TCR_Public/160915.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, September 15, 2016, Vol. 20, No. 258

                            Headlines

8E LAUNDRY: Seeks Authority to Use Wells Fargo Cash Collateral
ABC DISPOSAL: Court Schedules Oct. 13 Hearing for Cash Use
ABENGOA BIOENERGY: Selling Hugoton Property to Cullums for $190K
AFFINITY GAMING: S&P Lowers CCR to 'B', Off CreditWatch
AMERICAN CARESOURCE: Working Capital Raises Going Concern Doubt

AMERICAN POWER: M. Steenwyk Reports 40.7% Stake as of Sept. 6
AMERICAN SUNBELT: Hires FBM as Property Manager
AMERICAN SUNBELT: Hires Keller Williams as Broker
AUSTIN HOUSE: Seeks to Hire Khan Arndt & Associates as Accountant
AZIZ PETROLEUM: Plan Outline Amended to Add Potential Recoveries

BELIEVER'S BIBLE: Submits Amended Cash Collateral Budget
C&D PRODUCE: Taps Treasury Property as Business Broker
CAESARS ENTERTAINMENT: Inks CIE Proceeds & Proceeds Agreement
CALLON PETROLEUM: Moody's Assigns 'B2' Corp. Family Rating
CAMINO AGAVE: Seeks Authorization to Use Cash Collateral

CARLMAC-MCKINNONS: Has Until October 5 to File Plan
CARVER BANCORP: KPMG Raises Going Concern Doubt on Debt Payments
CAT CONNECTION: Unsecured Creditors to Get 5% Under Ch. 11 Plan
CITICARE INC: Selling Manhattan Assets to Urban for $4M
CITIES GRILL: Cash Collateral Use on Interim Basis OK

CITIZENS PARKWAY: Wants Dec. 12 Solicitation Period Extension
CNC FABRICATION: Can Use Cash Collateral Until Sept. 29
CONCENTRA INC: Moody's Lowers Rating on 1st Lien Loans to 'B2'
CONSTELLATION ENTERPRISES: Seeks Exclusivity Extension Thru Jan. 11
CONSTELLATION ENTERPRISES: Seeks Jan. 11 Plan Filing Extension

CONVERGEONE HOLDINGS: Moody's Affirms B3 CFR, Outlook Stable
CORNERSTONE TOWER: US Trustee Adds Primus Electronics to Committee
COTIVITI CORP: S&P Affirms 'BB-' CCR & Rates 1st Lien Loans 'BB'
CSC HOLDINGS: Fitch Assigns 'BB+' Senior Secured Term Loan Rating
DENNIS WINDSCHEFFEL: Proposes Full-Payment to Unsecureds

DESARROLLADORA LCP: Unsecureds To Recover 10% Under Plan
DOLLAR TREE: S&P Raises Rating on $2.5BB Sr. Notes to 'BB'
ECOARK HOLDINGS: Recurring Losses Raises Going Concern Doubt
EKD REALTY: Wants to Use Nautilus Cash Collateral
EL VOLCAN: Hires Sader Law as Attorneys

ELBIALI OSMAN: Court Approves Disclosure Statement
ENERGY XXI: Conyers Replies to Disqualification Motion
ENERGY XXI: Files 5th Amendment to Restructuring Support Agreement
EPICENTER PARTNERS: Plan Proposes Full-Payment to Unsecureds
FANSTEEL INC.: Case Summary & 20 Largest Unsecured Creditors

FANSTEEL INC.: Helicopter Parts Manufacturer Files for Bankruptcy
FITNESS INT'L: Moody's Confirms 'B2' CFR, Outlook Stable
FITNESS INT'L: S&P Raises Corp. Credit Rating to B+ Over Leverage
FOUNTAINS OF BOYNTON: Wants Nov. 14 Solicitation Period Extension
FPMI SOLUTIONS: Hires JG Cochran as Auctioneer

GARDEN OF EDEN: U.S. Trustee Unable to Appoint Committee
GFL ENVIRONMENTAL: Moody's Affirms B2 CFR & Rates New Loan Ba2
GFL ENVIRONMENTAL: S&P Affirms 'B' CCR, Outlook Stable
GOLFSMITH INT'L: Bankruptcy May Lead to Closure of GolfTEC Outlets
GOLFSMITH INTERNATIONAL: Case Summary & 30 Top Unsecured Creditors

GOLFSMITH INTERNATIONAL: Golf Retailer Files for Bankruptcy
GRAMERCY PROPERTY: Fitch Assigns 'BB+' Preferred Stock Rating
GRAND PANAMA: Use of AKSIM Cash Collateral on Interim Basis OK
GRASS VALLEY: Standard's Bid to Reconsider Lis Pendens Order Denied
GREAT WESTERN PETROLEUM: Moody's Assigns B3 CFR

GREAT WESTERN PETROLEUM: S&P Assigns B- Corp. Credit Rating
GRIMMETT BROTHERS: Hires Tarbox Law as Bankruptcy Counsel
HANJIN SHIPPING: Creditors Seek to Keep Ships Anchored in US Waters
HARRINGTON & KING: Court Extends Plan Filing Period to January 6
HAYDEL PROPERTIES: Hires Lentz & Little as Counsel

HD SUPPLY: Moody's Lowers Rating on Term Loan Due 2021 to B1
HD SUPPLY: S&P Assigns 'BB' Rating on New $550MM Term Loan B-2
HEARTLAND FARMS: Names Michael Martin as Special Counsel
HIGGINSVILLE, MO: S&P Lowers Rating on 2010 Sewerage Bonds to BB+
HILTZ WASTE: Seeks Authorization to Use Cash Collateral

HORIZON PHARMA: Moody's Retains B2 CFR on Raptor Acquisition
IMS HEALTH: Moody's Raises CFR to Ba2, Outlook Stable
IMS HEALTH: S&P Assigns Prelim. BB+ Rating on New Sr. Unsec. Notes
INTERLEUKIN GENETICS: Registers 122.6 Million Shares for Resale
INTERNATIONAL ELECTRIC: Suit vs. A&G, GAIC Sent to Virginia Court

IRON MOUNTAIN: S&P Affirms 'BB-' CCR, Outlook Remains Stable
ISAAC MAZOR: To Retain Interest in Bakery Under Plan
ITT EDUCATIONAL: Common Stock Delisted from NYSE
ITT EDUCATIONAL: Discontinues Academic Operations
ITT EDUCATIONAL: Purchase Agreement with New River Canceled

JAC HOLDING: Moody's Raises CFR to B2, Outlook Stable
JACK SHNORHAVORIAN: Court Approves Disclosures, Confirms Plan
JEANETTE GUTIERREZ: Selling San Antonio Property for $57K
JEANETTE GUTIERREZ: Selling San Antonio Property for $64K
JENSEN INDUSTRIES: Court Allows Use of Cash Collateral

JOHNS-MANVILLE CORP: $20MM Fees To Be Split Among Firms, Judge Says
KATHERINE MONTGOMERY: Accumulates $8K to Fund Ch. 11 Plan
KINCAID HOLDINGS: Hearing on Disclosure Statement Set For Sept. 29
LANDRY'S INC: S&P Affirms 'B' CCR & Rates $1.5BB Secured Loan 'B+'
LAS VEGAS JOHN: Hires Flangas Dalacas as Special Counsel

LEN-TRAN INC: Blalock Walters to Replace Mackey as Counsel
LENAPE LAKE: Disclosures OK'd; Sept. 21 Plan Confirmation Hearing
LIBERTY PROPERTY: Fitch Rates Preferred Operating Units 'BB+'
LSC COMMUNICATIONS: Moody's Assigns Ba3 CFR, Outlook Stable
LSC COMMUNICATIONS: S&P Assigns 'B+' CCR, Outlook Negative

LUIS GUTIERREZ: Oct. 13 Plan Confirmation Hearing
M.M.B. ENTERPRISES: Disclosure Statement Gets Interim Approval
MARGARET M. MCGREEVY: Unsecureds To Get Paid $100K Under Plan
METROTEK ELECTRICAL: Hires Withum Smith as Accountant
MICHAEL MCNULTY: Proposes Oct. 5 Disclosure Statement Hearing

MICHAEL'S CRABS: U.S. Trustee Unable to Appoint Committee
MIYAGI SUSHI: Hires Yi & Madrosen as General Bankruptcy Counsel
MODERN SHOE: Hires Fox Rothschild as Trademark Counsel
MOUNTAIN WOOD: Court Prohibits Use of First Bank of Tennessee Cash
MRI INTERVENTIONS: Voyager Reports 21.04% Stake as of Sept. 2

NAVIDEA BIOPHARMACEUTICALS: Credit Access Raise Going Concern Doubt
NAVISTAR INTERNATIONAL: Signs Procurement JV Framework Agreement
NEPHROGENEX INC: Court Extends Exclusivity Thru Dec. 26
NET ELEMENT: Swaps $100,000 Tranche for 90,138 Shares
NEW CAL-NEVA: U.S. Trustee Forms 4-Member Committee

NEW CAL-NEVA: Wants Authorization to Use Cash, Get Financing
NEW VISION GROUP: Case Summary & 7 Unsecured Creditors
NORANDA ALUMINUM: Sherwin Alumina Seeks DIP Order Reconsideration
NORDICA SOHO: Hires Goldberg Weprin as Counsel
NORDICA SOHO: Hires Holliday Fenoglio as Real Estate Broker

OLD TAMPA BAY: Hires Accu-Tax as Accountant
OPEN TEXT: Moody's Puts Ba1 CFR on Review for Downgrade
OPEXA THERAPEUTICS: Releases Updated Investor Presentation
ORANGE PEEL: Hires ACM Capital as Investment Banker
OW BUNKER: Court Dismisses CEPSA's Intervening Complaint

PACIFIC EXPLORATION: Provides Update on Restructuring Transaction
PDC ENERGY: Moody's Assigns B2 Rating on $400MM Unsec. Notes
PDC ENERGY: S&P Lowers Rating on Sr. Unsecured Notes to 'B+'
PERFORMANCE SPORTS: 251091708 Delaware, et al., Hold 10% Stake
PERFORMANCE SPORTS: Wellington Management No Longer a Shareholder

PETROQUEST ENERGY: Enters Into Amendment to Support Agreements
PIONEER HEALTH: Hires Mintz Levin as Special Counsel
PLYMOUTH PLACE: Fitch Affirms 'BB+' Rating on $76.3MM Bonds
QUORUM HEALTH: Moody's Affirms B2 CFR & Changes Outlook to Neg.
RAYMOND & ASSOCIATES: Wells Fargo Asks Court to Prohibit Cash Use

RIVER CREE: S&P Lowers CCR to 'B' on Weak Operating Performance
RIVERHEAD CHARTER: S&P Affirms 'BB+' Rating on 2013 Revenue Bonds
RMR OPERATING: Cash Collateral Motion Denied, Moot
ROCKDALE RESOURCES: Now Known as Petrolia Energy
ROOT9B TECHNOLOGIES: Negative Cash Flow Raises Going Concern Doubt

SAMSON RESOURCES: JPMorgan Opposes Committee Standing to Sue
SKILLMAN INTERNATIONAL: Wants to Use Ability Life Cash Collateral
SOUTHERN SEASON: Iron Horse to Auction Assets on September 22
SOUTHWESTERN ENERGY: Fitch Hikes LT Issuer Default Rating to 'BB'
SPECTRUM BRANDS: Fitch Rates New EUR375MM Unsec. Notes 'BB/RR4'

SUNEDISON INC: Judge Denies Vivint Request to Advance Litigation
SUNEDISON INC: NRG Energy Wins Auction for Wind, Solar Projects
SWORDS GROUP: Has Until Nov. 1 to Use Simmons Bank Cash Collateral
TECHPRECISION CORP: Schedules Annual Meeting for Dec. 8
TENNECO INC: Fitch Affirms 'BB+' LT Issuer Default Rating

TRANS-LUX CORP: Has $750,000 Credit Agreement with BFI Capital
TRAVELPORT WORLDWIDE: Okays Prepayment of $50-Mil. Term Loans
TREND COMPANIES: Can Use First Financial Bank Cash Collateral
TRIANGLE USA: Gibson, Young Conaway No Longer Represents Franklin
TUSCANY ENERGY: Has Until Nov. 9 to Solicit Acceptances to Plan

UNITED AIRLINES: Fitch Retains 'BB-' Issuer Default Rating
VACATION FUN: Case Summary & 13 Unsecured Creditors
VERTEX ENERGY: Recurring Losses Raises Going Concern Doubt
WESCO AIRCRAFT: Moody's Affirms B1 CFR & Changes Outlook to Pos.
WESCO AIRCRAFT: S&P Assigns 'B+' Rating on $600MM Credit Facility

WHISTLER ENERGY II: Wants Nov. 21 Plan Filing Period Extension
WISPER II: Court Extends Exclusive Plan Filing Period to Oct. 27
WPCS INTERNATIONAL: Posts $557,200 Net Income for July 31 Quarter
[*] Default Outlook Benign in 2017, Moody's Says
[*] FTI Restructuring Segment Bags TMA Turnaround of the Year Award

[^] Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

8E LAUNDRY: Seeks Authority to Use Wells Fargo Cash Collateral
--------------------------------------------------------------
8E Laundry, Inc., asks the U.S. Bankruptcy Court for the District
of Arizona for authorization to use Wells Fargo Bank, N.A.'s cash
collateral.

The Debtor is indebted to Wells Fargo in the approximate amount of
$344,049.87, as of the Petition Date.  The indebtedness is secured
by liens on and security interests in certain of the Debtor's
personal property.

The Debtor relates that it has an immediate need to use the cash or
proceeds subject to Wells Fargo's security interest.  The Debtor
further relates that it needs the cash collateral to, among other
things, pay postpetition operating expenses, including payroll and
amounts due to vendors, and to ensure that its Laundromat remains
operational.  The Debtor adds that without the use of cash
collateral, its operations will shut down, all ongoing business
value will be lost, and both Wells Fargo and the Debtor's unsecured
creditors will lose any prospect for payment.

The Debtor's proposed Monthly Budget provides for total expenses in
the amount of $14,253 for in-season months, and $9,893 for
off-season months.

The Debtor proposes to grant Wells Fargo with replacement liens on
similar postpetition collateral.  The Debtor further proposes to
make monthly adequate protection payments to Wells Fargo in the
amount of $400.

A full-text copy of the Debtor's Motion, dated Sept. 9, 2016, is
available at https://is.gd/Y0XO7j

A full-text copy of the Debtor's proposed Budget, dated Sept. 9,
2016, is available at https://is.gd/RQ4cT4

8E Laundry, Inc., is represented by:

          Thomas H. Allen, Esq.
          Philip J. Giles, Esq.
          ALLEN BARNES & JONES, PLC
          1850 N. Central, Suite 1150
          Phoenix, AZ 85004
          Telephone: (602) 256-6000
          E-mail: tallen@allenbarneslaw.com
                  pgiles@allenbarneslaw.com

                  About 8E Laundry, Inc.

8E Laundry filed a chapter 11 petition (Bankr. D. Ariz. Case No.
0:16-BK-10138-BMW) on September 1, 2016.  The Debtor is represented
by Thomas H. Allen, Esq., and Philip J. Giles, Esq., at Allen
Barnes & Jones, PLC.

The Debtor owns and operates a laundromat located in Yuma, Arizona.
The Debtor leases the commercial property located at 3325 S.
Avenue 8E, Suite 106, Yuma, Arizona to operate its business.


ABC DISPOSAL: Court Schedules Oct. 13 Hearing for Cash Use
----------------------------------------------------------
Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District
of Massachusetts ordered that a status conference on ABC Disposal
Service, Inc., et al.'s use of cash collateral will be held on Oct.
13, 2016 at 1:00 p.m.

                   About ABC Disposal Service

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

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

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

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

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

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

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

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


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



ABENGOA BIOENERGY: Selling Hugoton Property to Cullums for $190K
----------------------------------------------------------------
Abengoa Bioenergy US Holding, LLC, and its affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Missouri to authorize
the sale of their interest in the real property commonly known as
998 Road P, Hugoton, Kansas to Josh Jorde and Tracie Cullum for
$190,000.

The property was developed in connection with the nearby Hugoton
Plant owned by Debtors' affiliate Abengoa Bioenergy Biomass of
Kansas, LLC ("ABBK"), which plant and related property is the
subject of a sale process in ABBK's chapter 11 case pending before
the U.S. Bankruptcy Court for the District of Kansas (Case No.
16-10446).

Since the Petition Date, the Debtors have engaged local real estate
agents to market the property, and have engaged in discussions and
negotiations with multiple potential purchasers, ultimately
executing the contract herein with the Purchasers to sell the
property.

On June 22, 2016, the Debtors filed the Debtors' Motion for Entry
of an Order Approving the Sale of Certain Assets Free and Clear of
All Liens, Claims, Encumbrances, and Interests ("Original Sale
Motion") and requested the Court's approval of the sale of Property
to the original purchaser ("Original Sales Transaction").

On July 14, 2016, after a hearing and no objections were filed, the
Court granted the Original Sale Motion and entered the Order
Approving the Sale of Certain Assets Free and Clear of All Liens,
Claims, Encumbrances and Interests ("Original Sale Order"),
authorizing the sale of the Property to Robert A. Rich, the
original purchaser ("Original Purchaser").

After the Court's entry of the Original Sale Order, ultimately, the
Original Purchaser backed out of the Original Sales Transaction,
and the Original Sales Transaction, by no fault of the Selling
Debtor, failed to consummate between the Original Purchaser and the
Selling Debtor.  The Selling Debtor subsequently located new
purchasers of the Property, the Cullums, and now seeks the Court's
approval of the Purchase Agreement.

The principal terms of the Purchase Agreement are:

   a. Seller: Abengoa Bioenergy Engineering & Construction, LLC

   b. Purchasers: Josh Jorde and Tracie Cullum

   c. Sale/Purchase Price: $190,000

   d. Earnest Money Deposit: $5,000

   e. Real Estate Commission: Purchasers will pay a real estate
commission of 3% of the contract price to Faulkner Real Estate and
all fees associated with the closing.

   f. Closing and Possession: Closing will be completed on or
before Oct. 5, 2016, and the Selling Debtor will deliver possession
of the property to Purchasers upon closing.

   g. Conditions to Closing: Purchasers and the Selling Debtor
agree that the Purchase Agreement and the Selling Debtor's
obligation to close are subject to the Bankruptcy Court's approval.
The Purchase Agreement is contingent on the Purchasers obtaining a
new mortgage and notwithstanding any other terms and conditions of
the Purchase Agreement, if the final appraised value of the
property as determined by the Purchasers' appraiser is not equal to
or greater than the purchase price under the Purchase Agreement,
the Purchasers may send a written notice informing the Selling
Debtor of the Purchasers' request to renegotiate the purchase price
under the Purchase Agreement.  If the Purchasers and the Selling
Debtor cannot agree in writing to a purchase price within the time
frame allowed, the Purchase Agreement will be cancelled, and the
Purchasers' earnest money and any additional deposits will be
returned to the Purchasers.

The Selling Debtor believes that the sale would generate value for
its estate by relieving the Selling Debtor of an asset that neither
it nor its affiliates plan to use in the future, and that entry of
the Proposed Order is essential in order to achieve these benefits.
Moreover, the Selling Debtor believes that the Sale closing must
move forward in order to preserve the terms of the Purchase
Agreement.  It is unlikely that other purchasers for the property
could be found in the near term on similarly favorable terms, given
the current market environment and the proximity of the house to
ABBK's Hugoton plant.  The Selling Debtor has therefore concluded,
in the exercise of its sound business judgment, that the sale is
fair and reasonable, and that the Sale is in the best interests of
the Selling Debtor's estate and creditors.

The Debtors desire to close the sale of the Property as soon as is
practicable to allow the Debtors to operate their businesses
without interruption and to preserve value for their estates.
Accordingly, the Debtors request that the Court waive the 14-day
stay under Bankruptcy Rules 6004(h).

The Purchasers can be reached at:

          Josh Jorde and Tracie Cullum
          713 S. Adams St.
          Hugoton, KS 67951

A copy of the Purchase Agreement attached to the Motion is
available for free at:

    http://bankrupt.com/misc/Abengoa_Bioenergy_638_Sales.pdf

                    About Abengoa Bioenergy US

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

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

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

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

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

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


AFFINITY GAMING: S&P Lowers CCR to 'B', Off CreditWatch
-------------------------------------------------------
S&P Global Ratings said it lowered its corporate credit rating on
Las Vegas-based Affinity Gaming to 'B' from 'B+'.  The outlook is
stable.

At the same time, S&P lowered its issue-level rating on the
company's first-lien credit facility to 'B+' from 'BB-'.  The
recovery rating on the first-lien facility remains '2', reflecting
S&P's expectation for substantial recovery (70% to 90%; lower half
of the range) for lenders in the event of a payment default.

S&P removed all ratings from CreditWatch, where it had placed them
with negative implications on Aug. 24, 2016.

In addition, S&P assigned a 'CCC+' issue-level rating and '6'
recovery rating to Affinity's proposed $95 million second-lien term
loan facility due 2024.  The '6' recovery rating reflects S&P's
expectation for negligible recovery (0 to 10%) for lenders in the
event of a payment default.

Affinity plans to use proceeds from the proposed debt issuance and
a modest draw on its $75 million revolver, along with excess cash
on hand and an equity contribution from the new owner, Z Capital,
to finance the buyout of the remaining equity that Z Capital does
not already own and to pay transaction fees and expenses.

"The downgrade reflects our expectation that lease-adjusted
leverage will deteriorate to around 6x in 2016 as a result of the
incremental debt that Affinity is incurring to fund Z Capital's
buyout of the company," said S&P Global Ratings credit analyst
Stephen Pagano.

While S&P anticipates the company will continue to improve its
operations and grow its EBITDA through cost rationalization at the
company, helping to improve leverage to the mid- to high-5x area by
2017, the downgrade also reflects a change in S&P's assessment of
Affinity's financial policy because it will now be controlled by a
financial sponsor and is demonstrating a willingness to sustain
leverage above 5x for a prolonged period of time under its new
ownership structure.  Despite the expected improvement in leverage
in 2017, S&P's revised FS-6 financial policy assessment
incorporates the risk that Z Capital could increase leverage in
future periods to fund distributions, acquisitions, or development
spending over time keeping leverage in the 5x area over the longer
term.

The stable outlook reflects S&P's expectation that, despite a spike
in leverage to around 6x in 2016 after the debt-funded acquisition
by Z Capital, Affinity will continue to improve its operations and
grow its EBITDA through rationalizing the cost structure, such that
lease-adjusted leverage will improve to the mid- to high-5x area in
2017.


AMERICAN CARESOURCE: Working Capital Raises Going Concern Doubt
---------------------------------------------------------------
American CareSource Holdings, Inc., filed its quarterly report on
Form 10-Q, disclosing a net loss of $1.62 million on $4.29 million
of total net revenues for the three months ended June 30, 2016,
compared with a net loss of $3.34 million on $2.35 million of total
net revenues for the same period in the prior year.

The Company's balance sheet at June 30, 2016, showed $19.14 million
in total assets, $23.94 million in total liabilities, and a
stockholders' deficit of $4.80 million.

The Company had negative working capital of $14.6 million at June
30, 2016, compared to negative working capital of $13.2 million at
December 31, 2015.  The decrease in working capital was primarily
due to a $2.3 million decrease in cash used to fund losses, a $0.6
million increase in notes receivable due to the sale of its
Virginia locations, a $0.6 million decrease in accrued liabilities,
and a $0.5 million decrease in liabilities of assets held for sale.
The Company expects to incur additional operating losses unless
they acquire or develop sufficient centers to generate positive
operating income.

There is a substantial doubt as to the Company's ability to
continue as a going concern.  The Company expects to need
additional capital during 2016 to fund anticipated operating
losses, to satisfy its debt obligations as they become due and to
continue to improve the operating performance of the Company's
urgent and primary care business; however, there are no assurances
it will be able to secure this capital at terms acceptable to the
Company or at all.  The Company may seek to raise such capital
through the sale of assets or through one or more public or private
equity offerings, debt financing, borrowings or a combination
thereof.  However, The Company currently have no plans to conduct
equity offerings to raise capital.  The Company may be required to
reduce its operations, including further reductions in headcount,
and sell assets.  However, the company may be unable to sell assets
or undertake other actions to meet its operational needs.  As a
result, the Company may be unable to pay its ordinary expenses,
including its debt service, on a timely basis, and it may therefore
determine to exit the urgent and primary care business.

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

American CareSource Holdings, Inc., is a provider of urgent and
primary care services based in Atlanta.  The Company currently owns
and operates 13 urgent and primary care centers in the east and
southeastern United States.



AMERICAN POWER: M. Steenwyk Reports 40.7% Stake as of Sept. 6
-------------------------------------------------------------
Matthew van Steenwyk disclosed in an amended Schedule 13D filed
with the Securities and Exchange Commission that as of Sept. 6,
2016, he beneficially owned 74,895,498 shares of common stock, par
value $0.01 per share, of American Power Group Corporation
representing 40.7 percent of the shares outstanding.

Betty van Steenwyk may be deemed to beneficially own 1,000 shares
of Common Stock, comprising less than 0.1% of outstanding shares of
Common Stock, and has shared voting and sole dispositive power with
respect to said 1,000 shares of Common Stock.

Arrow, LLC may be deemed to beneficially own (i) 56,614,683 shares
of Common Stock (16,766,159 shares of which Arrow has the right to
acquire), comprising 30.7% of outstanding shares of Common Stock,
(ii) 15 shares of Series D Preferred Stock, comprising 68.2% of
outstanding shares of Series D Preferred Stock, and may be deemed
to have shared voting and dispositive power with respect to all
shares which it is deemed to beneficially own.

The Matthew Donald Van Steenwyk GST Trust may be deemed to
beneficially own 4,782,318 shares of Common Stock (2,391,159 of
which the Trust has the right to acquire) comprising 2.5% of
outstanding shares of Common Stock.

On July 5, 2016, the Company entered into a Securities Purchase
Agreement pursuant to which the Company could raise up to
$1,500,000 through the offer and sale of shares of Common Stock and
Common Stock warrants.  Pursuant to such Securities Purchase
Agreement, the Trust made a $150,000 cash investment on September
6, 2016, for which it received 625,000 shares of Common Stock based
upon a price of $0.24 per share and warrants to acquire an
additional 625,000 shares of Common Stock.

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

                    https://is.gd/RT4pro

                 About American Power Group

American Power Group's alternative energy subsidiary, American
Power Group, Inc., provides a cost-effective patented Turbocharged
Natural Gas conversion technology for vehicular, stationary and
off-road mobile diesel engines.  American Power Group's dual fuel
technology is a unique non-invasive energy enhancement system that
converts existing diesel engines into more efficient and
environmentally friendly engines that have the flexibility to run
on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and
compressed natural gas; (3) diesel fuel and pipeline or well-head
gas; and (4) diesel fuel and bio-methane, with the flexibility to
return to 100 percent diesel fuel operation at any time.  The
proprietary technology seamlessly displaces up to 80% of the
normal diesel fuel consumption with the average displacement
ranging from 40 percent to 65 percent.  The energized fuel balance
is maintained with a proprietary read-only electronic controller
system ensuring the engines operate at original equipment
manufacturers' specified temperatures and pressures.  Installation
on a wide variety of engine models and end-market applications
require no engine modifications unlike the more expensive invasive
fuel-injected systems in the market.  See
http://www.americanpowergroupinc.com/   

As of June 30, 2016, American Power had $10.23 million in total
assets, $9.62 million in total liabilities and $610,000 in total
stockholders' equity.

American Power reported a net loss available to common stockholders
of $1.04 million on $2.95 million of net sales for the year ended
Sept. 30, 2015, compared to a net loss available to common
stockholders of $920,066 on $6.28 million of net sales for the year
ended Sept. 30, 2014.


AMERICAN SUNBELT: Hires FBM as Property Manager
-----------------------------------------------
American Sunbelt Enterprises, Inc. seeks authorization from the
U.S. Bankruptcy Court for the Northern District of Texas to employ
FBM Management as property manager and leasing agent.

The Debtor owns real property located in Texas at 1704 Arlington
Circle, Corsicana, TX 75110, 1307 W. Collin, Corsicana, TX 75110,
1713 Arlington Circle, Corsicana, TX 75110, 319 Mamie Ave.,
Corsicana, TX 75110, 2400 Dobbins Circle, Corsicana, TX 75110 and
613 W. 9th Ave., Corsicana, TX 75110.

The Debtor requires FBM to:

   (a) manage and maintain any and all improvements for the Rental

       Properties;

   (b) act as exclusive agent for renting vacant units of the
       Rental Properties and for renewing any lease at the Rental
       Properties as the need may arise. FBM shall execute such
       leases on behalf of the Debtor in accordance with
       guidelines mutually accepted by Debtor and FBM;

   (c) use due diligence in collection on rents and deposits from
       residents and other receivables as they become due;

   (d) enforce all lease provisions and ordinances against tenants

       when such steps are required, with all expenses so incurred

       to be an expense of the Rental Properties;

   (e) contract on the most favorable terms possible, while
       considering quality and service to be provided, for
       supplies, materials, alterations and repairs as may be
       required for the Rental Properties as long as these
       contracts are within the ordinary course of business of the

       Debtor;

   (f) contract on behalf of Debtor for electricity, gas,
       telephone, window cleaning and other services, or such
       service as FBM may deem advisable;

   (g) FBM shall deposit into the Debtor in Possession account all

       income received from the Rental Properties and shall keep
       accurate accounts of financial transactions involved in the

       management of the Rental Properties;

   (h) FBM shall pay the monthly loan payment on the Rental
       Properties as authorized by the Bankruptcy Court and shall  

       provide Debtor with adequate proof of said payments on a
       monthly basis;

   (i) the extent funds are available, FBM shall on an ongoing
       basis, improve, upgrade, repair, and maintain the Rental
       Properties in a prudent and business-like manner; and

   (j) keep and maintain a rent roll of the Rental Properties,
       prepare profit and loss statements on an ongoing basis and
       provide copies of the same to Debtor monthly.

Prior to the bankruptcy filing, the Debtor entered into an
agreement with FBM Management to manage the Rental Properties for a
management fee in the amount of 8% of the gross monthly rents
collected that month for the term of the management agreement.
Additionally, FBM receives a new tenant fee of 100% of one
month’s rent and a flat fee of $125 for new rentals and leasing
renewals.

Melissa Smith, a listing broker and property manager for FBM,
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.

FBM can be reached at:

       Melissa Smith
       FBM PROPERTY MANAGEMENT
       1905 W. Ennis Ave. Suite 204
       Ennis, TX 75119
       Tel: (972) 878-7368

                      About American Sunbelt

American Sunbelt Enterprises, Inc. filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Tex. Case No. 16-33151) on August 5, 2016.

The Hon. Barbara J. Houser presides over the case.  The Law Office
of Areya Holder, P.C. represents the Debtor as counsel.  In its
petition, the Debtor estimated $1 million to $10 million in assets
and $100,000 to $500 million in liabilities. The petition was
signed by David Watson, president.


AMERICAN SUNBELT: Hires Keller Williams as Broker
-------------------------------------------------
American Sunbelt Enterprises, Inc. seeks authorization from the
U.S. Bankruptcy Court for the Northern District of Texas to employ
Cheryl Blanton of Keller Williams Arlington ("KWA") as broker.

The Debtor owns real property located in Texas at 1704 Arlington
Circle, Corsicana, TX 75110, 1307 W. Collin, Corsicana, TX 75110,
1713 Arlington Circle, Corsicana, TX 75110, 319 Mamie Ave.,
Corsicana, TX 75110, 2400 Dobbins Circle, Corsicana, TX 75110 and
613 W. 9th Ave., Corsicana, TX 75110.

The Debtor proposes to hire KWA as broker to procure and submit to
the Debtor offers to purchase the Rental Properties in Navarro
County, Texas.

KWA will receive a commission of 6% of the gross purchase price of
the Rental Properties.

Cheryl Blanton, a listing broker for KWA, 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.

KWA can be reached at:

       Cheryl Blanton
       KELLER WILLIAMS ARLINGTON
       1301 S Bowen Rd #125a
       Arlington, TX 76013
       Tel: (817) 795-2500

                      About American Sunbelt

American Sunbelt Enterprises, Inc. filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Tex. Case No. 16-33151) on August 5, 2016.
The Hon. Barbara J. Houser presides over the case.  The Law Office
of Areya Holder, P.C. represents the Debtor as counsel.  In its
petition, the Debtor estimated $1 million to $10 million in assets
and $100,000 to $500 million in liabilities. The petition was
signed by David Watson, president.


AUSTIN HOUSE: Seeks to Hire Khan Arndt & Associates as Accountant
-----------------------------------------------------------------
The Austin House Property, LLC, seeks permission from the U.S.
Bankruptcy Court for the Middle District of Florida to employ Khan,
Arndt & Associates, PA, as accountant for the Debtor.

As Accountant, Khan Arndt will:

   a. prepare and file tax returns and tax research;

   b. perform normal accounting and other accounting services as
      required by the Debtor; and

   c. prepare court ordered reports, including the United States
      Trustee Reports (i.e., individual Operating Reports and
      corporate Periodic Reports).

The Debtor proposes to compensate the Accountant as follows:

   -- an (i) hourly rate of $125.00 for services rendered; (ii)
      plus out of pocket costs such as computer charges, copies
      and postage for the accounting services;

   -- Accountant will file interim applications for approval of
      compensation with the Court;

   -- no additional fees will be paid until applied for and an
      order entered authorizing the payments by this Court; and

   -- the fees are subject to review by the Bankruptcy Court and
      may be refundable if determined to be unreasonable by the
      Court.

The Accountant will accept no payment from the Debtor, absent
application and approval by the Court, and agrees that in the event
it receives any funds for services rendered to or for the benefit
of the Debtor from sources other than the Debtor, or any other
party other than the Debtor, it will promptly disclose said payment
to the Court.

According to the Application, the Accountant neither represents nor
holds any interest adverse to the Debtor, as Debtor-In-Possession,
to its bankruptcy estate, or to the Debtor's creditors in the
matters upon which it is to be engaged.

The Firm can be reached at:

          Khan, Arndt & Associates, PA
          701 94th Ave. N, Suite 120
          St. Petersburg, FL 33702
          Telephone: (727) 548-4400
          Web site: http://khanarndt.com/

The Austin House Property, LLC, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-01443) on
February 24, 2016. The Debtor is represented by Buddy D. Ford,
Esq., at Buddy D. Ford, PA.



AZIZ PETROLEUM: Plan Outline Amended to Add Potential Recoveries
----------------------------------------------------------------
Aziz Petroleum, Inc., on August 19 filed with the U.S. Bankruptcy
Court for the Southern District of Florida an amendment to the
Debtor's amended disclosure statement dated Aug. 12, 2016.

As reported by the Troubled Company Reporter, the Debtor's Aug. 12
amended disclosure statement proposes to distribute to unsecured
creditors holding allowed claims 100% of the amount of the allowed
claims at confirmation.  Holders of general unsecured claims are
impaired and will be paid over 60 months.  

A new section III. I. is added to the Disclosure Statement:

Other Potential Recoveries:

     (i) Debtor, through special counsel, Gene Reibman, Esq., is
still reviewing the potential claim for malpractice against Jesse
Dean Kluger, Esq., and the amount of damages incurred.  Special
counsel was retained pursuant to order dated May 3, 2015.  This may
result in a recovery for the estate of the Debtor.

    (ii) The real property taxes for the year 2014 and 2015 are to
be paid by the current tenant, Krome Food Store #1, Inc.  The
tenant is expected to pay 2014 real property taxes by Sept. 30,
2016.  Further, debtor is also reviewing potential claims against
the prior tenant, Krome Food Store #1, Inc., and its principal,
Mohammed Dinaj Khan, for the failure to pay taxes for 2012 and
proportionate share of 2013 real property taxes which were paid by
the current tenant on behalf of the Debtor.  This may also result
in a recovery for the estate of the Debtor.

A copy of the August 19 Amendment is available at:

          http://bankrupt.com/misc/flsb15-30937-140.pdf

Headquartered in Homestead, Florida, Aziz Petroleum, Inc., is a
corporation formed in 2002, and has been in the business of owning
real estate on which a gas station and convenience store is
operated.  The real estate is leased to an affiliated third party.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Fla., Case No. 15-30937) on Nov. 30, 2015.  The Debtor, in its
Petition, estimated its assets and liabilities at up to $50,000
each.  The Debtor is represented by Lenard H. Gorman, Esq.


BELIEVER'S BIBLE: Submits Amended Cash Collateral Budget
--------------------------------------------------------
Believer's Bible Christian Church, Inc., submitted to the U.S.
Bankruptcy Court for the Northern District of Georgia its amended
Budget for the use of cash collateral.

The amended budget covers the months of September 2016 through
February 17, 2017, and provides for total expenses in the amount of
$238,001.

The Debtor previously submitted a Budget covering the same period,
which provided for total expenses in the amount of $236,742.03.

A full-text copy of the Debtor's Amended Budget, dated September 9,
2016, is available at https://is.gd/1KjzAG

          About Believer's Bible Christian Church, Inc.

Believer's Bible Christian Church, Inc. filed a chapter 11 petition
(Bankr. N.D. Ga. Case No. 08-61958) on Feb. 4, 2008.  The Debtor is
represented by Paul Reece Marr, Esq., at Paul Reece Marr, P.C.  The
case is assigned to Judge Joyce Bihary.  The Debtor estimated
assets and debts at $1 million to $10 million at the time of the
filing.


C&D PRODUCE: Taps Treasury Property as Business Broker
------------------------------------------------------
C&D Produce Outlet, Inc. and C&D Produce Outlet-South, Inc. seek
authorization from the U.S. Bankruptcy Court for the Southern
District of Florida to employ Luban Quiceno of Treasure Property
Group, LLC as real estate and business broker, nunc pro tunc to
April 21, 2016.

The Debtors are exploring a sale of the real property and/or
business operations of both C&D Produce Outlet-South, Inc., located
at 3133 Lake Worth Road, Lake Worth, Florida and/or C&D Produce,
Inc., located at 8195 North Military Trail, Palm Beach Gardens,
Florida.

The broker will be paid 6% of the sales price for the real property
and 10% of the sales price for the Businesses.

Luban Quiceno, realtor and business broker with Treasure Property,
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.

Treasure Property can be reached at:

       Luban Quiceno
       TREASURE PROPERTY GROUP, LLC
       8401 Lake Worth Road, Suite 208
       Lake Worth, FL 33467
       Tel: (561) 352-4619
       E-mail: luban@realtortg.com

                 About C & D Produce Outlet

C & D Produce Outlet, Inc., and C & D Produce Outlet - South, Inc.,
filed separate chapter 11 petitions (Bankr. S.D. Fla. Case Nos.
16-15760 and 16-15764) on April 21, 2016.  The Debtors are
represented by Craig I. Kelley, Esq., at Kelley & Fulton, P.L., in
West Palm Beach, Fla.  At the time of the filing, the Debtors
estimated their assets and debts at less than $1 million.


CAESARS ENTERTAINMENT: Inks CIE Proceeds & Proceeds Agreement
-------------------------------------------------------------
Caesars Entertainment Corporation, Caesars Acquisition Company,
Caesars Interactive Entertainment, Inc., an indirect subsidiary of
CAC, and Caesars Entertainment Operating Company, Inc., a majority
owned subsidiary of CEC, entered into the CIE Proceeds and
Reservation of Rights Agreement on Sept. 9, 2016, as disclosed in a
regulatory filing with the Securities and Exchange Commission.

The CIE Proceeds Agreement was executed in connection with (i) the
Amended and Restated Restructuring Support Agreement, dated as of
July 9, 2016, entered into by and between CEOC and CAC, (ii) the
Amended and Restated Restructuring Support, Settlement and
Contribution Agreement, dated as of July 9, 2016, entered into by
and between CEOC and CEC and (iii) the Stock Purchase Agreement,
dated as of July 30, 2016, entered into by and among CIE, Alpha
Frontier Limited and, solely for the purposes set forth therein,
Caesars Growth Partners, LLC and CIE Growth, LLC.  The Caesars RSAs
and the Purchase Agreement provided, among other things, for
parameters regarding the use of the proceeds to be received by CIE
pursuant to the Purchase Agreement.

Pursuant to the CIE Proceeds Agreement, CIE agreed to, prior to the
closing of the transactions contemplated by the Purchase Agreement
enter into an escrow agreement, under which CIE has agreed to
deposit into an escrow account the CIE Proceeds in excess of the
sum of certain amounts used for the payment of transaction expenses
related to the SPA Closing, distribution to minority shareholders
or equity holders of CIE related to the repurchase of CIE equity
interests held by such holders and certain tax payments.

The CIE Proceeds Agreement provides that funds in the CIE Escrow
Account may only be released (i) pursuant to terms set forth in the
CIE Proceeds Agreement and the Escrow Agreement, (ii) with the
joint written consent of CIE and CEOC or (iii) pursuant to an order
of a court of competent jurisdiction.  CIE or CEOC may, as
applicable and as permitted by the CIE Proceeds Agreement, request
that the funds held in the CIE Escrow Account be disbursed for
certain permitted uses, as further detailed in the CIE Proceeds
Agreement. Subject to the satisfaction of the conditions set forth
in the CIE Proceeds Agreement, the escrow agent under the Escrow
Agreement will be required to disburse the funds within a certain
period of time, for so long as the other party has not objected to
such disbursement; provided, that any payments to CEC and CEOC from
the CIE Escrow Account will only be made at least 60 days after the
SPA Closing after satisfaction of additional conditions described
in the CIE Proceeds Agreement.  The possible objections to a
disbursement are limited to not complying with the conditions set
forth in the CIE Proceeds Agreement or not agreeing to the
calculations of the amounts to be disbursed.

The parties agreed that neither the CIE Proceeds Agreement nor the
consummation of the transactions contemplated by the Purchase
Agreement restricts in any way any rights the parties may have with
respect to certain net operating losses and other tax attributes
generated by CEOC and its subsidiaries, on the terms and conditions
set forth in the CIE Proceeds Agreement.  In addition, CIE has
agreed to obtain the prior written consent of CEOC to amend or
waive any provision from the Purchase Agreement that would, or
would reasonably expect to, reduce the CIE Proceeds.  The CIE
Proceeds that have not been distributed for permitted uses will
remain in the CIE Escrow Account until the occurrence of certain
bankruptcy release events, as further detailed in the CIE Proceeds
Agreement.

Pursuant to the Amended and Restated Agreement and Plan of Merger,
dated as of July 9, 2016, between CEC and CAC, among other things,
CAC will merge with and into CEC, with CEC as the surviving
company.  In connection with the Merger, CEC and CAC will file with
the Securities and Exchange Commission a Registration Statement on
Form S-4 that will include a joint proxy statement/prospectus, as
well as other relevant documents concerning the proposed
transaction.

                  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).


CALLON PETROLEUM: Moody's Assigns 'B2' Corp. Family Rating
----------------------------------------------------------
Moody's Investors Service assigned ratings to Callon Petroleum
Company, including a B2 Corporate Family Rating (CFR), a B2-PD
Probability of Default rating and a B3 rating to its proposed
offering of $350 million of senior unsecured notes due 2024.
Moody's also assigned an SGL-2 Speculative Grade Liquidity Rating.
The rating outlook is stable.

The proceeds from the proposed notes offering will be used to repay
the company's existing second lien term loan and outstanding
borrowings on the company's revolving credit facility.  "Through a
series of transactions primarily funded through equity since 2014,
Callon has assembled a solid acreage position in the low-cost,
oil-weighted, Midland Basin," said RJ Cruz, Moody's Vice President
-- Senior Analyst.  "This acreage position provides substantial
opportunities for the company to grow its production and reserves,
however, the future development of this acreage position will
require significant capital and Moody's expects that Callon will
outspend cash flow through 2018 in its quest for growth."

Rating Assignments:

Issuer: Callon Petroleum Company

  Corporate Family Rating, Assigned to B2

  Probability of Default Rating, Assigned B2-PD

  Speculative Grade Liquidity Rating, Assigned SGL-2

  $350 Million Senior Unsecured Notes due in 2024, Assigned
  B3 (LGD 5)

Outlook Actions:
  Outlook, Changed To Stable From Rating Withdrawn

                         RATINGS RATIONALE

Callon Petroleum Company's B2 CFR reflects the limited scale of
Callon's upstream operations, its narrow geographic focus, and the
company's high level of capital spending that will produce negative
free cash flow through 2018.  The rating also reflects Moody's
expectation that the majority of the company's organic growth
through 2018 will be partially debt-financed on the company's
revolving credit facility.  The B2 rating is supported by the
company's growing Permian Basin focused and low cost E&P
operations, oil-weighted production platform (~80% of reserves),
and the company's high degree of operational control (substantially
all of its acreage).  The rating also reflects management's track
record of using equity to fund acquisitions. Moody's believes that
Callon's high quality asset base and relatively low debt leverage
should allow the company to remain viable and competitive in the
Permian as oil price begins to recover.

In accordance with Moody's Loss Given Default (LGD) methodology,
Callon's senior unsecured notes are rated B3, one notch below the
B2 CFR because of the priority ranking of the company's secured
revolver.

Callon's speculative grade liquidity rating of SGL-2 reflects good
liquidity through 2017.  Pro forma for the company's debt issue, we
expect it to have full availability under its $385 million
revolving credit facility, which matures in March 2019.  Given the
company's growing asset base Moody's expects that Callon will
maintain its current borrowing base during its fall 2016
redetermination.  The revolving credit facility is governed by two
financial covenants: a current ratio (1.0x) and a leverage ratio
(debt/EBITDAX of 4.0x), both of which should be easily complied
with through 2017.  While Moody's does not expect the company to
sell any assets in the near future, should the company require
alternative liquidity it could sell assets at fair market values
given the prime location of its acreage.

The stable outlook reflects Callon's growing, low cost production.
Callon's rating could be upgraded if it can increase production
above 30,000 boe per day while maintaining retained cash flow to
debt above 30%.  A downgrade would be considered if Callon's
retained cash flow to debt falls below 10% or if production falls
from current levels.  Accelerated capital spending leading to
weaker liquidity could also prompt a downgrade as could the use of
debt to fund material acquisitions.

The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011.

Callon Petroleum Company is a Natchez, MS-based exploration and
production company with a primary focus in the Permian Basin in
West Texas.  The company was founded in 1950, but entered the
Permian Basin in 2009, and became a pure-play Permian operator in
Q4 2013 after divesting the remainder of its offshore Gulf of
Mexico properties.  Pro forma for the company's recent
acquisitions, daily production in the second quarter of 2016 was
approximately 15,750 Boe/d and its current surface acreage position
in the Permian is approximately 40,000 acres.  Proved reserves were
54.3 MMboe as of year-end 2015.


CAMINO AGAVE: Seeks Authorization to Use Cash Collateral
--------------------------------------------------------
Camino Agave, Inc., asks the U.S. Bankruptcy Court for the Western
District of Texas for authorization to use cash collateral.

The Debtor contends that it requires the immediate payment of
vendors, suppliers, employees and contractors.  The Debtor further
contends that if it cannot pay trade creditors with available cash
supply, sources will cease, orders will not be satisfied, and
critical contracts with customers will be jeopardized.  The Debtor
adds that it must immediately pay employees on a regular basis or
face a potential walk-out.

The Debtor relates that it has a total scheduled debt in the amount
of $6,000,000.  The Debtor further relates that it factored its
accounts receivable with ShaleSource Funding, LLC, the proceeds of
which, constitute cash collateral.

The Debtor tells the Court that the Internal Revenue Service had
filed a tax lien for unpaid 1120 taxes for 2014, plus civil
penalties of $170,971.  The Debtor further tells the Court that it
is at a loss to explain the IRS lien claim given that its tax
liability for 2014 was approximately $3,278,461, and was paid in
full.

The Debtor says that the IRS agreed to the use of cash collateral
as long as the IRS is granted, among others, a replacement lien on
all inventory and accounts receivables acquired by the Debtor since
the Petition Date, and the ratification and confirmation of the
IRS' lien on the Debtor's inventory, accounts and fixtures
perfected by the IRS prior to the Petition Date.

The Debtor relates that it is willing to grant the IRS with the
replacement lien and proposes make monthly adequate protection
payments to the IRS in the amount of $3,500, beginning on October
15, 2016.

The Debtor's proposed Cash Flow Projection covers a two-week
period, beginning with the week beginning September 5, 2016 and
ending with the week beginning September 12, 2016.  The Projection
provides for total disbursements in the amount of $566,800 for the
week beginning September 5, 2016, and $262,500 for the week
beginning September 12, 2016.

A full-text copy of the Debtor's Motion, dated Sept. 7, 2016, is
available at https://is.gd/6CgBSm

Camino Agave, Inc., is represented by:

          Dean W. Greer, Esq.
          2929 Mossrock, Suite 117
          San Antonio, TX 78230
          Telephone: (210) 342-7100

                            About Camino Agave, Inc.

Camino Agave, Inc. filed a chapter 11 petition (Bankr. W.D. Tex.
Case No. 16-52063) on September 7, 2016.  The Debtor is represented
by Dean W. Greer, Esq.              

The Debtor is an oil field construction business.  It maintains
offices in Cotulla Floresville; Kennedy: and Pecos, Texas.  The
Debtor installs infrastructure for drilling before and after the
rig.  It provides for the installation of the roads, pads, reserve
pits, and fraq ponds.  After a rig leaves the location it provides
waste management services and transportation of the drill cuttings
and other waste.  The Debtor installs pipelines and well head
facilities production equipment.  It has been operating for more
than 16 years.



CARLMAC-MCKINNONS: Has Until October 5 to File Plan
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
extended Carlmac-McKinnon's, Inc.'s exclusivity period to file a
Plan of Reorganization to October 5, 2016.

The Debtor had previously asked the Court to extend its exclusive
period to file its Plan of Reorganization from September 16, 2016
to January 16, 2017.  The Debtor told the Court that it had
accepted an offer for the sale of its business and is finalizing
the Asset Purchase Agreement, with the expectation that a sale can
be consummated by November 30, 2016.  The Debtor believed that it
was more likely than not that the Court would confirm a Plan within
a reasonable period of time which provides for a sale of the
business as a going concern.

A hearing on the Debtor's Motion is scheduled for October 5, 2016
at 10:00 a.m.  The deadline for the filing of objections to the
Debtor's Motion is set for October 3, 2016.

                    About Carlmac-McKinnon's, Inc.

Carlmac-McKinnon's, Inc., owns and operates a retail meat market
and grocery store located in Somerville, Massachusetts, from which
it generates its revenues.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
Mass. Case No. 15-14530) on Nov. 23, 2015.  The petition was signed
by Clementino Palmariello, president, director, and shareholder.
Nina M. Parker, Esq., at Parker & Associates serves as the Debtor's
bankruptcy counsel.  The Debtor estimated assets at $50,001 to
$100,000 and liabilities at $500,001 to $1 million at the time of
the filing.



CARVER BANCORP: KPMG Raises Going Concern Doubt on Debt Payments
----------------------------------------------------------------
Carver Bancorp, Inc., filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$170,000 on $26.91 million of total interest income for the year
ended March 31, 2016, compared to a net loss of $468,982 on $22.33
million of total interest income in 2015.

KPMG LLP states that the Company has deferred interest payments on
its junior subordinated debentures through March 31, 2016.  Under
the terms of the debentures, the Company may defer payments for up
to twenty consecutive quarters without creating an event of
default.  Payment for the twentieth quarterly interest deferral
period is due in September 2016 and is subject to approval by the
Company's banking regulator.  The ability of the Company to meet
its debt service obligations raises substantial doubt about its
ability to continue as a going concern.

As of May 31, 2016, the Company had $741.73 million in total
assets, $687.51 million in total liabilities and a total
stockholders' equity of $54.21 million.

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

                      https://is.gd/mYzJGf

                    About Carver Bancorp, Inc.

Carver Bancorp, Inc., -- http://www.carverbank.com/--
(Nasdaq:CARV) Carver Bancorp, Inc. is the holding company for
Carver Federal Savings Bank (Carver Federal or the Bank), a
federally chartered savings bank.  The Company conducts business as
a unitary savings and loan holding company, and the business of the
Company consists of the operation of its wholly owned subsidiary,
Carver Federal. Carver Federal serves African-American communities
whose residents, businesses and institutions had limited access to
mainstream financial services.  It provides deposit products, such
as demand, savings and time deposits for consumers, businesses, and
governmental and quasi-governmental agencies in its market area
within New York City.



CAT CONNECTION: Unsecured Creditors to Get 5% Under Ch. 11 Plan
---------------------------------------------------------------
CAT Connection LLC filed with the U.S. Bankruptcy Court for the
District of Arizona a Chapter 11 Plan of Reorganization and
disclosure statement dated August 31, 2016, a full-text copy of
which is available at http://bankrupt.com/misc/15-15217-107.pdf

Class 5 - General Unsecured Claims will be paid 5% of their allowed
claim amount, pro-rata, with no interest, in a lump sum payment 365
days after the effective date of the plan.  The total of this
payment will be $10,293.

The Debtor's Plan will be funded by its cash on hand, and its
regular cash flow.  The Debtor's owner and manager, Robert Baker,
Jr., will act as the Disbursing Agent under the Plan.

                   About CAT Connection LLC

CAT Connection LLC, in the business of manufacturing and selling
pet products, filed a chapter 11 petition (Bankr. D. Ariz. Case No.
15-15217) on Nov. 30, 2015.  The petition was signed by Robert
Baker, Jr., owner.  The Debtor is represented by Harold E.
Campbell, Esq., at Campbell & Coombs, P.C.  The Debtor estimated
assets at $100,001 to $500,000 and liabilities at $500,001 to $1
million at the time of the filing.


CITICARE INC: Selling Manhattan Assets to Urban for $4M
-------------------------------------------------------
Citicare, Inc., asks the U.S. Bankruptcy Court for the Southern
District of New York to authorize the sale of assets to Urban
Health Plan, Inc., for up to $4,000,000.

The amended Motion is filed as an alternative to the Debtor's
Second Amended Chapter 11 Plan.

The Debtor is a New York Corporation providing comprehensive
primary and specialty care to medically underserved communities.
The Debtor operates from its premises located at 154 West 127th
Street in the borough of Manhattan, City of New York ("Premises").
The facility has provided services to 5,500 unique patients and
generated 25,000 visits in the year ending Dec. 31, 2014.

The Debtor experienced financial difficulty as a result of certain
tax disputes and difficulty obtaining financing for a critical
expansion planned for the premises.  The Debtor's need to seek
relief was specifically necessitated by a levy placed by the
Internal Revenue Service on the Debtor's bank accounts.
Additionally, the New York Department of Health ("NYDOH")
determined that it was owed approximately $955,000 due to
retroactive rate adjustments covering February 2010 to February
2013 and, as a result, withheld the amount in installments from
both pre ($582,000) and post-bankruptcy ($326,000) reimbursement
payments until the matter was resolved.  The withholding of the
retroactive adjustments from the current payments by the NYDOH has
had an adverse effect on the Debtor's business both pre and
post-bankruptcy.  The failure of the Debtor's business would
adversely affect the medically-underserved community (5,500 unique
patients generating 25,000 visits) in which many residents rely
upon the Debtor as their primary source for medical care.

Through extensive efforts, the Debtor's management also has located
a purchaser for the assets, Urban, which will continue to operate
and serve the community under new management.  The proposed new
owners of the Debtor's assets also will provide a guaranteed cash
infusion of up to $1 million, and up to $3 million, to fund
necessary payments under the Debtor's Chapter 11 Plan of
Reorganization submitted contemporaneously with the Sale Motion.
Further, while the Debtor is highly confident that Urban will
obtain the necessary approvals, it is highly doubtful whether
another purchaser could be found in any timely manner that would
qualify for the necessary approvals.  As such, the license is not
readily obtainable by a new purchaser.

A copy of the Asset Purchase Agreement ("APA") attached to the
Motion is available for free at:

       http://bankrupt.com/misc/Citicare_Inc_223_Sales.pdf

The significant terms of the APA are:

    i. Assets: (a) The leased Premises; (b) the equipment,
inventory, intellectual property and other personalty owned by the
Seller and located at the leased Premises including the all of the
furniture, fixtures and fixed equipment, materials, supplies and
inventory located at the leased Premises (or in transit and being
delivered to the leased Premises) (and including contract
deposits), owned by Seller and currently used or usable in the
operation of its business; (c) to the extent assignable, all of the
Seller's right, title and interest in and to such contracts and
agreements ("Contracts"); (d) all customer, client, patient and
medical records, to the extent assignable (and to the extent not
assignable, the Seller will continue to provide to Purchaser access
to such patient and medical records) subject to appropriate privacy
and confidentiality restrictions under federal and state applicable
HIPAA and similar medical privacy laws, and in accordance with the
Seller's Plan of Closure ("Closure Plan") as approved by the NYDOH;
(e) all employee and employment related books and records; and (f)
all operational books and records.

   ii. Purchase Price: $1 million, and up to $3 million, as reduced
by: (a) up to $800,000 of any DOH Reimbursement; and (b) any Grant
Funds.

  iii. Assignment of the Seller's Lease: Seller will assign, and
Purchaser will assume, the lease subject to the Lease Amendment.
The Landlord has agreed to accept a sum certain on account of
cure.

   iv. Sale is not subject to higher or better offers.

    v. No good faith deposit.

   vi. Closing Date: The closing will take place on the date
authorized by the Sale Order subject to the conditions to closing.

The Debtor asks the court to approve the assumption and assignment
of the Debtor's interest in its lease of non-residential real
property located at the Premises.

As provided in the APA, at the closing, from the initial sale
proceeds, the Debtor will pay the landlord up to $669,000 such as
will satisfy all necessary cure obligations and arrears owing to
the Landlord through the closing.  The allocation of funds is
necessary as the Purchaser requires delivery of the lease free of
default in any respect, in accordance with the Amendment, as a
condition to entering into this transaction.  The remaining initial
sale proceeds will be used by the Debtor in compliance with the
Bankruptcy Code and any orders of the Bankruptcy Court, including
the payment of Chapter 11 administrative obligations under any Plan
and Confirmation Order (if applicable) and any cure obligations
under the Contracts being assumed and assigned by the Debtor to the
Purchaser.  The installment proceeds will be delivered to the
Debtor or its designee to be used by the Debtor in compliance with
the Bankruptcy Code and any orders of the Bankruptcy Court.

Accordingly, the Debtor requests that an order be entered approving
and authorizing the sale of the assets pursuant to the APA.

The Debtor requests that the Court waive the 14-day stay provided
under Bankruptcy Rule 6004(h).

The Purchaser:

          Paloma Izquierdo-Hernandez, CEO
          URBAN HEALTH PLAN, INC
          1065 Southern Boulevard
          Bronx, NY 10459

The Purchaser is represented by:

          Paul J. Acinapura, Esq.
          BROOKLYN LEGAL SERVICES CORP.
          260 Broadway, Suite 2
          Brooklyn, NY 11211

               - and -

          Allen G. Kadish, Esq.
          DICONZA TRAURIG KADISH LLP
          630 Third Avenue
          New York, NY 10017

                       About Citicare, Inc.

Citicare, Inc., is a New York Corporation providing comprehensive
primary and specialty care to medically underserved communities.
It
operates from its premises  located at 154 West 127th Street in
The borough of Manhattan, City of New York.  The company's health
care facility provided services to 5,500 unique patients and
generated 25,000 visits in the year ending Dec. 31, 2014.

Citicare filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y.
Case No. 13-11902) on June 9, 2013.  The petition was signed by
Silva Umukoro, the president.  The Debtor estimated assets of
$500,000 to $1 million and debts of $1 million to $10 million.

The Debtor is represented by Gabriel Del Virginia, Esq., at the
Law
Offices Of Gabriel Del Virginia, in New York.

As the Debtor is in the healthcare business, on Sept. 12, 2013 a
patient care ombudsman was appointed under Section 333(a)(1) of
the
Bankruptcy Code.

No trustee or examiner has been appointed in the case, and no
official committee of unsecured creditors has been appointed.


CITIES GRILL: Cash Collateral Use on Interim Basis OK
-----------------------------------------------------
Judge Catharine R. Aron of the U.S. Bankruptcy Court for the Middle
District of North Carolina authorized Cities Grill and Bar, Inc. to
use cash collateral on an interim basis.

CommunityOne Bank, N.A., NewBridge Bank, and GRP Funding are the
Debtor's duly scheduled creditors.  Although there was some
confusion as to which creditors have security upon the Debtor's
cash receivables, the Debtor contended that all three creditors are
entitled to adequate protection.

The payments that the Debtor was authorized to make are:

     (a) 33% of the amount listed in the Budget for food;

     (b) up to 110% of the amount listed in the schedule attached
to the Debtor's motion, to pay prepetition wages and all necessary
payroll expenses;

     (c) up to $500 for maintenance and repairs;

     (d) any necessary payments, only to the extent they come due
for insurance payments;

     (e) 33% of the amount listed for credit card charges to the
extent they are merchant fees;

     (d) reasonable and applicable bank charges related to opening
the DIP account; and

     (e) 33% of the amount listed in the Budget for non-food
supplies.

The approved September 2016 projected Budget provided for total
non-debt expenses in the amount of $123,516.66.  

Judge Aron held that no adequate protection payments will be made
by the Debtor until further order of the Court.

A full-text copy of the Order dated September 7, 2016, is available
at https://is.gd/Ivr057

                   About Cities Grill and Bar

Cities Grill and Bar, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D.N.C. Case No. 16-50876) on Aug. 25,
2016.  The petition was signed by Sammy Ballas, vice president. The
case is assigned to Judge Catharine R. Aron.  

At the time of filing, the Debtor disclosed total assets at $3.28
million and total liabilities at $3.01 million.  A copy of the
Debtor's list of two unsecured creditors is available for free at
http://bankrupt.com/misc/ncmb16-50876.pdf


CITIZENS PARKWAY: Wants Dec. 12 Solicitation Period Extension
-------------------------------------------------------------
Citizens Parkway Investments, LLC asks the U.S. Bankruptcy Court
for the Northern District of Georgia to extend its exclusive period
within which it may obtain acceptances of its Chapter 11
Reorganization Plan, from September 12, 2016 to December 12, 2016.

The Debtor relates that it has filed its Chapter 11 Reorganization
Plan and Disclosure Statement on October 8, 2015, within the 120
day period required by 11 U.S.C. Section 1121(b) without requesting
for any extension.  The Debtor further relates that it has proposed
a Plan which will pay all allowed claims 100 cents on the dollar,
and is making progress toward accomplishment of the Plan.

The Debtor contends that a likely settlement with its primary
secured lender is imminent based upon information and documentation
exchanged between the parties.  The Debtor further contends that it
seeks the extension of its exclusive period within which it can
obtain votes on its Chapter 11 Reorganization Plan, as creditors
will have a short time to vote on the Plan after necessary
amendments to the Debtor's Disclosure Statement are filed and the
Court conducts the necessary hearing regarding approval of the
Debtor's Disclosure Statement.

            About Citizens Parkway Investments, LLC.

Headquartered in Morrow, Georgia, Citizens Parkway Investments,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ga.
Case No. 15-68023) on Sept. 18, 2015, listing $1.5 million in total
assets and $686,034 in total liabilities.  The petition was signed
by James Baker, manager.

Joseph Chad Brannen, Esq., at The Brannen Firm, LLC, serves as the
Debtor's bankruptcy counsel.



CNC FABRICATION: Can Use Cash Collateral Until Sept. 29
-------------------------------------------------------
Judge Russel F. Nelms of the U.S. Bankruptcy Court for the Northern
District of Texas authorized CNC Fabrication and Maintenance Inc.
to use cash collateral on an interim basis, through Sept. 29,
2016.

The approved Operating Monthly Budget provided for total monthly
Cost of Goods Sold in the amount of $140,984, and a total Income of
$221,425.

The Debtor's lenders, including the Internal Revenue Services, were
granted valid, perfected, and enforceable new, first priority liens
and security interests upon all the Debtor's properties, upon which
the Lenders held prepetition liens and security interests, and all
their proceeds, rents, products or profits.

A full-text copy of the Order, dated Sept. 9, 2016, is available at
https://is.gd/QnUgV8

               About CNC Fabrication and Maintenance

CNC Fabrication and Maintenance Inc. filed a chapter 11 petition
(Bankr. N.D. Tex. Case No. 16-43247) on August 30, 2016.  The
petition was signed by Charles Choate, president.  The Debtor is
represented by Alice Bower, Esq., at the Law Office of Alice Bower.
The Debtor estimated assets at $0 to $50,000 and liabilities at
$500,001 to $1 million at the time of the filing.



CONCENTRA INC: Moody's Lowers Rating on 1st Lien Loans to 'B2'
--------------------------------------------------------------
Moody's Investors Service downgraded the rating on Concentra Inc.'s
first lien senior secured revolver and term loan to B2 from Ba3.
Additionally, Moody's affirmed Concentra's B2 Corporate Family
Rating and B2-PD Probability of Default Rating.  The rating outlook
is stable.

The rating actions follow the announcement that Concentra will
amend its senior secured credit facility and increase the
outstanding first lien term loan by $200 million.  The proceeds of
the incremental first lien term loan will be used to repay
Concentra's existing second lien term loan due 2023.  Moody's
expects to withdraw the rating on the second lien term loan upon
close of the transaction.

The downgrade of the rating on Concentra's first lien credit
facilities reflects the change in Moody's expectation of recovery
given the elimination of the benefit of the second lien term loan.
The second lien term loan would have absorbed loses ahead of the
first lien creditors in a bankruptcy scenario.

The affirmation of Concentra's Corporate Family Rating reflects
Moody's expectation that the company's financial leverage will be
not impacted by the amendment of the credit agreement.  While the
company will see interest cost savings associated with the
refinancing, it will also increase its amortization requirements,
thereby limiting the benefit to free cash flow.

The stable rating outlook reflects Moody's expectation that the
company will continue to see modest organic revenue and EBITDA
growth, through both increased volume and pricing, and that credit
metrics will improve over the near term.

Ratings downgraded:

  First lien senior secured revolving credit facility expiring
   2020 to B2 (LGD 3) from Ba3 (LGD 3)

  First lien senior secured term loan (including $200 million of
   proposed incremental borrowings) to B2 (LGD 3) from Ba3 (LGD 3)

Ratings affirmed:

  Corporate Family Rating at B2

  Probability of Default Rating at B2-PD

Ratings unchanged (to be withdrawn at the close of the
transaction):

  Second lien senior secured term loan at Caa1 (LGD 5)

                         RATINGS RATIONALE

Concentra's B2 Corporate Family Rating reflects Moody's expectation
that the company will continue to operate with high financial
leverage and modest free cash flow.  While Moody's expects
improvement in credit metrics, much of that improvement is reliant
on the ability to continue to effectively leverage the
administrative functions of Select Medical in managing the
Concentra operations.  Concentra is jointly owned by Select Medical
and affiliates of Welsh, Carson, Anderson & Stowe.  The rating also
reflects the benefit of the company's geographic diversification,
limiting exposure to workers compensation rules in any one state, a
diverse customer base consisting of a number of large corporations,
and limited exposure to Medicare and Medicaid programs as a source
of revenue.

The ratings could be upgraded upon the company's successful
realization of remaining synergies and related margin expansion
associated with the relationship with Select Medical. Additionally,
the company would need to sustain improvements in free cash flow
along with lower leverage, such that debt to EBITDA was expected to
be sustained below 4.5 times.

The ratings could be downgraded if the company were to increase
leverage, either through a debt financed acquisition, distribution
to its joint venture partners, or due to deterioration in company's
operations.  The ratings could also be downgraded if liquidity were
to weaken or if company's free cash flow were to become negative on
a sustained basis.  If debt to EBITDA were expected to remain above
6.0 times, the ratings could be downgraded.

Concentra is a provider of occupational and consumer healthcare
services, including workers' compensation injury care, physical
exams and drug testing for employers, and wellness and preventative
care in approximately 452 locations across the US, including
clinics at employer locations.  The company also provides
outpatient services to veterans in community based outpatient
clinics.  Concentra recognized revenue of about $1 billion in the
twelve months ended June 30, 2016.  Concentra is jointly owned by
Select Medical Corporation and affiliates of Welsh, Carson,
Anderson & Stowe.


CONSTELLATION ENTERPRISES: Seeks Exclusivity Extension Thru Jan. 11
-------------------------------------------------------------------
BankruptcyData.com reported that Constellation Enterprises filed
with the U.S. Bankruptcy Court a motion to extend by 120 days the
exclusive period during which the Company can file a Chapter 11
plan and solicit acceptances thereof through and including January
11, 2017 and March 17, 2017, respectively.  The motion explains,
"One of the Debtors' necessary steps towards exiting chapter 11 was
to gain approval of and consummate one or more sales of
substantially all of their assets.  The Debtors have, thus far,
been successful towards accomplishing that goal.  Specifically, the
Debtors conducted two successful Sales, one resulting in a
going-concern sale of three of the Debtors' operating businesses
and the other being a liquidation of Columbus' business after an
auction that generated substantial value for the Debtors' estates.
Moreover, the Debtors engaged in good faith negotiations with the
Committee and the Ad Hoc Noteholder Group, which resulted in the
Settlement and an agreement among those parties to reach consensus
on a Resolution Mechanic for the Chapter 11 Cases. Accordingly, no
one can dispute that the Debtors have made good faith progress
towards exiting chapter 11."  The Court scheduled an Oct. 6, 2016
hearing on the motion, with objections due by Sept. 27, 2016.

                About Constellation Enterprises

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

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

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

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

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

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

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

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



CONSTELLATION ENTERPRISES: Seeks Jan. 11 Plan Filing Extension
--------------------------------------------------------------
Constellation Enterprises LLC and its affiliated Debtors ask the
U.S. Bankruptcy Court for the District of Delaware to extend their
exclusive periods to file a chapter 11 plan and solicit acceptances
to the plan, through January 11, 2017 and March 13, 2017,
respectively.

The Debtors relate that the Court had already approved the sale of
substantially all of the Debtors' assets.  The Debtors further
relate that while the sale of substantially all of the assets of
the Debtors, other than Columbus Steel Castings Company, has not
yet closed.

The Debtors tell the Court that they have filed a joint motion with
the Official Committee of Unsecured Creditors, seeking the Court's
approval of a settlement between the Debtors, the Official
Committee of Unsecured Creditors, the purchaser of the assets of
the Debtors (excluding Columbus Steel Castings Company), and the ad
hoc group of unaffiliated holders of the 11.125% First Priority
Senior Secured Notes due February 1, 2018.  The Debtors further
tell the Court that a material term of the Settlement is that the
Settlement Parties will agree on the form of a Resolution Mechanic
to wind-up and conclude the Chapter 11 cases.  They add that the
Resolution Mechanic may take the form of, among other things, a
structured dismissal of the Chapter 11 cases or a Chapter 11 Plan
of Liquidation.

The Debtors contend that it is critical that the Court grant the
requested extension so that the Debtors are not distracted with the
possibility that another party may file a Chapter 11 Plan while the
Debtors' time and efforts are focused on closing the sale and the
Settlement Motion is pending and the Settlement Parties continue to
analyze possible Resolution Mechanics.

              About Constellation Enterprises, LLC.

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

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

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

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

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

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

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

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

The Official Committee of Unsecured Creditors is represented by
Christopher M. Samis, Esq., at Whiteford, Taylor & Preston LLC; and
Norman N. Kinel, Esq., and Nava Hazan, Esq., at Squire Patton Boggs
(US) LLP.



CONVERGEONE HOLDINGS: Moody's Affirms B3 CFR, Outlook Stable
------------------------------------------------------------
Moody's Investors Service affirmed ConvergeOne Holdings Corp.'s B3
Corporate Family Rating and B3-PD Probability of Default Rating.
Concurrently, Moody's assigned a B2 rating to the company's
proposed first lien term loan and revolving credit facility and a
Caa2 rating to the proposed second lien term loan.  The rating
action follows ConvergeOne's announcement of plans to refinance its
existing debt structure and return approximately $113 million of
capital to its shareholders, resulting in a moderate increase in
total leverage from current levels.  Moody's will withdraw the
existing ratings on the company's first and second lien credit
facilities upon completion of the planned financing.  The outlook
remains stable.

Moody's affirmed these ratings:

  Corporate Family Rating-B3
  Probability of Default Rating-B3-PD

Moody's assigned the following ratings:

  First Lien Senior Secured Revolving Credit Facility expiring
   2021, B2 (LGD3)
  First Lien Senior Secured Term Loan due 2023, B2 (LGD3)
  Second Lien Senior Secured Term Loan due June 2024, Caa2 (LGD5)
  Outlook is Stable

                         RATINGS RATIONALE

The B3 CFR reflects ConvergeOne's pro forma financial leverage
(Moody's adjusted) of approximately 5x trailing total debt/EBITDA
and the company's considerable revenue reliance on key vendor
relationships with Cisco Systems, Inc. and Avaya, Inc. which,
together comprise approximately 60% of total product sales.  The
ratings also take into account the risk of incremental shareholder
distributions as well as ConvergeOne's intensified pursuit of
acquisitions since 2015 to support the company's expansion and
strategic initiatives to diversify its supplier base.  However,
ConvergeOne is strongly positioned within the B3 rating category
and the uncertainties associated with the company's credit profile
are partially offset by a strong market position, long standing
relationships with a diverse base of large enterprise customers,
and a predictable revenue stream.

ConvergeOne's good liquidity position is supported by approximately
$5 million in pro forma cash on the company's balance sheet and
Moody's expectation that the company will generate free cash flow
before dividends exceeding 5% of debt on an annual basis over the
intermediate term.  ConvergeOne's liquidity is also bolstered by an
undrawn $50 million revolving credit facility.  The company's
credit facilities are expected to be subject to financial covenants
based on a maximum net leverage ratio, but pro forma covenant
leverage is projected to be meaningfully below maximum thresholds
over the next 12-18 months.

The stable outlook reflects Moody's expectation that ConvergeOne
will generate low-single digit organic revenue growth over the
intermediate term driven principally by the expansion of the
company's services business with particularly robust gains in its
managed services offering.  Moody's expects the growth prospects
for the services segment, which features profit margins that exceed
ConvergeOne's corporate averages, to drive slight improvement in
the company's profitability and modest declines in debt/EBITDA
during this period.

What Could Change the Rating - Up

The B3 CFR could be upgraded if ConvergeOne continues to diversify
its supplier base, generates solid revenue growth while maintaining
profit margins, and maintains adjusted debt to EBITDA at around
4.5x on a sustained basis.

What Could Change the Rating - Down

The ratings could be downgraded if financial leverage exceeds 6x,
liquidity deteriorates due to a decline in profitability or cash
flow, Avaya's market position materially weakens, or financial
policies become increasingly aggressive.

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

ConvergeOne is a provider of integrated communications solutions
and managed services.


CORNERSTONE TOWER: US Trustee Adds Primus Electronics to Committee
------------------------------------------------------------------
Daniel J. Casamatta, Acting U.S. Trustee for the District of
Nebraska, on Sept. 8 added Primus Electronics Corporation to the
members of Cornerstone Tower Service, Inc.'s official committee of
unsecured creditors.

The committee members now include:

     (1) IRZ Consulting LLC
         dba EZ Wireless
         Attn: Lori Rodriguez
         500 N. 1st Street
         Hermiston, OR 97838
         Tel: (541) 716-5431
         E-mail: Lori.Rodriguez@irz.com

     (2) Towerkraft Engineering, P.C.
         Attn: Steve Fehlhafer
         216 East Third Street
         Alliance, NE 69301
         Tel: (402) 646-0031
              (308) 762-5002
         E-mail: steve@towerkraft.com

     (3) Paulsen Inc.
         Attn: Scott Holbrook
         P.O. Box 17
         Cozad, NE 69130
         Tel: (308) 325-1344
         E-mail: scotth.paulsen@cozadtel.net

     (4) Primus Electronics Corporation
         Attn: Amy Mumm
         4180 E. Sand Ridge Road
         Morris, IL 60450
         Tel: (815) 267-7420
         E-mail: ar@primuselectronics.com

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

                     About Cornerstone Tower

Headquartered in Grand Island, Nebraska, Cornerstone Tower
Service,
Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Neb.
Case No. 16-40787) on May 13, 2016, estimating its assets at
between $1 million and $10 million and liabilities at between $1
billion and $10 billion.  The petition was signed by James Scheer,
president.

Judge Thomas L. Saladino presides over the case.

John C. Hahn, Esq., at Jeffrey, Hahn, Hemmerling & Zimmerman serves
as the Debtor's bankruptcy counsel.


COTIVITI CORP: S&P Affirms 'BB-' CCR & Rates 1st Lien Loans 'BB'
----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' long-term corporate credit
rating on Atlanta, GA-based Cotiviti Corp.  The outlook is stable.


At the same time, S&P assigned its 'BB' issue-level rating to the
company's proposed first-lien credit facilities (which include a
$100 million revolving facility expiring 2021, $250 million term
loan A due 2021, and $575 million term loan B due 2023).  S&P's
recovery rating on the first-lien facilities is '2', indicating its
expectation for lenders to receive substantial (70%-90%, in the
lower half of the range) recovery in the event of a default.

"The rating affirmation follows Cotiviti's announcement that it
intends to refinance its existing debt, which we believe is
leverage neutral and does not affect our view of its credit
profile," said S&P Global Ratings credit analyst Peter Deluca.

S&P's ratings reflect Cotiviti's leading position in the payment
integrity market, strong client retention of over 90%, the
contractual nature of client relationships, the increasing
complexity of the industry's payment and reimbursement processes,
and growth prospects from increasing health care spending from an
aging population.  S&P also factors in the company's improving
credit metrics, good expense management, and strong operating
margins.

Cotiviti's financial leverage improved subsequent to the IPO,
mainly from the $240 million debt prepayment.  S&P's assessment of
Cotiviti's financial risk profile also reflects S&P's view that
capital allocation decisions resulting from private equity
ownership could restrict the company from materially reducing its
financial leverage.

The stable outlook reflects S&P's expectation that Cotiviti's
operating performance will remain robust.  Over the next year, S&P
expects the company will maintain debt to EBITDA in the 3.0x-3.5x
range and at least adequate liquidity.

"We could lower our ratings if we project Cotiviti's credit metrics
to weaken considerably, including debt-to-EBITDA leverage nearing
5x or higher.  This could occur from an unexpected event such as an
IT security breach or other reputation-damaging event, unexpected
customer contract losses, mergers and acquisitions, or a change in
shareholder distributions leading to a higher debt burden.  We
estimate this could occur if EBITDA declines by approximately 25%
or debt increases by about $290 million (assuming current debt and
EBITDA)," S&P said.

S&P could raise its ratings if the influence of financial sponsor
ownership is reduced to less than 40% and debt-to-EBITDA leverage
is expected to be sustained well below 4x while liquidity stays at
least adequate.


CSC HOLDINGS: Fitch Assigns 'BB+' Senior Secured Term Loan Rating
-----------------------------------------------------------------
Fitch Ratings expects to assign the following issue ratings to debt
that will be issued at CSC Holdings, LLC [CSCH: Issuer Default
Rating (IDR) 'B+']:

   -- $2.5 billion senior secured term loan 'BB+'(EXP)/'RR1';

   -- $1.31 billion of senior guaranteed notes 'BB'(EXP)/'RR2'.

The Rating Outlook is Negative.

Proceeds from the new guaranteed notes and term loan will be used
to repay CSCH's current secured term loan, of which $3.8 billion
was outstanding as of June 30, 2016.

Fitch downgraded Cablevision Systems Corp. (CVC: IDR 'B+') and
CSCH's IDR on June 17, 2016 due to the leveraging nature of
Altice's acquisition of CVC (the transaction) for an enterprise
value of $17.7 billion, including $8.4 billion of existing debt.
Leverage following the transaction increased to 8.6x from 5.3x at
June 30, 2016, excluding anticipated cost synergies and to 7.0x
considering the realization of $450 million in cost synergies.
Fitch expects EBITDA growth through cost synergy realization will
likely be the main driver of leverage reduction. Although Altice
stated it is targeting leverage between 5x and 5.5x for both CVC
and Suddenlink (see below) on a combined basis, Fitch expects CVC
will delever only to the mid-6x range over the next 24 months.
Fitch believes CVC will meet its stated leverage target only if it
achieves the majority of Altice's anticipated synergies, which
total $1.05 billion (consisting of $900 million in cost synergies
and $150 million in capex synergies). In addition, Fitch expects
that Cablevision's free cash flow generation as a percentage of
debt will range in the low single digits during the rating
horizon.

CVC is an unrestricted subsidiary of Altice and will maintain a
separate capital structure. Transaction financing consists of $6
billion of incremental debt assumed by CSCH and $3.3 billion of
equity. Approximately 70% of the equity financing was contributed
by Altice and the remaining 30% by BC Partners and Canada Pension
Plan Investment Board. In October 2015, Altice's escrow subsidiary
(Neptune Finco Corp.) also issued an additional $2.6 billion of
debt that was subsequently assumed by CSCH, and was used to
refinance $2 billion of outstanding term loans at CSCH and $480
million of term loans at Newsday, LLC, a CSCH subsidiary. The
escrow subsidiary merged into CSCH at the close of the
transaction.

The Negative Outlook reflects uncertainty around the viability and
timing of the potential synergies to drive EBITDA growth over the
next 18 to 24 months, which will likely be the main source of
deleveraging for CVC.

The transaction represents Altice's second acquisition of a U.S.
cable operator in the last six months. In December 2015, Altice
officially entered the U.S. market after spending $9.1 billion to
acquire a 70% ownership stake in Suddenlink Communications
(Suddenlink), the seventh largest U.S. cable operator with
approximately 1.5 million subscribers.

KEY RATING DRIVERS

   -- The acquisition of CVC and Suddenlink by Altice will create
      the fourth largest MVPD operator in the U.S.;

   -- Although Altice has demonstrated its ability to achieve
      synergy targets at previous acquisitions, Fitch said, “we  

      believe there is significant execution risk given that: 1)
      Altice is a new entrant to the U.S. market, 2) Altice has
      presented sizable synergies that may be difficult to realize

      entirely, and 3)it will not have contiguous operations that
      would benefit from scale efficiencies”;

   -- Excluding synergies, leverage following the transaction
      increased to 8.6x from 5.3x at June 30, 2016.

Significant Execution Risk: Altice's ability to manage the
restructuring process and limit disruption to the company's overall
operations is key to the success of the transaction. Altice's
management anticipated $900 million of cost synergies after its
initial announcement of the transaction, but later clarified that
it expects to achieve $450 million of cost savings in the medium
term. Fitch expects CVC to achieve $450 million of its anticipated
cost synergies over a three-year period. However, Fitch believes
there is significant execution risk in achieving the remaining $450
million of the aggregate $900 million. As such, Fitch has not
incorporated any additional cost synergies into its forecast beyond
the initial $450 million.

In order to achieve its synergies, Altice will focus on eliminating
excess corporate costs and on continuing investments in CVC's
network to improve the quality of service offerings provided and
significantly reduce network and operational costs of the business.
CVC's dense network should allow the company to more quickly
extract efficiencies. Altice also believes it can eliminate excess
IT, billing system and software costs through the combination of
Cablevision and Suddenlink's operations.

Intense Competitive Environment: Video and voice subscriber
declines are largely attributed to intense competition and evolving
media consumption patterns. Verizon Communications Inc. (Verizon)
has been a source of significant competition for CVC, as Verizon's
fiber network passes a significant portion of CVC's footprint.
Additionally, CVC faces competition from Frontier Communications
Corp. (Frontier) in its Connecticut footprint and from emerging OTT
providers such as Netflix and Amazon.com, Inc.'s 'Prime'.
Promotional package offerings from Verizon and Frontier will
continue to pressure CVC's ability to maintain its current
subscriber base and ARPU growth. However, network investments by
Altice may position Cablevision to compete more effectively against
its competitors.

KEY ASSUMPTIONS

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

   -- CVC achieves $450 million of its anticipated cost synergies
      related to the acquisition over a three-year period.
      Specifically, the company realizes 67% of the $450 million
      annualized cost synergies within 18 months of the close of
      the transaction;

   -- CVC revenue growth in the low single digits, reflecting the
      maturity and high penetration rate of the company's
      services;

   -- FCF margin in the low single digits during 2016 and 2017 as
      FCF is hampered by $225 million of restructuring costs and
      higher interest expense. Margins are expected to increase to

      the mid-single digits starting in 2018 as synergies are
      fully realized.

RATING SENSITIVITIES

Future developments that may, individually or collectively, lead to
a stabilization of the rating include:

   -- Sustained reduction of leverage to below 6.5x;

   -- Clear indications that pricing and cost reduction
      initiatives are producing desired revenue growth
      acceleration and ARPU growth such that EBITDA margins
      approach the low- to-mid-30s;

   -- Cablevision demonstrating that its operating profile will
      not materially decline in the face of competition from other

      cable operators and against OTT providers in the evolving
      media landscape.

Negative ratings actions would likely coincide with:

   -- If the company does not present a credible deleveraging plan

      and leverage remains above 6.5x after an 18 - 24-month
      timeframe;

   -- The company is unable to sustain FCF margins in the mid-
      single digits;

   -- EBITDA margins remain weak compared to peer group or as a
      result of CVC's inability to realize synergies.

LIQUIDITY

Fitch considers CVC's liquidity position and overall financial
flexibility to be adequate given the current rating. Liquidity is
supported by cash on hand totalling $266 million as of June 30,
2016 and CSCH's $2.1 billion revolver expiring October 2020. Pro
forma for $375 million of incremental drawdowns in July 2016, the
company had $1.2 billion of available borrowing capacity under its
revolver.

At the close of the transaction, CSCH assumed $3.8 billion of
secured term loans due 2020 that were previously issued at Altice's
escrow subsidiary. The new term loans and revolver eliminate the
financial covenants under the old credit facility. Going forward,
the only financial covenant is under the revolver that limits net
senior secured leverage to no more than 5x. The financial covenant
will be tested only if there are outstanding borrowings under the
new revolver.

Excluding $1.3 billion of monetized indebtedness outstanding at
June 30, 2016, Fitch estimates principal amounts of $19 million and
$938 million mature in 2016 and 2017, respectively. Approximately
$1.6 billion matures in 2018. Outside of annual term-loan
amortization payments, Fitch expects CVC and CSCH to refinance any
upcoming maturities.

FULL LIST OF RATING ACTIONS

Fitch assigns the following ratings:

   CSC Holdings, LLC

   -- $2.5 billion senior secured term loan 'BB+'(EXP)/'RR1';

   -- $1.31 billion of senior guaranteed notes 'BB'(EXP)/'RR2'.


DENNIS WINDSCHEFFEL: Proposes Full-Payment to Unsecureds
--------------------------------------------------------
Dennis D. Windscheffel asked the U.S. Bankruptcy Court for the
Central District of California to approve the second amended
disclosure statement explaining his second amended Chapter 11 plan
of reorganization.

Under the Plan, the Debtor's Class 6A unsecured creditors total
approximately $534.  This class includes any allowed unsecured
claim of $1,000 or less and any allowed unsecured claim larger than
$1,000 but whose holder agrees to reduce its claim to $1,000.  Each
member of Class 6A will receive on the Effective Date, or as soon
as practicable thereafter, a single payment equal to 100% of the
allowed claim.  Class 6A is unimpaired and not entitled to vote on
the plan.

Class 6B consists of general unsecured claims that do not otherwise
fall into any other class.  The holders of Allowed Class 6B Claims
will receive their pro rata share of the non-exempt proceeds of
sale of the Assets, to the extent that any Assets remain after
payment of the Allowed Class 1 Priority Claims, the Class 2 Secured
Claims, the Class 5 Secured Claims, and the Class 6A Unsecured
Claims.

The Debtor intends to make the payments required under the Plan
from the following sources:

   -- the Debtor projects $110,000 cash will be available on the
      Effective Date;

   -- a sale of property, which the Debtor estimates will produce
      $1,791,769; and

   -- the Debtor estimates that projected monthly disposable
      income available to creditors for the five-year period
      following confirmation will be $1,750.

A full-text copy of the Second Amended Disclosure Statement dated
August 31, 2016, is available at
http://bankrupt.com/misc/15-19933-109.pdf

Dennis D Windscheffel filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Cal. Case No. 15-19933) on June 22, 2015.  The
Debtor's bankruptcy counsel is Dheeraj K. Singhal, Esq., at DCDM
Law Group, PC, in Pasadena, California.


DESARROLLADORA LCP: Unsecureds To Recover 10% Under Plan
--------------------------------------------------------
Desarrolladora LCP, Corp., filed with the U.S. Bankruptcy Court for
the District of Puerto Rico a disclosure statement describing the
Debtor's Chapter 11 plan.

Under the Plan, Class 3 General Unsecured Claims estimated at
$1,723,373.30 are impaired  Holders of Allowed General Unsecured
Claims in excess of $20,000, excluding those from the Equity
Holder, the Debtor's affiliates and Oriental Bank, will be paid in
full satisfaction of their claims 10% thereof through 60 equal
consecutive monthly installments of $1,940.14, commencing on the
Effective Date of the Plan and continuing on the 30th day of the
subsequent 59 months.  Holders of Allowed General Unsecured Claims
of $20,000 or less, will receive in full satisfaction of their
claims 10% thereof, on the Effective Date of the Plan.  

Oriental Bank's proof of claim number 20 resulting from Debtor's
guarantee of Debtor's Shareholder's loan, will continue to be paid
by Debtor's Shareholder, without any payments under the Plan.

Claims will be paid with available funds arising from Debtor's
operations, available cash balance as of the Effective Date of the
Plan, the collections of Debtor's accounts receivable, and Debtor's
continued operations.

The Disclosure Statement is available at:

            http://bankrupt.com/misc/prb15-10349-104.pdf

The Plan was filed by the Debtor's counsel:

     Charles A. Cuprill-Hernandez, Esq.
     CHARLES A. CUPRILL, P.S.C., LAW OFFICES
     356 Fortaleza Street
     Second Floor
     San Juan, PR 00901
     Tel: (787) 977-0515
     Fax: (787) 977-0518
     E-mail: ccuprill@cuprill.com

Headquartered in San Juan, Puerto Rico, Desarrolladora LCP, Corp.,
primarily engaged in the construction of a building, named Lincoln
Center Plaza, located at Goyco Street, in Puerto Rico.  On Dec. 14,
2011, the Lincoln Center Plaza was sold by the Debtor to the
Municipality of Caguas under an agreement for its lease and
management with a payment to the Municipality of approximately
$480,000 per year.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
P.R. Case No. 15-10349) on Dec. 30, 2015, listing $4.55 million in
total assets and $3.79 million in total liabilities.  The petition
was signed by Manuel Morales Lopez, president.  Charles Alfred
Cuprill-Hernandez, Esq., at Charles a Cuprill, PSC Law Office
serves as the Debtor's bankruptcy counsel.


DOLLAR TREE: S&P Raises Rating on $2.5BB Sr. Notes to 'BB'
----------------------------------------------------------
S&P Global Ratings assigned its 'BBB' issue-level ratings to Dollar
Tree Inc.'s new revolver, term loan A, and term loan B.  The
recovery rating is '1', reflecting S&P's expectation for very high
(90% to 100%) recovery in the event of default.  S&P also revised
the recovery rating on the company's $2.5 billion 5.75% senior
notes due 2023 and $750 million 5.25% senior notes due 2020 to '5'
from '6', resulting in an upgrade of those notes to 'BB' from
'BB-'.  The '5' recovery rating indicates S&P's expectation for
modest recovery at the high end of the 10% to 30% range.  This
follows a leverage-neutral refinancing to upsize the company's term
loan A and repay a portion of its existing term loan B.  All other
ratings, including the 'BB+' corporate credit rating and stable
outlook on the company remain unchanged.

The improved recovery on the senior notes comes given increased
amortization on the senior secured credit facilities, resulting in
lower principal and interest outstanding in a payment default
scenario.  S&P has valued the company on a going concern basis
using a 6.0x multiple applied to S&P's projected emergence-level
EBITDA of around $980 million.

Same-store sales increased 1.2% in the quarter ended July 30, 2016,
and leverage is now below 4.0x for the latest 12 months, down from
the low-5.0x range in the year-ago period.  Overall, S&P expects
Dollar Tree to continue deleveraging over the next year given solid
operating performance and financial policies aimed at debt
reduction.

RATINGS LIST

Dollar Tree Inc.
Corporate credit rating                 BB+/Stable/--

New Ratings
Dollar Tree Inc.
Senior Sec  Revolver due 2020            BBB
   Recovery Rating                        1       
Senior Sec Term Loan A-1 due 2020        BBB
   Recovery Rating                        1
Senior Sec Term Loan B-3 due 2020         BBB
   Recovery Rating                        1

Upgraded; Recovery Rating Revised
                                      To            From
Dollar Tree Inc.
$2.5B 5.75% senior notes due 2023    BB            BB-
   Recovery rating                    5H            6
$750M 5.25% senior notes due 2020    BB            BB-
   Recovery rating                    5H            6



ECOARK HOLDINGS: Recurring Losses Raises Going Concern Doubt
------------------------------------------------------------
Ecoark Holdings, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $5.87 million on $3.58 million of revenues for the three months
ended June 30, 2016, compared to a net loss of $2.26 million on
$2.27 million of revenues for the same period in 2015.

For the six months ended June 30, 2016, the Company listed a net
loss of $8.09 million on $5.54 million of revenues, compared to a
net loss of $5.23 million on $4.50 million of revenues for the same
period last year.

As of June 30, 2016, the Company had $24.05 million in total
assets, $8.80 million in total liabilities and a total
stockholders' deficit of $15.25 million.

The Company commenced operations in 2007, and has experienced
typical start-up costs and losses from operations resulting in an
accumulated deficit of $44.75 million since inception.  The
accumulated deficit as well as recurring losses of $8.16 million
for the six months ended June 30, 2016, and $10.50 million and
$14.14 million for the years ended December 31, 2015 and 2014,
respectively and the working capital deficit of $2.15 million as of
December 31, 2015, have resulted in the uncertainty of the Company
to continue as a going concern even though working capital
increased to a surplus of $8.89 million at June 30, 2016.

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

                      https://is.gd/Ofw3dd

                      About Ecoark Holdings

Ecoark Holdings, Inc., is a technology solutions company.  The
Company offers technologies to fight waste in operations,
logistics, and supply chains worldwide.  It provides pallet-level
time and temperature tracking, pre-cool prioritization and
monitoring, pallet routing, real-time in-transit monitoring, remote
visibility, and quality management solutions.  The Company also
offers Point Clouds, which creates two dimensional (2d) and three
dimensional (3d) digital replications; High definition (HD) photos,
a 360 degree rotational bubble image from various project
perspectives; 2d Plans that plan and elevates views in CAD/PDF; and
3d models, such as Revit, CAD, Cyclone, 3dS, and others; as well as
provides training and consultation services on laser scan and/or
creates 2d as-builts or 3d models.



EKD REALTY: Wants to Use Nautilus Cash Collateral
-------------------------------------------------
EKD Realty LLC asks the U.S. Bankruptcy Court for the Southern
District of New York for authorization to use cash collateral.

The Debtor operates an apartment building located at 316 2nd
Avenue, New York, New York, which consists of 10 rentable units.  

Nautilus Capital LLC and 14 LLC hold a secured claim against the
Debtor pursuant to a note and mortgage lien in the principal amount
of $3,900,000.

The Debtor relates that it needs to use the cash collateral to pay
for ordinary expenses such as utilities, taxes, insurance, and
maintenance for the Property.  The Debtor further relates that the
consequences of leaving it without access to the cash collateral
and its anticipated rental revenue income will have a materially
adverse effect on the Debtor's ability to reorganize its financial
affairs and will adversely affect its creditors.

The Debtor's Proposed Monthly Budget provides for total expenses in
the amount of $10,145.

The Debtor proposes, among other things, to grant Nautilus Capital
and 14 LLC a security interest in the Debtor's post-petition assets
to the extent of any diminution of cash collateral, subject to the
fees of the United States Trustee and the professional fees of the
Debtor's professionals.

A full-text copy of the Debtor's Motion, dated Sept. 7, 2016, is
available at https://is.gd/M8ehJX

                        About EKD Realty LLC

EKD Realty LLC filed a chapter 11 petition (Bankr. S.D.N.Y. Case
No. 16-11957) on July 8, 2016.  The petition was signed by
Haroutiun Derderian, member.  The Debtor is represented by Arnold
Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese &
Gluck, P.C.  The case is assigned to Judge Shelley C. Chapman.  The
Debtor disclosed total assets at $9 million and total liabilities
at $4.84 million.


EL VOLCAN: Hires Sader Law as Attorneys
---------------------------------------
El Volcan, LLC seeks authorization from the U.S. Bankruptcy Court
for the Western District of Missouri to employ Bradley D. McCormack
and Michael J. Wambolt of the Sader Law Firm as attorneys.

The Debtor requires Sader Law to:

   (a) advise the Debtor with respect to its rights and
       obligations as Debtor-In-Possession and regarding other
       matters of bankruptcy law;

   (b) prepare and file any petition, schedules, motions,
       statement of affairs, plan of reorganization, or other
       pleadings and documents that may be required in this
       proceeding;

   (c) represent the Debtor at the meeting of creditors, plan of
       reorganization, disclosure statement, confirmation and
       related hearings, and any adjourned hearings thereof;

   (d) represent the Debtor in adversary proceedings and other
       contested bankruptcy matters; and

   (e) represent the Debtor in the above matters, and any other
       matters that may arise in connection with Debtor's
       reorganization proceedings and its business operations.

Sader Law will be paid at these hourly rates:

       Bradley D. McCormack        $305
       Michael J. Wambolt          $295
       Paralegal                   $105

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

The Debtor paid a retainer of $15,000 plus $1,717 for filing fees
to Sader Law.

Bradley D. McCormack, an employee of Sader Law, 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.

Sader Law can be reached at:

       Bradely D. McCormack, Esq.
       THE SADER LAW FIRM
       2345 Grand Blvd., Suite 2150
       Kansas City, MO 64108
       Tel: (816) 595-1802
       Fax: (816) 561-0818
       E-mail: bmccormack@saderlawfirm.com

                        About El Volcan

El Volcan, LLC filed a chapter 11 petition (Bankr. W.D. Mo. Case
No. 16-42362) on August 29, 2016.  The Debtor is represented by
Bradley D. McCormack, Esq., at The Sader Law Firm. At the time of
the filing, the Debtor estimated its assets and debts at less than
$1 million.

The Debtor is a Missouri Limited Liability Company. Its sole member
is Ms. Ramona Galindo.  The Debtor operates as a Mexican food
restaurant in Independence, Missouri.


ELBIALI OSMAN: Court Approves Disclosure Statement
--------------------------------------------------
The Hon. Richard M. Neiter of the U.S. Bankruptcy Court for the
Central District of California has entered an order approving the
disclosure statement filed on Aug. 12, 2016, describing Osman
Ismail Elbiali's Chapter 11 plan.

The Debtor first filed a disclosure statement describing his Plan
on June 30, 2016.  On July 5, 2016, the Court entered an order
fixing the deadline to file an amended disclosure statement and
plan.  An amendment to the Debtor's Plan (dated June 30, 2016) was
filed on July 18, 2016.

Elbiali Osman filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Cal. Case No. 13-28671) on July 23, 2013.


ENERGY XXI: Conyers Replies to Disqualification Motion
------------------------------------------------------
BankruptcyData.com reported that Conyers Dill & Pearman, Energy
XXI's U.S. Bankruptcy Court approved special Bermuda counsel, filed
with the Court an objection to the official committee of equity
security holders' emergency motion to disqualify the firm and
disgorge fees and expenses.  The objection asserts, "The Court
should not disqualify Conyers from its representation of the
Debtors as special Bermuda counsel because its disclosures are
consistent with prevailing law and do not present any disqualifying
conflict of interest.  The Committee's effort to suggest that
Conyers' March 2015 opinion expressed opinions on the validity,
perfection or priority of liens simply misreads the opinion.
Conyers submits that its previously narrow disclosure was based on
its interpretation of Bermuda conflicts principles and was not
intended nor designed to mislead any parties to this bankruptcy
case.  Neither disqualification nor disgorgements of fees are
warranted given the facts and circumstances of this case, the
disclosures nor the scope Conyers' representation in the matters
described in the Supplemental Declaration."

                   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.


ENERGY XXI: Files 5th Amendment to Restructuring Support Agreement
------------------------------------------------------------------
BankruptcyData.com reported that Energy XXI filed with the U.S.
Bankruptcy Court a fifth amendment to its restructuring support
agreement (RSA). According to documents filed with the Court, the
Court must approve the RSA no later than October 7, 2016, and both
the RSA must be assumed and the Court must commence a confirmation
hearing by no later than October 13, 2016. In addition, the Court
must confirm the Plan no later than October 27, 2016. The amended
RSA further notes, "Changes to Current Plan Treatment: Trade Claims
Settlement Distribution increases from $0.75 to $0.90, General
Unsecured Claims Distribution increases from $410,000 to $850,000.
Each holder of a Second Lien Notes Claim receives such holder's Pro
Rata share of: on account of such holder's Secured Second Lien
Notes Claim, (a) on the Effective Date, 86.9% of the New Equity
under the Plan, subject to dilution by the Management Incentive
Plan and (b) the EGC Intercompany Note Trust Distribution . . . if
applicable; on account of such holder's Second Lien Notes Guaranty
Claim and based on the value of purportedly unencumbered assets at
EXXI (net of administrative expenses), on the Effective Date, 0.7%
of the New Equity under the Plan, subject to dilution by the
Management Incentive Plan; and on account of such holder's Second
Lien Notes Deficiency Claim and based on the value of purportedly
unencumbered assets at EGC and the other grantors under the Second
Lien Notes (net of administrative expenses), (a) on the Effective
Date, 0.2% of the New Equity under the Plan, subject to dilution by
the Management Incentive Plan and (b) the EGC Intercompany Note
Trust Distribution, if applicable. Each holder of an EGC Unsecured
Notes Claim receives such holder's Pro Rata share of: on account of
such holder's EGC Unsecured Notes Guaranty Claim and based on the
value of purportedly unencumbered assets at EXXI (net of
administrative expenses), on the Effective Date, 0.3% of the New
Equity, subject to dilution by the Management Incentive Plan; based
on the value of purportedly unencumbered assets at EGC and the
other grantors under the Second Lien Notes (net of administrative
expenses), on the Effective Date, 0.1% of the New Equity under the
Plan, subject to dilution by the Management Incentive Plan; and the
EGC Intercompany Note Trust Distribution."

                     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.


EPICENTER PARTNERS: Plan Proposes Full-Payment to Unsecureds
------------------------------------------------------------
Epicenter Partners L.L.C. and its debtor affiliates filed with the
U.S. Bankruptcy Court for the District of Arizona a Chapter 11 plan
of reorganization and accompanying disclosure statement dated
August 31, 2016, a full-text copy of the Disclosure Statement of
which is available at http://bankrupt.com/misc/16-05493-128.pdf

Each Holder of an Allowed General Unsecured Claim will receive 100%
of its Allowed Claim paid: (a) monthly over 36 months, with
additional payments being made from the Creditors Trust Proceeds,
if any, and when received; (b) with interest accrued on unpaid
amounts at the rate of 4% per annum, simple interest; and (c) all
accrued and unpaid interest paid on the 36th month anniversary
after the Effective Date.

All payments under the Plan which are due on the Effective Date
will be funded by: (1) the Plan Contribution to be contributed by
the Plan Sponsor, (2) the Property Development Funds (funding due
to the Debtors in accordance Property Development Agreement dated
July 3, 2012), and (3) the Creditors Trust Proceeds if and when
they are realized and collected.

The funds from the Plan Contribution will be used in the following
order: (1) to pay all Allowed Administrative Claims; (2) to pay all
Allowed Priority Unsecured Claim; (3) to pay the ASLD Lease Claim,
when due; and (4) to fund the Creditors Trust.

A payment of $500,000, made from the Plan Contribution, will be
placed into a Creditors Trust to fund the continued prosecution of
the Adversary Proceeding and to prosecute the 17 Burford Lawsuit on
arrangements to be negotiated with Reorganized Debtors' counsel,
the Reorganized Debtors, and the Committee.  The Reorganized
Debtors will prosecute the Adversary Proceeding until the CPF
Resolution Date, as well as the Burford Claim.  In the event that
affirmative money damages are awarded to the plaintiffs in the
Adversary Proceeding and/or the Burford Claim, those proceeds will
be used first, to pay any unpaid costs of litigating the Adversary
Proceeding or Burford Claim and, second, to be distributed to
Holders of Allowed General Unsecured Claims that have not otherwise
been paid. Any remaining proceeds will be distributed to the
Reorganized Debtors' Equity Interests.

                      About Epicenter Partners

Epicenter Partners LLC and Gray Meyer Fannin LLC sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Lead Case
No. 16-05493) on May 16, 2016.  GMF came into existence in 2001.
It was originally formed for the purpose of providing development
services for affiliates.  Epicenter came into existence in 2004. It
was formed for the purposes of acquiring, managing, selling or
holding land for investment.  Both Debtors are fully owned by
Gray/Western Development Company and managed, pursuant to that
entity, by Bruce Gray.

The Debtors tapped Thomas J. Salerno, Esq., at Stinson Leonard
Street, LLP, as their Chapter 11 counsel.

Epicenter Partners disclosed $143,212,665 in assets and $66,913,279
in liabilities.

The Office of the U.S. Trustee on June 15, 2016, appointed five
creditors of Epicenter Partners LLC and Gray Meyer Fannin LLC to
serve on the official committee of unsecured creditors.  The
Committee is represented by Michael W. Carmel, Ltd., as counsel.


FANSTEEL INC.: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

       Debtor                                        Case No.
       ------                                        --------
       Fansteel, Inc.                                16-01823
          dba Fansteel Intercast
          dba Fansteel Wellman Dynamics
          dba Fansteel American Sintered Technologies
       1746 Commerce Road
       Creston, IA 50801
  
       Wellman Dynamics Corporation                  16-01825

       Wellman Dynamics Machinery & Assembly, Inc.   16-01827

Type of Business: Manufacturer of aluminum and magnesium castings

Chapter 11 Petition Date: September 13, 2016

Court: United States Bankruptcy Court
       Southern District of Iowa (Des Moines)

Judge: Hon. Anita L. Shodeen

Debtors' Counsel: Jeffrey D. Goetz, Esq.
                  BRADSHAW, FOWLER, PROCTOR & FAIRGRAVE, P.C.
                  801 Grand Avenue, Suite 3700
                  Des Moines, IA 50309-8004
                  Tel: 515/246-5817
                  Fax: 515/246-5808
                  E-mail: goetz.jeffrey@bradshawlaw.com

                           - and -

                  Krystal R Mikkilineni, Esq.
                  BRADSHAW, FOWLER, PROCTOR & FAIRGRAVE, P.C.
                  801 Grand Ave, Ste 3700
                  Des Moines, IA 50309
                  Tel: (515) 246-5870
                  Fax: (515) 246-5808
                  E-mail: mikkilineni.krystal@bradshawlaw.com

Total Assets: $32.9 million

Total Debts: $41.97 million

The petition was signed by Jim Mahoney, CEO.

Fansteel's List of 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Wells Fargo Ins Services             Insurance          $384,942
Lockbox 203312 -
MN Bloomington
PO Box 203312
Dallas, TX
75320-3312

Broderick & Associates              Commissions         $370,000
5145 Plantation Dr.
Indianapolis, IN 46250

Venable LLP                        Legal Services       $327,744  
1270 Avenue of the Americas
Rockefeller center,
24th Floor
New York, NY 10020

ARC Metals Corporation             Powdered Metal       $200,587
                                    Manufacturer

Bose McKinney & Evans LLP           Legal Services      $169,271

Faegre Baker Daniels LLP            Legal Services      $158,214

Bingham McCutchen LLP               Legal Services      $147,653

Casting Services of WI CO          Casting Services     $131,409

HCC Life Insurance Company          Life Insurance      $125,920
                                      Provider

M Argueso & Company, Inc.            Wax Supplier       $113,326

Concord Financial Advisor         Financial Advisors    $107,193

IP3 North America, LLC                                  $100,000

Pioneer Metal Solutions                                  $99,797

Black Management Advisors          Director Fees         $97,500

Bodycote Thermal Processing          Services            $90,008

Clausen Miller PC                  Legal Services        $73,043

Linde, LLC                       Gas & Engineering        $72,077
                                     Services

Comseco, Inc.                                             $71,377

R Michele Brown                    Property Taxes         $67,388

Maslon Edelman                     Legal Services         $66,157
Borman & Brand


FANSTEEL INC.: Helicopter Parts Manufacturer Files for Bankruptcy
-----------------------------------------------------------------
Fansteel, Inc., sought bankruptcy protection amid reduced demand
for helicopter production and replacement parts.  Wellman Dynamics
Machinery & Assembly and Wellman Dynamics Corporation, two of
Fansteel's wholly-owned subsidiaries, are also included in the
bankruptcy filing.

The Company, which manufactures aluminum and magnesium castings for
aerospace and defense industries, listed total debts of $41.97
million and total assets of $32.9 million.  

Acting Chief Executive Officer James Mahoney stated in an affidavit
filed with the bankruptcy court that Fansteel's revenues suffered a
sharp decline as a result of the 2013 US military drawdown in
Afghanistan followed by the precipitous drop in oil prices in 2015.


According to Mr. Mahoney, these factors prompted Fansteel's
commercial lender, Fifth Third Bank, to place a prepetition loan
agreement in "workout," citing its intention not to renew the
agreement following its expiration in June 2016.  Fifth Third Bank
had been the Debtors' asset-based lender since 2005.

The Debtors' prior management had sought to sell the Wellman
Dynamics division to a direct competitor, however, due to the oil
price downturn, the prospective buyer abandoned its purchase offer
in the fourth quarter of 2015, Mr. Mahoney disclosed.  He added
that during the period from August 16 until September 1, the
Debtors had awaited a new term sheet from Fifth Third hoping to
obtain an extension of their existing loan until the end of 2017.

Earlier this month, Los Angeles, California-based TerraMar Capital
contacted the Debtors notifying that an entity owned and controlled
by it, TCTM Financial FS, LLC, had purchased the loan from Fifth
Third and was requesting Fansteel to sign a series of agreements
permitting TerraMar access to collections of paid invoices and to
control future disbursements for working capital requirements.

Prior to the Petition Date, TerraMar made a proposal to buy all
assets of Fansteel pursuant to an auction under Section 363 of the
Bankruptcy Code.  Under the plan, TerraMar would have agreed to a
two-week forbearance agreement to give Fansteel time to hire both
bankruptcy counsel and a new chief restructuring officer in
preparation to entering bankruptcy in Delaware with the aim to
request a quick sale.  As proposed, TerraMar would have the option
to "credit bid" the value of the recently purchased debt note in
order to buy the Company's assets, leaving all liabilities behind,
as disclosed in court documents.

The Board of Directors of Fansteel rejected the proposal saying
that wiping out creditor claims as a precondition to company
survival is unjust.

"Fansteel is filing for relief under Chapter 11 so that it can
propose an 'earn-out' plan of reorganization that will pay a 100%
dividend to all unsecured creditors and give the equity security
holders an opportunity to retain their investments in the company,"
Mr. Mahoney maintained.

Headquartered in Creston, Iowa, Fansteel operates four business
units at four locations in the USA and one in Mexico with a
workforce of more than 600 employees.  Fansteel generated
approximately $87.4 million in revenue in 2015 on a consolidated
basis.  WDC contributes approximately 67% of Fansteel's sales.  The
rest of the sales are generated from Intercast, a division of
Fansteel, and other non-debtor subsidiaries, as disclosed in court
documents.

The cases are pending in the U.S. Bankruptcy Court for the Southern
District of Iowa (Bankr. S.D. Iowa proposed Lead Case No. 16-01823)
before Judge Anita L. Shodeen.

Bradshaw, Fowler, Proctor & Fairgrave, P.C., represents the Debtors
as counsel.

A full-text copy of James Mahoney's declaration is available for
free at:

       http://bankrupt.com/misc/17_FANSTEEL_Declaration.pdf


FITNESS INT'L: Moody's Confirms 'B2' CFR, Outlook Stable
--------------------------------------------------------
Moody's Investors Service confirmed Fitness International, LLC's B2
Corporate Family Rating, B3-PD Probability of Default Rating and
the B1 rating on the company's existing senior secured term loan B
due 2020, which will be increased to $1.174 billion. Concurrently,
Moody's assigned B1 ratings to the company's proposed $337.5
million senior secured revolving credit facility and proposed
$337.5 million senior secured term loan A, both due 2020.  Proceeds
from the new and incremental term loans, along with cash and
additional revolver borrowings, will be used to refinance existing
debt, fund a $430 million distribution to LA Fitness' institutional
equity sponsors to redeem 60% of their remaining ownership stake in
the company, and pay related fees and expenses.  The rating outlook
is stable.

Moody's also confirmed the B1 ratings on the company's existing
$350 million revolver due 2018 and $196.8 million term loan A due
2018.  The ratings on both of these facilities will be withdrawn
upon closing of the aforementioned proposed transaction.

These actions conclude the review of LA Fitness' ratings initiated
on June 30, 2016.  All ratings assignments are to subject to
Moody's review of final terms and conditions and could be affected
by modifications to the proposed capital structure.

These ratings were affected:

  Corporate Family Rating, confirmed at B2;

  Probability of Default Rating, confirmed at B3-PD;

  $337.5 million sr. secured revolving credit facility due 2020,
   assigned B1 (LGD2);

  $337.5 million sr. secured term loan A due 2020, assigned B1
   (LGD2);

  $1.174 billion (originally $1.0 billion) sr. secured term loan B

   due 2020, confirmed at B1 (LGD2);

  $350 million sr. secured revolving credit facility due 2018,
   confirmed at B1 (LGD2); to be withdrawn upon closing of
   proposed transaction;

  $196.8 million (originally $250 million) sr. secured term loan A

   due 2018, confirmed at B1 (LGD2); to be withdrawn upon closing
   of proposed transaction

                         RATING RATIONALE

LA Fitness' B2 CFR reflects the company's relatively high debt
leverage, with pro forma debt/EBITDA of 5.0x as of June 30, 2016,
and modest trailing 12-month pro forma interest coverage of 1.8x
following the proposed refinancing/buyout transaction (all metrics
incorporate Moody's standard adjustments).  The rating also takes
into consideration expectations for increasing operating costs and
continued softness in comparable club sales growth due to the
negative impact of competition from "small box" gyms on personal
training revenues and the company's "in-fill"/clustering strategy
within existing markets.  Also constraining the rating is the
company's projection for fewer annual net club openings than in
recent years and potential challenges as key in-fill markets become
increasingly saturated.

The CFR also considers future financial policy risk given the
partial ownership by private equity sponsors and uncertainty
regarding future ownership changes.  Over the last three years, the
company will have completed three leveraging transactions either to
pay sizeable dividends to the owners or to repurchase a large
number of equity units from the sponsors.  Despite management's
majority ownership of the company, event risk related to potential
debt-financed dividends or share repurchases remains.

The ratings are supported by Moody's expectation for continued
strong free cash flow (after tax-related distributions) over the
next two years as the company continues to open new clubs.
Mandatory term loan amortization and the required excess cash flow
sweep will allow the company to deleverage slightly to about 4.8x
by the end of 2017, according to Moody's projections (assuming no
additional leveraging transactions).  LA Fitness has a large
revenue base and good geographic diversification compared with some
of its industry peers, and its strong position in key markets is
evidenced by positive trends in membership count.

The company has also been able to partially offset the impact of
weak comparable club sales trends through investments in growing
the total number of clubs organically and through acquisitions.  In
addition, LA Fitness generates strong EBITA margins relative to
some of its peers, driven largely by operating efficiencies derived
from its clustering strategy, and healthy free cash flow before
growth capex.  Long-term fundamentals for the overall fitness
industry remain favorable due to increased awareness of and
interest in physical fitness and healthy living, as well as a large
and growing addressable North American market.

The B1 ratings on the proposed senior secured revolver and term
loan A, as well as the existing term loan B (one notch above the
CFR), reflect their secured interest in substantially all of the
tangible and intangible assets of the company, as well as a
higher-than-average recovery rate (65%) associated with the 100%
first lien bank debt capital structure.  The first lien instrument
ratings also benefit from support provided by junior, non-debt
obligations, including operating lease commitments and trade
payables.  The revolver and both term loans will be guaranteed by
substantially all assets of existing and future direct and indirect
material domestic subsidiaries.  Fitness International, LLC will be
the primary borrower under the proposed bank facilities.

LA Fitness' stable rating outlook reflects Moody's expectations
that earnings growth will continue to improve over the next year,
albeit at a slower pace, as the company expands the number of clubs
and that free cash flow before growth capex will remain strong over
the next 12 to 18 months.

LA Fitness' ratings could be upgraded if the company is able to
demonstrate consistent growth in earnings and comparable club
revenues while maintaining a good liquidity profile.  An upgrade
would require more clarity around LA Fitness' future equity
ownership and the potential for additional leveraging transactions.
The company would also need to demonstrate a commitment to
maintaining debt/EBITDA below 5.0x and EBITA/interest expense above
2.0x.

Negative rating actions could be taken if LA Fitness experiences a
material decline in total revenues or membership count that results
in consecutive quarters of negative comparable club revenue growth
and earnings deterioration.  Specifically, debt/EBITDA sustained
above 6.0x or EBITA/interest expense below 1.25x could result in a
downgrade.  A material weakening of liquidity, as well as large
acquisitions or future redemptions of shareholder interests
(particularly if financed with debt), could also put downward
pressure on the ratings.

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

LA Fitness is the largest non-franchised fitness club operator in
the United States.  As of June 30, 2016, the company operated 682
fitness clubs, including 655 in 27 states across the US and 27
clubs in Canada.  Collectively, these clubs served approximately 5
million members and the company generated revenues of about
$1.9 billion for the 12 months ended June 30, 2016.


FITNESS INT'L: S&P Raises Corp. Credit Rating to B+ Over Leverage
-----------------------------------------------------------------
S&P Global Ratings said it raised its corporate credit rating on
Fitness International LLC to 'B+' from 'B'.  The rating outlook is
stable.

At the same time, S&P raised its issue-level rating to 'B+' from
'B' on the company's proposed amended senior secured credit
facility, consisting of a $337.5 million revolver, a $337.5 million
term loan A, and a $1.2 billion term loan B, all due in 2020.  The
recovery rating remains '3' and reflects S&P's expectation for
meaningful (50%-70%; upper half of the range) recovery for lenders
in the event of a payment default.  This is despite incremental
borrowings because the recapitalization transactions will increase
the level of fixed charges that would trigger a default, resulting
in a higher level of emergence EBITDA.  Also, club additions over
the past few years, and anticipated club additions over the next
few years, will increase the size of the company's club base in a
manner that warrants a higher emergence valuation.

"The upgrade reflects our expectation that the company will
maintain total lease-adjusted debt to EBITDA below 5.5x," said S&P
Global Ratings credit analyst Justin Gerstley.

This is because proceeds from incremental borrowings to finance the
buyback of common equity from a portion of minority sponsor owners,
combined with the conversion of some minority sponsors' remaining
common equity stakes to preferred equity (which S&P's view as
debtlike obligations), likely completes the leveraging impact from
equity repurchases (and conversions) over the next few years.
Because there are provisions in the terms of the converted
preferred equity that could ultimately result in its redemption,
S&P includes the preferred equity as a debtlike obligation in its
base-case forecast for credit measures.  As a result, any future
redemption of the preferred equity stakes would not likely be an
incremental leveraging event.  In addition, through debt repayment
and good operating performance over the past two years, the company
has built in sufficient leverage capacity to accommodate the
current proposed incremental debt transactions and achieve an
improved financial risk assessment and a one-notch higher rating.

The stable outlook reflects S&P's expectation for good operating
performance through 2017 and S&P's belief that the company will not
likely engage in incremental leveraging transactions to fund
distributions that would increase total lease-adjusted debt to
EBITDA above 5.5x.


FOUNTAINS OF BOYNTON: Wants Nov. 14 Solicitation Period Extension
-----------------------------------------------------------------
Fountains of Boynton Associates, Ltd. asks the U.S. Bankruptcy
Court for the Southern District of Florida to extend its exclusive
period to solicit acceptances to its plan of reorganization through
November 14, 2016.

The Debtor filed a plan of reorganization and disclosure statement
on May 5, 2016.  By prior Court Order, the Solicitation Period was
extended to September 14, 2016.

The Debtor relates that the hearing on the Disclosure Statement has
been continued to September 14, 2016, in order for the Debtor to
negotiate the terms of a consensual plan or structured dismissal
with its largest creditor, Hanover Acquisition 3, LLC.  The Debtor
further relates that the parties have reached an agreement in
principle to resolve the case and are finalizing a written
settlement agreement, which the Debtor anticipates presenting to
the Court shortly.

          About Fountains of Boynton Associates, Ltd.

Fountains of Boynton Associates, Ltd., based in Boynton Beach,
Fla., sought Chapter 11 bankruptcy protection (Bankr. S.D. Fla.
Case No. 16-11690) on Feb. 5, 2016.  The Debtor considers itself a
"single asset real estate".  The Hon. Erik P. Kimball oversees the
case.  Bradley S Shraiberg, Esq., and Patrick Dorsey, Esq., at
Shraiberg, Ferrara, & Landau, serve as the Debtor's counsel.  The
petition was signed by John B. Kennelly, manager.

The Debtor disclosed total assets of $71,421,648 and total
liabilities of $53,672,029 at the time of filing.



FPMI SOLUTIONS: Hires JG Cochran as Auctioneer
----------------------------------------------
FPMI Solutions, Inc. seeks authorization from the U.S. Bankruptcy
Court for the Eastern District of Virginia to employ J.G. Cochran
Auctioneers & Associates Ltd. to auction the Debtor's property.

The Debtor proposes to compensate J.G. Cochran with 50% of the
gross sale proceeds from any consummated sale of the Property,
which fee includes costs for hauling, set-up, storage, advertising,
sale-related expenses, etc. of the Property, subject to Court
approval. The source of this payment will be proceeds from a sale
of the Property.

Leslie Cochran, director of administration for J.G. Cochran,
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.

J.G. Cochran can be reached at:

       Leslie Cochran
       J.G. COCHRAN AUCTIONEERS &
       ASSOCIATES LTD.
       7704 Mapleville Road
       Boonsboro, MD 21713
       Tel: (301) 739-0538
       Fax: (301) 432-2844
       E-mail: leslie@cochranauctions.com

                      About FPMI Solutions

Headquartered in Alexandria, Virginia, FPMI Solutions, Inc., is a
government contractor that operates as a business partner to
organizations.  The company's federal solutions include human
capital management, human capital outsourcing, and learning
services.  Its global/commercial solutions include strategic HR
consulting solutions, recruitment process outsourcing and executive
search, temporary service providers, shared services, and learning
services.

FPMI Solutions sought Chapter 11 protection (Bankr. E.D. Va. Case
No. 16-12142) on June 20, 2016.  Judge Robert G. Mayer presides
over the case.

The Debtor estimated assets and liabilities in the range of
$1,000,000 to $10,000,000.

The Debtor tapped Paul Sweeney, Esq., at the Ymkas, Vidmar, Sweeney
& Mulrenin, LLC, as counsel.

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


GARDEN OF EDEN: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 cases of Garden of Eden Enterprises, Inc., and its
debtor affiliates.

                 About Garden of Eden Enterprises, Inc.

Garden of Eden Enterprises, Inc., Broadway Specialty Food, Inc., ,
Coskun Brothers Specialty, and Garden of Eden Gourmet Inc. filed
chapter 11 petitions (Bankr. S.D.N.Y.  Case Nos. 16-12488,
16-12490, 16-12491, 16-12492, respectively) on Aug. 29, 2016.  The
petitions were signed by Mustafa Coskun, president.

The cases are assigned to Judge James L. Garrity Jr.

Doing business as Garden of Eden, the Debtors operate three upscale
full-service specialty-food retail stores at leased premises in New
York.  Debtor Garden of Eden Enterprises is the parent operating
company of the Debtors, and maintains its place of business at 720
Anderson Avenue, Cliffside Park, New Jersey 07010.

Clifford A. Katz, Esq. and Scott K. Levine, Esq. of Platzer,
Swergold, Levine, Goldberg, Katz & Jaslow, LLP, serve as counsel to
the Debtors.

At the time of filing, the Debtors disclosed $8.05 million in
assets and $8.29 million in liabilities.  A copy of the Debtors'
list of 20 largest unsecured creditors is available for free at:

            http://bankrupt.com/misc/nysb16-12488.pdf

The Debtors have asked the Court to enter an order directing joint
administration of their Chapter 11 cases for procedural purposes
only under the case of Garden of Eden Enterprises.


GFL ENVIRONMENTAL: Moody's Affirms B2 CFR & Rates New Loan Ba2
--------------------------------------------------------------
Moody's Investors Service affirmed GFL Environmental Inc.'s B2
corporate family rating, B2-PD probability of default rating, and
B3 rating on its existing senior unsecured notes, and assigned a
Ba2 rating to its proposed secured term loan B.  The ratings
outlook is stable.

Net proceeds from the new C$610 million (US$ equivalent) first lien
term loan B together with C$225 million of equity contribution from
its owners will be used to fund an acquisition in the US, repay its
7.5% unsecured notes due June 2018 and fund other pending
acquisitions.

"The ratings affirmation considers that while GFL's pending
transactions will increase debt, pro forma leverage remains around
5.5x," said Peter Adu, Moody's AVP.  "The proposed term loan's Ba2
rating reflects its first priority interest in substantially all of
GFL's assets," Adu added.

Ratings Affirmed:

  Corporate Family Rating, B2

  Probability of Default Rating, B2-PD

  US$250 million 7.875% senior unsecured notes due 2020,
  B3 (LGD5) from (LGD4)

  US$500 million 9.875% senior unsecured notes due 2021,
  B3 (LGD5) from (LGD4)

Rating Assigned:

  C$610 million (US$ equivalent) senior secured term loan B due
   2023, Ba2 (LGD2)

Outlook:
  Remains Stable

                         RATINGS RATIONALE

GFL's B2 CFR primarily reflects risks with its aggressive
acquisition growth and short time frame between acquisitions,
potential for integration risks and lack of a track record for
organic growth.  The rating also assumes the company will slow
acquisition growth and show a track record of EBITDA expansion
which will enable leverage (adjusted Debt/EBITDA) to be sustained
around 5x over time (10x at LTM Q2/2016, but 5.4x pro forma for
recent and pending acquisitions).  The rating recognizes that the
company's pro forma EBITDA margins compare favorably with those of
its higher rated North American waste peers.  The rating also
considers the company's diversified business model with high
recurring revenue supported by long term contracts and good market
position in the relatively stable but low-growth Canadian
non-hazardous waste industry.

Moody's views GFL's liquidity position as adequate.  This is
supported by about C$250 million of availability (when the
refinance transaction closes) under its new C$340 million revolving
credit facility due 2021 (includes $50 million LC facility), a
portion of which is expected to be used to fund future
acquisitions.  GFL has no track record of positive free cash flow
generation due to the upfront capital expenditures required to
support the sequence of acquisitions and Moody's does not expect
its free cash flow profile to change in the next 4 to 6 quarters.
The company keeps no cash on its balance sheet and annual term loan
amortization of C$6 million are expected to be funded with the
revolver.  GFL's revolver will be subject to leverage and coverage
covenants, which Moody's expects will have at least 25% cushion
through the next 4 to 6 quarters. Substantially all of GFL's assets
are pledged as collateral which limits flexibility to raise
additional funds should the need arise.

The stable outlook reflects Moody's expectation that GFL will
continue to make small bolt-on acquisitions, and will fund them in
such a way that leverage will be sustained around 5x over time.

The rating could be upgraded if GFL sustained adjusted Debt/EBITDA
towards 4x, EBIT/Interest towards 2x and EBITDA margin above 25%.
Consistent organic revenue growth and maintenance of good liquidity
are added attributes for upgrade consideration.  The rating could
be downgraded if adjusted Debt/EBITDA is sustained above 6x and
EBIT/Interest towards 1x.  A material decline in GFL's EBITDA
margin due to challenges integrating acquisitions, or negative free
cash flow generation on a consistent basis would also cause a
downgrade.

The principal methodology used in these ratings was Environmental
Services and Waste Management Companies published in June 2014.

GFL Environmental Inc., headquartered in Toronto, provides solid
waste and liquid waste collection, treatment and disposal solutions
and soil remediation services to municipal, industrial and
commercial customers in Canada.  Pro forma for acquisitions,
revenue exceeds C$1.2 billion.


GFL ENVIRONMENTAL: S&P Affirms 'B' CCR, Outlook Stable
------------------------------------------------------
S&P Global Ratings said it affirmed its 'B' long-term corporate
credit rating on Toronto-based waste services company GFL
Environmental Inc.  The outlook is stable.

At the same time, S&P Global Ratings assigned its 'BB-' issue-level
rating and '1' recovery rating to the company's proposed C$610
secured term loan (U.S.- and Canadian-dollar equivalent) due 2023.
A '1' recovery rating indicates very high (90%-100%, higher end of
range) recovery in a default scenario.

The company will use the proceeds from the term loan and common
equity to fund the proposed acquisitions (about C$550 million) in
pipeline, as well as redeem C$247 million of 7.5% senior unsecured
notes outstanding.

"The affirmation on GFL follows the company's announcement that it
has entered into an agreement to purchase a U.S. acquisition and is
planning to redeem its 7.5% unsecured notes due 2018," said S&P
Global Ratings analyst Aniki Saha-Yannopoulos.

Finally, S&P Global Ratings is lowering its issue-level rating on
GFL's unsecured notes to 'B-' from 'B' and revising its recovery
rating on the notes to '5' from '4'. A '5' recovery rating
indicates modest (10%-30%, lower end of the range) recovery in a
default scenario.

GFL is a regional waste services company that has been conducting
business exclusively in Canada; with the new U.S. acquisitions, GFL
will expand into the Midwest U.S.  The impact the acquisition
(estimated to account for about 10% of pro forma revenues) will
have on GFL's operating breadth is not sufficient to change S&P's
business risk assessment.  In addition, the refinancing plan is
expected to have a modest impact on the company's prospective
credit measures.  The ratings on GFL reflect S&P Global Ratings'
view of the company's fair business risk profile and highly
leveraged financial risk profile.

S&P expects GFL to remain highly acquisitive, and have assumed that
it will fund these purchases primarily with debt, which will
account for the bulk of the company's growth.  Post-acquisition,
GFL will operate in almost all provinces in Canada, with about 10%
of revenues generated from the U.S.  The stability of long-term
solid waste collection contracts GFL has with several Canadian
municipalities partially offset these factors.

The stable outlook reflects S&P's expectation that GFL will
continue to expand its operating breadth through acquisitions while
maintaining a highly leveraged financial risk profile.  S&P
estimates the company will generate adjusted debt-to-pro forma
EBITDA of about 5.5x-6.5x, and S&P places greater emphasis on pro
forma ratios due to the company's highly acquisitive growth
strategy, which is funded mostly by debt.

S&P would consider a negative rating action if adjusted debt-to-pro
forma EBITDA approaches 7x, which S&P believes could result from
highly leveraged acquisitions, competitive pressures, or operating
inefficiencies that contribute to weaker-than-expected earnings and
cash flow.  S&P also believes there is additional integration risk
associated with the larger acquisitions compared with smaller
tuck-ins the company has previously done and would have a larger
effect on credit measures if the acquisitions underperform.
Furthermore, S&P could lower the rating should GFL become
liquidity-constrained, where headroom under its funded
debt-to-EBITDA covenant fell below 15%.  This could limit the
company's availability under its revolving facility and lead to a
downgrade.

Although S&P believes it is highly unlikely in the next 12 months,
it could upgrade GFL should its credit metrics strengthen and S&P
believes the company is committed to maintaining an adjusted
debt-to-pro forma EBITDA ratio in the mid-to-low 4x area with
adequate liquidity.


GOLFSMITH INT'L: Bankruptcy May Lead to Closure of GolfTEC Outlets
------------------------------------------------------------------
GolfTEC, the world leader in golf lessons and top employer of PGA
Professionals, on Sept. 14 announced plans to transition students
and Coaches to existing and/or new and enhanced standalone centers
in U.S. and Canadian markets impacted by the announcement that
Golfsmith International has filed for bankruptcy, which will result
in the closure of a select group of the retailer's locations that
housed GolfTEC facilities.   

The partnership between the two entities began in 2003 and remains
strong with GolfTEC continuing to operate in a number of Golfsmith
locations throughout the United States and Canada (Golf Town(R)).
GolfTEC was well prepared for this restructuring and immediately
enacted plans to strengthen effected markets while contacting
students and Coaches with a transition plan to ensure uninterrupted
service.

New GolfTEC standalone locations going forward will feature updated
in-store designs and a variety of exciting new technology.  This
includes:

   -- New In-Center Design – Tailored to create a dynamic and
holistic experience, new centers (and retrofits of existing) will
feature an inviting and vibrant atmosphere tailored to total golf
immersion.  Further, new amenities and additional high-end game
improvement products and services are available for students to
engage with.

   -- New Technology – Known as one of the most technologically
progressive brands in golf, the company's new locations will
feature:

       -- Advanced, state-of-the-art cameras and lighting to
provide enhanced high-resolution video for both in-bay playback
during lessons and online viewing post-session.

      -- Custom content on in-bay screens to guide players through
solo practice sessions and skill assessments, helping them more
rapidly achieve their playing goals.

      -- Updated TECfit club-fitting software that integrates deep
swing characteristics and ball flight data to further help players
and coaches identify the best possible equipment, including
recommended club head and shaft combinations

"GolfTEC remains an extremely well positioned and profitable
organization with the mobility and capital to continue our
aggressive expansion plan, despite Golfsmith closing a few
locations where we are present," said Joe Assell, Co-Founder and
CEO of GolfTEC.  "In our preparation for this announcement, we
activated a strategy to both ensure our students and Coaches were
fully taken care of in these markets, while also using this as an
opportunity to accelerate our already strong growth."

Beginning in late 2016, all new GolfTEC facilities will feature the
center designs and technology outlined above, including new
international locations.  Current centers will be retrofitted with
the new technology and design over an extended schedule.

GolfTEC recently released information on the company's
record-setting growth over the past fiscal year, which included
more than 900,000 lessons given from September 1, 2015 to August
31, 2016.  In addition, global sales rose nearly 12 percent
year-over-year, while total lessons are up 12 percent and in-center
merchandise sales climbed 13 percent.

The company has experienced unrivaled success in the golf industry
in recent years, including a 98% percent increase in revenue since
2010.  The largest driver of new business comes by way of referrals
from current customers, as leading-edge golf instruction and
club-fitting programs have led to a 96 percent success rate among
GolfTEC students.

Each GolfTEC student undergoes a Swing Evaluation to assess their
skill, followed by a certified personal coach recommending a
specific game plan, which includes fundamental elements like course
strategy and a TECfit(R) club fitting session.  While the majority
of lessons are taught indoors in private bays, coaches also
accompany players for on-course/outdoor lessons to ensure they are
comfortable in real world situations.

The renowned, global GolfTEC coaching team is comprised of
experienced professionals, most of whom are PGA professionals and
have taught thousands of lessons.  Each goes through a rigorous
multi-week certification at GolfTEC University including continued
advanced training to master the analysis of golf swing mechanics,
the technology utilized by GolfTEC and the most productive teaching
techniques. Committed to strengthening the industry and hiring only
the best staff, GolfTEC is the largest employer of PGA
Professionals in the world.

                          About GolfTEC

The world leader in golf lessons and top employer of PGA
Professionals has a 96 percent success rate among its students.
Since 1995, GolfTEC Certified Personal Coaches, the vast majority
of which are PGA Professionals, have given more than 6 million
lessons.  The company operates 200 centers worldwide (more than 80
within Golfsmith(R) stores) and has a presence in almost all major
U.S. cities, Canada, Japan and Korea.  All lessons are based on the
company's "Five Factors:" Fact-Based Diagnosis, Sequential Lessons,
Video-Based Practice, Advanced Retention Tools, and TECfit(R) club
fitting.  To date, more than 600 GolfTEC Coaches work across a
global network of Improvement Centers, consisting of both
Corporate-owned and Franchise-owned locations and employees.

                  About Golfsmith International

Headquartered in Austin, Texas, Golfsmith International Holdings,
Inc., the parent company of Golfsmith International, Inc., is a
holding company.  The Company is a specialty retailer of golf and
tennis equipment, apparel, footwear and accessories.  The Company
operates as an integrated multi-channel retailer, providing its
customers the convenience of shopping in the retail stores across
United States, through its Internet site, www.golfsmith.com, and
from its catalogs.  The Company offers a product selection that
features national brands, pre-owned clubs and its branded products.
It offers a number of customer services and customer care
initiatives, including its club trade-in program, 30-day
playability guarantee, 115% low-price guarantee, its credit card,
in-store golf lessons, and SmartFit, its club-fitting program.  As
of January 1, 2011, the Company operated 75 stores in 21 states and
33 markets.


GOLFSMITH INTERNATIONAL: Case Summary & 30 Top Unsecured Creditors
------------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                        Case No.
     ------                                        --------
     Golfsmith International Holdings, Inc.        16-12033
     11000 North IH-35
     Austin, TX 78753

     GMAC Holdings, LLC                            16-12034
     Golf Town USA Holdco Limited                  16-12035
     Golf Town USA Holdings Inc.                   16-12036
     Golf Town USA, LLC                            16-12037
     Golfsmith 2 GP, L.L.C.                        16-12038
     Golfsmith Europe, L.L.C.                      16-12039
     Golfsmith Incentive Services, L.L.C.          16-12040
     Golfsmith International, Inc.                 16-12041
     Golfsmith International, L.P.                 16-12042
     Golfsmith Licensing, L.L.C.                   16-12043
     Golfsmith NU, L.L.C.                          16-12044
     Golfsmith USA, L.L.C.                         16-12045

Type of Business: Specialty retailers of golf equipment, apparel,
                  and accessories

Chapter 11 Petition Date: September 14, 2016

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Hon. Christopher S. Sontchi

Debtors' Counsel: Mark D. Collins, Esq.
                  John H. Knight, Esq.
                  Zachary I. Shapiro, Esq.
                  Brett M. Haywood, Esq.
                  RICHARDS, LAYTON & FINGER, P.A.
                  One Rodney Square
                  920 North King Street
                  Wilmington, Delaware 19801
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  Email: collins@rlf.com
                         knight@rlf.com
                         haywood@rlf.com

                     - and -

                  Michael F. Walsh, Esq.
                  David N. Griffiths, Esq.
                  Charles M. Persons, Esq.
                  WEIL, GOTSHAL & MANGES LLP
                  767 Fifth Avenue
                  New York, New York 10153
                  Tel: (212) 310-8000
                  Fax: (212) 310-8007
                  E-mail: michael.walsh@weil.com
                          david.griffiths@weil.com
                          charles.persons@weil.com

Debtors'          
Financial
Advisor:          ALVAREZ & MARSAL NORTH AMERICA, LLC

Debtors'          
Investment
Banker:           JEFFERIES LLC

Debtors'          
Claims,
Noticing and
Solicitation
Agent:            PRIME CLERK LLC   

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The petition was signed by Brian E. Cejka, chief restructuring
officer.

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Callaway Golf                         Trade Debt       $5,496,722
Attn: Oliver "Chip" Brewer
President & CEO
and Zach Fridman
2180 Rutherford Rd.
Carlsbad, California 92008
Tel: 760-931-1771
Fax: 760-804-4242
Email: Non-Managementdirectors@Callawaygolf.com
Zach.Friedmank@Callawaygolf.com

Taylormade Golf Co. Inc               Trade Debt       $5,118,250
Attn: David Abeles
President & CEO
and Katie Peterson
5545 Fermin Court
Carlsbad, CA 92008
Tel: 760-918-6000
Fax: 760-918-6008
Email: Katie.Peterson@Tmag.com

Nike USA, Inc.                        Trade Debt       $3,474,165
Attn: Mark Parker
Chairman, President & CEO
and Christy Barlett
One Bowerman Dr.
Beaverton, OR 97005
Tel: 800-344-6453
Fax: 503-532-6708
Email: Christy.Bartlett@Nike.com

PING Inc.                             Trade Debt        $2,351,464
Attn: John A. Solheim
Chairman & CEO
and Dawn Ruelas
2201 W. Desert Cove
Phoenix, AZ 85029
Tel: 602-687-5000
Fax: 602-687-5015
Email: Dawnr@Ping.com

Titleist/Acushnet Co.                 Trade Debt        $2,131,022
Attn: Wally Uihlein
Chairman & CEO
and Cheryl Mendoza
333 Bridge Street
Fairhaven, Ma 02719
Tel: 508-979-2000
Fax: 508-979-3927
Credit_Team@Acushnetgolf.com

Footjoy, Inc.                         Trade Debt        $1,863,889
Attn: Wally Uihlein
Chairman & CEO
and Donna Grant
333 Bridge Street
Fairhaven, Ma 02719
Tel: 508-979-2000
Fax: 508-979-3927
Email: Donna_Granl@Acushnetgolf.com

Cobra Puma Golf Inc.                  Trade Debt        $1,825,787
Attn: Mark C. Mcclure
CEO & Director
and Jim Ayalde
1818 Aston
Carlsbad, CA 92008
Tel: 760-929-0377
Fax: 760-929-0374
Email: Jim.Ayalde@Cobrapuma.com

Garmin USA, Inc                       Trade Debt        $1,284,621
Attn: Andrew R. Etkind
Secretary & General Counsel
and Cameron West
1200 E 151 Street
Olathe, ICS 66062
Tel: 913-397-8200
Fax: 913-397-8282
Email: Cameron.West@Garmin.com

Bushnell Holdings Inc                 Trade Debt        $1,273,651
Attn: Robert Caulk, Principal
and Dorothy Gilmore
9200 Cody St.
Overland Park, KS 66214
Tel: 913-752-3400
Fax: 913-752-3550
Email: Dgilmore@Bushnell.com

Roger Cleveland Golf Co. Inc.        Trade Debt         $1,019,243
Attn: Bill Bird, President
and Amelia Ortega
5601 Skylab Road
Huntington Beach, C'A 92647
Tel: 714-889-1300
1 x: 714-889-5890
Email: Ameliaortega@Clevelandgolf.com

Mizuno Golf Co                        Trade Debt         $736,803
Attn: Robert S. Puccini
      President
and Dominique Miller
4925 Avalon Ridge Pkwy.
Norcross, GA 30071
Tel: 770-441-5553
Fax: 770-448-3234
Email: Dominique.Miller@M izunousa.com

Google Inc.                           Trade Debt         $617,365
Attn: Kent Walker
Senior Vp/General Counsel
and Bill Crawford
1600 Amphitheatre Pkwy
Mountain View, CA 94043
Tel: 650-253-0000
Fax: 650-253-0001
Email: Billcrawford@Google.com

Golf Gifts & Gallery                 Trade Debt          $601,781
Attn: President Or General Counsel
and Sonya Krunig
N 1675 Powers Lake
Powers Lake, WI 53159
Tel: 262-279-9820
Fax: 414-279-9830
Sonya@GolfgiftsgalIery.com

OGIO International, Inc.             Trade Debt          $572,906
Attn: Michael Pratt, Ceo
and Michael Ohai
13702 South 200 West, Suite BI2
Draper, UT 84020
Tel: 801-619-4100
Fax: 801-619-4111
Email: Mohai@Ogio.com

Sue Gove                             Severance            $564,102
Attn: Sue Gove
4408 Long Champ Drive #38
Austin, TX 78746
Tel: 512-837-8810
Fax: 512-837-1245

United Parcel Service                Trade Debt           $462,458
Attn: David P. Abney, CEO
P.O. Box 7247-0244
Philadelphia, PA 19170
Tel: 404-828-6000
Fax: 404-828-6912

ECCO USA Inc.                        Trade Debt           $459,374
Attn: Thomas Nelson, President
and Kim Abbott
16 Delta Dr
Londonderry, NH 03053
Tel: 603-537-7300
Fax: 603-537-9321
Email: kla@ecco.com

Sun Mountain Sports                  Trade Debt           $458,285
Attn: Rick Reimers, Owner
and Debbie Crietz
301 North 1st Street.
Missoula, MT 59802
Tel: 406-728-9224
Fax: 406-728-8998
Email: Dcreitz@Sunmountain.com

Wilson Sporting Goods Co.            Trade Debt           $383,819
Attn: Roger Talermo, CEO
and Marilyn Jensen
8750 W Bryn Mawr Ave.
Chicago, 1L 60631
Tel: 773-714-6400
Fax: 773-714-4565
Email: Marilyn.Jensen@Wilson.com

David Spence                         Severance            $334,964
Attn: David Spence
14 Langley Avenue
Toronto, ON M4K 1B5 Canada
Tel: 647-629-4441

Pride Manufacturing Co LLC           Trade Debt           $259,763
Attn: Judy Grant
and Heather Elderkin
155 Franklin Rd, Suite 250
Brentwood, TN 37027
Tel: 207-487-3322
Fax: 207-487-3324
Email: Helderkin@Pridesports.com

Eaton Corp. Golf Grip Div.           Trade Debt           $228,420

Attn: President Or General Counsel
and Dana Graham
440 Murray Hill
Southern Pines, NC 28387
Tel: 910-695-2900
Email: danagraham@eaton.com

Excel Trust LP                           Rent             $214,813

Volvik Usa, Inc                       Trade Debt          $209,942
Email: Volvikusa@Earthlink.Net

BMC Software, Inc.                    Trade Debt          $203,510
Email: NAC ollections@bmc.com

Sport Casuals                         Trade Debt          $199,550
Email: allensliukow@sportcasuals.com
       russmaloney@sportcasuals.com

Lamkin                                Trade Debt          $189,306
Email: Customerservice@Lamkingrips.Com
       Steves@Lamkingrips.com

Maibor Corp                           Trade Debt          $183,534
Email: Maibor@Ms9.Hinet.Net
       jeremy@dynastygolf.com.tw

The Proactive Sports Group            Trade Debt          $180,677
Email: Kathyt@Proactivesports.coin

Formosa Golf Corporation              Trade Debt          $176,883
Email: Info@Datamyne.Com
       Ines.Hsiao@Sw-Golf.com


GOLFSMITH INTERNATIONAL: Golf Retailer Files for Bankruptcy
-----------------------------------------------------------
Golfsmith International Holdings, Inc., one of North America's
largest specialty retailers of golf equipment, apparel, and
accessories, commenced a Chapter 11 bankruptcy case attributing its
financial situation to the economic downturns, industry trends, and
global shifts in consumer behavior.

Golfsmith followed in the footsteps of other retailers including,
Sports Authority, Sports Chalet, City Sports, Quiksilver, American
Apparel, Aeropostale, and Pac-Sun, all which have recently sought
Chapter 11 protection in the face of similar market conditions.

Golfsmith, which merged with Canadian-based golf retailer Golf Town
in 2012, plans to shrink its store footprint by closing
underperforming stores and reconfiguring its lease profile.  The
Debtors have identified 20 stores in the U.S. that require prompt
closure and are evaluating other underperforming stores for closing
as well.

The bankruptcy filing also included Golfsmith's 12 affiliates.  The
cases are pending in the U.S. Bankruptcy Court for the District of
Delaware before the Hon. Christopher S. Sontchi, and the Debtors
have requested joint administration of the cases under Case No.
16-12033.

Chief Restructuring Officer Brian E. Cejka said in court documents
that the Debtors' burdensome debt obligations also contributed to
their financial challenges as their capital structure has
significantly limited their ability to invest in and grow their
businesses.  

Golfsmith, which currently operates 109 Golfsmith stores across the
U.S. and 55 Golf Town stores in Canada, estimated assets in the
range of $100 million to $500 million and debts of up to $500
million, as disclosed in the bankruptcy filing.  As of the Petition
Date (i) $100.7 million is outstanding under Golfsmith's first lien
ABL credit facility and (ii) C$125 million is outstanding under a
10.50% second lien senior secured notes due 2018.

The Debtors estimate that approximately $38 million of outstanding
merchandise trade debt is due and payable as of Sept. 12, 2016, of
which amount approximately $4 million is on account of goods
delivered or otherwise provided to them in the 20 days immediately
preceding the Petition Date.

"The retail industry as a whole was severely impacted by the
recession, and, as a result, specialty retailers like GSI, which
focuses on leisure products, were hit particularly hard," Mr.
Cejka averred.  

Mr. Cejka further stated that the Debtors' aggressive expansion
efforts to open large-format stores in excess of 30,000 square
feet, proved unprofitable as their financial condition was weighed
down by a store footprint that is disproportionate to market
demands.  This strategy, he added, led to higher rents and
occupancy costs and reduced store-level productivity.

"The surge in the popularity of golf at the turn of the century
coincided with the rise of professional golfer Tiger Woods'
success," said Mr. Cejka.  As consumers turned away from shopping
in traditional "brick and mortar" retail stores toward a preference
for the convenience provided by shopping on e-commerce platforms,
the enthusiasm underpinning the "Tiger Woods Phenomenon", he
maintained.

Golfsmith's expansion efforts continued through 2012 with the
formation of Golfsmith International Holdings LP.  GSI Holdings was
formed in connection with the merger of United States-based
Golfsmith and Canadian-based golf retailer Golf Town.  GSI Holdings
owns and controls Golfsmith and Golf Town.  

Since 2014, GSI said it has taken a number of steps to improve its
liquidity and operational performance.  These efforts have included
the pursuit of recapitalization and out-of-court strategic
restructuring alternatives, securing additional collateral to
increase available borrowings under the ABL Credit Facility,
negotiations with landlords to secure more competitive lease terms,
pursuing accelerated lease buyouts, securing improved payment terms
with key vendors during off-season periods, reducing employee
headcount, and selling certain non-core assets to generate
additional capital.

In recent months, several of the Company's key vendors have
tightened trade terms, constricting the Company's ability to access
inventory and further shrinking the Company's available borrowings
under the ABL Credit Facility.  This vicious cycle, according to
Mr. Mr. Cejka, has severely limited the Company's ability to
dedicate essential time and resources to investing in operational
growth commensurate with consumer trends.

Before the Debtors commenced these Chapter 11 cases, GSI conducted
an extensive sale process to market the Company, either through
separate sales of Golfsmith and Golf Town, or through a sale of the
entire Company.  GSI retained Jefferies LLC in June 2016 to serve
as the Company's investment banker and architect and execute the
sale process.

The Debtors have designed bidding procedures to be used in
connection with an auction of substantially all of Golfsmith's
assets.  Based on communications between Jefferies and potential
buyers interested in purchasing the Debtors' assets, the Debtors
believe they will receive competitive bids for the sale of
Golfsmith as a going concern.  

"Although the Debtors' primary goal in connection with the Sale
Process is to consummate a value-maximizing going-concern sale
transaction, the Debtors' proposed bidding procedures contemplate,
and the Debtors will consider, consummation of one or more
liquidation transactions should it become necessary," said Mr.
Cejka.

                        CCAA Proceedings

Simultaneously with the commencement of the Chapter 11 cases,
Golfsmith's non-Debtor Canadian affiliates operating as Golf Town
have commenced a proceeding under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice
(Commercial List) in Canada.

Prior to the CCAA filing, and after an extensive auction process,
Golf Town received a binding acquisition proposal from an entity
owned by Fairfax Financial Holdings Limited and CI Investments Inc.
The proceeds of the Golf Town Transaction will be used to
significantly reduce the Debtors' ABL Credit Facility Obligations.
The Canadian affiliates are seeking CCAA approval to implement the
Golf Town Transaction.

Fairfax and CI, which collectively hold approximately 40% of the
Company's Senior Secured Notes, have entered into an agreement with
the Company pursuant to which they and potentially other Senior
Secured Noteholders have agreed to support the Golf Town
Transaction and the Golfsmith Restructuring.  If implemented, the
transactions will result in the going-concern sale of Golf Town and
a reorganization of Golfsmith.

"The Debtors are undertaking to complete the process that they
commenced last June for the sale of substantially all of their
assets on a dual track with the Golfsmith Restructuring.  While the
Sale Process proceeds, the Company intends to advance the Golfsmith
Restructuring with the Supporting Noteholders and to take steps to
refinance or repay the remaining ABL Credit Facility Obligations.
In the event that the Sale Process generates a higher or otherwise
better value for the Debtors' assets, the Debtors will, in
consultation with their creditor constituencies, determine whether
a sale of Golfsmith should be pursued in lieu of the Golfsmith
Restructuring.

"The Golf Town Transaction and the Restructuring Support Agreement
are the result of an extensive exploration of strategic
alternatives by the Company and its professional advisors to
address GSI's financial and operational challenges and to maximize
value for the benefit of its stakeholders," Mr. Cejka said.

                        First Day Motions

Contemporaneously with the filing of their Chapter 11 petitions,
the Debtors have filed certain first day motions seeking relief
that is necessary to enable them to smoothly transition into these
Chapter 11 cases and minimize disruptions to their business
operations.  The Debtors seek, among other things, to assume or
reject unexpired leases of nonresidential real property, obtain
postpetition financing and use cash collateral, continue using
existing cash management system, pay employee obligations, pay
prepetition claims of shippers and lien claimants and prohibit
utility providers from discontinuing services.

A full-text copy of Brian E. Cejka's affidavit is available for
free at http://bankrupt.com/misc/3_GOLFSMITH_Affidavit.pdf

                          About Golfsmith

Founded in 1967 by Carl and Barbara Paul, Golfsmith began as a
provider of custom-made golf clubs, golf club-making components,
and golf club-repair services.  Golfsmith opened its first "brick
and mortar" retail store in Austin, Texas in 1972, and circulated
its first general catalog selling third-party products in 1975.

Golfsmith primarily operated as a catalog-based business until the
1990s, when it embarked on a large-scale expansion.  In 1992,
Golfsmith moved to GSI's present headquarters, a 40-acre campus
that includes corporate administration offices, a practice driving
range, a 30,000-square-foot Golfsmith superstore, and 240,000
square feet of shipping and distribution facilities.  In 1995,
Golfsmith began an aggressive retail expansion with the opening of
superstores in Houston and Dallas, Texas and Denver, Colorado.  In
1997, Golfsmith launched its first e-commerce website to further
expand its direct-to-consumer business.

In October 2002, Golfsmith sold a majority share of its company to
an investment fund managed by First Atlantic Capital, Ltd.  On June
15, 2006, with 56 retail stores in operation, First Atlantic
executed an initial public offering of Golfsmith and listed the
company's common stock on the NASDAQ Exchange under the symbol
"GOLF."

Golf Town was founded in 1998 with the objective of becoming the
market leader in the Canadian retail golf industry.  Golf Town
opened its first store in Toronto, Ontario, Canada in 1999.  It
quickly expanded to open 54 retail stores across Canada and became
the nation's largest retailer of golf equipment, apparel, and
accessories.  In September 2007, Golf Town was acquired for C$240
million and taken private by Toronto-based OMERS Private Equity on
behalf of OMERS Administration Corporation, the administrator of
the OMERS pension plan.  In 2011, Golf Town expanded into the U.S.
market by opening seven stores in the greater Boston area.


GRAMERCY PROPERTY: Fitch Assigns 'BB+' Preferred Stock Rating
-------------------------------------------------------------
Fitch Ratings has assigned first-time ratings to Gramercy Property
Trust (NYSE: GPT) with the Issuer Default Rating (IDR) at 'BBB'.
The Rating Outlook is Stable.

KEY RATING DRIVERS

The ratings are based on GPT's solid credit metrics, strong
management team, granular portfolio of predominantly single-tenant,
triple-net leased assets generating consistent cash flow growth,
and growing unencumbered pool. Fitch expects asset quality to
improve over the next several years as a result of Gramercy's
capital repositioning strategy of disposing of select single- and
multi-tenant assets, and reinvesting those proceeds in target
industrial and, to a lesser extent, specialty assets. The primary
objective of the repositioning is to reduce office exposure to less
than 25% of net operating income (NOI).

These strengths are balanced by less established unsecured debt
capital access and heightened exposure to office, which Fitch views
less favorably. GPT continues to migrate towards a more unsecured
funding model and has multiple unsecured borrowings outstanding;
however, to date the company has issued only one series of
unsecured notes.

GRANULAR PORTFOLIO

As of Aug. 1, 2016 GPT owned a diversified portfolio across 29
states and the U.K. totaling 301 assets (mostly office and
industrial assets), the vast majority of which were single-tenant
and triple-net leased. GPT's largest market, Dallas, represents
9.1% of annual base rents, followed by Chicago (8.0%) and Los
Angeles (6.5%). The portfolio is well diversified across over 200
different tenants in a variety of industry classifications. Key
tenant risk is moderate with the largest tenant (Bank of America,
IDR of 'A') accounting for 7.5% of revenues at June 30, 2016, with
the risk mitigated in part by the issuer's rating and the fact that
the leases are primarily for office rather than bank branches,
which have had declining utilization in recent years.

The company's portfolio generates predictable cash flows, absent
tenant bankruptcies, as evidenced by annual rent bumps of 1.0% to
2.0% over a 10-20-year lease term at the onset and consistent
occupancy. From 2012 to 2016, occupancy did not fall below 96% and
stood at 98.5% as of June 30, 2016. GPT's weighted average
remaining lease term (7.7 years) is below the net lease peer
average of 10.4 years. Fitch expects this to improve as GPT
completes its asset repositioning plans.

HEADLINE METRICS APPROPRIATE FOR 'BBB' RATING

Fitch projects that leverage (excluding the effects of preferred
stock) will settle around 6.0x in 2018, consistent with the
company's stated objective. Leverage was strong at 4.8x for the
quarter ended June 30, 2016 (1Q16), compared to 5.1x for 2015. When
including 50% of the company's preferred stock as debt, leverage
increases by approximately 0.1x, which remains appropriate for the
'BBB' rating.

Fitch projects that GPT's fixed-charge coverage (FCC) ratio will
settle in the mid-to-high 3.0x range by 2018, driven by EBITDA
growth from acquisitions and developments offset in part by
increased interest expense from unsecured bond issuances. GPT's FCC
is solid for the 'BBB' IDR, and was 3.4x for the trailing 12 months
ended June 30, 2016, up from 3.0x in 2015 and 2.9x in 2014.

FAVORABLE DEBT MATURITY PROFILE

Debt maturities are manageable through 2018, with no year
representing more than 6.2% of total debt. Beyond 2018, the
maturities represent a mix of unsecured and secured debt which are
larger in size but still mostly well-spaced. Fitch expects the
company will be able to effectively ladder its debt maturity
profile, which should reduce refinancing risk in any given year.

STORNG LIQUIDITY

Fitch calculates that GPT's liquidity coverage ratio is 4.9x for
the period July 1, 2016 to Dec. 31, 2017, pro forma for recent
acquisitions and dispositions subsequent to June 30, 2016. Fitch
defines liquidity coverage as sources of liquidity (unrestricted
cash, availability under the revolving credit facility (RCF),
expected retained cash flows from operating activities after
dividend payments) divided by uses of liquidity (debt maturities,
development expenditures and capital expenditures).

GPT maintains a conservative payout ratio, paying out 60.4% of its
adjusted funds from operations (AFFO) in dividends in the 2Q16,
compared with 64.2% in the previous quarter and 50.3% in 2015.
Fitch expects the company's payout ratio will sustain in the 60%
range on a long-term basis, a credit positive allowing for
internally generated liquidity that can be used in part to fund new
investments.

EVOLUTION TOWARDS UNSECURED FUNDING PROFILE

To date, the company has only one series of unsecured notes, $150
million of 4.97% nine-year senior notes due 2024. However, other
unsecured borrowings include the RCF, term loans, and convertible
bonds. In December 2015, Gramercy closed on $2.075 billion of
senior unsecured bank credit facilities comprising an $850 million
RCF, a $300 million three-year term loan, a $750 million five-year
term loan and a $175 million seven-year term loan. GPT has
significantly enhanced its capital structure and is a primarily
unsecured issuer and borrower, with 76% of its outstanding
indebtedness unsecured. Fitch expects GPT will continue to reduce
its secured debt by refinancing mortgage maturities and
acquisitions with incremental unsecured debt, which should improve
financial flexibility going forward.

GPT has adequate contingent liquidity from its unencumbered asset
pool. Unencumbered asset coverage of net unsecured debt (UA/UD) is
2.1x when applying a stressed 9% capitalization rate to
unencumbered NOI. This ratio is appropriate for a 'BBB' IDR. The
company continues to pay down mortgage debt, improving the size and
diversity of the unencumbered pool, while the quality remains
relatively unchanged.

CAPITAL REPOSITIONING IMPROVES ASSET QUALITY

Gramercy's main asset-type focus is industrial, which Fitch views
favorably due to the current supply/demand imbalance, which should
result in declines in vacancy. On Dec. 17, 2015, Gramercy and
Chambers Street merged, creating the largest industrial and office
net-lease REIT with an enterprise value of approximately $6
billion. In conjunction with the closing of the merger, Gramercy
began actively repositioning the combined portfolio through the
disposition of select single- and multi-tenant assets, and
reinvesting those proceeds into target industrial, and to a lesser
extent, specialty assets. The primary objective of the
repositioning is to reduce office exposure to less than 25% of NOI.
The continued targeted reduction of office buildings will make the
portfolio less capital intensive over time.

Heightened Office Exposure

Fitch views GPT's heightened exposure to office less favorably,
with office comprising 32% of GPT's cash NOI for the quarter ended
June 30, 2016, pro forma for the TPG transaction. Employee
densification is tempering office demand at the margin, and there
is higher uncertainty with suburban office, as educated millennial
workers continue to seek to live primarily in urban markets, and to
a less extent, transit-oriented premier suburban markets.
Single-tenant suburban office can have contract rents that are
difficult to replicate at lease renewal and can be difficult and
costly to re-tenant and reconfigure as multi-tenant buildings.
Fitch expects the company to reduce exposure of office to below 25%
of portfolio NOI, and notes negative rating action may result if
the company fails to do so.

MANAGEMENT STABILITY

Senior management has significant experience in commercial real
estate, investing, and asset management. The team is led by Gordon
DuGan and Benjamin Harris, who have experience working together at
W.P. Carey. Together the two carry more than 40 years of direct
real estate investment and management experience, while Gramercy's
eight senior officers have an average of approximately 20 years of
real estate experience.

PREFERRED STOCK NOTCHING

The two-notch differential between GPT's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BBB'. Based on Fitch research titled '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.

STABLE OUTLOOK

The Stable Outlook reflects Fitch's expectation that GPT will
operate within its targeted metrics through the rating horizon and
the issuer will have sufficient capacity to address any potential
tenant credit issues.

KEY ASSUMPTIONS

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

   -- Leverage sustaining around 6x;

   -- SSNOI growth of 1.5% throughout the forecast horizon;

   -- GPT will acquire approximately $1 billion of assets per year

      through 2018;

   -- Approximately $25 million of maintenance capital
      expenditures each year from 2016-2018. Capital expenditures
      are low due to primarily triple-net-lease structure and
      long-term leases.

RATING SENSITIVITIES

While Fitch does not envision positive rating momentum in the near
term, the following factors may have a positive impact on GPT's
ratings and/or Outlook:

   -- Fitch's expectation of leverage sustaining below 5.0x
      (leverage was at 4.8x at June 30, 2016, but Fitch expects
      leverage to migrate to 6.0x long term);

   -- Fitch's expectation of FCC sustaining above 3.5x (FCC was
      3.4x for the TTM ended June 30, 2016);

   -- Fitch's expectation of a 2.5x UA/UD ratio at a 9% stressed
      cap rate.

The following factors could result in negative momentum in the
ratings and/or Outlook:

   -- Should GPT be unable or unwilling to access the unsecured
      debt market via public or private placement debt issuances,
      Fitch could downgrade the IDR to 'BBB-' as GPT would have
      relatively weaker access to capital and a higher-risk
      capitalization;

   -- Inability to reduce exposure to office below 25% of NOI
      during the 2-year ratings horizon;

   -- Inability to execute on the monetization of Gramercy Europe
      during the 2-year rating horizon;

   -- Fitch's expectation of leverage sustaining above 6.0x;

   -- Fitch's expectation of FCC sustaining below 2.5x.

Fitch has assigned the following ratings:

   Gramercy Property Trust

   -- Issuer Default Rating (IDR) at 'BBB';

   -- Preferred stock at 'BB+'.

   GPT Operating Partnership LP

   -- Senior unsecured revolving credit facility at 'BBB';

   -- Senior unsecured term loans at 'BBB';

   -- Senior unsecured notes at 'BBB';

   -- Senior unsecured convertible notes at 'BBB'.

The Rating Outlook is Stable.


GRAND PANAMA: Use of AKSIM Cash Collateral on Interim Basis OK
--------------------------------------------------------------
Judge Karen K. Specie of the U.S. Bankruptcy Court for the Northern
District of Florida authorized Grand Panama Resort Properties, LLC
to use AKSIM, LLC's cash collateral on an interim basis.

The Debtor was authorized to use cash collateral to pay ordinary
and necessary operating expenses, including payment for accounting
services for the preparation of monthly operating reports and
financial reporting services,.

The Debtor was directed to make the following monthly adequate
protection payments to AKSIM beginning on September 1, 2016:


                Unit 1-901:      $1,745
     
                Unit 1-2003:     $1,745

                Unit 1-1307:     $1,743

                Unit 1-1303:     $1,743

Judge Specie held that any payments made to AKSIM by the Receiver
during the month of August 2016 will be creditred toward the
adequate protection payments due.

A full-text copy of the Order, dated Sept. 7, 2016, is available at
https://is.gd/NbiVWr

               About Grand Panama Resort Properties

Grand Panama Resort Properties, LLC, filed a chapter 11 petition
(Bankr. N.D. Fla. Case No. 16-50218-KKS) on Aug. 11, 2016.  The
petition was signed by Chad Wade, registered agent.  The Debtor is
represented by Charles M. Wynn, Esq., at Charles M. Wynn Law
Offices, P.A.  

The case is assigned to Judge Karen K. Specie.  

The Debtor has been engaged in rental vacation real estate at Grand
Panama Beach Resort Condominium in Bay County, Florida.

The Debtor disclosed $1.14 million in assets and $1.34 million in
liabilities.  A copy of the Debtor's list of 11 unsecured creditors
is available for free at http://bankrupt.com/misc/flnb16-50218.pdf



GRASS VALLEY: Standard's Bid to Reconsider Lis Pendens Order Denied
-------------------------------------------------------------------
Judge David Nuffer of the United States District Court for the
District of Utah, Central Division denied Standard Plumbing
Company, Inc., and Richard N. Reese's motion for reconsideration
and/or clarification of the state court's March 6, 2015 oral ruling
regarding a motion for release of notice of lis pendens.

On October 2, 2014, Richard N. Reese and Standard Plumbing Supply
Company, Inc., filed a motion to remove five notices of lis pendens
that were recorded by Garth O. Green Enterprises, Inc., et al.,
against property leased by Standard Plumbing.  On March 6, 2015,
Judge Laycock of the Fourth Judicial District Court for Utah
County, State of Utah, rejected the argument of the Standard
Parties and would not remove the five notices of lis pendens on the
subject properties.

The Standard Parties moved for reconsideration of the state court's
ruling, making many of the same arguments they made to the state
court: that specific performance is impossible; that the lis
pendens notices are invalid against a prior conveyance; that the
lis pendens notices are overbroad; and that the lis pendens notices
were used for an improper purpose.  However, Judge Nuffer noted
that those arguments were addressed and rejected by the state court
in its oral ruling on March 6, 2015.  The state court ruled that
specific performance was not "totally impossible at this point;"
that the timing of the lis pendens notices was not material; and
that the notices of lis pendens were "serving the purpose for which
the law allows in the State of Utah."  The state court found it
significant that "the properties here were not deeded away," so
this case could be distinguished from the cases from other
jurisdictions cited by the Standard Parties in which property was
deeded away before the filing of a lis pendens notice.

Judge Nuffer explained that motions for reconsideration are
disfavored and will only be granted if the standard for
reconsideration is met.  The judge held that the standard is not
met here for the following reasons:

     -- changes to the Utah Lis Pendens Statute do not warrant
        reconsideration of the ruling

     -- the Standard Parties have not shown new evidence or other
        equitable considerations which warrant reconsideration.

     -- the state court ruling is not clearly erroneous

     -- the relief requested by the Standard Parties —- release
        of the notices of lis pendens —- may be accomplished by a

        recent settlement agreement between the owners of the
        subject properties, and the plaintiffs.

The case is GARTH O. GREEN ENTERPRISES, INC., a Utah corporation;
GARTH O. GREEN, an individual; and MICHAEL GREEN, an individual,
Plaintiffs and Counterclaim Defendants, v. RANDALL HARWARD, an
individual; RICHARD HARWARD, an individual; HARWARD IRRIGATION
SYSTEMS, INC., a Utah corporation; GRASS VALLEY HOLDINGS, L.P.;
RICHARD N. REESE, an individual; STANDARD PLUMBING SUPPLY COMPANY,
INC., a Utah corporation; DOES 1-10; and ROE CORPORATIONS I-X,
Defendants and Counterclaim Plaintiffs. RICHARD N. REESE, an
individual and STANDARD PLUMBING SUPPLY COMPANY, INC., a Utah
corporation, Third-Party Plaintiffs, v. GW GREEN FAMILY LIMITED
PARTNERSHIP, a Utah limited partnership and WENDY GREEN, an
individual, Third-Party Defendants, Case No. 2:15-cv-00556-DN (D.
Utah), related to The bankruptcy case is In re: GRASS VELLEY
HOLDINGS, L.P., Chapter 11, Debtor.

A full-text copy of Judge Nuffer's August 22, 2016 memorandum
decision and order is available at https://is.gd/m7oFRt from
Leagle.com.

Garth O. Green Enterprises, Garth O. Green, Michael Green are
represented by:

          Adam C. Dunn, Esq.
          Clifford V. Dunn, Esq.
          DUNN LAW FIRM
          110 West Tabernacle
          St. George, UT 84771-2318
          Tel: (435)628-5405
          Fax: (435)628-4145

            -- and --

          Elaine A. Monson, Esq.
          Steven W. Call, Esq.
          RAY QUINNEY & NEBEKER
          36 South State Street, Suite 1400
          Salt Lake City, UT 84111
          Tel: (801)532-1500
          Fax: (801)532-7543
          Email: emonson@rqn.com
                 scall@rqn.com

            -- and --

          Marcus R. Mumford, Esq.
          MUMFORD PC
          405 South Main Street, Suite 975
          Salt Lake City, UT 84111
          Tel: (801)428-2000

GW Green Family Limited Partnership is represented by:

          Elaine A. Monson, Esq.
          Steven W. Call, Esq.
          RAY QUINNEY & NEBEKER
          36 South State Street, Suite 1400
          Salt Lake City, UT 84111
          Tel: (801)532-1500
          Fax: (801)532-7543
          Email: emonson@rqn.com
                 scall@rqn.com

Wendy Green is represented by:

          Adam C. Dunn, Esq.
          Clifford V. Dunn, Esq.
          DUNN LAW FIRM
          110 West Tabernacle
          St. George, UT 84771-2318
          Tel: (435)628-5405
          Fax: (435)628-4145

            -- and --

          Marcus R. Mumford, Esq.
          MUMFORD PC
          405 South Main Street, Suite 975
          Salt Lake City, UT 84111
          Tel: (801)428-2000

            -- and --

          Steven W. Call, Esq.
          RAY QUINNEY & NEBEKER
          36 South State Street, Suite 1400
          Salt Lake City, UT 84111
          Tel: (801)532-1500
          Fax: (801)532-7543
          Email: scall@rqn.com

Standard Plumbing Supply is represented by:

          James T. Burton, Esq.
          Ryan R. Beckstrom, Esq.
          Joshua S. Rupp, Esq.
          KIRTON MCCONKIE
          Key Bank Tower
          36 S. State Street, Suite 1900
          Salt Lake City, UT 84111
          Tel: (801)328-3600
          Fax: (801)321-4893
          Email: jburton@kmclaw.com
                 rbeckstrom@kmclaw.com
                 jrupp@kmclaw.com

            -- and --

          Timothy J. Dance, Esq.
          SNELL & WILMER
          Gateway Tower West
          15 West South Temple, Suite 1200
          Salt Lake City, UT 84101-1547
          Tel: (801)257-1900
          Fax: (801)257-1800
          Email: tdance@swlaw.com

Grass Valley Holdings, Randall Harward, Richard Harward, Harward
Irrigation Systems are represented by:

          Evan A. Schmutz, Esq.
          Aaron R. Harris, Esq.
          Kimberly N. Baum, Esq.
          DURHAM JONES PINEGAR PC
          3301 N. Thanksgiving Way, Suite 400
          Lehi, UT 84043
          Tel: (801)375-6600
          Fax: (801)375-3865
          Email: aharris@djplaw.com
                 kbaum@djplaw.com

Richard N. Reese is represented by:

          James T. Burton, Esq.
          Ryan R. Beckstrom, Esq.
          Joshua S. Rupp, Esq.
          Adelaide Maudsley, Esq.
          KIRTON MCCONKIE
          Key Bank Tower
          36 S. State Street, Suite 1900
          Salt Lake City, UT 84111
          Tel: (801)328-3600
          Fax: (801)321-4893
          Email: jburton@kmclaw.com
                 rbeckstrom@kmclaw.com
                 jrupp@kmclaw.com
                 amaudsley@kmclaw.com

            -- and --

          Timothy J. Dance, Esq.
          SNELL & WILMER
          Gateway Tower West
          15 West South Temple, Suite 1200
          Salt Lake City, UT 84101-1547
          Tel: (801)257-1900
          Fax: (801)257-1800
          Email: tdance@swlaw.com

State Bank of Southern Utah is represented by:

          Steven W. Call, Esq.
          RAY QUINNEY & NEBEKER
          36 South State Street, Suite 1400
          Salt Lake City, UT 84111
          Tel: (801)532-1500
          Fax: (801)532-7543
          Email: scall@rqn.com

                   About Grass Valley Holdings

Based in Springville, Utah, Grass Valley Holdings, L.P., is a
holding company for real property located in Utah as well as an
interest in real property located in Idaho Falls, Idaho.

Grass Valley Holdings commenced a Chapter 11 bankruptcy case
(Bankr. D. Utah Case No. 15-24513) in Salt Lake City, Utah, on May
15, 2015.

The Debtor disclosed $21,478,874 in assets and $13,187,245 in
liabilities as of the Chapter 11 filing.

The case is assigned to Judge R. Kimball Mosier.  The Debtor is
represented by Gary E. Jubber, Esq., and Douglas J. Payne, Esq.,
at Fabian and Clendinin, in Salt Lake City.


GREAT WESTERN PETROLEUM: Moody's Assigns B3 CFR
-----------------------------------------------
Moody's Investors Service assigned first time ratings to Great
Western Petroleum, LLC ("GWP"), including a B3 Corporate Family
Rating (CFR), B3-PD Probability of Default Rating (PDR), and a Caa1
rating to its proposed $300 million senior unsecured notes
offering.  The rating outlook is stable.

Proceeds from the proposed offering are expected to be used to
refinance outstanding term and revolver borrowings and partially
fund recently entered acquisitions.

"GWP's hedging program and low breakeven cost acreage in the DJ
basin help soften the negative impacts of the weak commodity price
environment, said Moody's Assistant Vice President, Morris
Borenstein.  "Restarting its 1-rig development program, GWP's
production growth beyond 2016 will result in outspending cash flows
for the next three years."

Ratings assigned:

Issuer: Great Western Petroleum, LLC

  Corporate Family Rating (CFR) at B3;

  Probability of Default (PDR) at B3-PD;

  $300 million senior unsecured notes due 2021 at Caa1 (LGD5)

Outlook action:

  Rating outlook is stable.

                         RATINGS RATIONALE

GWP's B3 CFR reflects its small size and scale with average daily
production not expected to exceed 20,000 boe/d until at least the
second half of 2017 based on the current 1-rig program.  The rating
is constrained by the company's single basin focus, with all of its
operations concentrated in the Denver-Julesburg (DJ) Basin,
moderately high debt levels relative to proved developed (PD)
reserves, and Moody's expectation of GWP outspending cash flow for
the next few years as it grows its production base.  The company's
oil takeaway differentials are high at over $6.00 in 2016, however,
with new takeaway capacity coming on line late in 2016, combined
with increasing production, differentials should improve over
time.

The ratings benefit from GWP's liquids-rich production mix, rising
EBITDA despite weak commodity prices, and it's low-cost acreage in
the DJ that supports generating healthy cash margins.  The
company's production is well hedged for the remainder of 2016 and
its oil and natural gas is roughly 60% hedged for 2017, garnering
economic realized prices through 2017.  Growth in production and
reserves should mostly offset additional debt incurred as the
company outspends cash flows in 2017.

Moody's expects GWP's liquidity profile to be good through 2017,
supported by sufficient revolver capacity to fund its cash flow
outspend as CAPEX ramps up to grow production.  The revolver's $215
million borrowing base due June 2019 is subject to upcoming
redeterminations on Oct. 1, 2016, and July 1, 2017.  The company
faces no near-term maturities, and Moody's expects healthy cushion
for future compliance under the financial covenants in GWP's bank
credit agreement.

The stable rating outlook reflects Moody's expectation that GWP
will grow production above 20,000 boe/d over the next 12 to 18
months while maintaining healthy liquidity and improving its
leverage metrics.  The ratings could be upgraded if daily
production exceeds 25,000 boe/d, debt/PD reserves decline to under
$12, while maintaining retained cash flow to debt above 20%.  The
ratings could be downgraded if retained cash flow to debt fell
below 10% or production does not grow as anticipated in response to
the increased capex.  The ratings could also be downgraded if
liquidity materially weakened.

In accordance with Moody's Loss Given Default (LGD) Methodology,
the proposed $300 million senior unsecured notes due 2021 are rated
Caa1 (LGD5), one notch below the B3 CFR, because of the priority
claim that the $215 million secured borrowing base has to the
company's assets.

The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011.

Headquartered in Denver, Colorado, Great Western Petroleum, LLC
("GWP") is a private, independent exploration & production (E&P)
company with all of its operations in the Wattenberg Field of the
Denver-Julesburg Basin (DJ).  The company has roughly 45,600 net
acres (excluding pending acquisitions) primarily in the Greater
Wattenberg.  Average daily production at June 30, 2016, was 13,820
BOE/d.  GWP is privately owned by The Broe Group and ActOil
Colorado, LLC.  Proved developed and total proved reserves as of
June 30, 2016, were 16 MMBOE and 70 MMBOE, respectively.


GREAT WESTERN PETROLEUM: S&P Assigns B- Corp. Credit Rating
-----------------------------------------------------------
S&P Global Ratings said that it assigned its 'B-' corporate credit
rating to Great Western Petroleum LLC.  The rating outlook is
stable.

At the same time, S&P assigned its 'CCC+' issue-level rating and
'5' recovery rating to the company's proposed $300 million senior
unsecured notes.  The '5' recovery rating indicates S&P's
expectation for modest (10% to 30%; lower half of the range)
recovery of principal in the event of a payment default.  Great
Western Finance Corp. is the coborrower of the debt.

S&P expects the company to use the proceeds from the proposed
unsecured notes to refinance its existing credit facility and
second-lien notes, and for other general corporate purposes.

"The ratings on Great Western reflect our assessment of the
company's vulnerable business risk, aggressive financial risk
profile, and adequate liquidity," said S&P Global Ratings' credit
analyst Aaron McLean.  This reflects the company's small reserve
base and production, large proportion of proved undeveloped (PUD)
reserves, and limited geographic diversification.  Great Western
will be one of the smallest companies with respect to both reserves
and daily production that S&P rates.  Partly offsetting these
factors are the company's low costs and high proportion of liquids.


The stable outlook reflects S&P's expectation that despite the
current lower price environment, Great Western will continue to
expand production as it develops its reserves in the DJ basin while
maintaining adequate liquidity.  S&P expects that the company will
maintain credit measures that S&P considers appropriate for the
current rating, including FFO/debt of about 30% through 2017.

S&P could lower the rating over the next 12 months if FFO/debt
falls to what S&P would view as unsustainable leverage or liquidity
becomes less than adequate.  Such a scenario would likely occur if
the company fails to expand production as currently forecasted
while significantly outspending cash flows.

Given the limited scale and geographic concentration of the
company's reserves and production, S&P views an upgrade over the
next year as unlikely.  However, S&P could raise the rating if the
company expands its production and reserve base in line with
higher-rated peers while maintaining a sustainable capital
structure and adequate liquidity.


GRIMMETT BROTHERS: Hires Tarbox Law as Bankruptcy Counsel
---------------------------------------------------------
Grimmett Brother's, Inc. seeks authorization from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
Tarbox Law, P.C. as bankruptcy counsel.

The Debtor requires Tarbox Law to:

   (a) prepare all motions, notices, orders and legal papers
       necessary to comply with the requisites of the U.S.
       Bankruptcy Code and Bankruptcy Rules;

   (b) counsel the Debtor regarding preparation of operating
       reports, motions for use of cash collateral, and
       development of a Chapter 11 Plan of Reorganization;

   (c) advise the Debtor concerning questions arising in the
       conduct of the administration of the estate and concerning
       the Trustee's rights and remedies with regard to the
       estate's assets and the claims of secured, preferred and
       unsecured creditors and other parties in interest; and

   (d) assist the Debtor with any and all sales of assets, closing

       of such sales and distributions to creditors.

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

Max Tarbox of Tarbox Law 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.

Tarbox Law can be reached at:

       Max R. Tarbox, Esq.
       TARBOX LAW, P.C.
       2301 Broadway
       Lubbock, TX 79401
       Tel: (806) 686-4448
       Fax: (806) 368-9785

                   About Grimmett Brother's

Grimmett Brother's, Inc., based in Snyder, Tex., filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 16-50183) on August 26, 2016.
The Hon. Robert L. Jones presides over the case.  Max Ralph Tarbox,
Esq., at Tarbox Law, P.C., serves as bankruptcy counsel.

In its petition, the Debtor estimated $10 million to $50 million in
assets and $1 million to $10 million in liabilities. The petition
was signed by Billy Grimmett, president.



HANJIN SHIPPING: Creditors Seek to Keep Ships Anchored in US Waters
-------------------------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal Pro Bankruptcy,
reported that creditors of Hanjin Shipping Co., fearful of having
their collateral disappear over the horizon, have asked a U.S.
bankruptcy judge to reconsider a ruling preventing them from
seizing several of the South Korean carrier's ships.

According to the report, a group of creditors who have gone unpaid
for services like towing and fueling say that the judge's order
shouldn't apply to vessels chartered by Hanjin because they aren't
legally its property.  The creditors have liens against Hanjin
ships that would ordinarily allow them to foreclose on the vessels,
the report related.

Unless the U.S. judge intervenes, ships that have unloaded their
cargo in the U.S. are free to set sail for foreign ports that may
not recognize the creditors' rights, the report further related.

At least seven Hanjin vessels have been "arrested" at ports in
China, Singapore, India and elsewhere, according to a carrier's
vessel status report, the report said.

Dan Harris, Esq. -- dan@harrismoure.com -- a lawyer at the boutique
Seattle law firm of Harris Moure, who often works with businesses
with operations in China, told WSJ that shipowners and other Hanjin
creditors will be looking to arrest vessels in places that won't
enforce a U.S. court order.

"China does not enforce U.S. judgments," Mr. Harris told WSJ.
"They're not required to under any international law and they
don't."

The carrier still has a total of 93 of its cargo vessels -- 79
container ships and 14 bulk carriers -- stranded at sea globally, a
Hanjin Shipping spokeswoman said, the report related.  Some Hanjin
vessels are running low on supplies for crew, and to keep the ships
running the company says it has begun supplying daily necessities
-- including food and water -- to stranded crews on certain ships,
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: Court Extends Plan Filing Period to January 6
----------------------------------------------------------------
Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the
Northern District of Illinois extended The Harrington & King
Perforating Co., Inc. and Harrington & King South, Inc.'s exclusive
periods to file a plan and solicit acceptances to the plan, to
January 6, 2017 and March 7, 2017, respectively.

Judge Thorne held that other parties in interest may file a plan
if:

     (a) a trustee has been appointed in the case;

     (b) the Debtors have not filed a plan on or before January 6,
2017; or

     (c) the Debtors have not filed a plan that has been accepted
before March 7, 2015, by each class of claims or interests that is
impaired under the plan.

The Debtors previously sought the extension of their exclusive
periods, contending that they were in the midst of stabilizing
their businesses and making operational improvements which will
form one of the bases of a plan of reorganization, the results of
which will materially affect the Debtors' plan.  The Debtors
further contended that they cannot propose a plan without knowing
the universe of claims which are filed in their case considering
that the general bar date is set for Oct. 5, 2016, and the bar date
for governmental units id Nov. 3, 2016, where both periods are set
after the exclusive periods end.

       About The Harrington & King Perforating Co., Inc.

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.



HAYDEL PROPERTIES: Hires Lentz & Little as Counsel
--------------------------------------------------
Haydel Properties, LP seeks authorization from the U.S. Bankruptcy
Court for the Southern District of Mississippi to employ Lentz &
Little, P.A. as counsel.

The Debtor requires Lentz & Little to:

   (a) advise and consult with the Debtor-In-Possession concerning

       questions arising in the conduct and administration of the
       estate and concerning the Debtor-In-Possession's rights and
   
       remedies with regard to the estate's assets and claims of
       secured, preferred and unsecured creditors and other
       parties in interest; and

   (b) assist in the preparation of such pleadings, motions,
       notice and orders as are required for orderly
       administration of the estate.

Lentz & Little will be reimbursed for reasonable out-of-pocket
expenses incurred.

Prior to the filing of the petition, Lentz & Little received a
retainer of $1,717 from the Debtor.

William J. Little, Jr., shareholder of Lentz & Little, 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.

Lentz & Little can be reached at:

       William J. Little, Jr., Esq.
       LENTZ & LITTLE, P.A.
       2505 14th Street, Suite 100
       Gulfport, MS 39501
       Tel: (228) 867-6050
       E-mail: bill@lentzlittle.com

                   About Haydel Properties, LP

Haydel Properties, LP, based in Gulfport, Miss., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 16-51259) on July 27, 2016.
The Hon. Katharine M. Samson presides over the case.  William J.
Little, Jr., Esq., at Lentz & Little, P.A., serves as bankruptcy
counsel.

In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Michael D.
Haydel, manager of general partner.



HD SUPPLY: Moody's Lowers Rating on Term Loan Due 2021 to B1
------------------------------------------------------------
Moody's downgraded both HD Supply, Inc.'s Sr. Sec. Term Loan due
2021 and $1.25 billion of Sr. Sec. Notes due 2021, which are pari
passu to each other, to B1 from Ba3, following the company's recent
announcement that it will redeem its Sr. Unsec. Notes due 2020.  In
a related rating action, Moody's assigned a B1 to the company's
proposed $550.0 million Sr. Sec. Incremental Term Loan due 2023,
which will rank pari passu to HDS's other secured debt. HDS
anticipates a reduced rate for both term loans relative to existing
pricing.  With the exception of maturity date, the incremental term
loan will have the similar terms and condition as the existing
first lien term loan due 2021.  Proceeds from the incremental term
loan, about $228 million of cash on hand, and $600 million draw
under the company's senior secured asset-based revolving credit
facility (unrated) will be used to redeem the company's existing
7.50% Sr. Unsec. Notes due 2020, at which time the rating for this
credit facility will be withdrawn, to pay call premium, accrued
interest, and related fees and expenses.  HDS' B1 Corporate Family
Rating, B1-PD Probability of Default Rating, B3 unsecured debt
rating, and SGL-1 Speculative Grade Liquidity Rating are not
impacted.  The rating outlook remains positive.

Moody's view the redemption of Notes due 2020 as a credit positive.
HDS indicated cash interest savings are nearly
$65 million per year.  HDS will not begin to reap the benefits of
these lower cash interest payments for another year, since it will
pay cash for call premium, and related fees and expenses.  Relative
size of interest savings is meaningful when compared to total cash
interest payments projected of around $300 million for 2016.
Inclusive of the refinancing that saved additional interest
payments earlier this year, adjusted interest coverage -- measured
as EBITA-to-interest expense -- improves to nearly 2.75x on a pro
forma basis from 1.9x for LTM 1Q16.

Assignments:

Issuer: HD Supply, Inc.

  Senior Secured Bank Credit Facility, Assigned B1 (LGD4)

Downgrades:

Issuer: HD Supply, Inc.

  Senior Secured Bank Credit Facility due 2021, Downgraded to B1
   (LGD4) from Ba3 (LGD3)
  Senior Secured Regular Bond/Debenture due 2021, Downgraded to B1

   (LGD4) from Ba3 (LGD3)

                        RATINGS RATIONALE

The downgrade of the company's secured debt to B1 from Ba3 results
from the reconfiguration of the company's debt capital structure.
Term debt, which is being increased to about $1.4 billion from $844
million, and Sr. Sec. Notes due 2021, now represent the
preponderance of debt in HDS' capital structure.  In addition, the
reduction of unsecured debt by $1.275 billion decreases the amount
of first-loss absorption in a recovery scenario relative to the
secured debt, further warranting the downgrade.

HDS' SGL-1 Speculative Grade Liquidity Rating remains appropriate
at this time, despite the company using $828 million of liquidity,
$600 million revolver borrowings and $228 million of cash hand, to
facilitate the redemption of its Notes due 2020.  Moody's still
expects operating cash flow is more than sufficient to fund its
normal operating requirements and capital expenditures to support
ongoing demand and growth initiatives.  Excess cash flow will be
used to reduce revolver borrowings.

The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in December 2015.

HD Supply, Inc., headquartered in Atlanta, GA, is one of the
largest North American industrial distributors providing products
and services to the maintenance, repair and operations,
infrastructure and specialty construction sectors.  HDS operates
three segments: Facilities Maintenance, Waterworks, and
Construction and Industrial.  Revenues for the 12 months through
July 31, 2016, totaled approximately $7.3 billion.


HD SUPPLY: S&P Assigns 'BB' Rating on New $550MM Term Loan B-2
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '2'
recovery rating to HD Supply Inc.'s new $550 million term loan B-2
due 2023.  The '2' recovery rating indicates S&P's expectation for
substantial recovery (70%-90%; lower end of the range) in the event
of a payment default.

All of S&P's other ratings on Atlanta-based HD Supply are
unaffected.  S&P expects that the industrial distribution company
will use the proceeds from the term loan, along with cash on hand
and about $600 million of borrowings under its $1.5 billion
asset-backed revolving credit facility, to repay its existing
$1.275 billion 7.5% senior notes due 2020.

The positive outlook on HD Supply reflects the potential that S&P
may upgrade the company if it continues to improve its credit
measures.  Specifically, S&P may upgrade HD Supply if S&P expects
that its funds from operations (FFO)-to-total debt ratio will
remain above 20% while its debt-to-EBITDA metric stays consistently
below 4x.  S&P estimates that the company's FFO-to-total debt ratio
was more than 13% and its debt-to-EBITDA metric was nearly 4.5x for
the trailing 12 months ended July 31, 2016.

RECOVERY ANALYSIS

Key analytical factors

   -- S&P is updating its recovery analysis on HD Supply's debt
      obligations to reflect the proposed $550 million term loan
      B-2.

   -- S&P's recovery ratings on all of the company's debt
      instruments are unchanged.

Simulated default assumptions

   -- S&P valued the company on a going concern basis using a 7x
      multiple of its projected emergence EBITDA of $425 million.

   -- S&P estimates that, for the company to default, its EBITDA
      would need to decline materially, representing a significant

      deterioration from the company's current state of business.

Simplified waterfall

   -- Net enterprise value (after administrative costs):
      $2.826 billion
   -- Valuation split (obligors/nonobligors): 95%/5%
   -- Asset-based lending (ABL) claims (60% utilized ABL
      facility): $807 million
      -- Recovery expectations: 90%-100%
   -- Collateral value available to first-lien secured creditors:
      $1.889 billion
   -- Secured first-lien debt claims: $2.685 billion
      -- Recovery expectations 70%-90% (lower half of the range)
   -- Total value available to unsecured claims: $6 million
   -- Senior unsecured debt claims: $1.029 billion
   -- Other pari passu unsecured claims: $796 million
      -- Recovery expectations: 0%-10%

Note: All debt amounts include six months of accrued and unpaid
prepetition interest.

RATINGS LIST

HD Supply Inc.
Corporate Credit Rating             BB-/Positive/--

New Rating

HD Supply Inc.
$550M Term Loan B-2 Due 2023        BB
  Recovery Rating                    2L


HEARTLAND FARMS: Names Michael Martin as Special Counsel
--------------------------------------------------------
Heartland Farms, Inc. seeks authorization from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Michael D.
Martin, P.A. as special counsel in the case of Heartland Farms,
Inc. vs. Randy Padgett, dba Padgett Spreader Service.

The Debtor requires the counsel to:

   (a) represent the Debtor in filing and prosecuting the afore-
       mentioned proceeding through the presently pending appeal;
       and

   (b) if successful on appeal, prosecuting the case until it is
       resolved.

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

Mr. Martin 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.

The counsel can be reached at:

       Michael D. Martin, Esq.
       MICHAEL D. MARTIN, P.A.
       200 Lake Morton Dr Ste 200
       Lakeland, FL 33801-5318
       Tel: (863) 686-6700

Heartland Farms, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-02381) on March 21,
2016.  The petition was signed by Ronald Moye, president.  The
Debtor is represented by Pierce J Guard, Jr., Esq., at The Guard
Law Group, PLLC.  The Debtor estimated assets of $0 to $50,000 and
debts of $1 million to $10 million.


HIGGINSVILLE, MO: S&P Lowers Rating on 2010 Sewerage Bonds to BB+
-----------------------------------------------------------------
S&P Global Ratings lowered its long-term rating to 'BB+' from
'BBB-' on Higginsville, Mo.'s series 2010 sewerage system revenue
bonds.  The outlook is stable.

"The downgrade reflects the system's structural imbalance due to
the spending down of cash and interfund borrowing to meet its
obligations during fiscal 2012 through 2015," said S&P Global
Ratings credit analyst Gregory Dziubinski.  The stable outlook
reflects the significant rate increase in sewer rates in April
2015, which S&P expects will help stabilize the system's finances.

The 'BB+' rating reflects the combination of a strong enterprise
risk profile and a vulnerable financial risk profile.

The city's pledge of sewerage system net revenues secures the
bonds.  The sewer system serves a stable base of about 1,940
customers, unchanged since 2009, across 3.5 square miles in western
Missouri's Lafayette County.


HILTZ WASTE: Seeks Authorization to Use Cash Collateral
-------------------------------------------------------
Hiltz Waste Disposal, Inc., asks the U.S. Bankruptcy Court for the
District of Massachusetts for authorization to use cash
collateral.

The Debtor operates on land in Gloucester, Massachusetts owned by
Kondelin Road, LLC.  The Property comprises approximately five
acres and contains a headquarters building, a transfer station,
recycling center, and a garage for maintaining and servicing refuse
vehicles.

The Debtor is indebted to secured creditors First National Bank of
Ipswich, in the total amount of $3,221,000, and Cape Ann Savings
Bank, in the amount of $634,000, as of the Petition Date.

The Debtor relates that Kondelin Road's Property, as well as the
Debtor's inventory, equipment, vehicles and any accessories
thereto, are subject to First Ipswich's security interests.  The
Debtor further relates that Cape Ann Savings Bank has a security
interest in the refuse collection trucks that the Debtor acquired
between September 2014 and October 2015.

The Debtor proposes to grant First Ipswich with a replacement lien
and continuing post-petition security interest in the Debtor's
assets subject to its security interest to the extent of diminution
and to the extent granted administrative expense status.

The Debtor's Projected Cost of Sales for the months ended Sept. 30,
2016, Oct. 31, 2016, and November 30, 2016, provides for total cost
of sales in the amount of $1,155,450.  The Debtor's Projected
Schedule of Operating Expenses for the same three-month period
provides for total operating expenses in the amount of $380,975.

A full-text copy of the Debtor's Motion, dated Sept. 7, 2016, is
available at https://is.gd/qWY8HU

A full-text copy of the Debtor's Projected Cost of Sales, dated
Sept. 7, 2016, is available at https://is.gd/pZ2Vn3

A full-text copy of the Debtor's Projected Schedule of Operating
Expenses, dated Sept. 7, 2016, is available at
https://is.gd/fVveUU

The case is In re Hiltz Waste Disposal, Inc. (Bankr. D. Mass. Case
No. 16-13459).


HORIZON PHARMA: Moody's Retains B2 CFR on Raptor Acquisition
------------------------------------------------------------
Moody's Investors Service commented that Horizon Pharma PLC's
announcement that it will acquire Raptor Pharmaceutical Corp.
(unrated) for approximately $800 million is credit negative.  The
acquisition results in pro forma LTM debt/EBITDA of over 6.5x.
There are no changes to the ratings of Horizon's subsidiary Horizon
Pharma Inc. (Corporate Family Rating of B2 stable) or stable
outlook at this time primarily because Moody's anticipates
deleveraging through strong EBITDA growth.  The exact financing mix
has not been determined, and could result in changes in the ratings
of Horizon's specific debt instruments including the senior
unsecured notes rated B2.


IMS HEALTH: Moody's Raises CFR to Ba2, Outlook Stable
-----------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating and
Probability of Default Rating of IMS Health Incorporated to Ba2 and
Ba2-PD, from Ba3 and Ba3-PD, respectively.  Moody's also upgraded
the senior secured rating of IMS Health to Ba1 from Ba2 and the
senior unsecured rating to Ba3 from B2.  Moody's also upgraded the
Speculative Grade Liquidity Rating to SGL-1 from SGL-2, signifying
the expectation of very good liquidity over the next 12 months.
This concludes the rating review for IMS Health that was initiated
on May 3, 2016.  The outlook is stable.

These rating actions address the new capital structure associated
with the merger of IMS Health Holdings Inc. and Quintiles
Transnational Holdings Inc.  The merged company will be named
Quintiles IMS Holdings, Inc. which will be the publicly traded
company.  IMS Health Incorporated, which will include the assets of
Quintiles following the merger, will be the borrower of all the
debt in the capital structure and will be a wholly owned subsidiary
of Quintiles IMS.  The acquisition is expected to close early in
the fourth quarter of 2016.

The upgrade of IMS Health's ratings reflects the enhanced scale,
diversity and market presence of the combined company.  Further,
the financial leverage of the combined company will be lower than
stand-alone IMS Health due to the all-equity merger with Quintiles.
Moody's anticipates initial debt/EBITDA of around 4.0x following
the merger.

Following the close of the merger, Quintiles' senior secured credit
facilities will be repaid, and Quintiles' $800 million 4.875%
unsecured notes (which will continue to be rated Ba3) will be
assumed by IMS Health.  As a result, following the close of the
merger, Moody's will withdraw the stand-alone ratings of
Quintiles.

IMS Health Incorporated:

Ratings Upgraded:
  Corporate Family Rating to Ba2 from Ba3
  Probability of Default Rating to Ba2-PD from Ba3-PD
  Senior secured USD/EUR Term Loan B ($2.5 billion) to Ba1 (LGD2)
   from Ba2 (LGD3)
  Senior unsecured EUR notes ($305 million) due 2023 to Ba3 (LGD
   5) from B2 (LGD6)
  Speculative Grade Liquidity Rating to SGL-1 from SGL-2

Ratings assigned:

  Senior secured revolving credit facility (extended and upsized
   to $1 billion) at Ba1 (LGD 2)
  Senior secured USD/EUR Term Loan A (extended and upsized to
   $1.3 billion) at Ba1 (LGD2)
  New Senior unsecured USD/EUR notes ($1.5 billion) due 2026/2024
   at Ba3 (LGD 5)

Ratings upgraded and to be withdrawn upon repayment:

  Senior unsecured USD notes ($500 million) due 2020 to Ba3
   (LGD 5) from B2 (LGD6)
  Existing Senior secured revolving credit facility to Ba1 (LGD 2)

   from Ba2 (LGD3)
  Existing Senior secured USD/EUR Term Loan A to Ba1 (LGD2) from
   Ba2 (LGD3)

The outlook is stable.

                         RATINGS RATIONALE

The Ba2 Corporate Family Rating reflects the company's considerable
size, scale and strong market positions as both a pharmaceutical
contract research organization (CRO) and pharmaceutical data and
analytics provider.  The ratings are also supported by the
company's good operating cash flow and very good liquidity.  The
ratings reflect Moody's expectation for a moderate appetite for
leverage, with debt/EBITDA of around 4.0x.  While earnings will
grow as a result of favorable underlying market dynamics, Moody's
does not anticipate material debt repayment and believes that most
cash flow will go towards share repurchases and tuck-in
acquisitions.  The ratings are also constrained by the potential
for integration disruption given the transformational nature of the
merger.

Moody's could upgrade the ratings if Quintiles and IMS are
successfully integrated and are able to maintain consistent revenue
growth and favorable profit margins.  If Moody's expects the
company to maintain adjusted debt/EBITDA below 3.5x, the ratings
could upgraded.

Moody's could downgrade the ratings if IMS Health experiences
revenue declines and/or margin erosion in its core markets, or
experiences significant disruption from the merger.  Further,
aggressive debt funded share repurchases or acquisitions could lead
to a downgrade.  For example, if Moody's expects adjusted debt to
EBITDA to be sustained above 4.5 times, ratings could be
downgraded.

Quintiles IMS will be a leading global provider of outsourced
contract research and contract sales services to pharmaceutical,
biotechnology and medical device companies.  The company will also
be a leading provider of critical sales and other market
intelligence primarily to the pharmaceutical and biotech
industries.  Moody's expects annual net revenues to exceed
$7 billion.


IMS HEALTH: S&P Assigns Prelim. BB+ Rating on New Sr. Unsec. Notes
------------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'BB+' issue-level
rating to IMS Health Inc.'s new senior unsecured
U.S.-dollar-denominated unsecured notes due 2026 and senior
unsecured Euro-denominated unsecured notes due 2024.  Danbury,
Conn.-based health care information and technology services
provider IMS Health Inc. is merging with clinical research
organization Quintiles Transnational Holdings Inc., and announced
today its intention to issue $1.5 billion in senior unsecured notes
in U.S. dollar and Euro tranches.

S&P expects IMS to primarily use the proceeds in combination with
its extended and upsized term loan A to extinguish its own 6%
senior unsecured notes due 2020 and term loans existing at
Quintiles.  IMS Health and Quintiles announced their intention to
merge in May 2016, and the new notes are related to that
transaction and must be repaid if the merger does not occur.

S&P bases its ratings on the new notes on the expected 'BBB-'
corporate credit rating on the merged company.

The preliminary ratings are subject to regulatory and shareholder
approval of the proposed merger and S&P's review of the final
documentation.  If S&P do not receive the final documentation
within a reasonable time frame, or if the final documentation or
implementation departs from the materials S&P has already reviewed,
it reserves the right to withdraw or revise its ratings.

"Our preliminary 'BB+' issue-level rating reflects our expectation
for a stronger corporate credit profile for the combined company
Quintiles IMS Holdings Inc. than IMS Health as a stand-alone
business.  We expect the post-merger company to have lower leverage
(in the 3x to 4x range) and a more favorable business position from
the combination of two leaders in their respective markets.  We
believe that the credit risk of IMS will be equal to the final
credit risk of Quintiles IMS Holdings Inc., given that we expect
the results of all of the combined company's operating subsidiaries
to flow through IMS Health Inc.  The senior unsecured issue-level
rating, which will be one notch below the expected corporate credit
rating of 'BBB-', also reflects our expectation that the senior
secured facilities and other priority claims will exceed 20% of the
combined company's adjusted assets," S&P said.

S&P's corporate credit rating on IMS Health is 'BB-' and remains on
CreditWatch, where it placed it with positive implications on May
4, 2016, following announcement of the merger.

RATINGS LIST

IMS Health Inc.
Corporate Credit Rating                     BB-/Watch Pos/--

New Rating
IMS Health Inc.
Senior Unsecured
  U.S.-dollar-denominated notes due 2026     BB+ (prelim.)
  Euro-denominated notes due 2024            BB+ (prelim.)


INTERLEUKIN GENETICS: Registers 122.6 Million Shares for Resale
---------------------------------------------------------------
Interleukin Genetics, Inc. filed a Form S-1 registration statement
with the Securities and Exchange Commission relating to the resale,
from time to time, by Bay City Capital Fund V, L.P., Growth Equity
Opportunities Fund III, LLC, Pyxis Innovations Inc. et al., or
their pledgees, donees, transferees, or other successors in
interest of up to 122,585,504 shares of the Company's common stock.
These shares consist of (1) 56,262,571 issued and outstanding
shares issued to investors in a private placement transaction
completed on July 29, 2016, referred to as the 2016 Private
Placement, (2) 56,262,571 shares underlying warrants issued to
investors in the 2016 Private Placement and (3) 10,060,362 shares
underlying warrants issued to the Company's lender in consideration
for restructuring of its debt facility in August, 2016.

The Company's common stock is traded on the OTCQB under the symbol
"ILIU".  On Sept. 9, 2016, the closing sale price of the Company's
common stock on the OTCQB was $0.20 per share.

The selling stockholders may offer and sell any of the shares from
time to time at fixed prices, at market prices or at negotiated
prices, and may engage a broker, dealer or underwriter to sell the
shares.  

A full-text copy of the Form S-1 prospectus is available at:

                       https://is.gd/1GtWzz

                         About Interleukin

Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized
health company that develops unique genetic tests to provide
information to better manage health and specific health risks.

Interleukin reported a net loss of $7.89 million on $1.44 million
of total revenue for the year ended Dec. 31, 2015, compared to a
net loss of $6.33 million on $1.81 million of total revenue for the
year ended Dec. 31, 2014.

As of June 30, 2016, Interleukin had $2.65 million in total assets,
$8.27 million in total liabilities, and a total stockholders'
deficit of $5.62 million.

Grant Thornton LLP, in Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has incurred
recurring losses from operations and has an accumulated deficit
that raise substantial doubt about the Company's ability to
continue as a going concern.


INTERNATIONAL ELECTRIC: Suit vs. A&G, GAIC Sent to Virginia Court
-----------------------------------------------------------------
Judge Robert D. Berger of the United States District Court for the
District of Kansas transferred to the United States District Court
for the Western District of Virginia the adversary proceeding
captioned International Electric, Inc., United States of American,
ex rel. International Electric, Inc., Plaintiffs, v. Anthony &
Gordon Construction Co., Inc., Great American Insurance Company,
Defendants, Adversary No. 15-6063 (Bankr. D. Kan.).

International Electric, Inc., commenced the adversary proceeding
against Anthony & Gordon Construction Co., Inc., and Great American
Insurance Company for breach of contract and recovery of money for
services rendered.  International Electric filed a three-count
complaint against A&G and GAIC, alleging: (Count I) breach of
contract; (Count II) unjust enrichment; and (Count III) recovery
upon payment bond pursuant to the Miller Act.

On September 8, 2015, A&G Filed a motion to dismiss under Fed. R.
Civ. P. 12(b)17 asserting that the court: (1) lacks authority to
enter judgment under Article III of the United States Constitution;
(2) lacks personal jurisdiction over A&G; (3) is the improper venue
under the Miller Act and 28 U.S.C. section 1409(c); and (4) may not
enter final judgment because the instant action is a non-core
proceeding and A&G does not consent to entry of a final judgment.
On September 11, 2015, GAIC joined A&G's motion to dismiss,
incorporating: (1) lack of Constitutional authority under Article
III; (2) lack of personal jurisdiction; and (3) improper venue.

Judge Berger held that the court has personal jurisdiction over A&G
and GAIC because Bankruptcy Rule 7004(d) provides for nationwide
service of process, and thus, bankruptcy courts have nationwide
personal jurisdiction.  Further, the judge also noted that there
are no assertions that either A&G or GAIC lack the necessary
minimum contacts with the United States.

Judge Berger, however, held that the court lacks authority to enter
a final judgment under Article III of the United States
Constitution, because International Electric's assertions against
A&G and GAIC for breach of contract, unjust enrichment, and for
recovery upon a payment bond under the Miller Act are all non-core
claims under 28 U.S.C. section 157.

Judge Berger found that, under 40 U.S.C. section 3133(b)(3), the
sole permissible venue is the United States District Court for the
Western District of Virginia because it is uncontroverted that the
contracted project was located in Roanoke, Virginia.

Judge Berger concluded that the interest of justice warrants
transfer of Count III over dismissal because International Electric
may lose substantive legal rights if the court dismisses the
adversary proceeding.  Further, Judge Berger transferred Counts I
and II with Count III in the interest of justice because all three
counts are inextricably intertwined and should not be separately
adjudicated.  Therefore, the entire adversary proceeding was
transferred to the United States District Court for the Western
District of Virginia where venue is proper.

The bankruptcy case is In re: International Electric, Inc., Chapter
11, Debtor, Case No. 15-20388 (Bankr. D. Kan.).

A full-text copy of Judge Berger's August 29, 2016 memorandum
opinion and order is available at https://is.gd/lp8S60 from
Leagle.com.

International Electric, Inc. is represented by:

          Colin N. Gotham, Esq.
          EVANS & MULLINIX, P.A.
          7225 Renner Road, Suite 200
          Shawnee, KS 66217
          Tel: (913)962-8700
          Fax: (913) 962-8701
          Email: cgotham@emlawkc.com

Anthony & Gordon Construction Co., Inc. is represented by:

          Caroline A. Bader, Esq.
          Megan J. Redmond, Esq.
          ERISE IP, P.A.
          6201 College Blvd., Suite 300
          Overland Park, KS 66211
          Tel: (913)777-5600
          Fax: (913)777-5601
          Email: carrie.bader@eriseIP.com
                 megan.redmond@eriseIP.com

Great American Insurance Company is represented by:

          Michael M. Tamburini, Esq.
          LEVY CRAIG LAW FIRM
          1301 Oak St., #500
          Kansas City, MO 64106
          Tel: (816)474-8181
          Fax: (816)471-2186
          Email: mtamburini@levycraig.com

                  About International Electric

International Electric, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Kan. Case No. 15-20388) on March 4,
2015.  The petition was signed by Chad B. Dodge, Sr. vice president
and CFO.
  
The case is assigned to Judge Robert D. Berger.

At the time of the filing, the Debtor disclosed $6.48 million in
assets and $5.88 million in liabilities.  


IRON MOUNTAIN: S&P Affirms 'BB-' CCR, Outlook Remains Stable
------------------------------------------------------------
S&P Global Ratings said that it affirmed its 'BB-' corporate credit
rating on Boston, Mass.-based Iron Mountain Inc.  The rating
outlook remains stable.

At the same time, S&P assigned its 'BB-' issue-level rating and '3'
recovery rating to Iron Mountain Canada Operations ULC's proposed
C$250 million senior unsecured notes due 2023.  The '3' recovery
rating indicates S&P's expectation for meaningful recovery
(50%-70%; upper half of the range) of principal for debtholders in
the event of a payment default.

S&P also revised its recovery rating on Iron Mountain Canada's
C$200 million senior unsecured notes due 2021 to '3' from '2' and
subsequently lowered the issue-level rating to 'BB-' from 'BB'. The
'3' recovery rating indicates S&P's expectation for meaningful
recovery (50%-70%; upper half of the range) of principal for
debtholders in the event of a payment default.

S&P's other ratings on the company's debt are unchanged.

"The downgrade and revised recovery rating reflect both the
increased senior unsecured debt at Iron Mountain Canada due to the
new senior unsecured note issuance and the lower lender recovery
prospects under our simulated recovery analysis waterfall due to
the dilution," said S&P Global Ratings' credit analyst Jawad
Hussain.

The stable rating outlook reflects S&P's expectation that Iron
Mountain will be able to leverage its increased size, scale, and
geographic diversification to generate low- to mid-single-digit
organic revenue growth while improving its operating margins.  S&P
also expects lease-adjusted leverage to moderate to the low-5x area
by 2017 and to below 5x by 2018 as the company realizes full
synergy benefits from the Recall acquisition over the next few
years.

S&P could lower its corporate credit rating on Iron Mountain if the
company isn't able to successfully integrate the Recall assets and,
as a result, it isn't able to fully realize the cost efficiencies
and benefits of its increased size and scale.  This would likely
result in weaker-than-expected operating performance and
lease-adjusted leverage remaining in the mid-5x area by the end of
2017.  Additionally, S&P could lower the rating if the company
undertakes any future sizeable debt-financed acquisitions that
would result in leverage remaining above 5x beyond 2018.

S&P views an upgrade as unlikely over the next one to two years,
given the company's status as a real estate investment trust, which
reduces its financial flexibility.  An upgrade would incorporate
indications that Iron Mountain's financial policy will become less
aggressive and likely entail the issuance of equity reduces
lease-adjusted leverage toward the 4x area.


ISAAC MAZOR: To Retain Interest in Bakery Under Plan
----------------------------------------------------
Isaac Mazor filed with the U.S. Bankruptcy Court for the Eastern
District of New York a disclosure statement explaining the Debtor's
Chapter 11 plan.

The Plan contemplates that the individual Debtor will retain his
interest in Mazor's Bakery and make a new value contribution in the
amount of $200 monthly for the life of the Plan.

The Plan will be financed from income generated from the Debtor's
employment.

Class II is impaired and 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 is in the total
amount of $1,134,600.  The second claim of Ana Guardado, Areceli
Flores, Arturo De La Luz, Emilla Escamilla, Janeth Huapaya, Maria
Gonzales, Ofelia Perez, Veronica Macuitl, Marilu Chiriboga is in
the total amount of $356,386.91.

Class III consists of the claim of David Rosen Bakery Supplies
Inc., a supplier and a holder of a UCC security agreement and an
executed confession of judgment in the amount of $97,500.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/nyeb15-44275-91.pdf

The Plan was filed by the Debtor's counsel:

     Alla Kachan, Esq.
     LAW OFFICES OF ALLA KACHAN, P.C.
     3099 Coney Island Aveue, 3rd Floor
     Brooklyn, NY 11235
     Tel: (718) 513-3145
     Fax: (347) 342-315
     E-mail: alla@kachanlaw.com

Isaac Mazor is a individual residing at 1654 E 10th Street,
Brooklyn, New York 11223.  

The Debtor filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 15-44275) on Sept. 17, 2015.

Two separate classes of plaintiffs filed claims against Mr. Mazor
individually and Mazor's Bakery LLC.  The two classes consist of
former employees of Mazor's Bakery.  These claims were brought
under FLSA and allege violations of minimum wage, overtime and
spread of hours regulators as well as claims for liquidated
damages.  The original ations were filed in the Federal District
Court of New York and preceded to discovery before the Chapter 11
petition was filed.


ITT EDUCATIONAL: Common Stock Delisted from NYSE
------------------------------------------------
ITT Educational Services, Inc. received on Sept. 6, 2016, a letter
from NYSE Regulation that states that the staff of NYSE Regulation
has determined to commence proceedings to delist the common stock
of the Company (ticker symbol: ESI) from the New York Stock
Exchange.  The Company's common stock was suspended immediately
from trading on the NYSE on Sept. 6, 2016.

The NYSE Letter states that NYSE Regulation reached its decision
that the Company is no longer suitable for listing pursuant to the
NYSE Listed Company Manual Section 802.01D.  The NYSE made a public
announcement of that decision on Sept. 6, 2016, via a press
release.  The NYSE Letter states that application to the Securities
and Exchange Commission to delist the Company's common stock is
pending, subject to the completion of applicable procedures,
including any appeal by the Company of NYSE Regulation's decision.
At this time, the Company does not intend to appeal the NYSE
Regulation's decision.

                    About ITT Educational

ITT Educational Services, Inc., is a proprietary provider of
post-secondary degree programs in the United States based on
revenue and student enrollment. As of Dec. 31, 2015, ITT was
offering: (a) master, bachelor and associate degree programs to
approximately 45,000 students at ITT Technical Institute and Daniel
Webster College locations; and (b) short-term information
technology and business learning solutions for individuals.

ITT Educational reported net income of $23.3 million in 2015
following net income of $23.3 million on 2014.

As of June 30, 2016, ITT Educational had $585 million in total
assets, $420 million in total liabilities and $165 million in total
shareholders' equity.

                            ED Letter

On Aug. 25, 2016, ITT Educational received a letter from the U.S.
Department of Education citing the Aug. 17, 2016, letter from the
Accrediting Council for Independent Colleges and Schools to the
Company, which continued ACICS' show-cause directive against the
Company.  The ED Letter summarizes the ACICS standards that ACICS
has indicated the Company has not yet demonstrated full compliance
with, and related concerns of ACICS.  The ED Letter states that the
Company has failed to meet the requirements established by ACICS,
as required by the Company's Program Participation Agreement with
the ED.  The ED Letter provides that as a result of those facts and
other information, including as detailed in previous communications
from the ED to the Company, the ED is imposing the following
conditions on the Company's continued participation in funding
under the federal student financial aid programs under Title IV:

* the surety provided by the Company to the ED must be
increased from the current $94.4 million to $247.3 million,
which amount represents 40% of the Title IV Program funds
received by the ITT Technical Institutes during the most
recently completed fiscal year;

* the additional amount of $152.9 million must be provided to
the ED within 30 days from the date of the ED Letter;

* effective immediately, all ITT Technical Institutes are
required to make all Title IV Program fund disbursements
under the Heightened Cash Monitoring 2 payment method, which
requires the Company to make disbursements to students from
its own institutional funds, and then submit a request for
reimbursement of those funds to the ED;

* the ITT Technical Institutes are restricted from enrolling or
beginning classes for any new students who may receive Title
IV Program funds;

* the ITT Technical Institutes must provide all students with a
notice disclosing the ACICS show-cause directives, including
the fact that ACICS accreditation standards state that the
"Council determines that [the] institution is not in
compliance with the Accreditation Criteria, and is unlikely
to become in compliance";

* the ITT Technical Institutes must provide to the ED within 30
days of the ED Letter teach out agreements for all ITT
Technical Institutes;

* the Company may not pay, or agree to pay, any bonuses,
severance payments, raises or retention payments to any of
its management or directors, nor may it pay special dividends
or make any expenditures out of the ordinary course of
business and consistent with prior practices, without
approval from the ED; and

* the Company remains required to provide information to the ED
as previously required by the ED, and previously disclosed by
the Company, regarding various events and regarding the
Company's operations, finances and future plans.

The ED Letter also provides that if the Company fails to meet any
of these requirements, it will demonstrate to the ED that the
Company is incapable of meeting the fiduciary and financial
responsibility standards established by the Higher Education Act
and the ED's regulations.  The ED Letter states that, accordingly,
the failure to meet these standards will result in the referral of
this matter to the ED's Administrative Actions and Appeals
Service Group for administrative action, including the potential
revocation of the Program Participation Agreements for the ITT
Technical Institutes, in which case the ITT Technical Institutes
would no longer be eligible to participate in Title IV Programs.

The Company said it is evaluating these additional sanctions and
requirements, as well as all options available to it.


ITT EDUCATIONAL: Discontinues Academic Operations
-------------------------------------------------
ITT Educational Services, Inc., annunced on Sept. 6, 2016, that it
will permanently discontinue academic operations at all of its ITT
Technical Institutes.  The Company stated that the actions of and
sanctions from the U.S. Department of Education have forced the
Company to cease operations of the ITT Technical Institutes and it
will not be offering its September quarter.  The Company also
announced that effective on Sept. 6, 2016, it had eliminated the
positions of the overwhelming majority of its more than 8,000
employees.

"At this time, the Company is exploring various alternatives
related to its future course of action with respect to these
matters, and therefore cannot state with certainty the particular
course of action or its expected completion date.  Further, at this
time, the Company is not able to estimate the total amount or range
of amounts expected to be incurred in connection with this action
or any of the major types of cost associated with the action, and
is not able to estimate the amount or range of amounts of the
charge that will result in future cash expenditures."

The Company anticipates that an impairment charge will be required
in connection with those matters, but has not reached a conclusion
on the impaired assets.  Further, at this time, the Company is not
able to estimate the amount or range of amounts of the impairment
charge or the amount or range of amounts of the impairment charge
that will result in future cash expenditures.

                      About ITT Educational

ITT Educational Services, Inc., is a proprietary provider of
post-secondary degree programs in the United States based on
revenue and student enrollment. As of Dec. 31, 2015, ITT was
offering: (a) master, bachelor and associate degree programs to
approximately 45,000 students at ITT Technical Institute and Daniel
Webster College locations; and (b) short-term information
technology and business learning solutions for individuals.

ITT Educational reported net income of $23.3 million in 2015
following net income of $23.3 million on 2014.

As of June 30, 2016, ITT Educational had $585 million in total
assets, $420 million in total liabilities and $165 million in total
shareholders' equity.

                            ED Letter

On Aug. 25, 2016, ITT Educational received a letter from the U.S.
Department of Education citing the Aug. 17, 2016, letter from the
Accrediting Council for Independent Colleges and Schools to the
Company, which continued ACICS' show-cause directive against the
Company.  The ED Letter summarizes the ACICS standards that ACICS
has indicated the Company has not yet demonstrated full compliance
with, and related concerns of ACICS.  The ED Letter states that the
Company has failed to meet the requirements established by ACICS,
as required by the Company's Program Participation Agreement with
the ED.  The ED Letter provides that as a result of those facts and
other information, including as detailed in previous communications
from the ED to the Company, the ED is imposing the following
conditions on the Company's continued participation in funding
under the federal student financial aid programs under Title IV:

* the surety provided by the Company to the ED must be
increased from the current $94.4 million to $247.3 million,
which amount represents 40% of the Title IV Program funds
received by the ITT Technical Institutes during the most
recently completed fiscal year;

* the additional amount of $152.9 million must be provided to
the ED within 30 days from the date of the ED Letter;

* effective immediately, all ITT Technical Institutes are
required to make all Title IV Program fund disbursements
under the Heightened Cash Monitoring 2 payment method, which
requires the Company to make disbursements to students from
its own institutional funds, and then submit a request for
reimbursement of those funds to the ED;

* the ITT Technical Institutes are restricted from enrolling or
beginning classes for any new students who may receive Title
IV Program funds;

* the ITT Technical Institutes must provide all students with a
notice disclosing the ACICS show-cause directives, including
the fact that ACICS accreditation standards state that the
"Council determines that [the] institution is not in
compliance with the Accreditation Criteria, and is unlikely
to become in compliance";

* the ITT Technical Institutes must provide to the ED within 30
days of the ED Letter teach out agreements for all ITT
Technical Institutes;

* the Company may not pay, or agree to pay, any bonuses,
severance payments, raises or retention payments to any of
its management or directors, nor may it pay special dividends
or make any expenditures out of the ordinary course of
business and consistent with prior practices, without
approval from the ED; and

* the Company remains required to provide information to the ED
as previously required by the ED, and previously disclosed by
the Company, regarding various events and regarding the
Company's operations, finances and future plans.

The ED Letter also provides that if the Company fails to meet any
of these requirements, it will demonstrate to the ED that the
Company is incapable of meeting the fiduciary and financial
responsibility standards established by the Higher Education Act
and the ED's regulations.  The ED Letter states that, accordingly,
the failure to meet these standards will result in the referral of
this matter to the ED's Administrative Actions and Appeals
Service Group for administrative action, including the potential
revocation of the Program Participation Agreements for the ITT
Technical Institutes, in which case the ITT Technical Institutes
would no longer be eligible to participate in Title IV Programs.

The Company said it is evaluating these additional sanctions and
requirements, as well as all options available to it.


ITT EDUCATIONAL: Purchase Agreement with New River Canceled
-----------------------------------------------------------
As previously reported on a Form 8-K filed by ITT Educational
Services, Inc., on Aug. 11, 2016, the Company entered into a
Standard Offer, Agreement and Escrow Instructions for Purchase of
Real Estate with New River Development, LLC, pursuant to which,
subject to the satisfaction or waiver of certain contingencies, the
Company would sell to the Buyer certain real property, consisting
of a building totaling approximately 41,700 square feet and the
related property located at 670 Carnegie Drive, San Bernardino,
California, and the Company would lease back the Property for an
initial term of 10 years.  

The Company said the Buyer has since canceled the Purchase
Agreement pursuant to the financing contingency and the due
diligence contingency contained in the Purchase Agreement.  The
cancellation was effective on Sept. 12, 2016.  Pursuant to the
Purchase Agreement, the Buyer had deposited $180,000 in escrow.
The Company expects that the parties will agree shortly to the
cancellation of escrow, and it is anticipated that $179,900 of the
deposit will be released to the Buyer and $100 of the deposit will
be released to the Company.

                    About ITT Educational

ITT Educational Services, Inc., is a proprietary provider of
post-secondary degree programs in the United States based on
revenue and student enrollment. As of Dec. 31, 2015, ITT was
offering: (a) master, bachelor and associate degree programs to
approximately 45,000 students at ITT Technical Institute and Daniel
Webster College locations; and (b) short-term information
technology and business learning solutions for individuals.

ITT Educational reported net income of $23.3 million in 2015
following net income of $23.3 million on 2014.

As of June 30, 2016, ITT Educational had $585 million in total
assets, $420 million in total liabilities and $165 million in total
shareholders' equity.

                            ED Letter

On Aug. 25, 2016, ITT Educational received a letter from the U.S.
Department of Education citing the Aug. 17, 2016, letter from the
Accrediting Council for Independent Colleges and Schools to the
Company, which continued ACICS' show-cause directive against the
Company.  The ED Letter summarizes the ACICS standards that ACICS
has indicated the Company has not yet demonstrated full compliance
with, and related concerns of ACICS.  The ED Letter states that the
Company has failed to meet the requirements established by ACICS,
as required by the Company's Program Participation Agreement with
the ED.  The ED Letter provides that as a result of those facts and
other information, including as detailed in previous communications
from the ED to the Company, the ED is imposing the following
conditions on the Company's continued participation in funding
under the federal student financial aid programs under Title IV:

* the surety provided by the Company to the ED must be
increased from the current $94.4 million to $247.3 million,
which amount represents 40% of the Title IV Program funds
received by the ITT Technical Institutes during the most
recently completed fiscal year;

* the additional amount of $152.9 million must be provided to
the ED within 30 days from the date of the ED Letter;

* effective immediately, all ITT Technical Institutes are
required to make all Title IV Program fund disbursements
under the Heightened Cash Monitoring 2 payment method, which
requires the Company to make disbursements to students from
its own institutional funds, and then submit a request for
reimbursement of those funds to the ED;

* the ITT Technical Institutes are restricted from enrolling or
beginning classes for any new students who may receive Title
IV Program funds;

* the ITT Technical Institutes must provide all students with a
notice disclosing the ACICS show-cause directives, including
the fact that ACICS accreditation standards state that the
"Council determines that [the] institution is not in
compliance with the Accreditation Criteria, and is unlikely
to become in compliance";

* the ITT Technical Institutes must provide to the ED within 30
days of the ED Letter teach out agreements for all ITT
Technical Institutes;

* the Company may not pay, or agree to pay, any bonuses,
severance payments, raises or retention payments to any of
its management or directors, nor may it pay special dividends
or make any expenditures out of the ordinary course of
business and consistent with prior practices, without
approval from the ED; and

* the Company remains required to provide information to the ED
as previously required by the ED, and previously disclosed by
the Company, regarding various events and regarding the
Company's operations, finances and future plans.

The ED Letter also provides that if the Company fails to meet any
of these requirements, it will demonstrate to the ED that the
Company is incapable of meeting the fiduciary and financial
responsibility standards established by the Higher Education Act
and the ED's regulations.  The ED Letter states that, accordingly,
the failure to meet these standards will result in the referral of
this matter to the ED's Administrative Actions and Appeals
Service Group for administrative action, including the potential
revocation of the Program Participation Agreements for the ITT
Technical Institutes, in which case the ITT Technical Institutes
would no longer be eligible to participate in Title IV Programs.

The Company said it is evaluating these additional sanctions and
requirements, as well as all options available to it.


JAC HOLDING: Moody's Raises CFR to B2, Outlook Stable
-----------------------------------------------------
Moody's Investors Service upgraded the ratings of JAC Holding
Corporation (JAC) -- Corporate Family and Probability of Default
Ratings to B2 and B2-PD, respectively from B3 and B3-PD.  In a
related action, Moody's upgraded the rating on JAC's senior secured
note to B2 from B3.  The rating outlook is stable.

Moody's upgraded these ratings of JAC Holding Corporation:

  Corporate Family Rating, to B2 from B3;

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

  $134 million senior secured note due 2019, to B2 (LGD4) from
  B3 (LGD4);

Rating Outlook is Stable.

The $40 million asset based revolving credit facility is not rated
by Moody's.

                        RATINGS RATIONALE

The upgrade of JAC's Corporate Family Rating to B2 reflects the
stronger than expected operating performance over the recent
quarters which has delivered credit metrics surpassing previously
established positive rating action triggers.  This performance has
been supported by new business growth and has driven modest debt
reduction permitted under the senior secured note.  JAC's
debt/EBITDA for the LTM period ending July 2, 2016 approximated
2.6x.  While profit margins are expected to moderate somewhat over
the coming quarter, EBITA margins (inclusive of Moody's standard
adjustments) should remain in the 12% range.  The ratings continue
to incorporate the company's modest scale, high customer and
geographic concentration, niche product focus, and exposure to
highly cyclical auto/light truck sales, balanced by an established
competitive position.

The stable rating outlook incorporates additional operational
improvement in 2016 balanced by the JAC developing shareholder
return policies as the company operations have supported special
dividends in the past.

JAC is expected to have a good liquidity profile over the near-term
supported by anticipated positive free cash flow generation and
availability under $40 million asset based revolving credit
facility.  As of July 2, 2016, cash on hand was about
$19.8 million.  Moody's believes JAC should generate positive free
cash flow over the near-term in the low teens as a percentage of
debt.  The asset based revolving credit facility was unfunded at
July 2, 2016 and should have ample availability to meet seasonal
liquidity needs over the near-term.  The primary financial covenant
under the asset based revolving credit facility is a minimum fixed
cost coverage ratio that is only triggered when availability falls
below certain levels, which is not anticipated to occur over the
near-term.  Alternate liquidity will be limited as the company's
largely domestic assets secure the asset based revolving credit
facility and secured note.

The opportunity for a higher outlook or rating over the
intermediate term is limited by the company's scale and risks
around additional shareholder returns.  Future events that have
potential to drive a higher rating or outlook include debt/EBITDA
approaching 2x and EBITA/interest expense, inclusive of
restructuring charges, approaching 4x.

Future events that have the potential to drive a lower outlook or
rating include weaknesses in regional automotive production, or
with one of the company's large customers or platforms, resulting
in debt/EBITDA approaching 4x, or EBITA/interest expense
approaching 2x.  A weakening liquidity profile could also drive a
negative rating action.

The principal methodology used in these ratings was Global
Automotive Supplier Industry published in June 2016.

JAC Products, Inc., headquartered in Pontiac, MI, is a leading
supplier of luggage racks to original equipment manufacturers in
the automotive industry primarily in the United States.  The
company is owned by affiliates of Wynnchurch Capital. Ltd.  The
company had net sales of approximately $362 million for the LTM
period ending July 2, 2016.


JACK SHNORHAVORIAN: Court Approves Disclosures, Confirms Plan
-------------------------------------------------------------
The Hon. Richard M. Neiter of the U.S. Bankruptcy Court for the
Central District of California has approved Jack Shnorhavorian's
second amended disclosure statement and confirmed the Debtor's
second amended plan of reorganization.

A hearing on the approval of Debtor's Second Amended Disclosure
Statement and confirmation of the Second Amended Plan was held on
Aug. 4, 2016.

A post confirmation status hearing will take place on Nov. 3, 2016,
at 2:00 p.m.

The Debtor will pay all outstanding quarterly fees to the U.S.
Trustee by the effective date of the Plan.  Any administrative
claim will be paid only upon court approval of the fees and costs.

Jack Shnorhavorian, the sole proprietor of the Business Fair Oaks
Cleaners located at 1113 Fair Oaks Ave., South Pasadena,
California, sought Chapter 11 protection in 2014 (Bankr. C.D. Cal.
Case No. 14­24253).

Jack Shnorhavorian is represented by Vahe Khojayan, who has an
office in Glendale, California.


JEANETTE GUTIERREZ: Selling San Antonio Property for $57K
---------------------------------------------------------
Jeanette M. Gutierrez asks the U.S. Bankruptcy Court for the
Western District of Texas to authorize the private sale of real
property located at 4215 Skelton Drive, San Antonio, Texas, to
Alicia Gonzales for $57,000.

The Debtor proposes to sell free and clear of all liens, claims,
and encumbrances, the real property, which is more particularly
described as Lot 43, Block 4, New City Block 12631, Fairfield
Manor, recorded in the Real Property Records of Bexar County,
Texas.

A copy of the Purchase and Sale Agreement is available for free
at:

   http://bankrupt.com/misc/Jeanette_Gutierrez_116_Sales.pdf

The Debtor is informed and believes that the property is encumbered
by these liens:

   a. Bexar County Texas: $1,363

   b. Jefferson Bank: $119,750

   c. Internal Revenue Service: $1,202,586

Gonzales has paid $1,000 in advance and the remaining balance to be
paid in cash at closing.

The Debtor estimates that closing costs will total approximately
$3,410 and real estate commission will total $3,420.  After payment
of closing costs, real estate commission, property taxes, and other
costs applicable to the closing of the sale, the Debtor anticipates
there will be approximately $50,170 from this sale available for
payment towards the mortgage lien of Jefferson Bank. If the
mortgage lien of Jefferson Bank has been satisfied from the
proceeds of the sale and/or from the sale of other properties, any
remaining proceeds from the sale will be applied to the Internal
Revenue Service lien.  The Debtor proposes that the net sales
proceeds be paid to the lien holders in the order set forth.

The estimated or possible tax consequences to the estate resulting
from the sale are none.

The Debtor believes that the proposed purchase price for the
property is fair and reasonable.

The Debtor further requests that the order authorizing the sale not
be stayed pursuant to Bankruptcy Rule 6004(g).

The Purchaser can be reached at:

          Alicia Gonzales
          4222 Skelton Drive
          San Antonio, Texas 78219
          Telephone: (210) 630-0276
          E-mail: rogergzz00@gmail.com

Jeanette M. Gutierrez sought Chapter 11 protection (Bankr. W.D.
Tex. Case No. 15-52100g) on Aug. 31, 2015.


JEANETTE GUTIERREZ: Selling San Antonio Property for $64K
---------------------------------------------------------
Jeanette M. Gutierrez asks the U.S. Bankruptcy Court for the
Western District of Texas to authorize the private sale of real
property located at 1219 Upland Road, San Antonio, Texas, to Alicia
Gonzales for is $64,000

The Debtor proposes to sell free and clear of all liens, claims,
and encumbrances, the real property, which is more particularly
described as Lot 3, Block 27, New City Block 10661, Eastwood
Village Addition, recorded in the Real Property Records of Bexar
County, Texas.

A copy of the Purchase and Sale Agreement is available for free
at:

   http://bankrupt.com/misc/Jeanette_Gutierrez_117_Sales.pdf

The Debtor is informed and believes that the property is encumbered
by these liens:

   a. Bexar County Texas: $1,457

   b. Jefferson Bank: $119,750

   c. Internal Revenue Service: $1,202,586

Gonzales has paid $1,000 in advance and the remaining balance to be
paid in cash at closing.

The Debtor estimates that closing costs will total approximately
$3,602 and real estate commission will total $3,840.  After payment
of closing costs, real estate commission, property taxes, and other
costs applicable to the closing of the sale, Debtor anticipates
there will be approximately $56,559 from this sale available for
payment towards the mortgage lien of Jefferson Bank. If the
mortgage lien of Jefferson Bank has been satisfied from the
proceeds of the sale and/or from the sale of other properties, any
remaining proceeds from the sale will be applied to the Internal
Revenue Service lien.  The Debtor proposes that the net sales
proceeds be paid to the lien holders in the order set forth.

The estimated or possible tax consequences to the estate resulting
from the sale are none.

The Debtor believes that the proposed purchase price for the
property is fair and reasonable.

The Debtor further requests that the order authorizing the sale not
be stayed pursuant to Bankruptcy Rule 6004(g).

Jeanette M. Gutierrez sought Chapter 11 protection (Bankr. W.D.
Texas Case No. 15-52100g) on Aug. 31, 2015.


JENSEN INDUSTRIES: Court Allows Use of Cash Collateral
------------------------------------------------------
Judge Daniel S. Opperman of the U.S. Bankruptcy Court for the
Eastern District of Michigan authorized Jensen Industries, Inc. to
use cash collateral.

The Debtor owes secured creditors State of Michigan, the amount of
$57,678; the Internal Revenue Service, the amount of $375,000; and
the UIA, the amount of $13,207.

The IRS, the State of Michigan, and the UIA were granted
replacement liens on all post-petition collateral with the same
validity and priority as their prepetition liens.

Judge Opperman acknowledged that the Debtor requires the use of up
to $48,475 a month to pay post-petition expenses, including
payroll, utilities, taxes, insurance and inventory.  The Debtor was
authorized to spend the said amount per month until further order
of the Court.

The Debtor was directed to make monthly adequate protection
payments to the IRS, in the amount of $800; the State of Michigan,
in the amount of $132; and the UIA, in the amount of $30.

A final hearing on the Debtor's use of cash collateral is scheduled
on Sept. 27, 2016 at 2:00 p.m.

A full-text copy of the Order, dated Sept. 7, 2016, is available at
https://is.gd/MQkGB4

                 About Jensen Industries

Jensen Industries, Inc., filed a chapter 11 petition (Bankr. E.D.
Mich. Case No. 16-31959) on August 22, 2016.  The petition was
signed by Kai Jensen, president.  The Debtor is represented by
Peter T. Mooney, Esq., at Simen, Figura & Parker.  The Debtor
estimated assets at $0 to $50,000 and liabilities at $100,001 to
$500,000.


JOHNS-MANVILLE CORP: $20MM Fees To Be Split Among Firms, Judge Says
-------------------------------------------------------------------
In the case captioned Eric Bogdan and the Bogdan Law Firm,
Plaintiffs, v. Bevan & Associates, LPA, Inc., et al. Defendants,
Adversary No. 15-01023 (CGM)(Bankr. S.D.N.Y.), Judge Cecelia G.
Morris of the United States Bankruptcy Court for the Southern
District of New York found that the attorneys' fees provided for in
the Common Law Direct Action Settlement Agreement will be
distributed in equal, one quarter parts to Eric Bogdan and the
Bogdan Law Firm, the Madeksho Law Firm, PLLC, the Law Offices of
Bruce Carter, and Bevan & Associates, LPA, Inc.

Eric Bogdan and the Bogdan Law Firm filed the adversary proceeding
against the law firms of Bevan, Carter, and Madeksho, to determine
the proper allocation of an attorney fee award.  The attorneys'
fees were established as part of a settlement agreement, the Common
Law Direct Action Settlement Agreement, so-ordered by the court, in
the Johns-Manville Corporation bankruptcy case.

In the settlement agreement, settling insurers Travelers Indemnity
Company, Travelers Casualty and Surety Company, and other
affiliates proposed to pay $70 million to the Common Law Direct
Action Settlement Fund for the benefit of asbestos claimants, and
also promised to pay $20 million in attorneys' fees.

The plaintiffs contended that a pro rata distribution is the only
feasible method of recovery.  The plaintiffs argued that quantum
meruit cannot be applied where settlement counsel represented
different plaintiffs, there are no billing records to account for
time spent, there is no way to determine who's efforts actually
contributed to Travelers' decision to settle, and it would be
impossible to value novel theories, facts or documents.

The defendants argued that there is no governing contract
allocating the fees and, as such, New York law requires recovery
under quantum meruit.

Judge Morris found that even though the settlement agreement does
not state to whom or how the attorneys' fees are to be distributed,
that does not mean the failure to so provide is proof that there
was no agreement.  The judge stated that the question is whether at
the time of execution, the parties had nonetheless agreed to a
distribution of the attorneys' fees and whether that intention can
be derived from the terms of the settlement agreement or from
extrinsic evidence.  Further, Judge Morris held that even if the
court were to find that there was never any agreement on how to
split the funds, there is no evidence before the court to support a
recovery by any of settlement counsel under quantum meruit.  

Judge Morris concluded that based on the evidence and the record
established, the parties' objective intent was to split the $20
million in attorneys' fees among settlement counsel in equal
fourths.

In the case captioned In re: Johns-Manville Corporation, et al.,
Chapter 11, Debtors, Case No. 82-11656 (CGM)(Bankr. S.D.N.Y.).

A full-text copy of Judge Morris' August 26, 2016 memorandum
decision is available at https://is.gd/9SDc6p from Leagle.com.

Eric Bogdan is represented by:

          Todd E. Duffy, Esq.
          DUFFY AMEDEO
          275 7th Avenue, 7th Floor
          New York, NY 10001
          Tel: (212)729-5832
          Email: tduffy@duffyamedeo.com

Bevan and Associates, LPA, Inc. is represented by:

          Melanie L. Cyganowski, Esq.
          OTTERBOURG P.C.
          230 Park Avenue
          New York, NY 10169-0075
          Tel: (212)661-9100
          Fax: (212)682-6104

Motley Rice LLC is represented by:

          Frederick C. Baker, Esq.
          MOTLEY RICE LLC
          28 Bridgeside Blvd.
          Mount Pleasant, SC 29464
          Tel: (843)216-9000
          Fax: (843)216-9450
          Email: fbaker@motleyrice.com

            -- and --

          Deirdre Woulfe Pacheco, Esq.
          WILENTZ GOLDMAN & SPITZER
          90 Woodbridge Center Drive, Suite 900
          Woodbridge, NJ 07095-0958
          Tel: (732)636-8000
          Fax: (732)855-6117
          Email: dpacheco@wilentz.com

                    About Johns-Manville

Johns-Manville Corp. was, by most sources, the largest
manufacturer of asbestos-containing products and the largest
supplier of raw asbestos in the United States from the 1920s until
the 1970s.  Manville sold raw asbestos to manufacturers of
asbestos-based products in 58 countries and distributed its own
asbestos-based products "across the entire spectrum of industries
and employment categories subject to asbestos exposure."

As a result of studies linking asbestos with respiratory disease,
Manville became the target of a growing number of products
liability lawsuits in the 1960s and 1970s.  Buckling under the
weight of its asbestos liability, Manville filed for Chapter 11
protection on August 26, 1982, before Judge Lifland.

To avoid the uncertainty of insurance litigation and to fund its
plan of reorganization, Manville sought to settle its insurance
claims.  Manville obtained in excess of $850,000,000 from
settlements with its insurers.  The U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming the
Debtors' Second Amended and Restated Plan of Reorganization on
Dec. 22, 1986.  


KATHERINE MONTGOMERY: Accumulates $8K to Fund Ch. 11 Plan
---------------------------------------------------------
Katherine Montgomery filed with the U.S. Bankruptcy Court for the
Northern District of Alabama an amended disclosure statement dated
August 30, 2016, a full-text copy of which is available at
http://bankrupt.com/misc/16-05493-128.pdf

Under the Plan, beginning 60 days after the Court approves the
Plan, the Debtor will make a payment of $59.03 per month to the
creditors in the Class 4 - General Unsecured Claims until 5% of
each filed claim in this Class is paid.

Beginning 60 days after the Court approves the Plan, the Debtor
will make a payment of $303.60 per month to the sole creditor in
Class 3 - Unsecured Claim of Deficiency Balance due to Iberia Bank
from mortgage foreclosure until 5% of the claim in this Class is
paid.

The Debtor will not retain any interest in the real property that
is the collateral for its mortgage with Compass Bank Mortgage, and
the creditor has already received stay relief from the Bankruptcy
Court to deal directly with the non-bankruptcy co-debtor.
Consequently, upon confirmation of the Debtor's Plan, the Debtor
will be discharged from any liability for this claim.

The Navient Solutions will receive payment in full of its
arrearage, including contract interest, from the Debtor within 60
days after the Court's order approving the Plan becomes final and
non-appealable.  Thereafter, the Debtor will make the regular loan
payments.

During the Chapter 11 case, the Debtor has accumulated a cash
balance of approximately $8,000.  While numerous courts have ruled
that an individual in Chapter 11 is not subject to the "new value"
requirement, nevertheless the Debtor will contribute this cash
balance for the payment of expenses and claims as "new value" in
this case.

                 About Katherine Montgomery

Katherine N. Montgomery, a medical doctor in Madison County,
Alabama, sought protection under Chapter 13 of the Bankruptcy Code
on October 29, 2015.  The case was converted to a Chapter 11 case
(Bankr. N. D. Ala. Case No. 15-82936) on January 15, 2016.
Sparkman, Shepard & Morris, P.C., represents the Debtor.


KINCAID HOLDINGS: Hearing on Disclosure Statement Set For Sept. 29
------------------------------------------------------------------
The Hon. Robyn L. Moberly of the U.S. Bankruptcy Court for the
Southern District of Indiana has scheduled for Sept. 29, 2016, at
10:30 a.m. EDT the hearing to consider the disclosure statement
filed by Kincaid Holdings LLC.

Any objection to the Disclosure Statement must be filed at least
five days prior to the hearing date.  

As reported by the Troubled Company Reporter on Sept. 1, 2016, the
Debtor is required to emerge from bankruptcy by Dec. 31 under its
latest Chapter 11 plan.  According to the Plan filed with Court,
the Debtor must exit bankruptcy by the end of the year regardless
of when the Court confirms the Plan.  The Debtor revised its Plan
following talks with Old National Bank, a pre-bankruptcy lender.
The Bank will take no legal action against the Debtor's sole member
on her guaranty of the pre-bankruptcy loan in exchange for the
Debtor's agreement to shorten the term of its Plan.

                      About Kincaid Holdings

Headquartered in Fishers, Indiana, Kincaid Holdings LLC filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No.
15-05796) on July 7, 2015, listing $1.7 million in total assets and
$788,099 in total liabilities.  The petition was signed by Winifred
E. Kincaid, managing member.

Judge Robyn L. Moberly presides over the case.

Samuel D. Hodson, Esq., and Andrew T. Kight, Esq., at Taft
Stettinius & Hollister LLP, serve as the Debtor's bankruptcy
counsel.


LANDRY'S INC: S&P Affirms 'B' CCR & Rates $1.5BB Secured Loan 'B+'
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
Houston-based restaurant operator Landry's Inc.  The outlook is
stable.

At the same time, S&P assigned a 'B+' issue-level rating and '2'
recovery rating to the proposed $1.5 billion first-lien senior
secured credit facility, which consists of a $200 million cash
revolver due 2021 and $1.3 billion first lien term loan due 2023.
The '2' recovery rating reflects S&P's expectation for substantial
recovery in the event of default, at the higher end of the 70% to
90% range.  S&P also assigned a 'CCC+' issue-level and '6' recovery
ratings to the company's $575 million senior unsecured notes due
2024.  The '6' recovery rating indicates S&P's expectation for
negligible recovery (0% to 10%).

"The affirmation reflects our view that Landry's will maintain debt
leverage in the 5.0x range in the next year, despite benefits from
the proposed refinancing that will lower the company's interest
costs and provide it with cash flow flexibility to repay additional
debt.  We believe performance trends will remain volatile over the
near term and do not anticipate significant improvement in credit
metrics based on our forecast.  We expect leverage to decline to
the 5x area by year-end 2017 from modest profit growth and use of
excess cash flows to reduce debt beyond scheduled amortization.  In
addition, though we view the risk of debt-funded payouts as low, we
believe the company could pursue debt-funded acquisition if an
accretive opportunity in the market presents, leading to higher
leverage," S&P said.

The stable outlook incorporates S&P's expectation that the
company's diversified restaurant portfolio, recognized brand name
and loyalty program will support almost stable performance trends
in the upcoming year.

S&P could consider a negative rating action if competitive
pressures in the restaurant industry hurt the company's guest
traffic and profitability, causing leverage to increase to the
high-6x area on a sustained basis.  Leverage could increase to this
threshold if the company pursues debt-financed dividend or makes a
debt-financed acquisition and we believe that leverage would stay
elevated at that level.  S&P calculates that about $400 million of
incremental debt and flat EBITDA in 2017 would lead to debt
leverage increasing to the downgrade threshold. Leverage could also
reach this level if EBITDA declines about 15% from current levels
and debt remains constant.

S&P could consider an upgrade if the company continues to reduce
its outstanding debt which together with improving profitability
leads to leverage sustained below the 5x area and S&P's belief for
sustainable positive same-store sales.  S&P could consider an
upgrade if it believes there is low likelihood for material
debt-funded dividends or acquisitions.


LAS VEGAS JOHN: Hires Flangas Dalacas as Special Counsel
--------------------------------------------------------
Las Vegas John, L.L.C., seeks authority from the U.S. Bankruptcy
Court for the District of Nevada to employ Flangas Dalacas Law
Group as special counsel to the Debtor.

Las Vegas John requires Flangas Dalacas to:

   a. represent the Debtor in its general business, real estate
      and corporate matters;

   b. advise the Debtor regarding the negotiation, preparation
      and consummation of any potential sale of the 36 unit
      apartment complex, located at 230 S. Maryland Parkway, Las
      Vegas, Clark County, Nevada; and

   c. provide any and related real estate services.

Flangas Dalacas will be paid at these hourly rates:

     Dimitri Dalacas          $295
     Shareholders             $295-400
     Of Counsel               $375
     Associates               $275

Flangas Dalacas will be paid a retainer of $7,700, of which $2,000
will be paid upon execution of the Representation Agreement, and
the amount of $1,900 which will be paid in equal payments on
September 1, 2016, October 1, 2016, and November 1, 2016.

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

Dimitri Dalacas, member of the law firm of Flangas Dalacas Law
Group, assured the Court that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtor and its
estates.

Flangas Dalacas can be reached at:

     Dimitri Dalacas, Esq.
     FLANGAS DALACAS LAW GROUP
     3275 S. Jones Blvd., Suite 105
     Las Vegas, NV 89146
     Tel: (702) 307-9500
     E-mail: dpd@fdlawlv.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.



LEN-TRAN INC: Blalock Walters to Replace Mackey as Counsel
----------------------------------------------------------
Len-Tran, Inc., d/b/a Turner Tree & Landscape, seeks authority from
the U.S. Bankruptcy Court for the Middle District of Florida to
employ Blalock Walters, P.A. as special counsel to the Debtor,
effective as of August 17, 2016.

On July 25, 2016, the bankruptcy Court entered an order approving
the employment of Mackey Law Group, P.A. as special counsel
effective as of May 13, 2016.

Irreconcilable differences have arisen between the Debtor and
Mackey Law Group.

The Debtor seeks to employ Blalock Walters to replace Mackey Law
Group, to perform legal services in the collection matter against
Taylor Woodrow Communities at Artisan Lakes, LLC.

Blalock Walters will be paid:

   a. 33% of any recovery, or, at Blalock Walters' discretion,
      the lodestar for all hours worked; and

   b. an additional 5% of any recovery after institution of any
      appellate proceeding is filed or post-judgment relief or
      action is required for recovery on the judgment or, at
      Blalock Walters' discretion, the lodestar for all hours
      worked.

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

Fred E. Moore, member of the law firm of Blalock Walters, 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.

Blalock Walters can be reached at:

     Fred E. Moore, Esq.
     BLALOCK WALTERS, P.A.
     802 11th Street West
     Bradenton, FL 34205
     Tel: (941) 748-0100

                         About Len-Tran Inc.

Len-Tran, Inc., dba Turner Tree & Landscape, based in Bradenton,
Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
16-04145) on May 13, 2016. Elena P Ketchum, Esq., at Stichter,
Riedel, Blain & Postler, P.A., serves as counsel to the Debtor. In
its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Darrell
Turner, president.

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



LENAPE LAKE: Disclosures OK'd; Sept. 21 Plan Confirmation Hearing
-----------------------------------------------------------------
The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York has approved Lenape Lake Inc.'s third
amended disclosure statement describing the Debtor's third amended
plan of reorganization.

The hearing to consider final approval for confirmation of the Plan
will be held on Sept. 21, 2016, at 10:30 a.m.

Sept. 16, 2016, is the last day for filing written acceptances or
rejections of the Plan, and the last day for filing objections to
the confirmation of the Plan.

Under the Plan, the treatment and consideration to be received by
holders of allowed Class 2 General Unsecured Claims will be in full
settlement and final satisfaction of their respective claims.
Class 2 is not impaired under the Plan.

The Debtor's amended Schedule F reflects that it owes approximately
$2,000 to Bevan Forestry, Inc., and the sum of $1,000 to Marcus
Brooks and Alejandra V. Azios, which claims are undisputed.  The
Debtor has been advised that Marcus Brooks has withdrawn any claim
against the estate.  The claim of Bevan Forestry, to the extent it
is an allowed claim, will be paid, without interest, in full, on
the Effective Date.

The Debtor will effectuate the terms of the Plan by maintaining the
property and paying tax obligations.  The equity holders will lend
funds to make all payments and will seek thereafter to refinance
the property post-confirmation.  Any lease with respect to the
property, to the extent valid, is rejected.  The Debtor will
commence an action in the Bankruptcy Court to determine that the
insider lease entered into by the minority equity holders was
either invalid under the operating agreement or was a preference
pursuant to the Code.  Notice of the amounts needed for
Confirmation will be provided by the Debtor to all equity holders
at least 10 business days prior to the date required to be escrowed
under the Plan.  All funds needed for Confirmation will be escrowed
with Debtor's counsel 10 days prior to Confirmation.
The Debtor retains the right to recover any and all recoveries
under Chapter 5 of the Code which will remain property of the
Debtor's estate, and to pursue any and all pre and post-petition
causes of action it may have against any party.

The Disclosure Statement is available at:

            http://bankrupt.com/misc/nyeb15-40174-91.pdf

                        About Lenape Lake

Lenape Lake Inc. owns 88 acres of land in Sullivan County, New
York, with private lake known as Lenape Lake, together with gravel
roads and several cottages or structures thereon.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 15-40174) on Jan. 16, 2015.  The
filing was precipitated by litigation pending among shareholders
over the real property.


LIBERTY PROPERTY: Fitch Rates Preferred Operating Units 'BB+'
--------------------------------------------------------------
Fitch Ratings has assigned a 'BBB' credit rating to the senior
unsecured notes issued by Liberty Property Limited Partnership, a
wholly-owned subsidiary of Liberty Property Trust, Inc. (NYSE:
LPT).

KEY RATING DRIVERS

The ratings reflect Liberty's appropriate leverage and fixed-charge
coverage (FCC) for a 'BBB' rated REIT with the company's asset
profile. Moderate liquidity pressure, partly due to Liberty's
growing but manageable development pipeline, and a persistent high
AFFO payout ratio balance the positive rating elements.

Appropriate Leverage & Coverage

Fitch expects Liberty's leverage to sustain between 5.5x - 6.0x
through 2018, although leverage could migrate outside of that range
by 2016-end, depending on the timing of asset sales. Asset sales
proceeds should offset the expansion of Liberty's development
pipeline and non-stabilized asset pool (primarily comprised of
development and, to a lesser extent, under-leased acquisitions) and
keep the company's leverage within a range consistent with a 'BBB'
Issuer Default Rating (IDR).

The company's leverage was 6.0x as of June 30, 2016 compared to
5.6x and 5.8x for 2015 and 2014, respectively. Fitch defines
leverage as debt, net of Fitch-estimated readily available cash
over recurring operating EBITDA, including an estimate of recurring
cash distributions from joint ventures (JVs). The inclusion of 50%
of preferred units as debt, consistent with Fitch's hybrids
criteria, has an immaterial impact on the company's leverage
metrics.

Fitch expects Liberty's fixed-charge coverage (FCC) to sustain in
the mid-to-high-2x range, which is appropriate for the rating. The
company's FCC was 3.0x for the trailing 12 months (TTM) ended June
30, 2016 in comparison to 2.9x, 2.7x and 2.6x for 2015, 2014 and
2013, respectively. Fitch calculates FCC as recurring operating
EBITDA, including an estimate of recurring cash JV distributions,
less recurring capital expenditures and straight-line rents,
divided by total interest incurred and preferred operating unit
distributions.

Increasing Development Pipeline

Liberty has expanded the scope of its development activities, in
tandem with the recent U.S. economic cycle. Liberty had 7 million
square feet of wholly-owned development under construction as of
June 30, 2016, representing a total estimated investment of $642.7
million (8.3% of gross assets). The projects were 40.6% pre-leased
and had remaining funding requirements of $186 million (2.4% of
gross assets). Liberty's development exposure as measured by
cost-to-complete to gross assets has grown from a 0.9% cycle-low in
2012 and has been at its mid-2% trend range since 2013. Fitch
expects LPT to have a low-single-digit development exposure, and
expects development yields in the high single digits.

Fitch views Liberty's increased development exposure as a modest
net positive given the market's current position in the commercial
real estate cycle and supply/demand fundamentals in Liberty's
markets. While growth in e-commerce demand (primarily big-box) is
outpacing GDP growth, it represents an incremental and underserved
form of demand that should be sustainable for the foreseeable
future. Fitch expects Liberty to begin approximately $500 million
to $700 million of new developments during 2016 with roughly
two-thirds initiated on a speculative basis. Asset sales
(predominantly from within the company's remaining suburban office
portfolio) will likely represent the company's principal source of
development funding.

Repositioning Should Improve Portfolio

Liberty's repositioning strategy will improve its portfolio by
establishing a national industrial footprint, combined with
sharpening its focus on office properties in a few key, core metro
markets. Since a repositioning announcement in 2013, the company
has grown its industrial platform via development and portfolio
acquisitions.

Fitch views this repositioning strategy as positive, presuming it
is fully executed. The strategy will enhance asset value and drive
improved long-term cash flow growth and stability, as it should
reduce the amount of recurring capex incurred for suburban office
properties. The company's recently announced sale of 108 non-core
suburban properties for $969 million is illustrative of the
company's ability to dispose of higher capital expenditure assets.

Moderate Liquidity Pressure

Pro forma for the bond offering, Fitch's stressed liquidity
analysis shows Liberty's uses of cash exceeding its internally
generated sources of cash for the period July 1, 2016 to Dec. 31,
2017 excluding any projected asset sales. Unsecured bond maturities
and elevated development funding commitments are the principal uses
of Liberty's cash during the next two years. Fitch estimates the
company's liquidity coverage will improve to 0.9x from 0.8x if the
company refinances 80% of maturing mortgage debt. Fitch said, “We
expect the company will fund its development pipeline and some debt
maturities with asset sales, which would mitigate the liquidity
shortfall but introduces execution risk should the timing of asset
sales not be sufficient to fund development.”

Conservative Leasing Profile

Liberty's lease maturity schedule is reasonably well balanced
through 2021. On average, leases representing less than 11% of the
company's wholly-owned annual base rent (ABR) expire per year
through 2021 with a maximum of 14% of base rents expiring in 2019.
Fitch expects Liberty's average occupancy to increase by 1% to 2%
during 2016 to 2018, due to strength in its industrial portfolio,
offset by modest occupancy losses in its office portfolio.

Liberty's rents are expected to grow by 1% to 4%, on average,
during 2016 on a GAAP basis, with mid- to low-single-digit negative
suburban office lease spreads partially offsetting positive
mid-single-digit industrial rent spreads and low-single-digit flex
property spreads.

Modest Internal Growth

Fitch anticipates only moderate same-store net operating income
(SSNOI) growth during the next two years, despite strengthening
industrial fundamentals. Liberty's GAAP SSNOI is expected to be
flat to up 3% in 2016, and to remain around 2% for 2017 and 2018 as
the company disposes of most of its office portfolio. Liberty's
SSNOI change was 2.2% for the quarter ended June 30, 2016 and 2.6%,
-1%, 1.3% and -0.8% for 2015, 2014, 2013 and 2012, respectively.

Slightly low UA/UD Coverage

Fitch estimates Liberty's unencumbered asset coverage of unsecured
debt (UA/UD) around 1.8x as of June 30, 2016. This level of
coverage is slightly low for the 'BBB' rating - most Fitch-rated
REITs have coverage exceeding 2.0x. Fitch calculates UA/UD under a
direct capitalization approach of unencumbered NOI that assumes a
stressed 8.5% cap rate.

Weak Dividend Coverage

Liberty's AFFO payout ratio was in the low 90%'s for the TTM ended
June 30, 2016 and 94% and 98.5% for 2015 and 2014, respectively.
The company continues to reduce its exposure to commodity suburban
office properties in favor of less capital-intensive industrial
assets and metro/CBD office (i.e. Philadelphia and Washington,
D.C.). Although the REIT model is not reliant on internally
generated cash flow as a source of funds, Fitch generally views
persistently high AFFO payout ratios as a weakness in corporate
governance that is evidence of a focus on shareholders over
bondholders.

Cycle-Tested Management; Some Shareholder-Friendly Actions
The ratings also reflect the strength of Liberty's management team,
including senior officers and property and leasing managers. The
company has upgraded its portfolio historically by selling
lower-growth assets, such as secondary-market suburban office and
flex properties. Liberty has used the proceeds to acquire and
develop industrial distribution assets, which have exhibited
stronger demand characteristics and are less capital intensive.
These positives are offset in part by shareholder-friendly
activities, such as a persistently high AFFO payout ratio and
recently engaging in share buybacks, both to the detriment of
unsecured bondholders.

Preferred Stock Notching

The two-notch differential between Liberty'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.

Stable Outlook

The Stable Outlook reflects Fitch's expectation that Liberty's
credit metrics will remain consistent for the 'BBB' rating over the
rating horizon.

KEY ASSUMPTIONS

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

   -- SSNOI growth of 2% during 2016, 2017 and 2018;

   -- Land acquisitions of $50 million per year during through
      2018;

   -- Development spending of $550 million in 2016 and $450  
      million in 2017 and 2018;

   -- Development deliveries of $400 million per year through 2018

      at yields of 7%;

   -- Dispositions of $1 billion during 2016, $300 million in
      2017, and $200 million in 2018 at an average cap rate of
      8.3%;

   -- $400 million of unsecured bond issuance in 2017 and $300
      million in 2018;

   -- No equity issuance.

RATING SENSITIVITIES
The following factors may result in positive momentum in the rating
and/or Outlook:

   -- Fitch's expectation of leverage sustaining below 5.5x
      (leverage was 6.0x as of June 30, 2016);

   -- Fitch's expectation of fixed charge coverage sustaining
      above 3.0x (FCC was 3.0x for the TTM ended June 30, 2016);

   -- UA/UD sustaining above 2.3x.

The following factors may result in negative momentum in the rating
and/or Outlook:

   -- Fitch's expectation of leverage sustaining above 7x for
      several quarters;

   -- Fitch's expectation of FCC sustaining below 2.3x for several

      quarters;

   -- Fitch's expectation of an AFFO dividend payout ratio
      sustaining above 100%.

FULL LIST OF RATING ACTIONS

Fitch currently rates LPT as follows:

   Liberty Property Trust

   -- IDR 'BBB'.

   Liberty Property Limited Partnership

   -- IDR 'BBB';

   -- Unsecured revolving credit facility 'BBB';

   -- Medium-term notes 'BBB';

   -- Senior unsecured notes 'BBB';

   -- Preferred operating units 'BB+'.

The Rating Outlook is Stable.


LSC COMMUNICATIONS: Moody's Assigns Ba3 CFR, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service assigned a first time Ba3 corporate
family rating and Ba3-PD probability of default rating to LSC
Communications, Inc. (LSC) in conjunction with the company
launching a $1.2 billion debt financing in conjunction with its
pending tax-free spin out of RR Donnelley & Sons Company (RRD; Ba3
developing).  As part of the same rating action, LSC's $400 million
super priority senior secured revolving credit facility was rated
Baa3, and its $425 million senior secured term loan B and $400
million senior secured notes were rated Ba3.  Moody's also assigned
an SGL-1 speculative grade liquidity rating (very good liquidity)
and a stable ratings outlook.

Proceeds will be used to finance a special cash dividend to RRD as
part of the spin transaction.  This is the first time that Moody's
has rated LSC.  The ratings are contingent upon Moody's review of
final documentation and no material change in the size, terms and
conditions of the transaction as advised to Moody's.

This summarizes the rating action and LSC's ratings:

Issuer: LSC Communications, Inc.

  Corporate Family Rating, Assigned Ba3

  Probability of Default Rating, Assigned Ba3-PD

  Outlook, Assigned Stable

  Speculative Grade Liquidity Rating, Assigned SGL-1

  Senior Secured Bank Revolving Credit Facility, Assigned Baa3
   (LGD1)

  Senior Secured Term Loan B, Assigned Ba3 (LGD3)

  Senior Secured Notes, Assigned Ba3 (LGD3)

                        RATINGS RATIONALE

LSC's Ba3 CFR is driven by Moody's expectations that leverage of
Debt-to-EBITDA will decline to ~3x during the next two years.
Additionally, Moody's expects the company will use its ample free
cash flow to reduce debt and leverage, even if ongoing secular
pressures stemming from digital communication's continuing erosion
of legacy print business' profitability cause negative growth.  The
rating is constrained by a lack of forward visibility of activity
levels and ongoing secular pressures that adversely affect growth
prospects, matters which are exacerbated by LSC's opaque financial
reporting.  While there is no acquisition activity in Moody's
forecast, management's historic acquisitiveness and related growth
strategy also weighs against the rating.

Moody's assesses LSC's liquidity as SGL-1 (very good) based on
expectations that the company will generate $125 million to
$150 million of annual free cash flow, and have access to an
undrawn, five-year, $400 million revolving credit facility.
Moody's presumes financial covenant cushions of at least 25% and
the company has no near term debt maturities.

Rating Outlook

The stable outlook is predicated on expectations of strong free
cash flow generation and a focus on de-levering, with leverage of
Debt/EBITDA maintained at about 3x through 2017/2018 (estimated pro
form at the end of 2016, 3.9x).

Factors that Could Lead to an Upgrade

The rating could be upgraded were Moody's to anticipate: i)
leverage of Debt/EBITDA being sustained below 2.5x (estimated pro
form at the end of 2016, 3.9x), along with ii) maintenance of solid
liquidity arrangements; and iii) solid operating fundamentals with
positive organic growth and no worse than stable margins.

Factors that Could Lead to a Downgrade

The rating could be downgraded were Moody's to anticipate: i)
leverage of Debt/EBITDA being sustained above 3.25x (estimated pro
form at the end of 2016, 3.9x), or ii) were liquidity arrangements
to deteriorate; or iii) business' fundamentals to deteriorate,
evidenced by, for example, either margin compression or
accelerating revenue declines.

The principal methodology used in these ratings was Global
Publishing Industry published in December 2011.

Headquartered in Chicago, Illinois, LSC Communications, Inc. (LSC),
is a retail-centric print/publishing services and office products
company with annual sales of about $3.5 billion.


LSC COMMUNICATIONS: S&P Assigns 'B+' CCR, Outlook Negative
----------------------------------------------------------
S&P Global Ratings said that it assigned its 'B+' corporate credit
rating to Chicago-based printing company LSC Communications Inc.
The rating outlook is negative.

Simultaneously, S&P assigned its 'BB' issue-level rating and '1'
recovery rating to the company's $400 million priority senior
secured revolving credit facility due 2021.  The '1' recovery
rating indicates our expectation for very high (90%-100%) recovery
of principal in the event of a payment default.

In addition, S&P also assigned its 'B' issue-level rating and '5'
recovery rating to the company's $425 million senior secured term
loan due 2023 and $400 million senior secured notes.  The '5'
recovery rating indicates S&P's expectation for modest (10%-30%;
upper half of the range) recovery of principal in the event of a
default.

"The 'B+' corporate credit rating reflects the structural decline
and intense price competition in the print industry, and LSC's good
scale, market position, cash flow generation, and pro forma
adjusted leverage forecast at 3.5x in 2016," said S&P Global
Ratings' credit analyst Minesh Patel.

The negative outlook reflects S&P's view that LSC's adjusted
leverage is high and there is negligible margin for additional
leverage at the 3.0x-3.5x leverage threshold for the rating.  The
outlook also reflects the risk that weaker-than-expected operating
performance, economic weakness, lower debt repayment, or an
increase in the secular headwinds could cause leverage to rise
above 3.5x.

S&P could lower its corporate credit rating on LSC if S&P believes
leverage will rise above 3.5x or remains at the high end of S&P's
3.x-3.5x leverage threshold, or if covenant compliance declines to
less than 15%.  A downgrade would likely result from
mid-single-digit revenue declines or due to the company facing
difficulties reducing costs in line with revenue declines or
operational missteps.  S&P could also consider a downgrade if the
company initiates any shareholder-rewarding programs or pursues
large acquisition that changes S&P's view of its financial policy.

Although an upgrade is unlikely over the next 12 months, S&P could
raise the rating if it become convinced that downward pressure on
both volume and price in the print industry will ease, and the
company will be able to achieve stable revenue or positive organic
growth, and maintain a stable EBITDA margin above 10%.


LUIS GUTIERREZ: Oct. 13 Plan Confirmation Hearing
-------------------------------------------------
Judge Victoria S. Kaufman of the U.S. Bankruptcy Court for the
Central District of California on August 31, 2016, approved the
disclosure statement explaining Luis Gutierrez and Elizabeth
Gutierrez's Chapter 11 Plan of Reorganization, after determining
that the Disclosure Statement contains information adequate to
enable creditors, equity security holders, and other holders of
claims and interests to make an informed judgment about the
Debtors' Plan, and satisfies the requirements of Section 1125 of
the Bankruptcy Code.

Objections to confirmation of the Debtors' Plan, written
acceptances, or rejections of the Debtors' Plan, or the ballot form
must be filed and served on or before September 23, 2016.

On or before October 3, 2016, the Debtors are to file a ballot
tabulation, authenticated copies of the timely returned ballots,
and a brief with a declaration in support of Confirmation of
Debtors' Plan, served upon the United States Trustee and any party
that has timely filed and served a preliminary objection to
confirmation by the balloting deadline and any party that voted
against the proposed plan.

A hearing on confirmation of the Debtors' Plan or any objections to
confirmation will be held on October 13, 2016 at 1:00 p.m.

The Debtors' Status Conference Hearing is set for October 13, 2016
at 1:00 p.m.

Luis Gutierrez and Elizabeth Gutierrez filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 15-12768) filed August 19, 2015.

The Debtors are represented by:

     Anthony O. Egbase, Esq.
     Kevin Tang, Esq.
     2 Crystle J. Lindsey
     A.O.E. LAW & ASSOCIATES, APLC
     350 South Figueroa Street, Suite 189
     Los Angeles, CA 90071
     Tel: (213) 620-7070
     Fax: (213) 620-1200
     Email: info@anthonyegbaselaw.com


M.M.B. ENTERPRISES: Disclosure Statement Gets Interim Approval
---------------------------------------------------------------
The Hon. Paul G. Hyman, Jr., of the U.S. Bankruptcy Court for the
Southern District of Florida has approved M.M.B. Enterprises,
Inc.'s disclosure statement on an interim basis.

Confirmation hearing and hearing on final approval of Disclosure
Statement is scheduled for Sept. 13, 2016, at 9:30 a.m.

As reported by the Troubled Company Reporter on Aug. 4, 2016, the
Debtor filed with the Court a Chapter 11 plan of reorganization
that will set aside $87,705 to pay general unsecured creditors.
Under the proposed plan, creditors holding Class 4 general
unsecured claims will receive a pro rata share of $87,705, to be
paid over 10 years at 1% interest in monthly payments of $768.

The deadline for filing proponent's report and confirmation
affidavit is Sept. 8, 2016.

The deadline for individual debtors to file certificate for
confirmation regarding payment of domestic support obligations and
filing of required tax returns is Sept. 8, 2016.

                     About M.M.B. Enterprises

M.M.B. Enterprises, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S. D. Fla. Case No. 13-35345) on Oct. 22,
2013.  The petition was signed by Michael D. Brill, president.

At the time of the filing, the Debtor disclosed $1.03 million in
assets and $2.3 million in liabilities.


MARGARET M. MCGREEVY: Unsecureds To Get Paid $100K Under Plan
-------------------------------------------------------------
Margaret M. McGreevy filed with the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania a second amended disclosure
statement with respect to the plan of reorganization proposed by
the Debtor dated Aug. 18, 2016.

The remaining unsecured claims of the judgment holders will be
included with, and paid pro rata with, the Class 5 General
Unsecured Claims.  This class also consists of the scheduled and
filed unsecured claims which aggregate approximately $3,536 and the
claims of the enumerated taxing authorities and judgment creditors.


These classes of creditors total $7,455,131.78 in unsecured claims.
The Debtor will make payments to allowed unsecured creditors in
these classes of $20,000 per year for five years, totaling
$100,000, which will be distributed pro rata to the holders of
allowed unsecured claims, including the unsecured claims resulting
from the removal of liens held by the Class 2 through Class 4
creditors.

The Debtor earns income through Claire John Seven, LLC, in which
she has no ownership interest.  She will contribute five years of
her net income to fund the Plan.  As this income is likely
insufficient to fund the entire Plan, the remaining obligations of
the Plan will be funded by her husband, through the operations of
McGreevy Family 2, LP.  The substantial monetary contributions to
this Plan from McGreevy Family will constitute a "new value"
contribution on behalf of the Debtor in accordance with applicable
case law.

The contributions from Debtor's spouse's business operations will
fund (a) any shortfall in Debtor's household and living expenses
over and above her income from Claire John Seven, LLC (including
her then-current mortgage and tax obligations) (b) payments made to
the Class 1 Creditor, Wilmington Savings Fund Society to cure
arrearages on the first and second mortgage positions on Debtor's
residence, (c) payments upon Debtor's obligations to Unsecured
Priority Creditors holding priority tax claims, and (d) a "pot" for
pro rata distributions to all unsecured creditors.

The Second Amended Disclosure Statement is available at:

         http://bankrupt.com/misc/paeb15-19029-82.pdf

The Plan was filed by the Debtor's counsel:

     Allen B. Dubroff, Esq.
     LAW OFFICES OF ALLEN B. DUBROFF, ESQ., & ASSOCIATES, LLC
     1500 JFK Boulevard, Suite
     1030 Philadelphia, PA 19102
     Tel: (215) 568-2700
     E-mail: allen@dubrofflawllc.com

                      About Margaret McGreevy

Margaret McGreevy filed a Chapter 11 petition (Bankr. E.D. Penn.
Case No. 15-19029) on Dec. 17, 2015.

The Debtor was formerly a registered nurse, but in recent years has
given up nursing and has been working for her daughter's real
estate company, Claire John Seven, LLC.   The Debtor is married to
Daniel McGreevy, who is not in bankruptcy and who is in the
commercial real estate development and brokerage business.

The Debtor's attorney is Allen B. Dubroff, Esq., at Allen B.
Dubroff & Associates, LLC.


METROTEK ELECTRICAL: Hires Withum Smith as Accountant
-----------------------------------------------------
MetroTek Electrical Services Company, seeks authority from the U.S.
Bankruptcy Court for the District of New Jersey to employ Withum
Smith & Brown, P.C. as accountant to the Debtor.

MetroTek Electrical requires Withum Smith to:

   -- provide accounting services, tax preparation and tax
      advice; and

   -- assist the Debtor with the monthly operating reports and
      cash flow projections for plan.

Withum Smith will be paid at these hourly rates:

     Partners                 $450
     Managers                 $300-$350
     Staff Accountants        $150-$250

Withum Smith will be paid a retainer in the amount of $10,000.

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

James F. Weeks, member of Withum Smith & Brown, 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 Debtor and its estates.

Withum Smith can be reached at:

     James F. Weeks
     WITHUM SMITH & BROWN, P.C.
     465 South Street, Suite 200
     Morristown, NH 07960-6497
     Tel: (973) 898-9494
     Fax: (973) 898-0686

             About MetroTek Electrical Services Company

MetroTek Electrical Services Company filed a chapter 11 petition
(Bankr. D.N.J. Case No. 16-25628) on August 15, 2016. The petition
was signed by Reiner Jaeckle, chief operating officer. The case is
assigned to Judge Christine Gravelle. The Debtor is represented by
Allen I. Gorski, Esq., at Gorski & Knowlton PC. The Debtor
disclosed assets at $641,184 and debts at $2.56 million.

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



MICHAEL MCNULTY: Proposes Oct. 5 Disclosure Statement Hearing
-------------------------------------------------------------
Michael McNulty asks the U.S. Bankruptcy Court for the Central
District of California to approve the disclosure statement in
support of his plan of reorganization and proposed a hearing for
October 5, 2016, at 10:00 a.m.

Michael McNulty filed a Chapter 11 petition (Bankr. C.D. Cal. Case
No. 15-22962) on August 18, 2015.

The Debtor is represented by:

     Onyinye N. Anyama, Esq.
     ANYAMA LAW FIRM, APLC
     18000 Studebaker Road, Suite 700
     Cerritos, CA 90703
     Tel: (562)467-8942
     Fax: (562)467-8942
     Email: info@anyamalaw.com


MICHAEL'S CRABS: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Michael's Crabs and Seafood, LLC.

Michael's Crabs and Seafood, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. D. Md. Case No. 16-21057) on Aug. 17, 2016.
Stephen J. Kleeman, Esq., at the Law Offices of Stephen J. Kleeman
serves as the Debtor's bankruptcy counsel.


MIYAGI SUSHI: Hires Yi & Madrosen as General Bankruptcy Counsel
---------------------------------------------------------------
Miyagi Sushi, Inc., seeks authority from the U.S. Bankruptcy Court
for the Central District of California to employ The Law Office of
Yi & Madrosen as general bankruptcy counsel to the Debtor.

Miyagi Sushi requires Yi & Madrosen to:

   a. advise the Debtor of its legal rights and remedies in the
      bankruptcy proceeding;

   b. negotiate with the attorneys for the unsecured creditors;

   c. negotiate with creditors for the Debtor;

   d. represent the Debtor at any meetings of creditors;

   e. represent the Debtor in connection with any Motion to
      Dismiss or Convert;

   f. assist the Debtor in complying with all the rules and
      regulations of the Office of the U.S. Trustee;

   g. assist in the preparation of paperwork needed to continue
      and conclude the Chapter 11 proceeding;

   h. prepare Notices of Automatic Stay in all State Court
      proceedings in which the Debtor is sued during the pendency
      of the bankruptcy proceeding;

   i. respond to any Motions filed in the bankruptcy proceeding;
      and

   j. respond to creditor inquiries, review proofs of claim,
      object to inappropriate claims and prepare a Disclosure
      Statement and Plan of Reorganization for the Debtor.

Yi & Madrosen will be paid at these hourly rates:

     Michael H. Yi, Partner                 $300
     Ian C. Madrosen, Senior Associate      $250
     Eunice Ku, Paralegal                   $150

Yi & Madrosen will be paid a retainer in the amount of $20,000.

Yi & Madrosen will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Michael H. Yi, partner of the law firm of Yi & Madrosen, 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.

Yi & Madrosen can be reached at:

     Michael H. Yi
     THE LAW OFFICE OF YI & MADROSEN
     3435 Wilshire Blvd. Suite 1045
     Los Angeles, CA 90010
     Tel: (213) 377-5447

                     About Miyagi Sushi

Miyagi Sushi, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
C.D. Cal. Case No. 16-16990) on August 4, 2016, disclosing under $1
million in both assets and liabilities. The Debtor is represented
by Michael H. Yi, Esq., at the law firm of Yi & Madrosen

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



MODERN SHOE: Hires Fox Rothschild as Trademark Counsel
------------------------------------------------------
Modern Shoe Company LLC and Highline United LLC seek authority from
the U.S. Bankruptcy Court for the District of Massachusetts to
employ Fox Rothschild LLP as trademark counsel to the Debtors.

Modern Shoe requires Fox Rothschild to:

   a. advise the Debtors concerning matters of trademark law; and

   b. review and respond to allegations of trademark infringement
      and demands for defense or indemnification asserted against
      the Debtors.

Fox Rothschild will be paid at these hourly rates:

     Leonard N. Budow, Partner           $625
     Michael Leonard, Partner            $490

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

Leonard N. Budow, partner in the law firm of Fox Rothschild 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.

Fox Rothschild can be reached at:

     Leonard N. Budow, Esq.
     FOX ROTHSCHILD LLP
     100 Park Avenue, Suite 1500
     New York, NY 10017
     Tel: (212) 878-7902
     Fax: (212) 692-0940
     E-mail: lbudow@foxrothschild.com

                      About Modern Shoe

Headquartered in Hyde Park, Massachusetts, Modern Shoe Company LLC
and Highline United LLC are specialty designers, wholesalers, and
importers of premium-segment footwear.  They provide design
specifications, including style, color, and material, to third
party manufacturers, and the footwear is manufactured overseas,
primarily in China, by JS Macao International, Universal Max and
Ash (HK) Limited, which companies share some common ownership with
Modern Shoe's ultimate ownership.  Modern Show also previously
manufactured handbags, but discontinued that business in November
2015.

Modern Shoe and Highline United filed separate Chapter 11
bankruptcy petitions (Bankr. D. Mass. Case Nos. 16-11658 and
16-11659) on May 2, 2016. The petitions were signed by Kimberley
Bradley as COO and CFO.

Modern Shoe estimated assets in the range of $1 million to $10
million and liabilities of up to $50 million. Highline United
estimated assets and liabilities in the range of $10 million to $50
million.

The Debtors have hired Foley Hoag LLP as counsel, Verdolino &
Lowey, P.C. as accountant and BErickson Group, LLC as restructuring
advisor.

Judge Melvin S. Hoffman has been assigned the cases.

The Official Committee of Unsecured Creditors hired Brown Rudnick
LLP as its legal counsel, CBIZ Corporate Recovery Services as its
financial advisor.


MOUNTAIN WOOD: Court Prohibits Use of First Bank of Tennessee Cash
------------------------------------------------------------------
Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the
Middle District of Florida prohibited Mountain Wood Products, LLC
from using cash collateral after being asked to do so by the First
Bank of Tennessee.

The Debtor was directed to provide the First Bank of Tennessee with
an accounting of cash collateral received within the 90 days
pre-petition and since the filing date, and the current status of
the funds.

A full-text copy of the Order, dated Sept. 7, 2016, is available at
https://is.gd/ATVjQl

                      About Mountain Wood Products

Mountain Wood Products, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M. D. Fla. Case No. 16-07235) on Aug.
23, 2016.  The petition was signed by David L. Creeley, managing
member.  The Debtor is represented by Buddy D. Ford, Esq., at Buddy
D. Ford, P.A.

At the time of the filing, the Debtor disclosed $6.64 million in
assets and $4.33 million in liabilities.


MRI INTERVENTIONS: Voyager Reports 21.04% Stake as of Sept. 2
-------------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, Voyager Therapeutics, Inc. disclosed that as of  Sept.
2, 2016, it beneficially owns 760,000 shares of common stock and
warrants to purchase shares of the Common Stock of MRI
Interventions, Inc., representing 21.04 percent of the shares
outstanding.  Voyager is a clinical-stage gene therapy company
focused on developing life-changing treatments for patients
suffering from severe diseases of the central nervous system.

The shares of Common Stock and the Warrants beneficially owned by
Voyager as reported in the Schedule 13D were acquired through funds
from Voyager's working capital.  Voyager's Board of Directors
approved the use of the funds for the purpose of purchasing the
shares of Common Stock and Warrants reported in the Schedule 13D.

On Sept. 2, 2016, the Company and the purchasers defined in the
Purchase Agreement, including Voyager, entered into a Securities
Purchase Agreement pursuant to which, the Company offered for sale
units consisting of one share of Common Stock and a Warrant to
purchase 0.90 shares of Common Stock.

In connection with the Purchase Agreement, the Company and the
purchasers, including Voyager, entered into a Registration Rights
Agreement, pursuant to which the Issuer agreed to register the
Registrable Securities by the thirtieth calendar day following the
Closing Date of the Purchase Agreement.

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

                   About MRI Interventions

Based in Irvine, Calif., MRI Interventions, Inc., is a medical
device company.  The Company develops and commercializes platforms
for performing minimally invasive surgical procedures in the brain
and heart under direct, intra-procedural magnetic resonance imaging
(MRI) guidance.  It has two product platforms: ClearPoint system,
which is used to perform minimally invasive surgical procedures in
the brain and ClearTrace system, which is under development, to be
used to perform minimally invasive surgical procedures in the
heart.

As of June 30, 2016, MRI Interventions had $6.44 million in total
assets, $10.41 million in total liabilities and a total
stockholders' deficit of $3.96 million.

MRI Interventions reported a net loss of $8.44 million in 2015
following a net loss of $4.52 million in 2014.

Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company incurred net
losses during the years ended Dec. 31, 2015, and 2014 of
approximately $8.4 million and $4.5 million, respectively.
Additionally, the stockholders' deficit at December 31, 2015 was
approximately $2 million.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.


NAVIDEA BIOPHARMACEUTICALS: Credit Access Raise Going Concern Doubt
-------------------------------------------------------------------
Navidea Biopharmaceuticals, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $6.10 million on $5.39 million of total revenues for
the three months ended June 30, 2016, compared to a net loss of
$5.88 million on $2.87 million of total revenues for the same
period in 2015.

As of June 30, 2016, the Company had $8.68 million in total assets,
$72.59 million in total liabilities and a total stockholders'
deficit of $63.91 million.

As of June 30, 2016, the outstanding principal balance of the
Platinum Note was approximately $9.1 million, with $27.3 million
currently available under the credit facility.  An additional $15
million is potentially available under the credit facility on terms
to be negotiated.  However, based on Platinum's recently stated
intent to liquidate their funds, Navidea has substantial doubt
about Platinum's ability to fund future draw requests under the
credit facility.  The inability to access credit under the Platinum
Loan Agreement or other potentially available arrangements could
materially adversely affect the Company's operations and financial
condition and the Company's ability to continue as a going
concern.

In addition, the Platinum Loan Agreement carries standard
non-financial covenants typical for commercial loan agreements,
many of which are similar to those contained in the CRG Loan
Agreement, that impose significant requirements on the Company.
The Company's ability to comply with these provisions may be
affected by changes in its business condition or results of its
operations, or other events beyond Company's control.  The breach
of any of these covenants would result in a default under the
Platinum Loan Agreement, permitting Platinum to terminate the
Company's ability to obtain additional draws under the Platinum
Loan Agreement and accelerate the maturity of the debt, subject to
the limitations of the Subordination Agreement with CRG.  Such
actions by Platinum could materially adversely affect the Company's
operations, results of operations and financial condition,
including causing the Company to substantially curtail its product
development activities.

The Platinum Loan Agreement includes a covenant that results in an
event of default on the Platinum Loan Agreement upon default on the
CRG Loan Agreement.  The Company is maintaining its position that
CRG's alleged claims do not constitute events of default under the
CRG Loan Agreement and believes it has defenses against such
claims.  The Company has obtained a waiver from Platinum confirming
that the Company is not in default under the Platinum Loan
Agreement as a result of the alleged default on the CRG Loan
Agreement and as such, the Company currently in compliance with all
covenants under the Platinum Loan Agreement.

A full-text copy of the company's quarterly report is available for
free at:

                             https://is.gd/9vLGFO

Navidea Biopharmaceuticals, Inc., is focused on the development and
commercialization of precision diagnostic agents and therapeutics
for individuals with conditions like cancer, autoimmune diseases,
dementia and movement disorders.  The Company offers Lymphoseek(R),
a radiopharmaceutical agent for lympathic mapping, and NAV4694, a
PET imaging agent designed to diagnosis mild cognitive impairment
and dementia.



NAVISTAR INTERNATIONAL: Signs Procurement JV Framework Agreement
----------------------------------------------------------------
Navistar International Corporation's operating subsidiary,
Navistar, Inc., entered into a Framework Agreement Concerning
Technology Licensing and Supply and a Procurement JV Framework
Agreement with Volkswagen Truck & Bus GmbH.  Pursuant to the
License and Supply Framework Agreement, the parties have agreed to
use commercially reasonable efforts to enter into individual
contracts in respect of the licensing and supply of certain engines
and technologies, conduct feasibility studies in order to
investigate the feasibility of sharing certain technologies and
begin good faith discussions on possible collaboration with respect
to certain powertrain combinations and other strategic initiatives.
Navistar, Inc. and VW T&B also intend to enter into certain other
commercial arrangements, including the formation of a joint venture
focused on sourcing, evaluating, negotiating and recommending joint
procurement opportunities, the terms of which are set forth in the
Procurement JV Framework Agreement.

Copies of the Agreements are available for free at:

                     https://is.gd/f6soKf
                     https://is.gd/PxYWLP

                   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.

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.

                          *     *     *

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.


NEPHROGENEX INC: Court Extends Exclusivity Thru Dec. 26
-------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court issued
an order approving NephroGenex's motion to extend the exclusive
period by 120 days during which the Company can file a Chapter 11
plan and solicit acceptances thereof through and including December
26, 2016 and February 24, 2017, respectively.  As previously
reported, "The Plan Period is set to expire on August 28, 2016, and
the Solicitation Period is set to expire on October 27, 2016.  The
extensions requested in the Motion will provide the Debtor the
opportunity to complete its sale process and negotiate, file and
solicit a chapter 11 plan for the distribution of assets to
creditors.  Importantly, the Debtor and its advisors continue to
engage with potential purchasers, with the goal of seeking approval
of sale and bidding procedures during the coming month.  In light
of the foregoing, the Debtor submits that its demonstrated progress
to date provides ample cause to extend the Exclusive Periods."

                      About NephroGenex

Raleigh, N.C.-based NephroGenex, Inc., is a drug development
company that focuses on developing novel therapies for kidney
disease.  It develops Pyridorin (pyridoxamine dihydrochoride), a
therapeutic agent, which is in Phase III clinical study for the
treatment of diabetic nephropathy.

It filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case
No. 16-11074) on April 30, 2016, listing $4.9 million in total
assets as of April 30, 2016, and $6.2 million in total debts as of
April 30, 2016.  The petition was signed by John P. Hamill, chief
executive officer and chief financial officer.

David R. Hurst, Esq., at Cole Scotz P.C. serves as the Debtor's
bankruptcy counsel.

Cassel Salpeter & Co. LLC is the Debtor's investment banker and
financial advisor.

Kurtzman Carson Consultants LLC is the Debtor's claims and
Noticing agent.


NET ELEMENT: Swaps $100,000 Tranche for 90,138 Shares
-----------------------------------------------------
Net Element, Inc., opted to exchange a tranche in the aggregate
amount of $100,000 for 90,138 shares of the Company common stock
based on the "exchange price" of $1.11 per share for this tranche
pursuant to the Master Exchange Agreement, with Crede CG III, Ltd.,
as disclosed in a Form 8-K filed with the Securities and Exchange
Commission on Sept. 9, 2016.

                      About Net Element

Miami, Fla.-based Net Element International, Inc., formerly Net
Element, Inc., currently operates several online media Web sites
in the film, auto racing and emerging music talent markets.

Net Element reported a net loss of $13.3 million on $40.2 million
of total revenues for the year ended Dec. 31, 2015, compared to a
net loss of $10.2 million on $21.4 million of total revenues for
the year ended Dec. 31, 2014.

As of March 31, 2016, Net Element had $21.6 million in total
assets, $14.1 million in total liabilities and $7.55 million in
total stockholders' equity.

Daszkal Bolton LLP, in Fort Lauderdale, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has sustained
recurring losses from operations and has working capital and
accumulated deficits that raise substantial doubt about its ability
to continue as a going concern.


NEW CAL-NEVA: U.S. Trustee Forms 4-Member Committee
---------------------------------------------------
U.S. Trustee Tracy Hope Davis on Sept. 13 appointed four creditors
to serve on the official committee of unsecured creditors of New
Cal-Neva Lodge, LLC.

The committee members are:

     (1) Mark Briggs
         The PENTA Building Group, LLC
         181 E Warm Springs Boulevard
         Las Vegas, NV 89119

     (2) Todd Perry
         Briggs Electric, Inc.
         14381 Franklin Avenue
         Tustin, CA 92780

     (3) Len Savage
         Savage & Son, Inc.
         3101 Yori Avenue
         Reno, NV 89502

     (4) B. Koehn
         Victory Woodworks, Inc.
         340 Kresge Lane
         Sparks, NV 89431

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

New Cal-Neva Lodge, LLC, based in Saint Helena, CA, filed a Chapter
11 petition (Bankr. N.D. Cal. Case No. 16-10648) on July 28, 2016.
The Hon. Thomas E. Carlson presides over the case. Jane Kim, Esq.,
and Peter Benvenutti, Esq., at Keller & Benvenutti LLP, serve as
bankruptcy counsel.

In its petition, the Debtor estimated $50 million to $100 million
in assets and $10 million to $50 million in liabilities.  The
petition was signed by Robert Radovan, president and secretary.


NEW CAL-NEVA: Wants Authorization to Use Cash, Get Financing
------------------------------------------------------------
New Cal-Neva Lodge, LLC, asks the U.S. Bankruptcy Court for the
Northern District of California for authorization to use cash
collateral and obtain post-petition financing pursuant to the
Stipulation it had entered into with Hall CA-NV, LLC, Ladera
Development, LLC and The PENTA Building Group, LLC.

The Debtor's primary asset is a 191-room resort and casino known as
the Cal Neva Lodge & Casino.  The Debtor relates that the Property
is in the process of a complete redevelopment and refinancing.  The
Debtor further relates that in the meantime, there are certain
critical payments that it must make to maintain and preserve the
value of the Property.  

The Debtor is indebted to Hall in an amount not less than $22
million of principal and accrued and unpaid interest, plus any
pre-petition costs, expenses or attorneys' fees.  The indebtedness
is secured by liens against substantially all of the Debtor's real
and personal property, including the Property and the Debtor's cash
collateral generated from the Property.

The Debtor is likewise indebted to Ladera in the original principal
amount of $6 million.  The indebtedness is secured by liens against
the Property and substantially all of the Debtor's personal
property, including cash collateral generated from the Property.

Penta alleges that the Debtor owes it and its subcontractors are
owed in excess of $9 million for unpaid amounts due under a
construction contract for the renovation of its resort.

The Debtor tells the Court that Hall has agreed, and Ladera and
Penta have consented, to permit the Debtor to use certain limited
cash collateral and to make certain limited advances pursuant to
the terms of their Stipulation.

The Stipulation contains, among others, the following relevant
terms:

     (a) The Debtor may use cash collateral as provided in the
Budget, solely for the purposes of paying the following expenses:

          (i) Critical property maintenance and security expenses
in connection with the Resort.

          (ii) Utilities required to maintain and preserve the
Resort property.

     (b) In addition to the cash collateral, Hall may, but shall
not be obligated to, make additional property expense advances to
fund property expenses related to the Resort, which will not exceed
the amounts in the Budget:

          (i) by more than 10% as to any budget category, or

          (ii) $46,000 per month in the aggregate, without the
prior written consent of Hall, Ladera and Penta.

     The foregoing limitations will not apply, and no separate
consents will be required, with respect to non-recurring advances
not to exceed $25,000 in the aggregate on account of
"winterization" expenses as described in the Budget.

     (c) To the extent the liens of Hall and Ladera do not already
extend to the post-petition cable antenna rentals, the Lenders are
granted like-kind replacement liens in the same extent and priority
as the Lenders' pre-petition liens.

Under the terms of the Stipulation, Hall's consent to the use of
cash collateral, and the availability of the limited advances,
terminate no later than October 31, 2016, absent unanimous written
consent of the parties, and may terminate earlier upon the
occurrence of certain specified events.

A full-text copy of the Debtor's Motion, dated September 7, 2016,
is available at https://is.gd/h4icWe

A full-text copy of the Stipulation, dated September 7, 2016, is
available at https://is.gd/sIJJvv

                 About New Cal-Neva Lodge

New Cal-Neva Lodge, LLC, based in Saint Helena, CA, filed a Chapter
11 petition (Bankr. N.D. Cal. Case No. 16-10648) on July 28, 2016.

The Hon. Thomas E. Carlson presides over the case. Jane Kim, Esq.,
and Peter Benvenutti, Esq., at Keller & Benvenutti LLP, serve as
bankruptcy counsel.

The Debtor estimated $50 million to $100 million in assets and $10
million to $50 million in liabilities at the time of the filing.
The petition was signed by Robert Radovan, president and secretary.


NEW VISION GROUP: Case Summary & 7 Unsecured Creditors
------------------------------------------------------
Debtor: New Vision Group Home, a New Mexico General Partnership
           aka New Vision Group Home and Shelter
        919 Rencher St.
        Clovis, NM 88101

Case No.: 16-12286

Chapter 11 Petition Date: September 13, 2016

Court: United States Bankruptcy Court
       District of New Mexico (Albuquerque)

Judge: Hon. Robert H. Jacobvitz

Debtor's Counsel: Trey R. Arvizu, III, Esq.
                  ARVIZULAW.COM, LTD.
                  PO Box 1479
                  Las Cruces, NM 88004-1479
                  Tel: 575-527-8600
                  Fax: 575-527-1199
                  E-mail: trey@arvizulaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by David W. Jackson, general partner,
clinical director.

A copy of the Debtor's list of seven unsecured creditors is
available for free at http://bankrupt.com/misc/nmb16-12286.pdf


NORANDA ALUMINUM: Sherwin Alumina Seeks DIP Order Reconsideration
-----------------------------------------------------------------
BankruptcyData.com reported that Sherwin Alumina filed with the
U.S. Bankruptcy Court a motion for entry of an order reconsidering
and modifying the Court's consent order approving a stipulation
amending Noranda Aluminum's final D.I.P. order.  The motion
explains, "Sherwin was entitled to notice of the DIP Amendment
Order because it materially impairs Sherwin's rights. In
particular, the DIP Amendment Order may reduce NBL's assets and
thus impair the recoveries of NBL's creditors. Furthermore,
subsequent to entry of the DIP Amendment Order, NBL's counsel
confirmed that the provision at issue in the DIP Amendment Order
was added to the order at the insistence of Debtors' secured
lenders, even though NBL is not one of the obligors under the
Debtors' prepetition credit facility and NBL's obligations under
the Debtors' postpetition credit facility were satisfied in full
when the sale of the Downstream Business closed in August 2016 and
NBL repaid the funds it had borrowed. There is thus no
justification for impairing NBL's unencumbered assets as part of
the DIP Amendment Order. At the very least, Sherwin, as the largest
unsecured creditor of NBL, should have received more than 97
minutes' notice and opportunity to respond to a motion that sought
to do so. Accordingly, Sherwin respectfully submits that the Court
should vacate paragraph 14 of the DIP Amendment Order." The Court
scheduled an October 6, 2016 hearing to consider the
reconsideration motion, with objections due by September 29, 2016.

                   About Noranda Aluminum

Noranda Aluminum, Inc., and 10 of its affiliates filed separate
Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Lead Case No.
16-10083) on Feb. 8, 2016.  The petitions were signed by Dale W.
Boyles, the chief financial officer.  Judge Barry S. Schermer is
assigned to the cases.

The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison
LLP as counsel, Carmody MacDonald P.C. as local counsel, PJT
Partners, LP as investment banker, Alvarez & Marsal North America,
LLC as restructuring advisors and Prime Clerk LLC as claims,
solicitation and balloting agent.

The Debtors estimated both assets and liabilities in the range of
$1 billion to $10 billion.  As of the Petition Date, the Debtors
had approximately $529.6 million in outstanding principal amount of
secured indebtedness, consisting of a revolving credit facility and
a term loan facility.

The Debtors had approximately 1,857 employees as of the Petition
Date.


NORDICA SOHO: Hires Goldberg Weprin as Counsel
----------------------------------------------
Nordica Soho, LLC, seeks authority from the U.S. Bankruptcy Court
for the Southern District of New York to employ Goldberg Weprin
Finkel Goldstein LLP as counsel to the Debtor.

Nordica Soho requires Goldberg Weprin to:

   a. provide the Debtor with necessary legal advice in
      connection with the operation of its business and property
      during the Chapter 11 case and its responsibilities and
      duties as a debtor-in-possession;

   b. represent the Debtor in all proceedings before the
      bankruptcy Court and the U.S. Trustee;

   c. review and prepare all necessary legal papers, petitions,
      orders, applications, motions, reports and plan documents
      on the Debtor's behalf;

   d. protect the Debtor's interest concerning the sale of the
      property or the refinancing of existing debt; and

   d. perform all other legal services for the Debtor which may
      be necessary to obtain a successful conclusion of the
      Chapter 11 case.

Goldberg Weprin will be paid at these hourly rates:

     Partner              $495
     Associate            $275-$425

Goldberg Weprin will be paid a retainer in the amount of $10,000,
plus $2,000 toward expenses, including the filing fee.

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

Kevin J. Nash, member of Goldberg Weprin Finkel Goldstein 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.

Goldberg Weprin can be reached at:

     Kevin J. Nash, Esq.
     GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
     1501 Broadway, 22nd Floor
     New York, NY 10036
     Tel: (212) 221-5700
     E-mail: knash@gwflaw.com

                     About Nordica Soho

Nordica Soho LLC, based in New York, NY, filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 16-11856) on June 28, 2016. The
Hon. Shelley C. Chapman presides over the case. Kevin J. Nash,
Esq., at Goldberg Weprin Finkel Goldstein LLP, to act as bankruptcy
counsel.

In its petition, the Debtor estimated $10 million to $50 million in
assets and $10 million to $50 million in liabilities. The petition
was signed by Nanci Hom and Harry Shapiro, co-managers.

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



NORDICA SOHO: Hires Holliday Fenoglio as Real Estate Broker
-----------------------------------------------------------
Nordica Soho, LLC, seeks authority from the U.S. Bankruptcy Court
for the Southern District of New York to employ Holliday Fenoglio
Fowler, LLP as real estate broker to the Debtor.

Nordica Soho requires Holliday Fenoglio to:

   a. assist in the solicitation of a going concern buyer for the
      Debtor's property;

   b. assist in the development of financial data and marketing
      presentations to prospective purchasers and investors;

   c. assist with the maintenance of an electronic data room that
      provides information about the Debtor to prospective
      purchasers;

   d. provide weekly status reports to the Debtor; and

   e. provide such other advisory services as customarily
      provided in connection with a real estate Chapter 11
      proceeding.

Holliday Fenoglio will be paid a brokerage fee of 1% of the
purchase price, except that if the purchaser are the Recas Group,
Swiss RI, No Limit, and The Bristol Group, with whom the Debtor
previously had discussions about a possible sale, the compensation
will be 0.7% of the purchase price.

Holliday Fenoglio will also be reimbursed for reasonable
out-of-pocket expenses up to $7,500.

Rob Hinckley, managing director of Holliday Fenoglio Fowler, LLP,
assured the Court that the firm (a) is a "disinterested person"
within the meaning of section 101(14) of the Bankruptcy Code and as
required by section 327(a) of the Bankruptcy Code and referenced by
section 328 of the Bankruptcy Code, and holds no interest
materially adverse to the Debtor, its creditors, or members for the
matters for which it is to be employed; and (b) has no other
connection to the Debtor, its creditors, members or related
parties.

Holliday Fenoglio can be reached at:

     Rob Hinckley
     HOLLIDAY FENOGLIO FOWLER, LLP
     50 Rockefeller Plaza, Floor 15
     New York, NY 10020
     Tel: (212) 245-2425
     Fax: (212) 245-2623

                     About Nordica Soho

Nordica Soho LLC, based in New York, NY, filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 16-11856) on June 28, 2016. The
Hon. Shelley C. Chapman presides over the case. Kevin J. Nash,
Esq., at Goldberg Weprin Finkel Goldstein LLP, to act as bankruptcy
counsel.

In its petition, the Debtor estimated $10 million to $50 million in
assets and $10 million to $50 million in liabilities. The petition
was signed by Nanci Hom and Harry Shapiro, co-managers.

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



OLD TAMPA BAY: Hires Accu-Tax as Accountant
-------------------------------------------
Old Tampa Bay Seafood Company, LLC and Sutherland Holdings II, seek
authority from the U.S. Bankruptcy Court for the Middle District of
Florida to employ Accu-Tax, Inc. as accountant to the Debtors, nunc
pro tunc to May 26, 2016.

Old Tampa Bay requires Accu-Tax to:

   a. prepare on behalf of Debtor, the tax returns and other
      necessary and required tax filings; and

   b. perform all other accounting services for the Debtors as
      debtor-in-possession which may be necessary in the
      bankruptcy case.

Accu-Tax will be paid at the hourly rate of $200.

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

Donna Wright, CPA, member of Accu-Tax, Inc., assured the Court that
the firm has no connection with the Debtors, the creditors, or any
other party in interest, or their respective attorneys other than
Donna Wright's relationship to Debtor Old Tampa Bay Seafood
Company, LLC as an unsecured creditor as of the date of filing of
the bankruptcy case, in the amount of $7,500 A small balance of
$3,289.45 was owed to Accu-Tax from the Debtor Sutherland Holdings
II.

Accu-Tax can be reached at:

     Donna Wright
     ACCU-TAX, INC.
     1000 Belcher Rd. S. Suite 14
     Largo, FL 33771
     Tel: (727) 535-3118
     Fax: (727) 507-0370
     E-mail: donna@accutaxinc.net

                       About Old Tampa Bay Seafood

Headquartered in Saint Petersburg, Florida, Old Tampa Bay Seafood
Company, LLC, dba I.C. Sharks filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 16-04576) on May 26, 2016,
estimating its assets at between $1 million and $10 million and
liabilities at between $500,000 and $1 million.

The petition was signed by Brian Storman, managing member. Jake C
Blanchard, Esq., at Blanchard Law, P.A., represents the Debtor.

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



OPEN TEXT: Moody's Puts Ba1 CFR on Review for Downgrade
-------------------------------------------------------
Moody's Investors Service placed all of Open Text Corporation's
credit ratings, including its Ba1 corporate family rating (CFR), on
review for downgrade.  The review was prompted by the company's
announcement that it entered into an agreement to acquire certain
software assets from EMC Corporation (a subsidiary of Dell, Inc.,
Ba1, stable) for $1.65 billion of cash consideration.  There is no
publicly available information on the acquired assets and details
of the final capital structure have not been disclosed.  The
transaction is expected to close in the next 90-120 days.  The
SGL-1 speculative grade liquidity rating is unchanged but may be
lowered depending upon the company's expected liquidity position
upon the close of the acquisition.

Ratings Rationale

Open Text plans to finance the acquisition with a combination of
cash on hand, debt and equity.  If the company raises equity to
finance a significant portion of the purchase price, the Ba1 CFR
will likely be confirmed.  In a scenario where the company funds
the acquisition with just cash on hand and new debt, the Ba1 CFR
could face downward pressure.  However, in such case Moody's would
evaluate the company's ongoing commitment and capacity to de-lever,
which could mitigate downward rating pressure.  Negative ratings
movement related to the CFR, if any, would be limited to one
notch.

The review will focus on the final capital structure, analysis of
the acquired assets, integration challenges and prospects of the
combined companies.  The combination will enhance Open Text's
position in the Enterprise Content Management and Life Cycle
Management software markets.  The software assets being acquired
from EMC, which includes the well regarded Documentum assets, also
brings particular strength in certain vertical markets including
healthcare, banking, insurance, oil & gas and utilities.  The
companies are competitors however and merging the cultures and
designing a unified product roadmap will be critical to the success
of the integration.

Open Text has made over $3 billion of acquisitions since 2005 and
although the company does not break out results of acquired
companies, EBITDA margins have increased to 35% from 17% over this
period.

These ratings were affected:

On Review for Downgrade:

Issuer: Open Text Corp.

  Probability of Default Rating, Placed on Review for Downgrade,
   currently Ba1-PD

  Corporate Family Rating, Placed on Review for Downgrade,
   currently Ba1

  Senior Secured Bank Credit Facility, Placed on Review for
   Downgrade, currently Baa2

  Senior Unsecured Regular Bond/Debentures, Placed on Review for
   Downgrade, currently Ba2

Outlook Actions:

Issuer: Open Text Corp.
  Outlook, Changed To Rating Under Review From Stable

The principal methodology used in these ratings was Software
Industry published in December 2015.

Open Text Corp., headquartered in Waterloo, Ontario, Canada, is one
of the largest providers of enterprise content management and
business process management software.  For twelve months ended June
30, 2016, revenues were approximately $1.8 billion.


OPEXA THERAPEUTICS: Releases Updated Investor Presentation
----------------------------------------------------------
Opexa Therapeutics, Inc., has updated its Investor Presentation
that will be available on the Investor Relations page of the
Company's Web site -- http://www.opexatherapeutics.com/-- and will
be used at investor and other meetings.  A copy of the updated
Investor Presentation is available for free at
https://is.gd/ylV58b

                        About Opexa

Opexa Therapeutics, Inc. is a biopharmaceutical company developing
a personalized immunotherapy with the potential to treat major
illnesses, including multiple sclerosis (MS) as well as other
autoimmune diseases such as neuromyelitis optica (NMO).  These
therapies are based on its proprietary T-cell technology.  The
Company's mission is to lead the field of Precision Immunotherapy
by aligning the interests of patients, employees and shareholders.


Opexa reported a net loss of $12.02 million in 2015 following a net
loss of $15.05 million in 2014.  As of June 30, 2016, Opexa had
$9.43 million in total assets, $3.52 million in total liabilities
and $5.91 million in total stockholders' equity.


ORANGE PEEL: Hires ACM Capital as Investment Banker
---------------------------------------------------
Orange Peel Enterprises, Inc. seeks authorization from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
James F. Martin and ACM Capital Partners, LLC as investment banker,
nunc pro tunc to August 9, 2016.

The Debtor requires ACM Capital to:

   (a) assist in establishing the value of the Debtor’s assets;

   (b) assist the Debtor with bankruptcy financing, as needed; and

   (c) market the assets of the Debtor for sale via auction.

ACM Capital's proposed compensation arrangement are:

   -- a $10,000 earned-upon-receipt retainer to be used by the
      Firm for staffing and other out-of-pocket costs; and

   -- a success fee consisting of the greater of $50,000 or 6% of
      the gross sale proceeds of the Debtor’s assets.

James F. Martin, managing partner of ACM Capital, 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.

ACM Capital can be reached at:

       James F. Martin
       ACM Capital Partners
       2601 South Bayshore Dr, Suite 725
       Miami, FL 33131
       Tel: (305) 960-8851
       Fax: (305) 960-9188

                       About Orange Peel

Orange Peel Enterprises, Inc. dba GREENS+, based in Vero Beach,
Fla., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case
No. 16-21023) on August 9, 2016. The Hon. Erik P. Kimball presides
over the case.  Bradley S. Shraiberg, Esq., at Shraiberg Ferrara
Landau & Page PA, as bankruptcy counsel.

In its petition, the Debtor estimated $1 million to $10 million in
assets and $100 million to $500 million in liabilities.  The
petition was signed by by Jude A. Deauville, CEO.


OW BUNKER: Court Dismisses CEPSA's Intervening Complaint
--------------------------------------------------------
In the case captioned ING BANK N.V., Plaintiff, v. M/V TEMARA et
al., Defendants, No. 16-cv-95 (KBF) (S.D.N.Y.), Judge Katherine B.
Forrest of the United States District Court for the Southern
District of New York dismissed CEPSA International B.V.'s
intervening complaint and denied CEPSA's cross-motion for summary
judgment.

The case stems from the collapse of O.W. Bunker & Trading A/S and
concerns the physical supplieres' entitlement to maritime liens.
CEPSA is the physical supplier in this case and the ship was the
M/V TEMARA.

On May 22, 2015, ING Bank N.V., a bank and the purported assignee
of OW Bunker's assets, filed a complaint against the TEMARA in rem
in the District of Maryland.  Thereafter, CEPSA filed an intervenor
complaint against the TEMARA in rem, on the basis of a maritime
lien, unjust enrichment, and trespass, and against ING and OW
Bunker in personam, on the basis of a breach of contract, the same
day.  The TEMARA and ING each answered CEPSA's intervenor
complaint, and CEPSA dismissed its claim against OW Bunker.  On
July 6, 2015, funds in the amount of $266,175.54 were deposited in
the court's registry.

On September 28, 2015, ING moved for summary judgment to dismiss
CEPSA's intervening complaint.  On October 16, 2015, CEPSA opposed
ING's motion and cross-moved for summary judgment in its favor on
the question of its entitlement to a maritime lien against the
TEMARA.

The parties did not dispute that CEPSA provided fuel bunkers, which
are necessaries, to the TEMARA.  ING's position was that CEPSA's
contractual relationship was exclusively with OW Bunker USA Inc.
(OW USA) and that OW USA was not "authorized by the owner" of the
TEMARA to procure necessaries for the vessel.  Accordingly, ING
argued, CEPSA is merely a sub-subcontractor in relation to the
TEMARA (the two intervening contractors being OW Bunker and OW USA)
and cannot assert a maritime lien under the Commercial Instruments
and Maritime Lien Act (CIMLA).

Judge Forrest found that CEPSA entered into a two-party contract
with OW USA.  The judge found no indication or evidence that could
support an inference that OW USA acted as the agent of another
entity in that transaction because the purchase and sales
confirmations and the invoice consistently and exclusively list
CEPSA as the seller and OW USA as the buyer.  OW Bunker does not
appear anywhere on the face of these documents.  Judge Forrest
concluded that because CEPSA provided the bunkers not on the orders
of the TEMARA's owner or someone authorized by the owner, but
instead on the orders of a subcontractor, such an action does not
create a maritime lien.  The judge likewise held that CEPSA has
also not entered into any contract with ING which ING could be
capable of breaching.

A full-text copy of Judge Forrest's August 24, 2016 opinion and
order is available at https://is.gd/gDW41n from Leagle.com.

ING Bank N.V. is represented by:

          David W. Skeen, Esq.
          Marc Andrew Campsen, Esq.
          WRIGHT CONSTABLE AND SKEEN LLP
          100 N. Charles Street, 16th Floor
          Baltimore, MD 21201
          Tel: (410)659-1300
          Fax: (410)659-1350
          Email: dskeen@wcslaw.com
                 mcampsen@wcslaw.com

            -- and --

          James D. Bercaw, Esq.
          Laura Elizabeth Avery, Esq.
          Robert J. Stefani, Esq.
          KING KREBS AND JURGENS PLLC
          201 St. Charles Ave., 45th Floor
          New Orleans, LA 70170
          Tel: (504)582-3800
          Fax; (504)582-1233
          Email: jbercaw@kingkrebs.com
                 lavery@kingkrebs.com
                 rstefani@kingkrebs.com

M/V Temara, IMO No. 9333929, Cimship Transportes Maritimos, S.A.,
are represented by:

          Geoffrey S. Tobias, Esq.
          Jack Daley, Esq.
          OBER KALER GRIMES AND SHRIVER PC
          100 Light Street
          Baltimore, MD 21202
          Tel: (410)685-1120
          Fax: (410)547-0699
          Email: gstobias@ober.com
                 jrdaley@ober.com

            -- and --

          Sean Patrick Barry, Esq.
          James H. Power, Esq.
          Marie Elizabeth Larsen, Esq.
          HOLLAND & KNIGHT LLP
          31 West 52nd Street
          New York, NY 10019
          Tel: (212)513-3200
          Fax: (212)385-9010
          Email: sean.barry@hklaw.com
                 james.power@hklaw.com
                 marie.larsen@hklaw.com

M/V Temara, IMO No. 9333929 are represented by:

          James H. Power, Esq.
          Marie Elizabeth Larsen, Esq.
          HOLLAND & KNIGHT LLP
          31 West 52nd Street
          New York, NY 10019
          Tel: (212)513-3200
          Fax: (212)385-9010
          Email: james.power@hklaw.com
                 marie.larsen@hklaw.com

CEPSA International BV is represented by:

          John Thomas Ward, Esq.

            -- and --

          J. Stephen Simms, Esq.
          201 International Circle, Suite 250
          Hunt Valley, MD 21030
          Tel: (410)783-5795
          Fax: (410)510-1789
          Email: jssimms@simmsshowers.com

                         About O.W. Bunker

OW Bunker AS is a global marine fuel (bunker) company founded in
Denmark.

On Nov. 6, 2014, OW Bunker A/S placed OWB Trading and O.W. Bunker
Supply & Trading A/S in an in-court restructuring procedure with
the probate court in Aalborg, Denmark.  By Nov. 7, 2014, the
Danish entities (plus O.W. Bunker Supply & Trading A/S, O.W.
Cargo Denmark A/S, and Dynamic Oil Trading A/S) were placed under
formal Danish bankruptcy (liquidation) proceedings in the Aalborg
probate court.

The company declared bankruptcy following its admission that it
had lost US$275 million through a combination of fraud committed
by senior executives at its Singaporean unit.

The Danish company placed its U.S. subsidiaries -- O.W. Bunker
Holding North America Inc., O.W. Bunker North America Inc. and
O.W. Bunker USA Inc. -- in Chapter 11 bankruptcy (Bankr. D. Conn.
Case Nos. 14-51720 to 14-51722) in Bridgeport, Conn., on Nov. 13,
2014.  The U.S. cases are assigned to Judge Alan H.W. Shiff.  The
U.S.

Debtors have tapped Patrick M. Birney, Esq., and Michael R.
Enright, Esq., at Robinson & Cole LLP, as counsel.   McCracken,
Walker & Rhoads LLP is serving as co-counsel.  Alvarez & Marsal
is the financial advisor.

The Office of the United States Trustee formed an official
committee of unsecured creditors of the Debtors on Nov. 26, 2014.
The Committee tapped Hunton & Williams LLP as its attorneys.


PACIFIC EXPLORATION: Provides Update on Restructuring Transaction
-----------------------------------------------------------------
Pacific Exploration & Production Corp. on Sept. 12, 2016, provided
an update with respect to its previously announced plan of
compromise and arrangement (the "Plan") pursuant to the Companies'
Creditors Arrangement Act (Canada) in connection with its
comprehensive restructuring transaction (the "Creditor/Catalyst
Restructuring Transaction").

The Company expects, assuming satisfaction or waiver of any
remaining conditions, to implement the Plan and close the
Creditor/Catalyst Restructuring Transaction during the week of
October 3, 2016 (the actual date of the closing of the
Creditor/Catalyst Restructuring Transaction is referred to as the
"Implementation Date") at which time the Company is expected to
exit from creditor protection.

Pursuant to the terms of the indenture (the "DIP Warrant
Indenture") governing the warrants issued as part of the
debtor-in-possession financing (the "DIP Financing") made available
in connection with the Creditor/Catalyst Restructuring Transaction
(the "DIP Warrants"), October 3, 2016 has been designated as the
"Anticipated Exit Date" (or the expected Implementation Date).  The
record date for determining the holders of the DIP Warrants who
will be entitled to receive common shares (the "Warrant Shares") on
exercise thereof will be Monday, September 19, 2016 (the "Warrant
Record Date").  On and after the Warrant Record Date, no transfer
of a DIP Warrant will be accepted by Computershare Trust Company of
Canada, the warrant agent, and trading in the DIP Warrants will be
blocked in the book entry registration system.

Holders of the Notes (as defined in the Plan) are advised that this
announcement and the Warrant Record Date do not affect trading of
the Notes which, under the terms of the Plan, will remain tradable
until the close of business three business days before the
Implementation Date.  The Company intends to provide further
updates, including with respect to the Notes, closer to the
Implementation Date.

From the Warrant Record Date, beneficial holders of DIP Warrants
("Beneficial Warrant Holders") have until no later than 5:00 p.m.
(Toronto time) on Friday, September 30, 2016 to complete the
certification requirement set out in the DIP Warrant Indenture in
order to receive their Warrant Shares on or shortly following the
Implementation Date.  Beneficial Warrant Holders should contact
their brokers or other intermediaries for further information on
how to complete and submit the required certificate.

If a Beneficial Warrant Holder fails to deliver the required
certificate by Friday, September 30, 2016, they will have a 30-day
grace period following the Implementation Date to provide the
required certification in which case the Warrant Shares will be
delivered following the receipt of such certificate.  If the
certification is not provided by the end of the 30-day grace
period, the holders of such DIP Warrants shall have no further
rights in connection therewith or in respect of Warrant Shares
issuable in exchange for such DIP Warrants and the Company may
cancel or otherwise retain in treasury those Warrant Shares
previously issued on the exercise of the DIP Warrants.  Any
restrictions on transfer of the DIP Warrants under U.S. securities
laws will continue to apply to the Warrant Shares issued on the
exercise of such DIP Warrants.

Notwithstanding anything contained herein, the Implementation Date
and certain other dates and times set out in this news release,
other than the Warrant Record Date, are subject to change, in which
case the Company will provide updates as it determines are
reasonable.  The Warrant Record Date will not be changed even if
the Implementation Date is delayed.  There can be no assurance that
the Implementation Date will occur during the week of
October 3, 2016 or at all.

Shareholder Contact Information

Shareholders are reminded that any questions or concerns can be
directed to the Company at ir@pacificcorp.energy.

Noteholder Contact Information

Noteholders with questions about the Plan are encouraged to contact
Kingsdale Shareholder Services at 1-877-659-1821 toll-free in North
America or call collect at 1-416-867-2272 outside of North America
or by email at contactus@kingsdaleshareholder.com.

              About Pacific Exploration & Production

Pacific Exploration & Production Corp. is a Canadian public company
and a leading explorer and producer of natural gas and crude oil,
with operations focused in Latin America.  The Company has a
diversified portfolio of assets with interests in more than 70
exploration and production blocks in various countries including
Colombia, Peru, Guatemala, Brazil, Guyana and Belize.  The
Company's strategy is focused on sustainable growth in production &
reserves and cash generation.   

In April 19, 2016 and April 20, 2016, the Company announced its
entry into an agreement with: (i) The Catalyst Capital Group Inc.,
(ii) certain members of an ad hoc committee of holders of the
Company's senior unsecured notes, and (iii) certain of the
Company's lenders under its credit facilities, to effect a
comprehensive financial restructuring (the "Restructuring
Transaction") that will significantly reduce debt, improve
liquidity, and best position the Company to navigate the current
oil price environment.  The restructuring will be implemented by
way of a plan of arrangement pursuant to a court-supervised process
in Canada, together with appropriate proceedings in Colombia under
Law 1116 and in the United States.

On April 27, 2016, Pacific Exploration, et al., applied for and
received an order for protection pursuant to the Companies
Creditors Arrangement Act ("CCAA"), R.S.C.1985, c.C-36 from the
Ontario Superior Court of Justice Commercial List and
PricewaterhouseCoopers Inc. was appointed as monitor of the
Applicants (the "Monitor").

The Applicants filed recognition proceedings pursuant to Chapter 15
of title 11 of the United States Bankruptcy Code (the "U.S.
Proceedings") and pursuant to Law 1116 of 2006 of the Republic of
Colombia (the "Colombian Proceedings").  Pacific, et al., each
filed a Chapter 15 bankruptcy petition (Bank. S.D.N.Y. Case Nos.
16-11189 to 16-11211) in New York, in the U.S. on April 29, 2016.

The Company is being advised by Lazard Freres & Co. LLC, Norton
Rose Fulbright Canada LLP (Canada), Proskauer Rose LLP (U.S.),
Zolfo Cooper (U.S.), Garrigues (Colombia) and Kingsdale Shareholder
Services (Canada).  The Independent Committee is being advised by
Osler, Hoskin & Harcourt LLP and UBS Securities Canada Inc.  The
Noteholders forming part of the funding creditors are being advised
by Evercore Group L.L.C. (U.S.), Goodmans LLP (Canada), Paul,
Weiss, Rifkind, Wharton & Garrison LLP (U.S.) and Cardenas y
Cardenas Abogados (Colombia).  FTI Consulting (U.S.), Davis Polk &
Wardwell LLP (U.S.), Torys LLP (Canada) and Gomez-Pinzon Zuleta
Abogados (Colombia) are counsel to the agent on the revolving
credit facility of the Company, and Seward & Kissel is counsel to
the agent on the HSBC Bank, USA, N.A. term loan of the Company.
Catalyst is being advised by Brown Rudnick LLP (U.S.), McMillan LLP
(Canada) and GMP Securities L.P.


PDC ENERGY: Moody's Assigns B2 Rating on $400MM Unsec. Notes
------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to PDC Energy's $400
million senior unsecured notes that are due 2024.  The note
proceeds will be used in conjunction with the proceeds from the
$200 million convertible notes due 2021 issued last Thursday along
with approximately $575 million of common equity (upsized from $500
million), and the previously announced $590 million private
placement of PDC's equity to the sellers of the two acquired
companies in the Permian Basin to partially fund the acquisition of
those companies for $1.5 billion.  The ratings of the existing $500
million 7.75% senior unsecured notes due 2022 and the new
convertible notes are unchanged at B2.  The outlook remains
stable.

"The expansion into the Permian Basin will allow PDC to increase
geographic diversification and drilling inventory, while
maintaining a conservative financial policy," commented Arvinder
Saluja, Moody's Vice President, Senior Analyst.

Assignments:

Issuer: PDC Energy
  US$400 Million Senior Unsecured Notes due 2024, Assigned B2
   (LGD4)

                         RATINGS RATIONALE

The new $400 million senior unsecured notes due 2024, $200 million
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 our 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 this rating was Global
Independent Exploration and Production Industry published in
December 2011.

PDC Energy is an independent exploration and production company
headquartered in Denver, Colorado.


PDC ENERGY: S&P Lowers Rating on Sr. Unsecured Notes to 'B+'
------------------------------------------------------------
S&P Global Ratings lowered its issue-level rating on Denver-based
PDC Energy Inc.'s senior unsecured notes to 'B+' from 'BB-' and
removed the rating from CreditWatch, where S&P placed it with
negative implications on Aug. 24, 2016.  At the same time, S&P
revised its recovery rating on the notes to '3' from '2'.  The '3'
recovery rating indicates S&P's expectation for meaningful recovery
(50%-70%; lower half of the range) recovery of principal in the
event of a payment default.

Additionally, S&P assigned its 'B+' issue-level rating and '3'
recovery rating to the company's 1.125% unsecured convertible notes
maturing 2021 and proposed $400 million senior unsecured notes
maturing 2024.  The '3' recovery rating indicates S&P's expectation
for meaningful (50%-70%; lower half of the range) recovery of
principal in the event of a payment default.

S&P's 'B+' corporate credit rating and positive rating outlook on
PDC are unchanged.  

The downgrade and recovery rating revision reflects the increase in
expected priority debt at default under S&P's recovery assumptions,
following the recent increase in the commitments of PDC Energy's
secured revolver to $700 million from $450 million. Additionally,
the downgrade reflects the increased amount of debt, resulting from
the recent $200 million convertible notes issuance and the proposed
$400 million senior unsecured notes.

S&P's corporate credit rating on PDC Energy reflects S&P's
assessment of the company's weak business risk and significant
financial risk profiles.  These assessments incorporate the
company's participation in the highly cyclical oil and gas
industry, balanced production mix between liquids and natural gas,
and modest scale of operations focused in the Wattenberg Field in
Colorado and, most recently, the Permian Basin in Texas.  The
rating also includes S&P's expectation that average funds from
operations to debt will remain above 20% for the next two years.

RATINGS LIST

PDC Energy Inc.
Corporate credit rating            B+/Positive/--

Downgraded; Recovery Rating Revised
                                   To           From
PDC Energy Inc.
Senior Unsecured                  B+           BB-
  Recovery Rating                  3L           2L

New Ratings

PDC Energy Inc.
Senior Unsecured
  1.125% convertible notes due 2021      B+
   Recovery rating                       3L
  $400 million notes due 2024            B+
   Recovery rating                       3L


PERFORMANCE SPORTS: 251091708 Delaware, et al., Hold 10% Stake
--------------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, these reporting persons disclosed beneficial ownership
of 4,556,668 shares of common stock of Performance Sports Group
Ltd. representing 10% of the shares outstanding:

   (i) 251091708 Delaware LP;

  (ii) PubCo Investments LP;

(iii) 2484842 Ontario Limited;

  (iv) Brookfield Capital Partners Ltd.;

   (v) BCP GP Limited;

  (vi) Brookfield Private Equity Group Holdings LP;

(vii) Brookfield Private Equity Inc.;

(viii) Brookfield Asset Management Private Institutional Capital
       Adviser (Private Equity) LP;

  (ix) Brookfield Asset Management Inc.; and

   (x) Partners Limited.

The percentage of Common Shares of the Company is based on an
aggregate number of Common Shares of the Company of 45,566,680
outstanding as of April 13, 2016, based on the information provided
by the Company in the 10-Q.  The Reporting Persons have shared
voting power and shared dispositive power over the aforementioned
Common Shares.

251091708 purchased 4,556,668 Common Shares in the open market for
an aggregate consideration of $12,934,141 (excluding brokerage
commissions).  All those purchases of Common Shares, as well as the
costs associated with Swap Agreements, were funded from available
liquidity, which includes a revolving syndicated credit facility to
which affiliates of 251091708 are parties.  All obligations under
this facility are guaranteed by limited partner investors that have
committed capital to affiliates of 251091708, and as capital is
called from such limited partners it can be used to repay the
revolving credit facility.  The revolving credit facility is
between, among others, Sumitomo Mitsui Banking Corporation as
administrative agent and sole lead arranger.  The revolving credit
facility has a stated maturity date of July 9, 2018, a total
aggregate principal amount of $1,000,000,000 and an effective
interest rate tied to certain benchmark interest rates plus a
margin of up to 1.4%.

"The Reporting Persons intend to review on a continuing basis their
investment in the Company.  As a result of the Reporting Persons'
continuous review and evaluation of the business of the Company,
the Reporting Persons may communicate with members of management of
the Company, the board of directors of the Company, other
shareholders of the Company, lenders to the Company and/or other
relevant parties from time to time with respect to operational,
strategic, financial or governance matters, including, but not
limited to, potential refinancings (including a
debtor-in-possession financing in the event of a bankruptcy
filing), restructurings, recapitalizations, reorganizations,
mergers, acquisitions, divestitures, a sale of the Company or other
corporate transactions, or otherwise work with management and the
board of directors of the Company.  The Reporting Persons may seek
to sell or otherwise dispose of some or all of the Company's
securities (which may include, but is not limited to, transferring
some or all of such securities to its affiliates or distributing
some or all of such securities to such Reporting Person’s
respective partners, members or beneficiaries, as applicable) from
time to time, and/or may seek to acquire additional securities of
the Company (which may include rights or securities exercisable or
convertible into securities of the Company) from time to time, in
each case, in open market or private transactions, block sales or
otherwise.  Any transaction that the Reporting Persons may pursue
may be made at any time and from time to time without prior notice
and will depend on a variety of factors, including, without
limitation, the price and availability of the Company's securities,
subsequent developments affecting the Company, the Company's
business and the Company's prospects, other investment and business
opportunities available to the Reporting Persons, general industry
and economic conditions, the securities markets in general, tax
considerations, applicable law and other factors deemed relevant by
the Reporting Persons," as disclosed in the filing.

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

                    https://is.gd/tgu81T

             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 $111
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.


PERFORMANCE SPORTS: Wellington Management No Longer a Shareholder
-----------------------------------------------------------------
Wellington Management Group LLP disclosed in an amended Schedule
13G filed with the Securities and Exchange Commission that as of
Aug. 31, 2016, it has ceased to beneficially own any shares of
common stock of Performance Sports Group Ltd.  A full-text copy of
the regulatory filing is available for free at:

                      https://is.gd/fYoUlF

               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.


PETROQUEST ENERGY: Enters Into Amendment to Support Agreements
--------------------------------------------------------------
PetroQuest Energy, Inc. on Sept. 13, 2016, disclosed that it has
entered into an amendment to the support agreements (the "Support
Agreements") in favor of its previously announced private exchange
offers (the "Exchange Offers") and consent solicitation (the
"Consent Solicitation") to Eligible Holders of its outstanding 10%
Senior Notes due 2017 (CUSIP No. 716748 AA6) (the "2017 Notes") and
its outstanding 10% Second Lien Senior Secured Notes due 2021
(CUSIP 716748 AE8 / U7167U AB0) (the "2021 Notes" and together with
the 2017 Notes, the "Old Notes") for up to (i) $280.295 million
aggregate principal amount of its newly issued 10% Second Lien
Senior Secured PIK Notes due 2021 (the "New Notes"), and (ii)
3,517,000 shares of its common stock (the "Shares").  In the
Consent Solicitation, the Company is soliciting consents from the
holders of the 2021 Notes to adopt certain amendments to the
indenture governing the 2021 Notes (the "2021 Notes Indenture") and
the registration rights agreement with respect to the 2021 Notes
(the "2021 Registration Rights Agreement").

As previously announced, the Company has entered into Support
Agreements with certain institutional holders, representing
approximately 80% of the total aggregate principal amount of the
Old Notes.  The amendment to the Support Agreements provides that
such Support Agreements became effective upon the receipt of
Support Agreements signed by holders that collectively hold no less
than 78.5% of the total aggregate principal amount of the Old
Notes.

In addition, the Company is waiving the condition to the Exchange
Offers and Consent Solicitation requiring the valid tender of at
least 90% of the total combined outstanding aggregate principal
amount of the 2017 Notes and the 2021 Notes.  All other terms of
the Exchange Offers and Consent Solicitation, as previously
announced, remain unchanged.

The Company also entered into an amendment to its previously
announced commitment letter for a $50 million four-year multi-draw
term loan facility reducing the minimum required percentage of Old
Notes exchanged in the Exchange Offers and Consent Solicitation
from 87% to 85.9%.

Withdrawal rights previously expired on September 8, 2016 at 5:00
p.m. New York City time.  Accordingly, Eligible Holders who have
previously tendered their Old Notes can no longer validly withdraw
those notes from the Exchange Offers and Consent Solicitation,
except to the extent required by law.

As of 5:00 p.m., New York City time, on September 12, 2016,
approximately $240.8 million in aggregate principal amount of the
Old Notes, representing 85.9% of the outstanding aggregate
principal amount of Old Notes, had been validly tendered (and not
validly withdrawn), and holders of approximately $127.8 million in
aggregate principal amount of the 2021 Notes, representing 88.4% of
the outstanding aggregate principal amount of the 2021 Notes, had
consented to the amendments to the 2021 Notes Indenture and 2021
Registration Rights Agreement.

For each $1,000 principal amount of Old Notes validly tendered and
not validly withdrawn prior to 5:00 p.m., New York City time, on
September 13, 2016 (the "Early Tender Date"), Eligible Holders will
be eligible to receive the "Total Exchange Consideration" set forth
in the table below, which includes the "Early Tender Premium."  For
each $1,000 in principal amount of the Old Notes validly tendered
after the Early Tender Date, Eligible Holders will be eligible to
receive only the "Exchange Consideration" set forth in the table
below.

A copy of the table that sets forth the exchange consideration for
the Old Notes is available at https://is.gd/BzqTM6

(1)  For each $1,000 principal amount of Old Notes accepted for
exchange.

(2)  Includes Early Tender Premium.

(3)  Assuming the valid tender (without valid withdrawal) of 100%
of the total combined outstanding aggregate principal amount of the
Old Notes prior to the Early Tender Date, each Eligible Holder
would receive approximately 12.547495 shares of common stock for
each $1,000 principal amount of Old Notes accepted for exchange,
with the total aggregate amount of shares of common stock received
by each such Eligible Holder rounded down to the nearest whole
share.  Assuming the valid tender (without valid withdrawal) of 90%
of the total combined outstanding aggregate principal amount of the
Old Notes prior to the Early Tender Date, each Eligible Holder
would receive approximately 13.941661 shares of common stock for
each $1,000 principal amount of Old Notes accepted for exchange,
with the total aggregate amount of shares of common stock received
by each such Eligible Holder rounded down to the nearest whole
share.  Assuming the valid tender (without valid withdrawal) of 85%
of the total combined outstanding aggregate principal amount of the
Old Notes prior to the Early Tender Date, each Eligible Holder
would receive approximately 14.761758 shares of common stock for
each $1,000 principal amount of Old Notes accepted for exchange,
with the total aggregate amount of shares of common stock received
by each such Eligible Holder rounded down to the nearest whole
share.  

The Exchange Offers and Consent Solicitation are being made upon
the terms and subject to the conditions set forth in the
Confidential Offering Memorandum and Consent Solicitation Statement
(as it may be amended, modified or supplemented from time to time,
the "Offering Memorandum") and related letter of transmittal and
consent (the "Letter of Transmittal"), each dated August 25, 2016.

The Exchange Offers and Consent Solicitation will expire at 11:59
p.m., New York City time, on September 22, 2016, unless extended
(the "Expiration Date").  The closing of the Exchange Offers and
Consent Solicitation is subject to, and conditioned upon, the
satisfaction or waiver of conditions set out in the Offering
Memorandum and Letter of Transmittal.  If the Company is successful
in consummating the Exchange Offers and Consent Solicitation based
on the current Expiration Date, it expects to pay the interest
payment due on the 2017 Notes prior to the end of the 30-day grace
period for payment of interest under the indenture governing the
2017 Notes.  

The New Notes and the Shares have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or with
any securities regulatory authority of any State or other
jurisdiction.  The New Notes and the Shares may not be offered or
sold in the United States or to or for the account or benefit of
any U.S. persons except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act.  The Exchange Offers will be made, and the New
Notes and the Shares are being offered and will be issued, only to
holders of Old Notes (1) in the United States, who are "qualified
institutional buyers" as defined in Rule 144A under the Securities
Act ("QIBs"), in a private transaction in reliance upon the
exemption from the registration requirements of the Securities Act
provided by Section 4(a)(2) thereof and (2) outside the United
States, who are persons other than U.S. persons as defined in Rule
902 under the Securities Act in offshore transactions in compliance
with Regulation S under the Securities Act.  The complete terms and
conditions of the Exchange Offers and Consent Solicitation, as well
as the terms of the New Notes and the Shares, are described in the
Offering Memorandum and Letter of Transmittal, copies of which may
be obtained by "Eligible Holders" by contacting D.F. King & Co.,
Inc., the information agent for the Exchange Offers and Consent
Solicitation, at 48 Wall Street, 22nd Floor, New York, New York
10005,  (212) 269-5550 (collect) or (800) 848-3409 (toll free) or
via the following website: http://www.dfking.com/petroquest

                        About the Company

PetroQuest Energy, Inc. is an independent energy company engaged in
the exploration, development, acquisition and production of oil and
natural gas reserves in East Texas, Oklahoma, South Louisiana and
the shallow waters of the Gulf of Mexico.  PetroQuest's common
stock trades on the New York Stock Exchange under the ticker PQ.

As of June 30, 2016, Petroquest had $209 million in total assets,
$433 million in total liabilities, and a total stockholders'
deficit of $225 million.

In its quarterly report for the period ending June 30, 2016, the
Company stated, "Our substantially decreased level of capital
spending has had and is expected to continue to have a negative
impact on our production and cash flow from operating activities.
We expect production to continue to decline throughout 2016 and
when combined with current commodity prices and our existing cost
structure, including 10% interest expense on the $280 million of
debt represented by our 2017 Notes and 2021 Notes, we believe that
we will continue to incur significant losses and negative cash flow
from operating activities for the remainder of 2016.  In addition,
$136 million of the indebtedness represented by our 2017 Notes will
mature on September 1, 2017 and would be reflected as a current
liability on our September 30, 2016 balance sheet if not refinanced
prior to the filing of our Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2016, which would raise
substantial doubt about our ability to continue as a going
concern," the Company stated in its quarterly report for the period
ended June 30, 2016.

"We are evaluating additional sources of liquidity including asset
sales, joint ventures, exchange offers and alternative financing
arrangements to replace the Credit Agreement, but there is no
assurance that these sources will provide sufficient, if any,
incremental liquidity.  We are also evaluating various options to
address the September 2017 maturity of our 2017 Notes as well as
assessing our overall capital structure.  These options include
additional public or private exchanges of 2017 Notes for new
secured debt and/or common stock, refinancing the 2017 Notes with
unsecured debt and/or common stock as well as a broader
restructuring of our 2017 and 2021 Notes.  To assist the Board of
Directors and management team in evaluating these options, we have
retained Jefferies LLC and Seaport Global as our financial advisors
and Porter Hedges LLP as our legal advisor.  There is no assurance
that any refinancing or debt or equity restructuring will be
possible or that additional equity or debt financing can be
obtained on acceptable terms, if at all.  If we are unable to
improve our liquidity position, and refinance or restructure our
debt, we may seek bankruptcy protection to continue our efforts to
restructure our business and capital structure.  As a part of that
process, we may have to liquidate our assets and may receive less
than the value at which those assets are carried on our
consolidated financial statements."


PIONEER HEALTH: Hires Mintz Levin as Special Counsel
----------------------------------------------------
Pioneer Health Services, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the Southern District of Mississippi to employ
Mintz Levin Cohn Ferris Glovsky and Popeo, P.C. as special counsel
to the Debtors.

Pioneer Health requires Mintz Levin to represent the Debtor with
respect to health care governmental liabilities, and other health
care enforcement or regulatory matters that may be requested by the
Debtor, in or related to the bankruptcy proceeding.

Mintz Levin will be paid at these hourly rates:

     Laurence J. Freedman         $725
     Members                      $555-$1,100
     Associates                   $350-$600
     Paralegals                   $195-$295

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

Laurence J. Freedman, member of the law firm of Mintz Levin Cohn
Ferris Glovsky and Popeo, 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, as modified by section 1107(b) of the
Bankruptcy Code, and (i) are not creditors, equity security holders
or insiders of the Debtors; (ii) are not and were not, within 2
years before the Petition Date, a director, officer, or employee of
the Debtors; and (iii) do not have an interest materially adverse
to the interest of the estate or any class of creditors, by reason
of any direct or indirect relationship with, or interest in the
Debtors or for any other reason.

Mintz Levin can be reached at:

     Laurence J. Freedman, Esq.
     MINTZ LEVIN COHN FERRIS
     GLOVSKY AND POPEO, P.C.
     701 Pennsylvania Avenue NW, Suite 900
     Washington, D.C. 20004
     Tel: (617) 542-6000
     Fax: (617) 542-2241
     E-mail: lfreedman@mintz.com

                       About Pioneer Health

Pioneer Health Services, Inc., and its debtor-affiliates, including
Medicomp Inc., filed separate Chapter 11 bankruptcy petitions
(Bankr. S.D. Miss. Lead Case No. 16-01119) on March 30, 2016.
Pioneer Health Services of Early County, LLC, filed a Chapter 11
case on April 8, 2016. The cases are administratively consolidated.
The petitions were signed by Joseph S. McNulty III, president.

The Debtors provide healthcare services to rural communities, and
own and manage rural critical access hospitals.

Judge Hon. Neil P. Olack presides over the Debtors' cases.

The Law Offices of Craig M. Geno PLLC serves as the Debtors'
counsel, Mintz Levin Cohn Ferris Glovsky and Popeo, P.C., to act as
special counsel.

Pioneer Health Services estimated $10 million to $50 million in
both assets and liabilities.

Henry Hobbs, Jr., acting U.S. trustee for Region 5, on April 19
appointed three creditors of Pioneer Health Services, Inc. to serve
on the official committee of unsecured creditors. The Committee
hired Arnall Golden Gregory LLP as counsel, and GlassRatner
Advisory & Capital Group LLC as financial advisor.



PLYMOUTH PLACE: Fitch Affirms 'BB+' Rating on $76.3MM Bonds
-----------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on approximately $76.3
million of bonds issued by the Illinois Finance Authority on behalf
of Plymouth Place.

The Rating Outlook is Stable.

SECURITY

The bonds are secured by an interest in the gross revenues of the
obligated group, a security interest in certain mortgaged
properties and a debt service reserve fund.

KEY RATING DRIVERS

STRONG OCCUPANCY: Independent living unit (ILU) and assisted living
unit (ALU) occupancy have been consistently strong since the
community achieved stabilization in fiscal 2013, averaging 96%
through fiscal 2015. However ALU occupancy dipped to 89% at June
30, 2016 while skilled nursing (SNF) occupancy has been more
volatile and equaled 85% at June 30, 2016.

SOLID PROFITABILITY: Operating profitability compressed slightly in
the six-month interim period ending June 30, 2016 (the interim
period) with net operating margin (NOM) and net operating margin
adjusted (NOMA) decreasing to 11.0% and 21.1%, respectively, but
remains solid relative to Fitch's below investment grade (BIG)
medians of 6.6% and 14.5%.

HIGH DEBT BURDEN: Plymouth Place needs to sustain solid
profitability to support its high debt burden with maximum annual
debt service (MADS) equal to 18.3% of fiscal 2015 revenue. MADS
coverage has been solid since stabilization was achieved in 2013
and equaled 1.9x in fiscal 2015. MADS coverage decreased to 1.2x in
the interim period, but is in line with the prior year's interim
period results.

WEAK BUT IMPROVING LIQUIDITY: Despite significant improvement in
absolute liquidity since 2011, liquidity metrics remain weak, with
337 days cash on hand, 31.8% cash to debt and 4.3x cushion ratio,
but are in line with BIG rated peers.

RATING SENSITIVITIES

SOLID COVERAGE: Fitch expects Plymouth Place to generate cash flows
sufficiently strong to provide for MADS coverage consistent with
the rating category.

FUTURE CAPITAL PROJECTS: Future capital plans include the
redevelopment of Plymouth Place's ILU cottages. While Fitch does
not expect the redevelopment project to materially impact liquidity
or leverage metrics, any material impact would likely result in
negative rating pressure.

CREDIT PROFILE

Plymouth Place operates a Type A continuing care retirement
community (CCRC) with 182 ILU apartments, 52 ALUs, 26 memory
support units and 86 SNFs. All units are located in an eight-story
building on an 18.6-acre campus in La Grange Park, Illinois,
approximately 15 miles southwest of downtown Chicago. The community
also has 55 ILU cottages; however, the cottages are not actively
marketed and the vast majority are not in service. Plymouth Place
was incorporated in 1939 and began operations in 1944. Due to aging
of the original building, Plymouth Place constructed a replacement
facility that opened in 2007.

Plymouth Place is the sole member of the obligated group and
accounts for 100% of consolidated total assets and 100% of
consolidated operating revenues.

STRONG OCCUPANCY

Occupancy rates have remained strong following a slow fill-up and
stabilization subsequent to the opening of the new facility. The
replacement facility opened in 2007 during the recession, which had
a negative impact on fill-up. ILU occupancy increased from 76% in
2011 to 97% in 2013 and has remained strong at 96% through June 30,
2016. ILU cottages are not included in ILU occupancy rates because
they are no longer actively marketed and maintained. ALU occupancy
has been consistently strong, averaging 96% since 2011 and equal to
97% at fiscal year-end 2015, but declined to 89% at June 30, 2016.
SNF occupancy has averaged 86% since 2011 and equaled 85% at June
30, 2016.

SOLID PROFITABILITY

Stabilization was achieved in 2013 and operating profitability was
consistently solid through fiscal 2015 before compressing in the
interim period. Operating ratio decreased from 117.1% in fiscal
2012 to an average of 102.4% in fiscal years 2014 and 2015 as
operations were adjusted following the fill-up, before increasing
slightly to 103.5% in the interim period. NOM equaled 14.7% in
fiscal 2015 before decreasing to 11% in the interim period. The
decrease was due to higher dining services expense and increased
nursing agency expense, reflecting competitive labor markets.
Management has addressed both issues and Fitch expects core
operating profitability to stabilize and improve going forward.

Profitability is also exposed to the changing landscape with
Medicare short-stays in the SNF. SNF revenue comprised almost 50%
of resident service revenue and Medicare accounted for 60% of SNF
revenue.

NOMA decreased to 23.8% in fiscal 2015 from 29.1% in fiscal 2014
despite strong ILU sales, due to increased refunds attributable to
contract types refunded as opposed to the number of contracts
refunded. NOMA decreased further to 21.1% in the interim period
reflecting the compressed core operating profitability. However,
both NOM and NOMA continue to easily exceed Fitch's BIG category
medians of 6.6% and 14.5%, respectively.

HIGH DEBT BURDEN

Plymouth Place needs to maintain its solid profitability to support
its heavy debt burden with MADS equal to 18.3% of fiscal 2015 total
revenue, exceeding Fitch's BIG category median of 10%. Fitch
normalized MADS to smooth out six series 2013 bullet maturities
that occur between 2038 and 2043, during which MADS would have
equaled $7.2 million. Fitch's normalized MADS assumption is $5.6
million. Actual aggregate debt service is level at approximately
$5.2 million through 2037. Plymouth Place's rate covenant is based
upon actual annual debt service.

Despite the decreased net entrance fees in fiscal 2015, MADS
coverage remained solid at 1.9x, exceeding Fitch's BIG category
median of 1.5x. Revenue-only MADS coverage increased to 1.4x in
fiscal 2015, exceeding Fitch's BIG category median of 0.8x. MADS
coverage and revenue-only MADS coverage decreased to 1.2x and 0.6x,
respectively, in the interim period, reflecting Plymouth Place's
high debt burden and slightly compressed operating profitability,
but remain consistent with the prior year's interim period results.
Fitch expects fiscal year-end coverage metrics to remain in line
with historical results.

WEAK BUT IMPROVING LIQUIDITY

Unrestricted cash and investments increased 79.3% since fiscal 2011
to $25 million at June 30, 2016. However, unrestricted cash and
investments have increased only a modest 1.7% since June 30, 2015
at the time of Fitch's initial rating. The significant increase
since fiscal 2011 reflects the stabilization of the community, as
initial entrance fees were received and ILU occupancy increased
along with solid cash flows. Despite the increase, liquidity
metrics remain weak with 337 days cash on hand, 31.8% cash to debt
and 4.3x cushion ratio but relatively in line with Fitch's BIG
category medians of 226.5 days, 37.3%, and 5.0x.

FUTURE CAPITAL PROJECTS

Capital plans include the incremental replacement of Plymouth
Place's ILU dated cottages with new cottages. Fitch does not expect
the cottage redevelopment project to materially impact liquidity or
leverage metrics. Any related material impact to either
unrestricted liquidity or leverage metrics would likely result in
negative rating pressure given Plymouth Place's weak liquidity
metrics and limited debt capacity at the current rating level. The
timing of the cottage redevelopment project is currently uncertain.


DEBT PROFILE

Plymouth Place had approximately $78.4 million of total debt
outstanding at June 30, 2016. The debt portfolio consists of 100%
underlying fixed-rate bonds. Plymouth Place is not counterparty to
any interest rate swap agreements. Fitch views the conservative
debt profile as appropriate for the rating level.

DISCLOSURE

Plymouth Place covenants to provide annual disclosure within 150
days of fiscal year-end and quarterly disclosure within 45 days of
each fiscal quarter-end. Disclosure is provided through the
Municipal Securities Rulemaking Board's EMMA system.


QUORUM HEALTH: Moody's Affirms B2 CFR & Changes Outlook to Neg.
---------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Quorum
Health Corporation to negative from stable.  Moody's also lowered
Quorum's Speculative Grade Liquidity Rating to SGL-3 from SGL-2.
Finally, Moody's affirmed all of the company's remaining ratings,
including Quorum's B2 Corporate Family Rating and B2-PD Probability
of Default Rating.

The change in the rating outlook reflects a revision in Moody's
expectation of Quorum's profitability since its separation from
Community Health Systems, Inc. in April 2016.  EBITDA will be lower
than Moody's previously anticipated as the company faces weak
volume trends and considerable costs associated with the
separation.  This in turn will negatively impact Quorum's credit
metrics and its ability to reduce leverage in the near term.
Moody's estimates that pro forma debt/EBITDA could reach 7.1 times
at the end of 2016.

The affirmation of Quorum's B2 Corporate Family Rating incorporates
Moody's belief that the company's efforts to divest facilities, in
order to rationalize its portfolio of hospital facilities and
markets, and reduce costs can meaningfully improve credit metrics
in the next year.  Further, Moody's believes that the company will
remain in compliance with financial covenants in the near term.

The SGL-3 rating reflects Moody's expectation that Quorum will
maintain adequate liquidity over the next 12 to 18 months.  The
downgrade of the SGL rating reflects the decline in Moody's
forecast of Quorum's free cash flow resulting from revised
expectations of profitability and cash generation over the forecast
period.

Following is a summary of Moody's rating actions.

Ratings lowered:
  Speculative Grade Liquidity Rating to SGL-3 from SGL-2

Ratings affirmed:
  Corporate Family Rating at B2
  Probability of Default Rating at B2-PD
  Senior secured revolver and term loan at B1 (LGD 3)
  Senior unsecured notes at Caa1 (LGD 5)
  The rating outlook was changed to negative from stable.

                        RATINGS RATIONALE

Quorum's B2 Corporate Family Rating reflects the company's
considerable financial leverage and limited track record of free
cash generation.  The rating also reflects the risks associated
with establishing systems and operations as a stand-alone entity
while facing operational headwinds, including declining volumes and
adverse payor mix shifts.  Moody's understands that the company is
in the process of divesting facilities, which should benefit
profitability.  However, Moody's believes Quorum will likely have
to pursue acquisitions in order to increase scale and
diversification.  Acquisitions may require additional debt
financing given Moody's expectations that Quorum's free cash flow
will be limited.  Quorum's ratings also reflect the company's
considerable scale and limited competition in many of its markets.

The negative rating outlook reflects Moody's expectation that
limited free cash flow and weak EBITDA expectations will result in
considerably higher leverage and constrain improvement in credit
metrics.  This will limit the company's ability to absorb potential
disruptions associated with the transition to a stand-alone entity
or any additional operating shortfalls at the current rating
level.

Moody's could upgrade the ratings if Quorum increases its scale and
improves its diversity; successfully transitions to a stand-alone
entity without disruption; and maintains a comfortable level of
compliance with covenant requirements.  If Quorum can reduce and
maintain debt/EBITDA below 5.0 times, Moody's could upgrade the
rating.

If the company is not able to reduce and sustain debt to EBITDA
below 6.0 times, the ratings could be downgraded.  The ratings
could also be downgraded if Quorum faces difficulties in
establishing systems as a stand-alone entity.  An inability to
generate free cash flow, restrictions accessing its bank revolver
due to covenant requirements, or any other weakening of liquidity
could also result in a downgrade.  Finally, if Quorum engages in
material debt financed acquisitions or shareholder initiatives,
Moody's could downgrade the ratings.

Quorum Health Corporation is an operator and manager of hospitals
and outpatient services in non-urban areas of the US.  As of
June 30, 2016, the company owned or leased 38 hospitals in 16
states.  The company also manages, through its Quorum Health
Resources subsidiary, 93 non-affiliated hospitals.  Quorum
recognized revenue of approximately $2.2 billion for the twelve
months ended June 30, 2016.

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


RAYMOND & ASSOCIATES: Wells Fargo Asks Court to Prohibit Cash Use
-----------------------------------------------------------------
Wells Fargo Bank, N.A., asks the U.S. Bankruptcy Court for the
Southern District of Alabama to prohibit Raymond & Associates, LLC
from using Wells Fargo's cash collateral.

Wells Fargo tells the Court that following the hearing on the
Debtor's first Disclosure Statement, it had reached an agreement
with the Debtor whereby Wells Fargo would, subject to certain
revisions in the Debtor's proposed plan of reorganization, support
the Debtor's plan if the Debtor would:

     (1) agree to the sale of certain surplus equipment subject to
Wells Fargo's security interest; and

     (2) continue to make monthly $20,000 adequate protection
payments until confirmation of the plan.

Wells Fargo relates that the Debtor has not made the August
adequate protection payment.  Wells Fargo further relates that
while it received on payment of $10,000 on September 2, the
remaining payment has not been received.

A full-text copy of Wells Fargo Bank, N.A.'s Motion, dated Sept. 9,
2016, is available at https://is.gd/yG6Ns9

Wells Fargo, N.A., is represented by:

          W. Patton Hahn, Esq.
          Eric L. Pruitt, Esq.
          Daniel J. Ferretti, Esq.
          BAKER, DONELSON, BEARMAN,
          CALDWELL & BERKOWITZ, PC
          420 20th Street North
          1400 Wells Fargo Tower
          Birmingham, AL 35203
          Telephone: (205) 328-0480

                  About Raymond & Associates

Raymond & Associates, LLC filed a chapter 11 petition (Bankr. S.D.
Ala. Case No. 15-01883) on June 16, 2015.  The petition was signed
by Raymond H. LaForce, manager/member.  The Debtor is represented
by Marion E. Wynne, Jr., Esq., at Wilkins, Bankester, Biles &
Wynne, PA.  The case is assigned to Judge William S. Shulman.  The
Debtor estimated assets at $0 to $50,000 and liabilities at $1
million to $10 million at the time of the filing.


RIVER CREE: S&P Lowers CCR to 'B' on Weak Operating Performance
---------------------------------------------------------------
S&P Global Ratings said it lowered its long-term corporate credit
ratings on Alberta-based casino operator River Cree Enterprises
L.P. to 'B' from 'B+'.  The outlook is negative.  At the same time,
S&P Global Ratings lowered its issue-level ratings on the company's
second-lien senior secured debt to 'CCC+' from 'B-'.

"The downgrade reflects our expectation of River Cree's adjusted
EBITDA interest coverage being in the high 1x range over the next
12 months, which is weaker than we previously forecast," said S&P
Global Ratings credit analyst Andrew Ng.

The outlook reflects S&P's view of the weaker Alberta economy and
increased competitive landscape in the Greater Edmonton Area for
casino gaming, which S&P believes could lead to further credit
metric deterioration over the next 12 months.  S&P also expects the
company to have tight covenant headroom under its covenants,
leading S&P to revise its liquidity assessment on River Cree to
less than adequate from adequate.

The company's increased marketing and promotional expenses are
behind S&P's revised credit metrics for River Cree.  S&P expects
discretionary spending on leisure activities to be lower in the
province due to higher unemployment.  S&P also expects an
increasingly competitive environment in the Greater Edmonton Area's
casino gaming market, based on two refurbished casinos opening in
2016, which could lead to credit metrics weakening for River Cree.
Although S&P expects net revenues to grow in the low-single-digit
rate over the next 12 months, S&P expects adjusted EBITDA interest
coverage to be in the high 1.0x range, which corresponds with the
highly leveraged financial risk profile category.  S&P's adjusted
EBITDA excludes the First Nations Development Fund (FNDF) proceeds
available for debt service, and our adjusted interest expense
excludes the interest expense that the FNDF covers.

Although S&P assess liquidity to be less than adequate based on a
small cushion on covenant levels, S&P believes that the structural
protection provided through the FNDF for debt service obligations
would provide some incentive for lenders to amend or waive
covenants.

The River Cree casino resort is just outside Edmonton on the Enoch
Cree Nation Reserve, providing it with good access to the city's
population and tourist facilities, such as the West Edmonton Mall.
The company is the market leader, taking the largest share of
coin-in and table revenue, with comparatively high wins per day. In
particular, River Cree's market position is supported by the
casino's status as the only one in the province that allows
smoking, which S&P believes is a sustainable advantage considering
the dearth of native casinos near Edmonton and the moratorium on
new casinos in Alberta.

The negative outlook on River Cree reflects weakening macroeconomic
trends in Alberta and the increasing competitive landscape in the
Greater Edmonton Area for casino gaming, both of which could lead
to deterioration in EBITDA.

S&P could lower the rating if adjusted EBITDA interest coverage
approaches 1.5x over the next 12 months due to the weaker Alberta
economy and local competitive pressures.  A downgrade could also
occur if the company's covenant cushion further tightens due to
EBITDA margin deterioration.

S&P could revise the outlook to stable if adjusted EBITDA interest
cover remains above 2.5x over the next 12 months.  This could occur
through reduced costs based on a more stable operating environment
and increased number of gamers in the casino, which would increase
revenues and EBITDA.


RIVERHEAD CHARTER: S&P Affirms 'BB+' Rating on 2013 Revenue Bonds
-----------------------------------------------------------------
S&P Global Ratings revised the outlook to stable from negative and
affirmed its 'BB+' long-term rating on Riverhead IDA Economic Job
Development Corp., N.Y.'s series 2013A and 2013B revenue bonds
issued on behalf of Riverhead Charter Schools (RCS).

"The outlook revision reflects our view of the school's progress in
addressing the charter authorizer's concerns, including academic
progress, improved teacher retention, and stabilized governance,"
said S&P Global Ratings credit analyst Debra Boyd.


RMR OPERATING: Cash Collateral Motion Denied, Moot
--------------------------------------------------
Judge Barbara J. Houser of the U.S. Bankruptcy Court for the
Northern District of Texas denied RMR Operating, LLC, et al.'s
motion seeking to use cash collateral, for being moot.

The Debtors related that they had closed on the sale to Black
Mountain Operating, LLC, pursuant to their Amended Purchase
Agreement.  The Debtors further related that they have satisfied in
full Independent Bank's secured claims, and that Independent Bank
no longer asserts an interest in the cash collateral.

A full-text copy of the Order, dated Sept. 7, 2016, is available at
https://is.gd/3mq8nh

Independent Bank is represented by:

          J. Mark Chevallier, Esq.
          James G. Rea, Esq.
          MCGUIRE, CRADDOCK & STROTHER, P.C.
          2501 North Harwood, Suite 1800
          Dallas, TX 75201
          Telephone: (214) 954-6800
          E-mail: MChevallier@mcslaw.com
                  JRea@mcslaw.com

                   About RMR Operating

RMR Operating, LLC filed a chapter 11 petition (Bankr. N.D. Tex.
Case No. 16-30988) on March 8, 2016.  The petition was signed by
Alan W. Barksdale, president.  The Debtor is represented by Howard
Marc Spector, Esq., at Spector & Johnson, PLLC.  At the time of the
filing, the Debtor estimated assets and liabilities at $0 to
$50,000.



ROCKDALE RESOURCES: Now Known as Petrolia Energy
------------------------------------------------
Effective Sept. 2, 2016, Rockdale Resources Corporation formally
changed its name to Petrolia Energy Corporation (OTC PINK: BBLS)
and is now incorporated in Texas.

Following the filing on Aug. 23, 2016, of its Form 10-Q for the
period ending June 30, 2016, Petrolia is now current and fully
compliant with all Securities and Exchange Commission filings.

As a result, Petrolia's filings with the State of Texas, the State
of Colorado, Financial Industry Regulatory Authority ("FINRA"), and
Depository Trust Company ("DTC") have been accepted and approved,
giving effect to the Company's conversion to a Texas corporation
and the name change.  The Company's shareholders approved these
changes at its annual shareholder meeting in Houston on April 14,
2016.

As reflected in Petrolia's recently filed Form 10-Q for the
three-month period ending June 30, 2016, General and Administrative
("G&A") expense was $292,620.  This amount is a reduction of
approximately $46,000, or 14%, from the prior quarter, reflecting
management's continued steps to implement meaningful structural and
efficiency improvements within the organization.

On Aug. 17, 2016, Paul Deputy was named chief financial officer  of
the Company.  Mr. Deputy has been a Certified Public Accountant in
Texas for over 24 years, and he has served in various senior
financial officer roles with several public energy companies.  Most
recently, Mr. Deputy has worked with Petrolia as a consultant, CPA,
and senior finance professional since May 2015. Mr. Deputy played
an instrumental role in preparing and filing the Company's
financial reports with the SEC.

Subsequent to the second quarter of 2016, Petrolia's executive
management team and members of the Board of Directors continued to
fund the operations of the Company.  Collectively, the group loaned
the Company an additional $210,000.

Zel C. Khan, chief executive officer, commented, "Petrolia Energy
is now current and fully compliant with all its SEC and other
regulatory filings.  With these significant gateway tasks complete,
we can now proceed further with our plan to create a world-class
production company for our shareholders.  Additionally, we are
grateful to our Board of Directors and members of the executive
team who continue to help backstop the Company's working capital
needs as we move beyond administrative bottlenecks and move closer
to full implementation of our profitable business model."

For additional information, please refer to Petrolia's filings with
the SEC which is available for free at https://is.gd/uClJ0k

                About Petrolia Energy Corporation

Petrolia Energy Corporation is headquartered in Houston, Texas, the
energy capital of the world.  With over 80 years of operational and
management experience throughout the energy industry, the Company
explores oil and gas development opportunities.  Petrolia Energy's
core focus is on the utilization of new technology as well as the
implementation of its own proprietary technologies in order to
improve the recoverability of existing oil fields.

Petrolia Energy Corporation's team of experts has an outstanding
record of converting oil fields into compliant, producing, and
profitable entities.  Petrolia Energy Corporation is committed to
achieving these results by being a good neighbor and partner in the
communities in which the Company operates.  This can only be
achieved long term with regulatory compliant operations that
embrace the concepts of environmental stewardship.

As excellent stewards to the environment, the Company's goal is to
improve the environment; both on the field and in the surrounding
communities we serve.  The Company firmly believes it can maximize
a field's profitability for its shareholders while protecting the
environment and enhancing the community.

As of June 30, 2016, Rockdale had $4.24 million in total assets,
$1.40 million in total liabilities and $2.83 million in total
stockholders' equity.

Rockdale incurred a net loss of $1.85 million in 2015 following a
net loss of $1.67 million in 2014.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, noting that the Company has incurred losses
from operation since inception.  This factor raises substantial
doubt about the Company's ability to continue as a going concern.


ROOT9B TECHNOLOGIES: Negative Cash Flow Raises Going Concern Doubt
------------------------------------------------------------------
Root9B Technologies, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $4.84 million on $10.20 million of net
revenue for the three months ended June 30, 2016, compared with a
net loss of $1.14 million on $7.95 million of net revenue for the
same period in 2015.

The Company's balance sheet at June 30, 2016, showed $34.75 million
in total assets, $13.81 million in total liabilities, and a
stockholders' equity of $20.94 million.

As of June 30, 2016, The Company had cash and cash equivalents of
$984,199, compared to $795,682 at December 31, 2015, an increase of
$188,517.  The increase is primarily attributable to the proceeds
from the equity financing transactions and warrant and stock option
exercises during the first six months of 2016 which totaled
approximately $7,000,000, offset by the net cash used in operations
and investing of approximately $6,800,000.

The Company's objective from a liquidity perspective is to use
operating cash flows to fund day to day operations.  In both the
first six months of 2016 and 2015 the Company did not achieve this
objective, as cash flow from operations in the first six months of
2016 and 2015 has been the net use of $6.3 million and $9.2
million, respectively.  The Company's high use of cash has been
predominantly caused by competitive pricing pressures decreasing
gross margins for the IPSA/BAS business segments, costs associated
with the 2015 IPSA acquisition and integration, costs for the ramp
up of root9B, its cyber security subsidiary, the cyber solutions
employee base and capital costs associated with the build out of
the Adversarial Pursuit Center and other expansion related costs.

New IPSA and Cyber Solutions client engagements in the first six
months of 2016, while increasing revenues for the three months
ended June 30, 2016 versus 2015, have not scaled to the revenue and
gross margin levels that the Company expected in providing
sufficient resources to significantly improve the Company's
liquidity position.  Continued investments in the Cyber Solutions
business segment and the reduced revenue and gross margin forecasts
have resulted in the Company's need to raise additional capital.

The Company continues to pursue available options for obtaining
additional financing.  However, no assurances can be given that the
Company will be successful in obtaining the necessary financing.
Without additional funding, the issues of not generating material
revenue increases and having negative operating cash flows, among
other issues, raise substantial doubt about the Company's ability
to continue as a "going concern."

A copy of the Form 10-Q is available at:
                              
                       https://is.gd/qg78Oi

Root9B Technologies, Inc., is a Charlotte, North Carolina-based
provider of cybersecurity and business advisory services.  These
solutions target mitigating risk, assisting with compliance, and
maximizing profits by addressing core areas for businesses,
primarily cyber security, regulatory compliance, risk mitigation
and energy and controls related initiatives.



SAMSON RESOURCES: JPMorgan Opposes Committee Standing to Sue
------------------------------------------------------------
BankruptcyData.com reported that JPMorgan Chase Bank filed with the
U.S. Bankruptcy Court an objection to Samson Resources' official
committee of unsecured creditors' motion for entry of order
granting exclusive standing and authority to commence, prosecute
and settle certain claims and causes of action on behalf of the
Debtors' estates.  The objection asserts, "Today, the Committee
would have this Court believe that a wide assortment of Wall
Street's most sophisticated financial parties, namely the sponsors,
the lenders, and the bondholders (who are now the Committee's
primary constituency) completely misunderstood the value of the
Debtors when placing billions of dollars of their own money at
risk. The Committee asks this Court instead to believe that --
never mind the occurrence of one of the largest collapses in
hydrocarbon prices over the past twenty years -- Samson actually
was doomed to fail because the 2011 Transactions left the company
insolvent.  With respect to its fraudulent transfer claims
specifically, the Committee acknowledges that it has unearthed no
evidence of actual fraud; instead, it seeks to use a fantastical
solvency analysis to try to rewrite the history of the 2011
Transactions. In addition, the Committee's Motion should be denied
because the Debtors' decision not to pursue the Committee's
purported claims was entirely justified.  The Debtors concluded
that challenging the 2011 Transactions is not a sensible
application of estate resources.The Committee cannot simultaneously
serve two masters by asserting claims on behalf of the Debtors'
entire estates while, at the same time, also zealously representing
the narrow interests of its own constituents, especially as all but
a very small percentage of them ratified the transactions at issue
here. Its Motion must therefore be denied."

                      About Samson Resources

Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (D. Del. Lead Case No. 15-11934) on Sept. 16, 2015.
Philip W. Cook, the executive vice president and CFO, signed the
petition.  The Debtors estimated assets and liabilities of more
than $1 billion.

Samson is an onshore oil and gas exploration and production company
with interests in various oil and gas leases primarily
located in Colorado, Louisiana, North Dakota, Oklahoma, Texas, and
Wyoming.  The Operating Companies operate, or have royalty or
working interests in, approximately 8,700 oil and gas production
sites.

Samson was acquired by KKR and Crestview from Charles Schusterman
in December 2011 for approximately $7.2 billion.  The investor
group provided approximately $4.1 billion in equity investments as
part of the purchase price.

Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.

Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors'
Investment banker.  Garden City Group, LLC, serves as claims and
noticing agent to the Debtors.

Andrew Vara, acting U.S. trustee for Region 3, appointed three
creditors of Samson Resources Corp. and its affiliated debtors to
serve on the official committee of unsecured creditors.  The
Committee has tapped White & Case LLP as counsel and Farnan LLP as
local counsel.

                          *     *     *

The Debtors, on May 16, 2016, filed a new debt-for-equity Chapter
11 Plan, a copy of whose Disclosure Statement is available at
http://bankrupt.com/misc/SAMSONds0517.pdf

The Plan contemplates an exchange of First Lien Claims for new
first lien debt (including commitments under a new reserve-based
revolving credit facility), Cash (including proceeds from Asset
Sales, if any), and new common equity.

In a subsequent filing, the Creditors Committee submitted a motion
in court seeking the termination of the Debtors' exclusivity
periods to file, and solicit acceptances for that, a Chapter 11
plan.  As reported in the May 26, 2016 edition of The Troubled
Company Reporter, the Committee claimed that "the Debtors' Amended
Plan on file represents a no win choice for unsecured creditors:
vote for the plan and get less than one would in a Chapter 7
liquidation; fight the plan and either get nothing or end up six
months down the road with no plan and administrative expenses
running out of control."


SKILLMAN INTERNATIONAL: Wants to Use Ability Life Cash Collateral
-----------------------------------------------------------------
Skillman International Firm, LLC, asks the U.S. Bankruptcy Court
for the Northern District of Texas for authorization to use Ability
Life Insurance Company's cash collateral.

The Debtor owns and operates an office building located at 9550
Skillman, Dallas, Texas.  The building is approximately 50%
occupied and currently has 20 tenants.

Ability Life Insurance Company asserts a first lien on the Debtor's
real estate and its rents receivable.

The Debtor wants to use its rents for the purpose of funding its
operations and to pay the remainder of its rents to Ability Life
Insurance Company as adequate protection payments, pending approval
of its plan of reorganization.

The Debtor's proposed Budget for the month of September 2016,
provides for total expenses in the amount of $11,220.

The Debtor tells the Court that it currently has a sale pending on
its property, that it expects will provide sufficient funds to pay
all allowed claims in full.  The Debtor further tells the Court
that the sales contract price is approximately $900,000 in excess
of the amount owed Ability Life Insurance Company.

A full-text copy of the Debtor's Motion, dated September 7, 2016,
is available at https://is.gd/kR9kBJ

Skillman International Firm, LLC is represented by:

          Herman A. Lusky, Esq.
          LUSKY & ASSOCIATES, PC.
          12720 Hillcrest Rd., Ste. 270
          Dallas, TX 75230
          Telephone: (972) 386-3900
          E-mail: mail@lusky.com

             About Skillman International Firm

Skillman International Firm, LLC filed a chapter 11 petition
(Bankr. N.D. Tex. Case No. 16-33494-SGJ-11) on September 4, 2016.
The Debtor is represented by Herman A. Lusky, Esq., at Lusky &
Associates, PC.



SOUTHERN SEASON: Iron Horse to Auction Assets on September 22
-------------------------------------------------------------
Iron Horse Auction Co., Inc., of Rockingham, NC, on Sept. 14, 2016,
disclosed that it will be selling the Southern Seasons Assets from
their Mt. Pleasant, SC and Richmond, VA Stores.

These stores were only open for a short time so the equipment,
furniture, kitchen equipment and fixtures are in nearly new
condition.  The assets have been moved to the Southern Seasons
Distribution Warehouse located at 2390 Park Center Dr., in Mebane,
NC at Exit 153.

The public will be allowed to inspect the assets on September 26
and September 27.  The Auction will be conducted online only
Catalog 1, beginning on September 22 and ending on September 28 and
Catalog 2, beginning on September 23 and ending on
September 29.

Tom McInnis of Iron Horse states, "This is absolutely the finest
offering of nearly new store fixtures, restaurant/dining/kitchen
equipment assets we have ever sold.  Only the finest and best
brands are represented in the auction and all in pristine
condition.  We will be selling several pieces of art that consist
of antique advertising lithographs, some nearly 100 years old and
all professionally framed."

The auction is being conducted By Order of the United States
Bankruptcy Court, Middle District of North Carolina, Durham
Division, Case No. 16-80558.

                    About Southern Season

Southern Season, Inc., was founded in 1975 and is a premier retail
destination for specialty food and gifts.  It currently operates
its flagship retail store located in Chapel Hill, North Carolina,
and its three "Taste of Southern Season" stores in Asheville,
Raleigh, North Carolina and Charleston, South Carolina.

Southern Season sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D.N.C. Case No. 16-80558) on June 24,
2016.  The petition was signed by Clay Hammer, CEO.

On Aug. 8, 2016, John Fioretti of ABTV was appointed as the
Debtor's Chief Restructuring Officer.  The CRO has the full and
complete authority to manage the affairs of the Debtor.

The Debtor is represented by John Paul H. Cournoyer, Esq., at
Northen Blue, LLP, and Richard M. Hutson, II, Esq., at Hutson Law
Offices, P.A.  The case is assigned to Judge Benjamin A. Kahn.

At the time of the filing, the Debtor disclosed $9.82 million in
assets and $18.3 million in liabilities.


SOUTHWESTERN ENERGY: Fitch Hikes LT Issuer Default Rating to 'BB'
-----------------------------------------------------------------
Fitch Ratings has upgraded Southwestern Energy Company's
(Southwestern; NYSE: SWN) Long-Term Issuer Default Rating to 'BB'
from 'B+'. Fitch has also upgraded Southwestern's secured term loan
to 'BBB-'/'RR1' from 'BB+'/'RR1' and secured credit facility and
unsecured debt to 'BB'/'RR4' from 'B+'/'RR4'. The Rating Outlook
has been revised to Stable from Positive.

Approximately $4.7 billion in debt is affected by today's rating
action.

The upgrade reflects the company's improved liquidity position and
reduced repayment/refinance risk following the recently completed
bank, equity, and debt tender transactions, as well as the pending
West Virginia acreage sale. This helps moderate Fitch's previous
concern that there was heightened capital structure event risk.
Another consideration is the recently increased 2016 capital budget
that will help re-establish operational momentum and moderate
production declines. Capex is expected to be funded with a
combination of operating cash flow and equity proceeds. Further,
management's medium-term plan to manage to a near neutral FCF
profile limits the potential need for additional gross leverage,
while a more proactive hedging strategy should moderate cash flow
risk and support development funding.

The 'BB'/'RR4' rating on the $743 million secured credit facility
considers that there is currently no availability under the secured
debt cap, making the credit facility effectively pari passu with
other unsecured debt. The secured debt cap, as defined in the
indentures as an incurrence test, is up to 15% of consolidated net
tangible assets (Fitch estimates approximately $1 billion for the
most recent fiscal quarter, which is below the outstanding $1,191
million secured term loan). Fitch recognizes that availability
under the secured debt cap, as well as capacity under the 1.5x
minimum collateral coverage provision, may change over time and
result in all or a portion of secured credit facility borrowings
becoming secured and having priority over the other unsecured
debt.

KEY RATING DRIVERS

Southwestern's ratings are supported by its size, favorable
Marcellus and Utica acreage positions, solid midstream asset base,
and strong operating history. Offsetting factors include the
company's heightened credit risk in a weak realized price
environment following its leveraged December 2014 acquisition of
Southwestern Appalachia acreage, nearly exclusive natural-gas focus
that results in lower netbacks per barrel of oil equivalent (boe)
relative to liquid peers, and limited geographic diversity.

The company reported net proved (1p) reserves of 6.2 trillion cubic
feet equivalent (Tcfe; approximately 95% natural gas) for the year
ended 2015, which is down over 40% mainly due to price revisions to
undeveloped reserves. 2015 production grew over 27% year-over-year
to nearly 2.7 billion cubic feet equivalent per day (Bcf/d). This
increase is attributable to the integration of nearly 0.4 Bcf/d of
the acquired Southwestern Appalachia production and about an equal
amount of organic growth within the Northeastern and Southwestern
Appalachia properties offset by production declines in the
Fayetteville and other properties. The pending 55,000 net acre
Southwestern Appalachia asset sale will have limited impact on 1p
reserves and production (11 Bcfe and 14 mcf/d, respectively, as of
Dec. 31, 2015). First half 2016 production declined approximately
4% year-over-year to around 2.5 Bcf/d illustrating the production
effects of very limited capital spending.

The company increased its 2016 E&P capital budget to approximately
$475 million from approximately $125 million to fund the completion
of drilled but uncompleted wells and drilling of new wells. 2016
production guidance has also been increased to an average estimated
11% decline (870 Bcfe mid-point) from an initial average estimated
15% decline (825 Bcfe mid-point). This production update is the
result of improved performance of existing wells and, to a lesser
extent, additional capital spending. Fitch believes that the
operating cash flow and equity-funded increase in capital spending
will help the company regain some operational momentum and further
develop its earlier stage SW Appalachia acreage position.
Management also gave an early indication that 2017 E&P capex of
approximately $700 million would result in average production being
relatively flat year-over-year.

MODERATELY NEGATIVE FCF AND WIDE LEVERAGE METRICS FORECAST

Fitch's base case forecasts Southwestern will be approximately $250
million FCF negative in 2016. Debt/EBITDA is estimated to increase
to approximately 8.9x in 2016 from approximately 3.2x in 2015
mainly due to the weaker realized oil & gas market pricing
environment and lower production. Debt/proved developed (PD)
reserves and debt per flowing barrel metrics are forecast to be
approximately $5.20/boe ($0.87/mcf) and $11,870 respectively.

The Fitch base case forecasts debt/EBITDA improves to approximately
3.1x in 2018 mainly due to lower gross debt levels and an
improvement in the production profile and Fitch's oil & gas price
assumptions. The Fitch base case also assumes that the company
maintains a near neutral FCF profile in 2017 and 2018. Fitch's base
case projects that net debt levels will be approximately $3.2
billion at yearend 2016, compared to approximately $4.7 billion at
yearend 2015, and remain relatively flat through 2018.

As of August 2016, the company had natural gas hedges for 149 Bcf
(average floor price of $2.52/mcf) and 228 Bcf (average floor price
of $3.01/mcf) in 2016 and 2017, respectively. This represents
approximately 17% and 26% of 2016 production (mid-point) for 2016
and 2017, respectively. Management has made recent public
commentary that it has taken steps to establish a rolling
three-year hedging program that, subject to market prices, will
hedge 50% - 80% of current production.

KEY ASSUMPTIONS

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

   -- WTI oil price that trends up from $42/barrel in 2016 to
      $65/barrel long term;

   -- Henry Hub gas that trends up from $2.35/mcf in 2016 to
      $3.25/mcf long term;

   -- Average differential around $0.80/mcf in 2016 followed by
      incremental improvements;

   -- Production below 2.4Bcf/d, or an approximately 11% year-
      over-year decline, in 2016 followed by relatively flat
      production and mid-single digit production growth in 2017
      and 2018, respectively, as Fitch's oil & gas price
      assumptions improve;

   -- Liquids mix, principally natural gas liquids, exhibits
      annual increases as production in the SW Appalachia region
      grows proportionally;

   -- Discretionary capital spending, excluding capitalized
      interest and expenses, is forecast to be approximately $505
      million in 2016, consistent with guidance, followed by a
      relatively balanced capital spending profile;

   -- Asset divestitures assumed to be approximately $450 million
      consistent with the pending West Virginia acreage sale.

RATING SENSITIVITIES

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

   -- Demonstrated commitment to lower gross debt levels and
      execution of a credit conscious plan to re-establish
      operational momentum;

   -- Mid-cycle debt/EBITDA around 2.5x on a sustained basis;

   -- Mid-cycle debt/PD reserves below $5.00 - $5.50/boe and/or
      debt/flowing barrel under $15,000;

   -- Improving differential trends and unit cost profile.

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

   -- Failure to manage liquidity and re-establish operational
      momentum;

   -- Mid-cycle debt/EBITDA in the 3.5x range on a sustained
      basis;

   -- Mid-cycle debt/PD reserves nearing $6.00 - $6.50/boe and/or
      debt/flowing barrel above $17,500 - $20,000;

   -- Further weakening in differential trends and the unit cost
      profile.

ENHANCED LIQUIDITY PROFILE

Fitch estimates pro forma cash & equivalents of approximately $1.6
billion as of June 30, 2016. This considers recent debt repayments,
the equity issuance, and pending West Virginia asset sale expected
to close in the third quarter of 2016. An additional source of
liquidity is the company's $743 million secured credit facility
(approximately $574 million available, considering approximately
$169 million in outstanding letters of credit, as of June 30, 2016)
maturing in December 2020, subject to a springing maturity
provision. The credit facility is subject to a springing maturity
of October 2019 if the company has not amended, redeemed, or
refinanced at least $765 million of the $850 million notes due
January 2020 by October 2019. Under the terms of the agreements,
any amendments to the 2020 notes or refinance debt must extend to
at least March 2021. Southwestern will also have access to $66
million under the existing unsecured credit facility through
December 2018.

MODIFIED COVENANT PACKAGE

The main financial covenant is a minimum interest coverage covenant
of greater than 0.75x through Dec. 31, 2016 followed by annual
increases of 0.25x to 1.5x in 2019. The company also has a minimum
liquidity covenant of $300 million, subject to an increase of up to
$500 million if out of compliance with certain EBITDAX or leverage
metrics. An anti-hoarding provision also requires the company to
pay down any credit facility borrowings with unrestricted cash in
excess of $100 million. The secured term loan and credit facility
have a minimum collateral coverage ratio covenant of 1.5x based on
an adjusted PV9 that includes only 35% of total proved
non-producing and proved undeveloped oil and gas properties. The
existing unsecured 2013 revolving credit facility includes a
maximum debt-to-capital ratio of 60%, excluding non-cash asset
impairments and certain other items. Other covenants consist of
customary additional lien and debt limitations, transaction
restrictions, and change in control provisions. The additional debt
covenant allows for up to $1.1 billion of secured debt to be issued
by certain subsidiaries. Fitch believes that the company currently
has adequate financial covenant headroom.

IMPROVED MEDIUM-TERM MATURITY PROFILE

Southwestern has proactively taken steps to improve its medium-term
maturity profile through a combination of debt tendering activity
and the unsecured term loan repayment and amendment. The 7.15%
notes have annual payments of $1.2 million through 2017 with the
remaining principal balance of $24.6 million due in 2018. An
additional $40 million (7.35% and 7.125% notes), $250 million (7.5%
and 3.3% notes; reduced approximately $1,735 million inclusive and
$1,450 million exclusive of the credit facility), and approximately
$2.4 billion (4.05% notes, secured term loan, and unsecured term
loan; increased approximately $1.6 billion) mature in 2017, 2018,
and 2020, respectively. Fitch believes that recent actions taken by
the company help alleviate medium-term refinance/repayment risks.

MANAGEABLE OTHER LIABILITIES

The company's pension obligations were underfunded by approximately
$40 million as of June 30, 2016, which Fitch considers to be
manageable when scaled to mid-cycle funds from operations.
Southwestern's asset retirement obligation (ARO) was about $201
million as of Dec. 31, 2015, which is generally consistent with the
previous year's reported obligations.

Other obligations totalled approximately $9.2 billion on a
multi-year, undiscounted basis as of Dec. 31, 2015. The obligations
include: $8.9 billion in pipeline demand transportation charges,
$278 million in operating leases for equipment, office space, etc.,
and $49 million in compression services. As of June 30, 2016,
pipeline demand transportation charges declined to approximately
$8.6 billion. Approximately $3.3 billion of the reported pipeline
obligations still require regulatory approvals and additional
construction efforts.

FULL LIST OF RATING ACTIONS

Southwestern Energy Company

   -- Long-Term IDR upgraded to 'BB' from 'B+';

   -- Secured term loan upgraded to 'BBB-'/'RR1' from 'BB+'/'RR1';

   -- Secured credit facility upgraded to 'BB'/'RR4' from
      'B+'/'RR4';

   -- Senior unsecured notes upgraded to 'BB'/'RR4' from
      'B+'/'RR4';

   -- Unsecured credit facility upgraded to 'BB'/'RR4' from
      'B+'/'RR4';

   -- Unsecured term loan upgraded to 'BB'/'RR4' from 'B+'/'RR4;

   -- Short-Term IDR affirmed at 'B';

   -- Commercial Paper program affirmed at 'B'.

The Rating Outlook has been revised to Stable from Positive.


SPECTRUM BRANDS: Fitch Rates New EUR375MM Unsec. Notes 'BB/RR4'
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB/RR4' rating to Spectrum Brands
Inc.'s proposed EUR375 million issue of 10-year senior unsecured
notes. The proceeds from the new issue, in combination with
revolver borrowings, will be used to pay down the company's $520
million 6.375% notes due 2020.

Spectrum's ratings reflect its well-diversified portfolio that can
deliver low-single digit organic growth over time, and the
company's track record of opportunistically integrating new brands
onto its platform. Fitch expects Spectrum to remain acquisitive
while managing leverage towards the 4x - 4.5x range post an
acquisition over the medium term.

KEY RATING DRIVERS

Diversification and Marketing Strategy Leads to Solid Results

Spectrum's diversified product portfolio has resonated well with
retail customers and consumers due to its generally
non-discretionary nature, replacement cycles, and product
innovation. Categories such as pet care, home and garden, and home
hardware have proven to be stable growers over time. Organic growth
rates have trended around 2.5% - 3.0% over the past three years,
which in combination with margin-accretive synergies have led to
EBITDA margin growth from 15% in 2013 to 17% in 2015. Modest sales
growth, accretive acquisitions, and cost controls have led to
improving margins and ample free cash flow (FCF). Much of the
company's FCF has historically been directed toward debt reduction
post acquisitions.

Short-Term Increases in Leverage Expected Given Acquisitive
Strategy

Fitch expects adjusted leverage to trend below 4.0x over the next
12 - 18 months on EBITDA growth and debt paydown following the
debt-financed acquisition of Armored AutoGroup (AAG) in 2015. The
acquisition was designed to expand Spectrum's portfolio into auto
care through brands with leading market shares including ArmorAll
and STP. Fitch views the acquisition favorably due to the
industry's stable growth trends and the company's strong brands.
Spectrum plans to reduce leverage below 4.0x, which Fitch believes
is feasible by 2017, barring any acquisitions.

Spectrum's acquisitive posture has resulted in periodic but
temporary increases in leverage. Over the past three years leverage
has ranged from the low-4.0x range to the low-5.0x range, with the
upper end of the range occurring following a debt-financed
acquisition. Recent company acquisitions have added brands in
categories such as auto care, pet food/treats, animal repellents
and commercial locks. Spectrum has a positive track record of
integration and Fitch expects Spectrum to continue making
acquisitions over the forecast horizon. Without further
acquisitions, Spectrum's leverage could trend in the mid-high 3.0x
range beginning 2017. However, Fitch expects Spectrum will remain
acquisitive and is likely to maintain leverage in the 4x - 4.5x
over the medium term.

Corporate Governance

Spectrum is a controlled company. HRG Group Inc. (HRG, Fitch IDR
'B'/Outlook Stable) owns approximately 58% of Spectrum. HRG has
pledged a portion of its Spectrum shares as collateral for its own
debt and is also dependent on its portfolio companies for cash
flow. However, restrictive and financial covenants in Spectrum's
debt facilities, as well as HRG's focus on maintaining moderate
debt levels at its portfolio companies, mitigate concerns.

KEY ASSUMPTIONS

   -- Sales are expected to grow 8% - 10% in fiscal 2016 (ends
      September) on low-single digit organic growth and full-year
      inclusion of the AAG acquisition. Organic sales growth is
      expected to track in the low-single digit range beginning
      2017.

   -- EBITDA growth is expected to modestly outpace sales growth
      over the forecast horizon, due to positive mix shifts,
      fixed-cost leverage, and ongoing cost structure reductions.

   -- Free cash flow after dividends (FCF) is projected to be $300

      million to $400 million annually and is expected to be used
      for debt paydown in fiscal 2016 to meet Spectrum's target of

      reducing adjusted debt/EBITDAR at or below 4.0x.

   -- Spectrum could issue debt to fund an acquisition. Fitch's
      expectation would be that the company uses FCF to reduce
      leverage to the 4.0x - 4.5x range 24 - 36 months following
      an acquisition.

RATING SENSITIVITIES

A negative rating action could occur given the following:

   -- Spectrum sustained leverage above 4.5x, due to either low-
      single digit sales declines on weak execution or margin
      erosion due to increased promotions to defend market share;

   -- The company effects a sizable acquisition of a weak brand
      with turnaround execution risk, violating the company's
      posture of acquiring brands with top market shares;

   -- Spectrum executes an outsized, debt-financed transaction
      which reduced confidence in the company's ability to return
      leverage below 4.5x over the following 24 - 36 months;

   -- Spectrum's debt covenants change to allow higher restricted
      payments, increasing risk of cash flow leakage to majority
      owner HRG.

Given Spectrum's acquisitive posture, an upgrade is unlikely due to
the risk of a leveraging transaction. However, Fitch would view
positively a commitment to sustain leverage below the 4.0x level.

LIQUIDITY AND DEBT STRUCTURE

As of July 3, 2016, Spectrum had $117 million in cash and $277
million availability on its $500 million revolving credit facility.
Spectrum's FCF was in the $280 million range in 2015, down slightly
from $300 million in 2014 due to the acquisitions of AAG and Tell.
Fitch expects FCF to be near $300 million in FY2016, trending
toward the $400 million range by FY2018, bolstered by the AAG
acquisition.

Spectrum has been recording residual U.S. and foreign taxes on
undistributed foreign earnings since 2012 in order to accelerate
paydown of U.S. debt, as well as fund distributions to
shareholders, etc. As a result, Fitch views much of Spectrum's cash
balance as unrestricted and available to reduce debt.

Spectrum refinanced its capital structure in June 2015 with a $1.45
billion term loan, EUR300 million term loan, and CAD75 million term
loan. Additionally, the company launched a new five-year $500
million senior secured cash flow revolver. The cash flow revolver
replaced the $400 million asset based lending (ABL) facility,
providing additional liquidity and financial flexibility. A portion
of the proceeds was also used to retire the $300 million 6.75%
senior unsecured notes due 2020.

Spectrum's leverage increased to the mid-6x range in December 2012
after purchasing Stanley Black & Decker, Inc.'s Hardware & Home
Improvement Group (HHI) for $1.4 billion; however, the company has
continued to delever through debt paydown and EBITDA expansion.
Similarly, leverage increased from the low-4x range in 2014 to the
low-5x range in 2015 though Spectrum is expected to delever in
2016. Fitch expects leverage to decrease to 4.0x over the next 12 -
18 months absent further acquisitions.

Fitch has assigned recovery ratings (RRs) to the various debt
tranches in accordance with criteria, which allows for the
assignment of recovery ratings for issuers with IDRs in the 'BB'
category. Given the distance to default, recovery ratings in the
'BB' category are not computed by bespoke analysis. Instead, they
serve as a label to reflect an estimate of the risk of these
instruments relative to other instruments in the entity's capital
structure. Fitch assigned an 'RR1' to first lien secured debt,
notching up two from the IDR and indicating outstanding recovery
prospects (91% - 100%) given default. Unsecured debt will typically
achieve average recovery, and thus was assigned an 'RR4', or 31% -
50% recovery.

FULL LIST OF RATING ACTIONS

Fitch currently rates Spectrum as follows:

   Spectrum Brands, Inc.

   -- Long-Term Issuer Default Rating 'BB';

   -- Secured revolver 'BBB-/RR1';

   -- Senior secured term loans 'BBB-/RR1';

   -- Unsecured notes 'BB/RR4'.

The Rating Outlook is Stable.


SUNEDISON INC: Judge Denies Vivint Request to Advance Litigation
----------------------------------------------------------------
The American Bankruptcy Institute, citing Jessica DiNapoli of
Reuters, reported that a U.S. bankruptcy court judge denied Vivint
Solar Inc.'s request to advance its lawsuit against bankrupt
renewable energy developer SunEdison Inc. stemming from a failed
merger.

According to the report, Vivint filed a lawsuit earlier this year
against SunEdison in Delaware Chancery Court after Vivint
terminated its planned $2.2 billion merger with SunEdison.  The
lawsuit was automatically put on hold when SunEdison filed for
bankruptcy protection in April, the report noted.

Vivint asked Judge Stuart Bernstein to allow the lawsuit to move
forward so it could secure a judgment against SunEdison, saying its
claim against the bankrupt company is approximately $1 billion in
damages, the report related.

It is the largest unsecured creditor in the case and can
potentially influence how SunEdison's bankruptcy moves forward, the
report said.

Judge Bernstein rejected Vivint's request because it will take up
too much of SunEdison's time, the report further related.

"Prosecution of the ... litigation at this time will interfere
substantially with the progress of the bankruptcy case and
prejudice the interests of other creditors by diverting
[SunEdison's] resources and personnel at a critical time in the
case," Judge Bernstein wrote, according to the report.

                    About SunEdison, Inc.

SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean
power generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.

On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017).  Martin H. Truong signed the petitions as
senior vice president, general counsel and secretary.

The Debtors disclosed total assets of $20.71 billion and total
debts of $16.14 billion as of Sept. 30, 2015.

The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors
and Prime Clerk LLC as claims and noticing agent.  The Debtors
employed PricewaterhouseCoopers LLP as financial advisors; and
KPMG
LLP as their auditor and tax consultant.

An official committee of unsecured creditors has been appointed in
the case.  The committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.


SUNEDISON INC: NRG Energy Wins Auction for Wind, Solar Projects
---------------------------------------------------------------
The American Bankruptcy Institute, citing Reuters, reported that
Houston-based NRG Energy has won the auction for bankrupt renewable
power plant developer SunEdison's wind and solar projects in Texas
and other states with a $144 million bid.

According to the report, the sale is one of several that SunEdison,
once the fastest-growing U.S. renewable energy company, is holding
since filing for Chapter 11 bankruptcy protection in April after an
unsuccessful debt-backed acquisition drive.

Judge Stuart Bernstein in Manhattan will hold a hearing to approve
the NRG bid, the report said, citing a court filing by SunEdison.

                    About SunEdison, Inc.

SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean power
generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.

On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017).  Martin H. Truong signed the petitions as
senior vice president, general counsel and secretary.

The Debtors disclosed total assets of $20.71 billion and total
debts of $16.14 billion as of Sept. 30, 2015.

The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent.  The Debtors employed
PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as
their auditor and tax consultant.

An official committee of unsecured creditors has been appointed in
the case.  The committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.


SWORDS GROUP: Has Until Nov. 1 to Use Simmons Bank Cash Collateral
------------------------------------------------------------------
Judge Marian F. Harrison authorized Swords Group, LLC to use cash
collateral on an interim basis, until Nov. 1, 2016.

The Debtor is indebted to Simmons Bank, f/k/a First State Bank in
the amount of $3,438,992, plus interest as it continues to accrue
and attorney's fees and expenses, as of May 26, 2016.  Simmons Bank
has a security interest in the Debtor's real property, the
improvements thereon, and the rents and profits derived therefrom.

The real property is located in:

     (1) 704 Briskin Lane, Lebanon, Wilson County, Tennessee;

     (2) 207 Hartmann Drive, Lebanon, Wilson County, Tennessee;

     (3) 492 Industrial Drive, Mt. Juliet, Wilson County,
Tennessee; and

     (4) 1720 Pleasant Grove Road, Westmoreland, Sumner County,
Tennessee.

The Real Property includes 4 commercial warehouses that the Debtor
leases to third parties, and collects rents from on a monthly
basis.

Simmons Bank was granted a lien on all post-petition Rents
previously received and to be derived from the Real Property.

The Debtor was directed to pay Simmons Bank:

     (a) $15,000, on or before September 7, 2016; and

     (b) $7,500, on or before October 7, 2016.

The Debtor was directed to file a Disclosure Statement and Plan no
later than September 12, 2016.

A hearing on the Debtor's Motion is scheduled on November 1, 2016
at 9:00 a.m.

A full-text copy of the Interim Order, dated September 7, 2016, is
available at https://is.gd/V0arDp

Simmons Bank is represented by:

          Walter N. Winchester, Esq.
          WINCHESTER, SELLERS, FOSTER & STEELE, P.C.
          P.O. Box 2428
          Knoxville, TN 37901-2428
          Telephone: (865) 637-1980
          E-mail: wwinchester@wsfs-law.com

                     - and -

          David M. Smythe, Esq.
          SMYTHE, HUFF & HAYDEN, PC
          144 2nd Avenue North, Ste. 333
          Nashville, TN 37201
          Telephone: (615) 255-4849
          E-mail: dsmythe@smythehuff.com

                            About Swords Group

Swords Group, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Tenn. Case No. 16-03837) on May 26,
2016.  The petition was signed by Jerry Swords, president.  

The Debtor is represented by Griffin S. Dunham, Esq., at Dunham
Hildebrand, PLLC.  The case is assigned to Judge Marian F.
Harrison.

At the time of the filing, the Debtor estimated its assets and
liabilities at $1 million to $10 million.



TECHPRECISION CORP: Schedules Annual Meeting for Dec. 8
-------------------------------------------------------
TechPrecision Corporation plans to hold an annual meeting of
stockholders of the Company on Dec. 8, 2016.

In order to be considered at the annual meeting, any and all
stockholder proposals must be received at the principal executive
offices of the Company, 1 Bella Drive, Westminster, MA 01473, c/o
the Corporate Secretary, on or before the close of business on
Thursday, Sept. 29, 2016, and must be in compliance with the
procedures regarding stockholder proposals set forth in the
Company's bylaws.

The Notice of Annual Meeting and Proxy Statement describing the
business to be conducted at the annual meeting will be filed with
the Securities and Exchange Commission after our Board of Directors
has had the opportunity to review any stockholder proposals it may
receive.

                        About TechPrecision

TechPrecision Corporation (OTC BB: TPCSE), through its wholly owned
subsidiaries, Ranor, Inc., and Wuxi Critical Mechanical Components
Co., Ltd., globally manufactures large-scale, metal fabricated and
machined precision components and equipment.

TechPrecision reported net income of $1.35 million on $16.9 million
of net sales for the year ended March 31, 2016, compared to a net
loss of $3.58 million on $18.2 million of net sales for the year
ended March 31, 2015.

As of June 30, 2016, Techprecision had $11.99 million in total
assets, $9.81 million in total liabilities and $2.18 million in
total stockholders' equity.


TENNECO INC: Fitch Affirms 'BB+' LT Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) for Tenneco Inc. (TEN) at 'BB+'. In addition, Fitch has
affirmed TEN's secured revolving credit facility and secured Term
Loan A ratings at 'BBB-/RR1' and TEN's senior unsecured notes
rating at 'BB+/RR4'. The Rating Outlook is Stable. TEN's ratings
apply to a $1.2 billion secured revolving credit facility, a $278
million secured Term Loan A and $725 million in senior unsecured
notes.

KEY RATING DRIVERS

TEN's ratings continue to be supported by the company's market
position as a top global supplier of emission control and vehicle
suspension components, with a strong presence in both the original
equipment and aftermarket segments. Fitch expects demand for TEN's
Clean Air products to remain strong over the intermediate term as
global emissions requirements for light vehicles continue to
tighten. In addition, more restrictive global regulations governing
commercial truck and off-highway vehicle emissions is leading to
enhanced growth opportunities and higher profitability as the
larger engines in these vehicles require more emissions-related
content. New technologies in the company's Ride Performance
division, including increased production of electronic suspension
systems, will also contribute to revenue and profitability growth,
although Fitch expects emissions control products to be a larger
contributor to TEN's sales growth over the intermediate term. Fitch
expects intermediate term growth in profitability and FCF will
provide the company with continued financial flexibility.

Primary risks to the company's credit profile include industry
cyclicality, volatile raw material costs and variability in fuel
prices. Cyclical risk is mitigated somewhat by the increasing
diversification of the company's book of business and its improving
cost structure, as well as the ever-tightening global emissions
regulations, which will drive growth in the market for emission
control products independent of global economic conditions. Also
mitigating risk and supporting near-term liquidity is a lack of
material debt maturities until 2019. Volatile fuel prices present a
risk because the company's content on smaller and more fuel
efficient vehicles tends to be less profitable. As with other auto
suppliers, TEN seeks to minimize the effect of volatility in raw
material prices by passing along a substantial portion of the
change in its material costs to its original equipment customers.
In addition, reflecting the strengthening of its balance sheet in
recent years, the company has indicated the potential for
opportunities that would enhance its business through acquisitions,
which could run the risk of at least a temporary increase in
leverage.

Another notable risk is the potential for an adverse outcome in the
ongoing antitrust investigation of TEN being conducted by the
European Commission (EC) and the U.S. Department of Justice (DOJ).
Details of the investigation, the potential timing of any
resolution and the ultimate exposure to TEN are currently unknown,
but the DOJ's willingness in 2014 to grant the company conditional
leniency through the Antitrust Division's Corporate Leniency Policy
is encouraging. The Leniency Policy limits TEN's exposure as long
as the company self- reports matters to the DOJ and continues to
cooperate with the DOJ's investigation. Nonetheless, a particularly
adverse outcome from the investigation by either the EC or the DOJ
could lead to a negative rating action.

Fitch expects the higher margins generated by TEN's commercial and
off-highway business to combine with improvements in the company's
cost structure to support further margin growth over the
intermediate term. Fitch's calculated EBITDA margin was 9.2% in
latest-12-months (LTM) ended June 30, 2016, but excluding substrate
sales, which are primarily related to precious metals used in
emission control systems and are largely passed through to the
company's customers with little mark-up, the EBITDA margin would
have been a relatively strong 12.1% for the period. In the LTM
ended June 30, 2016, substrate pass-through revenue totaled $2.0
billion, or 24%, of the company's $8.4 billion in total revenue.
Since larger engines require more substrates in their emissions
control systems, substrate pass-through revenue is likely to
increase as a percentage of the company's overall revenue over the
intermediate term. This likely will result in some margin dilution
that could mask some of the increased profitability associated with
emissions control products for larger engines.

Fitch expects TEN to produce positive FCF over the intermediate
term, with FCF margins generally running in the low-single digit
range. Fitch expects capital spending as a percentage of revenue to
run at about 3.5% over the intermediate term, which is generally in
line with historical levels. FCF in the LTM ended June 30, 2016,
was $185 million, equal to a 2.2% FCF margin. Fitch's FCF
calculation excludes the effect of period-to-period changes in
off-balance sheet factored receivables, which Fitch treats as a
change in financing cash flows. Fitch expects TEN's FCF margin to
run in the low-1% range for the full year 2016, down from 1.7% in
2015, as a result of higher capital spending and increased cash
taxes. Capital spending is expected to be elevated in 2016 as a
result of a specific customer program on an accelerated development
schedule. Fitch expects TEN's value-added FCF margin, excluding
estimated substrate sales, to be closer to 1.5x in 2016, and rising
to the low-2x range over the intermediate term.

Fitch expects TEN's EBITDA leverage, including off-balance sheet
factoring, to decline over the next several years, likely to the
mid-1x range, as EBITDA grows on higher business levels. Fitch
expects lease-adjusted EBITDAR leverage to run near 2x over the
intermediate term, while funds from operations (FFO) adjusted
leverage is likely to run closer to 3x. Fitch expects total debt
levels to remain roughly flat over the intermediate term at about
$1.5 billion. As of June 30, 2016, TEN's actual EBITDA leverage
(debt/Fitch-calculated LTM EBITDA) was 2.1x, lease adjusted EBITDAR
leverage was 2.5x and FFO adjusted leverage was 2.8x. However, the
June 30, 2016 figures were somewhat elevated, as the company still
had $175 million of its notes due 2020 outstanding. Those notes
were redeemed in July 2016. Fitch expects EBITDA leverage to
decline to the high-1x range and lease-adjusted EBITDAR leverage to
decline to the low-2x range by year end 2016. Fitch expects FFO
adjusted leverage to remain near 3x at year end 2016.

Fitch expects TEN's liquidity to remain adequate over the
intermediate term. At June 30, 2016, TEN had $311 million in
unrestricted cash and cash equivalents, but nearly all of this was
located outside the U.S. However, Fitch expects the company will
continue to repatriate cash from outside the U.S. at a level
sufficient to cover most of its U.S. cash needs that are not
covered by cash generated in the U.S. In addition to its cash, TEN
had $1.1 billion in availability on its $1.2 billion secured
revolver, after accounting for $107 million in outstanding
borrowings.

Fitch expects TEN's FFO fixed charge coverage to run in the high-4x
to low-5x range over the intermediate term as a result of increased
FFO on higher business levels and increased profitability. Actual
FFO fixed charge coverage at June 30, 2016 was 5.1x. Fitch expects
EBITDA interest coverage (LTM EBITDA/gross interest expense) to
also increase as a function of higher EBITDA. As of June 30, 2016,
TEN's actual EBITDA interest coverage was 9.3x, and Fitch expects
it could rise into the low-teens over the next couple of years.

TEN's pension plans remain adequately funded. At year-end 2015, the
company's U.S. plans were 73% funded, with an unfunded status of
$114 million. TEN's non-U.S. plans were 84% funded, with an
unfunded status of only $68 million. TEN contributed $9 million to
its U.S. plans and $16 million to its non-U.S. plans in2015. The
company contributed $8 million to its global plans in the first
half of 2016, and it expects to have about $36 million in required
contributions over the remainder of the year. The required
contributions in the second half of 2016 will include contributions
related to a buyout offered to certain active and retired
employees. Fitch views the funded status and required contributions
related to TEN's plans to be manageable, given the company's
liquidity and FCF prospects.

TEN's secured revolver and secured Term Loan A both have a recovery
rating of 'RR1' and are rated one-notch above the company's
Long-Term IDR, reflecting their substantial collateral coverage,
which includes virtually all of the company's U.S. assets and up to
66% of the stock of its first-tier foreign subsidiaries. Based on
Fitch's recovery rating criteria, 'BBB-' is the highest issue
rating that may be assigned to an issuer with an IDR of 'BB+' or
lower. Fitch has assigned a recovery rating of 'RR4' to TEN's
senior unsecured notes, reflecting Fitch's expectations for an
average recovery in a distressed scenario.

KEY ASSUMPTIONS

   -- U.S. light vehicle sales run in the low- to mid-17 million
      range in 2016 and global sales rise in the low-single digit
      range;

   -- After 2016, U.S. industry sales plateau at around 17
      million, while global sales continue to rise modestly in the

      low-single digit range;

   -- Debt, including off-balance sheet securitizations, remains
      steady around $1.5 billion over the next several years;

   -- Capital spending is elevated in 2016 due to a specific new
      customer program on an accelerated development schedule, and

      beyond 2016 capital spending runs at about 3.5% of revenue;

   -- The company keeps between $250 million and $300 million in
      consolidated cash on hand, with any excess cash used for
      acquisitions or share repurchases;

   -- The company completes its $350 million share repurchase
      program by year-end 2017.

RATING SENSITIVITIES

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

   -- An Increase in TEN's value-added free cash flow margin to
      about 3% on a consistent basis;

   -- A decline in FFO adjusted leverage to 2.5x or lower;

   -- An increase in FFO fixed charge coverage to 5x or higher.

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

   -- A severe decline in global vehicle production that leads to
      reduced demand for TEN's products;

   -- A decline in TEN's value-added free cash flow margin to
      below 1% for an extended period;

   -- An increase in FFO adjusted leverage to 4x or higher;

   -- A decline in FFO fixed charge coverage to 3x or lower;

   -- An adverse outcome from the antitrust investigation that
      lead to a significant decline in liquidity or an increase in

      leverage.

Fitch has affirmed the following ratings with a Stable Rating
Outlook:

   Tenneco Inc.

   -- Long-Term IDR at 'BB+';

   -- Secured revolving credit facility at 'BBB-/RR1';

   -- Secured Term Loan A rating at 'BBB-/RR1';

   -- Senior unsecured notes rating at 'BB+/RR4'.


TRANS-LUX CORP: Has $750,000 Credit Agreement with BFI Capital
--------------------------------------------------------------
Trans-Lux Corporation entered into a credit agreement with BFI
Capital Fund II, LLC, on Sept. 8, 2016, pursuant to which the
Company can borrow up to $750,000 from the Lender at an interest
rate of 10% per annum, according to a Form 8-K filed with the
Securities and Exchange Commission.  

To date, the Company has borrowed $300,000 under the Credit
Agreement.  The maturity date of the loan is March 1, 2017.  Under
the Credit Agreement, the Company granted the Lender a security
interest in accounts receivable, materials and intangibles relating
to a certain purchase order for equipment issued in July 2016.

In connection with the Credit Agreement, the Company and its
wholly-owned subsidiaries Trans-Lux Display Corporation, Trans-Lux
Midwest Corporation and Trans-Lux Energy Corporation, as borrowers,
entered into a First Amendment to Credit and Security Agreement,
dated as of Sept. 8, 2016, with SCM Specialty Finance Opportunities
Fund, L.P. as lender, to provide for certain amendments to that
certain Credit and Security Agreement with SCM, dated July 12,
2016, to allow for the Company's entry into the Credit Agreement
with Lender and the security interest granted to Lender thereunder.
The Company, Lender and SCM also entered into a Mutual Lien
Intercreditor Agreement, dated as of Sept. 8, 2016, setting forth
SCM's senior lien position to all collateral of the Company, except
for the purchase order securing the Credit Agreement, and the
rights of each of SCM and Lender with respect to the collateral of
the Company.

                    About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

Trans-Lux Corporation reported a net loss of $1.74 million on
$23.56 million of total revenues for the year ended Dec. 31, 2015,
compared to a net loss of $4.62 million on $24.35 million of total
revenues for the year ended Dec. 31, 2014.

As of March 31, 2016, Trans-Lux had $12.15 million in total assets,
$13.29 million in total liabilities and a total stockholders'
deficit of $1.13 million.

Marcum LLP, in Hartford, CT, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2015, noting that the Company has suffered recurring losses
from operations and has a significant working capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.  Further, the Company is in default of the indenture
agreements governing its outstanding 9 1/2% subordinated debentures
which were due in 2012 and its 8 1/4% limited convertible senior
subordinated notes which were due in 2012 so that the trustees or
holders of 25% of the outstanding Debentures and Notes have the
right to demand payment immediately.  Additionally, the Company has
a significant amount due to their pension plan over the next 12
months.


TRAVELPORT WORLDWIDE: Okays Prepayment of $50-Mil. Term Loans
-------------------------------------------------------------
The Board of Directors of Travelport Worldwide Limited approved on
Sept. 6, 2016, a voluntary prepayment of $50 million of term loans
outstanding under the Credit Agreement, dated as of Sept. 2, 2014,
and as amended to date, among Travelport Limited, Travelport
Finance (Luxembourg) S.a.r.l., the Guarantors, Deutsche Bank AG New
York Branch, as Administrative Agent, Collateral Agent and L/C
Issuer, and each lender.  That prepayment under the Credit
Agreement will be made by the Company before the completion of the
quarter ending Sept. 30, 2016, as disclosed in a regulatory filing
with the Securities and Exchange Commission.

                  About Travelport Worldwide

Travelport Worldwide Limited is a travel commerce platform
providing distribution, technology, payment and other solutions for
the global travel and tourism industry.

As of June 30, 2016, Travelport had $2.90 billion in total assets,
$3.22 billion in total liabilities, and a total deficit of $324
million.

                        *     *     *

As reported by the TCR on March 8, 2016, Standard & Poor's Ratings
Services raised to 'B+' from 'B' its long-term corporate credit
rating on U.K.-based travel services provider Travelport Worldwide
Ltd.  The outlook is stable.


TREND COMPANIES: Can Use First Financial Bank Cash Collateral
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky
authorized The Trend Companies of Kentucky, Inc. d/b/a The Trend
Appliance Company to use First Financial Bank, N.A.'s cash
collateral on an interim basis.

The Debtor is indebted to First Financial Bank pursuant to two
promissory notes, in the amounts of $63,097.88 and $116,886.37.
First Financial Bank has security interests in essentially all
assets of the Debtor, including Accounts, Equipment, Inventory and
other Goods, Documents of Title, General Intangibles, Investment
property, and other collateral.

First Financial Bank was granted a post-petition claim against the
Debtor's esate.  First Financial Bank was also granted a
replacement lien upon the pre-petition collateral and all
post-petition proceeds of the pre-petition collateral, and the
post-petition collateral and all proceeds thereof, to the same
extent, validity and priority as its pre-petition security
interest.

The Debtor was directed to make monthly payments to First Financial
Bank, in the amount of $200 for the first Promissory Note, and $600
for the second Promissory Note, beginning on April 15, 2016 and
continuing until a Final Order is entered or until an Order of
Confirmation is entered by the Court.

The Debtor was authorized to pay its counsel and accountant for any
Court-approved fees and expenses, in an amount not to exceed
$35,000.

A final hearing on the Debtor's use of cash collateral is scheduled
on September 27, 2016.
A full-text copy of the Interim Order, dated September 9, 2016, is
available at https://is.gd/Mccpla

First Financial Bank, N.A. is represented by:

          Jeffrey M. Hendricks, Esq.
          GRAYDON HEAD
          1900 Fifth Third Center
          511 Walnut Street
          Cincinnati, OH 45202
          Telephone: (513) 629-2786
               
            About The Trend Companies of Kentucky, Inc.
               d/b/a The Trend Appliance Company

The Trend Companies of Kentucky, Inc., filed a Chapter 11 petition
(Bankr. W.D. Ky. Case No.16-30258), on Feb. 3, 2016. The case is
assigned to Hon. Alan C. Stout. The petition was signed by Joseph
Dumstorf, president.

The Debtor is represented by Neil Charles Bordy, Esq., at Seiller
Waterman LLC.  At the time of filing, the Debtor had $500,000 to $1
million in estimated assets and $1 million to $10 million in
estimated liabilities.


TRIANGLE USA: Gibson, Young Conaway No Longer Represents Franklin
-----------------------------------------------------------------
Gibson, Dunn & Crutcher LLP and Young Conaway Stargatt & Taylor,
LLP, filed with the U.S. Bankruptcy Court for the District of
Delaware submit a supplemental verified statement pursuant to Rule
2019 of the Federal Rules of Bankruptcy Procedure stating that it
no longer represents Franklin Advisers, Inc., in the Chapter 11
cases of Triangle USA Petroleum Corporation, et al.

On July 25, 2016, Gibson Dunn and Young Conaway filed a verified
statement pursuant to Federal Rule of Bankruptcy Procedure 2019.
In the First Verified Statement, Gibson Dunn and Young Conaway
disclosed its representation of Chambers Energy Capital, Eaton
Vance Management, Franklin Advisers, Inc., J.P. Morgan Securities
LLC (with respect to only its Credit Trading group), Prudential
Financial, Inc., Shenkman Capital Management, Inc. (on behalf of
certain advisory accounts in its capacity as Investment Manager),
and Southeastern Asset Management, Inc., in these Chapter 11
cases.

In accordance with Bankruptcy Rule 2019, Gibson Dunn and Young
Conaway supplement the First Verified Statement to disclose that it
no longer represents Franklin Advisers in these Chapter 11 cases.
An updated list of the names and addresses of, and the nature and
amount of all disclosable economic interests held by, certain
holders of the Debtors' 6.75% Senior Notes due 2022 in relation to
the Debtors as of the date hereof, which reflects the removal of
Franklin Advisers, is available at https://is.gd/zYTLvT

Gibson Dunn and Young Conaway can be reached at:

     Sean M. Beach, Esq.
     Andrew L. Magaziner, Esq.
     YOUNG CONAWAY STARGATT & TAYLOR, LLP
     Rodney Square
     1000 North King Street
     Wilmington, Delaware 19801
     Tel: (302) 571-6600
     Fax: (302) 571-1253
     E-mail: sbeach@ycst.com
             amagaziner@ycst.com

          -- and --

     Matthew J. Williams, Esq.
     Shira D. Weiner, Esq.
     GIBSON, DUNN & CRUTCHER LLP
     200 Park Avenue
     New York, New York 10166-0193
     Tel: (212) 351-4000
     Fax: (212) 351-4035
     E-mail: mjwilliams@gibsondunn.com
             sweiner@gibsondunn.com

                        About Triangle USA

Triangle USA Petroleum Corporation is an independent exploration
and production company with a strategic focus on developing the
Bakken Shale and Three Forks formations in the Williston Basin of
North Dakota and Montana.  TUSA is a wholly owned subsidiary of
Triangle Petroleum Corporation (NYSE MKT: TPLM).  Neither TPLM nor
its affiliated company, RockPile Energy Services, LLC, is included
in TUSA's Chapter 11 filing.

Triangle USA Petroleum Corporation and its affiliates filed
voluntary petitions under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Lead Case No. 16-11566) on June 29, 2016.  The
cases are pending before the Honorable Mary F. Walrath.

The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP
as counsel, AP Services, LLC, as financial advisor, PJT Partners
Inc. as investment banker and Prime Clerk LLC as claims & noticing
agent.

In its petition, TUSA estimated assets in the range of $500
million to $1 billion and liabilities of up to $1 billion.


TUSCANY ENERGY: Has Until Nov. 9 to Solicit Acceptances to Plan
---------------------------------------------------------------
Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern
District of Florida extended Tuscany Energy, LLC's exclusive period
to solicit acceptances for its plan of reorganization through
November 9, 2016.

The Debtor previously sought the extension of its exclusive period
to solicit acceptances of its plan of reorganization contending
that prior to seeking approval of the Disclosure Statement and
soliciting acceptances of the Plan, the Debtor was still attempting
to resolve issues relating to Armstrong Bank, the Debtor's largest
secured creditor.  The Debtor further contended that the parties
initially attended a judicial settlement conference in Oklahoma
before Judge Cornish on June 28, 2016.

The Debtor told the Court that in order to permit Armstrong Bank to
obtain and review information relating to the Debtor's oil wells,
the parties continued their settlement conference, which is
scheduled for September 27, 2016.  The hearing on the Disclosure
Statement is scheduled for November 2, 2016.

                 About Tuscany Energy, LLC.

Tuscany Energy LLC filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 16-10398) on Jan. 11, 2016, estimating
its assets at between $100,000 and $500,000 and its liabilities at
between $1 million and $10 million.  The petition was signed by
Donald Sider, manager.

Judge Erik P. Kimball presides over the case.

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



UNITED AIRLINES: Fitch Retains 'BB-' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings assigns the following expected ratings to United
Airlines' (UAL; rated 'BB-'/Outlook Positive) proposed Pass-Through
Trusts Series 2016-2:

   -- $636,512,000 class AA certificates due in October 2028
      'AA(EXP)';

   -- $283,081,000 class A certificates due in October 2028
      'A(EXP)'.

The ratings on both classes of certificates are primarily driven by
a top-down analysis incorporating a series of stress tests which
simulate the rejection and repossession of the aircraft in a severe
aviation downturn. The 'AA' level rating is supported by a high
level of overcollateralization (OC) and high-quality collateral
supporting Fitch's expectations that senior tranche holders should
receive full principal recovery prior to default even in a severe
stress scenario. Likewise, the 'A' rating on the subordinated
certificates is supported by OC sufficient for the tranche to pass
Fitch's 'A' level stress scenario. The ratings are also supported
by the inclusion of 18-month liquidity facilities,
cross-collateralization/cross-default features and the legal
protection afforded by Section 1110 of the U.S. Bankruptcy Code.
The structural features increase the likelihood that the
certificates could avoid default even if United were to file
bankruptcy and subsequently reject the aircraft.

The initial 'AA' tranche loan to value (LTV), as cited in the
prospectus, is 38.7%, and Fitch's maximum stress case LTV (the
primary driver for the 'AA' tranche rating) through the life of the
transaction is 82.3%. This level of OC provides a significant
amount of protection for the senior tranche holders.

The initial 'A' tranche LTV, as cited in the prospectus, is 55.8%,
and Fitch's maximum stress case LTV through the life of the
transaction is 89.5%, using our 'A' category stress scenario.

Transaction Overview

UAL plans to raise $919,593,000 in an EETC transaction to fund 13
new aircraft that are expected to be delivered between December
2016 and June 2017.

The 'AA' tranche will be sized at $636,512,000 with a 12-year tenor
and a weighted average life of 9.1 years.

The subordinate 'A' tranche will be sized at $283,081,000 and will
also feature a 12-year tenor and a weighted average life of 9.1
years.

Collateral Pool: The transaction will be secured by a perfected
first-priority security interest in 13 new delivery aircraft
including seven Boeing 777-300ERs, two 787-9s, three 737-900ERs and
a 737-800. “Fitch considers all four aircraft types to be tier 1
collateral, though we view the 777-300ER and 737-900ER as weaker
tier 1 assets. All four types are considered strategically
important to UAL's fleet.” Fitch said.

Liquidity Facility: The class AA and class A certificates benefit
from dedicated 18-month liquidity facilities which will be provided
by Commonwealth Bank of Australia acting through its New York
branch (rated 'AA-'/'F1+'/Stable Outlook).

Cross-default & Cross-collateralization Provisions: Each note will
be fully cross-collateralized and all indentures will be fully
cross-defaulted from day one, which Fitch believes will limit UAL's
ability to 'cherry-pick' aircraft in a potential restructuring.

Pre-funded Deal: Proceeds from the transaction will be used to
pre-fund deliveries expected to be completed by June of 2017.
Accordingly, proceeds will initially be held in escrow by Natixis
('A/F1'/ Stable Outlook), the designated depositary, until the
aircraft are delivered.

Fitch notes that this transaction features a 35-day replacement
window in the event that the liquidity facility provider or
depositary should become ineligible. This is inconsistent with
Fitch's counterparty criteria which generally stipulate a maximum
30-day replacement period. However, Fitch does not consider the
longer replacement window to be material given that the additional
time period is not significant. The transaction also features a
downgrade threshold of 'BBB+' for the 'AA' tranche liquidity
facility provider, whereas Fitch's counterparty criteria generally
stipulate a minimum threshold of 'A-'. This is discussed in more
detail below.

KEY RATING DRIVERS

Stress Case: The ratings for both classes of certificates are
primarily based on collateral coverage in a stress scenario. The
analysis uses a top-down approach assuming a rejection of the
entire pool in a severe global aviation downturn. The scenarios
incorporate a full draw on the liquidity facility, and an assumed
repossession/remarketing cost of 5% of the total portfolio value.
Fitch then applies significant haircuts to the collateral value.

The 787-9s and the 737-800s in this pool receive a 40% haircut in
Fitch's 'AA' stress scenario and a 20% haircut in the 'A' stress
scenario, representing the low end of Fitch's stress ranges, and
reflect the firm's view of these models as top-quality aircraft.
The 737-900ERs receive a more severe haircut of 45% in the 'AA'
scenario and 25% in the 'A' scenario, which incorporates the
737-900ER's limited user base, which could translate into a more
difficult remarketing process if the aircraft had to be repossessed
and sold. The 777-300ER received a 45% haircut in the 'AA' scenario
and a 30% haircut in the 'A' scenario.

These assumptions produce a maximum stress LTV of 82.3% for the
class AA certificates using Fitch's 'AA' category scenario and a
maximum LTV of 89.5% for the class A certificates using an 'A'
level stress scenario. These outcomes support a high likelihood
that both classes of certificates should receive full recovery with
a significant amount of headroom, even in a harsh downside
scenario. The highest stress LTVs are experienced early in the life
of the transaction and are expected to decline gradually as the
deal amortizes.

High Collateral Quality: The quality of the collateral pool
underlying the transaction is considered solid.

777-300ER (71% of collateral pool value per Fitch's valuations):
Fitch considers the 777-300ER to be a high-quality tier 1 aircraft,
but arguably weaker than other tier 1's such as the 737-800 or
787-9. The 777-300ER is the best-selling aircraft of its size with
a diverse base of global operators and limited competition. With an
average age of five years, the 777-300ER fleet is still a
relatively young aircraft, though Boeing is preparing to launch its
replacement, the 777x, in the early 2020 timeframe.

Asset values for 777s have come under some scrutiny over the past
year or so as some older 777-200s have been sold for well below
what market observers would have expected. Fitch said, “However,
we note that value pressures have primarily centered on older
vintage 777s with Rolls Royce engines, while the demand for newer
models has remained intact. According to the Ascend database there
is currently only one 777-300ER listed as 'in storage' - meaning
that there is essentially no immediate availability for this
aircraft type.”

Fitch notes that there is some concern over the high number of
777-300ERs scheduled to come off of their existing leases in coming
years. Ascend lists 58 777-300ERs with lease expiries between now
and 2023, 32 of which are from one user, Emirates. It is unclear
whether a material number of lease expiries will pressure asset
values over the intermediate term. Boeing also faces a gap between
the end of its production run for the current 777 and the beginning
of production of the 777x. The company still needs to sell a number
of the current generation 777s to bridge production to the new
model, which could lead to discounting that would pressure existing
asset values. As such, Boeing recently cut its production rate on
the 777 from 8.3/month to 7/month and is likely to cut production
to 5.5/month over the transition period. Fitch's concerns are
mitigated by the significant amount of overcollateralization
included in this transaction. Fitch estimates that the senior
tranche should continue to pass our 'AA' level stress test even if
depreciation rates materially outpace our initial expectations.

787-9 (17%): Fitch considers the 787 Dreamliner to be a
high-quality tier one aircraft. Despite technical issues early in
the life of the smaller 787-8, backlogs for the aircraft family
remain strong and delivery slots are scarce, which would support
strong re-sale values if any of these planes were to come on the
market. For that reason, Fitch applies the low end of its tier 1
stress range to the 787-9. The -9 variant has built up a sizeable
backlog of 435 aircraft as of August 2016. Carrying 250 passengers
in a standard arrangement, the 787-9 acts as a bridge in Boeing's
product line between the 787-8 (typical capacity 224 passengers),
and the 777-200ER (300 passengers). In addition, the 787-9 is
capable of a similar range as the 777-200ER, but at an improved
fuel burn rate.

737-900ER (9%): Fitch views the 900ER as a low tier 1/high tier 2
aircraft due to its attractive operating economics which make it an
ideal replacement for older narrowbodies. However, the aircraft has
a somewhat limited user base concentrated among a few large
carriers. Lion Air and United operate nearly 50% of the fleet while
the top four users (Lion, United, Delta and Alaska) operate some
75% of the 900ERs in service. The limited user base may make resale
more difficult if the aircraft were to have to be repossessed or
re-leased.

737-800 (3%): Fitch views the 737-800s as one of the most popular
narrowbody aircraft currently in operation, and classifies it as
top-quality tier 1 due to its market depth and desirability among
approximately 185 global operators. The 737-800 is one of the
world's most widely used aircraft and most attractive narrowbodies
to finance.

Affirmation Factor: Fitch considers the Affirmation Factor (i.e.
the likelihood that UAL would affirm these aircraft in the event of
a bankruptcy) for the aircraft in this portfolio to be high, as all
are considered strategically important for UAL. The 777-300ERs,
which make up the largest portion of the collateral, are a key
element of UAL's widebody fleet. UAL placed the order for these
777s in 2015, with the goal of replacing older aircraft and
modernizing its fleet. United currently operates 20 747s, and as
those aircraft leave the fleet, the 777-300ER will represent UAL's
premier large widebody aircraft. Importantly, United will operate a
fleet of only 14 777-300ERs in total, seven of which are included
in this transaction. Along with the 787-9s, the UAL 2016-2
collateral pool will be around 5% of UAL's widebody fleet, making
it unlikely that the company would reject these aircraft in the
event of a bankruptcy.

The 787s are a meaningful addition to the fleet, allowing UAL to
serve city pairs that were not previously accessible with older
767s. In addition, the 787 features significantly lower costs,
including 20% lower fuel consumption, and 30% lower airframe
maintenance costs, compared to similarly sized aircraft.

The 737-900ER comprises 18% of UAL's mainline fleet, making this
one of the key aircraft in its lineup. The new deliveries will
largely be used to replace older 757-200s as they are taken out of
the fleet. The range of the 900ER makes it an ideal plane for
longer distance domestic routes, while incorporating significantly
lower trip costs than the less fuel efficient 757-200. United still
operates 77 757s between the -200 and -300 model, which are much
more likely to be rejected in a bankruptcy scenario compared to the
-900ERs in this portfolio.

The 737-800 is also one of United's workhorse aircraft. The company
operates 134 of them, with 737-800s serving each of United's hubs.
UAL is one of the largest operators of the aircraft today, ranking
just behind the likes of Southwest and American Airlines, which
illustrates the importance of the 737 to United's fleet.

The fact that this transaction consists entirely of brand-new
deliveries and has a low total expected cost of funding also makes
it unlikely that the aircraft would be rejected in a distress
situation.

KEY ASSUMPTIONS

Ratings for this transaction are driven by a harsh downside
scenario in which United declares bankruptcy, chooses to reject the
collateral aircraft, and where the aircraft are remarketed in the
midst of a severe slump in aircraft values. Specific assumptions
regarding value stress rates, etc. are covered elsewhere in this
press release.

RATING SENSITIVITIES

Both the AA and A tranche ratings are primarily based on a top-down
analysis based on the value of the collateral. Therefore, a
negative rating action could be driven by an unexpected decline in
collateral values. Potential risks for the 777-300ER include
potential impacts from the entry of the 777x, which is scheduled to
enter into service in 2020, and from the potential for discounting
as Boeing looks to fill its production gap. Current generation 737s
(both the 800 and 900ER) could be affected by the entry of the MAX.
Senior tranche ratings could also be affected by a perceived change
in the affirmation factor or deterioration in the underlying
airline credit. The 'AA' tranche may also be downgraded to below
the 'AA' category if United's IDR were downgraded to 'B-' or below,
as stipulated in Fitch's EETC criteria. Fitch currently rates
United at 'BB-'/Outlook Positive.

Variation from Criteria:

Fitch looks to its Counterparty Criteria for Structured Finance
dated Sept 1, 2016 for guidance on rating requirements for direct
counterparties including liquidity facility providers. Criteria
stipulate that in cases where the senior-most tranche of rated debt
is rated in the 'AA' category, the liquidity provider should
maintain an Issuer Default Rating (IDR) of at least 'A-'. Note that
the transaction documents that govern this EETC stipulate a
downgrade threshold for the 'AA' tranche liquidity facility
provider of 'BBB+', representing a variation from Fitch's criteria.


The variation recognizes that this aspect of the counterparty
criteria does not directly apply to EETC ratings. In particular,
Fitch's EETC criteria stipulate that in order to maintain a senior
tranche rating in the 'AA' rating category, the underlying airline
must be rated at least 'B'.

However, if the liquidity facility were to be drawn due to
non-payment of interest, the airline would be rated below the 'B'
rating level. Thus, the ratings on the senior tranche would have
already been downgraded below the 'AA' category, at which point,
the threshold rating of 'A-' stipulated in our counterparty
criteria is not applicable.

FULL LIST OF RATING ACTIONS

Fitch has assigned the following ratings:

   United Airlines 2016-2 pass-through trust:

   -- Series 2016-2 class AA certificates 'AA (EXP)';

   -- Series 2016-2 class A certificates 'A (EXP)'.

Fitch currently rates United as follows:

   United Continental Holdings, Inc.

   -- IDR 'BB-';

   -- Senior unsecured rating 'BB-/RR4'.

   United Airlines, Inc.

   -- IDR 'BB-';

   -- Secured bank credit facility 'BB+/RR1'.




VACATION FUN: Case Summary & 13 Unsecured Creditors
---------------------------------------------------
Debtor: Vacation Fun, LLC
        907 West Broadway
        Anaheim, CA 92805

Case No.: 16-13841

Chapter 11 Petition Date: September 13, 2016

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Hon. Catherine E. Bauer

Debtor's Counsel: Michael Avanesian, Esq.
                  AVANESIAN LAW FIRM
                  801 N. Brand Blvd., Suite #1130
                  Tel: Glendale, CA 91203
                  Tel: 818-276-2477
                  Fax: 818-208-4550
                  E-mail: michael@avanesianlaw.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Stephanie Mendoza, manager.

A copy of the Debtor's list of 13 unsecured creditors is available
for free at http://bankrupt.com/misc/cacb16-13841.pdf


VERTEX ENERGY: Recurring Losses Raises Going Concern Doubt
----------------------------------------------------------
Vertex Energy, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $84,087 on $24.43 million of revenues for the three months ended
June 30, 2016, compared to a net loss of $445,195 on $49.12 million
of revenues for the same period in 2015.

As of June 30, 2016, the Company had $87.37 million in total
assets, $26.75 million in total liabilities, $7.76 million in
series B preferred shares, $13.59 million series B-1 preferred
shares and a total stockholders' equity of $39.27 million.

During the year ended December 31, 2014, events of default occurred
under the Company's Credit Agreement with Goldman Sachs Bank USA,
which were subsequently waived by Goldman Sachs Bank USA pursuant
to amendments to the Credit Agreement.  Operating losses in 2014,
2015 and continuing into the year-to-date second quarter of 2016
have inhibited the Company's ability to generate sufficient cash
flows to meet its operating needs.  Although the Company did
generate minimal net income in the second quarter of 2016, these
circumstances raise substantial doubt about the Company's ability
to continue as a going concern.

A full-text copy of the company's quarterly report is available for
free at:

                     https://is.gd/T4tVTG

Vertex Energy, Inc., (NASDAQ: VTNR) is an environmental services
company that recycles industrial waste streams and
off-specification commercial chemical products.  The Company
focuses on recycling used motor oil and other petroleum
by-products.  The Company's segments include the Black Oil,
Refining and Marketing, and Recovery divisions.  This environmental
services company is based in Houston with offices in Georgia and
Illinois.



WESCO AIRCRAFT: Moody's Affirms B1 CFR & Changes Outlook to Pos.
----------------------------------------------------------------
Moody's Investor's Service affirmed its ratings for Wesco Aircraft
Hardware Corp. including the company's B1 Corporate Family Rating
(CFR) and its B2-PD Probability of Default rating.  A B1 rating has
been assigned to Wesco's new senior secured credit facilities
comprised of a 5-year $200 million revolver and a 5-year $400
million Term Loan A.  Wesco plans to utilize the proceeds to
refinance its existing revolving and Term Loan A facilities that
mature in 2017 and Moody's expects to withdraw the ratings on these
facilities upon close of the transaction.  The rating outlook has
been changed to positive from stable.

                        RATINGS RATIONALE

The positive outlook reflects expectations that Wesco will continue
to generate relatively robust levels of free cash flow and that
these internally generated funds will be used to pay down existing
indebtedness.  This prioritization of debt reduction coupled with
modest earnings growth is expected to result in an improving credit
profile with Debt-to-EBITDA projected to be below 4.0x by the end
of FY 2017 and increasing levels of financial flexibility over the
next 12 to 18 months.

The B1 CFR recognizes Wesco's position as a leading distributor to
the aerospace industry, the company's well-established global
distribution network, and a relatively robust cash flow profile.
Wesco's leverage remains elevated (Moody's adjusted Debt-to-EBITDA
of 4.7x as of June 2016) and constrains financial flexibility.
Moody's anticipates meaningful deleveraging over the next 24 months
driven by a capital allocation policy that prioritizes free cash
flow for debt reduction until Debt-to-EBITDA (as defined by the
company) is reduced to the 3.0x range as Wesco strives to improve
its financial flexibility.  Wesco has paid down about $125 million
of debt over the last 12 months.  This on-going focus on reducing
debt coupled with modest earnings growth will result in a gradual
improvement in credit metrics with Moody's adjusted Debt-to-EBITDA
likely to be below 4.0x by the end of FY 2017.

Moody's expects favorable fundamentals for commercial aerospace
build rates as well as company efforts to expand maintenance,
repair and overhaul (MRO) sales and cross-sell Haas chemical
products to support modest top-line growth (in the low
single-digits).  Profitability metrics continue to trail
expectations after the Haas acquisition of early 2014 although
efforts to grow margins though SG&A reductions and operational
improvements appear achievable and should support EBITDA margins
approaching 14% over the next few years (LTM June '16 EBITDA
margins are about 12.5%). Variable working capital investment
needs, a fundamental dependence on cyclical aerospace demand
levels, and a heavy reliance on a concentrated group of OEM
customers present credit risks.  Moody's also believes the
company's position as a distributor that does not have product
manufacturing capabilities leaves Wesco vulnerable to
disintermediation risk as evidenced by several sizable
customer/contract losses over the last 18 months. Long-standing
customer relationships and on-site inventory management services
that increase integration with customers only partially mitigate
this risk.

The positive rating outlook reflects the generally favorable
outlook for commercial aerospace end markets and Moody's
expectations of a continued focus on debt reduction which should
reduce leverage and improve Wesco's credit profile over the next 4
to 6 quarters.

The B1 credit facility ratings reflect a one-notch downward
override from the Ba3 LGD model implied outcome.  Because the
credit facilities are the only debt instruments in the capital
structure, Moody's believes a rating in line with the CFR is more
appropriate as accounts payable may not provide a meaningful loss
absorption cushion in a default scenario.

The ratings could be upgraded if Wesco were to reduce leverage such
that Moody's adjusted Debt-to-EBITDA was expected to be sustained
below 4.0x.  Any upgrade would be predicated on improved
operational performance as well as Wesco maintaining a good
liquidity profile with expectations of FCF-to-Debt consistently in
the high single-digits coupled with substantial availability under
the revolving facility.

The ratings could be downgraded if Debt-to-EBITDA is expected to be
sustained above 5.5x.  A weakening of Wesco's free cash flow or
operating margins and/or an unanticipated decline in commercial and
military aircraft production levels could also result in a
downgrade.  The rating could be downgraded if the liquidity profile
weakens including if a breach of financial covenants appears
likely.

Wesco Aircraft Hardware Corp., headquartered in Valencia, CA, is a
wholly-owned subsidiary of NYSE-listed Wesco Aircraft Holdings
Inc., a leading distributor and provider of supply chain management
services to the global aerospace industry.  Wesco's services range
from traditional distribution to the management of supplier
relationships, quality assurance, kitting, just-in-time delivery
and point-of-use inventory management.  Wesco offers more than
575,000 active SKUs including chemical, electrical and C-class
hardware.  Revenues for the twelve months ended June 2016 were
approximately $1.5 billion.

Issuer: Wesco Aircraft Hardware Corp.

Ratings affirmed:

  Corporate Family Rating, affirmed at B1
  Probability of Default Rating, affirmed at B2-PD
  Speculative Grade Liquidity Rating, Affirmed SGL-2
  $200 million senior secured revolving credit facility due 2017,
   affirmed at B1 (LGD3)
  $401 million (outstanding) senior secured term loan A due 2017,
   affirmed at B1 (LGD3)
  $475 million (outstanding) senior secured term loan B due 2021,
   affirmed at B1 (LGD3)

Ratings assigned:

  $200 million senior secured revolving credit facility due 2021,
   assigned B1 (LGD3)
  $400 million senior secured term loan A due 2021, assigned B1
   (LGD3)

Rating Outlook changed to Positive from Stable

The principal methodology used in these ratings was Global
Aerospace and Defense Industry published in April 2014.


WESCO AIRCRAFT: S&P Assigns 'B+' Rating on $600MM Credit Facility
-----------------------------------------------------------------
S&P Global Ratings said that it has assigned its 'B+' issue-level
rating and '3' recovery rating to Wesco Aircraft Holdings Inc.'s
proposed $600 million credit facility, which will be issued by its
subsidiary Wesco Aircraft Hardware Corp.  The facility comprises a
$200 million revolving credit facility due 2021 and a $400 million
term loan A due 2021.  The '3' recovery rating reflects S&P's
expectation for meaningful (50%-70%; lower half of the range)
recovery in the event of a payment default.

At the same time, S&P affirmed its 'B+' corporate credit rating on
Wesco.  The outlook remains positive.

"The affirmation reflects the slightly positive impact that the
proposed refinancing will have on Wesco's interest expense and that
the more gradual step downs of the leverage covenant in the new
facility--along with continued revenue and earnings growth--should
allow the company to improve its liquidity over the next year,"
said S&P Global credit analyst Tennille Lopez.  Wesco's
revenue and earnings were recently affected by the loss of a large
commercial hardware contract, which ended in 2015, and various
impairment and restructuring charges.  Over the next two years, S&P
expects that the company's credit metrics will improve as it wins
new contracts and renews its existing ones.  In addition, Wesco's
cost structure should also improve as management increasingly
focuses on cost savings and efficiency initiatives. However, the
pace of this improvement is still somewhat slower than S&P had
previously expected.  S&P anticipates that the company's funds from
operations (FFO)-to-debt ratio will be 15%-20% and its operating
cash flow (OCF)-to-debt ratio will be 12%-16% in fiscal year 2017.

The positive outlook on Wesco reflects S&P's expectation that the
company's new credit facility will somewhat reduce its interest
expense and that the more gradual step downs in the facility's
leverage covenant will allow it to improve its liquidity.  Although
S&P still expects that the company's covenant cushion will increase
to more than 15%, there remains some uncertainty over how quickly
this improvement will materialize as Wesco's earnings have recently
been below S&P's expectations.

S&P could raise its ratings on Wesco if increased earnings or debt
reduction causes the company's covenant cushion to increase to at
least 15%.  S&P could also raise its ratings on the company if its
EBITDA margins improve such that its FFO-to-debt and OCF-to-debt
ratios both increase to at least 15% on a sustained basis.

S&P could revise its outlook on Wesco to stable if the company is
unable to reduce its costs and increase its earnings as S&P
expects, or if a lower-than-expected level of debt repayment causes
its covenant headroom to remain below 15%.


WHISTLER ENERGY II: Wants Nov. 21 Plan Filing Period Extension
--------------------------------------------------------------
Whistler Energy II, LLC asks the U.S. Bankruptcy Court for the
Eastern District of Louisiana to extend its exclusive periods to
file a Plan and solicit acceptances to the Plan, to November 21,
2016 and January 20, 2017, respectively.

The Debtor's exclusive period to file a Plan currently ends on
September 22, 2016.

The Debtor relates that it has been in negotiations with Apollo
Global Management, LLC, Commerce Oil LLC, and the Official
Committee of Unsecured Creditors regarding a consensual plan.  The
Debtor further relates that since August 5, 2016, the parties have
been in plan discussions, exchanging several rounds with respect to
a draft plan term sheet.  

The Debtor contends that while there has been significant progress
made with respect to a plan, there has not been sufficient time to
finalize such plan negotiations.  It further contends that for most
of the summer, the Debtors and the other parties have been
distracted with the issues related to Nabors.  The Debtor says that
during the same time period, the Official Committee of Unsecured
Creditors served the Debtor and other parties-in-interest with
extensive discovery requests and took various 2004 examinations.
The Debtor further says that a significant amount of time preparing
for, as well as responding to, such discovery requests, was spent
which resulted in the Official Committee of Unsecured Creditors
filing a complaint against various parties on August 12, 2016.

The Debtor tells the Court that extending the exclusive periods
will keep the parties focused on negotiating one plan rather than
staking out their respective litigation positions for a battle over
competing plans and other issues.  The Debtor further tells the
Court that keeping the parties focused on negotiating one plan will
also increase the prospect of filing a viable plan in the
Bankruptcy Case and avoid an unnecessary drain on estate
resources.

               About Whistler Energy II, LLC.

Romfor Supply Company, Adriatic Marine, L.L.C., Hydra Ops, LLC,
Scientific Drilling, and Patterson Services, Inc., filed an
involuntary Chapter 11 petition against alleged debtor, Houston,
Texas-based Whistler Energy II, LLC (Bankr. E.D. La. Case No.
16-10661) on March 24, 2016.  Judge Jerry A. Brown presides over
the case.  The Petitioners are represented by Stewart F. Peck,
Esq., in New Orleans, Louisiana.



WISPER II: Court Extends Exclusive Plan Filing Period to Oct. 27
----------------------------------------------------------------
Judge Jimmy L. Croom of the U.S. Bankruptcy Court for the Western
District of Tennessee extended Wisper II, LLC's exclusive periods
to file a plan of reorganization and solicit acceptances to the
plan, to October 27, 2016 and December 26, 2016, respectively.

The Debtor previously sought the extension of its exclusive periods
to file a plan of reorganization and disclosure statement,
contending that while it had filed its plan of reorganization and
disclosure statement on July 27, 2016, it anticipates that it may
be necessary to litigate the allowance of the claim of GTP
Structures I, LLC, in connection with the confirmation of the
Debtor's plan.  The Debtor believed that it was necessary to extend
the confirmation process beyond the 60-day period for any claim
objections would have an impact on the confirmation of its plan and
to pursue further negotiations with creditors.

                    About Wisper II, LLC.

Wisper II, LLC, filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Tenn. Case No. 16-10594) on March 29, 2016.  The petition was
signed by Thomas P. Farrell, general manager.

The Debtor is a Tennessee limited liability company which is in the
business of providing wireless internet access service to customers
in a large area of West Tennessee.  Its principal place of business
is at 1378 N. Cavalier Drive, Alamo, Tennessee 38001.  

The Debtor's principal assets consist of its customer accounts,
leasehold interests relating to tower leases and ownership of
towers, and equipment related to providing wireless internet
service.

The Debtor is the successor to a Tennessee Limited Liability
Company Wisper, LLC, formed on Sept. 21, 2009.  It filed for
Chapter 11 bankruptcy protection in 2013.  On Jan. 27, 2014, the
Court confirmed a Plan of Reorganization filed by certain
creditors.  Pursuant to the confirmed Plan, Wisper II was formed
and certain unsecured creditors converted all or part of their
unsecured claims into membership interests in Wisper II.  Wisper II
started its operations on Feb 5, 2014.

The Debtor is represented by Michael P. Coury, Esq., at Glankler
Brown PLLC.  The case is assigned to Judge Jimmy L. Croom.

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

No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Wisper II, LLC.



WPCS INTERNATIONAL: Posts $557,200 Net Income for July 31 Quarter
-----------------------------------------------------------------
WPCS International Incorporation filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income attributable to the Company's common shareholders of
$557,181 on $3.41 million of revenue for the three months ended
July 31, 2016, compared to a net loss attributable to the Company's
common shareholders of $4.18 million on $4.46 million of revenue
for the three months ended July 31, 2015.

As of July 31, 2016, WPCS International had $7.15 million in total
assets, $4.34 million in total liabilities and $2.80 million in
total stockholders' equity.

As of July 31, 2016, the Company had working capital of
approximately $2,590,000, which consisted of current assets of
approximately $6,829,000 and current liabilities of approximately
$4,239,000.  This compares to working capital of approximately
$2,061,000 at April 30, 2016.  The current liabilities as presented
in the balance sheet at July 31, 2016, primarily include
approximately $2,276,000 of accounts payable and accrued expenses
and approximately $1,901,000 of billings in excess of costs and
estimated earnings on uncompleted contracts.

The Company's cash and cash equivalents balance at July 31, 2016,
was approximately $1,940,000.

"The Company's future plans and growth are dependent on its ability
to increase revenues and continue its business development efforts
surrounding its contract award backlog.  If the Company continues
to incur losses and revenues do not generate from the backlog as
expected, the Company may need to raise additional capital to
expand its business and continue as a going concern.

"The Company currently anticipates that its current cash position
will be sufficient to meet its working capital requirements to
continue its sales and marketing efforts for at least 12 months
from the filing date of this report.  If in the future the
Company's plans or assumptions change or prove to be inaccurate,
the Company may need to raise additional funds through public or
private debt or equity offerings, financings, corporate
collaborations, or other means.  The Company may also be required
to reduce operating expenditures or investments in its
infrastructure," the report stated.

The Company's quarterly report on Form 10-Q is available from the
SEC website at https://is.gd/gdsbFN

               About WPCS International Incorporated

WPCS -- http://www.wpcs.com/-- operates in two business segments
including: (1) providing communications infrastructure contracting
services to the public services, healthcare, energy and corporate
enterprise markets worldwide; and (2) developing a Bitcoin trading
platform.

WPCS International reported a net loss attributable to common
shareholders of $8.27 million on $14.6 million of revenue for the
year ended April 30, 2016, compared to a net loss attributable to
common shareholders of $11.32 million on $24.41 million of revenue
for the year ended April 30, 2015.


[*] Default Outlook Benign in 2017, Moody's Says
------------------------------------------------
Moody's trailing 12-month global speculative-grade default rate
closed at 4.8% in August, unchanged from the prior month, the
rating agency says in its latest global default monitor.  Moody's
expects the 2016 default rate to peak at 5.0% in November before
easing off to 3.6% a year from now.

"Our benign default outlook is consistent with relatively low
high-yield spreads," noted Sharon Ou, a Moody's Vice President and
Senior Credit Officer.  "The default rate will likely remain under
control as long as accommodating credit markets continue to provide
sufficient liquidity for speculative-grade companies to refinance
their debt as needed."

Even so, commodity sectors will continue to remain under stress in
the coming year, Moody's says.  In the US, the metals and mining
sector is likely to have the highest default rate, followed by the
oil and gas sector.  Low oil prices will continue to create cash
flow problems for oil and gas companies, and their access to
sources of funding will remain somewhat limited.  In Europe, where
fewer commodities companies are in deep distress, Moody's expects
the most troubled sector to be media-focused: advertising, printing
and publishing.

In August, only seven Moody's-rated companies defaulted, the lowest
monthly count since January 2016.  The oil and gas sector was the
largest contributor, with three oil and gas companies defaulting.
The largest defaults last month were California Resources Corp.,
DFC Finance Corp., and Toys 'R' US, Inc., which all completed
distressed exchanges, considered a type of default by Moody's.

Moody's expects the default rate to be at 6.2% for the US by the
year-end, before easing to 4.5% twelve months down the road.  In
Europe, the rate is expected to come in at 1.7% in December, rising
to 2.5% in August next year.


[*] FTI Restructuring Segment Bags TMA Turnaround of the Year Award
-------------------------------------------------------------------
FTI Consulting, Inc., the global business advisory firm dedicated
to helping organizations protect and enhance their enterprise
value, on Sept. 14, 2016, disclosed that its Corporate Finance &
Restructuring segment received the Turnaround Management
Association's Mega Company Turnaround of the Year Award for its
role in the Chapter 11 reorganization of automotive supplier
Chassix Holdings, Inc.  

Chassix produces and sells aluminum and iron castings and machining
solutions to the automobile manufacturers, generating more than
$1.4 billion in annual revenue.  In late 2014, the company faced an
over-leveraged balance sheet and a liquidity shortage compounded by
a production crisis at one of its large facilities.

FTI Consulting was engaged to lead a team on performance
improvements, benchmarking and implementing working capital
initiatives for the company.  FTI Consulting was then named the
interim chief financial officer in January 2015 to lead the company
through its restructuring process.

The FTI Consulting team assisted in the negotiations for the
long-term solution with various stakeholders, including the
sponsors, customers and lenders and their legal and financial
advisors.  This resulted in a pre-arranged Plan of Reorganization
that included long-term commercial agreements with the major
customers, secure employment for the vast majority of the
workforce, a conversion of nearly $550 million of debt to equity,
an infusion of capital from the new shareholders and a
significantly deleveraged capital structure.  With guidance from
the FTI Consulting team, the company filed for bankruptcy
protection in March 2015 and emerged at the end of July 2015 with a
sustainable business model and brighter future.

"This project had intricate commercial, legal, operational and
financial considerations that required an integrated solution,
which considered all constituents," said Michael Eisenband, Global
Co-Leader of the Corporate Finance & Restructuring segment at FTI
Consulting.  "Our turnaround and industry experts handle the most
complex global restructurings, and this award exemplifies their
hard work and dedication to our clients."

This award is the latest recognition for FTI Consulting's work on
the Chassix engagement.  Global M&A Network named the matter the
Pre-Packaged Restructuring of the Year at its Turnaround Atlas
Awards in May 2016, while M&A Advisor awarded it the Chapter 11
Reorganization of the Year (Over $500 million) at its Turnaround
Awards in December 2015.

The Corporate Finance & Restructuring segment, a trusted partner to
companies, boards of directors, investors, lenders and creditors
around the world, is focused on delivering restructuring and
business transformation solutions.  Professionals address the full
spectrum of financial, operational and transactional risks and
opportunities.  Among the core strengths is providing expertise in
guiding companies through the value creation lifecycle.  Targeted
offerings include restructuring, insolvency, litigation support,
interim management, capital market advisory, post-acquisition
integration, valuation, tax advisory as well as financial
management and performance improvement solutions. Industry
expertise includes emphasis in the energy, healthcare, real estate,
retail and consumer products, and telecommunications, media and
technology sectors.

                     About FTI Consulting

FTI Consulting, Inc. -- http://www.fticonsulting.com/-- is a
global business advisory firm dedicated to helping organizations
protect and enhance enterprise value in an increasingly complex
legal, regulatory and economic environment.  With more than 4,600
employees located in 28 countries, FTI Consulting professionals
work closely with clients to anticipate, illuminate and overcome
complex business challenges in areas such as investigations,
litigation, mergers and acquisitions, regulatory issues, reputation
management, strategic communications and restructuring.  The
Company generated $1.78 billion in revenues during fiscal year
2015.  


[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re William Patrick Cune and Sallie Ann Cune
   Bankr. W.D.N.C. Case No. 16-31409
      Chapter 11 Petition filed August 26, 2016
         represented by: Richard S. Wright, Esq.
                         MOON WRIGHT & HOUSTON, PLLC
                         E-mail: rwright@mwhattorneys.com

In re CMM NY, LLC
   Bankr. S.D.N.Y. Case No. 16-12513
      Chapter 11 Petition filed August 30, 2016
         See http://bankrupt.com/misc/nysb16-12513.pdf
         Filed Pro Se

In re Jason Whiting and Andrea Whiting
   Bankr. D. Colo. Case No. 16-18660
      Chapter 11 Petition filed August 31, 2016
         represented by: Aaron A Garber, Esq.
                         E-mail: Aaron@bandglawoffice.com

In re Albert Michael Rossini
   Bankr. N.D. Ill. Case No. 16-27918
      Chapter 11 Petition filed August 31, 2016
         Filed Pro Se

In re Grady Enterprises LLC
   Bankr. D. Md. 16-21679
      Chapter 11 Petition filed August 31, 2016
         See http://bankrupt.com/misc/mdb16-21679.pdf
         represented by: L. Jeanette Rice, Esq.
                         WALSH, BECKER, WOOD & RICE
                         E-mail: riceesq@att.net

In re South Polling, LLC
   Bankr. D. Md. Case No. 16-21695
      Chapter 11 Petition filed August 31, 2016
         See http://bankrupt.com/misc/mdb16-21695.pdf
         represented by: Christopher Hamlin, Esq.
                         MCNAMEE HOSEA
                         E-mail: chamlin@mhlawyers.com

In re Ryan DeVerna
   Bankr. E.D.N.C. Case No. 16-04535
      Chapter 11 Petition filed August 31, 2016
         represented by: Douglas Q. Wickham, Esq.
                         HATCH, LITTLE & BUNN, LLP
                         E-mail: dqwickham@hatchlittlebunn.com

In re Richard Dee Rausch and Karen Beth Rausch
   Bankr. S.D. Ohio Case No. 16-55719
      Chapter 11 Petition filed August 31, 2016
         represented by: Amy Elizabeth Gullifer, Esq.
                         CANNIZZARO, BRIDGES, JILLISKY & STRENG
                         E-mail: bkadmin@cfbjs.com

In re Security Global Solutions, Inc.
   Bankr. D.P.R. Case No. 16-06970
      Chapter 11 Petition filed August 31, 2016
         See http://bankrupt.com/misc/prb16-06970.pdf
         represented by: Nilda M. Gonzalez Cordero, Esq.
                         GONZALEZ CORDERO LAW OFFICES
                         E-mail: ngonzalezc@ngclawpr.com

In re Frank Torres Rodriguez and Ingrid S Silva Rodriguez
   Bankr. D.P.R. Case No. 16-
      Chapter 11 Petition filed August 31, 2016
         represented by: Alexis Fuentes Hernandez, Esq.
                         FUENTES LAW OFFICES, LLC
                         E-mail: alex@fuentes-law.com

In re James Anthony O'Neill
   Bankr. D.S.D. Case No. 16-50238
      Chapter 11 Petition filed August 31, 2016
         represented by: Laura L. Kulm Ask, Esq.
                         GERRY & KULM ASK, PROF. LLC
                         E-mail: ask@sgsllc.com

In re Burkeen Trucking Company Inc.
   Bankr. W.D. Tenn. Case No. 16-11822
      Chapter 11 Petition filed August 31, 2016
         See http://bankrupt.com/misc/tnwb16-11822.pdf
         represented by: Thomas Harold Strawn, Jr., Esq.
                         STRAWN & EDWARDS, PLLC
                         E-mail: tstrawn42@bellsouth.net

In re Robert Glenn Snow
   Bankr. N.D. Tex. Case No. 16-43293
      Chapter 11 Petition filed August 31, 2016
         represented by: Mark Joseph Petrocchi, Esq.
                         GRIFFITH, JAY & MICHEL, LLP
                         E-mail: mpetrocchi@lawgjm.com

In re Christopher Mark Cook
   Bankr. N.D. Tex. Case No. 16-34294
      Chapter 11 Petition filed August 31, 2016
         represented by: Leonard H. Simon, Esq.
                         PENDERGRAFT & SIMON, LLP
                         E-mail: lsimon@pendergraftsimon.com

In re Karon Fay Richard
   Bankr. W.D. Va. Case No. 16-50842
      Chapter 11 Petition filed August 31, 2016
         represented by: Ann E. Schmitt, Esq.
                         CULBERT & SCHMITT
                         E-mail: aschmitt@culbert-schmitt.com


In re Gaillardia Brownstones I, LLC
   Bankr. E.D. Ark. Case No. 16-14640
      Chapter 11 Petition filed September 1, 2016
         See http://bankrupt.com/misc/areb16-14640.pdf
         Filed Pro Se

In re 8E Laundry, Inc.
   Bankr. D. Ariz. Case No. 16-10138
      Chapter 11 Petition filed September 1, 2016
         See http://bankrupt.com/misc/azb16-10138.pdf
         represented by: Thomas H. Allen, Esq.
                         ALLEN BARNES & JONES,PLC
                         E-mail: tallen@allenbarneslaw.com

In re Gas Consultants of Florida, LLC
   Bankr. S.D. Fla. Case No. 16-22198
      Chapter 11 Petition filed September 1, 2016
         See http://bankrupt.com/misc/flsb16-22198.pdf
         represented by: Mark S. Roher, Esq.
                         LAW OFFICE OF MARK S. ROHER, P.A.
                         E-mail: mroher@markroherlaw.com

In re Deborah Bennett Dahan
   Bankr. E.D. La. Case No. 16-12149
      Chapter 11 Petition filed September 1, 2016
         represented by: Edwin M. Shorty, Jr., Esq.
                         E-mail: EShorty@eshortylawoffice.com

In re Mariola Kielczewska
   Bankr. D.N.J. Case No. 16-26891
      Chapter 11 Petition filed September 1, 2016
         represented by: Batya G. Wernick, Esq.
                         E-mail: bgwlaw@verizon.net

In re Richard Lutz
   Bankr. D.N.J. Case No. 16-26969
      Chapter 11 Petition filed September 1, 2016
         represented by: Ellen M. McDowell, Esq.
                         MCDOWELL POSTERNOCK APELL & DETRICK, PC
                         E-mail: emcdowell@mpadlaw.com

In re Beverly Ann Carl
   Bankr. W.D. Pa. Case No. 16-23261
      Chapter 11 Petition filed September 1, 2016
         represented by: Edgardo D. Santillan, Esq.
                         SANTILLAN LAW FIRM, P.C.
                         E-mail: edscourt@debtlaw.com

In re Beaumont Electric, Inc.
   Bankr. E.D. Tex. Case No. 16-10418
      Chapter 11 Petition filed September 1, 2016
         See http://bankrupt.com/misc/txeb16-10418.pdf
         represented by: Frank J. Maida, Esq.
                         MAIDA LAW FIRM
                         E-mail: maidalawfirm@gt.rr.com

In re James Larry Bain
   Bankr. N.D. Ala. Case No. 16-41436
      Chapter 11 Petition filed September 2, 2016
         represented by: Tameria S. Driskill, Esq.
                         E-mail: tsdriskill@aol.com

In re Marco Duane Palmer and Elena Pavlovna Palmer
   Bankr. D. Ariz. Case No. 16-10206
      Chapter 11 Petition filed September 2, 2016
         represented by: Dennis J. Clancy, Esq.
                         RAVEN CLANCY & McDONAGH PC
                         E-mail: dclancy@ravlaw.com

In re Nxxlvl Group Corp
   Bankr. C.D. Cal. Case No. 16-21799
      Chapter 11 Petition filed September 2, 2016
         See http://bankrupt.com/misc/cacb16-21799.pdf
         represented by: Matthew Abbasi, Esq.
                         ABBASI LAW CORPORATION
                         E-mail: matthew@malawgroup.com

In re Paul's Liquor, Inc
   Bankr. D.D.C. Case No. 16-00453
      Chapter 11 Petition filed September 2, 2016
         See http://bankrupt.com/misc/dcb16-00453.pdf
         represented by: Richard L. Gilman, Esq.
                         GILMAN & EDWARDS, LLC
                         E-mail: goodlawyers@gilmanedwards.com

In re Church of Christ of Old National, Inc.
   Bankr. N.D. Ga. Case No. 16-65495
      Chapter 11 Petition filed September 2, 2016
         Filed Pro Se

In re Bethel Outreach Deliverance Ministries, Inc
   Bankr. N.D. Ga. Case No. 16-65530
      Chapter 11 Petition filed September 2, 2016
         represented by: Michael C. Jones, Esq.

In re Alexander Shcharansky
   Bankr. S.D. Iowa. Case No. 16-01761
      Chapter 11 Petition filed September 2, 2016
         represented by: Terry L Gibson, Esq.
                         E-mail: tgibson@2501grand.com

In re 104-18 131 St. Corp
   Bankr. E.D.N.Y. Case No. 16-43966
      Chapter 11 Petition filed September 2, 2016
         See http://bankrupt.com/misc/nyeb16-43966.pdf
         Filed Pro Se

In re Dorch Community Care Center LLC
   Bankr. D.S.C. Case No. 16-04486
      Chapter 11 Petition filed September 2, 2016
         See http://bankrupt.com/misc/scb16-04486.pdf
         represented by: J. Carolyn Stringer, Esq.
                         STRINGER LAW
                         Email: jcarolynstringer@sc.rr.com

In re Life Change "N" Ministries
   Bankr. W.D. Tenn. Case No. 16-28056
      Chapter 11 Petition filed September 2, 2016
         See http://bankrupt.com/misc/tnwb16-28056.pdf
         represented by: John Edward Dunlap, Esq.
                         LAW OFFICES OF JOHN E DUNLAP
                         E-mail: jdunlap00@gmail.com

In re DPTOPCO LLC
   Bankr. S.D. Tex. Case No. 16-34378
      Chapter 11 Petition filed September 2, 2016
         See http://bankrupt.com/misc/txsb16-34378.pdf
         represented by: Daniel C Keele, Esq.
                         KEELE & ASSOC
                         E-mail: dckeele@sbcglobal.net

In re William F. Furst
   Bankr. W.D. Tex. Case No. 16-51956
      Chapter 11 Petition filed September 2, 2016
         represented by: Dean William Greer, Esq.
                         E-mail: dwgreer@sbcglobal.net

In re Abraham Berookhim
   Bankr. C.D. Cal. Case No. 16-21836
      Chapter 11 Petition filed September 4, 2016
         represented by: Steven A Schwaber, Esq.
                         E-mail: schwaberlaw@sbcglobal.net

In re Antrel Florida Business, LLC
   Bankr. S.D. Fla. Case No. 16-22282
      Chapter 11 Petition filed September 4, 2016
         See http://bankrupt.com/misc/flsb16-22282.pdf
         represented by: Matis H Abarbanel, Esq.
                         LOAN LAWYERS, LLC
                         E-mail: rocky@fight13.com

In re Maria Carmen Loreto
   Bankr. S.D. Tex. Case No. 16-34446
      Chapter 11 Petition filed September 5, 2016
         represented by: Jesse Aguinaga, Esq.
                         AGUINAGA & ASSOCIATES
                         E-mail: jfa@aguinagaandassociates.com


                            *********

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.

TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.

                            *********

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 ***