TCR_Public/161026.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, October 26, 2016, Vol. 20, No. 299

                            Headlines

A.L. EASTMOND: Sale of Bronx Property for $3.6M Approved
ABEINSA HOLDING: Nationwide Mutual Wants Ch. 11 Examiner Appointed
ABEINSA HOLDINGS: Can Join Parent's Master Restructuring Plan
ACP-OFFENBACHERS: Case Summary & 20 Largest Unsecured Creditors
ACRISURE HOLDINGS: S&P Affirms 'B' CCR; Outlook Stable

ADM VENDING: NBT Bank Objects to Approval of Disclosures, Plan
AEROPOSTALE INC: Seeks Court Approval for Cash Collateral Use
AFFINITY HEALTH: PCO Reports on Blair Manor Facility Jeopardy
ALKERMES INC: Moody's Retains Ba3 CFR on ALKS-5461 Drug Trial
ALLEN PAUL FURRER: Plan Filing Deadline Is Nov. 30

ALLIED CONSOLIDATED: Hires Landmark as Real Estate Broker
ALLIED CONSOLIDATED: Taps Cincinnati Industrial as Auctioneer
ALSON ALSTON: JPMorgan Chase Opposes Plan Disclosures Approval
AMC ENTERTAINMENT: S&P Affirms 'B+' CCR, Off CreditWatch Negative
AMERICAN CASINO: S&P Hikes 1st Lien Credit Facility Rating to 'BB'

AMERICAN GILSONITE: Case Summary & 20 Largest Unsecured Creditors
AMERICAN GILSONITE: Files for Chapter 11 with Prepackaged Plan
AMERICAN NATIONAL: Allegiance Bank To Get $15K Per Month For 9 Yrs.
ANTERRA ENERGY: Extends CCAA Stay Order Until Jan. 20
ARMADA WATER: To Replace McKool Smith with Pillsbury Winthrop

ASSOCIATED THORACIC: Taps Aiken Schenk as Legal Counsel
ATNA RESOURCES: Disclosures OK'd; Plan Hearing on Nov. 29
AUSTIN HOTELS: Case Summary & 13 Unsecured Creditors
BAKKEN INCOME: Seeks to Hire Baker Donelson as Legal Counsel
BAKKEN INCOME: Seeks to Hire Brownstein Hyatt as Co-Counsel

BASIC ENERGY: Case Summary & 30 Largest Unsecured Creditors
BASIC ENERGY: Expects Chapter 11 Exit by End of 2016
BASIC ENERGY: Prepack Ch.11 to Cut Debt by $650+ Mil.
BASIC ENERGY: Terms of Joint Prepackaged Chapter 11 Plan
BASIC ENERGY: Terms of Proposed Backstop Agreement

BASIC ENERGY: Terms of Restructuring Support Agreement
BRAND ENERGY: S&P Revises Outlook to Stable & Affirms 'B' CCR
CAESARS ENTERTAINMENT: US Trustee Raises Concern Over $5-Bil. Deal
CARLBROOK SCHOOL: Panel Hires McDonnell Crowley as Counsel
CARMIKE CINEMAS: S&P Affirms 'B+' CCR, Off CreditWatch Neg.

CATARINA CONSTRUCTION: Wants Authorization to Use Cash Collateral
CESAR CHAVEZ SCHOOL: S&P Cuts Rating on 2011 Revenue Bonds to BB
CHANNEL TECHNOLOGIES: Blue Wolf DIP Loan Has Interim Approval
CHC GROUP: British Columbia Court Recognizes Chapter 11 Case
CHC GROUP: Court Allows Cash Collateral Use Until Nov. 3

CHICORA LIFE: UCF Seeks Appointment of Ch. 11 Trustee
CHIEFTAIN STEEL: Can Use United Cumberland Bank Cash Collateral
CITICARE INC: May Experience Cash Crisis, PCO 19th Report Says
CONNECT TRANSPORT: Seeks to Hire Dykema as Legal Counsel
CONNECT TRANSPORT: Seeks to Hire Steven List as CRO

CONNECT TRANSPORT: Taps Conner & Winters as Special Counsel
COSI INC: Can Continue Using Cash Collateral Until Oct. 31
COSI INC: Creditors Nudge Bidder to Increase Offer
CREATIVE FOODS: Has Until Nov. 15 to Use Ridgestone Bank Cash
CROFCHICK INC: Hearing on Disclosure Statement Set For Dec. 15

D.J. SIMMONS: Sale of Assets to Coleman Oil & Gas Approved
DAL PARTNERS: Taps Nikolaus & Hohenadel as Legal Counsel
DELIVERY AGENT: Ciardi, Williams Mullen Represent Red Star, et al.
DEREK SEE: Disclosures OK'd; Plan Confirmation Hearing on Dec. 7
DIAMOND TANK: Ritchie Bros. Objects to Plan Disclosures Approval

DONALD R. SWEAT: Unsecured Creditors To Recoup 10% in Five Years
DORAL DENTAL: Hearing on Plan Outline Approval Set For Nov. 23
DUFOUR PASTRY: Case Summary & 20 Largest Unsecured Creditors
ENERGY FUTURE: DIP Lenders Commit $75-Mil. in Term Loans
ENQUEST PLC: Chapter 15 Case Summary

EPIQ SYSTEMS: S&P Lowers CCR to 'B' Then Withdraws Rating
ESSENTIAL POWER: Moody's Assigns B1 Rating on New $75MM Revolver
ESSENTIAL POWER: S&P Affirms 'BB-' Rating on Sr. Secured Debt
FERROVIAL SA: Projects Lack Transparency, UNITE HERE Report Shows
FILIP TECHNOLOGIES: Aricent Offers to Buy Company Out of Bankruptcy

FILIP TECHNOLOGIES: Taps Bielli & Klauder as Co-Counsel
FILIP TECHNOLOGIES: Taps Moore & Van Allen as Lead Counsel
FISHHAWK DENTAL: Plan & Disclosure Statement Must Be Filed Jan. 3
FOUR WELLS: Seeks to Hire Western Reserve as Appraiser
FRANK CARDELLO: Unsecureds To Recover 1% Within 60 Mos.

FREMAK INDUSTRIES: Court Directs Appointment of Ch. 11 Examiner
FRONTIER HOTELS: Has Until Jan. 3 to File Disclosures & Plan
GENESEE & WYOMING: Moody's Affirms Ba2 CFR; Outlook Remains Stable
GENESEE & WYOMING: S&P Affirms 'BB' CCR; Outlook Negative
GOLFSMITH INT'L: Cassandra Porter Named Consumer Privacy Ombudsman

GOLFSMITH INT'L: Dick's Sporting Goods Wins Bankruptcy Auction
GR HOSPITALITY: Lakeland Opposes Further Repayment Delay
GRAND & PULASKI: Allowed to Use Cash Collateral Until Dec. 31
GULF PAVING: U.S. Trustee Unable to Appoint Committee
HIGH-TOP HOLDINGS: RREF Wants Ch. 11 Trustee Appointed

INDIANTOWN COGENERATION: S&P Affirms 'BB' Rating on $127.8MM Notes
INT'L SHIPHOLDING: Taps Akin Gump as Counsel
INT'L SHIPHOLDING: Taps Blackhill Partners as Advisor and Banker
INT'L SHIPHOLDING: Taps Prime Clerk as Administrative Advisor
INTERPARK INVESTORS: Can Continue Using Cash Through Dec. 17

JIMMY FUENTES FONSECA: Court Approves Disclosure Statement
KDA GROUP: Selling Clients to YPM To Fund Liquidating Plan
KEY ENERGY: Wins Approval of First Day Motions
LINN ENERGY: Bondholders Want Disclosure Statement OK by Dec. 9
LOWELL & SONS: Court Allows Cash Collateral Use on Interim Basis

LURA DEE KIRKLAND: Community Bank Opposes Plan Disclosures OK
MACELLERIA RESTAURANT: Sale of NYC Restaurant Assets Approved
MARTIN MIDSTREAM: S&P Lowers CCR to 'B', Outlook Stable
MERCHANTS BANKCARD: Ch. 11 Examiner Reports on the Debtor's Assets
MICHAEL BISHOP: Unsecureds To Get $20,000 Over 5 Yrs.

MPM SHERMAN: S&P Puts 'BB' Bonds Rating on CreditWatch Negative
MUSHROOM EXPRESS: Case Summary & 20 Largest Unsecured Creditors
NEW YORK LIGHT: Disclosures OK'd; Plan Hearing on Nov. 9
NINJA METRICS: Case Summary & 6 Unsecured Creditors
OSCAR ALBERTO MORETTI: Unsecureds To Be Paid $5,000 Under Plan

PALADIN ENERGY: MUFG Seeks Ch. 11 Trustee Appointment
PAWZA LLC: Names Ronald Little as Appraiser
PEABODY ENERGY: DIP Lenders Want Chapter 11 Plan Filed by Dec. 14
PEACH STATE: Case Summary & 20 Largest Unsecured Creditors
PETROHUNTER ENERGY: Files for Chapter 7 Liquidation

PETROQUEST ENERGY: S&P Hikes CCR to CCC on Completed Debt Exchange
PLATINUM PARTNERS: Hagens Berman Probing Conduct
PLEASANDALE COCKTAIL: Case Summary & 3 Unsecured Creditors
PNCH ASSOCIATES: Hearing on Plan Outline Set For Nov. 17
PRO RESOURCES I: Seeks Approval to Use MTF Cash Collateral

PUERTO RICO: Oversight Board Wants Lawsuits to Remain Frozen
PUSHMATAHA HOSPITAL: Wants Authority to Use Cash Collateral
RESTAURANT EL OBRERO: Disclosures Conditionally Approved
REVOLVE SOLAR: Can Get DIP Loan From Cornelius Frederick Moore
RMPC HABILITATIVE: Hearing on Plan Outline Set For Nov. 17

ROADHOUSE HOLDING: Frost, Ballard Represent Landlords
SANJEL CORP: OmniTRAX Logistics Buys Assets of Terracor Group
SEAN SUH'S: Has Plan to Pay Non-Insider Claims in Full
SIGA TECHNOLOGIES: Launches $35-Mil. Rights Offering
SIGA TECHNOLOGIES: Terms of Backstop Deal with ST, Nantahala et al

STARR PASS RESIDENTIAL: Seeks to Hire Real Estate Agent
STARZ ACQUISITION: U.S. Trustee Unable to Appoint Committee
STONE ENERGY: Stock Plunges as RSA Contemplates Bankruptcy
SUNEDISON INC: Creditors Seek to Undo Lenders' "Sweetheart Deal"
SUNEDISON INC: Faces Probe by Securities and Exchange Commission

SUNRISE LOGISTIC: Seeks to Hire Asset Reliance as Appraiser
TALBOT ENTERPRISES: Beau Talbot To Retain Equity Interests
TATOES LLC: Can Use Up to $750K in 2016 Cash Collateral
TELEXFREE LLC: Founder Pleads Guilty to Fraud Charges
TEMPE HOLDCO: Moody's Assigns Ba3 CFR; Outlook Stable

TJB AIR CONDITIONING: Unsec. Creditors to Be Paid 100% in 5 Years
VERENGO INC: Hires Bayard as Bankruptcy Counsel
VERENGO INC: Hires Sherwood Partners as Financial Advisors
VERENGO INC: Hires SSG Advisors as Investment Banker
WALL STREET SYSTEMS: Moody's Affirms B2 CFR; Outlook Remains Neg

WARREN RESOURCES: Board Appoints Gregory Fox as SVP Operations
WARREN RESOURCES: Closes $150-Mil. Term Loan with Wilmington Trust
WEST BELL: Case Summary & Unsecured Creditor
ZOHAR CDO 2003: Lynn Tilton Loses Bid to Delay Asset Sale
[*] Manolete Wins Insolvency Litigation Funder of the Year Award


                            *********

A.L. EASTMOND: Sale of Bronx Property for $3.6M Approved
--------------------------------------------------------
Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York authorized A.L. Eastmond & Sons, Inc., and its
affiliates to sell Easco Boiler Corp.'s property located at 1225
Randall Avenue, Bronx, New York, to 1225 Randall Avenue, LLC, for
$3,575,000.

The sale is free and clear of all liens, claims and/or interests.

An auction was held on Oct. 18, 2016.

Except with respect to liabilities expressly assumed in the Sale
Agreement, the Purchaser will not have any liability or other
obligation of Easco Boiler arising under or related to the
property.

Simultaneous with the closing, Easco Boiler will remit the proceeds
of the sale transaction (i) in full satisfaction of secured claims
against the Property that are senior to the Secured Lender's Claim
(exact amounts to be determined as of closing), including all real
estate taxes due and payable and real estate tax liens on the
Property (ii) in satisfaction of recording fees and service charges
to the title company; (iii) to the Broker (Keen-Summit Capital
Partners, LLC and Keller Williams Realty NYC Group ("KW") in the
amount of 3% to Keen and 3% to KW, as previously approved by the
Court, without the need for Keen and/or KW to file any further fee
applications; (iv) to Easco Boiler's professionals, on a pro rata
basis, in payment of allowed outstanding administrative claims for
professional fees, solely to the extent approved by the Court and
up to $350,000; and (v) in the remaining amount to the Secured
Lender in full release of the Secured Lender's Liens, Claims and
Interests against the property.

Pursuant to Section 4 of the Sale Agreement, the closing of the
sale will occur not more than 15 days after entry of the Order,
which has not been stayed or appealed, but in no event later than
45 days from the date of execution of the Sale Agreement, subject
to a 5 day grace period.  In the event of any inconsistency between
the Bid Procedures and the Order, the Order will control.

Pursuant to Section 3.2 of the Sale Agreement, Easco Boiler's time
to obtain entry of the Order will be and is extended upon consent
of the Purchaser from Oct. 19, 2016 to and including Oct. 27,
2016.

The automatic stay provisions of section 362 of the Bankruptcy Code
are lifted and modified to the extent necessary to implement the
terms and conditions of the Sale Agreement and the provisions of
the Order.

                    About A.L. Eastmond & Sons

A.L. Eastmond & Sons, Inc., Easco Boiler Corp. and Eastmond & Sons
Boiler Repair & Welding Service, Inc., filed Chapter 11 bankruptcy
petitions (Bankr. S.D.N.Y. Lead Case No. 15-13214) on Dec. 1,
2015.

The petitions were signed by Arlington Leon Eastmond, Jr., as
president.  The Debtors have engaged Klestadt Winters Jureller
Southard & Stevens, LLP as counsel.  The Debtors listed total
assets of $34.59 million and total liabilities of $40.79 million.
Judge Sean H. Lane has been assigned the case.

The Debtors have provided products and services in over 15,000
locations throughout the tristate area and beyond, including
Yankee Stadium, the Trump Towers, Kings County Supreme Court, New
York Botanical Garden/Bronx Zoo, Queens County Civil Court, North
Shore University, Detroit School District, the Garfield Park Field
House in Chicago, Illinois, and the National Geographic Building
in
Washington, D.C., to name a few.


ABEINSA HOLDING: Nationwide Mutual Wants Ch. 11 Examiner Appointed
------------------------------------------------------------------
Nationwide Mutual Insurance Company, a creditor of Abeinsa Holding,
Inc., and its debtor affiliates, asks the U.S. Bankruptcy Court for
the District of Delaware to enter an order appointing a Chapter 11
Examiner, or otherwise, appoint a Chapter 11 Trustee for the
Debtor.

According to Nationwide, the Debtors' bankruptcy cases involve the
Debtors' proposed plan that substantively consolidates certain
debtor entities, seeks to impose terms from a Spanish Master
Restructuring Agreement (MRA) involving classification of claims
and treatment of creditors in a manner not recognized or generally
allowed in Chapter 11 cases, and involves entities that have
engaged in numerous inter-company transfers and entities that have
transferred substantial assets to non-debtor companies, which
assets are being pledged to creditors and lenders of the Spanish
parent company.

A number of creditors in the Chapter 11 cases, as well as the
Official Committee of Unsecured Creditors filed objections to the
MRA Motion of the Debtor, arguing, among other things, that the MRA
Motion seeks approval of a sub rosa plan and bargains away the
Debtors' fiduciary duties.

Nationwide Mutual asserts that the appointment of a Chapter 11
Examiner may alleviate the uncertainty faced by the Creditors
arising out from the Debtors efforts to impose the restructuring
terms of the MRA into the Chapter 11 plans.  Moreover, the
potential conflicts for the Committee arising out of classification
of claims, substantive consolidation, inter-company transfers,
creditors having recourse against different entities, and creditors
who may already be parties to the MRA can also be mitigated through
the appointment of an examiner, Nationwide Mutual further asserts.

Nationwide Mutual is represented by:

         Thomas J. Francella, Jr., Esq.
         WHITEFORD TAYLOR & PRESTON LLC
         The Renaissance Centre
         405 North King Street, Suite 500
         Wilmington, DE 19801-3700
         Tel.: (302) 357-3252
         Fax: (302) 357-3272
         Email: tfrancella@wtplaw.com

            -- and --

         T. Scott Leo, Esquire
         LAW OFFICES OF T. SCOTT LEO, P.C.
         1 North LaSalle Street, Suite 3600
         Chicago, Illinois 60602
         Tel.: (312) 857-0910
         Email: sleo@leolawpc.com

                      About Abengoa S.A.

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.

As of the end of 2015, Abengoa, S.A. was the parent company of 687
other companies around the world, including 577 subsidiaries, 78
associates, 31 joint ventures, and 211 Spanish partnerships.
Additionally, the Abengoa Group held a number of other interests
of
less than 20% in other entities.

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.

On March 16, 2016, Abengoa presented its Business Plan and
Financial Restructuring Plan in Madrid to all of its stakeholders.

                        U.S. Bankruptcy

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

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

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

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

The Chapter 11 petitions were signed by Javier Ramirez as
treasurer. They listed $1 billion to $10 billion in both assets and
liabilities.

Abener Teyma Hugoton General Partnership and five other entities
filed separate Chapter 11 petitions on April 6, 2016; and Abengoa
US Holding, LLC, Abengoa US, LLC and Abengoa US Operations, LLC
filed Chapter 11 petitions on April 7, 2016.  The cases are
consolidated under Lead Case No. 16-10790.

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

Andrew Vara, acting U.S. trustee for Region 3, appointed five
creditors of Abeinsa Holding Inc. and its affiliates to serve on
the official committee of unsecured creditors.

The Abeinsa Committee is represented by MORRIS, NICHOLS, ARSHT &
TUNNELL LLP's Robert J. Dehney, Esq., Andrew R. Remming, Esq., and
Marcy J. McLaughlin, Esq.; and HOGAN LOVELLS US LLP's Christopher
R. Donoho, III, Esq., Ronald J. Silverman, Esq., and M. Shane
Johnson, Esq.


ABEINSA HOLDINGS: Can Join Parent's Master Restructuring Plan
-------------------------------------------------------------
The American Bankruptcy Institute, citing Tracy Rucinski of
Reuters, reported that Abeinsa Holding, Inc., won authority from
the U.S. bankruptcy court to join the master restructuring plan
(MRA) of its parent, Abengoa SA, in Spain.

According to the report, Abengoa has a $10 billion
debt-restructuring agreement that needs the approval of 75 percent
of its creditors by Oct. 25.  The report said U.S. Bankruptcy Judge
Kevin Carey approved the request by Abeinsa, one of Abengoa's two
main U.S. subsidiaries in bankruptcy, to join the MRA, overruling
objections by unsecured creditors who said the deal would give them
a recovery of only pennies on the dollar.

Meanwhile a group of Abengoa's main creditors such as Spanish bank
Santander and U.S. hedge funds like Oaktree Capital Management will
gain control of the company in exchange for over $1 billion of new
cash, the report related.

Without their investment, Abengoa could be forced to liquidate, the
report further related.  This would be even worse for unsecured
creditors, some of whom helped finance the construction of one of
the world's largest solar facilities in the Mojave Desert, the
report added, citing U.S. lawyers.

                       About Abengoa S.A.

Spanish energy giant Abengoa S.A. is a leading 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.

As of the end of 2015, Abengoa, S.A. was the parent company of
687 other companies around the world, including 577 subsidiaries,
78 associates, 31 joint ventures, and 211 Spanish partnerships.
Additionally, the Abengoa Group held a number of other interests
of less than 20% in other entities.

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.

On March 16, 2016, Abengoa presented its Business Plan and
Financial Restructuring Plan in Madrid to all of its
stakeholders.

                      About Abeinsa Holding

Abeinsa Holding Inc., Abengoa Solar LLC, Abeinsa EPC LLC, Abencor
USA, LLC, Nicsa Industrial Supplies LLC, Abener Construction
Services LLC, Abeinsa Abener Teyma General Partnership, Abener
Teyma Mojave General Partnership, Abener Teyma Inabensa Mount
Signal Joint Venture, Teyma USA & Abener Engineering and
Construction Services General Partnership, Teyma Construction USA,
LLC, Abener North America Construction L.P., and Inabensa USA, LLC
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case
No.
16-10790) on March 29, 2016.  The petitions were signed by Javier
Ramirez as treasurer.  They listed $1 billion to $10 billion in
both assets and liabilities.

Abener Teyma Hugoton General Partnership and five other entities
filed separate Chapter 11 petitions on April 6, 2016; and Abengoa
US Holding, LLC, Abengoa US, LLC and Abengoa US Operations, LLC
filed Chapter 11 petitions on April 7, 2016.  The cases are
consolidated under Lead Case No. 16-10790.

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

Andrew Vara, acting U.S. trustee for Region 3, appointed five
creditors of Abeinsa Holding Inc. and its affiliates to serve on
the official committee of unsecured creditors.

The Abeinsa Committee is represented by MORRIS, NICHOLS, ARSHT &
TUNNELL LLP's Robert J. Dehney, Esq., Andrew R. Remming, Esq., and
Marcy J. McLaughlin, Esq.; and HOGAN LOVELLS US LLP's Christopher
R. Donoho, III, Esq., Ronald J. Silverman, Esq., and M. Shane
Johnson, Esq.


ACP-OFFENBACHERS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: ACP-Offenbachers, LLC
          t/a Offenbachers
        509 S. Exeter Street, Suite 505
        Baltimore, MD 21202

Case No.: 16-24106

Chapter 11 Petition Date: October 24, 2016

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Hon. David E. Rice

Debtor's Counsel: Joel I. Sher, Esq.
                  SHAPIRO SHER GUINOT & SANDLER
                  250 W. Pratt Street, Suite 2000
                  Baltimore, MD 21201
                  Tel: (410) 385-4277
                  Fax: (410) 539-7611
                  E-mail: jis@shapirosher.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Boyd Lipham, chief executive officer.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/mdb16-24106.pdf


ACRISURE HOLDINGS: S&P Affirms 'B' CCR; Outlook Stable
------------------------------------------------------
S&P Global Ratings said it affirmed its 'B' long-term corporate
credit ratings on Acrisure Holdings Inc. and its core subsidiaries.
The outlook is stable.  At the same time, S&P assigned Acrisure's
proposed $1.4 billion first-lien credit facilities (which consist
of a $1.1 billion term loan due 2023, a $200 million revolver due
2021, and a $110 million delayed-draw to fund deals under signed
letters of intent due 2023) S&P's 'B' debt rating with a '3'
recovery rating, indicating its expectation of meaningful (50%-70%)
recovery in the event of payment default.  S&P also assigned the
proposed $308 million second-lien credit facility due 2024
consisting of a $278 million term loan and a $30 million delayed
draw S&P's 'CCC+' debt rating with a '6' recovery rating,
indicating S&P's expectation of negligible (0%-10%) recovery in the
event of a payment default.

"The corporate credit rating reflects our view of Acrisure's fair
business risk profile and highly leveraged financial risk profile
per our corporate criteria," said S&P Global Ratings credit analyst
Stephen Guijarro.  Acrisure is a national retail broker offering
property/casualty (P/C) and employee benefits insurance and risk
management to a broad base of small and middle-market clients.

S&P's treatment of preferred stock issued to Abry Partners and the
consortium of minority investors (including $75 million issued to
Genstar) as either debt or equity financing is a critical component
in determining the leverage and interest coverage ratios.  After
applying S&P's stated criteria for non-common equity financing for
a financial sponsor it would likely view the current preferred
stock agreement as equity.

S&P's view is to treat Abry Partners and the group of minority
investors as a financial sponsor when assessing the treatment of
the preferred stock issued.  Although Acrisure is no longer a
financial sponsor-owned company, because Abry Partners is a private
equity firm that has control over the capitalization of Acrisure,
it is S&P's opinion that it would engage in an aggressive financial
strategy using debt and debt-like instruments to fund growth.
Therefore, S&P considers Abry Partners a financial sponsor when
determining the treatment of the preferred stock offering.

The stable outlook on Acrisure reflects S&P's expectations that the
company's credit metrics will show limited movement over the next
12 months.  Its aggressive acquisition strategy will offset some of
the natural deleveraging that will occur from higher cash flows
arising from increased scale and modest organic growth. Under S&P's
base-case assumptions it expects margins of 30%-33% in the same
time period, resulting in an adjusted debt-to-EBITDA ratio of
7x-7.5x for 2016 and less than 7x for 2017.  S&P forecasts adjusted
EBITDA interest coverage (pro forma for annualized earnings from
mergers and acquisitions) of 2x-2.5x in 2016-2017.

S&P would consider lowering the ratings within the next 12 months
if it believes Acrisure's organic growth, cash-flow generation, or
margins were to deteriorate meaningfully.  These factors would put
pressure on execution of strategy and increase the risk of
higher-than-expected financial leverage and/or weaker-than-expected
EBITDA coverage.  The specific trigger points that could lead to a
downgrade include S&P's forecast of financial leverage in excess of
7.5x-8x and EBITDA coverage below 2x on a sustained basis.

Although an upgrade is unlikely within the next 12 months, S&P
could raise the rating if cash flow and EBITDA growth were to
improve financial leverage and EBITDA coverage.  An upgrade would
also be predicated on S&P's view that the company would sustain
these improved credit metrics with financial leverage of less than
5x and EBITDA coverage above 2.5x.


ADM VENDING: NBT Bank Objects to Approval of Disclosures, Plan
--------------------------------------------------------------
Secured creditor NBT Bank, N.A., filed with the U.S. Bankruptcy
Court for the District of New Hampshire an objection to ADM
Vending, Inc.'s Chapter 11 plan of reorganization and disclosure
statement, both dated Sept. 16, 2016.

NBT claims a perfected first security interest in Debtor's personal
property based upon a security agreement as perfected with a UCC-1
Financing Statement filed with the New Hampshire Secretary of
State.

In both the Debtor's Plan and Disclosure Statement, the Debtor
lists Vistar as a "first priority" lienholder of Debtor's personal
property and listed as "Class 2: Vistar Secured Claim Class" on
page 8 of the Plan.

At the time NBT loaned money to Debtor in July 2014, Vistar and
Debtor had agreed to subordinate Vistar's security interest
position to NBT pursuant to a subordination agreement date July 9,
2014.

NBT says that Vistar, is therefore, a junior secured creditor as to
NBT's first lien position.

NBT's current loan balances due under the loans secured by NBT's
security agreement signed by Debtor are approximately $1 million.

The value of the reorganization value of collateral of the Debtor
is believed to be approximately $250,000.

Given the extent of the balance of the NBT loans, Vistar is a
wholly unsecured creditor due to the lack of equity in the Debtor's
personal property given as collateral for Vistar's claim.

As a result of Vistar's unsecured position, Vistar should not be an
allowed as a secured creditor under the Plan, nor should Vistar be
allowed payments under the Plan as set forth in paragraph VI(D)(1)
of the Plan.

NBT states that Vistar's claim against the estate of Debtor should
be that of an unsecured creditor only and that the Court should
eliminate the Class 2 of Vistar under the Plan and Disclosure
Statement.  NBT asks that Court find that NBT is the first priority
lienholder as to the Debtor's personal property.

NBT is represented by:

     Mark D. Kanakis, Esq.
     MERRA & KANAKIS, P.C.
     159 Main Street
     Nashua, New Hampshire 03060
     Tel: (603) 886-5055
     Fax: (603) 883-0750
     E-mail: merra@mklawnh.com

               About ADM Vending, Inc.

ADM Vending, Inc., filed a Chapter 11 petition (Bankr. D. N.H. Case
No. 16-10477) on April 1, 2016.  The petition was signed by Daniel
Mendenhall, president.  The Debtor is represented by William S.
Gannon, Esq., at William S. Gannon PLLC.  The case is assigned to
Judge Bruce A. Harwood.  The Debtor disclosed assets of $1.82
million and debts of $599,764.


AEROPOSTALE INC: Seeks Court Approval for Cash Collateral Use
-------------------------------------------------------------
Aeropostale, Inc., and its affiliated debtors ask the U.S.
Bankruptcy Court for the Southern District of New York for
authorization to use cash collateral.

The Debtors are indebted to various financial institutions and
other persons, known as the Prepetition Term Loan Lenders, and Aero
Investors LLC as administrative and collateral agent, in the amount
of $151,250,000, plus all fees and expenses incurred prepetition by
the Prepetition Term Loan Parties.

The Court authorized the Debtors to borrow up to $160,000,000 of
postpetition secured superpriority debtor in possession financing
from the Prepetition Term Loan Parties and use cash collateral,
pursuant to the Court's Final DIP Order.

The Debtors sold substantially all their assets to Aero Opco LLC.
The Debtors repaid all their obligations under the DIP Facility in
full, which resulted in the termination of the Debtor's authority
to use cash collateral under the Final DIP Order.

The Debtors contend that given that the Sale Transaction has
closed, the principal remaining tasks in the chapter 11 cases are
the collection of the Debtors’ remaining assets that were
excluded from the Sale Transaction, the reconciliation of claims,
the negotiation and prosecution of a plan of liquidation, and the
distribution of the sale proceeds and proceeds of the Debtors'
remaining assets to parties in interest.  The Debtors further
contend that they continue to require access to cash collateral to
fund their remaining operations and to wind-down their estates
properly.  The Debtors add that without access to cash collateral,
the Debtors would be unable to efficiently bring the cases to a
conclusion, which would jeopardize the substantial progress made in
the cases to date.

The Debtor's proposed Budget covers the period beginning with the
week ending Oct. 8, 2016 and ending on the week ending Nov. 19,
2016.  The Budget projects total disbursements in the amount of
$14,184,000.

The Debtors propose to use the cash collateral to repay $90 million
of Prepetition Term Loan Obligations on or before Nov. 7, 2016, and
use additional cash collateral to repay the balance of the
Prepetition Term Loan Obligations from time to time, in accordance
with their Budget.

The Debtors also propose, among others, to grant the Prepetition
Term Loan Lenders, continuing, valid, binding, enforceable, and
automatically perfected postpetition security interests in and
liens on all currently owned and hereafter acquired property and
assets of the Debtors, subject to the Carve-Out, the Prepetition
Term Loan Liens, and any other Prepetition Senior Liens.

The Carve-Out consists of:

     (1) quarterly fees required to be paid to the U.S. Trustee,
plus interest, if applicable;

     (2) all reasonable fees and expenses incurred by a trustee
under section 726(b) of the Bankruptcy Code in an aggregate amount
not to exceed $50,000;

     (3) all accrued and unpaid claims for fees and expense
reimbursements of Case Professionals retained by the Debtors
incurred during the period prior to the Carve-Out Trigger Date,
subject to such accrued and unpaid fees and expense reimbursements
becoming Allowed Fees;

     (4) all accrued and unpaid claims for fees and expense
reimbursements of Case Professionals retained by the Committee
incurred prior to the Carve-Out Trigger Date, subject to such
accrued and unpaid fees and expense reimbursements becoming Allowed
Fees; and

     (5) an aggregate amount for unpaid fees and expense
reimbursements of all Case Professionals incurred after the
Carve-Out Trigger Date not to exceed $1 million.

A full-text copy of the Debtors' Motion, dated Oct. 21, 2016, is
available at
http://bankrupt.com/misc/Aeropostale2016_1611275shl_898.pdf

                    About Aeropostale, Inc.

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

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

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

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

Judge Sean H. Lane is assigned to the cases.

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


AFFINITY HEALTH: PCO Reports on Blair Manor Facility Jeopardy
-------------------------------------------------------------
Nancy Shaffer, the Patient Care Ombudsman appointed for Affinity
Health Care Management, Inc., reported to the U.S. Bankruptcy Court
for the District of Connecticut regarding the recent Connecticut
Department of Public Health determination of immediate jeopardy at
the Debtor's nursing facility at Blair Manor.

According to the PCO's report, filed on October 17, 2016, the case
involves the related incident that constituted immediate jeopardy
to the health and safety of a resident at Blair Manor, which
requires significant corrections from the Debtor.

The PCO reported that an Enforcement Cycle has been initiated and
the Department of Public Health will follow up with Blair Manor and
their Plan of Correction. The PCO further reported that the
affected resident is now admitted to another local skilled nursing
facility. The PCO said she will follow up, together with the
Regional Ombudsman, on the individual's safety, health and
welfare.

          About Affinity Health Care Management

Affinity Health Care Management, Inc., Health Care Investors, Inc.
d/b/a Alexandria Manor, Health Care Alliance, Inc. d/b/a Blair
Manor, Health Care Assurance, L.L.C. d/b/a Douglas Manor and Health
Care Reliance, L.L.C. d/b/a Ellis Manor, are a nursing home
management company. They filed for Chapter 11 bankruptcy protection
(Bankr. D. Conn. Case Nos. 16-30043 to 16-30047) on January 13,
2016. Hon. Julie A. Manning presides over the cases. Elizabeth J.
Austin, Esq., Irve J. Goldman, Esq. and Jessica Grossarth, Esq., at
Pullman & Comley, LLC, serve as counsel to the Debtors.

In its petition, Affinity Health Care Management estimated $50,000
to $100,000 in assets and $500,000 to $1 million in liabilities.
The Debtors noted in a court filing that their total secured and
unsecured debt exceeding $16 million.

The Debtors' petitions were signed by Benjamin Fischman,
president.

A committee of unsecured creditors has been appointed and Neubert
Pepe & Monteith, P.C. has been retained as the committee's counsel.


ALKERMES INC: Moody's Retains Ba3 CFR on ALKS-5461 Drug Trial
-------------------------------------------------------------
Moody's Investors Service commented that the positive clinical data
of Alkermes' experimental depression drug ALKS-5461 is credit
positive.  There is no effect on Alkermes' ratings including the
Ba3 Corporate Family Rating, or the negative rating outlook.

Alkermes, Inc. is a US subsidiary of Dublin, Ireland-based Alkermes
plc.  Alkermes is a specialty biopharmaceutical company that
develops long-acting medications for the treatment of central
nervous system.  Revenues totaled approximately $668 million over
the last twelve months ended June 30, 2016.



ALLEN PAUL FURRER: Plan Filing Deadline Is Nov. 30
--------------------------------------------------
The Hon. Caryl E. Delano has entered a second order establishing
Nov. 30, 2016, as the deadline for Allen Paul Furrer and Connie
Eileen Furrer to file a plan of reorganization and disclosure
statement.

Allen Paul Furrer and Connie Eileen Furrer filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 16-00063) on Jan.
5, 2016.


ALLIED CONSOLIDATED: Hires Landmark as Real Estate Broker
---------------------------------------------------------
Allied Consolidated Industries, Inc. and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the Northern
District of Ohio to employ Landmark Real Estate Services, LLC as
the non-exclusive real estate broker.

The Debtors intend to list three properties consisting of
approximately 240 acres for sale and take other action as may be
necessary to market the Properties so that same may be sold in this
proceeding. The Debtors request the authority of the Court to
employ Landmark as the non-exclusive real estate broker, for a
listing period until June 30, 2017.

Landmark will receive a commission of 5% of the gross sales price
as compensation.

Tom Niemi of Landmark 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.

Landmark can be reached at:

       Tom Niemi
       LANDMARK REAL ESTATE SERVICES LLC
       5211 Mahoning Avenue, Suite 240
       Youngstown, OH 44515
       Tel: (330) 793-8400 ext 104
       E-mail: tniemi@landmarkohio.com

                  About Allied Consolidated

Allied Consolidated Industries Inc. sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 16-40675) on
April 13, 2016.  The petition was signed by John R. Ramun,
president.  The Debtor is represented by Melissa M. Macejko, Esq.,
at Suhar & Macejko, LLC. The case is assigned to Judge Kay Woods.
Allied Consolidated estimated both assets and liabilities in the
range of $0 to $50,000.

In May 2016, the Court entered an agreed order approving the
retention of Inglewood Associates, LLC as turnaround managers.  In
July 2016, the Court approved the retention of Eckert Seamans
Cherin & Mellott, LLC as special counsel.

An official committee of unsecured creditors has been appointed in
the case.


ALLIED CONSOLIDATED: Taps Cincinnati Industrial as Auctioneer
-------------------------------------------------------------
Allied Consolidated Industries, Inc. and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the Northern
District of Ohio to employ Cincinnati Industrial Auctioneers, Inc.
as industrial auctioneer to sell the Debtors' excess equipment by
public auction.

Cincinnati Industrial will charge and retain a 15% buyer's premium
on the gross sales at auction or bulk sale.

Jeffrey M. Luggen, managing partner of Cincinnati Industrial,
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.

Cincinnati Industrial can be reached at:

       Jeffrey M. Luggen
       CINCINNATI INDUSTRIAL
       AUCTIONEERS, INC.
       2020 Dunlap Street
       Cincinnati, OH 45214
       Tel: (513) 241-9701
       Fax: (513) 241-6760
       E-mail: jeffjr@cia-auction.com

                About Allied Consolidated

Allied Consolidated Industries Inc. sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 16-40675) on
April 13, 2016.  The petition was signed by John R. Ramun,
president.  The Debtor is represented by Melissa M. Macejko, Esq.,
at Suhar & Macejko, LLC. The case is assigned to Judge Kay Woods.
Allied Consolidated estimated both assets and liabilities in the
range of $0 to $50,000.

In May 2016, the Court entered an agreed order approving the
retention of Inglewood Associates, LLC as turnaround managers.  In
July 2016, the Court approved the retention of Eckert Seamans
Cherin & Mellott, LLC as special counsel.

An official committee of unsecured creditors has been appointed in
the case.


ALSON ALSTON: JPMorgan Chase Opposes Plan Disclosures Approval
--------------------------------------------------------------
JPMorgan Chase Bank, National Association as Servicer for JPMC
Specialty Mortgage LLC fka Wm Specialty Mortgage LLC, filed with
the U.S. Bankruptcy Court for the Middle District of Pennsylvania
an objection to sixth amended disclosure statement and sixth
amended plan of reorganization filed by Alson Alston.

JPMorgan Chase holds an allowed claim, secured by Debtor's property
located at 431 West 146th Street, New York, New York 10031.
JPMorgan Chase  is in the process of filing its proof of claim.

The Debtor's Sixth Amended Proposed Plan and Amended Disclosure
Statement states that JPMorgan Chase is in Class 2 and that the
movant's treatment will be unimpaired.

"It appears that Movant is actually impaired as Debtor's Sixth
Amended Proposed Plan and Amended Disclosure Statement does not
provide for payment to movant of any arrearages," JPMorgan Chase
says.

Table B-3 of Debtor's Sixth Amended Proposed Plan and Amended
Disclosure Statement state the amount allowed secured claim is
$738,308.  JPMorgan Chase argues that the projected secured claim
is $744,169.88.  The Sixth Amended Proposed Plan, according to
JPMorgan Chase, does not adequately provide for post-petition
payments in the monthly amount of $4,248.54.

JPMorgan Chase claims that the Sixth Amended Proposed Plan and
Amended Disclosure Statement fail to provide adequate information
or means for implementation of the plan other than the vague and
speculative statements, and that the Debtor will be able to find
and secure employment to be able to pay the movant.  In addition,
Debtor's current Plan proposal is confusing as Table H-1 shows
there are mortgage expenditures in the amount of $4,527 when in
Table D-3 there appears to be mortgage expenditures in the amount
of $11,358, JPMorgan Chase relates.  The information is essential
to make an informed decision with regards to the Plan and the
ability to pay creditors.

The Debtor appears to rely on a presumption of future increased
earnings through unsubstantiated rent increases to justify the
funding of the Plan. Debtor's Sixth Amended Proposed Plan payments
are not economically feasible, JPMorgan Chase claims.

JPMorgan Chase is represented by:

     Kevin S. Frankel, Esq.
     Shapiro & DeNardo, LLC
     3600 Horizon Drive, Suite 150
     King of Prussia, PA 19406
     Tel: (610)278-6800
     Fax: (847) 954-4809
     E-mail: pabk@logs.com

                    About Alson Alston

Alson Alston -- dba Alston Business Consulting, dba Songhai
City, LLC, dba Songhai Enterprises, LLC, dba Songhai City
Entertainment, LLC, dba Songhai City Real Estate, LLC, dba
Encore General Merchandise LLC, dba Encore General Store, dba
Dragon Management Services, aka Al Alston -- filed a Chapter 11
Petition (Bankr. M.D. Pa. Case No. 14-03454) on July 28, 2014.


AMC ENTERTAINMENT: S&P Affirms 'B+' CCR, Off CreditWatch Negative
-----------------------------------------------------------------
S&P Global Ratings said that it removed its ratings on Kansas-based
AMC Entertainment Holdings Inc. from CreditWatch, where S&P had
placed them with negative implications on March 7, 2016, and
affirmed the 'B+' corporate credit rating on the company.  The
rating outlook is stable.

At the same time, S&P revised its recovery rating on AMC's existing
senior subordinated notes to '4' from '5' and subsequently raised
the issue-level rating to 'B+' from 'B'.  The '4' recovery rating
indicates S&P's expectation for average recovery (30%-50%; lower
half of the range) of principal for lenders in the event of a
payment default.

The 'BB' issue-level and '1' recovery ratings on the company's
existing senior secured debt remains unchanged.

S&P also assigned its 'BB' issue-level rating and '1' recovery
rating to the company's proposed $500 million senior secured term
loan due 2023.  The '1' recovery rating indicates S&P's expectation
for very high recovery (90%-100%) of principal for lenders in the
event of a payment default.

Additionally, S&P assigned its 'B+' issue-level rating and '4'
recovery rating to the company's proposed $535 million senior
subordinated notes due 2026 and GBP300 million senior subordinated
notes due 2024.  The '4' recovery rating indicates S&P's
expectation for average recovery (30%-50%; lower half of the range)
of principal for lenders in the event of a payment default.

S&P is also withdrawing its 'B+' corporate credit rating on AMC
Entertainment Inc.

"The affirmation and CreditWatch action reflects our view that
AMC's acquisition of Odeon & UCI Cinemas Group Ltd. and Carmike
Cinemas Inc. will result in increased size, scale, and geographic
diversification that will somewhat improve our assessment of the
company's business risk profile, though not enough to change our
overall assessment," said S&P Global Ratings' credit analyst Jawad
Hussain.  "Although we expect that pro forma leverage will increase
to the mid-5x area as of June 30, 2016, we also expect leverage to
moderate to below 5x by 2018 as AMC realizes the benefits of its
larger size and scale, and invests in re-seating and enhanced food
and beverage initiatives across the Carmike and Odeon theater
circuits, which should result in attendance and revenue growth that
outpaces the industry's and improved operating margins."

S&P's corporate credit rating reflects the company's position, on a
pro forma basis, as the largest motion picture exhibitor in the
U.S. and globally.  AMC's size and breadth is tempered by the movie
exhibition industry's maturity and volatility.  The rating also
takes into account the significant execution risk inherent in AMC's
simultaneous acquisition of two companies and it implementing
customer engagement initiatives in new markets and geographies.

The stable rating outlook is based on S&P's expectation that AMC
will successfully integrate both Odeon's and Carmike's theater
operations over the next two years, while reducing its adjusted
leverage to below 5x by 2018 and maintaining adequate liquidity.

S&P could lower the corporate credit rating if AMC doesn't
successfully integrate the Odeon or Carmike acquisitions, resulting
in S&P's expectation that adjusted leverage will remain above the
low-5x area beyond 2018.  Further, this could occur if AMC doesn't
realize significant returns on investments in its customer
engagement initiatives at both Carmike and Odeon, resulting in
EBITDA margin deterioration and discretionary cash flow approaching
break-even levels.

Although unlikely over the next two years, S&P could raise the
rating if AMC is able to meaningfully increase its operating
margins to a level more in line with its rated peers', if it
consistently generates meaningfully positive discretionary cash
flow, and if it maintains leverage below 4.5x, despite volatility
in box office performance.  This would also entail the company
committing to a more conservative financial policy, especially in
light of its majority ownership by Dalian Wanda Group.


AMERICAN CASINO: S&P Hikes 1st Lien Credit Facility Rating to 'BB'
------------------------------------------------------------------
S&P Global Ratings raised its issue-level rating on American Casino
& Entertainment Properties LLC's (ACEP) first-lien credit facility,
consisting of a $15 million revolver due 2020 and $295 million
first lien-term loan due 2022, to 'BB' from 'BB-' and revised the
recovery rating on this debt to '1' from '2'.  The upgrade reflects
the company's announcement that it intends to repay $30 million of
term loan debt in conjunction with the requested repricing of its
term loan, resulting in a lower amount of first-lien debt
outstanding in the capital structure at default and improved
recovery prospects for first-lien lenders.  The '1' recovery rating
reflects S&P's expectation for very high (90% to 100%) recovery for
lenders in the event of a payment default.  S&P's 'B+' corporate
credit rating on ACEP is unchanged.  The rating outlook is stable.

Under S&P's base-case forecast, incorporating the expected
$30 million debt repayment and an assumption that ACEP successfully
reprices its term loan, S&P expect adjusted debt to EBITDA to
improve to the low- to mid-2x area and EBITDA coverage of interest
to improve to more than 9x by 2017.  This compares to S&P's
previous forecast of mid- to high-2x and around 7x, respectively.
Although credit measures would otherwise be in line with a better
than aggressive financial risk assessment, S&P incorporates the
company's and controlling owners' financial policy into S&P's
analysis which limits its view for a stronger financial risk
profile at this time.  Namely, S&P expects the company could
increase leverage to the 4x to 5x range to pursue future growth and
development spending opportunities or to return capital to owners.


                        RECOVERY ANALYSIS

Key analytical factors

   -- S&P's simulated default scenario contemplates a payment
      default in 2020, reflecting a significant decline in cash
      flow as a result of a prolonged economic downturn and
      increased competitive pressures.

   -- S&P assumes a reorganization following the default, using an

      emergence EBITDA multiple of 6x to value the company.

   -- S&P assumes the $15 million revolving credit facility is 85%

      drawn at the time of default.

Simulated default assumptions

   -- Year of default: 2020
   -- EBITDA at emergence: $42 million
   -- EBITDA multiple: 6x

Simplified waterfall

   -- Net enterprise value (after 3% administrative costs):
      $245 million
   -- Secured first-lien debt: $240 million
      -- Recovery expectation: 90% to 100%
Note: All debt amounts include six months of prepetition interest.

RATINGS LIST

American Casino & Entertainment Properties LLC
Corporate Credit Rating               B+/Stable/--

Upgraded; Recovery Rating Revised
                                       To            From
American Casino & Entertainment Properties LLC
Senior Secured                        BB            BB-
  Recovery Rating                      1             2H


AMERICAN GILSONITE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

      Debtor                                       Case No.
      ------                                       --------
      American Gilsonite Holding Company           16-12315
         aka American Gilsonite
      16200 Park Row Drive, Suite 250
      Houston, TX 77084

      American Gilsonite Company                   16-12316
      Lexco Acquisition Corp.                      16-12317
      Lexco Holding, LLC                           16-12318
      DPC Products, Inc.                           16-12319

Type of Business: Commercial miner and processor of uintaite, a
                  unique mineral which is marketed under its
                  trademarked name "Gilsonite"

Chapter 11 Petition Date: October 24, 2016

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

Debtors'
Local
Counsel:          Mark D. Collins, Esq.
                  John H. Knight, Esq.
                  Amanda R. Steele, Esq.
                  Andrew M. Dean, Esq.
                  RICHARDS, LAYTON & FINGER, P.A.
                  One Rodney Square
                  920 North King Street
                  Wilmington, DE 19801
                  Tel: 302 651-7700
                  Fax: 302-651-7701
                  E-mail: collins@RLF.com
                          knight@rlf.com
                          steele@rlf.com
                          dean@rlf.com

Debtors'
General
Counsel:          Matthew S. Barr, Esq.
                  Sunny Singh, Esq.
                  WEIL, GOTSHAL & MANGES LLP
                  767 Fifth Avenue
                  New York, New York 10153
                  Tel: (212) 310-8000
                  Fax: (212) 310-8007
                  Email: matt.barr@weil.com
                         sunny.singh@weil.com

Debtors'
Financial
Advisor:          EVERCORE GROUP L.L.C.
                  55 East 52nd Street
                  New York, NY 10055

Debtors'
Restructuring
Advisor:          FTI CONSULTING, INC.
                  1001 17th Street
                  Suite 1100, Denver, CO 80202

Debtors'
Claims,
Noticing
& Solicitation
Agent:            EPIQ BANKRUPTCY SOLUTIONS, LLC
                  777 3rd Avenue, New York
                  NY 10017

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The petition was signed by Steven A. Granda, vice president/chief
financial officer.

Debtors' Consolidated List of 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Utah Department of Transportation    State Agency    Unliquidated

Mondi Bags USA, LLC                  Trade Vendor         $25,342
Email: jan.colledge@mondigroup.com

Wasatch Pallet                       Trade Vendor         $23,242
Email: tom@wasatchpallet.com

Cameron Nolan Massey                 Trade Vendor         $21,141
Email: nolan.massey@c-a-m.com

Stantec                              Trade Vendor         $18,000
Email: mark.atencio@stantec.com

Abatech, Inc.                       Trade Vendor          $14,875
Email: info@abatech.com

SWCA                                Trade Vendor          $14,400
Email: jbigler@swca.com

Bepex International LLC             Trade Vendor          $13,101
Email: mpartch@bepex.com

NU Packaging Inc.                   Trade Vendor          $12,725
Email: jim@nupackaging.com

Coporacion Naturgas SA            Customer Advance        $10,889
                                      Deposit

Brenntag Pacific, Inc.              Trade Vendor           $9,457
Email: kburesh@brenntag.com

Pro Petro Services, Inc.            Trade Vendor           $8,700
Email: wd.martin@propetroservices.com

Cardwell Distributing               Trade Vendor           $7,997
Email: ryan@cardwelldist.com

Keyser & Mackay                   Customer Advance         $7,271
Email: purchasing.nl@keymac.com       Deposit

Luigiz Cleaning Services            Trade Vendor           $7,240
Email: luigiz1845@yahoo.com

Dalbert International               Trade Vendor           $6,879
Email: gdalessandro@dalbertin
internacional.com

Gudac Brothers, Inc.                Trade Vendor           $6,001
Email: mgudac@stratarocks.com

United Central Industrial           Trade Vendor           $4,666
Supply Company
Email: dlewis@unitedcentral.net

Mcjunkin Red Man Corporation        Trade Vendor           $4,578
Email: mike.gates@mrcglobal.com

Lagies, SA                        Customer Advance         $4,515
Email: wernerlagies50@gmail.com       Deposit


AMERICAN GILSONITE: Files for Chapter 11 with Prepackaged Plan
--------------------------------------------------------------
American Gilsonite Company, the privately-held supplier of
hydrocarbon resin Gilsonite, sought bankruptcy protection after
reaching an agreement with its major creditors to reduce $160
million of the Company's existing debt.

Gilsonite is primarily used in oil and gas well drilling muds, oil
and gas well cements, asphalts, printing inks, foundry sands,
building materials, paints, and protective coatings.

AGC was joined in Chapter 11 by its affiliates Gilsonite Holding
Company, Lexco Acquisition Corp., Lexco Holding, LLC, and DPC
Products, Inc.  The cases are pending in the U.S. Bankruptcy Court
for the District of Delaware before the Hon. Christopher S. Sontchi
and are jointly administered under Case No. 16-12316.

The Debtors filed the Chapter 11 cases to "implement a prepackaged
Chapter 11 plan of reorganization that provides for a comprehensive
balance sheet restructuring of AGC's 11.5% second lien notes due
2017 with the consent of certain second lien noteholders, preserves
the going-concern value of their businesses, maximizes creditor
recoveries, provides for an equitable distribution to the Debtors'
stakeholders and protects the jobs of the Debtors' employees."

In a press release, David G. Gallagher, chief executive officer,
said, "We are pleased to have reached an agreement with our key
financial stakeholders that recognizes the underlying strength of
our business and provides a path to restructure our debt without
any impact on our customers, employees, or vendors.  American
Gilsonite has positive operating cash flow, a highly differentiated
product offering, more than 100 years of mineral reserves, and a
broadly diversified customer base.  With the implementation of this
prepackaged reorganization plan, we will significantly strengthen
the company's balance sheet and create a capital structure that is
more sustainable over the long term.

"Today's announcement is good news for our customers, employees,
and business partners, as it ensures we will have adequate
liquidity to continue uninterrupted operations even under these
adverse energy market conditions," Mr. Gallagher concluded.

In an affidavit filed with the Bankruptcy Court, Steven A. Granda,
vice president and chief financial officer of AGC, disclosed that
the Debtors derive the majority of their revenue from sales to
companies in the oil and gas services industry (oil and gas
drilling products have historically represented 75% of their
revenues).  Due to the downturn in oil and gas prices, the Debtors'
earnings have diminished substantially as the demand for their oil
and gas drilling products have decreased, he added.

For the six months ended June 30, 2016, the Debtors' net sales were
approximately $15.6 million, a 39% decrease from their net sales
for the same period a year prior.  The Debtors said their declining
revenues have impacted their ability to service their long-term
debt obligations.

As of the Petition Date, the Debtors have outstanding secured debt
obligations in the aggregate principal amount of approximately $290
million, which amount consists of (i) approximately $20 million in
secured borrowings under the Debtors' Prepetition Credit Agreement,
and (ii) approximately $270 million in principal amount of Second
Lien Notes, plus accrued and unpaid interest, fees, and other
expenses, as disclosed in Court documents.

According to Mr. Granda, the Debtors attempted to manage their
reduced financial position through several cost-cutting measures,
including the implementation of employee rationalization programs,
an aggressive inventory reduction program, as well as taking
measures to decrease their overhead expense burden.  In total, the
Debtors were able to lower their annualized cash expenditures by
approximately $2.5 million.  However, Mr. Granda maintained, those
efforts proved insufficient to address the pressures on the
Debtors' liquidity resulting from their huge amount of debt.

After good-faith and arm's-length negotiations, on Oct. 19, 2016,
the Debtors executed a restructuring support agreement with an ad
hoc group of holders of the Second Lien Notes and the Company's
prepetition equity sponsor, which owns or controls 100% of the
equity interests in AGHC, pursuant to which those Ad Hoc Group
members and Consenting AGHC Interest Holders agreed to vote in
favor of and support confirmation of the Prepackaged Plan.

Under the Restructuring Support Agreement, each of the Consenting
RSA Parties has agreed to, among other things vote any claim or
interests it holds against, or in, the Debtors to accept the
Prepackaged Plan.  In exchange, the Debtors agreed to, among other
things, (i) commence the Chapter 11 cases, (ii) prosecute the
Prepackaged Plan and Disclosure Statement, and (iii) continue their
operations in the ordinary course until the Restructuring is
consummated and not take various actions related to the business,
in each case subject to the terms and conditions of the
Restructuring Support Agreement.

The Debtors intend to progress expeditiously toward confirmation of
the Prepackaged Plan and emerge from Chapter 11 as a stronger, more
competitive business.

The Prepackaged Plan has already received acceptances by the second
lien noteholders holding more than 67% in dollar amount of all
Second Lien Notes and by holders of AGHC interests holding 100% in
amount of all issued AGHC Interests.

"The Restructuring will substantially de-lever the Company's
balance sheet and set American Gilsonite on a path to emerge from
bankruptcy as a leaner, healthier enterprise that is better
positioned to withstand currently depressed oil and natural gas
prices and achieve long-term sustainability and growth," said Mr.
Granda.

                         Prepackaged Plan

The Restructuring only impairs the Second Lien Noteholders and
holders of AGHC Interests.  More specifically, pursuant to the
Prepackaged Plan, as contemplated by the Restructuring Support
Agreement, the Debtors and the Consenting RSA Parties have agreed
to a reorganization transaction that provides for certain Second
Lien Noteholders will provide a $30 million debtor-in-possession
financing facility that will be used, subject to Court approval, to
pay the existing Prepetition Credit Agreement and provide the
Debtors with an additional $7.5 million of liquidity, with the
entire principal portion of the DIP Loans converting to an exit
term loan upon emergence from bankruptcy.

All Second Lien Noteholders will be offered the opportunity to
participate in the DIP Facility on a pro rata basis, but the Ad Hoc
Group members have agreed to backstop the entire amount of the DIP
Facility.  In exchange for agreeing to backstop the DIP Facility,
the members of the Ad Hoc Group will receive a fee of 3.5% of the
total principal amount borrowed under the DIP Facility.

The Second Lien Notes will be canceled and, in exchange, Second
Lien Noteholders will receive (i) 98% of the new equity of
Reorganized AGC and (ii) $100 million in Subordinated Notes on a
pro rata basis.  Holders of AGHC Interests will receive 2% of the
new equity interests in Reorganized AGC.  

The Debtors' revolving lenders will also be paid out in full.

Holders of general unsecured claims, including trade vendors,
employees, and lease counterparties, will receive payment in full
on account of existing obligations in the ordinary course of
business.  

AGHC is a privately held company.  As of the Petition Date, AGC
(Delaware), LP, a subsidiary of Palladium Equity Partners III, LP
and Palladium Equity Partners III, LLC, holds approximately 98% of
the existing equity in AGHC.  The remaining approximately 2% of the
AGHC Interests is owned by AGC/PEP LLC, which is jointly owned by
PEP III, LLC (0.0001%) and Prospect Capital Corporation (99.9999%).
The remaining Debtors are all wholly-owned direct or indirect
subsidiaries of AGHC.

                       First Day Motions

To facilitate their transition into the Chapter 11 cases, the
Debtors have filed first day motions seeking relief to allow them
to meet necessary obligations and fulfill their duties as debtors-
in-possession.  The Debtors seek authority to, among other things,
obtain postpetition financing and use cash collateral, continue
using existing cash management system, pay prepetition trade claims
in the ordinary course of business, pay employee obligations and
prohibit utility companies from discontinuing services.  A
full-text copy of Steven A. Granda's declaration in support of the
First Day Motions is available for free at
http://bankrupt.com/misc/3_AMERICAN_Declaration.pdf

The Debtors have hired Richards, Layton & Finger, P.A. as local
counsel; Weil, Gotshal & Manges LLP as general counsel; Evercore
Group L.L.C. as financial advisor; FTI Consulting, Inc., as
restructuring advisor; and Epiq Bankruptcy Solutions, LLC as
claims, noticing & solicitation agent, all are subject to the
Bankruptcy Court's approval.

                 About American Gilsonite Company

American Gilsonite Company  -- http://www.americangilsonite.com/--
operates as an industrial minerals company and is the world's
primary miner and processor of uintaite, a variety of asphaltite, a
specialty hydrocarbon which AGC markets to industrial customers
under its registered trademark name "Gilsonite".  Gilsonite is a
glossy, black, solid naturally occurring hydrocarbon similar in
appearance to hard asphalt and is believed to be found in
commercial quantities only in the Uinta Basin in northeastern Utah.
AGC is a privately held, portfolio company of Palladium Equity
Partners III, L.P.



AMERICAN NATIONAL: Allegiance Bank To Get $15K Per Month For 9 Yrs.
-------------------------------------------------------------------
American National Carbide Co. filed with the U.S. Bankruptcy Court
for the Southern District of Texas a disclosure statement to
accompany the Debtor's plan of reorganization dated Aug. 26, 2016.

Under the Plan, Class 3A Secured Claim of Allegiance Bank are
impaired and has an allowed secured amount of $1,390,222.
Allegiance Bank will receive a monthly payment of $15,963.10
starting Jan. 1, 2017, and ending on Dec. 1, 2026.  It has an
interest rate of  4.25%.

The Debtor has operated for seven months postpetition without the
need for debtor-in-possession financing by collecting neglected
accounts receivables and fulfilling ongoing orders for products.
Changes in Debtors business methods and manufacturing practices
have resulted in significant efficiencies.  The Debtor has become a
small, more profitable company.  The Debtor proposes to devote its
earnings over the coming 72 months to retirement of 100% of its
pre-petition liabilities at present value.

The Disclosure Statement dated Oct. 17 is available at:

           http://bankrupt.com/misc/txsb16-30992-220.pdf

As reported by the Troubled Company Reporter on Sept. 22, 2016, the
Debtor filed with the Court a disclosure statement to accompany the
Debtor's plan of reorganization dated Aug. 26, 2016.  That
disclosure statement stated that the Debtor has operated for six
months postpetition without the need for debtor-in-possession
financing by collecting neglected accounts receivables and
fulfilling ongoing orders for products.  

                About American National Carbide

American National Carbide Co. sought protection under Chapter 11 of
the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of Texas (Houston) on Feb. 26, 2016.  The petition was
signed by Greg Stroud, president.

The Debtor is represented by Donald L Wyatt, Esq., at the Law
Offices of Donald L. Wyatt Jr. PC.  The case is assigned to Judge
David R. Jones.

The Debtor disclosed total assets of $8.83 million and total debts
of $7.22 million.


ANTERRA ENERGY: Extends CCAA Stay Order Until Jan. 20
-----------------------------------------------------
Anterra Energy Inc. on Oct. 24, 2016, disclosed that the Court of
Queen's Bench of Alberta, Judicial Centre of Calgary has granted an
extension until Jan. 20, 2017, of the stay of proceedings granted
in the Initial Order dated May 6, 2016 pursuant to which Anterra
was granted creditor protection under the Companies' Creditors
Arrangement Act (Canada) (the "CCAA").  The extension was supported
by PricewaterhouseCoopers Inc., the Court-appointed Monitor of
Anterra's CCAA process.

                    About Anterra Energy Inc.

Anterra Energy Inc. -- http://www.anterraenergy.com/-- is a
Canada-based oil focused junior exploration and production company.
The Company is engaged in the acquisition, development,
optimization and production of crude oil and natural gas in western
Canada.  The Company has two segments: oil and gas segment, and
midstream processing segment.  The Company's oil and gas segment
explores for, develops and produces oil and gas.  The Company's
midstream processing segment provides third party processing and
disposal services to the oil and gas industry.  The Company
operates five principal oil properties in Alberta: Breton - Belly
River Oil, Buck Lake - Cardium Oil, Nipisi - Gilwood Oil,
Strathmore - Basal Quartz Oil and Two Creek - Jurassic Oil.


ARMADA WATER: To Replace McKool Smith with Pillsbury Winthrop
-------------------------------------------------------------
Armada Water Assets, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to hire Pillsbury Winthrop
Shaw Pittman LLP as its new legal counsel.

The company had initially hired McKool Smith, P.C. as its legal
counsel.  However, the attorney designated to represent the
company, left the firm and was admitted to the partnership of
Pillsbury.

Pillsbury will be paid on an hourly basis and will receive
reimbursement for work-related expenses.  The firm's professionals
and their hourly rates are:

     Partners/Counsel     $610 - $1,295
     Associate              $440 - $810
     Legal Assistants       $220 - $640

Hugh Ray III, Esq., the attorney who previously worked for McKool
Smith, and Samuel Cavior, Esq., will be paid an hourly rate of
$750.  Both attorneys were designated to represent the company.

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

The firm can be reached through:

     Hugh M. Ray, III, Esq.
     Pillsbury Winthrop Shaw Pittman LLP
     Two Houston Center
     909 Fannin, Suite 2000
     Houston, TX 77010-1028
     Tel: (713) 276-7600
     Fax: (713) 276-7673

                    About Armada Water Assets

Armada Water Assets, Inc., and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case
No. 16-60056) on May 23, 2016.  The petition was signed by Tom
Breen, chief restructuring officer.

The cases are pending joint administration before Judge David R.
Jones under proposed Lead Case No. 16-60056.

The Debtors estimated both assets and liabilities in the range of
$10 million to $50 million.

The U.S. Trustee for the Southern District of Texas, on Aug. 18
appointed two creditors of Armada Water Assets, Inc., et al., to
serve on the official committee of unsecured creditors. The
committee members are: Pac-Van, Inc., and M & M Excavation Inc.


ASSOCIATED THORACIC: Taps Aiken Schenk as Legal Counsel
-------------------------------------------------------
Associated Thoracic & Cardiovascular Surgeons, Ltd. received
approval from the U.S. Bankruptcy Court for the District of Arizona
to hire Aiken Schenk Hawkins & Ricciardi P.C.

The firm will serve as the Debtor's legal counsel in connection
with its Chapter 11 case.  

Aiken Schenk will be paid $30 to $500 per hour for its services,
which include advising the Debtor regarding its duties, conducting
examinations and assisting the Debtor in the formulation of a
bankruptcy plan.

Aiken Schenk does not represent any interest adverse to the Debtor
or its bankruptcy estate, according to court filings.

The firm can be reached through:

     D. Lamar Hawkins, Esq.
     Heather A. Macre, Esq.
     Aiken Schenk Hawkins & Ricciardi P.C.
     2390 East Camelback Road, Suite 400
     Phoenix, AZ 85016-3479
     Tel: 602-248-8203
     Fax: 602-248-8840
     Email: dlh@ashrlaw.com
     Email: ham@ashrlaw.com

                    About Associated Thoracic

Associated Thoracic & Cardiovascular Surgeons, Ltd. filed a Chapter
11 petition (Bankr. D. Ariz. Case No. 16-11909), on October 14,
2016.  The petition was signed by Herman Pang, president.  

The case is assigned to Judge Brenda K. Martin.  The Debtor's
counsel is Lamar D. Hawkins, Esq., Aiken Schenk Hawkins &
Ricciardi, P.C.  

At the time of filing, the Debtor estimated assets at $500,000 to
$1 million and liabilities at $1 million to $10 million.  The
Debtor did not include a list of its largest unsecured creditors
when it filed the petition.


ATNA RESOURCES: Disclosures OK'd; Plan Hearing on Nov. 29
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has approved
Atna Resources Inc., et al.'s disclosure statemnt describing the
Debtors' Chapter 11 Joint Plan of Liquidation.

A hearing to consider the confirmation of the Debtors' Plan will be
held on Nov. 29, 2016, at 1:30 p.m.  (Prevailing Mountain Time).
Objections to the confirmation of the Plan must be filed by Nov.
14, 2016, at 5:00 p.m. (Prevailing Mountain Time).

The deadline for votes on the Plan to be submitted and actually
received by the Balloting agent is 5:00 p.m. (Prevailing Mountain
Time) on Nov. 14, 2016.  The Debtors must file a ballot tabulation
report no later than 5:00 p.m. Prevailing Mountain Time on Nov. 18,
2016.

The Debtors filed with the Court the Disclosure Statement, which
states that the Debtors have a total of 240 General Unsecured
Claims amounting to $19,650,671.  The estimated claims amounts
against each Debtors and corresponding recoveries of holders of the
General Unsecured Claims are: (i) Atna Resources Ltd. with General
Unsecured Claims amounting to $1,634,162.05, will recover 5% of its
allowed claims; (ii) Canyon Resources Corporation with General
Unsecured Claims amounting to $141,329.95, will recover 36% of its
allowed claims; (iii) CR Briggs Corporation with General Unsecured
Claims amounting to $3,589,424.04, will recover 1% of its allowed
claims; (iv) CR Montana Corporation with General Unsecured Claims
amounting to $2,296.37, will recovery 100% of its allowed claims;
(v) CR Kendall Corporation with General Unsecured Claims amounting
to $6,415,135.30, will recover 2% of its allowed claims; and (vi)
Atna Resources Inc. with General Unsecured Claims amounting to
$7,868,323.71, will recover 8% of its allowed claims.

Under the Plan, holders of Class 2 Waterton Secured Claims will
neither receive nor retain any property or Distributions under the
Plan.  The Waterton Secured Claims were paid in full pursuant to
the Sale and the Committee Settlement Agreement.  This class is
unimpaired.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/cob15-22848-675.pdf

                      About Atna Resources

Headquartered in Lakewood, Colorado, Atna Resources Ltd. --
http://www.atna.com/-- is engaged in all phases of the mining
business, including exploration, preparation of pre-feasibility and
feasibility studies, permitting, construction and development,
operation and final closure of mining properties.

The Company owns or controls various properties with gold
resources.  The Company's production property includes Briggs Mine
California and Pinson Mine Property, Nevada.  The Company's
development properties include Mag Pit at Pinson; Columbia Project,
Montana and Briggs Satellite Projects, California.  Its Exploration
properties include Sand Creek Uranium Joint Arrangement, Wyoming;
Blue Bird Prospect, Montana and Canadian Properties, Yukon and
British Columbia.  Its Closure Property is Kendall, Montana.  The
Briggs mine is located on approximately 156 unpatented claims,
including approximately 15 mill site claims, covering over 2,890
acres.  The Company's Pinson Mine Property is located in Humboldt
County, Nevada, over 30 miles east of Winnemucca.

Atna Resources, Inc., and its direct and indirect subsidiaries
filed Chapter 11 bankruptcy petitions (Bankr. D. Colo. Proposed
Lead Case No. 15-22848) on Nov. 18, 2015.  The petitions were
signed by Rodney D. Gloss as vice president & chief financial
officer.   

Atna also sought ancillary relief in Canada pursuant to the
Companies' Creditors Arrangement Act in the Supreme Court of
British Columbia in Vancouver, Canada.

In its Chapter 11 petition, Atna estimated assets in the range of
$10 million to $50 million and liabilities of $50 million to $100
million.  

Squire Patton Boggs (US) LLP serves as counsel to the Debtors.

On Dec. 14, 2015, the Office of the United States Trustee for the
District of Colorado appointed a statutory committee of unsecured
creditors in the Chapter 11 cases.


AUSTIN HOTELS: Case Summary & 13 Unsecured Creditors
----------------------------------------------------
Debtor: Austin Hotels, LLC
        199 Pleasant Street
        Brunswick, ME 04011

Case No.: 16-20599

Chapter 11 Petition Date: October 24, 2016

Court: United States Bankruptcy Court
       District of Maine (Portland)

Debtor's Counsel: George J. Marcus, Esq.
                  MARCUS, CLEGG, BALS & ROSENTHAL, P.A.
                  One Canal Plaza, Suite 600
                  Portland, ME 04101-4102
                  Tel: (207) 828-8000
                  E-mail: bankruptcy@mcm-law.com
                          bankruptcy@marcusclegg.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Linwood Austin, manager.

A copy of the Debtor's list of 13 unsecured creditors is available
for free at http://bankrupt.com/misc/meb16-20599.pdf


BAKKEN INCOME: Seeks to Hire Baker Donelson as Legal Counsel
------------------------------------------------------------
Bakken Income Fund LLC seeks approval from the U.S. Bankruptcy
Court for the District of Colorado to hire legal counsel in
connection with its Chapter 11 case.

The company proposes to hire Baker, Donelson, Bearman, Caldwell &
Berkowitz, P.C. to give legal advice regarding its duties under the
Bankruptcy Code and to assist in the preparation of its bankruptcy
plan.

The firm's professionals and their hourly rates are:

     Shareholders     $310 - $495
     Associates       $195 - $280
     Paralegals       $165 - $220

Courtney Gilmer, Esq., at Baker Donelson, disclosed in a court
filing that the firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Courtney H. Gilmer, Esq.
     Baker Donelson Center, Suite 800
     211 Commerce Street
     Nashville, TN 37201
     Phone: (615) 726-5747
     Fax: (615) 744-5747
     Email: cgilmer@bakerdonelson.com

                    About Bakken Income Fund

Bakken Income Fund LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 16-20212) on October 17,
2016.  The petition was signed by Randall Kenworthy, managing
member.  

The case is assigned to Judge Elizabeth E. Brown.

At the time of the filing, the Debtor estimated its assets and
liabilities at $1 million to $10 million.


BAKKEN INCOME: Seeks to Hire Brownstein Hyatt as Co-Counsel
-----------------------------------------------------------
Bakken Income Fund LLC seeks approval from the U.S. Bankruptcy
Court for the District of Colorado to hire Brownstein Hyatt Farber
Schreck, LLP.

Brownstein will serve as co-counsel with Baker, Donelson, Bearman,
Caldwell & Berkowitz, P.C., another firm tapped by the company to
be its lead bankruptcy counsel.  

Michael Pankow, Esq., and Samuel Kidder, Esq., the attorneys
designated to represent Bakken, will be paid $655 per hour and $330
per hour, respectively.  They will be assisted by a paralegal whose
hourly rate is $280.

In a court filing, Mr. Pankow disclosed that the firm does not
represent any interest adverse to the bankruptcy estate.

Brownstein can be reached through:

     Michael J. Pankow, Esq.
     Samuel M. Kidder, Esq.
     410 17th Street, Suite 2200
     Denver, CO 80202
     Tel: (303) 223-1100
     Fax: (303) 223-1111
     Email: mpankow@bhfs.com
     Email: skidder@bhfs.com

                    About Bakken Income Fund

Bakken Income Fund LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 16-20212) on October 17,
2016.  The petition was signed by Randall Kenworthy, managing
member.  

The case is assigned to Judge Elizabeth E. Brown.

At the time of the filing, the Debtor estimated its assets and
liabilities at $1 million to $10 million.


BASIC ENERGY: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

      Debtor                                         Case No.
      ------                                         --------
      Basic Energy Services, Inc.                    16-12320
         aka BES Holding Co.
      801 Cherry Street, Suite 2100
      Fort Worth, TX 76102

      Basic Energy Services GP, LLC                  16-12321
      Basic Energy Services LP, LLC              16-12322
      Basic Energy Services, L.P.                    16-12323
      Basic ESA, Inc.                                16-12324
      Chaparral Service, Inc.                        16-12325
      SCH Disposal, L.L.C.                           16-12326
      Sledge Drilling Corp.                          16-12327
      Admiral Well Service, Inc.                     16-12328
      Basic Marine Services, Inc.                    16-12329
      JS Acquisition LLC                             16-12330
      Permian Plaza, LLC                             16-12331
      Maverick Coil Tubing Services, LLC             16-12332
      First Energy Services Company                  16-12333
      JetStar Holdings, Inc.                         16-12334
      Xterra Fishing & Rental Tools Co.              16-12335
      Maverick Solutions, LLC                        16-12336
      LeBus Oil Field Service Co.                    16-12337
      Acid Services, LLC                             16-12338
      Taylor Industries, LLC                         16-12339
      Maverick Stimulation Company, LLC              16-12340
      Globe Well Service, Inc.                       16-12341
      JetStar Energy Services, Inc.                  16-12342
      Platinum Pressure Services, Inc.               16-12343
      Maverick Thru-Tubing Services, LLC             16-12344
      MCM Holdings, LLC                              16-12345
      MSM Leasing, LLC                               16-12346
      The Maverick Companies, LLC                    16-12347

Type of Business: Basic Energy Services, Inc., is the indirect
                  parent of a group companies that operate the
                  following businesses: (a) an oilfield services
                  business providing various well site services to
                  over 2,000 land-based oil and natural gas
                  producing companies.  These operations include
                  completion and remedial services, fluid
                  services, well servicing, and contract drilling,
                  and are regionally managed from over 100
                  locations, located in Texas, New Mexico,
                  Oklahoma, Arkansas, Kansas, Louisiana, Wyoming,
                  North Dakota, Colorado, Utah, Montana, West
                  Virginia, California, Ohio, and Pennsylvania;
                  and (b) a design and manufacturing business that

                  sells oilfield equipment for customers
                  worldwide.

Chapter 11 Petition Date: October 25, 2016

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

Judge: Hon. Kevin J. Carey

Debtors'
Delaware
Counsel:      Daniel J. DeFranceschi, Esq.
              Michael J. Merchant, Esq.
              Zachary I. Shapiro, Esq.
              Brendan J. Schlauch, Esq.
              RICHARDS, LAYTON & FINGER, P.A.
              One Rodney Square
              920 North King Street
              Wilmington, Delaware 19801
              Tel: (302) 651-7700
              Fax: (302) 651-7701
              E-mail: defranceschi@rlf.com
                      merchant@rlf.com
                      schlauch@rlf.com
                      shapiro@rlf.com

Debtors'
General
Counsel:      Ray C. Schrock, P.C.
              Ronit J. Berkovich, Esq.
              WEIL, GOTSHAL & MANGES LLP
              767 Fifth Avenue
              New York, New York 10153
              Tel: (212) 310-8000
              Fax: (212) 310-8007
              E-mail: ray.schrock@weil.com
                      ronit.berkovich@weil.com

Debtors'
Financial
Advisor:      MOELIS & COMPANY LLC
              399 Park Avenue, 5th Floor
              New York, NY 10022

Debtors'                 
Claims,                  
Noticing                 
and
Solicitation
Agent:        EPIQ BANKRUPTCY SOLUTIONS, LLC
              777 Third Avenue, 12th Floor
              New York, NY 10017

Total Assets: $1.078 billion as of June 30, 2016

Total Debts: $1.141 billion as of June 30, 2016

The petitions were signed by David C. Johnston, chief restructuring
officer.

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Wilmington Trust, National          7.75% Senior     $500,841,608
Association (in Its                  Notes Due
Capacity As Indenture                  2019
Trustee For The 7.75%
Senior Notes Due 2019)
15950 N. Dallas Parkway, Suite 550
Dallas, TX 75244
Tel: (972) 383-3151
Fax: (302) 651-1981
Email: sgoffinet@wilmingtontrust.net

Wilmington Trust, National            7.75% Senior    $312,295,859
Association (in Its                     Notes Due
Capacity As Indenture                     2022
Trustee For The 7.75%
Senior Notes Due 2022)
15950 N. Dallas Parkway, Suite 550
Dallas, TX 75244
Tel: (972) 383-3151
Fax: (302) 651-1981
Email: sgoffinet@wilmingtontrust.net

Devon Energy Production                 Contractual     $7,050,000
Company, L.P.                         Indemnification
P.O. Box 4616
Tel: (713) 495-7087
Fax: (713) 495-7084

Willis Of Texas, Inc.                    Insurance      $5,500,000
15305 N. Dallas Parkway,                   Claim
Ste. 1100
Attn: Justin Struble
Tel: (972) 385-9800
Email: justin.struble@willistowerswatson.com

Lansing Trade Group LLC                  Trade Debt     $4,773,994
10975 Benson Dr., Suite 400
Overland Park, KS 66210
Attn: Amanda Ravenscraft, Credit Manager
Tel: (913) 748-4378
Fax: (913) 748-3001
Email: aravenscraft@lansingtradegroup.com

East Texas Mack Sales LLC                Trade Debt     $1,939,989
2934 Hwy 31 North
Longview, TX 75603
Attn: David Carroum & Bobby Williams
Tel: (903) 758-9994
Fax: (903) 758-0275
Email: david.carroum@east-texas-mack.com

National Oilwell Varco                   Trade Debt     $1,864,562
7909 Parkwood Circle Drive
Houston, TX 77036
Attn: Clay C. Williams
Tel: (713) 346-7500
Fax: (713) 346-4493

Chemplex Solvay Group                    Trade Debt     $1,600,760
506 County Road 137
Snyder, TX 79549
Attn: Office Of The General Counsel
Tel: (325) 573-7298
Fax: (325) 573-3340
Email: snyder@chemplex.net

James Tyner                                Former       $1,188,744
3313 W. 6th St.                           Employee
Fort Worth, TX 76107                       Deferred
Attn: James Tyner                        Compensation
Email: jetynerjr@gmail.com

West Texas Gas                           Trade Debt       $953,719
211 N. Colorado
Midland, TX 79701
Attn: Office Of The General Counsel
Tel: (432) 682-4349
Fax: (830) 701-3551
Email: ssanders@westtexasgas.com

Reagent Chemical &                       Trade Debt       $629,538
Research, Inc.
1700 S. 20th St.
East Saint Louis, IL 62207
Attn: Josh O'Neill
Tel: (800) 535-9985
Email: joneill@reagentchemical.com

Howard Supply Company                    Trade Debt       $591,410
4100 International Plaza, Suite 850
Fort Worth, TX 76109
Attn: Wayne Moody, CEO
Tel: (817) 529-9950
Fax: (817) 529-8060
Email: internetsales@howard-supply.com

Downhole Chemical                        Trade Debt       $502,829
Solutions LLC
2770 Main Street #161
Frisco, TX 75034
Attn: Wayne Cutrer, CEO
Tel: (469) 466-1100, (337) 654-3966
Fax: (214) 945-5910
Email: info@stimchems.com

Air Liquide Industrial US                Trade Debt       $494,371
12800 West Little York Road
Houston, TX 77041
Attn: Wayne Bohannon, President
Tel: (713) 896-2315, (713) 896-2359
Fax: (713) 896-2332
Email: charles.caristan@airliquide.com

Helmsman Management Svc Inc              Trade Debt       $485,204
P. O. Box 0569
Carol Stream, IL 60132
Attn: John Ledbetter, Sr Account Executive
Tel: (800) 320-7582
Email: john.ledbetter@helmsmantpa.com

Mix Telematics N.A. Inc                   Trade Debt      $451,263
750 Park of Commerce
Blvd., Suite 100
Boca Raton, FL 33487-3611
Attn: Pete Allen
Tel: (877) 585-1088
Fax: (561) 994-3979
Email: pete.allen@mixtelematics.com

Santrol - Division Of Technisand          Trade Debt      $424,731
3 Sugar Creek Center Blvd., Suite 550
Sugar Land, TX 77478
Attn: Jerome Heim
Tel: (713) 234-5450
Fax: (440) 285-0707
Email: jerome.heim@fairmountsantrol.com

Buzzi Unicem USA                          Trade Debt      $387,785
100 Brodhead Road
Bethlehem, PA 18017
Attn: Jeff Seitz
Tel: (800) 541-7734
Fax: (610) 866-9430

Bridgestone                               Trade Debt      $289,334
112 North Plains Hwy.
Denver, CO 79323
Attn: Matt Light
Tel: (806) 592-2152
Email: lightmatt@bfusa.com

Ranger Directional Rentals LLC            Trade Debt     $287,516
700 Northpark Central Dr., Ste 400
Houston, TX 77073
Attn: Office Of The General Counsel
Tel: (832) 680-6217
Email: info@rangerrentals.com

Hill's Specialty Company Inc              Trade Debt     $286,339
3511 Mankins Road
Odessa, TX 79764
Attn: Larry Delbosque
Tel: (432) 367-9381
Fax: (432) 339-9857

Mark Rankin                                 Former       $278,686
420 Throckmorton #200                      Employee
Fort Worth, TX 76102                        Deferred
Attn: Mark Rankin                        Compensation
Email: mark.rankin@basicenergyservices.com

Cemex Inc                                 Trade Debt     $270,137
16501 W. Murphy Street
Odessa, TX 79763
Attn: Office Of The General Counsel
Tel: (432) 385-2800
Fax: (432) 385-2808

Kerr Pumps                                Trade Debt     $250,904
2214 W. 14th Street
Sulphur, OK 73086
Attn: Mark Nowell, Owner
Tel: (580) 622-4207
Fax: (580) 622-4206
Email: info@kerrpumps.com

Hi Crush Partners LP                      Trade Debt     $248,228
Email: customerservice@hicrush.com

Certex USA                                Trade Debt     $246,010

Long String Pipe & Supply LLC             Trade Debt     $242,040
Email: ashleycoats@gulfbank.com

UniFirst Holding LP                       Trade Debt     $232,555
Email: nacsgroup@unifirst.com

Megalodon Services Inc.                   Trade Debt     $221,056
Email: james@megalodonservices.com

Texas Lehigh Cement Co LP                 Trade Debt     $216,284


BASIC ENERGY: Expects Chapter 11 Exit by End of 2016
----------------------------------------------------
Basic Energy Services, Inc., sought Chapter 11 protection on Oct.
25, 2016, has signed with lenders a restructuring support agreement
(the "RSA") that outlines terms of a bankruptcy-exit plan, and
expects to exit bankruptcy by the end of 2016.

Basic Energy on Oct. 23, 2016, entered into a Restructuring Support
Agreement with its secured term loan lenders and certain holders of
its 7.75% senior notes due 2019 (the "2019 Notes") and 7.75% senior
notes due 2022 (the "2022 Notes" and together with the 2019 Notes,
the "Unsecured Notes") to effectuate a proposed prepackaged plan of
reorganization (the "Plan") that will significantly deleverage the
Company's balance sheet and provide the Company with $125 million
of additional liquidity.  

Following extensive negotiation with its key creditors, Basic's
Plan has the support of 100% of its secured term loan lenders and
holders of over 80% of the outstanding 2019 Notes and 2022 Notes.
In addition, the agent for the Company's secured asset-based
lenders, although not a party to the RSA, has been involved in the
negotiations regarding the Plan.

Roe Patterson, Basic's President and CEO, commented, "After careful
consideration, we have taken this difficult but necessary step to
secure a bright future for Basic Energy Services.  This process is
about fixing our capital structure for the long-term to benefit all
of our stakeholders.

"The sharp and prolonged period of depressed commodity prices have
created poor operating conditions in the field and significantly
reduced our operating cash flow.  The actions we have taken,
combined with the support of our existing lenders, will help us
strengthen our balance sheet and position Basic for a sustainable
future to benefit from what we anticipate will be an eventual
recovery in oil and natural gas prices.

"During this process, we anticipate meeting all of our ongoing
obligations to suppliers, customers, employees, and others, as
usual, and we will continue to provide our customers with
dependable, high-quality services, which is the hallmark of our
Company.

"The fundamentals of the business are strong and having access to
new capital will enable us to strengthen our current business
lines, grow organically as opportunities develop and participate in
potential merger and acquisition activities in the future."
Upon effectuation, the consensual financial restructuring would,
among other things:

   -- Amend and restate the terms of the Company's prepetition term
loan outstanding in the principal amount of approximately $165
million to provide for more flexible covenants.

   -- Cancel over $800 million of principal and accrued interest in
outstanding Unsecured Notes.  In exchange, holders of the Unsecured
Notes (collectively, the "Noteholders") will receive 99.5% of
reorganized Basic's equity as of the effective date of the Plan
(the "Effective Date") (which will be 51.2% of the total
outstanding equity in reorganized Basic upon conversion of the
mandatorily convertible notes assuming such conversion occurs 36
months after the Effective Date) and eligible existing Noteholders
will have the opportunity to participate in a rights offering for
$125 million of new mandatorily convertible unsecured notes.  This
new capital commitment will be backstopped pursuant to an agreement
to be entered into by certain supporting Noteholders.

   -- Pay all undisputed customer, employee, vendor and other trade
obligations in full in the ordinary course.

   -- Provide the Company's existing shareholders with a recovery
in the form of 0.5% of reorganized Basic's equity on the Effective
Date (which will be 0.26% of the total outstanding equity in
reorganized Basic upon conversion of the mandatorily convertible
notes assuming such conversion occurs 36 months after the Effective
Date) and 7-year warrants to acquire an additional 6% of total
outstanding equity in reorganized Basic (after giving effect to the
conversion of the mandatorily convertible notes).  Reorganized
Basic equity issued under the management incentive plan and upon
exercise of the warrants will further dilute the equity recovery
for Noteholders and existing shareholders.

All aspects of the Plan remain subject to Bankruptcy court approval
and the satisfaction of conditions set forth in the Plan.

                         $90M of Liquidity

In further support of the restructuring, the Company's secured term
lenders and certain of its Noteholders have committed to provide up
to $90 million of liquidity, in the form of debtor-in-possession
financing, to help maintain the Company's uninterrupted operations
while in chapter 11.

The Company is in active discussions with potential lenders to find
a replacement for its prepetition $100 million asset-based
revolving credit facility, under which no revolving borrowings and
approximately $51 million in contingent letter of credit
obligations are outstanding.  Basic is exploring its options and,
while it can provide no assurances it will find a replacement
facility, it anticipates that it will find one that will further
enhance its capital structure upon emergence.

                    Nov. 29 Deadline for Votes

On Oct. 24, 2016, Basic was set to commence solicitation on the
Plan.  Votes on the Plan must be received by Epiq Corporate
Restructuring, the Company's voting agent, by November 29, 2016,
unless the deadline is extended.  The record date for voting has
been set as Oct. 11, 2016.  Subject to Bankruptcy Court approval of
the Plan and the satisfaction of certain conditions to the Plan and
related transactions, the Company expects to exit chapter 11 before
the end of 2016.  There can be no assurances that the Plan will be
approved or confirmed pursuant to the Bankruptcy Code.

The Company recommends that its creditors, including Noteholders,
refer to the information in the Company's Disclosure Statement,
which attaches a copy of the Plan.  Information contained in the
Disclosure Statement is subject to change, whether as a result of
amendments, actions of third parties or otherwise.

                           Advisors

Weil, Gotshal & Manges LLP is acting as legal counsel, Moelis &
Company LLC is acting as investment banker, and AP Services, LLC is
acting as restructuring advisors to the Company in connection with
its restructuring efforts.  Fried, Frank, Harris, Shriver &
Jacobson LLP is acting as legal counsel and GLC Advisors & Co., LLC
is acting as investment banker to certain supporting Noteholders.
Davis Polk & Wardwell LLP is acting as legal counsel and PJT
Partners Inc. is acting as investment banker to the secured term
loan lenders.  Vinson & Elkins LLP is acting as legal counsel to
the asset-based lenders.

                     About Basic Energy Services

Forth Worth, Texas-based Basic Energy Services, Inc. (NYSE: BAS) --
http://www.basicenergyservices.com/-- provides well site services
essential to maintaining production from the oil and gas wells
within its operating area.  The Company employs over 3,500
employees in more than 100 service points throughout the major oil
and gas producing regions in Texas, Louisiana, Oklahoma, New
Mexico, Arkansas, Kansas, California and the Rocky Mountain and
Appalachian regions.

Basic Energy Services and certain subsidiaries filed voluntary
petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 16-12320) on Oct. 25, 2016, to pursue a prepackaged
plan of reorganization in accordance with a restructuring support
agreement with creditors.

Basic Energy reported a net loss of $242 million in 2015 compared
to a net loss of $8.34 million in 2014.  

As of June 30, 2016, Basic Energy had $1.07 billion in total
assets, $1.14 billion in total liabilities, and a $62.4 million
total stockholders' deficit.


BASIC ENERGY: Prepack Ch.11 to Cut Debt by $650+ Mil.
-----------------------------------------------------
Basic Energy Services, Inc. and certain subsidiaries on Oct. 25
filed voluntary petitions under Chapter 11 of the United States
Bankruptcy Code in the Bankruptcy Court for the District of
Delaware to pursue a prepackaged plan of reorganization in
accordance with its previously announced restructuring support
agreement with creditors to effectuate a comprehensive balance
sheet restructuring that is

The Company's Chapter 11 Case is being administered under the
caption In re Basic Energy Services, Inc. (Case No. 16-12320). The
Debtors have filed a motion with the Court seeking to administer
all of the Debtors' Chapter 11 Cases jointly under the caption In
re Basic Energy Services, Inc., et al. No trustee has been
appointed, and the Debtors will continue to operate their
businesses as "debtors in possession" under the jurisdiction of the
Court and in accordance with the applicable provisions of the
Bankruptcy Code and orders of the Court. Basic expects to continue
its operations without interruption during the pendency of the
Chapter 11 Cases.

The subsidiary Debtors in the Chapter 11 Cases are Basic Energy
Services GP, LLC; Basic Energy Services LP, LLC; Basic Energy
Services, L.P.; Basic ESA, Inc.; Chaparral Service, Inc.; SCH
Disposal, L.L.C.; Sledge Drilling Corp.; Admiral Well Service,
Inc.; Basic Marine Services, Inc.; JS Acquisition LLC; Permian
Plaza, LLC; Maverick Coil Tubing Services, LLC; First Energy
Services Company; JetStar Holdings, Inc.; Xterra Fishing & Rental
Tools Co.; Maverick Solutions, LLC; LeBus Oil Field Service Co.;
Acid Services, LLC; Taylor Industries, LLC; Maverick Stimulation
Company, LLC; Globe Well Service, Inc.; JetStar Energy Services,
Inc.; Platinum Pressure Services, Inc.; Maverick Thru-Tubing
Services, LLC; MCM Holdings, LLC; MSM Leasing, LLC; and The
Maverick Companies, LLC.

                    RSA and Prepackaged Plan

The RSA and Prepackaged Plan provides for a substantial
deleveraging transaction pursuant to which Basic will meaningfully
improve its balance sheet by equitizing over $800 million of its
existing unsecured bond obligations and will substantially bolster
its liquidity position through a $125 million rights offering for
mandatorily convertible debt, to be backstopped by certain
unsecured noteholders.  The restructuring proceedings is expected
to reduce debt by more than $650 million.

Basic's prepetition secured term loan lenders and certain of its
unsecured bondholders have also agreed, subject to the Court's
approval, to provide a $90 million debtor-in-possession credit
facility to help fund the costs of the restructuring.

Basic's creditors throughout its capital structure overwhelmingly
support the restructuring. Pursuant to the RSA, 100% of Basic's
prepetition secured term loan lenders and holders of over 80% of
its 7.75% senior notes due 2019 and 7.75% senior notes due 2022
have agreed to vote in favor of the Prepackaged Plan.

The Company began the solicitation of votes on the Prepackaged Plan
prior to filing its petition and currently estimates that it will
emerge from the Chapter 11 reorganization before the end of 2016.

                       Business as Usual

Basic will continue to operate the business as
debtors-in-possession under the jurisdiction of the Bankruptcy
Court and fully expects to continue existing operations and
maintain staffing and equipment as normal throughout the
court-supervised financial restructuring process. Basic has filed a
series of motions with the Bankruptcy Court requesting authority to
continue normal operations, including requesting Bankruptcy Court
authority to continue paying employee wages and salaries and
providing employee benefits without interruption. The Company
continues to work closely with its suppliers and partners to ensure
it meets ongoing obligations and business continues uninterrupted.

Roe Patterson, Basic's President and Chief Executive Officer
commented, "After much thought, we decided that Chapter 11
proceedings were necessary to create financial stability which will
allow Basic to be a formidable competitor during the cyclical
nature of our industry.

"Throughout the Chapter 11 process, we anticipate meeting ongoing
obligations to our employees, customers, vendors and suppliers, and
others. We will continue to provide our customers with the
dependable, high-quality services which Basic is known for."

To support and effect the restructuring, Basic has retained Weil,
Gotshal & Manges LLP as legal counsel and Moelis & Company as
financial advisor.

Additionally, the Company engaged David Johnston of AP Services,
LLC (and a Managing Director at AlixPartners LLP) as Chief
Restructuring Officer. Mr. Johnston is supported by a team
including Charles Braley and Brian Huffman as Senior Vice President
and Vice President of Restructuring, respectively.

The RSA anticipates that the restructuring would be implemented
through the Prepackaged Plan, which remains subject to Bankruptcy
Court approval and the satisfaction of conditions laid out in the
Prepackaged Plan.

                         Event of Default

The filing of the Bankruptcy Petitions constitutes an event of
default that accelerated the Company's obligations under the
following debt instruments:

     -- Term Loan Credit Agreement dated as of February 17, 2016,
as amended, by and among Basic, as borrower, the lenders party
thereto and U.S. Bank National Association, as administrative
agent;

     -- Amended and Restated Credit Agreement dated as of November
26, 2014, as amended, by and among Basic, as borrower, the lenders
party thereto and Bank of America, N.A., as administrative agent,
swing line lender and l/c issuer;

     -- Indenture dated as of October 16, 2012, among the Company,
as issuer, the guarantors named therein and Wilmington Trust,
National Association, as successor trustee; and

     -- Indenture dated as of February 15, 2011, as amended, among
the Company, as issuer, the guarantors named therein and Wilmington
Trust, National Association, as successor trustee.

     -- The Debt Instruments provide that as a result of the
commencement of the Chapter 11 Cases, the principal and accrued
interest due thereunder shall be immediately due and payable. Any
efforts to enforce such payment obligations under the Debt
Instruments are automatically stayed as a result of the filing of
the Bankruptcy Petitions, and the holders' rights of enforcement in
respect of the Debt Instruments are subject to the applicable
provisions of the Bankruptcy Code.

                     About Basic Energy Services

Forth Worth, Texas-based Basic Energy Services, Inc. (NYSE: BAS) --
http://www.basicenergyservices.com/-- provides well site services
essential to maintaining production from the oil and gas wells
within its operating area.  The Company employs over 3,500
employees in more than 100 service points throughout the major oil
and gas producing regions in Texas, Louisiana, Oklahoma, New
Mexico, Arkansas, Kansas, California and the Rocky Mountain and
Appalachian regions.


BASIC ENERGY: Terms of Joint Prepackaged Chapter 11 Plan
--------------------------------------------------------
Pursuant to the Restructuring Support Agreement, Basic Energy
Services, Inc. and certain of its subsidiaries commenced
solicitation on October 24, 2016, with respect to their Proposed
Joint Prepackaged Chapter 11 Plan of Reorganization.

In connection with the commencement of the Solicitation, the
Disclosure Statement was distributed to certain creditors of the
Company. Included in the Disclosure Statement is a proposed form of
Prepackaged Plan. The Prepackaged Plan, which is subject to
approval of the United States Bankruptcy Court for the District of
Delaware, anticipates that, among other things, on the effective
date of the Prepackaged Plan:

     -- The existing shares of Basic will be cancelled, and
reorganized Basic Energy Services, Inc. will issue (i) new common
shares and (ii) seven-year warrants entitling their holders upon
exercise thereof, on a pro rata basis, to 6% of the total
outstanding New Common Shares -- after giving effect to the
conversion of the New Convertible Notes -- at a per share price
based upon a total equity value of $1,789,000,000 of the
reorganized Company;

     -- In connection with a rights offering, which shall be open
to participation by eligible holders of the Company's 2019 Notes
and 2022 Notes and backstopped by certain supporting holders of
Unsecured Notes, the Company will issue 9% PIK interest unsecured
notes due 2019 in the aggregate principal amount as of
$131,250,000, mandatorily convertible within 36 months or sooner
upon the occurrence of certain events;

     -- The Company's Amended and Restated Credit Agreement, dated
as of November 26, 2014, as amended will be amended or restated or
replaced with similar financing;

     -- The Company's Term Loan Credit Agreement, dated as of
February 17, 2016, will be amended and restated on identical terms,
subject to certain agreed upon changes set forth in the Prepackaged
Plan, and the lenders under the Term Loan Agreement have agreed
under the Prepackaged Plan to waive payment of the Applicable
Premium (as such term is defined in the Term Loan Agreement)
triggered by the Chapter 11 filing;

     -- The Unsecured Notes will be cancelled and discharged and
the holders of those Unsecured Notes will receive New Common Shares
representing, in the aggregate, 99.5% of the New Common Shares
issued on the Effective Date, and which upon conversion of the New
Convertible Notes (assuming such conversion occurs 36 months after
the Effective Date) will comprise 51.22% of the total outstanding
New Common Shares (in each case subject to dilution by the proposed
management incentive plan and the New Common Shares issued upon
exercise of the Warrants). Eligible holders of Unsecured Notes will
also receive 100% of the subscription rights to acquire
$125,000,000 in New Convertible Notes in accordance with Rights
Offering procedures to be approved by the Court;

     -- Each holder of existing equity interests in the Company
will receive its pro rata share of (i) New Common Shares
representing, in the aggregate, 0.5% of the New Common Shares
issued on the Effective Date, and which upon conversion of the New
Convertible Notes (assuming such conversion occurs 36 months after
the Effective Date) will comprise 0.26% of the total outstanding
New Common Shares (in each case subject to dilution by the proposed
management incentive plan and the New Common Shares issued upon
exercise of the Warrants) and (ii) the Warrants; and

     -- Holders of allowed claims arising under the Company's
proposed DIP facility, administrative expense claims, priority tax
claims, other priority claims, other secured claims and general
unsecured creditors of the Company will receive in exchange for
their claims payment in full in cash or otherwise have their rights
unimpaired under Title 11 of the United States Code.

A copy of the Disclosure Statement explaining the Prepack Plan is
available at https://is.gd/IJUxCK

                     About Basic Energy Services

Forth Worth, Texas-based Basic Energy Services, Inc. (NYSE: BAS) --
http://www.basicenergyservices.com/-- provides well site services
essential to maintaining production from the oil and gas wells
within its operating area.  The Company employs over 3,500
employees in more than 100 service points throughout the major oil
and gas producing regions in Texas, Louisiana, Oklahoma, New
Mexico, Arkansas, Kansas, California and the Rocky Mountain and
Appalachian regions.

Basic Energy Services and certain subsidiaries filed voluntary
petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 16-12320) on Oct. 25, 2016, to pursue a prepackaged
plan of reorganization in accordance with a restructuring support
agreement with creditors.


BASIC ENERGY: Terms of Proposed Backstop Agreement
--------------------------------------------------
Basic Energy Services, Inc., anticipates that it will enter into a
backstop agreement on or before Oct. 26, 2016, pursuant to which
the parties identified on the signature pages thereto will agree to
backstop a rights offering.  

In connection with the Rights Offering, which shall be open to
participation by eligible holders of the Company's 2019 Notes and
2022 Notes and backstopped by certain supporting holders of
Unsecured Notes, the Company will issue 9% PIK interest unsecured
notes due 2019 in the aggregate principal amount as of
$131,250,000, mandatorily convertible within 36 months or sooner
upon the occurrence of certain events.

Pursuant to the Backstop Commitments, it is expected that each of
the Investors, severally and not jointly, will agree to fully
participate in the Rights Offering and purchase the New Convertible
Notes in accordance with the percentages set forth in the Backstop
Agreement (the "Investor Percentages") to the extent unsubscribed
under the Rights Offering. To compensate the Investors for the risk
of their undertakings in the Backstop Agreement and as
consideration for the Backstop Commitments, Basic plans to pay the
Investors, subject to approval by the Court, in the aggregate, on
the Plan Effective Date, a backstop put premium in an amount equal
to five percent of the aggregate amount of the Rights Offering, in
the form of $6.25 million aggregate principal amount of New
Convertible Notes.

The Backstop Agreement will be terminable by Basic and/or the
Requisite Investors under several conditions. The termination
provisions include, among others, (i) the termination of the RSA,
(ii) failure to meet certain milestone dates consistent with the
RSA, or (iii) a material breach by either Basic or one or more of
the Investors of any of the respective party's undertakings,
representations, warranties or covenants set forth in the Backstop
Agreement that remains uncured for five business days after the
breaching party receives written notice of such breach from the
non-breaching party.

Basic may be required to pay a termination fee in the amount of
$6.25 million to non-defaulting Investors if the Backstop Agreement
is terminated as a result of the board exercising its fiduciary
duties and terminating the RSA, the Court enters an order refusing
to confirm the Prepackaged Plan or an injunction is issued against
consummation of the transaction. There will be no over-subscription
privilege in the Rights Offering.

All questions relating to the Rights Offering Procedures, other
documents associated with the Rights Offering, or the requirements
to participate in the Rights Offering should be directed to Epiq
Systems, the subscription agent retained by the Debtors at:

     Epiq Corporate Restructuring
     777 Third Avenue, 12th Floor
     York, New York, 10017
     Basic Energy Processing
     Tel: (866) 734-9393 or (646) 282-2500

The Backstop Investors are represented by:

     Brad Eric Scheler, Esq.
     Peter Siroka, Esq.
     Josh Wechsler, Esq.
     Fried, Frank, Harris, Shriver & Jacobson LLP
     One New York Plaza
     York, New York 10004
     Fax: (212) 299-6650
     E-mail: Brad.Eric.Scheler@friedfrank.com
             Peter.Siroka@friedfrank.com
             Joshua.Wechsler@friedfrank.com

                     About Basic Energy Services

Forth Worth, Texas-based Basic Energy Services, Inc. (NYSE: BAS) --
http://www.basicenergyservices.com/-- provides well site services
essential to maintaining production from the oil and gas wells
within its operating area.  The Company employs over 3,500
employees in more than 100 service points throughout the major oil
and gas producing regions in Texas, Louisiana, Oklahoma, New
Mexico, Arkansas, Kansas, California and the Rocky Mountain and
Appalachian regions.

Basic Energy Services and certain subsidiaries filed voluntary
petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 16-12320) on Oct. 25, 2016, to pursue a prepackaged
plan of reorganization in accordance with a restructuring support
agreement with creditors.


BASIC ENERGY: Terms of Restructuring Support Agreement
------------------------------------------------------
Basic Energy Services, Inc. and certain of its subsidiaries on
October 23, 2016, entered into a Restructuring Support Agreement
with:

     -- 100% of the lenders under Basic's Term Loan Credit
Agreement, and

     -- holders of over 80% of Basic's 7.75% Senior Notes due 2019
and Basic's 7.75% Senior Notes due 2022.

Under the RSA, each of the Required Restructuring Support Parties
agreed to, among other things: (i) vote any claim it holds against
the Debtors to accept the proposed Joint Prepackaged Chapter 11
Plan of the Debtors and not (a) change or withdraw (or cause to be
changed or withdrawn) its vote to accept the Prepackaged Plan, (b)
object to, delay, impede, or take any other action to interfere
with, delay, or postpone acceptance, consummation, or
implementation of the Prepackaged Plan, or (c) propose, file,
support, or vote for any restructuring, sale of assets, workout, or
plan of reorganization of the Debtors other than the Prepackaged
Plan and (ii) subject to certain exceptions, limit its ability to
transfer the indebtedness it holds.

Under the RSA, the Debtors agreed to, among other things:

     (i) take all reasonably necessary and proper action and use
reasonable best efforts to consummate the Debtors' restructuring in
accordance with the RSA;

    (ii) use reasonable best efforts to meet the milestones set
forth in the RSA;

   (iii) act in good faith and use reasonable best efforts to
support and complete successfully the related solicitation of votes
to obtain sufficient acceptances of the Prepackaged Plan;

    (iv) use reasonable best efforts to obtain any and all required
regulatory approvals and third-party approvals of the Debtors'
restructuring;

     (v) not directly or indirectly seek or solicit any discussions
relating to, or enter into any agreements relating to, any
alternative proposals;

    (vi) not take any actions inconsistent with the RSA and any
other related documents executed by the Debtors;

   (vii) provide draft copies of all material motions,
applications, or other documents that the Debtors intend to file
with the Court to the Required Restructuring Support Parties'
counsel at least three calendar days prior to the date when the
Debtors intend to file such document, or as soon as reasonably
practicable, but in no event later than one business day, where
three calendar days' notice is not reasonably practicable; and

  (viii) support and take all actions that are necessary and
appropriate to facilitate approval of the disclosure statement
related to the Solicitation, confirmation of the Prepackaged Plan
and consummation of the Debtors' restructuring in accordance with
the RSA.

The RSA is terminable by the Required Restructuring Support Parties
or the Debtors under certain conditions. The termination provisions
include the failure of a backstop agreement to be effective in
accordance with its terms or the termination of such backstop
agreement, as well as several milestone dates, including, among
other things, with respect to:

     (i) a failure by the Debtors to commence the Solicitation;

    (ii) a failure by the Debtors to commence chapter 11
proceedings and file the Prepackaged Plan and the Disclosure
Statement;

   (iii) a failure by the Court to enter an order approving the
Disclosure Statement; and

    (iv) a failure by the Court to enter an order confirming the
Prepackaged Plan.

The RSA and the obligations of all parties thereto may be
terminated by mutual agreement by the Debtors and the Required
Restructuring Support Parties.

A copy of the RSA is attached as exhibit to the Disclosure
Statement explaining the Prepack Plan.  A copy of the Disclosure
Statement is available at https://is.gd/IJUxCK

                     About Basic Energy Services

Forth Worth, Texas-based Basic Energy Services, Inc. (NYSE: BAS) --
http://www.basicenergyservices.com/-- provides well site services
essential to maintaining production from the oil and gas wells
within its operating area.  The Company employs over 3,500
employees in more than 100 service points throughout the major oil
and gas producing regions in Texas, Louisiana, Oklahoma, New
Mexico, Arkansas, Kansas, California and the Rocky Mountain and
Appalachian regions.

Basic Energy Services and certain subsidiaries filed voluntary
petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 16-12320) on Oct. 25, 2016, to pursue a prepackaged
plan of reorganization in accordance with its restructuring support
agreement with creditors.


BRAND ENERGY: S&P Revises Outlook to Stable & Affirms 'B' CCR
-------------------------------------------------------------
S&P Global Ratings said that it has revised its outlook on
Kennesaw, Ga.-based Brand Energy & Infrastructure Services to
stable from negative and affirmed all of its ratings on the
company, including S&P's 'B' corporate credit rating.

"The outlook revision reflects the company's improved operating
performance despite the negative impact of low oil prices and
foreign-exchange volatility on its operations," said S&P Global
credit analyst Christina Mcgovern.  Last year these challenges
weakened Brand Energy's credit measures by more than S&P had
previously expected, leading its adjusted leverage to increase to
over 6x.  However, while Brand Energy continues to face similar
headwinds in 2016, the company has been able to mitigate the impact
of the depressed oil prices and foreign-currency volatility on its
operations, which has allowed it to increase its revenue by the
single digit percent area and generate positive free cash flow.
S&P expects Brand Energy's EBITDA margins to modestly improve as
the company benefits from the various cost-savings initiatives that
management has put in place.  S&P believes that these factors will
put the company on a path to reducing its leverage to approach 6x
over the next 12 months.

The stable outlook on Brand Energy reflects S&P's expectation that
its adjusted leverage will decline to approach 6x over the next 12
months.  S&P expects that the company will maintain EBITDA margins
in the low-double digit percent range, reflecting its ability to
somewhat mitigate the impact of low oil prices and foreign-exchange
volatility on its operations.  S&P also expects the company to
continue to generate positive free cash flow, with a
FOCF-to-adjusted debt ratio in the low-single digit percent range,
over the forecast period.

S&P could lower its rating on Brand Energy if it appears likely
that the company's FOCF will remain negative over a sustained
period of weaker earnings and higher-than-expected working capital
investment.  This would likely coincide with extended periods
during which the company's leverage metric would remain at more
than 6.5x due to the pressure on its EBITDA margins from the
current operating environment.  This could occur if the company's
end markets become weaker than S&P expects for a prolonged period,
causing Brand Energy's customers to delay their maintenance work
over the near term, or if Brand Energy loses multiple maintenance
projects altogether.

S&P considers an upgrade unlikely over the next 12 months given
S&P's belief that Brand Energy's financial policies will continue
to remain aggressive under its financial sponsor.  However, S&P
could raise the rating if it believes that the company could
sustain a FOCF-to-debt ratio of greater than 5%, maintain debt
leverage of less than 5x, and S&P believes that the risk of it
taking on additional debt is low.


CAESARS ENTERTAINMENT: US Trustee Raises Concern Over $5-Bil. Deal
------------------------------------------------------------------
The American Bankruptcy Institute, citing Tracy Rucinski of
Reuters, reported that a lawyer for the U.S. government's
bankruptcy watchdog raised concerns in court over Caesars
Entertainment Corp's (CZR.O) $5 billion creditor deal to push its
main unit out of Chapter 11, even as hold-out creditors appeared
closer to backing the agreement.

According to the report, Caesars Entertainment Operating Co Inc.
filed for bankruptcy in January 2015 amid allegations by creditors
that its parent had looted the unit of its best assets, leaving it
with $18 billion of debt.

Las Vegas-based Caesars reached an agreement with creditors in
September that includes a $5 billion contribution to CEOC's
reorganization plan in exchange for releases from billions of
dollars in legal claims, the report related.

Even though most of the creditors have agreed to drop their
allegations against Caesars, the U.S. bankruptcy code holds that
any deal must adhere to the law, Denise Delaurent, an attorney with
the U.S. Trustee, said at an Illinois court hearing, the report
further related.

She said her office was reviewing fees and aspects of the deal that
released some parties from lawsuits, the report cited.  "From our
perspective even if everyone comes to an agreement, it might still
violate the law," she said at the hearing.

                   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).


CARLBROOK SCHOOL: Panel Hires McDonnell Crowley as Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors of The Carlbrook
School, LLC seeks authorization from the U.S. Bankruptcy Court for
the Western District of Virginia to retain McDonnell Crowley LLC as
special litigation counsel to the Committee.

The professional services that McDonnell Crowley will be required
to render will include investigating and, if appropriate, pursuing
claims and causes of action held by the Debtor's estate against
third parties and its current or former officers, directors, and
other insiders or affiliates, that may include, but not limited to,
pursing the turnover and liquidation of potential outstanding
amounts owed the estate and review, analysis and prosecution and
liquidating of other potential assets of the estate as set forth in
actions arising under Chapter 5 of the Bankruptcy Code and related
claims/causes of action.

McDonnell Crowley agreed to be compensated for its services on a
fully contingent basis. In consideration for the risk that
McDonnell Crowley is undertaking by working on a contingent basis,
the Committee has agreed to pay McDonnell Crowley 40% of any Gross
Recoveries obtained for the Debtor's estate, subject to approval by
the Court.

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

Brian T. Crowley, partner of McDonnell Crowley, 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.

McDonnell Crowley can be reached at:

       Brian T. Crowley, Esq.
       John M. McDonnell, Esq.
       MCDONNELL CROWLEY, LLC
       115 Maple Avenue
       Red Bank, NJ 07701
       Tel: (732) 383-7233
       E-mail: bcrowley@mchfirm.com
               jmcdonnell@mchfirm.com

                  About The Carlbrook School

The Carlbrook School, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W. D. Va. Case No. 16-60268) on
February 17, 2016.  The petition was signed by Justin J. Merritt,
managing member of Education Management Services, LLC, manager of
The Carlbrook School, LLC.  

The case is assigned to Judge Paul M. Black.

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


CARMIKE CINEMAS: S&P Affirms 'B+' CCR, Off CreditWatch Neg.
-----------------------------------------------------------
S&P Global Ratings said that it removed its ratings on
Georgia-based Carmike Cinemas Inc. from CreditWatch, where S&P had
placed them with negative implications on March 7, 2016.  At the
same time, S&P affirmed its ratings on the company, including the
'B+' corporate credit rating.  The rating outlook is stable.

"The affirmation and CreditWatch action reflects our view that
Carmike being acquired by AMC will result in it being part of a
company with increased size, scale, and geographic diversification,
which will improve our assessment of its business risk profile,"
said S&P Global Ratings' credit analyst Jawad Hussain.  In addition
to Carmike, AMC is simultaneously acquiring Odeon & UCI Cinemas
Group Ltd.  Although S&P expects that pro forma leverage will
increase to the mid-5x area as of June 30, 2016, S&P also expects
leverage to moderate to below 5x by 2018 as the combined company
(AMC, Carmike, and Odeon) realizes the benefits of its larger size
and scale, and invests in re-seating and enhanced food and beverage
initiatives across the Carmike and Odeon theater circuits, which
should result in attendance and revenue growth that outpaces the
industry's and improved operating margins.

S&P's corporate credit rating on Carmike reflects the combined
company's position, on a pro forma basis, as the largest motion
picture exhibitor in the U.S. and globally.  The combined company's
size and breadth is tempered by the movie exhibition industry's
maturity and volatility.  The rating also takes into account the
significant execution risk inherent in the combination of three
separate companies and implementing customer engagement initiatives
in new markets and geographies.

"The stable rating outlook on Carmike reflects our expectation that
the company will successfully integrate with both AMC and Odeon
during the next two years, while reducing its adjusted leverage to
below 5x by 2018 and maintaining adequate liquidity," said Mr.
Hussain.

S&P could lower the corporate credit rating if Carmike isn't
successfully integrated with AMC and Odeon and its adjusted
leverage remains above the low-5x area beyond 2018.  A downgrade
could also occur if the combined company doesn't realize
significant returns on investments in its customer engagement
initiatives at Carmike and Odeon, resulting in EBITDA margin
deterioration and discretionary cash flow approaching break-even
levels.

Although unlikely over the next two years, S&P could raise the
rating if the combined company is able to meaningfully increase its
operating margins to a level more in line with its rated peers', if
it consistently generates meaningfully positive discretionary cash
flow, and if it maintains leverage below 4.5x, despite volatility
in box office performance.  An upgrade would also entail the
combined company committing to a more conservative financial
policy, especially in light of its majority ownership by Dalian
Wanda Group Corp. Ltd.


CATARINA CONSTRUCTION: Wants Authorization to Use Cash Collateral
-----------------------------------------------------------------
Catarina Construction, LLC, asks the U.S. Bankruptcy Court for the
Western District of Texas for authorization to use cash
collateral.

The cash collateral consists of the cash and receivables generated
from the Debtor's business.

The Debtor intends to use cash collateral to pay for the Debtor's
normal, necessary, and appropriate expenses, which include employee
salaries, rent, taxes and insurance, professional fees and
quarterly fees to the U.S. Trustee.

The Debtor believes that the creditors who assert or may assert a
lien on the cash collateral are: People's United Equipment Finance
Corporation, Plains Capital Bank, Caterpillar Financial Services
Corporation, and Mazon Associates, Inc., Construction Equipment
Company, Commercial Credit Group, Inc., and Holt Cat.  

The Debtor relates that several of its subcontractors may of the
Debtor’s subcontractors may claim a collateral interest in the
cash collateral or that payments due to the Debtor are construction
trust funds under Texas Property Code Section 162.001.  These
subcontractors include Lockhart Excavation, LLC, Forterra, Custom
Trench, Inc., Melendrez Trucking, LLC and United Rentals.

The Debtor proposes to grant all secured creditors with an
administrative claim and replacement liens upon any post-petition
receivables, and other proceeds of their prepetition collateral, to
the same extent and priority in such collateral as existed as of
the Petition Date.

A full-text copy of Debtor's Motion, dated Oct. 21, 2016, is
available at
http://bankrupt.com/misc/CatarinaConstruction2016_1611209hcm_10.pdf

                 About Catarina Construction

Catarina Construction, LLC filed a chapter 11 petition (Bankr. W.D.
Tex. Case No. 16-11209) on Oct. 17, 2016.  The petition was signed
by Erik White, chief restructuring officer.  The Debtor is
represented by Kell C. Mercer, Esq., at Kell C. Mercer, PC.  The
case is assigned to Judge Christopher H. Mott.  The Debtor
estimated assets and liabilities at $1 million to $10 million at
the time of the filing.

The Debtor provides general contracting, wet utilities (water and
wastewater lines) construction services, dry utilities (electric
and telephone) construction services, heavy construction, and site
preparation work in central Texas.


CESAR CHAVEZ SCHOOL: S&P Cuts Rating on 2011 Revenue Bonds to BB
----------------------------------------------------------------
S&P Global Ratings lowered its rating two notches to 'BB' from
'BBB-' on the District of Columbia's series 2011 tax-exempt
fixed-rate revenue bonds, issued for Cesar Chavez Public Charter
School. The outlook is negative.

"The downgrade reflects our concern over Chavez School's charter
stability given its failure to meet academic performance goals that
satisfy the provisions of its charter agreement," said S&P Global
Ratings credit analyst Melissa Brown.  In S&P's opinion, the
continued academic performance issues increase the uncertainty
regarding charter continuance given the authorizer's consistent
concerns with academic performance over the past few school years.
S&P is also concerned that the academic underperformance and
increased charter uncertainty may weaken enrollment, and likely
financial operations, which are already strained by an unexpected
decline in students for fall 2016, and increased competition in the
local area due to the opening of additional charter schools.

"The negative outlook indicates that these factors could result in
further downgrade based on the future actions of the authorizer,"
said Ms. Brown.  "Should the authorizer revoke the Chavez School's
charter or close individual campuses, affecting financial
operations in such a way that directly weakens the school's ability
to pay debt service or to meet its bond covenants, we would take
additional negative rating action."

In 2015, the District of Columbia Charter School Board expressed
concerns over the weakening academic performance of Chavez School's
Parkside middle school campus.  As of October 2016, the authorizer
has published its school quality reports for its elementary and
middle school levels.  These reports indicate that Chavez Prep and
Parkside middle school fell below its minimum threshold of 43% as
obligated within its charter agreement.  Since Chavez School will
be reviewed in 2018, the academic pressures pose additional risk
for the rating in S&P's opinion.

In addition, the Chavez School experienced a few years of weakened
operating performance and enrollment pressures that led to a
coverage covenant violation in the fiscal year ended June 30, 2014.
Within the past two years, the board has hired new senior
management to improve operating performance.  The charter school
reported positive operations for the most recent audited year ended
(June 30) 2015 and expects to report similar results for fiscal
2016.  While operational performance has improved, a 10.5%
enrollment decline for fall 2016 could pressure financial
performance if management is not able to significantly reduce
expenses.


CHANNEL TECHNOLOGIES: Blue Wolf DIP Loan Has Interim Approval
-------------------------------------------------------------
Judge Peter H. Carroll of the U.S. Bankruptcy Court for the Central
District of California authorized Channel Technologies Group, LLC,
to obtain postpetition financing from Blue Wolf Capital Fund, II,
L.P. and use cash collateral.

The Debtor is indebted to Blue Wolf Capital Fund in the amount of
$2,860,000, plus accrued and accruing interest, costs, expenses,
fees and other charges.  Blue Wolf Capital Fund was granted
security interests and Liens in and upon substantially all of the
Debtor's personal property.

The Debtor sought approval to obtain extensions of credit from Blue
Wolf Capital Fund, on a priming senior secured, term basis, in an
aggregate principal amount not to exceed $5,000,000.

Judge Carroll acknowledged that an immediate need exists for the
Debtor to obtain funds from the DIP Facility in order to continue
operations and to administer and preserve the value of its estate.
He further acknowledged that the ability of the Debtor to finance
its operations, to preserve and maintain the value of the Debtor's
assets, and to maximize a return for all creditors requires the
availability of working capital from the DIP Facility, the absence
of which would immediately and irreparably harm the Debtor, its
estate, creditors, equity holders, and the possibility for a
successful reorganization or sale of the Debtor's assets.

The Debtor is authorized to borrow up to a total committed amount
of $1,250,000 for the interim period.

The approved Budget covers the period beginning with the week
ending Oct. 14, 2016 and ending with the week ending Feb. 3, 2017.
The Budget provides for total disbursements in the amount of
$8,177,228.

The proceeds of the DIP Facility will be used will be used solely
to:

     (a) pay costs, expenses, and fees of the DIP Lender in
connection with the preparation, negotiation, execution, and
delivery of the DIP Financing Agreement and the other DIP Loan
Documents and in connection with the Chapter 11 case; and

     (b) for general operating and working capital purposes, for
the payment of transaction expenses, for the payment, or escrow, as
applicable, of fees, expenses, and costs, including, but not
limited to, professional fees, incurred by the Debtor in connection
with the Chapter 11 Case, and other proper corporate purposes of
the Debtor not otherwise prohibited by the terms hereof for working
capital, capital expenditures, and other lawful corporate purposes
of the Debtor.

Blue Wolf Capital Fund is granted priming first priority,
continuing, valid, binding, enforceable, non-avoidable, and
automatically perfected postpetition security interests and Liens
senior and superior in priority to all other secured and unsecured
creditors of the Debtor and its estate, upon any and all current
and future real or personal property or assets of the Debtor.

Blue Wolf Capital Fund is also granted a superpriority expense
claim with priority in the Chapter 11 Case over all administrative
expense claims and unsecured claims against the Debtor and its
estate.

Judge Carroll held that Blue Wolf Capital Fund will receive the
following adequate protection:

     (a) additional and replacement security interests and liens in
the Debtor's postpetition assets to the same extent and with the
same priority as were held by Blue Wolf Capital Fund in the
prepetition collateral, subject to the Carve-Out, the DIP Liens
securing the DIP Facility, and the permitted prior liens; and

     (b) an allowed superpriority administrative expense claim,
which will have priority in the Chapter 11 case over all
administrative expenses, subject to the DIP Liens, the DIP
Superpriority Claim and the Carve-Out.

The Carve-Out consists of:

     (1) unpaid fees of the Clerk of the Court and of the U.S.
Trustee pursuant;

     (2) unpaid fees and expenses of the professionals of the
Debtor and any official committee of unsecured creditors retained
by an order of the Court, incurred prior to written notice by the
DIP Lender to the Debtor and its counsel of the occurrence of an
Event of Default, to the extent such fees and expenses are (a)
within the amounts set forth in the Budget approved by the DIP
Lender for such period, (b) subsequently allowed by the Court, and
(c) not otherwise payable from retainers or any professional
expense escrow account established by the Debtor; and

     (3) fees and expenses of the Professionals incurred after the
Trigger Date in an aggregate amount not to exceed $100,000, to the
extent such fees and expenses are (a) subsequently allowed by the
Court, and (b) not otherwise payable from retainers or any
professional expense escrow account established by the Debtor.

Judge Carroll held that Blue Wolf Capital Fund will receive
additional adequate protection in the form of the current payment
of the reasonable documented out-of-pocket costs and expenses of
its financial advisors and attorneys.  

The final hearing on the Debtor's Motion is scheduled on Nov. 9,
2016 at 10:00 a.m.  The deadline for the filing of objections to
the Debtor's Motion is set on Nov. 2, 2016 at 12:00 p.m.

A full-text copy of the Interim Order, dated Oct. 21, 2016, is
available at
http://bankrupt.com/misc/ChannelTechnologies2016_916bk11912pc_76.pdf

              About Channel Technologies Group

Headquartered in Santa Barbara, California, Channel Technologies
Group, LLC, designs and manufactures piezoelectric ceramics,
transducers, sonar equipment and other related products sold
primarily to military, commercial, and industrial customers in the
United States and internationally.  

CTG is a privately owned California limited liability company
founded in 1959.  In 2011, CTG was acquired by BW Piezo Holdings,
LLC, a Delaware limited liability company, from Alta Properties,
Inc., f.k.a. Channel Technologies, Inc.  BWP now owns 100% of CTG's
member interests.  BWP is majority-owned by Blue Wolf Capital Fund
II, L.P. (the Company's pre-petition lender), which is an
investment fund managed by Blue Wolf Capital Advisors, L.P.  CTG is
a member-managed LLC.  Charles Miller is the manager.

CTG filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
16-11912) on Oct. 14, 2016.  The case is assigned to Judge Peter
Carroll.

The Debtor estimated $10 million to $50 million in assets and
debt.

The Debtor has engaged Jeffrey W. Dulberg, Esq., at Pachulski Stang
Ziehl & Jones LLP as bankruptcy counsel, CR3 Partners, LLC as
restructuring advisor, and Prime Clerk LLC as noticing, claims and
balloting agent.


CHC GROUP: British Columbia Court Recognizes Chapter 11 Case
------------------------------------------------------------
The Supreme Court of British Columbia issued an initial recognition
order and a supplemental order dated Oct. 13, 2016, recognizing the
Chapter 11 proceedings of CHC Global Operations (2008) ULC, CHC
Global Operations Canada (2008) ULC, CHC Global Operations
International ULC, Heli-One Canada ULC, Heli-One Leasing ULC and
certain other affiliated companies carrying on business as CHC
Helicopters as a foreign main proceeding and recognizing CHC Group
Ltd. as the foreign representative of the Debtors.

Legal counsel for the foreign representative is:

   William C. Kaplan, Q.C.
   Blake, Cassels & Graydon LLP
   595 Burrard Street, Suite 2600
   Vancouver, BC V7X 1L3
   Fax: 604-631-3309
   Email: bill.kaplan@blakes.com

For more information in respect of the matters, contact the foreign
representative through Robert A. Del Genio, the Debtors' chief
restructuring officer at chcca@cdggroup.com or visit the website of
Kurtzman Carson Consultants, the claims and noticing agent
appointed in the Chapter 11 proceedings, at
http://www.kccllc.net/chc.

                   About CHC Group Ltd.

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

CHC Group Ltd. and 42 of its wholly-owned subsidiaries each filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Case No. 16-31854) on May 5, 2016.  As of
Jan. 31, 2016, CHG had $2.16 billion in total assets and $2.19
billion in total liabilities.  

The Debtors hired Weil, Gotshal & Manges LLP as counsel, Debevoise
& Plimpton LLP as special aircraft counsel, PJT Partners LP as
investment banker, Seabury Corporate Advisors LLC as financial
advisor, CDG Group, LLC, as restructuring advisor, and Kurtzman
Carson Consultants LLC as claims and noticing agent.

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

The Creditors Committee's attorneys are Marcus A. Helt, Esq., and
Mark C. Moore, at Gardere Wynne Sewell LLP, and Douglas H. Mannal,
Esq., Gregory A. Horowitz, Esq., and Anupama Yerramalli, Esq., at
Kramer Levin Naftalis & Frankel LLP



CHC GROUP: Court Allows Cash Collateral Use Until Nov. 3
--------------------------------------------------------
Judge Barbara J. Houser of the U.S. Bankruptcy Court for the
Northern District of Texas authorized CHC Group Ltd., et al., to
use cash collateral on an interim basis, until Nov. 3, 2016.

The Debtors entered into a Revolving Credit Agreement with various
lenders and issuing banks, with HSBC Bank, PLC as Revolving
Facility Administrative Agent and HSBC Corporate Trustee Company
(UK) Limited, as collateral agent, pursuant to which, the Revolving
Facility Lenders made a $375 million revolving credit facility
available to the borrowers.

The Debtors also entered into a Senior Secured Notes Indenture with
The Bank of New York Mellon, as Senior Secured Notes Indenture
Trustee, and HSBC Corporate Trustee Company (UK) Limited, as
collateral agent, pursuant to which CHC Helicopter SA issued 9.250%
Senior Secured Notes due 2020 in the original aggregate principal
amount of $1.3 billion.

HSBC Bank PLC and The Bank of New York Mellon assert that
approximately $328.3 million and $1 billion in aggregate principal
amount was outstanding under the Revolving Facility Secured
Documents and Senior Secured Notes Documents, respectively.

The Debtors are parties to the ABL Credit Agreement, with the
lenders and issuing banks party thereto, and Morgan Stanley Senior
Funding, Inc., as administrative Agent, and BNP Paribas SA., as
collateral agent, pursuant to which the ABL Lenders have made
available to the borrowers, a senior secured non-amortizing asset
based revolving credit facility in an aggregate amount of up to
$145 million.

Morgan Stanley Seniro Funding asserts that approximately $139
million in aggregate principal amount was outstanding under the ABL
Facility.

The Debtor related that as of the Petition Date, approximately
$30.5 million of cash in the Beginning Cash Balance may be subject
to prepetition liens or security interests asserted by the Agents.

Judge Houser acknowledged that the Debtors need to continue to use
the Prepetition Collateral to, among other things, conduct their
business operations, generate revenue, and preserve the going
concern value of the Debtors.  She further acknowledged that the
Debtors have an immediate need to use the Cash Collateral to, among
other things, preserve and maintain the going concern value of the
Debtors, absent which immediate and irreparable harm will result to
the Debtors, their estates and their creditors.

The approved Budget covers a 22-week period, beginning on Oct. 7,
2016 and ending on the week beginning March 3, 2017.  The Budget
forecasts total disbursements in the amount of $532,007,000.

The Agents, for the benefit of the Prepetition Secured Parties, are
granted a valid, binding, continuing, enforceable, fully-protected,
non-avoidable first priority replacement lien on, and security
interest in:

     (1) the CHC Cayman Unencumbered Cash in the Bank of America
Account; and

     (2) all of the Debtors' rights in tangible and intangible
assets, including without limitation, all receivables generated
from the use of the Prepetition Collateral.

A final hearing on the Debtor's use of cash collateral is scheduled
on Nov. 2, 2016 at 1:15 p.m.

A full-text copy of the Interim Order, dated Oct. 21, 2016, is
available at
http://bankrupt.com/misc/CHCGroup2016_1631854bjh11_1045.pdf

                 About CHC Group Ltd.

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

CHC Group Ltd. and 42 of its wholly-owned subsidiaries each filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Case No. 16-31854) on May 5, 2016.  As of
Jan. 31, 2016, CHG had $2.16 billion in total assets and $2.19
billion in total liabilities.  

The Debtors hired Stephen A. Youngman, Esq., Gary Holtzer, Esq.,
and Kelly DiBlasi, Esq., at Weil, Gotshal & Manges LLP as counsel,
Debevoise & Plimpton LLP as special aircraft counsel, PJT Partners
LP as investment banker, Seabury Corporate Advisors LLC as
financial advisor, CDG Group, LLC, as restructuring advisor, and
Kurtzman Carson Consultants LLC as claims and noticing agent.

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

The Official Committee of Unsecured Creditors are represented by
Marcus A. Helt, Esq. and Mark C. Moore, Esq., at Gardere Wynne
Sewell LLP, and Douglas H. Mannal, Esq., Gregory A. Horowitz, Esq.,
and Anupama Yerramalli, Esq., at Kramer Levin Naftalis & Frankel
LLP.



CHICORA LIFE: UCF Seeks Appointment of Ch. 11 Trustee
-----------------------------------------------------
UCF 1 Trust 1 asks the U.S. Bankruptcy Court for the District of
South Carolina to direct the appointment of a Chapter 11 Trustee to
administer the estate of Chicora Life Center, LC.

The Creditor asserts that the financial condition of the Debtor,
its refusal to seek out a purchaser or new tenants for the Center,
and its inability to liquidate any of its real estate since the
filing of the case warrants some relief.

Thus, the Creditor asks that in the event the Court denies its
request to dismiss or convert the Debtor's case, the Debtor's
estate would be more effectively managed by the appointment of a
Chapter 11 Trustee.

UCF 1 Trust 1 is represented by:

         Stanley H. McGuffin, Esq.
         John G. Tamasitis, Esq.
         HAYNSWORTH SINKLER BOYD, P.A.
         Post Office Drawer 11889
         Columbia, SC 29211
         Tel.: (803) 779.3080
         Fax: (803) 765.1243
         Emails: smcguffin@hsblawfirm.com
                 jtamasitis@hsblawfirm.com

             About Chicora Life Center

Chicora Life Center, LC, is a manager managed limited company
formed in 2014 and domesticated to Utah in 2016.  The Debtor
manages and leases real property on which is located a 400,000
square foot facility which occupies the site of the old naval
hospital in North Charleston, South Carolina. Chicora Gardens
Holdings, LLC is the manager of the Debtor.  Douglas M. Durbano is
the manager of Chicora Gardens Holdings, LLC.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. S.C. Case No. 16-02447) on May 16, 2016. The
petition was signed by Jeremy K. Blackburn, property manager. The
Debtor is represented by G. William McCarthy, Jr., Esq., at
McCarthy Law Firm, LLC. The Debtor disclosed total assets of $48.3
million and total debts of $22.09 million.


CHIEFTAIN STEEL: Can Use United Cumberland Bank Cash Collateral
---------------------------------------------------------------
Judge Joan A. Lloyd of the U.S. Bankruptcy Court for the Western
District of Kentucky authorized Floyd Industries, LLC, an affiliate
of Chieftain Steel, LLC, to use the cash collateral of United
Cumberland Bank and Axis Capital, Inc., on a final basis.

The Debtor is indebted to United Cumberland Bank pursuant to three
loans.  As of the Petition Date, the Debtor owes United Cumberland
Bank $2,390,281 under Loan #75110, $753,551 under Loan #75441, and
$548,346 under Loan #755803.  United Cumberland Bank holds a first
priority lien on the United Cumberland Prepetition Collateral,
subject to valid, enforceable, and non-avoidable liens and security
interest in the Debtor's assets held by parties other than United
Cumberland as of the Petition Date.

The Debtor contended that its continued ability to use United
Cumberland Bank's cash collateral in order to meet its
post-petition obligations is vital to its goal of continuing its
business operations.

United Cumberland Bank expressed its willingness to permit the
Debtor to use its cash collateral through Dec. 31, 2016, provided
that the Debtor make adequate protection payments during the term
of the Court's Final Order.  Axis Capital also expressed its
willingness to permit the Debtor to use its cash collateral through
the final hearing.

United Cumberland Bank was granted first priority postpetition
replacement security interests and liens upon all of the
postpetition property of the Debtor that is similar to the property
on which it held its prepetition liens, subject to the Carve-Out
and the Prior Permitted Liens.  United Cumberland Bank was also
granted an administrative expense claim which will have priority
over any and all administrative expenses, subject to the
Carve-Out.

The Carve-Out consists of any fees, costs, disbursements, charges
and expenses of attorneys, accountants and other professionals of
the Debtor, retained in the Chapter 11 Case.

The Debtor was directed to make interest only payments to United
Cumberland Bank under Loan # 75110 and Loan # 75441, calculated
based upon the prepetition, non-default interest rates set in the
applicable United Cumberland Loan Documents, which as of the
Petition Date totaled $9,250 per month.  The Debtor was further
directed to make principal payments to United Cumberland  Bank
under Loan # 755803 in the amount of $3,500 per month.

A full-text copy of the Final Agreed Order, dated Oct. 21, 2016, is
available at
http://bankrupt.com/misc/ChieftainSteel_2016_1610407jal_146.pdf

                    About Chieftain Steel

Chieftain Steel, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Ky. Case No. 16-10407) on May 2, 2016.
The Debtor tapped Constance G. Grayson, Esq., at Gullette &
Grayson, PSC, and Dinsmore & Shohl LLP as bankruptcy attorneys.
The Official Committee of Unsecured Creditors  retained Fox
Rothschild LLP as its legal counsel, Bingham Greenebaum Doll LLP as
its local counsel, and Phoenix Management Services, LLC as its
financial advisor.

Floyd Industries, LLC, filed a Chapter 11 petition (Bankr. W.D. Ky.
Case No. 16-10837) on Sept. 19, 2016, and is represented by Travis
Kent Barber, Esq., at Barber Law PLLC, in Lexington, Kentucky.  At
the time of filing, Floyd Industries had estimated assets and
liabilities of $1 million to $10 million.

The Chapter 11 cases of Chieftain Steel and Floyd Industries are
jointly administered.


CITICARE INC: May Experience Cash Crisis, PCO 19th Report Says
--------------------------------------------------------------
Daniel T. McMurray, the patient care ombudsman appointed for
Citicare, Inc., states in his Nineteeth Report filed on October 17,
2016, that the potential remains for the Debtor to soon experience
a cash crisis and the imminent issue of closure.

The PCO reported that the management and staff at the Debtor
continue to be cooperative in providing information, producing data
and reports and responding to questions in an honest and open
fashion.

Moreover, the PCO opined that there were no significant issues
during his 60-day reporting period with regard to the quality of
care provided by the Debtor at its Article 28 Diagnostic and
Treatment Center, although the PCO has continued to communicate
that the Debtor's management should provide greater attention to
its medical records and documentation and should expedite on the
scanning of its remaining paper medical records.

           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.


CONNECT TRANSPORT: Seeks to Hire Dykema as Legal Counsel
--------------------------------------------------------
Connect Transport, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to hire Dykema Cox Smith
as its legal counsel.

Dykema will advise the company and its affiliates regarding their
duties, assist in the preparation of a Chapter 11 plan, and provide
other legal services in connection with their bankruptcy cases.

The primary attorneys and paralegal who will represent the
companies and their hourly rates are:

     Mark E. Andrews           Member           $565
     Jeffrey R. Fine           Member           $625
     Aaron M. Kaufman          Member           $395
     Jesse T. Moore            Sr. Attorney     $335
     Joshua Bauer              Associate        $245
     Deborah A. Andreacchi     Paralegal        $195

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

The firm can be reached through:

     Mark E. Andrews, Esq.
     Jeffrey R. Fine, Esq.
     Aaron M. Kaufman, Esq.
     Joshua H. Bauer, Esq.
     Dykema Cox Smith
     1717 Main Street, Suite 4200
     Dallas, TX 75201
     Phone: (214) 462-6400
     Fax: (214) 462-6401
     Email: mandrews@dykema.com
     Email: jfine@dykema.com
     Email: akaufman@dykema.com
     Email: jbauer@dykema.com

                     About Connect Transport

Connect Transport, LLC, et al., are privately-owned, integrated
midstream providers of transportation, storage, producer, and
marketing services for crude oil, natural gas liquids, and
condensates.

The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Texas Lead Case No. 16-33971) on October 4,
2016.

The other debtors are Big Rig Tanker, L.L.C., MG Rolling Stock
Land, L.L.C., Murphy Energy Corporation, Murphy Holdings, Inc.,
Port Allen Terminal, LLC, Port Hudson Terminal, LLC, Murphy
Terminals, LLC and Connect Terminals, LLC (Case Nos. 16-33972 to
16-33979).

Connect Transport LLC estimated assets of $500,000 to $1 million
and liabilities of $50 million to $100 million.  Murphy Energy
Corp. estimated $100 million to $500 million in both assets and
liabilities.

Houlihan Lokey Capital, Inc. serves as the Debtors' investment
banker while Kurtzman Carson Consultants LLC serves as claims and
noticing agent.


CONNECT TRANSPORT: Seeks to Hire Steven List as CRO
---------------------------------------------------
Connect Transport, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to hire Steven List as
chief restructuring officer and CR3 Partners LLC as financial
advisor.

Mr. List, a partner at CR3, and his firm will provide these
services in connection with the Chapter 11 cases of Connect
Transport and its affiliates:

     (a) meet with lenders to facilitate payments on and further  
         extensions of credit during the course of the cases;

     (b) assist the Debtors in arranging debtor-in-possession
         financing;

     (c) assist in the preparation and implementation of periodic
         cash flow budget forecasts for the Debtors and advise on
         continuing cost of the reorganization process;

     (d) assist in the development of plans for the Debtors;

     (e) assist in the preparation of bankruptcy schedules and
         statements, if necessary;

     (f) provide testimony in litigation or bankruptcy matters as
         required;

     (g) negotiate with the Debtors' creditor and equity
         constituencies;

     (h) assist the Debtors in developing a situational overview,
         strategic alternatives, business plans and distribution
         alternatives along with business realignment initiatives,

         cost reductions and marketing plans;

     (i) assist the Debtors in evaluating staffing needs and in
         implementing key employee retention and other critical
         employee benefit programs;

     (j) assist the Debtors in their communications with
         suppliers, customers, external media, lenders, creditors,

         and other parties;

     (k) assist in developing a plan of reorganization; and

     (l) assist in the determination and attraction of
         reorganization capital.

Mr. List and his firm will provide services for an initial two-week
rate of $40,000.  Meanwhile, they will be compensated according to
this fee structure for the subsequent periods:

     CRO            $18,000 per week
     Principals     $450 to $650 per hour
     Directors      $350 to $550 per hour

In a court filing, Mr. List disclosed that the firm and its
employees do not have any interest adverse to the Debtors'
bankruptcy estate or their creditors.

Mr. List's contact information is:

     Steven List
     CR3 Partners, LLC
     13727 Noel Road, Suite 200
     Dallas, TX 75240
     Phone: (800) 728-7176 ext. 704
     Email: steven.list@cr3partners.com

                     About Connect Transport

Connect Transport, LLC, et al., are privately-owned, integrated
midstream providers of transportation, storage, producer, and
marketing services for crude oil, natural gas liquids, and
condensates.

The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Lead Case No. 16-33971) on October 4, 2016.

The other debtors are Big Rig Tanker, L.L.C., MG Rolling Stock
Land, L.L.C., Murphy Energy Corporation, Murphy Holdings, Inc.,
Port Allen Terminal, LLC, Port Hudson Terminal, LLC, Murphy
Terminals, LLC and Connect Terminals, LLC (Case Nos. 16-33972 to
16-33979).

Connect Transport LLC estimated assets of $500,000 to $1 million
and liabilities of $50 million to $100 million.  Murphy Energy
Corp. estimated $100 million to $500 million in both assets and
liabilities.

Houlihan Lokey Capital, Inc. serves as the Debtors' investment
banker while Kurtzman Carson Consultants LLC serves as claims and
noticing agent.


CONNECT TRANSPORT: Taps Conner & Winters as Special Counsel
-----------------------------------------------------------
Connect Transport, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to hire Conner & Winters,
LLP as special counsel.

The company tapped the firm to prepare documents related to the
anticipated sale of its assets; file suit against a former employee
for breach of fiduciary duty; and assist the company in matters
involving Bank of America where its lead counsel might have a
conflict.

The firm's professionals and their hourly rates are:

     Timothy Trump          $425
     Ryan Sacra             $350
     Associates/Partners    $200
     Paralegals             $100

Timothy Trump, Esq., disclosed in a court filing that the firm does
not hold or represent any interest adverse to the bankruptcy
estate.

The firm can be reached through:

     Timothy T. Trump, Esq.
     Andrew R. Turner, Esq.
     Conner & Winters, LLP
     4000 One Williams Center
     Tulsa, OK 74172
     Phone: (918) 586-5711
     Fax: (918) 586-8613
     Email: ttrump@cwlaw.com
     Email: aturner@cwlaw.com

                     About Connect Transport

Connect Transport, LLC, et al., are privately-owned, integrated
midstream providers of transportation, storage, producer, and
marketing services for crude oil, natural gas liquids, and
condensates.

The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Lead Case No. 16-33971) on October 4, 2016.

The other debtors are Big Rig Tanker, L.L.C., MG Rolling Stock
Land, L.L.C., Murphy Energy Corporation, Murphy Holdings, Inc.,
Port Allen Terminal, LLC, Port Hudson Terminal, LLC, Murphy
Terminals, LLC and Connect Terminals, LLC (Case Nos. 16-33972 to
16-33979).

Connect Transport LLC estimated assets of $500,000 to $1 million
and liabilities of $50 million to $100 million.  Murphy Energy
Corp. estimated $100 million to $500 million in both assets and
liabilities.

Houlihan Lokey Capital, Inc. serves as the Debtors' investment
banker while Kurtzman Carson Consultants LLC serves as claims and
noticing agent.


COSI INC: Can Continue Using Cash Collateral Until Oct. 31
----------------------------------------------------------
Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts authorized Cosi, Inc. to continue using
cash collateral until Oct. 31, 2016, on the same terms and
conditions as previously ordered by the Court.

Judge Hoffman continued the hearing on the Debtor's use of cash
collateral to Oct. 31, 2016 at 11:00 a.m.

A full-text copy of the Order, dated Oct. 21, 2016, is available at

http://bankrupt.com/misc/CosiInc2016_1613704_236.pdf

                   About Cosi, Inc.

Cosi -- http://www.getcosi.com/-- is an international fast casual  
restaurant company. There are currently 45 Company-owned and 31
franchise restaurants operating in fourteen states, the District of
Columbia, Costa Rica and the United Arab Emirates.

Cosi, Inc. and its affiliated Debtors filed chapter 11 petitions
(Bankr. D. Mass. Case No. 16-13704-MSH) on Sept. 28, 2016.   The
petition was signed by Patrick Bennett, interim chief executive
officer.  The Debtors are represented by Joseph H. Baldiga, Esq.
and Paul W. Carey, Esq., at Mirick, O'Connell, DeMallie & Lougee,
LLP.  Judge Melvin S. Hoffman presides over the case.  The Debtor
disclosed $31.24 million in assets and $19.83 million in
liabilities.

The Debtor tapped The O'Connor Group, Inc., as financial
consultant, and Randy Kominsky of Alliance for Financial Growth,
Inc., as CRO.

The U.S. Trustee appointed an official committee of unsecured
creditors.  The following members will serve on the committee:
Robert J. Dourney, Honor S. Heath of NStar Electric Company and
Paul Filtzer of SRI EIGHT 399 Boylston.



COSI INC: Creditors Nudge Bidder to Increase Offer
--------------------------------------------------
Lillian Rizzo, writing for The Wall Street Journal Pro Bankruptcy,
reported that unsecured creditors unhappy with Cosi Inc.'s auction
proposal pushed the flatbread sandwich chain's lead bidder to
increase its offer and won extra time for rival bidders to enter
the fray.

According to the report, Judge Melvin Hoffman of the U.S.
Bankruptcy Court in Boston on Oct. 20, 2016, said Cosi could
officially put itself up for sale after hearing that hedge fund AB
Value Management LLC and Ohio investment firm Milfam LLC now will
start the bidding for the casual dining chain at $10 million
instead of $6.8 million.  They also will take on about $1.6 million
in gift-card liabilities, the bidders' attorney, William Baldiga,
said, the report related.

The increased stalking horse, or lead, offer, as well as a bid
deadline that is two weeks later than what Cosi originally
proposed, is the result of negotiations with unsecured creditors
who had expressed concerns with the company's original sale
proposal, the report further related.  A federal bankruptcy
watchdog also had objected, calling the process "unfair" to rival
bidders, the report said.

Now, bids for Cosi -- which offers sandwiches, salads and soups --
will be due Nov. 28, and, if necessary, the company will hold an
auction on Nov. 30, the report added.  Cosi will then look to have
its sale approved by Judge Hoffman on Dec. 8, the report said.

                  About Cosi, Inc.

Cosi -- http://www.getcosi.com/-- is an international fast casual

restaurant company.  There are currently 45 Company-owned and 31
franchise restaurants operating in fourteen states, the District
of
Columbia, Costa Rica and the United Arab Emirates.

Cosi, Inc. and its affiliated Debtors filed chapter 11 petitions
(Bankr. D. Mass. Case No. 16-13704-MSH) on Sept. 28, 2016.  The
petitions were signed by Patrick Bennett, interim chief executive
officer.  

The Hon. Melvin S. Hoffman presides over the case.  

The Debtors tapped Joseph H. Baldiga, Esq. and Paul W. Carey, Esq.,
at Mirick, O'Connell, DeMallie & Lougee, LLP, as counsel; O'Connor
Group, Inc., as financial consultant; and Randy Kominsky of
Alliance for Financial Growth, Inc. as CRO.

In its petition, Cosi estimated $31.24 million in assets and $19.83
million in liabilities.

The U.S. Trustee appointed an official committee of unsecured
creditors.  Members of the Committee are Robert J. Dourney, Honor
S. Heath of NStar Electric Company and Paul Filtzer of SRI EIGHT
399 Boylston.


CREATIVE FOODS: Has Until Nov. 15 to Use Ridgestone Bank Cash
-------------------------------------------------------------
Judge Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Creative Foods, LLC, to
use Ridgestone Bank's cash collateral on an interim basis, until
Nov. 15, 2016.

The Debtor owes Ridgestone Bank the amount of $331,804, plus
attorney's fees.  Ridgestone Bank holds a valid first priority
security interest and lien on all the Debtor's assets.

The Debtor is authorized to use cash collateral for the sole
purpose of paying the ordinary and necessary expenses relating to
the Debtor's operation of its restaurant business located at 1
Walker Avenue, Clarendon Hills, Illinois.

The approved budget provided for total monthly expenses in the
amount of $73,734, and weekly fixed costs in the amount of $1,252.

Ridgestone Bank is granted replacement liens in all assets of the
Debtor.

The Debtor is directed to make monthly adequate protection payments
to Ridgestone Bank in the amount of $1,388.

A status hearing on the Debtor's use of cash collateral is
scheduled on Nov. 14, 2016 at 10:30 a.m.

A full-text copy of the Interim Order, dated Oct. 21, 2016, is
available at
http://bankrupt.com/misc/CreativeFoods2016_1619927_63.pdf

                   About Creative Foods

Creative Foods, LLC, filed a chapter 11 petition (Bankr. N.D. Ill.
Case No. 16-19927) on June 17, 2016.  The petition was signed by
Anthony Swigon, general manager - member.  The Debtor is
represented by David P. Lloyd, Esq., at David P. Lloyd, Ltd.  The
case is assigned to Judge Jack B. Schmetterer.  The Debtor
estimated assets at $0 to $50,000 and liabilities of $1 million to
$10 million at the time of the filing.


CROFCHICK INC: Hearing on Disclosure Statement Set For Dec. 15
--------------------------------------------------------------
The Hon. Robert N. Opel, II, of the U.S. Bankruptcy Court for the
Middle District of Pennsylvania has scheduled for Dec. 15, 2016, at
9:30 a.m. the hearing to consider the approval of the disclosure
statements filed by Crofchick, Inc., and Crofchick Realty, LLC,
dated Oct. 15, 2016, referring to the Debtors' Chapter 11 plans
dated Oct. 15, 2016.

Objections to the Disclosure Statements must be filed by Nov. 21,
2016.

The Debtors' first amended plan of reorganization dated Oct. 15,
2016, provides that Class 4 General Unsecured Claims are impaired
and will receive a distribution of 30% of their allowed claims in
equal monthly installments over a period of 60 months commencing no
greater than 30 days following the effective date of the Plan.

Payments and distributions under the Plan will be funded from the
Debtor's operating income, including, but not limited to, rental
payments received from, or paid directly to creditors by, an
affiliate of the Debtor, Crofchick, Realty, LLC.

The Amended Disclosure Statement is available at:

          http://bankrupt.com/misc/pamb15-03723-130.pdf

As reported by the Troubled Company Reporter on Aug. 16, 2016, the
U.S. Trustee, in his objections to the previous disclosure
statements filed by the Debtors, said that each Debtor was
proposing a Chapter 11 plan that violated the absolute priority
rule.

                     About Crofchick, Inc.

Crofchick, Inc., and Crofchick Realty, LLC, filed for Chapter 11
bankruptcy protection (Bankr. M.D. Pa. Case No. 15-03723 and
15-03724) on Aug. 30, 2015.  Tullio DeLuca, Esq., serves as the
Debtors' bankruptcy counsel.

On June 22, 2016, the Debtors each filed its Chapter 11 Small
Business Disclosure Statement and Chapter 11 Small Business Plan.


D.J. SIMMONS: Sale of Assets to Coleman Oil & Gas Approved
----------------------------------------------------------
Judge Joseph G. Rosania, Jr., of the U.S. Bankruptcy Court for the
District of Colorado to authorized D.J. Simmons Co. Ltd.
Partnership and D.J. Simmons, Inc., to sell assets to Coleman Oil
and Gas, Inc.

The Debtors are authorized to assume and assign the five federal
leases subject to the Motion to Coleman Oil and Gas, assign its
interests under the Participation Agreement as contemplated by the
Purchase and Sale Agreement, may consummate the sale of the assets
in the Purchase and Sale Agreement under 11 U.S.C. Section 363(f)
free and clear is a good faith purchaser under Section 363(m).

No assumption and assignment and/or transfer of any interests in
the five federal oil and gas leases encompassed by the Debtors'
motion ("Five Federal Leases") will take effect absent: (1) the
prior consent of the United States; and (2) the Debtors' cure of
any and all existing defaults on the Five Federal Leases, including
without limitation any outstanding royalties ("Cure Amount"), as
determined by the United States Office of Natural Resources Revenue
("ONRR") to be owed by the Debtors on or before 5 days after the
date of entry of the Order. ONRR represents, based on information
currently available to it, that its estimate of the Cure Amount is
$0.

Notwithstanding any other provision in the Order, the Motion or any
implementing documents, ONRR retains, and has, the right to audit
and/or perform any compliance review and collect from the Debtors
or the Purchaser any additional monies owed by the Debtors prior to
the assumption and assignment of the Five Federal Leases, without
those rights being adversely affected by these bankruptcy
proceedings.  The Debtors and the Purchaser retain any defenses
and/or rights other than defenses and/or rights arising under the
Bankruptcy Code, to challenge any such determination by ONRR
relating to the Five Federal Leases; provided, however, that any
such challenge must be raised in ONRR's administrative review
process.  Moreover, nothing in the Order, the Motion or
implementing documents will limit or otherwise affect any
applicable audit and/or compliance review period, including those
established by the Federal Oil and Gas Royalty Simplification and
Fairness Act of 1996 (30 U.S.C. Sections 1701, et seq.).

As adequate assurance of future performance under the Five Federal
Leases, the Purchaser assumes and will succeed to all liabilities
of the Debtors thereunder.

Any stay imposed by Rules 6004(h) or 6006(d) is waived.

                    About D.J. Simmons Company

Farmington, New Mexico-based D.J. Simmons Inc. --
http://www.djsimmons.com/-- is an independent oil and gas     
exploration and production company.  D.J. Simmons and its
affiliates have oil and natural gas reserves from approximately
100 wells operated by DJS, Inc., and 500 wells operated by third
parties in Colorado, New Mexico, Utah, and Texas.  Kimbeto
Resources, LLC, owns 13 wells in Rio Arriba County, New Mexico.
DJS, Inc., also operates the wells owned by Kimbeto.  D.J. Simmons
Company Limited Partnership holds most of the oil and gas and
other
assets.  Kimbeto holds oil, gas, and other related assets on land
owned by the Jicarilla Apache Tribe.  DJS, Inc, operates the
assets
and employs a small administrative staff.

DJS Co. LP, Kimbeto and DJS, Inc., filed Chapter 11 petitions
(Bankr. D. Colo. Case Nos. 16-11763, 16-11765 and 16-11767) on
March 1, 2016.  The cases are jointly administered under Lead Case
No. 16-11763.

The petitions were signed by John Byrom, president of DJS, Inc.

DJS Co. LP disclosed $9.94 million in total assets and
$12.9 million in total liabilities.  Kimbeto disclosed $976,190 in
total assets and $9.81 million in total liabilities.

Ethan Birnberg, Esq., at Lindquist & Vennum LLP, serves as the
Debtors' counsel.


DAL PARTNERS: Taps Nikolaus & Hohenadel as Legal Counsel
--------------------------------------------------------
DAL Partners, LLC seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Pennsylvania to hire Nikolaus & Hohenadel
LLP as its legal counsel.

The firm will advise the company regarding its duties as a debtor
and will provide other legal services in connection with its
Chapter 11 case.

The firm's professionals and their hourly rates are:

     Barry Solodky                 $295
     Partners               $230 - $320
     Associate Attorneys    $150 - $275
     Paralegals              $75 - $100

Barry Solodky, Esq., the attorney designated to represent the
company, disclosed in a court filing that the firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

Nikolaus & Hohenadel can be reached through:

     Barry A. Solodky, Esq.
     Nikolaus & Hohenadel LLP
     212 North Queen Street
     Lancaster, PA 17603
     Tel: (717) 299-3726
     Fax: (717) 299-1811
     Email: bsolodky@n-hlaw.com

                       About DAL Partners

DAL Partners, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E. D. Pa. Case No. 16-16844) on September
28, 2016.  The petition was signed by Dean Landis, president.  

The case is assigned to Judge Magdeline D. Coleman.

At the time of the filing, the Debtor estimated its assets and
liabilities at $1 million to $10 million.


DELIVERY AGENT: Ciardi, Williams Mullen Represent Red Star, et al.
------------------------------------------------------------------
Ciardi Ciardi & Astin and Williams Mullen LLP filed with the U.S.
Bankruptcy Court for the District of Delaware a verified statement
of multiple representations pursuant to Rule 2019 of the Federal
Rules of Bankruptcy Procedure concerning the creditors they
currently represent in the bankruptcy cases of Delivery Agent,
Inc., et al.

The firms Ciardi and Williams Mullen represent these parties:
   
     (a) Red Star Merchandise, LLC
         1218 East Market Street
         Charlottesville, VA  22902

     (b) Bama Rags Records, LLC
         c/o CAL Financial Group
         700 Harris Street, Suite 201
         Charlottesville, VA  22903

     (c) Strangely Brown, Inc.
         c/o Cal Financial Group
         700 Harris Street, Suite 201
         Charlottesville, VA  22903

     (d) Phish Mail Order, Inc. (dba Phish Dry Goods)
         c/o Burton Goldstein & Co, LLC
         Attn:  Valerie Erbstein
         420 Lexington Avenue, Suite 2520
         New York, NY  10170

     (e) Phish Merchandising, Inc.
         c/o Burton Goldstein & Co, LLC
         Attn: Valerie Erbstein
         420 Lexington Avenue, Suite 2520
         New York, NY 10170

     (f) Rubber Jungle Records, LLC
         c/o Burton Goldstein & Co, LLC
         Attn: Valerie Erbstein
         420 Lexington Avenue, Suite 2520
         New York, NY  10170

     (g) Red Light Management, LLC
         P.O. Box 1467
         Charlottesville, VA 22902

One or more of the Creditors are parties to e-commerce service
agreements with one or more of the Debtors.  The Creditors' claims
relate to the agreements.

Ciardi was retained to represent the Creditors in October 2016.
Williams Mullen represents (or represented) one or more of the
Creditors and entities related to the Creditors prior to the
Debtors' bankruptcy filings.   

Subject to the terms of their respective engagement agreements with
the Creditors, Ciardi and Williams Mullen will represent the
Creditors with regard to issues arising in these cases.

Ciardi and Williams Mullen can be reached at:

     Joseph J. McMahon, Jr., Esq.  
     Daniel K. Astin, Esq.
     John D. McLaughlin, Jr., Esq.
     CIARDI CIARDI & ASTIN
     1204 North King Street
     Wilmington, DE 19801
     Tel: (302) 658-1100
     Fax: (302) 658-1300
     E-mail: jmcmahon@ciardilaw.com
             dastin@ciardilaw.com
             jmclaughlin@ciardilaw.com

          -- and --

     Paul S. Bliley, Jr., Esq.
     WILLIAMS MULLEN      
     Williams Mullen Center        
     200 South 10th Street, Suite 1600   
     Richmond, VA 23219             
     Tel: (804) 420-6000
     Fax: (804) 420-6507  
     E-mail: pbliley@williamsmullen.com

                       About Delivery Agent

Headquartered in San Francisco, California, Delivery Agent, Inc.,
turns audiences into revenue generating customers for brands,
device manufacturers, and media companies worldwide. It offers
ShopTV, a technology that allows audiences to engage with and
transact directly from advertisements and television shows through
Web, mobile, and advanced television applications; a cloud-based
shopping platform, which enables omni-channel commerce for its
clients with simplicity; eCommerce platform for omni-channel
shopping; relevant and personalized product offers to viewers
based on the content they are watching with the help of contextual
database; and advertising solutions.

Delivery Agent, Inc., and affiliates MusicToday, LLC, Clean Fun
Promotional Marketing, Inc., and Shop the Shows, LLC, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 16-12051) on
Sept. 15, 2016.

The cases are assigned to Judge Laurie Selber Silverstein.

The Debtors hired Pachulski Stang Ziehl & Jones LLP as local
Counsel; Keller & Benvenutti LLP as general counsel; Arch & Beam
Global, LLC as financial advisor; and Epiq Bankruptcy Solutions,
LLC, as claims and noticing agent.


DEREK SEE: Disclosures OK'd; Plan Confirmation Hearing on Dec. 7
----------------------------------------------------------------
The Hon. Janice D. Loyd of the U.S. Bankruptcy Court for the
Western District of Oklahoma has approved Derek Allen See and Cathy
Jo See's disclosure statement as amended and referring to the
Debtors' plan of reorganization.

The hearing for the Court to consider the confirmation of the
Debtors' Plan  will be held on Dec. 7, 2016, at 10:00 a.m.
Objections to the confirmation of the Plan must be filed by Nov.
22, 2016.

Nov. 22, 2016, is fixed as the last day for filing written
acceptances or rejections of the Plan.

Derek Allen See and Cathy Jo See filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Okla. Case No. 11-14112) on July 28, 2011,
and are represented by J. David Ezzell, Esq., at Ezzell & Shepherd,
PLLC, in Enid, Oklahoma.


DIAMOND TANK: Ritchie Bros. Objects to Plan Disclosures Approval
----------------------------------------------------------------
Ritchie Bros. Auctioneers (America) Inc. filed with the U.S.
Bankruptcy Court for the Northern District of Texas an objection to
Diamond Tank Rental, Inc., et al.'s disclosure statement dated
Sept. 20, 2016, referring to the Debtors' joint plan of
reorganization.

On July 15, 2016, the Court entered an order granting motion for
allowance and payment of administrative expense claim, allowing
Ritchie Bros.' administrative expense priority claim in the amount
of $12,228.  The Debtors then filed a motion to reconsider order
granting administrative expense, but have failed to submit
additional evidence to support their motion to reconsider as
requested by the Court, and have failed to respond to the Court
Clerk's request for an update on the status of the motion to
reconsider.
  
Neither the Disclosure Statement nor the accompanying proposed
Joint Plan includes or recognizes Ritchie Bros.' administrative
expense claim, and Ritchie Bros. objects to the Disclosure
Statement on this basis.  To correct the Disclosure Statement and
the Plan and resolve this objection, Ritchie Bros.' requests that
the Disclosure Statement and Plan be amended to include Ritchie
Bros. administrative expense claim.  

Ritchie Bros. is represented by:

     Peter C. D'Apice, Esq.
     Heather J. Panko, Esq.
     2323 Bryan Street, Suite 2200
     Dallas, Texas 75201
     Tel: (214) 969-4900
     Fax: (214) 969-4999
     E-mail: d'apice@sbep-law.com
             panko@sbep-law.com

                  About Diamond Tank Rentals

Diamond Tank Rentals Inc., Diamond T. Industries LLC and TNT
Forklifts Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N. D. Texas Lead Case No. 16-41547) on April 15, 2016.
The petition was signed by Roger Turner, president.  The Debtor is
represented by Eric A. Liepins, Esq., at Eric A. Liepins, P.C.  The
case is assigned to Judge Russell F. Nelms.  The Debtor estimated
assets at $0 to $50,000 and liabilities at $1 million to $10
million at the time of the filing.


DONALD R. SWEAT: Unsecured Creditors To Recoup 10% in Five Years
----------------------------------------------------------------
Donald R. Sweats filed with the U.S. Bankruptcy Court for the
Western District of Tennessee a disclosure statement dated Oct. 17,
2016, describing the Debtor's plan of reorganization.

General unsecured creditors are classified in Class 2 and will
receive a distribution of 10% of their allowed claims, to be
distributed per the treatment set out in the Plan.  This class is
impaired under the Plan.  Total payout is $2,705.15.  The
claimholders will receive an annual payment of $541.03 for five
years.

Payments and distributions under the Plan will be funded by
revenues generated through the Debtor's mowing operation.

The Disclosure Statement is available at:

            http://bankrupt.com/misc/tnwb16-10107-81.pdf

The Plan was filed by the Debtor's counsel:

      Thomas H. Strawn, Esq.
      STRAWN & EDWARDS, PLLC
      314 North Church Avenue     
      Dyersburg, TN 38024

Donald R Sweat filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Tenn. Case No. 16-10107) on Jan. 19, 2016.


DORAL DENTAL: Hearing on Plan Outline Approval Set For Nov. 23
--------------------------------------------------------------
The Hon. Laurel M. Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida has scheduled for Nov. 23, 2016, at
11:00 a.m. the hearing to consider the approval of  Doral Dental,
P.A.'s disclosure statement referring to the Debtor's plan of
reorganization.

Objections to the Disclosure Statement must be filed by Nov. 16,
2016.

Under the Debtor's Plan, general unsecured creditors are classified
in Class 5, and will receive a distribution of 100% of their
allowed claims.  Payments and distributions under the Plan will be
funded by the debtor by the ongoing operation of the business.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/flsb16-13927-68.pdf

Doral Dental, PA, is a professional corporation, a dental practice
located at 10818 NW 58 St, Miami, Florida 33178.  Insiders of the
Debtor consist of owner Dr. Kerry Smith, the dentist.

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


DUFOUR PASTRY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Dufour Pastry Kitchens, Inc.
        251 Locust Avenue
        Bronx, NY 10454

Case No.: 16-12975

Chapter 11 Petition Date: October 24, 2016

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Hon. Stuart M. Bernstein

Debtor's Counsel: Dawn Kirby, Esq.
                  DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR,
LLP
                  One North Lexington Avenue
                  White Plains, NY 10601
                  Tel: (914) 681-0200
                  Fax: 914-681-0288
                  E-mail: dkirby@ddw-law.com

                         - and -

                  Jonathan S. Pasternak, Esq.
                  DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR,
LLP
                  One North Lexington Avenue
                  White Plains, NY 10601
                  Tel: (914) 681-0200
                  Fax: (914) 684-0288
                  E-mail: jpasternak@ddw-law.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Carla Krasner, vice president.

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

          http://bankrupt.com/misc/nysb16-12975.pdf


ENERGY FUTURE: DIP Lenders Commit $75-Mil. in Term Loans
--------------------------------------------------------
Energy Future Holdings Corp., Energy Future Intermediate Holding
Company LLC and EFIH Finance Inc. and certain of EFH Corp.'s
subsidiaries on Oct. 20, 2016, entered into an Extension and
Increase Amendment to the EFIH DIP Credit Agreement with Deutsche
Bank AG New York Branch, as administrative agent and collateral
agent, and the lenders party thereto.

Pursuant to the 2016 EFIH DIP Amendment:

     (a) the EFIH Debtors received additional term loan commitments
in an aggregate principal amount of $75.0 million and

     (b) the Maturity Date was extended to the earliest to occur of
(i) June 30, 2017 -- subject to a six-month extension upon the
payment of an extension fee and the satisfaction of certain
conditions specified in the 2016 EFIH DIP Amendment -- (ii) the
effective date of any Reorganization Plan (as defined in the EFIH
DIP Credit Agreement), (iii) the consummation of a sale of all or
substantially all of the EFIH Debtors' assets or stock under
Section 363 of the Bankruptcy Code and (iv) the acceleration of any
loans under the EFIH DIP Credit Agreement or the termination of any
then outstanding term loan commitments in accordance with the terms
of the EFIH DIP Credit Agreement.

The EFIH Debtors paid aggregate fees and expenses of approximately
$9.7 million in connection with the entrance into the 2016 EFIH DIP
Amendment.

A copy of the Extension and Increase Amendment to Senior Secured
Superpriority Debtor-in Possession Credit Agreement, dated as of
Oct. 20, 2016, by and among Energy Future Intermediate Holding
Company LLC, EFIH Finance Inc., Deutsche Bank AG New York Branch,
as administrative agent and collateral agent, and the lenders party
thereto, is available at https://is.gd/Q4MxkI

                    About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a Portfolio
of competitive and regulated energy businesses in Texas.

Oncor, an 80 percent-owned entity within the EFH group, is the
largest regulated transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.

The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS).

As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion.  The Debtors have
$42 billion of funded indebtedness.

EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal. The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.

The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal advisor, and Centerview Partners, as financial advisor.
The EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor.  Epiq
Systems is the claims agent.

Wilmington Savings Fund Society, FSB, the successor trustee for
the second-lien noteholders owed about $1.6 billion, is represented

by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A.
Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq.,
Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey,
Esq., and Howard L. Siegel, Esq.  An Official Committee of
Unsecured Creditors has been appointed in the case. The Committee
represents the interests of the unsecured creditors of only of
Energy Future Competitive Holdings Company LLC; EFCH's direct
subsidiary, Texas Competitive Electric Holdings Company LLC; and
EFH Corporate Services Company, and of no other debtors. The
Committee has selected Morrison & Foerster LLP and Polsinelli PC
for representation in this high-profile energy restructuring. The
lawyers working on the case are James M. Peck, Esq., Brett H.
Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster
LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq.,
Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC.

In December 2015, the Bankruptcy Court confirmed the Debtors'
Sixth Amended Joint Plan of Reorganization.  In May 2016, certain
first lien creditors of TCEH delivered a Plan Support Termination
Notice to the Debtors and the other parties to the Plan Support
Agreement, notifying the parties of the occurrence of a Plan
Support Termination Event.  The delivery of the Plan Support
Termination Notice caused the Confirmed Plan to become null and
void.

Following the occurrence of the Plan Support Termination Event as
well as the termination of a roughly $20 billion deal to sell the
Debtors' stake in Oncor Electric Delivery Co., the Debtors filed
the Plan of Reorganization and the Disclosure Statement with the
Bankruptcy Court on May 1, 2016.  On May 11, they filed an amended
joint plan of reorganization and a related disclosure statement.

In June 2016, Judge Sontchi approved the disclosure statement
explaining Energy Future Holdings Corp., et al.'s second amended
joint plan of reorganization of the TCEH Debtors and the EFH
Shared Services Debtors.

On Aug. 27, 2016, Judge Sontchi confirmed the Chapter 11 exit
plans of two of Energy Future Holdings Corp.'s subsidiaries,
power generator Luminant and retail electricity provider TXU Energy
Inc.


ENQUEST PLC: Chapter 15 Case Summary
------------------------------------
Chapter 15 Petitioner: Stefan Ricketts

Chapter 15 Debtor: EnQuest PLC
                   Cunard House, 5th Floor
                   15 Regent Street
                   London SW1Y4L
                   United Kingdom

Chapter 15 Case No.: 16-12983

Type of Business: The Debtor is an oil and gas production and
                  development company focused on maturing assets
                  and undeveloped oil fields.

Chapter 15 Petition Date: October 24, 2016

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Chapter 15 Petitioner's Counsel: Alan W. Kornberg, Esq.
                                 PAUL, WEISS, RIFKIND, WHARTON
                                 & GARRISON, LLP
                                 1285 Avenue of the Americas
                                 New York, NY 10019
                                 Tel: (212) 373-3209
                                 Fax: (212) 757-3990
                                 E-mail: akornberg@paulweiss.com

Total Assets: $3.97 billion as of June 30, 2016

Total Liabilities: $3.23 billion as of June 30, 2016


EPIQ SYSTEMS: S&P Lowers CCR to 'B' Then Withdraws Rating
---------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Kansas
City-based Epiq Systems Inc. to 'B' from 'B+'.  The outlook is
stable.

At the same time, S&P removed all of its ratings on the company
from CreditWatch, where S&P had placed them with positive
implications on July 28, 2016.

S&P subsequently withdrew all ratings on Epiq Systems.

The ratings downgrade and subsequent withdrawal follow the
completion of the merger of Epiq Systems with DTI Holdco on Sept.
30, 2016.



ESSENTIAL POWER: Moody's Assigns B1 Rating on New $75MM Revolver
----------------------------------------------------------------
Moody's Investors Service affirmed the B1 rating on Essential Power
LLC's $565 million senior secured term loan ($531 million currently
outstanding) due in 2019, and assigned a B1 rating to Essential's
new $75 million revolving credit facility, which replaces the
existing $100 million revolving credit facility that matures in
2017.  The new revolving credit facility matures in August 2018,
but the amount drops to $67.5 million after August 2017, when one
of the lenders, who did not agree to the extension, drops out.  The
rating outlook is revised to stable from negative.

Today's rating action assumes lender approval of a proposed
amendment to the senior secured credit facilities that will, among
other things, reset financial covenants, reduce the amount
outstanding under Essential's term loan facility by $33 million to
$498 million, and extend the revolving credit facility maturity
date to August 2018 from August 2017.  These proposed changes
improve Essential's financial flexibility during a period of low
natural gas and power prices and alleviate concerns Moody's has
previously cited in the negative outlook.

                         RATINGS RATIONALE

The B1 rating affirmation and assignment reflect an expectation
that Essential will generate key financial metrics that are
appropriate for the 'B' rating category outlined under Moody's
Power Generation Project methodology (methodology).  This
expectation considers capacity revenue visibility that exists
across Essential's generating portfolio over the next three years,
along with various hedging arrangements, which together provide
greater certainty to near-term financial performance.

Moreover, the B1 rating incorporates debt reduction, including the
6% reduction contemplated as part of the amendment.  The B1 rating
further acknowledges the existence of strong sponsor support from
the new owner, The Carlyle Group (Carlyle), who purchased the
portfolio earlier this year.  In addition, Carlyle, through its
affiliation with Cogentrix, has agreed to take on all support
assignments, including operations and maintenance, which were in
place with the prior sponsor, while reducing the asset management
fee by $8 million annually.

The change in Essential's outlook to stable primarily considers the
anticipated reset of Essential's financial covenants, which when
completed and coupled with a $33 million or 6% debt reduction will
provide ample headroom alleviating concerns around a potential
future covenant violation.  The change in outlook also acknowledges
Essential's high reliance on known capacity revenues during the
remaining term of the debt, which provides greater comfort around
future financial performance.

Moody's had revised Essential's outlook to negative from stable in
April 2016 noting the potential for a financial covenant breach in
the 2017-2018 time period as the tests under both the leverage
covenant and the interest coverage covenant were scheduled to
tighten.  Under the amendment, the leverage covenant requirement
will change from 7.25x to 7.00x for the quarters ended June 30 and
Sept. 30, 2017, and then change to 6.75x for the quarter ended of
December 2017, as opposed to tightening to 6.25x on June 30, 2017.
The amendment contemplates the leverage covenant test declining to
6.25x on March 31, 2018, (as originally contemplated), but
declining to 5.75x for the June 30, 2018 period (as opposed to the
much tighter decline to 5.25x).  Subsequent to June 30, 2018, the
leverage covenant will remain unchanged from the original deal.
Also under the amendment, the interest rate coverage covenant will
also remain unchanged.  Modifying the leverage covenant as
described above plus reducing debt by $33 million or 6% provides
additional headroom for the borrower.  Moody's current expectation
is that Essential will achieve leverage and interest coverage
ratios in the 3.5x-6.5x and 3.0x-5.0x ranges, respectively, during
this timeframe, allowing for comfortable compliance under
reasonable downside scenarios examined by Moody's.

From a financial perspective, based on Moody's calculation of key
financial ratios (which excludes certain add backs such as expenses
associated with long-term services agreements), Moody's expects
Essential to produce financial metrics in line with the 'B' rating
category in the methodology.  Moody's believes that rising capacity
revenue derived from both the PJM and ISO-New England (ISO-NE)
markets will result in Essential producing improved financial
performance.  Specifically, we understand that the 265-megawatt
Lakewood plant was able to clear the 2017/18 PJM Capacity
Performance (CP) Transition Incremental Auction at a price of
$151.50/MW-day, which is significantly higher than the RPM Base
Auction price of $120.00/MW-day for the same capacity year.
Moreover, the RPM Base Auction price for the 2018/19 capacity year
is even higher at $210.63/MW-day (CP was $225.42/MW-day), and
forward capacity auctions in ISO-New England have also seen rising
prices.  The most recent RPM Auction for the 2019/20 capacity year
reverted closer to trend at $120.00/MW-day.  This provides
visibility for future contractual cash flows, which helps to offset
the expected volatility from merchant energy margins.

With respect to refinancing risk, the term loan B matures in August
2019.  Based upon Moody's view of the merchant energy market, it
anticipates a sizeable amount of the debt will need to be
refinanced in 2019 and debt repayment largely depends upon the
level of energy margins earned from the Essential portfolio.  That
said, several PJM and ISO-New England capacity auctions will occur
prior to the maturity of the term loan, which will give visibility
into cash flows into 2020 and beyond and should aid refinancing
prospects, particularly if the capacity results meet or exceed our
expectations.

Essential plans to reduce its $100 million revolving credit
facility to $75 million as part of the amendment package, but has
requested that banks extend their maturity one year to August 2018
from August 2017, a modestly positive rating factor.  Moody's
understands from management that all the banks have agreed to the
extension except for one, which will then exit the revolver at its
current maturity date of August 2017.  At that time, the revolver
will reduce to $67.5 million, maturing in 2018.  In addition,
Essential is changing its security for financial and commercial
letters of credit from cash-collateralized LCs to revolver backed
LCs, resulting in the release of approximately $41 of restricted
cash and $30 million of "excess cash" from the balance sheet, some
of which will pay down the term loan as described above and
dividend $29 million to the sponsor.  A $22 million letter of
credit will be issued under the revolver to satisfy the six-month
debt service reserve requirement.  After the amendment is executed,
Essential will have $24 million of cash on the balance sheet and
the $75 million revolver, which will be used to backstop the $22
million Debt Service Reserve LC and $19 million in commercial LCs,
leaving total Essential liquidity at $58 million. Also, as part of
the amendment, Essential will eliminate a separate $25 million
revolver for the Lakewood facility, which was executed in March
2015 and set to mature in March 2020.  Moody's views the reduction
of these pockets of liquidity as a credit negative for Essential,
but view the issuer's liquidity as adequate for the rating and as
the revolver has been extended to August 2018, a modest credit
positive.  There is fairly high predictability about a sizeable
portion of Essential's future cash flow owing to the capacity
auction results in PJM and ISO-NE.

An additional rating consideration is Moody's view of this
management team, which Moody's believes has been successful in
managing this portfolio through difficult times.  The plants have
performed well from an operational perspective, and Moody's would
expect similar performance given the operating expertise of
Cogentrix, which will be combined with the Essential Power Services
platform to operate the plants.

The stable outlook incorporates Moody's view that the credit
agreement will be amended as anticipated, which should stabilize
credit quality over the intermediate term.  The stable outlook also
acknowledges the good visibility that exists for capacity revenues
into the 2019/20 time frame, and factors in the expectation that
the Essential assets will continue to be beneficiaries of these
capacity revenues in subsequent auctions.  The outlook further
expects the assets to continue to operate consistent with their
design capability, and that the Project meets financial projections
over the next several years.

In light of the rating action and Moody's expectation that
financial metrics will remain within the B-rating category, the
rating is unlikely to be upgraded in the intermediate-term.  The
rating could face upward momentum should the project repay the term
loan faster than expected, secure more robust and more predictable
cash flows from subsequent capacity auctions or from the execution
of reliable hedges, which together help to achieve sustained
financial metrics commensurate with Ba rating category.

The rating and/or outlook could face downward pressure if the
anticipated energy margins are not realized, or if there are any
events such as extended outages or fuel supply disruptions that
might prevent Essential Power from producing anticipated energy
margins.  Additionally, Essential's inability to execute the
amendment to the credit facilities, including the extension of the
revolver, could also negatively affect the outlook and the rating.

The current ratings are based upon Moody's understanding of the
proposed terms and conditions of the amendment and are subject to
our receipt and review of final documentation being consistent with
the proposed terms.

The principal methodology used in this rating was Power Generation
Projects published in December 2012.

Essential is a wholesale power generation and marketing company
owned by The Carlyle Group.  Essential owns a portfolio of five
power generation assets totaling 1,820 megawatts (MW) located in
the PJM and ISO-NE power markets.  In the eastern area of PJM,
Essential owns an 80% interest in the 265 MW dual-fueled Lakewood
Energy facility (Lakewood), as well as the Ocean Peaking Power and
Rock Springs facilities, both of which are 358 MW natural gas-fired
peaking plants.  In ISO-New England, Essential owns the 575 MW
dual-fueled, combined-cycle Newington Energy (Newington) facility.
Essential also owns and manages a collection of oil-fired and
natural gas-fired aero-derivative units, a dual-fueled steam
turbine generator, and several `run-of-the-river' hydro-electric
generation facilities, which combined represent 264 MW of total
portfolio capacity.


ESSENTIAL POWER: S&P Affirms 'BB-' Rating on Sr. Secured Debt
-------------------------------------------------------------
S&P Global Ratings said it affirmed its 'BB-' rating on Essential
Power LLC's senior secured debt.  The outlook remains negative.  At
the same, S&P left unchanged the '2' recovery rating on the debt,
which indicates S&P's expectations for substantial (70% to 90%;
lower end of the range) recovery of principal in a default
scenario.

Essential is amending its credit agreement to reduce credit
facility capacity by $25 million, extend the maturity one year to
2018, and give more leverage covenant headroom from mid-2017 to
mid-2018 to protect against unexpected market volatility.  The
revolver will be reduced to $75 million through August 2017, then
$67.5 million until maturity in 2018.  The project is also
eliminating the revolving credit facility at Lakewood.  The
amendment will keep pricing at Libor plus 375.

"The negative outlook over the next 12 to 18 months reflects our
view that if market conditions weaken, or the project experiences
operational underperformance, debt service coverage ratios could
fall materially below our expectations and enough to lower the
rating," said S&P Global Ratings credit analyst Kimberly
Yarborough.  "Persistently depressed spark spreads, weak demand
growth, and low gas prices could contribute to a further weakening
of coverage ratios and heightened refinance risk."

S&P thinks there is one in three chance that cash flows could be
meaningfully lower than S&P's base case due to lower demand growth
and declining spark spreads.  Additional factors that could lead to
a lower rating include operational problems at the plants or
sustained weaker-than-expected financial performance, with debt
service coverage ratios (DSCRs) dropping below 1.4x on a sustained
basis in S&P's base case.

While not likely at this time, an outlook revision to stable would
require stronger-than-expected financial performance, which would
come only from improved market conditions.  DSCRs would need to be
consistently above 1.6x, with stable operational performance at the
plants.



FERROVIAL SA: Projects Lack Transparency, UNITE HERE Report Shows
-----------------------------------------------------------------
A new report released on Oct. 24, 2016, from UNITE HERE details
bankruptcies, a lack of transparency and other controversies
surrounding projects led by Spanish firm Ferrovial and its
affiliates.

Ferrovial is a key member of I-66 Express Mobility Partners, a
company the Virginia Department of Transportation (VDOT) selected
for its short list of eligible bidders for the I-66 Outside the
Beltway toll road project.  VDOT could decide to partner with
Ferrovial's company on the $2.1 billion project.

The new report details the recent performance of Ferrovial and its
affiliates.  The report identifies the following concerns:

   -- Bankruptcy: Of Ferrovial's four completed U.S. projects, two
have filed for bankruptcy.

   -- Public Controversy: After a Ferrovial affiliate signed a
contract to expand toll roads in North Carolina, the state House of
Representatives voted by a three-to-one margin to cancel the
agreement, and the project has become a focal point of the
governor's race.

   -- Lack of Transparency: Ferrovial affiliates and the public
entities with which they contracted have refused to release basic
information, such as traffic projections, about their
public-private partnerships.

   -- Toll Increases: Tolls on an Ontario highway managed by a
Ferrovial company rose to as high as 62 cents per mile this year.

   -- Missed Projections: Moody's reported that in fiscal year
2014, traffic on Texas State Highway 130, then operated by a
Ferrovial company, would be 70 percent below the initial forecast.

The $2.1 billion I-66 Outside the Beltway project will shape
Virginia's transportation infrastructure for decades to come.  This
new report aims to warn decision makers, elected officials and the
public about the potential risks of partnering with Ferrovial's
I-66 Express Mobility Partners.

Ferrovial SA is a Spain-based company engaged in the transportation
infrastructure sector.  The Company's activities are structured in
four business lines: Services, Toll Roads, Construction and
Airports.


FILIP TECHNOLOGIES: Aricent Offers to Buy Company Out of Bankruptcy
-------------------------------------------------------------------
Sarah Chaney, writing for The Wall Street Journal, reported that
digital design and engineering firm Aricent Holdings Luxembourg is
angling to buy child-locator-technology company FilipTechnologies
Inc. out of bankruptcy.

According to the report, citing papers filed in Bankruptcy Court,
if successful as the stalking horse, or lead, bidder, in Filip's
bankruptcy auction, Aricent will acquire Filip's intellectual
property, databases and proprietary software for $475,000 in cash
plus liabilities.

Filip creates colorful child-appropriate wristband phones and
tracking devices that keep parents informed of their children's
whereabouts, the report related.  The system incorporates an
emergency alert that notifies parents if their child has left a
designated safe zone, the report further related.

Filip is proposing that rival bids be due Nov. 4, 2016, with an
auction to be held Nov. 7, the report said.  It wants a bankruptcy
judge to consider the winning bid at a Nov. 8 sale hearing, the
report added.

                    About Filip Technologies

Filip Technologies, Inc., a start-up company which was formed in
2013, currently employs eight individuals and operates in the
United States and Spain.

Each of the Debtors filed a voluntary petition under Chapter 11 of
the Bankruptcy Code in the U.S. Bankruptcy Court for the District
of Delaware on Oct. 5, 2016.  The cases have been assigned to
Judge
Kevin Gross.

The Debtors owe $480,000 to AT&T and $2.6 million to trade
vendors,
as disclosed in court papers.

The Debtors have engaged Moore & Van Allen, PLLC as the general
counsel; Bielli & Klauder, LLC as local counsel; Ankura Consulting
Group, LLC as restructuring advisor; and Braekhaus Dege
Advokatfirma DA as special Norway counsel.


FILIP TECHNOLOGIES: Taps Bielli & Klauder as Co-Counsel
-------------------------------------------------------
Filip Technologies Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to hire Bielli & Klauder, LLC.

Bielli & Klauder will serve as co-counsel with Moore & VanAllen
PLLC, another firm tapped by the company to be its lead bankruptcy
counsel.  

The services to be provided by the firm include preparing the
Chapter 11 plan of the company and its affiliates, and advising
them regarding the contemplated sale of their assets.

The hourly rates for the principal attorneys proposed to represent
the companies are:

     David M. Klauder       Member        $350
     Thomas Bielli          Member        $350
     Nella Bloom            Of Counsel    $325
     Cory P. Stephenson     Associate     $205

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

Bielli & Klauder, LLC can be reached through:

     David M. Klauder, Esq.
     Bielli & Klauder, LLC
     1204 North King Street
     Wilmington, DE 19801

                    About Filip Technologies

Filip Technologies, Inc., a start-up company which was formed in
2013, currently employs eight individuals and operates in the
United States and Spain.

Each of the Debtors filed a voluntary petition under Chapter 11 of
the Bankruptcy Code in the U.S. Bankruptcy Court for the District
of Delaware on Oct. 5, 2016.  The cases have been assigned to Judge
Kevin Gross.

The Debtors owe $480,000 to AT&T and $2.6 million to trade vendors,
as disclosed in court papers.

The Debtors have engaged Braekhaus Dege Advokatfirma DA as special
Norway counsel.


FILIP TECHNOLOGIES: Taps Moore & Van Allen as Lead Counsel
----------------------------------------------------------
Filip Technologies Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to hire Moore & Van Allen PLLC.

The firm will serve as lead counsel of the company and its
affiliates in connection with their Chapter 11 cases.  

Moore will advise the companies regarding their duties under the
Bankruptcy Code, prepare their bankruptcy plan, and advise them
regarding the sale of their assets.

The hourly rates for the principal attorneys proposed to represent
the companies are:

     Zachary Smith            Member        $675
     Hillary Crabtree         Member        $470
     Martha Glenn Huether     Associate     $260

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

Moore can be reached through:

     Zachary H. Smith, Esq.
     Moore & Van Allen PLLC
     100 North Tryon Street, Suite 4700
     Charlotte, NC 28202-4003
     Tel: (704) 331-1000
     Fax: (704) 331-1159

                    About Filip Technologies

Filip Technologies, Inc., a start-up company which was formed in
2013, currently employs eight individuals and operates in the
United States and Spain.

Each of the Debtors filed a voluntary petition under Chapter 11 of
the Bankruptcy Code in the U.S. Bankruptcy Court for the District
of Delaware on Oct. 5, 2016.  The cases have been assigned to Judge
Kevin Gross.

The Debtors owe $480,000 to AT&T and $2.6 million to trade vendors,
as disclosed in court papers.

The Debtors have engaged Braekhaus Dege Advokatfirma DA as special
Norway counsel.


FISHHAWK DENTAL: Plan & Disclosure Statement Must Be Filed Jan. 3
-----------------------------------------------------------------
The Hon. K. Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida has given Fishhawk Dental, P.A., until Jan. 3,
2017, to file a plan of reorganization and disclosure statement.

Fishhawk Dental, P.A., filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Case No. 16-07855) on Sept. 12, 2016, estimating
its assets at up to $50,000 and its liabilities at between $100,001
and $500,000.  Joel M. Aresty, Esq., at Joel M. Aresty PA serves as
the Debtor's bankruptcy counsel.


FOUR WELLS: Seeks to Hire Western Reserve as Appraiser
------------------------------------------------------
Four Wells Limited seeks approval from the U.S. Bankruptcy Court
for the Northern District of Ohio to hire Western Reserve Land
Economics.

The company tapped the firm as appraiser for certain real
properties in Aurora, Ohio.  The properties consist of developed
and undeveloped land owned by its affiliate Capital L. Corp.  

Western Reserve will receive a flat fee of $5,600, of which $2,000
will be paid as a retainer.  The firm will get the remaining $3,600
upon completion of its valuation report.

In case the firm is required to testify at a hearing or deposition
regarding the appraisal, it will charge an hourly rate of $175.

Werner Kostendt, principal of Western Reserve, disclosed in a court
filing that the members and employees of the firm are
"disinterested persons" as defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Werner T. Kostendt
     Western Reserve Land Economics
     1409 Haymarket Way
     Hudson, OH 44236
     Phone: (330) 656-2970

                         About Four Wells

Four Wells Limited, based in Aurora, OH, filed a Chapter 11
petition (Bankr. N.D. Ohio Case No. 16-50851) on April 13, 2016.
The Hon. Alan M. Koschik presides over the case. Michelle
DiBartolo-Haglock, Esq., at Thomas Trattner & Malone, LLC, as
bankruptcy counsel.

In its petition, the Debtor estimated $1 million to $10 million in
assets and $1 million to $10 million in liabilities. The petition
was signed by Louis Telerico, managing member.

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


FRANK CARDELLO: Unsecureds To Recover 1% Within 60 Mos.
-------------------------------------------------------
Frank Cardello filed with the U.S. Bankruptcy Court for the Eastern
District of New York a second amended disclosure statement dated
Oct. 14, 2016, referring to the Debtor's Chapter 11 plan dated Oct.
14, 2016.

Under the Plan, Class 3 General Unsecured Claims of entities of the
Debtor will be paid 1% of their claim within 60 months of the
Effective Date, unless a particular claim is objected to and the
objection is sustained.  The payment to this class will be 1% or a
total of $50 a month.  These claims total $279,295.20.  This Class
is impaired.

Payments and distributions under the Plan will be funded by the net
income from Debtor's employment.

The Second Amended Disclosure Statement is available at:

            http://bankrupt.com/misc/nyeb11-42040-212.pdf

As reported by the Troubled Company Reporter on Oct. 13, 2016, the
Debtor filed with the Court an amended plan of reorganization
proposing to pay holders of Class 4 Unsecured Claims a distribution
valued at approximately 1% of their claims in deferred monthly
payments within 72 months of the Effective Date of the plan.

Frank Cardello, aka Frank M. Cardello, is an individual.  The
Debtor has been a medical doctor of Internal Medicine for over 30
years.  The Debtor's practice remains steady.

The bankruptcy case is Frank Cardello, aka Frank M. Cardello, MD,
(Bankr. E.D.N.Y. Case No. 11-42040).

The Debtor is represented by David J. Doyaga, Esq., who has an
office in Brooklyn, New York.

On March 16, 201, the Debtor filed a voluntary petition for relief
in accordance with Chapter 13 of Title 11 of the U.S. Code in the
U.S. Bankruptcy Court for the Eastern District of New York, at
Brooklyn.  Michael J. Macco, Esq., was appointed the Chapter 13
Trustee of the Debtor.  On Oct. 7, 2015, a court order was entered
converting the case from Chapter 13 to Chapter 11.  Conversion was
necessary because the Debtor could not make all the necessary
payments within the five-year restriction of Chapter 13.


FREMAK INDUSTRIES: Court Directs Appointment of Ch. 11 Examiner
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
issued an order directing the United States Trustee to appoint a
Chapter 11 Examiner for Fremak Industries, Inc.

Upon consent of the Debtor, the Motion seeking the appointment of
an examiner is granted and the portion of the Motion seeking the
appointment of a Chapter 11 Trustee is withdrawn without
prejudice.

The Examiner will investigate and file a written report within 45
days of commencing its work. The budget for the Examiner will be
limited to $25,000 subject to increase upon consent of the parties
or good cause shown to the Court.

             About Fremak Industries

Fremak Industries, Inc., based in New York, filed a Chapter 11
bankruptcy petition (Bankr. S.D.N.Y. Case No. 15-11740) on July 1,
2015. Hon. Sean H. Lane presides over the case.  The petition was
signed by Leon Goldenberg, president.

In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities.

David L. Barrack, Esq., at Polsinelli PC, serves as the Debtor's
counsel.

The Debtor is currently acting as a debtor-in-possession pursuant
to Section 1107 of the Bankruptcy Code.


FRONTIER HOTELS: Has Until Jan. 3 to File Disclosures & Plan
-------------------------------------------------------------
Frontier Hotels, Inc., has until Jan. 3, 2017, to file with the
U.S. Bankruptcy Court for the Southern District of Texas a
disclosure statement and plan of reorganization.

Frontier Hotels, Inc., based in Houston, Tex., filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 16-34477) on Sept. 5, 2016.
The Hon. Karen K. Brown presides over the case.  James B. Jameson,
Esq., serves as bankruptcy counsel.

In its petition, the Debtor declared $6 million in total assets and
$5.13 million in total liabilities. The petition was signed by
Muddasa Khan, president.


GENESEE & WYOMING: Moody's Affirms Ba2 CFR; Outlook Remains Stable
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Genesee & Wyoming
Inc., including the Ba2 Corporate Family Rating and the Ba2 ratings
of the company's credit facility, following the announcement that
it plans to acquire the internal rail haulage operator of Glencore
Plc in the Hunter Valley coal region in Australia for A$1.14
billion ($866 million).  The ratings outlook remains stable.

                         RATINGS RATIONALE

The affirmation of Genesee & Wyoming's ratings considers the
limited incremental effect on financial leverage from the planned
acquisition, the unique familiarity that Genesee & Wyoming has with
the GRail operations as well as the mitigation of risk from
long-term coal exposure through a new take-or-pay rail haulage
contract with Glencore.

The GRail acquisition is structured as a joint investment by
Genesee & Wyoming and funds managed by Macquarie Infrastructure and
Real Assets.  Genesee & Wyoming will contribute its existing
Australian rail operations and MIRA will contribute approximately
A$644 million ($489 million) in equity and shareholder loans,
resulting in a 51% ownership for Genesee & Wyoming of the combined
entity.  Taking into account new acquisition debt issued by GWA JV
of A$690 million ($524 million) and a A$250 million ($190 million)
repayment of Genesee & Wyoming's outstanding Australian term loan,
Moody's estimates debt/EBITDA of 4.1 times in 2016 on a pro forma
basis for the transaction, compared to an expected 3.8 times in
2016 for Genesee & Wyoming on a standalone basis.  The estimated
pro forma debt/EBITDA includes the impact of the $126 million
planned acquisition of U.S. regional railroad operator Providence
and Worcester Railroad Company.  While this level of financial
leverage is high for Genesee & Wyoming's Ba2 CFR, the company has a
consistent financial policy of deleveraging its balance sheet
following debt-funded acquisitions.

Genesee & Wyoming is uniquely familiar with GRail because it
currently operates the coal haulage business under a contract with
GRail.  GWA JV will enter into a new 20-year contract to haul coal
on an exclusive basis from Glencore's mines.  The contract provides
for minimum guaranteed volumes over the first 18 years, mitigating
the risk from long-term exposure to coal.  Moody's expects that the
GRail acquisition will materially enhance the profitability of
Genesee & Wyoming's Australian operations.

Genesee & Wyoming maintains good liquidity (SGL-2).  Moody's
estimates free cash flow to be $230 million in 2016, including
grants from outside parties, ample to fund mandatory amortizations
under the company's term loans of close to $25 million per quarter
that commenced in the third quarter of 2016.

The stable outlook is predicated on Moody's expectation that the
challenges posed by weak freight demand across the company's
geographies will abate, which, together with the earnings
enhancement from the GRail acquisition, will help to improve
margins to more than 20% in 2017.  Taking into account the
company's scheduled debt repayments, Moody's expects debt/EBITDA to
decrease to 3.6 times in 2017.

The ratings could be upgraded if Genesee & Wyoming increases its
scale, demonstrates an improvement in operating margins towards
historical levels of 25% and if debt/EBITDA is sustainably
maintained at around 3 times.  Meaningfully diminished risks in
relation to acquisitions would also be important to consider a
rating upgrade.

The ratings could be downgraded if demand for rail freight weakens
or if there is a meaningful deterioration in pricing or cost
structure that sustainably affects profit negatively, specifically
if operating margins fall materially below 20% over an extended
period.  The ratings could also be downgraded if we expect a
deterioration in credit metrics, such as debt/EBITDA moving towards
4 times or EBIT/Interest of less than 3.5 times.  Further, share
repurchases or an initiation of dividends is also likely to impact
ratings negatively.

Affirmations:

Issuer: Genesee & Wyoming Inc.
  Corporate Family Rating, Affirmed Ba2
  Probability of Default Rating, Affirmed Ba2-PD
  Speculative Grade Liquidity Rating, Affirmed SGL-2
  Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD3)

Issuer: GWI UK ACQUISITION COMPANY LIMITED
  Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD3)

Issuer: Genesee & Wyoming Australia Pty Ltd
  Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD3)

Outlook Actions:

Issuer: Genesee & Wyoming Inc.
  Outlook, Remains Stable

Issuer: GWI UK ACQUISITION COMPANY LIMITED
  Outlook, Remains Stable

Issuer: Genesee & Wyoming Australia Pty Ltd
  Outlook, Remains Stable

The principal methodology used in these ratings was Global Surface
Transportation and Logistics Companies published in April 2013.

Genesee & Wyoming operates 121 short line and regional freight
railroads worldwide.  In North America, Genesee & Wyoming owns 114
short line and regional freight railroads with more than 13,000
track miles, serving 41 U.S. states and four Canadian provinces. In
Australia, the company provides rail freight services in New South
Wales, the Northern Territory and South Australia and operates the
1,400 mile Tarcoola-to-Darwin rail line.  Genesee & Wyoming
acquired Freightliner Group Limited in March 2015, the U.K.'s
second-largest rail freight company that also has rail freight
operations in continental Europe.  Revenues for the last 12 months
ended June 2016 were $2.0 billion.



GENESEE & WYOMING: S&P Affirms 'BB' CCR; Outlook Negative
---------------------------------------------------------
S&P Global Ratings said that it has affirmed all of its ratings on
Genesee & Wyoming Inc., including S&P's 'BB' corporate credit
rating.  The outlook remains negative.

"The affirmation follows Genesee's announcement that it has agreed
to acquire GRail, the internal rail haulage operator of
Australia-based mining company Glencore PLC, for approximately $877
million," said S&P Global credit analyst Tatiana Kleiman.  "As part
of this transaction, Genesee also plans to sell a 49% stake in its
Australian operations to Macquarie Infrastructure and Real Assets
(MIRA)."



GOLFSMITH INT'L: Cassandra Porter Named Consumer Privacy Ombudsman
------------------------------------------------------------------
Andrew R. Vara, the Acting United States Trustee for Region 3,
appoints Cassandra Porter, Esq., member of Lowenstein Sandler LLP,
as the Consumer Privacy Ombudsman in the Chapter 11 bankruptcy case
of Golfsmith International Holdings, Inc., et al..

The CPO was notified that a hearing for approval of the proposed
sale of the Debtors' certain assets is scheduled on October 24,
2016 in the United States Bankruptcy Court, Wilmington, DE 19801.

The CPO may be reached at:

     Cassandra Porter, Esq.
     LOWENSTEIN SANDLER LLP
     65 Livingston Avenue
     Roseland, NJ 07068
     Tel: (646) 414-6876
     Fax: (973) 597-6313
     Email: cporter@lowenstein.com

                     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,
http://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 Jan. 1, 2011, the Company operated 75
stores in 21 states and 33 markets.

Golfsmith International Holdings, Inc., and 12 affiliates filed
Chapter 11 petitions (Bankr. D. Del. Case No. 16-12033) on Sept.
14, 2016, and are represented by Mark D. Collins, Esq., John H.
Knight, Esq., Zachary I. Shapiro, Esq., and Brett M. Haywood,
Esq.,
at Richards, Layton & Finger, P.A., in Wilmington, Delaware; and
Michael F. Walsh, Esq., David N. Griffiths, Esq., and Charles M.
Persons, Esq., at Weil, Gotshal & Manges LLP, in New York.

The Debtors' financial advisor is Alvarez & Marsal North America,
LLC. The Debtors' investment banker is Jefferies LLC. The Debtors'
claims, noticing and solicitation agent is Prime Clerk LLC.

At the time of filing, the Debtor had $100 million to $500 million
in estimated assets and $100 million to $500 million in estimated
liabilities.

Andrew Vara, acting U.S. trustee for Region 3, on Sept. 23, 2016,
appointed seven creditors to serve on the official committee of
unsecured creditors. The Committee hires Cooley LLP as lead
counsel, Chaitons LLP as Canadian counsel, Polsinelli PC as
Delaware counsel, Province, Inc. as financial advisor, A&G Realty
Partners as real estate advisor, Pope Shamsie & Dooley LLP as tax
accountants.


GOLFSMITH INT'L: Dick's Sporting Goods Wins Bankruptcy Auction
--------------------------------------------------------------
Lillian Rizzo, writing for The Wall Street Journal Pro Bankruptcy,
reported that Dick's Sporting Goods Inc. was named the winner at a
bankruptcy-run auction for Golfsmith International Holdings Inc.'s
U.S. stores, people familiar with the matter said.

According to the report, Dick's plans to keep open at least 30
stores, and liquidators Tiger Capital Group, Gordon Brothers Retail
Partners and Hilco Merchant Resources will close the rest of the
locations, the people added.

Liquidator firm Yellen Partners had placed the next highest bid,
which would have closed all of the U.S. stores, the report related,
citing the person.  By Oct. 21, only Dick's and Yellen were left at
the bidding table before Dick's was named the winner, the report
further related.

Other bidders at the auction included Wolrdwide Golf Enterprises
Inc., which worked with Great American Group, and Golf & Tennis Pro
Shop Inc., the report said, citing the people.

                    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,
http://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 Jan. 1, 2011, the Company
operated
75 stores in 21 states and 33 markets.

Golfsmith International Holdings, Inc., and 12 affiliates filed
Chapter 11 petitions (Bankr. D. Del. Case No. 16-12033) on Sept.
14, 2016, and are represented by Mark D.
Collins, Esq., John H. Knight, Esq., Zachary I. Shapiro, Esq., and
Brett M. Haywood, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware; and Michael F. Walsh, Esq., David N.
Griffiths, Esq., and Charles M. Persons, Esq., at Weil, Gotshal &
Manges LLP, in New York.

The Debtors' financial advisor is Alvarez & Marsal North America,
LLC.  The Debtors' investment banker is Jefferies LLC.  The
Debtors' claims, noticing and solicitation agent is Prime Clerk
LLC.

At the time of filing, the Debtor had $100 million to $500 million
in estimated assets and $100 million to $500 million in estimated
liabilities.

Andrew Vara, acting U.S. trustee for Region 3, on Sept. 23, 2016,
appointed seven creditors to serve on the official committee of
unsecured creditors.


GR HOSPITALITY: Lakeland Opposes Further Repayment Delay
--------------------------------------------------------
Lakeland West Capital XXV, LLC, filed an objection to the
Disclosure Statement filed by GR Hospitality Management, LLC.

Lakeland is complaining that under the Disclosure Statement, the
repayment of the Note is extended one year from confirmation of the
Plan.  Lakeland argues that given the Debtor has already had an
additional five and a half years from its first bankruptcy filing,
the extension is an unreasonable period of time based on the loan
history and risk to the Bank.  The Debtor, it points out, has
between trying unsuccessfully to sell or refinance the real
property for the last five and a half years.  Given that history,
the prospects for the Debtor selling or refinancing the real
property are suspect, Lakeland tells the Court.

According to Lakeland, "The Disclosure Statement does not show how
Lakeland's treatment is equal or superior to that it would receive
in Chapter 7 liquidation as required under 11 U.S.C. Sec. 1129.  In
view of the Debtor's past defaults, Lakeland had the right to
foreclose and immediately realize the value of its real and
personal property security.  The real property is valued at
$2,677,230, according to the Debtor's Schedules.  Lakeland would
have received as of the date of the filing the present value of its
collateral which Lakeland believes would be greater than the
$2,155,958 to be paid under the Plan.  It is unclear from the
Disclosure Statement what amount, if any, will be paid to the
unsecured creditors.  The amount of the deficiency claim of
Lakeland would be at least $1,118,254 based on its Proof of Claim
of $3,237,758.  The Disclosure Statement does not show how the Plan
provides more than Lakeland would have if the Debtor was liquidated
under Chapter 7."

A hearing on the Disclosure Statement is scheduled on Nov. 16,
2016, at 9:00 a.m.

On Oct. 22, 2007, the Debtor executed and delivered to Zions First
National Bank a promissory note in the original principal amount of
$2,665,000 (the "Note").  The Note provided for the Debtor to make
monthly payments of $21,088, consisting of principal and interest
to Zions.

The Debtor obtained confirmation of its Chapter 11 plan in its
first bankruptcy case in May 2011.  Under the confirmed Plan, the
Debtor made interest only payments of $414,497 per month to Zions
for five years.  The Note debt was amortized over 25 years with
interest on the secured amount of 6%.  The Debtor was to make a
balloon payment at the end of the five year Plan Term in the amount
of $2,039,477.  The Debtor failed to make the balloon payment,
which was due in May 2016.  After the Debtor failed to make the
balloon payment, the property was posted for foreclosure by
Lakeland, who has been assigned the Note, Deed of Trust and loan
documents by Zions.  The day before foreclosure, the Debtor filed
its second Chapter 11 case.

Lakeland is represented by:

          Richard G. Dafoe
          VINCENT SERAFINO GEARY WADDELL JENEVEIN, P.C.
          1601 Elm Street, Suite 4100
          Dallas, Texas 75201
          Tel: (214) 979-7427
          Fax: (214) 979-7402

                        The Chapter 11 Plan

In the new Chapter 11 case, the Debtor on Oct. 6, 2016, filed a
Chapter 11 plan and disclosure statement that says general
Unsecured Claims will be paid by the Reorganized Debtor over 12
months.  The payments will commence on the first day of the month
following the Effective Date and will continue on the first day of
each succeeding month until the end of the payment term.  The total
of claims in this class is estimated at $60,979.  This class is
impaired and the holder of a claim in this class is entitled to
vote to accept or reject the Plan.  A copy of the Disclosure
Statement is available at:

            http://bankrupt.com/misc/txnb16-70179-56.pdf

                       About GR Hospitality

GR Hospitality Management, LLC, operates the Best Western Plus
Graham Inn located in Graham, Texas.  GR Hospitality filed a
Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-70179) on June 6,
2016.  The petition was signed by Kirnbir S. Grewal, president.
The case is assigned to Judge Harlin DeWayne Hale.  At the time of
the filing, the Debtor estimated its assets and liabilities at $1
million to $10 million.  The Debtor is represented by Joyce W.
Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC.  

The Debtor first commenced a Chapter 11 bankruptcy proceeding with
the Court on June 30, 2010.  That filing resulted in the Debtor
confirming a Third Amended Plan of Reorganization on May 24, 2011.


GRAND & PULASKI: Allowed to Use Cash Collateral Until Dec. 31
-------------------------------------------------------------
Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Grand & Pulaski Citgo,
Inc. to use the cash collateral of Lender, assignee of Lakeside
Bank, and Parent Petroleum on an interim basis, from Nov. 1, 2016
through Dec. 31, 2016.

Lender asserts claims against the Debtor which it contends are
secured by valid and perfected first priority liens on
substantially all of the Debtor's assets.  Lender also asserts a
valid, perfected first priority lien on all cash from operations
and all other proceeds generated from the Personal Property
Collateral.

Parent Petroleum also asserts certain liens with respect to the
cash collateral.

Judge Thorne acknowledged that the Debtor requires the limited,
interim use of cash collateral for the maintenance and preservation
of the Personal Property Collateral through the payment of ordinary
and necessary expenses of operation.  

The approved Budget provides for total Operating Expenses in the
amount of $38,721 for the month of November 2016 and $39,721 for
the month of December 2016.

John M. Scali, Sr., was directed to remit to the Lender the amount
of $10,000 from Mr. Scali's debtor-in-possession account at
Lakeside Bank.

Lender and Parent Petroleum were granted a line against and
security interest in all presently-owned and after-acquired
property., assets, and rights of any kind or nature, of the Debtor
with respect to the Personal Property Collateral.  Lender and
Parent Petroleum were also granted replacement liens and security
interests in the Debtor's postpetition assets, and all assets of
the Debtor which are of the same type and nature as the Prepetition
Collateral, coming into existence or acquired by the Debtor on or
after the petition date to the same extent and priority as existed
with respect to the Prepetition Collateral.

A further hearing on the Debtor's continued interim use of cash
collateral is scheduled on Dec. 28, 2016 at 10:00 a.m.

A full-text copy of the Interim Order, dated Oct. 21, 2016, is
available at
http://bankrupt.com/misc/Grand&Pulaski2016_1605081_56.pdf

               About Grand & Pulaski Citgo

Grand & Pulaski Citgo, Inc., filed a chapter 11 petition (Bankr.
N.D. Ill. Case No. 16-05081) on Feb. 17, 2016.  The petition was
signed by John M. Scali, Sr., president.  The case is assigned to
Judge Deborah L. Thorne.  The Debtor estimated assets at $100,000
to $500,000 and debt at $1 million to $10 million at the time of
the filing.  The Debtor is represented by Joel H. Shapiro, Esq., at
Kamenear Kadison Shapiro & Craig.  


GULF PAVING: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Gulf Paving Company, Inc., as
of Oct. 21, according to a court docket.

Gulf Paving Company, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M. D. Fla. Case No. 16-08113) on Sept. 20,
2016.  The petition was signed by Timothy B. Lause, president.

At the time of the filing, the Debtor disclosed $2.82 million in
assets and $3.03 million in liabilities.

Richard A Johnston, Jr., Esq., at Johnston Law, PLLC, serves as the
Debtor's bankruptcy counsel.


HIGH-TOP HOLDINGS: RREF Wants Ch. 11 Trustee Appointed
------------------------------------------------------
RREF II BB Acquisitions, LLC, and RREF II BB-GA notified the United
States Bankruptcy Court for the District of Georgia that they will
ask the Court to consider their Motion for Appointment of a Chapter
11 Trustee for High-Top Holdings, Inc., during the hearing
scheduled on November 2, 2016.

According to the movants, the Debtor's lack of reorganization plan
for over 10 months indicates that the bankruptcy case may have been
filed for the sole purpose of stripping the Movants of their
judgment lien and so that Debtor can strip the property titled in
its name and convey such property to the Jackson family.  The
Movants assert that the Debtor's actions in the bankruptcy case has
largely centered on attacking the Movant's lien and removing the
property from the Debtor's estate.  Thus, the Movants believe that
the rehabilitation is not the purpose of the bankruptcy proceeding,
but rather the prompt appointment of a Chapter 11 Trustee.

The Movants are represented by:

        Lisa Wolgast, Ga., Esq
        John A. Lockett III, Ga., Esq.
        MORRIS, MANNING & MARTIN, LLP
        3343 Peachtree Road, N.E., Suite 1600
        Atlanta, GA 30326
        Tel. (404) 233-7000

              About High-Top Holdings

High-Top Holdings, Inc., filed a Chapter 11 petition (Bankr. N.D.
Ga. Case No. 16-10022-whd ) on January 4, 2016, and is represented
by J. Nevin Smith, Esq., in Carrollton, Georgia.

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.

The petition was signed by Japeth Jackson, president.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/ganb16-10022.pdf


INDIANTOWN COGENERATION: S&P Affirms 'BB' Rating on $127.8MM Notes
------------------------------------------------------------------
S&P Global Ratings said it has affirmed the rating of 'BBB-' on
ICL's $268.4 million senior secure notes and the 'BB' rating on
ICL's $127.8 million subordinated notes.  The outlook has changed
from stable to CreditWatch Positive based on the proposed
acquisition of the project by FPL and plans for reduced dispatch
levels at the plant, which should improve coverage levels because
of less operating risk and lower expenses.  The proposed
transaction further accelerates a trend towards higher coverage
levels due to a step down in debt service beginning in 2016.  S&P
expects to resolve its credit watch listing after the sale is
closed, which is expected next month.

                             SUMMARY

ICL is a special-purpose, bankruptcy-remote entity that owns and
operates a 330-megawatt (MW) coal-fired cogeneration plant in
Martin County, Fla., that has operated since 1995.  The plant is a
qualifying facility that generates cash flow by selling electric
capacity and energy to FPL under a power purchase agreement (PPA)
that expires in 2025.  In addition, the plant sells steam to Louis
Dreyfus Citrus Inc., an adjacent food-processing plant, under an
energy services agreement.  This agreement provides minimal cash
flow but continues to support the project's qualifying facility
status.  It expires at the end of 2016, but assuming ICL is not
mothballed, S&P anticipates a successor contract or other
beneficial re-use of thermal output will be sufficient to satisfy
the qualifying facility requirement.

The project's sponsor, Calypso Energy Holdings, LLC, plans to sell
its interests in ICL to FPL, the PPA offtaker, for $451 million
(including debt).  The sale was approved by the Florida PSC on Oct.
3, 2016.  The bonds are not callable or defeasible until 2020 and
will remain outstanding.  Upon financial close, FPL will be both
owner and off-taker with regulatory approval for full cost
recovery.  FPL has represented that it will continue to make
payments under the PPA to satisfy bond requirements and retain
ownership of the project, including all rights and obligations
associated with it.

FPL intends to reduce dispatch levels significantly in the coming
years, which we expect will improve coverage levels by reducing
operational risk and lowering operating expenses, thus offsetting
lost energy revenues.

                         OPERATIONS PHASE

Indiantown benefits from significant contracted cash flows from
fixed capacity payments under the PPA, which provide predictable
revenue streams and generates nearly all of the project's gross
margin through the life of the notes.  The transaction was
structured with the electric capacity portion of capacity revenues
declining in 2016 in line with a step down in debt service.
However, the fixed operations and maintenance (O&M) portion of
capacity payments continues to escalate, resulting in total
revenues dropping by a lower percentage than debt service and leads
to an improvement in coverage levels.

Indiantown's primary operating risk is a potential mismatch between
energy revenues and related fuel costs.  Under the PPA, Indiantown
receives an energy payment with a fuel-cost profile established by
certain coal costs of reference coal-fueled plants, but it secures
coal from a third party under a cost profile that might differ from
the reference plants.  If regional coal prices were to become
depressed and, consequently, reduce the index below the plant's
coal contract price, then Indiantown would achieve lower or
negative energy margins, weakening coverage.  However, lower
dispatch levels anticipated under FPL's proposed operating plan
will help to partially offset the fuel mismatch risk.

Moreover, this commodity exposure is somewhat mitigated by a
cost-sharing provision, in which Indiantown can recover about 40%
of the actual energy costs that are not otherwise reimbursed
through the PPA's energy payment formula although this provision is
subject to a 10% cap on the total annual energy payment amount owed
by FPL.  The operating phase stand-alone credit profile (SACP) for
senior debt is BBB- and for subordinated debt is BB. This is based
on the project's operating phase business assessment (OPBA) of '8'
which reflects the project's generic asset class of a coal-fired
cogeneration plant which entails complex technology that requires
advanced skills to maintain, limited market exposure, a foundation
of stable capacity revenues, and good operating history.  S&P
forecasts Indiantown's minimum senior DSCR over the debt term to
around 2.00x for the senior debt and 1.53x on a consolidated basis,
encompassing both senior and subordinated debt.  S&P's forecast
ratios have not revised from those in its last review and S&P
anticipates revisiting its base case assumptions following
consummation of the sale to FPL.

                             MODIFIERS

The sale to FPL will result in a reassessment of the project's
parent linkage to 'capped' from 'de-linked' based on the lack of an
anti-filing mitigant in the project agreements.  However, this is
not currently a rating constraint as the rating on FPL
(A-/Stable) is above the project's rating.

S&P views the project's liquidity as neutral to support overall
funding needs.  Liquidity consists of a $5 million working-capital
revolving facility, a debt-service reserve to benefit
first-mortgage holders, a cash-funded debt-service reserve fund to
benefit tax-exempt bondholders, and cash flows, which should be
around $60 million.  S&P thinks the liquidity would be sufficient
to help the project manage prolonged operational or market
setbacks.

The CreditWatch positive listing reflects S&P's view of Florida
Power & Light Co.'s proposed acquisition of Indiantown Cogeneration
L.P, which S&P expects will be positive to the rating.  FPL's plan
to reduce dispatch levels should reduce operational risk and
decrease operating expenses, leading to improved coverage levels.
The transaction also accelerates the movement towards higher
coverage levels due to reduced debt service starting in 2016.  S&P
will continue to monitor the transaction and resolve the
CreditWatch listing within 90 days following an analysis of cash
flows under revised operating assumptions and credit committee
review.



INT'L SHIPHOLDING: Taps Akin Gump as Counsel
--------------------------------------------
International Shipholding Corporation and its debtor-affiliates
seek authorization from the U.S. Bankruptcy Court for the Southern
District of New York to employ Akin Gump Strauss Hauer & Feld LLP
as counsel, nunc pro tunc to the July 31, 2016 petition date.

The Debtors require Akin Gump to:

   (a) advise the Debtors with respect to their rights, powers,
       and duties as debtors in possession in the continued
       operation of their business and the management of their
       properties;  

   (b) advise the Debtors with respect to the conduct of these
       chapter 11 cases, including all of the legal and
       administrative requirements in chapter 11;

   (c) advise the Debtors and take all necessary or appropriate
       actions at the Debtors' direction with respect to
       protecting and preserving the Debtors' estates, including
       prosecuting actions on the Debtors' behalf, defending any
       action commenced against the Debtors, and representing the
       Debtors in negotiations concerning litigation in which the
       Debtors are involved, including objections to claims filed
       against the Debtors' estates;

   (d) prepare pleadings in connection with these chapter 11
       cases, including motions, applications, answers, orders,
       reports, and other papers necessary or otherwise beneficial

       to the administration of the Debtors' estates;  

   (e) assist the Debtors in obtaining the Court's approval of the

       post-petition debtor-in-possession financing facility;

   (f) advise the Debtors in connection with any potential sale of

       assets;  

   (g) appear before the Court and any other courts to represent
       the interests of the Debtors' estates before such courts;

   (h) advise the Debtors regarding tax matters;  

   (i) attend meetings and represent the Debtors in negotiations
       with representatives of creditors and other parties in
       interest;  

   (j) negotiate, prepare, and obtain approval of the Debtors'
       chapter 11 plan and documents related thereto; and

   (k) perform and advise the Debtors  as to all other necessary
       legal services in connection with the chapter 11 cases,
       including, without limitation, (i) analyzing the Debtors'
       leases and contracts and assumptions and assignments or
       rejections thereof, (ii) analyzing the validity of liens
       against the Debtors, and (iii) advising the Debtors on
       corporate and litigation matters.   
   
Akin Gump will be paid at these hourly rates:

       David H. Botter, Partner        $1,220
       Sarah Link Schultz, Partner     $1,050
       Sarah J. Crow, Counsel          $770
       J. Robertson Clarke, Associate  $690
       Robert J. Shannon, Associate    $520
       Anthony Loring, Associate       $455
       Partners                        $800-$1,325
       Counsel                         $695-$875
       Associates                      $455-$795
       Paraprofessionals               $225-$350

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

Prior to the Petition Date, the Debtors advanced $250,000 to Akin
Gump on account of services to be performed and expenses to be
incurred in connection with the filing and prosecution of these
chapter 11 cases.  Prior to the Petition Date, Akin Gump debited
$14,922.45 against the Advance Payment on account of services
performed and expenses incurred in connection with the filing of
these chapter 11 cases.  The Debtors propose that the remaining
$235,077.55 of the Advance Payment be treated as an evergreen
retainer to be held by Akin Gump as security through these chapter
11 cases until Akin Gump's fees and expenses are awarded by final
order and payable to Akin Gump.

Sarah Link Schultz, partner of Akin Gump, 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.

The following is provided in response to the request for additional
information set forth in Paragraph D.1 of the Fee Guidelines.

   -- Akin Gump has represented the Debtors since May 2016. Akin
      Gump's customary billing practices, and the compensation
      Akin Gump received on account of the prepetition
      representation, remain the same postpetition. During the 12
      month period prior to the petition, Akin Gump's billing
      rates and material financial terms have not changed, other
      than the periodic adjustment to reflect economic and other
      conditions.

   -- The Debtors have approved a preliminary budget and staffing
      plan through the end of October 2016.

Akin Gump can be reached at:

       Sarah Link Schultz, Esq.
       AKIN GUMP STRAUSS HAUER & FELD LLP
       1700 Pacific Avenue, Suite 4100
       Dallas, TX 75201
       Tel: (214) 969-2800

                    About International Shipholding

International Shipholding Corporation filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 16-12220) on July 31, 2016. Its
affiliated Debtors also filed separate Chapter 11 petitions. The
petitions were signed by Manuel G. Estrada, vice president and
chief financial officer.

The Debtors are represented by David H. Botter, Esq., Sarah Link
Schultz, Esq., and Travis A. McRoberts, Esq., at Akin Gump Strauss
Hauer & Feld LLP. The Debtors' Restructuring Advisor is Blackhill
Partners, LLC.  Their Claims, Noticing & Balloting Agent is Prime
Clerk LLC.

The Debtors disclosed total assets at $305.08 million and total
debts at $226.83 million as of March 31, 2016.

William K. Harrington, the U.S. Trustee for the Southern District
of New York, on Sept. 1 appointed three creditors to serve on the
official committee of unsecured creditors of International
Shipholding Corporation. The Committee hires Pachulski Stang Ziehl
& Jones LLP as counsel, and AMA Capital Partners, LLC as financial
advisor.



INT'L SHIPHOLDING: Taps Blackhill Partners as Advisor and Banker
----------------------------------------------------------------
International Shipholding Corporation and its debtor-affiliates
seek authorization from the U.S. Bankruptcy Court for the Southern
District of New York to employ Blackhill Partners, LLC as financial
advisor and investment banker, nunc pro tunc to the July 31, 2016
petition date.

The Debtors require Blackhill Partners to:

   (a) review and analyze the Debtors' business, operations, and
       financial projections;

   (b) evaluate the Debtors' potential debt capacity in light of
       its projected cash flows;

   (c) assist in the determination of a range of values for the
       Debtors on a going concern basis;

   (d) assist the Debtors in assessing the range of potential
       Restructuring alternatives;

   (e) advise the Debtors on tactics and strategies for
       negotiating with the Debtors' stakeholders and effectuating

       any Restructuring;

   (f) assist the Debtors in the development, preparation, and
       distribution of selected information, documents and other
       materials to create interest in and to consummate any
       Restructuring or Financing;

   (g) if requested, and as applicable, assist the Debtors in pre-
       bankruptcy planning and in assisting in the negotiations
       for a pre-negotiated Plan of Reorganization;

   (h) be available at the Debtors' request to meet with the
       Debtors' management, board of directors, creditor groups,
       equity holders, and any official committees appointed in
       these chapter 11 cases, or other parties, to discuss any
       Restructuring;

   (i) if requested by the Debtors, participate in hearings before

       the court having jurisdiction over any Bankruptcy Case and
       provide relevant testimony; and

   (j) provide such other financial advisory or investment banking

       services as may from time to time be agreed upon by
       Blackhill and the Debtors, and that are within the scope of

       the engagement.
   
Blackhill Partners will be paid the following Fee Structure:

   -- Monthly Fee.  A non-refundable cash fee of $125,000 payable
      simultaneously with the execution of the Blackhill
      Engagement Letter and on the first monthly recurrence of the

      date of the Blackhill Engagement Letter (May 6, 2016) until
      the date the Blackhill Engagement Letter is terminated.

   -- Financing Fee.  If the Debtors consummate any Financing, a
      non-refundable cash fee equal to 4% of the aggregate
      proceeds of any Equity Financing and 2% of the aggregate
      proceeds of any other Financing payable on consummation of
      any Financing.

   -- Restructuring Fee.  If the Debtors consummate any
      Restructuring, a nonrefundable cash fee of $2,250,000,
      payable upon consummation of the Restructuring.  $25,000 of
      each Monthly Fee received by Blackhill will be credited
      towards any Restructuring Fee payable.

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

The Debtors also remitted to Blackhill an expense retainer of
$25,000 simultaneously with the execution of the Blackhill
Engagement Letter.

Laurence H. Gurley, managing director of Blackhill Partners,
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.

Blackhill Partners can be reached at:

       Laurence H. Gurley
       BLACKHILL PARTNERS, LLC
       2651 North Harwood Street, Suite 120
       Dallas, TX 75201
       Tel: (214) 382-3750
       Fax: (214) 382-3755

                    About International Shipholding

International Shipholding Corporation filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 16-12220) on July 31, 2016. Its
affiliated Debtors also filed separate Chapter 11 petitions. The
petitions were signed by Manuel G. Estrada, vice president and
chief financial officer.

The Debtors are represented by David H. Botter, Esq., Sarah Link
Schultz, Esq., and Travis A. McRoberts, Esq., at Akin Gump Strauss
Hauer & Feld LLP. The Debtors' Restructuring Advisor is Blackhill
Partners, LLC.  Their Claims, Noticing & Balloting Agent is Prime
Clerk LLC.

The Debtors disclosed total assets at $305.08 million and total
debts at $226.83 million as of March 31, 2016.

William K. Harrington, the U.S. Trustee for the Southern District
of New York, on Sept. 1 appointed three creditors to serve on the
official committee of unsecured creditors of International
Shipholding Corporation. The Committee hires Pachulski Stang Ziehl
& Jones LLP as counsel, and AMA Capital Partners, LLC as financial
advisor.



INT'L SHIPHOLDING: Taps Prime Clerk as Administrative Advisor
-------------------------------------------------------------
International Shipholding Corporation and its debtor-affiliates
seek authorization from the U.S. Bankruptcy Court for the Southern
District of New York to employ Prime Clerk LLC as administrative
advisor, nunc pro tunc to the July 31, 2016 petition date.

The Debtors require Prime Clerk to:

   (a) assist with, among other things, solicitation, balloting,
       and tabulation of votes, and prepare any related reports,
       as required in support of confirmation of a chapter 11
       plan, and in connection with such services, process
       requests for documents from parties in interest, including,

       if applicable, brokerage firms, bank back-offices, and
       institutional holders;

   (b) prepare an official ballot certification and, if necessary,

       testify in support of the ballot tabulation results;

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

   (d) provide a confidential data room, if requested;

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

   (f) provide such other processing, solicitation, balloting, and

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

Prime Clerk will be paid at these hourly rates:

       Analyst                       $30-$50
       Technology Consultant         $35-$95
       Consultant/Senior Consultant  $65-$170
       Director                      $175-$195
       Solicitation Consultant       $195
       Director of Solicitation      $210

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

Michael J. Frishberg, co-president and chief operating officer of
Prime Clerk, 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.

Prime Clerk can be reached at:

       Shai Waisman
       PRIME CLERK LLC
       830 3rd Avenue, 9th Floor
       New York, NY 10022
       Tel: (212) 257-5450
       E-mail: swaisman@primeclerk.com

                    About International Shipholding

International Shipholding Corporation filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 16-12220) on July 31, 2016. Its
affiliated Debtors also filed separate Chapter 11 petitions. The
petitions were signed by Manuel G. Estrada, vice president and
chief financial officer.

The Debtors are represented by David H. Botter, Esq., Sarah Link
Schultz, Esq., and Travis A. McRoberts, Esq., at Akin Gump Strauss
Hauer & Feld LLP. The Debtors' Restructuring Advisor is Blackhill
Partners, LLC.  Their Claims, Noticing & Balloting Agent is Prime
Clerk LLC.

The Debtors disclosed total assets at $305.08 million and total
debts at $226.83 million as of March 31, 2016.

William K. Harrington, the U.S. Trustee for the Southern District
of New York, on Sept. 1 appointed three creditors to serve on the
official committee of unsecured creditors of International
Shipholding Corporation. The Committee hires Pachulski Stang Ziehl
& Jones LLP as counsel, and AMA Capital Partners, LLC as financial
advisor.


INTERPARK INVESTORS: Can Continue Using Cash Through Dec. 17
------------------------------------------------------------
Judge Carol A. Doyle of the U.S. Bankruptcy Court for the Northern
District of Illinois authorized Interpark Investors, LLC, to
continue using cash collateral through Dec. 17, 2016.

The approved Budget covers the period beginning Oct. 18, 2016 and
ending Dec. 17, 2016.  The Budget provides for total operating
expenses in the amount of $60,131 for the period Oct. 18, 2016 to
Nov. 17, 2016, and $29,188 for the period Nov. 18, 2016 to Dec. 17,
2016.

A status hearing on the Debtor's use of cash collateral is
scheduled on Dec. 15, 2016 at 10:30 a.m.

A full-text copy of the Order, dated Oct. 21, 2016, is available at

http://bankrupt.com/misc/InterparkInvestors2016_1604404_70.pdf

                About Interpark Investors

Interpark Investors, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 16-04404) on Feb. 12,
2016.  The petition was signed by John J. Fitzmaurice, manager of
Interpark Manager, LLC, the Debtor's manager.  The case is assigned
to Judge Carol A. Doyle.  The Debtor estimated assets and
liabilities at $10 million to $50 million at the time of the
filing.  The Debtor is represented by Peter J. Roberts, Esq., at
Shaw Fishman Glantz & Towbin LLC, in Chicago, Illinois.  

Interpark Investors, LLC, is an Illinois limited liability company
that owns and operates two real estate parcels commonly known as
(i) 8601-8623 West Bryn Mawr Avenue, Chicago, IL, and (ii)
8600-8622 West Catalpa Avenue, Chicago, IL.

Though the Company acquired the Properties as a single Class B
multitenant office development consisting of 12 single-story
buildings and known as Interpark Corporate Center, the Company has
since divided the two Properties into two separate projects.

The Company continues to operate the Catalpa Property, which is the
southern parcel, as an office park with several commercial
tenants.

However, prior to the Petition Date, the Company terminated the
office rental operations at the Bryn Mawr Property, which is the
northern parcel, and slated it for demolition and redevelopment as
a seven-story, 394-unit residential apartment complex with 9,500
square feet of retail space.

Shortly before the Petition Date, the Company engaged CBRE, Inc.,
to sell the Bryn Mawr Property.  The Company intends to use the
proceeds generated from the sale of the Bryn Mawr Property to pay
down secured debt.  The Company intends to retain the Catalpa
Property.

Based on the most recent appraisal conducted on the Properties,
plus recent broker opinions of value, the Debtor asserts that the
collective value of the Properties exceeds $23 million.  CBRE has
estimated that the value of the Bryn Mawr Property alone exceeds
$17 million.


JIMMY FUENTES FONSECA: Court Approves Disclosure Statement
----------------------------------------------------------
The Hon. Brian K. Tester of the U.S. Bankruptcy Court for the
District of Puerto Rico has approved Jimmy Fuentes Fonseca and
Blanca I. Diaz Plaza's disclosure statement dated July 28, 2016,
referring to the Debtors' Chapter 11 plan dated July 28, 2016.

As reported by the Troubled Company Reporter on Aug. 15, 2016,
unsecured creditors will receive a dividend of 5% of their claims
under the Plan.  Creditors holding Class 12 general unsecured
claims will receive a dividend of 5% of their claims against Mr.
Fonseca, Blanca Diaz Plaza and JB Development Corp.

Objections to claims must be filed prior to the hearing on
confirmation.  The Debtor will include in its objection to claim a
notice that if no response to the objection is filed within 30
days, the motion will be considered and decided without the actual
hearing.  If a written response or opposition to the objection to
claim is timely filed, the contested matter will be heard on the
date that the hearing on confirmation has been scheduled and the
next available hearing date.

Any objection to confirmation of the Plan will be filed on or
before seven days prior to the date of the hearing on confirmation
of the Plan.

The Debtor will file with the Court a statement setting forth
compliance with each requirement in Section 1129, the acceptances
and rejections, and the computation of the same, within seven
working days before the hearing on confirmation.

                        About the Debtors

Jimmy Fuentes Fonseca and Blanca I. Diaz Plaza own properties in
Toa Baja, Puerto Rico, which they lease out to businesses and
individuals.

The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.P.R. Case No. 13-09196) on Nov. 1, 2013.  The
case is assigned to Judge Brian K. Tester.

Antonio I. Hernandez Santiago, Esq., at Hernandez Law Office serves
as the Debtor's bankruptcy counsel.

On Feb. 14, 2014, the case was substantively consolidated with
JB Development Inc.'s Chapter 11 case (Bankr. D.P.R. Case No.
13-09200) filed on Nov. 1, 2013.


KDA GROUP: Selling Clients to YPM To Fund Liquidating Plan
----------------------------------------------------------
KDA Group, Inc., filed with the U.S. Bankruptcy Court for the
Western District of Pennsylvania a disclosure statement to
accompany its liquidating plan dated Oct. 17, 2016.

Under the Plan, Class 3 General Unsecured Claims -- which total
$13,152,958.07 -- will be paid all remaining funds after payment of
Classes 1 and 2 have been paid in full.  The ultimate dividend to
the unsecured class will depend on the total number of allowed
claims and the results of the liquidation.  

The Debtor will be liquidating the assets of the company.  The
Debtor anticipates funds over the next 36 months from the sale of
its clients.  

The Plan will be funded by the collection of the accounts
receivable and the payment stream from the sale of the Debtor's
clients to YPM, Inc.  The Debtor anticipates a revenue stream of
approximately $280,000, over time, from YPM, Inc.  These funds will
be used to pay allowed claims.  The Debtor will also attempt to
collect delinquent accounts receivable.  The outstanding accounts
receivable are approximately $314,471.94.  Any amounts recovered
from the accounts receivable will be used to pay claims and
increase the dividend to creditors.  

The Debtor has a note in the amount of $250,000 to Joy from Within,
Inc Joy From Within, LLC.  Joy From Within used this note to
purchase a corporation.  Joy From Within believes that it was
defrauded in that sale and is pursuing legal action against the
seller.  If Joy From Within does not recover from the seller, there
will be no funds available for the Debtor.  Any funds that are
collected from this note will be used to pay claims and increase
the dividend to creditors.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/pawb16-21821-67.pdf

Headquartered in Pittsburgh, Pennsylvania, KDA Group, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No.
16-21821) on May 12, 2016, estimating its assets at between
$100,000 and $500,000 and liabilities at between $10 million and
$50 million.  The petition was signed by Nicholas D. E. Barran,
authorized representative.

Judge Gregory L. Taddonio presides over the case.

Donald R. Calaiaro, Esq., at Calaiaro Valencik serves as the
Debtor's bankruptcy counsel.

The Troubled Company Reporter, on July 1, 2016, reported that 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 KDA Group, Inc.


KEY ENERGY: Wins Approval of First Day Motions
----------------------------------------------
Key Energy Services, Inc. and certain of its domestic subsidiaries
filed voluntary petitions for reorganization under Chapter 11 of
the United States Bankruptcy Code on October 24, 2016 in the United
States Bankruptcy Court for the District of Delaware (the
"Bankruptcy Court"), pursuant to the terms of a plan support
agreement (the "Plan Support Agreement") among Key, Platinum Equity
and certain other holders of its 6.75% Senior Notes due 2021
("Senior Notes"), collectively holding more than 89% of its
outstanding Senior Notes, and certain lenders holding more than 87%
of the principal amount of loans outstanding under Key's Term Loan
Credit Agreement dated June 1, 2015 ("Term Loan"), that
contemplates the reorganization of the Debtors pursuant to a
prepackaged plan of reorganization (the "Plan").  

In accordance with the Plan Support Agreement, Key previously
commenced a solicitation for acceptance of the Plan, which was
accepted by voting holders of 99.89% in principal amount and 93.88%
in number of Key's Senior Notes and voting holders of 100% in
principal amount and 100% in number of loans under Key's Term Loan,
constituting the requisite number of voting holders of Key's Senior
Notes and term loans.

The Debtors filed various "first day" motions with the Bankruptcy
Court seeking approval of relief that allows the Debtors to
continue to operate in the ordinary course of business.  

On October 25, 2016, the Bankruptcy Court held a hearing to
consider such motions, and the Bankruptcy Court granted all "first
day" motions.  The relief granted allows the Debtors to pay their
employees, vendors and trade creditors in full in the ordinary
course of business and to maintain their customer-related programs
and policies.  The Bankruptcy Court has scheduled a confirmation
hearing for December 6, 2016 to consider entry of an order
confirming the Plan, and expect to emerge promptly thereafter.

Platinum Equity, a Los Angeles-based global investment firm with a
unique focus on operations and extensive experience helping
businesses in transition, as holder of a majority of the Company's
Senior Notes, will become Key's largest shareholder upon
consummation of the Plan.

The Debtors will continue to operate their businesses in the
ordinary course while the Chapter 11 cases are pending.  Upon
completion of the restructuring, reorganized Key will remain a
publicly traded company.

Robert Drummond, Key's President and Chief Executive Officer,
commented, "The filing of our prepackaged bankruptcy cases with the
Bankruptcy Court is an important milestone in the process of
restructuring Key to significantly reduce the Company's debt burden
and to position the Company to take advantage of opportunities that
emerge as the market recovers.  Importantly, this prepackaged Plan
will not interrupt our day-to-day operations and will allow Key to
continue to deliver a high level of service to our customers in a
safe manner and to pay our employees and vendors on a timely
basis."

Platinum Equity Partner Jacob Kotzubei said he is pleased that Key
Energy successfully obtained overwhelming support for the Plan from
its creditors and the Bankruptcy Court relief needed to allow Key
to continue to operate in the ordinary course while in bankruptcy.
"This is a critical step in Key's proposed restructuring that will
allow the company to emerge as a stable, well-capitalized
business," said Mr. Kotzubei.  "We continue to believe Key is an
ideal platform for growth and consolidation and we look forward to
working with Robert and the management team to help the business
thrive."

The principal components of the Plan include:

   -- Replacing Key's existing $100 million asset-based revolving
credit facility with a new ABL facility.

   -- Reducing Key's Term Loan obligations to $250 million.

   -- Exchanging 100% of Key's existing Senior Notes for 7.5
million shares of reorganized Key plus rights to acquire additional
shares of reorganized Key.

   -- Cancelling all of Key's existing common stock in exchange of
815,891shares of reorganized Key plus rights and warrants to
acquire additional shares of reorganized Key.

Additionally, contemporaneously with the solicitation, Key
conducted an offering of subscription rights to certain qualifying
holders of Key's Senior Notes and certain qualifying Key equity
holders to purchase shares of reorganized Key common stock.  The
proceeds of the rights offering -- which will range between $85
million and $110 million -- will permit Key to pay certain claims
under the Plan and will also provide liquidity to Key when it
emerges from bankruptcy.

Key is represented in its restructuring by Sidley Austin LLP, and
Platinum Equity is represented by Sullivan & Cromwell LLP.

                        About Key Energy

Headquartered in Houston, Texas, Key Energy, Inc., claims to be the
largest domestic onshore, rig-based well servicing contractor based
on the number of rigs owned.  The Company, which currently has
approximately 2,900 employees, provides a full range of well
services to major oil companies, foreign national oil companies and
independent oil and natural gas production companies including
Chevron Texaco Exploration and Production.

Key was organized in April 1977 and commenced operations in July
1978 under the name National Environmental Group, Inc.  In December
1992, the Company's name was changed to "Key Energy Group,  nc."
and then was subsequently changed to "Key Energy Services, Inc." in
December 1998.

The Debtors own approximately 880 rigs of various sizes,
approximately 2,500 trucks and similar vehicles, and thousands of
pieces of other equipment related to their businesses.  The Debtors
also own more than 135 pieces of real estate, including, among
other things, various permitted disposal wells for disposal of
saltwater and other fluid byproducts.  In addition, the Debtors own
certain patents and other intellectual property.

Each of Misr Key Energy Investments, LLC, Key Energy Services,
Inc., Key Energy Services, LLC and Misr Key Energy Services, LLC
filed a voluntary petition under Chapter 11 of the Bankruptcy Code
on
Oct. 24, 2016 (Bankr. D. Del. Proposed Lead Case No. 16-12306).
Key's other domestic and foreign subsidiaries are not part of the
bankruptcy filing.

As of the second quarter of 2016, the Company had approximately
$1.13 billion in total assets and approximately $1 billion in
aggregate funded debt.  As of the date of the Petition Date, the
Debtors hold approximately $29.8 million in encumbered,
unrestricted cash.  The Debtors currently have approximately $13.4
million of trade debt and other debt owed to general unsecured
creditors, as disclosed in court papers.

The Debtors have hired Sidley Austin LLP as general bankruptcy
counsel; Young, Conaway, Stargatt & Taylor, LLP as Delaware
counsel; PJT Partners LP as investment bankers; Alvarez and Marsal
North America, LLC as financial advisors; and Epiq Bankruptcy
Solutions, LLC as notice, claims, solicitation and voting agent.


LINN ENERGY: Bondholders Want Disclosure Statement OK by Dec. 9
---------------------------------------------------------------
A group of Linn Energy bondholders that have entered into a
restructuring support agreement with the Company have agreed to
push back certain milestones relating to the Company's filing of a
Chapter 11 exit plan.

Linn Energy LLC disclosed in a regulatory filing that the Company,
LinnCo, LLC, an affiliate of the Company, certain of the Company's
direct and indirect subsidiaries, and certain of the Consenting
Noteholders on Oct. 14, 2016, entered into the First Amendment to
Restructuring Support Agreement, which extended the date by which
the Linn Debtors must file with the Court (i) the Plan (or Plans,
if separate), (ii) the Disclosure Statement (or Disclosure
Statements, if separate, and as defined in the Restructuring
Support Agreement); (iii) the Plan Solicitation Materials for the
Plan (or Plans, if separate), and (iv) the motion or motions to
approve a Backstop Commitment Letter, dated as Oct. 7, 2016, among
the Company and certain of the Consenting Noteholders, and a
long-form backstop commitment agreement from seven days to fourteen
days following the Effective Date of the Restructuring Support
Agreement.

As previously reported by the Troubled Company Reporter, the LINN
Debtors on Oct. 7, 2016, entered into a restructuring support
agreement with (i) certain holders of the Company's 12% Senior
Secured Second Lien Notes due December 2020; and (ii) certain
holders of the Company's unsecured notes.  The Restructuring
Support Agreement sets forth, subject to certain conditions, the
commitment of the LINN Debtors and the Consenting Noteholders to
support a comprehensive restructuring of the LINN Debtors'
long-term debt.  The Restructuring will be effectuated through a
joint plan of reorganization to be filed in the Company's pending
Chapter 11 Cases with the Court.

The First Amendment provides that:

     -- within 14 days after the RSA Effective Date, file with the
Bankruptcy Court (i) the Plan, the Disclosure Statement, the Plan
Solicitation Materials, and the motion to approve the Disclosure
Statement and (ii) a motion seeking entry of the Approval Order
[sic];

     -- obtain entry of the Approval Order on or before November
21, 2016;

     -- obtain entry of an order approving the adequacy of the
Disclosure Statement, the Plan Solicitation Materials, and the
Offering Procedures on or before December 9, 2016.

The amended RSA Term Sheet also provides that the Debtors must
obtain entry of the Confirmation Order on or before Feb. 3, 2017.

The First Amendment also extends the date by which the LINN Debtors
must obtain Court approval of the LINN Debtors' Disclosure
Statement from Dec. 6, 2016 to Dec. 9, 2016. The First Amendment
also includes certain changes to the Restructuring Support
Agreement and Restructuring Term Sheet (as defined in the
Restructuring Support Agreement) that will take effect upon entry
into the Restructuring Support Agreement by Consenting Lenders (as
defined in the Restructuring Support Agreement) who collectively
hold, control, or have the ability to control in the aggregate more
than 66-2/3% of the outstanding principal amounts of the LINN
Debtors' obligations under the Company's Sixth Amended and Restated
Credit Agreement dated April 24, 2013.  These changes, among other
things, clarify the treatment of claims under the LINN Credit
Agreement and certain consent rights of the Consenting Lenders.

A copy of the First Amendment is available at https://is.gd/BhR57i

Linn Energy also disclosed that the Company, LinnCo, LLC, an
affiliate of the Company, certain of the Company's direct and
indirect subsidiaries, and Berry Petroleum Company, LLC and the
administrative agents under the LINN Credit Agreement and the Berry
Credit Agreement on Oct. 14, 2016, entered into an amendment to the
parties' restructuring support agreement -- the Fourth Amendment to
Restructuring Support Agreement -- which extended the date by which
the Debtors must file with the Court the Plan (or Plans, if
separate), the Plan Solicitation Materials (as defined in the Bank
RSA) for the Plan (or Plans, if separate), and the motion or
motions to approve the Disclosure Statement (or Disclosure
Statements, if separate, and as defined in the Bank RSA) from 156
days to 163 days following the Petition Date -- or Oct. 21, 2016.

Prior to the filing of the Bankruptcy Petitions, on May 10, 2016,
the Debtors entered into a restructuring support agreement (the
"Bank RSA") with certain lenders (the "Consenting Creditors")
collectively holding or controlling at least 66.67% by aggregate
outstanding principal amounts under (i) the LINN Credit Agreement
and (ii) Berry's Second Amended and Restated Credit Agreement,
dated as of November 15, 2010.

A copy of the Fourth Amendment to Bank RSA is available at
https://is.gd/ENNI22

Consenting LINN Lenders may be reached through:

          Wells Fargo Bank, N.A.
          1000 Louisiana Street, 9th Floor
          Houston, Texas 77002
          Patrick Fults
          E-mail: patrick.j.fults@wellsfargo.com

Wells Fargo is represented in the case by:

          James Donnell
          Baker & McKenzie LLP
          452 Fifth Avenue
          New York, NY 10018
          E-mail: james.donnell@bakermckenzie.com

               - and -

          Garry Jaunal
          Baker & McKenzie LLP
          300 East Randolph Street
          Chicago, IL 60601
          E-mail: garry.jaunal@bakermckenzie.com

A Consenting Creditor or a Transferee as the case may be reached:

          John Rapisardi, Esq.
          Joseph Zujkowski, Esq.
          O'Melveny & Myers LLP
          7 Times Square
          New York, NY 10036
          E-mail: jrapisardi@omm.com
                  jzujkowski.com

               - and -

          Brian Kelly, Esq.
          Michael W. Price, Esq.
          Milbank, Tweed, Hadley & McCloy LLP
          28 Liberty Street
          New York, NY 10005
          E-mail: bkelly@milbank.com
                  mprice@milbank.com

                     About Linn Energy

Headquartered in Houston, Texas, Linn Energy, LLC, and its
affiliates are independent oil and natural gas companies. Each
of Linn Energy, LLC, and 14 of its subsidiaries filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Lead Case No. 16-60040) on May 11, 2016. The petitions were
signed by Arden L. Walker, Jr., chief operating officer of LINN
Energy.

The Debtors have hired Paul M. Basta, Esq., Stephen E. Hessler,
Esq., Brian S. Lennon, Esq., James H.M. Sprayregen, Esq., and
Joseph M. Graham, Esq., at Kirkland & Ellis LLP and Kirkland &
Ellis International LLP as general bankruptcy counsel, Jackson
Walker L.L.P. as co-counsel, Lazard Freres & Co. LLC as financial
advisor, AlixPartners as restructuring advisor and Prime Clerk LLC
as claims, notice and balloting agent.

Judge David R. Jones presides over the cases.

The Office of the U.S. Trustee has appointed five creditors of
Linn Energy LLC to serve on the official committee of unsecured
creditors.  The Committee tapped Mark I. Bane, Esq., and Keith H.
Wofford, Esq., at Ropes & Gray LLP; and Moelis & Company LLC as
investment banker.  It also retained as Texas Oil & Gas Counsel,
John P. Melko, Esq., David S. Elder, Esq., and Michael K. Riordan,
Esq., at Gardere Wynne Sewell LLP.


LOWELL & SONS: Court Allows Cash Collateral Use on Interim Basis
----------------------------------------------------------------
Judge Trish M. Brown of the U.S. Bankruptcy Court for the District
of Oregon authorized Lowell & Sons, LLC, to use cash collateral of
Riverview Community Bank and Mid-Columbia Economic Development
District on an interim basis.

Judge Brown acknowledged that the Debtor needs to use the cash
collateral in order to continue its ordinary course business
operations and to avoid immediate and irreparable harm to the
bankruptcy estate.

The Debtor's use of cash collateral is conditioned on using not
more than $7,500 for expenses.

The Debtor is directed to continue maintaining property and
casualty insurance on the collateral, with the Prepetition Lenders
named as loss payee.  The Debtor is further directed to make
monthly adequate protection payments to Riverview Community Bank in
the amount of $4,825, and to Mid-Columbia Economic Development
District in the amount of $75.

A final hearing on the Debtor's use of cash collateral is scheduled
on November 1, 2016 at 1:30 p.m.

A full-text copy of the Debtor's Motion, dated Oct. 21, 2016, is
available at
http://bankrupt.com/misc/Lowell&Sons2016_1633707tmb11_23.pdf

Riverview Community Bank is represented by:

          John Potter, Esq.
          211 E McLoughlin Blvd, Suite 100
          Vancouver, WA 98663

                About Lowell & Sons

Lowell & Sons, LLC filed a Chapter 11 petition (Bankr. D. Ore. Case
No. 16-33707) on Sept. 27, 2016.  The petition was signed by Lorena
N. Lowell, manager.  The case is assigned to Judge Trish M Brown.
The Debtor disclosed $2.52 million in total assets and $2.60
million in total liabilities.  The Debtor is represented by
Theodore J. Piteo, Esq., at Michael D. O'Brien & Associates, P.C.


LURA DEE KIRKLAND: Community Bank Opposes Plan Disclosures OK
-------------------------------------------------------------
Community National Bank filed with the U.S. Bankruptcy Court for
the Western District of Texas an objection to Lura Dee Kirkland's
disclosure statement and plan of reorganization.

CNB is the owner and holder of a secured claim against the Debtor
as of the Petition Date in the amount of $2,000,711.68, arising out
of the Debtor's unconditional guarantee of the indebtedness of
Kirkland Bros. Inc. to CNB.  Since the Petition Date, KBI has made
principal and interest payments which have been credited by CNB to
KBI's outstanding loan balance, and postpetition interest and
attorney's fees and other expenses have accrued.  The present
balance of KBI's indebtedness to CNB, and the amount due under the
Debtor's guaranty to CNB, is $1,588,397.78.

KBI is to pay CNB monthly installments of $14,548.48 and $16,090.51
each starting Aug. 25, 2016, and continuing each month thereafter
through and including July 15, 2021.  KBI is currently in default
under the terms of its plan because, among other reasons, it has
failed to pay any of the installments of principal and interest
due.  Due to its default under its plan, and the underlying loan
documents, the maturity of KBI's plan obligations and the
underlying promissory notes have been accelerated and all amounts
due are now due and payable by KBI and the Debtor.

The Disclosure Statement, according to CNB, fails to provide
adequate information as it fails to disclose that KBI has failed to
make any of the payments due under the plan to CNB; that the
maturity of KBI's indebtedness to CNB has been accelerated; and
that the full balance of approximately $1,588,397.78 is now due and
payable.  The Debtor's Disclosure Statement also fails to disclose
that KBI is unable to pay the matured loan balance due to CNB and
that as a result the Debtor's Plan is not feasible.

CNB claims that the Disclosure Statement also fails to disclose
that on Aug. 17, 2016, the Court's agreed judgment on CNB's
complaint of objecting to dischargeability of indebtedness in the
principal amount of $72,000 was entered; that this amount is
non-dischargeable; and that because KBI is in default under its
plan obligations to CNB.  CNB is entitled to execute upon and
otherwise enforce the agreed judgment against the Debtor and her
assets.

CNB is represented by:

     Michael G. Kelly, Esq.
     KELLY, MORGAN, DENNIS, CORZINE & HANSEN, P.C.
     P.O. Box 1311
     Odessa, Texas 79760-1311
     Tel: (432) 367-7271
     Fax: (432) 363-9121
     E-mail: mkelly@kmdfirm.com

Lura Dee Kirkland owns and operates a business which leases and
sells trucks and trailers.  Her company, Kirkland Bros., Inc., has
a fleet of trucks that are leased to various drivers, often with a
right to purchase same.  In addition, Kirkland Bros. sells trucks
and trailers.  Ms. Kirkland operates her business primarily from
her home in Midland, Texas.  She has a location of business in
Houston, Texas.

The Debtor sought Chapter 11 protection (Bankr. W.D. Tex. Case No.
16-70027) on Feb. 25, 2016.

Todd J. Johnston, Esq., at McWhorter, Cobb And Johnson, L.L.P.,
serves as the Debtor's bankruptcy counsel.


MACELLERIA RESTAURANT: Sale of NYC Restaurant Assets Approved
-------------------------------------------------------------
Judge Mary Kay Vyskocil of the U.S. Bankruptcy Court for the
Southern District of New York authorized the private sale of
substantially all of Macelleria Restaurant, Inc.'s assets related
to its restaurant business to The Meatpackers, Inc., for
$1,100,000.

A hearing on the Motion was held on Oct. 19, 2016.

Pursuant to Section 365 of the Bankruptcy Code, notwithstanding any
provision of the Debtor's nonresidential, commercial real property
lease ("Lease") or applicable non-bankruptcy law that prohibits,
restricts, or conditions the assignment of the Lease, the Debtor is
authorized to assume and to assign the Lease to the Purchaser,
which assignment will take place on and be effective as of the
closing, or as otherwise provided by order of the Court.

The closing will occur on within 10 days of entry of the Order
unless the Debtor, the Purchaser and West Village, LLC
("Landlord"), all agree in writing upon a later date. In the event
that the closing occurs after Oct. 31, 2016, and that such closing
date is beyond 10 days from entry of the Order, the Purchaser will
be solely responsible for all rent and related charges under the
Lease effective Nov. 1, 2016.  At the closing, the Landlord and
Purchaser will enter into a lease assumption agreement ("Lease
Assumption Agreement") consistent with the terms of the Lease and
the Assumption Stipulation, respectively.

At the closing, the Debtor will segregate and hold in escrow with
Debtor's counsel, DelBello Donnellan Weingarten Wise & Wiederkehr,
LLP, sufficient sale proceeds to pay (a) Landlord's prepetition
claim (Claim No. 22) in full, plus (b) all rent accruals for the
period from the Petition Date through the Closing ("Cure Claim
Funds") pending a determination of the allowed cure amount by the
Court or resolution of the cure amount between the parties
("Allowed Cure Amount").

The Cure Claim Funds will be held in escrow and not disbursed
without further order of the Court.  Pending such disbursement, the
Landlord will be granted a first priority security interest in the
Cure Claim Funds to the extent of the Allowed Cure Claim Amount,
without the need for filing a UCC-1 financing statement, which lien
will be deemed extinguished, released and satisfied upon payment of
the Allowed Cure Claim Amount, with the balance of the Cure Claim
Funds, if any, to be paid to the Debtor's estate free and clear of
such lien as well as any and all claims of the Landlord.

The assignment of the Lease is subject to (a) the Debtor's counsel
holding the Cure Claim Funds in escrow, and (b) the Purchaser
providing the Landlord additional security deposit funds totaling 8
month's Base Rent as of the Closing, of which 2 months of such
additional deposit may be credited towards the Purchaser's rent
obligations under the Lease in accordance with Paragraph 1(b) of
the Assumption Stipulation.  No replacement guaranty will be
required of the Purchaser or any of its principals as a condition
to the assignment of the Lease.

Upon payment of the Allowed Cure Amount from the escrowed Cure
Claim Funds, all claims of the Landlord against the Debtor, its
estate, or any of its principals, officers, shareholders or parties
who have executed guaranties in connection with the Lease will be
deemed satisfied, waived, released and expunged in full and the
Debtor will receive the balance of the escrowed Cure Claim Funds,
if any.

Without limiting any other provision of the Order, any claims or
interests resulting from the rejection of any executory contract or
unexpired lease will not create any claims or interests against the
Purchaser or any of the purchased assets, and the transactions will
be free and clear of any such claims or interests.

All defaults (monetary and non-monetary) under the Lease through
the closing will be deemed cured and satisfied by the payment of
the Allowed Cure Amount and no other amounts will be owed by the
Debtor, its estate or the Purchaser with respect to amounts arising
or accruing during, or attributable or related to, the period
before closing with respect to the Lease.  To the extent any
executory contract or unexpired lease is assumed and assigned to
the Purchaser under the Order, no executory contact or unexpired
lease will be assumed and assigned pursuant to this Order until the
closing.

The Purchaser is not and will not become obligated to pay any fee
or commission or like payment to any broker, finder or financial
advisor as a result of the consummation of the Transactions
contemplated by the Asset Purchase Agreement based upon any
arrangement made by or on behalf of the Debtor.

                   About Macelleria Restaurant

Macelleria Restaurant, Inc., based in New York, filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 16-12110) on July 25, 2016.  The
petition was signed by Violetta Bitici, president.  The Hon. Mary
Kay Vyskocil presides over the case.

The Debtor disclosed $1.10 million to $1.58 million in both assets
and liabilities as of the bankruptcy filing.

Julie Cvek Curley, Esq., and Jonathan S. Pasternak, Esq., at
Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, serves as the
Debtor's bankruptcy counsel.

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


MARTIN MIDSTREAM: S&P Lowers CCR to 'B', Outlook Stable
-------------------------------------------------------
S&P Global Ratings said it lowered its corporate credit rating on
Kilgore, Texas-based Martin Midstream Partners L.P. to 'B' from
'B+'.  The outlook is stable.  At the same time, S&P affirmed the
'B-' issue-level rating on the partnership's senior unsecured notes
and revised the recovery rating on the notes to '5' from '6'.  The
'5' recovery rating indicates S&P's expectations of modest (10% to
30%; upper half of the range) recovery if a payment default
occurs.

"The stable outlook reflects the positive steps Martin has
initiated to improve distribution coverage and reduce balance sheet
leverage," said S&P Global Ratings credit analyst Michael Grande.
"We expect debt to EBITDA to remain slightly elevated in the 4.75x
to low-5x range for the next 12 to 24 months as the partnership
continues to navigate through challenges in some of its base
businesses and in raising capital to reduce balance sheet leverage
and grow organically."

Apart from a deterioration of MRMC's credit quality, S&P could
lower the rating if it believes that Martin appears unlikely to
lower debt to EBITDA to below 5.75x and distribution coverage below
1x, or if liquidity becomes constrained.

Besides an improvement in the credit profile of MRMC, S&P could
raise the rating if it gains greater confidence that the
partnership can maintain stand-alone financial leverage below 5x
and fund its growth plans in a balanced manner.


MERCHANTS BANKCARD: Ch. 11 Examiner Reports on the Debtor's Assets
------------------------------------------------------------------
John G. Loughnane, the Chapter 11 Examiner for Merchants Bankcard
Systems of America, Inc., filed a report on October 13, 2016,
informing the U.S. Bankruptcy Court of the following findings:

   1. Due to the lack of immediately identifiable postpetition
financing from any source other than Davos Financial Corp, the
Debtor's secured creditor, the Debtor should negotiate towards a
fourth interim cash collateral stipulation to fund operations while
setting the Debtor on a path of seeking a sale of all or
substantially all of its assets pursuant to Section 363 of the
Bankruptcy Code.

   2. The Debtor should include as part of the stipulation the
explicit right to continue to explore on a simultaneous basis any
and all sources of funding with an investor interested in taking
out Davos and supporting a recapitalization and/or reorganization
pursuant to a plan.

   3. The best interests of the estate would be achieved by a
stipulation that allows the Debtor to pursue both sale and plan
options in tandem on an expedited basis with neither being viewed
as exclusionary to the other while all exit options are
considered.

   4. The parties include as part of a fourth interim stipulation
deadlines for the submission to the Debtor from all interested
parties of (i) a Section 363 bid in the form of a definitive
purchase agreement containing no due diligence or financing
contingencies and/or (ii) a detailed term sheet for a transaction
that could form the basis for a confirmable plan taking into
account the administrative costs of pursuing confirmation.

   5. The stipulation set forth the agreement of the parties that
after the period for submission of bids and proposals to the Debtor
has ended (and after such information has been shared with Davos),
the Debtor effectuate the transaction that will yield the highest
and best result for the estate. The Examiner recommends that the
Debtor notify all bidders that it retains the discretion to abandon
a sale process at any time prior to a sale hearing if a plan
process emerges that better serves the interests of the estate.

The Examiner is ordered to investigate the:

     -- sale of some or all of the Debtor's assets pursuant to 11
U.S.C. 363, including which assets are saleable and whether selling
some or all of the Debtor’s assets is in the best interests of
the Debtor's creditors and bankruptcy estate; and

     -- Debtor's business, on whether it could be feasibly
reorganized as a possible alternative to a sale, and if so, over
what time period, on what terms, and with what funding, and any
business, financial or legal obstacles to a reorganization.

              About Merchants Bankcard

Merchants Bankcard Systems of America, Inc., filed a Chapter 11
petition (Bankr. D. Mass. Case No. 16-13224) on Aug. 18, 2016. The
petition was signed by Philip Chait, president. The Debtor is
represented by David B. Madoff, Esq., at Madoff & Khoury LLP. The
case is assigned to Judge Joan N. Feeney. At the time of filing,
the Debtor disclosed $2.58 million in assets and $4.20 million in
liabilities.


MICHAEL BISHOP: Unsecureds To Get $20,000 Over 5 Yrs.
-----------------------------------------------------
Michael Eugene Bishop filed with the U.S. Bankruptcy Court for hte
District of North Dakota a disclosure statement in support of the
Debtor's Chapter 11 plan dated Oct. 16, 2016.

Under the Plan, Class 10 General Unsecured Claims is impaired.
Unsecured claims will share distributions from the Plan pro rata.
All disposable income, that is future earnings not necessary for
paying the normal and reasonable living expenses of the Debtor,
secured loan payments, administrative and priority claims, will be
distributed by the Debtor, as debtor-in-possession pro rata to
Class 10 claim holders.  

Pinnacle Bank and Slumberland will each receive a pro rata
distribution on the remaining unsecured portions of their claims in
Class 10 as indicated in their respective classes to this plan.  

The bankruptcy estate of the Debtor in possession has a liquidation
value of $18,325.15.  The Debtor unsecured claim holders will
receive no less than $20,100 over a five-year period.  The Debtor
will make quarterly payments to allowed claimholders.

The Debtor will continue to work in his profession to generate
monies to fund the Plan.

The Disclosure Statement is available at:

            http://bankrupt.com/misc/ndb16-30213-30.pdf

Michael Eugene Bishop is employed as a Physician Assistant for
Altru Health System.  The Debtor filed for Chapter 11 bankruptcy
protection (Bankr. D.N.D. Case No. 16-30213) on May 2, 2016.  Sara
Diaz, Esq., at Bulie Law Office serves as the Debtor's bankruptcy
counsel.


MPM SHERMAN: S&P Puts 'BB' Bonds Rating on CreditWatch Negative
---------------------------------------------------------------
S&P Global Ratings placed on CreditWatch with negative implications
its 'BB' long-term rating on the California School Finance
Authority's series 2014 school facility revenue bonds issued on
behalf of MPM Sherman Way LLC for Magnolia Science Academy, Reseda
Project.

"The CreditWatch action reflects our view that we could lower the
rating, potentially by multiple notches, if the Los Angeles County
Board of Education denies Magnolia Educational Research
Foundation's appeal and the foundation fails to secure an
alternative arrangement for its nonrenewed charters," said S&P
Global Ratings credit analyst Debra Boyd.



MUSHROOM EXPRESS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Mushroom Express, Inc.
        P.O. Box 900
        Watsonville, CA 95077-0900

Case No.: 16-06447

Chapter 11 Petition Date: October 24, 2016

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Hon. Christopher B. Latham

Debtor's Counsel: Judith A. Descalso, Esq.
                  LAW OFFICE OF JUDITH A. DESCALSO
                  960 Canterbury Pl., Suite 340
                  Escondido, CA 92025
                  Tel: (760) 745-8380
                  Fax: (760) 860-9800
                  E-mail: jad@jdescalso.com

Estimated Assets: $100,000 to $500,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Marvin Donius, president.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/casb16-06447.pdf


NEW YORK LIGHT: Disclosures OK'd; Plan Hearing on Nov. 9
--------------------------------------------------------
The Hon. Robert E. Littlefield, Jr., of the U.S. Bankruptcy Court
for the Northern District of New York has approved New York Light
Energy, LLC, et al.'s third amended disclosure statement dated Oct.
14, 2016, describing the Debtors' third amended joint plan of
reorganization.

A hearing to consider the confirmation of the Third Amended Plan
will be held on Nov. 9, 2016, at 10:30 a.m.  Objections to the
confirmation of the third Amended Plan must be filed by Nov. 4,
2016.

Nov. 2, 2016, is the last day for filing written acceptances or
rejections of the Third Amended Plan.  The Debtor will file a
written certification of the amount and number of allowed claims or
allowed interests of each class accepting or rejecting the Third
Amended Plan on or before Nov. 4, 2016.

As reported by the Troubled Company Reporter on Oct. 21, 2016, the
Debtors filed with the Court the revised Third Amended Disclosure
statement, which, among other things, renamed Class 3 Claims from
"Class 3 Insider Claims" to "Class 3 Litigation Claims," holders of
which will receive a pro rata share of the distribution fund,
unless subordinated.  The Debtors estimate that the aggregate
amount of Allowed General Unsecured Claims is approximately $5.0
million.  Holders of Class 2 General Unsecured Claims will receive
a pro rata share of the distribution fund.

                  About New York Light Energy

Founded in 2009 and based in Latham, New York, New York Light
Energy, LLC, designs and installs medium-scale solar arrays in New
York State and Massachusetts.  The Company has installed solar
arrays on more than 180 industrial, commercial, municipal, and
residential sites, with a total of over 15 megawatts of capacity to
date.

NYLE and its affiliates commenced Chapter 11 bankruptcy cases
(Bankr. N.D.N.Y. Lead Case No. 15-11121) in Albany, New York, on
May 27, 2015.  Judge Robert E. Littlefield, Jr., is assigned to the
cases.

The affiliate debtors are Light Energy Partners Group, LP, Light
Energy Administrative Services, LLC, Light Energy Installers, LLC,
U.S. Light Energy, LLC, and Light Energy Management II, LLC.

The Debtors tapped Bond, Schoeneck & King, PLLC, as counsel.  The
Debtors hired Blackbird Asset Services LLC as liquidation agent in
connection with the sale of their excess inventory.

The U.S. Trustee for Region 2 formed an Official Committee of
Unsecured Creditors, which retained Hodgson Russ LLP as its
attorneys and Emerald Capital Advisors Corp. as financial advisor.


NINJA METRICS: Case Summary & 6 Unsecured Creditors
---------------------------------------------------
Debtor: Ninja Metrics, Inc.
        a Delaware corporation
        2418 B Gates Avenue
        Redondo Beach, CA 90278

Case No.: 16-24013

Chapter 11 Petition Date: October 24, 2016

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Hon. Sheri Bluebond

Debtor's Counsel: Andrew Goodman, Esq.
                  GOODMAN LAW OFFICES, APC
                  6345 Balboa Boulevard, Suite I-300
                  Encino, CA 91316
                  Tel: 818-827-5169
                  Fax: 818-975-5256
                  E-mail: agoodman@andyglaw.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Dmitri Williams, president.

Debtor's List of Six Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Amazon Web                           Web Hosting         $138,955
Services, Inc

Ballard Spehr, LLP                    Legal Fees           $5,248

Mark Kolokotrones                       Lawsuit          $700,000  

4236 Woodleigh Lane
Altadena, CA 91001

Perkins Coie                           Legal Fees          $3,034

University of                            License          $15,000
Southern California                     Royalties

Yuri Pikover                            Expenses           $5,000


OSCAR ALBERTO MORETTI: Unsecureds To Be Paid $5,000 Under Plan
--------------------------------------------------------------
Oscar Alberto Moretti filed with the U.S. Bankruptcy Court for the
District of Nevada a disclosure statement referring to the Debtor's
plan of reorganization.

All Class 3C General Unsecured Creditors having filed proofs of
claims by April 20, 2016, or deemed to have filed proof of claims,
that are not disputed, contingent, unliquidated, or otherwise
approved by court order, will be paid $5,000.  This dividend
constitutes payment of 25 cents per dollar of each class claim.

Class 3C is impaired under the Plan.

The Debtor will have up to 12 months from the Effective Date to pay
Class 3C Creditors.

Payments and distributions under the Plan will be funded by
investment property rents and the Debtor's wage income as
required.

The Disclosure Statement is available at:

            http://bankrupt.com/misc/nvb15-16995-73.pdf

Oscar Alberto Moretti is an individual residing in Clark County,
Nevada, and owns two investment properties in the county.  He
receives monthly rental income from the two investment properties
located at 1524 Chestnut Street, Henderson, Nevada 89015 and 107
Yucca Street, Hender, Nevada 89105 which are not operated as an
independent business entity.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
Nev. Case No. 15-16995) on Dec. 21, 2015.  Michael J. Harker, Esq.,
serves as the Debtor's bankruptcy counsel.


PALADIN ENERGY: MUFG Seeks Ch. 11 Trustee Appointment
-----------------------------------------------------
MUFG Union Bank, N.A., filed a motion asking the U.S. Bankruptcy
Court for the Northern District of Texas to direct the appointment
of a Chapter 11 Trustee for Paladin Energy Corp.

According to the Debtor's Schedules, MUFG is the Debtor's biggest
creditor, holding over 97% of the total value of claims in the
case.

MUFG asserts that it appears that the only reasonable path of the
Debtor's reorganization in the case is to sell its assets in a
controlled liquidation, and the cost of appointing a Chapter 11
Trustee to pursue the strategy is not outweighed by the cost and
risk associated with the management's continued control of the
Debtor and their unsupportable reorganization strategy.

MUFG is represented by:

         David M. Bennett, Esq.
         Steven Levitt, Esq.
         THOMPSON & KNIGHT LLP
         1722 Routh Street, Suite 1500
         Dallas, TX 75201
         Tel.: 214/969-1700
         Fax: 214/969-1751
         Emails: David.Bennett@tklaw.com
                 Steven.Levitt@tklaw.com

            -- and --

         Tye C. Hancock, Esq.
         THOMPSON & KNIGHT LLP
         333 Clay Street, Suite 3300
         Houston, TX 77002
         Tel.: 713.654.8111
         Fax: 713.654.1871
         Email: Tye.Hancock@tklaw.com

            About Paladin Energy

Paladin Energy Corp., in existence since 1997, is in the oil and
gas business. Specifically, Paladin is a producer, owning or
otherwise having interests in numerous wells in Texas and New
Mexico from which the Debtor extracts oil and gas for sale to third
parties.

Paladin Energy sought chapter 11 protection (Bankr. N.D. Tex. Case
No. 16-31590) on April 21, 2016.  The Debtor estimated assets and
debt of $10 million to $50 million.

The Debtor is represented by Davor Rukavina, Esq., at Munsch,
Hardt, Kopf & Harr, P.C., in Dallas, Texas.


PAWZA LLC: Names Ronald Little as Appraiser
-------------------------------------------
The Pawza, LLC seeks authorization from the U.S. Bankruptcy Court
for the Southern District of Texas to employ Ronald P. Little of
National Realty Consultants to appraise the Debtor's real property
and improvements located at 3737 Clayhead Road, Richmond Texas
77406.

Mr. Little is willing to do the appraisal of Debtor's real property
and improvements for a flat fee of $6,000.

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

Mr. 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.

The appraiser can be reached at:

       Ronald P. Little
       NATIONAL REALTY CONSULTANTS
       4543 Post Oak Place, Suite 232
       Houston, TX 77027
       Tel: (281) 497-2200

                         About The Pawza

The Pawza, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D.
Tex. Case No. 16-33345) on July 3, 2016. The Debtor is represented
by William G. Harris, Esq.



PEABODY ENERGY: DIP Lenders Want Chapter 11 Plan Filed by Dec. 14
-----------------------------------------------------------------
Peabody Energy Corporation disclosed in a regulatory filing with
the Securities and Exchange Commission that on Oct. 11, 2016, the
Bankruptcy Court for the Eastern District of Missouri approved a
stipulation filed by the Company relating to an amendment to the
Company's Superpriority Secured Debtor-In-Possession Credit
Agreement.  
The DIP Credit Agreement contains certain milestone events and the
amendment to the DIP Credit Agreement approved by the Bankruptcy
Court modifies certain of the milestone dates under the DIP Credit
Agreement:

     -- The DIP Amendment modifies the deadline by which the
Bankruptcy Court will enter an order determining the CNTA Issues
(as defined in the DIP Credit Agreement) to provide that the
Bankruptcy Court shall have entered this order by no later than
November 23, 2016.

     -- The DIP Amendment modifies the deadlines for the Company to
file an Acceptable Reorganization Plan (as defined in the DIP
Credit Agreement) and related disclosure statement in the Chapter
11 Cases to provide that the Company must file these by, or on, the
date that is the later of:

        (a) 30 days after the entry of the order resolving the CNTA
Issues and

        (b) Dec. 14, 2016.

     -- The DIP Amendment modifies the deadline by which the
Bankruptcy Court shall have entered an order approving the
Acceptable Reorganization Plan and related disclosure statement and
solicitation procedures in the Chapter 11 Cases to provide that the
Bankruptcy Court shall have entered this order by no later than
January 31, 2017.

The DIP Credit Agreement provides that the failure to meet the
milestone dates would result in an event of default under the DIP
Credit Agreement.

The DIP Credit Agreement also contains restrictions on the ability
of Peabody Global Funding, LLC to amend or waive provisions under
the Intercompany Loan Agreement in a manner that would release or
subordinate more than 50% of the collateral thereunder.  The DIP
Amendment modifies these restrictions to expressly allow Global
Funding to amend or waive provisions under the Intercompany Loan
Agreement to permit the release or subordination of collateral
thereunder, including as a result of potential asset sales, of up
to $250,000,000 USD in cash proceeds in the aggregate over the life
of the Intercompany Loan Agreement.

A copy of Amendment No. 4 to Superpriority Secured
Debtor-In-Possession Credit Agreement, by and among the Company,
Peabody Global Funding, LLC and certain Debtors parties thereto as
guarantors, the lenders party thereto and Citibank, N.A., as
administrative agent, is available at https://is.gd/YU9VZd

Members of the lending consortium are:

     * CITIBANK, N.A., as Administrative  Agent
     * APOLLO TR ENHANCED LEVERED  YIELD LLC, as a Lender
     * IVY APOLLO MULTI-ASSET  INCOME FUND as a Lender
     * IVY APOLLO STRATEGIC INCOME  FUND as a Lender
     * APOLLO FRANKLIN  PARTNERSHIP, L.P., as a Lender
     * APOLLO UNION STREET  PARTNERS, L.P., as a Lender
     * APOLLO LINCOLN PRIVATE CREDIT FUND, L.P.,  as a Lender
     * APOLLO THUNDER PARTNERS, L.P., as a Lender
     * APOLLO A-N CREDIT FUND  (DELAWARE), L.P.,  as a Lender
     * AESI (HOLDINGS) II, L.P., as a Lender
     * APOLLO HERCULES PARTNERS,  L.P., as a Lender
     * APOLLO MOULTRIE CREDIT FUND, L.P., as a Lender
     * APOLLO ZEUS STRATEGIC INVESTMENTS, L.P., as a Lender
     * APOLLO CREDIT STRATEGIES MASTER FUND LTD., as a Lender
     * APOLLO TACTICAL VALUE SPN INVESTMENTS, L.P., as a Lender
     * APOLLO CREDIT MASTER FUND LTD. as a Lender
     * APOLLO TR OPPORTUNISTIC LTD, as a Lender
     * APOLLO CREDIT OPPORTUNITY TRADING FUND III, as a Lender

       The Apollo entities may be reached at:

          Joseph D. Glatt
          Vice President and Secretary
          Apollo Capital Management L.P.
          9 West 57th Street
          New York, NY 10019
          Tel: 212-515-3200

     * American High-Income Trust, as a Lender
     * Aurelius Capital Master, Ltd.
     * ACP Master, Ltd.

       Aurelius Capital Master, Ltd. and ACP Master, Ltd. may be
reached at:

       Dan Gropper, Managing Director
       Aurelius Capital Management, LP,
       solely as investment manager and
       not in its individual capacity
       E-mail: dgropper@aurelius-capital.com

     * The Income Fund of America as a Lender
     * ELLIOTT ASSOCIATES, L.P. as a Lender
     * ELLIOTT INTERNATIONAL, L.P. as a Lender
     * MANCHESTER SECURITIES CORP. as a Lender
     * ZIFF INVESTMENTS LIMITED as a Lender

       The Elliott entities, Manchester and Ziff may be reached
at:

       Elliot Greenberg, Vice President
       Elliott International Capital Advisors Inc.
       as attorney-in-fact
       40 West 57th Street, 30th Floor
       New York, NY 10019

     * Franklin US Floating Rate Master Fund as a Lender
     * Franklin Templeton Series II Funds - Franklin Floating Rate
II Fund, as a Lender
     * Franklin Floating Rate Master Trust - Franklin Floating Rate
Master Series as a Lender
     * Franklin Investors Securities Trust - Franklin Floating Rate
Daily Access Fund, as a Lender
     * Franklin Floating Rate Master Trust - Franklin Lower Tier
Floating Rate Fund, as a Lender
     * GoldenTree 2004 Trust, By: GoldenTree Asset Management, LP,
as a Lender
     * GN3 SIP Limited
     * Stellar Performer Global Series: Series G – Global Credit
     * San Bernardino County Employees' Retirement Association
     * GT NM, LP
     * GoldenTree Credit Opportunities 2014- I Financing, Limited
     * GoldenTree Insurance Fund Series Interests of the SALI
Multi-Series Fund, LP
     * JAMES RIVER VALUE FUND, LLC, as a Lender
     * Mason Capital LP, as a Lender
     * MIDTOWN ACQUISITIONS L.P.
     * Monarch Master Funding Ltd
     * Staniford Street CLO, Ltd., as a Lender
     * Whitebox Asymmetric Partners, LP as a Lender
     * Whitebox KFA Advantage LLC as a Lender
     * Whitebox Multi-Strategy Partners, LP as a Lender
     * Pandora Select Partners, LP as a Lender

                About Peabody Energy Corporation

Headquartered in St. Louis, Missouri, Peabody Energy Corporation
claims to be the world's largest private-sector coal company.  As
of Dec. 31, 2014, the Company owned interests in 26 active coal
mining operations located in the United States (U.S.) and
Australia.  The Company has a majority interest in 25 of those
mining operations and a 50% equity interest in the Middlemount
Mine
in Australia.  In addition to its mining operations, the Company
markets and brokers coal from other coal producers, both as
principal and agent, and trade coal and freight-related contracts
through trading and business offices in Australia, China, Germany,
India, Indonesia, Singapore, the United Kingdom and the U.S.

Peabody posted a net loss of $1.988 billion for 2015, wider from
the net loss of $777 million in 2014 and the $513 million net loss
in 2013.

At Dec. 31, 2015, the Company had total assets of $11.02 billion
against $10.1 billion in total liabilities, and stockholders'
equity of $919 million.

On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code.  The 154 cases are pending joint
administration before the Honorable Judge Barry S. Schermer under
Case No. 16-42529 (Bankr. E.D. Mo.).

As of the Petition Date, PEC has approximately $4.3 billion in
outstanding secured debt obligations and $4.5 billion in
outstanding unsecured debt obligations.

The Debtors tapped Jones Day as general counsel; Armstrong,
Teasdale LLP as local counsel; Lazard Freres & Co. LLC and
investment banker Lazard PTY Limited as investment banker; FTI
Consulting, Inc., as financial advisors; and Kurtzman Carson
Consultants, LLC, as claims, ballot and noticing agent.

The Office of the U.S. Trustee on April 29, 2016, appointed seven
creditors of Peabody Energy Corp. to serve on the official
committee of unsecured creditors.  The Committee retained Morrison
& Foerster LLP as counsel, Spencer Fane LLP as local counsel,
Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts counsel,
Blackacre LLC as its independent expert, and Berkeley Research
Group, LLC, as financial advisor.


PEACH STATE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Peach State Ambulance, Inc.
        130 Peach State Court
        Tyrone, GA 30290

Case No.: 16-12121

Chapter 11 Petition Date: October 24, 2016

Court: United States Bankruptcy Court
       Northern District of Georgia (Newnan)

Debtor's Counsel: Frank G. Nason, IV, Esq.
                  LAMBERTH, CIFELLI, ELLIS & NASON, P.A.
                  Suite W212
                  1117 Perimeter Center West
                  Atlanta, GA 30338
                  Tel: (404) 262-7373
                  Fax: (404) 262-9911
                  E-mail: fnason@lcenlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by James L. Olson, president.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ganb16-12121.pdf


PETROHUNTER ENERGY: Files for Chapter 7 Liquidation
---------------------------------------------------
The American Bankruptcy Institute, citing Cathy Proctor of
BizJournal.com, reported that PetroHunter Energy Corp., founded in
2005, has filed for Chapter 7 bankruptcy and liquidation with the
U.S. Bankruptcy Court in Denver on Oct. 17, 2016.

According to the report, citing court filings, the company said it
had between 50 and 99 creditors, and assets of between $1 million
and $10 million and liabilities estimated between $100 million and
$500 million.

The filing followed a phone conference between five of the
company's six board members to go over the company's bleak
financials, the report related.  The report said the acting
secretary said the energy company's debts exceeded its assets and
that it has been unable to generate revenues and that filing for
Chapter 7 would be best for the company as creditors are expected
to start filing lawsuits to collect their money.  During the phone
call, a motion to start Chapter 7 bankruptcy proceedings was made,
seconded, and approved, the report further related.

A meeting of the creditors is set for Nov. 15, 2016, at the Byron
G. Rogers Federal Building downtown, the report added.


PETROQUEST ENERGY: S&P Hikes CCR to CCC on Completed Debt Exchange
------------------------------------------------------------------
S&P Global Ratings raised the corporate credit rating on Lafayette,
La.-based E&P company PetroQuest Energy Inc. to 'CCC' from 'SD'.
The outlook is negative.

At the same time, S&P assigned 'B-' issue-level and '1' recovery
ratings to the company's newly-issued $50 million senior secured
term loan.  The '1' recovery rating indicates S&P's expectation of
very high (90% to 100%) recovery in the event of a payment
default.

S&P also assigned a 'CCC' issue-level and '4' recovery rating to
the company's $243 million second-lien secured PIK notes.  The '4'
recovery rating indicates S&P's expectation for average (30%-50%;
lower half of the range) recovery in the event of a payment
default.

S&P is revising the recovery rating on the company's remaining
senior secured second-lien notes to '4' from '3', reflecting S&P's
expectation for average (30%-50%; lower half of the range) recovery
in the event of a payment default.  The issue-level rating on the
senior secured second-lien notes remains 'D'.  The existing 'D'
issue-level and '6' recovery ratings on the company's senior
unsecured notes are unchanged.  The '6' recovery rating indicates
S&P's expectation of negligible (0% to 10%) recovery in the event
of a payment default.

"The upgrade reflects our reassessment of the company's corporate
credit rating following the exchange of the majority of its
outstanding 10% senior unsecured notes due September 2017 at par,"
said S&P Global Ratings credit analyst Daniel Krauss.  The negative
outlook reflects the company's current debt leverage levels, which
S&P views to be unsustainable, as well as its less than adequate
liquidity position.

S&P could consider a lower rating if it assess that the company has
less than six months of liquidity.  This could occur if weakening
prices and production caused the company's PV-10 value to
deteriorate, thus potentially limiting the company's ability to
fully access the $50 million term loan due to covenant constraints.
S&P could also lower the ratings if the company announces a
capital restructuring, or fails to meet its interest obligations.
Additionally, S&P would lower the ratings if the company announced
any further debt exchanges, which S&P could view as distressed.

S&P could raise the ratings if the company is able to improve its
liquidity position to a level it assess as adequate and addresses
the upcoming September 2017 maturity of the remaining $23 million
of senior unsecured notes.



PLATINUM PARTNERS: Hagens Berman Probing Conduct
------------------------------------------------
Hagens Berman Sobol Shapiro LLP alerts Platinum Partners LP Funds
investors that Platinum Partners' flagship hedge fund filed for
bankruptcy.  Hagens Berman continues its investigation into
potential fraudulent conduct by the Company.

If you are invested in Platinum Partners LP hedge funds, including
Platinum Partners Value Arbitrage Funds (domestic or Cayman
Islands) or Platinum Partners Credit Opportunities Fund, contact
Hagens Berman through our website at:

               https://www.hbsslaw.com/cases/Platinum

or contact Reed Kathrein, who is leading the firm's investigation,
by calling 510-725-3000 or emailing Platinum@hbsslaw.com

On August 24, 2016, Reuters reported that a Cayman Islands judge
appointed an insolvency specialist to liquidate the assets of
Platinum Partners Value Arbitrage Fund (International) Limited.
The Reuters article comes on the heels of reports that both the
Securities Exchange Commission and the Department of Justice are
investigating Platinum Partners.

On October 18, 2016, the flagship fund of Platinum Partners filed
for chapter 15 protection, the section of the bankruptcy code that
deals with international insolvency.  The insolvency specialist
assigned to the case allegedly stated that they are conducting
"emergency triage" to stave off Platinum's collapse, citing
liquidity problems, concurrent investigations by the SEC and DOJ,
and hundreds of millions of dollars in unpaid bills.

In an ongoing suit against Platinum Partners, a New York state
court judge stated to Platinum's counsel, "I haven't seen any proof
from you then that the fund is worth over a billion dollars.  As
far as I know, the fund is worth five cents."  Platinum Partners
investors claim they have not received agreed-upon redemptions for
over a year, raising issues as to how Platinum Partners is
utilizing investor money.

Hagens Berman's investigation is focused on whether Platinum
Partners paid investors who have been attempting to redeem their
hedge fund positions since 2015 with money gained from newly
incoming investors -- the hallmarks of a Ponzi scheme.  The Firm is
also investigating whether Platinum falsified the liquidity and
value of its funds' investments, for which there was no public
market price.  The investigation also focuses on related Platinum
entities and persons, including Platinum Credit Holdings LLC;
managing member Mark Nordlicht; Platinum Credit Management LP;
Platinum Partners Value Corp.; and Platinum Management (NY) LLC.

Hagens Berman is further investigating sellers and dealers who may
have received sales compensation or a percentage of the management
fees and/or performance allocations of investment managers or
affiliates, including Palladium Capital Advisors, LLC and Monarch
Bay Securities LLC; Financial Fairplay AG; Cantone Research, Inc;
Thomas Group Capital; Cluran Group; Fin West; Alphasource Capital
Securities LLC; Paratum, Inc.; Eaton Partners, LLC; Abraham
Biderman/Eagle Advisors; Spencer Clarke LLC; Seton Securities
Group; C-Advisors; Bhargava Capital; KPG Capital Partners LLC; Gar
Wood Securities, LLC; Alpha Capital Securities LLC.

"Hagens Berman has extensive experience representing investors in
litigation involving Ponzi schemes like the Madoff Ponzi scheme,"
said Hagens Berman Partner Reed Kathrein.  "If money is missing, or
fraud was committed, litigation, not liquidation, is going to
recover investor losses."

Whistleblowers: Persons with non-public information regarding
Platinum Partners should consider their options to help in the
investigation or take advantage of the SEC Whistleblower program.
Under the new SEC whistleblower program, whistleblowers who provide
original information may receive rewards totaling up to 30 percent
of any successful recovery made by the SEC. For more information,
call Reed Kathrein at 510-725-3000 or email Platinum@hbsslaw.com.

                       About Hagens Berman

Hagens Berman -- http://www.hbsslaw.com-- is a national
investor-rights law firm headquartered in Seattle, Washington with
offices in 10 cities.  The Firm represents investors,
whistleblowers, workers and consumers in complex litigation.

                   About Platinum Partners Funds

Platinum Partners' Platinum Partners Value Arbitrage Fund L.P.
("Master Fund") was registered with and regulated by the Cayman
Islands Monetary Authority as a master fund.  Platinum Partners
Value Arbitrage Fund (International) Ltd. ("International Fund")
was registered with and regulated by CIMA as a mutual fund.

The International Fund offered participating shares to prospective
investors.  The International Fund's investment objective was to
achieve superior capital appreciation through its indirect
investment in the Master Fund.  The Master Fund is a multi-strategy
hedge fund.

The Master Fund and International Fund each filed a voluntary
petition under Chapter 15 of the Bankruptcy Code in the U.S.
Bankruptcy Court for the Southern District of New York.  The
Chapter 15 petitions were commenced on Oct. 18, 2016, by
Christopher Barnett Kennedy and Matthew James Wright, the duly
appointed joint provisional liquidators of Master Fund (in
Provisional Liquidation) and the duly appointed joint official
liquidators of International Fund (in Official Liquidation).

Both Funds are in liquidation pursuant to the orders of the
Financial Services Division of the Grand Court of the Cayman
Islands (cause nos. FSD 131 of 2016 (AJJ) (Master Fund) and 118 of
2016 (AJJ) (International Fund) pursuant to Sections 92 and 104 of
the Companies Law, of the Cayman Islands (2016 Revision) in
relation to the International Fund and Master Fund, respectively.

Contemporaneously with the Chapter 15 petitions, the Liquidators
filed a motion with the Bankruptcy Court seeking the Bankruptcy
Court's recognition of (i) the Cayman Liquidations as "foreign main
proceedings" and (ii) their appointment as "foreign
representatives" of the Funds.

As of June 30, 2016, the Master Fund had total assets of
$1,092,668,500.  The Master Fund's total debt as of May 31, 2016,
was $382,000,000.

Holland & Knight LLP serves as counsel in the Chapter 15 cases.


PLEASANDALE COCKTAIL: Case Summary & 3 Unsecured Creditors
----------------------------------------------------------
Debtor: Pleasandale Cocktail Lounge, Inc.
           dba The Atrium Country Club
        609 Eagle Rock Ave.
        West Orange, NJ 07052

Case No.: 16-30281

Chapter 11 Petition Date: October 24, 2016

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

Judge: Hon. Rosemary Gambardella

Debtor's Counsel: David L. Stevens, Esq.
                  SCURA, WIGFIELD, HEYER & STEVENS, LLP
                  1599 Hamburg Turnpike
                  Wayne, NJ 07470
                  Tel: 973-696-8391
                  E-mail: dstevens@scuramealey.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Albert Nazarian, president.

A copy of the Debtor's list of three unsecured creditors is
available for free at http://bankrupt.com/misc/njb16-30281.pdf


PNCH ASSOCIATES: Hearing on Plan Outline Set For Nov. 17
--------------------------------------------------------
The Hon. Andrew B. Altenburg, Jr., of the U.S. Bankruptcy Court for
the District of New Jersey has scheduled for Nov. 17, 2016, at
10:00 a.m. the hearing to consider the adequacy of PNCH Associates,
LLC's disclosure statement referring to the Debtor's plan of
reorganization.

Written objections to the adequacy of the Disclosure Statement will
be filed with the Clerk of this Court and served upon counsel for
the Debtor, counsel for the Creditor's Committee and upon the U.S.
Trustee no later than 14 days prior to the hearing.

PNCH Associates, LLC, commenced a Chapter 11 bankruptcy case
(Bankr. D.N.J. Case No. 16-21540) on June 14, 2016.  Ciardi Ciardi
& Astin, P.C., serves as counsel to the Debtor.


PRO RESOURCES I: Seeks Approval to Use MTF Cash Collateral
----------------------------------------------------------
Pro Resources I, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Texas for authorization to obtain postpetition
financing from Marquette Transportation Finance, LLC and to use
cash collateral, pursuant to the parties' Stipulation.

The Debtor is indebted to Marquette Transportation Finance in the
amount of $550,458 as of the Petition Date.  The indebtedness was
secured by interests granted to Marquette Transportation Finance in
the Debtor's accounts receivable.

Fox Capital Group, Inc., filed ICC Financing Statements and may
claim to have an interest in the Debtor's cash collateral.  The
Debtor did not admit Fox Capital Group's claimed interest.

The Debtor tells the Court that the proceeds of the post-petition
loan will be used to pay off the Debtor's prepetition obligation to
Marquette Transportation Finance and to fund the normal operations
of the Debtor.

The essential terms of the Postpetition Indebtedness under the
Stipulation are:

     (a) Marquette Transportation Finance agrees to advance funds
to the Debtor in an aggregate amount up to the lesser of 90% of the
total value of the Debtor's qualified receivables or $650,000.

     (b) In exchange for such advances, the Debtor will direct each
of its account debtors on the Debtor's accounts receivables to make
payment directly to Marquette Transportation Finance.

     (c) Interest will accrue monthly on any sums advanced and owed
by Debtor at an interest rate equal to the lesser of 6.5% or the
highest rate allowable under Minnesota law.

     (d) As account debtors make payment to Marquette
Transportation Finance on amounts due to the Debtor, the Debtor
will be entitled to seek additional advances up to the Maximum
Amount.

     (e) Marquette Transportation Finance will be granted a
replacement, first priority senior lien in the following assets of
the Debtor: All present and future Accounts, all of Debtor's other
accounts; chattel paper, instruments, payment intangibles and
deposit accounts, but specifically excluding: (i) any rolling stock
consisting of tractors or trailers and the proceeds thereof,
including but not limited to all lease payments for such equipment;
and (ii) specifically excluding avoidance actions and other actions
under Chapter 5 of the Bankruptcy Code and any proceeds or
recoveries therefrom.

     (f) To the extent of the Debtor's use of cash collateral, all
junior lienholders with valid liens existing as of the Petition
Date will  be granted replacement liens in the Post-Petition
Collateral subordinate to the liens and claims of Marquette
Transportation Finance granted pursuant to the Stipulation.

A full-text copy of the Debtor's Motion, dated Oct. 21, 2016, is
available at
http://bankrupt.com/misc/ProResourcesI2016_1644041mxm11_3.pdf

A full-text copy of the Stipulation, dated Oct. 21, 2016, is
available at
http://bankrupt.com/misc/ProResourcesI2016_1644041mxm11_3_1.pdf

                   About Pro Resources I

Pro Resources I, LLC, filed a chapter 11 petition (Bankr. N.D. Tex.
Case No. 16-44041) on Oct. 20, 2016.  The petition was signed by
Doug Owens, sole member.  The case is assigned to Judge Mark X.
Mullin.  The Debtor disclosed total assets at $2.5 million and
total liabilities at $1.8 million as of Sept. 30, 2016.  The Debtor
is represented by Charles Brackett Hendricks, Esq., at Cavazos,
Hendricks, Poirot & Smitham, P.C.


PUERTO RICO: Oversight Board Wants Lawsuits to Remain Frozen
------------------------------------------------------------
The American Bankruptcy Institute, citing Nick Brown of Reuters,
reported that Puerto Rico's financial oversight board said
litigation brought by creditors against the U.S. territory should
remain on pause while the island works to resolve $70 billion of
debt its government has said it cannot pay.

According to the Reuters report, in a brief filed in federal court
in San Juan, Puerto Rico, the seven-member board said the Puerto
Rican rescue law known as PROMESA requires the lawsuits to stay
frozen.  This would allow the board to fulfill its mandate of
overseeing the island's fiscal turnaround plan and facilitating
debt restructuring talks with creditors, it said, the report
related.

With residents emigrating to the U.S. mainland in droves and nearly
half of those left on the island living in poverty, Governor
Alejandro Garcia Padilla has demanded sharp cuts in payments to
bondholders, calling it necessary to afford government services,
the report further related.

PROMESA, signed by President Barack Obama on June 30 after earning
bipartisan support in Congress, called for creditor lawsuits
against Puerto Rico to be put on hold, or "stayed," while the
federally appointed oversight board gets up to speed on the fiscal
situation, the report said.  But creditors have filed at least a
dozen lawsuits both before and since the law's passage, and in
several cases have claimed the stay does not apply to them, the
report added.

The lawsuits generally allege Puerto Rico violated the U.S.
Constitution by imposing a debt moratorium this year, allowing it
to forgo certain payments and redirect revenues that had been
earmarked for debt to cover other expenses instead, the report
related.

The creditors claim to be exempt from the stay because they are not
seeking an actual payment of debt, just a declaration that the
moratorium was unlawful, the report further related.

Reuters noted that Judge Francisco Besosa's decision on the stay,
expected in days or weeks, could be crucial.  Lifting the stay
could allow the merits of Puerto Rico's financial decisions to be
hashed out in messy, expensive court proceedings -- exactly the
scenario PROMESA was designed to avoid, Reuters further noted.


PUSHMATAHA HOSPITAL: Wants Authority to Use Cash Collateral
-----------------------------------------------------------
Pushmataha County - City of Antlers Hospital Authority asks the
U.S. Bankruptcy Court for the Eastern District of Oklahoma for
authorization to use cash collateral, pursuant to the Debtor's
Stipulation with its secured lenders InterBank, the United States
of America, acting through the United States Department of
Agriculture Rural Housing Service, also known as the RHS, and
FirstBank.

The Debtor is a public trust that operates Pushmataha Hospital
located in Antlers, Oklahoma.  In addition to service-generated
revenues, the Hospital receives funds from the City of Antlers via
proceeds of a $0.01 city sales tax, as well as funds from
Pushmataha County under a $0.0075 County sales tax.

Through various loan-related documents and agreements, InterBank
and RHS claim parity first-lien secured interests in the Service
Revenues, as well as the City Sales Tax and County Sales Tax funds
that are paid over to the Debtor.  Through other loan-related
documents and agreements, FirstBank claims second-lien, secured
interests in the Service Revenues, as well as the City Sales Tax
and County Sales Tax funds that are paid over to the Debtor.

The Debtor relates that it is in discussions with its lenders, but
has not yet agreed to the validity or extent of any purported liens
claimed by the lenders.  The Debtor further relates that if the
Liens are valid, the Service Revenues, as well as funds received by
the Debtor from the City Sales Tax and the County Sales Tax would
constitute cash collateral.

The relevant terms, among others, of the Stipulation are:

    (1) The Debtor is authorized to use cash collateral for all
ordinary and necessary expenditures.

    (2) The Debtor grants InterBank, RHS and FirstBank replacement
liens on all postpetition cash collateral of the same type, and in
the same priority, as each had prepetition in order to secure their
respective prepetition debt, in the amount of the cash collateral
used by the Debtor.

    (3) In addition to the replacement liens, if and to the extent
that InterBank, RHS, or FirstBank has an unsecured claim for any
portion of the Debtor's obligations arising from its use of cash
collateral, the unsecured claim will have an administrative expense
priority.

    (4) The specified term of the Stipulation is 60 days from Oct.
21, 2016, the date of entry.  The parties have agreed that the
Stipulation may be continued, by either another definite time
period, or indefinitely, as the parties may agree, through the
filing of a Notice of Continuation.

The Debtor contends that it has an immediate and critical need to
use the cash collateral to operate the Hospital and to avoid
irreparable harm to the Debtor and to the community it serves.  The
Debtor further contends that the use of cash collateral is also in
the best interests of creditors and parties in interest.

A full-text copy of the Debtor's Motion, dated Oct. 21, 2016, is
available at
http://bankrupt.com/misc/PushmatahaCounty2016_1681001_24.pdf

A full-text copy of the Stipulation, dated Oct. 21, 2016, is
available at
http://bankrupt.com/misc/PushmatahaCounty2016_1681001_24_1.pdf

              About Pushmataha County - City of
                 Antlers Hospital Authority

Pushmataha County - City of Antlers Hospital Authority filed a
Chapter 9 petition (Bankr. E.D. Okla. Case No. 16-81001) on Sept.
23, 2016.  The petition was signed by David Smith, chairman.  The
Debtor is represented by Jeffrey E. Tate, Esq., at Christensen Law
Group, P.L.L.C.  The Debtor estimated assets at $0 to $50,000 and
liabilities at $1 million to $10 million at the time of the
filing.

The Debtor is a public trust that operates Pushmataha Hospital
located in Antlers, Oklahoma.  The Hospital is a 25 bed, general
medical hospital in Antlers, Oklahoma. It provides a wide array of
in-patient and out-patient health care services.  The Hospital's
24-hour emergency department treats approximately 5,000 patients
annually. The emergency department has four beds, including one
trauma room.  It is supported by 24-hour coverage of testing
facilities, including laboratory and radiology.


RESTAURANT EL OBRERO: Disclosures Conditionally Approved
--------------------------------------------------------
The Hon. Mildred Caban Flores of the U.S. Bankruptcy Court for the
District of Puerto Rico has conditionally approved Restaurant El
Obrero Inc.'s disclosure statement dated Oct. 14, 2016, referring
to the Debtor's plan of reorganization.

A hearing for the consideration of the final approval of the
Disclosure Statement and the confirmation of the Plan will be held
on Dec. 7, 2016, at 9:00 a.m.

Objections to the final approval of the Disclosure Statement and
the confirmation of the Plan, as well as written acceptances or
rejections of the Plan, must be filed on or before 14 days prior to
the date of the hearing on confirmation of the Plan.

The Debtor will file with the Court a statement setting forth
compliance with each requirement in U.S.C. Section 1129, the list
of acceptances and rejections and the computation of the same,
within seven working days before the hearing on confirmation.

The Debtor filed a small business plan and disclosure statement,
which propose that holders of unsecured convenience claims that are
under or equal to $5,000 will recover 5.65% of the allowed amount,
while holders of unsecured convenience class claims that are over
$5,000 will recover 5.97% of the allowed amount.

The Municipal Revenue Collection Center's secured claim, which
totals $9,158.03, will be paid in 48 monthly installments of
$203.72 for principal and interest.

The secured claim of Oriental Bank, which encumbers the parking
lot
for customers who visit the restaurant and which balance due is
$219,365.17, will be paid the current regular payment of $2,008.30
per the original contract.  The secured claim of Oriential Bank,
which encumbers the commercial lot from which the Debtor operates
its business and which balance due is $85,325.05, will be paid the
current regular payment of $1,743.01 per the original contract.

Luis Ortiz Torres, the equity interest holder, will receive no
distribution under the reorganization plan.

The Plan will be implemented with the continued operation of the
Debtor's business endeavors.

A full-text copy of the Disclosure Statement dated October 14,
2016, is available at:

         http://bankrupt.com/misc/prb15-10208-111.pdf

Restaurant El Obrero Inc. filed for Chapter 11 bankruptcy
protection (Bankr. D.P.R. Case No. 15-10208) on Dec. 23, 2015,
estimating its assets at between $100,001 and $500,000 and its
liabilities at between $500,001 and $1 million.  Javier Vilarino,
Esq., at Vilarino & Associates LLC serves as the Debtor's
bankruptcy counsel.


REVOLVE SOLAR: Can Get DIP Loan From Cornelius Frederick Moore
--------------------------------------------------------------
Judge H. Christopher Mott of the U.S. Bankruptcy Court for the
Western District of Texas authorized Revolve Solar (CA) Inc. to
obtain postpetition financing from Cornelius Frederick Moore, on an
interim basis.

Judge Mott acknowledged that a need exists for the Debtor to borrow
funds from
Mr. Moore, the step-father of the Debtor's President in order to
continue to operate its business.  He further acknowledged that the
Debtor has no other source at this time to borrow such other than
Mr. Moore.

The Debtor is authorized to borrow up to $125,000 from Mr. Moore.
The Debtor is also authorized to request that the amount of the
loan be increased to $300,000 at the final hearing.

Judge Mott held that any amounts advanced under the Interim Order
will be unsecured, but will enjoy payment priority over any and all
administrative expenses, except allowed and approved fees of
professionals in the case and fees owed to the Office of the United
States Trustee.

Judge Mott further held that no payments will be owed or made on
the Interim Loan by the Debtor until after confirmation of a Plan
by the Debtor in the case.  He added that the proceeds of the
Interim Loan may be used by the Debtor only for the purchase of
materials and payroll expenses of the Debtor.

A final hearing on the Debtor's Motion is scheduled on Nov. 1, 2016
at 1:30 p.m.

A full-text copy of the Order, dated Oct. 21, 2016, is available at

http://bankrupt.com/misc/RevolveSolar2016_1610899_78.pdf

              About Revolve Solar (CA) Inc.

Revolve Solar, Inc., a/k/a Revolve Solar LLC, Revolve Solar (TX)
Inc., and Revolve Solar (CA) Inc. each filed chapter 11 petitions
(Bankr. W.D. Tex. Case Nos. 16-10896, 16-10897, and 16-10899) on
July 31, 2016.  The petitions were signed by Tim Padden, president.
The Debtors are represented by Joyce W. Lindauer, Esq., at Joyce
W. Lindauer Attorney, PLLC.  Revolve Solar, Inc. and Revolve Solar
(TX) Inc.'s cases are assigned to Judge Tony M. Davis, while
Revolve Solar (CA) Inc.'s case is assigned to Judge Christopher B.
Mott.  The Debtors each estimated assets and liabilities at $1
million to $10 million at the time of the filing.


RMPC HABILITATIVE: Hearing on Plan Outline Set For Nov. 17
----------------------------------------------------------
The Hon. Carlota M. Bohm of the U.S. Bankruptcy Court for the
Western District of Pennsylvania has scheduled for Nov. 17, 2016,
at 2:30 p.m. the hearing to consider the approval of RMPC
Habilitative Services, LLC's disclosure statement dated Oct. 15,
2016, referring to the Debtor's Chapter 11 plan dated Oct. 15,
2016.

Objections to the Disclosure Statement must be filed by Nov. 10,
2016.

The Debtor's amended plan dated Oct. 15, 2016, provides that
general unsecured creditors will be paid 75% of their filed claims.
General unsecured non-tax claims total $110,952.99.  General
unsecured tax claims total $55,387.99.  Funds for plan payments
will come from the business each month.

The Amended Disclosure Statement is available at:

         http://bankrupt.com/misc/pawb15-23409-145.pdf

RMPC Habilitative Services, LLC, filed for bankruptcy protection
(Bankr. W.D. Penn. Case No. 15-23409) on Sept. 16, 2015, estimating
its assets at between $50,001 and $100,000 and liabilities at
between $500,001 and $1 million.  Franklin L. Robinson, Jr., Esq.,
serves as the Debtor's bankruptcy counsel.


ROADHOUSE HOLDING: Frost, Ballard Represent Landlords
-----------------------------------------------------
Frost Brown Todd LLC and Ballard Spahr LLP filed with the U.S.
Bankruptcy Court for the District of Delaware a verified statement
pursuant to Rule 2019(a) of the Federal Rules of Bankruptcy
Procedure in the Chapter 11 case of Roadhouse Holding Inc., et al.,
stating that they are the counsel to Washington Prime Group Inc.
fka WP Glimcher Inc., NTS Bluegrass Commonwealth Park, and Noble
Properties, Inc.

The names and addresses of the parties represented by FBT and
Ballard Spahr are:

     a. Washington Prime Group Inc.
        180 East Broad Street
        Columbus, Ohio 43215

     b. NTS Bluegrass Commonwealth Park
        600 North Hurstbourne Parkway
        Louisville, Kentucky 40222

     c. Noble Properties, Inc.  
        P.O. Box 18651
        Atlanta, Georgia 31126

The nature and amount of disclosable economic interest of each
creditor, equity security holder, and party in interest represented
by FBT and Ballard Spahr is as follows:

     a. WPG is a creditor in these Chapter 11 cases and the
        managing agent for a landlord of the Debtors.  WPG holds a

        claim against the Debtors in an unknown amount, including
        but not limited to all amounts due and owing under the
        lease between the WPG landlord and the Debtors plus any
        rejection damages and administrative priority claims
        for unpaid post-petition rent and other charges;

     b. NTS is a creditor in these Chapter 11 cases and a landlord

        of the Debtors.  NTS holds a claim against the Debtors in
        an unknown amount, including but not limited to all
        amounts due and owing under the lease between the NTS and
        the Debtors plus any rejection damages and administrative
        priority claims for unpaid post-petition rent and other
        charges; and

     c. Noble Properties is a creditor in the Chapter 11 cases
        and the managing agent for a landlord of the Debtors.
        Noble Properties holds a claim against the Debtors in an
        unknown amount, including but not limited to all amounts
        due and owing under the lease between the Noble Properties

        landlord and the Debtors plus any rejection damages and
        administrative priority claims for unpaid post-petition
        rent and other charges.  

WPG, NTS, and Noble Properties have each requested that FBT and
Ballard Spahr represent them and their interests in connection with
these Chapter 11 cases.

Upon information and belief, as of the date hereof, FBT and Ballard
Spahr do not hold any claim against or equity interest in the
Debtors.  

FBT and Ballard Spahr can be reached at:

     Leslie C. Heilman, Esq.
     BALLARD SPAHR LLP
     919 N. Market Street, 11th Floor
     Wilmington, DE 19801
     Tel: (302) 252-4465
     Fax: (302) 252-4466
     E-mail: heilmanl@ballardspahr.com

          -- and --

     Ronald E. Gold, Esq.  
     FROST BROWN TODD LLC
     3300 Great American Tower
     301 East Fourth Street
     Cincinnati, Ohio 45202
     Tel: (513) 651-6800  
     Fax: (513) 651-6981  
     E-mail: rgold@fbtlaw.com

                    About Roadhouse Holding

Roadhouse Holding Inc. was founded in 2010 and is based in New
York. Roadhouse Holding, along with seven affiliates which include
Logan's Roadhouse Inc. and LRI Holdings Inc., filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case No. 16-11819) on Aug.
8,
2016.

Roadhouse Holding, et al., are represented by Robert S. Brady,
Esq., Edmon L. Morton, Esq., Ryan M. Bartley, Esq., Elizabeth S.
Justison, Esq., and Norah M. Roth-Moore, Esq., at Young Conaway
Stargatt & Taylor, LLP.

Hilco Real Estate, LLC, serves as real estate advisor to the
Debtors; Jefferies LLC serve as financial advisor; and Donlin
Recano & Company as claims and noticing agent.

Andrew Vara, acting U.S. trustee for Region 3, on Aug. 19, 2016,
appointed five creditors of Roadhouse Holding Inc. to serve on the
official committee of unsecured creditors.

Dechert LLP and Ashby & Geddes, P.A., serve as counsel to (a)
BOKF,
NA, as successor to Wells Fargo Bank, National Association, as
trustee and collateral agent under that certain Senior Secured
Notes Indenture, dated as of Oct. 4, 2010; (b) Carl Marks
Management Company, LLC; and (c) Marblegate Asset Management, LLC.


SANJEL CORP: OmniTRAX Logistics Buys Assets of Terracor Group
-------------------------------------------------------------
OmniTRAX Logistics Services, LLC (OLS), the transloading, terminal
and logistics affiliate of OmniTRAX, Inc., on Oct. 21 disclosed
that it has agreed to acquire all assets of Terracor Group, a frac
sand logistics company, including three transload facilities with
vertical silo storage in Texas and Montana.  Included in the
transaction is a high quality frac sand mining opportunity located
in Wisconsin.

"We know the frac sand industry very well, so this acquisition is a
terrific opportunity for us to expand the operations of OLS and
increase the touchpoints we have with customers.  There is also
great potential to expand beyond sand into other commodities," said
Kevin Shuba, CEO of OmniTRAX.

The new facilities serve energy customers in the Bakken, Eagle Ford
and Permian basins and dramatically broaden the OLS reach in the
frac sand supply chain.  The acquisition allows the company to be a
vertically integrated transportation solution by managing the
movement of sand and other commodities from the source through the
point of distribution.

Terracor Group is part of Sanjel Corporation, a Canadian company
that filed for Chapter 15 bankruptcy protection in the United
States earlier this year.

                          About OmniTRAX

As one of North America's largest private railroad and
transportation management companies, OmniTRAX's core capabilities
range from providing management services to railroad and port
services and to intermodal and industrial switching operations.
Through its affiliation with The Broe Group and its portfolio of
managed companies, OmniTRAX also has the unique capability of
offering specialized industrial development and real estate
solutions, both on and off the rail network managed by OmniTRAX.

                          About Sanjel

Sanjel Corporation is a specialized, privately owned global energy
service company.

Sanjel Corporation on April 4, 2016, announced the signing of two
transformative agreements for its sale to two separate North
American pressure pumping providers.  Sanjel has signed a deal to
sell its Canadian fracturing, coiled tubing and cementing assets to
STEP Energy Services Ltd., an ARC Financial Corp. sponsored
company.  Sanjel signed a deal to sell its United States
fracturing, coiled tubing and cementing assets to Liberty Oilfield
Services.

Sanjel on April 4, 2016 initiated a court-supervised restructuring
process to facilitate the closing of the two sale agreements.  The
Company obtained an initial order (the "initial Order") from the
Court of Queen's Bench of Alberta under the Companies' Creditors
Arrangement Act ("CCAA").  The Court appointed
PricewaterhouseCoopers Inc. as Monitor of Sanjel during this
process.  The Company has also applied for recognition of the
Initial Order under Chapter 15 of the US Bankruptcy Code.


SEAN SUH'S: Has Plan to Pay Non-Insider Claims in Full
------------------------------------------------------
Sean Suh's Care Homes, Inc., proposed a Combined Plan of
Reorganization and Disclosure Statement dated Oct. 17, 2016, that
provides that general unsecured claims will be paid in
installments.  

The Plan specifically provides that:

   * CLASS 1: The priority claim of the California Franchise Tax
Board, in the amount of $800, will be paid in full on the Effective
Date.

   * CLASS 2: The general unsecured claims of Alejandro DeLa Cruz
in the amount of $60,000, First Citizens Bank ($7,900), and Home
Depot Credit Services' claim ($4,083) will be in full, each in six
monthly installments.

   * CLASS 3: As to the general unsecured claim of Hong Ran Cohen,
an insider (Sean Suh's mother), in the amount of $132,200, Cohen
has agreed to accept monthly payments from Suh (or for which the
funds are lent to Debtor by Suh), on terms and conditions to be
determined subsequent to the Effective Date, in full satisfaction
of her Claim.

   * CLASS 4: As the claims of insider Suh and creditors Selena
So's Care Home and Reach Adult Development, which claims are based
on loans made to Debtor, each creditor has agreed to waive any
claim for payment under the Plan.

Sean Suh, the sole shareholder and chief executive officer of the
Debtor, will retain his status as the sole equity holder.

A copy of the Combined Plan and Disclosure Statement is available
at:

    http://bankrupt.com/misc/caeb16-20912_110_DS_Sean_Suh.pdf

                       About Sean Suh's Care

Sean Suh's Care Homes, Inc., operates an adult residential facility
that provides 24-hour, non-medical care for resident adults who are
mentally and/or physically disabled and unable to provide for their
own daily needs. Most of these individuals have resided at facility
for a decade or more.

Sean Suh's Care Homes, Inc., filed a Chapter 11 petition (Bankr.
E.D. Cal. Case No. 16-20912) on Feb. 18, 2016.  The petition was
signed by Sean Suh, president and CEO.  The case is assigned to
Judge Michael S. McManus.  At the time of filing, the Debtor had
$766,352 in estimated assets and $1.26 in estimated liabilities.

The Debtor's counsel is Peter C. Bronson, Esq. of Law Offices of
Peter C. Bronson at Sacramento, California.



SIGA TECHNOLOGIES: Launches $35-Mil. Rights Offering
----------------------------------------------------
SIGA Technologies, Inc. on Oct. 21, 2016, commenced a rights
offering for approximate gross proceeds of $35,000,000.  As part of
the Rights Offering, each stockholder of the Company is receiving
one subscription right for each share of common stock owned as of
the previously announced record date of October 12, 2016.  Each
subscription right will entitle its holder to invest $0.65 towards
the purchase of shares of the Company's common stock at a
subscription price equal to the lower of $1.50 or 85% of the volume
weighted average price of our shares during market hours on the
expiration date of the Rights Offering, as more fully described in
the prospectus relating to the Rights Offering.

A copy of the Prospectus filed with the Securities and Exchange
Commission on Form 424B3 is available at https://is.gd/N5QOtE

The Rights Offering is expected to expire at 5:00 pm, New York City
time, on Nov. 8, 2016, subject to early termination or extension.
Subscription rights that are not exercised prior to the expiration
date will expire and have no value.

Through the Rights Offering, the company will issue subscription
rights necessary to raise an aggregate of $35,284,792.

The Company has entered into an investment agreement, or "backstop
agreement," pursuant to which certain parties have agreed to
backstop the Rights Offering by purchasing from the Company, at the
subscription price pursuant to a separate private placement, any
unsubscribed shares of common stock in the Rights Offering to reach
the aggregate amount.

Proceeds from the Rights Offering, in combination with other
sources of liquidity, will be used by the Company to satisfy the
remaining portion of PharmAthene Inc.'s judgment against the
Company.

Stockholders who hold their shares directly will receive a
prospectus, together with a letter from the Company describing the
Rights Offering, subscription rights certificate and related
documentation. Those wishing to exercise their rights should review
all materials, properly complete and execute the subscription
rights certificate and deliver it and payment in full to the
subscription agent:

          American Stock Transfer & Trust Company, LLC
          6201 15th Avenue
          Brooklyn, New York 11219
          Attn: Corporate Actions
          Tel: (718) 921.8200

Stockholders who hold their shares through a broker, custodian bank
or other nominee will be notified of the Rights Offering by such
broker, custodian bank or other nominee  and must instruct such
broker, custodian bank or other nominee whether or not to exercise
subscription rights on their behalf by completing and returning to
such broker, custodian bank or other nominee the form entitled
"Beneficial Owner Election Form."

Stockholders with questions about the rights offering, including
questions about subscription procedures and requests for additional
copies of this prospectus or other documents, are urged to contact
the information agent, D.F. King & Co., Inc., by calling toll free
at 1-800-207-2872, or by e-mail at infoagent@dfking.com.

                     About SIGA Technologies

Publicly held SIGA Technologies, Inc., with headquarters in
Madison Avenue, New York, is a biotech/pharmaceutical company that
specializes in the development and commercialization of solutions
for serious unmet medical needs and biothreats.  SIGA's lead
product is Tecovirimat, also known as ST-246, an orally
administered antiviral drug that targets orthopoxviruses.

SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case
No. 14-12623) on Sept. 16, 2014, in Manhattan.  The case was
assigned to Judge Sean H. Lane.

The Debtor tapped Weil, Gotshal & Manges LLP, as counsel, and
Prime Clerk LLC as claims agent.

A Statutory Creditors' Committee was represented by Martin J.
Bienenstock, Esq., Scott K. Rutsky, Esq., and Ehud Barak, Esq., at
Proskauer Rose LLP.  The Committee retained Guggenheim Securities,
LLC, as its financial advisor and investment banker.

                     Chapter 11 Bankruptcy

SIGA commenced the chapter 11 case to preserve and to ensure its
ability to satisfy its commitments under a contract with the U.S.
Biomedical Advanced Research and Development Authority and to
preserve its operations, which likely would have been jeopardized
by the enforcement of a judgment stemming from the litigation with
PharmAthene, Inc.

On January 15, 2015, the Delaware Court of Chancery entered its
Final Order and Judgment awarding PharmAthene approximately $195
million, including pre-judgment interest up to January 15, 2015.
On January 16, 2015, the Company filed a notice of appeal of the
Outstanding Judgment with the Delaware Supreme Court and, on
January 30, 2015, PharmAthene filed a notice of cross appeal.  On
October 7, 2015, the Delaware Supreme Court heard oral argument,
en banc. On December 23, 2015 the Delaware Supreme Court affirmed
the Outstanding Judgment.

The Bankruptcy Court for the Southern District of New York entered
an order confirming the Debtor's Third Amended Chapter 11 Plan,
dated April 7, 2016, and, as a result, SIGA emerged from chapter
11.   The Plan was confirmed amid a challenge by current
shareholders.

                       Substantial Doubt

SIGA Technologies, Inc. filed with the Securities and Exchange
Commission its Form 10-Q report for the quarterly period ended
June 30, 2016.  SIGA said that, "as of June 30, 2016, the
accrued obligation under the Delaware Court of Chancery Final
Order and Judgment, including post-judgment and Plan-specified
interest, is estimated to be approximately $204 million. In
addition, as of June 30, 2016, the Company has a net capital
deficiency of $304 million. These factors raise substantial
doubt about the Company's ability to continue as a going concern."

SIGA had total assets of $201.7 million, total liabilities of
$505.7 million and stockholders' deficit of $304.1 million at
June 30, 2016.


SIGA TECHNOLOGIES: Terms of Backstop Deal with ST, Nantahala et al
------------------------------------------------------------------
SIGA Techologies, Inc. has entered into an investment agreement, or
"backstop agreement," with:

     -- ST Holdings One LLC, which is a wholly owned subsidiary of
MacAndrews & Forbes LLC,
     -- Blackwell Partners LLC - Series A,
     -- Nantahala Capital Partners Limited Partnership,
     -- Nantahala Capital Partners II Limited Partnership,
     -- Silver Creek CS SAV, L.L.C. and
     -- Nantahala Capital Partners SI, LP.

Under the terms of the backstop agreement, the Backstop Parties
will purchase, pursuant to a separate private placement, a number
of shares of SIGA common stock equal to the number of shares that
are not subscribed for in the rights offering, if any, provided
that to the extent MacAndrews' acquisition of the Company's voting
stock would require a filing and approval under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR
Act"), MacAndrews will receive non-voting convertible preferred
stock in lieu of common stock, which preferred stock will
automatically convert to common stock upon receipt of HSR Act
approval, and will not be convertible to common stock without such
HSR Act approval.

Under the backstop agreement, the subscription price will be equal
to the subscription price applicable to all shareholders under the
rights offering. The Backstop Parties, taken together, will receive
the backstop fee of $1.76 million, or 5% of the maximum gross
proceeds of the rights offering, for providing the backstop
commitment, payable, at the option of the Company, in cash or stock
or, subject to the mutual agreement of the parties, other equity
securities. The backstop agreement contains representations,
warranties, covenants, conditions and indemnification provisions
customary for agreements of its type.  In addition, the Backstop
Parties have certain registration rights with respect to shares
received pursuant to the backstop agreement.

Backstop Commitment Pro Rata Portions

     ST Holdings One LLC                            79.744%
     Blackwell Partners LLC - Series A               4.582%
     Nantahala Capital Partners
        Limited Partnership                          1.732%
     Nantahala Capital Partners II
        Limited Partnership                          4.270%
     Silver Creek CS SAV, L.L.C.                     2.265%
     Nantahala Capital Partners SI, LP               7.407%
                                                 ----------
          Total                                    100.000%

Backstop Option Premium:

     ST Holdings One LLC                            79.744%
     Blackwell Partners LLC - Series A               4.582%
     Nantahala Capital Partners
         Limited Partnership                         1.732%
     Nantahala Capital Partners II
         Limited Partnership                         4.270%
     Silver Creek CS SAV, L.L.C.                     2.265%
     Nantahala Capital Partners SI, LP               7.407%
                                                 ----------
          Total                                    100.000%

A copy of the Investment Agreement, dated October 13, 2016, by and
among SIGA Technologies, Inc., ST Holdings One LLC, Blackwell
Partners LLC - Series A, Nantahala Capital Partners Limited
Partnership, Nantahala Capital Partners II Limited Partnership,
Silver Creek CS SAV, L.L.C. and Nantahala Capital Partners SI, LP,
is available at https://is.gd/I6MOqj

SIGA is represented in the deal by:

          James Grayer, Esq.
          Kramer Levin Naftalis & Frankel LLP
          1177 Avenue of the Americas
          New York, New York 10036
          Email: jgrayer@kramerlevin.com

ST may be reached at:

          Michael Borofsky
          ST Holdings One LLC
          35 East 63rd Street
          New York, NY 10065
          Email: mborofsky@mafgrp.com

Blackwell Partners LLC - Series A Nantahala Capital Partners
Limited Partnership; Nantahala Capital Partners II Limited
Partnership; Silver Creek CS SAV, L.L.C.; and Nantahala Capital
Partners SI, LP may be reached at:

          Paul Rehm
          c/o Nantahala Capital Management, LLC
          19 Old Kings Highway S, Suite 200
          Darien, CT 06820
          Email: paul@nantahalapartners.com
                 info@nantahalapartners.com

MacAndrews & Forbes, ST Holdings et al. disclosed in a regulatory
filing that as of Oct. 13, 2016, they may be deemed to beneficially
own in the aggregate 13,509,722 shares or roughly 24.9% of the
common stock of the Company.  A copy of that report is available at
https://is.gd/z1iRNv

                     About SIGA Technologies

Publicly held SIGA Technologies, Inc., with headquarters in
Madison Avenue, New York, is a biotech/pharmaceutical company
that specializes in the development and commercialization of
solutions for serious unmet medical needs and biothreats.  
SIGA's lead product is Tecovirimat, also known as ST-246, an
orally administered antiviral drug that targets orthopoxviruses.

SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case
No. 14-12623) on Sept. 16, 2014, in Manhattan.  The case was
assigned to Judge Sean H. Lane.

The Debtor tapped Weil, Gotshal & Manges LLP, as counsel, and
Prime Clerk LLC as claims agent.

A Statutory Creditors' Committee was represented by Martin J.
Bienenstock, Esq., Scott K. Rutsky, Esq., and Ehud Barak, Esq., at
Proskauer Rose LLP.  The Committee retained Guggenheim Securities,
LLC, as its financial advisor and investment banker.

                     Chapter 11 Bankruptcy

SIGA commenced the chapter 11 case to preserve and to ensure its
ability to satisfy its commitments under a contract with the U.S.
Biomedical Advanced Research and Development Authority and to
preserve its operations, which likely would have been jeopardized
by the enforcement of a judgment stemming from the litigation with
PharmAthene, Inc.

On January 15, 2015, the Delaware Court of Chancery entered its
Final Order and Judgment awarding PharmAthene approximately $195
million, including pre-judgment interest up to January 15, 2015.
On January 16, 2015, the Company filed a notice of appeal of the
Outstanding Judgment with the Delaware Supreme Court and, on
January 30, 2015, PharmAthene filed a notice of cross appeal.  On
October 7, 2015, the Delaware Supreme Court heard oral argument,
en banc. On December 23, 2015 the Delaware Supreme Court affirmed
the Outstanding Judgment.

The Bankruptcy Court for the Southern District of New York entered
an order confirming the Debtor's Third Amended Chapter 11 Plan,
dated April 7, 2016, and, as a result, SIGA emerged from chapter
11.   The Plan was confirmed amid a challenge by current
shareholders.

                       Substantial Doubt

SIGA Technologies, Inc. filed with the Securities and Exchange
Commission its Form 10-Q report for the quarterly period ended
June 30, 2016.  SIGA said that, "as of June 30, 2016, the
accrued obligation under the Delaware Court of Chancery Final
Order and Judgment, including post-judgment and Plan-specified
interest, is estimated to be approximately $204 million. In
addition, as of June 30, 2016, the Company has a net capital
deficiency of $304 million. These factors raise substantial
doubt about the Company's ability to continue as a going concern."

SIGA had total assets of $201.67 million, total liabilities of
$505.74 million and stockholders' deficit of $304.07 million at
June 30, 2016.


STARR PASS RESIDENTIAL: Seeks to Hire Real Estate Agent
-------------------------------------------------------
Starr Pass Residential, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Arizona to hire a real estate agent.

The company proposes to hire Starr Pass Realty, LLC in connection
with the sale of around three acres of land owned by the company.
The property is located in Pima County, Arizona.

The firm will receive a commission, which is 6% of the purchase
price, according to court filings.

                  About Starr Pass Residential

Starr Pass Residential LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Ariz. Case No. 14-09117) on June 12, 2014.  Christopher
Ansley signed the petition as authorized officer.  Gust Rosenfeld,
P.L.C., serves as the Debtor's counsel.  The Debtor disclosed total
assets of $7.40 million and liabilities of $146 million.

The bankruptcy case was reassigned to Judge Eileen W. Hollowell
because Judge Brenda Moody Whinery recused herself from hearing any
matter on the Chapter 11 proceeding.

                            *    *    *

The U.S. Trustee for Region 14 informed the Bankruptcy Court that
it was unable to appoint creditors form the Official Committee of
Unsecured Creditors for the Chapter 11 case of Starr Pass
Residential LLC because an insufficient number of persons holding
unsecured claims against the Debtor have expressed interest in
serving on a committee.


STARZ ACQUISITION: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Starz Acquisition, LLC, as of
Oct. 21, according to a court docket.

Starz Acquisition, LLC, filed a chapter 11 petition (Bankr. M.D.
Fla. Case No. 16-08045), on September 18, 2016.  The Debtor is
represented by Michael R. Dal Lago, Esq. at Dal Lago Law, of
Naples, FL.

The Debtor is a Florida limited liability company that owns and
operates Italian Restaurants/Pizzerias in two locations in Fort
Myers, Florida.  The first location seats about 150 to 160 people,
has a full Liquor License (i.e., a 4COP), and operates a small bar
within a rented area of about 3,100 square feet at 8750 Gladiolus
Drive.  The second location operates in about 1,000 square feet of
space at 16681 McGregor Boulevard.  The McGregor Location focuses
primarily on customer pick-up and delivery with limited dine in and
catering.  The McGregor Location has a Beer and Wine license 2COP
for dine in customers.


STONE ENERGY: Stock Plunges as RSA Contemplates Bankruptcy
----------------------------------------------------------
The American Bankruptcy Institute, citing an Oct. 21 report by Tomi
Kilgore of Marketwatch, reported that shares of Stone Energy Corp.
lost half their value in premarket trade on Oct. 21, 2016, after
the oil and gas company announced a restructuring support agreement
with certain convertible note holders as the company prepares for a
bankruptcy filing.

According to Marketwatch, citing the company statement, the RSA
contemplates the company will file for chapter 11 on or before Dec.
9.

"The execution of the RSA is the culmination of months of hard work
to right-size our balance sheet in response to a sustained period
of low oil and natural gas commodity prices," said Chief Executive
David Welch.

                       About Stone Energy

Stone Energy is an independent oil and natural gas exploration and
production company headquartered in Lafayette, Louisiana with
additional offices in New Orleans, Houston and Morgantown, West
Virginia.  Stone is engaged in the acquisition, exploration,
development and production of properties in the Gulf of Mexico and
Appalachian basins.  For additional information, contact Kenneth
H. Beer, Chief Financial Officer, at 337-521-2210 phone,
337-521-9880 fax or via e-mail at CFO@StoneEnergy.com

                        *     *     *

The Troubled Company Reporter, on June 17, 2016, reported that S&P
Global Ratings said it raised its corporate credit rating on oil
and gas exploration and production company Stone Energy Corp. to
'CCC-' from 'D'.  The outlook is negative.

S&P also raised the issue-level rating on the company's senior
unsecured debt to 'CCC-' from 'D'.  The recovery rating is '3',
indicating S&P's expectation of meaningful (high end of the 50% to
70% range) recovery if a payment default occurs.

The 'CCC-' corporate credit rating reflects the risk that Stone
could elect to file for Chapter 11 and/or restructure its debt
within the next six months.  S&P expects the borrowing base for
the company's reserve-based lending facility to decrease in the
fall, further pressuring liquidity on top of lower cash flows from
operations.  S&P also notes that the company has an upcoming $300
million maturity in March 2017, and S&P believes the company would
have trouble accessing capital markets to refinance it given
current market conditions.


SUNEDISON INC: Creditors Seek to Undo Lenders' "Sweetheart Deal"
----------------------------------------------------------------
Tiffany Kary and Brian Eckhouse, writing for Bloomberg News,
reported that creditors of SunEdison Inc. filed a lawsuit alleging
that the clean-energy giant hid its "toxic" financial state while
granting hundreds of millions of dollars in benefits to its most
powerful lenders before its April bankruptcy.

According to the report, the lawsuit filed on Oct. 20, 2016, comes
as SunEdison attempts to sell off assets, including yieldcos
TerraForm Power Inc. and TerraForm Global Inc., while in bankruptcy
-- and more than a year after the developer's finances began
deteriorating.

In January, in an effort "to put off the day of reckoning" for
alleged financial manipulations and to hide a failed business
strategy and mismanagement, SunEdison gave a "sweetheart deal" to
its first- and second-lien creditors through a series of
transactions," according to the lawsuit, filed in Manhattan as part
of the company's bankruptcy, the report related.

Having already raised $24 billion in debt and equity since 2013,
but in a bad financial state, the company didn't want to seek out
new lenders, the report further related, citing the creditors.
Instead, it turned to existing lenders and replaced their unsecured
notes with secured debt that would give them a leg up in any
bankruptcy, they say, the report said.

Bloomberg recalled that in January, SunEdison arranged a
two-tranche $725 million second-lien term loan.  It also completed
a series of "exchange transactions" for either debt or equity of
SunEdison, the report added, citing the creditors.

The lawsuit is Official Committee of Unsecured Creditors v. Wells
Fargo Bank NA, 16-ap-1228, in the same court.  Kobre & Kim LLP
filed the suit.

                   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, the senior vice
president, general counsel and secretary, signed the petitions.

The Debtors disclosed total assets of $20.7 billion and total debt
of $16.1 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: Faces Probe by Securities and Exchange Commission
----------------------------------------------------------------
SunEdison, Inc., said in a regulatory filing that the Company on
Oct. 5, 2016, received a notice that the United States Securities
and Exchange Commission is conducting a non-public, fact-finding
investigation relating to the Company.  The notice was accompanied
by a subpoena, seeking production of certain emails and other
electronic communications sent or received by certain current
and/or former directors and/or officers of the Company, TerraForm
Power, Inc. and/or TerraForm Global, Inc.

SunEdison did not elaborate on the nature of the SEC
investigation.

SunEdison, however, noted that as the Company previously disclosed
in the Form 8-K dated March 31, 2016, it had received a non-public,
informal inquiry from the SEC. In addition, the Company has
received subpoenas from the United States Department of Justice
seeking information and documentation relating to various matters.
The Company and the board of directors intend to continue to
cooperate fully with the SEC and the DOJ.

According to a March 28, 2016 report by The Wall Street Journal's
Liz Hoffman and Aruna Viswanatha, people familiar with the matter
said officials in the SEC's enforcement unit at that time were
looking into whether the Company overstated its liquidity last fall
when it told investors it had more than $1 billion in cash.  Those
sources said that SunEdison shares had fallen about 75% in March
2016 since midsummer.  The slide had continued, with shares down
96% from a July 2015 high, and the company was working with
advisers on a potential bankruptcy filing, and its market value had
fallen to around $400 million from nearly $10 billion in July
2015.

                      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, the senior vice
president, general counsel and secretary, signed the petitions.

The Debtors disclosed total assets of $20.7 billion and total debt

of $16.1 billion as of Sept. 30, 2015.

The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as

counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild

Inc. as investment banker and financial advisor, McKinsey Recovery

& Transformation Services U.S., LLC, as restructuring advisors and

Prime Clerk LLC as claims and noticing agent.  The Debtors employed

PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as
their auditor and tax consultant.

An official committee of unsecured creditors has been appointed in

the case.  The committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.


SUNRISE LOGISTIC: Seeks to Hire Asset Reliance as Appraiser
-----------------------------------------------------------
Sunrise Logistic Group, Inc. seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire an
appraiser.

The company proposes to hire Asset Reliance Inc. to examine the
condition of its vehicles and trailers, and determine their market
value.  The firm will receive a flat fee of $2,500 for the
appraisal.

Asset Reliance does not hold or represent any interest adverse to
the bankruptcy estate, according to court filings.

The firm can be reached through:

     Edward D. Testo, Jr.
     Asset Reliance Inc.
     112 Harvard Avenue, 213
     Claremont, CA 91711
     Phone: 909-944-5959

                  About Sunrise Logistic Group

Sunrise Logistic Group, Inc. is a provider of logistics services.
Its principal assets are commercial trucks and trailers.

Sunrise sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. C. D. Calif. Case No. 16-20178) on July 31, 2016.  The
petition was signed by Tom Zhang, CEO/President.  

The case is assigned to Judge Sheri Bluebond.

At the time of the filing, the Debtor estimated assets of less than
$100,000 and liabilities of $1 million to $10 million.


TALBOT ENTERPRISES: Beau Talbot To Retain Equity Interests
----------------------------------------------------------
Talbot Enterprises of Pine Bluff, Inc., dba White Hall Store It
All, filed with the U.S. Bankruptcy Court for the Eastern District
of Arkansas a disclosure statement combined with the plan of
reorganization dated Oct. 14, 2016.

Under the Plan, Class V Equity Security Holders -- consists of the
shareholders of Debtor, to wit, Beau Talbot, who owns 100% of the
common stock of the Debtor -- will retain their equity interests in
the Debtor.

Mr. Talbot has not received a salary or distribution from the
Debtor.  Mr. Talbot may only receive a commission in the event the
Debtor's net revenue exceeds $5,000 for any given month.  If the
Debtor's net revenue exceeds $5,000 for any given month, Mr. Talbot
may receive a commission equal to 25% of the net revenue for that
month.

The Debtor may prepay all or any part of any allowed claim at any
time without a penalty.  The Debtor intends to continue its
business.  Further, it will continue to operate with a reduced
staff and cut costs as necessary.  The current management of the
corporation, as is presently being operated, will remain intact.
The proposed payments under this Plan will be made with the cash
flow from the Debtor's operations.

The plan proponent believes that the Debtor will have enough cash
on hand on the Effective Date of the Plan to pay all the claims and
expenses that are entitled to be paid on that date.  This
information can be found in the Debtor's Monthly Operating Reports
that have been filed in this case.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/areb15-11195-80.pdf

As reported by the Troubled Company Reporter on Oct. 21, 2016, the
Debtor filed with the Court a plan and accompanying disclosure
statement, which proposed that Class II Claims (Riverside Bank) and
Class III Claims (Arkansas County Bank) be paid in full, but the
interest rate will be reduced.  All allowed General Unsecured
Claims in Class IV will be paid pro rata from the operating profits
of the Debtor at the end of each calendar year, beginning in 2016.


          About Talbot Enterprises of Pine Bluff, Inc.

Headquartered in White Hall, Arizona, Talbot Enterprises of Pine
Bluff, Inc., dba White Hall Store It All, was formed and
incorporated on Dec. 1, 1988, by owners Beau Talbot, IV (51%) and
Elizabeth Townsend fka Elizabeth Talbot (49%).  It owns and
operates a facility with 144 mini storage units, a 5-unit mini mall
facility, and a 5,471 sq. ft. commercial building in White Hall,
Arkansas.  The 144 mini storage units are at approximately 99.00%
occupancy, with 143 currently rented.  The 5-unit mini mall
facility is currently at 100% occupancy, and the 5,471 sq. ft.
commercial building is leased to White Hall Motorsports, LLC.

The Debtor filed a Chapter 11 petition (Bankr. E.D. Ark. Case No.
15-11195) on March 13, 2015.  The petition was signed by Beau
Talbot, president.

The case is assigned to Judge Richard D. Taylor.  The Debtor is
represented by J. Brad Moore, Esq., at Frederick S. Wetzel, III,
P.A.

The Debtor estimated assets and liabilities at $1 million to $10
million at the time of the filing.


TATOES LLC: Can Use Up to $750K in 2016 Cash Collateral
-------------------------------------------------------
Judge Frederick P. Corbit of the U.S. Bankruptcy Court for the
Eastern District of Washington authorized Tatoes, LLC, Wahluke
Produce, Inc., and Columbia Manufacturing, Inc., d/b/a/ Columbia
Onion to use cash collateral.

Debtor Tatoes is authorized to use up to $750,000 in 2016 Cash
Collateral, based on a reallocation of the existing approved cash
collateral budget expenses for Tatoes as authorized in the Court's
Prior Cash Collateral Order, for the period of Oct. 20, 2016
through Nov. 3, 2016, and for the limited purpose of fumigating
land Tatoes intends to farm in 2017.  

Judge Corbitt held that the 2016 Cash Collateral may be used to
purchase fumigant, chemicals and related supplies as well as to
provide labor related to the application of the fumigant.

Judge Corbitt further held that any party holding a valid,
perfected security interest or lien in the 2016 Cash Collateral is
granted a valid, automatically perfected replacement lien against
any 2017 crops grown by the Debtor for the full amount of the 2016
Cash Collateral which is utilized pursuant to the Court's Order.

The Debtor is directed to provide the same forms of reporting,
payments and other adequate protection as was required under the
Court's Prior Cash Collateral Order.

The Debtor is further directed to provide a written report to Rabo
AgriFinance, Saddle Mountain Supply and any other party making a
written request for such report which details the amount of
chemicals, fertilizer and supplies which the Debtor has purchased
pursuant to the authority granted by the Court's Order through
October 31, 2016.  The Fumigation Report will further detail which
property the chemicals, fertilizer and supplies have been applied
upon, and, if payment has already been made, how payment was made
and to whom payment was made for the chemicals and fertilizer
used.

A final hearing on the Debtor's request to use and spend 2016 Cash
Collateral through Dec. 31, 2016, is continued to Nov. 3, 2016 at
10:00 a.m.

A full-text copy of the Order, dated Oct. 21, 2016, is available at

http://bankrupt.com/misc/TatoesLLC2016_1600899fpc11_167.pdf

                    About Tatoes, LLC.

Tatoes, LLC, Wahluke Produce, Inc., and Columbia Manufacturing,
Inc., are engaged in farming, packing, storing, and selling
potatoes, onions and wheat.  Tatoes, LLC, et al., filed Chapter 11
bankruptcy petitions (Bankr. E.D. Wash. Case Nos. 16-00900,
16-00899 and 16-00898, respectively) on March 21, 2016.  The
petitions were signed by Del Christensen, president.

Tatoes LLC estimated assets and liabilities at $10 million to $50
million.  Wahluke Produce and Columbia Manufacturing each estimated
assets and liabilities at $50 million to $100 million.

Wahluke has employed Roger William Bailey, Esq., at Bailey & Busey,
PLLC as legal counsel; Columbia has employed Hurley & Lara as legal
counsel; and Tatoes has employed the Law Offices of Paul H.
Williams as counsel.  Southwell & O'Rourke is counsel for Tatoes
Unsecured Creditors Committee.

Gail Brehm Geiger, acting U.S. trustee for Region 18, on April 28,
2016, appointed three creditors of Tatoes LLC to serve on the
official committee of unsecured creditors.  
Ms. Geiger disclosed that no official committee of unsecured
creditors has been appointed in the Chapter 11 cases of Wahluke
Produce Inc. and Columbia Manufacturing Inc., both affiliates of
Tatoes LLC.

The deadline for filing proofs of claim was Aug. 1, 2016.



TELEXFREE LLC: Founder Pleads Guilty to Fraud Charges
-----------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal Pro Bankruptcy,
reported that James Merrill, who founded and then captained the
meteoric rise of TelexFree LLC before it was shut down by federal
authorities, has pleaded guilty to criminal fraud charges for his
role in running a multibillion-dollar pyramid scheme at the
company.

According to the report, citing a spokeswoman for the U.S.
attorney's office in Boston, Mr. Merrill pleaded guilty to one
count of wire fraud conspiracy and eight counts of wire fraud in a
deal that will limit his sentencing to no more than 10 years in
prison.  Court papers show that if he had been convicted at trial,
he could have faced up to 20 years in prison, the report related.

The plea agreement further calls for the former chief executive of
TelexFree, a multilevel marketing company that sold
telephone-service plans, to forfeit tens of millions of dollars in
assets, the report further related.  The list of assets, which
prosecutors say Mr. Merrill and his business partner collected as
part of the scheme, includes cash, real estate, luxury cars and a
yacht, the report said.

A money-laundering charge will be dropped as part of the plea deal,
the report cited the spokeswoman as saying.  A criminal pretrial,
scheduled to begin Oct. 31 in Worchester, Mass., has been canceled
as a result, the report added.

                        About TelexFREE

TelexFREE -- http://www.TelexFREE.com/-- is a telecommunications  
business that uses multi-level marketing to assist in the
distribution of voice over internet protocol telephone services.
TelexFREE's retail VoIP product, 99TelexFREE, allows for unlimited
international calling to seventy countries for a flat monthly rate
of $49.90.  TelexFREE has over 700,000 associates or promoters
worldwide.

The company believes the sales of the 99TelexFREE product, the
TelexFREE "app," and other new products will ultimately prove
successful and profitable.  The company is struggling, however,
with several factors that required it to seek chapter 11
protection.  First, the Company experienced exponential growth in
revenue between 2012 and 2013 (from de minimus amounts to over $1
billion), which put tremendous pressure on the Company's
financial,
operational and management systems.  Second, although the company
revised its original compensation plan to promoters in order to
address certain questions that were raised regarding such plan,
the
company believes that the plans need to be further revised.
Finally, the trailing liabilities arising from the original
compensation plan are difficult to quantify and have resulted in
substantial asserted liabilities against the company, a number of
which may not be valid.

TelexFREE LLC and two affiliates sought bankruptcy protection
(Bankr. D. Nev. Lead Case No. 14-12525) on April 13, 2014.

Alvarez & Marsal North America, LLC is serving as restructuring
advisor and Greenberg Traurig, LLP and Gordon Silver are serving
as
legal advisors to TelexFREE.  Kurtzman Carson Consultants LLC
serves as claims and noticing agent.

TelexFREE, LLC, estimated $50 million to $100 million in assets
and $100 million to $500 million in liabilities.

TelexFREE is facing accusations of operating a $1 billion-plus
pyramid scheme.

In May, the Court approved the motion by the U.S. Securities &
Exchange Commission to transfer the venue of the Debtors' cases to
the U.S. Bankruptcy Court, District of Massachusetts (Bankr. D.
Mass. Case Nos. 14-40987, 14-40988 and 14-40989).  The Court
entered an order in relation to the venue transfer stating that
the
cases remain jointly administered, and KCC will continue to serve
as claims processing agent.

The Debtors had opposed to the motion, stating that while the SEC
contends that the Massachusetts Bankruptcy Court is more
convenient for the SEC, the SEC has failed entirely to meet its
burden to show that the Massachusetts Bankruptcy Court is better
than the Nevada Bankruptcy Court for administration of the Chapter
11 Cases.  The Debtors chose the Nevada Bankruptcy Court because,
inter alia, TelexFREE Nevada, a Nevada entity, is a counter-party
to more than 700,000 contracts governed by Nevada law. A
creditors'
committee has not yet been appointed in the Chapter 11 Cases.


TEMPE HOLDCO: Moody's Assigns Ba3 CFR; Outlook Stable
-----------------------------------------------------
Moody's Investors Service assigned first time ratings to the debt
of Tempe Holdco Corp ("Tessera") -- Corporate Family Rating of Ba3
and Probability of Default Rating of Ba3-PD, a Ba3 rating to the
$600 million Senior Secured Term B Loan Facility, and a Speculative
Grade Liquidity rating of SGL-2.  The rating outlook is stable.

Tessera intends to use the proceeds of the Term Loan B and balance
sheet cash to acquire DTS, Inc. for about $811 million (excluding
transaction expenses) and to refinance existing debt at DTS.

                         RATINGS RATIONALE

The Ba3 CFR reflects Tessera's consistent Free Cash Flow (FCF)
generation due to the licensing business model, which is supported
by a large portion of multi-year fixed-payment contracts from
semiconductor memory producers comprising over 40% of total
revenues; the limited capital spending requirements; and the modest
starting leverage of about 3x debt to EBITDA (Moody's adjusted,
latest twelve months ended June 30, 2016, proforma for the DTS
acquisition).

The rating also reflects Tessera's small scale relative to other
Ba3 rated semiconductor issuers, which results in customer
concentrations among the large semiconductor memory producers; the
consumer products end market exposure, which results in short
product life cycles; and the large portion of unit volume-based
revenues dependent on the market demand of the underlying customer
product platform, though this is partially offset by the limited
customer concentration in this part of the business.  The rating
also reflects the execution risks in integrating DTS, both in the
near term systems integration execution risks and over the
intermediate term, as the success or failure of the integration of
the two research and development teams becomes apparent in
design-win performance and ultimately revenue growth.

The Ba3 rating of the Term Loan B, which equals the CFR, reflects
the single class of debt, the absence of financial maintenance
covenants, and the limited cushion of unsecured obligations in the
capital structure.  The Speculative Grade Liquidity rating of SGL-2
reflects Tessera's good liquidity, which is supported by consistent
FCF and the cash balance.  Moody's expects that Tessera will
generate annual cash from operations (Moody's adjusted) of at least
$150 million, which will comfortably cover capital expenditures and
any intellectual property purchases of less than $20 million.  The
Term Loan B is not governed by any financial maintenance covenants.
Although Tessera has no plans to obtain a revolving credit
facility, Moody's believes that Tessera will maintain a cash
balance of $100 million, which should provide the company with good
liquidity given the consistent FCF generation.

The stable outlook reflects our expectation that Tessera will
integrate DTS without any significant operational disruption and
that the combined company will generate revenue growth at least in
the low-single digits over the next 12 months.  Moody's expects
rapid deleveraging over the near term as Tessera reduces its cost
structure and directs FCF to debt reduction, reducing debt to
EBITDA (Moody's adjusted) to below 2.5x and FCF to debt (Moody's
adjusted) toward 20% over the year following closing.

A ratings upgrade is unlikely over the next year due to Tessera's
small scale and the execution risks integrating DTS.  Over the
intermediate term the ratings could be upgraded if Tessera
maintains its pace of strong revenue and EBITDA growth, reaching
over $600 million in revenues and over $300 million in EBITDA
(Moody's adjusted).  Moody's would expect that leverage would be
consistently modest, with debt to EBITDA (Moody's adjusted)
maintained below 2x.

The ratings could be lowered if revenues are pressured due to
failure to renew significant multi-year contracts or to grow DTS
revenues and Tessera's Fotonation business.  The ratings could also
be lowered if the EBITDA margin declines, as this may indicate a
weakening competitive position.  The rating could be lowered if
Tessera's financial policy becomes more aggressive such that we
expect debt to EBITDA (Moody's adjusted) to be sustained above 3x.

Tempe Holdco Corp will be the direct parent company of Tessera
Technologies, Inc. and DTS, Inc.  Tessera Technologies, Inc, based
in San Jose, California, develops and licenses technologies and
intellectual property used in semiconductor chip manufacturing and
packaging and image processing for cameras used in mobile phones
and other applications.  DTS, Inc., based in Calabasas, California,
develops audio technology, which it licenses to manufacturers of
consumer electronics, including home theater systems, gaming
consoles, car audio systems, personal computers, and personal
audio.

These ratings were assigned:
  Corporate Family Rating -- Ba3
  Probability of Default Rating -- Ba3-PD
  Senior Secured Term Loan B due 2023 -- Ba3 (LGD4)
  Speculative Grade Liquidity rating -- SGL-2
  Rating Outlook – stable

The principal methodology used in these ratings was Semiconductor
Industry Methodology published in December 2015.


TJB AIR CONDITIONING: Unsec. Creditors to Be Paid 100% in 5 Years
-----------------------------------------------------------------
TJB Air Conditioning, LLC, filed a proposed Plan of Reorganization
that provides that:

    * The secured claim of Everest Business Funding in the amount
of $73,560 will be paid at a rate of 0% over a period of 60 months.
The monthly payment will be in the amount of $1,226 and the first
payment will be on the effective date.

    * The secured claim of Nissan Motor Acceptance, secured by a
vehicle, is paid in accordance with the contract.  The class is
unimpaired.

    * The non-insider unsecured creditors will be paid in full over
a period of 60 months.  The estimated amount of unsecured claims is
nearly $4,000,000.  There are approximately $400,000 in listed,
unsecured claims that have not been filed.  The claims of Volmar,
Colonial Surety, Tristate HVAC and Ciright Automation, totaling
approximately $3,468,000 are unliquidated and subject to litigation
pending in New Jersey.  The claims are disputed.  The total amount
of the claims is misleading.  Colonial Surety's claim incorporates
the claims of Volmar, Volmar's claims incorporates Tristate and
Ciright.  The Debtor will pay $15,000 per month for 60 months to
creditors.  Creditors will be paid on a pro rata basis.

    * Any creditor that has a claim of less than $5,000 can opt to
be paid as a convenience claim.  This convenience class of
creditors will be paid 25% of their total claim within 30 days of
the effective date.  Creditors receiving payments in this class
will not be entitled to any further payment.

    * The Debtor will retain all property of the estate.

At the time of the filing of the case, the Debtor had, and still
has, projects at Minot Air Force Base; Harrisburg, PA; Parsons,
Indiana; and, the biggest project, Indiana National Guard.  During
the course of the bankruptcy, the Debtor has had net income of over
$400,000.  At the time of the filing of the Disclosure Statement,
the Debtor has $383,583 in its bank account.  Projects are not
limited to the five mentioned.  The Debtor will continue to bid on
projects during the course of the plan period.  Income projections
are based on the Debtor receiving a net income of about 10% of the
contract price.

The Debtor's ability to fully fund the Plan and make payments is
dependent on continuing to be awarded governmental contracts.  In
the next six to nine months, the Debtor expects to have net income
of approximately $385,000.  This income is subject to being reduced
by higher than expected expenses.

A copy of the Disclosure Statement dated Oct. 18, 2016, is
available for free at:

   http://bankrupt.com/misc/flsb15-31350_123_TJB_DS.pdf

                           About TJB Air

TJB Air Conditioning, LLC, is a heating and air conditioning
contractor that is a Service Disabled Veteran Owned Small Business.
TJB contracts exclusively with the federal government and works on
military bases or with the FAA.  The company has been in existence
for four years.  The principal of TJB, however, has 44 years of
experience in heating and air conditioning.  The projects on which
TJB works are located throughout the country.

TJB Air Conditioning filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 15-31350) on Dec. 8, 2015.  Brian K.
McMahon, Esq., in West Palm Beach, Florida, serves as the Debtor's
bankruptcy counsel.

The deadline to file a proof of claim was April 7, 2016.



VERENGO INC: Hires Bayard as Bankruptcy Counsel
-----------------------------------------------
Verengo, Inc. seeks authorization from the U.S. Bankruptcy Court
for the District of Delaware to employ Bayard, P.A. as counsel,
nunc pro tunc to the September 23, 2016 petition date.

The Debtor requires Bayard to:

   (a) assist the Debtor with preparation of all applications,
       motions, answers, orders, reports, and other legal papers
       necessary to the administration of the Debtor's estate;

   (b) negotiate, draft, pursue and assist the Debtor in its
       preparation of all documents, reports, and papers necessary

       for the administration of this chapter 11 case;

   (c) provide legal advice with respect to the powers and duties
       of the Debtor as debtor-in-possession in this chapter 11
       case in the continued operation of its business and
       management of its property, including with respect to a
       potential sale of the Debtor's assets;

   (d) appear in court and protecting the interests of the Debtor
       before the Court;

   (e) attend all meetings and negotiating with representatives of

       creditors, the U.S. Trustee, and other parties-in-interest;

   (f) perform all other legal services for the Debtor which may
       be necessary and proper in this proceeding including, but
       not limited to, advice in areas such as bankruptcy law,
       corporate law, corporate governance, employment,
       transactional, litigation, intellectual property and other
       issues to the Debtor in connection with the Debtor's
       ongoing business operations; and

   (g) perform all other legal services for, and provide all
       other necessary legal advice to, the Debtor which may be
       necessary and proper in this case.

Bayard will be paid at these hourly rates:

       Scott D. Cousins          $675
       Evan T. Miller            $450
       Gregory J. Flasser        $305
       Tammy Stoner, paralegal   $295
       Directors                 $475–$975
       Associates                $305–$450
       Legal Assistants          $240–$295

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

Scott D. Cousins, director of Bayard, 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.

Bayard can be reached at:

       Scott D. Cousins, Esq.
       Evan T. Miller, Esq
       BAYARD, P.A.
       222 Delaware Avenue, Suite 900
       Wilmington, DE 19801
       Tel: (302) 655-5000
       Fax: (302) 658-6395
       E-mail: scousins@bayardlaw.com
               emiller@bayardlaw.com

                        About Verengo

Verengo, Inc., filed a chapter 11 petition (Bankr. D. Del. Case No.
16-12098) on Sept. 23, 2016.  The Debtor is represented by Scott D.
Cousins, Esq. and Evan T. Miller, Esq., at Bayard, P.A.

The Debtor is a privately held corporation organized under Delaware
law, headquartered in Torrance, CA with an operations center in
Phoenix, AZ.  The Debtor originated from Ken Button and Randy
Bishop's purchase of Gemstar Builders in February 2008, which was
subsequently renamed Verengo Solar, a d/b/a of Verengo, Inc.  The
Debtor's business focuses on the installation of solar photovoltaic
systems and is one of the most well-known and respected brands in
residential solar.  Moreover, the Debtor offers a range of
energy-saving products to help users to conserve the energy
generated from their solar systems.  The Debtor also markets and
sells solar panels and semiconductor-based micro inverter systems
in the United States.


VERENGO INC: Hires Sherwood Partners as Financial Advisors
----------------------------------------------------------
Verengo, Inc. seeks authorization from the U.S. Bankruptcy Court
for the District of Delaware to employ Sherwood Partners, Inc. as
financial advisors, nunc pro tunc to the September 23, 2016
petition date.

The Debtor requires Sherwood Partners to:

   (a) provide advice with respect to the Debtor's initiation of a

       formal federal insolvency proceeding under Chapter 11 of
       the bankruptcy code;

   (b) assist in the preparation of Schedules and Statement of
       Financial Affairs, as needed;

   (c) assist the Debtor in preparing cash flow projections as
       need in connection with the administration of the Debtor's
       proceeding including Cash Collateral budgets and
       declarations required for filings;

   (d) participate in discussions with the Debtor's counsel to
       assist with necessary filings;

   (e) assist the Debtor with Monthly Operating Reports and other
       bankruptcy requirements, as needed;

   (f) assist in the communications and discussions with key
       vendors and as appropriate the Official Committee of
       Unsecured Creditors;

   (g) assist the Debtor with the process of selling its assets
       via a Section 363 sale; and

   (h) provide such other financial and advisory services as the
       Debtor may require.

Sherwood Partners will be paid at these hourly rates:

        Andrew De Camara                 $475
        David Johnson                    $425
        Other Sherwood personnel         $325-$425

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

The Debtor paid Sherwood Partners $40,000 during the 90 days prior
to the commencement of this chapter 11 case, incurred in connection
with prepetition restructuring activities and $80,500 for services
prior to the last 90 days. In addition, the Debtor provided
Sherwood with a retainer in the amount of $100,000 immediately
prior to the Petition Date.

Andrew De Camara, senior managing director of Sherwood Partners,
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.

Sherwood Partners can be reached at:

       Michael A. Maidy
       SHERWOOD PARTNERS, INC.
       1100 La Avenida
       Mountain View, CA 94043
       Tel: (650) 454-8002

                        About Verengo

Verengo, Inc., filed a chapter 11 petition (Bankr. D. Del. Case No.
16-12098) on Sept. 23, 2016.  The Debtor is represented by Scott D.
Cousins, Esq. and Evan T. Miller, Esq., at Bayard, P.A.

The Debtor is a privately held corporation organized under Delaware
law, headquartered in Torrance, CA with an operations center in
Phoenix, AZ.  The Debtor originated from Ken Button and Randy
Bishop's purchase of Gemstar Builders in February 2008, which was
subsequently renamed Verengo Solar, a d/b/a of Verengo, Inc.  The
Debtor's business focuses on the installation of solar photovoltaic
systems and is one of the most well-known and respected brands in
residential solar.  Moreover, the Debtor offers a range of
energy-saving products to help users to conserve the energy
generated from their solar systems.  The Debtor also markets and
sells solar panels and semiconductor-based micro inverter systems
in the United States.


VERENGO INC: Hires SSG Advisors as Investment Banker
----------------------------------------------------
Verengo, Inc. seeks authorization from the U.S. Bankruptcy Court
for the District of Delaware to employ SSG Advisors, LLC as
investment banker, nunc pro tunc to the September 23, 2016 petition
date.

The Debtor requires SSG Advisors to:

   (a) prepare an information memorandum describing Verengo, its
       historical performance including existing operations,
       facilities, contracts, customers, management and projected
       financial results and operations;

   (b) assist the Debtor in compiling a data room of any necessary

       and appropriate documents related to the Sale;

   (c) assist the Debtor in developing a list of suitable
       potential buyers who will be contacted on a discreet and
       confidential basis after approval by the Debtor;

   (d) coordinate the execution of confidentiality agreements for
       potential buyers wishing to review the information
       memorandum;

   (e) assist the Debtor in coordinating management calls and site

       visits for interested buyers and work with the management
       team to develop appropriate presentations for such
       presentations and visits;

   (f) solicit competitive offers from potential buyers;

   (g) advise and assist the Debtor in structuring the transaction

       and negotiating the transaction agreements;

   (h) provide testimony in support of the Sale; and

   (i) assist the Debtor and its counsel as necessary through
       closing on a best efforts basis.

Subject to the Court's approval, and in accordance with section
328(a) of the Bankruptcy Code, SSG will be paid as follows:

   -- Initial Fee. An initial fee of $25,000 that was paid
      following the execution of the Agreement. The Initial Fee
      will be credited against the Sale Fee or Restructuring Fee.

   -- Monthly Fee. A monthly fee of $25,000 per month beginning
      September, 2016 and continuing each month thereafter during
      the Engagement Term, as defined below. The Monthly Fees will

      be credited in full to the Sale Fee or Restructuring Fee.

   -- Sale Fee. Upon the consummation of a Sale Transaction, SSG
      shall be entitled to a fee, payable in cash, in federal
      funds via wire transfer or certified check, at and as a
      condition of closing of such Sale, equal to $250,000 for the

      proposed stalking horse purchaser. In the event of a sale to

      a third party, not affiliated with the stalking horse
      purchaser, SSG's Sale Fee will be the greater of $400,000 or

      3.0% of Total Consideration.

   -- Restructuring Fee. In the event that the Sale process has
      been initiated but the Debtor ultimately closes a
      Restructuring in lieu of a Sale Transaction, SSG shall be
      entitled to a fee equal to $250,000 which shall be paid from

      operating cash flow, available cash, new funds or otherwise.

   -- In addition to the foregoing Fees, whether or not a Sale or
      Restructuring Transaction is consummated, SSG will be
      entitled to reimbursement for all of SSG's reasonable out-
      of-pocket expenses incurred in connection with the subject
      matter of this engagement.

J. Scott Victor, managing director of SSG Advisors, 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.

SSG Advisors can be reached at:

       J. Scott Victor
       SSG ADVISORS, LLC
       Five Tower Bridge, Suite 420
       300 Barr Harbor Drive
       West Conshohocken, PA 19428
       Tel: (610) 940-5802
       Fax: (610) 940-3875
       E-mail: jsvictor@ssgca.com

                            About Verengo

Verengo, Inc., filed a chapter 11 petition (Bankr. D. Del. Case No.
16-12098) on Sept. 23, 2016.  The Debtor is represented by Scott D.
Cousins, Esq. and Evan T. Miller, Esq., at Bayard, P.A.

The Debtor is a privately held corporation organized under Delaware
law, headquartered in Torrance, CA with an operations center in
Phoenix, AZ.  The Debtor originated from Ken Button and Randy
Bishop's purchase of Gemstar Builders in February 2008, which was
subsequently renamed Verengo Solar, a d/b/a of Verengo, Inc.  The
Debtor's business focuses on the installation of solar photovoltaic
systems and is one of the most well-known and respected brands in
residential solar.  Moreover, the Debtor offers a range of
energy-saving products to help users to conserve the energy
generated from their solar systems.  The Debtor also markets and
sells solar panels and semiconductor-based micro inverter systems
in the United States.


WALL STREET SYSTEMS: Moody's Affirms B2 CFR; Outlook Remains Neg
----------------------------------------------------------------
Moody's Investors Service affirmed Wall Street Systems Delaware,
Inc.'s (WSS) B2 Corporate Family Rating, B2-PD Probability of
Default Rating, and B2 senior secured first lien bank facility
rating.  The rating outlook remains negative.

The ratings affirmation follows WSS' announcement of plans to
upsize the euro tranche of its first lien term loan by
approximately 130 million euros to partially fund the acquisition
of Reval, a global provider of cloud-based software solutions for
treasury and risk management.  In conjunction with this
acquisition, WSS also announced the cancellation of a previosly
planned dividend to shareholders and the proposed acquisition of a
smaller software provider.  While the acquisition of Reval
strategically benefits WSS' business by adding scale and
solidifying its competitive position in the market for treasury
management software, Reval's current lack of profitability
materially increases WSS' debt to EBITDA leverage (Moody's
adjusted) from current levels and adds execution risk if the
combined entity is unable to fully realize planned synergies
without disruption to its operations.

Moody's affirmed these ratings:

  Corporate Family Rating -- B2
  Probability of Default Rating -- B2-PD
  Senior Secured Revolving Credit Facility expiring 2021 -- B2
   (LGD3)
  Senior Secured First Lien Term Loan due 2023 -- B2 (LGD3)
  Outlook is Negative

                         RATINGS RATIONALE

The B2 CFR reflects WSS' high pro forma debt leverage of nearly
5.5x, even after assuming the full realization of cost synergies
relating to the Reval transaction in the near term.  The rating
also takes into account WSS' relatively small scale as a niche
provider of software and services for foreign exchange processing
as well as treasury and risk management applications.  The
company's credit profile is negatively impacted by recent weakness
in WSS' business performance as sales have contracted meaningfully
over the past two years and Moody's expectation that the software
provider's organic revenue growth prospects will be modest over the
intermediate term due to the maturity of its target markets. In
addition, the rating and the outlook reflect Moody's concern that
the synergy benefits from the Reval acquisition may take longer
than expected to realize and may impair the business in the near
term.  However, these risks are partially mitigated by WSS' solid
market position with its niche as well as the company's
subscription based sales model that provides a degree of top-line
visibility given a significant proportion of recurring revenue and
minimal client attrition.  Additionally, WSS' healthy profitability
metrics support the company's strong free cash flow production
which is considered above average for the rating category.

WSS' good liquidity position is supported by $46 million in pro
forma cash on the company's balance sheet as of Sept. 30, 2016, and
Moody's expectation that WSS will generate free cash flow exceeding
12% of debt on an annual basis over the intermediate term.  The
company's liquidity is also bolstered by an undrawn $15 million
revolving credit facility.  While the company's term loans are not
subject to financial covenants, the revolving credit facility has a
springing covenant which is not expected to be in effect over the
next 12-18 months.

The negative outlook reflects Moody's expectation that WSS will be
challenged to resume meaningful organic growth over the next 12-18
months, with particular weakness stemming from the company's suite
of products targeting the foreign exchange processing market.
Integration risks of the Reval acquisition.  The outlook could be
revised to stable if WSS generates moderate organic revenue growth
during this period and successfully integrates the Reval
acquisition.

What Could Change the Rating -- Up

Given the negative ratings outlook, an upgrade is unlikely in the
near term.  The ratings could be upgraded if WSS is able to
generate moderate organic revenue growth while the company uses
free cash flow to reduce debt/EBITDA (Moody's adjusted) below 4x
and refrains from equity distributions.

What Could Change the Rating -- Down

The ratings could be downgraded if WSS fails to realize significant
cost synergies over the near term or experiences a meaningful
contraction in sales and FCF generation while debt/EBITDA (Moody's
adjusted) is sustained above 5.5x.

The principal methodology used in these ratings was Software
Industry published in December 2015.

WSS is a provider of treasury management, central banking, and
foreign exchange processing software and services and is owned by
ION Investment Group.


WARREN RESOURCES: Board Appoints Gregory Fox as SVP Operations
--------------------------------------------------------------
Warren Resources, Inc.'s Board of Directors appointed Gregory J.
Fox, 60, to serve as Senior Vice President of Operations and
Reservoir Engineering.

Prior to joining the Company, Mr. Fox served as a Drilling and
Completion Manager at White Marlin Oil & Gas since July 2015.
Prior to that, Mr. Fox served as Senior Vice President Operations &
Reservoir Engineering of Dune Energy, Inc., from 2004 through July
2015, where he was responsible for the preparation of Dune's
reserve reports with the Securities and Exchange Commission, as
well as oversight responsibility for all regulatory permitting,
drilling and production in Louisiana State waters and onshore Texas
and Louisiana.

Pursuant to the letter from the Company offering employment to Mr.
Fox, the Company initially plans to pay Mr. Fox an annual base
salary of $289,000.  The Company anticipates that Mr. Fox will be
eligible to receive an annual target bonus of 60% of his base
salary based on the performance of the Company and his individual
performance.  Any such bonus would be subject to the approval of
the Board of Directors of the Company.

A copy of the Offer Letter is available at https://is.gd/1NGgpI

Warren Resources, Inc. disclosed in a Securities and Exchange
Commission filing early this month that on the Effective Date of
its Chapter 11 Plan, and by operation of the Plan, the following
persons ceased to serve as directors on the Company's Board of
Directors:

     -- Dominick D'Alleva,
     -- Chet Borgida,
     -- Anthony L. Coelho,
     -- Leonard DeCecchis,
     -- Lance Peterson and
     -- Espy P. Price.

On the Effective Date, by operation of the Plan and pursuant to the
Stockholders Agreement, the following persons became directors on
the Board:

     -- James A. Watt, who was a director on the Board immediately
prior to the Effective Date,
     -- Yixiao Liu,
     -- K. Adam Leight,
     -- Duane H. King and
     -- Eugene I. Davis.

Warren Resources' Plan became effective pursuant to its terms on
October 5, 2016, and the Debtors completed their reorganization
under the Bankruptcy Code.  The Bankruptcy Court for the Southern
District of Texas confirmed the Plan pursuant to an order dated
September 14, 2016.

Pursuant to the Plan, Mr. Adam Leight, Mr. Duane King and Mr.
Eugene Davis will receive the following compensation as directors:
(i) annual retainer of $50,000 paid quarterly in advance; (ii)
$1,500 fee for each board meeting, whether in person or telephonic;
and (iii) $1,000 fee for each committee meeting.

As of the Effective Date, pursuant to the Plan, the officers of the
Company shall be:

     (i) James A. Watt, President and Chief Executive Officer;
    (ii) Frank T. Smith, Jr., Senior Vice President and Chief
Financial Officer;
   (iii) John R. Powers, Vice President, Chief Accounting Officer
and Controller; and
    (iv) Zach Waite, Vice President of Operations and Business
Development.

On the Effective Date, in accordance with the Plan, James A. Watt
and Frank T. Smith, Jr. entered into employment agreements with the
Company. The Employment Agreements provide, subject to certain
limitations set forth therein, for the employee to receive a base
salary, to be eligible to receive annual equity awards under the
Warren Resources, Inc. 2016 Equity Incentive Plan (the "EIP") and
annual bonus and other benefits as are customarily provided to
similarly situated executives of the Company.

Pursuant to the Employment Agreements, if an employee is terminated
by the Company without Cause (as defined in the Employment
Agreements) or if an employee is terminated due to his death or
disability, such employee shall be entitled to receive (i) any
accrued but unpaid rights, (ii) 1.5 times his base salary, (iii)
1.5 times his annual target bonus, (iv) his annual target bonus for
the prior calendar year to the extent unpaid and (v) accelerated
vesting on outstanding and unvested awards made under the EIP,
amongst other customary severance benefits as described in the
Employment Agreements.

As provided in the Plan, on the Effective Date, the Company adopted
the EIP, pursuant to which equity awards may be issued and/or cash
bonuses may be awarded to the officers and directors of the
Company.  The EIP provides for the following types of awards:

     * Options;
     * Stock Appreciation Rights;
     * Restricted Stock;
     * Restricted Stock Units;
     * Performance Unit Awards;
     * Cash Awards;
     * Other Stock Awards; and
     * Dividend equivalents.

The aggregate number of shares of New Common Stock reserved for
issuance pursuant to the EIP is 600,000 shares.  The EIP expires
on, and no new awards may be granted after, the tenth anniversary
of the Effective Date, unless earlier terminated by the Board.

In accordance with the EIP, on the Effective Date, the Board
approved the form of Restricted Stock Award Agreement, the form of
Stock Option Award Agreement, the form of Restricted Stock Unit
Award Agreement and the form of Stock Appreciation Right Award
Agreement.  Grants made under each of the Award Agreements will
vest in one-fourth installments on each of the first, second, third
and fourth anniversaries of the applicable grant date.  All Award
Agreements provide for vesting upon the occurrence of a change in
control (as defined in the EIP) and other customary conditions.

As of Oct. 7, 2016, the Company entered into indemnification
agreements with each of its directors and officers.  The
indemnification agreements require the Company to (a) indemnify
these individuals to the fullest extent permitted under Delaware
law against liabilities that may arise by reason of their service
to the Company and (b) advance expenses reasonably incurred as a
result of any proceeding against them as to which they could be
indemnified. The Company may also enter into indemnification
agreements with any future directors or executive officers.

                   Certificate of Incorporation

On the Effective Date, the Company made the necessary filings to
convert its jurisdiction of incorporation from Maryland to Delaware
including filing a Certificate of Incorporation with the Secretary
of State of Delaware.  The Certificate of Incorporation provides
that the Company is authorized to issue 110,000,000 shares of
capital stock, divided into two classes consisting of (a)
100,000,000 shares of New Common Stock and (b) 10,000,000 shares of
preferred stock, par value $0.01 per share.

Except as otherwise provided by the General Corporation Law of the
State of Delaware (the "DGCL") as it currently exists or may
hereafter be amended, the Certificate of Incorporation or the
Stockholders Agreement, each holder of New Common Stock is entitled
to one vote for each share on all matters submitted to a vote of
the stockholders. The Bylaws provide that when a quorum is present,
the affirmative vote of the majority of the voting power of the
shares cast by stockholders present in person or represented by
proxy at the meeting and entitled to vote on the subject matter
will be the act of the stockholders, unless the question is one
upon which by express provisions of an applicable law, the Bylaws
or the Certificate of Incorporation a different vote is required,
in which case such express provision shall govern and control the
decision of such question.

There is no cumulative voting by stockholders in the election of
directors.

Except as provided for by the Stockholders Agreement, the holders
of Common Stock do not have preemptive rights to purchase shares of
the New Common Stock.  Subject to specified exceptions, the
Certificate of Incorporation provides that the Company may not, and
may not permit its subsidiaries to, take certain actions without
approval of the Plan Sponsor, including, without limitation, a
merger, consolidation, reorganization, sale of all or substantially
all assets or liquidation, an increase in the number of authorized
shares of the New Common Stock or an issuance and sale of the New
Common Stock, an amendment of the organizational documents of the
Company, entry into a material new line of business substantially
unrelated to the line of business currently conducted by the
Company or any of its subsidiaries as of the date of the
Stockholders Agreement or incur any indebtedness in excess of
$25,000,000 in the aggregate, other than the Exit Credit Facility.

The Certificate of Incorporation limits liability of directors to
the fullest extent that the DGCL or any other law of the State of
Delaware, as the same exists or may be amended, permits the
limitation or elimination of the liability of directors, no person
who is or was a director of the Company will be personally liable
to the Company or any of its stockholders for monetary damages for
breach of fiduciary duty as a director.  In addition, with certain
exceptions, the Certificate of Incorporation requires that the
Company indemnify its directors and officers to the fullest extent
authorized or permitted by applicable law and that the Company pay
such expenses in advance.

                   About Warren Resources

Warren Resources Inc., is an independent energy company engaged in
the exploration, development and production of domestic onshore
crude oil and natural gas reserves.  It is primarily focused on
the
development of its waterflood oil recovery properties in the
Wilmington field within the Los Angeles Basin of California, its
position in the Marcellus Shale gas in northeastern Pennsylvania
and its coalbed methane, or CBM, natural gas properties located in
Wyoming.

Warren Resources, Inc., Warren E&P, Inc., Warren Resources of
California, Inc., Warren Marcellus LLC, Warren Energy Services,
LLC, and Warren Management Corp. each filed a voluntary petition
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Proposed
Lead Case No. 16-32760) on June 2, 2016.  The Debtors listed total
assets of $230 million and total debt of $545 million.

The Debtors have hired Andrews Kurth LLP as counsel, Jefferies LLC
as investment banker, Deloitte Transactions and Business Analytics
LLP as restructuring advisor and Epiq Bankruptcy Solutions, LLC as
claims, balloting and noticing agent.

Judge Marvin Isgur presided over the cases.


WARREN RESOURCES: Closes $150-Mil. Term Loan with Wilmington Trust
------------------------------------------------------------------
Warren Resources, Inc.'s Chapter 11 Plan of Reorganization became
effective pursuant to its terms on Oct. 5, 2016, and the Debtors
completed their reorganization under the Bankruptcy Code.  The
Bankruptcy Court for the Southern District of Texas confirmed the
Plan pursuant to an order dated Sept. 14, 2016.

On the Effective Date, pursuant to the Plan, the Company entered
into a Credit Agreement by and among the Company, Wilmington Trust,
National Association, as Administrative Agent, and the lenders from
time to time party thereto.  The Credit Agreement provides for a
$150 million term loan facility, consisting of initial senior
secured term loans in an aggregate principal amount of $130 million
-- which, pursuant to the Plan, is deemed to be outstanding without
any advancement of funds by the lenders under the Credit Agreement
-- and additional senior secured term loans -- delayed draw term
loans -- in an aggregate principal amount of up to $20 million,
which, subject to the conditions set forth in the Credit Agreement,
may be drawn from time to time by the Company.

The outstanding term loans, along with accrued and unpaid
obligations with respect to such loans, under the Exit Credit
Facility are subject to prepayment in respect of (i) proceeds from
the issuance or incurrence of debt, excluding those items of debt
permitted to be issued or incurred under the Credit Agreement and
(ii) casualty proceeds and proceeds received from asset
dispositions, subject to limited reinvestment rights and certain
excluded asset sales.  The Exit Credit Facility is guaranteed by
all of the Company's wholly owned subsidiaries (the "Guarantors").
The Exit Credit Facility is secured by substantially all of the oil
and gas assets of the Company and the Guarantors, as well as all of
the equity interests in the Guarantors. Certain third-party swap
and derivative transactions may be secured pursuant to an
intercreditor agreement on a pari passu basis with the same
collateral securing the Exit Credit Facility.

Proceeds of the delayed draw term loans under the Exit Credit
Facility may be used from time to time for lawful corporate
purposes, including for working capital needs and to finance
corporate and capital expenditures and permitted acquisitions of
oil and gas properties and other assets related to the exploration,
production, development, processing, gathering, storage and
transportation of hydrocarbons.

The interest rate on borrowings under the Exit Credit Facility will
be equal to the sum of (i) the LIBOR rate (with a minimum LIBOR
rate of 1%) plus 9.0% per annum on the aggregate outstanding
principal amount of the loans outstanding, which will be paid in
cash, plus (ii) an amount equal to 1.0% per annum on the aggregate
outstanding principal amount of the loans outstanding, which shall
be paid-in-kind and added to the outstanding principal amount of
the loans on each quarterly interest payment date.

Other than with respect to prepayments or during periods in which
the outstanding principal amount of the loans and other obligations
under the Exit Credit Facility is subject to an increased interest
rate following the occurrence of an event of default under the
Credit Agreement, interest on each loan under the Exit Credit
Facility shall be due and payable on the next to last business day
of each March, June, September and December and on May 22, 2020,
the maturity date under the Credit Agreement.

At any time on or prior to October 5, 2017, if the Company repays
all or any part of the principal balance of any loan under the Exit
Credit Facility, or there is an acceleration of the Company's
obligations under the Exit Credit Facility following the occurrence
and continuation of an event of default under the Credit Agreement
and notice from the Agent of such acceleration or there occurs a
substitution of any lender pursuant to the terms of the Credit
Agreement, the Company will pay the Agent, for the benefit of all
of the lenders (or in the case of substitution, the substituted
lender), in addition to the amount so repaid, due or assigned and
any accrued and unpaid interest thereon, a make-whole premium equal
to the present value at such time, computed on such repayment or
assignment date using a discount rate equal to the treasury rate
plus 50 basis points of the amount of (i) 4% the principal amount
of such loan so repaid, due or assigned and (ii) the interest that
would have accrued on the principal balance of the applicable loan
being repaid or so due or assigned from the date of repayment,
acceleration or assignment through October 5, 2017 if such loan
remained outstanding and were repaid one day after such date.

After Oct. 5, 2017, if the Company repays all or any part of the
principal balance of any loan under the Exit Credit Facility, or if
there is an acceleration of the Company's obligations under the
Exit Credit Facility following the occurrence and continuation of
an event of default under the Credit Agreement and notice from the
Agent of such acceleration or there occurs a substitution of any
lender pursuant to the terms of the Credit Agreement, the Company
will pay the Agent, for the benefit of all of the lenders (or in
the case of substitution, the substituted lender), in addition to
the amount so repaid, due or assigned and any accrued and unpaid
interest thereon, a repayment premium equal to the product of (i)
the principal amount of the loans so repaid, due or assigned
multiplied by (ii) the applicable percentage set forth below:

     Year                                  Percentage  
     ----                                  ----------
Oct. 6, 2017 through October 5, 2018        4%
Oct. 6, 2018 through October 5, 2019        2%
Oct. 6, 2019 and thereafter                 0%

The Company is subject to affirmative and negative covenants under
the Credit Agreement, including, but not limited to, financial
covenants with respect to Consolidated Total Leverage Ratio and
minimum liquidity.

The Consolidated Total Leverage Ratio covenant requires that,
commencing on June 30, 2017, the Consolidated Total Leverage Ratio
for any period of four consecutive fiscal quarters shall not be
greater than, determined as of the last day of each fiscal
quarter:

     (a) during the period following June 30, 2017 until December
31, 2017, 5.5 to 1.0,

     (b) during the period following March 31, 2018 until December
31, 2018, 5.0 to 1.0 and

     (c) during the period following March 31, 2019 until the
Maturity Date, 4.5 to 1.0.

The minimum liquidity covenant requires that the Company and its
Subsidiaries at all times maintain the aggregate amount of undrawn
availability under the delayed draw term loans, unrestricted cash
and cash equivalents of at least $5 million.

The Exit Credit Facility is subject to other usual and customary
conditions, representations, warranties and covenants including,
but not limited to, restrictions on additional indebtedness, liens,
contingent obligations, payments, investments, mergers, asset
dispositions, , speculative commodity transactions, transactions
with affiliates and other matters. The Exit Credit Facility is
subject to customary events of default. If an event of default
occurs and is continuing, the Agent may, or at the request of
certain required lenders shall, accelerate amounts due under the
Exit Credit Facility (except for a bankruptcy event of default, in
which case such amounts will automatically become due and
payable).

A copy of the CREDIT AGREEMENT DATED AS OF OCTOBER 5, 2016 AMONG
WARREN RESOURCES, INC., WILMINGTON TRUST, NATIONAL ASSOCIATION, as
Administrative Agent AND THE LENDERS FROM TIME TO TIME PARTY HERETO
GSO CAPITAL PARTNERS LP, as Sole Lead Arranger and Sole Bookrunner,
is available at https://is.gd/ojYaZn

The Exit Lender may be reached at:

     Meghan McCauley
     Wilmington Trust, N.A.
     50 South Sixth Street, Suite 1290
     Minneapolis, MN 55402
     Telephone: (612) 217-5647
     Facsimile: (612) 217-5651
     E-mail: MMcCauley@WilmingtonTrust.com

The Exit Lender is represented by:

     Mark C. Dietzen, Esq.
     Lindquist & Vennum LLP
     4200 IDS Center
     80 South Eighth Street
     Minneapolis, MN 55402
     Telephone: (612) 371-2452
     Facsimile: (612) 371-3207
     E-mail: MDietzen@Lindquist.com

Members of the lending syndicate and their loan commitments as of
the Closing Date:

     Lender                          Exit Facility Loan Commitment
     ------                          -----------------------------
Cobbs Creek LLC                              $21,079,055.13
Foxfields Funding LLC                        $35,454,854.30
FS Energy and Power Fund                     $37,213,632.60
FS Investment Corporation                       $938,640.90
FS Investment Corporation II                  $2,828,093.49
FS Investment Corporation III                 $9,229,909.31
Jefferson Square Funding LLC                  $7,209,234.40
Juniata River LLC                             $6,560,266.75
Lehigh River LLC                              $8,556,869.65
Race Street Funding LLC                         $929,443.47
                                     -----------------------------
   TOTAL:                            $130,000,000.00

     Lender                             Delayed Draw Commitment
     ------                             -----------------------
FS Energy and Power Fund                     $11,179,767.22
FS Investment Corporation                       $287,397.59
FS Investment Corporation II                  $6,003,736.16
FS Investment Corporation III                 $2,529,099.03
                                        -----------------------
   TOTAL:                             $20,000,000.00

GSO Capital Partners and/or Blackstone Debt Funds Management LLC
serve as sub-adviser to each of the lenders.

Kirkland & Ellis LLP, serves as counsel to GSO

Andrews Kurth LLP, serves as counsel to Warren, while Hanna and
Morton LLP, serves as its California local counsel.  Venable LLP,
acts as its Maryland local counsel; Williams, Porter, Day and
Neville P.C., serve as Wyoming local counsel to Warren; and Holland
& Hart LLP, serve as its New Mexico local counsel.

              First- and Second-Lien Credit Facilities

On the Effective Date, pursuant to the Plan, all amounts
outstanding under the Company's previously existing first-lien
credit facility and second-lien credit facility were cancelled and
the obligations thereunder were terminated, released and
discharged. Lenders under such first- and second-lien credit
facilities received distributions of New Common Stock under the
Plan.

                             Indenture

On the Effective Date, pursuant to the Plan, the Company's 9%
Senior Notes due 2022 and the indenture governing the Senior Notes
were cancelled and the obligations of the Debtors thereunder were
terminated, released and discharged. Holders of the Senior Notes
received distributions of New Common Stock under the Plan.

                           Secured Bonds

On the Effective Date, pursuant to the Plan, holders of the
Company's 12% Secured Convertible Bonds due December 31, 2020 and
the 12% Secured Convertible Bonds due December 31, 2022
(collectively, the "Secured Bonds") received payment in full in
cash such that the claim of such holders was unimpaired, and the
trustees under each series of Secured Bonds were paid reasonable
and documented unpaid fees and expenses incurred on or before the
Effective Date. On the Effective Date, the Secured Bonds and the
indentures governing each series of Secured Bonds were cancelled
and the obligations of the Debtors thereunder were terminated,
released and discharged. Other than pursuant to the foregoing,
holders of the Secured Bonds did not receive distributions under
the Plan in respect of the Secured Bonds.

            Equity Securities and Related Instruments

Pursuant to the Plan, on the Effective Date, the previously
outstanding shares of the Company's common stock and preferred
stock (collectively, the "Prepetition Equity Securities") were
cancelled, and the obligations of the Debtors thereunder were
terminated, released and discharged. Holders of the Prepetition
Equity Securities did not receive distributions under the Plan in
respect of the Prepetition Equity Securities.

On the Effective Date, pursuant to the Plan:

     * 7,899,537 shares of New Common Stock were issued to the
lenders under the prepetition first-lien credit facility;

     * 755,000 shares of New Common Stock were issued to the
lenders under the prepetition second-lien credit facility; and

     * 1,284,818 shares of New Common Stock were issued pro rata to
the holders of the Senior Notes.

Additionally, the lenders under the prepetition second-lien credit
facility are party to the Warrant Agreement, pursuant to which they
received Warrants that are initially exercisable for an aggregate
of 526,316 shares of New Common Stock.

The Plan and the Confirmation Order provide for the exemption of
the offer and sale of the New Common Stock pursuant to the
foregoing from the registration requirements of the Securities Act
of 1933, as amended (the "Securities Act"), pursuant to Section
1145(a) of the Bankruptcy Code.

As required by the Plan, on the Effective Date, all shares of the
Company's Prepetition Equity Securities, as well as all unexercised
incentive stock options, non-qualified stock options, stock
appreciation rights, or other unexercised options, warrants or
rights to acquire or receive an equity interest in the Company, in
each case, outstanding immediately prior to effectiveness of the
Plan, was cancelled and ceased to exist.

Warren Resources entered into various other Post-Effective Date
Transactions:

                      Stockholders Agreement

On the Effective Date, pursuant to the Plan, the Company entered
into a Stockholders Agreement by and among the Company and the
stockholders named therein, providing for certain stockholders'
rights and obligations. Among other things, the Stockholders
Agreement provides for:

     (A) Board Composition

         The Stockholders Agreement provides that the number of
directors on the board of directors of the Company (the "Board")
shall be established and maintained at five directors, or such
other number of directors as shall be determined from time to time
by the unanimous vote of the Board, with the consent of the Plan
Sponsor (as that term is defined in the Stockholders Agreement).
Subject to specified exceptions, the Board shall be composed of the
Chief Executive Officer, two individuals designated by the Chief
Executive Officer (with the prior written consent of the Plan
Sponsor), one individual designated by the Plan Sponsor and one
individual designated by the Required Schedule II Stockholders and
Claren Road Credit Master Fund, Ltd. and Claren Road Credit
Opportunities Master Fund, Ltd.

     (B) Transfer Restrictions

         Subject to certain exceptions, stockholders party to the
Stockholders Agreement are restricted from transferring any shares
of the Company's common stock, par value $0.01 (the "New Common
Stock") unless, as a condition prior to such transfer, the
transferee of any such shares of New Common Stock shall have
executed and delivered to the Company a joinder or counterpart to
the Stockholders Agreement.

     (C) Restrictions on Authority of the Board

         Subject to specified exceptions, the Stockholders
Agreement provides that the Company may not, and may not permit its
subsidiaries to, take certain actions without the prior written
consent of the Plan Sponsor, including, without limitation: a
merger, combination, conversion consolidation, reorganization, sale
of all or substantially all assets or liquidation, an increase in
the number of authorized shares of the New Common Stock or an
issuance and sale of the New Common Stock; an amendment of the
organizational documents of the Company; engaging in any business
that is materially different from the business of the Company and
its subsidiaries as of the date of the Stockholders Agreement or
entry into a new line of business; liquidation, dissolution or
commencing or consenting to any proceeding under the law of any
jurisdiction relating to bankruptcy, insolvency, reorganization,
conservatorship or relief of debtors; or incur any indebtedness in
excess of $25,000,000 in the aggregate, other than the Exit Credit
Facility.

     (D) Information Rights

         The Stockholders Agreement provides the stockholders with
certain informational rights with respect to the Company.

     (E) Registration Rights

         Certain stockholders party to the Stockholders Agreement
are entitled to demand and piggyback registration rights, subject
to certain customary conditions.

     (F) Preemptive Rights

         The Stockholders Agreement provides preemptive rights to
certain stockholders party to the Stockholders Agreement,
exercisable under certain circumstances upon the issuance of any
Equity Securities (as that term is defined in the Stockholders
Agreement).

     (G) Drag-Along and Tag-Along Rights

         The stockholders party to the Stockholders Agreement are
subject to certain drag-along and tag-along provisions set forth in
the Stockholders Agreement.
The Stockholders Agreement provides that certain provisions of the
Stockholders Agreement shall expire and terminate on the earlier to
occur of the consummation of (a) a Change of Control and (b) an
Initial Public Offering (as those terms are defined in the
Stockholders Agreement).

                         Warrant Agreement

On the Effective Date, pursuant to the Plan, the Company entered
into a Plan Warrant Agreement (the "Warrant Agreement") with Claren
Road Credit Master Fund, Ltd. and Claren Road Credit Opportunities
Master Fund, Ltd. and the other registered holders from time to
time party thereto, pursuant to which the Company issued warrants
(the "Warrants") to Claren Road that were exercisable for an
aggregate of 526,316 shares of New Common Stock. The Warrants may
be exercised in whole or in part and only during the period (the
"Exercise Period") commencing on the Effective Date and terminating
at 5:00 p.m., Eastern time, on October 5, 2021 (the "Warrant
Expiration Date"), at an exercise price of $10.50 per share (the
"Exercise Price"). All Warrants not exercised on or before such
time on the Warrant Expiration Date shall become void, and the
rights of the holders of such warrants pursuant to the warrants,
the Warrant Agreement or the Stockholders Agreement shall cease at
such time on the Warrant Expiration Date. The Company may, subject
to the Stockholders Agreement, extend the duration of the Warrants
by delaying the Warrant Expiration Date.

Pursuant to the Warrant Agreement, a Warrant does not entitle the
registered holder thereof to any of the rights of a stockholder of
the Company, including the right to receive dividends or other
distributions, to vote or consent or to receive notice in respect
of the meetings of stockholders or the election of directors of the
Company or any other matter.

The number of shares of New Common Stock issuable upon exercise of
any Warrant, as well as the Exercise Price, may be subject to
adjustment from time to time upon the occurrence of certain events,
including, but not limited to: the issuance of shares of New Common
Stock as a dividend or by a split-up or sub-division; and
consolidation, combination, reverse stock split or reclassification
of the New Common Stock or other similar event.

In the case of any recapitalization, reclassification or
reorganization of the outstanding New Common Stock, or in the case
of any amalgamation, conversion, merger or consolidation of the
Company with or into another corporation or other entity (other
than a consolidation or merger in which the Company is the
continuing corporation and that does not result in any
recapitalization, reclassification or reorganization of the
outstanding New Common Stock), or in the case of any sale, lease,
license, transfer or conveyance to another corporation or entity of
the assets or other property of the Company as an entirety or
substantially as an entirety in connection with which the Company
is dissolved, liquidated or wound up (any of the foregoing, an
"Organic Change"), but subject in all such events to the provisions
of the Stockholders Agreement, from and after such Organic Change,
each registered holder of Warrants, following the exercise of such
Warrants in accordance with the Warrant Agreement, will be entitled
to receive, in lieu of or addition to (as the case may be) the
shares of New Common Stock acquirable and receivable upon the
exercise of such registered holder's Warrant, such shares of stock,
securities or assets as would have been issued or payable in such
Organic Change (if the registered holder had exercised its Warrant
immediately prior to such Organic Change with respect to or in
exchange for the shares of New Common Stock then acquirable and
receivable upon exercise of such registered holder's Warrant had
such Organic Change not taken place.

                   About Warren Resources

Warren Resources Inc., is an independent energy company engaged in
the exploration, development and production of domestic onshore
crude oil and natural gas reserves.  It is primarily focused on
the
development of its waterflood oil recovery properties in the
Wilmington field within the Los Angeles Basin of California, its
position in the Marcellus Shale gas in northeastern Pennsylvania
and its coalbed methane, or CBM, natural gas properties located in
Wyoming.

Warren Resources, Inc., Warren E&P, Inc., Warren Resources of
California, Inc., Warren Marcellus LLC, Warren Energy Services,
LLC, and Warren Management Corp. each filed a voluntary petition
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Proposed
Lead Case No. 16-32760) on June 2, 2016.  The Debtors listed total
assets of $230 million and total debt of $545 million.

The Debtors have hired Andrews Kurth LLP as counsel, Jefferies LLC
as investment banker, Deloitte Transactions and Business Analytics
LLP as restructuring advisor and Epiq Bankruptcy Solutions, LLC as
claims, balloting and noticing agent.

Judge Marvin Isgur presided over the cases.


WEST BELL: Case Summary & Unsecured Creditor
--------------------------------------------
Debtor: West Bell Medical L.L.C.
        4901 West Bell Road
        Glendale, AZ 85308

Case No.: 16-12173

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: October 24, 2016

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Debtor's Counsel: Adam E. Hauf, Esq.
                  HAUF LAW, PLC.
                  4225 W Glendale Avenue
                  Suite A-104
                  Phoenix, AZ 85051
                  Tel: 623-252-0742
                  Fax: 623-321-2310
                  E-mail: adam@hauflaw.com
                          admin@hauflaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Dr. John Maslak, authorized
representative.

The list of top unsecured creditors solely contains Capital One as
unsecured creditor holding a claim of $20,000.

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

           http://bankrupt.com/misc/azb16-12173.pdf


ZOHAR CDO 2003: Lynn Tilton Loses Bid to Delay Asset Sale
---------------------------------------------------------
Chris Dolmetsch and Bob Van Voris, writing for Bloomberg News,
reported that Patriarch Partners founder, Lynn Tilton, failed to
block a planned sale of assets in one of her former investment
funds, a deal she claims was structured to benefit insurer MBIA
Inc., after  U.S. District Judge Jed Rakoff denied her request to
bar the sale of collateral in the Zohar I distressed loan fund
pending the outcome of her lawsuit against the trustee of the fund,
U.S. Bank NA, and MBIA.

According to the report, the judge ordered the trustee to issue
another notice about the auction on Oct. 24, 2016, and to keep the
sale open at least until Nov. 23.

The report related that Ms. Tilton sued the trustee and the insurer
in September, arguing that the auction is structured solely for the
benefit of Purchase, New York-based MBIA, which holds a $149
million claim on the collateral.  She won an initial court order
barring the sale temporarily and sought a permanent ruling, the
report related.

MBIA argued that Zohar I defaulted on its payments in November
2015, obligating the company to repay the $149 million to
noteholders, the report further related.  The default allowed MBIA
to instruct the fund's trustee to sell the collateral, the report
cited the insurer as saying.

Judge Rakoff's two-page ruling follows Ms. Tilton's decision to
drop a lawsuit seeking to halt an SEC probe into allegations she
overcharged investors in loan securities, the report said.

The Troubled Company Reporter previously reported that Ms. Tilton
took the witness stand in a Manhattan courtroom and urged a judge
to maintain a freeze on the sale of assets in one of her former
investment funds so she can renegotiate the terms of the auction to
get more bidders and a bigger recovery for investors.

As currently structured, the auction would "chill" interest and
frighten possible bidders for the collateral because it wouldn't
give them enough time for research, the report cited Ms. Tinton as
saying.  The sale involves more than 100 financial assets and more
than 50 entities in more than 20 industries, she told U.S.
District
Judge Jed Rakoff on Oct. 10, 2016, the report further related.

Judge Rakoff said he will rule on her request by Oct. 17, the
report noted.

The case is Patriarch Partners XV LLC vs. U.S. Bank National
Association, 16-cv-07128, U.S. District Court, Southern District
of
New York (Manhattan.)

                     About Zohar CDO 2003-1

Patriarch Partners XV, LLC, filed involuntary Chapter 11
bankruptcy
petitions against Zohar CDO 2003-1, Corp., Zohar CDO 2003-1,
Limited and Zohar CDO 2003-1, LLC (Bankr. S.D.N.Y. Case Nos.
15-23681 to 15-23682) on Nov. 22, 2015.

Patriarch Partners disclosed that it has filed, through one of its
affiliates, an involuntary Chapter 11 petition for Zohar CDO
2003-1, Limited.  Patriarch is Zohar I's largest creditor, holding
$286.5 million face amount of Zohar I notes.  Patriarch has placed
Zohar I into Chapter 11 in order to protect Zohar I and Patriarch
from the efforts of MBIA Inc. and MBIA Insurance Corporation,
another creditor of Zohar I, to obtain Zohar I's assets for
itself.

Patriarch claimed it has been forced to pursue this route because
of MBIA's fraudulent scheme to induce Patriarch XV to spend over
$103 million to buy out a third-party noteholder in Zohar-I to
facilitate a restructuring of Zohar-I.

Lynn Tilton is CEO of Patriarch.

Patriarch's restructuring counsel is Skadden, Arps, Slate, Meagher
& Flom LLP and its financial advisor is Moelis & Co.


[*] Manolete Wins Insolvency Litigation Funder of the Year Award
----------------------------------------------------------------
At the 2016 Turnaround Restructuring and Insolvency ("TRI")
industry awards at the London Hilton, Manolete Partners PLC beat
Burford Capital, Harbour Litigation Funding and several other
funding companies to win the inaugural award for Insolvency
Litigation Funder of the Year.

The TRI judging panel comprised many senior executives and leading
professionals from across the restructuring industry, including:
HSBC, PwC, the Insolvency Practitioners Association, KPMG, Mazars,
Shoosmiths, RSM, Pinsent Masons, the Institute of Chartered
Accountants in England and Wales, Barclays, Begbies Traynor Group
and other leading organisations.

In winning the award, the panel of judges recognized Manolete as "a
true pioneer of insolvency litigation funding", its "high number of
completed cases" (the largest in North America and Europe for
individual case financings) and the "high amounts recovered for
insolvent estates".

They have built a reputation for taking cases "all the way".  In
July, they were successful in the Supreme Court ruling against
Hastings Borough Council following earlier wins in the High Court
and Court of Appeal.

Steven Cooklin, CEO of Manolete, said: "We are extremely delighted
to be recognised as Insolvency Litigation Funder of the Year.  It
is a great honour for us as the whole industry considers the TRI
awards as the ultimate accolade.

"We have just taken on our 150th case and have completed 110 in an
average time of just 9 months.  Manolete offers a highly attractive
model because we take all the cost and all the risk but then return
the large majority of the proceeds to the insolvent estate for the
benefit of the creditors.  As the UK Government has recognised, our
specific insolvency financing model is the most cost effective and
fast model in the litigation market, recovering tens of millions of
pounds for creditors.  I am just hugely proud of my team and hugely
grateful to the outstanding Insolvency Practitioners and insolvency
lawyers who have worked with us to bring about these astonishing
results."

Manolete Partners is the largest specialist insolvency litigation
firm in the UK, led by former HSBC Investment Banker, Steven
Cooklin.  Over the last six years it has invested in 150 insolvency
litigation claims.  In the recent past, Manolete has pursued
successful claims against Network Rail, Hastings Borough Council,
large insurance companies and global hotel groups.

Manolete's largest shareholder is the prominent private equity
investor Jon Moulton, CEO of Better Capital Plc.  Mr. Moulton is a
high net worth investor, with reported personal net assets of over
GBP200 million.

TRI awards took place on October 19, 2016.  The awards recognize
outstanding performance in the world of Turnaround Restructuring
and Insolvency.


                            *********

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 ***