TCR_Public/160617.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, June 17, 2016, Vol. 20, No. 169

                            Headlines

06-007 BIGGS BUSINESS: Must Confirm Plan by July or Face Dismissal
2070 INC: Taps Bregman Firm to Litigate, Settle Tort Claims
22 FISKE PLACE: DT91 Wants Plan Revised to Reflect $1.64MM Claim
4522 KATELLA AVENUE: Has Until June 17 to Exclusively File Plan
ABEINSA HOLDING: $11.8K Vapor Transport System Sale Approved

ABENGOA BIOENERGY: U.S. Trustee Forms 3-Member Committee
AK STEEL: S&P Raises CCR to 'B', Outlook Stable
ALLIANCE ONE: Delays Filing of March 31 Form 10-K Report
ARCH COAL: Files Amended Plan; DS Hearing Set for June 22
ARRIS GROUP: Egan-Jones Cuts Sr. Unsecured Ratings to BB

AVON PRODUCTS: Egan-Jones Cuts FC Sr. Unsecured Rating to B
BEAR METALLURGICAL: Files for Bankruptcy, Looks to Sell Businesses
BEAR METALLURGICAL: Seeks 21-Day Extension to File Schedules
BERRY PLASTICS: $400 Million Notes Exchange Offer Expires
BLUE COAT: S&P Puts 'B-' CCR on CreditWatch Positive

CHAMPION INDUSTRIES: Incurs $81,250 Net Loss in Second Quarter
CHC GROUP: Says That Weil Fee Advances Are Not Part of Estate
CLEAR CHANNEL: S&P Assigns 'B-' CCR, Outlook Stable
CLIFFS NATURAL: Egan-Jones Cuts Sr. Unsecured Debt Rating to D
COLORADO SPRINGS: S&P Withdraws 'BB' Rating on 2010 School Bonds

CONTINENTAL CARWASH: Taps David C. Johnston as Bankruptcy Counsel
CONTINENTAL RESOURCES: Egan-Jones Cuts FC Sr. Unsec. Rating to B+
COOPER TIRE: S&P Raises Rating to 'BB', Outlook Stable
COTT FINANCE: S&P Assigns 'B-' Rating on EUR450MM Sr. Unsec. Notes
CYTORI THERAPEUTICS: Expects to Get $17.1M from Rights Offering

DEPAUL INDUSTRIES: AMCI Extends $1,000,000 of DIP Financing
DEX MEDIA: Authorized to Sell Marlton Property to M&G for $2.6-Mil.
DEX MEDIA: Has Interim OK to Use Cash Collateral
DIVERSIFIED RESOURCES: Needs More Time to File April 30 10-Q
DYNCORP INT'L: S&P Raises CCR to 'CCC+' After Refinancing

DYNEGY INC: Moody's Affirms B2 Corporate Family Rating
EDISON MISSION: Unsec. Debt Gets "No Rating" from Egan-Jones
ENCANA CORP: Egan-Jones Cuts FC Sr. Unsec. Rating to B+
ENERGEN CORP: Egan-Jones Lowers FC Sr. Unsec. Rating to B
ENERGY XXI: Court OKs Black Elk Agreement

ESP RESOURCES: Wants Plan Filing Period Extended to Oct. 6
ETERNAL ENTERPRISES: Hires Vin Vizzo as Public Adjuster
FORT DRILLING: Seeks to Hire Goff & Goff as Legal Counsel
GASTAR EXPLORATION: Egan-Jones Cuts FC Sr. Unsec. Rating to C
GASTAR EXPLORATION: Stockholders Elect Six Directors

GAWKER MEDIA: Initial Case Conference Set for July 7
GAWKER MEDIA: Taps Prime Clerk as Claims Agent & Admin. Advisors
GLOBAL BRASS: Moody's Hikes Corporate Family Rating to B1
GLOBAL HEALTHCARE: S&P Retains 'B' Rating on $375MM Term Loan
GOBP HOLDINGS: S&P Lowers CCR to 'B-' on Dividend Recapitalization

GRANITE ACQUISITION: S&P Cuts CCR to 'B+' on Weak Fin. Performance
GUIDED THERAPEUTICS: Inks Swap Agreements with Warrant Holders
GULF CHEMICAL: Files for Chapter 11 Protection
H&S BUSINESS: Seeks to Hire John Gitlin as Legal Counsel
HALCON RESOURCES: Enters into RSA with Stakeholders

HARVEST OPERATIONS: S&P Lowers CCR to 'SD' on Distressed Exchange
HEADWATERS INC: Egan-Jones Hikes Sr. Unsec. Ratings to BB-
HIRAM COLLEGE: S&P Withdraws 'BB+' Rating on $32.9MM Bonds
HORNBECK OFFSHORE: Egan-Jones Cuts Sr. Unsec. Rating to B
HORSEHEAD HOLDING: Equity Panel Taps MAC as Technical Consultant

IHEARTMEDIA INC: S&P Removes CCC CCR From Watch Neg on Lawsuit Win
ILLINOIS POWER: S&P Revises Outlook to Neg. & Affirms 'CCC+' CCR
INTERVENTION ENERGY: Court Orders Joint Administration of Cases
JAKAYS SALON: Exclusive Plan Filing Period Extended to June 20
JOHNSON LAWN: Wants Plan Filing Period Extended by 45 Days

KEFALOS INC: Taps Bradley H. Foreman as Legal Counsel
KINDRED HEALTHCARE: Moody's Cuts Sr. Unsec. Notes Rating to B3
KINEMED INC: Taps FisherBroyles as Special Counsel
KLM OPTICAL: Plan Confirmation Hearing Slated for Aug. 15
LA CASA DE LA RAZA: Hires Schneider to Pursue Tax Refund

LANAI HOLDINGS III: S&P Affirms 'B' CCR, Outlook Stable
LAND SECURITIES: Selling Project Area 13 for $1.1M to Cool Water
LANNETT COMPANY: Moody's Affirms B2 CFR & Cuts Secured Rating to B2
LAREDO PETROLEUM: Egan-Jones Cuts FC Sr. Unsec. Rating to CCC+
LATTICE INC: Annual Meeting of Stockholders Set for Sept. 27

LAWRENCE SCHIFF: Trustee Proposes CSS-Led Auction on June 29
LEWIS HEALTH: Seeks to Hire Al Johnson as Accountant
LIFE CARE: UMB Bank Reserves Right to Object to Sale
LINC USA GP: Court Orders Joint Administration of Cases
LITTLETON PREPARATORY: S&P Affirms BB+ Rating on 2013 Rev. Bonds

LOTUS STORES: Seeks to Hire Wilkins Miller as Accountant
LUMPY'S PRO GOLF: Seeks to Sell Remaining Inventory
M SPACE HOLDINGS: Key Employee Retention Plan Approved
MAJESTIC AIR: Taps Havkin & Shrago as Legal Counsel
MANUFACTURERS ASSOCIATES: Taps Coan Lewendon as Bankr. Counsel

MARIA'S MONT BLANC: Seeks OK to Auction Restaurant Equipment
MARTON TRUCKING: Seeks to Hire E.P. Bud Kirk as Attorney
MGM RESORTS: Tracinda Reports 16.1% Equity Stake as of June 13
MIDAS INTERMEDIATE: $75MM Loan Add-on No Impact on Moody's B2 CFR
MIDSTATES PETROLEUM: Creditors Object to Cash Collateral Motion

NAKED BRAND: Incurs $2.54 Million Net Loss in First Quarter
NASSAU DEVELOPMENT: Taps Meland Russin as Legal Counsel
NATIONAL EMERGENCY: Taps David C. Johnston as Bankruptcy Counsel
NEPHROS INC: Issues Additional $380,000 Notes and Warrants
NIEBERG MIDWOOD: Files Full-Payment Chapter 11 Exit Plan

NORANDA ALUMINUM: Proposes Sale Process for Upstream Business
NORTEL NETWORKS: Resolves LSI Bid for Ch. 7 Conversion
NUANCE COMMUNICATIONS: S&P Assigns 'BB-' Rating on $300MM Notes
OATH CORPORATION: Voluntary Chapter 11 Case Summary
OLD COLD: Wants Exclusive Plan Filing Deadline Moved to Oct. 25

OLIN CORP: Egan-Jones Cuts FC Sr. Unsecured Rating to BB
PACIFIC 9 TRANSPORTATION: U.S. Trustee Forms 7-Member Committee
PACIFIC DRILLING: S&P Cuts CCR to CCC+ on Contracting Difficulties
PALMAZ SCIENTIFIC: No Competing Bids vs. Vactronix's $22.6M
PARAGON OFFSHORE: Wants Plan Filing Period Extended to Aug. 12

PARAGON SHIPPING: Enters Into Debt Waiver Agreement with Lenders
PARKER DRILLING: Egan-Jones Cuts FC Sr. Unsec. Rating to CCC
PEABODY ENERGY: Seeks Approval of Key Employee Retention Plan
PEAK WEB: Hires Susman Godfrey as Litigation Counsel
PEAK WEB: Taps Cascade Capital to Provide Consulting Services

PENN VIRGINIA: Republic Offers Alternative Restructuring
POSITIVEID CORP: Toledo Has Note Convertible to 9.9% of Shares
POST HOLDINGS: Egan-Jones Hikes FC Sr. Unsecured Rating to B
PREMIER EXHIBITIONS: Files for Bankruptcy in Florida
PRIME GLOBAL: Incurs US$117,000 Net Loss in Second Quarter

ROOMSTORES OF PHOENIX: Taps Rein & Grossoehme as Broker
RUDOLF KURT MEIER III: Court Approves $700,000 Sale of Property
RYCKMAN CREEK: Judge Kevin Carey Appointed as Mediator
S-3 PUMP SERVICE: Peterbilt Tallahassee Buying Vehicles
SA INTER INVEST: Exclusive Solicitation Period Extended to Sept. 11

SABAS BARDALES-RENDON: To Pay Deutsche Bank Claim in 30 Years
SAEXPLORATION HOLDINGS: S&P Lowers CCR to 'CC' Then Withdraws
SANDRIDGE ENERGY: Proposes to Enter into Hedging Arrangements
SECURITY CAPITAL: U.S. Opposes Provisional Relief Sought by JOLs
SEVEN OAKS: Hires Berkshire Hathaway as Real Estate Broker

SFX ENTERTAINMENT: Trustee Opposes Equity Committee Appointment
SH 130 CONCESSION: Removal Deadline Extended to Aug. 29
SHERWIN ALUMINA: Time to Decide on Leases Extended to Aug. 8
SHOOT THE MOON: Order for Trustee to Pay $83K to Prime A Upheld
SOPHIA LP: S&P Lowers CCR to 'B-' on Weak Credit Metrics

SPANISH BROADCASTING: Stockholders Elect Six Directors
SPORTS AUTHORITY: Must Consummate Successful Bid, Landlord Asserts
SPORTS AUTHORITY: Time to Remove Actions Extended to Aug. 29
SPORTS AUTHORITY: U.S. Trustee Objects to Houlihan Hiring
SPRINT CORP: Egan-Jones Cuts FC Sr. Unsecured Rating to B

ST. MICHAEL'S MEDICAL: Says MedRealty Violated Automatic Stay
STARSHINE ACADEMY: U.S. Trustee Forms 2-Member Committee
STEVE MURPHY: Buyer Still Arranging Funding for $15M Deal
STONE ENERGY: Hikes BofA Credit Facility Borrowing Base to $360M
STONE ENERGY: Intends to Make $29M Notes Interest Payment

STONE ENERGY: S&P Raises CCR to 'CCC-' on Interest Payment
SUNEDISON INC: ASIC Wants Segregation of Cash Collateral
SUNRISE REAL: Delays 2014 Form 10-K to Complete New Audit
TATOES LLC: Court Issues Final Cash Collateral Order
TATOES LLC: Saddle Mountain Claims 1st Priority Lien on 2016 Crops

TC WESTSHORE: Voluntary Chapter 11 Case Summary
TEARN DEVELOPMENT: Voluntary Chapter 11 Case Summary
TENET HEALTHCARE: Egan-Jones Cuts FC Sr. Unsec. Rating to B-
TOYS R US: Moody's Cuts Probability of Default Rating to Caa3
TOYS R US: S&P Affirms 'B-' CCR on Proposed Exchange Offer

TRANSCANADA CORP: Egan-Jones Lowers Sr. Unsec. Rating to BB+
TRINITY TEMPLE: Seeks to Hire Teja Shariff as Accountant
TRONOX LTD: Egan-Jones Cuts FC Sr. Unsec. Rating to CCC
TWIN PEAKS: Court Affirms Order for C. Russell to Remit $441K
UNIVERSAL SOFTWARE: Hires J. Edgar Group as Financial Consultant

UPPER DECK: Hasbro Settlement Agreement Approved
US CELLULAR: Egan-Jones Hikes FC Sr. Unsecured Rating to BB+
VENCORE INC: Loan Upsize Plan No Impact on Moody's B3 CFR
WARNER MUSIC: Extends Maturity of Credit Facility to April 2021
WHISTLER ENERGY II: Seeks to Hire TDF Partners, Designate CRO

WHISTLER ENERGY II: Taps UpShot Services as Claims Agent
WINDSTREAM SERVICES: CS&L Stake Sale No Impact on Moody's B1 CFR
ZERGA PHIN-KER: Wants Aug. 19 as Exclusive Solicitation Deadline
[*] Thomas Horan to Head Shaw Fishman's New Delaware Office
[^] BOOK REVIEW: Oil Business in Latin America: The Early Years


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06-007 BIGGS BUSINESS: Must Confirm Plan by July or Face Dismissal
------------------------------------------------------------------
06-007 Biggs Business Trust on June 3, 2016, filed with the
Bankruptcy Court in Nevada an amended disclosure statement for its
plan of reorganization.  The plan was filed March 24, 2016.

The Debtor plans to satisfy current tax obligations through the
marketing and sale of the Property.  Mesa Asset Management will be
retained to manage the Debtor, in consideration for a management
fee, calculated and receive a management fee of $750/mo;$9,000/yr.
The Debtor holds a 67.61% interest in six parcels of real property
located in Butte County, California more specifically described by
APN Nos.022-140-009-000, 022-140-010-000, 022-140-011 000,
022-100-014-000, 022-170-009-000, and 022-170-065-000.

Based upon the comparable sales and marketing of the surrounding
communities and properties, the Property is estimated to be valued
at $2,100,000.00, with Debtor's percentage of interest in the
Property valued at approximately $1,419,810.00.   In an effort to
complete a sale, the investor owners are willing to accept a loss
on their original investment in the secured loan.  

The City of Biggs, California, has filed an eminent domain
litigation against 160 acres of the Property.  The case is
captioned, City of Biggs vs. Mesa Asset Management, LLC, et al,
Case No. 164070, Superior Court of California, County of Butte,
filed March 15, 2015.  The eminent domain action seeks only to take
the parcels APN Nos.022-140-009-000, 022-140-010-000, and
022-140-011-000 from the Debtor.

On December 15, 2014, the U.S. Bankruptcy Court granted relief from
the automatic stay to allow the eminent domain litigation to
proceed to determine the full market value of the Property.  The
City of Biggs has estimated the value of this portion of the
Debtor's assets to be valued at $1,490,000.  The Debtor is not
contesting the City's authority to take the property, but does
contest that the fair market value of the property is higher.  The
City has already taken possession and control of the property.

The Debtor plans to continue pursuing the liquidation of the
Property during the Plan period to meet the ongoing property tax
obligations and reduce the arrears on real estate tax expense.
These efforts to market the sale of the Property are to be done to
protect and recover the maximum recovery for the investors while
satisfying the taxing authority in full.   Biggs estimates that the
eminent domain payment will liquidate sufficient assets to satisfy
the creditor's claims entirely.  All proceeds will be allocated to
pay priority and secured tax debts upon the sale of the property.
The Debtor intends to liquidate all remaining assets and terminate
operations.  Subsequent to payment in full of all administrative
and unsecured creditor claims, remaining sales proceeds will be
distributed to the investors as a return of investment.

The primary creditor of the Debtor is the Butte County Treasurer,
which holds a priority claim in the amount of $513,038.00 for
property taxes, plus continued post-petition accrued taxes and
interest.  The general unsecured claims amount to $93,820.00, and
consist of additional capital investments made by the investing
creditors to satisfy administrative and operating costs, and the
accrued management fees of Mesa.  General unsecured claims will be
paid 100% from the proceeds of the sale.

According to the Disclosure Statement, the eminent domain
litigation involves the City of Biggs asserting its authority to
take possession of personal property  for public use under the
Fifth Amendment of the U.S. Constitution.  The power to take
property must be justly compensated by the municipality to the
owners of the property, i.e. the Debtor.  The City of Biggs has
deposited the sum of $1,490,000 with the State Court.  The Debtor
is contesting the taking in an effort to increase the amount of
compensation to be paid by the City of Biggs.   The State Court
will determine the fair market value of the property to establish
the amount of just compensation.

The U.S. Trustee's office has entered a conditional order on a
motion to dismiss the bankruptcy case for failure to confirm a plan
of reorganization.  This conditional order has been extended by
stipulation between the Debtor and the U.S. Trustee's office to
allow until July 16, 2016, for the attached Proposed Plan of
Reorganization to solicit ballots for approval of the Plan and to
hold a confirmation hearing.  In the event that the Proposed Plan
of Reorganization is approved and confirmed by the Court, the terms
of the Plan will control the assets and distribution of assets.  In
the event that the Plan is not confirmed, the U.S. Trustee has
authority to enter an ex parte order dismissing the case.  

A copy of the Amended Disclosure Statement is available at:

          http://bankrupt.com/misc/nvb14-14027-0097.pdf

06-007 Biggs Business Trust filed its voluntary petition under
Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No.
14-14027) on June 6, 2014.

Biggs is a holding company for multiple real estate parcels on
behalf of the owners of partial interest in the Debtor.  Biggs is
in the business of managing and marketing the real property for
sale following foreclosure of a secured debt.

The Debtor is represented by:

     Timothy P. Thomas, Esq.
     Law Office of Timothy P. Thomas, LLC
     1771 E. Flamingo Rd., Suite 212B
     Las Vegas, NV 89119
     Tel: (702) 227-0011
     Fax: (702) 227-0334
     E-mail: tthomas@tthomaslaw.com


2070 INC: Taps Bregman Firm to Litigate, Settle Tort Claims
-----------------------------------------------------------
2070, Inc., asks for permission from the U.S. Bankruptcy Court for
the Eastern District of Virginia to employ Bregman, Berbert,
Schwartz & Gilday, LLC, as legal counsel for the purpose of
providing legal representation regarding settlement and litigation
of civil claims for alleged personal injuries or damages arising
from a result of a loss of electric power from DIYA Restaurant on
Feb. 14, 2014.

The Debtor requires the Firm to perform legal services in obtaining
a settlement or judgment against any persons, firms, organizations,
or corporations in connection with or related to injuries or
damages sustained by the Debtor as a result of a loss of electric
power on or about Feb. 14, 2014, at DIYA Restaurant located at 2070
Chain Bridge Road, Vienna, Virginia 22182.

The Firm will attempt to settle all claims arising from the
Debtor's loss of electric power from DIYA Restaurant.  If
settlement is not possible, the Firm may file suit against
applicable entities if it determines that prosecution of any law
suit would be of financial benefit to the Debtor.

If a recovery is obtained for the Debtor by way of settlement prior
to filing the lawsuit, the Debtor will pay the Firm 33.33%.  If a
lawsuit is filed, or if the matter is submitted to mediation or
arbitration, the Debtor will pay the Firm 40% of any gross amount
recovered.

The Debtor represents that the Firm is a disinterested person
within the meaning of 11 U.S.C. Section 327.

The Firm can be reached at:

      Mark A. Gilday, Esq.
      Bregman, Berbert, Schwartz & Gilday, LLC
      7315 Wisconsin Avenue, Suite 800 West
      Bethesday, MD 20814
      Tel: (301) 656-2707
      E-mail: mgilday@bregmanlaw.com

2070, Inc., filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Va. Case No. 15-12417) on July 13, 2015.  John T. Donelan, Esq., at
the Law Office of John T. Donelan serves as the Debtor's bankruptcy
counsel.

The Debtor's bankruptcy counsel can be reached at:

      John T. Donelan, Esq.
      LAW OFFICE OF JOHN T. DONELAN
      125 South Royal Street
      Alexandria, VA 22314
      Tel: (703) 684-7555
      Fax: (703) 684-0981
      E-mail: donelanlaw@gmail.com


22 FISKE PLACE: DT91 Wants Plan Revised to Reflect $1.64MM Claim
----------------------------------------------------------------
DT91, LLC tells the Hon. Shelley C. Chapman that the Proposed Plan
of Reorganization and the accompanying disclosure statement filed
by the Chapter 11 trustee for the estate of 22 Fiske Place, LLC,
should be amended to reflect the current amount of DT91's secured
claim as $1,639,987.36 consisting of principal, both pre-and
postpetition interest, post-petition attorney's fees and advances
in the total amount of $1,639,987.36.  The Plan and or Disclosure
Statement should also to note that this amount is the payoff figure
through June 21, 2016 and will incur interest thereafter at the per
diem rate of $283.94 plus any additional attorney's fees incurred
through payoff.

DT91 is the first mortgagee on the Debtor's property at 22 Fiske
Place, Brooklyn, New York and holds a pre-petition judgment
rendered in a pre-petition State Supreme Court foreclosure action.
The Plan provides for this treatment of DT91's claim:  "Class 1
consists of the Secured Claim asserted by DT91. Under the Plan,
DT91 shall be paid Cash in an amount equal to 100% of the Allowed
DT91 Claim amount. Because Class 1 is Unimpaired, holders of
Allowed Class 1 Claims are deemed to have accepted the Plan and are
not entitled to vote on the Plan."

DT91 also says a small portion of its Claim ($50,000) is asserted
as a contingent/unliquidated claim. This amount is in the Rider
annexed to the poof of claim and DT91 submits that the Plan should
be modified to reserve this amount for the attorney's fees which
would be incurred by DT91 in the event the Debtor moves forward
with its appeal of the State Court Judgment. The Plan does not
provide for this contingent/unliquidated portion of the DT91
Claim.

DT91 is represented by:

     Jeffrey C. Daniels, Esq.
     4 Carren Circle
     Huntington, NY 11743
     Tel: 516-745-5430
     Fax: 516 745 8769
     E-mail: jdaniels@jcdpc.com

22 Fiske Place, LLC, sought Chapter 11 protection (Bankr. S.D.N.Y.
Case No. 15-11410) in Manhattan on May 28, 2015.  The case judge is
the Hon. Shelley C. Chapman.  Scott S. Markowitz, Esq., at Tarter
Krinsky & Drogin LLP, is the Debtor's counsel.  The Debtor
estimated assets and debt of $1 million to $10 million.

Ian J. Gazes has been named as chapter 11 trustee of the Debtor's
estate on May 16, 2016.


4522 KATELLA AVENUE: Has Until June 17 to Exclusively File Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas has extended,
at the behest of 4522 Katella Avenue LLC, the exclusive period for
the Debtor to file its Chapter 11 plan until June 17, 2016.

As reported by the Troubled Company Reporter on May 17, 2016, the
Debtor sought the extension in light of the sale of real estate and
fixtures and  the unascertained balances, if any, owed to ColFin
MF5 Funding, LLC, the Debtor's only secured creditor.  The Lender
holds a first mortgage on two of the Debtor's properties, Parkside
Apartments, located at 928 North Carter, Wichita, Kansas 67203, and
Longfellow Apartments, located at 1212 South Longfellow, Wichita,
Kansas 67207.  On May 6, 2016, pursuant to the motion of sale of
real estate and fixtures and payment of broker's commission, the
Court entered an agreed order granting the motion.

On Dec. 23, 2015, the Debtor and ColFin entered into stipulation
regarding interim use of cash collateral that require the Debtor to
file an adversary action within 60 days of signing the Stipulation
if it intends to challenge the balances of the Lender's loans on
the Properties.  Scheduling for the adversary has not been agreed
to by the parties or set by the Court.

The Debtor's counsel can be reached at:

      David G. Arst, Esq.
      ARST &ARST, P.A.
      555 N. Woodlawn, Suite 115
      Wichita, KS 67202
      Tel: (316) 265-4222
      Fax: (316) 265-1241
      E-mail: david@arstarst.kscoxmail.com

                     About 4522 Katella Avenue

Long Beach, California-based 4522 Katella Avenue, LLC, owner of
three apartment complexes, sought protection under Chapter 11 of
the Bankruptcy Code on September 25, 2015 (Bankr. D. Ks. Case No.
15-12107).  

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

4522 Katella is represented by David G. Arst, at Arst & Arst, P.A.


ABEINSA HOLDING: $11.8K Vapor Transport System Sale Approved
------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized debtor Abengoa Solar LLC to enter into a
Purchase Agreement with Alliance for Sustainable Energy, LLC, as
managing and operating contractor for National Reviewable Energy
Laboratory ("NREL"), on behalf of the United States Department of
Energy.

Judge Carey authorized the private sale of the Debtor's equipment
located at NREL's facility free and clear of all liens, claims,
interests, encumbrances, and other interests.

The Purchase Agreement contains, among others, the following
relevant terms:

     (a) Purchased Property: Hyrid Vapor Transport (HVT) System
that uses an inert carrier gas to transport volatile compounds to a
substrate where reactions result in the formation of CU(In,Ga)Se2
thin films.

     (b) Purchase Price: $11,812.50

                      About Abeinsa Holding

Abeinsa Holding Inc., Abengoa Solar LLC, Abeinsa EPC LLC, Abencor
USA, LLC, Nicsa Industrial Supplies LLC, Abener Construction
Services LLC, Abeinsa Abener Teyma General Partnership, Abener
Teyma Mojave General Partnership, Abener Teyma Inabensa Mount
Signal Joint Venture, Teyma USA & Abener Engineering and
Construction Services General Partnership, Teyma Construction USA,
LLC, Abener North America Construction L.P., and Inabensa USA, LLC
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed
Lead
Case No. 16-10790) on March 29, 2016.  The petitions were signed
by
Javier Ramirez as treasurer.  

DLA Piper LLP (US) represents the Debtors as counsel.  Prime Clerk
serves as the Debtors' claims and noticing agent.

                        About Abengoa S.A.

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

Involuntary petitions were filed against the three affiliated
entities -- Abengoa Bioenergy of Nebraska, LLC, Abengoa Bioenergy
Company, LLC, and Abengoa Bioenergy Biomass of Kansas, LLC, under
Chapter 7 of the Bankruptcy Code in the United States Bankruptcy
Court for the District of Nebraska and the United States
Bankruptcy
Court for the District of Kansas.  The bankruptcy cases for
affiliate Abengoa Bioenergy of Nebraska, LLC and Abengoa Bioenergy
Company, LLC were converted to cases under chapter 11 of the
Bankruptcy Code and transferred to the United States Bankruptcy
Court for the Eastern District of Missouri.

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

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


ABENGOA BIOENERGY: U.S. Trustee Forms 3-Member Committee
--------------------------------------------------------
The Office of the U.S. Trustee on June 14 appointed three creditors
of Abengoa Bioenergy Biomass of Kansas LLC to serve on the official
committee of unsecured creditors.

The committee members are:

     (1) Greg Stoppel
         Stoppel Dirt Inc.
         P.O. Box 866
         Sublette, KS 67877
         greg@stoppeldirtinc.com

     (2) Dean Schlueter
         Equipment Pro, Inc.
         721 Parkwood Drive
         Genevieve, MO 63670
         d_schlueter@equipmentproinc.com

     (3) Arthur Karas
         Western Reserve Water Systems
         4133 East 49th St.
         Cleveland, OH 44105-3267
         art@ckindustrial.com

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

                    About 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, Abengoa
filed a voluntary chapter 11 case (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.


AK STEEL: S&P Raises CCR to 'B', Outlook Stable
-----------------------------------------------
S&P Global Ratings said it raised its corporate credit rating on AK
Steel Corp. to 'B' from 'B-'.  The outlook is stable.

S&P also assigned its 'BB-' issue-level rating to the company's
proposed $380 million senior secured notes, with a recovery rating
of '1', indicating S&P's expectation for very high (90% to 100%)
recovery in the event of payment default.  S&P also raised the
issue-level rating on the company's senior unsecured notes to 'B-'
from 'CCC+'.  The recovery rating on the notes remains '5',
indicating S&P's expectation of modest (10%-30%; upper half of
range) recovery in the event of a default.

"We expect AK Steel's operating performance and credit measures
will improve in 2016 because of higher steel prices (driven by
lower import levels) and stable end market demand," said S&P Global
Ratings credit analyst William Ferara.  "We expect debt to EBITDA
of about 7.5x and EBITDA interest coverage of nearly 2x."

S&P could lower the rating if AK Steel's credit ratios were to
weaken, such as debt to EBITDA of greater than 8x on a sustained
basis.  S&P could also lower the rating if the liquidity position
were to deteriorate, resulting in availability under its ABL
revolving credit facility falling below $200 million.  This could
result if steel prices fell significantly or if volumes declined
due to economic conditions or end-market weakness in automotive or
nonresidential construction.

S&P could consider a higher rating if steel price improvements
coupled with increasing volumes resulted in sustainable adjusted
debt to EBITDA below 6x while maintaining a strong liquidity
position over the next 12 months.  This could cause S&P to revise
its comparable rating analysis modifier to neutral from negative.


ALLIANCE ONE: Delays Filing of March 31 Form 10-K Report
--------------------------------------------------------
Alliance One International, Inc., filed with the U.S. Securities
and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to annual report on Form 10-K for the year ended March 31,
2016.     

The Company, on May 25, 2016, filed with the SEC its Amendment No.
1 on Form 10-K/A for the fiscal year ended March 31, 2015, to amend
its Annual Report on Form 10-K for such fiscal year, its amendment
No. 1 on Form 10-Q/A for the period ended June 30, 2015, to amend
its Quarterly Report on Form 10-Q for such period, its Quarterly
Report on Form 10-Q for the period ended Sept. 30, 2015, and its
Quarterly Report on Form 10-Q for the period ended Dec. 31, 2015.
The Form 10-K/A and Form 10-Q/A were filed to correct errors the
Company discovered in its accounting at its Kenya subsidiary.

The effort required to file the 10-K/A, the Form 10-Q/A, the Second
Quarter Form 10-Q and Third Quarter Form 10-Q has delayed the
preparation and completion of the Company's Form 10-K for the
fiscal year ended March 31, 2016.  As a result, the Company will be
unable to file the Form 10-K within the prescribed time period
without unreasonable effort or expense.

The Company intends to file the Form 10-K as soon as practicable
and intends to do so within the fifteen-day extension period
afforded by Rule 12b-25 under the Securities Exchange Act of 1934,
as amended.

Based on preliminary unaudited results the Company anticipates
reporting the following significant changes for the fiscal year:

  * Total sales and other operating revenues are anticipated to
    have been approximately $1,904 million for the fiscal year
    ended March 31, 2016, a 7.9% decrease compared to the prior
    fiscal year principally due to changes in product mix, the
    negative impact on pricing resulting from an oversupply of
    tobacco in the market and lower prices paid to tobacco
    suppliers in most regions due to a stronger U.S. dollar.

  * Gross profit is anticipated to have decreased by 7.5% to
    approximately $224 million in fiscal year 2016, though gross
    margin as a percentage of sales is anticipated to have
    remained consistent with the prior year.

  * The Company anticipates reporting a gain of approximately $94
    million in other operating income during the fourth quarter of

    the fiscal year ended March 31, 2016, resulting from the
    reconsolidation of its Zimbabwe subsidiary as of March 31,
    2016, as it has determined that the uncertainty of its ability

    to maintain a controlling financial interest in its Zimbabwe
    subsidiary was eliminated as of March 31, 2016.

  * The Company anticipates reporting operating income of
    approximately $188 million for the fiscal year ended March 31,

    2016, a 92.3% increase over the prior year due principally to
    the gain from the reconsolidation of the Zimbabwe subsidiary.

                      About Alliance One

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

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

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

                           *     *     *

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

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


ARCH COAL: Files Amended Plan; DS Hearing Set for June 22
---------------------------------------------------------
BankruptcyData.com reported that Arch Coal filed with the U.S.
Bankruptcy Court an Amended Joint Plan of Reorganization and
related Disclosure Statement.  According to a corporate release,
the Plan is supported by certain of the Company's senior secured
lenders that hold more than 66-2/3% of its first lien term loan.
The Disclosure Statement notes, "The Plan that the Debtors have
filed provides that holders of General Unsecured Claims will
receive their pro rata share of the Debtors' unencumbered assets in
the form of (i) cash, subject to reductions for certain fees and,
potentially, adequate protection claims and (ii) shares of Prairie
Holdings, which is the Debtor that owns a 49% interest in Knight
Hawk Holdings, but only if it is judicially determined that Prairie
Holdings' interests in Knight Hawk Holdings, are unencumbered. The
consideration for the global settlement is to be provided by the
holders of First Lien Credit Facility Claims, who will waive the
Prepetition Lender Adequate Protection Claim in respect of any
diminution in the value of the Prepetition Collateral from the
Petition Date through and including June 22, 2016 and, potentially,
through the Effective Date, subject to certain exceptions. The
Debtors will continue to pursue a resolution among their creditors
regarding distributions to holders of General Unsecured Claims in
an effort to reach an agreement on a fully consensual plan of
reorganization." John W. Eaves, Arch Coal's chairman and C.E.O.,
states, "We are pleased to submit a plan that will strengthen our
balance sheet and enable us to continue our operations and
reclamation activities, as we further advance our efforts to
position Arch for long-term success. With low-cost production in
strategic market segments and the most advantaged coal supply
regions, Arch is well-equipped to emerge as a strong competitor. We
are confident that, upon emergence, Arch will be poised to prosper
in the quickly evolving coal marketplace." The Court scheduled a
June 22, 2016 hearing to consider the Disclosure Statement.

                       About Arch Coal

Founded in 1969, Arch Coal, Inc., is a producer and marketer of
coal in the United States, with operations and coal reserves in
each of the major coal-producing regions of the Country.  As of
January 2016, it was the second-largest holder of coal reserves in
the United States, owning or controlling over five billion tons of
proven and probable reserves.  As of the Petition Date, Arch
employed approximately 4,600 full and part-time employees.

Arch Coal, Inc. and 71 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. E.D. Mo. Case Nos. 16-40120 to
16-40191) on Jan. 11, 2016.  The petition was signed by Robert G.
Jones as senior vice president-law, general counsel and secretary.

The Debtors disclosed total assets of $5.84 billion and total debt
of $6.45 billion.  Judge Charles E. Rendlen III has been assigned
the case.

The Debtors have engaged Davis Polk & Wardwell LLP as counsel,
Bryan Cave LLP as local counsel, FTI Consulting, Inc. as
restructuring advisor, PJT Partners as investment banker, and Prime
Clerk LLC as notice, claims and solicitation agent.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee has retained Kramer Levin Naftalis &
Frankel LLP as counsel; Spencer Fane LLP as local counsel; Berkeley
Research Group, LLC as financial advisor; Jefferies LLC as
investment banker; and Blackacre LLC as coal consultant.


ARRIS GROUP: Egan-Jones Cuts Sr. Unsecured Ratings to BB
--------------------------------------------------------
Egan-Jones Ratings Company downgraded the senior unsecured ratings
on debt issued by ARRIS Group Inc. to BB from BB+ on June 2, 2016.

Arris Group is an American telecommunications equipment
manufacturing company that provides cable operators with high-speed
data, video and telephony systems for homes and businesses.


AVON PRODUCTS: Egan-Jones Cuts FC Sr. Unsecured Rating to B
-----------------------------------------------------------
Egan-Jones Ratings Company lowered the foreign currency senior
unsecured rating on debt issued by Avon Products Inc. to B from BB-
on June 2, 2016.

Avon Products, Inc. is an American international manufacturer and
direct selling company in beauty, household, and personal care
categories.


BEAR METALLURGICAL: Files for Bankruptcy, Looks to Sell Businesses
------------------------------------------------------------------
Gulf Chemical & Metallurgical Corporation and Bear Metallurgical
Company sought creditor protection in the U.S. Bankruptcy Court for
the Western District of Pennsylvania with the goal of selling their
businesses as a going concern.  Gulf believes that a sale of assets
under Chapter 11 will create the best opportunity to leave the
historical monetary and compliance environmental issues behind and
allow a new owner to have a fresh start.

Gulf, a recycler of spent petroleum catalysts, sources its income
from the refineries who pay it a treatment fee to take the spent
catalyst.  In turn, Gulf shares the value of the recovered metals
with the refinery supplier.  In addition, Gulf also sells its metal
products on the open market.  

Spent catalysts contain valuable metals, and Gulf's recycling
process extracts those metals from the spent catalyst.  The primary
metal byproducts of the recycling process are molybdenum and
vanadium.  Nickel, cobalt, and alumina products are also produced.


Bear is a toll conversion company that is a wholly-owned subsidiary
of Gulf.  Bear converts molybdenum and vanadium oxides into
ferromolybdenum and ferrovanadium, which have different uses than
the oxide forms of the metals, allowing access to larger markets.
Gulf is one of Bear's largest customers.

Due to the decline in the prices of metals coupled with
environmental challenges, the Debtors said they have been
unprofitable for the past years.

"[T]he market prices of molybdenum and vanadium have steadily
declined.  Molybdenum, which traded at more than $15 per pound at
the start of 2011, dropped below $5 per pound in 2015 and is
currently approximately $7 per pound.  Ferreovanadium went from $15
per pound in 2011 to less than $6 per pound in 2015.  Nickel prices
have also markedly declined.  The volume of vanadium pentoxide and
molybdenum trioxide available for conversion from Gulf and other
parties has also been affected by metals pricing," said Gulf's
Chief Executive Officer Eric Caridroit.

In addition, Gulf had spent more than $10 million in environmental
penalties and invested more than $50 million in capital projects
directly related to environmental matters over the past six years.

In early 2016, the Debtors retained Rothschild Global Financial
Advisory to explore transactions for the sale of their businesses.

On the Petition Date, the Debtors filed a motion for the approval
of bid procedures for the sale of their assets either together or
separately.  There is currently no stalking horse offer for Gulf's
or Bear's assets.  However, the Debtors said there have been
material discussions with at least one interested party to serve as
a stalking horse bidder for the purchase of Bear's assets.  Should
the parties reach agreement with a party to serve as a stalking
horse bidder for Gulf's or Bear's assets, or both, the Debtors
would intend to seek approval of any proposed bid protections
requested by such stalking horse bidder or bidders on shortened
notice while still complying with the terms of any Court-approved
bid procedures.

Because of the extensive prepetition marketing process, the Debtors
have proposed an approximately eight week period for interested
parties to make qualified bids.  The Debtors believe that this
timetable best balances the desire to maximize value without unduly
prolonging the bankruptcy process and the associated cost.

Gulf's parent company Comilog Holding has agreed to provide the
Debtors with an up to $12 million senior secured debtor-in-
possession loan.  The Debtors said the DIP Loan will be sufficient
for them to operate in the ordinary course of business, including
responsibly processing all of the spent catalyst Gulf currently
holds or acquires during the cases.  The DIP Loan will also provide
sufficient liquidity for the Debtors to market their businesses and
consummate going concern sale transactions.

Concurrently with the filing of the Chapter 11 cases, the Debtors
have filed a number of first day pleadings seeking authority to,
among other things, obtain post-petition financing and use cash
collateral, continue using existing cash management systems and
prohibit utility providers from discontinuing services.

Gulf estimated both assets and liabilities in the range of $100
million to $500 million while Bear estimated assets and liabilities
in the range of $1 million to $10 million.

As of the Petition Date, Gulf and Bear had approximately $2,800,000
and $575,000, respectively, in general unsecured debt made up
primarily of trade obligations.  In addition, the Texas Department
of Environmental Quality has asserted claims against Gulf for more
than $7.9 million in penalties related to environmental issues,
which the Debtors dispute.

The Debtors have hired McDonald Hopkins LLC as lead counsel, Cohen
& Grigsby, P.C. as local counsel, Stoneleigh Group Holdings, LLC as
financial advisors, and Kurtzman Carson Consultants LLC as notice,
claims and balloting agent.

The cases are jointly administered before Judge Jeffery A. Deller
under Lead Case No. 16-22192.


BEAR METALLURGICAL: Seeks 21-Day Extension to File Schedules
------------------------------------------------------------
Given the size and complexity of their businesses, the fact that
certain prepetition invoices have not yet been received and entered
into their financial systems, and the complexity of some
intercompany claims, Gulf Chemical & Metallurgical Corporation and
Bear Metallurgical Company asked the Bankruptcy Court to extend
their deadline to file Schedules and Statements by an additional 21
days, through and including July 19, 2016.

Pursuant to Section 521 of the Bankruptcy Code and Bankruptcy Rules
1007(b) and 1007(c), a debtor is required to file with the Court
within 14 days of the Petition Date (a) a schedule of assets and
liabilities, (b) a statement of financial affairs, (c) a schedule
of current income and expenditures, (d) a statement of executory
contracts and unexpired leases, and (e) a list of equity security
holders

The Debtors estimate they have more than 1200 creditors and other
interested parties in the aggregate.  The Debtors also have
intercompany claims among the Debtors and with affiliated
non-debtors.

"While the Debtors have commenced the task of gathering the
necessary information to prepare and finalize the Schedules and
Statements, the Debtors believe that the 14-day automatic extension
of time to file such Schedules and Statements provided by
Bankruptcy Rule 1007(c) is not sufficient to permit completion of
the Schedules and Statements," said Sean D. Malloy, Esq., at
McDonald Hopkins LLC, one of the Debtors' attorneys.

The Debtors are also undertaking a sale and bidding process.  The
Debtors said the timing of such process will not be adversely
impacted by this requested extension.  Moreover, the Debtors
maintained the requested extension will still allow the Schedules
and Statements to be filed prior to a 341 meeting of creditors,
which is required to be conducted no later than 60 days from the
Petition Date.

                     About Bear Metallurgical

Gulf Chemical & Metallurgical Corporation is a recycler of spent
petroleum catalysts.  As a recycler of spent catalyst, Gulf offers
refineries the opportunity to choose recycling as an option that is
more appealing than other catalyst disposition options.  In
particular, compared to landfilling, recycling is better for the
environment and in most economic conditions less expensive.

Bear Metallurgical Company is a toll conversion company that is a
wholly-owned subsidiary of Gulf.  Bear converts molybdenum and
vanadium oxides into ferromolybdenum and ferrovanadium, which have
different uses than the oxide forms of the metals, allowing access
to larger markets.  Gulf is one of Bear's largest customers.
Bear's profitability is driven by volume, which is in turn affected
by the market prices of the metals.

Each of Gulf and Bear filed a voluntary Chapter 11 bankruptcy
petition (Bankr. W.D. Pa. Lead Case No. 16-22192) on June 14, 2016.
The petitions were signed by Eric Caridroit as chief executive
officer.

Gulf estimated both assets and liabilities in the range of $100
million to $500 million while Bear estimated assets and liabilities
in the range of $1 million to $10 million.

As of the Petition Date, Gulf and Bear had approximately $2,800,000
and $575,000, respectively, in general unsecured debt made up
primarily of trade obligations.  In addition, the Texas Department
of Environmental Quality has asserted claims against Gulf for more
than $7.9 million in penalties related to environmental issues,
which the Debtors dispute.

The Debtors have hired McDonald Hopkins LLC as lead counsel, Cohen
& Grigsby, P.C. as local counsel, Stoneleigh Group Holdings, LLC as
financial advisors, and Kurtzman Carson Consultants LLC as notice,
claims and balloting agent.

The cases are jointly administered before Judge Jeffery A. Deller
under Lead Case No. 16-22192.


BERRY PLASTICS: $400 Million Notes Exchange Offer Expires
---------------------------------------------------------
Berry Plastics Group, Inc., announced that Berry Plastics
Corporation's, Berry's wholly owned subsidiary, offer to exchange
any and all of its outstanding $400 million 6.00 percent Second
Priority Senior Secured Notes due 2022 that were issued on Oct. 1,
2015, in a private placement, for $400 million 6.00 percent Second
Priority Senior Secured Notes due 2022 that have been registered
under the Securities Act of 1933, as amended, expired at 5:00 p.m.,
New York City time, on Monday, June 13, 2016.

Berry has been advised that tenders with respect to 100 percent of
the $400 million aggregate principal amount of the private notes
were received prior to the expiration of the exchange offer.  Berry
expects the Issuer to complete the exchange offer and issue the
registered notes in exchange for the private notes on or about June
16, 2016, subject to certain customary conditions.

                     About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P., and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of
the capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a manufacturer of
films and flexible packaging for food, personal care, medical,
agricultural and industrial applications.

Berry Plastics reported net income attributable to the Company of
$86 million on $4.88 billion of net sales for the year ended
Sept. 26, 2015, compared to net income of $62 million on $4.95
billion of net sales for the year ended Sept. 27, 2014.  

As reported by the TCR on Jan. 30, 2015, Moody's Investors Service
upgraded the corporate family rating of Berry Plastics to 'B1' from
'B2'.  The upgrade of the corporate family rating reflects the
pro-forma benefits from the recent restructuring and acquisitions.

The TCR reported on Feb. 23, 2016, that Standard & Poor's Ratings
Services raised its corporate credit rating on Berry Plastics Group
Inc. to 'BB-' from 'B+' and the issue-level ratings on the
company's first-lien term loan and second-lien secured notes to
'BB' and 'B+', from 'BB-' and 'B' respectively. The outlook is
positive.

                           *    *     *

This concludes the Troubled Company Reporter's coverage of Berry
Plastics Group, Inc. until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


BLUE COAT: S&P Puts 'B-' CCR on CreditWatch Positive
----------------------------------------------------
S&P Global Ratings said it placed all its ratings, including the
'B-' corporate credit rating, on Blue Coat Holdings Inc. on
CreditWatch with positive implications.

"The CreditWatch action follows the announcement that Symantec
Corp. (BBB-/Watch Negative/--) has agreed to acquire Blue Coat from
sponsor Bain Capital for approximately $4.65 billion," said S&P
Global Ratings credit analyst Kenneth Fleming.

S&P expects the transaction to close in the third quarter of 2016
pending regulatory approval.  As part of the transaction, Symantec
will repay Blue Coat's existing debt.

S&P expects to resolve the CreditWatch when the transaction closes.
At that time S&P will likely raise its corporate credit rating on
Blue Coat to equalize it with the rating on Symantec, which has a
stronger credit profile.  S&P would then withdraw all of its
ratings on Blue Coat including the issue level ratings on its term
loan and senior unsecured notes since its existing debt will be
repaid as part of the transaction.

Alternatively, if the transaction is not completed, S&P would
reassess its ratings on Blue Coat, which would most likely result
in our affirming them and removing them from CreditWatch.


CHAMPION INDUSTRIES: Incurs $81,250 Net Loss in Second Quarter
--------------------------------------------------------------
Champion Industries, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $81,250 on $15.9 million of total revenues for the three months
ended April 30, 2016, compared to net income of $47,897 on $16.3
million of total revenues for the same period in 2015.

For the six months ended April 30, 2016, Champion reported a net
loss of $351,622 on $31.79 million of total revenues compared to a
net loss of $419,921 on $31.08 million of total revenues for the
six months ended April 30, 2015.

As of April 30, 2016, the Company had $23.6 million in total
assets, $21.95 million in total liabilities and $1.66 million in
total shareholders' equity.

At April 30, 2016, the Company had cash of $0.7 million.  This is
compared to $0.5 million at the Company's fiscal year end Oct. 31,
2015.  The increase in cash, as has been the case for some time, is
timing, and is dependent on collection of accounts receivable and
subsequent disbursement to vendors as the Company operates on a
working capital basis.  The Company has been able to successfully
operate under this condition for almost two years, and during this
time has maintained stability in payments to its vendors and thus
restored its good credit standing.

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

                    https://is.gd/bxtxbB

                  About Champion Industries

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

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


CHC GROUP: Says That Weil Fee Advances Are Not Part of Estate
-------------------------------------------------------------
CHC Group Ltd. and its affiliated debtors submitted to the U.S.
Bankruptcy Court for the Northern District of Texas, Dallas
Division, their reply to the U.S. Trustee's objection to the
Debtors' application for the retention of Weil, Gotshal & Manges
LLP as the Debtors' Attorneys.

"The U.S. Trustee objects to the Weil Application on the assertion
that postpetition Weil effectuated an account reconciliation with
respect to the Debtors' prepetition fee advance credit without
first obtaining leave of the Court... the U.S. Trustee inaccurately
describes this transaction and its Objection is misplaced.  In
connection with Weil's establishment of the trust account required
by local law to hold client retainer funds, Weil made an accounting
adjustment to reduce the amount of the fee advance credit booked in
favor of the Debtors to reflect fees and expenses incurred by Weil
in the days leading up to the filing of these chapter 11 cases.
This was not a 'draw down' of a prepetition security retainer and
did not require prior Court approval.  The funds collected by Weil
as fee advances prior to the commencement of these cases
constituted advance payment retainers and did not become property
of the Debtors' estates at filing.  Thus, Weil was not required to
obtain leave of the Court in order to effectuate this postpetition
accounting reconciliation," the Debtors assert.

CHC Group Ltd. and its affiliated debtors are represented by:

          Stephen A. Youngman, Esq.
          WEIL, GOTSHAL & MANGES LLP
          200 Crescent Court, Suite 300
          Dallas, TX 75201
          Telephone: (214)746-7700
          Facsimile: (214)746-7777
          E-mail: stephen.youngman@weil.com

                  - and -

          Gary T. Holtzer, Esq.
          Kelly DiBlasi, Esq.
          WEIL, GOTSHAL & MANGES LLP
          767 Fifth Avenue
          New York, NY 10153
          Telephone: (212)310-8000
          Facsimile: (212)310-8007
          E-mail: gary.holtzer@weil.com
                  kelly.diblasi@weil.com

                       About CHC Group Ltd.

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

CHC Group Ltd. and 42 of its wholly-owned subsidiaries each filed
a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Case No. 16-31854) on May 5, 2016. As of
Jan. 31, 2016, CHG had $2.16 billion in total assets
and $2.19 billion in total liabilities.  The Debtors have
hired Weil, Gotshal & Manges LLP as counsel, Debevoise &
Plimpton LLP as special aircraft counsel, PJT Partners LP as
investment banker, Seabury Corporate Advisors LLC as financial
advisor, CDG Group, LLC as restructuring advisor, and Kurtzman
Carson Consultants LLC as claims and noticing agent.

The Office of the U.S. Trustee on May 13, 2016, appointed five
creditors of CHC Group Ltd. to serve on the official committee of
unsecured creditors.


CLEAR CHANNEL: S&P Assigns 'B-' CCR, Outlook Stable
---------------------------------------------------
S&P Global Ratings said that it assigned its 'B-' corporate credit
rating to San Antonio, Texas-based outdoor advertiser Clear Channel
Outdoor Holdings Inc. (CCOH).  The rating outlook is stable.

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


Simultaneously, S&P revised its recovery rating on the company's
senior subordinated debt to '4' from '1'.  The issue-level rating
remains unchanged at 'B-'.  The '4' recovery rating indicates S&P's
expectation for average recovery (30%-50%; lower half of the range)
of principal in the event of a payment default.

"We view CCOH as an insulated subsidiary of the controlling
shareholder, iHeartCommunications Inc., based on CCOH's ability to
stand on its own, its independent funding prospects, and the
unlikelihood that it would get drawn into hypothetical bankruptcy
proceedings at iHeartCommunications that would lead to it
defaulting on its obligations," said S&P Global Ratings credit
analyst Jeanne Shoesmith.  "These reasons, coupled with an
incurrence test governing CCOH's ability to issue additional debt
and pay dividends, lead us to assign CCOH a corporate credit rating
that is two notches above the group credit rating (the 'CCC'
corporate credit rating on iHeartMedia Inc.)."

The stable rating outlook reflects S&P's expectation that barring a
deterioration of CCOH's stand-alone credit profile or a revision to
S&P's assessment that the company is an insulated subsidiary, S&P
don't expect to lower its corporate credit rating on CCOH to below
'B-' in the event iHeartMedia is downgraded.  S&P also expects that
CCOH will maintain adequate liquidity and positive discretionary
cash flow over the next 12-18 months.

S&P could lower its corporate credit rating on CCOH if S&P become
convinced that the company's capital structure is unsustainable.
This could result from debt-financed shareholder distributions or
asset sales without corresponding debt repayment that cause cash
flow to turn and remain negative.

S&P could raise its rating on CCOH if iHeartCommunications reduces
its stake in the company, such that S&P assess CCOH as having a
significant minority shareholders with an active economic interest.
S&P don't view this as likely over the next two to three years,
given that iHeartCommunications and its subsidiaries currently own
a 99% voting interest in CCOH.


CLIFFS NATURAL: Egan-Jones Cuts Sr. Unsecured Debt Rating to D
--------------------------------------------------------------
Egan-Jones Ratings Company downgraded the foreign currency senior
unsecured rating on debt issued by Cliffs Natural Resources Inc. to
D from B on June 1, 2016. EJR also lowered the foreign currency
commercial paper rating on the Company to D from B.

Cliffs Natural Resources, formerly Cleveland-Cliffs, is a
Cleveland, Ohio, business firm that specializes in the mining and
beneficiation of iron ore.


COLORADO SPRINGS: S&P Withdraws 'BB' Rating on 2010 School Bonds
----------------------------------------------------------------
S&P Global Ratings has withdrawn its 'BB' underlying rating for
credit program on Colorado Educational & Cultural Facilities
Authority's series 2010 charter school revenue bonds, issued for
the Colorado Springs Charter Academy (CSCA), at issuer's request.


CONTINENTAL CARWASH: Taps David C. Johnston as Bankruptcy Counsel
-----------------------------------------------------------------
Continental Carwash Partners seeks authorization from the Hon.
Christopher M. Klein of the U.S. Bankruptcy Court for the Eastern
District of California to employ David C. Johnston as bankruptcy
counsel.

Mr. Johnston will:

      (a) give the Debtor legal advice about various bankruptcy
          options, including relief under Chapters 7 and 11, and
          legal advice about non-bankruptcy alternatives for
          dealing with the claims against it;

      (b) give the Debtor-in-Possession legal advice about its
          rights, powers, and obligations in the Chapter 11 case
          and in the management of the estate;

      (c) take necessary action to enforce the automatic stay and
          to oppose motions for relief from the automatic stay;

      (d) take necessary action to recover and avoid any
          preferential or fraudulent transfers;

      (e) appear with the Debtor's representative at the meeting
          of creditors, initial interview with the U.S. Trustee,
          status conference, and other hearings held before the
          Court;

      (f) review and if necessary, objecting to proofs of claim;

      (g) take steps to obtain Court authority for the sale of
          assets if necessary; and

      (h) prepare a plan of reorganization and a disclosure
          statement and taking all steps necessary to bring the
          plan to confirmation, if possible.

Mr. Johnston does not hold any interest adverse to the estate and
is a disinterested person as defined in 11 U.S.C. Section 101(14).

Mr. Johnston and the Debtor have agreed, subject to final allowance
of fees by the Court, that the hourly rate to be charged by him is
$300.  Periodic applications for interim compensation will be made,
and at the conclusion of the case, a final application for
allowance of compensation will be made.

During the one year period prior to the commencement of this case,
these sums were paid to Mr. Johnston by the Debtor: $3,500 for
pre-petition services rendered over a four year period; and $1,717
which was used to pay the Court's filing fee.

Headquartered in Manteca, California, Continental Carwash Partners
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case
No. 16-22597) on April 23, 2016, estimating its assets and
liabilities at between $1 million and $10 million.  The petition
was signed by Dean Hanson, managing partner.

Judge Christopher M. Klein presides over the case.

David C. Johnston, Esq., who has an office in Modesto, California,
serves as the Debtor's bankruptcy counsel.


CONTINENTAL RESOURCES: Egan-Jones Cuts FC Sr. Unsec. Rating to B+
-----------------------------------------------------------------
Egan-Jones Ratings Company downgraded the foreign currency senior
unsecured rating on debt issued by Continental Resources Inc. to B+
from BB+ on June 2, 2016.

Continental Resources, Inc. is an oil and natural gas producer
based in Oklahoma City.


COOPER TIRE: S&P Raises Rating to 'BB', Outlook Stable
------------------------------------------------------
S&P Global Ratings said that it has upgraded Findlay, Ohio-based
tire maker Cooper Tire & Rubber Co. to 'BB' from 'BB-'.  The
outlook is stable.

At the same time, S&P raised its issue-level ratings on the
company's senior unsecured debt to 'BB' from 'BB-'.  The '4'
recovery rating remains unchanged, indicating S&P's expectation for
average recovery (30%-50%; lower half of the range) for debtholders
in the event of a payment default.

"The upgrade reflects Cooper's increasingly favorable product mix,
management's operating-efficiency initiatives, and the continued
growth of the company's original equipment (OE) channel in China,"
said S&P Global credit analyst Lawrence Orlowski.  As of the
first-quarter of 2016, the company's free operating cash flow
(FOCF)-to-total debt ratio was 23% and its adjusted debt-to-EBITDA
metric was 1.3x.  S&P believes that these operating metrics provide
Cooper with a sufficient cushion to offset the volatility in its
raw material prices and industry pricing pressures, thereby
supporting S&P's intermediate assessment of the company's financial
risk profile on a sustained basis.

The stable outlook on Cooper Tire & Rubber Co. reflects the
company's sound credit measures and S&P's expectation that it could
continue to maintain a FOCF-to-debt ratio of at least 15% and an
adjusted debt-to-EBITDA metric of below 3x on a sustained basis.

S&P could lower its ratings on Cooper if S&P came to believe that
the company would be unable to maintain credit metrics that are
appropriate for an intermediate financial risk profile, namely a
debt-to-EBITDA ratio of below 3.0x and a FOCF-to-debt ratio of more
than 15% on a sustained basis.  This could happen, for instance, if
Cooper's revenue declines by the high-single digit percent area and
its gross margins fall below 23% on a sustained basis.

Though unlikely in the near term, S&P could upgrade Cooper if it
improves its business risk profile.  This could happen if S&P came
to believe that it had strengthened its competitive position by
further shifting its product mix toward value-added products,
winning and sustaining new OE business in China, or improving its
operational efficiency through ongoing cost-savings initiatives.


COTT FINANCE: S&P Assigns 'B-' Rating on EUR450MM Sr. Unsec. Notes
------------------------------------------------------------------
S&P Global Ratings said it assigned its 'B-' issue-level rating and
'5' recovery rating (high end of the range) to Cott Finance Corp.'s
(an escrow issuer of parent Cott Corp.) EUR450 million senior
unsecured notes.  The proceeds from the notes, along with a draw on
the company's asset-based loan will be used to finance the EUR470
million acquisition of Eden Springs International S.A. (rated as
Hydra Dutch Holdings 2 B.V. [B/Stable/]), a European coffee and
water delivery service. On closing, Cott Finance Corp. will
amalgamate with Cott Corp., and the combined company will assume
all obligations of the escrow issuer under the new notes. The notes
will rank equally with all of Cott's existing unsecured
indebtedness and will be fully guaranteed by the company's existing
and future subsidiaries that are also guarantors of the obligations
under Cott's existing asset-based loan facility.  S&P bases its
view on the assumption that the company will repay the rated debt
at Hydra Dutch on closing, with no significant amounts of debt left
at the operating subsidiary that would affect S&P's recovery
ratings on Cott's unsecured debt.

S&P believes the acquisition is consistent with the company's
strategy of diversifying into growing, higher-margin beverage
categories, and reducing exposure to big-box retailers and
carbonated soft drinks.  In S&P's view, the Eden Spring
acquisition, along with Cott's previous acquisitions of DS Services
of America Inc. and Aquaterra Corp., will improve the company's
breadth in water and coffee delivery, and translate into modest
incremental revenue growth, higher margins, and greater product and
customer diversity.

"We expect that Cott's leverage will remain consistent with the
rating, as incremental EBITDA contribution from Eden Springs and
modest acquisition synergies should contribute to meaningful debt
reduction from free cash flows enabling the company to maintain
adjusted debt-to-EBITDA in the 4x-5x range," said S&P Global
Ratings credit analyst Nayeem Islam.

RATINGS LIST

Cott Corp.
Corporate credit rating   B/Stable/--

Ratings Assigned
Cott Finance Corp.  
EUR450 million senior unsecured notes   B-
Recovery rating                        5H


CYTORI THERAPEUTICS: Expects to Get $17.1M from Rights Offering
---------------------------------------------------------------
Cytori Therapeutics, Inc., announced that the subscription period
for its rights offering of units at a subscription price of $2.55
per unit, expired on June 10, 2016, and are no longer exercisable.

Based on the review of results provided by the company's
subscription agent, Broadridge Corporate Issuer Solutions, Inc.,
Cytori estimates that it will receive aggregate gross proceeds from
the offering of approximately $17.1 million.  The results of the
offering and Cytori's estimates regarding the aggregate gross
proceeds of the offering to be received by the Cytori are
preliminary and subject to finalization and verification by its
subscription agent.  Cytori expects the subscription agent and the
Depositary Trust Company to finish tabulating the results on or
about June 13, 2016.

Cytori anticipates that closing of the offering will occur on or
about Wednesday, June 15, 2016, subject to satisfaction or waiver
of all conditions to closing.  Upon the closing, the subscription
agent will distribute, by way of direct registration in book-entry
form or through the facilities of DTC, as applicable, the common
stock and warrants to holders of rights who validly exercised their
rights and paid the subscription price in full.  No physical stock
or warrant certificates will be issued to stockholders.

After issuance of the units under the offering, Cytori will have
approximately 20.5 million shares of Common Stock issued and
outstanding, and approximately 3.4 million warrants issued in the
offering, which warrants will be exercisable for an aggregate of up
to 3.4 million shares of Common Stock at an exercise price of $3.06
per share.  Subject to satisfaction of all conditions precedent to
listing, Cytori anticipates that the warrants issued pursuant to
the offering will commence trading on The Nasdaq Stock Market under
the symbol "CYTXW" (CUSIP Number 23283K121) on or about June 15,
2016.

Maxim Group LLC acted as dealer-manager for the rights offering.
If you have questions about the offering, please contact Broadridge
Corporate Issuer Solutions, Cytori's information agent for the
offering, by calling (855) 793-5068 (toll-free); or Maxim Group
LLC, 405 Lexington Avenue, New York, NY 10174, Attention Syndicate
Department, email: syndicate@maximgrp.com or telephone (212)
895-3745.

                         About Cytori

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

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

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

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

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


DEPAUL INDUSTRIES: AMCI Extends $1,000,000 of DIP Financing
-----------------------------------------------------------
To make payroll and pay other critical operating expenses, DePaul
Industries and affiliate DePaul Services, Inc., ask the U.S.
Bankruptcy Court for permission to enter into a
debtor-in-possession financing under which Associated Management
Consultants, Inc., will lend up to $700,000 on an interim basis and
up to $1,000,000 when the loan agreement is approved on a final
basis.  The Debtors also ask the Court to grant them access to cash
collateral pledged to secure payment of obligations to RSF Social
Investment Fund Inc. and Access Business Finance L.L.C., in
exchange for postpetition replacement liens.  The Debtors advise
the Court that Small Business Term Loans, Inc., and Ibis Capital
Group may claim to be secured creditors, but neither filed an
effective UCC-1 financing statement.  

The proposed DIP loan will accrue interest at 13% and the Debtor
will pay a 10,000 application fee, a $20,000 facility fee, a
minimum line fee, and the lenders' professional fees.  The DIP
facility will is set to expire on the earliest of the effective
date of a confirmed chapter 11 plan and
Jan. 31, 2017.  The lender will receive superpriority postpetition
liens subject to a carve-out for professional fees.

The DIP Lender can be reached at:

       AMCI Finance
       Attn: Bill Schweiger
       P.O. Box 8205
       Spokane, WA 99203-0205
       Telephone: (509) 534-6994, ext. 1

and is represented by:

       David A. Foraker, Esq.
       Sanford R. Landress, Esq.
       Greene & Markley, P.C.,
       1515 S.W. 5th Ave, Suite 600
       Portland, OR 97201
       E-mail: david.foraker@greenemarkley.com
               sanford.landress@greenemarkley.com

A full-text copy of the DIP financing request is available at
http://bankrupt.com/misc/16-32293-0012.pdfat no charge.

DePaul tells the Court that RFS is oversecured by 239% and Access
is oversecured by 68%.  

DePaul Industries is a non-profit corporation based in Portland,
Ore., founded in 1971 with a mission of providing employment
opportunities for people with disabilities.  DePaul Services, Inc.,
was formed in 2004 as a separate Oregon non-profit corporation to
segregate DPI's work for governmental entities from its
non-governmental work.  DePaul lost a major $1 million spice
packaging customer in 2015.

DPI and DSI filed chapter 11 petitions (Bankr. D. Ore. Case No.
16-32293 and 16-32294) on June 10, 2016, and are represented by
Jeffrey C. Misley, Esq., and Thomas W. Stilley, Esq., at Sussman
Shank LLP in Portland.  At the time of the filing, the Debtors
estimated their assets and liabilities at less than $10 million.


DEX MEDIA: Authorized to Sell Marlton Property to M&G for $2.6-Mil.
-------------------------------------------------------------------
Honorable Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware authorized Dex Media, Inc., and its affiliated debtors
to assume the purchase agreement between Supermedia Sales Inc., as
the Seller and M&G Investment Assets, LLC, as the Purchaser of a
Real Estate located at 20 Lake Center, 401 Route 73, in Marlton,
New Jersey.

The Purchase Agreement contains these salient terms:

   (a) The Seller agrees to sell and convey the Property to the
Purchaser for a total purchase price of $2,640,400. The Purchaser
agrees to pay a good faith deposit in the amount of $264,040 to the
Escrow Agent.

   (b) Prior to any entry by the Purchaser on the Property to
conduct the inspections and tests, the Purchaser shall obtain and
maintain: (1) a commercial general liability insurance in the
amount of $2,000,000 per occurrence and in the aggregate for bodily
injury and property damage, (2) property insurance insuring the
Purchaser's equipment against all perils, and (3) workers'
compensation insurance in amounts required by law.

   (c) The Purchaser is prepared in all respects to acquire the
Property in "As is, where is, with all faults" condition, with the
Purchaser assuming all responsibility for same, together with the
release of the Seller.

               About Dex Media

DFW Airport, Texas-based Dex Media, Inc. -- aka Newdex, Inc., Dex
One Corporation, R.H. Donnelley Corporation -- provides marketing
solutions to more than 400,000 business clients across the U.S.

Dex Media filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 16-11200) on May 16, 2016.

Affiliates Dex Media East, Inc. (Bankr. D. Del. Case No. 16-11201),
Dex Media Holdings, Inc. (Bankr. D. Del. Case No. 16-11202), Dex
Media Service LLC (Bankr. D. Del. Case No. 16-11203), Dex Media
West, Inc. (Bankr. D. Del. Case No. 16-11204), Dex One Digital,
Inc. (Bankr. D. Del. Case No. 16-11205), Dex One Service, Inc.
(Bankr. D. Del. Case No. 16-11206), R.H. Donnelley APIL, Inc.
(Bankr. D. Del. Case No. 16-11207), R.H. Donnelley Corporation
(Bankr. D. Del. Case No. 16-11208), R.H. Donnelley Inc. (Bankr. D.
Del. Case No. 16-11209), SuperMedia Inc. (Bankr. D. Del. Case No.
16-11210), SuperMedia LLC (Bankr. D. Del. Case No. 16-11211), and
SuperMedia Sales Inc. (Bankr. D. Del. Case No. 16-11212) filed for
Chapter 11 bankruptcy protection on the same day.

The petitions were signed by Andrew Hede, chief restructuring
officer.

James H.M. Sprayregen, P.C, Marc Kieselstein, P.C., Adam Paul,
Esq., and Bradley Thomas Giordano, Esq., at Kirkland & Ellis LLP
and Kirkland & Ellis International LLP serve as the Debtors'
general bankruptcy counsel.

Patrick A. Jackson, Esq., and Pauline K. Morgan, Esq., at Young
Conaway Stargatt & Taylor, LLP, serve as the Debtors' co-counsel.
Moelis & Company LLC is the Debtors' investment banker.  KPMG LLP
is the Debtors' tax advisor. Ernst & Young LLP is the Debtor's
auditor.  Epiq Bankruptcy Solutions is the Debtors' notice, claims
& administrative agent.

The Debtors listed $1.26 billion in total assets as of Dec. 31,
2015, and $2.65 billion in total debts as of Dec. 31, 2015.


DEX MEDIA: Has Interim OK to Use Cash Collateral
------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorizes
Dex Media, Inc., and its affiliated debtors to continue to use the
Prepetition Collateral including the Cash Collateral for working
capital, general corporate purposes and administrative costs and
expenses of the Debtors incurred in these Cases, and for adequate
protection payments to the Prepetition Agents and the Prepetition
Lenders.

As of the Petition Date, the Debtors' consolidated long-term debt
obligations totaled approximately $2.4 billion and include, among
other things: (a) the Dex East Facility; (b) the Dex West Facility;
(c) the RHDI Facility; (d) the SuperMedia Facility; and (e) the
Subordinated Notes.  As of the Petition Date, the Debtors' funded
debt obligations (including accrued interest) are summarized as
follows:

   Facility               ($ millions)
   --------               ------------
   Dex East Facility           $301
   Dex West Facility           $277
   RHDI Facility               $572
   SuperMedia Facility         $981
   Subordinated Notes          $270

The Debtors' access to Cash Collateral is absolutely necessary to
preserving and maximizing value for the Debtors' stakeholders.  The
Debtors use Cash Collateral in the ordinary course of business to
procure goods and services from vendors, pay their employees, and
satisfy other working capital needs.  Absent approval of the
Interim Order, the Debtors will be effectively unable to generate
revenue, operate their businesses, or pay the thousands of
individuals who report to work each day.  These chapter 11 estates
would be immediately and irreparably harmed if this were to occur.
Importantly, the Debtors are not seeking to operate their
businesses or finance the administration of these chapter 11 cases
with debtor-in-possession financing, and are relying entirely on
Cash Collateral to fund operations and these chapter 11 cases.
Without access to Cash Collateral, the Debtors would be forced to
seek postpetition financing, which would impose increased costs and
delays on these chapter 11 estates, potentially jeopardizing the
Debtors' highly consensual restructuring efforts to the detriment
of all stakeholders.

The Prepetition Agents and the Required Lenders under the
SuperMedia Credit Agreement, the Dex East Credit Agreement, the Dex
West Credit Agreement and the RHDI Credit Agreement consent to the
Debtors' use of Cash Collateral in accordance with and subject to
the terms and conditions contained in the Orders.

A full-text copy of the Final Cash Collateral Order dated June 8,
2016 is available at https://is.gd/JBX3zo

A full-text copy of the Amended Final Cash Collateral Order dated
June 10, 2016 is available at https://is.gd/W4WUSQ

                                      About Dex Media

DFW Airport, Texas-based Dex Media, Inc. -- aka Newdex, Inc., Dex
One Corporation, R.H. Donnelley Corporation -- provides marketing
solutions to more than 400,000 business clients across the U.S.

Dex Media filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 16-11200) on May 16, 2016.

Affiliates Dex Media East, Inc. (Bankr. D. Del. Case No. 16-11201),
Dex Media Holdings, Inc. (Bankr. D. Del. Case No. 16-11202), Dex
Media Service LLC (Bankr. D. Del. Case No. 16-11203), Dex Media
West, Inc. (Bankr. D. Del. Case No. 16-11204), Dex One Digital,
Inc. (Bankr. D. Del. Case No. 16-11205), Dex One Service, Inc.
(Bankr. D. Del. Case No. 16-11206), R.H. Donnelley APIL, Inc.
(Bankr. D. Del. Case No. 16-11207), R.H. Donnelley Corporation
(Bankr. D. Del. Case No. 16-11208), R.H. Donnelley Inc. (Bankr. D.
Del. Case No. 16-11209), SuperMedia Inc. (Bankr. D. Del. Case No.
16-11210), SuperMedia LLC (Bankr. D. Del. Case No. 16-11211), and
SuperMedia Sales Inc. (Bankr. D. Del. Case No. 16-11212) filed for
Chapter 11 bankruptcy protection on the same day.

The petitions were signed by Andrew Hede, chief restructuring
officer.

James H.M. Sprayregen, P.C, Marc Kieselstein, P.C., Adam Paul,
Esq., and Bradley Thomas Giordano, Esq., at Kirkland & Ellis LLP
and Kirkland & Ellis International LLP serve as the Debtors'
general bankruptcy counsel.

Patrick A. Jackson, Esq., and Pauline K. Morgan, Esq., at Young
Conaway Stargatt & Taylor, LLP, serve as the Debtors' co-counsel.
Moelis & Company LLC is the Debtors' investment banker.  KPMG LLP
is the Debtors' tax advisor. Ernst & Young LLP is the Debtor's
auditor.  Epiq Bankruptcy Solutions is the Debtors' notice, claims
& administrative agent.

The Debtors listed $1.26 billion in total assets as of Dec. 31,
2015, and $2.65 billion in total debts as of Dec. 31, 2015.

The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in
the
Chapter 11 case of Dex Media, Inc.


DIVERSIFIED RESOURCES: Needs More Time to File April 30 10-Q
------------------------------------------------------------
Diversified Resources, Inc., filed with the U.S. Securities and
Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its quarterly report on Form 10-Q for the quarter ended
April 30, 2016.  The Company did not complete its financial
statements in sufficient time so as to allow the filing of the
report by June 14, 2016.

                  About Diversified Resources

Diversified Resources Inc. is active in oil and gas exploration and
production in the Rocky Mountain region of the U.S.  The Company
maintains its headquarters in Littleton, Colorado.

Diversified Resources reported a net loss of $4.81 million on
$602,980 of operating revenues for the year ended Oct. 31, 2015,
compared to net income of $726,120 on $161,623 of operating
revenues for the year ended Oct. 31, 2014.

As of Jan. 31, 2016, Diversified had $7.55 million in total assets,
$5.36 million in total liabilities and $2.18 million in total
stockholders' equity.

Frazier & Deeter, LLC, in Atlanta, Georgia, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Oct. 31, 2015, citing that the Company has an
accumulated deficit and has incurred significant operating losses
and has a working capital deficit.  These factors raise substantial
doubt about the Company's ability to continue as a going concern.


DYNCORP INT'L: S&P Raises CCR to 'CCC+' After Refinancing
---------------------------------------------------------
S&P Global Ratings said that it has raised its corporate credit
rating on DynCorp International Inc. to 'CCC+' from 'CCC' and
removed its ratings on the company from CreditWatch, where S&P
placed them with positive implications on May 4, 2016.  The outlook
is positive.

At the same time, S&P also raised its issue-level ratings on the
company's remaining 10.375% notes due 2017 to 'CCC-' from 'CC'. The
'6' recovery rating remains unchanged, indicating S&P's expectation
of minimal (0%-10%) recovery in a default scenario.

Additionally, S&P affirmed its 'B' and 'CCC-' issue-level ratings
on DI's amended first-lien secured credit facility and new
second-lien notes because S&P based the ratings on the high
likelihood that it would upgrade the company.  S&P's '1' and '6'
recovery ratings on the first-lien facility and second-lien notes,
respectively, remain unchanged.

"The upgrade reflects DI's improved liquidity position following
the refinancing of its existing capital structure with an amended
credit facility and second-lien notes, which allowed the company to
extend its material near-term debt maturities," said S&P Global
credit analyst Christopher Denicolo.  S&P expects that the
company's credit ratios will remain weak in 2016 because its
revenue and earnings will likely decline and the recent refinancing
increased its interest expense, leading it to post a debt-to-EBITDA
metric of 8.5x-9.5x (a level that we believe to be unsustainable
over the long-term).  Although S&P expects DI's leverage to decline
over the next 12-24 months as it experiences modest revenue and
earnings growth and its debt levels decline, there is some
uncertainty in S&P's forecast because it assumes that the company
will win significant new business and retain the INL Air Wing
contract.

The positive outlook on DI reflects the company's improved
liquidity position following the refinancing and S&P's expectation
that its revenue and margins will improve over the next 12-24
months.  S&P expects the company's credit ratios to remain weak in
2016, with a debt-to-EBITDA metric of 8.5x-9.5x, but believe that
they will improve as its less profitable contracts end and are
replaced with new business.  However, there is some uncertainty in
S&P's forecast because it depends on new business wins, which may
be difficult to secure in the very competitive government services
market, and assumes that the company will retain the INL-Air Wing
contract.

S&P could raise its ratings on DI if the company is able to extend
or retain the INL-Air Wing contract, win new business, improve its
margins, and reduce its debt such that its debt-to-EBITDA metric
declines below 8x and S&P no longer believes that the company's
leverage is unsustainable.

S&P could revise its outlook on DI to stable if the company is
unable to win new business as expected, leaving it with elevated
credit metrics.  In addition, S&P could lower its ratings on DI if
the company does not retain the INL-Air Wing contract and the loss
of the contract causes its revenue, earnings, and liquidity to
deteriorate significantly.


DYNEGY INC: Moody's Affirms B2 Corporate Family Rating
------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating and LGD2 (23%) loss
given default rating to Dynegy Inc's (Dynegy) proposed $2 billion
senior secured term loan. The B2 corporate family rating (CFR), Ba3
senior secured bank credit facility rating, B3 senior unsecured
rating and SGL-2 speculative grade liquidity (SGL) rating are all
affirmed. The outlook is stable. The LGD4 (66%) loss given default
rating on the unsecured bonds was lowered to LGD5 (73%) due to the
addition of a substantial amount of secured debt to the capital
structure. The proceeds from the new secured term loan, along with
a $400 million Tangible Equity Unit (TEU) issuance, a $150 million
equity investment in Dynegy by the private equity firm Energy
Capital Partners (ECP), $450 million in revolver draws and about
$340 million in cash will be used to purchase an 9.1 GW portfolio
of gas and coal fired assets from GDF-Suez Energy North America
Inc, an unrated subsidiary of Engie S.A. (Engie, A2 stable) for
$3.3 billion.

Assignments:

-- Senior Secured Bank Credit Facility, Assigned Ba3, LGD 2

Outlook Actions:

-- Outlook, Remains Stable

Affirmations:

--  Probability of Default Rating, Affirmed B2-PD

--  Speculative Grade Liquidity Rating, Affirmed SGL-2

--  Corporate Family Rating, Affirmed B2

-- Senior Secured Bank Credit Facility, Affirmed Ba3, LGD2

-- Senior Unsecured Regular Bond/Debenture, Affirmed B3, LGD
    lowered to LGD5 from LGD4

RATINGS RATIONALE

The affirmation of Dynegy's B2 CFR rating reflects the company's
substantial merchant exposure, recent acquisitions that have
strengthened its business risk profile, and a financial profile
that is adequate for the rating. "The new financing plan is
consistent with Moody's expectation that Dynegy will eventually
acquire full ownership of the Engie assets, while the Ba3 senior
secured rating reflects the presence of over $5 billion of
unsecured debt in the capital structure" said Swami Venkataraman,
Vice President -- Senior Credit Officer at Moody's. "While the
acquisition further strengthens Dynegy's market position and we
expect that about 75% of EBITDA will now come from the gas plants
in the portfolio, we do not anticipate material deleveraging until
2018 with Moody's adjusted cash from operations pre-working capital
(CFO Pre-WC) coverage of debt remaining at 4%-6%, free cash flow of
about $100-200 million and Debt/EBITDA of about 8x in 2016-17
including revolver draws", he added.

The acquisition was first announced in February 2016, when Dynegy
intended to complete the acquisition at a joint venture with ECP.
That structure was largely a result of the then prevailing
unfavorable capital market conditions. The JV had put and call
options that envisaged Dynegy eventually acquiring full ownership
of the assets. Dynegy and ECP have now terminated the JV agreement.
The termination requires Dynegy to make a $375 million payment to
ECP, which Moody's assume will be initially financed from Dynegy's
revolver. Dynegy is pursuing asset sales and the proceeds proceeds
are expected to be utilized to retire revolver drawings and to pay
the ECP make whole payment. Moody's forecast however does not
factor in a sale of the Independence plant.

The acquisition increases the size of Dynegy's portfolio to about
30 GW (excluding Illinois Power Holdings) providing more synergies
and economies of scale in operations. Further, 92% of the Engie
portfolio consists of gas-fired combined cycle and peaking units,
and 8% coal plants, primarily the 635 MW Coleto Creek coal plant in
Texas. This is credit positive as gas plants are much better
positioned under current merchant market conditions. Moody's
estimates that about 85% of Dynegy's EBITDA and over 90% of its
free cash flow will come from the gas plants, which provides
greater resiliency to cash flows should market conditions weaken
further. Some cash flow stability is also provided by the fact that
about 40% of Dynegy's gross margin comes from capacity revenues and
is hence known for three years looking forward.

Geographically, PJM and ISO-NE will now dominate the Dynegy
portfolio, providing 60% and 30% of EBITDA. ERCOT, MISO and CAISO
will account for approximately 15%, 8% and 8% respectively of
capacity but contribute very little to EBITDA. In our view, these
positions, especially in MISO and ERCOT, look more like a long call
option on a market recovery. We expect Dynegy to eventually sell
its assets in CAISO.

Moody's said, "The addition of the Engie assets will generate
significant operational synergies, chiefly in G&A savings, which we
have incorporated into our forecast. There are also expected to be
synergies in O&M costs and capex spending, largely on account of
economies of scale created by Dynegy's 35 GW fleet, which we have
not incorporated. Our forecast also does not consider potential
scarcity premium revenues in Texas while capacity revenues in MISO
are held to be constant at the level of the latest auction
($72/MW-day)

"In 2016-17, we expect cash from operations pre-working capital
(CFO Pre-WC) and free cash flow coverage of debt to be in the range
of 4%-6% and 1-2% respectively. Ratios are lower in 2016 owing to
the acquisition debt with the benefit of only 2-3 months of cash
flows while in 2017, the fleet has higher, non-recurring,
maintenance capex that depresses free cash flow. We expect the
financial profile to improve from 2018 onwards because of stronger
cash flows, resulting primarily from higher capacity revenues in
New England and more moderate levels of maintenance capex. We
expect cash from operations pre-working capital (CFO Pre-WC) and
free cash flow coverage of debt of 7%-9% and 5-6% respectively,
while Debt/EBITDA declines to about 6x-7x. These higher ratios
would be consistent with a higher rating. Dynegy has also indicated
a desire to use excess cash flows to deleverage the balance sheet,
which would improve ratios further. Nevertheless, we do not expect
the higher ratios, or any material deleveraging, until 2018."

Liquidity

Dynegy has an SGL-2 speculative grade liquidity rating. This
assessment primarily reflects Moody's expectation that the company
can fund all operating cash needs, including maintenance capex,
from operating cash flows for the next twelve months. Dynegy has a
$1.48 billion credit facility,. As part of this acquisition, Dynegy
is increasing its revolver by $75 million and putting in place an
additional $50 million LC facility. $441 million of LCs were
outstanding at March 31, 2016. However, another $450 million will
be drawn to fund the Engie acquisition and potentially an
additional $375 million to cover the ECP make whole payment. While
this would utilize about 78% of the revolver, Moody's expects these
draws to be paid down from asset sale proceeds. Failure to do so in
a timely manner could negatively affect Dynegy's SGL-2 speculative
grade liquidity rating.

Dynegy's revolver has a covenant requiring consolidated senior
secured net debt to consolidated adjusted EBITDA to be no more than
3.75x for 2016 and 3.00x after March 31, 2017. This covenant does
not apply if utilization under the facility is less than 25%. Also,
Dynegy is allowed to decrease its secured debt by up to $150
million of cash on hand for ratio purposes. Dynegy was comfortably
in compliance with this covenant as of March 31, 2016. The addition
of $2 billion in secured debt would lower the cushion, but Moody's
expects the ratio to still remain at about 2.00x after the close of
the acquisition.

Outlook:

The stable outlook reflects Moody's expectation that weak commodity
markets will continue to be manageable for the company given it's
well diversified portfolio, large share of gas-fired generation,
and significant share of capacity revenues. It also considers
Moody's expectation that Dynegy will maintain CFO pre-WC coverage
of debt in the 4-6% range and that any further opportunistic
acquisitions will be financed prudently without materially
impacting credit metrics.

WHAT COULD CHANGE THE RATING -- UP

Dynegy's ratings could be upgraded if CFO pre-WC and FCF coverage
of debt rises to 7-9% and 5-6% respectively, along with the
expectation that these financial metrics can be sustained. Based on
current market prices, this could happen as soon as 2018, although
this is by no means assured. The use of free cash flow to decrease
leverage as opposed to share buybacks or further acquisitions would
also be credit positive, but is also unlikely to be material until
2018.

WHAT COULD CHANGE THE RATING -- DOWN

Dynegy is currently well positioned at its current rating. However,
downside risk may arise if CFO pre-WC coverage of debt falls below
4% on a sustained basis. This could be caused by a further
weakening of commodity prices or spark spreads, or by additional
debt funded acquisitions. Separately, Dynegy's unsecured ratings
may also be negatively affected if the company was to issue a
significant amount of additional secured debt in the future that
materially alters recovery expectations for the unsecured notes.


EDISON MISSION: Unsec. Debt Gets "No Rating" from Egan-Jones
------------------------------------------------------------
Egan-Jones Ratings Company gave a No Rating status on the senior
unsecured ratings on debt issued by Edison Mission Energy from D on
June 2, 2016.

Edison Mission Energy used to be an independent power producer
based in California, which was originally owned by Edison
International until its sale to NRG Energy on April 1, 2014.


ENCANA CORP: Egan-Jones Cuts FC Sr. Unsec. Rating to B+
-------------------------------------------------------
Egan-Jones Ratings Company downgraded the foreign currency senior
unsecured rating on debt issued by Encana Corp. to B+ from BB- on
June 2, 2016.

Encana Corporation produces, transports and markets natural gas,
oil and natural gas liquids.


ENERGEN CORP: Egan-Jones Lowers FC Sr. Unsec. Rating to B
---------------------------------------------------------
Egan-Jones Ratings Company downgraded the foreign currency senior
unsecured rating on debt issued by Energen Corp. to B from BB-.
EJR also lowered the foreign currency commercial paper rating on
the Company to B from A3.

Energen Corporation is an oil and gas exploration and production
company headquartered in Birmingham, Alabama.


ENERGY XXI: Court OKs Black Elk Agreement
-----------------------------------------
Energy XXI Ltd. and its affiliated debtors sought and obtained from
Judge David R. Jones authorization to enter into the First
Amendment to Amended and Restated Turnkey Service Agreement with
Black Elk Energy Offshore Operations, LLC, et. al.

Energy XXI GOM, LLC sought to enter into an Agreement with Black
Elk Energy Offshore Operations, LLC, Montco Oilfield Contractors,
LLC, W&T Offshore, Inc., McMoRan Oil & Gas LLC, Argonaut Insurance
Company, and Westchester Fire Insurance Company.

The Agreement serves to outline the responsibilities of the Parties
with respect to the plugging and abandonment of certain offshore
platforms, pipelines, and wells associated with the Vermilion 119
and Vermilion 124 leases where Black Elk is the operator and in
which GOM and Black Elk each own an undivided 50% interest.

"Black Elk has proposed to abandon its interest in a number of
offshore leases, including the Vermilion Leases. In response to
Black Elk’s proposed abandonment of the Vermilion Leases, the
Bureau of Safety and Environmental Enforcement ("BSEE") issued an
order... to various entities, including GOM, requiring GOM (and
certain of the other Parties) to, within 15 days of receipt of the
BSEE Order, contact BSEE and confirm GOM will 'immediately
undertake maintenance and monitoring of the facilities and wells on
[Vermilion 124] pending completion of decommissioning...' and
submit a 'decommissioning plan and schedule to BSEE'... Absent
prompt commencement of decommissioning work on the Vermilion
Leases, the BSEE Order will remain unaddressed and (a) may create
compliance costs far greater than the estimated decommissioning
costs sought to be paid pursuant to the Agreement and (b) could
lead to additional and increased administrative claims against the
Debtors’ estates... the Agreement will allow GOM to fulfill its
plugging and abandonment obligations in a timely and cost-effective
manner, consistent with the BSEE Order, and limit GOM’s exposure,
thereby minimizing administrative expenses and maximizing
recoveries for the Debtors’ stakeholders,” the Debtors aver.

The Agreement contains, among others, the following material
terms:

     (a) Upon completion of the plugging and abandonment of the
Vermilion Leases and upon completion of the BSEE Site Clearance
Certificate verifying completion of all Services for the Vermilion
Leases, and acceptance and approval thereof by BSEE, (a)
Westchester shall pay Montco $7,545,000 from Westchester Bond Nos.
KO8977847 and KO8977884 and (b) simultaneously with such payment to
Montco by Westchester, GOM shall pay Montco $3,303,250.

     (b) Except as stated in paragraph (a), GOM does not assume any
additional liability or obligation under the Agreement.

Energy XXI Ltd. and its affiliated Debtors are represented by:

          Harry A. Perrin, Esq.
          Bradley R. Foxman, Esq.
          Reese A. O'Connor, Esq.
          VINSON & ELKINS LLP
          First City Tower
          1001 Fannin Street, Suite 2500
          Houston, TX 77002-6760
          Telephone: (713)758-2222
          Facsimile: (713)758-2346
          E-mail: hperrin@velaw.com
                  bfoxman@velaw.com
                  roconnor@velaw.com

                  - and -

          Paul E. Heath, Esq.
          VINSON & ELKINS LLP
          Trammell Crow Center
          2001 Ross Avenue, Suite 3700
          Dallas, TX 75201
          Telephone: (214)220-7700
          Facsimile: (214)999-7787
          E-mail: pheath@velaw.com

                  - and -

          David S. Meyer, Esq.
          Jessica C. Peet, Esq.
          Lauren R. Kanzer, Esq.
          VINSON & ELKINS LLP        
          666 Fifth Avenue, 26th Floor
          New York, NY 10103-0040
          Telephone: (212)237-0000
          Facsimile: (212)237-0100
          E-mail: dmeyer@velaw.com
                  jpeet@velaw.com
                  lkanzer@velaw.com

                   About Energy XXI, Ltd.

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.


ESP RESOURCES: Wants Plan Filing Period Extended to Oct. 6
----------------------------------------------------------
ESP Petrochemicals, Inc., and ESP Resources, Inc., ask the U.S.
Bankruptcy Court for the Southern District of Texas to extend the
exclusive period under which the Debtors may file a plan of
reorganization for a period of 90 days from July 8, 2016, until
Oct.6, 2016, and for an additional 60 days through Dec. 5, 2016,
thereafter in which to confirm a plan.

A hearing on the request is scheduled for July 5, 2016, at 3:00
p.m.

The current deadline for the Debtors to file a Chapter 11 Plan and
Disclosure Statement is July 8, 2016.  The Debtors' exclusivity
period to confirm a plan expires Sept. 6, 2016.

The Debtors continue to pay its post-petition obligations as they
become due and remains in compliance with its duties as a
debtor-in-possession.  

The Debtors have, in good faith, made progress towards
reorganization by generating positive income and cash flow.  The
Debtors continue to increase sales and has several significant
leads which could materialize into long term income producing
projects.  The Debtors are also seeking to obtain exit financing as
part of a plan.  Culmination of increased sales and potential exit
financing should provide the Debtors with sufficient income to fund
a plan.

The Debtors cannot confirm a plan until its operations and cash
flow stabilize and do not believe that an adequate plan can be
filed prior to the expiration of the Debtors' exclusivity period in
which to file a plan.

The Debtor's counsel can be reached at:

      HOOVER SLOVACEK LLP
      Edward L. Rothberg, Esq.
      Melissa A. Haselden, Esq.
      5051 Westheimer, Suite 1200
      Galleria Tower II
      Houston, TX 77056
      Tel: (713) 977-8686
      Fax: (713) 977-5395
      E-mail: rothberg@hooverslovacek.com
              haselden@hooverslovacek.com
      
                       About ESP Resources

Lafayette, Louisiana-based ESP Resources, Inc. is a manufacturer,
distributor and marketer of specialty chemicals and supply
specialty chemicals for a range of oil and gas field applications,
including killing bacteria, separating suspended water and other
contaminants from crude oil and separating oil from gas.  The
company also offers analytical services and custom-blended
chemicals for oil and gas wells.

ESP Resources, Inc. and its affiliate ESP Petrochemicals, Inc.
sought protection under Chapter 11 of the Bankruptcy Code in the
U.S. Bankruptcy Court for the Southern District of Texas
(Victoria)
(Case Nos. 16-60021 and 16-60020) on March 10, 2016.  The cases
are
jointly administered under Case No. 16-60020.

The petition was signed by David A. Dugas, chief executive
officer.
The case is assigned to Judge David R. Jones.

The Debtors are represented by Melissa Anne Haselden, Esq., and
Edward L Rothberg, Esq., at Hoover Slovacek LLP.

ESP Resources estimated assets of $4.08 million and debt of $9.55
million.  ESP Petrochemicals, Inc. estimated both assets and
liabilities in the range of $1 million to $10 million.


ETERNAL ENTERPRISES: Hires Vin Vizzo as Public Adjuster
-------------------------------------------------------
Eternal Enterprises Inc. asks for authorization from the U.S.
Bankruptcy Court for the District of Connecticut to employ Vincent
Vizzo of Vin Vizzo Adjusters LLC as public adjuster to assess and
advise damages resulting from the fire at the

Mr. Vizzo will assist in the adjustment and settlement resulting
from the loss due to the fire that took place on June 6, 2016, at
the property of the Debtor locatd at 270 Laurel Street, Hartford,
Connecticut.

The Debtor owned several properties including the real property
located at 270 Laurel Street, Hartford Connecticut.  A fire took
place at the Property on the night of June 6, 2016.

Payment will be made in the form of an assignment out of the monies
due or to become due from the applicable insurance company at the
rate of 10% of the amount of the loss when adjusted with the
insurance companies or otherwise recovered subject to Court
approval.

Mr. Vizzo assures the Court that he represents no interest adverse
to the Debtors or the estate in the matters upon which he is to be
engaged and that he is a disinterested person within the meaning of
Section 101(14) of the Bankruptcy Code.

      Vincent Vizzo
      Vin Vizzo Adjusters LLC
      30 Main Street
      Centerbrook, CT 06409
      Tel: (860) 767-7745
      Fax: (860) 767-9196
      E-mail: vin@vinvizzoadjusters.com

Eternal Enterprises Inc. filed for Chapter 11 bankruptcy protection
(Bankr. D. Conn. 14-20292) on Feb. 19, 2014.  Judge Ann M. Nevins
presides over the case.

The Debtor's bankruptcy counsel can be reached at:

      Irene Costello
      Shipkevich, PLLC
      65 Broadway, Suite 508
      New York, NY 10006
      Tel: (212) 252-3003
      E-mail: icostello@shipkevich.com


FORT DRILLING: Seeks to Hire Goff & Goff as Legal Counsel
---------------------------------------------------------
Fort Drilling, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Colorado to hire Goff & Goff, LLC as its legal
counsel.

The Debtor tapped the firm to prepare legal papers, represent the
Debtor in any litigation, and perform all other necessary legal
services.

The firm's professionals and their hourly rates are:

     Barton S. Balis     Of Counsel    $350
     Lance J. Goff       Member        $250
     Gail Walker         Paralegal     $100

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

Goff & Goff, LLC can be reached through:

     Lance J. Goff
     3015 47th St., Ste. E-1
     Boulder, CO 80301
     Tel: (303) 415–9688
     Fax: (303) 413–0828
     Email: lance@goff-law.com

                       About Fort Drilling

Fort Drilling, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 16-15466) on May 31,
2016.


GASTAR EXPLORATION: Egan-Jones Cuts FC Sr. Unsec. Rating to C
-------------------------------------------------------------
Egan-Jones Ratings Company downgraded the foreign currency senior
unsecured rating on debt issued by Gastar Exploration Inc to C from
B on June 2, 2016.  EJR also lowered the foreign currency
commercial paper rating on the Company to D from B.

Gastar Exploration Inc., an independent energy company, engages in
the exploration, development, and production of oil, condensate,
natural gas, and natural gas liquids in the United States.


GASTAR EXPLORATION: Stockholders Elect Six Directors
----------------------------------------------------
Gastar Exploration Inc. held its 2016 annual meeting of
stockholders on June 14, 2016, at which the stockholders:

   (a) elected John H. Cassels, Randolph C. Coley, Stephen A.
       Holditch, Robert D. Penner, Russell J. Porter and Jerry R.
       Schuyler as directors to serve for terms of one year until
       the next annual meeting and their successors have been
       elected and qualified;

   (b) ratified the appointment of BDO USA, LLP as the Company's
       independent registered public accounting firm for the year
       ending Dec. 31, 2016;

   (c) approved on a non-binding advisory basis the compensation
       of the Company's named executive officers; and

   (d) approved the Certificate of Incorporation Amendment to
       increase the number of authorized shares of common stock
       from 275,000,000 to 550,000,000.

                    About Gastar Exploration

Gastar Exploration Inc. is an independent energy company engaged in
the exploration, development and production of oil, condensate,
natural gas and natural gas liquids in the United States.  Gastar's
principal business activities include the identification,
acquisition, and subsequent exploration and development of oil and
natural gas properties with an emphasis on unconventional reserves,
such as shale resource plays.  In Oklahoma, Gastar is developing
the primarily oil-bearing reservoirs of the Hunton Limestone
horizontal play and is testing other prospective formations on the
same acreage, including the Meramec Shale and the Woodford Shale,
which is referred to as the STACK Play and emerging prospective
plays in the shallow Oswego formation and in the Osage formation, a
deeper bench of the Mississippi Lime located below the Meramec
Shale.  In West Virginia, Gastar has developed liquids-rich natural
gas in the Marcellus Shale and has drilled and completed two
successful dry gas Utica Shale/Point Pleasant wells on its acreage.
Gastar has entered into a definitive PSA to sell substantially all
of its assets and proved reserves and a significant portion of its
undeveloped acreage in the Appalachian Basin.  For more
information, visit Gastar's Web site at http://www.gastar.com/    


Gastar Exploration reported a net loss attributable to common
stockholders of $473.98 million for the year ended Dec. 31, 2015,
compared to net income attributable to common stockholders of
$36.52 million for the year ended Dec. 31, 2014.

                      *      *      *

As reported by the TCR on March 15, 2016, Standard & Poor's Ratings
Services lowered its corporate credit rating on U.S.-based oil and
gas exploration and production (E&P) company Gastar Exploration
Inc. to 'CCC-' from 'CCC+'.  The downgrade follows Gastar's
announcement that it had just $29 million of cash on hand and a
fully drawn revolver.  The company's borrowing base current stands
at $180 million, but will be reduced to $100 million at the earlier
of the close of the Appalachian asset sale or April 10, 2016.
Proceeds from the Appalachian asset sale are expected to be $80
million.

As reported by the TCR on June 2, 2016, Moody's Investors Service
downgraded the Corporate Family Rating of Gastar Exploration Inc to
Caa3 from Caa1, the rating on its senior secured notes due 2018 to
Caa3 from Caa2, and the speculative grade liquidity (SGL) to SGL-4
from SGL-3.  The rating outlook was changed to negative from
stable.  The downgrade of Gastar's CFR to Caa3 reflects the
company's weakened liquidity and reduced size following the sale of
its Appalachian assets in April 2016.


GAWKER MEDIA: Initial Case Conference Set for July 7
----------------------------------------------------
Gawker Media, LLC, filed a petition for reorganization under
Chapter 11 of the Bankruptcy Code June 10, 2016, and the U.S.
Bankruptcy Court for the Southern District of New York have
determined that a Case Management Conference will aid in the
efficient conduct of the case.  Accordingly, pursuant to 11 U.S.C.
Sec. 105(d), an Initial Case Management Conference will be
conducted by Bankruptcy Judge Stuart M. Bernstein in Room 723,
United States Bankruptcy Court, One Bowling Green, New York, New
York 10004 on Thursday, July 7th, 2016 at 2:00 p.m., or as soon
thereafter as counsel may be heard, to consider the efficient
administration of the case, which may include, inter alia, such
topics as retention of professionals, creation of a committee to
review budget and fee requests, use of alternative dispute
resolution, timetables, and scheduling of additional Case
Management Conferences.

New York-based Gawker Media, LLC -- fdba Gawker Sales, LLC, Gawker
Entertainment, LLC, Gawker Technology, LLC and Blogwire, Inc. --
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No.
16-11700) on June 10, 2016.  The Hon. Stuart M. Bernstein presides
over the Debtors' cases.

Affiliates Gawker Media Group, Inc. and Budapest, Hungary-based
Kinja, Kft. filed separate Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 16-11719 and 16-11718) on June 12, 2016.

The cases are jointly administered.

Gregg M. Galardi, Esq., David B. Hennes, Esq., and Michael S.
Winograd, Esq., at Ropes & Gray LLP serve as counsel to the
Debtors.  William Holden at Opportune LLP serves as Gawkers' chief
restructuring officer.  Houlihan Lokey Capital, Inc. serves as the
Debtors' investment banker.  Prime Clerk LLC serves as claims,
balloting and administrative agent.  

The Debtors estimated $50 million to $100 million in assets and
$100 million to $500 million in liabilities.

The petitions were signed by CRO Holden.


GAWKER MEDIA: Taps Prime Clerk as Claims Agent & Admin. Advisors
----------------------------------------------------------------
Gawker Media LLC, Gawker Media Group, Inc. and Kinja Kft. seek
permission from the U.S. Bankruptcy Court for the Southern District
of New York to appoint Prime Clerk LLC as their claims and noticing
agent.

In a separate motion, the Debtors seek approval to appoint Prime
Clerk as administrative advisors.  The administration of the
chapter 11 cases will require Prime Clerk to perform duties outside
the scope of 28 U.S.C. Sec. 156(c).

The Debtors' selection of Prime Clerk to act as the Claims and
Noticing Agent has satisfied the Court's Protocol for the
Employment of Claims and Noticing Agents under 28 U.S.C. Sec.
156(c) in that the Debtors have obtained and reviewed engagement
proposals from three court-approved claims and noticing agents to
ensure selection through a competitive process. Moreover, the
Debtors submit, based on all engagement proposals obtained and
reviewed, that Prime Clerk's rates are competitive and reasonable
given Prime Clerk's quality of services and expertise.

In its capacity as Administrative Advisor, if and to the extent
requested, Prime Clerk will:

     a. assist with, among other things, solicitation, balloting,
and tabulation of votes, and prepare any related reports, as
required in support of confirmation of a chapter 11 plan, and in
connection with such
services, process requests for documents from parties in interest,
including, if applicable, brokerage firms, bank back-offices, and
institutional holders;

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

     c. assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs and
gather data in conjunction therewith;

     d. provide a confidential data room, if requested;

     e. manage and coordinate any distributions pursuant to a
chapter 11 plan; and

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

Prior to the Petition Date, the Debtors provided Prime Clerk a
retainer in the amount of $15,000.  Prime Clerk seeks to first
apply the retainer to all prepetition 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 pendency of these chapter 11 cases as a security for the
payment of fees and expenses incurred under the Engagement
Agreement.

Michael J. Frishberg, Co-President and Chief Operating Officer of
Prime Clerk, attests that Prime Clerk neither holds nor represents
any interest materially adverse to the Debtors' estates in
connection with any matter on which it would be employed.

He may be reached at:

     Michael J. Frishberg
     Co-President and Chief Operating Officer
     Prime Clerk LLC
     830 Third Avenue, 9th Floor
     New York, NY 10022

New York-based Gawker Media, LLC -- fdba Gawker Sales, LLC, Gawker
Entertainment, LLC, Gawker Technology, LLC and Blogwire, Inc. --
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No.
16-11700) on June 10, 2016.  The Hon. Stuart M. Bernstein presides
over the Debtors' cases.

Affiliates Gawker Media Group, Inc. and Budapest, Hungary-based
Kinja, Kft. filed separate Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 16-11719 and 16-11718) on June 12, 2016.

The cases are jointly administered.

Gregg M. Galardi, Esq., David B. Hennes, Esq. and Michael S.
Winograd, Esq., at Ropes & Gray LLP serve as counsel to the
Debtors.  William Holden at Opportune LLP serves as Gawkers' chief
restructuring officer.  Houlihan Lokey Capital, Inc. serves as the
Debtors' investment banker.  Prime Clerk LLC serves as claims,
balloting and administrative agent.  

The Debtors estimated $50 million to $100 million in assets and
$100 million to $500 million in liabilities.

The petitions were signed by CRO Holden.


GLOBAL BRASS: Moody's Hikes Corporate Family Rating to B1
---------------------------------------------------------
Moody's Investors Service upgraded Global Brass and Copper, Inc.'s
Corporate Family Rating to B1 from B2. The upgrade reflects the
improvement in GBC's operating results and credit metrics, as well
as the company's enhanced liquidity profile with extended
maturities and the expectation that the company will be able to
maintain leverage below 3.5x over the next 12 to 18 months. In
related actions, Moody's upgraded GBC's Probability of Default
Rating to B1-PD from B2-PD, and upgraded its 9.5% senior secured
notes due 2019 to B2 (LGD4) from B3 (LGD4). Moody's also assigned a
B2 (LGD4) rating to the company's proposed $320 million senior
secured term loan. Proceeds from the term loan will be used for
redemption of the company's 9.5% senior secured notes due 2019
(rating to be withdrawn upon closing), as well as for fees and
related transaction expenses. The rating outlook remains stable.

The following is a summary of Moody's ratings and rating actions
taken for Global Brass and Copper, Inc.:

-- Corporate Family Rating ("CFR"), upgraded to B1 from B2;

-- Probability of Default Rating, upgraded to B1-PD from B2-PD;

-- Senior Secured term loan, assigned B2 (LGD4);

-- Senior Secured notes, upgraded to B2 (LGD4) from B3 (LGD4)

-- Speculative Grade Liquidity Rating, upgraded to SGL-2 from
    SGL-3.

Outlook Actions:

-- Outlook, remains stable

RATINGS RATIONALE

The B1 Corporate Family Rating ("CFR") reflects GBC's better than
anticipated performance over the last year with corresponding
improvement in adjusted debt leverage and interest coverage of 3.0x
and 2.4x, respectively, at the end of 1Q 2016. The rating reflects
Moody's expectation that the company will continue to improve its
overall credit profile following the refinancing of its existing
$200 million ABL facility (not rated) and replacement of the
company's $310 million senior secured notes with a $320 million
senior secured term loan. This refinancing will extend GBC's
maturity profile to June 2021. Moody's also considers GBC's stable
business profile with ample product and segment breadth, which
should allow the company to partially offset metal price volatility
while maintaining its margins. The rating is constrained by GBC's
overall size and Moody's concern over GBC's ability to continue to
grow, as the company has experienced decreasing sales over the past
two fiscal years.

The B2 rating assigned to the proposed $320 million senior secured
term loan reflects its effective subordination to GBC's revolving
credit facility. As the most-junior committed debt in GBC's capital
structure, the proposed loan has a first-loss position. The
proposed loan will be guaranteed by Global Brass and Copper
Holdings, Inc., GBC's parent holding company, as well as by GBC's
operating subsidiaries.

The stable outlook considers Moody's expectation that GBC will
maintain leverage below 3.5x and generate free cash flow, despite a
recent lack of top-line growth, while maintaining its good
liquidity profile during the next 12 to 18 months.

WHAT COULD CHANGE RATINGS UP/DOWN

Positive rating actions could ensue if GBC's operating performance
exceeds Moody's expectations, resulting in a better liquidity
profile and adjusted debt credit metrics as follows:

-- Adjusted Debt-to-EBITDA sustained below 3.0x.

-- Interest coverage (measured as EBITA-to-Interest expense),
    approaching 3.5x.

-- Free cash flow-to-Debt sustained above 10%.

-- Improvements in liquidity profile and reduction in balance
    sheet debt could support positive rating actions for GBC.

Alternatively, negative rating actions may occur if GBC's operating
performance falls below Moody's expectations, including a
continuing deterioration in revenues, or if the company experiences
a weakening in financial performance resulting in the following
adjusted metrics:

-- Adjusted Debt-to-EBITDA above 4.5x.

-- Interest coverage (measured as EBITA-to-Interest Expense),
    sustained below 1.75x.

-- Large debt-financed acquisitions that do not prove
    sufficiently accretive relative to incremental debt.

-- Deterioration in liquidity profile could pressure the ratings
    as well.

CORPORATE PROFILE

Headquartered in Schaumburg, Illinois, Global Brass and Copper,
Inc. ("GBC") is a leading North American manufacturer and
distributor of copper and brass products, operating through three
businesses - Chase Brass, Olin Brass, and A.J. Oster. In 2015, GBC
generated $1,506 million of revenue and $106 million of Adjusted
EBITDA. All calculations include Moody's standard adjustments.


GLOBAL HEALTHCARE: S&P Retains 'B' Rating on $375MM Term Loan
-------------------------------------------------------------
S&P Global Ratings said its ratings on Global Healthcare Exchange
LLC's (GHX) $375 million outstanding term loan due 2022 and
$25 million revolver due 2020 remain 'B' following the company's
announced plans to add $43 million to the first-lien term loan.
However, S&P is revising its recovery rating on the company's
first-lien facility to '4' from '3'.  S&P's '4' recovery rating on
GHX's first-lien debt indicates its expectation of average (30% to
50%; upper half of the range) recovery in the event of a payment
default.  The revision in the recovery rating reflects S&P's
expectation of weaker recovery prospects on the first-lien tranche
due to the incremental debt.

The company will use proceeds to fund acquisitions and bolster cash
on the balance sheet.

S&P corporate credit rating on GHX is 'B' and the rating outlook is
stable.

GHX is a leading electronic exchange of medical and surgical
products between manufacturers and suppliers in the U.S., Canada,
and Europe with a high degree of recurring revenue and customer
retention.  Despite these strengths, the company has a narrow
operating focus, competition from other--significantly
larger—health care IT and IT-related companies, and exposure to
the uncertain nature of contract renewals (the renewals, and their
terms, may be susceptible to customer concerns with changes in
technology or the supply chain process).

The ratings on GHX also reflect S&P's belief that 2016 adjusted
leverage will be around mid-5x, inclusive of the $43 million
incremental first-lien debt.  While S&P expects leverage could
improve in 2017 because of its expectation of growth, S&P believes
leverage will remain higher than 5x over the long term as the
company's acquisition-driven growth strategy and financial sponsor
ownership shape GHX's financial policy.

RATINGS LIST

Global Healthcare Exchange LLC
Corporate Credit Rating             B/Stable/--
                                     To             From
Recovery Rating Revised

Global Healthcare Exchange LLC
Senior Secured                      B              B
  Recovery Rating                    4H             3L


GOBP HOLDINGS: S&P Lowers CCR to 'B-' on Dividend Recapitalization
------------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on GOBP
Holdings Inc. to 'B-' from 'B'.  The outlook is stable.

At the same time, S&P lowered its issue-level rating on GOBP
Holdings Inc.'s first-lien senior secured credit facility to 'B-'
from 'B'.  The '3' recovery rating is unchanged and indicates S&P's
expectation of meaningful recovery, at the lower end of the 50% to
70% range, in the event of a payment default.

S&P also lowered the issue-level rating on the company's
second-lien term loan to 'CCC' from 'CCC+'.  The '6' recovery
rating, which indicates S&P's expectation of negligible (0% to 10%)
recovery, is unchanged.

"The downgrade reflects our belief that GOBP Holdings' aggressive
financial policies have resulted in weaker credit protection
measures that offset the deleveraging we had previously expected,"
said credit analyst Declan Gargan.  "The dividend recapitalization
comes just as the company has begun accelerating new store
development.  We believe the rapid growth in new stores will lead
to increased capital spending and pressure free cash flow growth in
the near term.  If competitive headwinds increase or executional
issues arise because of faster expansion, we believe the company's
weak credit protection metrics leave limited cushion for
missteps."

The stable outlook reflects S&P's expectation that Grocery Outlet
will be able to continue to demonstrate operating performance gains
as the company maintains its good value proposition among its
customers and achieves consistent positive same-store sales while
expanding its store base within its existing West Coast footprint.
However, S&P expects competition from other discounters to
intensify, which could hinder the company's expansion plans.
Although S&P expects sales and earnings growth over the next 12
months, it forecasts limited credit metric improvement from current
levels given the incremental debt.

S&P could lower the rating if operating performance deteriorates
meaningfully resulting in negative FOCF and causes the company to
significantly increase its reliance on its revolver to fund
operations.  If this occurred, the springing covenant could be
triggered, which would pressure liquidity and lead S&P to conclude
that the company's capital structure is unsustainable over the
medium term.

An upgrade is unlikely in the near term given S&P's expectation for
GOBP Holdings to maintain lease adjusted leverage above 8.5x over
the next 12 months.  Additionally, the company's financial sponsor
ownership has resulted in aggressive financial policies that limit
ratings upside.  S&P could consider raising its rating by one notch
if leverage improved to below 6.0x or FOCF to debt approached 5.0%
and EBITDA interest coverage neared 2.0x on a sustained basis.  


GRANITE ACQUISITION: S&P Cuts CCR to 'B+' on Weak Fin. Performance
------------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Granite
Acquisition Inc. to 'B+' from 'BB-'.  The outlook is stable.

At the same time, S&P lowered its rating on Granite Acquisition's
$1.25 billion first-lien term loan B due 2021, $145 million
revolving credit facility due 2019, and $55 million term loan C due
2021 to 'B+' from 'BB-'.  The recovery rating on this debt is '3',
indicating expectations for meaningful (50%-70%, lower end of
range) recovery of principal if a payment default occurs.

S&P also lowered its rating on Granite's $260 million second-lien
term loan due 2022 to 'B-' from 'B'.  The recovery rating on this
debt remains '6', indicating expectations for negligible (0%-10%)
recovery in a default.

"The rating actions reflect the weakening in Granite Acquisition
Inc.'s financial performance from our previous expectations.  The
company's leverage has increased to the highly leveraged financial
risk category in our assessment, with forward-looking debt to
EBITDA exceeding 5.5x and funds from operations (FFO) to debt less
than 12%," said S&P Global Ratings credit analyst Kim Yarborough.
Key drivers for the rating downgrade include persistently low power
and metals prices, which have contributed to lower-than-expected
EBITDA, and increased leverage.  In addition, S&P has added a
one-notch uplift for a comparison to close peer Covanta Holding
Corp., which operates in the same EFW market at Granite Acquisition
Inc. but has a better competitive position.

The stable outlook on Granite reflects S&P's expectation that the
business will continue to maintain high asset availability, manage
its numerous contracts well, renegotiate more favorable terms on
some existing contracts, and keep financial performance from
weakening materially from S&P's forecast of debt to EBITDA around
5.5x over the next 18 months.  Furthermore, S&P expects Granite to
manage its hedging program well, maintain stable operating margins,
and improve its metal recovery systems.

Factors that could lead to a rating downgrade would likely involve
poor operational performance or further declines in metals and
power prices such that debt to EBITDA is above 6.5x or FFO to debt
is below 10% on a sustained basis.  S&P could also consider a
downgrade if peers supporting the comparable ratings analysis were
to materially underperform and have a weakened credit profile such
that a favorable peer comparison can no longer be made.

While not likely at this time, S&P could consider an upgrade if
operating results continue to be solid, successful renegotiations
of contracts materially improves EBITDA, financial performance
improves significantly, or if the competitive position of the
company improves materially relative to peers.


GUIDED THERAPEUTICS: Inks Swap Agreements with Warrant Holders
--------------------------------------------------------------
Between June 13, 2016, and June 14, 2016, Guided Therapeutics Inc.
entered into various agreements with holders of certain warrants
(including John Imhoff, the chairman of the Company's board of
directors) originally issued in May 2013, and with GPB Debt
Holdings II LLC, holder of a warrant issued Feb. 12, 2016, pursuant
to which each holder separately agreed to exchange warrants for
either (1) shares of common stock equal to 166% of the number of
shares of common stock underlying the surrendered warrants, or (2)
new warrants exercisable for 200% of the number of shares
underlying the surrendered warrants, but without certain
anti-dilution protections included with the surrendered warrants.

As a result of the exchanges, the Company effectively eliminates
any potential exponential increase in the number of underlying
shares issuable upon exercise of its outstanding warrants.  In
total, for surrendered warrants then-exercisable for an aggregate
of 94,825,888 shares of common stock (but subject to exponential
increase upon operation of certain anti-dilution provisions), the
Company issued or is obligated to issue 13,517,342 shares of common
stock and new warrants that, if exercised as of the date hereof,
would be exercisable for an aggregate of 173,365,822 shares of
common stock.

In certain circumstances, in lieu of presently issuing all of the
shares (for each holder that opted for shares of common stock), the
Company and the holder further agreed that the Company will,
subject to the terms and conditions set forth in the applicable
warrant exchange agreement, from time to time, be obligated to
issue the remaining shares to the holder.  No additional
consideration will be payable in connection with the issuance of
the remaining shares.

The holders that elected to receive shares for their surrendered
warrants have agreed that they will not sell shares on any trading
day in an amount, in the aggregate, exceeding 20% of the composite
aggregate trading volume of the common stock for that trading day.

The holders that elected to receive new warrants will be required
to surrender their old warrants upon consummation of the Company's
next financing resulting in net cash proceeds to the Company of at
least $1 million.  The new warrants will have an initial exercise
price equal to the exercise price of the surrendered warrants as of
immediately prior to consummation of the financing, subject to
customary "downside price protection" for as long as the Company's
common stock is not listed on a national securities exchange, and
will expire five years from the date of issuance.

                  About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

Guided Therapeutics reported a net loss attributable to common
stockholders of $9.50 million on $42,000 of contract and grant
revenue for the year ended Dec. 31, 2015, compared to a net loss
attributable to common stockholders of $10.03 million on $65,000
of contract and grant revenue for the year ended Dec. 31, 2014.

As of March 31, 2016, Guided Therapeutics had $2.36 million in
total assets, $7.81 million in total liabilities and a total
stockholders' deficit of $5.45 million.


GULF CHEMICAL: Files for Chapter 11 Protection
----------------------------------------------
Privately-held Gulf Chemical & Metallurgical and affiliated debtor
Bear Metallurgical filed for Chapter 11 protection with the U.S.
Bankruptcy Court in the Western District of Pennsylvania, Case No.
16-22195.  The Company, which recycles spent petroleum catalysts
and produces ferroalloys, is represented by Sean D. Malloy of
McDonald Hopkins.  The Company explains, "The Debtors have faced a
number of challenges over the past few years, ultimately leading to
the filing of these chapter 11 cases. Most importantly, the market
prices of molybdenum and vanadium have steadily declined. Nickel
prices have also markedly declined.  The pricing of metals also
changes the value proposition for refineries in determining whether
to recycle or landfill spent catalyst, which can affect volumes at
Gulf."  The Debtors initiated these chapter 11 proceedings with the
goal of achieving going concern sales or a combined sale of their
businesses or, alternatively, a reorganization of their business
via a chapter 11 plan."  Gulf Chemical & Metallurgical's Chapter 11
petition indicates total assets between $100 and 500 million.


H&S BUSINESS: Seeks to Hire John Gitlin as Legal Counsel
--------------------------------------------------------
H&S Business LLC seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Texas to hire John Gitlin as its attorney.


Mr. Gitlin will provide legal advice to the Debtor in connection
with the Chapter 11 case it filed on June 6.

The Debtor will pay the attorney at his current billing rate of
$300 per hour.  Aside from professional fees, Mr. Gitlin will also
receive reimbursement for work-related expenses.

Mr. Gitlin has already received a retainer of $4,217.  A portion of
the retainer was used to pay the filing fee of $1,717, according to
court filings.

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

Mr. Gitlin's contact information is:

     John J. Gitlin, Esq.
     16901 Park Hill Drive
     Dallas, TX 75248
     Telephone: (972) 385-8450
     Telecopier: (972) 385-8460
     Email: johngitlin@gmail.com

                        About H&S Business

H&S Business LLC operates a convenience store and gasoline station
located in Gordonvile, Texas.  The company sought Chapter 11
protection (Bankr. E.D. Tex. Case No. 16-40992) on June 6, 2016.


HALCON RESOURCES: Enters into RSA with Stakeholders
---------------------------------------------------
Halcon Resources Corporation announced it has executed a
restructuring support agreement with select holders of its 13.0%
3rd Lien Notes due 2022, its three tranches of senior unsecured
notes comprised of its 9.75% Senior Notes due 2020, its 8.875%
Senior Notes due 2021, and its 9.25% Senior Notes due 2022, its
8.0% Convertible Note due 2020 and its 5.75% Perpetual Convertible
Preferred Stock.

The restructuring plan, if implemented, will result in the
elimination of approximately $1.8 billion of net debt and
approximately $222 million of Preferred Equity, and will reduce the
Company's ongoing annual interest burden by more than $200 million.
Under the terms of the RSA, all current stakeholders, including
common equity holders, will receive cash and/or common equity in
the restructured Company.  As of June 9, 2016, holders representing
80% of the aggregate principal amount of 3L Notes outstanding, 57%
of the aggregate principal amount of Unsecured Notes outstanding,
100% of the aggregate principal amount of Convertible Note
outstanding and holders of 63% of the outstanding shares of
Preferred Equity have executed the RSA.  The table below summarizes
the treatment of the Affected Stakeholders under the plan outlined
in the RSA.

  Stakeholder                            Treatment
  -----------                            ---------
Senior Secured Revolver    - New or amended reserve based facility

                             provided by existing lenders

2L Notes                   - Unaffected and reinstated

3L Notes                   - Fully equitized into 76.5% of the pro
      
                             forma common equity

                           - Receive $33.8 MM in cash plus accrued

                             and unpaid interest through May 15,
                             2016(1)
                            
Unsecured Notes            - Fully equitized into 15.5% of the pro

                             forma common equity

                           - Receive warrants for 4.0% of the pro
                             forma common equity (4 year term,
                             exercise price based on $1.33 BN
                             equity value)

                           - Receive $37.6 MM in cash plus accrued

                             and unpaid interest through May 15,
                             2016

Convertible Note           - Fully equitized into 4.0% of the pro

                             forma common equity

                           - Receive $15.0 MM in cash

                           - Receive warrants for 1.0% of the pro

                             forma common equity (4 year term,
                             exercise price based on $1.33 BN
                             equity value)

Preferred Equity          - Receive $11.1 MM in cash

Existing Common Equity    - Receive 4.0% of the pro forma equity

(1) Total cash consideration to the 3L holders is equivalent to
$50.0 MM in cash and accrued interest through 3/31/16 as indicated
in the terms detailed in the Company’s May 18, 2016 press
release.

Halcon plans to seek further support for the restructuring plan
from additional Affected Stakeholders over the next several weeks
through a solicitation process.  Under the terms of the RSA, if
support from 66.7% of the value and over 50.0% in number of the
holders of the 3L Notes, the Unsecured Notes and the Convertible
Note is attained through the solicitation process, in addition to
support from at least 66.7% of the outstanding shares of Preferred
Equity, the Company has agreed to file for a pre-packaged Chapter
11 bankruptcy.  If the Threshold Levels are not attained, the
Company is not required to file for bankruptcy.  The consummation
of the restructuring plan outlined in the RSA will be subject to
customary conditions including bankruptcy court approval.  As
previously indicated, the Company plans to operate as usual during
the restructuring process and will pay all suppliers and vendors in
full under normal terms for goods and services provided.

                            Advisors

PJT Partners is acting as financial advisor, Weil, Gotshal & Manges
LLP is acting as legal counsel and Alvarez & Marsal is acting as
restructuring advisor to the Company in connection with its
restructuring efforts.  Houlihan Lokey Capital, Inc. is acting as
financial advisor and Latham & Watkins LLP is acting as legal
advisor to the select ad hoc committee of holders of 3L Notes.
Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal
advisor to the select ad hoc committee of holders of Unsecured
Notes.

                       About Halcon Resources

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

Halcon Resources reported a net loss available to common
stockholders of $2 billion on $550 million of total operating
revenues for the year ended Dec. 31, 2015, compared to net income
available to common stockholders of $283 million on $1.14 billion
of total operating revenues for the year ended Dec. 31, 2014.

                           *      *      *

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

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


HARVEST OPERATIONS: S&P Lowers CCR to 'SD' on Distressed Exchange
-----------------------------------------------------------------
S&P Global Ratings lowered its long-term corporate credit rating on
Calgary, Alta.-based Harvest Operations Corp. to 'SD' (selective
default) from 'CC'.  At the same time, S&P Global Ratings lowered
its issue-level rating on the company's 6.875% senior unsecured
notes to 'D' (default) from 'CC'.  The recovery rating on the notes
is unchanged at '4', indicating S&P's expectation of average
recovery (30% to 50%; at the upper end of the range) under our
simulated default scenario.

"The downgrade follows Harvest's announcement that it has completed
its debt exchange proposal to existing holders of its 6.875% U.S.
senior unsecured notes due October 2017," said S&P Global Ratings
credit analyst Michelle Dathorne.

The exchange offer is for 90 cents on the dollar and will extend
the maturity date to April 2021.  Harvest's parent company, Korea
National Oil Corp., will guarantee the new notes.  Although only a
portion of the original debt issue will be subject to the proposed
exchange, S&P is lowering the rating on the entire debt issue to
'D', because S&P views the tender offer and completed partial
exchange as a de facto restructuring under S&P's criteria.  In
addition, S&P is lowering the long-term corporate credit rating to
'SD' from 'CC' because S&P believes that Harvest will continue to
honor its other obligations.  This rating action does not affect
the 'AA-' senior unsecured debt rating on the company's
US$630 million bonds, which carry an unconditional and irrevocable
guarantee from its parent.

S&P expects to review the ratings on both the guaranteed and
unguaranteed debt following the close of the new debt issue.  S&P's
prospective credit rating on Harvest will be based on S&P's
assessment of its business risk profile and financial risk profile
under its updated base-case scenario.


HEADWATERS INC: Egan-Jones Hikes Sr. Unsec. Ratings to BB-
----------------------------------------------------------
Egan-Jones Ratings Company raised the senior unsecured ratings on
debt issued by Headwaters Inc. to BB- from B+ on June 2, 2016.

Headwaters Inc provides products, technologies, and services to
construction materials, coal combustion products, and alternative
energy industries in the United States.


HIRAM COLLEGE: S&P Withdraws 'BB+' Rating on $32.9MM Bonds
----------------------------------------------------------
S&P Global Ratings withdrew its 'BB+' rating on the Ohio Higher
Educational Revenue Authority's $32.9 million series 2015 higher
education facility revenue refunding bonds, issued for Hiram
College.

"We withdrew the rating on the proposed transaction, which we rated
in April 2015, because it was not funded," said S&P Global Ratings
credit analyst Robert Dobbins.

S&P Global Ratings was not engaged to rate the authority's
subsequent $26.61 million transaction with a similar name issued
for Hiram College in October 2015; the bonds have a different
structure than the proposed April transaction S&P rated.
Consequently, the credit rating S&P assigned to the proposed April
2015 bonds is inapplicable to the subsequent October 2015 bonds and
does not reflect S&P's assessment of the college's credit quality
under that structure.


HORNBECK OFFSHORE: Egan-Jones Cuts Sr. Unsec. Rating to B
---------------------------------------------------------
Egan-Jones Ratings Company downgraded the foreign currency senior
unsecured rating on debt issued by Hornbeck Offshore Services Inc
to B from BB- on June 2, 2016.  EJR also lowered the commercial
paper rating on the Company to B from A3.
  
Hornbeck Offshore Services, Inc., together with its subsidiaries,
provides marine transportation, subsea installation, and
accommodation support services to exploration and production,
oilfield service, offshore construction, and the U.S. military
customers.


HORSEHEAD HOLDING: Equity Panel Taps MAC as Technical Consultant
----------------------------------------------------------------
The Official Committee of Equity Securities Holders in the Chapter
11 cases of Horsehead Holding Corp., et al., asks for permission
from the U.S. Bankruptcy Court for the District of Delaware to
retain S.F. Burks of MAC Consulting International (Pty) Ltd. to
provide technical consultation services to the Equity Committee,
nunc pro tunc to June 10, 2016.

A hearing on the request is scheduled for July 19, 2016, at 11:00
a.m. (ET).  Objections to the request must be filed by June 27,
2016, 4:00 p.m. (ET).

MAC Consulting will provide these services:

      a) conduct a site visit to the Mooresboro facility to
         conduct a preliminary assessment of technical issues and
         problems;

      b) review test work, design and operating data and reports
         related to the Mooresboro facility;

      c) review with the Mooresboro facility's metallurgical team
         the problems and possible corrective actions already
         identified;

      d) discuss with the Mooresboro facility's metallurgical team

         the likely impact on revenue, cost and technical impacts
         of possible process and equipment/other engineering
         changes; and

      e) prepare a set of preliminary findings and make
         recommendations to the Equity Committee for further
         action regarding remediation efforts at the Mooresboro
         facility.

Mr. Burks' hourly rate is $180.  Mr. Burks has estimated the fees
and expenses to be incurred for the initial two-week visit to the
Mooresboro facility to be $19,830.

Mr. Burks, an Associate Director of MAC Consulting, assures the
Court that he is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code, as modified by Section
1103(b) of the Bankruptcy Code, in that he:

      a) is not a creditor, equity security holder or insider of
         the Debtors;

      b) is not and was not, within two years before the date of
         the filing of the Debtors' Chapter 11 petitions a
         director, officer, or employee of the Debtors; and

      c) does not have an interest materially adverse to the
         interest of the estates or of any class of creditors or
         equity security holders, by reason of any direct or
         indirect relationship to, connection with, or interest
         in, the Debtors, or for any other reason.

MAC Consulting can be reached at:

         S.F. (Stee) Burks
         MAC Consulting International (Pty) Ltd
         22A Dean Road, Bedfordview, 2007
         South Africa
         Tel: +27-11-4504728
         Cel: +27-82-3779608
         E-mail: hesterb@wol.co.za
         Website: www.macgroup.co.za

                About Horsehead Holding Corp.

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

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

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

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

Andrew Vara, acting U.S. trustee for Region 3, appointed seven
creditors of Horsehead Holding Corp. to serve on the official
committee of unsecured creditors.  Lowenstein Sandler LLP serves as
counsel to the Committee, while Drinker Biddle & Reath LLP serves
as co-counsel.  The Unsecured Creditors Committee is represented by
Kenneth A. Rosen, Esq., Bruce Buechler, Esq., and Philip J. Gross,
Esq., at Lowenstein Sandler LLP.

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


IHEARTMEDIA INC: S&P Removes CCC CCR From Watch Neg on Lawsuit Win
------------------------------------------------------------------
S&P Global Ratings said that it removed its ratings, including the
'CCC' corporate credit ratings, on San Antonio, Texas-based radio
broadcaster and outdoor advertising company iHeartMedia Inc. and
its subsidiary iHeartCommunications Inc. from CreditWatch where S&P
had placed them on March 8, 2016.  The rating outlook is negative.

"Although the court found that iHeartCommunications was not in
default in a recent lawsuit filed by lenders, we believe there are
still substantial risks surrounding the long-term viability of the
company's capital structure," said S&P Global Ratings credit
analyst Jeanne Shoesmith.  "We believe iHeartCommunications may
seek to execute a subpar debt exchange or use existing cash to
repurchase debt at discounted levels, which we would view as
tantamount to default, based on our criteria."

The negative rating outlook reflects the prospect that S&P could
downgrade iHeartMedia over the next 12 months if the company
undertakes a subpar debt repurchase or exchange.

S&P could lower its ratings on iHeartMedia if iHeartCommunications
announces a subpar debt tender offer. Various tranches of debt at
iHeartCommunications are currently trading at roughly a 30%-60%
discount to par.  S&P could lower the corporate credit rating if it
views a default as inevitable within the next six months, absent
any significantly favorable changes in the company's
circumstances.

S&P could raise the rating if the company's liquidity improves,
which would most likely occur if it raises additional equity or
executes deleveraging asset sales.  An upgrade would also likely
entail an improvement in the company's debt trading levels that
would preclude the possibility of subpar debt repurchases or
exchanges.


ILLINOIS POWER: S&P Revises Outlook to Neg. & Affirms 'CCC+' CCR
----------------------------------------------------------------
S&P Global Ratings revised its outlook on Illinois Power Generating
Co. to negative from stable.  At the same time, S&P affirmed the
'CCC+' corporate credit rating and 'CCC+' ratings on the senior
unsecured debt.

In addition, S&P revised the recovery rating on the unsecured debt
to '4' from '3'.  The '4' recovery rating reflects expectations for
average (30%-50%; lower half of the range) recovery in the event of
a payment default.

"The outlook revision stems from our expectation that Illinois
Power Generating Co. would transition into the 'CCC' category if it
is unable to refinance its $300 million 2018 maturity," said S&P
Global Ratings credit analyst Michael Ferguson.  "While a 'CCC+'
rating can apply to any company with an unsustainable capital
structure or one that relies on favorable developments to avoid
default, a 'CCC' rating generally applies to those companies that
are likely to default within one year.  While we don't consider
that applicable now, the outlook signals that it could be true
within a year or 18 months.  Given the severe challenges facing
coal-fired generation in much of the U.S. in a weak commodity
pricing environment, we believe that IPG will face extreme
difficulty refinancing this maturity at favorable terms.
Additionally, even before that cliff, continued weak market
conditions could cause the company to exhaust liquidity, though
this is less likely in our opinion," S&P said.

The revised recovery rating reflects a revision to S&P's valuations
of the individual assets.  During the past year, S&P has revalued
numerous coal assets, often considerably lower, based on the low
gas price environment making these assets less economical than S&P
had previously assumed.  This trend is accentuated for MISO plants,
which operate in a somewhat weaker capacity construct than their
PJM peers.

The negative outlook indicates that S&P believes liquidity will
continue to diminish during 2016 as a result of weak power pricing
and the closure of the Newton unit.  More importantly, S&P
continues to expect that the issuer will have significant
difficulty refinancing its 2018 maturities.

A downgrade to 'CCC' would be possible if S&P felt that in the
following 12 months IPH might default due to a liquidity crisis --
perhaps due to a continued decline in power prices -- or might
consider a distressed exchange offer or similar restructuring
effort.  Additionally, S&P would likely downgrade if the company
came within one year of its refinancing date without any sort of
remedial efforts.

A rating upgrade would require improved financial performance or an
improvement in the business risk profile to weak from vulnerable.
If IPH could realize FFO to debt metrics of about 5% on a sustained
basis, and if S&P thought it could manage its 2018 maturity, a
higher rating would be possible.  An improvement in the business
risk profile is unlikely and would require greater certainty that
the company's assets would remain economically competitive.


INTERVENTION ENERGY: Court Orders Joint Administration of Cases
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered an
order directing the joint administration of Intervention Energy
Holdings, LLC and Intervention Energy, LLC's Chapter 11 cases under
the lead case, In re Intervention Energy Holdings, LLC case number
16-11247 (KJC).  The chapter 11 cases will be consolidated for
procedural purposes only and will be administered jointly.

                    About Intervention Energy

Intervention Energy Holdings, LLC and Intervention Energy, LLC
filed for Chapter 11 protection (Bankr. D. Del. Lead Case No.
16-1247) on May 20, 2016. The petition was signed by John R.
Zimmerman, president. The Hon Kevin J. Carey presides over the
case.

The Debtor estimated assets of $100 million to $500 million and
estimated debts of $100 million to $500 million.  Intervention
Energy Holdings listed Statoil Oil & Gas LP as its largest
unsecured creditor holding a trade claim of $3.80 million.


JAKAYS SALON: Exclusive Plan Filing Period Extended to June 20
--------------------------------------------------------------
The Hon. Gregory L. Taddonio of the U.S. Bankruptcy Court for the
Western District of Pennsylvania has extended, at the behest of
JaKay’s Salon and Day Spa, Inc., the Debtor's exclusivity period
to file a Chapter 11 Plan and Disclosure Statement until June 20,
2016.

As reported by the Troubled Company Reporter on May 23, 2016, the
Debtor asked for the extension, saying that it believes that it is
possible to file a consensual Plan with all creditors in this case,
and that an extension of time of 30 days will allow them to fully
negotiate and prepare a consensual Plan.

JaKay's Salon & Day Spa, Inc., filed a Chapter 11 petition (Bankr.
W.D. Penn. Case No. 15-23478) on September 23, 2015, listing under
$1 million in both assets and liabilities.  A copy of the petition
is available at http://bankrupt.com/misc/pawb15-23478.pdf The   
Debtor is represented by Christopher M. Frye, Esq., at Steidl &
Steinberg.


JOHNSON LAWN: Wants Plan Filing Period Extended by 45 Days
----------------------------------------------------------
Johnson Lawn & Outdoor Equipment, Inc., asks the U.S. Bankruptcy
Court for the Southern District of Mississippi for a 45-day
extension of the period of time for the Debtor to file a disclosure
statement and plan of reorganization.

The Debtor has been in negotiations with various creditors and
making determinations to allow them to finalize many matters with
regard to a Disclosure Statement and proposed plan to be filed.

No decision has been made by the Debtor and its counsel as to
whether a sale of the Debtor's assets or pursuit of a plan is the
best option for the Debtor.  The Debtor tells the Court that it
will have a better idea as to its ability to pursue a meaningful
plan after the current summer season has passed.

The Debtor assures the Court that it doesn't seek the extension for
purposes of delay, but rather, to allow the Debtor an opportunity
to fully consider his options and, if it determines a Disclosure
Statement and proposed Plan is feasible, to formulate and file its
proposed Plan and Disclosure Statement.

The Debtor's bankruptcy counsel can be reached at:

      Law Offices of Craig M. Geno, PLLC
      Craig M. Geno, Esq.
      Jarret P. Nichols, Esq.
      587 Highland Colony Parkway
      Ridgeland, MS 39157
      Tel: (601) 427-0048
      Fax: (601) 427-0050
      E-mail: cmgeno@cmgenolaw.com

Johnson Lawn & Outdoor Equipment Inc. filed for Chapter 11
bankruptcy protection (Bankr. S.D. Miss. Case No. 15-03189) on Oct.
14, 2015.  Craig M. Geno, Esq., at the Law Offices of Craig M.
Geno, PLLC, serves as the Debtor's bankruptcy counsel.


KEFALOS INC: Taps Bradley H. Foreman as Legal Counsel
-----------------------------------------------------
Kefalos, Inc. seeks approval from the U.S. Bankruptcy Court for the
Northern District of Illinois to hire The Law Offices of Bradley H.
Foreman, P.C. as its legal counsel.

The Debtor tapped the firm to:

     (a) give advice about its powers and duties as a debtor-in-
         possession;

     (b) attend meetings and negotiate with representatives of
         creditors and other parties;

     (c) advise the Debtor in matters relating to the evaluation   
      
         of the assumption, rejection or assignment of certain
         unexpired leases and executory contracts;

     (d) advise the Debtor about legal issues arising in or
         relating to its ordinary course of business;

     (e) take all necessary action to protect and preserve the
         Debtor's estate, including the prosecution of actions on
         their behalf;

     (f) prepare legal papers;

     (g) prepare a plan of reorganization and disclosure
         statement;

     (h) attend meetings with third parties; and

     (i) appear before the bankruptcy court, any appellate courts,

         and the U.S. trustee.

Bradley Foreman, Esq., will be paid for his services at his normal
billing rate of $350 per hour.  

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

The firm can be reached through:

     Bradley H. Foreman
     The Law Offices of-Bradley H. Foreman, P.C.
     120 South State Street
     Chicago, IL 60603
     Tel: 312-558-1850
     Fax: 312-558-1852
     Email: brad@bradleyforeman.com

                       About Kefalos Inc.

Kefalos, Inc. operates the Hard Water Bar & Grill located at 7545
N. Clark St. in Chicago.  Kefalos filed a Chapter 11 petition
(Bankr. N.D. Ill. Case No. 16-18443) on June 2, 2016.


KINDRED HEALTHCARE: Moody's Cuts Sr. Unsec. Notes Rating to B3
--------------------------------------------------------------
Moody's Investors Service downgraded Kindred Healthcare, Inc.'s
senior unsecured notes to B3 (LGD 5) from B2 (LGD 5). Moody's also
affirmed Kindred's other ratings, including its B1 Corporate Family
Rating and B1-PD Probability of Default Rating. The rating outlook
is negative.

The downgrade of Kindred's senior unsecured notes follows the
announcement that Kindred has completed the amendment of its senior
secured credit facility, including the add-on of $200 million of
term loan B. The incremental term loan negatively impacts Moody's
expectation of recovery on Kindred's senior notes. This is because
it increases the portion of secured debt in the capital structure
that would recover ahead of the senior notes in a bankruptcy
scenario.

The affirmation of Kindred's remaining ratings reflects Moody's
acknowledgement that the company's overall financial leverage is
not impacted by the amendment of the credit agreement. Incremental
term loan will be used to repay amounts drawn on the company's
revolver and the elimination of a scheduled step down in the
required leverage covenant level will provide additional cushion.
Further, in its ratings, Moody's continues to acknowledge its
expectation that the company will be focused on reducing leverage.
However, the benefit of growth opportunities in home health and
hospice will likely be muted by near term challenges. These include
the change in reimbursement for services in the company's long term
acute care hospitals.

The negative outlook reflects Moody's expectation that Kindred will
face a number of headwinds in growing EBITDA that will constrain
the company's ability to reduce its high financial leverage. The
high leverage limits the company's ability to absorb negative
developments at the current rating level.

Following is a summary of Moody's rating actions.

Ratings downgraded:

Senior unsecured notes due 2020 to B3 (LGD 5) from B2 (LGD 5)

Senior unsecured notes due 2022 to B3 (LGD 5) from B2 (LGD 5)

Senior unsecured notes due 2023 to B3 (LGD 5) from B2 (LGD 5)

Ratings affirmed:

Corporate Family Rating at B1

Probability of Default Rating at B1-PD

Senior secured term loan (inclusive of $200 million add-on) at Ba2
(LGD 2)

Speculative Grade Liquidity Rating at SGL-2

The rating outlook is negative.

RATINGS RATIONALE

Kindred's B1 Corporate Family Rating reflects Moody's expectation
that financial leverage will improve modestly and approach 5.0
times over the next 18 months. The rating also incorporates Moody's
consideration of risks associated with a high reliance on the
Medicare program as a source of revenue and the ongoing changes to
reimbursement of post-acute care services. Moody's also anticipates
that the company will pursue acquisitions to fill out service line
offerings in certain targeted markets. However, the rating also
reflects Kindred's scale as one of the largest post-acute care
service providers by revenue and sites of service. Kindred also has
diversity by service line with a significant presence across many
sub-segments of the post-acute care continuum.

Moody's could downgrade the ratings if the company is unable to
reduce adjusted debt to EBITDA to close to 5.0 times or if negative
developments in Medicare reimbursement in any of the company's
subsectors are meaningfully detrimental to operating results. The
ratings could also be downgraded if liquidity deteriorates or
compliance with financial covenants becomes less certain.

The ratings could be upgraded if the company can navigate
reimbursement headwinds and continue to grow both revenue and
EBITDA and maintain or expand EBITDA margins. The ratings could
also be upgraded if adjusted leverage is expected to be reduced and
sustained below 4.0 times.

Kindred Healthcare, Inc. is a leading provider of long term acute
care hospital, inpatient rehabilitation, contract rehabilitation,
home health, and hospice services. Kindred's revenue for the twelve
months ended March 31, 2016 was approximately $7.2 billion.


KINEMED INC: Taps FisherBroyles as Special Counsel
--------------------------------------------------
KineMed Inc. seeks approval from the U.S. Bankruptcy Court for the
Northern District of California to hire FisherBroyles, LLP as its
special counsel.

The Debtor tapped the firm to provide legal services focused on its
intellectual property and on the documentation of any planned
transfer or other disposition of such property.

Adam Whiting, Esq., a partner at FisherBroyles who is anticipated
to provide the legal services, will be paid at his current hourly
rate of $395.  He will be assisted by other lawyers of the firm
with prior consent from the Debtor.

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

In a court filing, Mr. Whiting disclosed that his firm has no
connection with the Debtor or its creditors.

FisherBroyles can be reached through:

     Adam K. Whiting
     FisherBroyles, LLP
     Palo Alto Office
     Phone: (650) 351-7236
     Email: adam.whiting@fisherbroyles.com
     Web: fisherbroyles.com

                        About KineMed Inc.

Headquartered in Emeryville, California, KineMed, Inc., has
developed and validated a proprietary drug development platform to
clinically advance drugs more efficiently and with less risk for
later sale/out-license.  The Company is creating a pipeline of high
value drug assets in muscle-wasting and fibrotic diseases.  The
pipeline is focused on Phase 2 trials with synthetic Ghrelin, to
address CKD & muscle wasting in the elderly.

The Company filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Calif. Case No. 16-41241) on May 4, 2016, estimating its assets at
between $10 million and $50 million and debts at between $1 million
and $10 million.  The petition was signed by David M. Fineman,
chairman and chief executive officer.

Judge Roger L. Efremsky presides over the case.

Merle C. Meyers, Esq., at Meyrs Law Group, PC, serves as the
Debtor's bankruptcy counsel.


KLM OPTICAL: Plan Confirmation Hearing Slated for Aug. 15
---------------------------------------------------------
Under the terms of a 12th interim order, KLM Optical, Inc., has
continued authority to use cash collateral securing its obligations
to (i) Citibank, N.A., (ii) Summit Processing, Inc., (iii) Ralph
DePinto and (iv) American Express Bank, FSB, through through Aug.
15, 2016, which is also the anticipated date of the hearing on
confirmation of the Debtor's plan of reorganization.

Citibank asserts a first priority security interest in all of the
assets of the Debtor, including but not limited to cash, financial
accounts, accounts receivable, inventory, and equipment.  Citibank
says AmEx is unsecured.  Summit and DePinto assert liens on credit
card receivables, but the Debtor says there were no credit card
receivables when KLM sought chapter 11 protection.

The debtor has granted Citibank replacement liens and remits
monthly $4,378.23 adequate protection payments to Citibank.  

KLM Optical, Inc., dba Pearle Vision, is based in Roslyn, N.Y.  KLM
filed a chapter 11 petition (Bankr. E.D.N.Y. Case No. 15-72145) on
May 15, 2015, and is represented by J. Logan Rappaport, Esq., at
Pryor & Mandelup, L.L.P., in Westbury, N.Y.  At the time of the
filing, the Debtor disclosed $319,046 in assets and $1.83 million
in liabilities.


LA CASA DE LA RAZA: Hires Schneider to Pursue Tax Refund
--------------------------------------------------------
La Casa de la Raza, Inc., asks for permission from the U.S.
Bankruptcy Court for the Central District of California to employ
Nicholas J. Schneider, Esq., at Seed Mackall LLP as special
counsel.

The Debtor says that a special counsel is required in order to
continue its pursuit of a refund of $96,586.32 from Santa Barbara
County for overpaid taxes.  

Mr. Schneider will provide these services:

       a. representing the Debtor in any proceeding or hearing
          related to the tax refund, unless the Debtor is
          represented in the proceeding or hearing by other
          special counsel;

       b. preparing and assisting the Debtor in the preparation of

          reports, forms, applications, pleadings, and orders
          relating to the tax refund;

       c. assisting the Debtor in the negotiation with officials
          representing the tax authorities of Santa Barbara
          County; and

       d. performing any other services which may be appropriate
          in Mr. Schneider's representation of the Debtor in
          obtaining the tax refund for overpayment of property
          taxes.

Mr. Schneider's representation is pro bono.

Mr. Schneider, a partner at Seed Mackall, assures the Court that he
doesn't hold nor represent any interest adverse to the Debtor or
the Debtor's estate, and that he is a "disinterested person" as
defined by Section 101(14) of the Bankruptcy Code.

Mr. Schneider can be reached at:

      Nicholas J. Schneider, Esq.
      Seed Mackall LLP
      1332 Anacapa Street, Suite 200
      Santa Barbara, CA 93101
      Tel: (805) 963-0669
      Fax: (805) 962-1404
      E-mail: nschneider@seedmackall.com

Headquartered in Santa Barbara, California, La Casa de la Raza,
Inc., filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 16-10331) on Feb. 23, 2016, estimating its assets
at between $1 million and $10 million and its liabilities at
between $500,000 and $1 million.  The petition was signed by
Marisela Marquez, chief executive.

Matthew M Clarke, Esq., at Christman Kelley & Clarke PC serves as
the Debtor's bankruptcy counsel.


LANAI HOLDINGS III: S&P Affirms 'B' CCR, Outlook Stable
-------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
U.S.-based Lanai Holdings III Inc.  The outlook is stable.

At the same time, S&P affirmed its 'B' issue-level rating on the
company's $704 million first-lien credit facilities.  The recovery
rating on the facility is '3', which reflects S&P's expectation for
meaningful (50%-70%, at the low end of the range) recovery in the
event of payment default.

The first-lien facilities consist of an $80 million revolving
credit facility and $630 million term loan.  The revolver will be
upsized by $30 million and the first-lien term loan will be
increased by $330 million as part of this transaction.  S&P also
affirmed its 'CCC+' issue-level rating on the company's proposed
$255 million second-lien term loan, which is being increased by
$120 million.  The recovery rating on this debt is '6', which
reflects S&P's expectation for negligible (0%-10%) recovery in the
event of a payment default.

The company will use proceeds of the incremental debt to finance
the acquisition of Performance Health, including refinancing
Performance Health's debt, and pay related fees and expenses.

"Our rating affirmation reflects our expectation that despite
leverage rising to about 7x from approximately 6x, the company will
continue to generate moderate discretionary cash flow," said S&P
global Ratings credit analyst Jinsung Kim.  The 'B' corporate
credit rating on Lanai, a distributor of medical products to the
rehabilitation and sports medicine industry, also reflects the
combined company's still relatively small size and specialized
focus.

While it predominantly sells products to the rehabilitation market,
which accounted for more than half of total sales, Lanai also has a
presence in the sports medicine market.  Despite offering some
diversity to its core business, Lanai's focus on the narrow
rehabilitation market, threat of competition from larger
distributors, and limited track record as an independent entity
from Patterson further supports S&P's business risk assessment.
Partly offsetting those factors are positive demographics such as
an aging population that S&P expects will drive rehabilitation
utilization, a diversified customer and supplier base, and S&P's
expectation of margin expansion as a result of the transaction and
from a growing private-label business.

The stable outlook reflects S&P's expectation that Lanai Holdings
will grow at a low- to mid-single-digit pace and Performance Health
will grow at a mid- to high-single-digit pace, pro forma margins
will be stable, and cash flow generation will be solid.

S&P could lower the rating if Lanai Holdings experiences a
meaningful disruption to its business, such as the entrance of
another major competitor that caused discretionary cash flow to be
minimal.  This could occur if there were a 10% revenue shortfall
from our base-case and margin contraction of more than 400 basis
points.

Given Lanai Holdings' small scale, there is limited upside during
the outlook period for a revision to business risk.  S&P could
raise the rating if the company's leverage declines to less than 5x
over time and S&P believes the company is committed to sustaining
leverage at that lower level.  This could occur if the company
reduces debt by $200 million.  However, given financial sponsor
ownership and pro forma leverage of 7x, S&P believes a rating
upgrade is unlikely over the next year.


LAND SECURITIES: Selling Project Area 13 for $1.1M to Cool Water
----------------------------------------------------------------
Land Securities Investors, Ltd., et al., on June 9, 2016, filed a
motion asking the U.S. Bankruptcy Court for the District of
Colorado to approve the sale of an unimproved 13.5-acre parcel of
real property known as Project Area 13 of the Roxborough Downs
Filing No. 2 located in Jefferson County, Colorado to Cool Water
Land & Cattle Investments, LLC.

LSI says that it valued the Property at $1,250,000 as of the date
of its Disclosure Statement on April 15, 2014.  The Contract
remains subject to certain inspection rights on the part of the
buyer.

The sale price for the Property pursuant to the Contract is
believed to be very reasonable by the Debtor.

LSI is selling its properties in order to assist in the
implementation of its confirmed Fourth Amended Plan of
Reorganization.

The Debtor's attorney:

         Lee M. Kutner, Esq.
         KUTNER MILLER BRINEN, P.C.
         1660 Lincoln St., Suite 1850
         Denver, CO 80264
         Tel: (303) 832-2400
         Fax: (303) 832-1510
         E-mail: lmk@kutnerlaw.com

The Buyer can be reached at:

         COOL WATER LAND & CATTLE INVESTMENTS, LLC
         2830 S. Newcombe Way
         Lakewood, Colorado 80227
         Attn: Jack Hoagland
         Phone: (303) 888-1920
         E-mail: jack@coolwaterland.com

The Buyer's attorney:

         SCHELWAT LAW, LLC
         16350 E. Arapahoe Road, Suite 108-102
         Foxfield, Colorado 80016
         Phone: (720) 252-6764
         E-mail: kschelwat@schelwatlaw.com

                     About Land Securities

Land Securities Investors, Ltd., LSI Retail II, LLC, and Conifer
Town Center, LLC, sought Chapter 11 protection (Bankr. D. Colo.
Case Nos. 13-11167, 13-1113, and 13-11135) in Denver on Jan. 29,
2013.  Land Securities disclosed $47.0 million in total assets
and $29.6 million in total liabilities.

The Debtors are real estate developers and investors.

The Office of the U.S. Trustee for Region 19 said that it was
unable to appoint an official committee of unsecured creditors.

Lee M. Kutner, Esq., of Kutner Miller Brinen, P.C., in Denver,
Colorado, acts as legal counsel to Land Securities Investors, Ltd.
Jeffrey A. Weinman, Esq., of Weinman & Associates, P.C., in
Denver, Colorado, acts as legal counsel to LSI Retail II, LLC and
Conifer Town Center, LLC.


LANNETT COMPANY: Moody's Affirms B2 CFR & Cuts Secured Rating to B2
-------------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
of Lannett Company, Inc. (Lannett) and downgraded the rating on the
senior secured revolver and Term Loans to B2 from B1. The actions
follow the announcement that the company will repay its 12%
unsecured notes with proceeds of additional secured debt, namely an
increase in the Term Loan B of $150 million and Lannett's fully
drawn $125 million revolver. The change in capital structure
removes the benefit of first loss absorption provided by the
unsecured notes to senior secured lenders. As a consequence of the
now all first lien capital structure, Moody's downgraded the
Probability of Default Rating to B3-PD from B2-PD.

Moody's also affirmed the Speculative Grade Liquidity Rating of
SGL-2, signifying good liquidity. The outlook is stable.

Moody's will withdraw the unsecured ratings upon repayment and
termination of the notes.

Issuer: Lannett Company, Inc.

Ratings Affirmed:

Corporate Family Rating, B2

Speculative Grade Liquidity Rating, SGL-2

Ratings Downgraded:

Senior Secured Bank Credit Facility, to B2 (LGD3) from B1 (LGD3)

Probability of Default Rating, to B3-PD from B2-PD

Ratings to be withdrawn upon close:

Unsecured Notes, Caa1 (LGD 6)

The outlook is stable.

RATINGS RATIONALE

The B2 Corporate Family Rating reflects Lannett's modest size in
the highly competitive generic drug industry. The rating also
reflects the company's revenue concentration in a relatively
limited number of drugs and Lannett's minimal experience, prior to
Kremers Urban, in acquiring and integrating companies of
significant size. The ratings are also constrained by relatively
high adjusted debt to EBITDA, however Moody's expects that the
company will generate solid positive free cash flow, the majority
of which will be used to delever.

The SGL-2 signifies Moody's expectation of good liquidity over the
next 12 months. The SGL-2 is supported by cash balances expected to
be in excess of $200 million and positive free cash flow. Liquidity
will be constrained by high mandatory amortization on the term
loans. The rating is constrained by lack of external liquidity
given the $125 million revolver is fully drawn, as well as the
presence of maintenance covenants on the revolver and Term Loan A.
While Lannett has good cushion under the net first lien senior
secured leverage covenant as of March 31, 2016, Moody's expects
that cushion will decline over the next 12 months due to the
significant increase in secured debt following the proposed
refinancing transaction, as well as reduced pro forma EBITDA (due
largely to declining EBITDA in Kremers Urban in the periods before
it was acquired by Lannett). However, Moody's anticipates that the
company will maintain compliance with financial covenants over the
next 12 months.

The stable outlook reflects Moody's view that positive free cash
flow and debt repayment will allow the company to delever over the
next 12-18 months.

Moody's could upgrade the ratings if Lannett successfully
integrates KU and demonstrates the ability to generate sustained
organic growth through new product launches, while sustaining
adjusted debt to EBITDA below 4.0x.

Moody's could downgrade the ratings if the company's revenue or
profit margins deteriorate due to increased competition or other
challenges on key products. Specifically if Moody's expects
adjusted debt to EBITDA to be sustained above 5.0x, ratings could
be downgraded. Further, a weakening of liquidity, or rising legal
or regulatory risk could also lead to a downgrade.

Lannett Company Inc, headquartered in Philadelphia, PA is a generic
drug manufacturer and distributor with capabilities in opioids and
other difficult-to-manufacture products. Lannett is publicly traded
on the NYSE and had adjusted revenues of about $497 million for the
twelve months ended March 31, 2016.



LAREDO PETROLEUM: Egan-Jones Cuts FC Sr. Unsec. Rating to CCC+
--------------------------------------------------------------
Egan-Jones Ratings Company downgraded the foreign currency senior
unsecured rating on debt issued by Laredo Petroleum Inc. to CCC+
from B+ on June 2, 2016.  EJR also lowered the commercial paper
rating on Company to C from A3.

Laredo Petroleum, Inc. is an independent energy company focused on
the exploration, development and acquisition of oil and natural
gas. The company is based in Tulsa, Oklahoma.


LATTICE INC: Annual Meeting of Stockholders Set for Sept. 27
------------------------------------------------------------
The Board of Directors of Lattice Incorporated has established
Sept. 27, 2016, as the date of the Company's 2016 Annual Meeting of
stockholders, which will be held at a time and location to be
determined and specified in the Company's proxy statement.  The
record date for determination of stockholders entitled to vote at
the 2016 Annual Meeting, and any adjournment thereof, will be the
close of business on Aug. 22, 2016.  More information regarding the
2016 Annual Meeting will be disclosed in the Company's proxy
statement which the Company anticipates filing with the United
States Securities and Exchange Commission.

Stockholders of the Company who wish to have a proposal considered
for inclusion in the Company's proxy materials for the 2016 Annual
Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of
1934, as amended, must ensure that such proposal is received by the
Company's Secretary, Joe Noto, Lattice Incorporated, 7150 N. Park
Drive, Suite 500, Pennsauken, New Jersey 08109, (856) 910-1166 no
later than the close of business on July 15, 2016.  Any such
proposal must also meet the requirements set forth in the rules and
regulations of the SEC to be eligible for inclusion in the proxy
materials for the 2016 Annual Meeting.  The persons authorized by
the form of proxy to be sent in connection with the solicitation of
proxies on behalf of Company's board of directors for the 2016
Annual Meeting will vote in their discretion as to any matter of
which Company has not received notice by July 15, 2016.

In addition, in accordance with the Company's policy, stockholders
who wish to nominate a person for election as a director must
ensure that written notice of such proposal (including all of the
information specified in the proxy statement for the 2015 annual
meeting of stockholders) is received by the Company's Secretary at
the address specified above, no later than the close of business on
July 15, 2016.

                     About Lattice Inc.

Pennsauken, New Jersey-based Lattice Incorporated provides
telecommunications services to correctional facilities and
specialized telecommunication service providers in the United
States.

Lattice reported a net loss available to common shareholders of
$5.55 million on $7.58 million of revenue for the year ended
Dec. 31, 2015, compared to a net loss available to common
shareholders of $1.82 million on $8.94 million of revenue for the
year ended Dec. 31, 2014.

As of March 31, 2016, Lattice had $3.63 million in total assets,
$11.15 million in total liabilities and a total shareholders'
deficit of $7.52 million.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2015, citing that
the Company has a working capital deficit and requires additional
working capital to meet its current liabilities.  These factors
raise substantial doubt about the Company's ability to continue as
a going concern.


LAWRENCE SCHIFF: Trustee Proposes CSS-Led Auction on June 29
------------------------------------------------------------
William G. Schwab, the Chapter 11 trustee for the estate of
Lawrence Schiff Silk Mills, Inc., seeks approval (i) of the
stalking horse asset purchase agreement with buyer CSS Industries,
Inc., and (ii) bid procedures in connection with the proposed sale
of the Debtor's assets.

Since the Petition Date, the Debtor has entertained expressions of
interests from multiple parties interested in purchasing the
Acquired Assets.  The Trustee has continued these discussions since
his appointment and has, subject to the Court's approval, selected
CSS Industries, Inc., or an affiliate to be designated by CSS, in
its sole discretion, as the prospective purchaser to acquire
certain of the Debtor's assets.

CSS has offered to acquire certain of the Debtor's designated
assets for the price of $900,000, of which will be paid at the
closing.  The Agreement with CSS represents the culmination of an
extensive negotiation process.

The Trustee desires to receive the greatest value for the Acquired
Assets.  Although the Debtor has undertaken extensive and thorough
efforts to market the assets, the Trustee believes it is imperative
that it provide an additional opportunity for any interested
purchasers to submit further offers for the acquired assets.  The
Trustee proposes:

   -- a June 28, 2016 deadline for overbids;
   -- an auction on June 29, 2016;
   -- a sale hearing on or before July 8, 2016;
   -- entry of an order approving the sale by July 11, 2016; and
   -- closing of the sale on or before July 31, 2016.

                 About Lawrence Schiff Silk Mills

Founded in 1918 and headquartered in Quakertown, PA, Lawrence
Schiff Silk Mills, Inc.'s primary business was the manufacturing
of ribbons, bows, ties, straps, webbing and over 500 additional
woven, fabricated materials for more than 1,000 customers
worldwide.  LSSM served the global industrial, apparel, military,
medical, packaging and hospitality markets.

On April 5, 2016, Pyramid Realty Group, LP, Aero Energy and Grant
Industries, Inc. filed an involuntary petition under Chapter 11 of
Title 11 of the United States Code pursuant to Sec. 303 of the
Bankruptcy Code against Lawrence Schiff Silk Mills (Bankr. E.D.
Pa. Case No. 16-12396).  Pyramid is owned by Richard J. Schiff,
who
holds a minority equity stake in Debtor, owns RJLS Enterprises,
Inc., and owns or owned the Debtor's predecessor entities.

On April 22, 2016, upon agreement between the Debtor and the
Petitioning Creditors, the Court entered a Consent Order for
Relief
in Involuntary Chapter 11 Case.  The Consent Order granted relief
to Debtor under Chapter 11 of the Bankruptcy Code as of the Relief
Date.

The Petitioning Creditors are represented by Jeffrey Kurtzman,
Esq., at Kurtzman Steady LLC.

William G. Schwab has been appointed the Chapter 11 Trustee for the
Debtor's estate.


LEWIS HEALTH: Seeks to Hire Al Johnson as Accountant
----------------------------------------------------
Lewis Health Institute, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to hire Al
Johnson & Associates, LLC as its accountant.

The Debtor tapped the firm to compile monthly balance sheets and
income statements, and prepare monthly reports required by the
Office of the U.S. Trustee.

Since Al Johnson & Associates' fees are anticipated to be small,
the Debtor seeks permission to waive the requirement that the firm
file fee applications so long as the monthly fees do not exceed
$500.

Al Johnson, a public accountant and tax practitioner, disclosed in
a court filing that the firm is "disinterested" as defined in
section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Al Johnson
     Al Johnson & Associates, LLC
     6586 NW Selvitz Road
     Port Saint Lucie, FL 34983

The Debtor can be reached through its counsel:

      Craig I. Kelley, Esq.
      Kelley & Fulton, P.L.
      1665 Palm Beach Lakes Blvd.
      The Forum - Suite 1000
      West Palm Beach, FL 33401
      Tel: (561) 491-1200
      Fax: (561) 684-3773
      E-mail: craig@kelleylawoffice.com

                  About Lewis Health Institute

Lewis Health Institute, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Fla. Case No. 15-25980) on Sept. 3, 2015.
Craig I. Kelley, Esq., at Kelley & Fulton, PL, serves as the
Debtor's bankruptcy counsel.


LIFE CARE: UMB Bank Reserves Right to Object to Sale
----------------------------------------------------
UMB Bank, National Association, as Bond Trustee, has submitted a
reservation of rights to the motion of Life Care St. Johns, Inc.,
to sell substantially all of its assets.

The Bond Trustee does not oppose the Debtor's effort to sell the
Facility Assets at the Auction pursuant to the Bidding Procedures.
The Trustee files this Reservation of Rights as a protective
measure to preserve its right to object to any aspect of the
Auction, including the selection of the Successful Bidder, the
terms and conditions of that bidder's offer, the terms of
underlying asset purchase agreements, and the conduct of the
Auction.

UMB Bank is represented by:

         Daniel S. Bleck, Esq.
         Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
         One Financial Center
         Boston, Massachusetts 02111
         Tel: (617) 542-6000
         Fax: (617) 542-2241
         E-mail: dsbleck@mintz.com

             - and -

         Jason Burnett, Esq.
         GrayRobinson, P.A.
         50 North Laura Street, Suite 1100
         Jacksonville, Florida 32202
         Tel: 904.598.9929
         Fax: 904.598.9109
         E-mail: jason.burnett@gray-robinson.com

                     About Life Care St. Johns

Life Care St. Johns, Inc., doing business as Glenmoor, is a
not-for-profit organization that owns and operates a continuing
care retirement community in St. Johns County, Florida.  The
company received its certificate of occupancy in 1999 and began
operations in October of 2001.

As a CCRC, Glenmoor provides "lifecare services" to its residents,
each of whom reside in a residential unit.  The "lifecare" concept
recognizes that the healthcare and residency needs of elderly
residents vary along a continuum beginning with independent living
and in many cases ending with a need for full-time nursing care.
The Glenmoor community thus includes independent residential units,
an assisted living center, and a healthcare center for residents
requiring round the clock nursing care.

As disclosed in documents filed with the Court, Residency at
Glenmoor is provided pursuant to "Residence and Care Contracts"
which require prospective residents to pay an "Entrance Fee" and a
"Monthly Service Fee."  The Entrance Fee is a lump sum, one-time
payment based on the type of Residential Unit occupied by the
resident, and obligates Glenmoor to provide care to the resident so
long as he or she remains a resident and pays the Monthly Service
Fee.  Depending upon the type of contract selected, the Entrance
Fee may or may not be refundable.  For residents with refundable
Entrance Fee contracts, the refund is to be paid from the proceeds
of the next Entrance Fee received by Glenmoor.

According to Court filings, the economic recession which began in
late 2007 had a dramatic impact on Glenmoor, with fewer residents
being able to afford the required Entrance Fees as their home
equity and investments portfolios shrank in value.  With fewer new
residents entering the community than were moving out, significant
Entrance Fee refund liabilities began to accumulate, rising to
almost $8 million at their peak.  The decreasing revenues
eventually led to payment and other defaults under the $59 million
in Revenue Bonds issued in 2006 to support Glenmoor and refinance
an earlier bond issue.

On July 3, 2013, Glenmoor filed its initial Chapter 11 case in the
U.S. Bankruptcy Court for the Middle District of Florida amid
defaults under the Debtor's 2006 Bonds and threats of enforcement
action by the Florida's Office of Insurance Regulation, the
government entity that governs the licensing and operations of
continuing care retirement community in Florida.  A consensual Plan
of Reorganization was filed Nov. 27, 2013.  Glenmoor's Plan of
Reorganization was confirmed by the Court on Feb. 28, 2014.  The
Final Decree was entered on April 6, 2016.

Glenmoor filed its second voluntary petition under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No.: 16-01347) on April
11, 2016.

The Debtor has engaged Thames Markey & Heekin, P.A., as bankruptcy
counsel; Walchle Investment Group, Inc. as sale broker; Cassidy
Turley Commercial Real Estate Services, Inc., as investment banker;
Greystone Development Company II, LP, as operations consultant;
Eddie Williams, III, Esq., as regulatory compliance counsel; Moore
Stephens Lovelace, CPA, as accountant; Globic Advisors, Inc., as
plan solicitation and tabulation agent; and American Legal Claim
Services, LLC as claims and noticing agent.

The Debtor estimated assets in the range of $10 million to $50
million and liabilities of up to $100 million.

The case is pending before the Honorable Jerry A. Funk.


LINC USA GP: Court Orders Joint Administration of Cases
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
entered an order directing the joint administration of the Chapter
11 cases of Linc Energy Finance (USA), Inc., Linc USA GP, Linc
Energy Resources, Inc., Linc Gulf Coast Petroleum, Inc., Linc
Energy Petroleum (Louisiana), LLC, Linc Alaska Resources, LLC, Paen
Insula Holdings, LLC, Linc Energy Petroleum (Wyoming), Inc., Diasu
Holdings, LLC, Diasu Oil & Gas Company, Inc., and Linc Energy
Operations, Inc.  The lead case is that of Linc USA GP, case number
16-32689.

As reported in the Troubled Company Reporter, the Debtors
anticipate that during the course of these cases, it will be
necessary to file numerous motions and applications, as well as
other pleadings and documents.  The Debtors assert that joint
administration of their Chapter 11 cases is in the best interests
of their estates, creditors, and other parties-in-interest and will
further the interests of judicial economy and administrative
expediency by, among other things, obviating the need to: (i) file
duplicate motions, (ii) enter duplicate orders, and (iii) forward
unnecessary, duplicate notices and other documents to creditors and
other parties-in-interest, which actions would cause the Debtors'
estates to incur unnecessary costs and expenses.

                        About Linc USA

Each of Linc USA GP, Linc Energy Finance (USA), Inc., Linc Energy
Operations, Inc., Linc Energy Resources, Inc., Linc Gulf Coast
Petroleum, Inc., Linc Energy Petroleum (Wyoming), Inc., Paen Insula
Holdings, LLC, Diasu Holdings, LLC, Diasu Oil & Gas Company, Inc.,
Linc Alaska Resources, LLC and Linc Energy Petroleum (Louisiana),
LLC filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 16-32689) on May
29, 2016.

Linc USA GP and its subsidiaries operate an independent oil and gas
exploration and production business with a primary focus on
conventional onshore and shallow state water properties along the
Gulf Coast of Texas and properties in the Powder River Basin of
Wyoming.  The Debtors, through their majority owned subsidiary,
Renaissance Umiat, LLC (which is not a Debtor), also own oil and
gas properties in the Umiat field on Alaska's North Slope.  The
Debtors are ultimately owned by Linc Energy Ltd., an Australian
corporation established in the year 2000, shares of which were
listed on the Singapore Stock Exchange.  Linc Energy Ltd. entered
into voluntary administration in Australia on April 15, 2016.

The Debtors estimated assets in the range of $50 million to $100
million and debts of up to $500 million.  As of the Petition Date,
the Debtors estimate that they owed
approximately $5.8 million to their vendors.

Bracewell LLP serves as the Debtors' counsel.  Kurtzman Carson
Consultants LLC acts as the Debtors' notice, claims and balloting
agent.

Judge David R Jones presides over the cases.


LITTLETON PREPARATORY: S&P Affirms BB+ Rating on 2013 Rev. Bonds
----------------------------------------------------------------
S&P Global Ratings revised its outlook to negative from stable and
affirmed its 'BB+' long-term rating on the Colorado Educational &
Cultural Facilities Authority's series 2013 charter school revenue
bonds issued for Littleton Preparatory Charter School (LPCS).

"The negative outlook reflects our expectation that the school will
continue to maintain below 1.0x maximum annual debt service
coverage combined with an anticipated significant decline in cash
for fiscal 2016 due to improvements made at the new facilities,"
said S&P Global Ratings credit analyst Jessica Matsumori.  "It is
our opinion that strong cash levels were historically the school's
predominant credit strength and that without a commensurate
improvement to debt service coverage or operating performance, the
anticipated lower cash levels may result in a credit profile that
is more consistent with a lower rating," Ms. Matsumori added.

The 'BB+' rating is still supported by the school's good academic
performance, stable demand and enrollment trends, and financial
operations that while negative, have been slowly improving over
time.

Proceeds from the series 2013 bonds were used to purchase and
develop new facilities and land for LPCS, which replaced its
previous campus.

LPCS was granted charter approval in 1997 and opened its doors in
time for the 1998-1999 school year, with 300 students in grades one
through six (1-6).  Since that time, it has grown to 615 students
for the 2015-2016 school year in kindergarten through eighth grade
(K-8).  LPCS also added a preschool program in fall 2013, with 40
students enrolled for the current school year.  It is one of two
charter schools in the Arapahoe County School District.  LPCS was
granted a five-year renewal in 2013, valid through 2018.  It is
S&P's understanding that the school maintains a strong relationship
with the authorizer, and that no risk surrounds the status of the
charter.


LOTUS STORES: Seeks to Hire Wilkins Miller as Accountant
--------------------------------------------------------
Lotus Stores, Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of Alabama to hire Wilkins Miller LLC as
its accountant.

The firm's professionals will be paid for their services at these
hourly rates:

     Partners              $240 - $285
     Managers              $195 - $225
     Senior Accountants    $120 - $160
     Staff Accountants     $100 - $120
     Bookkeepers           $90

Wilkins Miller does not hold any interest adverse to the Debtor and
is "disinterested," according to court filings.

Wilkins Miller maintains offices at:

     Patricia M. Bessonen, CPA
     Brian M. Blakeney, CPA
     Frank D. Brown, CPA
     Wilkins Miller LLC
     41 West Interstate
     65 Service Rd. North, Suite 400
     Mobile, AL 36608
     Tel: 251.410.6700
     Fax: 251.410.6799
     Email: wilkinsmiller@wilkinsmiller.com
            pbessonen@wilkinsmiller.com
            bblakeney@wilkinsmiller.com
            fbrown@wilkinsmiller.com

          -- and --

     Wilkins Miller LLC
     35 South Section Street
     Fairhope, AL 36532
     Tel: 251.928.0929
     Email: wilkinsmiller@wilkinsmiller.com

                       About Lotus Stores

Lotus Stores, Inc. sought protection under Chapter 11 of the
Bankruptcy Code in the Southern District of Alabama (Mobile) (Case
No. 16-01867) on June 7, 2016.  The petition was signed by Lalonie
Farnell, president and sole shareholder.  

The Debtor is represented by Jeffery J. Hartley, Esq., at Helmsing,
Leach, Herlong, Newman & Rouse, P.C.  

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


LUMPY'S PRO GOLF: Seeks to Sell Remaining Inventory
---------------------------------------------------
Lumpy's Pro Golf Discount, Inc., is requesting that the Court
approve the sale of its remaining inventory located at 11120 South
Cleveland Ave., Unit #2, Fort Myers, FL, to the highest qualified
bidder, or to a qualified overbidder.  In addition, the Debtor is
requesting that the Court approve the assumption and assignment of
its unexpired non-residential lease for its business premises
located at 11120 S. Cleveland, Unit #2, Fort Myers, Florida 33907.

As noted in the recently filed and served Notice of Sale of the
Debtor's Inventory, the stalking horse bidder, TnT Golf, Inc.,
submitted its formal offer of $13,500, along with proof of its
present bid deposit of $1,350 (10% of the initial offer), and proof
of ability to close the transaction with payment in full.

The summary of the terms of the Stalking Horse Bidder's offer is:

   (i) The Stalking Horse Bidder (or Assignee) will acquire the
Debtor's Inventory located at the Fort Myers' location;

  (ii) Total purchase price will be $13,500 or if increased by a
bona fide overbid;

(iii) The Stalking Horse Bidder has paid an initial deposit of
$1,350;

  (iv) The Stalking Horse Bidder will assume no liabilities or
obligations of the Debtor other than the proposed assumption and
assignment of the Debtor's non-residential real property lease for
the non-residential real property lease located at 11120 S.
Cleveland Ave., #2, Fort Myers, FL 33907;

   (v) The Stalking Horse Bidder will acquire the Debtor's
remaining inventory free and clear of any and all debts, liens,
claims, causes of action, and security interests, whether known or
unknown, on or before close of business July 8, 2016; and

  (vi) The closing for the sale of the Debtor's inventory by the
highest Qualified Bidder will occur on or before July 5, 2016; and

(vii) The minimum incremental overbids will begin at least $1,000
higher than the Opening Bid (the initial next highest Opening Bid
will be no less than $14,500), and will be in minimum increments of
$1,000.

The Debtor believes a qualified overbid that otherwise complies
with Sections 363(f) and 365 of the Bankruptcy Code is the most
efficient and expeditious resolution of the Debtor's insolvency
situation.  The Debtor's principals believe that the proposed sale
of its inventory to the highest bidder will have overwhelmingly
universal support from all creditor constituents.  The Debtor
believes that the proposed sale to the highest qualified
overbidder, consistent with Sections 363 and 365 of the Bankruptcy
Code, is the best result for all parties.

The Debtor negotiated the $13,500 offer, and given the Debtor’s
Schedules listing the value of the asset, the Debtor believes the
offer represents the fair market value of the Debtor's remaining
inventory.  Further, the Notice of Sale was served on all creditors
with an opportunity to object or overbid.

Counsel for Lumpy's Pro Golf Discount:

         Thomas J. Polis, Esq.
         POLIS & ASSOCIATES
         19800 MacArthur Boulevard, Suite 1000
         Irvine, CA 92612-2433
         Telephone: (949) 862-0040
         Facsimile: (949) 862-0041
         E-mail: tom@polis-law.com

                       About Lumpy's Inc.

Lumpy's Inc. and Lumpy's Pro Golf Discount, Inc., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
16-12957 and 16-12958) on April 1, 2016.  The Debtors are
represented by Thomas J. Polis, Esq., at Polis & Associates, APLC.


M SPACE HOLDINGS: Key Employee Retention Plan Approved
------------------------------------------------------
U.S. Bankruptcy Judge Joel T. Marker has authorized M Space
Holdings, LLC, to implement a key employee retention plan for
non-insider employees.

The Debtors are authorized to modify the terms of the KERP in their
discretion, and in consultation with their secured parties, solely
to (i) provide for the payment of any lesser amount to a particular
Key Employee, or (ii) make minor adjustments to the timing of the
payment to a particular Key Employee, in each case without further
order of the Court.

                     About M Space Holdings

M Space Holdings, LLC, is a provider of turnkey complex modular
space solutions.  It sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Utah Case No. 16-24384) in Salt Lake
City on May 19, 2016.   The case is assigned to Judge Joel T.
Marker.

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

The Debtor's asset liquidator is Gordon Brothers Commercial &
Industrial, LLC.


MAJESTIC AIR: Taps Havkin & Shrago as Legal Counsel
---------------------------------------------------
Majestic Air, Inc. seeks approval from the U.S. Bankruptcy Court
for the Central District of California to hire Havkin & Shrago,
Attorneys At Law as its legal counsel.

The Debtor tapped the firm to:

     (a) represent the Debtor at its Initial Debtor Interview;

     (b) represent the Debtor at its meeting of creditors;

     (c) represent the Debtor at court hearings;

     (d) prepare legal papers;

     (e) advise the Debtor regarding matters of bankruptcy law,
         including its rights and remedies with respect to its
         assets and the claims of its creditors:

     (f) represent the Debtor in all contested matters;

     (g) assist the Debtor in the preparation of a disclosure
         statement and the negotiation and implementation of a
         plan of reorganization;

     (h) analyze any claim filed in the Debtor's bankruptcy case;

     (i) negotiate with the Debtor's secured and unsecured
         creditors regarding the amount and payment of their
         claims; and

     (j) object to claims if necessary.

Stella Havkin and Renee Linares, the firm's professionals who will
be primarily responsible for representing the Debtor, will be paid
$400 per hour and $350 per hour, respectively.

In a court filing, Ms. Havkin disclosed that there is no conflict
in the firm's representation of the Debtor in its bankruptcy case.


The firm can be reached through:

     Stella Havkin, #134334
     Havkin & Shrago Attorneys at Law
     20700 Ventura Blvd. Ste. 328
     Woodland Hills, CA 91364
     Telephone: (818) 999-1568
     Facsimile: (818) 305-6040
     Email: stella@havkinandshrago.com

                       About Majestic Air

Majestic Air, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-11538) on May 23,
2016.  The petition was signed by Tessie Cue, president.  The case
is assigned to Judge Martin R. Barash.  The Debtor disclosed total
assets of $3.47 million and total debts of $3.21 million.


MANUFACTURERS ASSOCIATES: Taps Coan Lewendon as Bankr. Counsel
--------------------------------------------------------------
Manufacturers Associates, Inc., seeks authorization from the U.S.
Bankruptcy Court for the District of Connecticut to employ Coan,
Lewendon, Gulliver and Miltenberger, LLC, as general Chapter 11
counsel.

Coan Lewendon will:

      a. give the Debtor-in-Possession legal advice with respect
         to its business, operations, and the management of its
         property;

      b. negotiate arrangements with creditors respecting their
         claims and treatment of their claims in a plan of
         reorganization;

      c. institute and defend litigation in this and other courts
         as counsel and the Debtor-in-Possession consider
         necessary and appropriate for the conduct of its
         reorganization;

      d. prepare on behalf of the Debtor-in-Possession necessary
         petitions, answers, orders, reports, disclosure
         statements, plans and other papers; and

      e. perform all other legal services for the Debtor-in-
         Possession which may be necessary.

Coan Lewendon will be paid at these hourly rates:

         Partners                        $400
         Counsel & Associates          $250-$300
         Paralegals                     $95-$110

In contemplation of this retention, the Debtor-in-Possession's sole
shareholder paid to Coan Lewendon a a total sum of $15,000 as
retainer for services rendered and to be rendered.

Carl T. Gulliver, Esq., a member at Coan Lewendon, assures the
Court that the firm represents no interest adverse to the
Debtor-in-Possession or the estate in the matters upon which it
will be engaged to hand for the Debtor-in-Possession, nor does it
have any connection with the Debtor, creditors, or any other
party-in-interest, their respective attorneys and accountants, the
U.S. Trustee, or any person employed by the Office of the U.S.
Trustee.  Mr. Gulliver also assures the Court that the firm is a
disinterested person, as that term is defined in 11 U.S.C. Section
101(14).

Coan Lewendon can be reached at:

         Carl T. Gulliver, Esq.
         Coan, Lewendon, Gulliver & Miltenberger, LLC
         495 Orange Street
         New Haven, CT 06511
         Phone: 203-901-1298
         Fax: 203-865-3673
         E-mail: cgulliver@coanlewendon.com

The Debtor originally applied for authority to retain Peter
Ressler, Esq., as its general Chapter 11 counsel.  As he is no
longer practicing law, the Debtor applied for authority to retain
James S. Brownstein, Esq.  Mr. Brownstein has determined that he is
unable to serve in this capacity due to conflicts with other
clients.

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 was 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: Seeks OK to Auction Restaurant Equipment
------------------------------------------------------------
Maria's Mont Blanc Restaurant Corp., asks the U.S. Bankruptcy Court
for the Southern District of New York for approval to hold an
auction sale of its equipment and its personal property.

The Debtor is a New York corporation that operated a restaurant and
bar known as Maria’s Mont Blanc Restaurant for the last thirty
years in New York City’s Theater District.  The Debtor has the
following equipment and other items of personal property:

   * 1 hot water heater;
   * 1 commercial freezer;
   * 1 dish washer;
   * 1 Garland ten burner stove;
   * 1 tray server (18 shelf);
   * 2 low boy refrigerators;
   * 1 Garland grill;
   * 1 deep fryer;   
   * 1 pizza oven;
   * 4 refrigerators;
   * 2 air conditioners;
   * 1 ice machine;
   * 1 microwave oven;
   * 2 coffee makers;
   * 1 espresso machine;
   * 5 stainless steel sinks;
   * 3 stainless steel tables;
   * 1 stain glass bar;
   * 14 bar stools;
   * 12 tables;
   * 1 preparation table;
   * 36 chairs;
   * 3 mirrors;
   * 2 bath room mirrors;
   * 12 light fixtures;
   * 3 computer stations with restaurant point of sale system;
   * 3 computer printers for point of sale system;
   * 2 television sets (24 inch);
   * 4 Bose speakers;
   * 2 walk in boxes;
   * 1 bar beer box;
   * 1 bar wine box; 4 paper towel dispensers; and
   * 2 menu signs.

The Debtor believes that the assets have value and can be sold for
the benefit of this estate and its creditors. It also requests the
Court to reduce the 20-day period notice period set forth in
Bankruptcy Rule 2002(a) and schedule a hearing to permit it to
conduct and notice an auction sale within the next seven days.

Maria's Mont Blanc Restaurant Corp. is represented by:

          Joel M. Shafferman
          SHAFFERMAN & FELDMAN LLP
          Counsel for the Debtor
          137 Fifth Avenue, 9th Floor
          New York, New York 10010
          Telephone: (212) 509-1802

Maria's Mont Blanc Restaurant Corp. sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 16-10742) on March 28, 2016.  The Debtor
estimated assets and liabilities of less than $50,000.  Maria
Lohmeyer, the company president, signed the petition. The Honorable
Judge Michael E. Wiles is assigned to the case.


MARTON TRUCKING: Seeks to Hire E.P. Bud Kirk as Attorney
--------------------------------------------------------
Marton Trucking LLC seeks approval from the U.S. Bankruptcy Court
for the Western District of Texas to hire E.P. Bud Kirk as its
attorney.

The Debtor proposes to hire an attorney to provide these services:

     (a) give legal advice about its powers and duties as a
         debtor-in-possession;

     (b) review the Debtor's various contracts;

     (c) prepare legal documents required for reorganization;

     (d) assist the Debtor in the formulation and negotiation of a

         Chapter 11 plan with its creditors
.
     (e) review the transactions of the Debtor prior to the filing

         of its case to determine what further litigation should
         be filed on behalf of its estate; and

     (f) examine all tax claims filed against the Debtor, to
         contest any excessive amount claimed therein, and to
         structure a payment of the allowed taxes.

Mr. Kirk will be compensated at his normal billing rate, which is
$300 per hour.  He will be assisted by paralegals who will be paid
$90 per hour.

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

Mr. Kirk's contact information is:

     E.P. Bud Kirk
     600 Sunland Park Drive
     Bldg. Four, Suite 400
     El Paso, TX 79912
     Tel: (915) 584-3773
     Fax: (915) 581-3452
     E-mail: budkirk@aol.com

                       About Marton Trucking

Marton Trucking LLC sought protection under Chapter 11 of the
Bankruptcy Code in the Western District of Texas (El Paso) (Case
No. 16-30860) on June 7, 2016.


MGM RESORTS: Tracinda Reports 16.1% Equity Stake as of June 13
--------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Tracinda Corporation disclosed that as of June 13,
2016, it beneficially owns 91,173,744 shares of common stock of MGM
Resorts International representing 16.1 percent of the shares
outstanding.  The percentage was calculated on the basis of
565,153,753 shares of common stock issued and outstanding as of May
3, 2016, based upon information contained in the Company's
Quarterly Report Form 10-Q for the period ended March 31, 2016.

Anthony L. Mandekic, CEO, president and secretary/treasurer of
Tracinda, also reported beneficial ownership of 91,227,101 shares.

On June 13, 2016, Tracinda entered into a Long Form ISDA Master
Agreement with UBS AG pursuant to which it sold, on June 13, 2016,
an aggregate of 20,000,000 European style covered call options with
respect to an equivalent number of shares of Common Stock. The
Covered Call Options, which were sold for $2.12 per option and have
an exercise price of $23.9363 per share, are set to mature at a
rate of 2,000,000 shares per day, for ten trading days, commencing
on Feb. 7, 2017.  Tracinda anticipates that if the current market
price of the Common Stock exceeds the exercise price, the Covered
Call Options will be settled by the delivery of underlying Common
Stock and will not be settled in cash.  Tracinda has separately
entered into a lock-up agreement with UBS AG that restricts
Tracinda's ability to sell, for a period of 60 trading days
following the trade date of the Covered Call Options, any residual
shares beyond the number of underlying shares referenced by the
Covered Call Options.  Tracinda has separately entered into a
Pledge Agreement with UBS, pursuant to which Tracinda will deliver
to UBS 20,000,000 shares of Common Stock as collateral to secure
its obligations under the Covered Call Options.

Tracinda continues to believe that there is substantial value in
the assets of MGM Resorts and that the company is a good long term
investment.  Tracinda is evaluating options for an orderly
disposition of its position in the Common Stock, as directed in
Kirk Kerkorian's will.  The closing of the Covered Call Option
agreements, the authority for which at all times will rest with the
Covered Call Option purchasers, may result in a reduction in
Tracinda's beneficial ownership of the Common Stock.  Tracinda is
subject to no fixed timetable for the disposition of its position
in the Common stock.

A full-text copy of the regulatory filing is available at:

                      https://is.gd/p7NibO

                        About MGM Resorts

MGM Resorts International (NYSE: MGM) a global hospitality
company, operating a portfolio of destination resort brands
including Bellagio, MGM Grand, Mandalay Bay and The Mirage.  The
Company also owns 51% of MGM China Holdings Limited, which owns
the MGM Macau resort and casino and is in the process of
developing a gaming resort in Cotai, and 50% of CityCenter in Las
Vegas, which features ARIA resort and casino.  For more
information about MGM Resorts International, visit the
Company's Web site at www.mgmresorts.com.

MGM Resorts reported a net loss attributable to the Company of
$447.72 million in 2015, a net loss attributable to the Company of
$149.87 million in 2014 and a net loss attributable to the Company
of $171.73 milion in 2013.

As of Dec. 31, 2015, MGM Resorts had $25.21 billion in total
assets, $17.45 billion in total liabilities and $7.76 billion in
total stockholders' equity.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   In March 2012, S&P revised
the outlook to positive from stable.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.

In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating.  The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.

As reported by the TCR on Sept. 29, 2014, Fitch Ratings has
upgraded MGM Resorts International's (MGM) and MGM China Holdings
Ltd's (MGM China) IDRs to 'B+' from 'B' and 'BB' from 'BB-',
respectively.  Fitch's upgrade of MGM's IDR to 'B+' and the
Positive Outlook reflect the company's strong performance on the
Las Vegas Strip and in Macau as well as Fitch's longer-term
positive outlooks for these markets.


MIDAS INTERMEDIATE: $75MM Loan Add-on No Impact on Moody's B2 CFR
-----------------------------------------------------------------
Moody's Investors Service said Midas Intermediate Holdco II, LLC's
proposed $75 million add-on to its existing senior secured first
lien term loan does not impact the company's B2 Corporate Family
Rating ("CFR") or instrument ratings.


MIDSTATES PETROLEUM: Creditors Object to Cash Collateral Motion
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of MidStates
Petroleum Company, Inc., et al., and Wells Fargo Bank, National
Association, submitted to the U.S. Bankruptcy Court for the
Southern District of Texas, Houston Division, objections to
Midstates Petroleum's motion to use cash collateral.

"As a general matter, the Committee does not oppose the Debtors'
request to use cash collateral to fund their reorganization
efforts.  However, the Committee does object to predetermining the
course of the Cases within the first few weeks of their existence,
especially where: (a) the Debtors' chosen course of action is
predicated upon their unproven assertion that 98.8% of the value of
the Debtors' assets is subject to valid and enforceable liens; (b)
the Debtors did not perform a collateral review in terms of
enforcement and perfection in connection with the 2015
Transactions... or in connection with the bankruptcy filing; and
(c) the Debtors and their cooperating (or controlling) secured
creditors implemented a 'death trap' in terms of proposed treatment
of general unsecured claims should the Committee identify valid
causes of action to be brought against the secured creditors... The
Debtors filed these Cases to consummate the various restructuring
transactions contemplated by the Plan Support Agreement dated April
30, 2016... which was negotiated with certain of the Prepetition
Secured Parties... The Disclosure Statement... and the Joint
Chapter 11 Plan of Reorganization... incorporate the PSA, which (a)
contemplates a balance sheet restructuring; (b) provides for a de
minimis recovery for general unsecured creditors; (c) locks the
Debtors into an extraordinarily fast timeline for confirming the
PSA-driven Plan; (d) effectively deprives the Committee of anything
close to a full and fair opportunity to assess the Plan and, among
other things, the valuations and assumptions upon which it is
based; and (e) prevents the Committee from assessing whether the
treatment negotiated by the Prepetition Secured Parties, as
presented in the Plan, is fair and equitable and meets each of the
specific requirements imposed by the Bankruptcy Code for
confirmation.  Moreover, the timeline set by the PSA is at odds
with the complexity of these Cases and with the enormity of the
investigation and collateral review the Committee must undertake.
Forty... days to approval of a disclosure statement and seventy-
five... days to confirmation is not realistic in these
circumstances and does nothing but prejudice the unsecured creditor
class," the Official Committee avers.

"The Motion states that: '[t]he consensual use of Cash Collateral
is tied to the achievement of case milestones set forth in the PSA,
which contemplate an exit from bankruptcy in less than 110 days'...
Beyond this general assertion, however, the Motion does not
articulate what impact a failure to meet the PSA milestones would
have on the use of Cash Collateral, and the Termination Events
listed in the proposed order do not include any mention of the PSA
milestones... The aggressive timeline required by the PSA may
constrain the Debtors' ability to perform their fiduciary duty to
move through these Chapter 11 Cases in a way that maximizes value
for all creditors and may unduly slant the playing field in favor
of secured creditors. Therefore, this Court should not approve a
linkage between the use of Cash Collateral and the PSA milestones,"
Wells Fargo contends.

The Official Committee of Unsecured Creditors is represented by:

          Michael S. Forshey, Esq.
          Karol K. Denniston, Esq.
          SQUIRE PATTON BOGGS (US) LLP
          200 McKinney Avenue, Suite 1700
          Dallas, TX 75201
          Telephone: (214)758-1500
          Facsimile: (214)758-1550
          E-mail: michael.forshey@squirepb.com
                  karol.denniston@squirepb.com

                  - and -

          Norman N. Kinel, Esq.
          SQUIRE PATTON BOGGS (US) LLP
          30 Rockefeller Plaza
          New York, NY 10112
          Telephone: (212)872-9800
          Facsimile: (212)872-9815
          E-mail: norman.kinel@squirepb.com

Wells Fargo Bank, National Association is represented by:

          Mark F. Hebbeln, Esq.
          Lars A. Peterson, Esq.
          FOLEY & LARDNER LLP
          321 North Clark Street, Suite 2800
          Chicago, IL 60654-5313
          Telephone: (312)832-4500
          Facsimile: (312)832-4700
          E-mail: mhebbeln@foley.com
                  lapeterson@foley.com

                About Midstates Petroleum Company

Midstates Petroleum Company, Inc. --
http://www.midstatespetroleum.com/-- is an independent exploration

and production company focused on the application of modern
drilling and completion techniques in oil and liquids-rich basins
in the onshore U.S. Midstates' drilling and completion efforts are
currently focused in the Mississippian Lime oil play in Oklahoma
and Anadarko Basin in Texas and Oklahoma.  The Company's
operations
also include the upper Gulf Coast tertiary trend in central
Louisiana.

Midstates Petroleum Company, Inc. and Midstates Petroleum Company
LLC filed separate Chapter 11 petitions (Bankr. S.D. Tex. Case
Nos.
16-32237 and 16-32238) on April 30, 2016.  Judge David R Jones
presides over the case.  Kurtzman Carson Consultants LLC serves as
claims and noticing agent.  

As of Dec. 31, 2015, the Company listed assets of $679 million and
total debts of $2 billion.

The petitions were signed by Nelson M. Haight, executive vice
president and chief financial officer.

The Office of the U.S. Trustee on May 12, 2016, appointed three
creditors
to serve on the official committee of unsecured creditors.


NAKED BRAND: Incurs $2.54 Million Net Loss in First Quarter
-----------------------------------------------------------
Naked Brand Group Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.54 million on $448,000 of net sales for the three months
ended April 30, 2016, compared with a net loss of $1.81 million on
$259,000 of net sales for the same period in 2015.

As of April 30, 2016, Naked Brand had $5.04 million in total
assets, $1.85 million in total liabilities, and $3.19 million in
total stockholders' equity.

As of April 30, 2016, the Company had cash totaling $2.91 million.
The Company believes it has sufficient capital to fund its
operations through [the fourth quarter of fiscal 2017.
Accordingly, management intends to continue to raise funds from
equity and debt financings to fund its operations and objectives.

"However, we cannot be certain that financing will be available on
acceptable terms or available at all.  To the extent that we raise
additional funds by issuing debt or equity securities or through
bank financing, our existing stockholders may experience
significant dilution.  If we are unable to raise funds when
required or on acceptable terms, we may have to significantly scale
back, or discontinue, our operations."

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

                      https://is.gd/5xTLjR

                        About Naked Brand

Naked Brand Group Inc. designs, manufactures, and sells men's
innerwear and lounge apparel products in the United States and
Canada.  It offers various innerwear products, including trunks,
briefs, boxer briefs, undershirts, T-shirts, and lounge pants
under the Naked brand, as well as under the NKD sub-brand for men.
The company sells its products to consumers and retailers through
wholesale relationships and direct-to-consumer channel, which
consists of an online e-commerce store, thenakedshop.com.  Naked
Brand Group Inc. is based in New York, New York.

Naked Brand reported a net loss of US$19.06 million on US$1.38
million of net sales for the year ended Jan. 31, 2016, compared to
a net loss of US$21.07 million on US$557,000 of net sales for the
year ended Jan. 31, 2015.

BDO USA, LLP, in New York, NY, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Jan. 31, 2016, noting that the Company incurred a net loss of
$19,063,399 for the year ended January 31, 2016 and the Company
expects to incur further losses in the development of its business.
This condition raises substantial doubt about the Company's
ability to continue as a going concern.


NASSAU DEVELOPMENT: Taps Meland Russin as Legal Counsel
-------------------------------------------------------
The Chapter 11 trustee of Nassau Development of Village West Corp.
seeks approval from the U.S. Bankruptcy Court for the Southern
District of Florida to hire Meland Russin & Budwick, P.A. as his
legal counsel.

Drew Dillworth, the bankruptcy trustee, tapped the firm to:

     (a) advise him about his powers and duties as trustee and the
         continued management of the Debtor's business operations;

     (b) advise the trustee with respect to his responsibilities   
      
         in complying with the U.S. Trustee's Operating Guidelines

         and Reporting Requirements and with the rules of the
         court;

     (c) prepare legal papers; and

     (d) protect the interests of the trustee and the Debtor's
         estate in all matters pending before the court.

Peter D. Russin, Esq. at Meland Russin, disclosed in a court filing
that the firm has not represented or will not represent any entity
except the trustee in connection with the Debtor's bankruptcy
case.

The firm can be reached through:

     Peter D. Russin
     Meland Russin & Budwick, P.A.
     3200 Southeast Financial Center
     200 South Biscayne Boulevard
     Miami, FL 33131
     Telephone: (305) 358-6363
     Telecopy: (305) 358-1221
     Email: prussin@melandrussin.com

                    About Nassau Development

Nassau Development of Village West, Corp. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
15-27691) on October 2, 2015.


NATIONAL EMERGENCY: Taps David C. Johnston as Bankruptcy Counsel
----------------------------------------------------------------
National Emergency Medical Services Association seeks permission
from the Hon. Ronald H. Sargis of the U.S. Bankruptcy Court for the
Eastern District of California to employ David C. Johnston as the
Debtor's attorney for the Chapter 11 case.

Mr. Johnston will provide these services:

      (a) giving the Debtor legal advice about various bankruptcy
          options, including relief under Chapters 7 and 11, and
          legal advice about non-bankruptcy alternatives for
          dealing with the claims against it;

      (b) giving the Debtor-in-Possession legal advice about its
          rights, powers, and obligations in the Chapter 11 case
          and in the management of the estate;

      (c) taking necessary action to enforce the automatic stay
          and to oppose motions for relief from the automatic
          stay;

      (d) taking necessary action to recover and avoid any
          preferential or fraudulent transfers;

      (e) appearing with the Debtor's representative at the
          meeting of creditors, initial interview with the U.S.
          Trustee, status conference, and other hearings held
          before the Court;

      (f) reviewing and if necessary, objecting to proofs of
          claim;

      (g) taking steps to obtain Court authority for the sale of
          assets if necessary; and

      (h) preparing a plan of reorganization and a disclosure
          statement and taking all steps necessary to bring the
          plan to confirmation, if possible.

Mr. Johnston and the Debtor-in-Possession have agreed, subject to
final allowance of fees by the Court, that the hourly rate to be
charged by him is $300.  Periodic applications for interim
compensation will be made, and at the conclusion of the case, a
final application for allowance of compensation will be made.

During the one year period prior to the commencement of this case,
the Debtor paid Mr. Johnston: (i) $5,000 for pre-petition services;
and (ii) $1,717 which was used to pay the Court's filing fee.

The Debtor assures the Court that Mr. Johnston does not hold any
interest adverse to the estate and Mr. Johnston is a disinterested
person as defined in 11 U.S. Code Section 101(14).

          David C. Johnston, Esq.
          Attorney at Law
          1600 G Street, Suite 102
          Modesto, CA 95354
          Tel: (209) 579-1150
          Fax: (209) 579-9420

Headquartered in Modesto, California, National Emergency Medical
Services Association, fdba NEMSA, fdba National EMS Association,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case
No. 16-90401) on May 10, 2016, estimating its assets at between
$50,000 and $100,000 and its liabilities at between $1 million and
$10 million.  The petition was signed by Torren K. Colcord,
executive director.

Judge Ronald H. Sargis presides over the case.

David C. Johnston, Esq., at David C. Johnston serves as the
Debtor's bankruptcy counsel.


NEPHROS INC: Issues Additional $380,000 Notes and Warrants
----------------------------------------------------------
As previously disclosed by Nephros, Inc. in its Current Report on
Form 8-K filed with the Securities and Exchange Commission on June
7, 2016, the Company entered into a Note and Warrant Purchase
Agreement with certain accredited investors pursuant to which it
sold an aggregate principal amount of $807,000 of its 11% Unsecured
Promissory Notes and five-year warrants to purchase an aggregate of
1,614,000 shares of the Company's common stock at an exercise price
of $0.30 per share.

On June 9, 2016, the Company conducted a second closing under the
Purchase Agreement with additional purchasers pursuant to which the
Company issued an additional $380,000 principal amount of Notes and
Warrants to purchase 720,000 shares of the Company's common stock.
Between the June 3 and June 9, 2016, closings, the Company issued
Notes having an aggregate principal amount of $1,187,000 and
Warrants to purchase an aggregate of 2,374,000 shares of common
stock.

The Notes and Warrants issued on June 9, 2016, have identical terms
and conditions as those issued by the Company under the Purchase
Agreement on June 3, 2016.

                        About Nephros

River Edge, N.J.-based Nephros, Inc., is a commercial stage
medical device company that develops and sells high performance
liquid purification filters.  Its filters, which it calls
ultrafilters, are primarily used in dialysis centers and
healthcare facilities for the production of ultrapure water and
bicarbonate.

Nephros reported a net loss of $3.08 million on $1.94 million of
total net revenues for the year ended Dec. 31, 2015, compared to a
net loss of $7.37 million on $1.74 million of total net revenues
for the year ended Dec. 31, 2014.

As of March 31, 2016, Nephros had $3.42 million in total assets,
$1.43 million in total liabilities and $1.99 million in total
stockholders' equity.

Withum Smith+Brown, PC, in Morristown, New Jersey, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has incurred
negative cash flow from operations and recurring net losses since
inception.  These conditions, among others, raise substantial doubt
about its ability to continue as a going concern.


NIEBERG MIDWOOD: Files Full-Payment Chapter 11 Exit Plan
--------------------------------------------------------
Nieberg Midwood Chapel Inc., on June 3, 2016, filed with the
Bankruptcy Court for the Eastern District of New York its plan of
reorganization and explanatory disclosure statement.  

The Debtor owns and operates one of the oldest, if not the oldest,
independent funeral parlors in New York City, dating back to the
Civil War. For more than 50 years, it has operated from its present
location at 1625 Coney Island Avenue, Brooklyn, New York.  The
Debtor estimates that the Property is worth approximately
$6,800,000.

1625 Coney Debt LLC holds a first mortgage on the Property in the
approximate amount of $3,589,476.49 as of May 16, 2016.

The Debtor's general unsecured claims total $562,569.01 on account
of unsecured loans the Debtor has taken and other fees and
expenses. The Debtor will escrow the amounts sufficient to cover
all claims pending resolution.

The Debtor's financial problems stem generally from a significant
downturn in business over the last several years due to increased
competition and demographic changes in the neighborhood in
Brooklyn. The lack of business resulted in the Debtor failing to
make payments on its first mortgage, which in turn resulted in the
commencement of a foreclosure action. Since the filing of this
case, the Debtor considered a number of options and ultimately
decided to sell the Property to HH Realty Equities LLC for
$6,800,000 in a private sale under the Plan.

Following the sale, the Debtor intends to remain in business more
as a referrer of funerals to an already existing funeral home in
the area as Opposed to a full service provider of funerals. The
sale proceeds will cover all unsecured creditors claims, the
underlying mortgage in full, taxes, administration claims, and a
return to equity.

The Plan provides that all Allowed claims against the Debtor will
be paid in full in Cash after the sale is closed.

A copy of the Disclosure Statement is available at:

         http://bankrupt.com/misc/nyeb16-40028-0044.pdf

Nieberg Midwood Chapel Inc., AKA Midwood Memorial Chapel, Inc.,
based in Brooklyn, N.Y., filed a Chapter 11 petition (Bankr.
E.D.N.Y. Case No. 16-40028) on January 5, 2016, listing $1 million
to $10 million in both assets and liabilities.  Hon. Elizabeth S.
Stong presides over the case.  Randy M Kornfeld, Esq., at Kornfeld
& Associates P.C., serves as counsel to the Debtor.  The petition
was signed by Stanley Nieberg, vice president.  Stanley and Peter
Nieberg are each 50% shareholders of the Debtor.  


NORANDA ALUMINUM: Proposes Sale Process for Upstream Business
-------------------------------------------------------------
Noranda Aluminum, Inc., et al., on June 13, 2016, filed a motion
asking the U.S. Bankruptcy Court for the Eastern District of
Missouri to approve procedures in connection with the proposed
sale(s) of all, or substantially all, of the assets comprising the
Debtors' primary aluminum production business operated by Noranda
Aluminum, Inc., Noranda Bauxite Ltd. and Noranda Alumina LLC.

The Debtors' DIP financing facilities contain certain case
milestones, including the commencement of a comprehensive sale
process for Debtors' flat rolled products business owned and
operated by Norandal USA, Inc. -- Downstream Business -- pursuant
to Section 363(b) of the Bankruptcy Code.  On March 21, 2016, the
Court entered an order approving bidding procedures with respect to
the sale of the Downstream Business.  The hearing to approve the
sale of the Downstream Business is currently scheduled for July 14,
2016.

As amended, the Milestones also required the Debtors to deliver, on
or before May 20, 2016, a five-year business plan relating to their
Upstream Business.  On April 8, 2016, the Debtors delivered the
Business Plan to their DIP lenders.  This was followed by an
amended business plan on May 19, 2016, which satisfied the Debtors'
obligations under such milestone.

In addition, the Debtors were required, on or before May 29, 2016,
to file a Chapter 11 plan relating to their Upstream Business or
file a motion to establish bid procedures for the sale of such
business under Section 363 of the Bankruptcy Code.  This deadline
has since been extended to June 13, 2016.  The Debtors believe, in
consultation with their lenders, consultants and other
parties-in-interest, that launching a sale process for the Upstream
Business will maximize value for these estates and is therefore
both a valid exercise of the Debtors' business judgment and
consistent with their fiduciary duties to their stakeholders.

The Debtors seek to run a sale process that:

   (i) is open to all potential bidders, including current
participants in the Debtors' capital structure, parties previously
involved in the Downstream Sale Process and other potential third
party purchasers,

  (ii) contemplates the sale of all or substantially all of the
Subject Assets or one or more Lots (or any combination thereof)
comprising the Upstream Business assets; and

(iii) protects the best interests of the Debtors' estates and
creditors.

The Sale(s) of the Subject Assets are intended to relieve the
estates of substantial obligations relating to such assets, reduce
the estates' liabilities through the assumption and assignment of
the relevant executory contracts and/or unexpired leases and avoid
the further deterioration in the value of the Subject Assets -- all
through the prompt sale thereof.  Moreover, the Sale(s) should
provide the estates with the liquidity necessary to wind down the
remaining estates in a responsible fashion.

In sum, the Debtors, in consultation with their advisors, believe
that pursuing a Sale at this time for the Upstream Business is the
course of action most likely to maximize value.  Indeed, the
approach described herein facilitates the launch of the sale
process in accordance with the Milestones without the delay
attendant to first negotiating a stalking horse agreement.

Accordingly, the Debtors seek authority to implement a sale process
as outlined in the Bidding Procedures for the Upstream Business so
as to efficiently market and solicit offers for the Subject Assets.


The Debtors propose this timeline for the Sale:

   * A bid deadline of Sept. 15, 2016 at 5:00 p.m. (prevailing
Eastern Time);

   * A sale objection deadline of Sept. 20, 2016 at 5:00 p.m.
(prevailing Central Time);

   * An auction of Sept. 22, 2016 at 10:00 a.m. (prevailing Eastern
Time); and

   * Subject to the Court's availability, a sale hearing on Sept.
27, 2016.

The Debtors request that the Court approve the Bidding Procedures,
the Assumption and Assignment Procedures and the various notices.
In addition, the Bidding Procedures set forth the timetable for
conducting the Auction and having a Sale Hearing.  Upon conclusion
of the Auction and selection of the highest or otherwise best
bid(s), the Debtors will request the Court to enter the proposed
Sale Order authorizing and approving the Sale free and clear of
Interests.  At the Sale Hearing, the Debtors will also seek
approval pursuant to Section 365 of the Bankruptcy Code of the
assumption and assignment of the relevant executory contracts
and/or unexpired leases to the Successful Bidder(s) for the
applicable Subject Assets.

The Prepetition Secured Creditors and the DIP Lenders will have the
right, subject in all respects to the Bankruptcy Code and other
applicable law, to credit bid all or any portion of the aggregate
amount of their applicable outstanding secured obligations pursuant
to Section 363(k) of the Bankruptcy Code.

The Debtors reserve the right, at any time before Aug. 8, 2016 to
enter into one or more purchase agreement(s), subject to higher or
otherwise better offers at the auction, with any qualified bidder
that submits a qualified bid (the "stalking horse bidder")
acceptable to the Debtors to establish a minimum qualified bid for
all or substantially all of the Subject Assets or for any
applicable Lot at the Auction.

The Motion is scheduled for hearing on July 14, 2016 at 10:00 a.m.
(prevailing Central Time) before the Honorable Barry S. Schermer in
Bankruptcy Courtroom 5 North, in the Thomas F. Eagleton U.S.
Courthouse, 111 South Tenth Street, St. Louis, Missouri 63102.  Any
response or objection to this motion must be filed with the Court
by July 7, 2016 at 5:00 p.m.

Counsel to the Debtors:

         CARMODY MACDONALD P.C.
         Christopher J. Lawhorn, Esq.
         Angela L. Drumm, Esq.
         Colin M. Luoma, Esq.
         120 S. Central Avenue, Suite 1800
         St. Louis, Missouri 63105
         Telephone: (314) 854-8600
         Facsimile: (314) 854-8660
         E-mail: cjl@carmodymacdonald.com
                 ald@carmodymacdonald.com
                 cml@carmodymacdonald.com

                  - and -

         PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
         Alan W. Kornberg, Esq.
         Elizabeth R. McColm, Esq.
         Sarah Harnett, Esq.
         1285 Avenue of the Americas
         New York, New York 10019
         Telephone: (212) 373-3000
         Facsimile: (212) 757-3990
         E-mail: akornberg@paulweiss.com
                 emccolm@paulweiss.com
                 sharnett@paulweiss.com

Investment banker for the Debtors:

         PJT PARTNERS LP
         280 Park Avenue, 20th Floor
         New York, NY 10017
         Attn: James H. Baird
               Kerry Greer
         E-mail: baird@pjtpartners.com
                 greer@pjtpartners.com

                      About Noranda Aluminum

Noranda Aluminum, Inc., and 10 of its affiliates filed separate
Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. 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.


NORTEL NETWORKS: Resolves LSI Bid for Ch. 7 Conversion
------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors submitted to the
U.S. Bankruptcy Court for the District of Delaware, their response
to Liquidity Solutions, Inc.'s motion seeking the conversion of
their cases to Chapter 7 liquidation.

The Debtors tell the Court that they have developed a proposal that
would consensually resolve LSI's Motion and obviate the need for
the Court to consider or resolve other issues raised by the Motion,
and the various objections and responses filed thereto.

The Debtors contend that their proposed resolution, which is agreed
to by LSI, seeks approval of more narrow relief including:

     (a) NNI's payment from cash on hand, subject to compliance
with applicable legal requirements, of administrative, priority and
secured claims against NNI that are either scheduled as undisputed,
non-contingent and liquidated (where no subsequent claim has been
filed) or that are claims that have been allowed by Court order or
under a Court-approved claims procedure;

     (b) Express confirmation in the Court order that such payments
will not prejudice NNI's right to an allocation of sale proceeds or
result in other prejudice;

     (c) Withdrawal of the remainder of LSI's motion with prejudice
(subject to LSI's right to seek future relief upon a showing of
cause as a result of a substantial change in facts and
circumstances after a significant passage of time); and

     (d) In furtherance of the consensual resolution of the Motion,
NNI's payment of LSI's reasonable documented attorneys' fees, in an
amount not to exceed $30,000, in full resolution of LSI's request
for payment of counsel fees incurred in connection with the filing
and prosecution of the Motion.

"The Debtors posit that the proposed Order and the more narrow
relief contemplated therein is warranted under the record in these
cases and because it strikes a balance between the relief sought by
LSI and the need to avoid potential prejudice to NNI's other
creditors or avoid undue waste of estate resources through
avoidable litigation.  Among other things, approval of the more
limited relief proposed by the Debtors would eliminate the need for
the Court to consider whether distributions to general unsecured
creditors from cash on hand are feasible or appropriate where no
administrative bar date has been set, whether sale proceeds can or
should be released to make the additional interim distributions
originally sought by LSI, or whether prior settlements and orders
of the Court preclude the additional findings sought by LSI with
respect to the entitlement of bondholders to receive distributions
on a pari passu basis with other general unsecured creditors, among
other issues," the Debtors aver.

The Official Committee of Unsecured Creditors supported the
Debtors' proposed resolution.  "Following numerous discussions with
the Debtors and LSI since the filing of the Motions, the Committee
believes that the Debtors can satisfy all administrative, priority,
and secured claims against NNI that (i) are scheduled as
undisputed, non-contingent and liquidated (where no subsequent
claim has been filed) or (ii) were allowed by Court order or under
a Court-approved claims procedure on or before June 1, 2016,
without causing prejudice to any of the Debtors' unsecured
creditors, and just as importantly, to the Debtors' estates in
seeking to bring these chapter 11 cases to conclusion. Moreover,
approval of the limited relief embodied in the Proposed Consensual
Order will spare the Debtors and their estates from the additional
expense and distraction that would result from litigating the other
forms of relief requested in the Motions and the significant
prejudice that would result if the Motions were granted in full,"
the Official Committee contends.

                   PBGC's Response to LSI Motion

The Pension Benefit Guaranty Corporation ("PBGC") relates that it
has no objection to the proposed relief sought by the Debtors to
resolve LSI's Motion.  The PBGC tells the Court that it does not
waive and reserves all its rights with regard to the amount,
priority and treatment of its claims against the Debtors.  In order
to address its concern, the PBGC requests that the Court add the
following language to the Debtors' proposed order:

     "Nothing set forth herein is intended to affect the amount,
priority, and treatment of PBGC's claims against the Debtors,
including its rights under the order entered on October 13, 2009,
approving NNI's stipulation with PBGC, or any defenses to such
claims."

The PBGC says that the Debtors' counsel has informed its counsel
that they concur with this change to the proposed order.

Nortel Networks Inc. and its affiliated debtors are represented
by:

          James L. Bromley, Esq.
          Jeffrey A. Rosenthal, Esq.
          Lisa M. Schweitzer, Esq.
          CLEARY GOTTLEIB STEEN & HAMILTON LLP
          One Liberty Plaza
          New York, NY 10006
          Telephone: (212)225-2000
          Facsimile: (212)225-3999
          E-mail: jbromley@cgsh.com
                  jrosenthal@cgsh.com
                  lschweitzer@cgsh.com

                  - and -

          Derek C. Abbott, Esq.
          Andrew R. Remming, Esq.
          Tamara K. Minnott, Esq.
          MORRIS, NICHOLS, ARSHT & TUNNELL LLP
          1201 North Market Street
          P.O. Box 1347
          Wilmington, DE 19801
          Telephone: (302)658-9200
          Facsimile: (302)658-3989
          E-mail: dabbott@mnat.com
                  aremming@mnat.com
                  tminott@mnat.com

The Official Committee of Unsecured Creditors of Nortel Networks,
Inc. and its affiliated debtors is represented by:

          Christopher M. Samis, Esq.
          WHITEFORD, TAYLOR & PRESTON LLC
          The Renaissance Centre
          405 North King Street, Suite 500
          Wilmington, DE 19801
          Telephone: (302)353-4144
          E-mail: csamis@wtplaw.com

                  - and -

          Fred S. Hodara, Esq.
          David H. Botter, Esq.
          Abid Qureshi, Esq.
          Brad M. Kahn, Esq.
          AKIN GUMP STRAUSS HAUER & FELD LLP
          One Bryant Park
          New York, NY 10036
          Telephone: (212)872-1000
          E-mail: fhodara@akingump.com
                  dbotter@akingump.com
                  aqureshi@akingump.com
                  bkahn@akingump.com

The Pension Benefit Guaranty Corporation is represented by:

          Israel Goldowitz, Esq.
          Charles L. Finke, Esq.
          Garth D. Wilson, Esq.
          Vicente Matias Murrel, Esq.
          Marc S. Pfeuffer, Esq.
          PENSION BENEFIT GUARANTY CORPORATION
          1200 K Street, N.W., Suite 340
          Washington, D.C. 20005-4026
          Telephone: (202)326-4020, ext. 3580
          Facsimile: (202)326-4112

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced
a proceeding with the Ontario Superior Court of Justice under the
Companies' Creditors Arrangement Act (Canada) seeking relief from
their creditors.  Ernst & Young was appointed to serve as monitor
and foreign representative of the Canadian Nortel Group.  That
same
day, the Monitor sought recognition of the CCAA Proceedings in
U.S.
Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter
15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court
for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., and Howard S.
Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New
York,
serve as the U.S. Debtors' general bankruptcy counsel; Derek C.
Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington,
serves as Delaware counsel.  The Chapter 11 Debtors' other
professionals are Lazard Freres & Co. LLC as financial advisors;
and Epiq Bankruptcy Solutions LLC as claims and notice agent.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in respect of the U.S. Debtors.

An ad hoc group of bondholders also was organized.  An Official
Committee of Retired Employees and the Official Committee of
Long-Term Disability Participants tapped Alvarez & Marsal
Healthcare Industry Group as financial advisor.  The Retiree
Committee is represented by McCarter & English LLP as Delaware
counsel, and Togut Segal & Segal serves as the Retiree Committee.
The Committee retained Alvarez & Marsal Healthcare Industry Group
as financial advisor, and Kurtzman Carson Consultants LLC as its
communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.

The trial on how to divide proceeds among creditors in the U.S.,
Canada, and Europe commenced on Sept. 22, 2014.  The question of
how to divide $7.3 billion raised in the international bankruptcy
of Nortel Networks Corp. was answered on May 12, 2015, by two
judges, one in the U.S. and one in Canada.

According to The Wall Street Journal, Justice Frank Newbould of
the
Ontario Superior Court of Justice in Toronto and Judge Kevin Gross
of the U.S. Bankruptcy Court in Wilmington, Del., agreed on the
outcome: a modified pro rata split of the money.


NUANCE COMMUNICATIONS: S&P Assigns 'BB-' Rating on $300MM Notes
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue rating and '3' recovery
rating to Burlington, Mass.-based natural language technology and
imaging solutions provider Nuance Communications Inc.'s proposed
$300 million unsecured senior notes due 2024.  The '3' recovery
rating indicates S&P's expectation of "meaningful" (50% to 70%;
lower half of the range) recovery in the event of default.  The
company will use the net proceeds for acquisitions and general
corporate purposes including working capital and capital
expenditures.

The company's notes offering does not affect S&P's 'BB-' corporate
credit rating on the company.  Nuance Communications' pro forma
leverage (including S&P's surplus cash adjustment) was in the
low-4x area as of March 31, 2016.  S&P expects Nuance
Communications' leverage to remain in the low-4x area over the next
12 months. Nuance has experienced flat revenue growth but cost
savings initiatives have yielded some margin improvement and
continued good free operating cash flow.

S&P's corporate credit rating on Nuance Communications reflects the
company's competition against larger industry players, high
research and development spending to maintain its competitive
position, revenue growth challenges, and declining traditional
health care transcription business.  However, the company's leading
position in voice and language technology, significant recurring
revenue base, and diverse end-market exposure somewhat offset those
factors.  

RATINGS LIST

Nuance Communications Inc.
Corporate Credit Rating             BB-/Stable/--

New Rating

Nuance Communications Inc.
$300 mil. notes due 2024
Senior Unsecured                    BB-
  Recovery Rating                    3L


OATH CORPORATION: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Oath Corporation
        1938 Murrell Road
        Rockledge, FL 32955

Case No.: 16-03988

Chapter 11 Petition Date: June 15, 2016

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Christopher R. Lim, Esq.
                  A.I.M. LAW GROUP
                  PO Box 568163
                  Orlando, FL 32856
                  Tel: 407-279-1246
                  E-mail: chrisgtg@gmail.com

Estimated Assets: $50,000 to $100,000

Estimated Liabilities: $1 million to $10 million

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


OLD COLD: Wants Exclusive Plan Filing Deadline Moved to Oct. 25
---------------------------------------------------------------
Old Cold, LLC, asks the U.S. Bankruptcy Court for the District of
New Hampshire to extend the exclusive period for the Debtor to file
a Chapter 11 plan through Oct. 25, 2016, and the period for the
Debtor to solicit acceptances of the plan through Dec. 24, 2016.

A hearing on the request is set for July 12, 2016, at 11:00 a.m.
(E.T.).  Objections to the Plan must be filed by July 5, 2016, 4:00
p.m. (E.T.).

The Debtor's Exclusive Filing Period and Solicitation Period will
expire on June 27, 2016, and Aug. 28, 2016, respectively.

The Debtor believes that an expeditious restructuring is crucial to
preserving the value of its businesses and is in the best interests
of the estate and all its stakeholders.  The Debtor has repeatedly
demonstrated its continuing commitment toward an expeditious
restructuring.  

The Debtor sought a sale of its assets and now seeks to wind down
its remaining assets.  The Debtor expects to file certain
objections to claims and seek the approval of a plan of liquidation
in due course.  Further the outcomes of the pending appeals will
greatly impact the Debtor's ability to reorganize.  Currently oral
argument in both appeals is scheduled for July 18, 2016, before the
Bankruptcy Appellate Panel.  Accordingly, no decision will be
rendered prior to the current Exclusive Periods.  Further, there
needs to be sufficient time for the BAP to render its opinion and
for the Debtor to consider its restructuring alternatives as a
result of any decisions.

The Debtor's counsel can be reached at:

      NIXON PEABODY LLP
      Daniel W. Sklar, Esq.
      Christopher Desiderio, Esq.
      Christopher Fong, Esq.
      Nixon Peabody LLP
      900 Elm Street
      Manchester, NH 03101
      Tel: (603) 628-4000
      E-mail: dsklar@nixonpeabody.com
              cdesiderio@nixonpeabody.com
              cfong@nixonpeabody.com

Based in Portsmouth, New Hampshire, Old Cold, LLC, is a material
innovation company, with the front-facing brands of Coolcore and
Dr. Cool.  Coolcore, the global leader in chemical-free cooling
fabrics, has partnerships to develop fabrics for consumer brands
throughout the world.  Dr. Cool is a consumer goods brand based on
the foundation of chemical-free cooling products.

Old Cold filed for Chapter 11 bankruptcy protection (Bankr. D. N.H.
Case No. 15-11400) on Sept. 1, 2015.


OLIN CORP: Egan-Jones Cuts FC Sr. Unsecured Rating to BB
--------------------------------------------------------
Egan-Jones Ratings Company downgraded the foreign currency senior
unsecured rating on debt issued by Olin Corp. to BB from BBB- on
June 1, 2016.  

Based in Clayton, Missouri, The Olin Corporation is an American
manufacturer of ammunition, chlorine, and sodium hydroxide.


PACIFIC 9 TRANSPORTATION: U.S. Trustee Forms 7-Member Committee
---------------------------------------------------------------
The Office of the U.S. Trustee on June 14 appointed seven creditors
of Pacific 9 Transportation, Inc., to serve on the official
committee of unsecured creditors.

The committee members are:

     (1) Daniel Linares
         12820 1st Avenue
         Lynwood, CA 90262
         Telephone: (213) 305-8085

     (2) Amador Rojas
         264 E. Santa Anita Avenue, Apt. F
         Burbank, CA 91502
         Telephone: (818) 482-7264
         Email: agustinroj asc@hotmail.com

     (3) Fariborz Rostamian
         13342 Diamond Head Drive
         Tustin, CA 92780
         Telephone: (916) 221-1920
         Email: frostamian@hotmail.com

     (4) Gilberto Camacho
         17054 Cambria Avenue
         Fontana, CA 92336
         Telephone: (805) 207-6647

     (5) Hugo Pelayo
         1339 W. Shamrock Street
         Rialto, CA 92376
         Telephone: (818) 200-6057

     (6) Jaime Guerrero
         1311 E. 53rd Street
         Long Beach, CA 90805
         Telephone: (562) 567-5651

     (7) Fernando Flores
         6334 Bear Avenue, Apt. A
         Bell, CA 90201
         Telephone: (323) 420-8435
         Email: tj_90201@yahoo.com

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

                 About Pacific 9 Transportation

Pacific 9 Transportation, Inc. sought protection under Chapter 11
of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 16-15447) on
April 26, 2016.  

The petition was signed by Le Phan, CFO. The case is assigned to
Judge Julia W. Brand.

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


PACIFIC DRILLING: S&P Cuts CCR to CCC+ on Contracting Difficulties
------------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Pacific
Drilling S.A. to 'CCC+' from 'B-'.  The outlook is negative.

At the same time, S&P lowered the issue-level rating on the
company's secured 2013 credit facility to 'B' from 'B+'.  S&P also
lowered the rating on the company's term loan and notes to 'B-'
from 'B'.  The recovery rating remains '1' on the 2013 credit
facility, indicating S&P's expectation of very high (90%-100%)
recovery, and '2' on the term loan and notes, indicating S&P's
expectation of substantial (70% to 90%, lower half of the range)
recovery, in the event of a payment default.

"The downgrade reflects our expectation that market conditions will
remain depressed into 2018, which will make obtaining new contracts
for ultra-deepwater vessels challenging," said S&P Global Ratings
credit analyst Michael Tsai.  The negative outlook reflects S&P's
expectation that it could lower the rating if S&P expects the
company to breach financial covenants or if S&P believes it will be
unable to extend or refinance upcoming debt maturities in 2017 or
2018.

S&P could revise the outlook to stable if Pacific Drilling's credit
measures stabilize, such that S&P believes the company will not
breach financial covenants, and the company is able to extend its
upcoming 2017 and 2018 debt maturities outside of a distressed
transaction.


PALMAZ SCIENTIFIC: No Competing Bids vs. Vactronix's $22.6M
-----------------------------------------------------------
Palmaz Scientific Inc., et al., are expected to move forward with
the sale of substantially all assets to Vactronix Scientific, Inc.,
for $22,600,000 as no qualified competing bids were submitted by
the June 8, 2016 deadline.

Since the initiation of the cases, the Debtors have explored the
possibility of selling the Debtors' assets.  In connection
therewith, the Debtors employed, with Court approval, Gerbsman
Partners to assist in marketing the assets to third parties.  

The Debtors have negotiated an agreement for Vactronix Scientific,
Inc., a creditor of Palmaz Scientific, Inc. and owned directly or
indirectly by an insider of the Debtors, to act as a "stalking
horse" bidder for the assets.  The Debtors signed a contract to
sell the assets to Vactronix for $22,600,000 (which is in the form
or cash and a credit bid), subject to higher and better offers.

On June 3, 2016, the Debtors won approval of bid procedures, which
set a June 8 deadline for competing bids, and a June 10 auction and
sale hearing.

The Debtors said in their First Amended Disclosure Statement, filed
June 10, 2016, that although someone appeared at the June 8, 2016
Disclosure Statement hearing and made an oral offer for one asset,
no third party bidder qualified to bid pursuant to the
Court approved bid procedures.

After consummation of the sale (which the Debtors anticipate to
occur on or as soon after the Plan’s Effective Date as possible,
the proceeds of the sale will be distributed to the creditors
pursuant to the terms of the Plan.  Under the Plan, secured and
unsecured creditors are unimpaired and will be paid in full.
Equity holders will be paid from what's left of the estates after
creditors are paid in full.  Equity holders are due to send their
ballots by June 24.  The confirmation hearing is scheduled for June
27.

The Debtors are represented by:

          William B Kingman
          LAW OFFICES OF WILLIAM B. KINGMAN, P.C.
          4040 Broadway, Suite 450
          San Antonio, TX 78205
          Telephone: (210) 829-1199
          Facsimile: (210) 821-1114
          E-mail: bkingman@kingmanlaw.com

                    About Palmaz Scientific Inc.

Headquartered in San Antonio, Texas, Palmaz Scientific is a
research and development company dedicated to the advancement of
the technology and science of medical implants.

Palmaz Scientific Inc., Advanced Bio Prosthetic Surfaces, Ltd.,
ABPS Management, LLC and ABPS Venture One, Ltd., filed Chapter 11
bankruptcy petitions (Bankr. W.D. Tex. Proposed Nos. 16-50552,
16-50555, 16-50556 and 16-50554, respectively) on March 4, 2016.
The petitions were signed by Eugene Sprague as director.

The cases are assigned to Judge Craig A. Gargotta.

Palmaz estimated 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.


PARAGON OFFSHORE: Wants Plan Filing Period Extended to Aug. 12
--------------------------------------------------------------
Paragon Offshore plc and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware to extend their (i)
exclusive filing period for a period of 60 days through and
including Aug. 12, 2016, and (ii) exclusive solicitation period for
60 days through and including Oct. 11, 2016.

A hearing on the request will be held on July 7, 2016, at 12:00
p.m. (ET).  Objections to the request must be filed by June 27,
2016, at 4:00 p.m. (ET).

The Debtors' initial Exclusive Filing Period and Exclusive
Solicitation Period currently are set to expire June 13, 2016, and
Aug. 12, 2016, respectively.

On April 19, 2016, the Debtors filed fully executed versions of the
Plan and the Disclosure Statement.  On April 22, 2016, the Debtors
commenced solicitation of votes to accept or reject the Plan.  The
Debtors' plan confirmation hearing is scheduled to commence on June
21, 2016.

The Debtors have made significant progress in furtherance of
reorganization under Chapter 11, including stabilizing their
business, reaffirming relationships with key economic stakeholders
and vendors, implementing cost reduction measures, and generally
administering these Chapter 11 cases efficiently and economically.
The Debtors have also proposed a Plan that will, among other
things, (i) reduce the Debtors' existing debt by over $1 billion;
(ii) eliminate the potential risk of costly multi-party litigation;
and (iii) provide for an ongoing interest for current equity
holders.  

The Debtors assure the Court that they are not seeking an extension
of the Exclusive Periods as a negotiation tactic, to artificially
delay the conclusion of these Chapter 11 cases, or to hold
creditors hostage to the Plan.  The requested relief is intended to
provide the Debtors with flexibility necessary to
accommodate for any unforeseen or unpredictable plan confirmation
related delays/adjournments.

The Debtors have more than sufficient liquidity (in excess of $300
million unencumbered cash on hand), are paying administrative
expenses as they come due, and will continue to do so.

As set forth in the monthly operating reports filed to date, the
Debtors made approximately $98 million in disbursements between the
Petition Date and April 30, 2016.  This significant amount of
postpetition disbursements provides clear evidence that the Debtors
are timely abiding by their postpetition payment obligations.

The Debtors' Chapter 11 cases are undeniably large and complex.
These Chapter 11 cases involve 26 Debtors with over $2 billion in
secured and unsecured debt.  The size and complexity of the
Debtors' businesses, assets, corporate structure, employee
relationships, vendor relationships and financing arrangements,
when coupled with the adverse conditions facing the oil and gas
industry as a whole, placed a heavy burden on the Debtors'
management, employees and advisors prior to and following the
Petition Date.

The Debtors' counsel can be reached at:

      RICHARDS, LAYTON & FINGER, P.A.
      Mark D. Collins, Esq.
      Paul N. Heath, Esq.
      Amanda R. Steele, Esq.
      Joseph C. Barsalona II, Esq.
      One Rodney Square
      920 North King Street
      Wilmington, Delaware 19801
      Tel: (302) 651-7700
      Fax: (302) 651-7701
      E-mail: collins@rlf.com
              heath@rlf.com
              steele@rlf.com
              barsalona@rlf.com

                and

      WEIL, GOTSHAL & MANGES LLP
      Gary T. Holtzer, Esq.
      Stephen A. Youngman, Esq.
      Alfredo R. Perez, Esq.
      767 Fifth Avenue
      New York, New York 10153
      Tel: (212) 310-8000
      Fax: (212) 310-8007
      E-mail: gary.holtzer@weil.com
              stephen.youngman@weil.com
              alfredo.perez@weil.com

The counsel to JPMorgan Chase Bank, N.A., as administrative agent
under the senior Secured Revolving Credit Agreement, dated as of
June 17, 2014, and as collateral agent under the Guaranty and
Collateral Agreement, dated as of July 18, 2014, can be reached
at:

      Simpson Thacher & Bartlett LLP
      Sandeep Qusba, Esq.
      Kathrine A. McLendon, Esq.
      Morris J. Massel, Esq
      425 Lexington Avenue
      New York, NY 10017
      E-mail: squsba@stblaw.com
              kmclendon@stblaw.com
              mmassel@stblaw.com

The counsel to Cortland Capital Market Services L.L.C., as
administrative agent under the Senior Secured Term Loan Agreement,
dated as of July 18, 2014, can be reached at:

      Kaye Scholer LLP
      Mark F. Liscio, Esq.
      Scott D. Talmadge, Esq.
      250 West 55th Street
      New York, NY 10019
      E-mail: mark.liscio@kayescholer.com
              scott.talmadge@kayescholer.com

The counsel to Deutsche Bank Trust Company Americas as trustee
under the Senior Notes Indenture, dated as of July 18, 2014, for
the 6.75% Senior Notes due 2022 and the 7.25% Senior Notes due 202,
can be reached at:

      Morgan, Lewis, & Bockius LLP
      James O. Moore, Esq.
      Glenn E. Siegel, Esq.
      Joshua Dorchak, Esq.
      101 Park Avenue
      New York, NY 10178
      E-mail: james.moore@morganlewis.com
              glenn.siegel@morganlewis.com
              joshua.dorchak@morganlewis.com

The counsel to certain holders of the 6.75% Senior Notes due 2022
and the 7.25% Senior Notes due 2024 can be reached at:

      Paul, Weiss, Rifkind, Wharton, & Garrison LLP
      Andrew N. Rosenberg, Esq.
      Elizabeth R. McColm, Esq.
      1285 Avenue of the Americas
      New York, NY 10019
      E-mail: arosenberg@paulweiss.com
              emccolm@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.


PARAGON SHIPPING: Enters Into Debt Waiver Agreement with Lenders
----------------------------------------------------------------
Paragon Shipping Inc. on June 16, 2016, disclosed that it has
entered into an agreement with the last of its credit lenders,
Unicredit Bank AG, pursuant to which, the Company was discharged
from all of its obligations under the loan agreement, including a
waiver of the outstanding debt amount of $8,317,750, in exchange
for the payment of interest in the amount of $50,000.

                    About Paragon Shipping Inc.

Paragon Shipping -- http://www.paragonship.com/-- is an
international shipping company incorporated under the laws of the
Republic of the Marshall Islands with executive offices in Athens,
Greece, specializing in the transportation of drybulk cargoes.
Paragon Shipping's current newbuilding program consists of three
Kamsarmax drybulk carriers that are scheduled to be delivered in
the third and fourth quarters of 2016.  The Company's common shares
trade on the OTC Markets' OTCQB Venture Market under the symbol
"PRGNF", and FINRA has designated its Senior Unsecured Notes as
corporate bonds that are TRACE eligible under the symbol
"PRGN4153414".


PARKER DRILLING: Egan-Jones Cuts FC Sr. Unsec. Rating to CCC
------------------------------------------------------------
Egan-Jones Ratings Company downgraded the foreign currency senior
unsecured rating on debt issued by Parker Drilling Co to CCC from
B+ on June 2, 2016.  EJR also lowered the commercial paper rating
on the Company to C from A3.

Parker Drilling Company is a provider of contract drilling, and
drilling-related services and rental tools.


PEABODY ENERGY: Seeks Approval of Key Employee Retention Plan
-------------------------------------------------------------
Peabody Energy Corporation and its affiliated debtors ask the U.S.
Bankruptcy Court for the Eastern District of Missouri, Eastern
Division, to approve their Key Employee Retention Plan ("KERP").

"Departing employees have become exceedingly difficult, if not
impossible, to replace.  The challenges facing the Debtors'
industry have led to the disruption of succession planning at all
levels of the Debtors' business and in some instances, have created
holes in critical skill areas.  Moreover, the Debtors' efforts to
replace critical employees through recruitment have been hampered
in recent years.  Given the current distressed state of the coal
industry generally, and the Debtors' recent restructuring efforts,
candidates with transferable skills are reluctant to commit to
taking a position in the coal industry and/or relocating to accept
a position with the Debtors.  These factors, combined with
reductions in employee compensation programs offered by the
Debtors, have rendered the Debtors less able to compete with other
employers for highly qualified employees with transferable skills.
As a result, the Debtors have been exposed to a critical talent
drain in many departments, which they have attempted to address
through the KERP," the Debtors aver.

The KERP contains, among others, these relevant terms:

     (a) Key Employees: 42 non-insider employees who are critical
to the Debtors' continued business and successful reorganization of
the estates.  The Key Employees work in various facets of the
Debtors' business, including finance, operations, legal, sales,
marketing, human resources and information technology.

      (b) KERP Award: The tier in which a Key Employee is placed,
and his or her position within the Debtors determines the sizes of
the KERP Award.  The awards are defined as percentages of base
salary and range from 40% (a Tier 1 senior vice president) to 25%
(a Tier 3 individual contributor).  If a Key Employee is still
employed by the Debtors on the date the Debtors emerge from the
chapter 11 cases, then the Key Employee will receive a payment
under the terms of the KERP.  If a Key Employee is not employed by
the Debtors on the date the Debtors emerge from the chapter 11
cases, the Key Employee will not receive a KERP Award.

     (c) KERP Funds:  The KERP will cost the Debtors no more than
$3.24 million.  As currently drafted, and as reflected in the KERP
Schedule, the KERP will cost the Debtors approximately $2.74
million.  The highest potential KERP Award for any individual Key
Employee is $134,000.

"Due to the high rate of employment turnover at the Debtors'
business to date, the Debtors anticipate that some employees,
including Key Employees, may voluntarily end their employment
during the pendency of these cases.  The Debtors believe that the
departure of any Key Employees will cause hardship to the Debtors'
operations and path to emerge from chapter 11 efficiently, and it
will then become even more crucial for the Debtors to retain
talented and experienced employees.  In addition, those employees
may be promoted or asked to take on significantly greater
responsibility. The Debtors therefore request that the Court
authorize, but not direct the Debtors to: (a) modify any Key
Employee's KERP Award, without further order of the Court, in the
event that such Key Employee is promoted or is affected by a
department reorganization that, in the sole judgment of the
Debtors... warrants an adjustment to the Key Employee's KERP Award;
and (b) to provide a KERP Award to any non-insider employee not
currently included in the KERP if such employee becomes, in the
sole judgment of the Debtors... a Key Employee during the pendency
of these chapter 11 cases.  Notwithstanding the above, the KERP
Funds will not exceed $3.24 million without further order of this
Court," the Debtors contend.

Peabody Energy Corporation and its affiliated debtors are
represented by:

          Steven N. Cousins, Esq.
          Susan K. Ehlers, Esq.
          ARMSTRONG TEASDALE LLP
          7700 Forsyth Boulevard, Suite 1800
          St. Louis, MO 63105
          Telephone: (314)621-5070
          Facsimile: (314)612-2239
          E-mail: scousins@armstrongteasdale.com
                  sehlers@armstrongteasdale.com


                  - and -


          Heather Lennox, Esq.
          JONES DAY
          North Point
          901 Lakeside Avenue
          Cleveland, OH 44114
          Telephone: (216)586-3939
          Facsimile: (216)579-0212
          E-mail: hlennox@jonesday.com

                  - and -

          Amy Edgy, Esq.
          Daniel T. Moss, Esq.
          JONES DAY
          51 Louisiana Avenue, N.W.
          Washington, D.C. 20001-2113
          Telephone: (202)879-3939
          Facsimile: (202)626-1700
          E-mail: aedgy@jonesday.com

                 About Peabody Energy Corporation

Headquartered in St. Louis, Missouri, Peabody Energy Corporation
claims to be the world's largest private-sector coal company.  As
of Dec. 31, 2014, the Company owned interests in 26 active coal
mining operations located in the United States (U.S.) and
Australia.  The Company has a majority interest in 25 of those
mining operations and a 50% equity interest in the Middlemount
Mine in Australia.  In addition to its mining operations, the
Company markets and brokers coal from other coal producers, both
as principal and agent, and trade coal and freight-related
contracts through trading and business offices in Australia,
China, Germany, India, Indonesia, Singapore, the United Kingdom
and the U.S.

Peabody posted a net loss of $1.988 billion for 2015, wider from
the net loss of $777 million in 2014 and the $513 million net
loss in 2013.

At Dec. 31, 2015, the Company had total assets of $11.02 billion
against $10.1 billion in total liabilities, and stockholders'
equity of $919 million.

On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code.  The 154 cases are pending joint
administration before the Honorable Judge Barry S. Schermer under
Case No. 16-42529 in the U.S. Bankruptcy Court for the Eastern
District of Missouri.

As of the Petition Date, PEC has approximately $4.3 billion in
outstanding secured debt obligations and $4.5 billion in
outstanding unsecured debt obligations.

The Debtors tapped Jones Day as general counsel; Armstrong,
Teasdale LLP as local counsel; Lazard Freres & Co. LLC and
investment banker Lazard PTY Limited as investment banker; FTI
Consulting, Inc., as financial advisors; and Kurtzman Carson
Consultants, LLC, as claims, ballot and noticing agent.


PEAK WEB: Hires Susman Godfrey as Litigation Counsel
----------------------------------------------------
Peak Web LLC desires to employ Susman Godfrey LLP as its special
purpose counsel to provide representation in connection with all
claims of the Debtor against Machine Zone, Inc. and Epic War, LLC
for damages arising from the claims pending in Peak Web LLC v.
Machine Zone, Inc., et al., No. 1-15-cv-288681 (Cal. Sup. Ct. Santa
Clara Cty.), and any related actions, as well as the defense of
claims asserted against Debtor in Machine Zone, Inc. v. Peak Web,
LLC, No. 1-15-cv-288498 (Cal. Sup. Ct. Santa Clara Cty.).

Because the timing of the conclusion of the Machine Zone Litigation
cannot be reasonably ascertained and may occur after confirmation
of the Debtor's Plan of Reorganization, the Debtor requests that it
be permitted to pay Susman Godfrey its contingent fee pursuant to
the Agreement, without further notice or order of the Court, and
that Susman Godfrey not be required to file any fee applications
with the Court.

The firm's contingent fee will vary depending on when the matter is
resolved, and the amount for which it is resolved.  Generally, the
firm's contingent fee increases with the passage of time, the work
required, and the result in the case.  The firm's contingent fee
will be calculated as follows:

    (1) for any recovery up to $20 million, the applicable
        contingent fee will be 10% of the gross sum recovered;

    (2) for any recovery between $20 million and $50 million, the
        applicable contingent fee will be 20% of the gross sum
        recovered; and

    (3) for any recoveries in excess of $50 million, the
        applicable contingent fee will be 35%, except that the
        applicable contingent fee for any recovery in excess of
        $50 million will increase to 40% of the gross sum
        recovered 30 days before the date set for trial.

Alternatively, in the event of any recovery, Susman Godfrey will,
at its sole option, have the right to receive as a contingent fee a
cash payment totaling a multiple of 2.5 times the value of its time
invested in the case (as a multiple of each timekeeper's hourly
rates times the time spent by each timekeeper on the matter),
provided that the maximum contingent fee under this alternative
will be 29% of the gross sum recovered.

Although Susman Godfrey will be compensated on a contingent fee
basis, Susman Godfrey will nonetheless track its time because,
under certain circumstances, the value of Susman Godfrey's time may
be used to compute the contingent fee.  Accordingly, the
professionals who will be primarily responsible for providing
services, their status, and their billing rates are as follows:

     Attorney Name          Status         Hourly Rate
     -------------          ------         -----------
     Vineet Bhatia          Partner            $825
     Steve Morrissey        Partner            $700
     Kathy Hoek             Partner            $600
     Genevieve Vose         Partner            $550
     Oleg Elkhunovich       Associate          $450

Peak Web agrees to pay Susman Godfrey all costs and expenses of
litigation monthly.

None of the Susman Godfrey professionals included in this
engagement have varied their rate based on the geographic location
of this bankruptcy case.

The Debtor believes Susman Godfrey's billing rates are at market
rate.

In the 12 months preceding the filing of this Chapter 11 case,
Susman Godfrey received a cost deposit of $50,000.  The payment was
received on June 10, 2016.  The remaining $150,000 of the cost
deposit is due within 30 days of June 10, 2016.

Susman Godfrey represents Winthrop Resources, creditor of the
Debtor, in matters completely unrelated to this bankruptcy case.

Susman Godfrey represents other clients in matters adverse to the
following creditors of the Debtor in matters completely unrelated
to this bankruptcy case: Bank of America, AT&T Mobility, J.P.
Morgan Chase, DirecTV, Comcast, PCM, Internal Revenue Service,
Wells Fargo Bank National Association, Travelers Insurance
Companies, and Verizon.

To the best of Debtor's knowledge, the partners and associates of
Susman Godfrey do not have any connection with it, its creditors,
any other party-in-interest, or their respective attorneys or
accountants.

                          About Peak Web

Headquartered in Oregon, Peak Web, LLC dba Peak Hosting, is a
managed-service company that provides the servers, storage,
network, datacenter, and staff for some of the largest online
businesses.  Peak's operations and engineering teams currently
support 26 customers in industries spanning online and mobile
gaming, finance, real estate, consulting, and big data companies.
Peak has 50% of its data center pre-built and ready for new
customers.  This equates to about 100 racks of space, which can
accommodate approximately 2,000 additional servers for the
expansion of new and existing customers.

Peak Web sought creditor protection in the U.S. Bankruptcy Court
for the District of Oregon (Bankr. D. Ore. Case No. 16-32311) on
June 13, 2016.  The petition was signed by Jeffrey E. Papen as
CEO.

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

The Debtor has engaged Tonkon Torp LLP as counsel, Cascade Capital
Group, LLC as consultant and Susman Godfrey LLP and Ropers Majeski
Kohn Bentley PC as its litigation counsel.

The case is assigned to Judge Peter C McKittrick.


PEAK WEB: Taps Cascade Capital to Provide Consulting Services
-------------------------------------------------------------
Peak Web LLC seeks Bankruptcy Court approval of the employment of
Cascade Capital Group, LLC, as consultant to assist in its
reorganization, preparation of bankruptcy schedules, negotiation
with banks and other creditors, modeling and improving its cash
flow, providing other restructuring advisory services as necessary,
and enhancing its overall business operations.  The Debtor also
asks the Court to authorize it to employ Mark Calvert as chief
restructuring officer.

Subject to Court approval, the Debtor has agreed to compensate
Cascade Capital on an hourly basis at rates varying from $150 to
$500 per hour.  Cascade Capital individuals who will be primarily
responsible for providing the services are Mark Calvert ($500 per
hour), Charles Green ($350 per hour), and Jody Cannady ($200 per
hour).  Cascade Capital will utilize other staff at the rate of
$150 per hour.

In the 12 months preceding the filing of the Chapter 11 case,
Cascade Capital received payments from the Debtor totaling $82,500
for prepetition fees, costs, and expenses.  

All travel expenses and related lodging and meals will be
reimbursed by Peak.

Cascade Capital has not agreed to any variations from, or
alterations to, its standard or customary billing arrangements for
this engagement.

None of the Cascade Capital professionals included in this
engagement have varied their rate based on the geographic location
of this bankruptcy case.

Cascade Capital is billing the Debtor at the same effective rates
that it billed prepetition.

To the best of Debtor's knowledge, the partners and associates of
Cascade Capital do not have any connection with it, its creditors,
any other party-in-interest, or their respective attorneys or
accountants.

                       About Peak Web

Headquartered in Oregon, Peak Web, LLC dba Peak Hosting, is a
managed-service company that provides the servers, storage,
network, datacenter, and staff for some of the largest online
businesses.  Peak's operations and engineering teams currently
support 26 customers in industries spanning online and mobile
gaming, finance, real estate, consulting, and big data companies.
Peak has 50% of its data center pre-built and ready for new
customers.  This equates to about 100 racks of space, which can
accommodate approximately 2,000 additional servers for the
expansion of new and existing customers.

Peak Web sought creditor protection in the U.S. Bankruptcy Court
for the District of Oregon (Bankr. D. Ore. Case No. 16-32311) on
June 13, 2016.  The petition was signed by Jeffrey E. Papen as
CEO.

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

The Debtor has engaged Tonkon Torp LLP as counsel, Cascade Capital
Group, LLC as consultant and Susman Godfrey LLP and Ropers Majeski
Kohn Bentley PC as its litigation counsel.

The case is assigned to Judge Peter C McKittrick.


PENN VIRGINIA: Republic Offers Alternative Restructuring
--------------------------------------------------------
Republic Midstream, LLC, and Republic Midstream Marketing, LLC
("Republic") submitted to the U.S. Bankruptcy Court for the Eastern
District of Virginia, Richmond Division, an objection to Penn
Virginia Corporation, et. al.'s motion seeking authorization to
assume a Restructuring Support Agreement, Backstop Commitment
Agreement and Exit Commitment Letters.

Republic says that through a series of related contractual
arrangements, it is a strategically important counterparty to the
Debtors and, in all likelihood, the largest unsecured creditor in
these cases.  Republic further contends that it has a significant
stake in the Debtors' successful reorganization and, in particular,
the outcome of the cases for general unsecured creditors.

Through the proposed assumption of the Restructuring Support
Agreement, the Debtors seek to gain access to roughly $50 million
to fund their reorganization through a sale of New Common Stock
pursuant to the Rights Offering.  The Backstop Commitment Agreement
is intended to assure the Debtors, through the Backstop Commitment
of the Backstop Parties, that there will be sufficient buyers of
the New Common Stock offered through the Rights Offering to raise
the entire $50 million.

Republic avers that the problems with the proposed transactions are
obvious and includes the following:

     (a) only Noteholders that are Accredited Investors will be
eligible to purchase the shares through the Rights Offering;

     (b) the Rights Offering affords the Noteholders the
opportunity to buy the New Common Stock at a 25% discount to plan
value, a price that has not been market tested in any meaningful
way; and

     (c) given the attractiveness of the terms of the Rights
Offering, the proposed backstop is unnecessary, which makes the
proposed 6% backstop fee unnecessary.

Republic tells the Court that it has a better alternative and that
it is prepared to sponsor a restructuring of the Debtors on
substantially the same terms as those contained in the
Restructuring Support Agreement, including the exit financing
specified in the Exit Commitment Letters, but significant
modifications, all of which benefit unsecured creditors.  These
modifications are as follows:

     (a) Republic will increase the amount of equity funding to the
Debtors from $50 million to $80 million comprised of (i) $50
million to be raised through a Rights Offering at Emergence, of
which Republic would backstop the entire offering and fund at least
$20 million and (ii) $30 million to be provided by Republic for
additional liquidity to restart or expand the Debtors' drilling
program in the Eagle Ford Shale formation;

     (b) Republic will not charge any backstop or commitment
premium, as opposed to the 6% Commitment Premium the Backstop
Parties are seeking;

     (c) Republic will invest its money at a 20% discount to the
Debtors' current plan value, as opposed to the 25% discount
contemplated by the current Ad Hoc Committee proposal. This,
together with Republic's agreement not to charge a backstop or
commitment premium, will result in meaningfully less dilution to
holders of unsecured claims who choose not to (or, in fact, cannot)
participate in the Rights Offering.

     (d) Republic will charge no termination fee, as opposed to the
$2 million the Backstop Parties are seeking;

     (e) Republic will offer the right to invest in the new equity
to all unsecured creditors that are Accredited Investors, as
compared to the current Ad Hoc Committee proposal which limits
participation in the rights offering only to Noteholders.

"In addition to these tangible benefits, in case there is any
concern about Republic's willingness or ability to transact
quickly, Republic is prepared to execute the necessary
documentation to implement its proposed transaction immediately and
to adhere to or closely approximate the Debtors' proposed
reorganization timeline," Republic avers.

Republic Midstream, LLC, and Republic Midstream Marketing, LLC, are
represented by:

          Tyler P. Brown, Esq.
          Justin F. Paget, Esq.
          HUNTON & WILLIAMS LLP
          951 East Byrd Street
          Richmond, VA 23219
          Telephone: (804)788-8200
          Facsimile: (804)788-8218
          E-mail: tpbrown@hunton.com
                  jpaget@hunton.com

                  - and -

          Brian S. Hermann, Esq.
          Kevin O'Neill, Esq.
          PAUL, WEISS, RIFKIND, WHARTON &
          GARRISON LLP
          1285 Avenue of the Americas
          New York, NY 10019
          Telephone: (212)373-3000
          Facsimile: (212)757-3990
          E-mail: bhermann@paulweiss.com
                  koneill@paulweiss.com

                  About Penn Virginia Corporation

Based in Radnor, Pennsylvania, Penn Virginia Corporation is an
independent oil and gas company engaged in the exploration,
development and production of oil, NGLs and natural gas in various
domestic onshore regions of the United States, with a primary
focus
in the Eagle Ford Shale in South Texas.

Each of Penn Virginia Corporation, Penn Virginia Holding Corp.,
Penn Virginia MC Corporation, Penn Virginia MC Energy L.L.C., Penn
Virginia MC Operating Company L.L.C., Penn Virginia Oil & Gas
Corporation, Penn Virginia Oil & Gas GP LLC, Penn Virginia Oil &
Gas LP LLC and Penn Virginia Oil & Gas, L.P. filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va.
Case Nos. 16-32395 to 16-32403, respectively) on May 12, 2016. The
petitions were signed by Seth R. Bullock as chief restructuring
officer.

The Debtors have engaged Kirkland & Ellis LLP as counsel, Kutak
Rock LLP as local counsel, Jefferies LLC as investment banker,
Alvarez & Marsal North America, LLC as restructuring advisor,
KPMG
LLP as tax advisor and Epiq Bankruptcy Solutions, LLC as notice,
claims and balloting agent.  PJT Partners is acting as financial
advisor and Milbank, Tweed, Hadley & McCloy LLP is acting as legal
advisor to the ad hoc committee of noteholders.  Opportune LLP is
acting as financial advisor and Bracewell LLP is acting as legal
advisor to Wells Fargo (as agent) and the RBL lenders.

Judge Keith L. Phillips has been assigned the cases.


POSITIVEID CORP: Toledo Has Note Convertible to 9.9% of Shares
--------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange Commission
filed on June 1, 2016, Toledo Advisors LLC disclosed that it has
rights under a convertible note to own a aggregate number of share
of the issue common stock not to exceed 9.9 percent of shares
outstanding of PositiveID Corporation.  A full-text copy of the
regulatory filing is available at:

                     https://is.gd/J1lih6

                       About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

PositiveID reported a net loss attributable to common stockholders
of $11.5 million on $2.94 million of revenues for the year ended
Dec. 31, 2015, compared with a net loss attributable to common
stockholders of $8.22 million on $945,000 of revenues for the year
ended Dec. 31, 2014.

As of March 31, 2016, PositiveID had $3.61 million in total assets,
$17.9 million in total liabilities, and a total stockholders'
deficit of $14.3 million.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company reported a
net loss, and used cash for operating activities of approximately
$11,404,000 and $4,507,000 respectively, in 2015.  At Dec. 31,
2015, the Company had a working capital deficiency, a stockholders'
deficit and an accumulated deficit of approximately $10,694,000,
$11,842,000 and $144,161,000 respectively.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern.


POST HOLDINGS: Egan-Jones Hikes FC Sr. Unsecured Rating to B
------------------------------------------------------------
Egan-Jones Ratings Company raised the foreign currency senior
unsecured rating on debt issued by Post Holdings Inc. to B from B-
on June 1, 2016.

Post Holdings, Inc., headquartered in St. Louis, Missouri, is a
consumer packaged goods holding company operating in the
center-of-the store, foodservice, food ingredient, private label,
refrigerated and active nutrition food categories.


PREMIER EXHIBITIONS: Files for Bankruptcy in Florida
----------------------------------------------------
BankruptcyData.com reported that Premier Exhibitions and seven
affiliated Debtors filed for Chapter 11 protection with the U.S.
Bankruptcy Court in the Middle District of Florida under Lead Case
No. 16-03320 (RMS Titanic). The Company, which creates museum
quality exhibitions, is represented by Daniel F. Blanks of Nelson
Mullins Riley & Scarborough.

                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.  



PRIME GLOBAL: Incurs US$117,000 Net Loss in Second Quarter
----------------------------------------------------------
Prime Global Capital Group Incorporated filed with the Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of US$117,000 on US$435,000 of net total
revenues for the three months ended April 30, 2016, compared to a
net loss of US$443,000 on US$497,000 of net total revenues for the
same period in 2015.

For the six months ended April 30, 2016, Prime Global reported a
net loss of US$265,000 on US$848,000 of net total revenues compared
to a net loss of US$963,000 on US$1.03 million of net total
revenues for the six months ended April 30, 2015.

As of April 30, 2016, the Company had US$50.6 million in total
assets, US$19.4 million in total liabilities and US$31.1 million in
total equity.

As of April 30, 2016, the Company had cash and cash equivalents of
US$680,000, as compared to US$837,000 as of Oct. 31, 2015.  The
Company's cash and cash equivalents decreased as a result of cash
used in operation and repayment of bank loans and repayment to
related parties.

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

                     https://is.gd/o9coMX

                       About Prime Global

Kuala Lumpur, Malaysia-based Prime Global Capital Group operated in
the following three business segments during fiscal year 2014: (i)
software business (the provision of IT consulting, programming and
website development services); (ii) plantation business (including
oilseeds and castor seeds business); and (iii) its real estate
business.  In the fourth quarter of fiscal 2014, the Company
discontinued its castor seeds business in China, and in December
2014 it discontinued the software business (the provision of IT
consulting, programming and website services) in Malaysia. As a
result, the Company no longer conduct business operations in China
and anticipate winding down or otherwise selling its interests in
the following entities: Power Green Investments Limited; Max Trend
International Limited and Shenzhen Max Trend Green Energy Co Ltd.

Prime Global reported a net loss US$1.59 million for the year ended
Oct. 31, 2015, compared to a net loss of US$1.33 million for the
year ended Oct. 31, 2014.

Crowe Horwath (HK) CPA Limited, in Hong Kong, China, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Oct. 31, 2015, citing that the
Company has a working capital deficiency, accumulated deficit from
recurring net losses and significant short-term debt obligations
maturing in less than one year as of Oct. 31, 2015.  All these
factors raise substantial doubt about its ability to continue as a
going concern.


ROOMSTORES OF PHOENIX: Taps Rein & Grossoehme as Broker
-------------------------------------------------------
The Roomstores of Phoenix, L.L.C. seeks approval from the U.S.
Bankruptcy Court for the District of Arizona to hire Rein &
Grossoehme Commercial Real Estate, L.L.C. as its real estate
broker.

The Debtor tapped the firm to market and auction nine commercial
real property leases through which it has operated its furniture
business.

The Debtor proposes that Jake Ertle, vice-president and power
broker of Rein & Grossoehme, will act as its listing agent and will
market the leases through his contacts in the industry.

Rein & Grossoehme will be compensated by a "buyers premium" in the
amount of $7,000.  It will be paid by the buyer procured by the
firm.

Rein & Grossoehme does not hold or represent any interest adverse
to the Debtor's estate and is a "disinterested person" as defined
by section 101(14) of the Bankruptcy Code.

The firm can be reached at:

     Jake Ertle, vice-president
     Rein and Grossoehme Commercial Real Estate  
     8767 E Via de Ventura #290
     Scottsdale, AZ 85258
     Tel: 480-214-9400

The Debtor can be reached through its counsel:

     Carolyn J. Johnsen
     Katherine Anderson Sanchez
     Dickinson Wright PLLC
     1850 North Central Avenue, Suite 1400
     Phoenix, Arizona 85004
     Phone: (602) 285-5000
     Fax: (602) 285-5100
     Email: cjjohnsen@dickinsonwright.com
            ksanchez@dickinsonwright.com

                   About Roomstores of Phoenix

The Roomstores of Phoenix, L.L.C., d/b/a The Roomstore, sought
protection under Chapter 11 of the Bankruptcy Code in the District
of Arizona (Phoenix) (Case 15-15898) on December 18, 2015.   The
petition was signed by Alan Levitz, manager.  The case is assigned
to Judge Daniel P. Collins.  The Debtor estimated both assets and
liabilities in the range of $1 million to $10 million.


RUDOLF KURT MEIER III: Court Approves $700,000 Sale of Property
---------------------------------------------------------------
Judge Christine M. Gravelle on June 8, 2016, entered an order
authorizing debtors Rudolf Kurt Meier, III, and Billie Ann Meier to
sell its property at 1527 Dorsett Dock Road, Point Pleasant, Ocean
County, New Jersey, on the terms and conditions of the contract of
sale, as modified.  

The Debtor said in May that Gloria Nilsen, which was hired to
market the Property, has found a buyer and the Debtors desire to
sell the Property and have entered into a Contract of Sale of the
Property for a sale price of $700,000.  The contract of sale
provides that the Seller(s) have agreed to pay a 6 percent
commission for services rendered by Coldwell Banker Brokerage, and
Gloria Nilson & Co. Real Estate.

According to the order authorizing the sale, the proceeds must be
used to satisfy the liens for real estate taxes and other municipal
liens and the first mortgage. Until such satisfaction the real
property is not free and clear of those liens.  These
professional(s) may be paid at closing:

     Name of professional              Amount to be Paid
     --------------------              -----------------
Gloria Nilsen & Co. Real Estate          3% ($21,000)
(Listed and marketed property)

Coldwell Banker Brokerage                3% ($21,000)
(Produced buyer)

Other closing fees payable by the Debtor may be satisfied from the
proceeds of sale and adjustments to the price as provided for in
the contract of sale may be made at closing.

The amount of $45,950 claimed as exempt may be paid to the Debtor.

                   About Rudolf and Billie Meier

Rudolf Kurt Meier, III, and Billie Ann Meier sought Chapter 11
protection (Bankr. D.N.J. Case No. 15-15618) on March 30, 2015.

At the time of the filing of the Chapter 11 petition, the debtors
were the owners of real property located at 1527 Dorset Dock Road,
Point Pleasant, Ocean County, New Jersey.

On Oct. 19, 2015, the Debtors filed an application to retain Gloria
Nilson Realtors to market the Property, and the application was
approved by Order entered on Nov. 6, 2015.  The Property has
continuously been marketed in multiple listing since November of
2015.

The Debtors filed a Disclosure Statement and Plan of with the Court
on Oct. 15, 2015.  An Order Approving Disclosure Statement and
Confirming the Debtor's Chapter 11 Plan was entered by this Court
on Jan. 8, 2016.

The Debtors' attorneys:

         Timothy P. Neumann, Esq.
         BROEGE, NEUMANN, FISCHER & SHAVER, LLC
         25 Abe Voorhees Drive
         Manasquan, NJ 08736
         Tel: (732) 223-8484
         E-mail: tneumann@bnfsbankruptcy.com


RYCKMAN CREEK: Judge Kevin Carey Appointed as Mediator
------------------------------------------------------
U.S. Bankruptcy Judge Kevin Carey has been appointed mediator for
issues in connection with Ryckman Creek Resources, LLC's Joint
Chapter 11 Plan of Reorganization.

The Creditors' Committee, the Debtors' prepetition lenders pursuant
to the Second Amended and Restated Credit Agreement dated as of
Oct. 31, 2014, Bear River Acquisition Company Incorporated as a
Prepetition Lender and holder of membership interests, together
with the Debtors agreed to commence mediation.

The Mediator is authorized to mediate issues (i) arising out of or
in connection with the Joint Chapter 11 Plan of Reorganization of
Ryckman Creek Resources and (ii) related to or arising out of the
discovery process related to the Challenge Period.  If the Mediator
determines in its discretion or with the mutual consent of the
Mediation Patties to expand the scope of the Mediation Topics, the
Mediator will have the discretion to add other patties to the
Mediation as is necessary to mediate such additional Mediation
Topics.

                       About Ryckman Creek

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.

Judge Stuart M. Bernstein presides over the Chapter 15 case.



S-3 PUMP SERVICE: Peterbilt Tallahassee Buying Vehicles
-------------------------------------------------------
S-3 Pump Service, Inc., asks the U.S. Bankruptcy Court for the
District of Louisiana for entry of an order authorizing the sale of
Peterbilt vehicles to Performance Peterbilt of Tallahassee LLC for
its bid prices.

Among the Debtor's estate are six Peterbilt Model 389 tractors,
which the Debtor has used in its business operations.  S-3 Pump has
seventeen other Peterbilt vehicles that it uses in its business
operations and intends to retain, and Debtor has determined that it
does not need the Peterbilt vehicles in the conduct of its future
business operations.  The Debtor reasonably believes that it is in
the estate's best interests to sell or otherwise dispose of the
Peterbilt vehicles.

The Debtor solicited appraisals and bids from the Shreveport
Peterbilt dealer and from Performance Peterbilt Tallahassee for the
wholesale purchase of the vehicles.  The prices bid by Peterbilt
Tallahassee for the Peterbilt Vehicles are the largest bids
obtained by Debtor.

Because of the time sensitivity of this offer, the Debtor seeks an
expedited hearing and waiver of the 14-day stay of the
effectiveness of the order approving the sale of the estate's
interest in the Peterbilt vehicles so that the parties can move
swiftly upon Court approval to close these favorable transactions
as soon as possible.

The document containing relevant information concerning the age,
make, model and mileage of each Peterbilt Vehicle, as well as the
prices bid for each vehicle, is available at:

  http://bankrupt.com/misc/Steve_and_Celeste_280_Sale_LLC_List.pdf

The Debtor owns all of the Peterbilt Vehicles subject to valid
liens in favor of Wells Fargo Equipment Leasing Company.

The Debtor has equity in all of the Peterbilt Vehicles.  The Debtor
desires to sell the Peterbilt Vehicles free and clear of all liens
and other interests, with any valid liens being referred to the
proceeds of the sale of such vehicle.

S-3 Pump Service is represented by:

          Robert W. Johnson
          P.O. Box 1126 (71163)
          333 Texas Street #700 (71101)
          Shreveport, Louisiana
          Telephone: (318) 221-6858
          Facsimile: (318) 227-2967

                      About S-3 Pump Service

S-3 Pump Service, Inc., provider of high pressure pumping service,
filed a Chapter 11 bankruptcy petition (Bankr. W.D. La. Case No.
016-10383) on March 4, 2016.  The petition was signed by Malcolm H.
Sneed, III, the president.  Judge Jeffrey P. Norman is assigned to
the case.

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.



SA INTER INVEST: Exclusive Solicitation Period Extended to Sept. 11
-------------------------------------------------------------------
The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the
Southern District of Florida has extended, at the behest of SA
Inter Invest 1, LLC, the exclusive period for the Debtor to solicit
acceptances of its pan of reorganization to Sept. 11, 2016.

As reported by the Troubled Company Reporter on May 31, 2016, the
Debtor sought the extension, saying that the previous solicitation
period that expired on June 13, 2016, would not have given the
Debtor sufficient time even if the Disclosure Statement had been
approved May 26, 2016.  A Plan and Disclosure Statement were filed
within the original exclusive period.  The Debtor requires more
time to negotiate with JP Morgan Chase Bank NA for a consensual
plan and disclosure.

Headquartered in Miami Beach, Florida, SA Inter Invest 1, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case
No. 15-31770) on Dec. 16, 2015, estimating its assets and
liabilities at between $1 million and $10 million each.  The
petition was signed by Laurent Benzaquen, manager.  Judge Jay A.
Cristol presides over the case.  Joel M. Aresty, Esq., at Joel M.
Aresty P.A. serves as the Debtor's bankruptcy counsel.


SABAS BARDALES-RENDON: To Pay Deutsche Bank Claim in 30 Years
-------------------------------------------------------------
Sabas Bardales-Rendon, a Chapter 11 debtor in a small business
case, filed a disclosure statement and plan of reorganization on
June 3, 2016, with the Bankruptcy Court in Nevada.

According to the Plan, the Secured Claim of Deutsche Bank National
Trust Company, as Trustee C/O Select Portfolio Servicing, Inc.
(Class 1) against the Debtor's Investment Property located at 3004
Matterhorn Way, Las Vegas, NV 89102, is valued at $179,000.  The
claim will have this treatment:

     -- Interest Rate: 5.00% per annum fixed (360-month
        amortization schedule)

     -- Payment Start Date: April 1, 2016

     -- Maturity Date: May 1, 2037 (all remaining amounts due)

     -- Initial Fixed Monthly Payment: $960.91 (principal &
        interest)

     -- The loan will remain impounded for taxes and hazard
        insurance with an initial monthly escrow payment of
        $236.36.

The Unsecured claim of Deutsche Bank National Trust Company, as
Trustee C/O Select Portfolio Servicing, Inc. (Class 2A) related to
the creditor's under-secured first lien against the Debtor's
Investment Property is valued at $112,226.23.  Upon successful
confirmation of the Plan, the Class 2A unsecured claim shall be
reduced to $0.  Class 2A is an impaired class and the holder of the
Class 2A Unsecured Claim is entitled to vote to accept or reject
the Plan.  

Class 2B General Unsecured Claim presently consists of a single
claim by the Internal Revenue Service in the amount of $98.30.  All
Class 2B Creditors who have filed proofs of claim by the December
2, 2015 bar date or deemed to have filed proof of claims, that are
not disputed, contingent, unliquidated, or otherwise approved by
Order of the Court, shall be paid the full amount of their claim.
This dividend constitutes payment of 100 cents per dollar of each
class claim.

Class 2B is an unimpaired class and is deemed to accept the Plan.


The Debtor may seek approval of the Court for additional dividend
disbursement procedures.  All payments to Class 2B Creditors shall
be in cash or cash equivalent.  The Debtor will have up to 12
months to pay Class 2B Creditors from the Effective Date.

A copy of the Disclosure Statement is available at:

           http://bankrupt.com/misc/nvb15-14457-0059.pdf

Sabas Bardales-Rendon is a carpenter.  He also receives monthly
rental income from an Investment Property located at 3004
Matterhorn Way, Las Vegas, Nevada 89102, which is not operated as
an independent business entity.

Bardales-Rendon filed a Chapter 11 bankruptcy petition (Bankr. D.
Nev. Case No. 15-14457) on August 3, 2015.  The Debtor is
represented by:

     Michael J Harker, Esq.
     2901 El Camino Ave #200
     Las Vegas, NV 89102
     Tel: (702) 248-3000
     Fax: (702) 425-7290
     E-mail: mharker@harkerlawfirm.com


SAEXPLORATION HOLDINGS: S&P Lowers CCR to 'CC' Then Withdraws
-------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
SAExploration Holdings Inc. to 'CC' from 'CCC-'.  The outlook
remains negative.

At the same time, S&P lowered the issue-level rating on the
company's senior secured notes to 'CC' from 'CCC-'.  The recovery
rating on the notes remains '3', reflecting S&P's expectation of
meaningful (50% to 70%; lower half of the range) recovery in the
event of a conventional default.

The downgrade follows SAExploration's announcement that it plans to
launch an exchange offer to existing holders of its 10% senior
secured notes for shares of common equity and a new issue of
second-lien notes.  Essentially, holders of the existing notes will
receive on the closing date, $500 principal of new second-lien
notes and common equity for every $1,000 principal amount of
existing notes exchanged.  The exchange offer is scheduled to
launch on or before June 20, 2016, and is anticipated to close no
later than 30 days after the launch date.  The negative outlook
reflects the expectation that S&P would lower the ratings if the
company completes the exchange offer.

Following the rating action, S&P withdrew the corporate credit and
issue-level ratings at the company's request.


SANDRIDGE ENERGY: Proposes to Enter into Hedging Arrangements
-------------------------------------------------------------
SandRidge Energy, Inc., and its affiliated debtors seek authority
from the U.S. Bankruptcy Court to (1) continue their prepetition
hedging arrangements, (2) enter into postpetition hedging
arrangements, (3) grant superpriority claims and first-priority
cash collateral Liens to secure the Postpetition Hedging
Obligations, and (4) pay Hedging Obligations, and modifying the
automatic stay.

Historically, the Debtors maintain a portfolio of commodity-price
derivatives to mitigate the effects of this volatility on cash
flow, historically hedging approximately 80% of liquids production
over a one-year horizon. Although the Debtors allowed a substantial
portion of hedges to roll off before the Petition Date, entry into
the Postpetition Hedging Arrangements will simply return the
Debtors' hedging to historical levels, putting in place downside
protections that the Debtors have traditionally maintained in the
ordinary course of business.

Furthermore, the Postpetition Hedging Arrangements will be
substantively similar to the Prepetition Hedging Arrangements that
is consistent with the Debtors' own past, ordinary course practice.
Now, with improved certainty regarding their path forward, the
Debtors seek to continue their commodity risk management practices
in the ordinary course of business and protect their cash flows
during these chapter 11 cases.

To ensure that counterparties will transact with the Debtors on a
postpetition basis, the Debtors seek to implement these practices
primarily through entry into hedging agreements for oil and natural
gas swaps. To provide the necessary comfort to the Hedging
Counterparties that the Debtors will be able to honor the
Postpetition Hedging Obligations, the Debtors also seek to incur
obligations under the Postpetition Hedging Arrangements that rank
equally with the First Lien Adequate Protection Obligations under
the Cash Collateral Order, specifically, by providing
First-Priority Adequate Protection Liens and Superpriority Claims
on account of the Postpetition Hedging Obligations.

The Debtors submit that resumption of their hedging program
consistent with historical practice is in the best interests of the
estates, and more importantly, the relief requested has the support
of the parties to the restructuring support agreement, which
represent the vast majority of the Debtors’ prepetition funded
debtholders.

According to the Debtors, the proposed Order modifies the automatic
stay provisions of section 362 of the Bankruptcy Code solely to the
extent necessary to allow (a) the First Lien Agent to exercise all
rights and remedies with respect to the Adequate Protection
Collateral for the benefit of the Postpetition Hedging
Counterparties following the occurrence and during the continuation
of an event of default or a termination event under the
Postpetition Hedging Arrangements, (b) the First Lien Agent, on
behalf of the Postpetition Hedging Counterparties, to take all
actions to validate and perfect the liens and security interests
granted by the Order, and (c) the Postpetition Hedging
Counterparties to terminate the Postpetition Hedging Arrangements
in accordance with their terms.

Proposed Counsel for the Debtors and Debtors in Possession:

       Zack A. Clement, Esq.
       ZACK A. CLEMENT PLLC
       3753 Drummond Street
       Houston, Texas 77025
       Telephone: (832) 274-7629
       Email: zack.clement@icloud.com

       -- and --

       James H.M. Sprayregen, P.C.
       Steven N. Serajeddini, 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
              steven.serajeddini@kirkland.com

       -- and --

       Christopher Marcus, P.C.
       KIRKLAND & ELLIS LLP
       KIRKLAND & ELLIS INTERNATIONAL LLP
       601 Lexington Avenue
       New York, New York 10022
       Telephone: (212) 446-4800
       Facsimile: (212) 446-4900
       Email: christopher.marcus@kirkland.com

                About SandRidge Energy

SandRidge Energy, Inc. (OTC PINK: SDOC) --
http://www.sandridgeenergy.com/-- 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.

SandRidge Energy, Inc. and 24 of its subsidiaries each filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Tex. Lead Case No. 16-32488) on May 16, 2016.  The petitions
were signed by Julian M. Bott as chief financial officer.

The Debtors have hired Kirkland & Ellis LLP as general bankruptcy
counsel, Zack A. Clement PLLC as local counsel, Houlihan Lokey
Capital, Inc. as financial advisor, Alvarez & Marsal Holdings, LLC
as restructuring advisor and Prime Clerk LLC as claims and noticing
agent.

The cases are assigned to Judge David R Jones.

The Office of the U.S. Trustee has appointed five creditors of
SandRidge Energy, Inc., to serve on the official committee of
unsecured creditors.


SECURITY CAPITAL: U.S. Opposes Provisional Relief Sought by JOLs
----------------------------------------------------------------
Geoffrey Varga and Mark Longbottom, in their capacities as the
Joint Official Liquidators and authorized foreign representatives
of Security Capital Limited, ask the U.S. Bankruptcy Court for the
Northern District of Texas, Dallas Division, for provisional relief
under chapter 15 of title 11 of the Bankruptcy Code, in connection
with the Chapter 15 Petition.

"On April 20, 2016, the United States of America filed an adversary
proceeding... against Security Capital and the Wyly Debtors,
pursuant to which the United States seeks turnover or repatriation
of all monies held by, in the possession of, and/or under the care,
custody or control of Security Capital, notwithstanding that the
liquidation of such assets is the purpose of the Cayman Liquidation
Proceeding and subject to the jurisdiction of the Cayman Court.
Security Capital is required to respond to the complaint in the IRS
Adversary Case on or before June 6, 2016. In order for Security
Capital to respond, the JOLs must first be recognized as the
foreign representatives of Security Capital, relief which is
clearly supported by the facts in the Chapter 15 Petition. Prior to
such recognition, however, provisional relief is essential (i) to
provide a stay of litigation against Security Capital, including
the IRS Adversary Case, until Security Capital’s chapter 15 case
is formally recognized, (ii) to permit the Joint Official
Liquidators to intervene on behalf of Security Capital in the IRS
Adversary Case prior to recognition, and (iii) to protect the
integrity of the Cayman Liquidation Proceeding and the interests of
Security Capital and its creditors through entrusting the
administration of Security Capital’s assets in the United States
to the Joint Official Liquidators... The Cayman Court issued the
Supervision Order... granting the Joint Official Liquidators the
broad authority to, among other things, (a) bring or defend any
action or other legal proceeding in the name and on behalf of
Security Capital and (b) take possession of, collect and get in the
property of Security Capital and for that purpose to take all such
proceedings as the Joint Official Liquidators consider necessary.
In order to exercise such powers with respect to the IRS Adversary
Case on a timely basis, however, and to ensure the successful
administration of Security Capital’s affairs, the Joint Official
Liquidators must obtain the emergency relief requested herein,”
the Joint Official Liquidators aver.

                    United States' Opposition

"The Joint Official Liquidators... cannot show that they are
entitled to provisional relief under Section 1519(a) and,
accordingly, the relief requested should be denied... Security
Capital’s Chapter 15 filing seeks relief that will (1) impact the
determination of whether monies held by Security Capital are
property of the Wyly-Debtors’ estates and should be repatriated
so that the Wyly Debtors can fund any proposed plan of
reorganization and satisfy the claims of their legitimate
creditors, and (2) preclude this Court from deciding the validity
of its proofs of claim filed against the Wyly Debtors... The debts
Security Capital asserts it wants to collect in the Wyly bankruptcy
cases are from the Wyly Debtors; and all of the claims it says it
plans to pay in its own liquidation are to Wyly-controlled entities
in the Isle of Man... Security Capital was created at the behest of
the Wylys to act as a 'conduit' to funnel funds through
Wyly-controlled offshore vehicles located in the Isle of Man... to
Security Capital and then to the Wylys or their controlled entities
in the United States.  Indeed, Security Capital never made a loan
to any party not related to and controlled by the Wylys.  The
monies Security Capital holds are all Wyly-sourced funds derived
from the Wylys’ secret exercise and sale of securities in
violation of the federal tax and securities laws.  Determining the
character and disposition of these monies is a central issue in the
Wylys’ bankruptcy cases and the United States’ adversary
proceeding.  Security Capital’s Chapter 15 filing was clearly
intended to derail this process... It is important to note that
none of the actions the United States seeks against Security
Capital will be heard or determined by the Cayman Island court.
Instead, this Court must decide the extent to which the proofs of
claim Security Capital filed survive, whether the monies held by
Security Capital are property of the Wyly Debtors' estates, and
whether these funds are repatriated for distribution to the Wyly
Debtors' creditors.  These determinations are within the exclusive
jurisdiction of this Court," the United States asserts.
           
Geoffrey Varga and Mark Longbottom, in their capacity as Joint
Official Liquidators and authorized foreign representatives of
Security Capital Limited, are represented by:

          Charles R. Gibbs, Esq.
          Marty L. Brimmage, Jr., Esq.
          David F. Staber, Esq.
          AKIN GUMP STRAUSS HAUER & FELD LLP
          1700 Pacific Avenue, Suite 4100
          Dallas, TX 75201
          Telephone: (214)969-2800
          Facsimile: (214)969-4343
          E-mail: cgibbs@akingump.com
                  mbrimmage@akingump.com
                  dstaber@akingump.com

                    - and -

          Rachel Ehrlich Albanese, Esq.
          AKIN GUMP STRAUSS HAUER & FELD LLP
          One Bryant Park
          New York, NY 10036
          Telephone: (212)872-8000
          Facsimile: (212)872-1002
          E-mail: ralbanese@akingump.com

The United States, on behalf of its agency the Internal Revenue
Service, is represented by:

          Cynthia E. Messersmith, Esq.
          David G. Adams, Esq.
          Jonathan L. Blacker, Esq.
          Moha P. Yepuri, Esq.
          Holly M. Church, Esq.
          U.S. DEPARTMENT OF JUSTICE, TAX DIV.
          717 N. Harwood St., Suite 400
          Dallas, TX 75201
          Telephone: (214)880-9727
          Fascimile: (214)880-9741
          E-mail: cynthia.messersmith@usdoj.gov
                  david.g.adams@usdoj.gov
                  jonathan.blacker2@usdoj.gov
                  moha.p.yepuri@usdoj.gov
                  holly.m.church@usdoj.gov

                 About Security Capital Limited

Security Capital Limited, filed a Chapter 15 petition (N.D. Tex.
Bankr. Case No. 16-32145) on June 1, 2016.  Charles R. Gibbs, Esq.,
at Akin
Gump Strauss Hauer & Feld, LLP, as bankruptcy counsel.

In its petition, the Debtor did not indicate its estimated assets
and liabilities.

The petition was signed by Mark Longbottom and Geoffrey Varga, in
their capacities as the Joint Official Liquidators

The case was originally assigned to The Hon. Stacey G. Jernigan but
was later reassigned to Judge Barbara J. Houser.


SEVEN OAKS: Hires Berkshire Hathaway as Real Estate Broker
----------------------------------------------------------
Seven Oaks Partners, LP seeks authorization from the U.S.
Bankruptcy Court for the District of Connecticut to employ
Berkshire Hathaway Home Services N.E. Properties as Real Estate
Broker.

The Debtor requires Berkshire Hathaway to:

     a. coordinate with the Debtor the development of due diligence
materials.

     b. develop, subject to Trustee's review and approval, a
marketing plan and implement each facet of the marketing plan;

     c. communicate regularly will all prospects and maintain
detailed records of all communications;

     d. meet periodically with the Debtor and its professional
advisors in connection with the status of sale and marketing
efforts; and

     e. work with the attorneys responsible for the implementation
of the proposed transactions, review documents, negotiate and
assist in resolving problems which may arise.

Berkshire Hathaway will be paid a commission of 5% from the gross
proceeds plus $150 upon consummation of the sale of the Property.

Sheila Starr, real estate agent broker of Berkshire Hathaway Home
Services N.E. Properties, 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.

Berkshire Hathaway may be reached at:

      Sheila Starr
      Berkshire Hathaway Home Services N.E. Properties
      136 East Putnam Avenue
      Greenwich, CT 06830
      Cellphone: 917-557-1173
      Telephone: 203-637-7284
      Fax: 203-869-3141

Seven Oaks Partners, LP filed a Chapter 11 bankruptcy petition
(Bankr. D. Conn. Case No. 5:12-bk-50168) on January 31, 2012.
Judge Alan S Trust presides over the case.


SFX ENTERTAINMENT: Trustee Opposes Equity Committee Appointment
---------------------------------------------------------------
Andrew R. Vara, Acting United States Trustee for Region 3, objects
to the motion of WPP Luxembourg Gamma Three SARL for entry of an
order directing the appointment of an Official Committee of Equity
Security Holders for SFX Entertainment, Inc.

According to the U.S. Trustee, WPP holds common stock in SFX
Entertainment, Inc., the lead debtor in the Chapter 11 cases.  SFX
filed its bankruptcy cases on Feb. 1, 2016 -- almost four months
ago.  The record developed during this time does not support the
relief requested in the Motion, the U.S. Trustee asserts.  Among
other things, the UST notes that the record contains no reliable
evidence of the value of any of the Debtors' assets.  "In fact,
under the terms of the Restructuring Support Agreement filed by
SFX, unsecured creditors are projected to receive no recovery.
This, combined with an analysis of SFX's financial information
demonstrates that there is no basis for appointment of an equity
committee."

The Acting U.S. Trustee is represented by:  

         Hannah Mufson McCollum, Esq.
         United States Department of Justice
         Office of the United States Trustee
         J. Caleb Boggs Federal Building
         844 King Street, Suite 2207, Lockbox 35
         Wilmington, DE 19801
         Tel: (302) 573-6491
         Fax: (302) 573-6497

WPP Luxembourg Gamma Three SARL is represented by:

         Joseph H. Huston, Jr., Esq.
         Stevens & Lee, P.C.
         919 North Market Street, Suite 1300
         Wilmington, Delaware 19801
         Tel: (302) 425-3310
         E-mail: jhh@stevenslee.com

                 - and -

         Alec P. Ostrow, Esq.
         Becker, Glynn, Muffly, Chassin & Hosinski LLP
         299 Park Avenue
         New York, New York 10171
         Tel: (212) 888-3033
         E-mail: aostrow@beckerglynn.com

                     About SFX Entertainment

SFX Entertainment, Inc., and 43 of its affiliates, a global
producer of live events and digital entertainment content focused
exclusively on the electronic music culture and other world-class
festivals, filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Case Nos. 16-10238 to 16-10281) on Feb. 1, 2016.  The petitions
were signed by Michael Katzenstein as chief restructuring officer.

The Debtors disclosed total assets of $662 million and total debt
of $490 million.

Judge Mary F. Walrath is assigned to the case.



SH 130 CONCESSION: Removal Deadline Extended to Aug. 29
-------------------------------------------------------
U.S. Bankruptcy Judge Tony M. Davis has extended the time period
provided by F.R.B.P. Rule 9027 within which 130 Concession Company,
LLC, may file notices of removal of claims and causes of action
through and including Aug. 29, 2016.

                      About SH 130 Concession

Headquartered in Buda, Texas, SH 130 Concession Company, LLC (the
"Concessionaire") was formed to finance, develop, design,
construct, operate, and maintain segments five and six of Texas
State Highway 130 in partnership with the Texas Department of
Transportation.

The Concessionaire, Zachry Toll Road - 56 LP and Cintra TX 56 LLC
filed Chapter 11 bankruptcy petitions (Bankr. W.D. Tex. Case Nos.
16-10262, 16-10263 and 16-10264, respectively) on March 2, 2016.
The petitions were signed by Alfonso Orol as chief executive
officer.  The Debtors estimated both assets and debts in the range
of $1 billion to $10 billion.

Toll Road - 56 and TX 56 are holding companies that collectively
hold the equity interests in the Concessionaire.  They have no
operations and have no creditors.

The Debtors have engaged Gibson, Dunn & Crutcher LLP as general
counsel, Jackson Walker L.L.P. as local counsel, and Prime Clerk
LLC as notice, claims, solicitation, balloting and tabulation
agent.

Judge Tony M. Davis has been assigned the case.


SHERWIN ALUMINA: Time to Decide on Leases Extended to Aug. 8
------------------------------------------------------------
U.S. Bankruptcy Judge David R. Jones granted Sherwin Alumina
Company, LLC an extension of the time period to assume or reject
unexpired leases through and including Aug. 8, 2016.

                  About Sherwin Alumina Company

Sherwin Alumina Company, LLC, and Sherwin Pipeline, Inc., filed
Chapter 11 bankruptcy petitions (Bankr. S.D. Tex. Case Nos.
16-20012 and 16-20013, respectively) on Jan. 11, 2016.  Thomas
Russell signed the petitions as authorized signatory.  Judge David
R. Jones has been assigned the case.

The Debtors have engaged Kirkland & Ellis LLP as general counsel,
Zack A. Clement PLLC as local counsel, Huron Consulting Services
LLC as financial advisor and Kurtzman Carson Consultants LLC as
claims, notice and balloting agent.

Sherwin operates an alumina plant in Gregory, Texas that produces
aluminum oxide (or alumina), which is the primary component of
aluminum, from bauxite.  Sherwin produces alumina through the
"Bayer Process," a refining technique that produces alumina from
bauxite ore by dissolving the bauxite in a caustic solution.

The Debtors, on Feb. 5, 2016, disclosed total assets of
$254,617,187 and total liabilities of $218,177,760.

The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors.  Robin Russell, Esq., Timothy S. McConn,
Esq., and Ashley Gargour, Esq., at Andrews Kurth LLP, in Houston,
Texas, represent the Committee.


SHOOT THE MOON: Order for Trustee to Pay $83K to Prime A Upheld
---------------------------------------------------------------
Judge Ralph B. Kirscher of the United States Bankruptcy Court for
the District of Montana denied Trustee Jeremiah J. Foster's Motion
to Reconsider based on the Trustee's failure to satisfy the
requirements for reconsideration under Fed. R. Civ. P. 59 in the
case captioned In re SHOOT THE MOON, LLC, Debtor, Case No.
15-60979-11.

In this Chapter 11 bankruptcy case, after notice this Court held a
hearing at Great Falls on June 3, 2016, on the Chapter 11 Trustee's
Motion to Reconsider this Court's Memorandum of Decision and Order,
which granted Prime A Investments, LLC's motion to compel and
ordered the Trustee to pay Prime A immediately the sum of
$83,600.00 for postpetition payments due under a shopping center
lease of nonresidential real property. DIP financing lender Western
Alliance Bank ("WAB") filed a joinder to the Trustee's Motion and
was represented at the hearing by counsel in support. Prime A filed
an objection and was represented by counsel in opposition.

A full-text copy of the Memorandum of Decision dated June 7, 2016
is available at https://is.gd/8xhsPW from Leagle.com.

JEREMIAH J FOSTER, Trustee, is represented by TRENT N. BAKER, Esq.
-- tbaker@dmllaw.com -- DATSOPOULOS, MACDONALD & LIND, DAVID B.
COTNER, Esq. -- dcotner@dmllaw.com -- DEL MILTON POST, DATSOPOULOS
MACDONALD & LIND PC.

OFFICE OF THE U.S. TRUSTEE, U.S. Trustee, is represented by NEAL G.
JENSEN, UNITED STATES TRUSTEE'S OFFICE, AARON GRAHAM YORK, OFFICE
OF THE US TRUSTEE.

UNSECURED CREDITORS, Creditor Committee, is represented by MICHAEL
T. CONWAY, Shipman & Goodwin LLP, JONATHAN LAWRENCE GOLD, Esq. --
LECLAIRRYAN, PC, JANICE B. GRUBIN, Esq. -- LECLAIRRYAN, PC, WARD E.
TALEFF.

Shoot The Moon, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. D. Mont. Case No. 15-60979) on Oct. 21, 2015.  Gary S.
Deschenes, Esq., at Deschenes & Associates serve as the Debtor's
bankruptcy counsel.


SOPHIA LP: S&P Lowers CCR to 'B-' on Weak Credit Metrics
--------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Fairfax,
Va.-based Sophia L.P. to 'B-' from 'B'.  The outlook is stable.

At the same time, S&P lowered its issue-level rating on Sophia's
senior secured term loan to 'B-' from 'B'.  The recovery rating on
the senior secured debt remains unchanged at '3', indicating S&P's
expectation for meaningful (50%-70%, upper half of the range)
recovery in the event of a default.

S&P also lowered its issue-level rating on the company's unsecured
notes to 'CCC' from 'CCC+'.  The recovery rating on the notes
remains unchanged at '6', indicating S&P's expectation for
negligible (0%-10%) recovery in the event of a payment default.

"The rating action reflects our view of the company's weakened
credit metrics, with current adjusted leverage in the mid-9x area
as a result of typical cash flow seasonality, compared with
adjusted leverage in the high 8x area at the time of the private
equity ownership change in 2015," said S&P Global Ratings credit
analyst Minesh Shilotri.  "The rating action also reflects our
expectation that leverage will stay above 8x for the next 12
months," Mr. Shilotri added.

The stable outlook reflects Sophia's leading position in the higher
education enterprise resource planning software market, its stable
and recurring revenue base, and S&P's expectation that the company
will generate free cash flow of around $80 million or better in
fiscal 2016.


SPANISH BROADCASTING: Stockholders Elect Six Directors
------------------------------------------------------
Spanish Broadcasting System, Inc., held its annual meeting of
stockholders on June 8, 2016, at which the stockholders:

   (a) elected Raul Alarcon, Joseph A. Garcia, Manuel E. Machado,
       Jason L. Shrinsky, Jose A. Villamil and Mitchell A. Yelen
       as directors to hold office until such time as their
       respective successors have been duly elected and qualified;

       and

   (b) approved, on an advisory basis, the compensation of the
       Company's named executive officers.

Alan Miller and Gary Stone, the two directors elected by the
holders of the Series B Preferred Stock at the 2014 annual meeting,
were not subject to election at this year's annual meeting and
continue to serve as directors.

                   About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

As of March 31, 2016, Spanish Broadcasting had $452 million in
total assets, $561 million in total liabilities, and a total
stockholders' deficit of $109 million.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

As reported by the TCR on May 25, 2016, S&P Global Ratings said
that it lowered its corporate credit rating on U.S.
Spanish-language broadcaster Spanish Broadcasting System Inc. (SBS)
to 'CCC' from 'CCC+'.


SPORTS AUTHORITY: Must Consummate Successful Bid, Landlord Asserts
------------------------------------------------------------------
Ward Gateway-Industrial-Village, LLC, a landlord, asks the U.S.
Bankruptcy Court to compel Sports Authority Holdings, Inc., and its
affiliated debtors to consummate the successful bid and immediately
complete and execute the assumption and lease termination
agreements with the landlord.

The Landlord further asks the Court that the Debtors be found in
contempt for their bad faith actions in: (a) failing to complete
the assumption and lease termination agreements, (b) continuing to
market the Landlord's lease after reaching an agreement with
Landlord, confirming with Landlord and the Court that Landlord was
the successful bidder and confirming with the Court that an Order
would be submitted under certification of counsel, and (c)
misrepresenting to Landlord the actual chain of events that has led
to the filing of the Landlord's Motion.

The Landlord relates that prior to the Petition Date, the Debtors
engaged A&G Realty Partners, LLC, to help maximize the value of the
Debtors' real estate portfolio.  The the Debtors and their
advisors, including A&G, solicited interest in a sale of the
Debtors' assets as a going concern, entered into non-disclosure
agreements with certain potential buyers, and established an
electronic data room to facilitate interest from potential bidders.


Accordingly, the Court entered an Order dated April 14, 2016
approving, among other things, certain bid procedures for the
Debtors' sale of substantially all of their assets at a main
auction.  The Landlord points out that the Bid Procedures
specifically contemplated that landlords may bid on their own
leases and included a procedure and notice to landlords to allow
and encourage landlords to bid.

Consistent with the Bid Procedures Order, the Landlord tendered a
pre-auction bid which contemplated rejection of the Lease and
Landlord's waiver of all pre-petition and post-petition of all
amounts due under the Lease.

Despite the fact that the Landlord was the only bidder for for the
Lease prior to the auction, the Debtors did not accept Landlord's
bid, but instead, the Landlord was required to attend the May 16,
2016 auction for the sale of substantially all of the Debtors'
assets. Again, the Landlord submitted multiple bids for the Lease
in response to demands and counteroffers by A&G on behalf of the
Debtors.

Ultimately, after negotiating the Landlord and the Debtors agreed
to a payment by Landlord to Debtors of $3,257,449, which was
subject to adjustment for any unpaid amounts due under the lease
prior to the agreed-upon Expiration Date of July 31, 2016. The
Landlord agreed to pay the Purchase Price to the Debtors in
exchange for an assumption of the Lease as modified by an amendment
revising the Expiration Date of the Lease.

Even though the Debtors had accepted Landlord's bid -- agreeing to
the Landlord's bid on the record, confirming the Landlord as the
successful bidder, and the Court had been advised that an Order
approving the bid would be submitted under Certification of Counsel
-- the Debtors were still marketing Landlord's lease and it was the
subject of a possible bulk bid by an unnamed buyer that was
presently doing due diligence.

The Landlord points out that the Bid Procedures Order was meant to
provide a level playing field for all parties, including Landlord,
to bid on the Debtors' assets -- it was not meant as a mechanism
for the Debtors to accept and agree to Landlord's bid and represent
to Landlord and to the Court that an agreement was reached
regarding the Lease, all while shopping the Lease for additional
bids post-auction and engaging in a calculated and deceitful
documentation merry-go-round with Landlord.

Ward Gateway-Industrial-Village, LLC, is represented by:

       Rachel B. Mersky, Esq.
       MONZACK MERSKY McLAUGHLIN AND BROWDER, P.A.
       1201 N. Orange Street, Suite 400
       Wilmington, DE 19801-1155
       Telephone: (302) 656-8162
       Facsimile: (302) 656-2769
       Email: rmersky@monlaw.com

       -- and --

       Howard Marc Spector, Esq.
       SPECTOR & JOHNSON, PLLC
       Banner Place, Suite 1100
       12770 Coit Road
       Dallas, Texas 75251
       Telephone: (214) 365-5377
       Facsimile: (214) 237-3380
       Email: hspector@spectorjohnson.com

           About Sports Authority

Sports Authority Holdings, et al., are sporting goods retailers
with roots dating back to 1928.  The Debtors currently operate 464
stores and five distribution centers across 40 U.S. states and
Puerto Rico.  The Debtors offer a broad selection of goods from a
wide array of household and specialty brands, including Adidas,
Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and
Fitness, Nike, The North Face, and Under Armour, in addition to
their own private label brands.  The Debtors employ 13,000 people.

Sports Authority and six of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to
16-10533) on March 2, 2016.  The petitions were signed by Michael
E. Foss as chairman & chief executive officer.

The Debtors have engaged Gibson, Dunn & Crutcher LLP as general
counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel,
Rothschild Inc. as investment banker, FTI Consulting, Inc., as
financial advisor and Kurtzman Carson Consultants LLC as notice,
claims, solicitation, balloting and tabulation agent.

Andrew Vara, Acting U.S. trustee for Region 3, appointed seven
creditors of Sports Authority Holdings Inc. to serve on the
official committee of unsecured creditors.  Lawyers at Pachulski
Stang Ziehl & Jones LLP represent the Official Committee of
Unsecured Creditors.


SPORTS AUTHORITY: Time to Remove Actions Extended to Aug. 29
------------------------------------------------------------
U.S. Bankruptcy Judge Mary F. Walrath has extended the time period
provided by Rule 9027 of Federal Rules of Bankruptcy Procedure
within which Sports Authority Holdings, et al., may file notices of
removal of claims and causes of action through and including Aug.
29, 2016.

                     About Sports Authority

Sports Authority Holdings, et al., are sporting goods retailers
with roots dating back to 1928.  The Debtors currently operate 464
stores and five distribution centers across 40 U.S. states and
Puerto Rico.  The Debtors offer a broad selection of goods from a
wide array of household and specialty brands, including Adidas,
Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and
Fitness, Nike, The North Face, and Under Armour, in addition to
their own private label brands.  The Debtors employ 13,000 people.

Sports Authority and six of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to
16-10533) on March 2, 2016.  The petitions were signed by Michael
E. Foss as chairman & chief executive officer.

The Debtors have engaged Gibson, Dunn & Crutcher LLP as general
counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel;
Rothschild Inc. as investment banker; FTI Consulting, Inc., as
financial advisor; and Kurtzman Carson Consultants LLC, as notice,
claims, solicitation, balloting and tabulation agent.

Andrew Vara, Acting U.S. trustee for Region 3, appointed seven
creditors of Sports Authority Holdings to serve on the official
committee of unsecured creditors.  Lawyers at Pachulski Stang Ziehl
& Jones LLP represent the Official Committee of Unsecured
Creditors.


SPORTS AUTHORITY: U.S. Trustee Objects to Houlihan Hiring
---------------------------------------------------------
Andrew R. Vara, the Acting United States Trustee for Region 3,
objects to the application of the Official Committee of Unsecured
Creditors of Sports Authority Holdings, Inc., et al., to retain
Houlihan Lokey Capital, Inc. as investment banker.

According to the U.S. Trustee, the Committee has not shown how the
retention of Houlihan will benefit the unsecured creditors and the
bankruptcy estate.  It avers taht the Committee has not shown that
Rothschild is not performing competently, or that it is not
marketing the Debtors' assets to the best of its ability.  The
Committee, the U.S. Trustee points out, has also not provided any
evidence that Houlihan has participated in the Debtors' sale
process, has contributed to the process, has brought a buyer
willing to offer a higher or better price to the table, or has
otherwise enhanced the sale process in any way.  "Rather, it
appears that the Committee proposes to pay Houlihan more than a
million dollars in two weeks, when the Debtors' sale of
substantially all of its assets (or whatever portion of those
assets are the subject of purchase offers) is approved by the
Court.  This is not reasonable," the U.S. Trustee states.

"Further, at least one creditor, the Debtors' term loan lender, has
objected to Houlihan's retention.  Its objection is similar - that
Houlihan cannot demonstrate that its engagement will provide a
"tangible, identifiable, and material benefit to the sale process
beyond that which is already being provided by [the Debtors' and
Committee's other] professionals."  Based on the lack of benefit to
the estates, the harm to the very constituency seeking to hire
Houlihan, and the multiple professionals already involved in the
sale process, Houlihan's retention is unnecessary and should not be
approved."

The U.S. Trustee is represented by:

         Hannah Mufson McCollum, Esq.
         United States Department of Justice
         Office of the United States Trustee
         J. Caleb Boggs Federal Building
         844 N. King Street, Room 2207
         Wilmington, DE 19801
         Tel: (302) 573-6491

                     About Sports Authority

Sports Authority Holdings, et al., are sporting goods retailers
with roots dating back to 1928.  The Debtors currently operate 464
stores and five distribution centers across 40 U.S. states and
Puerto Rico.  The Debtors offer a broad selection of goods from a
wide array of household and specialty brands, including Adidas,
Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and
Fitness, Nike, The North Face, and Under Armour, in addition to
their own private label brands.  The Debtors employ 13,000 people.

Sports Authority and six of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to
16-10533) on March 2, 2016.  The petitions were signed by Michael
E. Foss as chairman & chief executive officer.

The Debtors have engaged Gibson, Dunn & Crutcher LLP as general
counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel,
Rothschild Inc. as investment banker, FTI Consulting, Inc., as
financial advisor and Kurtzman Carson Consultants LLC as notice,
claims, solicitation, balloting and tabulation agent.

Andrew Vara, Acting U.S. trustee for Region 3, appointed seven
creditors of Sports Authority Holdings Inc. to serve on the
official committee of unsecured creditors.  Lawyers at Pachulski
Stang Ziehl & Jones LLP represent the Official Committee of
Unsecured Creditors.


SPRINT CORP: Egan-Jones Cuts FC Sr. Unsecured Rating to B
---------------------------------------------------------
Egan-Jones Ratings Company downgraded the foreign currency senior
unsecured rating on debt issued by Sprint Corp to B from BB on June
1, 2016.  EJR also lowered the foreign currency commercial paper
rating on the Company to B from A2.

Sprint Corporation, commonly referred to as Sprint, is an American
telecommunications holding company that provides wireless services
and is a major global Internet carrier.


ST. MICHAEL'S MEDICAL: Says MedRealty Violated Automatic Stay
-------------------------------------------------------------
Saint Michael's Medical Center, Inc., and its affiliated debtors
submitted to the U.S. Bankruptcy Court for the District of New
Jersey, a memorandum of law in support their motion for the
enforcement the automatic stay and the Court's order approving the
Global Settlement Agreement.

"Saint James MedRealty, LLC, the Debtors' former landlord, in
pursuit of certain claims against Trinity, the Debtors’ indirect
parent, and various individuals in state court, disregards
well-settled law that individual creditors lack standing to assert
claims that are property of the bankruptcy estate...  Because
MedRealty is seeking to assert 'estate' claims in its state court
litigation, the Debtors respectfully request the Court enter an
Order enforcing the automatic stay and prohibiting MedRealty from
seeking to obtain possession of, or exercise control over, property
of the estate under Section 362(a)(3) of the Bankruptcy Code...
Further intensifying MedRealty's stay violation, it seeks to assert
claims that were released as part of the Global Settlement
Agreement approved in these cases.  MedRealty will undoubtedly
assert that its claims in the state court litigation are 'direct'
claims against Trinity.  In the alternative, MedRealty may contend
that its state-law alter ego claims against Trinity are
inextricably tied to their breach of contract claim against the
Debtors, so that their undisputed right to pursue the latter
necessarily entails the right to pursue the former... MedRealty has
not and cannot identify how the claims it wishes to pursue differ
in any way from the piercing the corporate veil and/or alter ego
claims released as part of the Global Settlement Agreement,” the
Debtors aver.

Trinity Health Corporation joined in on the Debtor's Motion.
"MedRealty’s claims, which rely on corporate veil-piercing or
alter ego theories of liability, are barred by the clear terms of
this Court’s Order approving the Global Settlement between the
Debtors, Trinity and the Official Committee of Unsecured
Creditors,” Trinity Health argues.

          Med Realty, LLC, et al.'s Objection to the Debtor's
Motion

"On December 1, 2015, Saint James MedRealty, LLC filed a state
court complaint... asserting claims related to a deliberate fraud
perpetrated by Trinity/CHE and other individual defendants, whereby
the defendant parties fraudulently induced Med Realty to enter into
a multi-million dollar sale-leaseback transaction.  Due to the
actions of Trinity/CHE and its co-defendants, Saint James MedRealty
alone has suffered damages in excess of $11 million... Nearly 6
months later, the Debtors and Trinity/CHE assert that certain
counts of the Complaint... should be dismissed because those claims
are allegedly property of the estate and have been released by the
Debtors pursuant to the terms of a global settlement agreement with
Trinity and the Committee.  The Debtors and Trinity/CHE's entire
argument is dependent upon a finding that Counts I, II and III are
'generalized' veil piercing/alter ego claims that could have been
brought by any of the Debtors' creditors, and that those claims are
not personal, individual claims that Med Realty can pursue. The
Debtors and Trinity/CHE are simply wrong... Counts I through III of
the Complaint are direct claims against Trinity/CHE that seek to
hold Trinity/CHE liable for its own actions and omissions that
caused direct and specific damages to Med Realty, and Med Realty
alone.  Despite their arguments to the contrary, these are not
derivative claims that could only be brought by piercing the
corporate veil or asserting an alter ego theory, nor are they
claims that any other party could bring, much less 'generalized'
estate claims that the Debtors could have brought.  Thus, these
claims are not part of the bankruptcy estates and are not impacted
by the releases in the global settlement agreement," Med Realty,
Inc., et al., assert.

The Debtors' Motion is scheduled for hearing on June 14, 2016 at
2:30 p.m.

Saint Michael's Medical Center and its affiliated debtors are
represented by:

          Michael D. Sirota, Esq.
          Ryan T. Jareck, Esq.
          COLE SCHOTZ P.C.
          P.O. Box 800
          Hackensack, NJ 07602-0800
          Telephone: (201)489-3000
          Facsimile: (201)489-1536
          E-mail: msirota@coleschotz.com
                  rjareck@coleschotz.com
                
Trinity Health Corporation is represented by:

          William H. Schorling, Esq.
          Mark Pfeiffer, Esq.
          BUCHANAN INGERSOLL & ROONEY PC
          700 Alexander Park, Suite 300
          Princeton, NJ 08540-6347
          Telephone: (609)987-6800
          Facsimile: (609)520-0360
          E-mail: william.schorling@bipc.com
                  mark.pfeiffer@bipc.com
                
Med Realty, LLC, et al., are represented by:

          Warren J. Martin, Jr., Esq.
          Brett S. Moore, Esq.
          Rachel A. Parisi, Esq.
          PORZIO, BROMBERG & NEWMAN, P.C.
          100 Southgate Parkway
          P.O. Box 1997
          Morristown, NJ 07962
          Telephone: (973)538-4006
          Facsimile: (973)538-5146
          E-mail: wjmartin@pbnlaw.com
                  bsmoore@pbnlaw.com
                  raparisi@pbnlaw.com

             About Saint Michael's Medical Center

Saint Michael's Medical Center, Inc., was incorporated in 2008 to
acquire St. Michael's Medical Center and 2 other now defunct
hospitals (Saint James Hospital and Columbus Hospital) was
acquired
from Cathedral Healthcare System Inc., a New Jersey nonprofit.

SMMC is a second tier subsidiary of Trinity Health Corporation.
The
immediate sole corporate member of SMMC is Maxis Health System, a
Pennsylvania not-for-profit corporation.

Established by the Franciscan Sisters of the Poor in 1867, St.
Michael's Medical Center is a 357- bed licensed regional
tertiary-care, teaching, and research center in the heart of
Newark, New Jersey's business and educational district and is
accredited by The Joint Commission.

On Aug. 10, 2015, SMMC Inc. and three 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
New Jersey.  The cases are pending before the Honorable Vincent F.
Papalia, and the Debtors have requested that their cases be
jointly
administered under Case No. 15-24999.

The Debtors tapped Cole Schotz P.C. as bankruptcy counsel;
EisnerAmper LLP as financial advisor; and Prime Clerk LLC as
claims
and noticing agent.

SMMC estimated $100 million to $500 million in assets and debt.

United States Trustee Region 3, notified the United States
Bankruptcy Court for the District of
New Jersey of the appointment of Susan N. Goodman, RN JD, as
patient care ombudsman in the Chapter 11 case of Saint Michael's
Medical Center, Inc., and its debtor affiliates.

U.S. trustee for Region 3, appointed seven creditors of Saint
Michael's Medical Center Inc. and its affiliates to serve on the
official committee of unsecured creditors.   Andrew H. Sherman,
Esq., Boris I. Mankovetskiy, Esq., and Lucas F. Hammonds, Esq., at
Sills Cummis & Gross PC, represent the Committee.


STARSHINE ACADEMY: U.S. Trustee Forms 2-Member Committee
--------------------------------------------------------
The Office of the U.S. Trustee on June 14 appointed two creditors
of Starshine Academy to serve on the official committee of
unsecured creditors.

The committee members are:

     (1) STEPs - Serving the Exceptional Populations
         Attention: Judy C. Newton-Belkis
         131 E. Secretariat Dr.
         Tempe, AZ 85284
         Telephone: (602) 628-2827
         Email: steps1@cox.net

     (2) Education Support Services
         Attention: Carl Grasso
         31413 N. 20th Ave.
         Phoenix, AZ 85085
         Telephone: (623) 398-5840
         Email: carlmgrasso@gmail.com

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

                     About Starshine Academy

Starshine Academy, dba Starshine Academy Schools, filed a Chapter
11 bankruptcy petition (Bankr. D. Ariz. Case No. 16-01803) on Feb.
26, 2016.  Patricia A. McCarty, the president, signed the
petition.

The Debtor estimated both assets and liabilities in the range of
$10 million to $50 million.  Carmichael & Powell, P.C. represents
the Debtor as counsel.  Judge Scott H. Gan is assigned to the case.


STEVE MURPHY: Buyer Still Arranging Funding for $15M Deal
---------------------------------------------------------
Steve and Celeste Murphy, in early June filed an amended motion
asking the U.S. Bankruptcy Court for the Northern District of
Illinois, Western Division, for an order authorizing the sale to
QuickLiquidity, LLC, of certain of the Debtor's membership
interests in GNI of Alford and around 25 other LLC entities.  The
Debtors filed the amended motion to disclose that the buyer is
still arranging financing to complete the purchase of the LLCs.

According to a Letter Agreement, QuickLiquidity has agreed to
purchase ownership interests in 26 single tenant Walgreens for $15
million.  A list of the LLCs to be sold is available at:
  
http://bankrupt.com/misc/Steve_and_Celeste_280_Sale_LLC_List.pdf

Pursuant to a Joint Stipulation Regarding Sale Of Membership
Interests (the "Joint Stipulation") entered into between the other
Members of the Membership Interests and the Debtors, the Debtors
were permitted to sell their Membership Interests to a bona fide
purchaser for a period of six months until June 2016, subject to a
right of first refusal by the other Members and other conditions
enumerated therein.

The Debtors' Membership Interests are subject to a prepetition lien
filed by the Internal Revenue Service in the amount of $4,436,376.


The Debtor filed a Motion requesting the setting of bid procedures
and authorizing the sale to the Buyer.  The Court authorized
certain portions of the Debtor’s request including the conduct of
due diligence and the payment of a stalking horse fee for the Buyer
and the payment of legal expenses for both the Buyer and the
Members arising from due diligence conducted by all parties.

The Joint Stipulation required that the Buyer qualify as a "bona
fide purchaser" whose offer would be accompanied by "...reasonable
evidence of the offering party's ability to perform, such as a firm
commitment letter to the extent any financing is involved..."

Pursuant to the letter commitment, the Buyer has acquired the
necessary financing from Bloomfield Capital and is now qualified
subject only to the completion of due diligence which is still
ongoing.

Because due diligence has not been completed and is the subject of
a dispute between the parties, the due diligence must be completed
before a closing can occur.  However, the Commitment Letter
contains only that contingency other than normal closing
requirements attendant to any real estate closing, and satisfies
the requirement of the Joint Stipulation that Quick Liquidity has
provided reasonable evidence of its ability to perform.

Once due diligence is completed, the Buyer will perform and thus
the Commitment Letter provides reasonable evidence of the Buyer’s
ability to perform.

Accordingly, the Debtor requests the entry of an order approving
the sale of the Membership Interests to the Buyer on a timely
basis, subject only to the right of first refusal given to the
non-Debtor Members in the Joint Stipulation.

Steve Murphy and Celeste Murphy filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Ill. Case No. 13-80740) on March 7, 2013.
The case judge is the Hon. Thomas M. Lynch.

Steve and Celeste Murphy are represented by:

         Michael J. Davis
         BKN Murray LLP
         1500 Eisenhower Lane, Suite 800
         Lisle, IL 60532
         Tel: (630) 915-3999
         E-mail: mdavis@bknmurray.com


STONE ENERGY: Hikes BofA Credit Facility Borrowing Base to $360M
----------------------------------------------------------------
Stone Energy Corporation entered into Amendment No. 3 to the Fourth
Amended and Restated Credit Agreement dated as of June 24, 2014,
among the Company, certain of the Company's subsidiaries, as
guarantors, and the financial institutions party thereto.

This Amendment was entered among Stone Energy Corporation, a
Delaware corporation (the "Borrower"), Stone Energy Offshore,
L.L.C., SEO A LLC, SEO B LLC, the financial institutions party to
the Credit Agreement described below as Banks and Bank of America,
N.A., as Agent for the Banks and as Issuing Bank.

The Amendment amends the Credit Agreement to:

    (i) increase the borrowing base to $360 million from $300
        million;

   (ii) provide for no redetermination of the borrowing base until

        Jan. 15, 2017, other than an automatic reduction upon the
        sale of certain of the Company's properties;

  (iii) permit second lien indebtedness to refinance the existing
        convertible notes and senior unsecured notes;

   (iv) revise the maximum consolidated funded leverage ratio to
        be 5.25x for the fiscal quarter ending June 30, 2016,
        6.50x for the fiscal quarter ending Sept. 30, 2016, 9.50x
        for the fiscal quarter ending Dec. 31, 2016, and 3.75x
        thereafter;

    (v) require minimum liquidity of at least $125 million until
        Jan. 15, 2017;

   (vi) impose limitations on capital expenditures;

  (vii) grant the lenders a perfected security interest in all
        deposit accounts; and

(viii) provide for anti-hoarding cash provisions for amounts in
        excess of $50 million to apply after Dec. 10, 2016.

In connection with the Amendment, on June 14, 2016, the Company
repaid $56.8 million in borrowings under the Credit Agreement,
resulting in the Company having $360 million outstanding under the
Credit Agreement, including $18.3 million of outstanding letters of
credit.  Following this payment, the Company has cash on hand of
approximately $185 million.  The Company continues to assess
various strategic alternatives to address its liquidity and capital
structure, including strategic and refinancing alternatives through
a private restructuring, asset sales and a prepackaged or
prearranged bankruptcy filing.

A full-text copy of the Amended and Restated Credit Agreement
is available for free at https://is.gd/KHwjjh

                     About Stone Energy

Stone Energy is an independent oil and natural gas company engaged
in the acquisition, exploration, exploitation, development and
operation of oil and gas properties.  The Company has been
operating in the Gulf of Mexico Basin since its incorporation in
1993 and have established a technical and operational expertise in
this area.  The Company has leveraged its experience in the GOM
conventional shelf and expanded its reserve base into the more
prolific basins of the GOM deep water, Gulf Coast deep gas and the
Marcellus and Utica shales in Appalachia.  As of Dec. 31, 2015,
the Company's estimated proved oil and natural gas reserves were
approximately 57 MMBoe or 342 Bcfe.  During 2015, approximately 95
MMBoe or 570 Bcfe of the Company's estimated proved reserves were
revised downward as a result of lower oil, natural gas and natural
gas liquids prices.

Stone Energy reported a net loss of $1.1 billion in 2015 following
a net loss of $189.54 million in 2014.  As of March 31, 2016, Stone
Energy had $1.64 billion in total assets, $1.87 billion in total
liabilities and a total stockholders' deficit of $225 million.

                          *    *    *

In March 2016, Standard & Poor's lowered its corporate credit
rating on U.S.-based oil and gas exploration and production company
Stone Energy to 'CCC-' from 'CCC+'.

As reported by the TCR on May 23, 2016, Moody's Investors Service
downgraded Stone Energy Corporation's Corporate Family Rating (CFR)
to Ca from Caa2, Probability of Default Rating (PDR) to Ca-PD from
Caa2-PD, and senior unsecured rating to Ca from Caa3. The SGL-4
Speculative Grade Liquidity (SGL) rating was affirmed. The rating
outlook remains negative.


STONE ENERGY: Intends to Make $29M Notes Interest Payment
---------------------------------------------------------
As previously announced on May 16, 2016, Stone Energy Corporation
elected to not make an approximate $29 million interest payment
that was due on May 15, 2016, with respect to its outstanding 7.50%
Senior Notes due 2022.  The Company did not make the Interest
Payment at that time in order to allow the Company to continue to
assess various strategic alternatives to address its liquidity and
capital structure, including strategic and refinancing alternatives
through a private restructuring, asset sales and a prepackaged or
prearranged bankruptcy filing.  The indenture governing the 2022
Notes provides a 30-day grace period that extended the latest date
for making the Interest Payment to June 14, 2016, before an event
of default would have occurred under the indenture.  The Company
intended to make the Interest Payment on June 14, 2016, and, as a
result, will be in compliance with its obligations under the
indenture.  

In addition, on June 13, 2016, the Company made the second
borrowing base deficiency payment of approximately $29.2 million
pursuant to the terms of that certain Fourth Amended and Restated
Credit Agreement, dated as of June 24, 2014, among the Company,
certain of the Company's subsidiaries, as guarantors, and the
financial institutions party thereto.  The Company continues to
assess its restructuring alternatives.

                      About Stone Energy

Stone Energy is an independent oil and natural gas company engaged
in the acquisition, exploration, exploitation, development and
operation of oil and gas properties.  The Company has been
operating in the Gulf of Mexico Basin since its incorporation in
1993 and have established a technical and operational expertise in
this area.  The Company has leveraged its experience in the GOM
conventional shelf and expanded its reserve base into the more
prolific basins of the GOM deep water, Gulf Coast deep gas and the
Marcellus and Utica shales in Appalachia.  As of Dec. 31, 2015,
the Company's estimated proved oil and natural gas reserves were
approximately 57 MMBoe or 342 Bcfe.  During 2015, approximately 95
MMBoe or 570 Bcfe of the Company's estimated proved reserves were
revised downward as a result of lower oil, natural gas and natural
gas liquids prices.

Stone Energy reported a net loss of $1.1 billion in 2015 following
a net loss of $189.54 million in 2014.  As of March 31, 2016, Stone
Energy had $1.64 billion in total assets, $1.87 billion in total
liabilities and a total stockholders' deficit of $225 million.

                          *    *    *

In March 2016, Standard & Poor's lowered its corporate credit
rating on U.S.-based oil and gas exploration and production company
Stone Energy to 'CCC-' from 'CCC+'.

As reported by the TCR on May 23, 2016, Moody's Investors Service
downgraded Stone Energy Corporation's Corporate Family Rating (CFR)
to Ca from Caa2, Probability of Default Rating (PDR) to Ca-PD from
Caa2-PD, and senior unsecured rating to Ca from Caa3. The SGL-4
Speculative Grade Liquidity (SGL) rating was affirmed. The rating
outlook remains negative.


STONE ENERGY: S&P Raises CCR to 'CCC-' on Interest Payment
----------------------------------------------------------
S&P Global Ratings said it raised its corporate credit rating on
oil and gas exploration and production company Stone Energy Corp.
to 'CCC-' from 'D'.  The outlook is negative.

S&P also raised the issue-level rating on the company's senior
unsecured debt to 'CCC-' from 'D'.  The recovery rating is '3',
indicating S&P's expectation of meaningful (high end of the 50% to
70% range) recovery if a payment default occurs.

The 'CCC-' corporate credit rating reflects the risk that Stone
could elect to file for Chapter 11 and/or restructure its debt
within the next six months.  S&P expects the borrowing base for the
company's reserve-based lending facility to decrease in the fall,
further pressuring liquidity on top of lower cash flows from
operations.  S&P also notes that the company has an upcoming
$300 million maturity in March 2017, and S&P believes the company
would have trouble accessing capital markets to refinance it given
current market conditions.

S&P assess Stone's liquidity as less than adequate.  This reflects
S&P's expectation that cash sources will not cover cash uses by
1.2x over the next 12 months.

The negative outlook on Stone Energy reflects the likelihood it
could file Chapter 11, default on its debt or announce a negotiated
debt restructuring given its declining liquidity and the upcoming
note maturity in 2017.

S&P could lower the rating if Stone defaults or enters into a
restructuring under which investors receive less than what was
promised on the original securities.

S&P could raise the rating if it believes that the company is
unlikely to pursue a debt restructuring and that a default is
unlikely with the next six months.


SUNEDISON INC: ASIC Wants Segregation of Cash Collateral
--------------------------------------------------------
Atlantic Specialty Insurance Company ("ASIC") asks the U.S.
Bankruptcy Court for the Southern District of New York, to order
the segregation of SunEdison, Inc., et al.'s cash collateral and to
compel the Debtors to provide adequate protection.

ASIC contends that it possesses an interest in the proceeds of
several of the Debtors' construction contracts for which ASIC
issued surety bonds.  It further contends that it issued numerous
bonds, in the aggregate amount of $31,014,918, on behalf of the
Debtors and non-Debtor affiliates of SunEdison, Inc. to secure the
payment and performance obligations under multiple construction
projects awarded to the Debtors prior to the commencement of the
Debtors' Bankruptcy proceedings.

ASIC tells the Court that in exchange for ASIC issuing the Bonds,
Indemnitors SunEdison, NVT LLC, and NVT Licenses, LLC executed a
General Indemnity Agreement in favor of ASIC.  It further told the
Court that under the General Indemnity Agreement, the Indemnitors
agreed to exonerate, hold harmless, indemnify and keep ASIC
indemnified from and against any and all liability for losses,
fees, costs, and expenses of any kind of nature, including but not
limited to court costs, reasonable attorneys’ fees, accounting
and other reasonable outside consulting fees and from and against
any such losses and expenses which ASIC may incur or sustain as a
result of ASIC's issuance of the Bonds.

"Since ASIC's interests in the proceeds of the Debtors' bonded
contracts exceed that of any other creditor and it holds rights of
equitable subrogation to the receivables on the bonded contracts,
ASIC seeks an Order from the Court that the cash collateral derived
from bonded contracts... be segregated and adequate protection be
provided to ASIC to ensure that the contract funds are used to
satisfy the Debtors' obligations under the various bonded
contracts," ASIC avers.

ASIC relates that it has received Existing Claims in the total
amount of $1,123,073, alleging that the Debtors have breached
bonded obligations.  ASIC notes that three of the Existing Claims
exceed the penal sum of ASIC's Bonds.  

ASIC tells the Court that it is axiomatic that ASIC's liability is
limited to the penal sum of the Bond.  It further tells the Court
that this just underscores the importance of segregation of bonded
contract funds to ensure that adequate funds are available for
discharge of the Debtors' bonded obligations under their contracts
with the bonded project owners and bonded project subcontractors,
suppliers and materialmen.

Atlantic Specialty Insurance Company is represented by:

          John E. Sebastian, Esq.
          Albert L. Chollet III, Esq.
          WATT, TIEDER, HOFFAR, & FITZGERALD, L.L.P.
          10 S. Wacker Drive, Suite 2935
          Chicago, IL 60606
          Telephone: (312) 219-6900
          E-mail: jsebastian@watttieder.com
                  achollet@watttieder.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, 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.


SUNRISE REAL: Delays 2014 Form 10-K to Complete New Audit
---------------------------------------------------------
Sunrise Real Estate Group, Inc., notified the Securities and
Exchange Commission that its Form 10-K for the fiscal year ended
Dec. 31, 2014, is delayed.  

The Company's prior accounting firm, Finesse CPA, P.C. has ceased
operation, is no longer registered with the PCAOB and is no longer
able to provide its consent to the use of its audit report for
2013, which must accompany the Form 10K for the fiscal year ended
Dec. 31, 2014.  Therefore, the Company is required by the
Securities and Exchange Act of 1934 to conduct a new audit of its
financial statements for 2013, even though there would otherwise be
no requirement to do so and there are no outstanding comments to
the financial statements for 2013 included in the Form 10-K for the
fiscal year ended Dec. 31, 2013, from the Securities and Exchange
Commission.  Such new audit is currently in process.

                   About Sunrise Real Estate

Headquartered in Shanghai, the People's Republic of China, Sunrise
Real Estate Group, Inc. was initially incorporated in Texas on
Oct. 10, 1996, under the name of Parallax Entertainment, Inc.
On Dec. 12, 2003, Parallax changed its name to Sunrise Real
Estate Development Group, Inc.  On April 25, 2006, Sunrise Estate
Development Group, Inc., filed Articles of Amendment with the
Texas Secretary of State, changing the name of Sunrise Real Estate
Development Group, Inc. to Sunrise Real Estate Group, Inc.,
effective from May 23, 2006.

The Company and its subsidiaries are engaged in the property
brokerage services, real estate marketing services, property
leasing services and property management services in China.

Sunrise Real Estate reported a net loss of $1.93 million in 2013
following a net loss of $3.47 million in 2012.

As of June 30, 2014, Sunrise Real had $73.1 million in total
assets, $72.2 million in total liabilities and $837,000 in total
shareholders' equity.

Finesse CPA, P.C., in Chicago, Illinois, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that the
Company has a working capital deficiency, accumulated deficit from
recurring net losses for the current and prior years, and
significant short-term debt obligations currently in default or
maturing in less than one year.  These conditions raise
substantial doubt about its ability to continue as a going
concern.


TATOES LLC: Court Issues Final Cash Collateral Order
----------------------------------------------------
Judge Frederick P. Corbit of the U.S. Bankruptcy Court for the
Eastern District of Washington, issued his Final Order authorizing
Tatoes, LLC, et al., to use cash collateral.

Judge Corbit authorized the Debtors to use cash collateral in
accordance with the monthly budgets, until the earliest to occur of
Nov. 30, 2016, or the confirmation of a Chapter 11 plan in any of
the Debtors' cases, and/or dismissal or conversion of any of the
Debtors cases, unless terminated at an earlier date and time or
extended to a later date and time by a subsequent order of the
Court.

The monthly budgets provide for expenses such as Wages, Payroll
Taxes, Chemicals, Pre-Petition Chemicals Fertilizer, Pre-Petition
Fertilizer Application, Fuel and Soil Testing among others.  

Judge Corbit directed the Debtors to make quarterly interest
payments to Rabo AgriFinance ("RAF") as adequate protection.  The
first quarterly interest payment is due on June 30, 2016 and
subsequent quarterly interest payments are due on Sept. 30, Dec. 31
and March 31.  The interest payments are calculated using an
interest rate of four and one-half percent.  The interest will be
paid on the outstanding principal amount of RAF's debt as of the
date of the bankruptcy filing calculated either as agreed upon by
RAF and the Debtor or in an amount set by the Court.

A full-text copy of the Final Order, dated May 25, 2016, is
available for free at https://is.gd/SSQsz1.

                     About Tatoes, LLC

Tatoes, LLC, Wahluke Produce, Inc., and Columbia
Manufacturing, Inc., are engaged in farming, packing, storing,
and selling potatoes, onions and wheat. Each of the Debtors filed
Chapter 11 bankruptcy petitions (Bankr. E.D. Wash. Case Nos.
16-00900, 16-00899 and 16-00898, respectively) on March 21,
2016. Tatoes LLC estimated assets and liabilities in the range
of $10 million to $50 million. Wahluke Produce and Columbia
Manufacturing estimated assets in the range of $50 million to $100
million and liabilities of up to $100 million. Bailey & Busey LLC
serves as counsel to the Debtors.


TATOES LLC: Saddle Mountain Claims 1st Priority Lien on 2016 Crops
------------------------------------------------------------------
Saddle Mountain Supply Co., Inc., submitted to the U.S. Bankruptcy
Court for the Eastern District of Washington, a reply in support of
its claim of first priority in Tatoes, LLC's 2016 potato and onion
crops.

Saddle Mountain contends that its statutory supplier lien, rather
than Rabo AgriFinance Inc.'s replacement lien, is entitled to first
priority.  It further contends that the Debtor owes an obligation
to Saddle Mountain that was incurred to produce Debtor's 2016 crops
and that the Debtor owes no such obligation to Rabo.

Saddle Mountain asserts that its lien has first priority pursuant
to RCW 60.11.050(4).  It further asserts that the replacement lien
the Debtor proposes to grant to Rabo does not change the result.  

"Rabo is not extending Debtor a new loan.  Thus, Debtor is not
'incurring' any new 'obligation' that would bring Rabo within the
ambit of RCW 60.11.050(4)... Should the Court conclude that Rabo is
otherwise entitled to first priority, it should subordinate the
replacement lien to Saddle Mountain's supplier lien based on the
equities of the case pursuant to 11 U.S.C. Section 552(b).
Contrary to Rabo's assertions, Section 552(b) squarely authorizes
the Court to order such relief.  Tellingly, Rabo has not responded
to such compelling equitable considerations identified in Saddle
Mountain's opening brief.  The Court should therefore order that
Saddle Mountain has a first-priority lien in Debtor's 2016
crops,” Saddle Mountain argues.

Saddle Mountain Supply Co., Inc. is represented by:

         Thomas T. Bassett, Esq.
         John T. Drake, Esq.
         FOREST PEPPER, PLLC
         618 West Riverside Avenue, Suite 300
         Spokane, WA 99201-5102
         Telephone: (509)777-1600
         Facsimile: (509)777-1616
         E-mail: tom.bassett@foster.com
                 john.drake@foster.com

                     About Tatoes, LLC

Tatoes, LLC, Wahluke Produce, Inc., and Columbia
Manufacturing, Inc., are engaged in farming, packing, storing,
and selling potatoes, onions and wheat.

Each of the Debtors filed Chapter 11 bankruptcy petitions (Bankr.
E.D. Wash. Case Nos. 16-00900, 16-00899 and 16-00898, respectively)
on March 21, 2016.  Tatoes LLC estimated assets and liabilities in
the range of $10 million to $50 million. Wahluke Produce and
Columbia Manufacturing estimated assets in the range of $50 million
to $100 million and liabilities of up to $100 million.

Bailey & Busey LLC serves as counsel to the Debtors.


TC WESTSHORE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: TC Westshore, LLC
            dba Rathaus Las Vegas
        10175 W. Twain Ave., Suite 130
        Las Vegas, NV 89147

Case No.: 16-13277

Chapter 11 Petition Date: June 15, 2016

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. Laurel E. Davis

Debtor's Counsel: Zachariah Larson, Esq.
                  LARSON & ZIRZOW, LLC
                  850 E. Bonneville Ave.
                  Las Vegas, NV 89101
                  Tel: (702) 382-1170
                  Fax: (702) 382-1169
                  E-mail: carey@lzlawnv.com
                          zlarson@lzlawnv.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $0 to $50,000

The petition was signed by Bobby Sabas, managing member.

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


TEARN DEVELOPMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Tearn Development LLC
        181 Avenue A
        Bayonne, NJ 07002

Case No.: 16-21672

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: June 15, 2016

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

Judge: Hon. Stacey L. Meisel

Debtor's Counsel: Nicholas Fitzgerald, Esq.
                  FITZGERALD & ASSOCIATES, P.C.
                  649 Newark Ave
                  Jersey City, NJ 07306
                  Tel: (201) 533-1100
                  Fax: (201) 533-1111
                  E-mail: nickfitz.law@gmail.com

Total Assets: $2.25 million

Total Liabilities: $2.24 million

The petition was signed by Richard Cirminello, partner.

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


TENET HEALTHCARE: Egan-Jones Cuts FC Sr. Unsec. Rating to B-
------------------------------------------------------------
Egan-Jones Ratings Company downgraded the foreign currency senior
unsecured rating on debt issued by Tenet Healthcare Corp to B- from
B on June 3, 2016.

Tenet Healthcare Corporation is a multinational investor-owned
healthcare services company based in Dallas, Texas.


TOYS R US: Moody's Cuts Probability of Default Rating to Caa3
-------------------------------------------------------------
Moody's Investors Service stated that if the exchange offer
announced by Toys "R" Us, Inc. on June 14, 2016 proceeds as
outlined, it will constitute a distressed exchange, which is an
event of default under Moody's definition of default. As a result,
the Probability of Default rating is downgraded to Caa3-PD from
B3-PD.

"We view Toys' proposed exchange as opportunistic and driven by a
confluence of factors, and believe it enhances liquidity as it
takes two meaningful maturities off the table for the next five
years," stated Moody's Vice President Charlie O'Shea. "The
company's B3 corporate family rating is unaffected, and it is our
expectation that if this exchange closes as outlined in the 8K
filed yesterday, the PDR will return to the B3-PD rating level
shortly thereafter."

Downgrades:

Issuer: Toys 'R' US, Inc.

-- Probability of Default Rating, Downgraded to Caa3-PD from B3-
    PD

Outlook Actions:

Issuer: Toys 'R' Us Property Company I, LLC

-- Outlook, Changed To No Outlook From Stable

Issuer: Toys 'R' Us Property Company II, LLC

-- Outlook, Changed To No Outlook From Stable

-- Outlook, Remains Stable

Issuer: Toys 'R' Us-Delaware, Inc.

-- Outlook, Changed To No Outlook From Stable

Affirmations:

Issuer: Toys 'R' Us Property Company I, LLC

-- Senior Unsecured Bank Credit Facility, Affirmed Caa1(LGD5)

Issuer: Toys 'R' Us Property Company II, LLC

-- Senior Secured Regular Bond/Debenture, Affirmed Ba3(LGD2)

Issuer: Toys 'R' US, Inc.

--  Speculative Grade Liquidity Rating, Affirmed SGL-2

-- Corporate Family Rating, Affirmed B3

-- Senior Unsecured Regular Bond/Debenture, Affirmed Caa2(LGD6)

Issuer: Toys 'R' US, Inc. (Old)

-- Senior Unsecured Regular Bond/Debenture, Affirmed Caa2(LGD6)

-- Senior Unsecured Regular Bond/Debenture, Affirmed Caa1(LGD5)

Issuer: Toys 'R' Us-Delaware, Inc.

-- Senior Secured Bank Credit Facility, Affirmed Ba3(LGD2)

-- Senior Secured Bank Credit Facility, Affirmed B3(LGD3)

-- Senior Secured Bank Credit Facility, Affirmed B2(LGD3)

RATINGS RATIONALE

The B3 rating primarily considers Toys' weak, though improving,
quantitative credit profile, which is hamstrung by the significant
levels of LBO debt that still remain, with improvements in
debt/EBITDA to 5.7 times at FYE January 2016 offset to a degree by
still-weak EBITA/interest of 1 time. The rating also relies on the
company's market position, which while challenged by a formidable
set of core competitors such as Walmart, Target, and Amazon,
remains a key positive rating factor, as are its relationships with
key vendors such as Mattel and Hasbro. Financial sponsor ownership
by affiliates of Kohlberg, Kravis, Roberts; Bain Capital, and
Vornado is also a rating factor due to the inherent financial
policy issues that can arise. The company's good liquidity,
reflected in the SGL-2 rating, is another key factor driving the B3
rating. Moody's notes maintenance of the current SGL-2 rating is
dependent on the timing of the execution of the upcoming debt
maturities. The stable outlook recognizes the significant
improvement in Toys' operating performance during 2015, and Moody's
expectation that at least current levels of performance will
continue regardless of product cycles, as well as our view that
consistent with past practice, the company will expeditiously and
economically address the upcoming 2017 maturities. Ratings could be
upgraded if debt/EBITDA is maintained around current levels with
EBITA/interest maintained above 1.25 times. Ratings could be
downgraded if debt/EBITDA was sustained above 7 times or if the
pending 2017 refinancings are not handled smoothly and
economically.

Headquartered in Wayne, New Jersey, Toys "R" Us, Inc. is a leading
toy retailer, with annual revenues of around $12 billion.


TOYS R US: S&P Affirms 'B-' CCR on Proposed Exchange Offer
----------------------------------------------------------
S&P Global Ratings affirmed its ratings on Toys "R" Us Inc.
including the 'B-' corporate credit rating.  The outlook is stable.


The affirmation reflects S&P's view that the proposed exchange is
not a distressed exchange for these reasons:

   -- S&P does not see a conventional default (absent the
      transaction) in the near to intermediate term given the
      company's gradually improving performance.

   -- S&P views the exchanged notes as adequate compensation for
      the exchanged debt.

"The rating on Toys reflects ongoing intense competition from
online and large big-box retailers that could result in market
share losses, but also modest profit growth with some free
operating cash flows over the next few years after capital
expenditure (capex) requirements," said credit analyst Robert
Schulz.  "Considerable asset ownership is largely encumbered by
secured debt.  Operating efficiency metrics have been improving
because of successful restructuring initiatives, but inventory
issues still remain a risk.  The company remains dependent on the
holiday season for a majority of EBITDA and cash flow."

The rating outlook on Toys is stable.  S&P expects moderate profit
growth in 2016 driven by low-single-digit EBITDA growth on modest
margin expansion and low-single-digit revenue decline.  S&P assumes
any positive free operating cash flow will be less than $50
million.  S&P assumes the company will act to refinance its secured
2017 maturities over the coming quarters.

S&P would lower the rating if what it sees as the risks to Toys'
ability to refinance upcoming debt maturities or otherwise sustain
its debt capital structure should escalate.  The company has
significant secured debt maturities in 2017, so continued gradual
improvement, including a good performance for the 2016 holiday
season, and favorable credit market conditions in the coming year
remain important.

For example, S&P would likely lower the rating if it thought 2016
EBITDA (before adjustments) would not be at least $650 million or
higher in 2016 or if annual cash flow looked to become negative.
S&P estimates that a sales decline of more than 3.5% and gross
margin compression of around 50 basis points could lead to that
scenario.

Given the company's weak credit metrics and industry competition,
S&P do not expect to consider a higher rating over at least the
next year.  Nonetheless, S&P would do so if adjusted leverage were
in the low-5x area and the company were addressing its secured 2017
maturities.  For example, S&P would need to believe the company can
reach unadjusted EBITDA in the range of $850 million before an
upgrade.  This level is considerably above S&P's near-term
performance expectations.


TRANSCANADA CORP: Egan-Jones Lowers Sr. Unsec. Rating to BB+
------------------------------------------------------------
Egan-Jones Ratings Company downgraded the foreign currency senior
unsecured rating on debt issued by TransCanada Corp to BB+ from BBB
on June 3, 2016.

TransCanada Corporation is a major North American energy company
based in Calgary, Alberta, developing and operating energy
infrastructure in North America.


TRINITY TEMPLE: Seeks to Hire Teja Shariff as Accountant
--------------------------------------------------------
The Trinity Temple Church of God in Christ, Inc. seeks approval
from the U.S. Bankruptcy Court for the District of Connecticut to
hire Teja Shariff as its accountant.

The Debtor proposes to hire an accountant to prepare tax returns
and financial documents in connection with its Chapter 11 case.
Mr. Shariff will also provide general accounting services to the
Debtor's bankruptcy estate as needed.

The fees of Mr. Shariff will not exceed $10,000, without prejudice,
to seek an increase, according to court filings.

Mr. Shariff does not represent any interest adverse to the Debtor
or its estate.

The Debtor can be reached through its counsel:

     Jeffrey M. Sklarz )
     Green & Sklarz LLC
     700 State Street, Suite 100
     New Haven, CT 06511
     Tel: (203) 285-8545
     Fax: (203) 823-4546
     E-mail: jsklarz@gs-lawfirm.com

                      About Trinity Temple

The Trinity Temple Church of God in Christ, Inc. sought protection
under Chapter 11 of the Bankruptcy Code in the District of
Connecticut (New Haven) (Case No. 16-30714) on May 5, 2016.  

The petition was signed by Charles H. Brewer, III, president.  The

case is assigned to Judge Julie A. Manning.

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


TRONOX LTD: Egan-Jones Cuts FC Sr. Unsec. Rating to CCC
-------------------------------------------------------
Egan-Jones Ratings Company lowered the foreign currency senior
unsecured rating on debt issued by Tronox Ltd to CCC from B- on
June 2, 2016.  EJR also lowered the commercial paper rating on the
Company to C from B.

Tronox Limited is an American worldwide chemical company involved
in the titanium products industry.


TWIN PEAKS: Court Affirms Order for C. Russell to Remit $441K
-------------------------------------------------------------
Judge David Nuffer of the United States District Court for the
District of Utah, Central Division, affirmed, in its entirety, the
bankruptcy court's decision granting Trustee Duane H. Gillman's
summary judgment motion and ruling that Christopher Russell
profited in the amount of $441,008.97 from a Ponzi scheme carried
out by Debtor Twin Peaks Financial Services, Inc. and MNK
Investments.

Mr. Russell is ordered to remit $441,008.97, plus pre-judgment
interest and post-judgment interest at the federal rate
applicable.

The appeals case is DUANE H. GILLMAN, as Chapter 7 Trustee,
Plaintiff-Appellee, v. CHRISTOPHER RUSSELL aka CHRIST RUSSELL, an
individual, Defendant-Appellant, Case No. 2:15-cv-00167-DN,
relating to In re: TWIN PEAKS FINANCIAL SERVICES, INC. aka KENNETH
C. TEBBS aka MNK INVESTMENTS, INC., and MNK INVESTMENTS, Debtor.

A full-text copy of the Memorandum Decision dated June 6, 2016 is
available at https://is.gd/syKSHA from Leagle.com.

Christopher Russell, Appellant, is represented by Jeffrey Weston
Shields, Esq. -- jshields@joneswaldo.com -- JONES WALDO HOLBROOK &
MCDONOUGH, Jerome Romero, Esq. -- jromero@joneswaldo.com -- JONES
WALDO HOLBROOK & MCDONOUGH & Vincent C. Rampton, Esq. --
vrampton@joneswaldo.com -- JONES WALDO HOLBROOK & MCDONOUGH.

Duane H. Gillman, Appellee, is represented by Kenneth L. Cannon,
II, DURHAM JONES & PINEGAR, Burton G. Davis, KERN RIVER GAS
TRANSMISSION COMPANY, Ian S. Davis, DURHAM JONES & PINEGAR, Jessica
G. Peterson, DURHAM JONES & PINEGAR, Michael F. Thomson, DORSEY &
WHITNEY & Penrod W Keith, DURHAM JONES & PINEGAR.

Bankruptcy Clerk's Office, Notice Party, Pro Se.

                       About Twin Peaks

Utah-based Twin Peaks Financial Services, Inc. was placed into
involuntary Chapter 11 bankruptcy (Bankr. D. Utah Case No. 07-
25399) on Nov. 9, 2007.  Judge Judith A. Boulden presided over the
case, which was subsequently converted to Chapter 7 with Duane H.
Gillman serving as Chapter 7 Trustee.


UNIVERSAL SOFTWARE: Hires J. Edgar Group as Financial Consultant
----------------------------------------------------------------
Universal Software Corporation asks for permission from the U.S.
Bankruptcy Court for the District of Massachusetts to employ Peter
Pike, CPA, and the financial consulting firm J. Edgar Group, PLLC,
as financial consultant and accountant, nunc pro tunc from the
Petition Date.

The Debtor seeks to employ the Firm to act as its financial
consultant and accountant, and to provide ongoing financial
consulting services in this case including:

      (1) assisting senior level management with financial issues
          relating to bankruptcy case, including preparing post
          filing budgets;

      (2) improving financial reporting to provide financial
          statements in accordance with GAAP, and assist with
          developing long term budgeting/forecasting functions;

      (3) assisting the Debtor's counsel by providing financial
          information on the status of the its finances;

      (4) assisting with any requests for information and
          reporting requirements of the Office of the U.S.
          Trustee;

      (5) being available on site as needed and easily reachable
          by phone or cell phone in order to coordinate activity;

      (6) continuing to act as CFO for the Debtor; and

      (7) preparing all federal and state tax returns for the
          Debtor.

The Firm will be paid at these hourly rates:

          Peter Pike, CPA, Partner & Senior Manager       $250
          Staff Accountant John Edgar                      $85

Peter Pike, CPA, financial consultant and partner at the Firm,
assures the Court that the Firm is a "disinterested person" as that
term is defined in 11 U.S.C. Section 101(14).

The Firm can be reached at:

          Peter F. Pike, CPA, CFO
          Partner CFO Services
          J. Edgar Group, PLLC
          1361 Elm Street, Suite 308
          Manchester, NH 03101
          Cel: (603) 205-0640
          Office Direct: 792-3201
          Fax: (603) 606-5165
          E-mail: ppike@jedgarcfo.com

                       About Universal Software

Universal Software Corporation filed for Chapter 11 protection
(Bankr. D. Mass. Case No. 16-40872) on May 18, 2016.  The petition
was signed by Kishore Deshpande, president.  The Hon. Christopher
J. Panos presides over the case.

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


UPPER DECK: Hasbro Settlement Agreement Approved
------------------------------------------------
U.S. Bankruptcy Judge Stuart Bernstein has approved the Settlement
Agreement between Loes A. van Kooten-Hendriks, as Insolvency
Administrator and Foreign Representative of Upper Deck
International B.V., the Debtor's secured creditor, the brokers, and
Hasbro, Inc.

The Foreign Representative relates that prior to the commencement
of the Chapter 15 proceeding, the Debtor and Hasbro entered into an
Underlying Agreement that, upon and subject to certain conditions
and limitations, triggered certain rights to payment.  She further
relates that a dispute arose over whether and to the extent such
conditions and limitations applied and as to the amount owed, and
as to the effects of the Dutch Insolvency Proceeding and events
related thereto upon the Underlying Agreement.  The Foreign
Representative asserts that the Settlement Agreement would resolve
all of these matters.

The Settlement Agreement will enable payment by Hasbro of the
amount the Foreign Representative believes is or would become due
from Hasbro in respect of the Underlying Agreement.  She further
tells the Court that the proceeds will be paid directly to the
Secured Creditor to satisfy the Debtor's Dutch bankruptcy estate
obligations to the Secured Creditor.  In exchange, all parties will
give and receive broad releases from each other, with the exception
of compliance with their obligations under the Settlement
Agreement.

"The Settlement Agreement permits the Foreign Representative to
realize value on account of Hasbro's payment obligations, avoiding
costly litigation regarding the existence and extent of those
obligations.  Payment would be made in exchange for releases by the
Parties, which will provide finality and closure to the
long-running disputes.  In addition, as the Settlement Agreement
would monetize the last-known assets of UDI within the territorial
jurisdiction of the United States, the Foreign Representative will
be in a position to close these Chapter 15 proceedings once
payments under the Settlement Agreement are made.  Approval of the
Settlement Agreement by this Court is an express condition to the
effectiveness of the Settlement Agreement and is a requirement by
Hasbro for its willingness to settle, the Foreign Representative
contends.

Loes A. van Kooten-Hendriks, in her capacity as Foreign
Representative and Insolvency Administrator of Upper Deck
International B.V., is represented by:

          D. Farrington Yates, Esq.
          Oscar N. Pinkas, Esq.
          DENTONS US LLP
          1221 Avenue of the Americas
          New York, NY 10020
          Telephone: (212)768-6700
          Facsimile: (212)768-6800
          E-mail: farrington.yates@dentons.com
                  oscar.pinkas@dentons.com

                        About Upper Deck

Upper Deck International B.V., aka Upper Deck Europe B.V., the
European arm of the sports trading-card company, is in insolvency
proceedings in The Netherlands.  Loes A. van Kooten-Hendriks,
serves as Insolvency Administrator and putative foreign
representative of Upper Deck International B.V.

On Oct. 18, 2012, the foreign representative filed a petition under
Chapter 15 of the Bankruptcy Code for recognition of the foreign
proceeding.  The foreign representative is represented in the U.S.
case by David Farrington Yates, Esq., and Oscar N. Pinkas, Esq., at
SNR Denton US LLP.  Bankruptcy Judge Stuart M. Bernstein oversees
the case.

UDI was in the business of, inter alia, publishing, producing and
distributing, as well as wholesale trading in, sports and amusement
cards and stickers, in particular collectable trading cards, and
acquiring capitalizing upon patents, trade names and trademarks.

The Debtor is estimated to have at least US$50 million in assets
and liabilities up to US$50,000.

Judge Stuart M. Bernstein presides over the Chapter 15 case.


US CELLULAR: Egan-Jones Hikes FC Sr. Unsecured Rating to BB+
------------------------------------------------------------
Egan-Jones Ratings Company raised the foreign currency senior
unsecured rating on debt issued by United States Cellular Corp to
BB+ from BB- on June 2, 2016.

United States Cellular Corporation provides wireless
telecommunications services in the United States.


VENCORE INC: Loan Upsize Plan No Impact on Moody's B3 CFR
---------------------------------------------------------
Moody's Investors Service has said that Vencore Inc.'s plan to
upsize its pending dividend and term loan add-on transaction has no
effect on the company's ratings (Corporate Family Rating B3, first
lien B1-LGD2, second lien Caa1-LGD5) or stable rating outlook.

Vencore, Inc. provides advanced systems engineering and integration
("SE&I") services to U.S. government intelligence agencies, as well
as training, logistics and life-cycle management capabilities
across the US Department of Defense. Revenues were about $1.2
billion for 2015. The company is majority-owned by entities of
Veritas Capital.


WARNER MUSIC: Extends Maturity of Credit Facility to April 2021
---------------------------------------------------------------
WMG Acquisition Corp., an indirect, wholly-owned subsidiary of
Warner Music Group Corp., received unanimous lender consent to an
amendment to the credit agreement, dated Nov. 1, 2012, governing
the Company's senior secured revolving credit facility with Credit
Suisse AG, as administrative agent, and the other financial
institutions and lenders from time to time party thereto.

The Revolving Credit Agreement Amendment became effective on
June 13, 2016.  The Revolving Credit Agreement Amendment (among
other changes):
   
     (i) extends the maturity date of the Revolving Credit
         Facility to April 1, 2021, provided that in the event
         that more than $400 million aggregate principal amount of
         term loans under the Company's term loan credit
         agreement, dated Nov. 1, 2012, governing the Company's
         term loan facility with Credit Suisse AG, as
         administrative agent and the loan parties and lenders
         party thereto and the Company's 6.0% U.S. dollar and
         6.25% Euro senior secured notes due 2021 are outstanding
         on March 2, 2020, the maturity date will be extended to
         April 1, 2020; and

    (ii) replaces the financial covenant with a flat senior
         secured leverage ratio (with no step-down), applicable
         only when the revolver is drawn in excess of a certain
         amount at the end of a quarter.

A copy of the Revolving Credit Agreement Amendment is available for
free at https://is.gd/a5gBgS

                    About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.

On July 20, 2011, the Company notified the New York Stock
Exchange, Inc., of its intent to remove the Company's common stock
from listing on the NYSE and requested that the NYSE file with the
SEC an application on Form 25 to report the delisting of the
Company's common stock from the NYSE.  On July 21, 2011, in
accordance with the Company's request, the NYSE filed the Form 25
with the SEC in order to provide notification of that delisting
and to effect the deregistration of the Company's common stock
under Section 12(b) of the Securities Exchange Act of 1934, as
amended.  On August 2, 2011, the Company filed a Form 15 with the
SEC in order to provide notification of a suspension of its duty
to file reports under Section 15(d) of the Exchange Act.  The
Company continues to file reports with the SEC pursuant to the
Exchange Act in accordance with certain covenants contained in the
instruments governing the Company's outstanding indebtedness.

Warner Music reported a net loss attributable to the Company of $91
million on $2.96 billion of revenues for the fiscal year ended
Sept. 30, 2015, compared to a net loss attributable to the Company
of $308 million on $3.02 billion of revenues for the fiscal year
ended Sept. 30, 2014.

As of March 31, 2016, Warner Music had $5.48 billion in total
assets, $5.25 billion in total liabilities and $234 million in
total equity.

                           *    *     *

As reported by the TCR on Oct. 23, 2015, Standard & Poor's Ratings
Services lowered its corporate credit rating on New York City-based
Warner Music Group Corp. (WMG) to 'B' from 'B+'.  "The downgrades
reflect our expectations that WMG's adjusted
leverage will remain elevated for the next two years -- above our
5x threshold for the 'B+' corporate credit rating," said Standard &
Poor's credit analyst Naveen Sarma.


WHISTLER ENERGY II: Seeks to Hire TDF Partners, Designate CRO
-------------------------------------------------------------
Whistler Energy II, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Louisiana to hire TDF Partners,
LLC and designate Richard DiMichele as its chief restructuring
officer.

Mr. DiMichele, a partner at TDF, will provide these services:

     (a) acting as Debtor's CRO until further order of the court;

     (b) exercising authority to manage the non-operational
         business affairs of Debtor;

     (c) assisting the Debtor in the preparation of cash
         requirements, cash forecasts and financial projections;

     (d) making recommendations to the Debtor's board of directors

         concerning various alternatives in eliminating costs;

     (e) providing advice on the formulation and, if requested,
         the execution of overall strategy and alternatives for
         maximizing the value of the Debtor;

     (f) assisting in negotiations with lenders, creditors and
         other parties;

     (g) making efforts to present to the U.S. trustee all
         Information required for the Initial Debtor Conference;

     (h) making efforts to assist the Debtor's bankruptcy counsel
         in preparing and filing schedules, statements of
         financial affairs, amendments thereto, and monthly
         operating reports on a timely basis;

     (i) causing the Debtor to pay all U.S. trustee quarterly fees

         on a timely basis; and

     (j) attending court hearings, depositions, and similar
         meetings in connection with the Debtor's affairs.

The Debtor will pay the firm for the services of Mr. DiMichele and
any additional TDF personnel at these hourly rates:

     Chief Restructuring Officer     $675
     Partner/Managing Director       $675
     Principal/Director              $375 - $550
     Associate/Analyst               $200 - $350

Aside from professional fees, the firm will also receive
reimbursement for work-related expenses.
In a court filing, Mr. DiMichele disclosed that the firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.   

The firm can be reached through its counsel:

     Richard DiMichele
     TDF Partners, LLC
     3355 W. Alabama # 1177
     Houston, TX 77098

                    About Whistler Energy II

Romfor Supply Company, Adriatic Marine, L.L.C., Hydra Ops, LLC,
Scientific Drilling, and Patterson Services, Inc., filed an
involuntary Chapter 11 petition against alleged debtor, Houston,
Texas-based Whistler Energy II, LLC (Bankr. E.D. La. Case No.
16-10661) on March 24, 2016.  Judge Jerry A. Brown presides over
the case.  The Petitioners are represented by Stewart F. Peck,
Esq., who has an office in New Orleans, Louisiana.


WHISTLER ENERGY II: Taps UpShot Services as Claims Agent
--------------------------------------------------------
Whistler Energy II, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Louisiana to hire UpShot Services
LLC as its claims, noticing and balloting agent.

The Debtor tapped the firm to provide these services:

     (a) prepare and serve required notices and documents;

     (b) maintain an official copy of the Debtor's schedules of
         assets and liabilities and statement of financial
         affairs;  

     (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;

     (d) furnish a notice to all potential creditors of the last
         date for filing proofs of claim and a form for filing a
         proof of claim, and notify them of the existence, amount,

         and classification of their claims;

     (e) maintain a post office box or address for receiving
         claims and returned mail;

     (f) for all notices, motions, orders or other pleadings or
         documents served, prepare and file or cause to be filed
         with the Clerk an affidavit or certificate of service
         within seven business days of service;

     (g) process all proofs of claim received;

     (h) maintain the official claims register for the Debtor;

     (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

         such transfers;

     (k) relocate all of the court-filed proofs of claim to
         UpShot's offices, not less than weekly;

     (l) assist the Debtor and the professionals it hired with
         such other tasks, duties and projects they deem necessary

         to the overall operation of its case;

     (m) upon completion of the docketing process for all claims
         received to date, turn over to the Clerk copies of the
         claims registers for review;

     (n) monitor the court's docket for all notices of appearance,

         address changes, and claims-related pleadings and orders
         filed and make necessary notations on or changes to the
         claims register;

     (o) assist in the dissemination of information to the public
         and respond to requests for administrative information
         regarding the case as directed by the Debtor or the
         court;

     (p) if the case is converted to Chapter 7, contact the
         Clerk's Office within three days of the notice to UpShot
         of entry of the order converting the case;

     (q) 30 days prior to the close of the case, request that the
         Debtor submit to the court a proposed order dismissing
         UpShot and terminating its services upon completion of
         its duties and upon the closing of the case;

     (r) within seven days of notice to UpShot of entry of an
         order closing the case, provide to the court the final
         version of the claims register as of the date immediately
         before the close of the case; and

     (s) at the close of the case, 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.

UpShot will be paid for its services at these hourly rates:

     Clerical             $30
     Case Assistant       $65
     Case Consultant     $125
     Case Director       $175

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

Travis Vandell, chief executive officer of UpShot, 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:

     Travis K. Vandell
     UpShot Services LLC
     8269 E. 23rd Ave, Suite 275
     Denver, Colorado 80238
     tvandell@upshotservices.com

                    About Whistler Energy II

Romfor Supply Company, Adriatic Marine, L.L.C., Hydra Ops, LLC,
Scientific Drilling, and Patterson Services, Inc., filed an
involuntary Chapter 11 petition against alleged debtor, Houston,
Texas-based Whistler Energy II, LLC (Bankr. E.D. La. Case No.
16-10661) on March 24, 2016.  Judge Jerry A. Brown presides over
the case.  The Petitioners are represented by Stewart F. Peck,
Esq., who has an office in New Orleans, Louisiana.


WINDSTREAM SERVICES: CS&L Stake Sale No Impact on Moody's B1 CFR
----------------------------------------------------------------
Moody's Investors Service said that Windstream Services, LLC recent
announcement that it would monetize 50% of its ownership in
Communications Sales & Leasing ("CS&L"), raising $309 million is
credit positive but does not impact its ratings. The proceeds of
the transaction will be used to pay down a portion of the
outstanding balance on the company's revolving credit facility.
Although Windstream's ratings will not immediately be affected, the
transaction favorably impacts the company's credit profile by
improving its liquidity position. Moody's also expects Windstream
to monetize its remaining stake in CS&L before April of 2017 with
100% of the proceeds used for debt reduction. With approximately
$370 million of unsecured notes due in November of 2017, the
flexibility provided by a combination of enhanced liquidity and the
opportunity to further monetize its CS&L assets mitigates
considerable risk related to Windstream's maturity profile.

RATINGS RATIONALE

Windstream's B1 corporate family rating reflects its scale as a
national wireline operator with a stable, predictable base of
recurring revenues, offset by high leverage, a declining top line
and margin pressure. The rating incorporates Moody's view that
Windstream's leverage will remain around 5x Debt to EBITDA (Moody's
Adjusted) for the next several years. Moody's believes that
Windstream faces a continued erosion of EBITDA and cash flows as a
result of prior underinvestment. Moody's expects EBITDA to decline
in the low single digit percentage range for the next several
years, although some of this impact could be offset by expense
reduction or the benefits of greater investment into the consumer
segment.

Windstream Services, LLC, (formerly known as Windstream
Corporation) is a pure-play wireline operator headquartered in
Little Rock, AR. The company was formed by a merger of Alltel
Corporation's wireline operations and Valor Communications Group in
July 2006. Windstream has continued to grow through acquisitions
and, following the acquisition of PAETEC Holding Corp. ("PAETEC")
in 2011, Windstream provides services in 48 states.

In April of 2015, Windstream contributed certain assets to a
newly-formed, separate REIT entity named Communications Sales &
Leasing Inc. The REIT was spun-off to shareholders in a tax-free
transaction which included a debt-for-debt exchange and resulted in
a material reduction in financial debt at Windstream. As part of
the transaction, Windstream entered into a long term lease
agreement with CS&L that provides for Windstream's exclusive use of
the contributed assets for a period of at least 15 years.


ZERGA PHIN-KER: Wants Aug. 19 as Exclusive Solicitation Deadline
----------------------------------------------------------------
Zerga Phin-Ker LP asks the U.S. Bankruptcy Court for the Eastern
District of Texas to extend its exclusive time to confirm a plan of
liquidation to Aug. 19, 2016.

The Debtor tells the Court that while the initial milestones set
forth in the final DIP financing court order anticipated exiting
bankruptcy in July, unforeseen circumstances have extended that
period for approximately 4 to 8 weeks.  The ability to adequately
disclose creditor treatment to properly solicit under 11 U.S.C.
Section 1121 would be impaired.  Further if the Debtor's were to
run out of exclusivity before it could finalize its stalking horse
and bid procedures, competing plans could devalue the Debtor's
property and chill bidding, harming the estate.

The Debtor was able reach an agreement with its post-petition
lender on the terms and amount of the final DIP financing.  The
Court approved the DIP financing on a final basis and a final court
order on the DIP financing motion was entered on Feb. 26, 2016.

Based on the amount of DIP financing, the Debtor has determined
that a disposition of its assets is necessary to maximize available
value.  The Debtor has agreed to certain milestone dates with the
DIP Lender to accommodate an orderly marketing and sale of the
facilities as well as the timing of filing and confirming a plan.


On April 21, 2016, the Debtor filed its Disclosure Statement in
support of its Chapter 11 Plan of Liquidation dated April 21, 2016,
and its Chapter 11 Plan of Liquidation dated as of April 21, 2016.
The Disclosure Statement was originally set for hearing for June
15, 2016, at 2:00 p.m.  On June 14, 2016, the Court granted the
Debtor's motion seeking a continuance of the Disclosure Statement
hearing and continued same to July 12, 2016, at 2:00 p.m.  In the
event the Debtor's and its stalking horse bidder can file the
motion to approve bid procedures shortly, the Debtor intends to
seek a hearing thereon concurrently with the hearing to approve the
Disclosure Statement to save travel expense and attorneys fees.

Since the filing of the Plan, the Debtor has been diligently
negotiating with various interested parties to select a
stalking horse bidder.  Those negotiations continue and, due to
circumstances beyond the Debtor's control, the stalking horse asset
purchase agreement is not yet ready to execute and file
with a motion to sell.

The Court has set July 12, 2016, as the date to approve the
Disclosure Statement, which is in line with the anticipated date
for filing a motion to sell substantially all of the Debtor's
assets and approve bidding procedures.  This extension provides the
Debtor's time to close and confirm the plan the next month,
preserving value for the estate.  

The proposed extended deadline is agreeable to both the DIP Lender
and indenture trustee.

The counsel for the Debtor can be reached at:

      Vickie L. Driver, Esq.
      Emily S. Chou, Esq.
      Lewis Brisbois Bisgaard & Smith, LLP
      2100 Ross Avenue, Suite 2000
      Dallas, Texas 75201
      Tel: (214) 722-7100
      Fax: (214) 722-7111
      E-mail: vickie.driver@lewisbrisbois.com
              emily.chou@lewisbrisbois.com

                      About Zerga Phin-Ker

Zerga Phin-Ker LP is engaged in the acquisition, construction, and
development of two healthcare facilities located in Longview,
Texas.  The development is generally known as Parkview on
Hollybrook and consists of two separate healthcare facilities: an
independent living facility, and an assisted living and memory care
facility.

The Debtor filed a Chapter 11 bankruptcy petition (Bankr. E.D. Tex.
Case No. 15-42087) on Nov. 20, 2015.  The petition was signed by
Jerry Green as co-president.  The Debtor estimated both assets and
liabilities in the range of $10 million to $50 million.  Lewis
Brisbois Bisgaard & Smith LLP represents the Debtor as counsel.
Judge Brenda T. Rhoades is assigned to the case.


[*] Thomas Horan to Head Shaw Fishman's New Delaware Office
-----------------------------------------------------------
Shaw Fishman Glantz & Towbin LLC on June 16 disclosed that it will
open a new office in Delaware, bringing the sophistication,
efficiency and value of the nation's premier bankruptcy boutique to
a critically important state.  The new office of the
Chicago-headquartered firm will be led by highly respected
bankruptcy attorney, Thomas M. Horan, who most recently practiced
in the Wilmington office of AmLaw 200 firm Womble Carlyle.

"The opening of a Wilmington office is a natural progression for
Shaw Fishman, as we see significant value in our offerings and
approach that will successfully translate to the nation's busiest
bankruptcy venue," said Robert Fishman, co-chair of the firm's
Bankruptcy, Reorganization, and Creditors' Rights practice.  "We've
had our eyes on the Delaware market for a long time, and believe
that having our proven experience, sophistication and value on the
ground in Delaware will be an asset to the marketplace."

Mr. Horan has a well-established practice representing debtors,
official committees of unsecured creditors, and other clients in
complex Chapter 11 proceedings.  His wide-ranging bankruptcy
experience also includes representing parties in preference,
fraudulent transfer, and turnover litigation.  Mr. Horan sits on
the Board of Directors of the American Bankruptcy Institute.

"This is a once-in-a-career opportunity to be part of such an
important expansion for a firm so well-known in the business
bankruptcy and restructuring industry," said Mr. Horan.  "Shaw
Fishman's reputation in the bankruptcy space is unmatched, and I'm
thrilled at the opportunity to collaborate with some of the
industry's brightest minds to service the needs of businesses in
Delaware bankruptcy cases."

Boasting two past presidents of the American Bankruptcy Institute
and three Fellows of the American College of Bankruptcy, Shaw
Fishman's bankruptcy lawyers have the professional leadership
background and practical courtroom skills usually found at only the
largest law firms.  Its sophisticated bankruptcy practice utilizes
a combination of highly skilled attorneys and boutique firm
efficiencies to provide clients with outstanding service at a
tremendous value.  The firm has handled Chapter 7, Chapter 11, and
Chapter 15 bankruptcy and reorganization cases, out-of-court
restructurings, receiverships, and assignments for the benefit of
creditors, involving billions of dollars in assets, and a wide
variety of complex bankruptcy litigation matters.

                       About Shaw Fishman

Since its founding in 1988, Shaw Fishman Glantz & Towbin LLC has
served major corporations and small businesses alike with a rare
combination of sophistication and responsiveness.  With many
lawyers who have practiced at major firms before joining Shaw
Fishman, the firm has developed nationally recognized practices in
three specific areas of law: commercial bankruptcy and
restructuring, commercial litigation, and real estate.


[^] BOOK REVIEW: Oil Business in Latin America: The Early Years
---------------------------------------------------------------
Author:  John D. Wirth Ed.
Publisher:  Beard Books
Softcover:  282 pages
List price:  $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at
http://is.gd/DvFouR

This book grew out of a 1981 meeting of the American Historical
Society. It highlights the origin and evolution of the state-
owned petroleum companies in Argentina, Mexico, Brazil, and
Venezuela.

Argentina was the first country ever to nationalize its
petroleum industry, and soon it was the norm worldwide, with the
notable exception of the United States. John Wirth calls this
phenomenon "perhaps in our century the oldest and most
celebrated of confrontations between powerful private entities
and the state."

The book consists of five case studies and a conclusion, as
follows:

     * Jersey Standard and the Politics of Latin American Oil
          Production, 1911-30 (Jonathan C. Brown)

     * YPF: The Formative Years of Latin America's Pioneer State
          Oil Company, 1922-39 (Carl E. Solberg)

     * Setting the Brazilian Agenda, 1936-39 (John Wirth)

     * Pemex: The Trajectory of National Oil Policy (Esperanza
          Duran)

     * The Politics of Energy in Venezuela (Edwin Lieuwen)

     * The State Companies: A Public Policy Perspective (Alfred
          H. Saulniers)

The authors assess the conditions at the time they were writing,
and relate them back to the critical formative years for each of
the companies under review. They also examine the four
interconnecting roles of a state-run oil industry and
distinguish them from those of a private company. First, is the
entrepreneurial role of control, management, and exploitation of
a nation's oil resources. Second, is production for the private
industrial sector at attractive prices. Third, is the
integration of plans for military, financial, and development
programs into the overall industrial policy planning process.
Finally, in some countries is the promotion of social
development by subsidizing energy for consumers and by promoting
the government's ideas of social and labor policy and labor
relations.

The author's approach is "conceptual and policy oriented rather
than narrative," but they provide a fascinating look at the
politics and development of the region. Mr. Brown provides a
concise history of the early years of the Standard Oil group and
the effects of its 1911 dissolution on its Latin American
operations, as well as power struggles with competitors and
governments that eventually nationalized most of its activities.
Mr. Solberg covers the many years of internal conflict over oil
policy in Argentina and YPF's lack of monopoly control over all
sectors of the oil industry. Mr. Wirth describes the politics
and individuals behind the privatization of Brazil's oil
industry leading to the creation of Petrobras in 1953. Mr. Duran
notes the wrangling between provinces and central government in
the evolution of Pemex, and in other Latin American countries.
Mr. Lieuwin discusses the mixed blessing that oil has proven for
Venezuela., creating a lopsided economy dependent on the ups and
downs of international markets. Mr. Saunders concludes that many
of the then-current problems of the state oil companies were
rooted in their early and checkered histories." Indeed, he says,
"the problems of the past have endured not because the public
petroleum companies behaved like the public enterprises they
are; they have endured because governments, as public owners,
have abdicated their responsibilities to the companies."

Jonh D. Wirth is Gildred Professor of Latin American Studies at
Standford University.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2016.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
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are $25 each.  For subscription information, contact Peter A.
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                   *** End of Transmission ***