TCR_Public/160620.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, June 20, 2016, Vol. 20, No. 172

                            Headlines

ABENGOA BIOENERGY: Court Approves KEIP & 2016 Incentive Plan
ADVANCED INTEGRATION: Moody's Assigns B2 Corporate Family Rating
AEROGROW INTERNATIONAL: Incurs $19.6M Net Loss in Fiscal 2016
ALEXZA PHARMACEUTICALS: Common Stock Delisted from NASDAQ
ALEXZA PHARMACEUTICALS: Files 2015 Conflict Minerals Report

ALEXZA PHARMACEUTICALS: Lansdowne Has 7.96% Stake as of June 16
ALLY FINANCIAL: Presented at Morgan Stanley Conference
ALORICA INC: Moody's Affirms B1 CFR on $100MM Shift to Term Loan B
AMBITEK INDUSTRIAL: Wants Plan Filing Period Extended for 7 Days
AMERICAN COMMERCE: Incurs $245,000 Net Loss in Fiscal 2016

AMSURG CORP: Moody's Reviews B1 Corp Family Rating for Downgrade
ARCH COAL: Deadline for Disclosures Approval Moved to June 23
ARCH COAL: Files Amended Plan of Reorganization
ASCENT RESOURCES: S&P Affirms 'CCC' CCR, Outlook Negative
BEAR CREEK: Taps O'Keefe & Associates as Financial Advisor

BEAR METALLURGICAL: Appoints KCC as Notice and Claims Agent
BEAR METALLURGICAL: Employs Stoneleigh Group as Financial Advisor
BEAR METALLURGICAL: Hires McDonald Hopkins as Bankruptcy Counsel
BEAR METALLURGICAL: Judge Orders Joint Administration of Cases
BEAR METALLURGICAL: Parent Agrees to Provide $12 Million DIP Loan

BEAR METALLURGICAL: Proposes Aug. 4 as Bid Submission Deadline
BEAR METALLURGICAL: Taps Cohen & Grigsby as Bankruptcy Counsel
BEAR METALLURGICAL: Taps Cohen & Grigsby as Local Counsel
BEAR METALLURGICAL: Taps Kurtzman Carson as Claims Agent
BEAR METALLURGICAL: Taps McDonald Hopkins as Legal Counsel

BEAR METALLURGICAL: Taps Stoneleigh Group as Financial Advisor
BELK INC: Bank Debt Trades at 18% Off
BENCH AND BAR: Seeks to Hire Nathan Borris as Attorney
BON-TON STORES: Nine Directors Elected at Annual Meeting
BON-TON STORES: Terminates Shares Offering Under Retirement Plan

BONANZA CREEK: Marvin Chronister Quits as Directors
CABLEVISION SYSTEMS: Moody's Cuts Corporate Family Rating B1
CAESARS ENTERTAINMENT: Judge Approves Stay of Guarantee Actions
CASCADES INC: S&P Raises CCR to 'BB-', Outlook Stable
CCH JOHN EAGAN: Wants Plan Filing Period Extended to July 15

CEC ENTERTAINMENT: Bank Debt Trades at 3% Off
CHAPARRAL ENERGY: Company Presentation and Projections Filed
CLIFFS NATURAL: Plans to Sell $300 Million Common Shares
COMBIMATRIX CORP: Perkins Capital Reports 4% Stake as of May 31
COSTA DORADA APARTMENTS: Taps Hilco Real Estate as Broker

CUSTOM ECOLOGY: S&P Lowers Rating to CCC+ on Covenant Violation
CYTORI THERAPEUTICS: Closes Rights Offering for $17M Proceeds
DISPOSAL TEJAS: Seeks Approval to Hire Billy Boone to Sell Assets
DORAL DENTAL: Wants Exclusivity Period Extended to Oct. 17
DRAW ANOTHER CIRCLE: Files Voluntary Ch. 11 Bankruptcy Petition

DYNCORP INT'L: Moody's Ups CFR to Caa2 on Debt Exchange Completion
DYNEGY INC: S&P Affirms 'B+' CCR on Acquisition of Engie Assets
E Z MAILING: Seeks to Extend Chris Carey Employment for 2 Months
ELBIT IMAGING: Announces Notes Buyback
ELBIT IMAGING: Insightec Authorized to Grant 7.1M Options to CEO

ELEPHANT TALK: Closes $3.5 Million Units Offering
ELITE PHARMACEUTICALS: Delays Filing Fiscal 2016 Annual Report
ELITE PHARMACEUTICALS: Incurs $10-Mil. Net Loss in Fiscal 2016
ENVISION HEALTHCARE: Moody's Puts B1 CFR Under Review for Downgrade
EPICENTER PARTNERS: U.S. Trustee Forms 5-Member Committee

ETERNAL ENTERPRISES: Hires Shipkevich as Bankruptcy Counsel
FAIRWAY GROUP: Wins Approval of Prepackaged Restructuring Plan
FEDERAL-MOGUL CORP: Bank Debt Trades at 3% Off
FIELDWOOD ENERGY: S&P Raises CCR to 'CCC', Outlook Negative
FINJAN HOLDINGS: Set to Join Russell Microcap Index

FIREBIRD ENTERPRISES: U.S. Trustee Unable to Appoint Committee
FIRST EAGLE: Modest Debt Upsizing No Impact on Moody's Ba1 CFR
FIRST EVANGELIST HOUSING: Taps Crescent Sun to Inspect Properties
FORTESCUE METALS: Bank Debt Trades at 6% Off
FREESEAS INC: Comments on Havensight "Misleading" Press Release

FREESEAS INC: Terminates M/V Fiorello Bareboat Hire Agreement
FUNCTION (X) INC: Inks Second Note Exchange Agreement with MGT
FUNCTION(X) INC: CEO Reports 67.6% Equity Stake as of June 8
GATES GROUP: Bank Debt Trades at 3% Off
GAWKER MEDIA: Founder Nick Denton Confident of Company's Future

GAWKER MEDIA: Meeting to Form Creditors' Panel Set for June 24
GELTECH SOLUTIONS: Issues President $125,000 Convertible Note
GENESIS HEALTHCARE: S&P Raises Rating on 1st Lien Loan to 'B'
GENIUS BRANDS: Issues Shareholders June 2016 Letter
GLOBAL BRASS: S&P Assigns 'BB-' Rating on New $320MM Sr. Sec. Loan

HANCOCK FABRICS: Ward and Smith Represents Triple B, South Park
HEAVENLY VISION: Exclusive Plan Filing Deadline Moved to July 27
HENRY PARKS: Hires Felden & Felden as Counsel
HERCULES OFFSHORE: K&E, W&C, Klehr Represent 1st Lien Lenders
HOLLY RIDGE: Hires Broege Neumann as Counsel

HORSEHEAD HOLDING: Creditors' Panel Hires Hehn as Special Counsel
ICONIX BRAND: S&P Revises Outlook to Negative & Affirms 'B' CCR
IDERA PHARMACEUTICALS: Stockholders Elect Three Directors
J. CREW: Bank Debt Trades at 26% Off
JADE WINDS: Wants Exclusive Plan Filing Deadline Moved to Sept. 13

JESUS CARES PRESCHOOL: Hires Buddy Ford as Counsel
JOYUDA SEA FOOD: Hires Michael Marcus as Accountant
KEY ENERGY: S&P Lowers CCR to 'CC' on Restructuring Support Deal
KJZ SUNRISE: U.S. Trustee Unable to Appoint Committee
L BRANDS: Fitch Releases Amended Press Release

LABORATORIO ACROPOLIS: Hires Irizarry as Counsel
LANAI HOLDINGS III: Moody's Lowers Corporate Family Rating to B3
LANGUAGE LINE: S&P Affirms 'B' CCR, Outlook Remains Stable
LAREDO HOUSING: S&P Revises Outlook on 'B' Rating to Negative
LEN-TRAN INC: Seeks to Hire Hill Barth as Accountant

LHP HOSPITAL: S&P Raised CCR to 'B', Then Subsequently Withdrawn
LIFEPOINT HEALTH: Fitch Affirms 'BB' IDR, Outlook Stable
LIGHTSTREAM RESOURCES: S&P Cuts CCR to D on Missed Interest Payment
LIME ENERGY: Hikes Heritage Bank Credit Facility to $10-Mil.
LINDEN & ASSOCIATES: Taps McDonald Carano as Legal Counsel

LOCAL CORP: Seeks Chapter 11 Case Dismissal
LOLETA CHEESE: Ch.11 Trustee Taps Dentons US as Legal Counsel
LONGVIEW INTERMEDIATE: Moody's Affirms 'B2' Loan Rating
M SPACE: Gordon Brothers to Dispose Assets of Business
MAXUS ENERGY: Case Summary & 20 Largest Unsecured Creditors

MAXUS ENERGY: Files for Bankruptcy Protection in Delaware
MAXUS ENERGY: Seeks Joint Administration of Cases
MBIA INSURANCE: S&P Lowers Financial Strength Rating to 'CCC'
MEDIASHIFT INC: Exclusive Plan Filing Period Extended to Sept. 26
MERITAGE HOMES: Fitch Affirms 'BB-' IDR & Revises Outlook to Pos.

MERRIMACK PHARMACEUTICALS: Stockholders Elect Nine Directors
MGM RESORTS: Hosted Analyst and Investor Day
MIG LLC: Bayard Represents Shenton Park & Liquidator of Caucuscom
MOBIVITY HOLDINGS: Talkot Fund Reports 7.7% Stake as of June 14
MONAKER GROUP: Errors Found in 2015 Financial Statements

MTS SYSTEMS: S&P Assigns 'BB-' CCR, Outlook Stable
N. KASAPMU: U.S. Trustee Unable to Appoint Committee
NEIMAN MARCUS: Bank Debt Trades at 10% Off
NELSON SERVICE: Amends Application for Beasley Allen Employment
NELSON SERVICE: Amends Application for Roger Bedford Employment

NET ELEMENT: Stockholders Elect Six Directors
NORTEL NETWORKS: Milbank, Pachulski Represent Bondholders Group
OMINTO INC: Appoints Interim Chief Financial Officer
ON ASSIGNMENT: S&P Revises Outlook to Stable & Affirms 'BB' CCR
PEAK WEB: Seeks to Hire Tonkon Torp as General Counsel

PHILLIPS-MEDISIZE CORP: Incremental Loan No Impact on Moody's CFR
PHOENIX BRANDS CANADA: Case Summary & 20 Largest Top Creditors
POSITIVEID CORP: Dominion & M2B's Notes Convertible to 9.9% Stake
PREMIER EXHIBITIONS: Assigns Rights Under Fox License Agreement
PREMIER EXHIBITIONS: Michael Evans Quits as Director

QUANTUM MATERIALS: Appoints Sri Peruvemba CEO
RABBE FARMS: Wants Solicitation Period Extended to Oct. 31
REPUBLIC AIRWAYS: Bankruptcy Court Approves UAL Agreement Amendment
RESPONSE BIOMEDICAL: Shareholders Elect Seven Directors
RICEBRAN TECHNOLOGIES: Files Copy of Investor Presentation With SEC

RMS TITANIC: Asks Court to Extend Schedules Filing Deadline
RMS TITANIC: Seeks Joint Administration of Cases
RONALD HOWLAND: U.S. Trustee Unable to Appoint Committee
SANDERS NURSERY: Exclusive Solicitation Period Extended to Aug. 30
SCA LP: Seeks to Hire Allen B. Dubroff as Legal Counsel

SCIENTIFIC GAMES: Stockholders Elect 11 Directors
SEANERGY MARITIME: Reports Financial Results for First Quarter
SEARS HOLDINGS: Fairholme Capital Reports 25.2% Stake as of June 15
SEASTAR SOLUTIONS: Moody's Affirms B2 CFR After Dividend Recap
SEASTAR SOLUTIONS: S&P Affirms 'B' CCR on Term Loan Add-on

SEQUENOM INC: Stockholders Elect Eight Directors
SK HOLDCO: S&P Retains 'B+' Rating on 1st Lien Revolver Due 2019
SPIRE CORP: CEO Agrees to Repay $820,171 to Compensation Plan
STONEWALL GAS: S&P Raises CCR to 'B', Outlook Stable
SUNEDISON INC: Inks Amendment No. 2 to $300-Mil. DIP Financing

TANDOORI AT TRANSIT: Taps Jerome Bryk & Associates as Accountant
TANDOORI AT TRANSIT: Taps Shaw & Shaw as Special Counsel
TAUREN EXPLORATION: Hires Broyles as Counsel
TELKONET INC: Taps Laurel Hill to Solicit Proxies
TERVITA CORP: Moody's Changes PDR to 'Ca-PD/LD'

TGI FRIDAY'S: S&P Affirms B+ CCR on Almost Done Financing Strategy
TIBCO SOFTWARE: Bank Debt Trades at 8% Off
TOYS R US: Fitch Affirms 'CCC' IDR on Post-Refinancing Announcement
TUSCANY ENERGY: Obtains Bank Waiver Extension Until June 24
ULTRA PETROLEUM: Committee Taps Weil Gotshal as Legal Counsel

UNCLE MUNCHIES: Seeks to Hire Thomas W. Lally as Accountant
VALEANT PHARMACEUTICALS: Shareholders Elect 11 Directors
WAFERGEN BIO-SYSTEMS: Perkins Capital Holds 3.9% Stake as of May 31
WASHINGTON PROPERTIES: U.S. Trustee Unable to Appoint Committee
WAVE SYSTEMS: Chapter 11 Trustee Hires Archer as Counsel

WAVE SYSTEMS: Chapter 11 Trustee Hires Giuliano as Accountants
WEX INC: S&P Assigns 'BB-' Rating on Planned Term Loan B Facility
WHISTLER ENERGY: Hires Gardere Wynne as Bankruptcy Counsel
WHISTLER ENERGY: Hires Looper Goodwine as Special Counsel
[*] Weiss Joins Dorsey & Whitney's Finance & Restructuring Group


                            *********

ABENGOA BIOENERGY: Court Approves KEIP & 2016 Incentive Plan
------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
Abengoa Bioenergy US Holdings' motion for entry of an order
approving a key employee incentive plan (KEIP) and an incentive and
severance plan for eligible non-insider employees. As previously
reported, "Based on the KEIP developed by A&M, the Debtors'
management team initially proposed the KEIP to incentivize 12
critical employees (the 'KEIP Participants') to utilize their
unique operational knowledge and industry expertise in order to
obtain the highest possible value for the Debtors' assets. The KEIP
includes eight insiders and four non-insiders. None of the KEIP
Participants will participate in the 2016 Incentive and Severance
Plan. The KEIP Participants who are insiders, have forfeited
approximately $1.23 million in 2015 bonus payments (to have been
paid in 2016), and have further agreed to waive approximately
$344,000 in claims for unexpired employment contract. The KEIP
provides for performance bonuses that may be earned as a result of
successful sales of one or more of the Debtors' plants located in
Ravenna, Nebraska, York, Nebraska, Colwich, Kansas, and Portales,
New Mexico (the 'Plants'), i.e. each of the ethanol plants of the
entities that are currently Debtors in these chapter 11 cases, at
specified levels, and is designed to increase on a marginal basis
as sale proceeds increase. The proposed KEIP payout depends on each
Plant's sale price expressed in dollars per gallon of maximum
annual ethanol production capacity for each Plant. Consistent with
its historic practices, the Debtors have implemented an incentive
plan for 2016. As with the earlier plans, employees will not
receive payments under the 2016 Incentive and Severance Plan until
the second quarter of 201. The Debtors propose to include 135
employees (the 'Eligible Non-Insider Employees'), who are not
covered by the KEIP, into the 2016 Incentive and Severance Plan."

                      About Abengoa Bioenergy

Abengoa Bioenergy is a collection of indirect subsidiaries of
Abengoa S.A. ("Abengoa"), a Spanish company founded in 1941. The
global headquarters of Abengoa Bioenergy is in Chesterfield,
Missouri. With a total investment of $3.3 billion, the United
States has become Abengoa S.A.'s largest market in terms of sales
volume, particularly from developing solar, bioethanol, and water
projects.

Spanish energy giant Abengoa S.A. is an engineering and clean
technology company with operations in more than 50 countries
worldwide that provides innovative solutions for a diverse range
of customers in the energy and environmental sectors. Abengoa is
one of the world's top builders of power lines transporting energy
across Latin America and a top engineering and construction
business, making massive renewable-energy power plants worldwide.

On Nov. 25, 2015, in Spain, Abengoa S.A. announced its intention
to seek protection under Article 5bis of Spanish insolvency law, a
pre-insolvency statute that permits a company to enter into
negotiations with certain creditors for restricting of its
financial affairs.  The Spanish company is facing a March 28,
2016, deadline to agree on a viability plan or restructuring plan
with its banks and bondholders, without which it could be forced to
declare bankruptcy.

Gavilon Grain, LLC, et al., on Feb. 1, 2016, filed an involuntary
Chapter 7 petition for Abengoa Bioenergy of Nebraska, LLC ("ABNE")
and on Feb. 11, 2016, filed an involuntary Chapter 7 petition for
Abengoa Bioenergy Company, LLC ("ABC").  ABC's involuntary Chapter
7 case is Bankr. D. Kan. Case No. 16-20178. ABNE's involuntary case
is Bankr. D. Neb. Case No. 16-80141. An order for relief has not
been entered, and no interim Chapter 7 trustee has been appointed
in the Involuntary Cases. The petitioning creditors are represented
by McGrath, North, Mullin & Kratz, P.C.

On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC and five
affiliated debtors each filed a Chapter 11 voluntary petition in
St. Louis, Missouri, disclosing total assets of $1.3 billion and
debt of $1.2 billion.  The cases are pending before the Honorable
Kathy A. Surratt-States and are jointly administered under Bankr.
E.D. Mo. Case No. 16-41161.

The Debtors have engaged DLA Piper LLP (US) as counsel, Armstrong
Teasdale LLP as co-counsel, Alvarez & Marsal North America, LLC as
financial advisor, Lazard as investment banker and Prime Clerk LLC
as claims and noticing agent.


ADVANCED INTEGRATION: Moody's Assigns B2 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) and a B3-PD Probability of Default Rating to Advanced
Integration Technology LP ("AIT"). Concurrently, Moody's assigned
B2 ratings to the company's proposed $60 million senior secured
revolving credit facility due 2021 and $315 million senior secured
term loan due 2023. Proceeds from the new bank credit facilities
will be used to fund a distribution to shareholders. The rating
outlook is stable.

Issuer: Advanced Integration Technology LP

Corporate Family Rating, assigned B2

Probability of Default Rating, assigned B3-PD

$60 million senior secured revolving credit
facility due 2021, assigned B2 (LGD3)

$315 million senior secured term loan due 2023,
assigned B2 (LGD3)

Rating outlook: Stable

RATINGS RATIONALE

The B2 corporate family rating (CFR) reflects the company's modest
size, high degree of customer concentration, and the cyclical
nature of AIT's OEM customer base. Notwithstanding, AIT's
relatively small scale, Moody's believes the company is
well-positioned to benefit from the growing use of automation in
commercial aerospace (its largest segment) as OEM and tier one
customers seek to boost throughput and reduce costs in the face of
record multi-year backlogs. Opportunities for growth in defense
also appear favorable given the lower degree of penetration of
automation within these end-markets. Moody's believes these
favorable demand trends in commercial and defense markets will
support solid topline and earnings growth over the next few years.
The rating incorporates a moderately leveraged capital structure
with Moody's adjusted Debt-to-EBITDA below 4.5x at close and
anticipates a financial policy that balances shareholder returns
with an appropriate degree of financial flexibility. A relatively
robust set of credit metrics including good interest coverage along
with high margins and strong free cash flow generating capabilities
also add support to the rating.

The stable outlook reflects favorable demand trends within AIT's
aerospace markets and expectations that the company's good
competitive positioning will support revenue and earnings growth
over the next few years.

Moody's said, "We expect AIT to maintain a good liquidity profile
over the next 12 to 18 months. Pro forma cash balances as of June
2016 will be about $15 million and mandatory amortization on term
debt is modest at 1% (or $3 million) per annum. We anticipate a
relatively robust free cash flow generating profile supported by
high margins and modest capital expenditures requirements with
FCF/Debt (FCF defined as CFO less capex) expected to comfortably
exceed 15%. Liquidity is also supported by a $60 million revolving
credit facility that expires in 2021. The revolver is expected to
contain a springing net first lien leverage ratio with cushions of
about 30%.

"An upgrade in the near-term is unlikely given AIT's modest
footprint. Consideration for a ratings upgrade could be warranted
if leverage is expected to be sustained in the low 3.0x range. A
ratings upgrade would also require a strong liquidity profile and
demonstrated ability to generate consistently strong free cash
flows all the while maintaining EBITDA margins at current levels.
Given the company's small scale, we would expect AIT to maintain
credit metrics that are stronger than levels typically associated
with companies at the same rating level."

The ratings could be downgraded if leverage was expected to
increase and remain above 5.5x. A weakening liquidity profile with
free cash flow/debt declining towards the mid-single digit range or
a reliance on revolver borrowings could also pressure the rating
downward. The loss of a key customer/ customer contracts, further
debt-financed shareholder distributions, or a sustained weakening
in profitability metrics such that EBITDA margins were to contract
materially could also result in downward rating action.

The B3-PD Probability of Default rating is one notch lower than the
B2 CFR, reflecting the perceived above average default risk and
higher implicit family recovery due to the singular class of debt
with a security interest in all assets, specifically incorporating
an expectation that secured creditors would move quickly in an
event of default.

Advanced Integration Technology LP ("AIT"), headquartered in Plano,
Texas, is a provider of turnkey factory automation and complex
automated and non-automated tooling to the commercial aerospace and
defense industries. AIT's primary business is to design, engineer,
manufacture, and install machines and systems which enable the
automated assembly of aerospace structures and other industrial
equipment. The company is equally owned by management and by funds
affiliated with Onex Corporation.


AEROGROW INTERNATIONAL: Incurs $19.6M Net Loss in Fiscal 2016
-------------------------------------------------------------
Aerogrow International, Inc., filed with the Securities and
Exchange Commission its annual report on Form 10-K disclosing a net
loss attributable to common shareholders of $1.22 million on $19.61
million of net revenue for the year ended March 31, 2016, compared
to a net loss attributable to common shareholders of $1.54 million
on $17.9 million of net revenue for the year ended March 31, 2015.

As of March 31, 2016, Aerogrow had $7.34 million in total assets,
$5.14 million in total liabilities, all current, and $2.20 million
in total stockholders' equity.

As of March 31, 2016, the Company had a cash balance of $1.4
million, of which $15,000 was restricted as collateral for our
various corporate obligations.  This compares to a cash balance of
$1.0 million as of March 31, 2015, of which $15,000 was
restricted.

President and CEO J. Michael Wolfe commented that "our core
strategy for FY 2016 was to moderate our growth to ensure we
achieved strong improvements to our gross margins and refine our
distribution strategy.  We grew revenue by 10% last year, with
accelerated growth in the second half of the year including 43%
growth in our Q4.  I'm particularly pleased by the improvement we
experienced in our gross margin, which increased by nearly 500
basis points to 36% for the full year.

"Increased margins were the catalyst in our executing a significant
brand advertising campaign that debuted in November.  We were
pleased with the results of this campaign which drove gains in
awareness and purchase consideration among target consumers.  While
putting some downward pressure on EBITDA this year, it also helped
drive short term sales, and we expect a long term revenue tail from
the increased brand awareness.  In addition, we are committed to
this brand building initiative for the long-term and anticipate
making significant increases in our advertising spend in FY 2017.

"The advertising spend, combined with new and improved products,
helped us continue to build several proven distribution channels
– and unlocked several new ones.  For the first time we now have
multiple, proven channels through which to sell our products
profitably.  We saw broad success in the .com channel where Amazon
saw better than triple digit growth across the platform.  We also
made significant inroads in the Housewares channel with successful
tests at Bed Bath & Beyond, Sur La Table and QVC.  These strong
sales results, combined with the gross margin improvements and
continued expense controls resulted in our second consecutive year
of positive EBITDA earnings - the first time in the company's
history this has been achieved.

"We begin our FY 2017 with a lot of momentum.  We've made great
progress on a number of fronts, notably sales, profitability,
product efficacy, gross margins, and brand building.  Our focus for
FY 2017 will be to continue growing our established distribution
channels while expanding the Housewares channel and launching
preliminary tests in several new domestic channels.  We’ll also
be expanding an international sales model in Europe that is showing
encouraging early results.  I am extremely optimistic that in FY
2017 we will leverage the excellent progress we have made over the
last several years to begin delivering consistently strong top and
bottom line growth."

On June 2nd, Scotts Miracle-Gro informed the Company of its
intention to exercise all or some of its Warrants sometime prior to
Dec. 31, 2016.  The Company has no further information on the
timing or exercise of the Warrants other than as set forth in the
Schedule 13D/A filed by SMG Growing Media, Inc. on June 6, 2016.
The Board of Directors has appointed a Special Committee of the
Board comprised of Michael Barish, Jack Walker and Wayne Harding to
supervise the implementation of the exercise, if and when it
happens.

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

                   https://is.gd/jtuGY6

On June 15, 2016, AeroGrow issued a Letter to Shareholders
discussion on the Company's operational results for the fiscal year
ended March 31, 2015, a copy of which is available for free at
https://is.gd/3ZDdBu

                      About AeroGrow
  
Boulder, Colo.-based AeroGrow International, Inc., is a developer,
marketer, direct-seller, and wholesaler of advanced indoor garden
systems designed for consumer use and priced to appeal to the
gardening, cooking, and healthy eating, and home and office decor
markets.

AeroGrow reported a net loss attributable to common shareholders of
$1.5 million on $17.9 million of net revenue for the year ended
March 31, 2015, compared with a net loss attributable to common
shareholders of $4.1 million on $9.3 million of of net revenue for
the year ended March 31, 2014.


ALEXZA PHARMACEUTICALS: Common Stock Delisted from NASDAQ
---------------------------------------------------------
Alexza Pharmaceuticals, Inc., was notified by The NASDAQ Stock
Market LLC on June 15, 2016, that trading in the Company's common
stock on The Nasdaq Capital Market will be suspended effective with
the open of business on Friday, June 17, 2016, due to the Company's
continued non-compliance with the continued listing requirement as
set forth in NASDAQ Rule 5550(b)(2) based on the market value of
the Company's listed securities as of June 14, 2016.  The minimum
market value of listed securities for continued listing on The
Nasdaq Capital Market is $35 million.  The June 14, 2016, date
constituted the outside date by which the Company must remedy the
listing deficiency in accordance with the discretion afforded to
the Company by the Nasdaq Hearings Panel under the Nasdaq Listing
Rules after the Company's appearance before the Panel on February
25, 2016.  The Company understands that its common stock will be
formally delisted from Nasdaq following Nasdaq's filing of a Form
25 "Notification of Delisting" with the Securities Exchange
Commission after all applicable Nasdaq review and appeal periods
have lapsed.

The Company expects its common stock to begin trading on the OTC
Market's Pink market tier by June 17, 2016, under the Company's
current trading symbol "ALXA."

The delisting of the Common Stock from The Nasdaq Capital Market
could impair the liquidity and market price of the Common Stock.
Additionally, the delisting of the Common Stock from a national
exchange could materially adversely affect the Company's access to
capital markets, and any limitation on market liquidity or
reduction in the price of the Common Stock as a result of that
delisting could adversely affect the Company's ability to raise
capital on terms acceptable to the Company, or at all.

On May 9, 2016, the Company entered into an Agreement and Plan of
Merger with Grupo Ferrer Internacional, S.A., a Spanish sociedad
anonima and Ferrer Pharma Inc., a Delaware corporation and a wholly
owned indirect subsidiary of Ferrer, and upon the terms and subject
to the conditions thereof, Purchaser has commenced a cash tender
offer to acquire all of the outstanding shares of the Common Stock
(excluding any shares of our Common Stock held, directly or
indirectly, by Ferrer).  Following the consummation of the Offer,
the Merger Agreement provides that Purchaser will merge with and
into the Company and the Company will become a wholly owned
subsidiary of Ferrer.  If the Merger is completed, the Company
anticipates that its Common Stock will no longer be traded on any
public markets, including the OTC Market's Pink market tier or
otherwise.

                   About Alexza Pharmaceuticals

Alexza Pharmaceuticals is focused on the research, development, and
commercialization of novel, proprietary products for the acute
treatment of central nervous system conditions.  Alexza's products
and development pipeline are based on the Staccato(R) system, a
hand-held inhaler designed to deliver a pure drug aerosol to the
deep lung, providing rapid systemic delivery and therapeutic onset,
in a simple, non-invasive manner.  Active pipeline product
candidates include AZ-002 (Staccato alprazolam) for the management
of epilepsy in patients with acute repetitive seizures and AZ-007
(Staccato zaleplon) for the treatment of patients with middle of
the night insomnia.

Alexza reported a net loss of $21.31 million on $5.02 million of
total revenues for the year ended Dec. 31, 2015, compared to a net
loss of $36.73 million on $5.56 million of total revenues for the
year ended Dec. 31, 2014.

As of March 31, 2016, Alexza had $10.6 million in total assets,
$84.9 million in total liabilities and a total stockholders'
deficit of $74.3 million.

OUM & CO. LLP, in San Francisco, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has recurring
losses from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going concern.


ALEXZA PHARMACEUTICALS: Files 2015 Conflict Minerals Report
-----------------------------------------------------------
Alexza Pharmaceuticals, Inc., filed with the Securities and
Exchange Commission a Conflict Minerals Report for the year ended
Dec. 31, 2015, in compliance with Rule 13p-1 under the Securities
Exchange Act of 1934.

The Rule was adopted by the SEC to implement reporting and
disclosure requirements related to conflict minerals as directed by
the Dodd-Frank Wall Street Reform and Consumer Protection Act of
2010 (Dodd-Frank Act).  The Rule imposes certain reporting
obligations on SEC registrants whose manufactured products contain
conflict minerals which are necessary to the functionality or
production of their products.  Conflict Minerals are defined as
cassiterite, columbite-tantalite, gold, wolframite, and their
derivatives, which are limited to tin, tantalum, tungsten, and gold
(3TG) for the purposes of this assessment.  These requirements
apply to registrants whatever the geographic origin of the conflict
minerals and whether or not they fund armed conflict.

"We evaluated our current product lines and determined that certain
product we manufacture or contract to manufacture contain tin,
tungsten, tantalum and/or gold (3TG).  We requested our
manufacturers to complete a Reasonable County of Origin
(“RCOI”) questionnaire for each such conflict mineral.  The
survey of our suppliers determined that our supply chain is
Conflict Free Undeterminable and as a result we have filed a
Conflict Minerals Report.

"We recognize that the supply chain tracing of these materials is
complex; however, we are committed to working with our suppliers to
determine whether the products we manufacture or contract to
manufacture are "conflict free," that is, that they either do not
contain conflict minerals from the Covered Countries or originate
from recycled or scrap materials."

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

                     https://is.gd/VXngkT

              About Alexza Pharmaceuticals, Inc.

Alexza Pharmaceuticals is focused on the research, development, and
commercialization of novel, proprietary products for the acute
treatment of central nervous system conditions.  Alexza's products
and development pipeline are based on the Staccato(R) system, a
hand-held inhaler designed to deliver a pure drug aerosol to the
deep lung, providing rapid systemic delivery and therapeutic onset,
in a simple, non-invasive manner.  Active pipeline product
candidates include AZ-002 (Staccato alprazolam) for the management
of epilepsy in patients with acute repetitive seizures and AZ-007
(Staccato zaleplon) for the treatment of patients with middle of
the night insomnia.

Alexza reported a net loss of $21.31 million on $5.02 million of
total revenues for the year ended Dec. 31, 2015, compared to a net
loss of $36.73 million on $5.56 million of total revenues for the
year ended Dec. 31, 2014.

As of March 31, 2016, Alexza had $10.6 million in total assets,
$84.9 million in total liabilities and a total stockholders'
deficit of $74.3 million.

OUM & CO. LLP, in San Francisco, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has recurring
losses from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going concern.


ALEXZA PHARMACEUTICALS: Lansdowne Has 7.96% Stake as of June 16
---------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Lansdowne Partners Austria GmbH and Lansdowne
Investment Company Limited disclosed that as of June 16, 2016, they
beneficially own 1,733,833 shares of common stock of Alexza
Pharmaceuticals, Inc., representing 7.96 percent of the shares
outstanding.  A copy of the regulatory filing is available for free
at https://is.gd/gtVXuO

               About Alexza Pharmaceuticals

Alexza Pharmaceuticals is focused on the research, development, and
commercialization of novel, proprietary products for the acute
treatment of central nervous system conditions.  Alexza's products
and development pipeline are based on the Staccato(R) system, a
hand-held inhaler designed to deliver a pure drug aerosol to the
deep lung, providing rapid systemic delivery and therapeutic onset,
in a simple, non-invasive manner.  Active pipeline product
candidates include AZ-002 (Staccato alprazolam) for the management
of epilepsy in patients with acute repetitive seizures and AZ-007
(Staccato zaleplon) for the treatment of patients with middle of
the night insomnia.

Alexza reported a net loss of $21.3 million on $5.02 million of
total revenues for the year ended Dec. 31, 2015, compared to a net
loss of $36.73 million on $5.56 million of total revenues for the
year ended Dec. 31, 2014.

As of March 31, 2016, Alexza had $10.6 million in total assets,
$84.9 million in total liabilities and a total stockholders'
deficit of $74.3 million.

OUM & CO. LLP, in San Francisco, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has recurring
losses from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going concern.


ALLY FINANCIAL: Presented at Morgan Stanley Conference
------------------------------------------------------
Members of management of Ally Financial Inc. presented at the
Morgan Stanley Financials Conference on June 15, 2016 at 9:10 a.m.
ET.  The presentation is available for free at                   
https://is.gd/M7pQ5m

                     About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The Company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3 percent stake.  Private equity firm Cerberus
Capital Management LP keeps 14.9 percent, while General Motors Co.
owns 6.7 percent.

Ally reported net income of $1.28 billion on $4.86 billion of total
net revenue for the year ended Dec. 31, 2015, compared to net
income of $1.15 billion on $4.65 billion of total net revenue for
the year ended Dec. 31, 2014.  As of Dec. 31, 2015, the Company had
$158.58 billion in total assets, $145.14 billion in total
liabilities and $13.43 billion in total equity.

                           *     *     *

As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings
Services said it raised its issuer credit rating on Ally Financial
Inc. to 'BB' from 'B+'.  "The upgrade reflects the company's
release from potential legal and financial liabilities stemming
from its ownership of ResCap," said Standard & Poor's credit
analyst Tom Connell.

In the April 3, 2014, edition of the TCR, Fitch Ratings has
upgraded Ally Financial Inc.'s long-term Issuer Default Rating
(IDR) and senior unsecured debt rating to 'BB+' from 'BB'.
The rating upgrade reflects increased clarity around Ally's
ownership structure given Ally's recent announcement that it has
launched an initial public offering those shares of its common
stock held by the U.S. Treasury (the Treasury).

As reported by the TCR on July 16, 2014, Moody's Investors Service
affirmed the 'Ba3' corporate family and 'B1' senior unsecured
ratings of Ally Financial, Inc. and revised the outlook for the
ratings to positive from stable.  Moody's affirmed Ally's ratings
and revised its rating outlook to positive based on the company's
progress toward sustained improvements in profitability and
repayment of government assistance received during the financial
crisis.


ALORICA INC: Moody's Affirms B1 CFR on $100MM Shift to Term Loan B
------------------------------------------------------------------
Moody's Investors Service  affirmed Alorica, Inc.'s corporate
family rating of B1 and B1-PD probability of default rating
following (i) a $100 million shift from Term Loan B (TLB) to Term
Loan A (TLA), (ii) extending the existing revolver and TLA maturity
dates to 5 years after closing from March 3, 2020 and (iii)
lowering the existing TLA's required amortization percentages to
levels of 5% to 10% (subject to timing) from between 11% to 17%
(subject to timing), to match the proposed incremental TLA
amortization requirements). Moody's also affirmed B1 ratings for
the company's senior secured first lien (i) revolver, (ii) term
loan A ("TLA") and (iii) term loan B ("TLB"). The ratings outlook
is stable.

As previously announced, Alorica, Inc. has entered into a
definitive agreement to acquire Expert Global Solutions, Inc.
("EGS"), which subject to regulatory approval is expected to close
in the third quarter of 2016. Moody's currently rates EGS B3
(negative outlook), but will withdraw this rating upon closing the
transaction. The combined entity will create the third largest (by
revenues) US based business-process-outsourcing ("BPO") firm.

The proceeds from approximately (i) a $545 million TLA (up from
$445 million previously proposed and comprised of a $275 million
tack-on to Alorica's existing $270 million TLA), (ii) a new $350
million TLB (down from $450 million previously proposed) and (iii)
cash from the balance sheet will be used to (i) refinance all of
EGS's existing debt (except for some capital leases), (ii) pay off
about $29 million of Alorica's revolver (leaving $34 million
outstanding), (iii) provide equity distributions to Alorica's and
EGS's management and owners and (iv) pay transaction costs. At
closing, Alorica's shareholders will own about 63% of the pro forma
equity and One Equity Partners and their affiliate shareholders
will own the remaining 37%.

RATINGS RATIONALE

Alorica is positioned in the B1 corporate family rating ("CFR")
category given the integration risk associated with combining two
large entities (each with over a billion dollars in revenues), this
on the heels of another large acquisition Alorica recently closed
in March 2015 when they acquired West AS (with revenues of about
$600 million per annum, doubling Alorica's revenues to about $1.2
billion). Also, there is overall modest revenue growth expected
(low single digit percentage), they operate in a highly competitive
industry with somewhat low barriers to entry and low operating
margins (low single digit percentage), and have some customer
concentration risk (with their top 10 customers representing about
48% of revenues).

The B1 rating is supported by modest leverage (about 3.6x at LTM
March 31, 2016, including Moody's standard adjustments but no
synergies or about 3.0x including run rate synergies and costs to
achieve those synergies), good free cash flow ("FCF") generation, a
leading industry position (top three US BPO provider), favorable
macro industry dynamics with a large addressable market in the near
to medium term, serve diversified verticals (with communications
being the largest, at about 28% of revenues, and healthcare &
insurance the second largest, at about 18% of revenues), and have
long standing customer relations, which provides some stickiness to
revenues.

With regards to the changes specifically, Moody's highlights the
following:

-- The $100 shift from TLB to TLA is credit neutral because the
    aggregate amount of pro forma debt (revolver, TLA and TLB) is
    unchanged and it all remains senior secured first lien debt.

-- Extending the revolver and TLA to 5 years from closing (about
    June 2016) from March 3, 2020 is credit positive because it
    benefits liquidity.

-- Changing the existing TLA amortization (11% to 17% per annum,
    subject to timing) to match the incremental TLA amortization
    (5% to 10% per annum, subject to timing) is credit negative
    because less existing TLA debt is being repaid.”

Alorica's ratings and outlook are not affected by these changes.

Lliquidity remains adequate based on a modest cash balance of about
$15 million and about $34 million drawn on the $225 million first
lien revolver at closing. For 2016, Moody's expects FCF to be good
and significant availability under the revolver. Moody's
anticipates adequate cushion under the financial covenants of the
first lien credit facilities. The first lien TLA (which the
existing and incremental TLA will become a single tranche upon
closing) is anticipated to amortize per annum between 5% to 10%
(subject to timing), with a bullet due 5 years from closing (which
is an extension from its existing maturity of March 3, 2020). The
second lien TLB is anticipated to amortize approximately 1% per
annum, with a bullet due at maturity about 6 years from closing.
The revolver also matures on 5 years from closing (which again is
an extension from its existing maturity of March 3, 2020).

The stable outlook reflects Moody's expectation of low single digit
percentage revenue growth YoY, EBITDA margins (on a Moody's
adjusted basis) in the mid teen percentages and FCF to debt in the
high single digits in 2016.

The ratings could be upgraded, although unlikely in the near future
given such a large integration, if:

-- The integration proceeds smoothly, including realizing
    expected synergies;

-- The company demonstrates high single digit organic revenue
    growth;

-- Leverage is sustained below 3x;

-- Interest coverage is sustained above 4x;

-- Demonstrates strong liquidity; and

-- Commitment to conservative financial policies.

The ratings could be downgraded if:

-- Liquidity materially weakens; or

-- performance deteriorates materially, as a result of
    competitive pressures or integration challenges, such that i)
    leverage reaches and is sustained at 4.5x or ii) interest
    coverage is below 2x.

The following ratings were affirmed:

Issuer: Alorica, Inc.

Corporate Family Rating, B1

Probability of Default Rating, B1-PD

Senior Secured First Lien Revolving Credit Facility, B1 (LGD3)

Senior Secured First Lien Term Loan A, B1 (LGD3)

Senior Secured First Lien Term Loan B, B1 (LGD3)


AMBITEK INDUSTRIAL: Wants Plan Filing Period Extended for 7 Days
----------------------------------------------------------------
Ambitek Industrial Contractors, Inc., et al., ask the U.S.
Bankruptcy Court for the District of Puerto Rico to extend for
seven days the Debtor's exclusive period to file the Disclosure
Statement and plan of Reorganization and to extend the deadline to
obtain the votes for the Plan of Reorganization for a term of 60
days after the order approving the Disclosure Statement.

The Debtors' request is based upon these facts:

      a. the size and complexity of the case due to the fact that
         four cases have been consolidated and duplicated proof of

         claims have been filed merit the extension hereby
         requested;

      b. the Debtors have provided to the creditors certain
         information they have requested and expects to receive
         their reply within the next days;

      c. the Debtors are meeting their obligations as debtors-in-
         possession.  Monthly Operating Reports have been filed
         and quarterly fees have been paid;

      d. any extension of time will not harm the the creditors but

         will increase the possibilities of a successful
         reorganization;

      e. the Debtors make this request in good faith and without
         any intent to cause undue delay to the proceedings.

The Debtors' counsel can be reached at:

         Mary Ann Gandia-Fabian, Esq.
         P.O. Box 270251
         San Juan, Puerto Rico 00928
         Tel: (787) 390-7111
         Fax: (787) 729-2203
         E-mail: gandialaw@gmail.com

Ambitek Industrial Contractors Inc filed for Chapter 11 bankruptcy
protection (Bankr. D.P.R. Case No. 15-09532) on Nov. 30, 2015.
Mary Ann Gandia-Fabian, Esq., at Gandia-Fabian Law Office serves
as the Debtor's bankruptcy counsel.

On Oct. 21, 2015, Cyma Cleaning Contractors, Inc., Innova
Industrial Contractor, Inc., and Handy Man Services, Inc., were
consolidated under the case 15-06582.  On Dec. 23, 2015, Ambitek
Industrial Contractors, Inc., was consolidated with Cyma Cleaning
Contractors, Inc., Innova Industrial Contractor, Inc., and Hany
Man Services, Inc., under the case 15-06582.


AMERICAN COMMERCE: Incurs $245,000 Net Loss in Fiscal 2016
----------------------------------------------------------
American Commerce Solutions, Inc., filed with the Securities and
Exchange Commission its annual report on Form 10-K disclosing a net
loss of $245,000 on $2.05 million of net sales for the year ended
Feb. 29, 2016, compared to a net loss of $185,000 on $2.23 million
of net sales for the year ended Feb. 28, 2015.

As of Feb. 29, 2016, American Commerce had $4.75 million in total
assets, $3.27 million in total liabilities, and $1.48 million in
total stockholders' equity.

Stevenson & Company CPAS LLC, in Tampa, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Feb. 29, 2016, citing that the Company has recurring
losses resulting in an accumulated deficit and is in default on
several notes payable.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.

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

                    https://is.gd/CmtT28

                   About American Commerce

American Commerce Solutions, Inc., headquartered in Bartow,
Florida, is primarily a holding company with one wholly owned
subsidiary; International Machine and Welding, Inc., is engaged in
the machining and fabrication of parts used in heavy industry, and
parts sales and service for heavy construction equipment.


AMSURG CORP: Moody's Reviews B1 Corp Family Rating for Downgrade
----------------------------------------------------------------
Moody's Investors Service placed the ratings of AmSurg Corporation
under review for downgrade, including the company's B1 Corporate
Family Rating and B1-PD Probability of Default Rating. The rating
action follows the announcement on June 15, 2016, that AmSurg
entered into a definitive all-stock merger agreement with Envision
Healthcare Holdings, Inc. The transaction will create a combined
organization with an estimated $8.5 billion in revenues. Envision
shareholders will own about 53% of the new entity -- to be name
Envision Healthcare Corporation -- and AmSurg shareholders will own
47% of the combined organization. Envision is a leading provider of
emergency medical services in the U.S., providing emergency
department and hospital physician outsourcing and medical
transport.

Moody's review will focus on the expected performance of the
combined entities, the proposed capital structure, the strategy for
deleveraging, the timing and magnitude of expected synergies, as
well as the combined organization's free cash flow capabilities and
liquidity. If Moody's becomes confident in the combined company's
ability to reduce leverage within a reasonable time period, the
corporate family rating could be confirmed at B1. Ratings on
individual debt instruments, however, will be driven by not only
the ultimate Corporate Family Rating, but also the profile of the
ultimate capital structure as analyzed through Moody's loss given
default methodology.

The following ratings were placed under review for downgrade:

AmSurg Corporation:

Corporate Family Rating at B1

Probability of Default Rating at B1-PD

Senior secured revolving credit facility at Ba2 (LGD 2)

Senior secured term loan at Ba2 (LGD 2)

Senior unsecured notes at B3 (LGD 5)

Rating affirmed:

Speculative Grade Liquidity Rating at SGL-2

RATING RATIONALE

AmSurg's B1 Corporate Family Rating (under review for downgrade)
reflects Moody's expectation that the company will continue to
operate with considerable financial leverage as it uses debt to
fund its growth strategy. In addition, AmSurg has added significant
scale and earnings diversification with recent acquisitions, but
has not yet fully benefited from synergies. The rating is supported
by the company's significant scale in both of its segments, which
are otherwise very fragmented. Moreover, AmSurg's rating reflects
Moody's expectation of a relatively stable near term reimbursement
environment and the longer-term favorable prospects for the ASC
industry.

Headquartered in Nashville, Tennessee, AmSurg Corp. acquires,
develops and operates ambulatory surgery centers in partnership
with physicians. The company also provides physician services,
including anesthesiology and neonatology physicians to healthcare
facilities. Through its two operating divisions, as of March 31,
2016, AmSurg owned and operated 256 ASCs in 34 states and provided
physician services to more than 450 healthcare facilities in 29
states. AmSurg has partnerships with, or employs, over 5,000
physicians in 38 states and the District of Columbia.


ARCH COAL: Deadline for Disclosures Approval Moved to June 23
-------------------------------------------------------------
Arch Coal, Inc., has entered into a further amendment to the DIP
Credit Agreement, dated as of June 10, 2016, which extends the
deadline for Bankruptcy Court approval of the disclosure statement
related to the Plan of Reorganization from June 10, 2016 to June
23, 2016.

On January 21, 2016, the Superpriority Secured Debtor-in-Possession
Credit Agreement, as amended on March 4, 2016 and March 28, 2016,
was entered into by and among the Company, as borrower, certain of
the Debtors, as guarantors, the lenders from time to time party
thereto and Wilmington Trust, National Association, as
administrative agent and collateral agent for the DIP Lenders.  

Arch entered into an amendment to the DIP Credit Agreement, dated
as of April 26, 2016, which extended the deadline for the filing of
a plan of reorganization and accompanying disclosure statement from
April 26, 2016 to May 5, 2016. On May 5, 2016, the Company filed
its plan of reorganization and accompanying disclosure statement
with the Court.

Prior to the Petition Date, certain of the Debtors entered into a
Restructuring Support Agreement, dated as of January 10, 2016, as
amended on February 25, 2016 and March 28, 2016.  On June 10, 2016,
Arch entered into an amendment, which provides for the waiver of
the termination event that would have occurred on June 10, 2016 as
a result of the Debtors not having obtained Court approval of the
assumption of the Restructuring Support Agreement by June 10, 2016.
Following entry into the RSA Amendment, the Debtors are required
to obtain Court approval of the assumption of the Restructuring
Support Agreement prior to June 23, 2016 or such later date as may
be agreed to by a majority of the lenders party thereto.

The RSA Amendment further waives any termination event arising out
of the Debtors' failure to obtain Court approval of the Disclosure
Statement no later than June 10, 2016, so long as such approval is
obtained by June 23, 2016.

                       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.


ARCH COAL: Files Amended Plan of Reorganization
-----------------------------------------------
Arch Coal, Inc., on June 15, 2016, disclosed that it has filed an
amended Plan of Reorganization and a related Disclosure Statement
with the United States Bankruptcy Court for the Eastern District of
Missouri.  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 filing of this amended Plan moves Arch another significant
step closer to a successful completion of our financial
restructuring," said John W. Eaves, Arch's chairman and CEO.  "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."

"We appreciate the support of Arch's lenders and other
stakeholders, and we are especially grateful for the continued
focus and commitment of Arch's dedicated employees during this
process," Mr. Eaves continued.  "Thanks to our employees' efforts,
we are continuing to provide exceptional service to our customers,
while maintaining our position as an industry leader in safety and
environmental stewardship."

A hearing to consider approval of the Disclosure Statement is
scheduled for June 22, 2016.  Following approval of the Disclosure
Statement, the company intends to seek confirmation of the Plan
consistent with the milestones outlined in the restructuring
support agreement.

Arch's Plan and Disclosure Statement, as well as other documents
related to the reorganization proceedings, are available on a
website administered by Arch's claims and noticing agent, Prime
Clerk, at https://cases.primeclerk.com/archcoal

The Disclosure Statement is subject to approval by the Court, and
the Plan is subject to confirmation by the Court.  This press
release is not intended as a solicitation for a vote on the Plan.
Certain legal matters addressing intercreditor and distributional
issues among the company's secured and unsecured creditors will
need to be resolved by the Court unless previously settled.  The
company will continue its diligent efforts towards a consensual
resolution of these issues.

Additional information about Arch's restructuring is available on
Arch's website at www.archcoal.com/restructuring or by calling
Arch's Restructuring Hotline, toll-free in the U.S., at
1-844-242-7478. (For calls originating outside the U.S., please
dial 1-929-477-8086).

Davis Polk & Wardwell LLP is serving as legal advisor to Arch Coal,
and PJT Partners is serving as financial advisor.

                       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.


ASCENT RESOURCES: S&P Affirms 'CCC' CCR, Outlook Negative
---------------------------------------------------------
S&P Global Ratings affirmed its 'CCC' corporate credit rating on
Oklahoma City-based oil and gas exploration and production company
Ascent Resources – Marcellus LLC (AR Marcellus).  The outlook is
negative.

At the same time, S&P lowered its issue-level rating on the
company's first-lien debt to 'CCC-' from 'CCC' and revised the
recovery rating on this debt to '5' from '4'.  The '5' recovery
rating reflects S&P's view of modest (10% to 30%, lower half of the
range) recovery to creditors in the event of a payment default.
S&P also affirmed its 'CC' issue-level rating and '6' recovery
rating on the company's second-lien debt.

"The affirmation reflects our assessment that despite completing
noncore asset sales in the first quarter of 2016, we still assess
AR Marcellus' liquidity as weak, and that it will be unable to meet
its financial obligations over the next 12 months absent additional
equity contributions or asset sales," said S&P Global Ratings
credit analyst Carin Dehne-Kiley.

S&P could lower the rating if it viewed a default to be inevitable
within six months, absent unanticipated significantly favorable
changes in AR Marcellus' circumstances.  S&P could also lower the
ratings if the company announced a debt exchange or restructuring
that we would view as distressed.

S&P could raise the rating if liquidity improved, which would most
likely occur if the company raised additional equity to unlock its
capital spending reserve account, or executed additional asset
sales.


BEAR CREEK: Taps O'Keefe & Associates as Financial Advisor
----------------------------------------------------------
Bear Creek Partners II, LLC and Bear Creek Retail Partners II, LLC
seek approval from the U.S. Bankruptcy Court for the Western
District of Michigan to hire O'Keefe & Associates Consulting LLC as
their financial advisor.

The Debtors tapped the firm to analyze and review financial
information, provide financial advice, prepare financial analysis
and assist in obtaining confirmation of a plan of reorganization.

Patrick O'Keefe and Carolyn Riegler will be the professionals
principally involved in the representation of the Debtors.  The
rates of O'Keefe professionals are:

     Patrick O'Keefe     $525
     Carolyn Riegler     $375
     Steve Hayduk        $275
     Matt Rizzo          $275

Mr. O'Keefe, chief executive officer of O'Keefe, disclosed in a
court filing that neither the firm nor any of its employees holds
any interest adverse to the Debtors' estates or their creditors.

The firm can be reached through:

     Patrick O'Keefe
     Founder and Chief Executive Officer
     O'Keefe & Associates Consulting LLC
     2 Lone Pine Road
     Bloomfield Hills, MI 48304

                   About Bear Creek Partners

Bear Creek Partners II, L.L.C. and Bear Creek Retail Partners II
LLC filed chapter 11 petitions (Bankr. W.D. Mich. Case Nos.
16-02553 and 16-02554) on May 6, 2016.  The Debtors are represented
by lawyers at Jaffe Raitt Heuer & Weiss, P.C., in SOuthfield, Mich.
Each debtor estimated between $10 million and $50 million of
assets and liabilities at the time of the filing.  Lawyers at
Wardrop & Wardrop, P.C., represent the creditors' committee.


BEAR METALLURGICAL: Appoints KCC as Notice and Claims Agent
-----------------------------------------------------------
Gulf Chemical & Metallurgical Corporation and Bear Metallurgical
Company asked the Bankruptcy Court to approve the employment of
Kurtzman Carson Consultants LLC as their as notice, claims, and
balloting agent.  The Debtors believe that retaining KCC to perform
those services is the most effective and efficient manner of
noticing creditors and parties-in-interest of the filing of the
Chapter 11 cases and other developments.

The Debtors proposed to pay KCC in accordance with the terms and
conditions of the Services Agreement upon KCC's submission of
invoices summarizing, in reasonable detail, the services rendered
and expenses incurred in connection therewith and without the
necessity for KCC to file an application for compensation or
reimbursement with the Court.

Prior to the Petition Date, the Debtors provided KCC with a
retainer in the amount of $10,000.  KCC will first apply the
retainer to all prepetition invoices.  Thereafter, it will have the
retainer replenished to the original retainer amount and hold the
retainer during the Chapter 11 cases as security for the payment of
fees and expenses incurred under the Services Agreement.

The Services Agreement provides that the Debtors will indemnify,
defend, and hold harmless KCC and its directors, officers,
employees, affiliates, and agents under certain circumstances
specified in the Services Agreement, except in circumstances
resulting from KCC's own gross negligence or willful misconduct.

To the best of the Debtors' knowledge, KCC neither holds nor
represents any interest materially adverse to the Debtors' estates
in connection with any matter on which it would be employed.

                     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.


BEAR METALLURGICAL: Employs Stoneleigh Group as Financial Advisor
-----------------------------------------------------------------
Gulf Chemical & Metallurgical Corporation and Bear Metallurgical
Company seek authority from the Bankruptcy Court to employ
Stoneleigh Group Holdings, LLC as their financial advisor effective
nunc pro tunc to the Petition Date.

In March 2016, the Debtors engaged Stoneleigh as an exclusive
financial advisor in connection with a strategic assessment of
alternatives.  The Debtors now seek to have Stoneleigh continue in
its financial advisory capacities during the pendency of their
Chapter 11 cases.

Kevin Willis, managing principal of Stoneleigh, will lead the
engagement.  Mr. Willis is an experienced business advisor and
turnaround executive, with over 20 years of broad industry
experience and a consistent record of achieving quality results in
both in-court and out-of-court restructurings.

Other professionals from Stoneleigh will be engaged as deemed
appropriate by Stoneleigh and Mr. Willis, but only as agreed to in
advance by the Debtors.

Stoneleigh will, if appropriate and if requested by the Debtors,
among other things:

   (a) continue to provide various financial analysis assistance
       to Gulf (and its wholly owned subsidiary Bear), including
       development of various forecasts and weekly cash
       models;

   (b) assist the management team, as necessary, with cash
       management and working capital improvement activities;

   (c) work with the leadership of the Debtors to evaluate and
       prepare for a potential bankruptcy filing for either or
       both of the Debtors; and

   (d) provide ongoing assistance and support in navigating the
       court process while supporting the CEO and leadership team
       with financial and operational analysis, coordination with
       internal and external counsel, bankruptcy-related
       reporting, and coordination with various external
       constituents.

The Debtors will pay Stoneleigh based on a discounted daily rate
fixed fee structure, as calculated in 1/4 day increments based on
time worked (not to exceed 1.0 billable days per day, per
individual).  All billable time will be approved in advance, and
all fees will be billed on a cumulative weekly basis.

The Debtors will also reimburse Stoneleigh for all reasonable
travel expenses incurred by Stoneleigh as approved in advance by
the Debtors, including airfare, hotel, meals, and transportation.

The daily fees for each individual of Stoneleigh vary based on the
experience and position of the individual.  The rate structure is
as follows:

    Role                 Daily Rate          Discounted Rate
    ----                 ----------          ---------------
    Managing Principal     $5,000                $4,000
    Principal              $4,250                $3,500
    Senior Director        $3,500                $2,850
    Director               $3,000                $2,500
    Senior Associate       $2,750                $2,250
    Associate              $1,750                $1,400

Because the Debtors are seeking that Stoneleigh be paid on a daily
fee basis - rather than on an hourly basis - the Debtors request
that Stoneleigh not be required to submit regular applications to
the Bankruptcy Court approving its compensation.
  
To the best of Debtors' knowledge, Stoneleigh is a "disinterested
person" as that term is defined by Section 101(14) of the
Bankruptcy Code, as modified by section 1107(b).  

                      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.


BEAR METALLURGICAL: Hires McDonald Hopkins as Bankruptcy Counsel
----------------------------------------------------------------
Gulf Chemical & Metallurgical Corporation and its unit Bear
Metallurgical Company filed an application with the Bankruptcy
Court seeking approval of their employment of McDonald Hopkins LLC
as counsel, nunc pro tunc to the Petition Date.

As disclosed in Court documents, McDonald Hopkins began
representing Gulf in November 2015 with respect to a potential
restructuring, investigating both in and out of court restructuring
options.  McDonald Hopkins commenced representation of Bear in 2016
regarding its restructuring process.

The Debtors contemplate that McDonald Hopkins will render general
legal services as needed throughout the course of the Chapter 11
cases, including, but not limited to: (i) filing and monitoring the
Chapter 11 cases; (ii) advising the Debtors of their obligations
and duties as a debtors-in-possession; (iii) executing the Debtors'
decisions by filing with the Court motions, objections, and other
relevant documents; (iv) appearing before the Court on all matters
in this case relevant to the interests of the Debtors; (v)
assisting the Debtors in the administration of the Chapter 11
cases; and (vi) taking other actions as are necessary to protect
the rights of the Debtors' estates.

Subject to the approval of the Bankruptcy Court, the Debtors intend
to pay McDonald Hopkins on an hourly basis in accordance with the
firm's ordinary and customary hourly rates and reimburse the firm
of its actual and necessary out-of-pocket expenses.  The current
hourly rates charged by McDonald Hopkins for professionals and
paraprofessionals are as follows:

         Billing Category              Range
         ----------------            ---------
         Members                     $365-$750
         Of Counsel                  $310-$725
         Associates                  $210-$410
         Paralegals                  $180-$275
         Law Clerks                  $40-$150

Sean D. Malloy ($585/hour rate), a member; Michael J. Kaczka
($425/hour rate), a member; Joshua A. Gadharf ($345/hour rate), an
associate; and Maria G. Carr ($250/hour rate), an associate, are
expected to have the primary responsibility for providing services
to the Debtors.  In addition, from time to time, other McDonald
Hopkins professionals and paraprofessionals will provide services
to the Debtors.

During the seven months prior to the Petition Date, the Debtors
paid McDonald Hopkins a total of $269,207.  Those funds were used
to pay for, among other things, services performed by McDonald
Hopkins in evaluating restructuring options, pursuing potential
out-of-court alternatives, and in contemplation and preparation of
the Debtors' bankruptcy cases.  Prior to the filing of the Chapter
11 cases, the Debtors provided McDonald Hopkins a retainer in the
aggregate amount of $225,000.  As of the Petition Date, $31,027 of
the Retainer remains unapplied.  McDonald Hopkins intends to hold
the Retainer until further application of such retainer is approved
by the Court.

McDonald Hopkins and the Debtors have not agreed to any variations
from, or alternatives to, McDonald Hopkins' standard billing
arrangements for these Chapter 11 cases.  None of the professionals
included in this engagement will vary their rate charged to the
Debtors based on the geographic location of the Debtors' Chapter 11
cases.

To the best of the Debtors' knowledge, McDonald Hopkins: (a) does
not have any connection with them, the Bankruptcy Court, the United
States trustee, any person employed in the Office of the United
States Trustee, or its respective attorneys and accountants; (b) is
a "disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code; and (c) does not hold any interest
materially adverse to the Debtors or the estates.

                    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.


BEAR METALLURGICAL: Judge Orders Joint Administration of Cases
--------------------------------------------------------------
At the request of Gulf Chemical & Metallurgical Corporation and
Bear Metallurgical Company, Judge Jeffery A. Deller of the U.S.
Bankruptcy Court for the Western District of Pennsylvania entered
an order consolidating for procedural purposes only their Chapter
11 cases under Case No. 16-22192.

                      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 in the U.S. Bankruptcy Court for the Western District of
Pennsylvania 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 jointly administered cases are assigned to Judge Jeffery A.
Deller.


BEAR METALLURGICAL: Parent Agrees to Provide $12 Million DIP Loan
-----------------------------------------------------------------
Gulf Chemical & Metallurgical Corporation and Bear Metallurgical
Company have obtained commitment from Comilog Holding to provide up
to $12 million senior secured loan, subject to the approval of the
Bankruptcy Court.  Comilog is Gulf's parent company and Bear's
indirect parent company.  The Debtors said they require the money
to, among other things, pay wages and other expenses, as set forth
in a budget, a copy of which is available for free at:

             http://bankrupt.com/misc/7_GULF_DIP.pdf

"The proposed financing offered by the DIP Lender will provide
adequate financing and flexibility to allow the Debtors to continue
operating during the sales process, which will maximize the value
of their assets so that they may obtain the highest and best
purchase price.  The DIP Loan Agreement is critical to the Debtors'
ability to continue their operations while seeking a purchaser or
purchasers for their assets," said Sean D. Malloy, Esq., at
McDonald Hopkins LLC, one of the Debtors' attorneys.

The DIP Loan will mature on the earliest to occur of: (a) Dec. 31,
2016, (b) the occurrence of any "Termination Event" set forth in
any DIP Order, or (c) the entry of an order approving the sale of
substantially all of the Debtors' assets.

The DIP Loan bears an interest rate of 8.5% per annum.  During an
event of default, the interest rate is 10.5% per annum.

The Debtors have agreed, subject to Court approval, to pay a
$50,000 closing fee for the DIP Loan, plus reasonable costs and
expenses to the DIP Lender, including without limitation,
reasonable fees and expenses of the professionals retained by the
DIP Lender, as provided for in the DIP Loan Agreement, without the
necessity of filing retention applications or fee applications.

The DIP Loan Agreement will be secured by senior liens and security
interests, in substantially all of the Debtors' assets other than
Gulf's real property, but including Bear's real property and each
of the Debtors' personal, tangible, or intangible property,
including avoidance actions under Sections 544, 547, 548, and 550
of the Bankruptcy Code.

As adequate protection for the Pre-Petition Lender, Gulf will use
proceeds from the DIP Loan make monthly payments in the minimum
amount of interest due on the Pre-Petition Secured Loans.  The
obligations owed by Gulf to the Pre-Petition Lender under the
Pre-Petition Loan Agreement will not be "rolled-up" into the DIP
Loan and will be junior to and paid after the DIP Loan.

In addition, the Debtors request that the Court authorize Bear to
use cash collateral in order to permit the orderly continuation of
its business, to maintain business relationships with vendors and
suppliers, to make payroll, to make capital expenditures, and to
satisfy other working capital and operational needs.

                    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 in the U.S. Bankruptcy Court for the Western District of
Pennsylvania 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.


BEAR METALLURGICAL: Proposes Aug. 4 as Bid Submission Deadline
--------------------------------------------------------------
Gulf Chemical & Metallurgical Corporation and Bear Metallurgical
Company asked the U.S. Bankruptcy Court for the Western District of
Pennsylvania to approve bid procedures for the sale of
substantially all of their assets.

The Debtors said that although they and their advisor have engaged
in a thorough and extensive prepetition marketing process, there
have been no binding offers for their assets.  Accordingly, the
Debtors propose to sell their assets to the highest and best bidder
making a qualified offer pursuant to the Bid Procedures.

In a motion filed with the Court, Sean D. Malloy, Esq., at McDonald
Hopkins LLC, one of the Debtors' attorneys, said "The Bid
Procedures are designed to provide an organized process for the
receipt and review of bids from potential purchasers with an
ability to close on the sale of the assets and to maximize value to
the Debtors' estates.  The requirement of a deposit and evidence of
financial wherewithal is designed to confirm that auction
participants are bona fide bidders with the ability and desire to
consummate any proposed transaction."

In general the Bid Procedures provide:

  * Bids may be made for the Gulf Assets, the Bear Assets, or all
    of the Debtors' Assets.

  * Bids must be received on or before Aug. 4, 2016, at 4:00 p.m.
   (prevailing Eastern Time).

  * To be a Qualified Bid, an offer must be: (a) definitive and
    binding, not subject to due diligence or any conditions other
    than Court approval; (b) accompanied by evidence of financial
    wherewithal of the proposed buyer acceptable to the Debtors in

    their sole discretion; (c) accompanied by a deposit of
    immediately available funds of 10% of the proposed cash
    purchase price; and (d) accompanied by a proposed asset
    purchase agreement.

  * Bid increments will be $100,000.

  * An auction of all Qualified Bidders will be conducted by the
    Debtors on Aug. 8, 2016, at 10:00 a.m., at the Pittsburgh law
    offices of Cohen & Grigsby, 625 Liberty Avenue, 5th Floor,
    Pittsburgh, Pennsylvania 15222.

  * The Auction will continue until the Debtors determine,
    subject to Bankruptcy Court approval, that they have received
    the highest and best offer for the Gulf Assets, the Bear
    Assets, and/or the Debtors' Assets and the next highest and
    best Qualified Bid for those assets as the next highest and
    best offer for those assets.  The Qualified Bidders
    submitting a Successful Bid will be the "Successful
    Bidder(s)" and the Qualified Bidder(s) submitting a Reserve
    Bid shall be the "Reserve Bidder(s)."

  * The Debtors will have wide discretion to conduct the Auction
    in a manner designed to maximize value of the Debtors'
    Assets.  This discretion will allow the Debtors to conclude
    that the highest and best value can be achieved by separate
    bids for the Gulf Assets and the Bear Assets or a combined bid
   
    for the Debtors' Assets.

  * The Court will conduct a hearing to approve the highest and
    best offers received at the Action on a date convenient to
    the Court between August 9 and Aug. 15, 2016.

The Debtors propose that general objections, if any, to the Sale
Motion be filed by 4:00 p.m. (prevailing Eastern Time) on Aug. 4,
2016, and objections solely with respect to events at the Auction
be filed by 4:00 p.m. (prevailing Eastern Time) on Aug. 9, 2016.

At the Sale Hearing and pursuant to the Sale Motion (to be filed
separately), the Debtors will seek Court approval of the sale of
the assets to the highest and best bidders, free and clear of all
liens, claims, and encumbrances pursuant to Section 363(f) of the
Bankruptcy Code (other than any permitted encumbrances) with all
such liens, claims, encumbrances, and interests to attach to the
proceeds of the sale, except as otherwise provided, with the same
validity and in the same order of priority as they attached to the
assets prior to the sale.

                      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 in the U.S. Bankruptcy Court for the Western District of
Pennsylvania 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.


BEAR METALLURGICAL: Taps Cohen & Grigsby as Bankruptcy Counsel
--------------------------------------------------------------
Gulf Chemical & Metallurgical Corporation and Bear Metallurgical
Company seek authority from the Bankruptcy Court to employ Cohen &
Grigsby, P.C., as their local and asset sale transaction counsel
nunc pro tunc to the Petition Date.

The Debtors contemplate that Cohen & Grigsby will render general
legal services to them as needed throughout the course of the
Chapter 11 cases, including, but not limited to:

   (a) assisting McDonald Hopkins as local bankruptcy counsel in
       connection with the: (i) filing and monitoring the Debtors'
       Chapter 11 cases; (ii) advising the Debtors of their
       obligations and duties as a debtors in possession; (iii)
       executing the Debtors' decisions by filing with the Court
       motions, objections, and other relevant documents; (iv)
       appearing before the Court on all matters in this case
       relevant to the interests of the Debtors; (v) assisting the
       Debtors in the administration of the Chapter 11 cases; and
      (vi) taking such other actions as are necessary to protect
       the rights of the Debtors' estates; and

   (b) negotiating and drafting the asset purchase agreement and
       other transaction documents and filings with the Bankruptcy
       Court, and matters relating thereto, in connection with
       Bear's contemplated 363 asset sale.

Subject to the Court's approval, the Debtors have agreed to pay
Cohen & Grigsby on an hourly basis in accordance with the firm's
ordinary and customary hourly rates, as they may change from

time to time, in effect on the date that those services are
rendered, plus reimbursement of actual and necessary expenses
incurred by Cohen & Grigsby.  The current hourly rates charged by
Cohen & Grigsby for professionals and paraprofessionals normally
range from $200 to $525 per hour for attorneys and from
approximately $170 to $215 for paralegals.  Clerks and other
paraprofessionals may have lower rates.  These hourly rates are
subject to periodic adjustments, although Cohen & Grigsby typically
only adjusts its rates at the beginning of the year.

William E. Kelleher, Jr. ($490/hour rate), a director, Thomas D.
Maxson ($395/hour rate), a director, Helen Ward ($255/hour rate),
an associate, and Michelle Graeb ($210/hour rate), a paralegal, are
expected to have the primary responsibility for providing
bankruptcy and local counsel services to the Debtors.  In addition,
from time to time, other Cohen & Grigsby professionals and
paralegals or other paraprofessionals will provide services to the
Debtors, including Paul DeRosa ($390/hour rate), a director, as
primary corporate and asset sale transaction counsel for Bear.

To the best of the Debtors' knowledge, no promises have been
received by Cohen & Grigsby or by any shareholder, director,
counsel or associate thereof, as to compensation in connection with
the Debtors' cases other than in accordance with the provisions of
the Bankruptcy Code.  To the best of the Debtors' knowledge, Cohen
& Grigsby has no agreement with any other entity to share with such
entity compensation received by Cohen & Grigsby in connection with
the Debtors' Chapter 11 cases.

Prior to the filing of the Chapter 11 cases, the Debtors provided
Cohen & Grigsby a retainer in the aggregate amount of $60,000.  As
of the Petition Date and after the payment of prepetition services
in accordance with Debtors' agreement with Cohen & Grigsby, and
after the payment or contemplated payment of the filing fees for
the Chapter 11 petitions and the pro hac vice motion filing fees
for the McDoanld Hopkins attorneys in the total amount of $3,554,
the unapplied Retainer balance is $ 15,924.  Cohen & Grigsby
intends to hold the Retainer in accordance with its agreement with
the Debtors and/or until further application of the Retainer is
approved by the Court.

Cohen & Grigsby and the Debtors have not agreed to any variations
from, or alternatives to, Cohen & Grigsby's standard billing
arrangements for these Chapter 11 cases.  None of the professionals
included in this engagement will vary their rate charged to the
Debtors based on the nature of the services to be performed in the
Debtors' Chapter 11 cases.

It is Cohen & Grigsby's policy to charge its clients in all areas
of practice for identifiable, non-overhead expenses incurred in
connection with the client's case that would not have been incurred
except for representation of that particular client. It is also
Cohen & Grigsby's policy to charge its clients only the amount
actually incurred by Cohen & Grigsby in connection with those
items.

Cohen & Grigsby was previously retained by Eramet North America in
connection with efforts to sell Bear.  Shortly before the
commencement of these cases, that representation ended and Cohen &
Grigsby was retained directly by the Debtors to act as local
bankruptcy counsel to the Debtors and as transaction counsel to
Bear in connection with the asset sale.  The Debtors said Cohen &
Grigsby will not represent Eramet or any affiliate of Eramet in
connection with this case.

To the best of the Debtors' knowledge, Cohen & Grigsby is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code; and (c) does not hold any interest
materially adverse to the Debtors or the estates.

                 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.


BEAR METALLURGICAL: Taps Cohen & Grigsby as Local Counsel
---------------------------------------------------------
Bear Metallurgical Co. and Gulf Chemical & Metallurgical Corp. seek
approval from the U.S. Bankruptcy Court for the Western District of
Pennsylvania to hire Cohen & Grigsby, P.C.

The Debtors tapped the firm to be their local bankruptcy counsel
and to represent Bear Metallurgical in connection with a potential
sale of its assets.  Specifically, Cohen & Grigsby will:

     (a) give advice about their duties as debtors-in-possession;

     (b) monitor the Debtors' Chapter 11 cases;

     (c) execute the Debtors' decisions by filing legal papers
         with the court;

     (d) appear before the court;  

     (e) assist the Debtors in the administration of their cases;
         and

     (f) negotiate and draft the asset purchase agreement and
         other documents in connection with the sale of Bear
         Metallurgical's assets.

The current hourly rates charged by Cohen & Grigsby range from $200
to $525 for attorneys and from $170 to $215 for paralegals.

These personnel are anticipated to assist the Debtors during their
bankruptcy:

     William Kelleher, Jr.   Director     $490
     Thomas D. Maxson        Director     $395
     Helen Ward              Associate    $255
     Michelle Graeb          Paralegal    $210

From time to time, other professionals will also provide services
to the Debtors, including Paul DeRosa who will serve as the primary
counsel for Bear Metallurgical in connection with the sale.  The
director will be paid $390 per hour.

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

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

Cohen & Grigsby can be reached through:

     William Kelleher, Jr.   
     625 Liberty Avenue, 5th Floor
     Pittsburgh, PA 15222-3152
     Phone: 412-297-4900
     Fax: 412-209-0672
     info@cohenlaw.com

                    About Bear Metallurgical

Bear Metallurgical Co. and Gulf Chemical & Metallurgical Corp.
filed chapter 11 petitions (Bankr. W. D. Pa. Lead Case No.
16-22192) on June 14, 2016.

The petitions were signed by Eric Caridroit, chief executive
officer.  The cases are assigned to Judge Jeffery A. Deller.

At the time of the filing, Bear Metallurgical estimated assets and
debts to be between $1 million and $10 million.  Gulf Chemical
estimated assets and debts to be between $100 million and $500
million.


BEAR METALLURGICAL: Taps Kurtzman Carson as Claims Agent
--------------------------------------------------------
Bear Metallurgical Co. and Gulf Chemical & Metallurgical Corp. seek
approval from the U.S. Bankruptcy Court for the Western District of
Pennsylvania to hire Kurtzman Carson Consultants LLC as their
claims, notice 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 Debtors' schedules of
         assets and liabilities and statements 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) and (j)), 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 a declaration 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 Debtors;

     (i) record all transfers of claims and provide any notices of

         such transfers;

     (j) relocate all of the court-filed proofs of claim to KCC's
         offices, not less than weekly;

     (k) upon completion of the docketing process for all claims
         received to date, turn over to the Clerk copies of the
         claims registers for review;

     (l) monitor the court's docket for all notices of appearance,

         address changes, claims-related pleadings and orders
         filed and make necessary notations on or changes to the
         claims register;

     (m) identify and correct any incomplete or incorrect
         addresses in any mailing or service lists;

     (n) assist in the dissemination of information to the public
         and respond to requests for administrative information
         regarding the cases as directed by the Debtors or the
         court;

     (o) if one or both of the cases are converted to Chapter 7,
         contact the Clerk's office within three days of the
         notice to KCC of entry of the order converting the cases;

     (p) thirty days prior to the close of either of the cases,
         request that the Debtor submit to the court a proposed
         order dismissing KCC and terminating its services upon
         completion of its duties and upon the closing of the
         case;

     (q) within seven days of notice to KCC of entry of an order
         closing the cases, provide to the court the final version
         of the claims register as of the date immediately before
         the close of the case; and

     (r) at the close of either or both of the cases, box and
         transport all original documents, in proper format, as
         provided by the Clerk's office, to (i) the Federal
         Archives Record Administration located at 4712 Southpark
         Blvd., Ellenwood, GA 30294, Central Plains Region, or
        (ii) any other location requested by the Clerk's office.

Prior to their bankruptcy filing, the Debtors provided KCC with a
retainer in the amount of $10,000, which the firm may hold as
security for the Debtors' payment obligations.  The firm will also
be entitled to indemnification, according to court filings.

Evan Gershbein, senior vice-president of KCC, 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:

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

                    About Bear Metallurgical

Bear Metallurgical Co. and Gulf Chemical & Metallurgical Corp.
filed chapter 11 petitions (Bankr. W. D. Pa. Lead Case No.
16-22192) on June 14, 2016.

The petitions were signed by Eric Caridroit, chief executive
officer.  The cases are assigned to Judge Jeffery A. Deller.

At the time of the filing, Bear Metallurgical estimated assets and
debts to be between $1 million and $10 million.  Gulf Chemical
estimated assets and debts to be between $100 million and $500
million.


BEAR METALLURGICAL: Taps McDonald Hopkins as Legal Counsel
----------------------------------------------------------
Bear Metallurgical Co. and Gulf Chemical & Metallurgical Corp. seek
approval from the U.S. Bankruptcy Court for the Western District of
Pennsylvania to hire McDonald Hopkins LLC as their bankruptcy
counsel.

The Debtors tapped the firm to:

     (a) give advice about their duties as debtors-in-possession;

     (b) monitor the Debtors' Chapter 11 cases;

     (c) execute the Debtors' decisions by filing legal papers
         with the court;

     (d) appear before the court; and

     (e) assist the Debtors in the administration of their cases.

The current hourly rates charged by McDonald Hopkins for
professionals and paraprofessionals are:

     Members        $365 - $750
     Of Counsel     $310 - $725
     Associates     $210 - $410
     Paralegals     $180 - $275
     Law Clerks      $40 - $150

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

Sean Malloy, Esq., at McDonald Hopkins, 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:

     Sean D. Malloy
     McDonald Hopkins LLC
     600 Superior Ave., East, Suite 2100
     Cleveland, Ohio 44114
     Phone: 216-348-5400

                    About Bear Metallurgical

Bear Metallurgical Co. and Gulf Chemical & Metallurgical Corp.
filed chapter 11 petitions (Bankr. W. D. Pa. Lead Case No.
16-22192) on June 14, 2016.

The petitions were signed by Eric Caridroit, chief executive
officer.  The cases are assigned to Judge Jeffery A. Deller.

At the time of the filing, Bear Metallurgical estimated assets and
debts to be between $1 million and $10 million.  Gulf Chemical
estimated assets and debts to be between $100 million and $500
million.


BEAR METALLURGICAL: Taps Stoneleigh Group as Financial Advisor
--------------------------------------------------------------
Bear Metallurgical Co. and Gulf Chemical & Metallurgical Corp. seek
approval from the U.S. Bankruptcy Court for the Western District of
Pennsylvania to hire Stoneleigh Group Holdings, LLC as their
financial advisor.

The Debtors tapped the firm to:

     (a) provide various financial analysis assistance;

     (b) assist in cash management and working capital improvement

         activities;

     (c) assist in navigating the court process while supporting
         the chief executive officer and leadership team with
         financial and operational analysis.

The Debtors will pay Stoneleigh based on a discounted daily rate
fixed fee structure and will reimburse the firm for work-related
expenses.  The daily fees vary based on the experience and position
of the individual:

     Role                 Daily Rate   Discounted Rate
     ----                 ----------   ---------------
     Managing Principal     $5,000         $4,000
     Principal              $4,250         $3,500
     Senior Director        $3,500         $2,850
     Director               $3,000         $2,500
     Senior Associate       $2,750         $2,250
     Associate              $1,750         $1,400

Kevin Willis, a managing principal at Stoneleigh, disclosed in a
court filing that the firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.

Stoneleigh can be reached through:

     Kevin Willis
     Stoneleigh Group Holdings, LLC
     215 N. Arlington Heights Road, Suite 102
     Arlington Heights, IL 60004

                    About Bear Metallurgical

Bear Metallurgical Co. and Gulf Chemical & Metallurgical Corp.
filed chapter 11 petitions (Bankr. W. D. Pa. Lead Case No.
16-22192) on June 14, 2016.

The petitions were signed by Eric Caridroit, chief executive
officer.  The cases are assigned to Judge Jeffery A. Deller.

At the time of the filing, Bear Metallurgical estimated assets and
debts to be between $1 million and $10 million.  Gulf Chemical
estimated assets and debts to be between $100 million and $500
million.


BELK INC: Bank Debt Trades at 18% Off
-------------------------------------
Participations in a syndicated loan under which BELK, Inc is a
borrower traded in the secondary market at 82.38
cents-on-the-dollar during the week ended Friday, June 10, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.46 percentage points from the
previous week.  BELK, Inc pays 450 basis points above LIBOR to
borrow under the $1.5 billion facility. The bank loan matures on
Nov. 19, 2022 and carries Moody's B2 rating and Standard & Poor's
B+ rating.  The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended June 10.


BENCH AND BAR: Seeks to Hire Nathan Borris as Attorney
------------------------------------------------------
Bench and Bar Inc. seeks approval from the U.S. Bankruptcy Court
for the Northern District of California to hire Nathan Borris as
its attorney.

The legal services to be provided by Mr. Borris include:

     (a) filing of schedules and statement of financial affairs;

     (b) educating Bench and Bar with regards to its obligations
         as a debtor-in possession;

     (c) reviewing all loan documents and leases executed by the
         Debtor;

     (d) attending all meetings required by the court and informal

         meetings with creditors;

     (e) taking necessary legal actions to preserve assets of the
         bankruptcy estate;

     (f) preparing legal papers;

     (g) preparing disclosure statement, reorganization plan and
         ballots necessary to get confirmation of such plan;

     (h) representing the Debtor with respect to post-petition
         financing;

     (i) appearances before the court; and

     (j) performing other necessary legal services with respect to

         the Debtor's continued business operation prior to
         confirmation of its plan, eventual liquidation of the
         bankruptcy estate and payment to unsecured creditors.

Mr. Borris will be paid $250 per hour for his services.  Prior to
the Debtor's bankruptcy filing, he received payment in the amount
of $5,717, of which $1,717 was used to pay the filing fee.  The
remaining $4,000 will be used as retainer for his legal fees.

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

Mr. Borris' contact information is:

     Nathan D. Borris, Esq.
     The Law Office of Nathan D. Borris, Esq.
     1380 A Street
     Hayward, CA 94541
     Tel: (510) 581-7113
     Fax: (510) 581-7112
     E-mail: nateborris@gmail.com

                       About Bench and Bar

Bench and Bar Inc. is a bar and night club whose assets are
primarily furniture, barware, sound equipment, liquor license,
business bank accounts and beverage inventory.  The Debtor sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Cal. Case No. 16-41611) on June 11, 2016.


BON-TON STORES: Nine Directors Elected at Annual Meeting
--------------------------------------------------------
On June 14, 2016, The Bon-Ton Stores, Inc., held its annual meeting
of shareholders at which the shareholders:

    (1) elected Kathryn Bufano, Michael L. Gleim, Tim Grumbacher,
        Todd C. McCarty, Daniel T. Motulsky, Paul E. Rigby,
        Jeffrey B. Sherman, Steven B. Silverstein and Debra K.     

        Simon as directors to hold office until the 2017 Annual
        Meeting and until their respective successors have been
        elected;

    (2) approved, on an advisory basis, the compensation of the
        named executive officers of the Company; and

    (3) ratified the appointment of KPMG LLP as the Company's
        independent registered public accounting firm for the year

        ending Jan. 28, 2017.

                    About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 270 stores, which
includes nine furniture galleries and four clearance centers, in
26 states in the Northeast, Midwest and upper Great Plains under
the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman,
Herberger's and Younkers nameplates.  The stores offer a broad
assortment of national and private brand fashion apparel and
accessories for women, men and children, as well as cosmetics and
home furnishings.  For further information, please visit the
investor relations section of the Company's Web site at
http://investors.bonton.com.    

Bon-Ton Stores reported a net loss of $57.05 million on $2.71
billion of net sales for the fiscal year ended Jan. 30, 2016,
compared to a net loss of $6.97 million on $2.75 billion of net
sales for the fiscal year ended Jan. 31, 2015.

As of April 30, 2016, Bon-Ton had $1.51 billion in total assets,
$1.51 billion in total liabilities, and a $1.25 million total
shareholders' deficit.

                           *     *     *

As reported in the TCR on Dec. 4, 2015, Moody's Investors Service
downgraded Bon-Ton Stores's Corporate Family Rating to Caa1 from
B3.  The company's Speculative Grade Liquidity rating was affirmed
at SGL-2.  The rating outlook is stable.  The downgrade considers
the continuing and persistent negative pressure on Bon-Ton's
revenue and EBITDA margins which has been accelerating during the
course of fiscal 2015.

Standard & Poor's Ratings Services in December 2015 lowered its
corporate credit rating Bon-Ton Stores to 'CCC+' from 'B-'.
The outlook is negative.  S&P said the downgrade reflects both
Bon-Ton's weakening performance and our forecast for an
unsustainable capital structure and "less than adequate" liquidity.


BON-TON STORES: Terminates Shares Offering Under Retirement Plan
----------------------------------------------------------------
The Bon-Ton Stores, Inc., filed with the Securities and Exchange
Commission post-effective amendments to the following Registration
Statements on Form S-8:

   * Registration Statement No. 33-43105, registering 150,000
     shares of the Registrant's common stock, par value $0.01 per
     share, under The Bon-Ton Stores, Inc. Retirement Contribution

     Plan, as amended from time to time;

   * Registration Statement No. 333-36725, registering 300,000
     shares of Common Stock under the Plan;

   * Registration Statement No. 333-65120, registering 900,000
     shares of Common Stock under the Plan;

   * Registration Statement No. 333-169063, registering 500,000
     shares of Common Stock under the Plan; and

   * Registration Statement No. 333-178338, registering 2,000,000
     shares of Common Stock under the Plan.

The Registration Statements also registered an indeterminate amount
of interests to be offered or sold pursuant to the Plan.

The Plan no longer offers Common Stock as an investment option.
Accordingly, Bon-Ton Stores terminates the effectiveness of the
Registration Statements and, pursuant to the undertakings contained
in the Registration Statements to remove from registration by means
of a post-effective amendment any of the securities that had been
registered for issuance but remain unsold at the termination of the
offering, the Company removes from registration any remaining
shares of Common Stock and all plan interests that were registered
for issuance pursuant to the Registration Statements and that
remain unsold as of June 16, 2016.  The Registration Statements
were amended, as appropriate, to reflect the deregistration of such
Common Stock and Plan interests.

                       About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 270 stores, which
includes nine furniture galleries and four clearance centers, in
26 states in the Northeast, Midwest and upper Great Plains under
the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman,
Herberger's and Younkers nameplates.  The stores offer a broad
assortment of national and private brand fashion apparel and
accessories for women, men and children, as well as cosmetics and
home furnishings.  For further information, please visit the
investor relations section of the Company's Web site at
http://investors.bonton.com.    

Bon-Ton Stores reported a net loss of $57.05 million on $2.71
billion of net sales for the fiscal year ended Jan. 30, 2016,
compared to a net loss of $6.97 million on $2.75 billion of net
sales for the fiscal year ended Jan. 31, 2015.

As of April 30, 2016, Bon-Ton had $1.51 billion in total assets,
$1.51 billion in total liabilities, and a $1.25 million total
shareholders' deficit.

                           *     *     *

As reported in the TCR on Dec. 4, 2015, Moody's Investors Service
downgraded Bon-Ton Stores's Corporate Family Rating to Caa1 from
B3. The company's Speculative Grade Liquidity rating was affirmed
at SGL-2.  The rating outlook is stable.  The downgrade considers
the continuing and persistent negative pressure on Bon-Ton's
revenue and EBITDA margins which has been accelerating during the
course of fiscal 2015.

Standard & Poor's Ratings Services in December 2015 lowered its
corporate credit rating Bon-Ton Stores to 'CCC+' from 'B-'.
The outlook is negative.  S&P said the downgrade reflects both
Bon-Ton's weakening performance and our forecast for an
unsustainable capital structure and "less than adequate" liquidity.


BONANZA CREEK: Marvin Chronister Quits as Directors
---------------------------------------------------
Marvin M. Chronister submitted his resignation to the Board of
Directors of Bonanza Creek Energy, Inc. on June 16, 2016, according
to a regulatory filing with the Securities and Exchange Commission.
Mr. Chronister has been a director of the Company since March
2011.

Mr. Chronister resigned as a Class III Director of the Company and
as a member of the Audit Committee, the Nominating and Corporate
Governance Committee, the Environmental, Health, Safety and
Regulatory Compliance Committee and the Reserves Committee of the
Board effective immediately.  Mr. Chronister's resignation was not
the result of any disagreement with the Company on any matter
relating to the Company's operations, policies or practices.

As a result of Mr. Chronister's resignation, the size of the Board
has been reduced from six to five directors.

In connection with Mr. Chronister's resignation, the Company and
Mr. Chronister entered into a separation and release agreement,
effective as of June 16, 2016.  Pursuant to the Separation
Agreement, (i) the Company will pay Mr. Chronister $180,000
(representing the base $90,000 annual retainer that Mr. Chronister
would have received had he continued as a director of the Company
for the two years remaining in his current term), (ii) all unvested
restricted stock of the Company held by Mr. Chronister will vest
immediately and (iii) Mr. Chronister agreed to certain releases and
waivers.  In addition, Mr. Chronister and the Company are subject
to certain mutual non-disparagement obligations pursuant to the
terms of the Separation Agreement.

                        About Bonanza Creek

Bonanza Creek is an independent energy company engaged in the
acquisition, exploration, development and production of onshore oil
and associated liquids-rich natural gas in the United States.
Bonanza Creek Energy, Inc. was incorporated in Delaware on Dec. 2,
2010, and went public in December 2011.

Bonanza Creek reported a net loss of $745.54 million on $292.67
million of oil and gas sales for the year ended Dec. 31, 2015,
compared to net income of $20.28 million on $558.63 million of oil
and gas sales for the year ended Dec. 31, 2014.

As of March 31, 2016, Bonanza had $1.42 billion in total assets,
$1.25 billion in total liabilities and $165 million in total
stockholders' equity.

                            *    *    *

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 company Bonanza Creek Energy Inc. to
'CCC' from 'B-'.  The outlook is negative.

Bonanza Creek carries a B2 corporate family rating from Moody's
Investors Service.


CABLEVISION SYSTEMS: Moody's Cuts Corporate Family Rating B1
------------------------------------------------------------
Moody's Investors Services  has downgraded the Corporate Family
Rating of Cablevision Systems Corporation two notches to B1 from
Ba2 following final regulatory approval for the acquisition of a
majority equity interest in Cablevision by an affiliate of Altice
N.V. ("Altice"). The transaction was approved by the NY State
Public Utility Commission (PUC) on June 15, following approvals in
May from the US Federal Communications Commission, US Department of
Justice and New Jersey Public Utilities Commission. This rating
action concludes the review for downgrade initiated on September
17, 2015.

The transaction to acquire Cablevision was announced on September
17, 2015 and valued Cablevision at $17.7 billion, or approximately
9x EBITDA. Moody's has downgraded CSC Holdings, LLC's ("CSC
Holdings", a subsidiary of Cablevision) secured credit facility
rating one notch to Ba1, unsecured rating three notches to B2, and
the unsecured rating at Cablevision Systems Corporation two notches
to B3.

In September of 2015, Altice issued approximately $8.6 billion of
new debt through a financing escrow entity called Neptune Finco
Corporation ("Neptune"). Neptune issued $4.8 billion of senior
secured debt and $3.8 billion of unsecured debt which Moody's rated
Ba1 and B2 respectively. At close the two classes of Neptune debt
will be merged with and into CSC Holdings and rank pari passu with
the similarly rated existing debt of CSC Holdings. Also at close,
Neptune's B1 CFR and B1-PD PDR will be withdrawn.

Cablevision's speculative-grade liquidity ("SGL") rating is
affirmed at SGL-2 reflecting its good liquidity. The outlook is
stable.

Downgrades:

Issuer: Cablevision Systems Corporation

-- Corporate Family Rating, Downgraded to B1 from Ba2

-- Probability of Default Rating, Downgraded to B1-PD from
    Ba2-PD

-- Senior Unsecured Regular Bond/Debenture, Downgraded to
    B3 (LGD6) from B1 (LGD5)

Affirmations:

Issuer: Cablevision Systems Corporation

-- Speculative Grade Liquidity Rating, Affirmed SGL-2

Outlook Actions:

Issuer: Cablevision Systems Corporation

-- Outlook, Changed To Stable From Rating Under Review

-- Issuer: CSC Holdings, LLC

Downgrades:

-- Senior Secured Bank Credit Facilities, Downgraded to Ba1
    (LGD2) from Baa3 (LGD2) (Ratings to be withdrawn)

-- Senior Unsecured Regular Bond/Debenture, Downgraded to B2
    (LGD4) from Ba2 (LGD4)

Outlook Actions:

Issuer: CSC Holdings, LLC

-- Outlook, Changed To Stable From Rating Under Review

Affirmations:

Issuer: Neptune Finco Corp.

-- Senior Secured Bank Credit Facilities, Affirmed Ba1 (LGD2)

-- Senior Unsecured Gtd. Regular Bond/Debenture, Affirmed Ba1
    (LGD2)

-- Senior Unsecured Regular Bond/Debenture, Affirmed B2 (LGD4)

Ratings to be Withdrawn

-- Probability of Default Rating, B1-PD

-- Corporate Family Rating, B1

Outlook Actions:

Issuer: Neptune Finco Corp.

-- Outlook, Remains Stable

RATINGS RATIONALE

CCablevision's B1 CFR reflects its high leverage, parent company's
aggressive financial policy, and significant business risk inherent
in Altice's cost cutting strategy. Pro forma for the transaction
and excluding any proposed synergies, Cablevision's leverage will
be approximately 8x (debt-to-EBITDA, Moody's adjusted), which is
very high relative to the B1 rating and amplifies risk for a
company in a capital intensive, competitive industry. Management
has proposed $450 million of annual run-rate cost savings, which
Moody's expects to occur over an 18-24 month timeline. Pro forma
for these savings, leverage would be in the mid 6x (Moody's
adjusted) range. We believe that Altice will quickly reduce costs
and realize meaningful savings which will result in falling
leverage. However, if the cost cuts drive too fast a pace of
organizational change and headcount reduction, this could result in
disruptions to Cablevision's service quality and lead to market
share erosion. This business risk, combined with the elevated
financial risk from the debt raised to fund the transaction are
reflected in the B1 corporate family rating.

Offsetting these limiting factors are Cablevision's strong market
position with a quality base of network assets and favorable
demographics within its footprint. Moody's expects leverage to fall
to around 6x (Moody's adjusted) by the end of 2018 from around 8x
(Moody's adjusted) at inception. Moody's projects free cash flow as
a percentage of debt to remain in the low single digit range over
this time frame, primarily as a result of the increasing interest
expense offsetting a reduction in capital intensity and elimination
of dividends. Cablevision competes head to head with Verizon's FiOS
service in about half of its urban footprint. Moody's views FiOS as
a competitive product offer and expects Verizon to gain market
share if Cablevision stumbles operationally. However, Cablevision's
industry leading market share reflects solid operating performance,
despite weak overall industry video subscriber trends. Moody's
expects broadband and small business segment results to remain
strong and Cablevision to retain its current market share
position.

The stable outlook is based upon Moody's expectation that leverage
will decline towards 6x over the next 18-24 months. The outlook
also reflects Moody's view that Cablevision will continue to
generate positive free cash flow and maintain good liquidity.
Moody's would consider an upgrade if leverage fell below 5x
(Moody's adjusted) and free cash flow as a percentage of debt was
above 5%, both on a sustained basis. Additionally, an upgrade would
be dependent upon Cablevision maintaining or improving its market
share and liquidity. Moody's would consider a downgrade if leverage
is not on track to fall below 6x (Moody's adjusted) by year end
2018, liquidity were to become constrained, or market share
materially erodes.

Headquartered in Bethpage, New York, Cablevision Systems
Corporation (Cablevision) serves approximately 2.6 million video
customers, 2.8 million high speed data customers, and 2.2 million
voice customers in and around the New York metropolitan area.
Cablevision is the direct parent of CSC Holdings, LLC (CSC), which
also owns Newsday LLC, the publisher of Newsday and other niche
publications. Revenue for LTM March 31, 2016 was approximately $6.5
billion. Following the formal close of the purchase, Altice N.V
will own a 70% equity interest in Cablevision.


CAESARS ENTERTAINMENT: Judge Approves Stay of Guarantee Actions
---------------------------------------------------------------
In a regulatory filing with the Securities and Exchange Commission,
Judge Benjamin Goldgar approved on June 15, 2016, the request by
the debtors in the Chapter 11 bankruptcy proceedings of Caesars
Entertainment Operating Company, Inc. to stay the parent guarantee
actions being pursued against parent Caesars Entertainment
Corporation through Aug. 29, 2016.  Spokespersons for Caesars
indicate that: "We are pleased that Judge Goldgar's ruling
temporarily removes the threat of pending guarantee litigation
against Caesars Entertainment Corp., so that we can focus our
energies on resolving this case.  We are committed to working
closely with the creditor groups to gain their support for a
restructuring agreement that provides the greatest recoveries to
creditors and positions the business to continue to operate and
grow substantially."

                   About Caesars Entertainment

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

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

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

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

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

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

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

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


CASCADES INC: S&P Raises CCR to 'BB-', Outlook Stable
-----------------------------------------------------
S&P Global Ratings said it raised its long-term corporate credit
rating on Kingsey Falls, Que.-based Cascades Inc. to 'BB-' from
'B+'.  The outlook is stable.

At the same time, S&P Global Ratings raised its issue-level rating
on the company's senior secured bank loan to 'BB+' from 'BB' and
its senior unsecured notes to 'BB-' from 'B+'.  The recovery
ratings of '1' and '4', respectively, are unchanged.

S&P Global Ratings also revised its financial risk profile on the
company to aggressive from highly leveraged, which primarily
reflects its expectation for Cascades to apply most of its free
cash flow toward debt reduction over the next two years.

"The upgrade reflects our expectation that Cascades' credit
measures will continue to improve over the next 12 months as the
company deploys free cash flow toward debt repayment," said S&P
Global Ratings credit analyst Alessio Di Francesco.

Adjusted EBITDA increased by more than 25% in 2015 contributing to
an improvement in our leverage and cash flow ratios.  S&P believes
this improvement was primarily due to the depreciation of the
Canadian dollar against the U.S. dollar, lower raw material costs
from slower demand in China, and stable demand for packaging and
tissue products in North America.  S&P expects market conditions to
remain generally favorable through 2016, with modest consolidated
EBITDA growth led by the company's tissue products segment.

The aggressive financial risk profile reflects S&P's base-case
expectation that adjusted debt-to-EBITDA should be at or below 4x
in the next couple of years.  It also incorporates S&P's view that
Cascades' credit measures are highly volatile due in part to the
company's earnings and cash flow sensitivity to fluctuating selling
prices, input costs, and foreign currency rates.

S&P's weak business risk profile reflects its assessment of
Cascades' packaging products segment as classified within the
containers and packaging industry, and the tissue papers segment as
classified within the branded nondurables industry.  The business
risk profile also incorporates S&P's view that the company's
earnings are more volatile than other containers and packaging
companies.  That said, profitability has improved considerably over
the past few years and S&P considers Cascades' business risk
profile at the stronger end of the assessment.

The packaging products segment accounts for about 70% of
consolidated revenue and includes Cascades' containerboard,
European boxboard, specialty papers, recycling and recovery,
industrial packaging, and consumer packaging operations.  The
tissue paper segment accounts for about 30% of consolidated revenue
and is split between the retail and away-from-home markets, which
S&P believes benefit from stable demand driven primarily by
population growth.

The stable outlook reflects expectation that Cascades sustain
adjusted debt-to-EBITDA at or below 4x over the next couple of
years and that its liquidity remain strong.

S&P could lower its ratings on the company over the next 12 months
if S&P expects adjusted debt-to-EBITDA to be sustained above 4.5x
or if liquidity deteriorates.  This could occur if EBITDA and cash
flow generation come under pressure from increased input costs or
lower selling prices.  Leverage could also increase above S&P's
threshold if Cascades raises debt to fund capital expenditures or
acquisitions.

Although unlikely over the next 12 months, S&P could raise its
ratings on the company if it expects Cascades to sustain adjusted
debt-to-EBITDA below 3.5x and for profitability to improve.  This
could occur if an improved cost profile results in greater free
cash flow generation and debt reduction than S&P had expected.


CCH JOHN EAGAN: Wants Plan Filing Period Extended to July 15
------------------------------------------------------------
CCH John Eagan II Homes, L.P., asks the U.S. Bankruptcy Court for
the Southern District of Florida to extend for 120 days the
exclusivity period and the deadline to file a plan and disclosure
statement to July 15, 2016, and for 180 days the solicitation
period to Sept. 13, 2016.

The Debtor recently entered into a settlement wherein the Debtor
would be required to file a plan and disclosure statement by July
15, 2016.

The Debtor submits that cause exists to grant the extensions.  The
Court has already ordered that the Debtor would have 30 days
following a ruling on the motion to file a plan and disclosure
statement.  The July 15, 2016 deadline that the Debtor is
requesting will arrive more than 30 days before a court order is
entered on the pending motion to approve the stipulation.

The Debtor's counsel can be reached at:

      Howard D. DuBosar, Esq.
      Robert C. Sheres, Esq.
      DuBosar Sheres, P.A.
      1800 N. Military Trail, Suite 470
      Boca Raton, FL 33431
      Tel: (561) 544-8980
      E-mail: RSheres@dubolaw.com
              HDuBosar@dubolaw.com

                      About CCH John Eagan
     
Headquartered in Palm Beach Gardens, Florida, CCH John Eagan II
Homes, L.P., owns and operates a 180 unit multifamily apartment
complex in Atlanta, Georgia commonly known as Magnolia Park
Apartments Phase II.  It filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 15-31082) on Dec. 1, 2015, and is Eric A
Rosen, Esq., at Fowler White Burnett, P.A.  At the time of the
filing, the Debtor estimated its assets at between $1 million and
$10 million and liabilities at between $10 million and $50
million.

Judge Erik P. Kimball presides over the case.

The petition was signed by Yashpal Kakkar, managing member, CCH
John Eagan II Partners, LLC, GP.


CEC ENTERTAINMENT: Bank Debt Trades at 3% Off
---------------------------------------------
Participations in a syndicated loan under which CEC Entertainment
Inc. is a borrower traded in the secondary market at 97.58
cents-on-the-dollar during the week ended Friday, June 10, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.21 percentage points from the
previous week.  CEC Entertainment pays 350 basis points above LIBOR
to borrow under the $0.725 billion facility. The bank loan matures
on Feb. 18, 2021 and carries Moody's B2 rating and Standard &
Poor's B rating.  The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended June 10.


CHAPARRAL ENERGY: Company Presentation and Projections Filed
------------------------------------------------------------
Chaparral Energy, Inc. -- in connection with discussions with
certain holders of the Company's senior notes and certain lenders
under its credit facility and their respective financial and legal
advisers regarding a potential refinancing or restructuring of the
Company's debt -- filed with the Securities and Exchange Commission
material non-public information provided to the Noteholders and the
Lenders in connection with those discussions.  A copy of the
Discussion Materials is available at https://is.gd/m9lC0B

                    About Chaparral Energy

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

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

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

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

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


CLIFFS NATURAL: Plans to Sell $300 Million Common Shares
--------------------------------------------------------
Cliffs Natural Resources Inc. filed with the Securities and
Exchange Commission a Form S-1 registration statement relating to
the sale of an undetermined amount of common shares with a proposed
maximum aggregate offering price of $300 million.  The Company's
common shares trade on the New York Stock Exchange under the symbol
"CLF."  On June 15, 2016, the last sale price of the common shares
as reported on the New York Stock Exchange was $4.95 per share.  A
full-text copy of the preliminary prospectus is available for free
at https://is.gd/qOjwHR

                  About Cliffs Natural Resources

Cliffs Natural Resources Inc. --
http://www.cliffsnaturalresources.com/-- is a mining and natural
resources company.  The Company is a major supplier of iron ore
pellets to the U.S. steel industry from its mines and pellet plants
located in Michigan and Minnesota.  Cliffs also produces
low-volatile metallurgical coal in the U.S. from its mines located
in West Virginia and Alabama.  Additionally, Cliffs operates an
iron ore mining complex in Western Australia and owns two
non-operating iron ore mines in Eastern Canada.  Driven by the core
values of social, environmental and capital stewardship, Cliffs'
employees endeavor to provide all stakeholders operating and
financial transparency.

On Jan. 27, 2015, Bloom Lake General Partner Limited and certain of
its affiliates, including Cliffs Quebec Iron Mining ULC commenced
restructuring proceedings in Montreal, Quebec, under the Companies'
Creditors Arrangement Act (Canada).  The initial CCAA order will
address the Bloom Lake Group's immediate liquidity issues and
permit the Bloom Lake Group to preserve and protect its assets for
the benefit of all stakeholders while restructuring and sale
options are explored.

Cliffs Natural reported a net loss attributable to Cliffs common
shareholders of $788 million on $2.01 billion of revenues for the
year ended Dec. 31, 2015, compared to a net loss attributable to
Cliffs common shareholders of $7.27 billion on $3.37 billion of
revenues for the year ended Dec. 31, 2014.

As of March 31, 2016, Cliffs Natural had $1.88 billion in total
assets, $3.58 billion in total liabilities and a total deficit of
$1.69 billion.

                          *    *     *

As reported by the TCR on April 19, 2016, Standard & Poor's Ratings
Services said it raised its corporate credit rating on
Cleveland-based Cliffs Natural Resources Inc. to 'CCC+' from 'SD'.

Cliffs Natural carries a 'Ca' corporate family rating from Moody's
Investors Service.


COMBIMATRIX CORP: Perkins Capital Reports 4% Stake as of May 31
---------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Perkins Capital Managment, Inc. disclosed that as of
May 31, 2016, it beneficially owns 35,851 shares of common stock of
CombiMatrix Corporation representing 4 percent of the shares
outstanding.  A copy of the regulatory filing is available for free
at https://is.gd/eyjswE

                       About Combimatrix

Combimatrix specializes in pre-implantation genetic screening,
miscarriage analysis, prenatal and pediatric healthcare, offering
DNA-based testing for the detection of genetic abnormalities beyond
what can be identified through traditional methodologies.  Its
clinical lab and corporate offices are located in Irvine,
California.

Combimatrix reported a net loss of $6.60 million in 2015 compared
to a net loss of $8.70 million in 2014.  As of March 31, 2016,
Combimatrix had $11.20 million in total assets, $2.52 million in
total liabilities and $8.68 million in total stockholders' equity.

Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has limited
working capital and a history of incurring net losses and net
operating cash flow deficits.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.


COSTA DORADA APARTMENTS: Taps Hilco Real Estate as Broker
---------------------------------------------------------
Costa Dorada Apartments Corp. seeks approval from the U.S.
Bankruptcy Court for the District of Puerto Rico to hire Hilco Real
Estate Auctions LLC as its broker.

The Debtor tapped the firm to market and conduct a sale of its real
property located at 900 Calle Emilio Gonzalez, Isabella, Puerto
Rico.

Hilco Real Estate will receive a commission, which 6% of the gross
sale price in the event of a sale procured by the firm.     

Jeffrey Azuse of Hilco Real Estate disclosed in a court filing that
he is a "disinterested person" as defined in section 101(14) of the
Bankruptcy Code.  

The firm can be reached through:

     Jeffrey Azuse
     Hilco Real Estate Auctions LLC
     5 Revere Drive Suite 206
     Northbrook, IL 60062
     Tel: (847) 418-2703
          (847) 418-2725
  
The Debtor can be reached through its counsel:

     Jaime Rodriguez Rodriquez, Esq.
     Rodriguez & Asociados, Abogados, CSP
     Po Box 2477
     Vega Baja, PR 00694
     Tel: 787 858-5324
     Fax: 7878585324
     Email: lcdojaimerodriguez@yahoo.com

                 About Costa Dorada Apartments

Costa Dorada Apartments Corp. is based in Isabela, Puerto Rico.
Costa Dorada filed a chapter 11 petition (Bankr. D. P.R. Case No.
15-04474) on June 12, 2015, and is represented by Jaime Rodriguez
Rodriquez, Esq., at Rodriguez & Asociados, Abogados, CSP, in Vega
Baja, Puerto Rico.

At the time of the filing, the Debtor estimated assets and debts to
be between $1 million to $10 million.


CUSTOM ECOLOGY: S&P Lowers Rating to CCC+ on Covenant Violation
---------------------------------------------------------------
S&P Global Ratings said that it has downgraded Custom Ecology Inc.
to 'CCC+' from 'B-' and placed all of its ratings on the company on
CreditWatch with negative implications.

At the same time, S&P lowered its issue-level ratings on the
company's senior unsecured facility to 'CCC+' from 'B-'.  The '3'
recovery rating remains unchanged, indicating S&P's expectation for
meaningful (50%-70%; lower end of the range) recovery in the event
of a payment default.

"We downgraded Custom Ecology and placed our ratings on the company
on CreditWatch negative because it did not meet the financial
performance covenants associated with its senior secured facility,"
said S&P Global credit analyst Daniel Lee.  "Because of this, the
company is unable to draw on its $20 million revolving credit
facility until it amends the covenant."  Additionally, S&P has
revised its assessment of the company's liquidity position to less
than adequate from adequate and S&P's assessment of its management
and governance to negative from fair because of the restrictions on
its revolving credit facility, its management turnover, and its
general risk management standards and controls.

The CreditWatch negative placement reflects that S&P may take
further rating actions on Custom Ecology over the next 90 days as
it attempts to secure an amendment or waiver from its lenders.  S&P
will remove its ratings on the company from CreditWatch after the
issues with its financial performance covenant are resolved.

If Custom Ecology is unable to obtain an amendment or waiver from
its lenders or the negotiations result in ongoing tight covenant
compliance and an aggressive schedule of step-downs, S&P could
lower its ratings on the company.  If the company is able to secure
an amendment or waiver with favorable terms that provides it with
sufficient cushion under its covenants over the next 12-18 months
and improved liquidity (with close to full availability under its
revolving credit facility)--and S&P expects that it will face
stable operating trends over the next few quarters-- S&P could
affirm its ratings on the company.

S&P will continue to monitor developments related to the amendment
or waiver and plan to resolve the CreditWatch negative placement
upon receipt of relevant information.


CYTORI THERAPEUTICS: Closes Rights Offering for $17M Proceeds
-------------------------------------------------------------
Cytori Therapeutics, Inc., closed its rights offering to subscribe
for units at a subscription price of $2.55 per unit.

Pursuant to the Rights Offering, Cytori sold an aggregate of
6,704,852 units consisting of a total of 6,704,852 shares of common
stock and 3,352,306 warrants, with each warrant exercisable for one
share of common stock at an exercise price of $3.06 per share,
resulting in total gross proceeds to Cytori of $17.1 million.  The
warrants issued pursuant to the Rights Offering have commenced
trading on The Nasdaq Stock Market under the symbol "CYTXW" (CUSIP
Number 23283K121).

Maxim Group LLC acted as dealer-manager for the Rights Offering.

If you have questions about the offering, please contact Broadridge
Corporate Issuer Solutions, Inc., Cytori's information agent for
the Rights 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.

Cytori's registration statement on Form S-1 was declared effective
by the U.S. Securities and Exchange Commission on May 26, 2016. The
prospectus, the prospectus supplement no. 1 thereto dated
May 31, 2016, the prospectus supplement no. 2 thereto dated June 6,
2016 and the prospectus supplement no. 3 thereto dated June 13,
2016, and all of Cytori's SEC filings may be found in the Investor
Relations section of Cytori's website at www.ir.cytori.com.

                         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.


DISPOSAL TEJAS: Seeks Approval to Hire Billy Boone to Sell Assets
-----------------------------------------------------------------
Disposal Tejas, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Texas to hire asset consultants.

The Debtor proposes to hire Billy Boone, Esq., a licensed attorney
in Texas, and his assistant, Jet Ellis, to look for a potential
buyer of a 2012 lease through which it operates a salt water
disposal well in Crockett County, Texas.

Both consultants will also assist in auctioning off the Debtor's
assets and advise the Debtor concerning the assignment of the lease
to the buyer.  They will be paid 10% of the sale price as
compensation for their services.

In court filings, Messrs. Boone and Ellis disclosed that they do
not have any connection with the Debtors or any of their creditors.


                       About Disposal Tejas

Disposal Tejas, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N. D. Texas Case No. 16-60064) on June 6,
2016.  

The petition was signed by Francisco J. McGee, manager.  The
case is assigned to Judge Robert L. Jones.

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


DORAL DENTAL: Wants Exclusivity Period Extended to Oct. 17
----------------------------------------------------------
Doral Dental, P.A., asks the U.S. Bankruptcy Court for the Southern
District of Florida to extend the exclusivity period and the time
to assume or reject leases to Oct. 17, 2016.  The Debtor says it
needs more time to negotiate with creditors for a consensual plan
and disclosure and lease assumption.

Under the Bankruptcy Code Section 365(d)(4), the Debtors have 120
days (or another 90 days, up to 210 days, with the Court's
permission) to determine whether to assume or reject leases.  The
120 days to assume or reject runs out on July 19, 2016, and 210
days would expire on Oct. 17, 2016.

Claims bar date is July 25, 2016.  

Joel M. Aresty, Esq., the Debtor's bankruptcy counsel, has a
planned family vacation scheduled for July 4-25 which will require
travel.  The Debtor says that it is logical to defer filing a plan
until after the claims bar date, which is July 25, 2016.

The Debtor's bankruptcy counsel can be reached at:

      JOEL M. ARESTY, P.A.
      309 1ST Ave S
      Tierra Verde, FL 33715
      Tel: (305) 899-9876
      Fax: (305) 723-7893
      E-mail: Aresty@Mac.com
      Website: http://www.Joelaresty.com

Doral Dental, PA, filed a Chapter 11 Petition (Bankr. S.D. Fla.,
Case No. 16-13927)  on March 21, 2016.  The Debtor is represented
by Joel M. Aresty, Esq.


DRAW ANOTHER CIRCLE: Files Voluntary Ch. 11 Bankruptcy Petition
---------------------------------------------------------------
Draw Another Circle (the "Company"), the parent of Hastings,
SPImages and MovieStop, on June 13, 2016, disclosed that the
Company is now initiating a detailed process to evaluate offers for
the assets of Hastings and SPImages, in order to maximize
stakeholder value.  This follows the Company's launch of a
successful refresh program across 20 Hastings entertainment
superstores and the implementation of a series of initiatives aimed
at increasing operational efficiency and overall profitability.
The Company believes that the Hastings assets will be most valuable
to a buyer who wants to complete the refresh program across the
store base and benefit from higher levels of sales and
profitability at the revitalized locations.

"In the past six months, Hastings has made significant progress in
transforming our stores into entertainment destinations with
exciting new categories that appeal to every member of the family
and also extend to our e-commerce business," said Jim Litwak,
President and Chief Operating Officer of Hastings.  "We are hopeful
that we are on the right path but need an additional cash infusion
to complete our remerchandising strategy.  An asset sale to a
well-capitalized purchaser would give us this financial stability
and allow the buyer to pick and choose the assets it wants to
acquire, while also disassociating us from the unique challenges
facing our sister companies and creating new opportunities to
generate long-term value for our creditors, associates, customers,
suppliers and ultimately the communities we serve."

To facilitate an orderly sale process while also addressing other
legacy liabilities, Draw Another Circle and its subsidiaries have
filed voluntary petitions under Chapter 11 of the United States
Bankruptcy Code.  SPImages will continue a parallel sale process
through Chapter 11, while MovieStop will continue its inventory
clearance sales, which are expected to be completed in July.

Hastings and SPImages will operate in the ordinary course while
they evaluate potential offers.  All three businesses expect to
maintain associates' existing wages and benefit programs.  To this
end, Bank of America has committed to providing $90 million in new
debtor-in-possession ("DIP") financing, which, combined with cash
from ongoing operations, will ensure the businesses are able to
meet their financial commitments throughout this process.

As part of the Chapter 11 process, all potential buyers will have
the opportunity to submit offers for the Hastings and SPImages
business assets, and if more than one offer is received, an auction
process will be held to ensure the highest or otherwise best sale
is achieved for each business.  Hastings and SPImages hope to
complete their respective sale processes within 30 days.

The Chapter 11 cases are being heard in the United States
Bankruptcy Court for the District of Delaware.  Draw Another
Circle, Hastings, MovieStop and SPImages are advised by Cooley LLP,
Whiteford, Taylor & Preston LLP, RCS Real Estate Advisors, and FTI
Consulting.

                        About Hastings

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

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

                        About SPImages

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


                         About MovieStop

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

Over the last 10 years, MovieStop has perfected a unique business
model (buy / sell / trade) that offers the consumer unrivaled
value, selection and service.  The concept revolves around selling
the broadest catalog of new and used movie titles alongside the
latest new release hits.  Central to the concept is MovieStop's
proven ability to make the market on used movie titles on a large
scale. MovieStop has changed the way consumers purchase movies by
offering significantly better value, selection, and service as
compared to its contemporaries.

                    About Draw Another Circle

Draw Another Circle, LLC and four of its subsidiaries, namely,
Hastings Entertainment, Inc., MovieStop, LLC, SP Images, Inc., and
Hastings Internet, Inc., filed voluntary petitions under  
Chapter 11 of the Bankruptcy Code on June 13, 2016.  The main
debtor is Draw Another Circle, LLC (Bankr. D. Del. Lead Case No.
16-11452).

As of the bankruptcy filing, Hastings operated 123 entertainment
superstores, averaging approximately 24,000 square feet,
principally in medium-sized markets located in 19 states, primarily
in the Northwestern, Midwestern, and Southeastern United States,
and had over 3,500 employees.  As of the Petition Date,
Atlanta-based MovieStop operated 39 destination locations in 10
states, primarily along the Eastern United States Coast.
Headquartered in Franklin, Massachusetts, SP Images, Inc., is a
distributor of sports and entertainment products and apparel.
Hastings, MovieStop and SPI are each wholly-owned subsidiaries of
DAC.

The Debtors tapped Whiteford, Taylor & Preston LLC and Cooley LLP
as attorneys; RCS Real Estate Advisors as lease disposition
consultants; FTI Consulting as financial advisor; and Rust
Consulting/Omni Bankruptcy as claims and noticing agent.


DYNCORP INT'L: Moody's Ups CFR to Caa2 on Debt Exchange Completion
------------------------------------------------------------------
Moody's Investors Service has upgraded the Corporate Family Rating
of DynCorp International, Inc. ("DI") to Caa2 from Caa3 upon
completion of the company's debt exchange transaction.
Concurrently, the company's instrument ratings have been affirmed.
The rating outlook has been changed to stable from negative. In
Moody's view the transaction represented a distressed exchange on
the senior unsecured notes due 2017 and an "LD" suffix, designating
limited default, has been affixed to DI's probability of default
rating. After three days, the suffix will be removed.

RATINGS RATIONALE

The Caa2 CFR reflects an improved liquidity position from the
transaction. Following effectiveness of a bank facility amendment
that was contingent on the exchange transaction, among other
changes, the revolver maturity has been extended to 2019, the term
loan to 2020, and scheduled maintenance covenant test thresholds
have become less demanding. DI will now possesses better financial
maneuvering room to operate, pursue its new business initiatives
and grow revenues. The timing is fortuitous as annual US defense
service outlays should begin to rise at a low single digit percent
rate in 2017.

Further, the rating considers that DI's broad capabilities and well
known contract execution track record hold promise within the
foreign military sales market. The company can now more robustly
pursue the foreign market following its newly formed Global
Advisory Group, whose operations became funded through the
transaction in a $30 million third lien obligation that Cerberus
extended. (In 2015 foreign sales only represented 7% of sales.)

Despite liquidity profile improvements, the speculative grade
liquidity rating has been affirmed at SGL-4, designating a
still-weak liquidity position. The $39.3 million of senior
unsecured notes that did not participate in the exchange will
mature in July 2017. Per terms of the company's bank amendment,
repayment of those stub notes will require equity issuance or
unsecured junior debt proceeds. The bank facility also contains an
acceleration provision should the stub notes not be repaid. Moody's
will therefore likely continue to view the liquidity profile as
weak until the near-liability is met.

If not for the near-term note maturity, the liquidity position
would be viewed as adequate because sufficient cash and revolver
availability exist to meet scheduled debt amortization and
operational needs.

Moody's said, "The rating outlook is stable because we expect that
free cash should cover most if not all of the near-term scheduled
loan amortization of $22 million. The US defense budget outlook has
improved, and the likelihood that DI's INL Airwing contract will be
extended to 2017 also improved with a US State Department
announcement of June 6."

Upward rating movement would depend on expectation of adequate
liquidity, debt to EBITDA at 7x or below and free cash flow to debt
approaching 5%.

Downward rating pressure would follow backlog decline, revolver
dependence or a lack of liquidity profile improvement by mid-2017.

Issuer: DynCorp International Inc.

Upgrades:

-- Probability of Default Rating, Upgraded to Caa2-PD /LD from
    Caa3-PD

-- Corporate Family Rating, Upgraded to Caa2 from Caa3

Affirmations:

-- Speculative Grade Liquidity Rating, Affirmed SGL-4

-- Senior Secured Bank Credit Facility Due 2019/2020, Affirmed B1

    (LGD 2)

-- Senior Secured Regular Bond/Debenture Due 2020, Affirmed Caa2
    (LGD 4)

-- Senior Unsecured Regular Bond/Debenture Due 2017, Affirmed Ca
    (LGD 6)

Withdrawals:

-- Senior Secured Bank Credit Facility Due 2016, Withdrawn,
    previously rated B2 (LGD 2)

Outlook Actions:

Issuer: DynCorp International Inc.

-- Outlook, Changed To Stable From Negative

DynCorp International Inc., headquartered in McLean, VA, provides
mission-critical support services outsourced by US military,
non-military US governmental agencies and foreign governments. The
company is an operating subsidiary of Delta Tucker Holdings, Inc.,
which is owned by affiliates of Cerberus Capital Management, LP.
Revenues in 2015 were $1.9 billion.


DYNEGY INC: S&P Affirms 'B+' CCR on Acquisition of Engie Assets
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' corporate credit rating on
Dynegy Inc.  The outlook is stable.

Additionally, S&P is assigning a 'BB' rating and '1' recovery
rating to the proposed senior secured term loan B.  The '1'
recovery rating indicates expectations for very high (90%-100%)
recovery in the event of a payment default.

"The affirmation stems from our expectation that the acquisition
will contribute to higher leverage in the near term, but that this
will be balanced by moving the portfolio more toward a
gas-generating focus," said S&P Global Ratings credit analyst
Michael Ferguson.  The acquisition increases the footprint of
Dynegy significantly, leaving it only behind NRG among pure
independent power producers (IPPs).  The 'B+' rating stems from
S&P's assessments of a fair business risk profile and highly
leveraged financial risk profile.

Dynegy's competitive position improved with its April 2015
acquisitions of the merchant portfolios of Duke Energy Corp. and
private equity firm Energy Capital Partners and strengthened
further with the recent acquisition of the Engie assets.  The
increased reliance on cash flow from the PJM energy and capacity
markets is also a positive factor, and the addition of a large
amount of natural gas units helps to mitigate against a decline in
natural gas prices--though it will also reduce upside earnings
potential if power prices materially improve due to a similar
increase in the price of natural gas.  Synergy savings outpaced
S&P's initial expectations on the 2015 acquisition, which helps the
company keep pace with peers in a market where low production cost
is critical; with improved scale comes improved efficiency, and
this becomes increasingly important as Dynegy (and other
generators) prepare for more performance-oriented capacity markets.
While this acquisition does add some exposure to the highly risky
ERCOT market, S&P notes that the company is relying on relatively
limited cash flow from the those assets, some of which may be
closed amid economic and environmental concerns, in S&P's opinion.

"Our stable outlook reflects our expectation that Dynegy Inc.'s
business and financial risk profiles will remain unchanged over the
next three years and that financial performance will remain in the
highly leveraged range with debt to EBITDA of about 5.2x on a
weighted average basis.  We expect that power prices will remain
relatively weak in Dynegy's markets, since we assume that natural
gas prices will not increase materially from current levels over
the next three years.  We also expect that operational performance
will remain sound," S&P said.

An upgrade could stem from either improvement in the financial risk
profile or the business risk profile.  S&P expects a certain amount
of delevering over time, and, if debt to EBITDA drops beneath 5.0x
consistently, this could contribute to higher ratings.  Further,
S&P expects the company will attain improved scale through
acquisitions, but it will continue to monitor this to determine if
operating efficiency improves as well.  This could contribute to a
better business risk profile, and could improve profitability.

A weakening of financial measures could lead to an outlook change
to negative or a rating downgrade.  Weaker financial performance
includes a decline in ratios to the bottom half of the highly
leveraged range--specifically, FFO to debt below about 5% and debt
to EBITDA well above 5.25x on a sustained basis.  It may also
result from a material reduction in liquidity.  Such developments
could be driven by weaker power prices, unexpected large draws on
working capital, or unexpected and material capital expenditures,
which S&P thinks is unlikely.



E Z MAILING: Seeks to Extend Chris Carey Employment for 2 Months
----------------------------------------------------------------
E Z Mailing Services Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of New Jersey to extend the
employment contract of Chris Carey Advisors LLC for another two
months.

The Debtors on Feb. 15 received approval to hire the firm to
provide financial advisory services for a four-month period known
as the "Initial Phase."  The employment contract expired on June
15.

If the request is approved, Chris Carey Advisors' employment will
be extended to August 15, with an option to extend upon the filing
of a notice with the court.

Chris Carey Advisors will charge for its services at the same rate
and payment schedule approved by the court on Feb. 15.  The Debtors
paid the firm $25,000 per month or a total of $100,000 for the
services it provided during the four-month period.

The firm can be reached through:

     Christopher Carey,
     Chris Carey Advisors, LLC
     146 South 4th Street, Unit 11B
     Brooklyn, NY 11211
     Telephone 908 229-4933
     www.chriscareyadvisors.com

                   About E Z Mailing Services

E Z Mailing Services Inc. and United Business Freight Forwarders
are transportation logistics companies whose customers include
Macy's, Walmart, JC Penny and Forever 21.

After primary lender PNC Bank declared a default and demanded
immediate payment of $4.2 million, which resulted to a customer
freezing payment, E Z Mailing and UBFF filed Chapter 11 bankruptcy
petitions (Bankr. D.N.J. Case Nos. 16-10615 and 16-10616,
respectively) on Jan. 13, 2016.  Ajay Aggarwal, the president,
signed the petitions.  The Debtors each estimated assets and
liabilities in the range of $10 million to $50 million.  Judge
Stacey L. Meisel presides over the cases.

Porzio, Bromberg & Newman, PC, serves as counsel to the Debtors.

Bederson LLP's Edward Bond is serving as CRO and crisis manager of
the Debtors.


ELBIT IMAGING: Announces Notes Buyback
--------------------------------------
Elbit Imaging Ltd. disclosed that, further to the Company's
announcement dated June 1, 2016, regarding the Board of Directors'
resolution approving new notes Buy-Back plan of the Company's
series H which are traded on the Tel Aviv Stock Exchange, the
repurchases of the following Notes was executed since the 1st of
June, 2016 to June 16, 2016:

Note:                  Series H

The acquiring
corporation:           Elbit Imaging Ltd

Quantity purchased
(Par value):           15,846,614

Weighted
average price:         94.1

Total amount
paid (NIS):            14,911,664  

The entire repurchased notes since Oct. 12, 2015, as the first
Notes buyback plan announcement, to June 16, 2016:

Note:                  Series H

The acquiring
corporation:           Elbit Imaging Ltd

Quantity purchased
(Par value):           115,278,181

Weighted
average price:         90.94

Total amount
paid (NIS):            104,834,251

                        About Elbit Imaging

Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
holds investments in real estate and medical companies.  The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.

Elbit Imaging reported a loss of NIS 186.15 million on NIS 1.47
million of revenues for the year ended Dec. 31, 2015, compared to
profit of NIS 1 billion on NIS 461,000 of revenues for the year
ended Dec. 31, 2014.  As of Dec. 31, 2015, Elbit Imaging had NIS
778.25 million in total assets, NIS 758.96 million in total
liabilities and NIS 19.28 million in shareholders' equity.

Since February 2013, Elbit has intensively endeavored to come to
an arrangement with its creditors.  Elbit has said it has been
hanging by a thread for more than five months.  It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets.  In light of the arrangement proceedings, and
according to the demands of most of the bondholders, as well as an
agreement that was signed on March 19, 2013, between Elbit and the
Trustees of six out of eight series of bonds, Elbit is prohibited,
inter alia, from paying off its debts to the financial creditors
-- and as a result a petition to liquidate Elbit was filed, and
Bank Hapoalim has declared its debts immediately payable,
threatening to realize pledges that were given to the Bank on
material assets of the Company -- and Elbit undertook not to sell
material assets of the Company and not to perform any transaction
that is not during its ordinary course of business without giving
an advance notice to the trustees.

Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.

In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M.  The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage.  Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days.  Europe Israel and
Mr. Zisser have also notified the Company that they utterly reject
the Bank's claims and intend to appeal the Court's ruling.


ELBIT IMAGING: Insightec Authorized to Grant 7.1M Options to CEO
----------------------------------------------------------------
Elbit Imaging Ltd. disclosed that INSIGHTEC Ltd. has been
authorized during its general meeting to grant its CEO and
Chairman, Dr. Maurice R. Ferre the following:

   1. 7,114,096 options to purchase Ordinary Shares of INSIGHTEC
      that represent 4.3% of INSIGHTEC's share capital (on a fully
      diluted basis).  The exercise price per share shall be
      $12.57, which represents value of approximately
      $2,000,000,000 to INSIGHTEC.  50% of the options shall be
      vested, by equal parts, on January 1, 2017 and 2018.  25% of
      the options shall be vested upon predefined goals
      achievement and 25% of the options shall be vested upon the
      occurrence of IPO or sell of INSIGHTEC.  The fair value of
      this grant under the Black and Scholes model is
      approximately $80,000.
     
   2. 180,000 restricted shares units ("RSU") that represent 0.1%
      of INSIGHTEC's share capital (on a fully diluted basis).  
      The RSUs shall be vested upon the occurrence of IPO or sell
      of INSIGHTEC that will take place before June 30, 2016.

The Company holds approximately 89.9% of the share capital of Elbit
Medical Technologies Ltd. (TASE: EMTC-M) (86.2% on a fully diluted
basis) which, in turn, holds approximately 31.6% of the share
capital in INSIGHTEC (25.8% on a fully diluted basis).

                    About Elbit Imaging

Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
holds investments in real estate and medical companies.  The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.

Elbit Imaging reported a loss of NIS 186.15 million on NIS 1.47
million of revenues for the year ended Dec. 31, 2015, compared to
profit of NIS 1 billion on NIS 461,000 of revenues for the year
ended Dec. 31, 2014.  As of Dec. 31, 2015, Elbit Imaging had NIS
778.25 million in total assets, NIS 758.96 million in total
liabilities and NIS 19.28 million in shareholders' equity.

Since February 2013, Elbit has intensively endeavored to come to
an arrangement with its creditors.  Elbit has said it has been
hanging by a thread for more than five months.  It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets.  In light of the arrangement proceedings, and
according to the demands of most of the bondholders, as well as an
agreement that was signed on March 19, 2013, between Elbit and the
Trustees of six out of eight series of bonds, Elbit is prohibited,
inter alia, from paying off its debts to the financial creditors
-- and as a result a petition to liquidate Elbit was filed, and
Bank Hapoalim has declared its debts immediately payable,
threatening to realize pledges that were given to the Bank on
material assets of the Company -- and Elbit undertook not to sell
material assets of the Company and not to perform any transaction
that is not during its ordinary course of business without giving
an advance notice to the trustees.

Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.

In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M.  The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage.  Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days.  Europe Israel and
Mr. Zisser have also notified the Company that they utterly reject
the Bank's claims and intend to appeal the Court's ruling.


ELEPHANT TALK: Closes $3.5 Million Units Offering
-------------------------------------------------
Beginning on Dec. 18, 2015, and ending on March 21, 2016, Elephant
Talk Communications Corp. consummated a series of closings of its
now closed private placement offering of units to "accredited
investors" for aggregate gross proceeds of $3,548,000.  The
Closings were part of a "best efforts" private placement offering
of up to $4,200,000 of units, each unit consisting of: (i) one 9%
unsecured subordinated convertible promissory note in the principal
amount of $30,000 which is convertible into shares of common stock
at the option of the holder at a conversion price of $.30 per
share, subject to certain exceptions; and (ii) a five-year warrant
to purchase one hundred thousand (100,000) shares of common stock
at an exercise price of $.30 per share, subject to certain
exceptions.  Dawson James Securities, Inc. acted as placement agent
to the Company in the Offering.

                    About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

Elephant Talk reported a net loss of $5 million on $31.01 million
of revenues for the year ended Dec. 31, 2015, compared to a net
loss of $21.86 million on $20.35 million of revenues for the year
ended Dec. 31, 2014.

As of March 31, 2016, Elephant Talk had $25.05 million in total
assets, $19.66 million in total liabilities and $5.39 million in
total stockholders' equity.

Squar Milner, LLP (formerly Squar Milner, Peterson, Miranda &
Williamson, LLP), in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has suffered
recurring losses from operations, has an accumulated deficit of
$256 million and has negative working capital.  This raises
substantial doubt about the Company's ability to continue as a
going concern, the auditors said.


ELITE PHARMACEUTICALS: Delays Filing Fiscal 2016 Annual Report
--------------------------------------------------------------
Elite Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission a Notification of Late Filing on Form 12b-25
with respect to its annual report on Form 10-K for the year ended
March 31, 2016.   

"The Registrant's Annual Report on Form 10-K for the period ended
March 31, 2016 cannot be filed within the prescribed time period
without unreasonable effort or expense because of a delay by the
Registrant in obtaining and compiling information required to be
included in the Registrant's Form 10-K."

                About Elite Pharmaceuticals

Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals.  The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.

Elite reported net income attributable to common shareholders of
$28.9 million on $5 million of total revenues for the year ended
March 31, 2015, compared to a net loss attributable to common
shareholders of $96.5 million on $4.6 million of total revenues for
the year ended March 31, 2014.

As of Dec. 31, 2015, the Company had $27.1 million in total
assets, $29.2 million in total liabilities, $58.4 million in
convertible preferred shares and a $60.5 million total
stockholders' deficit.


ELITE PHARMACEUTICALS: Incurs $10-Mil. Net Loss in Fiscal 2016
--------------------------------------------------------------
Elite Pharmaceuticals, Inc., filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
attributable to common shareholders of $9.96 million on $12.5
million of total revenues for the year ended March 31, 2016,
compared to net income attributable to the Company of $28.9 million
on $5.01 million of total revenues for the year ended March 31,
2015.

As of March 31, 2016, Elite had $31.9 million in total assets,
$20.7 million in total liabilities, $44.28 million in convertible
preferred shares and a total stockholders' deficit of $33.1
million.

The Company considers cash and working capital balances as several
of the factors the Company uses in evaluating its performance,
without limitation.  As of March 31, 2016, the Company had cash on
hand of $11.5 million and a working capital surplus of $12.1
million.  The Company believes that such resources, combined with
the Company's access to the remaining balance of the equity line
with Lincoln Park Capital, are sufficient to fund operations
through the current operating cycle.  For the fiscal year ended
March 31, 2016, the Company had losses from operations totaling
$8.3 million, net other income totaling $7.1 million and a net loss
of $0.7 million . In addition, changes in the carrying value of
preferred share mezzanine equity for Fiscal 2016 were an increase
of $9.3, with such amount being charged to net income available to
common shareholders.

Consolidated revenues for Fiscal 2016 were a record $12.5 million,
an increase of approximately 150% over revenues of the prior year.
This increase is due to across-the-board increases in both
manufacturing revenues and license fees.  Manufacturing revenues
more than doubled from $3.8 million last year to $8.0 million in
Fiscal 2016.  The growth was from a strong, sustained and broad
expansion in the sales of Elite's product revenues.  License fees
more than tripled from $1.1 million last year to $4.5 million in
Fiscal 2016.  This increase was from growth in of Elite's generic
product fees and from development milestones for SequestOx, the
first of Elite's abuse-deterrent opioid products.

"During this fiscal year Elite achieved a third straight year of
record revenues and we filed our first-ever NDA, abuse-deterrent
SequestOx," commented Nasrat Hakim, Elite's president and CEO.  "We
look forward to continued growth of our generic business and the
approval and launch of SequestOx."

                 Conference Call Information

Elite's management will host a conference call to discuss the year
end 2016 financial results and provide an update on recent business
developments.  Company executives will conduct a question and
answer session following their remarks.

Date:                         Monday, June 20, 2016
Time:                         11:00 AM EDT
Dial-in numbers:              1-800-346-7359 (domestic)
                              1-973-528-0008 (international)
Conference number:            98840

Questions:                    dianne@elitepharma.com  by
                              9:00 AM EDT on Monday, June 20, 2016
Audio Replay:                
http://ir.elitepharma.com/events_presentations

The financial statements can be viewed for Elite's Fiscal Year-end
Report on Form 10-K at https://is.gd/BNcYwJ

                  About Elite Pharmaceuticals

Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals.  The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.


ENVISION HEALTHCARE: Moody's Puts B1 CFR Under Review for Downgrade
-------------------------------------------------------------------
Moody's Investors Service placed the ratings of Envision Healthcare
Corporation under review for downgrade, including the company's B1
Corporate Family Rating and B1-PD Probability of Default Rating.
The rating action follows the announcement on June 15, 2016, that
Envision Healthcare Holdings, Inc., which wholly-owns Envision,
entered into a definitive all-stock merger agreement with AmSurg
Corporation. The transaction will create a combined organization
with an estimated $8.5 billion in revenues. Envision shareholders
will own about 53% of the new entity -- to be named Envision
Healthcare Corporation -- and AmSurg shareholders will own 47% of
the combined organization. AmSurg operates ambulatory surgery
centers in partnership with physicians. The company also provides
physician services, including anesthesiology and neonatology
physicians to healthcare facilities.

Moody's review will focus on the expected performance of the
combined entities, the proposed capital structure, the strategy for
deleveraging, the timing and magnitude of expected synergies, as
well as the combined organization's free cash flow capabilities and
liquidity. If Moody's becomes confident in the combined company's
ability to reduce leverage within a reasonable time period, the
corporate family rating could be confirmed at B1. Ratings on
individual debt instruments, however, will be driven by not only
the ultimate Corporate Family Rating, but also the profile of the
ultimate capital structure as analyzed through Moody's loss given
default methodology.

The following ratings were placed under review for downgrade:

Envision Healthcare Corporation:

Corporate Family Rating at B1

Probability of Default Rating at B1-PD

Senior secured term loan at B1 (LGD 3)

Senior unsecured notes at B3 (LGD 5)

Rating affirmed:

Speculative Grade Liquidity rating at SGL-1

RATING RATIONALE

Envision's B1 Corporate Family Rating (under review for downgrade)
reflects the company's weak credit metrics and Moody's expectation
that debt to EBITDA will remain relatively high in the mid 4 times
range. Moody's expect that free cash flow will be used to fund the
company's aggressive acquisition strategy in lieu of debt
repayment. The rating also reflects risks associated with the high
level of reliance on government reimbursement programs and
potential integration issues with its Rural/Metro acquisition.
Rural/Metro has experienced both financial and operational
difficulties in the past. The rating is supported by Envision's
considerable scale and geographic diversification in its two
segments -- physician staffing and medical transport.

Envision Healthcare Corporation headquartered in Greenwood Village,
CO, is a leading provider of emergency medical services in the U.S.
Envision operates through three business units: EmCare is the
company's emergency department and hospital physician outsourcing
segment, AMR is a leading provider of medical transport in the
U.S., and Evolution Health is a provider of physician-led
post-acute transitional care management services to patients,
including in the home environment.


EPICENTER PARTNERS: U.S. Trustee Forms 5-Member Committee
---------------------------------------------------------
The Office of the U.S. Trustee on June 15 appointed five creditors
of Epicenter Partners LLC and Gray Meyer Fannin LLC to serve on the
official committee of unsecured creditors.

The committee members are:

     (1) David Evans and Associates, Inc.
         Attn: Erin Austin, Esq. (Chair)
         2100 SW River Parkway
         Portland, OR 97201
         Phone: (503) 499-0327
         Fax: none
         Email: efa@deainc.com

     (2) Hilgartwilson, LLC
         Attn: Ronald Hilgart, Jr.
         2141 E. Highland Ave., Suite 250
         Phoenix, AZ 85016
         Phone: (602) 694-2751
         Fax: (602) 368-2436
         Email: rhilgart@hilgartwilson.com

     (3) Desert Ridge Community Association
         Attn: Michael Zimmerman, Esq.
         Berry Riddelll LLC
         6750 E. Camelback Road, Suite 100
         Scottsdale, AZ 85251
         Phone: (480) 682 3914
         Fax: none
         Email: MZ@berryriddell.com

     (4) Civtech, Inc.
         Attn: Dawn Cartier
         10605 N. Hayden Rd., #140
         Scottsdale, AZ 85260
         Phone: (480) 659-4250
         Fax: (480) 659-0566
         Email: dcartier@civtech.com

     (5) Krys Global USA
         Attn: Bryan Perkinson
         60 Rio Salado Parkway 9th Floor
         Tempe, AZ 85281
         Phone: (480) 861-3649
         Fax: none
         Email: bperkinson@krysglobalusa.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 Epicenter Partners

Epicenter Partners LLC and Gray Meyer Fannin LLC sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Lead Case
No. 16-05493) on May 16, 2016.  

The Debtors are represented by Thomas J. Salerno, Esq. --
thomas.salerno@stinsonleonard.com -- at Stinson Leonard Street,
LLP.


ETERNAL ENTERPRISES: Hires Shipkevich as Bankruptcy Counsel
-----------------------------------------------------------
Eternal Enterprises Inc. filed with the U.S. Bankruptcy Court for
the District of Connecticut an amended application to employ Irene
Costello, Esq., and the law firm Shipkevich PLLC as bankruptcy
counsel under a general retainer.

The Firm will:

      a) advise the Debtor regarding its rights, duties and powers

         as a debtor and a debtor-in-possession operating and
         managing its business and property;

      b) advise and assist the Debtor with respect to financial
         agreements, debt restructuring, cash collateral orders
         and other financial transactions;

      c) review and advise the Debtor regarding the validity of
         liens asserted against property of the Debtor;

      d) advise the Debtor as to actions to collect and recover
         property for the benefit of the Debtor's estate;

      e) prepare on behalf of the Debtor the necessary
         applications, motions, complaints, answers, pleadings,
         orders, reports, notices, schedules, and other documents,
         as well as reviewing all financial reports and other
         reports filed in this Chapter 11 case;

      f) counsel the Debtor in connection with all aspects of a
         plan of reorganization and related documents;

      g) provide specific representation and strategy for the best

         way to protect the interest of the Debtor given the
         unusual circumstances of the instant case; and

      h) perform all other legal services for the Debtor which may

         be necessary in the Chapter 11 case.

The Firm will be paid at these hourly rates:

         Partners & Of Counsel          $500
         Associates                     $350
         Law Clerks                     $175

Irene Costello, Esq., Managing Attorney of the Firm, assures the
Court that the Firm doesn't have any connection to the Debtor, the
Debtor’s creditors, the Office of the U.S. Trustee, or any other
party in interest, and that the Firm represents no interest adverse
to the Debtor or its estate and is disinterested as that term is
defined by Section 101(14) of the Bankruptcy Code.

The Firm can be reached at:

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

Eternal Enterprises Inc. -- http://www.eternalenterprises.net/--
filed a Chapter 11 bankruptcy petition (Bankr. D. Conn. Case No.
14-20292) on Feb. 19, 2014.  Its business consists of the property
it owns and manages in Hartford Connecticut located at:

      a. 21 Evergreen Street, Hartford, CT;
      b. 360 Laurel Street, Hartford, CT;
      c. 243 & 255 Laurel Street, Hartford, CT;
      d. 270 Laurel Street, Hartford, CT;
      e. 252 Laurel Street, Hartford, CT;
      f. 154-160A Collins Street, Hartford, CT;
      g. 117-145 South Marshall Street, Hartford, CT; and
      h. 56 Webster Street, Hardford, CT.

Judge Ann M. Nevins presides over the case.  The Debtor is
represented by Irene Costello, Esq., at Shipkevich, PLLC.


FAIRWAY GROUP: Wins Approval of Prepackaged Restructuring Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York on
June 8, 2016, entered an order confirming Fairway Group Holdings
Corp.'s pre-packaged plan for reorganization.  The Plan provides
that it will become effective upon the completion of certain
conditions precedent.

Pursuant to the Plan, the Reorganized Debtors will continue to pay
or treat each Allowed General Unsecured Claim in the ordinary
course of business as if the Chapter 11 Cases had never been
commenced, subject to all defenses or disputes the Debtors and
Reorganized Debtors may have with respect to the Claims.  Holders
of General Unsecured Claims were not entitled to vote on the Plan;
this Class was deemed to have accepted the Plan.

Under the Plan, each holder of an Allowed Secured Loan Claim will
receive, in full and final satisfaction of the Claim, on the
Effective Date, or as soon as reasonably practicable thereafter,
that holder's Pro Rata share of:

     (i) 90% of the New Common Stock issued on the Effective Date,

    (ii) the Last Out Exit Term Loan in an aggregate principal
amount of $45,000,000, and
   (iii) the Subordinated Holdco Loan in an aggregate principal
amount of $39,000,000.  

Pursuant to the Plan, on the Effective Date, all existing equity
securities issued by the Company will be cancelled.  Each holder of
an existing equity interest shall neither receive nor retain any
property or interest in property on account of such equity
interest. As a result of the cancellation of the existing equity
securities issued by the Company, there will no longer be a trading
market for the Company's Class A common stock and the Company will
cease to file periodic reports with the Securities and Exchange
Commission.

On the Effective Date: (i) Mr. Edward C. Arditte, the Company's
co-president and chief financial officer, will cease to serve in
those capacities and Mr. Dennis Stogsdill, the Company's chief
restructuring officer, will become acting chief financial officer
of the Company and (ii) each of Messrs. Michael Barr, Howard
Glickberg, Stephen Key, Robert Magnus, Charles Santoro and Farid
Suleman, the Company's current directors, will cease to be
directors of the Company.

A copy of the Plan of Reorganization (as amended) is available at
https://is.gd/4wwNum

A copy of the Confirmation Order is available at
https://is.gd/1MOGFC

                          About Fairway

Headquartered in New York, Fairway Group Holdings Corp. is a food
retailer offering customers a differentiated one-stop shopping
experience "Like No Other Market".  Fairway claims to have
established itself as a leading food retailing destination in the
Greater New York City metropolitan area, with stores that emphasize

an extensive selection of fresh, natural and organic products,
prepared foods and hard-to-find specialty and gourmet offerings,
along with a full assortment of conventional groceries.

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

of New York City), New Jersey and Connecticut.  

Fairway Group, et al., filed Chapter 11 bankruptcy petitions
(Bankr. S.D.N.Y. Proposed Lead Case No. 16-11241) on May 2, 2016.

The petitions were signed by Edward C. Arditte as co-president and

chief financial officer.

The Debtors have engaged Weil, Gotshal & Manges LLP as counsel,
Norton Rose Fulbright US LLP as special corporate counsel, Curtis,

Mallet-Prevost, Colt & Mosle LLP as conflicts counsel, Alvarez &
Marsal as financial advisor and Prime Clerk LLC as claims and
noticing agent.


FEDERAL-MOGUL CORP: Bank Debt Trades at 3% Off
----------------------------------------------
Participations in a syndicated loan under which Federal-Mogul Corp
is a borrower traded in the secondary market at 96.50
cents-on-the-dollar during the week ended Friday, June 10, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.10 percentage points from the
previous week.  Federal-Mogul Corp pays 300 basis points above
LIBOR to borrow under the $0.7 billion facility. The bank loan
matures on April 4, 2018 and carries Moody's B1 rating and Standard
& Poor's B- rating.  The loan is one of the biggest gainers and
losers among 247 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended June 10.


FIELDWOOD ENERGY: S&P Raises CCR to 'CCC', Outlook Negative
-----------------------------------------------------------
S&P Global Ratings said it raised its corporate credit rating on
Houston-based oil and gas exploration and production company
Fieldwood Energy LLC to 'CCC' from 'SD'.  The outlook is negative.


"We also raised the issue-level rating on the company's first-lien
term loan to 'B-' from 'CCC'.  The recovery rating is '1',
indicating our expectation of very high (90% to 100%) recovery to
creditors if a payment default occurs.  We raised the issue-level
rating on the company's second-lien debt to 'CCC-' from 'D' and
revised the recovery rating to '5' from '4', indicating our
expectation of modest (10% to 30%; higher end of the range)
recovery in the event of default," S&P said.

In addition, S&P assigned 'B-' ratings to the company's new
$387.6 million first-lien term loan and $517.5 million first lien
last out term loan.  The recovery on both of these term loans is
'1', indicating and very high recovery (90% to 100%) in the event
of default.

The rating actions reflect the completion of several transactions,
including the new term loans and amendments to Fieldwood's
first-lien credit facility.  The transactions postpone the
redetermination date on the company's $1.3 billion borrowing base
until May 2018 and provide financial covenant relief.  However, the
transactions also increase the company's interest expense by about
$20 million annually.

The ratings reflect the company's weak business risk profile, which
includes:

   -- Participation in the highly cyclical and capital–intensive

      oil and gas exploration and production industry;
   -- Midsize reserve and production base concentrated in the Gulf

      of Mexico;
   -- Steep decline rates that require high levels of reinvestment

      to support production levels; and
   -- The benefit to profitability from its concentration of oil
      production.

The financial risk profile is highly leveraged, reflecting:

   -- The company's high debt burden and related interest costs;
   -- Significant plugging and abandonment obligations over the
      next 24 months; and
   -- Financial sponsor ownership.  

The outlook is negative, reflecting S&P's expectation for continued
weak crude oil prices and resulting weak operating cash flows and
diminished liquidity.  In addition, liquidity will be hindered by
high interest expense and lack of borrowing base availability.
Given the onerous interest expense relative to expected cash flows,
the outlook reflects the potential for amendments to or
restructuring of debt obligations S&P could consider distressed.


FINJAN HOLDINGS: Set to Join Russell Microcap Index
---------------------------------------------------
Finjan Holdings, Inc., announced that, according to a preliminary
list of additions posted on June 10, 2016, Finjan is set to join
the Russell Microcap Index at the conclusion of the Russell U.S.
Indexes annual reconstitution on June 24, 2016, and effective after
the U.S. market opens on June 27, 2016.
    
Membership in the Russell Microcap Index, which remains in place
for one year, means automatic inclusion in the appropriate growth
and value style indexes.  Russell determines membership for its
equity indexes primarily by objective, market-capitalization
rankings and style attributes.

"The heightened public awareness and visibility that the Russell
Microcap Index offers compliments Finjan's recent accomplishments
and near term catalysts," said Michael Noonan, Finjan's CFO.
"Having recently settled with Proofpoint, successfully navigated
through a number of IPRs and looking ahead to the upcoming Sophos
trial in September, it has been an exciting few months at Finjan.
We continue to focus on transparency and licensing best practices
in order to deliver the greatest return to our shareholders."

Russell indexes are widely used by investment managers and
institutional investors for index funds and as benchmarks for
active investment strategies.  Approximately $6 trillion in assets
are benchmarked against the Russell U.S. Indexes.

For more information on the Russell Microcap Index and the Russell
U.S. Indexes reconstitution, go to
https://www.ftserussell.com/research-insights/russell-reconstitution.


                         About Finjan

Finjan, formerly known as Converted Organics, is a leading online
security and technology company which owns a portfolio of patents,
related to software that proactively detects malicious code and
thereby protects end-users from identity and data theft, spyware,
malware, phishing, trojans and other online threats.  Founded in
1997, Finjan is one of the first companies to develop and patent
technology and software that is capable of detecting previously
unknown and emerging threats on a real-time, behavior-based basis,
in contrast to signature-based methods of intercepting only known
threats to computers, which were previously standard in the online
security industry.

Finjan Holdings reported a net loss of $12.6 million in 2015, a
net loss of $10.5 million in 2014 and a net loss of $6.07 million
in 2013.

As of March 31, 2016, Finjan Holdings had $8.10 million in total
assets, $2.78 million in total liabilities and $5.32 million in
total stockholders' equity.


FIREBIRD ENTERPRISES: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
A committee of unsecured creditors has not yet been appointed in
the Chapter 11 case of Firebird Enterprises LLC.

In a June 15 filing with the U.S. Bankruptcy Court for the District
of Colorado, the Office of the U.S. Trustee disclosed that "there
were too few unsecured creditors" who are willing to serve on a
creditors' committee.

                   About Firebird Enterprises

Firebird Enterprises LLC is a franchisee of Phenix Salon Suites
doing business as Phenix Salon Suites Westminster.  It provides
developed commercial space in Westminster, Colorado for salon
professionals to conduct their business.  Its prime lease is with
lessor 112th and Sheridan Development, LLC.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
Colo. Case No. 16-14455) on May 5, 2016.  The Debtor is represented
by its bankruptcy counsel Kevin S. Neiman, Esq., at the Law Offices
of Kevin S. Neiman, PC.


FIRST EAGLE: Modest Debt Upsizing No Impact on Moody's Ba1 CFR
--------------------------------------------------------------
First Eagle Holdings, Inc.'s (formerly ASBH, Inc.) corporate family
and senior debt ratings and outlook are unaffected by the proposed
$150 million term loan add-on announced on June 15, 2016, said
Moody's Investors Service. First Eagle Holdings, Inc. will use the
proceeds of the transaction to pay down the outstanding $80 million
balance on its $150 million revolving credit facility, which was
tapped to close the buyout of First Eagle Holdings, Inc. by private
equity sponsors Blackstone and Corsair Capital in December 2015.
The remaining $70 million of proceeds will be available for general
corporate purposes but is expected to sit on the company's balance
sheet which will bolster the company's liquidity profile. While pro
forma debt leverage will weaken as a result of the transaction, it
remains in line with our expectations for Ba1-rated asset managers.
Following the transaction debt outstanding will be approximately
$1.5 billion.

The Ba1 corporate family and senior debt ratings reflect the
company's relatively modest industry position among rated asset
managers, while giving particular consideration to the company's
strong pedigree, flexible cost structure, long-term track record
and experienced management team. In contrast to other active equity
managers, the firm's marketing and sales teams have been successful
in transforming investment performance into organic growth in AUM.


FIRST EVANGELIST HOUSING: Taps Crescent Sun to Inspect Properties
-----------------------------------------------------------------
First Evangelist Housing and Company Development Corp. of New
Orleans seeks approval from the U.S. Bankruptcy Court for the
Eastern District of Louisiana to hire a contractor to inspect its
properties.

The Debtor proposes to hire Beaux Williams of Crescent Sun
Construction to conduct an inspection of its rental properties and
prepare a maintenance report, which it will include in its
disclosure statement.

The Debtor will pay Mr. Williams $1,500 for his services.

In a court filing, Mr. Williams disclosed that he does not
represent any interest adverse to the Debtor.

                  About First Evangelist Housing

First Evangelist Housing and Community Development Corp. of New
Orleans sought Chapter 11 protection (Bankr. E. D. La. Case No.
15-12317) on Sept. 9, 2015 in New Orleans.  The case is assigned to
Judge Elizabeth W. Magner.

The Debtor is represented by Darryl T. Landwehr, Esq.

The Debtor estimated $0 to $50,000 in assets and $1 million to $10

million in debt.

The petition was signed by Marion Taylor, director.


FORTESCUE METALS: Bank Debt Trades at 6% Off
--------------------------------------------
Participations in a syndicated loan under which Fortescue Metals
Group Ltd is a borrower traded in the secondary market at 93.80
cents-on-the-dollar during the week ended Friday, June 10, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.57 percentage points from the
previous week.  Fortescue Metals pays 275 basis points above LIBOR
to borrow under the $4.95 billion facility. The bank loan matures
on June 13, 2019 and carries Moody's Ba2 rating and Standard &
Poor's BB+ rating.  The loan is one of the biggest gainers and
losers among 247 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended June 10.


FREESEAS INC: Comments on Havensight "Misleading" Press Release
---------------------------------------------------------------
FreeSeas Inc. responded to a press release published June 16, 2016
by Havensight Capital LLC.

In its press release, Havensight indicated that it was making a
purported tender offer to acquire 85% of the Company's common stock
at a price of $0.43 per share.  FreeSeas said it was not aware of
Havensight's intention to issue such a press release and did not
authorize Havensight to use the Company's name and symbol so that
the press release would appear in the FreeSeas' news feed. Further,
upon learning of the press release, the Company reached out to
regulatory authorities to alert them to the actions of Havensight.

FreeSeas believes that the Havensight press release is false and
misleading, in that it failed to disclose material facts.  In
particular, the Havensight press release fails to disclose that
Havensight has not made the necessary filing with the U.S.
Securities and Exchange Commission in order to commence a tender
offer.  Such tender offer filing would require Havensight to
provide significant disclosures about itself, its financial
position, the source of the funds in order to complete the tender
offer, among other required disclosures.

Unless and until a valid tender offer is made, the Company will not
comment further regarding the actions of Havensight.  The Company
believes Havensight may continue to disseminate false and
misleading information.  Public investors are urged to rely only on
information authorized for dissemination by FreeSeas.

                        About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.

Freeseas reported a net loss of US$52.94 million on US$2.30 million
of operating revenues for the year ended Dec. 31, 2015, compared to
a net loss of US$12.68 million on US$3.77 million of operating
revenues for the year ended Dec. 31, 2014.  As of Dec. 31, 2015,
FreeSeas had US$18.71 million in total assets, US$35.47 million in
total liabilities and a total shareholders' deficit of US$16.76
million.

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2015, citing that the Company has incurred recurring operating
losses and has a working capital deficiency.  In addition, the
Company has failed to meet scheduled payment obligations under its
loan facilities and has not complied with certain covenants
included in its loan agreements and is in default in other
agreements with various counter parties.  Furthermore, the vast
majority of the Company's assets are considered to be highly
illiquid and if the Company were forced to liquidate, the amount
realized by the Company could be substantially lower that the
carrying value of these assets.  These conditions among others
raise substantial doubt about the Company's ability to continue as
a going concern.


FREESEAS INC: Terminates M/V Fiorello Bareboat Hire Agreement
-------------------------------------------------------------
FreeSeas Inc. announced that on June 15, 2016, the bareboat hire
agreement in connection with the M/V Fiorello was terminated.
Subsequent to the termination of the hire, the vessel was sold with
the sale proceeds being applied towards obligations to the Bareboat
Owners of the vessel and trade creditors.  As a result of the
transaction, outstanding obligations to the Owners have been
reduced by US$750,000.

                        About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.

Freeseas reported a net loss of US$52.94 million on US$2.30 million
of operating revenues for the year ended Dec. 31, 2015, compared to
a net loss of US$12.68 million on US$3.77 million of operating
revenues for the year ended Dec. 31, 2014.  As of
Dec. 31, 2015, FreeSeas had US$18.71 million in total assets,
US$35.47 million in total liabilities and a total shareholders'
deficit of US$16.76 million.

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2015, citing that the Company has incurred recurring operating
losses and has a working capital deficiency.  In addition, the
Company has failed to meet scheduled payment obligations under its
loan facilities and has not complied with certain covenants
included in its loan agreements and is in default in other
agreements with various counter parties.  Furthermore, the vast
majority of the Company's assets are considered to be highly
illiquid and if the Company were forced to liquidate, the amount
realized by the Company could be substantially lower that the
carrying value of these assets.  These conditions among others
raise substantial doubt about the Company's ability to continue as
a going concern.


FUNCTION (X) INC: Inks Second Note Exchange Agreement with MGT
--------------------------------------------------------------
As previously reported on Function(X) Inc.'s Current Report on Form
8-K dated Sept. 9, 2015, Function(X) entered into an Asset Purchase
Agreement with MGT Capital Investments, Inc. and MGT Sports, Inc.,
pursuant to which the Company acquired all of the assets of the
DraftDay.com business from MGT.  Under the Asset Purchase
Agreement, the Company issued a promissory note to MGT Sports, Inc.
in the amount of $1,875,000, bearing interest at the rate of 5% per
annum, which was due on March 8, 2015.

As previously reported on the Company's Current Report on Form 8-K
dated March 24, 2016, on that date, the Company's Board of
Directors approved the Company entering into an exchange agreement
with MGT pursuant to which MGT exchanged a portion of the MGT Note
for equity securities of the Company and received accrued and
unpaid interest in cash.  The balance of the MGT Note, $940,494,
remained outstanding with a due date of July 31, 2016.

On June 14, 2016, the Company entered into a second exchange
agreement with MGT relating to the $940,494 remaining due under the
MGT Note.  Under the Second MGT Exchange Agreement, the MGT Note
will be exchanged in full for (a) $10,581.03 in cash representing
accrued interest and (b) 2,641,837 common shares of Company stock,
subject to certain adjustments.  Issuance of the shares is
conditioned upon approval of the Company's shareholders and
approval of its Listing of Additional Shares application with
Nasdaq.

A copy of the Agreement is available for free at:

                       https://is.gd/Kf5u8w

                      About  Function(x)Inc.

Function(x)Inc., formerly known as DraftDay Fantasy Sports Inc.,
offers a high quality daily fantasy sports experience directly to
consumers and to businesses desiring turnkey solutions to new
revenue streams.  DraftDay Fantasy Sports Inc. is the largest
shareholder of DraftDay Gaming Group, with a 44% stake.  Sportech
owns 35%.  By combining and capitalizing on the well-established
operational business assets of DraftDay and Sportech, the new
DraftDay is well-positioned to become a significant player in the
explosive fantasy sports market.  DraftDay has paid out over $30
million in prizes with increased player retention and brand
loyalty.  DraftDay Fantasy Sports also operates MyGuy and Viggle
Football both of which offer real-time interactive participation
with professional and college football games; Wetpaint, which
offers entertainment and celebrity news; and Choose Digital, a
digital marketplace platform that allows companies to incorporate
digital content into existing rewards and loyalty programs in
support of marketing and sales initiatives.

"The Company is unlikely to generate significant revenue or
earnings in the immediate or foreseeable future.  The continuation
of the Company as a going concern is dependent upon the continued
financial support from its stockholders, the ability of the Company
to obtain necessary equity or debt financing to continue
development of its business and to generate revenue.  Management
intends to raise additional funds through equity and/or debt
offerings until sustainable revenues are developed.  There is no
assurance such equity and/or debt offerings will be successful and
therefore there is substantial doubt about the Company's ability to
continue as a going concern within one year after the financial
statements are issued," according to the Company's quarterly report
for the period ended Dec. 31, 2015.

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


FUNCTION(X) INC: CEO Reports 67.6% Equity Stake as of June 8
------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission on June 8, 2016, Robert F.X. Sillerman disclosed that he
beneficially owns 42,211,599 shares of common stock of
Function(x)Inc., representing 67.6 percent of the shares
outstanding.  Mr. Sillerman is the executive chairman and chief
executive officer of the Company.

As of June 3, 2016, Mr. Sillerman is the beneficial owner of, and
holds the sole power to vote or to direct the vote and sole power
to dispose or to direct the disposition of 162,268 shares of Common
Stock, and shared power to vote or to dispose or to direct the
disposition of 42,049,331 shares of Common Stock.  Accordingly,
that total of 42,211,599 represents approximately 67.6% of the
outstanding shares of Common Stock. These shares consist of:

   * 30,811,268 shares of Common Stock held by Sillerman
     Investment Company III LLC, of which the Reporting Person is
     the sole member and manager;

   * 8,750,000 shares of Common Stock held by SIC IV, of which the
     Reporting Person is the sole member and manager;

   * 225,000 shares of Common Stock subject to warrants held by
     SIC III that are exercisable at $3.51 per share;

   * 150,000 shares of Common Stock subject to warrants held by
     SIC III that are exercisable at $2.98 per share;

   * 775,000 shares of Common Stock subject to warrants held by
     SIC III that are exercisable at $3.63 per share;

   * 350,000 shares of Common Stock subject to warrants held by
     SIC III that are exercisable at $1.78 per share;

   * 750,000 shares of Common Stock issuable as of December 3,
     2015 upon the conversion of 3,000 shares of Series C
     Convertible Preferred Stock held by SIC III;

   * 37,268 shares of Common Stock held directly by Mr. Sillerman;

   * 125,000 shares of Common Stock subject to warrants held by
     Mr. Sillerman that are exercisable at $80.00 per share.

   * 62,500 shares of Common Stock subject to warrants held by
     Sillerman Investment Company II, LLC, of which Mr. Sillerman
     is the sole member and manager, which warrants are
     exercisable at $55.20 per share; and

   * 175,562.5 shares of Common Stock subject to warrants held by
     SIC II that are exercisable at $80.00 per share.

A full-text copy of the regulatory filing is available at:
  
                         https://is.gd/h9gbn7

                         About  Function(x)Inc.,

Function(x)Inc., formerly known as DraftDay Fantasy Sports Inc.,
offers a high quality daily fantasy sports experience directly to
consumers and to businesses desiring turnkey solutions to new
revenue streams.  DraftDay Fantasy Sports Inc. is the largest
shareholder of DraftDay Gaming Group, with a 44% stake.  Sportech
owns 35%.  By combining and capitalizing on the well-established
operational business assets of DraftDay and Sportech, the new
DraftDay is well-positioned to become a significant player in the
explosive fantasy sports market.  DraftDay has paid out over $30
million in prizes with increased player retention and brand
loyalty.  DraftDay Fantasy Sports also operates MyGuy and Viggle
Football both of which offer real-time interactive participation
with professional and college football games; Wetpaint, which
offers entertainment and celebrity news; and Choose Digital, a
digital marketplace platform that allows companies to incorporate
digital content into existing rewards and loyalty programs in
support of marketing and sales initiatives.

"The Company is unlikely to generate significant revenue or
earnings in the immediate or foreseeable future.  The continuation
of the Company as a going concern is dependent upon the continued
financial support from its stockholders, the ability of the Company
to obtain necessary equity or debt financing to continue
development of its business and to generate revenue.  Management
intends to raise additional funds through equity and/or debt
offerings until sustainable revenues are developed.  There is no
assurance such equity and/or debt offerings will be successful and
therefore there is substantial doubt about the Company's ability to
continue as a going concern within one year after the financial
statements are issued," according to the Company's quarterly report
for the period ended Dec. 31, 2015.

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


GATES GROUP: Bank Debt Trades at 3% Off
---------------------------------------
Participations in a syndicated loan under which Gates Group is a
borrower traded in the secondary market at 96.50
cents-on-the-dollar during the week ended Friday, June 10, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.15 percentage points from the
previous week.  Gates Group pays 325 basis points above LIBOR to
borrow under the $2.49 billion facility. The bank loan matures on
June 18, 2021 and carries Moody's B2 rating and Standard & Poor's
B+ rating.  The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended June 10.




GAWKER MEDIA: Founder Nick Denton Confident of Company's Future
---------------------------------------------------------------
Sydney Ember, writing for The New York Times' DealBook, reported
that Nick Denton has been relatively quiet since his company,
Gawker Media, filed for bankruptcy and put itself up for sale,
posting just a handful of tweets.  But, in typical Denton fashion,
his silence did not last long, the report noted.

According to the report, Mr. Denton, the founder and chief
executive of Gawker, published a roughly 3,000-word blog post about
the state of his company.  He waxed poetic about the company's
future, opined on the balance of power between privacy and a free
press and took Silicon Valley billionaires to task for trying to
control their image, the report related.  Though the post was at
times rambling, Mr. Denton's message was insistent: Gawker will be
just fine, the report further related.

These were defiant words after what has been a tumultuous month for
Gawker, the report noted.  In late May, it was revealed that the
Silicon Valley billionaire Peter Thiel was secretly providing
financing for lawsuits against the company, including one brought
by the retired professional wrestler Hulk Hogan, the report said.
The company faces a $140 million judgment in that case, the report
added.

But Mr. Denton expressed hope in a new owner, and the possibility
that the court penalty will be reduced on appeal, the report said.
Its sites, he said, "will thrive under new ownership, with
management oversight and financial underpinning from a larger
company," he wrote, the report further related.

Gawker Media, LLC filed a voluntary petition under Chapter 11 of
the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of New York after being ordered to pay $140.1 million in
connection with an invasion of privacy lawsuit arising from
publication of a report and commentary and accompanying sex video
involving Terry Gene Bollea.

ounded in 2002 by Nick Denton, Gawker Media is privately-held
online media company operating seven distinct media brands with
corresponding websites under the names Gawker, Deadspin,
Lifehacker, Gizmodo, Kotaku, Jalopnik, and Jezebel.  The Company's
various Websites cover, among other things, news and commentary on
current events, politics, pop culture, sports, cars, fashion,
productivity, technology and video games.

Between 2012 and 2015, the Company experienced a compound annual
growth rate of approximately 24%, with revenue in 2015 of
approximately $49.9 million.  The Company's primary source of
revenue is selling advertising space on its Websites.

The Debtor has engaged Ropes & Gray LLP as bankruptcy counsel,
Opportune LLP as restructuring advisor, Houlihan Lokey Capital,
Inc. as investment banker and Prime Clerk LLC as notice, claims,
balloting and administrative agent.

The Debtor's case is assigned to the Honorable Stuart M. Bernstein
and is assigned case number 16-11700.


GAWKER MEDIA: Meeting to Form Creditors' Panel Set for June 24
--------------------------------------------------------------
William K. Harrington, Acting United States Trustee for Region 2,
will hold an organizational meeting on June 24, 2016, at 11:30 a.m.
in the bankruptcy cases of Gawker Media LLC, Kinja Kft, and Gawker
Media Group, Inc..

The meeting will be held at:

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

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code.  A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization.  The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.

                   About Gawker Media

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.


GELTECH SOLUTIONS: Issues President $125,000 Convertible Note
-------------------------------------------------------------
GelTech Solutions, Inc., issued Michael Reger, the Company's
president and principal shareholder, a $125,000 7.5% secured
convertible note in consideration for a $125,000 loan on June 14,
2016.  The note is convertible at $0.35 per share and matures on
Dec. 31, 2020.  Repayment of the note is secured by all of the
Company's assets including its intellectual property and inventory
in accordance with a secured line of credit agreement between the
Company and Mr. Reger.  Additionally, the Company issued Mr. Reger
178,572 two-year warrants exercisable at $2.00 per share.  

All of the securities were issued without registration under the
Securities Act of 1933 in reliance upon the exemption provided in
Section 4(a)(2) and Rule 506(b) thereunder.

                          About GelTech

Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware
corporation organized in 2006.  The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3)
Soil2O(R), a product which reduces the use of water and is
primarily marketed to golf courses, commercial landscapers and the
agriculture market; and (4) FireIce(R) Home Defense Unit, a system
for applying FireIce(R) to structures to protect them from
wildfires.

For the year ended June 30, 2015, the Company reported a net loss
of $5.51 million on $800,365 of sales compared to a net loss of
$7.11 million on $814,587 of sales for the year ended June 30,
2014.

As of Dec. 31, 2015, Geltech had $1.96 million in total assets,
$6.44 million in total liabilities and a total stockholders'
deficit of $4.48 million.

The Company's auditors 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 has a net loss and net cash used in operating
activities in of $2,638,580 and $2,146,501, respectively, for the
six months ended Dec. 31, 2015, and has an accumulated deficit and
stockholders' deficit of $43,285,883 and $4,482,416, respectively,
at Dec. 31, 2015.  These matters raise substantial doubt about the
Company's ability to continue as a going concern.


GENESIS HEALTHCARE: S&P Raises Rating on 1st Lien Loan to 'B'
-------------------------------------------------------------
S&P Global Ratings raised its issue-level rating on Genesis
Healthcare Inc.'s first-lien term loan to 'B' from 'B-' and removed
it from CreditWatch, where it was placed with positive implications
on March 17, 2016.  At the same time, S&P revised the recovery
rating on this debt to '2' from '3'.  The '2' recovery rating
indicates S&P's expectation for substantial (70%-90%; at the lower
end of the range) recovery for lenders in the event of payment
default.

The rating action reflects S&P's expectation that Genesis will
apply the approximately $85 million in proceeds (including a $12
million note receivable from the transaction) from its completed
divestiture of its home health and hospice business to pay down
amounts on the first-lien term loan.  The improvement in recovery
prospects stems from the reduction in first-lien debt being
substantially greater than the distressed value S&P previously
attributed to this asset in S&P's recovery analysis, and from the
acquisition of certain new assets in recent quarters which enhance
the collateral available for recovery.

S&P's 'B-' corporate credit rating on Genesis reflects S&P's
assessment of the company's business risk as weak and the financial
risk profile as highly leveraged.  The outlook is stable.

"Despite its large scale and geographic reach, we view Genesis'
business risk profile as weak because of the high degree of
competitiveness and continued reimbursement headwinds facing the
nursing home industry.  Reimbursement risk is exacerbated by about
70% of Genesis' revenues coming from government sources (Medicare
and Medicaid).  We believe federal efforts to reduce health care
spending, and tight state and federal budgets, may continue to
pressure reimbursement.  Geographic diversity comes from over 500
facilities in 34 states.  Genesis has modest diversity through
about 20% of revenues coming from rehabilitation and other small
business lines as of fiscal year-end 2015.  Our business risk
assessment also incorporates the thin levels of profitability with
adjusted EBITDA margins (after rent-related payments) of about
3%-4%.  We believe these thin margins leave the company
particularly susceptible to potential reimbursement and other
headwinds, including inflation of labor costs or other operating
expenses," S&P said.

S&P's view of Genesis' financial risk profile reflects S&P's
forecast for adjusted debt to EBITDAR of about 8x for 2016,
including operating lease payments capitalized at 7%.  This
reflects the company's large on-balance-sheet financing transaction
involving the sale to and subsequent leaseback of its many
facilities from Welltower Inc., as well as the operating leases the
company absorbed with the Sun Healthcare Group Inc. acquisition and
more recently, its acquisition of 24 skilled nursing facilities
from Revera Inc.

RATINGS LIST

Genesis Healthcare Inc.
Corporate Credit Rating      B-/Stable/--


Ratings Raised; CreditWatch Action; Recovery Rating Revised
                              To         From
Genesis Healthcare Inc.
Senior Secured               B          B-/Watch Pos
  Recovery Rating             2L         3H


GENIUS BRANDS: Issues Shareholders June 2016 Letter
---------------------------------------------------
Genius Brands International, Inc., on June 16, 2016, distributed to
its shareholders a letter, a copy of which is available for free at
https://is.gd/K4pO2i

                       About Genius Brands

Beverly Hills, Calif.-based Genius Brands International, Inc.,
creates and distributes music-based products which it believes are
entertaining, educational and beneficial to the well-being of
infants and young children under its brands, including Baby Genius
and Little Genius.

Genius Brands reported a net loss of $3.48 million on $907,983 of
total revenues for the year ended Dec. 31, 2015, compared to a net
loss of $3.72 million on $926,000 of total revenues for the year
ended Dec. 31, 2014.  As of Dec. 31, 2015, Genius Brands had $18.9
million in total assets, $4.74 million in total liabilities and
$14.1 million in total equity.


GLOBAL BRASS: S&P Assigns 'BB-' Rating on New $320MM Sr. Sec. Loan
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating to Global
Brass and Copper Inc.'s proposed $320 million seven-year senior
secured term loan B due 2023.  The recovery rating on the new term
loan is '4', indicating S&P's expectation for modest (30% to 50%;
higher end of the range) recovery of principal and interest in the
event of a payment default.

Global Brass and Copper will use the debt proceeds to redeem its
$310 million 9.5% senior secured notes due 2019.  Following the
transaction, the company will have $325 million of senior secured
debt outstanding.  The transaction should not materially affect the
company's adjusted debt leverage of 2.9x as of March 31, 2016.

"Our 'BB-' corporate credit rating and stable outlook on Global
Brass and Copper Inc. are unchanged.  Our rating on the company
reflects its relatively small size and participation in the
competitive metals processing industry, improving EBITDA margins,
and exposure to cyclical end markets.  We also incorporate the
company's focus on deleveraging, which has resulted in improved
credit metrics.  Based on our assumptions, we forecast that
adjusted debt to EBITDA will remain in the 3x to 3.5x range over
the next couple of years," S&P said.

S&P expects to withdraw its ratings on the company's existing
senior secured notes on completion of the proposed refinancing.

                        RECOVERY ANALYSIS

Key Analytical Factors

   -- S&P has updated its recovery analysis on Global Brass and
      Copper to reflect the refinancing transaction.  S&P's '4'
      recovery rating on the company's senior secured debt remains

      unchanged following a review of its recovery profile.

   -- S&P continues to assess recovery prospects on the basis of a

      reorganization value of approximately $300 million,
      reflecting emergence EBITDA of $60 million and a 5x multiple

      to be consistent with other companies in the metals and
      mining industry.

   -- S&P's recovery analysis assumes that, in a hypothetical
      bankruptcy scenario, the value of the receivables and
      inventory that collateralize the company's asset-based
      lending (ABL) facility would be sufficient to cover the
      amount owed.  S&P's analysis contemplates outstanding
      borrowings of about $120 million, or 60%, under the
      company's $200 million ABL facility.  The facility is not
      rated.

Simulated default assumptions
   -- Year of default: 2020
   -- Distressed EBITDA at emergence: $60 million
   -- Implied EBITDA multiple: 5x
   -- Implied stressed valuation: $300 million

Simplified waterfall
   -- Estimated net EV (after 5% administrative costs):
      $285 million
   -- Estimated priority claims (fully collateralized ABL
      facility; capital leases): $125 million
   -- Estimated net enterprise value after priority claims:
      $160 million
      -----------------------------
   -- Senior secured debt recovery rating: '4'
   -- Senior secured debt rating: 'BB-'

Ratings List

Global Brass and Copper Inc.
Corporate Credit Rating             BB-/Stable/--

New Ratings
Global Brass and Copper Inc.
Senior Secured
  $320 mil. term loan B due 2023     BB-
   Recovery Rating                   4H


HANCOCK FABRICS: Ward and Smith Represents Triple B, South Park
---------------------------------------------------------------
Ward and Smith, P.A., submitted with the U.S. Bankruptcy Court for
the District of Delaware a verified statement to comply with Rule
2019 of the Federal Rules of Bankruptcy Procedure, stating that it
represents two separate creditors in the Chapter 11 bankruptcy case
of Hancock Fabrics, Inc., et al.: (i) Triple B #3, LLC, and (ii)
South Park Shopping Center, LLC.

Triple B, a limited liability company authorized to do business in
North Carolina and has a principal place of business and corporate
trust offices located at 530 Greenville Boulevard SE, Suite 200,
Greenville, North Carolina 27858, is a creditor of the Debtor.
Triple B is owed approximately $14,977.97.  Ward and Smith has been
retained to represent Triple B in connection with this bankruptcy
case.

South Park, a corporation authorized to do business in North
Carolina and has a principal place of business and corporate trust
offices located at 2217 Stantonsburg Road, Greenville, North
Carolina 27834-2841, is a creditor of the Debtor.  South Park is
owed approximately $70,000.  Ward and Smith has been retained to
represent South Park in connection with this bankruptcy case.

Ward and Smith has considered and evaluated all potential conflicts
of interest in accordance with all applicable Rules of Professional
Conduct and has determined that the representations are permissible
and has obtained proper consents from its clients where required.

Ward and Smith can be reached at:

      Tyler J. Russell, Esq.
      J. Michael Fields, Esq.
      Ward and Smith, P.A.
      Post Office Box 33009
      Raleigh, NC 27636-3009
      Tel: (919) 277-9100
      Fax: (919) 277-9100
      E-mail: tjr@wardandsmith.com
              jmf@wardandsmith.com

                       About Hancock Fabrics

Hancock Fabrics, Inc., is a specialty fabric retailer operating
stores under the name "Hancock Fabrics".  Hancock has 4,500
full-time and part time employees.  The Baldwyn, Mississippi-based
company is one of the largest fabric retailers in the United
States, operating 260 stores in 37 states as of October 31, 2015
and an internet store under the domain name
http://www.hancockfabrics.com/   

Hancock Fabrics, Inc., and six of its affiliates, retailer of
fabric, sewing and accessories, filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-10296 to 16-10302) on Feb.
2, 2016.  Dennis Lyons, the senior vice president and chief
administrative officer, signed the petitions.  Judge Brendan
Linehan Shannon is assigned to the jointly administered cases.

The Debtors have engaged O'Melveny & Myers LLP as general counsel,
Richards, Layton & Finger, P.A., as local counsel, Clear Thinking
Group LLC as financial advisor, Retail Consulting Services, Inc.
d/b/a Real Estate Advisors as real estate advisors and Kurtzman
Carson Consultants, LLC as claims and noticing agent.

The Debtors disclosed total assets of $151.4 million and total
debts of $182.1 million.  The Debtors owe its trade vendors
approximately $21.2 million as of Jan. 31, 2016.

On Feb. 11, 2016, the U.S. Trustee appointed an Official Committee
of Unsecured Creditors.


HEAVENLY VISION: Exclusive Plan Filing Deadline Moved to July 27
----------------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York has extended, at the behest of
Heavenly Vision Christian Center Inc., the exclusive period within
which the Debtor may file a plan of reorganization through and
including July 27, 2016.

The exclusive period within which the Debtor may solicit
acceptances to a proposed is extended through and including Sept.
27, 2016.

As reported by the Troubled Company Reporter on May 18, 2016, the
Debtor asked the Court to extend (a) the exclusive time period
during which the Debtor may file a Plan through and including Sept.
9, 2016, from May 13, 2016; and (b) the exclusive period within
which the Debtor may solicit acceptances to a Plan through and
including Nov. 9, 2016, from July 12, 2016.

As stated in the Debtor's first motion seeking to extend
exclusivity, which was resolved by consent order (with the consent
of the Debtor's mortgagee and largest creditor), the Debtor expects
to reorganize its financial affairs based upon, among other things,
the sale of one or more parcels of real estate.  First, the Debtor
seeks to sell the lots.  The lots are unencumbered and if the
Debtor's efforts prove successful, the price yielded by the lots
will strongly influence how this case develops and the precise
terms of a plan to be formulated by the Debtor.  The Debtor,
through its counsel, has been in frequent communication with
mortgagee's counsel and anticipates further direct communications
therewith as the critical and potential sale of the lots develops.


Heavenly Vision Christian Center Inc.,  dba Heavenly Vision Prayer
Mountain, fka Cristiana Fuente De Salvacion Inc., is a church that
operates out of, and services its community at, the real property
located at 2868 Jerome Avenue, Bronx, New York.  It also owns a
retreat property in Westerlo, New York and 2 vacant lots on
Sedgwick Avenue in the Bronx, New York.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 15-13035) on Nov. 13, 2015.  At the time of the
filing, the Debtor estimated its assets and liabilities at between
$1 million and $10 million each.  The petition was signed by
Salvador Sabino, pastor and president.   Judge Shelley C. Chapman
presides over the case.

Adam P. Wofse, Esq., at Lamonica Herbst & Maniscalco, LLP, serves
as the Debtor's bankruptcy counsel.


HENRY PARKS: Hires Felden & Felden as Counsel
---------------------------------------------
Henry Parks Casey, seeks authority from the U.S. Bankruptcy Court
for the Middle District of North Carolina to employ Felden &
Felden, P.A. as counsel to the Debtor.

Henry Parks requires Felden to:

   -- represent the Debtor in carrying out the duties under the
      provisions of Chapter 11 of the Bankruptcy Code;

   -- represent the estate generally throughout the administration

      of the Chapter 11 proceeding.

The Debtor paid Felden the amount of $15,000 on June 8, 2016, which
was deposited into the firm's Trust Account.  The Debtor also paid
the court filing fee of $1,717. From the trust funds, $0.00 was
paid to the firm representing fees and expenses incurred
pre-petition.

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

Christian B. Felden, of Felden & Felden, P.A., assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

Felden can be reached at:

     Christian B. Felden, Esq.
     FELDEN & FELDEN, P.A.
     PO Box 1399
     Jacksonville, NC 28541
     Tel: (910) 777-5464
     Fax: (888) 808-9991

                     About Henry Parks Casey

Henry Parks Casey sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D.N.C. Case No. 16-50603). The Debtor is
represented by Christian Bennett Felden, Esq., at Felden & Felden,
P.A.


HERCULES OFFSHORE: K&E, W&C, Klehr Represent 1st Lien Lenders
-------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
Kirkland & Ellis LLP and Kirkland & Ellis International LLP, White
& Case LLP and Klehr Harrison Harvey Branzburg LLP submitted with
the U.S. Bankruptcy Court for the District of Delaware a verified
statement saying that they represent the ad hoc group of certain
first lien lenders party to that certain credit agreement, dated as
of Nov. 6, 2015, by and among Hercules Offshore, Inc. as borrower,
the subsidiary guarantors, the lenders, and Jefferies Finance LLC,
as administrative agent and collateral agent, as creditors and
parties-in-interest in the Chapter 11 bankruptcy case of Hercules
Offshore, Inc., et al.

On March 11, 2016, the Ad Hoc Group engaged K&E to represent the Ad
Hoc Group in connection with potential restructuring transactions
concerning the Debtors and non-debtor affiliates.

On April 11, 2016, Luminus Energy Partners Master Fund, Ltd., and
Soros Fund Management LLC engaged White & Case to represent them in
connection with a potential restructuring of the loans and
obligations, including any restructuring thereof and any insolvency
or bankruptcy proceedings involving the Debtors and non-debtor
affiliates.  On June 10, 2016, the Ad Hoc Group
retained White & Case to serve as co-counsel with K&E.

On May 29, 2016, the Ad Hoc Group retained Klehr Harrison to serve
as local counsel.

Counsel has been advised by the members of the Ad Hoc Group that,
as of the date hereof, the members of Ad Hoc Group were the
holders, advisors, or affiliates of advisors to holders, or
managers of various accounts with investment authority, contractual
authority or voting authority, of or with respect to (a)
$205,092,420 aggregate principal amount of Loans, and (b) 5,301,766
aggregate shares of HERO common stock.

Although the members of the Ad Hoc Group have hired Counsel to
represent their interests as holders of First Lien Claims, each
member of the Ad Hoc Group makes its own decisions as to how it
wishes to proceed and does not speak for, or on behalf of,
any other creditor, including one another or the other members of
the Ad Hoc Group in their individual capacities.

Counsel does not own any claims against or equity interests in any
of the Debtors.

The Ad Hoc Group and the nature and amount of disclosable economic
interest:

   a. Bowery Opportunity Fund LP;
      Bowery Opportunity Fund, Ltd.;
      Blackwell Partners LLC-Series
      A; P Bowery, Ltd.
      1325 Avenue of the Americas
      New York, NY 10019
      Principal Amount Under First Lien
            Credit Agreement: $1,656,524
      Number of shares of HERO Common Stock
            Owned: 292,892

   b. Luminus Energy Partners
      Master Fund, Ltd.
      1700 Broadway
      38th Floor
      New York, NY 10019
      Principal Amount Under First Lien
            Credit Agreement: $90,748,880
      Number of shares of HERO Common Stock
            Owned: 914,992

   c. Simplon International Limited 45 Rockefeller Plaza
      Suite 2109
      New York, NY 10111
      Principal Amount Under First Lien
            Credit Agreement: $3,061,000
      Number of shares of HERO Common Stock
            Owned: 0

   d. Third Avenue Trust,
      on behalf of Third Avenue Focused Credit Fund
      622 Third Avenue
      32nd Floor
      New York, NY 10017
      Principal Amount Under First Lien
            Credit Agreement: $11,333,035
      Number of shares of HERO Common Stock
            Owned: 812,533

   e. T Rowe Price Associates, Inc.,
      on behalf of certain funds and
      accounts
      1100 Franklin Avenue
      Garden City, NY 11530
      Principal Amount Under First Lien
            Credit Agreement: $28,456,608
      Number of shares of HERO Common Stock
            Owned: 287,754

   f. QBP Holdings Ltd.; Quantum Partners LP, by QP GP LLC
      888 Seventh Avenue
      33rd Floor
      New York, NY 10106
      Principal Amount Under First Lien
            Credit Agreement: $32,374,477
      Number of shares of HERO Common Stock
            Owned: 1,404,596

   g. Western Asset Management Company
      620 Eighth Ave No. 50
      New York, NY 10018
      Principal Amount Under First Lien
            Credit Agreement: $37,461,896
      Number of shares of HERO Common Stock
            Owned: 1,588,999

Total Principal Amount Under First Lien Credit
Agreement: $205,092,420
       
Total Number of Shares of HERO Common Stock Owned: 5,301,766

The Counsel for the Ad Hoc Group of First Lien Lenders can be
reached at:

      Domenic E. Pacitti, Esq.
      KLEHR HARRISON HARVEY BRANZBURG LLP
      919 North Market Street, Suite 1000
      Wilmington, Delaware 19801
      Tel: (302) 426-1189
      Fax: (302) 426-9193
      E-mail: dpacitti@klehr.com

            - and -

      Glenn M. Kurtz, Esq.
      WHITE &CASE LLP
      1155 Avenue of the Americas
      New York, New York 10036
      Tel: (212) 819-8200
      Fax: (212) 354-8113
      E-mail: gkurtz@whitecase.com

            - and -

      Thomas E. Lauria, Esq.
      Michael C. Shepherd, Esq.
      Joseph A. Pack, Esq.
      WHITE &CASE LLP
      Southeast Financial Center, Suite 4900
      200 South Biscayne Boulevard
      Miami, Florida 33131
      Tel: (305) 371-2700
      Fax: (305) 358-5744
      E-mail: tlauria@whitecase.com
              mshepherd@whitecase.com
              joseph.pack@whitecase.com

            - and -

      Stephen E. Hessler, Esq.
      Brian S. Lennon, Esq.
      Robert Britton, Esq.
      KIRKLAND &ELLIS LLP
      601 Lexington Avenue
      New York, New York 10022
      Tel: (212) 446-4800
      Fax: (212) 446-4900
      E-mail: stephen.hessler@kirkland.com
              brian.lennon@kirkland.com
              robert.britton@kirkland.com

                      About Hercules Offshore

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

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

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


HOLLY RIDGE: Hires Broege Neumann as Counsel
--------------------------------------------
Holly Ridge Group, L.L.C., seeks authority from the U.S. Bankruptcy
Court for the District of New Jersey to employ Broege Neumann
Fischer & Shaver, LLC as counsel to the Debtor.

Holly Ridge requires Broege Neumann to:

   (a) advise applicant whether and to what extent any of its
       assets constitute cash collateral under the Bankruptcy
       Code;

   (b) prosecute applications to use any assets of applicant
       which may constitute cash collateral under the Bankruptcy
       Code;

   (c) advise applicant as to its duties as a debtor-in-
       possession under the Bankruptcy Code, including, without
       limitation, the obligation to open debtor-in-possession
       bank accounts, file monthly operating reports with the
       Bankruptcy Court and the office of the United States
       Trustee, pay quarterly fees to the United States Trustee,
       maintain adequate insurance on all assets of the
       bankruptcy estate, pay all post-petition taxes when due
       and file timely returns therefor, neither hire nor pay any
       professional without prior authorization of the Bankruptcy
       Court, neither sell nor dispose of any assets outside the
       ordinary course of business without prior authorization of
       the Bankruptcy Court;

   (d) represent applicant at the §341(a) hearing and at any
       meetings between applicant and creditors or creditors
       committees;

   (e) assist applicant in obtaining the authorization of the
       Bankruptcy Court to retain such accountants, appraisers or
       other professionals whose services applicant may require
       in connection with the operation of its business or the
       administration of the Chapter 11 proceedings;

   (e) defend any motions made by secured creditors to enable
       applicant to retain the use of assets needed for an
       effective reorganization;

   (f) negotiate with priority, secured and unsecured creditors
       to achieve a consensual resolution of their respective
       claims and the incorporation of such resolution into a
       plan of reorganization;

   (g) file and prosecute motions to expunge or reduce claims
       which applicant disputes;

   (h) represent applicant in the Bankruptcy Court at such
       hearings as may require applicant's presence or
       participation to protect the interest of applicant and the
       bankruptcy estate;

   (i) formulate, negotiate, prepare and file of a disclosure
       statement and plan of reorganization which conforms to the
       requirements of the Bankruptcy Code and applicable rules
       of procedure;

   (j) represent applicant at hearings on the approval of the
       disclosure statement and confirmation of a plan of
       reorganization and responding to any objections to same
       filed by creditors or other parties in interest;

   (k) assist applicant in discharging its obligations in
       consummating any plan of reorganization which is
       confirmed;

   (l) provide such other varied legal advice and services as may
       be needed by applicant in the operation of its business or
       in connection with the Chapter 11 proceedings.

Broege Neumann will be paid at these hourly rates:

     Timothy P. Neumann                 $550
     Peter J. Broege                    $500
     Frank Fischer                      $375
     David E. Shaver                    $375
     Associates                         $275
     Paralegals                         $100

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

Timothy P. Neumann, Esq., of the law firm Broege Neumann Fischer &
Shaver, LLC, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.

Broege Neumann can be reached at:

     Timothy P. Neumann, Esq.
     BROEGE NEUMANN FISCHER & SHAVER, LLC
     25 Abe Voorhees Drive
     Manasquan, NJ 08736
     Tel: (732) 223-8484

                     About Holly Ridge

Holly Ridge Group, LLC, based in Lakewood, NJ, filed a Chapter 11
petition (Bankr. D.N.J. Case No. 16-21386) on June 11, 2016. The
Hon. Christine M. Gravelle presides over the case. Timothy P.
Neumann, Esq., of the law firm Broege Neumann Fischer & Shaver,
LLC, as bankruptcy counsel.

In its petition, the Debtor estimated assets of $1 million to $10
million and estimated liabilities of $1 million to $10 million. The
petition was signed by David S. Meisken, member.


HORSEHEAD HOLDING: Creditors' Panel Hires Hehn as Special Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Horsehead Holding
Corp., et al., seeks authorization from the U.S. Bankruptcy Court
for the District of Delaware to retain The Law Office of Curtis A.
Hehn as special conflicts counsel to the Committee, nunc pro tunc
to May 6, 2016.

The Committee requires Hehn to:

   (a) serve and act as Delaware special conflicts counsel in
       connection with the filing and prosecution of the Standing
       Motion and the Complaint;

   (b) review all information furnished to the Committee that is
       related to the Complaint, and/or any other causes of
       action that the Committee may be able to assert against
       U.S. Bank;

   (c) advise the Committee with respect to the filing and
       prosecution of the Standing Motion and the Complaint,
       especially with respect to local Delaware Bankruptcy Court
       practice and procedure;

   (d) participate in all discovery arising from the prosecution
       of the Standing Motion and the Complaint;

   (e) appear in Court and represent the Committee as Delaware
       special conflicts counsel at all hearings involving the
       filing and prosecution of the Standing Motion and the
       Complaint;

   (f) prepare and/or file appropriate pleadings on behalf of the
       Committee in connection with the filing and prosecution of
       the Standing Motion and the Complaint;

   (g) review and analyze all pleadings related to the filing and
       prosecution of the Standing Motion and the Complaint;

   (h) consult with the Committee, Lowenstein, the Debtors, U.S.
       Bank, any other potential defendants, and the U.S. Trustee
       concerning the filing and prosecution of the Standing
       Motion and the Complaint; and

   (i) perform such other legal services for the Committee as may
       be necessary or proper in these proceedings, including, if
       necessary, acting as Delaware special conflicts counsel
       for the Committee on other matters that may arise in these
       cases for which the Committee requires such services.

Hehn will be paid at these hourly rates:

     Curtis A. Hehn          $300

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

Curtis A. Hehn was previously a partner with the national
bankruptcy boutique of Pachulski, Stang, Ziehl & Jones, LLP, and a
principal with the law firm of Offit Kurman, P.A.

Curtis A. Hehn, Esq., of the Law Office of Curtis A. Hehn, 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.

Hehn can be reached at:

     Curtis A. Hehn, Esq.,
     LAW OFFICE OF CURTIS A. HEHN
     1000 N. West Street, Suite 1200
     Wilmington, DE

                    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 totaled
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.


ICONIX BRAND: S&P Revises Outlook to Negative & Affirms 'B' CCR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on Iconix Brand Group Inc.
to negative from stable.  At the same time, S&P affirmed the 'B'
corporate credit rating and the 'B' issue-level rating on the
company's $300 million senior secured term loan due in 2021.  The
recovery rating on the term loan remains '3', indicating S&P's
expectations for meaningful (50%-70%, in the lower end of the
range) recovery in the event of a payment default.

S&P estimates the company will have $1.35 billion of debt
outstanding after retiring the $105 million as planned.

"The outlook revision reflects the possible negative effects of the
various challenges the company is working through, including
right-sizing its capital structure, onboarding a new management
team, and a generally weak retail environment," said S&P Global
Ratings credit analyst Suyun Qu.

Iconix recently announced an offer to exchange $100 million of its
$400 million 1.5% convertible notes.  "We view the proposed
exchange as opportunistic treasury management rather than a
distressed exchange offer as we do not see a realistic possibility
of a conventional default in the near to intermediate term given
the company's ample cash reserves and healthy free cash flow
generation," said Ms. Qu.

The ratings on Iconix reflect its high financial leverage, a
complex financial structure that includes securitizations,
historical weak governance, its participation in the highly
competitive apparel industry that is susceptible to fashion risk,
and the company's licensing business model that includes contract
renewal risk.  S&P also factors into the rating the predictable
stream of royalty income given its business model that enables it
to generate consistent and stable free cash flow with little
reinvestment needs.  Nevertheless, increasing costs, debt
refinancing costs, and higher professional fees in particular, lead
us to forecast lower adjusted EBITDA than previously anticipated,
leading to a higher debt-to-EBITDA ratio that S&P now expects to be
high 6x by the end of 2016 vs. below 6x previously.  

S&P could lower the rating over the next year if the new management
team fails to execute its strategies and to increase profitability,
leading to elevated financial leverage over an extended period.  In
addition, S&P could consider a downward revision of our management
and governance assessment if Iconix's governance issues persist,
which would likely lead to a lower rating.

S&P also expects Iconix to proactively address the $295 million
balance of its 2018 convertible notes due in 20 months.  S&P could
lower the rating if it believes the company would struggle to
refinance or repay this debt as it comes due.

S&P could revise its outlook to stable if it expects Iconix's
revenues and adjusted EBITA margin to stabilize or improve, which
should allow its debt-to-EBITDA ratio to improve to below 6x over
the intermediate term.  In addition, S&P would need to see its
management and governance risks subside, including a successful
conclusion of the SEC investigation.


IDERA PHARMACEUTICALS: Stockholders Elect Three Directors
---------------------------------------------------------
At the 2016 annual meeting of stockholders of Idera
Pharmaceuticals, Inc. held on June 13, 2016, the Company's
stockholders (1) elected Dr. Sudhir Agrawal, Mr. Youssef El Zein
and Dr. Mark Goldberg to the Board as Class III directors for terms
expiring at the 2019 annual meeting of stockholders; (2) approved,
on a non-binding advisory basis, the compensation
of the Company's named executive officers; and (3) ratified the
appointment of Ernst & Young LLP as the independent registered
public accounting firm for the Company for the fiscal year ending
Dec. 31, 2016.

The terms of the following directors continued after the Annual
Meeting:

   * Vincent J. Milano
   * James A. Geraghty
   * Julien C. Baker
   * Maxine Gowen
   * Kelvin M. Neu, M.D.
   * William S. Reardon

                            About Idera

Cambridge, Massachusetts-based Idera Pharmaceuticals, Inc., is a
clinical stage biotechnology company engaged in the discovery and
development of novel synthetic DNA- and RNA-based drug candidates
that are designed to modulate immune responses mediated through
Toll-like Receptors, or TLRs.  The Company has two drug
candidates, IMO-3100, a TLR7 and TLR9 antagonist, and IMO-8400, a
TLR7, TLR8, and TLR9 antagonist, in clinical development for the
treatment of autoimmune and inflammatory diseases.

Idera Pharmaceuticals reported a net loss attributable to common
stockholders of $39.2 million in 2014, a net loss applicable to
common stockholders of $21.09 million in 2013 and a net loss
applicable to common stockholders of $22.5 million in 2012.

As of March 31, 2016, Idera had $79.3 million in total assets,
$6.64 million in total liabilities, and $72.7 million in total
stockholders' equity.


J. CREW: Bank Debt Trades at 26% Off
------------------------------------
Participations in a syndicated loan under which J. Crew is a
borrower traded in the secondary market at 73.58
cents-on-the-dollar during the week ended Friday, June 10, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.55 percentage points from the
previous week.  J. Crew pays 300 basis points above LIBOR to borrow
under the $1.56 billion facility. The bank loan matures on Feb. 27,
2021 and carries Moody's B2 rating and Standard & Poor's B- rating.
The loan is one of the biggest gainers and losers among 247 widely
quoted syndicated loans with five or more bids in secondary trading
for the week ended June 10.


JADE WINDS: Wants Exclusive Plan Filing Deadline Moved to Sept. 13
------------------------------------------------------------------
Jade Winds Association, Inc., asks the U.S. Bankruptcy Court for
the Southern District of Florida to extend the exclusive right to
solicit plan acceptances by ninety days through Sept. 13, 2016.

On May 23, 2016, the Debtor filed its First Amended Disclosure
Statement, along with its First Amended Plan of Reorganization.  A
hearing to consider approval of the Amended Disclosure Statement is
scheduled for June 30, 2016.

The Debtor has been working diligently to resolve its disputes with
creditors and to propose and confirm a plan of reorganization in
this case.  The Debtor submits that it is currently on track to
reach these goals.  

The Debtor's counsel can be reached at:

      SHRAIBERG, FERRARA, LANDAU & PAGE, P.A.
      Eric Pendergraft, Esq.
      Bradley S. Shraiberg, Esq.
      2385 NW Executive Center Drive, No. 300
      Boca Raton, Florida 33431
      Tel: (561) 443-0800
      Fax: (561) 998-0047
      E-mail: ependergraft@sfl-pa.com

Headquartered in North Miami Beach, Florida, Jade Winds
Association, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 15-17570) on April 27, 2015, estimating
its assets at up to $50,000 and liabilities at between $1 million
and $10 million.  The petition was signed by Cristina D. Moinelo,
director.

Judge Robert A Mark presides over the case.

Bradley S Shraiberg, Esq., Shraiberg, Ferrara, & Landau P.A. serves
as the Debtor's bankruptcy counsel.


JESUS CARES PRESCHOOL: Hires Buddy Ford as Counsel
--------------------------------------------------
Jesus Cares Preschool and Early Learning Center, Inc., seeks
authority from the U.S. Bankruptcy Court for the Middle District of
Florida to employ The Law Firm of Buddy D. Ford, P.A. as counsel to
the Debtor.

Jesus Cares Preschool requires Ford to:

   a. analyze the financial situation, and render advice and
      assistance to the Debtor in determining whether to file a
      petition under Title 11, U.S. Code;

   b. advise the Debtor with regard to the powers and duties of
      the Debtor and Debtor-in-Possession in the continued
      operation of the business and management of the property of
      the estate;

   c. prepare and file petition, schedules of assets and
      liabilities, statement of affairs, and other documents
      required by the bankruptcy court;

   d. represent the Debtor at the Section 341 Creditors' meeting;

   e. give the Debtor legal advice with respect to its powers and
      duties as Debtor and as Debtor-in-Possession in the
      continued operation of its business and management of its
      property; if appropriate;

   f. advise the Debtor with respect to its responsibilities in
      complying with the U.S. Trustee's Operating Guidelines and
      Reporting Requirements and with the rules of the court;

   g. prepare, on behalf of Debtor, necessary motions, pleadings,
      applications, answers, orders, complaints, and other legal
      papers and appear at hearings thereon;

   h. protect the interest of the Debtor in all matters pending
      before the bankruptcy Court;

   i. represent the Debtor in negotiation with its creditors in
      the preparation of the Chapter 11 plan; and

   j. perform all other legal services for Debtor as Debtor-in-
      Possession which may be necessary herein, and it is
      necessary for Debtor as Debtor-in-Possession to employ the
      attorney for such professional services.

Ford will be paid at these hourly rates:

     Buddy D. Ford                    $425
     Senior Associate Attorney        $375
     Junior Associate Attorney        $300
     Senior Paralegal                 $150
     Junior Paralegal                 $100

Prior to the commencement of the bankruptcy case, the Debtor paid
Ford $500, on a current basis, for services rendered and costs
incurred with respect to the preparation of the petition for
reorganization under Chapter 11 of the Code and filing of all
related initial pleadings to be filed in the bankruptcy case, and
pre-petition expenses.

Prior to the commencement of the bankruptcy case, the Debtor's
affiliate, Jesus Cares Learning Academy, Inc., paid an advance fee
of $6,717 as follows:

      - $500 pre-filing fee retainer;

     - $4,500 post-filing fee/cost retainer;

     - $1,717 filing fee

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

To the best of the Debtor's knowledge the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.

Ford can be reached at:

     Buddy D. Ford, Esq.
     BUDDY D. FORD, P.A.
     115 North MacDill Avenue
     Tampa, FL 33609-1521
     Tel: (813) 877-4669
     Fax: (813) 877-5543
     E-mail: Buddy@tampaesq.com

                     About Jesus Cares Preschool

Jesus Cares Preschool and Early Learning Center, Inc., filed a
Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 16-04943)
on June 8, 2016. The Debtor is represented by Buddy D. Ford, Esq.


JOYUDA SEA FOOD: Hires Michael Marcus as Accountant
---------------------------------------------------
Joyuda Sea Food Inc., seeks authority from the U.S. Bankruptcy
Court for the District of Puerto Rico to employ Michael J. Marcus
as accountant and business consultant to the Debtor.

Joyuda Sea Food requires Marcus to:

   A. provide assistance to the Debtor in preparing the Monthly
      Reports of Operation;

   B. prepare the necessary financial statements;

   C. assist Debtor in preparing the cash flow projections and or
      any other projection needed for the Disclosure Statement;

   D. assist Debtor in any or all financial and accounting
      pertaining to, or in connection with the administration of
      the estate;

   E. assist Debtor in the preparation and filing of federal,
      state and municipal tax returns; and

   F. assist Debtor in any other assignment that might be
      properly delegated.

Marcus will be paid at these hourly rates:

     Michael J. Marcus            $50

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

Michael J. Marcus, CPA, 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.

Marcus can be reached at:

     Michael J. Marcus, CPA
     Road 100 Km 5.9, Marginal
     Cabo Rojo, PR
     Tel: (787) 265-0970
     E-mal: cpamichaelm@gmail.com

                       About Joyuda Sea Food

Joyuda Sea Food Inc., filed a Chapter 11 bankruptcy petition
(Bankr. D.P.R. Case No. 16-03770) on May 10, 2016. The Debtor is
represented by Gloria Justiniano Irizarry, Esq.


KEY ENERGY: S&P Lowers CCR to 'CC' on Restructuring Support Deal
----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
U.S.-based Key Energy Services Inc. to 'CC' from 'CCC-'.  The
outlook is negative.

In addition, S&P lowered its issue-level rating on the company's
senior secured term loan to 'CC' from 'CCC+'.  The recovery rating
on the term loan remains '1', indicating very high (90% to 100%)
recovery in the event of payment default.  The rating on the
company's senior unsecured notes remains 'C' with a recovery rating
of '6' indicating negligible (0% to 10%) recovery in the event of
payment default.

"The downgrade follow's Key's disclosure that it entered into
confidential agreements with certain holders of its 6.75% senior
notes due 2021 and certain lenders of the term loans regarding a
financial restructuring," said S&P Global Ratings credit analyst
David Lagasse.

The company announced that the discussions remain ongoing with both
sides presenting proposals.  Based on the disclosure filed in the
SEC Form 8K on June 15, 2016, S&P believes a filing under Chapter
11 of the U.S. bankruptcy code will be forthcoming.

The outlook is negative, reflecting the high likelihood that Key
will seek to restructure its debt through a prepackaged Chapter 11
proceeding once it comes to terms with creditors.


KJZ SUNRISE: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of KJZ Sunrise LLC.

                       About KJZ Sunrise

KJZ Sunrise, LLC filed for Chapter 11 protection (Bankr. M.D. Fla.
Case No. 16-04069) on May 11, 2016. The petition was signed by
Ranald Stewart Jr., president.

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


L BRANDS: Fitch Releases Amended Press Release
----------------------------------------------
Fitch Ratings issued a correction a press release on L Brands Inc.
published on June 10, 2016. It includes a Summary of Financial
Statement Adjustments.

The revised press release is as follows:

Fitch Ratings has assigned a 'BB+/RR4' rating to L Brands, Inc.'s
$700 million issue of 20-year senior guaranteed notes. The proceeds
from the issue will be used to pay down the company's $700 million
in 6.9% senior guaranteed notes due July 2017.

                       KEY RATING DRIVERS

The ratings reflect L Brands' strong brand recognition and dominant
market positions in intimate apparel and personal care and beauty
products and strong operating results that is characteristic of an
investment grade profile.  While credit metrics have been
reasonable, with leverage at or slightly below 3.5x since 2010, the
'BB+' rating takes into consideration the company's track record of
shareholder-friendly activities which could push leverage above
this range.

L Brands' strong business profile is anchored by its two flagship
brands, Victoria's Secret (approximately 63% of sales and EBITDA
including the Victoria's Secret direct business) and Bath & Body
Works (approximately 30% of sales and 39% of EBITDA); a strong
direct business (16% of total revenue); and a growing international
footprint.  The company's strong comparable store sales (comps)
trends since the recession have been driven by relevant and
attractive product offerings and a loyal customer base.  Comps
increased 5% in 2015, following a 2% increase in 2013 and 4% in
2014.  In addition to positive operating leverage from strong comps
growth, the company has driven margin growth through efficient
inventory and expense management.  EBITDA margins in the 20%+ range
compare favorably to the broader retail average in the low teens.

Fiscal years 2016 and 2017 are expected to be negatively impacted
by the company's recent actions at Victoria's Secret to streamline
operations as well as investments related to grow China as a
company-operated market (previously franchised).  Notably, the
company is eliminating certain merchandise categories such as
swimwear and certain apparel categories representing a total of
$525 million in volume (4% of total sales) beginning mid-2016.  As
a result, Fitch expects 2016 revenue growth to be flattish on
negative low-single digit comps and 4% square footage growth, while
2017 comps could be in the 1% - 2% range due to swimwear/apparel
volume loss.  The combination of negative comps, margin deleverage
on inventory clearance activity, and investments in the China
rollout is projected to yield a 3% to 5% decline in EBITDA in 2016
to the $2.6 billion range from $2.7 billion in 2015.  However,
EBITDA margin is expected to remain in excess of 20% in 2016 and
2017.

Fitch expects positive comps and square footage expansion, if
executed successfully, could drive overall top line growth in the
4% range beginning 2017.  The growth of PINK in the U.S., which
could be a $3 billion business over the next few years from
approximately $2.5 billion currently, and the inclusion of the full
lingerie lines in expanded Victoria's Secret stores have led to
increased productivity per square foot over the past few years.
International expansion provides a strong top line and profit
opportunity by allowing the company to diversify outside of mall
based locations and reduce operational and execution risks through
its substantially franchised model (outside of the UK and Canadian
markets).

                          KEY ASSUMPTIONS

   -- Fitch expects L Brands to produce comps (excluding its
      direct business) in the negative 1% - 3% range in 2016,
      improving to the 1% - 2% range in 2017;

   -- Square footage expansion, if executed successfully, could
      drive overall top line growth to flattish in 2016 and in the

      3% to 5% range thereafter;

   -- Free cash flow (FCF) after regular dividends of negative
      $100 million to breakeven after regular dividends over the
      next two to three years given increased capex spend;

   -- Capex is expected to increase to $950 million in 2016 from
      $727 million in 2015 reflecting new store constructions and
      square footage expansion and stay in that range thereafter;

   -- Maintain a leverage profile in the mid-3x range with future
      debt funded special dividends or share buybacks potentially
      pushing leverage higher than the 3.3x in 2015.

                       RATING SENSITIVITIES

A positive rating action would require both the continuation of
positive operating trends and a public commitment to maintain
financial leverage in the low 3x range.

A negative rating action could be driven by a trend of negative
comps and/or margin compression from fashion misses, execution
missteps or loss of competitive traction.  A larger than expected
debt-financed share repurchase or special dividend and/or leverage
rising to approximately 4x would be negative for the rating.

                   LIQUIDITY AND DEBT STRUCTURE

Liquidity is strong, supported by a cash balance of $1.27 billion
as of April 30, 2016, and the company's $1 billion revolving credit
facility.  The company has a comfortable maturity profile,
staggered over many years.  Fitch considers refinancing risk low
given L Brands' strong business profile, favorable operating
trends, and reasonable leverage.

Fitch expects FCF after regular dividends of negative $100 million
to breakeven after regular dividends over the next two to three
years given increased capex spend.  Fitch assumes regular dividends
will be increased by 20% to 25% annually, in line with the last few
years.  Capex is expected to increase to $950 million in 2016 from
the $700 million range annually in 2014 - 2015, reflecting new
store constructions and square footage expansion to primarily
support PINK and international growth (square footage to grow by
approximately 4% in 2016).

Lease-adjusted leverage stood at 3.3x as of Jan. 30, 2016.  Fitch
expects the company to maintain a leverage profile in the mid-3x
range, and fund dividends and share repurchases with FCF and
potential debt issuances.  The company's shareholder-friendly
posture is a key constraint to the rating.

FULL LIST OF RATING ACTIONS

Fitch currently rates L Brands as:

   -- Long-term IDR 'BB+';
   -- Secured bank credit facility 'BBB-/RR1';
   -- Senior guaranteed unsecured notes 'BB+/RR4';
   -- Senior unsecured notes 'BB/RR5'.

The Rating Outlook is Stable.


LABORATORIO ACROPOLIS: Hires Irizarry as Counsel
------------------------------------------------
Laboratorio Acropolis, Inc., seeks authority from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ Gloria
M. Justiniano Irizarry as counsel to the Debtor.

Laboratorio Acropolis requires Irizarry to:

   a. examine documents of the Debtor and other necessary
      information to submit schedules and Statements of Financial
      Affairs;

   b. prepare the Disclosure Statement, Plan of Reorganization,
      records and reports as required by the Bankruptcy Code and
      the Federal Rules of Bankruptcy Procedure;

   c. prepare applications and proposed orders to be submitted to
      the bankruptcy court;

   d. identify and prosecute claims and causes of action
      assertable by the Debtor-in-Possession on behalf of the
      estate;

   e. examine proof of claims filed and to be filed in the case
      and the possible objections to certain of such claims;

   f. advise the Debtor-in-Possession and prepare documents in
      connection with the ongoing operation of Debtor's business;

   g. advise the Debtor-in-Possession and prepare documents in
      connection with the liquidation of the assets of the
      estate, if needed, including analysis and collection of
      outstanding receivables; and

   h. assist and advise the Debtor-in-Possession in the discharge
      of any and all duties imposed by the applicable
      dispositions of the Bankruptcy Code and the Federal Rules
      of Bankruptcy Procedure.

Irizarry will be paid at these hourly rates:

     Gloria M. Justiniano Irizarry             $200
     Associates                                $125
     Paralegal                                 $50

Irizarry will be paid a retainer in the amount of $3,800.

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

Gloria M. Justiniano Irizarry, Esq., assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

Irizarry can be reached at:

     Gloria M. Justiniano Irizarry, Esq.
     Ensanche Martinez, Calle A. Ramirez Silva 8
     Mayaguez, PR 00680
     Tel: (787) 831-2577
     E-mail: justinianolaw@gmail.com

                     About Laboratorio Acropolis

Laboratorio Acropolis, Inc., based in Hatillo, PR, filed a Chapter
11 petition (Bankr. D.P.R. Case No. 16-04609) on June 9, 2016.
Gloria Justiniano Irizarry, Esq., as bankruptcy counsel.  In its
petition, the Debtor estimated assets of $0 to $50,000 and
estimated liabilities of $1 million to $10 million. The petition
was signed by Rebeca Maldonado Bidot, president.


LANAI HOLDINGS III: Moody's Lowers Corporate Family Rating to B3
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Lanai Holdings
III, Inc., including the Corporate Family Rating to B3 from B2 and
the Probability of Default Rating to B3-PD from B2-PD. Moody's also
downgraded the ratings on the company's senior secured first lien
credit facilities to B2 from Ba3, and the rating on the senior
secured second lien credit facilities to Caa2 from Caa1. The
proceeds from the senior secured 1st lien and 2nd lien term loans
and contribution of common equity, will fund the acquisition of
Performance Health, refinance existing debt, and pay transaction
fees and expenses. The first lien term loan was upsized by $330
million and the second lien term loan was upsized by $120 million
in connection with this transaction. The outlook is stable.

The downgrade follows Lanai's announcement that it plans to acquire
Performance Health in a transaction that will more than double the
company's debt and significantly increase its financial leverage.
This in part reflects the transaction's rich acquisition price.
Moody's expects that pro forma for the acquisition, Lanai's
adjusted debt to EBITDA will increase to over 7.0 times (excluding
synergies). That said the combined company will have increased
scale and offer a broad portfolio of products and have a good
supplier, distributor and retail network. Moody's expects that this
will improve operating earnings and cash flow. Management expects
the acquisition to close in late July.

The following ratings were downgraded:

Lanai Holdings III, Inc.

Corporate Family Rating to B3 from B2

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

Senior Secured First Lien Revolver (inclusive of $30 million
add on) to B2 (LGD 3) from Ba3 (LGD 3)

Senior Secured First Lien Term Loan (inclusive of $330 million
add on) to B2 (LGD 3) from Ba3 (LGD 3)

Senior Secured Second Lien Term Loan (inclusive of $120 million
add on) to Caa2 (LGD 5) from Caa1 (LGD 5)

The rating outlook is stable.

RATINGS RATIONALE

The B3 Corporate Family Rating reflects Lanai's high pro forma
financial leverage in excess of 7.0x times, its small scale
compared to other broad line medical distributors, as well as its
focus on the US rehabilitation market as a vehicle for growth. The
rating also reflects ongoing execution risks as the company
completes its transition as a standalone company after being spun
off from Patterson Companies in 2015. It also reflects the
integration risks associated with the acquisition of Performance
Health.

The rating is supported by Lanai's leadership in the distribution
of physical therapy rehabilitative and sports medicine equipment
and supplies, as well as stronger profitability and cash flow
expected from products manufactured and sold at Performance Health.
A signficant percentage of Lanai's revenues are consumables and a
significant percentage of Performance Health sales are from single
use products. These products are generally lower cost per unit, are
frequently used and re-ordered producing a fairly stable recurring
revenue stream. In addition, Lanai benefits from favorable long
term industry dynamics, underscored by rising demand due to the
aging population in the U.S.

Lanai's EBITDA margin will remain higher than typical distributors,
due in part to its higher-margin proprietary product portfolio.
Better margins will lead to higher free cash flow given the
company's relatively modest capital spending (excluding one-time
carve-out related expenses). Moody's expects Lanai to maintain good
liquidity.

The stable outlook reflects Moody's expectations that Lanai will
reduce financial leverage from high pro-forma levels. The stable
outlook also incorporates Moody's expectation that the company will
not pursue additional debt financed acquisitions or shareholder
initiatives until leverage is reduced.

Moody's could downgrade the ratings if Lanai experiences major
operational disruptions or other challenges as it completes its
transition as a standalone company. Moody's could also downgrade
the ratings if the company fails to reduce leverage from high
pro-forma levels, or if free cash flow is negative. Deterioration
in liquidity for any reason could also result in a rating
downgrade.

Moody's could upgrade if the company reduces debt/EBITDA to below
5.5x, maintains its leading market position, increases its scale,
and diversifies its business.

Lanai, through its ownership of Patterson Medical, is a specialty
distributor serving the rehabilitation supply market. Upon close of
its acquisition of Performance Health, the company will also be a
marketer and manufacturer of branded health, wellness and self-care
products both in the US and international markets. The company is
primarily owned by private equity firm Madison Dearborn Partners
and is expected to generate annual revenues in excess of $600
million.


LANGUAGE LINE: S&P Affirms 'B' CCR, Outlook Remains Stable
----------------------------------------------------------
S&P Global Ratings said that it affirmed its 'B' corporate credit
rating on interpretation service provider Language Line Holdings
LLC.  The rating outlook remains stable.

At the same time, S&P raised its issue-level rating on the
company's senior secured first-lien credit facility (which includes
a $42.5 million revolving credit facility) and revised the recovery
rating to '2' from '3'.  The '2' recovery rating indicates S&P's
expectation for substantial recovery (70%–90%; lower half of the
range) of principal in the event of a payment default.

S&P also affirmed its 'CCC+' issue-level rating on the company's
$160 million senior secured second-lien term loan.  The '6'
recovery rating is unchanged, indicating S&P's expectation for
negligible recovery (0%–10%) of principal in the event of a
payment default.

"The rating actions reflect the company's lower outstanding
first-lien term loan balance due to mandatory amortization and
voluntary repayments, which, since the June 2015 refinancing, have
reduced the outstanding balance by about $40 million to $443
million as of March 31, 2016," said S&P Global Ratings credit
analyst Dylan Singh.

The stable rating outlook reflects S&P's expectation that Language
Line will maintain adequate liquidity, with an at least 15% EBITDA
margin of compliance against it financial covenants, and it will
continue to maintain its operating performance, including OPI
minute growth, resulting in adjusted EBITDA margins improving to
about 37% and leverage continuing to decline over the next 12
months.

S&P could raise the corporate credit rating if it is convinced that
the company can maintain leverage under 5x on a sustained basis
through a firm commitment toward a less aggressive financial
policy.  This would likely require continued revenue and earnings
growth and meaningful debt repayment.

S&P could consider lowering the rating if the company's EBITDA
margin of covenant compliance decreases to less than 15%.  This
could occur if the company's operating performance deteriorates or
if it makes a large debt-financed distribution or acquisition.


LAREDO HOUSING: S&P Revises Outlook on 'B' Rating to Negative
-------------------------------------------------------------
S&P Global Ratings revised the outlook on its 'B' rating on Laredo
Housing Finance Corp., Texas' series 1994 single-family mortgage
revenue bonds to negative from stable.

The negative outlook reflects the rating service's opinion of the
continuing decline in the asset-to-liability parity ratio.

S&P Global Ratings also affirmed its 'B' rating on the debt.

"As the issuer continues to amortize or prepay the securities, we
expect parity to continue to decline more rapidly.  We, however, do
not believe there will be sufficient assets to pay the full and
timely debt service on the bonds until maturity," said S&P Global
Ratings credit analyst Renee Berson.  "Therefore, we expect to
lower the rating at some point in the future as a default becomes
imminent."

Ginnie Mae mortgage-backed securities and Fannie Mae pass-through
certificates secure the bonds.


LEN-TRAN INC: Seeks to Hire Hill Barth as Accountant
----------------------------------------------------
Len-Tran, Inc. seeks approval from the U.S. Bankruptcy Court for
the Middle District of Florida to hire Hill, Barth & King, LLC as
its accountant.

The services to be provided by the firm include providing
accounting services to the Debtor in connection with its Chapter 11
case, and the preparation of tax returns.

Hill Barth's current hourly rates range from $80 to $325.

William North II, CPA, 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:

     William North II
     Hill, Barth & King, LLC
     1727 Second Street, Suite B
     Sarasota, Florida 34236
     Phone: (941) 957-4242
     Fax: (941) 366-4296

                       About Len-Tran Inc.

Len-Tran, Inc., dba Turner Tree & Landscape, based in Bradenton,
Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
16-04145) on May 13, 2016.  Elena P Ketchum, Esq., at Stichter,
Riedel, Blain & Postler, P.A., serves as counsel to the Debtor.  
In its petition, the Debtor estimated $1 million to $10 million
in both assets and liabilities.  The petition was signed by
Darrell Turner, president.


LHP HOSPITAL: S&P Raised CCR to 'B', Then Subsequently Withdrawn
----------------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on Plano,
Texas–based acute-care hospital operator LHP Hospital Group Inc.
(LHP) to 'B' from 'B-'.  The outlook is stable.

S&P is subsequently withdrawing all ratings on LHP, including
operating subsidiary LHP Operations Co. LLC's senior secured debt
ratings, because the company has refinanced its debt into a
structure that will not be rated.

"Our rating actions follow better-than expected operating results
over the past few quarters, giving us greater confidence that the
company will generate positive free cash flow and maintain leverage
below 5x over time," said S&P Global Ratings credit analyst Matthew
O'Neill.  The improvement in operating performance reflects
consistent volume growth along with cost-saving initiatives at its
facilities that has resulted in sustained EBITDA growth and
improvement in credit measures.  However, S&P believes LHP's
hospital portfolio remains small and undiversified, which leaves it
exposed to both local market risk and reimbursement risk.  S&P
expects acquisitions will remain a use of cash over time.


LIFEPOINT HEALTH: Fitch Affirms 'BB' IDR, Outlook Stable
--------------------------------------------------------
Fitch Ratings has affirmed LifePoint Health Inc.'s ratings,
including the 'BB' Issuer Default Rating.  The Rating Outlook is
Stable.  The ratings apply to approximately $2.8 billion of debt at
March 31, 2016.

                        KEY RATING DRIVERS

Decent Balance Sheet Flexibility: At 3.8x total debt/EBITDA at
March 31, 2016, LifePoint's leverage is amongst the lowest in the
for-profit hospital industry, commensurate with the decent
financial flexibility required for the 'BB' rating.  The strength
of the balance sheet provides the company with flexibility to
pursue a growth-through-acquisition strategy; Fitch believes the
company could increase debt to fund larger hospital purchases as it
grows in size.

Acquisitions Improve Mix: LifePoint remains primarily a rural
market operator, but the company has recently been deploying
capital to buy hospitals in faster-growing markets, as well as
making acquisitions to build out the network of facilities in
certain of its existing markets.  This strategy has contributed to
improving organic topline growth, but operating margins have
compressed as the company integrates less profitable acquisitions.

Evolving Business Risk Profile: LifePoint's legacy hospital
portfolio exposes the company to certain operating challenges.
These included high volumes of uninsured patients, seasonal
sensitivity to trends in conditions like the flu, declining levels
of short-stay admissions and a greater macroeconomic sensitivity of
patient demand.  Fitch believes the company's acquisition strategy
should reduce exposure to the types of lower acuity hospital
patient volumes that are highly susceptible to these headwinds.

But Strategy Not Without Challenges: The rapid pace of M&A does
represent some challenges that add risk to the credit profile.
Integrating the newly acquired hospitals is a headwind to
profitability since the company's typical target is a
not-for-profit community hospital that operates with lower margins
than the legacy LifePoint group of hospitals.  Capital expenditure
commitments are a headwind to free cash flow generation (FCF)
generation, and as with any inorganic growth strategy, there is
integration risk.

Headwinds to Cash Generation: Hospital operators can experience an
A/R build up if there is a bureaucratic delay in receiving a
Medicare provider number for a recently acquired hospital.  Due to
the rapid pace of acquisitions, LifePoint has recently experience a
build-up in A/R due to the latter.  Fitch is forecasting a greater
than 50% drop in LifePoint's FCF during 2016, due to increased use
of cash for working capital, higher capital expenditures, and lower
profitability.  Lower profitability is the result of secular
headwinds to profitability in the hospital sector (reduced
readmissions, fewer short stay admissions), the integration of less
profitable hospitals, and lower cash payments for demonstrating
meaningful use of electronic health records as the schedule of
federal government payments winds down.

Affordable Care Act Also Supporting Operations: LifePoint operates
in markets that have historically had high exposure to uninsured
patients, contributing to a significant financial headwind from
uncompensated care.  Only 10 of the 22 states in which LifePoint
operates hospitals have so far opted to expand Medicaid programs
(an eleventh, Louisiana, will expand eligibility on July 1), but
the company has experienced a very marked decline in volumes of
self-pay patients that appears to be durable; same-hospital
self-pay admissions dropped 42% in the fourth quarter of 2014
(4Q14), and 11.1% in 4Q15.

KEY ASSUMPTIONS

   -- Fitch expects LifePoint to realize low single-digit organic
      topline growth through the forecast period.  This
      incorporates an assumption that patient volumes will
      continue to suffer from secular headwinds to growth of lower

      acuity cases.  LifePoint's legacy rural hospital markets are

      highly susceptible to this trend;

   -- Fitch forecasts EBITDA of $824 million for LifePoint in
      2016, including the contribution of recent acquisitions, and

      Year-end leverage of 3.7x pro forma for recent debt issuance

      activity;

   -- Fitch expects LifePoint's operating EBITDA margin to
      contract by about 140 basis points (bps) in 2016 versus the
      2015 level.  The drop in profitability is primarily related
      to the integration of less profitable acquired hospitals;

   -- Capital expenditures are forecasted at $400 million in 2016;

      higher capital expenditures are related to capital
      commitments at recently acquired hospitals.  In some cases,
      this is project-related spending, which will support future
      EBITDA growth;

   -- FCF margin (CFO less capital expenditures and dividends)
      above 2% and absolute level of annual FCF of about
      $150 million throughout 2018 despite higher capital
      expenditures;

   -- The company deploys cash for both acquisitions and share
      repurchases in 2016-2018; total debt is maintained at a
      level where leverage is consistently below 4.0x.

                       RATING SENSITIVITIES

A downgrade could result from gross debt/EBITDA being maintained
above 4.0x and an FCF margin sustained below 2%; Fitch currently
forecasts a FCF margin of 2% to 2.5%.  LifePoint's liquidity
remains supportive of the 'BB' rating, but a forecasted drop in
profitability and the FCF margin have eroded the margin for error
in the operations at this rating level.  The most likely driver of
a negative rating action is debt funding of capital deployment,
including acquisitions and share repurchases, leading to leverage
sustained above 4.0x.  In addition, difficulty in the integration
of recent acquisitions and the timing and level of funding of
capital projects in new markets could weigh on FCF and the credit
profile.

An upgrade to 'BB+' would be supported by the company operating
with leverage below 3.0x.  Fitch does not believe LifePoint
currently has a financial incentive to operate with leverage at
such a low level, and it is inconsistent with the company's
recently more aggressive stance toward capital deployment for M&A
and share repurchases.

                          LIQUIDITY

The most concerning aspect of LifePoint's liquidity profile is the
forecasted drop in FCF.  The company has adequate sources of
liquidity, the debt maturity profile and debt agreement covenant
compliance are not concerning.  At March 31, 2016, LifePoint's
liquidity included $187 million of cash on hand, $328 million of
available capacity on its bank facility revolving loan and latest
12 months (LTM) FCF of $250 million.  LifePoint's LTM EBITDA to
interest paid was solid for the 'BB' rating category at 7.0x and
the company has ample operating cushion under its bank facility
financial maintenance covenants, which now requires total debt to
be maintained below 5.0x EBITDA.

Debt maturities are manageable.  On June 10, 2016, LifePoint
refinanced its bank facility.  The term loan and revolver
maturities were pushed out to June 2021 from July 2017, and the
revolver was upsized to $600 million.  Some of the terms and
covenants were changed, including a relaxing of the total leverage
financial maintenance covenant.  At current leverage levels,
pricing on the refinanced facility is LIBOR+175 bps.

The terms of the bank agreement give LifePoint significant
flexibility to issue additional debt, including debt secured on a
basis pari passu with the bank agreement.  The company is permitted
to issue incremental term loans or secured notes up to a senior
secured leverage ratio of 3.5x, with an $800 million carveout
permitted regardless of the senior leverage ratio.

The indentures for the three outstanding series of senior unsecured
notes due 2021, 2023 and 2024 allow additional secured debt up to a
secured leverage ratio of 3.5x, plus a carveout of the greater of
$300 million or 6% of total assets.  Above this level, there is a
springing lien provision that would result in the senior notes
becoming equally and ratably secured.  With a secured leverage
ratio of 1.1x at March 31, 2016, LifePoint has significant capacity
for secured debt under all of the debt agreements.

FULL LIST OF RATING ACTIONS

Fitch affirms these ratings:

   -- Issuer Default Rating at 'BB';
   -- Secured bank facility at 'BB+/RR1';
   -- Senior unsecured notes at 'BB/RR4'.

The Rating Outlook is Stable.


LIGHTSTREAM RESOURCES: S&P Cuts CCR to D on Missed Interest Payment
-------------------------------------------------------------------
S&P Global Ratings said it lowered its long-term corporate credit
rating on Lightstream Resources Ltd. to 'D' (default) from 'CCC-'.

At the same time, S&P Global Ratings lowered its issue-level rating
on Lightstream's senior unsecured notes to 'D' from 'C'. The '6'
recovery rating is unchanged and indicates S&P's expectation of
negligible (0%-10%) recovery in a default scenario.

"The downgrade reflects Lightstream's decision not to make an
interest payment on its 9.875% senior secured notes due June 15,
2019, and our belief that the company will not make this payment
before the 30-day grace period ends," said S&P Global Ratings
credit analyst Michelle Dathorne.  S&P expects Lightstream will
likely restructure its debt under bankruptcy protection or a
similar scenario.

A failure to make the interest payment on the 2019 notes before the
30-day grace period ends might constitute a default under some
agreements the company has, which could result in a cross-default
under other agreements.



LIME ENERGY: Hikes Heritage Bank Credit Facility to $10-Mil.
------------------------------------------------------------
Lime Energy Co. entered into an amendment to the Loan and Security
Agreement, dated July 24, 2015, with Heritage Bank of Commerce.
The Second Amendment increased the revolving line of credit to
$10.0 million (from $6.0 million), which the Company may draw upon
from time to time, subject to the calculation and limitation of a
borrowing base, for working capital and other general corporate
purposes.  The line of credit bears variable interest at the prime
rate plus 1.00% and is collateralized by certain assets of the
Company and its subsidiaries including their respective accounts
receivable, certain deposit and investment accounts and
intellectual property.

The Second Amendment also extends the maturity date one year to
July 24, 2018, and requires the Company to achieve revised rolling
four-quarter EBITDA targets, measured as of the last day of each
quarter, as follows: $2,179,000 for the quarter ending March 31,
2016; $2,006,000 for the quarter ending June 30, 2016; $2,437,000
for the quarter ending September 30, 2016; and $3,995,000 for the
quarter ending Dec. 31, 2016.  The Company and the Bank agreed to
negotiate and agree on EBITDA targets for 2017 by Jan. 15, 2017,
absent which all amounts then outstanding would be due and payable
on March 31, 2017.  Similarly, EBITDA targets for 2018 shall be set
by Jan. 15, 2018, or the amounts then outstanding shall become due
and payable on March 31, 2018.  Except as specifically amended and
modified by the Second Amendment, all other terms and conditions of
the Loan Agreement remain in effect.

As previously disclosed, the Company was not in compliance with its
EBITDA covenant as of Dec. 31, 2015.  The Bank has waived the
default.

A full-text copy of the Second Amendment to Loan Agreement is
available for free at https://is.gd/VDIvzP

                        About Lime Energy

Headquartered in Huntersville, North Carolina, Lime Energy Co. --
http://www.lime-energy.com/-- is engaged in planning and
delivering clean energy solutions that assist its clients in their
energy efficiency and renewable energy goals.  The Company's
solutions include energy efficient lighting upgrades, energy
efficient mechanical and electrical retrofit and upgrade services,
water conservation, building weatherization, on-site generation
and renewable energy project development and implementation.  The
Company provides energy solutions across a range of facilities,
from high-rise office buildings, distribution facilities,
manufacturing plants, retail sites, multi-tenant residential
buildings, mixed use complexes, hospitals, colleges and
universities, government sites to small, single tenant facilities.

Lime Energy reported a net loss available to common stockholders of
$4.44 million on $113 million of revenue for the year ended Dec.
31, 2015, compared to a net loss available to common stockholders
of $5.60 million on $58.8 million of revenue
for the year ended Dec. 31, 2014.

As of March 31, 2016, Lime Energy had $47.5 million in total
assets, $38.8 million in total liabilities, $11.05 million in
contingently redeemable series C preferred stock and a total
stockholders' deficiency of $2.27 million.


LINDEN & ASSOCIATES: Taps McDonald Carano as Legal Counsel
----------------------------------------------------------
Linden & Associates, PC seeks approval from the U.S. Bankruptcy
Court for the District of Nevada to hire McDonald Carano Wilson LLP
as its legal counsel.

The Debtor tapped the firm to:

     (a) provide legal advice and assistance relative to the
         administration of its Chapter 11 case;

     (b) represent the Debtor at court hearings;

     (c) assist the Debtor in examining and analyzing the
         conduct of its affairs;

     (d) assist in preparing, reviewing and analyzing all legal
         documents to be filed with the court by the Debtor;

     (e) advise the Debtor about the propriety of third-party
         filings, and, after consultation, take appropriate
         action;

     (f) prepare witnesses and review documents;

     (g) apprise the court of the Debtor's analysis of its
         operations;

     (h) confer with the accountants and any other professionals
         retained by the Debtor;

     (i) assist the Debtor in its negotiations with creditors and
         other parties;

     (j) assist the Debtor in preparing and confirming a plan of
         reorganization;

     (k) provide the Debtor with other services necessary to
         obtain approval of a plan of reorganization; and

     (l) assist the Debtor in evaluating and prosecuting any
         claims that it may have against third parties.

The attorneys designated to represent the Debtor are Ryan Works and
Amanda Perach.  Karen Surowiec is the designated paralegal.

McDonald Carano will seek compensation from the Debtor based on
these rates:

     Ryan J. Works        Partner      $425
     Amanda M. Perach     Associate    $300
     Karen Surowiec       Paralegal    $225

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

McDonald Carano does not represent any interests adverse to the
Debtor or its estate, according to court filings.

The firm can be reached through:

     Ryan J. Works, Esq.
     Amanda M. Perach, Esq.
     McDonald Carano Wilson LLP
     2300 West Sahara Avenue, Suite 1200
     Las Vegas, Nevada 89102
     Telephone Number: (702) 873-4100
     Facsimile Number: (702) 873-9966
     E-mail: rworks@mcdonaldcarano.com
             aperach@mcdonaldcarano.com

                    About Linden & Associates

Linden & Associates, PC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Nev. Case No. 16-12697) on May 17, 2016.


LOCAL CORP: Seeks Chapter 11 Case Dismissal
-------------------------------------------
BankruptcyData.com reported that Local Corporation filed with the
U.S. Bankruptcy Court a motion for an order (1) authorizing the
Debtor to distribute funds to creditors and (2) dismissing the
Chapter 11 case.  The motion explains, "The Debtor with Court
approval sold substantially all of its assets on or about Dec. 1,
2015.  Since then, the Debtor has (i) resolved all claim
objections; (ii) collected more than $2.8 million of cash on
account of receivables excluded from the sale of the Debtor's
assets; and (iii) commenced three preferential transfer actions.
Except for certain receivables that the Debtor is still in the
process of collecting, the Debtor has liquidated all assets of the
estate, but still needs to resolve and/or finalize settlements of
collection matters and other disputes, as well as complete the
prosecution of claims held by the estate against the third parties,
which could increase significantly the pool from which to pay
creditors.  The Debtor is prepared to distribute a significant
portion of the funds to holders of allowed claims pursuant to the
priority scheme set forth in the Bankruptcy Code, and expects to
distribute the balance of funds held in reserve, combined with the
net proceeds realized from the prosecution of litigation claims.
In order to reduce administrative expense in this case, the Debtor,
with the Committee's support, is filing this structured dismissal
motion in lieu of a plan and disclosure statement.  In order to
comply with the Court's order regarding case disposition, the
Debtor is filing this motion by the June 15, 2016 deadline.  By
this motion the Debtors seek authority to pay creditors their pro
rata share of cash available, and dismiss the case, effective on
the date that all orders and judgments relative to the
adjudication, settlement or other resolution of avoidance actions
and other pending disputes become final."

The Court scheduled a July 21, 2016 hearing on the motion,
according to the report.

                      About Local Corporation

Local Corporation, a publicly traded Delaware corporation (NASDAQ
symbol LOCM), is in the business of providing search results to
consumers who are searching online for local businesses, products
and services.  Founded in 1999, the Irvine, California-based
company went public in 2004 and has been one of the fastest growing
online local media businesses for a number of years, and for the
past four years it has been listed by Deloitte on its Technology
Fast 500.  The Company's search results are provided through the
Company's flagship Local.com Web site and through other proprietary
Web sites, and they are also delivered to a network of over 1,600
other Web sites that rely on search syndication services to provide
local search results to their own users.  The Company generates
revenue from ad units placed alongside its search results, which
include pay-per-click, pay-per-call, and display ad units.

The Company reported a net loss of $5.50 million on $83.1 million
of revenue for the year ended Dec. 31, 2014, compared with a net
loss of $10.4 million on $94.4 million of revenue in the prior
year.  The Company's balance sheet at March 31, 2015, showed $36.8
million in total assets, $25.7 million in total liabilities, and
stockholders' equity of $11.2 million.

Local Corp. filed a Chapter 11 bankruptcy petition (Bankr. C.D.
Cal. Case No. 15-13153) in Santa Ana, California, on June 23, 2015.
The Debtor disclosed $16,141,222 in assets and $29,519,418 in
liabilities as of the Chapter 11 filing.

The case is assigned to Judge Scott C. Clarkson.  The Debtor tapped
Winthrop Couchot as counsel.

Robins Kaplan LLP represents as counsel to the Official Committee
of Unsecured Creditors.


LOLETA CHEESE: Ch.11 Trustee Taps Dentons US as Legal Counsel
-------------------------------------------------------------
The Chapter 11 trustee of Loleta Cheese Company, Inc. seeks
approval from the U.S. Bankruptcy Court for the Northern District
of California to hire Dentons US LLP as his legal counsel.

Timothy Hoffman, the bankruptcy trustee, tapped the firm to:

     (a) give advice in connection with his duties under section
         1106 of the Bankruptcy Code and advise the trustee
         regarding proposal of a plan of reorganization;

     (b) assist and advise the trustee on legal aspects involved
         in the investigation, collection and liquidation of
         potential assets of the estate;

     (c) assist and advise the trustee regarding any transfers
         which may be avoidable under the provisions of the
         Bankruptcy Code;

     (d) represent the trustee in litigation he determines is
         necessary;

     (e) assist the trustee in objecting to claims; and

     (f) attend court hearings when necessary.

The current hourly rates charged by the firm range from $445 to
$775.  The hourly rates charged by Dentons members expected to
render most of the services are:

     Michael A. Isaacs    $575
     Charles P. Maher     $575
     Gregg S. Kleiner     $540
     Jennifer C. Hayes    $475

Mr. Maher, Esq., disclosed in a court filing that the firm is a
"disinterested person" and that it does not hold any interest
adverse to the Debtor's estate.

The firm can be reached through:

     Charles P. Maher
     Dentons US LLP
     One Market Plaza
     Spear Tower, 24th Floor
     San Francisco, California 94105
     Telephone: 415-267-4000
     Fax: 415-267-4198
     Email: charles.maher@dentons.com

                        About Loleta Cheese

Headquartered in Loleta, California, Loleta Cheese Company, Inc.,
has been putting out Humboldt County-made cheeses since 1982 and
operates the Cheese Factory, a popular attraction in downtown
Loleta.  It was founded by Bob and Carol Laffranchi.  It currently
employs 21 people.

The Debtor filed a chapter 11 petition (Bankr. N.D. Calif. Case No.
14-11620) on November 19, 2014.  

The petition was signed by Robert E. Laffranchi, president.  The
case is assigned to Judge Alan Jaroslovsky.

At the time of the filing, the Debtor estimated $1 million to $10
million in both assets and debts.


LONGVIEW INTERMEDIATE: Moody's Affirms 'B2' Loan Rating
-------------------------------------------------------
Moody's Investors Service changed the rating outlook on Longview
Intermediate Holdings C, LLC's secured debt to negative from stable
reflecting significantly weaker financial performance compounded by
the recent challenges at its mining segment. Concurrent with the
rating outlook change, Moody's affirmed the B2 rating on the
approximately $298 million senior secured term loan due 2021 and
its $25 million five year senior secured revolving credit facility
due 2020.

RATINGS RATIONALE

The B2 rating reflects the continued uncertainty surrounding the
project's cash flow generating ability owing to the plant's limited
operating history, its position as an entirely merchant generating
facility, as measured by the project's weaker than expected
financial results given the prolonged period of lower power prices,
and recent challenges at the mining segment. These challenges
acknowledge the excellent operating performance at the power plant
since the completion of the rehabilitation program and the
project's current liquidity level which Moody's believes is
sufficient to cover expected shortfalls in the near term. The B2
rating also recognizes that the plant's, age, design and fuel
supply arrangements make it one of the lowest cost and
environmentally friendly coal-plants in PJM, so that when it is
available, it should almost always run. The rating assumes the
completed rehabilitation program will continue to be successful and
that Longview will be able to operate at or close to its originally
designed specifications.

Moody's said, "The negative rating outlook acknowledges the greater
than expected use of existing liquidity during the past year along
with the probability for continuing cash shortfalls during 2016
owing to an ongoing period of lower energy prices. The negative
outlook also factors in the challenges facing Mepco, the mining
segment, which suffered a fatality in January 2016 leading to
several lost production days. Moreover, regulatory issues and a
collapsed roof resulted in significant production disruptions
during the quarter resulting in output being approximately 30% less
than budget. We understand that the Mine Safety and Health
Administration (MSHA) and the Pennsylvania Department of
Environmental Protection (PADEP) have approved Mepco's mining plan
revisions and equipment modifications intended to address
conditions that may have contributed to the fatality and roof
collapse. As such, Mepco had to purchase third party coal in order
to meet its delivery requirements during the 1Q 2016. Management
anticipates productivity at the mining business improving
throughout the year as operations assimilated to adjustments per
regulatory requirements; however it still expects to purchase third
party coal to meet a portion of its commitments for the remainder
of the year."

A contributing factor to the negative outlook is the going concern
discussion in Longview's FY 2015 audited financials. Of particular
concern is the ability of Longview to satisfy a financial covenant
(requiring its debt service coverage ratio to be at least 1.10x)
that commences December 31, 2016, and continues quarterly
thereafter. Management believes that it will be able to meet the
financial covenant even with the challenges facing the issuer over
the next several months due in large part to the components of the
financial covenant definition that excludes major maintenance
expenses paid from the voluntary major maintenance reserve account
and includes cash balances transferred into the revenues account.
As of 3/31/2016, Longview had a major maintenance reserve cash
balance of $7 million, and a cash account balance of $28 million
(including unused cash collaterized L/Cs).

On the positive side, Longview has successfully completed its
rehabilitation plan in November 2015 on time and on budget and
according to management, recent plant inspections have demonstrated
a 155 day winter run under excellent conditions. In the first
quarter of 2016, the all-in heat rate was 8,948 versus a budgeted
8,802 and the capacity factor was 94.5% versus 95.3%. This is
viewed positively given the major challenges previously experienced
by the power plant. However it is still a fairly short operating
track record.

That said, financial performance for the 1Q 2016 was well below
budget primarily owing to lower power prices than previously
anticipated as well as the above mentioned coal mine disruptions.
The mild winter and low natural gas prices depressed energy prices
during the quarter with a realized energy price for the quarter
being nearly 1/3 lower than the project's budget. In short,
Longview now expects to generate negative cash flow of about $13
million which will be satisfied by internal liquidity sources.

As of March 31, 2016, the project had $59 million of available
liquidity (net of $16.4 million of funded L/Cs) consisting of $15
million of remaining availability under the $25 million revolving
line of credit, $19 million of cash on hand, $12.2 million
restricted in a debt service reserve fund as well as an additional
$3.7 million in other restricted cash.

Moody's said, "The rating could face downward pressure if weak
commodity prices persist during the next several quarters causing
liquidity to decline beyond levels currently envisioned, if we
believe that there will be a financial covenant violation at
year-end 2016 or during 2017, if the power plant consistently
underperforms post rehabilitation, or if the mining segment
operations does not improve as expected."

In light of the negative rating outlook, limited prospects exists
for the rating to be upgraded. The rating could stabilize if future
power prices increase substantially from current levels enabling
Longview to comfortably meet the financial covenant on a sustained
basis and causing more rapid debt pay down than currently
anticipated.

Longview is a special purpose entity that owns and operates a 700
MW supercritical pulverized coal-fired power plant located in
Maidsville, West Virginia, just south of the Pennsylvania border
and approximately 70 miles south of Pittsburgh. The plant's energy
and capacity is sold entirely on a merchant basis into PJM's
wholesale energy and capacity markets. Coal for the project is
provided at cost from an adjacent mine owned and operated by
Longview's affiliate Mepco Intermediate Holdings, LLC (Mepco).
Water for the project is drawn from the Monongahela River, via a
pipeline and treatment facility constructed by Dunkard Creek Water
System LLC (Dunkard), another Longview affiliate. Mepco and Dunkard
are both subsidiaries of Longview's parent, Longview Intermediate
Holdings and are part of the collateral package pledged to the
Longview lenders.


M SPACE: Gordon Brothers to Dispose Assets of Business
------------------------------------------------------
Gordon Brothers Group, a global advisory, restructuring and
investment firm specializing in the industrial, consumer products
and retail sectors, on June 14, 2016, disclosed that it will begin
the immediate disposition of assets formerly owned by M Space
following the firm's bankruptcy filing in late-May.  M Space is a
modular building firm specializing in permanent and temporary
prefabricated building types ranging from small temporary buildings
to large multi-story complexes.

The assets available for purchase include over 2,400 floors of
custom built modular buildings and complexes.  These items have
applications in construction, education, government,
laboratory/research and public safety.  In addition, there are a
number of buildings currently under lease that can be assumed by
the buyer.

"We expect this to be a short sale since we have already received
strong responses from interested buyers," stated Robert Maroney,
President of the Commercial & Industrial Division of Gordon
Brothers Group.  "These units have been well maintained and are
used in a variety of sectors.  We look forward to making them
available to buyers from a multitude of industries," he added.

The assets will be sold via negotiated sales.  For inquiries,
please contact mspace@gordonbrothers.com or 617-422-7832 or visit
modularinventory.com

                   About Gordon Brothers Group

Founded in 1903, Gordon Brothers Group --
http://www.gordonbrothers.com/-- is a global advisory,
restructuring and investment firm specializing in the retail,
consumer products, industrial and real estate sectors.  Gordon
Brothers Group maximizes value for both healthy and distressed
companies by purchasing or selling all categories of assets,
mitigating leases, appraising assets and operating businesses for
extended periods.  Gordon Brothers Group conducts over $70 billion
worth of transactions and appraisals annually.  As of November
2014, debt financing is provided by Gordon Brothers Finance
Company.

                     About M Space Holdings

M SPACE, a modular building company, utilizes modular construction
to provide custom and traditional, permanent and temporary, new and
used prefabricated buildings.  Projects range from small temporary
buildings to large multi-story complexes.  The firm serves various
industries such as education, healthcare, retail and hospitality,
government, laboratory/research, public assembly, lodging and
housing, general business and office, corrections and public safety
with portable buildings, permanent modular buildings and
manufactured homes.

                     About M Space Holdings

M Space Holdings, LLC, is a provider of turnkey complex modular
space solutions.  The Debtor sought protection under Chapter 11 of
the Bankruptcy Code in the U.S. Bankruptcy Court for the District
of Utah (Salt Lake City) (Case No. 16-24384) on May 19, 2016.  The
petition was signed by Jeffrey Deutschendorf, chief executive
officer and president.

The case is assigned to Judge Joel T. Marker. The Debtor's asset
Liquidator is Gordon Brothers Commercial & Industrial, LLC.

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


MAXUS ENERGY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

       Debtor                                      Case No.
       ------                                      --------
       Maxus Energy Corporation                    16-11501
       10333 Richmond Avenue, Suite 1050
       Houston, TX 77042

       Tierra Solutions, Inc.                      16-11502
       Maxus International Energy Company          16-11503
       Maxus (U.S.) Exploration Company            16-11504
       Gateway Coal Company                        16-11505

Type of Business: Oil and Gas

Chapter 11 Petition Date: June 17, 2016

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtors' Local Counsel: Blake M. Cleary, Esq.
                        Joseph M. Barry, Esq.
                        Justin P. Duda, Esq.
                        Travis G. Buchanan, Esq.
                        YOUNG CONAWAY STARGATT & TAYLOR, LLP
                        Rodney Square
                        1000 North King Street
                        Wilmington, Delaware 19801
                        Tel: (302) 571-6600
                        Fax: (302) 571-1253
                        E-mail: mbcleary@ycst.com
                                jbarry@ycst.com
                                jduda@ycst.com
                                tbuchanan@ycst.com

Debtors'
General  
Counsel:                James M. Peck, Esq.
                        Lorenzo Marinuzzi, Esq.
                        Jennifer L. Marines, Esq.
                        Jordan A. Wishnew, Esq.
                        MORRISON & FOERSTER LLP
                        250 West 55th Street
                        New York, New York 10019
                        Tel: (212) 468-8000
                        Fax: (212) 468-7900
                        E-mail: jpeck@mofo.com
                                lmarinuzzi@mofo.com
                                jmarines@mofo.com
                                jwishnew@mofo.com

Debtors                
Financial
Advisor:                ZOLFO COOPER, LLC

Debtors'               
Claims &
Noticing
Agent:                  PRIME CLERK LLC

Estimated Assets: $1 million to $10 million

Estimated Debts: $100 million to $500 million

The petition was signed by Jose Daniel Rico, president and chief
executive officer.

Consolidated List of Debtors' 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Brown and Caldwell, Inc.               Trade            $170,000

Entact, LLC                            Trade            $170,000
trapp@entact.com

Viasant, LLC                           Trade             $80,000
mrheintgen@viasant.com

Portland State University              Trade             $55,000
spa.green@pdx.edu

The Woods Hole Group, Inc.             Trade             $50,000
bhamilton@whgrp.com

EA Engineering, Science, and           Trade             $42,500
Technology, Inc.

Yu & Associates                        Trade             $40,000

Normandeau Associates, Inc.            Trade             $30,000

Hach Excavating & Demolition, Inc.     Trade             $25,400

Field & Technical Services, LLC        Trade             $25,000

University of Illinois                 Trade             $25,000
gcopostuiuc@uillinois.edu

McGriff Seibels & Williams Inc.        Trade             $25,000

Occidental Chemical Corporation       Indemnity          Unknown

Pension Benefit Guaranty Corp.        Employee           Unknown
                                      Benefits

Aetna, Inc.                            Employee          Unknown
                                       Benefits

United States                         Regulatory         Unknown
Environmental
Protection Agency

New Jersey                            Regulatory         Unknown
Department of
Environmental
Protection

Kentucky                              Regulatory         Unknown
Department of
Environmental
Protection

Ohio                                  Regulatory         Unknown
Environmental
Protection Agency

Wisconsin                             Regulatory         Unknown
Department of
Natural
Resources


MAXUS ENERGY: Files for Bankruptcy Protection in Delaware
---------------------------------------------------------
In an attempt to put an end to their longstanding indemnification
obligations as well as the related environmental litigation that
has burdened them for the past decade, Maxus Energy Corporation and
four of its subsidiaries filed voluntary petitions for
reorganization under Chapter 11 in the U.S. Bankruptcy Court for
the District of Delaware on June 17, 2016.  The Debtors intend to
use the breathing spell afforded by the Bankruptcy Code to decide
whether their existing environmental remediation operations and oil
and gas operations can be restructured as a sustainable,
stand-alone enterprise.

The bankruptcy filing came after Maxus reached an agreement with
YPF SA, its ultimate parent, relating to liabilities resulting from
the contamination of Passaic River.  YPF is not part of the
bankruptcy filing.

Based in Dallas, Texas, the Debtors' business is comprised of three
principal components: (i) management of various oil and gas-related
interests held by Maxus and its wholly-owned subsidiaries, (ii)
environmental remediation management services by Tierra Solutions,
Inc., which also holds title to certain real estate properties, and
(iii) management of legacy employee benefit obligations to retired
former employees.

In its bankruptcy petition, Maxus reported assets in the range of
$1 million to $10 million and liabilities of up to $500 million.
The Debtors' liabilities fall primarily into the following general
categories: (a) historical environmental liabilities; (b) other
legal liabilities; and (c) employee benefits plans.  Occidental
Chemical Corporation (OCC) is the Debtors' largest unsecured
creditor.  As of the Petition Date, Maxus has no outstanding
secured or unsecured funded debt, and does not have a credit
facility with any lender.

In 1986, Maxus, formerly known as Diamond Shamrock Corporation,
sold its chemicals business to OCC in order to focus its business
on the petroleum industry.  As part of the Stock Purchase
Agreement, Maxus agreed to indemnify OCC from and against certain
liabilities relating to Maxus' business or activities prior to the
Sept. 4, 1986, closing date, including certain environmental
liabilities relating to chemical plants and waste disposal sites
used by Maxus.

According to Javier Gonzalez, Maxus' vice president, general
counsel and corporate secretary, Maxus (through its affiliate,
Tierra) has regularly performed its indemnification obligations to
OCC in accordance with the SPA since 1986.  Those efforts have led
to the successful remediation of a number of contaminated
industrial sites throughout the country.  He noted that over the
past 30 years, Maxus has provided approximately $755 million worth
of remediation services both to OCC as well as other parties, which
includes remedial investigation, feasibility studies, and
remediation work at Superfund sites across the country.

However, Mr. Gonzalez noted, as a result of changes in
environmental laws, shifts in U.S. Environmental Protection Agency
enforcement priorities, advances in scientific knowledge about
hazardous substances, and new information regarding environmental
contamination at a number of legacy Superfund sites over the last
thirty years, the ongoing remediation obligations have placed an
enormous strain on the Debtors' finances.

In light of the Debtors' dependence on YPF for financial support,
together with the Debtors' exposure to significant environmental
contingencies, the Debtors' external auditor noted in its
Independent Accountants Auditors' Report (dated March 3, 2016) with
respect to the consolidated financial statements of Debtors'
immediate parent company, that the Debtors' ability to continue as
a going concern is in doubt.

                        Settlement Agreement

Over the past ten years, certain of the Debtors, as well as OCC,
have been defendants in litigation before the New Jersey state
courts in which the N.J. Department of Environmental Protection
sought compensation from OCC and the other defendants for
environmental contamination of the Passaic River that dates back
for over a century.  NJDEP settled with the defendants, including
certain of the Debtors, but cross-claims among the defendants
(including, but not limited to, OCC, YPF and Maxus) remain, and one
theory of damages being pursued by OCC is that YPF and Maxus are
alter egos on account of their historical dealings.  Through these
claims, OCC seeks to extend to YPF a contractual indemnity
obligation that Maxus has been held to owe to OCC.

In light of these claims and developments in the Passaic River
Litigation, approximately one year ago, two special independent
directors were appointed to Maxus' board of directors in order to
review and assess the historical transactions, interrelationships
and course of dealing between Maxus and YPF, and identify potential
claims arising in relation to those transactions and
relationships.

Prior to the Petition Date, the Debtors alleged that certain claims
exist or may arise in the future against YPF, YPF International
S.A., the Lender, CLH Holdings, Inc., and YPF Services USA Corp.
related to the corporate relationship between the Debtors and the
YPF Entities, including claims based on theories of fraudulent
transfer and avoidance, and veil piercing and alter ego liability.
The YPF Entities disputed the Debtors' allegations and asserted
that they may have claims against the Debtors for contribution,
defaulted loans, and loan forgiveness.

Maxus and YPF negotiated a settlement to resolve any and all claims
that the Debtors may have against YPF and its affiliates arising
from or related in any way to the Debtors or their business or
assets.  Pursuant to the terms of the Settlement and Release dated
June 17, 2016, with YPF and certain of its affiliates, YPF will
fund the Debtors' estate with $130 million upon the Effective Date
and the dismissal of the Passaic River Litigation as to YPF and its
affiliates.  Moreover, subject to certain milestones, but without
requiring the Settlement Agreement to first be approved by the
Court, YPF will provide the estates with approximately $63.1
million of additional liquidity through a debtor-in-possession
financing facility.

"The DIP Facility will provide adequate funding for the Chapter 11
Cases for twelve months, thereby allowing the Debtors to continue
with their ongoing remediation obligations and ultimately
consummate a value-maximizing reorganization that will benefit
their creditors," Mr. Gonzalez said.

As part of the Settlement Agreement, the Debtors also agreed to
propose a Chapter 11 plan that implements the terms of the
Settlement Agreement.  The Debtors anticipate that a confirmed plan
would distribute the Settlement Agreement consideration and the
value of their assets to their creditors in satisfaction of the
Debtors' liabilities.

                        First Day Motions

Contemporaneously with the petitions, the Debtors have filed a
number of first day pleadings intended to minimize the adverse
impact of the Chapter 11 cases on, and preserve and maximize the
value of, their estates.  Among other things, the Debtors seek the
Bankruptcy Court's authority to obtain post-petition financing, use
existing cash management system, pay obligations to employees and
prohibit utility providers from discontinuing services.  

The Debtors have engaged Young Conaway Stargatt & Taylor, LLP as
local counsel, Morrison & Foerster LLP as general bankruptcy
counsel, Zolfo Cooper, LLC as financial advisor and Prime Clerk LLC
as claims and noticing agent, all are subject to the Bankruptcy
Court's approval.

The Debtors have requested that their cases be jointly administered
under Case No. 16-11501.

A copy of the declaration in support of the First Day Motions is
available for free at https://is.gd/5jeBmH


MAXUS ENERGY: Seeks Joint Administration of Cases
-------------------------------------------------
Maxus Energy Corporation, Tierra Solutions, Inc., Maxus
International Energy Company, Maxus (U.S.) Exploration Company and
Gateway Coal Company asked the Bankruptcy Court to direct joint
administration of their cases under Case No. 16-11501.

The Debtors told the Court that joint administration of the Chapter
11 cases will:

   (a) promote efficiency and ease the administrative burden on
       the Court and all parties-in-interest;

   (b) significantly reduce the volume of paper that otherwise
       would be filed with the Clerk of the Court, because it will
       avoid the preparation, replication, service, and filing, as
       applicable, of duplicative notices, applications, and
       orders;

   (c) render the completion of various administrative tasks less
       costly and will minimize the number of unnecessary delays;

   (d) simplify supervision of the administrative aspects of these
       cases by the Office of the United States Trustee; and

   (e) not prejudice or adversely impact the rights of their
       creditors because the relief sought is purely
       procedural and is not intended to affect substantive
       rights.

                        About Maxus Energy

Maxus Energy Corporation explores and produces oil and natural gas
in the mid-continent region of the United States; and Indonesia and
Ecuador.  The company was founded in 1983 and is based in Dallas,
Texas.  Maxus Energy Corporation operates as a subsidiary of YPF
Holdings Inc.  

On June 17, 2016, Maxus Energy Corporation, along with four of its
affiliates, filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 16-11501).

In its petition, Maxus estimated assets in the range of $1 million
to $10 million and liabilities of up to $500 million.

The Debtors have engaged Young Conaway Stargatt & Taylor, LLP as
local counsel, Morrison & Foerster LLP as general bankruptcy
counsel, Zolfo Cooper, LLC as financial advisor, and Prime Clerk
LLC as claims and noticing agent.


MBIA INSURANCE: S&P Lowers Financial Strength Rating to 'CCC'
-------------------------------------------------------------
S&P Global Ratings said that it lowered its financial strength
rating on MBIA Insurance Corp. (MBIA Corp.) to 'CCC' from 'B'.  The
outlook is negative.

"MBIA Corp.'s liquidity positon is weak, in our view, and absent
favorable developments, the company is not likely to meet all of
its insurance policy obligations in the next 12 months," said S&P
Global Ratings credit analyst David Veno.

On Jan. 20, 2017, the insured notes issued by Zohar II 2005-1 Ltd.
will mature and likely result in the company paying a claim in
excess of $700 million.  The claim payment will be an immediate
payment.  Management's plan to meet MBIA Corp.'s near-term
liquidity needs includes various actions, none of which on its own
would be sufficient to meet the potential claim payment on Zohar
II.  If management is successful in meeting the Zohar II payment,
the company's liquidity will likely remain weak.  MBIA Corp.'s
liquidity position is subject to risks from payment timing on
credit-default swap contracts, second-lien residential
mortgage-backed securities excess spread recoveries and timing of
backlog payment demands, and asset put-back success and recovery
timing.

The negative outlook reflects S&P's view the company's liquidity
position is weak and subject to risks that directly affect its
claims-paying ability.

S&P may lower its ratings if it becomes a virtual certainty the
company will not be able to meet insurance policy obligations.

Given MBIA Corp.'s run-off state and weak liquidity position, S&P
do not expect to raise its rating in the next 12 months.


MEDIASHIFT INC: Exclusive Plan Filing Period Extended to Sept. 26
-----------------------------------------------------------------
The Hon. Sandra R. Klein of the U.S. Bankruptcy Court for the
Central District of California has extended, at the behest of
MediaShift, Inc., and Ad-Vantage Networks, Inc., the exclusivity
period for the Debtors to file a plan of reorganization for 120
days from May 27, 2016, through and including Sept. 26, 2016; and
the exclusivity period for the Debtors to obtain acceptance of a
plan of reorganization for 120 days from July 26, 2016, through
and including Nov. 23, 2016.

As reported by the Troubled Company Reporter on May 31, 2016, the
Debtors the Debtors believe that good cause exists to extend the
exclusivity periods because, as noted in other papers filed with
the Court, the Debtors closed a sale of substantially all of their
assets effective as of Feb. 12, 2016.  After the close of the sale,
the Debtors' assets primarily consist of retained litigation
claims.  Unless there is a recovery on the claims, there likely
will not be sufficient funds to make distributions on allowed
priority and general unsecured claims.  The Official Committee of
Unsecured Creditors is investigating alleged potential litigation
claims against the Debtors' current and former officers and
directors that may be covered by the Debtors' directors and
officers insurance policy.  In furtherance of its investigation of
the Alleged D&O Claims, the Committee has obtained a number of
orders granting motions and approving stipulations for Rule 2004
document productions and examinations.  Some of those document
productions and examinations have taken place, and others are
scheduled to continue through July 2016.

                      About MediaShift, Inc.

MediaShift, Inc., is a digital advertising technology company.  The
Company, through its subsidiaries offers operators of private
internet networks to monetize their audiences through distributed
ad technology platforms and across multiple devices.

MediaShift, Inc., and Ad-Vantage Networks, Inc., filed Chapter 11
bankruptcy petitions (Bankr. C.D. Cal. Lead Case No. 15-25024) on
Sept. 30, 2015.  Rick Baran, the president, signed the petitions.
The Debtors estimated both assets and liabilities of $10 million to
$50 million.

The Debtors have engaged Levene, Neale, Bender, Yoo & Brill L.L.P,
as counsel; Houlihan Lokey Capital, Inc. as financial advisor and
investment banker.

Judge Sandra R. Klein is assigned to the cases.

The Office of the U.S. Trustee appointed four creditors to the
official committee of unsecured creditors.  Danning, Gill, Diamond
& Kollitz, LLP, represents the committee.


MERITAGE HOMES: Fitch Affirms 'BB-' IDR & Revises Outlook to Pos.
-----------------------------------------------------------------
Fitch Ratings has affirmed the ratings for Meritage Homes
Corporation (NYSE: MTH), including the company's Issuer Default
Rating at 'BB-'.  The Rating Outlook has been revised to Positive
from Stable.

                        KEY RATING DRIVERS

The 'BB-' rating for MTH is influenced by the company's execution
of its business model, conservative land policies, geographic
diversity and healthy liquidity position.  The ratings and Outlook
also take into account Fitch's expectation of further moderate
improvement in the housing market in 2016 and 2017 and share gains
by MTH and hence volume outperformance relative to industry trends
even as the market, to a degree, re-focuses on entry level/first
time buyer housing (MTH's new emphasis).

The Outlook revision is prompted by Fitch's expectation that MTH
will approach the 3.5x leverage trigger for an upgrade by year-end
2016 and then sustain below that level in 2017 and 2018.  Coverage
ratios should steadily improve over the next three years as well.
Another trigger, liquidity, is projected to be well above Fitch's
$350 million minimum targets during the next three years.  The
company's new thrust into the entry level plus customer segment
should benefit from a steady upsurge in demographics and customer
demand.  Finally, Fitch is becoming more confident that this
housing up-cycle is likely to last more than another two years.

MTH's sales are reasonably dispersed among its 21 metropolitan
markets within nine states.  During 2015, the company ranked among
the top 10 builders in such markets as Houston, San Antonio and
Austin, TX; Orlando, FL; Phoenix, AZ; Denver, CO; San
Francisco/Oakland/Fremont and Sacramento, CA; and Nashville, TN.
The company also builds in the Central Valley, Inland Empire, and
Riverside/San Bernardino CA; Tucson, AZ; Tampa, FL; Greenville, SC
and Raleigh-Durham and Charlotte, NC.  MTH entered the Nashville,
Tennessee market with its August 2013 acquisition of Phillips
Builders and entered Atlanta, GA and Greenville-Spartanburg, SC
with the acquisition of Legendary Communities in 2014.

Fitch estimates that currently about 20% of MTH's sales are to
entry level buyers; two-thirds of the total are generated from
first and second time trade-up customers; and the balance divided
among active adult buyers and luxury home buyers.

The entry level/first time home buyer has typically represented
about 40% of total industry housing sales (new and existing).
During the housing recovery that segment has remained at
approximately 30% of the total.  Fitch expects this customer
segment will be more vibrant during the remainder of the upcycle
and help spur growth for MTH.  The company has been buying land
over the past year and a half and starting to design and offer town
homes and smaller detached dwellings to serve the more affluent
entry level/first time buyer.  The company's high energy efficient
standards will be helpful in marketing to this customer segment.

                     IMPROVING HOUSING MARKET

Housing activity ratcheted up more sharply in 2015 as compared with
2014 with the support of a generally robust economy throughout the
year.  Considerably lower oil prices restrained inflation and left
American consumers with more money to spend. The unemployment rate
moved lower (5% in 2015).  Credit standards steadily, moderately
eased throughout 2015. Demographics were somewhat more of a
positive catalyst.  Single-family starts rose 10.3% to 715,000 as
multifamily volume grew 11.8% to 397,000. Total starts were just in
excess of 1.1 million.  New home sales increased 14.6% to 501,000.
Existing home volume approximated 5.250 million, up 6.3%.

New home price inflation slimmed with higher interest rates and the
mix of sales shifting slightly more to first time homebuyer
product.  Average new home prices increased 3.7%, while median
prices rose 4.7%.

Sparked by a similarly growing economy the housing recovery is
expected to continue in 2016.  Although interest rates are likely
to be higher, a robust economy, healthy job creation, demographics,
pent-up demand, steep rent increases, and further moderation in
lending standards should stimulate housing activity. More of those
younger adults who have been living at home should find jobs and
these 25- to 35-year-olds should provide some incremental elevation
to the rental and starter home markets. First time buyers should be
able to take advantage of less expensive mortgage insurance and
lenders offering low downpayment programs.  Housing starts should
approximate 1.21 million with single-family volume of 0.797 million
and multifamily starts of 0.413 million.  New home sales should
reach 574,000, up 14.6%. Existing home volume growth should be
low-single digit (+3%).

Average and median home prices should rise 3%-3.5%, higher than
earlier forecasts because of still tight inventories.

2017 could prove to be almost a mirror image of 2016.  Real
economic growth should be similar to this year, although overall
inflation should be more pronounced.  Interest rates will rise
further but demographics and employment growth should be at least
as positive in 2017.  First time buyers will continue to gradually
represent a higher portion of housing purchases as qualification
standards loosen further.  Land and labor costs will inflate more
rapidly than materials costs. Housing starts should total 1.311
million.  Single-family volume should expand 10% to 877,000, while
multi-family starts grow 5% to 434,000.  New home sales should
reach 640,000, up 11.5%.  Existing home sales should gain 4% to
5.625 million.

Average and median home prices should expand 2.0-2.5% in 2017.

                SOME EROSION IN HOME AFFORDABILITY

The most recent Freddie Mac 30 year average mortgage rate (June 9,
2016) was 3.6%, down 6 bps sequentially from the previous week and
19 bps higher than the average rate during the month of January
2013 (3.41%), a low point for mortgage rates.  Current rates are
still below historical averages and help moderate the effect of
much higher home prices during the past few years.  Income growth
has been (and may continue to be) relatively modest.

Nevertheless, there has been some lessening of affordability as the
upcycle in housing has matured.  The Realtor Association's
composite affordability index peaked at 207.3 in the first quarter
of 2012, averaged 176.9 in 2013, 165.8 in 2014, 163.9 in 2015, and
was 162.4 in April 2016.

Erosion in affordability is likely to continue as interest rates
likely head higher in 2016 (as the economy strengthens).  Fitch
projects that mortgage rates will average up to 20 bps higher in
2016.  Home price inflation should moderate a bit this year
reflecting the higher interest rates and the mix of sales shifting
more to first time homebuyer product.  However, average and median
home prices should still rise within a range of 3%-3.5% this year,
higher than earlier forecasts because of still tight inventories,
but still pressuring affordability.

                          TEXAS AND OIL

The much lower oil prices and oil industry lay-offs are of concern.
Texas, MTH's largest state market, represented 37.9% of home
closings and 31.9% of home sales revenues in calendar 2014. The
share of closings and home sales revenues in 2015 were 31% and
27.9%, respectively.  Texas home closings fell 8.9% yoy in 2015,
and much of that occurred in Houston.  However, Texas home closings
rose 5.7% in 1Q16, and state home sales revenues improved 4.8%.  As
of March 31, 2016, Texas unit backlog was up 9.5%, and the value of
backlog was 18.9% ahead of a year ago.

At present MTH's strongest markets in Texas are Dallas and San
Antonio, followed by Austin and Houston.  The Houston market is
most vulnerable to oil and gas, but employment in that sector is
concentrated in certain submarkets.  Other industries, notably
health, continue to generate jobs in Houston.  The Houston and
Texas economies are considerably more diversified than during past
energy downturns.  Only 3%-6% of MTH's Texas home buyers were
employed in oil and gas.

                           LAND STRATEGY

MTH employs conservative land and construction strategies.  The
company typically options or purchases land only after necessary
entitlements have been obtained so that development or construction
may begin as market conditions dictate.

Under normal circumstances MTH has used lot options, and that is
expected to be the future strategy in markets where it is able to
do so.  Use of non-specific performance rolling options gives the
company the ability to renegotiate price/terms or void the option,
which limits downside risk in market downturns and provides the
opportunity to hold land with minimal investment.

However, as of March 31, 2016, only 31.8% of MTH's lots were
controlled through options.  This is a lower than typical
percentage as there are currently fewer opportunities to option
lots and, in certain cases, the returns for purchasing lots
outright are far better than optioning lots from third parties.

Total lots controlled, including those optioned, were 28,429 at
March 31, 2016.  This represents a 4.3-year supply of total lots
controlled based on trailing 12-months deliveries.  On the same
basis, MTH's owned lots represent a supply of 2.9 years.

MTH began to increase its overall land position during the middle
of 2010 following four years of declining lot supply.  The company
spent roughly $236 million on land purchases during 2010, compared
with $182 million during 2009.  In 2011, MTH invested $193 million
in land and $54 million in development.  The company spent $480
million on land and development in 2012.  In 2013 MTH expended $594
million on real estate including $228 million on development
activities.  In 2014, the company committed $705 million to land
and development.  During 2015, MTH spent $490 million on land and
$220 million on development activities.  This year the company may
invest approximately $900 million in real estate activities,
excluding about $200 million in potential land banking.

Debt/Leverage/Cash Flow/Liquidity

MTH successfully managed its balance sheet during the severe
housing downturn, allowing the company to accumulate cash and pay
down its debt as it pared down inventory.  The company had
unrestricted cash and equivalents of $172.2 million at March 31,
2016.  The company's debt totaled $1,119.4 million at the end of
the first quarter 2016.

MTH's debt maturities are well-laddered, with the next debt
maturity in March 2018, when its 4.50% $175 million senior notes
become due.

MTH has been willing to occasionally issue equity.  It issued about
$90 million of common equity during the 3Q 2012.  More recently, in
January 2014 the company issued approximately 2.53 million shares
of common stock for net proceeds of approximately $110 million to
use for working capital, potential expansion into new markets
and/or expansion of existing markets, including the possible
acquisition of other homebuilders or assets, and general corporate
purposes.

In July 2012, MTH entered into an unsecured revolving $125 million
credit facility.  The company has occasionally increased the credit
facility and extended its maturity date.  Most recently, in the
first quarter of 2015, MTH increased the capacity to $500 million.
In July 2015, the maturity date of the credit facility was extended
to July 9, 2019, and the accordion feature was amended to permit
the size of the facility to be increased by $100 million up to a
maximum of $600 million.

Leverage improved during 2013 and 2014 but lost ground in 2015. The
ratio edged down to 4.0x at the end of the first quarter of 2016
from 4.1x at 4Q end 2015.  Leverage was 7.9x in 2012, 3.9x in 2013
and 3.5x in 2014.  Interest coverage, which was 1.7x at
Dec. 31, 2011, improved in 2012 to 4.3x and to 4.7x in 2013 and
then decreased in 2014 (4.5x) and 2015 (4.1x) - reaching 4.0x at
March 31, 2016.  Fitch expects leverage of 3.6x and coverage of
4.7x at the end of 2016.  These metrics should show consistent
improvement in 2017 and 2018 as well.

Like most other builders in the agency's coverage, Fitch expects
MTH will be cash flow negative in 2016.  The company was CFFO
negative $81.8 million in the March 2016 quarter and on an LTM
basis was CFFO negative by $48 million.  In 2015, 2014, 2013, 2012
and 2011, the company was negative CFFO by $3.3 million, $211.2
million, $86.3 million, $220.5 million and $74.1 million,
respectively.

Fitch currently expects MTH will be CFFO negative about $75 million
in 2016.  The company is expected to increase its land and
development spending in 2016 influencing cash flow.  But as the
cycle matures, real estate spending is likely to level out or
decline in 2017/2018 as profits continue to rise and consequently
cash flow likely will turn positive.

Fitch is comfortable with this real estate strategy given the
company's liquidity position and debt maturity schedule.  Fitch
expects MTH over the next few years will maintain liquidity
(consisting of cash and investments and the revolving credit
facility) of at least $350 million, a level that Fitch believes is
appropriate given the challenges/risks still facing the industry.

                         KEY ASSUMPTIONS

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

   -- Industry single-family housing starts improve 11.5%, while
      new and existing home sales grow 14.6% and 3%, respectively,

      in 2016;
   -- MTH's revenues increase high teens and homebuilding EBITDA
      margins decrease about 30 bps this year, largely due to
      increased land and labor costs;
   -- The company's debt/EBITDA approximates 3.6x and interest
      coverage is about 4.7x by year-end 2016;
   -- MTH spends approximately $900 million on land acquisitions
      and development activities this year and will also contract
      with land bankers $200 million or more for access to
      additional developed land;
   -- The company maintains a healthy liquidity position (roughly
      $625 million with a combination of unrestricted cash and
      revolver availability).

                      RATING SENSITIVITIES

Future ratings and Outlooks will be influenced by broad
housing-market trends as well as company specific activity, such as
trends in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels and especially free cash flow trends and
uses, and the company's cash position.

Positive rating actions may be considered if the recovery in
housing is better than Fitch's current outlook and shows
durability; MTH shows sustained improvement in credit metrics (such
as homebuilding debt to EBITDA consistently below 3.5x).  The
company would be expected to maintain a healthy total liquidity
position consisting of cash, short term investments and credit
facility availability (at or above $350 million) through the cycle.


A negative rating action could be triggered if the industry
recovery dissipates; 2015 and 2016 revenues drop significantly,
while pretax profitability approaches 2012/2011 levels; and MTH's
liquidity position falls sharply, perhaps below $250 million as the
company maintains an overly aggressive land and development
spending program.

FULL LIST OF RATINGS

Fitch has affirmed these ratings:

Meritage Homes Corporation
   -- Long-term IDR at 'BB-';
   -- Senior unsecured debt at 'BB-/RR4'.

The Rating Outlook is revised to Positive from Stable.

The Recovery Rating of '4' for Meritage Homes' unsecured debt
supports a rating of 'BB-', and reflects average recovery prospects
in a distressed scenario.


MERRIMACK PHARMACEUTICALS: Stockholders Elect Nine Directors
------------------------------------------------------------
At the 2016 Annual Meeting of Stockholders of Merrimack
Pharmaceuticals, Inc., held on June 14, 2016, the Company's
stockholders:

    1. elected Robert J. Mulroy, Gary L. Crocker, John M. Dineen,
       Vivian S. Lee, M.D., Ph.D., John Mendelsohn, M.D., Ulrik B.
       Nielsen, Ph.D., Michael E. Porter, Ph.D., James H. Quigley
       and Russell T. Ray as directors, each for a one year term
       ending at the Company's 2017 annual meeting of
       stockholders;

    2. approved, on a non-binding advisory basis, the compensation

       of the Company's named executive officers; and

    3. ratified the selection of PricewaterhouseCoopers LLP as the
       Company's independent registered public accounting firm for

       the fiscal year ending Dec. 31, 2016.

                        About Merrimack

Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics.  The Company's
initial focus is in the field of oncology.  The Company has five
programs in clinical development.  In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.

Merrimack reported a net loss of $148 million on $89.3 million of
total revenues for the year ended Dec. 31, 2015, compared to a net
loss of $83.6 million on $103 million of total revenues for the
year ended Dec. 31, 2014.

As of March 31, 2016, Merrimack had $193 million in total
assets, $410 million in total liabilities, $54,000 in
non-controlling interest, and a total stockholders' deficit of
$217 million.


MGM RESORTS: Hosted Analyst and Investor Day
--------------------------------------------
MGM Resorts International hosted its Analyst and Investor Day on
June 16, 2016.  The presentation and webcast is available on the
Company's Web site at http://www.mgmresorts.investorroom.com/under
the Events section.

The presentation includes observations made by management regarding
the Company's financial performance, outlook (including Adjusted
EBITDA and other guidance) and recent developments, including an
increase in the targeted annual Adjusted EBITDA benefit from the
Profit Growth Plan from $300 million to $400 million to be fully
realized by the end of 2017.

                      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.


MIG LLC: Bayard Represents Shenton Park & Liquidator of Caucuscom
-----------------------------------------------------------------
Bayard, P.A., submitted with the U.S. Bankruptcy Court for the
District of Delaware a verified statement in accordance with Rule
2019 of the Federal Rules of Bankruptcy Procedures, stating that
Bayrad appears in the jointly administered case of MIG, LLC, and
ITC Cellular, LLC, on behalf of these parties-in-interest:

      a. Shenton Park Company, Inc.
         Morgan & Morgan Trust Corporation Limited
         P.O. Box 958, Morgan & Morgan Building, Pasea Estate
         Road Twon, Tortoal
         British Virgin Islands

      b. Liquidator of Caucuscom Ventures LP
         Matthew Richardson
         FTI Consulting, 5th Floor, Ritter House, Wickhams Cay II
         Road Town, Tortola
         British Virgin Islands

Shenton Park is the majority limited partner of Caucuscom Ventures
having invested $110 million via Caucuscom Ventures into debtor
MIG, LLC.

Matthew Richardson of FTI Consulting, is the liquidator of
Caucuscom Ventures appointed by the Eastern Caribbean Supreme Court
in the High Court of Justice (Commercial Division) Territory of the
Virgin Islands.  Mr. Richardson is responsible for carrying out the
duties of liquidator in the winding up and dissolution of Caucuscom
Ventures.

Upon information and belief, Bayard does not hold any claims
against or equity interests in any of the Debtors.

Bayard can be reached at:

      BAYARD, P.A.
      GianClaudio Finjzio, Esq.
      222 Delaware Avenue, Suite 900
      Wilmington, Delaware 19801
      Tel: (302) 655-5000
      Fax: (302) 658-6395
      E-mail: gfinizio@bayardlaw.com

                          About MIG LLC

Formerly operating under the name "Metromedia International Group,
Inc.," MIG LLC -- http://www.migllc-group.com/-- owned and   
operated and sold dozens of companies in diverse industries,
including entertainment, photo finishing, garden equipment and
sporting goods, until the late 1990s.  In 1997 and 1998, MIG
consummated the sale of substantially all of its U.S.-based
entertainment assets and began focusing on expanding into emerging
communications and media businesses.  By 2005, all of MIG's
operating businesses were located in the Republic of Georgia and
operated through its subsidiaries.

MIG LLC and affiliate ITC Cellular, LLC, filed for Chapter 11
bankruptcy protection on June 30, 2014.  The cases are currently
jointly administered under Bankr. D. Del. Lead Case No. 14-11605.
As of the bankruptcy filing, MIG's sole valuable asset, beyond its
existing cash, is its indirect interest in Magticom Ltd.  The
cases are assigned to Judge Kevin Gross.  MIG LLC disclosed $15.9
million in assets and $254 million in liabilities.

Headquartered in Tbilisi, Georgia, Magticom is the leading mobile
telephony operator in Georgia and is also the largest telephone
operator in Georgia.  Magticom serves 2.4 million subscribers with
a network that covers 97% of the populated regions in Georgia.
Magticom is owned by International Telcell Cellular, LLC, which is
46% owned by MIG unit ITC Cellular, 51% owned by Dr. George
Jokhtaberidze, and 3% owned by Gemstone Management Ltd.

Formerly known as MIG, Inc., MIG was a debtor in a previous case
(Bankr. D. Del. Case NO. 09-12118). It obtained approval of its
reorganization plan in November 2010.

The Debtors have tapped Greenberg Traurig LLP as counsel, Fox
Rothschild Inc. as financial advisor; Cousins Chipman and Brown,
LLP as conflicts counsel; and Prime Clerk LLC as claims and notice
agent and administrative advisor.  The Debtors have retained
Natalia Alexeeva as chief restructuring officer.

A three-member panel has been appointed in these cases to serve as
the official committee of unsecured creditors, consisting of
Walter M. Grant, Paul N. Kiel, and Lawrence P. Klamon.


MOBIVITY HOLDINGS: Talkot Fund Reports 7.7% Stake as of June 14
---------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Talkot Fund, L.P. reported that as of June 14, 2016, it
beneficially owns 2,522,258 shares of common stock of Mobivity
Holdings representing 7.73 percent of the shares outstanding.  
Thomas B. Akin directly beneficially owns 1,856,833 shares of
Common Stock.  Mr. Akin is the managing member of the general
partner, Talkot Capital, LLC.  A copy of the regulatory filing is
available for free at https://is.gd/VxwbzA

                   About Mobivity Holdings

Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008.  On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger.  Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company.  In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on
Aug. 23, 2012.

Mobivity reported a net loss of $6.13 million on $4.61 million of
revenues for the year ended Dec. 31, 2015, compared to a net loss
of $10.44 million on $4 million of revenues for the year ended Dec.
31, 2014.

As of March 31, 2016, Mobivity had $8.57 million in total assets,
$2.03 million in total liabilities and $6.54 million in total
stockholders' equity.


MONAKER GROUP: Errors Found in 2015 Financial Statements
--------------------------------------------------------
Monaker Group, Inc.'s management, in consultation with the
Company's Board of Directors and the Company's independent auditing
firm, LBB & Associates Ltd., LLP, concluded that the Company's
consolidated financial statements for (a) the year ended Feb. 28,
2015, and (b) the quarters ended May 31, 2015, Aug. 31, 2015, and
Nov. 30, 2015, should no longer be relied upon because of errors in
those financial statements.

Specifically, such Financial Statements failed to accurately set
forth the consequences of the deconsolidation from RealBiz Media
Group, Inc., valuation of the investment in RealBiz and to properly
reflect amounts due to/from affiliates.

The Company plans to amend its Quarterly Reports on Form 10-Q for
the periods ended May 31, 2015, August 31, 2015 and November 30,
2015, to accurately reflect the related party amounts and other
items and to restate its financial statements for the year ended
Feb. 28, 2015, in its Form 10-K for the year ended Feb. 29, 2016.

                      About Monaker Group

Monaker Group, Inc., formerly known as Next 1 Interactive, Inc., is
a digital media marketing company focusing on lifestyle enrichment
for consumers in the travel, home and employment sectors.  Core to
its marketing services are key elements including proprietary
video-centered technology and established partnerships that enhance
its reach.  Video is quickly becoming consumer's preferred method
of searching and educating themselves prior to purchases.
Monaker's video creation technology and film libraries combine to
create lifestyle video offerings that can be shared both to its
customers and through trusted distribution systems of its major
partners.  The end result is better engagement with consumers who
gain in-depth information on related products and services helping
to both inform and fulfill purchases.  Unlike traditional marketing
companies that simply charge for advertising creation, Monaker
holds licenses and/or expertise in the travel, real estate and
employment sectors allowing it to capture fees at the point of
purchase while the majority of transactions are handled by
Monaker's partners.  This should allow the company to capture
greater revenues while eliminating much of the typical overhead
associated with fulfillment.  Monaker core holdings include
Maupintour, NameYourFee.com, RealBiz Media Group - helping it to
deliver marketing solutions to consumers at home, work and play.

Next 1 Interactive reported a net loss of $50,500 on $1.1 million
of total revenue for the year ended Feb. 28, 2015, compared with a
net loss of $18.3 million on $1.5 million of total revenues for the
year ended Feb. 28, 2014.

As of Nov. 30, 2015, the Company had $6.94 million in total assets,
$9.88 million in total liabilities and a total stockholders'
deficit of $2.94 million.

D'Arelli Pruzansky, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Feb. 28, 2015, citing that the Company has incurred
an operating loss of $5.44 million and net cash used in operations
of $2.62 million for the year ended Feb. 28, 2015, and the Company
had an accumulated deficit of $86.1 million and a working capital
deficit of $12.8 million at Feb. 28, 2015.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


MTS SYSTEMS: S&P Assigns 'BB-' CCR, Outlook Stable
--------------------------------------------------
S&P Global Ratings said that it has assigned its 'BB-' corporate
credit rating to MTS Systems Corp.  The outlook is stable.

At the same time, S&P assigned its 'BB-' issue-level ratings and
'3' recovery ratings to the company's proposed $100 million senior
secured first-lien revolving credit facility and $460 million
senior secured first-lien term loan B.  The '3' recovery ratings
indicate S&P's expectation of meaningful recovery (50%-70%; upper
half of the range) in the event of a default.

"MTS Systems Corp. is a global provider of testing products and
services and industrial position sensors," said S&P Global credit
analyst Daniel Lee.  "The company's two business lines, test and
sensors, account for approximately 82% and 18% of its total
revenue, respectively."  The test segment provides a variety of
testing solutions and services to customers across various end
markets, including the automotive, industrial, and aerospace and
defense sectors.  MTS' products and services enable its
end-customers to test the efficacy, durability, and overall
performance of their products while also shortening production lead
times.  The sensor segment designs and manufactures sensor products
used in automation, precision, and safety applications. Customer
end-markets include general industrials, hydraulics, power, and
medical devices.

The stable outlook on MTS reflects S&P's expectation that the
company's top-line growth will track real GDP growth in the U.S.,
Europe, and Asia-Pacific regions and its adjusted EBITDA margins
will be in the mid-to-high teens percent area.  S&P also expects
the company to realize modest acquisition synergies of
approximately $5 million beginning in fiscal year 2017, driven by
cross-selling and cost-rationalization opportunities.  In
conjunction with these expectations, S&P projects adjusted
debt-to-EBITDA of between 3x and 4x over the next 12-18 months,
which is commensurate with the company's significant financial risk
profile.

S&P could consider downgrading MTS if the company's credit metrics
deteriorate such that its adjusted debt-to-EBITDA metric exceeded
4x and any near-term improvement appeared unlikely.  This could
occur if unfavorable macroeconomic factors cause the company's
sales to decline for a prolonged period and compress its operating
margins.  S&P could also consider a downgrade if the company
experiences integration issues related to the PCB acquisition,
resulting in delayed or lower-than-expected operational synergies.

S&P could consider upgrading MTS if the company's credit metrics
improved such that its adjusted debt-to-EBITDA metric remained
below 3x on a sustained basis.  This could occur if the company is
able to improve its overall sales volumes and operating margins or
if the PCB acquisition synergies exceed S&P's initial expectations.


N. KASAPMU: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of N. Kasapmu, Inc.

N. Kasapmu, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-01837) on May 16,
2016.  The Debtor is represented by Jason A. Burgess, Esq., at The
Law Offices of Jason A. Burgess, LLC.


NEIMAN MARCUS: Bank Debt Trades at 10% Off
------------------------------------------
Participations in a syndicated loan under which Neiman Marcus Group
Inc. is a borrower traded in the secondary market at 90.44
cents-on-the-dollar during the week ended Friday, June 10, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.09 percentage points from the
previous week.  Neiman Marcus pays 300 basis points above LIBOR to
borrow under the $2.9 billion facility. The bank loan matures on
Oct. 16, 2020 and carries Moody's B2 rating and Standard & Poor's
B- rating.  The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended June 10.


NELSON SERVICE: Amends Application for Beasley Allen Employment
---------------------------------------------------------------
Nelson Service Group, Inc., filed with the U.S. Bankruptcy Court
for the Northern District of Alabama a second amended application
for approval of employment of Grant Cofer, Esq., and the law firm
Beasley, Allen, Crow, Methvin, Portis & Miles, P.C., as co-special
counsel, nunc pro tunc to Dec. 23, 2015, in accordance with Section
327(e) of the U.S. Bankruptcy Code.

As reported by the Troubled Company Reporter on May 25, 2016, the
Debtor filed its first amended application seeking approval of its
bid to employ Mr. Cofer and Beasley Allen as special counsel.

The professional services which Mr. Cofer is to render
representation of the Debtor is in response to a claim against BP.
Pre-petition, the Debtor suffered damages as a consequence of the
BP Oil/Deepwater Horizon Oil Spill.

The Debtor has agreed to pay Mr. Cofer and Beasley Allen a
contingency fee equal to 15% of the net recovery plus costs.

In this case, it is in the best interest of the estate to employ
Mr. Cofer and Beasley Allen for the reasons that he has full
knowledge of the facts, discovery and legal theories in the lawsuit
and as he has considerable experience in suits of this type.
Moreover, the Estate has no existing funds with which to pay
another attorney to pursue their claims and even presuming the
availability of the funds it makes no sense for the Debtor to lose
the intellectual capital it has with Mr. Cofer and his firm.

The Debtor assures the Court that Mr. Cofer does not have any
interest that is adverse to the interest of the Debtor or the
bankruptcy estate.

Beasley Allen can be reached at:

      Grant Cofer, Esq.
      Beasley, Allen, Crow, Methvin, Portis & Miles, P.C.
      P.O. Box 4160
      Montgomery, AL 36103-4160
      Tel: (334) 495-1622
      Fax: (334) 954-7555
      E-mail: grant.cofer@beasleyallen.com

                      About Nelson Service

Nelson Service Group, Inc., sought protection under Chapter 11 of
the Bankruptcy Code in the Northern District of Alabama (Decatur)
(Case No. 15-83453) on December 23, 2015.  The petition was signed
by Alex Nelson, president and CEO.

The Debtor is represented by Kevin D. Heard, Esq., at Heard, Ary &
Duaro LLC.  The case is assigned to Judge Clifton R. Jessup Jr.

The Debtor disclosed total assets of $1.49 million and total
debts of $750,415.


NELSON SERVICE: Amends Application for Roger Bedford Employment
---------------------------------------------------------------
Nelson Service Group, Inc., filed with the U.S. Bankruptcy Court
for the Northern District of Alabama a second amended application
for approval of employment of Roger Bedford and and the law firm
Roger Bedford & Assoc., P.C., as special counsel nunc pro tunc to
Dec. 23, 2015, in accordance with Section 327(e) of the U.S.
Bankruptcy Code.

As reported by the Troubled Company Reporter on May 25, 2016, the
Debtor sought the Court's permission to employ Mr. Bedford and the
Firm as special counsel nunc pro tunc in accordance with Section
327(e) of the U.S. Bankruptcy Code.

The Debtor is represented by Mr. Bedford and the Firm, along with
the firm of Beasley, Allen, Crow, Methvin, Portis & Miles, P.C., in
the a lawsuit.  Pre-petition the Debtor was involved in litigation
with regard to the Deep Water Horizon BP Oil Spill.  The lawsuit is
with regard to the 2009 BP Oil Spill in the Gulf of Mexico.  Mr.
Bedford and the Firm assisted the Debtor in reviewing and
determining the Debtor's eligibility for filing the claim.  In
performing this analysis, Mr. Bedford met with representatives of
the Debtor and its accountants.  He also worked with the firm of
Beasley Allen in the preparation of the claims which were submitted
to BP on the Debtor's behalf.

The professional services which Mr. Bedford has rendered in
representing the Debtor in a claim against BP were beneficial to
the Estate since they resulted in the Debtor being able to settle
the claim subject to the approval of the Court.

The Debtor will pay Mr. Bedford and his Firm on a contingency fee
basis equal to 10% of the net recovery.

The Debtor assures the Court that it is in the best interest of the
estate to employ Mr. Bedford and his Firm for the reasons that he
has full knowledge of the facts and legal theories involved in this
claim and has worked with the Debtor to pursue its recovery.
Moreover, the Estate has no existing funds with which to pay
another attorney to pursue their claims and even presuming the
availability of such funds it makes no sense for the Debtor to lose
the intellectual capital it has with Mr. Bedford and his Firm.

The Debtor assures the Court that Mr. Bedford does not have any
interest that is adverse to the interest of the Debtor or the
bankruptcy estate.

Mr. Bedford can be reached at:

      Roger H. Bedford, Jr., Esq.
      Roger Bedford & Associates, P.C.
      P.O. Box 370
      Russellville, AL 35653-0370

                      About Nelson Service

Nelson Service Group, Inc., sought protection under Chapter 11 of
the Bankruptcy Code in the Northern District of Alabama (Decatur)
(Case No. 15-83453) on December 23, 2015.  The petition was signed
by Alex Nelson, president and CEO.

The Debtor is represented by Kevin D. Heard, Esq., at Heard, Ary &
Duaro LLC.  The case is assigned to Judge Clifton R. Jessup Jr.

The Debtor disclosed total assets of $1.49 million and total
debts of $750,415.


NET ELEMENT: Stockholders Elect Six Directors
---------------------------------------------
Net Element, Inc., held its annual meeting on June 13, 2016, at
which the stockholders:

   (1) elected Oleg Firer, Kenges Rakishev, William Healy,
       James Caan, Drew Freeman and Howard Ash as directors
       four of whom shall be independent directors as defined by
       applicable rules, to serve for a one-year term expiring in
       2017;

   (2) approved an amendment to the Company's Amended and Restated
       Certificate of Incorporation to increase authorized common
       stock, par value $0.0001 per share to 400 million shares;

   (3) approved an amendment to the Company's 2013 Equity
       Incentive Plan, as amended, to (a) increase the number of
       shares of the Company's common stock available for issuance
       thereunder to 22,610,000 shares (to be adjusted for the
       reverse stock split of May 25, 2016) of the Company's
       common stock, which represents approximately 20% of the
       Company's issued and outstanding common stock; (b) increase
       the limitation on individual grants of (i) Options or Stock
       Appreciation Rights (each as defined in the Plan) during
       any 12-month period that are intended to comply with the
       performance-based exception under Section 162(m) of the
       Internal Revenue Code of 1986 (as amended) with respect to
       more than 5,000,000 shares (to be adjusted for the reverse
       stock split of May 25, 2016) of Company common stock or
      (ii) Restricted Shares, Performance Units and/or Performance
       Shares (each as defined in the Plan) in any 12-month period
       that are intended to comply with the performance-based
       exception under Section 162(m) of the Code and are
       denominated in shares of the Company common stock with
       respect to more than 5,000,000 shares (to be adjusted for
       the reverse stock split of May 25, 2016) of Company common
       stock; and (c) add a new Section 2.3 to the Plan to
       establish the maximum dollar value of awards granted under
       the Plan to any one non-employee director during any 12-
       month period to not exceed $200,000;

   (4) approved the issuance by the Company of restricted shares
       (to be adjusted for the reverse stock split of May 25,
        2016) of Common Stock and options (to be adjusted for the
        reverse stock split of May 25, 2016) to purchase
        restricted shares of Common Stock (including restricted
        shares of Common Stock issuable upon the exercise of such
        options) issuable pursuant to the terms of that certain
        Second Additional Letter Agreement, dated January 21,
        2016, as amended, by and between the Company and Kenges
        Rakishev, an accredited investor and a director of the
        Company, as required by and in accordance with NASDAQ
        Listing Rule 5635.

    (5) approved the issuance by the Company of 5,791,717
        restricted shares (to be adjusted for the reverse stock
        split of May 25, 2016) of Common Stock to the Company's
        Chief Executive Officer, Oleg Firer, in lieu of and in
        satisfaction of accrued and unpaid compensation due to him

        in the amount of $1,042,509, as required by and in
        accordance with NASDAQ Listing Rule 5635;

    (6) approved the issuance by the Company of 3,750,000
        restricted shares (to be adjusted for the reverse stock
        split of May 25, 2016) of Common Stock to the Company's
        Chief Executive Officer, Oleg Firer as a performance
        bonus, as required by and in accordance with NASDAQ
        Listing Rule 5635;

    (7) approved the issuance by the Company of 1,000,000
        restricted shares (to be adjusted for the reverse stock
        split of May 25, 2016) of Common Stock to the Company's
        Chief Legal Officer, Steven Wolberg as a performance
        bonus, as required by and in accordance with NASDAQ
        Listing Rule 5635; and

    (8) approved, on an advisory basis, the compensation of the
        Company's named executive officers.

On June 16, 2016, the Company filed with the Secretary of State of
the State of Delaware a Certificate of Amendment to its Amended and
Restated Certificate of Incorporation, which increased authorized
common stock of Net Element, Inc. to 400 million shares (after the
requisite approval by the Company's stockholders at the Annual
Meeting).

                       About Net Element

Miami, Fla.-based Net Element International, Inc., formerly Net
Element, Inc., currently operates several online media Web sites
in the film, auto racing and emerging music talent markets.

Net Element reported a net loss of $13.3 million on $40.2 million
of total revenues for the year ended Dec. 31, 2015, compared to a
net loss of $10.21 million on $21.4 million of total revenues for
the year ended Dec. 31, 2014.

As of March 31, 2016, Net Element had $21.61 million in total
assets, $14.05 million in total liabilities and $7.55 million in
total stockholders' equity.

Daszkal Bolton LLP, in Fort Lauderdale, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has sustained
recurring losses from operations and has working capital and
accumulated deficits that raise substantial doubt about its ability
to continue as a going concern.


NORTEL NETWORKS: Milbank, Pachulski Represent Bondholders Group
---------------------------------------------------------------
Milbank, Tweed, Hadley & McCloy LLP and Pachulski Stang Ziehl &
Jones LLP submitted with the U.S. Bankruptcy Court for the District
of Delaware its fifth supplemental verified statement pursuant to
Rule 2019(a) of the Federal Rules of Bankruptcy Procedure in
connection with Milbank Tweed and Pachulski Stang's representation
of the ad hoc group of bondholders that hold certain bonds issued
or guaranteed by: (a) Nortel Networks Corporation and Nortel
Networks Limited and (b) Nortel Networks Inc. and Nortel Networks
Capital Corporation.

In January of 2009, the original members of the Bondholder Group
formed the group and contacted Counsel to represent it in
connection with their claims as holders of the Bonds.  Over the
course of these cases, the composition of the Bondholder Group has
changed from time to time.

On Aug. 17, 2012, Milbank Tweed and Pachulski Stang filed the
Verified Statement pursuant to Bankruptcy Rule 2019, which listed
"the nature and amount of all disclosable economic interests" held
or managed by each member of the Bondholder Group.  On June 26,
2013, Milbank Tweed and Pachulski Stang filed the Supplemental
Verified Statement pursuant to Bankruptcy Rule 2019.  On March 11,
2014, Milbank Tweed and Pachulski Stang filed the Second
Supplemental Verified Statement pursuant to Bankruptcy Rule 2019.
On June 19, 2015, Milbank Tweed and Pachulski Stang filed the Third
Supplemental Verified Statement pursuant to Bankruptcy Rule 2019.
On Jan. 13, 2016, Milbank Tweed and Pachulski Stang filed the
Fourth Supplemental Verified Statement pursuant to Bankruptcy Rule
2019.

Milbank Tweed and Pachulski Stang is filing this Fifth Supplemental
Verified Statement to update the information contained in the
Fourth Supplemental Verified Statement.

As of the date of this Fifth Supplemental Verified Statement,
Milbank Tweed and Pachulski Stang represents only the Bondholder
Group and does not represent or purport to represent any entities
other than the Bondholder Group in connection with the Debtors'
Chapter 11 cases.  In addition, the Bondholder Group does not
represent or purport to represent any other entities in connection
with the Debtors' Chapter 11 cases.

The present members of the Bondholder Group hold claims or act as
investment managers or advisors to funds and accounts that hold
claims against the Debtors' estates arising from the purchase of
the Bonds.  Although the Bondholder Group has retained Milbank
Tweed and Pachulski Stang to represent its interests collectively
as a group, each of the members of the Bondholder Group makes its
own decisions as to how it wishes to proceed and does not speak
for, or on behalf of, any other creditor, including the other
members of the Bondholder Group in their individual capacities.

In accordance with Bankruptcy Rule 2019 and based upon information
provided to Counsel by each member of the Bondholder Group, a copy
of the list of the names, addresses and the nature and amount of
all disclosable economic interests held by each present member of
the Bondholder Group in relation to the Debtors as of June 13,
2016, is available for free at:

   http://bankrupt.com/misc/NORTELNETWORKS_16919_rule2019exh.pdf

Pachulski Stang can be reached at:

      PACHULSKI STANG ZIEHL & JONES LLP
      Laura Davis Jones, Esq.
      Peter J. Keane, Esq.
      919 North Market Street, 17th Floor
      P.O. Box 8705
      Wilmington, DE 19899-8705
      Tel: (302) 652-4100
      Fax: (302) 652-4400
      E-mail: ljones@pszjlaw.com
              pkeane@pszjlaw.com

Milbank Tweed can be reached at:

      MILBANK, TWEED, HADLEY & McCLOY LLP
      Dennis F. Dunne, Esq.
      Albert A. Pisa, Esq.
      Andrew M. Leblanc, Esq.
      28 Liberty Street
      New York, New York 10005-1413
      Tel: (212) 530-5000
      Fax: (212) 530-5219
      E-mail: ddunne@milbank.com
              apisa@milbank.com
              aleblanc@milbank.com

               - and -

      Thomas R. Kreller
      601 S. Figueroa Street, 30th Floor
      Los Angeles, California 90017
      Tel: (213) 892-4463
      Fax: (213) 629-5063
      E-mail: tkreller@milbank.com

                      About Nortel Networks

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

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

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

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

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

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

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

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

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

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

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

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

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.

The trial on how to divide proceeds among creditors in the U.S.,
Canada, and Europe commenced on Sept. 22, 2014.  The question of
how to divide $7.3 billion raised in the international bankruptcy
of Nortel Networks Corp. was answered on May 12, 2015, by two
judges, one in the U.S. and one in Canada.

According to The Wall Street Journal, Justice Frank Newbould of
the
Ontario Superior Court of Justice in Toronto and Judge Kevin Gross
of the U.S. Bankruptcy Court in Wilmington, Del., agreed on the
outcome: a modified pro rata split of the money.


OMINTO INC: Appoints Interim Chief Financial Officer
----------------------------------------------------
The board of directors of Ominto, Inc., appointed Raoul Quijada to
serve as an interim chief financial officer of the Company
effective June 13, 2016.

Mr. Quijada, age 54, is an employee of Resources Global
Professionals, where he has served as a consultant since the
beginning of 2016, and will join the Company on a contractual basis
for up to twelve months from the effective date of his appointment.
Mr. Quijada comes to Ominto Inc. with over 20-years experience
bringing with him a significant record of leadership in several
Fortune 500 Companies.  Mr. Quijada started his career at Price
Waterhouse Coopers LLP.  Most recently, Mr. Quijada was employed by
Afligo Marketing Services, Inc. where he served as the company's
Senior VP of Finance and Operations and was responsible for leading
the functions of financial management and strategic planning as
well as operations.  Prior to that, he was the Senior Director of
Finance at Newell Rubbermaid from 2005 through 2007, the Director
of Strategic Planning & Analysis from 2003 to 2005, and the
Director of Finance -LAC Division from 1998 to 2003.

As a Certified Six Sigma and proficient in the Six Sigma/Lean
Principles, Mr. Quijada has used his expertise in Operational
Excellence to lead several initiatives to increase efficiencies
through the implementation of different mechanisms designed to
improve core processes and measure operational effectiveness.  Mr.
Quijada attended New York University and Concordia University with
a double major in Business Administration & Finance and holds a
Master of Business Administration from the University of St. Thomas
- Graduate School of Business in Minneapolis MN, and a Certificate
of Professional Achievement in Leadership & Management from the
Kellogg School of Management - Evanston, IL.

The Company may elect to hire Mr. Quijada as an employee after the
payment of a hiring fee.  The Company will pay Resources Global
Professionals $135 per hour with a target of 40 hours per week in
exchange for Mr. Quijada's services.  Mr. Quijada does not have any
family relationship with any director, executive officer, or person
nominated or chosen to become a director or executive officer of
the Company.

                        About Ominto

Ominto, Inc. was incorporated under the laws of the State of Nevada
on June 4, 1999, as Clamshell Enterprises, Inc., which name was
changed to MediaNet Group Technologies, Inc. in May 2003, then to
DubLi, Inc. on Sept. 25, 2012, and finally to Ominto, Inc. as of
July 1, 2015.  The DubLi Network was merged into the Company, as
its primary business in October 2009.

Ominto reported a net loss of $11.7 million for the year ended
Sept. 30, 2015, compared to a net loss of $1.34 million for the
year ended Sept. 30, 2014.

As of March 31, 2016, the Company had $9 million in total assets,
$16.8 million in total liabilities and a total stockholders'
deficit of $7.83 million.

Mayer Hoffman McCann P.C., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Sept. 30, 2015, noting that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.


ON ASSIGNMENT: S&P Revises Outlook to Stable & Affirms 'BB' CCR
---------------------------------------------------------------
S&P Global Ratings said that it revised its rating outlook on On
Assignment Inc. to stable from negative and affirmed its ratings on
the company, including the 'BB' corporate credit rating.

"The outlook revision reflects our expectation that the company's
adjusted debt leverage will decrease to the mid- to high-2x area
over the next 12 months from 3x as of March 31, 2016, due to EBITDA
growth and debt repayment," said S&P Global Ratings credit analyst
Heidi Zhang.  "The company has made solid progress in reducing its
debt leverage: It repaid about $134 million of debt since its
debt-financed acquisition of Creative Circle in June 2015, which
increased its adjusted debt leverage to the high-3x area at the
time of the acquisition."  On Assignment's EBITDA growth over the
last year was driven by the Creative Circle acquisition and its
low-teens-percentage organic revenue growth, which outperformed its
industry and our expectations.  The company's revenue growth
reflects improved sales productivity and headcount, which help the
company capture new business from continued strong end-market
demand and favorable secular trends for temporary staffing.  We
expect minimal share repurchases in 2016, given the company's
publically stated intentions to reduce adjusted debt leverage to
2.5x by year-end 2016 before considering alternative uses of free
cash flow.

The stable rating outlook on On Assignment reflects S&P's
expectation that the company will reduce its adjusted debt leverage
to the mid- to high-2x range over the next 12 months through EBITDA
growth and debt repayment, while maintaining adequate liquidity.

S&P could lower the rating if On Assignment's adjusted debt
leverage remains above 3x due to more debt-financed acquisitions or
share repurchases, or if revenue growth declines to a
low-single-digit percentage rate.

Although less likely, S&P could raise the rating if the company
profitably and meaningfully increases its scale through additional
business lines or geographic expansion.  S&P could also raise the
rating if the company adopts a more conservative financial policy
and reduces leverage to below 2x on a sustained basis, while
preserving its EBITDA margin.  The company's stated leverage target
is 2.5x as of year-end 2016, which is higher than S&P's
threshold for an upgrade.


PEAK WEB: Seeks to Hire Tonkon Torp as General Counsel
------------------------------------------------------
Peak Web LLC asked the Bankruptcy Court to approve its employment
of Tonkon Torp LLP as Chapter 11 counsel to represent it in all
aspects of its reorganization.

Tonkon Torp intends to render the following services to the
Debtor:

  (a) Advise Debtor of its rights, powers and duties as a debtor
      and debtor-in-possession continuing to operate and manage
      its business and property under Chapter 11 of the Code;

  (b) Take all actions necessary to protect and preserve the
      Debtor's bankruptcy estate, including the prosecution of
      actions on the Debtor's behalf, the defense of any action
      commenced against the Debtor, negotiations concerning all
      litigation in which the Debtor is involved, objections to
      claims filed against the Debtor in this bankruptcy case, and
      the compromise or settlement of claims;

  (c) Advise the Debtor concerning, and prepare on behalf of
      the Debtor, all necessary applications, motions, memoranda,
      responses, complaints, answers, orders, notices, reports,
      and other papers, and review all financial and other reports

      required of the Debtor as debtor-in-possession in connection
      with administration of this Chapter 11 case;

  (d) Advise the Debtor with respect to, and assist in the
      negotiation and documentation of, financing agreements, debt
      and cash collateral orders, and related transactions;

  (e) Review the nature and validity of any liens asserted
      against the Debtor's property and advise the Debtor
      concerning the enforceability of such liens;

  (f) If appropriate, prepare, conduct and assist with the sale
      of the Debtor through Section 363 of the Bankruptcy
      Code;

  (g) Advise the Debtor regarding (i) its ability to initiate
      actions to collect and recover property for the benefit of
      its estate; (ii) any potential property dispositions; and
     (iii) executory contract and unexpired lease assumptions,
      assignments and rejections, and lease restructuring and
      recharacterizations;

  (h) If appropriate, negotiate with creditors concerning a
      Chapter 11 plan; prepare the plan, disclosure statement
      and related documents; and take the steps necessary to
      confirm and implement the plan, including, if necessary,
      negotiations for financing the plan; and

  (i) Provide such other legal advice or services as may be
      required in connection with this Chapter 11 case.

Subject to Court approval, the Debtor has agreed to compensate
Tonkon Torp on an hourly basis in accordance with Tonkon Torp's
ordinary and customary hourly rates in effect on the date services
are rendered.  The Tonkon Torp professionals who will be primarily
responsible for providing these services, their status and their
billing rates are as follows:

    Name                  Status           Hourly Rate
    ----                  ------           -----------
    Timothy J. Conway     Partner              $475
    Ava L. Schoen         Of Counsel           $325
    Spencer Fisher        Paralegal            $150

Tonkon Torp has not agreed to any variations from, or alterations
to, its standard or customary billing arrangements for this
engagement.

None of the Tonkon Torp professionals included in this engagement
have varied their rate based on the geographic location of this
bankruptcy case.

Tonkon Torp is billing Debtor at the same effective rates that it
billed prepetition.

In the 12 months preceding the Petition Date, Tonkon Torp received
payments totaling $72,373 for prepetition fees, costs, and
expenses, which includes the bankruptcy filing fee of $1,717.  The
remaining balance of $102,627 is held as a retainer.

Tonkon Torp researched its conflicts database to determine whether
it had any connections with the Debtors, the Debtor's officers and
directors, and the Debtor's creditors or other
parties-in-interest.

Tonkon Torp currently represents the following creditors of the
Debtors in matters unrelated to this case: CIT Finance LLC and
DirectTV.  In the event a dispute arises with these creditors,
Tonkon Top said it will not represent either side.

Tonkon Torp formerly represented Comcast and Royal Bank of Canada
in matters unrelated to this case.

Tonkon represents other clients in matters adverse to the following
creditors of the Debtor in matters completely unrelated to this
case: Bank of the West, Dell Financial Services, Prime Alliance,
Origin Bank, Key Bank, Everbank Commercial Service, DRT, St. Paul
Fire & Marine, AT&T Mobility, City of Tualatin, Cogent
Communications, Comcast, Dell Marketing, DirectTV, Integra, Labor
Ready, Level 3 Communications LLC, Mainz Brady Group, MCI, Neopost,
Nestle, NTT America Inc., RICOH, SalesForce.com, Sierra Springs,
Southern California Edison, Southwest Office Supply, Inc., TW
Telecom, U-Haul, Uline, Verizon Wireless, World Cup Coffee & Tea
Service, Inc., and XO Communications, Inc.

Wells Fargo Equipment Finance is a creditor of the Debtor.  Tonkon
represents Wells Fargo Bank, NA and Wells Fargo Credit, Inc., which
are wholly separate entities from Wells Fargo Equipment Finance, in
matters completely unrelated to this case.

Tonkon has banking relationships with Wells Fargo, Bank of America,
Union Bank, and Bank of the Cascades.  Tonkon may have vendors,
suppliers, or other service providers who have connections with
Debtor, Debtor's owners and employees, and Debtor's creditors or
other parties in interest.  Tonkon has conducted no investigation
of its vendors, suppliers, or other service providers in preparing
this statement.

Certain Tonkon attorneys or staff, or the Tonkon retirement plan,
may own equity or debt securities -- directly or through mutual
funds, trusts and portfolios -- issued by creditors or other
parties in interest in this Chapter 11 case.  In addition, clients
of Tonkon may own equity or debt securities -- directly or through
mutual funds, trusts and portfolios -- issued by creditors or other
parties-in-interest.

Attorneys and staff at Tonkon or their spouses or relatives may be
current or former employees or officers and directors of creditors
or other parties-in-interest and may have beneficial ownership of
securities issued by, or banking, insurance, brokerage or money
management relationships with, creditors or other parties in
interest in this Chapter 11 case.  


Attorneys and staff at Tonkon may have relatives or spouses who are
members of law firms involved in this case or who are employed by
creditors or other parties-in-interest.  Other than with respect to
the United States Bankruptcy Court for the District of Oregon and
the Office of the U.S. Trustee, Tonkon has conducted no
investigation of its attorneys' or staff members' employment,
banking, insurance, brokerage or investment activities or familial
connections in preparing this statement.

To the best of the Debtor's knowledge, the partners and associates
of Tonkon 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.


PHILLIPS-MEDISIZE CORP: Incremental Loan No Impact on Moody's CFR
-----------------------------------------------------------------
Moody's Investors Service said that Phillips-Medisize Corporation's
proposed $130 million incremental first lien term loan is credit
negative, but does not impact Phillips' B3 Corporate Family Rating,
B3-PD Probability of Default Rating, B2 first lien bank credit
facilities' rating, or the Caa2 rating on the second lien term
loan. The rating outlook is stable.

Phillips-Medisize Corporation's ("Phillips") B3 Corporate Family
Rating reflects the company's high financial leverage, limited
coverage of interest expense and modest free cash flow to debt. The
rating also reflects the company's small absolute size based on
revenue, and considerable concentration of revenue from its top
customers and by therapeutic category. Offsetting these factors,
the rating is supported by the company's good geographic diversity
and solid technical design and manufacturing capabilities. In
addition, providing stability to Phillips' business profile are the
company's long-standing customer relationships, high barriers to
entry, and significant switching costs for existing customers.


PHOENIX BRANDS CANADA: Case Summary & 20 Largest Top Creditors
--------------------------------------------------------------
Debtor: Phoenix Brands Canada Laundry LLC
        1 Landmark Square #18
        Stamford, CT 06901

Case No.: 16-11500

Chapter 11 Petition Date: June 17, 2016

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Local Counsel: Laura Davis Jones, Esq.
                        PACHULSKI STANG ZIEHL & JONES LLP
                        919 N. Market Street, 17th Floor
                        Wilmington, DE 19801
                        Tel: 302 652-4100
                        Fax: 302-652-4400
                        E-mail: ljones@pszjlaw.com

Debtor's                
General
Bankruptcy
Counsel:                MORRISON COHEN LLP

Debtor's                
Investment
Banker:                 HOULIHAN LOKEY

Debtor's                
Financial
Advisor:                GETZLER HENRICH & ASSOCIATES LLC

Debtor's                
CRO Provider:           HUNTERPOINT LLC

Debtor's                
Canadian
Counsel:                OSLER, HOSKIN & HARCOURT LLP

Estimated Assets: $0 to $50,000

Estimated Liabilities: $10 million to $50 million

The petition was signed by Peter A. Furman, chief restructuring
officer.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Fifth Street Finance Corp.             Holder of      $41,113,528
Attn: General Counsel                Subordinated
10 Bank St. 12th Floor                Debt lender
White Plains, NY 10606
Tel: 914-286-6800
Fax: 91-328-4214
E-mail: mshannon@fifthstreetfinance.com

Alpla, Inc.                          Goods, Services   $1,375,753
289 Highway 155 South
McDonough, GA 30253
Fax: 770-305-7200
E-mail: octavia.chisolm@alpla.com

Marietta Corporation                 Goods, Services     $622,708
106 Central Ave.
Cortland, NY 13045
E-mail: asmith@KIKcorp.com

Menlo Worldwide Logistics            Goods, Services     $561,996
1717 NW 21st Ave
Portland, OR 97209
E-mail: jeff.harris@email.xpo.com

DS Container                         Goods, Services     $535,746
1789 Hubbard Avenue
Batavia, IL 60510
Fax: 630-406-1438
E-mail: jduffy@dscontainers.com

Menlo Warehouse                      Goods, Services     $379,846
1717 NW 21st Ave
Portland, OR 97209
E-mail: jeff.harris@email.xpo.com

Chase Products Co.                   Goods, Services     $337,881
P.O. Box 70
Maywood, IL 60153
Fax: 708-865-0230
E-mail: Janette.Gonzalez@chaseproducts

Cygnus Corp.                         Goods, Services     $322,912
340 East 138th Street
Riverdale, IL 60827
E-mail: asmith@KIKCorp.com

AKZO Chemical Corp.                  Goods, Services     $266,449
525 West Van Buren
Chicago, IL 60607
E-mail: Mary.Allen@akzonobel.com

International Paper                  Goods, Services     $217,404
E-mail: paige.craig@ipaper.com

Givaudan Fragrances Corp.            Goods, Services     $146,375
E-mail: vincent.denicola@givaudan.com

Berry Plastics Corp.                 Goods, Services     $143,517
E-mail: genaborders@berryplastics.com

AC Nielsen Inc.                      Goods, Services     $126,928
E-mail: Zion.Thomas.apnielsen.com

Multi-Color Graphics                 Goods, Services     $111,091
Email" sena.gadagbui@mcclabel.com

Aakash Chemicals                     Goods, Services      $85,687
E-mail: keith@aakashchemicals.com

Korex Chicago, LLC                   Goods, Services      $70,753
E-mail: Richard.Carmichael@Korex-us.com

Stepan Company                       Goods, Services      $61,050
E-mail: WMolley@stepan.com

Sommer Metalcraft Corp.              Goods, Services      $35,437
E-mail: marty.shaw@somercorp.com

Adesso Solutions Inc.                Goods, Services      $30,051
E-mail: bblaney@adesso-solutions.com

Shell Chemical LLP                   Goods, Services      $28,015
E-mail: Natalie.Harrison@shell.com


POSITIVEID CORP: Dominion & M2B's Notes Convertible to 9.9% Stake
-----------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange Commission
filed June 17, 2016, Dominion Capital LLC and M2B Funding Corp.
reported that they have rights under a series of convertible notes
to own an aggregate number of shares of PositiveID Corporation's
common stock in an amount not to exceed 9.9% of the shares then
outstanding.  A full-text copy of the regulatory filing is
available at https://is.gd/sVmEmW

                      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.


PREMIER EXHIBITIONS: Assigns Rights Under Fox License Agreement
---------------------------------------------------------------
Premier Exhibition Management, LLC, a subsidiary of Premier
Exhibitions, Inc., entered into a License with Twentieth Century
Fox Licensing & Merchandising, a division of Fox Entertainment
Group, Inc., as administrator for Twentieth Century Fox Film
Corporation to produce one (1) exhibition based on the Ice Age
series of films.  The initial term of the Agreement was five years
from the opening date of the first exhibition.  The Company had one
five year option to renew the term which is subject to the
Company's full compliance with its obligations under the
agreement.

The exhibition would feature the artwork, characters, stories, and
creative elements of the following four theatrical motion pictures:
"ICE AGE," "ICE AGE: THE MELTDOWN," "ICE AGE: DAWN OF DINOSAURS,"
and "ICE AGE: CONTINENTAL DRIFT."  PEM planned to present the
exhibition at museums, science centers and exhibition centers
throughout the world.  PEM was required to open the exhibit by
March 31, 2016, and FOX had the right to terminate the agreement if
the first exhibit is not opened by that date.

Pursuant to the Exhibition License Agreement, the Company would
produce and present the exhibition and operate a merchandise store
for exhibition related products.  The production costs were to be
funded by the Company.  The exhibit has a minimum production budget
of $3,000,000.

Pursuant to the agreement FOX was entitled to be paid a
non-refundable guarantee of $2 million paid as follows: an advance
totaling $750,000, paid upon the mutual execution of the agreement;
$450,000 payable on or before March 31, 2018; $400,000 payable on
or before March 31, 2019; and $400,000 payable on or before March
31, 2020.  The Company would also pay FOX 10% percent royalties on
gross ticket and merchandise sales, after deduction of taxes,
credit card processing fees, and customer returns, which would be
recoupable against the advance.  Fox would also receive 30% of
sponsorship revenue after expenses of fulfillment if FOX initiates
the sponsorship, or twenty percent (20%) of the sponsorship revenue
after expenses of fulfillment if the Company initiates the
sponsorship.

On June 13, 2016, the Company and FOX entered into an Amendment to
Exhibition License Agreement and Assignment Agreement, pursuant to
which (a) the Company assigned all of its rights, liabilities and
obligations to AWC AG, (b) the Company was released by FOX and AWC
AG from any and all claims, liabilities and obligations under the
Exhibition License Agreement, and (c) the Company's agreed to pay a
$50,000 transfer fee.  Including the transfer fee, the Company has
paid $800,000 to FOX pursuant to these agreements, and is released
from the remaining $1.25 million of license fees due to FOX.

                  About Premier Exhibitions

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.  

Premier Exhibitions and seven affiliated Debtors filed for Chapter
11 protection in the U.S. Bankruptcy Court for the Middle District
of Florida under Lead Case No. 16-03320 (RMS Titanic).  The Debtors
are represented by the law firm Nelson Mullins Riley & Scarborough.


PREMIER EXHIBITIONS: Michael Evans Quits as Director
----------------------------------------------------
Michael Evans submitted his resignation from the Board of Directors
of Premier Exhibitions, Inc. on June 13, 2016.  Mr. Evans resigned
from the Board as a result of demands related to other on-going
business activities, according to a regulatory filing with the
Securities and Exchange Commission.

On June 17, 2016, Jerome Henshall was appointed to the Board of
Directors of the Company.  Mr. Henshall is an "independent"
director pursuant the rules of the Security and Exchange Commission
and has been appointed to the Audit Committee of the Board.  Mr.
Henshall qualifies as an "audit committee financial expert" and
will chair the Audit Committee.

Mr. Henshall will receive standard non-employee director
compensation.  Mr. Henshall was not selected as a director pursuant
to any arrangement or understanding with any other person and does
not have any other reportable transactions under Item 404(a) of
Regulation S-K.
  
                  About Premier Exhibitions

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.  

Premier Exhibitions and seven affiliated debtors filed for Chapter
11 protection in the U.S. Bankruptcy Court for the Middle District
of Florida under Lead Case No. 16-03320 (RMS Titanic).  The Debtors
are represented by the law firm Nelson Mullins Riley & Scarborough.


QUANTUM MATERIALS: Appoints Sri Peruvemba CEO
---------------------------------------------
Leading North American quantum dot manufacturer Quantum Materials
Corporation (OTCQB:QTMM) announced that company board member Sri
Peruvemba will be expanding his leadership role with the company to
take the helm as chief executive officer effective June 30, 2016.
While founder and current CEO Stephen Squires will continue to have
a strategic role, this change will enable Mr. Squires to focus more
effort on Solterra Renewable Technologies, the wholly-owned
subsidiary developing solar cells where QMC's proprietary tetrapod
technology offers promise to be a predominant QD photovoltaics
technology.  In addition, Mr. Squires will continue his role as CEO
of Quantum Materials Asia Co., Ltd., the company's joint venture
with Guanghui Technology Group announced in January, 2016.

"Since joining Quantum Materials as a director, Sri's deep
knowledge and experience in the display industry has been crucial
to advancing opportunities for the company in our most important
and immediate market -- quantum dots for next-generation displays,"
said Quantum Materials Corp founder and CEO, Mr. Stephen Squires.
"We are excited to have him expand his role with us as Chief
Executive Officer and welcome his 'display-centricity' as it is
precisely that focus which will drive our success in delivering
superior non-heavy metal quantum dots to our current and future
clients."

"Our company is making great progress with product development and
the market conditions are right for rapid growth in quantum dot
technology for electronic displays," said Mr. Daniel Carlson,
Chairman of the Board.  "With Sri and Stephen leading key
initiatives for the company, we are well poised to grow Quantum
Materials Corp within the display industry while positioning the
company to be a market leader as other uses for quantum dots begin
to commercialize."

Over the course of his 25 years in the industry, Mr. Peruvemba has
been an influential advocate in the advancement of electronic
display technology.  He is a widely respected expert on displays,
and related technologies and consults, writes, and presents on
those subjects globally.  Mr. Peruvemba is the CEO of Marketer
International, a marketing services firm, and serves on the board
of The Society for Information Display (SID).  He was previously
CMO for E Ink Corporation.  Mr. Peruvemba has also held senior
level positions at Sharp Corp, TFS Inc., Planar Systems, and
Suntronic Technology.
"This is truly an exciting time for technological advancement in
the display industry, and I am thrilled to have the opportunity to
work at the forefront of that advancement.  The adoption of quantum
dot technology within the display industry is accelerating and I
believe that our continuous flow manufacturing process has us
positioned to be an industry leader," said Mr. Peruvemba.  "I thank
Stephen and the board of directors for their confidence in me and
look forward to working with the team and our display industry
partners to fulfill our destiny."

In connection with Mr. Squires' appointment as managing director of
Solterra, the Company entered into an Amended and Restated
Employment Agreement with Mr. Squires which provides that, until
such time as the Company records its first $10,000,000 in revenue,
the Company will pay Mr. Squires an annual base salary of no less
than $225,000 and after the occurrence of the Revenue Trigger, the
Company shall pay Mr. Squires an annual base salary of no less than
$247,500.  Mr. Squires will also be eligible for certain annual
bonuses and equity awards pursuant to the Squires Agreement.  The
term of the Squires Agreement is for two years, and provides for
severance payments in the event of termination or a change in
control of the Company.

In connection with Mr. Peruvemba's appointment as chief executive
officer, the Company entered into an Employment Agreement with Mr.
Peruvemba that provides for an annual base salary of $180,000.  Mr.
Peruvemba will also be eligible for certain annual bonuses and
equity awards pursuant to the Peruvemba Agreement.  The term of the
Peruvemba Agreement is indefinite, subject to termination by either
party, and provides for severance payments in the event of
termination or a change in control of the Company.

                      About Quantum Materials

Quantum Materials Corp. and its wholly owned subsidiary, Solterra
Renewable Technologies, Inc. (collectively referred to as the
company) are headquartered in San Marcos, Texas.  The company
specializes in the design, development, production and supply of
quantum dots, including tetrapod quantum dots, a high performance
variant of quantum dots, and highly uniform nanoparticles, using
its patented automated continuous flow production process.

As of March 31, 2016, Quantum had $1.06 million in total assets,
$1.48 million in total liabilities, and a total stockholders'
deficit of $419,000.

Weaver and Tidwell, L.L.P., in an Oct. 13, 2015 report expressed
substantial doubt about the company's ability to continue as a
going concern.  The firm audited the consolidated balance sheets of
the company as of June 30, 2015 and 2014, and the related
consolidated statements of operations, stockholders' equity
(deficit), and cash flows for each of the years in the two-year
period ended June 30, 2015.  The independent auditor noted that the
Company has suffered recurring losses from operations and has an
accumulated deficit that raises substantial doubt about its ability
to continue as a going concern.


RABBE FARMS: Wants Solicitation Period Extended to Oct. 31
----------------------------------------------------------
Rabbe Farms LLP, et al., ask the Hon. Kathleen H. Sanberg of the
U.S. Bankruptcy Court for the District of Minnesota to extend the
exclusive period within which they alone may obtain confirmation of
a plan until Oct. 31, 2016.

The Court will hold a hearing on this request at 10:00 a.m. on July
6, 2016.  Any response to this request must be filed and served no
later than July 1, 2016.

On Jan. 27, 2016, the Debtors filed a joint disclosure statement
and joint plan of reorganization in each of their cases within the
time requirements of Section 1121(b).  Pursuant to Section
1121(c)(3), the Debtors had the exclusive right to confirm a plan
until March 27, 2016.

On Feb. 24, 2016, Farmers State Bank of Trimont filed an objection
to each of the Debtors' disclosure statements.  On Feb. 26, 2016,
FCA Co-Op, an unsecured creditor in the North Country Seed case,
filed an objection to the Debtor's disclosure statement.  On Feb.
25, 2016, the U.S. Trustee filed an objection.

Prior to the objections being filed, it had become apparent to the
Debtors that it would be necessary to commence at least three
adversary proceedings concerning issues central to the plans of
reorganization for these Debtors.

The first of these adversary proceedings is an action by Rabbe
Farms against FSB and its escrow agent for turnover of pre-petition
deeds to 503 acres of farmland executed by Rabbe Farms and
delivered into escrow pursuant to a pre-petition deed in lieu of
foreclosure agreement.  The second adversary proceeding is by Rabbe
Ag Enterprises against FSB to determine that no property of Rabbe
Ag Enterprises is subject to security interests allegedly securing
debts of Rabbe Farms to FSB.  The third adversary proceeding is a
preference avoidance claim by North Country Seed LLC against FCA
Co-Op for approximately $1.3 million for payments made during the
90 days before the petition date.  This adversary proceeding is
scheduled for trial on Sept. 13, 2016.

The Debtors tell the Court that objections to plan confirmation may
suggest that the three adversary proceedings must be completed (or
settled through the court ordered mediation), in order to allow
adequate time to resolve the three adversary proceedings filed in
these cases, Debtors seek an additional extension of the
exclusivity period for Debtors to obtain confirmation until Oct.
31, 2016.

The Debtors have been diligent in moving their plan toward
confirmation, filing the plan before the 120 day exclusivity
period.  Due to circumstances beyond Debtors' control, the Debtors
will be unable to obtain plan confirmation by June 25, 2016, as the
confirmation hearing is not scheduled until July 29, 2016.  The
Debtors submit that the circumstances constitute cause for the
Court to extend the period during which only Debtors may obtain
confirmation of a plan until Oct. 31, 2016.

About 280 pleadings and three adversary cases have been filed in
these cases.  Addressing these motions, negotiating with vendors
and counterparties, responding to a multitude of creditor and
supplier inquiries, gathering information required to complete the
Debtors' schedules and statements, continuing to analyze leases and
executory contracts, and litigating the three adversary proceedings
has required extensive time and resources.

There are certain critical matters that must be resolved before
Debtors can gain approval of a Plan.  To that end, the Court has
ordered that the Debtors mediate plan treatment and other related
issues with the primary creditor Farmers State Bank of Trimont.

Rabbe Ag has been successful in obtaining DIP financing and
therefore is in the process of putting in the 2016 crop.

Although FSB claims that it has an interest in all of the cash of
the Debtors, FSB has consented to the use of cash for essential
payments such as insurance, taxes and utilities.  Operating
expenses of Rabbe Ag are being paid from the DIP facility.  The
fact that Debtors have had access to sufficient liquidity to pay
these essential post-petition debts as they come due supports the
granting of an extension of Debtor's Exclusive Periods, because it
suggests that an extension will not jeopardize the rights of
post-petition creditors and counterparties.

The disclosure statement have been approved and the plans are
moving toward confirmation.  An extension of the Debtors' Exclusive
Periods will enable Debtors and their various economic stakeholders
to negotiate resolution of any confirmation objections and will
maximize the value of the Debtors' estates.

The Debtors' counsel can be reached at:

      LAPP, LIBRA, THOMSON,
      Ralph V. Mitchell, Esq.
      120 South Sixth Street, Suite 2500
      Minneapolis, MN 55402
      Tel: (612) 338-5815

Headquartered in Ormsby, Minnesota, Rabbe Farms LLP, dba Rabbe
Grain Co., dba Rabbe Grain Elevator, filed for Chapter 11
bankruptcy protection (Bankr. D. Minn. Case No. 15-33479) and
affiliates Rabbe Ag Enterprises General Partnership (Bankr. D.
Minn. Case No. 15-33481) and North Country Seed, LLC (Bankr. D.
Minn. Case No. 15-33482) filed separate Chapter 11 bankruptcy
protection on Sept. 29, 2015

Judge Kathleen H Sanberg presides over the case.

Ralph Mitchell, Esq., at Lapp Libra Thomson Stoebner & Pusch
presides over the case.

Rabbe Farms estimated its assets at between $1 million and $10
million and liabilities at between $10 million and $50 million.

Rabbe Ag Enterprises estimated its assets at up to $50,000 and
liabilities at between $500,000 and $1 million.

North Country Seed estimated its assets at up to $50,000 and
liabilities at between $1 million and $10 million.

The petitions were signed by Joel Rabbe, general partner.


REPUBLIC AIRWAYS: Bankruptcy Court Approves UAL Agreement Amendment
-------------------------------------------------------------------
Republic Airways Holdings Inc. on June 17, 2016 disclosed that the
U.S. Bankruptcy Court for the Southern District of New York issued
its ruling approving the Company's comprehensive amendment to its
agreement with United Airlines.  The amended agreement provides
substantial and interrelated operational and economic benefits, and
provides for the uninterrupted flying of all 54 E170 and E175
aircraft currently operated by Republic for United.  The agreement
also extends the terms to all current E170s and, subject to certain
conditions, allows for further deliveries of E175s under revised
new aircraft delivery schedules.  The Company anticipates the
court's approval will become effective on June 23, 2016.

Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are
serving as Republic's legal advisors in the restructuring.  Seabury
Securities LLC is serving as Republic's financial advisor.  Sidley
Austin LLP is serving as United's legal advisor.

                     About Republic Airways

Republic Airways Holdings Inc., based in Indianapolis, is an
airline holding company (NASDAQ: RJET) that owns Republic Airline
and Shuttle America Corporation. Republic Airline and Shuttle
America -- http://www.rjet.com/-- offer approximately 1,000
flights daily to 105 cities in 38 states, Canada, the Caribbean and
the Bahamas through Republic's fixed-fee codeshare agreements under
our major airline partner brands of American Eagle, Delta
Connection and United Express. The airlines currently employ about
6,000 aviation professionals.

On Feb. 25, 2016 Republic Airways Holdings Inc. and 6 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of New York.  The
Debtors have requested that their cases be jointly administered
under Case No. 16-10429.  The petitions were signed by Joseph P.
Allman as senior vice president and chief financial officer. Judge
Sean H. Lane has been assigned the cases.

As of Jan. 31, 2016, on a consolidated basis, Republic had assets
and liabilities of $3,561,000,000 and $2,971,000,000 (unaudited),
respectively.

Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are
serving as Republic's legal advisors in the restructuring.  Seabury
Group LLC is serving as financial advisor.  Deloitte & Touche LLP
is the independent auditor.  Prime Clerk is the claims and noticing
agent.

The U.S. Trustee for Region 2 appointed seven creditors of Republic
Airways Holdings Inc. to serve on the official committee of
unsecured creditors.  The Committee retained Morrison & Foerster
LLP as attorneys and Imperial Capital, LLC, as investment banker
and co-financial advisor.


RESPONSE BIOMEDICAL: Shareholders Elect Seven Directors
-------------------------------------------------------
Response Biomedical Corp., in accordance with the requirements of
the Toronto Stock Exchange, announced the results of voting at its
2016 Annual General and Special Meeting of Shareholders held
June 13.  A total of 6,110,535 common shares were represented at
the meeting, representing approximately 62% of the issued and
outstanding common shares of the Company.  At the meeting,
shareholders:

    (1) elected Dr. Anthony Holler, M.D., Dr. Joseph D. Keegan,
        Ph.D., Dr. Barbara R. Kinnaird, Ph.D., Clinton H.
        Severson, Lewis J. Shuster, Dr. Peter A. Thompson, M.D.,
        and Dr. Jonathan J. Wang, Ph.D. as directors to hold
        office until the next Annual Meeting of Shareholders or
        until their successors are elected or appointed;

    (2) appointed PricewaterhouseCoopers LLP, Chartered
        Professional Accountants, as auditor of the Company for
        the ensuing year;

    (3) approved all unallocated options, rights, and other
        entitlements and the ability of the Company to continue
        granting options under its Amended and Restated 2008 Stock
        Option Plan until June 13, 2019;

    (4) approved all unallocated entitlements and the ability of
        the Company to continue granting Restricted Share Units
        under its RSU Plan until June 13, 2019;

    (5) approved all unallocated entitlements and the ability of
        the Company to continue granting Deferred Share Units
        under its DSU Plan until June 13, 2019; and

    (6) approved, on an advisory basis, the Company's executive
        compensation as outlined in the Company's management
        information circular.

                     About Response Biomedical
  
Based in Vancouver, Canada, Response Biomedical Corporation
develops, manufactures and sells diagnostic tests for use with its
proprietary RAMP(R) System, a portable fluorescence immunoassay-
based diagnostic testing platform.  The RAMP(R) technology
utilizes a unique method to account for sources of error inherent
in conventional lateral flow immunoassay technologies, thereby
providing the ability to quickly and accurately detect and
quantify an analyte present in a liquid sample.  Consequently, an
end-user on-site or in a point-of-care setting can rapidly obtain
important diagnostic information.  Response Biomedical currently
has thirteen tests available for clinical and environmental
testing applications and the Company has plans to commercialize
additional tests.

Response Biomedical reported a net loss of C$150,000 on C$15.41
million of total revenue for the year ended Dec. 31, 2015, compared
to a net loss of C$2.09 million on C$11.01 million of total revenue
for the year ended Dec. 31, 2014.

As of Dec. 31, 2015, Response had C$11.80 million in total assets,
C$12.51 million in total liabilities and a total shareholders'
deficit of C$711,000.

PricewaterhouseCoopers LLP, in Vancouver, Canada, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the company has incurred
recurring losses from operations and has an accumulated deficit at
Dec. 31, 2015, that raises substantial doubt about its ability to
continue as a going concern.


RICEBRAN TECHNOLOGIES: Files Copy of Investor Presentation With SEC
-------------------------------------------------------------------
On June 16, 2016, RiceBran Technologies posted on its Web site at
http://www.ricebrantech.com/an investor presentation regarding the
company and its pending proxy contest against LF-RB Management,
LLC.  In addition to being available on RiceBran's website, a copy
of the investor presentation is available for free at
https://is.gd/XtDmpU

                        About RiceBran

Scottsdale, Ariz.-based RiceBran Technologies, a California
corporation, is a human food ingredient and animal nutrition
company focused on the procurement, bio-refining and marketing of
numerous products derived from rice bran.

RiceBran reported a net loss of $10.6 million on $39.9 million of
revenues for the year ended Dec. 31, 2015, compared to a net loss
of $26.6 million on $40.10 million of revenues for the year ended
Dec. 31, 2014.

As of March 31, 2016, RiceBran had $34.9 million in total assets,
$26.9 million in total liabilities and $7.66 million in total
equity attributable to the Company's shareholders.

The Company's auditors Marcum LLP, in New York, NY, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has suffered
recurring losses from operations resulting in an accumulated
deficit of $251 million at December 31, 2015.  This factor among
other things, raises substantial doubt about its ability to
continue as a going concern.


RMS TITANIC: Asks Court to Extend Schedules Filing Deadline
-----------------------------------------------------------
Citing the complexity and diversity of their operations, RMS
Titanic, Inc., and seven of its affiliates filed a motion with the
Bankruptcy Court seeking a 28-day extension of their deadline to
file schedules of assets and liabilities and statement of financial
affairs.

On the Petition Date, the Debtors attached to their voluntary
petition a list of creditors holding the 20 largest unsecured
claims against their estates, which includes the estimated amounts
that each such creditor owed and the basis for each claim.
Although the Debtors' management and advisors have been working
diligently to meet the Schedules Deadline, the Debtors anticipate
that they will need a brief extension of that deadline.

Given the substantial burdens already imposed on the Debtors'
management by the commencement of these chapter 11 cases, the
limited number of employees available to collect the information,
the competing demands upon such employees, and the time and
attention the Debtors must devote to the restructuring process, the
Debtors assert that "cause" exists to extend the Schedules Deadline
through and including July 12, 2016.

                       About RMS Titanic

RMS Titanic, Inc., a wholly owned subsidiary of Premier
Exhibitions, Inc., is the only company permitted by law to recover
objects from the wreck of Titanic.  The Company was granted
Salvor-In-Possession rights to the wreck of Titanic by the United
States District Court for the Eastern District of Virginia, Norfolk
Division in 1994 and has conducted eight research and recovery
expeditions to Titanic recovering approximately 5,000 artifacts.
In the summer of 2010, RMS Titanic, Inc. conducted a
ground-breaking expedition to Titanic 25 years after its discovery,
to undertake innovative 3D video recording, data gathering and
other technical measures so as to virtually raise Titanic,
preserving the legacy of the ship for all time.

                      About Premier Exhibitions

Premier Exhibitions, Inc. (Nasdaq:PRXI), located in Atlanta,
Georgia, is a foremost presenter of museum quality exhibitions
throughout the world.  Premier is a recognized leader in developing
and displaying unique exhibitions for education and entertainment
including Titanic: The Artifact Exhibition, BODIES...The
Exhibition, Tutankhamun: The Golden King and the Great Pharaohs,
Pompeii The Exhibition, Extreme Dinosaurs and Real Pirates in
partnership with National Geographic.  The success of Premier
Exhibitions, Inc. lies in its ability to produce, manage, and
market exhibitions.  Additional information about Premier
Exhibitions, Inc. is available at the Company's  Web site
http://www.PremierExhibitions.com/

RMS Titanic and seven of its subsidiaries filed voluntary petitions
for reorganization under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. M.D. Fla. Proposed Lead Case No. 16-02230) on June 14,
2016.  Chief Financial Officer and Chief Operating Officer Michael
J. Little signed the petitions.

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

The Debtors have hired Nelson Mullins Riley & Scarborough LLP as
counsel.

The Chapter 11 cases are assigned to Judge Paul M. Glenn.


RMS TITANIC: Seeks Joint Administration of Cases
------------------------------------------------
To avoid unnecessary and expensive duplication of motions and other
pleadings, RMS Titanic, Inc., Premier Exhibitions, Inc., Premier
Exhibitions Management, LLC, Arts and Exhibitions International,
LLC, Premier Exhibitions International, LLC, Premier Exhibitions
NYC, Inc., Premier Merchandising, LLC, and Dinosaurs Unearthed
Corp. asked the Bankruptcy Court to jointly administer their
Chapter 11 cases under the case of RMS Titanic, Inc., Case No.
16-02230.

Absent joint administration, the Debtors will need to file several
other motions regarding operational issues and several accompanying
notices, orders, and other pleadings.

According to the Debtors, joint administration will simplify the
Office of the United States Trustee's supervision of all aspects of
their cases.

The Debtors said that their respective creditors will not be
adversely affected by the joint administration of these cases since
joint administration is for procedural purposes only and will not
effect a substantive consolidation of their estates.

Moreover, the Debtors noted, filing the monthly operating reports
required by the Guidelines promulgated by the U.S. Trustee on a
consolidated basis will promote administrative economy and
efficiency.

The Debtors are represented by:

         Daniel F. Blanks, Esq.
         Lee D. Wedekind, III, Esq.
         NELSON MULLINS RILEY & SCARBOROUGH LLP
         50 N. Laura Street, Suite 4100
         Jacksonville, Florida 32202
         Tel: (904) 665-3656
         Fax: (904) 665-3699
         E-mail: daniel.blanks@nelsonmullins.com
                 lee.wedekind@nelsonmullins.com

                        About RMS Titanic

RMS Titanic, Inc., a wholly owned subsidiary of Premier
Exhibitions, Inc., is the only company permitted by law to recover
objects from the wreck of Titanic.  The Company was granted
Salvor-In-Possession rights to the wreck of Titanic by the United
States District Court for the Eastern District of Virginia, Norfolk
Division in 1994 and has conducted eight research and recovery
expeditions to Titanic recovering approximately 5,000 artifacts.
In the summer of 2010, RMS Titanic, Inc. conducted a
ground-breaking expedition to Titanic 25 years after its discovery,
to undertake innovative 3D video recording, data gathering and
other technical measures so as to virtually raise Titanic,
preserving the legacy of the ship for all time.

                      About Premier Exhibitions

Premier Exhibitions, Inc. (Nasdaq:PRXI), located in Atlanta,
Georgia, is a foremost presenter of museum quality exhibitions
throughout the world.  Premier is a recognized leader in developing
and displaying unique exhibitions for education and entertainment
including Titanic: The Artifact Exhibition, BODIES...The
Exhibition, Tutankhamun: The Golden King and the Great Pharaohs,
Pompeii The Exhibition, Extreme Dinosaurs and Real Pirates in
partnership with National Geographic.  The success of Premier
Exhibitions, Inc. lies in its ability to produce, manage, and
market exhibitions.  Additional information about Premier
Exhibitions, Inc. is available at the Company's  Web site
http://www.PremierExhibitions.com/

RMS Titanic and seven of its subsidiaries filed voluntary petitions
for reorganization under Chapter 11 of the Bankruptcy Code in the
U.S. Bankruptcy Court for the Middle District of Florida (Bankr.
M.D. Fla. Proposed Lead Case No. 16-02230) on June 14, 2016.  Chief
Financial Officer and Chief Operating Officer Michael J. Little
signed the petitions.

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

The Chapter 11 cases are assigned to Judge Paul M. Glenn.


RONALD HOWLAND: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Ronald Howland, D.M.D., P.A.

Ronald Howland, D.M.D., P.A. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-01520) on April
22, 2016.  The Debtor is represented by Richard R. Thames, Esq., at
Thames Markey & Heekin, P.A.


SANDERS NURSERY: Exclusive Solicitation Period Extended to Aug. 30
------------------------------------------------------------------
The Hon. Tom R. Cornish of the U.S. Bankruptcy Court for the
Eastern District of Oklahoma has extended, at the behest of Sanders
Nursery & Distribution Center, Inc., the exclusivity period for
soliciting acceptances of the Debtor's plan of reorganization by 90
days, from June 1, 2016, to and including Aug. 30, 2016.

As reported by the Troubled Company Reporter on June 3, 2016, the
Debtor sought to extend the Exclusivity Period to provide it
sufficient time to solicit acceptances of the Plan, and submits
that cause exists principally due to the substantial progress the
the Debtor has made towards reorganization in this case.

Headquartered in Tahlequah, Oklahoma, Sanders Nursery &
Distribution Center, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Okla. Case No. 15-81312) on Dec. 4, 2015,
estimating its assets and liabilities at between $1 million and $10
million each.  The petition was signed by Burl Berry, vice
president.

Judge Tom R. Cornish presides over the case.

Brandon Craig Bickle, Esq., at Gable & Gotwals, P.C., serves as the
Debtor's bankruptcy counsel.


SCA LP: Seeks to Hire Allen B. Dubroff as Legal Counsel
-------------------------------------------------------
SCA, L.P. seeks approval from the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania to hire Allen B. Dubroff, Esquire
& Associates LLC as its legal counsel.

SCA, L.P. tapped the firm to give legal advice about its powers and
duties as a debtor-in-possession, prepare legal papers on its
behalf and provide other necessary services.

In a court filing, Allen Dubroff, Esq., disclosed that the firm
does not represent any interest adverse to the Debtor.

The firm can be reached through:

     Allen B. Dubroff
     Allen B. Dubroff, Esquire & Associates LLC
     1500 JFK Boulevard, Suite 1030
     Philadelphia, PA 19102
     Tel: 215-568-2700
     Fax: 215-689-3777
     E-mail: allen@dubrofflawllc.com

                          About SCA, L.P.

SCA, L.P. sought Chapter 11 protection (Bankr. E. D. Pa. Case No.
16-14223) on June 13, 2016.  The petition was signed by Allen S.
Berman, managing member of 1036 Realty LLC.  The case is assigned
to Judge Jean K. FitzSimon.  At the time of the filing, the Debtor
estimated assets and debts to be between $1 million and $10
million.


SCIENTIFIC GAMES: Stockholders Elect 11 Directors
-------------------------------------------------
On June 15, 2016, Scientific Games Corporation held its annual
meeting of stockholders at which the stockholders: (1) elected
Ronald O. Perelman, M. Gavin Isaacs, Richard M. Haddrill, Peter A.
Cohen, David L. Kennedy, Gerald J. Ford, Judge Gabrielle K.
McDonald, Paul M. Meister, Michael J. Regan, Barry F. Schwartz and
Frances F. Townsend as directors to serve for the ensuing year and
until their respective successors are duly elected and qualified;
(2) approved the Scientific Games Corporation 2016 Employee Stock
Purchase Plan, which is intended to qualify as an "employee stock
purchase plan" within the meaning of Section 423 of the Internal
Revenue Code of 1986, as amended; and (3) ratified the appointment
of Deloitte & Touche LLP as the Company's independent auditor for
the fiscal year ending Dec. 31, 2016.

                      About Scientific Games

Scientific Games Corporation is a developer of technology-based
products and services and associated content for worldwide gaming
and lottery markets.  The Company's portfolio includes instant and
draw-based lottery games; electronic gaming machines and game
content; server-based lottery and gaming systems; sports betting
technology; loyalty and rewards programs; and social, mobile and
interactive content and services.  Visit
http://www.scientificgames.com/          

Scientific Games reported a net loss of $1.39 billion on $2.75
billion of total revenue for the year ended Dec. 31, 2015, compared
to a net loss of $234.3 million on $1.78 billion of total revenue
for the year ended Dec. 31, 2014.

As of March 31, 2016, Scientific Games had $7.69 billion in total
assets, $9.27 billion in total liabilities and a total
stockholders' deficit of $1.58 billion.

                           *     *     *

The TCR reported on May 21, 2014, that Moody's Investors Service
downgraded Scientific Games Corporation's ("SGC") Corporate Family
Rating to 'B1'.  The downgrade reflects Moody's view that slower
than expected growth in SGC's Gaming and Instant Products segments
will cause Moody's adjusted leverage to exceed 6.0 times by the
end of 2014.

As reported by the TCR on Aug. 5, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating to 'B+' from 'BB-' on
Scientific Games Corp.

"The downgrade and CreditWatch placement follow Scientific Games'
announcement that it has agreed to acquire Bally Technologies for
$5.1 billion, including the refinancing of about $1.8 billion in
net debt at Bally," said Standard & Poor's credit analyst Ariel
Silverberg.


SEANERGY MARITIME: Reports Financial Results for First Quarter
--------------------------------------------------------------
Seanergy Maritime Holdings Corp. announced its financial results
for the three months ended March 31, 2016.

The Company reported a net loss of US$6.72 million on US$7 million
of net vessel revenue for the three months ended March 31, 2016,
compared to  net loss of US$1 million on US$0 of vessel revenue for
the same period in 2015.

As of March 31, 2016, the Company had US$206 million in total
assets, US$185 million in total liabilities, and US$21.09 million
in stockholders' equity.

Stamatis Tsantanis, the Company's chairman & chief executive
officer, stated:
"Market conditions in the dry bulk market during the first quarter
of 2016 continued to be unfavorable, as the average BDI was 42%
lower as compared to the first quarter of 2015.  However, during
May 2016 the Capesize index was approximately 39% higher than in
May 2015.  This suggests that changes in iron ore and coal
inventory cycles have the capacity to impact the market positively.
Furthermore, it should be noted that our fleet's Time Charter
Equivalent (TCE) rate outperformed major market indexes, which is
particularly important given the difficult market environment
during the first quarter.  Our Supramax vessels earned a TCE rate
of approximately $4,943 in the first quarter of 2016 compared to
the average Baltic Supramax Index of $3,801 in the same period.
Also during the first quarter of 2016, our six Capesize vessels
earned a TCE rate of $3,290 as compared to an average reading of
$1,424 for the Baltic Capesize Index."

"On a different note, we have agreed to certain amendments to our
loan agreements with our lenders that should be highly beneficial
in preserving cash flow.  Looking forward, we firmly believe that
current market conditions represent a unique opportunity to acquire
quality tonnage at historically low prices.  For that reason, we
intend to pursue acquisition opportunities that we believe can
further enhance value for our shareholders.  We believe that
Seanergy is the right platform in the dry bulk listed space in
order to capitalize on the recovery of the freight market and asset
values."

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

                      https://is.gd/R4EO4b

                         About Seanergy

Athens, Greece-based Seanergy Maritime Holdings Corp. is an
international company providing worldwide seaborne transportation
of dry bulk commodities.  The Company owns and operates a fleet
of seven dry bulk vessels that consists of three Handysize, two
Supramax and two Panamax vessels.  Its fleet carries a variety of
dry bulk commodities, including coal, iron ore, and grains, as
well as bauxite, phosphate, fertilizer and steel products.

For the year ended Dec. 31, 2015, the Company reported a net loss
of US$8.95 million on US$11.22 million of net vessel revenue
compared to net income of US$80.34 million on US$2.01 million of
net vessel revenue for the year ended Dec. 31, 2014.


SEARS HOLDINGS: Fairholme Capital Reports 25.2% Stake as of June 15
-------------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Fairholme Capital Management, L.L.C. disclosed that
as of June 15, 2016, it may be deemed to be the beneficial owner of
26,950,548 Shares (25.2%) of Sears Holdings Corporation, based upon
the 106,831,128 Shares outstanding as of May 20, 2016, according to
Sears.  Fairholme has the sole power to vote or direct the vote of
0 Shares, Fairholme has the shared power to vote or direct the vote
of 20,758,473 Shares, Fairholme has the sole power to dispose or
direct the disposition of 0 Shares and Fairholme has the shared
power to dispose or direct the disposition of 26,950,548 Shares to
which this filing relates.

Fairholme Funds, Inc. may be deemed to be the beneficial owner of
16,291,673 Shares (15.2%) of the Company, based upon the
106,831,128 Shares outstanding as of May 20, 2016, according to the
Issuer.  The Fund has the sole power to vote or direct the vote of
0 Shares, the Fund has the shared power to vote or direct the vote
of 16,291,673 Shares, the Fund has the sole power to dispose or
direct the disposition of 0 Shares and the Fund has the shared
power to dispose or direct the disposition of 16,291,673 Shares to
which this filing relates.  Of the 16,291,673 Shares deemed to be
beneficially owned by the Fund, 14,497,773 are owned by The
Fairholme Fund and 1,793,900 are owned by The Fairholme Allocation
Fund, each a series of the Fund.

Bruce R. Berkowitz may be deemed to be the beneficial owner of
27,863,548 Shares (26.1%) of the Company, based upon the
106,831,128 Shares outstanding as of May 20, 2016, according to the
Issuer.  Mr. Berkowitz has the sole power to vote or direct the
vote of 913,000 Shares, Mr. Berkowitz has the shared power to vote
or direct the vote of 20,758,473 Shares, Mr. Berkowitz has the sole
power to dispose or direct the disposition of 913,000 Shares and
Mr. Berkowitz has the shared power to dispose or direct the
disposition of 26,950,548 Shares to which this filing relates.

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

                     https://is.gd/WqFT4u


                         About Sears

Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members.  Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.

The Company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000 full-
line and specialty retail stores in the United States and Canada.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts.  Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.

Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues.  Kmart completed its
merger with Sears on March 24, 2005.

Sears Holdings reported a net loss of $1.12 billion on $25.14
billion of revenues for the year ended Jan. 30, 2016, compared to a
net loss of $1.81 billion on $31.19 billion of revenues for the
year ended Jan. 31, 2015.

As of April 30, 2016, Sears Holdings had $11.2 billion in total
assets, $13.5 billion in total liabilities, and a total deficit of
$2.36 billion.

                            *     *     *

Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to 'Caa1' from 'B3'.  The rating
outlook is stable.

The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year.  The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period.  For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year.  Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014.  "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy.  He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."

As reported by the TCR on March 26, 2014, Standard & Poor's
Ratings Services affirmed its ratings on the Hoffman Estate, Ill.-
based Sears Holdings Corp., including the 'CCC+' corporate credit
rating.

Fitch Ratings had downgraded its long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) to 'CC' from 'CCC',
according to a TCR report dated Sept. 12, 2014.


SEASTAR SOLUTIONS: Moody's Affirms B2 CFR After Dividend Recap
--------------------------------------------------------------
Moody's Investors Service  affirmed the existing ratings of Marine
Acquisition Corp., doing business as SeaStar Solutions ("SeaStar"),
including its B2 Corporate Family Rating, B3-PD Probability of
Default Rating, B2 rating on its $25 million senior secured
revolving credit facility due 2019 and $300 million senior secured
term loan (including a new $90 million add-on term loan) due 2021.
Proceeds from the $90 million add-on term loan, along with cash on
hand, will be used to fund a special dividend to shareholders.

"The dividend recapitalization is aggressive, as it not only
increases leverage but also significantly reduces SeaStar's cash
balance," said Moody's Analyst, Inna Bodeck. Pro forma for the
transaction, Moody's expects the company's cash balance to decline
to $1 million from $33.4 million as of March 31, 2016.
Nevertheless, Moody's affirmed the ratings because SeaStar's good
margins and positive projected free cash flow provide some capacity
to reduce leverage. Additionally, the company will have full access
to its $25 million revolving credit facility due 2019.

Moody's believes that EBITDA will increase modestly in 2016 and
projects that Moody's adjusted debt-to-EBITDA leverage will decline
to the high 4x range absent debt-funded tuck-in acquisitions.

Moody's took the following specific actions on SeaStar:

Ratings affirmed:

Corporate Family Rating, at B2

Probability of Default Rating, at B3-PD

$25 Million Senior Secured Revolving Credit Facility due 2019, at
B2 (LGD3)

$300 Million Senior Secured Term Loan due 2021, at B2 (LGD3)

Outlook action:

Outlook, remains Stable

RATINGS RATIONALE

SeaStar's B2 Corporate Family Rating reflects its modest scale and
heavy concentration of product offerings to the highly cyclical
recreational marine industry. SeaStar's ratings are supported by
its strong market share in hydraulic and mechanical steering
systems in original equipment sales. A relatively consistent
aftermarket marine parts segment provides revenue stability,
supporting expectation for low single digits organic revenue growth
and higher gross margins. SeaStar's Industrial division provides
only minimal non-marine product diversification, as revenue from
that segment has been declining.

Moody's believes that steady growth in demand for marine products,
both in the original equipment manufacturing ("OEM") market and in
the aftermarket, will offset weakness in SeaStar's industrial
segment, resulting in modest improvement in the company's overall
performance in the next 12 months. Pro forma for the pending
dividend recapitalization transaction, Moody's estimates leverage
at 5.2x LTM 3/31/2016 (incorporating Moody's standard adjustments).
Moody's expects that the company will prioritize the use of its
free cash flow to reduce debt over using it to fund tuck-in
acquisitions.

The stable outlook reflects Moody's expectation for the company to
rebuild its cash balance and modestly improve its credit metrics
over the next twelve months, driven by modest growth in OEM and
aftermarket marine sales.

The ratings could be downgraded if debt/EBITDA is sustained above
5.0 times or if free cash flow generation does not meet Moody's
expectations. Any material debt-funded acquisitions, additional
shareholder distributions or other actions could also result in a
downgrade.

A rating upgrade is unlikely given the company's aggressive
financial policy, modest scale, end market concentration, and the
cyclical nature of the marine equipment business. Should the
company significantly increase its scale, a reduction in leverage
to below 3.0 times with free cash flow to debt exceeding 10% on a
sustained basis could support higher rating consideration.

Headquartered in Litchfield, IL, SeaStar is a leading provider of
steering systems for recreational boats, in addition to other parts
such as controls, fuel tanks, and aftermarket engine and drive
replacement parts for marine applications. The company also sells
industrial equipment primarily for heating applications. SeaStar
was acquired by funds affiliated with American Securities in
January 2014. Reported revenues for the twelve months ended March
31, 2016 were approximately $245 million.


SEASTAR SOLUTIONS: S&P Affirms 'B' CCR on Term Loan Add-on
----------------------------------------------------------
S&P Global Ratings said it affirmed its 'B' corporate credit rating
on Litchfield, Ill.–based Marine Acquisition Holdings Inc. (d/b/a
SeaStar Solutions).  The rating outlook is stable.

At the same time, S&P affirmed its 'B' issue-level rating on the
company's proposed upsized and amended $300 million term loan B due
2021, which includes the proposed $90 million add-on.  The recovery
rating on this debt remains '3', indicating S&P's expectation for
meaningful recovery (50% to 70%; lower half of the range) for
lenders in the event of a payment default.  The recovery remains
'3' despite the additional proposed secured debt in the capital
structure due to the dividend recapitalization, because the
incremental borrowings raise fixed charges and our assumed level of
emergence EBITDA that would trigger a default.

S&P expects the company to use proceeds from the term loan add-on,
along with cash balances, to pay a dividend to its owners, and for
fees and expenses.

"The affirmation reflects the fact that the proposed incremental
leverage the company would assume upon close of the transaction
does not meaningfully impair SeaStar's financial risk," said S&P
Global Ratings credit analyst Daniel Pianki.

The company had built-in leverage capacity over the past several
years through EBITDA growth and debt repayment that it is utilizing
in this transaction.  The rating continues to incorporate our view
that financial sponsor-owned companies will periodically increase
leverage to return capital to shareholders. The increased leverage
from the transaction remains below S&P's downgrade thresholds.

The stable outlook reflects S&P's expectation for good growth in
the company's marine OEM and aftermarkets channels to offset
continued weakness in the industrial channel through 2017.


SEQUENOM INC: Stockholders Elect Eight Directors
------------------------------------------------
Sequenom, Inc., held its annual meeting on June 15, 2016, at which
the stockholders:

   (1) elected Kenneth F. Buechler, Myla Lai-Goldman, Richard A.
       Lerner, Ronald M. Lindsay, Catherine J. Mackey, David
       Pendarvis, Charles P. Slacik and Dirk van den Boom as
       directors to serve until the Company's 2017 Annual Meeting
       of Stockholders;

   (2) approved the Amended 2006 Plan to, among other things,
       increase the number of shares of the Company's common stock
       available for issuance under the Amended 2006 Plan by an
       additional 5,386,000 shares;

   (3) approved an amendment to the Company's Restated Bylaws, as
       amended, to provide that the Company's board of directors,
       or any individual director, may be removed at any time,
       with or without cause, by the holders of a majority of the
       shares entitled to vote at an election of directors;

   (4) approved, on an advisory basis, of the compensation of the
       Company's named executive officers; and

   (5) ratified the selection by the Audit Committee of KPMG LLP
       as the Company's independent auditors for the fiscal year
       ending Dec. 31, 2016.

                         About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

Sequenom reported a net loss of $16.3 million on $128 million of
total revenues for the year ended Dec. 31, 2015, compared to net
income of $1.01 million on $152 million of total revenues for the
year ended Dec. 31, 2014.

As of March 31, 2016, Sequenom had $105 million in total assets,
$155 million in total liabilities and a total stockholders' deficit
of $49.9 million.


SK HOLDCO: S&P Retains 'B+' Rating on 1st Lien Revolver Due 2019
----------------------------------------------------------------
S&P Global Ratings said that its 'B+' issue-level ratings and '2'
recovery ratings on SK HoldCo LLC's first-lien revolver due 2019
and first-lien term loans due 2021 and its 'CCC+' issue-level
rating and '6' recovery rating on SK's unsecured notes due 2022 are
unchanged following the company's announcement of a
$75 million add-on term loan.  The '2' recovery ratings on the
first-lien revolver and term loans indicate S&P's expectation for
substantial (70%-90%; lower half of the range) recovery in the
event of a default.  The '6' recovery rating on the unsecured notes
indicates S&P's expectation of negligible (0%-10%) recovery in the
event of a default.  All of S&P's other ratings on SK HoldCo are
also unchanged.

The company plans to use the proceeds from this add-on for general
corporate purposes, including to fund the acquisitions in its
pipeline.

RATINGS LIST

SK HoldCo LLC
Corporate Credit Rating               B/Stable/--

Ratings Unchanged

Midas Intermediate Holdco II LLC
Senior Secured                        B+
  Recovery Rating                      2L
Senior Unsecured                      CCC+
  Recovery Rating                      6

Midas Intermediate Holdco II Finance Inc.
Senior Unsecured                      CCC+
  Recovery Rating                      6


SPIRE CORP: CEO Agrees to Repay $820,171 to Compensation Plan
-------------------------------------------------------------
In April 2016, Spire Corporation began pursuing a pro rata
settlement arrangement with the Company's unsecured creditors in
order to attempt to settle its debts and avoid a potential
bankruptcy filing.  In furtherance of those discussions, the
Company entered into a contingent agreement with its former CEO and
Chairman, Roger G. Little.

On June 13, 2016, the Company entered into (i) an Agreement to
Repay Deferred Compensation Payments with Mr. Little, David R.
Blouin and Blouin & Company, Inc. and (ii) a Mutual General
Releases Agreement with Mr. Little, SPI-Trust, Mr. Blouin and
Blouin & Company, Inc.  Pursuant to the Repayment Agreement, Mr.
Little agreed to repay $820,171 to the Company's Non-Qualified
Deferred Compensation Plan, which represents $2,164,534 of
compensation previously paid out to Mr. Little from the Plan offset
by $1,334,363 owed to Mr. Little by the Company.  Under the
Repayment Agreement, Mr. Little also agreed return to the Company
845,241 shares of the Company's common stock previously issued
under the Plan to Mr. Little.  The Repayment Amount will be used to
pay the Company's unsecured creditors for outstanding claims and
for reasonable expenses related to the administration of the
creditor distributions.  As of June 16, 2016, approximately 80% of
the Company's unsecured creditors had agreed to the terms of the
Company's proposed settlement offer.  Assuming the Repayment Amount
is received, the Company estimates an aggregate of $427,000 will be
distributed to those unsecured creditors that accepted the
Company's settlement offer as of June 16, 2016.

Pursuant to the Release Agreement, the Company and Mr. Little
agreed to a mutual release of any and all claims or causes of
actions which they have or might have had, now existing or arising
after the date of the Release Agreement.  If the Repayment Amount
is not received by the Plan, the Company's release of claims
against Mr. Little will be deemed null and void. The releases do
not act to release any rights and interests held by Mr. Little
solely in his capacity as a shareholder of the Company.  The
releases do not act to release any and all rights and claims Mr.
Little has if it is ultimately determined that he is entitled to a
distribution under the Plan.  If a bankruptcy case or insolvency
proceeding is brought by or against the Company, the release of Mr.
Little's claims against the Company will be deemed null and void.
The Release Agreement contains customary confidentiality and
non-disparagement obligations on each of the parties thereto.

                        About Spire Corp

Bedford, Massachusetts-based Spire Corporation currently develops,
manufactures and markets customized turn-key solutions for the
solar industry, including individual pieces of manufacturing
equipment and full turn-key lines for cell and module production
and testing.

Spire Corporation reported a net loss of $8.52 million in 2013, as
compared with a net loss of $1.85 million in 2012.

As of Sept. 30, 2014, the Company had $9.73 million in total
assets, $15.60 million in total liabilities and a total
stockholders' deficit of $5.87 million.

McGladrey LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company incurred an operating loss from continuing operations
of $8.4 million and cash used in operating activities of
continuing operations was $5.2 million.  The Company's credit
agreement with a bank is due to expire on April 30, 2014.  These
factors raise substantial doubt about its ability to continue as a
going concern.


STONEWALL GAS: S&P Raises CCR to 'B', Outlook Stable
----------------------------------------------------
S&P Global Ratings raised the corporate credit rating on Stonewall
Gas Gathering LLC (Stonewall) to 'B' from 'B-'.  The rating outlook
is stable.

At the same time, S&P raised the issue-level rating on the
company's senior secured term loan B due 2022 to 'BB-' from 'B'.
S&P revised the recovery rating on this debt to '1' from '2'.  The
'1' recovery rating indicates S&P's expectation lenders could
receive very high (90%-100%) recovery in the event of a payment
default.

"The rating action reflects the lower debt leverage following
Stonewall's recent debt repayment after Antero Resources acquired a
15% equity interest in the gathering system," said S&P Global
ratings credit analyst Mike Llanos.  Stonewall is a gas-gathering
pipeline system located in the southwestern part of the Marcellus
shale basin. It is 40% owned by M3 Midstream LLC, 30% by WGL
Midstream, 15% by Antero Midstream, and 15% by Vega Energy.

S&P assess Stonewall's business risk profile as vulnerable,
reflecting the company's limited scale, lack of geographic
diversity, and counterparty risk.  Partially offsetting these
factors is the contracted fee-based nature of its cash flows.

Although Stonewall can expand the system by an additional 600
million cubic feet per day with compression installation, S&P's
analysis does not assume Stonewall will exercise this opportunity
over the next year, given the weak commodity price environment and
difficulty attracting additional shippers to commit to long-term
contracts.  The company benefits from long-term (15 years) 100%
fee-based contracts with Antero Resources Corp. and Mountaineer
Keystone LLC.  The cash flows also benefit from minimum volume
commitments, which mitigate the risk of lower volumes during the
lower commodity price environment.  Mountaineer is unrated and in
S&P's view adds a level of counterparty risk.

The improvement in Stonewall's financial risk profile to
significant from aggressive reflects S&P's expectation of adjusted
leverage in the 3x range.  S&P's base-case forecast assumes capital
spending of roughly $50 million and adjusted EBITDA of about $70
million.  Pro forma for the debt repayment, there is roughly $260
million of debt outstanding.  S&P projects Antero's volumes to
account for roughly 85% of total volumes in 2016 and expect
Mountaineer will make up the majority of the remaining volumes,
which, if completely curtailed and not replaced, could result in
adjusted leverage increasing between 0.5x and 1x from S&P's
expectations.

The stable rating outlook reflects S&P's view the company will
continue to focus on adding additional shipper commitments while
maintaining adequate liquidity and adjusted leverage of about 3x.

S&P could lower the rating if operational issues pressure volumes
such that liquidity becomes constrained or anchor shippers
experience liquidity issues such that they are unable to meet their
contractual agreements and if those volumes are not successfully
remarketed.

Higher ratings are unlikely given the small scale and limited
customer diversity across the system.  S&P could consider raising
the rating if the scale of the pipeline notably improves while
maintaining adjusted leverage below.


SUNEDISON INC: Inks Amendment No. 2 to $300-Mil. DIP Financing
--------------------------------------------------------------
SunEdison, Inc., received final Bankruptcy Court approval of
debtor-in-possession (DIP) financing in the form of new capital
totaling up to $300 million provided by a consortium of first and
second lien lenders.

SunEdison, Inc., obtained certain amendments to the Senior Secured
Superpriority Debtor-in-Possession Credit Agreement, dated as of
April 26, 2016, entered into by and among the Company, the lenders
from time to time party thereto, Deutsche Bank AG New York Branch,
as administrative agent, and the letter of credit issuers and other
financial institutions and entities party thereto from time to
time.  The amendments are reflected in Amendment No. 2 to Senior
Secured Superpriority Debtor-in-Possession Credit Agreement, dated
as of June 9, 2016, among the Company, the DIP Lenders party
thereto and the DIP Agent.  A copy of Amendment No. 2 is available
at https://is.gd/Fi6qSH

The DIP Amendment modifies certain provisions in the DIP Credit
Agreement relating to, among other things:

     (a) the Tranche A and Tranche B roll-up loans;

     (b) delivery of financial statements and certain other
reporting obligations;

     (c) guaranty and collateral matters;

     (d) certain milestones relating to the Company's restructuring
efforts:

         -- On or before June 22, 2016, the Required Lenders
            shall have approved either (x) the comprehensive
            business plan or (y) the alternate controlled
            liquidation budget delivered, and upon approval
            thereof, the related corresponding 13-week forecast
            delivered will become, with the consent of the
            Required Lenders, the "Budget" then in effect until
            a replacement or modified Budget goes into effect.

         -- On or before 120 days after the Petition Date,
            Debtors to file an Acceptable Plan and related
            disclosure statement.

         -- On or before 50 days after filing of an
            Acceptable Plan and related disclosure statement,
            entry of an order, in form and substance
            satisfactory to the Required Lenders, approving
            the disclosure statement.

         -- On or before 50 days after approval of the
            disclosure statement with respect to an Acceptable
            Plan, entry of an order, in form and substance
            satisfactory to the Required Lenders approving
            the Acceptable Plan;

     (e) the minimum cash amount financial covenant:

         Among others, the Borrower covenants with the Lenders
         not to permit the Cash Amount for any Business Day
         occurring in any calendar week to be less than the
         amount set forth opposite such calendar week in the
         table:

  Period   Calendar Week          Cash Amount
  ------   -------------          -----------
  I        Calendar week ending   Budgeted Cash Amount for such
           April 29, 2016   calendar week less $10,000,000

  II       Calendar week ending   $5,000,000
           May 6, 2016 and each
           calendar week
           thereafter until and
           including the
           calendar week in
           which the Delayed
           Draw Borrowing
           Date occurs

  III      Each calendar          The greater of (i) $30,000,000
           week thereafter   and (ii) the lesser of (x) the
                                  Budgeted Cash Amount for such
                                  calendar week less $10,000,000
                                  and (y) the Budgeted Cash
                                  Amount for the immediately
                                  preceding calendar week less
                                  $10,000,000.

     (f) asset sales, including designated assets that constitute
permitted dispositions under the DIP Credit Agreement. In
connection with the DIP Amendment, the requisite DIP Lenders also
approved an updated 13-week budget.

The DIP Amendment reduced the interest rate applicable to Tranche A
roll-up loans relating to amounts drawn under letters of credit
under the Prepetition First Lien Credit Agreement prior to the
commencement of the Chapter 11 Case on April 21, 2016.  The Tranche
A-1 Roll-Up Loans will bear interest:

     (i) at a base rate plus 2.75% per annum or

    (ii) at a reserve-adjusted eurocurrency rate plus 3.75%.

The reserve adjusted eurocurrency rate shall include a 1.0% "LIBOR
floor."

The DIP Credit Agreement was also modified to provide for a
reduction of the amount of interest payable with respect to Tranche
B Roll-Up Loans, based on (x) the reduced amount of interest
payable with respect to Tranche A-1 Roll-Up Loans and (y) a
reduction to the restructuring fee payable to the financial advisor
for the official committee of unsecured creditors in the Chapter 11
Case.

On June 9, 2016, the Bankruptcy Court entered a final order
authorizing the DIP Credit Agreement, including (a) the borrowing
of up to $300.0 million of new money term loans, of which $90.0
million was previously authorized and borrowed, (b) the refinancing
and/or roll-up of all outstanding amounts under that certain Credit
Agreement, dated as of February 28, 2014, as amended, among the
Company, the lenders and letter of credit issuers party thereto
from time to time and Wells Fargo Bank, National Association, as
administrative agent, and (c) the incurrence of Tranche B roll-up
loans in an aggregate principal amount not to exceed $350.0
million, representing the cancellation and replacement of a portion
of the aggregate outstanding principal amount of (i) loans under
that certain Second Lien Credit Agreement, dated as of January 11,
2016, as amended, among the Company, the lenders party thereto from
time to time, Wilmington Savings Fund Society, FSB as
administrative agent, and (ii) the 5.00% guaranteed convertible
senior secured notes due 2018, issued by the Company on January 11,
2016. After entry of the Final DIP Order, the Company borrowed
$210.0 million of New Money Loans, which were funded by the DIP
Lenders in accordance with the DIP Credit Agreement.

In addition, the Company entered into an Amendment to Second Lien
Credit Agreement, dated as of June 9, 2016, with the Prepetition
Second Lien Lenders party thereto and the Prepetition Second Lien
Agent. The Prepetition Second Lien Amendment addresses certain
changes in connection with the issuance of the Tranche B Roll-Up
Loans.  A copy of the Amendment is available at
https://is.gd/RPE6J2

The previous iteration of the DIP Agreement provides for these
Letter of Credit lenders and the applicable percentages of the
funding they would commit:

     L/C Lender                  Applicable Percentage
     ----------                  ---------------------
Goldman Sachs Bank USA                10.000000000%
Deutsche Bank AG New York Branch      13.333333333%
Wells Fargo Bank,
  National Association                 6.666666667%
MIHI LLC                               6.666666667%
Citicorp North America Inc.            3.333333333%
Barclays Bank PLC                     10.000000000%
KeyBank National Association           6.666666667%
Royal Bank of Canada                   8.000000000%
Morgan Stanley Senior
  Funding, Inc.                       10.000000000%
Credit Suisse AG,
  Cayman Islands Branch                6.666666667%
BBVA Compass                           6.666666667%
Bank of America, N.A.                  8.000000000%
Deutsche Bank AG
  Cayman Islands                       4.000000000%
     ----------                  ---------------------
     TOTAL                           100%

This disclosure was removed in Amendment No. 2 to the Senior
Secured Superpriority Debtor-in-Possession Credit Agreement.

                      About SunEdison, Inc.

SunEdison, Inc., (OTC PINK: SUNEQ) 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.


TANDOORI AT TRANSIT: Taps Jerome Bryk & Associates as Accountant
----------------------------------------------------------------
Tandoori at Transit, Inc. and Ravi Sabharwal seek approval from the
U.S. Bankruptcy Court for the Western District of New York to hire
Jerome Bryk & Associates as their accountant.

The services to be provided by the firm include:

     (a) assisting the Debtors in preparing their monthly
         operating reports;

     (b) assisting the Debtors in preparing periodic financial
         projections;

     (c) providing bookkeeping and accounting services for the
         Debtors;

     (d) assisting the Debtors with strategic and tax planning;

     (e) providing general tax, financial and accounting services;

         and

     (f) preparing business and personal tax returns for the
         Debtors.

The firm will receive a flat fee of $420 per month for its
services.

Jerome Bryk, an accountant and principal at Jerome Bryk &
Associates, disclosed in a court filing that the firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.  He may be reached at:

     Jerome Bryk
     Jerome E Bryk & Associates  
     823 Englewood Ave
     Buffalo, NY 14223
     Tel: 716-833-9604

The Debtors can be reached through their counsel:

     Daniel F. Brown, Esq.
     Andreozzi, Bluestein, Weber, Brown, LLP
     9145 Main Street
     Clarence, New York 14031
     Direct Dial: (716) 235-5030
     Office Number: (716) 633-3200, Ext. 318
     Facsimile: (716) 633-0301
     Email: dfb@andreozzibluestein.com

                    About Tandoori at Transit

Tandoori at Transit, Inc. is based in Williamsville, New York, and
operates a restaurant and banquet hall facilities serving Royal
Indian cuisine.  It sought Chapter 11 protection (Bankr. W.D. N.Y.
Case No. 16-10413) on March 7, 2016.

Ravi Sabharwal, vice-president of Tandoori at Transit, sought
Chapter 11 protection (Bankr. W.D.N.Y. Case No. 16-10362) on
February 29, 2016.  His wife, Rita Sabharwal, owns 100 percent of
the stock and is the chief executive officer of Tandoori at
Transit.  

On March 28, 2016, the court ordered the joint administration of
the cases.  The Debtors are represented by Daniel F. Brown, Esq.,
at Andreozzi, Bluestein, Weber, Brown, LLP.

At the time of filing, Tandoori at Transit estimated $50,000 to
$100,000 in assets and $1 million to $10 million in debts.


TANDOORI AT TRANSIT: Taps Shaw & Shaw as Special Counsel
--------------------------------------------------------
Tandoori at Transit, Inc. and Ravi Sabharwal seek approval from the
U.S. Bankruptcy Court for the Western District of New York to hire
Shaw & Shaw, P.C. as special counsel.

Shaw & Shaw will represent Tandoori at Transit in all matters
related to the New York State Liquor Authority.  

Tandoori at Transit's issues with the agency have not yet been
fully resolved and it is anticipated that those issues will be
ongoing for at least the next few months, according to court
filings.

Shaw & Shaw typically bills for its services on a flat fee basis.
Tandoori at Transit proposes to pay an additional post-petition
retainer in the amount of $2,500 to the firm, which has earlier
received $950 as a pre-condition to its representing the Debtor.

Jacob Piorkowski, Esq., an associate at Shaw & Shaw, 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:

     Jacob A. Piorkowski
     Shaw & Shaw, P.C.
     4819 South Park Avenue
     Hamburg, New York 14075
     716-648-3020
     jpiorkowski@shawlawpc.com

                    About Tandoori at Transit

Tandoori at Transit, Inc. is based in Williamsville, New York, and
operates a restaurant and banquet hall facilities serving Royal
Indian cuisine.  It sought Chapter 11 protection (Bankr. W.D. N.Y.
Case No. 16-10413) on March 7, 2016.

Ravi Sabharwal, vice-president of Tandoori at Transit, sought
Chapter 11 protection (Bankr. W.D.N.Y. Case No. 16-10362) on
February 29, 2016.  His wife, Rita Sabharwal, owns 100 percent of
the stock and is the chief executive officer of Tandoori at
Transit.  

On March 28, 2016, the court ordered the joint administration of
the cases.  The Debtors are represented by Daniel F. Brown, Esq.,
at Andreozzi, Bluestein, Weber, Brown, LLP.

At the time of filing, Tandoori at Transit estimated $50,000 to
$100,000 in assets and $1 million to $10 million in debts.


TAUREN EXPLORATION: Hires Broyles as Counsel
--------------------------------------------
Tauren Exploration, Inc., seeks authority from the U.S. Bankruptcy
Court for the Northern District of Texas to employ Frank L.
Broyles, Esq. as counsel to the Debtor.

Tauren Exploration requires Broyles to:

   i.    review various documents from the books and records of
         DIP and its creditors and other books and records in the
         possession of others related to this Case;

   ii.   draft and file typical motions including an application
         to employ Broyles as counsel;

   iii.  draft and file appropriate motions with respect to
         compensation of professional persons, including Broyles;

   iv.   provide legal advice to the DIP with respect to its
         duties and powers;

   v.    assist the DIP in its investigation of its assets,
         liabilities, and financial condition of the DIP, the
         DIP's business, and any other matter relevant to the
         Bankruptcy Case or to the formulation of a plan or plans
         of reorganization;

   vi.   file original and/or amended schedules and statements of
         financial affairs;

   vii.  assist the DIP in the formulation of a plan or plans of
         reorganization, including, if necessary, attending and
         assisting in negotiation sessions, discussions and
         meetings with its creditors;

   viii. assist the Debtor in the possible sale of its assets
         pursuant to Section 363 of the bankruptcy code;

   ix.   assist the Debtor in requesting the appointment of other
         professional persons, should such action be necessary;
         and

   x.    represent the Debtor at all necessary hearings,
         including but not limited to motions, trials, rejection
         and acceptance of executory contract hearings, and
         disclosure statement and plan confirmation hearings.

Broyles will be paid at these hourly rates:

     Frank L. Broyles              $425

Prior to Debtor's filing of the Chapter 11 petition, its owner,
Calvin A. Wallen, advanced $9,750.00 to Broyles plus $1,717 filing
fee. Prior to filing the Chapter 11 case, Broyles withdrew from his
IOLTA Account the sum of $4,717.00 for use as follows: $3,000 for
prepetition representation and $1,717 for the Chapter 11 filing
fee. $6,750 remains in Broyles' IOLTA account to pay for
post-petition representation.

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

Frank L. Broyles, Esq., assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.

Broyles can be reached at:

     Frank L. Broyles, Esq.
     222 W. Las Colinas Blvd.
     1650 East Twr.
     Irving, TX 75039
     Tel: (972) 401-4141
     E-mail: frank.broyles@utexas.edu

                       About Tauren Exploration

Tauren Exploration, Inc. filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 16-32188) on June 3, 2016.


TELKONET INC: Taps Laurel Hill to Solicit Proxies
-------------------------------------------------
Telkonet, Inc., entered into a letter agreement on June 15, 2016,
with Laurel Hill Advisory Group, LLC, an independent corporate
advisory firm, to solicit proxies on behalf of the Company in
connection with the Company's annual meeting of shareholders, which
is to be held on June 27, 2016, as disclosed in a regulatory filing
with the Securities and Exchange Commission.

Pursuant to the Letter Agreement, Laurel Hill will assist the
Company with an efficient solicitation process to best maximize
shareholder response in connection with the Company's annual
meeting of shareholders.

For shareholder inquiries, please contact Laurel Hill directly at
(888) 742-1305.

                       About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc., is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.

Telkonet reported a net loss attributable to common stockholders of
$207,357 on $15.08 million of total net revenues for the year ended
Dec. 31, 2015, compared to a net loss attributable to common
stockholders of $95,403 on $14.79 million of total net revenues for
the year ended Dec. 31, 2014.

As of March 31, 2016, Telkonet had $11.42 million in total assets,
$5.40 million in total liabilities and $6.01 million in total
stockholders' equity.


TERVITA CORP: Moody's Changes PDR to 'Ca-PD/LD'
-----------------------------------------------
Moody's Investors Service assigned a limited default (LD)
designation to Tervita Corporation's Ca-PD probability of default
rating (PDR), changing the Probability of Default rating to
Ca-PD/LD from Ca-PD. This action follows the company's announcement
that it did not make the interest payment due on its 11.875% US$308
million senior subordinated notes (unrated) due 2018 following the
expiration of the 30-day grace period with respect to its May 16,
2016 scheduled payment date. Tervita's other ratings are unchanged
and the outlook remains negative.

"Moody's assigned a limited default designation to Tervita's PDR
because the missed interest payment is deemed an event of default,"
said Terry Marshall, Moody's Senior Vice President.

RATINGS RATIONALE

On June 16, Tervita announced that it had entered into an agreement
with approximately 96% of the holders of the senior subordinated
notes to forbear declaring the notes due and payable until
September 15, 2016. Tervita also entered into agreements with its
revolver and term loan lenders to waive any defaults under those
agreements that may arise by not making the May interest payment
due to the senior subordinated noteholders. Moody's treats the
missed interest payment on the senior notes beyond the 30-day grace
period as a Default, even if foreborne.

Tervita's Ca CFR reflects Moody's view that the company will likely
restructure its debt in the near term to improve its credit
metrics. The rating also reflects high expected leverage (above 20x
in 2016 and 2017) and weak EBITDA to interest coverage (around 0.5x
in 2016 and 2017) driven by very high debt levels and the slowdown
in the oil and gas sector. Tervita's EBITDA has fallen
substantially due to its exposure to oil prices, production
volumes, and drilling/completion activities which have all declined
during this downturn. Tervita's capital structure is untenable
without significant earnings growth or debt reduction, which
Moody's views as unlikely given our commodity price estimates.

Moody's said, "Tervita's liquidity is weak. At December 31, 2015
and pro forma for the settlement of the foreign exchange
derivatives in early 2016, Tervita had C$505 million of cash and
C$242 million available, after C$108 million of letters of credit,
under its C$350 million revolving credit facility that matures in
February 2018. The revolving credit and term loan lenders have
agreed to waive any defaults under those agreements that may arise
by not making the May interest payment. We expect the company will
have about C$275 million of negative cash flow from January 1, 2016
to March 31, 2017 which will be funded with cash. Alternative
liquidity is limited given that all North American assets are
pledged to the secured lenders. Tervita has no material debt
maturities until 2018 when most its debt comes due."

Moody's added, "In accordance with our Loss Given Default (LGD)
Methodology, the C$350 million senior secured first lien revolver
is rated B3, four notches above the Ca CFR. The US$300 million
senior secured term loan, US$650 million senior secured notes, and
C$200 million senior secured notes, which rank pari passu, are
rated Caa3, one notch above the Ca CFR, reflecting the loss
absorption cushion provided by the lower ranking unsecured notes
and US$308 million subordinated notes. The US$335 million and
US$290 million senior unsecured notes are rated C, one notch below
the CFR."

The negative outlook reflects Moody's view of a near term capital
restructuring, deteriorating credit metrics and a covenant breach
in 2016.

The ratings could be downgraded if Tervita files for creditor
protection or undertakes a debt restructuring.

The ratings could be upgraded if EBITDA to interest rises towards
1.0x while maintaining adequate liquidity.

Tervita is a privately-owned Calgary, Alberta-based oilfield waste
management service provider.


TGI FRIDAY'S: S&P Affirms B+ CCR on Almost Done Financing Strategy
------------------------------------------------------------------
S&P Global Ratings affirmed its ratings, including the 'B+'
corporate credit rating, on the Dallas, Texas-based casual dining
franchisor and operator TGI Friday's Inc.  The rating outlook
remains stable.

At the same time, S&P affirmed the 'BB-' issue-level rating on the
company's first-lien credit facility.  The recovery rating is
'2'indicating S&P's expectation of substantial recovery for lenders
in the event of a payment default at the lower end of the 70% to
90% range.

"The affirmation of our corporate credit rating reflects our view
that the near completion of TGI Friday's refranchising of
company-owned restaurants will provide more stable operating
performance and cash flow generation," said credit analyst Mathew
Christy. "Although the shift of the business model toward a
franchise model is positive, the company's operating scale is
smaller relative to other restaurant operators and franchisors and
we expect limited improvement in credit metrics given meaningful
debt balances and the presence of a the private equity sponsor."

S&P's rating outlook is stable.  S&P believes operating performance
for TGIF will remain relatively stable following the franchising of
more than 90% of the company's restaurants and anticipation that
the company will franchise 99% of its restaurant base by 2017.  S&P
also believes credit metrics will remain relatively stable,
including adjusted debt to EBITDA in the low- to mid-4x range.

Downside scenario

S&P could lower the rating if it believes the company will sustain
total adjusted debt to EBITDA leverage above 5x.  This could occur
as a result of a weaker-than-anticipated operating performance or a
debt-financed dividend to the private equity sponsors.  S&P
estimates EBITDA would need to decline more than 25%, a result of
restaurant closures and poor franchise management, assuming debt
levels remain stable, which S&P considers unlikely in its base-case
given the company's more stable earnings stream from franchised
restaurants and expected cash flow from the sale of restaurants to
franchisees.  A downgrade is more likely to result from, in S&P's
opinion, a debt-financed dividend to the private equity sponsors
such that debt increases by $60 million or more.

Upside scenario

Although unlikely in the near term, S&P could consider a positive
rating action if the company grows EBITDA and repays debt such that
leverage sustains below 4.0x and the lower leverage is supported by
a stable financial policy.  This could occur if growth in
franchised restaurants results in adjusted EBITDA increasing nearly
10% from S&P's 2016 estimates, assuming debt remains stable.  S&P
could also consider a higher rating if the company uses proceeds
from franchise sales and free operating cash flow to pay down debt
by $30 million or more and the lower debt levels were supported by
financial policy.  Under this scenario S&P would revise the
financial risk profile to significant.


TIBCO SOFTWARE: Bank Debt Trades at 8% Off
------------------------------------------
Participations in a syndicated loan under which TIBCO Software is a
borrower traded in the secondary market at 92.25
cents-on-the-dollar during the week ended Friday, June 10, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.69 percentage points from the
previous week.  TIBCO Software pays 550 basis points above LIBOR to
borrow under the $1.65 billion facility. The bank loan matures on
Nov. 18, 2020 and carries Moody's B1 rating and Standard & Poor's
B- rating.  The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended June 10.




TOYS R US: Fitch Affirms 'CCC' IDR on Post-Refinancing Announcement
-------------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDRs) for
Toys 'R' Us, Inc. (Toys, or the Holdco), Toys 'R' Us - Delaware,
Inc., Toys 'R' Us Property Co. II, LLC, and Toys 'R' Us Property
Co. I, LLC, post the company's announcement of plans to refinance
up to 83% of the $850 million of Holdco notes due in 2017 and 2018.


Fitch does not view the proposed exchange as a distressed exchange
given the higher coupon and credit enhancements via a series of
internal corporate reorganization transactions that provide support
to the new secured notes (up to $575 million) from international
subsidiaries, despite the 2018 tendered notes receiving 90% of par.


The 10.375% $450 million senior unsecured notes due 2017 and 7.375%
$450 million senior unsecured notes due 2018, currently rated
'CC/RR6', have been placed on Rating Watch Negative, as any
remaining stub could be notched down to 'C/RR6' given further
subordination in the capital structure.

Fitch would assign ratings to the new secured notes upon completion
of the transaction on further information and debt documentation.

                       KEY RATING DRIVERS

Refinancing Would Address HoldCo Notes

Toys has announced an offer to exchange most of its 10.375% $450
million senior unsecured notes due 2017 and 7.375% $400 million
senior unsecured notes due 2018.  The notes will be financed with
up to $525 million of 12% senior secured notes due 2021 and $150
million in cash, with $50 million of cash coming from an existing
bondholder in exchange for $50 million of the new secured notes
(for a total of up to $575 million of new notes).

The 2017 notes will be exchanged at par and the 2018 notes will be
exchanged at 90% of par.  The company is targeting an exchange of
up to $400 million of the $450 million notes due 2017, of which
$250 million will be exchanged for new notes and $150 million will
be paid down with cash ($100 million from Toys and $50 million
through an existing bondholder purchasing new debt).

Assuming $400 million of the 2017 notes is refinanced, Toys could
exchange $306 million of 2018 notes for $275 million of new notes.
If the transaction is completed as expected, the company would have
$50 million of 2017 notes and $94 million of the 2018 remaining at
the HoldCo level, which would be paid off with cash or further
exchange offers.

The new secured notes will be issued via a newly formed entity
'ExchangeCo' and will be primarily secured by a pledge of a
specified percentage of stock in certain international
subsidiaries.  The stock of entities pledged to the GBP138 million
European ABL due 2020 on a first-lien basis will be pledged to the
new notes on a second-lien basis.

While this exchange offer addresses the two HoldCo maturities and
is viewed as a credit positive, Toys would still need to refinance
the 8.5% $725 million senior secured notes due in 2017 that were
issued by PropCo II.

EBITDA Expected To Cross $800MM Given Recent Improvements

EBITDA (Fitch calculated) improved to $753 million in 2015 from
$597 million in 2014 and $517 million in 2013, given modestly
positive comps of 0.9% and flat gross margin in 2015.  In addition,
the company has reduced SG&A by almost $350 million over the last
two years.  Fitch expects Toys could cross $800 million in EBITDA
by 2017, assuming flat-to-modestly positive comps, relatively flat
gross margin and some further reduction in SG&A expense.

Fitch assumes Toys needs to invest further to improve its price
perception and build out its omnichannel infrastructure.  Toys'
domestic (including Canada) e-commerce penetration at approximately
14% remains well below industry levels for various toy segments.

Long-Term Headwinds

An improved traditional toy market appears to have lifted holiday
2015 sales, with Toys reporting 2% consolidated same-store sales
for November/December, the first positive same-store sales in more
than five years.

However, competitive intensity - including channel shifts to
discount and e-commerce formats, secular issues given low birth
rates in developed markets, and digitalization of gaming
products -- is still expected to pressure Toys' top line.  Fitch
therefore expect same-store sales to remain flat to modestly
negative over the longer term.

Aggressive Investment Needed to Protect Market Share

In Fitch's view Toys needs to invest aggressively in its
omnichannel capabilities to help protect its market share given the
rapid growth in online sales led by Amazon.  Its current online
penetration, at approximately 14% and 7% of domestic (including
Canada) and rest of world revenue in 2015, respectively, lags the
overall industry, especially in its core categories, such as Baby
and Core Toys, where Fitch estimates online penetration is in the
low- to mid-20% range domestically.

The company is in the process of taking its e-commerce business
back in-house in order to provide more focus and have better
results.  Even if online sales resume low- to mid-teens growth,
thereby adding 100 bps-150 bps to overall same-store sales, it may
not be adequate to offset negative same-store sales trends at the
store level.

KEY ASSUMPTIONS

   -- Fitch assumes slightly flat to modestly positive comparable
      store sales (comps) over the next 24 months, based on flat
      domestic comps and modestly positive international comps.

   -- EBITDA is expected to grow modestly over the next two years,

      potentially crossing $800 million in 2017, on flattish gross

      margins and SG&A reductions.

   -- Free cash flow (FCF), which was breakeven in 2015, could
      improve to $100 million in 2016, absent any swings in
      working capital.

   -- Leverage could improve from 7x in 2015 toward the low-6x
      range by 2018.

                         RATING SENSITIVITIES

Positive: Positive rating action could result if there is
sustainable improvement in Toys' domestic same-store sales and
online traffic - which indicates stable and/or improved market
share - and meaningful cost restructuring.  Toys would need to
sustain EBITDA at a level where it can comfortably meet its
obligations of interest expense, capex and taxes; fund any working
capital swings; and manage refinancing of upcoming debt maturities
on a timely basis.

Negative:

A negative rating action could result if comp trends in the U.S.
and international businesses revert to mid-single-digit declines
and/or gross margins decline meaningfully without any offset from
cost reductions.  This would indicate more severe market share
losses and lead to tighter liquidity than Fitch's current
expectation over the next 18-24 months.

In addition, Toys' inability to extend or refinance upcoming
maturities as contemplated would also be a rating concern.

                           LIQUIDITY

The company had liquidity of $1.6 billion comprising $680 million
in cash and $884 million in availability under the $1.85 billion
ABL as of Jan. 30, 2016.  FCF, which was breakeven in 2015, could
improve to $100 million in 2016, absent any swings in working
capital.  Excess availability under its domestic asset-backed loan
(ABL) revolver during the peak working capital season in 2016 is
expected to be comparable to the $780 million in 2015.

ISSUE RATINGS BASED ON RECOVERY ANALYSIS

For issuers with IDRs at 'B+' and below, Fitch performs a recovery
analysis for each class of obligations.  Issue ratings are derived
from the IDR and the relevant Recovery Rating (RR) and notching
based on expected recoveries in a distressed scenario for each of
the company's debt issues and loans.  Toys' debt is at three types
of entities: operating companies (OpCo); property companies
(PropCo); and HoldCo, with a structure summary as follows below:

Toys 'R' Us, Inc. (HoldCo)
(I) Toys 'R' Us-Delaware, Inc. (Toys-Delaware) is a subsidiary of
HoldCo.
(a) Toys 'R' Us Canada (Toys-Canada) is a subsidiary of
Toys-Delaware.
(b) Toys 'R' Us Property Co. II, LLC (PropCo II) is a subsidiary of
Toys-Delaware.
(II) Toys 'R' Us Property Co. I, LLC (PropCo I) is a subsidiary of
HoldCo.

OpCo Debt
Fitch takes the higher of liquidation value or enterprise value
(based on 5.0x-5.5x multiple applied to the stressed EBITDA) at the
OpCo levels - Toys-Delaware and Toys-Canada.  The 5.0x-5.5x is
consistent with the low end of the 10-year valuation for the public
retail space and Fitch's average distressed multiple across the
retail portfolio.  The stressed enterprise value (EV) is adjusted
for 10% administrative claims.

Toys-Canada
Toys has a $1.85 billion ABL revolver with Toys-Delaware as the
lead borrower, and this contains a $200 million subfacility in
favor of Canadian borrowers.  Any assets of the Canadian borrower
and its subsidiaries secure only the Canadian liabilities
(including the Canadian portion of the FILO term loan).  The $200
million subfacility is more than adequately covered by the EV
calculated based on stressed EBITDA at the Canadian subsidiary.
Therefore, the fully recovered subfacility is reflected in the
recovery of the consolidated $1.85 billion revolver discussed
below.

The residual value of approximately $200 million is applied toward
the ABL revolving facility and term loan.

Toys-Delaware
At the Toys-Delaware level, recovery on the various debt tranches
is based on the: liquidation value of the domestic assets at the
Toys-Delaware level, estimated at over $1.5 billion; estimated
value for Toys' trademarks and IP assets, which are held at
Geoffrey, LLC as a wholly owned subsidiary of Toys-Delaware; equity
residual from Toys-Canada; and the benefit to the B-4 term loan
from an unsecured guarantee from the indirect parent of PropCo I.

The $1.85 billion revolver is secured by a first lien on inventory
and receivables of Toys-Delaware.  In allocating an appropriate
recovery, Fitch has considered the liquidation value of domestic
inventory and receivables assumed at seasonal peak, at the end of
the third quarter, and has applied advance rates of 75% and 80%,
respectively.  Fitch assumes $1.3 billion, or approximately 70%, of
the facility commitment is drawn under the revolver.  The facility
is fully recovered and is therefore rated 'B/RR1'.

The FILO term loan is secured by the same collateral as the
$1.85 billion ABL facility and ranks second in repayment priority
relative to the ABL.  The FILO tranche is governed by the residual
borrowing base within the ABL facility and benefits from a lien
against 15% of the estimated value of real estate at Toys-Canada.
The facility is rated 'B/RR1' based on outstanding recovery
prospects (91%-100%) as it benefits from the excess liquidation
value of domestic inventory and A/R and the recovery on the
Canadian real estate.

The $1.025 billion B-4 term loan benefits from the same credit
support as the existing B-2 and B-3 term loans, which includes a
first lien on all present and future IP, trademarks, copyrights,
patents, websites and other intangible assets and a second lien on
the ABL collateral.  It also benefits from an unsecured guaranty by
the indirect parent of PropCo I and is secured by a first-priority
pledge on two-thirds of the Canadian subsidiary stock.

After prorating the value of the IP assets (estimated at $350
million), the residual equity in Toys-Canada, and applying the
benefit from the guaranty by the indirect parent of PropCo I, the
B-4 term loan is expected to have good recovery prospects
(51%-70%), and is therefore rated 'CCC+/RR3'.

The $200 million in remaining B-2 and B-3 term loans are rated
'CCC/RR4' as they are expected to have average recovery prospects
(31%-50%) mainly from their prorated claim against the IP assets.
The $22 million 8.75% debentures due Sept. 1, 2021, have poor
recovery prospects (0%-10%) and are therefore rated 'CC/RR6'.

PropCo Debt
At the PropCo levels - PropCo I, PropCo II and other international
PropCos - LTM net operating income (NOI) is stressed at 20%.

PropCo I and PropCo II are set up as bankruptcy-remote entities
with a 20-year master lease through 2029 covering all the
properties within the entities, which requires Toys-Delaware to pay
all costs and expenses related to leasing these properties from
these two entities.  The ratings on the PropCo debt reflect a
distressed capitalization rate of 12% applied to the stressed NOI
of the properties to determine a going-concern valuation.  The
stressed rates reflect downtime and capital costs that would need
to be incurred to re-tenant the space.

Applying these assumptions to the $725 million 8.50% senior secured
notes at PropCo II and the $923 million senior unsecured term loan
facility at PropCo I results in recovery in excess of 90%.
Therefore, these facilities are rated 'B/RR1'.

The PropCo II notes are secured by 123 properties.  The PropCo I
unsecured term loan facility benefits from a negative pledge on all
PropCo I real estate assets, which includes around 320 properties.
Fitch typically limits the recovery rating on unsecured debt at
'RR2' or two notches above the IDR level (see Fitch's criteria
'Recovery Ratings and Notching Criteria for Non-Financial Corporate
Issuers', dated April 5, 2016).  However, in the few instances
where the recovery waterfall suggests an 'RR1' rating and is
supported by the structural and legal characteristics of the debt,
unsecured debt may qualify for an 'RR1' rating.  In addition, the
rating also benefits from the structural consideration that Toys
'R' Us has limited capacity to secure debt using real estate given
that there is a limitation on principal property of domestic
subsidiaries at 10% of consolidated net tangible assets under the
$400 million of 7.375% notes due 2018 issued by HoldCo.

As described above, the residual value of the $300 million after
fully recovering the $985 million term loan at PropCo I is applied
towards the Delaware B-4 term loan via an unsecured guaranty by the
indirect parent of PropCo I.

FULL LIST OF RATING ACTIONS

Fitch has affirmed these ratings:

Toys 'R' Us, Inc.
   -- IDR at 'CCC';

Toys 'R' Us - Delaware, Inc.
   -- IDR at 'CCC';
   -- Secured revolver at 'B/RR1';
   -- Secured FILO term loan at 'B/RR1'
   -- Secured B-4 term loan at 'CCC+/RR3'
   -- Secured B-2 and B-3 term loans at CCC/RR4';
   -- Senior unsecured notes at 'CC/RR6'.

Toys 'R' Us Property Co. II, LLC
   -- IDR at 'CCC';
  -- Senior secured notes at 'B/RR1'.

Toys 'R' Us Property Co. I, LLC
   -- IDR at 'CCC';
   -- Senior unsecured term Loan facility at 'B/RR1'.

Fitch has placed these ratings on Rating Watch Negative:

Toys 'R' Us, Inc.
   -- Senior unsecured notes at 'CC/RR6'.


TUSCANY ENERGY: Obtains Bank Waiver Extension Until June 24
-----------------------------------------------------------
Further to its press release of April 29, 2016 in which Tuscany
Energy Ltd. (TUS) on June 17 disclosed that it was in breach and
had a received a temporary waiver of certain covenants under its
demand credit facility, Tuscany has obtained a further waiver of
the breaches to June 24 to allow it to continue to explore
alternatives to remedy the breaches.

As previously announced, Tuscany has undergone and continues to
explore opportunities under a strategic review process which was
commenced in December 2015.  The process remains ongoing as Tuscany
continues to explore potential transactions that will bring Tuscany
onside with its credit facility covenants and allow it to continue
as a going concern.  Although the Company continues to attempt to
identify such a transaction and remains in discussions with its
lender to identify a long term solution to its liquidity and
capital issues, Tuscany can provide no assurance that it will be
successful in doing so.  If unsuccessful, Tuscany's lender may
demand repayment of the Company's credit facility and seek to
enforce its security for repayment and have a receiver appointed
over the Company's assets.

Calgary-based Tuscany Energy Ltd. -- http://www.tuscanyenergy.com/
-- is a heavy oil development and production company with reserves,
land holdings and production in Canada.  The Company's principal
focus is the exploitation of oil resources in Alberta and
Saskatchewan through horizontal drilling.


ULTRA PETROLEUM: Committee Taps Weil Gotshal as Legal Counsel
-------------------------------------------------------------
The official committee of unsecured creditors of Ultra Petroleum
Corp. and its affiliates seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to hire Weil, Gotshal &
Manges LLP as its legal counsel.

The committee tapped the firm to:

     (a) give advice in connection with its powers and duties
         under U.S. bankruptcy law;

     (b) consult with the committee, the Debtors, and the U.S.
         trustee concerning the administration of the Debtors'
         Chapter 11 cases;

     (c) attend meetings and negotiate with the representatives of

         the Debtors and other parties;

     (d) investigate and analyze pre-bankruptcy acts of the
         Debtors;

     (e) analyze the assets, liabilities, and financial condition
         of the Debtors, the operation of their businesses, the
         desirability of the continuance of such businesses,
         proposals to restructure their operations and any matters

         relevant to the cases;

     (f) assist and advise the committee in connection with all
         relief sought by the Debtors;

     (g) assist and advise the committee in connection with any
         sale of the Debtors' assets;

     (h) assist and advise the committee in the review, analysis,
         and negotiation of any chapter 11 plan of reorganization
         or liquidation that may be filed;

     (i) take all necessary action to protect and preserve the
         interests of the committee, including investigation and
         possible prosecution of actions, negotiations concerning
         all litigation in which the Debtors are involved, and
         review and analysis of claims filed against the Debtors'
         estates;

     (j) prepare legal papers in support of positions taken by the
         committee; and

     (k) appear before the bankruptcy court, the appellate courts  
       
         and the U.S. trustee.

Weil intends to charge the committee for the firm's services at its
normal hourly rates in effect at the time the services are
rendered.

The firm's current customary hourly rates are $900 to $1,350 for
members and counsel, $490 to $885 for associates, and $210 to $350
for paraprofessionals.

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

Alfredo Perez, Esq., at Weil, disclosed in a court filing that the
firm is "disinterested" as defined in section 101(14) of the
Bankruptcy Code.

In response to the request for additional information set forth in
Paragraph D.1 of the Fee Guidelines, Weil disclosed that it did not
agree to any variations from, or alternatives to, its standard and
customary billing arrangements for the engagement.

The firm also disclosed that it did not represent the committee
prior to the Debtors' bankruptcy filing and that its corporate and
litigation departments worked with JP Morgan Chase Bank, N.A., a
committee member, in the past 12 months.  The firm charged its
regular rates for services provided.

Weil further disclosed that it is discussing with the committee the
priority tasks and a potential budget based on objectives of the
committee and the actions taken by the Debtors.

The firm's contact information is:

     Alfredo R. Perez
     Weil, Gotshal & Manges LLP
     767 Fifth Avenue
     New York, NY 10153-0119
     Tel: 212-310-8000

          -- or --

     Weil, Gotshal & Manges LLP
     200 Crescent Court (Suite 300)
     Dallas, TX 75201-6950
     Tel: 214-746-7700

                      About Ultra Petroleum

Ultra Petroleum Corp. is an independent oil and gas company engaged
in the development, production, operation, exploration and
acquisition of oil and natural gas properties.

Ultra Petroleum Corp. and its affiliates filed separate Chapter 11
petitions (Bankr. S.D. Tex. Case Nos. 16-32202 to 16-32209) on
April 29, 2016. The Hon. Marvin Isgur presides over the cases.

James H.M. Sprayregen, P.C., David R. Seligman, P.C., Michael B.
Slade, Esq., Christopher T. Greco, Esq., and Gregory F. Pesce,
Esq., at KIRKLAND & ELLIS LLP; and Patricia B. Tomasco, Esq.,
Matthew D. Cavenaugh, Esq., and Jennifer F. Wertz, Esq., at Jackson
Walker, L.L.P., serve as counsel to the Debtors. Rothschild Inc.
serves as the Debtors' investment banker; Petrie Partners serves as
their investment banker; and Epiq Bankruptcy Solutions, LLC, serves
as claims and noticing agent.

Ultra Petroleum Corp. listed total assets of $1.28 billion and
total liabilities of $3.91 billion as of March 31, 2016.

The petitions were signed by Garland R. Shaw, chief financial
officer.

The Company's common stock commenced trading on the OTC Pink
Marketplace under the symbol "UPLMQ" on May 3, 2016.

The Office of the U.S. Trustee has appointed seven creditors of
Ultra Petroleum Corp. to serve on the official committee of
unsecured creditors.


UNCLE MUNCHIES: Seeks to Hire Thomas W. Lally as Accountant
-----------------------------------------------------------
Uncle Munchies, LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to hire Thomas W. Lally, CPA,
P.C. as its accountant.

The services to be provided by the firm include:

     (a) assisting Uncle Munchies with respect to its financial
        duties as a debtor-in-possession;

     (b) assisting the Debtor in developing a plan of
         reorganization and disclosure statement;

     (c) the preparation of all necessary operating reports and
         tax returns;

     (d) the preparation of financial forecasts, projections and
         liquidation analysis;

     (e) oversight of a sales tax audit by New York State;

     (f) providing assistance with financial models for creating  
         its workout plan; and

     (g) attending court hearings and meetings with clients and
         other professionals when necessary.

The firm will be paid on an hourly basis for its services.  The
hourly rate for partners is $180 while the hourly rate for staff
accountants is $105.

The firm has also agreed to provide certain bookkeeping services on
flat fee basis each month of $500.

Thomas Lally, CPA, 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:

     Thomas Lally
     Thomas W. Lally, CPA, P.C.
     2120 5th Ave.
     Ronkonkoma, NY 11779
     Tel: (631) 737-2080
     Fax: (631) 737-0173
     Email: tom@twlcpa.com

                      About Uncle Munchies

Uncle Munchies, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 16-72001) on May 4, 2016.


VALEANT PHARMACEUTICALS: Shareholders Elect 11 Directors
--------------------------------------------------------
Valeant Pharmaceuticals International, Inc., held its annual
meeting of shareholders on June 14, 2016, at which the
shareholders:

   (a) elected William A. Ackman, Dr. Frederic N. Eshelman,
       Stephen Fraidin, Robert D. Hale, Robert A. Ingram,
       Dr. Argeris (Jerry) N. Karabelas, Joseph C. Papa,
       Robert N. Power, Russel C. Robertson, Thomas W. Ross, Sr.,
       and Amy B. Wechsler, M.D. as directors;

   (b) approved, on a non-binding advisory basis, the compensation
       of the Company's Named Executive Officers as disclosed in
       the Compensation Discussion and Analysis section, executive

       compensation tables and accompanying narrative discussions
       contained in the Management Proxy Circular and Proxy
       Statement; and

   (c) appointed PricewaterhouseCoopers LLP as the auditors for
       the Company to hold office until the close of the 2017
       Annual Meeting of Shareholders and authorized the Company's
       Board of Directors to fix the auditors' remuneration.

                         About Valeant

Valeant Pharmaceuticals International, Inc. (NYSE/TSX:VRX) --
http://www.valeant.com/-- is a multinational specialty       
pharmaceutical company that develops, manufactures and markets a
broad range of pharmaceutical products primarily in the areas of
dermatology, gastrointestinal disorder, eye health, neurology and
branded generics.

Valeant reported a net loss attributable to the Company of $291.7
million on $10.44 billion of revenues for the year ended Dec. 31,
2015, compared to net income attributable to the Company of $880.7
million on $8.20 billion of revenues for the year ended Dec. 31,
2014.

As of March 31, 2016, Valeant had $49.01 billion in total assets,
$43.24 billion in total liabilities and $5.77 billion in total
equity.

                         *     *     *

Valeant carries a 'B2' Corporate Family Rating from Moody's
Investors Service.

As reported by the TCR on April 19, 2016, Standard & Poor's
Ratings Services said that it has lowered its corporate credit
ratings on Valeant Pharmaceuticals International Inc. to 'B' from
'B+' and placed both the corporate credit rating and the
issue-level ratings on CreditWatch with developing implications.


WAFERGEN BIO-SYSTEMS: Perkins Capital Holds 3.9% Stake as of May 31
-------------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Perkins Capital Management, Inc. reported that as of
May 31, 2016, it beneficially owns 761,000 shares of common stock
of Wafergen Bio-Systems, Inc., representing 3.9 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at https://is.gd/b8ciEs

                  About WaferGen Bio-systems

Fremont, California-based WaferGen Bio-systems, Inc., engages in
the development of systems for gene expression quantification,
genotyping and stem cell research.  Since 2008, the Company's
primary focus has been on the development, manufacture and
marketing of its SmartChip System, a genetic analysis platform
used for profiling and validating molecular biomarkers in the life
sciences and pharmaceutical drug discovery industries.

WaferGen reported a net loss attributable to common stockholders of
$19.99 million on $7.16 million of total revenue for the year ended
Dec. 31, 2015, compared to a net loss attributable to common
stockholders of $10.7 million on $6 million of total revenue for
the year ended Dec. 31, 2014.

As of March 31, 2016, Wafergen had $18.7 million in total assets,
$7.11 million in total liabilities and $11.6 million in total
stockholders' equity.


WASHINGTON PROPERTIES: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Washington Properties, Inc.

                   About Washington Properties

Washington Properties, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ohio Case No. 16-50883) on Apr. 18, 2016.  The
petition was signed by Michael R. Rose as president and CEO.  The
Debtor disclosed estimated assets of between $100,000 to $500,000
and estimated liabilities between $10 million and $50 million.
Roderick Linton Belfance LLP serves as the Debtor's counsel.  Hon.
Alan M. Koschik presides over the case.


WAVE SYSTEMS: Chapter 11 Trustee Hires Archer as Counsel
--------------------------------------------------------
David W. Carickhoff, the Chapter 11 Trustee of Wave Systems Corp.,
seeks authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Archer & Greiner, P.C. as counsel to the
Trustee, nunc pro tunc to May 20, 2016.

The Trustee requires Archer to:

   (a) take all necessary action to protect and preserve the
       Debtor's estate, including the prosecution of actions on
       the estate's behalf, the defense of any actions commenced
       against it, the negotiation of disputes in which the
       Debtor is involved, and the preparation of objections to
       claims filed against the estate;

   (b) assist the Chapter 11 Trustee in administering this
       chapter 11 case;

   (c) assist the Chapter 11 Trustee with proposing and seeking
       confirmation of a chapter 11 plan of reorganization;

   (d) prepare on behalf of the Debtor's estate all necessary
       motions, applications, answers, orders, reports, and
       papers in connection with the administration and
       reorganization; and

   (e) perform all other necessary legal services in connection
       with this chapter 11 case.

Archer will be paid at these hourly rates:

     Stephen M. Packman, Attorney           $590.00
     Jerrold S. Kulback, Attorney           $455.00
     Alan M. Root, Attorney                 $400.00
     Jennifer L. Dering, Attorney           $330.00
     Douglas G. Leney, Attorney             $345.00
     Michelle N. Friedman, Paralegal        $225.00

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

Stephen M. Packman, partner with the law firm of Archer & Greiner,
P.C., assured the Court that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtors and
their estates.

Archer can be reached at:

     Stephen M. Packman, Esq.
     ARCHER & GREINER, P.C.
     300 Delaware Avenue, Suite 1100
     Wilmington, DE 19801
     Tel: (302) 777-4350
     Fax: (302) 777-4352

                     About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products for
hardware-based digital security, including security applications
and services that are complementary to and work with the
specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

Wave Systems filed a Chapter 7 bankruptcy petition (Bankr. D. Del.)
on Feb. 1, 2016. On May 16, 2016, the case was converted to a
Chapter 11 proceeding (Case No. 16-10284). The case is assigned to
Judge Kevin J. Carey.

David W. Carickhoff, was appointed as Chapter 11 trustee. Mr.
Carickhoff is represented by Alan Michael Root, Esq., at Archer &
Greiner P.C.


WAVE SYSTEMS: Chapter 11 Trustee Hires Giuliano as Accountants
--------------------------------------------------------------
David W. Carickhoff, the Chapter 11 Trustee of Wave Systems Corp.,
seeks authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Giuliano Miller & Company, LLC as accountants
and financial advisor to the Trustee, nunc pro tunc to May 20,
2016.

The Trustee requires Giuliano to:

   (a) inventory the Debtor's books and records;

   (b) meeting with and advise the Chapter 11 Trustee and/or
       counsel on matters concerning case administration, as
       necessary;

   (c) assist the Chapter 11 Trustee with the business management
       of the Debtor;

   (d) perform any review, preparation, or audit of the Debtor's
       filed tax returns and prepare, if necessary, any
       additional filings with either the Internal Revenue
       Service or the relevant state authorities;

   (e) perform preference analyses and any other analyses as
       required by the Chapter 11 Trustee;

   (f) research, pursue and collect funds owed to the Debtor;

   (g) assist the Chapter 11 Trustee and his retained
       professionals in analyzing and challenging, as necessary,
       the claims filed against the Debtor's estate;

   (h) analyze and collect the Debtor's accounts receivables as
       requested by the Chapter 11 Trustee;

   (i) perform any accounting services as may be required for the
       Chapter 11 Trustee to administer this case;

   (j) perform any auditing and/or "forensic accounting" services
       as required for the Chapter 11 Trustee to administer this
       case;

   (k) assist the Chapter 11 Trustee in continuing to perform
       obligations required of administrator (as defined in
       Section 3 of the Employee Retirement Income Security Act
       of 1974) of any employee benefit plans of the debtor to
       the extent necessary;

   (l) assist the Chapter 11 Trustee and his retained
       professionals in connection with the proposal and
       confirmation of a chapter 11 plan of reorganization; and

   (m) render such other assistance as the Chapter 11 Trustee
       and/or his counsel may deem appropriate.

Giuliano will be paid at these hourly rates:

     Senior Member                    $625
     Manager                          $450-$475
     Senior Staff                     $375-$395
     Staff                            $250-$295
     Paraprofessional                 $160-$180

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

Donna Miller, CPA and manager in the firm of Giuliano Miller &
Company, LLC, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.

Giuliano can be reached at:

     Donna Miller,
     GIULIANO MILLER & COMPANY, LLC
     Berlin Business Park, 140 Bradford Drive
     West Berlin, NJ 08091
     Tel: (856) 596-7000

                     About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products for
hardware-based digital security, including security applications
and services that are complementary to and work with the
specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

Wave Systems filed a Chapter 7 bankruptcy petition (Bankr. D. Del.)
on Feb. 1, 2016. On May 16, 2016, the case was converted to a
Chapter 11 proceeding (Case No. 16-10284). The case is assigned to
Judge Kevin J. Carey.

David W. Carickhoff, was appointed as Chapter 11 trustee. Mr.
Carickhoff is represented by Alan Michael Root, Esq., at Archer &
Greiner P.C.


WEX INC: S&P Assigns 'BB-' Rating on Planned Term Loan B Facility
-----------------------------------------------------------------
S&P Global Ratings said that it assigned its 'BB-' debt rating to
Wex Inc.'s planned term loan B facility.  S&P is also assigning a
recovery rating of '3' to this loan, reflecting S&P's expectation
for meaningful (50% to 70%; at the high end of the range) recovery
in the event of a payment default.

The size of the term loan B is being finalized, but S&P do not
expect that the total revised credit facility's size will exceed an
aggregate amount of $2.125 billion, as factored in S&P's analysis.
The revised credit facility will also consist of a term loan A and
a revolving credit facility, which are also rated 'BB-' with a
recovery rating of '3'.

The company will use the proceeds to repay the existing revolver
and term loan A, while the existing $400 million 4.75% senior notes
due 2023 will remain outstanding.  It will use the balance of the
proceeds to partially fund the purchase of Electronic Funds Source
LLC (EFS).

The proposed acquisition of EFS is expected to be accretive to
WEX's adjusted earnings and will broaden the company's presence in
the over-the-road fuel transaction processing services market in
North America.  On a pro forma basis, S&P expects leverage as
measured by debt to EBITDA will increase to about 6.5x, but that it
would decline to below 5x over the next 12 to 24 months as the
company uses cash generated to repay debt.

S&P's rating on WEX reflects risks associated with the company's
growth strategy, integration risk, reliance on dividends and other
contractual payments from WEX Bank, exposure to volatility in fuel
prices, and the gradual erosion of the company's high merchant
commissions.  Offsetting factors include the company's strong
market position in the fleet card market, enhanced by the EFS
transaction, its high margins, well-managed credit risk, and a more
diverse funding profile compared with other finance companies.

RATINGS LIST

WEX Inc.
Counterparty Credit Rating    BB-/Negative/--

New Rating
WEX Inc.
Senior Secured
  Term Loan A $500 mil.        BB-
   Recovery Rating             3H
  Term Loan B $1,125 mil.      BB-
   Recovery Rating             3H
  Rev Credit Fac $500 mil.     BB-
   Recovery Rating             3H


WHISTLER ENERGY: Hires Gardere Wynne as Bankruptcy Counsel
----------------------------------------------------------
Whistler Energy II, L.L.C., won interim approval from the U.S.
Bankruptcy Court for the Eastern District of Louisiana to employ
Gardere Wynne Sewell, LLP as counsel to the Debtor, nunc pro tunc
to May 25, 2016.

If and only if a party-in-interest files an objection to the firm's
employment, the Bankruptcy Court will hold a final hearing on July
13, 2016, at 2:00 p.m. in Court Room B-705, 500 Poydras Street,
Hale Boggs Federal Building, New Orleans, Louisiana. If no party in
interest objects, the Interim Order, dated June 14, will be final
for approval of counsel.

The Interim order does not approve the firm's hourly rates, and the
Court specifically reserves its right to review the reasonableness
of all fees, including the hourly rate and the time involved.

Objections to the firm's employment are due July 6.

Whistler Energy requires Gardere Wynne to:

   a. advise the Debtor of its powers and duties in the
      management of its property;

   b. attend meetings and negotiate with representatives of
      creditors and other parties in interest;

   c. assist the Debtor in the preparation of all administrative
      documents required to be filed or prepared herein, and to
      prepare, on behalf of the Debtor, all necessary
      applications, motions, answers, responses, orders, reports
      and other legal documents required;

   d. assist the Debtor in obtaining use of cash collateral, or
      agreements for Debtor-in-possession financing, and seeking
      Court approval of any such use or financing;

   e. take such action as is necessary to preserve and protect
      the Debtor assets and interests therein, including
      prosecution of actions on the Debtor's behalf, defending
      any action commenced against the Debtor's, and representing
      the Debtor's interests in negotiations concerning all
      litigation in which the Debtor is involved, including
      objections to claims filed against the estate;

   f. advise the Debtor in connection with any potential sale or
      assignment of assets including executory contracts;

   g. assist the Debtor in the formulation of a disclosure
      statement and in the formulation, confirmation, and
      consummation of a plan of liquidation or reorganization;

   h. appear before the Court, any appellate courts and the
      United States Trustee and protect the interests of the
      Debtor's estate before such courts and the United States
      Trustee; and

   i. perform any and all other legal services that may be
      necessary to protect the rights and interests of the Debtor
      in the chapter 11 case and any actions hereafter commenced
      in the chapter 11 case.

Gardere Wynne will be paid at these hourly rates:

     John Melko              $700
     Sharon Beausoleil       $450
     Michael Riordan         $385
     Partners                $400-$875
     Associates              $285-$480
     Paraprofessionals       $180-$290

As compensation for services relating to restructuring and the
chapter 11 case prior to entry of the order for relief, the Debtor
made the following retainer deposits with Gardere Wynne:

               April 13, 2016    $150,000.00
               May 20, 2016      $150,000.00
                                 -----------
                                 $300,000.00

On May 18, 2016, Gardere Wynne applied $145,591.86 of the first
deposit against: (1) its invoice for April time and expense, and
(2) a mid-month invoice for time and expense in the first half of
May. On May 23, 2016, Gardere Wynne applied an additional $95,000
to an estimated invoice to cover fees and expenses up to entry of
the order for relief. Due to the delay in all parties consenting to
entry of the order for relief, that estimate was approximately
$11,000 short. Gardere Wynne will write off the outstanding balance
as of the date the order for relief was entered.

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

John P. Melko, partner in the law firm of Gardere Wynne Sewell,
LLP, assured the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.

Gardere Wynn can be reached at:

      John P. Melko, Esq.
      Michael K. Riordan, Esq.
      Sharon Beausoleil, Esq.
      GARDERE WYNNE SEWELL LLP
      1000 Louisiana Street, Suite 2000
      Houston, TX 77002
      Tel: (713) 276-5500
      E-mail: jmelko@gardere.com
              mriordan@gardere.com
              Sbeausoleil@gardere.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 Whistler Energy II, LLC --
http://www.whistlerenergy.com/-- a privately owned Houston,
Texas-based oil and gas company (Bankr. E.D. La. Case No. 16-10661)
on March 24, 2016.  On March 25, 2016, the Court entered an Order
for Relief, placing the Company in Chapter 11 bankruptcy.  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.

The Debtor has employed Paul J. Goodwine, Esq., at LOOPER GOODWINE,
P.C., and John P. Melko, Esq., Sharon Beausoleil, Esq., and Michael
K. Riordan, Esq., at GARDERE WYNNE SEWELL LLP, as counsel.  UpShot
Services LLC serves as claims and noticing agent of the Debtors.

An official committee of unsecured creditors has been appointed in
the case.


WHISTLER ENERGY: Hires Looper Goodwine as Special Counsel
---------------------------------------------------------
Whistler Energy II, L.L.C., won interim approval from the U.S.
Bankruptcy Court for the Eastern District of Louisiana to employ
Looper Goodwine, PC as special counsel to the Debtor, nunc pro tunc
to May 25, 2016.

If and only if a party-in-interest files an objection to the firm's
employment, the Bankruptcy Court will hold a final hearing on July
13, 2016, at 2:00 p.m. in Court Room B-705, 500 Poydras Street,
Hale Boggs Federal Building, New Orleans, Louisiana. If no party in
interest objects, the Interim Order, dated June 14, will be final
for approval of counsel.

The Interim order does not approve the firm's hourly rates, and the
Court specifically reserves its right to review the reasonableness
of all fees, including the hourly rate and the time involved.

Objections to the firm's employment are due July 6.

Whistler Energy requires Looper Goodwine to provide the Debtor with
advice and consultation regarding:

   (i)   the Regulatory Agencies and related regulatory matters;

   (ii)  specific Louisiana legal issues related to same and
         related to oil and gas operations in the Gulf of Mexico;
         and

   (iii) daily oil and gas business issues.

The firm will also assist the Debtor's other professionals in areas
for which it has institutional knowledge and experience.

Looper Goodwine will be paid at these hourly rates:

     Paul J. Goodwine            $485.00
     Taylor P. Mouledoux         $385.00
     Taylor P. Gay               $335.00

On May 20, 2016, the Debtor paid Looper Goodwine $60,000.00 as a
reserve to pay pre-Order for Relief fees with any remainder to be
held in trust as a retainer. On May 20, 2016, Looper Goodwine, with
authority from the Debtor, paid itself $59,523.00 from the reserve
for all then outstanding fees owed prior to entry of the Order for
Relief. As a consequence, Looper Goodwine presently has a retainer
of $477.00.

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

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

Looper Goodwine can be reached at:

     Paul J. Goodwine, Esq.
     Taylor P. Mouledoux, Esq.
     Taylor P. Gay, Esq.
     LOOPER GOODWINE, P.C.
     650 Poydras Street, Suite 2400
     New Orleans, LA 70130
     Tel: (504) 503-1500
     Fax: (504) 503-1501
     E-mail: pgoodwine@loopergoodwine.com
             tgay@loopergoodwine.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 Whistler Energy II, LLC --
http://www.whistlerenergy.com/-- a privately owned Houston,
Texas-based oil and gas company (Bankr. E.D. La. Case No. 16-10661)
on March 24, 2016.  On March 25, 2016, the Court entered an Order
for Relief, placing the Company in Chapter 11 bankruptcy.  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.

The Debtor has employed Paul J. Goodwine, Esq., at LOOPER GOODWINE,
P.C., and John P. Melko, Esq., Sharon Beausoleil, Esq., and Michael
K. Riordan, Esq., at GARDERE WYNNE SEWELL LLP, as counsel.  UpShot
Services LLC serves as claims and noticing agent of the Debtors.

An official committee of unsecured creditors has been appointed in
the case.


[*] Weiss Joins Dorsey & Whitney's Finance & Restructuring Group
----------------------------------------------------------------
International law firm Dorsey & Whitney LLP on June 13, 2016,
disclosed that Janet M. Weiss has joined the Firm's Finance &
Restructuring Group in New York as a Partner.

Ms. Weiss has extensive experience in all aspects of corporate
reorganization and debt restructuring matters.  She has represented
debtors, creditors, committees, secured lenders,
debtor-in-possession financing lenders and acquirers in substantial
Chapter 11 cases and out-of-court restructurings.  She also has
significant experience in all aspects of bankruptcy litigation and
out-of-court restructurings, including corporate restructurings,
pre-negotiated and pre-packaged bankruptcies and bankruptcy aspects
of asset-backed and mortgage-backed financings.

Ms. Weiss joins Dorsey from Gibson, Dunn & Crutcher LLP, where she
was a partner in the Business Restructuring and Reorganization
Practice Group.  She was named as one of the elite bankruptcy
lawyers in New York in the August 2010 edition of Avenue Magazine,
as one of New York City's top women lawyers in the October 2011
edition of Avenue Magazine and as one of the top ten lawyers for
acquirers in bankruptcy acquisitions by The Deal's Bankruptcy
Insider.  She is admitted to practice before the state court of New
York, the federal courts of the Southern and Eastern Districts of
New York and the Third and Fifth Circuits.

Ms. Weiss has a Juris Doctor degree from the University of
Pennsylvania Law School and a Bachelor of Arts degree from the
University of Pennsylvania.  She is a frequent speaker and writer
on bankruptcy and financial restructuring law topics.

"We are very pleased that Janet has joined Dorsey," noted Ken
Cutler, Managing Partner of Dorsey & Whitney.  "Janet's expertise
and experience will complement Dorsey's strong multi-office finance
and restructuring practice and its Firm-wide banking industry
focus.  We continue to add talent strategically across the Dorsey
platform to better serve our clients around the world."

"I am delighted to be joining Dorsey and its great Firm-wide team
of finance, restructuring and banking lawyers," noted Ms. Weiss. "I
look forward to serving Dorsey's exceptional client base."

                  About Dorsey & Whitney LLP

Clients have relied on Dorsey since 1912 as a valued business
partner.  With locations across the United States and in Canada,
Europe and the Asia-Pacific region, Dorsey provides an integrated,
proactive approach to its clients' legal and business needs.
Dorsey represents a number of the world's most successful companies
from a wide range of industries, including leaders in the banking,
energy, food and agribusiness, health care, mining and natural
resources, and public-private project development sectors, as well
as major non-profit and government entities.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2016.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

                   *** End of Transmission ***