TCR_Public/160913.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, September 13, 2016, Vol. 20, No. 257

                            Headlines

07-002 REDDING: Creditors to Receive Full Payment Under Ch. 11 Plan
128 INCORPORATED: Confirmation of PMI's Liquidation Plan Affirmed
21ST CENTURY: Appoints William Spalding as President and CEO
ACB RECEIVABLES: Case Summary & 20 Largest Unsecured Creditors
AEP INDUSTRIES: Moody's B2 Rating Unaffected by Sale

AEROPOSTALE INC: PII Transfer Not Consistent with Privacy Policies
AIR-1 FLIGHT: Case Summary & 4 Unsecured Creditors
ALERIS INT'L: Moody's Affirms B3 CFR; Outlook Changed to Developing
ALL WAYS PLUMBING: Hires Orantes Law Firm as Counsel
ALLISON TRANSMISSION: Fitch Affirms 'BB' IDR, Outlook Stable

ALPHATEC HOLDINGS: Completes Sale of Int'l Business to Globus
AMSCO STEEL: Creditors' Panel Hires HSSK for Valuation Analysis
ANNIE'S GOURMET: Hires Corey B. Beck as Attorney
APARTMENT INVESTMENT: Fitch Affirms 'BB' Preferred Stock Rating
ARC MANAGEMENT: Case Summary & 9 Unsecured Creditors

ARCH COAL: Seeks Extension of Exclusive Plan Filing Thru Oct. 7
ARCH COAL: Various Parties Oppose Plan Confirmation
ARICENT TECHNOLOGIES: Moody's Lowers CFR to B3, Outlook Stable
ARMAND EXTERMINATING: Hires White-Boyd as Attorney
ASHBURY HILLSIDE: Ch.11 Trustee Hires C&G for Development Analysis

ASPEN MERGER: S&P Assigns 'B' CCR, Outlook Stable
AVERY LAND: Case Summary & 20 Largest Unsecured Creditors
AZMM LLC: Hires Ogden Murphy as Counsel
BATTALION RESOURCES: Case Summary & 20 Top Unsecured Creditors
BEASLEY BROADCAST: S&P Assigns 'B+' CCR, Outlook Stable

BEASLEY MEZZANINE: Moody's Assigns B2 CFR, Outlook Stable
BEAZER HOMES: Fitch Affirms 'B-' IDR & Revises Outlook to Stable
BEAZER HOMES: Moody's Rates New $300MM Unsec. Notes Due 2022 'B3'
BENJAMIN HALL: Unsecureds to Get $120,000 Under Ch. 11 Plan
BH SUTTON: Hires Meridian as Real Estate Broker

BILL BARRETT: Franklin, et al., Hold 4.2% Stake as of Aug. 31
BONANZA CREEK: S&P Raises CCR to 'CC', Outlook Negative
BREITBURN ENERGY: U.S. Trustee & Committee Oppose Incentive Plan
BRIGHT MOUNTAIN: Recurring Losses Raises Going Concern Doubt
BURCON NUTRASCIENCE: Shareholders Elect Seven Directors

BURGI ENGINEERS: Hires Hegger as Corporate Counsel
C & S COMPANY: Hires David J. Winterton as Counsel
CAESARS ENTERTAINMENT: Apollo, TPG Offered $250MM for Deal
CAESARS ENTERTAINMENT: Bankruptcy Mediator Abruptly Resigns
CALICO VENTURES: Hires McCarthy Reynolds as Counsel

CALVERY SERVICES: Hires McIntyre Thanasides as Counsel
CAMINO AGAVE: IRS Consents to Cash Collateral Use
CANCER GENETICS: Has $5.5 Million Registered Direct Offering
CERVANTES INC: Hires RJAC as Accountant
CHARTER SCHOOL: Taps Henry Haddock as Consulting Expert

CHC GROUP: Akin Gump Represents Ad Hoc Noteholder Group
CHRISTIAN FAMILY CHURCH: Hires Markarian Frank & Hayes as Attorney
CIRCUIT CITY: Toshiba Can't Enforce Subpoena vs Liquidating Trust
CJ HOLDING: Creditors Committee Taps Conway MacKenzie as Advisor
CLAIREX TECHNOLOGIES: Unsecureds To Get $1.5MM Under Plan

CLIFFS NATURAL: Moody's Hikes Corp. Family Rating to Caa1
CM REED ALMEDA: Lien Claimants to Recover Up to $300K Under Plan
CNC FABRICATION: Hires Alice Bower as Attorney
CNC FABRICATION: Meeting to Form Creditors' Panel Set for Oct. 28
CONCENTRA INC: S&P Lowers Rating on Sr. Sec. Debt to 'B+'

CONNEAUT LAKE PARK: Court Confirms Ch. 11 Plan
CROFTON & SONS: Ch.11 Trustee Hires BDO as Financial Advisor & CPA
CROFTON & SONS: Ch.11 Trustee Hires Hahn Loeser as Counsel
CROFTON & SONS: Trustee Hires Warren Averett as Accountants
CROWN HOLDINGS: S&P Rates Proposed EUR310MM Sr. Unsec. Notes 'BB'

CSC HOLDINGS: Moody's Rates Proposed $1.9BB Credit Facility Ba1
CUI GLOBAL: Trigran Investments No Longer a Shareholder
DELAWARE MOTEL: Hires Lou-Ray Associates as Accountant
DELL INC: Fitch Raises Issuer Default Rating to BB+, Outlook Stable
DELL SOFTWARE: Moody's Assigns B2 CFR & Rates 1st Lien Debt B1

DIFFERENTIAL BRANDS: Files Copy of Investor Presentation with SEC
DIFFUSION PHARMACEUTICALS: Names David Kalergis as CEO
DTI HOLDCO: S&P Assigns 'B' CCR & Rates Credit Facilities 'B'
E MENDOZA & CO: Names Nelson Robles-Diaz as Counsel
EMC CORP: S&P Lowers CCR to 'BB+', Off CreditWatch Negative

ENBRIDGE INCOME: DBRS Confirms BB Jr Subordinated Debt Rating
ENERGY XXI: Committee Seeks Vacation of Disclosure Statement Order
ESSER FAMILY: Unsecureds To Recover 2% On Plan Effective Date
EVANS & SUTHERLAND: Appoints New CEO and President
FIELDPOINT PETROLEUM: Credit Line Default Raise Going Concern Doubt

FIRED UP: Vernon Law Replaces Lewis Brisbois as Special Counsel
FORESIGHT ENERGY: Christopher Cline, et al., File Schedule 13D
GAWKER MEDIA: Employs Citrin Cooperman as Independent Auditor
GENERAL PRODUCTS: Creditors' Panel Hires Conway as Fin'l Advisor
GENERAL PRODUCTS: Hires Hilco Industrial as Auctioneer

GK & SONS: Hires Brett A. Elam P.A. as Attorney
GLACIAL MATERIALS: Employs Paramax Corp. as Investment Banker
GOLDEN NUGGET: S&P Raises Rating on $295MM Sr. Notes to 'B-'
GRAND VOLUTE: Hires CK Accounting as Accountant
GRAND VOLUTE: Hires Oppenhuizen as Counsel

GRAY TELEVISION: S&P Rates Proposed $525MM Sr. Unsec. Notes 'B+'
GUIDED THERAPEUTICS: Has Royalty Agreement for Disposable Devices
HALCON RESOURCES: Completes Restructuring and Exits Bankruptcy
HALCON RESOURCES: Completes Restructuring, Exits Chapter 11
HALCON RESOURCES: Court Confirms Pre-Packaged Reorganization Plan

HALCON RESOURCES: Hires KPMG LLP to Provide Valuation Services
HALCON RESOURCES: May Issue 10 Million Shares Under Incentive Plan
HANJIN SHIPPING: Samsung Seeks Court Order to Remove Goods
HANJIN SHIPPING: To Pay Handlers to Unload U.S.-Bound Ships
HARRINGTON & KING: Hires Cushman & Wakefield as Real Estate Broker

HATILLO POOL: Hires Acevedo as Accountant
HEALTH DIAGNOSTIC: LeClairRyan to Pay $20-Mil. to Settle Dispute
HEBREW HEALTH: Creditors' Panel Hires Zeisler as Counsel
HEBREW HEALTH: Hires Altman as Financial Advisors
HEBREW HEALTH: Hires Pullman & Comley as Counsel

HEBREW HEALTH: Hires Rogin Nassau as Special-Purpose Counsel
HEBREW HEALTH: Hires Wiggin as Transactional & Health Care Counsel
HEBREW HEALTH: Taps Siegel O'Connor as Labor Counsel
HECTOR ANIBAL: Unsecureds To Recoup 100% Under Plan
HEMISPHERE MEDIA: Ownership Transfer No Impact on Moody's Ratings

HERTZ CORP: S&P Assigns 'B' Rating on $500MM Sr. Notes Due 2024
HPI PLUMBING: Hires Brett A. Elam P.A. as Attorney
IMAGEWARE SYSTEMS: Sold $2 Million Preferred Shares to Cap 1
INNOVATIVE OBJECTS: Voluntary Chapter 11 Case Summary
INT'L MANUFACTURING: Trustee Hires Baker & McKenzie as Counsel

ION WORLDWIDE: Unsecureds To Recover Lesser of 15% of Claims
IPHONE SOLUTIONS: Hires Correa Business as Counsel
J&A REAL ESTATE: Seeks to Employ Craig A. Diehl as Attorney
JAYUYA MEMORIAL: Hires Feliciano Rios as Financial Consultant
JEROME SYDNEY HEYWARD: Files First Amendment to Plan Outline

JMO WIND DOWN: Unsecureds to Recover 100% Under Plan
KEY ENERGY: S&P Lowers CCR to 'D' on Missed Interest Payment
KINETIC CONCEPTS: S&P Rates $1,750MM 2nd Lien Notes 'B-'
KRONOS ACQUISITION: S&P Affirms 'B-' LongTerm CCR, Outlook Stable
KUBCO DECANTER: Case Summary & 20 Largest Unsecured Creditors

LADDER CAPITAL: Fitch Affirms 'BB' IDR, Outlook Stable
LAS VEGAS JOHN: Hires Larson as General Reorganization Counsel
LATTICE INC: Incurs $924,000 Net Loss in Second Quarter
LEO MOTORS: Amends 58.96 Million Shares Resale Prospectus
LINN ENERGY: Hires KPMG as Auditors and Accounting Advisors

LITHIA CHRISTIAN: Unsecureds to Be From Proceeds of Asset Sale
LOUISIANA-PACIFIC CORP: S&P Rates Proposed $350MM Sr. Notes 'BB'
LPATH INC: Amends Bylaws to Update Forum Selection Clause
LPATH INC: Signs Merger Agreement With Apollo Endosurgery
LUCAS ENERGY: Chairman Richard Azar Owns 37.9% Stake as of Aug. 25

LUCAS ENERGY: Sold 53 Shares of C Stock for $500,000
MARION MICHELLE: City of West Richland Seeks Ch. 11 Trustee
MAX EXPRESS: Creditors' Panel Hires Braun as Property Appraiser
MAZOR'S BAKERY: Unsecureds To Get 3%-10% Recovery
MCDONALD BUILDING: Voluntary Chapter 11 Case Summary

MEDIWARE INFORMATION: Moody's Assigns B2 Corporate Family Rating
MONITRONICS INT'L: Moody's Assigns B2 Rating on New Secured Debt
MONITRONICS INT'L: S&P Cuts CCR to B- on Weaker Operating Metrics
NAVISTAR INT'L: Fitch Puts 'CCC' IDR on Rating Watch Positive
NAVISTAR INTERNATIONAL: Reports $34M Net Loss for 3rd Quarter

NAVISTAR INTERNATIONAL: S&P Puts 'CCC+' CCR on CreditWatch Pos.
NEENAH FOUNDRY: Moody's Lowers CFR to Caa1, Outlook Negative
NEUSTAR INC: S&P Raises Rating on Sr. Secured Facility 'BB+'
NEWLEAD HOLDINGS: KCG Americas Reports 10.35% Stake as of Aug. 31
NOVELIS CORP: S&P Rates New $1.5BB Sr. Unsecured Notes 'B'

OAK RIVER ASSET: Names Sierra's Lawrence Perkins as CRO
OMINTO INC: Appoints New Chief Operating Officer
ONCOBIOLOGICS INC: Maturing Notes Raises Going Concern Doubt
PAYSON PETROLEUM: Ch.11 Trustee Hires Snow Spence as Counsel
PDC ENERGY: Moody's Assigns B2 Rating on $175MM Convertible Notes

PEAK WEB: Dispute with Machine Zone Remanded to State Court
PERFORMANCE SPORTS: BlackRock Reports 3.6% Stake as of Aug. 31
PLANET MERCHANT: Hires McGill, Gotsdiner as Attorney
POLYCOM INC: Moody's Assigns B2 CFR & Rates $800 1st Lien Debt B1
POLYCOM INC: S&P Assigns 'B' CCR & Rates $800MM Facility B+

PRITHVI CATALYTIC: Court Denies Bid to Amend Suit vs. Beyondsoft
PUERTO RICO: Moody's Says Banks Can Absorb Additional Stress
Q AND Q REALTY: Case Summary & 4 Unsecured Creditors
QUALITY CARE: Moody's Assigns B2 Corp Family Rating, Outlook Stable
QUALITY CARE: S&P Assigns 'B+' CCR, Outlook Stable

REDBOX AUTOMATED: S&P Assigns B CCR & Rates $440MM Facilities B+
REHOBOTH MCKINLEY: Fitch Maintains 'B' Bonds Rating on Watch Neg.
RESOLUTE FOREST: Moody's Cuts Senior Unsecured Notes Rating to B1
RESOLUTE FOREST: S&P Lowers Rating on Sr. Unsecured Notes to 'B+'
RICE BUILDING: Balance of Sale Proceeds to Fund Unsecureds Payment

ROBERTS BROADCASTING: Malpractice Suit Referred to Bankr. Court
ROTARY DRILLING: Panel Hires Stout Risius as Financial Advisors
SAEXPLORATION HOLDINGS: Moody's Withdraws Caa2 CFR
SANDRIDGE ENERGY: Bankruptcy Court Confirms Plan of Reorganization
SEAHAWK HOLDINGS: S&P Assigns 'B' CCR, Outlook Stable

SED INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors
SIGNAL GENETICS: Insufficient Cash Raises Going Concern Doubt
SM ENERGY: S&P Assigns 'B+' Rating on New $500MM Sr. Unsec. Notes
SPECTRUM BRANDS: Moody's Affirms B1 Corporate Family Rating
STONE PANELS: Creditors' Panel Hires Culhane Meadows as Counsel

SUPERVALU INC: Fitch Affirms 'B' IDR, Outlook Stable
TEAM ALLOYS: TA Acquisition to Hold Public Sale Today
TERRY WILLIAMS: Unsecureds to Get 15% Under Ch. 11 Plan
TRU TAJ: Fitch Assigns CCC Rating on $583MM Sr. Secured Notes
VALLEJO, CA: Man Beaten by Police Entitled to $50K, Court Says

VERSUM MATERIALS: Moody's Assigns Ba2 CFR; Outlook Stable
VERTELLUS SPECIALTIES: Court Approves Sale of Assets to Lenders
VICTOR SEIJAS: Unsecureds to Get Less 0.20% if BoA Prevails in Lien
VIZIENT INC: S&P Affirms 'B' CCR on Pact to Sell Subsidiary
WALTER ENERGY: Court Approves Sale of Canadian Assets to Conuma

WESLEY MEDICAL: Hires Hall Booth Smith as Counsel
ZAMINDAR PROPERTIES: Case Summary & 2 Unsecured Creditors
[*] Deloitte's Robichaux Bags TMA Award for CRO Work at Toumey
[^] Large Companies with Insolvent Balance Sheet

                            *********

07-002 REDDING: Creditors to Receive Full Payment Under Ch. 11 Plan
-------------------------------------------------------------------
07-002 Redding Business Trust filed a Second Amended Disclosure
Statement dated Sept. 6, 2016, to accompany its Chapter 11-exit
plan.  A full-text copy of the Plan outline is available at:

         http://bankrupt.com/misc/13-11151-245.pdf

The Plan proposes payment of 100% of the total Class 1a claims,
estimated at $292,816, from the sale of the property in 2501 South
Bonnyview Road, Redding, California, and payment of 100% of the
total Class 1b claims, estimated at $890,288, from the sale of the
property in 4675 Bechelli Lane, Redding, California.  Priority
unsecured claims (Class 2), estimated at $1,625, will also be paid
100%.

General unsecured claims (Class 3), estimated at $44,536, will be
paid 100% from the sale proceeds.  Class 4 equity holders will
receive a pro rata payment.

07-002 Redding Business Trust, based in Las Vegas, filed a Chapter
11 petition (Bankr. D. Nev. Case No. 13-11151) on February 15,
2013.  The Hon. Mike K. Nakagawa presides over the case.  

The Debtor is represented by Timothy P. Thomas, Esq., in Las Vegas,
Nevada.


128 INCORPORATED: Confirmation of PMI's Liquidation Plan Affirmed
-----------------------------------------------------------------
Judge Elizabeth A. Kovachevich of the United States District Court
for the Middle District of Florida, Tampa Division, affirmed the
bankruptcy court's orders confirming the chapter 11 plans of
liquidation filed by Premium Mortgage, Inc., and denied the motion
to dismiss or convert the appellants' banruptcy cases filed by the
United States Trustee.

The appellants, 128 Incorporated, West Edge, Inc., West Edge II,
Inc., and Duval at Gulf Harbors, LLC, challenged the bankruptcy
court's decision to confirm PMI's plans of liquidation, rather than
convert the cases to chapter 7.  The appellants argued that the
bankruptcy court abused its discretion by:

     (1) failing to dismiss or convert the appellants' bankruptcy
         cases based on the appellants' failure to file amended
         chapter 11 plans prior to the November 12, 2015 deadline
         set by the bankruptcy court;

     (2) allowing PMI to withdraw its 1111(b) elections with
         respect to certain chapter 11 plans filed by the
         appellants; and

     (3) refusing to allow Camille Lurillo, Esq. to access
         $50,000.00 in the appellants' debtor-in-possession
         accounts to fund her retainer.

Judge Kovachevich held that dismissal or conversion was not
required pursuant to Section 1112(b) of the Bankruptcy Code.  The
judge explained that Section 1112(b)(4)(J) only applies if there
has been a "failure to file a disclosure statement, or to file or
confirm a plan, within the time fixed by this title or by order of
the court."  The judge found that the record demonstrates that
there were plans and disclosure statements "on file" when the court
considered the motion to dismiss or convert, namely the plans filed
by PMI.  Thus, Judge Kovachevich concluded that while the
appellants may have missed the November 12, 2015 deadline to amend
their chapter 11 plans, there were nevertheless plans and
disclosure statements before the bankruptcy court when it conducted
the December 3, 2015 hearing and, accordingly, by its own terms,
Section 1112(b)(4)(J) did not require dismissal or conversion.

Judge Kovachevich also held that the bankruptcy court did not err
in permitting PMI to withdraw its 1111 (b) elections.  The judge
found that the amendments to the appellants' chapter 11 plans
constituted "material alteration[s]" of the plans, such that PMI
was authorized to withdraw its previous 1111 (b) elections.

Lastly, Judge Kovachevich held that the bankruptcy court's decision
to restrict Ms. Lurillo's access to the debtor-in-possession
accounts was proper.  The bankruptcy court was essentially faced
with three options: (1) convert the cases to chapter 7; (2) confirm
PMI's plans, which proposed to pay nearly 100% of unsecured claims;
or (3) allow the estates to expend $50,000 to propose amended
competing plans.  Judge Kovachevich  found that clearly, the third
option was the least desirable, as it would have diminished the
estates' cash position without providing creditors with any
guarantee that the funds could be recovered.

The case is 128 INCORPORATED, WEST EDGE II, INC., DUVAL AT GULF
HARBORS, LLC, and WEST EDGE, INC., Appellants, v. PREMIUM MORTGAGE,
INC. and MARK C. HEALY, PLAN ADMMINISTRATOR, Appellees, Case No.
8:16-cv-32-T-17 (M.D. Fla.).

A full-text copy of Judge Kovachevich's August 16, 2016 order is
available at https://is.gd/YQIsHa from Leagle.com.

West Edge II, Inc., Duval at Gulf Harbors, LLC, West Edge, Inc. are
represented by:

          Thomas A. Burns, Esq.
          BURNS, PA
          301 West Platt Street, Suite 137
          Tampa, FL 33606
          Tel: (813)642-6350
          Fax: (813)642-6350
          Email: tburns@burnslawpa.com

Mark C. Healy, Plan Admministrator is represented by:

          John L. Dicks, II, Esq.
          Steven R. Wirth, Esq.
          AKERMAN LLP
          401 East Jackson Street, Suite 1700
          Tampa, FL 33602
          Tel: (813)223-7333
          Fax: (813)223-2837
          Email: john.dicks@akerman.com
                 steven.wirth@akerman.com

Premium Mortgage, Inc. is represented by:

          Steven R. Wirth, Esq.
          AKERMAN LLP
          401 East Jackson Street, Suite 1700
          Tampa, FL 33602
          Email: steven.wirth@akerman.com

                    About 128 Incorporated

128 Incorporated, based in New Port Richey, FL, filed a Chapter 11
petition (Bankr. M.D. Fla. Case No. 14-03688) on April 1, 2014.
The Hon. Michael G. Williamson presides over the case.  Buddy D.
Ford, Esq., at Buddy D. Ford, P.A. serves as bankruptcy counsel.

In its petition, the Debtor estimated $0 to $50,000 in assets and
$1 million to $10 million in liabilities.  The petition was signed
by Harry Pappas, president.


21ST CENTURY: Appoints William Spalding as President and CEO
------------------------------------------------------------
21st Century Oncology Holdings, Inc., the largest global provider
of integrated cancer care services, announced that its board of
directors has appointed William (Bill) R. Spalding as president and
CEO, effective immediately.  He succeeds company founder Dr. Daniel
Dosoretz, who will continue as a director and will transition to
serving as a full-time senior physician with the company.

Spalding, 58, was appointed a director of the company in May.  He
brings more than three decades of experience leading complex
healthcare businesses and providing governance leadership.

Dr. Dosoretz, a pioneer in cancer care, grew 21st Century Oncology
into a global oncology network.  Today, the company is the largest
provider of radiation therapy in the U.S.

"I am immensely proud of the organization we have built and the
progress we have achieved," said Dr. Dosoretz.  "Our integrated
model is what the evolving health care market demands, and we
possess the ingredients to further strengthen our position as the
preeminent provider of cancer treatment.  I wish Bill the best of
luck in leading the company to continue to grow and thrive."

"Dr. Dosoretz and his colleagues built a remarkable organization
with unparalleled size, scale and relevance in the delivery of
academic-quality, integrated cancer care," said Spalding.  "With
our distinct, integrated business model, we are well-positioned to
build on this legacy in the evolving healthcare reform environment.
I look forward to working with our employees, physicians and
partners as we continue to focus on our unwavering commitment to
serving our patients and to providing high quality, efficient
care."

Spalding was formerly chief executive officer of PharMEDium
Healthcare Holdings from January 2014 through its sale to
AmerisourceBergen Corporation in November 2015.  Previously, he was
executive vice president, strategy and managed care of CVS Caremark
Corporation and executive vice president, strategic initiatives of
Caremark Rx, Inc.  Earlier in his career, Spalding was a senior
partner and member of the policy committee and practice group
leader at the international law firm, King and Spalding, LLP.  In
addition, besides serving as a director of PharMEDium Healthcare
Holdings, Spalding is a board member for MedVantx Corporation, and
previously served as a member of the SecureWorks Corp. board of
directors and the Carter Presidential Center Board of Counselors.
He received his Bachelor of Arts degree from Dartmouth College and
Juris Doctor Degree from Washington & Lee University School of
Law.

Rob Rosner, board chairman of 21st Century Oncology and
co-president of Vestar Capital Partners, said, "Dr. Dosoretz has
made an indelible mark on the organization, and we are grateful to
him for his passionate leadership, which laid the foundation for
its growth and achievement of recognized preeminence in the
industry.  As we embark on our next phase of growth, we will rely
on the experience, vision and leadership of Bill, who is a skilled
health care executive and an established track record of growth and
success."

In conjunction with the CEO transition, the Board voted to reduce
its size to six directors from eight.  Dr. Howard Sheridan,
director since 1988, and Erin Russell, director since February
2008, will transition from the Board.

The Company also announced that Canada Pension Plan Investment
Board (CPPIB), a professional investment management organization,
has purchased an additional $25 million of preferred stock in the
company.

Pursuant to the terms of an Executive Employment Agreement, dated
Sept. 8, 2016, by and between the Company and Mr. Spalding, Mr.
Spalding will receive a minimum annual base salary of $500,000 and
an annual performance-based incentive bonus with a target of not
less than 200% of his base salary (provided that Mr. Spalding's
target bonus will be $580,000 for 2016), to be earned based upon
attainment of one or more pre-established performance goals set by
the Company's board of directors or the compensation committee. Any
earned bonus will be paid in accordance with the Company's annual
incentive plan applicable to similarly situated executives of the
Company and its subsidiaries, as in effect from time to time.

Additional information is available for free from the SEC's website
at https://is.gd/RurDz4

                       About 21st Century

21st Century Oncology, Inc., formerly known as Radiation Therapy
Services, Inc. ("RTS") owns and operates radiation treatment
facilities in the US and Latin America.

21st Century reported a net loss of $127 million on $1.07 billion
of total revenues for the year ended Dec. 31, 2015, compared to a
net loss of $353 million on $1.01 billion of total revenues for the
year ended Dec. 31, 2014.

As of Dec. 31, 2015, the Company had $1.12 billion in total assets,
$1.39 billion in total liabilities, $390 million in series A
convertible redeemable preferred stock, $19.2 million in redeemable
non-controlling interests and a total deficit of $675 million.

                           *     *     *

As reported by the TCR on Feb. 27, 2015, Moody's Investors Service
upgraded 21st Century Oncology, Inc.'s Corporate Family Rating and
Probability of Default Rating to B3 and B3-PD, respectively.
The upgrade of the Corporate Family Rating to B3 and SGL to SGL-2
reflects the receipt of a $325 million preferred equity investment
from the Canada Pension Plan Investment Board and subsequent debt
reduction.

As reported by the TCR on May 20, 2016, S&P Global Ratings lowered
its corporate credit rating on 21st Century to 'CCC' from 'B-' and
placed the rating on CreditWatch with negative implications.


ACB RECEIVABLES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: ACB Receivables Management, Inc.
        19 Main Street
        Asbury Park, NJ 07712

Case No.: 16-27343

Chapter 11 Petition Date: September 9, 2016

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

Judge: Hon. Christine M. Gravelle

Debtor's Counsel: David A. Ast, Esq.
                  DAVID ALAN AST, P.C.
                  222 Ridgedale Ave.
                  PO Box 1309
                  Morristown, NJ 07962-1309
                  Tel: (973) 984-1300
                  Fax: (973) 984-1478
                  Email: davidast@davidastlaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Oleg Shnayderman, president.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb16-27343.pdf


AEP INDUSTRIES: Moody's B2 Rating Unaffected by Sale
----------------------------------------------------
Moody's Investors Service said AEP Industries, Inc.'s (B2 stable)
ratings and outlook are not immediately impacted by Berry Plastics
Group, Inc.' (B1 under review for downgrade) announcement that it
has entered into a definitive merger agreement to acquire all of
the outstanding shares of AEP in a cash and stock transaction.
AEP's debt is expected to be refinanced in the transaction which
would result in the withdrawal of the ratings.  However, if the
debt is not refinanced or the deal does not close as proposed,
Moody's will assess the rating impact, if any, based upon the facts
and circumstance of the new terms.

Montvale, New Jersey, based AEP Industries Inc. is a leading
producer of polyethylene, polyvinyl chloride and polypropylene
flexible packaging products.  The company supplies plastic films,
bags, sacks and labels for variety of industries including
transportation, food and beverage, automotive, pharmaceutical,
construction and agriculture.  AEP has seven product lines: custom
films (31% of total 2015 revenues), stretch (pallet) wrap (29%),
food contact (15%), PROformance films (6%), printed and converted
films (3%), canliners (13%) and other products and specialty films
(3%).  The primary resins used are PVC and polyethylene.  AEP
generates most of its sales in the United States and Canada.  AEP's
revenues totaled $1.1 billion for the twelve months ended April 30,
2016.


AEROPOSTALE INC: PII Transfer Not Consistent with Privacy Policies
------------------------------------------------------------------
Warren E. Agin, the Consumer Privacy Ombudsman for Aeropostale,
Inc., et al., filed a report with the United States Bankruptcy
Court for the Southern District of New York saying the proposed
transfer of the Personally Identifiable Information (PII) by the
Debtors is not consistent with the Debtors' existing privacy
policies.

On July 29, 2016, the Debtors filed their Second Amended Joint Plan
of Reorganization, which proposed a sale of all or a portion of the
Debtors business assets through a public auction.

The Debtors' proposed sale contemplates a transfer of PII in
connection with that sale. The transaction also contemplates the
Agents conducting inventory sales through physical stores and the
Debtors' websites, and contemplates that the Agents have access to
PII in connection with those sales.

The names, addresses, e-mail addresses, and non-mobile telephone
numbers constitute PII for purposes of Section 101(41A) of the
Bankruptcy Code, as do the customers' mobile phone number, username
and password, and IP addresses, when associated with a user's name,
address, or e-mail address.

The CPO reported that the proposed asset sale should be conditioned
to protect Customer's rights in their information. Conditions
should be placed on the buyer's receipt and use of Customer
Information because the current privacy policies do not provide
adequate notice to consumers of the potential for transfer of PII.

The PCO added that the buyer should agree to (a) employ appropriate
security controls and procedures (technical, operational, and
managerial) to PII; (b) abide by all applicable laws and
regulations with respect to PII; (c) agree to abide by the Debtor's
privacy policies, and privacy related promises made in the Debtor's
terms of service, in effect at the Petition Date and governing the
specific PII; (d) and agree to respect all prior requests by an
individual to opt-out from receipt of marketing messages. Absent
prior express consent from a customer, the buyer's future use of
PII should be limited to the purposes of continuing business
operations and continuing to provide goods and services to the
individual.

                       About Aeropostale Inc.

Aeropostale, Inc. (OTC Pink: AROPQ) is a specialty retailer of
casual apparel and accessories, principally serving young women and
men through its Aeropostale(R) and Aeropostale Factory(TM) stores
and website and 4 to 12 year-olds through its P.S. from Aeropostale
stores and website.  The Company provides customers with a focused
selection of high quality fashion and fashion basic merchandise at
compelling values in an exciting and customer friendly store
environment.  Aeropostale maintains control over its proprietary
brands by designing, sourcing, marketing and selling all of its own
merchandise.  As of May 1, 2016 the Company operated 739
Aeropostale(R) stores in 50 states and Puerto Rico, 41 Aeropostale
stores in Canada and 25 P.S. from Aeropostale(R) stores in 12
states.  In addition, pursuant to various licensing agreements, the
Company's licensees currently operate 322 Aeropostale(R) and P.S.
from Aeropostale(R) locations in the Middle East, Asia, Europe, and
Latin America.  Since November 2012, Aeropostale, Inc. has operated
GoJane.com, an online women's fashion footwear and apparel
retailer.

Aeropostale, Inc., and 10 of its affiliates each filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 16-11275) on May 4, 2016.  The petitions were signed
by Marc G. Schuback as senior vice president, general counsel and
secretary.

The Debtors listed total assets of $354.38 million and total debts
of $390.02 million as of Jan. 30, 2016.

The Debtors have hired Weil, Gotshal & Manges LLP as counsel; FTI
Consulting, Inc., as restructuring advisor; Stifel, Nicolaus &
Company, Inc., and Miller Buckfire & Company LLC as investment
bankers; RCS Real Estate Advisors as real estate advisors; Prime
Clerk LLC as claims and noticing agent; Stikeman Elliot LLP as
Canadian counsel; and Togut, Segal & Segal LLP as conflicts
counsel.

Judge Sean H. Lane is assigned to the cases.

The U.S. trustee for Region 2 on May 11, 2016, appointed seven
creditors of Aeropostale Inc. to serve on the official committee of
unsecured creditors.  The Committee hired Pachulski Stang Ziehl &
Jones LLP as counsel.


AIR-1 FLIGHT: Case Summary & 4 Unsecured Creditors
--------------------------------------------------
Debtor: Air-1 Flight Support, Inc.
        500 University Drive, Suite 110
        Jupiter, FL 33458

Case No.: 16-22207

Chapter 11 Petition Date: September 1, 2016

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Hon. Erik P. Kimball

Debtor's Counsel: Brian K. McMahon, Esq.
                  BRIAN K. MCMAHON, P.A.
                  1401 Forum Way, 6th Floor
                  West Palm Beach, FL 33401
                  Tel: 561-478-2500
                  Fax: 561-478-3111
                  E-mail: briankmcmahon@gmail.com

A copy of the Debtor's list of four unsecured creditors is
available for free at http://bankrupt.com/misc/flsb16-22207.pdf

The Debtor had filed an ex-parte motion to convert its Chapter 7
case to a case under Chapter 11 of the Bankruptcy Code.  Since this
case has not been previously converted, the Court finds that the
Debtor is entitled to be a debtor under Chapter 11.  The conversion
order, as copy of which is available for free at --
https://is.gd/Vgz5qf -- was entered on Sept. 2, 2016.


ALERIS INT'L: Moody's Affirms B3 CFR; Outlook Changed to Developing
-------------------------------------------------------------------
Moody's Investors Service changed Aleris International Inc.'s
outlook to developing from stable.  At the same time, Moody's
affirmed Aleris' B3 Corporate Family Rating, B3-PD Probability of
Default Rating, B2 secured notes rating and Caa2 senior unsecured
notes rating.  The speculative grade liquidity rating of SGL-3 is
unchanged.

The change in outlook results from Aleris' announcement that it has
entered into a definitive agreement to be acquired by Zhongwang USA
LLC.  Mr Liu Zhongtian is the majority owner and heads Zhongwang
USA LLC.  The transaction is valued at
$2.33 billion, which is comprised of $1.11 billion in cash for
equity plus $1.22 billion in net debt.  At June 30, 2016, Aleris
reported $1.32 billion in debt (prior to Moody's standard
adjustments) and $75 million in cash.

The developing outlook reflects the lack of clarity surrounding the
acquisition in terms of how it will be financed, whether any change
in control is triggered, and what the impact on Aleris' capital
structure might be.  Also captured in the outlook is the
uncertainty surrounding the strategic objectives of Zhongwang USA
LLC and execution on Aleris' growth strategy and investment
requirements.

The transaction remains subject to regulatory approvals and other
closing conditions.

Issuer: Aleris International Inc.

Affirmations:

  Probability of Default Rating, Affirmed B3-PD
  Corporate Family Rating, Affirmed B3
  Senior Secured Regular Bond/Debenture due 2021, Affirmed B2
   (LGD3)
  Senior Unsecured Regular Bond/Debenture due 2020, Affirmed Caa2
   (LGD5)

Unchanged:
  Speculative Grade Liquidity Rating, unchanged at SGL-3

Outlook Actions:
  Outlook, Changed To Developing From Stable

                         RATINGS RATIONALE

Aleris' B3 CFR reflects the company's high leverage and weak debt
protection metrics, as a result of pressure on performance in
recent years from the aerospace inventory overhang, tightened scrap
spreads and other challenges in the company's markets both in North
America and Europe.  In addition, major strategic investments have
continued to result in negative free cash flow. While the downtrend
in the company's performance appears to have bottomed, improvement
in debt protection metrics and moderation in the leverage position
are expected to occur only gradually through 2017 and into 2018.

The rating considers Aleris' strong market position, end-market
diversification and value added capabilities, particularly in
aerospace and automotive products, as well as its long-term
customer relationships and adequate liquidity.

Upward rating movement is possible if the company can maintain
leverage, as measured by the debt/EBITDA ratio of no more than 5x
and EBIT/interest of at least 2x.  The rating could be downgraded
should debt/EBITDA be sustained above 5.5x.

The principal methodology used in these ratings was Global Steel
Industry published in October 2012.

Headquartered in Beachwood, Ohio, Aleris is a global aluminum
rolled products company with operations in North America, Europe
and China.  For the twelve months ended June 30, 2016, the company
reported revenues of $2.8 billion.


ALL WAYS PLUMBING: Hires Orantes Law Firm as Counsel
----------------------------------------------------
All Ways Plumbing, Inc., seeks authorization from the U.S.
Bankruptcy Court for the Central District of California to employ
the Orantes Law Firm as general insolvency counsel.

The Debtor requires the Firm to:

    a. bring forward a plan of reorganization expeditiously, as
well as provide the Debtor more general services, such as to advise
the Debtor with respect to compliance with the requirements of the
Office of the United States Trustee;

    b. advise the Debtor regarding matters of bankruptcy law,
including its rights and remedies in regard to its assets and in
regard to the claims of creditors;

    c. represent the Debtor in any proceeding or hearings on the
Bankruptcy Court and in any action in any other court where the
Debtor's right under the Bankruptcy Code may be litigated or
affected , subject to the Firm's specific agreement;

    d. conduct examination to witness, claimants. or adverse
parties and to prepare and assist in the preparation of reports,
accounts, and pleadings related to this Chapter 11 case including
reviewing, note drafting , monthly operating reports;

    e. advise the Debtor concerning the requirements of the
Bankruptcy Court and applicable rules as the same affect Debtor in
these proceedings;

    f. assist the Debtor in the negotiation, formulation,
confirmation, and implementation of a Chapter 11 case; and

    g. take other action and perform other services as the Debtor
may require of the firm in connection with this Chapter 11 case.

Orantes lawyers and paralegals who will work on the Debtor's cases
and their hourly rates are:

     Giovanni Orantes                      $500
     Associates                            $250-$500
     Claudia M. Hurtado, Paralegal         $160
     Kristy Lozoya, Paralegal              $160
     Andrea Castro, Paralegal              $160
     Norma Yacinthe, Paralegal             $160

Starting on or about July 12, 2016, the Firm received $20,000 as a
classic retainer (exclusive of the $1,717 filing). Of the initial
$20,000, $5,000 was earned pre-petition, leaving a balance of
$15,000.

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

Giovanni Orantes of Orantes Law Firm, 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 Debtor and its estates.

The Firm may be reached at:

      Giovanni Orantes, Esq.
      Orantes Law Firm
      3435 Wilshire Blvd., Suite 2920
      Los Angeles, Ca 90010
      Telephone: (213)389-4362
      Facsimile: (877) 789-5776
      E-mail: go@gobklaw.com

                   About All Ways Plumbing??????

All Ways Plumbing, Inc. is a contractor that provides plumbing???
services and repairs for commercial and multi-dwelling
real???estate.  ??????The Debtor sought protection under Chapter 11
of the Bankruptcy??? Code (Bankr. C.D. Cal. Case No. 16-12103) on
July 20, 2016.????The petition was signed by Edward Sias, president
and managing officer.

??????At the time of the filing, the Debtor estimated assets of
less than $50,000 and liabilities of $100,001 to $500,000.



ALLISON TRANSMISSION: Fitch Affirms 'BB' IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings for
Allison Transmission Holdings, Inc. (ALSN) and its subsidiary,
Allison Transmission, Inc. (ATI) at 'BB'.  In addition, Fitch has
affirmed the ratings on ATI's secured Term Loan B-3 and secured
revolving credit facility at 'BB+/RR1'.  Fitch has also assigned an
expected rating of 'BB(EXP)/RR4' to ATI's proposed issuance of
senior unsecured notes.

The Rating Outlooks for ALSN and ATI are Stable.

                        KEY RATING DRIVERS

The ratings of ALSN and ATI continue to be supported by the
company's high margins and strong free cash flow (FCF), set against
a backdrop of elevated leverage.  ALSN continues to lead the global
market for fully automatic transmissions for commercial vehicles,
off-road machinery and military equipment.

ALSN's market position in North America remains very strong, with
98% of the school buses and 77% of the medium-duty commercial
trucks manufactured in the region delivered with the company's
transmissions in 2015.  In addition, 61% of the Class 8 straight
trucks and 40% of the Class A motorhomes produced in North America
in 2015 were manufactured with the company's transmissions.  Unlike
most Tier 1 suppliers, ALSN has a brand name that is recognized by
end users, and its transmissions command a price premium in the
market.  Over time, Fitch expects the market for commercial vehicle
automatic transmissions to grow in North America as truck operators
increasingly choose automatic transmissions for increased fuel
efficiency.  Automatic transmissions also increase the pool of
available drivers for end users, which is becoming increasingly
important as driver turnover in the trucking industry remains high.


Outside North America, ALSN's market position is significantly
smaller, as the penetration of automatic transmissions in
commercial vehicles remains relatively low.  However, outside North
America, acceptance of fully automatic transmissions is growing,
particularly for certain types of vocational vehicles, such as
buses and fire engines.  This has been especially true in certain
emerging markets like China and India, where ALSN is well
positioned for future growth opportunities.  Over the longer term,
Fitch expects automatic transmissions to gain in popularity among
commercial vehicle end users for many of the same reasons that
automatic transmissions are increasingly used in North America.

Fitch's concerns continue to include the heavy cyclicality of the
global commercial vehicle and off-highway equipment markets,
volatile raw material costs, the relative lack of global
diversification in ALSN's current business mix, moderately high
leverage and a concentrated debt maturity schedule.  However, it is
notable that the company's transmissions are tend to be used
primarily in the vocational truck market, which is generally less
cyclical than the Class 8 linehaul tractor market, as Class 8
linehaul tractors continue to be primarily delivered with manual
transmissions.  Nevertheless, a broad-based global downturn in
commercial vehicle and off-road equipment production, more severe
than the current depressed market, would put increased pressure
ASLN's profitability and FCF.  In addition, although the proposed
refinancing transactions will spread ALSN's maturity schedule, it
will still remain relatively concentrated over a couple of years.

The refinancing of a portion of the term loan with proceeds from
the proposed senior unsecured notes will help to diversify ALSN's
capital structure, while pushing is significant maturities further
into the future.  Following several refinancings and credit
facility amendments over the past four years, all of ALSN's debt
has become concentrated in its single Term Loan B-3.  As of
June 30, 2016, a total of $2.4 billion principal remained
outstanding on the loan.  Amortization payments on the loan have
only amounted to about $25 million per year, but the highly
concentrated maturity schedule, with the majority of the loan
coming due in 2019, has been a concern.  The refinancing will
reduce the amount of the final loan maturity, and the credit
facility amendment will move it out to 2022, but it will remain a
concern.  However, the company will have the opportunity to prepay
portions of the loan early, which could provide it with some
flexibility in managing the final maturity.

Fitch expects ALSN's EBITDA to remain in the mid-3x range over the
intermediate term, while FFO adjusted leverage will likely rise to
the high-3x range, both of which are somewhat elevated for the
rating category.  Both metrics will be pressured in the near term
by lower earnings and cash flow resulting from relatively weak
conditions in many of ALSN's global end markets.  As of June 30,
2016, ALSN's EBITDA leverage, (debt/Fitch-calculated EBITDA), was
3.6x, while FFO adjusted leverage was 3.5x.  However, despite the
weakened end-market demand, ALSN's profitability has remained very
strong by industry standards, with an EBITDA margin of 35.2% in the
last 12 months (LTM) ended June 30, 2016.

Although ALSN's leverage is high for its rating category, this is
mitigated by the company's very strong profitability and FCF
generation, which provides it with significant financial
flexibility.  Fitch expects ALSN to continue producing strong FCF
over the intermediate term, with post-dividend FCF margins
generally running in the high teens, which is strong for a capital
goods-related supplier.  ALSN's capital spending needs are
relatively low, and Fitch expects its capital intensity (capital
spending/revenue) to run in the 3% to 4% range over the
intermediate term, which is roughly consistent with its actual
range over the past several years.  Fitch expects the company will
deploy much of its post-dividend FCF toward share repurchases, with
the potential for some further debt reduction as well.  FCF after
dividends in the LTM ended June 30, 2016 was $466 million, equal to
a very strong 24.4% FCF margin, although, as noted, Fitch expects
FCF margins to moderate somewhat going forward.

With its strong FCF generating capability, Fitch expects ALSN's
liquidity to remain adequate over the intermediate term.  At
June 30, 2016, ALSN had $364 million in cash and cash equivalents,
with about 88% located in the U.S.  This level of cash was higher
than what the company usually carries, and Fitch expects the
company's cash balance will likely decline toward a more typical
level closer to $200 million over the intermediate term.  In
addition to its cash, ALSN's liquidity is bolstered by access to
its $465 million secured revolver, which had $462 million available
at June 30, 2016, after deducting $2.6 million for letters of
credit backed by the facility.  As part of the proposed refinancing
transaction, the company plans to reduce the size of the revolver
to $400 million, which will still provide the company with a
significant liquidity buffer.

Over the last couple of years, ALSN has begun returning more cash
to shareholders through dividends and share repurchases.  In the
LTM ended June 30, 2016, the company paid a total of $103 million
in common dividends and spent a net $280 million on share
repurchases.  The current share repurchase authorization was put in
place in October 2014, allowing up to $500 million in repurchases
through year-end 2016.  Through June 30, 2016, ALSN had repurchased
$398 million in shares under the repurchase authorization.  Fitch
expects that ALSN will continue to target most of its excess cash
toward share repurchases, although Fitch also expects the company
would pull back on repurchases if it needed to conserve liquidity.

ALSN has drawn interest from several activist investors over the
past two years, including ValueAct Capital, Longview Asset
Management and Ashe Capital Management.  According to ALSN's most
recent proxy statement, ValueAct holds an 11% equity stake in the
company, while Ashe and Longview hold stakes of 5.9% and 5.1%,
respectively.  ValueAct and Longview both have representatives on
ALSN's Board of Directors, while earlier in 2016, Ashe nominated a
director and put forward some governance proposals that it
subsequently withdrew after ALSN made changes to its corporate
bylaws.  Although the influence of activists is a concern, Fitch
does not believe the changes in governance that have resulted from
the activists' involvement have been detrimental to the company's
creditors.  It is also mildly positive that ALSN was able to
placate the activists' concerns without a drawn-out proxy fight.

ALSN's pension obligations are modest, with an underfunded status
of only $0.3 million as of year-end 2015.  The company's salaried
pension plan was closed to new entrants in 2007, and its hourly
plan was closed to new entrants in 2008.  Benefits for hourly
employees who retired prior to Oct. 2, 2011, are covered under
General Motors Company's hourly plan.  Fitch does not view ALSN's
pension obligations as a meaningful credit risk.

The secured revolver and term loans that comprise ATI's credit
facility are rated 'BB+/ RR1', one notch above ATI's IDR, due to
their collateral coverage, which includes virtually all of ATI's
assets.  Fitch notes that property, plant, and equipment and
intangible assets (including intellectual property) comprised
$1.7 billion of the $4.5 billion in assets on ALSN's consolidated
balance sheet at June 30, 2016.  The proposed senior unsecured
notes are rated 'BB(EXP)/RR4' reflecting Fitch's expectations of
average recovery prospects in a distressed scenario.

                           KEY ASSUMPTIONS

   -- Global end-market demand remains relatively weak through
      2016, with some improvement in demand beginning in 2017 and
      further demand improvement in 2018 and 2019;

   -- Margins improve slightly over the intermediate term on
      improved production volumes, price increases and further
      cost efficiencies;

   -- The company's refinancing plans are completed as
      contemplated;

   -- Capital spending in 2016 is forecast at the midpoint of the
      company's guidance, and then runs at about 4% of revenue in
      following years;

   -- The company keeps roughly $150 million to $250 million in
      cash on its balance sheet, with excess cash used for share
      repurchases;

   -- The cash flow effects of any dividend rate increases are
      largely offset by a lower share count.

                       RATING SENSITIVITIES

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

   -- A decline in Fitch-calculated EBITDA leverage to below 3.0x;
   -- An increase in the global diversification of its revenue
      base;
   -- Maintaining EBITDA and FCF margins at or above current
      levels;
   -- Continued positive FCF generation in a weakened demand
      environment.

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

   -- A sustained significant decline in EBITDA margins or an
      extended period of negative FCF;
   -- A competitive entry into the market that results in a
      significant market share loss;
   -- An increase in leverage to above 4.0x for a prolonged
      period;
   -- A merger or acquisition that results in higher leverage or
      lower margins over an extended period.

Fitch has taken these actions:

ALSN
   -- Long-Term IDR affirmed at 'BB'.

ATI
   -- Long-Term IDR affirmed at 'BB';
   -- Secured revolving credit facility rating affirmed at
      'BB+/RR1';
   -- Secured Term Loan B-3 rating affirmed at 'BB+/RR1';
   -- Senior unsecured notes rating assigned at 'BB(EXP)/RR4'.

The Rating Outlook for both ALSN and ATI is Stable.


ALPHATEC HOLDINGS: Completes Sale of Int'l Business to Globus
-------------------------------------------------------------
Alphatec Holdings, Inc., the parent company of Alphatec Spine,
Inc., a provider of spinal fusion technologies, announced the
completion of the sale of its international operations and
distribution channel to Globus Medical (NYSE: GMED), a leading
musculoskeletal implant manufacturer.

With the closing of the transaction, the Company is now focused
solely on the U.S. market, which Alphatec believes constitutes
nearly 65% of the world's spinal fusion market.

Over the past several years, the Company has focused its R&D
programs and invested in the development of a leading, robust suite
of products that are available to surgeons in the U.S.
today-including Arsenal Degenerative, Arsenal Deformity and
Battalion Universal Interbody.  In addition, the Company has
recently obtained U.S. clearance for its new XYcor Expandable
Spinal Spacer System, which the Company plans to launch later this
year.  The Company also made significant progress through its
initiative to outsource its manufacturing operations-reducing
capital investment in equipment, partnering with valued suppliers
to provide flexible capacity, while achieving unit level cost
reductions and margin improvements.  As a result, Alphatec believes
it is now better positioned to compete more effectively in the
marketplace, accelerate growth and continue to improve
profitability.

"Today marks the beginning of a new chapter for Alphatec," said Jim
Corbett, president and chief executive officer of Alphatec Spine.
"I am excited about the long-term prospects for the company as we
pursue the U.S. spinal market with the resources we need to support
continued investment in the commercialization of our robust product
line.  We have the right products, an exceptional team and a newly
streamlined balance sheet to support our growth across the country,
and we look forward to executing on our vision."

                    Terms of the Transaction

Globus acquired Alphatec's international operations and
distribution channel for a purchase price of $80 million in cash.
Globus will also provide Alphatec a five-year senior secured credit
facility of up to $30 million.  In addition, Alphatec has entered
into a supply agreement through which Alphatec will supply its
products to Globus for up to five years.

                     New Capital Structure

With the closing of this transaction, Alphatec believes that it can
now establish a new capital structure that appropriately reflects
the capital needs of its U.S.-focused business and positions the
company for achieving future profitability.  As part of the
closing, Alphatec implemented the following related to this new
capital structure:

  * Drew down $25M of the $30M credit facility from Globus upon
    closing;

  * Paid off the existing Deerfield credit facility balance and
    retired the credit facility;

  * Reduced the MidCap Financial term loan to a $5M balance; and

  * Reduced the MidCap Financial revolver commitment to $22.5M.

With this, Alphatec expects to have paid down approximately $66
million of existing debt and debt-related expenses.

Concurrent with this transaction, Deerfield Management Company,
L.P. has utilized its cashless exercise provision under its warrant
agreements, converting its warrants to purchase up to 11.45 million
shares of common stock to approximately 3.2 million shares on a
pre-reverse split basis.  This will constitute approximately 269
thousand shares on a post-reverse split basis. As a reminder, on
Aug. 25, 2016 the Company completed a one-for-twelve reverse stock
split.

"As a result of this transaction, we are able to improve Alphatec's
forward-looking balance sheet by reducing our overall debt while
providing the liquidity and reserves needed to invest in
commercializing our robust product portfolio," said Mike O'Neill,
Alphatec's chief financial officer.  "The new term loan from
Globus, in conjunction with a planned revolving line of credit from
MidCap Financial, provides the company with credit facilities of up
to $57.5 million, which will offer sufficient liquidity and
appropriate financing to successfully support Alphatec's transition
to a U.S. market based company.  Upon closing, we estimate our
total debt drawn will be approximately $45 million.  I would like
to thank Deerfield who has been an excellent partner and we
appreciate the support that they have provided to the company
through the years.  I am also pleased that MidCap will remain as a
lender and provide funding for the company going forward.  I want
to thank them for their continued commitment and support to
Alphatec."

The Company expects that its stronger financial foundation coupled
with its strong product portfolio will support future investments
in its capital instrument base each year.  These investments will
be used to drive the commercial expansion of its new product lines,
which are expected to contribute substantially to its planned
growth profile.  In addition, the Company has already made
substantial headway towards its goal of reducing its operating
expenses by $20 million.  The Company expects this to continue for
the remainder of 2016 and into 2017, translating to positive cash
flow and profitability in the back half of 2017.

Effective as of the vlosing, the Company's employment of Mitsuo
Asai, president of Alphatec Pacific, Inc., a wholly-owned
subsidiary of the Company, terminated and he will continue as an
employee of the Buyer.

Additional information is available for free at:

                      https://is.gd/H0gyeN

                      About Alphatec Spine

Alphatec Spine, Inc., a wholly owned subsidiary of Alphatec
Holdings, Inc., is a global medical device company that designs,
develops, manufactures and markets spinal fusion technology
products and solutions for the treatment of spinal disorders
associated with disease and degeneration, congenital deformities
and trauma.  The Company's mission is to improve lives by
delivering advancements in spinal fusion technologies.  The Company
and its affiliates market products in the U.S. and internationally
via a direct sales force and independent distributors.  Additional
information can be found at www.alphatecspine.com.

                       About Globus Medical

Globus Medical, Inc. is a leading musculoskeletal implant company
based in Audubon, PA.  The company was founded in 2003 by an
experienced team of professionals with a shared vision to create
products that enable surgeons to promote healing in patients with
musculoskeletal disorders. Additional information can be accessed
at www.globusmedical.com.

                     About Alphatec Holdings

Alphatec Holdings, Inc. is a medical technology company focused on
the design, development and promotion of products for the surgical
treatment of spine disorders.  The Company has a comprehensive
product portfolio and pipeline that addresses the cervical,
thoracolumbar and intervertebral regions of the spine and covers a
variety of spinal disorders and surgical procedures.  Its principal
product offerings are focused on the global market for fusion-based
spinal disorder solutions.  The Company believes that its products
and systems are attractive to surgeons and patients due to enhanced
product features and benefits that are designed to simplify
surgical procedures and improve patient outcomes.

Alphatec reported a net loss of $179 million in 2015, a net loss of
$12.9 million in 2014 and a net loss of $82.2 million in 2013.  As
of June 30, 2016, Alphatec had $136 million in total assets, $183
million in total liabilities and a total stockholders' deficit of
$46.4 million.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has recurring
operating losses and has a working capital deficiency. In addition,
the Company has not complied with certain covenants of loan
agreements with its lenders and has significant debt obligations
due in December 2016.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.


AMSCO STEEL: Creditors' Panel Hires HSSK for Valuation Analysis
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Amsco Steel
Company, LLC and Pyndus Steel & Aluminum Co., Inc., seeks
authorization from the U.S. Bankruptcy Court for the Northern
District of Texas to retain Hires HSSK, LLC to provide expert
valuation analysis and testimony for the Committee.

The Committee requires HSSK to:

     a. analyze business valuation;

     b. conduct fraud and financial forensics investigations;

     c. prepare reports as requested or required;

     d. provide expert testimony, as necessary or required; and

     e. other matters or services as may be necessary or
appropriate.

HSSK will be paid at these hourly rates:

     Principal                       $375-$500
     Director/Managing Director      $275-$350
     Manager/Senior Manager          $240-$265
     Senior Associate                $200-$225
     Associate                       $185-$195
     Paraprofessionals               $90-$120

Jared C. Jordan will be the professional at HSSK primarily
responsible for the representation of the Committee.  Mr. Jordan's
current hourly rate is $350.

HSSK has agreed to a $5,000 retainer to begin work and will not,
under any circumstances, bill the Debtors' Estates more than
$10,000 unless agreed to and approved in writing by the Committee
prior to incurring fees and expenses in an amount exceeding
$10,000.

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

Jared C. Jordan, managing director of HSSK, LLC, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

HSSK may be reached at:

     Jared C. Jordan
     HSSK, LLC
     327 Congress, Suite 200
     Austin, TX 78701
     Phone: (512)355-1120
     Fax: (713)759-0968
     E-mail jjordan@hssk.com

                        ??About AMSCO Steel??????

Before ceasing operations, AMSCO Steel Company, LLC, and
Pyndus???Steel & Aluminum Co., Inc., were suppliers and processors
of steel products for a wide variety of customers throughout the
United States and Mexico.????AMSCO was formed in 1952 and was
located in Fort Worth, Texas.????

AMSCO and Pyndus ceased operations on Oct. 30, 2015 and terminated
all employees.??????AMSCO Steel and Pyndus Steel & Aluminum Co.,
Inc., sought???protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D.???Tex. Lead Case No. 15-43239) on Aug. 10,
2015.????The cases are???assigned to Judge Russell F. Nelms.

??????In September 2015, the Debtor filed its schedules,
disclosing???$3,758,449 in assets and $8,663,523 in debt.??????

The Debtors won approval to hire Forshey & Prostok, LLP, in Forth
Worth, Texas, as counsel; SSG Advisors, LLC and Chiron Financial
Group as investment bankers; Bourland, Wall & Wenzel, P.C., as
special litigation counsel; and Mark M. Jones & Associates, P.C.,
as outside accountants.

??????The Creditors Committee won approval to hire David Grant
Crooks of Fox Rotschild LLP, as counsel; and Calderone Advisory
Group, LLC, as financial advisor.




ANNIE'S GOURMET: Hires Corey B. Beck as Attorney
------------------------------------------------
Annie's Gourmet Parties, LLC seeks authorization from the U.S.
Bankruptcy Court for the District of Nevada to employ The Law
Office of Corey B. Beck, PC as attorney under general retainer.

The Debtor requires Corey B. Beck to:

    a. institute, prosecute or defend any lawsuits, adversary
proceedings and/or contested matters arising out of this bankruptcy
proceeding in which Debtor may be a party;

    b. assist in recovery and obtain necessary Court approval for
recovery and liquidation of estate assets, and to assist in
protecting and preserving the same where necessary;

    c. assist in determining the priorities and status of claims
and in filing objections thereto where necessary;

    d. in applicable, assist in preparation of a disclosure
statement and plan;

    e. advise the Debtor and perform all other legal services for
the Debtor which may be or become necessary in this bankruptcy
proceeding.

Corey B. Beck PC will be paid at these hourly rates:

     Attorney                  $375
     Paralegal                 $125

Corey B. Beck PC will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Corey B. Beck, Esq., of The Law Office of Corey B. Beck, PC ,
assured the Court that the firm does not represent any interest
adverse to the Debtor and its estates.

Corey B. Beck, PC may be reached at:

      Corey B. Beck, Esq.
      The Law Office of Corey B. Beck, PC
      425 South Sixth Street
      Las Vegas, NV 89101
      Phone: (702)678-1999

                        About Annie's Gourmet

Annie's Gourmet Parties, LLC filed a Chapter 11 bankruptcy petition
(Bankr. D.Nev. Case No. 16-14384) on August 9, 2016. Corey B. Beck,
Esq., at The Law Offices of Corey B. Beck, PC serves as bankruptcy
counsel.

The Debtor's assets and liabilities are both below $1 million.



APARTMENT INVESTMENT: Fitch Affirms 'BB' Preferred Stock Rating
---------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDR) of
Apartment Investment and Management Company (NYSE: AIV) and its
operating partnership, AIMCO Properties, L.P. (collectively AIMCO
or the company) at 'BBB-'.  The Rating Outlook is Stable.

                       KEY RATING DRIVERS

Key factors supporting the ratings include the material improvement
in leverage and fixed-charge coverage, as well as the creation of a
sizable pool of unencumbered assets.  Fitch expects each to
stabilize around current levels throughout the rating horizon.
Below-average financial flexibility relative to peers as a result
of the small absolute size of the company's unencumbered pool and
fewer capital sources given the secured-only borrowing strategy
balance these strengths.

       LEVERAGE AND COVERAGE IMPROVED; EXPECTED TO STABILIZE

Fitch expects AIV to maintain leverage between 6x-7x through
business cycles, likely trending towards the lower end of the range
through 2018 given Fitch's expectation for positive albeit
moderating fundamentals.  AIV reduced leverage from a peak of 9.2x
at Dec. 31, 2010, to 7.5x at Dec. 31, 2014, and 6.7x for the
trailing 12 months (TTM) ended June 30, 2016.  Asset sales,
market-driven recurring operating EBITDA growth and equity issuance
drove the improvement.  Fitch defines leverage as debt less readily
available cash to recurring operating EBITDA.

Fixed-charge coverage (FCC) has also improved and Fitch expects
modest improvements through 2018 to above 2.5x as compared to 2.3x
for 2015, 2.0x for 2014, 1.9x for 2013 and 1.7x for 2012.  Fitch
defines FCC as recurring operating EBITDA less recurring
maintenance capital expenditures to total cash interest incurred
and preferred dividends.

               ASSET UNENCUMBRANCE SUPPORTS RATINGS

AIV had an unencumbered pool totaling 23 properties (or 13% of all
consolidated properties) with an estimated stressed value of
approximately $800 million at second quarter 2016 (2Q16) assuming a
through-the-cycle capitalization rate of its TTM unencumbered net
operating income (NOI).  Growth in the company's unencumbered pool
was a primary driver behind the upgrade in 2015.  AIV had only
three unencumbered properties when Fitch initiated ratings in 2Q13.
The pool provides adequate contingent liquidity coverage to the
generally small and episodic amounts of recourse debt from
borrowings under AIV's revolving credit facility.

The pool's value exceeds the full $600 million available under the
company's unsecured revolver, though not by the 2x coverage of
total unsecured debt that is common within Fitch's investment-grade
rated REIT portfolio.  A line balance of that magnitude is not
within Fitch's expectations and if it were to occur could result in
negative rating momentum, absent growth in the unencumbered pool.
Fitch does not expect the size of the pool will grow markedly from
current levels and it continues to comprise only a small fraction
of the overall portfolio.

AIV's unencumbered asset coverage of unsecured debt (UA/UD) was not
meaningful given that the line had only $161 million drawn at June
30, 2016.  Coverage was 7x of the average revolver balance since
1999 and 16x of the average revolver balance since 2009.

          UNCOMMON BORROWING STRATEGY FOR RATED REIT ISSUER

AIV has a publicly stated strategy of financing via asset-level
non-recourse amortizing mortgages which is common for REITs
generally given the depth of the commercial real estate mortgage
market but uncommon for investment-grade rated REITs.  The
implications of AIV's strategy are mixed.  The lack of recourse
debt, save for periodic and modest draws on the line of credit,
reduces the probability of a default, while the unencumbered pool
improves recovery prospects in the unlikely event of a default.
Conversely, maintaining investment-grade ratings may be a lower
priority for AIV given fewer commercial incentives to do so.

The corporate rating has only an indirect effect on access to
capital; since AIV does not plan to issue long-term unsecured debt,
the less critical role sponsor quality plays in mortgage lender
underwriting and the limited effect on interest expense (and
therefore funds from operation and net income), as rating changes
would only impact line of credit pricing.

         WELL-LADDERED DEBT MATURITIES BUT LIQUIDITY DEFICIT

AIV maintains sufficient liquidity driven by its staggered debt
maturities, the meaningful amounts of principal amortization on
mortgages, and dividend payout policies.  Approximately 22% of
AIV's debt will be repaid via amortization, thereby reducing
refinancing risk.  In addition, AIV's dividends have comprised
50%-60% of adjusted funds from operations (AFFO) and 80%-90% of
AFFO after mortgage amortization, allowing the company to retain
meaningful amounts of internally generally liquidity.

However, AIV is projected to operate with a liquidity deficit
(0.8x) for the period July 1, 2016, through Dec. 31, 2017, assuming
no access to external capital.  The deficit is driven principally
by development and redevelopment expenditures and higher borrowings
under the revolving credit facility, though Fitch expects AIV will
manage through via refinancing mortgages and receiving incremental
proceeds and additional asset sales.  As AIV's mortgages have
significant amortization, they typically mature with below-market
loan-to-value ratios, thus incremental proceeds upon refinancing
should be highly likely.  Fitch defines liquidity coverage as
sources (unrestricted cash, availability under the $600 million
revolving credit facility due 2017, committed and undrawn
construction financing and retained cash flow from operations after
dividends) to uses (debt maturities and amortization, remaining
development and redevelopment expenditures and recurring
maintenance capital expenditures).

                AVERAGE PORTFOLIO QUALITY, IMPROVING

AIV's portfolio quality continues to improve as the company
disposes of its affordable segment and recycles capital from weaker
assets (principally those in markets with below-average
demographics or limited constraints on new supply) and into higher
quality assets via its pair-trade strategy that identifies a
specific disposition to offset any acquisition.  For example,
acquisitions in 2015 had rents averaging $3,188 per month upon
stabilization and an implied value of $430,000 per unit as compared
to dispositions at $1,041 per month and $105,000 per unit.

Fitch views AIV's portfolio as average relative to its public peers
when measured by average rent per unit, enterprise value per unit
and implied cap rate.  Nonetheless, many of the public peers are
rated 'BBB' or 'BBB+' by Fitch, thus indicating that in isolation
from all other credit factors, AIV's portfolio quality alone would
be consistent with a higher rating.

                          STABLE OUTLOOK

The Stable Outlook reflects Fitch's expectation that while key
metrics and portfolio quality may continue to improve on the
margin, the majority of the improvements have been completed.
Moreover, absent a material balancing between the unencumbered and
encumbered pools, positive momentum in the ratings is unlikely.

                      PREFERRED STOCK NOTCHING

The two-notch differential between AIV's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BBB-'.  Based on Fitch Research on 'Treatment and
Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis', these preferred securities are deeply subordinated and
have loss absorption elements that would likely result in poor
recoveries in the event of a corporate default.

KEY ASSUMPTIONS

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

   -- Operating fundamentals remain positive but decelerate to
      with SSNOI growth in the low- to mid-single digits;
   -- Operating margins remain consistent with prior years;
   -- AIV completes in-progress developments and redevelopments
      and spends $75 million per year thereafter in capital
      expenditures above and beyond recurring maintenance capex;
   -- AIV does not change its financing strategy and continues to
      refinance most secured debt maturities while unencumbering a

      modest number of properties.

                       RATING SENSITIVITIES

The ratings assume no change to AIV's financing strategy and that
AIV will not have recourse debt beyond normal use of its revolving
credit facility.  A change or expected change in financing strategy
could result in a change to the ratings and/or Outlook.

Moreover, Fitch does not envision positive momentum in the ratings
and/or Outlook given the relative size of the unencumbered pool and
Fitch's expectation that AIV will not access the unsecured bond
market, in contrast to all other investment-grade rated REITs.
However, the issuer's asset class and portfolio quality are
consistent with higher ratings if matched with material
improvements to contingent liquidity and financial flexibility via
an expansion in the unencumbered pool and access to the unsecured
bond market.

These factors may have a negative impact on the company's ratings
and/or Outlook:

   -- Fitch's expectation of leverage sustaining above 7.5x (6.6x
      as of June 30, 2016,);
   -- Fitch's expectation of fixed-charge coverage sustaining
      below 2.0x (2.4x for the LTM ended June 30, 2016);
   -- The encumbrance of or a material deterioration in the value
      of the unencumbered asset pool.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the ratings as:

Apartment Investment and Management Company

   -- Issuer Default Rating (IDR) at 'BBB-';
   -- Secured revolving credit facility at 'BBB-';
   -- Preferred stock at 'BB'.

AIMCO Properties, L.P.

   -- IDR at 'BBB-';
   -- Secured revolving credit facility at 'BBB- '.

The Rating Outlook is Stable.


ARC MANAGEMENT: Case Summary & 9 Unsecured Creditors
----------------------------------------------------
Debtor: ARC Management, Corp.
        Suite 216
        PMB 166 B5 Calle Tabonuco
        GUAYNABO, PR 00959
  
Case No.: 16-07238

Chapter 11 Petition Date: September 9, 2016

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Hon. Enrique S. Lamoutte Inclan

Debtor's Counsel: Jesus Enrique Batista Sanchez, Esq.
                  THE BATISTA LAW GROUP, PSC
                  Cond Midtown Center
                  420 Juan Ponce De Leon Ave, Suite 901
                  San Juan, PR 00918
                  Tel: 787-620-2856
                  Fax: 787-620-2854
                  E-mail: jesus.batista@batistalawgroup.com

Total Assets: $1.38 million

Total Debts: $1.48 million

The petition was signed by Angel Cintron, president.

A copy of the Debtor's list of nine unsecured creditors is
available for free at http://bankrupt.com/misc/prb16-07238.pdf


ARCH COAL: Seeks Extension of Exclusive Plan Filing Thru Oct. 7
---------------------------------------------------------------
BankruptcyData.com reported that Arch Coal filed with the U.S.
Bankruptcy Court a motion for an order extending the Debtors'
exclusive period during which the Company can file a plan from
September 7, 2016 to October 7, 2016.  The motion explains, "The
Debtors' demonstrated progress in resolving many issues that have
arisen since the Petition Date justifies the requested extension of
the Debtors' Exclusive Filing Period.  The Debtors have already
taken numerous major steps in these reorganization proceedings,
including filing the Plan and Disclosure Statement and soliciting
votes thereon, and are on track to confirm the Plan at the
Confirmation Hearing in accordance with the RSA milestones. The
Plan is the product of extensive negotiations between the Debtors
and their various constituencies and takes into account the
complexity of the Debtors' businesses.  While the Debtors remain
confident that the Plan will be confirmed on Sept. 13, 2016, to the
extent confirmation is delayed, an extension of the Exclusive
Filing Period would allow the Debtors time to resolve any
intervening issues and confirm the Plan, which enjoys support from
key creditor groups."

                            About Arch Coal

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

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

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

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

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


ARCH COAL: Various Parties Oppose Plan Confirmation
---------------------------------------------------
BankruptcyData.com reported that multiple parties -- including the
U.S. Trustee assigned to the Arch Coal case, Union Pacific Railroad
Company and Kentucky Utilities Company -- filed with the U.S.
Bankruptcy Court separate objections to Arch Coal's Third Amended
Joint Plan of Reorganization.  The Trustee asserts, "The Plan
should not be confirmed for two reasons. First, the Plan unlawfully
extends exculpation coverage to non-estate fiduciaries.  Second,
the Plan provides for the payment of attorney fees for indenture
trustees of unsecured debt.  The Code does not allow for the fees
to be paid as administrative expenses as proposed in the Plan.  The
legal authority for such payment, the priority of such payment, and
the amount of the fees to be paid should be clearly stated in the
Plan."

                            About Arch Coal

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

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

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

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

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


ARICENT TECHNOLOGIES: Moody's Lowers CFR to B3, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service downgraded Aricent Technologies corporate
family rating to B3 from B2.  Moody's also downgraded Aricent's
probability of default rating to B3-PD from B2-PD, downgraded the
first lien credit facilities (revolver and term loan) to B2 from
B1, and downgraded the second lien term loan to Caa2 from Caa1.
The outlook remains stable.

                         RATINGS RATIONALE

The downgrade of the CFR reflects a worsened credit profile
evidenced by significant negative revenue and EBITDA trends in its
largest communications vertical, which could lead to a possible
financial covenant breach over the next six months.  The rating
also reflects the company's high adjusted debt to EBITDA leverage
of about 6x (Moody's adjusted and giving some credit for synergies)
and small scale with lower cash flow than many rated IT services
peers.  The ratings are supported by favorable industry dynamics
with the trend towards outsourcing (particularly for the
semiconductor and software verticals), good EBITDA margins of about
20% (albeit below historical norms).  Moody's also recognizes that
a possible financial covenant breach in FY 2017 could be remedied
with an equity cure from its equity owners.

Moody's views Aricent's liquidity as adequate, as of June 30, 2016,
with cash and investments of about $74 million and an undrawn $75
million revolver that matures in 2019.  Over the next 12 months
Moody's expects Aricent to generate positive free cash flow
("FCF").  Additionally, over the next 12 months, Moody's
anticipates significant availability under the revolver.  However,
we highlight Aricent's senior secured credit facilities contain one
financial maintenance covenant: Total net leverage ratio of 6.25x,
which steps down to 5.5x on September 30, 2016.  The ratio for the
second lien term loan is set at 0.5x wider.  At June 30, 2016, the
company's senior secured leverage under its credit agreement was
4.96x.  Moody's expects Aricent to remain in compliance, albeit
barely, with its financial maintenance requirement over the next 12
months.  However, if breached and not remedied (i.e., most likely
via an equity cure in Moody's opinion) it will significantly limit
liquidity.  The first lien term loan amortizes about 1% per annum,
with a bullet due at maturity in 2021.  The second lien term loan
does not amortize and matures in 2022.

The stable outlook reflects Moody's expectation that Aricent will
generate annual revenue growth in the low-single digits through FYE
March 2017.  Moody's also anticipates FCF to debt in the low single
digits during this period.

The ratings could be upgraded if Aricent were to demonstrate double
digit organic revenue growth, FCF to debt in the mid-single digits,
and adjusted debt to EBITDA of less than 5x on a sustained basis.

The ratings could experience downward rating pressure if revenue
declines persist, liquidity deteriorates further (e.g., negative
FCF), there was a loss of a couple of major customers, adjusted
debt to EBITDA exceeds 7x on a sustained basis or the company
implements more aggressive financial policies, such as debt funded
dividends.

These ratings were downgraded:

Issuer -- Aricent Technologies ("Aricent")
  Corporate Family Rating - B3 from B2
  Probability of Default Rating - B3-PD from B2-PD
  First lien Revolving Credit Facility: - B2 (LGD 3) from B1
   (LGD 3)
  First Lien Term Loan Credit Facility - B2 (LGD 3) from B1
   (LGD 3)
  Second Lien Term Loan Credit Facility - Caa2 (LGD 5) from Caa1
   (LGD 5)
  Outlook, Stable

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

Aricent Technologies is a global outsourced provider of R&D
engineering services and software solutions principally to the
communications industry.  The company is majority owned by Kohlberg
Kravis Roberts.  Revenues for FY 2016 were about
$612 million.


ARMAND EXTERMINATING: Hires White-Boyd as Attorney
--------------------------------------------------
Armand Exterminating, Inc, d/b/a Armand Professional Services,
Inc., seeks authority from the U.S. Bankruptcy Court for the
Southern District of Florida to employ White-Boyd Law, P.A. as
attorney to the Debtor.

Armand Exterminating requires White-Boyd to:

   a. give advice to the Debtor with respect to its powers and
      duties as a debtor in possession and the continued
      management of its business operations;

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

   c. prepare motions, pleadings, orders, applications, adversary
      proceedings, and other legal documents necessary in the
      administration of the case;

   d. protect the interest of the Debtor in all matters pending
      before the bankruptcy court; and

   e. represent the Debtor in negotiation with its creditors in
      the preparation of a plan.

Nadine V. White-Boyd, member of the law firm of White-Boyd Law,
P.A., assured the Court that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtor and its
estates.

White-Boyd can be reached at:

     Nadine V. White-Boyd, Esq.
     WHITE-BOYD LAW, P.A.
     5589 Okeechobee Blvd., Suite 103
     West Palm Beach, FL 33417
     Tel: (561) 351-6895
     E-mail: nvwboyd@aol.com

                     About Armand Exterminating

Armand Exterminating, Inc., aka Armand Professional Services, Inc.,
based in Royal Palm Beach, FL, filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 16-21903) on August 29, 2016. The Hon. Erik P.
Kimball presides over the case. Nadine V. White-Boyd, Esq., at
White-Boyd Law, P.A., serves as bankruptcy counsel.

In its petition, the Debtor estimated $500,000 to $1 million in
assets and $1 million to $10 million in liabilities. The petition
was signed by Scott B. Armand, president.

No official committee of unsecured creditors has been appointed in
the case.


ASHBURY HILLSIDE: Ch.11 Trustee Hires C&G for Development Analysis
------------------------------------------------------------------
Kevin R. McCarthy, the Chapter 11 Trustee for Ashbury Hillside,
LLC, asks the U.S. Bankruptcy Court for the Eastern District of
Virginia for permission to employ David G. Thompson and C&G
Consultants, LLC  to provide development analysis services.

The Debtor owns approximately 64.46 acres (the "Property"), more or
less, of undeveloped land in western Loudoun County, Virginia along
State Route 718.

The bulk of the Property is subject to a conservation easement in
favor of the Northern Virginia Conservation Trust. The Property's
location and topography, together with applicable land-use
restrictions, give rise to significant development challenges,
which, in turn, create significant uncertainty as to the value of
the Property and whether the Trustee should endeavor to maximize
value for the estate's creditors and other parties in interest by
attempting to develop the Property, sell the Property "as is," or
follow some other disposition strategy.

Among the significant issues relating to whether and how the
Trustee should proceed with marketing or developing the Property,
is whether the value of the Property and its development potential
would be enhanced by the acquisition of the bulk of an adjoining
parcel of land known as the Bettis Parcel, containing approximately
19.92 acres, more or less.

In order to decide on the best development and/or marketing
strategy, the Trustee believes it is important that he obtain an
appraisal supported by a development analysis and development cost
estimates regarding both the Property and the Bettis Property,
based upon different scenarios and assumptions.

The Trustee has by separate application sought to engage Norman
Myers, MAI, and Myers Appraisal Services to provide the estate with
appraisal services regarding the Debtor's real property.

The Trustee requires Thompson to provide the Development Analysis
in support of Myers' appraisal work.

C&G shall be paid at the rate of $85.00 per hour. Total hourly
billings, not to include reimbursable expenses, shall not exceed
$3,200 for the three distinct options. More options may be provided
up to the $3,200 limitation. Additional work, as directed by
Ashbury, shall be performed at the hourly rate.

C&G will also be reimbursed for reasonable out-of-pocket expenses
incurred.

David G. Thompson, director of business development for C&G
Consultants, LLC assured the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.

C&G can be reached at:

      David G. Thompson
      C&G Consultants, LLC
      9305 Viridian Drive
      Manassas, VA 20110
      Phone: 703.626.0385
      
               About Ashbury Hillside??????

Three alleged creditors filed an involuntary Chapter 11 petition
for Ashbury Hillside, LLC (Bankr. E.D. Va. Case No. 15-11801) on
May 26, 2015.

??????The petitioning creditors are Joseph Bane, Jr., Warren R.
Stein PC and PSD, LLC.????The creditors tapped as counsel David J.
McClure, Esq., at McClure & Bruggemann.??????

Kevin R. McCarthy, serves as the Chapter 11 trustee of the Debtor.
Stephen E. Leach, Esq. of Hirschler Fleisher P.C. represents the
Chapter 11 Trustee.



ASPEN MERGER: S&P Assigns 'B' CCR, Outlook Stable
-------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to
Bellevue, Wash.-based Aspen Merger Sub Inc. (to become Coinstar LLC
upon completion of the transaction).  The outlook is stable.

At the same time, S&P assigned a 'B' issue-level rating and '3'
recovery rating to the company's $610 million first-lien secured
credit facility, which consists of a $75 million revolver due 2021
and $535 million first-lien term loan due 2023.  The '3' recovery
rating reflects S&P's expectation for meaningful recovery in the
event of default, at the lower end of the 50% to 70% range.

S&P also assigned a 'CCC+' issue-level rating and '6' recovery
rating to the company's $135 million second-lien term loan due
2024.  The '6' recovery rating indicates S&P's expectation for
negligible (0% to 10%) recovery.

"The rating reflects the company's participation in a concentrated
industry that is highly dependent on host-retail partners and
credit unions for revenues.  Coinstar has a small revenue and
EBITDA base and is burdened by a highly leveraged capital
structure," said credit analyst Adam Melvin.  "Still, the largely
non-cyclical nature of the coin-counting industry, Coinstars'
sizeable footprint, minimal regulatory risk, and above-average
margins support its stable operating performance."

The stable outlook reflects S&P's expectation for modest
improvement of credit protection measures as the company grows
through domestic and international kiosk expansion and continue its
growth strategy to optimize its kiosk footprint and improve its
cost structure through scale.  With operational growth and modest
debt reduction, S&P expects leverage to decline in the low- to
mid-5x area by 2017.

S&P could consider a negative rating action if competitive
pressures in the coin counting industry intensifies and contribute
to weaker credit metrics or the company fails to successfully
optimize its kiosk footprint through its growth strategy, hurting
the company's margins.  This could cause leverage to increase over
6.0x or maintain interest coverage below 3.0x.  Though unlikely
based on current full-year 2017 assumptions, S&P could lower the
rating if the company's EBITDA margin fails to improve as a result
of a decline in demand because of price increases, unfavorable fee
arrangements, and/or poor execution of its international expansion
strategy.

S&P could consider a positive rating action if the company exceeds
S&P's base-case expectations, such that leverage declines and
remains below 4.5x and S&P believes the likelihood of material
debt-financed dividends is low despite private equity ownership. In
this scenario, the company substantially benefits from expanding
its host relationships coupled with realizing growth through
additional revenue generating opportunities, such as other gift
card options within its kiosks, or successfully expanding its
international footprint could lead to an upgrade.


AVERY LAND: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Avery Land Group, LLC
           fdba Kingman Farms, LLC
        8912 Spanish Ridge Ave
        Las Vegas, NV 89148-1312

Case No.: 16-14995

Chapter 11 Petition Date: September 9, 2016

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. August B. Landis

Debtor's Counsel: Brett A. Axelrod, Esq.
                  FOX ROTHSCHILD LLP
                  1980 Festival Plaza Drive Ste 700
                  Las Vegas, NV 89135
                  Tel: (702) 262-6899
                  Fax: (702) 597-5503
                  E-mail: baxelrod@foxrothschild.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by James M. Rhodes, manager.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/nvb16-14995.pdf


AZMM LLC: Hires Ogden Murphy as Counsel
---------------------------------------
AZMM, LLC, seeks authority from the U.S. Bankruptcy Court for the
Western District of Washington to employ Ogden Murphy Wallace, PLLC
as counsel to the Debtor.

AZMM, LLC requires Ogden Murphy to:

   a. review and analyze the Debtor's financial situation;

   b. prepare and file the bankruptcy petition and related
      documents as required under federal law;

   c. represent the Debtor at the initial Debtor interview and
      first meeting of Creditors;

   d. represent the Debtor at hearings regarding any and all
      contested motions filed in the main bankruptcy case; and

   e. represent the Debtor with regard to provision of ongoing
      advice related to the Debtor's bankruptcy case and related
      matters.

Ogden Murphy will be paid at these hourly rates:

     William F. Malaier, Jr.         $380
     Associate                       $205-$280

Ogden Murphy will be paid a retainer in the amount of $10,000, plus
filing fee of $1,717.

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

William F. Malaier, Jr., Ogden Murphy Wallace, PLLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

Ogden Murphy can be reached at:

     William F. Malaier, Jr., Esq.
     OGDEN MURPHY WALLACE, PLLC
     901 Fifth Avenue, Suite 3500
     Seattle, WA 98164-2008
     Tel: (206) 447-7000
     Fax: (206) 447-0215
     E-mail: wmalaier@omwlaw.com

                       About AZMM, LLC

AZMM, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D.
Wash. Case No. 16-14118) on August 10, 2016, disclosing under $1
million in both assets and liabilities. The Debtor is represented
by William F. Malaier, Jr., Esq. at Ogden Murphy Wallace, PLLC.

No official committee of unsecured creditors has been appointed in
the case.



BATTALION RESOURCES: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

    Debtor                                        Case No.
    ------                                        --------
    Battalion Resources, LLC                      16-18917
    P.O. Box 4186
    Parker, CO 80134-1447

    Storm Cat Energy (USA) Operating Corporation  16-18920
    P.O. Box 4186
    Parker, CO 80134-1447

    Storm Cat Energy (Powder River), LLC          16-18922

    Storm Cat Energy Acquisitions, LLC            16-18925

Chapter 11 Petition Date: September 8, 2016

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Hon. Thomas B. McNamara (Case No. 16-18917)
       Hon. Elizabeth E. Brown (Case No. 16-18920)

Debtors' Counsel: Theodore J. Hartl, Esq.
                  LINDQUIST & VENNUM LLP - DENVER
                  600 17th St.
                  Suite 1800 South
                  Denver, CO 80202
                  Tel: 303-573-5900
                  Email: thartl@lindquist.com

                                          Total       Total
                                         Assets     Liabilities
                                       ---------    -----------
Battalion Resources                     $3.53M        $83.41M     

Storm Cat Energy (USA)                  $931,740      $77.57M

The petitions were signed by Christopher M. Naro, chief financial
officer.

A copy of Battalion Resources's list of 20 largest unsecured
creditors is available for free at:

           http://bankrupt.com/misc/cob16-18917.pdf

A copy of Storm Cat Energy (USA)'s list of 15 unsecured creditors
is available for free at:

           http://bankrupt.com/misc/cob16-18920.pdf


BEASLEY BROADCAST: S&P Assigns 'B+' CCR, Outlook Stable
-------------------------------------------------------
S&P Global Ratings said that it assigned its 'B+' corporate credit
rating to Naples, Fla.-based Beasley Broadcast Group Inc. and its
subsidiary Beasley Mezzanine Holdings LLC.  The rating outlook is
stable.

At the same time, S&P assigned its 'B+' issue-level rating and '3'
recovery rating to Beasley Mezzanine's proposed $20 million
revolving credit facility due 2021 and $265 million term loan B due
2023.  The '3' recovery rating indicates S&P's expectation for
meaningful (50%-70%; upper half of the range) recovery of principal
and accrued interest for lenders in the event of a payment default.


The ratings are based on preliminary terms and are subject to
review upon receipt of final documentation.

"Our 'B+' corporate credit rating reflects Beasley's relatively
smaller size, geographic concentration on the U.S. East Coast, lack
of meaningful diversification outside of radio broadcasting, and
the secular pressures affecting radio advertising," said S&P Global
Ratings' credit analyst Heidi Zhang.  "The rating also reflects the
company's aggressive financial risk profile, which results from the
increased debt in the capital structure due to Beasley's
acquisition of Greater Media Group Inc.'s radio broadcasting
assets."

The stable rating outlook on Beasley reflects S&P's expectation
that the company will maintain adequate liquidity over the next
year, with adjusted leverage declining to the mid-4x area due to
excess debt repayment.

S&P could consider a downgrade if deterioration in operating
performance or integration issues causes the company's deleveraging
to stall, with leverage staying in the high-4x area over the next
year.  S&P could also lower the corporate credit rating if the
margin of EBITDA covenant compliance falls below 15%.

Although unlikely, S&P could raise the rating if the company
reduces leverage below 4x and commits to maintaining lower leverage
over the long term while maintaining adequate liquidity. S&P could
also raise the rating if the company meaningfully diversifies its
business, expands its EBITDA margins, or the radio industry returns
to some modest pace of sustainable growth.


BEASLEY MEZZANINE: Moody's Assigns B2 CFR, Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
Beasley Mezzanine Holdings, LLC and a B3-PD Probability of Default
Rating.  Moody's also assigned a B1 rating to the $20 million
Senior Secured Revolving Credit facility and to the $265 million
Senior Secured Term Loan.  The proceeds from the transaction,
together with balance sheet cash and an issuance of common stock by
Beasley totaling approximately $300 million will be used towards
the purchase of Greater Media, Inc.'s radio broadcasting assets,
refinance debt at both entities and pay transaction fees and
expenses.  Moody's also assigned a SGL-2 Speculative Liquidity
Rating.  The outlook is stable.

Issuer: Beasley Mezzanine Holdings, LLC

Assigned:

  Corporate Family Rating: Assigned B2

  Probability of Default Rating: Assigned B3-PD

  Speculative Grade Liquidity Rating: Assigned SGL-2

  NEW $20 million Senior Secured Revolving Credit Facility
   Assigned B1, LGD3

  NEW $265 million Senior Secured Term Loan B Facility: Assigned
   B1, LGD3

Outlook:
  Outlook is Stable

                        RATINGS RATIONALE

The B2 corporate family rating reflects Beasley's high leverage,
the mature and cyclical nature of radio advertising demand, the
small size of the company, the risks associated with the relatively
large pending acquisition and the strong position that the combined
company will have in some of the better radio markets along the US
eastern seaboard, partially offset by some concentration in 3 key
DMA's.  Greater Media is targeting execution of $7.9 million in
cost savings prior to closing of the transaction, of which 75% has
been implemented to date.  Additional expense reductions are also
targeted post-closing and are expected to be relatively easy to
execute.  The company expects to derive some station and geographic
synergies from the acquisition, as both Beasley and Greater Media
have strong presence in Philadelphia, Boston and Charlotte DMAs,
with the consolidated entity expecting to have a #1 or #2 position
in these strong markets, while deriving over 50% of its revenue
from these three markets combined.  In addition, both Beasley and
Greater Media maintain leading positions within smaller markets
where they operate, though difficulties in the Detroit market have
led to recent changes to station format, which results are yet to
be seen.  Beasley expects over time to bring Greater Media's
station operating margins higher towards those of Beasley, and
Moody's expects the company to be able to execute most of these
planned cost initiatives and achieve budgeted results over the next
12 months.

Beasley is family controlled and operated with public shares
outstanding, with management having communicated their commitment
to de-levering.  Moody's expects gross debt-to-EBITDA leverage to
decline to mid-5x over the next 12 to 18 months (incorporating
Moody's standard adjustments), further aided by 50% excess cash
flow sweep starting in 2017 with leverage-based step downs.
Moody's expects the company to achieve this de-levering over the
next 12-18 months via the positive impact of election year
advertising in 2016, using the larger station portfolio to target
an incrementally broader advertising base along with pending
execution of cost-savings and using proceeds from the Charlotte
asset divestiture.  The company's management is committed to
de-levering, aiming towards below 4x net leverage (prior to any
Moody's standard adjustments).  Moody's expects minimal top-line
growth over the longer term, due to the stagnant nature of the
radio advertising industry and the competition for listener airtime
with other forms of media.  Moody's also expects continued need for
cost management that the Beasley family has successfully executed
previously over the course of the most recent 2008 economic
downturn.  Moody's operating performance forecast incorporates
maintenance of mid-to-high single-digit free cash flow to debt
ratios, and minimal usage of the company's revolving credit
facility.

The ratings for the debt instruments reflect all loan proposed
capital structure and the dominance of the proposed rated debt as
part of the capital structure.  Moody's rates the first lien senior
secured revolver and term loan B1 (LGD3), in line with the CFR. The
revolver is pari passu with the term loan, and both are secured on
a first priority basis by all the capital stock and substantially
all tangible and intangible assets of Beasley Mezzanine Holdings
and each guarantor.  The guarantors include the parent company,
Beasley Broadcast Group, Inc., and all current and future domestic
material subsidiaries of Beasley Broadcast Group.

Beasley's SGL-2 Speculative Grade Liquidity rating reflects Moody's
expectation for good liquidity over the next 12-18 months, with
minimal usage of the revolving credit facility and good free cash
flow to debt ratios in the mid-to-high single digits.  Moody's
expects the company to maintain at least $5 million of cash
balances over the next 12 months.  The term loan amortizes 1%
annually and the company is required to make mandatory prepayments
in the form of a 50% excess cash flow sweep (with eventual step
downs to 25% and 0% dependent on the Total Net Leverage Ratio).

The stable outlook reflects Moody's view that revenue will grow
minimally over the next 12-18 months, in line with for the overall
radio industry.  Moody's expects the company to continue
de-levering over the next 12-18 months per its plans, while
maintaining good cashflow and liquidity.  The outlook does not
incorporate significant shareholder distributions or debt financed
acquisitions that would increase debt-to-EBITDA above 6.0x
(including Moody's standard adjustments).

Ratings could be upgraded if the company's revenue base grows
materially in excess of its peers, increasing its local
market-share and using its improved profitability towards
de-levering. Ratings could be upgraded if debt-to-EBITDA is
sustained comfortably below 4.5x (including Moody's standard
adjustments) with free cash flow-to-debt above 10%.  Ratings could
be downgraded if the company's revenues decline materially relative
to its peers, with debt-to-EBITDA sustained above 6.0x (including
Moody's standard adjustments) and free cash flow-to-debt remaining
below 5%.

The principal methodology used in these ratings was Global
Broadcast and Advertising Related Industries published in May
2012.

Beasley Mezzanine Holdings, LLC will own and operate 73 radio
stations and related websites across 16 markets following closure
of its acquisition of radio broadcasting assets of Greater Media,
Inc.  The company's station portfolio will be located across the
eastern seaboard of the United States, with major contributions to
revenue from the Philadelphia, Boston and Charlotte markets.  The
company is publicly traded and family controlled by the Beasley
family via a dual-class share structure.  Pre-acquisition, the
Beasley family controlled 97% of all voting power of Beasley based
on all classes of outstanding stock.  Subsequent to the
acquisition, former Beasley shareholders will own 81% of the
combined company, and former Greater Media shareholders will own
19%, with Greater Media shareholders having the right to appoint
one of nine directors to Beasley's Board of Directors.  The Beasley
family will maintain 94.4% voting power share subsequent to the
acquisition.  On a pro-forma consolidating basis, the combined
Beasley company has earned $263 million in revenues for last twelve
months ending June 30, 2016.


BEAZER HOMES: Fitch Affirms 'B-' IDR & Revises Outlook to Stable
----------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) of Beazer Homes USA, Inc. (NYSE: BZH) at 'B-'.  The Rating
Outlook has been revised to Stable from Negative.

Fitch has also assigned a 'B-/RR4' rating to BZH's proposed
offering of $300 million senior unsecured notes due 2022.  The
company intends to use the net proceeds from the notes offering to
fund the repayment of its $300 million 6.625% senior secured notes
due 2018.

                          TENDER OFFER

BZH has commenced a tender offer for any and all of its 6.625%
senior secured notes due 2018.  The company is offering a tender
consideration of $988 for every $1,000 and an early tender payment
of $30.  The early tender offer expires on Sept. 20, 2016, and the
tender offer will expire on Oct. 5, 2016, unless extended or
earlier terminated by the company.

The tender offer is subject to the receipt of at least
$300 million in gross proceeds from one or more offerings of senior
notes on terms reasonably acceptable to the company.  Notes that
are not tendered and accepted for payment pursuant to the tender
offer will remain obligations of the company and are expected to be
redeemed as soon as practical following the early settlement date
for the tender offer.  The senior secured notes are callable at
101.656%.

                         STABLE OUTLOOK

In May 2016, Fitch revised BZH's Rating Outlook to Negative from
Stable, reflecting the agency's concern regarding the company's
meaningful debt maturities in 2018 and 2019 and the company's
ability to refinance these maturities at reasonable terms.  The
proposed offering alleviates Fitch's concern regarding refinancing
risk.  The revision of the Outlook to Stable from Negative also
reflects management's willingness to address its debt maturities
well ahead of their scheduled due dates.

                        KEY RATING DRIVERS

The rating for BZH is based on the company's execution of its
business model in the current moderately recovering housing
environment, land policies, and geographic diversity.  BZH's rating
is also supported by the company's improving credit metrics.  Risk
factors include the cyclical nature of the homebuilding industry,
the company's high debt load and, although improving, still weak
credit metrics (particularly its high leverage), BZH's
underperformance relative to its peers in certain operational and
financial categories, and its current over-exposure to the
credit-challenged entry level market (approximately 60% of BZH's
customers are first-time home buyers).

                       DELEVERAGING STRATEGY

BZH had total debt of $1.43 billion at June 30, 2016, compared with
$1.53 billion at Sept. 30, 2015.  BZH has accelerated its
deleveraging strategy and intends to reduce debt by about
$150 million during FY16 and by an additional $100 million through
FY18.  Fitch projects leverage will settle around 9.0x at the end
of FY16 and at or below 8.0x at the conclusion of FY17.  Fitch
expects interest coverage will be 1.3x - 1.8x during the next 12 -
18 months.

                 MEANINGFUL DEBT MATURITIES IN 2019

On a pro forma basis, the company will have no meaningful debt
maturities until 2019, when $537 million of senior unsecured notes
become due.  With the proposed senior unsecured notes offering and
the redemption of the existing senior secured notes, the company
will meaningfully increase its ability to issue secured debt in the
event that the unsecured debt markets are constrained.

BZH's bond indentures/credit agreements allow for a secured debt
basket of the greater of $700 million or 40% of consolidated
tangible assets (CTA).  Fitch estimates that the secured debt
basket under the company's bond indentures was roughly $900 million
as of June 30, 2016.  Taking into account the company's $145
million first-lien revolver and $72.5 million senior secured (2nd
lien) term loan, BZH can incur up to an additional $680 million of
secured debt that it can potentially use to refinance its 2019
maturities.

                   GENERALLY IMPROVING HOUSING MARKET

The housing recovery is expected to continue in 2016 after four
years of a moderate recovery.  A robust economy, healthy job
creation, demographics, pent-up demand, steep rent increases, and
further moderation in lending standards should stimulate housing
activity.  Housing starts should approximate 1.21 million with
single-family volume of 0.797 million and multifamily starts of
0.413 million.  New home sales should reach 574,000, up 14.6%.
Existing home volume growth should be low-single digit (+3.0%).
Average and median home prices should rise 3.0% - 3.5%, higher than
earlier forecasts because of still-tight inventories.

Fitch believes 2017 could prove to be almost a mirror image of
2016.  Real economic growth should be similar, although overall
inflation should be more pronounced.  Interest rates will rise
further but demographics and employment growth should be at least
as positive in 2017.  First-time buyers will continue to gradually
represent a higher portion of housing purchases as qualification
standards loosen further.  Land and labor costs will inflate more
rapidly than materials costs.  Housing starts should total 1.311
million.  Single-family volume should expand 10% to 877,000, while
multifamily starts grow 5% to 434,000.  New home sales should reach
640,000, up 11.5%.  Existing home sales should gain 4% to 5.625
million.  Average and median home prices should expand
2.0% - 2.5% in 2017.

                         KEY ASSUMPTIONS

   -- BZH completes the proposed notes offering and repays its
      existing 6.625% senior secured notes;
   -- Industry single-family housing starts improve 11.5%, while
      new and existing home sales grow 14.6% and 3%, respectively,

      in 2016; Fitch expects the housing upcycle to continue in
      2017, with single-family starts forecast to improve 10% and
      new and existing home sales increase 11.5% and 4%,
      respectively.
   -- BZH's homebuilding revenues advance in the low to mid-teens
      during FY16;
   -- EBITDA margins expand 25 bps - 50 bps during FY16 compared
      with FY15;
   -- Land and development spending this year will be lower
      compared with FY15;
   -- The company generates cash flow from operations of
      $75 million - $125 million during FY16;
   -- Debt to EBITDA settles at around 9.0x and interest coverage
      is roughly 1.4x by the end of FY16.

                      RATING SENSITIVITIES

Negative rating actions may occur if BZH does not successfully
execute on the proposed notes offering at reasonable terms.
Negative rating actions could also occur if the company is unable
to favorably refinance its 2019 debt maturities well ahead of their
due dates, leading to a meaningfully diminished liquidity position.
Moreover, Fitch may consider negative rating actions if the
company's credit metrics deteriorate from current levels, including
debt to EBITDA consistently above 10x and interest coverage below
1x.

BZH's ratings are constrained in the intermediate term due to weak
credit metrics and high leverage.  However, positive rating actions
may be considered if the recovery in housing is maintained and is
meaningfully better than Fitch's current outlook, BZH shows
continuous improvement in credit metrics (particularly debt to
EBITDA consistently below 8x and interest coverage above 2x), and
the company preserves a healthy liquidity position.

FULL LIST OF RATING ACTIONS

Fitch has affirmed these ratings for Beazer Homes USA, Inc.:

   -- Long-Term IDR at 'B-';
   -- Secured revolver at 'BB-/RR1;
   -- Second lien secured notes at 'BB-/RR1';
   -- Second lien secured term loan at 'BB-/RR1';
   -- Junior subordinated debt at 'CCC/RR6'.

Fitch has also upgraded theis rating for BZH:

   -- Senior unsecured notes to 'B-/RR4' from 'CCC+/RR5'.

Fitch has also assigned a 'B-/RR4' rating to BZH's proposed
offering of $300 million senior unsecured notes due 2022.

The Rating Outlook has been revised to Stable from Negative.

The Recovery Rating (RR) of 'RR1' on BZH's secured credit revolving
credit facility, second-lien secured notes and secured term loan
indicates outstanding recovery prospects for holders of these debt
issues.  The 'RR4' on BZH's senior unsecured notes indicates
average recovery prospects for holders of these debt issues.  BZH's
exposure to claims made pursuant to performance bonds and joint
venture debt and the possibility that part of these contingent
liabilities would have a claim against the company's assets were
considered in determining the recovery for the unsecured
debtholders.  The 'RR6' on the company's junior subordinated notes
indicates poor recovery prospects for holders of these debt issues
in a default scenario.  Fitch applied a liquidation value analysis
for these Recovery Ratings.


BEAZER HOMES: Moody's Rates New $300MM Unsec. Notes Due 2022 'B3'
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Beazer Homes USA,
Inc.'s proposed $300 million senior unsecured notes due 2022. The
proceeds of the notes will be used to retire Beazer's $300 million
of senior secured notes due 2018. Following this transaction the
preponderance of debt in the capital structure will now be
unsecured and as a result, the ratings on the company's existing
senior unsecured notes are being upgraded to B3 from Caa1. Beazer's
B3 Corporate Family Rating and B3-PD Probability of Default Rating
remain unchanged and its outlook remains positive.

The following rating actions were taken:

   -- Proposed $300 million senior unsecured notes, assigned B3
      (LGD4);

   -- $325 million (face value) 5.75% senior unsecured notes,
      upgraded to B3 (LGD4) from Caa1 (LGD5);

   -- $200 million (face value) 7.25% senior unsecured notes,
      upgraded to B3 (LGD4) from Caa1 (LGD5);

   -- $200 million (face value) 7.5% senior unsecured notes,
      upgraded to B3 (LGD4) from Caa1 (LGD5);

   -- $250 million (face value) 9.125% senior unsecured notes,
      upgraded to B3 (LGD4) from Caa1 (LGD5).

LGD Adjustment:

   -- $140 million (face value) senior secured term loan, adjusted

      to LGD1 from LGD2

RATINGS RATIONALE

The B3 Corporate Family Rating (CFR) considers Beazer's
historically high homebuilding debt to capitalization ratio (69% at
June 30, 2016), weak homebuilding interest coverage (1.2x for TTM
ended June 30, 2016), and lower gross margins (17.6% for TTM ended
June 30, 2016) when compared to many of its peers. Moody's expects
gross margins will remain under pressure in fiscal 2016 relative to
the prior year due to higher restart costs from the activation of
land previously held for development. Also, in order to
successfully refinance its 2016 maturity, Beazer increased
speculative home sales, which are generally associated with lower
margins. However, pressures on margins are expected to subside in
2017 and 2018 as speculative home sales decrease and the newly
activated land parcels begin to generate more normalized margins,
bringing gross margins closer to 17.8%.

At the same time, the B3 CFR and positive outlook take into
consideration the expected improvement in the aforementioned
homebuilding credit metrics as Beazer executes on its plan to
aggressively reduce debt and achieves its 2B-10 plan goals. Moody's
expects that Beazer will have reduced debt by $250 million through
the end of fiscal year 2018 - inclusive of $121 million already
retired in fiscal 2016 - through mandatory amortization of its term
loan and voluntary purchases of its senior notes. As a result, by
the end of 2018 homebuilding debt to book capitalization will be
below 62% and homebuilding EBIT interest coverage will surpass
2.0x. Additionally, the B3 CFR considers Beazer's nationally
diversified geographic footprint and large size. As part of the
ongoing fulfillment of its 2B-10 plan, we project Beazer to exceed
$2 billion in annualized revenues in the next 18 months. The CFR is
further supported by the continued recovery in the housing market.

The Speculative-Grade Liquidity (SGL) Rating of SGL-2 reflects
Beazer's good liquidity profile and takes into consideration
internal liquidity, external liquidity, covenant compliance, and
alternate liquidity. Internal liquidity is supported by $127
million of cash on hand at June 30, 2016 and Moody's expectation
that the company will generate over $200 million of positive free
cash flow in 2016. External liquidity is bolstered by a $145
million secured revolving credit facility due in January of 2018
that had no advances outstanding and $115 million of availability
at June 30, 2016 after considering letters of credit. The company
is subject to several covenants as part of its credit facility, but
Moody's expects the company to maintain comfortable headroom under
each over the next 12 months. While some of Beazer's debt is
secured, its inventory of approximately $1.7 billion at June 30,
2016 indicates that alternative sources of liquidity are available
through land sales.

The positive rating outlook reflects Moody's expectation that
Beazer's key credit metrics will improve over the next 12 to 18
months as it aggressively continues to reduce debt and executes on
its 2B-10 plan. For the Corporate Family Rating to be upgraded to
B2 from B3, Beazer needs to demonstrate consistent positive
financial performance and lower its debt over the next 12 months.

The ratings could be upgraded if Beazer's homebuilding debt to
capitalization ratio trends towards 60% on a projected basis and
its homebuilding interest coverage (defined as homebuilding EBIT to
interest incurred) trends towards 2.0x on a projected basis while
maintaining good liquidity and continuing to be profitable.

The ratings could be downgraded if Beazer's homebuilding debt to
capitalization exceeds 70% for an extended period of time and
homebuilding interest coverage (defined as homebuilding EBIT to
interest incurred) declines below 1.0x. The ratings could also be
downgraded if liquidity deteriorates.

The principal methodology used in these ratings was Homebuilding
And Property Development Industry published in April 2015.

Headquartered in Atlanta, Georgia, Beazer Homes USA, Inc. has a
presence in 15 states across three geographic regions and targets
entry-level, move-up and retirement-oriented home buyers. Total
revenues and consolidated net income from continuing operations for
the last twelve month period ended June 30, 2016 were approximately
$1.8 billion and $362 million, respectively.


BENJAMIN HALL: Unsecureds to Get $120,000 Under Ch. 11 Plan
-----------------------------------------------------------
Benjamin L. Hall, Jr., filed with the U.S. Bankruptcy Court for the
District of Massachusetts a third amended disclosure statement
dated Sept. 6, 2016, which provides for these payments to holders
of Class 3 General Unsecured Claims:

   (i) Year 1: $39,071, with $14,335 being paid within 10 days of
the Confirmation date; and

  (ii) the balance be paid over the remaining 60 months of the Plan
as follows: Year 2: $44,284; Year 3: $20,731; Year 4: $20,472; Year
5: $20,213.

The Plan provides for the application of all net proceeds totaling
$797,654.36 derived from the sales of the sale of the properties in
110 North 4th Street, Edgartown, Massachusetts 110 North 5th
Street, Edgartown, Massachusetts, to the MVSB Obligation.  In
addition, the Debtor will devote all of his net income from
Seagate, Inc., his insurance business and law practice for a period
five years or until all allowed claims are paid in full and
provided present value compensation, whichever occurs sooner.  The
Debtor holds a total of 48% of the shares of stock of Seagate.

A full-text copy of the Third Amended Disclosure Statement is
available at http://bankrupt.com/misc/15-10973-306.pdf

The bankruptcy case is in re BENJAMIN L. HALL, JR., Case No.
15-10973 (Bankr. D. Mass.).  Alexander L. Cataldo, Esq., in Boston,
Massachusetts, represents the Debtor.


BH SUTTON: Hires Meridian as Real Estate Broker
-----------------------------------------------
BH Sutton Mezz LLC and its debtor-affiliates seek permission from
the U.S. Bankruptcy Court for the Southern District of New York to
employ Meridian Capital Group LLC as real estate broker for the
Debtors.

The Debtors require Meridian to:

     a. create an offering memorandum with full color photography
and analysis evidencing the site potential as it exists and future
expanded development potential to buyers globally and
domestically;

     b. identify potential buyers;

     c. disseminate offering materials globally and domestically;

     d. publish in press globally and domestically;

     e. maintain an on-line data room and secured website to
control the flow of information to all credible bidders and their
designated and duly registered agents;

     f. communicate with the Debtors and other interested parties
in these cases regarding the marketing and sale process;

     g. provide written updates to the Debtors;

     h. appear in Court, as may be necessary or required; and

     i. assist with purchase and sale negotiations and closing.

The Debtor and Meridian has agreed to a commission of 0.5% of the
total purchase of the Assets in the form of a buyer???s premium.

Aaron Birnbaum, senior managing director of Meridian Capital Group
LLC, assured the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.

Meridian may be reached at:

    Aaron Birnbaum
    Meridian Capital Group LLC
    One Battery Park Plaza, 26th Floor
    New York, NY 10004
    Phone: 212-972-3600
    Fax: 212-612-0100

              About BH Sutton Mezz LLC and
????????????????????????????????????
               Sutton 58 Owner LLC

New York City-based BH Sutton Mezz LLC filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 16-10455) on Feb. 26, 2016.
The petition was signed by Herman Carlinsky, president.????The Hon.
Sean H. Lane presides over the case.????Joseph S. Maniscalco, Esq.,
at Lamonica Herbst & Maniscalco, LLP, represents BH Sutton in its
restructuring effort.????The Debtor estimated assets at $100
million to $500 million and debts at $10 million to $50 million.

Sutton 58 Owner LLC filed a separate Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 16-10834) on April 6, 2016.????Sutton
Owner estimated assets at $100 million to $500 million and debts at
$100 million to $500 million.????Sutton Owner's business consists
of the ownership and operation of these real properties: (a) 428,
430 and 432 East 58th Street, New York, New York, 10022, including
all air rights and inclusionary air rights related thereto; and (b)
the  cooperative apartments identified as 1R, 2D and 2N located at
504 Merrick Road, Lynbrook, New York 11583.????Sutton Owner seeks
to retain Joseph S. Maniscalco, Esq., and Jordan C. Pilevsky, Esq.,
at Lamonica Herbst & Maniscalco, LLP, as its counsel.

Both cases are jointly administered.


BILL BARRETT: Franklin, et al., Hold 4.2% Stake as of Aug. 31
-------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Franklin Resources, Inc., Charles B. Johnson and
Rupert H. Johnson, Jr. disclosed that as of Aug. 31, 2016, they
beneficially own 2,500,000 shares of common stock of Bill Barrett
Corporation representing 4.2 percent of the shares outstanding.  A
full-text copy of the regulatory filing is available for free at:

                       https://is.gd/Qb11KF

                        About Bill Barrett

Bill Barrett Corporation is an independent energy company that
develops, acquires and explores for oil and natural gas resources.
All of the Company's assets and operations are located in the Rocky
Mountain region of the United States.

Bill Barrett reported a net loss of $488 million in 2015 following
net income of $15.08 million in 2014.

As of June 30, 2016, Bill Barret had $1.34 billion in total assets,
$809 million in total liabilities, and $534 million in total
stockholders' equity.

                         *    *    *

As reported by the TCR on June 10, 2016, Moody's Investors Service
affirmed Bill Barrett Corporation's (Bill Barrett) Caa2 Corporate
Family Rating (CFR) and revised the Probability of Default Rating
(PDR) to 'Caa2-PD/LD' from 'Caa2-PD.'

"Bill Barrett's debt for equity exchange achieved some reduction in
its overall debt burden, but the company's cash flow and leverage
metrics continue to remain challenged as its hedges roll off in
2017," commented Amol Joshi, Moody's Vice President.


BONANZA CREEK: S&P Raises CCR to 'CC', Outlook Negative
-------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on U.S.-based
oil and gas exploration and production company Bonanza Creek Energy
Inc. to 'CC' from 'D'.  The rating outlook is negative.

At the same time, S&P raised its issue-level rating on the
company's senior unsecured debt to 'CC' from 'D'.  The recovery
rating is unchanged at '6', indicating S&P's expectation for
negligible (0%-10%) recovery of principal in the event of a payment
default.

"The upgrade follows the company's announcement that it has made
the interest payment on its unsecured notes due 2023 within the 30
day grace period," said S&P Global Ratings' credit analyst Daniel
Krauss, CFA.  The ratings reflect Bonanza Creek's heightened
default risk in the next few months, given its upcoming semiannual
$16.9 million interest payment on the $500 million unsecured notes.
The ratings also reflect S&P's view that, despite having
sufficient cash balances to make this payment, Bonanza Creek may
elect not to make the next interest payment as it did in August
with the $300 million unsecured notes.  The company is also
overdrawn on its revolving credit facility by $73 million as of
June 30, 2016, and it is subject to roughly $15 million in monthly
deficiency payments through November.  S&P believes the borrowing
base will be further reduced at the upcoming fall redetermination.

"The negative rating outlook reflects the potential the we could
lower our corporate credit rating on Bonanza Creek to 'D' within
the next few months if the company doesn't makes its upcoming
interest or deficiency payments in a timely manner," said
Mr. Krauss.  "We could also lower the rating if the company
completes a debt exchange, which we view as distressed."

S&P could raise the rating if the company meets its upcoming
obligations, and S&P no longer viewed a default as a virtual
certainty within the next 12 months.


BREITBURN ENERGY: U.S. Trustee & Committee Oppose Incentive Plan
----------------------------------------------------------------
BankruptcyData.com reported that the U.S. Trustee assigned to the
Breitburn Energy Partners case filed with the U.S. Bankruptcy Court
an objection to the Debtors' motion for an order approving bonus
programs for certain key employees.  The objection explains, "The
Debtors have not met their burden to show that the KEIP (defined
below), which seeks to pay cash awards to their most senior
executives, is not a retention plan governed by Section 503(c)(1)
of the Bankruptcy Code. Nor is it clear from the Motion and
accompanying declaration whether the proposed metrics are truly
incentivizing and difficult to achieve.  Further, the KEIP should
not be approved in its current form under Section 503(c)(3) because
there is no evidence that the insiders would not perform their
fiduciary duties and do the work necessary to maximize the value of
the estates irrespective of the proposed bonuses.  The information
provided regarding the KEP is also deficient.  The KEP fails to
disclose the amount of the bonuses to be awarded or the titles and
job descriptions of the participants.  Without this information it
is not possible for the Court, the United States Trustee and other
parties-in-interest to determine whether any of the KEP
participants are insiders and whether the proposed bonus plans
should be evaluated under Section 503(c)(1). Finally, the KEP is to
be paid at the discretion of the Board of Directors and/or
Compensation Committee, with no enumerated criteria or Court
oversight."  The official committee of unsecured creditors also
filed a separate objection to the same motion.

                   About Breitburn Energy

Breitburn Energy Partners LP and 21 of its affiliates filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Lead Case No. 16-11390) on May 15, 2016,
listing assets of $4.71 billion and liabilities of $3.41 billion.

Breitburn Energy et al., are an independent oil and gas partnership
engaged in the acquisition, exploitation and development of oil and
natural gas properties, Midstream Assets, and a combination of
ethane, propane, butane and natural gasolines that when removed
from natural gas become liquid under various levels of higher
pressure and lower temperature, in the United States. The Debtors
conduct their operations through Breitburn Parent's wholly-owned
subsidiary, Breitburn Operating LP, and BOLP's general partner,
Breitburn Operating GP LLC.

The Debtors have engaged Weil Gotshal & Manges LLP as counsel,
Alvarez & Marsal North America, LLC as financial advisor, Lazard
Freres & Co. LLC as investment banker, PricewaterhouseCoopers as
auditor and tax advisor and Prime Clerk LLC as claims and noticing
agent. Curtis, Mallet-Prevost, Colt & Mosle LLP serves as their
conflicts counsel.

The cases are pending before the Honorable Stuart M. Bernstein.

The U.S. trustee for Region 2 appointed three creditors of
Breitburn Energy Partners LP and its affiliates to serve on the
official committee of unsecured creditors. The committee retained
Milbank, Tweed, Hadley & McCloy LLP as its legal counsel.


BRIGHT MOUNTAIN: Recurring Losses Raises Going Concern Doubt
------------------------------------------------------------
Bright Mountain Media, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $531,907 on $336,042 of product
sales for the three months ended June 30, 2016, compared with a net
loss of $387,776 on $323,848 of product sales for the same period
in the prior year.

The Company's balance sheet at June 30, 2016, showed $2.03 million
in total assets, $612,026 in total liabilities, and a stockholders'
equity of $1.42 million.

The Company sustained a net loss of $1,180,864 and used cash in
operating activities of $911,503 for the six months ended June 30,
2016.  The Company had an accumulated deficit of $7,338,619 at June
30, 2016.  These factors raise substantial doubt about the ability
of the Company to continue as a going concern for a reasonable
period of time.  The Company's continuation as a going concern is
dependent upon its ability to generate revenues and its ability to
continue receiving investment capital and loans from related
parties to sustain its current level of operations.

A copy of the Form 10-Q is available at:
                              
                       https://is.gd/5lIT01

Based in Boca Raton, Fla., Bright Mountain Media, Inc., a media
holding company, owns and manages Websites in the United States.
It operates through two segments, Product Sales and Services.  The
company develops Websites, which provide information and news to
military, law enforcement, first responders, and other public
sector employees; and information, including originally written
news content, blogs, forums, career information, and videos.


BURCON NUTRASCIENCE: Shareholders Elect Seven Directors
-------------------------------------------------------
Burcon NutraScience Corporation announced the results from its 2016
annual meeting of shareholders held on Sept. 8, 2016.  All of the
seven nominees set out in Burcon's management proxy circular dated
July 25, 2016, proposed by management for election to the board of
directors at the Meeting were elected to the board, namely: Allan
Yap, Rosanna Chau, David Lorne John Tyrrell, Alan Chan, Matthew
Hall, Douglas J. Gilpin and Peter H. Kappel.

Each director elected will hold office until the conclusion of the
next annual meeting of shareholders of Burcon or until his or her
successor is elected or appointed, unless his or her office is
earlier vacated in accordance with Burcon's by-laws or with the
provisions of the Business Corporations Act (Yukon).

                  About Burcon NutraScience        

Headquartered in Vancouver, Canada, Burcon NutraScience
Corporation has developed a portfolio of composition, application,
and process patents originating from its core protein extraction
and purification technology.  The Company's patented processes
utilize inexpensive oilseed meals and other plant-based sources
for the production of purified plant proteins that exhibit certain
nutritional, functional and nutraceutical profiles.

Burcon NutraScience reported a net loss of C$6.56 million on
C$106,390 of revenue for the year ended March 31, 2016, compared to
a net loss of C$6.57 million on C$105,387 of revenue for the year
ended March 31, 2015.

As of June 30,2016, Burcon had C$5.12 million in total assets,
C$2.45 million in total liabilities and C$2.67 million in
shareholders' equity.


BURGI ENGINEERS: Hires Hegger as Corporate Counsel
--------------------------------------------------
Burgi Engineers, LLC, and Burgi Corporation seek authority from the
U.S. Bankruptcy Court for the District of Montana to employ Hegger
Law Firm as special legal counsel to the Debtors.

Burgi Engineers requires Hegger to counsel and represent locally
with regard to corporate matters including customer and vendor
contract review, employee matters, intellectual property
protection, and corporate organization and governance.

Hegger will be paid at the hourly rate of $275.

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

Richard Hegger, member of the Hegger Law Firm, 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.

Hegger can be reached at:

     Richard Hegger, Esq.
     HEGGER LAW FIRM
     655 W Reserve Drive
     Kalispell, MT 59901
     Tel: (406) 758-7534

                   About Burgi Corporation

Burgi Corporation, based in Columbia Falls, MT, filed a Chapter 11
petition (Bankr. D. Mont. Case No. 16-60771) on July 28, 2016. The
Hon. Ralph B. Kirscher presides over the case. Maggie W Stein,
Esq., at Goodrich & Reely, PLLC, serves as bankruptcy counsel.

In its petition, the Debtor estimated $532,282 in assets and $1.08
million in liabilities. The petition was signed by Robert Burgi,
president.

No official committee of unsecured creditors has been appointed in
the case.



C & S COMPANY: Hires David J. Winterton as Counsel
--------------------------------------------------
C & S Company seeks authority from the U.S. Bankruptcy Court for
the District of Nevada to employ David J. Winterton & Assoc., Ltd.
as counsel to the Debtor.

C & S Company requires David J. Winterton to attend hearings, file
required schedules and papers, prepare disclosure statement and
plan of reorganization, counsel the Debtor, and other
representation necessary to reorganize the Debtor.

David J. Winterton will be paid at these hourly rates:

     Attorneys                  $250-$400
     Paralegal                  $150

David J. Winterton will also be reimbursed for reasonable
out-of-pocket expenses incurred.

David J. Winterton, member of the law firm of David J. Winterton &
Assoc., Ltd., 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 Debtor and
its estates.

David J. Winterton can be reached at:

     David J. Winterton, Esq.
     DAVID J. WINTERTON & ASSOC., LTD.
     1140 N. Town Center Drive, Suite 120
     Las Vegas, NV 89144
     Tel: (702) 363-0317
     Fax: (702) 363-1630
     E-mail: david@davidwinterton.com

                     About C & S Company

C & S Company, based in North Las Vegas, NV, filed a Chapter 11
petition (Bankr. D. Nev. Case No. 16-14155) on July 28, 2016. The
Hon. Laurel E. Davis presides over the case. David J. Winterton,
Esq., at David Winterton & Associates, Ltd., serves as counsel.

In its petition, the Debtor estimated $120,000 to $2.42 million in
both assets and liabilities. The petition was signed by Stacey
Lindburg, president.

No official committee of unsecured creditors has been appointed in
the case.



CAESARS ENTERTAINMENT: Apollo, TPG Offered $250MM for Deal
----------------------------------------------------------
Steven Church, writing for Bloomberg News, reported that Apollo
Global Management LLC and TPG Capital offered to pay $250 million
to help get Caesars Entertainment Operating Co. out of bankruptcy,
according to two Apollo executives, contradicting claims that the
casino company's private-equity sponsors refused to spend their own
money to make peace with creditors.

According to the report, a mediator working to foster agreement
between bondholders and parent company Caesars Entertainment Corp.
asked Apollo and TPG whether they "would fund up to $250 million to
reach a 'best and final' deal" that paid the bondholders 58 percent
of what they are owed, Apollo executives Marc J. Rowan and David B.
Sambur said in a filing in Chicago federal court.

The mediator "was advised that the sponsors would provide the
incremental funding," the report related, citing Rowan and Sambur
as saying in the filing, which asks U.S. Bankruptcy Judge A.
Benjamin Goldgar to block the bondholders' request for personal
financial information.

Settlement talks involving Rowan and Sambur in August failed to
produce a deal, the report further related, citing the filing.  The
executives said the bondholders demanded "several times" the $250
million offered, the report said.

Bloomberg recalled that in August, Judge Goldgar complained that
the private equity firms, which control Las Vegas-based Caesars,
were seeking to use bankruptcy to get a "free ride" past potential
damages in bondholder lawsuits related to the operating company's
collapse.

The bondholders say the parent, at the behest of Apollo and TPG,
abandoned a repayment guarantee and shifted assets out of the the
operating unit that could have been used to pay its debts, the
report added.

                    About Caesars Entertainment

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

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

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

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

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

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

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

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

                         *     *     *

The U.S. Bankruptcy Court for the Northern District of Illinois
approved the adequacy of the disclosure statement explaining the
second amended joint Chapter 11 plan of reorganization of Caesars
Entertainment Operating Company Inc. and its debtor-affiliates.

The Court set Oct. 31, 2016, at 4:00 p.m. (prevailing Central
Time) as last day for any holder of a claim entitle to vote to
accept or reject the Debtors' plan.

A hearing is set for Jan. 17, 2017, at 10:30 a.m. (prevailing
Central Time) in Courtroom No. 642 in the Everett McKinley Dirksen
United States Courthouse, 219 South Dearborn Street, Chicago,
Illinois, to confirm the Debtors' plan.  Objections to
confirmation, if any, are due Oct. 31, 2016, at 4:00 p.m.
(prevailing Central Time).


CAESARS ENTERTAINMENT: Bankruptcy Mediator Abruptly Resigns
-----------------------------------------------------------
Lillian Rizzo, writing for The Wall Street Journal Pro Bankruptcy,
reported that in a surprising twist to Caesars Entertainment
Operating Corp.'s bankruptcy odyssey, the mediator overseeing the
legal disputes between the casino company and bondholders has
resigned.

"I have truly enjoyed working with the various constituencies
involved with the effort of reorganizing the companies," former
federal judge Joseph J. Farnan Jr. wrote in a letter filed on Sept.
9.  "However, recent events have convinced me that I am unable to
continue the mediation process."

Mr. Farnan in the letter added that his resignation isn't meant "to
fault or criticize" anyone involved in the case, but he drew
attention to what he called an "atypical view" of the mediation
process in the Caesars case, and his apparent disappointment that a
bankruptcy judge found issue with a recent progress report that the
judge said didn't include enough details about the discussions and
proposals exchanged during mediation, the report related.

"I believe the Court either misspoke or doesn't understand how such
disclosures would be viewed by participants and the markets," Mr.
Farnan wrote, the report further related.  U.S. Bankruptcy Judge A.
Benjamin Goldgar is overseeing the chapter 11 case, the report
noted.

Mr. Farnan, who was once a federal judge in Delaware, has been
called upon to mediate some of the nastiest bankruptcy battles in
recent years, including the dust-up with Major League Baseball that
landed the Los Angeles Dodgers in chapter 11, the report said.  He
also is trying to broker peace now in a fight over $7.3 billion
raised in the bankruptcy of Nortel Networks Corp., an effort that
could pay off with a settlement that would end years of court
battles, the report added.

Mr. Farnan was brought in to help the Caesars unit bring its
creditors on board with a plan to restructure some $18 billion in
debt, the report related.  The goal of the discussions has been to
settle legal claims related to accusations that parent company
Caesars Entertainment Corp. and its private-equity owners stripped
the bankrupt operating unit of its most valuable assets, the report
said.  Caesars and its private-equity owners Apollo Global
Management and TPG have denied such allegations, the report noted.

                    About Caesars Entertainment

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

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

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

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

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

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

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

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

                         *     *     *

The U.S. Bankruptcy Court for the Northern District of Illinois
approved the adequacy of the disclosure statement explaining the
second amended joint Chapter 11 plan of reorganization of Caesars
Entertainment Operating Company Inc. and its debtor-affiliates.

The Court set Oct. 31, 2016, at 4:00 p.m. (prevailing Central
Time) as last day for any holder of a claim entitle to vote to
accept or reject the Debtors' plan.

A hearing is set for Jan. 17, 2017, at 10:30 a.m. (prevailing
Central Time) in Courtroom No. 642 in the Everett McKinley Dirksen
United States Courthouse, 219 South Dearborn Street, Chicago,
Illinois, to confirm the Debtors' plan.  Objections to
confirmation, if any, are due Oct. 31, 2016, at 4:00 p.m.
(prevailing Central Time).


CALICO VENTURES: Hires McCarthy Reynolds as Counsel
---------------------------------------------------
Calico Ventures, LLC, seeks authority from the U.S. Bankruptcy
Court for the District of South Carolina to employ McCarthy
Reynolds & Penn, LLC as counsel to the Debtor, effective August 30,
2016.

Calico Ventures requires McCarthy Reynolds to:

   a. advise the Debtor of its rights, powers and duties;

   b. attend meetings with the Debtor and hearings before the
      bankruptcy Court;

   c. assist other professionals retained by the Debtor in the
      investigation of the acts, conduct, assets, liabilities and
      financial condition of the Debtor, and any other matters
      relevant to the case or to the formulation of a plan of
      reorganization or liquidation;

   d. investigate the validity, extent, and priority of secured
      claims against the Debtor's estate, and investigate the
      acts and conduct of such secured creditors and other
      parties to determine whether any causes of action may
      exist;

   e. advise the Debtor with regard to the preparation and filing
      of all necessary and appropriate applications, motions,
      pleadings, draft orders, notices, schedules, and other
      documents, and review all financial and other reports to
      be filed in the case;

   f. advise he Debtor with regard to the preparation and filing
      of responses to applications, motions, pleadings, notices
      and other papers that may be filed and served in the
      chapter 11 cases by other parties; and

   g. perform other necessary legal services for and on behalf of
      Debtor that may be necessary or appropriate in the
      administration of the chapter 11 case.

McCarthy Reynolds will be paid at these hourly rates:

     G. William McCarthy, Jr.              $425
     Daniel J. Reynolds, Jr.               $325
     W. Harrison Penn                      $300
     Paralegals and Assistants             $100-$125

McCarthy Reynolds will be paid a retainer in the amount of
$12,500.

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

Daniel J. Reynolds, Jr., member of the law firm of McCarthy
Reynolds & Penn, LLC, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estates.

McCarthy Reynolds can be reached at:

     Daniel J. Reynolds, Jr., Esq.
     MCCARTHY REYNOLDS & PENN, LLC
     1517 Laurel Street
     Columbia, SC 29201
     Tel: (803) 771-8836
     Fax: (803) 753-6960
     E-mail: dreynolds@mccarthy-lawfirm.com

                     About Calico Ventures, LLC

Calico Ventures, LLC, based in Greenville, SC, filed a Chapter 11
petition (Bankr. D.S.C. Case No. 16-04398) on August 30, 2016. The
Hon. Helen E. Burris presides over the case. Daniel J. Reynolds,
Jr., Esq., at McCarthy Reynolds & Penn, LLC, serves as bankruptcy
counsel.

In its petition, the Debtor estimated $1.40 million to $1.11
million in both assets and liabilities. The petition was signed by
Jack H. Davis, manager.

No official committee of unsecured creditors has been appointed in
the case.



CALVERY SERVICES: Hires McIntyre Thanasides as Counsel
------------------------------------------------------
Calvery Services Corp., seeks authority from the U.S. Bankruptcy
Court for the Middle District of Florida to employ McIntyre
Thanasides Bringgold Elliott Grimaldi & Guito, P.A. as counsel to
the Debtor.

Calvery Services requires McIntyre Thanasides to:

   a. render legal advice with respect to the Debtor's powers and
      duties as debtor-in-possession, the continued operation of
      its business and/or the management of its property;

   b. prepare on behalf of the Debtor any necessary petitions,
      motions, applications, answers, orders, reports, and other
      legal papers;

   c. appear before the bankruptcy Court and the U.S. Trustee to
      represent and protect the interests of the Debtor;

   d. take all necessary legal steps to confirm a plan of
      reorganization;

   e. represent the Debtor in all adversary suits, contested
      matters and matters involving administration of the case;

   f. represent the Debtor in any negotiations with potential
      financing sources and prepare contracts, security
      instruments, or other documents necessary to obtain
      financing;

   g. take any necessary action to recover any voidable transfers
      and to avoid any liens against Debtor's property obtained
      within 90 days of the filing of the petition in
      Chapter 11 and at a time when the Debtor was insolvent;

   h. enjoin or stay any and all suits against the Debtor
      affecting the Debtor-in-Possession's ability to continue in
      business or affecting property in which the Debtor has
      equity;

   i. perform all other legal services that may be necessary for
      the proper preservation and administration of the Chapter
      11 case.

McIntyre Thanasides will be paid a retainer in the amount of
$20,000.

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

James W. Elliott, member of the law firm of McIntyre Thanasides
Bringgold Elliott Grimaldi & Guito, P.A., assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.

McIntyre Thanasides can be reached at:

     James W. Elliott, Esq.
     MCINTYRE THANASIDES BRINGGOLD
       ELLIOTT GRIMALDI & GUITO, P.A.
     500 E. Kennedy Blvd., Suite 200
     Tampa, FL 33602
     Tel: (813) 899-6059
     E-mail: james@mcintyrefirm.com

                    About Calvery Services

Calvery Services Corp., filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Fla. Case No. 16-07075) on August 17, 2016, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by James W Elliott, Esq., at McIntyre Thanasides
Bringgold Elliott Grimaldi & Guito, P.A.

No official committee of unsecured creditors has been appointed in
the case.



CAMINO AGAVE: IRS Consents to Cash Collateral Use
-------------------------------------------------
Camino Agave, Inc., an oilfield construction company, asked the
Bankruptcy Court for permission to use cash collateral of its
secured creditors to pay vendors, suppliers, employees and
contractors.

The Debtor proposed to use Cash Collateral in accordance with the
terms of a two-week budget.  The Debtor projects that for the week
beginning Sept. 5, 2016, total cash receipts will be $568,018 and
for the week beginning Sept. 12, 2016, total cash receipts will be
$554,905.  The Company expects total cash spending of $543,800 for
the week beginning Sept. 5, 2016, and total cash paid out of
$262,500 for the week beginning Sept. 12, 2016.  A full-text copy
of the 2-Week Cash Flow Projection is available for free at:

                              https://is.gd/EqVXHm

"If [the] Debtor cannot pay trade creditors with available cash
supply, sources will cease, orders will not be satisfied, and
critical contracts with customers will be jeopardized," according
to Dean W. Greer, Esq., at Dean W. Greer, the Debtor's counsel.
"Furthermore, [the] Debtor must immediately pay employees on a
regular basis or face a potential walk-out."

The Debtor said it has $3,905,690 receivables, of which only
$112,000 is deemed uncollectible.  Both ShaleSource Funding, LLC
and the Internal Revenue Service asserted lien on the Debtor's
accounts receivable.

Prior to the Petition Date, the Debtor factored its accounts
receivable with ShaleSource, the proceeds of which, constitute cash
collateral.  ShaleSource obtained its relationship with the Debtor
and its interest in the Cash Collateral from the Debtor's prior
lender, Wells Fargo.  ShaleSource shares ownership and control
through its common principal, Darren Kolbe.  The IRS's lien is
based on a tax lien filed by the IRS for unpaid 1120 taxes for 2014
plus civil penalties of $170,970 (disputed).  

The Debtor believes that ShaleSource had a prepetition lien on
receivables but will not have a lien on post-petition receivables.

Prior to the bankruptcy filing, the Debtor (through its counsel)
discussed the use of Cash Collateral with Mr. Gary Wright,
assistant United States Attorney, acting for the IRS.  The parties
agreed to condition the use of Cash Collateral on the granting by
the Debtor of replacement lien on the post-petition collateral to
the extent the IRS prepetition collateral is diminished by such
use.

As adequate protection payments, the Debtor proposes to pay $3,500
to the IRS beginning on Oct. 15, 2016.  The Debtor also agrees to
remain current on all tax obligations, including but not limited
to, deposits of employee withholdings for income, Social Security
taxes and hospital insurance (Medicare) and employer's contribution
for Social Security taxes and deposit excise tax, if applicable.

If any defaults occurred, the Debtor would have 20 days after such
notification to cure; otherwise the continued use of Cash
Collateral would be denied and the IRS could file a motion to
dismiss or convert the case.  The Debtor would be allowed three
defaults.

"Without the use of Cash Collateral, the Debtor may not have
sufficient operating capital with which to continue business
operations," Mr. Greer stated.  "Such a cessation of operations
will severely and adversely impact the value of the Debtor's estate
and the ultimate dividend to the Debtor's creditors."

                      About Camino Agave

Headquartered in Floresville, Texas, Camino Agave, Inc., offers
equipment and services for drilling operations to the oilfield
industry in South Texas.  The Company, which has been operating for
more than 16 years, provides various oilfield services, such as
construction works, drilling rig locations, facility hook-ups,
sandblasting and painting, road works, fiberglass and steel
pipelines, reserve pit remediation, and hourly lease crews.

Camino Agave filed a voluntary petition under Chapter 11 of the
Bankruptcy Code (Bank. W.D. Tex. Case No. 16-52063) on Sept. 7,
2016.  Darren Kolbe signed the petition as president.  The case is
assigned to Judge Ronald B. King.  In its bankruptcy petition, the
Debtor disclosed total assets of $17.3 million and total
liabilities of $10.2 million.


CANCER GENETICS: Has $5.5 Million Registered Direct Offering
------------------------------------------------------------
Cancer Genetics, Inc., said it has entered into definitive
agreements with institutional investors for an offering of 2.75
million shares of common stock with gross proceeds of approximately
$5.5 million in a registered direct offering.

Concurrently in a private placement, for each share of common stock
purchased by an investor, such investor will receive from the
Company an unregistered warrant to purchase one-half of a share of
common stock.  The warrants have an exercise price of $2.25 per
share, will be exercisable six months from the date of issuance,
and will expire five years from the initial exercise date.  The
closing of the offering is expected to take place on or about Sept.
14, 2016, subject to the satisfaction of customary closing
conditions.

Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC, acted as
the exclusive placement agent in connection with this offering.

Net proceeds from the offering are expected to be approximately $5
million.  Cancer Genetics intends to use the net proceeds from the
offering for general corporate purposes.

The shares of common stock described above (but not the warrants or
the shares of common stock underlying the warrants) are being
offered pursuant to a shelf registration statement (File No.
333-196374).  Those shares of common stock may be offered only by
means of a prospectus, including a prospectus supplement, forming a
part of the effective registration statement.

The warrants and the shares of common stock underlying the warrants
to be issued in the offering have not been registered under the
Securities Act of 1933, as amended, or applicable state securities
laws.  Accordingly, the warrants and underlying shares of common
stock underlying the warrants may not be offered or sold in the
United States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Securities Act and such applicable state
securities laws.

                       Credit Facility

The Company has entered into a term sheet with its existing lender
Silicon Valley Bank to restructure its current credit facility. The
closing of the restructured credit facility is contingent upon the
Company raising at least $5.0 million of new equity (the closing of
the equity financing discussed above would satisfy this condition),
in addition to other customary closing conditions. Pursuant to the
term sheet, the restructured credit facility would provide for a
$1.18 million term note and a one-year revolving line of credit for
an amount not to exceed the lesser of (i) $4 million or (ii) an
amount equal to 80% of eligible accounts receivable.  Both of these
new facilities will be used to repay outstanding indebtedness under
the current credit facility.  The Term Note would provide for a
six-month interest-only period followed by thirty-six months of
principal repayment.  The interest rate of the Term Note would be
the Wall Street Journal prime plus 2% with a floor of 3.50% and an
additional deferred interest payment equal to 5% of principal
amount will be due upon maturity.  Subject to a prepayment penalty,
the Company would be able to prepay the Term Note in whole or part
at any time.  The Line of Credit requires monthly interest-only
payments of the Wall Street Journal prime plus 1.5%, with a floor
of 3.50%.  In addition, the Company will pay a $26,667 modification
fee and a fee of 0.25% per year on the average unused portion of
the Line of Credit.

Similar to the existing loan agreement with SVB the new loan
agreement would require the Company to comply with certain
financial covenants and restricts us from, among other things,
paying cash dividends, incurring debt and entering into certain
transactions without the prior consent of the lenders.  Repayments
of amounts borrowed under the restructured credit facility may be
accelerated if an event of default occurs, which includes, among
other things, a violation of such financial covenants and negative
covenants.  The Company's obligations under the restructured credit
facility would be secured by a first security interest in
substantially all the assets (other than our intellectual property)
of the Company and its U.S. subsidiary.

The Company and SVB have not yet negotiated loan documents for such
a restructured credit facility.  There can be no assurances that
the Company will complete the restructuring of its current credit
facility on the terms set forth in the term sheet, or at all.  The
restructured credit facility remains subject to completion of
diligence and negotiation of definitive loan agreements, as well as
certain closing conditions, including the completion of the equity
financing discussed above, and there can be no assurance as to
whether or when the restructured credit facility may be completed,
or as to the final terms of the restructured credit facility.

                         Equity Plan

In addition, on July 19, 2016, the Company's Board of Directors
approved, subject to shareholder approval, an amendment to the
Company's 2011 Equity Incentive Plan to increase the shares
available for issuance thereunder by 500,000.  The Company plans to
submit such amendment for shareholder approval at its annual
meeting of shareholders on Oct. 11, 2016.
  
                    About Cancer Genetics

Rutherford, N.J.-based Cancer Genetics, Inc., is an early-stage
diagnostics company focused on developing and commercializing
proprietary genomic tests and services to improve and personalize
the diagnosis, prognosis and response to treatment (theranosis) of
cancer.

Cancer Genetics reported a net loss of $20.2 million on $18.0
million of revenue for the year ended Dec. 31, 2015, compared to a
net loss of $16.6 million on $10.2 million of revenue for the year
ended Dec. 31, 2014.

As of June 30, 2016, Cancer Genetics had $44.2 million in total
assets, $15.1 million in total liabilities and $29.2 million in
total stockholders' equity.  Total cash at the end of the quarter
was $10.6 million.


CERVANTES INC: Hires RJAC as Accountant
---------------------------------------
Cervantes, Inc., and its debtor-affiliates seek permission from the
U.S. Bankruptcy Court for the District of New Jersey to employ RJAC
and Associates, LLC as accountant for the Debtor-in-possession.

The Debtors require RJAC to:

    a. prepare financial documents, including but not limited to,
monthly operating reports of the Debtors;

    b. advise the Debtors with respect to its financial affairs;
and

    c. perform all other accounting services for the Debtors.

The Debtors agreed to compensate RJAC at its standard hourly rate
of $300.

Rachel Mujica, CPA, associated with the firm of RJAC and
Associates, LLC, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.

RJAC may be reached at:

      Rachel Mojica, CPA
      RJAC and Associates, LLC
      726 Boulevard, Suite 26
      Kenilworth, NJ 07033
      Phone: (908)241-1263
      Fax: (908)241-1265

                About Cervantes, Inc.
???
Cervantes, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
D.N.J. Case No. 15-29040) on October 8, 2015.??Hon. Stacey L.
Meisel presides over the case. Trenk, Dipasquale, Delia Fera &
Sodono, PC represents the Debtor as counsel.

In its petition, the Debtor estimated $0 to $50,000 in assets and
$1 million to $10 million in liabilities. The petition was signed
by Hector Alvarez, president.



CHARTER SCHOOL: Taps Henry Haddock as Consulting Expert
-------------------------------------------------------
Charter School Development Services, Inc. and Edu-Pro Management,
LLC seek authorization from the U.S. Bankruptcy Court for the
Middle District of Florida to employ Henry D. Haddock, president of
CRE Solutions & Analytics, LLC as consulting expert.

The Debtor requires Mr. Haddock to:

   (a) review relevant loan documents, filings, bank records, and
       correspondence related to the effective interest rate
       charged on loans to the Debtors and the various violations
       of banking standards of care;

   (b) consult with Debtors regarding the above matters;

   (c) provide insight, perspective and/or analysis with respect
       to the applicable financing terms, conditions,
       documentation and/or administration of the respective
       loans; and

   (d) if determined to be necessary by the Debtors and by the
       events of the case, the Debtors may hire Haddock as a
       testifying expert on the same terms.

The Debtors will pay Mr. Haddock, subject to approval of the Court,
standard hourly rates of $275 per hour for casework and $325 per
hour for appearances. A one-time administration fee of $795 will be
charged and split between the Debtors.

Mr. Haddock also be reimbursed for reasonable out-of-pocket
expenses incurred.

Henry D. Haddock, managing member of CRE Solutions, 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.

Mr. Haddock can be reached at:

       Henry D. Haddock
       CRE SOLUTIONS & ANALYTICS, LLC
       P.O. Box 783305
       Winter Garden, FL 34778
       Tel: (407) 443-1116

         About Charter School Development Services, Inc.

Charter School Development Services, Inc. filed a Chapter 11
bankruptcy petition (Bankr. M.D. Fla. Case No. 16-04312) on June
29, 2016.  Nardella & Narella PLLC represents the Debtor as
counsel.  In its petition, the Debtor estimated $1 million to $10
million in both assets and liabilities.  The petition was signed by
Vince V. Desai, president.



CHC GROUP: Akin Gump Represents Ad Hoc Noteholder Group
-------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the Ad Hoc Noteholder Group submitted with the U.S. Bankruptcy
Court for the Northern District of Texas its first supplemental
verified statement, stating that the group has engaged Akin Gump
Strauss Hauer & Feld LLP to represent it in connection with the
potential restructuring of CHC Group Ltd., et al.

On May 24, 2016, Akin Gump filed the Verified Statement of the Ad
Hoc Noteholder Group Pursuant to Bankruptcy Rule 2019, which listed
the nature and amount of all disclosable economic interests held or
managed by each member of the Ad Hoc Noteholder Group.  Akin Gump
filed a Supplemental Verified Statement to update the information
contained in the Verified Statement.

As of Sept. 8, 2016, Akin Gump represents the Ad Hoc Noteholder
Group in connection with the Debtors' Chapter 11 cases.  Akin Gump
does not represent or purport to represent any other entities in
connection with these Chapter 11 cases.

Akin Gump does not represent the Ad Hoc Noteholder Group as a
"committee" and does not undertake to represent the interests of,
and is not a fiduciary for, any creditor, party in interest, or
entity other than the Ad Hoc Noteholder Group.  In addition, the Ad
Hoc Noteholder Group does not represent or purport to represent any
other entities in connection with the Debtors' Chapter 11 cases.

The members of the Ad Hoc Noteholder Group either hold claims or
manage funds and accounts that hold claims against the Debtors'
estates arising on account of the Senior Secured Notes, and certain
members of the Ad Hoc Noteholder Group also hold claims on
account of other debt issued by the Debtors.  In accordance with
Bankruptcy Rule 2019, a list of the names, addresses, and "the
nature and amount of all disclosable economic interests" in
relation to the Debtors reported to Akin Gump to be held as of
Sept. 8 by each member of the Ad Hoc Noteholder Group is available
for free at http://bankrupt.com/misc/CHCGROUP_845_rule2019.pdf

The Ad Hoc Noteholder Group is represented by:

     Marty L. Brimmage, Jr., Esq.
     AKIN GUMP STRAUSS HAUER & FELD LLP
     1700 Pacific Avenue, Suite 4100
     Dallas, TX 75201-4624
     Tel: (214) 969-2800
     Fax: (214) 969-4343
     E-mail: mbrimmage@akingump.com

          -- and --

     Michael S. Stamer, Esq.
     Jason P. Rubin, Esq.
     One Bryant Park
     New York, New York 10036
     Tel: (212) 872-1000
     Fax: (212) 872-1002
     E-mail: mstamer@akingump.com
             jrubin@akingump.com

          -- and --

     James Savin, Esq.
     1333 New Hampshire Avenue, N.W.
     Washington, DC 20036
     Tel: (202) 887-4000
     Fax: (202) 887-4288
     E-mail: jsavin@akingump.com

                    About CHC Group Ltd.

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

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

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


CHRISTIAN FAMILY CHURCH: Hires Markarian Frank & Hayes as Attorney
------------------------------------------------------------------
Christian Family Church International, Inc., seeks authorization
from the U.S. Bankruptcy Court for the Southern District of Florida
to employ Markarian Frank & Hayes as attorney for the Debtor.

The Debtor requires Markarian Frank & Hayes to:

     a. give advice to the Debtor with respect to its powers and
duties as debtor in possession and the continued management of its
business operations;

     b. advise the Debtor with respect to its responsibilities in
comlying with the US Trustee's Operating Guidelines and Reporting
Requirements and with the rules of the court;

     c. prepare motions, pleading, orders, applications, adversary
proceedings, and other legal documents necessary in the
administration of the case;

     d. protect the interest of the debtor in all matters pending
before the court; and

    e. represent the Debtor in negotiation with their creditors in
the preparation of a plan.

Markarian Frank & Hayes received a retainer of $6,500 for the
services from third parties that are not involved in this
bankruptcy proceeding. The funds were paid by Steven Barry, William
Habnsky and Maureen Barry.

Steven Barry is an equity holder of the Debtor.  Maureen Barry is
the mother of Steven Barry.

Malinda L. Hayes, Esq., employed by the firm go Markairan Frank &
Hayes, assured the Court that the firm does not represent any
interest adverse to the Debtor and its estates.

Markarian Frank & Hayes may be reached at:

      Malinda L. Hayes, Esq.
      Markairan Frank & Hayes
      2925 PGA Blvd., Suite 204
      Palm Beach, FL 33410
      Tel: 561-626-4700
      Fax: 561-627-9479

                About Christian Family Church

Christian Family Church International, Inc., filed a Chapter 11
petition (Bankr. S.D. Fla. Case No. 16-10048) on Jan. 4,
2016.????The petition was signed by Steven Barry, director.????The
Debtor disclosed total assets of $1.99 million and total debt of
$4.74 million.

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 Christian Family Church International.

The Debtor is represented by Norman L. Schroeder II, Esq., at
Norman L. Schroeder, II PA.????The case is assigned to Judge Erik
P. Kimball.


CIRCUIT CITY: Toshiba Can't Enforce Subpoena vs Liquidating Trust
-----------------------------------------------------------------
Judge Kevin R. Huennekens of the United States Bankruptcy Court for
the Eastern District of Virginia, Richmond Division, granted the
motion filed by the Circuit City Stores Inc. Liquidating Trust for
protection from a foreign subpoena issued at the behest of Toshiba
Corporation and Toshiba America Electronic Components, Inc.

The subpoena was issued in connection with an action in which the
Liquidating Trust is not a party, State of Illinois v. Hitachi,
Ltd., currently pending as Case No. 12-CH-35266 in the Circuit
Court of Cook County, Illinois.  Toshiba sought to take a discovery
deposition of the person or persons designated by Alfred H. Siegel,
as Trustee of the Liquidating Trust about information known or
reasonably available to Circuit City concerning 18 matters listed
in the subpoena.  The subpoena required "Circuit City to produce
one or more witnesses... who are knowledgeable and prepared to
testify about each of the matters [designated on] the List of
Matters on Which Examination is Requested."  The subpoena warned
that failure to comply with the subpoena will subject the
Liquidating Trust to punishment for contempt of court.

Judge Huenneken found that the Liquidating Trust was incapable of
complying with the subpoena, as it did not employ any Circuit City
personnel who had knowledge about the matters on which examination
was requested.  Thus, the judge ruled to grant the Liquidating
Trust'S Motion for Protection and enjoined Toshiba from enforcing
the subpoena against the Liquidating Trust.

A full-text copy of Judge Huennekens's September 6, 2016 memorandum
opinion is available at
http://bankrupt.com/misc/vaeb08-35653-13939.pdf  

                    About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty      
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Va. Lead Case No. 08-35653) on Nov. 10, 2008.
InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.  The Debtors disclosed total assets of
$3,400,080,000 and debts of $2,323,328,000 as of Aug. 31, 2008.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, served as the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, acted as the Debtors' local counsel.
The Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel was Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC served as the Debtors' claims and voting
agent.

Circuit City opted to liquidate its 721 stores and obtained the
Bankruptcy Court's approval to pursue going-out-of-business sales,
and sell its store leases in January 2009.

In May 2009, Systemax Inc., a multi-channel retailer of computers,
electronics, and industrial products, acquired certain assets,
including the name Circuit City, from the Debtors through a Court-
approved auction.

On Sept. 14, 2010, the Court entered an order confirming the
Debtors' Plan of Liquidation, which created the Circuit City
Stores, Inc. Liquidating Trust and appointed Alfred H. Siegel as
Trustee.  The Plan became effective Nov. 1, 2010.


CJ HOLDING: Creditors Committee Taps Conway MacKenzie as Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
bankruptcy of CJ Holding Co., et al., seeks authority from the
U.S. Bankruptcy Court for the Southern District of Texas to retain
Conway MacKenzie, Inc., as its financial advisor.

As financial advisor, CM will render, among other services, these
services to the Committee:

   a. Assistance in the analysis, review and monitoring of the
      restructuring process, including, but not limited to an
      assessment of potential recoveries for general unsecured
      creditors;

   b. Assistance in the review of financial information prepared
      by the Debtors, including cash flow projections and
      budgets, business plans, cash receipts and disbursement
      analysis, asset and liability analysis, and the economic
      analysis of proposed transactions for which Court approval
      is sought;

   c. Assistance with the review of the Debtors' analysis of core
      and non-core business assets and the potential disposition
      or liquidation of the same;

   d. Assistance with review of any tax issues associated with
      preservation of net operating losses, refunds due to the
      Debtors, plans of reorganization, and asset sales;

   e. Assistance in the review and/or preparation of information
      and analysis necessary for the confirmation of a plan and
      related disclosure statement in these chapter 11
      proceedings;

   f. Attendance at meetings and assistance in discussions with
      the Debtors, potential investors, banks, other secured
      lenders, the Committee and any other official committees
      organized in these Cases, the U.S. Trustee, other parties
      in interest and professionals hired by the same, as
      requested;

   g. Assistance in the review of financial related disclosures
      required by the Court, including the Schedules of Assets
      and Liabilities, the Statement of Financial Affairs and
      Monthly Operating Reports;

   h. Assistance with the review of the Debtors' cost/benefit
      analysis with respect to the affirmation or rejection of
      various executory contracts and leases;

   i. Assistance in the evaluation, analysis and forensic
      investigation of avoidance actions, including fraudulent
      conveyances and preferential transfers and certain
      transactions between the Debtors and affiliated entities;

   j. Assistance in the prosecution of Committee
      responses/objections to the Debtors' motions, including
      attendance at depositions and provision of expert
      reports/testimony on case issues as required by the
      Committee; and

   k. Render such other general business consulting or such other
      assistance as the Committee or its counsel may deem
      necessary that are consistent with the role of a financial
      advisor and not duplicative of services provided by the
      Committee's other professionals in these Cases.

CM's current hourly rates applicable to the principal professionals
and paraprofessionals proposed to represent the Committee are:

   Professional and Title          Hourly Rate
   ----------------------          -----------
   John T. Young, Jr.,
   Senior Managing Director           $1,055

   Jeffrey N. Huddleston,
   Managing Director                    $865

   Paul F. Jansen, Managing Director    $865
   Benjamin J. Matz, Director           $585
   Matthew D. Sedigh, Director          $585
   Matthew J. Reilly, Sr. Associate     $445
   Chris Gordon Senior, Associate       $435
   Allison L. Smith, Paraprofessional   $215
   Mallory N. Bolus, Paraprofessional   $215

Other CM professionals and paraprofessionals may render services to
the Committee as needed.  CM professionals will be billed at their
respective standard hourly rates, which range from $400 (senior
associate) to $1,085 (senior managing director).

John T. Young, Jr., a Senior Managing Director at CM, assures the
Court that CM is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

The Court will commence a hearing on September 26, 2016, at 2:30
p.m., to consider the Application.

                        About C&J Energy

C&J Energy Services -- http://www.cjenergy.com/-- is a provider of
well construction, well completions, well support and other
complementary oilfield services to oil and gas exploration and
production companies.  As one of the largest completion and
production services companies in North America, C&J offers a full,
vertically integrated suite of services involved in the entire life
cycle of the well, including directional drilling, cementing,
hydraulic fracturing, cased-hole wireline, coiled tubing, rig
services, fluids management services and other special well site
services.  C&J operates in most of the major oil and natural gas
producing regions of the continental United States and Western
Canada.

C&J Energy Services Ltd. and 14 of its subsidiaries each filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Tex. Lead Case No. 16-33590) on July 20, 2016.  The Debtors'
cases are pending before Judge David R Jones.

The law firms Loeb & Loeb LLP and Kirkland & Ellis LLP serve as the
Debtors' counsel.  Fried, Frank, Harris, Shriver & Jacobson LLP
acts as special corporate and tax counsel to the Debtors.
Investment bank Evercore is the Debtors' financial advisor and
AlixPartners is the Debtors' restructuring advisor.  Ernst & Young
Inc. is the proposed information officer for the Canadian
proceedings.  Donlin, Recano & Company, Inc. serves as the claims,
noticing and balloting agent.




CLAIREX TECHNOLOGIES: Unsecureds To Get $1.5MM Under Plan
---------------------------------------------------------
Clairex Technologies, Inc., filed with the U.S. Bankruptcy Court
for the Eastern District of Texas a disclosure statement for the
Debtor's plan of reorganization dated Aug. 17, 2016.

Class 4A General Unsecured Claims are impaired and estimated at
$1,589,563.  Holders will get a pro rata distribution -- estimated
at $1,589,563 -- from unsecured creditor pool.   

The Debtor believes it will have adequate cash flow during the next
six years to make all required Plan payments.  The Debtor estimates
that the net cash flow from business operations will remain
relatively stable over time and that they will be able to fund
operations going forward and, therefore, that confirmation of the
Plan is not likely to be followed by liquidation or the need for
further reorganization.

The Disclosure Statement is available at:

            http://bankrupt.com/misc/txeb15-41935-74.pdf

The Plan was filed by the Debtor's counsel:

     Robert T. DeMarco, Esq.
     Michael S. Mitchell, Esq.
     DeMarco Mitchell, PLLC
     1255 w. 15th Street, 805
     Plano, TX 75075
     Tel: (972) 578-1400
     Fax: (972) 346-6791
     E-mail: robert@demarcomitchell.com
             mike@demarcomitchell.com

                   About Clairex Technologies

Clairex Technologies, Inc., filed a Chapter 11 petition (Bankr.
E.D. Tex. Case No. 15-41935) on Oct. 30, 2015.  Hon. Brenda T.
Rhoades oversees the case. In its petition, the Debtor estimated
$50,000 to $100,000 in assets and $1 million to $10 million in
liabilities.  The petition was signed by David W. Catter, Sr., CEO.
The case is assigned to Judge Brenda T. Rhoades.


CLIFFS NATURAL: Moody's Hikes Corp. Family Rating to Caa1
---------------------------------------------------------
Moody's Investors Service upgraded Cliffs Natural Resources Inc.'s
Corporate Family Rating (CFR) and Probability of Default Rating to
Caa1 and Caa1-PD respectively from Ca and Ca-PD respectively. At
the same time, Moody's upgraded Cliffs' first lien senior secured
notes to B2 from Caa1, the 1.5 lien secured notes to Caa1 from
Caa3, the second lien notes to Caa2 from Ca and the senior
unsecured notes to Caa2 from C. The SGL-3 speculative grade
liquidity rating remains unchanged. The outlook is stable. This
concludes the review for upgrade initiated on August 11, 2016.

The upgrade reflects the improving trends evidenced in Cliffs
performance on strengthened fundamentals in the US steel industry,
the dominant market for Cliffs iron ore pellets, and an improving
order book as well as the successful renegotiation of the contracts
with ArcelorMittal USA LLC, which had expiry dates of late 2016 and
early 2017. The new 10 year agreement, which expires in 2026,
includes purchases of up to 10 million tons annually and a minimum
of 7 million tons, as well as other volumes received has also
resulted in the restart of the United Taconite mining facility and
an increase in expected shipments for 2016. The upgrade also
considers the company's reduction in debt, both through the
issuance of the 1.5 lien secured notes exchanged for senior
unsecured and 2nd lien notes, which we viewed as a distressed
exchange and limited default, and the more recent tender for the
senior notes due in January 2018 following the issuance of $300
million in common stock. Pro-forma for this repayment, leverage, as
measured by the debt/EBITDA ratio would be 9.2x at June 30, 2016
versus actual of 10.4x. On an improved volume basis and iron ore
prices ranging between $50/60 tonne, Moody's expects leverage over
the next twelve to eighteen months to improve to approximately 7x.

Upgrades:

   Issuer: Cliffs Natural Resources Inc.

   -- Probability of Default Rating, Upgraded to Caa1-PD from
      Ca-PD

   -- Corporate Family Rating, Upgraded to Caa1 from Ca

   -- 2nd Lien Senior Secured Regular Bond/Debenture, Upgraded to
      Caa2 (LGD5) from Ca (LGD3)

   -- 1st Lien Senior Secured Regular Bond/Debenture, Upgraded to
      B2 (LGD2) from Caa1 (LGD2)

   -- 1.5 Lien Senior Secured Regular Bond/Debenture, Upgraded to
      Caa1 (LGD3) from Caa3 (LGD3)

   -- Senior Unsecured Regular Bond/Debenture, Upgraded to Caa2
      (LGD5) from C (LGD5)

Outlook Actions:

   Issuer: Cliffs Natural Resources Inc.

   -- Outlook, Changed To Stable From Rating Under Review

RATINGS RATIONALE

The Caa1 Corporate Family Rating (CFR) for Cliffs Natural Resources
(Cliffs) reflects the company's weak debt protection metrics,
continued high leverage and ongoing challenges that continue to
face the US steel industry and iron ore pricing in the seaborne
market. The rating considers the contract nature of Cliffs' US iron
ore operations (USIO), and the symbiotic relationship the company
has with the US steel mills, which cannot economically source their
iron ore requirements from overseas producers. While the pricing on
the new contracts will be a function of steel prices domestically
and iron market based and general inflation indices, the CFR
anticipates that Cliffs will continue to control costs and maintain
acceptable realizations, even with lower steel prices than
experienced in the May through July 2016 time frame.

The SGL-3 speculative grade liquidity rating reflects the company's
modest cash flow generation, seasonality in the business and less
than full availability under the company's asset backed credit
facility (ABL). Liquidity is supported by $108 million in cash at
June 30, 2016 and a $550 million ABL, which expires the earlier of
March 30, 2020 or a date that is 60 days prior to the maturity of
existing debt as defined in the ABL. The facility contains a 1:1
fixed charge coverage requirement should availability be less than
the greater of $75 million or 10% of the aggregate facility. At
June 30, 2016 there were no borrowings under the ABL and $112.8
million in letters of credit issued. Given the level of receivables
and inventory, the full commitment was not available and borrowing
capacity at June 30, 2016 was $312.8 million.

The stable outlook reflects Moody's expectations that Cliffs will
continue to evidence an improving trend in its earnings performance
and cash generation and be at least cash flow breakeven to modestly
positive. The outlook also reflects the improved maturity profile
with no material debt maturities until 2020, although these are
sizeable.

The Caa2 rating on the senior unsecured notes reflects their weak
position in the capital structure under Moody's Loss Given Default
Methodology behind the 1st. 1.5 and 2nd lien notes as well as the
ABL facility. The B2 rated first lien notes are secured by plant,
property and equipment, including mineral rights while both the 1.5
lien and 2nd lien notes have junior liens on the same security. The
ABL is primarily secured by receivables and inventory

Should the company be able to achieve and sustain leverage, as
measured by the debt/EBITDA ratio of no more than 5.5x,
(CFO-dividends)/debt of at least 10% and EBIT/interest of at least
1.5x, an upgrade could be considered. The rating could be
downgraded should performance not show an improving trend or should
liquidity contract. Specifically, should debt/EBITDA continue above
7.5x, (CFO-dividends)/debt be less than 5%, and EBIT/interest not
improve to at least 1x, the rating could be downgraded.

The principal methodology used in these ratings was Global Mining
Industry published in August 2014.

Headquartered in Cleveland, Ohio, Cliffs is the largest iron ore
producer in North America with approximately 25.5 million equity
tons of annual capacity. In addition, the company participates in
the international seaborne iron ore markets through its subsidiary
in Australia. Cliffs' operations at Bloom Lake are being
restructured under the Canadian Companies' Creditors Arrangement
Act (CCAA) and in May 2015, its Wabush iron ore operations in
Canada, which had been permanently closed, were included in the
CCAA filing. For the twelve months ended June 30, 2016, Cliffs had
revenues of $1.9 billion.


CM REED ALMEDA: Lien Claimants to Recover Up to $300K Under Plan
----------------------------------------------------------------
CM Reed Almeda 1-3062, LLC, filed with the U.S. Bankruptcy Court
for the District of Nevada an amended disclosure statement dated
Aug. 17, 2016.

Plan Funds will first be distributed pro rata by Claim to the Lien
Creditors in accordance with the terms of Settlement Agreement
wherein the Lien Claims will receive 30% of every dollar
distributable, after the payment of Administrative Claims and
Harris County, up to $300,000.00.
After payment has been made to the holders of Lien Claims, the
balance will be paid to the Unsecured Creditors to the extent that
these creditors exist until all claims of the Unsecured Creditors
shall have been paid in full with interest.

After payment in full to holders of Allowed General Unsecured
Claims, the balance will be paid on account of the Membership
Interest in the Debtor.

Plan funds means cash held by the Debtor on the Effective Date
generated from the sale of real estate assets.

The Disclosure Statement is available at:

             http://bankrupt.com/misc/nvb13-19117-277.pdf

The Plan was filed by the Debtor' counsel:

     Gerald M. Gordon, Esq.
     Mark M. Weisenmiller, Esq.
     GARMAN TURNER GORDON LLP
     650 White Drive, Suite 100
     Las Vegas, NV 89119
     Tel: (725) 777-3000
     Fax: (725) 777-3112
     E-mail: ggordon@gtg.legal
             mweisenmiller@gtg.legal

          -- and --
           
     Douglas S. Draper, Esq.
     HELLER, DRAPER, PATRICK, HORN & DABNEY, L.L.C.
     650 Poydras Street, Suite 2500
     New Orleans, LA 70130
     Tel: (504) 299-3300
     Fax: (504) 299-3399
     E-mail: ddraper@hellerdraper.com

                    About CM Reed Almeda 1-3062

CM Reed Almeda 1-3062, LLC, is a Nevada entity owned by DCR
Liquidating Trust, a liquidating trust established pursuant to a
plan of reorganization in the Chapter 11 bankruptcy proceedings of
Desert Capital REIT, Inc. (Bankr. D. Nev. Case No. 11-16624).  

CM Reed Almeda 1-3062, LLC, sought Chapter 11 protection (Bankr. D.
Nev. Case No. 13-19117) on Oct. 29, 2013.  The Debtor has been
marketing property that it owns in Houston, Texas, since the filing
of the case in 2013.

The 2013 case is assigned to Judge Laurel E. Davis.

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


CNC FABRICATION: Hires Alice Bower as Attorney
----------------------------------------------
CNC Fabrication and Maintenance, Inc., seeks authority from the
U.S. Bankruptcy Court for the Northern District of Texas to employ
The Law Office of Alice Bower as attorney to the Debtor.

CNC Fabrication requires Alice Bower to:

   a. give the Debtor legal advice with respect to its powers and
      duties as Debtor-in-Possession in the management of its
      affairs;

   b. prepare on behalf of the Debtor, as Debtor-in-Possession,
      the necessary application orders, and other legal papers;
      and

   c. perform all other legal services for the Debtor, as Debtor-
      in-Possession which may be necessary in the bankruptcy
      proceeding.

Alice Bower will be paid at these hourly rates:

     Alice Bower, Esq.                 $300
     Associate                         $250
     Legal Assistants                  $100

Alice Bower will be paid a retainer in the amount of $15,000, plus
the filing fee of $1,717.

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

Alice Bower, member of the law firm of The Law Office of Alice
Bower, 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 Debtor and its
estates.

Alice Bower can be reached at:

     Alice Bower, Esq.
     THE LAW OFFICE OF ALICE BOWER
     6421 Camp Bowie Blvd, Suite 300
     Forth Worth, TX 76116
     Tel: (817) 737-5436
     E-mail: bknotice@alicebower.com

                            About CNC Fabrication

CNC Fabrication and Maintenance Inc. filed a chapter 11 petition
(Bankr. N.D. Tex. Case No. 16-43247-RFN-11) on Aug. 30, 2016,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Alice Bower, Esq., at The Law Office of
Alice Bower.

The Debtor, a fabrication, maintenance and construction company,
was organized on March 17, 2009, in the State of Texas. It operates
primarily in the ready to eat food production and oil and gas
production industries, and does custom fabrication for industrial
applications.

No official committee of unsecured creditors has been appointed in
the case.



CNC FABRICATION: Meeting to Form Creditors' Panel Set for Oct. 28
-----------------------------------------------------------------
William K. Harrington, United States Trustee for Region 13, will
hold an organizational meeting on Oct. 28, 2016, at 9:30 a.m. in
the bankruptcy case of CNC Fabrication and Maintenance, Inc.

The meeting will be held at:

         Office of the U. S. Trustee Program
         Fritz G. Lanham Federal Building
         819 Taylor Street, Room 7A24
         Fort Worth, Texas 76102

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

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

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization.  The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.

               About CNC Fabrication and Maintenance

CNC Fabrication and Maintenance Inc. filed a chapter 11 petition
(Bankr. N.D. Tex. Case No. 16-43247-RFN-11) on Aug. 30, 2016.  The
Debtor is represented by Alice Bower, Esq.

The Debtor, a fabrication, maintenance and construction company,
was organized on March 17, 2009, in the State of Texas.  It
operates primarily in the ready to eat food production and oil and
gas production industries, and does custom fabrication for
industrial applications.


CONCENTRA INC: S&P Lowers Rating on Sr. Sec. Debt to 'B+'
---------------------------------------------------------
S&P Global Ratings lowered its issue-level rating on Addison,
Texas-based Concentra Inc.'s senior secured debt to 'B+' from
'BB-'.  At the same time, S&P revised the recovery rating on the
debt to '3' from '2'.  The '3' recovery rating indicates
expectations of meaningful (50%-70%, at the low end of the range)
recovery in the event of a payment default.

The downgrade reflects weakened recovery prospects for first-lien
lenders following Concentra's $200 million incremental first-lien
debt issuance.  S&P expects the company to use the proceeds to pay
down its second-lien debt in full.  The proposed capital structure
will consist entirely of first-lien debt.

S&P's corporate credit rating remains 'B+', given the proposed
transaction is leverage neutral.  S&P's negative outlook reflects
its outlook on parent, Select Medical Corp., and our view that
potential credit deterioration at the parent could prompt a
downgrade on Concentra.

Concentra's weak business risk profile is characterized by its
narrow operating focus in the highly fragmented occupational
therapy market, vulnerability to economic cycles and low barriers
to entry.  S&P expects leverage to remain below 4.5x in 2016 and
2017 and that the ratio of funds from operations (FFO) to debt will
be about 15% for the same periods.  These metrics are consistent
with an assessment of an aggressive financial risk profile.

RATINGS LIST

Concentra Inc.
Corporate Credit Rating               B+/Negative/--

Rating Lower; Recovery Rating Revised
                                       To           From
Concentra Inc.
Senior Secured
  $650 Mil. First-Lien Term Loan       B+           BB-
   Recovery Rating                     3L           2L


CONNEAUT LAKE PARK: Court Confirms Ch. 11 Plan
----------------------------------------------
Judge Jeffery A. Deller of the U.S. Bankruptcy Court for the
Western District of Pennsylvania on Sept. 6, 2016, confirmed
Trustees of Conneaut Lake Park, Inc.'s amended plan of
reorganization and approved the disclosure statement explaining the
plan.

The Plan was confirmed following certain modifications including:

   * Schedule 2.77 to the Plan was revised to include Class 14,
which was inadvertently deleted from the list of Secured Non-Tax
Claims.

   * The Revised Schedule was further amended to reflect the agreed
upon treatment and allowance of Secured Non-Tax Claims of Joseph J.
and Isabel J. Prischak as follows:

        -- The Allowed Class 5 claim will be in the amount of
$424,656.29

        -- the Allowed Class 11 claim will be in the amount of
$422,241.94

        -- Any post-confirmation compensation that may be due and
payable to the Prischaks in connection with the amusement rides
owned by the Prischaks will be as mutually agreed upon by the
parties.

The Joint Plan provides: (a) for payment of the Allowed Secured
Tax
Claims in full from land sale proceeds in 2016 and 2017; (b) for
payment of the Allowed Secured Non-Tax Claims from net available
land sale proceeds and with quarterly distributions funded by
operations, amortized over 20 years at 6.00% interest, with a
balloon payment on the 10th anniversary of the initial
distribution
date; and (c) the potential that holders of Allowed Unsecured
Claims may receive a modest recovery that would not exist in a
liquidation of all of the Debtor's assets.

According to the Disclosure Statement, the Debtor estimates
Allowed
Unsecured Claims to total $884,844.32:

     A. Amount Debtor Scheduled
        (Disputed and Undisputed)     $  884,844.32
     B. Amount of Unscheduled
        Unsecured Claims              $1,844,845.95
                                -------------------
     C. Total Claims Scheduled
        or Filed                      $2,729.690.27
     D. Amount Debtor Disputes        $1,844,845.95
                                -------------------
     E. Estimated Allowable
        Unsecured Claims              $  884,844.32

The Debtor estimates a total of between $50,000 and $100,000 will
be distributed on account of Allowed Class 18 Claims between
October 2018 and July 2020.  Based upon an estimated Allowed Class
18 Claim pool of approximately $900,000, the Debtor estimates a 5%
to 10% dividend will be made on account of Allowed Class 18
Claims.
The Reorganized Debtor, however, does not guarantee the amount nor
the timing of any Distribution to be made on account of Allowed
Class 18 Claims.  Additionally, any default by the Reorganized
Debtor in payment of its DIP Loan obligations may result in a
cessation of payments on account of Class 18 Allowed Unsecured
Claims.

               About Conneaut Lake Park

Conneaut Lake Park is a summer amusement resort, located in
Conneaut Lake, Pennsylvania.

Trustees of Conneaut Lake Park, Inc., filed a Chapter 11
bankruptcy petition (Bankr. W.D. Pa. Case No. 14-11277) in Erie,
Pennsylvania, on Dec. 4, 2014.  The case is assigned to Judge
Thomas P. Agresti.

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

Trustees of Conneaut Lake Park filed for bankruptcy protection less
than 20 hours before the Crawford County amusement park was
scheduled to go to sheriff's sale for almost $930,000 in back taxes
and related fees.

The Debtor tapped George T. Snyder, Esq., at Stonecipher Law Firm,
in Pittsburgh, as counsel.


CROFTON & SONS: Ch.11 Trustee Hires BDO as Financial Advisor & CPA
------------------------------------------------------------------
Laurence V. Goddard, the Chapter 11 Trustee for Crofton & Sons,
Inc., asks the U.S. Bankruptcy Court for the Middle District of
Florida for authority to employ BDO USA, LLP as his financial
advisor and accountants, nunc pro tunc to April 6, 2016  

The Chapter 11 Trustee requires BDO to:

    a. assist the Trustee with any efforts to identify, prosecute,
collect and recover property for the benefit of the Debtor???s
estate;

    b. assist the Trustee in reviewing claims and scheduled amounts
to determine if cause exists to object to the allowance of any
claims as scheduled or filed;

     c. assist the Trustee in planning and making any interim and
final distributions as may be warranted in the Case;

     d. assist the Trustee in the preparation of quarterly reports
to the Court and United States Trustee as required under the Plan
and Confirmation Order;

     e. assist the Trustee in the preparation of the Initial Status
Report;

     f. assist the Trustee in preparing the Annual Reports as
required under the Creditor Trust Agreement;

     g. assist the Trustee as needed in preparation and prosecution
of any litigation deemed necessary and in the best interest of
creditors to potentially enhance the recoveries available for
creditors, or protect those rights;

     h. assist the Trustee in the analysis and resolution of the
potential Administrative Expense claims filed in the Case;

     i. assist the Trustee in taking all necessary and appropriate
steps to resolve and wind up any remaining business affairs of
Debtor and the Creditor Trust;

     j. coordinate and consult with other of the Trustee???s
professionals (if any) about matters pertinent to the Case;

     k. assist the Trustee in preparing tax returns and other
governmentally required forms, returns and other filings;

     l. assist the Trustee in taking necessary steps to monetize
any unliquidated assets;

     m. assist the Trustee in taking the necessary steps to pursue,
recover and liquidate assets;

     n. assist the Trustee in any review of all necessary and
appropriate applications, motions, objections, notices, draft
orders, and other pleadings, and review all financial and other
reports filed in the Case;

     o. provide any analysis or information to the Trustee
concerning, and responding to, applications, motions, objections,
notices, and other pleadings and papers that may be filed in the
Case;

     p. provide any expert analysis and reports as may be necessary
to resolve any disputes between claimants and the Creditor Trust;

     q. advise and assist the Trustee in claims analysis and
resolution matters; and

     r. perform all other financial advisory and accounting
services for and on behalf of the Creditor Trust that may be
necessary to the administration of, or necessary or appropriate to
assist the Trustee in meeting his obligations under, the Creditor
Trust, the Plan, the Confirmation Order and the Bankruptcy Code in
relation to the Bankruptcy Case.

BDO professionals who will work on the Debtor's cases and their
hourly rates are:

     Larry Goddard, Partners/Principals     $425
     Brandon Otis, Partners/Principals      $415
     Mark D. Kozel, Directors               $350
     Tina Holyak, Directors                 $270
     Tom Kotik, Directors                   $445

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

Mark D. Kozel, director employed by the financial advisory and
accounting firm of BDO USA, 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 Debtor and its estates.

BDO may be reached at:

      Mark D. Kozel
      BDO USA, LLP
      32125 Solon Road
      Solon, OH 44139
      Phone: 440-394-6152
      E-mail: mkozel@bdo.com

                     About Crofton & Sons, Inc.

???Crofton & Sons, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. M.D.Fla. Case No. 14-04208) on April 16, 2014.??Stichter,
Riedel, Blain & Prosser P.A. represents the Debtor as counsel.

In its petition, the Debtor estimated $1 million to??$10 million in
both assets and liabilities. The petition was signed by Kevin D.
Crofton, president.



CROFTON & SONS: Ch.11 Trustee Hires Hahn Loeser as Counsel
----------------------------------------------------------
Laurence V. Goddard, the Chapter 11 Trustee for Crofton & Sons,
Inc., asks the U.S. Bankruptcy Court for the Middle District of
Florida for authority to employ Hahn Loeser & Parks LLP as his
counsel, nunc pro tunc to April 6, 2016  

The Chapter 11 Trustee requires Hahn Loeser to:

    a. advise the Trustee concerning the rights, powers, and duties
of the Creditor Trust and the Trustee;

    b. advise the Trustee concerning the administration of the
Creditor Trust and the Case;

    c. advise the Trustee concerning any efforts to collect and to
recover property for the benefit of the Debtor's estate;

    d. advise the Trustee in connection with the administration of
the Creditor Trust and the Case;

    e. consult with other of the Trustee's professionals (if any)
about matters pertinent to the Case;

    f. take necessary steps to assist the Trustee in evaluating and
prosecuting of claims against Debtor's estate;

    g. assist the Trustee in all ways to make interim and final
distributions;

    h. Take necessary steps to monetize any unliquidated assets;

    i. Take necessary steps to pursue, recover and liquidate
assets;

    j. prepare on behalf of the Trustee all necessary and
appropriate applications, motions, objections, notices, draft
orders, and other pleadings, and review all financial and other
reports filed in the Case;

    k. advise the Trustee concerning, and prepare responses to,
applications, motions, objections, notices, and other pleadings and
papers that may filed in the Case;

    l. advise and assist the Trustee in claims analysis and
resolution matters;

    m. commence, continue and conduct any and all litigation
necessary or appropriate to assert rights on behalf of the Creditor
Trust, or otherwise further the goals of the Creditor Trust in the
Case;

    n. assist the Trustee in taking all necessary and appropriate
steps to resolve and wind up any remaining business affairs of
Debtor and the Creditor Trust; and

    o. perform all other legal services for and on behalf of the
Creditor Trust that may be necessary to the administration of, or
necessary or appropriate to assist the Trustee in meeting his
obligations under, the Creditor Trust, the Plan, the Confirmation
Order and the Bankruptcy Code.

Hahn Loeser lawyers who will work on the Debtor's cases and their
hourly rates are:

    Daniel A. DeMarco, Esq., Partner             $560
    Jamie B. Schwinghamer, Esq., Partner         $335
    Joel W. Hyatt, Esq., Associate               $260
    Colleen M. Beitel, Paraprofessional          $240

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

Daniel A. DeMarco, Esq., employed by the law firm of Hahn Loeser &
Parks 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 Debtor and
its estates.

Hahn Loeser may be reached at:

     Daniel A. DeMarco, Esq.
     Hahn Loeser & Parks LLP
     200 Public Square, Suite 2800
     Cleveland, OH 44114
     Telephone: (216)621-0150
     Facsimile: (216)241-2824
     E-mail: dademarco@hahnlaw.com

                   About Crofton & Sons, Inc.

???Crofton & Sons, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. M.D.Fla. Case No. 14-04208) on April 16, 2014.??Stichter,
Riedel, Blain & Prosser P.A. represents the Debtor as counsel.

In its petition, the Debtor estimated $1 million to??$10 million in
both assets and liabilities. The petition was signed by Kevin D.
Crofton, president.



CROFTON & SONS: Trustee Hires Warren Averett as Accountants
-----------------------------------------------------------
Laurence V. Goddard, Trustee for the Creditor Trust of Crofton &
Sons, Inc., seeks authorization from the U.S. Bankruptcy Court for
the Middle District of Florida to employ Warren Averett, LLC as
accountants for the Creditor Trust, nunc pro tunc to April 6,
2016.

The Trustee requires Warren Averett to:

   (a) assist the Trustee in the completion and preparation of
       presently due federal, state and local tax returns,
       including, without limitation Form 1120S ??? 2015 U.S.
Income
       Tax Return for an S Corporation and 2016 Hillsborough
       County Tangible Personal Property Tax Return and all other
       applicable Schedules required for filing;

   (b) to the extent needed, assist the Trustee in the revision,
       completion and preparation of federal, state and local tax
       returns for previously filed tax years;

   (c) assist the Trustee, where necessary and not being assisted
       by other professionals, in preparing tax, accounting and
       financial schedules as they may become necessary;

   (d) assist the Trustee by performing audits or reviews, if and
       as required;

   (e) advise and attend meetings and hearings if and as
       necessary;

   (f) assist the Trustee in preparing operating reports and
       financial schedules as they may become necessary throughout

       the Case; and

   (g) perform such tax and accounting services as the Trustee may

       request with respect to any matter, including, but not
       limited to, creditors' rights, tax planning, tax
       preparation, tax representation and audit matters.

Warren Averett will be paid at these hourly rates:

       J. Richard Huckaby, CPA       $395
       Scott Decelles, CPA           $310

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

J. Richard Huckaby of Warren Averett 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 Debtor and its estate.

Warren Averett can be reached at:

       J. Richard Huckaby
       WARREN AVERETT, LLC
       100 South Ashley Drive, Suite 1650
       Tampa, FL 33602
       Tel: (813) 386-6320
       Fax: (813) 229-2359
       E-mail: Richard.Huckaby@warrenaverett.com

               About Crofton & Sons Inc

Crofton & Sons, Inc., based in Tampa, Fla., filed a Chapter 11
petition (Bankr. M.D. Fla. Case No. 14-04208) on April 16, 2014.
Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser,
P.A., as bankruptcy counsel.

In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities.  The petition was signed by Kevin D.
Crofton, president.



CROWN HOLDINGS: S&P Rates Proposed EUR310MM Sr. Unsec. Notes 'BB'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating, with a
recovery rating of '3', to Crown European Holdings S.A.'s, a
subsidiary of Crown Holdings Inc., proposed EUR310 million senior
unsecured notes due 2024.  The '3' recovery rating indicates S&P's
expectation for meaningful (50%-70%; in the upper half of the
range) recovery for lenders in the event of a payment default.

In addition, S&P assigned a 'BB-' issue rating, with a recovery
rating of '5', to Crown Americas LLC and Crown Americas Capital
Corp. IV's, subsidiaries of Crown Holdings Inc., proposed $350
million senior unsecured notes due 2026.  The '5' recovery rating
indicates indicating S&P's expectation of modest (10%-30%; lower
end of the range) recovery in the event of a default.

The company intends to use the net proceeds of the offering, along
with other available funds, to repay a portion of its term loan
facility, to pay related fees and expenses associated with offering
of the notes and for general corporate purposes.

With revenue of about $8.8 billion in 2015, Philadelphia-based
Crown Holdings Inc. (Crown) is a metal container manufacturer
producing steel and aluminum cans, metals caps, and closures.
Crown's product lines serve a wide variety of end markets including
food, beverage, household, and other consumer products.

S&P bases its 'BB' corporate credit rating on Crown on S&P's
assessment of a satisfactory business risk and aggressive financial
risk profile for the company.

                          RECOVERY ANALYSIS

Key analytical factors:

   -- S&P's analysis continues to assume a simulated default in
      2018 and a gross enterprise value (EV) of $5.525 billion.  A

      payment default would require a substantial and unexpected
      decline in Crown's profitability and cash flow, likely
      caused by a sharp drop in demand for metal containers, cost
      pressures, client attrition, and the substitution of plastic

      for metal packaging.  S&P's assumed default year for Crown
      is sooner than normal for a company that S&P rates 'BB',
      mainly because of the large amount of debt maturities that
      are still due in 2018, after the proposed $700 million
      reduction in term loan A balances with proceeds from the
      proposed unsecured note offerings.

   -- S&P assumes that roughly 25% of this value relates to the
      U.S. (Crown Americas and domestic subsidiaries), 45% relates

      to foreign subsidiaries (Crown European Holdings and
      subsidiaries), and 30% relates to various joint-venture (JV)

      interests.

   -- Credit facility borrowings in the U.S. benefit from a lien
      on most of Crown's domestic assets (excluding mortgages on
      real estate and 35% of the equity in its foreign
      subsidiaries) and 65% of the equity in its first-tier
      foreign subsidiaries.  Direct borrowings by foreign
      subsidiaries have additional guarantees and collateral.  S&P

      assumes the $1.2 billion revolver is 85% drawn at default,
      with half of the amount borrowed abroad.  A collection
      allocation mechanism would equalize recovery rates for all
      bank tranches, despite the better guarantor and collateral
      terms for the non-U.S. borrowings.

   -- Senior notes issued by Crown European Holdings would have a
      structurally senior claim to the non-U.S. EV (relative to
      U.S. debt), although this claim is unsecured and effectively

      junior to foreign secured borrowings.  Although S&P's
      analysis suggests the possibility of a full recovery, it
      has capped its recovery rating on this debt at '3'.  This
      reflects S&P's practice of capping unsecured recovery
      ratings on debt issued by companies that S&P rates in the
      'BB' category at '3' to reflect the heightened risk that
      such companies may change their capital structure in ways
      that could impair unsecured recovery prospects.

   -- Senior notes issued by Crown Americas have unsecured
      guarantees by domestic entities, while the debentures issued

      by Crown Cork and Seal do not have guarantees from operating

      subsidiaries and are considered structurally subordinated
      with regard to most other claims.

Simulated default assumptions:
   -- Simulated year of default: 2018
   -- EBITDA at emergence: $850 million
   -- EBITDA multiple: 6.5x

Simplified waterfall:
   -- Net EV (after 5% administrative costs): $5.249 billion
   -- Valuation split (JVs/Crown European/Crown Americas):
      30%/45%/25%
   -- JV net EV: $1.575 billion
   -- JV direct borrowings (estimated): $187 million
   -- JV third party equity interests: $291 million
   -- Residual JV value (split Crown Americas/Crown European):
      $1.097 billion (82%/18%)
   -- Crown European net EV: $2.362 billion
   -- Adjustment to Crown European EV for accounts/receivables
      securitization: $200 million
   -- Net value from JV interests: $907 million
   -- Adjustment to Crown European EV for pensions/other
      postemployment benefits: $200 million
   -- Foreign credit facility borrowings: $812 million
   -- Crown European unsecured notes: $1.767 billion
      -- Recovery expectations: 50%-70% (upper half of the range)
   -- Residual value available to U.S. creditors: $291 million
   -- Crown Americas EV: $1.312 billion
   -- Adjustment for U.S. accounts/receivable securitizations:
      $133 million
   -- Net value from JV interests: $190 million
   -- Net value to U.S. creditors: $1.661 billion
   -- Estimated credit facility collateral value: $2.173 billion*
   -- Secured credit facility debt: $2.298 billion
   -- Estimated recovery from collateral/total: 95%/95%
      -- Recovery expectations: 90%-100%
   -- Total value available to unsecured claims: $306 million
   -- Crown Americas senior unsecured notes: $1.378 billion
   -- Deficiency claim on secured credit facility: $125 million
   -- Domestic pension rejection/amendment claim and asbestos
      liabilities: $400 million
       -- Recovery expectations: 10%-30% (lower half of the range)
   -- Remaining value for debentures: $0
   -- Unguaranteed debentures: $410 million
       -- Recovery expectations: 0%-10%

Note: All debt amounts above include six months of prepetition
interest.  

*Estimated collateral available to the credit facility includes
direct foreign borrowings of about $812 million, $1.2 billion from
Crown Americas (90% of the net U.S. EV, which reflects a rough
adjustment for the lack of mortgages on real property),
$190 million from net JV interests, and 65% of the equity value in
Crown European ($189 million).  S&P assumes the $1.2 billion
revolving credit facility is 85% drawn at default, with 50% of this
amount borrowed abroad.  S&P's analysis assumes adjustments or
claims for postretirement liabilities of about 50% of the
underfunded amounts.

RATINGS LIST

Crown Holdings Inc.
Corporate Credit Rating                      BB/Stable/--

New Rating

Crown Holdings Inc.
Crown European Holdings S.A.
EUR310 mil sr unsecd notes due 2024          BB
  Recovery Rating                             3

Crown Holdings Inc.
Crown Americas LLC
Crown Americas Capital Corp. IV
$350 mil sr unsecd notes due 2026            BB-
  Recovery Rating                             5


CSC HOLDINGS: Moody's Rates Proposed $1.9BB Credit Facility Ba1
---------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 instrument-level
rating to CSC Holdings, LLC's, a subsidiary of Cablevision Systems
Corporation (Cablevision), proposed $1.9 billion secured guaranteed
credit facility and $1.9 billion guaranteed notes issuance.  The
proceeds from these transactions will be used to pay off the
company's existing $3.8 secured guaranteed credit facility.
Cablevision's B1 Corporate Family Rating (CFR), B1-PD Probability
of Default Rating (PDR), and all existing instrument level ratings
under Cablevision Systems Corporation remain unchanged.  The
outlook remains stable.

A summary of the actions follow:

Assignments:

Issuer: CSC Holdings, LLC

  Senior Secured Bank Credit Facility (Local Currency),
  Assigned Ba1 (LGD2)

  Senior Unsecured Regular Bond/Debenture (Local Currency),
  Assigned Ba1 (LGD2)

                         RATINGS RATIONALE

Overall, Moody's expects annual interest savings of around
$14 million for Cablevision as a result of these transactions, with
the company's debt balance remaining the same.  With the existing
term loan set to mature in 2022, the transactions favorably extend
out maturity to 2024 for the term loan and 2027 for the notes.

Cablevision's B1 corporate family rating (CFR) reflects its high
leverage, parent company's aggressive financial policy, and
significant business risk inherent in Altice's cost cutting
strategy.  Pro forma for this transaction, debt-to-EBITDA is
approximately 8x (Moody's adjusted) for the last twelve months
ended June 30, 2016.

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

The principal methodology used in these ratings was Global Pay
Television - Cable and Direct-to-Home Satellite Operators published
in April 2013.

Headquartered in Bethpage, New York, Cablevision Systems
Corporation (Cablevision) serves approximately 2.6 million video
customers, 2.9 million high speed data customers, and 2.2 million
voice customers in and around the New York metropolitan area.
Cablevision is the direct parent of CSC Holdings, LLC (CSC).
Revenue for LTM June 30, 2016, was approximately $6.5 billion.
Altice N.V owns a 70% equity interest in Cablevision.


CUI GLOBAL: Trigran Investments No Longer a Shareholder
-------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Trigran Investments, Inc., Douglas Granat, Lawrence A.
Oberman, Steven G. Simon and Bradley F. Simon disclosed that as of
Aug. 18, 2016, they ceased to beneficially own any shares of common
stock, $0.001 par value, of CUI Global, Inc.

Douglas Granat, Lawrence A. Oberman, Steven G. Simon and Bradley F.
Simon are the controlling shareholders and/or sole directors of
Trigran Investments, Inc. and thus may be considered the beneficial
owners of shares beneficially owned by Trigran Investments, Inc.

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

                   https://is.gd/fZ3eJ7

                     About CUI Global

Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx,
Inc., is a platform company dedicated to maximizing shareholder
value through the acquisition, development and commercialization
of new, innovative technologies.

CUI Global reported a net loss of $5.98 million on $86.7 million
of total revenues for the year ended Dec. 31, 2015, compared to a
net loss of $2.80 million on $76.04 million of total revenues for
the year ended Dec. 31, 2014.

As of June 30, 2016, CUI Global had $85.3 million in total assets,
$31.7 million in total liabilities, and $53.6 million in total
stockholders' equity.


DELAWARE MOTEL: Hires Lou-Ray Associates as Accountant
------------------------------------------------------
Delaware Motel Associates, Inc., seeks authority from the U.S.
Bankruptcy Court for the Northern District of Ohio to employ
Lou-Ray Associates as accountant to the Debtor.

Delaware Motel requires Lou-Ray Associates to prepare tax
compliances in the Debtor's estates, and prepare financial
statements.

Lou-Ray Associates will be paid at these hourly rates:

     John Herman            $225
     Staff                  $125

Lou-Ray Associates will also be reimbursed for reasonable
out-of-pocket expenses incurred.

John Herman, member of Lou-Ray Associates, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.

Lou-Ray Associates can be reached at:

     John Herman
     LOU-RAY ASSOCIATES
     1378 Pearl Road, Suite 201
     Brunswick, OH 44212
     Tel: (330) 220-1999

                    About Delaware Motel

Delaware Motel Associates Inc., based in Sunbury, Ohio, filed a
Chapter 11 petition (Bankr. N.D. Ohio Case No. 16-51771) on July
24, 2016. The Hon. Alan M. Koschik presides over the case. David A.
Mucklow, Esq., serves as bankruptcy counsel.

In its petition, the Debtor estimated $1.78 million in assets and
to $1.71 million in liabilities. The petition was signed by
Champakbhai Patel, president.

No official committee of unsecured creditors has been appointed in
the case.




DELL INC: Fitch Raises Issuer Default Rating to BB+, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has removed the ratings for Dell Inc. and its wholly
owned subsidiary, Dell International LLC (Dell International) from
Rating Watch Positive and has taken various rating actions,
including the upgrade of Dell Inc.'s Long-Term IDR to 'BB+' from
'BB', following the completion of the company's acquisition of EMC
Corporation (EMC).

The Rating Outlook is Stable. Fitch's actions affect $53 billion of
total debt, including the $3.15 billion RCF.

                         KEY RATING DRIVERS

Post-Merger Debt Reduction: Fitch Ratings expects Dell Inc. will
use $4 billion - $5 billion of annual FCF and more than $5 billion
of net proceeds from the recently announced divestitures for debt
reduction.  As a result, Fitch expects $13 billion - $15 billion of
debt reduction and growing profitability over the 18 - 24 months
post close will drive core leverage -- excluding debt and
profitability associated with the financing unit -- toward 3.0x
from a Fitch-estimated 6.0x at EMC Corp. acquisition closing.

Increased Scale and Diversification: EMC increases Dell's scale and
diversification, including share leadership in fast-growing
emerging storage markets and strong positions in high-value and
mid-range legacy products.  EMC increases Dell's annual revenue by
50% to roughly $75 billion and more than doubles Dell's operating
EBITDA to approximately $8.5 billion (before acquisition-related
synergies) from a Fitch-estimated $3.2 billion for fiscal 2016.

Still Significant PC Exposure: PC market exposure will remain
significant, despite a more diversified post-combination sales mix.
Excluding VMWare, Inc. and divestitures, PC revenue and operating
income will be roughly half and 40%, respectively, versus nearly
two-thirds and more than half on a stand-alone basis.  Unit
shipments should be down in the low to mid-single digits through
fiscal 2017, but an aging installed base and processor refreshes
should spur PC market stabilization over the intermediate term.

Credible Profit Expansion Roadmap: Fitch expects operating EBITDA
growth and margin expansion from Dell's $2 billion of
acquisition-related annual cost synergies, which Dell should
achieve on a run-rate basis in fiscal 2018 and are incremental to
Dell's and EMC's current stand-alone cost takedown programs of $550
million and $800 million, respectively.  Fitch expects operating
EBITDA approaching $12 billion in fiscal 2018 and up to $14 billion
over the intermediate term, with operating EBITDA margins expanding
to the mid-teens from low teens.

Emerging Storage Leadership: EMC's leadership in rapidly growing
emerging storage (all flash arrays, converged and scale-out network
attached storage and object) will offset negative double-digit
growth in legacy storage, in which Dell and EMC also have strong
combined share.  Fitch expects stand-alone cost reductions and
acquisition-related cost synergies will stabilize operating
profitability over the intermediate term, despite pressured gross
margin from the transition in the near term.

No Direct VMWare Support: Fitch includes EMC's 81% ownership of
VMWare in operating results because Dell will consolidate VMware's
$6.6 billion of revenues and $2 billion of Fitch-estimated
operating EBITDA.  Fitch expects mid to high single-digit revenue
growth, although revenue from Dell and VMWare cross-selling could
be meaningful, given limited customer overlap.  Operating EBITDA
margin should remain stable from ongoing cost realignments,
although Fitch does not expect upstream dividends or direct support
for Dell's debt.

                        KEY ASSUMPTIONS

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

   -- Low-single-digit organic revenue growth through the forecast

      period following the combination, driven by emerging
      storage, enterprise servers and stabilizing PC market.
   -- Dell and EMC achieve standalone cost reductions in fiscal
      2017 and integration-related cost synergies in fiscal 2018,
      resulting in operating EBITDA approaching $12 billion in
      fiscal 2018.
   -- Dell closes the Dell Services and Software sale in fiscal
      2017 and applies net proceeds from the transaction, as well
      as net proceeds from incremental asset sales, to debt
      reduction.
   -- Dell uses $4 billion to $5 billon of annual FCF to reduce
      debt, resulting in core leverage approaching 3x in fiscal
      2019.

                        RATING SENSITIVITIES

A negative rating action could result from Fitch's expectations
for:

   -- Pre-dividend FCF margin sustained below 2%, from lower than
      anticipated revenue; or
   -- Core leverage, which excludes debt and profitability
      associated with Dell Financial Services (DFS) above 3.5x,
      respectively, likely from weaker than anticipated
      profitability and debt reduction with cash flow.

Fitch believes positive rating actions are unlikely over the
intermediate-term, in the absence of:

   -- Greater than expected debt reduction from FCF, resulting in
      total leverage sustained below 3x; and
   -- Stronger than anticipated revenue growth from profitable
      market share gains, despite challenging demand dynamics
      across largest end markets.

                         LIQUIDITY

Fitch expects Dell's liquidity will be solid and supported by:

   -- $7.2 billion of cash and cash equivalents, excluding cash
      held by VMware;
   -- $3.15 billion senior secured revolving credit facility
      (RCF), of which $1.975 billion will be drawn as of the EMC
      deal closing.

Fitch's expectations for $4 billion - $5 billion of annual FCF also
will support liquidity.

Core debt at closing will be approximately $52 billion and consist
mainly of:

Dell Inc.
   -- $500 million 5.65% senior unsecured notes due 2018;
   -- $600 million 5.875% senior unsecured notes due 2019;
   -- $400 million 4.625% senior unsecured notes due 2021;
   -- $300 million 7.1% senior unsecured notes due 2028;
   -- $388 million 6.5% senior unsecured notes due 2038; and
   -- $265 million 5.4% senior unsecured notes due 2040.

Dell International LLC
   -- $2.2 billion Asset Sale Bridge Facility;
   -- $1.975 billion of ($3.15 billion total facility) (EMC Corp.
      co-borrower) Senior Secured RCF;
   -- $9.4 billion (EMC Corp. co-borrower) of Senior Secured Term
      Loan A;
   -- $5 billion (EMC Corp. co-borrower) of Senior Secured Term
      Loan B;
   -- $19 billion (EMC Corp. co-borrower) of senior secured notes;

      and
   -- $3.3 billion (EMC Corp. co-borrower) of senior unsecured
      notes.

EMC Corp.

   -- $2.5 billion 1.875% senior unsecured EMC Corp. notes due
      2018;
   -- $2.0 billion 2.650% senior unsecured EMC Corp. notes due
      2020;
   -- $1.0 billion 3.375% senior unsecured EMC Corp. notes due
      2023.

Fitch expects an additional $4.5 billion of debt to support Dell's
financing business based on a debt-to-equity ratio of 7:1 of
financing assets.

FULL LIST OF RATING ACTIONS

Dell Technologies Inc. (Formally known as Denali Holding Inc. -
Dell Technologies):

   -- Long-Term Issuer Default Rating (IDR) rated 'BB+'.

Dell Inc. (Dell):
   -- Long-Term IDR upgraded to 'BB+' from 'BB';
   -- Existing senior unsecured notes affirmed at 'BB'; Recovery
      rating revised to 'RR5' from RR4'.

Dell International LLC (Dell International):
   -- Long-Term IDR upgraded to 'BB+' from 'BB';
   -- Senior Secured Revolving Credit Facility (RCF) rated
      'BBB-/RR1';
   -- Senior Secured Term Loan A rated 'BBB-/RR1';
   -- Senior Secured Term Loan B affirmed at 'BBB-/RR1';
   -- Senior Secured Notes will be assumed from Diamond 1 Finance
      Corporation at closing affirmed at 'BBB-/RR1';
   -- Senior Unsecured Notes will be assumed from Diamond 1
      Finance Corporation at closing affirmed at 'BB+'; Assigned
      'RR4' recovery rating.

EMC Corporation (EMC):
   -- Long-Term IDR rated 'BB+';
   -- Existing Senior Unsecured Notes rated 'BB/RR5';
   -- Senior Secured Notes will be assumed from Diamond 2 Finance
      Corporation at closing affirmed at 'BBB-/RR1';
   -- Senior Unsecured Notes will be assumed from Diamond 2
      Finance Corporation at closing affirmed at 'BB+'; Assigned
      'RR4' recovery rating.

The Rating Outlook is Stable.


DELL SOFTWARE: Moody's Assigns B2 CFR & Rates 1st Lien Debt B1
--------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
first time issuer Seahawk Holding (Cayman) Limited (Dell Software
Group, or DSG).  Moody's also assigned B1 ratings to its 1st lien
debt facilities and a Caa1 to its 2nd lien debt.  The debt will be
used as part of the financing for Francisco Partners' and Evergreen
Coast Capital's acquisition of Dell, Inc.'s software business.  The
ratings outlook is stable.

                         RATINGS RATIONALE

The B2 Corporate Family Rating reflects the high leverage
post-closing and challenges stabilizing revenues and setting DSG up
as a stand-alone company.  The ratings also consider the strong
respective niche positions for the businesses that comprise DSG,
Quest Software, SonicWall and One Identity.  Though revenue growth
has slowed or declined at each of the businesses since being
acquired by Dell, Inc., each has a solid position within its
markets.

Based on estimated costs needed to run DSG on a standalone basis,
pro forma leverage is over 6.5x and should fall to below 6x within
18 months once initial transition costs are completed.  While the
new owners' plans should improve profitability, execution risks
remain.  The ratings are bolstered by the potential value of each
of the DSG businesses and potential for a sale of any of them to
repay a significant portion of debt, particularly if the businesses
return to historic growth rates, as well as the potential for
significant cost savings post-closing.  The ratings are constrained
by the material adjustments to historical financial statements
needed to estimate the run rate performance of the company.

The ratings could face downward pressure if the business in not on
track to drive leverage to under 6x and free cash flow to debt
above 6% or if revenues for the company's core products do not
return to steady growth.  Some pruning of non-profitable lines is
expected however which will mute overall growth.  Though unlikely
in the near term while the transformation to a stand-alone business
is underway, ratings could be upgraded if leverage is expected to
be sustained under 4.5x and free cash flow greater than 10%,
particularly if accompanied by a public equity offering.

Liquidity is expected to be good based on $130 million of cash at
closing, an unfunded $100 million revolver and modest but positive
free cash flow over the next twelve months.  Though capital
expenditures needed to set up the new business, transition costs,
incentive payments and restructuring expenses are significant, the
initial cash balances cover a majority if not all of the initial
costs.

These ratings were assigned:

Issuer: Seahawk Holding (Cayman) Ltd

Assignments:
  Probability of Default Rating, B2-PD
  Corporate Family Rating, B2
  1st Lien Senior Secured Revolving Bank Credit Facility, B1
   (LGD 3)
  1st Lien Senior Secured Term Loan Bank Credit Facility, B1
   (LGD 3)
  2nd Lien Senior Secured Term Loan Bank Credit Facility, Caa1
   (LGD 6)
  Outlook, Assigned Stable

The principal methodology used in these ratings was Software
Industry published in December 2015.

Dell Software Group had revenues of approximately $1.35 billion for
the fiscal year ended Jan. 31, 2016.


DIFFERENTIAL BRANDS: Files Copy of Investor Presentation with SEC
-----------------------------------------------------------------
During the month of September, members of senior management of
Differential Brands Group Inc. will be presenting to or conducting
one-on-one meetings with investors and analysts about the Company
at several financial conferences.  A copy of the investor
presentation slides, substantially in the form expected to be used
in the presentations and meetings, will be available on the
Company's website at www.differentialbrandsgroup.com.  In addition,
the Company's presentation is available for free at:

                    https://is.gd/XgxBsL
  
                  About Differential Brands

Differential Brands Group Inc., formerly Joe's Jeans Inc., is a
platform that focuses on branded operating companies in the premium
space.  The Company's focus is on organically growing its brands
through a global, omni-channel distribution strategy while
continuing to seek opportunity to acquire accretive, complementary,
premium brands.  The Company's current brands are Hudson, a
designer and marketer of women's and men's premium branded denim
apparel, and Robert Graham, a sophisticated, eclectic style to the
fashion market as an American-based company with an intention of
inspiring a global movement.

Joe's Jeans Inc. has completed the merger combining Hudson Jeans
and Robert Graham.  Additionally, the company has been renamed
Differential Brands Group Inc. and will remain publicly listed on
NASDAQ under the ticker DFBG.

Differential Brands reported a net loss and comprehensive loss of
$32.3 million on $80.2 million of net sales for the year ended Nov.
30, 2015, compared to a net loss and comprehensive loss of $27.7
million on $84.2 million of net sales for the year ended Nov. 30,
2014.

As of June 30, 2016, the Company had $156.41 million in total
assets, $107.08 million in total liabilities and $49.32 million in
total equity.


DIFFUSION PHARMACEUTICALS: Names David Kalergis as CEO
------------------------------------------------------
Effective Sept. 6, 2016, Diffusion Pharmaceuticals Inc. and David
G. Kalergis entered into an employment agreement whereby Mr.
Kalergis will serve as the Company's chief executive officer.  The
Employment Agreement has an indefinite term.

Under the Employment Agreement, Mr. Kalergis will receive an annual
salary of $410,000 and has a target bonus opportunity equal to 45%
of his base salary.  Mr. Kalergis' annual salary is subject to
increase at the discretion of the Board of Directors of the
Company.  The Board may, in its discretion, pay a portion of Mr.
Kalergis' annual salary and annual bonus in the form of equity or
equity-based compensation, provided that commencing with the year
following the year in which a Change of Control (as defined in the
Employment Agreement) occurs, Mr. Kalergis' entire base salary and
annual bonus will be paid in cash.  For 2016, the cash portion of
Mr. Kalergis' base salary is $214,000.

In the event that Mr. Kalergis' employment is terminated by the
Company other than for Cause, death or Disability or upon his
resignation for Good Reason (as such terms are defined in the
Employment Agreement), Mr. Kalergis will be entitled to any unpaid
bonus earned in the year prior to the termination, a pro-rata
portion of the bonus earned during the year of termination,
continuation of base salary for 12 months, plus 12 months of COBRA
premium reimbursement, provided that if such termination occurs
within 60 days before or within 24 months following a Change of
Control, then Mr. Kalergis will be entitled to receive the same
severance benefits as provided above except he will receive (a) a
payment equal to two times the sum of his base salary and the
higher of his target annual bonus opportunity and the bonus payment
he received for the year immediately preceding the year in which
the termination occurred instead of 12 months of base salary
continuation and (b) 36 times the monthly COBRA premium for Mr.
Kalergis and his eligible dependents instead of 12 months of COBRA
reimbursements (the payments in clauses (a) and (b) are paid in a
lump sum in some cases and partly in a lump sum and partly in
installments over 12 months in other cases).  In addition, if Mr.
Kalergis' employment is terminated by the Company without Cause or
by Mr. Kalergis for Good Reason, in either case, upon or within 24
months following a Change of Control, then Mr. Kalergis will be
entitled to full vesting of all equity awards received by Mr.
Kalergis from the Company (with any equity awards that are subject
to the satisfaction of performance goals deemed earned at not less
than target performance).     

In the event that Mr. Kalergis' employment is terminated due to his
death or Disability, Mr. Kalergis (or his estate) will be entitled
to any unpaid bonus earned in the year prior to the termination, a
pro-rata portion of the bonus earned during the year of
termination, 12 months of COBRA premium reimbursement and
accelerated vesting of (a) all equity awards received in payment of
base salary or an annual bonus and (b) with respect to any other
equity award, the greater of the portion of the unvested equity
award that would have become vested within 12 months after the
termination date had no termination occurred and the portion of the
unvested equity award that is subject to accelerated vesting (if
any) upon such termination under the applicable equity plan or
award agreement (with performance goals deemed earned at not less
than target performance, and with any equity award that is in the
form of a stock option or stock appreciation right to remain
outstanding and exercisable for 12 months following the termination
date or, if longer, such period as provided under the applicable
equity plan or award agreement (but in no event beyond the
expiration date of the applicable option or stock appreciation
right)).

All severance is subject to the execution and non-revocation of a
release of claims by Mr. Kalergis or his estate, as applicable.

Mr. Kalergis is also subject to certain restrictive covenants,
including a non-competition, customer non-solicitation and employee
and independent contractor non-solicitation (each applicable during
employment and for 24 months thereafter), as well as
confidentiality and non-disparagement restrictions (each applicable
during employment and at all times thereafter).

                  About Diffusion Pharmaceuticals

Diffusion Pharmaceuticals, as surviving entity in its merger with
RestorGenex, is a clinical stage biotechnology company focused on
extending the life expectancy of cancer patients by improving the
effectiveness of current standard-of-care treatments including
radiation therapy and chemotherapy.  Diffusion is developing its
lead drug, trans sodium crocetinate (TSC), for use in the many
cancer types in which tumor hypoxia (oxygen deprivation) is known
to diminish the effectiveness of current treatments.  TSC targets
the cancer's hypoxic micro-environment, re-oxygenating
treatment-resistant tissue and making the cancer cells more
vulnerable to the therapeutic effects of treatments such as
radiation therapy and chemotherapy, without the apparent addition
of any serious side effects.  TSC has potential application in
other indications involving hypoxia, such as stroke and
neurodegenerative diseases.

Diffusion reported a net loss of $23.8 million on $0 of revenues
for the year ended Dec. 31, 2015, compared to a net loss of $14.4
million on $0 of revenues for the year ended Dec. 31, 2014.

The Company's balance sheet at June 30, 2016, showed $19.9 million
in total assets, $5.89 million in total liabilities and $14.0
million in total stockholders' equity.

Deloitte & Touche LLP, in Chicago, Illinois, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company's recurring
losses from operations and its present financial resources raise
substantial doubt about its ability to continue as a going concern.


DTI HOLDCO: S&P Assigns 'B' CCR & Rates Credit Facilities 'B'
-------------------------------------------------------------
S&P Global Ratings said that it assigned its 'B' corporate credit
rating to Atlanta-based DTI Holdco Inc.  The outlook is stable.

S&P also assigned its 'B' issue-level rating and '3' recovery
rating to the company's senior secured credit facilities, which
consist of a $100 million revolving credit facility expiring in
2021 and $1.195 billion term loan B maturing in 2023.  The '3'
recovery rating indicates S&P's expectation for meaningful (50% to
70%; lower half of the range) recovery of principal in the event of
default.

S&P's 'B' rating on DTI Holdco is based on the combined company's
increased leverage profile pro forma the pending transformational
combination of the two companies, and on its positioning in the
relatively fragmented legal process outsourcing (LPO) and general
business process outsourcing (BPO) markets.  The company's roughly
50% contract-based recurring revenue base partly offsets these
risks.

DTI Holdco has had primarily acquisitive growth over the past
several years, targeting LPO service companies to become a provider
of complementary offerings for on- and off-site legal and
administrative staffing, legal document review, court reporting,
and domestic electronic discovery processing and hosting.  The
acquisition of Epiq Systems Inc. will incorporate the company's
domestic and international eDiscovery services, as well as
bankruptcy processing and class-action settlement administration
offerings.  The combined entity will benefit from a comprehensive
suite of LPO offerings, Epiq's rapidly growing international
eDiscovery presence, stable revenues, and low customer
concentration.

The LPO service provider market and broader BPO market have been
relatively fragmented, with significant overlap in offerings
between competitors, pressuring margins and narrowing organic
revenue growth opportunities.  S&P anticipates that DTI's
positioning in eDiscovery, particularly international, will be the
main revenue growth driver, while legacy staffing, document review,
bankruptcy and settlement, and court reporting segments will
experience more moderate flat to low-single-digit growth, as the
competitive landscape remains saturated with BPO providers.

S&P's assessment of DTI Holdco's financial risk profile is based on
the company's significant debt burden, as well as on restructuring-
and transaction-related costs that constrain operating metrics and
cash flow in the near term.  S&P anticipates these to be
nonrecurring costs, the absence of which will allow for
approximately $70 million of free operating cash flow in fiscal
2017.  Adjusted leverage at transaction close is in the low 6x
area, which S&P anticipates to decrease modestly to the high 5x
area over 2017 through moderate organic revenue growth in
eDiscovery segments, operating expense reductions, and required
amortization and cash flow sweep on the senior term loan.  Given
the company's financial sponsor ownership, S&P do not net cash in
its assessment of the company's leverage.

S&P's base-case scenario assumes these:

   -- S&P Global GDP growth forecast of 2.3% in 2016 and 2.7% in
      2017;

   -- Consolidated revenue of about $1 billion at transaction
      close, growing 3% to 4% in fiscal years 2017 and 2018,
      primarily as a result of international eDiscovery segment
      growth;

   -- Adjusted EBITDA margin of approximately 20% at transaction
      close, with 1- to 2-percentage-point expansion over fiscal
      years 2017 and 2018 due to labor- and capital-expenditures-
      related synergies;

   -- Allocation of 50% of excess cash flow to debt paydown as
      required under the credit agreement, stepping down to 25%
      and 0%, respectively, at 4.5x and 4.0x net leverage ratios;
      and

   -- No acquisitions in 2017 and 2018

The stable outlook reflects S&P's expectation over the next 12
months for low- to mid-single-digit organic revenue growth and
moderate margin expansion through labor and capital expenditure
synergies.  S&P anticipates low 6x adjusted leverage at transaction
close with modest deleveraging through required amortization
payments and cash flow sweep to bring adjusted leverage to the high
5x area in 2017.

Although a downgrade or upgrade are unlikely over 2016 and 2017,
S&P could consider a downgrade if unanticipated operating
performance weakness, acquisition integration difficulties, or
adoption of a more aggressive financial policy cause debt to EBITDA
to be sustained above 7x.

S&P could consider an upgrade if DTI is able to execute organic
revenue growth and deleveraging through realization of synergies
and paydown of debt from required amortization payments and cash
flow sweep such that debt to EBITDA is sustained below 5x.


E MENDOZA & CO: Names Nelson Robles-Diaz as Counsel
---------------------------------------------------
E. Mendoza & Co., Inc. seeks authorization from the U.S. Bankruptcy
Court for the District of Puerto Rico to employ Nelson Robles-Diaz,
P.S.C. as counsel, effective August 19, 2016.

The Debtor requires Robles-Diaz to:

   (a) prosecute the motions and applications filed;

   (b) advise/represent the Debtor with respect to its duties,
       rights and powers;

   (c) advise/represent the Debtor in negotiations with creditors;

   (d) advise/represent the Debtor in analyzing the claims;

   (e) advise/represent the Debtor with respect to its various
       investigations of claims, causes of action and other
       matters;

   (f) advise/represent the Debtor with respect to any
       negotiations and litigation that may be necessary, and at
       hearings and other proceedings;

   (g) advise/represent the Debtor with respect to pleadings and
       applications as may be necessary in furtherance of the
       Debtor's interests and objectives; and

   (h) advise/representing the Debtor with respect to such other
       matters as may be required and are deemed to be in the
       interests of the Debtor in accordance with the applicable
       law.

Robles-Diaz will be paid at these hourly rates:

       Nelson Robles-Diaz           $250
       Paralegals and Law Clerks    $40-$50

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

The Debtor and Robles-Diaz agreed on a $12,000 retainer.

Nelson Robles-Diaz 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 Debtor and its estate.

Nelson Robles-Diaz can be reached at:

       Nelson Diaz Robles, Esq.
       NELSON ROBLES-DIAZ LAW OFFICES PSC
       P.O. Box 192302
       San Juan, PR 00912        
       Tel: (787) 294-9518
       Fax: (787) 294-9519
       E-mail: nroblesdiaz@gmail.com

                    About E. Mendoza & Co Inc

E. Mendoza & Co. Inc., based in San Juan, P.R., filed a Chapter 11
petition (Bankr. D.P.R. Case No. 16-06661) on August 22, 2016.
Nelson Robles Diaz, Esq., serves as bankruptcy counsel.

In its petition, the Debtor estimated $0 to $50,000 in assets and
$1 million to $10 million in liabilities.  The petition was signed
by Marta Fernandez Torres, secretary.



EMC CORP: S&P Lowers CCR to 'BB+', Off CreditWatch Negative
-----------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on EMC Corp.
to 'BB+' from 'A' (the same as our rating on Dell Technologies
Inc.).  At the same time, S&P removed the corporate credit rating
from CreditWatch, where it had placed it with negative implications
on Oct. 12, 2015, following Dell Technologies' announcement that it
would acquire EMC.  The rating outlook is stable.

S&P also lowered its issue-level rating on EMC's outstanding senior
unsecured notes, totaling $5.5 billion, to 'BB-' from 'A' and
assigned the notes a recovery rating of '6', reflecting S&P's
expectation of negligible (0%???10%) recovery in the event of a
payment default.  The senior unsecured notes will remain
outstanding and become a part of Dell Technologies' overall debt
capital structure.  The $5.5 billion outstanding senior unsecured
notes do not have guarantees from Dell Technologies, Dell, Dell
International LLC, or EMC's direct or indirect wholly owned
subsidiaries, unlike the unsecured notes totaling $3.25 billion
issued by coborrowers Dell and EMC.

S&P subsequently withdrew its 'BB+' corporate credit rating on EMC
and S&P's 'A-1' short-term rating on the company's commercial paper
program, following the repayment of amounts outstanding, at the
issuer's request.

"The rating actions follow the closing of Dell Technologies'
acquisition of EMC," said S&P Global Ratings' credit analyst David
Tsui.  With the transaction close, EMC becomes a wholly owned
subsidiary of Dell, and S&P believes it becomes core to Dell
according to our group rating methodology assessment.  Thus, S&P
equalizes its corporate credit rating on EMC with those on its
parent, Dell, at 'BB+'.

In S&P's view, EMC is highly unlikely to be sold by Dell
Technologies, because the company is successful at its business, it
has a long-term commitment from Dell's management, and it operates
in a business segment that is integral to Dell Technologies'
overall strategy.


ENBRIDGE INCOME: DBRS Confirms BB Jr Subordinated Debt Rating
-------------------------------------------------------------
DBRS Limited confirmed all ratings of Enbridge Income Fund (EIF),
Enbridge Pipelines Inc. (EPI), Enbridge Gas Distribution Inc. (EGD)
and Enbridge Energy Partners, L.P. (EEP) as follows, with Stable
trends and removed them from Under Review with Developing
Implications, where they were placed on September 6, 2016:

   -- EIF, Issuer Rating of BBB (high)

   -- EIF, Senior Unsecured Long-Term Notes rated BBB (high)

   -- EPI, Issuer Rating of "A"

   -- EPI, Medium-Term Notes and Unsecured Debentures rated "A"

   -- EPI, Commercial Paper rated R-1 (low)

   -- EGD, Issuer Rating of "A"

   -- EGD, Unsecured Debentures & Medium-Term Notes rated "A"

   -- EGD, Commercial Paper rated R-1 (low)

   -- EGD, Cum. & Cum. Redeemable Convertible Preferred Shares
      rated Pfd-2 (low)

   -- EEP, Issuer Rating of BBB

   -- EEP, Senior Unsecured Notes rated BBB

   -- EEP, Junior Subordinated Notes rated BB (high)

   -- EEP, Commercial Paper rated R-2 (middle)

DBRS has also maintained the following ratings of Enbridge Inc.
(ENB)
Under Review with Developing Implications, where they were placed
on
September 6, 2016:

   -- ENB, Issuer Rating of BBB (high)

   -- ENB, Medium-Term Notes & Unsecured Debentures rated
      BBB (high)

   -- ENB, Cumulative Redeemable Preferred Shares rated Pfd-3
      (high)

   -- ENB, Commercial Paper rated R-2 (high)

BACKGROUND

On September 6, 2016, ENB announced that it has entered into a
definitive merger agreement with Spectra Energy Corp (SEC), a
Houston,
Texas-based energy company that indirectly owns and operates a
large
and diversified portfolio of predominantly natural gas-related
assets
in North America, including pipelines, storage and processing
operations in the Northeastern and Southwestern United States and
Western Canada and natural gas distribution and storage in Ontario
through its wholly owned subsidiary, Spectra Energy Capital, LLC
(Spectra Capital, rated BBB). Spectra Capital's subsidiaries
include
79%-owned Spectra Energy Partners, 100%-owned Westcoast Energy
Inc.
(Westcoast, rated A (low)), Union Gas Limited (Union, rated "A";
100%
owned by Westcoast) and a 50% investment in DCP Midstream, LLC
(Phillips 66 is the other 50% owner).

ENB will acquire all of the common shares of SEC in a
stock-for-stock
transaction (the Transaction) that values SEC common stock at
approximately $37 billion (USD 28 billion) based on the closing
price
of ENB's common shares on September 2, 2016. ENB will also assume
consolidated SEC debt of approximately $22 billion (USD 14.8
billion).
The Transaction, which is expected to close in Q1 2017, has been
unanimously approved by the boards of directors of both companies,
but
remains subject to ENB and SEC shareholder approval and certain
regulatory approvals. Upon closing, SEC will become an indirect
wholly-owned subsidiary of ENB (independent of other DBRS-rated
subsidiaries) and will cease to be a publicly held corporation.
Please
refer to DBRS's press release dated September 6, 2016, for further
details.

UPDATE

DBRS had the opportunity to meet with the senior management teams
of
both companies prior to the Transaction being announced to discuss
details of the merger. DBRS was also provided with considerable
documentation relating to the Transaction. After a review of the
information provided and the September 6, 2016 announcement,
followed
by the conference call hosted by both companies, DBRS has
determined
that closing of the Transaction, as announced, will not impact the
credit quality of ENB's DBRS-rated subsidiaries (EIF, EPI, EGD and
EEP) and has therefore confirmed these ratings.

POTENTIAL IMPACT ON ENB

DBRS believes that the Transaction, as proposed, before
considering
the potential sale of non-core assets, will be neutral for ENB's
overall business risk profile. The SEC acquisition provides
increased
diversification (on both geographic and product mix bases) as well
as
significantly increased size and scale to ENB's business, which
DBRS
views as moderately positive. However, DBRS believes that SEC's
business risk profile is modestly weaker than that of ENB,
particularly with respect to the former's 50% investment in DCP
Midstream LLC, which although a small component of the combined
entity, currently includes significant commodity price exposure
within
its gas gathering and processing contract portfolio. DBRS notes
that
the combined contractual and counterparty positions remain very
strong, with approximately 96% of pro forma cash flow generated by
cost-of-service, take-or-pay or fee-based contracts and 93% from
strong investment-grade or equivalent counterparties.

With respect to the financial risk profile, ENB stated that it
expects
to fund future growth in a manner that is consistent with
maintaining
a strong investment-grade credit profile with key target metrics
of
15% funds from operations (FFO) to debt and five times
debt-to-EBITDA,
which DBRS views as falling well within the financial parameters
of
the existing rating and likely to be achieved in late 2018 or
early
2019. DBRS notes that both ENB and SEC have significant capex
programs
over the medium term, with ENB's back-end loaded and SEC's highly
front-end loaded programs combining into a somewhat smoother
overall
pattern through 2019. DBRS expects near-term pressure on ENB's
credit
metrics to continue as a result of the relatively high near-term
capex
($12.9 billion in 2017), largely offset by issuance of substantial
common equity for the Transaction. However, DBRS expects the
recovery
in key credit metrics (on both consolidated and non-consolidated
bases) at the combined entity to be faster than previously
expected
from ENB on a stand-alone basis. Finally, with respect to
structural
subordination concerns previously identified by DBRS at the ENB
level,
the closing of the Transaction under the currently contemplated
corporate structure is expected to be beneficial, given that no
new
debt would be raised at the ENB level and common dividends that
were
previously paid to SEC common shareholders would now be available
to
be paid to ENB.

Consequently, DBRS expects to confirm all of ENB's ratings with
Stable
trends in the event that the Transaction closes as contemplated.
This
expectation is based on a number of key DBRS assumptions, including
no
new material debt at the ENB level (aside from potential migration
of
Spectra Capital's long-term debt to ENB over time) as a result of
the
Transaction, migration of the combined entity's common dividend
payout
ratio towards the low end of the 50% to 60% range over the medium
term, achievement of the contemplated improvement in credit
metrics
over the current planning period and no increase in structural
subordination at the ENB level from currently contemplated levels.
Changes to any of these, and other, key assumptions would cause
DBRS
to revisit the current ratings.

Notes: All figures are in Canadian dollars unless otherwise noted.


ENERGY XXI: Committee Seeks Vacation of Disclosure Statement Order
------------------------------------------------------------------
BankruptcyData.com reported that Energy XXI's official committee of
unsecured creditors filed with the U.S. Bankruptcy Court a motion
for an order vacating the Court's July 18, 2016 order approving
Energy XXI's Disclosure Statement.  In a heavily redacted motion,
the creditors assert, "The testimony recently provided by the
Independent Directors clearly shows that various critical
statements contained within the Disclosure Statement are not true.
The Debtors' inclusion of such untrue statements renders the
Disclosure Statement materially misleading and threatens the
overall integrity of the solicitation process commence with respect
to the Proposed Plan.  The Bankruptcy Rules provide a specific
remedy for addressing this type of problem.  Specifically,
Bankruptcy Rule 9024 incorporates Rule 60 of the Federal Rules of
Civil Procedure, which provides, in relevant part, that 'the court
may relieve a party . . . from a final judgment, order, or
proceeding for the following reasons: (2) newly discovered evidence
that, with reasonable diligence, could not have been discovered in
time to move for a new trial under Rule 59(b); (3) fraud (whether
previously called intrinsic or extrinsic), misrepresentation, or
misconduct by an opposing party; . . . or (6) any other reason that
justifies relief.' There are several independent bases upon which
this rule may be employed. First, the aforementioned recent
deposition testimony of the Independent Directors is 'newly
discovered evidence' which the Committee could not have been aware
of at the time of the hearing to consider approval of the
Disclosure Statement."  The Court scheduled a September 13, 2016
hearing on the motion.

                   About Energy XXI Ltd

Energy XXI Ltd (OTCMKTS: EXXIQ) was incorporated in Bermuda on
July 25, 2005. With its principal operating subsidiary
headquartered in Houston, Texas, Energy XXI is engaged in the
acquisition, exploration, development and operation of oil and
natural gas properties onshore in Louisiana and Texas and in the
Gulf of Mexico Shelf.

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

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

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

Energy XXI scheduled $95,979,564.02 in total assets and
$2,749,509,954.98 in total liabilities as of the petition date.

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

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

The Office of the U.S. Trustee on April 26, 2016, appointed five
creditors of Energy XXI Ltd. to serve on the official committee of
unsecured creditors. The Committee retains Heller, Draper,
Patrick, Horn & Dabney LLC as its co-counsel, Latham & Watkins LLP
as its co-counsel, and FTI Consulting, Inc. as its financial
advisor.

The U.S. Trustee also appointed an Official Committee of Equity
Security Holders.  The Equity Committee retained Hoover Slovacek
LLP as its legal counsel, and Williams Barristers & Attorneys, as
Bermuda counsel.

The Ad Hoc Committee of Second Lien Noteholders is represented in
the case by Robert Bernard Bruner
--bob.bruner@nortonrosefulbright.com -- at Norton Rose Fulbright.


ESSER FAMILY: Unsecureds To Recover 2% On Plan Effective Date
-------------------------------------------------------------
Esser Family Dental, Inc., filed with the U.S. Bankruptcy Court for
the Western District of Pennsylvania a fourth amended disclosure
statement dated Sept. 6, 2016, to accompany its Chapter 11 plan.

A full-text copy of which is available at:

           http://bankrupt.com/misc/14-11051-188.pdf

The Plan provides for these creditor recoveries:

   * Secured creditor PNC -- The secured claim of PNC will be paid
with interest at 5% over 15 years for a monthly payment of
$1,285.10.

   * Secured creditor Patterson Dental -- The secured claim of
Patterson Dental will be paid with interest at 5% over 5 years for
a monthly payment of $612.

   * Unsecured Creditors will be paid 2% on Effective Date.

Esser Family Dental, Inc., was one of only 2 dental practices in
northwestern Pennsylvania that could provide treatment for
children
with Medicaid in an outpatient surgery center from 1997 through
2012.  Esser Family Dental had two lines of business, a
traditional
family dental practice that was started from scratch in 1993, and
a
surgery center that treated children with a state funded dental
plan via United Healthcare at an outpatient surgery center for
extensive dental caries.  The Chapter 11 case is in In re Esser
Family Dental, Inc. (Bankr. W.D. Pa. Case No. 14-11051).

The Debtor's counsel:

        Guy C. Fustine, Esquire
        KNOX MCLAUGHLIN GORNALL & SENNETT, P.C.
        120 West Tenth Street
        Erie, PA 16501


EVANS & SUTHERLAND: Appoints New CEO and President
--------------------------------------------------
Evans & Sutherland Computer Corporation announced the appointment
of Jonathan Shaw as chief executive officer and a member of the
Board of Directors in connection with the retirement of David
Bateman as the Company's CEO and Board member, and the promotion of
Kirk Johnson to president and chief operating officer, both
effective Sept. 6, 2016.  Mr. Johnson will report to Mr. Shaw.  As
members of the E&S Executive Management Team, they will work
closely together on product and strategy development, marketing and
sales to drive value to our customers, shareholders and employees.

"We are extremely pleased that Jon has accepted the role of CEO of
E&S," said L. Tim Pierce, Chairman of the Board of the Company.
"Jon has served as the President of our wholly owned subsidiary,
Spitz, Inc., for more than 14 years.  He has led all of the major
initiatives that have resulted in Spitz becoming a world leader in
supplying dome projection screens, education-focused planetariums,
unique architectural structures and developing opportunities in
theme parks."

"I am honored to be given the opportunity to be E&S's next CEO.  It
is a privilege to be part of an organization with such a rich
history and capability.  I look forward to working with the Board
and the very talented staff at E&S and Spitz to pursue future
growth opportunities and to maximize the value of our shareholders'
investment," said Mr. Shaw.

Throughout his career, Mr. Shaw has successfully held senior-level
positions in operations, manufacturing, sales, product management,
marketing and general management.  Mr. Shaw was appointed president
and chief executive officer of E&S's subsidiary, Spitz, Inc., in
November 2001, where he held various management positions since
1985.  Prior to Spitz, Jon held several engineering positions with
Mobil Oil Corporation.  He holds a BS in Engineering from the
University of Delaware and an MBA from Widener University.

Kirk Johnson will assume the role of president and chief operating
officer.  Mr. Johnson was appointed vice president and general
manager of E&S's Digital Theater Division in 2002.  He joined E&S
in 1990 and held various engineering and management positions prior
to his VP role.  Prior to E&S, Mr. Johnson worked as an FCC
compliance and regulatory engineer and project manager at
Communication Certification Laboratory.  He holds a BS in
Electrical Engineering and an MBA, both from the University of
Utah.

"We congratulate Kirk in his new role at E&S.  It is very exciting
to have him expand his role on our Executive Management Team which
will allow him to utilize the skills, relationships and industry
knowledge that he has gained while working at E&S for the last 26
years," said Mr. Pierce.

"I look forward to working with the Board, Jon and our employees to
continue to provide the exceptional products and services that our
customers have come to expect from E&S.  I am excited to more fully
integrate E&S and Spitz in order to consolidate costs, increase
profitability and grow our business," said Mr. Johnson.

"The entire Company is very grateful for the steady leadership Dave
Bateman has brought to his 10 years of service as our CEO," Mr.
Pierce said.  "Dave has tirelessly worked to resolve many
significant challenges faced by the Company, including the very
important 2014 resolution of the liabilities associated with the
Company's pension plan.  He has been a great leader and colleague
and we wish him the best in retirement as he moves to this next
phase of his life."

On Sept. 2, 2016, the board of directors of Evans & Sutherland
approved a form of indemnification agreement to be entered into
with the Company's directors and officers.  The Company also
entered into the Indemnification Agreement with each of its
independent directors and with Messrs. Shaw and Johnson.

A full-text copy of the Form 8-K filing with the Securities and
Exchange Commission is available for free at https://is.gd/TOhdes

                    About Evans & Sutherland

Salt Lake City, Utah-based Evans & Sutherland Computer Corporation
in conjunction with its wholly owned subsidiary, Spitz Inc.,
creates innovative digital planetarium systems and cutting-edge,
fulldome show content.  E&S has developed Digistar 5, the world's
leading digital planetarium with fulldome video playback, real-
time computer graphics, and a complete 3D digital astronomy
package fully integrated into a single theater system.  This
technology allows audiences to be immersed in full-color, 3D
computer-generated interactive worlds.  As a full-service system
provider, E&S also offers Spitz domes, hybrid planetarium systems
integrated with Digistar and a full range of theater systems from
audio and lighting to theater automation.  E&S markets include
planetariums, science centers, themed attraction venues, and
premium large-format theaters.  E&S products have been installed
in over 1,300 theaters worldwide.

Evans & Sutherland reported a net loss of $1.27 million on $35.3
million of sales for the year ended Dec. 31, 2015, compared to a
net loss of $1.30 million on $26.5 million of sales for the year
ended Dec. 31, 2014.

As of July 1, 2016, Evans & Sutherland had $22.31 million in total
assets, $23.61 million in total liabilities and a $1.30 million
total stockholders' deficit.


FIELDPOINT PETROLEUM: Credit Line Default Raise Going Concern Doubt
-------------------------------------------------------------------
FieldPoint Petroleum Corporation filed its quarterly report on Form
10-Q, disclosing a net loss of $587,433 on $780,580 of total
revenue for the three months ended June 30, 2016, compared with a
net loss of $261,172 on $1.18 million of total revenue for the same
period last year.

The Company's balance sheet at June 30, 2016, showed $9.20 million
in total assets, $9.76 million in total liabilities, and a
stockholders' deficit of $557,072.

Continued low oil and natural gas prices during 2015 and 2016 have
had a significant adverse impact on its business, and as a result
of the Company's financial condition, substantial doubt exists that
the Company will be able to continue as a going concern.  As of
June 30, 2016, the Company has a working capital deficit of
approximately $6,441,000 primarily due to the classification of its
line of credit as a current liability.  The line of credit provides
for certain financial covenants and ratios measured quarterly which
include a current ratio, leverage ratio, and interest coverage
ratio requirements.   The Company is out of compliance with all
three ratios as of June 30, 2016, and it does not expect to regain
compliance in 2016 without an amendment to its credit agreement.
The Company had requested that Citibank amend the credit agreement
and/or waive some or all of the covenants, and while they have been
open and cooperative, there is no assurance that an accommodation
will be reached.  The Company is currently in technical default of
the Loan Agreement unless and until such amendment or waiver is
granted, Citibank could require us to pay off the note and the
Company would need to secure alternative financing in the debt or
equity market which may or may not be available.

Citibank is in a first lien position on all of the Company's
properties.  The Company is current on all interest payments but
Citibank lowered its borrowing base from $11,000,000 to $5,500,000
on December 1, 2015.  As a result of the redetermination of the
credit base, the Company had a borrowing base deficiency in the
amount of $1,495,000 on December 1, 2015.  As an election under the
Loan Agreement, the Company agreed to pay and cure the deficiency
in three equal monthly installments of $498,333 each, due on
December 31, 2015, January 31, 2016 and February 29, 2016.  The
Company made its first required deficiency payment in the amount of
$516,667 on December 29, 2015.  However, it did not make the
required deficiency payments in January or February 2016.  As of
June 30, 2016, the Company's loan balance is $6,478,333 and its
borrowing base deficiency is $978,333.

A copy of the Form 10-Q is available at:
                              
                       https://is.gd/qUInSV

FieldPoint Petroleum Corporation acquires, operates and develops
oil and gas properties.  The Austin, Texas-based Company
currently has ownership interests in 480 gross producing wells
across Texas, Oklahoma, Wyoming, New Mexico, and Louisiana.


FIRED UP: Vernon Law Replaces Lewis Brisbois as Special Counsel
---------------------------------------------------------------
Fired Up, Inc., files with the U.S. Bankruptcy Court for the
Western District of Texas an amended application for authority to
employ special counsel for the Debtor, substituting Lewis,
Brisbois, Bisgaard & Smith, LLP for The Vernon Law Group, PLLC.

The Debtor proposes to employ the Firm to perform these services
for the estate: prepare Franchise Disclosure Documents for Johnny
Carina's Italian Restaurants, perform franchise registration and
renewal filings in applicable states, provide franchise advice with
regard to ongoing business operations, and to insure the necessary
disclosures and filings are made if a sale of the Debtor's assets
includes its franchises.

The Firm will charge the Debtor for its legal services on an hourly
basis at these rates:

     John Vernon -- $575/hour,
     Vickie Driver -- $395/hour,
     Taylor Vernon -- $325/hour, and
     Christina Stephenson -- $325/hour.

Vernon Law received payments from the Debtor in the amount of
$20,157 during the year prior to this bankruptcy case.  No fees
were owed as of the Petition Date except for fees incurred during
the week prior to bankruptcy.  Vernon Law also received a retainer
from the Debtor in the amount of $15,000.  The retainer was paid
from the Debtor's funds.

John Vernon, Esq., an attorney with Lewis Brisbois, assures the
Court that the Firm is a disinterested person within the meaning of
Sections 101(14) and 327 of the Bankruptcy Code.

The Firm can be reached at:

          John Vernon, Esq.
          Vickie L. Driver, Esq.
          Christina W. Stephenson, Esq.
          LEWIS, BRISBOIS, BISGAARD & SMITH, LLP
          2100 Ross Avenue, Suite 2000
          Dallas, TX 75201
          Telephone: (214) 722-7100
          Facsimile: (214) 722-7111
          E-mail: john.vernon@lewisbrisbois.com
                  vickie.driver@lewisbrisbois.com.
                  christina.stephenson@lewisbrisbois.com

                      About Fired Up, Inc.

Fired Up, Inc., the Austin, Texas-based owner and operator of the
Johnny Carino's Italian restaurant chain, sought Chapter 11
bankruptcy protection (Bankr. W.D. Tex. Case No. 14-10447) on March
27, 2014, in Austin.  It estimated assets and debt of $10 million
to $50 million.

As of the bankruptcy filing, Fired Up had 2,900 employees and owned
and operated 46 company-owned stores known as Johnny Carino's
Italian in seven states (Texas, Arkansas, Colorado, Louisiana,
Idaho, Kansas and Missouri) and 61 franchised or licensed locations
in 17 states and four other countries (Bahrain, Dubai, Egypt and
Kuwait).

The Debtor disclosed $10,360,877 in assets and $36,139,375 in
liabilities.

The Debtor is represented by Barbara M. Barron, Esq. and Lynn
Saarinen, Esq. at Barron & Newburger, P.C., in Austin.

The U.S. Trustee appointed a seven-member Official Committee of
Unsecured Creditors.  The Committee tapped Pachulski Stang Ziehl &
Jones LLP as its counsel, and FTI Consulting, Inc., as its
financial advisor.



FORESIGHT ENERGY: Christopher Cline, et al., File Schedule 13D
--------------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, these reporting persons disclosed beneficial ownership
of common units representing limited partner interests, no par
value, of Foresight Energy LP as of Aug. 30, 2016:

   (i) Christopher Cline may be deemed to beneficially own
       20,504,039 Common Units, which represents approximately
       31.0% of the outstanding Common Units.  Cline has sole
       voting and dispositive power over the 20,504,039 Common
       Units, 19,040,490 of which are owned directly by Cline and
       1,463,549 Common Units of which are owned directly by Cline
       Resource and Development Company, which is wholly owned by
       Cline;

  (ii) Cline Trust Company and Donald R. Holcomb may be deemed to
       beneficially own 20,323,188, which represents approximately
       30.7% of the outstanding Common Units.  Cline Trust Company
       and its manager, Holcomb, share voting and dispositive
       power over the 20,323,188 Common Units held directly by
       Cline Trust Company;

(iii) Michael J. Beyer may be deemed to beneficially own 440,994
       Common Units, which represents approximately 0.7% of the
       outstanding Common Units.  Beyer has sole voting and
       dispositive power over the 440,994 Common Units owned
       directly by Thunderwood Capital, LLC, of which Beyer is
       manager;

  (iv) John Dickinson may be deemed to beneficially own 2,454,597
       Common Units, which represents approximately 3.7% of the
       outstanding Common Units.  Dickinson has sole voting and
       dispositive power over the 2,454,597 Common Units owned
       directly by Munsen LLC, of which Dickinson is manager;

   (v) Andrew Rimbach may be deemed to beneficially own 2,924,783
       Common Units, which represents approximately 4.4% of the
       outstanding Common Units.  Rimbach has sole voting and
       dispositive power over the 2,924,783 Common Units owned
       directly by Filbert Holdings LLC, of which Rimbach is
       manager; and

  (vi) Brian Glasser may be deemed to beneficially own 650,626
       Common Units, which represents approximately 1.0% of the
       outstanding Common Units.  Glasser has sole voting and
       dispositive power over the 650,626 Common Units owned
       directly by Forest Glen Investments LLC, of which Glasser
       is manager.

The percentages are based upon 66,096,093 Common Units of the
Company outstanding as of Aug. 5, 2016, as disclosed in the
Company's quarterly report on Form 10-Q filed Aug. 9, 2016.

In the event the Reporting Persons were deemed to be a "group"
within the meaning of Section 13(d)(3) of the Exchange Act, such
group would beneficially own 47,298,227 Common Units, which
represents 71.6% of the outstanding Common Units.

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

                      https://is.gd/7eGzUB

                      About Foresight Energy

Foresight Energy mines and markets coal from reserves and
operations located exclusively in the Illinois Basin.  
As of Dec. 31, 2015, the Company has invested over $2.3 billion to
construct state-of-the-art, low-cost and highly productive mining
operations and related transportation infrastructure.  The Company
controls over 3 billion tons of proven and probable coal in the
state of Illinois, which, in addition to making the Company one of
the largest reserve holders in the United States, provides organic
growth opportunities.  The Company's reserves consist principally
of three large contiguous blocks of uniform, thick, high heat
content (high Btu) thermal coal which is ideal for highly
productive longwall operations.  Thermal coal is used by power
plants and industrial steam boilers to produce electricity or
process steam.

Foresight Energy reported a net loss attributable to limited
partner units of $39.47 million on $984.85 million of total
revenues for the year ended Dec. 31, 2015, compared to net income
attributable to limited partner units of $70.19 million on $1.10
billion of total revenues for the year ended Dec. 31, 2014.

As of June 30, 2016, Foresight had $1.74 billion in total assets,
$1.79 billion in total liabilities and a total partners' deficit of
$45.9 million.

Ernst & Young LLP, in St. Louis, Missouri, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2015, noting that the Partnership is
in default of certain provisions of its long-term debt and capital
lease obligations, resulting in a working capital deficit as of
Dec. 31, 2015.  These conditions raise substantial doubt about the
Partnership's ability to continue as a going concern.

                          *     *     *

The Troubled Company Reporter on March 22, 2016, reported that
Standard & Poor's Ratings Services said it lowered its corporate
rating on St. Louis-based Foresight Energy to 'D' from 'CCC-'.

As reported by the TCR on Sept. 5, 2016, Moody's Investors Service
upgraded the corporate family rating (CFR) of Foresight Energy,
LLC
to Caa2 from Caa3, as well as the probability of default rating
(PDR) to Caa2-PD from Caa3-PD, and the senior secured rating to
Caa1 from Caa2.  The upgrade reflects the resolution of
uncertainties related to the bondholder litigation and the events
of default, reduction in cash interest payments, and our
expectation of the gradual reduction in leverage, as a result of
convertible PIK notes maturing in October 2017 and excess cash flow
being directed towards the senior secured debt repayment.


GAWKER MEDIA: Employs Citrin Cooperman as Independent Auditor
-------------------------------------------------------------
Gawker Media LLC and its debtor affiliates ask for authority from
the U.S. Bankruptcy Court for the Southern District of New York to
employ Citrin Cooperman & Company, LLP, as their independent
auditor and accounting services provider effective nunc pro tunc to
the Petition Date.

As auditor, Citrin will:

   a. provide general and technical accounting advice;

   b. assist with due diligence requests such as coordinating
      workpaper reviews and responding to management inquiries
      about historical accounting records;

   c. provide fiscal audit for the year ending December 31, 2015;

   d. provide audit services, relating to an employee benefit
      plan audit for the year ending December 31, 2015; and

   e. respond to New York State sales and use tax audit.

Citrin's current hourly rates for matters related to these Chapter
11 Cases range as:

     Billing Category            Range
     ----------------            -----
     Partners                  $475-560
     Managers and Directors    $410-460
     Staff Accountants         $200-250
     Support Staff              $90-190

The Debtors propose to compensate Citrin on an hourly basis, plus
reimbursement of actual, necessary expenses and other charges
incurred by Citrin according to its customary reimbursement
policies.

As of the Petition Date, no amounts were outstanding with respect
to invoices issued by Citrin for prepetition services.  The Debtors
paid $220,234 to Citrin during the period 90 days prior to the
Petition Date in compensation for the Prepetition Services.  The
Debtors paid $5,000 to Citrin on May 25, 2016, as an advance
payment retainer.  As of the Petition Date, the Debtors' retainer
balance with Citrin remained $5,000.

Michael Rhodes -- mrhodes@citrincooperman.com -- a Partner at
Citrin, assures the Court that Citrin is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

The Court will commence a hearing on September 13, 2016, at 10:00
a.m. (ET), to consider the Motion.

                       About Gawker Media

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

Gawker sought bankruptcy protection after being ordered to pay
$140.1 million in connection with an invasion of privacy lawsuit
arising from publication of a report and commentary and
accompanying sex video involving Terry Gene Bollea.

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

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

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

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

The U.S. trustee for Region 2 on June 24 appointed three creditors
of Gawker Media LLC and its affiliates to serve on the official
committee of unsecured creditors. The committee members are Terry
Gene Bollea, popularly known as Hulk Hogan, Shiva Ayyadurai, and
Ashley A. Terrill.

Counsel to US VC Partners LP, as Prepetition Second Lien Lender,
are David Heller, Esq., and Keith A. Simon, Esq., at Latham &
Watkins LLP.

Counsel to Cerberus Business Finance, LLC, as DIP Lender, are Adam
C. Harris, Esq., at Schulte Roth & Zabel LLP.



GENERAL PRODUCTS: Creditors' Panel Hires Conway as Fin'l Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of General Products
Corporation, et al., seeks authorization from the U.S. Bankruptcy
Court for the Southern District of Michigan to retain Conway
Mackenzie, Inc., as financial advisor for the Committee, nunc pro
tunc to July 18, 2016.

The Committee requires Conway Mackenzie to:

    a. attend the meetings of the Committee;
   
    b. analyze and review financial information;
   
    c. assist in the efforts to sell assets of or reorganize the
Debtor in a manner that maximizes value for creditors;
   
    d. provide financial advice;
   
    e. prepare financial analysis as requested by the Committee
and/or its legal advisors;
  
    f. review and investigate prepetition transactions in which the
Debtors and/or their insider(s) were involved;
   
    g. analyze and negotiate any proposed sale, plan or exit
strategy in these cases;
   
    h. confer with the Debtors' advisors, management and counsel;
   
    i. review the Debtor's schedules, statements of financial
affairs and business plan; and
   
    j. review and analyze the Debtors' work product of the Debtors'
investment bankers and financial advisors.

Conway Mackenzie professionals who will work on the Debtors' cases
and their hourly rates are:

     Steven Wybo                $585
     Glenn Kushiner             $500
     Patrick Kelleher           $360
     Paraprofessional           $130

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

Steven Wybo, senior managing director of 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 Mackenzie can be reached at:

      Steven Wybo
      Conway Mackenzie, Inc.
      401 S. Old Woodward Avenue, Suite 340
      Birminghan, MI 48009
      Phone: 248-433-3100
      E-mail: SWybo@ConwayMacKenzie.com

                   About General Products

??????General Products Corporation and General Products Mexico,
LLC, both based in Livonia, MI, filed a Chapter 11 petition (Bankr.
E.D. Mich. Case Nos. 16-49267 and 16-49269) on June 27,
2016.????The Hon. Thomas J. Tucker (16-49267) and Walter Shapero
(16-49269) preside over the case. Rachel L. Hillegonds, Esq. and
John T. Piggins, Esq., at Miller Johnson, as bankruptcy counsel.

??????In its petition, General Products Corporation estimated $50
million to $50 million in both assets and liabilities.????General
Products Mexico estimated $50,000 to $50 million in both assets and
liabilities.????The petition was signed by Andrew Masullo,
president and chief executive officer.

The Debtors have hired Miller Johnson as counsel, Blue-Water
Partners as financial advisor and Robert Zimmer as consultant.

??????The Office of the U.S. Trustee appointed an official
committee of unsecured creditors in the case.



GENERAL PRODUCTS: Hires Hilco Industrial as Auctioneer
------------------------------------------------------
General Products Corporation seeks authority from the U.S.
Bankruptcy Court for the Eastern District of Michigan to employ
Hilco Industrial, LLC as auctioneer to the Debtor.

General Products requires Hilco Industrial to market and sell the
Debtor's assets located at 188 Earl Davis Dr, Russellville, KY
42276 ("Assets"), and to provide these services:

   a. develop an advertising and marketing plan for the sale of
      the Assets;

   b. implement the advertising and marketing plan as deemed
      necessary or appropriate by Hilco Industrial to maximize
      the net recovery on the Assets;

   c. prepare for the sale of the Assets, including gathering
      specifications and photographs for pictorial brochures and
      arrange the Assets in a manner, which in Hilco Industrial's
      judgment would be designed to enhance the net recovery
      on the Assets;

   d. provide fully qualified and experienced personnel who will
      prepare for and sell the Assets in accordance with the
      terms of the agreement;

   e. provide a complete auction crew to handle computerized
      accounting functions necessary to provide auction buyers
      with invoices and the Debtor with a complete accounting of
      all Assets sold at the auction;

   f. oversee the removal of Assets by buyers from the Location;

   g. sell the Assets for cash or other immediately available
      funds to the highest bidders on an "AS IS," "WHERE IS" and
      "all sales are final" basis and in accordance with the
      terms of the agreement;

   h. charge and collect on behalf of the Debtor from all
      purchasers any purchase price together with all applicable
      taxes in connection therewith;

   i. deposit all collected Gross Proceeds into a separate
      account maintained by Hilco Industrial and remit such
      proceeds to the Debtor, less any amounts due to Hilco
      Industrial, within 30 days after the sale of each Asset;
      and

   j. submit an initial sales report to the Debtor within
      14 days after the sale of the Assets and a final complete
      sales report to the Debtor within 14 days after the end of
      the term.

Under the Asset Marketing Agreement, Hilco Industrial provides a
guaranteed return to the Debtor of $350,000, which will be paid to
the Debtor no later than 2 days prior to the auction. Upon payment
of the guaranty amount, Hilco Industrial will be entitled to retain
the first $425,000 in proceeds from the sale of the Assets.

Thereafter, Hilco Industrial and the Debtor will split all
remaining proceeds from the sales of the Assets with 20% to be paid
to Hilco Industrial and 80% to the Debtor.

Additionally, Hilco Industrial shall be entitled to charge a
buyer's premium of 16% on all sales.

Brent Bonham, chief operating officer of Hilco Industrial, LLC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.

Hilco Industrial can be reached at:

     Brent Bonham
     HILCO INDUSTRIAL, LLC
     5 Revere Drive, Suite 206
     Northbrook, IL 60062
     Tel: (847) 509-1100

                     About General Products

General Products Corporation and General Products Mexico, LLC, both
based in Livonia, MI, filed a Chapter 11 petition (Bankr. E.D.Mich.
Case Nos. 16-49267 and 16-49269) on June 27, 2016. The Hon. Thomas
J. Tucker (16-49267) and Walter Shapero (16-49269) preside over the
case. Rachel L. Hillegonds, Esq. and John T. Piggins,Esq., at
Miller Johnson, as bankruptcy counsel.

In its petition, General Products Corporation estimated $50 million
to $50 million in both assets and liabilities. General Products
Mexico estimated $50,000 to $50 million in both assets
andliabilities. The petition was signed by Andrew Masullo,
presidentand chief executive officer.

The Office of the U.S. Trustee appointed five creditors of General
Products to serve on the official committee of unsecured
creditors.



GK & SONS: Hires Brett A. Elam P.A. as Attorney
-----------------------------------------------
GK & Sons Holdings, LLC seeks authorization from the U.S.
Bankruptcy Court for the Southern District of Florida to employ The
Law Offices of Brett A. Elam P.A. as attorney.

The Debtor requires Elam to:

     a. advise the Debtor of the requirements of the Bankruptcy
Code, the Federal Rules of Bankruptcy Procedure, applicable local
rules pertaining to the administration of the case and US Trustee
Guidelines related to the daily operation of the Debtor's business
and administration of the estate;

     b. represent the Debtor in all proceedings before this Court;

     c. negotiate with creditors, prepare and seek confirmation of
a plan of reorganization and related documents, and assist Debtor
with implementation of any plan; and

     d. perform all other legal services for the Debtors as may be
necessary in connection with the case.

Elam will be paid at hourly rate of $225-$375.

The Debtor paid Elam a prepetition retainer in the amount of
$12,500.

Brett A. Elam, Esq., member of The Law Offices of Brett A. Elam
P.A., assured the Court that the firm does not represent any
interest adverse to the Debtor and its estates.

Elam may be reached at:

     Brett Elam, Esq.
     The Law Offices of Brett A. Elam P.A.
     105 South Narcissus Avenue, Suite 802
     West Palm Beach, FL 33401
     Tel: 561.833.1113
     Fax: 561.833.1115
     E-mail: belam@brettelamlaw.com

               About GK & Sons Holdings, LLC

???GK & Sons Holdings, LLC filed a Chapter 11 bankruptcy petition
(Bankr. S.D.Fla. Case No. 16-21298) on August 16, 2016.  The??Hon.
Paul G. Hyman, Jr., presides over the case.  In its petition, the
Debtor estimated $500,000 to $1 million in assets and $1 million to
$10 million in liabilities. The petition was signed by Glenroy
Hessing, managing member.  

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 GK & Sons Holdings, LLC.




GLACIAL MATERIALS: Employs Paramax Corp. as Investment Banker
-------------------------------------------------------------
Glacial Materials, LLC, seeks authority from the U.S. Bankruptcy
Court for the Western District of New York to employ Paramax
Corporation as its investment banker to provide Glacial Materials,
LLC sell-side transaction advisory services.

Paramax is to be employed to provide broker services through
September 2017.  Paramax will provide financial advisory services
in connection with (i) the possible sale of all or part of the
Company, but in any case involving a change of control, and (ii)
the re-financing and re-capitalization of all or part of the
Company, including assisting to arrange senior debt, subordinated
debt, and equity.

Paramax will only be entitled to compensation in accordance with
Section 330 and 331 of the Bankruptcy Code and the terms of said
compensation is set forth in detail in the Engagement Letter.  In
brief, Paramax will be compensated per standard hourly rates and,
in addition thereto, a so called, "Success Fee" and disbursements
as outlined in the Engagement Letter:

   a. current standard hourly rates for certain Paramax team
      members:

        i. Russell J. D' Alba      $300
       ii. Timothy C. Minneci      $300
      iii. W. Stephen Hadala       $230
       iv. Andrea T. Feine         $150
        v. Administrative Support   $60

   b. the Success Fee will be charged at a rate of:

        i. $200,000 plus 2% of the Selling Price up to and
           including $10 million; plus 5.0% of the Selling Price
           in excess of $10 million.

       ii. The Selling Price is hereby defined as the total
           consideration received for the entire transaction as
           defined in the Engagement Letter

      iii. The Success Fee(s) will be paid in cash, in full at
           the closing of the sale.

   c. Disbursements: Paramax "out-of-pocket" expenses.

W. Stephen Hadala, III -- wsh@paramaxcorp.com -- Senior Vice
President of Paramax, assures the Court that Paramax has no
connection with the Debtor, with any creditor or with any other
party-in-interest and is a disinterested person, within the meaning
of Section 101(14) of the Bankruptcy Code.

Paramax requires a retainer of $20,000 of which $10,000 is to be
included with the Engagement Letter.  The remaining $10,000 must be
received within 30 days of the signing date of the Engagement
Letter.

                     About Glacial Materials

Glacial Materials, LLC, based in Buffalo, N.Y., sought chapter 11
protection (Bankr. W.D.N.Y. Case No. 16-10907) on May 5, 2016, and
is represented by Robert B. Gleichenhaus, Esq., at Gleichenhaus,
Marchese & Weishaar, P.C., in Buffalo, N.Y.  The Debtor estimated
its assets and debt of less than $10 million at the time of the
filing.



GOLDEN NUGGET: S&P Raises Rating on $295MM Sr. Notes to 'B-'
------------------------------------------------------------
S&P Global Ratings raised its issue-level rating on Houston-based
gaming operator Golden Nugget Inc.'s $295 million senior unsecured
notes to 'B-' from 'CCC+'.  At the same time, S&P revised its
recovery rating on the notes to '5' from '6'.  The '5' recovery
rating indicates S&P's expectation for modest recovery (10%-30%;
upper half of range) of principal for lenders in the event of a
payment default.

The upgrade reflects a lower assumed level of secured debt
outstanding at default under S&P's updated simulated default
scenario, which now contemplates a default in the second half of
2019 versus the first half of 2018 in S&P's previous analysis.  The
lower secured debt level reflects an additional six quarters of
amortization under the term loan B and delayed draw term loan, and
it results in additional enterprise value at default available to
unsecured lenders.  The revised default year contemplates a default
due to Golden Nugget's inability to refinance the term loan B and
delayed draw term loan when they come due in November 2019 because
of deteriorating company performance resulting from an economic
downturn and increased competitive pressures in the Lake Charles,
La. market.

S&P's 'BB-' issue-level and '1' recovery ratings on Golden Nugget's
$75 million revolver due 2018, $350 million term loan B due 2019,
and $150 million delayed draw term loan due 2019 remain unchanged.
The '1' recovery rating indicates S&P's expectation for very high
recovery (90%-100%) of principal for lenders in the event of a
payment default.

Golden Nugget is seeking an amendment to its existing credit
facility to reduce pricing.  The proposed reduction in pricing
doesn't affect the issue-level or recovery ratings.

                         RECOVERY ANALYSIS

Key analytical factors:

   -- S&P's simulated default scenario contemplates a default in
      the second half of 2019 due to the company's inability to
      refinance the term loan B and delayed draw due to
      deteriorating company performance resulting from economic
      downturn and increased competitive pressures in the Lake
      Charles, La. market.

Simulated default assumptions:

   -- Year of default: 2019
   -- EBITDA at emergence: $96 million
   -- EBITDA multiple: 6.25x
   -- The $75 million revolver is 85% drawn at default

Simplified waterfall:

   -- Net enterprise value (after 5% administrative costs):
      $570.6 million
      ---------------------------------------------------
   -- Secured debt: $486.4 million
      -- Recovery expectation: 90%-100%
   -- Unsecured debt: $307.5 million
       -- Recovery expectation: 10%-30% (upper half of range)

Note: All debt amounts include six months of prepetition interest.


RATINGS LIST

Golden Nugget Inc.
Corporate Credit Rating         B/Stable/--

Upgraded; Recovery Rating Revised
                          To      From
Golden Nugget Inc.
Senior Unsecured
  $295 million notes      B-      CCC+
   Recovery Rating        5H      6


GRAND VOLUTE: Hires CK Accounting as Accountant
-----------------------------------------------
Grand Volute Ballrooms, LLC, seeks authority from the U.S.
Bankruptcy Court for the Western District of Michigan to employ CK
Accounting & Consulting, Inc. as accountant to the Debtor.

Grand Volute requires CK Accounting to:

   a. provide accounting advice regarding the Debtor's business,
      its operations, and managing the Debtor's property;

   b. prepare profit and loss statements, balance sheets, tax
      returns, and any required reports on behalf of the Debtor;
      and

   c. perform all other accounting services necessary for the
      Debtor.

Carl Kruyswyk, member of CK Accounting & Consulting, 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 Debtor and its estates.

CK Accounting can be reached at:

     Carl Kruyswyk
     CK ACCOUNTING & CONSULTING, INC.
     9147 Lakefield
     Alto, MI 49302-9025
     Tel: (616) 481-0397

                      About Grand Volute

Grand Volute Ballrooms, LLC, based in Lowell, MI, filed a Chapter
11 petition (Bankr. W.D. Mich. Case No. 16-04314) on August 19,
2016. The Hon. James W. Boyd presides over the case. James R.
Oppenhuizen, Esq., at Oppenhuizen Law Firm, PLC, to act as
bankruptcy counsel.

In its petition, the Debtor estimated $2.27 million to $3.45
million in both assets and liabilities. The petition was signed by
Kent O. McKay, sole member.

No official committee of unsecured creditors has been appointed in
the case.



GRAND VOLUTE: Hires Oppenhuizen as Counsel
------------------------------------------
Grand Volute Ballrooms, LLC seeks authorization from the U.S.
Bankruptcy Court for the Western District of Michigan to employ
Oppenhuizen Law Firm, PLC as counsel to Debtor.

The Debtor requires Oppenhuizen to:

    a. provide information to the Debtor with regard to its duties
and responsibilities as required by the United States Bankruptcy
Code of debtor-in-possession;

    b. assist in the preparation of schedules and statement of
affairs;

    c. assist in the preparation of financial statements, balance
sheets, and business plans;

    d. pursue any and all claims of the Debtor against third
parties, including, but not limited to, preferences, fraudulent
conveyances and accounts receivable;

    e. represent the Debtor with regard to any actions brought
against it by third parties in the bankruptcy proceeding;

    f. assist in the negotiations with secured, unsecured, and
priority creditors and preparing a Plan of Reorganization with a
likelihood of confirmation; and

    g. obtain confirmation of a Plan of Reorganization.

Oppenhuizen will be paid at these hourly rates:

      Partners                         $275
      Associates/Attorney              $200
      Paralegal/Legal Assistant        $100

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

James R. Oppenhuizen, sole member of the law firm of Oppenhuizen
Law Firm, PLC, 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 Debtor and
its estates.

Oppenhuizen may be reached at:

      James R. Oppenhuizen
      Oppenhuizen Law Firm, PLC
      125 Ottawa Ave. NW, Suite 366
      Grand Rapids, MI 49503
      Phone: 616-730-1861
      Fax: 616-930-4201
      E-mail: joppenhuizen@oppenhuizenlaw.com

            About Grand Volute Ballrooms, LLC

???Grand Volute Ballrooms, LLC filed a Chapter 11 bankruptcy
petition (Bankr. W.D.MI. Case No. 16-04314) on August 19, 2016.??
The Hon. James W. Boyd presides over the case. Oppenhuizen Law
Firm, PLC represents the Debtor as counsel.

In its petition, the Debtor estimated $2.27 million in assets and
$3.45 million in liabilities. The petition was signed by Kent O.
McKay, sole member.



GRAY TELEVISION: S&P Rates Proposed $525MM Sr. Unsec. Notes 'B+'
----------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '4'
recovery rating to Gray Television Inc.'s proposed $525 million
senior unsecured notes due 2024.  The '4' recovery rating indicates
S&P's expectation for average recovery (30%-50%; lower half of the
range) of principal in the event of a payment default. S&P's
ratings on Gray Television's 5.875% senior unsecured notes due 2026
remain unchanged as a result of the company's plan to issue a $200
million add-on.

The company expects to use the net proceeds to repay the
$675 million 7.5% notes due 2020.  As a result, S&P expects that
leverage, based on average-eight-quarter EBITDA, will remain
unchanged in the mid-5x area.  However, S&P expects adjusted
trailing-eight-quarter leverage to decline to the 5x area by the
end of 2016 due to strong cash flow generation from the upcoming
elections--in line with S&P's highly leveraged financial risk
profile assessment.

RATINGS LIST

Gray Television Inc.
Corporate Credit Rating       B+/Stable/--

New Ratings

Gray Television Inc.
Senior Unsecured
  $525 million notes due 2024        B+
   Recovery Rating                   4L

Ratings Unchanged

Gray Television Inc.
Senior Unsecured
  $625 mil sr nts due 2026           B+
   Recovery Rating                   4L


GUIDED THERAPEUTICS: Has Royalty Agreement for Disposable Devices
-----------------------------------------------------------------
Guided Therapeutics, Inc., entered into a royalty agreement with
John E. Imhoff and Dolores M. Maloof pursuant to which the Company
sold to Imhoff and Maloof a royalty of future sales of the
Company's single-use cervical guides for its LuViva Advanced
Cervical Scan non-invasive cervical cancer detection device.

Under the terms of the royalty agreement, and for consideration of
$50,000 received by the Company from Imhoff and Maloof, the Company
will pay to Imhoff and Maloof an aggregate perpetual royalty equal
to $0.010 for each Disposable that the Company invoices and
receives payment, or is sold by a third party pursuant to a
licensing arrangement with the Company, from the date of this
Agreement, net of any returns of Disposables.  The Company will pay
the royalty on a quarterly basis, no later than 45 days following
the end of each fiscal quarter during the Royalty Term, based on
Disposable Sales, net of returns of Disposables, for that quarter.


At any time prior to Oct. 2, 2016, the Company may, in its sole
discretion, upon cash payment to Imhoff and Maloof of $50,000,
permanently reduce the royalty rate per Disposable Sale $0.033.  If
payment is not made by Oct. 2, 2016, the royalty rate per
Disposable Sale will permanently increase to $0.20.

John E. Imhoff is a member of the Board of Directors of the
Company.

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

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

As of June 30, 2016, Guided Therapeutics had $2.31 million in total
assets, $9.44 million in total liabilities, and a total
stockholders' deficit of $7.13 million.


HALCON RESOURCES: Completes Restructuring and Exits Bankruptcy
--------------------------------------------------------------
Halcon Resources Corporation announced it has completed its
financial restructuring and has emerged from its prepackaged
chapter 11 bankruptcy cases.  All of the conditions under its Plan
of Reorganization, which was confirmed by the US Bankruptcy Court
for the District of Delaware on Sept. 8, 2016, have been satisfied
or otherwise waived in accordance with the terms of the
Restructuring Plan.

Approximately $1.8 billion of the Company's long-term debt has been
eliminated under the Restructuring Plan along with more than $200
million of annual interest expense going forward.

As previously disclosed, pre-petition holders of Halcon common
stock are receiving 4.0% of the common stock of the reorganized
Company and the remaining 96.0% of common stock is being allocated
to pre-petition debt holders in the Company, subject to dilution by
new common shares issued or reserved for issuance in connection
with the management incentive program and warrants issued to
certain debtholders pursuant to the Restructuring Plan.  The
Company has determined that it will have 90 million new common
shares outstanding before an allocation of shares for the MIP and
the New Warrants.  This results in pre-petition Halcon equity
holders receiving 3.6 million new common shares in the Company, or
the effective equivalent of a 1 for 34 reverse stock split
considering Halc??n had 122.2 million common shares outstanding on
Sept. 8, 2016.  The new common shares are scheduled to begin
trading on the New York Stock Exchange at the open of trading hours
on Sept. 12, 2016.

As part of the emergence, Halcon's $600 million
debtor-in-possession credit facility was converted into a $600
million reserve-based senior revolving credit facility.  The first
borrowing base redetermination is scheduled for May of 2017.

In accordance with the Restructuring Plan, the terms of the
Company's previous Board of Directors expired and a new Board of
Directors was appointed.  The new Board of Directors consists of
nine members including: Floyd Wilson, Jim Christmas, Tom Fuller,
Nate Walton, Darryl Schall, Eric Takaha, Michael Clark, Ronald
Scott and William Campbell.

The Company has also posted a new investor presentation to the
investor relations section of its website.

PJT Partners served as Halcon's financial advisor and Weil, Gotshal
& Manges, LLP acted as legal advisor to the Company in relation to
the Restructuring Plan and the Chapter 11 cases.

A full-text copy of the Company's press release is available for
free at https://is.gd/YssBRn

                        Exit Credit Agreement

On Sept. 9, 2016, upon consummation of the Plan, Halcon Resources
Corporation, entered into a Senior Secured Revolving Credit
Agreement with JPMorgan Chase Bank, N.A., as administrative agent,
and certain other financial institutions party thereto, as lenders.
Pursuant to the Exit Credit Agreement, the lenders party thereto
have agreed to provide the Company with a $600 million exit senior
secured reserve-based revolving credit facility.  

The maturity date of the Exit Facility is the earlier of (i)
July 28, 2021, and (ii) the 120th day prior to the Feb. 1, 2020,
stated maturity date of the Company's 2020 Second Lien Notes (as
defined in the Exit Credit Agreement), if those notes have not been
refinanced, redeemed or repaid in full on or prior to such 120th
day.

Until such maturity date, the Loans under the Exit Credit Agreement
shall bear interest at a rate per annum equal to (i) the
alternative base rate plus an applicable margin of 1.75% to 2.75%,
based on the borrowing base utilization percentage under the Exit
Facility or (ii) adjusted LIBOR plus an applicable margin of 2.75%
to 3.75%, based on the borrowing base utilization percentage under
the Exit Facility.

The Company may elect, at its option, to prepay any borrowing
outstanding under the Exit Credit Agreement without premium or
penalty (except with respect to any break funding payments which
may be payable pursuant to the terms of the Exit Credit Agreement).
The Company may be required to make mandatory prepayments of the
Loans under the Exit Facility in connection with certain borrowing
base deficiencies. Additionally, if the Company has outstanding
borrowings or letters of credit or reimbursement obligations in
respect of letters of credit and the Consolidated Cash Balance (as
defined in the Exit Credit Agreement) exceeds $100 million as of
the close of business on the most recently ended business day, the
Company may also be required to make mandatory prepayments.

Amounts outstanding under the Exit Credit Agreement are guaranteed
by certain of the Company's direct and indirect subsidiaries and
secured by a security interest in substantially all of the assets
of the Company and such direct and indirect subsidiaries.

The Exit Credit Agreement contains certain customary
representations and warranties, including organization; powers;
authority; enforceability; approvals; no conflicts; financial
condition; no material adverse effect; litigation; environmental
matters; compliance with laws; no defaults; Investment Company Act;
taxes; ERISA; disclosure; no material misstatements; properties and
titles; maintenance of properties; gas imbalances; prepayments;
marketing of production; swap agreements; use of proceeds;
solvency; money laundering; anti-corruption laws and sanctions.

The Exit Credit Agreement also contains certain affirmative and
negative covenants, including delivery of financial statements;
conduct of business; reserve reports; title information;
indebtedness; liens; dividends and distributions; investments; sale
or discount of receivables; mergers; sale of properties;
termination of swap agreements; transactions with affiliates;
negative pledges; dividend restrictions; gas imbalances;
take-or-pay or other prepayments and swap agreements.

The Exit Credit Agreement also contains certain financial
covenants, including the maintenance of (i) a Total Net
Indebtedness Leverage Ratio (as defined in the Exit Credit
Agreement) not to exceed 4.75:1.00 initially, determined as of each
four fiscal quarter period and commencing with the fiscal quarter
ending Sept. 30, 2016, stepping down to 4.50:1.00 and 4.00:1.00 on
Sept. 30, 2017, and March 31, 2019, respectively, and (ii) a
Current Ratio (as defined in the Exit Credit Agreement) not to be
less than 1.00:1.00, commencing with the fiscal quarter ending Dec.
31, 2016.

The Exit Credit Agreement also contains certain events of default,
including non-payment; breaches of representations and warranties;
non-compliance with covenants or other agreements; cross-default to
material indebtedness; judgments; change of control; and voluntary
and involuntary bankruptcy.

                   Registration Rights Agreement

On the Effective Date, the Company entered into a registration
rights agreement, pursuant to which the Company agreed to file with
the Securities and Exchange Commission within 30 days following the
earlier to occur of (i) the Company filing with the SEC its Annual
Report on Form 10-K for the fiscal year ended
Dec. 31, 2016, and (ii) the Company meeting the eligibility
requirements to file a registration statement on Form S-3, and
thereafter to use its commercially reasonable efforts to cause to
be declared effective as promptly as practicable, a shelf
registration statement for the offer and resale of the common stock
of the Company held by certain holders of more than 10% of the
Company's common stock.  The Registration Rights Agreement contains
other customary terms and conditions, including, without
limitation, provisions with respect to blackout periods and
indemnification.
  
                         Warrant Agreement



On the Effective Date, the Company entered into a warrant agreement
with U.S. Bank National Association, as warrant agent, pursuant to
which the Company issued warrants to purchase up to 4,736,842
shares of the Company's common stock (representing 5% of the
outstanding common stock), exercisable for a four (4) year period
commencing on the Effective Date at an exercise price of $14.04 per
share.

                   Management Incentive Plan
  
The board of directors of the Company has adopted the 2016 Plan.

In connection with the effectiveness of and pursuant to the terms
of the Plan, on the Effective Date, the obligations of the Company
and certain of its subsidiaries under the following agreements have
been satisfied and discharged:

  * Indenture, dated as of Sept. 10, 2015, by and among the
    Company, as issuer, each of the guarantors named therein, and
    Wilmington Savings Funds Society, FSB (as successor to U.S.
    Bank), as trustee, as amended, modified, or otherwise
    supplemented from time to time.

  * Indenture, dated as of November 6, 2012, by and among the
    Company, as issuer, each of the guarantors named therein, and
    Delaware Trust Company (as successor to U.S. Bank), as
    trustee, as amended, modified, or otherwise supplemented from
    time to time.

  * Indenture dated as of August 13, 2013, by and among the
    Company, as issuer, each of the guarantors named therein, and
    Delaware Trust Company (as successor to U.S. Bank), as
    trustee, as amended, modified, or otherwise supplemented from
    time to time.

  * Indenture dated as of July 16, 2012, by and among the Company,

    as issuer, each of the guarantors named therein, Delaware
    Trust Company (as successor to U.S. Bank), as trustee, as
    amended, modified, or otherwise supplemented from time to
    time.

  * Amended and Restated Convertible Promissory Note dated March
    9, 2015, between the Company and HALRES LLC.

As required by the terms of the Plan and that certain Senior
Secured Debtor-in-Possession Revolving Credit Agreement, dated as
of Aug. 1, 2016, by and among the Company, JPMorgan Chase Bank,
N.A., as administrative agent, and the lenders party thereto, on
the Effective Date, all obligations outstanding under the DIP
Credit Agreement were refunded, refinanced and repaid in full by a
conversion or roll-over thereof into the Exit Facility under the
Exit Credit Agreement with the loans and letters of credit
outstanding under the DIP Credit Agreement deemed made under the
Exit Credit Agreement.

                     Summary of the Plan

Pursuant to the Plan, on the Effective Date, the following
occurred:

  * the Debtors' financing facility under the DIP Credit Agreement
    was converted to the Exit Facility;

  * the Debtors' Second Lien Notes (as defined in the Plan)
   (consisting of $700.0 million in aggregate principal amount
    outstanding of 8.625% senior secured notes due 2020 and $112.8
    million in aggregate principal amount outstanding of 12%
    senior secured notes due 2022) were unimpaired and reinstated;

  * in full and final satisfaction of their claims, the Third Lien

    Noteholders (as defined in the Plan) received their pro rata
    share of 76.5% of the common stock of the Company, together
    with a cash payment of $33.8 million;

  * in full and final satisfaction of their claims, the Unsecured
    Noteholders (as defined in the Plan) received their pro rata
    share of 15.5% of the common stock of the Company, together
    with a cash payment of $37.6 million and Warrants to purchase
    4% of the common stock of the Company;

  * in full and final satisfaction of their claims, the
    Convertible Noteholder (as defined in the Plan) received 4% of

    the common stock of the Company, together with a cash payment
    of $15.0 million and Warrants to purchase 1% of the common
    stock of the Company;

  * the Debtors' general unsecured claims were unimpaired and paid
    in full in the ordinary course;

  * in full and final satisfaction of their interests, the
    Preferred Holders (as defined in the Plan) received their pro
    rata share of $11.1 million in cash; and

  * in full and final satisfaction of their interests, the
    existing common stockholders received their pro rata share of
    4% of the common stock of the Company.

Upon the effectiveness of the Plan, (i) Ares Management LLC,
together with any funds or managed accounts affiliated with, or
managed by, Ares Management LLC or an affiliate, owns approximately
20% of the common stock of the Company, and (ii) Franklin Advisers,
Inc., as investment manager on behalf of certain funds and
accounts, owns approximately 38% of the common stock of the
Company. Pursuant to the Plan, Ares and Franklin each designated
three of the new members of the board of directors of the Company.

                        Board of Directors

Pursuant to the Plan, the existing board of directors appointed a
new board of directors of the Company to take office as of the
Effective Date, consisting of: Floyd C. Wilson, William J.
Campbell, James W. Christmas, Michael L. Clark, Thomas R. Fuller,
Darryl Schall, Ronald D. Scott, Eric G. Takaha, and Nathan W.
Walton.  Upon the effectiveness of the Plan, on the Effective Date,
the following members of the Company's existing board of directors
were deemed to have resigned as directors of the Company: Tucker S.
Bridwell, John W. Brown, Kevin E. Godwin, Paul P. Huffard IV, David
B. Miller, Daniel A. Rioux, Michael A. Vlasic, and Mark A. Welsh
IV.

In connection with the effectiveness of the Plan, the new board of
directors reconstituted the existing committees of the board of
directors, to be effective as of the Effective Date.  The Audit
Committee consists of James W. Christmas, Chair, Michael L. Clark
and Eric G. Takaha.  The Compensation Committee consists of William
J. Campbell, Chair, James W. Christmas and Michael L. Clark. The
Nominating and Corporate Governance Committee consists of Michael
L. Clark, Chair, William J. Campbell, Thomas R. Fuller and Darryl
Schall.  The Reserves Committee consists of Thomas R. Fuller,
Chair, Ronald D. Scott and Nathan W. Walton.

                    Management Incentive Plan

The existing board of directors adopted the Halcon Resources
Corporation 2016 Long-Term Incentive Plan, effective as of the
Effective Date.  An aggregate of 10,000,000 shares of the Company's
common stock, par value $0.0001 per share, are available for grant
pursuant to awards under the 2016 Plan in the form of nonqualified
stock options, incentive stock options, restricted stock awards,
restricted stock units, stock appreciation rights, performance
units, performance bonuses, stock awards and other incentive
awards.

Awards may be granted to eligible board members, and to employees
and consultants of the Company and its affiliates.  Up to
10,000,000 shares of the Company's common stock may be made subject
to incentive stock options.  The aggregate number of shares of the
Company???s common stock that may be made subject to the grant of
options and/or stock appreciation rights to any eligible employee
in any calendar year may not exceed 5,000,000; the aggregate number
of shares of the Company's common stock that may be made subject to
the grant of restricted stock, restricted stock units, performance
units, performance bonuses, stock awards and other incentive awards
to any eligible employee in any calendar year may not exceed
10,000,000 to the extent intended to constitute "performance-based
compensation" for purposes of Section 162(m) of the U.S. Internal
Revenue Code of 1986, as amended; and the maximum amount that may
be made to subject to the grant of a performance bonus award to any
eligible employee in any calendar year may not exceed $5,000,000.

Any shares of common stock related to awards which terminate by
expiration, forfeiture, cancellation or otherwise without the
issuance of shares of common stock, or are exchanged for awards not
involving the issuance of shares, shall be available again for
grant under the 2016 Plan and shall not be counted against the
shares authorized under the plan.  Any shares issued as restricted
stock awards that subsequently are forfeited without vesting shall
again be available for grant under the 2016 Plan and shall not be
counted against the shares authorized under the plan.  Any awards
that, pursuant to the terms of the applicable award agreement, are
to be settled in cash, whether or not denominated in or determined
with reference to shares of common stock, will not be counted
against the shares authorized under the plan.

The maximum term of any award under the 2016 Plan shall be ten
years.  All awards are subject to the terms of the 2016 Plan and
individual award agreements entered into with participants
thereunder.

                   Appointment of Certain Officers

The board of directors of the Company approved, effective as of the
Effective Date, the appointment of Floyd C. Wilson to the office of
president.  In addition to serving as the Company's President, Mr.
Wilson will also continue to serve as its Chairman and Chief
Executive Officer.  Mr. Wilson is assuming responsibility as the
Company's president from Stephen W. Herod, who was appointed to the
office of Executive Vice President, Corporate Development, also
effective as of the Effective Date.  The board of directors of the
Company also appointed Jon C. Wright as executive vice president,
Operations, effective as of the Effective Time.

                     About Halcon Resources

Halcon Resources Corporation is an independent energy company
engaged in the acquisition, production, exploration and development
of onshore oil and natural gas properties in the United States.

Halcon Resources and 21 of its subsidiaries each filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Case Nos. 16-11724 through 16-11745) on July 27, 2016.  The
petitions were signed by Stephen W. Herod as president.  The
Debtors listed assets of $2.84 billion and debts of $3.14 billion
as of March 31, 2016.

The Debtors have hired Young Conaway Stargatt & Taylor, LLP and
Weil, Gotshal & Manges LLP as co-counsel; PJT Partners LP as
investment banker; Alvarez & Marsal North America, LLC as
restructuring advisor; and Epiq Bankruptcy Solutions, LLC as
claims, noticing and solicitation agent.


HALCON RESOURCES: Completes Restructuring, Exits Chapter 11
-----------------------------------------------------------
Halcon Resources Corporation , on Sept. 9, 2016, disclosed that it
has completed its financial restructuring (the "Restructuring
Plan") and has emerged from its pre-packaged chapter 11 bankruptcy
cases.  All of the conditions under its Plan of Reorganization,
which was confirmed by the US Bankruptcy Court for the District of
Delaware on September 8, 2016, have been satisfied or otherwise
waived in accordance with the terms of the Restructuring Plan.

Approximately $1.8 billion of the Company's debt has been
eliminated under the Restructuring Plan along with more than $200
million of annual interest expense going forward.  

As previously disclosed, prepetition holders of Halcon common stock
are receiving 4.0% of the common stock of the reorganized Company
and the remaining 96.0% of common stock is being allocated to
prepetition debt holders in the Company, subject to dilution by new
common shares issued or reserved for issuance in connection with
the management incentive program (the "MIP") and warrants issued to
certain debtholders pursuant to the Restructuring Plan (the "New
Warrants").  The Company has determined that it will have 90
million new common shares outstanding before an allocation of
shares for the MIP and the New Warrants.  This results in
prepetition Halcon equity holders receiving 3.6 million new common
shares in the Company, or the effective equivalent of a 1 for 34
reverse stock split considering Halcon had 122.2 million common
shares outstanding on September 8, 2016.  The new common shares are
scheduled to begin trading on the New York Stock Exchange at the
open of trading hours on September 12, 2016.  

Tables summarizing Halcon's pro forma capital structure and new
ownership structure as of June 30, 2016, is available at:

                       https://is.gd/hpE3rG

                       About Halcon Resources

Halcon Resources Corporation is an independent energy company
engaged in the acquisition, production, exploration and development
of onshore oil and natural gas properties in the United States.

Halcon Resources and 21 of its subsidiaries each filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Case Nos. 16-11724 through 16-11745) on July 27, 2016.  The
petitions were signed by Stephen W. Herod as president.  The
Debtors listed assets of $2.84 billion and debts of $3.14 billion
as of March 31, 2016.

The Debtors have hired Young Conaway Stargatt & Taylor, LLP and
Weil, Gotshal & Manges LLP as co-counsel; PJT Partners LP as
investment banker; Alvarez & Marsal North America, LLC as
restructuring advisor; and Epiq Bankruptcy Solutions, LLC as
claims, noticing and solicitation agent.


HALCON RESOURCES: Court Confirms Pre-Packaged Reorganization Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered an
order on Sept. 8, 2016, confirming the pre-packaged plan of
reorganization of Halcon Resources Corporation, as disclosed in a
regulatory filing with the Securities and Exchange Commission.
Halcon expects to complete its emergence from bankruptcy
immediately after all remaining conditions to effectiveness of the
Plan have been satisfied.

                    About Halcon Resources

Halcon Resources Corporation is an independent energy company
engaged in the acquisition, production, exploration and
development of onshore oil and natural gas properties in the United
States.

Halcon Resources and 21 of its subsidiaries each filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Case Nos. 16-11724 through 16-11745) on July 27, 2016.  The
petitions were signed by Stephen W. Herod as president.  The
Debtors listed assets of $2.84 billion and debts of $3.14 billion
as of March 31, 2016.

The Debtors have hired Young Conaway Stargatt & Taylor, LLP and
Weil, Gotshal & Manges LLP as co-counsel; PJT Partners LP as
investment banker; Alvarez & Marsal North America, LLC as
restructuring advisor; and Epiq Bankruptcy Solutions, LLC as
claims, noticing and solicitation agent.


HALCON RESOURCES: Hires KPMG LLP to Provide Valuation Services
--------------------------------------------------------------
Halcon Resources Corporation and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ KPMG LLP to provide bankruptcy accounting, fresh
start reporting and valuation services to the debtors, nunc pro
tunc to August 12, 2016.

The Debtors require KPMG LLP to:

   (a) assist with project management, including the preparation
       and execution of project work plans, status reporting,
       issue tracking, and communication plans;

   (b) assist with the preparation of whitepapers that document
       the Debtors' conclusions on accounting issues, key
       assumptions, methodologies and outcomes;

   (c) assist with the assembly and documentation of support to
       facilitate the financial statement audit effort;

   (d) participate in discussions with auditors and other advisors

       to discuss accounting and reporting conclusions;

   (e) assist with the push down of valuations results and plan
       effects into the Debtors' sub-ledgers, books and records;

   (f) value certain assets and certain liabilities in connection
       with the Debtors' compliance with the financial reporting
       requirements under fresh start accounting; and

   (g) investigate the recognition and valuation of any unrecorded

       assets or liabilities or newly issued equity or hybrid
       securities.  

KPMG LLP will be paid at these hourly rates:

       Partners/Managing Directors   $625
       Directors/Senior Managers     $580  
       Managers                      $470
       Senior Associates             $410
       Associates                    $240

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

Michael J. Harling, a partner at KPMG 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.

KPMG LLP can be reached at:

       Michael J. Harling
       KPMG LLP
       811 Main Street, Suite 4500
       Houston, TX 77002
       Tel: (713) 319-2000
       Fax: (713) 319-2807

                      About Halcon Resources

Halcon Resources Corporation is an independent energy company
engaged in the acquisition, production, exploration and
development of onshore oil and natural gas properties in the United
States.

Halcon Resources and 21 of its subsidiaries each filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Case Nos. 16-11724 through 16-11745) on July 27, 2016.  The
petitions were signed by Stephen W. Herod as president.  The
Debtors listed assets of $2.84 billion and debts of $3.14 billion
as of March 31, 2016.

The Debtors have hired Young Conaway Stargatt & Taylor, LLP and
Weil, Gotshal & Manges LLP as co-counsel; PJT Partners LP as
investment banker; Alvarez & Marsal North America, LLC as
restructuring advisor; and Epiq Bankruptcy Solutions, LLC as
claims, noticing and solicitation agent.



HALCON RESOURCES: May Issue 10 Million Shares Under Incentive Plan
------------------------------------------------------------------
Halcon Resources Corporation filed with the Securities and Exchange
Commission a Form S-8 registration statement to register 10,000,000
shares of common stock issuable under the Company's 2016 Long-Term
Incentive Plan.  The proposed maximum aggregate offering price is
$3,100,000.  A full-text copy of the regulatory filing is available
for free at https://is.gd/72qkxq

                     About Halcon Resources

Halcon Resources Corporation is an independent energy company
engaged in the acquisition, production, exploration and development
of onshore oil and natural gas properties in the United States.

Halcon Resources and 21 of its subsidiaries each filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Case Nos. 16-11724 through 16-11745) on July 27, 2016.  The
petitions were signed by Stephen W. Herod as president.  The
Debtors listed assets of $2.84 billion and debt of $3.14 billion
as of March 31, 2016.

The Debtors have hired Young Conaway Stargatt & Taylor, LLP and
Weil, Gotshal & Manges LLP as co-counsel; PJT Partners LP as
investment banker; Alvarez & Marsal North America, LLC as
restructuring advisor; and Epiq Bankruptcy Solutions, LLC as
claims, noticing and solicitation agent.

Halcon Resources completed its financial restructuring and emerged
from its pre-packaged Chapter 11 bankruptcy cases on Sept. 9, 2016.
All of the conditions under its Plan of Reorganization, which was
confirmed by the US Bankruptcy Court for the District of Delaware
on Sept. 8, 2016, have been satisfied or otherwise waived in
accordance with the terms of the Restructuring Plan.


HANJIN SHIPPING: Samsung Seeks Court Order to Remove Goods
----------------------------------------------------------
The American Bankruptcy Institute, citing Reuters, reported that
Samsung Electronics Co Ltd. has asked a US judge to allow the South
Korean company to pay cargo handlers to remove its goods from
Hanjin Shipping Co Ltd's vessels stationed near US ports after the
world's seventh-largest container carrier filed for bankruptcy.

According to the report, Hanjin's collapse came during the peak
shipping period ahead of the year-end holiday season, stranding
cargo for the likes of HP Inc and Samsung.

Around $14 billion of cargo has been tied up globally as ports, tug
boat operators and cargo handling firms refuse to work for Hanjin
because they fear they will not be paid due to uncertainty over
plans to provide new financing, the report related.  Samsung said
an order by a US bankruptcy judge did not encourage the Hanjin
ships to enter US ports as intended, which the company blamed on a
misunderstanding of maritime law, the bankruptcy code and Korean
law, the report further related.

The maker of electronic goods including Galaxy smartphones said the
judge should issue an order barring the seizure of ships and allow
it and other cargo owners to retrieve their goods by paying cargo
handlers, who have been demanding payment guarantees, the report
said.  "There's no earthly reason why these parties should not be
permitted to cut their own deals," the report said, citing Samsung
as saying in a court filing with the US Bankruptcy Court in Newark,
New Jersey.

                      About Hanjin Shipping

Hanjin Shipping Co., Ltd., is mainly engaged in the transportation

business through containerships, transportation business through
bulk carriers and terminal operation business.  The Debtor is a
stock-listed corporation with a total of 245,269,947 issued shares
(common shares, KRW 5000 per share) and paid-in capital totaling
KRW 1,226,349,735,000.  Of these shares 33.23% is owned by Korean
Air Lines Co., Ltd., 3.08% by Debtor and 0.34% by employee
shareholders' association.

The Company operates approximately 60 regular lines worldwide,
with
140 container or bulk vessels transporting over 100 million tons
of
cargo per year.  It also operates 13 terminals specialized for
containers, two distribution centers and six Off Dock Container
Yards in major ports and inland areas around the world.  The
Company is a member of "CKYHE," a global shipping conference and
also a partner of "The Alliance," another global shipping
conference to be launched in April 2017.

Hanjin Shipping listed total current liabilities of KRW 6,028,543
million and total current assets of KRW 6,624,326 million as of
June 30, 2016.

As a result of the severe lack of liquidity, Hanjin applied to the
Seoul Central District Court 6th Bench of Bankruptcy Division for
the commencement of rehabilitation under the Debtor Rehabilitation
and Bankruptcy Act on Aug. 31, 2016.  On the same day, it
requested
and was granted a general injunction and the preservation of
disposition of the Company's assets.  The Korean Court's decision
to commence the rehabilitation was made on Sept. 1, 2016.  Tai-Soo
Suk was appointed as the Debtor's custodian.

The Chapter 15 case is pending in the U.S. Bankruptcy Court for the
District of New Jersey (Bankr. D.N.J. Case No. 16-27041) before
Judge John K. Sherwood.

Cole Schotz P.C. serves as counsel to Tai-Soo Suk, the Chapter 15
petitioner and the duly appointed foreign representative of Hanjin
Shipping.


HANJIN SHIPPING: To Pay Handlers to Unload U.S.-Bound Ships
-----------------------------------------------------------
Tom Corrigan and Costas Paris, writing for The Wall Street Journal
Pro Bankruptcy, reported that Hanjin Shipping Co. has both the
funding and the legal permission necessary to unload four ships
bound for U.S. ports., one of its lawyers said in federal court.

"We're making a lot of progress," the lawyer, Ilana Volkov, told
Judge John Sherwood at a hearing in U.S. Bankruptcy Court in
Newark, N.J., the report related.  "We have the money to fully
service those four ships."

Ms. Volkov said a South Korean court authorized Hanjin to use $10
million in a U.S. bank account to pay workers to unload four
container-laden ships bound for the U.S., the report further
related.

Hanjin also has asked the court for another $3.5 million to have
goods that have already been unloaded and are sitting at U.S. ports
delivered to their owners, according to the report.  Ms. Volkov
said the financing could be approved and the supply chain for those
containers could be jump-started as soon as Sept. 14, the report
said.

Court papers show a total of 13 ships either owned or leased by
Hanjin whose next port of call is in the U.S., the report noted.

For containers that have been unloaded at U.S. ports, Ms. Volkov
said the company had been working successfully with cargo owners to
get their goods to their final destinations, the report added.

Hanjin's parent company, Hanjin Group, has agreed to put up 100
billion won ($90 million) to help resolve the cargo crisis, but
that hasn't been enough to fully assuage concerns from suppliers
and cargo handlers, the report said.

Hanjin Group Chairman Cho Yang-ho has said publicly that he would
provide 40 billion won from his own assets and that the remainder
would come from the group of companies that comprise Hanjin's
parent, which includes, the country's biggest airline, Korean Air,
the report added.

                      About Hanjin Shipping

Hanjin Shipping Co., Ltd. is mainly engaged in the transportation
business through containerships, transportation business through
bulk carriers and terminal operation business.  The Debtor is a
stock-listed corporation with a total of 245,269,947 issued shares
(common shares, KRW 5000 per share) and paid-in capital totaling
KRW 1,226,349,735,000.  Of these shares 33.23% is owned by Korean
Air Lines Co., Ltd., 3.08% by Debtor and 0.34% by employee
shareholders' association.

The Company operates approximately 60 regular lines worldwide, with
140 container or bulk vessels transporting over 100 million tons of
cargo per year.  It also operates 13 terminals specialized for
containers, two distribution centers and six Off Dock Container
Yards in major ports and inland areas around the world.  The
Company is a member of "CKYHE," a global shipping conference and
also a partner of "The Alliance," another global shipping
conference to be launched in April 2017.

Hanjin Shipping listed total current liabilities of KRW 6,028,543
million and total current assets of KRW 6,624,326 million as of
June 30, 2016.

As a result of the severe lack of liquidity, Hanjin applied to the
Seoul Central District Court 6th Bench of Bankruptcy Division for
the commencement of rehabilitation under the Debtor Rehabilitation
and Bankruptcy Act on Aug. 31, 2016.  On the same day, it
requested
and was granted a general injunction and the preservation of
disposition of the Company's assets.  The Korean Court's decision
to commence the rehabilitation was made on Sept. 1, 2016.  Tai-Soo
Suk was appointed as the Debtor's custodian.

The Chapter 15 case is pending in the U.S. Bankruptcy Court for the
District of New Jersey (Bankr. D.N.J. Case No. 16-27041) before
Judge John K. Sherwood.

Cole Schotz P.C. serves as counsel to Tai-Soo Suk, the Chapter 15
petitioner and the duly appointed foreign representative of Hanjin
Shipping.


HARRINGTON & KING: Hires Cushman & Wakefield as Real Estate Broker
------------------------------------------------------------------
The Harrington & King Perforating Co., Inc., and Harrington & King
South, Inc., seek permission from the U.S. Bankruptcy Court for the
Northern District of Illinois  to employ Cushman & Wakefield of
Illinois, Inc., as real estate broker.

H&K Illinois was founded in the late 19th Century and moved into a
building at 5655 W. Fillmore Street ("Primary Facility") on the far
west side of Chicago in the early 1920's. To meet increasing
demand, in 1972, it acquired another building across the street at
5658 W. Fillmore Street (the "Secondary Facility"). For many years,
H&K Illinois' business consisted of manufacturing both customized
metal perforated products on an order by order basis, as well as
standard products which were sold on a wholesale basis. The
Secondary Facility was used primarily for the wholesale business.

H&K Illinois began cutting back on its wholesale business and that
part of the business ceased in about 2001. Because of this and
certain other scale backs, H&K Illinois's operations became
increasingly centralized in the Primary Facility, although there is
still equipment and offices in the Secondary Facility that is
currently in use by H&K Illinois.

Prior to filing for bankruptcy, H&K Illinois considered
consolidating all of its operations into the Primary Facility and
selling the Secondary Building in order to reduce expenses. To
explore the sale of the Secondary Facility, H&K Illinois engaged
Cushman & Wakefield to act as its broker.

Cushman & Wakefield is the exclusive broker for the Secondary
Facility for a six-month period.

The Debtors require Cushman & Wakefield to:

     a. market the Secondary Facility;

     b. confer with the Debtors regarding pricing and offers, and
any other issues relating to the marketing and sale of the
Secondary Facility;

     c. negotiate the terms of the sale of the Secondary Facility
at the Debtors??? direction and on the Debtors??? behalf; and

     d. provide testimony, either live or through affidavit, in
connection with the Debtors' efforts to obtain approval from the
Bankruptcy Court to sell the Secondary Facility.

The Debtors agreed to compensate Cushman & Wakefield a 5%
commission based upon the gross sale price of the Secondary
Facility, which would be due and payable from the sale proceeds.

Larry Goldwasser, senior director of Cushman & Wakefield of
Illinois, 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.

Cushion & Wakefield may be reached at:

       Larry Goldwasser
       Cushman & Wakefield of Illinois, Inc.
       200 South Wacker Drive, Suite 2800
       Chicago, IL 60606
       Tel: +1 312.470.2323

??         About The Harrington & King??????

The Harrington & King Perforating Co., Inc. and Harrington & King
South Inc. are in the business of manufacturing perforating metal
sheets and rolled coils of varying gauges and types to produce hole
patterns of various sizes, shapes, and spacing.????Most of the work
is done to customer specifications and consists of high value-added
jobs, not typical of most metal punching.????The products are used
in automotive, acoustics, architecture, food and pharmaceutical
straining and filtering, interior design, manufacturing, safety
flooring, pollution control, transportation and mining cleaning
and???grading, electronics and other fields.

??????The Debtors sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case Nos. 16-15650 and 16-15651)
on May 7, 2016.????The petitions were signed by Greg McCallister,
chief restructuring officer and chief operating officer.??????

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

The Debtors estimated both assets and liabilities in the range of
$1 million to $10 million.????The Debtors are represented by
William J. Factor, Esq., at FactorLaw.

The Debtors have hired Ulmer & Berne LLP as special counsel and
Beacon Management Advisors LLC as financial advisor.



HATILLO POOL: Hires Acevedo as Accountant
-----------------------------------------
Hatillo Pool Center, Inc., seeks authority from the U.S. Bankruptcy
Court for the District of Puerto Rico to employ Heriberto Reguero
Acevedo as accountant to the Debtor.

Hatillo Pool requires Mr. Acevedo to:

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

   b. prepare the necessary financial statements;

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

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

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

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

Mr. Acevedo will be paid at the hourly rate of $75.

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

Heriberto Reguero Acevedo, CPA, assured the Court that the firm is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtor and its estates.

Mr. Acevedo can be reached at:

     Heriberto Reguero Acevedo, CPA
     105 Avenida Borinquen, Base Ramey
     Aguadilla, PR 00603
     Tel: (787) 890-1954
     E-mail: heribereg@aol.com

                   About Hatillo Pool

Hatillo Pool Center, Inc., filed a Chapter 11 petition (Bankr.
D.P.R. Case No. 16-06331) on Aug. 10, 2016, disclosing under $1
million in both assets and liabilities. Judge Enrique S. Lamoutte
Inclan oversees the case.

The Debtor hired Gloria M. Justiniano Irizarry, Esq., at Justiniano
Law Offices to act as attorney.

No official committee of unsecured creditors has been appointed in
the case.



HEALTH DIAGNOSTIC: LeClairRyan to Pay $20-Mil. to Settle Dispute
----------------------------------------------------------------
Katy Stech, writing for The Wall Street Journal Pro Bankruptcy,
reported that the LeClairRyan law firm has promised to pay more
than $20 million to settle a dispute over the legal advice it gave
Health Diagnostic Laboratory Inc., a Virginia blood-testing lab
accused by health regulators of illegally paying doctors for work.

According to the report, in court papers, Health Diagnostic
Laboratory asked a bankruptcy judge to approve a negotiated
settlement that calls for the LeClairRyan firm to pay $20.4
million, adding to the pool of money that will pay Health
Diagnostic Laboratory's final bills.  The Richmond lab's
operations, which tested for cardiovascular diseases such as
diabetes, were taken over last fall by a competitor, the report
noted.

Health Diagnostic Laboratory officials didn't specifically say in
court papers why they were unhappy with the legal advice that
lawyers at LeClairRyan, a national firm with more 350 attorneys,
provided from 2008 until 2015, but noted that the mediator who
helped negotiate the settlement had "substantial experience in
legal malpractice, health care regulation, fraud, and complex
commercial disputes," the report related, citing documents filed in
U.S. Bankruptcy Court in Richmond, Va.

LeClairRyan officials said that the proposed settlement wasn't an
admission of guilt, the report further related.  The firm also
agreed to waive its final unpaid bill for $344,065.05 in legal
services, the report said.

In an emailed statement to WSJ, LeClairRyan Chief Legal Officer
Bruce Matson said that his firm wasn't "responsible for the actions
that lead [sic] to the government investigation.

"Unfortunately, in bankruptcy cases of this nature, it's quite
common for professional firms providing advice from time to time to
such companies to be pulled into the bankruptcy case," WSJ cited
Mr. Matson as saying, adding that the payment will be paid by
insurers.

                     About Health Diagnostic

Health Diagnostic Laboratory, Inc., Central Medical Laboratory,
LLC, and Integrated Health Leaders, LLC, are health care businesses
based in Richmond, Virginia.  HDL is a blood testing company.

Health Diagnostic Laboratory, Inc. (Bankr. E.D. Va. Case No.
15-32919) and affiliates Central Medical Laboratory, LLC (Bankr.
E.D. Va. Case No. 15-32920) and Integrated Health Leaders, LLC
(Bankr. E.D. Va. Case No. 15-32921) filed separate Chapter 11
bankruptcy petitions on June 7, 2015.  The petitions were signed by
Martin McGahan, chief restructuring officer.  

HDL disclosed $96,130,468 in assets and $108,328,110 in liabilities
as of the Chapter 11 filing.

Justin F. Paget, Esq., Tyler P. Brown, Esq., Jason W. Harbour,
Esq., and Henry P. (Toby) Long, III, Esq. at Hunton & Williams LLP
serve as the Debtors' bankruptcy counsel.  

Alvarez & Marsal is the Debtors' financial advisor.  Robert S.
Westermann, Esq., at Hirshler Fleisher, P.C., serve as the Debtors'
conflicts counsel.  American Legal Claims Services, LLC, is the
Debtors' claims, noticing and balloting agent.  Ettin Group, LLC,
will market and sell the miscellaneous equipment and other assets.

MTS Health Partners, L.P., serves as investment banker.

To assist them with their restructuring efforts and to help
maximize the value of their estates, the Debtors filed with the
Court an application seeking entry of an order authorizing the
Debtors to retain Alvarez & Marsal Healthcare Industry Group, LLC
("A&M") to provide the Debtors with a Chief Restructuring Officer
and certain additional personnel.  Richard Arrowsmith is presently
the CRO.

On June 16, 2015, the Office of the United States Trustee for the
Eastern District of Virginia appointed the Committee, consisting of
the following seven members: (i) Oncimmune (USA) LLC; (ii) Aetna,
Inc.; (iii) Pietragallo Gordon Alfano Bosick & Raspanti, LLP; (iv)
Mercodia, Inc.; (v) Numares GROUP Corporation; (vi) Kansas
Bioscience Authority; and (vii) Diadexus, Inc.  On Sept. 23, 2015,
Oncimmune (USA) LLC resigned from the Committee and, on Nov. 3,
2015, the U.S. Trustee appointed Cleveland Heart Lab, Inc. to the
Committee.

The Creditors Committee retained Cooley LLP as its counsel and
Protiviti Inc. as its financial advisor.

                           *     *     *

On Nov. 5, 2015, the Court entered an order setting Dec. 22, 2015,
as the Bar Date for the filing of all proofs of claim.

The Debtors have sold substantially all of their operating assets
pursuant to two separate sales approved by the Court.

On Jan. 4, 2016, the Debtors filed a proposed Plan of Liquidation
and Disclosure Statement.

The Troubled Company Reporter on May 20, 2016, reported that Judge
Kevin R. Huennekens of the U.S. Bankruptcy Court for the Eastern
District of Virginia, Richmond Division, overruled the objections
to Health Diagnostic Laboratory, Inc., et al.'s Modified Second
Amended Plan of Liquidation and approved the Liquidating Plan and
approved the Plan.


HEBREW HEALTH: Creditors' Panel Hires Zeisler as Counsel
--------------------------------------------------------
The Official Committee of Unsecured Creditors of Hebrew Health
Care, Inc., et al., seeks authorization from the U.S. Bankruptcy
Court for the District of Connecticut to retain Zeisler & Zeisler,
P.C. as counsel to the Committee.

The Committee requires Zeisler to:

   a. participate in meetings of the Committee;

   b. meet with representatives of the Debtors and their
      professionals;

   c. advise the Committee regarding proceedings in the
      bankruptcy Court;

   d. prepare, file, and prosecute pleadings in the bankruptcy
      Court;

   e. participating in hearings in the bankruptcy Court;

   f. monitor the Debtors' activities;

   g. assist the Committee in maximizing the value to be realized
      for unsecured creditors from the Debtors' assets by sale;

   h. assisting the Committee in formulation and negotiation of a
      plan of reorganization and advising creditors of the
      Committee's recommendation with respect to any such plan;
      and

   i. prosecute possible causes of action as may be appropriate.

Zeisler will be paid at these hourly rates:

     James Berman, Partner              $500
     Stephen M. Kindseth, Partner       $415

Zeisler has agreed to cap its hourly rate at $400.00.

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

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

Zeisler can be reached at:

     James Berman, Esq.
     ZEISLER & ZEISLER, P.C.
     10 Middle St.
     Bridgeport, CT 06604
     Tel: (203) 368-4234

                      About Hebrew Health Care

Hebrew Health Care, Inc., Hebrew Life Choices, Inc., Hebrew
Community Services, Inc., and Hebrew Home and Hospital,
Incorporated, filed Chapter 11 petitions (Bankr. D. Conn. Case Nos.
16-21311, 16-21312, 16-21313, and 16-21314, respectively) on Aug.
15, 2016. The petitions were signed by Bonnie Gauthier, CEO. Their
cases are assigned to Judge Ann M. Nevins.

The Debtors are represented by Elizabeth J. Austin, Esq., at
Pullman and Comley, LLC.

At the time of the filing, Hebrew Health Care, Inc., estimated
assets at $1 million to $10 million and liabilities at $100,000 to
$500,000; Hebrew Life Choices, Inc. estimated assets at $10 million
to $50 million and liabilities at $10 million to $50 million;
Hebrew Community Services, Inc. estimated assets at $500,000 to $1
million and liabilities at $100,000 to $500,000; and Hebrew Home
and Hospital estimated assets at $1 million to $10 million and
liabilities at $10 million to $50 million.

On August 30, 2016, the United States Trustee for the District of
Connecticut appointed the official committee of unsecured
creditors. The Committee hired Zeisler & Zeisler, P.C., to serve as
counsel.



HEBREW HEALTH: Hires Altman as Financial Advisors
-------------------------------------------------
Hebrew Health Care, Inc., and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the District of Connecticut to
employ Altman and Company, LLC financial advisor to the Debtors.

The Debtors require Altman to:

    a. assist in the updating of the Debtors' general ledger and
its books of original entry to reflect all of its financial
transactions up today of its filing and thereafter;

    b. assist in the preparation of pre-petition accrual basis
balance sheets and statements of operations as of a date
immediately preceding the filing date for each Debtor;

    c. assist in the preparation  of accrual basis of financial
statements for the year ended December 31, 2015 and periodic
financial statements thereafter for each Debtor;

    d. oversee the preparation and filing of the appropriate
documents for all tax refunds due to the Debtors;

    e. assist in the preparation of a preference analysis and
analysis of the Debtors' transactions with its past and present
insiders;

    f. assist all Debtors in preparing all financial reports as
required by the US Trustee under the guidelines; and

    g. assist the Debtors internal accounting staff and management
as requested.

Altman professionals who will work on the Debtors' cases and their
hourly rates are:

     Gordon A. Lewis III               $375
     Brian Maloney                     $350

Altman was paid in the sum of $50,000 prior to the filing of its
case as and for a retainer for services rendered and to be rendered
in connection with this case and express incurred in connection
therewith.

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

Gordon A. Lewis III, member of Altman and Company, LLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Altman may be reached at:

      Gordon A. Lewis III
      Altman and Company, LLC
      258 Main Street, Suite 205
      Milford, MA 01757
      Phone: 781-341-5170
      Fax: 781-297-7578

                     About Hebrew Health Care??????

Hebrew Health Care, Inc., Hebrew Life Choices, Inc., Hebrew
???Community Services, Inc., and Hebrew Home and
Hospital,???Incorporated, filed Chapter 11 petitions (Bankr. D.
Conn. Case Nos. 16-21311, 16-21312, 16-21313, and 16-21314,
respectively) on Aug. 15, 2016.????The petitions were signed by
Bonnie Gauthier, CEO.  Their cases are assigned to Judge Ann M.
Nevins.

??????The Debtors are represented by Elizabeth J. Austin, Esq.,
at???Pullman and Comley, LLC.??????

At the time of the filing, Hebrew Health Care, Inc., estimated
???assets at $1 million to $10 million and liabilities at $100,000
to $500,000; Hebrew Life Choices, Inc. estimated assets at $10
million to $50 million and liabilities at $10 million to $50
million; Hebrew Community Services, Inc. estimated assets at
$500,000 to $1 million and liabilities at $100,000 to $500,000; and
Hebrew Home and Hospital estimated assets at $1 million to $10
million and liabilities at $10 million to $50 million.

The Office of the U.S. Trustee on August 30, 2016, appointed three
creditors of Hebrew Health Care, Inc., to serve on the official
committee of unsecured creditors.



HEBREW HEALTH: Hires Pullman & Comley as Counsel
------------------------------------------------
Hebrew Health Care, Inc., and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the District of Connecticut to
employ Pullman & Comley, LLC as counsel to Debtors-in-Possession.

The Debtors require P&C to:

     a. advise the Debtors with respect to its rights and
obligations as Debtor-in-Possession and with respect to other areas
of bankruptcy law;

     b. prepare on behalf of the Debtors necessary petitions,
schedules, applications, motions, and other papers in connection
with the administration of the Debtors' estate;

     c. take all necessary actions to protect and preserve the
estate of the Debtors, including, if required by the facts and
circumstance, the prosecution of actions and adversary or other
proceedings on the Debtors' behalf, the defense of any actions and
adversary or other proceedings commenced against the Debtors,
negotiations concerning all litigation in which the Debtors are
involved, and where appropriate, the filing and prosecution of
objections to claims filed against the Debtors' estate;

     d. represent the Debtors at all hearings and proceedings
herein;

     e. develop, negotiate, and confirm a Chapter 11 plan for the
Debtors and prepare a disclosure statement in respect thereof; and

     f. perform other legal services required by the Debtors in
connection with this Chapter 11 case.

P&C lawyers who will work on the Debtors' cases and their
hourly rates are:

     Elizabeth J. Austin, Esq.           $495
     Irve J. Goldman                     $495
     Jessica Grossarth, Esq.             $375

P&C was paid the sum of $125,000 prior tot he filing the case and
for a retainer for services and to be rendered in connection with
this case and expenses incurred in connection therewith.

Elizabeth J. Austin, Esq., member of the law firm of Pullman &
Comley, LLC, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.

P&C may be reached at:

     Elizabeth J. Austin, Esq.
     Jessica Grossarth, Esq.
     Pullman & Comley, LLC
     850 Main Street
     Bridgeport, CT 06601-7006
     Tel: (203)330-2000
     Fax: (203)576-8888
     E-mail: eaustin@pullcom.com
             jgrossarth@pullcom.com

                 About Hebrew Health Care??????

Hebrew Health Care, Inc., Hebrew Life Choices, Inc., Hebrew
???Community Services, Inc., and Hebrew Home and Hospital,???
Incorporated, filed Chapter 11 petitions (Bankr. D. Conn. Case Nos.
16-21311, 16-21312, 16-21313, and 16-21314, respectively) on Aug.
15, 2016.????The petitions were signed by Bonnie Gauthier, CEO.
Their cases are assigned to Judge Ann M. Nevins.

??????The Debtors are represented by Elizabeth J. Austin, Esq.,
at??? Pullman and Comley, LLC.

??????At the time of the filing, Hebrew Health Care, Inc.,
estimated??? assets at $1 million to $10 million and liabilities at
$100,000 to $500,000; Hebrew Life Choices, Inc. estimated assets at
$10 million to $50 million and liabilities at $10 million to $50
million; Hebrew Community Services, Inc. estimated assets at
$500,000 to $1 million and liabilities at $100,000 to $500,000; and
Hebrew Home and Hospital estimated assets at $1 million to $10
million and liabilities at $10 million to $50 million.

The Office of the U.S. Trustee on August 30, 2016, appointed three
creditors of Hebrew Health Care, Inc., to serve on the official
committee of unsecured creditors.



HEBREW HEALTH: Hires Rogin Nassau as Special-Purpose Counsel
------------------------------------------------------------
Hebrew Health Care, Inc., and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the District of Connecticut to
employ Rogin Nassau LLC as special-purpose counsel to
Debtors-in-Possession.

The Debtors require RN to:

    a. represent the Debtors in general corporate-law matters;

    b. represent the Debtors in healthcare matters;

    c. represent the Debtors in employment-law matters;

    d. represent the Debtors in regulatory and securities matters;
and

    e. represent the Debtors in litigation matters not related to
the bankruptcy case, including but not limited to William Stein V.
Hebrew Home and Hospital, inc., et al, pending in the Superior
Court of the State of Connecticut.

RN will be paid at these hourly rates:

      Attorneys              $250
      Associates             $495
      Paralegals             $100-$180         

RN lawyers who will work on the Debtors' cases and their hourly
rates are:

      Peter Evans, Esq.                $405
      Steven D. Bartelstone, Esq.      $495  
           
Prior to the Petition Date, RN was paid sum of $19,757, as and for
a retainer for services rendered and to be rendered in connection
with this case and expenses incurred in connection therewith.

On August 12, 2016, RN wrote off $55,883.95, which represents time
incurred in the pre-petition period but remains unpaid as of the
Petition Date.

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

Peter Evans, Esq, counsel to the law firm of Rogin Nassau LLC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

Deloitte & Touche LLP may be reached at:

     Peter Evans, Esq.
     Rogin Nassau LLC
     CityPlace I, 185 Asylum Street
     Hartford, CT
     Tel: (860)256-6300
     Fax: (860)278-2179
     E-mail: pevans@roginlaw.com

                  About Hebrew Health Care??????

Hebrew Health Care, Inc., Hebrew Life Choices, Inc., Hebrew
???Community Services, Inc., and Hebrew Home and Hospital,???
Incorporated, filed Chapter 11 petitions (Bankr. D. Conn. Case Nos.
16-21311, 16-21312, 16-21313, and 16-21314, respectively) on Aug.
15, 2016.????The petitions were signed by Bonnie Gauthier, CEO.
Their cases are assigned to Judge Ann M. Nevins.??????

The Debtors are represented by Elizabeth J. Austin, Esq., at
???Pullman and Comley, LLC.

??????At the time of the filing, Hebrew Health Care, Inc.,
estimated??? assets at $1 million to $10 million and liabilities at
$100,000 to $500,000; Hebrew Life Choices, Inc. estimated assets at
$10 million to $50 million and liabilities at $10 million to $50
million; Hebrew Community Services, Inc. estimated assets at
$500,000 to $1 million and liabilities at $100,000 to $500,000; and
Hebrew Home and Hospital estimated assets at $1 million to $10
million and liabilities at $10 million to $50 million.

The Office of the U.S. Trustee on August 30, 2016, appointed three
creditors of Hebrew Health Care, Inc., to serve on the official
committee of unsecured creditors.



HEBREW HEALTH: Hires Wiggin as Transactional & Health Care Counsel
------------------------------------------------------------------
Hebrew Health Care, Inc., and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the District of Connecticut to
employ Wiggin and Dana as special transactional and health care
regulatory counsel.

HHCI is the parent company of HLCI, HCSI and HHHI and is located at
1 Abrahms Boulevard, West Hartford, Connecticut. HHCI provides
management, human resources and payroll services to its three
subsidiaries.

HLCI is engaged in the business of operating an assisted living
facility and providing rehabilitation services.

HCSI is engaged in the business of senior day care and
rehabilitation services.

HHHI is engaged in the business of operating a 45 bed chronic
disease hospital comprising of a 23 bed medical unit and a 22
behavioral health unit.

Collectively, there are 302 beds in the Debtors' facilities and the
Debtors have approximately 681 full and part-time employees.

The Debtors have sought protection under Chapter 11 because they
are unable to pay their debts as they were coming due for a
multiplicity or reasons. Due to significant drop in Medicare and
Medicaid reimbursement rates which began in the early 1990s and
continues to date, the Debtor came under financial pressures. As
such the reimbursement of the Debtors received through Medicaid and
Medicare services are no longer sufficient to the standard of care
provided. In addition to the Medicaid reduction, the State of
Connecticut has an active state program called Money Follows the
Person. This has resulted in a delay of the entry of seniors into
skilled nursing homes because the program allows seniors to stay at
home through the use of State monies.

Wiggin will represent HHH in connection with the lease and
operation transfer agreement between HHH and the affiliate of
National Health Care created for the transactions and will also
represent HHH in connection with any health care regulatory matters
involved in the transactions.  

The Debtors have agreed to compensate Wiggin at its $475 per hour
(with a 10% discount) and to reimburse Wiggin for its expenses,
charges and disbursements.

As of the Petition Date, Wiggin is owed $72,952 for services it
performed for the Debtors pre-petition.

Maureen Weaver, partner at the firm of Wiggin and Dana, assured the
Court that the firm does not represent any interest adverse to the
Debtors and their estates.

Wiggin may be reached at:

     Maureen Weaver, Esq.
     Wiggin and Dana
     One Century Tower
     265 Church Street
     New Haven, CT 06508-1832
     Phone: 203.498.4400
     Fax: 203.782.2889

                     About Hebrew Health Care??????

Hebrew Health Care, Inc., Hebrew Life Choices, Inc., Hebrew
???Community Services, Inc., and Hebrew Home and Hospital,
???Incorporated, filed Chapter 11 petitions (Bankr. D. Conn. Case
Nos. 16-21311, 16-21312, 16-21313, and 16-21314, respectively) on
Aug. 15, 2016.????The petitions were signed by Bonnie Gauthier,
CEO.  Their cases are assigned to Judge Ann M. Nevins.

??????The Debtors are represented by Elizabeth J. Austin, Esq.,
at??? Pullman and Comley, LLC.??????

At the time of the filing, Hebrew Health Care, Inc., estimated???
assets at $1 million to $10 million and liabilities at $100,000 to
$500,000; Hebrew Life Choices, Inc. estimated assets at $10 million
to $50 million and liabilities at $10 million to $50 million;
Hebrew Community Services, Inc. estimated assets at $500,000 to $1
million and liabilities at $100,000 to $500,000; and Hebrew Home
and Hospital estimated assets at $1 million to $10 million and
liabilities at $10 million to $50 million.

The Office of the U.S. Trustee on August 30, 2016, appointed three
creditors of Hebrew Health Care, Inc., to serve on the official
committee of unsecured creditors.



HEBREW HEALTH: Taps Siegel O'Connor as Labor Counsel
----------------------------------------------------
Hebrew Health Care, Inc. and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Connecticut to employ Siegel O'Connor O'Donnell Beck P.C. as
special labor and employment counsel.

The Debtors require Siegel O'Connor to represent the Debtors in
connection with all aspects of employment law including:
grievances, arbitrations, employment contracts, employee handbooks,
harassment, discrimination and wrongful discharge defense,
unemployment benefit claims, possible union organizing campaigns,
federal, state and local wage and hour compliance and defense of
claims, OSHA compliance and defense of claims, audits of the
Debtors' human resource functions, training, immigration issues,
COBRA requirements, leave of absence policies and procedures, and
collective bargaining.

The hourly rates currently utilized by Siegel O'Connor's attorneys
range from $175-$475. For uninsured matters:

       Partners            $325
       Associates          $275

For insured matters:

       Partners            $275/$250
       Associates          $200

Siegel O'Connor will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Glenn A. Duhl, shareholder of Siegel O'Connor, 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.

Siegel O'Connor can be reached at:

       Glenn A. Duhl, Esq.
       SIEGEL O'CONNOR O'DONNELL BECK, P.C.
       150 Trumbull Street
       Hartford, CT 06103-2446
       Tel: (860) 727-8900

                    About Hebrew Health Care

Hebrew Health Care, Inc., Hebrew Life Choices, Inc., Hebrew
Community Services, Inc., and Hebrew Home and Hospital,
Incorporated, filed Chapter 11 petitions (Bankr. D. Conn. Case Nos.
16-21311, 16-21312, 16-21313, and 16-21314, respectively) on Aug.
15, 2016.  The petitions were signed by Bonnie Gauthier, CEO. Their
cases are assigned to Judge Ann M. Nevins.

The Debtors are represented by Elizabeth J. Austin, Esq., at
Pullman and Comley, LLC.

At the time of the filing, Hebrew Health Care, Inc., estimated
assets at $1 million to $10 million and liabilities at $100,000 to
$500,000; Hebrew Life Choices, Inc. estimated assets at $10 million
to $50 million and liabilities at $10 million to $50 million;
Hebrew Community Services, Inc. estimated assets at $500,000 to $1
million and liabilities at $100,000 to $500,000; and Hebrew Home
and Hospital estimated assets at $1 million to $10 million and
liabilities at $10 million to $50 million.



HECTOR ANIBAL: Unsecureds To Recoup 100% Under Plan
---------------------------------------------------
Hector Anibal Martinez Hernandez filed with the U.S. Bankruptcy
Court for the District of Puerto Rico an amended disclosure
statement dated Aug. 17, 2016.

Under the Plan, holders Class 7 General Unsecured Creditors will
receive from the Debtor a non-negotiable, non-interest bearing,
promissory note dated as of the Effective Date.  Creditors in this
class will receive a total repayment of 100% of their claimed or
listed debt plus 3.5% annual interest.  These claims, which total
$47,814.69, will be paid in five equal annual payments of
$11,236.46 (this payment includes principal and interest) each.
The first annual payment will be due Sept. 1, 2017, and
subsequently the first day of September of each year. The Class is
impaired.

The allowed liability to unsecured creditors is in the amount of
$1,344,966.97.

The source of payments proposed under the Plan will come from the
Debtor's income from businesses and sale of real properties.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/prb15-03458-111.pdf

The Plan was filed by the Debtor's counsel:

     Homel Antonio Merado Justiniano, Esq.
     Ensanche Martinez
     8 Drive A. Ramirez Silva Street
     Mayaguez, PR 00680-4714
     Tel: (787) 364-3188
          (787) 805-2945
     Fax: (787) 805-7350
     E-mail: hmjlaw2@gmail.com

Hector Anibal Martinez Hernandez filed for Chapter 11 bankruptcy
protection (Bankr. D.P.R. Case No. 15-03458) on May 7, 2015.


HEMISPHERE MEDIA: Ownership Transfer No Impact on Moody's Ratings
-----------------------------------------------------------------
Moody's Investors Service said the recent announcement of the
proposed transfer of ownership in Hemisphere Media Holdings, LLC
(Hemisphere or the Company, B2 stable) held by InterMedia Partners
VII, L.P. (IMP) to an affiliate of Searchlight Capital Partners LLC
(Searchlight), a private equity firm, will not affect its credit
ratings or credit profile. Moody's believes this is primarily a
liquidity event for the limited partners of IMP, the controlling
stockholder of Hemisphere.

IMP, nearing the end of its investment horizon has offered its
limited partners three liquidity options with the respect to
Hemisphere stock. Limited partners of IMP can elect to (1) receive
a pro rata distribution of class A common shares, (2) rollover
their equity into a new SPV (Rollover SPV), or (3) receive cash,
which is being funded by Searchlight. This event will not impact
the company's ratings as voting control, and therefore strategy,
will remain unchanged at Hemisphere. Peter Kern, general Partner of
IMP and Hemisphere Chairman of the Board will retain the right to
vote the shares in the new investment vehicles including
Searchlight and the Rollover SPV.

The closing is subject to certain conditions including the limited
partners of IMP elect the Cash Option in an amount sufficient
enough to satisfy the minimum aggregate purchase of $162 million
(barring a waiver). Searchlight will receive two seats on a new 11
member Board at closing. The transaction is expected to close in
October 2016 and the new shareholder agreement with Searchlight has
a 5 year term.


HERTZ CORP: S&P Assigns 'B' Rating on $500MM Sr. Notes Due 2024
---------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '5'
recovery rating to Estero, Fla.-based car renter Hertz Corp.'s $500
million senior notes due 2024.  The '5' recovery rating indicates
S&P's expectation that lenders would receive modest recovery
(10%-30%, upper half of the range) of their principal in the event
of a payment default.  Hertz is a subsidiary of Hertz Global
Holdings Inc.

S&P's ratings on Hertz incorporate its position as one of the
largest global car rental companies, and the cyclical and
price-competitive nature of on-airport car rentals.  They also
incorporate significant debt leverage and substantial ongoing fleet
funding needs resulting from its capital-intensive operations.
These risks are partly offset by Hertz's ability to significantly
reduce capital spending if demand declines; its ability to generate
strong cash flow, even in periods of weak earnings; and its ability
to maintain access to liquidity using secured borrowing and
asset-backed securitizations.  S&P assess the company's business
risk profile as fair and its financial risk profile as aggressive.

The outlook is stable.  S&P expects credit metrics to be little
changed by the June 30, 2016, separation of its equipment rental
business and to gradually improve based on expected rising earnings
and cash flow.  S&P could raise the ratings over the next year if
better-than-expected earnings, due to stronger volumes or pricing,
result in funds from operations (FFO) to debt increasing to the
low-20% area on a sustained basis . Although unlikely over the next
year, S&P could lower the ratings if operating performance weakens,
which could be caused by weak pricing or weak used car prices,
resulting in FFO to debt declining to the low- to mid-teens percent
area.

RATINGS LIST

Hertz Corp.
Corporate credit rating            B+/Stable/--

New Ratings
Hertz Corp.
Senior unsecured
  $500 million notes due 2024       B
   Recovery rating                  5H


HPI PLUMBING: Hires Brett A. Elam P.A. as Attorney
--------------------------------------------------
HPI Plumbing, Inc., seeks authorization from the U.S. Bankruptcy
Court for the Southern District of Florida to employ The Law
Offices of Brett A. Elam P.A. as attorney.

The Debtor requires Elam to:

     a. advise the Debtor of the requirements of the Bankruptcy
Code, the Federal Rules of Bankruptcy Procedure, applicable local
rules pertaining to the administration of the case and US Trustee
Guidelines related to the daily operation of Debtor's business and
administration of the estate;

     b. represent the Debtor in all proceedings before this Court;

     c. negotiate with creditors, prepare and seek confirmation of
a plan of reorganization and related documents, and assist Debtor
with implementation of any plan; and

     d. perform all other legal services for Debtors as may be
necessary in connection with the case.

The firm will be paid at hourly rate of $225-$375.

The Debtor paid Elam a prepetition retainer in the amount of
$12,500.

Brett A. Elam, Esq., member of The Law Offices of Brett A. Elam
P.A., assured the Court that the firm does not represent any
interest adverse to the Debtor and its estates.

BE may be reached at:

     Brett Elam, Esq.
     The Law Offices of Brett A. Elam P.A.
     105 South Narcissus Avenue, Suite 802
     West Palm Beach, FL 33401
     Tel: 561.833.1113
     Fax: 561.833.1115
     E-mail: belam@brettelamlaw.com

              About HPI Plumbing, Inc.
???
PHI Plumbing, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
S.D.Fla. Case No. 16-21297) on August 16, 2016.?? The Hon. Paul G.
Hyman, Jr., presides over the case.  In its petition, the Debtor
estimated $500,000 to $1 million in assets and $1 million to $10
million in liabilities. The petition was signed by Glenroy Hessing,
president.

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 HPI Plumbing, Inc.


IMAGEWARE SYSTEMS: Sold $2 Million Preferred Shares to Cap 1
------------------------------------------------------------
Imageware Systems, Inc. and Cap 1 LLC, a family client of Summer
Road LLC, entered into a Securities Purchase Agreement, wherein the
Investor agreed to purchase 2,000 shares of Series F Preferred for
$1,000 per share.  In addition to customary representations and
warranties, the Purchase Agreement requires the Company to file a
registration statement with the Securities and Exchange Commission
on or before Oct. 15, 2016, to register the Conversion Shares
issuable upon conversion of the Investor's shares of Series F
Preferred under the Securities Act of 1933, as amended.

The issuance of the shares of Series F Preferred resulted in gross
proceeds to the Company of $2.0 million.  The Company expects to
use these proceeds for general working capital purposes, including
collaborating with the Investor to determine how the Company's
technologies may benefit other entities held by the Investor.

The shares of Series F Preferred were offered and sold in
transactions exempt from registration under the Securities Act in
reliance on Section 4(2) thereof and Rule 506 of Regulation D
thereunder. The Investor represented that it was an "accredited
investor" as defined in Regulation D, and is not subject to the
"Bad Actor" disqualifications described in Rule 506(d).

                  About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc.,
is a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.

Imageware Systems reported a net loss available to common
shareholders of $9.59 million on $4.76 million of revenues for the
year ended Dec. 31, 2015, compared to a net loss available to
common shareholders of $7.99 million on $4.15 million of revenues
for the year ended Dec. 31, 2014.

As of June 30, 2016, Imageware had $4.56 million in total assets,
$4.62 million in total liabilities and a total shareholder's
deficit of $68,000.


INNOVATIVE OBJECTS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Innovative Objects, LLC
        2540 South Range Line Road
        Joplin, MO 64804-3245

Case No.: 16-30446

Chapter 11 Petition Date: September 8, 2016

Court: United States Bankruptcy Court
       Western District of Missouri (Joplin)

Judge: Hon. Cynthia A. Norton

Debtor's Counsel: Ronald S. Weiss, Esq.
                  BERMAN DELEVE KUCHAN & CHAPMAN, LLC
                  1100 Main Street, Suite 2850
                  Kansas City, MO 64105
                  Tel: 816-471-5900
                  Fax: 816-842-9955
                  E-mail: rweiss@bdkc.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Joe Frazier, manager.

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


INT'L MANUFACTURING: Trustee Hires Baker & McKenzie as Counsel
--------------------------------------------------------------
Beverly N. McFarland, the appointed Chapter 11 Trustee in the
bankruptcy case of International Manufacturing Group, Inc., seeks
authority from the U.S. Bankruptcy Court for the Eastern District
of California to retain Baker & McKenzie LLP as her special 401(k)
counsel, nunc pro tunc to September 1, 2016.

Ms. McFarland tells the Court that in the course of the case she
will have a need for advice regarding the termination of the
Debtor's 401(k) plan.  She may also need the firm to assist in
drafting termination resolutions, reviewing the safe harbor
termination notice prepared by the prototype provider, drafting a
letter of instruction to the record keeper/trustee, reviewing any
required amendment prepared by the prototype provider that need to
be adopted upon termination (e.g., it does not appear the 2016
prototype plan was ever adopted and this should be done prior to
termination) and reviewing the form of participant distribution
notice.  

The firm also may provide assistance:

      * in determining when participants should have fully vested
        (e.g., was there a partial termination requiring vesting
        prior to the termination date);

      * with additional issues related to the bankruptcy;

      * in determining if any corrections are required; and

      * in drafting a safe harbor notice or any amendments.

B&M has only been retained to provide legal services related to
401(k) plan termination, Ms. McFarland says.

B&M's standard hourly rates are:

     Name                Title       Hourly Rate
     ----                -----       -----------
     James P. Baker      Partner         $850
     Janel M. Brynda     Associate       $620
     Ajay Athavale       Associate       $460

B&M will also bill the estate for all reasonable and necessary
out-of-pocket expenses incurred as permitted by applicable
provisions of the Bankruptcy Code, Bankruptcy Rules and the UST
Guidelines.  B&M has agreed to bill travel time between San
Francisco and Sacramento at 50% of its discounted hourly rates.
B&M has also agreed that the fees for its services will not exceed
$25,000.  B&M also agrees to cap its hourly fee for James P.
Baker's services at $550 per hour.

As set forth in the Declaration of Mr. Baker, (i) B&M does not have
any connections with the Debtor, its creditors, or with the Office
of the United States Trustee, or with any person employed in the
office of the United States Trustee which would preclude
employment, and (ii) does not now hold or represent any interest
materially adverse to the interests of the estate or of any class
of creditors or equity security holders.

The Court will commence a hearing on September 21, 2016, at 10:00
a.m., to consider the firm's hiring.

The U.S. Trustee is represented by:

          Thomas A. Willoughby, Esq.
          Jason E. Rios, Esq.
          Jennifer E. Niemann, Esq.
          FELDERSTEIN FITZGERALD WILLOUGHBY & PASCUZZI LLP
          400 Capitol Mall, Suite 1750
          Sacramento, CA 95814
          Telephone: (916) 329-7400
          Facsimile: (916) 329-7435
          E-mail: twilloughby@ffwplaw.com
                  jrios@ffwplaw.com
                  jniemann@ffwplaw.com

             About International Manufacturing Group

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.  Lawyers at
Pachulski Stang Ziehl & Jones LLP represent the Official Committee
of Unsecured Creditors.




ION WORLDWIDE: Unsecureds To Recover Lesser of 15% of Claims
------------------------------------------------------------
iON Worldwide Inc., et al., filed with the U.S. Bankruptcy Court
for the District of Delaware disclosure statement with respect to
Chapter 11 plan of reorganization.

Under the Plan, holders of allowed Class 4 General Unsecured Claims
will receive the lesser of 15% of their allowed claim or their pro
rata share of $2,505,000.  Based on the expected recoveries, the
Official Committee of Unsecured Creditors also supports the Plan.
The Debtors submit that, because holders of allowed General
Unsecured Claims would receive no recoveries under a liquidation,
the Plan presents the best options for the holders.  Class 4 claims
are estimated at $15,700,000.  

Prior to the Petition Date, and following careful consideration of
all alternatives, the Debtors determined that the commencement of
the Chapter 11 cases were prudent and necessary steps to maximize
the going concern value of the Debtors' businesses.  Through the
commencement of the Chapter 11 cases, the Debtors intended to
restructure their debt obligations while continuing normal
operations.  The Plan is premised on a Restructuring Support
Agreement with funding of up to $12,000,000 to be provided by Sky
Light.  Proceeds of the funding will be used to make Plan
distributions to the claims of creditors when the claims become
allowed claims.  Under the Plan, Sky Light will commit to invest an
aggregate capital commitment of up to $12,000,000, and in exchange
will receive 100% of the New Common Stock issued by the Debtor.
Existing equity interests of the Debtors will be cancelled.
Non-priority claims are impaired, but holders of the claims will
receive their pro rata portion of cash on account of such claims,
each as set forth in the Plan.  The proposed debt and equity
restructuring pursuant to the proposed Plan will enhance the
Debtors' liquidity and reduce its leverage.

The Disclosure Statement is available at:

            http://bankrupt.com/misc/deb16-11543-94.pdf

                     About iON Worldwide Inc.

iON Worldwide Inc. filed a Chapter 11 bankruptcy petition (Bankr.
N.D. Ga. Case No. 16-11543) on June 24, 2016.  The Hon. Laurie
Selber Silverstein presides over the case.  Anthony M. Saccullo,
Esq., and Thomas H. Kovach, Esq., at A.M. Sacullo Legal, LLC, and
Michael S. Fox, Esq., and Jonathan T. Koevary, Esq., at Olshan
Frome Wolosky LLP, in New York, serve as counsel.

Andrew Vara, acting U.S. trustee for Region 3, on July 6 appointed
three creditors of iON Worldwide, Inc., to serve on the official
committee of unsecured creditors.  The Committee retained Benesch,
Friedlander, Coplan & Aronoff LLP as counsel


IPHONE SOLUTIONS: Hires Correa Business as Counsel
--------------------------------------------------
Iphone Solutions, Corp., seeks authority from the U.S. Bankruptcy
Court for the District of Puerto Rico to employ Correa Business
Consulting Group, LLC as counsel to the Debtor.

Iphone Solutions requires Correa Business to:

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

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

   c. assist the Debtor with respect to negotiations with
      creditors for the purpose of arranging the orderly
      liquidation of assets and propose a viable plan of
      reorganization;

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

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

   f. perform such other legal services for the Debtor as may be
      required in the proceedings or in connection with the
      operation of, and involvement with, the Debtor's business,
      including, but not limited to, notarial services; and

   g. employ other professional services, if necessary.

Correa Business will be paid at the hourly rate of $100.

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

Luis E. Correa Gutierrez, member of the law firm of Correa Business
Consulting Group, LLC, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estates.

Correa Business can be reached at:

     Luis E. Correa Gutierrez, Esq.
     CORREA BUSINESS CONSULTING GROUP, LLC
     Ext. Roosevelt, 468 Calle Arrigoitia
     San Juan, PR 00918
     Tel: (787) 373-1185
     Fax: (787) 724-0353
     E-Mail: lcorrea@correalawoffice.com

                       About IPhone Solutions

IPhone Solutions, Corp, filed a Chapter 11 bankruptcy petition
(Bankr. D.P.R. Case No. 16-06226) on August 5, 2016, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by Luis E. Correa Gutierrez, at Correa Business
Consulting Group, LLC.

No official committee of unsecured creditors has been appointed in
the case.



J&A REAL ESTATE: Seeks to Employ Craig A. Diehl as Attorney
-----------------------------------------------------------
J & A Real Estate Partnership asks for permission from the U.S.
Bankruptcy Court for the Middle District of Pennsylvania to employ
the Law Offices of Craig A. Diehl as its attorney.

As the Debtor's counsel, the Firm will:

   (a) advise the Debtor-in-Possession with respect to its
       rights, powers, duties and obligations as Debtor-in-
       Possession in the administration of this case and the
       management of its property;

   (b) prepare pleadings, applications and conduct examinations
       incidental to administration;

   (c) advise and represent Applicant in connection with all
       applications, motions, or complaints for reclamation,
       adequate protection, sequestration, relief from stays,
       appointment of trustee or examiner, and all other similar
       matters;

   (d) develop the relationship of the status of Debtor-in-
       Possession to the claims of creditors in these
       proceedings;

   (e) advise and assist the Debtor-in-Possession in the
       formulation and presentation of a Plan and Disclosure
       Statement pursuant to Chapter 11 of the Bankruptcy Code
       and concerning any and all matters relating thereto; and

   (f) perform any and all other legal services incident and
       necessary herein.

The Firm will be employed under a general retainer providing for
hourly fees of $250 and $100 for a legal assistant, plus
reimbursement for out-of-pocket expenses.

Craig A. Diehl, Esq., assures the Court that his Firm has no
interest adverse to the Debtor-in-Possession or the bankruptcy
estate in the matters upon which he is to be engaged for
Debtor-in-Possession.

The Firm can be reached at:

          Craig A. Diehl, Esq.
          LAW OFFICES OF CRAIG A. DIEHL
          3464 Trindle Road
          Camp Hill, PA 17011
          Telephone: (717) 303-3037
          Facsimile: (717) 763-8293
          E-mail: cdiehl@cadiehllaw.com

J & A Real Estate Partnership, based in York, PA, filed a Chapter
11 petition (Bankr. M.D. Pa. Case No. 16-03341) on August 12, 2016.
The Hon. Mary D France presides over the case.  Craig A. Diehl,
Esq., at LAW OFFICES OF CRAIG A. DIEHL, presides over the case.  In
its petition, the Debtor estimated $1 million to $10 million in
assets and $100,000 to $500,000 in liabilities.  The petition was
signed by John A. Kerchner, partner.


JAYUYA MEMORIAL: Hires Feliciano Rios as Financial Consultant
-------------------------------------------------------------
Jayuya Memorial, Inc., seeks authority from the U.S. Bankruptcy
Court for the District of Puerto Rico to employ Manuel E. Feliciano
Rios, CPA, as financial consultant.

The Debtor tells the Court that it is in need of an accountant to
assist its management in the financial restructuring of its affairs
by providing advice in strategic planning and the preparation of
the Debtor's Monthly Operating Reports.  The duties of the CPA will
consist of strategic counseling and advice, proforma modeling
preparation, financial/business assistance, preparation of
documentation as requested for and during the Debtor's Chapter 11,
specifically as it is related to and has an effect on the Debtor,
as well as recommendations and financial/business assessments
regarding issues specifically related to the Debtor.

Mr. Feliciano Rios has been retained as financial consultant on the
basis of $1,000 retainers, which has been advanced by the Debtor
against which the Financial Consultant will bill on the basis of
$125 per hour, plus expenses, for work he performed or to be
performed.

According to the Application, Mr. Feliciano Rios is a disinterested
party (person) as defined in Section 101(14) in the Bankruptcy
Code.

Jayuya Memorial, Inc filed a Chapter 11 bankruptcy petition (Bankr.
D.P.R. Case No. 16-06235) on August 5, 2016, listing under $1
million in assets and debts.



JEROME SYDNEY HEYWARD: Files First Amendment to Plan Outline
------------------------------------------------------------
Jerome Sydney Heyward filed with the U.S. Bankruptcy Court for the
District of South Carolina a first amended disclosure statement to
provide that the South Carolina Department of Revenue has filed a
proof of claim, and the Debtor acknowledges a priority claim in the
amount of $10,449.05.

The prior Disclosure Statement provided that the Creditor "has not
filed a proof of claim, but the Debtor acknowledged a priority
claim in the amount of $10,449.05."

The entire remainder of the Disclosure Statement remains
unchanged.

As reported by the Troubled Company Reporter, the Plan proposes
that Class 6(A) Thru (B) - Claims of General Unsecured Creditors
will be impaired since the Plan provides for payment of only 5% of
the allowed claims of unsecured creditors.  This Class will be paid
5% of their allowed Claims without interest after the Effective
Date.

The Disclosure Statement is available at:

            http://bankrupt.com/misc/scb16-00564-74.pdf

The amendment in the Plan was filed by the Debtor's counsel:

     Robert A. Pohl, Esq.
     32 South Main Street, Suite 215
     Greenville, SC 29601
     Tel: (864) 233-6294
     Fax: (864) 558-5291
     E-mail: Robert@POHLPA.com

                  About Jerome Sydney Heyward

Jerome Sydney Heyward, dba Heyward Consulting LLC, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C.
Case No. 16-00564) on Feb. 8, 2016.  The case is assigned to Judge
David R. Duncan.


JMO WIND DOWN: Unsecureds to Recover 100% Under Plan
----------------------------------------------------
JMO Wind Down, Inc., filed with the U.S. Bankruptcy Court for the
District of Delaware a disclosure statement for the Debtor's plan
of liquidation.

Under the Plan, holders of Class 4 General Unsecured Claims
(estimated at $390,000) will be paid 100% of their claims in cash.
This Class is unimpaired.

On the Effective Date, a liquidating trust will be created in
accordance with the liquidating trust agreement and funded by the
Debtor's transfer to the Liquidating Trust of the Liquidating Trust
Assets.  The Liquidating Trust will be a newly-formed Delaware
trust with no prior assets or liabilities.  The Liquidating Trustee
will serve as the trustee of the Liquidating Trust.

The Liquidating Trustee will make all distributions under the Plan
on account of allowed claims against, and allowed interests in, the
Debtor; provided, however, that all allowed fee claims will be paid
out of the professional fee claim reserve.  Except as otherwise
expressly set forth in the Plan, on the Effective Date, or as soon
thereafter as practicable, the Liquidating Trustee will make all
distributions required pursuant to the Plan.  All other
distributions or payments under the Plan will be made by the
Liquidating Trustee pursuant to the terms of the Plan, Confirmation
Order and the Liquidating Trust Agreement.

The Liquidating Trustee will establish appropriate reserves, which
will be segregated and held by the Liquidating Trustee on and after
the Effective Date for the payment of disputed claims to the extent
they become allowed claims.  The Liquidating Trustee will establish
appropriate reserves, which will be segregated and held by the
Liquidating Trustee on and after the Effective Date for
distributions on account of any Disputed Interests to the extent
they become allowed interests.

Cash payments made pursuant to the Plan will be in U.S. funds, by
the means agreed to by the payor and payee, including by check or
wire transfer or, in the absence of an agreement, commercially
reasonable manner as the Liquidating Trustee will determine in his
or her sole discretion.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/deb16-10682-319.pdf

The Plan was filed by the Debtor's counsel:

     Adam G. Landis, Esq.
     Kerri K. Mumford, Esq.
     Kimberly A. Brown, Esq.
     LANDIS RATH & COBB LLP
     919 Market Street, Suite 1800
     Wilmington, Delaware 19801
     Tel: (3 02) 467-4400
     Fax: (302) 467-4450
     E-mail: 1andis@lrclaw.com
             mumford@lrclaw.com
             brown@lrclaw.com

JMO Wind Down, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 16-10682).


KEY ENERGY: S&P Lowers CCR to 'D' on Missed Interest Payment
------------------------------------------------------------
S&P Global Ratings said that it lowered its corporate credit rating
on U.S.-based Key Energy Services Inc. to 'D' from 'CC'.

In addition, S&P lowered its issue-level rating on the company's
senior secured term loan to 'D' from 'CC'.  The recovery rating on
the term loan remains '1', indicating S&P's expectation for very
high (90% to 100%) recovery in the event of a payment default.

S&P also lowered its issue-level rating on the company's senior
unsecured notes to 'D' from 'C'.  The '6' recovery rating is
unchanged, indicating S&P's expectation for negligible (0% to 10%)
recovery in the event of a payment default.

"The downgrade reflects the company's decision to defer its
Sept. 1, 2016, interest payment on its 6.75% senior notes due
2021," said S&P Global Ratings' credit analyst David Lagasse.  The
company has a 30-day grace period after the interest payment date
to make the payment before an event of default occurs.  S&P do not
expect Key to make the interest payment during the 30-day grace
period, which will result in a default.  Additionally, an event of
default related to the senior notes would trigger an event of
default under Key's asset-based lending and term loan facilities.

The company entered into a plan support agreement on Aug. 24 to
restructure under a prepackaged Chapter 11 deal in the U.S.
Bankruptcy Court.  The agreement provides that the company will
exchange its outstanding bonds for new equity and reduce its debt
from $974 million to $250 million.  The solicitation of
reorganization plan votes and rights offering will commence by Oct.
4, and end on Nov. 4, with a voluntary Chapter 11 filing expected
on or before Nov. 8.  Milestone deadlines in the PSA call for
confirmation of the reorganization plan within 65 days of the
Chapter 11 filing and emergence from Chapter 11 within 90 days of
the filing.


KINETIC CONCEPTS: S&P Rates $1,750MM 2nd Lien Notes 'B-'
--------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating to Kinetic
Concepts Inc.'s proposed issuance of $1,750 million of five-year
senior secured second-lien notes to repay existing $1,750 million
senior secured second-lien notes due 2018.  KCI USA Inc. is a
co-issuer of the notes.  S&P assigned a recovery rating of '5' to
these notes, reflecting its expectation for modest (10%-30%, lower
half of the range) recovery on these obligations in the event of a
default.

Additionally, the company is refinancing $450 million of its
$612 million senior unsecured notes due 2019 with new senior
secured third-lien notes maturing 2021.  The third lien is
supported by a limited collateral package that limits its maximum
recovery from collateral in default to $150 million, thereby
limiting the benefits of collateral.  S&P is assigning an
issue-level rating of 'CCC+' and a recovery rating of '6' to the
third-lien notes, which reflects S&P's expectation for a negligible
(0%-10%) recovery on these obligations in the event of a default.

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

The assessment of a fair business risk profile reflects significant
product concentration (negative pressure wound therapy-based VAC
devices account for about two-thirds of revenues), pricing pressure
within its advanced wound therapeutics product categories following
the expiration of Kinetic's patent on negative pressure wound
therapy, and the company's limited geographic diversity with
roughly 75% of revenues derived in the Americas.  S&P's business
risk assessment also incorporates the company's well-entrenched
market position and deep organizational experience with VAC devices
(about 90% share), attractive EBITDA margins (35%), and the
company's wound dressing products and regenerative medicine
division which provide modest diversification.

The highly leveraged financial risk profile reflects adjusted debt
leverage above 5x.  S&P estimates adjusted debt leverage of about
7.6x for 2016, improving to about 7.4x for 2017.  Leverage could
improve further if the company proceeds with plans for an IPO.

RATINGS LIST

Kinetics Concepts Inc.

Corporate Credit Rating       B/Stable/--

New Rating

Kinetics Concepts Inc.
KCI USA Inc.
$1,750 Mil. Senior Secured
  Second-Lien Notes Due 2021   B-
   Recovery Rating             5L

Kinetics Concepts Inc.
KCI USA Inc.
$450 Mil. Senior Secured
  Third-Lien Notes Due 2021    CCC+
   Recovery Rating             6


KRONOS ACQUISITION: S&P Affirms 'B-' LongTerm CCR, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings said it affirmed its 'B-' long-term corporate
credit rating on Kronos Acquisition Holdings Inc. based on its
expectation that the proposed transaction should support fixed
charges and will not have a material impact on credit metrics and
cash flows.  The outlook is stable.

Kronos is proposing to refinance its US$1.085 billion term loan
with a new US$235 million add-on to its existing US$390 million
senior unsecured notes.  The company will use the proceeds from the
unsecured notes to repay a portion of the term loan outstanding
that was issued in April 2016 to fund the Prestone Group
acquisition.  The debt repayment improves the recovery prospects on
Kronos' first-lien term loan.

As a result, S&P Global Ratings affirmed its 'B-' issue-level
rating on the company's first-lien term loan and revised its
recovery rating on the debt to '3' from '4' based on these improved
recovery prospects.  The '3' recovery rating indicates S&P's
expectation of meaningful (50%-70%, lower half of the range)
recovery in default.

"We base the affirmation and revised recovery rating on our
expectation that the proposed transaction should support fixed
charges, and lead to better recovery prospects for the first-lien
term loan," said S&P Global Ratings credit analyst Nayeem Islam.

In addition, S&P Global Ratings affirmed its 'CCC' issue-level
rating on Kronos' senior unsecured notes, including the proposed
US$235 million add-on.  The '6' recovery rating on the notes is
unchanged, reflecting S&P's expectation of negligible (0%-10%)
recovery in a default scenario.

The ratings on Kronos reflect S&P Global Ratings' view of the
company's weak business risk profile and highly leveraged financial
risk profile.  S&P do not expect the proposed transaction to have a
material impact on the company's fixed charges as higher interest
will be offset by lower debt amortization.  As a result, S&P
expects Kronos will maintain adequate liquidity and generate
sufficient cash flows to cover approximately US$150 million of
fixed charges relating to interest, capital expenditures, and debt
amortization.  The higher cost debt will modestly lower Kronos'
EBITDA interest coverage, which S&P believes will remain at about
2x.

The stable outlook reflects S&P's expectation that Kronos will
improve its earnings and maintain EBITDA interest coverage at about
2x.  S&P also expects the company to generate sufficient cash flows
to cover fixed charges and maintain adequate liquidity.

S&P could lower the ratings if Kronos is unable to generate
sufficient operating cash flows to cover approximately
US$150 million of fixed charges for interest, capital expenditures,
and debt amortization.  S&P believes such a scenario would be
precipitated if the company's operating performance weakens due to
lower demand, operational missteps, or significant restructuring
expenses.

S&P is unlikely to raise the ratings over the next year, given
Kronos' aggressive financial policies, high debt burden, and
limited deleveraging prospects owing to relatively large fixed
charges.  That being said, S&P could raise its ratings if Kronos
improves its credit metrics, including fully adjusted debt leverage
below 6x and EBITDA interest coverage approaching 3x.


KUBCO DECANTER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Kubco Decanter Services, Inc.
        8031 Breen Road
        Houston, TX 77064

Case No.: 16-34581

Chapter 11 Petition Date: September 9, 2016

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

Judge: Hon. Jeff Bohm

Debtor's Counsel: Peter Johnson, Esq.
                  LAW OFFICES OF PETER JOHNSON
                  Eleven Greenway Plaza, Suite 2820
                  Houston, TX 77046
                  Tel: 713-961-1200
                  E-mail: pjohnson@pjlaw.com

Total Assets: $1.26 million

Total Liabilities: $1.63 million

The petition was signed by Russel O'Brien, vice-president.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/txsb16-34581.pdf


LADDER CAPITAL: Fitch Affirms 'BB' IDR, Outlook Stable
------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings and
senior unsecured note ratings of Ladder Capital Finance Holdings
LLLP and Ladder Capital Finance Corporation, subsidiaries of Ladder
Capital Corp (collectively Ladder), at 'BB'.  The Rating Outlook is
Stable.

                         KEY RATING DRIVERS
                       IDRS AND SENIOR DEBT

The affirmations reflect Ladder's established platform as a
commercial real estate (CRE) lender and investor; conservative
underwriting culture; relatively stable core earnings as a result
of reduced reliance on gain on sale income; a granular portfolio;
continued adherence to a leverage target commensurate with the risk
profile of its assets; and access to multiple sources of capital.
Rating constraints include its less diversified business model
focused on the CRE sector; a high proportion of secured, wholesale
funding; reduced capital retention stemming from the parent
company's REIT tax election effective Jan. 1, 2015; the absence of
a track record as a standalone entity through a full credit cycle;
and key man risk.

Triangle Business Model Intact

Fitch has a favorable view of Ladder's track record of originating
conduit and balance sheet mortgage loans, purchasing investment
grade CMBS, U.S. Agency and other securities, and acquiring net
lease and other equity real estate as it provides business
flexibility.  The balance sheet continues to grow moderately, with
total assets increasing to $6.0 billion as of June 30, 2016, from
$5.9 billion as of Dec. 31, 2015 and $5.8 billion as of Dec. 31,
2014.  With risk retention rules related to CMBS under the
Dodd-Frank Act taking effect in December 2016, Ladder has indicated
that it would be open to retaining risk in the new expected format,
which could provide further opportunities for growth.

Granular Portfolio

Ladder was founded in October 2008 and has not yet managed through
a full credit cycle.  It has operated during multiple periods of
market volatility without incurring credit losses since inception.
Ladder's average loan-to-value ratios have remained relatively
stable (64.9% on conduit first mortgage loans, 65.8% on balance
sheet first mortgage loans and 73.7% on mezzanine and other
CRE-related loans as of June 30, 2016) and low compared to other
CRE finance peers, which Fitch views positively.  In addition, the
company's average loan balance was $17 million as of June 30, 2016,
limiting individual loss exposures.  However, lodging is currently
Ladder's largest property type exposure (36% of loan balance as of
June 30, 2016) and as noted in Fitch's 'U.S. Lodging Cycle
Concierge' report dated Aug. 2, 2016, lodging fundamentals are
decelerating and could turn negative next year, which could
negatively impact hotel loan performance more broadly.

Diverse Access to Capital

Ladder remains reliant on wholesale funding sources, although there
is growing diversity amongst Ladder's sources of capital.  As of
June 30, 2016, the company had five committed loan repurchase
(repo) facilities, one committed and multiple uncommitted
securities repo facilities, a corporate credit facility from
numerous lending institutions, mortgage loan borrowings, borrowings
from the Federal Home Loan Bank (FHLB), and access to unsecured
notes and public equity.

During 2016, Ladder upsized its $75 million revolving credit
facility to $143 million, replaced a $50 million credit agreement
with a $100 million committed secured loan repo line maturing in
2019, upsized one of its loan repo lines from $35 million to $100
million and extended it through 2019 and upsized its outstanding
committed securities repo lines to $400 million and extended that
line through 2018.

Fitch notes the expected loss of FHLB membership by Ladder's
captive insurance subsidiary effective February 2021 as an on-going
funding consideration.  While Ladder has multiple options at its
disposal to either repay FHLB borrowings via securities sales or
new debt arrangements, replacement funding is likely to be either
shorter-term term (e.g., reverse repurchase facilities) or higher
cost (e.g., additional unsecured notes), which could introduce
additional funding and liquidity risk or pressures on
profitability.

In the interim, Ladder has continued to take advantage of the
low-cost funding afforded to FHLB borrowers, albeit only with
maturities inside the 2021 expiration date.  Interest rates on
Ladder's captive insurance subsidiary's FHLB borrowings ranged from
0.38% to 2.74% as of June 30, 2016.  Therefore, Fitch expects
Ladder to continue accessing this capital source when financing
certain first mortgage loans and investment grade CRE securities
over the next several years in advance of the captive's loss of
membership in February 2021.  Fitch believes that Ladder's
potential replacement of FHLB funding with repo borrowings would be
a credit negative because it would increase liquidity risk, and
conversely notes that a replacement of FHLB funding with long-term
unsecured debt would be a credit positive as it would lessen
liquidity risk, improve financial flexibility, and extend
duration.

Leverage Increase Due to Increased Securities Exposure

Ladder varies its leverage depending on the risk profiles of and
allocation levels to the various CRE asset classes in which it
invests.  Following the volatility in the credit markets in the
first quarter of 2016, Ladder increased its exposure to 'AAA' and
other investment grade rated CMBS securities, resulting in overall
corporate debt to equity of 3.0x as of June 30, 2016, which is at
the upper limit of the company's publicly articulated 2.0x-3.0x
target.

Lower Reliance on Gain-on-Sale Income

Core earnings totaled $69.1 million during the first half of 2016
(1H16), down year-over-year from $100.2 million during the 1H15.
The year-over-year decline is largely attributable to slowing CMBS
activity leading to lower income from sales of securitized loans,
lower gains on sales of securities, and net results from derivative
transactions, partially offset by lower operating expenses.
However, Fitch expects that gain on sale income will increase
throughout the remainder of 2016 as Ladder has been building up its
conduit loan portfolio for securitization contributions.

Core earnings to average equity was 9.3% in 1H16, down from 12.8%
in 2015 and 16.3% in 2014; the decline was partially driven by a
reduction in loan sale proceeds, including securitization profits.


Notably, the quality of Ladder's earnings has improved from a
credit standpoint as net interest income after provisions
represented 92.3% of net revenues in 1H16, up from 38.8% in 2015
and 36.6% in 2014.  This meaningful increase was the result of a
material decline in loan sale proceeds and gains on securities in
1H16 as well as net results from derivative transactions.  Greater
revenue diversity with reduced reliance on gain on sale income over
a longer term period would be viewed favorably by Fitch.

Predominantly Secured Borrower, Adequate Liquidity

Ladder's secured debt represented 87.3% of total debt and 64.1% of
total assets as of June 30, 2016, which limits financial
flexibility.  Unencumbered asset coverage of unsecured notes has
remained stable following the company's August 2014 bond offering
and was 1.4x as of June 30, 2016.  Unencumbered assets and
unrestricted cash totaled $776.3 million as of June 30, 2016.

As of June 30, 2016, Ladder had $1.0 billion of excess committed
capacity under its debt facilities and its unencumbered pool could
be pledged or liquidated (subject to applicable haircuts) to
support unsecured debt repayment.  Approximately $297.7 million of
unsecured notes mature in October 2017.

Ladder's liquidity position remains constrained by its REIT tax
election.  Ladder is expected to retain a lower portion of core
earnings when compared to the approximately 60% of core earnings
retained prior to the REIT conversion.  All else being equal, the
REIT conversion increased after-tax core earnings because of a
lower effective tax rate as a REIT, but this was somewhat offset by
an increase in the company's annual cash dividend to $1.10 per
share from $0 per share previously (in January 2016, the company
also distributed its undistributed accumulated earnings and profits
attributable to taxable periods prior to Jan. 1, 2015).

Key Man Risk

Key man risk is not unusual for mortgage REITs or similar finance
companies.  In Fitch's view, key man risk continues to reside with
the Chief Executive Officer of Ladder.  However, the company has a
deep bench, and the six executive officers of the company average
27 years of CRE finance experience.  The company elevated its
former Chief Strategy Officer and General Counsel to Chief
Operating Officer and its former Associate General Counsel to
General Counsel in March 2016.  Ladder's former Chief Investment
Officer departed in 2015.

As of June 30, 2016, Ladder's named executive officers and
directors held interests in the company comprising 11.9% of the
company's total equity, aligning interests of management and
shareholders.

                        RATING SENSITIVITIES
                       IDRS AND SENIOR DEBT

These factors may have a positive impact on Ladder's ratings and/or
Outlook:

   -- Greater revenue diversity with a sustained reduction in
      reliance on gain on sale income;
   -- Sustained profitability and asset quality performance
      through multiple market environments, while maintaining
      conservative leverage at the lower end of the 2.0x-3.0x
      target and strong liquidity levels;
   -- Increased economic access to long-term unsecured debt
      funding.

These factors may have a negative impact on Ladder's ratings and/or
Outlook:

   -- A material reduction in long-term economic sources of
      funding;
   -- Material increase in exposure to more aggressively
      underwritten balance sheet loans or real estate equity
      investments without adequate reserves and commensurate
      decrease in leverage;
   -- A sustained increase in leverage beyond the company's
      articulated target;
   -- Sustained reduction in liquidity levels and/or unencumbered
      assets relative to outstanding unsecured debt;
   -- Sustained operating losses or material weakening of asset
      quality.

Fitch has affirmed these ratings of Ladder Capital Finance Holdings
LLLP and Ladder Capital Finance Corporation:

   -- Long-Term IDRs at 'BB';
   -- Senior unsecured notes at 'BB'.

The Rating Outlook is Stable.


LAS VEGAS JOHN: Hires Larson as General Reorganization Counsel
--------------------------------------------------------------
Las Vegas John, LLC, seeks authority from the U.S. Bankruptcy Court
for the District of Nevada to employ Larson & Zirzow, LLC as
general reorganization counsel to the Debtor.

Las Vegas John requires Larson to:

   a. prepare on behalf of the Debtor, as debtor in possession,
      all necessary or appropriate motions, applications,
      answers, orders, reports, and other papers in connection
      with the administration of the Debtor's estate;

   b. take all necessary or appropriate actions in connection
      with a plan of reorganization and related disclosure
      statement and all related documents, and such further
      actions as may be required in connection with the
      administration of the Debtor's estate;

   c. take all necessary actions to protect and preserve the
      estate of the Debtor including the prosecution of actions
      on the Debtor's behalf, the defense of any actions
      commenced against the Debtor, the negotiation of disputes
      in which the Debtor is involved, and the preparation of
      objections to claims filed against the Debtor's estate; and

   d. perform all other necessary legal services in connection
      with the prosecution of the Chapter 11 Case.

Larson will be paid at these hourly rates:

     Attorneys                    $400-$450
     Paraprofessionals            $175

Larson was paid the amount of $7,500 prior to the petition date,
inclusive of the filing fee for the Chapter 11 case. Larson
currently holds in retainer the remainder sum of $7,500.

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

Matthew C. Zirzow, member of the law firm of Larson & Zirzow, LLC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.

Larson can be reached at:

     Matthew C. Zirzow, Esq.
     Zachariah Larson, Esq.
     LARSON & ZIRZOW, LLC
     850 E. Bonneville Ave.
     Las Vegas, NV 89101
     Tel: (702) 382-1170
     Fax: (702) 382-1169
     E-mail: mzirzow@lzlawnv.com
             zlarson@lzlawnv.com

                     About Las Vegas John

Las Vegas John, L.L.C., filed a chapter 11 petition (Bankr. D. Nev.
Case No. 16-14273) on August 3, 2016. The petition was signed by
Dmitrios P. Stamatakos, managing member. The Debtor is represented
by Matthew C. Zirzow, Esq., at Larson & Zirzow.

The case is assigned to Judge August B. Landis. The Debtor
estimated assets at $1 million to $10 million and debts at $500,000
to $1 million at the time of the filing.

No official committee of unsecured creditors has been appointed in
the case.



LATTICE INC: Incurs $924,000 Net Loss in Second Quarter
-------------------------------------------------------
Lattice Incorporated filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
available to common shareholders of $924,147 on $1.31 million of
revenue for the three months ended June 30, 2016, compared to a net
loss available to common shareholders of $353,572 on $2.41 million
of revenue for the three months ended June 30, 2015.

For the six months ended June 30, 2016, the Company reported a net
loss available to common shareholders of $1.15 million on $3.74
million of revenue compared to a net loss available to common
shareholders of $1.06 million on $3.92 million of revenue for the
six months ended June 30, 2015.

As of June 30, 2016, Lattice had $3.01 million in total assets,
$10.63 million in total liabilities and a total shareholders'
deficit of $7.62 million.

Cash and cash equivalents decreased to approximately $125,000 at
June 30, 2016, from approximately $187,000 at Dec. 31, 2015.

At June 30, 2016, the working capital deficit was essentially flat
at approximately $7,114,000, compared to a working capital deficit
of approximately $7,059,000 at Dec. 31, 2015.  There is
approximately $4.3 million in principal due on notes during the
next twelve months inclusive of: payments due under the "GTL"
settlement dated April 29, 2016, totaling $1,000,000, principal due
of $1,500,000 on a convertible note maturing in May 2017, and
several notes totaling approximately $1.3 million which are past
due.  Additionally, Lattice is carrying a significant level of past
due general unsecured trade payables which includes facility
commissions owed to some of our customer facilities pursuant to
contractual agreements.  Such facilities account for a majority of
our revenues.  In addition, certain of the facilities have provided
notice to us that we are in breach of such contractual agreements.
The Company is working with its customers to come back into
compliance with the terms of the agreements.  The increase in these
payables occurred mainly during the 4th quarter of fiscal 2015.

During the six months ended June 30, 2016, the Company met its
liquidity needs primarily from financing activities.  Lattice's
current cash position and projected operating cash flows are
inadequate to cover payments that are either past due or coming due
in the next twelve months and also support its working capital
requirements.  In that regard, Lattice is highly dependent on its
ability to raise additional capital needed to fund operations and
refinance existing debt to fund its liquidity needs in 2016.

"The working capital deficit and the debt coming due in the next
twelve months raise substantial doubt regarding Lattice's ability
to continue as a going concern.  The Company's ability to continue
as a going concern is highly dependent upon its ability to raise
additional alternative financing.  To address its short term
liquidity needs, Lattice has successfully raised $600,000 of
capital by issuing common stock during April/May 2016 and is
currently engaged in raising additional capital by issuing common
stock in the range of $1,000,000 which is expected to close during
the 3rd quarter 2016.  Concurrently, management has engaged an
advisor to assist with restructuring short term debt totaling
approximately $3.0 to $4.0 million, which includes the settlement
debt with GTL, to longer term maturities to allow the Company to
achieve its growth strategies and develop its operating cash flows
to positive levels.  There is no assurance that Lattice will be
able to either achieve the planned operating cashflows or obtain
the funding needed to provide the necessary liquidity to continue
operations and may be required to curtail or cease operations.

The Company's quarterly report on Form 10-Q is available from the
SEC website at https://is.gd/JjpAag

                       About Lattice Inc.

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

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

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


LEO MOTORS: Amends 58.96 Million Shares Resale Prospectus
---------------------------------------------------------
Leo Motors, Inc., filed with the Securities and Exchange Commission
an amendment no. 1 to its Form S-1 registration statement relating
to the sale by BOU Trust, RDM Capital LLC and Darrin M. Ocasio of
up to 58,967,174 shares of common stock of the Company.

BOU Trust is deemed to be an "underwriter" within the meaning of
the Securities Act of 1933, as amended, in connection with the
resale of the 54,278,028 shares that it is offering in this
prospectus, although it may not sell those shares pursuant to Rule
144 of the Securities Act.  The prices at which the selling
stockholders may sell shares will be determined by the prevailing
market price for the shares or in privately negotiated
transactions.  The Company will not receive any proceeds from the
sale of these shares by the selling stockholders.  All expenses of
registration incurred in connection with this offering are being
borne by the Company, but all selling and other expenses incurred
by the selling stockholders will be borne by the selling
stockholders.

The Company's common stock is quoted on the OTCQB and trades under
the symbol "LEOM."  On  Aug. 31, 2016, the last reported sale price
of the Company's common stock as reported on the OTCQB was $0.18
per share.

A full-text copy of the Form S-1/A is available for free at:

                       https://is.gd/jbxEHc

                         About Leo Motors

Headquartered in Hanam City, Gyeonggi-do, Republic of Korea, Leo
Motors, Inc., a Nevada corporation, is currently engaged in the
research and development of multiple products, prototypes and
conceptualizations based on proprietary, patented and patent
pending electric power generation, drive train and storage
technologies.

In 2011, the Company determined its investment in Leo B&T Inc. an
investment account was impaired and recorded an expense of
$4.5 million.  During the 2012 year the Company had a net non
operating income largely from the result of the forgiveness of
debt for $1.3 million.

Leo Motors reported a net loss of US$4.49 million on US$4.29
million of revenues for the year ended Dec. 31, 2015, compared to a
net loss of US$4.48 million on US$693,000 of revenues for the year
ended Dec. 31, 2014.

As of June 30, 2016, Leo Motors had US$7.42 million in total
assets, US$6.1 million in total liabilities and US$1.30 million in
total equity.


LINN ENERGY: Hires KPMG as Auditors and Accounting Advisors
-----------------------------------------------------------
Linn Energy, LLC and its debtor-affiliates seek permission from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
KPMG LLP as auditors and accounting advisors, nunc pro tunc to July
21, 2016.

The Debtors require KPMG to:

Audit Services:

     a. integrated Audit of consolidated balance sheets of Linn
Energy, LLC as of December 31, 2016 and 2015, the related
consolidated statements of operations, unitholders' equity, and
cash flows for each of the years in the three-year period ended
December 31, 2016 and the related notes to the financial statements
and audit of internal control over financial reporting as of
December 31, 2016;

     b. integrated Audit of balance sheets of LinnCo, LLC as of
December 31, 2016 and 2015, the related statements of operations,
shareholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 2016 and the related notes to
the financial statements and audit of internal control over
financial reporting as of December 31, 2016;

     c. audit of balance sheets of Berry Petroleum Company, LLC as
of December 31, 2016 and 2015, the related statements of
operations, members' equity, and cash flows for each of the years
in the three-year period ended December 31, 2016 and the related
notes to the financial statements;

     d. perform quarterly review procedures for the fiscal quarter
end dates of March 31, 2016, June 30, 2016, and September 30, 2016
(collectively, the "2016 Audit");

     e. if requested and agreed, prepare and issue Comfort Letter;

     f. if requested and agreed, prepare and issue Comfort Letter
for Debt/Equity Offerings;

     g. if requested and agreed, prepare consents; and

     h. consult with Debtors' management with respect to
accounting, internal controls or disclosure matters.

Accounting Advisory Services:

     a. provide technical advice to the Debtors on interpretation
and application of accounting standards including identification of
options, offering suggestions for Debtors' consideration to improve
disclosure and financial statement quality and giving updates on
recent developments with accounting standards-setters;

     b. perform gap analysis of data requirements required to
comply with accounting standards;

     c. make observations and recommendations on the Debtors'
drafted materials;

     d. at the Debtors' direction, discuss with the appropriate
members of management KPMG's accounting analysis observations
regarding the Debtors' accounting for the transactions, including
explanation on how applicable accounting principles apply to the
transaction, offering generic sample journal entries for
illustrative purposes, and reviewing the Debtors' preliminary
conclusions;

     e. participate in the conduct of follow-up interviews with
selected individuals regarding the identified transactions;

     f. participate in the Debtors' meetings and conference calls
regarding accounting matters around the transactions;

     g. provide comments and suggestions on the Debtors'
documentation of the accounting analysis relating to transactions,
including documentation of background information, transaction
facts and circumstances, and how applicable literature applies to
the transaction. All conclusions will be determined and documented
by the Debtors;

      h. assist in identification of training needs; and

      i. develop and conduct accounting technical training, in
relation to general knowledge and understanding of accounting
technical standards.

The Debtors have agreed to pay  KPMG the proposed compensation in
the Engagement Letter.

Audit Services:

KPMG and the Debtors have agreed to a total fixed fee of
$2,775,000.00 for services related to integrated audits, financial
statement audits, and quarterly review services. Of the Fixed Fee,
approximately $1,110,000.00 was paid to KPMG by the Debtors
prepetition. Pursuant to the Engagement Letters, the remaining
amount of the Fixed Fee will be billed in four monthly installments
of $372,500.00.

Should the Debtors request, and KPMG agree, performance of any of
the reports or services provided below will be compensated as
noted:

    Comfort Letter (per occurrence)     $75,000-$100,000

    Comfort Letter for Debt/Equity      $125,000-$175,000
    Offerings (per occurrence)

    Consents (per occurrence)           $25,000-$35,000

    Consultations with Debtors          Not to exceed $250,000
    management with respect to
    accounting, internal controls or
    disclosure matters

Accounting Advisory Services:

    Partners/Managing Directors          $700.00
    Directors                            $560.00
    Managers                             $480.00
    Senior Associates                    $380.00
    Associates                           $270.00

KPMG received a retainer in the amount of $277,500.00 prior to the
Petition Date, which was applied to outstanding services incurred
prior to the Petition Date.

According to KPMG's books and records, during the 90-day period
prior to the Petition Date, KPMG received $1,110,000.00 from the
Debtors for professional services performed and expenses incurred.

Mark L. Zajac, CPA, partner of KPMG 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.

KPMG can be reached at:

    Mark L. Zajac, CPA
    KPMG LLP
    811 Main Street, Suite 4400
    Houston, Texas
    Tel: +1 713.319.2000
    Fax: +1 713.319.2041

                    ??About Linn Energy

Headquartered in Houston, Texas, Linn Energy, LLC, and its
affiliates are independent oil and natural gas companies.????Each
of Linn Energy, LLC, and 14 of its subsidiaries filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Lead Case No. 16-60040) on May 11, 2016.????The petitions were
signed by Arden L. Walker, Jr., chief operating officer of LINN
Energy.

The Debtors have hired Paul M. Basta, Esq., Stephen E. Hessler,
Esq., Brian S. Lennon, Esq., James H.M. Sprayregen, Esq., and
Joseph M. Graham, Esq., at Kirkland & Ellis LLP and Kirkland &
Ellis International LLP as general bankruptcy counsel, Jackson
Walker L.L.P. as co-counsel, Lazard Freres & Co. LLC as financial
advisor, AlixPartners as restructuring advisor and Prime Clerk LLC
as claims, notice and balloting agent.

Judge David R. Jones presides over the cases.

The Office of the U.S. Trustee has appointed five creditors of Linn
Energy LLC to serve on the official committee of unsecured
creditors.


LITHIA CHRISTIAN: Unsecureds to Be From Proceeds of Asset Sale
--------------------------------------------------------------
Lithia Christian Center, Inc., filed with the U.S. Bankruptcy Court
for the Northern District of Georgia a disclosure statement for the
Debtor' plan of reorganization dated Aug. 17, 2016.

Holders of Class 5 General Unsecured Claims will be paid in full
with the net proceeds remaining from the sale of the Debtor's
properties after the satisfaction of the (i) Class 2 Hamilton
secured claim; (ii) Class 4 IRS secured claim; and (iii) Class 6
GDR priority claim; and (iv) Class 1 Douglas County priority claim.
Unsecured claims total $25,390.69 and are impaired.  

The source of funds for the payments pursuant to the Plan is the
sale of the properties, the continued operations of Lithia
Christian Center, Inc., as a non-profit school and any rental
income from the rental of the residential properties or the
church.

The Disclosure Statement is available at:

            http://bankrupt.com/misc/ganb15-73029-48.pdf

The Plan was filed by the Debtor's counsel:

     Cameron M. McCord, Esq.
     Leon S. Jones, Esq.
     JONES & WALDEN, LLC
     21 Eighth Street, NE
     Atlanta, Georgia 30309
     Tel: (404) 564-9300
     E-mail: cmccord@joneswalden.com
             ljones@joneswalden.com

          About Lithia Christian Center, Inc.

Lithia Christian Center, Inc., is located at 2548 Vulcan Drive,
Lithia Springs, Georgia and operates as both a state chartered
pre-school and a k-12 school.  There is also a church located on
the 2548 Vulcan Drive property that the Debtor rents to The Church
at the Well, Inc., on a month to month basis.  The Debtor is
currently managed by its board of directors.  It employs 14 full
time employees and substitute teachers on an as needed basis.  The
Debtor also owns four residential properties generally known as (a)
3558 Grovers Lake, Lithia Springs, Georgia, (b) 3574 Grovers Lake,
Lithia Springs, Georgia, (c) 7451 W. Lake Drive, Lithia Springs,
Georgia, and (d) 7499 Vulcan Drive, Lithia Springs, Georgia.

The Debtor filed a Chapter 11 bankruptcy petition (Bankr. N.D.Ga.
Case No. 15-73029) on Dec. 1, 2015.  Cameron M. McCord, Esq., at
Jones & Walden, LLC, as bankruptcy counsel.


LOUISIANA-PACIFIC CORP: S&P Rates Proposed $350MM Sr. Notes 'BB'
----------------------------------------------------------------
S&P Global Ratings said it assigned its 'BB' issue-level rating to
Nashville, Tenn.-based building product manufacturer
Louisiana-Pacific Corp.'s proposed $350 million senior unsecured
notes due 2024.  The recovery rating is '3', reflecting S&P's
expectation of meaningful (50%-70%; at the upper half of the range)
recovery in the event of default.

The company will use proceeds from the proposed transaction to
redeem $350 million of its existing senior unsecured notes due
2020.  The transaction will allow the company to extend the tenor
of its capital structure and reduce interest expense.

The 'BB' corporate credit rating and stable outlook on
Louisiana-Pacific are unchanged and reflect the company's fair
business risk and aggressive financial risk profile.

Ratings List

Louisiana-Pacific Corp.
Corporate Credit Rating               BB/Stable/--

New Rating

Louisiana-Pacific Corp.
Senior Unsecured
  $350 mil sr notes due 2024           BB
   Recovery Rating                     3H


LPATH INC: Amends Bylaws to Update Forum Selection Clause
---------------------------------------------------------
The Board of Directors of Lpath, Inc., approved and adopted the
Amended and Restated Bylaws of the Company.  The Bylaws include an
update for a forum selection clause specifying Delaware as the sole
and exclusive forum for derivative or breach of duty suits or
proceedings, claims relative to the General Corporation Law of
Delaware, the Certificate of Incorporation or Bylaws of the
Company, or suits pertaining to the internal affairs of the
Company.

                         About LPath

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

LPath reported a net loss of $10.01 million on $1.59 million of
total revenues for the year ended Dec. 31, 2015, compared to a net
loss of $16.6 million on $5.08 million of total revenues for the
year ended Dec. 31, 2014.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company's recurring losses and
negative operating cash flows raise substantial doubt about the
Company's ability to continue as a going concern.


LPATH INC: Signs Merger Agreement With Apollo Endosurgery
---------------------------------------------------------
Lpath, Inc. and Apollo Endosurgery, Inc., announced that they have
entered into a definitive merger agreement under which the security
holders of Apollo would become the majority owners of Lpath.  Under
terms of the agreement, Lpath will issue new shares of its common
stock or rights to acquire its common stock to Apollo security
holders.  The Apollo security holders are expected to own
approximately 95.8 percent of the combined company and the Lpath
security holders are expected to own approximately 4.2 percent of
the combined company, subject to adjustments as described in the
merger agreement.

Concurrent with the closing of the merger, Apollo's major investors
have committed to invest approximately $29 million of new equity in
the combined company, which will form part of the Apollo 95.8
percent ownership.  The major investors include affiliates of PTV
Healthcare Capital, H.I.G. BioHealth Partners, Remeditex Ventures,
Novo A/S, and CPMG Inc.  As of June 30, 2016, Apollo's cash was
approximately $11.6 million and long term debt was approximately
$50 million.  Apollo's consolidated revenue for the calendar year
ended Dec. 31, 2015, was approximately $68 million.

The boards of directors of both Lpath and Apollo have unanimously
approved the transaction, which is subject to customary closing
conditions, including approval by the stockholders of each of Lpath
and Apollo.  The merger agreement contains certain termination
rights for both Lpath and Apollo.

The transaction is expected to close during the fourth quarter of
2016.  Upon closing of the transaction Lpath will be renamed Apollo
Endosurgery, Inc. and the combined company intends to apply for
listing on The NASDAQ Global Market under a new trading symbol.

Todd Newton, chief executive officer of Apollo, said, "Executing
this transaction with Lpath is an expedient way to introduce our
company to the public market.  With the additional equity support
we will receive from Apollo's major investors as part of this
transaction, we will have the resources to meet our near-term
business needs."

Gary Atkinson, Lpath's chief executive officer added, "Following an
extensive and thorough review of strategic alternatives, we have
chosen to merge with Apollo because we believe the transaction
provides Lpath stockholders with an attractive opportunity for
value appreciation."

As a result of the transactions, Lpath expects to record an
impairment loss estimated to be approximately $1.7 million
representing the carrying value of the patents and equipment
associated with its drug discovery and development operations.
Lpath expects to report the impairment loss in its Quarterly Report
on Form 10-Q for the quarter ended Sept. 30, 2016.
Piper Jaffray & Co. is the exclusive financial advisor for Apollo
in this transaction and Cooley LLP is Apollo's legal counsel.
Lpath's exclusive financial advisor in the transaction is Torreya
Partners LLC and Lpath's legal counsel is Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP.

A full-text copy of the Agreement and Plan of Merger and
Reorganization is available for free at https://is.gd/0P1ZVk

                   Management and Organization

The directors and executive officers of Lpath will resign from
their positions with Lpath upon the closing of the proposed merger,
and the combined company will be under the leadership of Apollo's
Newton and its current executive management team.   Following the
closing of the proposed merger, the Board of Directors of the
combined company is expected to consist of nine members all of whom
will be designated by Apollo, including representatives of each of
Apollo's five major investors.  Chairman of the Board of the
combined company will be Richard J. Meelia, former Chairman and
Chief Executive Officer of Covidien Ltd.  The corporate
headquarters will be located in Austin, TX.

                   Conference Call & Webcast

Management of both Apollo and Lpath will host a joint conference
call to discuss the transaction on Monday, September 12 at 4:30
p.m. EST.  Interested participants and investors may access the
conference call by dialing 1-855-239-3117 for domestic callers or
1-412-542-4126 for international callers or 1-855-669-9657 for
Canada callers and ask to join the Lpath conference call.  The
conference call will be webcast live under the investor relations
section of the Lpath website at www.Lpath.com and will be archived
there for 60 days following the call.

                          About Apollo

Apollo Endosurgery, Inc. is a medical device company focused on
less invasive therapies for the treatment of obesity, a condition
facing over 500 million people globally, as well as other
gastrointestinal disorders.  The Company's device based therapies
are an alternative to invasive surgical procedures, thus lowering
complication rates and reducing total healthcare costs.  Apollo's
products are offered in over 80 countries today.  For more
information regarding Apollo Endosurgery, go to:
http://www.apolloendo.com/

                         About LPath

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

LPath reported a net loss of $10.01 million on $1.59 million of
total revenues for the year ended Dec. 31, 2015, compared to a net
loss of $16.55 million on $5.08 million of total revenues for the
year ended Dec. 31, 2014.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company's recurring losses and
negative operating cash flows raise substantial doubt about the
Company's ability to continue as a going concern.


LUCAS ENERGY: Chairman Richard Azar Owns 37.9% Stake as of Aug. 25
------------------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, Richard N. Azar, II disclosed that as of Aug. 25, 2016,
he beneficially owns 7,350,665 shares of common stock (which
includes 3,941,280 shares of Common Stock issuable upon conversion
of 552,000 outstanding shares of Series B Redeemable Convertible
Preferred Stock) of Lucas Energy, Inc., representing 37.9 percent
of the shares outstanding.

RAD2 Management, LLC and RAD2 Minerals, Ltd. also reported
beneficial ownership of 4,837,385 shares of Common Stock (which
includes 1,428,000 shares of Common Stock issuable upon conversion
of 200,000 shares of Series B Redeemable Convertible Preferred
Stock).  Segundo Resources, LLC disclosed beneficial ownership of
2,513,280 shares of Common Stock (issuable upon conversion of
352,000 shares of Series B Redeemable Convertible Preferred
Stock).

RAD2 LLC is the general partner of RAD2.  Azar is the managing
member of RAD2 LLC.  By virtue of these relationships, each of RAD2
LLC and Azar may be deemed to beneficially own the securities
beneficially owned by RAD2.

Azar is the managing member of Segundo.  By virtue of this
relationship, Azar may be deemed to beneficially own the securities
beneficially owned by Segundo.

Azar was appointed as a member of the Board of Directors and
chairman of the Company on Aug. 26, 2016.

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

                       https://is.gd/maXvhj

                       About Lucas Energy

Based in Houston, Texas, Lucas Energy (NYSE MKT: LEI) --
http://www.lucasenergy.com/-- is a growth-oriented, independent
oil and gas company engaged in the development of crude oil,
natural gas and natural gas liquids in the Hunton formation in
Central Oklahoma in addition to the Austin Chalk and Eagle Ford
formations in South Texas.

Lucas Energy reported a net loss of $25.4 million for the year
ended March 31, 2016, compared to a net loss of $5.12 million for
the year ended March 31, 2015.

As of June 30, 2016, Lucas Energy had $14.73 million in total
assets, $12.91 million in total liabilities and $1.82 million in
total stockholders' equity.

Hein & Associates LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended March 31, 2016, citing that the Company has incurred
significant losses from operations and had a working capital
deficit of $9.6 million at March 31, 2015.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.


LUCAS ENERGY: Sold 53 Shares of C Stock for $500,000
----------------------------------------------------
Lucas Energy, Inc., issued and sold 53 shares of its Series C
redeemable convertible preferred stock and a warrant to purchase
1,111,112 shares of its common stock in an initial closing
pursuant to the stock purchase agreement that it had entered into
with an accredited institutional investor on April 6, 2016.  The
terms of the Series C Stock, the Second Warrant and the Stock
Purchase Agreement were previously reported in the Company's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on April 7, 2016.

The sale and issuance of the securities have been determined to be
exempt from registration under the Securities Act of 1933 in
reliance on Sections 3(a)(9) and 4(a)(2) of the Securities Act of
1933, as amended, Rule 506 of Regulation D promulgated thereunder
and Regulation S promulgated thereunder, as transactions by an
issuer not involving a public offering.  The Investor has
represented that it is an accredited investor, as that term is
defined in Regulation D, it is not a U.S. Person, and it is
acquiring the securities for its own account.  The Company received
gross proceeds of $500,000 from the sale and issuance of the 53
shares of Series C Stock and, as previously disclosed, will pay
placement agent fees of $47,500 for services rendered in connection
with the Initial Closing.

                     About Lucas Energy

Based in Houston, Texas, Lucas Energy (NYSE MKT: LEI) --
http://www.lucasenergy.com/-- is a growth-oriented, independent
oil and gas company engaged in the development of crude oil,
natural gas and natural gas liquids in the Hunton formation in
Central Oklahoma in addition to the Austin Chalk and Eagle Ford
formations in South Texas.

Lucas Energy reported a net loss of $25.4 million for the year
ended March 31, 2016, compared to a net loss of $5.12 million for
the year ended March 31, 2015.

As of June 30, 2016, Lucas Energy had $14.73 million in total
assets, $12.91 million in total liabilities and $1.82 million in
total stockholders' equity.

Hein & Associates LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended March 31, 2016, citing that the Company has incurred
significant losses from operations and had a working capital
deficit of $9.6 million at March 31, 2015.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.


MARION MICHELLE: City of West Richland Seeks Ch. 11 Trustee
-----------------------------------------------------------
The City of West Richland asks the United States Bankruptcy Court
for the Eastern District of Washington to appoint a Chapter 11
Trustee in the Chapter 11 case of Marion Michelle Mackey Marcum,
dba West Richland Municipal Golf Course.

The City asserts that the appointment of a Chapter 11 trustee would
complete the entry of the order approving Approving the Debtor's
Plan.  The City says the performance on that plan is the obvious
choice that protects both the creditors and the debtor.

The City points out that a schedule filed with the Plan depicts the
negative impact and unnecessary expense of a Chapter 7 liquidation
sought by the United States Trustee.  Chapter 7 trustees are
appointed to liquidate and are ill suited for operating a complex
business involving the golf course, restaurant and related
services, the City asserts.  When the operation of the business of
the Debtor in Possession is required and may extend over several
months, a chapter 11 Trustee is not only preferable as a matter of
common sense to a chapter 7 liquidating trustee, it is a specific
basis for appointment under the Bankruptcy Code, the City further
asserts.

City of West Richland is represented by Dillon E. Jackson, Esq., of
the Foster Pepper PLLC.

Marion Michelle Mackey Marcum filed a Chapter 11 petition Bankr.
E.D. Wash. Case No. 15-02005) on June 4, 2015.


MAX EXPRESS: Creditors' Panel Hires Braun as Property Appraiser
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Max Express, Inc.,
seeks authorization from the U.S. Bankruptcy Court for the Central
District of California to employ Braun Appraiser & Auctioneers as
personal property appraiser for the Committee.

Based on the monthly operating reports filed in this case, the
Debtor pays $25,000 in the first day of each month to Catherine Mo,
a 50% owner of the Debtor, pursuant to the leased dated December
for its premises located at 22420 S. Alameda St., Carson,
California 90810. The Committee is unaware of any written extension
of the Lease beyond its initial term; however, it is the
Committee's understanding that the Debtor continues to operate
under the terms of the Lease on a month-to-month basis at the
original $25,000 monthly rent.

Because Ms. Mo is an insider, it is reasonable and necessary to
determine whether the monthly lease payment of $25,000 represents
the fair value of leasing the Premise currently and on a historical
basis.

Braun will evaluate the fair lease value of the Premises currently,
and will also evaluate the fair lease value during the four years
prior to the Petition Date.

Braun has agreed to a fixed fee of $5,000 as compensation for the
requested valuation services.

Anthony E. Fitzgerald, senior appraiser/broker of Braun Appraiser &
Auctioneers, assured the Court that the firm does not represent any
interest adverse to the Debtors and their estates.

Braun can be reached at:

       Anthony E. Fitzgerald
       Braun Appraiser & Auctioneers
       1230 Rosecrans Ave, Suite 160    
       Manhattan Beach, CA 90266

                       About Max Express??????

Max Express, Inc., is a trucking company located in Carson,???
California that provides trucking services throughout the western
United States.????It has approximately 30 trucks and 37 employees,
including the truck drivers and principals of the Debtor.????The
Debtor rents real property located at 22420 S. Alameda 10 Street,
Carson, CA 90810, for the premises used as its place of business.
??????The Debtor sought protection under Chapter 11 of the
Bankruptcy??? Code (Bankr. C.D. Cal. Case No. 16-14868) on April
15, 2016.????The petition was signed by Richard Mo,
secretary.????The case is assigned to Judge Deborah J.
Saltzman.????The Debtor estimated both assets and liabilities in
the range of $1 million to $10 million.

The Office of the U.S. Trustee on June 10, 2016, appointed three
creditors of Max Express, Inc., to serve on the official committee
of unsecured creditors. The Committee retained Levene, Neale,
Bender Yoo & Brill as its counsel.



MAZOR'S BAKERY: Unsecureds To Get 3%-10% Recovery
-------------------------------------------------
Mazor's Bakery LLC filed with the U.S. Bankruptcy Court for the
Eastern District of New York a disclosure statement describing the
Debtor's plan of reorganization.

Under the Plan, Class I and Class II General Unsecured Claims are
impaired.  

Class I consists of two groups of FLSA claims of former employees.
The first claim of Lucia Montes de Oca, Nohelia Murillo, Gladiz
Alvarez and Graciela Alvares-Leon total $1,134,600.  The Debtor
proposes to pay these creditors 3% dividend of their $34,038
allowed claims in 60 equal monthly installments of $567.30.

The second claim of Ana Guardado, Arceli Flores, Arturo De La Luz,
Emilla Escamilla, Janeth Huapaya, Maria Gonzales, Ofelia Perez,
Veronica Macuitl, Marilu Chiriboga total $356,386.91.  The Debtor
proposes to pay these creditors 3% dividend of their $10,691.60
allowed claims in 60 equal monthly installments of $178.20.

Class II claims of David Rosen Bakery Supplies Inc., a supplier and
a holder of a judgment lien and an executed confession of judgment
in the amount of $97,500, will receive a payment of 10% of his
claim, $9,750 over 60 months, amounting to $162.50 monthly.

The entity's reorganization plan is to maximize revenue by
streamlining business operations, cutting down on nonessential
expenditures and using business income to reorganize and offer
varying structures of repayment to the two separate classes of
creditors.

Isaac Mazor will be contributing personal funds in the amount of
$200 toward the unsecured general claims to confirm the Debtor's
Plan which constitutes a new value contribution, in order to retain
their equity interest in the Debtor.  Mr. Mazor will also be
contributing funds from his personal salary as funding in his
personal Chapter 11 plan of reorganization, which will be offered
in combination with the funding proposed by the Debtor.

Payments and distributions under the Plan will be funded by
continued operation and increased earnings of the Debtor.

The Disclosure Statement is available at:

            http://bankrupt.com/misc/nyeb15-44176-67.pdf

                   About Mazor's Bakery

Mazor's Bakery LLC is a corporation formed under the laws of the
State of New York located at 1785 McDonald Avenue, Brooklyn, NY
11230.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 15-44176) on Sept. 10, 2015.  Alla Kachan, Esq.,
at the Law Offices Of Alla Kachan, P.C., serves as the Debtor's
bankruptcy counsel.


MCDONALD BUILDING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: McDonald Building, LLC
        7595 East McDonald Drive
        Suite 120
        Scottsdale, AZ 85250

Case No.: 16-10430

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: September 9, 2016

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

Judge: Hon. Madeleine C. Wanslee

Debtor's Counsel: Lindsi M. Weber, Esq.
                  GALLAGHER & KENNEDY, PA
                  2575 E. Camelback Rd.
                  Phoenix, AZ 85016
                  Tel: 602-530-8202
                  Fax: 602-530-8500
                  E-mail: lindsi.weber@gknet.com
                          john.clemency@gknet.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ceasar A. Perez, manager.

The Debtor has no unsecured creditor.

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

          http://bankrupt.com/misc/azb16-10430.pdf


MEDIWARE INFORMATION: Moody's Assigns B2 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service  assigned a B2 corporate family rating
and B3-PD probability of default rating to Mediware Information
Systems, Inc. ("Mediware"), a provider of software solutions to the
healthcare industry. Moody's also assigned B2 ratings to the
company's proposed $330 million senior secured first lien term loan
and revolver. Proceeds from the debt issuance will be used to
refinance existing debt as well as to fund a distribution to
private equity owner Thoma Bravo. The ratings outlook is stable.

RATINGS RATIONALE

The B2 corporate family rating reflects Mediware's high leverage
levels, small scale and acquisition appetite, offset to some degree
by the company's demonstrated cash generating capabilities
resulting from a stable and predictable base of software
maintenance and subscription revenues. Pro forma debt to EBITDA is
approximately 5.3x (including adjustments for certain one-time
costs) based on unaudited results of the fiscal year ended June 30,
2016, but is expected to decline to under 5x over the next 12 to 18
months driven by EBITDA growth and debt repayment. Mediware
provides critical enterprise resource planning and electronic
health record systems to the non-acute healthcare market.
Mediware's products are "sticky" as the software can be difficult
to remove once fully integrated into a care provider's operations.
As a result, Mediware has exhibited maintenance retention rates in
excess of 90%, leading to stable free cash flow generation. Moody's
expects free cash flow to debt will be in excess of 5% over the
next 12 to 18 months. The non-acute care software market is
fragmented, and it is expected to grow over the medium-term due to
increasing adoption of IT systems by non-acute healthcare
providers. Mediware's EBITDA growth is expected to be driven by low
to mid-single digit organic revenue growth, supplemented by
occasional acquisition activity which could delay de-leveraging or
if large enough, increase leverage.

Liquidity is expected to be good based on an estimated $20 million
of cash on hand at closing, an undrawn $30 million revolver and an
expectation of free cash flow in excess of $20 million over the
next 12 months.

The stable outlook reflects Moody's expectation of revenue growth
in the low to mid-single digits and the expectation of free cash
flow to debt of more than 5% over the next 12 to 18 months. Given
the company's acquisition strategy, an upgrade is unlikely in the
near term. The company could be upgraded if leverage is expected to
be sustained below 4x and free cash flow to debt is on track to be
sustained above 10%. Mediware could be downgraded if performance
deteriorates materially or leverage is sustained over 6x, liquidity
weakens or free cash flow to debt is expected to be below 5% on
other than a temporary basis.

Assignments:

   Issuer: Mediware Information Systems, Inc.

   -- Corporate Family Rating, Assigned at B2

   -- Probability of Default Rating, Assigned at B3-PD

   -- Senior Secured First Lien Revolving Credit Facility,
      Assigned B2 (LGD3)

   -- Senior Secured First Lien Term Loan, Assigned B2 (LGD3)

   -- Outlook, Assigned at Stable

The principal methodology used in these ratings was Software
Industry published in December 2015.

Mediware Information Systems, Inc. is a provider of healthcare
enterprise software. The company, headquartered in Lenexa, Kansas,
had revenues of approximately $150 million for the fiscal year
ended June 30, 2016.


MONITRONICS INT'L: Moody's Assigns B2 Rating on New Secured Debt
----------------------------------------------------------------
Moody's Investors Service affirmed Monitronics International,
Inc.'s B3 Corporate Family Rating ("CFR"), B3-PD Probability of
Default Rating, and SGL-3 Speculative Grade Liquidity rating, and
assigned B2 ratings to its new $700 million B-2 term loan and $400
million senior secured notes.  Proceeds from the new senior secured
debt, as well $26 million in drawings under a new, unrated $295
million, super-priority revolver (which will replace the company's
existing $315 million revolver) will be used to pay down $943
million of existing term loan debt and $154 million of revolver
borrowings, and to cover fees and expenses.  The Caa2 rating on
Monitronics' existing $585 million unsecured notes was also
affirmed.  The outlook was changed to stable, from negative.

Assignments:

Issuer: Monitronics International, Inc.

  Senior Secured Term Loan, due 2022, Assigned B2 (LGD3)
  Senior Secured Notes, due 2023, Assigned B2 (LGD3)

Outlook Actions:

  Outlook changed to stable, from negative

Affirmations:

  Probability of Default Rating, Affirmed B3-PD
  Corporate Family Rating, Affirmed B3
  Speculative Grade Liquidity Rating, Affirmed SGL-3
  Senior Unsecured Notes due 2020, Affirmed Caa2 (LGD5)

                           RATINGS RATIONALE

The change in Monitronics' outlook to stable, from negative,
reflects an improved liquidity position that will result from the
residential-alarm-monitoring company's proposed refinancing of its
senior secured debt, including a heavily used revolver that was
scheduled to expire next year.  The refinancing will push term loan
debt maturities to 2022 (versus 2018 for the earliest-scheduled of
the existing term loans) and allows for substantial external
liquidity in the form of the new $295 million revolver that will be
minimally drawn at closing and that expires in late 2021. Certain
of the existing credit facilities' covenants will be, generally,
loosened or eliminated with the new senior secured credit program.

In addition to the improved liquidity position, Monitronics has
made progress in its operations and strategic initiatives.  While
unit attrition will continue to rise, as expected -- due to cohort
effects and the 2G conversion process -- to 14% or higher over the
next year, price increases implemented a year ago have helped RMR
attrition to improve, having reached 12.5% for the June 30th LTM
period, as compared with 13.4% in 2015. (Normalized or "core" RMR
attrition would be at 11.7%.)  Creation multiples improved in both
2016 first-half quarters, for the first time in two years, partly
as the result of market forces and partly as the result of
management's having renegotiated dealer contracts and reduced
purchases of subscribers from its more expensive dealers.
Monitronics' creation multiple stood at close to 37.0x at year-end
2015, as compared with 35.5x at June 30, 2016.  Moody's expects the
company will continue to focus on improving attrition and creation
costs, while deleveraging may resume once the 2G-conversion project
is completed.

The B3 CFR reflects the heightened operational and market risks
Monitronics is facing, as it seeks to rein in expenses, improve
high attrition, and adjust its dealer-only model to cyclical costs
for acquiring subscribers.  The integration of LiveWatch, a
fast-growing D-I-Y home-security provider acquired in early 2015,
has been going well (especially in term of RMR and ARPU growth),
but the acquired company's margins are lower than Monitronics' core
business, which has cut into profitability.  As in 2015, heavy
costs for converting tens of thousands of customers from their 2G
wireless spectrum (a process that itself will exacerbate attrition)
will hamper free cash flow this year, as will expenses incurred for
initiatives undertaken to improve marketing effectiveness and to
combat higher attrition.  In turn, borrowings under the revolving
credit facility will likely continue to be heavy, peaking at as
much as 50% of the commitment, but possibly a bit more subdued than
in the recent past as the company curbs subscriber acquisitions and
focuses on fundamental alarm-monitoring metrics.

Moody's expects free cash flow will run at a negative $60 to $70
million over the next twelve months, even with the assumption that
Monitronics moderately scales back the pace of subscriber
acquisitions.  The resultant reliance on the revolver for
operational initiatives and to fund purchases of new subscriber
contracts from dealers will likely prevent meaningful deleveraging
over the next year.  Moody's notes that, in its priority of
payments waterfall, the super-priority revolver has precedence of
payments, relative to the secured term loan and the secured notes,
from the proceeds of any default- or bankruptcy-related
liquidation.

The ratings could be downgraded if attrition rates rise more than
expected, dealer multiples fail to moderate, or liquidity
deteriorates.  The ratings could be upgraded if attrition rates and
dealer multiples improve and Moody's believes that Monitronics can
sustain solidly positive steady-state free cash flow.

With Moody's-expected revenues of about $565 million in 2017,
Monitronics International, Inc. provides alarm monitoring services
to about 1.1 million, mainly residential customers in the U.S.
Monitronics is owned by Ascent Capital Group, Inc. ("Ascent
Capital", ticker: ASCMA).

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


MONITRONICS INT'L: S&P Cuts CCR to B- on Weaker Operating Metrics
-----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
Dallas-based Monitronics International Inc. to 'B-' from 'B'.  The
rating outlook is stable.

At the same time, S&P assigned its 'B-' issue-level rating and '4'
recovery rating to the company's proposed $700 million first-lien
term loan due 2022 and $400 million senior secured notes due 2023.
The '4' recovery rating indicates S&P's expectation for average
(30%-50%; upper half of the range) recovery of principal for
lenders in the event of a payment default.

S&P also lowered its issue-level rating on the company's existing
first-lien debt, including the $315 million revolver due 2017, the
$404 million term loan due 2018, and the $550 million term loan due
2022 (all of which are being refinanced), to 'B-' from 'B'.  S&P
revised the recovery rating to '4' from '3'.  The '4' recovery
rating indicates S&P's expectation for average (30%-50%; upper half
of the range) recovery of principal for lenders in the event of a
payment default.

Additionally, S&P lowered its issue-level rating on the
$585 million senior unsecured notes due 2020 to 'CCC' from 'CCC+'.
The recovery rating is unchanged at '6', indicating S&P's
expectation for negligible (0%-10%) recovery of principal for
lenders in the event of a payment default.

"The downgrade reflects our view that Monitronics will continue to
report negative free operating cash flow and rising leverage even
as it experiences little growth in its subscriber base over the
next 18 months," said S&P Global Ratings' credit analyst Kenneth
Fleming.  Recently, the company has been challenged by high
subscriber attrition and historically high dealer multiples to
purchase new subscribers.  These factors have made it expensive to
replace subscribers lost from attrition, since Monitronics sources
most of its customers from its third-party dealer network.

"The stable outlook reflects our expectation that Monitronics will
be able to service higher interest expense under the new capital
structure," said Mr. Flemming.  "Although we expect the company to
generate negative free cash flow over the next 24 months, we
project gradual improvement in attrition and creation costs, which
will enable the company to reduce its cash usage."

S&P could lower its corporate credit rating on Monitronics if the
company's account creation costs increase or attrition rises
further, resulting in significant declines in its subscriber base,
less-than-adequate liquidity, or if it sustains headroom on any
covenants below 10%.

S&P could raise the rating if attrition and creation costs improve
to allow free cash flow to debt increased above 3% on a sustained
basis.


NAVISTAR INT'L: Fitch Puts 'CCC' IDR on Rating Watch Positive
-------------------------------------------------------------
Fitch Ratings has placed the ratings for Navistar International
Corporation (NAV), Navistar, Inc., and Navistar Financial
Corporation (NFC) on Rating Watch Positive following the
announcement by NAV and Volkswagen Truck & Bus GmbH (VW T&B) of a
strategic alliance between the two.  VW T&B is a wholly owned
subsidiary of Volkswagen AG.

The strategic alliance includes an equity investment by VW T&B
equal to 16.6% of NAV's common shares on a pro forma basis that
will result in $256 million of cash proceeds to NAV, agreements to
collaborate on powertrain and other technologies, a procurement
joint venture (JV), and the addition of two VW T&B representatives
to NAV's board of directors.  A joint alliance board will oversee
alliance arrangements.  Closing of the share purchase agreement and
implementation of the alliance will be subject to regulatory
approvals and certain closing conditions.

The Positive Watch reflects Fitch's expectation that the equity
investment and strategic alliance will create benefits for NAV
including a moderate increase in near-term liquidity and financial
flexibility, $200 million of annual synergies by the end of five
years ($500 million cumulative by year five), and opportunities to
leverage technology with VW T&B.  An expansion of NAV's
technological capabilities could involve engines sourced internally
or from within the alliance for use in NAV trucks, a larger parts
business, and opportunities to share technology development costs
for trucks, engines, and digital technology related to data and
analytics.  NAV's dealer base would improve VW T&B's access to the
North America (NA) market where VW T&B has a limited presence.

Fitch expects to resolve the rating watch after it has an
opportunity to review additional details of the transaction and
assess the impact on NAV's credit profile.  The ratings could be
upgraded by one notch depending on the pace of operating
improvements from the alliance, Fitch's estimate of near-term free
cash flow (FCF) and liquidity, and the impact on customer
confidence and NAV's future market share.  Fitch notes that some
aspects of the alliance will become effective gradually, including
the use of VW T&B power train components in NAV trucks which could
occur beginning in 2019, realizing benefits from common sourcing,
and product introductions associated with collaboration on
technology.  NAV still faces near-term challenges including the
cyclical downturn in the NA heavy-duty truck market and a slow
recovery in market share.  However, concerns about liquidity are
reduced by the planned equity investment by VW T&B, and Fitch
believes a more extensive alliance is possible which could further
strengthen NAV's credit profile.

                        KEY RATING DRIVERS

Fitch's 'CCC' Issuer Default Rating (IDR) for NAV incorporates
NAV's low liquidity and negative FCF which Fitch expects will
improve more slowly than originally expected, largely due to the
cyclical downturn in the heavy duty truck market in the U.S. and
Canada.  The downturn is making it more difficult for NAV to
rebuild market share, and weak industry conditions are contributing
to high used-truck inventory and competitive pricing. The negative
impact of these trends is partly offset by the improvement in core
EBITDA margins due to restructuring and NAV's strategy of focusing
on its core product markets.

Liquidity is adequate in the near term but continues to be a key
rating concern before considering the pending alliance with VW T&B.
Fitch believes NAV should be able to meet its projected
manufacturing cash and marketable securities balance of
approximately $800 million at the end of fiscal 2016.  Fitch
estimates this would be adequate to fund seasonally negative FCF
that would be expected in the first quarter of fiscal 2017 (1Q17))
but it will be sensitive to working capital requirements.  Fitch
believes there is a risk that negative FCF in 1Q17 could be lower
compared to 1Q16 due to pressure on earnings from lower sales
volumes and the impact of high used-truck inventory.

Anticipated cash balances at the end of fiscal 2016 would be lower
than the past two years, reducing NAV's capacity to adjust to
negative developments such as further deterioration of the truck
market, loss of market share, or adverse litigation resulting in a
large payment by NAV.  The next significant scheduled debt maturity
is $200 million in October 2018.  In recent years, NAV has received
modest funding from NFC, but Fitch expects this funding to decline
or reverse.

The company's EBITDA margin as calculated by Fitch was 3.9% at
April 30, 2016, on a last-12-months (LTM) basis, an improvement
compared to 1.4% in 2015 and low levels during the past several
years while NAV implemented its revised engine strategy.  In 2Q16,
NAV reported its first quarterly profit since 2012, but a full-year
profit for fiscal 2016 could be difficult to achieve because of
weak industry conditions.  The outlook for heavy duty truck demand
in NA has weakened since late 2015, and demand could be below
long-term replacement levels in 2016 and possibly decline again in
2017.  Benefits from restructuring together with solid results in
the parts business are mitigating the negative impact of lower
volumes and low market share.

NAV's operating results are also being affected by high inventories
of used trucks, competitive pricing, and charges for pre-existing
warranties.  Regular warranty costs remain below 3% of sales
compared to a peak level above 7% several years ago, although NAV
recognized $51 million of charges for pre-existing warranties in
1H16.  The cash impact will be spread out over future periods, and
the warranty charge appears to be contained. NAV's use of
third-party engines and emissions equipment reduces research and
development costs, as well as warranty costs, but also limits
margins.

Fitch expects manufacturing FCF in fiscal 2016 will remain negative
rather than become slightly positive as originally anticipated.
Funds from operations have improved steadily but are being offset
by working capital requirements partly associated with high
used-truck inventory, contributing to the recent deterioration in
FCF.  While a return to positive FCF is possible in 2017, weak
demand for heavy duty trucks and NAV's low market share could
pressure near-term results including FCF and constrain the
company's financial flexibility.  NAV has tax losses that can be
used to reduce future cash tax payments.  FCF as calculated by
Fitch excludes dividends from Financial Services and changes in
intercompany used-truck financing.

Other factors that negatively affect NAV's FCF include cash costs
for warranties and pension contributions.  NAV's net pension
obligation was just under $1.6 billion (61% funded) at fiscal
year-end (FYE) Oct. 31, 2015.  The company expects to contribute
nearly $100 million in 2016, including $40 million during the first
six months, and expects required annual contributions from 2017 to
2019 will be $100 million-$200 million.

NAV's market share of Class 8 trucks in the U.S and Canada was 11%
in 1H16, down from 12% in 2015 and 20% or higher prior to 2012, and
its share is behind the three other dominant commercial truck
makers.  Orders in NAV's traditional markets (Class 6-8 trucks and
school buses) were down 21% in 1H16, with the decline most
pronounced in Class 8 trucks. NAV's global truck business is also
down significantly due to economic weakness in Brazil, although the
business represented only 5% of NAV's consolidated revenue in 2015
as estimated by Fitch.  The medium-duty market is more stable and
NAV's share, while well below historical levels, is holding up
better.  NAV continues to invest in product development, which
could provide opportunities to regain market share over the long
term.

At April 30, 2016, debt/EBITDA was over 9x, reflecting low but
improved earnings.  Fitch does not include intercompany loans from
Financial Services in manufacturing debt, and leverage would be
higher when including these liabilities.  NAV's use of intercompany
funds from Financial Services includes loans and dividends.  The
net amount of loans and dividends provided to NAV in 1H16 was $97
million, some of which Fitch expects will be reversed in the second
half.  NAV made a small amount of repayments in 2015, net of
dividends from NFC.  Loans include used-truck inventory financing
utilized by NAV to facilitate new truck sales.

Litigation risks include a lawsuit by the U.S. Department of
Justice which is seeking penalties of up to $291 million on behalf
of the U.S. Environmental Protection Agency related to NAV's use of
engines during 2010 that did not meet emissions standards.  In the
event of an adverse outcome, a large payment would exacerbate
concerns about liquidity, although Fitch expects the timing of any
payments could be delayed in a lengthy litigation process.  Other
litigation includes class action lawsuits concerning NAV's
discontinued advanced EGR engines, and shareholder lawsuits.  In
March 2016, NAV reached a settlement with the SEC regarding its
investigation into NAV's accounting and disclosure practices,
resulting in a cease-and-desist order and, among other things,
NAV's payment of a $7.5 million penalty.

The Recovery Rating (RR) of '1' for Navistar, Inc.'s senior secured
term loan facility supports a rating of 'B', three levels above
NAV's IDR, as Fitch expects the loan would recover more than 90% in
a distressed scenario based on a strong collateral position.  The
'RR4' for senior unsecured debt reflects average recovery prospects
in a distressed scenario.  The 'RR6' for senior subordinated
convertible notes reflects a low priority position relative to
NAV's other debt.

                  NAVISTAR FINANCIAL CORPORATION

Fitch believes NFC is core to NAV's overall franchise.  Thus the
IDR of the finance subsidiary is directly linked to that of its
ultimate parent due to the close operating relationship and
importance to NAV, as substantially all of NFC's business is
connected to the financing of dealer inventory and trucks sold by
NAV's dealers.  The relationship is formally governed by the Master
Intercompany Agreement, as well as a provision referenced under
NFC's credit agreement requiring NAV or Navistar, Inc. to own 100%
of NFC's equity at all times.

NFC's operating performance and overall credit metrics are viewed
by Fitch to be neutral to NAV's ratings.  The company's performance
has not changed materially compared to Fitch's expectations, but
its financial profile remains tied to NAV's operating and financial
performance.  Total financing revenue decreased slightly for the
first six months of 2016 (6M16) ended April 30, 2016, resulting
from a decline in the average size of the wholesale and retail
portfolio partially offset by higher accounts revenue.  The average
finance receivables balance decreased to $1.4 billion for 6M16,
compared to $1.6 billion in the year-earlier period.

Asset quality of the underlying receivables portfolio remains
stable, reflecting the mature retail portfolio, which continues to
run off.  Charge-offs and provisioning has also been stable as NFC
continues to focus on its wholesale portfolio, which historically
has experienced lower loss rates versus the retail portfolio.

NFC's leverage remains relatively low compared to its captive peers
but has risen slightly in recent quarters due primarily to the
upstreaming of $125 million in dividends to the parent (partially
financed by an $80 million loan repayment to NFC) in 2015 and an
additional $30 million in dividends in 2Q16.  Balance sheet
leverage, as measured by total debt to equity, was 3.2x as of April
30, 2016.  Fitch believes NFC's leverage is appropriate and
consistent with other captive finance companies.  NAV continues to
utilize the strength of NFC's balance sheet to enhance liquidity at
the parent company, including re-establishing dividends and
intercompany borrowing between NAV and NFC.

The 'B-' rating assigned to the existing senior secured bank credit
facility reflects Fitch's view that the addition of a 1.35x
collateral coverage covenant in the amended bank credit facility
agreement on May 27, 2016 is a credit positive for lenders.  The
addition of this covenant helps support recovery ratings of 'RR3'
and mitigates Fitch's earlier concerns that NFC could securitize
all its remaining unencumbered assets, thereby leaving other senior
secured lenders in a subordinate collateral position to the
company's securitizations.

                           KEY ASSUMPTIONS

Fitch's key assumptions within the current rating case for NAV's
manufacturing business, before considering the alliance with VW
T&B, include:

   -- Manufacturing revenue in 2016 declines 15%-20% due to the
      industry downturn for heavy-duty trucks; termination of
      NAV's Blue Diamond Truck JV with Ford in 2015, a decline in
      exports, and pricing pressure;
   -- Industry demand for heavy-duty trucks declines in 2016 and
      possibly in 2017;
   -- NAV experiences no further significant declines in market
      share;
   -- FCF remains negative in 2016 and becomes slightly positive
      in 2017;
   -- EBITDA margins continue to improve slightly;
   -- Warranty expense, excluding adjustments to pre-existing
      warranties, remains below 3%.

                      RATING SENSITIVITIES

Navistar International Corporation

Fitch believes that the most likely resolution of the positive
rating watch is an upgrade to the IDR by one notch and that this
could occur if Fitch expects:

   -- Minimal risk that the strategic alliance will not receive
      regulatory approval;
   -- NAV will be able to realize the planned $200 million of
      annual synergies by the end of five years and $500 million
      cumulative by year five;
   -- Opportunities to leverage technology with VW T&B will result

      in the ability to source engines internally or from within
      the alliance and that this would boost margins;
   -- FCF becomes consistently positive.

Fitch could affirm the ratings if it expects benefits from the
alliance will be substantially less than estimated.

Navistar Financial Corporation

NFC's ratings are expected to move in tandem with its parent.
Therefore, positive rating momentum will be limited by Fitch's view
of NIC's credit profile.  However, negative rating action could be
driven by a change in the perceived relationship between NFC and
its parent.  Additionally, a change in profitability leading to
operating losses, a material change in leverage and/or
deterioration in the company's liquidity profile could also yield
negative rating actions.

The rating on the senior secured bank credit facility is sensitive
to changes in NFC's IDR, as well as the level of unencumbered
balance sheet assets in a stress scenario, relative to outstanding
debt.

Fitch cannot envision a scenario where NFC would be rated higher
than the parent.

                            LIQUIDITY

Navistar International Corporation

Liquidity at NAV's manufacturing business as of April 30, 2016
included cash and marketable securities totaling $730 million (net
of the Blue Diamond Parts joint venture cash and restricted cash).
NAV had limited availability under a $175 million ABL facility.
Liquidity was offset by current maturities of manufacturing
long-term debt of $83 million.  In addition to the ABL, NAV uses an
Intercompany Used Truck Loan from NFC under which $151 million was
outstanding at April 30, 2016.  NAV also had an outstanding
intercompany loan of $190 million from NFC.

Navistar Financial Corporation

Fitch deems NFC's current liquidity to be adequate given available
resources and the company's continued success in securitizing
originated assets but notes that liquidity may become constrained
if the parent materially increases its reliance on NFC to fund
operations or if NFC is unable to refinance a sufficient amount of
debt on economical terms.

As of April 30, 2016, NFC had $25.1 million of unrestricted cash
and approximately $462.8 million of availability under its various
borrowing facilities (subject to collateral requirements).  Fitch
views favorably NFC's ability to refinance a portion of its
borrowing facilities and access the capital markets at reasonable
terms, which should mitigate some potential near-term liquidity
concerns.

As of April 30, 2016, debt at NAV's manufacturing business totaled
$3.2 billion, including unamortized discount, and $2.1 billion at
the Financial Services segment, the majority of which is at NFC.

FULL LIST OF RATING ACTIONS

Fitch places these ratings on Rating Watch Positive:

Navistar International Corporation
   -- Long-Term IDR 'CCC';
   -- Senior unsecured notes 'CCC/RR4';
   -- Senior subordinated notes 'CC/RR6'.

Navistar, Inc.
   -- Long-Term IDR 'CCC';
   -- Senior secured term loan 'B/RR1'.

Cook County, Illinois
   -- Recovery zone revenue facility bonds (Navistar International

      Corporation Project) series 2010 'CCC'.

Illinois Finance Authority (IFA)
   -- Recovery zone revenue facility bonds (Navistar International

      Corporation Project) series 2010 'CCC'.

Navistar Financial Corporation
   -- Long-Term IDR 'CCC';
   -- Senior secured bank credit facility 'B-/RR3'.


NAVISTAR INTERNATIONAL: Reports $34M Net Loss for 3rd Quarter
-------------------------------------------------------------
Navistar International Corporation filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss attributable to the Company of $34 million on $2.08
billion of net sales and revenues for the three months ended July
31, 2016, compared to a net loss attributable to the Company of $28
million on $2.53 billion of net sales and revenues for the same
period during the prior year.

For the nine months ended July 31, 2016, the Company reported a net
loss attributable to the Company of $63.0 million on $6.04 billion
of net sales and revenues compared to a net loss attributable to
the Company of $134 million on $7.65 billion of net sales and
revenues for the nine months ended July 31, 2015.

Third quarter 2016 EBITDA was $96 million versus EBITDA of $106
million in the same period one year ago.  The third quarter 2016
included $36 million in adjustments, including $19 million of
pre-existing warranty charges and $17 million in asset impairments
and restructuring costs, compared to adjustments of $23 million in
the third quarter of 2015.  Excluding these items, adjusted EBITDA
was $132 million in the third quarter 2016 compared to $129 million
in the same period one year ago.

Revenues in the quarter were down 18% from the same period one year
ago, primarily reflecting lower year-over-year chargeouts in the
Company's core markets (Class 6-8 trucks and buses in the United
States and Canada), which was impacted by softer industry
conditions, primarily in the Class 8 market.

The Company achieved $32 million in structural cost reductions
during the third quarter, raising year-to-date structural savings
to $145 million.  Combined with product and purchasing cost
savings, the Company's total year-to-date costs savings exceed $300
million.

As of July 31, 2016, Navistar had $5.71 billion in total assets,
$10.85 billion in total liabilities and a total stockholders'
deficit of $5.13 billion.

"This quarter's results show that we continue to make progress in
the face of tougher market conditions, particularly in the heavy
segment," said Troy A. Clarke, Navistar president and chief
executive officer.  "As we pursue our goal of market share growth,
we do see some encouraging signs in the area of order share, where
year-to-date share of new orders continues to be up for the past
three quarters.  We are confident that as the industry works
through its near term challenges, particularly in Class 8, our
improvements in order share will translate to improved retail share
as well."

Navistar ended third quarter 2016 with $687 million in consolidated
cash, cash equivalents and marketable securities. Manufacturing
cash, cash equivalents and marketable securities were $640 million
at the end of the quarter.

The Company had a number of commercial and product highlights
during its third quarter.  Regarding new products, Navistar
announced the expansion of its medium-duty engine offerings to
include the Cummins L9 engine for its IC Bus RE Series school bus
and demonstrated a gasoline-powered CE School Bus, which it plans
to add to its school bus portfolio.

Navistar also made some impressive strides in bringing new
technologies to market.  The Company announced its GPS-based
Predictive Cruise Control Technology; continued to make progress in
Connected Services with OnCommand Connection, which now serves more
than 230,000 connected trucks; and launched its Accelerator
write-up tool, a first-of-its-kind mobile application that will
streamline the write-up and diagnostic process to improve customer
uptime.

Finally, the Company has continued to build on its partnerships
with some of the best companies in the industry.  In Q3, Navistar
expanded on its partnership with General Motors by entering into an
agreement to manufacture GM's Cutaway G Van commercial chassis,
which will go into production in early 2017.

Earlier this week, Navistar announced that it has formed a
wide-ranging strategic alliance with Volkswagen Truck & Bus, which
includes an equity investment in Navistar by Volkswagen Truck & Bus
and framework agreements for strategic technology and supply
collaboration and a procurement joint venture.  The planned
alliance will enable Navistar to offer customers expanded access to
leading-edge products and services through collaboration on
technology and the licensing and supply of Volkswagen Truck & Bus's
products and components, while better optimizing its product
development spend.

Navistar expects significant synergies from both the strategic
technology collaboration and the procurement joint venture.  The
Company expects the alliance to be accretive beginning in the first
year, and for cumulative synergies for Navistar to ramp up to at
least $500 million over the first five years.  By year five, it
expects the alliance will generate annual synergies of at least
$200 million for Navistar.  This annual run rate is expected to
grow materially thereafter as the companies continue to introduce
technologies from the collaboration.

"We are making significant investments in new products, services
and technologies and partnerships that set us apart as the leader
in Uptime and a company clearly focused on our customers' needs,"
Clarke said.  "This company is well positioned - operationally and
product and service wise - to capitalize as market conditions
improve."

The Company maintained the following guidance for fiscal year
2016:

  * Revenue of $8.2 billion - $8.6 billion.

  * Adjusted EBITDA of $550 million - $600 million.

  * Manufacturing cash to be approximately $800 million at year
    end.

The Company's quarterly report on Form 10-Q is available from the
SEC Web site at https://is.gd/VpZ1Xl

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.navistar.com/-- is a holding company whose             

subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

                          *     *     *

In the July 22, 2015, edition of the TCR, Moody's Investors Service
affirmed Navistar International Corporation's Corporate Family
Rating at B3 and assigned a Ba3 rating to Navistar, Inc.'s new
$1.04 billion senior secured term loan due 2020.

Navistar carries a 'B-' issue-level rating from Standard & Poor's
Ratings Services and 'CCC' Issuer Default Ratings from Fitch
Ratings.


NAVISTAR INTERNATIONAL: S&P Puts 'CCC+' CCR on CreditWatch Pos.
---------------------------------------------------------------
S&P Global Ratings placed its ratings, including the 'CCC+'
corporate credit ratings, on Navistar International Corp. and its
subsidiary Navistar Financial Corp. on CreditWatch with positive
implications.

The CreditWatch action follows Navistar's announcement that it has
formed a strategic alliance with Volkswagen Truck & Bus, which
includes a proposed equity investment in Navistar by Volkswagen
Truck & Bus, as well as technology and proposed framework
agreements for strategic technology and supply collaboration, and a
procurement joint venture.  As part of the alliance, Volkswagen
Truck & Bus plans to acquire 16.2 million newly issued shares in
Navistar, and Navistar expects to receive $256 million from the
equity investment, which the company intends to use for general
corporate purposes.  In S&P's view, pro forma for the proposed
equity investment, Navistar would have over $1 billion
manufacturing cash as of fiscal year-end October 2016, which should
provide some additional liquidity cushion for Navistar, as overall
truck demand declines in 2016 versus 2015.

Additionally, S&P sees the potential for Navistar to achieve
additional cost savings over time, as the two companies expect to
form a procurement joint venture to pursue joint global sourcing
opportunities.  Navistar expects the alliance to be accretive
beginning in the first year, and for cumulative synergies to be
$500 million over five years, with annual synergies of $200 million
for Navistar in the fifth year.  These cost savings would be in
addition to the initiatives already underway at Navistar to drive
savings through material cost reductions, manufacturing
efficiencies, and structural cost improvements, which, along with a
shift in product mix, has driven improved operating performance
over the past several quarters.

Separately, the two companies intend to enter into definitive
agreements to collaborate on technology for powertrain systems, as
well as other advanced technologies, which, over the longer term,
could improve S&P's view of Navistar's business.  Initially, the
scope of the technology collaboration would include powertrain
systems, where the two companies would jointly develop
powertrain-related solutions and Volkswagen Truck & Bus would
supply and license the relevant technology to Navistar.  Over time,
this could help improve Navistar's market share, as the company
continues to rebuild its truck franchise following regulatory
issues and engine quality problems with its proprietary engine and
emissions treatment technology several years ago.

Upon close of the transaction, which the company expects to occur
in late 2016 or 2017, S&P would likely raise its corporate credit
rating by one notch to 'B-'.  Although S&P would no longer view the
company's capital structure as unsustainable in the long term, S&P
expects the company's debt leverage will remain very elevated at a
time when the company could continue to face declining end market
demand in the overall U.S. heavy duty commercial vehicle market.


NEENAH FOUNDRY: Moody's Lowers CFR to Caa1, Outlook Negative
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Neenah Foundry
Company (Neenah) - Corporate Family and Probability of Default
Ratings to Caa1, and Caa1-PD, from B2 and B2-PD.  In a related
action, Moody's downgraded the rating on the senior secured term
loan to Caa2 from B3.  The rating outlook remains negative.

These ratings were downgraded:

  Corporate Family Rating, to Caa1 from B2;
  Probability of Default, to Caa1-PD from B2-PD;
  Senior secured term loan ($117 million remaining amount), to
   Caa2 (LGD4) from B3 (LGD4)

                        RATINGS RATIONALE

The downgrade of Neenah's Corporate Family Rating to Caa1 and
negative rating outlook reflect the challenges related to the
company's ability to refinance near-term debt maturity combined
with weaker than expected operating performance during the cyclical
downturn in the company's commercial vehicle and industrial end
markets.  Neenah's $100 million asset based revolving credit
facility and $117 million term loan are due in March 2017 and April
2017, respectively.  Further, Class 8 build rates are expected to
decline in the range of 25% in 2016 compared to 2015.  Similarly,
sales of construction and agriculture equipment are also
experiencing downward pressures.  Moody's believes that Neenah is
showing quarter by quarter operating improvement in 2016, but at
levels substantially below our expectations.  Given the above
discussed market pressures, results for 2016 and 2017 are likely to
pressure the covenant cushion under the term loan facility.

Accordingly, Neenah's liquidity profile is anticipated to further
weaken over the near-term as the covenant cushion under the maximum
total net leverage covenant test diminishes with the company's weak
operating performance.  As of June 30, 2016, the $100 million asset
based revolving credit facility, maturing in March 2017, had
approximately $27.7 million of borrowings.  Neenah had only nominal
cash on hand.  The April 2017 maturity of the $117 million term
loan also weighs on the company's liquidity profile.  Moody's
believes that Neenah's free cash flow over the near-term will be
positive, but modest, as the weak operating performance is expected
to be offset by lower working capital levels.  Neenah's cash flow
cycle is seasonal with positive cash generation in the second half
of the company's fiscal year. However, weak performance is expected
to pressure the net leverage covenant test under the senior secured
term loan.  The asset based revolver financial covenant is a
springing minimum fixed charge coverage test, which Moody's does
not expected to spring over the near-term.

The rating could be further lowered if the North American
commercial vehicle and casting markets experience demand trends
resulting in EBIT margins sustained below 5%, EBIT/Interest
approaching 1x and debt/EBITDA above 6x.  The initiation of
shareholder friendly actions or the inability to refinance the
secured facilities over the next quarter or two could also lower
the company's rating.

An improvement in Neenah's rating or outlook could result from the
ability to sustain current market share and pricing trends such
that EBIT/Interest is sustained above 2x and Debt/EBITDA below 4.5x
while demonstrating a financial policy that is focused on debt
reduction rather than shareholder returns.  The successful
refinancing of the company's near-term debt maturities could also
lead to a stable rating outlook.

The principal methodology used in these ratings was Global
Automotive Supplier Industry published in June 2016.

Neenah Foundry Company, headquartered in Neenah, Wisconsin,
manufactures gray and ductile iron castings and forged components
for sale to industrial and municipal customers.  Industrial
castings are custom engineered and produced for customers in
several industries, including the medium- and heavy-duty truck
components, farm equipment, construction equipment, and material
handling equipment.  Municipal castings include manhole covers and
frames, storm sewer frames and grates, tree grates, and specialty
castings.  Neenah is a wholly owned subsidiary of Neenah
Enterprises, Inc., which is controlled by private investment funds
affiliated with Golden Tree Asset Management and others.  Revenues
for fiscal last twelve month period ending June 30, 2016, were $431
million.


NEUSTAR INC: S&P Raises Rating on Sr. Secured Facility 'BB+'
------------------------------------------------------------
S&P Global Ratings raised its issue-level rating on Sterling,
Va.-based U.S. diversified telecommunications services provider
Neustar Inc.'s senior secured credit facility to 'BB+' from 'BB'
and revised the recovery rating to '1' from '2' following the
amendment and extension of the facility.  The '1' recovery rating
indicates S&P's expectation for very high recovery (90%-100%) of
principal in the event of a payment default.

The amended credit facility consists of a $200 million revolver
($175 million drawn at closing) extended to 2019 from 2018 and an
add-on of $300 million to the existing $199 million outstanding
term loan A for a new amount of $499 million.  The maturity on the
term loan A is extended to 2019 from 2018.  The revised recovery
rating on the amended credit facility reflects higher amortization
on the new term loan A of 22% per annum through 2017, and 10%
thereafter.  As a result, S&P expects a lower amount of secured
debt outstanding at the time of default under S&P's recovery
analysis.

S&P is also raising its issue-level rating on the company's
existing $300 million 4.50% senior unsecured notes due 2023 to 'B+'
from 'B' and revising the recovery rating on this debt to '5' from
'6'.  The '5' recovery rating indicates S&P's expectation for
modest recovery (10%-30%; lower half of the range) of principal in
the event of a payment default.  The revised recovery rating
reflects a lower amount of secured debt ahead of the existing
unsecured notes following the transaction.

S&P's 'BB-' corporate credit rating and all issue-level ratings
remain on CreditWatch with negative implications following the
company's June 2016 announcement that it intends to separate into
two independent publicly traded companies in a tax-free spin-off.

S&P anticipates resolving the CreditWatch following additional
information being provided by the company such as, required
approvals, Neustar's subsequent capital structure, and its ongoing
financial policy.

RATINGS LIST

Neustar Inc.
Corporate Credit Rating   BB-/Watch Neg/--

Upgraded; Ratings Remain On CreditWatch; Recovery Ratings Revised
                           To                 From

Neustar Inc.
Senior Secured            BB+/Watch Neg       BB/Watch Neg
  Recovery Rating          1                   2L
Senior Unsecured          B+/Watch Neg        B/Watch Neg
  Recovery Rating          5L                  6


NEWLEAD HOLDINGS: KCG Americas Reports 10.35% Stake as of Aug. 31
-----------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, KCG Americas LLC disclosed that as of Aug. 31, 2016, it
beneficially owns 6,472,682 shares of common stock of NewLead
Holdings, Ltd., representing 10.35% based on the outstanding shares
reported on the Company's 20-F filed with the SEC for the period
ending Dec. 31, 2015.  A full-text copy of the regulatory filing is
available for free at https://is.gd/iLCWwu

                  About NewLead Holdings Ltd.

NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an
international, vertically integrated shipping company that owns and
manages product tankers and dry bulk vessels.  NewLead currently
controls 22 vessels, including six double-hull product tankers and
16 dry bulk vessels of which two are newbuildings.  NewLead's
common shares are traded under the symbol "NEWL" on the NASDAQ
Global Select Market.

NewLead Holdings reported a net loss attributable to the Company's
common shareholders of US$97.1 million on US$27.8 million of
revenues for the year ended Dec. 31, 2015, compared to a net loss
attributable to Holdings' common shareholders of US$100 million on
US$12.07 million of revenues for the year ended Dec. 31, 2014.

As of Dec. 31, 2015, NewLead had US$122 million in total assets,
US$297 million in total liabilities, and a total shareholders'
deficit of US$175 million.

EisnerAmper LLP, in New York, New York, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has incurred a net
loss and utilized cash in operating activities for the year ended
December 31, 2015 and as of December 31, 2015, has both a working
capital deficiency and shareholders' deficit and, in addition, is
in default on a significant portion of its outstanding obligations.
All such events and conditions raise substantial doubt about the
Company's ability to continue as a going concern.


NOVELIS CORP: S&P Rates New $1.5BB Sr. Unsecured Notes 'B'
----------------------------------------------------------
S&P Global Ratings said it assigned its 'B' issue-level rating and
'5' recovery rating to Novelis Corp.'s proposed US$1.5 billion
senior unsecured notes.  Novelis is a wholly owned U.S. subsidiary
of parent Novelis Inc.

All of S&P's ratings on the company and its subsidiaries are
unchanged, including S&P's 'B+' long-term corporate rating on
Novelis Inc.  The outlook is stable.

"Our rating and outlook on Novelis reflect its position as a
leading globally diversified rolled aluminum producer, with highly
leveraged financial measures that we expect to gradually improve
over the next two years as the company expands its share of product
shipments to automotive customers," said S&P Global Ratings credit
analyst Jarrett Bilous.

Novelis intends to use proceeds from the notes to redeem its US$1.4
billion senior unsecured notes due 2020.  In S&P's view, the
redemption will improve the company's debt maturity profile and S&P
expects it to reduce annual fixed charges from the lower estimated
coupon rate on the proposed notes.  However, the impact is not
sufficient to affect our ratings on Novelis.  The proposed notes
will rank pari passu with the recent US$1.15 billion notes issued
by the company, with the same joint and several subsidiary
guarantors and ratings.  The '5' recovery rating corresponds with
modest (10%-30%, at the low end of the range) recovery in S&P's
default scenario, and primarily reflects the priority claim of the
company's secured debt on the majority of Novelis' assets.

Ratings List
Novelis Inc.
Corporate Credit Rating      B+/Stable/--

Ratings Assigned
Novelis Corp.
US$1.5 billion senior unsecured notes  B
Recovery rating                        5L


OAK RIVER ASSET: Names Sierra's Lawrence Perkins as CRO
-------------------------------------------------------
Oak River Asset Management LLC seeks approval from the U.S.
Bankruptcy Court for the Central District of California to employ
Lawrence R. Perkins as chief restructuring officer, effective July
12, 2016.

The Debtor requires Mr. Perkins to:

   (a) evaluate the cash flow generation capabilities of the
       Debtor for valuation maximization opportunities including
       cost saving opportunities;

   (b) provide oversight and assistance with the preparation of
       cash flow forecasts;

   (c) evaluate and make recommendations in connection with
       strategic alternatives as needed to maximize the value of
       the Debtor;  

   (d) provide oversight and assistance with the preparation of
       financial related disclosures required by the bankruptcy
       court, including the Schedules of Assets and Liabilities,
       the Statement of Financial Affairs and Monthly Operating
       Reports, if necessary;

   (e) provide oversight and assistance with the preparation of
       financial information for distribution to creditors and
       others, including, but not limited to, cash flow
       projections and budgets, cash receipts and disbursements
       analysis of various asset and liability accounts, and
       analysis of proposed transactions for which Court approval
       is sought;

   (f) provide oversight and assistance in connection with
       communications and negotiations with constituents including

       lenders, vendors, investors and other critical constituents

       to the successful execution of the Debtor's reorganization
       efforts;

   (g) assist in development of a plan of reorganization and in
       the preparation of information and analysis necessary for
       the confirmation of a plan in chapter 11 proceedings, if
       necessary;  

   (h) provide oversight and support to the Debtor's professionals

       in connection with acquisition and divestiture efforts; and

   (i) perform such other services as requested or directed by the

       Board and CEO in connection with the proposed
       restructuring.

Mr. Perkins will be paid by the Debtor for the services of the CRO
at an hourly rate of $545.

Mr. Perkins will be reimbursed by the Debtor for the reasonable
out-of-pocket expenses of the CRO and any additional resources,
such as travel, lodging, duplications, computer research,
messenger, and telephone charges.

Lawrence R. Perkins, co-founder and CEO of Sierra Constellation
Partners, LLC, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.

Mr. Perkins can be reached at:

       Lawrence R. Perkins
       SIERRA CONSTELLATION PARTNERS, LLC
       400 S. Hope St., Suite 1050
       Los Angeles, CA 90071
       Tel: (213) 289-9060
       Fax: (213) 232-3285

                        About Oak River

Oak River Asset Management LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. C. D. Calif. Case No. 16-19233) on
July 12, 2016.  The petition was signed by Lawrence Perkins,
authorized agent.  

The case is assigned to Judge Deborah J. Saltzman.

At the time of the filing, the Debtor estimated its assets at $10
million to $50 million and debts at $500,000 to $1 million.


OMINTO INC: Appoints New Chief Operating Officer
------------------------------------------------
Ominto, Inc., entered into an employment agreement effective Sept.
1, 2016, with Betina Dupont Sorensen, pursuant to which Ms.
Sorensen was appointed chief operating officer of the Company to
serve until her successor is duly elected, qualified and seated or
until her earlier resignation or removal.  The agreement is for a
term of five years and is automatically renewed for successive one
year terms if not terminated by the parties.

Ms. Sorensen, age 45, has been the chief marketing officer of the
Company's DubLi Network subsidiary, where she was responsible for
all distribution, marketing and communications functions for DubLi
Network's Business Associates since 2005.  Ms. Sorensen is also the
manager of the Company's office in Dubai, UAE.  Early in her
career, Ms. Sorensen was employed in a Danish marketing firm and
spent two years with Modulex, a division of LEGO where she worked
in the accounting and logistics department.  As a seasoned business
executive, she has owned her own restaurant and has also managed
accounting and HR for several nightclubs in Denmark.  Ms. Sorensen
began her career in network marketing in the late 1990s, and spent
three years building large organizations and customer bases for two
US multi-level marketing companies.  Ms. Sorensen has a Degree in
Business Administration from Vejle Business College. She is fluent
in Danish, English and German and is conversational in Spanish.

Pursuant to the terms of the Employment Agreement, Ms. Sorensen's
salary is $240,000 per year and Ms. Sorensen received a grant of
300,000 shares of restricted common stock which shall vest in 60
equal monthly installments.

The Company may pay Ms. Sorensen additional salary from time to
time, and award bonuses in cash, stock or stock options or other
property and services.  In the event she is terminated without
cause or leaves the Company for good reason, Ms. Sorensen is
entitled to three months' of severance pay if that termination
occurs prior to her one year employment anniversary with the
Company, and six month severance pay thereafter, payable in
accordance with the Company's normal payroll.  The accrued
compensation due and payable upon such termination will bear
interest at the lesser of six percent per annum or the maximum rate
permitted by law until such amounts are paid in full. If the
Employment Agreement is terminated for any reason by either Ms.
Sorensen or the Company, all vested stock options then held by Ms.
Sorensen will remain exercisable for a period of 90 days from the
date of that termination, but in no event later than the expiration
date of the option.

Ms. Sorensen shares a household with Mr. Michael Hansen, the
Company's chief executive officer and they have an adult child
together.

                         About Ominto

Ominto, Inc., was incorporated under the laws of the State of
Nevada on June 4, 1999, as Clamshell Enterprises, Inc., which name
was changed to MediaNet Group Technologies, Inc. in May 2003, then
to DubLi, Inc. on Sept. 25, 2012, and finally to Ominto, Inc. as of
July 1, 2015.  The DubLi Network was merged into the Company, as
its primary business in October 2009.

Ominto reported a net loss of $11.7 million for the year ended
Sept. 30, 2015, compared to a net loss of $1.34 million for the
year ended Sept. 30, 2014.

Mayer Hoffman McCann P.C., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Sept. 30, 2015, noting that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.


ONCOBIOLOGICS INC: Maturing Notes Raises Going Concern Doubt
------------------------------------------------------------
Oncobiologics, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $22.33 million on $494,894 of
collaboration revenues for the three months ended June 30, 2016,
compared with a net loss of $11.72 million on $1.29 million of
collaboration revenues for the same period in 2015.

The Company's balance sheet at June 30, 2016, showed $32.99 million
in total assets, $31.43 million in total liabilities, and a
stockholders' equity of $1.56 million.

The Company has incurred substantial losses and negative cash flows
from operations since its inception and has an accumulated deficit
of $136.8 million and???$94.1 million as of June 30, 2016, and
September 30, 2015, respectively.  In addition, the Company has
$4.6 million and $14.2 million of indebtedness that is due on
demand, as of June 30, 2016, and September 30, 2015, respectively.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.   

The Company has substantial indebtedness that includes $4.6 million
in notes payable to stockholders that are payable on demand.  There
can be no assurance that note holders will not exercise their right
to demand repayment.

The Company anticipates incurring additional losses until such
time, if ever, that it can generate significant sales of its
products currently in development.  Although the Company closed the
IPO of its securities and the concurrent private placement on May
18, 2016, raising aggregate net proceeds of approximately $33.8
million, excluding any proceeds it may receive from the exercise of
the Series A warrants and Series B warrants, which proceeds are
expected to fund the Company's operations through December 2016,
substantial additional financing will be needed by the Company to
fund its operations and to commercially develop its product
candidates.  Management is currently evaluating different
strategies to obtain the required funding for future operations.
These strategies may include, but are not limited to: private
placements of equity and/or debt, payments from potential strategic
research and development, licensing and/or marketing arrangements
with pharmaceutical companies, and public offerings of equity
and/or debt securities.  There can be no assurance that these
future funding efforts will be successful.

A copy of the Form 10-Q is available at:
                              
                       https://is.gd/tw68UG

Oncobiologics, Inc., is a clinical-stage biopharmaceutical company
focused on identifying, developing, manufacturing and
commercializing complex biosimilar therapeutics.  The Cranbury, New
Jersey-based Company's current focus is on technically challenging
and commercially attractive monoclonal antibodies, or mAbs, in the
disease areas of immunology and oncology.



PAYSON PETROLEUM: Ch.11 Trustee Hires Snow Spence as Counsel
------------------------------------------------------------
Jason Searcy, the Chapter 11 Trustee for Payson Petroleum, Inc.,
Maricopa Resources, LLC and Paysos Operating, LLC, asks the U.S.
Bankruptcy Court for the Eastern District of Texas for permission
to employ Snow Spence Green LLP as his special counsel.

The Chapter 11 Trustee requires Snow Spence to:

     a. investigate and prosecute any and all of Debtors' claims
and causes of action under either chapter 5 of the United States
Bankruptcy Code or any applicable state fraudulent transfer
("Avoidance Actions");

     b. investigate and prosecute any and all of the Debtors'
claims and causes of action other than Avoidance Actions; and

     c. object to the allowance of claims asserted against Debtors
as to which claims and causes of action are asserted by the
Trustee, plus any other claims designated by the Trustee as
accepted by SSG.

The fees to be paid to SSG would be a percentage of the "Recovery"
realized with respect to each Specific Subject Matter. The Trustee
agrees to pay SSG a contingent fee based upon (i) the outcome
achieved with respect to each Specific Subject Matter, and (ii) the
occurrence of specified benchmark events with respect to each
Specific Subject Matter. The agreed benchmarks are:

                                               Fees as a
                                               Percent of
         Benchmark Event                       Recovery
         ---------------                       ----------
Of the amount of any Recovery obtained            33%
with respect to a Specific Subject Matter
prior to the earlier of (i) submission of
a proposed joint pre-trial order, or
(ii) submission of a position statement to
an agreed upon or court appointed mediator
for the Specific Subject Matter.

Of the amount of any Recovery obtained            35%
with respect to a Specific Subject Matter
after submission of a position statement to
an agreed upon or court appointed mediator
for a Specific Subject Matter.

Of the amount of any Recovery obtained            40%
with respect to a Specific Subject Matter
after the earlier of (i) conclusion of
an unsuccessful mediation, or (ii) submission
of a proposed joint pre-trial order.

The term "Recovery" is defined in the Engagement Letter to mean (i)
the amount of cash, plus (ii) the fair market value of any other
property recovered by the Trustee as of the date of recovery, plus
(iii) the value of any claim that is released or disallowed, plus
(iv) the value of any potential unsecured claim based upon 502(h)
of the Bankruptcy Code that is released or disallowed.

The dollar amount of each Recovery with respect to a Specific
Subject Matter will be calculated before deduction of any
applicable expenses of the lawsuit.

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

Phil F. Snow, partner of the law firm of Snow Spence Green LLP,
assured the Court that the firm does not represent any interest
adverse to the Debtors and their estates.

SSG can be reached at:

       Phil F. Snow, Esq.
       Snow Spence Green LLP
       2929 Allen Parkway, Suite 2800
       Houston, Harris County, TX 77019
       Tel: 713-335-4802
       Fax: 713-335-4848

                    About Maricopa Resources,
???????????????????????????????
              Payson Operating and Payson Petroleum ??????

Maricopa Resources, LLC, Payson Operating, LLC, and Payson
???Petroleum, LLC, each filed a Chapter 7 petition (Bankr. E.D.
Tex. Case Nos. 16-41043 to 16-41043) on June 10, 2016.????The
Debtors were represented by Mark A. Weisbart, Esq., at The Law
Office of Mark A. Weisbart in Dallas.

??????On July 11, 2016, the Court held a hearing on the Debtors'
motions to appoint a Chapter 11 Trustee.????After appropriate
notice and opportunity for hearing, the Court found that cause
exists to appoint a Chapter 11 Trustee for the Debtors upon
conversion of the cases from Chapter 7 to Chapter 11.

??????Michelle Chow was named Chapter 7 trustee but was
terminated??? effective July 12, 2016, following conversion of the
cases to??? Chapter 11.????The Chapter 7 trustee was represented by
Mark I. Agee, Esq.??????

The cases are assigned to Judge Brenda T. Rhoades.


PDC ENERGY: Moody's Assigns B2 Rating on $175MM Convertible Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to PDC Energy's
proposed $175 million senior convertible notes due 2021.  Note
proceeds, along with proceeds from the concurrent equity issuance
of approximately $500 million and previously announced $590 million
private placement of PDC's equity to the owners of two acquired
companies in the Permian Basin, will be used to partially fund the
acquisition of those companies for $1.5 billion.  PDC's other
ratings and stable outlook remain unchanged.

"While the convertible notes issue will increase PDC's balance
sheet debt, increased geographic diversification and drilling
inventory, and prudent financing of the Permian acquisitions will
allow PDC to maintain conservative financial policies," commented
Arvinder Saluja, Moody's Vice President, Senior Analyst.

Assignments:

Issuer: PDC Energy

  US$175 Million Convertible Senior Unsecured Notes, Assigned B2
   (LGD4)

                          RATINGS RATIONALE

The new $175 million senior convertible notes due 2021 and the $500
million 7.75% senior unsecured notes due 2022 are rated B2, one
notch below PDC's B1 Corporate Family Rating (CFR), reflecting the
effective subordination to the borrowing base revolving credit
facility (unrated) due 2020.  The revolver is secured by a pledge
of substantially all assets of the company and ranks ahead of the
senior notes.

PDC's B1 CFR reflects Moody's expectation that PDC will be able to
maintain a conservative financial policy, with a stated debt/EBITDA
target of 2.5x, while prudently improving its production and
reserve base scale amid the continued weak commodity price
environment.  PDC's credit metrics are expected to remain
supportive of the B1 rating despite additional debt issued to fund
the Permian acquisition.  The company will be able to maintain
strong liquidity to efficiently allocate capital over a more
diversified asset base.  PDC expects a three rig program in its
core Wattenberg acreage despite having few drilling requirements
and low sustaining capital expenditure.  PDC expects to add a rig
in the acquired acreage this September, and operate two rigs in the
Permian by year-end 2016 after the acquisition closes.

PDC has a good hedging profile for 2016-2017, and will benefit from
improved drilling economics in the Permian Basin, in addition to
the existing good drilling economics the company enjoys in the
Wattenberg.  The CFR also reflects PDC's moderate finding and
development (F&D) costs, good returns, a growing drilling
inventory, considerable flexibility with the size of its capital
expenditure program, and the growth in its liquids production, with
total production consisting of 42% crude oil, 20% natural gas
liquids, and 38% natural gas.  The acquisition in the Permian is
estimated to be in line with the company's current production mix
(approximately 65% liquids, with 42% crude oil).

The rating outlook is stable, reflecting our expectation that PDC
will continue to maintain a favorable finding and development cost
profile.  If PDC is able to steadily increase production and
further prove up reserves in the Permian while sustaining good
execution and cash flow based credit metrics, and leveraged
full-cycle ratio (a measure of capital efficiency) comfortably
above 1.5x, positive momentum could develop for its ratings and/or
outlook in 2017.  The ratings could be downgraded if RCF/debt
decreases to below 20%, or should capital productivity decline to
the extent that PDC's leverage full-cycle ratio falls below 1.0x.

The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011.

PDC Energy is an independent exploration and production company
headquartered in Denver, Colorado.


PEAK WEB: Dispute with Machine Zone Remanded to State Court
-----------------------------------------------------------
Judge Peter C. McKittrick of the United States Bankruptcy Court for
the District of Oregon granted Debtor Peak Web LLC's Motion to
Remand to the Santa Clara County California state court the
consolidated cases captioned MACHINE ZONE, INC., Plaintiff, v. PEAK
WEB LLC, Defendant, and PEAK WEB LLC, Plaintiff, v. MACHINE ZONE,
INC. and EPIC WAR LLC, Defendants, Adversary No. 16-3083 (Bankr. D.
Ore.).

The Debtor argued that all of the claims are state law claims that
can be ably and efficiently adjudicated in state court.  The Debtor
also represented that completion of the litigation is not a
prerequisite to its ability to propose and seek confirmation of a
plan of reorganization, so the reorganization can proceed on a
parallel track with the litigation.  The Debtor, who sought the
protection of the bankruptcy court, wants to proceed in state court
to litigate the claims, a choice supported by the unsecured
creditors' committee.  The Debtor added that the Bankruptcy Court
could not conduct a jury trial or enter final judgment in this case
without party consent and approval of the district court, so the
case would need to be sent to district court for trial, and the
state court in Santa Clara County is poised to try this case
promptly.

The Debtor and Machine Zone were parties to an agreement under
which debtor provided network hosting services for a mobile gaming
application developed by Machine Zone. In November 2015, Machine
Zone filed a complaint against debtor in the Superior Court of
California, Santa Clara County. The complaint alleges causes of
action for, among other things, breach of contract.

Shortly thereafter, the Debtor filed a complaint against Machine
Zone and its subsidiary Epic War in the same state court, alleging
claims for (1) misappropriation of trade secrets; (2) breach of
contract; (3) breach of the covenant of good faith and fair
dealing; (4) negligent misrepresentation; (5) fraudulent
inducement; (6) unfair competition; (7) promissory estoppel; (8)
conversion; and (9) declaratory relief regarding the parties'
rights, obligations, and duties under their agreements. Both
parties demanded a jury trial.

The state court consolidated the two actions for all purposes and
assigned the case to the complex civil litigation department. This
resulted in the assignment of a single judge for all purposes of
the case, including discovery and trial, and meant that the trial
date would not be postponed due to the priority of criminal trials.
An early mediation attempt failed. The state court allowed
discovery to proceed, and set a trial date for early March 2017,
over Machine Zone's objection.

Having taken all of the factors in In re Cedar Funding, Inc., 419
B.R. 807, 820 (9th Cir. BAP 2009), into account, as well as
considering judicial efficiency, Judge McKittrick concluded that
the consolidated case should be remanded to state court.  Judge
McKittrick held that "this is not a close call.  Many factors
support my conclusion, but most important are that (1) all of the
claims are state law claims that can be ably and efficiently
adjudicated in state court; (2) debtor represents that completion
of this litigation is not a prerequisite to its ability to propose
and seek confirmation of a plan of reorganization, so the
reorganization can proceed on a parallel track with the litigation;
(3) debtor, who sought the protection of the bankruptcy court,
wants to proceed in state court to litigate the claims, a choice
supported by the unsecured creditors' committee; (4) this court
could not conduct a jury trial or enter final judgment in this case
without party consent and approval of the district court, so the
case would need to be sent to district court for trial; and (5) the
state court in Santa Clara County is poised to try this case
promptly. The factors weighing against remand or that are neutral
are few and are not, in my view, significant enough to outweigh the
factors that weigh heavily in favor of remand."

A full-text copy of the Memorandum Opinion dated August 24, 2016 is
available at https://is.gd/sNhfcc from Leagle.com.

Machine Zone, Inc., Plaintiff, is represented by JONATHAN HUGHES,
Esq. -- jonathan.hughes@aporter.com -- Arnold & Porter LLP, BRIAN
A. JENNINGS, Esq. -- BJennings@perkinscoie.com -- Perkins Coie,
DOUGLAS R. PAHL, Esq. -- DPahl@perkinscoie.com -- Perkins Coie.

Peak Web LLC, Defendant, is represented by VINEET BHATIA, Esq. --
vbhatia@SusmanGodfrey.com -- Susman Godfrey, LLP, TIMOTHY J.
CONWAY, Esq. -- tim.conway@tonkon.com -- Tonkon Torp, OLEG
ELKHUNOVICH, Esq. -- oelkhunovich@SusmanGodfrey.com -- Susman
Godfrey L.L.P., STEPHEN E. MORRISSEY, Esq. --
smorrisey@SusmanGodfrey.com -- Susman Godfrey, LLP, AVA L. SCHOEN,
Esq. -- ava.schoen@tonkon.com -- Tonkon Torp, J. MARK THACKER, Esq.
-- mark.thacker@rmkb.com -- Ropers, Majeski, Kohn & Bentley.

                        About Peak Web

Headquartered in Oregon, Peak Web, LLC, doing business as Peak
Hosting, is a managed-service company that provides the servers,
storage, network, datacenter, and staff for some of the largest
online businesses.  Peak's operations and engineering teams
currently support 26 customers in industries spanning online and
mobile gaming, finance, real estate, consulting, and big data
companies. Peak has 50% of its data center pre-built and ready for
new customers.  This equates to about 100 racks of space, which
can
accommodate approximately 2,000 additional servers for the
expansion of new and existing customers.

Peak Web sought Chapter 11 creditor protection (Bankr. D. Ore.
Case
No. 16-32311) on June 13, 2016.  The petition was signed by
Jeffrey
E. Papen as CEO.  The case is assigned to Judge Peter C
McKittrick.

The Debtor estimated assets in the range of $100 million to $500
million and liabilities of up to $100 million.  The Debtor has
engaged Tonkon Torp LLP as counsel, Cascade Capital Group, LLC as
consultant and Susman Godfrey LLP and Ropers Majeski Kohn Bentley
PC as its litigation counsel.

The Official Committee of Unsecured Creditors of Peak Web LLC
retained Ball Janik LLP as counsel.


PERFORMANCE SPORTS: BlackRock Reports 3.6% Stake as of Aug. 31
--------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, BlackRock, Inc. disclosed that as of Aug. 31, 2016, it
beneficially owns 1,628,811 shares of common stock of Performance
Sports Group Ltd. representing 3.6 percent of the shares
outstanding.  A full-text copy of the regulatory filing is
available for free at https://is.gd/hzaoWR

                About Performance Sports Group Ltd.

Performance Sports Group Ltd. (NYSE: PSG) (TSX: PSG) is a leading
developer and manufacturer of ice hockey, roller hockey, lacrosse,
baseball and softball sports equipment, as well as related apparel
and soccer apparel.  The Company is the global leader in hockey
with the strongest and most recognized brand, and is a leader in
North America in baseball and softball.  Its products are marketed
under the BAUER, MISSION, MAVERIK, CASCADE, INARIA, COMBAT and
EASTON brand names and are distributed by sales representatives and
independent distributors throughout the world.  In addition, the
Company distributes its hockey products through its Burlington,
Massachusetts and Bloomington, Minnesota Own The Moment Hockey
Experience retail stores.  Performance Sports Group is a member of
the Russell 2000 and 3000 Indexes.  For more information on the
Company, please visit http://www.PerformanceSportsGroup.com

As of Feb. 29, 2016, Performance Sports had $698 million in
total assets, $587 million in total liabilities and $110.59
million in total stockholders' equity.

                        *    *    *

As reported by the TCR on Aug. 18, 2016, Moody's Investors Service
downgraded Performance Sports Group Ltd's Corporate Family Rating
to Caa2 from B3 due to its weak operating performance combined with
its announcement that it will not file its audited financial
statements on time.  The rating outlook remains negative.

The TCR reported on Aug. 18, 2016, that S&P Global Ratings lowered
its corporate rating on Exeter, N.H.-based Performance Sports Group
Ltd. to 'CCC' from 'CCC+'.  "The downgrade reflects our view that
PSG will likely experience a near-term liquidity shortfall or debt
restructuring within the next 12 months," said S&P Global Ratings
credit analyst Bea Chem.


PLANET MERCHANT: Hires McGill, Gotsdiner as Attorney
----------------------------------------------------
Planet Merchant Processing, Inc., seeks authorization from the U.S.
Bankruptcy Court for the District of Nebraska to employ McGill,
Gotsdiner, Workman & Lepp, PC, LLO as attorney.

The Debtor requires McGill Gotsdiner to:

     a. give the Debtor legal advice with respect to its powers and
duties as debtor-in- possession and in the continued operation of
its business and in the management and reorganization of its
affairs;

     b. prepare on behalf of the applicant necessary applications,
answers, orders, reports and other papers.

     c. perform all other legal services for the applicant which
may be necessary herein.

     d. sell the Debtor's assets or stock, if needed, and preparing
all legal documents regarding the same;

     e. prepare and filing a plan of reorganization and
accompanying disclosure statement for and on behalf of the Debtor;
and

     f. perform all other legal services for the Debtor as may be
reasonably requested by the Debtor and are reasonably necessary
herein.

The Debtor will compensate Firm's attorneys anticipated to
principally represent the Debtor at $205 to $325 per hour.

Sam King, Esq., shareholder of McGill, Gotsdiner, Workman & Lepp,
PC, LLO, assured the Court that the firm does not represent any
interest adverse to the Debtor and its estates.

MGWL may be reached at:

      Sam King, Esq.
      McGill, Gotsdiner, Workman & Lepp, P.C., L.L.O.              

      First National Plaza, Suite 500
      11404 West Dodge Road
      Omaha, NE 68154-2584
      Phone: 402-492-9200
      E-mail: samking@mgwl.com

            About Planet Merchant Processing, Inc.

???Planet Merchant Processing, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. D. Nebr. Case No. 16-81243) on August 17, 2016.
The Hon. Thomas L. Saladino presides over the case.?? McGill,
Gotsdiner, Workman & Lepp, P.C., L.L.O. represents the Debtor as
counsel.

In its petition, the Debtor estimated $1 million to??$50 million in
both assets and liabilities.  The petition was signed by Dennis
O'Brien, president.



POLYCOM INC: Moody's Assigns B2 CFR & Rates $800 1st Lien Debt B1
-----------------------------------------------------------------
Moody's Investors Service assigned to Polycom, Inc. a first-time B2
Corporate Family Rating (CFR), a B1 rating to the company's $800
million of first lien credit facilities and a Caa1 rating to the
$175 million of second lien credit facilities. The ratings have a
stable outlook. Funds affiliated with Siris Capital will use
Polycom's cash on hand, proceeds from the new credit facilities and
$660 million of common equity to finance the acquisition of Polycom
for approximately $2 billion, including Polycom's existing debt.

RATINGS RATIONALE

Polycom's B2 rating reflects the company's challenging business
environment characterized by intense competition and technology
shifts in the enterprise video and voice collaboration markets. In
addition, Polycom's product-centric sales can be volatile as demand
is driven by Polycom's and its competitors' product upgrade cycles
and changes in the macroeconomic environment in its various
markets. The rating additionally considers the heightened execution
risks in the company's plans to reverse revenue declines while
implementing significant cost savings. Pro forma for the
acquisition, Moody's estimates that Polycom's total debt to EBITDA
(Moody's adjusted) will be about 4.5x, before considering the $75
million of planned cost savings which Polycom expects to achieve by
year-end 2018.

Polycom's ratings are supported by its good operating margins even
before the cost savings are included and its leading #1 or #2
market positions in the niche audio and video conferencing endpoint
markets. The rating incorporates Moody's expectation that Polycom's
revenue declines should moderate significantly in 2017 and revenues
will grow modestly in 2018, driven by the recent introductions of
new products in the company's audio and video endpoint markets, and
by leveraging its conferencing endpoint products in partnership
with Unified Communications as a Service vendors, such as BroadSoft
and Microsoft. Moody's expects Polycom's average selling prices to
continue to erode across the majority of its product lines but
strong volume growth should mitigate the erosion in average prices.
Moody's expects Polycom's total debt to EBITDA (Moody's adjusted)
to decline to 4x by 2017 driven by improving revenue trends and
realization of cost savings. Polycom's good liquidity supports its
credit profile.

The stable ratings outlook is based on Moody's expectation that
Polycom's revenues should rebound over the next 12 to 18 months and
it should generate free cash flow of 5% of total debt (Moody's
adjusted) in 2017.

Moody's could downgrade Polycom's ratings if revenue declines
persist, total debt to EBITDA remains above 4.5x or free cash flow
falls to the low single percentages of total debt.

A ratings upgrade is not expected in the intermediate term given
Polycom's declining revenues and high financial risk tolerance
under sponsors. Moody's could upgrade Polycom's ratings if it
believes that Polycom can maintain total debt to EBITDA below 3.5x
and free cash flow approaches 15% of total debt driven by strong
earnings growth.

Ratings Assigned:

   Issuer: Polycom, Inc.

   -- Corporate Family Rating - B2

   -- Probability of Default Rating - B2-PD

   -- $50 million first lien revolving credit facility -- B1 (LGD
      3)

   -- $750 million first lien Term Loan facility -- B1 (LGD 3)

   -- $175 million second lien Term Loan facility -- Caa1 (LGD 5)

Outlook

   -- Stable Outlook

Polycom provides products and services that enable voice, video and
content collaboration to enterprise customers.

The principal methodology used in these ratings was Diversified
Technology Rating Methodology published in December 2015.


POLYCOM INC: S&P Assigns 'B' CCR & Rates $800MM Facility B+
-----------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to San
Jose, Calif.-based Polycom Inc.  The outlook is stable.

S&P also assigned its 'B+' issue-level rating and '2' recovery
rating to the company's $800 million first-lien credit facility,
consisting of a $50 million revolver due in 2021 and a
$750 million first-lien term loan B due in 2023.  The '2' recovery
rating indicates S&P's expectation of substantial (lower half of
the 70%-90% range) recovery for the first-lien debt holder in the
event of default.  In addition, S&P is assigning its 'B-'
issue-level rating and '5' recovery rating to the company's $175
million second-lien term loan due in 2024.  The '5' recovery rating
indicates S&P's expectation of modest (upper half of the 10%-30%
range) recovery for the second-lien debt holders in the event of
default.

The rating reflects Polycom's declining market share and niche
products within the highly competitive and transitioning unified
communications (UC) industry.  These risks are partially mitigated
by the company's strong brand, large footprint with enterprise
customers, deepening partnership with Microsoft, and new and
refreshed product offerings.  S&P's assessment of Polycom's
financial risk profile is based on its high debt burden, with
leverage in the mid-5x area in the 12 months ended June 30, 2016.
Although S&P expects cost reductions to mitigate EBITDA margin
declines, S&P estimates that adjusted leverage will peak to the
low-6x area by the end of 2016 as S&P expects revenues to decline
in the high-single digit area.

Polycom is a global provider of voice and video endpoint solutions
within the UC industry. The company serves more than 400,000
companies and institutions in various end markets, including
financial services, manufacturing, government, education, and
healthcare.  The company has a leading position within the
enterprise conference and desktop communications endpoint market.
Recently, it experienced market share loss as the UC industry
consolidates and shifts from an on-premises model to a cloud
model.

"We expect the approximately $5 billion UC cloud market to reach
$16 billion by 2020, outgrowing the UC on-premise market, which is
about $17 billion and is expected to decline at a negative 5%
compound annual growth rate (CAGR) for the same period.  In
response, large UC providers such as Avaya, Mitel, and Cisco have
made strategic investments in cloud solutions and competing voice
and video endpoints to create a full stack offering.  While Polycom
does not compete in the broader UC industry, it has leading share
of the video and voice desktop and conferencing equipment market.
We expect demand for Polycom's legacy products and services to
continue to decline as customers prefer an open ended architecture
cloud service model, whether from full stack providers or
independent UC cloud providers such as Microsoft Skype for Business
(SfB).  Secular declines in the UC on-premise market combined with
Cisco's refreshed products contributed to Polycom's market share
loss, particularly in video where refresh cycles tend to be long.
Despite that, we expect revenues from new product sales to more
than offset declines in legacy products and services by 2017.  We
believe the company's new and refreshed interoperable products,
coupled with partnering with one of the fastest growing UC
providers, Microsoft SfB, would enable Polycom to achieve revenue
growth in 2017.  The partnership includes R&D investment from
Microsoft to support product integration and a joint go-to-market
strategy," S&P said.

The stable outlook reflects S&P's view that the company will
achieve low-single-digit revenue growth and its planned cost
savings will mitigate margin declines in 2017.

S&P could lower the rating over the next 12 months if the company
is unable to realize cost synergies or experiences increased
competitive pressure such that leverage increases to 7x on a
sustained basis or FOCF approaches break-even.

An upgrade is unlikely over the next 12 months as S&P expects costs
to achieve synergies and continued investment in new products will
weigh on company's ability to generate higher FOCF for debt
repayment.  In addition, S&P views the company's private equity
ownership structure precludes sustained debt reduction below 5x.


PRITHVI CATALYTIC: Court Denies Bid to Amend Suit vs. Beyondsoft
----------------------------------------------------------------
In the case captioned PRITHVI CATALYTIC, INC. n/k/a ABILIUS, INC.,
KYKO GLOBAL, INC., and KYKO GLOBAL GMBH, Plaintiffs, v. MICROSOFT
CORPORATION, COLLABERA, INC., BEYONDSOFT CORPORATION, IAN OLSON,
and SHANNON KROHN, Defendants, Adv. Proc. No. 14-02176-GLT (Bankr.
W.D. Pa.), Judge Gregory L. Taddonio of the United States
Bankruptcy Court for the Western District of Pennsylvania denied
the Plaintiffs' Motion to Reinstate Counts Nine and Ten of their
complaint.

The Plaintiffs commenced the adversary proceeding on August 21,
2014.  Among the allegations contained within the Complaint, Count
Nine alleged a claim against all defendants for violations of the
automatic stay in the Prithvi Catalytic, Inc. bankruptcy case, and
Count Ten sought a finding of civil contempt against each defendant
"as a result of their actions in violating the automatic stay[.]"
Defendant, Beyondsoft Corporation, moved to dismiss the Complaint
under Civil Rule 12(b)(6).

Judge Taddonio held that the Plaintiffs unduly delayed, without
acceptable explanation, the filing of their request to amend the
Complaint to assert claims for violations of the automatic stay and
civil contempt against Beyondsoft Corporation.  The judge pointed
out that the Plaintiffs had numerous opportunities to file the
amendment and failed to do so.  As it also appears that an amended
complaint will cause undue prejudice to Beyondsoft by adding to the
discovery costs at this late juncture, the Court finds the Motion
is not well taken, the judge said.

Judge Taddonio pointed out that after the Court dismissed the
claims as to Beyondsoft, the Plaintiffs neglected to pursue a
timely amendment to keep the claims viable. When balancing the
equities and the potential harm to each party caused by the
prospect of a late amendment, the Court cannot ignore that the
Plaintiffs could have easily avoided controversy with prompt
action, whereas Beyondsoft could reasonably expect that Plaintiffs
were no longer interested in pursuing those claims when the
amendment deadline expired without extension, the judge said,

The bankruptcy case is In re: PRITHVI CATALYTIC, INC. n/k/a
ABILIUS, INC., Chapter 11, Reorganized Debtor, Case No.
13-23855-GLT (Bankr. W.D. Pa.).

A full-text copy of the Memorandum Opinion dated August 30, 2016 is
available at https://is.gd/1oHI05 from Leagle.com.

Prithvi Catalytic, Inc. n/k/a Abilius, Inc., Plaintiff, is
represented by Kristi A. Davidson, Esq. -- kristi.davidson@bipc.com
-- Buchanan Ingersoll & Rooney PC, Christina Orr Magulick, Esq. --
cmagulick@gordonrees.com -- Gordon & Rees, LLP, Timothy P. Palmer,
Esq. -- timothy.palmer@bipc.com -- Buchanan Ingersoll & Rooney PC,
Alan J. Peters, Kyko Global Inc., Darian Stanford, Esq. -- Slinde
Nelson Stanford.

Kyko Global, Inc. and Kyko Global GmbH, Plaintiff, is represented
by Jayson M. Macyda, Kyko Global Inc..

Microsoft Corporation, Defendant, is represented by James W. Kraus,
Esq. -- JWK@Pietragallo.com -- Pietragallo Gordon Alfano Bosick &
Raspanti, LLP, Wendy E. Lyon, Esq. -- wlyon@riddellwilliams.com
--Riddel Williams P.S., Richard J. Parks, Esq. --
RJP@Pietragallo.com -- Pietragallo Gordon Alfano Bosick & Raspa,
Joseph E. Shickich, Jr., Esq. -- jshickich@riddellwilliams.com --
Riddell Williams, P.S..

Collabera, Inc., Defendant, is represented by Jessica Burt, Esq. --
jessica.burt@dbr.com -- Drinker Biddle & Reath LLP, Lawrence J. Del
Rossi, Esq. -- lawrence.delrossi@dbr.com -- Drinker Biddle & Reath
LLP, Marita Skye Erbeck, Esq. -- marita.erbeck@dbr.com -- Drinker
Biddle & Reath LLP.

Beyondsoft Corporation, Defendant, is represented by David James
Morgan, Esq. -- Gordon & Rees LLP.


PUERTO RICO: Moody's Says Banks Can Absorb Additional Stress
------------------------------------------------------------
Owing to the Commonwealth of Puerto Rico's (Caa3 developing)
significant economic and operating challenges, the three rated
banks: Banco Santander Puerto Rico (BSPR, A2/Baa2 stable, ba3),
Banco Popular de Puerto Rico (Popular, Ba2/B2 negative, b1) and
FirstBank (B1/Caa1 negative, b3) will continue to endure high
levels of problem assets and anemic prospects for earnings and
growth in 2017, despite de-risking and cost cutting efforts,
Moody's Investors Service says in a new report.

The economic contraction in Puerto Rico is estimated at -2.4% for
2016 and -0.9% in 2017, continuing a downturn that began in 2004,
which reflects the fragile business and investment sentiment amid
Puerto Rico's uncertain fiscal and debt situation.

"The lesser contraction expected for 2017 reflects our view that
the creation of a control board and legal framework for
restructuring Puerto Rico's debt will increase legal and economic
certainty and help stem investment outflows from the island," said
Jeanne Del Casino, a Moody's Vice President -- Senior Credit
Officer.

Moody's says the banks have reduced their exposures to the Puerto
Rico public sector, although they remain significant, and will
drive nonperforming loans (NPLs) higher since Puerto Rico's weak
finances make a debt restructuring inevitable. Moreover, the newly
enacted oversight board has been explicitly tasked with
restructuring the commonwealth's debt.

The report "Banco Santander Puerto Rico, Popular, Inc. and
FirstBank Puerto Rico: Banks Can Absorb Further Asset Quality
Stress Resulting from Puerto Rico's Unceasing Recession," says
commercial banks' assets and loan books have contracted alongside
the downturn in the economy. This trend is anticipated to persist
amid economic pressures as banks' loan balances decline and
continue to write down assets, hindering earnings growth.

However, the banks can absorb further asset quality and earnings
stresses at their current capitalization levels Moody's stress
tests indicate. In both the baseline and stress scenarios, the
banks' capital levels stay above the minimum regulatory
requirements for CET1 + capital conservation buffer of 7%.

Banco Santander Puerto Rico leads with a much higher post-stress
tangible common equity (TCE) ratio of 24.2% compared to Popular's
11.4% and FirstBank's 11.9%. However, Popular's capital falls the
least, with a decline of 230 basis points in the TCE ratio, versus
410 bps for Banco Santander Puerto Rico and 420 bps for FirstBank.
This reflects Popular's lower beginning NPL levels and better
profitability profile.


Q AND Q REALTY: Case Summary & 4 Unsecured Creditors
----------------------------------------------------
Debtor: Q and Q Realty LLC
        95-02 35th Avenue
        Flushing, NY 11372-6028

Case No.: 16-44044

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: September 9, 2016

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Hon. Nancy Hershey Lord

Debtor's Counsel: Robert L Reda, Esq.
                  LAW OFFICE OF ROBERT L. REDA, PC
                  One Executive Boulevard, Suite 201
                  Suffern, NY 10901
                  Tel: 845-357-5555
                  Fax: 845-357-3333
                  E-mail: rreda@redalaw.com

Total Assets: $4 million

Total Liabilities: $2.16 million

The petition was signed by Juan Galvan, managing member.

A copy of the Debtor's list of four unsecured creditors is
available for free at http://bankrupt.com/misc/nyeb16-44044.pdf


QUALITY CARE: Moody's Assigns B2 Corp Family Rating, Outlook Stable
-------------------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating, B2 first lien ratings and a B3 second lien rating to
Quality Care Properties, Inc. (QCP). QCP will be a publicly traded
REIT when HCP, Inc.'s (senior unsecured rating at Baa2, Stable)
spin-off transaction is completed. The outlook for QCP's ratings is
stable.

The following ratings were assigned

   -- Corporate family rating at B2

   -- First lien term loan rating at B2

   -- First lien credit facility rating at B2

   -- Second lien note rating at B3

RATINGS RATIONALE

QCP's ratings reflect significant tenant concentration to HCR
Healthcare LLC (HCR, B3 corporate family rating, negative outlook),
exposure to the heavily regulated skilled nursing (SNF) segment and
negligible unencumbered asset pool. Moderate leverage for the
rating level, sound fixed charge coverage and adequate liquidity
are some important positive credit considerations.

At 2Q2016, the HCR SNF portfolio was 83% occupied and HCR's
normalized EBITDAR coverage, excluding provisions for general and
professional liability claims, was weak at 1.03x. The Department of
Justice's investigation of HCR increases credit risk as there is
material uncertainty regarding the resolution timeline and
magnitude of penalties, if any.

Post spin-off and financing, QCP's capital structure will include
$1750 million of issued debt relative to a gross asset base of
approximately $6.0 billion. Effective leverage, debt + preferred as
a % of gross assets, will be close to 30% and fixed charge coverage
will be strong for the rating category. Nevertheless, given the
preponderance of secured financing in the capital structure, the
REIT will not have access to a meaningful unencumbered base.
However, near term liquidity requirements will be modest with no
significant debt maturities through 2021.

The stable ratings outlook reflects QCP's healthy liquidity
position and stable capital and earnings profile given the
long-term nature of the lease arrangements and cash based revenue
recognition. The outlook also reflects Moody's expectation of
successful execution of the capitalization plan.

A ratings upgrade is unlikely in the near-term given the tenant
concentration and tenant's weak credit coverage metric. Positive
rating movement would require HCR's normalized EBITDAR coverage to
improve to 1.4x or higher, QCP's fixed charge coverage to remain
above 3.0x and unencumbered asset greater than 20% of gross assets.
A reduction in single tenant exposure to 60% of aggregate revenue
or lower would also be a meaningful factor.

QCP's ratings can be downgraded if HCR's normalized EBITDAR
coverage drops below 1.0x or QCP's fixed charge coverage is closer
to 2.0x on a sustained basis. Deterioration in HCR's liquidity
profile can also affect QCP's ratings.

Post Spin-off, QCP will be one the largest REITs landlords in the
SNF segment with 274 post-acute/SNF assets and 62 memory
care/assisted living facilities (AL) in 30 states including 17
properties held for sale. HCR is the tenant in 249 SNF and 61 AL
assets under a master lease arrangement guaranteed by HCR
Healthcare.


QUALITY CARE: S&P Assigns 'B+' CCR, Outlook Stable
--------------------------------------------------
S&P Global Ratings assigned its 'B+' corporate credit rating to
Quality Care Properties Inc.  The outlook is stable.

At the same time, S&P assigned a 'BB' issue-level rating and '1'
recovery rating to Quality Care Properties' $1 billion first-lien
term loan and $100 million revolver.  The '1' recovery rating
indicates S&P's expectation for a very high recovery (90% to 100%)
for loanholders in the event of a payment default.  S&P assigned a
'BB-' issue-level rating and '2' recovery rating to Quality Care
Properties $750 million second-lien notes.  The '2' recovery rating
indicates S&P's expectation for a substantial recovery
(70% to 90%, higher end of the range) for bond-holders in the event
of a payment default.  The borrowers of the credit facility will be
SNF West Sub-REIT, SNF Central Sub-REIT, SNF East Sub-REIT, and AL
Sub-REIT.

S&P expects the company to use proceeds from the offering to fund
the spin-off transaction from HCP Inc. (BBB/Stable/--) through a
tax-efficient distribution to HCP shareholders in the third quarter
of 2016. Post spin-off, Quality Care Properties will be an
independent publicly-traded company that owns, manages and acquires
health care-related real estate properties.

"The ratings on Quality Care Properties incorporate its significant
market position in the SNF industry that is saddled with
reimbursement risk and a concentrated tenant base; however,
long-term triple-net leases provide some stability to cash flows,
and we expect the company to operate with relatively conservative
credit protection measures," said credit analyst Sarah Sherman. "We
expect Quality Care Properties to use excess cash flow to reduce
debt given the company's low prospective dividend payout policy
that could improve metrics beyond our base-case scenario. However,
we believe the integral issue going forward will be Quality Care
Properties' ability to achieve sustainable rent coverage at HCR
(B-/Developing/--), which caused inconsistent cash flow generation
for HCP in the past."

The stable outlook reflects S&P's expectation for Quality Care
Properties to continue collecting rent from HCR, leading to
adequate cash flow generation.  While HCR remains pressured by
Medicare Advantage and the uncertainty surrounding the Department
of Justice investigation, S&P believes Quality Care Properties will
be able to maintain or improve credit protection measures over the
next year following an expected rent renegotiation, alleviating
weak tenant coverage levels.

S&P would consider lowering the ratings on the company if
additional rent renegotiations appear likely such that Quality Care
Properties exhibits volatility in its cash flows, causing S&P to
reevaluate its business risk assessment.  Additionally, S&P could
lower the rating if leverage increases above 7.5x or fixed-charge
coverage drops below 1.7x.  A lower rating is also possible if
liquidity becomes constrained as a result of covenant cushion
declining below 15% because of lower NOI generation, likely driven
by additional rent concessions beyond our forecast.

S&P does not believe an upgrade is likely over the next 12 months,
given Quality Care Properties' tenant concentration.  Longer term,
S&P would consider raising the rating by one notch if Quality Care
Properties is able to diversify its tenant base.  Additionally, S&P
would consider an upgrade if leverage were to decline below 4.5x
and if fixed-charge coverage improves above 3.1x for a sustained
period.


REDBOX AUTOMATED: S&P Assigns B CCR & Rates $440MM Facilities B+
----------------------------------------------------------------
S&P Global Ratings said that it assigned its 'B' corporate credit
rating to Redbox Automated Retail LLC.  The rating outlook is
stable.

At the same time, S&P assigned its 'B+' issue-level rating and '2'
recovery rating to the Redwood Merger Sub Inc.'s proposed $440
million first-lien secured credit facilities.  The '2' recovery
rating indicates S&P's expectation for substantial (70%-90%; upper
half of the range) recovery of principal for lenders in the event
of a payment default.  The credit facilities consist of a $40
million revolving credit facility due 2021 and a $400 million term
loan due 2021.  Redbox will be the borrower after the transaction
closes.

"Our 'B' corporate credit rating on Redbox reflects our expectation
for meaningful revenue declines over next several years, which more
than offset the company's strong market share in DVD rentals, wide
U.S. geographic coverage, good profitability, and healthy
discretionary cash flow," said S&P Global Ratings' credit analyst
Andy Liu.  Redbox is facing unfavorable secular trends stemming
from a proliferation of video viewing alternatives such as video on
demand (VOD), transaction-video-on-demand (TVOD), and
subscriber-video-on-demand (SVOD), as well as greater competition
for leisure time.  We believe that unfavorable secular trends are
unlikely to reverse and could actually worsen with SVOD providers
Amazon Prime, Hulu, Netflix, and other cable channels increasing
their investments in original programming and expanding the ways
that their subscribers could access their content.  These are also
key factors behind our assessment of Redbox's business risk profile
as weak," S&P said.

The stable rating outlook is based on S&P's expectation that Redbox
will generate good discretionary cash flow over the next several
years and apply a meaningful portion of that cash flow toward
repaying its debt, while maintaining good cost control that should
enable it to persist despite unfavorable secular trends its
business faces.

S&P could lower its corporate credit rating on Redbox if
unfavorable secular trends worsen, causing the company's revenue to
decline well in excess of S&P's estimate of a low-teen percentage
decline.  Additionally, S&P could lower the rating if Redbox's
adjusted debt leverage exceeds 2x or if its financial covenant
compliance headroom declines to less than 15%.

S&P views the probability of an upgrade as low.  S&P could raise
the rating if unfavorable secular trends diminish significantly
such that the company is able to stabilize its revenues or
experience low rate of revenue decline (low-single-digit
percentage), while maintaining its current EBITDA margin and its
adjusted debt leverage in the 1.5x-2x range.


REHOBOTH MCKINLEY: Fitch Maintains 'B' Bonds Rating on Watch Neg.
-----------------------------------------------------------------
Fitch Ratings maintains its Rating Watch Negative on these revenue
bonds issued by the New Mexico Hospital Equipment Loan Council on
behalf of Rehoboth McKinley Christian Health Care Services, Inc.
(RMCHCS), which are currently rated 'B'.

   -- $5.6 million hospital facility improvement and refunding
      revenue bonds, series 2007A.

                            SECURITY

The bonds are secured by a pledge of revenues and equipment and a
debt service reserve fund.

                         KEY RATING DRIVERS

CONTESTED SUPPLEMENTAL PAYMENTS: In July 2016, RMCHCS received
notice that reimbursement received under Medicare's Low Volume
Adjustment (LVA) program from fiscal 2013 through fiscal 2016 were
in error and that Medicare would recoup payments for those years
beginning in July 2016.  RMCHCS is contesting this decision.  The
Rating Watch Negative reflects the potential negative impact of
Medicare's intention to recoup prior year LVA payments on RMCHCS'
liquidity and working capital position.

WEAK LIQUIDITY POSITION: At July 31, 2016, RMCHCS reported
unrestricted cash and investments of $5.8 million equal to 35 days
cash on hand (DCOH).  According to management, a total of
$1 million has been recouped by CMS in July and August relating to
payments made in fiscal years 2014 and 2016.  There is $900K of
2015 tentative cost report yet to deal with of which $802K relates
to LVA.  To offset the recoupment and to comply with its liquidity
covenant (30 DCOH), RMCHCS has accessed a $1.2 million line of
credit in August.

SMALL REVENUE BASE: Fitch believes RMCHCS' small revenue base
remains a key credit concern as the hospital has limited
flexibility to handle adverse events.

SOLID OPERATING RESULTS: RMCHCS operating results improved sharply
in 2015 with a 2.2% operating margin compared to a negative 13.3%
operating margin in 2014.  Excluding approximately $2.5 million of
tax revenues that were not available for debt service, coverage of
maximum annual debt service by EBITDA improved to solid 4.4x in
2015.  Through the seven months ended July 31, operating margin was
2.5%.

RECEIPT OF FORBEARANCE AGREMENT: In Fitch's prior rating action
dated March 8, 2016, the resolution of the Rating Watch Negative
was predicated on receipt of the forbearance agreement by RMCHCS.
According to management, a forbearance agreement has been received
which eliminates the risk of acceleration related to the debt
service coverage violation in 2014.  The receipt of this agreement
has been factored into the rating; however, Fitch has requested but
has not yet received a copy of this agreement.

                         RATING SENSITIVITIES

IMPACT OF LOW VOLUME ADJUSTMENTS: Despite improved operating
results in 2015 and through the seven month interim period,
Rehoboth McKinley Christian Health Care Services' working capital
position remains precarious.  The impact of Medicare's intention to
recoup payments made under the Low Volume Adjustment for prior
years could result in a violation of its DCOH covenant (30 days)
and hamper the corporation's ability to fund operations. Resolution
of the impact of the prior year's cost reports is needed to remove
the bonds from Rating Watch Negative.

                           CREDIT PROFILE

Rehoboth McKinley Christian Health Care Services, Inc. is a 60-bed
general acute care hospital located in Gallup, NM (138 miles west
of Albuquerque, NM and 180 miles east of Flagstaff, AZ).  Total
operating revenue in fiscal 2015 was $58.6 million.


RESOLUTE FOREST: Moody's Cuts Senior Unsecured Notes Rating to B1
-----------------------------------------------------------------
Moody's Investors Service downgraded Resolute Forest Product Inc's
senior unsecured notes due 2023 to B1 from Ba3 and raised the
speculative-grade liquidity rating to SGL-1 (very good liquidity)
from SGL-2 (good liquidity). The company's existing ratings,
including the Ba3 Corporate Family Rating and Ba3-PD Probability of
Default Rating were affirmed. The outlook remains stable.

"The downgrade of the senior unsecured notes resulted from
Resolute's announcement to add $185 million of additional secured
debt which would rank ahead of the senior unsecured notes in the
capital structure," said Ed Sustar, Senior Vice President with
Moody's. "The liquidity rating was raised as the additional credit
facilities will provide Resolute access to additional liquidity to
cover higher than normal near term capital expenditures ", added
Sustar.

Ratings Downgraded:

   Issuer: Resolute Forest Products Inc.

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to B1
      (LGD4) from Ba3 (LGD4)

Ratings Raised:

   Issuer: Resolute Forest Products Inc.

   -- Speculative Grade Liquidity Rating, Raised to SGL-1 from
      SGL-2

Outlook Actions:

   Issuer: Resolute Forest Products Inc.

   -- Outlook, Remains Stable

Affirmations:

   Issuer: Resolute Forest Products Inc.

   -- Probability of Default Rating, Affirmed Ba3-PD

   -- Corporate Family Rating, Affirmed Ba3

RATINGS RATIONALE

The raising of Resolute's speculative-grade liquidity rating to
SGL-1 reflects Moody's view that the company will have about $535
million of liquidity to fund cash requirements of about $130
million over the next 12 months. The company has about $40 million
of cash (as of 30 June 2016), availability under its $600 million
asset-based revolving credit facility that matures in May 2020 and
a new $185 million credit facility. These sources of liquidity are
more than sufficient to cover the higher than normal near term
capital expenditures related to the completion of the company's
$270 million construction of a new tissue paper machine and three
converting lines at its Calhoun, Tennessee pulp and paper mill.
Resolute has no near term debt maturities, and its core debt
(senior unsecured notes) does not mature until 2023.

Resolute's Ba3 CFR reflects the company's strong market positions
in paper, pulp and lumber, integrated product diversity, strong
liquidity and favorable cost position for most of the products that
it manufactures. The rating is tempered by high adjusted leverage
(6x as of June 2016) given the company's significant unfunded
pension liabilities and the secular decline of newsprint and
specialty papers, which represents about 60% of the company's
revenue. This paper decline is somewhat offset by the recovery of
the company's wood products segment as the US housing market
strengthens and the diversification provided by the company's
market pulp, wood products and growing tissue business.

The stable outlook reflects our expectation that weaker results
from Resolute's paper business will be partially offset by higher
lumber and market pulp sales from the full ramp-up of completed
capacity expansion projects and from earnings from the company's
growing tissue business.

An upgrade may be warranted if the company continues to diversify
away from the declining paper market, with adjusted debt to EBITDA
approaching 3x on a sustained basis (6x as of June 2016), while
maintaining strong liquidity. Resolute's ratings could face
downward ratings pressure if the company's liquidity position
deteriorates or if adjusted Debt to EBITDA exceeds 5.5x for a
sustained period of time.

The principal methodology used in these ratings was Global Paper
and Forest Products Industry published in October 2013.

Headquartered in Montreal (Quebec, Canada), Resolute produces
newsprint, commercial printing papers, market pulp, tissue and wood
products. Net sales for the last twelve months ending June 2016
were $3.6 billion.


RESOLUTE FOREST: S&P Lowers Rating on Sr. Unsecured Notes to 'B+'
-----------------------------------------------------------------
S&P Global Ratings said it lowered its issue-level rating on
Montreal-based Resolute Forest Products Inc.'s senior unsecured
notes to 'B+' from 'BB-'.  S&P Global Ratings also revised its
recovery rating on the notes to '5' from '4'.  The '5' recovery
rating indicates S&P's expectation for modest (10%-30%; lower half
of the range) recovery in the event of a default.

The rating actions follow the company's announcement that it has
entered into a new senior secured credit agreement with an
aggregate lender commitment of up to US$185 million.  The agreement
comprises a US$46.25 million nine-year term loan and a US$138.75
million six-year revolving credit facility.  S&P estimates this
increase of secured credit facilities within the company's capital
structure should result in weaker recovery prospects for unsecured
claims in our hypothetical default scenario.  S&P's 'BB-' long-term
corporate credit rating with a negative outlook on Resolute is
unchanged.

S&P's forecast credit measures are largely unchanged after
incorporating the proposed transaction, because S&P had previously
expected that negative adjusted free operating cash flow through
2017 to contribute to higher debt levels.  That said, S&P believes
the new credit facilities will reinforce its view of Resolute's
strong liquidity by increasing our expected sources of cash in the
next 12 months by more than 30%.

Recovery Analysis

Key analytical factors

   -- S&P's '5' recovery rating corresponds with its expectation
      of modest (10%-30%; in the lower half of the range) recovery

      in its hypothetical default scenario for Resolute.

   -- S&P valued the company on a going-concern basis using a 5x
      multiple--consistent with that of industry peers--of S&P's
      projected mergence EBITDA.

   -- S&P estimates that, for Resolute to default, EBITDA would
      need to decline significantly, representing a material
      deterioration from the current state of its business.

   -- S&P assumes that, in a hypothetical bankruptcy scenario, the

      company's US$600 million asset-based loan revolving credit
      facility is 60% drawn, the US$138.8 million cash flow
      revolver is 85% drawn, and the US$46.3 million term loan is
      fully drawn--all with a priority claim on the company's U.S.

      assets (estimated at 60% of Resolute's enterprise value).  
      S&P estimates that just over US$80 million is available to
      senior unsecured claims (which primarily consist of the
      company's senior unsecured notes), and this represents the
      net value of Resolute's Canadian assets (after estimated
      unfunded pension and postretirement obligations in Canada,
      which S&P assumes are senior to the unsecured notes (which
      are not guaranteed by Resolute's foreign subsidiaries).

Simulated default assumptions
   -- Simulated year of default: 2020
   -- EBITDA at emergence: US$180 million
   -- EBITDA multiple: 5x

Simplified waterfall
   -- Net enterprise value (after 5% administrative costs):
      US$855 million
   -- Valuation split in % (obligors/non-obligors): 60/40
      ---------------------------------------------------------
   -- Priority claims at guarantor subsidiaries: US$548 million
   -- Unsecured claims at nonguarantor subsidiaries:
      US$259 million
   -- Total value available to remaining unsecured claims:
      US$83 million
   -- Senior unsecured debt and pari passu claims: US$764 million
      -- Recovery expectations: 10%-30% (lower half of the range)
Note: All debt amounts include six months of prepetition interest.

RATINGS LIST

Downgraded/Recovery Rating Revised

                            To       From
Resolute Forest Products Inc.
Senior unsecured notes      B+       BB-
  Recovery rating           5        4


RICE BUILDING: Balance of Sale Proceeds to Fund Unsecureds Payment
------------------------------------------------------------------
Rice Building, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of New York a disclosure statement dated Sept. 6,
2016, to accompany its Chapter 11-exit plan.  A full-text copy of
the Disclosure Statement is available at:

          http://bankrupt.com/misc/14-11051-188.pdf

The Debtor owned and operated real property located at 35, 37, 39,
41, and 42 Elberon Place, in Albany, New York, and 218 Western
Avenue, in Albany, New York.

Depending on the allowance or disallowance of certain claims filed
against the Debtor, holders of Class 1 General Unsecured Claims may
receive up to 100% of their claims.  Distributions to creditors
under the Plan will be made from payments received on account of
the promissory notes held by the Debtor for the payment of the
balance of the proceeds of the sale of 218 Western Avenue.

Prior to the filing of the Disclosure Statement, the Debtor sold
its properties.  As a result of the sales of the properties, all
secured claims have been paid in full.  The Debtor received a note
and mortgage in the amount of $144,000 secured by a second mortgage
against 218 Western Avenue, and a note and security agreement in
the amount of $48,000 for the purchase and sale of the Debtor's
furniture, fixtures and equipment.

Rice Building LLC filed a Chapter 11 petition (Bankr. N.D.N.Y. Case
No. 15-11654) on August 7, 2015, and is represented by Francis J.
Brennan, Esq., at Nolan & Heller, LLP, in Albany, New York.  At the
time of filing, the Debtor had $1 million in total assets and $1
million in total liabilities.  The petition was signed by Mark
Basco, managing member.  A list of the Debtor's two largest
unsecured creditors is available for free at
http://bankrupt.com/misc/nynb15-11654.pdf


ROBERTS BROADCASTING: Malpractice Suit Referred to Bankr. Court
---------------------------------------------------------------
In the case captioned ROBERTS BROADCASTING COMPANY et al.,
Plaintiffs, v. DANNA McKITRICK, PC., and A. THOMAS DEWOSKIN,
Defendants, No. 4:16-CV-00574-AGF, Judge Audrey G. Fleissig of the
United States District Court for the Eastern District of Missouri,
Eastern Division, denied the Plaintiff's motion to remand this case
to state court due to lack of subject matter jurisdiction and
referred this action to the United States Bankruptcy Court for the
Eastern District of Missouri for all further proceedings.

This legal malpractice action was filed in Missouri state court on
March 28, 2016, and removed by Defendants to this Court on April
25, 2016, on the basis of federal subject matter jurisdiction
pursuant to 28 U.S.C. Section 1334(b). This section grants the
district courts, except under certain circumstances not relevant
here, "original but not exclusive jurisdiction of all civil
proceedings arising under title 11, or arising in or related to
cases under title 11." It is undisputed that there is no diversity
between the parties, Judge Fleissig ruled.

Defendants' notice of removal asserts that all of Plaintiffs' state
law claims "arise in" a case under title 11, and thus this Court
has original jurisdiction pursuant to 28 U.S.C. Section 1334(b).
Defendants also assert that federal courts "routinely" hold that
professional malpractice claims concerning representation in
bankruptcy proceedings "arise in" a case under title 11 for
purposes of federal subject matter jurisdiction because the claims
would have no practical existence but for the bankruptcy.

A full-text copy of the Memorandum and Order dated August 30, 2016
is available at https://is.gd/Exr5aY from Leagle.com.

Roberts Broadcasting Company, Plaintiff, is represented by Daniel
P. Finney, III, Esq. -- FINNEY LAW OFFICE & Daniel P. Finney, Jr.,
Esq. -- FINNEY LAW OFFICE.

Roberts Broadcasting Company, Columbia South Carolina, LLC,
Plaintiff, is represented by Daniel P. Finney, III, FINNEY LAW
OFFICE & Daniel P. Finney, Jr., FINNEY LAW OFFICE.

Roberts Broadcasting Company, Evansville, Indiana, LLC, Plaintiff,
is represented by Daniel P. Finney, III, FINNEY LAW OFFICE & Daniel
P. Finney, Jr., FINNEY LAW OFFICE.

Roberts Broadcasting Company, Jackson, Mississippi, LLC, Plaintiff,
is represented by Daniel P. Finney, III, FINNEY LAW OFFICE & Daniel
P. Finney, Jr., FINNEY LAW OFFICE.

Danna Mckitrick, PC, Defendant, is represented by Thomas J. Magee,
Esq. -- tmagee@heplerbroom.com -- HEPLER BROOM & Kathleen S.
Hamilton, HEPLER BROOM.

A. Thomas DeWoskin, Defendant, is represented by Thomas J. Magee,
HEPLER BROOM & Kathleen S. Hamilton, HEPLER BROOM.

Roberts Broadcasting Company, aka WRBU-TV, filed for Chapter 11
bankruptcy in St. Louis, Missouri, (Bankr. E.D. Mo. Case No.
11-50744) on Oct. 7, 2011.  The Company said assets total $639,623
and liabilities total $3.19 million.  Affiliates that filed for
Chapter 11 on the same day are Roberts Broadcasting Company of
Jackson, MS, LLC (Bankr. E.D. Mo. Case No. 11-50745); Roberts
Broadcasting Company of Evansville, IN, LLC (Bankr. E.D. Mo. Case
No. 11-50746); and Roberts Broadcasting Company of Columbia, SC,
LLC (Bankr. E.D. Mo. Case No. 11-50747), each listing under $1
million in assets.


ROTARY DRILLING: Panel Hires Stout Risius as Financial Advisors
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Rotary Drilling
Tools USA LLC, et al., seeks authorization from the U.S. Bankruptcy
Court for the Southern District of Texas to retain Stout Risius
Ross, Inc. as financial advisors, nunc pro tunc to August 3, 2016.

The Committee requires Stout Risius to provide:

   (a) financial advisory services including a monthly analysis of

       the Debtors' financial information;

   (b) analysis of the Debtors' current assets and liabilities,
       PP&E and other "soft" assets;

   (c) review and analysis of the reporting regarding cash
       collateral and any debtor-in-possession financing
       arrangements and budgets;

   (d) qualitative analysis of the Debtors' plants, operations and

       facilities;

   (e) qualitative analysis of the Debtors' customers and
       suppliers;

   (f) qualitative analysis of the Debtors' principal products and

       markets;

   (g) attend Unsecured Creditors' Committee meetings to discuss
       Stout Risius' analyses;

   (h) review of filings required by the Bankruptcy Court or the
       Office of the United States Trustee, including, but not
       limited to, schedules of assets and liabilities, statements

       of financial affairs and monthly operating reports;

   (i) review of the Debtors' financial information, including,
       but not limited to, analyses of cash receipts and
       disbursements, financial statement items and proposed
       transactions for which Bankruptcy Court approval is sought;

   (j) assistance in evaluating reorganization strategies and
       alternatives available to the creditors;

   (k) assistance in preparing and/or reviewing documents
       necessary for confirmation;

   (l) advise and assistance in negotiations and meetings
       with the Debtors, the bank lenders, and customers;

   (m) determination of the Debtors' enterprise value as of the
       petition date and as of the effective date of a Chapter 11
       plan of reorganization (the "Valuation Dates");

   (n) determination of asset and liquidation valuations;

   (o) expert witness report and testimony regarding the Debtors'
       enterprise valuation, the valuation of any securities
       proposed to be issued under any Chapter 11 plan of
       reorganization for the Debtors, confirmation issues, or
       other matters;

   (p) litigation consulting services and expert witness testimony

       regarding confirmation issues, avoidance actions or other
       matters; and

   (q) other such functions as requested by the Committee or its
       counsel to assist the Committee in these Chapter 11 cases.

The Committee and Stout Risius agree that the Committee may limit
or expand the scope of the firm's representation from time to time
on terms mutually acceptable to the parties in writing.

Stout Risius will be paid at these hourly rates:

       Loretta Cross               $525
       Margaret Ceconi, Director   $440
       Andrew Masotta, Associate   $250
       Managing Directors          $400-$700
       Directors and
       Vice Presidents             $300-$475
       Managers                    $200-$375
       Associates                  $175-$350
       Analysts                    $75-$275

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

Loretta Cross, managing director of Stout Risius, 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.

Stout Risius can be reached at:

       Loretta Cross
       STOUT RISIUS ROSS, INC.
       815 Walker, Suite 1140
       Houston, TX 77002
       Tel: (713) 225-9580
       E-mail: lcross@srr.com

                 About Rotary Drilling Tools USA

Rotary Drilling Tools USA, LLC, manufactures and markets oilfield
drilling tubular tools. Rotary Drilling Tools sought Chapter 11
protection (Bankr. S.D. Tex. Case No. 16-33435) on July 6, 2016.
Judge Jeff Bohm is assigned to the case. The Debtor estimated
assets and liabilities in the range of $10 million to $50 million.

Brooke B Chadeayne, Esq., and Elizabeth M Guffy, Esq., at Locke
Lord Bissell & Liddell, LLP, serve as the Debtor's counsel. The
petition was signed by Bryan M. Gaston, chief restructuring
officer.

The Office of the U.S. Trustee appointed seven creditors to serve
on the official committee of unsecured creditors in the Chapter 11
cases of Rotary Drilling Tools USA, LLC, and its affiliates. The
Committee is represented by Christopher D. Johnson, Esq., Hugh M.
Ray, III, Esq., and Benjamin W. Hugon, Esq., at McKool Smith P.C.


SAEXPLORATION HOLDINGS: Moody's Withdraws Caa2 CFR
--------------------------------------------------
Moody's Investors Service has withdrawn SAExploration Holdings,
Inc.'s Caa2 Corporate Family Rating (CFR) and other ratings.  The
SGL-4 Speculative Grade Liquidity Rating and negative outlook have
also been withdrawn.

Withdrawals:

Issuer: SAExploration Holdings, Inc.
  Corporate Family Rating, Withdrawn, previously rated Caa2
  Probability of Default Rating, Withdrawn, previously rated Caa2-
   PD
  Senior Secured Regular Bond/Debenture, Withdrawn, previously
   rated Caa3 (LGD 5)
  Speculative Grade Liquidity Rating, Withdrawn, previously rated
   SGL-4

Outlook Actions:

Issuer: SAExploration Holdings, Inc.
  Outlook, Changed To Rating Withdrawn From Negative

                         RATINGS RATIONALE

Moody's has withdrawn the rating for its own business reasons.

SAExploration Holdings, Inc., headquartered in Houston, Texas, is a
provider of seismic data acquisition and related logistical
services to the global upstream oil and gas industry.


SANDRIDGE ENERGY: Bankruptcy Court Confirms Plan of Reorganization
------------------------------------------------------------------
SandRidge Energy, Inc. on Sept. 9, 2016, disclosed that its Plan of
Reorganization (the "Plan") was confirmed by the U.S. Bankruptcy
Court for the Southern District of Texas.  The Plan received
overwhelming support from its stakeholders and its confirmation
enables the Company to target emergence from Chapter 11 within the
next 30 days, eliminating $3.7 billion in pre-petition funded
indebtedness.

New SandRidge Capital Structure

The Company's pro forma capital structure will consist of an
undrawn $425 million first lien credit facility (maturing in 2020)
and $300 million in mandatorily convertible zero coupon debt that
will convert into equity.  Finally, SandRidge will issue new common
stock to its pre-petition second lien and general unsecured
creditors representing 100% of the pro forma equity interest in the
reorganized company.

Projected Liquidity at Emergence

The Company anticipates that it will emerge and the Plan will
become effective within 30 days, at which time the Company
estimates to have over $400 million of liquidity including cash on
hand and funds available under its first lien credit facility.

James Bennett, SandRidge President and CEO remarked, "The
confirmation of our plan is a milestone event toward the
restructuring of our business, attributable to the tireless work of
many individuals.  I would like to acknowledge and thank our
dedicated employees for their unwavering focus and high-level
performance throughout the reorganization process.  It's also
important to express my appreciation to our vendors and other
stakeholders for their cooperation and support.  We look forward to
continuing these relationships as we work together to grow our
business."

"Finally, I would like to express my personal thanks to our Board
of Directors for their years of service and recent efforts to
ensure a smooth and timely process," Mr. Bennett continued.

Jeff Serota, SandRidge Chairman of the Board and Chairman of the
Restructuring Committee of the Board, remarked, "Key to completing
our restructuring in a timely manner was the early recognition by
our stakeholders of the long-term value inherent in the company.
SandRidge worked constructively with its creditors and other
constituents to achieve plan approval and is now set to emerge from
bankruptcy as a stronger company."

Houlihan Lokey, Inc. is serving as financial advisor to SandRidge
and Kirkland & Ellis LLP is serving as legal counsel.

                   About SandRidge Energy, Inc.

SandRidge Energy, Inc. (OTC PINK: SDOC) --
http://www.sandridgeenergy.com/-- is an oil and natural gas
exploration and production company headquartered in Oklahoma City,
Oklahoma, with its principal focus on developing high-return,
growth-oriented projects in the U.S. Mid-Continent and Niobrara
Shale.

SandRidge Energy, Inc. and 24 of its subsidiaries each filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Tex. Lead Case No. 16-32488) on May 16, 2016. The petitions
were signed by Julian M. Bott as chief financial officer.

The Debtors have hired Kirkland & Ellis LLP as general bankruptcy
counsel, Zack A. Clement PLLC as local counsel, Houlihan Lokey
Capital, Inc. as financial advisor, Alvarez & Marsal Holdings, LLC
as restructuring advisor and Prime Clerk LLC as claims and noticing
agent.

The cases are assigned to Judge David R Jones.

The Office of the U.S. Trustee has appointed five creditors of
SandRidge Energy, Inc., to serve on the official committee of
unsecured creditors.


SEAHAWK HOLDINGS: S&P Assigns 'B' CCR, Outlook Stable
-----------------------------------------------------
S&P Global Ratings said that it assigned a 'B' corporate credit
rating to Round Rock, Texas-based Seahawk Holdings Ltd.  The
outlook is stable.

S&P assigned its 'B' issue-level rating and '3' recovery rating to
SonicWALL US HoldCo.'s $1.425 billion first-lien credit facility,
consisting of a $100 million five-year revolving credit facility
and a $1.350 billion six-year term loan.  The '3' recovery rating
indicates S&P's expectations for meaningful (upper half of the
50%-70% range) recovery in the event of payment default.

S&P also assigned its 'B-' issue-level rating and '5' recovery
rating to SonicWALL's $275 million seven-year second-lien term
loan.  The '5' recovery rating indicates S&P's expectations for
modest (lower half of the 10%-30% range) recovery in the event of
payment default.

S&P's rating is based on Seahawk's weak EBITDA margin profile and
the potential for near-term operational disruption from the
separation from Dell Inc.  Good product and end-market diversity,
and participation in a number of rapidly growing markets partially
offset these risks.  Although S&P expects trailing-12-month
leverage to be in the high 7x area at the close of this
acquisition, S&P believes that the firm has a credible path to
considerably reduce expenses and that leverage will approach 7x
within 12 months of the transaction.

Following its acquisition by financial sponsors, Dell Software
Group will be reorganized into three operating entities under the
new Seahawk Holdings parent company ??? Quest Software, One
Identity, and SonicWALL.  They will operate on a largely standalone
basis, although Quest and One Identity will share some back-office
functions.  Quest provides systems management software with a focus
on platform migration, database productivity, and data backup and
recovery, serving small and midsize businesses (SMB) and enterprise
clients.  One Identity provides software that enables corporate
information technology (IT) departments to control and manage user
access to critical systems, applications, and data.  SonicWALL also
serves the SMB market, providing united threat management (UTM)
appliances that protect corporate networks from unauthorized access
and intrusion.

Dell's software business has historically been less profitable than
stand-alone software peers of comparable size and maturity, largely
because of a sales and marketing organization that has grown
significantly faster than revenues in recent years.  S&P estimates
that EBITDA margins for fiscal 2016 would have been around 15%,
incorporating its estimate of stand-alone overhead costs and
standard S&P adjustments.  The company expects to reduce operating
expenses by approximately $90 million over 12-24 months. While S&P
views this magnitude of expense cuts as achievable given the firm's
currently weak profitability, undertaking significant restructuring
while separating and reorganizing these businesses creates
significant execution risk.

S&P also sees risk in the companies' ongoing go-to-market strategy
realignment, consisting of the rationalization and realignment of
software-focused standalone sales organizations at Quest and One
Identity as well as rebuilding distribution channel relationships
at SonicWALL.  Although S&P believes this realignment will be
supportive of a return to revenue growth, S&P views it as an
incremental source of operational complexity and potential sales
disruption over the next 12-24 months.

These risks are partially offset by good product diversity.
Seahawk's portfolio addresses a wide range of corporate IT needs.
The largest single product category, network security, is only 30%
of total revenue.  Although many of Seahawks' offerings compete in
mature and slower-growing markets, IT spending on identity
governance and network security is growing rapidly.  S&P believes
these businesses are capable of generating consistent
mid-single-digit revenue growth if the company can successfully
execute its sales realignment.  S&P also views a low level of
customer or industry vertical concentration as a credit strength,
although S&P notes that the firm derives a significant amount of
revenues from SMBs.

S&P's assessment of Seahawk's financial risk profile is primarily
based on the firm's significant debt burden and weak EBITDA margin
and cash flow.  Although S&P's adjusted leverage will be over 7.5x
at the transaction's close, it expects leverage to decline to the
mid-6x area within 18 months as planned expense reductions enable
the company to grow EBITDA margins into the high teens. Significant
near-term capital expenditure on stand-alone facilities will
depress free cash flow over the next 12 months.  S&P expects
Seahawk to exit fiscal-year 2018 generating approximately $100
million of free cash flow annually, reflecting increased interest
expense from the new credit facilities.

S&P's base-case scenario assumes these:

   -- Global software industry revenues growing in the low- to
      mid-single-digit percentages, broadly in line with S&P's
      global GDP growth forecast of 2.3% in 2016 and 2.7% in 2017.

   -- Consolidated revenues declining by 3%-4% in fiscal 2017 from

      ongoing organization disruption and remaining broadly flat
      in fiscal 2018 as revenue declines from end of life products

      in Quest offset low-single-digit growth in One Identity and
      SonicWALL.

   -- Adjusted EBITDA margins will approach 20% within 24 months
      of the transaction close as the firm reduces sales and
      marketing expense and refocuses research and development
      spending.

   -- No dividends and limited acquisitions for at least 12
      months.

Based on these assumptions, S&P arrives at these credit metrics:

   -- S&P Global Ratings' adjusted leverage of 7.5x-8.0x at
      transaction close, declining to the low 7x area within 12
      months of transaction close.

   -- EBITDA interest coverage between 2-3x going forward.

   -- Free cash flow, after interest expense, of about
      $100 million in fiscal 2018, potentially growing to the
      $150 million area depending on the pace and extent of
      expense reductions.

S&P assess liquidity to be "adequate" with sources of cash likely
exceeding uses over the next 12 months by more than 1.2x.  S&P
expects that sources of cash would still exceed uses should EBITDA
decline by 15%.

Principal Liquidity Sources:

   -- A pro forma cash balance of $130 million as of transaction
      close.

   -- $100 million availability on the five-year revolving credit
      facility.

   -- Over $100 million of cash flow from operations.

Principal Liquidity Uses:
   -- $13.5 million of annual amortization payments on the six-
      year first-lien term loan.
   -- Capex of about $50 million over the next 12 months.

The outlook on Seahawk Holdings is stable, reflecting S&P's view
that the firm's diversified product portfolio will support revenue
stability through its separation from Dell into three largely
independent operating entities.  S&P believes that meaningful
cost-reduction opportunities will enable the consolidated entity to
expand adjusted EBITDA margins to the high teens and reduce
leverage to the low 7x within 12 months of the acquisition
closing.

Further disruption to bookings and revenues from the firm's
shifting go-to-market strategy, an inability to achieve planned
expense reductions, or a sustained downturn in any of Seahawk's
core products that led to leverage sustained in the high 7x area
could lead to a downgrade.

S&P views an upgrade as highly unlikely over the next 12 months
because of significant near-term operational risks and high
leverage.  Over the longer term, however, S&P would consider an
upgrade if Seahawk can achieve its expense reduction targets,
expand EBITDA margins to the 25%-30% range, sustain revenue growth,
and commit to maintaining leverage below 5x.


SED INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: SED International, Inc.
        2150 Cedars Road, Suite 200
        Lawrenceville, GA 30043

Case No.: 16-66019

Chapter 11 Petition Date: September 9, 2016

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Robert J. Williamson, Esq.
                  Ashley Reynolds Ray, Esq.
                  SCROGGINS & WILLIAMSON, P.C.
                  One Riverside, Suite 450
                  4401 Northside Parkway
                  Atlanta, GA 30327
                  Tel: (404) 893-3880
                  E-mail: rwilliamson@swlawfirm.com   
                          centralstation@swlawfirm.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Sham Gad, CEO.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ganb16-66019.pdf


SIGNAL GENETICS: Insufficient Cash Raises Going Concern Doubt
-------------------------------------------------------------
Signal Genetics, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $2.51 million on $874,000 of net revenue
for the three months ended June 30, 2016, compared with a net loss
of $2.56 million on $734,000 of net revenue for the same period in
the prior year.

The Company's balance sheet at June 30, 2016, showed $9.04 million
in total assets, $2.60 million in total liabilities, and a
stockholders' equity of $6.44 million.

The Company had cash and cash equivalents of $6.5 million at June
30, 2016, compared to $10.8 million at December 31, 2015.  At June
30, 2016, the Company had working capital of $5.4 million.

The Company's existing cash resources will not be sufficient to
meet its operating plan for the full 12-month period after the date
of this filing.  Based on the Company's current plans and available
resources, the Company believes it can maintain its current
operations through June 2017.  As a result, to continue to fund its
ongoing operations beyond June 2017, the Company would need to (1)
raise additional capital through the issuance of equity, debt or
other securities, (2) convert its existing debt into equity, (3)
enter into strategic partnerships, alliances, collaborations or
other similar transactions or (4) a combination thereof.

Due to current market conditions, the Company's current liquidity
position and its depressed stock price, the Company believe it is
unlikely that it will be able to obtain additional equity or debt
financing on terms acceptable to them, if at all, and raise
substantial doubt about the Company's ability to continue as a
going concern.  If the Company is unable to raise additional
capital or successfully complete a strategic partnership, alliance,
collaboration or other similar transaction on a timely basis and on
terms that are acceptable to them, the Company would also be
required to sell or license its assets, sell the Company or
otherwise liquidate all or a portion of its assets and/or cease the
Company's operations altogether.

A copy of the Form 10-Q is available at:
                              
                       https://is.gd/14YAgA

Signal Genetics, Inc., is a commercial stage, molecular genetic
diagnostic company.  The Company is focused on providing diagnostic
services that help physicians to make decisions concerning the care
of cancer patients.  The Company's diagnostic service is the
Myeloma Prognostic Risk Signature (MyPRS) test.  The MyPRS test is
a microarray-based gene expression profile (GEP), assay that
measures the expression level of specific genes and groups of genes
that are designed to predict an individual's long-term clinical
outcome/prognosis, giving a basis for personalized treatment
options.



SM ENERGY: S&P Assigns 'B+' Rating on New $500MM Sr. Unsec. Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating (one notch
below the corporate credit rating) and '5' recovery rating to
Denver???based SM Energy Co.'s proposed $500 million senior
unsecured notes due 2026.  The '5' recovery rating indicates S&P's
expectation of modest (10% to 30%; upper half of the range)
recovery in the event of default.  The company will use the note
proceeds to finance its recently announced acquisition of leasehold
interests in the Midland Basin, and/or for general corporate
purposes.

The ratings on SM Energy reflect S&P's assessment of the company's
fair business risk profile and aggressive financial risk profile.
These assessments incorporate the company's participation in the
highly cyclical oil and gas industry, balanced production mix
between liquids and natural gas, good internal reserve replacement,
and production from multiple basins, although highly concentrated
in the Eagle Ford (prior to the recently announced acquisition of
undeveloped acreage in the Permian Basin).  The ratings also
include S&P's expectation that funds from operation to debt will
remain below 20% over the next two years as the company has cut
back capital spending and resulting production in response to lower
crude oil and gas prices.

RATINGS LIST

SM Energy Co.
Corporate credit rating                          BB-/Negative/--

New Ratings
SM Energy Co.
$500 mil sr unsecd notes due 2026               B+
  Recovery rating                                5H


SPECTRUM BRANDS: Moody's Affirms B1 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service revised Spectrum Brands, Inc. rating
outlook to positive from stable due to Spectrum's improved
operating performance and Moody's expectation of further
improvement. The B1 Corporate Family Rating (CFR) was affirmed. The
senior secured credit facility was upgraded to Ba1 from Ba2 and the
speculative grade liquidity rating was upgraded to SGL 1 from SGL
2.

"Spectrum Brands has demonstrated its willingness to remain
disciplined in reducing leverage following acquisitions with a
combination of debt repayment with free cash flow and earnings
growth, "said Kevin Cassidy, Senior Credit Officer at Moody's
Investors Service. Moody's expects Spectrum to continue to be
acquisitive, but to keep debt/EBITDA between 3.5 and 4.5 times.

The upgrade in the liquidity rating reflects Spectrum's improving
free cash flow generation and strong cash balances. Moody's expects
Spectrum to generate over $500 million in free cash flow. The
upgrade in the secured credit facility reflects a shift in the
proportional loss absorption between the secured and the unsecured
debt obligations due to prepayments and amortization of the term
loan.

Rating upgraded:

   -- Speculative grade liquidity rating to SGL-1 from SGL-2;

   -- Senior secured credit facility to Ba1 (LGD2) from Ba2
      (LGD2);

Ratings affirmed:

   -- Corporate Family Rating at B1;

   -- Probability of Default Rating at B1-PD;

   -- Senior unsecured notes at B2 (LGD5)

RATING RATIONALE

The B1 Corporate Family Rating reflects Spectrum's significant size
with revenue around $5.1 billion, but also the aggressive financial
policies of its largest shareholder. Debt/EBITDA is currently near
4.5 times, but Moody's expects it to approach 3.5 times in the next
12 -18 months. Ratings benefit from Spectrum's good product
diversification with products ranging from personal care items, to
pet supplies and household insect control, small appliances,
residential locksets and automotive care. The rating is constrained
by its competition with bigger and better capitalized companies
along with the shareholder oriented propensity of its largest
shareholder, HRG Group. The rating also reflects the general
stability in operating performance and Moody's expectation that
credit metrics will continue improving in the near to mid-term,
despite modest top line organic growth, soft spending for low
income consumers and continued macro-economic uncertainty.
Spectrum's strong liquidity profile as well as its broad
international penetration are important rating factors, although
there is concentration in Europe, where there is low growth.

The positive outlook reflects Moody's view that Spectrum will
maintain a strong liquidity profile and sustain financial leverage,
measured as debt/EBITDA, between 3.5 and 4.5 times. Spectrum's
acquisitive nature and shareholder return focus is expected to
continue.

The biggest risks that could result in a downgrade are aggressive
capital structure moves by Harbinger Group or a severe disruption
in discretionary consumer spending. Key credit metrics driving a
downgrade are debt/EBITDA sustained over 5.5 times and single digit
EBIT margins.

Key credit metrics necessary for an upgrade would be debt/EBITDA
sustained below 4 times and EBIT margins maintained in the
mid-teens. Based on the existing capital structure, the secured
credit facility would likely not be upgraded if the CFR was
upgraded one notch.

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

Headquartered in Middleton, Wisconsin, Spectrum Brands, Inc.
("Spectrum Brands") is a global consumer product company with a
diverse product portfolio including small appliances, consumer
batteries, lawn and garden, electric shaving and grooming, pet
supplies and household insect control, residential locksets and
automotive care. Revenues for the twelve months ended June 2016
approximated $5.1 billion. HRG Group, Inc. (B2 stable) owns almost
60% of Spectrum Brands.


STONE PANELS: Creditors' Panel Hires Culhane Meadows as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Stone Panels,
Inc., and Stone Panels Holding Corp., seeks authorization from the
U.S. Bankruptcy Court for the Northern District of Texas to retain
Culhane Meadows, PLLC as counsel for the Committee, nunc pro tunc
to August 10, 2016.

The Committee requires Culhane Meadows to:

      a. provide legal advice as necessary with respect to the
Committee's powers and duties as an official committee appointed
under 11 U.S.C. 1102;

      b. assist the Committee in investigating the acts, conduct,
assets, liabilities, and financial condition of the Debtor, the
operation of the Debtors' business, potential claims, and any other
matters relevant to the Cases, to the sale of assets or the
formulation of a plan of reorganization;

      c. participate in the formulation of a Plan;

      d. provide legal advice as necessary with respect to any
disclosure statement and Plan filed in this Bankruptcy Cases and
with respect to the process for approving or disapproving
disclosure statements and confirming or denying confirmation of a
Plan;

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

       f. appear in Court to present necessary motions,
applications, and pleadings, and otherwise protecting the interests
of those represented by the Committee;

       g. assist the Committee in requesting the appointment of a
trustee or examiner, should such action be necessary; and

       h. perform other legal services as may be required and that
are in the best interests of the Committee and creditors.

Culhane Meadows lawyers who will work on the Debtors' cases and
their hourly rates are:

        Lynnette R. Warman, Partner             $400
        Richard Grant, Partner                  $350
        Paralegals and Law Clerks               $175

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

Richard Grant, Esq., attorney and partner with Culhane Meadows
PLLC, assured the Court that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtors and
their estates.

Culhane Meadows may be reached at:

       Richard Grant, Esq.
       Lynnette R. Warman, Esq.
       Culhane Meadows, PLLC
       100 Crescent Court, Suite 700
       Dallas, TX 75201
       Tel: 214-210-2929
       E-mail: rgrant@culhanemeadows.com
               lwarman@culhanemeadows.com

                        About Stone Panels

Stone Panels, Inc., manufactures natural stone composite panels for
exterior, interior, renovation, elevator, and
specialty???applications in the United States, France, Europe,
and???internationally.????

Stone Panels, Inc., and Stone Panels Holding Corp. filed chapter 11
petitions (Bankr. N.D. Tex. Lead Case Nos. 16-32856) on July 21,
2016.??The petitions were signed by Tim Friedel, the president and
CEO. ??Judge Barbara J. Houser is assigned to the cases.
????
The operating company estimated its assets at $10 million to $50
million, the Holding company estimated its assets at less than
$50,000, and both companies estimated their liabilities at $10
million to $50 million at the time of the filing.

The Debtors have hired Waller Lansden Dortch & Davis LLP as
counsel, Gray Reed & SSG Advisors,LLC as investment banker and Bill
Roberts of CR3 Partners as chief restructuring officer.

The Office of the U.S. Trustee on August 11, 2016, appointed three
creditors of Stone Panels, Inc., to serve on the official committee
of unsecured creditors.



SUPERVALU INC: Fitch Affirms 'B' IDR, Outlook Stable
----------------------------------------------------
Fitch Ratings has affirmed its 'B' Issuer Default Rating on
SUPERVALU Inc. (SVU).  The Rating Outlook is Stable.

SVU's ratings are constrained by negative sales trends, declining
operating income, a mediocre retail market position and long-term
challenges within the retail and wholesale business, even though
the company's leverage is low for the rating category.  Such
challenges include retailer consolidation, customer losses as the
number of independent retailers decline, and heightened
competition.  Fitch projects total adjusted debt/EBITDAR will be
the low-4.0x range in fiscal 2017 and the mid-4.0x range in fiscal
2018, up from 4.0x in fiscal 2016 with the inclusion of Save-A-Lot.


Ratings contemplate the potential separation of Save-A-Lot and
Fitch's assumptions related to debt reduction and pro forma
leverage (based on Fitch's fiscal 2017 forecast) under either a
spin-off or sale scenario.  If Save-A-Lot is spun off, Fitch
anticipates total adjusted debt/EBITDAR could increase to the high
4.0x range.  Conversely, if Save-A-Lot is sold, Fitch anticipates
total adjusted debt/EBITDAR will remain in the low 4.0x range.
Fitch will evaluate SVU's post-separation capital structure and
adjust issue-level credit and recovery ratings if necessary, but
views the impact of a Save-A-Lot separation as neutral to SVU's
IDR.

Scale with strong local market share positions and competitive
pricing is what differentiates better-performing grocery retailers
from operators like SVU which are currently losing market share.
Meanwhile wholesale distributors could experience weaker pricing
power and margin pressure as retailers continue to consolidate. SVU
has not disclosed specific sales and operating income contributions
from recent new wholesale wins but has indicated that the terms are
different than with its smaller clients, as larger operators demand
more from distributors.

                         KEY RATING DRIVERS

Weak Revenue, Earnings Trends:

SVU's revenue fell 3.9% to $5.2 billion in the first quarter ended
June 18, 2016, after declining 1.6% to $17.5 billion in fiscal 2016
(February).  Excluding the impact of the 53rdrd week in fiscal
2015, sales were essentially flat.  Low- to mid-single-digit
identical store sales (ID) sales declines at Save-A-Lot and retail,
along with business losses and reduced revenue from existing
clients in the wholesale segment are having a negative impact on
revenue.  Fitch projects EBITDA will decline nearly 10% to about
$725 million, excluding stock option expense, in fiscal 2017.
EBITDA declines should moderate in fiscal 2018 due to revenue
growth but margin pressure could continue.

For SVU's retail segment, Fitch expects mid-single-digit ID sales
declines for fiscal 2017.  Gradual improvement should occur in
fiscal 2018 due to price investments and improved store-level
execution but Fitch expects SVU's retail banners will continue to
be share donors over the long term.  Gross margin contraction and
operating earnings declines could continue absent significant cost
reductions.  Fitch projects segment EBITDA of about $200 million in
fiscal 2017 from $248 million in fiscal 2016 and below $200 million
in fiscal 2018.

For Save-A-Lot, assuming the business is not separated, Fitch
expects low-single-digit ID sales declines for fiscal 2017 and
improvement to 0% to 1% growth in fiscal 2018 due to a more normal
inflationary environment.  Segment EBITDA is projected to be
approximately $200 million in fiscal 2017 with the potential to
grow at a low-single-digit rate in fiscal 2018 due to new stores.

Fitch expects segment sales in wholesale to decline at a low
single-digit rate in fiscal 2017 as revenue from new business,
particularly from Marsh Supermarkets and The Fresh Market, start to
materialize and along with the impact of customer losses. Absent
additional customer losses, mid-single-digit sales growth is
anticipated for fiscal 2018 as the full benefit of this new
business is realized.

Wholesale segment EBITDA is projected to be approximately $270
million in fiscal 2017 and $300 million in fiscal 2018 but modest
margin contraction is expected given the likelihood that
larger-sized contracts come at a lower margin.  SVU will have to
offset what Fitch expects will be a 2%-3% attrition rate in its
existing business with new business wins in order to maintain the
revenue and EBITDA base in this segment.

Long-term Challenges for Wholesale and Retail Business

Based on Fitch's fiscal 2017 forecast, SVU's wholesale and retail
segments will represent 63% and 37%, respectively, of the company's
revenue and EBITDA post the separation of Save-A-Lot. Fitch
recognizes SVU's focus on its wholesale operations and recent new
business wins but expects the wholesale and retail operating
environment to remain challenged longer term due to competitive
pricing and consolidation and restructurings in the grocery
industry.  Excluding Save-A-Lot, Fitch projects EBITDA of about
$530 million in fiscal 2017, down from $584 million in fiscal 2016.
Fitch anticipates that EBITDA could decline to below $500 million,
absent continued cost reductions, due to on-going revenue and
margin pressure.

Save-A-Lot Separation Neutral to Ratings

Fitch views the separation of Save-A-Lot as neutral to SVU's credit
profile, assuming debt reduction of about $350 million in the event
of a spin-off and $750 million in the event of a sale. Fitch's
assumptions reflect SVU's plan to capitalize Save-A-Lot with $400
million to $500 million of debt with net proceeds used to repay
SVU's term loan.  Assumptions also incorporate Fitch's view that
Save-A-Lot would be valued at 6x-8x roughly $200 million of EBITDA
if sold and that $750 million of debt repayment would be required
per the company's credit facility.

Fitch projects pro forma total adjusted debt/EBITDAR (based on our
fiscal 2017 forecasted debt and EBITDA) to be in the high-4x range
with a spin-off and in the low 4x range or in line if Save-A-Lot is
divested.  Pro forma free cash flow (FCF) should remain positive,
reflecting reduced interest expense and lower capex without
Save-A-Lot.  Ratings consider that a separation of Save-A-Lot would
reduce or eliminate SVU's exposure to the hard discount channel,
which has better longer-term prospects than SVU's retail and
wholesale operations.

                        RECOVERY ANALYSIS

Fitch's ratings on individual debt issues are based on the IDR and
the expected recovery in a distressed scenario.  Fitch has
allocated a distressed enterprise value of $2.6 billion (after
administrative claims, and assuming Save-A-Lot is not spun off)
across SVU's capital structure.  Fitch arrived at this valuation by
multiplying an assumed post-default EBITDA of approximately $530
million by a 4.9x multiple.  The post-default EBITDA assumes an
approximate 30% decline in consolidated EBITDA, while a blended
multiple is used to incorporate Fitch's view of a going-concern
multiple for each respective business segment.  The blended
multiple assumes 4.0x for the retail food segment, 4.5x for the
independent business and 6.5x for Save-A-Lot.

The $1 billion revolving asset-backed loan (ABL) facility, which is
assumed to be 70% drawn, is backed by inventories, receivables and
prescription files, which Fitch collectively values at
$1.3 billion.  The $1.4 billion term loan is backed by real estate
with a book value of $793 million and an estimated market value of
$1 billion, and a pledge of the shares of Moran Foods, LLC
(Save-A-Lot), which Fitch values at $1.3 billion, assuming a 6.5x
multiple of EBITDA (net of allocated corporate expenses).  As such,
both facilities are assumed to receive a full recovery, leading to
a rating on both facilities of 'BB/RR1'.

The senior unsecured notes are rated 'B/RR4', implying a 30%-50%
recovery in a going-concern scenario.  Fitch believes that in a
liquidation scenario, SVU's company pension plan's underfunding of
$545 million and multiemployer pension plan's underfunding of $597
million would rank ahead of the senior unsecured notes given the
unique structural priorities available to the Pension Benefit
Guarantee Corporation and pension plan fiduciaries.  Therefore, in
a liquidation scenario, there would be no recovery to the senior
notes.

                            KEY ASSUMPTIONS

Fitch's base case fiscal-year key assumptions within the rating
case for SVU on a status quo basis include:

   -- Revenue declines about 2% in 2017 due to sales declines in
      retail and wholesale, and then grows by roughly 5% in 2018
      due mainly to revenue from new wins in the wholesale
      business;

   -- EBITDA declines nearly 10% in 2017 to $725 million with
      declines moderating in 2018 due to gradual improvement in ID

      sales and new wholesale business;

   -- FCF approximates $80 million in 2017 and $70 million 2018
      assuming capex remains elevated to invest in the business;

   -- Total adjusted debt/EBITDAR approximates 4.3x in 2017 and
      4.5x 2018.

Fitch's key assumptions assuming a separation of Save-A-Lot
include:

   -- Consolidated revenue growth of 0% to down 1% assuming flat
      sales for wholesale beyond fiscal 2018 and low-single-digit
      declines at retail;

   -- EBITDA declines to below $500 million post separation due
      to margin pressure;

   -- FCF remains positive post separation;

   -- Debt paydown in the $350 million and $750 million range,
      depending on a spin-off or sale of Save-A-Lot;

   -- Pro forma total adjusted debt/EBITDAR is in the low-4.0x to
      high-4.0x range, depending on a spin-off or sale of Save-A-
      Lot.

                      RATING SENSITIVITIES

Absent a separation of Save-A-Lot, future developments that may,
individually or collectively, lead to an upgrade to 'B+' include
improved top line performance across each of SVU's businesses.
Ratings would balance the growth potential of Save-A-Lot with
long-term challenges in the retail and wholesale business.

Assuming a separation of Save-A-Lot, future developments that may,
individually or collectively, lead to an upgrade include stable
market share trends; total adjusted debt/EBITDA sustained below
4.0x; relatively stable margins; and positive FCF.

Future developments that may, individually or collectively, lead to
a downgrade include consistently weak top line performance across
each of the company's businesses and margin contraction that lead
to negligible or negative FCF.

                           LIQUIDITY

SVU's liquidity is adequate and is supported by a $1 billion ABL
credit facility, with a borrowing base management estimates will
range from $900 million to $1 billion.  SVU had $744 million
available credit on its ABL at June 18, 2016.  Absent a separation
of Save-A-Lot, Fitch projects FCF of $70 million-$80 million
annually over the next two years.  Significant upcoming maturities
are limited to $1.4 billion of term loans due March 2019.  Fitch
expects FCF would remain positive following a separation of
Save-A-Lot business.

Fitch currently has these ratings:

SUPERVALU INC.
   -- IDR at 'B';
   -- $1 billion secured revolving credit facility at 'BB/RR1';
   -- $1.4 billion secured term loan at 'BB/RR1';
   -- $750 million senior unsecured notes at 'B/RR4'.

The Rating Outlook is Stable.


TEAM ALLOYS: TA Acquisition to Hold Public Sale Today
-----------------------------------------------------
TA Acquisition LLC, secured party under a security agreement made
by Team Alloys Ltd fka Team Alloys LLC and Team Total Solutions
LLC, will hold a public sale on Sept. 13, 2016, at 2:30 p.m.
(Houston Texas Time), at the companies' office at 7350 Roundhouse
Lane, Houston, Texas.

Persons desiring more detailed description of the companies' assets
up for sale may contact:

   Jeremy Blachman
   Representative of TA Acquisition
   Tel: 713-454-5460

Inquiries regarding the public sale should be directed to:

   Sarah Kittleman, Esq.
   Legal Counsel of TA Acquisition
   Andrews Kurth LLP
   600 Travis Street, Suite 4200
   Houston, TX 77002
   Tel: 713-220-4559
   Fax: 713-220-4285
   Email: sarahkittleman@andrewskurth.com

Team Alloys Ltd. -- http://www.teamalloys.com/default-- offers
full machining services.  The company provides drilling and
tapping, beveling, taper and straight boring, orifice flanges, flat
facing/lap jointing.


TERRY WILLIAMS: Unsecureds to Get 15% Under Ch. 11 Plan
-------------------------------------------------------
Terry Williams and Christopher Williams, Sr., filed with the U.S.
Bankruptcy Court for the District of Maryland a disclosure
statement dated Sept. 5, 2016, a full-text copy of which is
available at http://bankrupt.com/misc/15-10973-306.pdf

General unsecured creditors will receive a distribution of 15% of
their allowed claims, to be distributed each month in the amount of
$73.49 for an aggregate amount of $4,409.40 over 60 months
beginning on the effective date.

Payments and distributions under the Plan will be funded by their
salary from their employment by Anne Arundel County Public Schools
and their retirement income, which total $13,739 a month.  The
Debtors have also surrendered a vehicle, which will increase their
disposable income by approximately $553.  In addition, the secured
debt of the loan on the vehicle will then become a reduced
unsecured debt after the vehicle is sold and paid as an unsecured
debt through the plan.  Further, the Debtor has remained current on
the mortgage since the Petition Date.  While paying the prepetition
arrears, the Debtors will continue to seek a loan modification,
which would remove the prepetition arrears from the plan but if a
loan modification is not reached, the Debtors will pay $1,522 a
month for 60 months toward the arrears, which is feasible.

Terry Williams and Christopher Williams, Sr., filed a Chapter 11
petition (Bankr. D. Md. Case No. 16-11099) on February 1, 2016.

The Debtors are represented by:

     Diana Klein, Esq.
     KLEIN & ASSOCIATES, LLC
     2450 Riva Road, Suite 200
     Annapolis, MD 21401


TRU TAJ: Fitch Assigns CCC Rating on $583MM Sr. Secured Notes
-------------------------------------------------------------
Fitch Ratings has assigned a rating of 'CCC/RR4' to the recently
issued $583 million of 12% senior secured notes due Aug. 15, 2021,
at the recently formed entity TRU Taj LLC, an indirectly owned
subsidiary of Toys 'R' Us, Inc. (Toys, or the Holdco).  The notes
were issued through exchange offers and private placements, which,
along with cash, are being used to fully address Holdco's $450
million 10.375% senior unsecured notes due 2017 and $192 million of
its $400 million 7.375% senior unsecured notes due 2018.  The 2017
notes were exchanged at par while the 2018 notes were exchanged at
90% of par.  Post this transaction, $208.3 million of 2018 notes
remains outstanding which we expect to be addressed through future
exchanges or paid down with cash.  The new notes offer improved
terms relative to the existing notes, with a higher coupon rate and
secured status in the capital structure.  The notes are secured by
a stock pledge in certain international subsidiaries, including
guarantors of the European asset-backed loan (ABL).

Toys is also working on refinancing the $725 million of 8.5% senior
secured notes due December 2017 that were issued by its subsidiary
Toys 'R' Us Property Company II, LLC (Propco II).  Toys is working
with Bank of America, Goldman Sachs and Lazard to refinance this
debt and explore various structures, including accessing the CMBS
and mezzanine financing markets.  In its 8-K filed Aug. 16, 2016,
Toys disclosed that its advisors retained Cushman & Wakefield to
perform an appraisal of Propco II properties.  The aggregate of the
individual values under the Leased at Market Rent and Dark Value
scenarios as of the end of April was estimated at $878.8 million
and $617.9 million, respectively.  Additionally, Propco II had $115
million of cash and cash equivalents as of April 30, 2016.  This
suggests that the cash at the entity and $600 million to $625
million in new financing should address this maturity.

Fitch has also 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.

                          KEY RATING DRIVERS

EBITDA Expected to Cross $800MM Given Recent Improvements

EBITDA (Fitch calculated) improved to $753 million in 2015 from
$597 million in 2014 and $517 million in 2013.  This reflects the
benefit from cost reduction initiatives launched in 2014 which are
expected to yield $325 million in savings by the end of 2016 and
comp store sales that have stabilized over the past three quarters
on the back of strong industry growth.  Fitch expects Toys could
cross $800 million in EBITDA this year, assuming flat-to-modestly
positive comparable store sales (comps), gross margin decline of 50
bps and some further reduction in SG&A expense, which should enable
Toys to generate modest free cash flow (FCF).

Long-Term Headwinds Remain

Long term, Fitch believes Toys faces both competitive and secular
headwinds and the company will continue to be a share donor. Within
the toy industry, Toys has faced a multi-decade onslaught of
competition from discounters like Wal-Mart and more recently
online-only players such as Amazon leading to market share losses
in recent years.  Toy industry characteristics have left Toys
vulnerable to market share losses.  Fitch views Toys as
disadvantaged for the following reasons:

   -- The toy industry is extremely seasonal, with discounters
      using toys to drive traffic (at low margin or even as loss
      leaders) into their stores during the holiday period.  This
      challenge is made more acute by the fact that Toys
      essentially drives 75% of its EBITDA and virtually all its
      cash flow in the fourth quarter and is limited in its
      ability to drive sales productivity to cover fixed costs
      during non-holiday periods.

   -- The industry is hit-driven, with a small number of SKUs or
      popular toys driving a high percentage of sales.  As a
      result, Toys generates only a marginal benefit from having
      the breadth of product it offers relative to other
      categories such as auto parts, crafts and vitamins.

   -- Due to the brand-focused nature of toy purchases, Toys has
      had difficulty developing a private label program.  The
      company has also been unable to drive differentiation via
      product exclusives from vendors.  As a result, Toys has not
      benefitted from unique merchandise content.  While Toys'
      recent deal to sell Mattel's American Girl products is a
      step in the right decision, there may not be enough
      opportunities to drive a more meaningful scale.

   -- Sales assistance has not emerged as a competitive advantage
      for Toys, given relatively easy purchase decisions and
      online information availability.

   -- As toys are typically a gift purchase, an inviting in-store
      experience - compared to a discount or online shopping
      experience - has not benefitted Toys.  Moreover, the
      company's limited FCF generation would preclude significant
      store-level investment even if an improved experience could
      drive positive comps.

In Fitch's view, Toys needs to invest further to improve its price
perception and build out its omnichannel infrastructure.  Its
current online penetration, at approximately 14% and 7% of domestic
(including Canada) and rest-of-world revenue in 2015, respectively,
lags the overall industry, especially in its core categories, such
as Baby and Core Toys, where Fitch estimates online penetration is
in the low- to mid-20% range domestically. Even if online sales
resume low- to mid-teens growth (after growing 8.3% in 2015),
thereby adding 100 bps-150 bps to overall same-store sales, it may
not be adequate to offset if domestic same-store sales trends at
the store level worsen from recent levels (estimated at negative 2%
in 2014/2015).

In recent years, the traditional toy industry has also been
negatively impacted by low birth rates in developed markets (more
than 80% of sales are in the U.S., Europe and Japan) and the
increased penetration of 'screen-based' play.  Purchases of board
games and dolls have evolved into purchases of software and apps,
which can occur online and not in a physical store.  Fitch expects
play habits to continue this evolution, with traditional toy
category growth challenged.

As a result, Fitch expects same store sales to remain modestly
negative over the longer term and EBITDA to peak at around $800
million to $850 million.  At these levels, Toys will not be able to
grow out of its capital structure and will largely remain dependent
on favorable credit markets to refinance debt on an ongoing basis.


KEY ASSUMPTIONS

   -- Fitch assumes slightly flat to modestly positive comps over
      the next 24 months, based on flattish domestic comps and
      modestly positive international comps.

   -- EBITDA is expected to grow modestly over the next two years,

      potentially reaching $800 million in 2016, on gross margin
      decline of 50 bps and SG&A reduction of 3%.  EBITDA is
      expected to be in the $800 million to $850 million range in
      2017/2018.

   -- FCF, which was breakeven in 2015, could improve to
      $100 million annually beginning 2016, absent any swings in
      working capital.

   -- Leverage could improve from 7x in 2015 toward the low-6x
      range by 2018.

RATING SENSITIVITIES

Positive:

A positive rating action could result if there is sustainable
improvement in Toys' domestic same-store sales and online traffic
  - which would indicate stable and/or improved market share -
without material erosion in the EBITDA margin.

Negative:

A negative rating action could result if comps in the U.S. and
international businesses revert to mid-single-digit declines and/or
gross margins decline meaningfully without any offset from cost
reductions.  This would indicate more severe market share losses
and lead to tighter liquidity than Fitch's current expectation over
the next 18-24 months.

                             LIQUIDITY

The company had liquidity of $1.6 billion comprising $458 million
in cash and $1.1 billion in availability under the $1.85 billion
ABL as of April 30, 2016.  FCF, which was breakeven in 2015, could
improve to $100 million in 2016, absent any swings in working
capital.  Excess availability under its domestic ABL revolver
during the peak working capital season in 2016 is expected to be
comparable to the $780 million in 2015.

                     FULL LIST OF RATING ACTIONS

ISSUE RATINGS BASED ON RECOVERY ANALYSIS

For issuers with IDRs at 'B+' and below, Fitch performs a recovery
analysis for each class of obligations.  Issue ratings are derived
from the IDR and the relevant Recovery Rating (RR) and notching
based on expected recoveries in a distressed scenario for each of
the company's debt issues and loans.  Toys' debt is at three types
of entities: operating companies (OpCo); property companies
(PropCos); and HoldCos, with a structure summary as follows:

Toys 'R' Us, Inc. (HoldCo)

(I) Toys 'R' Us-Delaware, Inc. (Toys-Delaware) is a subsidiary of
HoldCo.
    (a) Toys 'R' Us Canada (Toys-Canada) is a subsidiary of Toys-
        Delaware.
    (b) Toys 'R' Us Property Co. II, LLC (PropCo II) is a
subsidiary
        of Toys-Delaware.

(II) Toys 'R' Us Property Co. I, LLC (PropCo I) is a subsidiary
      of HoldCo.

(III) TRU Taj LLC, an indirectly owned subsidiary of Holdco.

OpCo Debt
Fitch takes the higher of liquidation value or enterprise value
(based on 5.0x-5.5x multiple applied to the stressed EBITDA) at the
OpCo levels - Toys-Delaware and Toys-Canada and the international
entities that provide a stock pledge to the debt at TRU Taj LLC.
The 5.0x-5.5x is consistent with the low end of the 10-year
valuation for the public retail space and Fitch's average
distressed multiple across the retail portfolio.  The stressed
enterprise value (EV) is adjusted for 10% administrative claims.

Toys-Canada
Toys has a $1.85 billion ABL revolver with Toys-Delaware as the
lead borrower, and this contains a $200 million subfacility in
favor of Canadian borrowers.  Any assets of the Canadian borrower
and its subsidiaries secure only the Canadian liabilities
(including the Canadian portion of the FILO term loan).  The
$200 million subfacility is more than adequately covered by the EV
calculated based on stressed EBITDA at the Canadian subsidiary.
Therefore, the fully recovered subfacility is reflected in the
recovery of the consolidated $1.85 billion revolver discussed
below.

The residual value of approximately $200 million is applied toward
the ABL revolving facility and term loan.

Toys-Delaware
At the Toys-Delaware level, recovery on the various debt tranches
is based on: the liquidation value of the domestic assets at the
Toys-Delaware level, estimated at over $1.5 billion; estimated
value for Toys' trademarks and IP assets, which are held at
Geoffrey, LLC as a wholly owned subsidiary of Toys-Delaware; equity
residual from Toys-Canada; and the benefit to the B-4 term loan
from an unsecured guarantee from the indirect parent of PropCo I.

The $1.85 billion revolver is secured by a first lien on inventory
and receivables of Toys-Delaware.  In allocating an appropriate
recovery, Fitch has considered the liquidation value of domestic
inventory and receivables assumed at seasonal peak, at the end of
the third quarter, and has applied advance rates of 75% and 80%,
respectively.  Fitch assumes $1.3 billion, or approximately 70%, of
the facility commitment is drawn under the revolver.  The facility
is fully recovered and is therefore rated 'B/RR1'.

The FILO term loan is secured by the same collateral as the
$1.85 billion ABL facility and ranks second in repayment priority
relative to the ABL.  The FILO tranche is governed by the residual
borrowing base within the ABL facility and benefits from a lien
against 15% of the estimated value of real estate at Toys-Canada.
The facility is rated 'B/RR1' based on outstanding recovery
prospects (91%-100%), as it benefits from the excess liquidation
value of domestic inventory and A/R and the recovery on the
Canadian real estate.

The $1.025 billion B-4 term loan benefits from the same credit
support as the existing B-2 and B-3 term loans, which includes a
first lien on all present and future IP, trademarks, copyrights,
patents, websites and other intangible assets and a second lien on
the ABL collateral.  It also benefits from an unsecured guaranty by
the indirect parent of PropCo I and is secured by a first-priority
pledge on two-thirds of the Canadian subsidiary stock.

After prorating the value of the IP assets (estimated at $350
million), the residual equity in Toys-Canada, and applying the
benefit from the guaranty by the indirect parent of PropCo I, the
B-4 term loan is expected to have good recovery prospects
(51%-70%), and is therefore rated 'CCC+/RR3'.

The $200 million in remaining B-2 and B-3 term loans are rated
'CCC/RR4' as they are expected to have average recovery prospects
(31%-50%) mainly from their prorated claim against the IP assets.
The $22 million 8.75% debentures due Sept. 1, 2021, have poor
recovery prospects (0%-10%) and are therefore rated 'CC/RR6'.

PropCo Debt
At the PropCo levels - PropCo I, PropCo II and other international
PropCos - LTM net operating income (NOI) is stressed at 20%.

PropCo I and PropCo II are set up as bankruptcy-remote entities
with a 20-year master lease through 2029 covering all the
properties within the entities, which requires Toys-Delaware to pay
all costs and expenses related to leasing these properties from
these two entities.  The ratings on the PropCo debt reflect a
distressed capitalization rate of 12% applied to the stressed NOI
of the properties to determine a going-concern valuation.  The
stressed rates reflect downtime and capital costs that would need
to be incurred to re-tenant the space.

Applying these assumptions to the $725 million 8.50% senior secured
notes at PropCo II and the $923 million senior unsecured term loan
facility at PropCo I results in recovery in excess of 90%.
Therefore, these facilities are rated 'B/RR1'.  The PropCo II notes
are secured by 123 properties.  The PropCo I unsecured term loan
facility benefits from a negative pledge on all PropCo I real
estate assets, which includes around 320 properties.

As described above, the residual value of approximately $260
million after fully recovering the $923 million term loan at PropCo
I is applied towards the Delaware B-4 term loan via an unsecured
guaranty by the indirect parent of PropCo I.

TRU Taj LLC Debt

The notes are secured by a stock pledge in certain international
subsidiaries, including guarantors of the European ABL and the
EBITDA associated with these pledged entities was $152 million in
2015, calculated on a covenant basis.  Fitch applied a 5x multiple
to each entity's EBITDA (stressed at 15%-20% from current levels),
subtracted out any entity level debt, and then applied the
remaining value against the $583 million new notes.  This resulted
in average recovery (31%-50%) and the notes are therefore rated
'CCC/RR4'.

Toys 'R' Us, Inc. - HoldCo Debt
The $208 million 7.375% unsecured notes due Oct. 15, 2018, (and the
$577 million senior notes due to Toys-Delaware that are considered
pari passu with the publicly traded HoldCo notes) have poor
recovery prospects (0%-10%) because there is no residual value
flowing in from the wholly owned subsidiaries.  Therefore, they are
rated 'CC/RR6'.

Fitch has affirmed these ratings:

Toys 'R' Us, Inc.
   -- IDR at 'CCC';
   -- Senior unsecured notes at 'CC/RR6'

Fitch has removed the Rating Watch Negative on the senior unsecured
notes.

Toys 'R' Us - Delaware, Inc.
   -- IDR at 'CCC';
   -- Secured revolver at 'B/RR1';
   -- Secured FILO term loan at 'B/RR1'
   -- Secured B-4 term loan at 'CCC+/RR3'
   -- Secured B-2 and B-3 term loans at CCC/RR4';
   -- Senior unsecured notes at 'CC/RR6'.

Toys 'R' Us Property Co. II, LLC
   -- IDR at 'CCC';
   -- Senior secured notes at 'B/RR1'.

Toys 'R' Us Property Co. I, LLC
   -- IDR at 'CCC';
   -- Senior unsecured term Loan facility at 'B/RR1'.

Fitch has assigned these ratings:

TRU Taj LLC
   -- IDR at 'CCC';
   -- Senior secured notes at 'CCC/RR4'.


VALLEJO, CA: Man Beaten by Police Entitled to $50K, Court Says
--------------------------------------------------------------
The American Bankruptcy Institute, citing Bob Egelko of San
Francisco Gate, reported that a man who was clubbed by Vallejo
police while trying to walk away from them in 2003 is entitled to
$50,000 in damages plus legal fees, a federal appeals court ruled
in rejecting officers' arguments that the damages should be slashed
because the city later filed for bankruptcy.

According to the report, Vallejo's 2008 bankruptcy, California's
largest municipal insolvency in 15 years, left its creditors with
only 20 to 30 cents for every dollar they were owed.  But the Ninth
U.S. Circuit Court of Appeals said Jason Deocampo's suit and the
jury's verdict were aimed at the officers who injured him, not the
city that employed them, the report related.

Deocampo's lawyers said he was a bystander on an evening in March
2003 when officers grabbed another man, Jaquezs Berry, and slammed
him to the ground, the report further related.  Deocampo and
another bystander, Jesus Grant, asked the officers why they were
beating Berry and told them it was wrong, the report further
related.  Officer Jason Potts told them to leave, and Deocampo
started walking away, but Potts followed him, shoved him, and
clubbed him, which resulting to him suffering injuries to his knees
and back, the report said.

                     About Vallejo, California

Vallejo -- http://www.ci.vallejo.ca.us/-- is a city in Solano  
County, California in the United States.  As of the 2000 census,
the city had a total population of 116,760.  It is located in the
San Francisco Bay Area on the northern shore of San Pablo Bay.  It
was named for General Mariano Guadalupe Vallejo.

Vallejo filed for protection under Chapter 9 of the U.S.
Bankruptcy Code (Bankr. E.D. Cal. Case No. 08-26813) on May 23,
2008, after it was unable to persuade labor unions to accept
salary concessions as the recession began cutting into local
government tax collections nationwide.  Marc A. Levinson, Esq.,
and Norman C. Hile, Esq., at Orrick, Herrington & Sutcliffe LLP in
Sacramento, California, represented the City.  The city estimated
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  According to Vallejo's
comprehensive annual report for the year ended June 30, 2007, the
city has $983 million in assets and $358 million in debts.

In August 2011, Vallejo was given green light to exit the
municipal reorganization.   The Chapter 9 plan restructures
$50 million of publicly held debt secured by leases on public
buildings.  Although the Plan doesn't affect pensions, it adjusts
the claims and benefits of current and former city employees.

A federal judge released the city of Vallejo from bankruptcy on
Nov. 1, 2011.


VERSUM MATERIALS: Moody's Assigns Ba2 CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service has assigned first-time ratings to Versum
Materials, Inc., including a Ba2 Corporate Family Rating (CFR).
Versum is currently a wholly-owned subsidiary of Air Products and
Chemicals, Inc., but is expected to be spun off as a standalone
entity by the end of the third quarter of 2016.  Moody's assigned
Ba1 ratings to Versum's proposed $775 million senior secured credit
facilities, including an undrawn $200 million revolving credit
facility and $575 million term loan, and a Ba3 rating to the
proposed $425 million senior unsecured notes. Proceeds from the
transaction will be used to fund a $550 million dividend to Air
Products, fund a debt-for-debt exchange of $425 million, and pay
transaction-related fees and expenses.  Moody's also assigned a
Speculative Grade Liquidity Rating ("SGL") of SGL-2, indicating
good liquidity to support operations in the near-term.  The rating
outlook is stable.

"Versum will start out with adequate credit metrics for the Ba2
rating and should generate solid cash flow in 2017.  Our most
significant credit concerns are the sustainability of profit
margins, which have increased significantly over the past few
years, and management's appetite for acquisitions as an independent
company, which we believe could be necessary over a longer horizon
to meet shareholder expectations," said Ben Nelson, Moody's Vice
President and lead analyst for Versum Materials, Inc.

Assignments:

Issuer: Versum Materials, Inc.
  Corporate Family Rating, Assigned Ba2;
  Probability of Default Rating, Assigned Ba2-PD;
  Speculative Grade Liquidity Rating, Assigned SGL-2;
  Senior Secured Revolving Credit Facility, Assigned Ba1 (LGD3);
  Senior Secured Term Loan, Assigned Ba1 (LGD3); and
  Senior Unsecured Notes, Assigned Ba3 (LGD5).

Outlook Actions:

  Outlook, Assigned Stable.

                         RATINGS RATIONALE

The Ba2 CFR is supported by high profit margins compared to rated
peers in the chemical industry, solid market positions in key
products, expectations for strong cash flow conversion, and
expected adherence to relatively conservative financial policies
and targets compared to other speculative-grade chemical companies.
The rating is constrained by significant leverage at closing,
reliance on the cyclical semiconductor industry for the vast
majority of earnings and cash flow, substantial customer
concentration consistent with the structure of the semiconductor
industry, meaningful technology risk, potential for elevated
pricing pressure as volumes increase in the intermediate term, and
short-term carve-out risk until Versum develops a track record
independent of Air Products.

Moody's expects that the company will maintain adjusted EBITDA
margins in excess of 30%, generate retained cash flow-do-debt of at
least 15% (RCF/Debt), and free cash flow-to-debt of at least 8%
(FCF/Debt).  Moody's expects that the company will generate
sufficient earnings and cash flow to reduce adjusted financial
leverage from the low 3 times (Debt/EBITDA) at closing to the mid 2
times by the end of 2018.  The reduction in leverage is expected to
provide financial flexibility to pursue bolt-on and mid-sized
acquisitions of complementary products and technologies.

The rating takes into consideration the anticipated cyclicality of
the business driven by the potential impact of both
industry-specific issues in the semiconductor industry and the
potential impact of a general economic downturn.  The rating
assumes that the company will be able to maintain adjusted
financial leverage near 4 times, generate retained cash
flow-to-debt of at least 10%, and maintain at least $125 million of
liquidity if financial performance weakens due to these factors.
The rating would not have the same tolerance if Versum's financial
performance weakens for company-specific reasons, such as reduced
content due to substitution of key products, loss of a major
customer, or higher-than-expected costs related to operating as a
standalone company.

The Ba1 ratings assigned to the senior secured credit facilities,
one notch above the Ba2 CFR reflects a first lien security interest
on substantially all assets of the company's domestic subsidiaries.
The notching uplift on the secured debt is limited by the
significant percentage of secured debt in the capital structure and
the significant percentage of assets held by non-guarantor
subsidiaries.  The Ba3 rating assigned to the senior unsecured
notes, one notch below the Ba2 CFR, reflects effective
subordination to the secured credit facilities.

The SGL-2 reflects expectations for good liquidity to support
operations in the near-term.  Moody's expects that the company will
generate sufficient EBITDA to cover interest, taxes, capital
spending, and regular dividends at least through 2017.  The company
will also have access to an undrawn $200 million revolving credit
facility.  The credit agreement is expected to contain only a first
lien leverage ratio test set at customary levels.  Moody's does not
foresee any covenant violations in the near-term.

The stable outlook assumes that the company will maintain adjusted
financial leverage below 3.5 times, retained cash flow-to-debt of
at least 12%, and at least $150 million of available liquidity.
Moody's could upgrade the rating with expectations on a
through-the-cycle basis for adjusted financial leverage sustained
below 3 times, retained cash flow-to-debt above 20%, and at least
$200 million of available liquidity.  An upgrade likely would also
require further product diversification and an increase in size to
over $1.5 billion.  Moody's could downgrade the rating with
expectations for adjusted financial leverage above 3.5 times,
retained cash flow-to-debt below 12%, or substantive deterioration
in liquidity.

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

Versum Materials, Inc., employs applications technology to provide
solutions to the semiconductor industry through chemical synthesis,
analytical technology, process engineering, and surface science.
Products include high-purity process materials, cleaners and
etchants, slurries, organosilanes, organometallics, and equipment.
Over 80% of the company's revenue is derived from the memory and
logic segments of the semiconductor industry.  Versum generated
$935 million of revenue and $308 million of management-adjusted
EBITDA on a pro forma basis for the twelve months ended June 30,
2016.



VERTELLUS SPECIALTIES: Court Approves Sale of Assets to Lenders
---------------------------------------------------------------
Vertellus Specialties Inc., a global manufacturer of fine and
specialty chemicals, on Sept. 8, 2016, disclosed that the U.S.
Bankruptcy Court has approved the anticipated sale of substantially
all of Vertellus Specialties Inc.'s assets to the Company's
existing term loan lenders as outlined in the agreement first
announced on May 31, 2016.  The Court's decision on Sept. 8 follows
the successful resolution of all remaining objections raised by the
Company's creditors, environmental regulators and other business
partners to allow for a consensual asset sale.  The transaction is
expected to be completed by the end of September.

"Vertellus is extremely grateful for the cooperation of our
lenders, environmental regulators, creditors and other business
partners in working through the remaining issues over the holiday
weekend and clearing the way for a swift approval of the agreement
we firmly believe is in the best interest of all parties," said
Richard Preziotti, President and Chief Executive Officer.
"Vertellus will very soon achieve our objective of becoming a
financially stronger company that is well positioned to compete ???
and succeed -- in today's global markets, and that is great news
for our employees, customers, suppliers and everyone who depends on
our business.  We thank everyone who contributed to this positive
outcome and look forward to being an even stronger business partner
moving forward."

Vertellus will operate much as it does today under the new
ownership and Board structure.  The Company will continue to
execute on its current business strategy with an unwavering focus
on safety, quality, growth and productivity.  It will remain in its
Indianapolis headquarters, continue producing in all of its plants
and be led by the current management team.

Vertellus Performance Chemicals, the sodium borohydride (SBH)
business, is also expected to operate as usual.  The business will
continue to be owned by Wind Point Partners and receive the same
support services from Vertellus Specialties Inc.

Vertellus Specialties Inc. is advised in this transaction by DLA
Piper, Jefferies and FTI Consulting.  The lenders are advised in
this transaction by Milbank, Tweed and Moelis & Company.

                  About Vertellus Specialties

Vertellus Specialties Inc. is a global specialty chemicals company
focused on the manufacture of ingredients used in pharmaceuticals,
personal care, nutrition, agriculture, and a host of other market
areas affected by trends favoring "green" technologies and
chemistries.

Headquartered in Indianapolis, Indiana, Vertellus Specialties Inc.
and several affiliates filed separate Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-11289 to 16-11299) on May
31, 2016. Judge Christopher S. Sontchi presides over the case.

Stuart M. Brown, Esq., Kaitlin M. Edelman, Esq., Richard A.
Chesley, Esq., Daniel M. Simon, Esq., and David E. Avraham, Esq.,
at DLA Piper LLP (US) serve as the Debtors' bankruptcy counsel.

Jefferies LLC is the Debtors' investment banker.  Andrew Hinkelman
at FTI Consulting, Inc., is the Debtors' chief restructuring
officer.  Kurtzman Carson Consultants is the Debtors' claims and
noticing agent.

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

The petitions were signed by Anne Frye, vice president, secretary
and general counsel.

The Official Committee of Unsecured Creditors of Vertellus
Specialties Inc., et al., has tapped Hahn & Hessen LLP as lead
counsel; Morris James LLP as co-counsel; and Zolfo Cooper, LLC as
its financial advisor.


VICTOR SEIJAS: Unsecureds to Get Less 0.20% if BoA Prevails in Lien
-------------------------------------------------------------------
Victor and Cecilia Seijas filed with the U.S. Bankruptcy Court for
the Southern District of Florida an amended disclosure statement
describing the Debtors' amended plan of reorganization.

The Debtors commit their disposable income to payment of holders of
Class 12 claims -- which consists of allowed unsecured claims,
including undersecured, wholly unsecured claims, or claims stripped
off of the Debtors' properties -- over the five-year Plan.  Allowed
Unsecured Claims are estimated at $37,429,082.45.  Total disposable
income to be paid to the Class 12 creditors over the five-year Plan
is $73,620.  This will result in an estimated 0.20% distribution on
each Class 12 Allowed Unsecured Claim claim.

The Amended Plan provides that the distribution to Class 12 Claims
assumes that the Debtor prevails on its motion to value the lien of
BOA regarding Seico Construction Corp stock owned by the Debtors.
If BOA was to prevail and be afforded the lien on the stock, then
the distribution available to unsecured creditors would be
substantially reduced in that the Debtor would have to devote a
substantial portion of their income to maintain ownership of the
entity that affords them income to make the distribution to
unsecured creditors.  Class 12 is impaired under the Plan.

The plan payments will be made from the Debtors' disposable income
as calculated from the Debtors' projected income and expenses.  

The Amended Disclosure Statement is available at:

           http://bankrupt.com/misc/flsb14-33499-134.pdf

                About Victor and Cecilia Seijas

Victor F. Seijas, Jr., and Cecilia M. Seijas sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S. D. Fla. Case No.
14-33499) on Oct. 22, 2104.  The Debtor is assigned to Judge Robert
A. Mark.


VIZIENT INC: S&P Affirms 'B' CCR on Pact to Sell Subsidiary
-----------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
Vizient Inc.  The rating outlook is stable.

At the same time, S&P raised its rating on the company's first-lien
credit facilities to 'B+' from 'B' and revised the recovery rating
on this debt to '2' from '3'.  The '2' recovery rating reflects
S&P's expectation for substantial (70%-90%, at the lower end of the
range) recovery in the event of a payment default.

The sale of Vizient's subsidiary, National IPA, representing less
than 5% of S&P's 2017 projected revenues, is consistent with its
commitment to the health care marketplace.  Given its small size
and nonstrategic focus, S&P has not revised its assessment of the
company's business profile, despite the modest decline in margin,
because National IPA generated strong margins.  Leverage will be
little changed.

"The ratings reflect Vizient's high leverage as a result of the
recent acquisition of MedAssets' Spend and Clinical Management
(SCM) segment as well as its analytics and consulting arm, Sg2,"
said S&P Global Ratings credit analyst David Peknay.  It also
reflects the company's specialized focus as a GPO, or a negotiator
of supply contracts, and provider of analytical services to
hospitals and other health care providers.  These vulnerabilities
are partially offset by S&P's belief that Vizient has become the
clear market-leading GPO after its recent acquisition of MedAssets'
SCM segment.

S&P views the health care GPO industry as relatively stable because
of its relatively long (three to five year) contract terms, high
recurring revenues, and fairly high level of consolidation.
Although hospitals do purchase supplies on their own without GPOs,
and also use regional GPOs, S&P estimates the top four players will
constitute 85% of the national GPO market after the SCM
acquisition.

The stable rating outlook reflects S&P's expectation that the
company's revenue will grow organically--excluding the impact of
the divestiture--at a mid-single-digit rate.  It also reflects
S&P's view that despite cost pressures on providers, the company's
EBITDA margin will expand this year and next year, primarily
because of the MedAssets acquisition, including cost synergies.

S&P could lower the rating if the company's revenue declines at a
low-single-digit rate and margins are 200 basis points lower than
S&P's expectations.  In this scenario, S&P projects that cash flow
would be minimal.  S&P believes this could occur if the company
experiences pricing pressure from its clients or faces contract
losses.

S&P could raise the rating if leverage declines below 5x.  S&P
views this scenario as unlikely over the next year given
integration risks related to the acquisition, high leverage, and
S&P's expectation of modest cash flow generation this year.


WALTER ENERGY: Court Approves Sale of Canadian Assets to Conuma
---------------------------------------------------------------
Walter Energy Canada Holdings, Inc., on Sept. 9, 2016, disclosed
that the court approved sale of its Canadian assets to Conuma Coal
Resources Limited ("Conuma"), a member of the ERP Group of
Companies, has closed.  Conuma intends to resume mining operations
at the Brule Mine in the near future and may resume other mining
operations in the area in 2017.

Walter Energy Canada and certain of its affiliates and partnerships
obtained creditor protection under the Companies' Creditors
Arrangement Act (Canada) (the "CCAA") pursuant to an Initial Order
granted on December 7, 2015.  The sale of the Company's assets was
approved by order of the Supreme Court of British Columbia,
pronounced on August 16, 2016.  The sale represents the successful
conclusion of the Canadian assets sale of Walter Energy Canada's
sale and investment solicitation process, commenced in January of
this year.

Walter Energy Canada intends to pursue a transaction for its
interests in the Walter United Kingdom assets.  The Walter United
Kingdom entities are not subject to creditor protection.  Walter
Energy Canada is a holding company for the Canadian and UK
operations of Walter Energy, Inc. of Birmingham, Alabama.  Walter
Energy Canada and Walter United Kingdom were not part of the U.S.
chapter 11 filing of Walter Energy, Inc. on July 15, 2015 and were
not included in the asset purchase agreement that Walter Energy,
Inc. entered into on November 5, 2015.

                       About Walter Energy

Walter Energy, Inc. -- http://www.walterenergy.com/-- is a
metallurgical coal producer for the global steel industry with
strategic access to steel producers in Europe, Asia and South
America.  The Company also produces thermal coal, anthracite,
metallurgical coke and coal bed methane gas, with operations in the
United States, Canada and the United Kingdom.

For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.   

Walter Energy and its affiliates sought Chapter 11 protection
(Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham, Alabama on
July 15, 2015, after signing a restructuring support agreement with
first-lien lenders.

Walter Energy disclosed total assets of $5.2 billion and total debt
of $5 billion as of March 31, 2015.

The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as
counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree
Deakins LLP, as labor and employment counsel; Maynard, Cooper &
Gale, P.C., as special counsel; PJT Partners LP serves as
investment banker, replacing Blackstone Advisory Services, L.P.;
AlixPartners, LLP, as financial advisor, and Kurtzman Carson
Consultants LLC, as claims and noticing agent.

The Bankruptcy Administrator for the Northern District of Alabama
appointed an Official Committee of Unsecured Creditors and an
Official Committee of Retirees.  The Creditors Committee tapped
Morrison & Foerster LLP and Christian & Small LLP as attorneys.
The Retiree Committee retained Adams & Reese LLP and Jenner & Block
LLP as attorneys.

The informal group of certain unaffiliated First Lien Lenders and
First Lien Noteholders -- Steering Committee -- retained Akin,
Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard
Freres & Co. LLC as financial advisor.


WESLEY MEDICAL: Hires Hall Booth Smith as Counsel
-------------------------------------------------
Wesley Medical Staffing, Inc., seeks authorization from the U.S.
Bankruptcy Court for the Northern  District of California to employ
Hall Booth Smith, PC as special counsel for the Debtor.

The Debtor requires the assistance of special counsel to represent
the Debtor with respect to the Debtor's employment matters
including the negotiation and preparation of an employment contract
for a key employee in the State of Georgia.

HBS will be paid at these hourly rates:

     Attorney/Partners        $300
     Associates               $225
     Paralegals               $150

Jeffery Saxby, Esq., partner of the firm Hall Booth Smith, PC,
assured the Court that the firm does not represent any interest
adverse to the Debtor and its estates.

HBS may be reached at:

     Jeffery Saxby, Esq.
     Hall Booth Smith, P.C.,
     191 Peachtree Street NE, Suite 2900
     Atlanta, GA 30303
     Tel: 404.954.6931

              About Wesley Medical Staffing, Inc.

Wesley Medical Staffing, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Cal. Case No. 15-31557) on Dec. 21, 2015.
Craig K. Welch, Esq., at the Law Office Of Craig K. Welch serves as
the Debtor's bankruptcy counsel.

The Debtor's assets and liabilities are both below $1 million.


ZAMINDAR PROPERTIES: Case Summary & 2 Unsecured Creditors
---------------------------------------------------------
Debtor: Zamindar Properties, LLC
        293 Pleasantville Drive
        Midland, PA 15059

Case No.: 16-23385

Chapter 11 Petition Date: September 9, 2016

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Judge: Hon. Carlota M. Bohm

Debtor's Counsel: Donald R. Calaiaro, Esq.
                  CALAIARO VALENCIK
                  428 Forbes Ave., Suite 900
                  Pittsburgh, PA 15219
                  Tel: 412-232-0930
                  Fax: 412-232-3858
                  E-mail: dcalaiaro@c-vlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Joann Jenkins, president.

A copy of the Debtor's list of two unsecured creditors is available
for free at http://bankrupt.com/misc/pawb16-23385.pdf


[*] Deloitte's Robichaux Bags TMA Award for CRO Work at Toumey
--------------------------------------------------------------
Deloitte CRG's restructuring professional Louis E. Robichaux IV has
been recognized for his work in serving as Chief Restructuring
Officer for Tuomey Healthcare System as part of a larger team of
advisors winning the 2016 Turnaround Management Association's (TMA)
Non-Profit Company Transaction of the Year award.  Tuomey is a
general acute care hospital in Sumter, S.C., that provides
compressive hospital and physician services to residents in South
Carolina's Sumter, Lee and Clarendon counties.  Tuomey is also the
primary source of health care for Shaw Air Force Base.

During 2014-2015, Deloitte CRG's restructuring professionals --
along with a top-flight team of legal and other advisors -- helped
Tuomey to complete a partnership affiliation transaction, pay its
creditors in full, fully resolve its $237 million litigation
verdict, and preserve 1500 local jobs, all while avoiding
bankruptcy.  More importantly, the affiliation transaction not only
preserved, but enhanced Tuomey's (now named Palmetto Health Tuomey)
future ability to provide critical health care services to the
citizens of its service areas.

Reflecting on the favorable outcome of the transaction, Deloitte
CRG principal Louis Robichaux said, "I am thrilled and humbled to
have been part of an amazing team of Tuomey executives, lawyers and
advisors who spared no amount of effort and energy to help Tuomey
achieve this result.  I'm particularly proud of the fact that
Toumey will continue providing critical health care services in
Sumter, Lee and Clarendon counties as part of Palmetto Health, the
largest health system in South Carolina."

Kirk Blair, Deloitte Advisory Corporate Restructuring Group leader,
added, "Restructuring work is very intense and specialized.  It
requires unique skills to address complex challenges and achieve
outstanding results.  I couldn't be more proud of the team of
people TMA recognized with this award."

Details on Deloitte CRG's role in Tuomey is available on TMA's Web
site at https://is.gd/DQ55Yc

The TMA awards press release is available at https://is.gd/vCgFJS


[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
                                                 Total
                                                Share-      Total
                                     Total    Holders'    Working
                                    Assets      Equity    Capital
  Company          Ticker             ($MM)       ($MM)      ($MM)
  -------          ------           ------    --------    -------
ABSOLUTE SOFTWRE   OU1 GR            114.7       (43.7)     (34.6)
ABSOLUTE SOFTWRE   ABT2EUR EU        114.7       (43.7)     (34.6)
ABSOLUTE SOFTWRE   ALSWF US          114.7       (43.7)     (34.6)
ABSOLUTE SOFTWRE   ABT CN            114.7       (43.7)     (34.6)
ADV MICRO DEVICE   AMD SW          3,316.0      (413.0)     925.0
ADV MICRO DEVICE   AMD US          3,316.0      (413.0)     925.0
ADV MICRO DEVICE   AMD* MM         3,316.0      (413.0)     925.0
ADV MICRO DEVICE   AMDCHF EU       3,316.0      (413.0)     925.0
ADV MICRO DEVICE   AMD QT          3,316.0      (413.0)     925.0
ADV MICRO DEVICE   AMDUSD SW       3,316.0      (413.0)     925.0
ADV MICRO DEVICE   AMD TE          3,316.0      (413.0)     925.0
ADV MICRO DEVICE   AMD GR          3,316.0      (413.0)     925.0
ADV MICRO DEVICE   AMD TH          3,316.0      (413.0)     925.0
ADVANCED EMISSIO   OXQ1 GR            36.6       (10.5)     (11.2)
ADVANCED EMISSIO   ADES US            36.6       (10.5)     (11.2)
ADVANCEPIERRE FO   APFHEUR EU      1,149.4      (335.7)     180.5
ADVANCEPIERRE FO   APFH US         1,149.4      (335.7)     180.5
ADVENT SOFTWARE    ADVS US           424.8       (50.1)    (110.8)
AERIE PHARMACEUT   AERIEUR EU        120.1       (17.4)      94.1
AERIE PHARMACEUT   AERI US           120.1       (17.4)      94.1
AERIE PHARMACEUT   0P0 GR            120.1       (17.4)      94.1
AEROJET ROCKETDY   AJRDEUR EU      2,000.1      (108.0)     100.6
AEROJET ROCKETDY   GCY TH          2,000.1      (108.0)     100.6
AEROJET ROCKETDY   GCY GR          2,000.1      (108.0)     100.6
AEROJET ROCKETDY   AJRD US         2,000.1      (108.0)     100.6
AIR CANADA         AC CN          14,539.0      (673.0)    (496.0)
AIR CANADA         ACDVF US       14,539.0      (673.0)    (496.0)
AIR CANADA         ADH2 GR        14,539.0      (673.0)    (496.0)
AIR CANADA         ACEUR EU       14,539.0      (673.0)    (496.0)
AIR CANADA         ADH2 TH        14,539.0      (673.0)    (496.0)
AK STEEL HLDG      AK2 TH          3,918.3      (300.6)     665.0
AK STEEL HLDG      AK2 GR          3,918.3      (300.6)     665.0
AK STEEL HLDG      AKS US          3,918.3      (300.6)     665.0
AK STEEL HLDG      AKS* MM         3,918.3      (300.6)     665.0
AMER RESTAUR-LP    ICTPU US           33.5        (4.0)      (6.2)
AMYLIN PHARMACEU   AMLN US         1,998.7       (42.4)     263.0
ARCH COAL INC      ACIIQ* MM       4,685.2    (1,627.0)     713.1
ARIAD PHARM        ARIA US           624.4       (37.9)     206.5
ARIAD PHARM        ARIA SW           624.4       (37.9)     206.5
ARIAD PHARM        ARIAEUR EU        624.4       (37.9)     206.5
ARIAD PHARM        APS TH            624.4       (37.9)     206.5
ARIAD PHARM        APS QT            624.4       (37.9)     206.5
ARIAD PHARM        ARIACHF EU        624.4       (37.9)     206.5
ARIAD PHARM        APS GR            624.4       (37.9)     206.5
ARRAY BIOPHARMA    AR2 QT            168.9       (37.9)     102.9
ARRAY BIOPHARMA    AR2 GR            168.9       (37.9)     102.9
ARRAY BIOPHARMA    AR2 TH            168.9       (37.9)     102.9
ARRAY BIOPHARMA    ARRY US           168.9       (37.9)     102.9
ARRAY BIOPHARMA    ARRYEUR EU        168.9       (37.9)     102.9
ASCENT SOLAR TEC   ASTIEUR EU         14.0        (5.3)      (7.9)
ASPEN TECHNOLOGY   AZPN US           419.7       (75.0)     (71.3)
ASPEN TECHNOLOGY   AST TH            419.7       (75.0)     (71.3)
ASPEN TECHNOLOGY   AZPNEUR EU        419.7       (75.0)     (71.3)
ASPEN TECHNOLOGY   AST GR            419.7       (75.0)     (71.3)
AUTOZONE INC       AZ5 TH          8,464.1    (1,863.3)    (422.1)
AUTOZONE INC       AZOEUR EU       8,464.1    (1,863.3)    (422.1)
AUTOZONE INC       AZ5 QT          8,464.1    (1,863.3)    (422.1)
AUTOZONE INC       AZO US          8,464.1    (1,863.3)    (422.1)
AUTOZONE INC       AZ5 GR          8,464.1    (1,863.3)    (422.1)
AVID TECHNOLOGY    AVID US           273.7      (289.0)     (88.5)
AVID TECHNOLOGY    AVD GR            273.7      (289.0)     (88.5)
AVINTIV SPECIALT   POLGA US        1,991.4        (3.9)     322.1
AVON - BDR         AVON34 BZ       3,638.1      (397.3)     702.1
AVON PRODUCTS      AVP CI          3,638.1      (397.3)     702.1
AVON PRODUCTS      AVP TH          3,638.1      (397.3)     702.1
AVON PRODUCTS      AVP GR          3,638.1      (397.3)     702.1
AVON PRODUCTS      AVP* MM         3,638.1      (397.3)     702.1
AVON PRODUCTS      AVP US          3,638.1      (397.3)     702.1
BARRACUDA NETWOR   CUDA US           430.7       (19.3)     (28.8)
BARRACUDA NETWOR   7BM GR            430.7       (19.3)     (28.8)
BARRACUDA NETWOR   CUDAEUR EU        430.7       (19.3)     (28.8)
BARRACUDA NETWOR   7BM QT            430.7       (19.3)     (28.8)
BENEFITFOCUS INC   BTF GR            164.8       (31.8)      (0.2)
BENEFITFOCUS INC   BNFT US           164.8       (31.8)      (0.2)
BLUE BIRD CORP     1291067D US       310.3       (99.1)      (7.6)
BLUE BIRD CORP     BLBD US           310.3       (99.1)      (7.6)
BOMBARDIER INC-B   BBDBN MM       23,871.0    (3,918.0)   1,670.0
BOMBARDIER-B OLD   BBDYB BB       23,871.0    (3,918.0)   1,670.0
BOMBARDIER-B W/I   BBD/W CN       23,871.0    (3,918.0)   1,670.0
BRINKER INTL       EAT2EUR EU      1,472.7      (213.1)    (255.7)
BRINKER INTL       BKJ GR          1,472.7      (213.1)    (255.7)
BRINKER INTL       EAT US          1,472.7      (213.1)    (255.7)
BROOKFIELD REAL    BRE CN             98.8       (29.4)       1.0
BRP INC/CA-SUB V   BRPIF US        2,204.8       (73.9)      63.7
BRP INC/CA-SUB V   DOO CN          2,204.8       (73.9)      63.7
BRP INC/CA-SUB V   B15A GR         2,204.8       (73.9)      63.7
BUFFALO COAL COR   BUC SJ             48.1       (17.9)       0.3
BURLINGTON STORE   BURL* MM        2,566.3      (103.7)      93.1
BURLINGTON STORE   BURL US         2,566.3      (103.7)      93.1
BURLINGTON STORE   BUI GR          2,566.3      (103.7)      93.1
CAESARS ENTERTAI   CZR US         12,117.0       (96.0)  (2,233.0)
CAESARS ENTERTAI   C08 GR         12,117.0       (96.0)  (2,233.0)
CALIFORNIA RESOU   1CL TH          6,476.0    (1,045.0)    (206.0)
CALIFORNIA RESOU   CRC US          6,476.0    (1,045.0)    (206.0)
CALIFORNIA RESOU   1CLB GR         6,476.0    (1,045.0)    (206.0)
CALIFORNIA RESOU   1CLB QT         6,476.0    (1,045.0)    (206.0)
CALIFORNIA RESOU   CRCEUR EU       6,476.0    (1,045.0)    (206.0)
CAMBIUM LEARNING   ABCD US           133.8       (69.9)     (55.1)
CARBONITE INC      CARB US           133.4        (2.1)     (39.9)
CARBONITE INC      4CB GR            133.4        (2.1)     (39.9)
CARRIZO OIL&GAS    CRZOEUR EU      1,457.6      (110.4)    (103.8)
CARRIZO OIL&GAS    CO1 TH          1,457.6      (110.4)    (103.8)
CARRIZO OIL&GAS    CRZO US         1,457.6      (110.4)    (103.8)
CARRIZO OIL&GAS    CO1 GR          1,457.6      (110.4)    (103.8)
CASELLA WASTE      WA3 GR            631.6       (22.2)      (6.0)
CASELLA WASTE      CWST US           631.6       (22.2)      (6.0)
CEB INC            FC9 GR          1,509.2       (71.7)    (153.6)
CEB INC            CEB US          1,509.2       (71.7)    (153.6)
CEDAR FAIR LP      FUN US          2,072.4       (28.4)    (104.7)
CEDAR FAIR LP      7CF GR          2,072.4       (28.4)    (104.7)
CENTENNIAL COMM    CYCL US         1,480.9      (925.9)     (52.1)
CHOICE HOTELS      CHH US            843.4      (373.8)     118.7
CHOICE HOTELS      CZH GR            843.4      (373.8)     118.7
CINCINNATI BELL    CBB US          1,423.2      (217.0)     (48.0)
CINCINNATI BELL    CIB GR          1,423.2      (217.0)     (48.0)
CLEAR CHANNEL-A    C7C GR          5,698.1      (966.4)     682.6
CLEAR CHANNEL-A    CCO US          5,698.1      (966.4)     682.6
CLEARSIDE BIOMED   CLSD US             4.5        (4.3)       1.2
CLIFFS NATURAL R   CVA TH          1,851.0    (1,678.9)     403.1
CLIFFS NATURAL R   CLF2EUR EU      1,851.0    (1,678.9)     403.1
CLIFFS NATURAL R   CLF* MM         1,851.0    (1,678.9)     403.1
CLIFFS NATURAL R   CVA GR          1,851.0    (1,678.9)     403.1
CLIFFS NATURAL R   CVA QT          1,851.0    (1,678.9)     403.1
CLIFFS NATURAL R   CLF US          1,851.0    (1,678.9)     403.1
COGENT COMMUNICA   OGM1 GR           626.4       (29.4)     142.2
COGENT COMMUNICA   CCOI US           626.4       (29.4)     142.2
COHERUS BIOSCIEN   CHRSEUR EU        251.1       (61.9)     128.6
COHERUS BIOSCIEN   CHRS US           251.1       (61.9)     128.6
COHERUS BIOSCIEN   8C5 TH            251.1       (61.9)     128.6
COHERUS BIOSCIEN   8C5 GR            251.1       (61.9)     128.6
COMMUNICATION      8XC GR          2,851.7    (1,247.6)       -
COMMUNICATION      CSAL US         2,851.7    (1,247.6)       -
CPI CARD GROUP I   CPB GR            277.1       (91.0)      56.9
CPI CARD GROUP I   PNT CN            277.1       (91.0)      56.9
CPI CARD GROUP I   PMTS US           277.1       (91.0)      56.9
CVR NITROGEN LP    RNF US            241.4      (166.3)      12.0
CYAN INC           CYNI US           112.1       (18.4)      56.9
CYAN INC           YCN GR            112.1       (18.4)      56.9
DELEK LOGISTICS    D6L GR            381.8        (9.3)      15.3
DELEK LOGISTICS    DKL US            381.8        (9.3)      15.3
DENNY'S CORP       DENN US           293.2       (52.7)     (44.5)
DENNY'S CORP       DE8 GR            293.2       (52.7)     (44.5)
DIRECTV            DTV US         25,321.0    (3,463.0)   1,360.0
DIRECTV            DTV CI         25,321.0    (3,463.0)   1,360.0
DIRECTV            DTVEUR EU      25,321.0    (3,463.0)   1,360.0
DOMINO'S PIZZA     DPZ US            652.3    (1,914.8)      93.7
DOMINO'S PIZZA     EZV TH            652.3    (1,914.8)      93.7
DOMINO'S PIZZA     EZV GR            652.3    (1,914.8)      93.7
DPL INC            DPL US          2,931.4      (173.0)    (496.5)
DUN & BRADSTREET   DNB US          2,162.9    (1,076.9)     (85.0)
DUN & BRADSTREET   DB5 GR          2,162.9    (1,076.9)     (85.0)
DUN & BRADSTREET   DNB1EUR EU      2,162.9    (1,076.9)     (85.0)
DUN & BRADSTREET   DB5 QT          2,162.9    (1,076.9)     (85.0)
DUNKIN' BRANDS G   2DB GR          3,130.4      (203.7)     147.1
DUNKIN' BRANDS G   DNKNEUR EU      3,130.4      (203.7)     147.1
DUNKIN' BRANDS G   2DB TH          3,130.4      (203.7)     147.1
DUNKIN' BRANDS G   DNKN US         3,130.4      (203.7)     147.1
DURATA THERAPEUT   DRTX US            82.1       (16.1)      11.7
DURATA THERAPEUT   DTA GR             82.1       (16.1)      11.7
DURATA THERAPEUT   DRTXEUR EU         82.1       (16.1)      11.7
EASTMAN KODAK CO   KODK US         2,042.0       (39.0)     859.0
EASTMAN KODAK CO   KODN GR         2,042.0       (39.0)     859.0
EDGEN GROUP INC    EDG US            883.8        (0.8)     409.2
ENERGIZER HOLDIN   EGG GR          1,596.8        (2.8)     655.7
ENERGIZER HOLDIN   ENR-WEUR EU     1,596.8        (2.8)     655.7
ENERGIZER HOLDIN   ENR US          1,596.8        (2.8)     655.7
EPL OIL & GAS IN   EPL US            463.6    (1,080.5)  (1,301.7)
EPL OIL & GAS IN   EPA1 GR           463.6    (1,080.5)  (1,301.7)
ERIN ENERGY CORP   ERN SJ            349.0      (159.2)    (257.2)
EXELIXIS INC       EX9 QT            477.1      (186.1)     160.6
EXELIXIS INC       EX9 GR            477.1      (186.1)     160.6
EXELIXIS INC       EX9 TH            477.1      (186.1)     160.6
EXELIXIS INC       EXEL US           477.1      (186.1)     160.6
EXELIXIS INC       EXELEUR EU        477.1      (186.1)     160.6
FAIRMOUNT SANTRO   FMSAEUR EU      1,109.1      (159.6)     147.3
FAIRMOUNT SANTRO   FM1 GR          1,109.1      (159.6)     147.3
FAIRMOUNT SANTRO   FMSA US         1,109.1      (159.6)     147.3
FAIRPOINT COMMUN   FONN GR         1,279.3       (23.7)       9.7
FAIRPOINT COMMUN   FRP US          1,279.3       (23.7)       9.7
FIFTH STREET ASS   FSAM US           166.3       (11.1)       -
FORESIGHT ENERGY   FELP US         1,746.6       (45.9)  (1,325.6)
FORESIGHT ENERGY   FHR GR          1,746.6       (45.9)  (1,325.6)
FREESCALE SEMICO   1FS GR          3,159.0    (3,079.0)   1,264.0
FREESCALE SEMICO   1FS QT          3,159.0    (3,079.0)   1,264.0
FREESCALE SEMICO   FSLEUR EU       3,159.0    (3,079.0)   1,264.0
FREESCALE SEMICO   1FS TH          3,159.0    (3,079.0)   1,264.0
FREESCALE SEMICO   FSL US          3,159.0    (3,079.0)   1,264.0
GAMCO INVESTO-A    GBL US            113.9      (223.5)       -
GARDA WRLD -CL A   GW CN           1,793.0      (360.9)     107.4
GARTNER INC        GGRA GR         2,304.5       (52.8)    (153.6)
GARTNER INC        IT* MM          2,304.5       (52.8)    (153.6)
GARTNER INC        IT US           2,304.5       (52.8)    (153.6)
GCP APPLIED TECH   43G GR          1,034.5      (149.7)     254.9
GCP APPLIED TECH   GCP US          1,034.5      (149.7)     254.9
GENTIVA HEALTH     GHT GR          1,225.2      (285.2)     130.0
GENTIVA HEALTH     GTIV US         1,225.2      (285.2)     130.0
GLG PARTNERS INC   GLG US            400.0      (285.6)     156.9
GLG PARTNERS-UTS   GLG/U US          400.0      (285.6)     156.9
GRAHAM PACKAGING   GRM US          2,947.5      (520.8)     298.5
GUIDANCE SOFTWAR   ZTT GR             71.8        (1.7)     (22.1)
GUIDANCE SOFTWAR   GUID US            71.8        (1.7)     (22.1)
GYMBOREE CORP/TH   GYMB US         1,162.6      (309.2)      28.7
HCA HOLDINGS INC   2BH TH         33,205.0    (6,498.0)   3,699.0
HCA HOLDINGS INC   HCA US         33,205.0    (6,498.0)   3,699.0
HCA HOLDINGS INC   HCAEUR EU      33,205.0    (6,498.0)   3,699.0
HCA HOLDINGS INC   2BH GR         33,205.0    (6,498.0)   3,699.0
HECKMANN CORP-U    HEK/U US          421.9       (75.1)     (51.4)
HEWLETT-PACKA-WI   HPQ-W US       27,224.0    (3,926.0)    (712.0)
HOVNANIAN-A-WI     HOV-W US        2,388.8      (151.9)   1,377.8
HP COMPANY-BDR     HPQB34 BZ      27,224.0    (3,926.0)    (712.0)
HP INC             HPQ TE         27,224.0    (3,926.0)    (712.0)
HP INC             HPQ CI         27,224.0    (3,926.0)    (712.0)
HP INC             HPQ* MM        27,224.0    (3,926.0)    (712.0)
HP INC             HWP QT         27,224.0    (3,926.0)    (712.0)
HP INC             7HP TH         27,224.0    (3,926.0)    (712.0)
HP INC             HPQ US         27,224.0    (3,926.0)    (712.0)
HP INC             7HP GR         27,224.0    (3,926.0)    (712.0)
HP INC             HPQCHF EU      27,224.0    (3,926.0)    (712.0)
HP INC             HPQ SW         27,224.0    (3,926.0)    (712.0)
HUGHES TELEMATIC   HUTCU US          110.2      (101.6)    (113.8)
IBI GROUP INC      IBG CN            257.9       (13.2)     118.6
IDEXX LABS         IX1 TH          1,489.2        (8.5)      (1.7)
IDEXX LABS         IDXX US         1,489.2        (8.5)      (1.7)
IDEXX LABS         IX1 QT          1,489.2        (8.5)      (1.7)
IDEXX LABS         IX1 GR          1,489.2        (8.5)      (1.7)
INFOR ACQUISIT-A   IAC/A CN          233.2        (2.7)       1.8
INFOR ACQUISITIO   IAC-U CN          233.2        (2.7)       1.8
INFOR US INC       LWSN US         6,048.5      (796.8)    (226.4)
INNOVIVA INC       INVA US           378.1      (363.1)     175.8
INNOVIVA INC       HVE GR            378.1      (363.1)     175.8
INTERNATIONAL WI   ITWG US           325.1       (11.5)      95.4
INTERUPS INC       ITUP US             0.0        (0.3)      (0.3)
INVENTIV HEALTH    VTIV US         2,167.0      (791.3)     142.1
IPCS INC           IPCS US           559.2       (33.0)      72.1
ISRAMCO INC        IRM GR            145.1        (0.9)      14.0
ISRAMCO INC        ISRL US           145.1        (0.9)      14.0
ISRAMCO INC        ISRLEUR EU        145.1        (0.9)      14.0
ISTA PHARMACEUTI   ISTA US           124.7       (64.8)       2.2
J CREW GROUP INC   JCG US          1,455.8      (786.1)      86.9
JACK IN THE BOX    JACK US         1,291.5      (167.5)     (85.1)
JACK IN THE BOX    JACK1EUR EU     1,291.5      (167.5)     (85.1)
JACK IN THE BOX    JBX GR          1,291.5      (167.5)     (85.1)
JOEY NEW YORK IN   JOEY US             0.1        (4.2)      (4.2)
JUST ENERGY GROU   JE CN           1,229.1      (191.7)    (118.1)
JUST ENERGY GROU   JE US           1,229.1      (191.7)    (118.1)
JUST ENERGY GROU   1JE GR          1,229.1      (191.7)    (118.1)
KADMON HOLDINGS    KDMN US            45.9      (256.6)     (33.4)
L BRANDS INC       LTD GR          7,541.0    (1,129.0)   1,141.0
L BRANDS INC       LB* MM          7,541.0    (1,129.0)   1,141.0
L BRANDS INC       LBEUR EU        7,541.0    (1,129.0)   1,141.0
L BRANDS INC       LTD QT          7,541.0    (1,129.0)   1,141.0
L BRANDS INC       LTD TH          7,541.0    (1,129.0)   1,141.0
L BRANDS INC       LB US           7,541.0    (1,129.0)   1,141.0
LANTHEUS HOLDING   0L8 GR            259.3      (166.4)      78.9
LANTHEUS HOLDING   LNTH US           259.3      (166.4)      78.9
LEAP WIRELESS      LWI GR          4,662.9      (125.1)     346.9
LEAP WIRELESS      LWI TH          4,662.9      (125.1)     346.9
LEAP WIRELESS      LEAP US         4,662.9      (125.1)     346.9
LEE ENTERPRISES    LEE US            715.2      (122.1)     (24.8)
LORILLARD INC      LLV GR          4,154.0    (2,134.0)   1,135.0
LORILLARD INC      LLV TH          4,154.0    (2,134.0)   1,135.0
LORILLARD INC      LO US           4,154.0    (2,134.0)   1,135.0
MADISON-A/NEW-WI   MSGN-W US         806.5    (1,120.0)     168.7
MANITOWOC FOOD     MFS US          1,807.0      (111.1)      19.1
MANITOWOC FOOD     6M6 GR          1,807.0      (111.1)      19.1
MANITOWOC FOOD     MFS1EUR EU      1,807.0      (111.1)      19.1
MANNKIND CORP      MNKD IT           139.4      (366.6)    (198.9)
MARRIOTT INTL-A    MAR US          6,650.0    (3,462.0)  (1,285.0)
MARRIOTT INTL-A    MAQ GR          6,650.0    (3,462.0)  (1,285.0)
MARRIOTT INTL-A    MAQ TH          6,650.0    (3,462.0)  (1,285.0)
MCBC HOLDINGS IN   MCFT US            82.5        (8.4)     (26.3)
MCBC HOLDINGS IN   1SG GR             82.5        (8.4)     (26.3)
MDC COMM-W/I       MDZ/W CN        1,616.2      (457.3)    (268.2)
MDC PARTNERS-A     MDZ/A CN        1,616.2      (457.3)    (268.2)
MDC PARTNERS-A     MDCAEUR EU      1,616.2      (457.3)    (268.2)
MDC PARTNERS-A     MDCA US         1,616.2      (457.3)    (268.2)
MDC PARTNERS-EXC   MDZ/N CN        1,616.2      (457.3)    (268.2)
MEAD JOHNSON       MJN US          4,028.6      (519.4)   1,459.4
MEAD JOHNSON       MJNEUR EU       4,028.6      (519.4)   1,459.4
MEAD JOHNSON       0MJA TH         4,028.6      (519.4)   1,459.4
MEAD JOHNSON       0MJA GR         4,028.6      (519.4)   1,459.4
MEDLEY MANAGE-A    MDLY US           107.6       (30.3)      38.7
MERITOR INC        MTOREUR EU      2,084.0      (596.0)     155.0
MERITOR INC        MTOR US         2,084.0      (596.0)     155.0
MERITOR INC        AID1 GR         2,084.0      (596.0)     155.0
MERRIMACK PHARMA   MP6 GR            150.0      (201.6)      28.1
MERRIMACK PHARMA   MACKEUR EU        150.0      (201.6)      28.1
MERRIMACK PHARMA   MP6 QT            150.0      (201.6)      28.1
MERRIMACK PHARMA   MACK US           150.0      (201.6)      28.1
MICHAELS COS INC   MIK US          2,001.0    (1,707.8)     531.0
MICHAELS COS INC   MIM GR          2,001.0    (1,707.8)     531.0
MIDSTATES PETROL   MPO1EUR EU        729.3    (1,495.1)      12.9
MONEYGRAM INTERN   MGI US          4,290.8      (221.2)     (12.5)
MOODY'S CORP       DUT GR          5,044.9      (369.5)   1,883.7
MOODY'S CORP       MCOEUR EU       5,044.9      (369.5)   1,883.7
MOODY'S CORP       MCO US          5,044.9      (369.5)   1,883.7
MOODY'S CORP       DUT TH          5,044.9      (369.5)   1,883.7
MOTOROLA SOLUTIO   MTLA TH         8,467.0      (678.0)   1,502.0
MOTOROLA SOLUTIO   MTLA GR         8,467.0      (678.0)   1,502.0
MOTOROLA SOLUTIO   MTLA QT         8,467.0      (678.0)   1,502.0
MOTOROLA SOLUTIO   MOT TE          8,467.0      (678.0)   1,502.0
MOTOROLA SOLUTIO   MSI US          8,467.0      (678.0)   1,502.0
MPG OFFICE TRUST   1052394D US     1,280.0      (437.3)       -
MSG NETWORKS- A    MSGN US           806.5    (1,120.0)     168.7
MSG NETWORKS- A    1M4 TH            806.5    (1,120.0)     168.7
MSG NETWORKS- A    MSGNEUR EU        806.5    (1,120.0)     168.7
MSG NETWORKS- A    1M4 GR            806.5    (1,120.0)     168.7
NATHANS FAMOUS     NFA GR             77.7       (70.5)      51.9
NATHANS FAMOUS     NATH US            77.7       (70.5)      51.9
NATIONAL CINEMED   NCMI US         1,045.7      (166.4)      91.5
NATIONAL CINEMED   XWM GR          1,045.7      (166.4)      91.5
NAVIDEA BIOPHARM   NAVB IT             8.7       (63.9)     (55.5)
NAVISTAR INTL      NAV US          5,719.0    (5,134.0)     239.0
NAVISTAR INTL      IHR TH          5,719.0    (5,134.0)     239.0
NAVISTAR INTL      IHR GR          5,719.0    (5,134.0)     239.0
NAVISTAR INTL      IHR QT          5,719.0    (5,134.0)     239.0
NEFF CORP-CL A     NEFF US           681.2      (163.1)       2.3
NEKTAR THERAPEUT   NKTR US           463.1       (39.3)     239.0
NEKTAR THERAPEUT   ITH GR            463.1       (39.3)     239.0
NEW ENG RLTY-LP    NEN US            193.6       (31.2)       -
NORTHERN OIL AND   NOG US            465.4      (429.8)     (10.8)
NTELOS HOLDINGS    NTLS US           611.1       (39.9)     104.9
OCH-ZIFF CAPIT-A   OZM US          1,375.1      (356.2)       -
OCH-ZIFF CAPIT-A   35OA GR         1,375.1      (356.2)       -
OMEROS CORP        OMER US            46.1       (49.0)      18.0
OMEROS CORP        3O8 TH             46.1       (49.0)      18.0
OMEROS CORP        3O8 GR             46.1       (49.0)      18.0
OMEROS CORP        OMEREUR EU         46.1       (49.0)      18.0
OMTHERA PHARMACE   OMTH US            18.3        (8.5)     (12.0)
ONCOMED PHARMACE   OMED US           181.9       (43.5)     121.7
ONCOMED PHARMACE   O0M GR            181.9       (43.5)     121.7
PALM INC           PALM US         1,007.2        (6.2)     141.7
PAPA JOHN'S INTL   PP1 GR            487.2        (9.3)      18.4
PAPA JOHN'S INTL   PZZA US           487.2        (9.3)      18.4
PBF LOGISTICS LP   11P GR            458.6      (128.0)      65.8
PBF LOGISTICS LP   PBFX US           458.6      (128.0)      65.8
PENN NATL GAMING   PN1 GR          5,142.8      (606.9)    (197.8)
PENN NATL GAMING   PENN US         5,142.8      (606.9)    (197.8)
PHILIP MORRIS IN   PM1EUR EU      34,802.0   (10,799.0)   3,374.0
PHILIP MORRIS IN   PM1 TE         34,802.0   (10,799.0)   3,374.0
PHILIP MORRIS IN   PM US          34,802.0   (10,799.0)   3,374.0
PHILIP MORRIS IN   4I1 TH         34,802.0   (10,799.0)   3,374.0
PHILIP MORRIS IN   4I1 GR         34,802.0   (10,799.0)   3,374.0
PHILIP MORRIS IN   PMI EB         34,802.0   (10,799.0)   3,374.0
PHILIP MORRIS IN   PM FP          34,802.0   (10,799.0)   3,374.0
PHILIP MORRIS IN   4I1 QT         34,802.0   (10,799.0)   3,374.0
PHILIP MORRIS IN   PMI SW         34,802.0   (10,799.0)   3,374.0
PHILIP MORRIS IN   PMI1 IX        34,802.0   (10,799.0)   3,374.0
PHILIP MORRIS IN   PM1CHF EU      34,802.0   (10,799.0)   3,374.0
PINNACLE ENTERTA   PNK US          3,966.8      (332.9)    (106.8)
PINNACLE ENTERTA   65P GR          3,966.8      (332.9)    (106.8)
PLAYBOY ENTERP-A   PLA/A US          165.8       (54.4)     (16.9)
PLAYBOY ENTERP-B   PLA US            165.8       (54.4)     (16.9)
PLY GEM HOLDINGS   PG6 GR          1,292.6       (57.6)     280.6
PLY GEM HOLDINGS   PGEM US         1,292.6       (57.6)     280.6
POLYMER GROUP-B    POLGB US        1,991.4        (3.9)     322.1
PROTECTION ONE     PONE US           562.9       (61.8)      (7.6)
QUALITY DISTRIBU   QLTY US           413.0       (22.9)     102.9
QUALITY DISTRIBU   QDZ GR            413.0       (22.9)     102.9
QUINTILES TRANSN   QTS GR          3,962.8      (228.7)     836.3
QUINTILES TRANSN   Q US            3,962.8      (228.7)     836.3
RADIO ONE INC-A    ROIA US         1,350.6       (53.0)     116.6
RADIO ONE-CL D     ROIAK US        1,350.6       (53.0)     116.6
REATA PHARMACE-A   RETA US           114.4      (212.1)      52.9
REATA PHARMACE-A   2R3 GR            114.4      (212.1)      52.9
REGAL ENTERTAI-A   RETA GR         2,572.9      (872.3)     (86.1)
REGAL ENTERTAI-A   RGC US          2,572.9      (872.3)     (86.1)
REGAL ENTERTAI-A   RGC* MM         2,572.9      (872.3)     (86.1)
RENAISSANCE LEA    RLRN US            57.0       (28.2)     (31.4)
RENTECH NITROGEN   2RN GR            241.4      (166.3)      12.0
RENTPATH LLC       PRM US            208.0       (91.7)       3.6
RESOLUTE ENERGY    REN US            317.5      (321.8)      15.2
RESOLUTE ENERGY    RENEUR EU         317.5      (321.8)      15.2
RESOLUTE ENERGY    R21 GR            317.5      (321.8)      15.2
REVLON INC-A       RVL1 GR         1,914.8      (561.7)     296.2
REVLON INC-A       REV US          1,914.8      (561.7)     296.2
RLJ ACQUISITI-UT   RLJAU US          127.7       (14.8)      18.1
ROUNDY'S INC       RNDY US         1,095.7       (92.7)      59.7
ROUNDY'S INC       4R1 GR          1,095.7       (92.7)      59.7
RURAL/METRO CORP   RURL US           303.7       (92.1)      72.4
RYERSON HOLDING    7RY GR          1,630.0      (112.1)     679.6
RYERSON HOLDING    7RY TH          1,630.0      (112.1)     679.6
RYERSON HOLDING    RYI US          1,630.0      (112.1)     679.6
SALLY BEAUTY HOL   SBH US          2,091.1      (282.9)     690.6
SALLY BEAUTY HOL   S7V GR          2,091.1      (282.9)     690.6
SANCHEZ ENERGY C   SN US           1,240.5      (703.2)     288.2
SANCHEZ ENERGY C   13S GR          1,240.5      (703.2)     288.2
SANCHEZ ENERGY C   13S TH          1,240.5      (703.2)     288.2
SANCHEZ ENERGY C   SN* MM          1,240.5      (703.2)     288.2
SBA COMM CORP-A    SBJ TH          7,436.3    (1,607.6)    (513.6)
SBA COMM CORP-A    SBJ GR          7,436.3    (1,607.6)    (513.6)
SBA COMM CORP-A    SBACEUR EU      7,436.3    (1,607.6)    (513.6)
SBA COMM CORP-A    SBAC US         7,436.3    (1,607.6)    (513.6)
SCIENTIFIC GAM-A   SGMS US         7,465.1    (1,666.9)     491.7
SCIENTIFIC GAM-A   TJW GR          7,465.1    (1,666.9)     491.7
SEARS HOLDINGS     SHLD US        10,614.0    (2,693.0)     672.0
SEARS HOLDINGS     SEE GR         10,614.0    (2,693.0)     672.0
SEARS HOLDINGS     SEE QT         10,614.0    (2,693.0)     672.0
SEARS HOLDINGS     SEE TH         10,614.0    (2,693.0)     672.0
SILVER SPRING NE   SSNIEUR EU        449.4       (12.3)      15.2
SILVER SPRING NE   9SI GR            449.4       (12.3)      15.2
SILVER SPRING NE   SSNI US           449.4       (12.3)      15.2
SILVER SPRING NE   9SI TH            449.4       (12.3)      15.2
SIRIUS XM CANADA   XSR CN            291.5      (139.8)    (175.5)
SIRIUS XM CANADA   SIICF US          291.5      (139.8)    (175.5)
SIRIUS XM HOLDIN   RDO TH          8,139.8      (775.1)  (1,605.5)
SIRIUS XM HOLDIN   RDO GR          8,139.8      (775.1)  (1,605.5)
SIRIUS XM HOLDIN   SIRI US         8,139.8      (775.1)  (1,605.5)
SONIC CORP         SO4 GR            679.7       (58.5)      98.7
SONIC CORP         SONC US           679.7       (58.5)      98.7
SONIC CORP         SONCEUR EU        679.7       (58.5)      98.7
SQL TECHNOLOGIES   SQFL US            15.1       (69.1)     (61.0)
SUPERVALU INC      SJ1 TH          4,373.0      (383.0)     203.0
SUPERVALU INC      SVU* MM         4,373.0      (383.0)     203.0
SUPERVALU INC      SVU US          4,373.0      (383.0)     203.0
SUPERVALU INC      SJ1 GR          4,373.0      (383.0)     203.0
TAILORED BRANDS    TLRD* MM        2,184.6       (88.7)     719.8
TAILORED BRANDS    TLRD US         2,184.6       (88.7)     719.8
TAILORED BRANDS    WRMA GR         2,184.6       (88.7)     719.8
TAUBMAN CENTERS    TCO US          3,786.8       (36.5)       -
TAUBMAN CENTERS    TU8 GR          3,786.8       (36.5)       -
TRANSDIGM GROUP    T7D GR         10,570.5      (808.2)   2,204.8
TRANSDIGM GROUP    T7D QT         10,570.5      (808.2)   2,204.8
TRANSDIGM GROUP    TDG SW         10,570.5      (808.2)   2,204.8
TRANSDIGM GROUP    TDG US         10,570.5      (808.2)   2,204.8
TRANSDIGM GROUP    TDGEUR EU      10,570.5      (808.2)   2,204.8
TRANSDIGM GROUP    TDGCHF EU      10,570.5      (808.2)   2,204.8
ULTRA PETROLEUM    UPLMQ US        1,292.9    (2,996.0)     259.4
ULTRA PETROLEUM    UPM GR          1,292.9    (2,996.0)     259.4
ULTRA PETROLEUM    UPLEUR EU       1,292.9    (2,996.0)     259.4
UNISYS CORP        USY1 GR         2,241.6    (1,273.6)     310.3
UNISYS CORP        UIS1 SW         2,241.6    (1,273.6)     310.3
UNISYS CORP        UIS US          2,241.6    (1,273.6)     310.3
UNISYS CORP        USY1 TH         2,241.6    (1,273.6)     310.3
UNISYS CORP        UISCHF EU       2,241.6    (1,273.6)     310.3
UNISYS CORP        UISEUR EU       2,241.6    (1,273.6)     310.3
VECTOR GROUP LTD   VGR QT          1,479.5      (175.4)     584.8
VECTOR GROUP LTD   VGR US          1,479.5      (175.4)     584.8
VECTOR GROUP LTD   VGR GR          1,479.5      (175.4)     584.8
VENOCO INC         VQ US             295.3      (483.7)    (509.8)
VERISIGN INC       VRS TH          2,314.2    (1,127.3)     468.5
VERISIGN INC       VRS GR          2,314.2    (1,127.3)     468.5
VERISIGN INC       VRSN US         2,314.2    (1,127.3)     468.5
VERIZON TELEMATI   HUTC US           110.2      (101.6)    (113.8)
VERSO CORP - A     VRS US          2,523.0    (1,302.0)      57.0
VIRGIN MOBILE-A    VM US             307.4      (244.2)    (138.3)
WEIGHT WATCHERS    WW6 TH          1,265.8    (1,266.4)    (146.1)
WEIGHT WATCHERS    WTW US          1,265.8    (1,266.4)    (146.1)
WEIGHT WATCHERS    WW6 GR          1,265.8    (1,266.4)    (146.1)
WEIGHT WATCHERS    WTWEUR EU       1,265.8    (1,266.4)    (146.1)
WEST CORP          WSTC US         3,546.6      (522.4)     269.5
WEST CORP          WT2 GR          3,546.6      (522.4)     269.5
WESTMORELAND COA   WLB US          1,743.2      (573.1)     (41.5)
WINGSTOP INC       WING US           116.8        (0.1)       6.7
WINGSTOP INC       EWG GR            116.8        (0.1)       6.7
WINMARK CORP       GBZ GR             42.8       (21.9)      13.6
WINMARK CORP       WINA US            42.8       (21.9)      13.6
YRC WORLDWIDE IN   YRCWEUR EU      1,886.0      (359.8)     271.7
YRC WORLDWIDE IN   YEL1 GR         1,886.0      (359.8)     271.7
YRC WORLDWIDE IN   YEL1 TH         1,886.0      (359.8)     271.7
YRC WORLDWIDE IN   YRCW US         1,886.0      (359.8)     271.7
YUM! BRANDS INC    YUMCHF EU       8,184.0      (331.0)    (400.0)
YUM! BRANDS INC    TGR GR          8,184.0      (331.0)    (400.0)
YUM! BRANDS INC    YUM SW          8,184.0      (331.0)    (400.0)
YUM! BRANDS INC    YUM US          8,184.0      (331.0)    (400.0)
YUM! BRANDS INC    TGR TH          8,184.0      (331.0)    (400.0)
YUM! BRANDS INC    YUMUSD SW       8,184.0      (331.0)    (400.0)
YUM! BRANDS INC    YUMEUR EU       8,184.0      (331.0)    (400.0)
YUM! BRANDS INC    TGR QT          8,184.0      (331.0)    (400.0)
ZIOPHARM ONCOLOG   ZIOP US           128.0       (52.0)     110.7
ZIOPHARM ONCOLOG   WEK TH            128.0       (52.0)     110.7
ZIOPHARM ONCOLOG   ZIOPEUR EU        128.0       (52.0)     110.7
ZIOPHARM ONCOLOG   WEK GR            128.0       (52.0)     110.7


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2016.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

                   *** End of Transmission ***