016.  A full-text copy of the Final Order, dated
April 29, 2016, is available at https://is.gd/eztb6X

                 About Newbury Common Associates

Newbury Common Associates, LLC, et al., comprise a corporate
enterprise that owns a diverse portfolio of high quality,
distinctive commercial, hospitality and residential properties
with
an aggregate of approximately 800,000 square feet located
primarily
in Stamford, Connecticut.

On Dec. 13, 2015, Newbury Common Associates, LLC, and 13
affiliates
each commenced a voluntary case (Bankr. D. Del. Lead Case No.
15-12507) under chapter 11 of the Bankruptcy Code, and on Dec. 14,
Tag Forest LLC commenced a Chapter 11 case (collectively,
"Original
Debtors").  On Feb. 3, 2016, Newbury Common Member Associates, LLC
and 8 affiliates commenced a voluntary case under chapter 11 of
the
Bankruptcy Code; and then on Feb. 4, 88 Hamilton Avenue
Associates,
LLC filed a Chapter 11 petition (collectively "Additional
Debtors").

Seaboard Realty, LLC, its principals or entities it manages serve
as the manager under the operating agreements for each of the
Debtors and is owned 50% by John J. DiMenna, Jr., 25% by Thomas L.
Kelly, Jr. and 25% by William A. Merritt, Jr.  The Original
Debtors
other than Seaboard Residential, LLC, Tag, and Newbury Common
Associates, LLC, are holding companies whose assets are
substantially comprised of the equity of the Property Owner
Debtors.  The Debtors' eight operating property are owned by the
"Property Owner Debtors", namely Century Plaza Investor
Associates,
LLC; Seaboard Hotel Associates, LLC; Seaboard Hotel LTS
Associates,
LLC; Park Square West Associates, LLC; Clocktower Close
Associates,
LLC; One Atlantic Investor Associates, LLC; 88 Hamilton Avenue
Associates, LLC; 220 Elm Street I, LLC; 300 Main Street
Associates,
LLC; and Seaboard Residential, LLC.

The Original Debtors' chapter 11 cases are being jointly
administered pursuant to an order entered Dec. 18, 2015.  The
Debtors later won approval of a supplemental motion seeking joint
administration of the Additional Debtors' Chapter 11 cases with
the
cases of the Original Debtors for procedural purposes only.

As of Jan. 7, 2016, the Debtors had incurred purported aggregate
funded secured indebtedness of approximately $177.2 million in
principal, including approximately $150.4 million of
property-level
secured debt and approximately $26.8 million of purported and
allegedly unauthorized mezzanine debt.

The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and
Dechert LLP as attorneys, and Donlin Recano as claims and noticing
agent.


NEWBURY COMMON: Seeks $20-Mil. DIP Financing From Webster Bank
--------------------------------------------------------------
Seaboard Hotel Associates, LLC, Seaboard Realty, LLC and Seaboard
Hotel Member Associates, LLC, ask the U.S. Bankruptcy Court for
authorization to obtain postpetition financing from Webster Bank,
National Association.

The Seaboard Debtors relate that they seek to accomplish the
postpetition financing through an amendment to the prepetition
Commercial Loan Agreement for the Courtyard Marriott Property.

The Amendment, which provides for the consensual use of cash
collateral and additional debtor in possession financing, contains,
among others, the following relevant terms:

     (1) DIP Credit Parties:

         * Borrower: Seaboard Hotel Associates, LLC
         * Indemnitors: Seaboard Realty, LLC and Seaboard Hotel
Member Associates, LLC
         * DIP Lender: Webster Bank, National Association

     (2) Total Borrowing Under Facility: $20,048,765

     (3) Fees: Commitment Fee in the amount of $112,759

     (4) Borrowing Limits/Advances Under Amendment: The Amendment
provides for an increase in availability under the Commercial Loan
Agreement in the form of Advances in a maximum aggregate amount of
$2,605,000.

     (5) Interest Rate and Default Interest Rate:  Until April 30,
2016, the outstanding principal balance of this Note will bear
interest, payable monthly in arrears, at an adjustable rate equal
to 325 basis points above the LIBOR rate.  Such adjustments will
become effective on the commencement of each Interest Rate Period.
The Default Interest Rate is the Interest Rate plus 5%.

     (6) Maturity Date: The Maturity Date is amended to extend
through Dec. 1, 2016.

The Seaboard Debtors tell the Court that as part of their
agreement, Webster Bank has agreed to withdraw its Motion to
Dismiss and has agreed to provide funds necessary to administer the
cases, fund the sale process, and pay certain vendors critical to
the operation of the Courtyard Marriott Property.  The Seaboard
Debtors further tell the Court that Webster Bank has agreed to
extend the maturity date of the Commercial Loan Agreement, which,
absent the Amendment, would have expired on May 1, 2016.

"The terms of the Amendment and the proposed Order were negotiated
in good faith and at arm's-length between the Seaboard Debtors and
Webster Bank, resulting in agreements designed to permit the
Seaboard Debtors to obtain the needed liquidity to maximize the
value of the Courtyard Marriott Property," the Seaboard Debtors
aver.

Seaboard Hotel Associates, LLC, and its affiliated debtors are
represented by:

          Robert S. Brady, Esq.
          Joel A. Waite, Esq.
          Sean T. Greecher, Esq.
          Maris J. Kandestin, Esq.
          YOUNG CONAWAY STARGATT & TAYLOR, LLP
          1000 North King Street
          Wilmington, DE 19801
          Telephone: (302)571-6600
          Facsimile: (302)571-1253
          E-mail: rbrady@ycst.com
                  jwaite@ycst.com
                  sgreecher@ycst.com
                  mkandestin@ycst.com

                 About Newbury Common Associates

Newbury Common Associates, LLC, et al., comprise a corporate
enterprise that owns a diverse portfolio of high quality,
distinctive commercial, hospitality and residential properties
with
an aggregate of approximately 800,000 square feet located
primarily
in Stamford, Connecticut.

On Dec. 13, 2015, Newbury Common Associates, LLC, and 13
affiliates
each commenced a voluntary case (Bankr. D. Del. Lead Case No.
15-12507) under chapter 11 of the Bankruptcy Code, and on Dec. 14,
Tag Forest LLC commenced a Chapter 11 case (collectively,
"Original
Debtors").  On Feb. 3, 2016, Newbury Common Member Associates, LLC
and 8 affiliates commenced a voluntary case under chapter 11 of
the
Bankruptcy Code; and then on Feb. 4, 88 Hamilton Avenue
Associates,
LLC filed a Chapter 11 petition (collectively "Additional
Debtors").

Seaboard Realty, LLC, its principals or entities it manages serve
as the manager under the operating agreements for each of the
Debtors and is owned 50% by John J. DiMenna, Jr., 25% by Thomas L.
Kelly, Jr. and 25% by William A. Merritt, Jr.  The Original
Debtors
other than Seaboard Residential, LLC, Tag, and Newbury Common
Associates, LLC, are holding companies whose assets are
substantially comprised of the equity of the Property Owner
Debtors.  The Debtors' eight operating property are owned by the
"Property Owner Debtors", namely Century Plaza Investor
Associates,
LLC; Seaboard Hotel Associates, LLC; Seaboard Hotel LTS
Associates,
LLC; Park Square West Associates, LLC; Clocktower Close
Associates,
LLC; One Atlantic Investor Associates, LLC; 88 Hamilton Avenue
Associates, LLC; 220 Elm Street I, LLC; 300 Main Street
Associates,
LLC; and Seaboard Residential, LLC.

The Original Debtors' chapter 11 cases are being jointly
administered pursuant to an order entered Dec. 18, 2015.  The
Debtors later won approval of a supplemental motion seeking joint
administration of the Additional Debtors' Chapter 11 cases with
the
cases of the Original Debtors for procedural purposes only.

As of Jan. 7, 2016, the Debtors had incurred purported aggregate
funded secured indebtedness of approximately $177.2 million in
principal, including approximately $150.4 million of
property-level
secured debt and approximately $26.8 million of purported and
allegedly unauthorized mezzanine debt.

The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and
Dechert LLP as attorneys, and Donlin Recano as claims and noticing
agent.


NORANDA ALUMINUM: Oracle Submits Objection to Downstream Sale
-------------------------------------------------------------
Oracle America, Inc., submitted to the U.S. Bankruptcy Court for
the Eastern District of Missouri, Southeastern Division, its
Limited Objection and Reservation of Rights with regard to Noranda
Aluminum, Inc., et al.'s motion seeking approval of the sale of the
Debtors' Downstream business.

"By the Sale Motion, the Debtors seek Bankruptcy Court authority
to, among other things, assume and assign certain executory
contracts between the Debtors and Oracle.  In connection with the
Sale Motion, the Debtors filed a Notice of Potential Assumption and
Assignment of Certain Executory Contracts and Unexpired Leases and
Proposed Cure Amounts... Oracle needs clarification and further
information, thereby necessitating the filing of this Rights
Reservation... The targeted Oracle agreements are, or pertain to,
licenses of intellectual property which are not assignable absent
Oracle's consent, pursuant to both the underlying license
agreements and applicable law.  Further, the contracts, as
identified in the Assumption Notice, are not adequately described,
and Oracle has one or more active contracts not identified in the
Assumption Notice.  Finally, the Sale Motion does not provide
Oracle with sufficient information either to determine whether the
purchaser/assignee is capable of performing under the terms of the
contracts the Debtors seek to assume and assign, or to ascertain
whether the assignee is an Oracle competitor... Accordingly, Oracle
requests that the Court deny the Sale Motion to the extent it seeks
authority for the Debtors to assume and assign any Oracle
agreements in the absence of Oracle's prior consent," Oracle
contends.

Oracle America, Inc., is represented by:

          Cherie Macdonald, Esq.
          GREENSFELDER, HEMKER & GALE, PC
          12 Wolf Creek Dr., Suite 100
          Swansea, IL 62226
          Telephone: (618)257-7308
          E-mail: ckm@greensfelder.com

                  - and -

          Shawn M. Christianson, Esq.
          BUCHALTER NEMER P.C.
          55 Second Street, Suite 1700
          San Francisco, CA 94105-2126
          Telephone: (415)227-0900
          Facsimile: (415)227-0770
          E-mail: schristianson@buchalter.com

                  - and -

          Deborah Miller, Esq.
          Michael Czulada, Esq.
          ORACLE AMERICA, INC.
          500 Oracle Parkway
          Redwood City, CA 94065
          Telephone: (650)506-5200
          Facsimile: (650)506-7114
          E-mail: deborah.miller@oracle.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.


OCONEE REGIONAL: S&P Lowers Rating on 1998 Revenue Debt to 'D'
--------------------------------------------------------------
S&P Global Ratings lowered its long-term rating on Baldwin County
Hospital Authority, Ga.'s series 1998 revenue debt issued for
Oconee Regional Medical Center (ORMC) to 'D' from 'CC'.

The downgrade follows ORMC's missed June 1 debt service payment to
bondholders.  According to a June 2, 2016, Electronic Municipal
Market Access filing, ORMC is pursing working capital financing to
obtain funds for this payment.  The hospital expects the financing
will be in place by the end of this month.

A gross revenue pledge of ORMC secures the bonds.  In addition to
the medical center, Oconee Regional Health System Inc. controls
several other affiliates.  The hospital accounts for approximately
88% of the system's revenue and 94% of its assets.  As of
Sept. 30, 2015, about $22.6 million of the 1998 bonds was
outstanding.


OUTER HARBOR: Time to Remove Actions Extended to Aug. 1, 2016
-------------------------------------------------------------
U.S. Bankruptcy Judge Laurie Selber Silverstein has extended the
deadline within which Outer Harbor Terminal, LLC, may file notices
of removal of any and all civil actions is extended to and
including Aug. 1, 2016.

                   About Outer Harbor Terminal

Outer Harbor Terminal, LLC -- aka Ports America Outer Terminal,
LLC, PAOH, and PAOHT -- is an Oakland, California-based port
operator. It is a joint venture between Ports America and Terminal
Investment Ltd.

Outer Harbor is winding down operations.  Ports America is leaving
Oakland to concentrate its investments in other terminals that the
company operates in Tacoma, Los Angeles-Long Beach, New York-New
Jersey and Baltimore.

Oakland, California-based port operator Outer Harbor Terminal, LLC
filed for Chapter 11 protection (Bankr. D. Del. Case No. 16-10283)
on Feb. 1, 2016.  The petition was signed by Heather Stack, chief
financial officer.  The Hon. Laurie Selber Silverstein is the case
judge.

The Debtor scheduled $103 million in assets and $370 million in
debt.

Milbank, Tweed, Hadley & Mccloy LLP is the Debtor's general
counsel.  Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.
serves as its Delaware counsel.  Prime Clerk LLC is the claims and
noticing agent.


PACIFIC SUNWEAR: Objects to Class Claim and Estimation Motions
--------------------------------------------------------------
Pacific Sunwear of California, Inc. and its affiliated debtors
submitted to the U.S. Bankruptcy Court for the District of Delaware
their oppositions to the motions of the Class and PAGA Claimants
seeking leave to file class proof of claim and for the estimation
and allowance of their claims.

The Motions were filed by Tamaree Beeney and Charles Pfeiffer, who
style themselves as the "Class and PAGA Claimants."

The Debtors tell the Court that Ms. Beeney was employed as an
associate manager and later as an assistant manager at a PacSun
store in Carlsbad, California, from May 2007 through May 2010.
They further tell the Court that Mr. Pfeiffer was a brand
representative/sales team member and later a lead sales
representative at a PacSun Store in Corona, California, from
November 2006 through May 2010.  The Debtors relate that
Ms. Beeney and Mr. Pfeiffer are plaintiffs in two wage-and-hour
actions pending in California state court.

"With their Motion, Beeney and Pfeiffer ask the Court to grant them
permission 'to file a class proof of claim, or class proofs of
claim'...  As the imprecision regarding whether they want to file
one or multiple proofs of claim suggests, the Motion is studiously
vague on what exactly is being requested.  There are no proposed
proofs of claim appended to the Motion, and the proposed form of
order merely provides that 'the Class and PAGA Claimants are
authorized to file the Class Proof of Claim'... The reason for this
hedging is clear: neither Beeney nor Pfeiffer has worked at a
PacSun store at any point in the last six years... and thus neither
has standing to represent a class of wage-and-hour claimants with
priority claims (which must have arisen on or after October 10,
2015, the 180th day before the petition date..) or administrative
claims (which must have arisen on or after the April 7, 2016
petition date)... Further, an action under the unique statute under
which Pfeiffer is proceeding (PAGA) is not a class action at all,
and thus cannot be the basis for the “class proof of claim" at
issue in the Motion," the Debtors aver.

The Debtors argue that the Estimation Motion is entirely derivative
of the Motion of the Class and PAGA Claimants for Leave to File
Class Proof of Claim.  

"The proper disposition of the Estimation Motion is outright denial
for failure to establish entitlement to the relief sought.  Any
other disposition effectively rewards Beeney and Pfeiffer for
filing a deficient pleading, with no proposed claim and no
supporting evidence, designed only to draw a response from the
Debtors that Beeney and Pfeiffer likely expect will include a
proposed estimation figure...  Beeney and Pfeiffer must specify the
relief they are seeking from the Court and must demonstrate good
cause for such relief.  The Debtors and all interested parties can
then evaluate the relief being requested and the evidentiary
showing accompanying that request and frame their responses
accordingly.  Beeney and Pfeiffer would then have an opportunity to
file a reply in further support of their motion, and the Court
would rule on the matter in the ordinary course. But that is not
how Beeney and Pfeiffer chose to proceed, and the Estimation Motion
is properly denied as a result," the Debtors contend.

The Motions of the Class and PAGA Claimants are scheduled for
hearing on June 8, 2016 at 10:00 a.m.

Pacific Sunwear of California, Inc., et al., are represented by:

          Michael R. Nestor, Esq.
          Joseph M. Barry, Esq.
          Maris Kandestin, Esq.
          Shane M. Reil, Esq.
          YOUNG CONAWAY STARGATT & TAYLOR, LLP
          Rodney Square
          1000 North King Street
          Wilmington, DE 19801
          Telephone: (302)571-6600
          Facsimile: (302)571-1253
          E-mail: mnestor@ycst.com
                 jbarry@ycst.com
                 mkandestin@ycst.com
                 sreil@ycst.com

               - and -

          Michael L. Tuchin, Esq.
          David M. Stern, Esq.
          Jonathan M. Weiss, Esq.
          KLEE, TUCHIN, BOGDANOFF & STERN LLP
          1999 Avenue of the Stars, 39th Floor
          Los Angeles, CA 90067
          Telephone: (310)407-4000
          Facsimile: (310)407-9090
          E-mail: mtuchin@ktbslaw.com
                 dstern@ktbslaw.com
                 jweiss@ktbslaw.com

               About Pacific Sunwear of California

Founded in 1982 in Newport Beach, California, as a surf shop,
Pacific Sunwear of California, Inc., operates in the teen and
young
adult retail sector, selling men's and womens apparel,
accessories,
and footwear. The Company went public in 1993 (NASDAQ: PSUN), and
peaked with 965 stores in 2006. At present, the Company has
approximately 593 retail locations nationwide under the names
"Pacific Sunwear" and "PacSun," which stores are principally in
mall locations. The Company has 2,000 full-time workers. Through
its ecommerce business, the Company operates an e-commerce site at
http://www.pacsun.com/         

On April 7, 2016, Pacific Sunwear of California, Inc., and two
affiliated debtors each filed a voluntary petition for relief
under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court
for the District of Delaware.  The cases are jointly administered
under Case No. 16-10882 and are pending before the Honorable
Laurie
Selber Silverstein.

The Debtors sought Chapter 11 protection with a Chapter 11 plan
that would convert debt into equity.

The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys; FTI Consulting, Inc.,
as financial advisor; Guggenheim Securities, LLC, as investment
banker; and Prime Clerk LLC as claims and noticing agent.


PALMAZ SCIENTIFIC: Proposes to Sell Assets for At Least $22.6M
--------------------------------------------------------------
Palmaz Scientific Inc., Advanced Bio Prosthetic Surfaces, Ltd.,
ABPS Management, LLC, and ABPS Venture One, Ltd., filed a motion
asking the U.S. Bankruptcy Court for the Western District of Texas,
San Antonio Division, to approve an auction sale and bid
protections for the sale of substantially all of the Debtors'
assets.

The sale to a purchaser of the Identified Assets and the assumption
of the executory contracts is for a purchase price of at least
$22,600,000 and on an "as is, where is basis."

Vactonix Scientific, Inc., the initial bidder identified in the Bid
Agreement, has invested substantial time and effort negotiating the
material terms of the Initial Bid Agreement with the Debtors.  The
Debtors submit that the proposed breakup fee payable to Vactonix in
the event pursue a sale to another party will not hamper or deter
the competitive bidding process.

In November 2015, Palmaz Scientific issued a Confidential Private
Placement memorandum in an effort to raise additional operational
and research funds, but such fundraising did not raise sufficient
funds.  Its fundraising ability and business operations have been
seriously disrupted over the past 18 months and litigation brought
against the company in Dallas, TX.  Palmaz Scientific has brought
counterclaims in that litigation, which assert that the plaintiffs
have spread false and disparaging information about the company.
Additionally, the counterclaims assert that false information was
intentionally disseminated to current investors, potential
partners, the press and even federal government authorities --
resulting in substantial damages -- essentially crippling Palmaz
Scientific's ability to maintain its going operations.  In its
counterclaims, the company asserts the defamation irreparably
harmed it and caused it millions of dollars in damages.

In light of its inability to raise additional capital, and the
additional burden of pending litigation, Palmaz Scientific
concluded that it should seek to sell all or substantially all of
its assets in connection with a case under Chapter 11.

The Debtors have moved expeditiously to initiate and implement a
process to identify and communicate with parties who might be
interested in acquiring the Identified Assets.  In connection with
such efforts, the Debtors employed Gerbsman Partners to assist with
the marketing of the Identified Assets.  In the course of that sale
process, several parties have expressed interest in purchasing the
Identified Assets of under 11 U.S.C. Section 363.

Due to a number of factors, including the importance of eliminating
continuing uncertainty which might harm the Identified Assets, the
Debtors believe that any purchaser of the Identified Assets will
likely want to close a transaction expeditiously and in no event
later than June 30, 2016.

The Debtors expect to receive bids for the purchase of the
Identified Assets by the proposed June 8, 2016 bid deadline.  The
Debtors will identify the highest and best offer and such highest
and best offer will be subject to overbid at the auction.

Any entity who wishes to make an offer to acquire the Identified
Assets is invited to conduct due diligence, at their own expense,
prior to the Sale Hearing. All bidders will be given an equal and
fair opportunity to gather information which they feel is necessary
to formulate a bid for the acquisition of the Identified Assets.
When making a bid, such third party bidders shall utilize the form
of asset purchase agreement.

Approval of a sale transaction will help Debtors' ability to seek
approval of a plan of reorganization and distribute the sale
proceeds in accordance with the priorities delineated in the
Bankruptcy Code.

                      About Palmaz Scientific

Headquartered in San Antonio, Texas, Palmaz Scientific is a
research and development company dedicated to the advancement of
the technology and science of medical implants.

Palmaz Scientific Inc., Advanced Bio Prosthetic Surfaces, Ltd.,
ABPS Management, LLC and ABPS Venture One, Ltd., filed Chapter 11
bankruptcy petitions (Bankr. W.D. Tex. Case Nos. 16-50552,
16-50555, 16-50556 and 16-50554, respectively) on March 4, 2016.
The petitions were signed by Eugene Sprague as director.

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

The Debtors have engaged Norton Rose Fulbright US LLP as counsel,
Groff & Rothe as accountants and Upshot Services LLC as noticing
agent.

The cases are assigned to Judge Craig A. Gargotta.


PARADIGM EAST: Seeks to Hire Wasserman as Legal Counsel
-------------------------------------------------------
Paradigm East Hanover, LLC seeks approval from the U.S. Bankruptcy
Court for the District of New Jersey to hire Wasserman, Jurista &
Stolz PC as its legal counsel.  

The firm will represent the Debtor in all matters concerning its
Chapter 11 proceeding.

Wasserman has received an initial retainer of $25,000.  The firm's
professionals and their hourly rates are:

     Robert B. Wasserman    Partner       $550
     Steven Z. Jurista      Partner       $550
     Daniel M. Stolz        Partner       $550
     Stuart M. Brown        Of Counsel    $500
     Kenneth L. Moskowitz   Of Counsel    $500
     Norman D. Kallen       Of Counsel    $500
     Keith Marlowe          Of Counsel    $500
     Leonard C. Walczyk     Partner       $425
     Scott S. Rever         Associate     $400
     Donald W. Clarke       Associate     $350
     Pamela Bellina         Paralegal     $175
     Lorrie L. Denson       Paralegal     $175
     Legal Assistants                     $125

Steven Jurista, a partner at Wasserman, disclosed in a court filing
that the firm is "disinterested" under section 101(14) of the
Bankruptcy Code.

Wasserman can be reached through:

     Steven Z. Jurista, Esq.
     Wasserman, Jurista & Stolz PC
     110 Allen Road, Suite 304
     Basking Ridge, NJ  07920
     Tel: (973) 467-2700
     Fax: (973) 467-8126

                   About Paradigm East Hanover

Paradigm East Hanover, LLC sought protection under Chapter 11  of
the Bankruptcy Code in the District of New Jersey (Newark) (Case
No. 16-21245) on June 9, 2016.  The petition was signed by David
Kushner, managing member of manager.  The Debtor disclosed total
assets of $10.7 million and total debts of $3.49 million.


PARAGON OFFSHORE: Paul Weiss, Young Conaway Represent Noteholders
-----------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the ad hoc group of noteholders in the Chapter 11 cases of Paragon
Offshore Plc, et al., filed with the U.S. Bankruptcy Court for the
District of Delaware a supplemental verified statement stating that
they hired Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young
Conaway Stargatt & Taylor, LLP.

The certain unaffiliated holders of (i) the 6.75% Senior Notes due
2022 and (ii) the 7.25% Senior Notes due 2024, issued by Paragon
Offshore plc under that certain indenture dated as of July 18,
2014, by and among Paragon Offshore plc, the subsidiary guarantors,
Deutsche Bank Trust Company Americas, as trustee, and Deutsche Bank
Luxembourg S.A., as paying agent and transfer agent, said in the
statement that in September 2015, certain members of the Ad Hoc
Group of Noteholders retained Paul Weiss to represent them in
connection with potential restructuring discussions involving the
Debtors.  From time to time, certain additional holders of Senior
Notes Claims have joined the Ad Hoc Group of Noteholders.  

In February 2016, the Ad Hoc Group of Noteholder retained Young
Conaway as its Delaware counsel.

On March 29, 2016, Paul Weiss and Young Conaway filed the Verified
Statement of the Ad Hoc Group of Noteholders Pursuant to Bankruptcy
Rule 2019.  Since they filed the original statement, the
composition and the disclosable economic interests in the Debtors
held, advised, or managed by certain members of the Ad Hoc
Group of Noteholders have changed.  Therefore, in accordance with
Bankruptcy Rule 2019, Paul Weiss and Young Conaway submitted the
Supplemental Statement to update and supplement the Original
Statement.

As of June 13, 2016, Paul Weiss and Young Conaway represent only
the Ad Hoc Group of Noteholders and do not represent or purport to
represent any other entities with respect to the Debtors' Chapter
11 cases.  In addition, each member of the Ad Hoc Group of
Noteholders does not purport to act, represent or speak on behalf
of any other entities in connection with the Debtors' Chapter 11
cases.

The members of the Ad Hoc Group of Noteholders hold disclosable
economic interests, or act as investment advisors or managers to
funds and accounts or their respective subsidiaries that hold
disclosable economic interests in relation to the Debtors.  In
accordance with Bankruptcy Rule 2019, and based upon information
provided to Paul Weiss and Young Conaway by each member of the Ad
Hoc Group of Noteholders, the members and the amount of each
disclosable economic interest of each present member of the Ad Hoc
Group of Noteholders include:

      a. AllianceBernstein L.P.
         1345 Avenue of the Americas
         New York, NY 10105
         6.75% Senior Notes Claims: $39,038,000
         7.25% Senior Notes Claims: $85,545,000

      b. Arosa Capital Management LP
         120 West 45th Street, Suite 3700
         New York, NY 10036
         6.75% Senior Notes Claims: $42,732,000
         7.25% Senior Notes Claims: $94,867,000

      c. Loomis, Sayles & Company, L.P.
         One Financial Center
         Boston, MA 02111
         6.75% Senior Notes Claims: $93,538,000
         7.25% Senior Notes Claims: $152,276,000

      d. P. Schoenfeld Asset Management LP
         1350 Avenue of the Americas, 21st Floor
         New York, NY 10019
         6.75% Senior Notes Claims: $43,006,000
         7.25% Senior Notes Claims: $30,875,000

The Counsel can be reached at:

         YOUNG CONAWAY STARGATT & TAYLOR, LLP
         Pauline K. Morgan, Esq.
         Maris J. Kandestin, Esq.
         Elizabeth S. Justison, Esq.
         1000 North King Street
         Wilmington, Delaware 19801
         Tel: (302) 571-6600
         Fax: (302) 571-1253
         E-mail: pmorgan@ycst.com
                 mkandestin@ycst.com
                 ejustison@ycst.com

                    and

         PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
         Andrew N. Rosenberg, Esq.
         Elizabeth R. McColm, Esq.
         Oksana Lashko, Esq.
         Jeanne L. John, Esq.
         1285 Avenue of the Americas
         New York, New York 10019
         Tel: (212) 373-3000
         Fax: (212) 757-3990
         E-mail: arosenberg@paulweiss.com
                 emccolm@paulweiss.com
                 olashko@paulweiss.com
                 jjohn@paulweiss.com

                      About Paragon Offshore

Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a  
global provider of offshore drilling rigs.  Paragon's operated
fleet includes 34 jackups, including two high specification heavy
duty/harsh environment jackups, and six floaters (four drillships
and two semisubmersibles). Paragon's primary business is
contracting its rigs, related equipment and work crews to conduct
oil and gas drilling and workover operations for its exploration
and production customers on a dayrate basis around the world.
Paragon's principal executive offices are located in Houston,
Texas.  Paragon is a public limited company registered in England
and Wales and its ordinary shares have been trading on the
over-the-counter markets under the trading symbol "PGNPF" since
December 18, 2015.

Paragon Offshore Plc, et al., filed separate Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb.
14, 2016, after reaching a deal with lenders on a reorganization
plan that would eliminate $1.1 billion in debt.

The petitions were signed by Randall D. Stilley as authorized
representative.  Judge Christopher S. Sontchi is assigned to the
cases.


PATSCO LP: Plan Proposes to Pay Claims in Full from Sale Proceeds
-----------------------------------------------------------------
PATSCO, L.P., filed with the U.S. Bankruptcy Court for the Western
District of Pennsylvania a small business Chapter 11 plan and
accompanying disclosure statement proposing to pay creditors in
full by a sale of the Debtor's real property.

The Debtor does not have any unsecured creditors.

The secured claims filed against the Debtor are:

   Creditor                    Claim Amount
   --------                    ------------
   NexTier Bank                    $175,499
   Allegheny County                 $27,966
   Borough and School District
      of West Mifflin              $129,654
   Allegheny County                 $13,690

A full-text copy of the Disclosure Statement is available at
http://bankrupt.com/misc/pawb15-24405-50.pdf

PATSCO, L.P. filed a Chapter 11 Petition (Bankr. W.D. Penn. Case
No. 15-24405) on December 2, 2015.  The Debtor owns properties
located at Streets Run Road, West Mifflin, and West Run Road,
HomesteadThe Debtor is represented by Francis E. Corbett, Esq. --
fcorbett@fcorbettlaw.com -- in Pittsburg, Pennsylvania.


PBF ENERGY: Egan-Jones Cuts Sr. Unsecured Ratings to BB-
--------------------------------------------------------
Egan-Jones Ratings Company lowered the senior unsecured ratings on
debt issued by PBF Energy Inc. to BB- on May 17, 2016.

PBF Energy is a petroleum refiner and supplier of unbranded
transportation fuels, heating oils, lubricants, petrochemical
feedstocks, and other petroleum products founded in 2008 with
headquarters in Parsippany, New Jersey.


PEAK WEB: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Peak Web LLC
          dba Peak Hosting
        19363 Willamette Dr.
        Mailbox 498
        West Linn, OR 97068

Case No.: 16-32311

Chapter 11 Petition Date: June 13, 2016

Court: United States Bankruptcy Court
       District of Oregon

Judge: Hon. Peter C McKittrick

Debtor's Counsel: Timothy J Conway, Esq.
                  TONKON TORP LLP
                  888 SW 5th Ave #1600
                  Portland, OR 97204
                  Tel: (503) 802-2027
                  E-mail: tim.conway@tonkon.com
                          timothy.conway@tonkon.com

                    - and -

                  Ava L Schoen, Esq.
                  888 SW 5th Ave #1600
                  Portland, OR 97204
                  Tel: (503) 802-2143
                  E-mail: ava.schoen@tonkon.com

Debtor's          
Consultant:       CASCADE CAPITAL GROUP, LLC

Debtor's           
Special
Purpose
Counsel:          SUSMAN GODFREY LLP

Estimated Assets: $100 million to $500 million

Estimated Debts: $50 million to $100 million

The petition was signed by Jeffrey E. Papen, CEO.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
CoreSite, L.P.                    Lease Termination    $1,225,000
1001 17th Street, Suite 500
Denver, CO 80202
Debbie Hice
Tel: 303-405-1008
debbie.hice@CoreSite.com

Zynga Inc                          Promissory Note       $598,122
315 Montgomery Street
San Francisco, CA 94104
Meredith
Lobel-Angel
Tel: 415-445-4201
mobelangel@zynga.com

InterXion                         Lease Termination      $469,617
Datacenters B.V.
Cessnalaan 50 1119 NL
Schiphol-Rijk
PO Box 75812
Netherlands
Sebastian Holtslag
Tel: 31-20-880-7600
sebastianh@interxion.com

Themesoft, Inc                         Services          $457,932
13601 Preston Rd, Ste W860
Dallas, TX 75240
Natalia Martinez
Tel: 972-474-8787
natalia@themesoft.com

Gregory M. Rodriguez                  Separation         $375,995
2 Kinghurst                           Agreement
San Antonio, TX 78248
Tel: 210-286-0832
senorgreg3658@gmail.com

Zayo Group, LLC                        Internet          $190,815
billing@zayo.com                       Service
                                       Provider

Data Sales Co., Inc.                Equipment Lease      $100,000
aseurer@datasales.com

Lightower                          Internet Service       $66,540
scallahan@lightower.com                Provider

Mainz Brady Group                   Staffing Services     $64,560
maria@mbg.com

Hewlett-Packard                      Equipment Lease      $58,000

Financial Services Co.
arthur.gass@hp.com

CISCO Systems Capital Corp.          Equipment Lease      $47,000
lkimble@cisco.com

8X8 INC                                 Services          $44,915
Stefan.falcon@8x8.com

American Express                      Credit Card         $43,715

Dell Marketing, L.P.                    Supplies          $42,602
ghulam_hussain@dell.com

Citi Credit Cards                     Credit Card         $36,104
alerts@citibank.com

Giglinx Inc.                            Internet          $35,923
accounting@giglinx.com                  Service
                                        Provider

Dasher Technologies, Inc.               Supplies          $34,306
michael.cook@dasher.com

Axis Capital, Inc.                      Equipment         $33,904
cindye@quailcap.com                       Lease

Dell Financial Services                 Equipment         $30,000
susan_burleson@dell.com                   Lease

St. Paul Fire &                         Litigation        Unknown
Marine Insurance
jparker@schwabe.com


PENNGOOD LLC: Taps Katrina Vaughan as Accountant
------------------------------------------------
Penngood LLC seeks approval from the U.S. Bankruptcy Court for the
District of Columbia to hire Katrina Vaughan as its accountant.  

The Debtor proposes to hire an accountant to give advice regarding
tax matters and review its books and records.

The normal billing rate of Ms. Vaughan, a certified public
accountant, is $100 per hour.

Ms. Vaughan neither holds nor represents any interest adverse to
that of the Debtor, according to court filings.   

The Debtor can be reached through its counsel:

     Richard G. Hall, Esq.
     7369 McWhorter Place, Suite 412
     Alexandria, VA 22003
     Tel: (703) 256-7159

                        About Penngood LLC

Headquartered in Washington, DC, Penngood LLC dba Penn Good and
Associates LLP derives its income primarily from government
contracts, or from work done for companies who are themselves
working on government contracts and has several promising
opportunities to acquire new accounts and to expand its business
in
this area.  It filed for Chapter 11 bankruptcy protection (Bankr.
D.C. Case No. 16-00051) on Feb. 15, 2016, listing $1.85 million in
total assets and $4.42 million in total liabilities.  The petition
was signed by Clyde H. Penn Jr., owner.

Richard G. Hall, Esq., at Richard G. Hall serves as the Debtor's
counsel.


POLLYANNA PROPERTIES: Hires Simon Hayes Resnik as General Counsel
-----------------------------------------------------------------
Pollyanna Properties, LLC seeks permission from the U.S. Bankruptcy
Court for the Central District of California to employ M. Jonathan
Hayes and Matthew D. Resnik of Simon Resnik Hayes LLC as its
general counsel

The Debtor requires Mr. Hayes and Mr. Resnik with the assistance of
SRH to:

     a. advice and assist regarding compliance with the
requirements of the United States Trustee;

     b. advice regarding matter of bankruptcy law, including the
rights and remedies of the Debtor in regard to its assets and with
respect to the claims of creditors;

     c. advice regarding cash collateral matters with respect to
the Debtor's real property;

     d. conduct examinations of witness, claimants or adverse
parties and to prepare and assist in the preparation of reports,
accounts and pleadings;

     e. advice concerning the requirements of the Bankruptcy Code
and applicable rules;

     f. assist with the negotiation, formulation, confirmation and
implementation of a Chapter 11 plan; and

     g. make any appearances in the Bankruptcy Court on behalf of
the Debtor and to take such other action and to perform such other
services as the Debtor may require.

SRH will render services to the Debtor at its regular hourly rates,
which are subject to adjustment form time to time and SRH
understands that its compensation in this case is subject to
approval of this court

SRH received a retainer of $5,000 prior to filing the Chapter 11
petition. Additional $15,000 will be paid upon approval of this
Application by the Court.

M. Jonathan Hayes and Matthew D. Resnik, Partner of Simon Resnik
Hayes LLC, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.

SRH may be reached at:

     M. Jonathan Hayes, Esq.
     Matthew D. Resnik, Esq.
     Roksana D. Moradi, Esq.
     Simon Resnik Hayes LLC
     15233 Ventura Blvd., Suite 250
     Sherman Oaks, CA 91403
     Phone: (818)783-6251
     Fax: (818)827-4919
     E-mail: jhayes@SRHLawFirm.com
             matthew@SRHLawFirm.com
             Roksana@SRHLawFirm.com

Pollyanna Properties LLC, based in Calabasas, California, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-11430) on May 11,
2016.  The Hon. Maureen Tighe presides over the case.  Matthew D
Resnik, Esq., at SIMON RESNIK HAYES LLP, serves as counsel.

In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities.  The petition was signed by Douglas
James Reed, managing member.


PREFERRED CONCRETE: Cuts Cash Collateral Deal with IRS
------------------------------------------------------
Preferred Concrete & Excavating, Inc., asks the Bankruptcy Court in
Rockford, Ill., for permission to use cash collateral encumbered by
federal tax liens to pay operating expenses.  The government is
owed about $181,000.  The Debtor has agreed to keep current with
taxes, remit $3,350 to the IRS each month, and grant replacement
liens.  The Debtor's motion papers suggest the government has
agreed to this proposal.

Preferred Concrete & Excavating, Inc., is a union concrete
contractor engaged in concrete in construction in Northern Illinois
and surrounding areas for the past 14 years.  The Debtor has
approximately 10 employees.  The Debtor filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Case No. 16-81114) on May
4, 2016.  O. Allan Fridman, Esq., in Northbrook, Ill., serves as
the Debtor's bankruptcy counsel.  At the time of the filing the
Debtor estimated its assets and liabilities at less than $1
million.  


PREMIER EXHIBITIONS: Files Voluntary Ch.11 Bankruptcy Petition
--------------------------------------------------------------
Premier Exhibitions, Inc. on June 14, 2016, disclosed that it has
filed a voluntary petition for reorganization relief under Chapter
11 of the U.S. Bankruptcy Code in the United States Bankruptcy
Court for the Middle District of Florida in Jacksonville, Florida.
The company plans to continue operating the business without
interruption as management focuses on developing and executing a
comprehensive corporate restructuring plan.  

In conjunction with the filing, Premier is seeking customary
authority from the Bankruptcy Court that will enable it to continue
operating its business and serving its customers in the ordinary
course.  The requested approvals include requests for the authority
to make wage and salary payments and continue various benefits for
employees as well as honor tickets purchased by customers and its
existing agreements with museum partners.  

Premier recently announced that it was taking certain actions to
address the company's financial condition and deteriorating
liquidity position.  Despite aggressive efforts to manage these
issues, the burden of the Company's lease in New York City and
other legacy business issues remain obstacles to the Company's
ability to conduct business.  Faced with these obstacles and
upcoming lease payments due, the company has determined that it
would be in the best interest of its stakeholders to file for
reorganization relief under Chapter 11.  Operating under the
protection of Chapter 11 will provide the company's most important
vendors with assurances that they will be paid.  Further, the
company intends to create a restructuring plan that should allow
Premier to emerge as a stronger business.  Further, as part of its
restructuring efforts, the company will continue to assess the
productivity of all assets, review additional cost-cutting
initiatives and explore strategic alternatives to maximize the
value of the business.

                About Premier Exhibitions, Inc.

Located in Atlanta, GA Premier Exhibitions, Inc. (otcqb:PRXI) --
http://www.prxi.com/-- is a major provider of museum quality
exhibitions throughout the world and claims to be a recognized
leader in developing and displaying unique exhibitions for
education and entertainment.  


PVH CORP: Moody's Assigns Ba2 Rating on New EUR350MM Sr. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to PVH Corp.'s
proposed EUR350 million 8-year senior unsecured notes.  Net
proceeds from the new notes will be used for general corporate
purposes.  The rating assigned to the proposed notes are subject to
receipt and review of final documentation.  All other ratings were
affirmed, including the Corporate Family Rating at Ba1, Probability
of Default Rating at Ba1-PD, secured credit facilities and notes at
Baa3, unsecured notes at Ba2, and Speculative Grade Liquidity
rating at SGL-1.  The ratings outlook remains stable.

"The transaction will modestly increase the company's leverage, but
also provide a natural currency hedge for its European based
businesses," stated Moody's analyst, Mike Zuccaro.  "PVH continues
to perform well in the face of strong currency headwinds, led by
strong growth in Calvin Klein and Tommy Hilfiger, particularly in
international markets.  The company continues to maintain a
balanced financial policy and generate strong free cash flow which
it will use, in conjunction with balance sheet cash, to fund
growth, reduce debt and repurchase shares in the coming year."

This rating was assigned:

   -- EUR350 million 8-year senior unsecured notes at Ba2 (LGD 6)

These ratings were affirmed and LGD assessments updated:

   -- Corporate Family Rating at Ba1
   -- Probability of Default Rating at Ba1-PD
   -- Senior secured revolving credit facilities at Baa3 (LGD 2)
      from (LGD3)
   -- Senior secured term loan A at Baa3 (LGD 2) from (LGD3)
   -- Senior secured debentures due 2023 at Baa3 (LGD 2) from
      (LGD3)
   -- Senior unsecured bonds due 2022 at Ba2 (LGD 6) from (LGD5)
   -- Speculative Grade Liquidity rating at SGL-1

The ratings outlook is stable.

                         RATINGS RATIONALE

PVH's Ba1 CFR reflects the company's strong market position and
ownership of two multibillion dollar lifestyle fashion brands with
global presence and broad lifestyle appeal - Tommy Hilfiger and
Calvin Klein.  The rating reflects the company's consistent
performance as evidenced by continued strong operating margins in
the face of currency fluctuations.  The company's heritage
businesses in the men's sportswear, swimwear, and intimate apparel
categories are in mature categories however they are cash
generative with strong and consistent returns on capital.  The
rating reflects the company's moderate debt burden with Moody's pro
forma debt/EBITDA of around 3.8 times, and Moody's expectation that
leverage will improve through earnings growth and debt reduction
over the next twelve months.  Ratings are constrained by the
company's aggressive financial policies which include meaningful
debt financed acquisitions.

The stable rating outlook reflects Moody's view that the company
will improve leverage to the mid-3 times range over the next 12-18
months.  Absent additional acquisition activity, Moody's expects
the company will increasingly use its strong free cash flow to
repurchase shares, and that it will acquire licensed product
categories and territories over time.  Despite negative pressure
due to currency headwinds, Moody's expects the company to maintain
positive constant-currency sales growth for its portfolio of brands
as a whole while maintaining its high operating margins.

Ratings could be upgraded if the company continues to reduce
absolute debt levels and demonstrates continued stability in
operating performance.  Quantitatively ratings could be upgraded if
debt/EBITDA was expected to be below 3.0 times and interest
coverage exceeded 4.5 times.  The company would also need to
meaningfully reduce its reliance on secured debt for an upgrade
into investment grade.

Ratings could be downgraded if the company's financial policies
were to become more aggressive or operating performance began to
falter.  Quantitatively, ratings could be lowered if debt/EBITDA
was sustained above 3.75 times.

Headquartered in New York, NY, PVH Corp. is one of the world's
largest apparel companies, with owned brands such as Calvin Klein,
Tommy Hilfiger, Van Heusen, IZOD, ARROW, Warner's, Olga and Speedo,
which is licensed for North America and the Caribbean in perpetuity
from Speedo International, Ltd.  PVH markets a variety of goods
under these and other nationally and internationally known owned
and licensed brands.  Revenues for the twelve months ended May 1,
2016 exceeded $8.0 billion.

The principal methodology used in these ratings was Global Apparel
Companies published in May 2013.


QEP RESOURCES: Egan-Jones Cuts FC Sr. Unsec. Rating to B
--------------------------------------------------------
Egan-Jones Ratings Company lowered the foreign currency senior
unsecured rating on debt issued by QEP Resources Inc. to B from BB-
on May 17, 2016.  EJR also lowered the foreign currency commercial
paper rating on the Company to B from A3.

QEP Resources, Inc. (QEP) is a holding company with two
subsidiaries, QEP Energy Company and QEP Marketing Company, which
are engaged in two primary lines of business: oil and gas
exploration and production (QEP Energy), and oil and gas marketing,
operation of a gas gathering system and an underground gas storage
facility, and corporate activities (QEP Marketing and Other).


QUIRKY INC: Seeks Approval of Global Settlement with GE
-------------------------------------------------------
Quirky, Inc., and its affiliates Wink, Inc., and Undercurrent
Acquisition, LLC, filed a joint motion asking the U.S. Bankruptcy
Court to approve a global settlement with General Electric Company
and its affiliates.

The Debtors' schedules of assets and liabilities reflect that
Quirky, Inc., is indebted to GE in an amount not less than
$23,463,499.  The Official Committee of Unsecured Creditors has
disputed the validity of some of the GE Claims, including whether
the Note Claims should be subject to recharacterization.

In the interest of avoiding further costly and time-consuming
litigation related to the sale of the Co-Branded Inventory or
disputes related to the GE Claims, the Debtors and GE conducted
arms' length negotiations that culminated in a global settlement
memorialized in a stipulation.  The salient terms of the Settlement
are:

   (a) Settlement Amount. On or within five business days of the
Stipulation Effective Date, GE will, in full and final
satisfaction, resolution, and settlement of all claims that could
be asserted by the Debtors against GE, make a one-time payment of
$10,000 to the Debtors.

   (b) Disallowance of Claims. On the Stipulation Effective Date,
the GE's claims will be deemed disallowed and expunged from the
claims register, and GE will not be permitted any other or
additional claim in these cases or against the Debtors or their
successors, provided, however, and notwithstanding the releases
provided in the Settlement, GE retains the right to assert any
claims it has by way of defense or offset to any claims that may be
asserted by those not parties to the Settlement.

   (c) Co-Branded Inventory. On or before the Stipulation Effective
Date, the Debtors will assemble and prepare the Co-Branded
Inventory for physical removal from the warehouses in which it is
located, the cost of which will be paid by GE.  At all times, the
Debtors will cooperate with GE in the removal of the Co-Branded
Inventory and will provide reasonable access to GE to all
warehouses in which the Co-Branded inventory is located. GE will
have the right to sell or dispose of the Co-Branded Inventory in
any manner it so chooses, in its sole and absolute discretion,
without incurring any obligations to the Debtors for the payment of
any additional consideration, including, but not limited to, any
royalties and/or profit sharing amounts.

   (d) Mutual Release. The parties will exchange mutual releases.

The Debtors have also asked the Court to schedule a hearing on the
Motion on June 27, 2016 at 10:00 a.m., and that any responses to
the Motion are required to be submitted on June 20.

Counsel for the Debtors and Debtors-in-Possession:

       Jeffrey L. Cohen
       Michael A. Klein
       Richelle Kalnit
       COOLEY LLP
       1114 Avenue of the Americas
       New York, New York 10036
       Telephone: 212-479-6000
       Email: jcohen@cooley.com
              mklein@cooley.com
              rkalnit@cooley.com

Counsel to GE:

       Harvey A. Strickon, Esq.
       PAUL HASTINGS LLP
       75 East 55th Street
       New York, NY 10022
       Telephone: (212) 318-6380
       Email: harveystrickon@paulhastings.com

Counsel to Creditors' Committee:

       Melanie L. Cyganowski, Esq.
       OTTERBOURG P.C.
       230 Park Avenue
       New York, NY 10169
       Telephone: (212) 661-9100
       Email: mcyganowski@otterbourg.com

            About Quirky, Inc.

Headquartered in New York City, Quirky designs and develops various
products ranging from electronics, home and garden, kitchen and
organization and sells those products through big box retailers
like Target and Home Depot and online through its Web site.  The
Company sold over 150 different products and a total of 4 million
units, generating over $50 million in revenue from its retail and
consulting businesses in 2014.

Quirky, Inc., Wink, Inc. and Undercurrent Acquisition, LLC filed
Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No.
15-12596) on Sept. 22, 2015, with a deal to sell their assets
related to the Wink business line as a going concern to Flextronics
International USA Inc., for $15 million, absent higher and better
offers.

The petitions were signed by Charles Kwalwasser, the chief
administrative officer.

Judge Martin Glenn is assigned to the jointly administered cases.

Quirky estimated assets in the range of $10 million to $50 million
and liabilities of at least $50 million.

The Debtors have engaged Cooley LLP as counsel, Klestadt Winters
Jureller Southard & Stevens LLP as conflicts counsel, Centerview
Partners LLC as investment bankers, FTI Consulting, Inc., as
financial advisors, Rust Consulting/Omni Bankruptcy as claims and
noticing agent and Hilco IP Services LLC dba Hilco Streambank as
intellectual property disposition consultant to Quirky, Inc.

The U.S. Trustee for Region 2 appointed five members to an Official
Committee of Unsecured Creditors.  The Committee retained
Otterbourg P.C.


REYNOLDS GROUP: Moody's Assigns B1 Rating on Proposed Notes
-----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
$2,100 Senior Secured Notes, comprising a mix of Senior Secured
Floating Rate notes due 2021 and Senior Secured Notes due 20231 and
a Caa2 rating to the proposed $800 million Senior Unsecured Notes
due June 2024 of Reynolds Group Issuer Inc., a subsidiary of
Reynolds Group Holdings Limited.  The company's B3 corporate family
rating, B3-PD probability of default rating and other instrument
ratings of Reynolds Group Holdings Limited and its subsidiaries
were affirmed.  The rating outlook is positive.

The proceeds from the new notes, along with $879 million of cash
from the balance sheet and a $140 million draw on the
securitization facility, will be used to refinance approximately
$2,900 million of debt and pay down $882 million of debt as well as
pay fees and expenses related to the transaction.

Moody's took these actions:

Reynolds Group Holdings Limited

   -- Affirmed B3 corporate family rating
   -- Affirmed B3-PD probability of default rating
   -- Assigned SGL-3 Speculative Grade Liquidity Rating

Reynolds Group Holdings Inc.

   -- Affirmed all senior secured facilities, B1, to (LGD3) from
      (LGD2)

Beverage Packaging Holdings (Lux) II S.A., (Co-Issued by Beverage
Packaging Hldgs II Issuer Inc. (USA))

   -- Affirmed all senior unsecured notes, Caa2 (LGD5)
   -- Affirmed senior subordinated notes, Caa2 (LGD6) (to be
      withdrawn at close of transaction)

Reynolds Group Issuer Inc. (Co-Issued by Reynolds Group Issuer LLC,
Reynolds Group Issuer (Luxembourg) S.A.)

   -- Affirmed all senior secured notes, B1 (LGD3)
   -- Affirmed Unsecured Bonds due 2018, Caa2 (LGD5) (to be
      withdrawn at close of transaction)
   -- Affirmed Sr Sec Notes due 2019, B1, to (LGD3) from (LGD2)
      (to be withdrawn at close of transaction)
   -- Affirmed Sr Unsecured Notes due 2019, Caa2 (LGD5) (to be
      withdrawn at close of transaction)
   -- Affirmed Sr Sec Notes due 2019, B1, to (LGD3) from (LGD2)
      (to be withdrawn at close of transaction)
   -- Affirmed Sr Unsecured Notes due 2019, Caa2 (LGD5) (to be
      withdrawn at close of transaction)
   -- Affirmed all senior unsecured notes, Caa2 (LGD5)
   -- Assigned senior secured notes, B1 (LGD3)
   -- Assigned senior unsecured notes, Caa2 (LGD5)

Pactiv Corporation

   -- Affirmed all senior unsecured notes, Caa2 (LGD6)

The outlook is positive.

                        RATINGS RATIONALE

The positive outlook reflects the projected benefits of the
proposed debt pay down and an expectation that the company will
significantly reduce debt further over the next 12 to 18 months
while maintaining good liquidity.  The proposed debt reduction is
expected to significantly improve free cash flow in 2017 and all
free cash flow is expected to be directed toward debt reduction.
Additionally, Reynolds is expected to improve its operating results
through various initiatives as well as maintain adequate backup
liquidity to cover operations as well as current maturities.
Proforma leverage is over 6.0 times so the company will need to
execute on its operating and capital structure plans and maintain
adequate liquidity in order to earn an upgrade.

The B3 corporate family rating reflects RGHL's weak credit metrics,
lengthy raw material cost pass-through provisions and the
concentration of sales.  The company has a complex capital and
organizational structure and limited transparency into its various
segments.  RGHL operates in a fragmented and competitive industry
and has a significant percentage of commodity products.  The
company is owned by a single individual-financier Graeme Hart.

Strengths in the company's profile include its strong brands and
market positions in certain segments, scale and high percentage of
blue-chip customers.  The company has strong brands and market
positions and there are some switching costs for customers in
certain segments.  Scale, as measured by revenue, is significant
and helps RGHL lower its raw material costs.  The company also has
high exposure to food and beverage packaging.  RGHL also maintains
adequate liquidity with a large cash balance on hand.

The positive rating outlook reflects an expectation that the
company will continue to improve its operating results and direct
all free cash flow to debt reduction as well as maintain adequate
backup liquidity to cover operations as well as current
maturities.

The ratings could be downgraded if there is deterioration in credit
metrics, liquidity or the competitive and operating environment.
The ratings could also be downgraded if the company pays out a
dividend or undertakes any significant acquisition. Specifically,
the ratings could be downgraded if debt to EBITDA remains above 6.0
times, EBITDA to interest expense declines below 1.9 times, and
funds from operations to debt declines below 6.0%.

The rating could be upgraded if RGHL sustainably improves its
credit metrics within the context of a stable operating and
competitive environment while maintaining adequate liquidity
including ample cushion under financial covenants.  Specifically,
debt to EBITDA would need to approach 5.5 times, EBITDA to interest
expense 3.0 times and funds from operations to debt 9.0%.
The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
September 2015.

Reynolds Group Holdings Limited (RGHL) is a global manufacturer and
supplier of food and beverage packaging, consumer storage products,
closures, and paper products.  The company manufactures consumer
packaging products (Reynolds Consumer), closures for the beverage,
dairy and food segment (CSI), foodservice packaging (Pactiv), fresh
carton packaging and paper products (Evergreen), and custom rigid
packaging for various consumer products (Graham). RGHL generated
revenues of approximately US $11.0 billion for the 12 months ended
March 31, 2016.  RGHL is based in New Zealand and solely owned by
financier Graeme Hart.


ROADRUNNER ENTERPRISES: Selling Chesterfield Property for $61.6K
----------------------------------------------------------------
Roadrunner Enterprises, Inc., by counsel, asks the U.S. Bankruptcy
Court for the Eastern District of Virginia, Richmond Division, for
entry of an order approving the sale of its real property located
at located at 21508 Jackson Street, S. Chesterfield, Virginia 23803
to Aleksandra Mirzaken for $61,600.

The Debtor continues in the possession of its property and
continues to operate and manage its businesses as a
debtor-in-possession.  Per the 2015 Tax Assessment, the Real
Property was valued at $94,000.

On or about May 25, 2010, the Debtor executed a Credit Line Deed of
Trust, whereby the Debtor granted Bank of McKenney ("BOM"), a deed
of trust on the real property, at for any and all obligations of
the Debtor to BOM in the maximum principal amount of $101,250. On
June 9, 2015, BOM filed its proof of claim, whereby BOM asserted
that the payoff for this particular loan, as of the petition date
was $92,662.  BOM has not obtained relief from stay as to the real
property.

On May 17, 2016, the Debtor entered into a contract for the sale of
the real property to Mirzaken.  By the terms of the contract, the
Debtor will also pay the parties' respective brokerage fees. Harris
& Associates, Inc. represented the Debtor in this proposed sale.

After payment of the foregoing closing costs from the sale
proceeds, the Debtor will pay to BOM the remaining sales proceeds,
which payment will be in full and final satisfaction of BOM's lien
on the real property. After the payments, the Debtor does not
anticipate there will be any remaining sales proceeds.

After a comprehensive review and in the exercise of the Debtor's
business judgment, the Debtor believes that the sale of the Real
Property represents the Debtor's best opportunity under the
circumstances to maximize the value of the Real Property at a
minimal cost.

Roadrunner Enterprises, Inc., is represented by:

          Robert S. Westermann, Esq.
          Rachel A. Greenleaf, Esq.
          HIRSCHLER FLEISCHER, P.C.
          The Edgeworth Building
          2100 East Cary Street
          Post Office Box 500
          Richmond, Virginia 23218-0500
          Telephone: (804) 771-9500
          Facsimile: (804) 644-0957
          E-mail: rwestermann@hf-law.com
                  rgreenleaf@hf-law.com

                   About Roadrunner Enterprises

Headquartered in Chesterfield County, Virginia, Roadrunner
Enterprises Inc. owns the Roadrunner Campground and more than 70
rental properties, lots, and other real estate interests.

Roadrunner Enterprises filed for Chapter 11 bankruptcy protection
(Bank. E.D. Va. Case No. 15-30604) on Feb. 6, 2015.  The petition
was signed by Carl Adenauer, president.  David K. Spiro, Esq., at
Hirschler Fleischer, P.C., serves as the Debtor's counsel.  Judge
Kevin R. Huennekens presides over the case.  The Debtor estimated
assets and liabilities of at least $10 million.


ROADRUNNER ENTERPRISES: Selling Colonial Heights Property
---------------------------------------------------------
Roadrunner Enterprises, Inc., by counsel, is asking the U.S.
Bankruptcy Court for the Eastern District of Virginia, Richmond
Division, to enter an order approving the sale of its real property
located at 15518 Happy Hill Road, Colonial Heights, Virginia to
Luis Fernandez for $18,000.

The Debtor continues in the possession of its property and
continues to operate and manage its businesses as a
debtor-in-possession. Per the 2014 Tax Assessment, the real
property was valued at $21,900.

On or about Oct. 23, 2003, the Debtor executed a Credit Line Deed
of Trust, whereby the Debtor granted Bank of McKenney ("BOM"), a
deed of trust on the real property, at for any and all obligations
of the Debtor to BOM in the maximum principal amount of $22,800.00.
On June 9, 2015, BOM filed its proof of claim, whereby BOM asserted
that the payoff for this particular loan, as of the petition date
was $13,876.  BOM has not obtained relief from stay as to the real
property.  

On March 31, 2016, the Debtor entered into a contract for the sale
of the real property to Fernandez.  By the terms of the contract,
the Debtor shall also pay the parties' respective brokerage fees.
Tyler Realty Group represented the Debtor in this proposed sale.

After payment of the foregoing closing costs from the sale
proceeds, the Debtor shall pay to BOM sufficient proceeds to pay
off the applicable loan secured by the real property, which payment
shall be in full and final satisfaction of BOM's lien on the real
property. After the payments contemplated, any remaining sales
proceeds shall be unencumbered property of the Debtor's estate.

After a comprehensive review and in the exercise of the Debtor's
business judgment, the Debtor believes that the sale of the real
property represents the Debtor's best opportunity under the
circumstances to maximize the value of the real property at a
minimal cost.

Roadrunner Enterprises is represented by:

          Robert S. Westermann, Esq.
          Rachel A. Greenleaf, Esq.
          HIRSCHLER FLEISCHER, P.C.
          The Edgeworth Building
          2100 East Cary Street
          Post Office Box 500
          Richmond, Virginia 23218-0500
          Telephone: (804) 771-9500
          Facsimile: (804) 644-0957
          E-mail: rwestermann@hf-law.com
                  rgreenleaf@hf-law.com

                   About Roadrunner Enterprises

Headquartered in Chesterfield County, Virginia, Roadrunner
Enterprises Inc. owns the Roadrunner Campground and more than 70
rental properties, lots, and other real estate interests.

Roadrunner Enterprises filed for Chapter 11 bankruptcy protection
(Bank. E.D. Va. Case No. 15-30604) on Feb. 6, 2015.  The petition
was signed by Carl Adenauer, president.  David K. Spiro, Esq., at
Hirschler Fleischer, P.C., serves as the Debtor's counsel.  Judge
Kevin R. Huennekens presides over the case.  The Debtor estimated
assets and liabilities of at least $10 million.


ROMA'S STEAK: Hires Stan Hartdegen as Accountant
------------------------------------------------
Roma's Steak and Pizzeria, Inc., asks for permission from the U.S.
Bankruptcy Court for the Northern District of Alabama to employ
Stan Hartdegen as accountant.

The Accountant will assist the Debtor with its financial record
keeping, gather tax basis information needed for purposes of income
tax preparation, and prepare any returns that are necessary.  The
Accountant may also be needed in analysis of other financial
transactions.

The Accountant assures the Court that he is a disinterested person
with the meaning of 11 U.S.C. Section 101(13) and that he has no
connections with any creditor or other party of interest, their
respective attorneys and accountants, the bankruptcy administrator,
or any person employed in the office of the bankruptcy
administrator.

The Accountant will be paid $25 per hour, plus mileage of .54 per
mile for work performed under the contract.

      Stan Hartdegen
      P.O. Box 1034
      Talladega, AL 35161
      Tel: (256) 375-9321

                       About Roma's Steak

Roma's Steak and Pizzeria, Inc., filed for Chapter 11 protection
(Bankr. N.D. Ala. Case No. 16-40260) on February 17, 2016.  The
petition was signed by Zaharias J. Limberis, president.  The Debtor
estimated assets of $0 to $50,000 and estimated debts of $50,000 to
$100,000.  Harry P. Long, who has an office in Anniston, Alabama,
is the Debtor's bankruptcy counsel.


ROSA LEDEZMA: Aug. 23 Plan and Disclosure Statement Hearing
-----------------------------------------------------------
Judge Rosemary Gambardella of the U.S. Bankruptcy Court for the
District of New Jersey, Newark Vicinage, conditionally approved the
disclosure statement explaining Rosa Ledezma's plan of
reorganization and scheduled a joint hearing to determine the
adequacy of the Disclosure Statement and to approve the Plan for
August 23, 2016, at 11:00 a.m.

Written objections to the adequacy of the Disclosure Statement and
Plan must be filed no later than seven days before the August 23
hearing.

The bankruptcy case is In the Matter of: ROSA LEDEZMA,
Debtor-in-Possession, Case No. 14-27531 (RG)(Bankr. D.N.J.).


RYCKMAN CREEK: Time to Remove Actions Extended to Aug. 30
---------------------------------------------------------
U.S. Bankruptcy Judge Kevin Carey has extended the time within
which Ryckman Creek Resources, LLC, may file notices of removal
until the later of (a) Aug. 30, 2016, for actions that have not
been stayed, or (b) 30 days after the entry of an order terminating
the automatic stay with respect to any particular action sought to
be removed.

                           About Ryckman

Formed on Sept. 8, 2009, Ryckman Creek Resources, LLC, is engaged
in the acquisition, development, marketing, and operation of a
Natural gas storage facility known as the Ryckman Creek Facility.
The Ryckman Creek Facility is a depleted crude oil and natural gas
reservoir located in Uinta County, Wyoming.  The Company began
development of the reservoir into a natural gas storage facility in
2011.  The Ryckman Creek Facility began commercial operations in
late 2012 and received injections of customer gas and gas purchased
by the Company.  The Debtors have approximately 35 employees.

Ryckman Creek Resources, LLC, Ryckman Creek Resources Holdings LLC,
Peregrine Rocky Mountains LLC and Peregrine Midstream Partners LLC
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos.
16-10292 to 16-10295) on Feb. 2, 2016.  The petitions were signed
by Robert Foss as chief executive officer.  Kevin J. Carey has been
assigned the case.

The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP
as counsel, AP Services, LLC, as management provider, Evercore
Group LLC as investment banker, and Kurtzman Carson Consultants LLC
as claims and noticing agent.

On April 11, 2016, Ryckman Creek Resources, LLC, disclosed total
assets of more than $205 million and total debts of more than
$391.2 million.


S-3 PUMP: Selling 54 Pick-Up Trucks to Landers and Barker
---------------------------------------------------------
S-3 Pump Service, Inc., asks the U.S. Bankruptcy Court for the
Western District of Louisiana, Shreveport Division, to approve the
sale of its 54 pickup trucks to Landers Dodge Chrysler Jeep Ram -
Bossier City and Barker Auto Sales for its respective bid prices.

The Debtor has used the vehicles in its business operations, and
has determined that it does need them in the conduct of its future
business operations.  Therefore, the Debtor believes it is in the
estate's best interest to sell or otherwise dispose of the
vehicles.

In order to determine the fair market value of the Vehicles, the
Debtor determined that the Vehicles can be sold for the highest
price, per Vehicle, if sold in bulk to wholesale purchasers.  The
Debtor solicited from two regional dealers of used automobiles,
Landers and Barker, prices for the wholesale purchase of the
Vehicles.  The prices bid by Landers and Barker for the Vehicles
are identified as Exhibit A, a copy of which is available at:

      http://bankrupt.com/misc/S-3_Pump_87_Sale_Exh.pdf

The sale of the vehicles will be without warranty of title, either
express or implied, but with full substitution and subrogation in
and to the rights and actions of warranty which the Debtor has or
may have against all preceding owners and vendors. By paying the
purchase price, the buyer shall waive all claims for warranty,
including warranty of title, even as to the return of all or part
of the purchase price.

The Debtor also asks to waive the fourteen-day stay of the
effectiveness of the order approving the sale so that the parties
can move swiftly upon Court approval to close these favorable
transactions as soon as possible.

S-3 Pump Service, Inc., is represented by:

          Robert W. Johnson
          BLANCHARD, WALKER, O'QUINN & ROBERTS
          PO Box 1126 (71163)
          333 Texas Street #700 (71101)
          Shreveport, LA
          Telephone: (318) 221-6858
          Facsimile: (318) 227-2967

                   About S-3 Pump Service, Inc.

S-3 Pump Service, Inc., provider of high pressure pumping service,
filed a Chapter 11 bankruptcy petition (Bankr. W.D. La. Case No.
16-10383) on March 4, 2016.   Honorable Judge Jeffrey P. Norman is
assigned to the case.

The petition was signed by Malcolm H. Sneed, III, the president.

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

Blanchard, Walker, O'Quin & Roberts serves as the Debtor's
counsel.



S. HEMENWAY: Court Doesn't Find Need for Patient Care Ombudsman
---------------------------------------------------------------
U.S. Bankruptcy Judge Katherine A. Constantine has ordered that the
appointment of an ombudsman for S. Hemenway Inc. to monitor the
quality of patient care and to represent the interests of the
patients of the debtor health care business is not necessary for
the protection of patients under the specific facts of the case,
but only at the present time and only until a final determination
is made at the continued hearing on the Motion.  The Motion is
continued to Thursday, June 23, 2016, at 9:30 a.m.

S. Hemenway Inc., operator of a Visiting Angel franchised nursing
home, filed a Chapter 11 bankruptcy petition (Bankr. D. Minn. Case
No. 16-31466) on May 2, 2016.  The petition was signed by Scott
Hemenway, the president.  Judge Katherina A. Constantine has been
assigned the case.


SABBATICAL INC: Hires Offutt Nord Burchett as Attorneys
-------------------------------------------------------
Sabbatical, Inc., seeks authorization from the U.S. Bankruptcy
Court for the Southern District of West Virginia to employ Offutt
Nord Burchett, PLLC as attorney for the Debtor and
Debtor-in-Possession.

The Debtor requires ONB to:

     a. provide the Debtor legal advice with respect to its powers
and duties as debtor-in-possession and in the operation of its
business and management of its property;

     b. represent the Debtor in defence of any proceeding
instituted to reclaim property or to obtain relief from the
automatic stay under 362(a) of the Bankruptcy Code;

     c. prepare any necessary applications, answers, orders,
reports and other legal papers and appear on the Debtor’s behalf
in proceedings instituted by or against the Debtor;

     d. assist the Debtor with the sale of their assets under
Section 363 of the Bankruptcy Code;

     e. assist the Debtor in preparation of schedule, statements of
financial affairs, and any amendments thereto which the Debtor may
be required to file in this case;

     f. assist the Debtor in the preparation of a plan and a
disclosure statement;

     g. assist the Debtor with other legal matters, including,
among others, securities, corporate, real estate, tax, intellectual
property, employee relations, general litigation, and bankruptcy
legal work;

     h. perform all of the legal services for the Debtor which may
be necessary or desirable herein.

ONB will be paid at these hourly rates:

      Stephen S. Burchett                 $275
      S. Taylor Hood                      $225
      Melanie Kerstetter                  $135

Other attorneys and paralegals will render services to the Debtor
as needed.  Their fees are: $275 for Partners and Of Counsel; $225
for Associates; and $135 for Legal Assistants/Paralegals.
    
ONB will also be reimbursed for reasonable out-of-pocket expenses
incurred.

S. Taylor Hood, partner of Offutt Nord Burchett, PLLC, 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.

ONB may be reached at:

      S. Taylor Hood, Esq.
      Offutt Nord Burchett, PLLC
      949 Third Avenue, Suite 300
      Huntington, WV 25701
      Telephone: (304)529-2868
      Facsimile: (304)529-2999
      E-mail: sthood@onblaw.com

                  About Sabbatical Inc.

Sabbatical, Inc. sought protection under Chapter 11 of the
Bankruptcy Code in the Southern District of West Virginia
(Huntington) (Case No. 16-30247) on May 18, 2016.  The petition
was signed by Dennis Johnson, president.  The case is assigned to
Judge Frank W. Volk.  The Debtor estimated both assets and
liabilities in the range of $1 million to $10 million.


SALTY DOG: Taps Sencer to Appraise FF&E
---------------------------------------
Salty Dog Rest., Ltd. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to hire Sencer Appraisal
Associates.

The Debtor tapped the firm to appraise its assets, which include
furniture, fixtures, inventory and equipment used in operating its
business.  The firm will provide these services:

     (a) on-site inspection and examination of the Debtor's
         premises, equipment, furniture, fixtures and inventory;

     (b) preparation of a written report; and

     (c) determine the fair market value of those assets "at the
         curb" in a forced liquidation sale.

Sencer Appraisal Associates has requested a flat fee for its
services and expenses in the amount of $1,200.  The Debtor has
agreed that, upon the court's approval, it will immediately pay the
firm the full amount for its services.

Matthew Edelstein of Sencer Appraisal Associates 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:

     Matthew Edelstein
     Sencer Appraisal Associates
     92 Reid Ave
     Port Washington, NY 11050
     Phone: 888-473-6237
     Email: info@sencerappraisal.com

                      About Salty Dog Rest

Salty Dog Rest, Ltd. sought protection under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the Eastern
District of New York (Brooklyn) (Case No. 16-40679) on February 24,
2016.  

The petition was signed by Robert P. Fadel, president. The case is
assigned to Judge Elizabeth S. Stong.  

The Debtor estimated assets of $0 to $50,000 and debts of $1
million to $10 million.


SANDRIDGE ENERGY: Egan-Jones Lowers FC Sr. Unsecured Rating to D
----------------------------------------------------------------
Egan-Jones Ratings Company downgraded the foreign currency senior
unsecured rating on debt issued by SandRidge Energy Inc. to D from
CCC+ on May 17, 2016.  EJR also lowered the foreign currency
commercial paper rating on the Company to D from C.

SandRidge Energy, Inc. is an oil and natural gas exploration and
production company headquartered in Oklahoma City, Oklahoma, with
its principal focus on developing high-return, growth-oriented
projects in the U.S. Mid-Continent and Niobrara Shale.


SANITAS PARTNERS: Involuntary Chapter 11 Case Summary
-----------------------------------------------------
Alleged Debtor: Sanitas Partners, V.I., LLC
                Anguilla Landfill
                P.O. Box 189
                Christiansted, VI 00820

Case Number: 16-10005

Involuntary Chapter 11 Petition Date: June 13, 2016

Court: United States Bankruptcy Court
       District Court of the Virgin Islands (St. Croix)

Judge: Hon. Mary F. Walrath

Petitioners' Counsel: Warren B. Cole, Esq.
                      HUNTER & COLE
                      1138 King St., Ste. 3
                      St. Croix, VI 00820
                      Tel: 340-773-3535
                      Fax: 340-778-8241
                      E-mail: wbcole@huntercolevi.com

   Petitioners                  Nature of Claim  Claim Amount
   -----------                  ---------------  ------------
GEC, LLC                           Settlement      $1,711,815
13F Estate Bethlehem               Agreement
Vitex Building E
Airport Road
Christiansted, VI 00820

Donald Moorehead                   Settlement        $884,000
1900 Downing Street                Agreement
Allen, TX 75013

Highland Holdings, Inc.             Taxes and         $15,000
1900 Downing Street              Other Services
Allen, TX 75013


SARATOGA RESOURCES: Files Plan of Reorganization
------------------------------------------------
BankruptcyData.com reported that Saratoga Resources filed with the
U.S. Bankruptcy Court a Chapter 11 Plan of Reorganization and
related Disclosure Statement. According to the Disclosure
Statement, principal features of the Plan include the following:
"Provide for the continued operation of the Debtors' business on a
scaled down version after confirmation, with essentially all Assets
of the Debtors transferred to, and Claims channeled, to a
Litigation Trust to be established under the Plan; Provide for the
distribution of the Plan Related Funds in accordance with the Cash
Collateral Stipulation and the Plan; Provide for the distribution
of the Convenience Fund to the holders of Convenience Claims;
Establish a Litigation Trust to pursue the Litigation Trust Causes
of Action and to distribute any Litigation Trust Net Proceeds to
the holders of superpriority claims, Administrative Expense Claims
and General Unsecured Claims; Provide for the transfer of all
assets of the Debtors (other than Excluded Assets), including
essentially all claims of the estates to the Litigation Trust." The
Disclosure Statement continues, "If Classes 1 (First Lien Lenders),
3 (Convenience Claims) and 4 (General Unsecured Claims) vote to
accept the Plan, then as part of a settlement of, among other
things, the amount of its superpriority Claims against the estates,
ERG II will subordinate the payment of its ERG II Superpriority
Claim to the payment of up to $2 million of unsecured pre-petition
trade debt from net proceeds of the Litigation Trust. If Classes 1,
3 and/or 4 do not vote to accept the Plan, then ERG II will not
subordinate the recovery of the ERG II Superpriority Claim to the
payment of the unsecured pre-petition trade debt; Provide that
certain assets - the Excluded Assets - of the Debtors which are not
transferred to the Litigation Trust will be retained by the
Reorganized Debtors; Provide that if Classes 1, 3 (Convenience
Claims) and 4 (General Unsecured Claims) vote to accept the Plan,
then the existing stockholders of Saratoga will retain their equity
interests in Reorganized Saratoga. If Classes 1, 3 (Convenience
Claims) and/or 4 (General Unsecured Claims) do not vote to accept
the Plan, then the Existing Equity Interests in Saratoga will be
cancelled and New Equity Interests in Reorganized Saratoga will be
issued to the Litigation Trust, LLC and; Provide for the
cancellation of the liens securing the First Lien Claims and Second
Lien Claims and any other Secured Claims (to the extent not already
cancelled at the time of the Sale to ERG II)."

                   About Saratoga Resources

Saratoga Resources -- http://www.saratogaresources.com/-- is an  
independent exploration and production company with offices in
Houston, Texas and Covington, Louisiana.  Principal holdings cover
approximately 51,500 gross/net acres, mostly held by production,
located in the transitional coastline and protected in-bay
environment on parish and state leases of south Louisiana and in
the shallow Gulf of Mexico Shelf.  Most of the company's large
drilling inventory has multiple pay objectives that range from as
shallow as 1,000 feet to the ultra-deep prospects below 20,000 feet
in water depths ranging from less than 10 feet to a maximum of
approximately 80 feet.

Saratoga Resources, Inc., Harvest Oil & Gas, LLC, and their
affiliated debtors sought protection under Chapter 11 of the
Bankruptcy Code on June 18, 2015.  The lead case is In re Harvest
Oil & Gas, LLC, Case No. 15-50748 (Bankr. W.D. La.).

The Debtors are represented by William H. Patrick, III, Esq., at
Heller, Draper, Patrick, Horn & Dabney, LLC, in New Orleans,
Louisiana.


SAVANNA ENERGY: S&P Revises Outlook to Neg. & Affirms 'B+' CCR
--------------------------------------------------------------
S&P Global Ratings said it revised its outlook on Calgary,
Alta.-based Savanna Energy Services Corp. to negative from stable
and affirmed its 'B+' long-term corporate credit rating on the
company.  At the same time, S&P Global Ratings raised its
issue-level rating on the company's senior unsecured debt to 'BB-'
from 'B+'.  S&P Global Ratings also revised its recovery rating on
the debt to '2' from '4'.  The recovery rating indicates S&P's
expectation of substantial (70%-90%; at the higher end of the
range) recovery for senior unsecured debtholders under S&P's
simulated default scenario.

"Given the significant deterioration of the company's cash flow
metrics, we believe there is some risk that Savanna's financial
risk profile could remain below the levels necessary to support the
'B+' rating," said S&P Global Ratings credit analyst Michelle
Dathorne.  "The recovery rating revision reflects the improved
recovery prospects for unsecured debtholders," Ms. Dathorne added.


The revolving credit facility size, which ranks senior to unsecured
debt, has decreased to C$150 million from C$250 million. Consistent
with S&P's recovery criteria, it estimates the drawn amount under
Savanna's senior credit facility at the time of S&P's simulated
default at 85% of its current C$150 million availability, leading
to higher residual enterprise value available to unsecured lenders.


S&P projects Savanna's forecast revenues and cash flow will remain
relatively weak because S&P expects persistently low hydrocarbon
prices throughout S&P's 2016-2018 forecast period to continue
affecting oil and gas drilling activity.  The company's reduced
capital and operating expenditures has tempered the deterioration
of its profitability and cash flow metrics.  As a result, S&P is
projecting its three-year (2016-2018), weighted-average credit
metrics to remain appropriate for the 'B+' corporate credit rating,
due primarily to a material improvement in S&P's forecast 2018
ratios.

The ratings reflect S&P Global Ratings' view of the scope of
Savanna's operations in its three principal markets; the quality of
the company's rig fleet; and the company's profitability profile,
which ranks in the bottom quartile of the contract drilling global
rated peer group (based on S&P's assessment of the company's EBITDA
margins and return on capital).  S&P believes the company's cash
flow protection metrics, which benefit from moderate debt levels
despite S&P's expectation of reduced cash flow generation during
its 2016-2018 cash flow forecast period, somewhat offset these
weaknesses.

Given the dramatic deterioration of Savanna's cash flow metrics,
which S&P Global Ratings expects will persist through 2017, the
negative outlook reflects S&P's view that Savanna's financial risk
profile might remain below the levels required to support the 'B+'
credit rating.  Nevertheless, S&P acknowledges the company's recent
efforts to reduce its operating and general and administrative
costs, as well as its near-term curtailed capital spending, which
have tempered the deterioration of its cash flow and leverage
profile.

Assuming S&P's assessment of Savanna's overall business risk
profile does not change, S&P would lower the rating, if the
company's cash flow adequacy and leverage profile deteriorated
during our 2016-2017 outlook period.  Specifically, S&P could lower
the rating if our estimate of Savanna's three-year (2016-2018)
weighted average FFO-to-debt fell below 20%, in addition to the
company's positive FOCF generation deteriorating materially from
S&P's current estimates, with no expectation of an improvement
during our 12-month outlook period.  S&P could also lower the
rating if the company's liquidity position weakened below its
current adequate assessment.

S&P would revise the outlook to stable, if the company is able to
strengthen its 2016-2017 FFO/debt ratio to at least 20%.  This
could occur, if the company's performance exceeds S&P's base case
scenario assumptions for those years, and the company is able to
increase its corporate utilization rates, revenues and cash flow
above the levels S&P is currently forecasting.


SCA L.P.: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: SCA, L.P.
        175 South Pleasantville Road
        Pottstown, PA 19464

Case No.: 16-14223

Chapter 11 Petition Date: June 13, 2016

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Hon. Jean K. FitzSimon

Debtor's Counsel: Allen B. Dubroff, Esq.
                  ALLEN B. DUBROFF, ESQUIRE & ASSOCIATES, LLC
                  1500 JFK Blvd
                  Suite 1030
                  Philadelphia, PA 19102
                  Tel: 215-568-2700
                  Fax: 215-689-3777
                  E-mail: allen@dubrofflawllc.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Allen S. Berman, managing member of 1036
Realty LLC.

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


SCRANTON RDA: S&P Assigns 'BB' Rating on 2016 Lease Revenue Bonds
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB' long-term rating to Scranton,
Pa.'s series 2016A and AA (taxable) guaranteed lease revenue bonds
issued on their behalf by the Redevelopment Authority (RDA) of the
City of Scranton.  The outlook is stable.

The bonds are secured by an assignment and pledge of payments to be
received by the authority from the city pursuant to the sublease
and guaranty agreement between the authority and the city.  The
sublease constitutes a general obligation (GO) of the city and the
full faith and credit and taxing power is pledged to the payment of
all amounts due under the sublease for debt service requirements.
The city may levy ad valorem tax without limit to rate or amount on
all taxable property within its borders.

"The rating is constrained by our opinion of the city's very weak
liquidity with limited access to external financing if needed,"
said S&P Global Ratings analyst Timothy Little.  Additional rating
constraints include our weak assessment of management conditions
based on prior-year structural imbalances prior to the 2015 budget
and high fixed costs for retirement contributions and debt
service.

The proceeds will fund a settlement award pursuant to a settlement
agreement with the Fraternal Order of Police, Lodge 2, and the Fire
Fighters Local Union 60 of the International Association of Fire
Fighters, under which the city has agreed to make certain payments
of back pay and certain contributions to the retirement plans of
the members represented by such unions, and refund the authority's
outstanding series 2008 guaranteed variable-rate demand lease
revenue bonds to a fixed rate.

"The 'BB' long-term rating reflects various rating constraints and
the following credit factors, including Scranton's weak economy,
management, and budgetary performance," said Mr. Little.  Other
factors include its very weak budgetary flexibility and liquidity.

Scranton, with an estimated population of 74,862, encompasses 25.3
square miles in Lackawanna County in northeastern Pennsylvania and
serves as the county seat.  It is approximately 130 miles north of
Philadelphia and 125 miles west of New York City.

"The stable outlook reflects our view that our opinion of
Scranton's weak management conditions, very weak economy, and very
weak liquidity will continue," added Mr. Little.  While the city's
liquidity and financial profile may improve through asset
monetization and implementation of its recovery plan, the
substantial fixed costs associated with its pension and debt
service obligations may prolong its fiscal distress.  Given these
current factors and rating constraints, S&P does not expect to
change its rating over the two-year outlook period.


SKAGIT GARDENS: Early Morning Biz. as Going Concern for $6.70M
--------------------------------------------------------------
Skagit Gardens, Inc., and its affiliates, Skagit Real Estate
Holdings, LLC, Skagit RESPE LLC, and Skagit TPPSPE LLC,
debtors-in-possession, ask the US Bankruptcy Court for the Western
District of Washington, for the entry of an order approving the
sale of substantially all of the Debtors' assets to Early Morning,
LLC for at around $6.70 million, subject to higher or better offers
through a bidding and auction process.

Early Morning has agreed to acquire Base Cash Consideration of
$6,227,500, plus (a) payment/assumption of up to $450,000 of
employment liabilities, including wages and accrued PTO to
employees; (b) the Cure Costs relating to the Assumed Contracts;
subject to an increase/decrease based on a Working Capital
Adjustment determined as of the Closing Date.

The proposed Sale to Early Morning provides for the best outcome to
the estate and its creditors and satisfies the Debtors' objective
of continuing the business of Skagit Gardens rather than closing
and liquidating.

Early Morning intends to continue to operate Skagit Gardens'
business, including continued employment for Skagit Gardens'
employees, and is prepared to close the sale on or before July 8,
2016, subject to this Court's approval and standard bidding
procedures.

The Purchase Agreement is subject to the submission by third
parties of higher or better offers.  In order for other bidders to
be a qualifying bidder under the Purchase Agreement, they must
submit a bid worth $300,000 more than the Stalking Horse Bidders
offer.  The $300,000 includes payment of the $200,000 Break-Up Fee,
$84,500 for the EM Consignment Inventory, and an increase in value
to the Debtors' estates of $15,500.  To participate in the June 28
auction, initial bids by interested parties must be submitted by
not later than 5:00 p.m. (PST) on June 24, 2016.
The Debtor proposes to conduct an auction (the "Auction") at the
offices of Bush Strout & Kornfeld, 601 Union St., #5000, Seattle,
WA 98101, on June 28, 2016, beginning at 10:00 a.m. (PST)

The proposed Sale delivers a substantial value to the creditor
constituencies in a variety of ways, including:

  a. Estimated distribution secured lenders Sterling Bank and Bank
of the West projected at approximately 85% of their debt, with the
net sales proceeds of the proposed Sale being distributed to them
on a pro rata basis;

  b. Benefits to unsecured creditors in the form of payment of
contract cure costs estimated to be $150,000 and payment of
503(b)(9) claims estimated to be $105,000;

  c. Benefits to employees in the payment/assumption of accrued
paid time off ("PTO") estimated to be approximately $180,000;

  d. Benefits to employees by providing for continued employment
post-closing; and

  e. Benefits to unsecured vendors/suppliers through a continuing
business relationship with the operating company post-closing.

If competitive bids are received, as appears quite possible, the
benefits to creditors will only increase.

A copy of the proposed Bidding Procedures Order and Sale Order
attached to the Motion is available for free at:

   http://bankrupt.com/misc/Skagit_Gardens_33_Sale_M.pdf

The Debtors are represented by:

          Armand J. Kornfeld
          Christine M. Tobin-Presser
          Katriana L. Samiljan
          BUSH KORNFELD LLP
          601 Union St., Suite 5000
          Seattle, Washington 98101-2373
          Telephone: (206) 292-2110
          Facsimile: (206) 292-2104

                       About Skagit Gardens

Founded in 1966 and headquartered in Mount Vernon, Washington,
Skagit Gardens, Inc., is a wholesale nursery that grows two
categories of plants, finished plants and plugs/liners, each grown
for different types of customers.  Skagit Gardens maintains a
steady workforce of approximately 150 employees, with a seasonal
high of 275 – 300 employees, making it one of the 20 largest
employers in Skagit County.

Skagit Gardens and three affiliates filed Chapter 11 petitions
(Bankr. W.D. Wash., Case No. 16-12879) on May 27, 2016. The
petitions were signed by Mark Buchholz as president.  The cases are
jointly administered under Case No. 16-12879.

The Debtors are represented by Bush Kornfeld LLP, in Seattle,
Washington, as counsel.  The cases are assigned to Judge
Christopher M. Alston.

The Debtors listed total assets of $12.5 million and total
liabilities of $19.3 million.


SKAGIT GARDENS: Taps Bush Kornfeld as Legal Counsel
---------------------------------------------------
Skagit Gardens Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Western District of Washington to hire
Bush Kornfeld LLP as their counsel.

The Debtors tapped the firm to:

     (a) give them legal advice about their powers and duties as
         debtors-in-possession;

     (b) prepare legal papers;

     (c) advise the Debtors about the processes surrounding a
         sale of their assets;

     (d) assist the Debtors in reviewing all claims and in
         determining all issues associated with the distribution
         on allowed claims; and

     (e) take necessary action to avoid any liens subject to the
         Debtors' avoidance.

The Debtors propose to employ Bush Kornfeld under a general
retainer based on time and billable charges.

Bush Kornfeld is "disinterested" as defined in section 101(14) of
the Bankruptcy Code, according to court filings.

The firm's contact information is:

     Bush Kornfeld LLP
     Law Offices
     601 Union St., Suite 5000
     Seattle, Washington 98101-2373
     Telephone (206) 292-2110
     Facsimile (206) 292-2104

                     About Skagit Gardens

Skagit Gardens Inc. is a wholesale nursery that grows two
categories of plants, finished plants and plugs/liners, each grown
for different types of customers.

Skagit Gardens and three affiliates filed Chapter 11 petitions
(Bankr. W.D. Wash., Case No. 16-12879) on May 27, 2016. The
petitions were signed by Mark Buchholz as president.  The cases are
jointly administered under Case No. 16-12879.    

The Debtors are represented by Bush Kornfeld LLP, in Seattle,
Washington, as counsel.  The cases are assigned to Judge
Christopher M. Alston.

The Debtors listed total assets of $12.5 million and total
liabilities of $19.3 million.


SKAGIT GARDENS: Taps Mundt MacGregor as Special Counsel
-------------------------------------------------------
Skagit Gardens Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Western District of Washington to hire
Mundt MacGregor LLP as their special counsel.

The Debtors tapped the firm to give advice on issues concerning the
sale of their assets.  

Prior to the Debtors' bankruptcy filing, Mundt MacGregor had served
as their corporate counsel with respect to issues relating to the
sale of their assets.

Mundt MacGregor does not represent or hold any interest adverse to
the interest of the Debtors and their estates, according to court
filings.

Mundt MacGregor's contact information is:

     Fishermen's Terminal Office
     4005 20th Avenue West, Suite 134
     Seattle, Washington 98199-1290
     Telephone: (206) 624-5950

        -- and --

     271 Wyatt Way NE, Suite 106
     Bainbridge Island, Washington 98110-2873
     Telephone: (206) 624-5950
     Facsimile: (206) 624-5469

                     About Skagit Gardens

Skagit Gardens Inc. is a wholesale nursery that grows two
categories of plants, finished plants and plugs/liners, each grown
for different types of customers.

Skagit Gardens and three affiliates filed Chapter 11 petitions
(Bankr. W.D. Wash., Case No. 16-12879) on May 27, 2016. The
petitions were signed by Mark Buchholz as president.  The cases are
jointly administered under Case No. 16-12879.    

The Debtors are represented by Bush Kornfeld LLP, in Seattle,
Washington, as counsel.  The cases are assigned to Judge
Christopher M. Alston.

The Debtors listed total assets of $12.5 million and total
liabilities of $19.3 million.


SMF ENERGY: Hires Berger Singerman as Litigation Consultant
-----------------------------------------------------------
Soneet R. Kapila, the Liquidating Trustee of SMF Energy Liquidating
Trust, as successor to SMF Energy Corporation and three of its
subsidiaries and affiliates, asks for authorization from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Berger Singerman, LLP, and Lewis Killian, Esq., as experts and
litigation consultants in connection with a certain adversary
proceeding for the Liquidating Trustee.

Berger Singerman will provide opinions, reports, or advice and act
as an expert witness in connection with the Liquidating Trustee's
pending litigation, or other services as may be required by the
Liquidating Trustee.

The firm will be paid at these hourly rates:

      Attorneys                    $350-$695
      Law Clerks & Paralegals      $135-$235

Lewis Killian, Esq., an attorney at Berger Singerman, assures the
Court that the firm neither holds nor represents any interest
adverse to the Debtors and is a disinterested person within the
scope and meaning of Section 101(14) of the Bankruptcy Code.

      BERGER SINGERMAN LLP
      Jessica Pavlik, Esq.
      Paul Steven Singerman, Esq.
      350 East Las Olas Boulevard, Suite 1000
      Fort Lauderdale, FL 33301
      Tel: (954) 712-5155
      Fax: (954) 775-3519
      E-mail: jpavlik@bergersingerman.com
              singerman@bergersingerman.com

                         About SMF Energy

SMF Energy Corporation, a provider of fuel and lubricants for the
trucking, manufacturing and construction industries, and three of
its subsidiaries filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Lead Case No. 12-19084) on April 15, 2012.  The affiliates are SMF
Services, Inc., H&W Petroleum Company, Inc., and Streicher Realty,
Inc.  Fort Lauderdale, Florida-based SMF Energy -- dba Streicher
Mobile Fueling and SMF Generator Fueling Services -- disclosed
$37.0 million in assets and $25.17 million in liabilities as of
Dec. 31, 2011.

SMF sought bankruptcy protection after Wells Fargo Bank, N.A.,
shut off access to a revolving credit loan and declared a default.
The bank is owed $11.2 million, including $8 million on a
revolving credit secured by all assets.  SMF Energy disclosed
$16,387,456 in assets and $31,160,009 in liabilities as of the
Chapter 11 filing.

On March 22, 2012, the Company appointed Soneet Kapila of Kapila &
Company, Ft. Lauderdale, Florida, as its chief restructuring
officer.

Judge Raymond B. Ray oversees the case.  Lawyers at Genovese
Joblove & Battista, P.A., serves as the Debtors' counsel.  Trustee
Services Inc. serves as claims agent.  Bayshore Partners, LLC,
serves as their investment banker.  The petition was signed by
Soneet R. Kapila, the CRO.

The Debtors tapped Harry Stampler and Stampler Auctions for the
sale and liquidation of the assets of the Debtors located at 200
West Cypress Creek Road, Suite 400, Fort Lauderdale, Florida
through an auction sale scheduled for July 19, 2012, at the
Property.

Steven R. Turner, the Assistant U.S. Trustee 21, appointed three
members to the Official Committee of Unsecured Creditors.  Robert
Paul Charbonneau and the law firm of Ehrenstein Charbonneau
Calderin represent the creditors.


SOUTHERN COPPER: Egan-Jones Cuts FC Sr. Unsec. Rating to BB+
------------------------------------------------------------
Egan-Jones Ratings Company downgraded foreign currency senior
unsecured rating on debt issued by Southern Copper Corp. to BB+
from BBB on May 17, 2016.

Southern Copper Corporation is a mining company originally founded
in 1952.


SOUTHGATE MALL: Taps Craig Atkinson to Manage Mall
--------------------------------------------------
Southgate Mall, LLC, seeks permission from the U.S. Bankruptcy
Court for the District of Kansas to employ Craig Atkinson to manage
the Southgate Mall, collect rents, take maintenance calls, and pay
expenses related to the operation of the Mall.

Objections to the request must be filed by June 22, 2016.  A
hearing on the request will be held on July 14, 2016, at 10:30
a.m.

In consideration of the services rendered and to be rendered, the
Manager will receive payment of $1,000 per month.

The Debtor assures the Court that the Manager holds no interest or
claims adverse to the bankruptcy estate and is a disinterested
person as that term is used in the Bankruptcy Code.

Headquartered in Rantoul, Illinois, Southgate Mall, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. C.D. Ill. Case No.
16-90237) on on March 15, 2016, estimating its assets and
liabilities at between $1 million and $10 million.  The petition
was signed by Steve Combest, member.

Judge Mary P. Gorman presides over the case.

Jason S. Bartell, Esq., at Bartell Powell LLP serves as the
Debtor's bankruptcy counsel.


ST. JAMES NURSING: PCO Says Quality of Care Maintained
------------------------------------------------------
Deborah L. Fish, the patient care ombudsman, filed her Second
Report as to the quality of patient care by St. James Nursing &
Physical Rehabilitation Center Inc.

The Debtor has maintained all of its services and is delivering
similar quality care to essentially the same patient population as
it did pre-petition.  The Administrator and staff have also
confirmed that there are no issues relative to medical or
operational supplies.

The PCO states that there have been no material changes in the
staff since the last report.  The staffing ratio meets the required
guidelines.

                    About St. James Nursing

St. James Nursing & Physical Rehabilitation Center Inc. sought
protection under Chapter 11 of the Bankruptcy Code in the Eastern
District of Michigan (Detroit) (Case No. 16-42333) on February 22,
2016.  The petition was signed by Bradley Mali, president.

The Debtor is represented by Michael E. Baum, Esq., at Schafer and
Weiner, PLLC. The case is assigned to Judge Phillip J. Shefferly.

The Debtor estimated assets of $0 to $50,000 and debts of $1
million to $10 million.


ST. JUDE NURSING CENTER: PCO Says Quality of Care Continues
-----------------------------------------------------------
Deborah L. Fish, patient care ombudsman, submitted her second
report on the status of the quality of patient care in the Chapter
11 case of St. Jude Nursing Center, Inc., which covers the period
from March 29, 2016 to May 27, 2016.

Ms. Fish states that the Debtor has maintained all of its services
and is delivering similar quality care to essentially the same
patient population as it did prepetition.

Ms. Fish believes that the residents receive satisfactory to good
care.  The residents in their own words agreed with this
assessment.

The Debtor has continued the same quality of care post-petition as
it did prepetition.

                   About St. Jude Nursing Center

St. Jude Nursing Center, Inc., filed a Chapter 11 petition (Bankr.
E.D. Mich. Case No. 16-42116) on April 20, 2016.  The Hon. John J.
Thomas presides over the cases.   Livonia, Mich.-based St. Jude
Nursing Center, Inc., is a privately owned and licensed long-term
skilled nursing facility.


STAMPEDE FOREST: Plan Promises 30% Dividend to Unsecured Creditors
------------------------------------------------------------------
Stampede Forest Products, Inc., obtained from the U.S. Bankruptcy
Court for the Eastern District of Washington conditional approval
of the disclosure statement explaining its proposed plan of
reorganization.

The Debtor's Plan is a partial liquidation Plan, providing for the
liquidation of a portion of the property of Debtor.  It also gives
the Debtor the option to sell its business in the future.

The Debtor's Plan is essentially premised upon its ability to
operate its business profitably. Thereafter, it proposes to pay all
allowable claims in full with interest, except the general
unsecured claims. Holders of general unsecured claims will be paid
an amount in monthly installments until the Allowed Claims are paid
a 30% dividend.  That will be the total paid said claims as
periodic payment.

Under any scenario, general unsecured creditors should receive a
dividend.  If the Debtor decides to sell its business and is able
to create and sell its business as an ongoing profitable
enterprise, all creditors could be paid in full with interest,
including general unsecured creditors; of course, this would depend
on the sales price.

Parties in interest who wish to object to the final approval of the
Disclosure Statement or the confirmation of the Plan must file with
the Clerk of the Bankruptcy Court on or before July 15, 2016, a
written objection to final approval of the Disclosure Statement or
confirmation and request for hearing and serve a copy on the
undersigned attorney for the Debtor.

The final hearing on the approval of the Plan of Reorganization and
Disclosure Statement is scheduled for August 2, 2016, at 2:30 p.m.,
in open Court at 904 W. Riverside Avenue, Third Floor, Spokane,
Washington.

Written Ballots for Accepting or Rejecting Plan must be filed with
the Clerk of the Bankruptcy Court no later than July 11, 2016.

A full-text copy of the Disclosure Statement dated June 6, 2016, is
available at http://bankrupt.com/misc/waeb15-04150-98.pdf

Stampede Forest Products, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Wash. Case No. 15-04150) on Dec. 22, 2015.
Stampede Forest Products, Inc., is an Omak, Washington-based forest
products company.

Kevin O'Rourke, Esq., at Southwell And O'Rourke serves as the
Company's bankruptcy counsel.

The Company says in its bankruptcy filing that it has almost
$178,000 in assets, primarily in the form of inventory and accounts
receivable, and owes more than $720,000 in debt to less than 50
creditors.


STAR COMPUTER GROUP: $6.5-Mil. Property Sale to Viro Approved
-------------------------------------------------------------
Judge A. Jay Cristol of the U.S. Bankruptcy Court for the Southern
District of Florida, Miami Division, authorized the sale of Star
Computer Group, Inc.'s real property to Viro Enterprises, LLC for
$6,500,000.  No other qualifying bids were submitted by the May 4
deadline, and, accordingly, the May 11 auction was cancelled.  The
real property is located at 2155-2185 NW 115th Avenue, Sweetwater,
Florida.

Star Computer Group, Inc., is represented by:

          Corali Lopez-Castro, Esq.
          KOZYAK TROPIN & THROCKMORTON, P.A.
          2525 Ponce de Leon Blvd., 9th Floor
          Miami, FL 33134
          Telephone: (305)372-1800
          Facsimile: (305)372-3508
          E-mail: clc@kttlaw.com

                     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.


STAR COMPUTER GROUP: BVDCC Objects to Order of Claims Payment
-------------------------------------------------------------
Banyan Village at Dolphin Commerce Center Condominium Association,
Inc. submitted to the U.S. Bankruptcy Court for the Southern
District of Florida, its Limited Objection to the confirmation of
Star Computer Group, Inc.'s Amended Plan of Liquidation.

"Notwithstanding the Debtor's description of BVDCC CONDO
ASSOCIATION's Secured Claim as a third lien on the Real Property,
BVDCC CONDO ASSOCIATION holds a second lien superior to that of the
U.S. Small Business Administration which the Amended Plan describes
as a Class 2.2 Secured Claim.  Accordingly, BVDCC CONDO ASSOCIATION
objects to Debtor's proposed treatment that its Secured Claim be
paid after full payment of the Class 2.2 Allowed Secured Claim of
the U.S. Small Business Administration... BVDCC CONDO ASSOCIATION
also objects to Debtor's proposed treatment that its Secured Claim
be paid after full payment of unsecured Allowed Administrative
Claims, unsecured Allowed Professional Fee Claims, and unsecured
Allowed Priority Tax Claims.  There is no basis to allow these
unsecured claims to be paid before the Secured Claim of BVDCC CONDO
ASSOCIATION," BVDCC Condo Association avers.

Banyan Village at Dolphin Commerce Center Condominium Association,
Inc., is represented by:

          James Schwitalla, Esq.
          THE BANKRUPTCY LAW OFFICES OF JAMES SCHWITALLA, P.A.
          12954 SW 133 Court
          Miami, FL 33186
          Telephone: (305)278-0811
          Facsimile: (305)278-0812

                    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.


STAR COMPUTER: Creditors Say BankUnited Has No Lien on D&O Claims
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Star Computer
Group, Inc., asks the U.S. Bankruptcy Court for the Southern
District of Florida, Miami Division, to determine that secured
lender, BankUnited, N.A., does not have a lien on Debtor's
litigation claims against the Debtor's former and/or current
officers and directors ("D&O Claims") or the proceeds therefrom.

BankUnited and the Debtor executed a Working Capital Agreement,
under which BankUnited agreed to provide the Debtor with a
revolving working capital loan.  The Debtor's obligations under the
loan agreement are secured by a Blanket Security Agreement between
BankUnited and the Debtor.

"The present dispute arises from BankUnited's incorrect belief that
it has a security interest in the D&O Claims based on the language
in the Security Agreement providing it with a security interest in
the Debtor's existing and after-acquired 'general intangibles,'
'proceeds,' and 'all other assets of [the Debtor], real and
personal, tangible and intangible[.]'... Notwithstanding
BankUnited's broad lien rights with regard to these types of
collateral, 'commercial tort claims,' such as the D&O Claims, are
separately categorized under the Uniform Commercial Code, and, in
order to obtain a lien over 'commercial tort claims,' the claims
must be described with particularity in creditor's security
agreement.  As such, the collateral description in BankUnited's
Security Agreement is insufficient to provide it with a security
interest in the D&O Claims or the proceeds therefrom," the Official
Committee asserts.

The Official Committee of Unsecured Creditors of Star Computer
Group is represented by:

          Patricia A. Redmond, Esq.
          STEARNS WEAVER MILLER WEISSLER
          ALHADEFF & SITTERSON, P.A.
          Museum Tower, Suite 2200
          150 West Flagler Street
          Miami, FL 33130
          Telephone: (305)789-3200
          E-mail: predmond@stearnsweaver.com

                     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.


STAR COMPUTER: Creditors Want Authority to Sue BankUnited
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Star Computer
Group, Inc., asks the U.S. Bankruptcy Court for the Southern
District of Florida, Miami Division, to grant standing and
authority for the Official Committee, the Liquidating Trustee, a
trustee or other fiduciary on behalf of the Debtor, to prosecute
certain claims and causes of action against BankUnited, N.A. ("Bank
Claims").

The Official Committee tells the Court that the prosecution of the
Bank Claims is critical for the Estate and its creditors, given the
Debtor's inability or unwillingness to pursue the Bank Claims.  It
further tells the Court that the Official Committee is the only
party-in-interest presently qualified and sufficiently vested to
pursue the Bank Claims.

"The Debtor has waived its rights to pursue the Bank Claims, and
other claims, and the Committee was provided a Challenge Period
within which to prosecute the Bank Claims... The Challenge Period
has been extended... through June 8, 2016... After reviewing the
facts and legal issues implicated by this case, the Committee
concluded that the assistance of special litigation counsel was
necessary to enable the Committee to discharge its statutory
duties, to appropriately evaluate, and if necessary, pursue certain
litigation claims and causes of action against the Debtor's former
and/or current officers and directors and other third parties...
Such claims include a potential claim against the Debtor's
directors and officers... for acts, conduct and omissions, which is
covered by a certain director and officer liability policy issued
by Scottsdale Indemnity Company... The wrongful acts identified to
date include breaches of fiduciary duty, neglect of duties,
corporate waste, errors, misstatements and/or materially inaccurate
statements, and omissions to act and/or state material facts known
to the D&Os when such statements were necessary, and the failure to
implement or otherwise follow adequate safeguards and controls,"
the Official Committee contends.

The Official Committee believes the potential recovery from the
Claims represents a substantial pool of assets that may be used to
satisfy the estates' liabilities to unsecured creditors.  The
Official Committee avers that it does not expect that the costs and
expenses to be incurred in connection with prosecuting the Claims
will be excessive in relation to the potential recovery for the
estates.

The Official Committee of Unsecured Creditors of Star Computer
Group, Inc. is represented by:

          Patricia A. Redmond, Esq.
          STEARNS WEAVER MILLER WEISSLER
          ALHADEFF & SITTERSON, P.A.
          Museum Tower, Suite 2200
          150 West Flagler Street
          Miami, FL 33130
          Telephone: (305)789-3200
          E-mail: predmond@stearnsweaver.com

                     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.


STINSON TROUTMAN: July 13 Plan Confirmation Hearing
---------------------------------------------------
Judge James P. Smith of the U.S. Bankruptcy Court for the Middle
District of Georgia approved the disclosure statement explaining
Stinson A. Troutman's Amended Plan of Reorganization and scheduled
for July 13, 2016, at 11:00 a.m., the hearing for the consideration
of confirmation of the Plan and any objections to confirmation of
the Plan.

Plan votes may be filed electronically by the holders of all claims
and interests on or before July 6. Any objection to confirmation of
the Plan must be filed in electronically with the Court on or
before July 6.

The bankruptcy case is Stinson A. Troutman, Case Number 15-50488
(Bankr. M.D. Ga.).


SUNEDISON INC: Deadline to File Schedules Moved to July 20
----------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York granted SunEdison, Inc. and its
debtor-affiliates an additional 44 days, to and including July 20,
2016, to file their Schedules of Assets and Liabilities and
Statements of Financial Affairs.

A previously reported in the Troubled Company Reporter, on April
25, 2016, the Bankruptcy Court entered an Order extending the time
by which the Debtors must file their Schedules and Statements to a
total of 44 days from the Petition Date, to and including June 6,
2016.

However, the Debtor needed an extension of the June 6 deadline in
view of the substantial burdens already imposed on the Debtors'
management, the time and attention the Debtors must devote to the
restructuring process, the amount of work entailed in completing
the Schedules and Statements for hundreds of domestic and foreign
subsidiaries of the Debtors, and the competing demands placed upon
the limited number of employees available to collect the
information.

The extension, the Debtors said, will enhance the accuracy of the
Statements and Schedules when filed and help avoid the potential
necessity of substantial subsequent amendments.

                      About SunEdison, Inc.

SunEdison, Inc., is a developer and seller of photovoltaic energy
solutions, an owner and operator of clean power generation assets,
and a global leader in the development, manufacture and sale of
silicon wafers to the semiconductor industry.

On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017). Martin H. Truong signed the petitions as
senior vice president, general counsel and secretary.

The Debtors disclosed total assets of $20.71 billion and total
debts of $16.14 billion as of Sept. 30, 2015.

The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rotschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent. The Debtors employed
PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as
their auditor and tax consultant.

An official committee of unsecured creditors has been appointed in
the case. The committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.



SUNEDISON INC: Drops Bid to Appoint Chapter 11 Examiner
-------------------------------------------------------
SunEdison Inc. on June 10 dropped its motion to appoint an examiner
in its Chapter 11 case.

The company in April had asked the U.S. Bankruptcy Court for the
Southern District of New York to appoint an official who would
investigate its pre-bankruptcy transactions.  The company withdrew,
without prejudice, their request for appointment of a Chapter 11
examiner.

SunEdison, together with its 25 affiliates, filed for Chapter 11
protection in April following a series of events that have impeded
the company's operations.  

These events include the poorly received Vivint merger, the call on
SunEdison's margin loan requiring an earlier than anticipated $439
million repayment and the SEC's investigation of the company
regarding its public   disclosure of its liquidity position,
according to court filings.

                      About SunEdison, Inc.

SunEdison, Inc., is a developer and seller of photovoltaic energy
solutions, an owner and operator of clean power generation assets,
and a global leader in the development, manufacture and sale of
silicon wafers to the semiconductor industry.

On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017).  Martin H. Truong signed the petitions as
senior vice president, general counsel and secretary.

The Debtors disclosed total assets of $20.71 billion and total
debts of $16.14 billion as of Sept. 30, 2015.

The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as  restructuring advisors and
Prime Clerk LLC as claims and  noticing agent.  The Debtors
employed PricewaterhouseCoopers LLP as financial advisors; and KPMG
LLP as their auditor and tax consultant.

An official committee of unsecured creditors has been appointed in
the case.  The committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.


SUNEDISON, INC: $22.5-Mil. Sunflower Project Sale Approved
----------------------------------------------------------
Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York, authorized SunEdison, Inc., and its
affiliated debtors to sell or transfer its interests in the 104MW
renewable energy project located in North Dakota, known as
Sunflower ("Sunflower Project") to Novatus Project Holdings I,
LLC.

The sale of the Sunflower Project is free and clear of all liens,
claims, interests and encumbrances, with such liens attaching to
the proceeds with the same validity, extent and priority as had
attached to the assets before the sale or transfer.

The Purchase and Sale Agreement ("PSA") contains, among others, the
following relevant terms:

     (a) Parties:  Novatus Project Holdings, I, LLC as Buyer and
Sunflower Renewable Holdings 1, LLC as Seller.

     (b) Purchase Price: $22,556,033

     (c) Purchased Assets: 100% of the membership interests Seller
owns directly or indirectly in Sunflower Renewable Holdings 2, LLC
and each other Sunflower Company.

Judge Bernstein held that the Commitment Letter and the PSA are in
the best interests of the Debtors' estates and that they constitute
the highest and best offer for the Sunflower Project, and will
provide a greater recovery for the Debtors' estate than would be
provided by any other available alternative.

SunEdison, Inc., and its affiliated debtors are represented by:

          Jay M. Goffman, Esq.
          J. Eric Ivester, Esq.
          SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
          Four Times Square
          New York, NY 10036-6522
          Telephone: (212)735-3000
          Facsimile: (212)735-2000
          E-mail: jay.goffman@skadden.com
                  eric.ivester@skadden.com

                 - and -

          James J. Mazza, Jr., Esq.
          Louis S. Chiappetta, Esq.
          SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
          155 N. Wacker Dr.
          Chicago, IL 60606-1720
          Telephone: (312)407-0700
          Facsimile: (312)407-0411
          E-mail: james.mazza@skadden.com
                  louis.chiappetta@skadden.com

                      About SunEdison, Inc.

SunEdison, Inc., is a developer and seller of photovoltaic energy
solutions, an owner and operator of clean power generation assets,
and a global leader in the development, manufacture and sale of
silicon wafers to the semiconductor industry.

On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017). Martin H. Truong signed the petitions as
senior vice president, general counsel and secretary.

The Debtors disclosed total assets of $20.71 billion and total
debts of $16.14 billion as of Sept. 30, 2015.

The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rotschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent. The Debtors employed
PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as
their auditor and tax consultant.

An official committee of unsecured creditors has been appointed in
the case. The committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.


SUNEDISON, INC: Debtors, UCC Say Equity Committee Not Necessary
---------------------------------------------------------------
SunEdison, Inc., and its affiliated debtors and the Official
Committee of Unsecured Creditors submitted to the U.S. Bankruptcy
Court for the Southern District of New York their respective
responses to the Court's order directing parties-in-interest to
show cause why an order should not be entered directing the United
States Trustee to appoint an official committee of equity security
holders.

The Creditors Committee contends that the appointment of an Equity
Committee is inappropriate in the chapter 11 cases, for these
reasons:

   (a) There is no evidence that equity will receive any recovery
in the cases based on the application of the absolute priority
rule;

   (b) Equity holder interests are protected by the Debtors' board
and management and the Official Committee's duty to maximize the
value of the Debtors' estates; and

   (c) Debtors' secured and unsecured claims are trading at levels
well below par showing the market believes these estates are
insolvent.

The Creditors Committee avers that the appointment of an Equity
Committee will further strain the Debtors' estates with additional
administrative costs of added professional fees and expenses,
depleting the already slim projected recoveries to the Debtors'
unsecured creditors.

"Simply put, there is no basis to conclude that there will be any
recovery – let alone a 'meaningful' one– for equity holders. To
the contrary, numerous indicators demonstrate that many of the
Debtors' creditors will themselves receive only a fractional
recovery on their claims, thereby precluding any recovery for
equity under the absolute priority rule.  Because no recovery for
the shareholders of SunEdison common stock... is reasonably
contemplated, the appointment of an official committee of Equity
Holders, and the corresponding imposition of direct and indirect
costs on the Debtors' estates arising therefrom, is unwarranted and
unnecessary.  Moreover, the Equity Holders are adequately
represented by various significant parties in interest in these
Chapter 11 Cases, including the Creditors' Committee and the Chief
Restructuring Officer," the Debtors argue.

SunEdison, Inc. and its affiliated Debtors are represented by:

         Jay M. Goffman, Esq.
         J. Eric Ivester, Esq.
         SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
         Four Times Square
         New York, NY 10036-6522
         Telephone: (212)735-3000
         Facsimile: (212)735-2000
         E-mail: jay.goffman@skadden.com
                 eric.ivester@skadden.com

                 - and -

          James J. Mazza, Jr., Esq.
          Louis S. Chiappetta, Esq.
          SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
          155 N. Wacker Dr.
          Chicago, IL 60606-1720
          Telephone: (312)407-0700
          Facsimile: (312)407-0411
          E-mail: james.mazza@skadden.com
                  louis.chiappetta@skadden.com

The Official Committee of Unsecured Creditors is represented by:

          Matthew S. Barr, Esq.
          Joseph H. Smolinsky, Esq.
          Jill Frizzley, Esq.
          WEIL, GOTSHAL & MANGES LLP
          767 Fifth Avenue
          New York, NY 10153
          Telephone: (212)310-8000
          Facsimile: (212)310-8007
          E-mail: matt.barr@weil.com
                  joseph.smolinsky@weil.com
                  jill.frizzley@weil.com

                      About SunEdison, Inc.

SunEdison, Inc., is a developer and seller of photovoltaic energy
solutions, an owner and operator of clean power generation assets,
and a global leader in the development, manufacture and sale of
silicon wafers to the semiconductor industry.

On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017). Martin H. Truong signed the petitions as
senior vice president, general counsel and secretary.

The Debtors disclosed total assets of $20.71 billion and total
debts of $16.14 billion as of Sept. 30, 2015.

The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rotschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent. The Debtors employed
PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as
their auditor and tax consultant.

An official committee of unsecured creditors has been appointed in
the case.  The committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.


SUNOR ENERGY: Egan-Jones Cuts FC Sr. Unsec. Rating to BB
--------------------------------------------------------
Egan-Jones Ratings Company lowered the foreign currency senior
unsecured rating on debt issued by Suncor Energy Inc. to BB from
BBB on May 18, 2016.

Suncor Energy is a Canadian integrated energy company based in
Calgary, Alberta. It specializes in production of synthetic crude
from oil sands.



SUNPOWER CORP: Egan-Jones Cuts Sr. Unsecured Ratings to B From B+
-----------------------------------------------------------------
Egan-Jones Ratings Company lowered the senior unsecured ratings on
debt issued by SunPower Corp. to B from B+ on May 18, 2016.

SunPower Corporation is an American energy company that designs and
manufactures crystalline silicon photovoltaic cells, roof tiles and
solar panels based on a all-back-contact solar cell invented at
Stanford University.



SYBIL EUROPE: Golenbock Gets Affirmance in Gissin v. Freedman Case
------------------------------------------------------------------
Golenbock Eiseman Assor Bell & Peskoe disclosed that Michael
Devorkin, senior litigation partner, and associate Alexander K.
Parachini successfully obtained a decision from the U.S. Court of
Appeals for the Second Circuit in Gissin v. Freedman, affirming a
previous order from Judge Hellerstein, Southern District of New
York, requiring American investment entities LM Moore SP
Investments, Ltd, an investment fund, and its manager Moore Capital
Management, LLC, to submit to a deposition and produce documents in
New York to Guy Gissin, a court-appointed liquidator in Israel for
Sybil Europe Public Co. Limited, a Cyprus company, whose authority
as liquidator was affirmed by the Israel Supreme Court.  The United
States courts issued the orders pursuant to 28 U.S.C. Sec. 1782,
which provides judicial assistance in the United States to parties
in foreign litigation proceedings to take discovery in the United
States.

By affirming with a summary order, after denying Moore a stay, the
Court has put to bed any challenge to a foreign liquidator's
ability to use Section 1782 to take discovery in the U.S. when a
pending foreign liquidation/bankruptcy proceeding is pending.

Section 1782 is not limited to foreign bankruptcy proceedings and
is a useful tool available to other parties who are engaged in
other types of foreign litigation.

Golenbock Eiseman Assor Bell & Peskoe -- http://www.golenbock.com/
-- represents a wide variety of domestic and international
companies and individuals, ranging from Fortune 500 corporations
and private equity funds to closely held private companies and
individuals involved in significant transactions and disputes.


TEXAS PELLETS: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Texas Pellets, Inc. filed with the U.S. Bankruptcy Court for the
Eastern District of Texas its schedules of assets liabilities,
disclosing:

     Name of Schedule         Assets            Liabilities
     ----------------         ---------------   ---------------
  A. Real Property            $  6,957,117.29
  B. Personal Property        $202,302,009.70
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                             $189,510,697.22
  E. Creditors Holding
     Unsecured Priority
     Claims                                     $0
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                     $ 10,765,685.48
                             ---------------    ---------------
        Total                $209,259,126.99    $200,276,382.70

A copy of the schedules is available for free at:

                        https://is.gd/HsUcUP

                        About Texas Pellets

Texas Pellets, Inc., based in Woodville, Texas, filed a Chapter 11
petition (Bankr. E.D. Tex. Case No. 16-90126) on April 30, 2016.
The petition was signed by Anna Katherin Leibold, president and
chief executive officer.

German Pellets Texas, LLC, also based in Woodville, Texas, filed a
Chapter 11 petition (Bankr. E.D. Tex. Case No. 16-90127) on April
30, 2016.  The petition was signed by Peter H. Leibold, its chief
executive officer.

The cases have been jointly administered under Texas Pellets' case.
Judge Bill Parker presides over the cases.



THREE ANGELS: Taps Arlene Gordon-Oliver as Legal Counsel
--------------------------------------------------------
Three Angels Reality, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to hire Arlene
Gordon-Oliver & Associates PLLC as its legal counsel.  

Three Angels Reality tapped the firm to:

     (a) give advice about its powers and duties as a debtor-in-
         possession;

     (b) negotiate with creditors and work out a plan of
         reorganization;

     (c) prepare legal papers;

     (d) appear before the court;
.
     (e) attend meetings and negotiate with representatives of
         creditors and other parties;

     (f) advise the Debtor in connection with any potential
         refinancing of secured debt and any potential sale of the

         business;

     (g) represent the Debtor in connection with obtaining post-
         petition financing; and

     (h) take any necessary action to obtain approval of a plan of

         reorganization and disclosure statement.

The firm will be paid on an hourly basis and will receive
reimbursement for work-related expenses.  The firm's professionals
and their hourly rates are:  

     Arlene Gordon-Oliver     $485
     Law Clerk                $150
     Paraprofessionals        $150

Arlene Gordon-Oliver, Esq., at Arlene Gordon-Oliver & Associates,
disclosed in a court filing that the firm is a "disinterested
person" as defined in section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Arlene Gordon-Oliver
     Arlene Gordon-Oliver & Associates PLLC
     199 Main Street, Suite 203
     White Plains, New York 10601
     Phone 914-683-9750

                   About Three Angels Reality

Three Angels Reality, LLC owns and operates a commercial building
located at 173-25 Jamaica Avenue, Jamaica, New York.  Three Angels
Reality sought protection under Chapter 11 of the Bankruptcy Code
in the Eastern District of New York (Brooklyn) (Case No. 16-41661)
on April 20, 2016.  The petition was signed by Anand R. Persaud,
M.D., managing member.  The case is assigned to Judge Carla E.
Craig.

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


TODD BRASSNER: July 21 Plan Confirmation Hearing
------------------------------------------------
Judge James L. Garrity, Jr., of the U.S. Bankruptcy Court for the
Southern District of New York approved the disclosure statement
explaining Todd Brassner's second amended plan of reorganization
and fixed July 21, 2016, at 10:00 a.m., for the hearing to consider
confirmation of the Plan.

July 6 is fixed as the deadline for filing written objections to
confirmation of the Plan, memorandum of law and declaration in
support of Plan confirmation, and any assumption or rejection
notice.  July 13 is fixed as the deadline for filing any replies to
any timely Plan objection and objections to assumption, cure or
rejection of any executor contract or unexpired lease.

Todd Brassner (Bankr. S.D.N.Y. Case No. 15-11513) filed a Chapter
11 Petition on June 9, 2015.


TREVER LEONARD SIU: August 16 Plan Confirmation Hearing
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona approved the
disclosure statement explaining Trever Leonard Siu and Sheila Rao's
plan and scheduled the confirmation hearing for August 16, 2016, at
9:30 a.m.

August 16 is also the last date to file a complaint objecting to
the discharge of the debtor pursuant to 11 U.S.C. Sec. 1141 and
Sec. 727.

The last day for filing with the Court written acceptances or
rejections of the plan is five business days prior to the
confirmation hearing.

If an objection to confirmation is filed, the Court may utilize the
initial hearing to determine the appropriate discovery procedures,
the scheduling of a Rule 16 Conference, etc., under the Federal
Rule of Civil Procedure, as amended.  If no objection to
confirmation is filed, the Court may still request that evidence be
presented or that counsel present an offer of proof in support of
confirmation of the plan of reorganization.

The bankruptcy case is Trever Leonard Siu and Sheila Rao Case No.
2-15-bk-10857-MCW (Bankr. D. Ariz.).


TWENTYEIGHTY INC: S&P Cuts CCR to CC on Potential Restructuring
---------------------------------------------------------------
S&P Global Ratings said that it lowered its corporate credit rating
on TwentyEighty Inc. to 'CC' from 'CCC'.  The rating outlook is
negative.

At the same time, S&P lowered its issue-level rating on the
company's senior secured credit facility to 'CC' from 'CCC'.  The
'3' recovery rating is unchanged, indicating S&P's expectation for
meaningful recovery (50%-70%; lower half of the range) of principal
in the event of a payment default.

"The downgrade reflects our view of the company's eroding liquidity
position and deteriorating ability to service its debt according to
the original conditions," said S&P Global Ratings credit analyst
Heidi Zhang.  "The company has violated its financial maintenance
covenant and decided not to deliver timely audited financials, both
of which constitute an event of default under its credit agreement.
TwentyEighty's lenders haven't accelerated the company's debt
maturity, and they are in negotiations with the company and its
sponsors on potential debt restructuring (which S&P may view as
distressed, based on its criteria) and covenant waivers and
amendments."

The company's covenant violation and deteriorating liquidity
position reflects its operating underperformance, largely due to
various integration issues, high sale force turnover, and loss of
focus on core operations.  S&P don't believe a reversal to positive
growth is likely in 2016, given the long sales cycle the company
requires to recover in its key businesses.  S&P don't believe the
company's capital structure is sustainable in light of S&P's
expectation for adjusted leverage to increase from the low-teens to
the mid- to high-teens area over the next 12 months due to further
decreases in adjusted EBITDA (includes nonrecurring expenses).

The negative rating outlook on TwentyEighty reflects the company's
higher probability of a payment default or a distressed debt
restructuring.

S&P could lower its corporate credit rating on TwentyEighty if the
company doesn't pay its interest or principal payments on time and
in full, if it files for Chapter 11 bankruptcy protection, or if it
undertakes a debt restructuring that we consider distressed.

S&P may raise the rating if the company strengthens its liquidity
profile and improve its capital structure such that S&P no longer
believes it is vulnerable to nonpayment of its financial
obligations.  This scenario would likely require an infusion of new
equity.


TWIN RINKS: The Gulls Wants Sale Order Compliance
-------------------------------------------------
The Gulls Amateur Hockey Association submitted to the U.S.
Bankruptcy Court for the Eastern District of New York, its reply
memorandum in support of its motion asking the Court to compel
compliance with the Court's Sale Order.

The Gulls Amateur Hockey Association is a party to a License
Agreement assumed by Twin Rinks Acquisition Company LLC ("TR
Acquisition") pursuant to an Asset Purchase Agreement between TR
Acquisition and Debtor Twin Rinks at Eisenhower, LLC, that was
approved by the Court in its Sale Order.

"TR Acquisition's position, that they are not obligated to perform
under the agreement and provide any ice time to the Gulls, is a tad
disingenuous and effectively renders the License Agreement a
non-executory contract.  That position cannot be reconciled with
the fact that TR Acquisition chose to assume the License Agreement.
Rather, the parties contemplated five years of ice time for the
Gulls during at least the hours provided in Exhibit 1-A to the
agreement, subject to the parties' right to discuss any additional
ice time on an annual basis.  The fact that the License Agreement
provides that the Gulls were to establish Twin Rinks as its 'Home
Ice' underscores the five year term and executory nature of the
contract.  What is really happening here is a bait and switch: TR
Acquisition assured this Court and the public that it would
continue to make ice time available for the Long Island youth
hockey leagues, but changed its mind and wants to get out of the
agreement because the Gulls refused TR Acquisition's demand that
control of the Gulls be turned over to TR Acquisition in order for
the Gulls to continue to have ice time.  In light of TR
Acquisition's breach of the implied covenant of good faith and fair
dealing, the Gulls are seeking the equitable remedy of specific
enforcement of the Sale Order and specific performance of the
License Agreement.  Absent that relief, the Gulls youth hockey
program cannot continue.  TR Acquisition is keenly aware of that
fact.  Contrary to TR Acquisition's assertion, the Gulls are not
seeking injunctive relief," the Gulls Amateur Hockey Association
avers.

The Gulls Amateur Hockey Association is represented by:

          John Westerman, Esq.
          Philip J. Campisi, Jr., Esq.
          Jeffrey M. Greilsheimer, Esq.
          WESTERMAN BALL EDERER
          MILLER ZUCKER & SHARFSTEIN, LLP
          1201 RXR Plaza
          Uniondale, NY 11556
          Telephone: (516)622-9200
          Facsimile: (516)622-0679
          E-mail: jwesterman@westermanllp.com
                 pcampisi@westermanllp.com
                 jgreilsheimer@westermanllp.com

                  About Twin Rinks at Eisenhower

Twin Rinks At Eisenhower, LLC, an East Meadow, New York-based ice
skating rink operator and entertainment business, sought Chapter
11
bankruptcy protection (Bankr. E.D.N.Y. Case No. 15 72466) on June
8, 2015, with plans to sell its business and its assets as a going
concern.

The Debtor disclosed $52.4 million in assets and $55.2 million in
debt as of May 25, 2015.

The Debtor tapped Jones & Schwartz, P.C., as counsel, and
Greenspan
Associates, CPAs, as accountants.


UCI INTERNATIONAL: Hires Garden City as Claims & Noticing Agent
---------------------------------------------------------------
UCI International, LLC, et al., seek permission from the U.S.
Bankruptcy Court for the District of Delaware to appoint Garden
City Group, LLC, as the claims and noticing agent in the Debtors'
Chapter 11 cases, effective nunc pro tunc to the Petition Date.

GCG will:

      a. prepare and serve required notices and documents in these

         Chapter 11 cases in accordance with the Bankruptcy Code
         and the Bankruptcy Rules in the form and manner directed
         by the Debtors and the Court, including (i) notice of the

         commencement of these Chapter 11 cases and the initial
         meeting of creditors under Bankruptcy Code Section
         341(a), (ii) notice of any claims bar date, (iii) notices

         of transfers of claims, (iv) notices of objections to
         claims and objections to transfers of claims, (v) notices

         of any hearings on a disclosure statement and
         confirmation of the Debtors' plan or plans of
         reorganization, including under Bankruptcy Rule 3017(d),  
       
         (vi) notice of the effective date of any plan, and (vii)
         all other notices, orders, pleadings, publications and
         other documents as the Debtors or Court may deem
         necessary or appropriate for an orderly administration of

         these Chapter 11 cases;

      b. maintain an official copy of the Debtors' schedules of
         assets and liabilities and statements of financial
         affairs, listing the Debtors' known creditors and any
         amounts owed;

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

      d. furnish a notice to all potential creditors of the last
         date for the filing of proofs of claim and a form for the

         filing of a proof of claim, after notice and form are
         approved by the Court, and notify said potential
         creditors of the existence, amount and classification of
         their respective claims as set forth in the Schedules,
         which may be effected by inclusion of information (or the

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

      e. maintain a post office box or address for the purpose of
         receiving claims and returned mail, and process all mail
         received;

      f. for all notices, motions, orders or other pleadings or
         documents served, prepare and file or caused to be filed
         with the Clerk an affidavit or certificate of service
         within seven business days of service which includes (i)
         either a copy of the notice served or the docket
         numbers(s) and title(s) of the pleading(s) served, (ii) a

         list of persons to whom it was mailed (in alphabetical
         order) with their addresses, (iii) the manner of service,

         and (iv) the date served;

      g. process all proofs of claim received, including those
         received by the Clerk, check said processing for
         accuracy, and maintain the original proofs of claim in a
         secure area;

      h. maintain the official claims register for each Debtor on
         behalf of the Clerk; upon the Clerk's request, provide
         the Clerk with certified, duplicate unofficial Claims
         Registers; and specify in the Claims Registers this
         information for each claim docketed: (i) the claim number

         assigned, (ii) the date received, (iii) the name and
         address of the claimant and agent, if applicable, who
         filed the claim, (iv) the amount asserted, (v) the
         asserted classification(s) of the claim, (vi) the
         applicable Debtor, and (vii) any disposition of the
         claim;

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

      j. record all transfers of claims and provide any notices of

         transfers as required by Bankruptcy Rule 3001(e);
         provided, however, that if any evidence of transfer of
         claim(s) is filed with the Court pursuant to Bankruptcy
         Rule 3001(e), and if the evidence of transfer or notice
         thereof executed by the parties purports to waive the 21-
         day notice and objection period required under Bankruptcy

         Rule 3001(e), then GCG may process the transfer of
         claim(s) to change the name and address of the claimant
         of the claim to reflect the transfer, and the effective
         date of the transfer will be the date the evidence of the

         transfer was docketed in the case;

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

      l. upon completion of the docketing process for all claims
         received to date for each case, turn over to the Clerk
         copies of the Claims Registers for the Clerk's review;

      m. monitor the Court's docket for all notices of appearance,

         address changes, and claims-related pleadings and orders
         filed and make necessary notations on and changes to the
         Claims Registers and any service or mailing lists,
         including to identify and eliminate duplicative names and
         addresses from the lists;

      n. identify and correct any incomplete or incorrect
         addresses in any mailing or service lists;

      o. assist in the dissemination of information to the public
         and respond to requests for administrative information
         regarding these Chapter 11 cases as directed by the
         Debtors or the Court, including through the use of a case
         website and call center;

      p. if these Chapter 11 cases are converted to Chapter 7 of
         the Bankruptcy Code, contact the Clerk's office within
         three days of the notice to GCG of entry of the order
         converting the cases;

      q. thirty days prior to the close of these Chapter 11 cases,

         to the extent practicable, request that the Debtors
         submit to the Court a proposed order dismissing GCG and
         terminating its services in such capacity upon completion

         of its duties and responsibilities and upon the closing
         of these Chapter 11 cases;

      r. within seven days of notice to GCG of entry of an order
         closing these Chapter 11 cases, provide to the Court the
         final version of the Claims Registers as of the date
         immediately before the close of the cases;

      s. at the close of these Chapter 11 cases, box and transport

         all original documents, in proper format, as provided by
         the Clerk's office, to (i) the Federal Archives Record
         Administration, located at Central Plains Region, 200
         Space Center Drive, Lee's Summit, MO 64064 or (ii) any
         other location requested by the Clerk's office; and

      t. provide other related claims and noticing services as the

         Debtors may require in connection with these Chapter 11
         cases.

Before the Petition Date, the Debtors provided GCG a retainer in
the amount of $90,000.  GCG seeks to first apply the retainer to
all prepetition invoices, and thereafter, to hold the balance of
the retainer as security of payment of GCG's final invoice for
services rendered and expenses incurred in performing the Claims
and Noticing Services.

Craig E. Johnson, Assistant Vice President, Operations of GCG,
assures the Court that GCG is a disinterested person as that term
is defined in Bankruptcy Code Section 101(14).

GCG represents, among other things, that:

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

     (b) by accepting employment in these Chapter 11 Cases, GCG
         waives any right to receive compensation from the U.S.
         government;

     (c) in its capacity as Claims and Noticing Agent, GCG will
         not be an agent of the U.S. and will not act on behalf of

         the U.S.; and

     (d) GCG will not employ any past or present employees of the
         Debtors in connection with its work as Claims and
         Noticing Agent.

GCG will be paid at these hourly rates:

         Administrative, Mailroom and Claims Control     $45-$55
         Project Administrators                          $70-$85
         Project Supervisors                             $95-$110
         Graphic Support & Technology Staff             $100-$200
         Project Managers and Senior Project Managers   $125-$175
         Directors and Asst. Vice Presidents            $200-$295
         Vice Presidents and above                         $295

GCG can be reached at:

         Craig E. Johnson
         Garden City Group, LLC
         New York - Headquarters
         1985 Marcus Avenue
         Lake Success, NY 11042
         Tel: (800) 327-3664
              (631) 470-1866
         E-mail: craig.johnson@gardencitygroup.com

                     About UCI International

UCI International, LLC, headquartered in Lake Forest, Illinois,
designs, manufactures, and distributes 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.  

UCI and its affiliates sought Chapter 11 protection (Bankr. D. Del.
Case No. 16-11355) on June 1, 2016.  The Debtors are represented by
lawyers at Sidley Austin LLP.  Alvarez & Marsal provides the
company with financial advice and Moelis & Company LLC is the
Debtors' investment banker.  Garden City Group serves as the
Debtors' Claims Agent.  Wilmington Trust is the Indenture Trustee
for a $400-million issue of 8.625% Senior Notes Due 2019.


ULTRA PETROLEUM: Asks Court to OK Senior Executives Incentives
--------------------------------------------------------------
Ultra Petroleum Corp., et al., ask the U.S. Bankruptcy Court to
approve a key employee incentive compensation program for Senior
Executives projecting a total quarterly award of approximately
$2,132,015.

According to the Debtors, the incentives are (a) consistent with
the Debtors' historical compensation practices and philosophy, but
tailored to the Debtors' unique status as a Chapter 11
debtor-in-possession, (b) consistent with industry standards, (c)
compliant with the Bankruptcy Code; and, most importantly, (d)
designed to continue driving the Debtors' operational excellence
for the benefit of all stakeholders.

The Incentive Plan, the Debtors tell the Court, 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.  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, the Debtors assert.
The Debtors add that 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, the Debtors say.

The Senior Executives and their quarterly award opportunities can
be summarized as follows:

       Chairman, President, & Chief Executive Officer       
$832,500
       Chief Financial Officer                              
$399,250
       Senior Vice President of Operations                  
$294,250
       Vice President of Drilling & Completions             
$163,000
       Vice President of Development                        
$217,635
       Vice President & General Counsel                     
$225,380

The Debtors ask the Court to convene a hearing on June 23, 2016, to
consider approval of the motion.

Proposed Counsel to the Debtors and Debtors in Possession:

       Patricia B. Tomasco, Esq.
       Jennifer F. Wertz, Esq.
       JACKSON WALKER, L.L.P.
       100 Congress Avenue, Suite 1100
       Austin, Texas 78701
       Telephone: (512) 236-2000
       Facsimile: (512) 236-2002
       Email: ptomasco@jw.com
              jwertz@jw.com

       -- and --

       Bruce J. Ruzinsky, Esq.
       Matthew D. Cavenaugh, Esq.
       JACKSON WALKER, L.L.P.
       1401 McKinney Street, Suite 1900
       Houston, Texas 77010
       Telephone: (713) 752-4200
       Facsimile: (713) 752-4221
       Email: mcavenaugh@jw.com
              bruzinsky@jw.com

       -- and --

       James H.M. Sprayregen, P.C.
       David R. Seligman, P.C.
       Michael B. Slade, Esq.
       Gregory F. Pesce, Esq.
       KIRKLAND & ELLIS LLP
       KIRKLAND & ELLIS INTERNATIONAL LLP
       300 North LaSalle
       Chicago, Illinois 60654
       Telephone: (312) 862-2000
       Facsimile: (312) 862-2200
       Email: james.sprayregen@kirkland.com
              david.seligman@kirkland.com
              michael.slade@kirkland.com
              gregory.pesce@kirkland.com

       -- and --

       Christopher T. Greco, Esq.
       KIRKLAND & ELLIS LLP
       KIRKLAND & ELLIS INTERNATIONAL LLP
       New York, New York 10022
       Telephone: (212) 446-4800
       Facsimile: (212) 446-4900
       Email: christopher.greco@kirkland.com

               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.


ULTRA PETROLEUM: Bondholders Wary of Intercompany Transfers
-----------------------------------------------------------
The Senior Creditor Committee of Unsecured Creditors of Ultra
Petroleum Corp., et al., filed with the U.S. Bankruptcy Court for
the Southern District of Texas its objection regarding certain
matters scheduled for the second day hearing in the Chapter 11 case
on June 13, 2016.

The Senior Creditor Committee is comprised of senior unsecured
creditors of Ultra Resources that collectively hold, control, or
otherwise have discretionary authority over a substantial portion
of Ultra Resources' funded indebtedness arising under or in
connection with (i) senior notes issued under a Master Note
Purchase Agreement dated as of March 6, 2008 among Ultra Resources,
as issuer, and the purchasers party thereto from time to time.

To properly protect Ultra Resources's structurally senior
creditors, the Senior Creditor Committee submits that the Court
should require the Debtors to develop and commit to a multi-week
budget that clearly specifies what intercompany transactions the
Debtors expect Ultra Resources to engage in and what benefits Ultra
Resources is expected to receive from such transactions. Further,
the Court should not authorize any intercompany transfers of any
kind from Ultra Resources to either of the Holdcos or any payment
by Ultra Resources of a prepetition claim against a Holdco unless:

     (i) the Debtors provide a legitimate business justification
for each transfer or payment, and demonstrate how each transfer or
payment benefits Ultra Resources and its stakeholders,

    (ii) the Court grants Ultra Resources super priority liens on
all assets of the applicable Holdco(s) pursuant to section 364(c)
and (d) of the Bankruptcy Code as security for any intercompany
receivable that would be created in favor of Ultra Resources, and

   (iii) each applicable Holdco can credibly demonstrate that it
has and will have the ability to compensate Ultra Resources in cash
for all such transfers or payments.

To do otherwise would be to have Ultra Resources, its estates and
its stakeholders unjustifiably subsidizing the Holdcos.

The Senior Creditor Committee also submits that the Court should
condition its approval of the Retention Applications and the
Compensation Procedures Motion on the Debtors' liability for only
those professional fees and expenses that are incurred for their
respective benefit, rather than joint and several liability for all
professional fees and expenses incurred for any purpose. The Court
should also (i) require the Debtors to obtain approval of and
implement a reasonable mechanism for allocating professional fees
and expenses among the several Debtors, and (ii) provide that Ultra
Resources cannot satisfy (directly or indirectly) any fees and
expenses that are allocable to a Holdco unless such Holdco
demonstrates that it will be able to fully reimburse Ultra
Resources in cash for the amount that will be paid by Ultra
Resources on the Holdco's behalf.

                      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.


UNCLE MUNCHIES: Taps Spence Law Office as Legal Counsel
-------------------------------------------------------
Uncle Munchies, LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to hire Spence Law Office,
P.C. as its legal counsel.  

Uncle Munchies tapped the firm to:

     (a) give advice about its power and responsibility as a
         debtor-in-possession;

     (b) attend creditors' meetings and section 341 hearings;

     (c) negotiate with creditors in formulating a plan of
         reorganization and to take the necessary legal steps in
         order to institute plans of reorganization;

     (d) aid the Debtor in the preparation and drafting of
         disclosure statement;

     (e) prepare legal papers; and

     (f) appear before the court and represent the Debtor in all
         matters pending before the court.

The firm's professionals and their hourly rates are:

     Partners       $400
     Associates     $225 - 275
     Paralegals     $100

Spence Law Office received a retainer in the amount of $17,000
prior to the Debtor's bankruptcy filing.  The retainer includes the
filing fee for the case.

Robert Spence, principal of Spence Law Office, disclosed in a court
filing that the firm does not represent any interest adverse to the
Debtor or its estate.

The firm can be reached through:

     Robert J. Spence
     Spence Law Office, PC
     55 Lumber Road, Suite 5
     Roslyn, NY 11576
     Tel: (516) 336-2060
     Fax: (516) 605-2084

                      About Uncle Munchies

Uncle Munchies, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 16-72001) on May 4, 2016.


US FOODS: Moody's Raises CFR to B1, Outlook Stable
--------------------------------------------------
Moody's Investors Service upgraded the Corporate Family rating of
US Foods, Inc. to B1, and assigned a stable outlook.  This
concludes the review for upgrade that commenced on June 3, 2016.

"The rating actions recognize that in addition to utilizing
virtually all of the proceeds from its IPO to permanently reduce
debt by about $1 billion, resulting in a reduction in leverage of
over 1 turn to below 6 times, the company is also proceeding
rapidly with other capital structure initiatives that we believe
will provide improved liquidity and increased financial flexibility
going forward," stated Moody's Vice President Charlie O'Shea.  "We
believe these steps, in combination with US Foods' operating
initiatives, will result in leverage dropping to under 5 times in
the fairly near future, and we note interest coverage will be over
2 times as well."

Upgrades:

Issuer: US Foods, Inc.

  Probability of Default Rating, Upgraded to B1-PD from B2-PD
  Corporate Family Rating, Upgraded to B1 from B2

Outlook Actions:

Issuer: US Foods, Inc.
  Outlook, Changed To Stable From Rating Under Review

Confirmations:

Issuer: US Foods, Inc.
  Senior Secured Bank Credit Facility, Confirmed at B2(LGD4)
  Senior Unsecured Regular Bond/Debenture, Confirmed at Caa1(LGD6)

Affirmations:

Issuer: US Foods, Inc.
  Speculative Grade Liquidity Rating, Affirmed SGL-2

Assignments:

Issuer: US Foods, Inc.
  Senior Secured Bank Credit Facility, Assigned B1(LGD4)
  Senior Unsecured Regular Bond/Debenture, Assigned B3(LGD6)

                        RATINGS RATIONALE

The B1 rating reflects the company's improved capital structure,
liquidity, and credit metrics due to the proposed permanent
reduction in debt resulting from the IPO, as well as the various
other capital structure initiatives being undertaken over the next
several weeks.  The rating also reflects our assumption that
following the one-shot reduction in debt resulting from the
approximately $1 billion permanent debt reduction that will occur
via the IPO proceeds, metrics will continue to show only modest
incremental improvement over the next 12 months.  Positive ratings
consideration is given to the company's sound execution ability and
its formidable market position, with a solid and defensible number
two share behind market leader Sysco, balanced by the increasingly
competitive environment led by specialized niche operators such as
Performance Food Group and Restaurant Depot.  In addition, ratings
are predicated on the company continuing to smoothly-transitioning
back into an independent company following 18+ months of operating
as if it were being acquired and then integrated by Sysco.  The
stable outlook reflects our view that US Foods will continue to
improve its operating performance over the next 12-18 months.

Quantitatively, an upgrade could occur if debt/EBITDA is sustained
below 4.5 times, EBITA/interest remains above 2.75 times, and
financial policy remains tempered.

In the event operating performance declines, financial policy turns
more aggressive, or if the company's overall liquidity profile
deteriorates ratings could be downgraded.  Quantitatively, if
debt/EBITDA begins trending towards 6 times, or if EBITA/interest
approached 1.5 times, ratings could be downgraded.

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

US Foods, Inc. is a leading North American food service marketing
and distribution company, with annual revenues of around $23
billion.


US FOODS: S&P Assigns 'B' Rating on Proposed $500MM Sr. Notes
-------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue rating to Rosemont,
Ill.-based US Foods Inc.'s proposed $500 million senior unsecured
notes due 2024. The recovery rating on the notes is '5', indicating
that creditors could expect modest (10% to 30%, in the upper half
of the range) recovery in the event of a payment default.

The rating incorporates S&P's assumption that US Foods will
complete its recently announced refinancing plan on substantially
the terms presented to S&P.  This includes refinancing the existing
$2.1 billion term loan B due 2019, repaying the
$1.35 billion senior unsecured notes due 2019, and, later this
summer, the defeasance of the $472 million commercial
mortgage-backed security (CMBS; unrated) facility due 2017.  S&P
expects the company to complete the refinancing plan with funds
from the proposed $500 million senior unsecured notes, the proposed

$2.3 billion term loan B, and the recently completed initial public
offering.

Compared to the existing capital structure, the improved recovery
prospects for senior unsecured obligations ('5' as opposed to
'6')--including the proposed $500 million notes--incorporate the
planned defeasance of the CMBS facility.  This will result in
meaningful real estate asset value available to general creditors
of the group in the event of a bankruptcy since S&P believes these
assets will not initially be pledged to any specific obligation.
However, S&P believes US Foods will retain the ability to issue new
priority CMBS debt backed by these assets in the future.  S&P could
lower the issue and recovery ratings on the proposed senior
unsecured notes and the proposed secured term loan B if this
happens.

All other ratings on the company, including the 'B+' corporate
credit rating, are unchanged.  The outlook is positive.

S&P expects to withdraw its ratings on the company's existing term
loan and senior unsecured notes upon completion of the proposed
refinancing.  Pro forma for the proposed transactions, total
reported debt outstanding is about $4 billion.

S&P's ratings on US Foods 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.  S&P also incorporates the company's
continued financial sponsor ownership and still-high debt load into
the ratings, notwithstanding improvement resulting from the IPO.

Based on S&P's assumptions, it forecasts debt to EBITDA will
improve to between 4.5x-5.0x, funds from operations to debt will
reach the low teens, and EBITDA interest coverage will exceed 4x
over the next 12-18 months.  This compares to about 5.8x, 12%, and
3.5x, respectively, pro forma for the transactions.

RATINGS LIST

US Foods Inc.
Corporate credit rating                   B+/Positive/--

Ratings Assigned
US Foods Inc.
Senior unsecured
  $500 mil. notes due 2024                 B
    Recovery rating                        5H


VANGUARD HEALTHCARE: To Continue Discount and Refund Programs
-------------------------------------------------------------
Vanguard Healthcare, LLC, and its affiliated debtors ask the U.S.
Bankruptcy Court for the Middle District of Tennessee, Nashville
Division, for authorization to continue their ordinary course
prepetition patient programs and to honor prepetition refund
obligations to their patients in connection with the prepetition
patient programs.

The Debtors own and operate long-term care facilities that provide
rehabilitation and skilled-nursing for patients recovering from
surgery, illness or injury.  The Debtors provide certain programs
for patients while in the Debtors' care ("Patient Programs").

"In the ordinary course of the Debtors' businesses, the Debtors
accept prepayment for their services.  In some instances, the
Debtors offer discounts on services that are paid in advance... The
Discount Program encourages patients to pay in advance for services
and assists the Debtors cash flow and budgeting.  The Debtors
desire to maintain the Discount Program during these Chapter 11
Cases on the same terms as prior to the Petition Date... In
addition to the Discount Program, the Debtors may receive deposits
or prepayments for services from patients, their social security,
or their insurers. These payments, and the Debtor's ordinary
billing practices, may result in credit balances owing to patients
or their insurers... The Patient Refunds are customary in the
Debtors' industry and necessary to maintain ongoing relationships
with patients and third party payers. Without limitation, the
majority of the Debtors' patients have fixed incomes and the
failure to pay Patient Refunds will cause disproportionate harm to
such patients. As of the Petition Date, the Debtors have at least
100 patients that are due refunds in the total amount of
approximately $130,000," the Debtors aver.

The Debtors' Motion is scheduled for hearing on July 5, 2016 at
9:00 a.m.  The deadline for the filing of objections to the
Debtors' Motion is set on June 24, 2016.

Vanguard Healthcare and its affiliated debtors are represented by:

         William L. Norton, Esq.
         James B. Bailey, Esq.
         BRADLEY
         1600 Division St., Suite 700
         Nashville, TN 37203
         Telephone: (615) 252-2397
         Facsimile: (615) 252-6397
         E-mail: bnorton@bradley.com
                 jbailey@bradley.com

                    About Vanguard Healthcare

Vanguard is a long-term care provider headquartered in Brentwood,
Tennessee, providing rehabilitation and skilled nursing services at
14 facilities in four states (Florida, Mississippi, Tennessee and
West Virginia).

Vanguard Healthcare, LLC, and 17 of its subsidiaries each filed a
Chapter 11 bankruptcy petition (Bankr. M.D Tenn. Proposed Lead Case
No. 16-03296) on May 6, 2016.  The petitions were signed by William
D. Orand as chief executive officer.  The Debtors estimated assets
in the range of $100 million to $500 million and liabilities of up
to $100 million.

The Debtors have hired Bradley Arant Boult Cummings LLP as counsel
and BMC Group as noticing agent.

Judge Randal S. Mashburn has been assigned to the cases.


VANGUARD HEALTHCARE: US Trustee Appoints Laura Brown as PCO
-----------------------------------------------------------
The United States Trustee for Region 8 has appointed Laura E. Brown
as Patient Care Ombudsman for Vanguard Healthcare, LLC.  Ms. Brown
can be contacted at:

        Laura E. Brown, J.D.
        State Long-Term Care Ombudsman
        TN Commission on Aging and Disability
        502 Deaderick Street, Andrew Jackson Building
        Nashville, TN 37243-0860
        Tel: (615) 253-4392
        Fax: (615) 741-3309
        E-mail: laura.brown@tn.gov

                   About Vanguard Healthcare

Vanguard is a long-term care provider headquartered in Brentwood,
Tennessee, providing rehabilitation and skilled nursing services at
14 facilities in four states (Florida, Mississippi, Tennessee and
West Virginia).

Vanguard Healthcare, LLC and 17 of its subsidiaries each filed a
Chapter 11 bankruptcy petition (Bankr. M.D Tenn. Proposed Lead Case
No. 16-03296) on May 6, 2016. The petitions were signed by William
D. Orand as chief executive officer. The Debtors estimated asets in
the range of $100 million to $500 million and liabilities of up to
$100 million.

The Debtors have hired Bradley Arant Boult Cummings LLP as counsel
and BMC Group as noticing agent.

Judge Randal S. Mashburn has been assigned the cases.


VEGAS MANAGEMENT: LV Liquor Wants Cash Collateral Use to Stop
-------------------------------------------------------------
LV Liquor, LLC -- as successor in interest to Gandy Noteholder,
LLC, as successor in interest to Florida Community Bank f/k/a
Premier American Bank, National Association, successor in interest
to the Federal Deposit Insurance Corporation, as receiver for
Cortez Community Bank -- wants Vegas Management, LLC, to stop using
cash collateral pledged to secure repayment of a prepetition
obligation.

LV whines that Vegas filed its chapter 11 petition one day prior to
a scheduled foreclosure sale to satisfy judgments totalling more
than $1.9 million.  

LV tells the Court that its collateral is being dissipated
because:

     (A) the Debtor's tangible personal property taxes are
significantly delinquent;

     (B) the Debtor owes more than a million dollars for state
sales taxes;

     (C) the Debtor has no general liability insurance with respect
to its sensitive business involving a liquor store and a strip club
where significant injuries have previously occurred and are
believed ongoing;

     (D) the owner of the business, James Lowy, is a lawyer
suspended from practice for mishandling disbursements from his
trust account related to the Lou Pearlman Ponzi scheme cases;

     (E) prior to the Petition Date, Mr. Lowy was paying himself
$10,000 per month from the assets of the Debtor, which he was
characterizing as "loan repayment" though he cannot really detail
whether his loans to the company were ever documented;

     (F) in April 2016, Mr. Lowy testified at deposition about the
Debtor's liquor inventory and LV sees problems; and

     (G) the Debtor was "state listed" by the State of Florida on
their liquor license many times over the past years because it was
unable to pay outstanding balances for inventory.

LV is represented by:

          John W. Landkammer, Esq.
          John A. Anthony, Esq.
          Anthony & Partners, LLC
          201 N. Franklin Street, Suite 2800
          Tampa, FL 33602
          Telephone: 813/273-5616
          E-mail: jlandkammer@anthonyandpartners.com
                  janthony@anthonyandpartners.com

                       About Vegas Management

Vegas Management, LLC dba Vegas Showgirls, dba Spirits 365, dba
Rocket Bar, based in Redington Beach, Fla., filed a chapter 11
petition (Bankr. M.D. Fla. Case No. 16-04856) on June 3, 2016, and
is represented by Joel S. Treuhaft, Esq., at Palm Harbor Law Group,
P.A.  In its petition, the Debtor estimated $1 million to $10
million in assets and liabilities.


VERSO CORPORATION: Wants New IPFS Premium Financing Agreement
-------------------------------------------------------------
Verso Corporation and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware to authorize their
entry into a new Insurance Premium Financing Agreement with IPFS
Corporation.

The Debtors relate that they maintain approximately 33 insurance
policies that protect against operational risk inherent in the
Debtors' business and provide coverage in compliance with various
state and local laws.  The Debtors further relate that the annual
premiums due under these insurance policies total approximately
$9.8 million.

The Debtors believe that, where feasible, it is economically
beneficial to finance these premiums rather than pay them in a
lump-sum.  The Debtors tell the Court that before the Petition
Date, they financed approximately $8 million of insurance premiums
and related fees for 18 of their insurance policies under their
existing premium financing program with IPFS, which is set to
expire on May 31, 2016.

"Before filing this motion, the Debtors engaged with various
providers of insurance premium financing to negotiate a new premium
financing program.  Subsequently, the Debtors determined that IPFS
offered the most advantageous terms for such financing and
negotiated a new premium financing agreement with IPFS to finance
approximately $6 million of premiums... The Agreement requires the
Debtors to make an initial down payment of $2,004,643, followed by
eight monthly payments in the amount of $505,561 due on the 30th of
each month...  The annual percentage rate at which interest accrues
under the Agreement is 2.89%...  The Debtors' obligations under the
Agreement are secured by all unearned or return premiums and
dividends that may become payable under the policies identified in
the Agreement and loss payments to the extent such loss payments
reduce the unearned premiums (subject to any mortgage or loss payee
interest).  If the Debtors default on their payment obligations
under the Agreement, IPFS may cancel the insurance policies
identified in the Agreement and apply to the Debtors' account the
unearned or return premiums and dividends and, subject to the
rights of mortgagees or other loss payees, any loss payments that
reduce the unearned premiums," the Debtors aver.

The Debtors' Motion is scheduled for hearing on June 20, 2016, at
3:00 p.m.  The deadline for the filing of objections to the
Debtors' Motion is set on June 13, 2016 at 4:00 p.m.

Verso Corporation and its affiliated debtors represented by:

          Mark D. Collins, Esq.
          Michael J. Merchant, Esq.
          Amanda R. Steele, Esq.
          RICHARDS, LAYTON & FINGER, P.A.
          One Rodney Square
          920 North King Street
          Wilmington, DE 19801
          Telephone: (302)651-7700
          Facsimile: (302)651-7701
          E-mail: collins@rlf.com
                  merchant@rlf.com

               - and -

          George A. Davis, Esq.
          Peter Friedman, Esq.
          Andrew M. Parlen, Esq.
          Diana Perez, Esq.
          O'MELVENY & MYERS LLP
          Times Square Tower
          Seven Times Square
          New York, NY 10036
          Telephone: (212)326-2000
          Facsimile: (212)326-2061
          E-mail: gdavis@omm.com
                  pfriedman@omm.com
                  aparlen@omm.com
                  dperez@omm.com

                      About Verso Corporation

Verso Corporation claims to be the leading North American producer
of coated papers, which are used primarily in magazines, catalogs,
high-end advertising brochures and annual reports, among other
media and marketing publications.  It employs approximately 5,200
personnel.

Verso Corporation and 26 of its affiliates, including NewPage
Corporation, filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Case Nos. 16-10163 to 16-10189, respectively) on Jan. 26, 2016.
The
petitions were signed by David Paterson, the president and CEO.

The Debtors disclosed total assets of $2.9 billion and total debts
of $3.87 million.

The Debtors have engaged O'Melveny & Myers LLP as general counsel,
Paul, Weiss, Rifkind, Wharton & Garrison LLP as corporate counsel,
Richards, Layton & Finger, P.A. as Delaware counsel, PJT Partners
L.P. as investment banker, Alvarez & Marsal North America, LLC as
financial advisor and Prime Clerk LLC as claims and noticing
agent.

The U.S. Trustee for Region 3 has appointed seven creditors of
Verso Corp. and its affiliates to serve on the official committee
of unsecured creditors.



VERTELLUS SPECIALTIES: Valencia Has $453M Credit Bid for Assets
---------------------------------------------------------------
Vertellus Specialties, Inc., and its affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to enter an order
approving the sale substantially all of its assets to Valencia
Bidco, LLC for a credit bid of $453,835,616 subject to competitive
bidding.

The Debtors are now a global leading provider of specialty
chemicals for the agriculture, nutrition, pharmaceutical, fine
chemicals, medical, personal care, plastics, coatings and many
other industrial markets.  Although certain of the Debtors'
operations remain strong and their overall revenue growth continues
to increase year over year, the Debtors have fallen victim to
certain macroeconomic forces recently afflicting the chemical
manufacturing industry.  These, and other headwinds, led the
Debtors and their financial and legal advisors to explore a number
of cost-saving and restructuring actions to address the rapid
changes in the competitive economic environment and to manage their
prepetition liabilities.

In doing so, and after careful evaluation and further negotiations
with the Debtors' primary stakeholders, including the Debtors'
prepetition term loan administrative agent and collateral agent,
Wilmington Trust, an ad hoc group of the prepetition term lenders,
PNC Bank, National Association as asset-based loan administrative
and collateral agent and the prepetition asset-based lenders, it
was determined that the structure and financial support through the
$110 million in debtor-in-possession financing provided by the
Prepetition Term Lenders and Prepetition Term Agent would provide
the Debtors with the liquidity required to operate their
businesses.  Moreover, the Prepetition Term Lenders' ability to
consummate the purchase of substantially all of the Debtors' assets
presented the best option for the Debtors to maximize the value of
their assets and, ultimately, provide the highest possible recovery
to creditors, while protecting jobs and minimizing the impact to
the substantial majority of the Debtors' vendors and customers.

Valencia Bidco LLC is a special purpose entity established to hold
and bid the secured claims of the Prepetition Term Lenders under
the Credit Agreement by and among Vertellus Specialties Inc., as
borrower, VSI Holdings, as a loan party and Vertellus Agriculture &
Nutrition Specialties LLC, Vertellus Health & Specialty Products
LLC, Vertellus Performance Materials Inc., Vertellus Specialties PA
LLC, Vertellus Specialties MI LLC, Rutherford Chemicals LLC, Tibbs
Avenue Company and Solar Aluminum Technology Services (d/b/a
S.A.L.T.S.), each as subsidiary guarantors, Wilmington Trust, as
successor administrative agent and collateral agent and the lenders
from time to time party thereto (as subsequently amended, restated
or supplemented from time to time, the "Term Loan Agreement") and
the Debtor-In-Possession Credit Agreement evidencing the DIP
Facility (the "DIP Credit Agreement").

The Stalking Horse Purchaser, in making the offer, has relied
upon the agreement by the Debtors to seek the Court's approval of
reimbursement of the Stalking Horse Purchaser's reasonable fees,
costs and expenses incurred in connection with the negotiation of
the Stalking Horse Agreement and the transactions contemplated
thereby through the date of termination (the "Expense
Reimbursement") and a break-up fee of 3.0% of the Stalking Horse
Purchase Price.

In order to ensure that the Debtors receive the maximum value for
the Purchased Assets, the Stalking Horse Agreement is subject to
higher or better offers, and, as such, the Stalking Horse Agreement
will serve as the "stalking-horse" bid for the Purchased Assets.
The Debtors propose this timeline:

  a) Entry of Bidding Procedures Order: June 27, 2016

  b) Assumption/Assignment and Cure Objection Deadline: Aug. 8,
2016

  c) Sale Objection Deadline: Aug. 12, 2016

  d) Bid Deadline: Aug. 15, 2016

  e) Auction Date: Aug. 18, 2016

  f) Sale Hearing: Aug. 23, 2016

The Debtors ask the Court to schedule a hearing to approve the sale
of the Purchased Assets on or before Aug. 23, 2016.

Proposed Counsel to the Debtors are:

          Stuart M. Brown
          Kaitlin M. Edelman
          DLA PIPER LLP (US)
          1201 North Market Street, Suite 2100
          Wilmington, Delaware 19801
          Telephone: (302) 468-5700
          Facsimile: (302) 394-2341
          E-mail: stuart.brown@dlapiper.com
                  kaitlin.edelman@dlapiper.com

                - and -

          Richard A. Chesley
          Daniel M. Simon
          David E. Avraham
          DLA PIPER LLP (US)
          203 N. LaSalle Street, Suite 1900
          Chicago, Illinois 60601
          Telephone: (312) 368-4000
          Facsimile: (312) 236-7516
          E-mail: richard.chesley@dlapiper.com
                  daniel.simon@dlapiper.com
                  david.avraham@dlapiper.com

                       About Vertellus

Vertellus -- http://www.VSRestructuring.com/-- is a global  
specialty chemicals company focused on the manufacture of
ingredients used in pharmaceuticals, personal care, nutrition,
agriculture, and a host of other market areas affected by trends
favoring "green" technologies and chemistries.

Headquartered in Indianapolis, Indiana, Vertellus Specialties Inc.
(Bankr. D. Del. Case No. 16-11290) and affiliates Vertellus
Specialties Holdings Corp. (Bankr. D. Del. Case No. 16-11289),
Vertellus Agriculture and Nutrition Specialties LL (Bankr. D. Del.
Case No. 16-11291), Tibbs Avenue Company (Bankr. D. Del. Case No.
16-11292), Vertellus Specialties PA LLC (Bankr. D. Del. Case No.
16-11293), Vertellus Health & Specialty Products LLC (Bankr. D.
Del. Case No. 16-11294), Vertellus Specialties MI LLC (Bankr. D.
Del. Case No. 16-11295), Vertellus Performance Materials Inc.
(Bankr. D. Del. Case No. 16-11296), Rutherford Chemicals LLC
(Bankr. D. Del. Case No. 16-11297), Solar Aluminum Technology
Services (Bankr. D. Del. Case No. 16-11298), and MRM Toluic
Company, Inc. (Bankr. D. Del. Case No. 16-11299) filed separate
Chapter 11 bankruptcy petitions on May 31, 2016.

Judge Christopher S. Sontchi presides over the case.

Stuart M. Brown, Esq., Kaitlin M. Edelman, Esq., Richard A.
Chesley, Esq., Daniel M. Simon, Esq., and David E. Avraham, Esq.,
at DLA Piper LLP (US) serve as the Debtors' bankruptcy counsel.

Jefferies LLC is the Debtors' investment banker.  Andrew Hinkelman
at FTI Consulting, Inc., is the Debtors' chief restructuring
officer.  Kurtzman Carson Consultants is the Debtors' claims and
noticing agent.

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

The petitions were signed by Anne Frye, vice president, secretary
and general counsel.


VESTIS RETAIL: Hearing on Sale to Versa Unit on June 20
-------------------------------------------------------
Vestis Retail Group, LLC and its affiliates announced that a sale
hearing is set for June 20, 2016 at 10:00 a.m. (ET) before the
Honorable Laurie Selber Silverstein, in Courtroom 2 of the United
States Bankruptcy Court for the District of Delaware, 824 Market
Street, 6th Floor, Wilmington, Delaware 19801.  The sale objection
deadline is June 15, 2016 at 4:00 p.m. (ET).

The Debtors on April 18, 2016, filed a motion to sell assets to
Vestis BSI Funding II, LLC, subject to higher and better offers.

Vestis BSI Funding, as stalking horse bidder, has agreed to acquire
substantially all of the Debtors' assets as a going concern,
subject to the terms and conditions of an Asset Purchase Agreement
dated April 17, 2016, for a purchase price comprising of cash equal
to $1,500,000, a credit bid of $35,000,000, and the pay off of all
outstanding DIP obligations.  The buyer is affiliated with Versa
Capital Management, LLC, the Debtors' current equity sponsor.

On June 1, 2016, the Court entered an order approving the
Debtors' entry into the APA with Vestis BSI Funding.

Prior to the originally-contemplated auction, Vestis BSI Funding
was declared the successful bidder and the auction was cancelled,
and the Debtors are now proceeding to seek approval of the sale to
Vestis BSI.

Counsel for the Debtors:

          Robert S. Brady, Esq.
          Robert F. Poppiti, Jr., Esq.
          YOUNG CONAWAY STARGATT & TAYLOR, LLP
          Rodney Square, 1000 North King Street
          Wilmington, Delaware 19801
          Telephone: (302) 571-5039
          Facsimile: (302) 571-1253
          E-mail: rbrady@ycst.com
                  rpoppiti@ycst.com

                - and -

          Michael L. Tuchin, Esq.
          Lee R. Bogdanoff, Esq.
          David M. Guess, Esq.
          Martin N. Kostov, Esq.
          KLEE, TUCHIN, BOGDANOFF & STERN LLP
          1999 Avenue of the Stars, 39th Floor
          Los Angeles, California 90067
          Telephone: (310) 407-4000
          Facsimile: (310) 407-9090
          E-mail: mtuchin@ktbslaw.com
                  lbogdanoff@ktbslaw.com
                  dguess@ktbslaw.com
                  mkostov@ktbslaw.com

                    About Vestis Retail Group

Vestis Retail Group and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-10971) on
April 18, 2016.  The Debtors estimated assets in the range of $0 to
$50,000 and debts of $100 million to $500 million.  The petitions
were signed by Thomas A. Kennedy as secretary.

Headquartered in Meriden, Connecticut, Vestis Retail Group, LLC, et
al., operate 144 retail stores, which are located in 15 states.
Bob's Stores operates 36 stores throughout New England, New York,
and New Jersey.  Eastern Mountain Sports operates 61 stores,
located primarily in the Northeastern states.  Sport Chalet
operates 47 stores throughout California, Arizona, and Nevada.
Bob's Stores and EMS primarily operate stores located in the
Northeastern states, while Sport Chalet's stores, which are
currently being liquidated, are located in the Western states.

Prior to the Petition Date, each of the three Debtor retailers
operated an e-commerce site at, respectively, www.bobstores.com,
www.sportchalet.com, and www.ems.com.  In 2015, the Debtors
collectively generated 5% of their total sales, or approximately
$32 million, through e-commerce, according to Court documents.

Judge Laurie Selber Silverstein is assigned to the cases.

The Debtors have hired Young, Conaway, Stargatt & Taylor, LLP as
their counsel, FTI Consulting, Inc. and Lincoln Partners Advisors
LLC as their financial advisor and Kurtzman Carson Consultants, LLC
as their claims and noticing agent.

An official committee of unsecured creditors has been appointed in
the cases.  The Committee has tapped Cooley LLP as its lead counsel
and Polsinelli as conflicts counsel.  Zolfo Cooper, LLC serves as
its bankruptcy consultant and financial advisor.


VIAVI SOLUTIONS: Egan-Jones Cuts FC Sr. Unsec. Rating to B+
-----------------------------------------------------------
Egan-Jones Ratings Company lowered the foreign currency senior
unsecured rating on debt issued by Viavi Solutions Inc. to B+ from
BB- on May 18, 2016.

Headquartered in Milpitas, California, Viavi Solutions Inc. engages
in the network enablement, service enablement, and communications
and commercial optical products businesses.



VIKING CONSTRUCTORS: Taps David Plemons as Accountant, Bookkeeper
-----------------------------------------------------------------
Viking Constructors, LLC, seeks authorization from the U.S.
Bankruptcy Court for the District of Alaska to employ David
Plemons, CPA, Inc., to provide bookkeeping and accounting services
for the Debtor, including assisting with reports required to be
filed in Chapter 11 bankruptcy cases, tax returns, income
statements and balance sheets and projections to be included with
the Debtor's disclosure statement, among other matters which may
arise.

David Plemons was owed fees of less than $13,000 as of the petition
date and has agreed to waive those fees and costs.

The Debtor notes the case is a very small Chapter 11 which has no
practical alternate accounting firm to help it produce the
information, reports and returns required of a Chapter 11 Debtor.

David Plemons will be paid at these hourly rates:

      David Plemons, CPA      $200
      Rita McDaniels          $100

David Plemons, CPA, assures the Court that he and his firm are
disinterested persons in this case as defined by 11 U.S.C. Section
101(14)(A-C) of the Bankruptcy Code and hold no interest adverse to
the estate in any manner.

David Plemons can be reached at:

      David Plemons, CPA, Inc.,
      8207 Callaghan Rd Suite 150
      San Antonio, TX 78230
      Tel: (210) 615-9300
      E-mail: carla@plemonscpa.com
      Website: http://www.plemonscpa.com

                   About Viking Constructors

Viking Constructors, LLC, sought protection under Chapter 11 of the
Bankruptcy Code in the District of Alaska (Anchorage) (Case No.
16-00126) on May 2, 2016.  The petition was signed by Ken Bozinoff,
managing member.

The Debtor is represented by Erik LeRoy, Esq., at Erik LeRoy, P.C.

The case is assigned to Judge Elizabeth Magner.

The Debtor disclosed total assets of $1.94 million and total
debts of $526,157.


VILLAGE INN: Amtal Buying Whittier, CA Property for $975K
---------------------------------------------------------
Village Inn, LLC, asks the U.S. Bankruptcy Court for the Central
District of California, Los Angeles Division, to approve the sale
of its real property located at 7230-7234 Greenleaf Avenue,
Whittier, California APN 8139-033-017 to Amtal Investments, LLC for
$975,000, or such other person as may successfully overbid at the
hearing.

Amtal Investments has made an offer to purchase the Property
for the sum of $975,000, with no loan contingency.  The Property
will be sold "as is, where is" with no warranties or
representations of any kind whatsoever.  A 60-day period for due
diligence after the opening of escrow.  Undisputed liens, if any,
will be paid through escrow.

A hearing for the sale motion is set for June 23, 2016 at 10:00
a.m. before the Honorable Julia W. Brand, U.S. Bankruptcy Judge, in
Courtroom 1375, located at 255 East Temple Street, Los Angeles,
CA.

The Debtor explains that the proposed sale to a qualified buyer is
in the best interest of the estate and its creditors, as it would
extricate the Debtor from the pending State Court Receivership
Action in the State Court and put an end to years of litigation
between the Debtor, the City of Whittier, and the State Court
Receiver.  Such a sale would also then terminate the remaining need
for the Debtor's Chapter 11 bankruptcy case.

The Debtor proposes that it be authorized to pay the following
additional amounts to the following entities through escrow:

   (1) Broker's commission to Coldwell Banker Commercial Alliance
of 4.5% of the selling price, pursuant to the Order Approving the
Debtor's employment of Coldwell Banker Commercial Alliance.

   (2) Reasonable Escrow, closing and recording costs, transfer
taxes arising out of the sale of the Property, as well as costs of
any title insurance endorsements.

The Debtor submits that the proposed sale is in the best interest
of the estate and its creditors, because the proposed sale will
result in a sales proceeds to the estate of approximately $900,000,
of which approximately $235,000 will repay all real property tax
arrears, and the remaining $665,000 is believed to be sufficient to
repay the State Court Receiver's remaining liens in full, repay any
further remaining unsecured claims of the State Court Receiver, and
the City of Whittier, as well to provide a complete payoff of the
nominal amount of unsecured claims filed in the Debtor's Chapter 11
case.

Moreover, the only other possible immediate sale of the Property,
which has been presented to the Court by the State Court Receiver,
was at a price of $575,000, nearly half this amount, and would not
generate sufficient proceeds to even pay Property taxes and the
State Court Receiver's liens in full.

Guillermo Olaiz, Senior Vice President with Coldwell Banker
Commercial Alliance in Glendale, California, was employed by Order
of this Court, on behalf of Village Inn, in order to obtain a
market valuation of the Property as well as to possibly seek
the sale of the Property.

A copy of the Sale Motion is available for free at:

     http://bankrupt.com/misc/Village_Inn_194_Sale_M.pdf

                        About Village Inn

Village Inn, LLC, commenced a Chapter 11 case (Bankr. C.D. Cal.
Case No. 14-23354) on July 11, 2014.

The Bankruptcy case was commenced on the eve of an attempted
foreclosure sale by Orchard Financial Group, LLC against real
property held by Village Inn, LLC.  The real property is
commonly known 7230-7234 Greenleaf Avenue, Whittier, California APN
8139-033-017 (the "Property").  The Debtor was also facing a tax
sale by the County of Los Angeles, for five years of unpaid taxes.

Steve Claro, the President of Big SAC, Inc., the managing member of
the Debtor, is the authorized representative of the Debtor before
the Bankruptcy Court.

The Debtor's attorney:

         David I. Brownstein
         LAW OFFICE OF DAVID I. BROWNSTEIN
         P.O. Box 16474
         Irvine, California 92623
         Telephone: (949) 466-4404
         Telecopier: (949) 861-6045
         E-mail: david@brownsteinfirm.com


W&T OFFSHORE: S&P Lowers CCR to 'CC' on Proposed Exchange Offer
---------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
U.S.-based oil and gas exploration and production (E&P) company W&T
Offshore Inc. to 'CC' from 'CCC-'.  The outlook is negative.

At the same time, S&P lowered its issue-level rating on the
company's secured debt to 'CC' from 'CCC+'.  The recovery rating on
this debt is '1', indicating S&P's expectation of very high (90% to
100%) recovery in the event of a payment default.  S&P also
affirmed its 'CC' issue-level rating on the company's unsecured
debt.  The recovery rating is '5', indicating S&P's expectation of
modest (10% to 30%, higher half of the range) recovery in the event
of a payment default.

"The downgrade follows W&T Offshore's announcement that it began
discussions regarding a possible exchange transaction below par
involving the company's 8.5% senior unsecured notes due 2019 and 9%
second-lien secured notes due 2020," said S&P Global Ratings credit
analyst Kevin Kwok.  "The company and the noteholders have not yet
reached an agreement on the terms of the exchange offer," he
added.

The outlook is negative, reflecting the potential that S&P could
lower ratings if the company completes an exchange offer or similar
restructuring that S&P classifies as distressed.


WAJAX CORP: S&P Revises Outlook to Negative on Weak End Markets
---------------------------------------------------------------
S&P Global Ratings said it revised its outlook on Ontario-based
industrial equipment distributor Wajax Corp. to negative from
stable.  At the same time, S&P Global Ratings affirmed its 'BB+'
long-term corporate credit rating on the company and its 'BB'
issue-level rating on Wajax's C$125 million unsecured notes.  The
'5' recovery rating on the notes is unchanged.

"The outlook revision reflects the risk that Wajax's revenues and
EBITDA will remain weak in the next 12 to 18 months, lower than our
expectations, in light of soft commodity prices and weak economic
conditions in western Canada, especially Alberta and Saskatchewan,"
said S&P Global Ratings credit analyst Aniki Saha-Yannopoulos.

S&P's fair business risk assessment on Wajax reflects the company's
operations in the cyclical and highly competitive capital goods
industry, the company's exposure to cyclical resource-based
industries, geographic exposure to western Canada and the company's
relatively smaller scale and size.  In S&P's view, these factors
are expected to continue to lead to volatility in its EBITDA
generation, and contribute to S&P's view of Wajax's business risk
profile at the lower end of the range for this assessment.  The
ratings also incorporate Wajax's solid market position in Canada,
recurring revenues from its parts and services operations, and
profitability in line with industry average levels.

Wajax has a large exposure to resource-based industries (about 30%
of 2015 revenues); in general, each of its businesses is exposed to
fluctuations in the price of commodities, including oil, natural
gas, and metals.

The negative outlook on Wajax reflects S&P Global Ratings'
expectation that the company's declining revenues, due to weakness
in the Canadian oil and gas and mining markets, have pressured the
company's credit measures to a higher degree than expected.  In
S&P's view, there is increased risk that the company's core credit
measures will not improve above 3x debt-to-EBITDA over the next 12
months and remain weak for the ratings if end market demand remains
under pressure over this period.

S&P would consider a downgrade if it expects Wajax to sustain
adjusted net debt-to-EBITDA of about 3x through the next 12 months.
S&P might also consider a downgrade if the company the company's
revenues or gross profit margins are weaker than forecast, leading
S&P to assess a weaker business risk profile.

S&P would revise the outlook to stable if it expects Wajax to
sustain adjusted debt-to-EBITDA below 3x.  S&P could expect
improvement toward 2017 year-end due to the company's strategic
efforts to improve operating expenses alongside improvement in end
market demand for the company's equipment and services.


WALTER INVESTMENT: S&P Revises Outlook to Neg. & Affirms 'B+' ICR
-----------------------------------------------------------------
S&P Global Ratings said it revised its outlook on Walter Investment
Management Corp. to negative from stable.  At the same time, S&P
affirmed its 'B+' issuer credit rating on Walter.

"The outlook revision follows Walter's declining tangible equity
and our evolving view that Walter Capital Opportunity Corp. (WCO)
will play a more limited role in Walter's future business and
financial strategy," said S&P Global Ratings credit analyst Stephen
Lynch.

Since the end of 2015, Walter's tangible equity has declined to
$260 million from $437 million, mostly due to negative
mark-to-market adjustments on the firm's mortgage servicing rights
(MSRs). Although these negative valuation adjustments could reverse
as interest rates rise, they nevertheless provide scant collateral
protection to the $2.15 billion of creditor loans and notes under a
hypothetical liquidation scenario.  More immediately, the declining
MSR assets provide less value as the company seeks to sell assets
to pay down debt.  Walter has publicly stated its desire to reduce
corporate leverage to 3.4x to 3.6x by the end of 2016. Assuming
Walter achieves the midpoint of S&P Global Ratings' 2016 forecast
of $475 million of EBITDA, the company would need to pay down about
$500 million of debt--a level S&P views as increasingly ambitious.


S&P previously discussed three main sources of proceeds Walter will
use to reduce leverage.  Foremost was WCO, which S&P previously
believed would be the most prominent and stable source of future
MSR financing. WCO, which was formed in 2013 as a joint venture
between Walter and York Capital Management, however, has so far
provided negligible support. Although management said it is in the
process of "finalizing a portfolio with them now" during their
first-quarter earnings call, S&P now believes WCO will play a more
limited role in future financing.  Consequently, S&P believes
Walter's strategy to convert itself into a less leveraged
fee-for-service business will become increasingly difficult to
achieve.

Walter also just appointed George Awad as CEO and executive
chairman of the board. Mr. Awad is Walter's third CEO in the last
year.  Daniel Beltzman, the previous chairman, will remain a
director on the board. Mr. Beltzman is a partner at Birch Run
Capital Advisors, a value-based hedge fund that owns about 21% of
Walter.  S&P views the CEO turnover and concentrated investment
ownership as emblematic of a company in undergoing a substantial
shift in strategy.

The negative outlook on Walter reflects S&P Global Ratings' view
that Walter's relationship with external capital providers, such as
WCO, are unlikely to provide a meaningful source of funding that
Walter can use to lower leverage and transition into a
fee-for-service business model.  Moreover, the company's MSRs,
which are inextricably tied to the firm's tangible equity, have
substantially declined and thus provide fewer assets to sell to pay
down debt.

Over the next couple quarters, S&P could lower the rating if Walter
is unable to make meaningful progress on its deleveraging plans or
if management pursues a more aggressive strategy. Specifically, S&P
will be particularly interested in what role WCO or other external
capital providers will play in Walter's future strategy.
Separately, S&P could lower the rating if EBITDA or liquidity
weakens relative to S&P's original expectations or if tangible
equity continues to erode.

Although less likely, S&P could also lower the rating if Walter is
subject to another substantial regulatory investigation, especially
since the company only recently settled claims by the Department of
Justice and the Consumer Financial Protection Bureau.

S&P could revise the outlook to stable if it believes Walter will
achieve its targeted leverage ratio of 3.4x to 3.6x by the end of
2016.  An outlook revision will also largely depend on Walter
providing more visibility to investors on what role WCO or other
capital providers will provide to the company on an ongoing basis
-- something S&P believes has been rather limited to this point.



WASH TECHNOLOGIES: Seeks to Pay $487K to Suspend Pappas Judgment
----------------------------------------------------------------
Wash Technologies of America Corp. filed with the U.S. Bankruptcy
Court for the Eastern District of Texas, Sherman Division an
expedited motion to use property of the estate in the amount of
approximately $486,521 to suspend enforcement of the Pappas
Judgment by either posting a supersedeas bond or making a cash
deposit in lieu of bond.

The Debtor is a defendant in the lawsuit filed in the 193rd
Judicial District Court of Dallas County, Texas styled Pappas v.
Wash Technologies of America Corporation, et al, Cause No.
DC-11-16090, 193rd Judicial District Court in Dallas County, Texas,
which was initiated in 2011.  At the conclusion of the jury trial,
the jury rendered its verdict in favor of Pappas against the
Debtor, and the trial court has since entered final judgment for
Pappas in the amount of $1,197,397 for actual damages for statutory
fraud, $780,062 in attorneys' fees, and $1,500,000 in exemplary
damages, as well as pre and post-judgment interest and costs.

In connection with its appeal of the Pappas Judgment, the Debtor
requests the Court to authorize the Debtor to use property of the
estate to suspend enforcement of the Pappas Judgment pending
consideration of the Debtor's appeal of the judgment, as allowed
under the Texas Rules of Appellate Procedure.

The Debtor explains that the property of the estate used to
supersede the Pappas Judgment will serve as security to Pappas for
collection of his judgment if the Pappas Judgment is ultimately
affirmed on appeal, such that there is no risk to Pappas or the
estate if the Debtor is allowed to use property of the estate to
supersede the Pappas Judgment.  Additionally, the Debtor's use of
cash to supersede the Pappas Judgment will not prevent payment to
other claimants against the estate under the terms of Pappas'
proposed plan.

Wash Technologies of America Corp. is represented by:

          Melanie P. Goolsby
          Gerrit M. Pronske
          PRONSKE GOOLSBY & KATHMAN, P.C.
          901 Main Street, Suite 610
          Dallas, Texas 75202
          Telephone: (214) 658-6500
          Facsimile: (214) 658-6509
          E-mail: gpronske@pgkpc.com
                  mgoolsby@pgkpc.com

                About Wash Technologies of America

Wash Technologies of America Corp. sought Chapter 11 protection
(Bankr. E. D. TX. Case No.: 15-40917) on May 18, 2015 in Sherman,
Texas.  Pronske Goolsby & Kathman, P.C., serves as the Debtor's
counsel.  The Debtor estimated $1 million to 10 million assets and
$1 million to $10 million in debt.  The petition was signed by Jon
Bangash, president.


WEIGHT WATCHERS: Egan-Jones Cuts Sr. Unsecured Rating to B-
-----------------------------------------------------------
Egan-Jones Ratings Company lowered the foreign currency senior
unsecured rating on debt issued by Weight Watchers International
Inc to B- from B on May 18, 2016.

Weight Watchers International is an American company that offers
various products and services to assist weight loss and
maintenance.


WELLS TRANSPORT: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Wells Transport, Inc.
           dba Well Side Logistics
           dba Well Side Web
        412 Maple Avenue
        Nashville, TN 37210

Case No.: 16-04248

Chapter 11 Petition Date: June 13, 2016

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

Judge: Hon. Marian F Harrison

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

Total Assets: $350,123

Total Liabilities: $1.20 million

The petition was signed by Frank Saleh, president.

A list of the Debtor's 18 largest unsecured creditors is available
for free at http://bankrupt.com/misc/tnmb16-04248.pdf


WEST CABINET: Court Approves Adequate Protection Deal for IRS
-------------------------------------------------------------
The Honorable Gregory R. Schaaf placed his stamp of approval on an
order authorizing West Cabinet, Inc., to use cash collateral
encumbered by a federal tax lien.  The Debtor agrees to remit $400
to the IRS each month and grant the government replacement liens.
In support of its request, the Debtor showed the Court a
three-month budget projecting $66,000 in monthly sales.  

West Cabinet, Inc., sought protection under chapter 11 (Bankr. E.D.
Ky. Case No. 16-60324) on March 25, 2016.  The Debtor is
represented by Jamie L. Harris, at DelCotto Law Group PLLC in
Lexington, Ky.  At the time of the filing, the Debtor estimated its
assets and debts at less than $1 million.  


WESTLAKE CHEMICAL: S&P Puts 'BB-' CCR on CreditWatch Positive
-------------------------------------------------------------
S&P Global Ratings placed its 'BBB+' corporate credit rating on
Westlake Chemical Corp. on CreditWatch with negative implications
indicating that S&P could lower the ratings once it completes its
review.  S&P also placed its issue-level ratings on Westlake's debt
on CreditWatch with negative implications.

At the same time, S&P placed its 'BB-' corporate credit rating on
Axiall Corp. on CreditWatch with positive implications, indicating
S&P could raise the ratings once it completes its review.  S&P also
placed its issue-level ratings on Axiall's debt on CreditWatch with
positive implications.

"The CreditWatch placement reflects the likelihood that Westlake
will acquire Axiall Corp. for $33 per share in an all-cash
transaction, representing an enterprise value of approximately $3.8
billion, including debt and certain other Axiall liabilities," said
S&P Global Ratings credit analyst Sebastian Pinto-Thomaz.

S&P anticipates that this transaction could result in weaker pro
forma leverage measures for Westlake, which could lead to a lower
rating.  S&P anticipates that the acquisition of Axiall by a
higher-rated entity could benefit Axiall's credit quality.

S&P will resolve the CreditWatch placement based on its view of the
companies' combined business and financial risk profiles.  

"We will assess the impact of the planned transaction on both
companies' business and financial risk profiles.  We expect to
resolve the CreditWatch listing in the next 90 days or once we have
further details on the anticipated capital structure.  We could
lower the ratings on Westlake if we expect the increase in leverage
to result in a financial risk profile weaker than what we would
expect at the current rating," S&P said.


WHITING PETROLEUM: Egan-Jones Lowers Sr. Unsecured Rating to CCC
----------------------------------------------------------------
Egan-Jones Ratings Company downgraded the foreign currency senior
unsecured rating on debt issued by Whiting Petroleum Corp. to CCC
from C on May 17, 2016.  EJR also lowered the foreign currency
commercial paper rating on the Company to C from A3.

Whiting Petroleum Corporation is an American petroleum and natural
gas exploration and production company headquartered in Denver,
Colorado.


WILFREDO CHINEA OLIVERAS: Antunez May Obtain Copy of Plan Docs
--------------------------------------------------------------
Judge Brian K. Tester of the U.S. Bankruptcy Court for the District
of Puerto Rico granted Antunez & Son Produce, Inc.'s motion
requesting to be served with a copy of Wilfredo Chinea Oliveras's
disclosure statement and plan.

Wilfredo Chinea Oliveras, aka M&M Self Service, dba Supermercados
Selectos M&M (Bankr. D.P.R. Case No. 15-05281) filed a Chapter 11
Petition on July 10, 2015.


WOO LI INC: Taps S Accounting & Tax as Accountant
-------------------------------------------------
Woo Li Inc. seeks approval from the U.S. Bankruptcy Court for the
Northern District of Georgia to hire S Accounting & Tax, LLC as its
accountant.

The Debtor tapped the firm to prepare its federal and state tax
returns, assist in the reporting requirements of its bankruptcy
case, and assist the Debtor in its general accounting and financial
needs.  The firm will also provide separate bookkeeping services.

S Accounting's current rate is $175 per hour.  Aside from
professional fees, the firm will also receive reimbursement for
work-related expenses.

Susie Chan Kang, a certified public accountant at S Accounting,
disclosed in a court filing that she is a "disinterested person" as
defined in section 101(14) of the Bankruptcy Code.    

The firm can be reached through:

     Susie Chan J. Kang, CPA
     S Accounting & Tax, LLC
     3859 Postal Dr. #210
     Duluth, GA 30096

                       About Woo Li, Inc.

Woo Li, Inc. filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Ga. Case No. 16-58865) on May 21, 2016. The petition was
signed by Taeuk Kang, president.

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


WTB 5 ENTERPRISES: Taps Art Klock as Real Estate Agent
------------------------------------------------------
WTB 5 Enterprises, LLC, asks for authorization from the U.S.
Bankruptcy Court for the District of Arizona to employ Arthur A.
Klock of Art Klock Real Estate to list the Debtor's real property
located in Colorado City, Colorado, and known as TBD State Highway
165, Colorado City, Colorado 81019.

The Property is unencumbered and valued at approximately $1
million.  The Debtor has determined that it is in the best interest
of the bankruptcy estate and its creditors to sell the Property for
the best and highest price available.  

The professional services which Mr. Klock will provide include, but
are not limited to: (a) representing the Debtor as its agent; (b)
providing consulting services and sales assistance to the Debtor
regarding the sale of the Property; and (c) providing other realty
services as may be required from time to time as set forth in the
listing agreement.

The total commission offered is 10% of the purchase price.  The
Debtor is informed and believes that this commission is typical for
property of this kind.

The Debtor is represented by:

      ALLEN BARNES & JONES, PLC
      Hilary L. Barnes, Esq.
      1850 N. Central Avenue, Suite 1150
      Phoenix, AZ 85004
      Tel: (602) 256-6000
      Fax: (602) 252-4712
      E-mail: hbarnes@allenbarneslaw.com

Art Klock can be reached at:

      Arthur A. Klock
      ART KLOCK REAL ESTATE
      P.O. Box 54
      Rye, CO 81069

Capitis Commercial Two, LLC, is represented by:

      Edwin B. Stanley
      SIMBRO & STANLEY, PLC
      8767 E. Via De Commercio, Suite 103
      Scottsdale, AZ 85258-3374
      E-mail: bstanley@simbroandstanley.com

Wtb 5 Enterprises, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 16-04074) on April 15,
2016.  The petition was filed pro se.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2016.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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