TCR_Public/160622.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, June 22, 2016, Vol. 20, No. 174

                            Headlines

1263 INVESTORS: Sells Oakdale, CA Property for $435K
1601 W. SUNNYSIDE: Taps Venture REI as Real Estate Broker
5 STAR INVESTMENT: Trustee Selling Indiana Property for $410K
77-79 RIVINGTON: Court Denies Request to Hire Maltz Auctions
8110 AERO DRIVE: Taps FPCA Associates to Manage Hotel

ALTERNATIVES LIVING: Gilmore to Auction Real Property
ALTERNATIVES LIVING: Sets Bid Procedures for New Orleans Property
AMERICAN SPECTRUM: Selling San Antonio Properties for $10.2M
AMERICAN SPECTRUM: Taps Lynn Pinker as Special Counsel
APOLLO PRESS: Amends Employment of Harry Jernigan as Counsel

ATK OILFIELD: Sale to Ritchie Bros. Okayed by U.S. Judge
BBEAUTIFUL LLC: Hires Michael Jay Berger as Bankruptcy Counsel
BENCH AND BAR: Taps Dawn I. Hunter as Accountant, Bookkeeper
BFN OPERATIONS: Asks Court Approval to Pay $4.7M Vendor Claims
BFN OPERATIONS: Offers to Sell Assets at July 25 Auction

BFN OPERATIONS: Taps CDG Group as Financial Advisor
BFN OPERATIONS: Wants 30-Day Extension to File Schedules
BIRMINGHAM COAL: Selling 4 Ford Trucks for $48K
BLACK ELK ENERGY: Taps Ryan LLC as Tax Research Consultant
BMR HOLDINGS: Taps M.O. Moore as Financial Advisor

BONNIE & CLYDE'S: Mero North Buying Personalty for $218K
CALVIN L. RAUP: Disclosures Approved; Plan Hearing on Aug. 4
CANDICE RADIX: Hearing on Brooklyn Property Sale on June 22
CAPITAL INVESTMENTS: Sells Virginia and Maryland Real Properties
CONN'S INC: Faces Customer Credit Issues, Energy Exposure

CUZCO DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
DBDFW3 LLC: Plan Outline Approved, Confirmation Hearing on Aug. 2
DELPHI AUTOMOTIVE: Firing on All Cylinders
DEX MEDIA: Authorized to Assume Restructuring Support Agreement
DEX MEDIA: Court Sets July 7 as General Bar Date

DONALD GAUBE: Selling LLC Membership Interest for $4,264
ELIZABETH ARDEN: Moody's Puts Caa1 CFR on Review for Upgrade
EMR ELECTRIC: Hires Ransleben Senterfitt as Accountant
EMR ELECTRIC: Taps Porter Rogers as Special Counsel
EMR ELECTRIC: Taps William B. Kingman as Legal Counsel

EN BUENAS MANOS: Plan Proposes 100% Distribution to Unsecureds
FEDERAL-MOGUL: Icahn Increases Offer for Minority Stake
FPMI SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
GLASIR MEDICAL: Taps JD Webb as Consultant on FDA Issues
HARKAND GULF: Chapter 15 Case Summary

HECK INDUSTRIES: Hires Faulk & Winkler as Accountant
HOANA MEDICAL: Taps McCorriston as Special Counsel
JTS LLC: Revised Plan Still Favors Gaedes, Creditors Lament
KOMODIDAD DISTRIBUTORS: Wants Substantive Consolidation of Cases
KRAZE INTERNATIONAL: Voluntary Chapter 11 Case Summary

LARRY KUSH: To Sell Condo to Fund Exit Plan
LIFE PARTNERS: Vida Capital Files Third Amended Plan
LIGHTSTREAM RESOURCES: Deferred $32.1M Payment on 2nd Lien Notes
M SPACE: June 23 Hearing on Use of Cash Collateral
MIDSTATES PETROLEUM: Committee Hires Squire Patton as Counsel

MIDSTATES PETROLEUM: Court Approves Stipulation Modifying Cash Use
MIDSTATES PETROLEUM: Panel Hires Conway Mackenzie as E&P Advisor
MIDSTATES PETROLEUM: Requires Creditors to File Claims by July 22
PARAGON OFFSHORE: Needs Until August 12 to Decide on Leases
PICO HOLDINGS: Bloggers Wonder about Fate of PICOGate

REPUBLIC AIRWAYS: Asks Until Sept. 22 to Decide on Leases
REPUBLIC AIRWAYS: Seeks Approval to Pay $1.56-Mil. in Bonuses
REPUBLIC AIRWAYS: Seeks Approval to Renew $7.3MM L/Cs
REVEL AC: Owner Balks at Getting Casino License
ROADRUNNER ENTERPRISES: Seeks to Sell C-Store, Campground for $625K

SAAB CARS: Trademark Consigned to Scrap Yard
SHEEHAN PIPE LINE: Cash Use Through July 22 Approved
SKAGIT GARDENS: Has Interim Nod to Use Cash Until July 15
SPORTS AUTHORITY: Selling Store No. 444 Property for $5-Mil.
SPORTS AUTHORITY: Selling Store No. 482 Lease for $2.5-Mil.

SPORTS AUTHORITY: Sports Direct, Modell's Discuss Joint Bid
STEVE MURPHY: Hearing Today on $10MM Sale of LLC Interests
STONE ENERGY: To Make $29M Interest Payment on Senior Notes
SUNEDISON INC: Has Final Court OK to Obtain $300MM in DIP Loans
SYMPHONIC HOLDINGS: To Auction Off Smithtown, NY Property

TOYS R US: To Refinance 89% of 2017, 2018 Notes
UCI INTERNATIONAL: Has Interim Approval to Use Cash Collateral
UCI INTERNATIONAL: Schedules Deadline Extended to Aug. 1
ULTRA PETROLEUM: U.S. Trustee Balks at KEIP Plan Approval
VERSO CORP: Modifies Third Amended Bankruptcy Plan

VISIUM ASSET MANAGEMENT: To Sell Funds After Insider Trading Charge
WATERBURY REALTY: Voluntary Chapter 11 Case Summary
WILLARD BLANKENSHIP: Unsecureds to Recoup 35.1% Under Plan
WILLIAM LINDSEY: Caldwell Has $165,000 Contract to Buy Property

                            *********

1263 INVESTORS: Sells Oakdale, CA Property for $435K
----------------------------------------------------
1263 Investors, LLC, asks the U.S. Bankruptcy Court for the Eastern
District of California, Modesto Division, for the entry of an order
approving the sale of real property of the estate commonly known as
7318 Crane Road, Oakdale, CA ("APN 063-26-04") to Nationstar
Mortgage for $435,000.

The Debtor came to own the Property as a foreclosing junior lien
holder.  The land in question is approximately a single family
residence located on approximately 5.18 acres located within the
City of Oakdale, California.

The Debtor is aware of two liens secured by the property. These
are:

   a. The first priority secured claim of Nationstar Mortgage in
the approximate amount of $597,221.  This lien was originally
recorded on Sept. 24, 2004 in the amount of $480,000.

   b. The second priority secured claim of Bank of New York Mellon
in the approximate amount of $120,000.  This lien was originally
recorded on October 13, 2004.  The Debtor is informed and believes
that this loan is currently serviced by Di Tech.

The Debtor has marketed the property for approximately 60 days
since obtaining approval of the employment of realtor on Feb. 4,
2016.  The Debtor anticipates obtaining the consent of both secured
parties prior to the hearing on the proposed sale.  It had
previously obtained the consent of Nationstar to a "short sale"
however the various clouds on title created by the prior owner of
the property required a quiet title action in Stanislaus County
Superior Court.  That proceeding was successfully concluded just
prior to the filing of the current case.

A recent appraisal of the real property conducted by Shane Rivers
of High Sierra Real Estate Services and dated Dec. 29, 2015 arrived
at a value of $486,500.

1263 Investors, LLC, is represented by:

          Stephen M. Reynolds
          REYNOLDS LAW CORP
          424 Second Street, Suite A
          Davis, CA 95616
          Telephone: (530) 297 5030
          Facsimile: (530) 297 5077
          E-mail: sreynolds@lr-law.net

                    About 1263 Investors

1263 Investors, LLC sought Chapter 11 protection (Bankr. E.D. Cal.
Case No. 16-90002) on Jan. 6, 2016.  The Debtor estimated both
assets and liabilities in the range of $500,000 to $1 million.
Stephen M. Reynolds at Reynolds Law Corp. serves as counsel to the
Debtor.  The petition was signed by Daniel J. Shaw, the company
manager.


1601 W. SUNNYSIDE: Taps Venture REI as Real Estate Broker
---------------------------------------------------------
1601 W. Sunnyside Drive #106, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Idaho to hire Dan Noma, Jr. of
Venture REI, LLC.

The Debtor proposes to hire a broker to market and sell its real
property located at 3500 N. Hayden Road, Unit 1709, Scottsdale,
Arizona.

The services to be provided by the broker include giving advice
about a potential sale of the real property; assembling information
for potential buyers to evaluate the property; assisting in
negotiating the sales price; and presenting all offers for the
review and approval of the Debtor.

Mr. Noma will receive a commission of 5% of the gross sales price
for any sale consummated.

In a court filing, Mr. Noma disclosed that he and his firm are
"disinterested persons" as defined in section 101(14) of the
Bankruptcy Code.

Mr. Noma's contact information is:

     Dan Noma, Jr.
     542 W. Chandler Boulevard
     Chandler, AZ 85225

The Debtor can be reached through its counsel:

     Randal J. French
     Randal J. French, P.C.
     Post Office Box 836
     Boise, Idaho 83701
     Telephone (208) 859-6881
     Email: rfrench@rfrenchlaw.com

                    About 1601 W. Sunnyside

1601 W. Sunnyside Drive #106, LLC sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 15-40587) on
June 15, 2015.


5 STAR INVESTMENT: Trustee Selling Indiana Property for $410K
-------------------------------------------------------------
Douglas R. Adelsperger, as Trustee of 5 Star Investment Group, LLC
and its affiliates, asks the U.S. Bankruptcy Court for the Northern
District of Indiana to approve the sale of real estate located in
St. Joseph County, IN, commonly known as 3131 North Grape Road,
Mishawaka, IN, and all tangible property located at such real
estate to 1st Seniors, LLC, for $410,000.

The purchase price of $410,000 includes any items of furniture,
machinery, equipment or other tangible personal property which are
now or hereafter located on the real estate or any improvement
thereon, including but not limited to an electronic messaging
center signage manufactured by Watchfire, and installed by Burkhart
Advertising, including all software.  Tangible property does not
include leased copiers or printers or any other leased equipment or
personal property that may be located on the real estate.

The Trustee has attempted to fully investigate the marketability
and value of the real estate and tangible property, and, in his
business judgment, believes that the proposed private sale to the
purchaser represents the best way to obtain the highest and best
offer attainable for the sale of the real estate and tangible
property.

The 2014/2015 tax assessed value for the real estate is
approximately $298,500.

Douglas R. Adelsperger is represented by:

          Deborah J. Caruso
          John C. Hoard
          James E. Rossow, Jr.
          Meredith R. Theisen
          RUBIN & LEVIN, P.C.
          135 N. Pennsylvania Street, Suite 1400
          Indianapolis, Indiana 46204
          Telephone: (317) 634-0300
          Facsimile: (317) 263-9411
          E-mail: dcaruso@rubin-levin.net
                  johnh@rubin-levin.net
                  jim@rubin-levin.net
                  mtheisen@rubin-levin.net

                  About 5 Star Investment Group

5 Star Investment Group, LLC, and its 10 affiliates sought
protection under Chapter 11 of the Bankruptcy Code on Jan. 25, 2016
(Bankr. N.D. Ind. Lead Case No. 16-30078).  5 Star estimated its
assets at up to $50,000 and its liabilities at between $1 million
and $10 million.   The Debtor's counsel is Katherine C. O'Malley,
Esq., at Cozen O'Connor, in Chicago, Illinois.

The cases are assigned to Judge Harry C. Dees, Jr.

On Feb. 29, 2016, Douglas R. Adelsperger was appointed as Chapter
11 trustee in each of the bankruptcy cases.  

On March 23, 2016, the Court entered an order consolidating the
bankruptcy cases for purposes of administration only.


77-79 RIVINGTON: Court Denies Request to Hire Maltz Auctions
------------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York has denied 77-79 Rivington Street
Realty LLC's request to hire Maltz Auctions, Inc., dba Maltz
Auctions to market and sell through a public auction sale, the
Debtor's real property located at 77-79 Rivington Street, New York,
New York.

The Debtor intends to sell the property to the bidders tendering
the highest or best offer, free and clear of all liens, taxes,
claims, and non-permitted encumbrances.

Signature Bank and BNH Rivington LLC, the Debtor's secured
creditor, objected to Maltz Auctions' employment.

According to Judge Chapman, the Debtor's application is denied "for
the reasons set forth in the objection filed by BNH and on the
entirety of the record of this case."

The Debtor's principal asset consists of two parcels of contiguous
real property located at 77-79 Rivington Street, New York, which is
utilized for mixed residential and commercial leasing plus a vacant
lot.  The Property is now being marketed for sale on a coordinated
basis with BNH Rivington, as contemplated by the bidding procedures
court order dated March 16, 2016.

In recent weeks, the Debtor was working with Eastern Consolidated
pursuant to a proposed Order filed on April 19, 2016, which was
never formally entered.  In any event, the listing agreement with
Eastern Consolidated expired on May 16, 2016.

Maltz Auctions was appointed the broker in connection with the sale
of the adjoining DAB property and ran a successful and
well-attended auction last month.  To better market the Property,
the Debtor sought to also retain Maltz Auctions to conduct the
public auction in this case.

BNH Rivington agreed that Maltz Auctions should be retained to
conduct the public auction.  However, the Debtor and BNH Rivington
differ as to the precise date of the Public Auction as between June
30, 2016, and July 18, 2016.

The Debtor believes that the Public Auction should be as
well-publicized as possible.  A date in mid-July will give Maltz
Auctions approximately 30 days to prepare for the auction.  
Additionally, the proposed July 18 auction date will also enable
the undersigned to be present and available at the Public Auction,
as the Debtor's bankruptcy counsel, Kevin J. Nash, Esq., at
Goldberg Weprin Finkel Goldstein LLP, is scheduled to be overseas
during the period June 27 through July 9.

BNH Rivington requests that the Public Auction be conducted on June
30, 2016.  An earlier proposed sale date was extended to June 20,
2016, in contemplation of obtaining an acceptable stalking horse
contract.

Mr. Nash said that without a stalking horse buyer, the June 20,
2016, is no longer practical.  While the Debtor understands BNH
Rivington is anxious to proceed quickly, the public auction should
not be rushed and there is no prejudice in a few weeks extra time.

The Debtor has agreed that Maltz Auctions' compensation will be in
the form of a "Buyer's Premium" equal to 3% of the sale price,
which may include payment of a co-broker fee of 0.5% to a licensed
real estate co-broker under certain circumstances.  

To the best of the Debtor's knowledge, Maltz Auctions is
disinterested within the meaning of Bankruptcy Code.

Maltz Auctions can be reached at:

     Maltz Auctions, Inc.
     dba Maltz Auctions
     39 Windsor Place
     Central Islip, NY 11722
     Tel: (516) 349-7022
     Fax: (516) 349-0105
     E-mail: info@MaltzAuctions.com

Headquartered in Valley Stream, New York, 77-79 Rivington Street
Realty LLC filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 14-10339) on Feb. 18, 2014, listing $7 million in
total assets and $8.7 million in total liabilities.  Judge Shelley
C. Chapman presides over the case.  Kevin J. Nash, Esq., at
Goldberg Weprin Finkel Goldstein LLP serves as the Debtor's
bankruptcy counsel.


8110 AERO DRIVE: Taps FPCA Associates to Manage Hotel
-----------------------------------------------------
8110 Aero Drive Holdings, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of California to hire
FPCA Associates, LLC to manage its hotel in San Diego California.

The Debtor tapped the firm to:

     (a) train, supervise, employ and dismiss on-site staff for
         the operation of the hotel;

     (b) develop and implement advertising, marketing, promotion,
         publicity and other similar programs for the hotel;

     (c) negotiate and enter into leases, licenses and concession
         agreements for office space and lobby space at the hotel,

         collect the rent under such leases, and enter into
         contracts for the provision of services to the hotel;
.
     (d) apply for, process and take all necessary steps to
         procure and keep in effect in Debtor's name all licenses
         and permits required for the operation of the hotel;

     (e) purchase all furniture, fixtures, equipment and supplies
         necessary for the operation of the hotel;

     (f) provide routine accounting and purchasing services as
         required in the ordinary course of business;

     (g) maintain the hotel in a good state of repair;

     (h) represent the Debtor in connection with the making of any

         capital improvements to the hotel or in connection with
         its renovation, and enter into agreements for
         architectural, engineering, testing, consulting and
         construction services.

FPCA will receive 2% of the total gross revenues and an accounting
fee of $1,250 a month as compensation.

The proposed employment of FPCA is for two-year term and may be
terminated by either party or upon the conversion of the Debtor's
Chapter 11 case, according to court filings.

The Debtor is requesting a June 23 hearing on its bid to employ the
firm.

Jeffrey Kolessar, Senior Vice-President of Development for GF
Management, an FPCA subsidiary, disclosed in a court filing that
the firm is "disinterested" as defined in section 101(14) of the
Bankruptcy Code.

FPCA can be reached through:

     Jeffrey Kolessar
     FPCA Associates, LLC
     8 Penn Center, 23rd Floor
     1628 JFK Boulevard
     Philadelphia, PA 19103
     Tel: (215) 972-2222

                        About 8110 Aero Drive

8110 Aero Drive Holdings, LLC, based in San Diego, California,
filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 16-03135) on
May 25, 2016. The Hon. Margaret M. Mann presides over the case.
William M. Rathbone, Esq., at Gordon & Rees LLP, as bankruptcy
counsel.

In its petition, the Debtor estimated $10 million to $50 million in
both assets and liabilities.  The petition was signed by Luz Burni,
authorized representative.


ALTERNATIVES LIVING: Gilmore to Auction Real Property
-----------------------------------------------------
Alternatives Living, Inc., asks the U.S. Bankruptcy Court for the
District of Louisiana for the entry of an order authorizing (i) the
public auction of its vacant land referred to as 303 Morrison Rd.,
New Orleans, LA, and (ii) the employment of Gilmore Auction &
Realty Co. to conduct the auction.

The Debtor submits that sound business reasons justify the sale of
the property.  The property is not necessary for continued
operations or an effective reorganization and proceeds from sale
will reduce ongoing debt service obligations, which will benefit
the Debtor's estate by, among other things, increasing net revenue
distributed to creditors under the plan.

The need to retain Gilmore Auction as auctioneer for the Debtor is
of paramount importance, as the sale of the property will benefit
the estate.  The services of Gilmore Auction, with its experience
and qualifications in providing such services to its clients, are
appropriate and necessary to assist the Debtor.

Pursuant to the auction proposal, Gilmore proposes to deliver an
unconditional, all cash offer, with a 10 percent non-refundable
deposit, with an Act of Sale within 30 days subject to court
approval.  The property will be offered in "as is" condition,
without warranty as to property condition or title.  The buyer will
rely on the Debtor providing an insurable, merchantable title, but
the buyer shall be responsible for title policy and closing costs.
The Debtor will be responsible for customary seller closing costs.
Furthermore, all expenses of conducting the sale, including
advertising and promotional costs, are to be paid by the
auctioneer, subject to reimbursement upon sale of the property.

Gilmore Auction agrees to sell the Property at public auction, for
which it will receive a fee for the sale made in an amount equal to
ten percent of the final bid on the property.  The auctioneer's fee
will be paid by the buyer on the high bid and included in the total
contract price.  Furthermore, the funds from the auctioneer's fee
will be used to reimburse Gilmore Auction for advanced advertising
and promotional costs or to pay a co-operating buyer's broker a two
percent fee will be paid to a co-operating broker representing a
winning bidder; however, per the auction proposal, if a
co-operating broker is not involved with the sale, then the
advanced promotional marketing fee will be reimbursed from that fee
portion.  Therefore, the actual commission earned by Gilmore
Auction will be less than 10 percent once the co-operating broker's
sales commission and the advanced advertising and promotional costs
have been deducted.

Furthermore, the auction proposal clearly states that the
auctioneer's commission would depend on Gilmore Auction's
risk/reward evaluation of achieving the Debtor's goals, the amount
of liens that must be paid, the final reserve price and in amount
of advance promotion the Debtor will approve.  The Debtor believes
that such fees are reasonable and fair.

Alternatives Living, Inc., is represented by:

          Leo D. Congeni
          424 Gravier Street
          New Orleans, LA 70130
          Telephone: 504-522-4848
          Facsimile: 504-581-4962
          E-mail: leo@congenilawfirm.com

                    About Alternatives Living

Alternatives Living, Inc., based in New Orleans, Louisiana, filed
for Chapter 11 bankruptcy (Bankr. E.D. La. Case No. 15-12308) on
Sept. 9, 2015.  The Hon. Elizabeth W. Magner presides over the
case.  Leo D. Congeni, Esq., at Congeni Law Firm, LLC, serves as
the Debtor's counsel.  Alternatives Living estimated assets in the
range $500,000 to $1 million; and $1 million to $10 million in
debt.  The petition was signed by Rickey Roberson, the CFO.


ALTERNATIVES LIVING: Sets Bid Procedures for New Orleans Property
-----------------------------------------------------------------
Alternatives Living, Inc., asks the U.S. Bankruptcy Court for the
District of Louisiana to approve the sale of an office building and
lot, referred to as 4219 Magnolia Street, New Orleans, LA, to First
Bank and Trust ("FBT") for $550,000, subject to overbid, pursuant
to 11 U.S.C. Sec. 363.

FBT has agreed to purchase the Property for a credit bid of
$550,000, on an "as is, where is" basis without any warranty.  The
sale of the Property will be subject to a lease-back which would
grant the Debtor the  exclusive right of use of the Property
through Oct. 31,
2016.

The Debtor requests that the Court set a sale hearing date for
purposes of conducting an auction of the Property to be conducted
by Judge Elizabeth W. Magner at the United States Bankruptcy Court
for the Eastern District of Louisiana, Courtroom B-709.

The Orleans Parish Assessor's Office values the Property at
$525,000.  First Bank and Trust contends that the value of the
Property is $595,000 (see Proof of Claim No. 6).

On May 24, 2016, the Debtor filed its Third Amended Plan of
Reorganization.  Payments and distributions to creditors under
the Plan will be funded from net revenue derived from Debtor's
continued operations, proceeds of Causes of Action, if any, and
proceeds from the sale of real estate, including the Property.  The
Property is currently used as Debtor's office.  However, the Debtor
intends to relocate to a new office and, consequently, the Property
is not necessary for continued operations or an effective
reorganization and proceeds from sale will reduce ongoing debt
service obligations, which will benefit the Debtor's estate by,
among other things, increasing net revenue distributed to creditors
under the Plan.

Alternatives Living is represented by:

         Leo D. Congeni
         424 Gravier Street
         New Orleans, LA 70130
         Telephone: 504-522-4848
         Facsimile: 504-581-4962
         E-mail: leo@congenilawfirm.com

                    About Alternatives Living

Alternatives Living, Inc., based in New Orleans, Louisiana, filed
for Chapter 11 bankruptcy (Bankr. E.D. La. Case No. 15-12308) on
Sept. 9, 2015.  The Hon. Elizabeth W. Magner presides over the
case.  Leo D. Congeni, Esq., at Congeni Law Firm, LLC, serves as
the Debtor's counsel.  Alternatives Living estimated assets in the
range $500,000 to $1 million; and $1 million to $10 million in
debt.  The petition was signed by Rickey Roberson, the CFO.


AMERICAN SPECTRUM: Selling San Antonio Properties for $10.2M
------------------------------------------------------------
American Spectrum Realty, Inc., asks the U.S. Bankruptcy Court for
the Central District of California, Santa Ana Division, for entry
of an order authorizing the Debtor to cause its affiliate, American
Spectrum Investments LLC ("ASI"), to sell its interest in real
properties commonly known as 8223 Leslie Road and 10507 Shaenfield
Road, San  Antonio, TX, to the proposed stalking horse bidder,
Donald R. Clauson or his assigns, for $10.2 million, subject to
overbid during an auction tentatively scheduled to occur on June
29, 2016.

The Debtor is a holding company, whose only material assets are its
interests in various affiliates.  As a result, the Debtor's
reorganization is premised upon the realization of the value of its
interests in these affiliates.

ASI, along with the seven unaffiliated owners that own the San
Antonio properties, have entered into the Sale Agreement with the
Stalking Horse Bidder for the sale of the San Antonio properties
for a purchase price of $10.2 million.  ASI owns a 38.4% interest
in the San Antonio Properties.

Chief Restructuring Office ("CRO") J. Michael Issa, a principal of
the national financial advisory firm, GlassRatner Advisory &
Capital Group LLC, who was appointed by the Debtor on May 1, 2015,
has marketed broadly the San Antonio properties, both directly and
to the real estate brokerage community.  Based upon the diligence
performed by the Debtor with respect to the potential buyers for
the San Antonio properties, and the extensive negotiations
conducted with the potential buyers with respect to the sale of the
properties, Clauson has been selected to be the stalking horse
bidder.

The sale of the properties will generate substantial proceeds for
ASI, which proceeds ultimately will facilitate the funding of
distributions to creditors pursuant to a Chapter 11 plan to be
confirmed in the Debtor's case.

Disputes have arisen among ASI, on one hand, and the Unaffiliated
Owners, on the other hand, regarding their respective shares of net
proceeds that will be realized from the sale of the San Antonio
properties.  The Unaffiliated Owners assert, among other things,
that the Secured Lender's claim for default interest, and
attorneys' fees arises solely as a result of ASI's purported
failure to have obtained the Secured Lender's consent to ASI's
acquisition of an interest in the San Antonio properties in 2010,
and, accordingly, that ASI should be solely responsible for paying
the amount of such claims.  ASI disputes such assertion.

In addition, disputes have arisen among American Spectrum Realty
Management LLC ("ASRM"), on one hand, and the Unaffiliated Owners,
on the other hand, with regard to ASRM's right to receive a
Disposition Fee upon a sale of the San Antonio properties.  The
Unaffiliated Owners assert, among other things, that ASRM's
Management Contract was terminated prior to the Petition Date, and,
accordingly, that ASRM is not entitled to receive any Disposition
Fee upon a sale of the San Antonio properties. ASRM disputes such
assertion.

The Debtor also requests that the Court authorize the Debtor to
cause ASI to enter into the proposed LNR Settlement principled by
LNR Partners, LLC which acted as acted as special servicer for the
secured lender in connection with the San Antonio Properties, and
that the Court approve the proposed Property Owners Settlement
Agreement.

By the LNR Settlement, the disputed secured claims of the secured
lender with respect to the San Antonio properties will be resolved
on terms acceptable to ASI and to the Unaffiliated Owners.  By the
Property Owners Settlement Agreement, the disputes among ASI, ASRM
and the Debtor, on one hand, and the unaffiliated owners, on the
other hand, regarding the claims of ASI and ASRM, will be resolved
on terms acceptable to them.  These settlements will resolve
disputes associated with the disposition of proceeds that will be
generated by the sale of the San Antonio properties and therefore
will facilitate a prompt sale of the properties and ASI's and
ASRM's obtaining their respective shares of such proceeds.

While the LNR Settlement has not yet been finalized, material terms
of the proposed LNR Settlement are as follows:

   1. Default Interest Claim: LNR has agreed to reduce the amount
of the Secured Lender's default interest claim from an amount in
excess of $700,000 to $300,000.

   2. Attorneys' Fees Claim: LNR has agreed that the Secured
Lender's current claim for attorneys' fees and costs will be capped
at approximately $25,842.

   3. Pre-payment Premium Claim: ASI and the other Sellers have
agreed to acknowledge the validity of the Secured Lender's
Pre-payment Premium claim. As of June 11, 2016, the amount of such
claim will be approximately $297,091.

   4. Late Charges: LNR has agreed in principle to waive late
fees.

   5. Release: The Sellers will be required to release any and all
claims that they may have against the Secured Lender, LNR and their
respective predecessors and affiliates. The Seller and LNR have
agreed in principle that the aggregate amount of the Secured
Lender's default interest claim, attorneys' fees claim and other
collection costs will not exceed materially $375,000. LNR's payoff
statement provides that, the parties agree that, as of June 11,
2016, the Secured Lender will have a secured claim in the total
amount of approximately $4,887,101 with respect to the San Antonio
properties, and that, after the application of certain escrowed
funds and reserves, the net amount of the Secured Lender's secured
claim (as of Jun. 11, 2016) will be approximately $4,140,717.  The
amount of such secured claim will accrue interest until paid.

The Property Owners Settlement Agreement provides, in part, as
follows:

   1. Payment of Loan Balance: Pursuant to paragraph 1(a)(i) of the
Property Owners Settlement Agreement, ASI and the Unaffiliated
Owners agree that each will pay its proportionate share of the
outstanding Loan balance, including any attorneys' fees and costs
of LNR payable with respect to the repayment of the Loan.

   2. Payment of Default Interest and Penalties: Pursuant to
paragraph 1(a)(ii) of the Property Owners Settlement Agreement, ASI
and the Unaffiliated Owners agree that each will pay 50% of the
default interest and penalties related to the alleged default on
the Loan.

   3. Payment of Pre-payment Premium: Pursuant to paragraph
1(a)(iii) of the Property Owners Settlement Agreement, ASI and the
Unaffiliated Owners agree that each will pay 50% of the Pre-payment
Premium owed with respect to repaying the Loan before the maturity
of the Loan; provided, however, that if the San Antonio Properties
are sold for more than $11.0 million, then ASI and the Unaffiliated
Owners will be responsible for paying their proportionate share of
the Pre-payment Premium (i.e., ASI will owe 38.4% of the
Pre-payment Premium and the Unaffiliated Owners will owe a total of
61.6% of the Pre-payment Premium).

   4. Disposition Fee Payable to ASRM: Pursuant to paragraph 1(b)
of the Property Owners Settlement Agreement, the Unaffiliated
Owners and ASRM agree that ASRM will be entitled to receive a
Disposition Fee upon a sale of the San Antonio Properties, ranging
from 2.0% to 3.25% of the total sales price of the San Antonio
Properties, depending upon the amount of the purchase price
received for the sale of the San Antonio Properties and the timing
of the Closing of the sale of the San Antonio Properties, in
accordance with the terms and conditions of paragraph 1(b) of the
Property Owners Settlement Agreement.

   5. Credits Owed to ASI and to the Unaffiliated Owners: Pursuant
to paragraph 1(c) of the Property Owners Settlement Agreement, ASI
and the Unaffiliated Owners agree that ASI will be entitled to
receive a credit in the amount of $64,395 for amounts that were
advanced to the Unaffiliated Owners, but not to ASI, and that the
Unaffiliated Owners will be entitled to receive a credit in the
amount of $34,000 for amounts paid pre-petition to ASRM, without
the alleged consent or approval of the Unaffiliated Owners.

   6. Waiver of Proofs of Claim: Pursuant to paragraph 6 of the
Property Owners Settlement Agreement, the Unaffiliated Owners agree
to withdraw the Unaffiliated Owners Proofs of Claim.

   7. Releases: Pursuant to paragraph 7 of the Property Owners
Settlement Agreement, ASI, ASRM and the Debtor, on one hand, and
the Unaffiliated Owners, on the other hand, waive and release any
and all claims that they may have against each other in accordance
with the terms and conditions of paragraph 7 of the Property Owners
Settlement Agreement.

   8. Bankruptcy Court Approval.  Pursuant to paragraph 8 of the
Property Owners Settlement Agreement, the parties acknowledge and
agree that the effectiveness of the Property Owners Settlement
Agreement is subject to the approval of the Court.

   9. Disbursement of Net Proceeds From Sale of the San Antonio
Properties. Pursuant to paragraph 10(a) of the Property Owners
Settlement Agreement, the parties agree that net proceeds realized
from a sale of the San Antonio Properties will be disbursed to ASI,
ASRM and the Unaffiliated Owners in accordance with the terms and
conditions of the Property Owners Settlement  
Agreement.

American Spectrum Realty is represented by:

          Robert E. Opera
          Peter W. Lianides
          WINTHROP COUCHOT PROFESSIONAL CORP.
          660 Newport Center Drive, Fourth Floor
          Newport Beach, CA 92660
          Telephone: (949) 720-4100
          Facsimile: (949) 720-4111
          E-mail: ropera@winthropcouchot.com
                  plianides@winthropcouchot.com

                  About American Spectrum Realty

American Spectrum Realty, Inc. -- http://www.asrmanagement.com/--
is a real estate investment company that owns, through an operating
partnership, interests in office, industrial/commercial, retail,
self-storage, retail, multi-family properties and undeveloped land
throughout the United States.  American Spectrum Management Group,
Inc., a wholly-owned subsidiary of the Company, manages and leases
all properties owned by American Spectrum Realty, Inc. well as for
third-party clients, totaling 7 million square feet in multiple
states. American Spectrum Realty was formed in 2000 and began
publicly trading on the New York Stock Exchange in 2001.

Alleged creditors -- namely, D&A Daily Mortgage Fund III, L.P., D&A
Semi-Annual Mortgage Fund III, L.P., and D&A Intermediate-Term
Mortgage Fund III, L.P. -- filed an involuntary Chapter 11 petition
for American Spectrum in Santa Ana, California, on Feb. 13, 2015
(Bankr. C.D. Cal. Case No. 15-10721). The involuntary case was
assigned to Judge Scott C. Clarkson.

James C. Bastian, Jr., Esq., and Melissa Davis Lowe, Esq., at
Shulman Hodges & Bastian LLP, in Irvine, California, serve as
counsel to the Petitioning Creditors.

On May 1, 2015, the Court entered an order for relief against the
Debtor under Chapter 11 of the U.S. Code.

American Spectrum has affiliates that have pending bankruptcy
cases. One of them is Verdugo, LLC, a single asset real estate that
filed a Chapter 11 bankruptcy petition (Bank. C.D. Cal. Case No.
15-10701) on Feb. 12, 2015.  Judge Scott C. Clarkson presides over
the case.

American Spectrum disclosed assets of $6,381,000 to $13,381,000 and
liabilities of $6,558,235 as of the Chapter 11 filing.


AMERICAN SPECTRUM: Taps Lynn Pinker as Special Counsel
------------------------------------------------------
American Spectrum Realty Inc. seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire
Lynn Pinker Cox & Hurst LLP as its special counsel.

The Debtor tapped the firm to investigate and prosecute claims
against its former directors and officers.  Lynn Pinker will
provide these services:

     (a) investigate matters involving claims against former
         directors and officers of the Debtor;

     (b) consult with the Debtor;

     (c) represent or defend the Debtor in court in its case
         against its former directors and officers;

     (d) prepare and review pleadings, arrange for filing and
         support activities;

     (e) participate in discovery and provide research if
         necessary; and

     (f) assist in trying the case if necessary.

Lynn Pinker's fees will be paid on a contingency basis.  The Debtor
agrees to pay the firm 20% of any "net recovery" obtained by way of
settlement, judgment or payment within the first 90 days.
Thereafter, the Debtor will pay the firm 33% of any net recovery.

Aside from professional fees, Lynn Pinker will also receive
reimbursement for work-related expenses.

Jason Dennis, Esq., a partner at Lynn Pinker, disclosed in a court
filing that the firm does not hold or represent any interest
adverse to the Debtor's estate or its creditors.

Lynn Pinker can be reached through:

     Jason Dennis
     Lynn Pinker Cox & Hurst LLP
     2100 Ross Avenue, Suite 2700
     Dallas, TX 7520
     Tel: (214) 981-3830
     Fax: (214) 981-3839
     E-mail: jdennis@lynnllp.com

              About American Spectrum Realty

American Spectrum Realty, Inc. -- http://www.asrmanagement.com/--

is a real estate investment company that owns, through an operating
partnership, interests in office, industrial/commercial, retail,
self-storage, retail, multi-family properties and undeveloped land
throughout the United States.  American Spectrum Management Group,
Inc., a wholly-owned subsidiary of the Company, manages and leases
all properties owned by American Spectrum Realty, Inc. well as for
third-party clients, totaling 7 million square feet in multiple
states.  American Spectrum Realty was formed in 2000 and began
publicly trading on the New York Stock Exchange in 2001.

Alleged creditors -- namely, D&A Daily Mortgage Fund III, L.P.,
D&A Semi-Annual Mortgage Fund III, L.P., and D&A Intermediate-Term
Mortgage Fund III, L.P. -- filed an involuntary Chapter 11
petition for American Spectrum in Santa Ana, California, on
Feb. 13, 2015 (Bankr. C.D. Cal. Case No. 15-10721).

The involuntary case was assigned to Judge Scott C. Clarkson.
James C. Bastian, Jr., Esq., and Melissa Davis Lowe, Esq., at
Shulman Hodges & Bastian LLP, in Irvine, California, serve as
counsel to the Petitioning Creditors.

On May 1, 2015, the Court entered an order for relief against the
Debtor under Chapter 11 of the U.S. Code.

American Spectrum has affiliates that have pending bankruptcy
cases.  One of them is Verdugo, LLC, a single asset real estate
that filed a Chapter 11 bankruptcy petition (Bank. C.D. Cal. Case
No. 15-10701) on Feb. 12, 2015.  Judge Scott C. Clarkson presides
over the case.

American Spectrum disclosed assets of $6,381,000 - $13,381,000 and
liabilities of $6,558,235 as of the Chapter 11 filing.


APOLLO PRESS: Amends Employment of Harry Jernigan as Counsel
------------------------------------------------------------
Apollo Press, Inc., filed with the U.S. Bankruptcy Court for the
Eastern District of Virginia an amendment to its employment of
Harry Jernigan CPA Attorney, P.C., as bankruptcy counsel.

As reported by the Troubled Company Reporter on June 1, 2016, the
Debtor sought approval from the Court to hire Harry Jernigan as
legal counsel.  The Debtor tapped the firm to, among other things,
assist, advise and represent the Debtor in the formulation,
negotiation and confirmation of a Chapter 11 plan.

The Firm will provide the Debtor these services:

     a. advising the Debtor of its powers and duties as debtor-in-
        possession;

     b. providing the Debtor with assistance, advice, and
        representation concerning the formulation, negotiation,
        and confirmation of a disclosure statement and Chapter 11
        plan (and accompanying ancillary documents), including
        assisting the Debtor with the preparation of projections;

     c. providing the Debtor with assistance, advice, and
        representation concerning any investigation of the assets,

        liabilities, and financial condition of the Debtor that
        may be required;

     d. representing the Debtor at hearings on matters pertaining
        to its affairs as debtor-in-possession, including
        prosecuting and defending adversary proceedings, contested

        matters and other litigation and matters that arise under
        the Bankruptcy Code, or that arise in this case or related

        to this case;

     e. providing the Debtor with counseling and representation
        with respect to the assumption or rejection of executory
        contracts and unexpired leases, and other bankruptcy-
        related matters arising from this case;

     f. rendering advice to the Debtor with respect to the myriad
        of general corporate and litigation issues related to this

        case; and

     g. performing other legal services for the Debtor as may be
        necessary and appropriate for the efficient and economical

        administration of this Chapter 11 case.

The Firm will be paid these hourly rates:

        Harry W. Jernigan, III, CPA, Esq.         $350
        Carolyn L. Camardo, Esq.                  $300
        Jennifer T. Langley, MBA, Esq.            $275
        Jared A. Mangum, Esq.                     $225
        Stephanie Zongolowicz, Paralegal          $150

From April 28, 2016, through the petition filing date, the Firm has
represented the Debtor with its financial matters.

On May 23, 2016, the Firm received a retainer of $25,000 for
bankruptcy representation services.  On May 25, 2016, the Firm
invoiced the Debtor for professional services in the amount of
$25,000.

On May 23, 2016, the Debtor remitted $1,717 for costs which was
used to pay the court filing fee.

Harry Jernigan, III, CPA, Esq., an attorney at the Firm, assures
the Court that no attorney with the Firm holds or represents any
interest adverse to the Debtor’s estate and each attorney with
the Firm is a "disinterested person" as that phrase is defined
Section 101(14) of the Bankruptcy Code.

The Firm can be reached at:

     Harry W. Jernigan, III, CPA, Esq.
     Jennifer T. Langley, Esq.
     HARRY JERNIGAN CPA ATTORNEY, P.C.
     5101 Cleveland Street, Suite 200
     Virginia Beach, Virginia 23462
     Tel: (757) 490-2200
     Fax: (757) 490-0280
     E-mail: hj@hjlaw.com

                        About Apollo Press

Apollo Press, Inc., sought protection under Chapter 11 of the
Bankruptcy Code in the Eastern District of Virginia (Newport News)
(Case No. 16-50717) on May 26, 2016.  

The petition was signed by John Warren Taylor, president.  The
case is assigned to Judge Frank J. Santoro.

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


ATK OILFIELD: Sale to Ritchie Bros. Okayed by U.S. Judge
--------------------------------------------------------
Ernst & Young Inc., the court-appointed receiver of ATK Oilfield
Transportation Inc. and ATK Oilfield Transportation (USA) Inc.,
based upon the Consent Receivership Order dated April 1, 2016,
entered by the Court of Queen's Bench of Alberta in the Judicial
Centre of Calgary, Canada under Canada's Bankruptcy and Insolvency
Act, obtained from the U.S. Bankruptcy Court for the Western
District of Texas, Midland Division, approval to sell assets of the
Debtors to Ritchie Bros. Auctioneers.

"All objections to the Motion or the relief requested therein that
have not been withdrawn, waived, or settled as announced to this
Court at the Sale Hearing or by stipulation filed with this Court
or as otherwise provided in this Order, and all reservations of
rights included therein, are hereby overruled on the merits," U.S.
Judge Ronald B. King signed in his order.

The following vehicles are NOT part of the Assets being sold to
Purchasers:

   * 2015 Ford Super Duty F350 SRW  VIN: 1FT8W3BT6FEC11595
   * 2015 Ford Super Duty F350 SRW  VIN: 1FT8W3BT4FEC62464
   * 2016 Ford Super Duty F350 SRW  VIN: 1FT8W3BT7GEA27381
   * 2015 Ford F150 VIN: 1FTEW1EG5FKE61000

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

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

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

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

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

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

Counsel for Ernst & Young Inc., as receiver:

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

                 - and -

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

A copy of the Sale Order is available for free at:

           http://bankrupt.com/misc/ATK_79_Sale_Ord.pdf

                 About ATK Oilfield Transportation

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

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

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

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

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

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


BBEAUTIFUL LLC: Hires Michael Jay Berger as Bankruptcy Counsel
--------------------------------------------------------------
Bbeautiful, a California LLC, asks for authorization from the U.S.
Bankruptcy Court for the Central District of California to employ
the Law Offices of Michael Jay Berger of Beverly Hills, California,
to represent the Debtor in its Chapter 11 bankruptcy proceeding.

The Firm will represent the Debtor's interests in this Chapter 11
bankruptcy proceeding, as the Debtor would be unable to reorganize
its business without the benefit of competent legal advice.  The
Firm's services will include, and have included:

     a. communicating with creditors of the Debtor;

     b. reviewing the Debtor's Chapter 11 bankruptcy petition and
        all supporting schedules;

     c. advising the Debtor of its legal rights and obligation in
        a bankruptcy proceeding;

     d. working to bring the Debtor into full compliance with
        reporting requirements of the Office of the U.S. Trustee;

     e. preparing status reports as required by the Court;

     f. responding to any motions filed in Debtor's bankruptcy
        proceeding;

     g. responding to creditor inquiries;

     h. reviewing proofs of claim filed in the Debtor's
        bankruptcy;

     i. objecting to inappropriate claims;

     j. preparing notices of automatic stay in all state court
        proceedings in which the Debtor is sued during the pending

        of the Debtor's bankruptcy proceeding; and

     k. if appropriate, preparing a Disclosure Statement and Plan
        of Reorganization for the Debtor.

The Firm will be paid these hourly rates:

        Michael Jay Berger, Esq.        $495
        Senior Associate Attorneys      $365
        Mid-Level Associate Attorneys   $345
        Junior Associate Attorneys      $265
        Paralegals & Law Clerks         $200

The agreed upon retainer for the Firm to represent the Debtor is
$20,000.  On June 2, 2016, the Firm was paid a post-petition
retainer of $20,000 by Arminak Solutions, LLC, a third party who is
not a creditor of the Debtor, as a gift contribution on behalf of
the Debtor's estate.  Helga Arminak is the managing member and 99%
owner of the Debtor and managing member of Arminak.  The retainer
will be maintained in the Firm's client trust account until court
authorization is obtained pursuant to ll U.S.C. Section 330 or
331.

Michael Jay Berger, Esq., the sole owner of the Firm, assures the
Court that the Firm neither holds nor represents any interest
materially adverse to the interest of the estate or of any class of
creditors or equity security holders, by reason of any direct or
indirect relationship to, connection with, or interest in, the
Debtor or an investment banker for any security of the Debtor, or
for any other reason.

The Firm can be reached at:

        Michael Jay Berger, Esq.        
        LAW OFFICES OF MICHAEL JAY BERGER
        2 9454 Wilshire Boulevard 6th Floor
        Beverly Hills, CA 90212-2929
        Tel: (310) 271-6223
        Fax: (310) 271-9805
        E-mail: michael.berger@bankrupteypowencom

                     About BBeautiful LLC

BBeautiful LLC sought protection under Chapter 11 of the Bankruptcy
Code in the Central District of California (Los Angeles) (Case No.
16-10799) on Jan. 22, 2016.  The petition was signed by Helga
Arminak, operating manager.

The Debtor is represented by Steven Werth, Esq., at SulmeyerKupetz.
The case is assigned to Judge Ernest M. Robles.

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


BENCH AND BAR: Taps Dawn I. Hunter as Accountant, Bookkeeper
------------------------------------------------------------
Bench and Bar, Inc., asks for permission from the U.S. Bankruptcy
Court for the Northern District of California to employ Dawn I.
Hunter, EA, to assist with ongoing accounting and bookkeeping for
the Debtor in the midst of its Chapter 11 proceeding.

Currently, Ms. Hunter maintains the Debtor's bookkeeping using
QuickBooks software.  She handles weekly adjustments and additions
to the general ledger and monthly reconciliations.  She also
reviews the payroll deposits, files quarterly and annual payroll
reports, prepares Form 1099s, and other tax reporting as
requested.

Ms. Hunter's hourly rate for bookkeeping is $80 per hour.  Her rate
for tax work is $150 per hour.

Ms. Hunter assures the Court that she is a disinterested person for
purposes of rendering services on behalf of the bankruptcy estate
as that term is defined in the Bankruptcy Code.

Ms. Hunter can be reached at:

     Dawn I. Hunter, EA
     Clayton, CA
     Tel: (925) 708-0996
     Fax: (925) 332-0382
     E-mail: dhunter215@att.net

The Debtor's bankruptcy counsel can be reached at:

     THE LAW OFFICE OF NATHAN D. BORRIS, ESQ.
     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.


BFN OPERATIONS: Asks Court Approval to Pay $4.7M Vendor Claims
--------------------------------------------------------------
To prevent any disruption of their farms, BFN Operations LLC, et
al., seek permission from the Bankruptcy Court to pay up to
$4,764,000 to certain critical vendors, shippers, and royalty
agreement counterparties that are essential to their business
operations.

Throughout their operations nationwide, the Debtors use
approximately 4,255 service providers and vendors in the ordinary
course of their business.  This number includes approximately 300
vendors and providers to whom the Debtors are currently indebted as
of the Petition Date.  The Debtors said they undertook a review of
all their service providers and vendors to determine which were
critical to their operations, which were impractical to replace,
and which had indicated that they would stop providing services or
goods to them unless such service providers/good vendors were paid
outstanding amounts owed to them.

The Debtors' Critical Vendors generally break down into the
following categories: (a) traditional "vendors," such as (i)
suppliers of plant material, (ii) suppliers of chemicals and other
goods, and (iii) suppliers of media necessary to conduct the
Debtors' business; (b) various domestic common carriers and
transportation providers that ship, transport, and deliver supplies
and product to and from their farms and between the various farms;
and (c) breeders and owners from whom the Debtors license the right
to use patented and trademarked DNA owned by the breeders.

The Debtors and their secured lenders have agreed that (a) the
Debtors will have the ability to pay up to $1,500,000 to Critical
Vendors in their sole discretion and (b) the remaining $3,264,000
requested may be paid to Critical Vendors only upon (i) consent of
PNC Bank, NA as the agent under the Debtors' postpetition financing
agreement and Crystal Financial LLC pursuant to that certain
Amended and Restated Revolving Credit, Term Loan, and Security
Agreement, dated as of May 22, 2015.

In addition, the Debtors seek to enter into trade agreements with
the Critical Vendors to ensure that the Critical Vendors provide
products and services on customary trade terms.

                        About BFN Operations

BFN Operations LLC and four of its subsidiaries each filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Tex. Lead Case No. 16-32435) on June 17, 2016, estimating
assets and liabilities in the range of $100 million to $500
million.

Operating under the name Zelenka Farms, the Debtors are wholesale
growers and distributors of container-grown shrubs, trees,
perennials, roses, and groundcovers.  Zelenka was founded in 1993
under the name The Berry Family of Nurseries.  Zelenka employs
approximately 1,600 people to operate its six facilities totaling
3,577 acres across the key growing regions in the United States.
Zelenka owns farms in Oregon and the Vaughn Lane farm in Tennessee,
and leases farms in Oklahoma, Michigan, North Carolina, and the
Short Mountain farm in Tennessee.  With approximately $130 million
in annual sales, Zelenka claims to represent approximately six
percent of the $2.2 billion wholesale nursery products industry and
is one of only five competitors exceeding $100 million in sales.

The Debtors have engaged Gardere Wynne Sewell LLP as counsel, CDG
Group, LLC as chief restructuring officer provider, Imperial
Capital, LLC as investment banker and Upshot Services LLC as
noticing, claims and balloting agent.

Judge Barbara J. Houser is assigned to the cases.


BFN OPERATIONS: Offers to Sell Assets at July 25 Auction
--------------------------------------------------------
BFN Operations LLC and its debtor affiliates will be putting their
assets up for auction to be held at the offices of Gardere Wynne
Sewell LLP, 1601 Elm Street, Suite 3000, Dallas, TX 75201-4761, on
July 25, 2016 at 10:00 a.m. (CST), subject to the Bankruptcy
Court's approval.

The Debtors asked for the Court's nod of the proposed bidding
procedures relating to the sale of substantially all of their
assets to a single or multiple purchasers.  The Bidding Procedures
are intended to ensure that they obtain the highest or best price
for their assets.

The Debtors said in Court papers that their current liquidity
position cannot support a lengthy stay in Chapter 11, and they risk
losing value as a going concern if a sale is not finalized soon.
Accordingly, the Debtors seek a continuation of the marketing
process they started prior to the Petition Date with the assistance
of their proposed investment banker, Imperial Capital, LLC.

Among other things, the Bid Procedures (a) describe the assets
available for sale; (b) establish the manner in which Bidders and
bids become "qualified"; (c) provide for the coordination of
diligence efforts among Bidders and the Debtors; (d) govern the
receipt, negotiation, and qualification of bids received; (e)
govern the conduct of the Auction; and (f) govern the selection and
approval of any ultimately successful bidders.

Each Bidder that intends on making a Qualified Bid must submit an
offer by July 18, 2016.

To be considered a Qualified Bid, each Bidder's APA "shall remain
open, enforceable and irrevocable in accordance with its terms
until after the Debtors close the purchase and sale of the Assets
and shall, among other things include an earnest-money deposit in
cash or in other form of immediately available U.S. funds equal to
the lesser of (a) 10% of the Bidder's proposed purchase price, and
(b) $3 million, to be held in the Debtors' counsel's trust
account."

To induce potential Bidders to expend the time, energy, and
resources necessary to submit an Asset Purchase Agreement, the
Debtors request authority to grant a proposed Stalking-Horse Bidder
bid protections comprised of (a) expense reimbursement for actual,
proved out-of-pocket expenses including reasonable attorneys' fees,
and (b) a break-up fee of up to 3%.  The Debtors propose that the
Break-Up Fee be payable only if such Stalking-Horse Bidder is not
deemed the highest or best bidder for the Debtors and the Debtors
consummate the proposed sale of the Assets with another Qualified
Bidders or buyers.

In addition, to facilitate a potential sale that would involve the
assumption and assignment of certain of the Debtors' unexpired
leases and executory contracts, the Debtors propose to serve a
"Cure Amount Notice" not later than July 1, 2016, and request that
the Bankruptcy Court approve procedures for fixing any cure amounts
owed on all unexpired leases and executory contracts.

The Debtors further request that the Bankruptcy Court schedule the
Sale Hearing on July 28, 2016, at 10:00 a.m. (CST), with an
Objection Deadline for that Sale Hearing set for July 27, 2016, at
12:00 p.m. (CST).

                    About BFN Operations

BFN Operations LLC and four of its subsidiaries each filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Tex. Lead Case No. 16-32435) on June 17, 2016, estimating
assets and liabilities in the range of $100 million to $500
million.

Operating under the name Zelenka Farms, the Debtors are wholesale
growers and distributors of container-grown shrubs, trees,
perennials, roses, and groundcovers.  Zelenka was founded in 1993
under the name The Berry Family of Nurseries.  Zelenka employs
approximately 1,600 people to operate its six facilities totaling
3,577 acres across the key growing regions in the United States.
Zelenka owns farms in Oregon and the Vaughn Lane farm in Tennessee,
and leases farms in Oklahoma, Michigan, North Carolina, and the
Short Mountain farm in Tennessee.  With approximately $130 million
in annual sales, Zelenka claims to represent approximately six
percent of the $2.2 billion wholesale nursery products industry and
is one of only five competitors exceeding $100 million in sales.

The Debtors have engaged Gardere Wynne Sewell LLP as counsel, CDG
Group, LLC as chief restructuring officer provider, Imperial
Capital, LLC as investment banker and Upshot Services LLC as
noticing, claims and balloting agent.

Judge Barbara J. Houser is assigned to the cases.


BFN OPERATIONS: Taps CDG Group as Financial Advisor
---------------------------------------------------
To ensure appropriate compliance with their duties and obligations
as debtor-in-possession, BFN Operations LLC, et al., seek to employ
CDG Group, LLC, as financial advisor.

The Debtors selected CDG due to its familiarity with their
business, as well as CDG's experience providing restructuring,
crisis and turnaround management, and merger and acquisition
services, with a major focus on crisis management and the
restructuring of under-performing companies.  CDG intends to
provide Eric W. Ek, one of its managing directors, to work as the
Debtors' chief restructuring officer.

The professional services that CDG will render to the Debtors
include, without limitation, the following:

   a. Make Eric W. Ek available to serve as the Debtors' CEO and
      CRO, reporting directly to the Companies' Board of Directors
      with such responsibilities and authority as is commensurate
      with said positions;

   b. Evaluate the Debtors' overall financial and operational
      conditions;

   c. Assess current liquidity and cash flow needs;

   d. Develop an orderly plan to maximize recoveries to creditors,

      including evaluating restructuring and sales alternatives;

   e. Assist the Companies in connection with any Chapter 11
      filing preparation, reporting, negotiations, and other tasks

      related to the filing and ongoing duties of a debtor-in-
      possession;

   f. To the extent needed and agreed upon by the Board of
      Directors, provide other temporary employees to assist the
      restructuring efforts; and,

   g. Perform other services and analyses related to
      improving the Debtors' operations.

Pursuant to the Engagement Letter, the Debtors agreed to provide
CDG a retainer in the amount of $100,000.  The retainer will be
credited against any amounts due at the termination of this
engagement and, to the extent of any excess, returned to the
Debtors or their estates thereafter.

Subject to the Bankruptcy Court's approval, and as consideration
for the services to be provided by CDG, the Debtors propose to
compensate CDG through a monthly work fee of $175,000, until the
earlier of the completion of the restructuring or the termination
of CDG's engagement.

It is CDG's policy to charge its clients in all areas of practice
for all other out-of-pocket expenses incurred in connection with
the clients' cases.  The expenses charged to clients include, among
other things, telephone and telecopier toll and express-mail and
mass-mail postage charges, special or hand-delivery charges,
photocopying charges, travel expenses, transcription costs, and
other non-ordinary overhead expenses.

In the 90 days prior to the Petition Date, CDG received retainers
and payments totaling $681,683 in the aggregate for services
performed for the Debtors and reimbursable expenses incurred in
connection with the performance of those services.  CDG has applied
these funds to amounts due for services rendered and expenses
incurred prior to the Petition Date.  Of these amounts, $187,500
remained as a credit balance as of the Petition Date in favor of
the Debtors for future professional services to be performed and
expenses to be incurred.

As part of the overall compensation payable to CDG under the terms
of the Engagement Letter, the Debtors have agreed to the
indemnification provisions described in the Engagement Letter.  The
Indemnification Provisions provide, among other things, that the
Debtors will indemnify and hold harmless CDG and its affiliates,
consultants, and independent contractors and each of their
respective members, officers, directors, employees, agents,
controlling parties, and representatives with respect to certain
losses.  The Debtors are not liable under the Indemnification
Provisions to the extent that any loss is found in a final
judgment, by a court of competent jurisdiction, on the merits, to
have primarily resulted from such indemnified party's bad faith,
self-dealing, gross negligence, or willful misconduct. Any
indemnity provided to CDG or Mr. Ek shall not exceed that offered
to the Debtors' other directors and officers pursuant to each
entity's operating agreement.

CDG represents it does not hold or represent any interest adverse
to the bankruptcy estates and is "disinterested persons" as that
term is defined within Section 101(14) of the Bankruptcy Code.

                     About BFN Operations

BFN Operations LLC and four of its subsidiaries each filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Tex. Lead Case No. 16-32435) on June 17, 2016, estimating
assets and liabilities in the range of $100 million to $500
million.

Operating under the name Zelenka Farms, the Debtors are wholesale
growers and distributors of container-grown shrubs, trees,
perennials, roses, and groundcovers.  Zelenka was founded in 1993
under the name The Berry Family of Nurseries.  Zelenka employs
approximately 1,600 people to operate its six facilities totaling
3,577 acres across the key growing regions in the United States.
Zelenka owns farms in Oregon and the Vaughn Lane farm in Tennessee,
and leases farms in Oklahoma, Michigan, North Carolina, and the
Short Mountain farm in Tennessee.  With approximately $130 million
in annual sales, Zelenka claims to represent approximately six
percent of the $2.2 billion wholesale nursery products industry and
is one of only five competitors exceeding $100 million in sales.

The Debtors have engaged Gardere Wynne Sewell LLP as counsel, CDG
Group, LLC as chief restructuring officer provider, Imperial
Capital, LLC as investment banker and Upshot Services LLC as
noticing, claims and balloting agent.

Judge Barbara J. Houser is assigned to the cases.


BFN OPERATIONS: Wants 30-Day Extension to File Schedules
--------------------------------------------------------
BFN Operations LLC, et al., request that the Bankruptcy Court
establish July 25, 2016, as deadline by which they must file their
Schedules and Statements.  The Debtors estimate that the extension
of 30 additional days will provide sufficient time to prepare and
file their (i) schedule of assets and liabilities; (ii) statement
of financial affairs; (iii) schedule of current income and
expenditures; (iv) statement of executory contracts and unexpired
leases; and (v) list of equity security holders.

Holland N. O'Neil, Esq., at Gardere Wynne Sewell LLP, one of the
Debtors' attorneys, said given the complexity of the Debtors'
financial affairs, the large number of potential creditors and
parties-in-interest, and the intricacy of these Chapter 11 Cases,
it will take substantial time for the Debtors to analyze and
compile the information needed to complete their Schedules and
Statements.

He added that the analysis and compilation of the information for
the Schedules and Statements will take more time because: (i) there
are other urgent demands upon the Debtors as a result of
the filing of these Chapter 11 Cases that will consume the time of
key personnel; (ii) the Debtors have roughly 100 creditors, and
parties-in-interest; (iii) the Debtors' operations involve numerous
contracts, leases, and other agreements; (iv) the Debtors'
operations are spread over six facilities, (v) many of the Debtors'
liabilities may constitute contingent, unliquidated claims relating
to obligations that are difficult to quantify; and (vi) the Debtors
and their professionals need time to evaluate the information
comprising the Schedules and Statements.

                      About BFN Operations

BFN Operations LLC and four of its subsidiaries each filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Tex. Lead Case No. 16-32435) on June 17, 2016, estimating
assets and liabilities in the range of $100 million to $500
million.

Operating under the name Zelenka Farms, the Debtors are wholesale
growers and distributors of container-grown shrubs, trees,
perennials, roses, and groundcovers.  Zelenka was founded in 1993
under the name The Berry Family of Nurseries.  Zelenka employs
approximately 1,600 people to operate its six facilities totaling
3,577 acres across the key growing regions in the United States.
Zelenka owns farms in Oregon and the Vaughn Lane farm in Tennessee,
and leases farms in Oklahoma, Michigan, North Carolina, and the
Short Mountain farm in Tennessee.  With approximately $130 million
in annual sales, Zelenka claims to represent approximately six
percent of the $2.2 billion wholesale nursery products industry and
is one of only five competitors exceeding $100 million in sales.

The Debtors have engaged Gardere Wynne Sewell LLP as counsel, CDG
Group, LLC as chief restructuring officer provider, Imperial
Capital, LLC as investment banker and Upshot Services LLC as
noticing, claims and balloting agent.

Judge Barbara J. Houser is assigned to the cases.


BIRMINGHAM COAL: Selling 4 Ford Trucks for $48K
-----------------------------------------------
Birmingham Coal & Coke Co., Cahaba Contracting & Reclamation, and
RAC Mining, LLC, by counsel, ask the U.S. Bankruptcy Court for the
Northern District of Alabama, Southern Division, to enter an order
authorizing the sale of four Ford trucks, via private sale, to
Robert and Thomas Lewis for the combined total of $48,000.

The Ford trucks have been used in the Debtors' coal mines and are
currently located at Pace Landfill, 291 County Road 356, Lynn, AL.

The Ford trucks secure the Debtors' indebtedness to Ford Motor
Credit Co. and are more specifically described as:

      Year      Model     Color   Vehicle Identification Number
      ----      -----     -----   -----------------------------
      2011   Ford F-150   White      1FTFX1EF6BFA37692
      2012   Ford F-550   White      1FDUF5GT3CEB87279
      2013   Ford F-150   White      1FTFX1EFXDFD36895
      2013   Ford F-150   Grey       1FTFX1EF5DFD21995

The sale of the Ford trucks has been negotiated in good faith.  The
Debtors believe the offer is a reasonable offer and is likely to
exceed values that could be obtained at an auction, without any
fees or commissions.  The prompt sale of the Ford trucks will
benefit the Debtors' estates and creditors by monetizing an
inherently deprecating type of asset.

The Debtors, with the help of Ford Motor Credit Co., will prepare
and/or execute appropriate bills of sale.  The sale proceeds will
be placed with the Debtors' Counsel, Jones Walker, LLP, and held in
trust for disbursement according to subsequent order of this
Court.

To preserve the value of the Ford trucks and limit the costs of
administering and preserving such assets, it is critical that the
Debtors close the sale as soon as possible.  Accordingly, the
Debtors request the Court to waive the 14-day stay periods under
Bankruptcy Rules 6004(g) and 6006(d) or in the alternative, if an
objection to the sale is filed, reduce the stay period to the
minimum time needed by the objecting party to file its appeal to
allow the sale to close.

The Debtors are represented by:

          C. Ellis Brazeal III
          JONES WALKER LLP
          1819 5th Avenue North, Suite 1100
          Birmingham, AL 35203
          Telephone: (205) 244-5237
          Facsimile: (204) 244-5400
          E-mail: ebrazeal@joneswalker.com

                - and –

          Mark A. Mintz
          Laura F. Ashley
          JONES WALKER LLP
          201 St. Charles Ave., Suite 5100
          New Orleans, LA 70170
          Telephone: (504) 582-8000
          Facsimile: (504) 582-8011
          E-mail: mmintz@joneswalker.com  
                  lashley@joneswalker.com

                   About Birmingham Coal & Coke

Birmingham Coal & Coke Company, Inc., produces and markets coal to
industrial, utility and export markets. It owns and operates three
coal mines with an average annual coal production of approximately
480,000 tons. The company also offers coal brokerage services.
Birmingham Coal was founded in 2000 and is based in Birmingham, AL.
As of May 9, 2011, Birmingham Coal operates as a subsidiary of
CanAm Coal Corp.

On May 27, 2015, Birmingham Coal and affiliates Cahaba Contracting
& Reclamation LLC, and RAC Mining LLC each filed a voluntary
petition for Chapter 11 reorganization (Bankr. N.D. Ala. Lead Case
No. 15-02075) in Birmingham, Alabama.

The Debtors tapped Jones Walker LLP as counsel.

Birmingham Coal and Cahaba Contracting each estimated $10 million
to $50 million in assets and debt. RAC Mining estimated $1 million
to $10 million in assets and debt.


BLACK ELK ENERGY: Taps Ryan LLC as Tax Research Consultant
----------------------------------------------------------
Black Elk Energy Offshore Operations, LLC seeks approval from the
U.S. Bankruptcy Court for the Southern District of Texas to hire
Ryan LLC as its tax research consultant.

The Debtor tapped the firm to conduct a review focusing on the
recovery of royalties paid on oil and gas produced from federal,
Louisiana and Texas territorial waters.

The Debtor will pay the firm according to this compensation
structure:

     (a) Non-Adjudicated Claims:  In the event Ryan obtains any
         royalty refunds, the Debtor will pay the firm 40% of
         those refunds including the payment of credit interest
         that it receives from the U.S. Office of Natural
         Resources Revenue.  Ryan's fees will be based upon the
         net amount attributable to the firm, after reducing the
         credit recovery by any existing liabilities of the Debtor
        
         that may be applied or offset against such amounts.

     (b) Adjudicated Claims:  In the event of any litigation or
         other adjudication of any claims or issues, Ryan will
         have the right to engage legal counsel.  All invoices are

         due and payable in full within 30 days.  The Debtor will
         pay interest of one and one-half percent (1 1/2%) per
         month on any past due fees.  The Debtor will also pay all

         costs of collection.

In a court filing, Stephen Allen, a principal at Ryan, disclosed
that the firm does not hold or represent any interest adverse to
the Debtor's estate.

Ryan LLC can be reached through:

     Stephen Allen
     Ryan LLC
     Williams Tower
     2800 Post Oak Boulevard, Suite 4200
     Houston, TX 77056
     Tel: 713-629-0090
     Fax: 713-629-0227

                         About Black Elk

Black Elk Energy Offshore Operations, LLC, is a Houston, Texas
based privately held limited liability company engaged in the
acquisition, exploitation, development and production of oil and
natural gas properties primarily in the shallow waters of the Gulf
of Mexico near the coast of Louisiana and Texas.

Black Elk had total assets of $339.7 million and total debt of
$432.3 million as of Sept. 30, 2014.

Judge Letitia Z. Paul of the U.S. Bankruptcy Court in the Southern
District of Texas placed Black Elk under Chapter 11 bankruptcy
protection on Sept. 1, 2015, converting an involuntary Chapter 7
bankruptcy petition by its creditors.  Thereafter, the Company
filed with the Court a voluntary Chapter 11 petition (Bankr. S.D.
Tex. Case No. 15-34287) on Sept. 10, 2015.  

Judge Paul later recused herself from the case and the matter was
given to Judge Marvin Isgur, according to information posted on
the case docket on Sept. 14.

The Debtor is represented by Elizabeth E. Green of Baker &
Hostetler.  Blackhill Partners' Jeff Jones is the Debtor's Chief
Restructuring Officer.


BMR HOLDINGS: Taps M.O. Moore as Financial Advisor
--------------------------------------------------
BMR Holdings, LLC seeks approval from the U.S. Bankruptcy Court for
the Middle District of Florida to hire M.O. Moore LLC as its
financial advisor.

M.O. Moore will assist the Debtor in developing a restructuring
strategy which may include an infusion of capital; assist in
negotiations with potential lenders and compliance with the
existing lender's requirements; and assist in the preparation of
documents required by the court.

The Debtor will pay the firm at a rate of $100 per hour.

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

M.O. Moore can be reached through:

     Michael Moore
     M.O. Moore LLC
     988 Blvd. of the Arts #312
     Sarasota, FL 34326
     Mobile: 402-708-7824
     Email: mmoore28173@aol.com

                      About BMR Holdings

BMR Holdings, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-02944) on April 6,
2016.  The petition was signed by Michael Levich, manager.

The Debtor is represented by Stephen R. Leslie, Esq., at Stichter,
Riedel, Blain & Postler, P.A.

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


BONNIE & CLYDE'S: Mero North Buying Personalty for $218K
--------------------------------------------------------
Bonnie & Clyde's Wexford, Inc., asks the U.S. Bankruptcy Court for
the Western District of Pennsylvania to enter an order approving
the sale of s liquor license and equipment to Mero North, Inc., for
$217,760.

The Debtor owns assets used in the operation of its business, which
include all tangible personal property, machinery, equipment,
tools, supplies, furniture and fixtures, including, without
limitation intended, those assets identified on Schedule 1 to the
Asset Purchase Agreement.  Amongst the assets being sold and
included on Schedule 1 is Pennsylvania liquor license no. R-12782
("Liquor License").

The purchase price, of which $75,000 is attributable to the Liquor
License and $142,760 of which is attributable to the equipment.
Earnest money in the amount of $10,000 is being held by Louis F.
Caputo.  The balance of the purchase price will be remitted via
wire transfer at closing.

The respondents which may hold liens, claims and encumbrances
against the Real and Personal Property are as follows:

    a. Brad Dressen,
    b. Blackhawk Pine Retail LLC,
    c. Commonwealth of Pennsylvania
       Department of Labor & Industry,
    d. Pennsylvania Department of Revenue, and
    e. The Internal Revenue Service.

The Debtor believes that the proposed sale is fair and reasonable
and acceptance and approval of  the same is in the best interest of
this Estate.

Bonnie & Clyde's Wexford, Inc., is represented by:

          Robert O Lampl
          John P. Lacher
          David L. Fuchs
          Ryan J. Cooney
          960 Penn Avenue, Suite 1200
          Pittsburgh, PA  15222
          Telephone: (412) 392-0330
          Facsimile: (412) 392-0335
          E-mail: rlampl@lampllaw.com

                  About Bonnie & Clyde's Wexford

Bonnie & Clyde's Wexford, Inc. sought Chapter 11 protection (Bankr.
W.D. Pa. Case No. Case No. 16-21380) on Apr. 11, 2016 in
Pittsburgh.  The Hon. Judge Gregory L. Taddonio is assigned to the
case.  Robert O Lampl, Esq. serves as the Debtor's counsel.  The
Debtor estimated assets in the range of $100,000 to $500,000 and $1
million to $10 million in debt.  The petition was signed by Mark E.
Baranowski, shareholder.


CALVIN L. RAUP: Disclosures Approved; Plan Hearing on Aug. 4
------------------------------------------------------------
Arizona Bankruptcy Judge George B. Nielsen approved the amended
disclosure statement filed by Debtors, Calvin L. Raup and Angela J.
Raup.  The judge authorized the Debtors to circulate the plan
documents to parties-in-interest in the case.  The amended
disclosure statement, he said, will be accompanied by Wells Fargo
Bank, N.A.'s Objection to Amended Disclosure Statement, and the
Debtors' March and April monthly operating reports.

The hearing to consider the confirmation of the plan shall be held
at the United States Bankruptcy Court, 230 North First Ave., 6th
Floor, Courtroom 602, Phoenix, Arizona, on August 4, 2016 at 9:30
a.m.

The last day for filing with the Court written acceptances or
rejections of the plan is five business days prior to the hearing
date set for the confirmation of the plan.

Copies of the ballots shall be mailed to the proponent of the plan
in care of:

          Mark J. Giunta, Esq.
          Law Office of Mark J. Giunta
          245 West Roosevelt, Suite A
          Phoenix, AZ 85003

The last day for filing and serving, pursuant to Bankruptcy Rule
3020(b)(1), written objections to confirmation of the plan is fixed
at five business days prior to the hearing date set for
confirmation of the plan.

The written report by the plan proponent, as required by Local Rule
3018, is to be filed three business days prior to the hearing date
set for confirmation of the plan.

If the debtor is an individual, the above hearing date is the last
date to file a complaint objecting to the discharge of the debtor
pursuant to 11 U.S.C. Sec. 1141 and Sec. 727.

If an objection to confirmation is filed, the Court may utilize the
initial hearing to determine the appropriate discovery procedures,
the scheduling of a Rule 16 Conference, etc., under the Federal
Rule of Civil Procedure, as amended.

If no objection to confirmation is filed, the Court may still
request that evidence be presented or that counsel present an offer
of proof in support of confirmation of the plan of reorganization.


Calvin L. Raup and Angela J. Raup filed a Chapter 11 petition
(Bankr. D. Ariz. Case No. 15-10994) on August 27, 2015.


CANDICE RADIX: Hearing on Brooklyn Property Sale on June 22
-----------------------------------------------------------
Judge Carla E. Craig, on shortened notice, will convene a hearing
on June 22, 2016 at 2:30 p.m., to consider the motion of Candice
Radix, also known as Candice Clare, to sell real property located
at 793 Utica Avenue, Brooklyn, New York to GSE Realty, LLC as set
forth in the Sale Contract dated June 3, 2016, and set bid
procedures.

Candice Radix, also known as Candice Clare, filed a Chapter 11
petition (Bankr. E.D.N.Y. Case No. 15-45460) on Dec. 2, 2015.
Candice Radix is represented by Law Offices of Morris Fateha, P.C.


CAPITAL INVESTMENTS: Sells Virginia and Maryland Real Properties
----------------------------------------------------------------
Capital Investments, LLC, asks the U.S. Bankruptcy Court for the
Eastern District of Virginia, Alexandria Division, to enter an
order approving the sale of residential real properties in Virginia
and Maryland to its respective buyers and offered prices.

As of the Petition Date, Debtor owned these parcels of improved
residential real property:

   a. 14153 Walton Drive, Manassas, Prince Williams County, VA
20112 (the "Walton Drive Property");

   b. 700 Mentor Avenue, Capitol Heights, Prince George's County,
MD 20743 (the "Mentor Avenue Property");

   c. 6908 G Street, Capitol Heights, Prince George's County, MD
20743 (the "G Street Property");

   d. 9004 48th Place, College Park, Prince George's County, MD
20740 (the "48th Place Property");

   e. 15003 Alaska Road, Woodbridge, Prince William County, VA
22191 (the "Alaska Road Property");

   f. 1700 12th Street South, Arlington, Arlington County, VA 22204
(the "12th Street Property");

   g. 3563 Old Lee Highway, Fairfax, Fairfax County, VA 22030 ("Old
Lee Hwy. Property").

The Debtor seeks the Court's approval and authority to:

   a. sell the Walton Drive Property to John J. West and Wilmer L.
Fields Jr. under the terms and conditions of a Simple Real Estate
Contract dated May 31, 2016 providing for the sale of the Walton
Drive Property for a purchase price of $230,000.

   b. sell the Mentor Avenue, G Street, and 48th Place Properties
to Rehab Wonk, LLC under the terms and conditions of the following
contracts: (i) Purchase Agreement dated May 31, 2016 providing for
the sale of the Mentor Avenue Property for a price of $80,000; (ii)
Purchase Agreement dated May 31, 2016 providing for the sale of the
G Street Property for a price of $75,000; and (iii) Purchase
Agreement dated May 31, 2016 providing for the sale of the 48th
Place Property for a purchase price of $155,000.

   c. sell the Alaska Road Property to Preferred Resource, LLC
under the terms and conditions of a Residential Sales Contract
dated Jun. 1, 2016 providing for the sale of the Alaska Road
Property for a purchase price of $160,000.

   d. sell the 12th Street Property to Helmand Investment, LLC
under the terms and conditions of a Residential Sales Contract
dated May 27, 2016 providing for the sale of the 12th Street
Property for a purchase price of $285,000.

   e. sell the Old Lee Hwy. Property to Geoff Rowe Real Estate, LLC
under the terms and conditions of a Residential Sales Contract
dated Jun. 3, 2016 providing for the sale of the Old Lee Hwy.
Property for a purchase price of $400,000.

Each of the properties described is encumbered by a properly
perfected first position deed of trust lien to secure a loan from
John Marshall Bank ("JMB") to the Debtor, and a properly perfected
second position deed of trust lien to secure a loan from G.W.
Investments, Inc. ("GWI") to the Debtor.

With respect to each of the Properties, JMB and GWI have agreed
that they will release their liens at closing on the sale of each
Property in exchange for GWI receiving a sum equal to 1.5% of the
purchase price for each of the Mentor Avenue Property, G Street
Property, 48th Place Property, and Alaska Road Property and 2% of
the purchase price for all other properties sold ("GWI Payoff") and
JMB receiving the net proceeds of sale (after payment of all seller
closing costs and unpaid real estate taxes), less payment at
closing (a) of the GWI Payoff, and (b) to the Debtor of (i) a
carve-out of $1,500 per Property, (ii) all legal fees incurred by
the Debtor in connection with efforts to obtain court approval of
any sale, and (iii) any fees for management services provided by
Analytic Financial Group, LLC in connection with each Property, all
of which sums in part (b) would be paid to the Debtor's bankruptcy
estate and held pending further order of the Court.

The purchase prices were negotiated at arm's length by JMB
following several months of marketing and represents the highest
and best value for each of the Properties.  Accordingly, Debtor
believes there is a sound business justification for approving the
sale of the properties under the terms and conditions of each
contract.

The Debtor says that a sale of the Properties will produce a small
return for the bankruptcy estate while paying off a substantial sum
of the encumbering liens and reducing potential deficiency claims
against the bankruptcy.

The Debtor seeks a waiver of the 14-day stay pursuant to Bankruptcy
Rule 6004(h) to permit closing as soon as possible following the
entry of an order approving these sales.

Capital Investments is represented by:

         Robert M. Marino, Esq.
         Redmon, Peyton & Braswell, LLPs
         510 King Street, Suite 301
         Alexandria, Virginia 22314-3143
         Telephone: (703) 684-2000
         Facsimile: (703) 684-5109
         E-mail: rmmarino@rpb-law.com

                    About Capital Investments

Capital Investments, LLC, sought Chapter 11 protection (Bankr. E.
D. Va. Case No. 15-13600) on Oct. 15, 2015, in Alexandria.  The Hon
Judge Robert G. Mayer is assigned to the case.

John P. Forest, II, Esq. at Stahlselloe, P.C., serves as the
Debtor's counsel.

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

The petition was signed by Abbas Ghassemi, manager.


CONN'S INC: Faces Customer Credit Issues, Energy Exposure
---------------------------------------------------------
John E. Morris, writing for Bloomberg Brief, reported that Conn's
Inc. faces a delicate balancing act as it tries to raise credit
standards for customer financing to ensure its own access to credit
markets without crimping revenue and growth.

According to the report, citing the Bloomberg's DRSK function, the
company's one-year default probability has more than tripled this
year from 2.25 percent to 8.55 percent.  Conn's 7.25 percent 2022
bonds trade to yield 12.5 percent as the appliance, furniture and
electronics retailer confronts declining same-store sales and
rising payment delinquencies, the report said.  The yield compares
to 7.7 percent for the BofA Merrill Lynch Single-B U.S. High-Yield
Index, the report added.

More than half the chain's 108 stores are in Texas, Oklahoma and
Louisiana, making it vulnerable to the energy industry's problems,
Bloomberg Intelligence analyst Noel Hebert said.

Conn's has now cut the number of new stores it plans to open and is
focused on reducing delinquencies, as it explained in a recent
investor presentation, the report related.

Only about 30 percent of Conn's sales base is in energy-affected
markets and most of the energy layoffs are of people more highly
paid than Conn's customers, Mike Poppe, the company's president and
COO for credit and collection, said in a phone with Bloomberg.
Expansion in 2013-14 meant more new customers, who default more
often, Bloomberg further cited Mr. Pope as saying.  Slower growth
since has reduced problems and 2015 originations are performing
better, he said, the report added.


CUZCO DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Cuzco Development U.S.A., LLC
        825 Keeaumoku Street, Suite 207
        Honolulu, HI 96814

Case No.: 16-00636

Chapter 11 Petition Date: June 20, 2016

Court: United States Bankruptcy Court
       District of Hawaii (Honolulu)

Judge: Hon. Robert J. Faris

Debtor's Counsel: Chuck C. Choi, Esq.
                  WAGNER CHOI & VERBRUGGE
                  745 Fort Street, Suite 1900
                  Honolulu, HI 96813
                  Tel: 808.533.1877
                  Fax: 808.566.6900
                  E-mail: cchoi@hibklaw.com

                    - and -

                  Allison A. Ito, Esq.
                  WAGNER CHOI & VERBRUGGE
                  745 Fort St., Ste. 1900  
                  Honolulu, HI 96813
                  Tel: 808 533-1877
                  Fax: 808 566-6900
                  E-mail: aito@hibklaw.com

                     - and -

                  Neil J. Verbrugge, Esq.
                  WAGNER CHOI & VERBGRUGGE
                  745 Fort Street, Suite 1900
                  Honolulu, HI 96813
                  Tel: 808.533.1877
                  Fax: 808.566.6900
                  E-mail: nverbrugge@hibklaw.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Kay Nakano, responsible individual.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Kang, Ae Sook, dba                                       $668,000
Migun Intl Corp.
& Migun Mini Mart,
c/o Gary Dubin
55 Merchant St., #3100
Honolulu, HI 96813

Lee, Dong Woo                      Promissory Notes      $400,000
825 Keeaumoku Street, #207
Honolulu, HI 96814

YHT Venture LLC                    Security Deposit       $45,000

Tomioka, Keum Ja Oh                Security Deposit       $36,000

Choi's Yakiniku                    Security Deposit       $34,000

Board of Water Supply                    Water            $25,573

Yang, J.H.                         Security Deposit       $24,000

Gari Investment Inc.               Security Deposit       $19,479

Kiuchi, Keith                        Legal Services       $10,480

Larisa, Ltd.                       Security Deposit       $10,309

Honolulu Disposal Service            Trash Removal        $10,070

Lim Garden, Inc.                   Security Deposit       $10,052

Enigma LLC                         Security Deposit       $10,052

Red Orchid                         Security Deposit        $9,378

NJH Investments, Inc.              Security Deposit        $8,452

Dr. Chai's Health Center, Inc.     Security Deposit        $8,370

Kim, Nicholas and Pyoung O.        Security Deposit        $8,104

KDN Enterprise Inc.              Security Deposit          $8,010

Bezalel Construction             Security Deposit          $7,970

New World Group Inc.             Security Deposit          $7,285


DBDFW3 LLC: Plan Outline Approved, Confirmation Hearing on Aug. 2
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, on June 10, 2016, approved the amended disclosure
statement explaining DBDFW3, LLC's Amended Plan of Reorganization.

July 26, 2016, is fixed as the last day for filing and serving
pursuant to Rule 3020(b)(1) written acceptances or rejections of
the Plan in the form of a ballot.

August 2, 2016 at 9:30 a.m. is fixed for the hearing on
Confirmation of the Plan.

July 26, 2016 is fixed as the last day for filing and serving
pursuant to Fed. R. Bankr. P. 3020(b)(1) written objections to
confirmation of the Plan.

Prior to the Disclosure Statement hearing, the Debtor amended the
Disclosure Statement to, among other things, incorporate a
liquidation analysis.  A full-text copy of the Amended Disclosure
Statement dated June 8, 2016, is available at
http://bankrupt.com/misc/txnb15-42327-104.pdf

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

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

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

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

DBDFW3, LLC (Bankr. N.D. Tex., Case No. 15-42327) filed a Chapter
11 Petition on June 9, 2015.  The Debtor owns 13 rental homes in
the metroplex area.  The Debtor is represented by Eric A. Liepins,
Esq.


DELPHI AUTOMOTIVE: Firing on All Cylinders
------------------------------------------
Sandra Ward, writing for Daily Bankruptcy Review, reported that
strong fundamentals and supportive industry trends could drive
shares of the auto-parts giant Delphi Automotive more than 60%
higher, toward $110, in 12 months, by some reckonings.

According to the report, investor concerns about peaking vehicle
sales in the U.S. and China have created an attractive opportunity
to buy Delphi stock at multiples well below the company's expected
earnings growth rate.

The fears about slackening sales are overblown, says Quoc Tran, a
portfolio manager at Greenbrae, Calif.-based Lateef Investment
Management, which bought the shares in November and December in the
high $80s, well above their recent $66.24 price, the report
related.  He notes that Delphi's top line typically outpaces global
auto-production increases by five percentage points, the report
further related.  Auto production is expected to rise 4% to 5%
annually over the next five years, the report added.

                         About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 05-44481) on Oct. 8, 2005.  John Wm. Butler Jr., Esq.,
John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed $9.16 billion in
assets and $23.7 billion in debt.

The Court confirmed Delphi's plan on Jan. 25, 2008.  The Plan was
not consummated after a group led by Appaloosa Management, L.P.,
backed out from their proposal to provide $2.55 billion in equity
financing to Delphi.  At the end of July 2009, Delphi obtained
confirmation of a revised plan, build upon a sale of the assets to
a entity formed by some of the lenders who provided $4 billion of
debtor-in-possession financing, and General Motors Company.

On Oct. 6, 2009, Delphi's Chapter 11 plan of reorganization became
effective.  A Master Disposition Agreement executed among Delphi
Corporation, Motors Liquidation Company, General Motors Company, GM
Components Holdings LLC, and DIP Holdco 3, LLC, divides Delphi's
business among three separate parties -- DPH Holdings LLC, GM
Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings is
responsible for the post-Effective Date administration and eventual
closing of the Chapter 11 cases as well as the disposition of
certain retained assets and payment of certain retained liabilities
as provided under the Modified Plan.

Delphi Automotive PLC is UK-based company formed in May 2011 as a
holding company for US-based automotive parts manufacturer Delphi
Automotive LLP.  Delphi Automotive LLP is the successor to the
former Delphi Corporation.  At the time of its formation, Delphi
Automotive PLC filed an initial public offering seeking to raise at
least $100 million.


DEX MEDIA: Authorized to Assume Restructuring Support Agreement
---------------------------------------------------------------
Honorable Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware authorized Dex Media, Inc., and its affiliated debtors
to assume and take all necessary actions to implement the terms of
the Restructuring Support Agreement.

The Troubled Company Reporter has reported on June 3, 2016, that
the Debtors asked the Court's authority to assume the RSA inked
with key parties.  The Debtors stated, "Put simply, the
transactions described in the Restructuring Support Agreement will
result in the deleveraging of approximately $1.8 billion of funded
debt claims against the Debtors.   The Restructuring Support
Agreement also provides for a quick and cost-effective chapter 11
process with a clear path towards exit and acts as a global
settlement among the Debtors' key creditor constituents of certain
issues that could, if not settled, lead to protracted and
value-destructive litigation in these chapter 11 cases... In broad
strokes, the Restructuring Support Agreement contemplates
consummation of an Approved Plan that provides for the conversion
of the Debtors' prepetition term loan obligations into newly-issued
common equity... as well as new debt and cash. Holders of Claims
outstanding under the Debtors' Subordinated Notes will receive, as
more fully described in the Approved Plan, a pro rata share of cash
as well as warrants for approximately 10 percent of the New Common
Stock."

               About Dex Media

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

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

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

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

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

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

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

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


DEX MEDIA: Court Sets July 7 as General Bar Date
------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has entered
an order establishing, among other things, following deadlines in
relation to filing of claims against Dex Media Inc. and its
affiliated Debtors:

   * July 7, 2016: General Bar Date. Applies to all types of claims
against the Debtors that arose before the Petition Date, with the
exception of governmental units and entities.

   * November 14, 2016: Governmental Bar Date. Applies to all
governmental units holding claims that arose prior to Petition
Date.

   * Rejection Damages Bar Date. All entities asserting claims
arising from the rejection of executory contracts and unexpired
leases of the Debtors shall file a proof of claim on account of
such rejection by the later of the (a) General Bar Date, and on the
date that is 30 days following entry of an order approving the
rejection of any executory contract or unexpired lease of the
Debtors.

             About Dex Media

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

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

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

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

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

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

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

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


DONALD GAUBE: Selling LLC Membership Interest for $4,264
--------------------------------------------------------
Donald F. Gaube asks the US Bankruptcy Court for the Northern
District of California for the entry of an order authorizing the
sale of his 19.63% Membership Interest in Caffe Classico Foods, LLC
for $4,264.05.

Among the assets of the Estate is 121.83 Membership Units in Caffe
Classico Foods, LLC, a financially troubled limited liability
company engaged in the production and sale of ice cream and other
dessert products.

Section 8.3 of the Operating Agreement for the LLC provides that
the bankruptcy of a Member triggers an option on the part of the
LLC and/or its Members to purchase the Member's interest based on a
formulaic appraisal calculation.  Following notification of this
Chapter 11 Case, the LLC has exercised its option to purchase the
Debtor's LLC Membership Interest at a price of $4,264, and the
Debtor has agreed to sell this interest pursuant to a "Unit
Purchase Agreement", dated June 3, 2016.

The Debtor believes it is critical to sell this interest during the
2016 tax year.  The Debtor previously agreed to the liquidation of
certain unrelated limited partnership interests in Realty
Opportunities Investment Partnership, L.P., which may result in a
seven figure administrative tax liability if left unameliorated.
The Debtor has consulted with competent tax advisors and believes
that the proposed sale of his Membership Interest in Caffe Classico
Foods will realize offsetting losses which will eliminate or
substantially reduce any such administrative tax liability to the
estate.

The Debtor explains that due to the facts that the assets of Caffe
Classico Foods are heavily leveraged, the business has consistently
sustained financial losses, and the Debtor's minority interest
cannot exercise any control over the entity and is therefore
extremely liquid, the Debtor believes that the proposed purchase
price represents fair market value for this asset.

Mr. Gaube is represented by:

          John H. MacConaghy
          Jean Barnier
          MACCONAGHY & BARNIER, PLC
          645 First Street West, Suite D
          Sonoma, CA 95476
          Telephone: (707) 935-3205
          E-mail: macclaw@macbarlaw.com

                      About Donald F. Gaube

Donald F. Gaube sought Chapter 11 protection (Bankr. N.D. Cal. Case
No. 15-43783) on Dec. 13, 2015.  MacConaghy & Barnier, PLC, serves
as the Debtor's counsel.


ELIZABETH ARDEN: Moody's Puts Caa1 CFR on Review for Upgrade
------------------------------------------------------------
Moody's Investors Service placed the ratings of Elizabeth Arden,
Inc., including its Caa1 Corporate Family Rating on review for
upgrade.  This follows the announcement that Revlon Consumer
Products Corporation (Ba3 CFR) will acquire all of the outstanding
shares of Elizabeth Arden for $14.00 per share in cash.  This
represents an enterprise value for Elizabeth Arden of approximately
$870 million, including the repayment of RDEN's debt and preferred
stock.

These ratings were placed on review for upgrade:

Elizabeth Arden, Inc.

  Corporate Family Rating at Caa1;
  Probability of Default Rating at Caa1-PD;
  Senior Unsecured Regular Bond / Debenture at Caa2 (LGD 5)

This rating was affirmed:

  Speculative Grade Liquidity Rating at SGL-3

                        RATINGS RATIONALE

In its rating ratings review, Moody's will consider the benefit to
RDEN of ownership by Revlon as well as the structural position and
guarantees of RDEN's debt should any remain outstanding after the
transaction closes.  The companies announced that they expect that
all of Arden's debt and preferred stock will be repaid, which would
result in a withdrawal of Arden's ratings.

RDEN's current Caa1 Corporate Family Rating (CFR) reflects the
company's very high financial leverage, negative free cash flow,
modest geographic diversification and high reliance on
discretionary spending since RDEN's largest category is fragrance.
The company suffered a severe erosion in earnings and cash flow due
to a combination of competitive pressures, a scaled back innovation
pipeline, and, to a lesser extent, currency volatility. The company
has been working to restore growth and improve its operating
performance in order to strengthen its credit profile from current
weak levels.  The rating is supported by the company's relatively
large scale and portfolio of well-known classic and designer
branded fragrances and skin care products.

Elizabeth Arden, Inc, headquartered in Miami, FL, is a global
beauty products company with a broad portfolio of branded prestige
fragrances, skin care, and cosmetics.  Products are sold in roughly
120 countries.  Revenue for the LTM period ended March 31, 2016,
was approximately $950 million.

The principal methodology used in these ratings was that for the
Global Packaged Goods published in June 2013.


EMR ELECTRIC: Hires Ransleben Senterfitt as Accountant
------------------------------------------------------
EMR Electric Motor Rewind, L.P., and EMR Holdings, L.L.P., ask for
permission from the Hon. Marvin Isgur of the U.S. Bankruptcy Court
for the Southern District of Texas to employ Ransleben, Senterfitt,
Sedwick & Co., P.C., as accountant, effective as of May 16, 2016.

The Firm will provide these services, among other things:

     (a) accounting and tax services,

     (b) preparation of all state and federal tax returns,

     (c) consulting with the Debtors' representatives and the
         Debtors' counsel regarding issues relating to the sale of

         any assets in this proceeding, and

     (d) the representation of and counsel to the Debtors in all
         accounting issues relating to this bankruptcy case.

The Firm will be paid at these hourly rates:

         A. James Sedwick, Jr.         $240
         David Habib                   $190
         Sue Barley                    $190

A. James Sedwick, Jr., a partner at the Firm, assures the Court
that the Firm has no interest adverse to that of the Debtors or the
bankruptcy estate with respect to the matters for which it is to be
employed, and that the Firm is a disinterested person as that term
is used in Section 327 of the U.S. Bankruptcy Code and has no
connections with the Debtors, creditors or any other
party-in-interest, their respective attorneys and accountants, the
U.S. Trustee, or any person employed in the Office of the U.S.
Trustee, in this Chapter 11 bankruptcy proceeding.

The Firm can be reached at:

         A. James Sedwick, Jr.
         Ransleben, Senterfitt, Sedwick & Co., P.C.
         711 N. Carancahua, Suite 1400
         Corpus Christi, Texas 78401-0565
         Tel: (361) 882-3132
         Fax: (361) 882-3199
         E-mail: jim@rssco.com
         Website: rssco.com

Headquartered in Corpus Christi, Texas, EMR Electric Motor Rewind,
L.P., is a manufacturing and equipment repair company.  EMR
Holdings, L.L.P., owns 99% of EMR Electric Motor Rewind, L.P.

EMR Electric Motor Rewind, L.P. -- fdba Electric Motor Rewind, LP,
EMR Electrical Group, Inc., fdba Electric Motor Rewind, Inc., fdba
EMR Energy Services Management, Inc., fdba EMR Energy Services,
L.P. -- filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Tex. Case No. 16-20184) on May 11, 2016.  At the time of the
filing, EMR Electric Motor estimated both assets and liabilities in
the range of $1 million to $10 million.  EMR Holdings estimated
assets of $0 to $50,000 and debts of $1 million to $10 million.
The Chapter 11 petitions were signed by Raymond Lopez, authorized
representative.  Judge Marvin Isgur presides over the case.
William B Kingman, Esq., at the Law Offices of William B. Kingman,
PC, serves as the Debtors' bankruptcy counsel.


EMR ELECTRIC: Taps Porter Rogers as Special Counsel
---------------------------------------------------
EMR Electric Motor Rewind, L.P., and EMR Holdings, L.L.P., ask for
permission from the Hon. Marvin Isgur of the U.S. Bankruptcy Court
for the Southern District of Texas to employ Porter, Rogers,
Dahlman & Gordon, PC, as special counsel,  effective as of May 16,
2016.

The Firm will assist the Debtors in prosecuting a pending adversary
proceeding and possibly other potential adversary proceedings or
state court litigation which the Debtors may file in order to
collect funds owed.  Because the Firm will be consulting with the
Law Offices of William B. Kingman, P.C., counsel for the Debtors,
the Firm is cognizant of the need to define each counsel's
respective duties in this matter so that duplication of efforts can
be avoided.  The Firm and Mr. Kingman have defined and will
continue to define each counsel's duties so that duplicative work
is not performed.

The Firm will, among other things, provide these services:

     (a) prosecuting claims the adversary proceeding styled EMR
         EZeclric Motor Rewind, LP. and EMR Holdings, LLP. v. New
         Century Financial, Inc. and Jimmy Enriquez and assigned
         adversary proceeding number 16-02006;

     (b) litigation relating to collection of Debtors' accounts
         receivable;

     (c) any other litigation which may be the subject of
         potential adversary proceedings in this bankruptcy
         proceeding; and

     (d) consulting with the Debtors and with Mr. Kingman
         regarding the prosecution of any litigation.

The Debtors paid $5,000 to the Firm prior to the initiation of
these cases.  Furthermore, Raymond Lopez (EMR Electric Motor
Rewind, L.P.'s Chief Executive Officer) agreed to pay the firm an
additional $5,835.45 for pie-petition services.

The Firm will be paid at these hourly rates:

         Shareholder Attorneys          $250
         Associate Attorneys            $220
         Legal Assistants               $100

The Debtors tell the Court that the Firm is a disinterested person
as that term is used in Section 327 of the Bankruptcy Code and has
no adverse connections with the Debtors, creditors or any other
party-in-interest, their respective attorneys and accountants.

The Firm can be reached at:

         Donald L. Jones, Esq.
         PORTER, ROGERS, DAHLMAN & GORDON, P.C.6909
         One Shoreline Plaza
         800 N. Shoreline, Suite 800 S
         Corpus Christi, Texas 78401-3708
         Tel: (361) 880-5808
         Fax: (361) 880-5844
         E-mail: dljones@prdg.com

Headquartered in Corpus Christi, Texas, EMR Electric Motor Rewind,
L.P., is a manufacturing and equipment repair company.  EMR
Holdings, L.L.P., owns 99% of EMR Electric Motor Rewind, L.P.

EMR Electric Motor Rewind, L.P. -- fdba Electric Motor Rewind, LP,
EMR Electrical Group, Inc., fdba Electric Motor Rewind, Inc., fdba
EMR Energy Services Management, Inc., fdba EMR Energy Services,
L.P. -- filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Tex. Case No. 16-20184) on May 11, 2016.  At the time of the
filing, EMR Electric Motor estimated both assets and liabilities in
the range of $1 million to $10 million.  EMR Holdings estimated
assets of $0 to $50,000 and debts of $1 million to $10 million.
The Chapter 11 petitions were signed by Raymond Lopez, authorized
representative.  Judge Marvin Isgur presides over the case.
William B Kingman, Esq., at the Law Offices of William B. Kingman,
PC, serves as the Debtors' bankruptcy counsel.


EMR ELECTRIC: Taps William B. Kingman as Legal Counsel
------------------------------------------------------
EMR Electric Motor Rewind, LP and EMR Holdings, LLP seek approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to hire the Law Offices of William B. Kingman, P.C.as its legal
counsel.

The Debtors tapped the firm to provide these services:

     (a) counseling their representatives in matters relating
         to the administration of their bankruptcy estate;

     (b) representing the Debtors in negotiations with creditors
         and equity holders;

     (c) making appearances before the court and the U.S. trustee
         on behalf of Debtors;

     (d) assisting in the preparation of the Debtors' plan of
         reorganization and disclosure statement;

     (e) preparing schedules and pleadings;

     (f) analyzing, negotiating and litigating claims which may be

         brought in the forms of objections or as adversary   
         proceedings; and

     (g) representing the Debtors and their bankruptcy estates in
         all other relevant matters relating to the administration

         of their cases.

William Kingman, shareholder and president of the firm who will
provide the services, will be paid $325 per hour.  Meanwhile, the
hourly rate for the firm's paralegals and legal assistants is
$110.

In a court filing, Mr. Kingman disclosed that the firm does not
hold any interest adverse to the Debtors.

The firm can be reached through:

     William B. Kingman
     Law Offices of William B. Kingman, P.C.
     4040 Broadway, Suite 450
     San Antonio, TX 78209
     (210) 829-1199
     (210) 821-1114-0226

                    About EMR Electric Motor

Headquartered in Corpus Christi, Texas, EMR Electric Motor Rewind,
L.P., is a manufacturing and equipment repair company.  EMR
Holdings, L.L.P., owns 99% of EMR Electric Motor Rewind, L.P.

EMR Electric Motor Rewind, L.P. -- fdba Electric Motor Rewind, LP,
EMR Electrical Group, Inc., fdba Electric Motor Rewind, Inc., fdba
EMR Energy Services Management, Inc., fdba EMR Energy Services,
L.P. -- filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Tex. Case No. 16-20184) on May 11, 2016.  At the time of the
filing, EMR Electric Motor estimated both assets and liabilities in
the range of $1 million to $10 million.  EMR Holdings estimated
assets of $0 to $50,000 and debts of $1 million to $10 million.
The Chapter 11 petitions were signed by Raymond Lopez, authorized
representative.  Judge Marvin Isgur presides over the case.
William B Kingman, Esq., at the Law Offices of William B. Kingman,
PC, serves as the Debtors' bankruptcy counsel.


EN BUENAS MANOS: Plan Proposes 100% Distribution to Unsecureds
--------------------------------------------------------------
En Buenas Manos Primary Care, Inc., filed with the U.S. Bankruptcy
Court for the Southern District of Texas, Laredo Division, a plan
of reorganization and accompanying disclosure statement proposing
to distribute 100% of the allowed general unsecured claim in equal
monthly installments over 60 months at an annual interest rate of
3%.  The monthly plan payment for the general unsecured claim is
$56.06.

The Plan proposes to allow Cynthia Ramirez, the 100% stockholder of
the Debtor, to retain her ownership interest in the Reorganized
Debtor.

A full-text copy of the Disclosure Statement dated June 8, 2016, is
available at http://bankrupt.com/misc/txsb15-50121-48.pdf

En Buenas Manos Primary Care, Inc. (Bankr. S.D. Tex. Case No.
15-50121) filed a Chapter 11 Petition on August 14, 2015, and is
represented by Carl Michael Barto, Esq., in Laredo, Texas.  The
Debtor has been in the business of providing home health care since
2006.


FEDERAL-MOGUL: Icahn Increases Offer for Minority Stake
-------------------------------------------------------
Austen Hufford, writing for Daily Bankruptcy Review, reported that
billionaire investor Carl Icahn raised his bid to buy the minority
stake in car-parts maker Federal-Mogul Holdings Corp. he doesn't
already own, a move to entice more shareholders to agree to a
deal.

According to the report, in a letter to Federal-Mogul's board
disclosed June 20, Mr. Icahn said he would increase his offer to $8
per share, up from the $7-a-share offer he made in late February.

At the time, Mr. Icahn said the deal would have to get approval
from a special committee of independent directors as well as from
an informed vote of a majority of shareholders who aren't
affiliated with Icahn Enterprises LP, the report related.  The
special committee was formed to review the bid, the report added.
The same terms apply to the increased bid, and Federal-Mogul said
that the committee would evaluate the new offer, the report further
related.

Mr. Icahn owns about 82% of Federal-Mogul, the report noted.  In
February, the $7 offer represented a 41% premium over the stock's
unaffected closing price, the report pointed out.  Since then,
shares have traded in the $8-to-$9 range. The stock, which was
inactive premarket on June 20, closed at $8.15 on June 17, the
report said.

                         About Federal-Mogul

Federal-Mogul Corporation is a supplier of powertrain, chassis and
as safety technologies, serving the world's foremost original
equipment manufacturers of automotive, light commercial, heavy-
duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Federal-Mogul was
founded in Detroit in 1899.  The Company is headquartered in
Southfield, Michigan, and employs nearly 41,000 people in 33
countries.

The Company filed for Chapter 11 protection (Bankr. Del. Case No.
01-10582) on Oct. 1, 2001.  Attorneys at Sidley Austin and
Pachulski, Stang, Ziehl & Jones, P.C., represented the Debtors in
their restructuring effort.  When the Debtors filed for protection
from their creditors, they listed $10.15 billion in assets and
$8.86 billion in liabilities.  Attorneys at The Bayard Firm
represented the Official Committee of Unsecured Creditors.

The Debtors' Reorganization Plan was confirmed by the Bankruptcy
Court on Nov. 8, 2007, and affirmed by the District Court on
Nov. 14, 2007.  Federal-Mogul emerged from Chapter 11 on Dec. 27,
2007.


FPMI SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: FPMI Solutions, Inc.
        66 Canal Center Plaza, Suite 305
        Alexandria, VA 22314

Case No.: 16-12142

Chapter 11 Petition Date: June 20, 2016

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Hon. Robert G. Mayer

Debtor's Counsel: Paul Sweeney, Esq.
                  YUMKAS, VIDMAR, SWEENEY & MULRENIN, LLC
                  10211 Wincopin Circle, Suite 500
                  Columbia, MD 21044
                  Tel: (443) 569-5972
                  Fax: (410) 571-2798
                  E-mail: psweeney@yvslaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by R. Mark McLindon, chief executive
officer.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/vaeb16-12142.pdf


GLASIR MEDICAL: Taps JD Webb as Consultant on FDA Issues
--------------------------------------------------------
Glasir Medical, LP, and MFLR, LLC, ask for authorization from the
U.S. Bankruptcy Court for the Western District of Texas to employ
JD Webb at OrthoMedix Group, Inc., as regular Food and Drug
Administration consultant to aid them in dealing with FDA
regulatory issues.

Mr. Webb has previously worked for the Debtors helping them deal
with FDA regulatory matters in their sales and production of
medical devices.  The Debtors want to continue utilizing his
services to stay current on FDA regulations and deal with
regulatory matters as they arise.

Mr. Webb's company, OrthoMedix, will assist Glasir Medical in
maintaining their quality system.  This will include:

     a. updating quality manual SOPs, or work instructions;

     b. creating/changing any required product blueprints;

     c. preparing Engineering Changes Notices for changes to the
        quality system or product blueprints;

     d. reviewed and approving Device History Records;

     e. implement and maintain Unique Device Identification
        Program; and

     f. train staff regarding quality system and UDI.

The cost for this work will be $1000 per day or $135 for work that
takes less than a day.  This fee will include periodic visits to
Glasir Medical's office to review their quality system.  The fee
will also include responding to questions of a quality
system/regulatory nature from Glasir Medical.

Mr. Webb assures the Court that he a disinterested person within
the definition of Section 101(14) of the Bankruptcy Code.

        JD Webb
        OrthoMedix Group, Inc.
        1001 Oakwood Boulevard, Round Rock
        TX 78681
        Tel: (512) 388-0199
        E-mail: jdwebb@orthomedix.net

The Debtors' bankruptcy counsel can be reached at:

        Ronald J. Smeberg, Esq.
        SMEBERG LAW FIRM, PLLC
        2010 West Kings Highway
        San Antonio, TX 78201
        Tel: (210) 695-6684
        Fax: (210) 598-7357
        E-mail: ron@smeberglaw.com

Headquartered in San Antonio, Texas, Glasir Medical, LP, filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No.
16-50612) on March 15, 2016, estimating its assets and liabilities
at between $1 million and $10 million.  The petition was signed by
Thomas Wilson, president of the general partner MFLR, LLC.

Judge Craig A. Gargotta presides over the case.

Ronald J. Smeberg, Esq., at The Smeberg Law Firm, PLLC, serves as
the Debtor's bankruptcy counsel.


HARKAND GULF: Chapter 15 Case Summary
-------------------------------------
Chapter 15 Petitioners: Ian Wormleighton, Philip Stephen Bowers,  
                        and Michael Magnay

Chapter 15 Debtors:

    Harkand Gulf Contracting Limited              16-33091
    Four Brindleyplace
    Birmingham, B1
    United Kingdom

    Harkand Global Holdings Limited               16-33093   
    Integrated Subsea Services Limited            16-33095  

Type of Business: Provider of subsea capabilities and services to
                  the offshore oil and gas industry.

Chapter 15 Petition Date: June 20, 2016

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

Chapter 15 Petitioners' Counsel: Zack A Clement, Esq.
                                 ZACK A. CLEMENT PLLC
                                 3753 Drummond
                                 Houston, TX 77025
                                 Tel: 832-274-7629
                                 Email: zack.clement@icloud.com

                                   - and -

                                 James H.M. Sprayregen, P.C.
                                 Adam Paul, Esq.
                                 Nora S. Tauke Schweighart, Esq.
                                 KIRKLAND & ELLIS LLP
                                 KIRKLAND & ELLIS INTERNATIONAL  
                                 LLP
                                 300 North LaSalle
                                 Chicago, Illinois 60654
                                 Tel: (312) 862-2000
                                 Fax: (312) 862-2200
                                 Email:  
                                 james.sprayregen@kirkland.com
                                 adam.paul@kirkland.com
                                 nora.schweighart@kirkland.com

Estimated Assets: Not Indicated

Estimated Debts: Not Indicated

A copy of the Chapter 15 petition is available for free at:

            http://bankrupt.com/misc/txsb16-33091.pdf


HECK INDUSTRIES: Hires Faulk & Winkler as Accountant
----------------------------------------------------
Heck Industries, Inc., seeks permission from the U.S. Bankruptcy
Court for the Middle District of Louisiana to employ Tommy J.
LeJeune, CPA, and the firm of Faulk & Winkler, LLC, as certified
public accountants, nunc pro tunc as of the Petition Date.

F&W will serve as certified public accountants of the Debtor in
connection with the preparation of financial statements and tax
returns.  The Debtor requires professional assistance in order to
timely prepare its financial statements and tax returns.

Prior to the Petition Date, the Debtor has employed F&W as
certified public accountants to assist it primarily with the
preparation of tax returns and monthly and quarterly financial
statements.  Employing F&W will preserve the Debtor's estate
resources by avoiding expenses, which would necessarily be incurred
in the process of educating other professionals on the pending
matters, including the various properties and businesses included
within the Debtor's estate.

The Debtor owes F&W a balance of $45,794 for unpaid pre-petition
work.  F&W has agreed to waive its outstanding pre-petition bills
in order to qualify as a disinterested person under 11 U.S.C.
Section 327(a), if the Court authorizes the Debtor's employment of
F&W.  The Debtor has agreed to pay F&W no more than $2,500 monthly
for the preparation of financial statements; a flat fee of $10,000
for the preparation of tax returns; and, to pay F&W for all direct
expenses incurred on behalf of the Debtor.

Tommy J. LeJeune, CPA, at F&W assures the Court that the Firm won't
represent, doesn't nor will hold any interest adverse to the Debtor
or its estate with respect to the matters upon which F&W is
proposed to be engaged.

The firm may be reached at:

     Tommy LeJeune, CPA
     Faulk & Winkler, LLC
     6811 Jefferson Highway
     Baton Rouge, LA 70806
     Tel: (225) 927-6811
     E-mail: tlejeune@fw-cpa.com

                     About Heck Industries

Heck Industries, Inc., sought Chapter 11 protection (Bankr. M.D.
La. Case No. 16-10516) on April 29, 2016, in Baton Rouge,
Louisiana.  Hon. Douglas D. Dodd is the case judge.  William E.
Steffes, Esq., Noel Steffes Melancon, Esq., and Barbara B. Parsons,
Esq., at Steffes, Vingiello & McKenzie, L.L.C., serve as the
Debtor's bankruptcy counsel.

The Debtor is the owner of a concrete supply business which has
operated throughout Louisiana since 1957.  The Debtor's chapter 11
case was precipitated by a severe strain on collection of its
accounts receivable due to, among other things, unfortunate weather
conditions hampering the Debtor's ability to complete numerous jobs
awarded to it.

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


HOANA MEDICAL: Taps McCorriston as Special Counsel
--------------------------------------------------
Hoana Medical, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Hawaii to hire McCorriston Miller Mukai
McKinnon LLP as its special counsel.

McCorriston will assist the Debtor in all Securities and Exchange
Commission documentation, fundraising, and financial-related
affairs.   

The firm's professionals and their hourly rates are:

     Stewart Pressman    Partner        $500
     Darren Nunn         Partner        $500
     Brian Hirai         Partner        $400
     Catherine Taschner  Associate      $190
     Paralegals                      $90 to $125

In a court filing, Mr. Pressman disclosed that the firm does not
hold any interest adverse to the Debtor.

McCorriston can be reached through:

     Stewart Pressman    
     McCorriston Miller Mukai McKinnon LLP
     Five Waterfront Plaza, 4th Floor
     500 Ala Moana Boulevard
     Honolulu, Hawai'i 96813
     Phone: 808.529.7300
     Fax: 808.524.8293
     Email: info@m4law.com

The Debtor can be reached through its counsel:

     Jeffery S. Flores, Esq.
     O'Connor Playdon & Guben LLP
     Pacific Guardian Center
     Makai Tower, Suite 2400
     733 Bishop Street
     Honolulu, HI 96813
     Tel: 808-524-8350
     Fax: 808-531-8628
     Email: jsf@opglaw.com

          -- and --

     Jerrold K. Guben, Esq.
     O'Connor Playdon & Guben LLP
     733 Bishop St., Fl. 24
     Honolulu, HI 96813
     Tel: 808.524.8350
     Fax: 808.531.8628
     Email: jkg@opglaw.com

                       About Hoana Medical

Hoana Medical Inc., a medical device company, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Hawaii Case No.
15-01493) on December 8, 2015.  The petition was signed by Edward
Chen, president and COO.

The case is assigned to Judge Marvin Isgur.

At the time of the filing, the Debtor estimated assets of $100,000
to $500,000 and debts of $1 million to $10 million.


JTS LLC: Revised Plan Still Favors Gaedes, Creditors Lament
-----------------------------------------------------------
H. Watt & Scott, Inc., SOLO, LLC, WSW, LLC, Seven C Investments,
Inc., Robert A. Scott, Glenn L. Watts, Craig A. Watts, Bruce A.
Chambers, and Lisa M. Chambers are judgment creditors of the estate
of JTS, LLC, dba Johnson's Tire Services.  They are opposing the
Debtor's Second Amended Disclosure Statement Dated May 24, 2016.

The Judgment Creditors tell the U.S. Bankruptcy Court for the
District of Alaska that they fully support a liquidation plan.
Unfortunately, despite invitation to work on a consensual
liquidation plan that the Judgment Creditors could support, no
return correspondence was received and no negotiations ensued.

They further tell the Court that the Second Amended Disclosure
Statement and Plan differs little from the first two plans, other
than the percentage amount that would be paid to an insider, Dennis
Gaede, from the liquidation of the assets. The percentage to be
paid to Dennis Gaede drops in the Second Amended Plan, but
regardless of the lower percentage, the Second Amended Plan again
sets forth a plan that violates the absolute priority rule embodied
in 11 U.S.C. Sec. 1129(b)(2)(B)(ii).  The Judgment Creditors can
support a liquidating plan, but not one that proposes to give to an
insider 20% of all assets plus all the operating account cash under
the guise of a "new value" exception -- in exchange for payment of
$100,000, especially when that insider has received preference
payments.

They also contend that the absolute priority rule objection may go
to plan confirmation issues, but it is an unproductive use of the
estate assets to notice out for confirmation of a plan that is
unconfirmable, and therefore the absolute priority rule objection
is raised, in addition to specific objections going to the Second
Amended Disclosure Statement.

They note that Dennis Gaede was an original owner and had financial
dealings with the Debtor up to the petition filing and is an
insider (father of Kelly Gaede).

The Judgement Creditors also point to a discrepancy in a plan
provision.  The Second Amended Disclosure at page 17 states the
unsecured creditors "should recover approximately 50% of the amount
of the claim if the Debtor is able to sell the Denali property for
$12,000,000 by June, 2017." The Second Disclosure Statement states
on Page 13 that the loan to Northrim Bank shall be paid in full by
June 30, 2017, or Northrim Bank may commence a non-judicial
foreclosure.  The Second Amended Plan at page 5 states that the
loan to Northrim Bank shall be paid in full by June 30, 2017, but
on page 9 states that if the Denali Property "sale has not closed
by December 31, 2016, Northrim Bank will be allowed to exercise its
non-bankruptcy remedies against its collateral."

"Which date is correct?," they ask.

"Will the Debtor surrender the property on December 31, 2016, or
June 30, 2017, or will the Debtor continue to remain in possession
of the property and continue to operate up until the date of a
foreclosure sale?"

They also note that the Second Amended Disclosure states that the
Denali Street Property was recently appraised at a value of
$11,930,000.  The appraisal is dated October 2015.  The Anchorage
real property market may be changing and the Second Amended
Disclosure fails to describe the current market and trends. The
Disclosure fails to disclose the history of efforts made by Gary
Petros to sell the property, or that Gary Petros has been marketing
the Denali Street Property for perhaps several years. The
disclosure fails to disclose whether in the past several years, or
however long Mr. Petros has been marketing the property, there have
been any offers on the property.

They also question the proposal to keep Kelly Gaede's salary at
$14,000 a month.  The Disclosure Statement, they contend, fails to
explain or justify why Kelly Gaede's salary should remain at
$14,000 per month in light of the fact that the debtor is reduced
from 5 stores and 5 locations to one store and one location.  The
Second Amended Disclosure Statement should give greater detail and
justification for management of all remaining employees needed when
the Debtor only has the Denali location left.

The Judgment Creditors want the Debtor to make these changes to the
Plan:

     (1) 100% of the net sale proceeds from the Denali Street
Property to be paid to the unsecured creditors up to payment in
full of the allowed unsecured creditor claims.

     (2) 100% of the net Nokian Tyre litigation proceeds to be paid
to the unsecured creditors up to payment in full of the allowed
unsecured creditor claims.

     (3) 100% of any remaining existing cash to be paid to the
unsecured creditors up to payment in full of the allowed unsecured
creditor claims.

     (4) The claim(s) of Dennis Gaede to be characterized as equity
investment, as they were pre-petition, and his claim(s) disallowed
as a general unsecured creditor
claim(s).

They are represented in the case by:

          Michelle Boutin, Esq.
          RCO Legal - Alaska, Inc.
          911 W. 8th Avenue, Suite 200
          Anchorage, Alaska 99501
          Tel: 907.754.9900
          Fax: 907.334.5858

                       About JTS

JTS, LLC, d/b/a Johnson's Tire Service, a privately held single
member LLC owned by Kelly Gaede, is one of the largest family
owned
and operated independent tire dealer and auto repair companies in
Alaska.  The company provides three main services: (i) new tires
(ii) tire change over (iii) automotive repair. With corporate
headquarters in Anchorage, JTS, LLC currently operates three
locations across the Anchorage Metro area, which services a
combined population of 400,000 in the communities of Anchorage,
Eagle River and Wasilla.  The Eagle River and Wasilla locations
were scheduled to close by Feb. 29, 2016.

JTS, LLC sought Chapter 11 protection (Bankr. D. Alaska Case No.
15-00167) in Anchorage, Alaska, on June 15, 2015.  JTS estimated
$10 million to $50 million in assets and debt.

The Debtor tapped David H. Bundy, Esq., at David H. Bundy, PC, in
Anchorage, as counsel.  The Debtor also engaged BDO, LLP as
accountants to prepare income tax returns; Newhouse & Vogler as
accountants to audit the Debtor's 2014 financial statement; and
Gary Petros, a real estate agent with Jack White Commercial to
list
and sell the Debtor's property at 3300 Denali St, Anchorage.


KOMODIDAD DISTRIBUTORS: Wants Substantive Consolidation of Cases
----------------------------------------------------------------
Komodidad Distributors, asks the U.S. Bankruptcy Court for the
District of Puerto Rico to substantively consolidate its bankruptcy
case with that of its affiliated debtors.

Komodidad and its affiliated debtors are composed of the following
five companies, which Komodidad contends are managed under common
control:

   (a) Komodidad Distributors, Inc., organized for the purpose of
selling apparel and accessories on a wholesale and retail basis,
under the trade name of "Gatsby".  The Company operates a central
office and a warehouse in the City of Caguas, as well as nine
stores located throughout the busiest cities of Puerto Rico and an
online store.  The stores operate under the trade name of "Gatsby"
and "Shopgatsby.com", respectively.

   (b) G.A. Design & Sourcing Corp. organized for the purpose of
researching and developing techniques, processes, procedures,
specifications and designs for clothing, apparels, and accessories
for men, women and children, and the licensing and franchising of
such techniques, processes and procedures ("Intangible Business");
as well as to provide those services and goods to Komodidad.  It is
also engaged in the design for the local and export markets and the
sale and distribution of products, including clothing, apparels and
accessories to markets outside of Puerto Rico ("Export Business").

   (c) G.A. Investors, S.E. and G.A. Property Development, Corp.
were initially created for the hosting of Komodidad's "Gatsby"
stores. These entities work with the rehabilitation and development
of real estate properties and rental of commercial spaces for
"Gatsby's" stores and third parties.

   (d) Gamaxport, Inc. organized for the purpose of offering
services as purchasing agent of goods and their resale outside of
Puerto Rico, as well as to provide the Group more competitive
profit margins on goods purchased for resale.

"In the instant matter, the facts warrant the grant of substantive
consolidation.  The Group shares similar and substantial identity;
having common owners, directors and officers.  In the ordinary
course of their business, Komodidad operates as the home office for
the Group with consolidated departments that serve all of the
affiliates and provide the necessary support in terms of human
resources, accounting department, mobilization of personnel to
cover affiliates needs, finance department and houses the offices
of all the main shareholders of all affiliated Debtors... The
management and accounting of all Debtors is completely consolidated
into the daily operations of Komodidad. For the most part, office
personnel, warehouse and distribution, all service contracts
(internet, telephone, repairs and maintenance, etc.) are handled
through Komodidad... It would be highly ineffective in terms of
cost, to attempt to separate the consolidated operations of the
Group because Komodidad controls the finances, management, human
resources and overall operations.  In addition, all intercompany
transactions are recognized in yearly consolidated financial
statements," Kokomidad avers.

           FirstBank Puerto Rico's Preliminary Objection

"Routine procedural consolidation of the Cases for administrative
purposes is clearly warranted.  'First day' substantive
consolidation, however – of Cases involving debtor entities with
different assets and creditors, extensive prepetition intercompany
transfers, and possible intercompany controversies – is entirely
different and plainly improper.  The fact that the Debtors would
file such an extraordinary motion at the very outset suggests an
effort to divert attention from prepetition intercompany activity.
FirstBank believes an investigation of all such activity will be
central to these Cases... Accordingly, FirstBank objects and
reserves all rights with respect to the Motion and, to the extent
it is not voluntarily withdrawn by the Debtors (which FirstBank has
requested), FirstBank intends to (i) file a supplemental objection
to the Motion on or before the June 10 deadline set by the Court;
and (ii) take discovery in connection therewith," FirstBank
contends.

Komodidad Distributors, Inc., and its affiliated debtors are
represented by:

          Javier Vilariño, Esq.
          VILARINO & ASSOCIATES LLC
          PO Box 9022515
          San Juan, PR 00902-2515
          Telephone: (787)565-9894
          E-mail: jvilarino@vilarinolaw.com

FirstBank Puerto Rico is represented by:

          Zachary H. Smith, Esq.
          MOORE & VAN ALLEN, PLLC
          100 North Tryon Street, Suite 4700
          Charlotte, N.C. 28202
          Telephone: (704)331-1046
          E-mail: zacharysmith@mvalaw.com

                 - and -

          Antonio A. Arias, Esq.
          Lina M. Soler-Rosario, Esq.
          MCCONNELL VALDES, LLC
          P.O. Box 364225
          San Juan, PR 00936-4225
          Telephone: (787)250-5604
          E-mail: aaa@mcvpr.com
                  lms@mcvpr.com

                   About Komodidad Distributors

Komodidad Distributors, Inc. filed for Chapter 11 bankruptcy
protection (Bankr. D.P.R. Case No. 16-04161) on May 25, 2016. The
petition was signed by Jorge Galliano, president. The Hon. Enrique
S. Lamoutte Inclan presides over the case.

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


KRAZE INTERNATIONAL: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Kraze International, Inc.
        178 Bul-mal-ro
        To-pyung-dong
        Ku-ri-si 11960
        South Korea

Case No.: 16-12143

Chapter 11 Petition Date: June 20, 2016

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Debtor's Counsel: Weon Geun Kim, Esq.
                  WEON G. KIM LAW OFFICE
                  8200 Greensboro Drive, Suite 900
                  McLean, VA 22102
                  Tel: (571)-278-3728
                  Fax: (703) 462-5459
                  E-mail: jkkchadol99@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

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


LARRY KUSH: To Sell Condo to Fund Exit Plan
-------------------------------------------
Larry Stuart Kush delivered to the U.S. Bankruptcy Court for the
District of Arizona his Second Amended Plan and Disclosure
Statement dated June 7, 2016.

The Debtor owns one condominium, which is leased to a tenant.  The
condominium is located at 7601 E. Roosevelt St., #1018, Scottsdale,
Arizona.  Chase Bank holds a first position lien for approximately
$199,000.00, and the debtor believes the real property has a value
of $300,000.  The condominium is insured, and real property tax
payments are current. Likewise, the Debtor is current on
assessments payable to the condominium owner's association.

The Debtor estimates that the fair market value of the condominium
is $300,000.00 based on the condition of the property and observed
comparable sales in the area.  The Debtor shall list the
condominium for sale within 30 days following confirmation and sell
the property for its fair market value determined by the potential
buyer's appraiser.  After deductions for the payment to the Class
2-A Claimant, commissions, taxes, inspections, escrow charges,
insurance, and other customary selling expenses, the Debtor shall
disburse net proceeds to claimants in order of their priority.

Chase will retain its lien until its claim is paid.

Holders of Allowed General Unsecured Claims will receive a pro-rata
share of an estimated liquidation value of the Debtor's Estate of
$245,000.00, plus a pro-rata share of the Debtor's disposable
monthly income, which is estimated to be $52,800.00. The
liquidation value is comprised of (a) estimated net proceeds from
the sale of the condominium of $100,000.00, and non-exempt equity
in the community residence of $175,000.00 ($700,000 value, less
debt of $375,000.00, less the Debtor's spouse's homestead exemption
of $150,000.00).

Class 3-A consists of general unsecured claims that are not
separately classified in Classes 3-B or 3-C. Class 3-A Claims total
approximately $548,379.00 and represent approximately 36.5% of all
claims against the Debtor. Class 3-A will be paid 36.5% of funds
payable to Class 3 creditors. The Debtor estimates that Class 3-A
will share a total distribution of $89,425.00 from proceeds from
the liquidation of the Debtor's assets, and will receive a dividend
of 36.5% of disposable monthly income ($19,272.00) contributed to
the Plan.

Class 3-B consists of the general unsecured claim of Polsinelli
Shugart, which is estimated to be $600,000.00. The Class 3-B Claim
is subject to a possible setoff on account of a potential
malpractice claim the Debtors may bring against that creditor. If
no setoff occurs, the Class 3-B Claimant will receive 40% of funds
payable to Class 3 Claimants, or approximately $98,000.00. Class
3-B Claimants will also receive 40% of disposable monthly income
($21,120.00) to the Plan if no setoff occurs.

Class 3-C consists of the general unsecured claim of Silverwood
Real Estate Investments, LLC in the liquidated amount of
$700,000.00. An appeal of the orders liquidating the claim is
pending before the Arizona Court of Appeals, and such appeal may
result in a remand of the case. The ruling of the Superior Court
that is being appealed included a judgment against the Debtor for
breach of fiduciary duty, which the Debtor believes is the only
basis for an action to seek to prevent the discharge of the
Debtor's obligation to Silverwood.  Silverwood shall retain an
allowed claim determined by the Court of Appeals and/or the
Maricopa County Superior court on remand. If either Court upholds
the earlier determination that the Debtor owed a fiduciary duty to
Silverwood and also intentionally breached that duty, the
Silverwood shall retain a non-dischargeable claim against the
Debtor in the amount determined by the Superior Court on remand. In
such case, Silverwood shall retain all rights granted to the holder
of a non-dischargeable judgment, and Silverwood shall be unimpaired
under the Plan.  If the Court of Appeals rules against Silverwood's
position, or the Superior Court rules against Silverwood's position
on remand, Silverwood shall have an allowed claim in the amount of
any judgment entered by the Superior Court. Such claim shall be
dischargeable, and the Silverwood shall be treated as Class 3-A
Claim. The Class 3-C Claim will receive approximately 23.5% of the
funds to be paid to Class 3 Claimants, or approximately $57,575.00.
The Class 3-C Claim will also receive 23.5% of the Debtor's
projected disposal monthly income, or an additional $12,408.00.

If the Plan is confirmed prior to resolution of the appeal of
Silverwood's claim, Silverwood shall receive treatment as if the
appeal were resolved against it.  In addition to the amounts to be
paid above, unsecured creditors will receive a pro rata share, up
to the amount of their Allowed Claim, from any award or settlement
obtained from any claim or right to payment the Debtor has
scheduled against another person or entity. However, the Debtor
shall have no obligation to pursue such claim if the Debtor is
unable to find representation at a cost that is feasible for the
Debtor. Such claims the Debtor may have includes a potential
malpractice claim against Polsinelli Shugart. Whether such claim
exists will depend on the outcome of the appeal before the Maricopa
County Superior Court, and the Debtor cannot determine with any
degree of certainty the value of the claim under the present
circumstances.

If any holder of a Class 3 Claim objects to confirmation of the
Plan and the treatment identified above, and if such objection is
not resolved prior to the hearing on Plan confirmation, then the
total amount to be distributed to Class 3 shall be no less than the
disposable monthly income that the Debtors anticipate receiving
during the five year period beginning on the Effective Date.
Payments of projected disposable monthly income shall be made in
quarterly payments beginning on the last day of the calendar
quarter in which the Plan is confirmed. For example, if the Plan
were confirmed on August 1, 2016, payments would begin on September
30, 2016. The
Debtor's projected disposable monthly income is estimated to be
$880.00.

A copy of the Second Amended Disclosure Statement is available at:

          http://bankrupt.com/misc/azb13-15987-0149.pdf

Larry Stuart Kush filed a Chapter 11 petition (Bankr. D. Ariz. Case
No. 13-15987) on September 13, 2013.  He is represented by:

         Blake D. Gunn, Esq.
         Law Office of Blake D. Gunn
         P.O. Box 22146
         Mesa, AZ 85277
         Tel: (480) 270-5073
         Fax: 480-393-7162
         E-mail: Blake.Gunn@gunnbankruptcyfirm.com


LIFE PARTNERS: Vida Capital Files Third Amended Plan
----------------------------------------------------
Vida Capital, Inc., filed with the U.S. Bankruptcy Court for the
Northern District of Texas, Fort Worth Division, a third amended
joint Chapter 11 plan and accompanying disclosure statement for
Life Partners Holdings, Inc., and its debtor affiliates.

Vida believes that its Plan provides the maximum returns to holders
of Fractional Interest Claims.  Vida believes that its Plan will
return up to approximately $111 million more to investors than the
Trustee/Committee Plan.

A comparison of Vida and the Trustee/Committee Plan:

                         Vida Plan     Trustee/Committee Plan
                       --------------  ----------------------
   Expected Plan
      Returns          $1.209 billion      $1.098 billion
   Invested Capital    $1.364 billion      $1.364 billion
                       --------------  ----------------------
   Total Returns          88.6%                80.4%

Vida asserts that because it services policies and manages funds
and investors every day as part of its normal business operations,
it is uniquely positioned as a "one stop shop" to handle all
investor needs following confirmation.

A full-text copy of the Third Amended Disclosure Statement dated
June 8, 2016, is available at
http://bankrupt.com/misc/txnb15-40289-2376.pdf

Vida Capital is represented by Jason S. Brookner, Esq., and Lydia
R. Webb, Esq., at Gray Reed & Mcgraw, P.C., in Dallas, Texas.

Counsel to the Chapter 11 Trustee:

          David M. Bennett, Esq.
          Katharine Battaia CLark, Esq.
          THOMPSON & KNIGHT LLP
          One Arts Plaza
          1722 Routh Street, Suite 1500
          Dallas, TX 75201
          Tel: (214) 969-1486
          Fax: (214) 880-3293
          Email: david.bennett@tklaw.com
                 katie.clark@tklaw.com

Counsel to the Official Committee of Unsecured Creditors:

          Joseph J. Wielebinski, Esq.
          Dennis L. Roossien, Jr., Esq.
          MUNSCH HARDT KOPF & HARR, P.C.
          500 N. Akard Street, Suite 3800
          Dallas, TX 75201
          Tel: (214) 855-7561
          Fax: (214) 978-4375
          Email: jwielebinski@munsch.com
                 droossien@munsch.com

U.S. Trustee may be reached at:

          Office of the United States Trustee
            for the Northern District of Texas
          Attn: Lisa L. Lambert
          1100 Commerce Street
          Room 9C60
          Dallas, Texas 75242
          Email: lisa.l.lambert@usdoj.gov

                  About Life Partners Holdings

Headquartered in Waco, Texas, Life Partners Holdings, Inc. --
http://www.lphi.com/-- is the parent company engaged in the       

secondary market for life insurance, commonly called "life
settlements."  Since its incorporation in 1991, Life Partners,
Inc., has completed over 162,000 transactions for its worldwide
client base of over 30,000 high net worth individuals and
institutions in connection with the purchase of over 6,500
policies totaling over $3.2 billion in face value.

LPHI is a publicly traded company incorporated in Texas and its
common stock has been delisted from the NASDAQ (formerly trading
under the symbol LPHI).

Life Partners Holdings sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20,
2015.

The case is assigned to Judge Russell F. Nelms.  J. Robert
Forshey, Esq., at Forshey & Prostok, LLP, serves as counsel to the
Debtor.

LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities
as of the Chapter 11 filing.

The official committee of unsecured creditors formed in the case
tapped Munsch Hardt Kopf & Harr, P.C., as counsel.

Tracy A. Bolt of BDO USA, LLP was named as examiner for the
Debtor's case.  At the behest of the U.S. Securities and Exchange
Commission, the U.S. Trustee, and the Creditors Committee, the
Court ordered the appointment of a Chapter 11 trustee.  On March
13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee
in LPHI's case.  The trustee is represented by Thompson & Knight
LLP.

The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for
LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No.
15-41995) and LPI Financial Services, Inc. (Case No. 15-41996).

Life Partners is estimated to have $100 million to $500 million in
assets and more than $1 billion in debt.  LPI Financial estimated
less than $50,000.


LIGHTSTREAM RESOURCES: Deferred $32.1M Payment on 2nd Lien Notes
----------------------------------------------------------------
Bloomberg Brief reported that Lightstream Resources (TSX:LTS)
deferred a $32.1 million payment due on its second-lien notes as it
explores a potential restructuring and asset sales.

According to Bloomberg, the company is talking to secured and
unsecured creditors about a debt-for-equity swap.

The Company said in a statement dated June 14, 2016, it has chosen
to defer its US$32.1 million semi-annual interest payment due June
15, 2016 in respect to its outstanding 9.875% second lien notes
("Secured Notes").

The Company stated, "Pursuant to the indenture governing the
Secured Notes, we have until July 15, 2016 (30 days) to make the
interest payment before an event of default occurs. In addition, we
are postponing our Annual General Meeting and we now intend to hold
the meeting on or before August 31, 2016.

"We are focused on our liquidity situation and have been engaged in
discussions with the holders of a majority of the aggregate
principal amount of Secured Notes as well as certain holders of our
8.625% unsecured notes ("Unsecured Notes"), regarding a possible
restructuring of the Secured Notes and Unsecured Notes, including a
conversion of this debt to equity. We are also continuing to pursue
asset sales to address our balance sheet and liquidity position. In
addition, we remain in discussions with our syndicate of lenders
under our secured term credit facility regarding the restructuring
and other strategic efforts.

"The Company has cash on hand, currently in excess of $20 million,
and monthly oil and gas sales revenue which averaged $24 million
per month for the previous two months. We are continuing to pay all
service providers, suppliers and contractors in the normal course
of business as we pursue our strategic balance sheet initiatives.

"With a view to reducing the expense and inconvenience to
shareholders associated with holding two separate meetings,
Lightstream sought and received an extension from the TSX to
postpone our Annual General Meeting to as late as August 31, 2016
in order to accommodate any shareholder vote required for a
potential strategic transaction. We will issue a press release when
the record date and meeting date have been determined.

                  About Lightstream Resources

Lightstream Resources Ltd. is an oil and gas exploration and
production company focused on light oil in the Bakken and Cardium
resource plays. We are committed to delivering industry leading
operating netbacks, strong cash flows and consistent operating
results through leading edge technology applied to a multi-year
inventory of existing and emerging resource play opportunities. Our
long-term strategy is to efficiently develop our assets and deliver
an attractive dividend yield.

                      *     *     *

The Troubled Company Reporter, on June 20, 2016, reported that 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.


M SPACE: June 23 Hearing on Use of Cash Collateral
--------------------------------------------------
M Space Holdings, LLC, sought and obtained, in the interim,
authorization to use collateral and cash collateral of PNC Bank,
National Association, from Judge Joel T. Marker of the U.S.
Bankruptcy Court for the District of Utah, Central Division.

The Debtor sought authority to use prepetition collateral and cash
collateral to pay:

     (i) amounts authorized for payment pursuant to other first day
motions filed concurrently with the Debtor's Cash Collateral
Motion;

    (ii) operating costs and expenses; and

   (iii) other administrative and bankruptcy related expenses
projected to be incurred during the Interim Period.

The Debtor projected that it would need access to approximately
$1,028,000 in cash collateral to avoid irreparable harm to its
orderly liquidation and administration efforts from the Petition
Date through June 2016.

On a final basis, the Debtor projected that it would need the
ability to use cash collateral through the week ending October 31,
2016.

The Debtor contended that the use of cash collateral is essential
to its ability to efficiently preserve and maximize the value of
its assets as it transitions into Chapter 11.  The Debtor further
contended that its primary source of cash collateral and ability to
maximize value in the case is dependent upon collecting future
rents from leases of its modular units and performing an orderly
sale of substantially all of its assets.

A final hearing on the Debtor's Motion is scheduled for June 23,
2016 at 10:00 a.m.

A full-text copy of the Interim Order, dated May 25, 2016, is
available at https://is.gd/xvYlu0

M Space Holdings is represented by:

          Mona L. Burton, Esq.
          Sherilyn A. Olsen, Esq.
          Ellen E. Ostrow, Esq.
          HOLLAND & HART LLP
          222 S. Main Street, Suite 2200
          Salt Lake City, UT 84101
          Telephone: (801)799-5800
          Facsimile: (801)799-5700
          E-mail: solsen@hollandhart.com
                  mburton@hollandhart.com
                  eeostrow@hollandhart.com

                      About M Space Holdings

M Space Holdings, LLC, is a provider of turnkey complex modular
space solutions. The Debtor sought protection under Chapter 11 of
the Bankruptcy Code in the U.S. Bankruptcy Court for the District
of Utah (Salt Lake City) (Case No. 16-24384) on May 19, 2016. The
petition was signed by Jeffrey Deutschendorf, chief executive
officer and president.

The case is assigned to Judge Joel T. Marker. The Debtor's asset
Liquidator is Gordon Brothers Commercial & Industrial, LLC.

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


MIDSTATES PETROLEUM: Committee Hires Squire Patton as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Midstates
Petroleum Company, Inc., et al., seeks authority from the U.S.
Bankruptcy Court for the Southern District of Texas to retain
Squire Patton Boggs (US) LLP as counsel to the Committee, nunc pro
tunc to May 13, 2016.

The Committee requires Squire to:

   a. provide legal advice as necessary with respect to the
      Committee's powers and duties as an official committee
      appointed under section 1102 of the Bankruptcy Code;

   b. advise the Committee in connection with the Debtors' use of
      cash collateral or any proposed DIP financing;

   c. analyze the Debtors' assets, financing transactions, the
      amount, extent and priority of any liens on or encumbrances
      against the Debtors' assets;

   d. assist the Committee in negotiating favorable terms for
      unsecured creditors with respect to any proposed asset
      purchase agreements for the sale of any of the Debtors'
      assets;

   e. provide legal advice as necessary with respect to any
      disclosure statement or plan filed in the Chapter 11 Cases,
      and with respect to the process for approving or
      disapproving any such disclosure statement or confirming
     (or denying confirmation of) any such plan, as appropriate;

   f. prepare on behalf of the Committee, as necessary,
      applications, motions, complaints, answers, orders,
      agreements, memoranda of law, and other legal papers;

   g. appear in Court to present necessary motions, applications,
      and pleadings, and to otherwise protect the interests of
      those unsecured creditors who are represented by the
      Committee;

   h. review the Debtors' schedules and statements;

   i. advise the Committee as to the implications of the Debtors'
      activities and motions before this Court;

   j. provide the Committee with legal advice in relation to the
      Chapter 11 Cases generally; and

   k. perform such other legal services as may be required and
      that are in the best interests of the Committee, the
      estates, and creditors.

Squire will be paid at these hourly rates:

     Norman N. Kinel                   $920
     Karol K. Denniston                $855
     Mark Salzberg                     $805
     Peter Morrison                    $420
     Kate Thomas                       $240

Within the United States, Squire's hourly rate for associates,
partners and non-attorney personnel range from $130 to $1,150 or
higher for our most senior partners and from $80 for new project
assistants to $420 for experienced senior paralegals, with most
non-attorney billing rates falling within the range of $180 to $315
per hour.

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

The firm provided the following in response to the request for
additional information set forth in Paragraph D.1. of the Appendix
B Guidelines:

     Question: Did you agree to any variations from, or
               alternatives to, your standard or customary
               billing arrangements for this engagement?

     Response: No.

     Question: Do any of the professionals included in this
               engagement vary their rate based on the geographic
               location of the bankruptcy case?

     Response: No.

     Question: If you represented the client in the 12 months
               prepetition, disclose your billing rates and
               material financial terms for the prepetition
               engagement, including any adjustments during the
               12 months prepetition. If your billing rates and
               material financial terms have changed post-
               petition, explain the difference and the reasons
               for the difference.

     Response: Not applicable.

     Question: Has your client approved your prospective budget
               and staffing plan, and, if so for what budget
               period?

     Response: The budget and staffing plan is in the process of
               being formulated, so it has not yet been approved
               by the Committee. Squire will provide a copy to
               the Committee and seek approval of the budget and
               staffing plan from the Committee in the near
               future.

Norman N. Kinel, Esq., partner of the law firm of Squire Patton
Boggs (US) 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.

Squire can be reached at:

     Norman N. Kinel, Esq.,
     SQUIRE PATTON BOGGS (US) LLP
     30 Rockefeller Plaza,
     New York, NY 10112
     Tel: (212) 407-0130
     Fax: (732) 690-4822

                    About Midstates Petroleum Company

Midstates Petroleum Company, Inc. --
http://www.midstatespetroleum.com/-- is an independent exploration
and production company focused on the application of modern
drilling and completion techniques in oil and liquids-rich basins
in the onshore U.S. Midstates' drilling and completion efforts are
currently focused in the Mississippian Lime oil play in Oklahoma
and Anadarko Basin in Texas and Oklahoma. The Company's operations
also include the upper Gulf Coast tertiary trend in central
Louisiana.

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

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

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

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


MIDSTATES PETROLEUM: Court Approves Stipulation Modifying Cash Use
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, approves the stipulation and agreed order between
Midstates Petroleum Company, Inc., and its affiliated debtors, the
First Lien Agent, the Consenting Second Lien Ad Hoc Committee, and
the Consenting Cross-Over Ad Hoc Committee, modifying the May 2,
2016 Interim Cash Collateral Order.

The stipulation provides that Paragraph 6(a) of the Interim Cash
Collateral Order is hereby modified to authorize and direct the
Debtors to pay to the First Lien Agent for the ratable benefit of
the First Lien Secured Parties, adequate protection payments in an
amount equal to all accrued and unpaid prepetition or postpetition
interest, fees, and costs due and payable under the RBL Credit
Agreement (including, without limitation, interest on loans (except
as to LIBOR interest payments, which shall be paid at such time as
those interest payments are due and payable), breakage costs and
accrued fees owing to the First Lien Secured Parties), such
payments to be calculated based on the relevant LIBOR Rate plus the
Applicable Margin.

Proposed Co-Counsel to the Debtors and Debtors in Possession:

       Edward O. Sassower, P.C.
       Joshua A. Sussberg, P.C.
       KIRKLAND & ELLIS LLP
       KIRKLAND & ELLIS INTERNATIONAL LLP
       601 Lexington Avenue
       New York, New York 10022
       Telephone: (212) 446-4800
       Facsimile: (212) 446-4900
       Email: edward.sassower@kirkland.com
              joshua.sussberg@kirkland.com

       -- and --

       James H.M. Sprayregen, P.C.
       William A. Guerrieri, Esq.
       Jason Gott, Esq.
       KIRKLAND & ELLIS LLP
       KIRKLAND & ELLIS INTERNATIONAL LLP
       300 North LaSalle
       Chicago, Illinois 60654
       Telephone: (312) 862-2000
       Facsimile: (312) 862-2200
       Email: james.sprayregen@kirkland.com
              will.guerrieri@kirkland.com
              jason.gott@kirkland.com

       -- and --

       Patricia B. Tomasco, Esq.
       Matthew D. Cavenaugh, Esq.
       Jennifer F. Wertz, Esq.
       JACKSON WALKER L.L.P.
       1401 McKinney Street, Suite 1900
       Houston, Texas 77010
       Telephone: (713) 752-4200
       Facsimile: (713) 752-4221
       Email: ptomasco@jw.com
              mcavenaugh@jw.com
              jwertz@jw.com

Counsel to the First Lien Agent:

       Charles S. Kelley, Esq.
       MAYER BROWN LLP
       700 Louisiana Street, Suite 3400
       Houston, TX 77002
       Telephone: 713-238-2634
       Facsimile: 713-238-4634
       Email: ckelley@mayerbrown.com

       -- and --

       Joshua Wackerly, Esq.
       MAYER BROWN LLP
       700 Louisiana St., Suite 3400
       Houston, TX 77002
       Telephone: 713-238-2613
       Facsimile: 713-238-4613
       Email: jwackerly@mayerbrown.com

       -- and --

       Frederick D. Hyman, Esq.
       Christine A. Walsh, Esq.
       MAYER BROWN LLP
       1221 Avenue of the Americas
       New York, NY 10020
       Telephone: 212-506-2500
       Facsimile: 212-262-1910
       Email: fhyman@mayerbrown.com
              cwalsh@mayerbrown.com

Counsel for the Consenting Second Lien Ad Hoc Committee:

       Brian M. Resnick, Esq.
       Natasha Tsiouris, Esq.
       DAVIS POLK & WARDWELL LLP
       450 Lexington Avenue
       New York, NY 10017
       Telephone: 212-450-4000
       Facsimile: 212-701-5213
       Email: brian.resnick@davispolk.com
              natasha.tsiouris@davispolk.com

       -- and --   

       R. Michael Farquhar, Esq.
       Philip L. Lamberson, Esq.
       WINSTEAD PC
       500 Winstead Building
       2728 N. Harwood Street
       Dallas, TX 75201
       Telephone: 214-745-5400
       Facsimile: 214-745-5390
       Email: mfarquhar@winstead.com
              plamberson@winstead.com

       -- and --

       Sean B. Davis, Esq.
       WINSTEAD PC
       1100 JPMorgan Chase Tower
       600 Travis Street
       Houston, TX  77002
       Telephone: 713-650-8400
       Facsimile: 713-650-2400
       Email: sbdavis@winstead.com

Counsel for the Consenting Cross-Over Ad Hoc Committee

       Dennis F. Dunne, Esq.
       Tyson M. Lomazow, Esq.
       MILBANK, TWEED, HADLEY & McCLOY LLP
       28 Liberty Street
       New York, NY 10005-1413
       Telephone: 212-530-5000
       Facsimile: 212-530-5219
       Email: ddunne@milbank.com
              tlomazow@milbank.com

       -- and --   

       Harry A. Perrini, Esq.
       Bradley R. Foxman, Esq.
       VINSON & ELKINS LLP
       First City Tower
       1001 Fannin Street, Suite 2500
       Houston, TX 77002-6760
       Telephone: 713-758-2222
       Facsimile: 713-758-2346
       Email: hperrin@velaw.com
              bfoxman@velaw.com

Proposed Counsel for the Official Committee of Unsecured
Creditors:

       Michael S. Forshey, Esq.
       Karol K. Denniston, Esq.
       SQUIRE PATTON BOGGS (US) LLP]
       2000 McKinney Avenue, Suite 1700
       Dallas, TX 75201
       Telephone: 214-758-1500
       Facsimile: 214-758-1550
       Email: karol.denniston@squirepb.com
              michael.forshey@squirepb.com

       -- and --   

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

              About Midstates Petroleum Company

Midstates Petroleum Company, Inc. --
http://www.midstatespetroleum.com/-- is an independent exploration
and production company focused on the application of modern
drilling and completion techniques in oil and liquids-rich basins
in the onshore U.S. Midstates' drilling and completion efforts are
currently focused in the Mississippian Lime oil play in Oklahoma
and Anadarko Basin in Texas and Oklahoma.  The Company's operations
also include the upper Gulf Coast tertiary trend in central
Louisiana.

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

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

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

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


MIDSTATES PETROLEUM: Panel Hires Conway Mackenzie as E&P Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Midstates
Petroleum Company, Inc., et al., seeks authority from the U.S.
Bankruptcy Court for the Southern District of Texas to retain
Conway Mackenzie, Inc. as special E&P advisor to the Committee,
nunc pro tunc to May 20, 2016.

The Committee requires Conway to:

   a. review and analysis of the Debtors' collateral and assets,
      including without limitation, lien reviews, production
      report reconciliations, title opinion reconciliations,
      lease review and data input reconciliations, proved reserve
      reconciliations; reserve report review and reconciliations
      and unitization and pooling issues and reconciliations;

   b. provide information and analysis as and when requested by
      counsel for the Committee in order to assist counsel and
      BRG in connection with issues relating to use of cash
      collateral, any plans of liquidation or reorganization
      promulgated in the Debtors cases and any other E&P industry
      related matters;

   c. provide testimony, including expert testimony, as necessary
      and to the extent requested by counsel for the Committee,
      with respect to matters or in any proceeding before the
      Bankruptcy Court, including matters relating to (i)
      Debtors' oil, gas and related assets; (ii) the extent,
      validity and priority of any liens, claims or encumbrances,
      if any, against the Debtors' oil, gas and related assets;
      and (iii) any other matters which may arise in the Debtors'
      cases requiring the testimony of a non-consulting expert
      witness for the Committee; and

   d. render such other general oil and gas business consulting
      or other assistance as the Committee and its counsel may
      deem necessary and that are consistent with its role as
      Special E&P Advisor to the Committee that are not
      duplicative of services provided by the Committee's
      Financial Advisor.

Conway will be paid at these hourly rates:

     John T. Young, Jr.               $1,045
     Paul J. Jansen                   $765
     Elizabeth B. Curry, P. E.        $545
     Michael W. Morton                $585
     Matthew J Reilly                 $445
     Senior Associate                 $400
     Senior Managing Director         $1,045

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

John T. Young, Jr., a senior managing director at Conway Mackenzie,
Inc., assured the Court that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtors and
their estates.

Conway can be reached at:

     John T. Young, Jr.
     CONWAY MACKENZIE, INC.
     1301 McKinney Street, Suite 2025
     Houston, TX 77010
     Tel: (713) 650-0500
     Fax: (713) 650-0502
     E-mail: JYoung@ConwayMacKenzie.com

                    About Midstates Petroleum Company

Midstates Petroleum Company, Inc. --
http://www.midstatespetroleum.com/-- is an independent exploration
and production company focused on the application of modern
drilling and completion techniques in oil and liquids-rich basins
in the onshore U.S. Midstates' drilling and completion efforts are
currently focused in the Mississippian Lime oil play in Oklahoma
and Anadarko Basin in Texas and Oklahoma. The Company's operations
also include the upper Gulf Coast tertiary trend in central
Louisiana.

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

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

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

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


MIDSTATES PETROLEUM: Requires Creditors to File Claims by July 22
-----------------------------------------------------------------
Midstates Petroleum Company, Inc., and its affiliated debtors
propose, among other things, the following Bar Dates for Filing of
Proofs of Claim:

   * Claims Bar Date: Establishing July 22, 2016 as the last date
for each persons and entities, other than governmental units, who
wish to assert a Claim against any of the Debtors.

   * Governmental Bar Date: Establishing November 1, 2016, solely
as to governmental units, as the last date for such governmental
until to file proofs of claim against any of the Debtors.

The Office of the United States Trustee for the Southern District
of Texas and the Official Committee of Unsecured Creditors in these
chapter 11 cases support the relief requested by the Motion and
entry of the Bar Date Order, and have agreed to the form of the
proposed Bar Date Order.

Proposed Co-Counsel to the Debtors and Debtors in Possession:

       Patricia B. Tomasco, Esq.
       Matthew D. Cavenaugh, Esq.
       Jennifer F. Wertz, Esq.
       JACKSON WALKER L.L.P.
       1401 McKinney Street, Suite 1900
       Houston, Texas 77010
       Telephone: (713) 752-4200
       Facsimile: (713) 752-4221
       Email: ptomasco@jw.com
              mcavenaugh@jw.com
              jwertz@jw.com

       -- and --

       Edward O. Sassower, P.C.
       Joshua A. Sussberg, P.C.
       KIRKLAND & ELLIS LLP
       KIRKLAND & ELLIS INTERNATIONAL LLP
       601 Lexington Avenue
       New York, New York 10022
       Telephone: (212) 446-4800
       Facsimile: (212) 446-4900
       Email: edward.sassower@kirkland.com
              joshua.sussberg@kirkland.com

       -- and --

       James H.M. Sprayregen, P.C.
       William A. Guerrieri, Esq.
       Jason Gott, Esq.
       KIRKLAND & ELLIS LLP
       KIRKLAND & ELLIS INTERNATIONAL LLP
       300 North LaSalle
       Chicago, Illinois 60654
       Telephone: (312) 862-2000
       Facsimile: (312) 862-2200
       Email: james.sprayregen@kirkland.com
              will.guerrieri@kirkland.com
              jason.gott@kirkland.com

             About Midstates Petroleum Company

Midstates Petroleum Company, Inc. --
http://www.midstatespetroleum.com/-- is an independent exploration
and production company focused on the application of modern
drilling and completion techniques in oil and liquids-rich basins
in the onshore U.S. Midstates' drilling and completion efforts are
currently focused in the Mississippian Lime oil play in Oklahoma
and Anadarko Basin in Texas and Oklahoma.  The Company's operations
also include the upper Gulf Coast tertiary trend in central
Louisiana.

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

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

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

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


PARAGON OFFSHORE: Needs Until August 12 to Decide on Leases
-----------------------------------------------------------
Paragon Offshore plc and its affiliated debtors ask the U.S.
Bankruptcy Court for a 60-day extension of the time to assume or
reject unexpired leases of nonresidential real property from June
13, 2016, through and including August 12, 2016.

According to the Debtors, the Unexpired Leases are necessary for
the maintenance of their operations, storage of their valuable
assets, and management of their business at key locations outside
the United States.  Additionally, the Debtors aver that they have
sufficient liquidity to remain current on their postpetition
obligations under the Unexpired Leases.

Moreover, the Debtors tell the Court that no party in interest will
be prejudiced by the requested extension of the
Assumption/Rejection Deadline considering that the Debtors are
making timely payments for the use of the premises associated with
the Unexpired Leases, and are continuing to perform their other
obligations under the Unexpired Leases in a timely fashion.

Likewise, under the Debtors' Plan, all executory contracts and
unexpired leases to which any of the Debtors are parties will be
assumed on the "Effective Date," so that, if confirmation will be
delayed, an extension of the Assumption/Rejection Deadline will
provide the Debtors with the flexibility necessary to accommodate
any such delay without the need for an emergency extension of the
time to assume or reject unexpired leases of nonresidential real
property.

Attorneys for Debtors and Debtors in Possession:

       Mark D. Collins, Esq.
       Paul N. Heath, Esq.
       Amanda R. Steele, Esq.
       Joseph C. Barsalona II, Esq.
       RICHARDS, LAYTON & FINGER, P.A.
       One Rodney Square
       920 North King Street
       Wilmington, Delaware 19801
       Telephone: (302) 651-7700
       Facsimile: (302) 651-7701
       Email: collins@rlf.com
              heath@rlf.com
              steele@rlf.com
              barsalona@rlf.com

       -- and --  

       Gary T. Holtzer, Esq.
       Stephen A. Youngman, Esq.
       Alfredo R. Pérez, Esq.
       WEIL, GOTSHAL & MANGES LLP
       767 Fifth Avenue
       New York, New York 10153
       Telephone: (212) 310-8000
       Facsimile: (212) 310-8007
       Email: gary.holtzer@weil.com
              stephen.youngman@weil.com
              alfredo.perez@weil.com

                      About Paragon Offshore

Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a   
global provider of offshore drilling rigs.  Paragon's operated
fleet includes 34 jackups, including two high specification heavy
duty/harsh environment jackups, and six floaters (four drillships
and two semisubmersibles). Paragon's primary business is
contracting its rigs, related equipment and work crews to conduct
oil and gas drilling and workover operations for its exploration
and production customers on a dayrate basis around the world.
Paragon's principal executive offices are located in Houston,
Texas.  Paragon is a public limited company registered in England
and Wales and its ordinary shares have been trading on the
over-the-counter markets under the trading symbol "PGNPF" since
December 18, 2015.

Paragon Offshore Plc, et al., filed separate Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb.
14, 2016, after reaching a deal with lenders on a reorganization
plan that would eliminate $1.1 billion in debt.

The petitions were signed by Randall D. Stilley as authorized
representative.  Judge Christopher S. Sontchi is assigned to the
cases.


PICO HOLDINGS: Bloggers Wonder about Fate of PICOGate
-----------------------------------------------------
PICO Holdings, Inc. (Nasdaq:PICO), based in La Jolla, Calif., is a
diversified holding company reporting recurring losses since 2008.
PICO owns 57% of UCP, Inc. (NYSE:UCP), 100% of Vidler Water
Company, Inc., a securities portfolio and various interests in
small businesses. PICO has $664 million in assets and $434 million
in shareholder equity. Central Square Management LLC and River Road
Asset Management LLC collectively own more than 14% of PICO. Other
activists at http://ReformPICONow.com/have taken to the Internet
to advance the shareholder cause.

The bloggers note that two weeks have passed since they released
PICOGate. "We and our experts find the silence unusual and not
reassuring. But we reserve judgment for now. We hope that Howard
Brownstein and the PICO Audit Committee are taking action that is
commensurate with the breach of trust that has occurred -- and the
fact that it persisted for 6 years."

The bloggers provide an interesting PICO factoid. "In May of 2010,
PICO's market capitalization was roughly $700 million. Today,
PICO's market capitalization barely crosses $200 million. Assuming
250 workdays per year, Mr. Hart has destroyed $325,000 in
shareholder value every day he has shown up for work. We wish he
would call in sick more often."

The Bloggers walk the walk. "PICO shareholders should understand
that, in relation to PICOGate disclosure, we had a few choices.
Broadly speaking, we saw three options:

     a) Send it to Howard Brownstein, Chair of the Audit Committee,
and allow the PICO gears and pulleys to work;

     b) Turn it over to the Securities and Exchange Commission; or

     c) Run it through the RPN blog and let the law of the
financial jungle sort it out.

The main advantage to turning the evidence over to the SEC was the
potential for a Whistleblower Award -- a benefit which would have
inured exclusively to us here at RPN. We calculated that our award
would migrate to the high end of the 10%-30% of settlement range --
perhaps 25%.

Next, we analyzed the amount of a potential settlement. The
PICOGate transgression endured for 6 years, two individuals were
involved, both perpetrators are of financial means. We guessed a
settlement would equate the minimum for an award, or $1,000,000.

Our best guess was that we may be in line for an award of $250,000
if we turned our PICOGate evidence over to the SEC.

But there was an enormous disadvantage to the SEC route: time. Due
to the nature of the offense, the dollars involved, PICO's small
size and low-profile, we calculated it would take a year for the
SEC to substantially respond. This meant we at RPN would be in
possession of material information whose revelation would benefit
our fellow PICO shareholders. But we would withhold it from you for
our own personal benefit. We might get a big payday in a year, but
in the meantime, the PICO struggle would continue without the
potential advantages of the PICOGate information. Any windfall we
may receive would set us economically apart from our fellow PICO
shareholders. We were uneasy with that.

So we examined running the evidence through the blog. The blog's
main advantage was instant sunlight: everyone would have the same
information, everyone would know Messrs. Hart and Slepicka had
breached PICO shareholder trust. All parties in interest could
instantly respond as they saw fit. The blog would serve as an
efficient market for information.

The downside of utilizing the blog inured to RPN: once we publicly
divulged the PICOGate evidence, its value in a Whistleblower Award
was forever lost.

Our final measure was to compare the NPVs. We asked ourselves
"Which option is likely to produce the highest NPV to PICO
shareholders?" The answer was obvious. You know the result -- we
ran PICOGate through the blog.

Passing on the potential to receive a quarter million dollars was
no small choice. We laughed around the RPN Boardroom the other day
as we totaled our cumulative costs. If we add our cash costs
($3,000) to a blended rate for our time multiplied by hours spent,
we roughly calculate that we have invested $75,000 in RPN ($200 per
hour x 60 hours per month x 6 months). For those of you with good
memories, you know $75,000 is just a Steph Curry jump shot from
Central Square's $100,000 expense reimbursement. And our number
climbs with every post.

When we activated this blog, our motto was: By PICO Shareholders,
Of PICO Shareholders, For PICO Shareholders. We stand shoulder to
shoulder with our fellow PICO shareholders. We ran PICOGate through
the blog because could not sleep at night knowing we had
potentially useful information that we withheld from our fellow
shareholders for our own personal benefit."


REPUBLIC AIRWAYS: Asks Until Sept. 22 to Decide on Leases
---------------------------------------------------------
Republic Airways Holdings Inc. and its wholly-owned subsidiaries
ask the U.S. Bankruptcy Court for an additional ninety days
extension of the initial 120-day period to assume or reject its
unexpired leases of nonresidential real property from June 24,
2016, through and including September 22, 2016.

The Debtors' operate a large and complex business with operations
and financial interests throughout the United States, and as part
of its operations, the Debtors' estimates that it is party to more
than 30 Unexpired Leases, including lease agreements for office
space, hangar space, aircraft maintenance facilities, and points of
presence in airports.

The Debtors are currently undertaking a comprehensive review of its
Unexpired Leases, but has not yet had an opportunity to make its
determinations regarding the assumption or rejection of most
considering that one of the Debtors' primary objectives in these
chapter 11 cases is to obtain modified agreements with its
codeshare partners, United Continental Holdings, Inc., American
Airlines Group, Inc., and Delta Air Lines, Inc.

The Debtors have not yet obtained Court's approval on its
agreements with American and United although they have obtained a
Court-approved comprehensive settlement with Delta, and without
certainty with regard to all of its codeshare agreements, Republic
cannot make final determinations with regard to which of its
Unexpired Leases to assume or reject.

Attorneys for the Debtors and Debtors in Possession:

       Bruce R. Zirinsky, Esq.
       Sharon J. Richardson, Esq.
       Gary D. Ticoll, Esq.
       ZIRINSKY LAW PARTNERS PLLC
       375 Park Avenue, Suite 2607
       New York, New York 10152
       Telephone: (212) 763-0192
       Email: bzirinsky@zirinskylaw.com
              srichardson@zirinskylaw.com
              gticoll@zirinskylaw.com  

       -- and --

       Christopher K. Kiplok, Esq.
       HUGHES HUBBARD & REED LLP
       One Battery Park Plaza
       New York, New York 10004
       Telephone: (212) 837-6000
       Email: chris.kiplok@hugheshubbard.com
              gabrielle.glemann@hugheshubbard.com

             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.


REPUBLIC AIRWAYS: Seeks Approval to Pay $1.56-Mil. in Bonuses
-------------------------------------------------------------
Republic Airways Holdings Inc. and certain of its subsidiaries ask
the U.S. Bankruptcy Court to approve their (a) key employee
incentive plan for the members of their senior management team, and
(b) key employee retention plan for a select group of key employees
who are not "insiders."

The Debtors' senior management team, comprised of six senior
executives, includes: (a) President, Chief Executive Officer and
Chairman of the Board of Directors, (b) Chief Financial Officer and
Senior Vice President, (c) Chief Restructuring Officer and Senior
Vice President, (d) acting Chief Operating Officer and Senior Vice
President, (e) Chief Administrative Officer and Senior Vice
President, and (f) Vice President, General Counsel, who
collectively have the greatest influence upon the Debtors'
financial performance and chances of success in these chapter 11
cases.  The Debtors assert that each member possesses significant
knowledge of the airline industry and the Debtors' business and
drives the high-level operations that dictate the Debtors'
financial performance.

Among other things, the KEIP provides for following terms:

   1. The KEIP allows for quarterly individual cash award
opportunities and continuing until the Debtors' emergence from
chapter 11.  Quarterly financial and operational targets will be
established annually by the compensation committee of Republic's
Board of Directors.
  
   2. Award Opportunities are directly tied to financial and
operational performance metrics that will be used to measure
quarterly performance: (a) Financial Performance, measured by
Operating Income (excluding restructuring costs), weighted 50%, (b)
non-carrier-controlled cancellations, weighted 37.5%, and (c)
On-Time Arrival, which represents the percentage of arrivals that
are within 14 minutes of schedule, weighted 12.5%.  Each of these
metrics is comparable to metrics utilized in Republic's historical
compensation structure.

   3. Threshold and maximum payments will be set at 50 percent and
200 percent of target payments, respectively, for each of the three
Performance Metrics.  The overall payment from the KEIP will be the
sum of independently calculated payments for each of the three
Performance Metrics.

   4. Performance against each Performance Metric will be measured
and assessed quarterly. No payments will be made if performance
falls below the minimum threshold level.

   5. The total cost of the KEIP for 2016 is approximately $390,609
each quarter at threshold payment levels, $781,220 each quarter at
target payment levels, and $1.56 million each quarter at maximum
payment levels.

The Debtors' achievement of specified threshold goals for all three
quarters would result in Award Opportunity Payments of
approximately $1.17 million, while approximately $2.34 million
Award Opportunity Payments will result upon achievement of
specified target goals for the three metrics, and, if Republic
exceeds target for all three quarters, the maximum aggregate Award
Opportunity payments for all three quarters would be approximately
$4.69 million.  

The Debtors tell the Court that their senior management undertook a
confidential and comprehensive review of their ongoing staffing
requirements and identified certain key employees who are required
by federal regulations or who possess specialized experience in the
airline industry, institutional know-how, or supervisory
responsibilities over the Debtors' day-to-day operations.  The
senior management identified approximately 115 (non-insider)
employees vital to the Debtors' business and reorganization efforts
and anticipates that it may identify up to an additional 10 more
(non-insider) key employees who are essential to the
restructuring.

The Debtors have divided the KERP Participants into separate tiers:
(a) Tier I Participants: consist of approximately 45 employees at
the director, managing director, and non-executive vice president
levels, whose annual salaries range from $74,176 to $210,000 and
who had been eligible to receive Long Term Incentive Awards in the
past, and each possesses important experience, relationships, and
familiarity with the Debtors' operations and infrastructure,
difficult and costly to replace, and (b) Tier II Participants:
consist of approximately 75 managers, senior managers, engineers,
and other employees with technical specialties whose annual
salaries range from $48,500 to $106,175 and who also have a
critical role in the Debtors' restructuring efforts and provide
essential safety, operational, and back-office functions with
limited redundancy.

The Debtors designed the KERP with the goal of ensuring employee
retention during the critical stages of the Debtors' reorganization
and throughout the chapter 11 cases, ensuring that its terms are
competitive within the industry and to be a cost-effective way to
provide the appropriate incentives to retain personnel essential to
the Debtors’ restructuring.   

The following is an overview of the KERP:

   (a) The KERP is a cash retention plan to be effective as of
April 1, 2016.  Payments under the KERP are based on continued
employment: 30% of opportunity would be payable on June 23, 2016
and the remaining 70% would be payable on the earliest of three
events: (1) emergence from chapter 11, (2) involuntary separation
from the Republic, and (3) April 4, 2017.  

   (b) The award opportunity for a KERP Participant ranges from 15
percent to 35 percent of base salary for Tier I Participants
(totaling approximately $1,200,000), and 15 percent to 30 percent
of base salary for Tier II Participants (totaling approximately
$1,100,000).  

   (c) If a KERP Participant is terminated not for cause, unpaid
KERP amounts will be paid to that employee.  In the case of a
voluntary separation or termination for cause, unpaid KERP payments
would be forfeited.

   (d) The total maximum cost of the KERP is approximately $2.3
million, which represents approximately 0.19 percent of the
Debtors' revenue.

      U.S. Trustee Objects to Payment of Bonuses

William K. Harrington, the U.S. Trustee for Region 2, complains
that neither of the bonus plans satisfies the requirements of
Section 503(c) of the Bankruptcy Code because the KEIP Plan, which
seeks to pay quarterly based cash awards to six of the Debtors'
insiders, is a retentive based plan, and based on the historical
performance of the Debtors, the benchmarks described as
incentivizing the ELT are not difficult goals to achieve.
Additionally, the proposal to pay the ELT cash awards for simply
performing the fiduciary duties they were hired to perform is not a
basis to pay bonuses to these six insiders.  

The U.S. Trustee further complains that the KERP Plan is deficient
in two respects: First, the Debtors failed to analyze within the
framework of Section 503(c)(1) of the Bankruptcy Code the proposal
to compensate several employees holding the titles of
Vice-President, Managing Director and Director; and Second, the
Debtors have failed to provide any detail or criteria as to how
they will determine to award and allocate the proposed bonuses
under the KERP to the individual KERP participants.

To address concerns raised by the Creditors' Committee, the Debtors
have modified the terms of the KERP, where the Debtors specifically
agreed to defer the first KERP payment originally proposed to be
paid on June 23, 2016, to September 15, 2016, and the Debtors also
have reduced the pool available for KERP awards from to $2.3
million to $2 million.

According to the Debtors, the U.S. Trustee's argument that the KERP
Participants are presumptively "insiders" within the meaning of
Section 101(31), that should be overruled because the KERP
Participants are not insiders of the Debtors and the Southern
District of New York recognizes no presumption otherwise.  The U.S.
Trustee points out that none of the KERP Participants has the
ability to dictate corporate policy or the discretionary authority
to implement changes or decisions on his or her own all must follow
a chain of command within the company and report, either directly
or indirectly, to a member of Republic's Executive Leadership Team.


The Debtors also filed a Supplemental Koscal Declaration, which
provides additional information concerning the KERP, including
information concerning how the amount of individual KERP awards
will be determined.  The Declaration maintained that:

   (a) Tier I Participants who are in good standing will be
eligible to receive a KERP award between 15 and 35 percent of their
base salary.  

   (b) Tier II Participants who are in good standing will be
eligible to receive a KERP award between 15 and 30 percent of their
base salary.  

   (c) Where each KERP Participant's award ultimately falls within
those ranges will be determined in an exercise of business judgment
by the members of the Executive Leadership Team that head the
department in which the KERP Participant works.
  
The Court will convene a hearing on July 20, 2016, for
consideration of the proposed Key Employee Incentive Plan.

Attorneys for the Debtors and Debtors in Possession:

       Bruce R. Zirinsky, Esq.
       Sharon J. Richardson, Esq.
       Gary D. Ticoll, Esq.
       ZIRINSKY LAW PARTNERS PLLC
       375 Park Avenue, Suite 2607
       New York, New York 10152
       Telephone: (212) 763-0192
       Email: bzirinsky@zirinskylaw.com
              srichardson@zirinskylaw.com
              gticoll@zirinskylaw.com

          -- and --
  
       Christopher K. Kiplok, Esq.
       HUGHES HUBBARD & REED LLP
       One Battery Park Plaza
       New York, New York 10004
       Telephone: (212) 837-6000
       Email: chris.kiplok@hugheshubbard.com

William K. Harrington, the United States Trustee for Region 2:

       Susan D. Golden, Esq.
       Brian S. Masumoto, Esq.
       Trial Attorneys
       OFFICE OF THE UNITED STATES TRUSTEE
       201 Varick Street, Room 1006
       New York, New York 10014
       Telephone: (212) 510-0500
       Facsimile: (212) 668-2255

            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.


REPUBLIC AIRWAYS: Seeks Approval to Renew $7.3MM L/Cs
-----------------------------------------------------
Republic Airways Holdings Inc. and certain of its subsidiaries ask
the U.S. Bankruptcy Court to approve a Letter Agreement between
RAH, Shuttle America Corporation, and Republic Airline Inc., on the
one hand, and Deutsche Bank AG New York Branch, in its capacity as
Administrative Agent, on the other hand.

There are 15 Letters of Credit subject of the Motion outstanding in
the aggregate amount of $7,370,500 securing three types of
obligations, particularly: (a) principal amount of $1,950,000.00
for the benefit of Chubb & Son to secure the Debtors' workers'
compensation insurance program, (b) a combined total amount of
$5,270,500 for the benefit of the Miami Dade-Aviation Department,
the City of Houston, the Port Authority of New York and New Jersey,
the Edmonton Regional Airports Authority, the Massachusetts Port
Authority, Aeroports de Montreal, the City of Chicago, the Greater
Toronto Airports Authority, and the City of Philadelphia to secure
the Debtors' obligations related to airport loading and usage fees,
and (c) combined amount of $150,000 for the benefit of Western
Surety Company to secure import and export obligations related to
the procurement of foreign parts required for the maintenance of
the Debtors fleet of aircraft.

The Letters of Credit are each scheduled to expire on July 20 or
July 22, 2016. Accordingly, the Debtors have determined that it is
in the best interests of their estates to enter into the Letter
Agreement with the Agent and the LC Facility Lender to renew the
existing Letters of Credit.  The Agent and the LC Facility Lender
agreed to renew the Letters of Credit, inter alia, as follows:

   (a) The Debtors will collateralize the Letters of Credit by
depositing an aggregate amount equal to $7,370,500 in three
installments in the LC Facility Letter of Credit Account, with the
first installment of $2,567,161 due on May 20, 2016, the second
installment of $2,567,161 due on May 23, 2016, and the third
installment of $2,236,177 due on May 30, 2016.

   (b) The Debtors seeking Bankruptcy Court approval of the grant
to the Agent of a fully perfected, first priority lien in the cash
deposited in the LC Facility Letter of Credit Account.  

   (c) The Debtors have deposited two installments of $2,567,161.19
each in the LC Facility Letter of Credit Account on May 20, 2016
and May 23, 2016.

                 Credit Facility

The Debtors also ask the Court to approve a letter of credit
facility under that a Credit and Guaranty Agreement, authorizing
(a) the LC Facility Lender to renew certain letters of credit, (b)
the Debtors to deposit cash collateral as security for the renewed
letters of credit, and (c) granting the Agent a fully protected,
first priority lien on the Cash Collateral as security for the
Debtors' obligations with respect to the Letters of Credit.

RAI, as borrower, together with RAH and SAC, each as guarantors,
entered into the Credit Agreement with the Agent and the lender
parties thereto, pursuant to which the Lenders committed to extend
a revolving credit facility with draws not to exceed $60,000,000 in
aggregate.

The Credit Agreement further provides that RAI may request the
issuance of letters of credit under the Credit Agreement and the LC
Facility Lender would extend up to an additional $10,000,000 in
credit under the facility in respect of such Letters of Credit.
Under the Credit Agreement, Republic is charged a fee of 1.5% of
the daily average exposure under issued letters of credit per year,
with a minimum fee of $750, plus the Bank’s customary and usual
fees for issuance, processing, and amendments.   

The Debtors' obligations under the Credit Agreement are secured by
first priority liens against certain aircraft spare parts
collateral pursuant to related mortgage and security agreements. To
maintain the protection of the automatic stay with respect to the
aircraft spare parts collateral under the Credit Agreement, the
Debtors filed a Notice of Election with Respect to Spare Parts
Collateral agreeing to perform all obligations and cure certain
defaults under the mortgage and security agreements related to the
Credit Agreement.

Attorneys for the Debtors and Debtors in Possession:

       Bruce R. Zirinsky, Esq.
       Sharon J. Richardson, Esq.
       Gary D. Ticoll, Esq.
       ZIRINSKY LAW PARTNERS PLLC
       375 Park Avenue, Suite 2607
       New York, New York 10152
       Telephone: (212) 763-0192
       Email: bzirinsky@zirinskylaw.com
              srichardson@zirinskylaw.com
              gticoll@zirinskylaw.com  

       -- and --

       Christopher K. Kiplok, Esq.
       HUGHES HUBBARD & REED LLP
       One Battery Park Plaza
       New York, New York 10004
       Telephone: (212) 837-6000
       Email: chris.kiplok@hugheshubbard.com



                                 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.



REVEL AC: Owner Balks at Getting Casino License
-----------------------------------------------
The Daily Bankruptcy Review, citing the Associated Press, reported
that the new owner of the former Revel casino in Atlantic City, New
Jersey, said that he won't begin reopening the property while state
gambling regulators insist that he get a casino license.

According to the DBR report, Glenn Straub told the AP's Wayne Parry
that he should not have to go through the same costly,
time-consuming licensing that other casino owners do because he is
acting simply as a landlord to an outside company that would run
the casino.

The AP said the Florida developer, who is trying to reopen the $2.4
billion resort that he bought for 5 cents on the dollar out of
bankruptcy court, said the state Division of Gaming Enforcement
told him on June 17, 2016, he must obtain a casino license.

"They have totally abused their discretion," Mr. Straub told the
AP.  "We're just a landlord -- a vendor, really.  Like someone who
provides produce.  I'm not going to run the casino; why do I need a
casino license?"

He said he plans to appeal the matter to the state Casino Control
Commission, the report related.  In the meantime, Straub said, he
will not move forward with plans to start reopening the hotel and
non-gambling attractions right away, in large part because he
cannot get liquor licenses for them under the current
circumstances, the report further related.

David Rebuck, director of the Division of Gaming Enforcement, said
the state will consider allowing Straub to obtain a lower-level
license, but emphasized that he needs some level of license before
the casino can reopen, the report added.

                        About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates

Revel, a Las Vegas-style, beachfront entertainment resort and
casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.  Revel AC Inc. and five of its affiliates sought
bankruptcy protection (Bankr. D.N.J. Lead Case No. 14-22654) on
June 19, 2014, to pursue a quick sale of the assets.  The Chapter
11 cases of Revel AC LLC and its debtor-affiliates are transferred
to Judge Michael B. Kaplan.  The Debtors' cases was originally
assigned to Judge Gloria M. Burns.  The Debtors' Chapter 11 cases
are jointly consolidated for procedural purposes.  Revel AC
estimated assets ranging from $500 million to $1 billion, and the
same amount of liabilities.

White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors'
Counsel, and Moelis & Company, LLC, is the investment banker. The
Debtors' solicitation and claims agent is Alixpartners, LLP.

The prepetition first lenders are represented by Cadwalader,
Wickersham & Taft LLP.  The prepetition second lien lenders are
represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP.  The
DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP.

This is Revel AC's second trip to bankruptcy.  The company first
sought bankruptcy protection (Bankr. D.N.J. Lead Case No.
13-16253) on March 25, 2013, with a prepackaged plan that reduced
debt by $1.25 billion.  Less than two months later on May 15,
2013,the 2013 Plan was confirmed and became effective on May 21,
2013.

                        *     *     *

Revel AC, Inc., et al., on April 20, 2015, filed an amended plan
of
reorganization and accompanying disclosure statement to
incorporate
the terms of a settlement and plan support agreement entered into
with the Official Committee of Unsecured Creditors, and Wells
Fargo
Bank, N.A., as DIP Agent, and Wells Fargo Principal Lending, LLC,
as a Prepetition First Lien Lender and DIP Lender.

The Settlement Agreement, among other things, provides that Wells
Fargo agrees to give the general unsecured creditors $1.60 million
of its recovery from the proceeds of the sale of substantially all
of the Debtors' assets to Polo North Country Club, Inc., and to
advance $150,000 from its recovery to fund the Debtors'
reconciliation of claims and prosecution of claims or estate
causes
of actions.

Early in April 2015, U.S. Bankruptcy Judge Gloria Burns approved an
$82 million sale of the Revel Casino Hotel to Polo North Country
Club, Inc., which is owned by Florida developer Glenn Straub,
ending nearly 10 months of contentious legal combat for control of
the Atlantic City, N.J., resort.


ROADRUNNER ENTERPRISES: Seeks to Sell C-Store, Campground for $625K
-------------------------------------------------------------------
Roadrunner Enterprises, Inc., seeks authority from the U.S.
Bankruptcy Court to sell its business and real property located at:
(a) 2730 E. Hundred Road, in Chester, Virginia; and (b) 13830,
13900, and 13902 Jefferson Davis Highway, in Chester, Virginia.

Per the 2014 Tax Assessment, the C-Store was assessed at $862,600.
The Debtor entered into a contract for the sale of the C-Store with
Meadow Petroleum, Inc., for a purchase price of $625,000.  The
retail product inventory will be sold by the Debtor to the
Purchaser in a separate bill of sale at closing, which is estimated
to generate approximately $10,000.  Certain other equipment located
in the C-Store not owned by the Debtor will be sold subject to a
separate bill of sale.

Per the 2014 Tax Assessment, the Campground was valued at $603,200.
The Debtor entered into a contract for the sale of the Campground
with the Purchaser, agreeing to a purchase price for the of
$475,000.  The retail product inventory will be sold by the Debtor
to the Purchaser in a separate bill of sale at closing.

The Court will convene a hearing on June 22, 2016, to consider the
Debtor’s proposal to sell C-Store and Campground properties.

Roadrunner Enterprises, Inc. is represented by:

       Robert S. Westermann, Esq.
       Rachel A. Greenleaf, Esq.
       HIRSCHLER FLEISCHER, P.C.
       The Edgeworth Building
       2100 East Cary Street
       Post Office Box 500
       Richmond, Virginia 23218-0500
       Telephone: (804) 771-9500
       Facsimile: (804) 644-0957
       Email: rwestermann@hf-law.com
              rgreenleaf@hf-law.com

            About Roadrunner Enterprises

Headquartered in Chesterfield County, Virginia, Roadrunner
Enterprises Inc. owns the Roadrunner Campground and more than 70
rental properties, lots, and other real estate interests.

Roadrunner Enterprises filed for Chapter 11 bankruptcy protection
(Bank. E.D. Va. Case No. 15-30604) on Feb. 6, 2015.  The petition
was signed by Carl Adenauer, president.  David K. Spiro, Esq., at
Hirschler Fleischer, P.C., serves as the Debtor's counsel.  Judge
Kevin R. Huennekens presides over the case.  The Debtor estimated
assets and liabilities of at least $10 million.


SAAB CARS: Trademark Consigned to Scrap Yard
--------------------------------------------
The Daily Bankruptcy Review, citing Agence France-Presse, reported
that the Saab car brand was dumped on the scrap yard of automobile
history when the trademark's most recent user said they would give
up trying to recycle the venerable name.

According to the report, National Electric Vehicle Sweden, which
was created to take over the assets of Saab Automobiles in 2012
following the automaker's bankruptcy, built Saab cars for a few
months before throwing in the towel in May 2014.

The APF reported that since 2014, NEVS has failed to persuade
trademark owners the Saab aero and defence group to let it continue
to use the Saab name for its own future generation of electric
cars.  NEVS said it will base its first electric vehicle, to launch
next year, on the Saab 9-3 platform but will use its own name as
the trademark, the report related.

"That means that NEVS will no longer use the Saab trademark," it
said, the report cited.

                       About Saab Cars N.A.

More than 40 U.S.-based Saab dealerships have signed an
involuntary chapter 11 bankruptcy petition for Saab Cars North
America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30,
2012.  The petitioners, represented by Wilk Auslander LLP, assert
claims totaling $1.2 million on account of "unpaid warranty and
incentive reimbursement and related obligations" and/or "parts and
warranty reimbursement."  Leonard A. Bellavia, Esq., at Bellavia
Gentile & Associates, in New York, signed the Chapter 11 petition
on behalf of the dealers.

Donlin, Recano & Company, Inc. (DRC), has been retained to provide
claims and noticing agent services to Saab Cars North America,
Inc. in its Chapter 11 case.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December an
outside administrator, McTevia & Associates, to run the company as
part of a plan to avoid immediate liquidation following its parent
company's bankruptcy filing.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.

On Feb. 24, 2012, the Court, in consideration of the petition
filed on Jan. 30, 2012, granted Saab Cars North America, Inc.,
relief under Chapter 11 of the Bankruptcy Code.

Attorneys Stevens & Lee, P.C., and Butzel Long, represent the
Debtors as counsel.

On March 9, 2012, the U.S. Trustee formed an official Committee of
Unsecured Creditors and appointed these members: Peter Mueller
Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of
North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and
Delaware Motor Sales, Inc.  The Committee tapped Wilk Auslander
LLP as general bankruptcy counsel, and Polsinelli PC as its
Delaware counsel.

As of July 16, 2013, all conditions to consummation of the Third
Amended Plan of Liquidation of Saab North America, Inc., set forth
in Article 6.1 of the Plan were either satisfied or waived,
according to papers filed with the Bankruptcy Court on July 18,
2013.  Accordingly, on July 18, 2013, counsel for the Liquidating
Trustee sent notice that the Effective Date occurred with respect
to the Plan.


SHEEHAN PIPE LINE: Cash Use Through July 22 Approved
----------------------------------------------------
Judge Terrence L. Michael of the U.S. Bankruptcy Court for the
Northern District of Oklahoma, issued a final order authorizing
Sheehan Pipe Line Construction Company to use cash collateral of
Caterpillar Services Corporation and Zurich American Insurance
Company and Fidelity & Deposit Company of Maryland.

Judge Michael authorized the Debtor to use cash collateral
beginning with the April 15, 2016 Petition Date up to the earliest
to occur of:

     (a) July 22, 2016 ("Expiration Date"), which may be extended
for a subsequent budget period;

     (b) the dismissal of the Debtor's Chapter 11 case or the
conversion of the case under Chapter 7 of the Bankruptcy Code;

     (c) the appointment or election of a trustee, examiner with
expanded powers, or any other representative with expanded powers;

     (d) the occurrence of the effective date or consummation date
of a plan of reorganization for the Debtor;

     (e) the failure by the Debtor to deliver to CAT and Zurich any
of the documents or other information required to be delivered
pursuant to the Final Order when due or any such documents or other
information shall contain a material misrepresentation;  
     (f) failure to adhere to the Budget or a Subsequent Budget
except with respect to Permitted Deviations or Non-Conforming Uses;


     (g) the failure by the Debtor to observe or perform any of the
material terms or material provisions contained herein; or

     (h) the entry of an order of this Court reversing, staying,
vacating or otherwise modifying in any material respect the terms
of the Final Order.

Judge Michael acknowledged that good, adequate, and sufficient
cause has been shown to justify entry of the Final Order.  He
further acknowledged that granting the relief set forth in the
Final Order will permit the Debtor to meet its expenses and to
maximize value for the benefit of creditors.

A full-text copy of the Final Order, dated May 26, 2016, is
available at https://is.gd/hpsFdX

               About Sheehan Pipe Line Construction

Sheehan Pipe Line Construction Company, a contractor that
constructs pipelines in various states across the country, filed a

voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Okla. Case No. 16-10678) on April 15,
2016, listing total assets of $90.2 million and total debt of $68.4
million.  The petition was signed by Robert A. Riess, Sr., the
president and CEO.  McDonald, McCann & Metcalf & Carwile, LLP,
serves as counsel to the Debtor.  The case is pending before Judge
Terrence L. Michael.


SKAGIT GARDENS: Has Interim Nod to Use Cash Until July 15
---------------------------------------------------------
Debtor Skagit Gardens, Inc., sought and obtained, in the interim,
authorization to use cash collateral from Judge Christopher M.
Alston of the U.S. Bankruptcy Court for the Western District of
Washington.

Judge Alston authorized Skagit Gardens to use the cash collateral
of Sterling National Bank, as assignee of NewStar Business Credit,
LLC, as administrative agent and lender, and Aequitas Commercial
Finance, LLC.

Skagit Gardens sought authorization to use cash collateral in order
to continue its ongoing operations in the ordinary course of
business, and in order to avoid disruption of such operations.

Judge Alston held that Skagit Gardens and the estate will suffer
immediate and irreparable harm if the relief approved is not
granted.

"Without access to Cash Collateral, Skagit Gardens will be unable
to meet its current working capital needs, pay ongoing ordinary
course expenses, pay payroll and other taxes, obtain goods and
services, meet customer obligations, obtain continued trade credit,
and attract new business, all of which will severely and
irreparably damage its business and the going concern value
thereof.  Skagit Gardens thus has an immediate and crucial need for
access to its Cash Collateral to avoid any interruption in the flow
of essential services. Cash Collateral is the only available source
of adequate funds to meet such needs," Skagit Gardens averred.

Skagit Gardens committed to meeting these milestones in connection
with the administration of the cases and the orderly liquidation of
substantially all of its assets:

     (a) By no later than July 22, 2016, obtain an order from the
Bankruptcy Court approving the Proposed Sale, in form and substance
reasonably acceptable to Sterling; and

     (b) By no later than July 31, 2016, close the Proposed Sale.

Judge Alston authorized Skagit Gardens to use Cash Collateral in
accordance with a Budget, which provides for total disbursements
amounting to $3,634,475 for the week ending May 27, 2016, up to the
week ending July 15, 2016.

Skagit Gardens' Motion is scheduled for final hearing on June 17,
2016 at 11:00 a.m.

A full-text copy of the Interim Order, dated June 2, 2016, is
available at https://is.gd/bp70Ki

Skagit Gardens, Inc., and its affiliated debtors are represented
by:

          Armand J. Kornfeld, Esq.
          Christine M. Tobin-Presser, Esq.
          Aimee S. Willig, Esq.
          BUSH STROUT & KORNFELD LLP
          601 Union St., Suite 5000
          Seattle, WA 98101-2373
          Telephone: (206)292-2110
          Facsimile: (206)292-2104
          E-mail: jkornfeld@bskd.com
                  ctobin@bskd.com
                  awillig@bskd.com

                       About Skagit Gardens

Skagit Gardens Inc. is a wholesale nursery that grows two
categories of plants, finished plants and plugs/liners, each grown
for different types of customers.

Skagit Gardens and three affiliates filed Chapter 11 petitions
(Bankr. W.D. Wash., Case No. 16-12879) on May 27, 2016. The
petitions were signed by Mark Buchholz as president.  The cases
are
jointly administered under Case No. 16-12879.    

The Debtors are represented by Bush Kornfeld LLP, in Seattle,
Washington, as counsel.  The cases are assigned to Judge
Christopher M. Alston.

The Debtors listed total assets of $12.5 million and total
liabilities of $19.3 million.


SPORTS AUTHORITY: Selling Store No. 444 Property for $5-Mil.
------------------------------------------------------------
Sports Authority Holdings, et al., on June 28, 2016, at 10:30 a.m.
will ask the U.S. Bankruptcy Court for the District of Delaware to
approve the sale of certain real property owned by the Debtors in
fee simple located at Store #444, 2375 E. Lincoln Highway, Borough
of Langhorne, County of Bucks, Commonwealth of Pennsylvania,
together with TSA Stores, Inc.'s right, title, and interest in and
to the buildings located thereon and any other improvements and
fixtures located thereon and any and all of TSA's right, title, and
interest in and to the tangible personal property and equipment to
Raymours Furniture Company, Inc., or its designee or permitted
assignee.

In conjunction with the auction held on May 16, 2016, Raymours
submitted a bid which included a bid for the Property.  As the
Debtors did not accept a bid for substantially all of the Debtors'
assets, the Debtors have determined to separately pursue the
Purchaser's qualified offer for the Property for a purchase price
of $5,000,000 in cash.  The Debtors believe that the Sale provides
significant value for their estates and, accordingly, executed the
Purchase Agreement on June 7, 2016.

The Purchase Agreement additionally provides the Debtors with the
opportunity to further market the Property to obtain a higher and
better price pending its approval.

Pursuant to the terms and conditions of the Purchase Agreement, and
subject to the Court's approval, the Debtors propose to sell the
Property on an "as is, where is basis" free and clear of all liens,
claims, encumbrances and other interests.

If TSA receives at least one timely Qualified Overbid for the
Property, then TSA will conduct an auction of the Property on June
24, 2016 at 10:00 a.m. (ET) at the offices of Gibson, Dunn &
Crutcher LLP, 200 Park Avenue, New York, New York.  All Overbids
must be submitted in writing to and received by the Seller and its
counsel and Purchaser and its counsel on or before 4:00 p.m. (ET)
on June 22, 2016.

Counsel to the Debtors:

         Michael R. Nestor
         Kenneth J. Enos
         Andrew L. Magaziner
         YOUNG CONAWAY STARGATT & TAYLOR, LLP
         Rodney Square
         1000 North King Street
         Wilmington, DE 19801
         Telephone: (302) 571-6600
         Facsimile: (302) 571-1253
         E-mail: mnestor@ycst.com
                 kenos@ycst.com
                 amagaziner@ycst.com

               - and -

         Robert A. Klyman
         Matthew J. Williams
         Jeremy L. Graves
         Sabina Jacobs
         GIBSON, DUNN & CRUTCHER LLP
         333 South Grand Avenue
         Los Angeles, CA 90071-1512
         Telephone: (213) 229-7000
         Facsimile: (213) 229-7520
         E-mail: rklyman@gibsondunn.com
                 mjwilliams@gibsondunn.com
                 jgraves@gibsondunn.com
                 sjacobs@gibsondunn.com

                     About Sports Authority

Sports Authority Holdings, et al., are sporting goods retailers
with roots dating back to 1928.  The Debtors currently operate 464
stores and five distribution centers across 40 U.S. states and
Puerto Rico.  The Debtors offer a broad selection of goods from a
wide array of household and specialty brands, including Adidas,
Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and
Fitness, Nike, The North Face, and Under Armour, in addition to
their own private label brands.  The Debtors employ 13,000 people.

Sports Authority and six of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to
16-10533) on March 2, 2016.  The petitions were signed by Michael
E. Foss as chairman & chief executive officer.

The Debtors have engaged Gibson, Dunn & Crutcher LLP as general
counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel,
Rothschild Inc. as investment banker, FTI Consulting, Inc., as
financial advisor and Kurtzman Carson Consultants LLC as notice,
claims, solicitation, balloting and tabulation agent.

Andrew Vara, Acting U.S. trustee for Region 3, appointed seven
creditors of Sports Authority Holdings Inc. to serve on the
official committee of unsecured creditors.  Lawyers at Pachulski
Stang Ziehl & Jones LLP represent the Official Committee of
Unsecured Creditors.


SPORTS AUTHORITY: Selling Store No. 482 Lease for $2.5-Mil.
-----------------------------------------------------------
Sports Authority Holdings, et al., on June 28, 2016, at 10:30 a.m.
(ET) will ask the U.S. Bankruptcy Court for the District of
Delaware to approve the sale the Debtors' leasehold interest in a
non-residential real property lease governing the Debtors'
occupancy of the premises located at 295 E. Main Street, Elmsford,
NY (Store No. 482) to AutoNation, Inc.  The order approving the
bidding procedures in connection with the sale of the Debtors'
executory contracts set a May 11 deadline for binding bids.  Prior
to the bid deadline, the Debtors received only one qualified bid
for the Lease.  The deadline to object to the Debtors' entry into
the AutoNation Agreement is June 21, 2016 at 4:00 p.m. (ET).  

The total consideration to be paid by AutoNation, the assignee, is
$2,500,000.

The Assignee can be reached at:

         AutoNation, Inc.
         200 SW 1st Avenue, 14th Floor
         Fort Lauderdale, Florida 33301
         Attn: Harry Brumley, National Director of Real Estate
         Fax: (954) 769-2067
         Tel: (954) 769-7134

               - and -

         AutoNation, Inc.
         200 SW 1st Avenue, 14th Floor
         Fort Lauderdale, Florida 33301
         Attn: Michael T. Archey, Senior Counsel - Real Estate
         Fax: (954) 769-6622
         Tel: (954) 769-3619

AutoNation's attorneys:

         BLOODWORTH CARROLL, P.C.
         10000 North Central Expressway, Suite 1050
         Dallas, Texas 75231
         Attn: Thomas L. Bloodworth, Esq.
         Fax: (214) 234-2727
         Tel: (214) 234-2722

A copy of the AutoNation Agreement is available for free at:

   http://bankrupt.com/misc/Sports_Authority_2153_Sale_Deal.pdf

                     About Sports Authority

Sports Authority Holdings, et al., are sporting goods retailers
with roots dating back to 1928.  The Debtors currently operate 464
stores and five distribution centers across 40 U.S. states and
Puerto Rico.  The Debtors offer a broad selection of goods from a
wide array of household and specialty brands, including Adidas,
Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and
Fitness, Nike, The North Face, and Under Armour, in addition to
their own private label brands.  The Debtors employ 13,000 people.

Sports Authority and six of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to
16-10533) on March 2, 2016.  The petitions were signed by Michael
E. Foss as chairman & chief executive officer.

The Debtors have engaged Gibson, Dunn & Crutcher LLP as general
counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel,
Rothschild Inc. as investment banker, FTI Consulting, Inc., as
financial advisor and Kurtzman Carson Consultants LLC as notice,
claims, solicitation, balloting and tabulation agent.

Andrew Vara, Acting U.S. trustee for Region 3, appointed seven
creditors of Sports Authority Holdings Inc. to serve on the
official committee of unsecured creditors.  Lawyers at Pachulski
Stang Ziehl & Jones LLP represent the Official Committee of
Unsecured Creditors.


SPORTS AUTHORITY: Sports Direct, Modell's Discuss Joint Bid
-----------------------------------------------------------
Peg Brickley and Lillian Rizzo, writing for Daily Bankruptcy
Review, reported that U.K. sporting goods retailer Sports Direct
International PLC is in talks with Modell's Sporting Goods about a
potential deal to acquire as many as 200 Sports Authority stores
out of the retailer's bankruptcy, according to people familiar with
the situation.

According to the report, Sports Authority revealed in court papers
that it is in advanced discussions regarding a potential sale of
100 to 200 of its stores.  People familiar with the situation told
The Wall Street Journal that Modell's and Sports Direct are
discussing teaming up on a bid for these stores, the report
related.

Bids for Sports Authority store leases are due on June 23, and
stores with leases that go unsold are in danger of going dark, the
report further related.  With going-out-of-business sales in full
swing at some 450 Sports Authority stores, the possible deal could
be the last hope of saving anything of the ailing business, the
report said.

The talks with Modell's and Sports Direct are still ongoing,
however, and could fall apart any time before June 23, one of the
people said, the report added.

                     About Sports Authority

Sports Authority Holdings, et al., are sporting goods retailers
with roots dating back to 1928.  The Debtors currently operate 464
stores and five distribution centers across 40 U.S. states and
Puerto Rico.  The Debtors offer a broad selection of goods from a
wide array of household and specialty brands, including Adidas,
Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and
Fitness, Nike, The North Face, and Under Armour, in addition to
their own private label brands.  The Debtors employ 13,000 people.

Sports Authority and six of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to
16-10533) on March 2, 2016.  The petitions were signed by Michael
E. Foss as chairman & chief executive officer.

The Debtors have engaged Gibson, Dunn & Crutcher LLP as general
counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel,
Rothschild Inc. as investment banker, FTI Consulting, Inc., as
financial advisor and Kurtzman Carson Consultants LLC as notice,
claims, solicitation, balloting and tabulation agent.

Andrew Vara, Acting U.S. trustee for Region 3, appointed seven
creditors of Sports Authority Holdings Inc. to serve on the
official committee of unsecured creditors.  Lawyers at Pachulski
Stang Ziehl & Jones LLP represent the Official Committee of
Unsecured Creditors.


STEVE MURPHY: Hearing Today on $10MM Sale of LLC Interests
----------------------------------------------------------
Counsel to Steve Murphy and Celeste Murphy will appear before the
Honorable Judge Thomas M. Lynch, on June 22, 2016 at 10:30 a.m., to
seek approval of the $10 million sale of the Debtor's interests in
23 LLC's free and clear of all liens, claims, and encumbrances.

Among the assets of the Estate are membership interests in which
the Debtor owns a minority interest.  A list of the 23 LLCs to be
sold is available at:

      http://bankrupt.com/misc/S_Murphy_287_Sale_List.pdf

The Debtor has received the Offer to Purchase for the purchase of
23 of the Debtor's Membership Interests.  Subject to Court
approval, the Debtor proposes to sell the Membership Interests to
Buyer for the purchase price of $10,000,000 upon order of the Court
approving such sale pursuant to the terms of the Offer to
Purchase.

                   $15M Deal With QL Terminated

The Debtor previously received an offer to purchase the Membership
Interest from Quick Liquidity ("QL").  The QL Offer for $15,000,000
was subject to due diligence and QL's qualification that it be
deemed a "Bona fide purchaser" as defined in the Joint Stipulation.
The Debtor filed a Motion to Sell to be heard on June 8, 2016.
Disputes arose between QL and the non-Debtor Members (the "NDM's")
as to the amount and timing of the due diligence required for QL to
obtain financing.

Counsel for the Debtor requested proof of funds from Erickson for
the Offer to Purchase and also e-mailed counsel for QL to request
evidence of the availability of funds to close that were not
contingent.

Counsel for Erickson provided a firm commitment of funds to close
issued by Rockford Bank and Trust that allowed closing before June
30, 2016.

Counsel for QL emailed Counsel for the Debtor that the funds
available to close on the QL Offer were still contingent.  As a
result, the Debtor sent a notice of termination to QL that the
Motion to Sell to QL would be withdrawn.  The Debtor also withdrew
all Motions relating to the sale of the Membership Interests to
QL.

The Debtor signed the Limited Liability Company Membership Interest
Agreement and is seeking approval to sell the Membership Interests
to Erickson pursuant to the terms of the Agreement.

The Debtor believes, as stated in the Notice of Termination sent to
QL, that this non-contingent sale to Erickson is in the best
interests of the estate and will allow it to comply with the terms
of the Joint Stipulation without further order of Court in that the
closing can be held by June 30, 2016, Erickson has non-contingent
funds to close with, the Sale will cease what appears to be
protracted and unresolved litigation with the NDM's, and will
provide the estate with immediate and substantial funds with which
to author a final Plan or Reorganization which will pay creditors a
substantial percentage of the outstanding claims owed.

                  About Steve and Celeste Murphy

Steve Murphy and Celeste Murphy filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Ill. Case No. 13-80740) on March 7, 2013.
The case judge is the Hon. Thomas M. Lynch.

Steve and Celeste Murphy are represented by:

         Michael J. Davis
         BKN Murray LLP
         1500 Eisenhower Lane, Suite 800
         Lisle, IL 60532
         Tel: (630) 915-3999
         E-mail: mdavis@bknmurray.com


STONE ENERGY: To Make $29M Interest Payment on Senior Notes
-----------------------------------------------------------
Bloomberg Brief reported that Stone Energy Corporation said it
would make a $29 million interest payment on its 7.5 percent senior
notes due 2022 on June 14, 2016, after a month's postponement, and
said that it had made its second borrowing-base deficiency payment
of about $29 million.

According to the regulatory filing with the U.S. Securities and
Exchange Commission, on June 14, 2016, Stone Energy elected to make
an approximate $29 million interest payment that was due on June
14, 2016, with respect to its outstanding 7.50% Senior Notes due
2022.  In addition, on June 13, 2016, the Company made the second
borrowing base deficiency payment of approximately $29.2 million
pursuant to the terms of that certain Fourth Amended and Restated
Credit Agreement, dated as of June 24, 2014, among the Company,
certain of the Company's subsidiaries, as guarantors, and the
financial institutions party thereto.

The Company entered into Amendment No. 3 to the Fourth Amended and
Restated Credit Agreement dated as of June 24, 2014, among the
Company, certain of the Company's subsidiaries, as guarantors, and
the financial institutions party thereto.

The Amendment amends the Credit Agreement to (i) increase the
borrowing base to $360.0 million from $300 million, (ii) provide
for no redetermination of the borrowing base until January 15,
2017, other than an automatic reduction upon the sale of certain of
the Company's properties, (iii) permit second lien indebtedness to
refinance the existing convertible notes and senior unsecured
notes, (iv) revise the maximum consolidated funded leverage ratio
to be 5.25x for the fiscal quarter ending June 30, 2016, 6.50x for
the fiscal quarter ending September 30, 2016, 9.50x for the fiscal
quarter ending December 31, 2016 and 3.75x thereafter, (v) require
minimum liquidity of at least $125.0 million until January 15,
2017, (vi) impose limitations on capital expenditures, (vii) grant
the lenders a perfected security interest in all deposit accounts
and (viii) provide for anti-hoarding cash provisions for amounts in
excess of $50.0 million to apply after December 10, 2016.

In connection with the Amendment, on June 14, 2016, the Company
repaid $56.8 million in borrowings under the Credit Agreement,
resulting in the Company having $360 million outstanding under the
Credit Agreement, including $18.3 million of outstanding letters of
credit. Following this payment, the Company has cash on hand of
approximately $185 million.  The Company continues to assess
various strategic alternatives to address its liquidity and capital
structure, including strategic and refinancing alternatives through
a private restructuring, asset sales and a prepackaged or
prearranged bankruptcy filing.

                       About Stone Energy

Stone Energy Corporation (NYSE: SGY) is an oil and natural gas
company
engaged in the acquisition, exploration, development and operation
of
oil and gas properties.  The Lafayette, Louisiana-based Company
operates in the Gulf of Mexico Basin.

                        *     *     *

The Troubled Company Reporter, on June 17, 2016, reported that S&P
Global Ratings said it raised its corporate credit rating on oil
and gas exploration and production company Stone Energy Corp. to
'CCC-' from 'D'.  The outlook is negative.

S&P also raised the issue-level rating on the company's senior
unsecured debt to 'CCC-' from 'D'.  The recovery rating is '3',
indicating S&P's expectation of meaningful (high end of the 50% to
70% range) recovery if a payment default occurs.

The 'CCC-' corporate credit rating reflects the risk that Stone
could elect to file for Chapter 11 and/or restructure its debt
within the next six months.  S&P expects the borrowing base for
the
company's reserve-based lending facility to decrease in the fall,
further pressuring liquidity on top of lower cash flows from
operations.  S&P also notes that the company has an upcoming
$300 million maturity in March 2017, and S&P believes the company
would have trouble accessing capital markets to refinance it given
current market conditions.


SUNEDISON INC: Has Final Court OK to Obtain $300MM in DIP Loans
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
grants final authority for SunEdison, Inc., and certain of its
affiliates to obtain postpetition Senior Secured Superpriority
Debtor-In-Possession Financing in the form of new capital totaling
up to $300 million on a senior secured superpriority basis, of
which up to $125,000,000 will be provided by the Tranche A Lenders
and up to $175,000,000 will be provided by the Tranche B Lenders.

Likewise, the Court authorizes the Debtors to use cash collateral.

The Debtors also obtained the Court's approval of Amendment No. 2
to the Senior Secured Superpriority DIP Credit Agreement.  The
Amendment No. 2 modifies certain provisions in the DIP Credit
Agreement, among other things:

   (a) Applicable Rate: with respect to Letter of Credit Fees is at
3.75% per annum, and an adjusted rate of 3.75% with respect to
Tranche A-1 Roll-Up Loans for any Eurocurrency rate loans and 2.75%
for any base rate loans.

   (b) As of the Petition Date, the aggregate drawn amount of
Prepetition Fully Drawn First Lien Letters of Credit and related
credit extensions is 135,735,470.

   (c) Pursuant to Amendment No. 2, as of the date of entry of the
Final Financing Order, the aggregate Tranche A-1 Roll-Up Dollar
Amount of all Tranche A-1 Roll-Up Lenders is $145,342,368, while
the aggregate Tranche A-2 Roll-Up Dollar Amount of all Tranche A-2
Roll-Up Lenders is $184,216,016.

   (d) Treatment of Second Lien Roll-Up Loans: The Roll-Up Loans
and any superpriority administrative expense claims related thereto
will not be required to be repaid in cash under a plan of
reorganization, and the holders thereof shall be compelled to
accept treatment, including the issuance of equity securities,
notes or other non-cash distributions, under such a plan of
reorganization as affirmatively agreed by holders representing 66
2/3% in amount of Roll-Up Loans and majority in number of the
holders of Roll-Up Loans who vote. In the event the class of
holders of Roll-Up Loans does not vote to accept the plan of
reorganization, holders of Roll-Up Loans agree that the Debtors
have the right to cram down the Roll-Up Loans, and such cram down
treatment shall also be issued to such holders on account of their
Roll-Up Loans held against Non-Debtor Guarantors, but solely to the
extent such cram down treatment is approved under the plan of
reorganization with regard to the Debtor entities.

   (e) Holders of Prepetition Second Lien Claims agree that (a) the
Debtors have the right, under any Acceptable Reorganization Plan,
to cram down the Prepetition Second Lien Claims and (b) the Debtors
may consensually “prime” such Lenders with the New Money DIP
Facility and the DIP L/C Facility and the First Lien and Second
Lien Roll Up Loans. To the extent that the Debtors do not confirm
an Acceptable Reorganization Plan, the holders of Prepetition
Second Lien Claims shall continue to have the guarantees and
security interests as set forth herein.

   (f) Holders of Prepetition Second Lien Claims further agree that
such holders shall not exercise rights to collect the Outstanding
Prepetition Second Lien Obligations balance against such Non-Debtor
Guarantors except (a) in the case of an Event of Default under the
DIP Facility, and, in such event, only to the extent permitted to
pursue remedies pursuant to the Final Order, (b) after such holders
of Outstanding Prepetition Second Lien Obligations have first fully
exhausted all remedies against the Debtor entities, and (c) after
payment in full of the New Money DIP Claims, DIP L/C Claims, and
First Lien and Second Lien Roll-Up Claims.

A full-text copy of the Final DIP Order dated June 9, 2016, with
Budget is available at http://tinyurl.com/gtkyzc3

A full-text copy of Amendment No. 2 dated June 9, 2016, is
available at http://tinyurl.com/hnfem8w

Counsel for Debtors and Debtors in Possession:

       Jay M. Goffman, Esq.
       J. Eric Ivester, Esq.
       SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
       Four Times Square
       New York, New York 10036-6522
       Telephone: (212) 735-3000
       Facsimile: (212) 735-2000
       Email: jay.goffman@skadden.com
              eric.ivester@skadden.com

       -- and --

       James J. Mazza, Jr., Esq.
       Louis S. Chiappetta, Esq.
       SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
       155 N. Wacker Dr.
       Chicago, Illinois 60606-1720
       Telephone: (312) 407-0700
       Facsimile: (312) 407-0411
       Email: james.mazza@skadden.com
              louis.chiappetta@skadden.com



                                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.


SYMPHONIC HOLDINGS: To Auction Off Smithtown, NY Property
---------------------------------------------------------
Symphonic Holdings LLC and T.C. Music Co., Inc., filed bidding
procedures for the sale of real property known as and located at 29
East Main Street, Smithtown, New York, to the bidder tendering the
highest or best offer at a public auction sale.  The Debtors have
not yet identified a purchaser for the assets.  The Debtors intend,
subject to Court approval, to retain a sales agent/auctioneer to
market and sell the assets.  The auction will be held at a place
and time to be determined in the Debtors' discretion following
Court approval of the public sale procedures.

The Debtors' attorneys:

           SILVERMANACAMPORA LLP
           100 Jericho Quadrangle, Suite 300
           Jericho, NY 11753
           Tel: (516) 479-6300
           Gerard P. Luckman
           Janet F. Brunell
           Brian Powers
           E-mai: GLuckman@SilvermanAcampora.com

                     About Symphonic Holdings

Symphonic Holdings LLC and T.C. Music Co., Inc., sought Chapter 11
protection (Bankr. E.D.N.Y. Case No. 16-72228 and 16-72231) on May
18, 2016.  The cases are jointly administered under Case No.
16-72228.  The Debtors tapped Gerard R Luckman, Esq., at
SilvermanAcampora LLP, serves as counsel.

TCM's primary business is renting, selling and repairing musical
instruments to numerous school districts in Suffolk County, New
York.  In addition, TCM provides music lessons for many children on
a weekly basis.  Symphonic is a single asset real estate entity
which owns the Suffolk County property, and TCM operates its
business out of the property.

Symphonic Holdings estimated $500,000 to $1 million in assets and
debt.


TOYS R US: To Refinance 89% of 2017, 2018 Notes
-----------------------------------------------
Bloomberg Brief reported that Toys "R" Us, Inc., reported improving
earnings and said it intends to refinance 89 percent of its 2017
and 2018 notes, a total of $800 million of principle, replacing
them with new 12 percent notes that mature in 2021.

According to a regulatory filing with the U.S. Securities and
Exchange Commission, on June 13, 2016, Toys "R" Us entered into an
agreement with certain holders of the Company's Existing Notes
relating to a refinancing transaction. Pursuant to the Support
Agreement, the Supporting Noteholders have agreed to tender in the
Exchange Offers, approximately 50.2% of the $850 million aggregate
principal amount of the Company’s outstanding 10.375% senior
notes due 2017 and 7.375% senior notes due 2018.

The Support Agreement contemplates the Company and its subsidiaries
pursuing the following transactions:

   * forming a new indirect wholly-owned subsidiary of the Company
(the "ExchangeCo");

   * transferring the equity interests in the entities comprising
substantially all of the Company's Europe, Japan and Australia
operations, as well as Wayne Real Estate Parent Company, LLC and
the Company's approximately 70% interest in Toys (Labuan) Holding
Limited, to ExchangeCo, such that these entities and operations
would be subsidiaries of ExchangeCo; and

   * commencing private exchange offers by ExchangeCo for up to
$400 million of the outstanding principal amount of the 2017 Notes
and for any and all of the outstanding principal amount of the 2018
Notes, in each case, held by "eligible holders," pursuant to
which:

     (i) each eligible holder of the 2017 Notes will have the
option to accept, for each $1,000 principal amount of 2017 Notes
tendered and accepted for exchange on or prior to the early tender
deadline, either (a) if the eligible holder elects to accept new
debt securities only, $1,000 principal amount of new 12.00% senior
secured notes due 2021 of ExchangeCo, or (b) if the eligible holder
elects to accept both new debt securities and cash, total
consideration of $1,000, of which up to $550 (depending on the
percentage of the outstanding Existing Notes that participate in
the Exchange Offers) will be paid in cash, with the remainder paid
in New Secured Notes, subject to a cap on aggregate cash
consideration of $150 million, in each case plus accrued and unpaid
interest to, but not including, the closing date; and

   (ii) each eligible holder of the 2018 Notes will receive, for
each $1,000 principal amount of 2018 Notes tendered and accepted
for exchange on or prior to the early tender deadline, $900
principal amount of New Secured Notes, plus accrued and unpaid
interest to, but not including, the closing date.  The maximum
aggregate principal amount of New Secured Notes issued in the
Exchange Offers (not including New Secured Notes issued for cash or
as payment to the Supporting Noteholders) will not exceed $525
million. The New Secured Notes will be guaranteed by the Company
and certain of the obligors under the Company's European
asset-based lending facility.  The New Secured Notes will be
secured by (i) a first priority stock pledge of the equity
interests of an intermediate holding company of ExchangeCo and
certain intermediate holding companies for the Company's Europe
operations and (ii) a second priority stock pledge of the equity
interests currently pledged in favor of the collateral agent under
the European ABL Facility.

The Support Agreement provides that, subject to certain terms and
conditions, (a) each of the Supporting Noteholders will tender
their 2017 Notes and/or 2018 Notes in the contemplated Exchange
Offers by the early tender deadline and support the refinancing of
the Existing Notes in the manner contemplated by the Support
Agreement and (b) certain of the Supporting Noteholders will elect
the Notes Only Option. In addition, the Support Agreement includes
a commitment, subject to certain terms and conditions, by one of
the Supporting Noteholders to purchase up to $50 million of New
Secured Notes for cash in a private placement, with the proceeds
therefrom to be used to finance a portion of the cash consideration
paid in the Exchange Offers. That Supporting Noteholder and another
Supporting Noteholder have an "MFN right" with respect to certain
New Secured Notes that they will hold.

The Company plans to capitalize ExchangeCo with up to $100 million
of cash contributions. To fund these cash contributions, the
Company plans to use up to approximately $28 million of dividends
from the Asia JV and up to approximately $24 million of
distributions from Propco I, in each case prior to the contribution
of those entities to ExchangeCo. The remaining cash contributions
are expected to be funded from other internal cash sources. The
cash sources for the capitalization of ExchangeCo remain subject to
change in the Company's discretion.

                  *     *     *

The Troubled Company Reporter, on June 20, 2016, reported that
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.

S&P Global Ratings affirmed its ratings on Toys "R" Us Inc.
including the 'B-' corporate credit rating.  The outlook is
stable.

Moody's Investors Service stated that if the exchange offer
announced by Toys "R" Us, Inc. on June 14, 2016 proceeds as
outlined, it will constitute a distressed exchange, which is an
event of default under Moody's definition of default. As a result,
the Probability of Default rating is downgraded to Caa3-PD from
B3-PD.

"We view Toys' proposed exchange as opportunistic and driven by a
confluence of factors, and believe it enhances liquidity as it
takes two meaningful maturities off the table for the next five
years," stated Moody's Vice President Charlie O'Shea. "The
company's B3 corporate family rating is unaffected, and it is our
expectation that if this exchange closes as outlined in the 8K
filed yesterday, the PDR will return to the B3-PD rating level
shortly thereafter."


UCI INTERNATIONAL: Has Interim Approval to Use Cash Collateral
--------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware entered an interim order authorizing UCI International,
LLC and its affiliated debtors to use cash collateral.

The Debtors sought authorization to use the cash collateral of
Prepetition ABL Agent, Credit Suisse AG, Cayman Islands Branch.
According to the Budget submitted by the Debtors, the Debtors
projected Total Third Party Disbursements to reach a total of
$108,822,000 for a 13-week period which starts on the week ending
May 6, 2016 up to the week ending Aug. 19, 2016.

"The Debtors' ability to continue their operations without
interruption is essential for the Debtors to maximize the value of
their estates for the benefit of all stakeholders and avail
themselves of the 'breathing room' afforded by a chapter 11
restructuring.  Absent authority to use Cash Collateral, even for a
short period of time, the Debtors would be forced to undertake
drastic measures such as idling their operations.  Such measures
would result in the loss of virtually all of the Debtors' customers
and, in turn, irreparably damage the Debtors' estates.
Accordingly, because the Debtors' continued use of Cash Collateral
during the pendency of these cases is essential to preserve and
maintain the going-concern value of their estates, the Debtors
request authorization to use Cash Collateral pursuant to the terms
of the Interim Order and the Final Order," the Debtors averred.

Judge Walrath acknowledged that the Debtors' immediate and critical
need to continue using the Prepetition ABL Collateral in order to
permit, among other things, the orderly continuation of the
operation of their businesses, to maintain business relationships
with vendors, suppliers and customers, to make payroll, to make
capital expenditures, and to satisfy other working capital and
operational needs.  Judge Walrath further acknowledged that the
access of the Debtors to sufficient working capital and liquidity
through the use of cash collateral and other Prepetition ABL
Collateral is necessary to preserve and maintain the going concern
value of the Debtors' estates and is vital to the Debtors'
reorganization efforts.

The Debtors' Motion is scheduled for final hearing on June 21, 2016
at 11:30 a.m.

A full-text copy of the Interim Order, dated June 3, 2016, is
available at https://is.gd/UsaWgp

UCI International, LLC, and its affiliated debtors are represented
by:

          Larry J. Nyhan, Esq.
          Jessica C.K. Boelter, Esq.
          Kerriann S. Mills, Esq.
          Matthew E. Linder, Esq.
          SIDLEY AUSTIN LLP
          One South Dearborn Street
          Chicago, IL 60603
          Telephone: (312)853-7000
          Facsimile: (312)853-7036
          E-mail: lnyhan@sidley.com
                  jboelter@sidley.com
                  kmills@sidley.com
                  mlinder@sidley.com

                - and -

          Robert S. Brady, Esq.
          Edmon L. Morton, Esq.
          Ashley E. Jacobs, Esq.
          Elizabeth S. Justison, Esq.
          YOUNG CONAWAY STARGATT & TAYLOR, LLP
          Rodney Square
          1000 North King Street
          Wilmington, DE 19801
          Telephone: (302)571-6600
          Facsimile: (302)571-1253
          E-mail: rbrady@ycst.com
                  emorton@ycst.com
                  ajacobs@ycst.com
                  ejustison@ycst.com

Credit Suisse AG, Cayman Islands Branch, is represented by:

          Adam G. Landis, Esq.
          Matthew B. McGuire, Esq.
          LANDIS RATH & COBB LLP
          919 Market Street, Suite 1800
          Wilmington, DE 19801
          Telephone: (302)467-4400
          Facsimile: (302)467-4450
          E-mail: landis@lrclaw.com
                  mcguire@lrclaw.com

                - and -

          Paul H. Zumbro, Esq.
          Omid H. Nasab, Esq.
          CRAVATH, SWAINE & MOORE LLP
          825 Eighth Avenue
          New York, NY 10019
          Telephone: (212)474-1036
          Facsimile: (212)474-3700
          E-mail: pzumbro@cravath.com
                  onasab@cravath.com

                      About UCI International

UCI International, LLC, headquartered in Lake Forest, Ill.,
designs, manufactures, and distributes vehicle replacement parts,
including a broad range of filtration, fuel delivery systems, and
cooling systems products in the automotive, trucking, marine,
mining, construction, agricultural, and industrial vehicles
markets.  

UCI and its affiliates sought chapter 11 protection (Bankr. D. Del.
Case No. 16-11355) on June 1, 2016.  The Debtors are represented by
lawyers at Sidley Austin LLP.  Alvarez & Marsal provides the
company with financial advice and Moelis & Company LLC is the
Debtors' investment banker.  Garden City Group serves as the
Debtors' Claims Agent.  Wilmington Trust is the Indenture Trustee
for a $400-million issue of 8.625% Senior Notes Due 2019.


UCI INTERNATIONAL: Schedules Deadline Extended to Aug. 1
--------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware granted UCI International, LLC, and its affiliated
debtors an additional time to file their schedules of assets and
liabilities and statements of financial affairs.  Judge Walrath
extended the time by which the Debtors must file their Schedules
and Statements through Aug. 1, 2016.  The extension is without
prejudice to the Debtors' right to seek further extensions of the
deadline to file their Schedules and Statements.

                     About UCI International

UCI International, LLC, headquartered in Lake Forest, Ill.,
designs, manufactures, and distributes vehicle replacement parts,
including a broad range of filtration, fuel delivery systems, and
cooling systems products in the automotive, trucking, marine,
mining, construction, agricultural, and industrial vehicles
markets.  

UCI and its affiliates sought chapter 11 protection (Bankr. D. Del.
Case No. 16-11355) on June 1, 2016.  The Debtors are represented by
lawyers at Sidley Austin LLP.  Alvarez & Marsal provides the
company with financial advice and Moelis & Company LLC is the
Debtors' investment banker.  Garden City Group serves as the
Debtors' Claims Agent.  Wilmington Trust is the Indenture Trustee
for a $400-million issue of 8.625% Senior Notes Due 2019.


ULTRA PETROLEUM: U.S. Trustee Balks at KEIP Plan Approval
---------------------------------------------------------
BankruptcyData.com reported that the U.S. Trustee assigned to the
Ultra Petroleum case and its official committee of unsecured
creditors filed with the U.S. Bankruptcy Court separate objections
to the Debtors' key employee incentive plan.  The U.S. Trustee
asserts, "The Court should deny the Bonus Motion for two reasons.
First, the Bonus Plan violates the strict limitations imposed by
section 503(c) of the Bankruptcy Code (the 'Code').  Despite the
Debtors' attempts to disguise this $6.4 million dollar proposal as
an 'incentive' plan through the use of contrived performance
benchmarks, the evidence demonstrates that the bonus payments are
primarily retentive in nature and thus subject to section
503(c)(1)."  The Trustee also filed a separate objection to the
Debtors' non-insider retention program.  That objection explains,
"Section 503(c)(1) prohibits transfers to insiders 'for the purpose
of inducing such person to remain with the debtor's business'
unless the transfers satisfy the express statutory requirements
cited above.  Here, the Debtors make no showing that the Retention
Motion satisfies section 503(c)(1), but instead argue that its
requirements are inapplicable because the bonus recipients are not
'insiders' of the Debtors. Simply put, bald and self-serving
statements in the Retention Motion (paragraphs 27 and 28) that all
of the identified individuals are not insiders do not provide this
Court with an evidentiary basis to make a conclusion on the status
of these individuals."

                     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.


VERSO CORP: Modifies Third Amended Bankruptcy Plan
--------------------------------------------------
BankruptcyData.com reported that Verso filed with the U.S.
Bankruptcy Court a First Modified Third Amended Joint Plan of
Reorganization.  According to documents filed with the Court,
"Under the Plan: Holders of Allowed Administrative Expense Claims,
Priority Tax Claims, and Priority Non-Tax Claims are paid in full;
Holders of Allowed Claims based on funded indebtedness receive 100%
of the New Common Stock of Reorganized Verso Corporation, with such
stock distributed 50% to Holders of Verso First Lien Claims, 47% to
Holders of NewPage Roll-Up DIP Claims and NewPage Term Loan Claims,
2.85% to Holders of Verso Senior Debt Claims, and 0.15% to Holders
of Verso Subordinated Debt Claims, in each case subject to dilution
caused by the Plan Warrants and the Management Incentive Plan;
Holders of Allowed General Unsecured Claims Against Asset Debtors
receive their pro rata distribution of $3 million in Cash."

                     About Verso Corporation

Verso Corporation claims to be the leading North American producer
of coated papers, which are used primarily in magazines, catalogs,
high-end advertising brochures and annual reports, among other
media and marketing publications.  It employs approximately 5,200
personnel.

Verso Corporation and 26 of its affiliates, including NewPage
Corporation, filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Case Nos. 16-10163 to 16-10189, respectively) on Jan. 26, 2016.

The petitions were signed by David Paterson, the president and
CEO.

The Debtors disclosed total assets of $2.9 billion and total debts
of $3.87 million.

The Debtors have engaged O'Melveny & Myers LLP as general counsel,
Paul, Weiss, Rifkind, Wharton & Garrison LLP as corporate counsel,
Richards, Layton & Finger, P.A. as Delaware counsel, PJT Partners
L.P. as investment banker, Alvarez & Marsal North America, LLC as
financial advisor and Prime Clerk LLC as claims and noticing
agent.

The U.S. Trustee for Region 3 has appointed seven creditors of
Verso Corp. and its affiliates to serve on the official committee
of unsecured creditors.


VISIUM ASSET MANAGEMENT: To Sell Funds After Insider Trading Charge
-------------------------------------------------------------------
Alexandra Stevenson, writing for The New York Times' DealBook,
reported that Visium Asset Management, a multibillion-dollar hedge
fund that is the focus of an insider trading case, will wind itself
down.

According to the report, the firm will sell one of its funds to the
money management firm AllianceBernstein and return money from its
remaining three funds to investors, many of which are state pension
funds, according to a letter sent to investors on June 17.

Two days earlier, federal authorities filed criminal and civil
securities charges against three traders at the firm, including
Sanjay Valvani, a top lieutenant to the founder, the report
related.  The charges included insider trading and mismarking
securities, the report added.

Citing the government investigation, negative publicity and
requests from investors to redeem their money, Jacob Gottlieb, the
firm's founder, told investors that "it became clear that
maintaining the status quo was increasingly untenable for the
firm," the report further related.

The government's insider trading case centers on a former Food and
Drug Administration official, Gordon Johnston, who is accused of
providing inside information about a generic drug approval process
to Mr. Valvani, a portfolio manager for Visium's Balanced fund, the
report said.  In all, Mr. Valvani is said to have made $32 million
in illegal gains from tips Mr. Johnston provided, the report added.


WATERBURY REALTY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Waterbury Realty, LLC
        c/o David Holand
        2447 3rd Avenue
        Bronx, NY 10451

Case No.: 16-11779

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: June 20, 2016

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Hon. Shelley C. Chapman

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  DELBELLO DONNELLAN WEINGARTEN WISE &  
                  WIEDERKEHR, LLP
                  One North Lexington Avenue
                  White Plains, NY 10601
                  Tel: (914) 681-0200
                  Fax: (914) 684-0288
                  E-mail: jpasternak@ddw-law.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by David Holand, authorized member.

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


WILLARD BLANKENSHIP: Unsecureds to Recoup 35.1% Under Plan
----------------------------------------------------------
Willard J. Blankenship on June 6 filed a disclosure statement to
accompany his first amended plan of reorganization that was filed
June 1.

Dr. Blankenship is an 82-year old retired physician. His career
involved medical research and teaching.

Under the Plan, Amerihome Mortgage Co. LLC, which is designated as
Class 1 secured creditor, will be paid in full; the Debtor shall
maintain regular monthly payments until the claim is paid in full.
The source of these payments shall not impact any proceeds to be
paid to Michael Kletchko and Patrick Ruedin, the Class 2 Creditors.
The Class 2 and the Class 3 general unsecured creditors will
receive approximately 35.1% of their allowed claims. In Chapter 7
liquidation general unsecured creditors would receive an estimated
29.8% of their allowed claims. Generally distributions to unsecured
creditors take longer in Chapter 7 liquidation than under the
proposed Plan of Reorganization.

Mr. Kletchko and Mr. Ruedin sued Dr. Blankenship on a variety of
tort theories regarding failures to disclose defects in Dr.
Blankenship's former residence in the Superior Court for the State
of California, County of Orange in 2010. A trial was held in
February 2015 and a judgment in the amount of $664,000 for economic
damages on theories of breach of contract, negligence, intentional
misrepresentation, and concealment has been entered.  Kletchko and
Ruedin have filed a proof of claim in this case (POC 2) on December
22, 2015 in the amount of $1,164,436. If the claim is not reduced
to the amount awarded by the Orange County Superior Court on
October 30, 2015, the Debtor will need to file a claim objection.

In consideration for the treatment granted Class 2 under this Plan,
Kletchko and Ruedin have voluntarily reduced their claim to
$916,762.16, released the lien against the residence as well as a
lien against the Indiana property, in addition to releasing their
Complaint for Non-Dischargeability. Further the bankruptcy estate
shall irrevocably assign all of the estate's legal and equitable
rights and remedies against Prudential Realty and any other known
or unknown tortfeasors relating to the sale of 31401 Holly Drive,
Laguna Beach, California to Messrs. Kletchko and Ruedin.

A copy of the Disclosure Statement is available at:

           http://bankrupt.com/misc/caeb15-28108-0113.pdf

Willard J Blankenship filed a Chapter 11 petition (Bankr. E.D. Cal.
Case No. 15-28108) on October 17, 2015, and is represented by:

          Stephen M. Reynolds, Esq.
          Reynolds Law Corporation
          424 Second Street, Ste. A
          Davis, CA 95616
          Tel: 530 297 5030
          Fax: 530 297 5077
          E-mail: sreynolds@lr-law.net


WILLIAM LINDSEY: Caldwell Has $165,000 Contract to Buy Property
---------------------------------------------------------------
C. McRae Sharpe, Chapter 11 Trustee for the estate of William Edwin
Lindsey, on July 14, 2016, at 10:00 a.m., will ask Judge Howard H.
Baker to approve the sale of property and the stalking horse
expense reimbursement and bidding and auction procedures as
necessary.

Included in the assets of the Debtor's estate are these interests:

   a. Tenant in common interest in the following real property
located in Roane County, Tennessee (the "LEC Properties"):

      * Unit B Bradford Way (Tax ID 058G-C-009.11-002)
      * 218 N 3rd Street (Tax ID 058B-E-012.00)

   b. Tenant in common interest in the following real property
located in Roane County, Tennessee (the "LECH Properties"):

      * Race Street East Parcel (Tax ID 058F-C-005.03)
      * Papa John's Building (Tax ID 058F-C-005.02)

   c. Tenant in common interest in the following real property
located in Roane County, Tennessee (the "LHC Properties"):

      * 100 Village Way:
        -- Unit C (Tax ID 068G-F-003.01-003)
        -- Unit D (Tax ID 068G-F-003.01-004)
        -- Unit E (Tax ID 068G-F-003.01-005)

      * Parker Building Condos on Race Street:
        -- Condo A (Tax ID 058G-E-007.00-001)
        -- Condo CL (Tax ID 058G-E-007.00-003)
        -- Condo E (Tax ID 058G-E-007.00-005)
        -- Condo G (Tax ID 058G-E-007.00-007)

      * Court Street 145 (Tax ID 058G-E-009.00)

   d. 100,000 shares of common stock in Worldwide Interactive
Networks, Inc.

   e. Possible general partnership interests:

      * LEC Properties – 33.3%
      * LECH Properties – 30%
      * LHC Properties – 33.3%

Trustee has entered into an Agreement for Purchase and Sale of
Property ("Agreement"), for the sale, transfer and assignment of
the Property to Matt C. Caldwell ("Caldwell"), subject to Court
approval.

The Agreement provides for payment by Caldwell of $165,000 and
Caldwell's indemnification of Trustee and the bankruptcy estate for
all claims, demands, actions, damages, liabilities, and expenses
(including reasonable attorney fees) arising from or related in any
manner to the Property.

Caldwell understands that the process for Court approval of the
Agreement may include opportunity for competing bids to be
entertained in order to maximize return to the estate; and in that
regard, Caldwell acts as a stalking horse. Caldwell has therefore
requested, and Trustee has agreed, that Caldwell should be entitled
to protections as a stalking horse.  In recognition of the value of
Caldwell's setting the floor for the terms of the sale of the
Property and laying the ground work for other potential bids,
Trustee and Caldwell have agreed that Caldwell should receive a
payment $6,000 ("Stalking Horse Payment") if a higher bid for the
Property is received and ultimately accepted and approved.

Any competing bid ("Competing Bid") must be filed with the Court by
no later than 1:00 p.m. EDST on July 13, 2016.  If one or more
Competing Bids are received complying with the bid procedures, the
Court will adjourn the July 14 hearing to allow the Trustee's
counsel to conduct an immediate auction outside the courtroom among
the complying bidders and Caldwell.

Attorney for the Chapter 11 Trustee:

         Michael W. Ewell
         FRANTZ, MCCONNELL & SEYMOUR, LLP
         P.O. Box 39
         Knoxville, TN 37901
         Tel: (865) 546-9321

                    About William Edwin Lindsey

Knoxville, Tennessee-based William Edwin Lindsey, dba Lindsey &
Associates aka Bill Lindsey aka William E. Lindsey, filed for
Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No. 10-31694) on
April 5, 2010.  Judge Richard Stair, Jr., presides over the case.
Michael H. Fitzpatrick, Esq. -- mhf@jlaw.com -- at Jenkins &
Jenkins Attorneys, PLLC, serves as the Debtor's counsel.  In his
petition, the Debtor estimated $1 million to $10 million in assets
and $10 million to $50 million in debt.


                            *********

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
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herein is obtained from sources believed to be reliable, but is
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are $25 each.  For subscription information, contact Peter A.
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