TCR_Public/161104.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, November 4, 2016, Vol. 20, No. 308

                            Headlines

10SCHALK LLC: Sale of East Orange Properties for $900K Approved
117 S. SAN FRANCISCO: U.S. Trustee Unable to Appoint Committee
21ST CENTURY ONCOLOGY: S&P Cuts CCR to SD on Missed Payment
21ST CENTURY: In Talks with Shareholders After Missed Payment
21ST CENTURY: Misses Interest Payment on Senior Notes

39 FRANKLIN: Sale of Nutley Property for $375K Approved
A & E FURNITURE: U.S. Trustee Unable to Appoint Committee
ACTRONIX INC: To Assign Claim v. Lorraine to Unsecureds Class
AGS ENTERPRISES: Case Summary & 8 Unsecured Creditors
ALCOA INC: Moody's Lowers Corporate Family Rating to Ba2

ASSOCIATED ASPHALT: S&P Affirms 'B' CCR; Outlook Stable
ASSUREDPARTNERS INC: Moody's Retains B3 CFR Amid Incremental Loans
AUSPICIOUS INC: U.S. Trustee Unable to Appoint Committee
AVERY LAND: Proposes $500,000 DIP Financing From BDH Gypsum
BANK OF COMMERCE: U.S. Trustee Unable to Appoint Committee

BAVARIA YACHTS: Seeks to Hire McBryan as Legal Counsel
BENJAMIN AND BENT: Wants to Use Up to $62,738 in Cash Collateral
BETHEL CATHEDRAL: Court Approves Plan Outline
BINDER MACHINERY: Amends Application to Hire Dilworth as Counsel
BING ENERGY: Plan Filing Deadline Moved to March 4

BLUE BEE: Seeks to Hire Levene Neale as Legal Counsel
BOATYARD RENTALS: Case Summary & 3 Unsecured Creditors
BON-TON STORES: Fulton's Phil Rohrbaugh Named to Board
BROUGHER INC: Voluntary Chapter 11 Case Summary
BRUCE PITT: Hearing on Plan Disclosures Approval Set For Dec. 12

BUILD NYC: Fitch Affirms 'BB' Rating on Revenue Bonds
CARL MERKLE: Pilgrim Reo Opposes Plan Outline Approval
CARRIZO OIL: S&P Affirms 'B+' CCR & Revises Outlook to Stable
CHOICE HEALTH: U.S. Trustee Unable to Appoint Committee
COBALT INTERNATIONAL: Reports Third Quarter 2016 Results

CONSOL ENERGY: Moody's Affirms B3 Corporate Family Rating
CONSTELLATION BRANDS: S&P Assigns 'B' CCR; Outlook Stable
CONSTELLATION ENTERPRISES: Taps Benesch as Special Counsel
CONTROL SYSTEMS: Disclosures OK'd; Plan Hearing on Nov. 17
COSI INC: Can Continue Using Cash Collateral Until Nov. 10

CRYSTAL ENTERPRISES: Can Use Cash Collateral on Final Basis
CULLIGAN HOLDING: Moody's Assigns B3 Corporate Family Rating
DEER MEADOWS: Can Use Cash Collateral Through Jan. 31
DELTAVILLE MARINA: Case Summary & 4 Unsecured Creditors
DIAMOND OFFSHORE: S&P Lowers CCR to 'BB+' on Financial Risk

DIRECTBUY HOLDINGS: Selling Assets to Derby Via $10M Credit Bid
E. MENDOZA & CO: Condado 2 Asks Court to Prohibit Cash Use
EAST GRAND PREPARATORY: S&P Rates $14.1MM 2016A & B Bonds 'BB+'
EDUARDO MENDOZA: Condado 2 Wants to Prohibit Cash Collateral Use
EMECO HOLDINGS: Chapter 15 Case Summary

EQT MIDSTREAM: Moody's Assigns Ba1 Rating on New $500MM Sr. Notes
EQUITY HOLDINGS: Seeks to Hire Dennis & Company as Accountant
EVEN ST. PRODUCTIONS: Files Full-Payment Liquidating Plan
EXTREME PLASTICS: Seeks to Use Cash for Wind-Down of Cases
FAIRYTALE DAY CARE: Latest Plan Proposes to Pay 10% to IRS

FAMILY CHIROPRATIC: U.S. Trustee Unable to Appoint Committee
FANG YA ZHAO: Hale Buying Bradbury Property for $5.4 Million
FAST REAL ESTATE: Selling Los Angeles Property for $2.2 Million
FEFIFO LLC: Seeks to Hire Kelley & Clements as Legal Counsel
FIRST CAR PRO: Seeks to Hire Paul E. Gifford as Legal Counsel

FIRST PENTECOSTAL: Taps Gorski & Knowlton as Legal Counsel
FORESIGHT ENERGY: Moody's Raises CFR to Caa1; Outlook Stable
FOREST CITY: Moody's Withdraws B1 Senior Unsecured Debt Rating
FRED FULLER: Nov. 21 Meeting Set to Form Creditors' Panel
FUNCTION(X) INC: Incurs $63.7 Million Net Loss in Fiscal 2016

FUNCTION(X) INC: Presented at Sidoti & Company Conference
GABEL LEASE: Seeks to Hire Adams Brown as Accountant
GREENVILLE REALTY: Wants to Use Wells Fargo Cash Collateral
GRM BAY WASH: Hearing on Plan Disclosures Approval Set For Jan. 10
HAGERSTOWN BLOCK: Can Use Ameriserv Cash Collateral Until Jan. 31

HAGGEN HOLDINGS: Wants to Move Plan Filing Period to February 1
HECK INDUSTRIES: Unsecureds To Recoup 58%-100% Under Ch. 11 Plan
HIGHLAND ACQUISITION: Moody's Assigns B2 Corporate Family Rating
HIGHLAND ACQUISITION: S&P Assigns 'BB-' Counterparty Credit Rating
HIGHLANDS OF DYERSBURG: Seeks Approval to Use Cash Collateral

HIGHLANDS OF MEMPHIS: Wants to Use Capital Finance Cash Collateral
HILL-ROM HOLDINGS: S&P Raises Rating on Unsecured Debt to 'BB'
HORSHAM VALLEY GOLF: Wants Plan Filing Period Moved to January 2
IDERA INC: Moody's Affirms B3 Corporate Family Rating
IDERA PHARMACEUTICALS: Incurs $12.9M Net Loss in Third Quarter

IMPACT VENTURES: Is Insolvent, In Sale Talks With WWE
INTEGRITY MILLWORK: Seeks to Hire David Schroeder as Legal Counsel
ISAM HIJAZI: East Boston To Get $1,045.60 Per Month For 30 Years
J2 GLOBAL: Planned EVDY Deal No Impact Moody's B1 CFR
JEJP LLC: Needs Until May 2017 to File Plan of Reorganization

JOSE LUIS CRESPO LORENZO: DS Okayed; Jan. 13 Plan Hearing Set
KAISER GYPSUM: Seeks to Employ Jones Day as Counsel
KALOBIOS PHARMACEUTICALS: Amends SPA with Acqua Wellington, et al.
KEY ENERGY: Seeks to Hire Epiq as Claims Agent
KLN STEEL: Case Summary & 7 Unsecured Creditors

KRISHNA ASSOCIATES: Plan Confirmation Hearing Set for Nov. 29
LA4EVER LLC: Has Until Nov. 30 to Use SSLF Cash Collateral
LANDWELL MANAGEMENT: Case Summary & 10 Unsecured Creditors
LIVE OAK: Seeks to Hire Norred Law as Legal Counsel
LTS GROUP: Incremental Loan No Impact on Moody's B2 CFR

LTS GROUP: S&P Affirms 'B' Rating on 1st-Lien Debt Facility
MANITOWOC COMPANY: Moody's Cuts CFR to B3, Outlook Negative
MATRIX LUXURY: U.S. Trustee Unable to Appoint Committee
MEMORIAL PRODUCTION: S&P Lowers CCR to 'CCC-', Outlook Negative
METLCAST INDUSTRIES: Taps Bridgepoint Holdings as Investment Broker

MIDCONTINENT COMMUNICATIONS: Moody's Affirms B1 Corp Family Rating
MIDCONTINENT COMMUNICATIONS: S&P Affirms 'BB-' CCR; Outlook Stable
MIRADA PARK: Case Summary & 8 Unsecured Creditors
MOHEGAN TRIBAL: S&P Raises ICR to 'B' & Removes from Watch Pos.
MOLYCORP MINERALS: Proposes De Minimis Assets Sale Procedures

MONAKER GROUP: In-Room Retail Files Schedule 13D/A with SEC
MOUNTAIN PROVINCE DIAMONDS: Reports Production Results for Q3
MOUNTAIN WOOD: U.S. Trustee Unable to Appoint Committee
MURRAY ENERGY: Moody's Raises CFR to Caa2; Outlook Stable
NETA HATHAWAY: Trustee Selling 19 LAACO Shares

NEW ACADEMY: S&P Lowers CCR to 'B-' on Weak Operating Performance
NORMAN EDWARD MCMAHON: Plan Confirmation Hearing Set for Nov. 23
NORTHERN MEADOWS: Court Extends Exclusivity Period Thru Jan. 25
NU-CAST STEP: Disclosures Has Prelim OK; Plan Hearing on Dec. 5
OFFICE ON EASY STREET: U.S. Trustee Unable to Appoint Committee

ON CALL FLAGGING: Case Summary & 20 Largest Unsecured Creditors
PC ACQUISITION: Authorized to Use Cash Collateral on Interim Basis
PEABODY ENERGY: Unit Enters Into Metropolitan Mine Sale Agreement
PERFORMANCE SPORTS: Files Motion for $575M Sale to Sagard Group
PERFORMANCE SPORTS: Proposes $386M Financing From Sagard

PERFORMANCE SPORTS: S&P Lowers CCR to 'D' on Ch. 11 Filing
PICO HOLDINGS: RPN Says UCP Begins Financial Decline
PORT OF ALGOMA: Judge Declares Port 'Insolvent'
PRECISION CASTING: Authorized to Use Cash for Six Months
PROAMPAC PG: Moody's Assigns B3 Corporate Family Rating

PROAMPAC PG: S&P Assigns 'B' CCR; Outlook Stable
QUAIL RIDGE REALTY: Wants to Use Wells Fargo Cash Collateral
REGIONS FINANCIAL: Moody's Hikes Preferred Stock Rating to Ba1
RITA RESTAURANT: Can Use Cash Collateral on Interim Basis
S-3 PUMP SERVICE: Secured Creditor Tries To Block Disclosures OK

SAM BASS: Court Allows Cash Collateral Use Through Dec. 19
SARATOGA RESOURCES: Exits Chapter 11 Bankruptcy Process
SCHROEDER BROTHERS: Case Summary & 20 Largest Unsecured Creditors
SEANERGY MARITIME: Files Prospectus on Plan to Issue Securities
SEPCO CORP: Court Extends Plan Filing Deadline to February 7

SHORELINE ENERGY: Case Summary & 30 Largest Unsecured Creditors
SHORELINE ENERGY: Files for Bankruptcy with Pre-Arranged Plan
SHORT ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
SKII LLC: Has Until December 27 to File Plan of Reorganization
STEREOTAXIS INC: Frank Cheng Quits as SVP Marketing

STETSON RIDGE: Anastasiou Buying Kitsap County Property for $4.3M
SUCCESS INC: Seeks to Hire Pellegrino Law Firm as Special Counsel
SUNCOKE ENERGY: Moody's Affirms B2 Corporate Family Rating
SUNCOKE ENERGY: S&P Puts 'B' CCR on CreditWatch Positive
SUNEDISON INC: E&Y Named Monitor of Canadian Units' CCAA Case

TEAM HEALTH: S&P Lowers CCR to 'B+', On CreditWatch Negative
TERRA MILLENNIUM: S&P Assigns 'B' CCR; Outlook Stable
TERRILL MANUFACTURING: U.S. Trustee Forms 3-Member Committee
TRI STATE STONE: U.S. Trustee Unable to Appoint Committee
U.S. STEEL CANADA: Parent Enters Into Agreement to Sell Business

VALENCIA COLLEGE: Use of J and S Enterprises Cash Until Nov. 30 OK
VALUEPART INC: Can Use ACF FinCo, Skokie Cash Collateral
VALUEPART INC: Nov. 14 Meeting Set to Form Creditors' Panel
VAUGHN COLLEGE: S&P Affirms 'BB-' Rating on Series 2006 Bonds
VAUGHN ENVIRONMENTAL: Plan Confirmation Hearing Set for Dec. 9

VORNADO REALTY: Fitch Affirms 'BB+' Preferred Stock Rating
WAYZATA-ROCHESTER 16: Auction Results Due for Nov. 21 Hearing
WAYZATA-ROCHESTER: Has Until Dec. 27 to Use Access Point Cash
WESTMORELAND COAL: Incurs $8.52 Million Net Loss in Third Quarter
WHITING PETROLEUM: Incurs $693 Million Net Loss in Third Quarter

WME IMG: Moody's Retains B2 CFR  Following Term Loan Add-On
ZAMINDAR PROPERTIES: U.S. Trustee Unable to Appoint Committee
ZIONS BANCORPORATION: Moody's Hikes Preferred Stock Rating to Ba2
[^] BOOK REVIEW: Transnational Mergers and Acquisitions

                            *********

10SCHALK LLC: Sale of East Orange Properties for $900K Approved
---------------------------------------------------------------
Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the
District New Jersey authorized 10 Schalk, LLC to sell real
properties located at at 298-302 Halsted Street, East Orange, New
Jersey and 189-191 Elmwood Avenue, East Orange, New Jersey to
Thomas J. Caleca for $900,000.

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

At the closing  on the sale of the properties, any and all liens
for water and real estate taxes and/or other municipal liens, as
well as customary and usual closing costs and adjustments not to
exceed $2,000, will be paid from the sale proceeds.

The amount of $25,000 will be carved-out pursuant to 11 U.S.C.
Section 506(c) from the sale proceeds  subject to the lien of Bofi
Federal Bank to cover the fees and costs of the realtor and special
real estate counsel.  Said payment is without prejudice to the
right of those professionals to seek additional fees as an
administrative expense in the case.

After payment of the aforementioned items, the net proceeds of sale
may be distributed to Bofi Federal Bank on account of its mortgage
lien, up to the balance due on its judgment of foreclosure.

The Debtor is further authorized to transfer all leases and
security deposits to Mr. Caleca.

The stay of the Order approving the sale of the properties under
Bankruptcy Rules 6004(h) and 6006(d) is lifted.

                       About 10Schalk, LLC

10SCHALK, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
D.N.J. Case No. 16-25700) on Aug. 16, 2016, disclosing under $1
million in both assets and liabilities.  The Debtor is represented
by Bruce H Levitt, Esq., at Levitt & Slafkes, P.C.


117 S. SAN FRANCISCO: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
The Office of the U.S. Trustee on October 31 announced that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of 117 S. San Francisco Group, LLC.

117 S. San Francisco Group, LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Ariz. Case No. 16-09957) on
August 29, 2016.


21ST CENTURY ONCOLOGY: S&P Cuts CCR to SD on Missed Payment
-----------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on cancer
care provider 21st Century Oncology Holdings Inc. to 'SD' from
'CCC' and removed the ratings from CreditWatch, where they were
placed with negative implications on May 17, 2016.

In addition, S&P lowered its issue-level rating on subsidiary 21st
Century Oncology Inc.'s senior unsecured notes to 'D' from 'CC' and
removed the rating from CreditWatch.  The recovery rating on the
notes remains '6', indicating S&P's expectation for negligible
(0%-10%) recovery in the event of a payment default.

"The downgrade follows 21st Century's announcement that it failed
to make the Nov. 1, 2016, interest payment on the 11.0% senior
unsecured notes due 2023," said S&P Global Ratings credit analyst
Matthew O'Neill.  Given S&P's view of the company's debt level as
unsustainable, and ongoing restructuring discussions, it do not
expect a payment to be made within the grace period.



21ST CENTURY: In Talks with Shareholders After Missed Payment
-------------------------------------------------------------
21st Century Oncology Holdings, Inc., the largest global provider
of integrated cancer care services, on Nov. 1, 2016, disclosed that
it is seeking discussions with its stakeholders after failing to
make an interest payment today for its 11.00% Senior Notes due
2023.  The Company intends to utilize the available 30-day cure
period under the notes indenture to work with its lenders,
bondholders and other significant stakeholders to address the
default.

William R. Spalding, president and Chief Executive Officer, said,
"21st Century Oncology is a fundamentally sound business, and we
are committed to engaging with our stakeholders to address the
capital structure.  During the last 45 days, we have taken steps to
reduce operating costs and improve our efficiency.  In addition, we
will continue our initiatives to raise capital, which may include
additional contributions of equity, alternative financing
arrangements and also involve the sale of certain non-strategic
assets.  We intend to continue to explore these alternatives while
working closely with our lenders, bondholders and other significant
stakeholders, to better position us financially for the future."

"Our unparalleled size, scale and relevance in the delivery of
academic-quality care and our integrated care model are distinct
advantages that position us well to succeed in the current health
care environment.  As always, our primary concern is patient care,
and these negotiations will have no effect on our mission to
continue to provide quality clinical care for all of our patients.
We look forward to fulfilling our commitments to our patients and
their families, our physicians, clinicians, administrators, health
systems partners and our vendors," Mr. Spalding continued.

                       About 21st Century

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

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

                           *     *     *

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

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


21ST CENTURY: Misses Interest Payment on Senior Notes
-----------------------------------------------------
21st Century Oncology Holdings, Inc., disclosed that it is seeking
discussions with its stakeholders after failing to make an interest
payment on Nov. 1, 2016, for its 11.00% Senior Notes due 2023.  The
Company intends to utilize the available 30-day cure period under
the notes indenture to work with its lenders, bondholders and other
significant stakeholders to address the default.

William R. Spalding, president and chief executive officer, said,
"21st Century Oncology is a fundamentally sound business, and we
are committed to engaging with our stakeholders to address the
capital structure.  During the last 45 days, we have taken steps to
reduce operating costs and improve our efficiency.  In addition, we
will continue our initiatives to raise capital, which may include
additional contributions of equity, alternative financing
arrangements and also involve the sale of certain non-strategic
assets.  We intend to continue to explore these alternatives while
working closely with our lenders, bondholders and other significant
stakeholders, to better position us financially for the future."

"Our unparalleled size, scale and relevance in the delivery of
academic-quality care and our integrated care model are distinct
advantages that position us well to succeed in the current health
care environment.  As always, our primary concern is patient care,
and these negotiations will have no effect on our mission to
continue to provide quality clinical care for all of our patients.
We look forward to fulfilling our commitments to our patients and
their families, our physicians, clinicians, administrators, health
systems partners and our vendors," Spalding continued.

                       About 21st Century

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

As of June 30, 2016, the Company had $1.10 billion in total assets,
$1.39 billion in total liabilities, $430 million in series A
convertible redeemable preferred stock, $19.82 million in
non-controlling interests - redeemable, and a $735.60 million total
deficit.

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

In its report on the Company's consolidated financial statements
for the year ended Dec. 31, 2015, Ernst & Young LLP states that the
Company has not complied with certain covenants of loan agreements
with banks and noteholders as it pertains to the timely reporting
of annual and quarterly financial information, the resolution of
which is contingent upon the generation of specific net cash
proceeds to be received within certain time periods.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                            *     *     *

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

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


39 FRANKLIN: Sale of Nutley Property for $375K Approved
-------------------------------------------------------
Judge Vincent F. Papalia of the U.S. Bankruptcy Court for the
District of New Jersey authorized 39 Franklin Realty, LLC's private
sale of real property commonly known as 39 Franklin Avenue, Nutley,
New Jersey to Anthony Perosi, Jr., or an LLC to be established for
Mr. Perosi, Jr., for $375,000.

The sale is free and clear of liens.

A hearing on the Motion was conducted on Oct. 27, 2016.

Proceeds of the sale of the property in the sum of $375,000 will be
turned over to counsel for Banco Popular North America at closing.

The closing on the sale of the property will be conducted within 10
days of entry of the within Order unless the parties agree, in
writing, to an alternate date.

Any disputes relating to the sale of the property will remain the
jurisdiction of the Court.

                 About 39 Franklin Realty

39 Franklin Realty, LLC, sought Chapter 11 protection (Bankr.
D.N.J. Case No. 15-16879) on April 15, 2015.  The petition was
signed by John Catelli, president.  The Debtor estimated assets in
the range of $0 to $50,000 and $100,001 to $500,000 in debt.  The
Debtor tapped Melinda D. Middlebrooks, Esq. at Middlebrooks
Shapiro, P.C. as counsel.


A & E FURNITURE: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
The Office of the U.S. Trustee on October 31 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of A & E Furniture.

A & E Furniture sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-10873) on September
14, 2016.  The petition was signed by August D'Onofrio, managing
member.  

At the time of the filing, the Debtor estimated assets and
liabilities of less than $50,000.


ACTRONIX INC: To Assign Claim v. Lorraine to Unsecureds Class
-------------------------------------------------------------
Actronix, Inc., on Oct. 25, 2016, delivered to the U.S. Bankruptcy
Court for the Western District of Arkansas a revised Chapter 11
plan and disclosure statement.

The Revised Plan provides that the Debtor's management team will
pursue a wind-down of the business.  The Plan says many "end of
life orders" have already been received, and are in the process of
being completed for delivery.  The Debtor anticipates completing
the numerous "end of life orders" by March 31, 2017.  Each member
of the management team has committed to stay until March 2017, if
required.

The Debtor will sell remaining inventory, equipment and assets by
April 2017.  All funds available for distribution to creditors will
be paid by April 30, 2017.

The Plan says, "These efforts will yield substantial additional
monies for our creditors. Not only will the first lien holder,
CB&T, Class 5 above, be paid off in full, but we will also be able
to make distributions to creditors as set forth on Exhibit 4, and
as set forth herein. Regular monthly operating expenses will be
paid as they come due. Our professionals will be paid after the
Bank has been paid, and Actronix should have between $1,000,000 and
$1,300,000 which will be divided 50% to Class 2, (503(b)(9)
claimants), and 50% to Class 6, the second lien creditors, Actronix
Group Inc. and BMO Private Equity (US) Inc.  Creditors with leases
and/or executory contracts will be paid their regular monthly
payments until operations cease, and have their leased property
returned to them when operations cease."

Management believes no funds will be available to Class 12, any
prepetition unsecured, or otherwise undersecured creditors, but the
Debtor will assign any rights it may have under an October, 2014
Subscription Agreement with Lorraine Holdings, Inc., to this Class
12.  And, the Class 6 creditors, Actronix Group Inc. and BMO
Private Equity (US) Inc., have agreed to release any claims they
may have to this Subscription Agreement.

The Debtor said it continues to entertain parties who might be
interested in investing in the company, acquiring the company,
and/or acquiring substantially all of the assets of the Debtor.

The Debtor's Amended Schedule B, and Monthly Operating Reports
filed since August 2016, disclose "due from Lorraine Holdings,
Inc., per Oct. 2014 Subscription Agreements, $1,500,000.00".  The
Debtor believes this debt is wholly uncollectible, but if it were
collectable, it is subject to a lien in favor of the Class 6
claimants, Actronix Group Inc. and BMO Private Equity (US) Inc.,
who have a second lien on all assets of the Debtor.  The Debtor
believes that these second lien creditors also believe that this
"asset" is uncollectible, as they have agreed to release any claim
to this asset.

The Revised Plan says the Debtor shall assign this "asset" to Class
12, to be pursued by their attorney.  Any fees payable to the
attorney for the Unsecured Creditors, for pursuit of this asset
shall be the responsibility of this Class, and not of the Debtor.
Class 12 creditors are impaired by the Plan.

On Oct. 20, 2016, Actronix Group Inc., and BMO Private Equity
(U.S.) Inc. filed a Motion to Convert the Chapter 11 case to
Chapter 7.

The Office of the U.S. Trustee also has filed a Motion to Dismiss
or Convert Case.  A hearing is scheduled for Nov. 9 at 9:00 a.m.

A copy of the Revised Disclosure Statement is available at:

          http://bankrupt.com/misc/arwb15-72593-0310.pdf

                        About Actronix Inc.

Headquartered in Flippin, Arkansas, Actronix, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Ark. Case No.
15-72593) on Oct. 13, 2015, estimating its assets at up to $50,000
and its liabilities at between $1 million and $10 million.  The
petition was signed by Randy Steinberg, secretary.

Actronix builds motor assemblies for one of its major customers.
It was founded in 1977 as a division of LaBarge Electronics.  In
1995 it was acquired by Avnet and in 2000 Avnet sold it to a group
of private investors and it was renamed Actronix.  In 2014 Actronix
changed hands to another group of private investors.  The Company
sought Chapter 11 protection after a major customer who was forced
to stop shipments due to FDA issues, a poor third quarter in 2015
and longer term issues including under capitalization, and lagging
sales.

Judge Ben T. Barry presides over the case.  Jill R. Jacoway, Esq.,
at Jacoway Law Firm, Ltd., and Carter Ledyard & Milburn LLP, serve
as the Debtor's bankruptcy counsel.  Wright, Lindsey & Jennings LLP
has been tapped as special counsel.  The Debtor also has tapped
Brown, Rogers, & Company, P.A., CPAs, and Accounting Solutions of
Northwest Arkansas.

Ronald Clifford, Esq., at Blakeley LLP, represents the Unsecured
Creditors' Committee.


AGS ENTERPRISES: Case Summary & 8 Unsecured Creditors
-----------------------------------------------------
Debtor: AGS Enterprises, Inc.
        1151 Empire Central Drive
        Dallas, TX 75254

Case No.: 16-34322

Chapter 11 Petition Date: November 2, 2016

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Hon. Stacey G. Jernigan

Debtor's Counsel: Frank Jennings Wright, Esq.
                  COATS ROSE, P.C.
                  14755 Preston Road, Suite 600
                  Dallas, TX 75254
                  Tel: (972) 788-1600
                  Fax: (972) 239-0138
                  E-mail: bankruptcy@coatsrose.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kelly O'Donnell, president.

A copy of the Debtor's list of eight unsecured creditors is
available for free at http://bankrupt.com/misc/txnb16-34322.pdf


ALCOA INC: Moody's Lowers Corporate Family Rating to Ba2
--------------------------------------------------------
Moody's Investors Service downgraded Alcoa Inc.'s (renamed Arconic)
Corporate Family and Probability of Default ratings one notch to
Ba2 and Ba2-PD from Ba1 and Ba1-PD, respectively following the
separation of Alcoa's Upstream business from its Value-Add
business.  The Value-Add business that is the remaining Alcoa Inc.
entity is renamed Arconic Inc.

Concurrently, the ratings on Alcoa Inc.'s senior unsecured debt and
industrial revenue bonds were downgraded to Ba2 from Ba1.  The
company's Speculative Grade Liquidity ("SGL") rating was also
downgraded to SGL-2 from SGL-1.  The ratings outlook is stable.
This concludes Moody's review for downgrade that was initiated on
Sept. 22, 2016.

Arconic is comprised of the legacy "Value-Add" businesses of Alcoa
(with the exception of the Warrick, IN rolling mill and equity
interest in a Saudi Arabian joint venture).  The majority of Alcoa
Inc.'s existing debt is remaining at Arconic.

These ratings were downgraded:

Issuer: Alcoa Inc.

  Corporate Family Rating, to Ba2 from Ba1;
  Probability of Default Rating, to Ba2-PD from Ba1-PD;
  Senior Unsecured Shelf due 2017, to (P)Ba2 from (P)Ba1;
  Pref. Stock Preferred Stock, to B1 (LGD-6) from Ba2 (LGD-6);
  Senior Unsecured Medium-Term Note Program, to (P)Ba2 from
   (P)Ba1;
  Senior Unsecured Regular Bond/Debenture, to Ba2 (LGD-4) from Ba1

   (LGD-4)

Outlook Actions:

Issuer: Alcoa Inc.
  Outlook, Stable

Issuer: Chelan County Development Corporation, WA
  Backed Senior Unsecured Revenue Bonds, to Ba2 (LGD-4) from Ba1
   (LGD-4)

Issuer: Iowa Finance Authority
  Backed Senior Unsecured Revenue Bonds, to Ba2 (LGD-4) from Ba1
   (LGD-4).

                         RATINGS RATIONALE

The ratings downgrade is driven by the combination of the higher
financial leverage pro forma for the separation as well as
near-term headwinds in the company's higher growth aerospace
segment and continued but slower than anticipated growth in certain
of the company's other end-markets.  The action also considers the
loss of the company's commodity business that although volatile,
contributed to higher EBITDA levels supporting the existing debt
and often served as a countercyclical business to the company's
value-add manufacturing operations.

The action reflects Moody's expectation that debt/EBITDA (including
Moody's standard pension and lease adjustments) will range from
roughly 5.0 times at separation improving to 4.0 times by the end
of 2017.  The improvement is based on the expectation that the
company will reduce $1.8 billion of debt over the next three to six
months to be accomplished through $1.2 billion of asset sale
proceeds (primarily from the spin-off of the upstream and certain
other assets which comprise Alcoa Upstream Corporation, renamed
Alcoa Corporation) and repayment of the company's $750 million
notes due February 2017.  Pro-forma for these actions, debt/EBITDA
stands at 4.3 times versus the aforementioned 5.0 times level at
separation.  These figures do not include the potential
monetization of Arconic's 19.9% retained equity interest in Alcoa
Corporation.

Moody's ratings considers that slower than expected growth in
certain of the company's primary end-markets including aerospace
and commercial transportation will make meaningful de-leveraging
through EBITDA growth less likely through 2017.  Moody's expects
some of these end-market challenges to moderate in the longer-term
with debt/EBITDA improving to the mid-3 times range by the end of
2018, in line with the Ba2 rating.

Arconic's Ba2 CFR reflects its globally diversified and sizable
revenue base, strong market position in the majority of its
end-markets and diverse revenue stream.  The company possesses
leading market positions in several of the segments that it serves
and is expected to benefit in the long-term from some of the higher
growth businesses in its portfolio including aerospace and
automotive that together constitute approximately half of revenues.
The ratings recognize that there are currently record backlogs at
commercial aerospace OEMs for the next several years and that both
the company's commercial aerospace and automotive businesses should
benefit from the trends in those industries favoring lightweighting
and use of advanced materials.

However, the ratings also consider the lower growth rates in some
of the company's other end-markets including industrial, packaging
and building and construction.  In addition, commercial
transportation (12% of revenues) continues to experience revenue
declines from lower heavy-duty truck build rates in North America.

Although the ratings consider the long-term positive fundamentals,
they also reflect current end-market headwinds expected to be
sustained over the near-term.  In the aerospace sector, anticipated
industry growth rates have moderated due to aircraft delivery
delays, inventory de-stocking, pricing pressures, and production
ramp-up challenges.  In addition, greater EBITDA contribution in
the time frame originally anticipated from the company's
acquisition of Firth Rixson has taken longer than expected.  The
ratings acknowledge that the company is on plan to achieve its
aggressive $650 million productivity initiative for 2016, however
these initiatives are not expected to completely offset some of the
aforementioned headwinds over the near-term.

Arconic's SGL-2 denotes a good liquidity profile.  The company's
liquidity profile post-separation is characterized by healthy cash
balances, moderate free cash flow after cash outlays for
investments following the company's recent lowering of capital
expenditures guidance for 2017, and ample revolver availability.

The stable ratings outlook reflects our expectations of continued
productivity gains and strong commercial aerospace and automotive
fundamentals that will help counterbalance near-term headwinds and
end-market challenges in some of the company's other end markets
including industrial products and commercial transportation.

The ratings could be raised if debt/EBITDA declines to below 3.0
times on a sustained basis, FCF/debt exceeds 10% and the company
maintains a good liquidity profile.

Ratings could be subject to downward pressure if the company were
to maintain debt/EBITDA above 4.0 times beyond 2017, the company
were to take on material, additional debt to finance acquisitions,
dividends or share repurchases, or if Arconic's liquidity position
were to weaken.

The principal methodology used in these ratings was Global
Manufacturing Companies published in July 2014.

Headquartered in New York, NY, Arconic is major global player in
the lightweight metals and high performance multi-materials sector
that serves diverse end-markets including aerospace, automotive,
building and construction, industrial and commercial transportation
end-markets.  Approximately half of revenues are derived from the
combined aerospace and automotive end-markets. Annual pro forma
sales are expected to range from $11.5 billion to $12.0 billion.



ASSOCIATED ASPHALT: S&P Affirms 'B' CCR; Outlook Stable
-------------------------------------------------------
S&P Global Ratings said it affirmed its 'B' corporate credit and
senior secured debt ratings on Associated Asphalt Partners LLC. The
outlook is stable.

The ratings affirmation reflects S&P's expectation that credit
metrics will not materially change over the coming years due to the
change in ownership.  Arclight previously owned the company for
five years before selling to affiliates of Goldman Sachs Capital
Partners.  S&P expects the company's strategy will be unchanged in
the near term under Arclight's ownership.  In addition, S&P
believes that Arclight will be able to meet all requirements under
the bond indenture related to the change of control.

"The stable outlook reflects our expectation that Arclight will
maintain a similar financial policy and that the company will
maintain adequate liquidity and financial leverage below 4x,
excluding peak working capital borrowings," said S&P Global Ratings
credit analyst Jacqueline Fay.

S&P could lower the rating if liquidity becomes constrained or if
it expects adjusted debt leverage above 5x, excluding working
capital debt.  A downgrade could also occur if the company pursues
a more aggressive financial policy or growth strategy.

Though unlikely in the next few years due to the volatility in
margins, S&P could consider higher ratings if the competitive
landscape improves such that S&P would expect sustained leverage
below 3.5x or if the company diversifies its asset base or adopts a
notably more conservative financial policy.



ASSUREDPARTNERS INC: Moody's Retains B3 CFR Amid Incremental Loans
------------------------------------------------------------------
Moody's Investors Service is maintaining the B3 corporate family
rating and B3-PD probability of default rating of AssuredPartners,
Inc. following the company's announcement that it plans to borrow
an incremental $60 million under its first-lien term loan (rated
B2) and $50 million under its second-lien term loan (rated Caa2).
Net proceeds from the offering, along with cash on the balance
sheet, will be used to fund acquisitions, repay borrowings under
the existing revolving credit facility and pay related fees and
expenses. The outlook for the ratings is stable.

RATINGS RATIONALE

AssuredPartners' ratings reflect its growing market presence in
middle market insurance brokerage; good diversification across
clients, producers, insurance carriers and product lines; and
healthy EBITDA margins, said Moody's. Additionally, the company is
taking steps to promote higher organic growth given P&C commercial
lines pricing pressure.

Offsetting these strengths is the company's high financial
leverage, driven by the high volume of acquisitions. Since its
formation in 2011, AssuredPartners has completed more than 150
largely debt-funded small and mid-sized acquisitions, including 37
in the first nine months of 2016. The company now has a network of
150 offices in 30 states (mainly in the eastern US), the District
of Columbia and London. The company's existing and acquired
operations face potential liabilities from errors and omissions in
the delivery of professional services.

AssuredPartners' will have a pro forma debt-to-EBITDA ratio of
about 7.5x following the incremental borrowings, per Moody's
calculations, which include accounting adjustments for operating
leases, deferred earn-out obligations and run-rate earnings from
acquisitions. Such financial leverage is at the top of the expected
range for AssuredPartners' rating category, leaving the company
with little capacity to withstand setbacks in its existing or newly
acquired operations. The performance-based deferred earn-out
arrangements promote growth among acquired brokers, but they also
add to AssuredPartners' financial leverage and near-term cash
outflows.

Factors that could lead to an upgrade of AssuredPartners' ratings
include: (i) debt-to-EBITDA ratio below 6x, (ii) (EBITDA - capex)
coverage of interest exceeding 2x, and (iii) free-cash-flow-to-debt
ratio exceeding 5%.

Factors that could lead to a rating downgrade include: (i)
debt-to-EBITDA ratio above 7.5x, (ii) (EBITDA - capex) coverage of
interest below 1.2x, or (iii) free-cash-flow-to-debt ratio below
2%.

Giving effect to the incremental borrowing, AssuredPartners'
ratings (and loss given default (LGD) assessments) are as follows:

   -- Corporate family rating B3;

   -- Probability of default rating B3-PD;

   -- $177.5 million first-lien revolving credit facility B2
      (LGD3);

   -- $932 million ($926 million outstanding, including
      incremental borrowing) first-lien term loan B2 (LGD3);

   -- $387 million (including incremental borrowing) second-lien
      term loan Caa2 (LGD5).

The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in December 2015.

Based in Lake Mary, Florida, AssuredPartners ranked as the
13th-largest US insurance broker based on 2015 revenues, according
to Business Insurance. The company generated total revenues of $586
million for the 12 months through September 2016.


AUSPICIOUS INC: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Auspicious, Inc., as of October
31, according to a court docket.

Auspicious, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-05968) on September
7, 2016.  The Debtor is represented by Ronald Cutler, Esq., at
Ronald Cutler PA.


AVERY LAND: Proposes $500,000 DIP Financing From BDH Gypsum
-----------------------------------------------------------
Avery Land Group, LLC, asks the U.S. Bankruptcy Court for the
District of Nevada for authorization to obtain postpetition
financing from BDH Gypsum.

The relevant terms of the DIP Credit Agreement, among others, are:

     (1) Nature and Amount: BDH Gypsum will lend the Debtor up to
$500,000 cash on a secured basis.

     (2) Interest Rate:  Interest accrues at a fixed rate of 10%
per annum.  In the event an Event of Default has occurred and is
continuing, interest will be at an annual rate equal to 10% plus 5%
from the date of occurrence of such Event of Default until the date
such Event of Default is cured or waived.

     (3) Maturity Date:  The earlier of December 9, 2021, or the
Effective Date of a confirmed Reorganization Plan.

     (4) Liens:  The obligations of the Debtor under the Loan
Documents will be secured by a first priority Lien on all
unencumbered assets and property of the Debtor and a junior Lien on
all assets of the Debtor that are encumbered by Liens as of the
date of the Final DIP Order.

The Debtor contends that its ability to obtain the postpetition
financing is critical to its ability to continue as a going concern
during the course of the Debtor's chapter 11 bankruptcy case.  The
Debtor adds that the proceeds of the postpetition financing will be
used to fund the costs of administering the Debtor's estate.

A full-text copy of the Debtor's Motion, dated Oct. 31, 2016, is
available at
http://bankrupt.com/misc/AveryLandGroup2016_1614995abl_90.pdf

                    About Avery Land Group

Avery Land Group, LLC, based in Las Vegas, NV, filed a Chapter 11
petition (Bankr. D. Nev. Case No. 16-14995) on Sept. 9, 2016.  The
case is assigned to Judge August B. Landis.  The Debtor is
represented by Brett A. Axelrod, Esq., at Fox Rothschild, LLP.

The Debtor estimated assets at $500,000 to $1 million and
liabilities at $1 million to $10 million.  The petition was signed
by James M. Rhodes, manager.

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

The Debtor has retained Anne M. Loraditch, Esq., at The Bach Law
Firm, LLC as conflicts counsel.


BANK OF COMMERCE: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
The Office of the U.S. Trustee on Nov. 1 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Bank of Commerce Holdings,
Inc.

Bank of Commerce Holdings, Inc., based in Sarasota, Florida, filed
a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-08197) on
Sept.
22, 2016.  Daniel F Blanks, Esq., at Nelson Mullins Riley &
Scarborough, LLP, serves as as bankruptcy counsel.

In its petition, the Debtor estimated $100,000 to $500,000 in
assets and $10 million to $50 million in liabilities.  The petition
was signed by Charles O. Murphy, president.


BAVARIA YACHTS: Seeks to Hire McBryan as Legal Counsel
------------------------------------------------------
Bavaria Yachts USA, LLLP seeks approval from the U.S. Bankruptcy
Court for the Northern District of Georgia to hire legal counsel in
connection with its Chapter 11 case.

The Debtor proposes to hire McBryan LLC to give legal advice
regarding its duties under the Bankruptcy Code, assist in the
preparation of a bankruptcy plan, conduct examination, and provide
other legal services.

The firm's attorneys and legal assistants will be paid $400 per
hour and $120 per hour, respectively.

Louis McBryan, Esq., disclosed in a court filing that the firm does
not represent any interest adverse to the Debtor or its bankruptcy
estate.

The firm can be reached through:

     Louis G. McBryan, Esq.
     McBryan LLC
     1380 West Paces Ferry Rd., Suite 1150
     Atlanta, GA 30327
     Tel: 678-733-9322
     Fax: 678-498-2709
     Email: lmcbryan@mcbryanlaw.com

                   About Bavaria Yachts USA

Bavaria Yachts USA, LLLP sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N. D. Ga. Case No. 16-68583) on October 18,
2016.  The petition was signed by Kenneth Feld, manager of Oddbody
LLC, Debtor's general partner.  

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


BENJAMIN AND BENT: Wants to Use Up to $62,738 in Cash Collateral
----------------------------------------------------------------
Benjamin and Bent Enterprises, LLC seeks authority from the U.S.
Bankruptcy Court for the District of South Carolina to use cash
collateral.   

The Debtor wants to use cash collateral to pay obligations for work
performed during the week pre-petition, to wage claimants and
sub-contractors.  The Debtor is duly obligated for pre-petition
wages, applicable payroll taxes and subcontractor draws totaling
$62,738.

The Debtor believes that Branch Banking and Trust Company may hold
a claim secured by a blanket lien on the Debtor's assets,
including, inventory and accounts receivable.  The Debtor's
obligation to Branch Banking and Trust totals approximately
$375,000 plus interest.  

The Debtor is also indebted to the South Carolina Deptartment of
Revenue for a trust fund tax liability in the amount of
approximately $200,000, as of Petition Date.

The Debtor tells the Court that Branch Banking & Trust has adequate
protection against the diminution in value of its pre-petition
collateral because the use of cash collateral in the ordinary
course of business, in and of itself, provides adequate protection
in that it preserves the going concern value of the Debtor's
business and, as a result, the value of the pre-petition
collateral.


A full-text copy of the Debtor's Motion, dated October 30, 2016, is
available at https://is.gd/3TlmMF


                About Benjamin and Bent Enterprises, LLC.

Benjamin and Bent Enterprises, LLC dba Rick Bent Flooring filed a
Chapter 11 petition (Bankr. D.S.C. Case No. 16-05349), on October
25, 2016.  The petition was signed by Louis Benjamin, president.
The case is assigned to Judge John E. Waites.  The Debtor's counsel
is Philip L. Fairbanks, Esq., Philip L. Fairbanks, Esq., P.C.  At
the time of filing, the Debtor estimated assets at $100,000 to
$500,000 and liabilities at $1 million to $10 million.

A copy of the Debtor's list of 13 unsecured creditors is available
for free at http://bankrupt.com/misc/scb16-05349.pdf


BETHEL CATHEDRAL: Court Approves Plan Outline
---------------------------------------------
The Hon. Jason D. Woodard of the U.S. Bankruptcy Court for the
Northern District of Mississippi has approved Bethel Cathedral of
Faith Word Center International's amended disclosure statement
dated Aug. 25, 2016, referring to the Debtor's plan of
reorganization.

                       About Bethel Cathedral

Bethel Cathedral of Faith Word Center International file a Chapter
11 petition (Banrk. N.D. Miss. Case No.: 15-13086) on September 2,
2015, and is represented by Robert Gambrell, Esq., in Oxford,
Mississippi.

At the time of filing, the Debtor had $1.14 million in total
assets
and $528,000 in total liabilities.

The petition was signed by Alex M Turner, chief executive officer.

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


BINDER MACHINERY: Amends Application to Hire Dilworth as Counsel
----------------------------------------------------------------
Binder Machinery Co., LLC filed with the U.S. Bankruptcy for the
District of New Jersey an amended application to employ Dilworth
Paxson LLP as legal counsel.

Anne Aaronson, Esq., a partner at Dilworth, disclosed that prior to
Binder Machinery's bankruptcy filing, her firm wrote off fees
invoices to the company for pre-bankruptcy services in the total
amount of $12,106.  

Dilworth also wrote off fees totaling $10,058 that have not yet
been billed to the company.  As a result of these fees being
written off and waived, Binder Machinery owed the firm no amount on
account of pre-bankruptcy services, the lawyer disclosed in a court
filing.  

Ms. Aaronson also disclosed that her firm has not agreed to a
variation of its standard or customary billing arrangements.

Binder Machinery tapped the firm to provide legal services, which
include advising the company and its affiliates regarding their
duties under the Bankruptcy Code, and assisting them in the
preparation of a Chapter 11 reorganization plan.

The current standard hourly rate of Ms. Aaronson is $505; Lawrence
McMichael, $895; Catherine Pappas, $375; and Miriam Dolan, $170.

                      About Binder Machinery

Headquartered in South Plainfield, New Jersey, Binder Machinery Co,
LLC, is a seller of heavy construction machinery including
aggregate equipment, paving machines, cranes, telehandlers and
purpose-built material handlers.  Komatsu, Wirtgen, Hamm, Vogele,
Sennebogen, SANY, Kinshofer, and Chicago Pneumatic are among the
manufacturers for whom Binder and Rocbin Investment Corp., its
subsidiary, provide distributor services.

The Company was founded in 1957 by the late Walter Binder.  It
employs 87 individuals and enjoys a customer base of approximately
4,000 construction contractors.

Binder Machinery Co, LLC, sought Chapter 11 protection (Bankr.
D.N.J. Case No. 16-28015) on Sept. 20, 2016.  Judge Kathryn C.
Ferguson is assigned to the case.

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

The Debtor tapped Anne Marie Aaronson, Esq., and Catherine G.
Pappas, Esq., at Dilworth Paxson, LLP, as counsel.

The petition was signed by Robert C. Binder, manager, chief
executive officer.



BING ENERGY: Plan Filing Deadline Moved to March 4
--------------------------------------------------
Judge Karen K. Specie the U.S. Bankruptcy Court for the Northern
District of Florida extended the time within which only Bing Energy
International, Inc. and Bing Energy International, LLC may file a
plan, and during which only the Debtors may solicit acceptances to
a plan, through and including, March 4, 2017 and May 3, 2017,
respectively.   

As previously reported by the Troubled Company Reporter, the
Debtors requested this extension of the exclusive period to provide
them with additional time to prosecute the Adversary Proceedings,
and determine whether it is possible to develop a new business plan
which will ensure the continued viability of the Debtors.  The
Debtors told the Court that they have filed two adversary
proceedings on the Petition Date, "Bing Energy International, Inc.
v. James Zhai, Adv. Pro. 16-04011," and "Bing Energy International,
Inc. v. Jian-Peng Zheng, Case No 16-40323," which are currently
pending before the Court. The Debtors further tell the Court that a
favorable resolution of the Adversary Proceedings could provide
them with additional capital necessary to ensure the Debtors'
continued success.

                        About Bing Energy International

Bing Energy International, LLC and Bing Energy International, Inc.
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
N. D. Fla. Lead Case No. 16-40323) on July 7, 2016.  The petition
was signed by Dean R. Minardi, chief executive officer.

The case is assigned to Judge Karen K. Specie.

At the time of the filing, Bing Energy International, LLC estimated
its assets at $1 million to $10 million and debts at $500,000 to $1
million.  Bing Energy International, Inc. estimated its assets at
$1 million to $10 million and debts at $100,000 to $500,000.

The Office of the U.S. Trustee on August 10 appointed five
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases of Bing Energy International, LLC, and Bing
Energy International, Inc.  The committee members are: (1) Energy
Florida, Inc.; (2) J&J Materials, Inc.; (3) Richard Hennek; (4)
Florida State University Research Foundation; and (5) VPJP, LLC.


BLUE BEE: Seeks to Hire Levene Neale as Legal Counsel
-----------------------------------------------------
Blue Bee, Inc. seeks approval from the U.S. Bankruptcy Court for
the Central District of California to hire legal counsel in
connection with its Chapter 11 case.

The Debtor proposes to hire Levene, Neale, Bender, Yoo & Brill LLP
to give legal advice regarding its duties under the Bankruptcy
Code, seek approval to get financing, assist in the preparation of
a bankruptcy plan, and provide other legal services.

The hourly rates of the firm's attorneys range from $335 to $595.
Meanwhile, paraprofessionals are paid $250 per hour.

Levene Neale does not hold or represent any interest adverse to the
Debtor or its bankruptcy estate and that the firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Timothy J. Yoo, Esq.
     Juliet Y. Oh, Esq.
     Levene, Neale, Bender, Yoo & Brill LLP
     10250 Constellation Boulevard, Suite 1700
     Los Angeles, CA 90067
     Tel: (310) 229-1234
     Fax: (310) 229-1244
     Email: tjy@lnbyb.com
     Email: jyo@lnbyb.com

                       About Blue Bee Inc.

Blue Bee, Inc., d/b/a ANGL, filed a chapter 11 petition (Bankr.
C.D. Cal. Case No. 16-23836) on Oct. 19, 2016.  The petition was
signed by Jeff Sungkak Kim, president.  The Debtor is represented
by Juliet Y. Oh, Esq., at Levene, Neale, Bender, Yoo & Brill LLP.
The case is assigned to Judge Sandra R. Klein.  The Debtor
estimated assets and liabilities at $1 million to $10 million.

The Debtor is a retailer doing business under the "ANGL" brand
offering stylish and contemporary women's clothing at reasonable
prices to its fashion-savvy customers.  The Debtor currently owns
and operates 21 retail stores located primarily in shopping malls
throughout the state of California.  Since the opening of its first
retail store in 1992 along Melrose Avenue in Los Angeles,
California, the Debtor has focused on bringing designer fashion to
a wider audience.


BOATYARD RENTALS: Case Summary & 3 Unsecured Creditors
------------------------------------------------------
Debtor: Boatyard Rentals, LLC
        264 Buck's View Lane and Gull Cove Lane
        Deltaville, VA 23043

Case No.: 16-35389

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: November 2, 2016

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

Judge: Hon. Keith L. Phillips

Debtor's Counsel: Paula S. Beran, Esq.
                  TAVENNER & BERAN, PLC
                  20 North Eighth Street, Second Floor
                  Richmond, VA 23219
                  Tel: 804-783-8300
                  Fax: 804-783-0178
                  E-mail: pberan@tb-lawfirm.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Keith Ruse, manager.

A copy of the Debtor's list of three unsecured creditors is
available for free at http://bankrupt.com/misc/vaeb16-35389.pdf


BON-TON STORES: Fulton's Phil Rohrbaugh Named to Board
------------------------------------------------------
The Bon-Ton Stores, Inc. announced its Board of Directors has
unanimously elected Philmer H. Rohrbaugh to its Board, effective
Nov. 1, 2016.

Mr. Rohrbaugh, age 64, has been the senior executive vice president
and chief operating officer of Fulton Financial Corporation since
June 2016, having served as the senior executive vice president and
chief risk officer from November 2012 to June 2016.  He was a
managing partner of KPMG, LLP's Chicago office from 2009 to 2012,
Vice Chairman Industries and part of the U.S. Management Committee
of KPMG from 2006 to 2009 and joined KPMG in 2002.  He has more
than 35 years of experience in various management positions.

Mr. Rohrbaugh has been a member of the board of director of Burnham
Holdings, Inc., a publicly traded holding company with operating
subsidiaries in the HVAC industry, since October 2012.

"We're delighted to welcome Phil and look forward to his guidance
and counsel.  Phil will add to our board's expertise and working
knowledge on matters related to finance and risk management," said
Tim Grumbacher, Chairman of the Board of Directors and Strategic
Initiatives Officer.

The election of Mr. Rohrbaugh increases the size of The Bon-Ton
Stores, Inc.'s board to 10 members.

                      About Bon-Ton Stores

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

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

As of July 30, 2016, Bon-Ton Stores had $1.48 billion in total
assets, $1.52 billion in total liabilities and a $38.5 million
total shareholders' deficit.

                           *     *     *

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

As reported by the TCR on Aug. 22, 2016, S&P Global Ratings raised
its corporate credit rating on the York, Pa.-based The Bon-Ton
Stores Inc. to 'CCC+' from 'CCC'.  The outlook remains negative.  
"The upgrade reflects our view of Bon-Ton's somewhat improved
liquidity after refinancing its A-1 ABL term loan tranche with an
extended maturity to March 2021 and enhanced liquidity from the
additional $50 million in borrowing capacity to address upcoming
debt maturity in 2017.


BROUGHER INC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Brougher, Inc.
          dba Forge USA
        8881 Hempstead Rd
        Houston, TX 77008

Case No.: 16-35575

Chapter 11 Petition Date: November 2, 2016

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

Judge: Hon. Jeff Bohm

Debtor's Counsel: Julie Mitchell Koenig, Esq.
                  COOPER & SCULLY, P.C.
                  815 Walker, Suite 1040
                  Houston, TX 77002
                  Tel: 713-236-6800
                  Fax: 713-236-6880
                  E-mail: julie.koenig@cooperscully.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Wade Brougher, president.

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

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

         http://bankrupt.com/misc/txsb16-35575.pdf


BRUCE PITT: Hearing on Plan Disclosures Approval Set For Dec. 12
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland has
scheduled for Dec. 12, 2016, at 10:30 a.m. the hearing to consider
the adequacy of Bruce L. Pitt's disclosure statement referring to
the Debtor's plan of reorganization dated Sept. 30, 2016.

Objections to the Disclosure Statement must be filed by Nov. 28,
2016.

As reported by the Troubled Company Reporter on Oct. 7, 2016, the
Debtor filed with the Court a Disclosure Statement and Plan of
Reorganization, which proposes to pay allowed unsecured claims on a
pro rata basis in the ordinary course of the Debtor's financial
affairs over a period not to exceed five years.

Bruce L. Pitt sought bankruptcy protection (Bankr. D. Md. Case No.
16-00314) on Jan. 20, 2016.


BUILD NYC: Fitch Affirms 'BB' Rating on Revenue Bonds
-----------------------------------------------------
Fitch Ratings has affirmed its 'BB' rating on $68 million of
revenue bonds, series 2014, issued by Build NYC Resource
Corporation on behalf of the Metropolitan College of New York
(MCNY).

The Rating Outlook is Stable.

SECURITY

The bonds are a general obligations of the college and secured by a
mortgage on the 40 Rector Street property (now '60 West') and a
pledge of unrestricted revenues.

KEY RATING DRIVERS

LIMITED OPERATING FLEXIBILITY: The 'BB' rating reflects MCNY's
historical track-record of positive but slimming GAAP-based
operations and a limited financial cushion. Other factors
constraining the rating include MCNY's small and declining
enrollment, narrow market position and local competition, a high
debt burden, and significant student revenue dependence.

TUITION-DEPENDENT COLLEGE: MCNY is highly dependent on
student-derived revenue making enrollment management and expense
controls critical to generating balanced operations and positive
debt service coverage. The effect of enrollment losses is magnified
due to the institution's small enrollment size.

ADEQUATE BALANCE SHEET: MCNY has slim but adequate balance sheet
resources for the rating category. Available funds at Dec. 31, 2015
were approximately $21 million, equal to a solid 77% of operating
expenses but a slimmer 24% of debt.

WEAKENING OPERATING MARGINS: MCNY has a history of generating
balanced to positive GAAP-based operating margins since at least
2011, though the percentage has declined in recent years. Slight
GAAP deficits are expected for the first few years that MCNY books
depreciation on the two new facilities.

HIGH DEBT BURDEN The college's high annual debt burden remains a
negative credit factor, at approximately 14% in fiscal 2015.
Partially mitigating this concern though is the lack of additional
debt plans.

RATING SENSITIVITIES

PERSISTENT ENROLLMENT DECLINES: Enrollment continues to decline at
Metropolitan College of New York, negatively affecting financial
operations due to the tuition dependent nature of the organization.
Further enrollment declines leading to deficit operations could
lead to downward rating pressures.

GROWTH OF FINANCIAL RESOURCES: A gradual increase in balance sheet
resources over time is expected to build operating cushion. A
decline in resources that would pressure the college's ability to
support its obligations would negatively affect the rating.

FEDERAL PROGRAM DEPENDENCY: MCNY's students are highly dependent on
federal grants and loans to pay tuition, and changes in program
rules have greater effect on the college than on many other
institutions.

CREDIT PROFILE

Founded in 1964, MCNY is a private, not-for-profit institution
offering certificate programs and associate and bachelor's degrees,
as well as master's degrees in education, management, public
affairs and administration. The college is accredited by the Middle
States Association of Colleges and Schools. Total FTE enrollment in
fall 2016 was 988, reflecting a significant 13% decline over the
prior fall. The decline has been attributed to fewer students in
the business program, both graduate and undergraduate.

Students are largely adult, non-traditional commuter students.
Given this student population, courses are structured to be
accessible to working adults (day, evening, weekend) and include
distance-learning components. The college operates three full
semesters each academic year, using a cohort model; however, the
majority of students enter in the fall semester.

In August 2016, MCNY relocated its primary campus to recently
acquired space in a building in lower Manhattan near One World
Trade Center and the Fulton Center transportation hub. Previously,
the college had leased space in another downtown location.
Additionally, the college relocated its Bronx extension program to
a newly acquired building in close proximity to the prior Bronx
location. According to management, both of these facilities opened
on schedule and are now in full operation.

Declining Enrollment

Enrollment has declined for three consecutive fall semesters, which
is a significant credit concern. The fall 2016 semester headcount
was 1,064, down from 1,195 over the prior year and even lower than
the 1,277 level reached in fall 2012. Enrollment can be cyclical
with the economy given its student base of older, working adults.
Management has continued to produce positive operations even with
the declines, though the margins have slimmed.

MCNY recently hired an advertising agency and is also focusing on
the college's purpose centered learning. Management expects these
efforts, along with some programmatic changes including two new
programs (one bachelor and one masters), and the attention
generated from the new facilities in Manhattan and the Bronx, to
help attract additional students. Fitch will monitor enrollment
trends.

Adequate Financial Cushion

MCNY's cash and investments have fluctuated the past few years, as
some internal funds have been used toward financing the two new
facilities. Available funds (AF; defined as cash and investments
less restricted net assets) at fiscal year end (FYE) 2015 were
approximately $20.8 million, which produced mixed ratios. For the
rating category, AF to operating expenses was a fairly healthy 77%;
while the AF to debt ratio (excluding a $5.585 million loan) was
lower at 24%, and declines further to 22% with the inclusion of the
loan.

The college has a $5.585 million loan due in 2020, and related to
the new Bronx facility financing. While MCNY has sufficient
unrestricted resources to repay this obligation, no specific plans
are yet in place as to how this obligation will be repaid or
refinanced. If management is unable to bolster the current
financial cushion and reserves are diluted to repay this
obligation, there may be negative ratings implications.

Positive But Declining Margins

MCNY generated solid operating surpluses in 2011 through 2013;
however, fiscal 2014 was essentially balanced and a 2.5% margin was
generated in fiscal 2015. The compression in the margin since
2011/2012 is attributable to lower enrollment in recent years, in
conjunction with fairly limited tuition increases, in the 1%-2%
range.

There is some uncertainty as to how fiscal 2016 (Dec. 31) will end.
Tuition and fee income and operating expenses are expected to come
in close to budget, but with the new facilities coming on line in
fiscal 2016, there are some one-offs associated with the transition
- including the write off of depreciation of leasehold improvements
of approximately $1.6 million relating to the old facility, and
writing off deferred rent of $2.6 million. Favorably, debt service
was budgeted higher than actual.

It is expected that for the next few years, as management builds in
depreciation into the budget, operations on a GAAP basis will be
pressured.

Positive Debt Service Coverage; But Highly Leveraged

MCNY's purchase of the Manhattan site provided the institution with
better cost controls; previously the college was experiencing
escalating lease payments. The acquisition of '60 West' allowed the
college to replace facility lease payments with debt service
payments on the 2014 bonds. The generation of sufficient revenues
to produce solid debt service coverage is essential for the rating,
especially given the level of AF.

Annual debt service coverage was 1.3X in fiscal 2015; maximum
annual debt service (MADS) coverage, which includes the $5.585
million note due in 2020, was a weaker 0.5X. Fitch views leverage
as very high, with the debt burden reaching approximately 36% with
the inclusion of the note, and still high at 14% excluding the note
maturity.




CARL MERKLE: Pilgrim Reo Opposes Plan Outline Approval
------------------------------------------------------
Pilgrim Reo, LLC, objects to the Disclosure Statement filed by Carl
N. Merkle, arguing that the plan outline fails to contain adequate
information about the anticipated future income related to the
Debtor's budget.

Pilgrim Reo holds the first lien on the Debtor's 28-unit apartment
complex in the Northeast Side of San Antonio, Texas, with an
approximate balance of $900,000.

In particular, Pilgrim Reo asserts that these deficiencies in the
plan outline should be addressed:

  * The potential rental income seems to be overstated.  The
    projections are not realistic.

  * The projections in the budget rely on the Debtor and his
    spouse both obtaining new employment; but no information is
    given about those jobs.  Moreover, the numbers appear to be
    gross income without any provision for Federal income tax and
    other withholding.

  * The manner in which the budget in Exhibit B is presented is   

    basically illegible.

Furthermore, Pilgrim Reo asserts that the treatment of its claim
described in the Disclosure Statement is inadequate and neither
option offered to Pilgrim provides the basis for a confirmable
Plan.  Pilgrim maintains that the rate of interested suggested by
the Plan (6%) for its claim is grossly inadequate.  Pilgrim is
looking at an interest rate of not less than 10% and a maturity of
a very short time period, say 18 to 24 months.

As previously reported by The Troubled Company Reporter, the Debtor
relates that the Plan is feasible as a result of the income to be
generated from rent and from the Debtor's personal CPA income.  The
Debtor has provided a proforma, which demonstrates the Plan's
feasibility.  In additional to the funds on the proforma, the
Debtor's wife has regularly been able to save $1500 to $2,000 per
month of her income that can be used in the event the Debtor faces
a shortfall.  The Plan further provides that
Class 3 unsecured creditors will receive 100% of the creditor's
allowed claim in 20 quarterly payments starting the first day of
the first quarter occurring 30 days after the Effective Date.  The
Class 3 claims are deemed to be impaired under the Plan and will
vote on the Plan.  The Disclosure Statement is available at:

           http://bankrupt.com/misc/txwb16-50026-51.pdf

Pilgrim Reo LLC is represented by:

          David S. Gragg, Esq.
          Langley & Banack, Incorporated
          Trinity Plaza II, Suite 900
          745 East Mulberry
          San Antonio, TX 78212-3166
          Tel No: (210) 736-6600
          Fax No: (210) 735-6889
          E-mail: dgragg@langleybanack.com

                    About Carl Merkle

Carl N. Merkle is a licensed CPA who presently works in the
Non-profit affordable housing industry as an assistant controller.

In addition to his accounting work, Debtor owns and operates
Northeast Village Apartments, which is the driving force behind
his Chapter 11 case.  The Debtor's only residence is the Northeast
Village Apartments and he has resided there since April 2012.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. W.D.
Tex. Case No. 16-50026) on Jan. 4, 2016.  Ronald J. Smeberg, Esq.,
of The Smeberg Law Firm, PLLC, represents the Debtor.


CARRIZO OIL: S&P Affirms 'B+' CCR & Revises Outlook to Stable
-------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' corporate credit rating on
Houston-based oil and gas exploration and production (E&P) company
Carrizo Oil & Gas Inc. and revised the rating outlook to stable
from negative.

S&P also affirmed its 'B+' issue-level rating on the company's
senior unsecured debt.  S&P's recovery rating on this debt remains
'4', indicating its expectation of average (30% to 50%; lower end
of range) recovery in the event of a payment default.

"The revised outlook reflects our view that Carrizo's credit
measures will remain adequate for our expectations for a 'B+'
rating through 2017," said S&P Global Ratings analyst Christine
Besset.  "While we expect capital spending next year will remain
relatively stable in the $350 million to $400 million range, we
have increased our production growth forecasts for 2017 to reflect
improved operating efficiency, and have lowered our cost
assumptions," she added.

The stable outlook reflects S&P's expectation that Carrizo will be
able to maintain FFO in the 15%-20% range over the next couple
years despite S&P's weak outlook for commodity prices.  S&P's
forecast scenario assumes that Carrizo will increase oil production
by 15% with capital spending in the $350 million-$400 million
range.

S&P could lower the ratings if it expected FFO/debt to fall below
12% for a prolonged period.  This would most likely be due to a
further weakening in commodity prices, lower-than-expected
production or higher-than-expected capital spending.

S&P could consider an upgrade if Carrizo increased the scale and
size of its reserves, in particular its proved developed reserves,
while maintaining FFO/debt above 20% on a sustained basis.



CHOICE HEALTH: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Choice Health Care, Inc., as of
October 31, according to a court docket.

Choice Health Care, Inc., d/b/a Rapha Vacular Specialists d/b/a
Premier Vein Institute d/b/a Vascular & Interventional Pavilion
a/k/a VIP d/b/a Premier Vein and Vacular Pavillion, filed a chapter
11 petition (Bankr. M.D. Fla. Case No. 16-08452) on Sept. 29, 2016.
The petition was signed by Stephen J. Steller, president.  

The Debtor is represented by Herbert R. Donica, Esq., at Donica Law
Firm PA.  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 operates a medical practice specializing in the
treatment of vein diseases, vascular surgery and related treatments
with its principal places of business located in Hillsborough and
Polk Counties, Florida.


COBALT INTERNATIONAL: Reports Third Quarter 2016 Results
--------------------------------------------------------
Cobalt International Energy, Inc., announced a net loss from
continuing operations of $213.7 million, or $0.52 per basic and
diluted share for the third quarter of 2016, compared to a net loss
from continuing operations of $49.7 million, or $0.12 per basic and
diluted share, for the third quarter of 2015.  The increase in loss
is mainly attributable to the Rowan contract amendment of $95.9
million and the additional write off associated with the Goodfellow
exploration well of $42.0 million, which together resulted in a
$0.34 per share loss during the quarter.    

Cobalt updated its full year guidance for capital expenditures for
continuing operations in the U.S. Gulf of Mexico to be between
$525-575 million in 2016, of which approximately $380 million has
been spent as of September 30, 2016.  These amounts exclude general
and administrative and interest expenses.  Total cash uses for 2016
for continuing operations in the U.S. Gulf of Mexico are currently
expected to be between $725-775 million.  The increase in the total
cash outlay range is attributable to the early termination of the
Rowan rig contract.  In addition, Cobalt expects to spend
approximately $130-140 million on a net basis for operations on
Angola Blocks 20 and 21, of which approximately $130 million has
been spent as of Sept. 30, 2016.  Cash, cash equivalents,
investments, and restricted cash at the end of the third quarter
were approximately $683 million.  This includes $250 million of
Angolan sale proceeds received prior to the close of the sale, but
excludes approximately $17 million held in discontinued
operations.

Operational Update

In the deepwater Gulf of Mexico, appraisal operations continue at
North Platte, where Cobalt is drilling the North Platte #4
appraisal well with the Rowan Reliance drillship.  This appraisal
well, which commenced drilling in September 2016, has a projected
total measured depth of 34,303 feet and is designed to further
delineate the North Platte Inboard Lower Tertiary reservoir.
Results from the North Platte #4 appraisal well are expected in
early 2017.  Once operations are completed at North Platte, Cobalt
will release the Rowan Reliance drillship pursuant to the amendment
to the drilling contract that provides for the drilling contract's
early termination, which Cobalt announced on Sept. 15, 2016.
Cobalt, as operator, owns a 60% working interest in North Platte,
and TOTAL E&P USA, Inc. owns the remaining 40% working interest.

In addition, drilling operations commenced on the Anchor #4
appraisal well in September 2016. Anchor #4 has a projected total
measured depth of 34,108 feet.  Results from this well are expected
in early 2017.  Cobalt owns a 20% non-operated working interest in
the Anchor discovery unit.  In addition, Cobalt owns 100% working
interest in two leases on the south flank of Anchor, but outside of
the Anchor unit, and Cobalt believes that an accumulation of
hydrocarbons associated with the Anchor reservoir extends onto
these leases.  Cobalt continues to evaluate these leases to
determine if a well should be drilled to test the commercial
feasibility of such estimated accumulation.  Cobalt expects to make
a decision in early 2017 regarding drilling on these leases.

At Shenandoah, Cobalt anticipates drilling to commence on the
Shenandoah #6 appraisal well in late 2016 or early 2017.  This well
is expected to establish the oil water contact on the eastern flank
of the field and quantify the full resource potential. Cobalt owns
a 20% non-operated working interest in Shenandoah.

Operations also continue at the Heidelberg field, where, as
previously announced, three wells were brought on production
earlier this year.  The first of two additional development wells
was recently drilled and completed and is on production. The second
development well is currently being sidetracked after the well
encountered wet sands that defined the northern extent of the
field.  This well is expected to be completed and brought on line
early next year, resulting in a total of five producing wells in
the field.  Cobalt owns a 9.375% non-operated working interest in
Heidelberg.

With regard to Angola, Cobalt opened a data room and has been
actively marketing Cobalt's 40% working interest in Angola Blocks
20 and 21. The company is pleased with the level of industry
interest in these liquid rich assets.

Conference Call

A conference call for investors was held on Nov. 1, 2016, to
discuss Cobalt's third quarter 2016 results.  Hosting the call were
Timothy J. Cutt, chief executive officer, and David D. Powell,
chief financial officer.

                          About Cobalt

Cobalt International Energy, Inc. is an independent exploration and
production company with operations currently focused in the
deepwater U.S. Gulf of Mexico.  In January 2016, the Company
achieved initial production of oil and gas from the Heidelberg
field.  The Company's exploration efforts in the U.S. Gulf of
Mexico have resulted in four oil and gas discoveries including the
North Platte, Shenandoah, Anchor, and Heidelberg fields, each of
which are in various stages of appraisal and development.  The
Company also has a non-operated interest in the Diaba Block
offshore Gabon.

As of June 30, 2016, Cobalt had $3.84 billion in total assets,
$2.64 billion in total liabilities and $1.19 billion in total
stockholders' equity.

The Company reported a net loss of $694.42 million in 2015, a net
loss of $510.76 million in 2014 and a net loss of $589.02 million
in 2013.

                           *   *   *

As reported by the TCR on Sept. 23, 2016, S&P Global Ratings
lowered its unsolicited corporate credit rating on Cobalt
International Energy Inc. to 'CCC-' from 'CCC+'.  The downgrade
follows CIE's announcement that it has retained Goldman, Sachs &
Co. and Lazard Ltd. as financial advisors and Davis Polk & Wardwell
LLP and Kirkland & Ellis LLP as legal advisors.


CONSOL ENERGY: Moody's Affirms B3 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service changed the outlook on the ratings of
CONSOL Energy Inc. to positive from negative. The company's
ratings, including corporate family rating (CFR) of B2, probability
of default rating (PDR) of B2-PD, senior unsecured ratings of Caa1
and Speculative Grade Liquidity rating of SGL-3 were affirmed.

RATINGS RATIONALE

The outlook change reflects the recent improvement in natural gas
and coal prices, and our expectation that the company will continue
to execute on its strategy of divesting its non-core assets and
repay debt.

The outlook change was also precipitated by the company's October
31, 2016 announcement that CONSOL and Noble Energy, Inc. (Baa3,
negative) entered into a definitive agreement to separate their
Marcellus Shale 50-50 Joint Venture formed in 2011 to develop and
operate properties in Pennsylvania and West Virginia. Moody's said,
"We view the arrangement as credit positive for CONSOL as it will
allow the company to receive an an additional 85 million cubic feet
per day of flowing production in addition to approximately $205
million in exchange for the elimination of the remaining
outstanding carry cost obligation due from Noble, and will give
CONSOL full control and flexibility with respect to the development
activities on the properties it operates."

CONSOL's B2 corporate family rating continues to reflect CONSOL's
efficient, high quality coal assets in the Northern Appalachian
coal basin, sizable and growing presence in the gas business, large
reserves of coal and natural gas, and the stability provided by its
long-term thermal coal agreements and natural gas hedging program.

The speculative grade liquidity of SGL-3 reflects our expectation
that CONSOL will have adequate liquidity, which at September 30,
2016 included $80 million in cash and roughly $1,322 million
available under the company's $2 billion revolver expiring in June
2019, and roughly $192 million available under the $400 million
revolver at CNX Coal Resources. Moody's said, "We expect the
company to be in compliance with the financial covenants under its
credit facility over the next twelve months." The company has a
substantial unencumbered asset base that is available for sale, as
an alternative source of liquidity. CONSOL has no significant
near-term maturities of its long-term debt.

A rating upgrade would be considered if Debt/ EBITDA, as adjusted,
was expected to be sustained below 4x.

A downgrade would be considered if liquidity were to deteriorate
further, industry dynamics were to worsen, or if Debt/ EBITDA, as
adjusted, were to increase above 5.5x.

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

CONSOL Energy Inc. (CONSOL) is a major diversified fuel producer in
the Eastern US, engaged in production of natural gas and coal. In
2015 the company generated approximately $3.1 billion in revenues.



CONSTELLATION BRANDS: S&P Assigns 'B' CCR; Outlook Stable
---------------------------------------------------------
S&P Global Ratings said it assigned its 'B' long-term corporate
credit rating to Mississauga, Ont.-based Constellation Brands
Canada Inc. (CBC).  The outlook is stable.

At the same time, S&P Global Ratings assigned its 'BB-' issue-level
rating (two notches above the corporate credit rating) and '1'
recovery rating to the company's proposed first-lien senior secured
facility consisting of a C$40 million revolver, a
US$260 million term loan B, and a C$66 million term loan B.  The
'1' recovery reflects our expectation of very high (90%-100%)
recovery in the event of default.  The borrowers on the debt are
CBC and 9941762 Canada Inc.

"The ratings on CBC reflect the company's attractive market
position in the fragmented and competitive Canadian wine industry,
small scale, and narrow diversity compared with global alcohol
producers, along with CBC's high debt leverage," said S&P Global
Ratings credit analyst Nayeem Islam.

S&P's assessment of CBC's business risk profile as weak reflects
the company's narrow geographic and product diversity compared with
global producers, partially offset by CBC's leading position in the
competitive, but growing Canadian wine market.  The company
operates in a highly regulated market, with about 72% of total
retail sales in Canada sold through government liquor stores.
Industry regulations provide wine producers such as CBC with some
cash flow stability from price floors and uniform pricing, along
with modest barriers to entry.

CBC has the leading market position in the Canadian wine market
with seven of the top 20 brands, including Jackson-Triggs and
Inniskillin.  The wine industry in Canada is relatively fragmented,
with CBC and the next leading competitor having volume shares of
roughly 15% and 12%, respectively, and no other player holding
higher than 5% of total volume sold, as per S&P Global Ratings'
estimates.  Along with selling to government liquor retail stores
(approximately 80% of sales), the company also sells its products
through its own retail channel of 163 Wine Rack locations in
Ontario.  The Wine Rack locations provide broader distribution of
CBC's products compared with that of its peers, and greater reach
in Ontario.  However, S&P expects the regulatory landscape in
Ontario to change with the creation of 150 new wine licenses to be
issued to grocers.  Although not a near-term risk to CBC given its
existing retail presence within grocery stores, S&P believes
shifting regulation and the potential privatization of liquor sales
could pose a threat to the company's business risk profile.

Other limiting factors include CBC's relatively small scale
compared with global peers, and the company's narrow concentration
in the Canadian wine market, which represents a small portion of
the overall alcohol industry.

The stable outlook on CBC reflects S&P's view that the company will
sustain its market position through low-to-mid single-digit organic
revenue growth, and maintain debt-to-EBITDA of about 6.0x and
EBITDA interest coverage at about 2.5x-3.0x over the next year.

S&P could lower the rating if EBITDA interest coverage drops below
1.5x, which would coincide with leverage above 8.0x.  S&P believes
this would be precipitated by weak operating earnings stemming from
operational missteps or increased competition, along with negative
free cash flow generation.

S&P is unlikely to raise the ratings in the next year, given its
expectation of leverage above 5.5x.  However, S&P could consider an
upgrade if the company demonstrated a financial policy of
sustaining leverage below 5x.



CONSTELLATION ENTERPRISES: Taps Benesch as Special Counsel
----------------------------------------------------------
Constellation Enterprises LLC seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Benesch,
Friedlander, Coplan & Aronoff LLP as special counsel.

The firm will represent Constellation and its two affiliates in a
lawsuit filed against them by a certain Trevor Miller for alleged
violations of the WARN Act.

The hourly rates of the attorneys designated to represent the
Debtors are:

     Jeremy Gilman         $625
     Joseph Gross          $455
     Mark Phillips         $620
     William Schonberg     $670
     Kevin Capuzzi         $325
     Rina Russo            $295

Meanwhile, the billing rate of the firm's paralegal is $285 per
hour.

Benesch does not hold or represent any interest adverse to the
Debtors' bankruptcy estates, and is a "disinterested person" as
defined in section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Joseph N. Gross, Esq.
     Benesch, Friedlander, Coplan & Aronoff LLP
     200 Public Square, Suite 2300
     Cleveland, OH 44114-2378
     Tel: 216-363-4163
     Fax: 216-363-4588
     Email: jgross@beneschlaw.com

            About Constellation Enterprises, LLC

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

Constellation Enterprises LLC and its affiliates filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Lead Case No. 16-11213) on
May 16, 2016.

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

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

Adam C. Rogoff, Esq., and Joseph A. Shifer, Esq., at Kramer Levin
Naftalis & Frankel LLP serve as the Debtors' bankruptcy counsel.
Daniel J. DeFranceschi, Esq., Zachary I. Shapiro, Esq., Rachel L.
Biblo, Esq., and Joseph C. Barsalona II, Esq., at Richards, Layton
& Finger, P.A., serve as the Debtors' co-counsel.

Imperial Capital, LLC, is the Debtors' financial advisor. Conway
Mackenzie Management Services LLC is the Debtors' crisis management
& restructuring services provider.  Epiq Bankruptcy Solutions, LLC,
is the Debtors' claims and noticing agent.


CONTROL SYSTEMS: Disclosures OK'd; Plan Hearing on Nov. 17
----------------------------------------------------------
The Hon. Joan A. Lloyd of the U.S. Bankruptcy Court for the Western
District of Kentucky has approved Control Systems Design and
Automation, Inc.'s disclosure statement for the Debtor's plan of
reorganization.

A hearing to consider the confirmation of the Plan is scheduled for
Nov. 17, 2016, at 10:00 a.m. (Central Time).  Objections to the
confirmation must be filed by Nov. 10, 2016.

As reported by the Troubled Company Reporter on Oct. 10, 2016, the
Debtor filed with the Court an amended disclosure statement for the
Debtor's plan of reorganization dated Oct. 3, 2016, which proposes
that Class 3(a) - Independence Bank in the amount of $275,915.30,
which maintains a first lien on the Debtor's account receivables,
inventory, equipment and business assets, will be paid in full in
36 equal monthly installment payments with interest at the rate of
4-1/2% per annum.  

                    About Control Systems Design

Control Systems Design and Automation, Inc., provides electrical
and mechanical engineering services to factories.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W. D. Ky. Case No. 16-10373) on April 20, 2016.  The
petition was signed by Robert Scheidegger, authorized
representative.  

The case is assigned to Judge Joan A. Lloyd.

At the time of the filing, the Debtor disclosed $518,289 in assets
and $2.24 million in liabilities.

Mark H. Flener, Esq., at the Law Office of Mark H. Flener serves as
the Debtor's bankruptcy counsel.


COSI INC: Can Continue Using Cash Collateral Until Nov. 10
----------------------------------------------------------
Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts authorized Cosi, Inc. and its affiliated
Debtors to continue using cash collateral on the same terms and
conditions as previously ordered by the Court, until the continued
hearing on the Debtor's Cash Collateral Motion scheduled on Nov.
10, 2016 at 10:00. a.m.

A full-text copy of the Interim Order, dated Oct. 31, 2016, is
available at http://bankrupt.com/misc/CosiInc2016_1613704_324.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
Debtors are represented by Joseph H. Baldiga, Esq. and Paul W.
Carey, Esq., at Mirick, O'Connell, DeMallie & Lougee, LLP.

The Debtors have retained The O'Connor Group as their financial
consultant,

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors composed of: Robert J. Dourney, Honor S. Heath of Nstar
Electric Company, and Paul Filtzer of SRI EIGHT 399 Boylston.  The
Official Committee is represented by Lee Harrington, Esq., at Nixon
Peabody LLP.



CRYSTAL ENTERPRISES: Can Use Cash Collateral on Final Basis
-----------------------------------------------------------
Judge Wendelin I. Lipp of the U.S. Bankruptcy Court for the
District of Maryland authorized Crystal Enterprises, Inc., to use
cash collateral on a final basis.

The Debtor may only access cash collateral only in accordance with
the consent order signed by the secured creditors, and in
accordance with the approved Budget.

Associated Receivables Funding, Inc., Strategic Funding Source,
Inc., and US Foods consented to the Debtor's use of cash
collateral.

The approved monthly Budget provided for total expenses in the
amount of $553,883.

Judge Lipp held that the provisions in the Court's Interim Order
granting Associated Receivables Funding the ARF Replacement Liens,
directing the State of Maryland to immediately release $315,000 of
the Maryland Funds subject to a credit of a receivable of $18,417
from the Georgia National Guard, and lifting the stay to enable
Associated Resources Funding to apply all funds held by it in
reserve, will remain in full force and effect.

Pursuant to the Final Order, Strategic Funding Source is granted
valid and perfected secondary liens to the extent of the diminution
of its prepetition collateral, on all the Debtor's after-acquired
accounts receivable, and proceeds of accounts receivable.

US Foods is also granted valid and perfected liens of the same
priority, extent, and validity as its prepetition liens, on all the
Debtor's after-acquired assets and proceeds of those assets, which
would have constituted the collateral of US Foods.

The Debtor is directed to make weekly adequate protection payments
to Strategic Funding Source in the amount of $6,000, subject to
increase up to $12,000 per week, upon further Court order, if the
Debtor's cash flow increases correspondingly.

Associated Receivables Funding is granted valid and perfected first
priority liens to the extent of the diminution of Associated
Receivables Funding's prepetition collateral, on all the Debtor's
after-acquired accounts receivable, and its proceeds.

A full-text copy of the Final Order dated Oct. 31, 2016, is
available at
http://bankrupt.com/misc/CrystalEnterprises2016_1622565_94.pdf

Associated Receivables Funding, Inc., is represented by:

          Jeffrey L. Tarkenton, Esq.
          WOMBLE CARLYLE SANDRIDGE & RICE, LLP
          1200 Nineteenth Street, N.W., Suite 500
          Washington, D.C. 20036
          Email: jtarkenton@wcsr.com

Strategic Funding Source, Inc., is represented by:

          Mark D. Taylor, Esq.
          VLP LAW GROUP LLP
          1629 K Street, N.W. Suite 300
          Washington, DC 20006
          E-mail: mtaylor@vlplawgroup.com

US Foods, Inc. is represented by:

          Leslie Bayles, Esq.
          Leah Fiorenza McNeill, Esq.
          BRYAN CAVE LLC
          161 North Clark Street, Suite 4300
          Chicago, IL 60601
          E-mail: Leslie.Bayles@BryanCave.com
                  Leah.Fiorenza@BryanCave.com

                  About Crystal Enterprises

Crystal Enterprises, Inc., is in the business of operating a food
service company and is located in Glenn Dale, Maryland.

Crystal Enterprises, Inc. filed a Chapter 11 petition (Bankr. D.
Md. Case No. 16-22565), on September 19, 2016.  The petition was
signed by Sandra Thurman Custis, president.  The case is assigned
to Judge Wendelin I. Lipp.  At the time of filing, the Debtor
disclosed total assets of $114,844 and total liabilities of $3.36
million.  

The Debtor is represented by Rowena Nicole Nelson, Esq., at the Law
Office of Rowena N. Nelson, LLC.  

No trustee or examiner has been appointed in this case and no
official committees have yet been appointed.


CULLIGAN HOLDING: Moody's Assigns B3 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned Culligan Holding, Inc. a
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) of B3 and B3-PD, respectively. In addition, Moody's assigned
a B2 rating to the company's newly proposed 1st lien credit
facilities, which will consist of a $75 million 5-year revolving
credit facility and a $375 million 7-year 1st lien term loan (with
up to $100 million Euro equivalent tranche). At the same time,
Moody's assigned a Caa2 rating to the company's newly proposed $150
million 8-year 2nd lien term loan. The rating outlook is positive.

Culligan is in the process of being acquired in a sponsor to
sponsor LBO transaction where Centerbridge Partners, L.P. is
selling the business to Advent International Corporation for an
acquisition price of approximately $915 million ex-fees, OID and
expenses of approximately $20 million. The acquisition price
represents roughly an 11 times multiple to the company's LTM
September 30, 2016 PF management calculated adjusted EBITDA. The
acquisition will be funded with proceeds from the 1st and 2nd lien
term loans together with roughly $420 million of sponsor equity
(including management equity). Also, approximately $10 million of
cash will go to Culligan's balance sheet in connection with the
transaction.

According to Moody's AVP - Analyst Brian Silver, "Culligan's high
leverage and relatively small size are key constraints on the
company's ratings. However, favorable qualitative factors bode well
for Culligan's future performance, including the company's strong
brand awareness stemming from its 80 year history, solid
positioning in the global water treatment market that is
benefitting from favorable tailwinds, and relatively high degree of
recurring revenues. "We expect credit metrics to improve over the
next 12 to 18 months driven by EBITDA growth and some voluntary
debt repayment, and anticipate leverage will approach the 5.5 to
6.0 times range over this period." Moody's said.

The following ratings have been assigned at Culligan Holding, Inc.
(subject to final documentation):

   -- B3 Corporate Family Rating;

   -- B3-PD Probability of Default Rating;

   -- B2 (LGD3) to the $75 million senior secured first lien
      revolving credit facility due 2021;

   -- B2 (LGD3) to the $375 million senior secured first lien term

      loan due 2023;

   -- Caa2 (LGD5) to the $150 million senior secured second lien
      term loan due 2024;

   -- The outlook is positive.

RATINGS RATIONALE

Culligan's B3 Corporate Family Rating reflects its high leverage of
approximately 6.4 times Moody's adjusted debt-to-EBITDA for the
twelve months ended September 30, 2016 (pro forma for its pending
LBO) as well as its relatively small size and potential for
competition to pressure top-line growth. The rating also
incorporates Moody's expectation that over the next twelve to
eighteen months the company will organically grow its top-line in
the mid-single digit range while at least sustaining its healthy
margin levels, which will drive EBITDA growth and positive free
cash flow generation. Moody's said, "We expect a healthy portion of
this cash flow to be allocated toward debt repayment, and in
concert with EBITDA growth, result in the company deleveraging and
approaching the mid-to-high 5.0 times range by FYE17." The rating
is supported by the company's solid market position in the highly
fragmented global water equipment market, which is strengthened by
its strong brand recognition, the recurring nature of roughly 70%
of its revenues, and its good geographic diversification profile.
The company's liquidity is good, largely stemming from access to
external liquidity via its $75 million revolving credit facility,
and we expect reliance on the facility to be limited over the next
twelve to eighteen months.

The positive outlook reflects Moody's expectation for improvement
in credit metrics driven by moderate earnings growth in concert
with debt repayment over the next twelve to eighteen months.

The ratings could be downgraded if the company does not deleverage
as anticipated such that debt-to-EBITDA increases and is sustained
above 7.0 times. Also, if liquidity weakens and revolver borrowings
increase, the ratings could face downward pressure. Alternatively,
the ratings could be upgraded if the company is able to achieve
solid organic revenue and EBITDA growth such that debt-to-EBITDA is
sustained below 5.5 times, reflecting a longer track record of
successfully deleveraging. In addition, the company must maintain
at least a good liquidity profile for an upgrade to be considered.

The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.

Culligan Holding, Inc. ("Culligan"), headquartered in Rosemont,
Illinois, is a global manufacturer and distributor of water
treatment products and services for household, commercial and
industrial applications. Culligan is ultimately a wholly-owned
subsidiary of Al Aqua Sárl (Parent and Guarantor). The company has
a large presence in North America through its franchise business
model, but generates the majority of its revenues internationally,
where the company has franchise, company owned and licensee
arrangements. Culligan is in the process of being acquired by
private equity firm Advent International Corporation (Sponsor) from
private equity firm Centerbridge Partners, L.P. for $915 million.
Culligan generated revenues of approximately $436 million during
the twelve months ended September 30, 2016.


DEER MEADOWS: Can Use Cash Collateral Through Jan. 31
-----------------------------------------------------
Judge Peter C. McKittrick of the U.S. Bankruptcy Court for the
District of Oregon authorized Deer Meadows, LLC to use cash
collateral on an interim basis, through Jan. 31, 2017.

Judge McKittrick acknowledged that other than DCR Mortgage VI, Sub
IV, LLC, and Fred and Ruth Harder, no other parties hold an
interest in or lien on the rents and other income of real property
owned by the Debtor.  He further acknowledged that a need exists
for the Debtor to use cash collateral to make payments required in
connection with its ownership of real property and operation of its
assisted living facility.

The approved Budget provided for total expenses in the amount of
$146,319 for October 2016, $137,956 for November 2016, $137,956 for
December 2016, and $144,786 for January 2017.

Pursuant to the Interim Order, DCR Mortgage and the Harders are
granted replacement liens on property of the Debtor of the same
nature, kind and priority as secured the Debtor's debt to DCR
Mortgage and the Harders on the Petition Date.

The Debtor is directed to make monthly adequate protection payments
to DCR Mortgage in the amount of $11,581 beginning on Oct. 31,
2016.  The Debtor was further directed, among other things, to
maintain insurance policies with respect to the Deer Meadows
Facility as were in effect on the Petition Date.

A full-text copy of the Interim Order, dated Oct. 31, 2016, is
available at
http://bankrupt.com/misc/DeerMeadows2016_1633768pcm11_61.pdf

DCR Mortgage VI, Sub IV, LLC, can be reached at:

          DCR MORTGAGE VI, SUB IV, LLC
          c/o DCR Loan Servicing, LLC
          333 Third Avenue North, Suite 400
          St. Petersburg, FL 33701

Fred and Ruth Harder can be reached at:

          FRED AND RUTH HARDER
          PO Box 724
          Canyonville, OR 97417

               About Deer Meadows, LLC

Deer Meadows, LLC's primary asset is an assisted living facility
located in Sheridan, Oregon.  DCR Mortgage and/or its affiliates,
has a lien covering the Property.

Deer Meadows filed a chapter 11 petition (Bankr. D. Ore. Case No.
16-33768) on Sept. 30, 2016.  The petition was signed by Kristin
Harder, manager.  The case is assigned to Judge Peter C.
McKittrick.  The Debtor estimated assets and liabilities at $1
million to $10 million at the time of the filing.

The Debtor is represented by Stephen T. Boyke, Esq., at the Law
Office of Stephen T. Boyke.



DELTAVILLE MARINA: Case Summary & 4 Unsecured Creditors
-------------------------------------------------------
Debtor: Deltaville Marina, LLC
        274 Buck's View Lane
        Deltaville, VA 23403

Case No.: 16-35390

Chapter 11 Petition Date: November 2, 2016

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

Judge: Hon. Kevin R. Huennekens

Debtor's Counsel: Paula S. Beran, Esq.
                  TAVENNER & BERAN, PLC
                  20 North Eighth Street, Second Floor
                  Richmond, VA 23219
                  Tel: 804-783-8300
                  Fax: 804-783-0178
                  E-mail: pberan@tb-lawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Keith Ruse, manager.

A copy of the Debtor's list of four unsecured creditors is
available for free at http://bankrupt.com/misc/vaeb16-35390.pdf


DIAMOND OFFSHORE: S&P Lowers CCR to 'BB+' on Financial Risk
-----------------------------------------------------------
S&P Global Ratings said that it lowered its corporate credit rating
on Houston-based offshore drilling company Diamond Offshore
Drilling Inc. to 'BB+' from 'BBB'.  The rating outlook is
negative.

At the same time, S&P lowered its issue-level rating on the
company's unsecured debt to 'BB+' from 'BBB' and assigned a '3'
recovery rating, indicating S&P's expectation for meaningful
(50%-70%; lower half of the range) recovery in the event of a
payment default.

"The downgrade reflects our revised assessment of Diamond's
business risk profile and our revised assumptions for utilization
of the company's uncontracted fleet, in light of continued weak
market conditions, resulting in higher leverage than we had
previously anticipated in 2017 and 2018," said S&P Global Ratings'
credit analyst Carin Dehne-Kiley.  Although the company has taken
steps to respond to the market downturn, such as reducing operating
costs, cold-stacking rigs, lowering capital expenditures, and
cutting its dividend, S&P believes demand for offshore contract
drilling services will remain depressed until the latter half of
2018 and that the market is oversupplied with rigs.  S&P also
believes that companies with cold-stacked rigs will find it
increasingly difficult to recontract them even when the market
recovers, since S&P expects customers to favor working,
warm-stacked or newbuild rigs.  As of Sept. 1, 2016, Diamond had 14
of its 28-vessel fleet cold-stacked.  In addition, although all
seven of Diamond's sixth generation, ultra-deepwater rigs are under
contract through at least mid-2019, two are contracted with
Brazilian national oil company Petrobras, which has sent an early
termination notice for one (currently under dispute).

S&P's corporate credit rating on Diamond reflects S&P's assessment
of the company's business risk profile as satisfactory, its
financial risk profile as aggressive, and its liquidity as strong.
It also reflects S&P's view that Diamond is a moderately strategic
subsidiary of Loews Corp. under S&P's group methodology criteria.
Diamond is 53% owned by Loews.  S&P considers Diamond moderately
strategic because it believes that the company is important to the
group's long-term strategy and has the long-term commitment of
Loews' management.  S&P also believes that in periods of stress,
the group would provide support to Diamond if needed, as was
demonstrated by the elimination of the $400 million special
dividend in 2015 and the common dividend in 2016.  As a result, the
corporate credit rating is one notch above Diamond's stand-alone
rating of 'bb'.

The negative outlook reflects S&P's expectation that Diamond's FFO
to debt could fall and remain below 12% for a sustained period,
which could occur if market conditions deteriorate further or if we
no longer expect an industry recovery in 2018.  S&P could also
lower the rating if the company makes a significant, debt-financed
acquisition that doesn't add to near-term cash flow.

S&P could revise the outlook to stable if it expects FFO to debt to
remain above 12% for a sustained period, which would most likely
occur if the company were able to further reduce costs or if its
offshore drilling activity recovered more quickly than S&P
currently anticipates.



DIRECTBUY HOLDINGS: Selling Assets to Derby Via $10M Credit Bid
---------------------------------------------------------------
DirectBuy Holdings, Inc., and its affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to authorize the
Bidding Procedures and Stalking Horse Asset Purchase Agreement in
connection with the sale of substantially all assets to Derby SPV,
Inc. for a credit bid of $10,000,000, subject to overbidding.

Pursuant to a Senior Secured Notes Indenture, dated as of Jan. 26,
2011, among DirectBuy Holdings, Inc., as issuer ("Holdings") and
each of the Debtors as Guarantors, and The Bank of New York Mellon
Trust Co., N.A., as trustee and collateral agent, Holdings issued
12% Senior Secured Notes due 2017 in the aggregate principal amount
of $335,000,000 ("Original Senior Secured Notes").

On Aug. 1, 2012, Holdings entered into an Exchange Agreement, as
amended by Amendment No. 1 dated Sept. 28, 2012, with (i) certain
holders of the Original Senior Secured Notes ("Exchanging
Holders"), (ii) Trivest Partners IV, L.P. for itself and as manager
under that certain Management Agreement dated Nov. 30, 2007, and
(iii) DirectBuy Investors, L.P., DirectBuy Investors-A, L.P., and
DirectBuy Investors-B, L.P. ("Trivest Parties"). Pursuant to the
Exchange Agreement, Holdings, the Exchanging Holders and the
Trivest Parties completed a restructuring of Holdings' debt and
equity on Nov. 5, 2012, whereby, among other things, the Original
Senior Secured Notes in the principal amount of $324,700,000 were
exchanged for (i) 100% of the equity of Holdings and (ii)
$100,000,000 of 12% PIK Toggle Notes due Nov. 5, 2019
("Pre-Petition Notes").  The Pre-Petition Notes were authorized and
issued pursuant to a Senior Secured Toggle Notes Indenture, dated
Nov. 5, 2012 among Holdings, the Guarantors and U.S. Bank National
Association, as trustee and collateral agent ("Pretition Collateral
Agent").

The Pre-Petition Collateral Agent perfected its security interest
in those assets by filing UCC financing statements with the
Delaware Secretary of State and mortgages on the real property
owned by Debtor United Consumer Club, Inc. in Indiana.
Additionally, the Pre-Petition Collateral Agent perfected its
security interest in the Debtors' bank accounts in the United
States pursuant to a Deposit Account Control Agreement for each
account.

At the time the Debtors entered into the Pre-Petition Notes, the
Pre-Petition Liens were third priority liens junior to then
existing senior secured credit facilities ("Senior Debt
Facilities"). On April 30, 2015, the Debtors repaid in full the
Senior Debt Facilities and the liens and security interests granted
in connection therewith were released.

As of the Petition Date, the Debtors were indebted to the
Pre-Petition Secured Parties in the approximate amount of
$144,678,184.

The Canadian Subsidiaries are not debtors in the Chapter 11 Cases.
On Nov. 2, 2016, each of the Canadian Subsidiaries will commence
proposal proceedings under the Bankruptcy and Insolvency Act
("BIA") to obtain an Order from the Ontario Superior Court of
Justice approving proposals to be made by the Canadian Subsidiaries
to their respective creditors under Part III of the BIA.

The Debtors are significantly overleveraged.  Based on their
evaluations and in the exercise of their business judgment, the
Debtors concluded that the best way to maximize value for the
benefit of their estates and creditors is to sell their business
assets on a going concern basis.

Consequently, the Debtors filed the Chapter 11 cases to achieve a
balance sheet restructuring through a competitive sale of their
business assets.  To that end, before the Petition Date, the
Debtors explored potential strategic alternatives for maximizing
value.

In December 2015, the Debtors engaged Carl Marks Advisory Group,
LLC ("CMA") to assist the Debtors in pursuing strategic
alternatives including a potential reorganization and/or sale.
Beginning in February 2016, CMA ran a sale process over the course
of more than 6 months, contacting over 80 potential buyers. Fifteen
potential buyers executed a non-disclosure agreement and received
the confidential information memorandum prepared by CMA. For
several months thereafter, and as CMA's marketing process
continued, the Debtors' management, together with CMA, facilitated
due diligence and engaged in discussions with potential buyers.
Despite those efforts, CMA did not receive any formal bids from
potential buyers.

Concurrently with the marketing process, the Debtors engaged in
discussions with their existing stakeholders about a possible
restructuring of their debt or credit bid to purchase the Debtors'
assets.  As a result thereof, on Nov. 1, 2016, the Debtors and the
Purchaser entered into the Purchase Agreement.  The Purchaser is an
entity formed for the purposes of effecting the rights and
interests of the Pre-Petition Collateral Agent and the holders of
the Pre-Petition Notes.

The principal terms of the Purchase Agreement are:

   a. Purchaser: Derby SPV, Inc.

   b. Purchase Price: The Purchase Price for the Purchased Assets
is (i) $10,000,000 plus (ii) Cure Amounts with respect to the
Assumed Contracts, plus (iii) amounts payable under the Canadian
Proposals, plus (iv) the assumption by the Purchaser of the Assumed
Liabilities.

   c. Purchased Assets: The Purchased Assets will include each of
the following: (i) all Cash and Cash Equivalents; (ii) all Credit
Card Holdbacks; (iii) all Accounts Receivable of the Sellers; (iv)
the Merchandise Deposit Trust Accounts, California Membership Fee
Deposit Trust Account, Surety Bond Cash Collateral and Letter of
Credit Cash Collateral; (v) without duplication of the above,
royalties, advances, prepaid assets, security and other deposits,
prepayments and other current assets relating to the Business, in
each case of the Sellers; (vi) all inventory, furniture, fixtures,
furnishings, supplies, equipment, vehicles, leasehold improvements,
and other tangible personal property owned or used or held for use
by Sellers or their subsidiaries in the conduct of the Business,
including all desks, chairs, tables, hardware copiers, telephone
lines and numbers, facsimile machines and other telecommunication
equipment, cubicles and miscellaneous office furnishings and
supplies; (vii) all warranties, service agreements and maintenance
agreements or similar agreements associated with the Purchased
Assets in clause (vi); (viii) all leasehold improvements; (ix) all
trucks and other vehicles owned by the Sellers; (x) all current and
prior insurance policies; (xi) all Permits; (xii) all Assumed
Contracts and all Member Purchase Orders; (xiii) all Claims with
respect to the Business and all rights in respect of prepaid items
however evidenced; (xiv) Member Data; (xv) copies or originals of
all books, records, files or papers of Sellers, whether in hard
copy or electronic format, relating primarily to the Purchased
Assets or to the Business; (xvi) Acquired Intellectual Property;
(xvii) the Owned Real Property; (xviii) all rights under
non-disclosure or confidentiality, non- compete or non-solicitation
agreements with employees and agents of any Seller or with third
parties; (xix) all rights of any Seller under all warranties
(expressed or implied), representations, indemnities, or guaranties
made by third parties to or for the benefit of any Seller with
respect to the Purchased Assets; (xxi) any interest of Sellers in
any internet websites, URLs or internet domain names, and
applications and registrations pertaining thereto; (xxii) all
Vendor Deposits; (xxiii) all Landlord Deposits; (xxiv) Loans owed
to any Seller by any employee, officer or director of any Seller
and any intercompany loans and receivables; (xxv) any security,
vendor, utility or other deposits; (xxvi) any trust, insurance
policy or other funding vehicles associated with the Benefit Plans;
and (xxvii) all of the rights, powers, privileges and beneficial
interests of United Consumers Club Incorporated in and pursuant to
that certain Trust Agreement dated November 14, 2007 and known as
Trust No. 5908.

   d. Auction: The Debtors intend to conduct an open auction
process if one or more Qualified Bids are received.

   e. Closing and Other Deadlines: Three Business Days after all
the conditions set forth in Article VII of the Purchase Agreement
have been satisfied or waived.

   f. Good Faith Deposit: The Purchaser is not required to make a
good-faith deposit.

   g. Use of Proceeds: Of the Purchase Price, $10,000,000 is a
credit bid and the rest of the funds will be used to satisfy the
enumerated obligations under the Purchase Agreement.

   h. Credit Bid: The Purchaser intends to credit bid $10,000,000.

In recognition of the Purchaser's expenditure of time, energy, and
resources, the Debtors have agreed that if the Purchaser is not the
Successful Bidder and an Alternate Transaction closes, the Debtors
will pay the Purchaser the Expense Reimbursement, an amount in cash
equal to the aggregate amount of the reasonable, actual, and
necessary, out-of-pocket expenses paid or incurred by the Purchaser
relating to or in connection with their bid, subject to a cap of
$500,000.  The Debtors have further agreed that their obligation to
pay the Expense Reimbursement pursuant to the Purchase Agreement
will (i) survive termination of the Purchase Agreement, (ii) to the
extent owed by the Debtors, constitute an administrative expense
claim under section  503(b) of the Bankruptcy Code, and (iii) be
payable from the first cash proceeds of an alternate transaction
under the terms and conditions of the Purchase Agreement and the
Bidding Procedures Order, notwithstanding Section 507(a) of the
Bankruptcy Code.

The Debtors believe that good cause exists to expose the Purchased
Assets to sale at an auction and to approve the proposed Bidding
Procedures.  An auction conducted substantially in accordance with
the Bidding Procedures will enable the Debtors to obtain the
highest and best offers for the Purchased Assets, thereby
maximizing the value for the estates.

The salient points of the Bidding Procedures are:

    a. Qualified Bidder: A Potential Bidder, other than the
Purchaser, who wishes to participate in the bidding process must
deliver to the Notice Parties to the extent not previously
delivered, an executed confidentiality agreement in form and
substance satisfactory to the Debtors, which will inure to the
benefit of the Successful Bidder.

    b. Qualified Bid: A Qualified Bid must submit a Bidder Purchase
Agreement and an offer to purchase the Purchased Assets or some
substantial portion thereof.

    c. Minimum Overbid: At least $10,000,000 plus (b) the Expense
Reimbursement in the amount of $500,000 plus (c) a cash overbid of
$200,000.

    d. Bid Deadline: Jan. 5, 2017, at 5:00 p.m. (EST)

    e. Auction: Only Qualified Bidders that have submitted
Qualified Bids by the Bid Deadline are eligible to participate at
the Auction.

    f. Subsequent Bid: At least an additional $200,000 above the
prior bid.

    g. Successful Bid: The highest or otherwise best offer from
among the Qualified Bidders submitted at the Auction. The
determination of the Successful Bid by the Debtors at the
conclusion of the Auction shall be final, subject only to approval
by the Bankruptcy Court.

    h. Closing with Alternative Back-Up: If an Auction is
conducted, the Qualified Bidder with the next highest or otherwise
best Qualified Bid to the Successful Bidder, as Back-Up Bidder.

    i. Return of Deposits: All deposits will be returned to each
bidder not selected by the Debtors as the Successful Bidder the
Back-Up Bidder no later than 5 business days following the
conclusion of the Auction.  The deposit of the Back-Up Bidder will
be held by the Debtors until 1 business day after the closing of
the sale transaction with the Successful Bidder.

In connection with the Bidding Procedures, the Debtors are
proposing that the Purchaser will credit bid $10,000,000 of the
outstanding amounts under the Pre-Petition Notes.  The Debtors seek
confirmation of the rights of the Purchaser to credit bid.

The Expense Reimbursement is reasonable and appropriate in light of
the size and nature of the transaction and the significant efforts
that have been expended by the Purchaser. The Expense Reimbursement
was necessary to induce the bid from the Purchaser in the form of
the Purchase Agreement, which will serve as the floor bid in
connection with the proposed competitive bidding process.
Accordingly, the Debtors request approval of the Expense
Reimbursement.

The Debtors believe the Bidding Procedures provide an appropriate
framework for the sale of the Purchased Assets in a uniform fashion
and will enable them to review, analyze and compare all offers
received to determine which offer is in the best interests of the
Debtors' estates and creditors.  Therefore, the Debtors request
that the Court approve the Bidding Procedures.

The Debtors submit that it is an exercise of their sound business
judgment to assume and assign the Assumed Contracts to the
Purchaser or Successful Bidder, as the case may be, in connection
with the consummation of the Sale, and that the assumption and
assignment of the Assumed Contracts is in the best interests of the
Debtors, their estates, their creditors, and all parties in
interest.  The Assumed Contracts being assigned to the Purchaser
(or Successful Bidder) are an integral part of the Purchased Assets
being acquired by the Purchaser (or Successful Bidder), and such
assumption and assignment is reasonable and will enhance the value
of the Debtors' estates.  Therefore, according to the Debtors, the
Court should authorize the Debtors to assume and assign the Assumed
Contracts.

The proposed Assumption and Assignment Procedures are contained in
the Notice to Counterparties to Executory Contracts and Unexpired
Leases of the Debtors That May Be Assumed and Assigned ("Cure
Notice").  The Debtors will attach to the Cure Notice their
calculations of the undisputed cure amounts, if any, that the
Debtors believe must be paid to cure all prepetition defaults under
all Assumed Contracts ("Cure Amount").  The counterparties will
have 14 days to object to the Cure Amount or the assumption and
assignment. The Debtors intend to present the Successful Bid and
the Back-Up Bid, as the case may be, for approval by the Court
pursuant the provisions of Sections 105, 363 and 365 of the
Bankruptcy Code at the Sale Hearing to be scheduled by the Court.
The Debtors respectfully request that any such Sale Hearing be
scheduled no later than 3 business days after the Auction.  The
Debtors further request, pursuant to Bankruptcy Rule 9014, that any
and all objections to the relief to be considered at the Sale
Hearing be filed 7 days before the Sale Hearing.

To require the Debtors to effectively be liable under the Assumed
Contracts for an extra 14 days and to delay the closing and
resulting pay down of the Debtors' secured obligations will burden
the estates and require unnecessary expenditure of the Debtors'
resources.  The Debtors request that the Court waive the 14-day
stay period under Bankruptcy Rules 6004(h) and 6006(d).

A copy of the Purchase Agreement, the Bidding Procedures and the
Cure Notice attached to the Motion is available for free at:

     http://bankrupt.com/misc/DirectBuy_Holdings_18_Sales.pdf

The Purchaser:

          Sean Britain
          DERBY SPV, INC
          c/o Bayside Capital, Inc.
          600 5th Avenue, 24th FL New York, NY 10020
          Facsimile: (212) 314-1006
          E-mail: sbritain@bayside.com

                - and -

          John Skvarla
          Damien Alfalla
          DERBY SPV, INC
          c/o PennantPark Investment Administration, LLC
          590 Madison Avenue, Floor 15
          New York, NY 10022
          Facimile: (212) 212 905-1075
          E-mail: Admin_Ops@pennantpark.com

The Purchaser is represented by:

            Gavin Westerman, Esq.
            Brian S. Rosen, Esq.
            WEIL, GOTSHAL & MANGES LLP
            767 Fifth Avenue
            New York, NY 10153
            Facsimile: (212) 310-8007
            E-mail: gavin.westerman@weil.com
                    brian.rosen@weil.com

                     About DirectBuy Holdings

DirectBuy Holdings Inc., headquartered in Merrillville, Indiana, is
a membership buying club that operates under a franchise business
model.  DirectBuy Holdings sought Chapter 11 protection (Bankr. D.
Del. Case No. 16-12435) on Nov. 1, 2016.


E. MENDOZA & CO: Condado 2 Asks Court to Prohibit Cash Use
----------------------------------------------------------
Condado 2, LLC, asks the U.S. Bankruptcy Court for the District of
Puerto Rico to enter an order prohibiting E. Mendoza & Co., Inc.,
from using cash collateral.

Condado 2 contends that it is a secured creditor, having a mortgage
over the Debtor's properties located in Puerto Rico.  Condado 2
further contends that the properties generate rent proceeds, which
are also pledged in favor of Condado 2 and constitute cash
collateral.

Firstbank Puerto Rico extended to Eduardo Mendoza Vidal and his
wife, Marta Fenrandez Torres, certain credit facilities in the
principal amount of $3,110,000, which were secured by mortgages
over five properties.  The mortgages were endorsed to Condado 2,
and were guaranteed by the Debtor and E.M. T-Shirt Distributors,
Inc., as solidary corporate guarantors.  

Firstbank extended to the Debtor a certain commercial loan in the
principal amount of $800,000, whereby the five previously-mortgaged
properties were mortgaged.  Eduardo Mendoza Vidal and Marta
Fernandez Torres, Eduardo Mendoza Corporation and E.M. T-Shirt
Distributors, Inc. guaranteed the obligation.

Condado 2 tells the Court that it holds a first priority
prepetition security interest in the cash collateral through a
duly-registered Mortgage Deed and a notarized Assignment
Aggreement.  Condado 2 further tells the Court that although it is
entitled to adequate protection, the Debtor has not alleged nor met
its burden to demonstrate that Condado 2 is adequately protected.

A full-text copy of Condado 2, LLC's Motion, dated Oct. 31, 2016,
is available at
http://bankrupt.com/misc/EMendoza&Co2016_1606661esl11_47.pdf

Condado 2, LLC, is represented by:

          Sonia E. Colon, Esq.
          Gustavo A. Chico-Barris, Esq.
          Camille N. Somoza, Esq.
          FERRAIUOLI LLC
          PO Box 195168
          San Juan, PR 00919-5168
          Telephone: (787) 766-7000
          E-mail: scolon@ferraiuoli.com
                  gchico@ferraiuoli.com
                  csomoza@ferraiuoli.com

              About E. Mendoza & Co., Inc.

E. Mendoza & Co. Inc., based in San Juan, P.R., filed a Chapter 11
petition (Bankr. D.P.R. Case No. 16-06661) on Aug. 22, 2016.  The
petition was signed by Marta Fernandez Torres, secretary.  The
Debtor estimated $0 to $50,000 in assets and $1 million to $10
million in liabilities at the time of the filing.  The Debtor is
represented by Nelson Robles Diaz, Esq., at the Nelson Robles Diaz
Law Offices, PSC.


EAST GRAND PREPARATORY: S&P Rates $14.1MM 2016A & B Bonds 'BB+'
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' long-term rating to New Hope
Cultural Education Facilities Finance Corp., Texas' $13.525 million
series 2016A million tax-exempt revenue bonds and $645,000 series
2016B taxable revenue bonds, issued for East Grand Preparatory
Academy (EGP).  The outlook is stable.

"The rating reflects our view of EGP's adequate pro forma maximum
annual debt service (MADS) coverage of more than 1x and improved
liquidity, coupled with the academy's demonstrated ability to serve
as a niche education provider for economically disadvantaged
students with limited competition other than local school
districts.  We believe that the academy's historical ability to
attract and retain local area students in a market where the
academic performances of local public schools have lower overall
accountability rankings will remain a positive credit factor," S&P
said.

The rating reflects S&P's view of EGP's:

   -- Positive enrollment trends, in part due to the appeal of the

      academy's academic scores relative to the local market and
      proximity and participation in Dallas, a major metropolitan
      center;

   -- Experienced management team with strong education
      backgrounds;

   -- Good student test scores that exceed those of the local area

      district;

   -- Unrestricted cash and investments at fiscal year-end 2016
      equal to 70 days' cash on hand, which S&P views as good for
      the rating category; and

   -- Adequate lease-adjusted pro forma MADS coverage for the
      rating level at 1.08x in fiscal 2016, largely because strong

      state revenue support and prudent budgeting.

Partially offsetting the above strengths, in S&P's opinion, are the
academy's:

   -- High debt burden, with a pro forma MADs carrying charge of
      about 23.7% of expenses based on audited fiscal 2016
      results;

   -- Modest but growing student population of 521 for fall 2015,
      in part offset by a 554-student wait list; and

   -- Uncertainty associated with charter renewals, which is
      inherent in the charter-academy sector, given that the final

      maturity of the bonds exceeds the term of the existing
      charter.

The series 2016 bonds are being used to refund all of the academy's
existing long-term debt, which S&P do not currently rate, and
renovate EGP's existing facility.  The issuing authority will loan
bond proceeds to Cityscape Schools Inc.  Bonds are secured by
pledged revenues, which are defined as all revenues or income
derived from EGP, the charter school operated by Cityscape Schools,
pursuant to the loan agreement.

"The stable outlook is based on our two-year horizon and reflects
our view of EGP's adequate lease-adjusted pro forma MADs coverage
based on fiscal 2016 net available revenues, and historical trend
of positive operating margins in four of the past five consecutive
fiscal years, coupled with a strengthened liquidity position over
the same period," said S&P Global Ratings credit analyst Brian
Marshall.

S&P expects the academy to maintain its solid demand profile based
on its commitment to academic excellence, with good academic test
scores relative to the area.  S&P also expects that the academy's
financial metrics will remain in line with rating medians as
officials gradually increase enrollment levels to serve the eighth
grade.  The outlook is also based on S&P's favorable opinion of
EGP's financial profile, which is contingent on it meeting or
exceeding projected net operations and building a cash position S&P
considers strong.

S&P could raise the rating should the academy's liquidity rise to
levels more in line with higher rated peers.  A substantial
moderation of the academy's leverage ratios along with sustained
improvements in EGP's liquidity position could lead to a higher
rating or other positive rating action.

S&P could lower the rating if EGP's enrollment declines
substantially and coverage and liquidity fall to levels no longer
adequate for the rating category.  A negative rating action could
also occur if EGP issues additional debt without commensurate
growth exhibited in its financial metrics.



EDUARDO MENDOZA: Condado 2 Wants to Prohibit Cash Collateral Use
----------------------------------------------------------------
Condado 2, LLC, asks the U.S. Bankruptcy Court for the District of
Puerto Rico to prohibit Eduardo Mendoza Corporation from using cash
collateral.

Condado 2 contends that it is a secured creditor, having a mortgage
over the Debtor's properties located in Puerto Rico.  Condado 2
further contends that the properties generate rent proceeds, which
are also pledged in favor of Condado 2 and constitute cash
collateral.

Firstbank Puerto Rico extended to Eduardo Mendoza Vidal and his
wife, Marta Fenrandez Torres, certain credit facilities in the
principal amount of $3,110,000, which were secured by mortgages
over five properties.  The mortgages were endorsed to Condado 2,
and were guaranteed by the Debtor and E.M. T-Shirt Distributors,
Inc., as solidary corporate guarantors.  

Condado 2 tells the Court that it holds a first priority
pre-petition security interest in the cash collateral through a
duly registered Mortgage Deed and a notarized Assignment Agreement.
Condado 2 further tells the Court that although it is entitled to
adequate protection, the Debtor has not even alleged nor met its
burden to demonstrate that Condado 2 is adequately protected.

Condado 2 tells the Court that the Debtor has not sought the
authorization of the Court to use Condado 2's cash collateral, nor
has it proffered any adequate protection whatsoever.  Condado 2
further tells the Court that it has not consented to the use of
cash collateral and that it wants the Debtor to be prohibited from
using the cash collateral.

A full-text copy of Condado 2, LLC's Motion, dated Oct. 31, 2016,
is available at
http://bankrupt.com/misc/EduardoMendoza2016_1606672esl11_37.pdf

Condado 2, LLC, is represented by:

          Sonia E. Colon, Esq.
          Gustavo A. Chico-Barris, Esq.
          Camille N. Somoza, Esq.
          FERRAIUOLI LLC
          PO Box 195168
          San Juan, PR 00919-5168
          Telephone: (787) 766-7000
          E-mail: scolon@ferraiuoli.com
                 gchico@ferraiuoli.com
                 csomoza@ferraiuoli.com

              About Eduardo Mendoza Corporation

Eduardo Mendoza Corporation filed a Chapter 11 bankruptcy petition
(Bankr. D.P.R. Case No. 16-06672) on Aug. 22, 2016.  The petition
was signed by Mara Fernandez Torres, secretary.  The Debtor
estimated assets at $0 to $50,000 and liabilities at $100,001 to
$500,000 at the time of the filing.  The Debtor is represented by
Nelson Robles Diaz, Esq., at the Nelson Robles Diaz Law Offices,
PSC.


EMECO HOLDINGS: Chapter 15 Case Summary
---------------------------------------
Chapter 15 Petitioner: Ian Matthew Testrow
                       Level 3
                       71 Walters Drive
                       Western Australia, 6017
                       Osborne Park
                       Australia

Chapter 15 Debtor: Emeco Holdings Limited

Chapter 15 Case No.: 16-13080

Type of Business: Rental provider of heavy mining equipment

Chapter 15 Petition Date: November 2, 2016

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

Chapter 15 Petitioner's Counsel: Erin Elizabeth Broderick, Esq.
                                 BAKER & MCKENZIE LLP
                                 300 East Randolph, Suit 5000
                                 Chicago, IL 60601
                                 Tel: 312-861-8000
                                 Fax: 312-861-2899
                                 E-mail:
erin.broderick@bakermckenzie.com

Estimated Assets: Not Indicated

Estimated Debts: Not Indicated


EQT MIDSTREAM: Moody's Assigns Ba1 Rating on New $500MM Sr. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to EQT Midstream
Partners, LP's proposed issuance of $500 million senior notes.
Proceeds from the new notes will be used to repay outstanding
borrowings under the company's revolving credit facility and for
general partnership purposes, including to fund capital
expenditures.  All existing ratings of EQM, including the Ba1
Corporate Family Rating (CFR), and the stable outlook are
unchanged.

"This notes offering refinances revolver borrowings and pre-funds a
portion of EQM's growth capital expenditures," commented Amol
Joshi, Moody's Vice President.  "Following the offering, EQM will
also have all of its $750 million revolving credit facility
available to fund capital expenditures, working capital swings and
any other liquidity needs."

Assignment:

Issuer: EQT Midstream Partners, LP
  New $500 million Senior Unsecured Notes, Assigned at Ba1 (LGD4)

                          RATINGS RATIONALE

The new senior notes have been rated Ba1, consistent with the
ratings of EQM's existing senior notes.  The new notes are
unsecured and have no subsidiary guarantees, similar to the
company's existing senior notes and its committed revolving credit
facility.  The senior notes are rated the same as the CFR since all
of the partnership's debts are pari passu.

EQM's Ba1 CFR reflects its stand-alone credit profile of Ba2 with
one notch of ratings uplift to reflect its strategic importance to
its indirect parent, EQT Corporation (EQT, Baa3 stable), and the
continued expected support of the partnership's growth with a
relatively conservative financial policy.  EQM's asset base
benefits from its close proximity to production in the Marcellus
Shale and the critical nature of its pipelines for moving natural
gas within the region to long haul pipelines.  The fee-based nature
of its revenues, long-term contracts that mitigate volume risk and
relatively low financial leverage further support its ratings.  The
ratings are restrained by EQM's basin concentration and the large
scale and inherent execution risk of its Mountain Valley Pipeline
joint venture, a project to construct a new interstate natural gas
pipeline, where EQM serves as the operator and largest equity
owner.

EQM is expected to have adequate liquidity through 2017, as
reflected in its SGL-3 rating.  The company had approximately $134
million of cash and full availability under its $750 million
committed revolving credit facility at Sept. 30, 2016, pro forma
for the issuance of the new senior notes.  Cash and availability
under the revolver should be sufficient to cover expected capital
outspend through 2017, and we also expect EQM to continue
opportunistically accessing the equity and debt capital markets to
fund its growth capital spending on a longer-term basis.  There is
one financial covenant governing the credit facility - a maximum
consolidated Debt/EBITDA ratio of 5.0x, stepping up to 5.5x during
an acquisition period.  The partnership should have ample headroom
for compliance with this covenant through 2017 based on expected
capital spending plans.  There are no debt maturities until
February 2019 when the credit facility matures.

The rating outlook is stable reflecting Moody's expectation that
EQM will continue maintaining a conservative financial leverage
profile relative to its peers, as it grows both its asset base and
earnings.

Assuming the continued ownership and support from EQT, the ratings
could be upgraded if there is sufficient clarity regarding the
project cost and funding plans for EQM's large pipeline projects to
establish that debt/EBITDA is likely to remain at or below 3.5x.
An upgrade of EQT ratings would not necessarily result in an
upgrade of EQM's ratings.

A downgrade of EQT below a Ba1 CFR would result in a downgrade of
EQM's ratings.  Funding of growth projects could result in leverage
rising and pressuring the ratings.  Debt/EBITDA sustained above
4.5x could result in a ratings downgrade.

The principal methodology used in this rating was Global Midstream
Energy published in December 2010.

EQM is a master limited partnership controlled by EQT, that owns
and operates interstate pipelines and gathering lines primarily
serving Marcellus Shale production.  EQT GP Holdings, LP (EQGP)
owns EQM's approximately 1.8% general partner ownership interest
and about 27% of EQM's limited partner interest.  EQT controls EQGP
and thereby EQM through its ownership of EQGP's GP interest. EQT
owns about 90% of EQGP's LP interest.



EQUITY HOLDINGS: Seeks to Hire Dennis & Company as Accountant
-------------------------------------------------------------
Equity Holdings Group, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Colorado to hire an accountant.

The Debtor proposes to hire Dennis & Company, P.C. to conduct a
quantitative analysis of its financial performance since its
bankruptcy filing, prepare financial statements, and provide other
accounting services.

The firm's professionals and their hourly rates are:

     Mark Dennis, CPA      $225
     David Dennis, CPA     $225
     Mariem Skalli          $80

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

The firm can be reached through:

     Mark D. Dennis
     Dennis & Company, P.C.  
     8400 East Crescent Parkway, Suite 600
     Greenwood Village, CO 80111
     Tel: (720) 528-4087

                   About Equity Holdings Group

Equity Holdings Group, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Colo. Case No. 16-20096) on October
12, 2016.  The petition was signed by Donald A. Hulse, chief
executive officer.  

The case is assigned to Judge Thomas B. McNamara.  The Debtor is
represented by Berken Cloyes, P.C.

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


EVEN ST. PRODUCTIONS: Files Full-Payment Liquidating Plan
---------------------------------------------------------
Even St. Productions Ltd., and Majoken, Inc., on Nov. 21, 2016, at
10:00 a.m., are slated to seek approval of the Disclosure Statement
describing a Liquidating Plan that expects to pay creditors in
full.

According to the Disclosure Statement, the Plan provides:

   -- Class 1 under the Plan consists of all non-priority general
unsecured claims except for the allowed general unsecured claims of
Glenn Stone.  The Debtors are in the process of reviewing all filed
proofs of claim.  The Debtors currently believe that there will be
a total of approximately $2,228,037 to $3,240,536 of class 1
allowed claims.  Under the Plan, all allowed class 1 claims will be
paid in full from the Cash and/or the Sale Proceeds.

   -- Class 2 under the Plan consists of the allowed general
unsecured claims of Glenn Stone.  Under the Plan, Mr. Stone's
allowed class 2 claims will be paid in full from the Cash and/or
the Sale Proceeds only after all allowed class 1 claims have been
paid in full.

   -- Class 3 under the Plan consists of the current existing
equity interests in Even Street, which will initially remain
intact.  Even Street may elect to convert its entity structure to a
limited liability company on or after the Effective Date. After
payment of all allowed claims in full, any remaining funds in the
Debtors' estates shall be divided 50% to Allan Law Group P.C. in
trust for Sylvester Stewart or his assignees and 50% to TAG or its
assignees.  Following the entry of final decrees in the Chapter 11
cases, Even Street shall be deemed dissolved.

   -- Class 4 under the Plan consists of the current existing
equity interests in Majoken, which will initially remain intact,
and which will not receive any distribution under the Plan. Majoken
may elect to convert its entity structure to a limited liability
company on or after the Effective Date.  Following the entry of
final decrees in these cases, Majoken will be deemed dissolved.

The Plan will be funded by a combination of: (i) the Debtors' cash
on hand, the BMI Royalties, and any other Royalties collected
between now and the Effective Date (collectively, the "Cash" or
"Cash on Hand"); and (ii) the proceeds of the "Asset Disposition"
(as defined below)(the "Sale Proceeds").  The Debtors estimate that
the amount of Cash on Hand, will be approximately at least
$3,600,000 as of the Effective Date.

The Debtors will transfer all right, title and interest in and to
certain specified assets pursuant to Section 363 of the Bankruptcy
Code (the "Asset Disposition").  The assets which will be subject
to the Asset Disposition will be the right to receive Royalties
pursuant to the 1989 Assignment derived from the use or
exploitation of (a) all musical compositions written in whole or
part by Stewart which are now owned by Mijac Music (excluding any
rights to recapture or reversionary rights available to Stewart or
his heirs, which the Debtors agree do not constitute property of
the Debtors' respective bankruptcy estates, and, as between the
Debtors and Stewart, are the sole and exclusive property of Stewart
or his heirs as described in paragraph 2.10 of the Agreement); and
(b) all the master recordings of Sly & the Family Stone and Sly
Stone which are now owned by Sony Music Entertainment and Warner
Brothers Records, and (c) all rights now known or hereafter created
or derived from Royalties in connection with the collective assets
described in (a) and (b), above, and hereafter referred to as the
"Sale Assets."  

For the avoidance of doubt, the Sale Assets shall include (i) the
songwriters' Royalties payable from Sony ATV/Mijac Music; (ii) the
Royalties and consulting fees payable to Even St. for Sly & the
Family Stone and Sylvester Stewart p/k/a Sly Stone from Warner
Brothers Records and Sony Music Entertainment pursuant to the
letter agreement and related Consultation Agreement between Even
St. and Sony Music Entertainment, Inc. dated December 18, 2002;
(iii) the public performance Royalties related to the Mijac
catalogue payable by BMI or any other public performance payors;
and (iv) the digital public perfomances royalties payable by
SoundExchange relating to Sony Music Entertainment and Warner
Brothers Records master recordings.  The Debtors will not include
any other assets other than the Sale Assets in the Asset
Disposition. For avoidance of ambiguity, any Royalties payable to
Stewart from AFM, AFTRA, SAG, Talent Partners, and PPM [Public
Performance Malaysia Sdn Bhd] for live public performance in
Malaysia, shall be the sole property of Stewart, and the Debtors
disclaim any interest therein.

The Debtors intend to conduct an auction of the Sale Assets and the
Asset Disposition will be subject to overbidding and the approval
of the Bankruptcy Court.  The terms of the Asset Disposition will
be consistent with the terms of the Agreement. The Debtors may sell
the Sale Assets prior to confirmation of the Plan.  The Debtors
project that the Cash and the Sale Proceeds will be sufficient to
pay all allowed claims in full.

A copy of the Disclosure Statement explaining the Liquidating Plan
dated Oct. 21, 2016, is available at:

   http://bankrupt.com/misc/cacb13-24363_582_DS_Even_St.pdf

                    About Even St. Productions

Even St. Productions Ltd. and Majoken, Inc., manage, promote, and
monetize the rights and interests emanating from the skills and
talents of Sylvester Stewart p/k/a Sly Stone ("Stewart"), and the
musical group Sly & the Family Stone.  The master recordings and
musical compositions of Stewart have generated royalties and
licensing income for over 40 years.

Even St. Productions Ltd., f/k/a Stone Fire Productions, Ltd. and
Majoken, Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case
Nos. 13-24363 and 13-24389) on May 31, 2013, in Los Angeles.  The
petitions were signed by Gerald Goldstein, president.  The cases
are jointly administered under Lead Case No. Lead Case No.
13-24363, with the Honorable Julia W. Brand presiding.  

Even St. and Majoken each estimated assets and debt of $1 million
to $10 million.  

The Debtors continue to manage their financial affairs and operate
their bankruptcy estates as debtors in possession pursuant to
Sections 1107 and 1108 of the Bankruptcy Code.

The Debtors have employed Levene, Neale, Bender, Yoo & Brill L.L.P.
("LNBYB") as their general bankruptcy counsel; G&M as their
litigation counsel in the Royalty Litigation; and Ervin, Cohen &
Jessup LLP as special counsel.  The Debtors also tapped R. Eli Ball
as the broker to market and sell the Debtors' interests in the
royalties and other intellectual property that constitute property
of the Debtors' bankruptcy estates, subject to the terms of the
Agreement with Sylvester Stewart.

The Court established Sept. 25, 2013 as the deadline for creditors
to file proofs of claim in this case (other than governmental
claims and lease rejection damage claims who have a separate claims
bar date).


EXTREME PLASTICS: Seeks to Use Cash for Wind-Down of Cases
----------------------------------------------------------
Extreme Plastics Plus, Inc., and EPP Intermediate Holdings, Inc.,
ask the U.S. Bankruptcy Court for the District of Delaware to
approve their proposed Second Amended Cash Collateral Order, to
effectuate the terms of a Global Settlement and the First Amended
Cash Collateral Order and ensure that the Debtors can use cash
collateral to wind down the Chapter 11 Cases after a Sale.

The Court's Global Settlement Order approved a Global Settlement
between the Debtors, the Official Committee of Unsecured Creditors,
and the Agent to the Debtors' Prepetition Lenders.

The Global Settlement requires the Agent to:

     (a) carve out from Sale proceeds $400,000 in cash plus 3% of
proceeds received in excess of $30 million for the benefit of
general unsecured creditors;

     (b) allow the Debtors to pay from cash collateral (i)
administrative expense claims entitled to priority under section
503(b)(9) of the Bankruptcy Code, (ii) ordinary course trade and
similar administrative expense claims not assumed by the buyer in a
Sale, and (iii) up to $100,000 of all other administrative expense,
non-ordinary course trade, or other similar claims that are known
at the time of a Sale that are not assumed by the buyer in a Sale;
and

     (c) make available from cash collateral $75,000 for the
Creditors' Committee to litigate the allowance of undisputed
general unsecured claims, with such amount potentially increasing
to $100,000 under certain circumstances.

The Court entered the First Amended Cash Collateral Order, in
conjunction with the Global Settlement Order, which incorporated
provisions related to the Global Settlement and provides for the
setting of funds to pay the Sale Proceed Carve Outs if the Debtors
consummate a Sale.  The First Amended Cash Collateral Order also
includes provisions for the Debtors and the Agent to agree upon
amounts to be included in the Reserve Amounts to administer and
wind-down the Debtors' estates following consummation of a Sale.
As part of this, the Agent, the Debtors, and the Creditors'
Committee are requited to negotiate in good faith the amount of
funding for the wind-down and the terms of the wind-down.

To obtain use of cash collateral for a wind-down of the Debtors'
estates after the proposed Sale, the Debtors are seeking to amend
the First Amended Cash Collateral Order with the proposed Second
Amended Cash Collateral Order, which will, among other things,
continue to specify how Sale proceeds will be allocated for
obligations the Debtors incurred prepetition and post-petition, as
well as address the mechanics for the Debtors to wind-down their
affairs after a sale.  Because the Second Amended Cash Collateral
Order will address proceeds from a Sale and a subsequent wind-down,
the Debtors request that the Second Amended Cash Collateral Order
become effective upon the closing of a Sale.

The Sale Proceed Carve Outs addressed by the Second Amended Cash
Collateral Order and the Reserve Amounts for each are:

     (1) General Unsecured Claims:  A carve out of $400,000 plus 3%
of proceeds received in excess of $30 million from Sale proceeds to
be paid to general unsecured creditors.

     (2) Section 503(b)(9) Claims:  A distribution of approximately
$1.3 million for claims entitled to priority under section
503(b)(9) of the Bankruptcy Code.

     (3) Ordinary Course of Business Expenses:  Funding for an
account to pay non-professional fees, ordinary course trade, and
similar administrative expense obligations, if any, not assumed by
the buyer in a Sale.

     (4) Non-Ordinary Course of Business Expenses.  Funding for a
Reserve Account of up to $100,000 to pay other administrative
expense claims, if any, that are not ordinary course trade or
similar claims that are known at the time of a Sale that are not
assumed by a buyer.

     (5) Creditors' Committee Litigation Fees:  Funding for a
Reserve Account for any of the unpaid $75,000 for the Creditors'
Committee to litigate the allowance of disputed general unsecured
claims.

The Debtors relate that the Second Amended Cash Collateral Order
will also provide that the Agent will fund the allowed, budgeted
paid unprofessional fees and expenses of the Debtors and the
Creditors' Committee incurred through the closing of a Sale by
funding a Reserve Account for these amounts.  The Debtor further
relates that once the Agent fully funds the Professional Fee
Escrow, the Agent will be deemed to have satisfied the Carve-Out.

The Debtors tell the Court that the Second Amended Cash Collateral
Order will also address funding the forecasted costs, expenses, and
professional fees associated with winding-down the Debtors' estates
after the closing of a Sale, which will be subject to a budget for
professional fees incurred by the Debtors after the closing of the
Sale.

As a condition to funding the Wind-Down Obligations, the
Prepetition Lenders have required that the Debtors:

     (a) file a motion to reject all executory contracts and
unexpired leases that are not assumed and assigned to the buyer, to
the Date a Sale is closed;

     (b) end the engagements of Paul Hastings LLP, as counsel, and
Opportune LLP, as restructuring advisor, and Ryan Bouley, as Chief
Restructuring Officer, by no later than Dec. 31, 2016; and

     (c) retain one party as of Jan. 1, 2017, as the sole party to
wind-down their estates, who must be agreed to by the Agent.

The Debtors further tell the Court that the wind-down is expected
to extend through March 31, 2017, but may be extended by the
Debtors with the consent of the Agent.

The Debtors contend that to manage their business effectively, the
Debtors employ a cash management system to collect funds generated
by the operations and to disburse funds to satisfy obligations
incurred in the ordinary course of their business.  The Debtors
further contend that the Second Amended Cash Collateral Order is
expected to include provisions that modify the Debtors' cash
management system to implement the changes agreed to by the
Debtors, the Creditors' Committee, and the Agent, and reflect the
fact that the Debtors will no longer be operating their
businesses.

The Debtors say that after a Sale, some of the Debtors' bank
accounts will not be needed and certain other bank accounts may
need to be opened to hold the Reserve Amounts to be used to satisfy
the Sale Proceed Carve Outs.  The Debtors further say that after
the closing of the Sale, the Agent will have no obligation to
maintain any bank account of the Debtors other than:

     (a) an account at the Agent to contain the funds necessary for
the Debtors to meet the Wind-Down Obligations;

     (b) a debtor in possession account at the Agent that the
Debtors will use to deposit proceeds of the Debtors' assets for
payment to the Agent; and

     (c) any bank accounts the Debtors may be required to leave
open under a transition services agreement to be negotiated with a
buyer in connection with a Sale.

The Debtors tell the Court that after the ultimate conversion to
chapter 7 or dismissal of the Chapter 11 Cases, the Agent will have
no obligation to maintain any bank account of the Debtors.

A full-text copy of the Debtors' Motion, dated Oct. 31, 2016, is
available at
http://bankrupt.com/misc/ExtremePlastics2016_1610221css_581.pdf

              About Extreme Plastics Plus

Founded in 2007, privately-held Extreme Plastics Plus, Inc.,
operates an environmental containment business specializing in
providing environmental lining, above ground storage tanks,
composite rig mats, secondary steel wall containment systems, and
closed loop solids control services, primarily for the oil and gas
industry.  Extreme Plastics has six facilities in Fairmont, West
Virginia, Tunkhannock, Pennsylvania, St. Clairsville, Ohio, Moore,
Texas, Odessa, Texas, and Oklahoma City, Oklahoma.

The stock of Extreme Plastics is held entirely by EPP Intermediate
Holdings, Inc.  The stock of EPP Intermediate is held entirely by
EPP Holding Company, LLC, a non-debtor.

Extreme Plastics, and affiliate EPP Intermediate Holdings, Inc.,
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
16-10221) on Jan. 31, 2016, as the ongoing decline in the price of
oil and natural gas negatively impacted demand of the Debtors'
services.

Extreme Plastics estimated $10 million to $50 million in assets and
$50 million to $100 million in debt.  EPP Intermediate estimated $1
million to $10 million in assets and $50 million to $100 million in
debt.

As of the Petition Date, Extreme Plastics owes $49.5 million under
a secured facility provided by lenders led by Citizens Bank of
Pennsylvania, as agent.  The facility is secured by a lien in
substantially all of the Debtors' assets, as well as a pledge of
100% of the equity in Extreme Plastics and EPP Intermediate.

The Debtors are represented by William D. Sullivan, Esq., at
Sullivan Hazeltine Allinson LLC, and have retained Epiq Bankruptcy
Solutions, LLC, as claims and noticing agent.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors.  The Committee selected Reed
Smith LLP as counsel.


FAIRYTALE DAY CARE: Latest Plan Proposes to Pay 10% to IRS
----------------------------------------------------------
Fairytale Day Care, Inc., filed its latest disclosure statement,
which proposes to pay the Internal Revenue System $502.37 or 10% of
its general unsecured claim in the amount of $5,023.74.

The company had previously estimated the claim of IRS at $7,400.93,
and proposed to pay $740.09 to the agency.  

IRS will receive a monthly payment of $20.93 for a period of 24
months, according to the disclosure statement filed with the U.S.
Bankruptcy Court for the Eastern District of New York.

A copy of the disclosure, which explains Fairytale's proposed
restructuring plan, is available for free at https://is.gd/aFw3Wj

                    About Fairytale Day Care

Fairytale Day Care, Inc. filed a Chapter 11 Petition on May 29,
2015 (Bankr. E.D.N.Y. Case No. 15-42535), and is represented by
Alla Kachan, Esq., at the Law Offices of Alla Kachan, P.C.


FAMILY CHIROPRATIC: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Family Chiropractic Health
Centers, Corp., as of October 31, according to a court docket.

Family Chiropractic Health Centers, Corp., filed a Chapter 11
bankruptcy petition (Bankr. M.D. Fla. Case No. 16-08291) on
September 26, 2016, disclosing under $1 million in both assets and
liabilities. The Debtor is represented by David W. Steen, Esq., at
David W. Steen, P.A.



FANG YA ZHAO: Hale Buying Bradbury Property for $5.4 Million
------------------------------------------------------------
On Nov. 30, 2016 at 2:00 p.m., Judge Deborah Saltzman of the U.S.
Bankruptcy Court for the Central District of California will
convene a hearing to consider Fang Ya Zhao's sale of real property
located at 80 Sycamore Lane, Bradbury, California, to Richard T.
Hale and/or nominee for $5,362,500.

The objection deadline is not later than 14 days from the date of
service of notice.

On Oct. 24, 2016, the Debtor received the Buyer's counter offer for
$5,362,500.

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

       http://bankrupt.com/misc/Fang_Ya_Zhao_89_Sales.pdf

Based on the Debtor's opinion of the local real estate market and a
Zillow.com estimate, the market value of the property is
$6,568,000.

The administrative claims of the Law Offices of Michael Y. Lo are:

   a. Estimated Final Fee Application: $25,000; and
   b. Balance owed on Interim Order: $9,199

The secured claims are:

   a. JP Morgan Chase Bank, National Association (estimated amount
of lien and fees): $4,042,143; and

   b. Infiniti Financial Services: $1,843

The unsecured priority claims are:

   a. Internal Revenue Service (with 3% interest): $9,627; and

   b. Franchise Tax Board (with 3% interest): $1,885

The unsecured nonpriority claims are:

   a. American Express Bank, FSB: $3,178;

   b. Wells Fargo Bank, N.A.(A/C 619461466): $11,484; and

   c. Wells Fargo Bank, N.A.(A/C 619461642): $2,309

The lien will attach to the proceeds of the sale which will be
sufficient to pay all such liens.

The net proceeds of the sale will also be sufficient to pay all the
unsecured creditors (including unsecured priority claims and
unsecured nonpriority claims) 100% in the approximate amount of
$28,483, based on Proof of Claims.

The funds will be held in escrow subject to the Court's approval of
the final accounting.  All administrative claims, other secured
claims (car loan), unsecured priority claims and unsecured
non-priority claims will be paid through escrow.  The Debtor
expects an approximate $1,112,843 net to estate.

The terms and the conditions of the proposed sale, including the
price and all contingencies, are in the best interest of the
estate.

The Debtor has not been contacted by any potential over-bidders and
in the Debtor's best business judgment, there is no viable
alternative purchasers.

Fang Ya Zhao sought Chapter 11 protection (Bankr. C.D. Cal. Case
No. 15-18370) on May 26, 2015.

Counsel for the Debtor:

          Michael Y. Lo, Esq.
          Jonathan Lo, Esq.
          LAW OFFICES OF MICHAEL Y. LO
          506 North Garfield Avenue, Suite 280
          Alhambra, CA 91801
          Telephone: (626) 289-8838
          Facsimile: (626)380-3333
          E-mail: bklolaw@gmail.com


FAST REAL ESTATE: Selling Los Angeles Property for $2.2 Million
---------------------------------------------------------------
Fast Real Estate Solutions, LLC, asks the U.S. Bankruptcy Court for
the Central District of California to authorize the sale of the
sole asset of the estate which is real property located at 2542
Pesquera Drive in Los Angeles, California, to 2542 Pesquera Dr, LLC
("Pesquera LLC"), for $2,150,000.

A hearing on the Motion is set for Nov. 2, 2016 at 11:00 a.m.

The Debtor was formed to pursue opportunities and assist homeowners
as Southern California real estate emerged from the meltdown of the
mid 2000s.  It specialized in buying real estate and/or assisting
third parties in "flipping houses," that is, purchasing distressed
properties, improving and selling them.  At its peak, the Debtor
had flipped, or helped others to flip 5 properties and had 3
projects underway.

As the Debtor continued to try to compete in what was becoming an
increasingly competitive real estate market it began taking on
projects that required more development, i.e., adding square
footage to the residences rather than simple improvement or
restoration.  Unfortunately, the Debtor was (i) misinformed as to
the time and expense associated with taking a project through the
phase of permitting and entitlements and calculations of the cost
to sustain operations during this and the construction period; (ii)
had to extend loans to accommodate the longer time to commence and
accomplish construction at great expense and on largely extortive
terms; and (iii) had to terminate the agreement with a general
contractor who could not manage to pass city inspections while
another contractor quit for personal reasons. This combination of
issues and errors proved fatal for the Debtor's continued
successful operations.

As of the Petition Date, the Debtor had lost 2 of its last projects
in foreclosure and owned a single, remaining piece of real estate
on which demolition work had been performed but there were no funds
to restore the property to a condition for profitable sale and on
which a foreclosure sale was pending.

At the time the bankruptcy case was commenced Crosswinds Venture
Partners II, LP, the first secured creditor on the Property had a
foreclosure sale pending.  The Debtor had been marketing the
Property for sale and had entered into a Residential Purchase
Agreement with the principals of Pesquera LLC for them to purchase
the Property; however, Crosswinds was unwilling to continue the
foreclosure sale date to allow the sale to Pesquera LLC to close.

Teles Properties, Inc., was the broker retained to sell the
Property which was formally listed on the Multiple Listing Service
on June 22, 2016.  The initial listed price was $2,500,000.  The
assigned agent was Erik Brown ("realtor").  Once the Property was
listed on the MLS, Brown began extensive marketing efforts.  The
extensive marketing efforts generated intense interest resulting in
4 separate offers for the Property, each requiring dozens of hours
opening escrow, coordinating pre-close activities, and the like.
Unfortunately, each offer fell apart/was withdrawn from escrow
(due, in part, to the demolished condition of the interior and
exterior of the house and the high price).

Finally, Pesquera LLC tendered an offer that eventually developed
into the prospective sale.

On Aug. 16, 2016, the Debtor received an offer from Pesquera LLC.
After extensive negotiations, counter-offers, and addenda, the
parties reached an agreement to sell the Property to Pesquera LLC
for $2,000,000.  Escrow was opened on Aug. 24, 2016, but the
parties were unable to conclude the sale before the September 2nd
date of Crosswinds' pending foreclosure trustee sale and the
instant Chapter 11 bankruptcy case was commenced via an involuntary
petition filed on that day.  After the bankruptcy case was filed
Brown tried to persuade Pesquera LLC to increase their offer but,
instead Pesquera LLC refused and cancelled the escrow.

After Pesquera withdrew its offer Brown resumed marketing the
Property and received 3 verbal offers, but all were lower than the
$2,150,000 amount sought from Pesquera LLC.  On Sept. 19, 2016,
Pesquera LLC made a new offer, increasing the purchase price to
$2,150,000, which was enough to pay the Crosswind and the county
taxes in full, and allow partial payments to the junior lienholders
(who likely would not receive anything at a trustee's sale)
("Prospective Sale").

The Debtor accepted the Pesquera LLC's new offer.  Pesquera LLC
tendered a deposit of $15,000 and escrow was opened at Granite
Escrow in Sherman Oaks, California, on Sept. 24, 2016.  At this
point, the sale and escrow are pending until there is an order from
the Court authorizing the sale.

The Prospective Sale is a "short sale," all of the junior secured
creditors have agreed to accept a lesser amount than they are owed.
And in this case, other than Crosswind (which may be paid in
full), all of the junior creditors have told the Pesquera LLC they
will accept a lesser amount (rather than nothing at the trustee's
sale).

The Debtor and Pesquera LLC have entered into an Residential
Purchase Agreement ("Pesquera RPA").  The salient terms of the
Pesquera RPA are:

    a. Purchase Price: Pesquera LLC will pay $2,150,000 for the
Property;

    b. Deposit: Pesquera LLC has deposited $15,000 into an escrow
account with Granite Escrow & Settlement Services, the escrow
company selected by Debtor and Pesquera LLC to receive the funds
and distribute the proceeds of sale to the interested parties.  In
the event that Pesquera LLC does not succeed as the purchaser of
the Property the deposit will be returned to Pesquera LLC;

    c. Free & Clear: The sale of the Property to Pesquera LLC would
be on a free and clear basis;

    d. Written & Irrevocable: Pesquera LLC's bid is irrevocable
unless and until the Sale Procedure Motion is not granted;

    e. Good Faith Offer: Pesquera LLC's offer to purchase the
Property constitutes a good faith bona fide offer based upon the
fair market value of the Property as outlined above;

    f. Sale "As Is": The Prospective Sale is on an "as is, where
is" basis, in Pesquera LLC's decision to purchase the Property;

    g. No Fees: The Pesquera RPA does not include any break-up fee,
transaction fee or any similar type of payment; and

    h. Closing: The closing of a sale of the Property will occur in
the Granite offices within 72 hours of entry of the order granting
the Sale Procedure Motion.

A copy of the Pesquera RPA attached to the Motion is available for
free at:

      http://bankrupt.com/misc/Fast_Real_Estate_40_Sales.pdf

The Debtor believes the Prospective Sale yields the maximum sale
proceeds likely to be realized by the Estate and submits that the
Prospective Sale is the result of fair and reasonable procedures
under the facts and circumstances of this case and in the best
interest of the Estate.  Accordingly, the Debtor requests the Court
to approve the procedure and sale at the $2,150,000 amount.

The Purchaser can be reached at:

          2542 PESQUERA DR, LLC
          Los Angeles, CA 90049-1226

Proposed Counsel for the Debtor:

          Dana M. Douglas, Esq.
          11024 Balboa Blvd., No. 431
          Granada Hills, CA 91344

          Mailing Address:

          4712 Admiralty Way #1001
          Marina del Rey, CA 90292
          Telephone: (818) 360-8295
          Facsimile: (213) 270-9456
          E-mail: dana@danamdouglaslaw.com

                 About Fast Real Estate Solutions

Fast Real Estate Solutions, LLC, was formed to pursue opportunities
and assist homeowners as Southern California real estate emerged
from the meltdown of the mid 2000s.  It specialized in buying real
estate and/or assisting third parties in "flipping houses," that
is, purchasing distressed properties, improving and selling them.
At its peak, the company had flipped, or helped others to flip 5
properties and had 3 projects underway.

As it continued to try to compete in what was becoming an
increasingly competitive real estate market it began taking on
projects that required more development, i.e., adding square
footage to the residences rather than simple improvement or
restoration.  Unfortunately, the company was (i) misinformed as to
the time and expense associated with taking a project through the
phase of permitting and entitlements and calculations of the cost
to sustain operations during this and the construction period; (ii)
had to extend loans to accommodate the longer time to commence and
accomplish construction at great expense and on largely extortive
terms; and (iii) had to terminate the agreement with a general
contractor who could not manage to pass city inspections while
another contractor quit for personal reasons. This combination of
issues and errors proved fatal for the company's continued
successful operations.

Fast Real Estate Solutions, LLC, sought Chapter 11 protection
(Bankr. C.D. Cal. Case No. 16-21770) on Sept. 2, 2016.  Judge Sheri
Bluebond is assigned to the case.


FEFIFO LLC: Seeks to Hire Kelley & Clements as Legal Counsel
------------------------------------------------------------
Fefifo LLC seeks approval from the U.S. Bankruptcy Court for the
Northern District of Georgia to hire legal counsel in connection
with its Chapter 11 case.

The Debtor proposes to hire Kelley & Clements LLP to give legal
advice regarding the administration of its bankruptcy estate,
represent its interest in suits related to the case, and provide
other legal services.

The firm's partners and paraprofessionals will be paid $400 per
hour and $125 per hour, respectively.

Charles Kelley, Jr., Esq., at Kelley & Clements, disclosed in a
court filing that his firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Charles N. Kelley, Jr., Esq.
     Kelley & Clements LLP
     P.O. Box 2758
     Gainesville, GA 30503
     Phone: (770) 531-0007
     Email: ckelley@kelleyclements.com

                        About Fefifo LLC

Fefifo LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N. D. Ga. Case No. 16-22175) on October 27, 2016.  

At the time of the filing, the Debtor estimated assets and
liabilities of less than $1 million.


FIRST CAR PRO: Seeks to Hire Paul E. Gifford as Legal Counsel
-------------------------------------------------------------
First Car Pro Auto Sales, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to hire legal
counsel in connection with its Chapter 11 case.

The Debtor proposes to hire the Law Offices of Paul E. Gifford,
Chartered to give legal advice regarding its duties under the
Bankruptcy Code, negotiate with creditors in the preparation of a
bankruptcy plan, and provide other legal services.

Paul Gifford, Esq., disclosed in a court filing that he and his
firm do not represent any interest adverse to the Debtors or their
bankruptcy estates.

The firm can be reached through:

     Paul E. Gifford, Esq.
     Law Offices of Paul E. Gifford, Chartered
     1975 East Sunrise Boulevard, Suite 506
     Fort Lauderdale, FL 33304
     Phone: 954-525-0702
     Fax: 954-524-4009
     Email: paulegiffordesq@gmail.com

                 About First Car Pro Auto Sales

First Car Pro Auto Sales LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 16-21209) on August
14, 2016.  The Debtor is represented by Paul E. Gifford, Esq., at
the Law Offices of Paul E. Gifford, Chartered.


FIRST PENTECOSTAL: Taps Gorski & Knowlton as Legal Counsel
----------------------------------------------------------
First Pentecostal Prayer of Faith Church Inc. seeks approval from
the U.S. Bankruptcy Court for the District of New Jersey to hire
legal counsel in connection with its Chapter 11 case.

The Debtor proposes to hire Gorski & Knowlton, PC to assist in the
sale of its assets, give legal advice regarding the restructuring
of its estate, and provide other legal services.

Allen Gorski, Esq., and Carol Knowlton, Esq., the attorneys
designated to represent the Debtor, will be paid $400 per hour for
their services.  The hourly rate of paralegals is $175.

Mr. Gorski disclosed in a court filing that his firm is
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.

The firm can be reached through:

     Allen I. Gorski, Esq.
     Gorski & Knowlton, PC
     311 Whitehorse Ave., Suite A
     Hamilton, NJ 08610
     Phone: (609)964-4000
     Fax: (609)585-2553
     Email: agorski@gorskiknowlton.com

                     About First Pentecostal

First Pentecostal Prayer of Faith Church Inc. sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No.
16-30354) on October 25, 2016.  The petition was signed by Bishop
Arthur C. Naylor, senior pastor.  

The case is assigned to Judge Michael B. Kaplan.

At the time of the filing, the Debtor disclosed $2.68 million in
assets and $3.86 million in liabilities.


FORESIGHT ENERGY: Moody's Raises CFR to Caa1; Outlook Stable
------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
Foresight Energy, LLC to Caa1 from Caa2, as well as the probability
of default rating (PDR) to Caa1-PD from Caa2-PD, and the senior
secured rating to B3 from Caa1.  The speculative grade liquidity
rating of SGL-3 remains unchanged.  The outlook is stable.

Issuer: Foresight Energy, LLC

Upgrades:

  Probability of Default Rating, Upgraded to Caa1-PD from Caa2-PD
  Corporate Family Rating, Upgraded to Caa1 from Caa2
  Senior Secured Bank Credit Facilities, Upgraded to B3 (LGD3)
   from Caa1 (LGD3)

Outlook Actions:
  Outlook, Remains Stable

                          RATINGS RATIONALE

The upgrade of Foresight's ratings reflects reduced risks and
uncertainties previously stemming from potential liquidity issues
at Murray Energy Corporation.  On Nov. 1, 2016, Moody's upgraded
the ratings of Murray Energy, which owns a significant interest in
Foresight, to Caa2 from Ca, reflecting the company's proposal to
refinance a near-term maturity, thereby improving its liquidity
position.

In 2015 Foresight's parent company sold 34% of its general partner
interest and 50% of the limited partner interest to Murray Energy
Corporation.  Christopher Cline, the founder of Foresight, and his
affiliates retained an approximately 66% general partner interest
and an approximately 36% limited partner interest, with the balance
of limited partner units publicly traded.

On Aug. 30, 2016, Foresight announced that it has completed an
out-of-court restructuring of more than $1.4 billion in
indebtedness pursuant to the terms of its previously executed and
announced transaction support agreements.  The restructuring
resolved the previously alleged events of default related, among
other things, to a December 2015 Delaware Chancery Court
determination that Murray Energy Corporation's acquisition of an
interest in Foresight Energy GP LLC triggered a change of control
provision in the unsecured 2021 Senior Notes, and the company
failing to make its interest payments due in 2016.

The CFR continues to capture the company's position as the lowest
cost underground producer in the Illinois Basin, ample reserves,
multiple transportation options, access to export markets, the
stable domestic customer base of large, scrubbed coal plants and an
attractive contracted position.  The ratings are further supported
by our view that Illinois Basin remains the better positioned coal
region in the US.  The ratings are constrained by the company's
geographical and operational concentration as an Illinois Basin
producer with four underground mining complexes.  Moody's expects
Debt/ EBITDA, as adjusted to approach 7x in 2016 but to decline
below 6x upon a convertible note redemption in 2017.

The speculative grade liquidity rating of SGL-3 reflects our
expectation of adequate liquidity, which includes $45 million in
cash as of June 30, 2016, Moody's expectation of positive free cash
flows, and roughly $100 million expected to be available under the
amended revolver.

The B3 rating on the senior secured facility reflects its priority
position ahead of second-lien debt with respect to claim on
collateral.  The rating also reflects the higher expected recovery
in the event of distress.

The stable outlook reflects Moody's expectation that the company
will maintain its strong position in a basin that will continue to
increase its market share even as the overall US coal market
declines.

The ratings could be upgraded if the company's Debt/ EBITDA, as
adjusted, were expected to be maintained below 5x on a sustained
basis.

A downgrade could result if leverage were to persist above 6x or
liquidity were to deteriorate.

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



FOREST CITY: Moody's Withdraws B1 Senior Unsecured Debt Rating
--------------------------------------------------------------
Moody's Investors Service has withdrawn Forest City Enterprises,
LP's senior unsecured debt, debt and preferred stock shelf ratings.
There are no remaining ratings for any Forest City entities.

The following ratings were withdrawn

   -- Senior Unsecured debt at B1

   -- Senior Unsecured shelf at (P) B1

   -- Senior Subordinate shelf at (P) B2

   -- Junior Subordinate shelf at (P) B2

   -- Preferred stock shelf at (P) B3

RATINGS RATIONALE

Moody's has withdrawn the rating for its own business reasons.


FRED FULLER: Nov. 21 Meeting Set to Form Creditors' Panel
---------------------------------------------------------
William K. Harrington, Acting United States Trustee for Region 1,
will hold an organizational meeting on Nov. 21, 2016, at 2:00 p.m.
in the bankruptcy case of Fred Fuller Oil & Propane Co., Inc.

The meeting will be held at:

               Sec. 341 Meeting Room
               1000 Elm Street
               Suite 702
               Manchester, NH 03101

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

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

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

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

                       About Fred Fuller Oil

Hudson, New Hampshire-based Fred Fuller Oil & Propane Co., Inc.,
was the largest heating oil company in the state, serving about
30,000 New Hampshire customers.

It sought Chapter 11 protection (Bankr. D. N.H. Case No.
14-12188)in Manchester, New Hampshire, on Nov. 10, 2014. Fredrick
J. Fuller, the president, signed the bankruptcy petition.

The Debtor estimated $10 million to $50 million in assets and debt.
The Nov. 10, 2014 court filing shows that the Debtor has about
$13.5 million in debt.

William S. Gannon, Esq., at William S. Gannon PLLC, in Manchester,
serves as counsel to the Debtor.

On Feb. 12, 2015, the Office of the U.S. Trustee appointed a
three-member Official Committee of Unsecured Creditors.  The
Committee selected Brinkman Portillo Ronk, APC, as its counsel with
Deming Law Office acting "of counsel."

                          *     *     *

The Court on Nov. 26, 2014, entered an order authorizing the Debtor
to sell substantially all assets to Rymes Heating Oil, Inc. The
Order called for Rymes to assume the liability and responsibility
for performing the Debtor's liabilities under the "Pre-Buy/Budget
Contracts," and to deliver fuel to their homes without further
cost. Under the purchase and sales agreement as approved by the
Court, Rymes assumed the liabilities for employee vacation and sick
pay; delivered a promissory note for $3.645 million to Sprague; and
delivered a promissory note to the estate in the amount
of$275,000.

Rymes also agreed to pay Raymond Green up to $2.5 million. Also
sold through the sale process were assets belonging to Mr.
Frederick Fuller, or non-debtor entities he controlled. Disputes
over what was intended to be Rymes' or the Debtor's responsibility
under the sale continue to remain, and the estate is poised to
bring litigation against Rymes in the very near future.


FUNCTION(X) INC: Incurs $63.7 Million Net Loss in Fiscal 2016
-------------------------------------------------------------
Function(x) Inc. filed with the Securities and Exchange Commission
its annual report on Form 10-K disclosing a net loss of $63.68
million on $4.51 million of revenues for the year ended June 30,
2016, compared to a net loss of $78.53 million on $5.67 million of
revenues for the year ended June 30, 2015.

As of June 30, 2016, Function(x) had $23.03 million in total
assets, $48.21 million in total liabilities, $4.94 million in
series C convertible redeemable preferred stock and a total
stockholders' deficit of $30.11 million.

BDO USA, LLP, in New York, NY, issued a "going concern"
qualification on the consolidated financial statements for the year
ended June 30, 2016, noting that the Company has suffered recurring
losses from operations and at June 30, 2016, has a deficiency in
working capital that raise substantial doubt about its ability to
continue as a going concern.

"We have been notified by NASDAQ that our stock may be delisted
because we have failed to comply with the continuing listing
requirements of NASDAQ.  If we are unable to regain compliance, our
stock will be delisted.  As a result, liquidity in our stock could
be impaired, and our stock price will likely decline," the Company
stated in the report.

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

                     https://is.gd/ycehgQ

                     About Function(x)Inc.

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


FUNCTION(X) INC: Presented at Sidoti & Company Conference
---------------------------------------------------------
Birame N. Sock, the president and chief operating officer, and
Julie Gerola, the chief marketing officer, of Function(x) Inc.,
presented at the Sidoti & Company Emerging Growth Convention on
Nov. 1, 2016.  A copy of the presentation is available at:

                    https://is.gd/1v5ioe

                    About Function(x)Inc.

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

As of June 30, 2016, Function(x) had $23.03 million in total
assets, $48.21 million in total liabilities, $4.94 million in
series C convertible redeemable preferred stock and a $30.11
million total stockholders' deficit.

The Company incurred a net loss of $63.68 million for the year
ended June 30, 2016, compared to a net loss of $78.53 million for
the year ended June 30, 2015.

BDO USA, LLP, in New York, NY, issued a "going concern"
qualification on the consolidated financial statements for the year
ended June 30, 2016, citing that the Company has suffered recurring
losses from operations and at June 30, 2016, has a deficiency in
working capital that raise substantial doubt about its ability to
continue as a going concern.


GABEL LEASE: Seeks to Hire Adams Brown as Accountant
----------------------------------------------------
Gabel Lease Service, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Kansas to hire an accountant.

The Debtor proposes to hire Adams, Brown, Beran & Ball, Chtd. to
prepare tax returns, provide general financial analysis, and
prepare certain financial documents.  The firm will be paid an
hourly rate of $250.

John Cross, a certified public accountant employed with Adams,
disclosed in a court filing that the firm does not hold or
represent any interest adverse to the Debtor's bankruptcy estate.

The firm can be reached through:

     John E. Cross
     Adams, Brown, Beran & Ball, Chtd.
     545 N. Woodlawn
     Wichita, KS 67208
     Phone: (316)683-2067
     Fax: (316)683-2822
     Email: jcross@abbb.com

                   About Gabel Lease Service

Gabel Lease Service, Inc., operates as a roustabout company in and
around Ness City, Kansas.  GLS also sells pumping units to
customers.  Due to the current economic climate, GLS's business
suffered a significant decrease in cash flow.  The drop in
oil-and-gas prices has decreased the frequency in which GLS
provides roustabout services to customers and decreased the number
of customers willing to purchase pumping units from GLS.

Early 2016, Larson Engineering, Inc., d/b/a Larson Operating Co.,
filed suit against GLS in Ness County District Court, alleging that
it purchased 28 Gabel pumping units in 2008 and 2009 from GLS and
took delivery of only 5 pumping unit over a 5-year period.
Eventually, on Dec. 7, 2015, Larson claims it demanded the delivery
of the remaining units and filed suit when GLS failed to do so.

Facing the Larson Suit and other cash-flow problems, Gabel Lease
Service filed a Chapter 11 petition (Bankr. D. Kan. 16-11948), on
Oct. 5, 2016.  The case is assigned to Judge Robert E. Nugent.  The
petition was signed by Brian Gabel, president.  The Debtor is
represented by Nicholas R. Grillot, Esq., at Hinkle Law Firm, LLC.

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


GREENVILLE REALTY: Wants to Use Wells Fargo Cash Collateral
-----------------------------------------------------------
Greenville Realty Associates, L.P. seeks authority from the U.S.
Bankruptcy Court for the Eastern District of Texas to use of the
cash collateral of Wells Fargo Bank N.A.

The Debtors' business consists of the ownership and operation of an
apartment complex in Greenville, Texas.

The Debtor contends that it must have cash to make payroll and to
pay other immediate expenses to keep its doors open.

The Debtor's proposed November 2016 Budget projects total expenses
of $54,150.

Wells Fargo asserts a lien on, among other things, the rents
generated by the Debtor from operation of its business.

The Debtor proposes to grant Wells Fargo with replacement liens.

A full-text copy of the Debtor's Motion, dated November 1, 2016, is
available at https://is.gd/5nFkIp

Greenville Realty Associates, L.P. is represented by:

          Eric A. Liepins, Esq.
          Eric A. Liepins, P.C.
          12770 Coit Road, Suite 1100
          Dallas, Texas 75251
          Telephone: (972) 991-5591
          Telecopier: (972) 991-5788


                       About Greenville Realty

Greenville Realty Associates, L.P. filed a Chapter 11 petition
(Bankr. E.D. Tex. Case No. 16-41993), on October 31, 2016.  The
Debtor is represented by Eric A. Liepins, Esq., Eric A. Liepins,
P.C.  


GRM BAY WASH: Hearing on Plan Disclosures Approval Set For Jan. 10
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland has
scheduled for Jan. 10, 2017, at 10:00 a.m., the hearing to consider
the adequacy of GRM Bay Wash, LLC, and GRM Bay Wash of DelMarva,
LLC's disclosure statement referring to the Debtor's plan of
reorganization dated Sept. 24, 2016.

Objections to the Disclosure Statement must be filed by Nov. 30,
2016.

As reported by the Troubled Company Reporter on Oct. 13, 2016, the
Debtors filed with the Court a joint disclosure statement outlining
their Plan of Reorganization, which  provides that in full and
complete satisfaction, discharge and release of the Class 10 and
Class 3 Claims, the allowed Unsecured Claims will receive Cash
Distributions from cash flow anticipated to represent a minimum of
10% of their face amount of the allowed claims in pro rata
distribution on their allowed amount over 60 months from the
Effective Date in adjustable monthly installments.  This dividend
may increase should reserves exist; however, this 10% will act as a
minimum cash disbursement for allowed unsecured claims.

GRM Bay Wash, LLC (Case No. 15-26725) and GRM Bay Wash of DelMarva,
LLC (Case No. 15-26727) sought Chapter 11 protection (Bankr. D.
Md.) on Dec. 1, 2015.  The petition was signed by Gary R.
Middleton, managing member.  GERM Bay Wash estimated both assets
and debts at $1 million to $10 million.  GRM Bay Wash of DelMarva
estimated assets at $0 to $50,000 and liabilities at $500,000 to $1
million.  John Douglas Burns, Esq., at the Burns Law Firm LLC
serves as the Debtor's counsel.


HAGERSTOWN BLOCK: Can Use Ameriserv Cash Collateral Until Jan. 31
-----------------------------------------------------------------
Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the
District of Maryland authorized The Hagerstown Block Company and
Hagerstown Concrete Products, Inc., to use cash collateral through
Jan. 31, 2017.

Ameriserv Financial Bank consented to the Debtors' use of its cash
collateral.

The Debtors are indebted to Ameriserv Financial Bank by virtue of a
$998,000 Promissory Note and a $300,000 Promissory Note.  The
indebtedness is secured by all the Debtors' inventory, chattel
paper, accounts, equipment and general intangibles, and all their
proceeds.

Pursuant to the Interim Order, Ameriserv Financial Bank is granted
replacement liens, to the extent that the Debtors' use of cash
collateral results in a diminution of the Bank's collateral
position as it existed on the Petition Date.

The Debtors are directed, among others, to file all monthly
operating reports on or before the 20th day of every month, and
continue maintaining their escrow account at Ameriserv Financial
Bank.

A full-text copy of the Interim Order, dated Oct. 31, 2016, is
available at
http://bankrupt.com/misc/HagerstownBlock2016_1619881_36.pdf

Ameriserv Financial Bank is represented by:

          Roger Scholssberg, Esq.
          SCHOLSSBERG, MASTRO & SCANLAN
          18421 Henson Boulevard, Suite 201
          Hagerstown, MD 21742
          E-mail: rschlossberg@schlosslaw.com

            About The Hagerstown Block Company

The Hagerstown Block Company and Hagerstown Concrete Products,
Inc., filed Chapter 11 petitions (Bankr. D. Md. Case Nos. 16-19880
and 16-19881), on July 22, 2016.  The petitions were signed by Doy
C. Sneckenberger, president.  The Debtors are represented by James
A. Vidmar, Jr., Esq. at Yumkas, Vidmar, Sweeney & Mulrenin, LLC.
The cases are assigned to Judge Thomas J. Catliota and Judge
Wendelin I. Lipp, respectively.  At the time of filing, each Debtor
estimated assets and liabilities at $1 million to $10 million.


HAGGEN HOLDINGS: Wants to Move Plan Filing Period to February 1
---------------------------------------------------------------
HH Liquidation, LLC, f/k/a Haggen Holdings, LLC, and its affiliated
debtors ask the U.S. Bankruptcy Court to extend by additional 90
days the periods during which only the Debtors may file a chapter
11 plan and solicit acceptances through and including February 1,
2017, and  April 3, 2017, respectively.

The Debtors explain that all throughout these chapter 11
proceedings, their management and professionals have devoted
significant time to preserving and maximizing the value of the
Debtors' estates, stabilizing business operations and ensuring a
smooth transition of the Debtors' operations into chapter 11, while
also pursuing a strategic divestiture of their assets, all of which
will ultimately be for the benefit of all stakeholder.

Since the filing of the Fourth Exclusivity Motion, the Debtors
have, among other things:

     (a) continued to reconcile claims, address the various
responses related to omnibus claims objections, and negotiate with
the holders of the largest general unsecured claims against the
Debtors in an effort to reach a consensual resolution to such
claims.

     (b) continued to work with various lease and contract
counterparties to consensually resolve, when possible, cure
objections adjourned in connection with Non-Core Stores Sale, and
obtained entry of an order rejecting additional executory contracts
and unexpired leases of the Debtors;

     (c) worked with Albertson's to identify additional executory
contracts to be assumed and assigned to Albertson's in connection
with the Core Stores Sale;

     (d) entered into a settlement agreements with Supervalu Inc.
and Supervalu Holdings, Inc. resolving any claims Supervalu had or
may have had under the applicable agreements between the Debtors
and Supervalu, which settlement was approved by an order of the
Court entered on September 30, 2016;

     (e) obtained approval of the "Fuel Order," granting debtor HH
Liquidation, LLC authority to cause its non-debtor subsidiary, HH
Fuel, LLC to monetize its assets;

     (f) continued the process of structuring and negotiating a
chapter 11 plan with the Debtors’ key constituents, and
finalizing the documentation for post-sale reconciliations with
Albertson's;

Due to these tasks that the Debtors have been consumed with to
date, the Debtors have not had sufficient time to work with
interested parties in these chapter 11 cases to determine whether
the Debtors can propose a viable chapter 11 plan.

Now, the Debtors have finished closing the Core Stores Sale and are
currently focusing their efforts on working with interested parties
to bring these chapter 11 cases to an orderly conclusion.  At this
stage, an extension of the Exclusive Periods will allow the Debtors
to work with these parties to determine whether they can pursue a
consensual or, at a minimum, a viable chapter 11 plan, which will
ultimately be to the benefit of all of the various constituencies.


Alternatively, allowing any party in interest to propose a plan
would foster a chaotic environment for the Debtors and their
estates, significantly delay these chapter 11 cases, and otherwise
impair the Debtors' ability to successfully conclude these cases,
without any corresponding benefit to the Debtors' estates,
creditors, employees, customers, and other stakeholders.

A hearing will take place on December 13, 2016 at 10:00 a.m.  Any
objections to the Motion must be filed on or before November 16,
2016.

                              About Haggen Holdings

Headquartered in Bellingham, Washington, Haggen was founded in 1933
as a single grocery store.  From 1933 to 2014, Haggen grew into a
30 store family-run grocery chain, with stores located in the
northwestern United States.  From 2011 to 2014, Haggen reduced its
store base to 18, including a stand-alone pharmacy location.

Haggen rapidly expanded in 2014 and 2015, and, as of the Petition
Date, Haggen owned and operated 164 stores through three operating
companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco
South, LLC.

Haggen Holdings, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to
15-11879) on Sept. 8, 2015, with the intention of reorganizing, or
selling as a going concern, their stores for the benefit of their
creditors.

The petitions were signed by Blake Barnett, the chief financial
officer.

The Debtors estimated assets of $50 million to $100 million and
estimated liabilities of $10 million to $50 million.

Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors'
local counsel.  Stroock & Stroock & Lavan LLP serves as the
Debtors' general counsel.  Alvarez & Marsal North America, LLC,
acts as the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.

T. Patrick Tinker, assistant U.S. Trustee for Region 3, appointed
seven creditors to the official committee of unsecured creditors.
Pachulski Stang Ziehl & Jones LLP serves as counsel to the
Committee.  Giuliano, Miller & Company, LLC, serves as tax advisors
to the Committee.

                             *     *     *

Following the sale of core assets, Haggen Holdings LLC changed its
name to HH Liquidation, LLC.


HECK INDUSTRIES: Unsecureds To Recoup 58%-100% Under Ch. 11 Plan
----------------------------------------------------------------
Heck Industries, Inc., and Heck Enterprises, Inc., filed with the
U.S. Bankruptcy Court for the Middle District of Louisiana a
disclosure statement for the Debtors' joint plan of reorganization
dated Oct. 26, 2016.

Under the Plan, Class 5 General Unsecured Claims are impaired, with
an estimated percentage recovery of either 58% if Option 1 is
chosen or 100% if Option 2 is chosen.

Each holder of an allowed Class 5 General Unsecured Claims,
estimated at $1,364,265.52, will have the right to choose to have
their General Unsecured Claims satisfied under one of two options
to be selected by the holder on the ballot it casts to accept or
reject the Plan within the deadline set by the Court for voting on
the Plan.  

If no selection is made, the holder will be deemed to have selected
Option 1 -- acceptance of one-time cash payment equal to 58% of
allowed amount of General Unsecured Claim.  This is the default
option if no timely selection of Option 2 is made by the holder of
a General Unsecured Claim.  On or as soon after the Effective Date
as practical but in no event later than 10 days after its
occurrence, holders of allowed Class 5 Claims choosing Option 1
(whether affirmatively or by default) will receive a one-time cash
payment to be distributed by counsel for the Debtors equal to 58%
of the allowed amount of the General Unsecured Claim in full and
final satisfaction of the General Unsecured Claim.  Upon the tender
of cash payment to the holder, any remaining balance due by the
Debtors to the holder for the allowed General Unsecured Claim will
be deemed fully paid, satisfied and discharged.  The holder of a
General Unsecured Claim selecting Option 1 (whether affirmatively
or by default) which has not been allowed as of the initial payout
date, will be entitled to receive the one-time cash payment as
provided under Option 1 on or before 10 days after such claim is
finally allowed.

Option 2 -- full payment of allowed amount of General Unsecured
Claim in deferred payments -- must be timely, affirmatively
selected by the holder of a General Unsecured Claim.  The holders
of allowed General Unsecured Claims that timely, affirmatively
exercise Option 2 will be satisfied pursuant to the terms of
unsecured notes in the form of note, which will be issued on or as
soon after the Effective Date as practical but in no event later
than 10 days after its occurrence.  Generally, those terms are: (i)
an unsecured note will be issued to each qualifying Option 2 holder
of an allowed General Unsecured Claim for the full principal amount
of the holder's allowed General Unsecured Claim.  The principal
will be payable in equal quarterly installments of principal and
interest accruing from the Effective Date until paid at a rate of
4% per annum until paid in 28 quarterly installments, with the
first installment being due and payable on or before March 31,
2017, and subsequent quarterly installments being due and payable
on the last business day of June, September, and December of that
year and on the same days each year thereafter until the  unsecured
note has been paid in full.   The Debtors reserve the right to
prepay any and all amounts due to the holders of allowed General
Unsecured Claims selecting Option 2.  Any Option 2 claimant owed
more than $50,000 on its unsecured note as of Jan. 1 of each
calendar year following Confirmation will have the right to request
in writing a copy of the Debtors' financial statements for the
previous calendar year as same are prepared and presented to the
Holder of the Class 1 claim.  Any Option 2 claimant making the
request and receiving a copy of the financial statements will be
deemed to have agreed to maintain the confidentiality of such
financial statements and not to disseminate them, copies of them,
or the information contained with them to third parties except for
the purpose of collection of amounts due to the Option 2 claimant
under the unsecured note.

On and after the Effective Date, the Reorganized Debtors will
continue to own and operate its business.  Future monthly payments
due to the holders of Class 1, 2, 3, 4, 6 and 7 claims and to
holders of allowed Class 5 claim selecting Option 2 as required by
the Plan will be made by the Reorganized Debtors from revenues
derived from those business operations.  Unless already paid, the
immediate cash payments due to the holders of Allowed Class 5
claims selecting Option 1 as well as cash payment due to the
holders of allowed Class 1 and 2 claims will be paid from the BP
claim proceeds currently being held in trust by Debtors' counsel as
well as from the Debtors' cash on hand and proceeds of any sales of
the Debtors' assets which have occurred during  the pendency of
this case and which proceeds have not been distributed as of the
occurrence of the Effective Date.  On and after the Effective Date,
the Reorganized Debtors may operate its business, may use, acquire
and dispose of property, may retain, compensate and pay any
professionals or advisors, and compromise or settle any causes of
action, claims or interests without supervision of or approval by
the Bankruptcy Court and free and clear of any restrictions of the
Bankruptcy Code or the Bankruptcy Rules other than restrictions
expressly imposed by the Plan and the Confirmation court order.
After payment of all required initial one-time cash payments due
under this Plan to Class 1, 2 and 5 claims selecting Option 1, the
remaining BP claim proceeds will be released to the Debtors by
Debtors' counsel to be used as working capital and to fund
distributions or dividends to Class 8 interests subject to the
conditions precedent for same as set forth in the Plan.

The Disclosure Statement is available at:

          http://bankrupt.com/misc/lamb16-10516-369.pdf

The Plan was filed by the Debtors' counsel:

     Noel Steffes Melancon, Esq.
     William E. Steffes, Esq.
     STEFFES, VINGIELLO & McKENZIE, LLC       
     13702 Coursey Boulevard, Building 3       
     Baton Rouge, Louisiana 70817       
     Tel: (225) 751-1751       
     Fax: (225) 751-1998       
     E-mail: nsteffes@steffeslaw.com

                       About Heck Industries

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

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

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

                     About Heck Enterprises

Heck Enterprises, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M. D. La. Case No. 16-10514) on April 29,
2016.  The petition was signed by Wallace E. Heck, Jr., president
and chief executive officer.  The Debtor is represented by Noel
Steffes Melancon, Esq., Barbara B. Parsons, Esq., and William E.
Steffes, Esq., at Steffes, Vingiello & McKenzie, LLC.  The case is
assigned to Judge Douglas D. Dodd.  At the time of the filing, the
Debtor estimated its assets and debts at $1 million to $10 million.


HIGHLAND ACQUISITION: Moody's Assigns B2 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) and B2-PD Probability of Default Rating (PDR) to Highland
Acquisition Holdings, LLC ("Highland"). Highland is the parent
holding company of HealthSun, a Florida-based healthcare provider
and HMO. At the same time, Moody's assigned B2 ratings to the
company's proposed first lien senior secured credit facility, which
includes a $450 million senior secured term loan and a $25 million
revolving credit facility. This is the first time Moody's has rated
Highland. The rating outlook is stable. All ratings are subject to
Moody's review of final documentation.

Proceeds from the term loan, along with cash equity, will be used
to fund the acquisition of the HealthSun businesses by private
equity sponsor Summit Partners, L.P.

Ratings Assigned:

   Highland Acquisition Holdings, LLC

   -- Corporate Family Rating at B2

   -- Probability of Default Rating at B2-PD

   -- Senior secured first lien revolving credit facility expiring

      2021 at B2 (LGD 3)

   -- Senior secured first lien term loan due 2023 at B2 (LGD 3)

   -- The outlook is stable.

RATINGS RATIONALE

Highland's B2 Corporate Family Rating reflects HealthSun's
significant geographic concentration, reimbursement risk,
moderately high financial leverage, and small size relative to
other healthcare providers and HMO competitors. Pro-forma for this
transaction, Moody's estimates that adjusted debt to EBITDA will be
approximately 3.9x as of June 30, 2016. The rating is supported by
the firm's solid operating margins and good cash flow generation,
as well as its strong reputation that will drive continued growth
in plan membership in its very localized Florida market.

The stable outlook reflects Moody's expectation that Highland will
reduce financial leverage to a range of 3.3 to 3.5 times
debt/EBITDA within the next 12-18 months through a combination of
earnings growth and modest debt repayment. The stable outlook also
reflects Moody's expectation that the company will be free cash
flow positive and maintain good liquidity at its health clinic
operating subsidiaries.

The ratings could be upgraded if credit metrics improve and
financial leverage is lowered such that adjusted debt to EBITDA is
sustained below 3.0 times. The company would also need to
effectively manage its growth as it increases its scale and
achieves greater geographic diversity.

The ratings could be downgraded if the company is unable to sustain
adjusted leverage below 4.0 times over the next 12 to 18 months, if
free cash flow turns negative, or liquidity deteriorates.
Furthermore, a downgrade could also result in the face of negative
reimbursement changes.

The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.

Based in Coconut Grove, Florida, HealthSun is an operator of
medical clinics and a Health Maintenance Organization in two
Florida counties. The company has 36,000 Medicare Advantage members
in the south Florida counties of Miami-Dade and Broward. The
company operates HealthSun Health Plans, its own HMO, as well as
clinics branded as WellMax and Pasteur that are exclusively for
members of its HMO. The company's network extends to clinics
operated by outside parties, which offer varying levels of
exclusivity in serving plan members. Pro forma revenues are
approximately $744 million for the 12 months ended June 30, 2016.


HIGHLAND ACQUISITION: S&P Assigns 'BB-' Counterparty Credit Rating
------------------------------------------------------------------
S&P Global Ratings said that it assigned its 'BB-' long-term
counterparty credit and senior secured debt ratings to Highland
Acquisition Holdings LLC (HealthSun).  The outlook is stable.  At
the same time, S&P assigned its 'BB-' debt rating to the new
seven-year $450 million senior secured term-loan B due 2023 and
five-year $25 million senior secured credit revolver due 2021.  The
company will use the proceeds to fund the acquisition.

"The ratings reflect HealthSun's satisfactory business risk profile
and weak financial risk profile," said S&P Global Ratings credit
analyst Hema Singh.

Summit Partners L.P., a Boston–based private-equity firm, certain
co-investors and affiliates have entered into a definitive
agreement to acquire HealthSun, a group of related companies that
includes a health maintenance organization (HMO), HealthSun Health
Plans; WellMax Health Delivery Networks LLC and Pasteur Medical
Holdings LLC, two primary care provider groups; and other smaller
noninsurance operations.

South Florida-based HealthSun has developed a growing market
position in the government-sponsored managed Medicare Advantage
(MA) market in southern Florida, which an integrated network of
wholly owned primary care clinics supports.  The HMO was awarded
4.5 stars by Medicare for 2016 and 2017.  The Medicare segment
includes a HMO for MA and dual-eligible beneficiaries, which are
those who qualify for both Medicaid and Medicare.  The group is
expected to report total revenues of over $800 million while
serving about 36,000 members in 2016.  S&P expects revenue to grow
more than 10% over the next two years.

S&P's counterparty credit rating on HealthSun is also constrained
by its concentration of revenue in government-sponsored health care
programs, which exposes the company to adverse funding, regulatory,
and legislative developments.

The stable outlook reflects S&P's view that HealthSun group will
maintain its market position in the government-sponsored health
care market and report EBIT ROR in the 14%-16% range, with at least
a steady two-thirds profit contribution from its noninsurance
business segment.  S&P expects HealthSun to use a significant
amount of its net income for optional debt repayment to de-lever to
the mid-20% threshold in S&P's three-year base-case scenario, and
EBITDA fixed-charge coverage to be in the 7x–9x range.  Over the
next 12 months S&P expects financial leverage to be about 45%.

S&P could lower the ratings if there is no year-over-year
deleveraging and the company adopts a more-aggressive financial
policy with financial leverage materially above 40% for longer than
the next 12 months.  S&P may also lower the ratings if EBIT ROR
declines to less than 10% in the next 12 months.

There is a low likelihood for a rating upside within the next 12
months.  S&P would consider a higher rating if HealthSun manages
its long-term financial leverage below 40% or substantially expands
its geographic presence and scale.


HIGHLANDS OF DYERSBURG: Seeks Approval to Use Cash Collateral
-------------------------------------------------------------
The Highlands of Dyersburg, LLC asks the U.S. Bankruptcy Court for
the Western District of Tennessee for authorization to use cash
collateral.

The Debtor operates a 123-bed skilled nursing facility located at
350 East Tickle Street, Dyersburg, Tennessee, whose activities are
centered on the delivery of long term healthcare and skilled
nursing care to individual patient residents of the Debtor.  

The Debtor relates that it requires the use of cash collateral to
pay wages, maintenance expenses, utility expenses, rent, and
insurance premiums related to the facility, among other things.
The Debtor further relates that without the use of cash collateral,
it would have no option but to shut down operations.  The Debtor
adds that cessation of operations would mean that it would have to
transfer approximately 91 patients from the facilities where they
are receiving excellent care and would cause Debtor to lose 119
employees, residents and good will, and the value of Debtor's
business would be greatly diminished.

The Debtor is indebted to Capital Finance, LLC in the approximate
amount of $2,799,000.  The indebtedness is secured by the proceeds
of certain accounts receivable of the Debtor and the Debtor's cash
on hand and in bank accounts.

The Debtor asserts that the value of the collateral securing the
debt up to its total line of credit of $3 million, including the
accounts receivable, equipment and immovable property, exceeds $4
million.  The Debtor further asserts that no adequate protection is
needed since Capital Finance maintains a large equity cushion.  The
Debtor anticipates that it will close on a financing agreement with
a debtor-in-possession lender which will pay Capital Finance in
full.

A full-text copy of the Debtor's Motion, dated November 1, 2016, is
available at https://is.gd/JwxLXg


                  About The Highlands of Dyersburg, LLC

The Highlands of Dyersburg, LLC dba The Highlands of Dyersburg
Health & Rehab filed a Chapter 11 petition (Bankr. W.D. Tenn. Case
No. 16-12308), on October 31, 2016.  The petition was signed by
Denny R. Barnett, chief manager.  The case is assigned to Judge
Jimmy L. Croom.  The Debtor's counsel is Ruthie M. Hagan, Esq., at
Baker, Donelson, Bearman, Caldwell & Berkowitz, PC.  At the time of
filing, the Debtor estimated assets and liabilities at $1 million
to $10 million each.


HIGHLANDS OF MEMPHIS: Wants to Use Capital Finance Cash Collateral
------------------------------------------------------------------
The Highlands of Memphis, LLC asks the U.S. Bankruptcy Court for
the Western District of Tennessee for authorization to use cash
collateral.

The Debtor operates a 180-bed skilled nursing facility located at
3549 Norriswood Avenue, Memphis, Tennessee, whose activities are
centered on the delivery of long term healthcare and skilled
nursing care to individual patient residents of the Debtor.

The Debtor relates that it seeks only to use cash collateral on an
interim basis to continue the operation of Debtor’s business to
the extent necessary to avoid immediate and irreparable harm to the
Debtor and, more importantly, the frail and elderly residents of
the Facility.

The Debtor tells the Court that without the use of cash collateral,
the Debtor would have no option but to shut down operations, which
would mean that the Debtor would have to transfer 131 patients from
the facilities where they are receiving excellent care and would
cause Debtor to lose 159 employees, residents and good will, and
the value of Debtor's business would be greatly diminished.

The Debtor contends that Capital Finance, LLC, may claim a security
interest in certain accounts receivable and the cash on hand in
bank accounts of the Debtor.  The Debtor's indebtedness to Capital
Finance is approximately $2,799,000.

The Debtor maintains that the value of the collateral allegedly
securing the debt up to its total line of credit of $3 million,
including the accounts receivable, equipment and immovable
property, exceeds $4 million.

The Debtor asserts that no adequate protection is needed since
Capital Finance maintains a large equity cushion.  The Debtor
anticipates that it will close on a financing agreement with a
debtor-in-possession lender which will pay Capital Finance in full.


A full-text copy of the Debtor's Motion, dated November 1, 2016, is
available at https://is.gd/4gfzoh


                    About The Highlands of Memphis, LLC        

The Highlands of Memphis, LLC dba The Highlands of Memphis Health &
Rehab is a Tennessee limited liability company whose activities are
centered on the delivery of long term healthcare and skilled
nursing care to individual patient residents of the Debtor.

The Debtor filed a Chapter 11 petition (Bankr. W.D. Tenn. Case No.
16-30025), on October 31, 2016.  The petition was signed by Denny
R. Barnett, chief manager.  The case is assigned to Judge David S.
Kennedy.  The Debtor's counsel is Ruthie M. Hagan, Esq., at Baker,
Donelson, Bearman, Caldwell & Berkowitz, PC.  At the time of
filing, the Debtor estimated assets and liabilities at $1 million
to $10 million each.


HILL-ROM HOLDINGS: S&P Raises Rating on Unsecured Debt to 'BB'
--------------------------------------------------------------
S&P Global Ratings revised its recovery ratings on Hill-Rom
Holdings Inc.'s issue-level debt after S&P revised its assumptions
around the proportion of EBITDA generated by guarantor versus
non-guarantor subsidiaries.  Based on S&P's analysis, it lowered
its senior secured issue-level rating on Hill-Rom Holdings to
'BBB-' from 'BBB' and revised S&P's recovery rating on this debt to
'2' from '1'.  The recovery rating of '2' indicates S&P's
expectation for substantial recovery (70%-90%; upper half of the
range) on these obligations in the event of a payment default.

At the same time, S&P raised its issue-level rating on the
company's unsecured debt to 'BB' from 'BB-'and revised S&P's
recovery rating on this debt to '5' from '6'.  The recovery rating
of '5' indicates S&P's expectation for modest recovery (10%-30%;
upper half of the range) on these obligations in the event of a
payment default.

S&P's revised analysis now assumes that the split between EBITDA
generated at guarantor versus non-guarantor entities is 85% and 15%
respectively, with the latter being further segmented into half
having a 65% stock pledge and the other half having a 0% stock
pledge.  Because S&P now assumes that a portion of EBITDA is
generated at entities that have only a partial or zero stock pledge
in favor of the senior secured lenders, S&P now believes that the
unsecured lenders would generate some recovery in a bankruptcy
scenario.

S&P's 'BB+' corporate credit rating on Hill-Rom, a beds, surfaces,
and surgical medical products provider, is unaffected as S&P's view
of the business risk and financial risk remain the same.  The
former incorporates a high concentration in beds, but diversifying
product mix as the company looks to expand through inorganic growth
strategies.  The latter incorporates S&P's view that leverage will
remain between 3.5x and 4.0x for 2016 and subsequent years.

RATINGS LIST

Hill-Rom Holdings Inc.
  Corporate Credit Rating     BB+/Stable/--

Downgraded; Recovery Ratings Revised
                             To               From
Hill-Rom Holdings Inc.
  Senior Secured              BBB-             BBB
  Recovery Rating            2H               1

Upgraded; Recovery Ratings Revised
                             To               From
Hill-Rom Holdings Inc.
  Senior Unsecured            BB               BB-
  Recovery Rating            5H                6


HORSHAM VALLEY GOLF: Wants Plan Filing Period Moved to January 2
----------------------------------------------------------------
Horsham Valley Golf Club requests the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania to extend the exclusive period
during which only the Debtor may file a plan of reorganization,
from current date of Nov. 2, 2016 to Jan. 2, 2017, and extend the
exclusive period during which only the Debtor may solicit
acceptances of such plan from the current date of Jan. 2, 2017 to
March 3, 2017.

The Debtor relates that its efforts to reorganize is focused on
selling and maximizing the value of 7 real property lots in the
Final Subdivision Plans for Horsham Valley Estates located in
Horsham, Pennsylvania, and, by doing so, satisfying the liens and
indebtedness on the Real Property.

However, the combined effect of the Quiet Title Action pending in
the Court of Common Pleas of Montgomery County Pennsylvania in the
matter styled "Royal Bank America v. Horsham Valley Golf Club, et
al., No. 2016-06883", including the filed lis pendens, as well as
the judgment in the amount of $1,567,006 against the Debtor in the
matter styled "Royal Bank America v. Horsham Valley Golf Club, et
al., No. 2016-07311," before the Court of Common Pleas of
Montgomery County Pennsylvania, effectively prevented the Debtor
from selling the Lots and ultimately precipitated the filing of the
within bankruptcy case.

The Debtor has expended its time and efforts to adequately market
and sell its Lots while attempting to negotiate with various
creditors or creditor groups with the goal of proposing and seeking
confirmation of a consensual plan of reorganization.

In addition, the Debtor is exploring options to recover obligations
owed to it by Chesapeake Bay Golf Club LP and Chesapeake Bay Golf
Club West LP, its co-obligors of the HRC debt, As the Debtor moves
forward with selling and maximizing the value of the Lots.

The Debtor believes that the requested extension of exclusivity
periods will afford it with the time required to finalize this
process and allow it to move forward with a plan that provides for
the maximum return to its creditors.

                              About Horsham Valley

Horsham Valley Golf Club sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Pa. Case No. 16-14764) on July 5,
2016.  The petition was signed by Harry C. Barbin, III, partner.
The case is assigned to Judge Eric L. Frank.  At the time of the
filing, the Debtor estimated assets and liabilities at $1 million
to $10 million.


IDERA INC: Moody's Affirms B3 Corporate Family Rating
-----------------------------------------------------
Moody's Investors Service affirmed Idera, Inc.'s B3 Corporate
Family Rating ("CFR") and B3-PD Probability of Default Rating
("PDR"). Concurrently, Moody's assigned a B2 rating to the
company's proposed first lien term loan and revolving credit
facility and a Caa2 rating to the proposed second lien term loan.
The rating action follows Idera's announcement of plans to
refinance its existing debt structure and return approximately $100
million of capital to its shareholders, resulting in a moderate
increase in total leverage from current levels. Moody's will
withdraw the existing ratings on the company's first and second
lien credit facilities upon completion of the planned financing.
The outlook remains stable.

Moody's affirmed the following ratings:

   -- Corporate Family Rating-B3

   -- Probability of Default Rating-B3-PD

Moody's assigned the following ratings:

   -- Senior Secured First Lien Revolving Credit Facility expiring

      2021, B2 (LGD3)

   -- Senior Secured First Lien Term Loan due 2023, B2 (LGD3)

   -- Senior Secured Second Lien Term Loan due 2024, Caa2 (LGD6)

   -- Outlook is Stable

RATINGS RATIONALE

The B3 CFR reflects the credit risks associated with Idera's
relatively small revenue base and narrow market focus, high
debt/EBITDA leverage (Moody's adjusted), and acquisitive growth
strategy. Pro forma for a pending dividend distribution to
shareholders, LTM debt/EBITDA stood at nearly 7.0x as of June 30,
2016, but is expected to approach the low 6x level by the end of
FY17 (ending March) as the full realization of cost synergies from
the purchase of Embarcadero Technologies, Inc. ("Embarcadero") last
year drives meaningful expansion in Idera's profitability. The
rating also factors in the potential for the company to pursue
incremental shareholder distributions and additional acquisitions
over the intermediate term which could constrain deleveraging
efforts. However, the risks associated with Idera's credit profile
are partially offset by the company's largely recurring revenue
base and a wide-ranging product suite that helps database and
system administrators and other application users improve the
overall availability and performance of their information
technology (IT) systems.

Idera's adequate liquidity position is supported by $11 million of
pro forma cash on the company's balance sheet as of September 30,
2016 as well as Moody's expectation of more than $10 million of
free cash flow generation (excluding dividends) in the coming year.
The company's liquidity is further bolstered by an undrawn $25
million revolving credit facility which is subject to a springing
covenant that is not expected to be in effect over the next 12-18
months, as excess availability should remain above minimum levels.

The stable ratings outlook reflects Moody's projection for
mid-single digit pro forma annual top-line growth over the coming
year as Idera benefits from expanding new license sales and
revenues recover from prior year weakness related to the strategic
shift in the sales model for the company's CodeGear product suite.
Concurrently, the full realization of cost synergies from the
Embarcadero integration is expected to drive meaningful expansion
in Idera's profitability during this period.

What Could Change the Rating - Up

The ratings could be upgraded if Idera adheres to conservative
financial policies and effectively expands revenues and EBITDA such
that adjusted leverage and FCF/debt are expected to be sustained
under 6x and at about 5%, respectively.

What Could Change the Rating - Down

The ratings could be downgraded if revenue contracts materially
from current levels and the company begins to generate free cash
flow deficits leading to expectations for diminished liquidity.

The principal methodology used in these ratings was Software
Industry published in December 2015.

Idera, owned by TA Associates, is a database-centric software
provider with complementary performance monitoring and application
development tools, serving approximately 20,000 customers
worldwide.




IDERA PHARMACEUTICALS: Incurs $12.9M Net Loss in Third Quarter
--------------------------------------------------------------
Idera Pharmaceuticals, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $12.90 million on $323,000 of alliance revenue for the three
months ended Sept. 30, 2016, compared to a net loss of $11.36
million on $20,000 of alliance revenue for the three months ended
Sept. 30, 2015.

For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $39.21 million on $918,000 of alliance revenue compared
to a net loss of $36.56 million on $59,000 of alliance revenue for
the same period last year.

As of Sept. 30, 2016, Idera had $58.47 million in total assets,
$8.60 million in total liabilities and $49.87 million in total
stockholders' equity.

"We require cash to fund our operating expenses and to make capital
expenditures.  Historically, we have funded our cash requirements
primarily through the following:

  * sale of common stock, preferred stock and warrants and warrant

    exercises;

  * debt financing, including capital leases;

  * license fees, research funding and milestone payments under  
    collaborative and license agreements; and

  * interest income.

"We have an effective shelf registration statement on Form S-3 that
permits us to offer and sell, as of October 28, 2016, up to an
additional $61,300,000 of securities in one or more offerings."

As of Sept. 30, 2016, the Company had approximately $53,418,000 in
cash, cash equivalents and investments, a net decrease of
approximately $33,739,000 from Dec. 31, 2015.  Net cash used in
operating activities totaled $32,949,000 during the nine months
ended September 30, 2016, reflecting our $39,211,000 net loss for
the period, as adjusted for non-cash income and expenses, including
stock-based compensation, depreciation and amortization expense and
accretion of investment premiums.  Net cash used in operating
activities also reflects changes in the Company's prepaid expenses,
accounts payable, accrued expenses and other liabilities and the
recognition of deferred revenue.

The $28,605,000 net cash provided by investing activities during
the nine months ended Sept. 30, 2016, reflects proceeds from the
maturity of $29,946,000 of available-for-sale securities, which are
investments that the Company does not have the positive intent to
hold to maturity at the time of purchase, and proceeds from the
sale of $1,974,000 of available-for-sale securities, partially
offset by the purchase of $2,946,000 of available-for-sale
securities and payments for the purchase of $369,000 in property
and equipment.

The $88,000 net cash used in financing activities during the nine
months ended Sept. 30, 2016, reflects $193,000 in payments on our
note payable, partially offset by $111,000 in net proceeds from
employee stock purchases under the Company's 1995 Employee Stock
Purchase Plan, or ESPP.

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

                      https://is.gd/tkiXa6  

                           About Idera

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

Idera reported a net loss of $48.6 million in 2015 following a net
loss of $38.6 million in 2014.  The Company also reported a net
loss of $18.2 million in 2013 and $19.2 million in 2012.


IMPACT VENTURES: Is Insolvent, In Sale Talks With WWE
-----------------------------------------------------
Jason Diamond at Rolling Stone, citing filings released to the
public in October 2016, reports that TNA President and Smashing
Pumpkins frontman Billy Corgan's lawsuit against the company has
revealed that TNA wrestling is unable to pay back debts and is
apparently in talks to be sold to WWE.  Mr. Corgan filed an
injunction arguing that he should be granted full control of TNA,
saying that he made a loan agreement to TNA chairwoman Dixie
Carter, who in turn pledged 100% of her equity interest in the
company, Rolling Stone relates.

"Impact Ventures is insolvent," Mr. Corgan's lawsuit stated. "Its
liabilities exceed the value of its assets, and Impact Ventures is
unable to pay its debts as they come due in the ordinary course of
business."

TNA made its debut in 2004 on Fox Sports Net in the aftermath of
the "Monday Night Wars" that saw Vince McMahon and WWE buy his
competition, Ted Turner's WCW in 2001 and ECW in 2003, says Rolling
Stone.  Although an indie wrestling company, TNA Impact! was
broadcast on network television, thus making it a new rival to
McMahon's empire.

A rival, sure, but maybe more a thorn in the side of WWE, the
report states.  While the ratings couldn't quite compare, TNA was
founded by Jeff Jarrett, a wrestler who has a real-life rivalry
with McMahon that is said to extend beyond wrestling storylines.
According to the report, TNA also became a home for former WWE
superstars Jeff and Matt Hardy, Kurt Angle, Hulk Hogan and also
helped make others like current-WWE Champion A.J. Styles a hot
property.

There was talk earlier last month that TNA, along with popular
indie Ring of Honor, was in talks with the WWE to strike up some
sort of partnership where the promotions would have their shows
broadcast on the WWE Network, a deal that some saw as a win-win for
the bigger WWE who would be getting viewers who prefer indie
wrestling to the big muscles and pyrotechnics of Monday Night Raw
and also the smaller indie promotions looking for a bigger
audience, Rolling Stone relates.

According to Rolling Stone, Mr. Corgan's lawsuit stated that the
WWE is looking to buy TNA assets, with a big focus on the company's
video library.  Whether or not they'd want to continue the program
or poach any of the talent was not mentioned, the report says.
Although anybody who knows their wrestling history recalls that
while there was hope that WCW and ECW would remain in some capacity
(and ECW did stick around as its own thing until 2010), eventually
the WWE folded up shop on both promotions, and the best of both of
them are distant memories you can access on the WWE Network, adds
Rolling Stone.

Impact Ventures is the parent company of TNA Wrestling and IMPACT
WRESTLING.


INTEGRITY MILLWORK: Seeks to Hire David Schroeder as Legal Counsel
------------------------------------------------------------------
Integrity Millwork, Inc. and The Millwork Shoppe Inc. filed
separate applications seeking approval from the U.S. Bankruptcy
Court for the Western District of Missouri to hire legal counsel.

The Debtors propose to hire David Schroeder Law Office, P.C. to
give legal advice regarding their duties under the Bankruptcy Code,
negotiate with creditors, assist in the preparation of a bankruptcy
plan, and provide other legal services.

David Schroeder, Esq., will be paid an hourly rate of $300 while
paralegals will be paid $75 per hour for their services.

Mr. Schroeder disclosed in a court filing that he and his firm do
not hold or represent any interest adverse to that of the Debtors'
bankruptcy estates.

The firm can be reached through:

     David E. Schroeder, Esq.
     David Schroeder Law Office, P.C.
     1524 E. Primrose, Suite A
     Springfield, MO 65804
     Phone: (417)890-1000

                    About Integrity Millwork

Integrity Millwork, Inc. and The Millwork Shoppe Inc.  manufacture
and sell residential and commercial cabinetry, moulding and trim,
and operate their business from a leased space located at 2115 N.
Sports Complex Lane, Nixa, Missouri.

The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W. D. Mo. Case Nos. 16-61061 and 16-61064) on October
27, 2016.  

At the time of the filing, Integrity Millwork estimated assets of
less than $100,000 and liabilities of less than $1 million.
Meanwhile, Millwork Shoppe estimated assets and liabilities of less
than $1 million.


ISAM HIJAZI: East Boston To Get $1,045.60 Per Month For 30 Years
----------------------------------------------------------------
Isam Hijazi filed with the U.S. Bankruptcy Court for the District
of Massachusetts a fourth amended disclosure statement regarding
the Debtor's fourth amended Chapter 11 plan of reorganization.

Under the Fourth Amended Plan, Class 2 East Boston Savings Bank
Claim -- $189,349.62 -- will be treated as secured in the amount of
$189,349.62 .  As to the secured portion, the claim will be paid at
an interest rate of 5.25% per annum based upon a 30-year
amortization schedule and maturing 30 years from the Effective
Date.  Accordingly, the monthly payment will be $1,045.60.  All
other terms and conditions of the non-conflicting applicable
pre-petition loan documents will remain unchanged.  The claimant
will send Debtor the IRS Form 1098 and all other tax forms
annually.  Further, the claimant will report all payments made by
Debtor to the credit reporting agencies.  Class 2 is impaired.

The Fourth Amended Disclosure Statement is available at:

          http://bankrupt.com/misc/mab15-13903-123.pdf

Isam Hijazi, a self-employed general contractor residing in
Mashpee, Massachusetts, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Case No. 15-13903) on Oct. 8,
2015.  Michael Van Dam, Esq., at Van Dam Law LLP serves as the
Debtor's bankruptcy counsel.


J2 GLOBAL: Planned EVDY Deal No Impact Moody's B1 CFR
-----------------------------------------------------
Moody's Investors Service said j2 Global Inc.'s ("j2" or "the
company") plan to acquire Everyday Health, Inc. ("EVDY") does not
impact the company's B1 corporate family rating. EVDY operates a
portfolio of healthcare focused digital assets as well as other
healthcare marketing and communications solutions. The $465 million
purchase is expected to be funded partially with incremental debt
along with cash from the balance sheet. The debt component will be
funded by drawing on a new revolving credit facility. This will
result in only a modest increase to leverage and does not
materially affect the company's credit metrics which remain strong
for the B1 rating category. j2 will commence a tender offer to
acquire all of the outstanding shares of Everyday Health in early
November with the deal expected to close in the beginning of
December. Following completion of the acquisition, EVDY would be a
subsidiary of Ziff Davis, LLC., j2's digital media subsidiary.

j2 continues to look for ways to grow its digital media business as
a means to diversify away from its legacy internet fax business.
Earlier this year, the company placed a bid to buy Gawker's
portfolio of digital assets out of bankruptcy. j2 was outbid,
opening the door for management to pursue other options. Although
j2 lost out on a deal which could have been accretive to earnings,
by not increasing its offer, the company highlighted its
disciplined approach to M&A. The EVDY transaction is valued at
nearly 10x expected 2016 EBITDA; however, the company expects the
multiple using forecasted 2017 EBITDA to be under 6x, reflecting
the high growth profile of the EVDY assets and j2's value based M&A
philosophy. The acquisition improves the company's scale and
provides incremental revenue diversity as the pro-forma digital
media business would represent over 40% of consolidated revenues.

RATINGS RATIONALE

j2 Global Inc.'s B1 corporate family rating reflects its strong
credit metrics including low leverage, high coverage ratios,
healthy margins, strong revenue growth, and very good liquidity.
With very low capital intensity, the company has strong cash flows
and typically maintains a large cash balance with a relatively
conservative financial policy that allocates most of its capital to
investments to grow the business. These strengths are offset by
execution risks related to the company's aggressive expansion into
new business segments with a weaker margin profile than the
company's legacy offerings. Moody's also have concerns about the
long-term viability of its internet fax business. With new digital
platforms providing alternate ways to send documents and key
patents expiring, the company's competitive position in the
electronic fax market is at risk of weakening despite its
stickiness given its low price point and functional value. While it
is a declining mix of the revenues, the business still represents
around 35% of total revenues and the large majority of operating
income. In addition, the company's efforts to reduce its exposure
to the fax business has weakened a number of strong metrics
including EBITDA margins, leverage, free cash flow to debt, and
interest coverage, over the last five years. Additionally, the
company is now less geographically diversified with nearly 70% of
revenues (based by subsidiary) generated in the US.


JEJP LLC: Needs Until May 2017 to File Plan of Reorganization
-------------------------------------------------------------
JEJP, LLC, d/b/a Precision Machined Products, requests the U.S.
Bankruptcy Court for the Southern District of Texas to extend the
deadline whereby only the Debtor may file a Plan of Reorganization
from November 19, 2016 until May 19, 2017.

The Debtor is in the business of manufacturing high end oil field
parts primarily for the larger oil and gas companies in the United
States.  In August and September of 2016, the Debtor moved out of
the leased facility and into a facility owned by the principals of
the Debtor.  However, the Debtor is still in the process of
installing some of the equipment and bringing it "online" in order
to be fully functional.

Although the price of oil has finally appeared to stabilize in the
range of $50 per barrel and the Debtor's customers are beginning to
place orders in such quantities that the Debtor can once again be a
profitable entity, however, the Debtor anticipates it will take
until March of 2017, before the Debtor will not require partner
contributions and experience a positive cash flow.

The Debtor asserts that these factors constitute cause for allowing
the Debtor for an additional six months to propose a feasible
Chapter 11 Plan:

     (a) the Debtor is moving forward towards profitability - the
sheer size and volume of the Debtor's machinery caused the move to
take 60 days to accomplish and it is still setting up the machinery
for production which used up the majority of the Exclusivity
Period;

     (b) with the price of oil stabilizing around $50 per barrel,
the Debtor is beginning to receive orders for parts that will allow
the Debtor to attain profitability by March of 2017;

     (c) the Debtor's principals, Jesus Finol and Elias Abdallah,
in addition to being the debtor-in-possession lenders, are also
working part time for the Debtor at no compensation; and

     (d) Paul Williams, the President of the Debtor, is working
full time for the Debtor with no compensation.

                  About JEJP, LLC d/b/a Precision Machined
Products

JEJP, LLC dba Precision Machined Products filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 16-33646) on July 22, 2016.
The petition was signed by Paul Williams, chairman. The Debtor is
represented by Julie Mitchell Koenig, Esq., at Cooper & Scully,
PC.

The case is assigned to Judge David R. Jones.  The Debtor estimated
assets at $50,000 to $100,000 and liabilities at $1 million to $10
million at the time of the filing.

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 JEJP, LLC.


JOSE LUIS CRESPO LORENZO: DS Okayed; Jan. 13 Plan Hearing Set
-------------------------------------------------------------
Judge Edward Godoy approved the Disclosure Statement in support of
the Chapter 11 Plan proposed by the Chapter 11 trustee in the
estate of Jose Luis Crespo Lorenzo as containing "adequate
information."

A hearing for the confirmation of the Plan has been scheduled for
Jan. 13, 2017, at 9:30 a.m., in San Juan, Puerto Rico.

Written objections to the Plan should be filed 14 days before the
Confirmation Hearing.

As reported in the Sept. 27, 2016 edition of the TCR, Wigberto
Lugo-Mender, the Chapter 11 Trustee of the bankruptcy estate of
Jose Luis Crespo Lorenzo, has filed a Chapter 11 plan that states
that in order to provide funds for the Debtor's
intended reorganization, the Chapter 11 Trustee has determined
that
the best alternative for all parties in interest is to:

     -- use the funds in possession to pay allowed administrative
and unsecured claims filed in the case; and

     -- turn over the commercial properties encumbered by the
claim
filed by Banco Popular, now ROSAN, INC.

The Chapter 11 Trustee purports that it will be in the best
interest of allowed unsecured creditors that the administration of
these two stations be turned over to the secured creditor and that
the funds currently available be distributed at the least cost
possible to the allowed creditors of this estate.

General unsecured claims (Class 5) are estimated to total
$9,092,836.  Creditors under the class will receive a lump sum
payment of all proceeds deposited in the Chapter 11 Trustee
account
no. 8648 in Banco Santander resulting after full payment of
allowed
claims classified under Class 1 administrative claims, Class 6
claim of Mr. Lorenzo, and priority claims pursuant to 11 U.S.C.
Sec. 507(a)(8) of the Code, as these are defined in the Plan of
Reorganization.  Each member of Class 5 holding an allowed claim
will receive a pro-rata distribution of the lump sum amount
distribution within 30 days from the effective date, as per the
Schedule Payments under the Plan of Reorganization.

A copy of the Disclosure Statement is available for free at:

   http://bankrupt.com/misc/prb14-04720_338_DS_JLC_Lorenzo.pdf

                 About Jose Luis Crespo Lorenzo

Jose Luis Crespo Lorenzo owns two gas service stations: one located
at Malpaso Ward, Aguada, Puerto Rico, and another at Guanabanos
Ward, Aguada, Puerto Rico.

Jose Luis Crespo Lorenzo filed for Chapter 11 bankruptcy protection
(Bankr. D.P.R. Case No. 14-04720) on June 9, 2014, and was
represented by Jose Ramon Cintron.  On June 23, 2016, Alberto
Lozada Colon, Esq., assumed the legal representation of the
Debtor.

On Aug. 20, 2015, Wigberto Lugo-Mender, Esq. was named Chapter 11
Trustee of the Debtor.


KAISER GYPSUM: Seeks to Employ Jones Day as Counsel
---------------------------------------------------
Kaiser Gypsum Company, Inc., asks the Bankruptcy Court for an order
authorizing them to employ Jones Day as counsel.

The Debtors anticipate that Jones Day will render general legal
services to the Debtors as needed throughout the course of the
chapter 11 cases, including, without limitation, bankruptcy,
environmental, finance, general corporate, litigation, real estate,
and tax advice.  In particular, the Debtors anticipate that Jones
Day will perform, among others, these legal services:

    a. advising the Debtors regarding their rights, powers and
duties in continuing to operate and manage their respective
businesses and properties under chapter 11 of the Bankruptcy Code;

    b. preparing on behalf of the Debtors all necessary and
appropriate applications, motions, proposed orders, other
pleadings, notices, schedules and other documents, and reviewing
all financial and other reports to be filed in these chapter 11
cases;

    c. advising the Debtors concerning, and preparing responses to,
applications, motions, other pleadings, notices and other papers
that may be filed by other parties in these chapter 11 cases and
appearing on behalf of the Debtors in any hearings or other
proceedings relating to those matters;

    d. advising the Debtors with respect to and assisting in the
negotiation and documentation of, financing and cost sharing
agreements;

    e. advising the Debtors regarding their ability to initiate
actions to collect and recover property for the benefit of their
estates;

    f. advising and assisting the Debtors in connection with any
asset dispositions;

    g. advising and assisting the Debtors in negotiations with the
Debtors' stakeholders;

    h. advising the Debtors concerning executory contract and
unexpired lease assumptions, assignments and rejections;

    i. advising the Debtors in connection with the formulation,
negotiation and promulgation of any plan or plans of
reorganization, and related transactional documents;

    j. assisting the Debtors in reviewing, estimating and resolving
claims asserted against the Debtors' estates;

    k. commencing and conducting litigation that is necessary and
appropriate to assert rights held by the Debtors, protect assets of
the Debtors' chapter 11 estates or otherwise further the goal of
completing the Debtors' successful reorganization;

    l. providing non-bankruptcy services for the Debtors to the
extent requested by the Debtors, including, among others, advice
related to mergers and acquisitions and corporate governance; and

    m. performing all other necessary and appropriate legal
services in connection with the chapter 11 cases for or on behalf
of the Debtors.

Subject to the Court's approval, Jones Day intends to: (a) charge
for its legal services on an hourly basis in accordance with the
ordinary and customary hourly rates in effect on the date services
are rendered and (b) seek reimbursement of actual and necessary
out-of-pocket expenses.  Jones Day will be compensated at its
standard hourly rates, which are based on the professionals' level
of experience, less a 7% discount.  At present, the standard hourly
rates charged by Jones Day range as follows:

     Partners        $675 to $1,200
     Counsel         $425 to $800
     Associates      $375 to $750
     Paralegals          $275

Gregory M. Gordon, Esq., at partner at Jones Day, assures the Court
that his firm has no connections with the creditors, any other
party in interest, their respective attorneys and accountants, the
United States Trustee or any person employed in the office of the
United States Trustee.

The firm can be reached at:

         Gregory M. Gordon, Esq.
         JONES DAY
         2727 N. Harwood Street
         Dallas, Texas 75201
         Tel: (214) 220-3939
         Fax: (214) 969-5100

                      About Kaiser Gypsum

Kaiser Gypsum Company, Inc. and affiliate Hanson Permanente Cement,
Inc. sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. W.D.N.C. Case Nos. 16-31602 and 16-10414) on Sept. 30,
2016.  The petitions were signed by Charles E. McChesney, II,
vice-president and secretary.  

The companies are represented by Rayburn Cooper & Durham P.A. and
Jones Day.

At the time of the filing, the companies estimated their assets and
liabilities at $100 million to $500 million.  

Kaiser's principal business consisted of manufacturing and
marketing gypsum plaster, gypsum lath and gypsum wallboard.  The
company has no current business operations other than managing its
legacy asbestos-related and environmental liabilities.  The company
has no material tangible assets.

HPCI's primary business was the manufacture and sale of Portland
cement products.  It is a wholly-owned, indirect subsidiary of
non-debtor Lehigh Hanson, Inc.

HPCI is the direct parent of Kaiser Gypsum as well as non-debtor
Hanson Micronesia Cement, Inc. and non-debtor Hanson Permanente
Cement of Guam, Inc., the operating subsidiaries. Non-debtor
Permanente Cement Company, which has no assets or operations, is
also a wholly-owned subsidiary of HPCI.


KALOBIOS PHARMACEUTICALS: Amends SPA with Acqua Wellington, et al.
------------------------------------------------------------------
KaloBios Pharmaceuticals, Inc., entered into a Securities Purchase
Agreement with Black Horse Capital LP, Black Horse Capital Master
Fund Ltd., Cheval Holdings, Ltd., and Nomis Bay LTD on April 1,
2016.  Pursuant to the SPA, the Company issued an aggregate of
7,624,643 shares of its common stock to the Initial Purchasers.

The Company understands that pursuant to subsequent assignments,
certain of these shares and rights of the Initial Purchasers under
the SPA related thereto were assigned to Acqua Wellington
Opportunity, LP and H&M Ventures II LLC.  Under the original terms
of the SPA, the Company was required to:

   * use commercially reasonable efforts to cause a registration
     statement registering the resale by the Purchasers of the
     shares issuable under the SPA to be declared effective by the

     SEC no later than Dec. 27, 2016;

   * keep the registration statement effective until all of the
     shares issued pursuant to the SPA are eligible for resale by
     the Purchasers without volume restrictions under an exemption

     from registration under the Securities Act; and

   * issue additional shares of common stock to the Purchasers in
     an amount equivalent to 10.0% of the shares originally
     purchased under the SPA that are then held by the Purchasers,
     if the registration statement had not been declared effective

     by Dec. 27, 2016, and any of the shares issued pursuant to
     the SPA are not eligible to be sold under Rule 144, during
     each subsequent thirty day period (or portion thereof) until
     the registration statement is declared effective.

On Oct. 28, 2016, the Company and the Purchasers entered into an
amendment to the SPA, which now requires the Company to file a
resale registration statement by Jan. 10, 2017, and cause it to
become effective no later than March 31, 2017.  The requirement to
issue additional shares to the Purchasers if effectiveness of the
resale registration statement is delayed beyond March 31, 2017,
will not be implicated until April 1, 2017.

                 About KaloBios Pharmaceuticals

Based in South San Francisco, Calif., KaloBios Pharmaceuticals,
Inc., is a biopharmaceutical company focused on the development of
monoclonal antibody therapeutics.

KaloBios Pharmaceuticals (Nasdaq: KBIO) on Dec. 29, 2015, filed a
voluntary petition for bankruptcy protection under Chapter 11 of
Title 11 of the United States Bankruptcy Code (Bankr. D. Del. Case
No. 15-12628).

The Company was represented by Eric D. Schwartz of Morris,
Nichols, Arsht & Tunnell.

Six months after its bankruptcy filing, KaloBios emerged from
Chapter 11 bankruptcy and has also acquired the rights from Savant
Neglected Diseases LLC to develop benznidazole for the treatment
of Chagas disease.


KEY ENERGY: Seeks to Hire Epiq as Claims Agent
----------------------------------------------
Key Energy Services, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to hire Epiq Bankruptcy
Solutions, LLC as its claims and noticing agent.

The services to be provided by the firm include overseeing the
distribution of notices, and the processing and docketing of proofs
of claim filed in the Chapter 11 cases of Key Energy and its
affiliates.

The firm's professionals and their hourly rates are:

     Clerical/Admin Support             $25 - $45    
     Case Manager                       $50 - $80
     IT/Programming                     $65 - $90
     Senior Case Manager/Director      $70 - $150
       of Case Management             
     Consultant/Senior Consultant     $145 - $170    
     Director/VP Consulting           $170 - $195
     Executive VP – Solicitation             $200
     Executive VP – Consulting             Waived
     Communications Counselor                $350
   
Bradley Tuttle, vice-president of Epiq, 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:

     Bradley J. Tuttle
     Epiq Bankruptcy Solutions, LLC
     824 N. Market Street, Suite 412
     Wilmington, DE 19801
     Tel: +1 302-574-2600

                         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, Inc."
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.


KLN STEEL: Case Summary & 7 Unsecured Creditors
-----------------------------------------------
Debtor: KLN Steel Products Company, LLC
        2 Winnco Dr.
        San Antonio, TX 78218

Case No.: 16-34323

Chapter 11 Petition Date: November 2, 2016

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Hon. Stacey G. Jernigan

Debtor's Counsel: Frank Jennings Wright, Esq.
                  COATS ROSE, P.C.
                  14755 Preston Road, Suite 600
                  Dallas, TX 75254
                  Tel: (972) 788-1600
                  Fax: (972) 239-0138
                  E-mail: bankruptcy@coatsrose.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kelly O'Donnell, president.

A copy of the Debtor's list of seven unsecured creditors is
available for free at http://bankrupt.com/misc/txnb16-34323.pdf


KRISHNA ASSOCIATES: Plan Confirmation Hearing Set for Nov. 29
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas will
convene a hearing on Nov. 29, 2016, at 9:30 a.m., to consider
confirmation of the Chapter 11 Plan proposed by Krishna Associates
LLC.

The Debtor's Disclosure Statement in support of the Plan was
approved by the Court in mid-October 2016.

Written objections to the Plan must be filed with the Court by Nov.
11, 2016.

Ballots for the Plan should be served with the Debtor's counsel at
12770 Coit Road, Suite 541, Dallas, Texas 75251 or by email to
bill@wpaynelaw.com or at Fax No. (972)628-4905 no later than Nov.
16.

As previously reported by The Troubled Company Reporter, the Plan
provides that holders of Class 7 Unsecured Claims, estimated at
$102,071, will be paid on a pro rata basis of all remaining cash
generated by the sale or liquidation of other unencumbered assets
like Chapter 5 actions.  Remaining cash refers to funds left after
the payment of all claims identified in Classes 1-6.

                    About Krishna Associates

Headquartered in Texarkana, Texas, Krishna Associates, LLC, owns
Country Inn and Suites and an adjacent vacant lot in Texarkana,
Texas.  The Company is owned and managed by Texarkana doctor Hiren
Patel.  Krishna Associates sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Tex. Case No. 15-50148) on Nov. 3,
2015.  The petition was signed by Hiren Patel, president.  At the
time of the filing, the Debtor estimated assets and debt at $1
million to $10 million.


LA4EVER LLC: Has Until Nov. 30 to Use SSLF Cash Collateral
----------------------------------------------------------
Judge Ann M. Nevins of the U.S. Bankruptcy Court for the District
of Connecticut Authorized LA4Ever, LLC and LLCD, LLC, to use the
cash collateral of Southport Secured Lending Fund, LLC, from Nov.
1, 2016 to Nov. 30, 2016.

The Debtors were authorized to use rentals or other funds that may
constitute cash collateral up to the total amount of expenses
projected to be $5,910, and $9,967 for payment to Southport Secured
Lending Fund, or its servicer.

The approved Budget for November 2016 provided for total expenses
in the amount of $3,660 for LA4Ever, LLC and $2,250 for LLCD, LLC.

Southport Secured Lending Fund was granted secured interests in all
post-petition rents and leases as the same may be generated,
subject to all fess that will become due to the Office of the U.S.
Trustee.

A continued hearing on the Debtors' use of cash collateral is
scheduled on November 30, 2016 at 11:00 a.m.

A full-text copy of the Order, dated Oct. 31, 2016, is available at

http://bankrupt.com/misc/LA4EverLLC2015_1530546_224.pdf

                  About LA4Ever, LLC

LA4Ever, LLC, and LLCD, LLC, are Connecticut limited liability
companies officially registered with the Secretary of State in
December 2002 and January 2003.  These companies were formed by and
are owned by Kenneth Hill and Daphne Benas.  Since their formation
the Debtors have been in the business of ownership and operation of
residential rental property at 325-327 St. John Street and 23 Brown
Street, in New Haven, Connecticut.  Mr. Hill and Ms. Benas also
oversaw extensive rehabilitation of the Property resulting in
significant improvement early on after the purchase.  Many routine
management and maintenance duties at the Property are handled by
LABenhill, LLC, a management company formed, owned and operated by
Mr. Hill and Ms. Benas.

LLCD, LLC owns the Brown Street Property at 23 Brown Street in the
Wooster Square neighborhood in New Haven, Connecticut.  The Brown
Street Property consists of five residential units representing a
current monthly rent roll of $6,250 inclusive of two units recently
vacated which vacancies are anticipated to be filled promptly.
LA4Ever, LLC, owns the St. John Street Property at 325-7 St. John
Street, also in the Wooster Square neighborhood in New Haven,
Connecticut.  The St. John Street Property consists of six
residential units representing a current monthly rent roll of
$9,875.  All six units of the St. John Street Property are
presently occupied.

The Debtors filed for Chapter 11 bankruptcy protection (Bankr. D.
Conn. Lead Case No. 15-30546) on April 8, 2015.  The petition was
signed by Daphne Benas, member.  The Debtors are represented by
Carl T. Gulliver, Esq., at Coan Lewendon Gulliver & Miltenberger,
LLC.  The case is assigned to Judge Julie A. Manning.

At the time of the filing, LA4Ever estimated its assets at $500,000
to $1 million and debts at $1 million to $10 million.  LLCD
estimated its assets and debt at $500,000 to $1 million.

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


LANDWELL MANAGEMENT: Case Summary & 10 Unsecured Creditors
----------------------------------------------------------
Debtor: Landwell Management, Inc.
        6552 and 6558 Woodman Avenue
        Van Nuys, CA 91401

Case No.: 16-13162

Chapter 11 Petition Date: November 2, 2016

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Hon. Victoria S. Kaufman

Debtor's Counsel: Michael Jay Berger, Esq.
                  LAW OFFICES OF MICHAEL JAY BERGER
                  9454 Wilshire Blvd 6th Fl
                  Beverly Hills, CA 90212-2929
                  Tel: 310-271-6223
                  Fax: 310-271-9805
                  E-mail: michael.berger@bankruptcypower.com

Total Assets: $600,000

Total Liabilities: $1.59 million

The petition was signed by Vartan Akopyan, president.

A copy of the Debtor's list of 10 unsecured creditors is available
for free at http://bankrupt.com/misc/cacb16-13162.pdf


LIVE OAK: Seeks to Hire Norred Law as Legal Counsel
---------------------------------------------------
Live Oak Lounge, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Texas to hire legal counsel in
connection with its Chapter 11 case.

The Debtor proposes to hire Norred Law, PLLC to assist in obtaining
confirmation of its restructuring plan, give legal advice regarding
the administration of its bankruptcy estate, assist in the sale of
its assets, and provide other legal services.

Warren Norred, Esq., and C. Chad Lampe, Esq., the attorneys
designated to represent the Debtor, will be paid $350 per hour and
$275 per hour, respectively.  The hourly rate of paralegals is
$120.

Mr. Norred disclosed in a court filing that his firm does not
represent any interest adverse to the Debtor's estate.

The firm can be reached through:

     Warren V. Norred, Esq.
     Norred Law, PLLC
     200 E. Abram, Suite 300
     Arlington, TX 76010
     Phone: 817-704-3984
     Fax: 817-524-6686
     Email: wnorred@norredlaw.com

                      About Live Oak Lounge

Live Oak Lounge, LLC, is a Texas Limited liability company formed
to provide an independent music venue, bar and restaurant in Fort
Worth, Texas.  On July 8, 2016, Live Oak Lounge, LLC, commenced a
Chapter 11 case (Bankr. N.D. Tex. Case No. 16-42659).  The petition
was signed by Robert Johnson, managing member.  The bankruptcy case
was filed because Debtor's past mismanagement resulted in an IRS
tax lien exceeding $200,000.

The Debtor is represented by Warren V. Norred, Esq., at Norred Law,
PLLC.  The Debtor estimated assets at $0 to $500,000 and
liabilities at $500,001 to $1 million at the time of the filing.


LTS GROUP: Incremental Loan No Impact on Moody's B2 CFR
-------------------------------------------------------
Moody's Investors Service said LTS Buyer LLC announced that it is
raising an incremental $290 million 1st lien term loan. The
incremental term loan has no immediate impact on LTS Group Holdings
LLC's ("LTS") B2 corporate family rating, B2-PD Probability of
Default rating and other instrument ratings as well as the stable
outlook. The proceeds of the term loan will be used to repay the
existing $283 million 2nd lien term loan, pay related fees and
expenses, and add cash to the balance sheet. The transaction has no
change in overall leverage and is anticipated to result in
significant annual interest savings.

RATINGS RATIONALE

LTS's B2 corporate family rating reflects the company's strong
growth profile, stable base of contracted recurring revenues,
historically low churn rates, and valuable fiber optic network
assets covering 33,000+ fiber route miles. The rating also reflects
Moody's expectation that margins will expand from synergies
realized by integrating Fibertech Networks, LLC ("Fibertech").
These strengths are offset by relatively high leverage (over 6x
Moody's adjusted Debt to EBITDA) and high capital intensity. The
rating also incorporates relatively low cash balances, the private
equity ownership structure and a seasoned and proven management
team.

The rating also reflects Moody's expectation that the company will
operate with high leverage and low FCF/Debt over the next year.
However, the larger scale of the combined company in conjunction
with cost and capex synergies realized will likely reduce leverage
(Moody's adjusted) below 6x around mid-2017.

Given Moody's expectation that leverage will remain high and that
the majority of available cash will be used to reinvest in the
business in lieu of debt repayment, an upgrade of the ratings is
not anticipated in the near term. However, Moody's could upgrade
LTS's ratings if adjusted leverage approaches 4x (Moody's adjusted)
and FCF/Debt is above 10%.

Downward rating pressure could develop if liquidity becomes
strained or if capital intensity increases such that the company is
unable to generate sustainable positive free cash flow.
Additionally, debt financed acquisitions resulting in deteriorated
cash flow or increased leverage could result in a downgrade.

Headquartered in Boxborough, MA, LTS Group Holdings LLC, an entity
formed by Berkshire Partners, is a US-based broadband
infrastructure provider with significant fiber assets. The
company's fiber network serves enterprise, government, carrier and
data center customers in the Northeast, Mid-Atlantic and Chicago
Metro with connectivity to international landing sites. In August
2015, the company acquired Fibertech Networks, LLC in an all-cash
transaction for approximately $1.9 billion. The combined company
accesses and/or owns 33,000+ fiber route miles and has 22,000+
service locations.

The principal methodology used in these ratings was Global
Communications Infrastructure Rating Methodology published in June
2011.


LTS GROUP: S&P Affirms 'B' Rating on 1st-Lien Debt Facility
-----------------------------------------------------------
S&P Global Ratings affirmed its 'B' issue-level rating, with a
recovery rating of '3', on Boxborough, Mass.-based LTS Group
Holdings LLC subsidiary LTS Buyer LLC's first-lien debt facility
following the company's proposed $290 million increase to the debt.
It will use proceeds to repay the remaining $283 million
second-lien balance, for fees and other transaction expenses, and
to return cash to the balance sheet.  The '3' recovery rating
indicates S&P's expectation for meaningful recovery (50% to 70%;
lower half of the range) for first-lien debtholders in the event of
a payment default.  S&P's corporate credit rating on LTS Group
Holdings LLC remains 'B' with a stable outlook because the proposed
transaction will not materially affect credit metrics.

                        RECOVERY ANALYSIS

Key analytical factors

S&P simulates a default in 2019, reflecting speculative capital
spending combined with economic pressure that leads to increased
customer churn.

S&P has valued the company on a going-concern basis using a 5x
multiple of its projected emergence-level EBITDA of $262 million.
Generally, S&P assigns a multiple of 4x-5x for out fiber
infrastructure companies.  S&P chose a 5x multiple given the
company's high ratio of owned to indefeasible rights of use fiber
network assets relative to other fiber infrastructure peers.

Simulated default assumptions:

   -- Simulated year of default: 2019
   -- EBITDA at emergence: $262 million
   -- EBITDA multiple: 5x

Simplified waterfall

   -- Net enterprise value (after 7% admin. costs): $1,217 million
   -- Secured first-lien debt claims: $2,420 million
   -- Recovery expectations: 50% to 70% (lower half of the range)

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

RATINGS LIST

LTS Group Holdings LLC
Corporate Credit Rating        B/Stable/--

Rating Affirmed; Recovery Rating Unchanged

LTS Buyer LLC
Senior Secured First Lien      B
  Recovery Rating               3L



MANITOWOC COMPANY: Moody's Cuts CFR to B3, Outlook Negative
-----------------------------------------------------------
Moody's Investors Service downgraded Manitowoc Company, Inc.'s
Corporate Family Rating (CFR) to B3 from B2, and Probability of
Default Rating (PDR) to B3-PD from B2-PD to reflect weak demand for
many of the company's products, and our expectations for weak
profitability in the intermediate term. The company's Speculative
Grade Liquidity (SGL) rating was downgraded to SGL-3 from SGL-2,
reflecting Moody's view that the company's liquidity profile has
weakened, but is expected to be adequate for the next twelve
months. The ratings outlook was changed to negative and reflects
the company's current and anticipated weak operating and financial
performance.

Moody's downgraded the following ratings:

   Issuer: Manitowoc Company, Inc. (The)

   -- Corporate Family Rating, to B3 from B2;

   -- Probability of Default Rating, to B3-PD from B2-PD

   -- Speculative Grade Liquidity Rating, to SGL-3 from SGL-2

   Issuer: MTW Cranes Escrow Corp

   -- Senior Secured Regular Bond/Debenture, to B2 (LGD3) from B1
      (LGD3)

Outlook Actions:

   Issuer: Manitowoc Company, Inc. (The)

   -- Outlook, Negative from Stable

RATINGS RATIONALE

The downgrade of Manitowoc's CFR to B3 from B2 reflects
significantly reduced end market demand in mobile cranes, a reduced
profit outlook, and weakened credit metrics. As of the last twelve
months ending June 30, 2016, debt / EBITDA and EBITDA / Interest
(inclusive of Moody's standard accounting adjustments for leases
and pensions) stood at over 5 times and over 2 times, respectively,
but is expected to weaken due to reduced crane demand in the third
quarter of 2016. The ratings downgrade also reflects our
expectation that weak crane demand will persist through 2017 and
possibly into 2018 which may push leverage meaningfully higher.
Manitowoc continues to grapple with a slow growth macroeconomic
environment and weak end markets, particularly in oil & gas and
mining. Further, with almost half of sales from international
markets, the effects of a strong US dollar has hurt the earnings
translation of foreign earnings and has adversely impacted
Manitowoc's competitive stance against other international
manufacturers. Moody's believes the company will continue to
increase efficiency and margin improvement in light of the weak
revenue pressure. The rating benefits from our view that the
company's absolute debt balance should not be a significant issue
for a company of its size if it can improve profitability.

Moody's anticipates that the company will strive to maximize its
liquidity position through working capital management, improved
processes, and asset sales. However, the downgrade of the company's
liquidity rating to SGL-3 weighs heavily the expectation for weak
cash flow generation due to lower sales and low single digit
margins. The liquidity profile benefits from good revolver
availability. At June 30, 2016 the company had access to $173
million of its $225 million ABL revolving credit facility due 2021,
net of outstanding letters of credit.

The ratings could be further downgraded if debt to EBITDA increases
to over 6.25 times and was anticipated to weaken further or if
EBITDA to Interest was expected to remain under 1.0 times for 4
quarters. Continued deterioration in the company's liquidity that
would restrict access to its ABL revolver would also contribute to
the downgrade. "If we anticipated the company's covenant to spring,
the level of availability would be considered in future rating
actions." Moody's said.

The ratings could be upgraded if leverage were expected to improve
towards 5.5 times and was expected to improve further. EBITDA
coverage of interest of over 2.0 times and deemed to be on an
improving trajectory would also support positive ratings action. A
meaningful and sustained improvement in crane sales and margins,
along with strong working capital management, would also be
supportive of positive ratings action.

The negative ratings outlook reflects weak operating performance,
high leverage and expected ongoing weak end markets.

The principal methodology used in these ratings was Global
Manufacturing Companies published in July 2014.

The Manitowoc Company, Inc. is a global manufacturer of engineered
lift solutions, including lattice boom crawler cranes, mobile
telescopic cranes, and tower cranes for use in residential and
non-residential construction, energy, infrastructure and general
industrial end markets. Through the last twelve months ending June
2016, total combined revenues were approximately $1.9 billion. The
company is headquartered in Manitowoc, WI.


MATRIX LUXURY: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
The Office of the U.S. Trustee on October 31 announced that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Matrix Luxury Homes, LLC.

Matrix Luxury Homes, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 16-09455) on August 16,
2016.  The petition was signed by Troy Hudspeth, manager.  

The case is assigned to Judge Brenda K. Martin.

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


MEMORIAL PRODUCTION: S&P Lowers CCR to 'CCC-', Outlook Negative
---------------------------------------------------------------
S&P Global Ratings said that it lowered its corporate credit rating
on Memorial Production Partners L.P. (MEMP) to 'CCC-' from 'B-'.
The rating outlook is negative.

At the same time, S&P lowered its issue-level rating on the
company's senior unsecured debt to 'C' from 'CCC'.  The '6'
recovery rating is unchanged, indicating S&P's expectation for
negligible (less than 10%) recovery of principal for creditors if a
payment default occurs.

"The downgrade reflects our view that MEMP could undertake a
distressed exchange for its senior unsecured notes within the next
six months," said S&P Global Ratings' credit analyst Christine
Besset.  MEMP announced on Oct. 28 that the borrowing base on its
revolving credit facility was reduced to $740 million from $925
million (the company currently has $714 million drawn on it), and
that it had hired financial advisors to assist in reviewing its
capital structure.

S&P considers an exchange offer as distressed, or tantamount to
default, if S&P believes the offer implies the investor will
receive less value than the promise of the original securities and
if S&P views the offer as distressed rather than purely
opportunistic.  Per S&P's criteria, it would value an offer at less
than the original promise if the amount offered is less than the
original par amount, if the interest rate is lower than the
original yield, or if the new securities' maturity dates extend
beyond the original, among other factors, without offsetting
compensation.

The negative outlook reflects the likelihood that MEMP will
undertake a distressed exchange over the next six months, absent a
potential strategic transaction or capital infusion.

S&P could lower the corporate credit rating if MEMP announced its
intention to undertake a distressed exchange, or if S&P believed a
default was inevitable.

S&P could raise the rating if MEMP were able to stabilize its
liquidity situation and capital structure without a distressed
transaction or a default on its debt.


METLCAST INDUSTRIES: Taps Bridgepoint Holdings as Investment Broker
-------------------------------------------------------------------
Metlcast Industries LLC seeks authorization from the U.S.
Bankruptcy Court for the District of Kansas to employ Bridgepoint
Holdings, LLC (d/b/a Bridgepoint Merchant Banking), Matt Plooster
and Adam Claypool, and M&A Securities, Group, Inc. as investment
brokers/advisors.

The Debtor requires the Advisors to locate supplemental financing
for the business of the Debtor-in-Possession on terms acceptable to
the Debtor-in-Possession, and approved by the Court.

The Debtor agreed with the Advisors to pay a transaction fee in the
amount of 10% of the amount of the total consideration for the
transaction.

In addition to the transaction fee, the Debtor agreed to reimburse
the advisors for the reasonable expenses incurred in providing the
services, including, but not limited to, travel, fees and
disbursements of legal counsel, database, communications, and
preparation of the transaction materials, whether or not a closing
occurs. The Advisors will provide monthly itemized summaries of the
expenses. The Debtor agreed to pay the monthly invoices within 10
days of receipt. Any individual expenses above $500 will require
prior approval from the Debtors in writing.

Matt Plooster, principal of Bridgepoint Holdings, LLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

The Advisors can be reached at:

         Matt Plooster
         BRIDGEPOINT HOLDINGS, LLC
         816 P Street, Suite 200
         Lincoln, NE 68508

              About Metlcast Industries

Metlcast Industries LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Kan. Case No. 15-41190) on November 20,
2015. The petition was signed by Christopher B. Stokes, managing
member of Vestar Enterprises, LLC, sole member of Metlcast
Industries, LLC.  

The case is assigned to Judge Janice Miller Karlin.

At the time of the filing, the Debtor disclosed $4.67 million in
assets and $8.86 million in liabilities.


MIDCONTINENT COMMUNICATIONS: Moody's Affirms B1 Corp Family Rating
------------------------------------------------------------------
Moody's Investors Service affirmed Midcontinent Communications's B1
Corporate Family Rating and upgraded the company's Ba2 senior
secured instrument-level rating to Ba1, three notches above the B1
CFR, following the company's $125 million issuance of unsecured
notes.  The new issuance of notes will be assigned a B3 unsecured
rating and added on to the company's existing $300 million
unsecured notes maturing in 2023.  The company's B1-PD Probability
of Default Rating was also affirmed.  The outlook remains stable.

Affirmations:

  Corporate Family Rating, Affirmed B1

  Probability of Default Rating, Affirmed B1-PD

  Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD5)

Upgrades:

  Senior Secured Bank Credit Facility, Upgraded to Ba1 (LGD2) from

   Ba2 (LGD2)

Assignments:

  Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD5)

Outlook Action:

  Outlook, Remains Stable

                        RATINGS RATIONALE

On Oct. 24, 2016, Midco agreed to acquire assets from WideOpenWest
(WoW) for approximately $215 million, or 8.6x last twelve months
EBITDA (including synergies).  The new notes, utilization of the
revolver, and cash on balance sheet will be used to finance the
acquisition.  Pro forma for the transaction, leverage is
approximately 4.9x (Moody's adjusted).  Moody's expects the
transaction to be finalized by the end of 2016.

The increase in cushion provided to the senior secured credit
facility from the issuance of unsecured notes lifted the
instrument-level rating one notch to Ba1.  The issuance of notes
will increase annual interest expense by approximately $8.6
million, however Moody's still expect the transaction to be cash
flow accretive to the company.

The stable rating outlook incorporates expectations for high single
digit growth in revenue and EBITDA, video subscriber losses in the
low single digits more than fully offset by high single digit
growth in broadband subscribers, stable EBITDA margins, and thin to
negative free cash flows including the expansionary CAPEX.

Moody's would consider an upgrade to the company's CFR is leverage
were sustained at or below 3.5x (Moody's adjusted), and free cash
flow as a percentage of debt was in the high single-digit range
(Moody's adjusted).  Moody's would consider a downgrade if leverage
were sustained above 5.5x (Moody's adjusted), or free cash flow is
negative on a sustained basis.

Headquartered in Sioux Falls, South Dakota, Midcontinent
Communications provides video, high speed data, and voice services
to residential and commercial customers in the states of North
Dakota, South Dakota, Minnesota and Wisconsin.  Through a
partnership arrangement, Comcast Corporation (A3 stable) owns a 50%
common equity interest in Midcontinent.  Pro forma for the
transaction, revenue for the last twelve months ended June 30,
2016, was approximately $535 million.

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


MIDCONTINENT COMMUNICATIONS: S&P Affirms 'BB-' CCR; Outlook Stable
------------------------------------------------------------------
S&P Global Ratings said it affirmed its 'BB-' corporate credit
rating on Minneapolis-based Midcontinent Communications.  The
outlook is stable.

S&P also affirmed its 'B' rating on the company's $425 million
senior unsecured debt notes due 2023 (which includes the $125
million add-on).  The recovery rating on this debt remains '6',
which indicates S&P's expectation for negligible (0%-10%) recovery
in the event of payment default.  Midcontinent will use proceeds
from the add-on to partially fund the acquisition of cable
properties in Kansas from WOW.

At the same time, S&P raised its rating on the company's senior
secured debt to 'BB+' from 'BB' and revised the recovery rating to
'1' from '2'.  The '1' recovery rating indicates S&P's expectation
for very high (90%-100%) recovery in the event of payment default.

"The rating affirmation reflects our view that despite the increase
in adjusted debt to EBITDA to about 5.0x from 4.4x, leverage is
still within our parameters for the 'BB-' corporate credit rating,"
said S&P Global Ratings credit analyst Allyn Arden.

Furthermore, S&P expects modest deleveraging over the next year
from EBITDA growth and free operating cash flow (FOCF).

S&P's stable outlook reflects its expectation that Midcontinent
will benefit from solid growth from HSD and commercial services in
the near term, and that competitive dynamics in its territories
will remain favorable relative to other larger incumbent cable
operators, such that leverage remains below 5x.



MIRADA PARK: Case Summary & 8 Unsecured Creditors
-------------------------------------------------
Debtor: Mirada Park LLC
        9909 Topanga Canyon Blvd Ste 135
        Chatsworth, CA 91311

Case No.: 16-13158

Chapter 11 Petition Date: November 2, 2016

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Hon. Victoria S. Kaufman

Debtor's Counsel: Jonathan M. Hayes, Esq.
                  SIMON RESNIK HAYES LLP
                  15233 Ventura Blvd., Suite 250
                  Sherman Oaks, CA 91403
                  Tel: (818) 783-6251
                  Fax: (818) 827-4919
                  E-mail: jhayes@srhlawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Sherif Joseph Diab, managing member.

A copy of the Debtor's list of eight unsecured creditors is
available for free at http://bankrupt.com/misc/cacb16-13158.pdf


MOHEGAN TRIBAL: S&P Raises ICR to 'B' & Removes from Watch Pos.
---------------------------------------------------------------
S&P Global Ratings said it raised its issuer credit rating on
Uncasville, Conn.-based gaming operator Mohegan Tribal Gaming
Authority (MTGA) to 'B' from 'B-' and removed the rating from
CreditWatch, where S&P had placed it with positive implications on
Sept. 19, 2016.

S&P also affirmed its 'B' issue-level rating on MTGA's recently
executed $1.4 billion senior secured credit facility, consisting of
a $170 million revolver due 2021, a $445 million term loan A due
2021, a $785 million term loan B due 2023, and S&P's 'CCC+'
issue-level rating on its $500 million senior unsecured notes.

At the same time, S&P withdrew its 'B-' issue level rating on
MTGA's prior senior secured credit facility, and S&P's 'CCC' rating
on MTGA's 9.75% senior unsecured notes due 2021, 11% senior
subordinated notes due 2018, and floating rate notes due 2017. MTGA
used the proceeds from its recently executed $1.4 billion credit
facility and $500 million senior unsecured notes to repay these
debt instruments.

S&P Global Ratings does not assign recovery ratings to Native
American debt issues because there are sufficient uncertainties
surrounding the exercise of creditor rights against a sovereign
nation.  These include whether the U.S. Bankruptcy Code would
apply, whether a U.S. court would ultimately be the appropriate
venue to settle such a matter, and to what extent a creditor would
be able to enforce any judgment against the sovereign nation.  The
notching of S&P's issue-level ratings from our issuer credit rating
on a given Native American issuer reflects the relative position of
each security in the capital structure, incorporating the amount of
higher ranking priority debt ahead of each issue. MTGA's senior
secured credit facility is the highest ranking debt in its capital
structure.

"The upgrade reflects our forecast for adjusted EBITDA coverage of
interest to remain around 2x or above, and for discretionary cash
flow generation to be positive over the long run," said S&P Global
Ratings credit analyst Ariel Silverberg.

This incorporates S&P's forecast for modest EBITDA growth through
fiscal 2018 (ending Sept. 30), prior to the opening of new
competition, and follows MTGA's recent refinancing transaction that
resulted in a greater level of pre-payable debt in the capital
structure.  S&P believes EBITDA growth and modestly lower interest
expense under the new capital structure will improve MTGA's cash
flow generation and support debt reduction, which will allow MTGA
to build in cushion in its leverage profile to absorb the impact of
new competition.

The upgrade also reflects the elimination of intermediate-term
refinancing risk given approximately $883 million of MTGA's prior
debt, which represented 52% of total debt outstanding as of June
30, 2016 and would have matured by the end of 2018.  MTGA recently
executed a new $1.4 billion senior credit facility and also issued
$500 million senior unsecured notes due 2024.  MTGA used proceeds
from the new term loans and notes to refinance its prior credit
facility and senior and subordinated notes.

The stable outlook reflects S&P's expectation for a modest
improvement in credit measures through fiscal 2018, prior to the
opening of new competition.  S&P's expectation reflects our
forecast for low- to mid-single-digit percent EBITDA growth through
2018 in conjunction with debt reduction under MTGA's credit
facility.



MOLYCORP MINERALS: Proposes De Minimis Assets Sale Procedures
-------------------------------------------------------------
Paul E. Harner, Chapter 11 Trustee of Molycorp Minerals, LLC, et
al., asks the U.S. Bankruptcy Court for the District of Delaware to
authorize the procedures for the sale of de minimis property of the
Debtors.

A hearing on the Motion is set for Nov. 21, 2016 at 11:00 a.m.
(ET).  The objection deadline is Nov. 14, 2016 at 4:00 p.m. (ET).

The principal assets of the Debtors are a rare earth minerals mine
and a rare earth extraction facility ("Mountain Pass Mine").

The Trustee is working diligently in pursuit of a turn-key sale of
the Mountain Pass Mine, which is currently being maintained in a
"cold-idle" state, in order to maximize the value of the Debtors'
estates.  Certain of the Mountain Pass Mine assets are unnecessary
to a turnkey sale, either because they were "orphaned" by
construction of an entirely new extraction facility, or because
they are otherwise unneeded or redundant ("Surplus Assets").  In
addition, certain inventory, processed before the Mountain Pass
Mine was put on "cold-idle," remains available for sale ("Remaining
Inventory").  The vast majority of the Surplus Assets have
insubstantial value, and the Remaining Inventory has a recognized
market for disposition, and can be disposed of in the ordinary
course of business.

Accordingly, requiring the Debtors to obtain Court approval under
Section 363(b)(1) of the Bankruptcy Code for the sale of the
Surplus Assets or Remaining Inventory would unnecessarily burden
the Court and increase costs for the Debtors' estates.  Indeed,
given the small amounts that would be generated by any such sale
transaction, the costs and delays associated with seeking Court
approval of an individual sale could, in some cases, eliminate or
substantially undermine the economic benefit of such a
transaction.

To minimize this burden and cost, the Trustee thus seeks approval
of the procedures ("Surplus Assets and Remaining Inventory Sale
Procedures") permitting it to sell the Surplus Assets and Remaining
Inventory:

    a. For any sale of Surplus Assets having an aggregate value
less than or equal to $250,000, or any sale of Remaining Inventory
regardless of value, the Trustee may proceed without further order
of the Court, and subject only to any necessary "Consent" of any
party claiming a Lien on or in the Surplus Assets or Remaining
Inventory that are included in such sale. Any such sale will be
free and clear of all Liens, with such Liens attaching only to the
sale proceeds with the same validity, extent and priority as
existed immediately prior to such sale. For purposes of the
foregoing, Consent to a proposed sale will be deemed given by any
party that does not object in writing to the Trustee within 5
business days of delivery of notice from the Trustee to such party
(which notice may be made electronically) of such proposed sale,
describing the terms thereof and the assets subject thereto.

    b. For any sale of Surplus Assets having a value in excess of
$250,000, and for any sale requiring Consent where such Consent is
not obtained, the Trustee will follow the Normal Requirements, to
the extent applicable.

Any sale conducted in accordance with the Surplus Assets and
Remaining Inventory Sale Procedures will be the product of
arm's-length, good faith negotiations. Accordingly, the Trustee
requests that the Court make a finding in the Proposed Order that
purchasers of the Surplus Assets or Remaining Inventory have
purchased such assets in good faith and are entitled to the full
protections of section 363(m) of the Bankruptcy Code.

The Trustee requests a waiver of the 14-day stay of any order
approving the Motion and requests that each sale conducted pursuant
to the Surplus Assets and Remaining Inventory Sale Procedures
described be deemed immediately approved when consummated
thereunder.

Counsel to the Chapter 11 Trustee:

          Tobey M. Daluz, Esq.
          Matthew G. Summers, Esq.
          Leslie Heilman, Esq.
          Laurel D. Roglen, Esq.
          BALLARD SPAHR LLP
          919 N. Market Street, 11th Floor
          Wilmington, DE 19801
          Telephone: (302) 252-4428
          Facsimile: (302) 252-4466
          E-mail: daluzt@ballardspahr.com
                  summersm@ballardspahr.com
                  heilmanl@ballardspahr.com
                  roglenl@ballardspahr.com

                  - and -

          Vincent J. Marriott, III, Esq.
          BALLARD SPAHR LLP
          1735 Market Street, 51st Floor
          Philadelphia, PA 19103
          Telephone: (215) 864-8236
          Facsimile: (215) 864-9762
          E-mail: marriott@ballardspahr.com

             About Molycorp, Inc. and Molycorp Minerals

Molycorp Inc. -- http://www.molycorp.com/-- is a global rare   
earths and rare metals producer.  Molycorp owns several prominent
are earth processing facilities around the world.  It has a
workforce of 2,530 employees at locations on three continents.
Molycorp's Mountain Pass Rare Earth Facility in San Bernadino
County, California, is home to one of the world's largest and
richest deposits of rare earths.

Molycorp has corporate offices in the United States, Canada and
China.  CEO Geoffrey R. Bedford, and other senior management
members are located in Molycorp's corporate offices in Toronto,
Canada.  Other senior management members are located at its U.S.
corporate headquarters in Greenwood Village, Colorado.

Molycorp reported a net loss of $623 million in 2014, a net loss
of $377 million in 2013 and a net loss of $475 million in 2012.

As of March 31, 2015, the Company had $2.49 billion in total
assets, $1.78 billion in total liabilities and $709 million in
total stockholders' equity.

Molycorp and its North American subsidiaries, together with
certain of its non-operating subsidiaries outside of North
America, filed Chapter 11 voluntary petitions in Delaware (Bankr.
D. Del. Lead Case No. 15-11357) on June 25, 2015, after reaching
agreement with a group of lenders on a financial restructuring.
The Chapter 11 cases of Molycorp and 20 affiliated debts are
pending before Judge Christopher S. Sontchi.

The agreement provides for a financial restructuring of the
Company's $1.7 billion in debt and provides up to $225 million in
gross proceeds in new financing to support operations while the
Company completes negotiations with creditors.

The Company's operations outside of North America, with the
exception of non-operating companies in Luxembourg and Barbados,
are excluded from the filings.  Molycorp Rare Metals (Oklahoma),
LLC, with operations in Quapaw, Oklahoma, also is excluded from
the filings as it is not 100% owned by the Company.

Molycorp retained investment banking firm Miller Buckfire & Co.
and
financial advisory firm AlixPartners, LLP.  Jones Day and Young,
Conaway, Stargatt & Taylor LLP served as legal counsel to the
Company in this process. Prime Clerk serves as claims and noticing
agent.

Secured creditor Oaktree Capital Management L.P., consented to the
use of cash collateral and to extend postpetition financing.

On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case
of Molycorp Inc. appointed eight creditors of the company to serve
on the official committee of unsecured creditors.  The Creditors
Committee tapped Ashby & Geddes, P.A. and Paul Hastings LLP as
attorneys.

                          *     *     *

Molycorp, Inc.'s Fourth Joint Amended Plan of Reorganization has
been confirmed by the U.S. Bankruptcy Court for the District of
Delaware.  The Plan contemplates two possible outcomes: (1) the
sale of substantially all of the Debtors' assets if certain
conditions set forth in the Plan are satisfied and (2) (a) the
sale of the assets associated with the Debtors' Mountain Pass
mining facility in San Bernardino County, California; and (b)
the stand-alone reorganization around the Debtors' other three
business units.

Judge Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware on April 8, 2016, issued a findings of fact,
conclusions of law, and order confirming the Fourth Amended Joint
Plan of Reorganization of Molycorp, Inc., and its debtor
affiliates.

On April 13, 2016, Judge Sontchi directed the appointment of a
Chapter 11 trustee to oversee the operations of Industrial
Minerals LLC, Molycorp Advance Water Technologies LLC, Molycorp
Minerals LLC, PP IV Mountain Pass II Inc., PP IV Mountain Pass
Inc., and RCF Speedwagon Inc.  Each of the bankruptcy cases of
the companies are no longer jointly administered with Molycorp's
case under Case No. 15-11357.

On May 2, 2016, the Court entered an order in the Molycorp
Minerals Debtors' cases approving the appointment of Paul E.
Harner as chapter 11 trustee for Molycorp Mineral Debtors'
bankruptcy estates.

On Aug. 31, 2016, Molycorp reported that its confirmed Fourth
Joint
Amended Plan became effective as of that date.  Molycorp emerged
from Chapter 11 protection as a newly reorganized business, now
known as Neo Performance Materials.



MONAKER GROUP: In-Room Retail Files Schedule 13D/A with SEC
-----------------------------------------------------------
As of Oct. 26, 2016, In-Room Retail Systems LLC and William Kerby
beneficially owned 1,490,069 shares of Common Stock; 694,611 shares
of Series A Preferred Stock; and 69,561,947 total voting shares,
representing 16% of the outstanding Common Stock; 42.5% of the
outstanding Series A Preferred Stock and 40.6% of the total voting
shares, as confirmed by the Company's Transfer Agent on that date.

Of those securities, In-Room Retail beneficially owned 200,000
shares of Common Stock; 100,000 shares of Series A Preferred Stock;
and 10,000,000 Voting Shares, representing 2.2% of the total Common
Stock; 5.3% of the outstanding Series A Preferred Stock(2) and 5.1%
of the total voting shares.

Mr. Kerby is the manager of In-Room Retail.  By virtue of this
relationship, Mr. Kerby is deemed to beneficially own the
securities beneficially owned by In-Room Retail.
    
Mr. Kerby is the chief executive officer and chairman of the Board
of Directors of the Monaker Group, Inc.  In-Room Retail is in the
business of providing retail services for travel and hospitality.
    
A full-text copy of the regulatory filing is available at:

                     https://is.gd/Ieu9Fm

                     About Monaker Group

Monaker Group, Inc., formerly known as Next 1 Interactive, Inc., is
a digital media marketing company focusing on lifestyle enrichment
for consumers in the travel, home and employment sectors.  Core to
its marketing services are key elements including proprietary
video-centered technology and established partnerships that enhance
its reach.  Video is quickly becoming consumer's preferred method
of searching and educating themselves prior to purchases.
Monaker's video creation technology and film libraries combine to
create lifestyle video offerings that can be shared both to its
customers and through trusted distribution systems of its major
partners.  The end result is better engagement with consumers who
gain in-depth information on related products and services helping
to both inform and fulfill purchases.  Unlike traditional marketing
companies that simply charge for advertising creation, Monaker
holds licenses and/or expertise in the travel, real estate and
employment sectors allowing it to capture fees at the point of
purchase while the majority of transactions are handled by
Monaker's partners.  This should allow the company to capture
greater revenues while eliminating much of the typical overhead
associated with fulfillment.  Monaker core holdings include
Maupintour, NameYourFee.com, RealBiz Media Group - helping it to
deliver marketing solutions to consumers at home, work and play.

Monaker Group reported a net loss of $4.55 million on $544,658 of
total revenues for the year ended Feb. 29, 2016, compared to a net
loss of $2.98 million on $1.09 million of total revenues for the
year ended Feb. 28, 2015.

LBB & Associates Ltd., LLP, in Houston, Texas, in its report on the
consolidated financial statements for the year ended Feb. 29, 2016,
raised substantial doubt about the Company's ability to continue as
a going concern.


MOUNTAIN PROVINCE DIAMONDS: Reports Production Results for Q3
-------------------------------------------------------------
Mountain Province Diamonds Inc. announced the production for the
third quarter ended Sept. 30, 2016, from the Gahcho Kue Diamond
Mine.

The total mining of waste and ore for the nine months to Sept. 30,
2016, from the 5034 open pit was approximately 15.9 million tonnes,
with approximately 17,000 tonnes of ore stockpiled.

Ramp-up production at Gahcho Kue commenced on Aug. 1, 2016.  From
August 1 to September 30, the plant processed approximately 130,000
tonnes of ore and produced 198,000 carats on a 100 percent basis,
of which the Company's 49 percent share is approximately 97,000
carats.

Patrick Evans, president and CEO, commented: "We are very pleased
that ramp-up production commenced six weeks ahead of schedule.
Mining and processing continues to progress well and Gahcho Kue
remains on track to achieve commercial production in early 2017."

The first sale of the Company's 49 percent share of the run-of-mine
production will take place on open tender in Antwerp during January
2017 and approximately every five weeks thereafter.

The joint venture partners bid for the production of fancy coloured
and special (+10.8 carat) diamonds on almost a monthly basis.  The
bid for August production of fancies and specials was won by De
Beers, and the bid for September production was won by Mountain
Province.  Included in the parcel of fancy and special diamonds
from the September production are a 50.25 carat gem quality diamond
and three fancy yellow diamonds weighing between 3 and 5 carats.
The fancies and specials now owned by Mountain Province will be
included in the Company's January 2017 sale.

Mr. Evans added: "The 50 carat diamond recovered in September is
the largest diamond recovered to date and provides further
confirmation that the Gahcho Kue has a population of large, high
quality gem diamonds.  It is also exciting to see a population of
good size fancy yellow diamonds, which offers encouragement that
we'll see further fancy diamonds as the production ramps up."

Mountain Province Diamonds is a 49% participant with De Beers
Canada in the Gahcho Kue diamond mine located in Canada's Northwest
Territories.  Gahcho Kue is the world's largest new diamond mine
and is projected to produce an average of 4.5 million carats a year
over a 12 year mine life.

Gahcho Kue consists of a cluster of four diamondiferous
kimberlites, three of which have a probable mineral reserve of 35.4
million tonnes grading 1.57 carats per tonne for total diamond
content of 55.5 million carats.

                  About Mountain Province Diamonds

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49 percent interest in the Gahcho Kue
Project.

Mountain Province Diamonds Inc. reported a net loss of C$43.16
million in 2015,
a net  loss of C$4.39 million in 2014, a net loss of C$26.60
million in 2013, and a net loss of C$3.33 million in 2012.

As of June 30, 2016, Mountain Province had C$733 million in total
assets, C$405 million in total liabilities and C$328 million in
total shareholders' equity.


MOUNTAIN WOOD: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
The Office of the U.S. Trustee on Nov. 1 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Mountain Wood Products, LLC.

                      About Mountain Wood Products

Mountain Wood Products, LLC, sought protection under Chapter 11 of

the Bankruptcy Code (Bankr. M. D. Fla. Case No. 16-07235) on Aug.
23, 2016.  The petition was signed by David L. Creeley, managing
member.  The Debtor is represented by Buddy D. Ford, Esq., at Buddy
D. Ford, P.A.

At the time of the filing, the Debtor disclosed $6.64 million in
assets and $4.33 million in liabilities.


MURRAY ENERGY: Moody's Raises CFR to Caa2; Outlook Stable
---------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
Murray Energy Corporation to Caa2 from Ca, as well as the
probability of default rating (PDR) to Caa2-PD from Ca-PD, the
first lien term loan rating to Caa1 from Caa2, and the rating on
second lien senior secured notes to Caa3 from C.  Moody's also
assigned a Caa1 rating to the new Senior Secured Term Loan B-3 due
April 2020.  The outlook is stable.

Issuer: Murray Energy Corporation

Upgrades:

  Probability of Default Rating, Upgraded to Caa2-PD from Ca-PD
  Corporate Family Rating, Upgraded to Caa2 from Ca
  Senior Secured 1st Lien Term Loan B due 2020, Upgraded to Caa1
   (LGD3) from Caa2 (LGD2)
  Senior Secured 2nd Lien Notes due 2021, Upgraded to Caa3 (LGD5)
   from C (LGD5)

Assignments:
  Senior Secured Term Loan B-3 due 2020, Assigned Caa1 (LGD3)

Outlook Actions:
  Outlook, Remains Stable

                        RATINGS RATIONALE

On Oct. 27, 2016, Murray announced an offering of a $175 million
new Senior Secured Term Loan B-3 due April 2020, the proceeds of
which will be used to refinance Murray's existing $202 million
Senior Secured Term Loan B-1 due April 2017 and fund cash on
balance sheet.

The upgrade reflects the company's improved liquidity position,
assuming the transaction is consummated, with no maturities until
ABL Revolver comes due in December 2018 and the recent amendment to
the company's credit agreement providing adequate headroom under
covenants.

The upgrade further reflects the company's recent efforts to
contain costs and improve margins even as total sales and average
realizations per ton declined on the overall industry headwinds.
The improved outlook also reflects the company's improved
contracted position and the recent negotiation and ratification of
the new agreement with the United Mine Workers of America.

As of June 30, 2016, Murray's Debt/ EBITDA, as adjusted, stood at
5.0x.  Absent the sustained improvement in the coal markets, the
leverage could increase in the next eighteen months as sales
decline and the more advantageous contracts roll off, but Moody's
expect Debt/ EBITDA, as adjusted, to be sustained below 6x.

The ratings continue to also reflect substantial presence in the
Illinois Basin, which we expect to continue taking market share
from other regions, market leadership in Northern Appalachia
(NAPP), operational diversity, solid contract positions, low-cost
longwall mines, and low-cost barge and truck transportation to
power plants served.  Longer-term challenges include managing what
Moody's continues to expect will be a difficult environment in the
coal industry and avoiding unexpected cash outlays related to the
legacy liabilities acquired from CONSOL and the dividend cut from
Foresight Energy, LLC.

Moody's expects adequate liquidity, which includes over $200
million in cash as of Sept. 30, 2016, and over $80 million
available under the ABL revolver.

The Caa1 rating on the first-lien term loan reflects its priority
position with respect to claim on collateral.

The stable outlook reflects our expectation that the company will
maintain its strong position in the Illinois and Northern
Appalachian basins, which are the better positioned coal producing
regions in the United States.

The ratings could be upgraded if the company's Debt/ EBITDA, as
adjusted, were expected to be maintained at current levels of
around 5x and the company was able to sustain positive free cash
flows.

A downgrade could result if leverage were to persist above 6x or
liquidity were to deteriorate.

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


NETA HATHAWAY: Trustee Selling 19 LAACO Shares
----------------------------------------------
Timothy W. Nelson, Chapter 11 Trustee of Neta Gallaway Hathaway,
asks the U.S. Bankruptcy Court for the District of Nevada to
authorize the sale of 19 remaining LAACO, Ltd. shares currently in
the possession of D.A. Davidson Cos. on the open market in the
ordinary course of business.

The Trustee has conducted a complete investigation of the assets of
the Estate and has determined that the sale of the assets is in the
best interest of creditors.  He has determined that LAACO stock may
be publically traded, or sold.  The sales price for LAACO stock has
ranged from $1,585 to $2,100 per share over the past 52 weeks.  The
Trustee believes the shares are worth approximately $39,000 in
total.  D.A. Davidson Cos. will market and sell the assets.

There will be a $75 fee for the sale of the Assets which is the
minimum commission, along with a $7 postage and handling fee.  The
Trustee anticipates that there will also be a small transaction
charge based upon the current Securities and Exchange Commission
assessment of sale transactions.  The costs of sale will be paid to
D.A. Davidson Cos. immediately upon sale of the assets.

Because the Assets will be sold on the open market, the highest and
best offer will be accepted.  The proposed sale does not
contemplate the assumption or assignment of any executory
contracts.  The Trustee has not entered into any agreements with
management, key employees.

The Trustee has conducted an investigation and understands that the
Internal Revenue Service is secured by the Assets.  The Internal
Revenue Service's lien will attach to the sale proceeds. He
proposes to distribute the proceeds from the sale of the Assets
through a plan of reorganization.

In addition to being in possession of the Estate's 19 remaining
LAACO shares, D.A. Davidson Cos. is also in possession of
approximately $2,773 of the Estate's money market fund balance.

The Trustee requests that the Court enter an order approving the
sale of the Assets, and for D.A. Davidson Cos. to turnover all
property of the Estate in its possession including the proceeds
from the sale and the approximately $2,773 in the Estate's money
market fund.

The Trustee requests that the Court waive the 14-day stay imposed
by Fed. R. Bankr. P. 6004(h).

Neta Gallaway Hathaway sought Chapter 11 protection (Bankr. D. Nev.
Case No. 12-52067) on Aug. 31, 2012.  Judge Bruce T. Beesley is
assigned to the case.


NEW ACADEMY: S&P Lowers CCR to 'B-' on Weak Operating Performance
-----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating to 'B-' from
'B' on Katy, Texas-based New Academy Holding Co. LLC.  The outlook
is stable.

At the same time, S&P lowered the issue-level rating on the term
loan to 'B-' from 'B'.  The '4' recovery rating is unchanged and
indicates S&P's expectation for average recovery, at the lower end
of the 30% to 50% range.

"The downgrade reflects the company's underperformance compared
with our forecast in the first half of fiscal 2016 as a result of
increased competitive pressures and macroeconomic headwinds in
markets affected by the oil and gas downturn.  Despite Academy's
every-day low-price strategy that helps appeal to the growing
segment of value-conscious customers, the company has been unable
to consistently drive customers into stores," said credit analyst
Andrew Bove.  "We expect operating performance and profitability
will continue to be challenged over the next 12 months because of
these factors."

The stable outlook reflects S&P's expectation that the company will
generate positive free operating cash flow and will have adequate
liquidity sources to fund business operations over the next 12
months, despite S&P's forecast for weak operating performance over
that time period.  S&P expects leverage to weaken to the low-6.0x
area at year-end 2016 and remain near that level in fiscal 2017 as
a result of lower profitability and minimal debt repayment.

S&P could lower the rating if operating performance is below its
expectation because the company isn't able to effectively manage
its growth or because of a further increase in competition, causing
gross margin to be about 150 basis points (bps) below S&P's
expectations and same-store sales to be persistently negative.
This would result in negative free operating cash flow close to
$100 million on a sustained basis, and would cause S&P to view the
company's capital structure as unsustainable.  S&P could also take
a negative rating action if the company becomes more aggressive
with additional debt-financed dividends, further increasing the
company's debt and interest expense burden.

Although unlikely over the next 12 months, S&P could consider
raising the rating if the company is able to turn around recent
negative operating trends and grow its profits meaningfully over
the next 12 months as a result of decreased competitive pressures
and recovery of consumer spending in markets challenged by the oil
and gas downturn.  Under this scenario, gross margin would be 100
bps higher than S&P's forecast, and sales would grow in the
high-single digits (compared with our forecast of mid-single
digits), leading to leverage sustained in the low- to mid-5.0x area
supported by the company's financial policy.



NORMAN EDWARD MCMAHON: Plan Confirmation Hearing Set for Nov. 23
----------------------------------------------------------------
Norman Edward McMahon obtained approval of the Disclosure Statement
supporting his proposed Chapter 11 Plan.

The Bankruptcy Court will convene a hearing on Nov. 23, 2016, at
11:00 a.m. for the confirmation of the Debtor's Plan in
Philadelphia.

Written objections to the confirmation of the Plan should be filed
no later than Nov. 18.

Voting deadline for the Plan is Nov. 10.

As previously reported by The Troubled Company Reporter, the Plan
proposes to pay unsecured creditors 50% of their claims on the
effective date from the proceeds of the Debtor's business.

                   About Norman Edward McMahon

Norman Edward McMahon filed a Chapter 13 bankruptcy petition
(Bankr. E.D. Penn. Case No. 16-11874) on March 18, 2016.  The case
was later converted to Chapter 11.  The Debtor is the owner and
president of Payall Solutions, LLC, a payroll processing firm.  The
Debtor is represented by David A. Scholl, Esq., in Philadelphia,
PA.


NORTHERN MEADOWS: Court Extends Exclusivity Period Thru Jan. 25
---------------------------------------------------------------
Judge Timothy W. Dore of the U.S. Bankruptcy Court for the Western
District of Washington extended for a period of 90 days the
exclusive period during which Northern Meadows Development Co., LLC
may file a chapter 11 plan, or January 25, 2017.

The Troubled Company Reporter reported on Oct. 17, 2016, that the
Debtor's general plan of action was to improve several pieces of
development property in the Bellingham, Washington area owned by
the Debtor -- to the point where construction of structures can
begin, thereby substantially increasing their value, and then sell
them to a related entity or potentially a third-party, using the
proceeds of sale to pay creditor claims.

The TCR also reported that going into the bankruptcy, the Debtor
anticipated having the assistance of its second-position lien
holder to obtain the financing necessary to buy these properties
from the bankruptcy estate, however several months after the
bankruptcy filing, the Debtor learned that its second-position lien
holder would not participate in additional financing.  Accordingly,
the Debtor needed additional time to locate financing and that
without an extension of the exclusivity period, potential
financiers will likely be reluctant to engage in serious
negotiations with the Debtor.

                 About Northern Meadows Development Co., LLC

Northern Meadows Development Co., LLC, sought Chapter 11 protection
(Bankr. W.D. Wash. Case No. 16-13393) on June 27, 2016.  The
petition was signed by Stephen Brisbane, manager.  Judge Timothy W.
Dore is assigned to the case.  Donald A Bailey, Esq., at Donald A.
Bailey Attorney At Law, serves as the Debtor's counsel. The Debtor
disclosed assets of $5.49 million and debt of $6.21 million.


NU-CAST STEP: Disclosures Has Prelim OK; Plan Hearing on Dec. 5
---------------------------------------------------------------
The Hon. Phillip J. Shefferly of the U.S. Bankruptcy Court for the
Eastern District of Michigan has granted preliminary approval of
Nu-Cast Step & Supply, Inc.'s combined plan of reorganization
disclosure statement dated Oct. 21, 2016.

The hearing on objections to final approval of the adequacy of the
information in the Disclosure Statement and confirmation of the
Plan will be held on Dec. 5, 2016, at 2:30 p.m.

The deadline to return ballots on the Plan, as well as to file
objections to final approval of the adequacy of the information in
the Disclosure Statement and objections to confirmation of the Plan
is Nov. 28, 2016.

The deadline for all professionals to file final fee applications
is Jan. 4, 2017.

Headquartered in Detroit, Michigan, Nu-Cast Step & Supply, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case
No. 15-58539) on Dec. 27, 2015, estimating its assets at between
$100,000 and $500,000 and liabilities at between $1 million and $10
million.  The petition was signed by Guilio Ledda, vice president.

Judge Mark A. Randon presides over the case.

Robert N. Bassel, Esq., at Robert Bassel, Attorney, serves as the
Debtor's bankruptcy counsel.


OFFICE ON EASY STREET: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------------
The Office of the U.S. Trustee on October 31 announced that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Office on Easy Street Inc.

Office on Easy Street Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Ariz. Case No. 16-10434) on
September 9, 2016.  The case is assigned to Judge Eddward P.
Ballinger Jr.


ON CALL FLAGGING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: On Call Flagging, Inc.
        PO Box 177
        Belsano, PA 15922

Case No.: 16-70758

Chapter 11 Petition Date: November 2, 2016

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Johnstown)

Judge: Hon. Jeffery A. Deller

Debtor's Counsel: Kevin J. Petak, Esq.
                  SPENCE, CUSTER, SAYLOR, WOLFE & ROSE, LLC
                  1067 Menoher Boulevard
                  Johnstown, PA 15905
                  Tel: 814-536-0735
                  Fax: 814-539-1423
                  E-mail: kpetak@spencecuster.com

                           - and -

                  James R. Walsh, Esq.
                  SPENCE, CUSTER, SAYLORm WOLFE & ROSE, LLC
                  400 U.S. Bank Building
                  P.O. Box 280
                  Johnstown, PA 15907
                  Tel: 814-536-0735
                  Fax: 814-539-1423
                  E-mail: jwalsh@spencecuster.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kathleen Jennings, president.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/pawb16-70758.pdf


PC ACQUISITION: Authorized to Use Cash Collateral on Interim Basis
------------------------------------------------------------------
Judge Phillip J. Shefferly of the U.S. Bankruptcy Court for the
Eastern District of Michigan authorized PC Acquisition, LLC and its
affiliated debtors to use cash collateral on an interim basis.

Debtors PC Acquisition, Denmark Services and certain non-debtor
affiliates are indebted to PCI Macomb, LLC, in an amount not less
than $9,472,035, together with accrued interest, default interest,
late charges, advances, attorneys' fees and costs.  The
indebtedness is secured by a mortgage interest over real property
commonly known as 23540 Reynolds Court, Clinton Township, Michigan,
a security interest in all of the personal property owned by PC
Acquisition and their proceeds.

Debtors St. John and Battle Creek are indebted to PCI
Calhoun/Clinton, LLC in an amount not less than $3,904,533,
together with accrued interest, default interest, late charges,
advances, attorney's fees and costs.  The indebtedness is secured
by a mortgage interest over real property commonly known as 905 W.
Gibbs St., St. John, Michigan, a mortgage interest over three
parcels of real properties which include vacant land and mobile
home parks situated in Battle Creek, Michigan, and a security
interest in all of the personal property owned by St. John and
Battle Creek and their proceeds.

Debtor Denmark Management is indebted to Park Capital Investments,
LLC in the total principal amount of not less than $2,587,304,
together with accrued interest, default interest, late charges,
advances, attorneys' fees and costs.  Park Capital Investments was
granted a security interest in all of the personal property owned
by Denmark Management and their proceeds.

Judge Shefferly acknowledged that an immediate need exists for each
of the Debtors to have access to the Lenders' respective cash
collateral in order to continue their operations, meet their
payroll and other necessary, ordinary course business expenditures,
administer and preserve the value of their estates, and maintain
adequate access to cash in amounts customary and necessary for
similar companies to maintain customer and vendor confidence.

Each of the Lenders are granted valid, perfected and enforceable
liens and security interests in all of the Debtors' property
created from and after the Petition Date, and all of the Debtors'
right, title and interest in, to and under the Prepetition
Collateral to the extent the same existed on the Petition Date, and
all their proceeds, products, offspring, rents and profits.

A final hearing on the Debtors' use of cash collateral is scheduled
on Nov. 28, 2016 at 2:00 p.m.  The deadline for the filing of
objections to the Debtors' use of cash collateral is Nov. 14,
2016.

A full-text copy of the Order, dated Oct. 31, 2016, is available at

http://bankrupt.com/misc/PCAcquisition2016_1653191pjs_71.pdf

                  About PC Acquisition, LLC.

PC Acquisition, LLC, owns 100 mobile homes that are located at
various mobile home parks.  PC also owns a commercial building
located at 23540 Reynolds Court, Clinton Township, MI.  

PC Acquisition filed a Chapter 11 petition (Bankr. E.D. Mich. Case
No. 16-53191) on Sept. 25, 2016.  The petition was signed by Mark
D. Krueger, member.  The case is assigned to Judge Phillip J.
Shefferly.

The Debtor estimated $1 million to $10 million in assets and $10
million to $50 million in liabilities.

Related entities St. John/Battle Creek Owners, LLC, Battle Creek
Realty, LLC, Denmark Management Company and Denmark Services, LLC,
simultaneously sought Chapter 11 protection.

The Debtors tapped Ernest Hassan, Esq., at Stevenson & Bullock,
P.L.C., in Southfield, Michigan as counsel.

No trustee or examiner has been appointed in the cases and no
committee has been appointed or designated.


PEABODY ENERGY: Unit Enters Into Metropolitan Mine Sale Agreement
-----------------------------------------------------------------
Peabody Energy on Nov. 2, 2016, announced that one of its
Australian subsidiaries has entered into a definitive agreement to
sell Metropolitan Mine in New South Wales, Australia, and its
associated 16.67 percent interest in the Port Kembla Coal Terminal
to a subsidiary of South32 Limited for US$200 million in cash,
subject to customary working capital adjustments.  The transaction
also includes a contingent value right that enables Peabody to
realize additional cash proceeds should future metallurgical coal
prices remain in excess of an agreed forward curve for a period of
approximately 12 months following completion.  The sale also is
expected to release Peabody of approximately A$20 million in
financial assurances, in the form of bank guarantees and cash, that
will be replaced by South32 upon completion.

"This sale supports our actions to strengthen the Australian
portfolio, which remains core to Peabody, and is consistent with
the strategy outlined in our business plan," said President and
Chief Executive Officer Glenn Kellow.  "We expect the transaction
to be accretive to the value reflected in the business plan,
generate meaningful proceeds for the Australian business, decrease
future capital expenditure needs, and reduce risk to the Australian
platform as we pursue a smaller but more profitable portfolio going
forward."

South32 Chief Executive Officer Graham Kerr said: "The Metropolitan
Colliery is a natural fit within our portfolio and the acquisition
is consistent with our strategy to invest in high quality mining
operations where we can create value.  The mine's recently upgraded
infrastructure and close proximity to Illawarra Metallurgical Coal
will enable us to further optimize performance and unlock unique
blending and resource synergies.  We look forward to the
Metropolitan team joining South32."

The transaction is not expected to have any impacts on the mine
staff, workforce, or community, as South32 shares similar core
values as Peabody from a safety, operations and sustainability
perspective.  The mine employs approximately 250 mine-site
employees and as of December 31, 2015 has approximately 28 million
tons of proven and probable reserves.

The contingent value right enables Peabody to share equally with
South32 in any revenue above an agreed metallurgical coal price
forward curve after taxes, royalties and appropriate discounts on
all coal sold for the 12 months following completion, subject to
extension if a minimum amount of coal is not sold in that period.
Transaction closing is anticipated to occur in the first quarter of
2017, subject to clearance by the Australian Competition and
Consumer Commission.  The sale is not subject to a financing
condition as South32 intends to fund the transaction using existing
cash on hand.

South32 Limited is a globally diversified mining and metals company
with high quality operations in Australia, Southern Africa and
South America.

                 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.


PERFORMANCE SPORTS: Files Motion for $575M Sale to Sagard Group
---------------------------------------------------------------
BPS US Holdings, Inc. and its affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to authorize the bidding
procedures in connection with the sale of substantially all assets
to 9938982 Canada, Inc., and affiliates for $575,000,000, in
aggregate, subject to overbid.

The Debtors have been carrying a heavy debt load since their
acquisition of the Easton Baseball and Softball business in 2014.
In addition, the Debtors face significant competitive pressure in
all of their markets, which has been exacerbated by softening
market conditions and related customer credit issues adversely
impacting the Debtors' performance and liquidity in the second half
of fiscal 2016.  Most significantly, however, on Aug. 15, 2016, the
Debtors announced that they would not file their Annual Report,
including their annual audited financial statements for the fiscal
year ended May 31, 2016, by the required filing date, and that the
audit committee of the Performance Sports Group Ltd. board ("Audit
Committee") engaged independent legal counsel to conduct an
internal investigation of the company's accounting practices.

On Aug. 17, 2016, the Debtors announced that they were under
investigation by the United States and Canadian regulators,
including the U.S. Securities and Exchange Commission. In May 2016,
certain of the Debtors' shareholders commenced a class-action
securities lawsuit against the company, alleging, among other
things, that the company made false or misleading statements and
engaged in accounting manipulations.

The Debtors' failure to file timely audited financial statements on
Aug. 28, 2016 resulted in a covenant default under their secured
debt facilities.  With no other source of liquidity, the Debtors
immediately negotiated an amendment to their secured debt
facilities which provided an extension of time by which to file
audited financials until Oct. 28, 2016.  The Debtors also
immediately engaged in a thorough review of the company's strategic
alternatives with the advice and guidance of experienced financial
and legal advisors. Based upon that review and the options
available to the company, the Debtors concluded that entering into
an agreement ("Stalking Horse Agreement") for the going concern
sale of substantially all the assets of the company ("Stalking
Horse Sale") to a group of investors led by Sagard Capital
Partners, L.P., which holds approximately 17% of the company's
equity (collectively, "Stalking Horse Purchaser"), subject to an
auction process in the Bankruptcy Proceedings, was the optimal
course to maximize the value of the company's business.

Due to the impending expiration on Oct. 28, 2016 of the extension
to file audited financial statements and the company's precarious
liquidity positions, the company was not able to conduct a
marketing process for the company's assets, which it will do during
the Bankruptcy Proceedings in accordance with the proposed Bidding
Procedures.

The salient terms of the Stalking Horse Agreement are:

    a. Purchaser: 9938982 Canada, Inc.

    b. Consideration: Stalking Horse Purchaser will (i) assume from
the Debtors the Assumed Liabilities, and (ii) pay to the Debtors an
amount, in cash, equal to the Base Purchase Price of $575,000,000
plus or minus, as applicable, a Property Tax Adjustment, minus the
Specified Assumed Liability Deduction Amount, minus the PRC AE
Holdback.

    c. Credit Bid: The Stalking Horse Purchaser is entitled to
credit bid amounts outstanding under the Term Loan DIP Credit
Agreement.

    d. Deposit: The Purchaser has deposited $28,750,000 in cash as
a "good faith deposit" into an escrow, to be held pursuant to a
Deposit Escrow Agreement, which deposit, plus accrued interest, or
earnings thereon, will be returned to the Stalking Horse Purchaser
or paid to the Debtors.

    e. Closing Date: The closing will take place at the offices of
Paul, Weiss, Rifkind, Wharton & Garrison LLP, commencing at 10:00
a.m. local time on the date that is 2 business days after the day
upon which the Monitor's Certificate has been delivered, all of the
conditions set forth under Article
VIII have been satisfied or, if permissible, waived by Sellers
and/or Purchaser, or on such other place, date and time as shall be
mutually agreed upon in writing by Purchaser and Sellers.

    f. Use of Proceeds: The Debtors will use the Closing Purchase
Price to repay all obligations outstanding at the Closing under the
DIP Credit Agreements, unless the Repayable DIP Obligations are $0
as a result of a credit bid or other repayment.

    g. Bid Protections. An Expense Reimbursement of $3,500,000 and
Break-Up Fee of $20,125,000 in the event certain Termination Events
occur.

The Debtors request that the Sale Order include a provision that
the Successful Bidder for the Assets is a "good faith" purchaser
within the meaning of section 363(m) of the Bankruptcy Code. The
Debtors maintain that providing the Successful Bidder with such
protection will ensure that the maximum price will be received by
the Debtors for the Assets.

The Debtors' ability to successfully emerge from the Bankruptcy
Proceedings depends on the coordinated going-concern sale of the
enterprise through plenary proceedings in both the U.S. and Canada
as contemplated by the Stalking Horse Agreement and the Sale.
Towards that end, and to ensure that the Debtors receive the
maximum value for the Assets, the Debtors will conduct an Auction
and the Stalking Horse Agreement is subject to higher or better
offers.

The salient terms of the Bidding Procedures are:

    a. Good Faith Deposit: Each Bid must be accompanied by a cash
deposit in the amount of 5% of the purchase price (excluding any
Assumed Liabilities) contained in the Modified Asset Purchase
Agreement.

    b. Same or Better Terms: Any Bid for the Acquired Assets must
be on terms that the Sellers determine are the same or better for
the Sellers than the Stalking Horse Agreement.

    c. Executed Agreement: Each Bid must be based on the Stalking
Horse Agreement and must include binding, executed transaction
documents, signed by an authorized representative of such Bidder,
pursuant to which the Bidder proposes to effectuate an Alternate
Transaction ("Modified Asset Purchase Agreement").

    d. Scope of Bid: A Bid must be for all or substantially all of
the Acquired Assets.

    e. Minimum Bid: A Bid must have a purchase price, including any
assumption of liabilities, that in the Sellers' reasonable business
judgment has a value greater than the sum of (i) the Purchase Price
(as defined in the Stalking Horse Agreement) plus (ii) $7,500,000.

    f. Designation of Assigned Contracts and Leases: A Bid must
identify the executory contracts and unexpired leases with respect
to which the Bidder seeks assignment from the Sellers.

    g. Designation of Assumed Liabilities: A Bid must identify all
liabilities which the Bidder proposes to assume.

    h. Closing Date: The Bid must include a commitment to close the
transactions contemplated by the Modified Asset Purchase Agreement
by no later than Feb. 16, 2017 ("Outside Date"). In no event will
the closing of the Sale occur later than Feb. 28, 2017 ("Extended
Outside Date").

    i. Minimum Overbid Increments: At the auction, the increments
are valued at not less than $2,500,000.

    j. Credit Bidding: Holders of DIP Lien Claims will be entitled
to submit Overbids in cash, cash equivalents or other forms of
consideration.

    k. Stalking Horse Purchaser Bid: The Stalking Horse Purchaser
will be entitled to (i) credit bid all or a portion of its DIP Lien
Claims and (ii) submit additional bids and make modifications to
the Stalking Horse Agreement at the Auction consistent with these
Bidding Procedures.

    l. Backup Bidder: If an Auction is conducted, the Qualified
Bidder with the next highest or otherwise best Bid at the Auction.

    m. Stalking Horse as Backup Bid: In the event that there is a
Successful Bidder (other than the Stalking Horse Purchaser) with
respect to all or substantially all of the Acquired Assets, and the
Stalking Horse Purchaser is the Backup Bidder.

To enhance the value of the Debtors' estates, the Debtors request
authority under section 365 of the Bankruptcy Code to assume and
assign the executory contracts and/or unexpired leases associated
with the Subject Assets to the Successful Bidder.

The Debtors submit that the Sale of the Assets as contemplated and
in the Bidding Procedures is in the best interests of the Debtors,
their estates and creditors, and should be approved.

A copy of the Stalking Horse Agreement and Bidding Procedures
attached to the Motion is available for free at:

            http://bankrupt.com/misc/BPS_US_16_Sales.pdf

Contemporaneously herewith, the Debtors have filed a motion to
schedule an expedited hearing on the Bidding Procedures Order on
Nov. 21, 2016. The Debtors are requesting that the Bidding
Procedures Hearing be a joint hearing before the U.S. and Canadian
Courts, as detailed in the Motion to Expedite.

The Debtors propose these dates in connection with the Sale
Process:

    a. Bidding Procedures Objection Deadline: Nov. 14, 2016

    b. Bidding Procedures Hearing: Nov. 21, 2016

    c. Publication of Designated Contracts: Dec. 12, 2016

    d. Contract Objection Deadline/Sale Objection Deadline: Jan. 4,
2017 at 4:00 p.m. (PET)

    e. Bid Submission Deadline: Jan. 4, 2017

    f. Auction: Jan. 9, 2017

    g. Sale Hearing: Jan. 11, 2017

    h. Adequate Assurance Objection Deadline (if applicable): Jan.
13, 2017

The Debtors request to waive the 14-day stay imposed under
Bankruptcy Rules 6004(h) and 6006(d).  To delay the closing and the
resulting reductions of the Debtors' secured obligations and
related adequate protection obligations will burden the estates and
require unnecessary expenditures of the Debtors' limited
resources.

The Purchasers can be reached at:

          9938982 CANADA, INC.
          161 Bay Street Suite 5000
          Toronto ON M5J 2S1, Canada
          Attn: General Counsel
          Facsimile: (416) 607-2251
          E-mail: legal@powercorp.com

                 - and -

          Samuel Robinson
          SAGARD CAPITAL PARTNERS, L.P.
          280 Park Ave. 3rd Floor West
          New York, NY 10017
          Facsimile: (203) 629-6781
          E-mail: robinson@powercorp.com

                 - and -

          Paul Rivett
          FAIRFAX FINANCIAL HOLDINGS, LTD.
          Suite 800
          95 Wellington Street West
          Toronto, Ontario M5J 2N7
          Facsimile: (416) 367-2201
          E-mail: PRivett@hwic.ca

                 - and -

          Michael Movsovich
          Richard Campbell
          KIRKLAND & ELLIS LLP
          601 Lexington Avenue
          New York, NY 10022
          Facsimile: (212) 446-4900
          E-mail: michael.movsovich@kirkland.com
                  richard.campbell@kirkland.com

                 - and -

          John Tuzyk
          Philippe Bourassa
          BLAKE, CASSELS & GRAYDON LLP
          199 Bay Street
          Suite 4000, Commerce Court West
          Toronto ON M5L 1A9, Canada
          Facsimile: (416) 863-2653
                     (514) 982-4099
          E-mail: john.tuzyk@blakes.com
                 philippe.bourassa@blakes.com

                 - and -

          Scott Petepiece
          Fred Sosnick
          SHEARMAN & STERLING LLP
          599 Lexington Avenue
          New York, NY 10022
          E-mail: spetepiece@shearman.com
                  fsosnick@shearman.com

                 - and -

          David Chaikof
          Thomas Yeo
          TORYS LLP
          Suite 3000
          79 Wellington Street West
          Box 270, Toronto Dominion Centre
          Toronto, Ontario M5K 1N2
          Facsimile: (416)865-7380
          E-mail: dchaikof@torys.com
                  tyeo@torys.com

Proposed Co-Counsel to the Debtors:

          Pauline K. Morgan, Esq.
          Sean T. Greecher, Esq.
          Justin H. Rucki, Esq.
          Shane M. Reil, Esq.
          YOUNG CONAWAY STARGATT & TAYLOR, LLP
          Rodney Square
          1000 North King Street
          Wilmington, DE 19801
          Telephone: (302) 571-6600
          Facsimile: (302) 571-1253

                 - and -

          Kelley A. Cornish, Esq.
          Alice Belisle Eaton, Esq.
          Claudia R. Tobler, Esq.
          Christopher Hopkins, Esq.
          PAUL, WEISS, RIFKIND,
          WHARTON & GARRISON LLP
          1285 Avenue of the Americas,
          New York, New York 10019
          Telephone: (212) 373-3000
          Facsimile: (212) 757-3990



                     About Performance Sports

Headquartered in Exeter, New Hampshire with global operations,
Performance Sports Group Ltd. (NYSE: PSG) (TSX: PSG) --
http://www.PerformanceSportsGroup.com/-- is a developer and
manufacturer of ice hockey, roller hockey, lacrosse, baseball and
softball sports equipment, as well as related apparel and soccer
apparel. The Company is the global leader in hockey with the
strongest and most recognized brand, and is a leader in North
America in baseball and softball.  Its products are marketed under
the BAUER, MISSION, MAVERIK, CASCADE, INARIA, COMBAT and EASTON
brand names and are distributed by sales representatives and
independent distributors throughout the world.  In addition, the
Company distributes its hockey products through its Burlington,
Massachusetts and Bloomington, Minnesota Own The Moment Hockey
Experience retail stores.

The ultimate parent BPS US Holdings, Inc., along with 17 affiliated
entities, including Performance Sports Group Ltd., each filed a
voluntary Chapter 11 petition on Oct. 31, 2016, after reaching a
deal to sell all assets to a group of investors led by Sagard
Capital Partners, L.P. and Fairfax Financial Holdings for $575
million.

The cases are pending before the Honorable Kevin J. Carey, and are
jointly administered under Bankr. D. Del. Lead Case No. 16-12373.

The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison LLP, as
counsel; Young Conaway Stargatt & Taylor, LLP, as co-counsel;
Stikeman Elliott LLP, as Canadian legal counsel; Centerview LLP, as
investment banker to the Special Committee; Alvarez & Marsal North
America, LLC, as restructuring advisor; Joele Frank, Wilkinson,
Brimmer, Katcher, as communications and relations advisors; KPMG
LLP, as auditors; Ernst & Young LLP, as CCAA monitor; and Prime
Clerk LLC, as claims, noticing and solicitation agent.


PERFORMANCE SPORTS: Proposes $386M Financing From Sagard
--------------------------------------------------------
BPS US Holdings Inc. and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware for authorization to
(i) obtain postpetition financing from a group of investors
affiliated with Sagard Capital Partners, L.P., and (ii) use cash
collateral of their prepetition lenders.

The Debtors relate that the primary focus of their bankruptcy
proceedings is to facilitate an orderly sale of substantially all
of their assets as a going concern following a fair and robust sale
process.  The Debtors have already negotiated an asset purchase
agreement with a group of investors led by Sagard and Fairfax
Financial Holdings Limited as a proposed stalking horse purchaser.

The Debtors tell the Court that given their challenged operating
performance and ongoing accounting investigation, among other
factors, leading up to the commencement of the Bankruptcy
Proceedings, the Stalking Horse Bid sets an excellent starting
point for the Sale Process.   The Debtors further tell the Court
that the Stalking Horse Bid provides for, among other things, (1)
the repayment in full of all of the Debtors' secured creditors, (2)
the assumption by the Stalking Horse Bidder of certain unsecured
liabilities, (3) meaningful distributions to the Debtors' remaining
stakeholders under a plan, and (4) the continued operation of the
Debtors' business as a going concern under new ownership
post-closing.

The Debtors contend that in order to continue operating their
business in the ordinary course to preserve the going-concern value
of the Debtors' assets and complete the Sale Process, it is
critical that the Debtors have access to debtor-in-possession
financing during the Bankruptcy Proceedings.  The Debtors further
contend that without DIP financing, the Debtors would not have
sufficient liquidity, whether unencumbered cash on hand or
generated from operations, to continue to operate their business or
pursue the Sale Process.

The Debtors seek approval of, among other things, two separate but
coordinated DIP financing facilities, which consist of an
asset-based revolving credit facility and a new money term loan
facility.  The Debtors also seek approval of the continued use of
the Prepetition Secured Creditors' collateral, including cash
collateral, to which the Prepetition Secured Creditors consent.
The Debtors contend that the use of collateral, together with the
DIP Facilities, will provide the Debtors with sufficient liquidity
to conduct the Sale Process, repay and refinance the Debtors'
obligations under the Prepetition Term Loan Facility, and otherwise
fund the Bankruptcy Proceedings.

                        ABL DIP Financing

The relevant terms of the ABL DIP Financing, among others, are:

     (1) Commitments:

          Revolving Commitment: $200 million
          Swingline Subfacility: $20 million
          Letter of Credit Subfacility: $1.5 million

     (2) Interest Rate and Default Interest:

          Interest Rate:  U.S. Base Rate/Canadian Base Rate + 3.5%
                          LIBO Rate/CDOR + 4.5%

          Default Rate: otherwise applicable rate + 2%

                     Term Loan DIP Facility

The relevant terms of the Term Loan DIP Facility, among others are:


     (1) Commitments:

          Refinancing Term Loans: Term Loans in an amount equal to
the lesser (1) the amount necessary to repay in full the Debtors'
obligations under the Prepetition Term Loan Facility and (2)
$331,300,000.

          Delayed Term Loans: Term Loans in an aggregate amount
equal to $30 million.

     (2) Interest Rate and Default Interest:

          Interest Rate: 8% per annum

          Default Rate: otherwise applicable rate + 2%

The common provisions of ABL DIP Facility and Term DIP Facility,
among others are:

     (1) Maturity and Termination Date:

          (a) 120 days after the Petition Date;

          (b) consummation of a Sale Transaction;

          (c) acceleration of the Term Loans;

          (d) three business days after the Petition
Date if the Interim Financing Orders are not entered in the
Bankruptcy Courts; and/or

          (e) 30 days after entry of the Interim Financing Order if
the Final Financing Order is not entered by the U.S. Bankruptcy
Court.

     (2) Adequate Protection: The Prepetition Secured Creditors
will receive adequate protection to the extent of any diminution in
value of their interests in the Prepetition Collateral from and
after the Petition Date, including through the provision of
replacement liens, superpriority administrative claims, current
cash payment of reasonable fees and expenses, including attorneys'
fees, and monthly cash payments in an amount equal to interest on
the debt under the Prepetition Credit Documents at the default
rate.

     (3) Carve-Out:  Consists of:

          (a) all allowed administrative expenses for statutory
fees payable to the Office of the United States Trustee, together
with the statutory rate of interest, or by final order of the
Court, and fees required to be paid to the Clerk of the Court;  
          (b) all reasonable and documented fees and expenses up to
$50,000 incurred by a trustee;

          (c) to the extent allowed at any time, whether by interim
order, procedural order, or otherwise all unpaid fees, costs, and
expenses incurred by (x) persons or firms retained by the Debtors
pursuant to Sections 327, 328, or 363 of the Bankruptcy Code and
(y) the Monitor and Professionals of the Debtors and the Monitor
retained, in each case, in connection with the Canadian
Proceedings, to the extent such fees are covered by Administrative
Charges set forth in the Interim Order entered by the Canadian
Court, at any time before or on or before the day which the ABL DIP
Agent delivers a Carve-Out Trigger Notice; and

          (d) Professional Fees in an aggregate amount not to
exceed $7,500,000 incurred after the first business day following
delivery by the ABL DIP Agent of the Carve-Out Trigger Notice.

     (4) Milestones:  The Debtors must comply with these
milestones:

          (a) on the Petition Date, file a motion to approve
bidding procedures and stalking horse protections for Stalking
Horse Bidder in respect of a 363 sale transaction in the U.S. Cases
and an asset sale transaction under the CCAA Cases;

          (b)  within three business days after the Petition Date,
obtain entry of Interim Financing Orders from the Bankruptcy
Courts;

          (c) within 21 days after the Petition Date, the Debtors
shall obtain entry from each Bankruptcy Court an order approving
the Bidding Procedures Motion and the Bid Protections specified
therein;

          (d) within thirty days after the Interim Financing Order
Date, entry of a Final Financing Order in each Bankruptcy Court;

          (e) on or before Jan. 4, 2017, the bid deadline set forth
in the Bid Procedures Order will occur;

          (f) on or before Jan. 9, 2017, if qualifying bids are
received, the Debtors will hold an auction with respect to the Sale
Transaction;

          (g) on or before Jan. 16, 2017, the Debtors will obtain
entry of the court orders of the Bankruptcy Courts authorizing the
Sale Transaction to the successful bidder;

          (h) on or before Feb. 16, 2017, the Sale Transaction will
close; provided, that such date will be extended to February 28,
2017 if (x) Stalking Horse Bidder is designated as the back-up
bidder, for purposes of the Sale Transaction or (y) if the Stalking
Horse Bidder is unable to complete necessary regulatory approvals
on or before Feb. 16, 2017.

                 $157M Disbursements for 13 Weeks

The Debtors' Proposed Budget covers a 13-week period, beginning on
the week ending Nov. 4, 2016 and ending on the week ending Jan. 27,
2016.  The Budget provides for total disbursements in the amount of
$156,759,000.

Prepetition Obligors Performance Sports Group, Ltd. and each of the
Debtors, other than PSG Innovation Inc. and PSG Innovation Corp.,
entered into an ABL Credit Agreement with the Prepetition ABL
Lenders and Bank of America, N.A., as administrative and collateral
agent, which provided the Debtors with a $200 million asset-based
credit facility.  The Prepetition ABL Facility matures on April 15,
2019, and approximately $159 million in principal is outstanding
under the facility, as of the Petition Date.  

The Prepetition ABL Lenders were granted a first-priority lien on
substantially all of the Prepetition Obligors accounts, deposits
and securities accounts, inventory, and other current assets.  They
were also granted a second-priority lien on the Fixed Asset
Priority Collateral, subject to certain permitted liens and
exceptions.

The Prepetition Obligors entered into a term loan facility with the
Prepetition Term Loan Lenders, and Bank of America, N.A. as
administrative and collateral agent, which provided the Debtors
with a $450 million term loan credit facility.  The Prepetition
Term Loan Facility matures on April 15, 2021, and approximately
$330.5 million in principal, plus accrued and unpaid interest of
approximately $1.4 million, is outstanding as of the Petition
Date.

The Debtors propose to grant to the ABL DIP Agents, for the benefit
of the ABL DIP Lender Parties, security interests in and liens on
all of the ABL Priority Collateral, the Fixed Asset Priority
Collateral, and other property of the Debtors, on which a lien is
granted pursuant to the ABL DIP Loan Documents,  and non-priming
security interests and liens with respect to the property upon
which there are either pre-existing permitted senior liens other
than the Prepetition Senior Liens or no pre-existing liens.

The Debtors further propose to grant superpriority administrative
expense status to the obligations under the ABL DIP Loan
Documents.

A full-text copy of the Debtor's Motion, dated October 31, 2016, is
available at
http://bankrupt.com/misc/BPSUSHoldings2016_1612373kjc_14.pdf

BPS US Holdings Inc. and its affiliated debtors are represented
by:

          Pauline K. Morgan, Esq.
          Sean T. Greecher, Esq.
          Justin H. Rucki, Esq.
          Shane M. Reil, Esq.
          YOUNG CONAWAY STARGATT & TAYLOR, LLP
          Rodney Square
          1000 North King Street
          Wilmington, DE 19801
          Telephone: (302) 571-6600

          - and -

          Kelley A. Cornish, Esq.
          Alice Belisle Eaton, Esq.
          Diane Meyers, Esq.
          Claudia R. Tobler, Esq.
          Christopher J. Hopkins, Esq.
          PAUL, WEISS, RIFKIND,
          WHARTON & GARRISON LLP
          1285 Avenue of the Americas
          New York, NY 10019
          Telephone: (212) 373-3000

                     About Performance Sports

Headquartered in Exeter, New Hampshire with global operations,
Performance Sports Group Ltd. (NYSE: PSG) (TSX: PSG) --
http://www.PerformanceSportsGroup.com/-- is a developer and
manufacturer of ice hockey, roller hockey, lacrosse, baseball and
softball sports equipment, as well as related apparel and soccer
apparel. The Company is the global leader in hockey with the
strongest and most recognized brand, and is a leader in North
America in baseball and softball.  Its products are marketed under
the BAUER, MISSION, MAVERIK, CASCADE, INARIA, COMBAT and EASTON
brand names and are distributed by sales representatives and
independent distributors throughout the world.  In addition, the
Company distributes its hockey products through its Burlington,
Massachusetts and Bloomington, Minnesota Own The Moment Hockey
Experience retail stores.

The ultimate parent BPS US Holdings, Inc., along with 17 affiliated
entities, including Performance Sports Group Ltd., each filed a
voluntary Chapter 11 petition on Oct. 31, 2016, after reaching a
deal to sell all assets to a group of investors led by Sagard
Capital Partners, L.P. and Fairfax Financial Holdings for $575
million.

The cases are pending before the Honorable Kevin J. Carey, and are
jointly administered under Bankr. D. Del. Lead Case No. 16-12373.

The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison LLP, as
counsel; Young Conaway Stargatt & Taylor, LLP, as co-counsel;
Stikeman Elliott LLP, as Canadian legal counsel; Centerview LLP, as
investment banker to the Special Committee; Alvarez & Marsal North
America, LLC, as restructuring advisor; Joele Frank, Wilkinson,
Brimmer, Katcher, as communications and relations advisors; KPMG
LLP, as auditors; Ernst & Young LLP, as CCAA monitor; and Prime
Clerk LLC, as claims, noticing and solicitation agent.


PERFORMANCE SPORTS: S&P Lowers CCR to 'D' on Ch. 11 Filing
----------------------------------------------------------
S&P Global Ratings said that it lowered its corporate credit rating
on Performance Sports Group Ltd. (PSG) to 'D' from 'CCC'.

Concurrently, S&P lowered its issue-level ratings on the company's
$450 million term loan due 2021 to 'D' from 'CCC'.  In addition,
S&P revised its recovery rating to '1' from '4', reflecting its
expectation of a very high (90%-100%) recovery in the event of a
payment default.

The rating actions follow PSG's voluntary filing of Chapter 11
bankruptcy protection on Oct. 31, 2016.  The filing comes after the
company missed its Oct. 28, 2016, deadline to file its fiscal year
ended May 31, 2016, annual financial statements.  The company had
received an extension on Aug. 15, 2016, following its announcement
that it would not file its 10-K in a timely basis, citing an
internal investigation.  As a result of the company's inability to
secure an extension or amendment with its lenders, the company was
unable to comply with its financial covenants, triggering its
facilities to come due.  PSG's operating performance substantially
deteriorated during the past year as a result of continued negative
foreign currency exchange translation, significant industry
headwinds within the hockey and baseball equipment sectors, and a
challenging retail environment that has resulted in the store
closings for key retailers.

At the same time as the bankruptcy filing, the company entered into
an Asset Purchase Agreement with an acquisition vehicle co-owned by
Sagard Capital Partners L.P. and Fairfax Financial Holdings Limited
to essentially sell all the assets of the company for a
consideration of $575 million.  The sale of the assets will be
conducted through a competitive bidding process and will need to be
approved by the U.S. and Canadian courts, with the initial offer
acting as a minimum bid for the assets.  Sagard and Fairfax would
be paid a $20.1 million break-up fee if a higher bid emerges.

To continue operating and to fund the auction and sale process, PSG
has secured a commitment for a $386 million debtor-in-possession
(DIP) financing, with $25 million available immediately, as well as
a $361.3 million term loan facility of up to $331.3 million to
repay the company's existing pre-petition term loan facility and
$30 million to fund working capital needs. Bank of America and some
of the lenders to the company's existing asset-based lending
facility (ABL) have agreed to arrange ABL DIP financing to support
PSG's continued operations, providing for a secured asset-based
revolving credit facility of up to $200 million, which is subject
to approval by the U.S. Court and the Canadian Court.

S&P's revised recovery rating is based on the stalking horse bid
for the auction of $575 million by parties that are already
familiar with the business.  The underlying valuation would be
sufficient to provide all debt lenders with a full recovery.  S&P
notes that this is substantially higher than our existing recovery
valuation and likely reflects expectations of a dramatic increase
in EBITDA, although current EBITDA levels are unclear given the
delay in issuing financial statements and an ongoing investigation
related to financial reporting.


PICO HOLDINGS: RPN Says UCP Begins Financial Decline
----------------------------------------------------
PICO Holdings, Inc. (Nasdaq:PICO), based in La Jolla, Calif., is a
diversified holding company reporting recurring losses since 2008.
PICO owns 57% of UCP, Inc. (NYSE:UCP), 100% of Vidler Water
Company, Inc., a securities portfolio and various interests in
small businesses. PICO has $662 million in assets and $426 million
in shareholder equity. Central Square Management LLC and River Road
Asset Management LLC collectively own more than 14% of PICO. Other
activists at http://ReformPICONow.com/(RPN) have taken to the
Internet to advance the shareholder cause.

On October 14, UCP made four related announcements in an 8-K filing
with the SEC. The bloggers at RPN analyze the disclosures. First,
the bloggers note that UCP reported a surprising drop in
deliveries.  According to the bloggers, "UCP reported that
deliveries for Q3 declined from 202 to 199. This is highly unusual
and we know of no other homebuilder that reported lower deliveries
year on year. Pulte Group, KB Homes and Lennar reported increases
in home deliveries of 16%, 11% and 7% respectively."

"Second, UCP shocked homebuilder observers with its announcement
that it would writedown all the goodwill from the Citizens
acquisition. WTF? A goodwill writedown? In the homebuilding
industry?

"In 2016? We didn't think a goodwill writedown was possible in the
homebuilder industry in 2016.

"We know of no other homebuilder that has written down goodwill –
for the last several years. Homebuilding is on a tear. Demand is
high and growing. Prices for both real estate and homes are rising.
Margins are expanding. The industry is turning in fantastic
results. How in the world could UCP botch its only acquisition so
badly that it writes down 30% of the purchase price?"

The writedown is especially surprising given the markets involved.
The Citizens acquisition gave UCP a presence in Charlotte and
Raleigh, North Carolina, Myrtle Beach, South Carolina and
Nashville, Tennessee. These are some of the best homebuilder
markets in the country.

According to the bloggers, there have been dozens of acquisitions
in the homebuilder industry over the last 5 years. Very few have
involved goodwill.  "Of those where goodwill was booked, we don't
know of a single one that has experienced a writedown. UCP's
acquisition of Citizens is the only transaction with that
ignominious distinction."

"Not surprisingly, in 2014, Mr. Bogue's base salary was increased
by about $100,000 or 25%. 2014 was also the year of the
empire-building Citizens acquisition. Sounds like once again, Mr.
Bogue wins and investors lose."

Third, UCP announced that subsequent to June 30, 2016, it purchased
270 residential lots for $7.7 million and acquired purchase
contracts on 1,247 residential lots for an exercise price of $31.9
million. UCP has not gone defensive, as the bloggers previously
speculated.

Fourth, UCP announced that it proposed a private Senior Note
offering, with a 2021 maturity. "UCP intended to use the New 2021
Senior Notes to repay the 8.5% Senior Notes due 2017, to pay
upcoming smaller maturities and for general corporate purposes.
Since UCP generates almost no cash, we assume this offering would
have helped pay for the aforementioned optioned lots.

The situation grew sketchy on October 17, just 3 days after the
initial press release. UCP announced that it was terminating its
pursuit of the $25 million secured revolver. Jamie Pirrello, UCP
CFO, said that due to the imminent $200 million Senior Note
offering, the subsequent repayment of outstanding borrowings and
$11.8 million that would be available for additional borrowing,
UCP's 'business plan does not require, at this time, the additional
liquidity that would be provided by the potential $25 million
facility.'

In an 8-K filed with the SEC, UCP announced that it had pulled its
2021 Senior Note offering, 'in light of challenged market
conditions.'

In other words, it got pulled because UCP either couldn't sell it
at all or UCP couldn't sell it at a rate that would preserve
earnings. But it didn't get sold.

As of June 30, UCP had almost $16 million in debt maturities due in
2016. And for 2017, in addition to the $75 million in Senior Notes
that come due in October, UCP also has an additional $54 million in
maturities. Total maturities between June 30, 2016 and the end of
2017: about $145 million.

"Show us a homebuilder that can't borrow. And we'll show you a
homebuilder whose employees will be running for the exits. We'll
show you a homebuilder with a shrinking balance sheet and income
statement. We'll show you a homebuilder who is calling its
investment bankers to drum up purchase offers -- fast."


PORT OF ALGOMA: Judge Declares Port 'Insolvent'
-----------------------------------------------
David Helwig at SooToday.com reports that the Port of Algoma Inc.
is insolvent and has no operating management, a Toronto judge
claimed on Oct. 17, 2016.

SooToday.com says Justice Frank Newbould of Ontario's Superior
Court made the remark as he rejected a second application by Port
of Algoma Inc. to get Essar Steel Algoma to pay for cargo handling
services rendered since the Sault steelmaker filed one year ago for
insolvency protection.

"There is no management or direction given by [Port of Algoma] to
[Essar Steel Algoma]," the judge said in his written decision.
"[Port of Algoma] has no operating management at all. It is
insolvent."

According to SooToday.com, Judge Newbould said that the port was
just improperly raising the same argument it tried unsuccessfully
to use on him in a similar application back in June.

"[The port] raises the same argument again. It is not open to [the
port] to do so. It has been decided against [the port] and there
was no appeal from that decision. In any event, I am not persuaded
that anything has changed regarding how the port is operated."

Port of Algoma Inc. was created as a separate business entity in
September 2014, when Essar Steel Algoma Inc. spun off its aging
Sault dock as part of a restructuring deal, SooToday.com notes.
The port is 99% owned by Essar Ports, a subsidiary of Essar Steel
Algoma's parent company, Essar Global Fund Ltd.  The remaining one
per cent is owned by the City of Sault Ste. Marie.

SooToday.com relates that Port of Algoma said it's entitled to be
paid because it provides cargo handling services to Essar Algoma on
the port property.  But the port work is actually done by Essar
Algoma workers.  The port claims to manage and direct the port
staff, the report says.

"That is not what the evidence is," the report quotes Judge
Newbould as saying.

Concern was expressed in the courtroom about an unpaid US$20
million promissory note issued by the port to Essar Steel Algoma
that was later assigned to the Indian-based parent company, Essar
Global Fund Ltd, SooToday.com states.

SooToday.com recalls that on September 26, Judge Newbould directed
a court-appointed monitor to commence oppression proceedings by
October 21 under the Canada Business Corporations Act, related to
the Port of Algoma transaction.

Judge Newbould ruled on Oct. 17 that it would be premature to order
Essar Algoma to pay the port for cargo handling until the
oppression proceedings are decided, the report says.


PRECISION CASTING: Authorized to Use Cash for Six Months
--------------------------------------------------------
Judge Thomas B. McNamara of the U.S. Bankruptcy Court for the
District of Colorado authorized Precision Casting Prototypes and
Engineering, Inc., to use cash collateral on a final basis, for six
months.

The Debtor is indebted to:

     (1) Bank of the West, in the amount of $860,740;
     (2) TCF Equipment Finance, in the amount of $113,000;
     (3) Stearns Bank, in the amount of $77,864; and
     (4) First Sound Bank, in the amount of $78,756.

Bank of the West asserts a blanket lien on all of the Debtor's
assets, including its equipment, accounts and accounts receivable,
and their proceeds.  TCF Equipment Finance, Stearns Bank and First
Sound Bank each assert purchase money security interests in
specific pieces of equipment owned by the Debtor.

Judge McNamara acknowledged that the preservation, maintenance and
enhancement of the value of the Debtor's assets are of the utmost
significance and importance.  He further acknowledged that the
Debtor lacks sufficient available sources of working capital and
financing to carry on the operation of its business without the use
of cash collateral.  Judge McNamara added that without the ability
to use cash collateral, the continued operation of the Debtor's
business would not be possible and serious and irreparable harm to
the Debtor and its estate would be inevitable.

The Final Budget covers the period from October 2016 to April 2017.
The Budget provides for total expenses in the amount of $188,024
for the months of November and December 2016; $188,524 for the
months of January through April 2017.

The Debtor is directed to make the following monthly adequate
protection payments:

     (1) $7,600 to the Bank of the West;
     (2) $1,750 to TCF Equipment Finance;
     (3) $600 to Stearns Bank; and
     (4) $700 to First Sound Bank.

Judge McNamara held that the adequate protection obligations due to
the Secured Lenders will constitute a superpriority claim against
the Debtor, with priority in payment over any and all unsecured
claims and administrative expense claims against the Debtor,
subject to the Carve Out.

The Secured Lenders are granted a replacement lien on all
post-petition cash collateral.

The Carve Out consists of:

     (1) all statutory fees required to be paid by the Debtor to
the Clerk of the Bankruptcy Court and to the Office of the U.S.
Trustee;

     (2) the disbursements set forth in the Final Budget for
Professional Fees to the extent accrued during the period covered
by the Final Budget and remaining unpaid upon termination of the
use of cash collateral; and

     (3) the Professional Fees allowed by the Court, and fees and
expenses incurred by a trustee.

The Debtor's right to use the Cash Collateral will terminate on
the
earlier of:

   a. the Debtor's failure to make any of the Adequate Protection
Obligations or otherwise cure such payments after 7 days written
notice;

   b. the Court's appointment of a chapter 11 trustee or examiner;

   c. conversion of the Debtor's chapter 11 case to a chapter 7
case;

   d. the Debtor's failure to comply with the requirements set
forth in this Order;

   e. a material adverse change in the Debtor's financial condition
or business
      operations; or

   f. six months from the date of this Final Order.

A full-text copy of the Final Order, dated Oct. 31, 2016, is
available at
http://bankrupt.com/misc/PrecisionCasting2016_1620113tbm_47.pdf

              About Precision Casting Prototypes
                    and Engineering, Inc.

Precision Casting Prototypes & Engineering, Inc., is a veteran
owned foundry and machine shop in Colorado serving the entire
United States. Precise Cast operates at a leased property at 7501
East Dahlia Street in Commerce City, Colorado.  Precise Cast
specializes in rapid prototyping and the precision casting and
machining of aluminum, magnesium, and zinc parts primarily for
Fortune 500 companies in the aerospace, defense, automotive,
commercial vehicle, electronic, and medical device industries.

Precision Casting Prototypes & Engineering filed a Chapter 11
petition (Bankr. D. Colo. Case No. 16-20113) on Oct. 13, 2016.  The
petition was signed by Craig R. Reeves, president.  The Debtor is
represented by Kenneth J. Buechler, Esq., at Buechler & Garber,
LLC.  The case is assigned to Judge Thomas B. McNamara.  The Debtor
estimated $500,000 to $1 million in assets and $1 million to $10
million in debt at the time of the filing.


PROAMPAC PG: Moody's Assigns B3 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating and
B3-PD Probability of Default Rating to ProAmpac PG Borrower LLC.
Moody's also assigned a B2 rating to the First Lien Credit
Facilities and a Caa2 rating to the Second Lien Credit Facility
(details below). The ratings outlook is stable. The proceeds from
the new facilities will be used to finance the acquisition of
flexible packaging manufacturer ProAmpac by Pritzker Group from
Wellspring Capital Management as well as pay fees and expenses
associated with the transaction.

The purchase price is supported by an undisclosed equity investment
by Pritzker Group. The transaction is expected to close in November
2016.

Moody's took the following actions:

ProAmpac PG Borrower LLC:

   -- Assigned Corporate Family Rating, B3

   -- Assigned Probability of Default Rating, B3-PD

   -- Assigned $75 million Gtd Senior Secured First Lien Revolving

      Credit Facility due 2021, B2/LGD 3

   -- Assigned $830 million Gtd Senior Secured First Lien Term
      Loan due 2023, B2/LGD 3

   -- Assigned $215 million Gtd Senior Secured Second Lien Term
      Loan due 2024 Caa2/LGD 6

The ratings outlook is stable.

ProAmpac Intermediate Inc.:

   -- Withdraw all ratings following close of transaction

The ratings are subject the transaction closing as proposed and the
receipt and review of the final documentation.

RATINGS RATIONALE

The assignment of the B3 CFR, despite an increase in pro forma
leverage following the buyout, reflects anticipated benefits from
acquisitions and the elimination of various onetime charges and
productivity initiatives. Credit metrics are expected to improve
over the next 12 to 18 months, but remain within the rating
category. The company has reported that it has exceeded the
expected synergies associated with the combination of Prolamina,
Ampac and Coating Excellence International ("CEI"). Additionally,
the company is expected to benefit from higher margin new products
and cross-selling opportunities from recent acquisitions. The
rating is also supported by the company's pledge to direct all free
cash flow to debt reduction over the rating horizon.

The B3 corporate family rating reflects high leverage, high
percentage of commodity products and high percentage of
non-contracted business. The rating also reflects the risks
inherent in the fragmented and competitive industry in which the
company operates and the integration risk for the recent
acquisitions of Ampac, CEI and Vitex. Approximately 50% of the
company's business is not under contract with raw material
pass-through provisions. Additionally, average lags on the raw
material cost pass-throughs are 90 days for the business that is
contracted and costs other than raw materials are not passed
through. The company has some exposure to cyclical end markets.

Strengths in the combined company's competitive profile include a
high percentage of sales in relatively more stable end markets,
such as food and healthcare, long term relationships with customers
and a continued focus on producing innovative products. The company
has maintained long standing relationships with its customers,
including well-known blue chip names. The acquisition of CEI
provides meaningful exposure to the attractive pet food market and
has limited customer overlap.

The ratings could be upgraded if the company sustainably improves
credit metrics within the context of a stable operating and
competitive environment. An upgrade would also be dependent upon
the maintenance of good liquidity, including an appropriately sized
revolver, and conservative financial and acquisition policies. The
ratings could be upgraded if adjusted total debt to EBITDA moves
below 5.5 times, funds from operations to debt remains above 8.0%,
and EBITDA to gross interest coverage increases to above 3.0
times.

The rating could be downgraded if there is deterioration in the
credit metrics, liquidity or the operating and competitive
environment. Additional debt financed acquisitions, excessive
acquisitions (regardless of financing) and/or a move to an
aggressive financial profile could also prompt a downgrade.
Specifically, the rating could be downgraded if total adjusted debt
to EBITDA remains above 6.0 times, EBITDA to gross interest
coverage declines below 2.0 times, and/or funds from operations to
debt declines below 6.0%.

The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
September 2015.

Headquartered in Cincinnati, Ohio, ProAmpac is a supplier of
flexible plastic packaging products serving customers in the food,
retail, healthcare and industrial end markets. In 2015, the company
was formed through the combination of Prolamina, Ampac Packaging
and Coating Excellence International ("CEI"). The company has 12
manufacturing facilities in the United States, 3 in Europe, 2 in
Southeast Asia and 1 in Canada. Approximately 92% of sales are
generated in North America and approximately 8% are generated
internationally. Their primary raw materials are resin (PET, LDPE,
HDPE, polypropylene), paper, foil, film and fabric. Pro forma net
sales for the 12 months ended September 30, 2016 totaled
approximately $906 million. ProAmpac will be a portfolio company of
Pritzker Group.


PROAMPAC PG: S&P Assigns 'B' CCR; Outlook Stable
------------------------------------------------
S&P Global Ratings said it has assigned its 'B' corporate credit
rating to Cincinnati-based ProAmpac PG Intermediate LLC, the direct
parent of flexible-packaging provider ProAmpac Intermediate Inc.
The outlook is stable.

Simultaneously, S&P assigned a 'B' issue-level rating to the
company's proposed first-lien facilities (consisting of a $75
million revolving credit facility and $830 million first-lien term
loan) with a recovery rating of '3', indicating S&P's expectation
for meaningful (upper half of the 50%-70% range) recovery in the
event of payment default.

In addition, S&P assigned its 'CCC+' issue-level rating to the
company's proposed $215 million second-lien term loan with a
recovery rating of '6', indicating S&P's expectation of negligible
(0%-10%) recovery in the event of a default.

The company intends to use these debt proceeds, along with an
equity contribution from Pritzker Group Private Capital, to
purchase ProAmpac Intermediate Inc. and pay fees and expenses.

S&P assigned its 'B' corporate credit rating on ProAmpac in
conjunction with its sale to new financial sponsor Pritzker Group.
Despite the additional debt leverage with which the company will
operate following the transaction-- S&P estimates pro forma
adjusted debt to EBITDA at nearly 7x as of Sept. 30, 2016-- S&P
believes that the stable demand for its products, enhanced
profitability, and free cash generation will allow it to reduce
debt leverage over the next year.

With annual revenues of around $900 million for the last 12 months
ended June 30, 2016, ProAmpac is a flexible-packaging manufacturer
in a highly fragmented and competitive industry.  The merger of
Prolamina and Ampac Packaging LLC in August 2015, with the
subsequent acquisition of Coating Excellence International (CEI) in
December 2015, resulted in a decent scale of operations with
capabilities in extrusion and adhesive laminating, high-end
printing, and converting.

The company faces keen competition from alternative suppliers and
larger, well-capitalized competitors such as Bemis and Amcor. These
factors are partially offset by the company's longstanding
relationships with well-established customers; its exposure to the
relatively stable food, retail, and health care end markets; and
its good market positions in certain industry niches such as retort
pouches and specialty retail shopping bags.  ProAmpac's top 10
customers account for about 20% of its 2016 sales, reflecting a
somewhat diversified customer base.

ProAmpac derives about 44% of its sales from the food sector and
about 30% of its sales from retail and health care, followed by
modest exposures to the industrial and other end markets.  The
company has limited geographic diversity, with about 85% of its
revenues generated in the U.S.

The company's products use raw materials such as resin, paper, and
foil, prices for which can be volatile.  ProAmpac has some pricing
flexibility to pass increasing raw material costs through to its
customers.  While about half of the company's revenues are not
under contract, the company nonetheless passes through changes in
raw material prices, albeit with a lag.  The duration of this lag
is manageable, but it can cause some volatility in the company's
quarterly earnings and margins.

Pro forma for the transaction, S&P estimates ProAmpac's total
adjusted debt to EBITDA will be about 7.0x at close, expected late
November.  S&P expects that the company's leverage will gradually
decline to below 6x over the next 12-18 months.  Nevertheless, S&P
highlights the financial policy risks associated with its ownership
by a new equity sponsor Pritzker Group Private Capital. S&P's
forecast does not assume any significant shareholder initiatives or
material acquisitions over that period.

The stable outlook reflects S&P's expectation that ProAmpac's
credit metrics will strengthen modestly over the next year,
including leverage in the low-6x area.  S&P expects that ProAmpac's
operating performance will be supported by the company's stable
food, consumer products, and medical end markets, and that EBITDA
margins will benefit from synergy achievement.  In addition, S&P
assumes the company will generate positive free cash flow and that
those funds will be directed toward deleveraging.

S&P could lower its ratings on ProAmpac if the company is unable to
deleverage below 6.5x over the next 12 months.  This could occur if
the company's operating performance deteriorates materially because
of increasingly competitive market conditions, volatile raw
material costs, the loss of a key customer, large debt-financed
acquisition, or debt-funded shareholder returns.

Although unlikely over the next 12 months given S&P's expectation
that leverage will remain high, S&P could raise its ratings on
ProAmpac if the company is able to lower its debt leverage below 5x
and the financial sponsor is committed to sustaining lower debt
leverage.


QUAIL RIDGE REALTY: Wants to Use Wells Fargo Cash Collateral
------------------------------------------------------------
Quail Ridge Realty Associates, LP seeks authority from the U.S.
Bankruptcy Court for the Eastern District of Texas to use of the
cash collateral of Wells Fargo Bank N.A.

The Debtor's business consists of the ownership and operation of an
apartment complex in Sulphur Springs, Texas.

Wells Fargo asserts a lien on, among other things, the rents
generated by the Debtor from operation of its business.

The Debtor proposes to grant Wells Fargo with replacement liens.

The Debtor contends that it must have cash to make payroll and to
pay other immediate expenses to keep its doors open.

The Debtor's proposed Budget for November 2016 projects total
expenses of $54,150.

A full-text copy of the Debtor's Motion, dated November 1, 2016, is
available at https://is.gd/UkOxMi

Quail Ridge Realty Associates, LP is represented by:

          Eric A. Liepins, Esq.
          Eric A. Liepins, P.C.
          12770 Coit Road, Suite 1100
          Dallas, Texas 75251
          Telephone: (972) 991-5591
          Telecopier: (972) 991-5788


                      About Quail Ridge Realty

Quail Ridge Realty Associates, LP filed a Chapter 11 petition
(Bankr. E.D. Tex. Case No. 16-41992), on October 31, 2016.  The
Debtor's counsel is Eric A. Liepins, Esq., Eric A. Liepins, P.C.  


REGIONS FINANCIAL: Moody's Hikes Preferred Stock Rating to Ba1
--------------------------------------------------------------
Moody's Investors Service upgraded certain ratings of Regions
Financial Corporation (Regions). Regions' senior unsecured, issuer,
and subordinated debt ratings were upgraded to Baa2 from Baa3. Its
noncumulative preferred stock was upgraded to Ba1 (hyb) from Ba2
(hyb), and its short-term issuer rating was upgraded to Prime-2
from Prime-3. Regions Bank's standalone baseline credit assessment
was upgraded to baa1 from baa2. Long- and short-term deposit
ratings were upgraded to A2/Prime-1 from A3/Prime-2, while its
senior unsecured and subordinate debt ratings were upgraded to Baa2
from Baa3. The bank's counterparty risk assessment (CR assessment)
was upgraded to A3 (cr) from Baa1 (cr), while the short-term CR
assessment of Prime-2 (cr) was unchanged. Following the upgrade,
the rating outlook is stable.

Issuer: AmSouth Bancorporation

The following rating was Upgraded:

   -- BACKED Subordinate Regular Bond/Debenture, to Baa2 from Baa3

Issuer: Regions Bank

The following ratings and assessments were Upgraded:

   -- Adjusted Baseline Credit Assessment, to baa1 from baa2

   -- Baseline Credit Assessment, to baa1 from baa2

   -- Long Term Counterparty Risk Assessment, to A3(cr) from
      Baa1(cr)

   -- Issuer Rating, to Baa2 from Baa3

   -- Subordinate Regular Bond/Debenture, to Baa2 from Baa3

   -- Senior Unsecured Regular Bond/Debenture, to Baa2 from Baa3

   -- Long Term Deposit Rating, to A2 from A3

   -- Short Term Deposit Rating, to P-1 from P-2

   -- The following assessment was Affirmed:

   -- Short Term Counterparty Risk Assessment, P-2(cr)

   -- Outlook, Changed To Stable From Rating Under Review

Issuer: Regions Financial Corporation

The following ratings and assessments were Upgraded:

   -- Long Term Issuer Rating, to Baa2 from Baa3

   -- Short Term Issuer Rating, to P-2 from P-3

   -- Senior Unsecured Regular Bond/Debenture, to Baa2 from Baa3

   -- Senior Unsecured Shelf, to (P)Baa2 from (P)Baa3

   -- Subordinate Regular Bond/Debenture, to Baa2 from Baa3

   -- Subordinate Shelf, to (P)Baa2 from (P)Baa3

   -- Pref Shelf, to (P)Baa3 from (P)Ba1

   -- Pref Shelf Non-Cumulative, to (P)Ba1 from (P)Ba2

   -- Pref. Stock Non-Cumulative, to Ba1 (hyb) from Ba2 (hyb)

   -- Outlook, Changed To Stable From Rating Under Review

RATINGS RATIONALE

Regions' improvement in risk management prompted Moody's upgrade.
The rating agency believes Regions has successfully overhauled its
risk management infrastructure, and it is no longer a potential
constraint to Regions' risk profile. Going forward, this
improvement should reduce earnings volatility in future economic
cycles compared to Regions' performance in the last economic
downturn. It should also better defend Regions' current good asset
quality.

Moody's believes Regions' risk management infrastructure is
positively influencing its strategic decision-making. Regions has
implemented more sensitive concentration risk limits and expanded
its monitoring and internal controls. This has led to the decrease
of historic asset concentrations in commercial real estate (CRE)
and home equity. As evidence of risk management effectiveness,
Moody's cited Regions' lower lending volumes in commercial real
estate in 2016 which was Regions management's direct response to
more heated market conditions. Managing concentrations and
controlling growth will help contain loan-loss provisions and
support more consistent earnings.

Moody's added that the relatively modest size of Regions' energy
exposure illustrates Regions' sensitivity in avoiding asset
concentrations. Regions' direct energy loans equal about 21% of its
tangible common equity which is less than most other regional banks
that like Regions, operate in the Gulf States. Many of these banks
have energy loans in excess of 50% of tangible common equity, which
is above the 10-15% median of US banks. Additionally, Regions has
been reducing its energy exposure, established a high level of
reserves, and its losses to date have been within Moody's
expectations. Furthermore, the bank's capital position is resilient
under Moody's moderate and severe stress scenarios.

Moody's also noted Regions' passing the Federal Reserve's capital
stress testing since the testing was implemented in 2011 as
positive evidence of the integration and effectiveness of its risk
management program.

Moody's said Regions' current risk profile is solid, supported by a
strong liquidity profile with high core deposits and low market
funds, improving earnings performance of 0.9% of tangible banking
assets, and a solid common equity Tier 1 ratio of 11% as of 30
September 2016.

What Could Change the Rating - Up

Improvements in asset quality and profitability could lead to
higher ratings, provided a conservative risk profile is maintained.
Additionally Regions will need to continue to demonstrate a
resilient capital position in stress scenarios.

What Could Change the Rating - Down

Signs of weakening in underwriting discipline or rebuilding of
asset concentrations, such as commercial real estate, could lead to
negative rating actions.

The principal methodology used in these ratings was "Banks"
published in January 2016.


RITA RESTAURANT: Can Use Cash Collateral on Interim Basis
---------------------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas authorized Rita Restaurant Corp. and its
affiliated debtors to use cash collateral on an interim basis.

The approved Budget covers a 4-week period, beginning on the week
ending Oct. 12, 2016 and ending on the week ending Nov. 2, 2016.
The Budget provided for total cash disbursements in the amount of
$556,554 for the week ending Oct. 12, 2016; $1,179,880 for the week
ending October 19, 2016; $954,880 for the week ending Oct. 26,
2016; and $679,880 for the week ending Nov, 2, 2016.

The Debtors' Prepetition Lender is granted replacement liens on all
of the Debtors' assets that constituted collateral of the
Prepetition Lender as of the Petition Date, in the order and
priority as its liens existed on the Petition Date.

A final hearing on the Debtors' use of cash collateral is scheduled
on November 9, 2016 at 2:00 p.m.

A full-text copy of the Interim Order, dated Oct. 31, 2016, is
available at
http://bankrupt.com/misc/RitaRestaurant2016_1652272rbk_124.pdf

                About Rita Restaurant Corp.
  
Rita Restauran Corp. and its affiliates, operate full service,
casual dining restaurants, consisting of 16 Don Pablo's Mexican
Kitchen restaurants ("Don Pablo's") and 1 Hops Grill and Brewery
restaurant.  The Debtors' restaurants are located in 10 states in
the United States.

Don Pablo's is a chain of Tex-Mex restaurants founded in Lubbock,
Texas in 1985.  The menu features Tex-Mex items, salsa, tortillas
and sauces and a range of other Mexican specialties.  At one time,
the chain had as many as 120 location throughout the United States
making it the second largest full service Mexican restaurant chain
in the United States during the late 1990s.

Hops is a casual dining restaurant that offers fresh, made from
scratch menu items in a relaxed atmosphere featuring signature
dishes that are created from high-quality, fresh ingredients,
prepared in a display style kitchen that allows the customer to
view the cooking process.

In addition to the three Debtors, the Debtors have nine non-debtor
affiliates, comprised of (i) four special purpose entities that
were created solely to hold certain liquor licenses utilized by the
Debtors in their operations; (ii) four "shell" entities with no
assets or liabilities and which do not conduct any operations; and
(iii) one entity which solely distributed gift cards.

The Debtor's business operations are, and have been since 2014 when
Alamorita Restaurant Co., LLC acquire the stock of the Debtors,
managed by FMP SA Management Group, LC pursuant to a management
agreement. FMP, a privately held company based in Hollywood Park,
Texas, is a multi-concept developer and operator of independent
restaurant chains. In return for the services provided, FMP
receives reimbursement of allocated costs and expenses and a
management fee. A separate entity, FMP - Rita Payroll, LLC,
provides employment and wage related services for the Debtors.

Rita Restaurant Corp. sought Chapter 11 protection (Bankr. W.D.
Tex. Case No. 16-52272) on Oct. 4, 2016.  The petitions were signed
by Peter Donbavand, vice president.  The Debtor is represented by
John E. Mitchell, Esq. and David W. Parham, Esq.  The case is
assigned to Judge Ronald B. King.  The Debtor estimated assets and
liabilities in the range of $1 million to $10 million.


S-3 PUMP SERVICE: Secured Creditor Tries To Block Disclosures OK
----------------------------------------------------------------
Secured creditor Ally Bank filed with the U.S Bankruptcy Court for
the Western District of Louisiana an objection to S-3 Pump Service,
Inc.'s disclosure statement and reorganization plan.

The Secured Creditor, a holder of two retail installment contracts
dated Feb. 24, 2014, whereby the Debtor bought from Landers Dodge
Chrysler Jeep a certain 2013 Dodge Ram 2500 Truck and a certain
2013 Dodge Ram Truck.

The Secured Creditor has denied that there is adequate protection
and has claimed that the Debtor failed to provide adequate
information, in these non-exclusive particulars:

     a. the Secured Creditor is denied its right to conduct
        reasonable practices to establish appropriate credit
        worthiness of a potential borrower and further denies the
        Secured Creditor the use of its approved contract forms of

        documents which are consistent with motor vehicle
        installment sale contracts in standard use and enforceable

        under applicable state and federal laws, statutes, and
        regulations;

     b. the provisions of the Disclosure Statement and Plan that
        the debts due to the Secured Creditor are to be
        incorporated into a single promissory note.  The Secured
        Creditor is entitled to separate and distinct security
        agreements for each vehicle thereby preserving its
        contractual rights and remedies under non-bankruptcy law;

     c. the form and content the Note are objected to for these
        non-exclusive reasons since it fails to: document the sale

        or transfer of the vehicles; comply with applicable
        federal laws and rules and state non-bankruptcy laws for
        the financing of installment sale/transfer of equity
        contracts; provide for the payment of applicable taxes and

        fees; require provisions for insurance coverage; provide
        for reasonable definitions of and provisions for default
        and remedies for creditors; makes no provisions for
        registration and titling of vehicles and payment of the
        fees, taxes and other costs associated with transfers of
        vehicle titles;

     d. by paying "interest only" in excess of 12 months after
        confirmation, the Secured Creditor is denied adequate
        protection in that its contractual rights are being
        crammed down without adequate compensation.  The Secured
        Creditor is entitled to no less than its contractual
        monthly payments incorporating the interest rate proposed
        by the Debtor from the filing date until payment in full
        of all amounts owed under each contract;

     e. no post-petition interest is to be paid on the debts due
        to the Secured Creditor from the date of filing until the
        Effective Date, nor is the Secured Creditor allowed to
        exercise its contractual postpetition and post-
        conformation default remedies;

     f. contractual rights and remedies against Malcolm Snee,
        third party guarantor under the contracts, are not
        acknowledged in the Debtor's Disclosure Statement or Plan.
        
        The contractual rights and remedies are separate and apart

        from these proceedings and no consideration is provided to

        the Secured Creditor to surrender it rights; and

     g. the Secured Creditor is entitled to all rights and
        remedies contained in the contracts as to payment and
        performance under non-bankruptcy law, notwithstanding any
        of the terms and conditions of the Debtor's Disclosure
        Statement or Plan.

The Secured Creditor is represented by:

     Arthur S Mann, III, Esq.
     Earl F. Sundmaker, III, Esq.
     Gregory J. Walsh, Esq.
     THE SUNDMAKER FIRM, L.L.C.
     1027 Ninth Street
     New Orleans, LA 70115
     Tel: (504) 568-0516
     E-mail: arthur@sundmakerfirm.com

As reported by the Troubled Company Reporter on Sept. 30, 2016, the
Debtor filed with the Court a disclosure statement for the Debtor's
plan of reorganization, which proposes that Class 19 General
Unsecured Claims -- estimated at $10 million -- receive pro rata
share of Creditors Trust Interests.  Estimated recovery under this
class is 40-50%.

                       About S-3 Pump Service

S-3 Pump Service, Inc., provider of high pressure pumping service,
filed a Chapter 11 bankruptcy petition (Bankr. W.D. La. Case No.
16-10383) on March 4, 2016.  The petition was signed by Malcolm H.
Sneed, III, the president.  Judge Jeffrey P. Norman is assigned to
the case.

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

Blanchard, Walker, O'Quin & Roberts serves as the Debtor's
counsel.


SAM BASS: Court Allows Cash Collateral Use Through Dec. 19
----------------------------------------------------------
Judge Catharine R. Aron of the U.S. Bankruptcy Court for the Middle
District of North Carolina authorized Sam Bass Illustration &
Design, Inc., to use cash collateral on an interim basis through
Dec. 19, 2016.

Judge Aron acknowledged that the Debtor is entitled to use the cash
collateral for its ordinary and reasonable operating expenses.  She
further acknowledged that the Debtor's use of cash collateral is
necessary to avoid immediate and irreparable harm to the estate
pending further hearing.

The Internal Revenue Service and the North Carolina Department of
Revenue are the Debtor's duly scheduled creditors who have an
interest in the Debtor's cash collateral.

According to the Interim Order, the Debtor is directed to make
monthly adequate protection payments to the IRS and the NCDOR in
the amount of $277 each, commencing on Oct. 31, 2016.

The IRS and the NCDOR are granted continuing and replacement
postpetition liens in all property and categories of property in
which, and of the same priority as, each creditor held a similar,
unavoidable lien as of the Petition Date, as well as their
proceeds.

A further interim hearing on the Debtor's use of cash collateral is
scheduled on
Dec. 19, 2016 at 2:00 p.m.

A full-text copy of the Interim Order, dated Oct. 31, 2016, is
available at http://bankrupt.com/misc/SamBass2016_1651021_62.pdf

           About Sam Bass Illustration & Design

Sam Bass Illustration & Design, Inc., filed a chapter 11 petition
(Bankr. M.D.N.C. Case No. 16-51021) on Oct. 3, 2016.  The petition
was signed by Denise W. Bass, co-owner and secretary/treasurer.
The Debtor estimated assets at $0 to $50,000 and liabilities at
$100,001 to $500,000 at the time of the filing.  The Debtor is
represented by Kristen Scott Nardone, Esq., at Davis Nardone, PC.



SARATOGA RESOURCES: Exits Chapter 11 Bankruptcy Process
-------------------------------------------------------
Saratoga Resources, Inc., on Nov. 3, 2016, disclosed that the
Company filed with the U.S. Bankruptcy Court a notice of
satisfaction of the conditions of effectiveness of its Joint
Chapter 11 Plan of Reorganization filed as of Aug. 30, 2016 (the
"Plan"), whereupon Saratoga, and its subsidiaries, emerged from
chapter 11 bankruptcy protection effective Nov. 2, 2016 (the
"Effective Date").

Following effectiveness of the Plan, (1) Saratoga has retained
selected non-producing oil and gas assets, including a license to
more than 450 square miles of high quality seismic data, (2) all of
the first and second lien debt of Saratoga was discharged, and (3)
all shares of common stock outstanding prior to bankruptcy continue
to be issued and outstanding.  As a result, Saratoga is
substantially debt-free and its outstanding shares remain
unchanged.  The terms of the Plan are more fully described in, and
a copy of the Plan is filed with, the Company's Current Report on
Form 8-K, filed with the Securities and Exchange Commission on Nov.
3, 2016.

Following effectiveness of the Plan, Thomas Cooke, Andrew Clifford
and Rex White, Jr. continue to serve as directors of Saratoga, with
the remaining directors' terms ending on the Effective Date, and
Messrs. Cooke and Clifford continue to serve as principal officers
of Saratoga.  Management plans to evaluate the retained assets with
a view to developing a post-bankruptcy plan of operations.

Mr. Thomas Cooke, Chairman and CEO of Saratoga, stated, "Like many
in our industry, we have been greatly challenged over the past
almost two years given the steep and long lasting decline in energy
prices and our prior debt load.  Free of debt, we are now focused
on evaluating opportunities across the oil and gas market.  We plan
to evaluate opportunistic acquisitions of assets in a target rich
environment of distressed operators.  We also plan to take a fresh
look at our legacy assets, excluded from Section 363 auction
undertaken during our bankruptcy and retained following exit from
bankruptcy, to evaluate upside potential and potential restoration
or establishment of production."

                    About Saratoga Resources

Saratoga Resources -- http://www.saratogaresources.com/-- is an
independent exploration and production company with offices in
Houston, Texas and Covington, Louisiana.  Principal holdings cover
approximately 51,500 gross/net acres, mostly held by production,
located in the transitional coastline and protected in-bay
environment on parish and state leases of south Louisiana and in
the shallow Gulf of Mexico Shelf.  Most of the company's large
drilling inventory has multiple pay objectives that range from as
shallow as 1,000 feet to the ultra-deep prospects below 20,000 Feet
in water depths ranging from less than 10 feet to a maximum of
approximately 80 feet.  

Saratoga Resources, Inc., Harvest Oil & Gas, LLC, and their
affiliated debtors sought protection under Chapter 11 of the
Bankruptcy Code on June 18, 2015.  The lead case is In re Harvest
Oil & Gas, LLC (Bankr. W.D. La. Case No. 15-50748).

The Debtors are represented by William H. Patrick, III, Esq., at
Heller, Draper, Patrick, Horn & Dabney, LLC, in New Orleans,
Louisiana.


SCHROEDER BROTHERS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Schroeder Brothers Farm of Camp Douglas LLP
        W9357 Orange Mill Road
        Camp Douglas, WI 54618

Case No.: 16-13719

Chapter 11 Petition Date: November 2, 2016

Court: United States Bankruptcy Court
       Western District of Wisconsin

Judge: Hon. Catherine J. Furay

Debtor's Counsel: Galen W. Pittman, Esq.
                  PITTMAN & PITTMAN LAW OFFICES, LLC
                  300 N. 2nd Street, Suite 210
                  P.O. Box 668
                  La Crosse, WI 54602-0668
                  Tel: 608/784-0841
                  E-mail: galen@pittmanandpittman.com

Estimated Assets: $500 million to $1 billion

Estimated Debts: $1 million to $10 million

The petition was signed by Rocky Schroeder, a/k/a Ross A.
Schroeder, authorized representative.

Debtor's List of 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
American Family Insurance                                $18,155

Animart                                                  $17,097

Ballweg Implement                                        $33,093

Bires Cranberry LLC                                       $9,400

Cliff's Inc.                                             $71,398

Cottonseed LLC                                           $22,641

Denise Baumgarten                                        $15,213

DLL Finance LLC                                           $7,989

East Central/Select Sires                                 $9,798

Gerke Excavating                                         $13,938

Harms Dairy Equipment                                     $8,944

Hartje Tire & Service                                    $10,750

Hillsboro Equipment                                      $10,593

Jim Cauley ABS                                           $33,028

Monsanto Company-V                                       $48,627

Prairie Estates Genetics, LLC                            $15,623

ProAG                                                    $19,505

Schierl Tire                                             $14,331

Star Blends LLC                                          $14,609

Tomah Large Animal Vet Service                           $17,567


SEANERGY MARITIME: Files Prospectus on Plan to Issue Securities
---------------------------------------------------------------
Seanergy Maritime Holdings Corp. filed with the Securities and
Exchange Commission a Form F-1 registration statement relating to
an offering of an undetermined amount of common shares and its
Class A Warrants to purchase an undetermined amount of the
Company's common shares.

One common share is being sold together with one Class A Warrant,
with each Class A Warrant being immediately exercisable for ______
of the Company's common shares at an exercise price of $ ___ per
share (or    % of the price of each common share sold in this
offering) and expiring five years after the issuance date.

The Company common shares are listed on the Nasdaq Capital Market
under the symbol "SHIP".  On Oct. 27, 2016, the last reported sale
price of the Company's common shares was $2.25 per share.  The
Company intends to apply to list the Class A Warrants offered
hereby on the Nasdaq Capital Market under the symbol "SHIPW."

A full-text copy of the preliminary prospectus is available at:

                     https://is.gd/NiQLm3

                       About Seanergy

Athens, Greece-based Seanergy Maritime Holdings Corp. is an
international company providing worldwide seaborne transportation
of dry bulk commodities.  The Company owns and operates a fleet
of seven dry bulk vessels that consists of three Handysize, two
Supramax and two Panamax vessels.  Its fleet carries a variety of
dry bulk commodities, including coal, iron ore, and grains, as
well as bauxite, phosphate, fertilizer and steel products.

For the year ended Dec. 31, 2015, the Company reported a net loss
of US$8.95 million on US$11.2 million of net vessel revenue
compared to net income of US$80.3 million on US$2.01 million of
net vessel revenue for the year ended Dec. 31, 2014.

As of March 31, 2016, the Company had US$206 million in total
assets, US$185 million in total liabilities, and US$21.09 million
in stockholders' equity.

Ernst & Young (Hellas) Certified Auditors-Accountants S.A., in
Athens, Greece, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2015,
citing that the Company reports a working capital deficit and
estimates
that it may not be able to generate sufficient cash flow to meet
its
obligations and sustain its continuing operations for a reasonable

period of time, that in turn raise substantial doubt about the
Company's
ability to continue as a going concern.


SEPCO CORP: Court Extends Plan Filing Deadline to February 7
------------------------------------------------------------
Judge Alan M. Koschik of the U.S. Bankruptcy Court for the Northern
District of Ohio extended Sepco Corporation's exclusive period to
file a plan of reorganization through and including February 7,
2017, and its exclusive period to obtain acceptance of a plan
through and including April 10, 2017.

                                About Sepco Corporation

Aurora, Ohio-based Sepco Corporation filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Ohio. Case No. 16-50058) on Jan. 14, 2016.
The petition was signed by Richard J. Szekelyi as chief
restructuring officer.  At the time of filing, the Debtor had
estimated assets and liabilities ranging from $10 million to $50
million each.

Buckley King, LPA represents the Debtor as counsel.  The Debtor
employed Kurtzman Carson Consultants LLC as its notice, balloting,
and claims agent.

The case has been assigned to Judge Alan M. Koschik.

Daniel M. McDermott, the United States Trustee for Region 9,
appointed seven creditors to serve on the committee of asbestos
claimants, namely: (1) Thomas P. Glembocki; (2) Raymond Grzywinski;
(3) Morris Jacks; (4) John Lavender; (5) Joachim Hans Lohman; (6)
Harry David Tift; and (7) Patrick M. Walsh.

The Official Committee of Asbestos Claimants in the bankruptcy case
of Sepco Corporation retained Caplin & Drysdale, Chartered, as its
counsel and Brouse McDowell, A Legal Professional Association, as
its Ohio co-counsel, and Gilbert LLP as its special counsel.


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

       Debtor                                      Case No.
       ------                                      --------
       Shoreline Energy LLC                        16-35571
       16801 Greenspoint Park Drive, Suite 380
       Houston, TX 77060

       Harvest Development LLC                     16-35572
       Shoreline Central Corporation               16-35573
       Shoreline EH LLC                            16-35574
       Shoreline Energy Partners, LP               16-35576
       Shoreline GP LLC                            16-35577
       Shoreline Offshore LLC                      16-35578
       Shoreline Southeast LLC                     16-35579

Type of Business: Oil and gas exploration and production
                  company

Chapter 11 Petition Date: November 2, 2016

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

Judge: Hon. David R. Jones

Debtors' Counsel: Paul M Green, Esq.
                  Thomas A. Howley, Esq.
                  JONES DAY
                  717 Texas, Ste 3300
                  Houston, TX 77002
                  Tel: 832.239.3892
                  Fax: 832.239.3600
                  Email: pmgreen@jonesday.com
                         tahowley@jonesday.com

Debtors'
Investment
Banker:           IMPERIAL CAPITAL, LLC

Debtors'
Claims &
Noticing
Agent:            PRIME CLERK LLC

Estimated Assets: $100 million to $500 million

Estimated Debt: $100 million to $500 million

The petitions were signed by Randy E. Wheeler, vice
president/secretary.

Debtors' Consolidated List of Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Sankaty Advisors, LLC              Unsecured Notes    $71,400,000
John Hancock Tower
200 Clarendon Street
Boston , MA 02116
John Ezekowitz
Tel: 617-516-2479
Fax: 617-516-2710
JEzekowitz@sankaty.com

Hilcorp Energy Company                  Trade            $890,746
1201 Louisiana St., Ste 1400
Houston, TX 77002
Jeffery D. Hildebrand
Tel: 713-209-2400
Fax: 713-209-2478
Email: bondinvestors@hilcorp.com

Helmerich & Payne Intl                   Trade           $848,606
Drilling Co.
1437 S. Boulder Ave.
rrulsa, OK 74119
John W. Lindsay
Tel: 918-742-5531
Fax: 918-742-0237
Email: webmaster@hpinc.com

Eagle Energy Services, LLC               Trade           $751,074
151 Tourist Lane
Gray, LA 70359
President
Tel: 985-631-3278
Fax: 985-631-3281

Castex Energy, Inc.                      Trade           $636,844
333 Clay Street, Ste. 2000
Houston, TX 77022-2569
Caran Crooker, Controller
Tel: 281-878-0027
Email: Ccrooker@CastexEnergy.com

Archrock Services, LP                     Trade          $547,143
166666 Northchase Drive
Houston, TX 77060
Brad Childers
Tel: 281-836-8000
Fax: 281-836-8544

Tidewater Dock, Inc.                      Trade          $462,714
21549 LA-1
Golden Meadow, LA 70357
Donald J. Vizier
Tel: 985-475-5095
Fax: 985-475-5095
Emai: djv@tidewaterdocks.com

S2 Energy Operating, LLC                  Trade          $453,491
200 Caroline Court
Covington, LA 70433
Barry Salsbury
Tel: 985-898-4912
Fax: 985-898-4972

Allen & Kirmse, Ltd.                      Trade          $350,326
209 5th St.
Lafayette, LA 70501-7110
Durelle Allen
Tel: 337-232-2024
Fax: 337-237-0883
Email: durellea@aklaf.com

Schlumberger Technology Corp.             Trade          $340,501
300 Schlumberger Dr.
Sugar Land, TX 77478
Paal Kibsgaard
Tel: 281-285-8500
Fax: 281-285-8545
Email: marketing-mea@slb.com

T.F. Services LLC                         Trade          $325,348
121 Service Road
Rayne, LA 70578
President
Tel: 337-393-2799
Fax: 337-393-2796

Settoon Construction, Inc.                Trade          $319,889
1081 Highway 70
Pierre Part, LA 70339
Fred Settoon
Tel: 985-252-6296
Fax: 985-252-9800
Email: butchgros@settoon.com

Procor Chemicals, Inc.                    Trade          $319,642
1207 Commission Blvd
Lafayette, LA 70508
Ryan Hagle
Tel: 225-927-8712
Fax: 225-927-8715
Email: ceo@procorchemicals.com

Southern Flow / Zedi                      Trade          $307,339
132 Demanade Boulevard
Lafayette, LA 70503
Matthew Heffernan
Tel: 337-233-2066
Fax: 337-237-3790
Email: support@PetroNetSystems.com
  
Stallion Construction LLC                 Trade          $297,165
106 Cutlass Loop
Rayne, LA 70578
Maxim Doucet
Tel: 337-873-8698
Fax: 337-873-8693
Email: mdoucet@blr.com

Acadiana Shell &                          Trade          $279,541
Limestone, Inc.
935 South Henry St
Abbeville, LA 70510
Roy Young
Tel: 337-893-1111
Fax: 337-893-3985
Email: young@acadia nashell.com

Cardinal Coil Tubing, LLC                  Trade         $217,192
Email: jhuval@cardinalsvc.com

Wireline Control Sys LLC                   Trade         $195,653
Email: CSIMAR@SLB.COM

Intracoastal Liquid Mud, Inc.              Trade         $187,167
Email: m.calkins@goilm.com

Crimson Exploration Operating              Trade         $179,593
Email: investorrelations@crimsonxp.com

Knight Oil Tools, Inc.                     Trade         $172,454
Email: bcrockett@knightoiltools.com

IX-Chem, LLC                               Trade         $172,228
Email: contact@x-chem.com

Superior Slickline Servicers               Trade         $171,817
Email: info@superiorenergy.com

Kinder Morgan Treating LP                  Trade         $166,163
Email: william_stokes@kindermorgan.com

Frisco Construction Co. Inc.               Trade         $165,929
Email: info@houmachamber.com

Quality Energy Services, Inc.              Trade         $163,634

Oil States Energy Services                 Trade         $160,052

Northstar Offshore Group, LLC              Trade         $157,804

MONCLA Workover &                          Trade         $157,474
Drilling Operations LLC

Whitney Oil & Gas, LLC                     Trade         $135,112


SHORELINE ENERGY: Files for Bankruptcy with Pre-Arranged Plan
-------------------------------------------------------------
Shoreline Energy LLC and seven of its subsidiaries each filed a
voluntary petition under Chapter 11 of the Bankruptcy Code, after
reaching an agreement with the majority of their secured creditors
on the terms of a financial restructuring.

The Houston, Texas-based oil and gas exploration and production
company that was formed in 2006, cited the low commodity prices as
the cause of its financial troubles.  As of the bankruptcy filing,
the Debtors estimated assets and liabilities in the range of $100
million to $500 million each.

"Independent exploration and production companies like Shoreline
have been particularly hard hit because they rely primarily on
sales of oil and gas to generate revenues," said Daniel P. Hurley,
chairman and chief executive officer.  "Like the industry as a
whole, the Debtors' recent performance has been significantly
impacted by the extreme and continuing decline in oil and natural
gas prices," he added.

As disclosed in Court papers, the Debtors' revenues from oil and
gas sales decreased from $122,092,000 in 2014 to $88,299,000 in
2015.  At the end of 2015, Shoreline had $924,000 in cash compared
to $3,465,000 in 2014.

The Debtors' primary liabilities, as of the Petition Date, consist
of (a) $150,400,000 first lien secured debt in the form of a senior
credit facility with Morgan Stanley Energy Capital Inc., as
administrative agent; (b) $168,600,000 second lien secured
indebtedness in the form of a second lien facility with Highbridge
Capital Management, LLC and other lenders; (c) $71,400,000
unsecured debt in the form of a note purchase agreement; (d) $7.8
million in royalty obligations; (e) $15 million in trade debt; and
(f) lease obligations.

According to the Debtors, they have implemented various strategies
to respond to fluctuations in commodity prices, including seeking
out ways to increase efficiency and reduce operational costs,
focusing on their core areas and seeking to maintain balance and
diversification in their product mix.  However, the Debtors
maintained, the steep decline in crude oil and natural gas prices
that began in 2014, as well as the disappointing production from
the Manti Resources acquisition, has adversely affected their
liquidity and balance sheet to the point that a restructuring has
become necessary.

To provide the Debtors with the needed liquidity to fund their
operations and the costs of the Chapter cases through emergence
(which is anticipated to occur in the first quarter of 2017),
Morgan Stanley Capital Group, Inc. has agreed to lend a $50 million
debtor-in-possession financing facility, which includes a $32
million roll up of the amounts owed under the Prepetition First
Lien Credit Agreement.

"Immediate and ongoing access to funding under the DIP Facility
will demonstrate to employees, vendors, suppliers, purchasers and
other key constituencies that the Debtors have sufficient resources
available to meet their obligations in the ordinary course during
these cases," Mr. Hurley asserted.

                Restructuring Support Agreement

On Nov. 2, 2016, Morgan Stanley and affiliates of Highbridge
Capital Management, LLC entered into a restructuring support
agreement pursuant to which the parties agreed on the basic terms
of a sale process for substantially all of the assets of the
Debtors through a Chapter 11 plan of liquidation.  Under the RSA, a
partnership established by HPS Investment Partners, LLC will
acquire the Debtors' core assets, subject to higher and better
bids.

The Debtors' assets remaining after the sale of the designated
assets and any non-designated assets will be liquidated and
distributed through a pre-arranged Chapter 11 plan of liquidation.

Among other milestones, the RSA requires that no later than Feb.
10, 2017, the Bankruptcy Court shall have entered an order
confirming the Debtors' Plan.  Also, no later than Feb. 17, 2017,
the Debtors shall have consummated the transactions contemplated by
the APA.

The deadline for third parties to submit higher and better cash
offers for all or substantially all of the Debtors' assets, will be
no later than Jan. 27, 2016, and any auction, if required, will be
held no later than Feb. 1, 2016.

In February 2016, the Debtors engaged Imperial Capital, LLC as a
financial advisor to assist them in the marketing process.

                        First Day Motions

Concurrently with the filing of the Chapter 11 petitions, the
Debtors filed various first day pleadings requesting the Court's
authority to, among other things, obtain DIP financing, pay
employee obligations, use existing cash management system and
prohibit utility companies from discontinuing services.  A
full-text copy of Daniel P. Hurley's declaration in support of the
First Day Motions is available for free at:

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

                       About Shoreline Energy

Shoreline currently owns approximately 164,483 gross lease acreage
(91,408 net acres) in Louisiana and Texas.  Shoreline owns
interests in 403 oil, gas and related wells, and Shoreline has
estimated proved reserves of approximately 26.7 million barrels of
oil equivalents (MMBoe), comprised of 109 billion cubic feet (Bcf)
of natural gas and 8.5 MMBo of oil and condensate.  As of the
Petition Date, the Debtors have 22 full-time employees.

Shoreline, along with over 100 other oil and gas companies, became
involved in litigation with Cameron Parish and the State of
Louisiana regarding alleged violations of the Coastal Zone
Management Act of 1978.  The litigation is ongoing.

Shoreline Energy LLC, Harvest Development LLC, Shoreline Central
Corporation, Shoreline EH LLC, Shoreline Energy Partners, LP,
Shoreline GP LLC, Shoreline Offshore LLC and Shoreline Southeast
LLC sought Chapter 11 protection (Bankr. S.D. Tex.) on Nov. 3,
2016.
The Debtors have requested that their cases be jointly administered
under Case No. 16-35571.  Judge David R. Jones has been assigned
the cases.

Jones Day serves as the Debtors' counsel.  Prime Clerk LLC acts as
the Debtors' claims and noticing agent.


SHORT ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Short Enterprises, Inc.
        102 Transcraft Drive
        Anna, IL 62906

Case No.: 16-41020

Chapter 11 Petition Date: November 2, 2016

Court: United States Bankruptcy Court
       Southern District of Illinois (Benton)

Judge: Hon. Laura K. Grandy

Debtor's Counsel: Robert E Eggmann, Esq.
                  CARMODY MACDONALD P.C.
                  7733 Forsyth Blvd, Suite 800
                  St Louis, MO 63105
                  Tel: (314) 881-0800
                  Fax: (314) 881-0820
                  E-mail: ree@carmodymacdonald.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Gail Short, restructuring officer.

A copy of the Debtor's list of 20 unsecured creditors is available
for free at http://bankrupt.com/misc/ilsb16-41020.pdf


SKII LLC: Has Until December 27 to File Plan of Reorganization
--------------------------------------------------------------
The Honorable Brenda T. Rhoades of the U.S. Bankruptcy Court for
the Eastern District of Texas extended the exclusive periods for
Skii, LLC, and Swisher Courts LLC to file a plan of reorganization
and obtain acceptances of such plan, through and including December
27, 2016 and February 23, 2017, respectively.

The Troubled Company Reporter said the Debtors sought a second
extension of their Exclusive Periods, telling the Court that they
co-own land and improvements located at 501 E. Swisher Road, Lake
Dallas, Texas 75065 subject to a first lien held by Compass Bank.
While Compass Bank asserts it has a lien on the entire Property,
its documents indicate a lien on only an undivided 1/3 interest in
the Property. The Debtors further told the Court that since the
bankruptcy filing, the Debtors have been in active negotiations to
resolve the dispute with Compass Bank in order to restructure the
first lien on the Property.

According to the Debtors, they have mediated and agreed to a
settlement with Compass Bank and currently, settlement documents
are being prepared -- the settlement contemplates a dismissal with
prejudice of the case with an outside of Court workout.

Compass Bank has agreed with this request to extend exclusivity.

                                About Skii, LLC

Headquartered in Lake Dallas, Texas, Skii, LLC, filed for Chapter
11 bankruptcy protection (Bankr. E.D. Texas Case No. 16-40359) on
Feb. 29, 2016, estimating its assets and liabilities at between $1
million and $10 million each.  The petition was signed by Jodi
Bieke, managing member.

Larry A. Levick, Esq., at Singer & Levick, P.C., serves as the
Debtor's bankruptcy counsel.

No creditors' committee has been appointed in these cases by the
United States Trustee. Furthermore, no trustee or examiner has been
requested or appointed in these Chapter 11 cases.


STEREOTAXIS INC: Frank Cheng Quits as SVP Marketing
---------------------------------------------------
Frank Cheng, senior vice president, marketing and business
development, notified Stereotaxis, Inc., of his decision to resign
from the Company effective Nov. 18, 2016, as disclosed in a
regulatory filing with the Securities and Exchange Commission.

                      About Stereotaxis

Based in St. Louis, Missouri, Stereotaxis, Inc., is a manufacturer
and developer of a suite of navigation systems in interventional
surgical procedures.  The Company's Epoch Solution is used in the
treatment of arrhythmias and coronary artery disease.

Stereotaxis reported a net loss of $7.35 million on $37.7 million
of total revenue for the year ended Dec. 31, 2015, compared to a
net loss of $5.20 million on $35.01 million of total revenue for
the year ended Dec. 31, 2014.

As of June 30, 2016, Stereotaxis had $16.25 million in total
assets, $37.92 million in total liabilities and a total
stockholders' deficit of $21.66 million.

In its report on the Company's consolidated financial statements
for the year ended Dec. 31, 2015, Ernst & Young LLP, in St. Louis,
Missouri, issued a "going concern" qualification stating that
the Company has incurred recurring losses from operations and has a
net capital deficiency that raise substantial doubt about the
Company's ability to continue as a going concern.


STETSON RIDGE: Anastasiou Buying Kitsap County Property for $4.3M
-----------------------------------------------------------------
Stetson Ridge Partners, LLC, asks the U.S. Bankruptcy Court for the
Western District of Washington to authorize the sale of real
property, the undeveloped land located at Kitsap County, APNs
102301-3-007-2003, 102301-3-001-2007, 102301-3-001-2009, and
102301-4-001-2007, to Anastasiou Development, LLC and/or assigns,
for $4,300,000, or other third parties for same or better terms.

A hearing on the Motion is set for Dec. 1, 2016 at 9:00 a.m.  The
objection deadline is Nov. 24, 2016.

The Debtor has entered into a Purchase and Sale Agreement, dated
Oct. 17, 2016, for the sale of the Debtor's real property.  The
Purchaser had put down a $100,000 earnest money deposit in the form
of a note held by the closing agent, Old Republic Escrow Bellevue,
and the remainder is to be paid on closing.  Title Insurance has
been obtained from NexTitle, and the sale is conditioned upon
approval from the Bankruptcy Court.  An ALTA Settlement Statement
will be prepared by Old Republic Escrow Bellevue.  The sale is "as
is," and will be free and clear of liens and encumbrances.

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

      http://bankrupt.com/misc/Stetson_Ridge_25_Sales.pdf

The Debtor valued the property at $4,200,000 on Schedule A.
Pursuant to the Debtor's schedules filed, Mary Lingerfeldt has a
first position mortgage lien on the property in the amount of
$1,400,000.  Fratelli's, LLC, a 30% member of the Debtor, holds a
second position lien in the amount of $2,020,000.  Williams Kastner
& Gibbs, PLLC, has filed a secured claim for $129,601 based upon an
unfiled deed of trust.  Though its interest is unperfected, the
Debtor has elected to treat them as a secured creditor through its
Plan of Reorganization, filed concurrently with the Motion.

The proceeds of the sale  will completely satisfy the mortgage
obligation and the unrecorded deed of trust on the property, and
the net proceeds of the sale will be disbursed to the Debtor's
priority and general unsecured creditors through its Plan.  The
100% of the net proceeds will be devoted to the proposed Plan.

The anticipated payments are:

   a. Secured claims: $3,549,601

          i. Williams Kastner & Gibbs: $129,601
         ii. Mary Lingerfeldt: $1,400,000
        iii. Fratelli's LLC (an insider): $2,020,000

   b. Priority claim: Kitsap County Treasurer: $120,000

   c. General Unsecured Creditors: $53,422

          i. Gibson Traffic $280
         ii. Smith Alling, PS $9,000
        iii. Team 4 Engineers $35,560
         iv. Internal Revenue Service: $7,056
          v. Resource Transition Consultants (Kevin Hanchett):
$1,526

The Debtor has not retained an outside real estate agent, and has
been represented by its manager, James B. Shinn II, in negotiations
with the Purchaser.  The Purchaser has retained Ron Volz of John L.
Scott Bellevue North, and the Agreement specifies a commission of
$299,000 will be paid through escrow.  This represents 7% of the
total sales price.

The sale is expected to close pursuant to a confirmed Plan of
Reorganization.  Therefore, Kitsap County real estate excise taxes
will not apply to the transfer of the real property pursuant to WAC
458-61A-207.  If the sale closes prior to confirmation of the Plan,
funds will be allocated to pay the real estate excise taxes.

The United States Trustees fees for the transaction are expected to
be $10,400.  The Debtor also intends to pay these fees on closing,
in payment of its fees for the fourth quarter of 2016.

The net proceeds of the sale, after payment of all necessary costs
and payment to the Debtor's creditors, is expected to be between
$50,000 and $75,000.  These funds will be disbursed to the Debtor,
and set aside for the payment of any additional administrative
costs in winding down the LLC.  Then, and only then, will the
proceeds be distributed among the equity interest holders in their
proportionate shares under the existing Membership Agreement.

Accordingly, the Debtor asks the Court to authorize the payment of
normal and regular closing costs, including commissions and escrow
fees, as well as the payments described.

The Purchaser can be reached at:

          Stavros Anastasiou
          ANASTASIOU DEVELOPMENT, LLC
          8628 NE 19th Place
          Clyde Hill, WA 98044
          Telephone: (206) 310-4291

Counsel for the Debtor:

          Larry B. Feinstein, Esq.
          VORTMAN & FEINSTEIN
          520 Pike Street, Suite 2250
          Seattle, WA 98101
          Telephone: (206) 223-9595
          Facsimile: (206) 386-5355
          E-mail: feinstein1947@gmail.com

                   About Stetson Ridge Partners

Stetson Ridge Partners, LLC, sought Chapter 11 protection (Bankr.
W.D. Wa. Case No. Case No. 16-43830) on Sept. 15, 2016.  Judge Paul
B. Snyder is assigned to the case.

The Debtor has estimated assets of $4.20 million and $3.71 million
in debt.

The Debtor tapped Larry B. Feinstein, Esq., at Vortman & Feisntein
as counsel.

The petition was signed by James B. Shinn, managing member.


SUCCESS INC: Seeks to Hire Pellegrino Law Firm as Special Counsel
-----------------------------------------------------------------
Success Inc. seeks approval from the U.S. Bankruptcy Court for the
District of Connecticut to hire The Pellegrino Law Firm, P.C. as
special counsel.

The firm will represent the Debtor in a case it filed against the
Town of Stratford involving a real property it owns.  The case is
pending in the Connecticut Superior Court.

Pellegrino will not seek compensation for its fees and expenses
directly from the Debtor.  The firm will be compensated by Gus
Curcio, Sr., the Debtor's principal, on an hourly basis.

Stephen Bellis, Esq., a partner at Pellegrino, disclosed in a court
filing that his firm does not hold or represent any interest
adverse to the Debtor or its bankruptcy estate.

The firm can be reached through:

     Stephen R. Bellis, Esq.
     The Pellegrino Law Firm, P.C.
     475 Whitney Avenue
     New Haven, CT 06511  
     Toll Free: 888-265-4698
     Fax: 203-777-2096

                       About Success, Inc.

Success, Inc. filed a chapter 11 petition (Bankr. D. Conn. Case No.
16-50884) on July 1, 2016.  The petition was signed by Gus Curcio,
Sr., president.  The Debtor is represented by Douglas S. Skalka,
Esq., at Neubert, Pepe, and Monteith, P.C.  The case is assigned to
Judge Julie A. Manning.  The Debtor estimated assets and debts at
$1 million to $10 million at the time of the filing.


SUNCOKE ENERGY: Moody's Affirms B2 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service changed the outlook on the ratings of
SunCoke Energy Inc. (SXC) to positive from stable. The company's
ratings, including corporate family rating (CFR) of B2, the
probability of default rating (PDR) of B2-PD, the ratings on SXC
senior unsecured notes due 2019 of Caa1, and the ratings on senior
unsecured notes of SunCoke Energy Partners, L.P. (SXCP) of B3 were
affirmed. The Speculative Grade Liquidity rating was also affirmed
at SGL-3.

Outlook Actions:

   Issuer: SunCoke Energy Partners, L.P.

   -- Outlook, Changed To Positive From Stable

   Issuer: SunCoke Energy, Inc.

   -- Outlook, Changed To Positive From Stable

Affirmations:

   Issuer: SunCoke Energy Partners, L.P.

   -- Senior Unsecured Regular Bond/Debenture, Affirmed B3(LGD4)

   Issuer: SunCoke Energy, Inc.

   -- Probability of Default Rating, Affirmed B2-PD

   -- Corporate Family Rating, Affirmed B2

   -- Speculative Grade Liquidity Rating, Affirmed SGL-3

   -- Senior Unsecured Regular Bond/Debenture, Affirmed Caa1(LGD6)

RATINGS RATIONALE

The outlook change reflects the recent improvement in the company's
steel end markets, the declining leverage trend over the past few
quarters and our expectation of continued deleveragring, as well as
SXC's recent proposal to acquire all publically traded common units
of SunCoke Energy Partners, LP.

On October 31, 2016, the company announced that it has submitted a
proposal to the Board of Directors of the general partner of
SunCoke Energy Partners, L.P. to acquire all of SXCP's common units
not already owned by SXC. Assuming the completion of the proposed
transaction, SXCP will become a wholly-owned subsidiary of SXC, and
SXCP's common units will cease to be publicly traded. Moody's said,
"We expect the merger to result in cash flow accretion to SXC
through cash flow synergies and the full absorption of SXCP
distributions, allowing the company to continue to delever to its
newly stated target Debt/ EBITDA range of 3.0x -- 3.5x."

SunCoke's B2 corporate family rating continues to reflect its
moderate leverage and earnings stability offered by its long-term
take-or-pay contracts with pass-through provisions, offset by
industry headwinds and potential event risk related to high
customer concentration. Moody's said, "We expect the company's
cokemaking operations to show steady earnings generation in 2016,
as the company's customers continue to honor their take-or-pay
obligations under contracts which run to 2020 and beyond."

SunCoke's SGL-3 speculative grade liquidity rating continues to
reflect adequate liquidity, supported by $105 million in cash as of
September 30, 2016, roughly $120 million of availability under
SXC's $150 million revolver due 2018, and about $70 million
available under SXCP's $250 million revolver due 2019. Moody's
said, "We expect SXCP to be in compliance with the restrictive
financial covenants under their credit agreements." Substantially
all assets that could be pledged are encumbered under the terms of
the credit agreement and we do not view asset sales as representing
an additional source of liquidity.

An upgrade would be considered should the company's end markets
stabilize and Debt/ EBITDA, as adjusted, were expected to be
maintained below 4.0x.

The ratings could be downgraded if liquidity were to deteriorate or
if Debt/ EBITDA, as adjusted, were expected to exceed 5.5x.

SunCoke Energy Inc. (SunCoke) is an independent US based producer
of coke, a necessary ingredient in the production of steel in blast
furnace steel operations. Inclusive of its majority limited partner
interest in SunCoke Energy Partners, L.P. (SXCP), the company owns
and operates five metallurgical coke making facilities in the US,
and also operates a coke making facility in Brazil on behalf of
ArcelorMittal. Through its 49% interest in its VISA SunCoke JV with
VISA Steel the company also owns a coke-making facility and steam
generation units in India. The company generated $1.4 billion in
revenues in 2015.

SXCP, a Master Limited Partnership (MLP) formed in early 2013 holds
an interest in certain of SunCoke's coke making facilities and
related assets. The specific assets acquired by SXCP includes a 98%
interest in Haverhill 1, which provides coke to subsidiaries of
ArcelorMittal (Ba2 CFR, stable outlook), which agreement is
guaranteed by ArcelorMittal USA, a 98% interest in Haverhill 2 and
Middletown, each of which has offtake agreements with AK Steel (B3
CFR, negative outlook) and a 98% interest in the Granite City
operations, which provides coke to US Steel (B3 CFR, negative
outlook). Under SXCP, SunCoke also provides coal handling and
blending services. SunCoke holds a 2% general partner interest and
54% limited partnership interest in SXCP.

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


SUNCOKE ENERGY: S&P Puts 'B' CCR on CreditWatch Positive
--------------------------------------------------------
S&P Global Ratings said it placed its ratings, including the 'B'
corporate credit rating, on U.S.-based SunCoke Energy Inc. on
CreditWatch with positive implications.

The CreditWatch placement follows SXC's announcement that it plans
to acquire all outstanding units of SXCP, its MLP.  SXC already
owns approximately 54% of the outstanding MLP units and 2% of the
GP stake.

SXC operates five coke making facilities in the U.S. and one
facility in Brazil.  It also provides metallurgical and thermal
coal handling and blending services through its coal logistic
business.

"The CreditWatch designation with positive implications indicates
our expectation that we will be in a position to incorporate the
implications of the announcement into our rating within the next 90
days," said S&P Global Ratings credit analyst Vania Dimova.
"Furthermore, it indicates that, in our view, there is at least a
50% chance of an upgrade at the time of the rating resolution."

S&P will raise the rating once it has considered the transaction
details and feel that a successful transaction is imminent.  The
upgrade would be based primarily on consolidated credit measures
that are indicative of a higher rating for SXC, as well as
increased flexibility with regard to SXCP operations, including
lower distribution requirements, that S&P views would improve
credit quality.

The rating could remain unchanged if S&P feels that the transaction
could be materially changed, delayed, or canceled.



SUNEDISON INC: E&Y Named Monitor of Canadian Units' CCAA Case
-------------------------------------------------------------
SunEdison Canadian Construction LP, SunEdison Canadian Construction
GP Corp., SunEdison Canada Origination LP, SunEdison Canada
Origination GP Corp., and SunEdison Power Canada Inc. ("Companies")
commenced restructuring proceedings under the Companies' Creditors
Arrangement Act and Ernst & Young has been appointed monitor of the
companies pursuant to an order of the Ontario Superior Court of
Justice.

The initial order provides for, among other things, a stay of
proceedings in respect of the companies until and including Nov.
25, 22016, and may be extended by the Court from time to time.

Copies of the initial order and other documents issued in the CCAA
proceedings have been posted on the monitor's website at
http://www.ey.com/ca/sunedison

The monitor's can be reached at:

   Ernst & Young Inc.
   222 Bay Street, P.O. Box 251
   Toronto, On M5K 1J7
   Tel: 1-844-673-8373
   Fax: 416-943-3300
   Email: sunedison@ca.ey.com

                   About SunEdison, Inc.

SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean power
generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.

On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017).  Martin H. Truong, 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.

SunEdison also has tapped Eversheds LLP as its special counsel for
Great Britain and the Middle East.  Cohen & Gresser LLP has also
been retained as special counsel.

The Debtors retained Ernst &Young LLP to provide tax-related
services.  Keen-Summit Capital Partners LLC has been hired as real
estate advisor.  Binswanger of Texas, Inc., also has been retained
as real estate agent.

Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc.,
and TerraForm Global, Inc.

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.  Togut, Segal & Segal LLP and Kobre & Kim LLP serve as
conflicts counsel.  Alvarez & Marsal North America, LLC, serves as
the Committee's financial advisors.

Counsel to the administrative agent under the Debtors' prepetition
first lien credit agreement are Richard Levy, Esq., and Brad
Kotler, Esq., at Latham & Watkins.

Counsel to the administrative agent under the postpetition DIP
financing facility are Scott Greissman, Esq., and Elizabeth Feld,
Esq. at White & Case LLP.

Counsel to the Tranche B Lenders (as defined in the DIP credit
agreement) and the steering committee of the second lien creditors
are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss
Hauer & Field, LLP.

Counsel to the administrative agent under the Debtors' prepetition
second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.

The collateral trustee under the Debtors' prepetition second lien
credit agreement and the indenture trustee under each of the
Debtors' outstanding bond issuances, is represented by Marie C.
Pollio, Esq., at Shipman & Goodwin LLP.

Counsel to the ad hoc group of certain holders of the Debtors'
convertible senior notes is White & Case LLP's Tom Lauria, Esq.


TEAM HEALTH: S&P Lowers CCR to 'B+', On CreditWatch Negative
------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on U.S.
physician staffing company Team Health Holdings Inc. to 'B+' from
'BB-' and placed the rating on CreditWatch with negative
implications.

At the same time, S&P lowered its issue-level rating on Team
Health's senior secured debt to 'B+' from 'BB-' to reflect the
lower corporate credit rating.  The recovery rating on this debt is
'4', indicating S&P's expectations for average (30%-50%, at the
higher end of the range) recovery in the event of a default.

S&P also lowered its rating on the company's unsecured debt to
'B-' from 'B'.  The recovery rating on this debt is '6', indicating
S&P's expectation for negligible (0%-10%) recovery on this debt in
a default.

"Our rating actions on Team Health follow the company's
announcement that it is being acquired by financial sponsor
Blackstone for $6.1 billion," said S&P Global Ratings credit
analyst Shannan Murphy.  Based on regulatory filings, S&P believes
that leverage, pro forma the transaction, will be over 7x.  This is
a sharp departure from S&P's prior expectation that the company was
committed to deleveraging, and that leverage would decline below 5x
over the next few quarters.

While the company's integration of hospitalist and post-acute
staffing company IPC Healthcare Inc. has been slower than S&P
expected, it believed that the company was committed to a financial
policy of keeping leverage below 5x, and that it could reduce
leverage to this level over the next few quarters as it integrated
IPC and worked to improve margins.  However, based on the LBO
announcement, S&P is no longer convinced that the company is
committed to a leverage target below 5x.  For this reason, S&P now
views financial policies as negative to the credit rating, and
believe that even if the leveraged buyout is not completed as
outlined, leverage will likely increase from current levels as the
company seeks to maximize value to equity stakeholders.

S&P intends to resolve its CreditWatch listing when more
information becomes available regarding Team Health's eventual
capital structure and free cash flow profile.

S&P could affirm the 'B+' rating and assign a stable outlook if it
believes that the company is likely to sustain discretionary cash
flow equal to approximately 5% of pro forma debt.  This could
happen if the company does not complete the planned LBO, or if S&P
believes that the company will be able to reduce costs and raise
margins under private ownership.

If the company completes the transaction as planned, and S&P thinks
free cash flow is likely to be sustained below 5% of adjusted debt,
S&P will likely lower the rating by one notch, to 'B'.



TERRA MILLENNIUM: S&P Assigns 'B' CCR; Outlook Stable
-----------------------------------------------------
S&P Global Ratings said that it has assigned its 'B' corporate
credit rating to Terra Millennium Corp.  The outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the company's proposed $40 million revolving
credit facility due 2021 and $175 million first-lien term loan due
2022.  The '3' recovery rating indicates S&P's expectation for
meaningful recovery (50%-70%; upper half of the range) in the event
of a payment default.

"Our ratings on TMC reflect the company's position as a leading
player in the refractory (materials that can withstand very high
temperatures) services market, along with its diverse end markets
and strong customer base," said S&P Global credit analyst Christina
Mcgovern.  "Additionally, the ratings reflect that nearly 70% of
the company's annual earnings come from recurring revenue sources."
However, TMC's modest scale, concentrated footprint in the U.S.,
and relatively narrow focus in a niche market offset these
strengths.  The company also has a smaller presence in the much
larger and fragmented mechanical services market where it competes
against a number of larger engineering and construction firms and
small local service providers.  Although S&P expects TMC's credit
metrics to improve from their initial post-transaction levels,
S&P's ratings also incorporate the risks associated with its
controlling ownership by a private-equity sponsor, reflecting the
potential for higher leverage over the medium-term.

The stable outlook on TMC reflects S&P's belief that the company
will sustain its earnings over the next 12 months due to its highly
recurring revenue streams, diverse end markets, and the increased
contribution from its time and materials contracts, which S&P views
more favorably than fixed-price contracts.  Despite the company's
elevated leverage in fiscal-year 2016, following the close of the
transaction we expect that its adjusted debt-to-EBITDA metric will
improve below 5x and its free operating cash flow (FOCF)-to-debt
ratio will increase to the mid-single digit percent area.

S&P could lower its rating on TMC during the next 12 months if it
appears that its FOCF generation will likely turn negative and S&P
believes that the company's adjusted debt-to-EBITDA metric will
trend higher than 6.0x on a sustained basis.  This could occur
because of a meaningful deterioration in its EBITDA margins caused
by the loss of key projects or a material debt-financed
transaction.

S&P considers an upgrade unlikely over the next 12 months given its
belief that TMC's financial policies will remain aggressive over
the medium-term under its financial sponsor.  However, S&P could
raise the rating if it believes that the company is committed to
maintaining a FOCF-to-debt ratio of greater than 5%, it
demonstrates sustained debt reduction (with leverage approaching
4x), and S&P come to believe that the risk of it increasing its
leverage above 5x adjusted debt-to-EBITDA is low.



TERRILL MANUFACTURING: U.S. Trustee Forms 3-Member Committee
------------------------------------------------------------
The Office of the U.S. Trustee on October 31 appointed three
creditors of The Terrill Manufacturing Company, Inc., to serve on
the official committee of unsecured creditors.

The committee members are:

     (1) Wurth Louis and Company
         c/o John McCann, Corporate Credit Manager
         3080 North Great Southwest Parkway
         Grand Prairie, TX 75050
         Phone: 972-660-8676-ext. 4425
         Fax: 972-692-5203
         Email: jmccann@wurthlac.com

     (2) Patrick Industries, Inc.
         d/b/a Decorative Dynamics
         c/o Nancy Blakeman, Credit Supervisor
         107 West Franklin
         P. O. Box 638
         Elkhart, IN 46515
         Phone: 574-294-7511
         Fax: 574-524-7748
         Email: Blakeman@patrickind.com

     (3) A. L. Staffing, Inc.
         d/b/a Spherion Staffing Services
         c/o Veronica Madrigal, Director of Operations
         3467-A Knickerbocker Road
         San Angelo, TX 76904
         Email: 325-944-4006
         Fax: 325-942-9833
         Email: veronica@spheriontx.com

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

                About Terrill Manufacturing Co.

Formed in 1948, Terrill Manufacturing Co., Inc., owns real property
located in San Angelo, Texas and designs, manufactures, and
installs custom woodwork and other finishing pieces for inside of
commercial buildings.

Terrill Manufacturing filed a chapter 11 petition (Bankr. W.D. Tex.
Case No. 16-52127) on Sept. 20, 2016.  The petition was signed by
Gary Rushin, President/CEO.  The Debtor is represented by Reedy M.
Spigner, Esq., at West & Associates, LLP.  The Debtor estimated
assets and liabilities at $0 to $50,000.


TRI STATE STONE: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
The Office of the U.S. Trustee on October 31 announced that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Tri State Stone, Inc.

Tri State Stone, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 16-11275) on September
30, 2016.  

At the time of the filing, the Debtor estimated assets of less than
$100,000 and liabilities of less than $1 million.


U.S. STEEL CANADA: Parent Enters Into Agreement to Sell Business
----------------------------------------------------------------
United States Steel Corporation on Nov. 1, 2016, announced that it
has agreed to proposed terms with Bedrock Industries Group LLC
("Bedrock") regarding the sale and transition of ownership of U.S.
Steel Canada, Inc. ("USSC") to Bedrock.  The transaction is subject
to satisfactory completion of customary definitive documentation
and requisite court and other approvals.

On Sept. 16, 2014, USSC applied for relief from its creditors
pursuant to Canada's Companies' Creditors Arrangement Act ("CCAA").
As part of the CCAA proceedings, U. S. Steel submitted secured and
unsecured claims of approximately CAD$2.2 billion.  Should the
transaction be approved by the Ontario Superior Court of Justice
and ultimately close, U. S. Steel will receive approximately $126
million in satisfaction of its secured claims, including interest,
and unsecured claims.  The proposed terms also include an agreement
to provide mutual releases among key stakeholders, including a
release of all claims against U. S. Steel regarding environmental,
pension and other liabilities.  

As part of the proposed transition in ownership, U. S. Steel will
continue to provide certain shared services to USSC and will enter
into an agreement to supply USSC with all of its requirements for
iron ore pellets through 2021.    

United States Steel Corporation, headquartered in Pittsburgh, Pa.,
-- http://www.ussteel.com-- is an integrated steel producer and
Fortune 250 company with major production operations in the United
States and Central Europe.  The company manufactures a wide range
of value-added steel sheet and tubular products.  

Bedrock Industries -- http://www.bi15.com-- is a privately funded
holding company focused on owning and operating metals, mining and
natural resources assets and related special situations.  

                   About U.S. Steel Canada, Inc.

U.S. Steel Canada's operations are located at Lake Erie Works, a
fully integrated steelmaking facility, and at Hamilton Works, home
to cokemaking and finishing operations including its zinc-coating
facility, Z-Line.  U.S. Steel Canada has the capability of
producing approximately 2.6 million tons of steel annually and
employs approximately 2,000 people.

U.S. Steel Canada commenced court-supervised restructuring
proceedings under the Companies' Creditors Arrangement Act, R.S.C.
1985, c. C-36, before the Ontario Superior Court of Justice
(Commercial List) on Sept. 16, 2014.  Ernst & Young Inc. has been
appointed by the CCAA court as monitor pursuant to an Initial CCAA
Order.


VALENCIA COLLEGE: Use of J and S Enterprises Cash Until Nov. 30 OK
------------------------------------------------------------------
Judge Cynthia C. Jackson of the U.S. Bankruptcy Court for the
Middle District of Florida authorized Valencia Collage Shopping
Center, Ltd., to use J and S Enterprises USA, LLC's cash collateral
on an interim basis through Nov. 30, 2016.

The Debtor is directed to retain $1,059 for property tax for each
month of operation.  The Debtor is further directed to maintain
insurance coverage for its property in accordance with the
obligations under its loan and security documents with J and S
Enterprises.

J and S Enterprises is granted a perfected postpetition lien
against cash collateral to the same extent and with the same
validity and priority as the prepetition lien.

A continued preliminary hearing on the Debtor's use of cash
collateral is scheduled on Dec. 1, 2016 at 2:00 p.a.

A full-text copy of the Interim Order, dated Oct. 31, 2016, is
available at
http://bankrupt.com/misc/ValenciaCollege2016_616bk01611ccj_59.pdf

         About Valencia College Shopping Center

Valencia College Shopping Center, Ltd. filed a Chapter 11
bankruptcy petition (Bankr. M.D. Fla. Case No. 16-01611) on March
10, 2016.  The petition was signed by Kyungho So, general manager.
Judge Lena M. James presides over the case.  The Debtor disclosed
$1.93 million in assets and $99,434 in liabilities.

The Debtor is represented by Jeffrey Ainsworth, Esq. and Robert B.
Branson, Esq., at Branson PLLC.

No official committee of unsecured creditors has been appointed in
the Chapter 11 case.


VALUEPART INC: Can Use ACF FinCo, Skokie Cash Collateral
--------------------------------------------------------
Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the
Northern District of Texas authorized ValuePart, Incorporated to
use ACF FinCo I LP and Skokie Investrade, Inc.'s cash collateral
through Nov. 12, 2016.

The Debtor was authorized to use the Lenders' cash collateral to
fund working capital, operating expenses, capital expenditures,
fixed charges, payroll, and all other general corporate purposes
arising in the Debtor’s ordinary course of business pursuant to
the approved Budget.

The approved 3-week Budget projects total operating disbursements
amounting to $2,259,915 and total non-operating disbursements
totaling $903,271.  The Budget covers the period beginning on the
week ending Oct. 29, 2016 and ending on the week ending Nov. 12,
2016.

The Debtor was directed to deliver to ACF FinCo, timely and current
monthly payments of accrued interest at the non-default rate, as
set forth under the terms of the Senior Loan Agreement.

Each of the Lenders were granted with replacement liens and
security interests in all of the Debtor's assets, in the same
nature, extent, priority, and validity that such liens, if any,
existed on the Petition Date in the amount equal to the aggregate
diminution in value of the prepetition collateral to the extent of
their interests therein.  

The Lenders were further granted a superpriority administrative
expense claim under Sections 503 and 507 of the Bankruptcy Code to
the extent that the adequate protection provided proved to be
inadequate.

An interim hearing on the Debtor's use of cash collateral is
scheduled on November 10, 2016, at 1:30 p.m.

A full-text copy of the Interim Order Order, dated November 1,
2016, is available at https://is.gd/17PFNT


                   About ValuePart, Incorporated

ValuePart, Incorporated is a Chicago-based distributor of high
quality, competitively priced, aftermarket replacement parts for
off-highway earthmoving equipment manufacturers such as
Caterpillar, Case, Komatsu, Deere, International, Bobcat and
Hitachi, along with many others. The Debtor operates from 8
locations in Illinois, Texas, Nevada, Washington, Ohio, Georgia,
Vancouver and Toronto, and employs approximately 70 employees.
Although headquartered in Vernon Hills, Illinois, the Debtor's
largest distribution center is located in Dallas, Texas.

ValuePart, Incorporated filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 16-34169), on October 27, 2016.  The petition was
signed by Isa Passini, vice president.  The case is assigned to
Judge Harlin DeWayne Hale.  The Debtor is represented by Marcus
Alan Helt, Esq., Mark C. Moore, Esq. and Thomas C. Scannell, Esq.,
at Gardere Wynne Sewell LLP.  

The Debtor's Restructuring Advisor is CR3 Partners, LLC; and the
Debtor's Claims and Noticing Agent is Upshot Services LLC.

At the time of filing, the Debtor estimated both assets and
liabilities at $10 million to $50 million.


VALUEPART INC: Nov. 14 Meeting Set to Form Creditors' Panel
-----------------------------------------------------------
William T. Neary, Acting United States Trustee for Region 6, will
hold an organizational meeting on Nov. 14, 2016, at 10:00 a.m. in
the bankruptcy case of ValuePart, Inc.

The meeting will be held at:

               Office of the U. S. Trustee Meeting Room
               Earl Cabell Federal Building
               1100 Commerce Street, Room 976
               Dallas, Texas 75242

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

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

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

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

                    About ValuePart, Incorporated

ValuePart, Incorporated is a Chicago-based distributor of high
quality, competitively priced, aftermarket replacement parts for
off-highway earthmoving equipment manufacturers such as
Caterpillar, Case, Komatsu, Deere, International, Bobcat and
Hitachi, along with many others. The Debtor operates from 8
locations in Illinois, Texas, Nevada, Washington, Ohio, Georgia,
Vancouver and Toronto, and employs approximately 70 employees.
Although headquartered in Vernon Hills, Illinois, the Debtor's
largest distribution center is located in Dallas, Texas.

ValuePart, Incorporated filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 16-34169), on October 27, 2016.  The petition was
signed by Isa Passini, vice president.  The case is assigned to
Judge Harlin DeWayne Hale.  The Debtor is represented by Marcus
Alan Helt, Esq., Mark C. Moore, Esq. and Thomas C. Scannell, Esq.,
at Gardere Wynne Sewell LLP.  

The Debtor's Restructuring Advisor is CR3 Partners, LLC; and the
Debtor's Claims and Noticing Agent is Upshot Services LLC.

At the time of filing, the Debtor estimated both assets and
liabilities at $10 million to $50 million.


VAUGHN COLLEGE: S&P Affirms 'BB-' Rating on Series 2006 Bonds
-------------------------------------------------------------
S&P Global Ratings revised its outlook to negative from stable and
affirmed its 'BB-' rating on Vaughn College of Aeronautics and
Technology (VCAT), N.Y.'s series 2006 bonds.  At the same time, S&P
Global Ratings assigned its 'BB-' long-term rating to the Dormitory
Authority of the State of New York's series 2016A revenue bonds,
issued on behalf of VCAT.

"The negative outlook reflects our view that the college's
approximately $13 million of additional debt could, over the next
year or two, result in a decline in VCAT's already low available
resource measures to levels that are more consistent with a lower
rating," said S&P Global Ratings credit analyst Jessica Matsumori.
"We believe the school has essentially reached its debt capacity
given its current operating performance and endowment draws," Ms.
Matsumori added.

Unless the school sees sustained improvement on either front, any
weakening of available resources from current levels could result
in a lowered rating.  S&P understands that after this transaction,
the college will have substantially completed all major renovations
to its main campus and does not have any additional debt plans.

Proceeds from the series 2016 bonds are expected to:

   -- Refund the school's outstanding series 2006 long-term bonds
      and approximately $10 million of Valley National Bank
      direct-placement debt;

   -- $9.3 million to purchase the Astoria property, which it
      currently leases and operates;

   -- $700,000 to renovate the Astoria property; and

   -- Approximately $4 million to renovate the school's cafeteria.


Post issuance, pro forma debt is expected to be $58.7 million with
MADS of $3.9 million equal to a high 9.5% of fiscal 2015 operating
expenses.  Audited fiscal 2016 numbers were not available at the
time of this report.

Vaughn College, founded in 1932, is a specialized engineering,
engineering technology, management, and aviation college located
adjacent to LaGuardia Airport in Queens, N.Y.


VAUGHN ENVIRONMENTAL: Plan Confirmation Hearing Set for Dec. 9
--------------------------------------------------------------
A Dec. 9, 2016 hearing is currently scheduled for considering
confirmation of the Chapter 11 Plan proposed by Vaughn
Environmental Services.

The Debtor obtained approval of its Disclosure Statement in support
of the Plan in mid-October 2016.

Written objections to the Plan confirmation should be served with
the Court no later than Nov. 11.  Plan voting deadline is also set
as Nov. 11.

As previously reported by The Troubled Company Reporter, the
Debtor's Plan proposes a 10.21% recovery for unsecured creditors.

              About Vaughn Environmental Services

Vaughn Environmental Services, Inc. sought protection under Chapter
11 of the Bankruptcy Code (Bankr. M.D. Penn. Case No. 15-03937) on
Sept. 15, 2015.  The case is assigned to Judge John J. Thomas.  The
Debtor is represented by Kevin Joseph Petak, Esq., and James Walsh,
Esq. of Spence Custer Saylor Wolfe Rose, LLC.


VORNADO REALTY: Fitch Affirms 'BB+' Preferred Stock Rating
----------------------------------------------------------
Fitch Ratings has affirmed the 'BBB' Issuer Default Ratings (IDRs)
for Vornado Realty Trust (NYSE: VNO) and its operating partnership
Vornado Realty, LP after reviewing the company's planned
distribution and subsequent merger of its Washington D.C. portfolio
with JBG Companies. The Rating Outlook is Stable.

KEY RATING DRIVERS

Vornado's planned Washington, D.C. portfolio spin-off is negative
for bondholders; however, the company's credit profile will remain
appropriate for the 'BBB' rating. Post spin, VNO will own a
high-quality portfolio with above average liquidity elements,
albeit principally concentrated in Manhattan office and street
retail assets. The absolute and relative size of VNO's unencumbered
pool will decline, but unencumbered asset coverage of unsecured
debt (UA/UD) will remain high at roughly 4.0x, providing excellent
contingent liquidity.

Fitch views development missteps and an unexpected downturn in New
York City commercial real estate (CRE) fundamentals that exceeds
the agency's stress case projections as the primary risks to VNO's
credit profile. Execution risk surrounding the D.C. portfolio
spin-off appears limited.

Greater Concentration Risk

Fitch views VNO's D.C. market exit as a credit negative given
D.C.'s through-the-cycle market appeal and less than perfect CRE
value correlation with New York City. VNO's cash flow will also no
longer benefit from $144 million of U.S. Government rental income
(5.7% of pre-spin rent) generated by its D.C. portfolio. New York
City will increase to 90% of VNO's EBITDA from 70% following the
distribution of its Washington D.C. portfolio to shareholders.

New York City's superior CRE market characteristics help mitigate
the market concentration risk. New York City is the largest and
arguably the most diverse office market in the U.S. And New York
City CRE has above average contingent liquidity characteristics due
to superior institutional lender and investor demand.

VNO's New York portfolio will have some property type
diversification between office and retail rent. The company's
Chicago MART and 555 California office property in San Francisco
will comprise most of the 11% of portfolio EBITDA that VNO will
generate from outside New York post spin.

Moderately Higher Leverage

Fitch expects VNO to target leverage in the mid-6.0x range through
the cycle, which is appropriate to strong for a 'BBB' rated REIT
with VNO's asset profile. New York City cap rates are among the
lowest in the U.S., resulting in higher debt to EBITDA at
comparable debt to loan-to-value ratios in less desirable markets.

Fitch projects VNO's leverage will increase over the next 12 to 36
months into the 7x-8x range as it completes the 220 Central Park
South (CPS) condominium development. The agency's rating case
assumes the company uses sales proceeds return leverage to the low
7.0x range by 2019.

Fitch also considers VNO's leverage excluding 220 CPS. The
investment is opportunistic, outside of the company's core strategy
(and unlikely to be repeated on a similar scale). Additional risk
mitigants include $950 million of related, secured, non-recourse
construction funding and strong condo unit presales, which exceed
the projects costs.

Fitch has not included spending for the company's Farley Building
joint venture in its projections given limited visibility regarding
the amount and timing. Fitch said, “However, we view this
investment as consistent with the company's core strategy and would
expect the company to fund it in a manner that is consistent with
VNO's financial policies.” VNO's leverage could exceed Fitch's
forecast under a 100% debt-funded scenario for its share of the
Farley building redevelopment, including any repositioning spending
at the company's legacy Penn Plaza properties.

VNO has ample liquidity to complete the roughly $800 million of
unfunded development expenses. The company plans to retain its $2.5
billion revolving credit capacity (comprised of two $1.25 billion
facilities with staggered maturities) following the spin,
notwithstanding its smaller size.

Strong Unencumbered Asset Coverage

Fitch estimates that VNO's UA/UD will approximate 4.0x following
the spin, which is a strong absolute and relative level. However,
VNO will lose $160 million or 25% of its annualized unencumbered
EBITDA due to the spin, which will reduce the company's UA/UD
coverage from the low 7.0x range.

VNO's UA/UD is strong for the 'BBB' rating, particularly given the
institutional investor and lender interest in Manhattan office and
retail properties, providing above-average contingent liquidity
across core CRE property types.

The strength of VNO's coverage ratio is driven by the quality of
assets, the issuer's limited unsecured debt and the strategy of
placing higher loan-to-value ratios on the properties that are
encumbered. Fitch calculates UA/UD by applying a 7.0% cap rate to
annualized unencumbered property EBITDA unsecured debt.

KEY ASSUMPTIONS

   -- The company completes the spin-off of its D.C. portfolio
      during mid-2017;

   -- Same-store net operating income growth of 2.5% on average
      through 2019;

   -- Development spending of roughly $450 million during 2016 and

      2017 and $112 million during 2018 related to the completion
      of 220 CPS;

   -- VNO reduces its common dividend by an amount similar to the
      lost income from its D.C. portfolio;

   -- VNO ratably sells out the units in 220 CPS during 2018 and
      2019, using proceeds to reduce project related borrowings
      and for special dividends.

RATING SENSITIVITIES

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

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

   -- Fitch's expectation of fixed-charge coverage sustaining
      above 2.5x for several consecutive quarters.

Conversely, the following factors may result in negative momentum
in the ratings and/or Outlook:

   -- Fitch's expectation of net debt to recurring operating
      EBITDA sustaining above 7.5x;

   -- Fitch's expectation of fixed-charge coverage sustaining
      below 1.8x;

   -- Fitch's expectation of a sustained liquidity coverage ratio
      below 1.0x.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings:
   
   Vornado Realty Trust

   -- IDR at 'BBB';

   -- Preferred stock at 'BB+.

   Vornado Realty, L.P.

   -- IDR at 'BBB';

   -- Unsecured revolving credit facilities at 'BBB';

   -- Senior unsecured notes at 'BBB'.

Fitch also assigned a 'BBB' rating to the $750 million senior
unsecured term loan due 2020. The term loan currently has $375
million outstanding.



WAYZATA-ROCHESTER 16: Auction Results Due for Nov. 21 Hearing
-------------------------------------------------------------
Judge William J. Fisher of the U.S. Bankruptcy Court for the
District of Minnesota will convene a hearing on Nov. 21, 2016 at
1:30 p.m. to consider approval of Wayzata-Rochester 16 Hospitality
Associates, LLC, at an auction.

The Debtor is a Minnesota limited liability company having its
principal place of business at 1625 South Broadway, Rochester,
Minnesota. The Debtor's business office is located at 1513 Bay
Ridge Road, Wayzata, Minnesota. The Debtor owns and operates a
hotel on real estate owned by the Debtor. The hotel is operated as
a Wyndham Garden Hotel. The hotel also contains a restaurant and
bar which the Debtor leases to a third party.

All of the Debtor's assets, to the knowledge of the Debtor, are
secured by liens.  The Debtor's principal creditor is Access Point
Financial, Inc., which is owed approximately $6,631,347 as of the
Petition Date.

On Sept. 30, 2016, the Debtor filed a motion in the Court seeking
(1) approval of bidding procedures with respect the disposition of
the Debtor's assets and (2) authorizing an auction of all or
substantially all the Debtor's assets, and (3) authorizing the
assumption and assignment of leases and executory contracts to
which the Debtor is a party.  The Court held a hearing on the
Debtor's motion on Oct. 18, 2016.  The Court entered an Order on
Oct. 19, 2016, which order granted the release sought including
authorizing the Debtor to conduct an auction sale of its assets.
The Order approves the bidding procedures described in the Debtor's
motion and authorizes the Debtor to sell its assets at an auction
and pursuant to the bidding procedure rules on Nov. 15, 2016 at the
Debtor's offices located at 1513 Bay Ridge Road, Wayzata,
Minnesta.

Due to the fact that the Debtor will amend the Motion and notice of
hearing at such time as the auction is concluded, the Amended
Motion will describe the bidding process, the number of bids
received, and the auction results.  The Amended Motion will
identify the highest bidder or bidders for the Debtor's assets. The
Debtor is offering its assets for sale as a single unit or in
separate lots.  The Debtor's intention is to maximize the recovery
to the estate through the auction process.

Because the Debtor intends to amend the Motion shortly before the
hearing on November 21st, the Debtor will not object to any
response served 2 hours prior to the hearing date and time.
      
        About Wayzata-Rochester 16 Hospitality Associates

Headquartered in Wayzata, Minnesota, Wayzata-Rochester 16
Hospitality Associates, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case No. 16-32038) on June 27, 2016,
estimating its assets at between $1 million and $10 million.  The
petition was signed by Robert S. Snyder, manager.

Judge William J. Fisher presides over the case.

Steven B. Nosek, Esq., at Steven Nosek, P.A., serves as the
Debtor's bankruptcy counsel.


WAYZATA-ROCHESTER: Has Until Dec. 27 to Use Access Point Cash
-------------------------------------------------------------
Judge William J. Fisher of the U.S. Bankruptcy Court for the
District of Minnesota authorized Wayzata-Rochester 16 Hospitality
Associates, LLC, to use Access Point Financial, Inc.'s cash
collateral on a final basis until Dec. 27, 2016.

The Debtor is indebted to Access Point Financial in the amount of
$6,631,347 plus all legal expenses related to the bankruptcy case
and all interest, fees, costs, legal expenses and other amounts.
Access Point was granted, among other things, a security interest
in and liens on all assets of the Debtor's personal property, and
their proceeds.

Judge Fisher acknowledged that the Debtor does not have sufficient
available sources of working capital to carry on the continued
operation of its business without the use of cash collateral.  

Pursuant to the Final Cash Collateral Order, Access Point Financial
is granted a replacement lien and security interests on all
property of the same types as Access Point's collateral.  It is
also granted an administrative priority claim against all assets of
the estate for the amount, if any, by which the protections
afforded to Access Point for the Debtor's use, sale, consumption or
disposition of any prepetition collateral prove to be inadequate to
protect Access Point's interest in such prepetition collateral,
with the exception of all statutory fees of the United States
Trustee.

A full-text copy of the Final Order, dated Oct. 31, 2016, is
available at
http://bankrupt.com/misc/WayzataRochester2016_1632038_119.pdf

                 About Wayzata-Rochester 16
                 Hospitality Associates, LLC

Headquartered in Wayzata, Minnesota, Wayzata-Rochester 16
Hospitality Associates, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case No. 16-32038) on June 27, 2016,
estimating its assets at between $1 million and $10 million.  The
petition was signed by Robert S. Snyder, manager.

Judge William J. Fisher presides over the case.

Steven B. Nosek, Esq., at Steven Nosek, P.A., serves as the
Debtor's bankruptcy counsel.


WESTMORELAND COAL: Incurs $8.52 Million Net Loss in Third Quarter
-----------------------------------------------------------------
Westmoreland Coal Company filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
applicable to common shareholders of $8.52 million on $370.68
million of revenues for the three months ended Sept. 30, 2016,
compared to a net loss applicable to common shareholders of $46.56
million on $349.79 million of revenues for the three months ended
Sept. 30, 2015.

For the nine months ended Sept. 30, 2016, the Company reported a
net loss applicable to common shareholders of $3.30 million on
$1.08 billion of revenues compared to a net loss applicable to
common shareholders of $94.89 million on $1.07 billion of revenues
for the same period last year.

As of Sept. 30, 2016, Westmoreland Coal had $1.71 billion in total
assets, $2.30 billion in total liabilities and a total deficit of
$581.20 million.

"We delivered record high quarterly adjusted EBITDA.  These results
were driven by solid demand and demonstrate the benefits of our
diverse portfolio, ability to execute, and the strength of our
business model.  Similar to other quarters, we generated impressive
free cash flow as a result of our focus on cost containment, cash
flow initiatives, and capital spending management," said
Westmoreland Chief Executive Officer, Kevin Paprzycki.  "During the
quarter, we also acted quickly to better position Coal Valley when
Newcastle pricing increased.  We hedged 100% of the 2017 Coal
Valley production at prices that will result in breakeven cash
flow.  This compares very favorably to the projected $10 million
cash drag in 2016.  We are aggressively evaluating all alternatives
for these operations including potential monetization."

Paprzycki commented on the outlook, "We have executed well this
year and are on track to set another adjusted EBITDA record in the
fourth quarter.  This gives us confidence to tighten our guidance
ranges so we now expect to produce full year 2016 adjusted EBITDA
in the range of $255 million to $265 million and free cash flow in
the range of $75 million to $85 million."

Consolidated and Segment Results

Consolidated adjusted EBITDA for the third quarter was $71.2
million, 48% above the same period in 2015.  Contributing to this
result was the adjusted EBITDA growth within Coal - U.S. driven by
strong demand from the favorable summer weather, successful
operations and the San Juan acquisition which continues to exceed
expectations.  The Coal - WMLP segment also contributed as it, too,
benefited from the favorable weather, improved operations and more
consistent customer uptime than experienced in the third quarter of
2015. Coal - Canada saw adjusted EBITDA decline 26%
primarily from the loan and lease receivable billings being $6.1
million less than the accelerated amount included during 2015’s
third quarter.

Nine month consolidated adjusted EBITDA was $179.0 million, 12%
higher than the same period last year.  This result was influenced
by the same factors: favorable weather-driven demand in the U.S.
benefiting Coal - U.S. and Coal - WMLP; the addition of San Juan in
January of 2016; and in Canada, lower year-to-date loan and lease
receivable as well as record rainfall creating less efficient
operating conditions at some facilities.

Cash Flow and Liquidity

Westmoreland's free cash flow through Sept. 30, 2016, was $56.3
million.  Free cash flow is the net of cash flow provided by
operations of $84.2 million, less capital expenditures of $30.6
million, plus net cash collected under certain contracts for loan
and lease receivables of $2.7 million.  Included in cash flow
provided by operations were cash uses for interest expense of $79.1
million, for asset retirement obligations of $22.1 million, and a
source of cash from working capital changes of $14.9 million.

At Sept. 30, 2016, cash and cash equivalents on hand across the
parent, San Juan and the MLP, totaled $28.9 million, a $6.0 million
increase from year end.  The increase was comprised of free cash
flow generation of $56.3 million; proceeds from asset sales of $6.2
million; net cash debt reductions including capital lease payments
of $45.9 million; cash used, net of loan proceeds received, to
purchase San Juan of $3.1 million; cash used for debt issuance of
$7.2 million; and cash required for bonding of $0.3 million.

Gross debt plus capital lease obligations at quarter end totaled
$1,166.0 million.  The increase from year end is attributable to
the San Juan financing.  There was $36.3 million available to draw,
net of letters of credit, on the revolving credit facility.

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

                      https://is.gd/vNUR7v

                     About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest        

independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland reported a net loss applicable to common shareholders
of $203 million on $1.41 billion of revenues for the year ended
Dec. 31, 2015, compared to a net loss applicable to common
shareholders of $173 million on $1.11 billion of revenues for
the year ended Dec. 31, 2014.

                            *     *     *

Moody's Investors Service at the end of February 2016 downgraded
the ratings of Westmoreland, including its corporate family rating
to 'Caa1' from 'B3'.

Standard & Poor's Ratings Services in March 2016 affirmed its 'B'
corporate credit rating on Westmoreland and revised the rating
outlook to "negative" from "stable".  "The negative outlook
reflects weaker-than-expected liquidity as a result of a
combination of exposure to a lower price environment and
difficult-to-secure favorable new volume commitments," said
Standard & Poor's credit analyst Vania Dimova.


WHITING PETROLEUM: Incurs $693 Million Net Loss in Third Quarter
----------------------------------------------------------------
Whiting Petroleum Corporation filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $693.05 million on $129.22 million of total revenues
and other income for the three months ended Sept. 30, 2016,
compared to a net loss of $1.86 billion on $508.04 million of total
revenues and other income for the same period in 2015.

For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $1.16 billion on $760.81 million of total revenues and
other income compared to a net loss of $2.12 billion on $1.62
billion of total revenues and other income for the same period last
year.

As of Sept. 30, 2016, Whiting Petroleum had $10.06 billion in total
assets, $5.46 billion in total liabilities and $4.60 billion in
total equity.

James J. Volker, Whiting's chairman, president and CEO, commented,
"During the third quarter, we continued to improve our capital
efficiency with production at the high end of guidance on lower
than projected capital spending, and LOE per BOE improving to $7.98
per BOE on the sale of North Ward Estes.  This resulted in our net
cash from operating activities exceeding our capital spending by
$66 million.  In the Williston Basin, the combination of high
quality acreage and innovative completion methods drove solid
results.  Our thirteen new wells completed in McKenzie County
tested at an average rate of 3,727 BOE/d and our leading edge
design 10+ million pound completions in Williams County are
tracking a 1,500 MBOE type curve.  We believe the focus on balance
sheet strength and capital spending discipline in the first nine
months of 2016 provides us with a strong financial base to continue
to deliver solid operational results and realize the potential of
our world class asset base."

                     Operations Update

Whiting controls 738,479 gross (443,125 net) acres in the Williston
Basin and 153,937 gross (129,035 net) acres at its Redtail Niobrara
play.  In the third quarter 2016, total net production for the
Company averaged 119,890 BOE/d.  The Bakken/Three Forks play in the
Williston Basin averaged 105,645 BOE/d and the Redtail
Niobrara/Codell play in the DJ Basin averaged 10,945 BOE/d.

Enhanced completion wells continue to track 900 MBOE type curve
after 265 days.  Whiting's previously disclosed set of 48 enhanced
completion wells in the Williston Basin continue to produce in line
with a 900 MBOE type curve after 265 days.  These wells span
Whiting's acreage and are located in Billings, Dunn, McKenzie,
Mountrail, Stark and Williams counties, North Dakota.  On average,
these wells were completed with 36 stages and 6.6 million pounds of
sand.

Large volume completion wells tracking 1,500 MBOE type curve after
90 days.  During the third quarter 2016, Whiting brought on two
large volume completions located approximately ten miles apart in
Williams County, North Dakota.  Whiting completed the Carscallen
31-14-4H Bakken well with 13.6 million pounds of sand and the P
Bibler 155-99-16-31-30-1H Bakken well with 10.1 million pounds of
sand. Both wells are tracking a 1,500 MBOE type curve after 90 days
on production.

Rolla Federal Unit wells test at average rate of 3,727 BOE/d.
During the quarter, Whiting recommenced operations in the Central
Williston Basin.  Between mid-September and early October 2016, the
company brought on thirteen wells in McKenzie County at its Rolla
Federal unit.  The wells were completed with an average of 7.3
million pounds of sand and tested at an average 24-hour rate of
3,727 BOE/d.

Faster drilling times and longer laterals increase value at
Redtail.  In Whiting's Redtail Niobrara/Codell play in the DJ
Basin, the average time to drill a well from spud to spud has
decreased 30% to 7 days over the past twelve months.  This was
driven by more efficient operations and a new wellbore design that
eliminates intermediate casing.  The Company continues to increase
the number of 1,280-acre spaced wells in its drilling program.
Year-to-date, it has drilled 34 1,280-acre spaced wells in an
average time of 4.5 days from spud to total depth and 7.5 days from
spud to spud.  It recently drilled a 1,280-acre spaced well from
spud to total depth in a Whiting record time of 2.75 days.  Whiting
estimates that a 1,280-acre spaced well has the potential to
deliver approximately 40% higher reserves for only a 12.5% increase
in cost relative to its standard 960-acre spaced well.

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

                     https://is.gd/mLdDwX

                   About Whiting Petroleum

Whiting Petroleum Corporation is an independent oil and gas company
engaged in development, production, acquisition and exploration
activities primarily in the Rocky Mountains and Permian Basin
regions of the United States.

Whiting Petroleum reported a net loss available to common
shareholders of $2.21 billion on $2.05 billion of total revenues
and other income for the year ended Dec. 31, 2015, compared to net
income available to common shareholders of $64.80 million on $3.08
billion of total revenues and other income for the year ended
Dec. 31, 2014.


WME IMG: Moody's Retains B2 CFR  Following Term Loan Add-On
-----------------------------------------------------------
Moody's says WME IMG, LLC's (WME IMG) B2 corporate family rating is
unchanged following the proposed $100 million add on term loan.
Both the B1 rating on the first lien credit facility and Caa1
rating on the second lien term loan are also unchanged. The outlook
remains stable. The add on term loan is expected to be fungible
with the existing 1st lien term loan, with the proceeds used to
fund acquisitions that we expect will be slightly deleveraging.
Leverage pro-forma for the transaction is 7.2x as of Q2 2016
(including Moody's standard adjustment) which remains very high for
the existing rating and leaves little room for an upsize of the
transaction.

The $100 million add on follows the $300 million add on term loan
completed in June 2016 which was used to help fund the parent
company's acquisition of an ownership position in UFC Holdings, LLC
(fka Zuffa, LLC). The ratings receive support from the large size
of the company with global scale and diversified operations in
client representation, event operations, distribution of media,
sponsorship and licensing rights, as well as marketing and other
services. WME IMG has made several smaller acquisitions over the
past year and a half which are expected to support EBITDA growth,
enhance and diversify its service offerings while increasing the
amount of owned content by the company. Most of the acquisitions
are expected to grow from revenue synergies as a small company is
plugged into the expanding network of WME IMG and benefits from a
significant number of relationships and opportunities in addition
to oversight by the company's experienced management team. "We
project organic growth in the low to mid single digits over the
next twelve months in addition to growth from acquisitions that
should reduce leverage to 7x." Moody's said. However, leverage
maintained above 7x after the next twelve months has the potential
to lead to negative rating pressure.

WME IMG, LLC. (WME IMG) is a diversified global company with
operations in client representation, event operations, distribution
of media, sponsorship and licensing rights, as well as marketing
and other services. William Morris Endeavor Entertainment, LLC.
bought IMG Worldwide Holdings, Inc. (IMG) in May 2014 for
approximately $2.4 billion dollars with equity financing from
Silver Lake Partners in the amount of $461 million. Reported
revenue as of the LTM ending June 30, 2016 is approximately $2.4
billion.



ZAMINDAR PROPERTIES: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
The Office of the U.S. Trustee on October 31 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Zamindar Properties, LLC.

Zamindar Properties, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W. D. Pa. Case No. 16-23385) on September
9, 2016.  The petition was signed by Joann Jenkins, president.  

The case is assigned to Judge Carlota M. Bohm.

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


ZIONS BANCORPORATION: Moody's Hikes Preferred Stock Rating to Ba2
-----------------------------------------------------------------
Moody's Investors Service upgraded certain ratings of Zions
Bancorporation (Zions) and its bank subsidiary, ZB, N.A. Zions'
senior unsecured rating was upgraded to (P)Baa3 from (P)Ba1 and the
noncumulative preferred stock was upgraded to Ba2 (hyb) from Ba3
(hyb). At ZB, N.A., the standalone baseline credit assessment (BCA)
was upgraded to baa2 from baa3, the long-term deposit rating was
upgraded to A3 from Baa1, the issuer rating was upgraded to Baa3
from Ba1, and the counterparty risk assessment (CR assessment) was
upgraded to Baa1 (cr) from Baa2 (cr). The bank's Prime-2 short-term
deposit rating and Prime-2 (cr) short-term CR assessment were
affirmed. Following the upgrade, the rating outlook is stable.

Issuer: Amegy Corporation

The following action has been taken:

   -- Issuer Rating, Upgraded to Baa3 from Ba1

   -- Outlook, Changed To Stable From Positive

Issuer: ZB, N.A.

The following action has been taken:

   -- Adjusted Baseline Credit Assessment, Upgraded to baa2 from
      baa3

   -- Baseline Credit Assessment, Upgraded to baa2 from baa3

   -- Counterparty Risk Assessment, Upgraded to Baa1(cr) from
      Baa2(cr)

   -- Issuer Rating, Upgraded to Baa3 from Ba1

   -- Long Term Deposit Rating, Upgraded to A3 from Baa1

   -- Short Term Counterparty Risk Assessment, Affirmed P-2(cr)

   -- Short Term Deposit Rating, Affirmed P-2

   -- Outlook, Changed To Stable From Positive

Issuer: Zions Bancorporation

The following action has been taken:

   -- Pref. Stock Non-cumulative Preferred Stock, Upgraded to Ba2
      (hyb) from Ba3 (hyb)

   -- Senior Unsecured MTN Program, Upgraded to (P)Baa3 from
      (P)Ba1

   -- Other Short Term, Upgraded to (P)P-3 from (P)NP

   -- Outlook, Changed To Stable From No Outlook

RATINGS RATIONALE

Zions' stronger financial profile, particularly in the areas of
asset risk and profitability, prompted Moody's upgrade. Zions has
materially reduced its former asset concentrations, which should
lessen future earnings volatility and makes it better able to
defend its current strong asset quality performance. These
improvements benefit Zions' credit profile that is also supported
by strong funding and solid capital ratios. These credit attributes
help offset the bank's above-average energy exposure.

Regarding asset concentrations, Zions' commercial real estate (CRE)
concentration has been reduced to about twice its tangible common
equity and is more skewed towards income producing property. This
positively contrasts to its historic peak concentration of six
times its tangible common equity, of which more than half was
construction. Additionally, it no longer holds investments in trust
preferred CDOs, which it sold last year.

Moody's upgraded Zions despite its above average direct energy
exposure, equal to approximately 40% of its tangible common equity,
compared to the 10-15% median of US regional banks. Although it has
material energy exposure, its capital position is resilient under
Moody's moderate and severe stress scenarios because of its higher
starting capital position and reserves above 8% of energy loans.
Despite the higher nonaccruals and net-charge-offs from energy,
Zions' asset quality metrics remain comparatively good because of
strong performance in its non-energy portfolio. Zions' total
problem loans (nonaccruals, 90+ days past due, and accruing
troubled debt restructured loans) were 1.9% of loans as of 30
September 2016, compared to the median of 2.3% for US banks with
BCAs of baa2. Its annualized net-charge-offs in the third quarter
were also low at 0.28%.

This asset quality performance underpins Zions' strong balance
sheet with minimal market funding, good liquid assets, and a
healthy capital position. As a percentage of tangible banking
assets, its market funds are low at just over 1% and its liquid
assets are 22%, which is also a good level. Zions reported a common
equity Tier 1 ratio of 12% at third quarter-end.

These financial improvements illustrate Zions' better risk
management, but the agency noted that the enhancements to risk
management were implemented relatively late compared to many large
regional bank peers and they have not been fully tested through an
economic cycle.

What Could Change the Rating - Up

Ratings could be upgraded if Moody's concludes that Zions' risk
management has been sufficiently enhanced and integrated within its
strategic decision-making to control its CRE and energy exposure
and maintain its good asset quality, while reducing potential
earnings volatility. Moody's noted that average CRE has grown
approximately 11% over the last year and was the highest growth
segment within Zions' loan book, which grew only 6%. Improved
profitability as a result of better cost management would also
support a higher rating.

What Could Change the Rating - Down

A downgrade of the BCA is possible if there is a rebuilding of
asset concentrations, a significant decline in capital or a
meaningful reversal of improvements in asset quality.

The principal methodology used in these ratings was "Banks"
published in January 2016.


[^] BOOK REVIEW: Transnational Mergers and Acquisitions
-------------------------------------------------------
Author:     Sarkis J. Khoury
Publisher:  Beard Books
Softcover:  292 pages
List Price: $34.95
Review by Gail Owens Hoelscher

Order your personal copy today at http://is.gd/hl7cni

Transnational Mergers and Acquisitions in the United States will
appeal to a wide range of readers.  Dr. Khoury's analysis is
valuable for managers involved in transnational acquisitions,
whether they are acquiring companies or being acquired themselves.

At the same time, he provides a comprehensive and large-scale look
at the industrial sector of the U.S. economy that proves very
useful for policy makers even today.  With its nearly 100 tables
of data and numerous examples, Khoury provides a wealth of
information for business historians and researchers as well.

Until the late 1960s, we Americans were confident (some might say
smug) in our belief that U.S. direct investment abroad would
continue to grow as it had in the 1950s and 1960s, and that we
would dominate the other large world economies in foreign
investment for some time to come.  And then came the 1970s, U.S.
investment abroad stood at $78 billion, in contrast to only $13
billion in foreign investment in the U.S.  In 1978, however, only
eight years later, foreign investment in the U.S. had skyrocketed
to nearly #41 billion, about half of it in acquisition of U.S.
firms.  Foreign acquisitions of U.S. companies grew from 20 in
1970 to 188 in 1978.  The tables had turned an Americans were
worried.  Acquisitions in the banking and insurance sectors were
increasing sharply, which in particular alarmed many analysts.

Thus, when it was first published in 1980, this book met a growing
need for analytical and empirical data on this rapidly increasing
flow of foreign investment money into the U.S., much of it in
acquisitions.  Khoury answers many of the questions arising from
the situation as it stood in 1980, many of which are applicable
today: What are the motives for transnational acquisitions? How do
foreign firms plans, evaluate, and negotiate mergers in the U.S.?
What are the effects of these acquisitions on competition, money
and capital markets;  relative technological position; balance of
payments and economic policy in the U.S.?

To begin to answer these questions, Khoury researched foreign
investment in the U.S. from 1790 to 1979.  His historical review
includes foreign firms' industry preferences, choice of location
in the U.S., and methods for penetrating the U.S. market.  He
notes the importance of foreign investment to growth in the U.S.,
particularly until the early 20th century, and that prior to the
1970s, foreign investment had grown steadily throughout U.S.
history, with lapses during and after the world wars.

Khoury found that rates of return to foreign companies were not
excessive.  He determined that the effect on the U.S. economy was
generally positive and concluded that restricting the inflow of
direct and indirect foreign investment would hinder U.S. economic
growth both in the short term and long term.  Further, he found no
compelling reason to restrict the activities of multinational
corporations in the U.S. from a policy perspective.  Khoury's
research broke new ground and provided input for economic policy
at just the right time.

Sarkis J. Khoury holds a Ph.D. in International Finance from
Wharton.  He teaches finance and international finance at the
University of California, Riverside, and serves as the Executive
Director of International Programs at the Anderson Graduate School
of Business.


                            *********

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,
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is compiled on the Friday prior to publication.  Prices reported
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information, not make markets in publicly traded securities.
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then-ending.

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                            *********

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
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are $25 each.  For subscription information, contact Peter A.
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                   *** End of Transmission ***