TCR_Public/161111.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 11, 2016, Vol. 20, No. 315

                            Headlines

32 COLD LLC: Case Summary & 20 Largest Unsecured Creditors
4402 MAMMOTH INVESTORS: Case Status Hearing on Dec. 8
4402 MAMMOTH: Hires Melkonian as Special Litigation Counsel
925 N DAMEN: Rick Levin Will Auction Chicago Property on Jan. 2
ALESSI FAMILY: Case Summary & 6 Unsecured Creditors

ALL PHASE STEEL WORKS: Can Use Cash Collateral Until Nov. 30
AMERICAN EAGLE: Liquidating Trust Agreement Filed to Court
ARM VENTURES: Seeks to Employ Mark Roher as Counsel
ATLANTIC CITY, NJ: State Officials Approve Takeover
B&F LANDSCAPE: Seeks Authority to Use TD Bank Cash Collateral

BASIC ENERGY: Hires AP Services as Crisis Managers
BASIC ENERGY: Hires KPMG as Auditor and Tax Consultant
BASIC ENERGY: Hires Richards Layton as Co-counsel
BASIC ENERGY: Seeks Approval of Key Employee Retention Program
BELK INC: Bank Debt Trades at 10% Off

BLANKENSHIP FARMS: Seeks to Hire Adam Vandiver as Appraiser
BMC SOFTWARE: Bank Debt Trades at 2% Off
BONANZA CREEK: Credit Agreement Borrowing Base Reduced to $150M
C&J ENERGY: DE Shaw & Nantahala Seek Equity Committee Appt.
CAL DIVE: Seeks to Distribute Uncle John-Related Lien Reserves

CBC AMMO: S&P Affirms 'BB-' Corp. Credit Ratings, Outlook Stable
CDK GLOBAL: Moody's Cuts Senior Unsecured Debt Ratings to Ba1
CHANNEL TECHNOLOGIES: Employs Pachulski Stang as General Counsel
CHANNEL TECHNOLOGIES: Taps Prime Clerk as Noticing and Claims Agent
CHICAGO EDUCATION BOARD: S&P Lowers LT Rating on GO Debt to 'B'

CHINACAST EDUCATION: Case Summary & 20 Largest Unsecured Creditors
CHINACAST EDUCATION: Files for Chapter 11 Bankruptcy Protection
COBALT INTERNATIONAL: Incurs $218-Mil. Net Loss in 3rd Quarter
CONDUENT INC: S&P Assigns 'BB' Corp. Credit Rating, Outlook Neg.
CONSTELLATION ENTERPRISES: Seeks Case Dismissal

COSI INC: Panel Hires Deloitte FAS as Financial Advisor
CRAIG WALKER: Examiner Selling Pastel Road for $319,000
DAILY HAVEN: Seeks to Employ Charles Deter as Accountant
DAWSON INTERNATIONAL: Hires QAS as Pension Plan Consultants
DELIVERY AGENT: Committee Hires Carl Marks as Financial Advisor

DELIVERY AGENT: Committee Hires Pepper Hamilton as Counsel
DELIVERY AGENT: Hires BDO USA as Accountant
DIRECTBUY HOLDINGS: Has Interim Approval to Use Cash Collateral
DOOR TO DOOR: Wants $1-Mil. DIP Loan from Bennet Dorrance Trust
EASTMAN KODAK: Moody's Affirms B3 Corporate Family Rating

ECLIPSE RESOURCES: Incurs $26.8 Million Net Loss in Third Quarter
EMES PROPERTIES: Seeks to Employ Linda Leali as Attorney
ERICKSON INC: S&P Lowers Rating to 'D' on Chapter 11 Filing
ESCALERA RESOURCES: Committee Seeks Ch. 11 Trustee Appointment
ESPLANADE HL: Has Until Nov. 27 to Use First Midwest Cash

EVANS & SUTHERLAND: Posts $561,000 Net Income for Third Quarter
EVOSHIELD LLC: Selling All Assets to Wilson for $7.9M
EVOSHIELD LLC: Selling All Assets to Wilson for $7.9M
EXIDE TECHNOLOGIES: Insurers Sue to Avoid Liability
FIRST DATA: Reports Third Quarter Net Income of $132 Million

FOGGIA REAL ESTATE: Seeks to Employ James P. Ehrhard as Counsel
FRESH FOODSERVICE: Taps Vincent Commisa as Counsel
GAWKER MEDIA: Former Editor Court Go It Alone in Hulk Hogan Suit
GCC-SHARONRIDGE: Hires Hamilton Stephens as Counsel
GIGA-TRONICS INC: Receives Noncompliance Notice from NASDAQ

GOLFSMITH INT'L: Court Approves Asset Sale to Dick's Sporting
GOLFSMITH INT'L: CPO Hires Shaw Fishman as Counsel
GRAL HOLDINGS: Hires CliftonLarsonAllen to Prepare Tax Returns
GREENVILLE REALTY: Can Use Wells Fargo Cash on Interim Basis
GTT COMMUNICATIONS: Moody's Puts B2 CFR Under Review For Downgrade

GTT COMMUNICATIONS: S&P Puts 'B+' CCR on CreditWatch Negative
HAMILTON SUNDSTRAND: Bank Debt Trades at 8% Off
HANCOCK FABRICS: Court Approves Pension Plan Termination Deal
HARMAC CORP: Seeks to Employ Trenk DiPasquale as Attorney
HARMAC CORP: Seeks to Employ VRI Homes as Realtors

HEXION INC: S. Feinstein Appointed to Parent's Board of Managers
HME HOLDINGS: Hires Natalia Alexa Colon Diaz as Special Counsel
HOSTESS HOLDCO: Moody's Hikes Corporate Family Rating to B1
HOUSTON BLUEBONNET: Seeks to Hire H. Miles Cohn as Counsel
IMPLANT SCIENCES: Equity Committee Objects to Assets Sale Bid

INLAND ENVIRONMENTAL: Committee Retains Fisher & Assoc. as Counsel
INNOVATIVE XCESSORIES: Moody's Assigns B2 Corporate Family Rating
INT'L SHIPHOLDING: Seeks Approval of RSA with Seacor Capital
IRELAND NEEDLECRAFT: Seeks $30,000 Line of Credit from CSG
JEFF BENFIELD: Allowed to Use Cash Collateral Until Dec. 13

JEVIC HOLDING: Solicitor General Wants 3rd Cir. Ruling Reversed
JO-JO HOLDINGS: Voluntary Chapter 11 Case Summary
KAISER GYPSUM: Hires Cook Firm as Special Insurance Counsel
KAISER GYPSUM: Hires K&L Gates as Special Insurance Counsel
LANGERMANN'S OF BALTIMORE: May Use Rewards Network Cash

LIGHTSTREAM RESOURCES: December 7 Claims Bar Date Set
LINN ENERGY: Enters into Amended Restructuring Support Agreement
LP CLEANERS: Seeks to Hire Edmiston Foster as Counsel
MACBETH DESIGNS: Has Interim Approval to Use Cash Collateral
MADISON MAIDENS: Voluntary Chapter 11 Case Summary

MANITOWOC CO: S&P Lowers Rating to 'B'; Outlook Negative
MARK STEVENS: Disclosures OK'd; Plan Confirmation Hearing on Dec. 7
MEG ENERGY: Bank Debt Trades at 6% Off
MERUELO MADDUX: 9th Circ. Affirms Summary Judgment vs. 1248
MGM RESORTS: Posts $535.6 Million Net Income for Third Quarter

MIDCONTINENT COMMUNICATIONS: Moody's Rates $285MM Loan B 'Ba1'
MOMENTIVE PERFORMANCE: Noteholders Challenge Interest Rate
MOUNTAIN DIVIDE: Creditors' Panel Hires Worden Thane as Attorney
MOUNTAIN DIVIDE: Seeks to Hire Jeffery Hunnes as Attorney
MRI INTERVENTIONS: Incurs $2.56 Million Net Loss in Third Quarter

NASTY GAL: Case Summary & 20 Largest Unsecured Creditors
NEIMAN MARCUS: Bank Debt Trades at 9% Off
NORANDA ALUMINUM: Gets Court's OK on $7,500 Settlement with USW
NORTH FORK COMPOSITES: May Use Cash Collateral Until Jan. 4
OCWEN FINANCIAL: S&P Assigns 'B' Rating on New 2nd Lien Notes

P3 FOODS: Can Use Element Financial Cash Collateral Until Dec. 2
PARALLEL ENERGY: Chapter 11 Proceeding Dismissed
PEABODY ENERGY: Bank Debt Trades at 12% Off
PICO HOLDINGS: Reports Q3 Earnings While Hart Resigns From Board
PNCH ASSOCIATES: Sale of Cherry Hill Property for $1.6M Denied

POTOMAC SUPPLY: 4th Circ. Affirms $500K Award to CBE
PRELUDE INVESTMENT: Court Denies Access to Cash Collateral
PREMIER EXHIBITIONS: Plan Filing Deadline Moved to Jan. 10
Q AND Q REALTY: Wants to Use Stablilis Fund Cash Collateral
QUANTUM MATERIALS: Files Transcript of Interview with CEO

RMS TITANIC: Equity Panel Hires Teneo as Financial Advisor
ROADHOUSE HOLDING: Wins Confirmation of Bankruptcy Exit Plan
RWL INVESTMENTS: First State Bank Renews Objection to Cash Use
SAEXPLORATION HOLDINGS: Incurs $17.4 Million Net Loss in Q3
SAMSON RESOURCES: Reaches Stipulation w/DOI on Leases

SEMAR VENTURES: Voluntary Chapter 11 Case Summary
SFX ENTERTAINMENT: Delaware Judge Confirms Exit Plan
SHORT ENTERPRISES: Wants Court Authorization to Use Cash
SPALDING & SON: Hires Stuntzner Engineering as Land Consultant
SPECTRUM HEALTHCARE: Court Enters Third Interim Cash Order

STERIGENICS-NORDION: Moody's Assigns B3 Corporate Family Rating
STONERIDGE PARKWAY: Hires Insight as Real Estate Agent
SUNEDISON INC: Committee Seeks Standing to Sue TerraForm Entities
TAR HEEL OIL II: Trustee's Supply Pact With Cary Has Interim Nod
TOSHIBA SAMSUNG STORAGE: Delaware Judge Permits Discovery

TRICORBRAUN HOLDINGS: S&P Assigns 'B' CCR; Outlook Negative
TUGG TRUCKING: Seeks to Employ Holly Roark as Attorney
UCI INT'L: Seeks Approval of Settlement Agreement with Rank
VANGUARD NATURAL: Lowers Credit Facility Borrowing Base to $1.1B
VOICEPULSE INC: Selling Tangible and Intangible Assets for $300K

WEATHERFORD INT'L: Moody's Cuts Corp. Family Rating to B3
WEST BELL: RLS Capital Objects to Cash Collateral Use
WESTERN AUTO: Authorized to Use Cash Collateral on Interim Basis
[*] InfraREIT Appoints Stacey Dore as Senior VP, General Counsel
[*] Labaton Sucharow Grows Practices in New York and Delaware

[^] BOOK REVIEW: Competitive Strategy for Health Care Organizations

                            *********

32 COLD LLC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 32 Cold, LLC
           fdba 32 Cold Services & Solutions
        6700 S Alameda Street
        Huntington Park, CA 90255

Case No.: 16-24890

Chapter 11 Petition Date: November 9, 2016

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Hon. Ernest M. Robles

Debtor's Counsel: Sheila Esmaili, Esq.
                  BERELIANI LAW FIRM, PC
                  1875 Century Park East
                  Suite No. 1340
                  Los Angeles, CA 90067
                  Tel: 310-734-8209
                  Fax: 310-751-7579
                  E-mail: se.law.esq@gmail.com
                          berelianilaw@gmail.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ashlee Smith, CFO.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb16-24890.pdf


4402 MAMMOTH INVESTORS: Case Status Hearing on Dec. 8
-----------------------------------------------------
A Chapter 11 Status and Case Management Conference hearing is
scheduled to be held on Dec. 8, 2016, at 10:00 a.m. in the
bankruptcy case of 4402 Mammoth Investors, LLC.

The hearing will be held at Crtrm 1375, 255 E Temple St., Los
Angeles, CA 90012.  The case judge is the Hon. Julia W. Brand.

4402 Mammoth Investors, LLC, filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 16-22700) on Sept. 26, 2016, and is represented
by David I Brownstein, Esq., at Law Office of David I. Brownstein,
in Irvine, California.  The Debtor has tapped Keller Williams
Realty, Studio City as broker.  

The Debtor is an LLC which holds a single asset, a residential
single family residence in the Brentwood section of Los Angeles --
120 Stonehaven Way, Los Angeles, CA.  At the time of filing, the
Debtor had estimated assets and liabilities ranging from $1 million
to $10 million.  The petition was signed by Arthur Aslanian,
managing member.  A schedule of the Debtor's unsecured creditors is
available for free at:

           http://bankrupt.com/misc/cacb16-22700.pdf


4402 MAMMOTH: Hires Melkonian as Special Litigation Counsel
-----------------------------------------------------------
4402 Mammoth Investors, LLC seeks authorization from the U.S.
Bankruptcy Court for the Central District of California to employ
Geoffrey G. Melkonian as special litigation counsel.

The Debtor holds a single asset, a residential single family
residence in the Brentwood section of Los Angeles. 120 Stonehaven
Way, Los Angeles, CA (the "Property").

The Debtor purchased the Property for $2 million and obtained
financing of $1.5 million from the lender who held a note on the
Property from the prior owner.

The Debtor purchased the Property in 2015 with the intention of
fixing up the property and reselling it for a profit. Once the
Debtor obtained ownership, the Debtor was forced to deal with prior
tenants related to the prior owner who have refused to move from
the Property. The Debtor commenced an unlawful detainer action in
the Los Angeles Superior Court, in January 2016, but has so far
been unable to remove the holdover tenants.

While the Debtor was dealing with the holdover tenants and unable
to collect rent from the Property, the Debtor was sued in a quiet
title action brought by the prior owners of the Property, who are
believed to be related to the holdover tenants.

While the quiet title action was pending, and the Debtor was not
collecting rent, the Debtor was unable to make payments to the deed
of trust holder on the Property. The deed of trust holder commenced
a foreclosure with a notice of default and notice of sale.

When the Debtor made clear its intent to litigate those issues, the
deed of trust holder allegedly sold the note and deed of trust to a
new entity, who immediately pledged the note and deed of trust as
collateral to a third party lender. The new entity holder of the
Deed of Trust, Stonehaven LLC, is believed to have some
relationship with the prior owners bringing the quiet title action,
as well as with the holdover tenants.

The Debtor anticipates bringing litigation actions against its
former lender and possibly the current holder of the note and deed
of trust for its damages.

The Debtor proposes to employ Geoffrey Melkonian d/b/a Law Office
of Geoffrey Melkonian as its counsel for the pending Unlawful
Detainer action and related matters with respect to the Debtor's
Property.

The current hourly billing rate of Melkonian is $300 per hour.

Melkonian will not be paid a retainer by this Debtor, and will
provide monthly billing statements to the Debtor and to Arthur
Aslanian (managing member). The Debtor will identify these payments
on its Monthly Operating Reports as "disbursements" provided for
the benefit of the Debtor.

Geoffrey Melkonian d/b/a Law Office of Geoffrey Melkonian, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

Geoffrey Melkonian may be reached at:

      Geoffrey Melkonian, Esq.
      Law Office of Geoffrey Melkonian
      15260 Ventura Blvd., Suite 1740
      
      Los Angeles, CA 91403
     
      Tel: (818)784-6084
      
      Fax: (818)784-6084

4402 Mammoth Investors, LLC, filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 16-22700) on September 26, 2016, and is
represented by David I Brownstein, Esq., at Law Office of David I.
Brownstein, in Irvine, California.  At the time of filing, the
Debtor had estimated assets and liabilities ranging from $1
million
to $10 million.  The petition was signed by Arthur Aslanian,
managing member.  A copy of the Debtor's list of two unsecured
creditors is available for free at:

           http://bankrupt.com/misc/cacb16-22700.pdf


925 N DAMEN: Rick Levin Will Auction Chicago Property on Jan. 2
---------------------------------------------------------------
Judge Donald R. Cassling of the U.S. Bankruptcy Court for the
Northern District of Illinois will convene a hearing on Nov. 29,
2016 at 9:30 a.m. to consider 925 N. Damen, LLC's proposed
procedures in connection with the sale of interests in real and
personal property located at 925 N. Damen Avenue, Chicago, Illinois
at an auction to be conducted by Rick Levin and Associates, Inc. on
Jan. 2, 2017.

The Debtor is the sole owner of beneficial interests in the Chicago
Title Land Trust number 8002371267 under trust agreement dated May
9, 2016, which is the titleholder to the real estate and
improvements at the property (Pin:17-06-421-013-0000).  The
property is a three story, multi-family, residential use property
with both commercial and residential uses of approximately 6,641
square feet.  Presently, there are no lessees of the property.

The Debtor asserts that it is in the best interests of all
constituents that the property be sold in an auction sale.  In
order to facilitate the competitive bid solicitation process
contemplated, the Debtor is seeking to engage and retain the Broker
as its exclusive real estate broker to assist the Debtor in
formulating and implementing a comprehensive marketing, auction and
sale process for the property.

The Broker will coordinate a comprehensive marketing program,
following which it will conduct a competitive bid auction for the
property.  In order to become the "Winning Bidder" with respect to
either of the property, a Bidder must: (a) be declared the highest
and/or best bid at the conclusion of the auction, and (ii) such bid
must be accepted by the Debtor.  Subject to the approval of the
Court, the Debtor and the Broker intend to conduct the auction.
The auction will be governed by the Sale Procedures.  The proposed
auction date is Jan. 2, 2017.

The salient terms of the Sales Procedures are:

          a. Qualifying Bids: Any Potential Bidder that wishes to
participate in the bidding process must become a "Qualifying
Bidder."  To be deemed a "Qualifying Bidder," a bid must be
received from a Qualifying Bidder by a date no later than the Bid
Deadline that: (i) states that such Qualifying Bidder offers to
purchase all or substantially all of the Property upon the terms
and conditions substantially as set forth in the Purchase
Agreement; (ii) is accompanied by a clean and duly executed
"Modified Purchase Agreement"; (iii) identifies with particularity
each and every executory contract and unexpired lease, the
assumption and, as applicable, assignment of which is a condition
to closing; (iv) does not request or entitle such Qualifying Bidder
to any break-up fee, expense reimbursement, or similar type of
payment; and (v) provides a purchase deposit equal to 10% of the
purchase price contained in the Modified Purchase Agreement.

          b. Bid Deadline: 2 business days before the auction.

          c. No Qualifying Bids: If no timely, conforming
Qualifying Bids are submitted by the Bid Deadline, the Debtor will
not hold the auction and will proceed to a closing of the sale
transaction contemplated by the Stalking Horse Agreement.

          d. Auction: Jan. 2, 2017

          e. Bid Increments: $25,000 higher than the preceding
bid.

          f. The Bank may make one or more credit bids pursuant to
section 363(k) of the Bankruptcy Code.

          g. The auction will continue until there is only one
offer that the Debtor determines subject to Court approval, is the
highest or best from among the Qualifying Bids submitted at the
auction.

          h. Within 1 day after adjournment of the auction, the
Winning Bidder will complete and execute all agreements, contracts,
instruments and other documents evidencing and containing the terms
and conditions upon which the Winning Bid was made.

          i. Sale Hearing: Feb. 7, 2017

          j. Return of Deposits: All deposits will be returned to
each Qualifying Bidder not selected by the Debtor as the Winning
Bidder no later than 5 business days following the conclusion of
the Sale Hearing.

A copy of the Bidding Procedures attached to the Motion is
available for free at:

          http://bankrupt.com/misc/925_N_Damen_8_Sales.pdf

The Debtor asserts that it is in the best interests of all
constituents that the property be marketed for sale as promptly as
possible as provided in the Motion. The conduct of the proposed
auction will result in a final and definitive resolution of the
claims of the Bank involving the property.  Accordingly, the Debtor
asks that the Court approve the sale of the property to the highest
and/or best bidders as may appear at the auction.

Counsel for the Debtor:

          Ariel Weissberg, Esq.
          Rakesh Khanna, Esq.
          Devvrat Sinha, Esq.
          WEISSBERG & ASSOCIATES, LTD.
          401 S. LaSalle St., Suite 403
          Chicago, IL 60605
          Telephone: (312) 663-0004
          Facsimile: (312) 663-1514
          E-mail: ariel@weissberglaw.com

sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 16-35387)
on Nov. 4, 2016.


ALESSI FAMILY: Case Summary & 6 Unsecured Creditors
---------------------------------------------------
Debtor: The Alessi Family Limited Partnership
        407 Bonnie Brae Way
        Hollywood, FL 33021

Case No.: 16-25093

Chapter 11 Petition Date: November 9, 2016

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Hon. John K Olson

Debtor's Counsel: Brian S Behar, Esq.
                  BEHAR, GUTT & GLAZER, P.A.
                  1855 Griffin Road, Suite A-350
                  Ft. Lauderdale, FL 33004
                  Tel: (305) 931-3771
                  E-mail: bsb@bgglaw.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Daniel A. Alessi, general partner.

A copy of the Debtor's list of six unsecured creditors is available
for free at http://bankrupt.com/misc/flsb16-25093.pdf


ALL PHASE STEEL WORKS: Can Use Cash Collateral Until Nov. 30
------------------------------------------------------------
Judge Julie A. Manning on Nov. 4, 2015, entered a 10th preliminary
cash collateral order, authorizing All Phase Steel Works, LLC, to
use cash collateral on an interim basis, until Nov. 30, 2016.

Any objection to the continued use of cash collateral must be filed
and served no later than Nov. 22, 2016 at 4:00 p.m.

A further hearing on continued use of cash collateral will be held
on Nov. 29, 2016 at 12:00 p.m. at the U. S. Bankruptcy Court,
Lafayette Boulevard, Room 326, Bridgeport, Connecticut.

The Debtor's secured creditors are:

   (1) The Internal Revenue Service, which filed liens prepetition
on the Debtor's assets for withholding taxes and other federal
taxes owed.  The IRS contends that it is owed $895,000.

   (2) CapCall LLC, which provided the Debtor with a credit
facility secured by liens and/or security interests in
substantially all of the Debtor's assets.  CapCall LLC contends
that it is owed $294,067 as of the Petition Date.

   (3) Superior Capital, which provided the Debtor with a credit
facility secured by liens and/or security security interests in
substantially all of the Debtor's assets.  Superior Capital
contends that it is owed $69,147.75 as of the Petition Date.

   (4) Corporate Service Co., as representative, which filed of
record another lien.  It cannot be determined who the agent is
acting on behalf of.

   (5) Metal Perreault Inc., which contends that it is secured in
the amount of $223,000 as to certain specific account receivables.

   (6) Allegheny Casualty Company, which issues surety bonds to
the
Debtor in regard to 11 of its projects.

The Internal Revenue Service and CapCall, LLC are granted
postpetition claims against the Debtor's estate.  The IRS and
CapCall LLC are also an enforceable and perfected replacement lien
and/or security interest (the "Replacement Lien") in the
postpetition assets of the Debtor's estate.  Allegheny Casualty Co.
will also receive adequate protection for its interest in
undisbursed contract funds from the Bonded Projects.

A copy of the 10th Interim Order is available at:

  http://bankrupt.com/misc/ctb16-50257_274_Cash_Ord_All_Phase.pdf

                    About All Phase Steel Works

All Phase Steel Works, LLC, filed a chapter 11 petition (Bankr. D.
Conn. Case No. 16-50257) on Feb. 23, 2016.  The petition was
signed
by Paul J. Pinto, member/manager.  The Debtor is represented by
James M. Nugent, Esq., at Harlow, Adams & Friedman, P.C.  The case
is assigned to Judge Julie A. Manning.  The Debtor disclosed total
assets at $2.65 million and total liabilities at $4.08 million at
the time of the filing.



AMERICAN EAGLE: Liquidating Trust Agreement Filed to Court
----------------------------------------------------------
BankruptcyData.com reported that American Eagle Energy filed with
the U.S. Bankruptcy Court a liquidating trust agreement.  According
to documents filed with the Court, "The primary purposes of the
Liquidating Trust are to (a) administer, hold, and liquidate the
Liquidating Trust Assets for the benefit of holders of Beneficial
Interests in the Liquidating Trust and (b) administer, hold, and
liquidate the Segregated Causes of Action. Pursuant to the Plan and
the Confirmation Order, on the Effective Date, the Liquidating
Trust Assets shall be unconditionally and irrevocably transferred,
assigned and delivered by the Debtors to the Liquidation Trust, in
trust, to be administered for the benefit of Holders of Litigation
Beneficial Trust Interests on account of such Holders Allowed
General Unsecured Claims… Pursuant to the Plan and the
Confirmation Order, on the Effective Date, the Segregated Causes of
Action shall be unconditionally and irrevocably transferred,
assigned and delivered by the Debtors to the Liquidating Trust, in
trust, to be administered for the benefit of Holders of Senior
Secured Notes Claims….  Holders of Allowed General Unsecured
Claims shall be the beneficiaries of the Liquidation Trust.
Holders of Allowed General Unsecured Claims shall each receive a
Pro Rata Share of Beneficial Interests in the Liquidating Trust.
Holders of Beneficial Interests in the Liquidating Trust (the
'Liquidating Trust Beneficiaries') shall each receive their Pro
Rata Share of Available Trust Cash."

           About American Eagle Energy Corp.

Littleton, Colorado-based American Eagle Energy Corporation is
engaged in the acquisition, exploration and development of oil and
gas properties.  The Company is primarily focused on extracting
proved oil reserves from those properties.

American Eagle Energy Corporation and its wholly-owned subsidiary,
AMZG, Inc., filed on May 8, 2015, voluntary petitions (Bankr. D.
Colo., Case No. 15-15073).  The case is assigned to Judge Howard R.
Tallman.  The Debtors are represented by Elizabeth A. Green, Esq.,
at Baker & Hostetler LLP, in Orlando, Florida.

On May 13, 2015, Judge Tallman granted the Debtors' request for
joint administration.

American Eagle Energy disclosed total assets of $21,980,687 and
total liabilities of $193,604,113 as of the Chapter 11 filing.

The U.S. Trustee for Region 6 appointed seven creditors to serve on
the Official Committee of Unsecured Creditor.  The Committee tapped
Pachulski Stang Ziehl & Jones LLP as counsel, and Conway Mackenzie
as financial advisor.

Counsel for the Ad Hoc Noteholder Group:

     Paul N. Silverstein, Esq.
     ANDREWS KURTH KENYON LLP
     450 Lexington Avenue
     New York, New York 10017
     Telephone: (212) 850-2800
     Facsimile: (212) 850-2929

          - and -

     Timothy A. ("Tad") Davidson II, Esq.
     ANDREWS KURTH KENYON LLP
     600 Travis Street, Suite 4200
     Houston, TX 77002
     Telephone: (713) 220-4200
     Facsimile (713) 220-4285


ARM VENTURES: Seeks to Employ Mark Roher as Counsel
---------------------------------------------------
Arm Ventures, LLC, seeks authorization from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Mark S. Rober,
Esq., of the law firm of Mark S. Roher, P.A., a/k/a The Law Office
of Mark S. Roher, P.A., as counsel, nunc pro tunc to October 4,
2016.

The Debtor requires Mark Roher to:

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

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

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

     (d) protect the interest of the Debtor in all matters pending
before the court; and,

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

Michael Rosenbaum, the Debtor's authorized manager, allowed Mark
Roher to charge his firm's credit card $10,000.00 towards the
$20,000.00 retainer.

Mark Roher, Esq., the attorney at law of the Firm, assured the
Court that the Firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Mark Roher can be reached at:

         Mark Roher, Esq.
         THE LAW OFFICE OF MARK S. ROHER, P.A.
         5701 N. Pine Island Rd., Suite 301
         Fort Lauderdale, FL 33321
         Tel.: (954) 353-2200
         Fax: (954) 724-5047
         Email: mroher@markroherlaw.com

              About Arm Ventures

Arm Ventures, LLC filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No.: 16-23633) on October 4, 2016, and is represented by Mark
S. Roher, Esq., in Fort Lauderdale, Florida.

At the time of filing, the Debtor had $0 to $50,000 in estimated
assets and $1 million to $10 million in estimated liabilities.

The petition was signed by Michael Rosenbaum, authorized manager.

The Debtor listed Ocean Bank as its largest unsecured creditor
holding a claim of $250,000.

A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/flsb16-23633.pdf


ATLANTIC CITY, NJ: State Officials Approve Takeover
---------------------------------------------------
Bill Wichert, writing for Bankruptcy Law360, reported that
officials of the state of New Jersey on Nov. 9, 2016, signed off on
a state takeover of Atlantic City, stripping the struggling resort
town of major decision-making powers after a state agency rejected
the city's financial recovery plan.  The Local Finance Board within
the state Department of Community Affairs voted to transfer powers
of the city's governing body that may be substantially related to
the city's fiscal condition or financial rehabilitation and
recovery to Timothy Cunningham, director of the Division of Local
Government Services, or his designee.

An earlier report by Law360's Wichert says DCA Commissioner Charles
Richman on Nov. 7 held that supplemental materials provided by
Atlantic city did not convince him that the plan would achieve
financial stability for the municipality.


B&F LANDSCAPE: Seeks Authority to Use TD Bank Cash Collateral
-------------------------------------------------------------
B&F Landscape Factory, Inc. seeks authority from the U.S.
Bankruptcy Court for the District of New Jersey to use cash
collateral.

The Debtor contends that it does not have sufficient unencumbered
cash or other assets, and requires immediate authority to use cash
collateral in order to continue its business operations without
interruption, towards the objective of formulating an effective
plan of reorganization.

The Debtor's proposed three-month Budget for the period November 1,
2016 through January 30, 2017 projects total operating expenses of
approximately $220,036.

The Debtor is indebted to TD Bank, N.A. in the principal amount of
approximately $340,000, as of the Petition Date, which is secured
by the Debtor's assets, including, but not limited to, accounting,
inventory and accounts receivable.

The Debtor proposes to grant the TD Bank a replacement lien on all
of its unencumbered post-petition assets.  The Debtor further
proposes to make monthly adequate protection payments to TD Bank in
the amount of $4,0000.

A full-text copy of Certification in Support of the Debtor's
Motion, dated November 8, 2016, is available at
http://tinyurl.com/nvb6gt7

B&F Landscape Factory, Inc. is represented by:

          E. Richard Dressel, Esq.
          FLASTER/GREENBERG P.C.
          Commerce Center
          1810 Chapel Avenue West
          Cherry Hill, NJ 08002-4609
          Telephone: (856) 661-2280


                About B&F Landscape Factory, Inc.                 

B&F Landscape Factory, Inc. is a New Jersey company in the business
of supplying stone, mulch, soil and hardscaping product.

B&F Landscape Factory, Inc., a small business debtor, filed a
voluntary Chapter 11 petition (Bankr. D.N.J. Case No. 16-31416), on
November 8, 2016.  The Debtor is represented by E. Richard Dressel,
Esq., Flaster/Greenberg P.C.  


BASIC ENERGY: Hires AP Services as Crisis Managers
--------------------------------------------------
Basic Energy Services, Inc., and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ AP Services, LLC as crisis managers for the
Debtors, nunc pro tunc to October 25, 2016.

The Debtors require APS to:

     a. assist in preparing for and filing chapter 11 petitions,
coordinating and providing administrative support for the chapter
11 proceeding and developing the Debtors' plan of reorganization or
other appropriate case resolution, if necessary;

     b. assist with the preparation of the statement of affairs,
schedules and other regular reports required by the Court;

     c. assist in obtaining and presenting information required by
parties in interest in the Debtors' bankruptcy process including
official committees appointed by the Court and the Court itself;

     d. provide assistance in such areas as testimony before the
Court on matters that are within the scope of this engagement and
within APS's area of testimonial competencies;

     e. assist the Debtors and its management in developing a
short-term cash flow forecasting tool and related methodologies and
assist with planning for alternatives as requested by the Debtors;

     f. provide assistance as requested by management in connection
with the Debtors' development of their business plan, and such
other related forecasts as may be required by creditor
constituencies in connection with negotiations or by the Debtors
for other corporate purposes;

     g. assist the "working group" professionals who are
representing the Debtors in the reorganization process or who are
working for the Debtors' various stakeholders to coordinate their
effort and individual work product to be consistent with the
Debtors' overall restructuring goals;

     h. assist in communication and/or negotiation with outside
constituents including the banks and their advisors; and

     i. assist with such other matters as may be requested that
fall within APS' expertise and that are mutually agreeable.

APS professionals who will work on the Debtors' cases and their
hourly rates are:

       David C. Johnston, CRO                   $1,015
       Charles N. Braley, SVP of Restructuring  $830
       M. Brian Huffman, VP of Restructuring    $770     
       Raymond J. Adams, Director               $720
       Jeffrey Ivester, Vice President          $530
       Emilia Kanazireva, Analyst               $315

APS' current standard hourly rates for 2016

       Managing Director            $960–$1,095
       Director                     $720–$880
       Vice President               $530–$635
       Associate                    $365–$500
       Analyst                      $315–$350
       Paraprofessional             $240–$260

APS received unapplied advance payments from the Debtors in the
amount of $400,000. According to APS' books and records, during the
90-day period prior to the Petition Date, the Debtors paid APS
$2,134,015.42 in the aggregate for professional services performed
and expenses incurred, including the Retainer.

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

David C. Johnston, Managing Director of AP Services, 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.

APS may be reached at:

      David C. Johnston
      AP Services, LLC
      909 Third Avenue
      New York, NY 10022
      Tel: 212.490.2500
      Fax: 212.490.1344

                About Basic Energy Services

Forth Worth, Texas-based Basic Energy Services, Inc. (NYSE: BAS)--
http://www.basicenergyservices.com/ --provides well site services
to more than 2,000 land-based oil and natural gas producing
companies throughout the United States.

Basic Energy Services, Inc. and 27 affiliated companies filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
16-12320) on Oct. 25, 2016.

The cases have been assigned to Judge Kevin J. Carey. The Debtors
have filed a fully consensual Joint Prepackaged Chapter 11 Plan and
Disclosure Statement and began soliciting votes to accept or reject
such Prepackaged Plan and Disclosure Statement before the Petition
Date. The Debtors are seeking Court approval of the Disclosure
Statement and Prepackaged Plan on Dec. 7, 2016.

The Debtors have hired Richards, Layton & Finger, P.A. as Delaware
counsel; Weil Gotshal, as bankruptcy co-counsel; AP Services, LLC,
as crisis managers and to provide the Debtors with a Chief
Restructuring Officer and certain other officers and personnel;
Moelis and Company, as investment banker; Andrews Kurth Kenyon LLP,
as corporate counsel; and Epiq Bankruptcy Solutions, LLC, as
administrative advisor.

Counsel to the Prepetition Term Loan Lenders and certain of the DIP
Lenders in the Chapter 11 cases of Basic Energy Services, Inc., et
al. are Davis Polk & Wardwell LLP's Marshall S. Huebner, Esq., and
Darren S. Klein, Esq.; and Jeremy W. Ryan, Esq., at Potter Anderson
& Corroon LLP.

Counsel to U.S. Bank National Association, as Prepetition Term Loan
Agent and acting as administrative agent and collateral agent, are
Theodore Sica, Esq., and Nicholas B. Vislocky, Esq., at Lowenstein
Sandler LLP. A consortium of lenders led by U.S. Bank is extending
a superpriority secured multiple delayed-draw term loan facility to
the Debtors in an aggregate principal amount of $90 million.

Counsel to Bank of America, N.A., in its capacity as the
Prepetition ABL Agent are James A. Markus, Esq., and Paul E. Heath,
Esq., at Vinson & Elkins LLP; and Morris, Nichols, Arsht & Tunnell
LLP's Robert J. Dehney, Esq. and Eric D. Schwartz, Esq.

An ad hoc group of holders that own or manage with the authority to
act on behalf of the beneficial owners of the Company's 2019 Senior
Notes and the 2022 Senior Notes, consists of:  
  
     -- Ascribe Capital LLC,      
     -- Brigade Capital Management, L.P. and      
     -- Silver Point Capital, L.P., and      
     -- other entities that may join such ad hoc group from
time to time.

Counsel to the Ad Hoc Group are Fried, Frank, Harris, Shriver &
Jacobson LLP's Brad Eric Scheler, Esq., and Peter Siroka, Esq.; and
Michael D. DeBaecke, Esq., at Blank Rome LLP.


BASIC ENERGY: Hires KPMG as Auditor and Tax Consultant
------------------------------------------------------
Basic Energy Services, Inc., and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ KPMG LLP as auditor and tax consultant for the
Debtors, nunc pro tunc to October 25, 2016.

The Debtors require KPMG to render these services:

   -- Integrated Audit Services

      a. Audit consolidated balance sheets of the Debtors as of
December 31, 2016 and 2015;
     
      b. Audit of the related consolidated statements of
operations, stockholders' equity and comprehensive income, and cash
flows for each of the years in the three- year period ended
December 31, 2016 and the related notes to the financial
statements;

      c. Audit of internal control over financial reporting as of
December 31, 2016;

      d. Quarterly review procedures for the periods ending March
31, June 30, and September 30, 2016;

      e. Issuance of debt compliance reports, if applicable;

      f. Analysis of accounting issues and advice to the Debtors'
management regarding the proper accounting treatment of events;
and

      g. Procedures in connection with emergence from bankruptcy,
including but not limited to, debt-restructuring, accounting
considerations during and on emergence from bankruptcy, fresh-start
accounting, valuation of assets and liabilities on emergence from
bankruptcy, income tax matters arising as a result of bankruptcy or
other debt restructuring activities as a result of bankruptcy.

   -- Tax Restructuring Consulting Services

      a. Analysis of any Section 382 issues, including a
sensitivity analysis to reflect the Section 382 impact of the
proposed and/or hypothetical equity transactions;

      b. Analysis of "net unrealized built-in gains and losses" and
Notice 2003-65 as applied to the ownership change, if any,
resulting from or in connection with the Proposed Restructuring;

      c. Analysis of Debtors' tax attributes including net
operating losses, tax basis in assets, and tax basis in stock of
subsidiaries;

      d. Analysis of cancellation of debt ("COD") income, including
the application of Section 108 and consolidated tax return
regulations relating to the restructuring of non-intercompany debt
and the completed capitalization/settlement of intercompany debt;

      e. Analysis of the application of the attribute reduction
rules under Section 108(b) and Treasury Regulation Section
1.1502-28, including a benefit analysis of Section 108(b)(5) and
1017(b)(3)(D) elections;

      f. Analysis of the tax implications of any internal
reorganizations and proposal of restructuring alternatives;

      g. Cash tax modeling;

      h. Analysis of the tax implications of any dispositions of
assets and/or subsidiary stock pursuant to the Proposed
Restructuring;

      i. Analysis of potential bad debt and retirement tax losses;

      j. Analysis of any proof of claims from tax authorities; and

      k. Analysis of the tax treatment of bankruptcy related
costs.

KPMG and the Debtors have agreed to a fixed fee of $1,185,000 for
services relating to the Integrated Audit and the Quarterly Review
Services. Approximately $432,000.00 of the fixed fee was paid
prepetition. The remaining amount of the fixed fee will be billed
in five monthly installments of $150,600.00.

The Debtors have agreed to compensate KPMG for professional
services rendered regarding the Tax Engagement Letter at its normal
and customary hourly rate:

       Partners/Managing Directors           $720
       Senior Managers                       $580
       Managers                              $500
       Senior Associates                     $380
       Associates                            $325

The hourly rates for any Out-of-Scope Services rendered by KPMG for
services are:

       Partners/Directors          $575–$700
       Senior Managers/Managers    $400–$650
       Senior Associates           $350–$400
       Associates                  $225–$250

KPMG received two retainers in the total amount of $110,000.00
before the Petition Date, which were applied to outstanding
services incurred before the Petition Date.

According to KPMG's books and records, during the 90-day period
before the Petition Date, KPMG received $670,064.49, including the
retainer amounts, from the Debtors for professional services
performed and expenses incurred.

As of the Petition Date, approximately $52,185 was outstanding with
respect to professional services rendered and expenses incurred by
KPMG to the Debtors prior to the Petition Date.

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

Rayford B. High, CPA, partner of KPMG 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.

KPMG ca be reached at:

      Rayford B. High, CPA
      KPMG LLC
      2323 Rose Avenue, Suite 1400
      Dallas, TX 75201-2709
      Tel: +1 214 840 2000
      Fax: +1 214 840 2297
      
                About Basic Energy Services

Forth Worth, Texas-based Basic Energy Services, Inc. (NYSE: BAS)--
http://www.basicenergyservices.com/ --provides well site services
to more than 2,000 land-based oil and natural gas producing
companies throughout the United States.

Basic Energy Services, Inc. and 27 affiliated companies filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
16-12320) on Oct. 25, 2016.

The cases have been assigned to Judge Kevin J. Carey. The Debtors
have filed a fully consensual Joint Prepackaged Chapter 11 Plan and
Disclosure Statement and began soliciting votes to accept or reject
such Prepackaged Plan and Disclosure Statement before the Petition
Date.  The Debtors are seeking Court approval of the Disclosure
Statement and Prepackaged Plan on Dec. 7, 2016.

The Debtors have hired Richards, Layton & Finger, P.A. as Delaware
counsel; Weil Gotshal, as bankruptcy co-counsel; AP Services, LLC,
as crisis managers and to provide the Debtors with a Chief
Restructuring Officer and certain other officers and personnel;
Moelis and Company, as investment banker; Andrews Kurth Kenyon LLP,
as corporate counsel; and Epiq Bankruptcy Solutions, LLC, as
administrative advisor.

Counsel to the Prepetition Term Loan Lenders and certain of the DIP
Lenders in the Chapter 11 cases of Basic Energy Services, Inc., et
al. are Davis Polk & Wardwell LLP's Marshall S. Huebner, Esq., and
Darren S. Klein, Esq.; and Jeremy W. Ryan, Esq., at Potter Anderson
& Corroon LLP.

Counsel to U.S. Bank National Association, as Prepetition Term Loan
Agent and acting as administrative agent and collateral agent, are
Theodore Sica, Esq., and Nicholas B. Vislocky, Esq., at Lowenstein
Sandler LLP. A consortium of lenders led by U.S. Bank is extending
a superpriority secured multiple delayed-draw term loan facility to
the Debtors in an aggregate principal amount of $90 million.

Counsel to Bank of America, N.A., in its capacity as the
Prepetition ABL Agent are James A. Markus, Esq., and Paul E. Heath,
Esq., at Vinson & Elkins LLP; and Morris, Nichols, Arsht & Tunnell
LLP's Robert J. Dehney, Esq. and Eric D. Schwartz, Esq.

An ad hoc group of holders that own or manage with the authority to
act on behalf of the beneficial owners of the Company's 2019 Senior
Notes and the 2022 Senior Notes, consists of:  
  
     -- Ascribe Capital LLC,      
     -- Brigade Capital Management, L.P. and      
     -- Silver Point Capital, L.P., and      
     -- other entities that may join such ad hoc group from
time to time.

Counsel to the Ad Hoc Group are Fried, Frank, Harris, Shriver &
Jacobson LLP's Brad Eric Scheler, Esq., and Peter Siroka, Esq.; and
Michael D. DeBaecke, Esq., at Blank Rome LLP.


BASIC ENERGY: Hires Richards Layton as Co-counsel
-------------------------------------------------
Basic Energy Services, Inc., and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Richards, Layton & Finger, P.A. as co-counsel,
nunc pro tunc to October 25, 2016.

The Debtors require RL&F to:

      a. advise the Debtors of their rights, powers and duties as
debtors and debtors in possession under chapter 11 of the
Bankruptcy Code;

       b. take action to protect and preserve the Debtors' estates,
including the prosecution of actions on the Debtors' behalf, the
defense of actions commenced against the Debtors in these chapter
11 cases, the negotiation of disputes in which the Debtors are
involved and the preparation of objections to claims filed against
the Debtors;

       c. assist in preparing on behalf of the Debtors all motions,
applications, answers, orders, reports and other papers in
connection with the administration of the Debtors' estates;

       d. prosecute the Prepackaged Plan on behalf of the Debtors
and/or any chapter 11 plan that may be proposed by the Debtors and
seeking approval of all transactions contemplated therein and in
any amendments thereto; and

       e. perform other necessary or desirable legal services in
connection with these chapter 11 cases.

The RL&F professionals and paraprofessionals who will work on the
Debtors' cases and their hourly rates are:
     
         Daniel J. DeFranceschi       $775
         Michael J. Merchant          $650
         Zachary I. Shapiro           $535
         Brendan J. Schlauch          $360
         David T. Queroli             $295
         Lynzy McGee                  $240

Prior to the Petition Date, RL&F received total payments in the
amount of $373,076.00 (the "Retainer") to serve as a retainer and
to cover fees and expenses actually incurred, as well as
anticipated to be incurred, prior to the commencement of the
chapter 11 cases.

RL&F will also be reimbursed for reasonable out-of-pocket expenses
incurred.

Daniel J. DeFranceschi, Esq., director of the firm of Richards,
Layton & Finger, P.A., assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.

Consistent with the United State Trustees' Appendix B - Guidelines
for Reviewing Applications for Compensation and Reimbursement of
Expenses Filed Under 11 U.S.C. Sec. 330 by Attorneys in Larger
Chapter 11 Cases, which became effective on November 1, 2013, Mr.
DeFranceschi attested that:

        a. RL&F did not agree to any variations from, or
alternatives  to, its standard or customary billing arrangements
for this engagement;

        b. None of RL&F's professionals included in this engagement
have varied their rate based on the geographic location for these
chapter 11 cases;

        c. RL&F has represented the Debtors since August 2016. The
billing rates and material financial terms of RL&F's engagement
have not changed postpetition from the prepetition arrangement;
and

        d. RL&F, in conjunction with the Debtors and Weil Gotshal,
is developing a prospective budget and staffing plan for these
chapter 11 cases.

RL&F may be reached at:

      Daniel J. DeFranceschi, Esq.
      Richards, Layton & Finger, P.A.
      One Rodney Square, 920 North King Street
      Wilmington, DE 19801
      Phone: 302-651-7700
      Fax: 302-651-7701

                About Basic Energy Services

Forth Worth, Texas-based Basic Energy Services, Inc. (NYSE: BAS)--
http://www.basicenergyservices.com/ --provides well site services
to more than 2,000 land-based oil and natural gas producing
companies throughout the United States.

Basic Energy Services, Inc. and 27 affiliated companies filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
16-12320) on Oct. 25, 2016.

The cases have been assigned to Judge Kevin J. Carey. The Debtors
have filed a fully consensual Joint Prepackaged Chapter 11 Plan and
Disclosure Statement and began soliciting votes to accept or reject
such Prepackaged Plan and Disclosure Statement before the Petition
Date. The Debtors are seeking Court approval of the Disclosure
Statement and Prepackaged Plan on Dec. 7, 2016.

The Debtors have hired Richards, Layton & Finger, P.A. as Delaware
counsel; Weil Gotshal, as bankruptcy co-counsel; AP Services, LLC,
as crisis managers and to provide the Debtors with a Chief
Restructuring Officer and certain other officers and personnel;
Moelis and Company, as investment banker; Andrews Kurth Kenyon LLP,
as corporate counsel; and Epiq Bankruptcy Solutions, LLC, as
administrative advisor.

Counsel to the Prepetition Term Loan Lenders and certain of the DIP
Lenders in the Chapter 11 cases of Basic Energy Services, Inc., et
al. are Davis Polk & Wardwell LLP's Marshall S. Huebner, Esq., and
Darren S. Klein, Esq.; and Jeremy W. Ryan, Esq., at Potter Anderson
& Corroon LLP.

Counsel to U.S. Bank National Association, as Prepetition Term Loan
Agent and acting as administrative agent and collateral agent, are
Theodore Sica, Esq., and Nicholas B. Vislocky, Esq., at Lowenstein
Sandler LLP. A consortium of lenders led by U.S. Bank is extending
a superpriority secured multiple delayed-draw term loan facility to
the Debtors in an aggregate principal amount of $90 million.

Counsel to Bank of America, N.A., in its capacity as the
Prepetition ABL Agent are James A. Markus, Esq., and Paul E. Heath,
Esq., at Vinson & Elkins LLP; and Morris, Nichols, Arsht & Tunnell
LLP's Robert J. Dehney, Esq. and Eric D. Schwartz, Esq.

An ad hoc group of holders that own or manage with the authority to
act on behalf of the beneficial owners of the Company's 2019 Senior
Notes and the 2022 Senior Notes, consists of:  
  
     -- Ascribe Capital LLC,      
     -- Brigade Capital Management, L.P. and      
     -- Silver Point Capital, L.P., and      
     -- other entities that may join such ad hoc group from
time to time.

Counsel to the Ad Hoc Group are Fried, Frank, Harris, Shriver &
Jacobson LLP's Brad Eric Scheler, Esq., and Peter Siroka, Esq.; and
Michael D. DeBaecke, Esq., at Blank Rome LLP.


BASIC ENERGY: Seeks Approval of Key Employee Retention Program
--------------------------------------------------------------
BankruptcyData.com reported that Basic Energy Services filed with
the U.S. Bankruptcy Court a motion for entry of an order approving
its key employee retention program (KERP) for certain key
employees.  The motion explains, "For the KERP to achieve an
appropriate offset of the reduced compensation available to
employees under the Prepetition Incentive Programs (as well as the
Compensation Reductions), the Debtors created two subsets of KERP
Participants: (i) 116 employees who would only be eligible for the
Quarterly Bonus Program (the 'Non-LTIP KERP Participants') and (ii)
twenty (21) employees who would be eligible to receive bonuses
under the Annual Bonus Plan, the Quarterly Bonus Program, and the
LTIP (the 'LTIP KERP Participants').  All KERP Participants are
eligible to receive a retention award (the 'Retention Award') under
the KERP payable in four equal installments if the employee remains
with the Debtors during the Retention Period.  The Non-LTIP KERP
Participants' Retention Award is between 20-40% of such employees'
base salaries.  The LTIP KERP Participants' Retention Award is made
up of two components designed to offset a portion of the reduction
in payments under both the Quarterly Bonus Program/Annual Bonus
Plan and the LTIP: (x) one component is 75% of an amount that is
40-75% of such employees' base salaries and (y) the second
component is an amount equal to 50% of an amount that is 75-150% of
such employees' base salaries. The Retention Awards of two-thirds
of the LTIP KERP Participants were further reduced by another 5% to
65%.  Payments under the KERP are divided into four (4) equal
installment payments (the 'KERP Installment Payments').  The total
maximum amount of Retention Awards available under the KERP is
$6,603,985, of which $3,287,617 has been distributed as of the date
hereof (June 2016).  On November 15, 2016, the Debtors are
scheduled to pay out $1,374,553 in Retention Awards to KERP
Participants."  The motion further explains, "The maximum cost of
the KERP is approximately $6.633 million, yielding an average
payout of $48,800 per KERP Participant.  The KERP represents a
reasonable expenditure to preserve and enhance morale and to
minimize uncertainty and the potential loss of employees as a
consequence of the Debtors' restructuring efforts. Moreover, the
scope of the KERP is fair and reasonable.  In identifying KERP
Participants, the Debtors' senior management and human resources
department undertook a careful process to address a particular need
among their non-insider employees."  The Court scheduled a Nov. 18,
2016 hearing to consider the KERP motion, with objections due by
November 10, 2016.

                    About Basic Energy Services

Forth Worth, Texas-based Basic Energy Services, Inc. (NYSE: BAS)
-- http://www.basicenergyservices.com/-- provides well site
services  to more than 2,000 land-based oil and natural gas
producing companies throughout the United States.

Basic Energy Services, Inc. and 27 affiliated companies filed
petitions (Bankr. D. Del. Lead Case No. 16-12320) on Oct. 25,
2016.

The cases have been assigned to Judge Kevin J. Carey. The Debtors
have filed a fully consensual Joint Prepackaged Chapter 11 Plan and
Disclosure Statement and began soliciting votes to accept or reject
such Prepackaged Plan and Disclosure Statement before the Petition
Date. The Debtors are seeking Court approval of the Disclosure
Statement and Prepackaged Plan on Dec. 7, 2016.

The Debtors have hired Richards, Layton & Finger, P.A. as Delaware
counsel and Moelis & Company LLC as financial advisor.

Counsel to the Prepetition Term Loan Lenders and certain of the DIP
Lenders in the Chapter 11 cases of Basic Energy Services, Inc., et
al. are Davis Polk & Wardwell LLP's Marshall S. Huebner, Esq., and
Darren S. Klein, Esq.; and Jeremy W. Ryan, Esq., at Potter Anderson
& Corroon LLP.

Counsel to U.S. Bank National Association, as Prepetition Term Loan
Agent and acting as administrative agent and collateral agent, are
Theodore Sica, Esq., and Nicholas B. Vislocky, Esq., at Lowenstein
Sandler LLP. A consortium of lenders led by U.S. Bank is extending
a superpriority secured multiple delayed-draw term loan facility to
the Debtors in an aggregate principal amount of $90 million.

Counsel to Bank of America, N.A., in its capacity as the
Prepetition ABL Agent are James A. Markus, Esq., and Paul E. Heath,
Esq., at Vinson & Elkins LLP; and Morris, Nichols, Arsht & Tunnell
LLP's Robert J. Dehney, Esq. and Eric D. Schwartz, Esq.

An ad hoc group of holders that own or manage with the authority to
act on behalf of the beneficial owners of the Company's 2019 Senior
Notes and the 2022 Senior Notes, consists of:

     -- Ascribe Capital LLC,
     -- Brigade Capital Management, L.P. and
     -- Silver Point Capital, L.P., and
     -- other entities that may join such ad hoc group from time
        to time.

Counsel to the Ad Hoc Group are Fried, Frank, Harris, Shriver &
Jacobson LLP's Brad Eric Scheler, Esq., and Peter Siroka, Esq.; and
Michael D. DeBaecke, Esq., at Blank Rome LLP.


BELK INC: Bank Debt Trades at 10% Off
-------------------------------------
Participations in a syndicated loan under BELK, Inc is a borrower
traded in the secondary market at 89.78 cents-on-the-dollar during
the week ended Friday, November 4, 2016, according to data compiled
by LSTA/Thomson Reuters MTM Pricing.  This represents a decrease of
0.56 percentage points from the previous week.  BELK, Inc pays 450
basis points above LIBOR to borrow under the $1.5 billion facility.
The bank loan matures on Nov. 19, 2022 and carries Moody's B2
rating and Standard & Poor's B+ rating.  The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
November 4.


BLANKENSHIP FARMS: Seeks to Hire Adam Vandiver as Appraiser
-----------------------------------------------------------
Blankenship Farms, LP, seeks the Bankruptcy Court's authorization
to employ Adam Vandiver of Vandiver Enterprises, LLC, as a Farm
Equipment Appraiser.

A creditor, John Deere Financial, holds a security interest in
certain farm equipment, and has filed a Motion for
Abandonment/Relief from Stay alleging that there is no equity in
the collateral, entitling Deere to Stay Relief.  The Debtor desires
to hire Adam Vandiver as an Appraiser to appraise certain equipment
to contest the position of John Deere Financial.

The proposed compensation for the Appraiser is to be a fee of
$1,000.  Mr. Vandiver's respective hourly rate is $150 if he is
required to testify at a hearing in the U.S. Bankruptcy Court.

Adam Vandiver 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.

                    About Blankenship Farms

Headquartered in Parsons, Tennessee, Blankenship Farms, LP, is an
active Tennessee limited partnership whose primary business is
farming operations for row crop and cattle. It filed for Chapter 11
bankruptcy protection (Bankr. W.D. Tenn. Case No. 16-10840) on
April 27, 2016, estimating its assets and liabilities at between $1
million and $10 million. The petition was signed by James Trent
Blankenship, president of TWB Management Inc., general partner of
Debtor. Judge Jimmy L. Croom presides over the case. Robert
Campbell Hillyer, Esq., at Butler Snow LLP serves as the Debtor's
bankruptcy counsel.


BMC SOFTWARE: Bank Debt Trades at 2% Off
----------------------------------------
Participations in a syndicated loan under BMC Software is a
borrower traded in the secondary market at 97.55
cents-on-the-dollar during the week ended Friday, November 4, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.30 percentage points from the
previous week.  BMC Software pays 400 basis points above LIBOR to
borrow under the $0.335 billion facility. The bank loan matures on
Aug. 9, 2020 and carries Moody's Ba3 rating and Standard & Poor's
B+ rating.  The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended November 4.


BONANZA CREEK: Credit Agreement Borrowing Base Reduced to $150M
---------------------------------------------------------------
The fall 2016 semi-annual borrowing base redetermination under the
Credit Agreement, dated March 29, 2011, of Bonanza Creek Energy,
Inc., was completed on Oct. 31, 2016.

The Borrowing Base under the Credit Agreement was reduced from $200
million to $150 million, which amount will remain in effect until
it is redetermined or adjusted in accordance with the Credit
Agreement and will continue to be secured by certain of the
Company's Oil and Gas Properties.

As of Oct. 31, 2016, the Company had approximately $214.7 million
in borrowings outstanding under the Credit Agreement and no
outstanding letters of credit.  As a result of this October 2016
redetermination and after giving effect to the last monthly
installment of approximately $14.6 million owed as a result of the
Borrowing Base Deficiency which existed following the Company's
semi-annual borrowing base redetermination on May 20, 2016, the
Company will have a Borrowing Base Deficiency of approximately $50
million (the "Fall Deficiency").  The Company received notice of
the Fall Deficiency on Oct. 31, 2016.

Under the terms of the Credit Agreement, the Company must pursue
one of the following options to address the Borrowing Base
Deficiency: (A) within 20 days after the Deficiency Notice Date,
deliver to the Administrative Agent written notice of the Company's
election to repay Advances such that the Borrowing Base Deficiency
is cured within 30 days after the Deficiency Notice Date; (B)
pledge, within 30 days after the Deficiency Notice Date, additional
Oil and Gas Properties acceptable to the Lenders, which the Lenders
deem sufficient in their sole discretion to eliminate the Borrowing
Base Deficiency; (C) within 20 days after the Deficiency Notice
Date, deliver to the Administrative Agent written notice of the
Company's election to repay Advances in six monthly installments
equal to one-sixth of the Borrowing Base Deficiency, with the first
such installment due 30 days after the Deficiency Notice Date and
each following installment due 30 days after the preceding
installment; or (D) within 20 days after the Deficiency Notice
Date, deliver to the Administrative Agent written notice of the
Company's election to combine the options in clause (B) and (C)
above, and indicating the amount to be repaid in installments and
the amount to be provided as additional Collateral.

                        About Bonanza Creek

Bonanza Creek is an independent energy company engaged in the
acquisition, exploration, development and production of onshore oil
and associated liquids-rich natural gas in the United States.
Bonanza Creek Energy, Inc. was incorporated in Delaware on Dec. 2,
2010, and went public in December 2011.

As of June 30, 2016, Bonanza Creek had $1.29 billion in total
assets, $1.18 billion in total liabilities and $117.80 million in
total stockholders' equity.

The Company reported a net loss of $746 million in 2015 following
net income of $20.3 million in 2014.

                         *     *     *

As reported by the TCR on Oct. 19, 2016, S&P Global Ratings lowered
its corporate credit rating on U.S.-based oil and gas exploration
and production company Bonanza Creek Energy Inc. to 'D' from 'CC'.
"The downgrade follows Bonanza Creek's announcement that it elected
not to make the Oct. 15, 2016 interest payment on the 6.75% senior
unsecured notes due 2021," said S&P Global Ratings credit analyst
Daniel Krauss.


C&J ENERGY: DE Shaw & Nantahala Seek Equity Committee Appt.
-----------------------------------------------------------
BankruptcyData.com reported that D.E. Shaw Galvanic Portfolios and
Nantahala Capital Management filed with the U.S. Bankruptcy Court
an emergency motion to appoint an official committee of equity
security holders to the C&J Energy Services proceeding. The motion
explains, "The necessity for an Equity Committee is clear. The
Debtors have proposed a plan of reorganization that provides for a
distribution to its equity holders, if they, as a class, accept the
Plan. However, there is no fiduciary acting on behalf of the equity
holders in this case that can assess the reasonableness of the
proposed Plan distribution. Significantly, the equity holders were
not included in the plan negotiation process. The enterprise
valuation of C&J contained in the Disclosure Statement fails to
reflect material information, is significantly understated, and is
therefore suspect. Accordingly, an Equity Committee is needed to
adequately represent the Debtor's public shareholders. . . . The
Movants are shareholders with relatively small equity holdings who,
based on the size of their investment, cannot reasonably be
expected to spend the resources necessary to fully analyze the Plan
and the proposed distribution to equity holders. Moreover, the
Order of the Court, dated July 21, 2016 ('Trading Restrictions
Order'), that restricts trading of C&J stock, effectively precludes
any equity holder from acquiring sufficient shares in C&J to
justify expending the resources necessary to fully analyze the
issues related to protecting the legitimate interests of all public
equity holders. As a result, the only way for Movants and similarly
situated public equity holders to gain adequate representation in
this case is for the Court to promptly appoint an Equity
Committee."


                      About C&J Energy

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

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

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

U.S. Trustee Judy A. Robbins appointed five creditors to serve on
the official committee of unsecured creditors in the Chapter 11
case of CJ Holding Co., et al.  The Committee hired Greenberg
Traurig, LLP as counsel for the Committee, Conway MacKenzie, Inc.,
to serve as its financial advisor, Carl Marks Advisory Group LLC as
investment banker.


CAL DIVE: Seeks to Distribute Uncle John-Related Lien Reserves
--------------------------------------------------------------
BankruptcyData.com reported that Cal Dive International filed with
the U.S. Bankruptcy Court a motion for an order authorizing the
Debtors to distribute lien reserves related to the Uncle John (a
foreign flagged vessel).  The motion explains, "Because the
Maritime Liens asserted against the Uncle John in Proofs of Claims
(totaling $7,528,218), plus those Maritime Liens that accrued
postpetition and remained outstanding (totaling at the time,
approximately $1,052,995), exceeded the sale proceeds, the Debtors
distributed the full amount of the sale proceeds (i.e. $1,296,750)
to the Lien Reserves. The Debtors seek to distribute the remaining
Lien Reserves to those Maritime Lienholders with the senior most
claims against such Lien Reserves. Under applicable maritime law,
maritime liens of the same class are entitled to priority of
payment in inverse order of time of accrual, hence liens arising in
connection with last voyage of a vessel have priority of payment
over liens accruing on a prior voyage.  As a consequence, the last
maritime lienholders to provide 'necessaries' to the Uncle John
have the most senior claim against the Lien Reserves. In this case,
Maritime Liens totaling $772,600.78 have accrued postpetition
against the Uncle John and remain outstanding. By this Motion, the
Debtors propose to satisfy the Maritime Liens set forth on Schedule
1 to the Proposed Order in full by distributing the $396,750 from
the Lien Reserves, and satisfying the deficiency from the Debtors'
operating account."  The Court scheduled a November 16, 2016
hearing to consider the motion, with objections due by November 9,
2016.

                        About Cal Dive

Houston, Texas-based marine contractor Cal Dive International,
Inc., provides manned diving, pipelay and pipe burial, platform
installation and salvage, and light well intervention services to
the offshore oil and natural gas industry on the Gulf of Mexico
OCS, Northeastern U.S., Latin America, Southeast Asia, China,
Australia, West Africa, the Middle East, and Europe. Cal Dive and
its U.S. subsidiaries filed simultaneous voluntary petitions
(Bankr. D. Del. Lead Case No. 15-10458) on March 3, 2015.

Through the Chapter 11 process, the Company intends to sell
non-core assets and intends to reorganize or sell as a going
concern its core subsea contracting business.

Cal Dive disclosed total assets of $571 million and total debt of
$411 million as of Sept. 30, 2015.

The Debtors tapped Richards, Layton & Finger, P.A., as counsel,
O'Melveny & Myers LLP, as co-counsel; Jones Walker Jones Walker LLP
as corporate counsel; and Kurtzman Carson Consultants, LLC, as
claims and noticing agent. The Debtors also tapped Carl Marks
Advisory Group LLC as crisis managers and appoint F. Duffield
Meyercord as chief restructuring officer.

The U.S. Trustee for Region 3 amended the committee of unsecured
creditors in the case from five-member committee to four members.
The Committee retained Akin Gump Strauss Hauer & Feld LLP and
Pepper Hamilton LLP as co-counsel; and Guggenheim Securities, LLC
as exclusive investment banker.

Cal Dive Offshore Contractors, Inc., disclosed total assets of
$233,273,806 and $311,339,932 in liabilities as of the Chapter 11
filing.


CBC AMMO: S&P Affirms 'BB-' Corp. Credit Ratings, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings said that it affirmed its 'BB-' global scale
corporate credit ratings on CBC Ammo LLC.  The outlook is stable.

S&P also affirmed the 'BB-' issue-level rating and '3' recovery
rating on CBC's senior unsecured notes.  The '3' recovery rating
denotes S&P's expectation for meaningful recovery (50%-70%; lower
end of the range) in a default scenario.

"The ratings affirmation reflects our expectations that the
company's contracted position with global defense clients and sound
operating efficiency of its ammunition business will continue to
drive predictable and fairly stable operating cash generation.
This will partially offset the effects of somewhat slower demand in
Brazil, which represents around 15% of sales, and the company's
exposure to currency volatility on revenues in that market," said
S&P Global Ratings credit analyst Marcus Fernandes.

Also, although S&P expects handguns manufacturing subsidiary Taurus
to report breakeven results in 2016, the gradual higher
contribution to consolidated EBITDA from 2017 on will boost
improvements to consolidated metrics.

Although Taurus is not a restricted subsidiary of CBC -- and as a
result, is not included in the group's metrics to measure covenants
nor is liable for potential debt obligations at Taurus -- S&P looks
at the metrics on a consolidated basis.  S&P believes it will be
part of CBC's core businesses in the medium to long term, and CBC
has helped Taurus to restructure its capital structure and recently
increased its ownership stake on it.

CBC continues to expand its ammunition production capacity at its
more efficient operations in Czech Republic and Brazil.  This will
allow the company to meet increasing demand from the European and
the U.S. commercial markets, as well as defense clients in Europe
and Middle East.  As a result, S&P expects CBC to continue
operating at full capacity, as the company already has the
production of its main product lines sold for 2017.  Nonetheless,
CBC's operating efficiency and global footprint partially offsets
the risks associated with the company's small scale of operations
and concentration of revenues around lower value added small
caliber ammunition products.  However, S&P expects the low cost
structure in Brazil and Czech Republic to still support the
company's EBITDA margins above 20% over the next several quarters.
In addition, S&P expects Taurus to continue focusing on improving
product quality, client relationship, and operating efficiency in
the short term.

The stable outlook reflects S&P's expectations that CBC's financial
metrics should gradually improve in 2017 and 2018, resulting in a
debt to EBITDA of about 3x to 3.3x, compared to 3.5x in 2016, and
FFO to debt closer to 20%, following S&P's estimate of FFO to debt
of 15% by year-end 2016.  FFO to debt is somewhat lower than what
S&P expects for the rating category mainly due to the high interest
cost at Taurus.  Although S&P expects some positive contribution
from Taurus over the next few years, it continues to consider that
CBC is not liable for any nonpayment of Taurus, although
consolidated metrics remain pressured by the subsidiary's high debt
levels.


CDK GLOBAL: Moody's Cuts Senior Unsecured Debt Ratings to Ba1
-------------------------------------------------------------
Moody's Investors Service downgraded CDK Global, Inc.'s senior
unsecured debt ratings to Ba1 from Baa3 and changed the outlook to
stable from negative. As part of the rating action, Moody's
assigned CDK a Ba1 corporate family rating (CFR), Ba1-PD
probability of default rating, and an SGL-1 speculative grade
liquidity rating. Given the competitive risks, investment needs,
possible acquisitions and shareholder returns, Moody's believes
that CDK's financial policies are evolving towards higher financial
leverage, which is more consistent with a speculative grade
profile.

RATINGS RATIONALE

The Ba1 CFR reflects CDK's leading US market position as a provider
of technology and services to the automotive retail dealer
community and Moody's expectation that the company will maintain
very strong liquidity. Moody's expects consistent free cash flow
generation over the next few fiscal years and profit improvement
driven by moderate revenue growth and the comprehensive business
transformation program. Moody's expects operating margins to rise
above 30% over the next couple of years up from the sub-20% levels
it operated under prior to its spin-off from Automatic Data
Processing.

Yet, the company has been engaged by activist shareholders, and
Moody's believes that activist pressure to reward shareholders was
a large factor in the company's decision to adopt more aggressive
financial policies, ahead of achieving the targeted operating
efficiencies of its business transformation program.

In June 2016, CDK announced an acceleration of its $1 billion
capital return program to be fulfilled by the end of calendar 2016,
ahead of the previous completion target of the end of calendar
2017. The anticipated borrowings to complete the accelerated
program will bring the company's adjusted debt to EBITDA leverage
above 3.0 times by the end of 2016. Moody's believes these leverage
levels will be more in line with the company's financial policy
going forward, as the benefits of CDK's comprehensive business
transformation plan will likely continue to be allocated to
shareholder payouts and not to preserve credit protection measures
that underpin an investment grade rating. Moody's analyst Gerald
Granovsky said, "Moody's believes that CDK will need financial
flexibility for additional borrowing capacity to fund the payouts
to its shareholders and to pursue strategic acquisition
opportunities that would accelerate revenue growth." Moody's
believes that the company's evolving financial policy is consistent
with a Ba1 CFR.

The rating is supported by CDK's market share leadership which
provides the company with scale economies, long lasting
relationships with the large dealership groups and major auto OEMs,
and an entrenched suite of products that are critical to many
dealerships' daily activities, which allows CDK to avoid
significant performance declines in periods of depressed demand
that periodically impact this industry.

CDK's SGL-1 rating reflects the company's very good liquidity
position, supported by solid cash balances of $250 million to $300
million that Moody's expects will be maintained through fiscal
year-end 2017 and steady annual free cash flow of over $200
million. The company's liquidity is supplemented by a $300 million
revolving credit facility maturing in September 2019, which Moody's
expects will remain largely undrawn, other than temporary
borrowings to manage working capital. Given CDK's credit profile,
Moody's expects the company to remain well within the financial
maintenance covenants tied to its debt.

The ratings for the senior unsecured credit facilities (Ba1, LGD4)
and senior unsecured notes (Ba1, LGD4) reflect the overall
probability of default of the company, as reflected in the PDR of
Ba1-PD, and the expectation for average family recovery in a
default scenario.

The stable outlook reflects CDK's strong credit profile at its
rating level, as it affords it the flexibility to manage operating
and business challenges, and the expectation of further operating
improvements from its ongoing business transformation.

What Could Change the Rating - Up

CDK's rating could be upgraded if the company demonstrates, over an
extended period, a return to highly conservative financial
policies. Ratings could also be upgraded if the company's
transformation program is successful and the company manages to a
2.5 times debt to EBITDA leverage target.

What Could Change the Rating - Down

Ratings could be lowered if the CDK continues to pursue more
aggressive financial policies. Ratings would also be pressured if
the company's adjusted debt to EBITDA is sustained around 4.0 times
or if there is significant deterioration in the company's free cash
flow generation. Additionally, any meaningful market share losses
or reversal of efficiency gains, such that operating margins fall
back below 20% (Moody's adjusted) could lead to lower ratings.

Rating Actions:

   -- Corporate Family Rating -- Assigned Ba1

   -- Probability of Default Rating -- Assigned Ba1-PD

   -- Speculative Grade Liquidity Rating -- Assigned SGL-1

   -- Senior Unsecured Notes -- Downgraded to Ba1 (LGD4) from Baa3

   -- Senior Unsecured Credit Facilities -- Downgraded to Ba1
      (LGD4) from Baa3

   -- Outlook -- Changed to Stable from Negative

CDK Global, Inc. headquartered in Hoffman Estates, Illinois, is a
provider of technology and services to the automotive retail dealer
community.


CHANNEL TECHNOLOGIES: Employs Pachulski Stang as General Counsel
----------------------------------------------------------------
Channel Technologies Group, LLC, seeks authorization from the U.S.
Bankruptcy Court for the Central District of California to employ
Pachulski Stang Ziehl & Jones LLP as general bankruptcy counsel,
effective as of October 14, 2016.

The Debtor requires Pachulski Stang to:

     (a) advise the Debtor regarding the requirements of the
Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the
Local Bankruptcy Rules, and the requirements of the U.S. Trustee
pertaining to the administration of the Debtor's Estate;

     (b) advise and represent the Debtor concerning the rights and
remedies of the Estate in regards to the assets of the Estate;

     (c) prepare, among other things, motions, applications,
answers, orders, memoranda, reports, and papers in connection with
the administration of the Estate;

     (d) protect and preserve the Estate by prosecuting and
defending actions commenced by or against the Debtor;

     (e) analyze, and prepare necessary objections to proofs of
claim filed against the Estate;

     (f) conduct examinations of witnesses, claimants, or adverse
parties;

     (g) represent the Debtor in any proceeding or hearing in the
Bankruptcy Court;

     (h) advise and represent the Debtor in the negotiation,
formulation, and drafting of any plan of reorganization and
disclosure statement;

     (i) advise and represent the Debtor in connection with
investigation of potential causes of action against persons or
entities, including, but not limited to, avoidance actions, and the
litigation thereof, if warranted; and,

     (j) render such other advice and services as the Debtor may
require in connection with the Case.

Pachulski Stang professionals will be paid at these hourly rates:

     Laura Davis Jones            $1,050
     Jeffrey W. Dulberg           $750
     Victoria A. Newmark          $795
     Felice Harrison              $325

Pachulski Stang has received payments from the Debtor during the
year prior to the petition date in the amount of $498,180.59,
including the Debtor's filing fee for the Case, in connection with
its prepetition representation of the Debtor.

David Tiffany, Chief Restructuring Officer of the Debtor, assured
the Court that Pachulski Stang 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.

Pachulski Stang can be reached at:

         Laura Davis Jones, Esq.
         Jeffrey W. Dulberg, Esq.
         Victoria A. Newmark, Esq.
         PACHULSKI STANG ZIEHL & JONES LLP
         919 North Market Street, 17th Floor
         Wilmington, DE 19801
         Tel: 302.778.6401
         Email: ljones@pszjlaw.com
                jdulberg@pszjlaw.com
                vnewmark@pszjlaw.com

              About Channel Technologies Group

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

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

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

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

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


CHANNEL TECHNOLOGIES: Taps Prime Clerk as Noticing and Claims Agent
-------------------------------------------------------------------
Channel Technologies Group, LLC, seeks authorization from the U.S.
Bankruptcy Court for the Central District of California to employ
Prime Clerk LLC as noticing and claims agent, nunc pro tunc to
October 14, 2016.

The Debtor requires Prime Clerk to:

     (a) assist the Debtor with the preparation and distribution of
all required notices and documents in accordance with the
Bankruptcy Code and the Bankruptcy Rules in the form and manner
directed by the Debtor and/or the Court, including: (i) notice of
any claims bar date, (ii) notice of any proposed sale of the
Debtor's assets, (iii) notices of objections to claims and
objections to transfers of claims, (iv) notices of any hearings on
a disclosure statement and confirmation of any plan or plans of
reorganization, including under Bankruptcy Rule 3017(d), (v) notice
of the effective date of any plan, and (vi) all other notices,
orders, pleadings, publications and other documents as the Debtor,
Court, or Clerk may deem necessary or appropriate for an orderly
administration of the Case;

     (b) maintain an official copy of the Debtor's schedules of
assets and liabilities and statements of financial affairs, listing
the Debtor's known creditors and the amounts owed thereto;

     (c) maintain (i) a list of all potential creditors, equity
holders and other parties-in-interest and (ii) a "core" mailing
list consisting of all parties described in Bankruptcy Rule
2002(i), (j) and (k) and those parties that have filed a notice of
appearance pursuant to Bankruptcy Rule 9010; update and make said
lists available upon request by a party-in-interest or the Clerk;

     (d) furnish a notice to all potential creditors of the last
date for filing proofs of claim and a form for filing a proof of
claim, after such notice and form are approved by the Court, and
notify said potential creditors of the existence, amount and
classification of their respective claims as set forth in the
Schedules, which may be effected by inclusion of such information
(or the lack thereof, in cases where the Schedules indicate no debt
due to the subject party) on a customized proof of claim form
provided to potential creditors;

     (e) maintain a post office box or address for the purpose of
receiving claims and returned mail, and process all mail received;

     (f) for all notices, motions, orders or other pleadings or
documents served, prepare and file or cause to be filed with the
Clerk an affidavit or certificate of service within seven days of
service which includes (i) either a copy of the notice served or
the docket number(s) and title(s) of the pleading(s) served, (ii) a
list of persons to whom it was mailed (in alphabetical order) with
their addresses, (iii) the manner of service, and (iv) the date
served;

     (g) receive and process all proofs of claim received,
including those received by the Clerk, check and audit said
processing to satisfy the Clerk that the claims information is
being appropriately and accurately recorded, and maintain the
original proofs of claim in a secure area;

     (h) provide an electronic interface for filing proofs of claim
where all copies of proofs of claim or interest will be
maintained;

     (i) maintain the official claims register on behalf of the
Clerk; as frequently requested by the Clerk, provide the Clerk with
certified, duplicate unofficial Claims Register; and specify in the
Claims Register the following information for each claim docketed:
(i) the claim number assigned, (ii) the date received, (iii) the
name and address of the claimant and agent, if applicable, who
filed the claim, (iv) the address for payment, if different from
the notice address; (v) the amount asserted, (vi) the asserted
classification(s) of the claim (e.g., secured, unsecured, priority,
etc.), and (vii) any disposition of the claim;

     (j) implement necessary security measures to ensure the
completeness and integrity of the Claims Register and the
safekeeping of the original claims as approved by the Clerk of the
Court;

     (k) record all transfers of claims and provide any notices of
such transfers as required by Bankruptcy Rule 3001(e);

     (l) relocate, by messenger or overnight delivery, all of the
court-filed proofs of claim to the offices of Prime Clerk, not less
than weekly;

     (m) monitor the Court's docket for all notices of appearance,
address changes, and claimsrelated pleadings and orders filed and
make necessary notations on and/or changes to the claims register
and any service or mailing lists, including to identify and
eliminate duplicative names and addresses from such lists;

     (n) identify and correct any incomplete or incorrect addresses
in any mailing or service
lists;

     (o) assist in the dissemination of information to the public
and respond to requests for administrative information regarding
this Case as directed by the Debtor or the Court, including through
the use of a case website
and/or call center;

     (p) monitor the Court's docket in this Case and, when filings
are made in error or containing errors, alert the filing party of
such error and work with them to correct any such error;

     (q) comply with applicable federal, state, municipal, and
local statutes, ordinances, rules, regulations, orders, and other
requirements;

     (r) if the Case is converted to a case under chapter 7 of the
Bankruptcy Code, contact the Clerk's office within three days of
notice to Prime Clerk of entry of the order converting the case;

     (s) 30 days prior to the close of the Case, to the extent
practicable, Prime Clerk requests that the Debtor submit to the
Court a proposed order dismissing Prime Clerk as claims, noticing,
and solicitation agent and terminating its services in such
capacity upon completion of its duties and responsibilities and
upon the closing of the Case;

     (t) within seven days of notice to Prime Clerk of entry of an
order closing the Case, provide to the Court the final version of
the Claims Register as of the date immediately before the close of
the cases;

     (u) at the close of the Case, (i) box and transport all
original documents, in proper format, as provided by the Clerk's
office, to (A) Riverside Federal Records Center, 23123 Cajalco
Road, Perris, CA 92570 or (B) any other location requested by the
Clerk's office; and (ii) docket a completed SF-135 Form indicating
the accession and location numbers of the archived claims;

     (v) assist the Debtor with plan-solicitation services
including: (i) balloting, (ii) distribution of applicable
solicitation materials, (iii) tabulation and calculation of votes,
(iv) determining with respect to each ballot cast, its timeliness
and its compliance with the Bankruptcy Code, Bankruptcy Rules, and
procedures ordered by the Court; (v) preparing an official ballot
certification and testifying, if necessary, in support of the
ballot tabulation results; and (vi) in connection with the
foregoing services, process requests for documents from parties in
interest, including, if applicable, brokerage firms, bank
back-offices and institutional holders;

     (w) assist with the preparation of the Debtor's schedules of
assets and liabilities and statements of financial affairs and
gather data in conjunction therewith;

     (x) provide a confidential data room, if requested;

     (y) manage and coordinate any distributions pursuant to a
chapter 11 plan; and,

     (z) provide such other processing, solicitation, balloting and
other administrative services described in the Engagement Agreement
that may be requested from time to time by the Debtor, the Court or
the Clerk's Office.

Prime Clerk will be paid at these hourly rates:

   Analyst                               $30 - $50
   Technology Consultant                 $35 - $95
   Consultant/Senior Consultant          $65 - $170
   Director                              $175 - $195
   Chief Operating Officer
      and Executive Vice President       No charge     
   Solicitation Consultant               $195
   Director of Solicitation              $210

Prior to the October 14, 2016 petition date, the Debtor provided
Prime Clerk a retainer in the amount of $20,000.

Michael J. Frishberg, Co-President and Chief Operating Officer of
Prime Clerk, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.

Prime Clerk can be reached at:

         Michael J. Frishberg
         PRIME CLERK LLC
         830 Third Avenue, 9th Floor
         New York, NY 10022

               About Channel Technologies Group

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

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

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

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

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


CHICAGO EDUCATION BOARD: S&P Lowers LT Rating on GO Debt to 'B'
---------------------------------------------------------------
S&P Global Ratings lowered its long-term rating and underlying
rating (SPUR) to 'B' from 'B+' on Chicago Board of Education's
previously issued general obligation (GO) debt.  At the same time,
S&P assigned its 'B' long-term rating to the board's series 2016C
and 2016D unlimited-tax GO refunding bonds (dedicated revenue),
series 2016E and 2016G unlimited-tax GO bonds (dedicated revenue),
and series 2016F taxable unlimited-tax GO bonds (dedicated
revenue).  The outlook is negative.

"The rating action reflects our view of the district's continued
weak liquidity in its most recent cash flow forecast and reliance
on cash flow borrowing, combined with the increased expenditures in
the district's new labor contract that exacerbate the district's
structural imbalance challenges," said S&P Global Ratings credit
analyst Jennifer Boyd.

The district will use the 2016C bond proceeds to refund its series
2011C-1 unlimited-tax GO refunding bonds (dedicated revenue), and
the 2016D bond proceeds to refund its series 2013A-1 unlimited-tax
GO refunding bonds (dedicated revenue).  The district is paying a
9% interest rate on the 2011C-1 and 2013A-1 variable-rate bonds.
The district will use the 2016E and 2016F bond proceeds to
reimburse itself for certain termination payments on its swap
agreements and capitalized interest.  The district will use the
2016G bond proceeds for computer servers and equipment and
capitalized interest.

The negative outlook reflects S&P's view that there is at least a
one-in-three likelihood that it will lower the rating during the
one-year parameter of the outlook.


CHINACAST EDUCATION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: ChinaCast Education Corporation
           fka ChinaCast Communications Limited
           fka ChinaCast Communications Holdings Limited
           fka Great Wall Acquisition Corp.
        c/o Douglas Woodrum
        5 Vista Real
        Mill Valley, CA 94941

Case No.: 16-13121

Type of Business: Provider of college-level education

Chapter 11 Petition Date: November 9, 2016

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

Judge: Hon. Mary Kay Vyskocil

Debtor's Counsel: Joseph Corneau, Esq.
                  KLESTADT WINTERS JURELLER SOUTHARD & STEVENS,
LLP
                  200 West 41st Street, 17th Floor
                  New York, NY 10036
                  Tel: (212) 972-3000
                  Fax: (212) 972-2245
                  E-mail: jcorneau@klestadt.com

                    - and -

                  Tracy L. Klestadt, Esq.
                  KLESTADT WINTERS JURELLER SOUTHARD & STEVENS,
LLP
                  200 West 41st Street, 17th Floor
                  New York, NY 10036-7203
                  Tel: (212) 972-3000
                  Fax: (212) 972-2245
                  E-mail: tklestadt@klestadt.com

Debtor's          
Special
Litigation
Counsel:          REID COLLINS & TSAI LLP

Estimated Assets: $500 million to $1 billion

Estimated Debts: $10 million to $50 million

The petition was signed by Douglas Woodrum, chief financial
officer.

Debtor's List of 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Fried Frank Harris                Professional Fees    $5,996,483
Shriver & Jacobson
One New York Plaza
New York, NY 10004

Fir Tree Value                    2011 Proxy Costs     $1,500,000
Master Fund, LP
55 West 46th Street
29th Floor
New York, NY 10036

Fir Tree Value                    Unpaid Interest      $1,098,187
Master Fund, LP
55 West 46th Street
29th Floor
New York, NY 10036

Ashford Capital                  Unpaid Interest         $584,608
Partners LP
1 Walker's Mill Road
Wilmington, DE 19807

Norton Rose                     Professional fees        $500,000
Fulbright Hong Kong
1 Connaught Road
38/F Jardine House
Central Hong Kong

Columbia Pacific               CVR Priority Return       $450,000
Opportunity Fund LP               December 2015            

Columbia Pacific               CVR Priority Return       $450,000
Opportunity Fund LP                 June 2016

Fir Tree Value                     CVR Priority          $378,000
Master Fund, LP                  Return June 2016
55 West 46th Street
29th Floor
New York, NY 10036

Columbia Pacific                  Unpaid Interest        $356,667
Opportunity Fund LP
1910 Fairview
Avenue E, Suite 200
Seattle, WA 98102

MRMP Managers LLC                   CVR Priority         $300,000
151 Terrapin Point                Return June 2016
Vero Beach, FL 32963

Fir Tree Value                      CVR Priority         $276,000
Master Fund, LP                   Return December
55 West 46th Street, 29th Floor         2015
New York, NY 10036

Special Situations                 Unpaid Interest       $272,000
Fund III QP LP
527 Madison Avenue
26th Floor
New York, NY 10022

Lake Union Capital Fund LP         Unpaid Interest       $256,197
714 3rd Street South
Kirkland, WA 98033

Park Financial                       CVR Priority        $225,000
Corporation                        Return June 2016
Jeff Swanson
4300 East Fifth Avenue
Columbus, OH 43219

Park Financial                  CVR Priority             $225,000
Corporation                   Return December
                                    2015

Anvil Investment               Unpaid Interest           $213,333
Associates LP

Fir Tree Value                 Unpaid Interest           $194,239
Capital Opportunity
Master Fund LP

MRMP Managers LLC               CVR Priority             $180,000
                                Return December
                                     2015

MRMP Managers LLC               Unpaid Interest          $175,300

Special Situations              Unpaid Interest          $153,000
Cayman Fund LP


CHINACAST EDUCATION: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------------
ChinaCast Education Corp. sought bankruptcy protection with the
goal of maximizing the value of its enterprise by continuing to
wind-up its affairs without the distraction and substantial costs
of having to defend against a class action suit.

Formerly engaged in the business of providing college-level
education to students in China, ChinaCast was left in financial
ruin, has no current operations, and is winding up its affairs as a
result of its founder's alleged looting of the Company in 2012, as
disclosed in the court filing.

According to Douglas Woodrum, chief financial officer and a member
of the Board of Directors of ChinaCast, Ron Chan Tze Ngon was
removed as chairman and CEO of ChinaCast in March 2012 for his
attempt to thwart an annual audit of the Company.  Following his
departure, ChinaCast had "uncovered questionable activities and
transactions which raise the specter of possible illegal conduct by
Ron Chan and his accomplices," and prompted a further
investigation.

Mr. Woodrum said the Company investigated the possible transfer of
interests in certain of its schools to unauthorized parties,
potentially involving Mr. Chan and other individuals.  The Company
also investigated the wrongful withdrawal of approximately $120
million from Company accounts.  The Company also believed Mr. Chan
may have transferred control of its interests in certain of the
schools it operated without authorization.

These events prompted the initiation of an initial securities fraud
class action complaint filed against ChinaCast on May 25, 2012.
Following the consolidation of several related actions against the
Company and others, and the appointment of lead plaintiffs, a
consolidated class action complaint styled In re ChinaCast
Education Corporation Securities Litigation was filed in the United
States District Court for the Central District of California, Case
No. CV 12-04621-JFW (PLAx) on Sept. 17, 2012.  The Class Action
Complaint asserted causes of action under, inter alia, section
10(b) of Securities Exchange Act of 1934 and Rule 10b-5 promulgated
thereunder against ChinaCast, as well as Derek Feng, Stephen
Marksheid, Ned Sherwood and Daniel Tseung, the members of the Board
during the time of Mr. Chan's looting of the Company.  Mr. Chan was
not named as a defendant in the Class Action Complaint.

On Oct. 15, 2012, ChinaCast and the Independent Directors moved to
dismiss the Class Action Complaint.  On Dec. 7, 2012, the District
Court granted the motion to dismiss.  The District Court ruled
among other things, that (i) the plaintiffs failed to adequately
plead the level of scienter by each of ChinaCast and the
Independent Directors required to sustain a private cause of action
under section 10(b) and Rule 10b-5 and under the Private Securities
Litigation Reform Act; (ii) that Mr. Chan's state of mind could not
be imputed to the Company because of the so-called "adverse
interest" exception to agency common law; and (ii) because the
Independent Directors had no knowledge of Mr. Chan's concealed
looting of the Company or facts sufficient to constitute "reckless
disregard" of facts that would have caused the Independent
Directors to know of Chan's looting of the Company, the claims
against them had to be dismissed.

The plaintiffs in the Class Action appealed the District Court
Decision, but solely as to ChinaCast.  Almost three years after the
District Court Decision, on Oct. 23, 2015, the United States Court
of Appeals for the Ninth Circuit reversed the District Court in a
published decision ruling that "the adverse interest exception
itself had exceptions when necessary to protect the rights of a
third party who dealt with the principal in good faith."

Upon remand, without sufficient resources to defend against the
Class Action any further, the Company did not answer the Class
Action Complaint.  A hearing on the plaintiffs' motion for entry of
a default judgment is scheduled for Nov. 14, 2016.

Prior to the Petition Date, the Debtor commenced seven recovery
actions that are currently pending in the United States and in Hong
Kong.

The Debtor expects to promptly file a Chapter 11 plan that
establishes a litigation trust, which will then continue pursuit of
the Recovery Actions until completed.

Founded in 1999 by Ron Chan Tze Ngon, ChinaCast is a publicly-held
corporation organized under the law of Delaware.  On March 1, 2014,
the Secretary of State of Delaware proclaimed that the Debtor was
no longer in good standing for failure to pay taxes.  As a result,
the Debtor is winding up its affairs within the limitations
provided by Section 278 of the Delaware General Corporation Law.

ChinaCast owned and operated three universities in China: the
Foreign Trade and Business College of Chongqing Normal University,
the Lijiang College of Guangxi Normal University and the Hubei
Industrial University Business College, in addition to
internet-based interactive distance learning applications,
multimedia education content delivery, and vocational training
courses.

As of the Petition Date, the Recovery Action Debt outstanding
totaled approximately $9,380,647.  In addition to the Recovery
Action Debt, the Debtor owes vendors, professionals and other
commercial parties approximately $12,893,088 in the aggregate, as
disclosed in court papers.

The Chapter 11 case is pending in the U.S. Bankruptcy Court for the
Southern District of New York (Case No. 16-13121) before
Judge Mary Kay Vyskocil.

Klestadt Winters Jureller serves as counsel to the Debtor.  Reid
Collins & Tsai LLP acts as the Debtor's special litigation
counsel.

The Debtor estimated assets in the range of $500 million to $1
billion and debts in the range of $10 million to $50 million as of
the bankruptcy filing.

A full-text copy of Douglas Woodrum's declaration in support of the
petition is available for free at:

     http://bankrupt.com/misc/4_CHINACAST_Declaration.pdf


COBALT INTERNATIONAL: Incurs $218-Mil. Net Loss in 3rd Quarter
--------------------------------------------------------------
Cobalt International Energy, Inc. filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $218.20 million on $4.22 million of revenues for the
three months ended Sept. 30, 2016, compared to a net loss of $59.16
million on $_ of revenues for the same period during the prior
year.

For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $470.36 million on $9.03 million of revenues compared
to a net loss of $207.57 million on $_ of revenues for the nine
months ended Sept. 30, 2015.

As of Sept. 30, 2016, Cobalt had $3.68 billion in total assets,
$2.70 billion in total liabilities and $983.83 million in total
stockholders' equity.

As of Sept. 30, 2016, the Company had approximately $683.3 million
in cash, which includes cash and cash equivalents, short-term
investments, long-term restricted cash and the $250 million the
Company received from Sonangol pursuant to the purchase and sale
agreement, which is classified as restricted cash.  This amount
excludes $16.7 million in cash and restricted cash held within
assets held for sale as of Sept. 30, 2016.  

In 2016, the Company currently expects capital expenditures for the
Company's continuing operations in the U.S. Gulf of Mexico to be
between $525 million to $575 million, of which approximately $380
million has been spent as of Sept. 30, 2016.  These amounts exclude
general and administrative and interest expense.  Total cash
outlays in 2016 for the Company's continuing operations in the U.S.
Gulf of Mexico are currently expected to be between $725 million
and $775 million.  In addition, the Company also expects total cash
outlays in 2016 for its operations offshore Angola to be between
$130 million to $140 million, of which approximately $130 million
has been spent as of Sept. 30, 2016.  

"If we are unable to raise additional sources of capital in 2016,
we expect our cash position at December 31, 2016 to be between
$300.0 million to $350.0 million, which is reduced from our
previous expectation of $350.0 million to $400.0 million.  The
reduction in our expected cash position is a result of the $45.0
million payment in September 2016 and the $31.3 million payment in
October 2016, in each case related to the amendment of the Rowan
drillship contract, which resulted in future savings of
approximately $80.1 million.  These amounts are subject to
additional working capital adjustments and assumes that we repay
the $250.0 million initial payment we received from Sonangol, net
of approximately $158.5 million in receivables Sonangol currently
owes to us.  

"Although we commenced initial production from our Heidelberg
project in January 2016, our capital and operating expenditures
will vastly exceed the revenue we expect to receive from our oil
and natural gas operations for the foreseeable future.  Until
substantial production is achieved, our primary sources of
liquidity are expected to be cash on hand, the proceeds from the
sale of our Angola assets, if any, proceeds from any future equity
and debt financings, and asset monetizations.  In September 2016,
we announced that we had retained financial and legal advisors to
assist us in analyzing and evaluating potential strategic
alternatives and initiatives to improve liquidity."

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

                     https://is.gd/j60b4F

                          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.

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 Nov. 9, 2016, S&P Global Ratings lowered
its unsolicited corporate credit rating on U.S.-based oil and gas
exploration and production (E&P) company Cobalt International
Energy Inc. to 'CC' from 'CCC-'.  "The downgrade follows Cobalt
International's announcement that it has agreed to a possible
exchange transaction involving the company's 2.625% convertible
senior notes due 2019 and 3.125% convertible senior notes due 2024
at below par," said S&P Global Ratings credit analyst Kevin Kwok.


CONDUENT INC: S&P Assigns 'BB' Corp. Credit Rating, Outlook Neg.
----------------------------------------------------------------
S&P Global Ratings said that it assigned its 'BB' corporate credit
rating to New York City-based Conduent Inc.  The outlook is
negative.

At the same time, S&P assigned its 'BB' issue-level rating and '3'
recovery to the company's proposed $750 million secured revolving
credit facility due in 2021, $700 million delayed draw term loan A
due in 2021, $300 million Euro equivalent secured term loan A due
in 2021, and $750 million secured term loan B due in 2023.  The '3'
recovery rating indicates S&P's expectation for meaningful recovery
(50%-70%; at the higher end of the range) in the event of payment
default.

S&P also assigned its 'B+' issue-level rating to the company's
proposed $750 million senior unsecured notes due in 2024 based on a
'6' recovery rating.  The '6' recovery rating indicates S&P's
expectation for negligible recovery (0%-10%) in the event of
payment default.

The rating on Conduent is based on the company's global scale,
focus on business restructuring to pursue growth in targeted
service markets, and recent operating weakness.  The rating also
reflects the company's significant leverage including $2.2 billion
in new debt, which will fund a $1.9 billion distribution to Xerox
upon separation of the two companies scheduled for Dec. 31, 2016,
as well as $400 million cash to Conduent's balance sheet and pay
fees.

Key credit risks include intense competition in its core markets
from larger, well-capitalized competitors including Accenture plc
and several India-based technology services companies, margin
declines over the last few years, and struggles to re-establish
operating growth and minimize contract exit and restructuring
costs.  These risks are partially offset by its established
presence in several growing business process outsourcing (BPO)
markets, including electronic tolling services and electronic
health care payments, its largely recurring service fee revenue
base, and modest capital expenditure requirements.  Post spin-off,
Conduent's leverage will be in the high-3x area.  Given Conduent's
established presence with a broad roster of governmental and
commercial clients, S&P believes the company will gradually improve
recent operating weakness and maintain its moderate financial
policy.  Conduent reports its business in the following segments:
public sector (26% of 2015 revenue), consisting mainly of
transportation-related services for governments and municipalities;
health care (26%), which includes services for both private
companies and government entities; and commercial (44%), which
includes all other industries and is largely related to customer
care services.  Legacy businesses including student loan servicing
and government health enterprises account for the remaining 4% of
revenue.

Conduent, largely the remaining businesses of Affiliated Computer
Services, which Xerox acquired in 2010, is a provider of BPO
services with more than $6.5 billion in annual revenue and a global
footprint of 290 service delivery centers around the world.  In
late 2015, Xerox implemented a restructuring program designed to
take out $700 million in costs by 2018.  S&P expects savings from
this program will mostly be reinvested in research and development
and acquisitions, such that operating margins and leverage
gradually improve over 2017.

The ongoing changes to the business have recently affected
Conduent'st operating performance.  EBITDA margins declined to less
than 10% in 2015 before rebounding around 100 basis points (bps) in
the first nine months of 2016, from around 13% in 2013. This
decline can be attributed to Conduent's decision to exit the
student loan business, pricing pressure, restructuring costs, and
investments in its Medicaid platform (which the company is now
de-emphasizing).  In 2015, Conduent concluded that it would not
complete the development of next generation Medicaid platforms for
California and Montana and incurred a significant on-time charge of
$389 million related to asset impairment and contract settlement.
In its most recent quarter ended Sept. 30, 2016, Conduent indicated
that it experienced delays in the implementation of New York's
Medicaid platform.  While the company indicated that it continues
to implement this platform, S&P now expects this contract will
impair its operating performance.

S&P expects Conduent to focus on growing market segments in which
it has good market share and providing differentiated solutions.
Conduent has a leading position in several fast-growing niche
markets; by S&P's estimates, Conduent is the largest provider of
government prepaid card payment services and the second-largest
U.S. electronic toll collection service provider.  S&P expects
Conduent will prioritize pursuit of higher profit contracts, which
will likely result in below market revenue growth and lower revenue
retention rates since the company will not bid aggressively on less
profitable contracts.

S&P's view of Conduent's financial risk profile is based on its
forecast that the firm will maintain adjusted leverage slightly
below 4.0x in 2016 will gradually reduce leverage to the mid-3x
area through EBITDA growth in 2017.  For 2017, S&P expects the
company will generate free cash flow (FCF) of around $200 million.

S&P's base case assumes:

   -- Real global GDP growth of 3.2% in 2016 and 3.6% in 2017.

   -- U.S. GDP growth of 1.5% in 2016 and 2.4% in 2017.

   -- Annual global information technology (IT) spending growth in

      the low-single-digit percentages in 2016.

   -- Flat to low-single-digit revenue growth of the technology
      services market in 2016.  Low-single-digit revenue decline
      in 2017 at Conduent, below global GDP growth, reflecting
      weak recent new contract signings as well as the continued
      declines in the student loan servicing and Medicaid
      business.  In 2018, S&P expects growth in low-single digits
      with improved sales execution.  EBITDA margins will improve
      by about 125 bps to 12% in fiscal 2017 and 13.3% in fiscal
      2018 as Conduent cuts costs through its restructuring
      program, focuses on more profitable new business, and
      reduces expenditures related to its Medicaid platform
      development, with only a modest ramp up of incremental
      business growth investments in 2017.

   -- Capital expenditures around 3% of revenue.

   -- No shareholder returns (neither dividends nor share
      buyback).

   -- Small number of acquisitions in 2017, growing in 2018 as the

      company builds FCF.

Based on these assumptions, S&P arrives at these credit measures
over the coming year:

   -- Adjusted leverage in the mid-3x area at the end of fiscal
      2017, declining to the low-3x area by the end of fiscal
      2018.

   -- FCF of $200 million in 2017 and FCF to debt of about 10%.

S&P views Conduent's liquidity as adequate.  For the next 12
months, sources of cash are likely to exceed uses, and S&P expects
net sources to remain positive, even if the company's EBITDA
declines by 15%.

Principal liquidity sources:

   -- Cash balance of $400 million post spin-off;
   -- Full availability under its proposed $750 million revolver;
      and
   -- Annual cash flow from operations of over $375 million.

Principal liquidity uses:

   -- Annual capex requirements of about 2%-3% of sales or
      $150 million-$200 million;

   -- Less than $100 million in acquisitions in 2017; and

   -- Debt amortization of about $10 million in 2017 and $65
      million in 2018.

Covenants

S&P expects Conduent's revolver and term loan A will have a maximum
net leverage covenant initially set at 4.25x that steps down to
3.75x on Dec. 31, 2018.  S&P expects Conduent will maintain EBITDA
cushion above 20% over 2017.

The negative outlook reflects S&P's expectation for sustained
revenue declines at least through 2017, execution risk related to
the spin-off and the restructuring plan, and continued costs to
operating growth and exit certain government enterprise health care
contracts.

S&P could lower the rating if a deterioration in operating
performance results in the inability to stabilize revenues in 2017,
the company sees less EBITDA margin improvement than S&P is
currently expecting, or more aggressive financial policies,
including debt-financed acquisitions or shareholder returns, cause
debt to EBITDA to stay above 4x.

S&P could revise the outlook to stable over the next year if it
sees evidence of revenue stabilization and EBITDA growth, which
would indicate progress toward a return to operating growth, while
the company maintains adjusted debt to EBITDA below 4x.


CONSTELLATION ENTERPRISES: Seeks Case Dismissal
-----------------------------------------------
BankruptcyData.com reported that Constellation Enterprises filed
with the U.S. Bankruptcy Court a motion for an order authorizing
dismissal of the Debtors' cases. The motion explains, "Having
conducted a lengthy and thorough marketing process, the Debtors
have successfully closed the transaction for the assets of Debtor
Columbus Castings Company ('CSC'), and are in the process of
closing the going-concern sale of the remaining Debtors (the 'CE
Star Transaction').  Through the closing of the sale, the Debtors'
wind-down expenses will be funded.  To effectuate the closing on
the CE Star Transaction, the Debtors have filed contemporaneously
herewith a Rule 9019 motion seeking to approve a settlement of
certain environmental and regulatory matters related to Debtor
Jorgensen Forge Company (the 'JFC Settlement').  Although the
Debtors' sale process has been a success, there is simply no
prospect of being able to confirm a chapter 11 plan in these cases.
Accordingly, by this Motion, the Debtors seek Court approval of
the Dismissal Order authorizing the dismissal of these chapter 11
cases under certification of counsel following the consummation of
the CE Star Transaction, and certain other conditions…  The
Debtors believe dismissal is warranted because it will provide an
orderly end to these chapter 11 cases and is in the best interest
of the Debtors' creditors and estates.  Following consummation of
the CE Star Transaction, there will be no business left to
reorganize and nothing of value left in the Debtors' estates that
would warrant the continuation of these cases.  The Debtors believe
that the alternative to dismissal --conversion of these chapter 11
cases to chapter 7 of the Bankruptcy Code -- would lead to a
negative outcome for these cases and is unwarranted because
conversion would, among other things, create additional
administrative expenses without any benefit to creditors."  The
Court scheduled a Nov. 22, 2016 hearing on the motion.

              About Constellation Enterprises

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

Constellation Enterprises LLC 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.


COSI INC: Panel Hires Deloitte FAS as Financial Advisor
-------------------------------------------------------
The Official Committee of Unsecured Creditors of Cosi, Inc., seeks
authorization from the U.S. Bankruptcy Court for the District of
Massachusetts to retain Deloitte Financial Advisory Services LLP as
financial advisor for the Committee, nunc pro tunc to October 14,
2016.

The Committee requires Deloitte FAS to:

      a. assist and advise the Committee in connection with its
identification, development, and implementation of strategies
related to the Debtors' business plan and other matters, as agreed,
relating to the restructuring of the Debtors' business operations;

      b. assist the Committee in understanding the business and
financial impact of various operational, financial, and strategic
restructuring alternatives on the Debtors;

      c. assist the Committee in understanding the Debtors' 363
sale process and go-to market approach, including the marketing
process, marketing materials, letters of interest, transaction
structure, interpretation of the due diligence process, and, as
mutually agreed, such other advisory assistance as may be requested
including but not limited to advice and recommendations related to
evaluation of bids;

      d. advise on potential alternative sale approaches, including
considering the need, or appropriateness, of the retention of an
investment banker for the Debtors;

      e. advise the Committee in connection with its negotiations
and due diligence efforts with other parties;

      f. analyze fair value estimates or other valuations prepared
by the Debtors and/or the Debtors’ advisors, if any;

      g. assist the Committee in its analysis of the Debtors'
financial restructuring process, including its review of the
Debtors' development of plans of reorganization and related
disclosure statements;

      h. provide advice and recommendations designed to assist the
Committee in its analysis regarding the refinement of Debtors' cash
management and cash flow forecasting process;

      i. assist the Committee in its review of various financial
reports prepared for submission to the applicable court, and, as
mutually agreed, such other reports that may be requested by
parties-in-interest;

      j. advise the Committee as it assesses the Debtors' executory
contracts;

      k. assist the Committee in evaluating claims asserted against
the Debtors;

      l. assist and advise the Committee in its analysis of
liquidation scenarios;

      m. advise the Committee in connection with its attendance and
participation in hearings and meetings on matters within the scope
of the Services to be performed under the Engagement Letter; and

      n. provide advice and recommendations with respect to other
related matters as the Committee may request from time to time, as
agreed to by Deloitte FAS.

Deloitte FAS will charge a flat $400 per hour billing rate for all
personnel working on this matter, regardless of classification.

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

John Doyle, managing director of the firm Deloitte Financial
Advisory Services LLP, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estates.

Deloitte FAS may be reached at:

      John Doyle
      Deloitte Financial Advisory Services LLP
      111 S. Wacker Drive
      Chicago, IL 60606
      Tel: 313-486-1000
      Fax: 312-486-1486

                     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
O'Connor Group serves 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.


CRAIG WALKER: Examiner Selling Pastel Road for $319,000
-------------------------------------------------------
C. Randel Lewis, the Examiner for the Craig J. Walker and Susan Ann
Walker, and the Walker III-Voss, LLC bankruptcy cases, asks the
U.S. Bankruptcy Court for the District of Colorado to authorize the
sale of the Debtors' 100% membership interests in 13817 Pastel
Road, LLC to Jeffrey A. Walker for $319,000.

The Debtors' assets include 100% ownership of Pastel Road, a
Colorado limited liability company owned entirely by debtor Susan
Ann Walker.  Pastel Road owns single-family, residential real
estate known as 13817 Pastel Road in Parker, Colorado.  Pastel Road
owns the property free and clear of mortgages; the Debtors' adult
son, the Buyer, paid approximately $90,000 of the initial purchase
price and he lives in the property.  The Buyer also has paid Pastel
Road regularly on two promissory notes related to the property.
Pastel Road has accumulated those funds, which total approximately
$23,000 after payment of various final expenses related to the
Property.  The Examiner is informed and believes that Pastel Road
has no third-party creditors, nor any intercompany obligations
among the Debtors' other businesses.

In order to facilitate the liquidation of estate assets, the
Examiner and the Buyer have entered into a Membership Interest
Purchase and Sale Agreement.  Under the Agreement, the Buyer will
pay $319,000 to the Debtors' estate in exchange for the 100%
membership interest in Pastel Road.  The estate will also receive
the remaining cash on hand in the Pastel Road bank account.  The
two promissory notes will be deemed paid in full as part of the
transaction.

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

          http://bankrupt.com/misc/Craig_Walker_822_Sales.pdf

The Examiner has evaluated the fair market value of the Property
and believes that the transaction with the Buyer is reasonable
given the potential for litigation concerning Buyer's initial,
purchase money equitable lien.  The Agreement will facilitate
liquidation of the estate's interest in Pastel Road, and will allow
the estate to recover net proceeds that are not otherwise
encumbered by creditors' lien claims. Although the Buyer is an
insider of the Debtors under the Bankruptcy Code, the transaction
has been negotiated at arms' length with the Examiner.  Overall,
approval of the Agreement is reasonable and appropriate under the
circumstances.

The Examiner believes that the estate's interest in Pastel Road is
not encumbered by any liens, claims, or interest, but a free and
clear sale is appropriate under Section 363(f)(2) if the holder of
a purported interest consents.

The Purchaser can be reached at:

          Jeffrey A. Walker
          13817 Pastel Road
          Parker, CO 80134
          Email: jeffreywalker14@me.com

Counsel for the Examiner:

          Theodore J. Hartl, Esq.
          John C. Smiley, Esq.
          Theodore J. Hartl, Esq.
          LINDQUIST & VENNUMLLP
          600 17th Street, Suite 1800 South
          Denver, CO, 80202-5441
          Telephone: (303) 573-5900
          Facsimile: (303) 573-1956
          Email: jsmiley@lindquist.com
                 thartl@lindquist.com

Craig J. Walker and Susan Ann Walker sought Chapter 11 protection
(Bankr. D. Colo. Case No. 15-18281) on July 24, 2015.


DAILY HAVEN: Seeks to Employ Charles Deter as Accountant
--------------------------------------------------------
Daily Haven, Inc., seeks authorization from the U.S. Bankruptcy
Court for the Northern District of Georgia to employ Charles Deter
as accountant, nunc pro tunc to August 1, 2016.

The Debtor requires Charles Deter to render services required in
connection with the Chapter 11 proceeding in accordance with the
general retainer terms and projected billing procedure.

Charles Deter will be paid at his standard rate for comparable
work, ($150.00/month, payable at $450 quarterly), plus reasonable
expenses, subject to review by the Court.

Charles Deter, a member of Deter Enterprises, LLC, assured the
Court that the he 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.

Charles Deter can be reached at:

         Charles Deter
         DETER ENTERPRISES, LLC
         10255 Industrial Boulevard NE
         Covington, GA 30014

               About Daily Haven

Daily Haven, Inc., operates a Home Health Care and Day Center for
individuals with special needs in the Conyers area.

Daily Haven, Inc. filed a chapter 11 petition (Bankr. N.D. Ga. Case
No. 16-63419) on August 1, 2016.  The petition was signed by Suzann
Maughon, owner and chief officer. The Debtor is represented by
James B. Cronon, Esq., at the Law Office of James B. Cronon, LLC.
The Debtor estimated assets and liabilities at $500,000 to $1
million at the time of the filing.


DAWSON INTERNATIONAL: Hires QAS as Pension Plan Consultants
-----------------------------------------------------------
Dawson International Investments (Kinross), Inc., a Delaware
Corporation, and its debtor-affiliates seek authorization from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Qualified Annuity Services, Inc. as pension plan
consultants, nunc pro tunc to August 1, 2016.

The Debtors require QAS to:

     a. provide consulting services relating to monitoring pension
risk transfer and annuity purchase costs;

     b. provide consulting services relating to maintaining the
participant database;

     c. provide consulting services relating to the implementation
of an annuity placement;

     d. provide consulting services relating to the annuity
selection process;

     e. provide consulting services relating to the conclusions and
recommendations for the selection of preferred annuity providers;

     f. provide ERISA (Employee Retirement Income Security Act of
1974) fiduciary services relating to the selection of an annuity
provider.

The Debtors have agreed to pay QAS the proposed compensation and
expense reimbursements in the Engagement Letter (the "Fee
Structure"):

     a. Monthly Fee: QAS shall be paid a monthly fee, beginning on
August 1, 2016, of $7,000 for consulting, annuity negotiation and
placement required in regard to a possible standard termination of
the Pension Plan.

      b. Fiduciary Service Fees: QAS shall be paid $15,000 upon the
selection of an annuity provider, as provided in the Engagement
Letter.

Upon receiving an invoice for each Monthly Fee, the Debtors shall
promptly pay 80% of such Monthly Fee and 100% of the expenses
identified by QAS (including travel and related expenses).
Additionally, upon receiving an invoice for the Fiduciary Service
Fees, if the Debtors seek and obtain Court approval to proceed with
the selection of an annuity provider, and subject to the terms and
conditions of the Engagement Letter, the Debtors shall promptly pay
80% of such fee.

Joseph B. Bellersen, Jr., president of Qualified Annuity Services,
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.

QAS may be reached at:

      Joseph B. Bellersen, Jr.
      Qualified Annuity Services
      260 Northland Boulevard, Suite 212
      Cincinnati, OH 45426-3651
      Tel: (513)772-4488
           (800)543-0868
      Fax: (513)772-4455

                    About Dawson International

Dawson International is in the cashmere business. It comprises two
trading divisions, based in the UK and the USA.  The UK division
comprises the Barrie Knitwear business, based in Hawick Scotland.
It manufactures highest quality cashmere garments at its factory in
the Scottish borders and sells to some of the world's most
prestigious couture houses, department stores and private label
retail outlets.

Based in Natick, Massachusetts, Ilion Properties, Inc.,
Dawson
International Investments (Kinross) Inc., Dawson
International
Properties, Inc., DCC USA Inc., and Dawson Luxury
Garments LLC
filed separate Chapter 11 bankruptcy petitions
(Bankr. S.D.N.Y.
Case Nos. 16-11550 to 16-11554) on May 27,
2016.  The Hon. James L. Garrity Jr. presides over the
cases.

Patrick L. Hayden, Esq., and Nathan S. Greenberg, Esq.,
at
McGUIREWOODS LLP, serve as counsel to the Debtors. 

The
Debtors estimate these assets and liabilities in
their
petition:



                                     Estimated    Estimated
                                        Assets  Liabilities
                                   -----------  -----------

Ilion Properties,
Inc.              $1MM-$10MM   $1MM-$10MM

Dawson International
Investments    $1MM-$10MM   $1MM-$10MM

Dawson International
Properties, Inc.                    $1MM-$10MM   $1MM-$10MM

DCC USA
Inc.                        $1MM-$10MM   $1MM-$10MM



The petitions were signed by David G. Cooper, president and sole
director.


DELIVERY AGENT: Committee Hires Carl Marks as Financial Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Delivery Agent,
Inc., et al., seeks authorization from the U.S. Bankruptcy Court
for the District of Delaware to employ Carl Marks Advisory Group
LLC as financial advisors, nunc pro tunc to October 3, 2016.

The Creditor's Committee requires Carl Marks to:

     (a) analyze the current financial position of the Debtors;

     (b) analyze the Debtor's internally prepared financial
statements and related documentation in order to evaluate the
performance of the Debtors as compared to the projected results on
an ongoing basis;

     (c) identify additional strategic and financial bidders for
any and all of the Debtors' assets, formulate and coordinate
solicitation of such bidders with the Debtors to encourage
participation in the sale process;

     (d) assist in evaluating the progress and supporting the sale
process;

     (e) attend and advise at meetings with the Committee, its
counsel, other financial advisors and representatives of the
Debtors;

     (f) assist and advise the Committee and its counsel in the
development, evaluation and documentation of any plan(s) of
reorganization or strategic transaction(s), or bidding procedures
including developing, structuring and negotiating the terms and
conditions of potential plan(s) or strategic transaction(s) or
bidding procedures;

     (g) introduce financing sources to the Debtors for any
refinancing or exit financing necessary;

     (h) assist in communications with the Debtors and other
constituents;

     (i) evaluate potential fraudulent conveyances, preferences,
and other instances where recovery is possible outside of the
estate;

     (j) monitor the ongoing performance of the Debtors, keeping
the Committee informed and represent the Committee's interest with
the intention to maximize recovery for the unsecured creditors;

     (k) render testimony in connection with procedures (a) through
(j), as required, on behalf of the Committee; and,

     (l) perform other tasks and duties related to the engagement
as are directed by the Committee and reasonably acceptable to Carl
Marks.

Carl Marks will be paid in a form of a monthly fee at (i) $60,000
per month for the first two monthly periods of the engagement
followed by (ii) $45,000 per month for each subsequently monthly
period thereafter in which financial advisory service are to be
provided.

Carl Marks will also be due a success fee upon (i) the substantial
consummation of a chapter 11 plan of reorganization, liquidation or
otherwise in the Debtors' chapter 11 cases, or (ii) a sale of
substantially all of the assets of the Debtors pursuant to section
363 of the Bankruptcy Code.  The Success Fee will be in the amount
equal to 4.0% of any and all value provided which is above any
approved stalking horse bid value.  Under the agreement with Carl
Marks, Richard Mgrdechian, an independent contractor and consultant
to Carl Marks, will be compensated $15,000 for the first two months
and $12,000 each month thereafter, and will be paid 25% of any
Success Fee earned.

Christopher K. Wu, partner at Carl Marks, 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.

Carl Marks can be reached at:

         Christopher K. Wu
         CARL MARKS ADVISORY GROUP LLC
         900 Third Avenue, 33rd Floor
         New York, NY 10022-4775
         Email: cwu@carlmarks.com

              About Delivery Agent

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

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

The cases are assigned to Judge Laurie Selber Silverstein.

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

Andrew R. Vara, the Acting U.S. Trustee for Region 3, on Sept. 29
appointed seven creditors of Delivery Agent, Inc., to serve on the
official committee of unsecured creditors.


DELIVERY AGENT: Committee Hires Pepper Hamilton as Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Delivery Agent,
Inc., et al., seeks authorization from the U.S. Bankruptcy Court
for the District of Delaware to employ Pepper Hamilton LLP as
counsel, nunc pro tunc to September 29, 2016.

The Creditor's Committee requires Pepper Hamilton to:

     (a) advise the Committee with respect to its rights, duties
and powers in the cases;

     (b) assist and advise the Committee in its consultations with
the Debtors relating to the administration of the cases;

     (c) assist the Committee in analyzing the claims of the
Debtors' creditors and the Debtors' capital structure and in
negotiating with the holders of claims and, if appropriate, equity
interests;

     (d) assist the Committee's investigation of the facts,
conduct, assets, liabilities and financial condition of the Debtors
and other parties involved with the Debtors, and the operation of
the Debtors' businesses;

     (e) assist the Committee in its analysis of, and negotiations
with the Debtors or any other third parties concerning matters
related to, among other things, the assumption or rejection of
certain leases of non-residential real property and executory
contracts, asset dispositions, financing transactions and the terms
of a plan of reorganization or liquidation for the Debtors;

     (f) assist and advise the Committee as to its communications,
if any, to the general creditor body regarding significant matters
of the case;

     (g) represent the Committee at all hearings and other
proceedings;

     (h) review, analyze, and advise the Committee with respect to
applications, orders, statements of operations and schedules filed
with the Court;

     (i) assist the Committee in preparing pleadings and
applications as may be necessary in furtherance of the Committee's
interests and objectives; and,

     (j) perform such other services as may be required and which
are deemed to be in the interests of the Committee in accordance
with the Committee's powers and duties as set forth in the
Bankruptcy Code.

Pepper Hamilton professionals will be paid at these hourly rates:

      David B. Stratton              $815.00
      David M. Fournier              $745.00
      Michael Custer                 $465.00
      Lesley S. Welwarth             $355.00
      Monica A. Molitor              $275.00
      Rebecca S. Hudson              $230.00

Pepper Hamilton will also be reimbursed for all expenses it
incurred in connection with its representation of the Debtor.

Pepper Hamilton has not received a retainer.

David M. Fournier, Esq., a partner of Pepper Hamilton, 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.

Pepper Hamilton attorneys can be reached at:

         David M. Fournier, Esq.
         David B. Stratton, Esq.
         Michael J. Custer, Esq.
         Lesley L. Welwarth, Esq.
         PEPPER HAMILTON LLP
         Hercules Plaza, Suite 5100
         1313 N. Market Street
         Wilmington, DE 19801
         Phone: 302.777.6565
         Fax: 302.421.8390
         Email: fournierd@pepperlaw.com
                strattond@pepperlaw.com
                custerm@pepperlaw.com
                welwarthl@pepperlaw.com

Pepper Hamilton paralegals can be reached at:

         Monica Molitor
         Senior Paralegal
         PEPPER HAMILTON LLP
         Hercules Plaza, Suite 5100
         1313 N. Market Street
         Wilmington, DE 19801
         Tel: 302.777.6590
         Fax: 302.421.8390
         Email: molitorm@pepperlaw.com

            -- and --

         Rebecca S. Hudson
         Paralegal
         PEPPER HAMILTON LLP
         Hercules Plaza, Suite 5100
         1313 N. Market Street
         Wilmington, DE 19801
         Tel: 302.777.6594
         Fax: 302.421.8390
         Email: hudsonr@pepperlaw.com

             About Delivery Agent

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

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

The cases are assigned to Judge Laurie Selber Silverstein.

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

Andrew R. Vara, the Acting U.S. Trustee for Region 3, on Sept. 29
appointed seven creditors of Delivery Agent, Inc., to serve on the
official committee of unsecured creditors.


DELIVERY AGENT: Hires BDO USA as Accountant
-------------------------------------------
Delivery Agent, Inc., and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ BDO USA, LLP as accountant, nunc pro tunc to September 15,
2016.

The Debtors require BDO USA to:

    (a) prepare the following tax returns for Delivery Agent Inc.
and its subsidiaries:

       (i)  Form 120: ArizonaCorporateIncomeTaxReturn
       (ii) Form 100: California Corporation Franchise or Income
Tax Return
       (iii) Form CT-3-A: New York General Business Corporation
Franchise Tax Return
       (iv) Form CT-3M/4M: New York General Business Corporation
MTA Surcharge Return
       (v) Form NYC-2A: New York City General Corporation Tax;

    (b) prepare the following tax returns for Delivery Agent,
Inc.:
            
       (i) Form 112: Colorado C Corporation Income Tax   Return    
      
       (ii) Form IT-20:Indiana Corporation Income Tax Return
       (iii) Form 720: Kentucky Corporation Income Tax and LLET
Return
       (iv)Form 500:Maryland Corporation Income Tax Return 
     
(v) Form CD-405: North Carolina C Corporation Tax Return
       (vi)Form RCT-101:Pennsylvania Corporation Tax Report
       (vi)Form 500: Virginia Corporation Income Tax Return;

    (c) prepare additional tax returns as requested by the
Debtors;and

    (d) perform consultations on accounting matters, including
bankruptcy accounting matters.

    (e) BDO USA may provide other consulting, advice, research,
planning, and analysis related to the Services, consistent with the
EngagementLetter, as may be requested from time to time by the
Debtors

In lieu of an hourly fee structure, BDO USA and the  Debtors have
negotiated a flat fee schedule totaling $24,000.

Charges for additional tax returns not covered by the Tax Return
Payment shall be billed as follows:

      $3,000 for each additional federal pro forma return,
      $2,000 for each additional unitary state return and
      $2,000 for each non-unitary state return

Any charges for services that are outside the scope of services to
be provided by BDO USA in connection with the Tax Return Payment or
the Additional Tax Return Charges, including, but not limited  to,
consultations in connection with accounting matters,bankruptcy
matters,and stub period tax returns(the "Additional Accounting
Services Charges") will be made at  BDO USA's  agreed upon and
customary hourly rates, asset forth in the following schedule:

      Partners/Director               $550-$650
      Senior Manager/Manager          $400-$550
      Senior Associate                $250-$400
      Associate                       $175

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

Elliot Binder, managing partner of BDO USA, LLP, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

BDO USA may be reached at:

       Elliot Binder
       BDO USA, LLP
       50 W San Fernando St., Suite 200
       San Jose, CA 95113
       Tel: 408-278-0220
       Fax: 408-278-0230

                About Delivery Agent



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



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



The cases are assigned to Judge Laurie Selber Silverstein.



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



Andrew R. Vara, the Acting U.S. Trustee for Region 3, on
Sept. 29 appointed seven creditors of Delivery Agent, Inc., to
serve on the official committee of unsecured creditors.


DIRECTBUY HOLDINGS: Has Interim Approval to Use Cash Collateral
---------------------------------------------------------------
Judge Christopher S. Sontchi on Nov. 4, 2016, entered an interim
order authorizing DirectBuy Holdings, Inc. and its affiliated
debtors to use cash collateral pending a final hearing on the
Debtors' motion.

The Debtors are authorized to use cash collateral on an interim
basis for (i) working capital purposes; (ii) other general
corporate purposes; and (ii) the satisfaction of the costs and
expenses of administering the Chapter 11 cases in accordance with
the approved budget.

The final hearing is scheduled for Nov. 28, 2016 at 1:00 p.m.
prevailing Eastern Time.

Pursuant to a Senior Secured Notes Indenture, among DirectBuy
Holdings, Inc., as issuer and each of the Debtors as guarantors,
and The Bank of New York Mellon Trust Company, N.A. as trustee and
collateral agent, DirectBuy Holdings issued 12% Senior Secured
Notes due 2017 in the aggregate principal amount of $335 million.

U.S. Bank, as prepetition collateral agent, has a security interest
in substantially all of their assets, including, without
limitation, investment property and general intangibles, except for
leasehold interests, cash and cash equivalents for merchandise
deposits, and membership fees by the Debtors.  The Debtors were
indebted to the Pre-Petition Secured Parties in the approximate
amount of $144,678,184 as of the bankruptcy filing.

As adequate protection, U.S. Bank is granted:

     (1) allowed superpriority administrative expense claims;

     (2) valid, binding, continuing, enforceable, fully-perfected,
non-voidable first priority liens on and security interests in all
prepetition and post-petition acquired property and assets of the
Debtors;

     (3) payment of all outstanding prepetition and postpetition
reasonable and documented fees and expenses incurred by counsel to
the Prepetition Collateral Agent and counsel to certain Prepetition
Noteholders; and

     (4) reporting and budget compliance.

A copy of the Interim Order dated Nov. 4, 2016, is available at:

  http://bankrupt.com/misc/deb16-12435_46_Cash_Ord_Directbuy.pdf

A copy of the Debtors' 13-week cash flow projections for the week
ending Jan. 27, 2017, is available at:

  http://bankrupt.com/misc/deb16-12435_46_Budget_Directbuy.pdf

                    About DirectBuy Holdings

DirectBuy Holdings, Inc., United Consumers Club, Incorporated,
DirectBuy, Inc., Beta Finance Company, Inc., UCC Distribution,
Inc., U.C.C. Trading Corporation, National Management Corporation,
and UCC of Canada, Inc., each filed chapter 11 petitions (Bankr.
D.
Del. Lead Case No. 16-12435) on November 1, 2016.  The Debtors are
represented by Marion M. Quirk, Esq., Nicholas J. Brannick, Esq.,
Michael D. Sirota, Esq., Ilana Volkov, Esq., Felice R. Yudkin,
Esq., at Cole Schotz P.C.  The Debtors' corporate headquarters is
located at 8450 Broadway, Merrilville, IN 46410.  



DOOR TO DOOR: Wants $1-Mil. DIP Loan from Bennet Dorrance Trust
---------------------------------------------------------------
Door to Door Storage, Inc., asks the U.S. Bankruptcy Court for the
Western District of Washington for authorization to use cash
collateral, as well as to approve a post-petition loan facility
from the Bennett Dorrance Trust Dated April 21, 1989, as Amended.

The Debtor leases over 400,000 square feet of space across its 9
leased facilities and stores customers' containers in those leased
facilities.  The leased facilities are located in Seattle, Austin,
Boston, Chicago, Los Angeles North, Los Angeles Metro, San Diego,
San Francisco, and Washington D.C.  More than 6,600 of the Debtor's
customers' storage is placed in the Leased Facility Storage.

The Debtor operates out of 10 co-locations under a Master Services
Agreement with Graebel Companies, Inc., paying Graebel Companies
for storage space on a per square foot basis with addition per
touch service fees.  The Co-Location Storage houses the containers
of approximately 1,400 of the Debtor's customers.

The Debtor also maintains storage capability through relationships
with approximately 30 active affiliate-operated locations
nationwide.  In these locations, a third-party affiliate owns and
maintains space in which the Debtor contracts to store customer
containers and some of its empty containers.  The Debtor currently
stores the goods of approximately 150 customers in the Branch
Affiliate Storage Locations.

The Debtor owes JP Morgan Chase approximately $4 million secured by
a first position security interest in virtually all of the Debtor's
assets.  The Debtor contends that the loan has not matured and that
all scheduled payments have been made when due.

Pacific Office Automation asserts security interests in the
Debtor's equipment and software.  CB Luna Industrial No. 4, Ltd.
asserted a security interest in a real property lease, which was
terminated as of October 31, 2016.

The Debtor  relates that without the use of cash collateral, it
will be unable to pay its ongoing operating expenses, including
payroll, and will be unable to continue ongoing business
operations.

The Debtor proposes to grant the Secured Parties, specifically JP
Morgan Chase, with liens in assets of the same kind, type, and
nature as the pre-petition collateral in which such Secured Party
held a lien that is acquired after the Petition Date, and all
proceeds of the post-petition collateral.  The Debtor further
proposes to grant all obligations subject to the post-petition
liens with priority in payment over all other administrative
expenses of the estate other than the Professional Fund, to the
extent that the post-petition liens are insufficient to compensate
the Secured Creditors for any diminution in the value of their
interests as a result of the Debtor's use of cash collateral.

The Professional Fund, which is included in the Debtor's proposed
Budget, provides for the payment of the post-petition, allowed fees
and costs of all professionals retained in the Chapter 11 case,
whether by the Debtor or an unsecured creditors committee, if one
is formed.

The Debtor tells the Court that in addition to the use of cash
collateral, it is necessary for it to borrow funds on a
postpetition basis in order to meet the projected expenditures as
set forth in its proposed Budget.

The material terms, among others, of the DIP Loan from The Bennet
Dorrance Trust are:

     (1) Loan Amount: $1,000,000, of which $150,000 is earmarked
for retention payments to the Debtor’s employees, to the extent
approved by the Court.

     (2) Maturity Date: Earlier of:

          (a) December 31, 2017;

          (b) confirmation of Debtor’s Chapter 11 Plan;

          (c) sale of all or substantially all of the Borrower’s
assets;

          (d) appointment of a Trustee in this Case; or

          (e) conversion of the case to a case under Chapter 7.

     (3) Interest Rate: 5% per annum, paid monthly in arrears.

     (4) Fees: None

     (5) Collateral: Security interest in the Debtor’s assets
junior to the security interest of JP Morgan Chase, including any
adequate protection liens granted JP Morgan Chase in connection
with proposed use of cash collateral.

A full-text copy of the Debtor's Motion, dated Nov. 7, 2016, is
available at
http://bankrupt.com/misc/DoortoDoorStorage2016_1615618cma_4.pdf

Door to Door Storage, Inc. is represented by:

          Armand J. Kornfeld, Esq.
          BUSH KORNFELD LLP
          601 Union St., Suite 5000
          Seattle, WA 98101-2373
          Telephone: (206) 292-2110

               About Door to Door Storage

Door to Door Storage, Inc., filed a chapter 11 petition (Bankr.
W.D. Wash. Case No. 16-15618-CMA) on Nov. 7, 2016.  The Debtor is
represented by Armand J. Kornfeld, Esq., at Bush Kornfeld, LLP.

Headquartered in Kent, Washington, the Debtor is in the business of
providing nationwide portable, containerized storage services in
approximately 50 locations across the United States to
approximately 8,200 customers and has 56 employees.  While the
Debtor has historically provided moving services, as well, it
recently took steps to discontinue its moving services due to
uncontrollable tariff increases that rendered that segment of its
business no longer viable.  The Debtor has filed its case in order
to complete an operational restructure around its core locations
followed by an anticipated proposed Plan of Reorganization.


EASTMAN KODAK: Moody's Affirms B3 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed Eastman Kodak Company's B3
Corporate Family Rating ("CFR") and downgraded the rating on its
first lien senior secured term loan to B2 from B1, upon the
company's announcement that it reached an agreement with a group of
investors to sell $200 million in preferred shares, the proceeds of
which along with balance sheet cash will be used to redeem in full,
the company's second lien term loan. Moody's also affirmed Kodak's
SGL-2 liquidity rating indicating good liquidity. The rating
outlook is stable. At the closing of the transaction, Moody's will
withdraw the ratings on the second lien term loan.

Moody's anticipates that the transaction will reduce Kodak's funded
debt by about $262 million, and will lead to about $17 million in
annualized cash interest savings (assuming that the preferred
dividends are paid in cash). Moody's views the preferred equity
investment by the investor consortium to have certain debt-like
characteristics. Dividends will accrue and accumulate at a rate of
5.5% and are payable in cash. The preferred stock is mandatorily
redeemable at 5 years in cash, although the company has the option
to convert the preferred stock into common after two years if
common stock trades at a 125% premium to the conversion price for a
45-day period in any 60-day window. Moody's believes that Kodak
will look to fund the redemption with debt-funded cash to avoid
significant equity dilution, which could be up to 21% of the
company's shares.

RATINGS RATIONALE

The B3 CFR continues to reflect concerns about the success of the
company's turnaround efforts, as new products and services have not
yet replaced the revenue and cash flow contribution from the past
declines in Kodak's entertainment imaging and consumer inkjet
businesses. There is also significant uncertainty as to the timing
of and proceeds from any potential sale of its Prosper product
line, which was previously counted on to provide a platform for
long term growth.

The turnaround prospects are also clouded by the long-term
challenges amid fierce price pressure and the ongoing decline of
printed pages. There is also limited visibility as to whether the
company's efforts to stabilize its operations and to reduce expense
will stem a further weakening of its financial condition.

Moody's estimates Kodak's adjusted debt + preferred stock/EBITDA
leverage to be in the high single digits by the end of fiscal year
2016, as it has not achieved sufficient EBITDA growth to delever,
while the high net pension liabilities weigh on adjusted debt.

The downgrade of the first lien senior secured term loan is driven
by the elimination of the loss absorption that the second lien term
loan provided to the first lien senior secured creditor class,
which also ranks behind the asset-based liquidity ("ABL") revolver
lenders. Although the overall debt capital structure benefits from
a substitution of the new preferred equity instrument for the
second lien term loan, the ratings for the debt instruments reflect
both the overall probability of default of Kodak, at B3-PD, and the
average loss recovery for the company. The B2 rating on the $402
million first lien senior secured term loan reflects its priority
lien on all property and assets (excluding current assets) and a
second priority lien on all current assets securing Kodak's $150
million ABL revolver. The rating incorporates a one notch downward
override from the loss given default template implied rating,
reflecting the uncertainty as to the amount and treatment of the
pension underfundings in a possible default scenario.

Kodak's liquidity rating of SGL-2 reflects Moody's view of the
company's expected good liquidity position over the next 12 to 18
months. This is supported by high cash balances - $513 million at
June 30, 2016, although $240 million of that total was held
overseas, and about $62 million of the cash balances will be used
to redeem the second lien term loan. The cash balances should
support working capital swings along with expectations of modest
free cash flow in 2017. The company has a $150 million ABL revolver
(unrated). The ABL revolver had about $30 million of net
availability as of June 30, 2016 and the company had outstanding
letters of credit of $118 million.

The stable outlook reflects Moody's expectation that Kodak's
operating performance will continue improving despite the prospect
for further revenue declines in 2016 from legacy units.

To be upgraded, Kodak will need to generate revenue and
profitability growth, with healthy conversion to free cash flow and
EBIT margins sustained above 4%. The company will also need to
improve credit metrics such that adjusted debt + preferred
stock/EBITDA falls below 5.0 times on a consistent basis. Kodak's
ratings could be downgraded if further execution of its turnaround
plan is not successful or its new product initiatives do not gain
traction resulting in further deterioration in revenues,
profitability, cash flow or liquidity.

The following are the rating actions:

   -- First lien senior secured term loan -- Downgraded to B2
      (LGD 3) from B1 (LGD 2)

   -- Corporate Family Rating -- Affirmed B3

   -- Probability of Default Rating -- Affirmed B3-PD

   -- Speculative Grade Liquidity -- Affirmed SGL-2

   -- The rating outlook is stable

Eastman Kodak Company, based in Rochester, NY, provides printing
and imaging technology products and services to commercial
printing, digital printing, packaging and entertainment imaging
markets.

The principal methodology used in these ratings was Diversified
Technology Rating Methodology published in December 2015.


ECLIPSE RESOURCES: Incurs $26.8 Million Net Loss in Third Quarter
-----------------------------------------------------------------
Eclipse Resources Corporation filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $26.80 million on $54.47 million of total revenues
for the three months ended Sept. 30, 2016, compared to a net loss
of $81.46 million on $71.17 million of total revenues for the three
months ended Sept. 30, 2015.

For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $140.49 million on $151.15 million of total revenues
compared to a net loss of $157.54 million on $189.43 million of
total revenues for the same period during the prior year.

As of Sept. 30, 2016, Eclipse Resources had $1.20 billion in total
assets, $593.65 million in total liabilities and $609.33 million in
total stockholders' equity.

"As of September 30, 2016, we were in compliance with all of our
debt covenants under the Credit Agreement governing our Revolving
Credit Facility and the Indenture governing our 8.875% Senior
Unsecured Notes due 2023.  Further, based on our current forecast
and activity levels, we expect to remain in compliance with all
such debt covenants for the next twelve months.  However, if oil
and natural gas prices remain at current levels for longer than we
expect, or fall to lower levels, we are likely to generate lower
operating cash flows, which would make it more difficult for us to
remain in compliance with all of our debt covenants, including
requirements with respect to working capital and interest coverage
ratios.  This could negatively impact our ability to maintain
sufficient liquidity and access to capital resources."

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

                     https://is.gd/BTEPhf

                    About Eclipse Resources

Eclipse Resources Corporation is an independent exploration and
production company engaged in the acquisition and development of
oil and natural gas properties in the Appalachian Basin.  As of
Dec. 31, 2015, the Company had assembled an acreage position
approximating 220,000 net acres in Eastern Ohio.

The Company reported a net loss of $971 million in 2015, a net loss
of $183 million in 2014 and a net loss of $43.5 million in 2013.

                         *   *    *

As reported by the TCR on July 11, 2016, Moody's Investors Service
upgraded Eclipse Resources Corporation's Corporate Family Rating
(CFR) to Caa1 from Caa2 and Probability of Default Rating to
Caa1-PD from Caa2-PD.  "The upgrade to Caa1 reflects Eclipse's
improved liquidity and good visibility to fund a more robust
drilling program through 2017 than we had previously anticipated,
largely the result of $123 million in proceeds raised from its
equity issuance.  With considerable cash balances and improving
cash margins on its production, Eclipse is poised to return to a
production growth trajectory that should allow for meaningful
deleveraging," noted John Thieroff, Moody's VP-Senior Analyst.

In June 2016, S&P Global Ratings raised its corporate credit rating
on State College, Pa.-based Eclipse Resources Inc. to 'CCC+' from
'CC'.  "The rating action reflects our opinion that Eclipse is
unlikely to pursue further distressed debt transactions given the
lack of bondholders' appetite for a distressed exchange--as
demonstrated by the early termination of the company's exchange
offer in February--and the increase in its bond price over the past
three months," said S&P Global Ratings credit analyst Christine
Besset.


EMES PROPERTIES: Seeks to Employ Linda Leali as Attorney
--------------------------------------------------------
Emes Properties LLC seeks authorization from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Linda Leali,
Esq., and the law firm of Linda Leali P.A. as attorney, nunc pro
tunc to September 26, 2016.

The Debtor requires Linda Leali to:

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

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

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

     (d) protect the interest of the Debtor in all matters pending
before the Court; and,

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

Linda Leali professioanls will be paid at these hourly rates:

         Linda Leali            $400.00
         Frank Eaton            $400.00
         Associate              $275.00

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

Prior to the September 26, 2016 petition date, a fee advance in the
amount of $6,000 and a cost deposit in the amount of $1,717 was
paid to Linda Leali, P.A. from Gideon Gratsani, the managing member
of the entity that owns the Debtor.

Linda Leali, Esq., the attorney at law of the Firm, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Linda Leali can be reached at:

         Linda Leali, Esq.
         LINDA LEALI P.A.
         777 Brikell Avenue, Suite 500
         Miami, FL 33131
         Tel.: (305) 341-0671
         Fax: (786) 294-6671
         Email: lleali@lealilaw.com

             About Emes Properties LLC

Emes Properties LLC filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No.: 16-23124) on September 26, 2016, and is represented by
Linda M Leali, Esq., in Miami, Florida.

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

The petition was signed by Gideon Gratsiani, member.

The Debtor has no unsecured creditor.

A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/flsb16-23124.pdf


ERICKSON INC: S&P Lowers Rating to 'D' on Chapter 11 Filing
-----------------------------------------------------------
S&P Global Ratings said that it has downgraded Erickson Inc. to 'D'
from 'CCC-' and removed all of its ratings on the company from
CreditWatch, where they were placed with negative implications on
Nov. 8, 2016.

At the same time, S&P lowered its issue-level rating on the
company's second-lien senior secured notes to 'D' from 'CCC-'.  The
'4' recovery rating remains unchanged, indicating S&P's expectation
for average (30%-50%; upper half of the range) recovery in a
payment default scenario.

"The 'D' rating reflects Erickson's Chapter 11 bankruptcy filing,"
said S&P Global credit analyst Jeff Ward. "Erickson plans to
continue to operate while it develops a reorganization plan and
expects that it will emerge from bankruptcy in 2017."

"We are not revising our recovery rating on the company's
second-lien senior secured notes at this time because we do not yet
have all of the necessary information about the company's planned
bankruptcy debt capital structure.  However, the company has stated
that it is seeking $180 million of debtor-in-possession financing.
The company also expects to enter into a creditor support agreement
with certain of its existing lenders that would provide it with
approximately $60 million in new financing.  This additional debt
could weaken the recovery prospects for Erickson's second-lien
notes and may lead us to revise our recovery rating when we receive
sufficient information to complete our analysis," S&P said.



ESCALERA RESOURCES: Committee Seeks Ch. 11 Trustee Appointment
--------------------------------------------------------------
BankruptcyData.com reported that Escalera Resources' official
committee of unsecured filed with the U.S. Bankruptcy Court a
motion seeking the appointment of a Chapter 11 trustee. The motion
explains, "In this case, the appointment of a trustee is warranted
and in the best interest of creditors because there has been no
progress made towards any resolution of the case.  By a simple
review of the docket, one can ascertain that no progress has been
made.  The Debtor has not filed a Plan, a motion to sell its assets
or establish a sale process, an application to employ an investment
banker to assist in a sale process or any other pleading which
would give any indication that the Debtor has any plan to
re-organize or for any other disposition of the case.  The Debtor
has lost millions of dollars during its bankruptcy case and
continues to lose money each month. The Debtor's delay in putting
together a plan or making a decision on the direction of its case
is harmful and is detrimental to creditors.  When this case was
filed, the Debtor had a term sheet for a plan and told the court
and parties in interest that it planned to exit in bankruptcy
within 90 days.  After the initial plan lost the support of the
Debtor's lender, the Debtor has failed to make any progress and has
not been able to move forward in any direction at all.  If a
trustee were to be appointed, a trustee could evaluate the options
for the estate and make a decision as to the best course of action
going forward so that some progress could be made.  The stagnation
and lack of progress is harmful to creditors and benefits no one."

                    About Escalera Resources

Headquartered in Denver, Colorado, Escalera Resources Co. (OTCMKTS:
ESCRQ) is an independent energy company engaged in the exploration,
development, production and sale of natural gas and crude oil,
primarily in the Rocky Mountain basins of the western United
States.  Escalera was incorporated in Wyoming in 1972 and
reincorporated in Maryland in 2001.  As of October 2015, the
Company had 22 employees, none of whom are subject to a collective
bargaining agreement.

Escalera has approximately 14,300,000 shares of common stock symbol
"ESCR") and 1,610,000 shares of Series A Cumulative Preferred Stock
(symbol "ESCRP") outstanding.

Escalera Resources filed for Chapter 11 bankruptcy protection
(Bankr. D. Colo. Case No. 22395) on Nov. 5, 2015.  Adam Fenster,
the chief financial officer, signed the petition.  Judge Thomas B.
McNamara is assigned to the case.

The Debtor listed total assets of $97.7 million and total
liabilities of $67.7 million as of June 30, 2015.  

On Dec. 15, 2015 the Debtor won approval to employ Onsager |
Guyerson | Fletcher | Johnson ("OGFJ"), as bankruptcy counsel.
Three other professionals were approved by the Court: (i) on Jan.
19, 2016, Hein & Associates, LLP, as accountants for Debtor; (ii)
on Jan. 19, Lindquist & Vennum LLP, as special counsel for the
Debtor in connection with the Humphrey Litigation; and (iii) on
Jan. 28, Jones & Keller, P.C., as special counsel for the Debtor
for general corporate and securities matters.


ESPLANADE HL: Has Until Nov. 27 to Use First Midwest Cash
---------------------------------------------------------
Judge Carol A. Doyle of the U.S. Bankruptcy Court for the Northern
District of Illinois authorized 171 W. Belvidere Road, LLC,
Esplanade HL, LLC, 2380 Esplanade Drive, LLC and 9501 W. 144th
Place, LLC,  to use First Midwest Bank's cash collateral through
Nov. 27, 2016.

The approved Budget covers the period from Nov. 7 through Nov. 27,
2016, and projects total expenses of $20,607 for Belvidere, $25,000
for Esplanade HL, $32,640 for Esplanade Drive, and $49,892 for 9501
W. 144th Place.

First Midwest Bank was granted replacement liens on the prepetition
collateral, of the same priority as set forth in the prepetition
security documents, subject to the payment of the U.S. Trustee's
fees and payment of all expenses in the Debtors' proposed Budget.

Judge Doyle directed the tenants of each of the Debtors' respective
properties to pay rent, including, but not limited to, the rents
due November 1, 2016, as follows:

     (a) Belvidere tenants will pay rents to the Belvidere;

     (b) Esplanade HL will pay rents to the Esplanade HL;      
                       
     (c) Esplanade Drive tenants will pay rents to Esplanade; and  
          

     (d) 9501 W. 144th Place tenants will pay rents to 9501 W.
144th Place.    

An interim hearing on the use of cash collateral is continued until
Nov. 30, 2016 at 10:30 a.m.

A full-text copy of the Second Interim Order, entered on November
8, 2016, is available at http://tinyurl.com/pgza47b


                       About Esplanade HL

Esplanade HL, LLC, 2380 Esplanade Drive, LLC, 9501 W. 144th Place,
LLC, and 171 W. Belvedere Road, and LLC, Big Rock Ranch, LLC each
filed chapter 11 petitions (Bankr. N.D. Ill. Case Nos. 16-33008,
16-33010, 16-33011, 16-33013, and 16-33015,respectively) on October
17, 2016.  The petitions were signed by William Vander Velde III,
sole member and manager.

The Debtors are represented by Harold D. Israel, Esq. and Sean P.
Williams, Esq., at Goldstein & McClintock, LLLP.  Esplanade HL's
case is assigned to Judge Carol A. Doyle.  2380 Esplanade Drive's
case is assigned to Judge Donald R Cassling.  9501 W. 144th Place's
case is assigned to Judge Timothy A. Barnes.  171 W. Belvidere
Road, LLC's case is assigned to Judge Janet S. Baer. Big Rock
Ranch's case is assigned to Judge Deborah L. Thorne.  The Debtors
have requested the joint administration of their cases.

Big Rock Ranch estimated assets at $500,000 to $1 million and
liabilities at $100,000 to $500,000.  All the other Debtors
estimated assets and liabilities at $1 million to $10 million.


EVANS & SUTHERLAND: Posts $561,000 Net Income for Third Quarter
---------------------------------------------------------------
Evans & Sutherland Computer Corporation filed with the Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income of $561,000 on $10.30 million of sales for
the three months ended Sept. 30, 2016, compared to net income of
$921,000 on $9.37 million of sales for the three months ended
Oct. 2, 2015.

For the nine months ended Sept. 30, 2016, Evans & Sutherland
reported a net loss of $172,000 on $23.47 million of sales compared
to a net loss of $1.67 million on $27.66 million of sales for the
nine months ended Oct. 2, 2015.

As of Sept. 30, 2016, Evans & Sutherland had $24.67 million in
total assets, $25.37 million in total liabilities and a total
stockholders' deficit of $693,000.

"[W]e have made significant progress in our effort to reverse our
long history of operating losses.  We believe that the termination
of the Pension Plan together with the settlement of the underlying
pension liabilities achieved our goal of reducing our obligations
to levels that allow the business to be viable.  As a result, we
believe existing liquidity resources and funds generated from
forecasted revenue will be sufficient to meet our current and
long-term obligations.  We continue to operate in a rapidly
evolving and often unpredictable business environment that may
change the timing or amount of expected future cash receipts and
expenditures."

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

                     https://is.gd/AJsYee

                    About Evans & Sutherland

Salt Lake City, Utah-based Evans & Sutherland Computer Corporation
in conjunction with its wholly owned subsidiary, Spitz Inc.,
creates innovative digital planetarium systems and cutting-edge,
fulldome show content.  E&S has developed Digistar 5, the world's
leading digital planetarium with fulldome video playback, real-
time computer graphics, and a complete 3D digital astronomy
package fully integrated into a single theater system.  This
technology allows audiences to be immersed in full-color, 3D
computer-generated interactive worlds.  As a full-service system
provider, E&S also offers Spitz domes, hybrid planetarium systems
integrated with Digistar and a full range of theater systems from
audio and lighting to theater automation.  E&S markets include
planetariums, science centers, themed attraction venues, and
premium large-format theaters.  E&S products have been installed
in over 1,300 theaters worldwide.

Evans & Sutherland reported a net loss of $1.27 million on $35.3
million of sales for the year ended Dec. 31, 2015, compared to a
net loss of $1.30 million on $26.5 million of sales for the year
ended Dec. 31, 2014.


EVOSHIELD LLC: Selling All Assets to Wilson for $7.9M
-----------------------------------------------------
EvoShield, LLC, asks the U.S. Bankruptcy Court for the Middle
District of Georgia to authorize the sale of substantially all
assets to Wilson Sporting Goods Co. for $7,982,000.

The Debtor retained an investment banker and conducted an extensive
process for offering for sale EvoShield's assets to interested
parties during 2016.  Initially, approximately 80 institutional,
strategic and individual investors were contacted and encouraged to
make an offer for the assets.  Of the offers received in the
initial process EvoShield received two offers deemed by the Board
of Directors to be of superior value.

One such offer was an offer to acquire the assets of EvoShield for
$14,000,000 million, subject to a 30-day due diligence process.
The other offer came from Dugout Ventures, LLC ("DV"), the
Respondent and the current and only secured creditor of EvoShield,
and contained an offer to acquire the equity of EvoShield at an
enterprise value of $18,500,000, provided DV could effect the
merger of EvoShield into another company in which DV claimed to
hold 24% equity interest.  Unfortunately, notwithstanding granting
multiple extensions to DV to affect the merger, DV could not close
the merger despite having nearly 75 days to do so.

EvoShield negotiated an amended loan agreement with DV that gave DV
one more opportunity to complete its merger.  The amended loan
agreement was signed on Sept. 6, 2016, and set forth in a Master
Debt Restructuring and Amendment Agreement ("Restructuring
Agreement").  The Restructuring Agreement gave DV one more
opportunity to complete the proposed merger with the third-party
company in which it held a 24% interest.  DV also agreed not to
foreclose on the Company if the merger did not happen, but instead
mandated that the Company be sold through a second controlled
investment-banker-led auction process whereby multiple potential
bidders would be solicited by the Consensus Companies, provided
with updated due diligence materials and a draft Asset Purchase
Agreement.  The terms of the Restructuring Agreement allowed the
second process to continue so long as at least one executable Asset
Purchase Agreement was received by Oct. 21, 2016 in an amount
greater than all amounts due and owing to DV, provided that the
best such offer was closed by Oct. 31, 2016 – the last date on
which DV would allow its funds to be available to EvoShield.

The second auction process was required under the terms of the
Restructuring Agreement if EvoShield wanted to avoid foreclosure
and, as required under EvoShield's Operating Agreement was
authorized by the Board of Directors and had received the consent
of its members to the prescribed process after notice.  The only
offer that substantially conformed to the approved auction process
was the offer made by Wilson on October 20.  Between submission of
its offer on October 20 and execution of the definitive agreement
on Oct. 26, 2016, Wilson, after further negotiations, provided
additional consideration of $1,919,000 consisting of $1,200,000 in
cash, approximately $369,000 in the assumption of sales commissions
and $350,000 in non-compete payments consisting of $250,000 to
EvoShield's President, Mike Van Alstyne and $100,000 to EvoShield's
Chief Financial Officer, Russ Allen.

On Oct. 26, 2016, the Debtor and the Buyer entered into an Asset
Purchase Agreement ("Wilson APA").  Under the terms of the Wilson
APA, Wilson agreed to purchase substantially all the assets of
EvoShield at a closing stipulated to occur no later than Nov. 15,
2016.

A copy of the Wilson APA attached to the Motion is available for
free at:

          http://bankrupt.com/misc/EvoShield_LLC_8_Sales.pdf

The value of the Wilson APA to Debtor is in excess of $11,000,000.
Specifically, under the terms of the Wilson APA Wilson is paying a
cash purchase price of $7,982,000, $782,000 of which is to be
deposited with a Tax Escrow Agent for payment of taxes pursuant to
a Tax Payment Agreement.  In addition to the purchase price, Wilson
is assuming certain Assumed Liabilities.  The Assumed Liabilities
is a total $1,652,418.  In addition, Wilson has obtained the
consents from the Parker Contracts and EvoShield's landlord at its
distribution facility at 200 Whitehead Road in Bogart, Georgia to
assign their agreements with EvoShield.  The Parker Contracts
relieve EvoShield from a $900,000 payment due March 1, 2017.  Upon
assignment of the lease of the facility at closing EvoShield will
be relieved of future obligations under EvoShield's triple net
warehouse lease which average over $25,000 per month.

Additionally, Mr. Van Alstyne has agreed to a noncompete agreement
with Wilson effective upon closing with a $250,000 payment.  Under
the terms of this agreement, Mr. Van Alstyne is foregoing any
rights under his employment contract with Debtor which Mr. Van
Alstyne asserts is $300,000. Similarly, Mr. Allen, has agreed to a
noncompete agreement with Wilson effective upon closing with a
$100,000 payment.  Under the terms of this agreement, Mr. Allen is
foregoing any rights under his employment contract with Debtor
which Mr. Allen asserts is $150,000.  Finally, a prompt closing
will relieve the Debtor of the need to fund continuing operating
losses which have been and continue to be substantial, totaling in
excess of $1,000,000 over the last 90 days.

The Debtor is not requesting authority to assume and assign any
lease or executory contract to Wilson under 11 U.S.C Section 365.
Accordingly, the assignment of any contract scheduled in the Wilson
APA is subject to consent of the counterparty.

Prompt consummation of the sale to Wilson on the terms set forth in
the APA will avoid the additional administrative expenses that
would arise in the bankruptcy case should the Court decline to
authorize the sale on an expedited basis. There is substantial risk
that the Debtor's estate will be administratively insolvent and
that unsecured creditors will get no payment if the Wilson APA is
not approved. According, the Debtor asks that the Court approve the
sale of assets to Wilson under the terms of the Wilson APA.

The Debtor asks that the Court authorize the Debtor to pay the
following at closing from the $7,200,000: (i) $5,000,000 to satisfy
the principal amount owed to DV without prejudice to the Debtor's
and any third party to pursue any claim against DV and its
principals or affiliates or any joint tortfeasor, including without
limitation, any avoidance claims; (ii) $443,483 to pay Consensus
Advisors, LLC and Consensus Securities, LLC, EvoShield's financial
advisor retained by EvoShield pre-petition whose efforts directly
resulted in the execution of the Wilson APA; and (iii) any ad
valorem personal property taxes (including any proration at
closing) or transfer taxes.

EvoShield further asks that from the remaining funds that $500,000
be held in escrow with the lien of DV to attach to secure any
additional fees, charges and expenses of DV, and that the remaining
funds, which would be $1,256,517 less payment of ad valorem and
transfer taxes at closing, be available to EvoShield to use in the
operations in the ordinary course of its business subject to a
continuing lien in favor of DV, to the same extent and with the
same priority and subject to the same defenses, objections, and
rights of avoidance that would otherwise exist.

The Debtor asks that the provisions of the Wilson APA providing for
a tax escrow, Tax Escrow Agreement, Tax Escrow Agent and Tax
Payment Agreement be authorized and approved.

Finally, the Debtor asks that the Court allow the sale to be
consummated immediately as authorized by Bankruptcy Rule 6004(h).

The Purchaser:

          WILSON SPORTING GOODS CO.
          8750 W. Bryn Mawr
          Chicago, IL 60631
          Attn: GM, Baseball/Softball
          E-mail: jim.hackett@wilson.com

The Purchaser is represented by:

          Ray Berens, Esq.
          WILSON SPORTING GOODS CO.
          8750 W. Bryn Mawr
          Chicago, IL 60631
          E-mail: ray.berens@amersports.com

Counsel for the Debtor:

          James C. Cifelli, Esq.
          Gregory D. Ellis, Esq.
          Stuart F. Clayton, Jr., Esq.
          LAMBERTH, CIFELLI, ELLIS
          & NASON, P.A.
          1117 Perimeter Center West
          Suite W212
          Atlanta, GA 30338
          Telephone: (404) 262-7373
          Facsimile: (404) 262-9911
          E-mail: jcifelli@lcenlaw.com
                  gellis@lcenlaw.com
                  sclayton@lcenlaw.com

                          About EvoShield

EvoShield, LLC sought Chapter 11 protection (Bankr. M.D. Ga. Case
No. 16-31159) on Oct. 31, 2016.  The Debtor tapped Thomas Raymond
Walker, Esq. at McGuirewoods LLP and Miles H. Cohn, Esq. at Crain
Caton & James, P.C. as counsel.


EVOSHIELD LLC: Selling All Assets to Wilson for $7.9M
-----------------------------------------------------
EvoShield, LLC, asks the U.S. Bankruptcy Court for the Middle
District of Georgia to authorize the sale of substantially all
assets to Wilson Sporting Goods Co. for $7,982,000.

The Debtor retained an investment banker and conducted an extensive
process for offering for sale EvoShield's assets to interested
parties during 2016.  Initially, approximately 80 institutional,
strategic and individual investors were contacted and encouraged to
make an offer for the assets.  

Of the offers received in the initial process EvoShield received
two offers deemed by the Board of Directors to be of superior
value.  One such offer was an offer to acquire the assets of
EvoShield for $14,000,000 million, subject to a 30-day due
diligence process.  The other offer came from Dugout Ventures, LLC
("DV"), the Respondent and the current and only secured creditor of
EvoShield, and contained an offer to acquire the equity of
EvoShield at an enterprise value of $18,500,000, provided DV could
effect the merger of EvoShield into another company in which DV
claimed to hold 24% equity interest.  Unfortunately,
notwithstanding granting multiple extensions to DV to affect the
merger, DV could not close the merger despite having nearly 75 days
to do so.

EvoShield negotiated an amended loan agreement with DV that gave DV
one more opportunity to complete its merger.  The amended loan
agreement was signed on Sept. 6, 2016, and set forth in a Master
Debt Restructuring and Amendment Agreement ("Restructuring
Agreement").  The Restructuring Agreement gave DV one more
opportunity to complete the proposed merger with the third-party
company in which it held a 24% interest.  DV also agreed not to
foreclose on the Company if the merger did not happen, but instead
mandated that the Company be sold through a second controlled
investment-banker-led auction process whereby multiple potential
bidders would be solicited by the Consensus Companies, provided
with updated due diligence materials and a draft Asset Purchase
Agreement.  The terms of the Restructuring Agreement allowed the
second process to continue so long as at least one executable Asset
Purchase Agreement was received by Oct. 21, 2016 in an amount
greater than all amounts due and owing to DV, provided that the
best such offer was closed by Oct. 31, 2016 – the last date on
which DV would allow its funds to be available to EvoShield.

The second auction process was required under the terms of the
Restructuring Agreement if EvoShield wanted to avoid foreclosure
and, as required under EvoShield's Operating Agreement was
authorized by the Board of Directors and had received the consent
of its members to the prescribed process after notice.  The only
offer that substantially conformed to the approved auction process
was the offer made by Wilson on October 20.  Between submission of
its offer on October 20 and execution of the definitive agreement
on Oct. 26, 2016, Wilson, after further negotiations, provided
additional consideration of $1,919,000 consisting of $1,200,000 in
cash, approximately $369,000 in the assumption of sales commissions
and $350,000 in non-compete payments consisting of $250,000 to
EvoShield's President, Mike Van Alstyne and $100,000 to EvoShield's
Chief Financial Officer, Russ Allen.

On Oct. 26, 2016, EvoShield and the Buyer entered into an Asset
Purchase Agreement ("Wilson APA").  Under the terms of the Wilson
APA, Wilson agreed to purchase substantially all the assets of
EvoShield at a closing stipulated to occur no later than Nov. 15,
2016.

The value of the Wilson APA to Debtor is in excess of $11,000,000.
Specifically, under the terms of the Wilson APA Wilson is paying a
cash purchase price of $7,982,000, $782,000 of which is to be
deposited with a Tax Escrow Agent for payment of taxes pursuant to
a Tax Payment Agreement.  In addition to the purchase price, Wilson
is assuming certain Assumed Liabilities, the total is $1,652,418.
In addition, Wilson has obtained the consents from the Parker
Contracts and EvoShield's landlord at its distribution facility at
200 Whitehead Road in Bogart, Georgia to assign their agreements
with EvoShield.  The Parker Contracts relieve EvoShield from a
$900,000 payment due March 1, 2017.  Upon assignment of the lease
of the facility at closing EvoShield will be relieved of future
obligations under EvoShield's triple net warehouse lease which
average over $25,000 per month.

Additionally, Mr. Van Alstyne has agreed to a noncompete agreement
with Wilson effective upon closing with a $250,000 payment.  Under
the terms of this agreement, Mr. Van Alstyne is foregoing any
rights under his employment contract with Debtor which Mr. Van
Alstyne asserts is $300,000.

Similarly, Mr. Allen, has agreed to a noncompete agreement with
Wilson effective upon closing with a $100,000 payment.  Under the
terms of this agreement, Mr. Allen is foregoing any rights under
his employment contract with Debtor which Mr. Allen asserts is
$150,000.  Finally, a prompt closing will relieve the Debtor of the
need to fund continuing operating losses which have been and
continue to be substantial, totaling in excess of $1,000,000 over
the last 90 days.

The Debtor is not requesting authority to assume and assign any
lease or executory contract to Wilson under 11 U.S.C Section 365.
Accordingly, the assignment of any contract scheduled in the Wilson
APA is subject to consent of the counterparty.

Prompt consummation of the sale to Wilson on the terms set forth in
the APA will avoid the additional administrative expenses that
would arise in this bankruptcy case should the Court decline to
authorize the sale on an expedited basis.  In addition,
consummation of the sale to Wilson under the Wilson APA eliminates
the risk that Wilson will refuse to purchase the assets at a future
date or insist on terms less favorable to EvoShield due to the
delayed closing, including, without limitation, an administratively
insolvent case without any distribution to unsecured creditors.
Accordingly, the Debtor asks that the Court approve the sale of
assets to Wilson under the terms of the Wilson APA.

The Debtor asks that the Court authorize the Debtor to pay the
following at closing from the $7,200,000: (i) $5,000,000 to satisfy
the principal amount owed to DV without prejudice to the Debtor's
and any third party to pursue any claim against DV and its
principals or affiliates or any joint tortfeasor, including without
limitation, any avoidance claims; (ii) $443,483 to pay Consensus
Advisors, LLC and Consensus Securities, LLC, EvoShield's financial
advisor retained by EvoShield pre-petition whose efforts directly
resulted in the execution of the Wilson APA; and (iii) any ad
valorem personal property taxes (including any proration at
closing) or transfer taxes.

EvoShield further asks that from the remaining funds that $500,000
be held in escrow with the lien of DV to attach to secure any
additional fees, charges and expenses of DV, and that the remaining
funds, which would be $1,256,517 less payment of ad valorem and
transfer taxes at closing, be available to EvoShield to use in the
operations in the ordinary course of its business subject to a
continuing lien in favor of DV, to the same extent and with the
same priority and subject to the same defenses, objections, and
rights of avoidance that would otherwise exist.

The Debtor asks that the provisions of the Wilson APA providing for
a tax escrow, Tax Escrow Agreement, Tax Escrow Agent and Tax
Payment Agreement be authorized and approved.

The Debtor asks that the Court allow the sale to be consummated
immediately as authorized by Bankruptcy Rule 6004(h).  The Debtor
further asks that to the extent necessary that the automatic stay
of 11 U.S.C. Section 362 be modified to permit the implementation
of the sale and the relief accorded by any order approving the sale
including stay relief to any recipient of any payment as a result
of the sale and to permit payment of sales taxes under the terms of
the tax escrow established under the Wilson APA.
                          About EvoShield

EvoShield, LLC, sought Chapter 11 protection (Bankr. M.D. Ga. Case
No. 16-31159) on Oct. 31, 2016.  The Debtor tapped Thomas Raymond
Walker, Esq. at McGuirewoods LLP and Miles H. Cohn, Esq. at Crain
Caton & James, P.C. as counsel.


EXIDE TECHNOLOGIES: Insurers Sue to Avoid Liability
---------------------------------------------------
Matthew Guarnaccia, writing for Bankruptcy Law360, reported that XL
Insurance America Inc. and St. Paul Fire And Marine Insurance Co.
-- two insurers for Exide Technologies Inc. -- launched a lawsuit
in California federal court on Nov. 8, 2016, looking to duck as
much as $1 billion in coverage for personal liability claims
stemming from pollution at an Exide automotive battery recycling
plant, saying they owe no duty to the alleged victims.  The
insurers said they are not responsible for covering the lawsuits by
residents living near Exide's Vernon, California recycling plant,
which allegedly contaminated the air and groundwater.

                      About Exide Technologies

Headquartered in Milton, Ga., Exide Technologies (NASDAQ: XIDE)
-- http://www.exide.com/-- manufactures and distributes lead      

acid batteries and other related electrical energy storage
products.

Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002, and exited bankruptcy two years
after.

Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP, represented the Debtors in their successful
restructuring.

Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013.  Exide disclosed $1.89 billion in
assets and $1.14 billion in liabilities as of March 31, 2013.

Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang
Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial
advisor; Sitrick and Company Inc. as public relations consultant
and GCG as claims agent.  Schnader Harrison Segal & Lewis LLP was
tapped as special counsel.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co-counsel.  Zolfo Cooper, LLC serves as its bankruptcy
consultants and financial advisors.  Geosyntec Consultants was
tapped as environmental consultants to the Committee.

Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner.  He has hired his own firm as
counsel.

Exide said its Plan of Reorganization became effective on April
30, 2015, and that the Company has emerged from Chapter 11 as a
newly reorganized company.  The Bankruptcy Court for the District
of Delaware confirmed the Plan on March 27, 2015.


FIRST DATA: Reports Third Quarter Net Income of $132 Million
------------------------------------------------------------
First Data Corporation reported net income attributable to the
Corporation of $132 million on $2.93 billion of total revenues for
the three months ended Sept. 30, 2016, compared to a net loss
attributable to the Corporation of $126 million on $2.92 billion of
total revenues for the three months ended Sept. 30, 2015.

For the nine months ended Sept. 30, 2016, the Company reported net
income attributable to the Corporation of $228 million on $8.64
billion of total revenues compared to a net loss attributable to
the Corporation of $264 million on $8.48 billion of total revenues
for the same period a year ago.

As of Sept. 30, 2016, First Data had $34.44 billion in total
assets, $30.39 billion in total liabilities and $3.97 billion in
total equity.

"We are pleased to report another quarter of solid cash generation
and debt reduction, healthy margin expansion and good earnings
growth," said First Data Chairman and CEO Frank Bisignano.  "During
the quarter we saw tangible improvements in our North America
merchant business, continued success with enterprise clients and
strong growth in non-U.S. revenue," Bisignano added.

In the third quarter 2016, cash flow from operations was $752
million, versus $234 million in the prior year period.  The third
quarter 2016 cash flow from operations includes a reclassification
of $123 million.  Free cash flow, which First Data defines as cash
flow from operations, less capital expenditures and distributions
to minority interests and other, was $427 million in the current
quarter, versus $(8) million in the prior year period.  The third
quarter 2016 free cash flow excludes the impact of the
aforementioned reclassification.

In the first nine months of 2016, cash flow from operations was
$1.7 billion, up $973 million from $687 million in the first nine
months of 2015.  The first nine months of 2016 cash flow from
operations includes a reclassification of $123 million.  In the
first nine months of 2016, free cash flow was $946 million, up $948
million from $(2) million in the first nine months of 2015. The
increase in year-to-date free cash flow was primarily driven by a
$571 million reduction in cash interest payments and $153 million
growth in total segment EBITDA. The first nine months of 2016 free
cash flow excludes the impact of the aforementioned
reclassification.

Total borrowings at Sept. 30, 2016, were reduced to $18.9 billion,
from $19.1 billion at June 30, 2016, and $19.6 billion at year end
2015.  Net debt at Sept. 30, 2016, was reduced to $18.5 billion,
from $19.0 billion at June 30, 2016, and $19.3 billion at year end
2015.

On Oct. 14, 2016, First Data refinanced approximately $4.5 billion
of term loans due in 2021, which reduced the interest rate on these
loans by 100 basis points from LIBOR plus 400 basis points to LIBOR
plus 300 basis points, resulting in annualized cash interest
savings of approximately $45 million.

First Data estimates 2016 full year cash interest expense of
approximately $1.0 billion.

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

                       https://is.gd/Ae91jF

                        About First Data

Based in Atlanta, Georgia, First Data Corporation provides
commerce and payment solutions for financial institutions,
merchants, and other organizations worldwide.

First Data reported a net loss attributable to the Company of $1.48
billion on $11.5 billion of total revenues for the year ended Dec.
31, 2015, compared to a net loss attributable to the Company of
$458 million on $11.2 billion of total revenues for the year ended
Dec. 31, 2014.

                          *     *     *

This concludes the Troubled Company Reporter's coverage of First
Data Corporation until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


FOGGIA REAL ESTATE: Seeks to Employ James P. Ehrhard as Counsel
---------------------------------------------------------------
Foggia Real Estate LLC asks the Bankruptcy Court for authority to
employ James P. Ehrhard, Esq., at Ehrhard & Associates, P.C., as
the Debtor's bankruptcy counsel.

The Debtor proposes to hire E&A to render service regarding the
following:

   a) To give Debtor legal advice with respect to its powers and
duties as a Debtor in this Chapter 11 proceeding;

   b) To perform on behalf of your applicant necessary
applications, answers, orders, reports and other legal papers
required for these proceedings;

   c) To perform all other legal services for your applicant which
may be necessary herein, and it is necessary for Debtor to employ
an attorney for such professional services; and

   d) To represent the Debtor with the sale, refinance or
restructuring of the property of the Debtor.

The Counsel has received a retainer of $7,717 of which $6,000 is
being held in escrow for legal fees and $1,717 is to be used for
the filing fee pending future fee applications with this Court.

E&A's employment will entail the use of attorneys, a paralegal and
a legal secretary, which will be billed as part of the fee
application, subject to the approval of this Honorable Court, at
their hourly rate of $300 for senior attorneys, $225 for junior
attorneys, $110 for paralegals and $85 for legal secretaries.

James P. Ehrhard, Esq., 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 contacted at:

         James P. Ehrhard, Esq.
         EHRHARD & ASSOCIATES, P.C.
         250 Commercial Street, Suite 410
         Worcester, MA 01608
         Tel: (508)791-8411
         E-mail: ehrhard@ehrhardlaw.com

Foggia Real Estate LLC filed for Chapter 11 bankruptcy protection
(Bankr. D. Mass. Case No. 16-41832) on Oct. 27, 2016, estimating
its assets and liabilities between $500,001 and $1,000,000.  The
petition was signed by Joseph L. Cariglia, manager.  James P.
Ehrhard, Esq., at Ehrhard & Associates, P.C., serves as the
Debtor's bankruptcy counsel.


FRESH FOODSERVICE: Taps Vincent Commisa as Counsel
--------------------------------------------------
Fresh Foodservice Express LLC seeks authorization from the U.S.
Bankruptcy Court for the District of New Jersey to employ Vincent
D. Commisa as attorney.

The Debtor requires Mr. Commisa to represent the Debtor at all
conferences, motions, disclosure hearings, etc.

Mr. Commisa will be compensated at $350 per hour.

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

The attorney also received a filing fee together with $2,500. Mr.
Commisa requests the Court to allow the Debtor to pay attorney $500
per week until a retainer of $10,000 has been reached.

Mr. Commisa assured the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estate.

The attorney can be reached at:

       Vincent D. Commisa, Esq.
       20 Manger Road
       West Orange, NJ 07052
       Tel: (973) 821-7722


GAWKER MEDIA: Former Editor Court Go It Alone in Hulk Hogan Suit
----------------------------------------------------------------
Jonathan Randles, writing for The Wall Street Journal Pro
Bankruptcy, reported that the lawyer of A.J. Daulerio, the former
Gawker editor who published excerpts of former professional
wrestler Hulk Hogan's sex tape, said the Mr. Daulerio could go it
alone in an appeal challenging the $140 million invasion-of-privacy
judgment that raised First Amendment questions and drove the
publisher into bankruptcy earlier this year.

According to WSJ, Mr. Daulerio's lawyers asked a Florida appeals
court to give him until after the bankruptcy of Gawker Media Group
is largely resolved before deciding whether he wants to continue
with the appeal alone.  Proceeding with the legal challenge
individually would allow another court to review the judgment,
which Gawker maintains would be either overturned or reduced on
appeal because the company contended that publication of the Hulk
Hogan video is constitutionally protected, the report related.

The ruling has elicited controversy in part because the lawsuit was
secretly underwritten by Silicon Valley billionaire Peter Thiel,
the report further related.  Whether it sets a dangerous precedent
for journalism has been the subject of debate, WSJ noted, although
Erwin Chemerinsky, the dean of the University of California, Irvine
School of Law and a First Amendment scholar, said he didn't believe
the judgment will chill the media.

The possibility of Mr. Daulerio challenging the judgment on his own
came about after a proposed settlement announced between Hulk
Hogan, whose real name is Terry Bollea, and the Gawker bankruptcy
estate, the report said.  The deal would see Gawker pay Mr. Bollea
$31 million plus an additional amount, to be determined at a later
date, to settle the legal battle with the company, the report
noted.

If Mr. Daulerio approves, he would be released from $115 million in
compensatory damages that he and Gawker founder Nick Denton are
jointly liable for, Mr. Daulerio's attorney, David Marburger, told
WSJ.  But the deal wouldn't erase $100,000 in punitive damages he
is facing, which would maintain Mr. Daulerio's legal standing to
try to overturn the judgment in the Florida appeals courts, Mr.
Marburger further told WSJ.  

                      About Gawker Media

Founded in 2002 by Nick Denton, Gawker Media is privately held
online media company operating seven distinct media brands with
corresponding websites under the names Gawker, Deadspin,
Lifehacker, Gizmodo, Kotaku, Jalopnik, and Jezebel. The Company's
various Websites cover, among other things, news and commentary on
current events, politics, pop culture, sports, cars, fashion,
productivity, technology and video games.

Gawker sought bankruptcy protection after being ordered to pay
$140.1 million in connection with an invasion of privacy lawsuit
arising from publication of a report and commentary and
accompanying sex video involving Terry Gene Bollea.

New York-based Gawker Media, LLC -- fdba Gawker Sales, LLC, Gawker
Entertainment, LLC, Gawker Technology, LLC and Blogwire, Inc. --
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No.
16-11700) on June 10, 2016. The Hon. Stuart M. Bernstein presides
over the Debtors' cases.

Affiliates Gawker Media Group, Inc. and Budapest, Hungary-based
Kinja, Kft. filed separate Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 16-11719 and 16-11718) on June 12, 2016. The cases are
jointly administered.

Gregg M. Galardi, Esq., David B. Hennes, Esq. and Michael S.
Winograd, Esq., at Ropes & Gray LLP serve as counsel to the
Debtors. William Holden at Opportune LLP serves as Gawkers' chief
restructuring officer. Houlihan Lokey Capital, Inc. serves as the
Debtors' investment banker. Prime Clerk LLC serves as claims,
balloting and administrative agent.

The Debtors estimated $50 million to $100 million in assets and
$100 million to $500 million in liabilities.

Mr. Denton filed for personal bankruptcy on August 1, 2016, to
protect himself from the legal judgment awarded to Hulk Hogan in
an
invasion-of-privacy lawsuit.

The U.S. trustee for Region 2 on June 24, 2016, appointed three
creditors of Gawker Media LLC and its affiliates to serve on the
official committee of unsecured creditors. The committee members
are Terry Gene Bollea, popularly known as Hulk Hogan, Shiva
Ayyadurai, and Ashley A. Terrill.  The Committee retained Simpson
Thacher & Bartlett LLP, in New York, as counsel.

Counsel to US VC Partners LP, as Prepetition Second Lien Lender,
are David Heller, Esq., and Keith A. Simon, Esq., at Latham &
Watkins LLP.

Counsel to Cerberus Business Finance, LLC, as DIP Lender, are Adam
C. Harris, Esq., at Schulte Roth & Zabel LLP.


GCC-SHARONRIDGE: Hires Hamilton Stephens as Counsel
---------------------------------------------------
GCC-Sharonridge, LLC seeks authorization from the U.S. Bankruptcy
Court for the Western District of North Carolina to employ Hamilton
Stephens Steele+Martin,PLLC as bankruptcy counsel.

The Debtor requires Hamilton Stephens to:

     a. provide legal advice with respect to the powers and duties
as debtor-in- possession in the continued operation of its business
and management of its properties;

     b. negotiate, prepare, and pursue confirmation of a chapter 11
plan and approval of a disclosure statement, and all related
reorganization agreements and/or documents;

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

     d. appear in Court to protect the interests of the Debtor
before the Court; and

     e. perform all other legal services for the Debtor which may
be necessary and proper in these chapter 11 proceedings.

HSSM lawyers and paralegal who will work on the Debtor's case and
their hourly rates are:

     Glenn C. Thompson                 $425
     Melanie D. Johnson Raubach         $300
     Julia A. May                       $240
     Kelly S. Prokai (paralegal)        $125

HSSM charge a standard $10.00 per hour administrative fee to its
clients in all areas of practice for all other expenses incurred in
connection with each client's case.

Glenn C. Thompson, partner with the of Hamilton Stephens
Steele+Martin, PLLC, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estates.

HSSM may be reached at:

     Glenn C. Thompson
     Hamilton Stephens Steele+Martin, PLLC
     201 South College Street
     Charlotte Plaza, Suite 2020
     Charlotte, NC 28244
     Phone: 704.227.1067

                    About GCC-Sharonridge, LLC

GCC-Sharonridge, LLC filed a chapter 11 petition (Bankr. W.D.N.C.
Case No. 15-31904) on Dec. 1, 2015.  The petition was signed by
George W. Courlas, manager.  The Debtor is represented by Richard
S. Wright, Esq., at Moon Wright & Houston, PLLC.  The case is
assigned to Judge Laura T. Beyer.  The Debtor estimated total
assets at $0 to $50,000 and total debts at $1 million to $10
million at the time of the filing.


GIGA-TRONICS INC: Receives Noncompliance Notice from NASDAQ
-----------------------------------------------------------
Giga-tronics Incorporated received on Nov. 1, 2016, a letter from
The NASDAQ Stock Market informing the Company that for the last 30
consecutive business days the bid price of the Company's common
stock has closed below the minimum $1.00 per share requirement for
continued inclusion under Listing Rule 5550(a)(2).  The letter
stated that NASDAQ will provide the Company a grace period of 180
calendar days, or until May 1, 2017, to regain compliance.  To
regain compliance, any time before May 1, 2017, the bid price of
the Company's common stock must close at $1.00 per share or more
for a minimum of 10 consecutive business days.

                     About Giga-Tronics

Headquartered in San Ramon, California, Giga-tronics Incorporated
includes the operations of the Giga-tronics Division and
Microsource Inc. (Microsource), a wholly owned subsidiary.
Giga-tronics Division designs, manufactures and markets the new
Advanced Signal Generator (ASG) for the electronic warfare market,
and switching systems that are used in automatic testing systems
primarily in aerospace, defense and telecommunications.

                          Going Concern

The Company incurred net losses of $4.1 million and $1.7 million in
the fiscal years ended March 26, 2016 and March 28, 2015,
respectively.  These losses have contributed to an accumulated
deficit of $24.0 million as of March 26, 2016.

The Company has experienced delays in the development of features,
orders, and shipments for the new ASG.  These delays have
significantly contributed to a decrease in working capital from
$3.0 million at March 28, 2015, to $1.8 million at March 26, 2016.
The new ASG product has now shipped to several customers, but
potential delays in the development of features, longer than
anticipated sales cycles, or the ability to efficiently manufacture
the ASG, could significantly contribute to additional future losses
and decreases in working capital.

To help fund operations, the Company relies on advances under the
line of credit with Bridge Bank.  The line of credit expires on May
7, 2017.  The agreement includes a subjective acceleration clause,
which allows for amounts due under the facility to become
immediately due in the event of a material adverse change in the
Company's business condition (financial or otherwise), operations,
properties or prospects, or ability to repay the credit based on
the lender's judgement.  As of March 26, 2016, the line of credit
had a balance of $800,000, and additional borrowing capacity of
$906,000.

These matters, the Company said, raise substantial doubt as to its
ability to continue as a going concern.


GOLFSMITH INT'L: Court Approves Asset Sale to Dick's Sporting
-------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court issued
an order approving Golfsmith International Holdings' motion for
entry of an order (i) approving bidding procedures for the sale of
substantially all of the Debtors' assets, scheduling an auction for
and hearing to approve the sale of the Debtors' assets and (ii)
approving the sale of substantially all of the Debtors' assets free
and clear of liens, claims, interests and encumbrances.  The order
states, "Upon consideration of the motion of bidding procedures . .
. the Debtors, Dick's Sporting Goods, the purchaser and a joint
venture consisting of Hilco Merchant Resources, Tiger Capital Group
and Gordon Brothers Retail Partners, collectively the JV Agent (to
act as the Debtors' exclusive agent to conduct sales) . . .  and
the transaction represented by the Agency Agreement and APA having
been determined to be the highest and best offer for the
Merchandise, the Owned FF&E and the Acquired Assets, and a hearing
having been held on October 5, 2016 . . . it is found and
determined that the sale is approved. The Agency Agreement and APA,
including the form and total consideration to be realized by the
Debtors pursuant to the Agency Agreement and APA, constitute the
highest and best offer received by the Debtors for the Merchandise,
the Owned FF&E and the Acquired assets, are fair and reasonable and
are in the best interests of the Debtors, their estates and their
creditors and all other parties in interest."  As previously
reported, "A critical juncture for the Debtors' business commences
in early November: The Debtors will need to both order a
significant amount of new inventory for their stores in advance of
the end-of-year holiday season, and to start to prepare their
stores to execute their holiday season sales strategy.  Approving a
sale of the Debtors' assets to a going concern bidder before
November will allow the Debtors' significant cash needs to be
funded by a new owner . . . .  In consultation with the
Consultation Parties, and subject to finalizing documentation, the
Debtors designated as the Successful Bidder a joint bid submitted
by Dick's Sporting Goods and a contractual joint venture of Hilco
Merchant Resources, Gordon Brothers Retail Partners and Tiger
Capital Group (the 'JV Agent' and, together with Dick's, the
'Purchaser')."

                    About Golfsmith International

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

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

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

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

Andrew Vara, acting U.S. trustee for Region 3, on Sept. 23, 2016,
appointed seven creditors to serve on the official committee of
unsecured creditors.


GOLFSMITH INT'L: CPO Hires Shaw Fishman as Counsel
--------------------------------------------------
Cassandra M. Porter, the Chapter 11 Consumer Privacy Ombudsman of
Golfsmith International Holdings, Inc., et al., seeks authorization
from the U.S. Bankruptcy Court for the District of Delaware to
retain Shaw Fishman Glantz & Towbin LLC as counsel, effective as of
October 7, 2016.

The Consumer Privacy Ombudsman requires Shaw Fishman to:

     (a) investigate any proposed sale or lease of personally
identifiable information by the Debtors;

     (b) report to the Court on the information described in
Bankruptcy Code section 332(b);

     (c) appear before the Court in connection with the foregoing;

     (d) provide advice to him on issues of bankruptcy law and
procedure, including issues relating to sales under Bankruptcy Code
section 363, and the procedures applicable in the Court; and,

     (e) represent the Ombudsman in the any other matter that may
arise in connection with his service as consumer privacy
ombudsman.

Shaw Fishman will be paid at an hourly rate of $495.00.

Shaw Fishman will also be reimbursed for expenses incurred in
connection with the services it performed for the Debtor.

Thomas M. Horan, Esq., member of Shaw Fishman, 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.  

Shaw Fishman can be reached at:

         Thomas M. Horan, Esq.
         SHAW FISHMAN GLANTZ & TOWBIN LLC
         919 N. Market St., Suite 600
         Wilmington, DE 19801
         Telephone: (302) 480-9412
         E-mail: thoran@shawfishman.com

             About Golfsmith International

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

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

The Debtors' financial advisor is Alvarez & Marsal North America,
LLC. The Debtors' investment banker is Jefferies LLC. The Debtors'
claims, noticing and solicitation agent is Prime Clerk LLC.  Pope
Shamsie & Dooley LLP serves as tax accountants.

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

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


GRAL HOLDINGS: Hires CliftonLarsonAllen to Prepare Tax Returns
--------------------------------------------------------------
Gral Holdings Key Biscayne, LLC, asks the Bankruptcy Court to enter
an order granting the appointment of CliftonLarsonAllen, LLP, for
the preparation of 2015 tax returns.

The Debtor estimates that the fee at $150.00 per hour will be
$990.00 at 6.6 hours, with a fee cap of $990.00.

Peter Bray, an accountant at CliftonLarsonAllen, LLP, 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.

Based in Milwaukee, Wis., Gral Holdings Key Biscayne, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
16-21330) on Feb. 20, 2016, estimating its assets and liabilities
at between $500,001 to $1 million.  The petition was signed by
Michael A. Gral, General Partner.

Jonathan V. Goodman, Esq., of Law Offices of Jonathan V. Goodman,
serves as the Debtor's bankruptcy counsel.


GREENVILLE REALTY: Can Use Wells Fargo Cash on Interim Basis
------------------------------------------------------------
Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas authorized Greenville Realty Associates,
LP to use Wells Fargo Bank, N.A.'s cash collateral on an interim
basis.

Judge Rhoades acknowledged that an emergency need exists to allow
the Debtor to use cash collateral on an interim basis and that it
is in the best interest of the Debtor, its estate, and the Debtor's
creditors, to authorize the Debtor to use cash collateral as it is
the only means available to the Debtor to finance its operation at
the present.  Judge Rhoades further acknowledged that immediate and
irreparable harm will result if the Debtor is not permitted to use
the cash collateral in the amounts set forth in the approved
Budget.

The approved Budget provides for total expenses in the amount of
$34,100.  The Budget provides for expenses such as cleaning and
maintenance, payroll and taxes, bank fees, office supplies,
repairs, maintenance supplies, and utilities.

Wells Fargo Bank is granted replacement liens to the extent of any
diminution in the value of its interest in the cash collateral, in
accordance with its existing priority.

A further hearing on the Debtor's use of cash collateral is
scheduled on November 29, 2016 at 9:30 a.m.

A full-text copy of the Interim Order dated Nov. 7, 2016, is
available at
http://bankrupt.com/misc/GreenvilleRealty2016_1641993_11.pdf

              About Greenville Realty Associates

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


GTT COMMUNICATIONS: Moody's Puts B2 CFR Under Review For Downgrade
------------------------------------------------------------------
Moody's Investors Service has placed GTT Communications, Inc.'s
ratings under review for downgrade, including the company's B2
corporate family rating (CFR), B3-PD probability of default rating
(PDR), and B2 senior secured rating. The review was prompted by
GTT's agreement to purchase Hibernia Networks for $590 million. In
order to finance the transaction as well as repay existing debt,
GTT will raise approximately $1 billion in new debt. GTT will also
contribute $75 million of equity towards the purchase.

Moody's expects leverage will increase to approximately 6x (Moody's
adjusted) following deal close, with some subsequent improvement
from growth and cost synergies. This will be above Moody's prior
limit of 5x leverage for GTT's B2 rating. The transaction will
improve GTT's asset coverage and could result in higher leverage
tolerance. The focus of Moody's review will be the timeframe
required for GTT to reduce leverage back towards 5x and the
potential for slightly higher leverage given the improved asset
base. The potential cost synergies and the high-growth
characteristics of the Hibernia business could partially offset the
negative impact of GTT's incremental debt burden.

RATINGS RATIONALE

GTT's B2 CFR reflects its modest leverage, strong free cash flow
and revenue growth potential driven by the company's favorable
competitive position within its target market of international
network services. The company's low capital spending requirements
at approximately 5% of revenue and good margins result in
meaningful excess cash flows.

The company's acquisitive strategy, with 6 transactions over the
past 5 years (prior to the Hibernia transaction) and its low asset
coverage relative to its debt load constrain the rating. GTT's
strategy employs an architecture with mostly-leased infrastructure
that results in low capital intensity but could expose the company
to margin pressure if end-user pricing and network leasing cost
trends diverge over time. Because of the company's capex-light
strategy, Moody's believes that it has lower leverage tolerance
than a traditional, facilities-based carrier. Moody's does believe
that GTT's target market of international-centric services is less
dependent upon asset ownership than traditional local or regional
telecom markets. However, the international market is sufficiently
competitive that the consistent, secular decline in the cost of
long-haul network capacity should result in end-user service price
weakness. If the pace of the service price weakness outstrips the
unit cost decline of network capacity, GTT's margins could fall.
The company sources leased-infrastructure elements from multiple
providers and, due to its scale as an IP backbone provider, is able
to optimize its cost structure. However, Moody's views the risk of
margin compression as a constraint to the rating.

Issuer: GTT Communications, Inc.

On Review for Downgrade:

   -- Probability of Default Rating, Placed on Review for
      Downgrade, currently B3-PD

   -- Corporate Family Rating, Placed on Review for Downgrade,
      currently B2

   -- Senior Secured Bank Credit Facilities, Placed on Review for
      Downgrade, currently B2 (LGD3)

Unchanged:

   -- Speculative Grade Liquidity Rating,Unchanged at SGL-1

Outlook Actions:

   -- Outlook, Changed To Rating Under Review From Stable

The principal methodology used in these ratings was Global
Communications Infrastructure Rating Methodology published in June
2011.

Based in McLean, VA., GTT Communications, Inc. is a multinational
Tier 1 internet service provider which also offers global
enterprise network services. The company operates a global IP
backbone and offers networking and cloud based solutions to its
enterprise and carrier clients. During the last twelve months
ending Sept 30, 2016, the company generated $499 million in
revenue.


GTT COMMUNICATIONS: S&P Puts 'B+' CCR on CreditWatch Negative
-------------------------------------------------------------
S&P Global Ratings said that it placed its 'B+' corporate credit
rating on McLean, Va.-based GTT Communications Inc. on CreditWatch
with negative implications.

In addition, S&P placed the 'B+' issue-level rating on the
company's senior secured term loan facility on CreditWatch with
negative implications.  The '3' recovery rating indicates S&P's
expectation for meaningful (50%-70%; lower half of the range)
recovery in the event of payment default.

The CreditWatch placement follows the company's announcement that
it will acquire Hibernia Networks, which will result in weaker
credit metrics.  GTT plans to buy Hibernia for $590 million in a
transaction comprising $515 million in cash and approximately
$75 million in shares of GTT common stock.  S&P expects the cash
component of the transaction to be financed with additional debt.
The acquisition of Hibernia, a long-haul owner of terrestrial and
subsea assets, will increase GTT's product and customer diversity
as well as reduce costs associated with the company's leased global
network.  Nevertheless, S&P expects leverage to increase with
higher debt levels, which cost synergies could at least partly
offset after one year.

CreditWatch

S&P plans to resolve the CreditWatch placement in the coming weeks
following meetings with management to discuss the strategic
rationale for the acquisition, synergies to be achieved, and the
company's financial policy.  In the event of a downgrade, S&P
expects it would be limited to one notch.  Alternatively, S&P could
affirm the rating if it believes the strategic merits of the
acquisition offset increased leverage.  


HAMILTON SUNDSTRAND: Bank Debt Trades at 8% Off
-----------------------------------------------
Participations in a syndicated loan under Hamilton Sundstrand
Industrial is a borrower traded in the secondary market at 91.77
cents-on-the-dollar during the week ended Friday, November 4, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.29 percentage points from the
previous week.  Hamilton Sundstrand pays 300 basis points above
LIBOR to borrow under the $1.675 billion facility. The bank loan
matures on Dec. 10, 2019 and carries Moody's B3 rating and Standard
& Poor's B rating.  The loan is one of the biggest gainers and
losers among 247 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended November 4.


HANCOCK FABRICS: Court Approves Pension Plan Termination Deal
-------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
Hancock Fabrics' motion for entry of an order authorizing the
Debtor to enter into an agreement with the Pension Benefit Guaranty
Corporation (PBGC) terminating the pension plan and appointing the
PBGC as statutory trustee thereof.  As previously reported, "The
PBGC issued the Company a Notice of Determination, dated May 10,
2016 (the 'Determination Notice'), indicating that (i) the Plan
will be unable to pay benefits when due under 29 U.S.C. section
1342(a)(2), (ii) it has determined that the PBGC should be
appointed as statutory trustee under 29 U.S.C. section 1342, and
(iii) it intends to proceed under 29 U.S.C. section 1348 to have
March 31, 2016 established as the termination date with respect to
the Plan. Given the cessation of the Debtors' business and the need
to provide for continuity of present and prospective retirement
pension benefits to Hancock's now-former employees, the Debtors
have determined that it is in the best interests of their estates
to have the Company enter into an agreement with the PBGC to
terminate the Plan.  Accordingly, the Company and the PBGC have
been negotiating the terms of the PBGC Agreement, which provides,
among other things, that (i) the Plan termination date shall be
March 31, 2016; and (ii) the PBGC shall be appointed as statutory
trustee of the Plan, with all of the rights and powers of a trustee
specified in ERISA or otherwise granted by law."

                    About Hancock Fabrics

Hancock Fabrics, Inc., is a specialty fabric retailer operating
stores under the name "Hancock Fabrics".  Hancock has 4,500
full-time and part time employees.  The Baldwyn, Mississippi-based
company is one of the largest fabric retailers in the United
States, operating 260 stores in 37 states as of October 31, 2015
and an internet store under the domain name
http://www.hancockfabrics.com/       

Hancock Fabrics, Inc. and six of its affiliates, retailer of
fabric, sewing and accessories, filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-10296 to 16-10302) on Feb.
2, 2016.  Dennis Lyons, the senior vice president and chief
administrative officer, signed the petitions.  Judge Brendan
Linehan Shannon is assigned to the jointly administered cases.

The Debtors have engaged O'Melveny & Myers LLP as general counsel,
Richards, Layton & Finger, P.A., as local counsel, Clear Thinking
Group LLC as financial advisor, Retail Consulting Services, Inc.
d/b/a Real Estate Advisors as real estate advisors and Kurtzman
Carson Consultants, LLC as claims and noticing agent.

The Debtors disclosed total assets of $151.4 million and total
debts of $182.1 million.  The Debtors owe its trade vendors
approximately $21.2 million as of Jan. 31, 2016.

Lawyers at Klehr Harrison Harvey Branzburg LLP and Hahn & Hessen
LLP serve as counsel to the Official Committee of Unsecured
Creditors.


HARMAC CORP: Seeks to Employ Trenk DiPasquale as Attorney
---------------------------------------------------------
HarMac Corp. seeks authorization from the U.S. Bankruptcy Court for
the District of New Jersey to employ Trenk, DiPasquale, Della Fera
& Sodono, P.C. as attorney.

The Debtor requires Trenk DiPasquale to:

     (a) advise the Debtor with respect to the power, duties and
responsibilities in the continued management of the financial
affairs as a debtor, including the rights and remedies of the
debtor-in-possession with respect to its assets and with respect to
the claims of creditors;

     (b) advise the Debtor with respect to preparing and obtaining
approval of a Disclosure Statement and Plan of Reorganization;

     (c) prepare on behalf of the Debtor, as necessary,
applications, motions, complaints, answers, orders, reports and
other pleadings and documents;

     (d) appear before the Court and other officials and tribunals,
if necessary, and protect the interests of the Debtor in federal,
state and foreign jurisdictions and administrative proceedings;

     (e) negotiate and prepare the documents relating to the use,
reorganization and disposition of assets, as requested by the
Debtor;

     (f) negotiate and formulate a Disclosure Statement and Plan of
Reorganization;

     (g) advise the Debtor concerning the administration of its
estate as a debtor-in-possession; and,

     (h) perform such other legal services for the Debtor, as may
be necessary and appropriate.

Trenk DiPasquale will be paid at these hourly rates:

         Richard D. Trenk (Director)           $610
         Irena Goldstein (Director)            $460
         Robert S. Roglieri (Associate)        $240
         Partners                              $375 – $610
         Associates                            $225 – $370
         Law Clerks                            $195
         Paralegals and Support Staff          $145 – $210

Richard D. Trenk, Esq., attorney-at-law of Trenk DiPasquale,
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.

Trenk DiPasquale can be reached at:

        Richard D. Trenk, Esq.
        Irena Goldstein, Esq.
        Robert S. Roglieri, Esq.
        TRENK, DIPASQUALE, DELLA FERA & SODONO, P.C.
        347 Mount Pleasant Ave # 300
        West Orange, NJ 07052
        Tel.: 973-323-8660
        Fax: 973-243-8677
        Email: rtrenk@trenklawfirm.com
               igoldstein@trenklawfirm.com
               rroglieri@trenklawfirm.com

Headquartered in New Jersey, HarMac Corp., et al., are engaged in
the rental business owning four residential rooming houses
(specifically for low income individuals) with 69 units and a
commercial office building located in Union County. The units
consist of studios and shared living spaces, and most rents are
subsidized.

HarMac Corp., Mary Street Housing, LLC, 111 Cherry Street, Inc.,
137 West 5th Associates, LLC and 301 3rd Street, LLC, each filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
D.N.J. Lead Case No. 16-29568) on Oct. 13, 2016.  The Chapter 11
cases are jointly administered.  The Chapter 11 cases are assigned
to Judge Vincent F. Papalia.

The Debtors are represented by Robert S. Roglieri, Esq., and
Richard D. Trenk, Esq., at Trenk, Dipasquale, Dellafera & Sodona,
P.C., in West Orange, New Jersey.


HARMAC CORP: Seeks to Employ VRI Homes as Realtors
--------------------------------------------------
HarMac Corp. seeks authorization from the U.S. Bankruptcy Court for
the District of New Jersey to employ VRI Homes Mountainside as
realtors.

The Debtor requires VRI Homes to:

     (a) list the Debtor's property, located at 1429 US-22,
Mountainside, New Jersey, for sale;

     (b) list the property in the Multiple Listing Service;

     (c) arrange the Property to be shown;

     (d) assist in the presentation of contracts of sale; and,

     (e) negotiate regarding the same and assist in the
consummation of a sale approved by the Bankruptcy Court.

The commission will be equal to 6% of the contract sale price,
which will be split 4% to Lee & Associates and 2% to VRI Homes. VRI
Homes is a net branch which receives 7% of VRI's commission. Rose
Marie Sinisi is the broker manager and will receive the balance of
VRI Homes' commission.

Rose Marie Sinisi, a licensed real estate agent and the broker
manager of VRI Homes, 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.

VRI Homes can be reached at:

         Rose Marie Sinisi
         VRI HOMES MOUNTAINSIDE
         1429 Route 22
         Mountainside, NJ 07092

Headquartered in New Jersey, HarMac Corp., et al., are engaged in
the rental business owning four residential rooming houses
(specifically for low income individuals) with 69 units and a
commercial office building located in Union County. The units
consist of studios and shared living spaces, and most rents are
subsidized.

HarMac Corp., Mary Street Housing, LLC, 111 Cherry Street, Inc.,
137 West 5th Associates, LLC and 301 3rd Street, LLC, each filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
D.N.J. Lead Case No. 16-29568) on Oct. 13, 2016.  The Chapter 11
cases are jointly administered.  The Chapter 11 cases are assigned
to Judge Vincent F. Papalia.

The Debtors are represented by Robert S. Roglieri, Esq., and
Richard D. Trenk, Esq., at Trenk, Dipasquale, Dellafera & Sodona,
P.C., in West Orange, New Jersey.


HEXION INC: S. Feinstein Appointed to Parent's Board of Managers
----------------------------------------------------------------
Samuel Feinstein was appointed a member of the Board of Managers of
Hexion Holdings LLC, the indirect parent of  Hexion Inc., to fill
the vacancy created by David Sambur's resignation on Nov. 2, 2016.

Mr. Feinstein, age 33, has been an investment professional in
Apollo Global Management's private equity business since 2007.  He
currently serves on the boards of CEVA Holdings LLC, Vectra Corp.
and Pinnacle Agriculture Holdings, LLC.  Within the past five
years, he has also served on the board of directors of Taminco
Corporation.  Prior to 2007, Mr. Feinstein was a member of the
Investment Banking Group at Morgan Stanley, from September 2005 to
May 2007.  Mr. Feinstein will serve on the Holdings Compensation
and Audit Committees.

                       About Hexion Inc.

Hexion Inc., formerly known as Momentive Specialty Chemicals, Inc.,
headquartered in Columbus, Ohio, is a producer of thermoset resins
(epoxy, formaldehyde and acrylic).  The company is also a supplier
of specialty resins for inks and specialty coatings sold to a
diverse customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

Hexion reported a net loss attributable to the Company of $40
million on $4.14 billion of net sales for the year ended Dec. 31,
2015, compared to a net loss attributable to the Company of $223
million on $5.13 billion of net sales for the year ended Dec. 31,
2014.

                          *     *     *

The TCR reported on Oct. 3, 2014, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Momentive
Specialty by one notch to 'CCC+' from 'B-'.  "The downgrade
follows MSC's significant use of cash in the first half of 2014 and
our expectation that lackluster cash flow from operations and
elevated capital spending will cause free operating cash flow to be
significantly negative in 2014 and 2015," said Standard & Poor's
credit analyst Cynthia Werneth.

As reported by the TCR on Dec. 15, 2014, Moody's Investors Service
lowered the Corporate Family Rating of Momentive to 'Caa1' from
'B3'.  "Due to elevated leverage, heavy capital spending on new
capacity in 2014 and 2015, and the lack of meaningful improvement
in financial performance, Moody's have lowered Momentive
Specialty's rating," stated John Rogers, senior vice president at
Moody's.


HME HOLDINGS: Hires Natalia Alexa Colon Diaz as Special Counsel
---------------------------------------------------------------
HME Holdings, Inc., seeks authorization to hire Natalia Alexa Colon
Diaz Law Office as special counsel.

The professional services to be rendered by the Law Firm of Natalia
Alexa Colon Diaz will include, among other, legal advice in
employment law, including counseling of disciplinary actions,
business reorganization (labor considerations), review of
operational contracts and any other matters that the client refer
to the office.

Compensation for professional services to be rendered in this case
will be at the rate of $100 per hour plus any costs and expenses.

Natalia Alexa Colon Diaz 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 contacted at:

         NATALIA ALEXA COLON DIAZ LAW OFFICE
         The Hato Rey Center, Suite 1117, 268 Ave. Ponce de Leon
         San Juan, PR 00918
         Tel: (787) 428-6164
         Fax: 1-888-463-5317
         E-mail: ncolon@ncdlaw.com

                       About HME Holdings

HME Holdings, Inc., filed a chapter 11 petition (Bankr. D.P.R. Case
No. 16-07686) on September 28, 2016.  The petition was signed by
Ivan Marin, authorized representative. The Debtor is represented by
Carmen D. Conde Torres, Esq. and Luisa S. Valle Castro, Esq., at C.
Conde & Associates.  The Debtor estimated assets at $100,000 to
$500,000 and liabilities at $1 million to $10 million at the time
of the filing.

The Debtor provides management services for its two related
parties: Islandwide Logistics, Inc. and P.J. Rosaly Enterprises,
Inc. It runs the human resources, business development, information
and technology, finance and accounting departments for both P.J.
Rosay Enterprises and Islandwide Logistics. Together, the three
entities form the Islandwide Group.

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


HOSTESS HOLDCO: Moody's Hikes Corporate Family Rating to B1
-----------------------------------------------------------
Moody's Investors Service Inc. upgraded the Corporate Family Rating
to B1 from B2 and Probability of Default Rating to B1-PD from B2-PD
of Hostess Holdco, LLC and subsidiaries. Moody's also affirmed the
B1 ratings assigned to Hostess' $100 million first-lien revolving
credit facility and $918 million first-lien term loan. The ratings
outlook is stable.

The rating upgrades follow the completion of the previously
announced planned acquisition of Hostess by Gores Holdings, a
special purpose acquisition company. The transaction, which closed
on November 4th, 2016 resulted in a $217 million repayment of
Hostess' $300 million second-lien term loan through the use of a
portion of cash equity proceeds raised from Gores investors. The
remaining second-lien loans will be repaid using proceeds from $83
million of incremental first-lien term loans being offered to
investors today. Upon closing of the incremental financing,
expected later this month, the Caa1 second-lien term loan rating
will be withdrawn.

Moody's upgraded the following ratings of Hostess Holdco, LLC:

   -- Corporate Family Rating to B1 from B2;

   -- Probability of Default Rating to B1-PD from B2-PD.

Moody's affirmed the following ratings of Hostess Holdco, LLC and
subsidiaries:

   -- $100 million first-lien revolving credit facility expiring
      2020 at B1 (LGD 4);

   -- $918 million first-lien term loan maturing 2022 at B1 (LGD
      4) (to be expanded to $998 million).

   -- The rating outlook is stable.

RATINGS RATIONALE

Hostess' B1 Corporate Family Rating reflects reduced financial
leverage following the acquisition of the company by Gores
Holdings. The rating also reflects the continued financial success
of Hostess following its 2013 relaunch after being acquired out of
bankruptcy through the implementation of extended shelf life
technology and direct-to-warehouse distribution. Hostess has since
generated solid growth through expanding distribution, high profit
margins and good cash flow. The company's liquidity profile is also
strong. These positive factors are balanced against the company's
limited long-term growth potential in a narrow core product line,
concentrated plant operations, and relatively small scale.

The $100 million first-lien revolving credit facility and proposed
$998 million first-lien term loan are rated the same as the B1
Corporate Family Rating, reflecting the single debt class
capitalization that will exist upon the completion of the proposed
refinancing. These obligations are guaranteed by wholly owned
domestic subsidiaries, and by direct and indirect holding
companies, HG Holdings, LLC and Hostess Holdco, LLC (the financial
reporting holding company). The revolver and term loan are secured
by a first priority security interest in substantially all the
assets of the borrower and subsidiary guarantors.

The stable rating outlook reflects Moody's expectation that Hostess
will continue to profitably expand its sales and distribution,
which should provide a steady pace of deleveraging barring a major
acquisition.

The ratings could be downgraded if operating performance
deteriorates or if the company pursues a leveraged acquisition that
is likely to cause debt to EBITDA to be sustained above 5.0 times.

The rating could be upgraded if Hostess continues to successfully
manage growth, maintains stable operating performance, improves
earnings diversity and sustains debt to EBITDA below 4.0 times
while maintaining good liquidity.

Headquartered in Kansas City, MO, Hostess develops, manufactures,
markets, and sells packaged baked sweet goods in the United States
including snack cakes, donuts, sweet rolls, pies and related
products. Well known products include Twinkies, Ding Dongs,
Zingers, HoHo's, and Donettes. Pro forma revenue was $688 million
for the twelve months ended June 30, 2016. Hostess is owned 25% by
C. Dean Metropoulos, 17% by Apollo Global Management, 8% by Alec
Gores and 50% by other public and private investors.

The principal methodology used in these ratings was "Global
Packaged Goods" published in June 2013. Other methodologies used
include "Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA" published in June 2009.


HOUSTON BLUEBONNET: Seeks to Hire H. Miles Cohn as Counsel
----------------------------------------------------------
Houston Bluebonnet, LLC, asks the Bankruptcy Court for
authorization to employ H. Miles Cohn, Esq., and the law firm of
Crain, Caton & James, P.C., to serve as its bankruptcy counsel.

The Debtor requires the assistance of legal counsel in this case,
in order to assist in preparing schedules and statements and other
requirements, prepare a plan of reorganization and disclosure
statement, pursue claims and causes of action on behalf of the
bankruptcy estate, and represent and advise the Debtor regarding
other administrative and contested matters that may arise in this
proceeding.

As compensation for services, Mr. Cohn will be charged at the rate
of $400 per hour; Michelle Friery, a senior associate will also
regularly work on this matter, and her time will be charged at the
rate of $300 per hour; experienced bankruptcy paralegals will also
assist, and they will be charged at the rate of $125 per hour.
Other attorneys in CCJ may assist from time to time, and they will
be charged at rates consistent with the above rates and based on
the attorney's level of experience, but none will charge more than
$375 per hour.

H. Miles Cohn, Esq., 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 contacted at:

         H. Miles Cohn, Esq.
         CRAIN, CATON & JAMES, P.C.
         1401 McKinney Street, 17th Floor
         Houston, Texas 77010-4035
         Tel: (713) 752-8668
         Fax: (713) 658-1921
         E-mail: mcohn@craincaton.com

Based in LaGrange, Texas, Houston Bluebonnet, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No.
16-34850) on Sept. 30, 2016, estimating its assets and liabilities
at between $100,001 to $500,000. The petition was signed by Allyson
Davis.

H. Miles Cohn, Esq., of Crain, Caton & James, P.C., serves as the
Debtor's bankruptcy counsel.


IMPLANT SCIENCES: Equity Committee Objects to Assets Sale Bid
-------------------------------------------------------------
BankruptcyData.com reported that Implant Sciences' official
committee of equity security holders filed with the U.S. Bankruptcy
Court an objection to the Debtor's motion for an order approving
and authorizing bidding procedures in connection with the sale of
substantially all of the Debtors' assets; approving and authorizing
the bid protections, scheduling the related auction and hearing to
consider approval of the sale.  The objection asserts, "This
accelerated schedule affords the Committee little opportunity to
conduct the necessary diligence to assess various alternatives.  If
the Court should approve the proposed Bid Procedures, it is of
utmost importance that the Committee be given information access
and full consultation rights to assess the accelerated sale
timeline, the proposed APA, other sale issues and potential
alternative strategic exit options. In addition, the Committee
seeks to alleviate certain chilling and otherwise unfair Bidding
Procedure provisions, such as: (i) the limited 'no-shop' provision
already in place that may unduly limit a competitive sale process,
to the extent not immediately and fully dissolved; (ii) the
proposed $11 million dollar initial overbid protection and $4
million incremental overbid protection, both of which are
materially more than necessary to ensure that any Qualifying Bid by
another bidder is higher and better, and thus would chill bidder
participation; and (iii) the transfer of avoidance actions to the
purchaser that diminish the estate without appropriate
consideration and in contravention of applicable law."

As reported in the Oct. 12, 2016 edition of The Troubled Company
Reporter, before filing for bankruptcy, Implant Sciences and its
affiliates entered into a stalking horse purchase agreement with
L-3 Communications Corporation pursuant to which L-3 has agreed to
acquire substantially all of the Debtors' assets for $117.5 million
in cash, plus assumption of specified liabilities. L-3 has agreed
to preserve the Debtors' business as a going concern.              
          

                      About Implant Sciences

Headquartered in Wilmington, Massachusetts, Implant Sciences is a
leader in developing and manufacturing advanced detection
capabilities to counter and eliminate the ever-evolving threats
from explosives and drugs.  The company's team of dedicated trace
detection experts has developed proprietary technologies used in
its commercial products, thousands of which have been sold across
more than 70 countries worldwide.  The company's ETDs have received
approvals and certifications from several international regulatory
agencies including the TSA in the U.S., ECAC in Europe, CAAC and
the Ministry of Public Safety in China, Russia FSB, STAC in France,
and the German Ministry of the Interior.  It has also received the
2015 GSN Airport/Seaport/Border Security Award for "Best Security
Checkpoint".

The Company originally developed ion-based technologies and
provided commercial services and products to the semiconductor,
medical device, and security industries.  In 2007, the Debtors
decided to focus exclusively on their security products and
divested their non-core semiconductor and medical business.

Implant Sciences has been trading on the over-the-counter markets
under the trading symbol "IMSC" since May 2009, which has limited
the Debtors' liquidity and impaired their ability to raise capital,
as disclosed in court papers.  For further details on the Company
and its products, please visit the Company's Web site at
http://www.implantsciences.com/   

Implant Sciences and its direct subsidiaries IMX Acquisition Corp.,
C Acquisition Corp. and Accurel Systems International Corporation
each filed a voluntary petition under Chapter 11 of the Bankruptcy
Code on Oct. 10, 2016.  As of the Petition Date, the Debtors
estimated both assets and liabilities of $100 million to $500
million.


INLAND ENVIRONMENTAL: Committee Retains Fisher & Assoc. as Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Inland Environmental and Remediation, Inc., seeks entry of
an order authorizing the retention of Bennett G. Fisher &
Associates, P.C. d/b/a Fisher & Associates as counsel to the
Committee.

The hourly rates for Fisher & Associates' attorneys and
paraprofessionals are:

     Partners               $365 per hour
     Senior Associates      $240 per hour
     Associates             $150-$195 per hour
     Law Clerks             $100 per hour
     Paralegals             $95 per hour

The name, position, and hourly rate for Fisher & Associates
professionals presently expected to be primarily responsible for
providing services to the Committee are as follows:

     Bennett G. Fisher, partner, at $365 per hour
     Mathew R. Encino, associate, at $ 175 per hour
     Jordan R. Fisher, law clerk, at $ 100 per hour
     Candace Russell, paralegal, at S95 per hour

Bennett G. Fisher, Esq., 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 contacted at:

         Bennett G. Fisher, Esq.
         Mathew R. Encino, Esq.
         FISHER & ASSOCIATES
         55 Waugh Drive, Suite 603
         Houston, Texas 77007
         Tel: (713) 223-8400
         Fax: (713) 609-7766

                   About Inland Environmental

Inland Environmental and Remediation, Inc., sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No.
16-34624) on Sept. 14, 2016.  The petition was signed by David L.
Polston, chief executive officer and president.  The case is
assigned to Judge Jeff Bohm.

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

Richard L. Fuqua, II, Esq., at Fuqua & Associates P.C. serves as
the Debtor's bankruptcy counsel.


INNOVATIVE XCESSORIES: Moody's Assigns B2 Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Innovative
XCessories & Services LLC ("IXS") including a Corporate Family
Rating at B2, and Probability of Default Rating at B3-PD. In a
related action, Moody's assigned a B2 rating to the new $400
million senior secured term loan, and B2 ratings to the company's
$28 million senior secured revolver split into U.S. and Canadian
tranches. Proceeds from the new term loan will be used to refinance
the company's existing debt, fund a $145 million shareholder
distribution to the company's equity sponsors (affiliates of
Olympus Partners), and pay related fees and expenses. The rating
outlook is stable.

Moody's assigned the following ratings:

   Issuer: Innovative XCessories & Services LLC:

   -- Corporate Family Rating, at B2;

   -- Probability of Default, at B3-PD;

   -- $400 million senior secured term loan, at B2 (LGD3);

   -- $18 million senior secured revolver, at B2 (LGD3);

   -- Rating Outlook is Stable.

   Issuer: Line-X Canada Ltd.

   -- $10 million senior secured revolver, at B2 (LGD3);

   -- Rating Outlook is Stable.

RATINGS RATIONALE

IXS's B2 CFR incorporates the company's strong competitive position
as a leading supplier of spray-on pick-up truck bedliners, balanced
against concentration in a niche product heavily reliant on the
pick-up truck segment within the highly cyclical automotive light
vehicle market. With the introduction of the company's spray-on
bedliner to the original equipment manufacturers (OEM) in 2010, IXS
has participated in the recovery of new vehicle sales following the
Great Recession of 2009. Further supporting the company's
competitive position has been the consumer shift toward light
trucks that has been driven by recovering economic conditions and
low fuel prices. Consumer acceptance of spray-on bedliners (about
74% of revenues) along with other accessory products has driven the
EBITA margin over 20% in 2016.

Yet, truck bedliners remain a niche discretionary product applied
as a special option for the consumer. Shifts in consumer
preferences or advances in technology that favor other chemical
applications or "drop-in liners" may present competitive challenges
for the company. The retail price of spray-on bedliners also is
considerably higher than drop-in liners, which may expose the
company to competitive threat if more advanced drop-in bedliners
are introduced. The company also is dependent on the performance
level of the aftermarket network through which it franchises its
products. Pricing or volume pressure because of an increase in
competition, cyclical declines in auto sales, or changes in
consumer purchase behavior, as well an inability of franchises to
sustain sufficient profitability would negatively affect the
company. IXS also maintains high customer concentrations with the
top five customers representing almost 80% of 2016 revenues.

Further, weighing on the company's ratings is that over one-third
of the new debt will support a shareholder return to the company's
sponsors. Pro forma Debt/EBITDA for the transaction is estimated to
be 4.4x as of June 30, 2016. This shareholder return follows the
pay offs of shareholder subordinated notes and shareholder
preferred stock earlier in fiscal 2016. Moody's estimates that the
dividend will aggressively return a significant amount on the
sponsor's investment in the company. As such, the ratings consider
the risk of additional shareholder returns, which may further
leverage the company's balance sheet.

IXS is expected to have good liquidity over the next 12-15 months
supported by anticipated positive free cash flow generation and
availability under its $28 million revolving credit facilities. Pro
forma for the close of the transaction, IXS is expected to have
about $6.5 million of cash on hand. Moody's believes IXS should
generate positive free cash flow over the near-term in the high
single digits as a percentage of debt. The revolving credit
facility is expected to be unfunded at closing with about $1
million in outstanding letters of credit. The primary financial
covenant under the secured credit facilities will be a maximum
total 5.75x net leverage ratio that Moody's anticipates will have
ample covenant cushion over the near-term. Alternate liquidity will
be limited as the company's largely domestic assets will secure the
term loan and revolving credit facilities.

The Canadian revolver has slightly better recovery prospects
because it is guaranteed by the US borrower and guarantors and
supported by the same US collateral pledged to the US revolver and
term loan, as well as a pledge of the Canadian assets. However, the
Canadian operations are modest relative to the consolidated company
and Moody's does not believe any variance in recovery prospects is
significant enough to warrant a rating differential.

The stable rating outlook balances Moody's view that IXS' strong
free cash flow generation over the next 12-18 months will be used
to support shareholder returns rather than debt repayment which may
limit the company's financial flexibility as global automotive
demand plateaus.

The opportunity for a higher rating over the intermediate-term is
limited given the company's moderate size and demonstrated capacity
to support shareholder returns. Profitable growth that increases
scale could lead to an upgrade if the company can sustain
debt/EBITDA at around 3.0x or lower and EBITA/interest expense,
inclusive of restructuring charges, above 4x.

Future events that have the potential to drive a lower rating
include weakness in light truck sales, a consumer shift away from
up-fitting options, or declining volume with one of the company's
large customers or platforms, resulting in debt/EBITDA above 4.75x,
or EBITA/interest expense approaching 2.0x. A weakening liquidity
profile could also drive a negative rating action.

The principal methodology used in these ratings was "Global
Automotive Supplier Industry" published in June 2016.

Innovative XCessories & Services LLC (IXS), is a holding company
subsidiary of IXS Holdings, Inc. (headquartered in Huntsville, AL).
Through its subsidiaries, IXS provides protective coatings for
pick-up truck beds, as well as a wide range of other up-fit
services and accessories to automotive manufacturers. IXS also
engaged in the sale of Line-X franchises within North America that
are primarily used for the application of spray-on truck bedliners,
the sale of chemicals and machinery to franchise and licensees that
are used primarily for the application of spray-on truck bedliners
nationally and internationally. Revenues for the fiscal year ending
June 30, 2016 were approximately $381 million.


INT'L SHIPHOLDING: Seeks Approval of RSA with Seacor Capital
------------------------------------------------------------
BankruptcyData.com reported that International Shipholding filed
with the U.S. Bankruptcy Court a motion for entry of an order
authorizing the Debtors' entry into a restructuring support
agreement (RSA) with Seacor Capital.  The motion explains, "In the
three months since the Petition Date, the Debtors have worked
diligently with their key constituencies toward a goal of
maximizing the value of the Debtors' estates. After concluding a
comprehensive analysis of the alternatives available to the
estates, the Debtors have determined that the way to best reach
this goal is a two-pronged approach: the Debtors will (1) execute a
sale process for one of their four business segments, the Specialty
Business Segment, and (2) propose a plan of reorganization (the
'Plan'), with SEACOR as plan sponsor, to reorganize the remaining
business segments. As a first step in this process, the Debtors are
seeking authority to enter into the RSA, which serves as a
blueprint for a Plan and contemporaneously herewith have filed a
motion to establish procedures to sell the Specialty Business
Segment.  The RSA and its associated Term Sheet…both of which
were heavily negotiated by the Debtors and their advisors
contemplate that pursuant to the Plan and the transactions
contemplated thereby, SEACOR will: contribute $10 million in cash
to the reorganization process and contribute the DIP Claim
(including that portion owned by DVB Bank SE ('DVB'), which shall
be purchased by SEACOR or repaid by SEACOR) in exchange for 100% of
the equity in the reorganized Debtors offer employment
opportunities to the Debtors' union members on terms contained in
CBAs modified to contain terms not less favorable than the terms
proposed by the unions currently utilized by SEACOR for
substantially similar jobs (with such terms not including any
obligation to contribute to any defined benefit pension plans that
would be new to SEACOR) arrange for a $25 million exit facility
assume certain of the Debtors' pre-petition contracts."

               About International Shipholding

International Shipholding Corporation filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 16-12220) on July 31, 2016.  Its
affiliated Debtors also filed separate Chapter 11 petitions. The
petitions were signed by Manuel G. Estrada, vice president and
chief financial officer.

The Debtors are represented by David H. Botter, Esq., Sarah Link
Schultz, Esq., and Travis A. McRoberts, Esq., at Akin Gump Strauss
Hauer & Feld LLP. The Debtors' Restructuring Advisor is Blackhill
Partners, LLC.  Their Claims, Noticing & Balloting Agent is Prime
Clerk LLC.

The Debtors disclosed total assets at $305.08 million and total
debts at $226.83 million as of March 31, 2016.

William K. Harrington, the U.S. Trustee for the Southern District
of New York, on Sept. 1 appointed three creditors to serve on the
official committee of unsecured creditors of International
Shipholding Corporation. The Committee hires Pachulski Stang Ziehl
& Jones LLP as counsel, and AMA Capital Partners, LLC as financial
advisor.


IRELAND NEEDLECRAFT: Seeks $30,000 Line of Credit from CSG
----------------------------------------------------------
Ireland Needlecraft, Inc. d/b/a H&S Bicycles, asks the U.S.
Bankruptcy Court for the Central District of California for
authorization to obtain postpetition financing from Cycling Sports
Group, Inc.

The Debtor relates that it has reached an agreement with Cycling
Sports Group, which is the Debtor's primary prepetition supplier of
bicycle products, by which the Debtor will return un-sold
prepetition bicycle inventory and Cycling Sports Group will provide
a line of credit to the Debtor to obtain new product from Cycling
Sports Group.

The Debtor is indebted to Cycling Sports Group in the approximate
amount of $220,879, on a line of credit, which the Debtor used to
purchase bicycles and other related products for retail.  The
Debtor believes that Cycling Sports Group holds the senior and only
lien on proceeds from the sale of the bicycle inventory which it
has supplied to the Debtor, as well as related products.

The Debtor contends that Giant Bicycle recorded a separate
financing statement with the California Secretary of State, but its
financing statement explicitly limits its security interest to
bicycle inventory in which it, Giant Bicycle, supplied to the
Debtor.

The Debtor tells the Court that to enable the Debtor to continue
its operations, Cycling Sports Group had agreed to provide
postpetition financing to the Debtor.

The relevant terms, among others, of the proposed line of credit
are:

     (1) Cycling Sports Group will provide the Debtor with a line
of credit with a maximum amount of $30,000, or $15,000 per store,
with 30-day repayment terms.

     (2) After the Debtor has three months of on time payment in
full, the line will increase to $50,000.  If thereafter, the Debtor
makes any late or partial payment, at Cycling Sports Group's
discretion, the credit limit on the line of credit will revert back
to $30,000 for another three-month minimum period before rising
again to $50,000.

     (3) Cycling Sports Group will be entitled to charge
contractual interest rate, pursuant to the terms of the line of
credit.  The interest rate for late payments on the line of credit
is 1.5% per month.

     (4) Cycling Sports Group's lien will be cross-collateralized
by all prepetition and postpetition bicycle inventory supplied by
Cycling Sports Group.

     (5) To the extent that Cycling Sports Group holds a secured
claim at the time of plan confirmation, it will accept payment of
its prepetition claim for a period of as long as five years.
During such payment, Cycling Sports Group will retain its lien and
receive replacement liens in new bicycle inventory supplied by
Cycling Sports Group.  Cycling Sports Group's postpetition claim
will be deemed to be an administrative claim and will be paid
pre-confirmation and post-confirmation of a plan pursuant to the
terms of the line of credit.

The Debtor tells the Court that it intends to continue to operate
its Burbank store and to propose a reorganization plan.  The Debtor
further tells the Court that the line of credit will allow the
Debtor to obtain bicycle inventory to sell and to make special
orders on bicycle inventory.  The Debtor adds that without access
to the financing, the Debtor will have difficulties proposing a
feasible plan of reorganization which it presently intends to file
in winter, 2017.

A full-text copy of the Debtor's Motion, dated November 7, 2016, is
available at
http://bankrupt.com/misc/IrelandNeedlecraft2016_116bk12518mt_87.pdf

                 About Ireland Needlecraft

Ireland Needlecraft, Inc., operates two retail bicycle stores in
Granada Hills and in Burbank, California.  It also sells bicycles
and related products online.  

Ireland Needlecraft filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 16-12518) on Aug. 29, 2016.  The petition was signed by
Robert Stotts, Jr., vice president.  The case is assigned to Judge
Maureen Tighe.  The Debtor estimated assets at $500,001 to $1
million and liabilities at $1 million to $10 million at the time of
the filing.

No examiner or trustee has been appointed, and no official
committee of creditors has been established.

The Debtor is represented by Steven R. Fox, Esq., at the Law
Offices of Steven R. Fox.


JEFF BENFIELD: Allowed to Use Cash Collateral Until Dec. 13
-----------------------------------------------------------
Judge J. Craig Whitley of the U.S. Bankruptcy Court for the Western
District of North Carolina authorized Jeff Benfield Nursery, Inc.
to use cash collateral on an interim basis, beginning Oct. 27, 2016
through Dec. 13, 2016.

The approved Budget provided for total operating expenses in the
amount of $373,306 for October 2016, $345,395 for November 2016,
and $399,620 for December 2016.

The Debtor's Lenders were granted valid, enforceable, perfected and
continuing security interests in, and liens upon all postpetition
assets of the Debtor of the same character and type, to the same
extent and validity as the Lenders' liens and encumbrances attached
to the Debtor's assets prepetition.

The Debtor was directed to provide a budget-to-actual cash usage
comparison report to the Lenders and the Bankruptcy Administrator
on or before Dec. 6, 2016.

The final hearing on the Debtor's use of cash collateral is
scheduled on Dec. 13, 2016 at 10:30 a.m.

A full-text copy of the Interim Order, dated Nov. 7, 2016, is
available at
http://bankrupt.com/misc/JeffBenfield2016_1640375_90.pdf

              About Jeff Benfield Nursery, Inc.

Headquartered in Marion, North Carolina, Jeff Benfield Nursery,
Inc., operates a commercial wholesale nursery, growing trees,
shrubs, and similar agricultural products on approximately 1,000
acres in McDowell and Avery Counties.  The Debtor, which was formed
in 1989, has 30 regular employees and additional seasonal workers.

Jeff Benfield Nursery, Inc. filed a chapter 11 petition (Bankr.
W.D.N.C. Case No. 16-40375) on Aug. 26, 2016.  The petition was
signed by Jeffrey L. Benfield, president.  The case is assigned to
Judge J. Craig Whitley.  The Debtor is represented by Richard S.
Wright, Esq., at Moon Wright & Houston, PLLC.  The Debtor estimated
assets at $10 million to $50 million and liabilities at $1 million
to $10 million at the time of the filing.

The Company previously sought bankruptcy protection in 2009 (Case
No. 09-40311), and its plan of reorganization was confirmed in an
order entered on June 10, 2010.



JEVIC HOLDING: Solicitor General Wants 3rd Cir. Ruling Reversed
---------------------------------------------------------------
Jeff Montgomery, writing for Bankruptcy Law360, reported that
Acting U.S. Solicitor General Ian H. Gershengorn has secured a
place among the parties slated to argue a closely watched U.S.
Supreme Court appeal of a structured Chapter 11 dismissal in
Delaware that bypassed absolute priority schemes for asset
distributions.  According to the report, friend of the court briefs
filed with the high court already cite the case, Casimir Czyzewski
et al. v. Jevic Holding Corp. et al., as a potential bankruptcy law
landmark that could resolve -- or further muddle -- conflicting
circuit court rulings on contested settlement agreements.

The report relates that in an amicus brief seeking reversal,
Gershengorn argued that the Third Circuit erred in upholding a
Delaware bankruptcy judge's approval of a case settlement in 2012
that allowed Jevic and its senior creditors to avoid paying legal
claims arising from employee layoffs.

Gershengorn was invited to submit an amicus brief in February and
was approved to argue on Nov. 7.  According to him, terms for
dismissal of Jevic's Chapter 11 blocked any nonbankruptcy court
proceedings that would have allowed laid-off workers a recovery for
alleged violations of the Worker Adjustment and Retraining
Notification Act.

Jevic Transportation, Inc., a now-bankrupt trucking company, is a
wholly-owned subsidiary of Jevic Holding, which is itself a
wholly-owned subsidiary of Sun Transportation, LLC.  SCPI owns 100%
of the equity in Sun Transportation, LLC.  SCPI created Sun
Transportation, LLC and Jevic Holding to acquire the debtors.
SCPI's co-Chief Executive Officers are Rodger R. Krouse and Marc J.
Leder.

In 2006, Sun Transportation, LLC acquired the debtors in a
leveraged buyout. The buyout gave Jevic access to an $85 million
revolving credit facility from a bank group led by CIT
Group/Business Credit, Inc.  Upon the acquisition, Jevic and SCPI
entered into a management-services agreement governing the
relationship between them. Jevic struggled through 2007 and
eventually its assets fell below the level required to maintain its
credit facility from CIT.  In March 2008, SCPI chose not to invest
more money in Jevic, and Jevic began an active sale process.  After
meetings with buyers did not produce a sale, on May 16, 2008,
Jevic's board authorized a bankruptcy filing.  Jevic then sent its
employees termination notices under the WARN Act, which they
received on May 19, 2008. Jevic filed for Chapter 11 bankruptcy the
next day, May 20.

On May 21, 2008, plaintiffs filed a class-action lawsuit alleging
Jevic and SCPI were a "single employer" for purposes of the WARN
Act.  The Bankruptcy Court certified the class.

During discovery, plaintiffs deposed 12 people. They also asked to
depose Krouse and Leder. After SCPI moved for a protective order,
the Bankruptcy Court quashed plaintiffs' notices of the depositions
of Krouse and Leder.

SCPI and plaintiffs each moved for summary judgment on the
plaintiffs' single-employer claim. The Bankruptcy Court held Jevic
and SCPI were not a single employer under the WARN Act.
Accordingly, it granted SCPI's motion and denied plaintiffs'
motion.

Subsequently, plaintiffs appealed to the District Court, which
affirmed the Bankruptcy Court in all respects.  Plaintiffs appealed
to the U.S. Court of Appeals for the Third Circuit, which also
upheld in July the lower courts' rulings.

                    About Jevic Transportation

Based in Delanco, New Jersey, Jevic Transportation Inc. --
http://www.jevic.com/-- provided trucking services.  Two  
affiliates -- Jevic Holding Corp. and Creek Road Properties-- have
no assets or operations.  Jevic et al. sought Chapter 11
protection (Bankr. D. Del. Case No. 08-11008) on May 20, 2008.

Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr
Harrison Harvey Branzburg & Ellers, in Wilmington, Del.,
represented the Debtors.

The U.S. Trustee for Region 3 appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Robert J.
Feinstein, Esq., Bruce Grohsgal, Esq., and Maria A. Bove, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Del., represent
the Official Committee of Unsecured Creditors.

Before filing for bankruptcy, the Debtors initiated an orderly
wind-down process.  As a part of the wind-down process, the
Debtors ceased substantially all of their business and
terminated roughly 90% of their employees.  The Debtors continue
to manage the wind-down process in an attempt to deliver all
freight in their system and to retrieve their assets.

When the Debtors sought protection from their creditors, they
estimated assets and debts between $50 million and $100 million.
At Oct. 31, 2010, the Debtor had total assets of $425,000, total
liabilities of $12.2 million, and a stockholders' deficit of
$11.8 million.


JO-JO HOLDINGS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                       Case No.
     ------                                       --------
     Jo-Jo Holdings, Inc.                         16-44337
     301 Commerce Street, Suite 1450
     Fort Worth, TX 76102

     Backwoods Retail, Inc.                       16-44338
     3300 N. I-35, Ste. 149
     Austin, TX 78705

     Backwoods Adventures, Inc.                   16-44339
     3300 N. I-35, Ste. 149
     Austin, TX 78705

Chapter 11 Petition Date: November 9, 2016

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Hon. Russell F. Nelms (16-44337 and 16-44339)
       Hon. Mark X. Mullin (16-44338)

Debtors' Counsel: Katherine T. Hopkins, Esq.
                  KELLY HART & HALLMAN LLP
                  201 Main Street, Suite 2500
                  Fort Worth, TX 76102
                  Tel: (817) 332-2500
                  Fax: (817) 878-9280
                  E-mail: katherine.thomas@kellyhart.com

                     - and -

                  Michael A. McConnell, Esq.
                  KELLY HART & HALLMAN LLP
                  201 Main Street, Suite 2500
                  Ft. Worth, TX 76102
                  Tel: (817) 810-5487
                  Fax: (817)8 78-9280
                  E-mail: michael.mcconnell@khh.com

                     - and -

                  Nancy Ribaudo, Esq.
                  KELLY HART & HALLMAN LLP
                  201 Main Street, Suite 2500
                  Fort Worth, TX 76102
                  Tel: (817) 878-3574
                  Fax: (817) 878-9774
                  E-mail: nancy.ribaudo@khh.com

                     - and -

                  Clay M. Taylor, Esq.
                  KELLY HART & HALLMAN LLP
                  201 Main Street, Suite 2500
                  Ft Worth, TX 76102
                  Tel: (817) 332-2500
                  Fax: (817) 878-9280
                  E-mail: clay.taylor@kellyhart.com

                                          Estimated   Estimated
                                           Assets    Liabilities
                                         ----------  -----------
Jo-Jo Holdings, Inc.                      $0-$50K      $1M-$10M
Backwoods Retail, Inc.                   $1M-$10M     $10M-$50M
Backwoods Adventures, Inc.                $0-$50K    $500K-$1M

The petitions were signed by Jennifer Mull Neuhaus, president.

The Debtors did not include a list of their largest unsecured
creditors when they filed the petitions.


KAISER GYPSUM: Hires Cook Firm as Special Insurance Counsel
-----------------------------------------------------------
Kaiser Gypsum Company, Inc., and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the Western District
of North Carolina to employ Cook Law Firm, P.C. as special
insurance counsel.

In April 2001, Truck Insurance Exchange filed a lawsuit in
California state court against the Debtors seeking a ruling that
the Debtors' design, production and distribution of their
asbestos-containing products constituted a single occurrence and,
thus, the Truck Policies had already been exhausted. In 2002, the
Debtors filed a cross-complaint against Truck and their excess
insurers contending, among other things, that to the extent the
primary coverage was exhausted, the excess insurers were obligated
to indemnify the Debtors against asbestos personal injury claims.

The Debtors require Cook Firm to:

     a. counsel and represent the Debtors in connection with
matters arising from or related to the Debtors' insurance coverage
with respect to asbestos claims, including the Coverage
Litigation;

     b. counsel and represent the Debtors and assist bankruptcy
counsel in connection with issues related to insurance coverage for
asbestos liabilities, including in connection with any plan of
reorganization and related documents; and

     c. perform such other services as the Debtors may request from
time to time, including services related to insurance coverage for
environmental liabilities.

Cook Firm lawyers will be paid $400-$600 per hour.

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

Prior to the petition date, in January 2015, the Cook Firm received
a retainer of $45,000 for services rendered or to be rendered and
for reimbursement of expenses. As of the Petition Date, the balance
of the Retainer was $21,200.

In the one-year period preceding the Petition Date, the Cook Firm
received payments for fees and expenses incurred on behalf of the
Debtors totaling $271,429.28, exclusive of the Retainer.

Philip E. Cook, Esq., managing attorney of The Cook Law Firm, P.C.,
assured the Court that the firm does not represent any interest
adverse to the Debtors and their estates.

The Debtors have also filed or will file applications to retain
Jones Day as bankruptcy counsel, Rayburn Cooper & Durham, P.A. as
local counsel, K&L Gates LLP as special insurance counsel with
respect to coverage for environmental liability, and Miller Nash
Graham & Dunn LLP as special environmental and insurance counsel
with respect to coverage for environmental liability.

Cook Law Firm may be reached at:

      Philip E. Cook, Esq.
      The Cook Law Firm, P.C.
      707 Wilshire Blvd., Suite 3600
      Los Angeles, CA 90017
      Telephone: (213)988-6100
      Facsimile: (213)988-6099
      E-mail: pcook@cooklawfirm.la

                    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, Kaiser and Hanson 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.


KAISER GYPSUM: Hires K&L Gates as Special Insurance Counsel
-----------------------------------------------------------
Kaiser Gypsum Company, Inc., and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the Western District
of North Carolina to employ K&L Gates LLP. as special insurance
counsel.

On September 29, 2016, the Debtors, with the assistance of K&L
Gates, filed suit in state court in Portland, Oregon against the
Debtors' primary and excess insurers seeking, among other things, a
declaratory judgment that the primary and excess insurers are
obligated to defend and/or indemnify the Debtors for environmental
liabilities.

The Debtors require K&L Gates to:

     a. counsel and represent the Debtors in connection with
matters arising from or related to the Debtors' insurance coverage,
particularly with respect to environmental liability; and including
the Oregon Coverage Action.

     b. counsel and represent the Debtors and assist the general
bankruptcy counsel in connection with issues related to insurance
coverage for environmental liabilities; and

     c. perform such other services as the Debtors may request from
time to time, including services related to insurance coverage for
environmental liabilities.

K&L Gates lawyers will be paid $240-$692.75 per hour.

K&L Gates will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Prior to the Petition Date, on September 26, 2016, HPCI paid K&L
Gates a retainer of $124,622.90 for services rendered or to be
rendered and for reimbursement of expenses. As of the Petition
Date, there is a Retainer balance of approximately $64,389. HPCI is
the direct parent of Debtor Kaiser Gypsum Company, Inc.  

In the one year period preceding the Petition Date, K&L Gates
received payments from HPCI for professional fees and expenses
incurred on behalf of the Debtors totaling approximately
$190,310.95, inclusive of the retainer.

Kay Brady, Esq., partner of K&L Gates, LLP, assured the Court that
the firm does not represent any interest adverse to the Debtors and
their estates.

The Debtors have also filed or will file applications to retain
Jones Day as general bankruptcy counsel, Rayburn Cooper & Durham,
P.A. as local bankruptcy counsel, The Cook Law Firm, P.C., as
special insurance counsel, and Miller Nash Graham & Dunn LLP as
special environmental counsel and insurance counsel.

K&L Gates may be reached at:

       Kay M. Brady
       K&L Gates, LLP
       K&L Gates Center
       210 Sixth Avenue
       Pittsburgh, PA 15222-2613
       Tel: +1.412.355.6235
       Fax: +1.412.355.6501
       E-mail: kay.brady@klgates.com

                  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, Kaiser and Hanson 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.


LANGERMANN'S OF BALTIMORE: May Use Rewards Network Cash
-------------------------------------------------------
Judge David E. Rice on Nov. 4, 2016, signed an agreed order
granting Langermann's of Baltimore, LLC's motion to use certain
cash and cash equivalents which are "cash collateral" and security
for repayment of obligations owing to Rewards Network Establishment
Services, Inc.

A copy of the Agreed Order is available at:

http://bankrupt.com/misc/mdb16-17913_44_Cash_Ord_Langermanns.pdf

As reported in the Oct. 13, 2016 edition of the TCR, Rewards
Network holds a liquidated secured claim against the Debtor in the
amount of at least $11,441 plus attorney's fees and costs allowable
under the Bankruptcy Code.  Rewards Network holds a valid and
perfected lien and security interest in all of the collateral,
including all assets and proceeds which are cash collateral.

The Debtor relates that Rewards Network has consented to the
Debtor's use of cash collateral, and has required post-petition
performance and payment of postpetition cure amount, requiring an
expenditure of $375 to $550 per month.

The Debtor's proposed Budget provides for total monthly payroll in
the amount of $95,505 and total monthly other controllable
expenses
in the amount of $18,779.

The Debtor tells the Court that Creditors Maryland Department of
Housing and Community Development and Can Capital, Inc., appear to
be second and third in priority, respectively, with respect to
claims of security interest in the cash collateral.

A full-text copy of the Debtor's proposed Budget, dated Oct. 10,
2016, is available at:

http://bankrupt.com/misc/LangermannsofBaltimore2016_1617913_37_1.pdf


                About Langermann's of Baltimore

Langermann's of Baltimore, LLC, is in the business of owning,
managing and operating a restaurant named Langermann's located at
2400 Boston Street, Baltimore, Maryland.

Langermann's of Baltimore filed a chapter 11 petition (Bankr. D.
Md. Case No. 16-17913) on June 10, 2016.  The petition was signed
by David McGill, member.  The Debtor is represented by Stephen L.
Prevas, Esq., at Prevas and Prevas.  The Debtor estimated assets
at
$100,001 to $500,000 and liabilities at $500,001 to $1 million at
the time of the filing.


LIGHTSTREAM RESOURCES: December 7 Claims Bar Date Set
-----------------------------------------------------
The Court of Queen's Bench of Alberta ordered FTI Consulting Canada
Inc., monitor of Lightstream Resources Ltd. et al., to assist the
companies with conducting a claims process with respect to certain
claims against the companies and their present and former directors
and officers.

All proofs of claim must be filed no later than 5:00 p.m. (mountain
time) on Dec. 7, 2016.

The claims process order, the claims package, additional proofs of
claim and related materials may be accessed from the monitor's
website at http://cfcanada.fticonsulting.com/lightstream.

The monitor can be reached at:

   FTI Consulting Canada Inc.
   Attention: Deryck Helkaa
              Dustin Olver
   720, 440 - 2nd Avenue SW
   Calgary, AB T2P 5E9
   Tel: 1 (855) 344-1825
   Fax: (403) 232-6116
   Email: lighstream@fticonsulting.com

                   About Lightstream Resources

Lightstream Resources Ltd. is a Calgary, Alberta-based exploration
and production company with about 25,000 boe of daily production
and proved developed and total proved reserves of 51 million boe
and 79 million boe, respectively.

Lightstream Resources disclosed that on Sept. 26, 2016, it obtained
an initial order (the "Initial Order") from the Court of Queen's
Bench of Alberta (the "Court") under the Companies' Creditors
Arrangement Act (the "CCAA") as the Company continues working to
restructure its balance sheet.  

FTI Consulting Canada Inc. has been appointed Monitor of the
Company for the CCAA proceedings

                          *     *     *

In September 2016, Moody's Investors Service downgraded the
Probability of Default Rating for Lightstream Resources to 'D-PD'
from 'C-PD/LD' in response to the Company's announcement that it
obtained an initial court order to restructure under the Companies'
Creditors Arrangements Act (CCAA).

Lightstream's 'C' Corporate Family Rating (CFR) and 'C' senior
unsecured notes rating were affirmed.  The rating outlook is
negative.


LINN ENERGY: Enters into Amended Restructuring Support Agreement
----------------------------------------------------------------
BankruptcyData.com reported that according to documents filed with
the Securities and Exchange Commission, LINN Energy entered into a
first amended and restated restructuring support agreement (RSA)
with (i) certain holders of the Company's 12% Senior Secured Second
Lien Notes due December 2020 and (ii) certain holders of the
Company's unsecured notes. The amended and restated RSA sets forth,
subject to certain conditions, the commitment of the LINN Debtors
and consenting creditors to support a comprehensive restructuring
of the LINN Debtors' long-term debt.  The majority of the terms of
the amended and restated RSA are substantially identical to those
set forth in the original RSA.  The amended and restated RSA
includes limited changes to the treatment of claims under the LINN
Energy credit agreement, including that such claims will be allowed
as fully secured claims under the Plan and will not be subject to
off-set, avoidance, re-characterization, recoupment or
subordination. Further, the amended and restated RSA provides that
holders of claims under the LINN Energy credit agreement will
receive, as part of the Plan, (i) a cash paydown equal to the sum
of (a) $500 million from cash equity contributions at the closing
of the take-back debt facility, plus (b) other amounts from LINN's
cash on hand (net of Chapter 11 and transaction expenses)
consistent with the Plan and subject to anti-cash hoarding
provisions in the take-back debt facility, and (ii) a take-back
debt facility on the terms and conditions set forth in the amended
and restated RSA.

                    About Linn Energy

Headquartered in Houston, Texas, Linn Energy, LLC, and its
affiliates are independent oil and natural gas companies. Each
of Linn Energy, LLC, and 14 of its subsidiaries filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Lead Case No. 16-60040) on May 11, 2016. The petitions were
signed by Arden L. Walker, Jr., chief operating officer of LINN
Energy.

The Debtors have hired Paul M. Basta, Esq., Stephen E. Hessler,
Esq., Brian S. Lennon, Esq., James H.M. Sprayregen, Esq., and
Joseph M. Graham, Esq., at Kirkland & Ellis LLP and Kirkland &
Ellis International LLP as general bankruptcy counsel, Jackson
Walker L.L.P. as co-counsel, Lazard Freres & Co. LLC as financial
advisor, AlixPartners as restructuring advisor and Prime Clerk LLC
as claims, notice and balloting agent.

Judge David R. Jones presides over the cases.

The Office of the U.S. Trustee has appointed five creditors of
Linn Energy LLC to serve on the official committee of unsecured
creditors.  The Committee tapped Mark I. Bane, Esq., and Keith H.
Wofford, Esq., at Ropes & Gray LLP; and Moelis & Company LLC as
investment banker.  It also retained as Texas Oil & Gas Counsel,
John P. Melko, Esq., David S. Elder, Esq., and Michael K. Riordan,
Esq., at Gardere Wynne Sewell LLP.


LP CLEANERS: Seeks to Hire Edmiston Foster as Counsel
-----------------------------------------------------
LP Cleaners, Inc., asks the Bankruptcy Court for approval to hire
Keith L. Edmiston of Edmiston Foster as its counsel, nunc pro tunc
to Oct. 27, 2016.

The professional services to be rendered by Counsel include:

   a. giving the Debtor legal advice with respect to its powers and
duties in the continued operation and management of its property
and activities;

   b. preparing on behalf of the Debtor necessary applications,
motions, answers, orders, reports, and other legal papers.

   c. making all necessary appearances in this Court on behalf of
the Debtor;

   d. performing all other legal services for the Debtor which may
be necessary.

The terms of the employment of Counsel agreed to by the Debtor,
subject to the approval of the Court, is that Counsel will
undertake this representation at his standard hourly rate for such
matters.  Counsel, presently designated to represent the Debtor,
will charge $250 per hour.

Keith L. Edmiston 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 contacted at:

         Keith L. Edmiston
         EDMISTON FOSTER
         P.O. Box 30782
         Knoxville, TN 37930
         Tel: (865) 249-6038
         E-mail: keith.edmiston@edmistonfoster.com

Knoxville, Tenn.-based LP Cleaners, Inc., filed for Chapter 11
bankruptcy protection (Bankr. E.D. Tenn. Case No. 16-33166) on Oct.
27, 2016, estimating its assets and liabilities at between $100,001
to $500,000.  The petition was signed by Larry Pappas, president.
Keith L. Edmiston, Esq., of Edmiston Foster, serves as the Debtor's
bankruptcy counsel.


MACBETH DESIGNS: Has Interim Approval to Use Cash Collateral
------------------------------------------------------------
Judge John K. Sherwood on Nov. 4, 2016, entered an interim order
authorizing Macbeth Designs LLC to use cash collateral in which
secured lenders Jan Josephs and JPMorgan Chase Bank, N.A., have an
interest, in accordance with the 90-day budget.

A final hearing is scheduled for Dec. 6, 2016, at 10:00 a.m.  In
the event no objections are filed, the Interim Order will continue
in full force and effect and will be deemed a Final Order without
further notice or hearing.

                      Cash Collateral Motion

As reported in the Nov. 10, 2016 edition of the TCR, the Debtor
said it requires the immediate use of cash collateral to pay its
usual and ordinary operating expenses for design and related
operating costs and maintain the value of its business while the
Debtor reorganizes its business operations.  

The Debtor is obligated to Chase under a business line of credit
(the "Chase LOC") of which approximately $81,073 remains
outstanding as of the Petition Date.  The Chase LOC is secured by
an alleged perfected security interest in all of the Debtor's
assets.

In addition, because of the Debtor's severe cash flow issues, it
was necessary for the Debtor to obtain a loan from Josephs, who is
the ex-husband of the Debtor's managing member, Margaret Josephs.
The Debtor is obligated to Josephs under the terms of a promissory
note dated May 25, 2016 in the original principal amount of
$250,000 (the "Josephs Note") of which approximately $231,556
remains outstanding as of the Petition Date.  The Josephs Note is
secured by an alleged perfected security interest in the Debtor's
assets, including its cash, accounts, accounts receivable,
royalties, and contract rights, which is subordinate to Chase.  The
Josephs Note is also personally guaranteed by Margaret Josephs.

As adequate protection, the Secured Creditors will receive
replacement liens and statutory rights under 11 U.S.C. Sec.
507(b).

As additional adequate protection for the use of Cash Collateral,
the Debtor proposes to pay monthly payments to Chase under the
Chase LOC in the amount of $9,222.  In addition, the Debtor
further
proposes to pay Josephs the monthly payment to which he is
entitled
under the Josephs Note in the amount of approximately $1,300 per
month.

The 90-day budget projects quarterly revenue of $200,000 and total
expenses of $163,813 during the period.  A copy of the Budget is
available for free at:

   http://bankrupt.com/misc/njb16-30967_3_Budget_Macbeth.pdf

                       About Macbeth Designs

Macbeth Designs LLC is a limited liability company incorporated in
the State of New Jersey which licenses designs as a part of the
Macbeth Collection brand.  Macbeth Collection is a global
lifestyle
brand known for its "on trend" bright colors and preppy bohemian
prints with a presence in over 6,000 department and specialty
stores ranging from big box retailers like Wal-Mart to high end
department stores like Saks Fifth Avenue.

Together with other related entities in which Margaret Josephs
holds an ownership interest, Macbeth Designs LLC is engaged in the
business of creating, designing and marketing products which
contain various designs that have been developed and maintained
since the inception of the Macbeth Collection brand in 2001.
Currently, Macbeth Designs licenses its trademarks and designs in
connection with, among other things, home accessories, various
storage products, consumer electronics, personal care products and
clothing.

Macbeth Designs, LLC, filed a Chapter 11 petition (Bankr. D.N.J.
Case No. 16-30967) on Nov. 1, 2016.  The Hon. Stacey L. Meisel is
the case judge.  The petition was signed by Margaret Josephs,
managing member.

The Debtor tapped David Edelberg, Esq., at Cullen and Dykman LLP,
in Hackensack, New Jersey, as counsel.

The Debtor disclosed $72,000 in assets and $1.50 million in
liabilities as of the bankruptcy filing.



MADISON MAIDENS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Madison Maidens, Inc.
        135 Madison Avenue
        New York, NY 10016

Case No.: 16-13130

Nature of Business: Manufactures women sleepwear and intimate
                    apparel under the brand, Jones

Chapter 11 Petition Date: November 10, 2016

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

Judge: Hon. Stuart M. Bernstein

Debtor's Counsel: Matthew J. Gold, Esq.
                  KLEINBERG, KAPLAN, WOLFF & COHEN, P.C.
                  551 Fifth Avenue, 18th Floor
                  New York, NY 10176
                  Tel: (212) 880-9827
                  Fax: (212) 986-8866
                  E-mail: mgold@kkwc.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Steven Kattan, president.

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


MANITOWOC CO: S&P Lowers Rating to 'B'; Outlook Negative
--------------------------------------------------------
S&P Global Ratings said that it has downgraded Wisconsin-based
crane manufacturer Manitowoc Co. Inc. to 'B' from 'B+'.  The
outlook is negative.

At the same time, S&P lowered its issue-level rating on the
company's senior secured notes to 'B' from 'B+'.  The '3' recovery
rating remains unchanged, 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 the extremely soft global demand for
cranes, which has weakened the company's operating performance and
caused its credit metrics to deteriorate through the third quarter
of 2016," said S&P Global credit analyst Tyrell Peebles.  The
company downwardly revised its guidance for the balance of 2016 and
S&P expects that its operating environment will remain challenged,
at least through 2017, because of the excess supply of crane
equipment in its industry.  Therefore, S&P expects that Manitowoc's
revenue will continue to decline in 2017, though at a more moderate
pace, and anticipate that this decline will be partially mitigated
by modest margin improvement from management's restructuring
initiatives and new product launches.  Incorporating these
expectations, S&P believes that Manitowoc's adjusted debt-to-EBITDA
metric will be about 8x in 2016, improving to about 6x in 2017.
Although S&P expects the company's leverage to remain high, it
believes that it will generate modest free operating cash flow
(FOCF) and maintain its moderate cash balances (including the
availability under its asset-based lending [ABL] facility).  In
addition, S&P expects the company to maintain at least a 15%
cushion under its 1x fixed-charge covenant over the next 12-18
months.

The negative outlook on Manitowoc reflects S&P's expectation that
continued weak demand in the company's end markets will constrain
its operating performance and cause its leverage metrics to become
elevated over the next 12-18 months.  The negative outlook also
incorporates the potential for further deterioration in the
company's operating performance, which could limit its ability to
reduce its leverage from currently elevated levels.

S&P could lower its rating on Manitowoc if the company's operating
performance is weaker than S&P expects and its leverage remains
above 6.5x over the next 12 months with limited prospects for
improvement.  Additionally, S&P could consider lowering its rating
on the company if it expects its free cash flow generation to turn
negative on a sustained basis and its liquidity becomes constrained
such that the headroom under the fixed charge covenant on its ABL
revolver is meaningfully reduced.

S&P would consider revising its outlook on Manitowoc to stable if
the company is able to reduce its leverage below 6.5x on a
sustained basis and S&P expects it to generate modest free cash
flow.


MARK STEVENS: Disclosures OK'd; Plan Confirmation Hearing on Dec. 7
-------------------------------------------------------------------
The Hon. Bruce A. Harwood of the U.S. Bankruptcy Court for the
District of New Hampshire has approved Mark Stevens and Mary
Kathleen Stevens' first amended disclosure statement dated Oct. 21,
2016, referring to the Debtors' plan of reorganization dated Oct.
21, 2016.

Nov. 29, 2016, is fixed as the last day for filing written
acceptances or rejections of the Plan.
  
Nov. 29, 2016, is fixed as the last day for filing and serving
written objections to confirmation of the Plan.  

A hearing on confirmation of the Plan will be held on Dec. 7, 2016,
at 11:00 a.m.

Complaints objecting to the Debtor's discharge will be filed no
later than Dec. 7, 2016, at 11:00 am.  

Mark L. Stevens and Mary K. Stevens filed for Chapter 11 bankruptcy
protection (Bankr. D.N.H. Case No. 16-10138) on Feb. 4, 2016.


MEG ENERGY: Bank Debt Trades at 6% Off
--------------------------------------
Participations in a syndicated loan under MEG Energy Corp is a
borrower traded in the secondary market at 93.58
cents-on-the-dollar during the week ended Friday, November 4, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.72 percentage points from the
previous week.  MEG Energy pays 275 basis points above LIBOR to
borrow under the $1.287 billion facility. The bank loan matures on
March 16, 2020 and carries Moody's B3 rating and Standard & Poor's
BB+ rating.  The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended November 4.


MERUELO MADDUX: 9th Circ. Affirms Summary Judgment vs. 1248
-----------------------------------------------------------
The United States Court of Appeals for the Ninth Circuit affirmed
the bankruptcy court's order granting summary judgment against 1248
Figueroa Street, LLC's lien.

Meruelo Maddux Properties, Inc., and MMPI Acquisition, LLC, filed
an adversary proceeding seeking a declaratory judgment that 1248's
lien did not encumber the shares MMPIA acquired. The bankruptcy
court granted summary judgment against 1248, and the district court
affirmed.

The Ninth Circuit held that the bankruptcy court did not err in
ruling that MMPIA received the post-reorganization MMPI shares free
and clear of 1248's lien.  As a holder of derivative rights, 1248
had no more rights in the post-reorganization shares than the
Meruelo Parties had, the Ninth Circuit ruled.  The Meruelo Parties
had no rights in the post-reorganization shares after the effective
date of the reorganization plan, and therefore, 1248 had no rights
in the post-reorganization shares after the effective date, the
circuit court further held.  Additionally, the bankruptcy court
properly found that MMPIA received only newly-issued shares in the
reorganized MMPI. The Meruelo Parties never owned these
newly-issued shares, so 1248 never had a security interest in these
shares.

The appeals case is 1248 FIGUEROA STREET, LLC; et al., Appellants,
v. MMPI ACQUISITION, LLC and EVOQ PROPERTIES, INC., FKA Meruelo
Maddux Properties, Inc., Appellees, No. 15-55592 (9th Cir.).

A full-text copy of the Memorandum dated October 20, 2016 is
available at https://is.gd/5nEkFJ from Leagle.com.

                    About Meruelo Maddux

Meruelo Maddux Properties, Inc., and its affiliates filed for
Chapter 11 protection (Bankr. C.D. Cal. Lead Case No. 09-13356) on
March 26, 2009.  John N. Tedford, IV, Esq., and Enid M. Colson,
Esq., at Danning Gill, Diamond & Kollitz, LLP, in Los Angeles,
represent the Debtors in their restructuring effort.  The Debtors'
financial condition as of Dec. 31, 2008, showed $681,769,000 in
assets and $342,022,000 of debts.

FTI Consulting, Inc., serves as the Debtors' financial advisors,
Ernst & Young as independent auditors and tax advisors, DLA Piper
LLP (US) as special securities and litigation counsel, and Waldron
& Associates, Inc. as real estate appraiser.

The U.S. Trustee appointed an official committee of unsecured
creditors and a separate official shareholders' committee in the
case.  SulmeyerKupetz, APC, serves as the Creditors Committee's
counsel and Kibel Green, Inc., as its financial advisor.  The
equity committee has sought to retain Ron Orr & Professionals,
Inc., Rodiger Law Office, and Jenner & Block as counsel, and Kibel
Green, Inc. as its financial advisor.  The Debtors have hired
Kurtzman Carson Consultants as solicitation and balloting agent.

The Debtors; Legendary Investors Group No. 1, LLC, and East West
Bank; and Charlestown Capital Advisors, LLC and Hartland Asset
Management Corporation have proposed rival reorganization plans in
the case.  In mid-January 2011, the Debtors struck a deal with the
Legendary Group to drop the group's competing plan.

Legendary Investors Group No. 1, LLC, is represented in the case
by
Jeremy V. Richards, Esq., and Jeffrey W. Dulberg, Esq., at
Pachulski Stang Ziehl & Jones LLP; and Surjit P. Soni, Esq., at
The
Soni Law Firm.  East West Bank is represented by Curtis C. Jung,
Esq., and Monica H. Lin, Esq., at Jung & Yuen, LLP, and Elmer Dean
Martin III, Esq.

Charlestown Capital Advisors, LLC and Hartland Asset Management
Corporation are represented in the case by Christopher E. Prince,
Esq., Matthew A. Lesnick, Esq., and Andrew R. Cahill, Esq., at
Lesnick Prince LLP.

On June 24, 2011, after trial on competing proposed plans, the
bankruptcy court entered an order confirming the plan of
reorganization proposed by two of MMPI's minority shareholders.
That plan -- by Charlestown Capital Advisors, LLC's and Hartland
Asset Management Corporation -- became effective July 26, 2011.
Under the Plan, Charlestown Capital obtained control of the
reorganized company.  The Charlestown Plan provided for payment in
full to holders of undisputed unsecured claims on the Effective
Date and for payment to holders of secured claims either by
surrender of collateral or through payment over a four-year period.


MGM RESORTS: Posts $535.6 Million Net Income for Third Quarter
--------------------------------------------------------------
MGM Resorts International reported net income attributable to the
Company of $535.6 million on $2.51 billion of revenues for the
three months ended Sept. 30, 2016, compared to net income
attributable to the Company of $66.42 million on $2.28 billion of
revenues for the three months ended Sept. 30, 2015.

For the nine months ended Sept. 30, 2016, the Company reported net
income attributable to the Company of $1.07 billion on $6.99
billion of revenues compared to net income attributable to the
Company of $333.7 million on $6.99 billion of revenues for the same
period during the prior year.

As of Sept. 30, 2016, the Company had $27.70 billion in total
assets, $17.78 billion in total liabilities, $6.25 million in
redeemable non-controlling interest and $9.91 billion in total
stockholders' equity.

"MGM Resorts produced a tremendously strong quarter, delivering the
best net revenues and Adjusted Property EBITDA at our domestic
resorts since 2007.  These results demonstrate the broad based
commitment and contributions of the MGM Resorts team in executing
the Company's strategic plan and delivering value to our
shareholders," said Jim Murren, chairman & CEO of MGM Resorts.  "We
have executed on numerous opportunities this year, strengthening
our organization, improving our balance sheet, and positioning the
Company for growth.  The complexity and scale of our organizational
transformation is unprecedented in our industry and has manifested
itself into our superior operating performance. Looking ahead, we
remain focused on organic growth through a stronger, reinvigorated
Company driven by our culture of continuous improvement and are
committed to expanding our distinguished brand with the opening of
MGM National Harbor and the Park Theater in Las Vegas next month."

The Company expects to achieve Las Vegas Strip REVPAR growth of 3%
in the fourth quarter of 2016, compared to a 12% increase in the
prior year's fourth quarter.

Mr. Murren continued, "We continue to see strength in the Las Vegas
market and believe that the Company can drive growth across all
room segments in the fourth quarter, despite a challenging
comparison.  Based on these current trends, we remain confident in
our ability to further increase room revenues in 2017."

Operating income at the Company's domestic resorts was $301 million
for the third quarter of 2016 compared to $290 million in the prior
year quarter and included $139 million of NV Energy exit expense
associated with the Company's strategic decision to exit the fully
bundled sales system of NV Energy and $8 million in real estate
transfer taxes recorded in connection with the Borgata
transaction.

Domestic resorts Adjusted Property EBITDA increased 39% to $570
million in the third quarter of 2016 and was positively impacted by
approximately $73 million of Adjusted Property EBITDA growth
generated from the Company's Profit Growth Plan initiatives as well
as $36 million of Adjusted Property EBITDA resulting from the
Borgata transaction.  Same-store Adjusted Property EBITDA increased
31% compared to the prior year quarter.

Corporate expense was $88 million in the third quarter of 2016, an
increase of $14 million compared to the prior year quarter.  The
current quarter included $10 million of expense related to
transaction costs incurred by MGM Growth Properties LLC in
connection with the Borgata transaction, $5 million related to
Profit Growth Plan implementation costs, and $11 million related to
incremental performance-based compensation expense and costs
associated with a litigation settlement.  The prior year quarter
included costs incurred to implement initiatives related to the
Profit Growth Plan and costs associated with the Company's
strategic review totaling $18 million.

On Sept. 1, 2016, the Company closed its acquisition of an
additional 4.95% of the outstanding common shares of MGM China
Holdings Limited and now owns approximately 56% of MGM China's
outstanding common shares.

The Company's cash balance at Sept. 30, 2016, was $1.4 billion,
which included $430 million at MGM China and $340 million at MGP.
At Sept. 30, 2016, the Company had $250 million outstanding under
its $1.5 billion senior secured credit facility, $2.1 billion
outstanding under the $2.7 billion Operating Partnership senior
credit facility, $1.8 billion outstanding under the $3 billion MGM
China credit facility, and $425 million outstanding under the $525
million MGM National Harbor credit facility.

On Aug. 19, 2016, the Company issued $500 million of 4.625% senior
notes due 2026.  The Company used the net proceeds from the
offering, together with cash on hand, to redeem the $743 million
7.625% senior notes due 2017.

"We remain committed to strengthening our balance sheet and
returning MGM Resorts to investment grade as we continue to
maximize cash flow and grow the Company in a financially prudent
manner," said Dan D'Arrigo, executive vice president and chief
financial officer of MGM Resorts.  "We believe that our strategic
actions in the third quarter are aligned with these goals including
opportunistically enhancing our capital structure through the
issuance of notes at historically low levels, acquiring the
remaining interest in Borgata, and increasing our exposure in the
largest gaming market in the world through the purchase of an
additional stake in MGM China."

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

                     https://is.gd/juAzYV

                      About MGM Resorts

MGM Resorts International (NYSE: MGM) a global hospitality
company, operating a portfolio of destination resort brands
including Bellagio, MGM Grand, Mandalay Bay and The Mirage.  The
Company also owns 51% of MGM China Holdings Limited, which owns
the MGM Macau resort and casino and is in the process of
developing a gaming resort in Cotai, and 50% of CityCenter in Las
Vegas, which features ARIA resort and casino.  For more
information about MGM Resorts International, visit the
Company's Web site at www.mgmresorts.com.

MGM Resorts reported a net loss attributable to the Company of
$447.72 million in 2015, a net loss attributable to the Company of
$149.87 million in 2014 and a net loss attributable to the Company
of $171.73 milion in 2013.

                          *    *    *

This concludes the Troubled Company Reporter's coverage of MGM
Resorts International until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


MIDCONTINENT COMMUNICATIONS: Moody's Rates $285MM Loan B 'Ba1'
--------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 instrument-level
rating to Midcontinent Communications' (Midco) proposed $285
million senior secured term loan B. In connection with the
transaction, the company will also upsize its existing $125 million
revolving credit facility to $250 million. Proceeds from the new
term loan, along with a combination of cash on hand and revolver
usage will be used to pay off the company's existing term loans A
and B, purchase the Kansas assets of WideOpenWest, and fund
transaction fees. These transactions will occur simultaneously at
the close of the transaction, expected late 2016 or early 2017.

Midco's B1 Corporate Family Rating (CFR), B1-PD Probability of
Default Rating, Ba1 senior secured rating, and B3 senior unsecured
rating remain unchanged. The outlook remains stable.

Assignments:

   Issuer: Midcontinent Communications

   -- Senior Secured Bank Credit Facility (Local Currency),
      Assigned Ba1 (LGD 2)

RATING RATIONALE

Total leverage, pro forma for these transactions and following the
company's $125 million recent note issuance, raises pro forma
leverage by approximately .3x, to 4.9x (Moody's adjusted
debt/EBITDA), as of the period ended June, 2016. Moody's said, "We
expect the revolver capacity to remain close to pre-deal levels in
terms of dollars, despite usage. We project availability will
approach 75% by the end of 2017 with repayment during the year."

The B1 CFR reflects Midco's small scale, elevated leverage, and
diminished liquidity with positive but limited free cash flows due
primarily to higher capital expenditures for ongoing network
upgrades and expansion projects. "However, we anticipate higher
free cash flow in 2017 as investments normalize and the investments
yield returns." Moody's said. The company's rating is also
constrained by the threat of regulatory intervention and
unfavorable sector trends with video subscribers declining as
established and new streaming competitors capture market share with
less expensive offerings over more advanced digital delivery
systems and mobile devices. Midcontinent is also uniquely exposed
to economic stress from the collapse in oil prices being located in
North Dakota with almost 10% of its subscribers living and working
in the oil-rich Bakken region. Its dependence on small and
medium-sized businesses (SMBs) for growth poses risks as they tend
to be more vulnerable during periods of economic stress.

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
also expects management to remain committed to debt reduction,
though the B1 rating could tolerate higher-than-anticipated capex,
project delays, weaker-than expected subscriber trends and
acquisitions consistent with the company's historic pattern.

"Lack of scale somewhat limits upward ratings momentum. However, we
would consider positive ratings pressure based on expectations for
leverage sustained at or below 3.5x total debt to EBITDA (Moody's
adjusted), and free cash flow to debt in the high single-digit
range. We would consider a downgrade based on expectations for
leverage sustained above 5.5x (Moody's adjusted), or free cash flow
to debt to be sustained below 2% beyond 2016." Moody's said.

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 this rating was Global Pay
Television - Cable and Direct-to-Home Satellite Operators published
in April 2013.


MOMENTIVE PERFORMANCE: Noteholders Challenge Interest Rate
----------------------------------------------------------
William Gorta, writing for Bankruptcy Law360, reported that BOK
Financial Corp. and Wilmington Trust NA, noteholders in the
reorganization of Momentive Performance Materials Inc., told the
U.S. Court of Appeals for the Second Circuit on Nov. 9, 2016, that
a cramdown interest rate set by a New York bankruptcy court allowed
lenders to profit at the noteholders' expense.

Douglas Hallward-Driemeier --
Douglas.Hallward-Driemeier@ropesgray.com -- of Ropes & Gray LLP,
representing Wilmington, told the three-judge panel that the
noteholders agreed to cash repayment of par value plus accrued
interest on $1.35 billion in bonds while waiving the right to
collect some $200 million in make-whole payments.

Last year, Judge Vincent Briccetti of the U.S. District Court in
White Plains, N.Y., upheld a decision by Momentive Performance
Materials Inc. to forgo $200 million in so-called make-whole
payments, or premiums, to its bondholders.  According to the report
by Tom Corrigan, writing for Dow Jones' LBO Wire, Judge Briccetti
rejected an appeal from bondholders unhappy with a bankruptcy
court's approval of Momentive's Chapter 11 plan, which didn't
include the make-whole premiums.

In August 2014, U.S. Bankruptcy Judge Robert Drain held that
lenders to Momentive aren't entitled to a so-called make-whole
premium, which would have been approximately $200 million, for
early repayment of the debt.

                   About Momentive Performance

Momentive Performance is one of the world's largest producers of
silicones and silicone derivatives, and is a global leader in the
development and manufacture of products derived from quartz and
specialty ceramics.  Momentive has a 70-year history, with its
origins as the Advanced Materials business of General Electric
Company.  In 2006, investment funds affiliated with Apollo Global
Management, LLC, acquired the company from GE.

As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of
which 46% of the Company's employees are members of a labor union
or are represented by workers' councils that have collective
bargaining agreements.

Momentive Performance Materials Inc., Momentive Performance
Materials Holdings Inc., and their affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14,
2014, with a deal with noteholders on a balance-sheet
restructuring.

As of Dec. 31, 2013, the Debtors had $4.11 billion of outstanding
indebtedness, including payments due within the next 12 months and
short-term borrowings.  The Debtors said that the restructuring
will eliminate $3 billion in debt.

The Debtors tapped Willkie Farr & Gallagher LLP as bankruptcy
counsel with regard to the filing and prosecution of these chapter
11 cases; Sidley Austin LLP as special litigation counsel; Moelis
& Company LLC as financial advisor and investment banker;
AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers
as auditor; and Crowe Horwath LLP as benefit plan auditor.
Kurtzman Carson Consultants LLC is the notice and claims agent.

The Official Committee of Unsecured Creditors tapped Klee, Tuchin,
Bogdanoff & Stern LLP as its counsel; FTI Consulting, Inc.,
as its financial advisor; and Rust Consulting Omni Bankruptcy
serves as its information agent.

Wilmington Trust, National Association, the Trustee for the
Momentive Performance Materials Inc. 10% Senior Secured Notes due
2020 -- 1.5 Lien Notes -- under the Indenture, dated as of May 25,
2012, by and between Momentive Performance, and The Bank of New
York Mellon Trust Company, National Association, was represented
by Mark R. Somerstein, Esq., Mark I. Bane, Esq., and Stephen
Moeller-Sally, Esq., at Ropes & Gray LLP.

U.S. Bank National Association -- as successor Indenture Trustee
under the indenture dated as of Dec. 4, 2006, among Momentive
Performance, the Guarantors named in the Indenture, and Wells
Fargo Bank, N.A. as initial trustee, governing the 11.5% Senior
Subordinated Notes due 2016 -- was represented in the case by
Susheel Kirpalani, Esq., Benjamin I. Finestone, Esq., David L.
Elsberg, Esq., Robert Loigman, Esq., K. John Shaffer, Esq., and
Matthew R. Scheck, Esq., at Quinn Emanuel Urquhart & Sullivan,
LLP; and Clark Whitmore, Esq., and Ana Chilingarishvili, Esq., at
Maslon Edelman Borman & Brand, LLP.

BOKF, NA -- as successor First Lien Trustee to The Bank of New
York Mellon Trust Company, N.A., as trustee under an indenture
dated as of Oct. 25, 2012, for the 8.875% First-Priority Senior
Secured Notes due 2020 issued by Momentive Performance and
guaranteed by certain of the debtors -- was represented by Michael

J. Sage, Esq., Brian E. Greer, Esq., and Mauricio A. Espana, Esq.,
at Dechert LLP.

Counsel to Apollo Global Management, LLC and certain of its
affiliated funds were Ira S. Dizengoff, Esq., Philip C. Dublin,
Esq., Abid Qureshi, Esq., Deborah J. Newman, Esq., and Ashleigh L.
Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP.

Attorneys for Ad Hoc Committee of Second Lien Noteholders were
Dennis F. Dunne, Esq., Michael Hirschfeld, Esq., and Samuel A.
Khalil, Esq., at Milbank, Tweed, Hadley & McCloy LLP.

The Court entered an order confirming the Plan on Sept. 11, 2014.  
The Debtors' Chapter 11 plan of reorganization became effective as
of Oct. 24, 2014.

                           *     *     *

Moody's Investors Service, in late January 2016, downgraded
Momentive Performance Materials Inc.'s (Momentive's) corporate
family rating (CFR) to Caa1 from B3, and their probability of
default rating (PDR) to Caa1-PD from B3-PD. Concurrently, Moody
has
downgraded the assigned ratings of Momentive's $1.1 billion, at
3.88%, first-lien senior secured notes due 2021; and Momentive's
$250 million, at 4.69%, second-lien senior secured notes due 2022.
The first-lien notes are now rated Caa1, down from B3; and the
second-lien notes are now rated Caa3, down from Caa2. Moody's has
also affirmed Momentive's SGL-3 speculative grade liquidity
rating,
meaning the company's liquidity position for the next 12-18 months
is adequate. The outlook on the ratings is stable.


MOUNTAIN DIVIDE: Creditors' Panel Hires Worden Thane as Attorney
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Mountain Divide,
Inc., seeks authorization from the U.S. Bankruptcy Court for the
District of Montana to employ Worden Thane PC as attorney for the
Committee.

The professional services that Worden Thane P.C. are to render
include: General bankruptcy counsel for the Unsecured Creditors
Committee.

Worden Thane lawyers and paralegal who will work on the Debtors'
cases and their hourly rates are:

       Martin S. King, Attorney       $250
       Ross P. Keogh, Attorney        $200
       Angela McCullough, Paralegal   $100

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

Martin S. King, Esq., partner at Worden Thane PC, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.

Worden Thane may be reached at:

    Martin S. King, Esq.
    Worden Thane PC
    111 N. Higgins Ave., Suite 600
    P.O. Box 4747
    Missoula, MT 59806
    Tel: 406-721-3400
    Fax: 406-721-6985
    E-mail: mking@wordenthane.com

                   About Mountain Divide, LLC

Mountain Divide, LLC filed a chapter 11 petition (Bankr. D. Mont.
Case No. 16-61015) on Oct. 14, 2016.  The petition was signed by
Patrick M. Montalban, manager.  The Debtor is represented by
Jeffery A. Hunnes, Esq., at Guthals, Hunnes & Reuss, P.C.  The
case is assigned to Judge Ralph B. Kirscher.  The Debtor
estimated assets at $1 million to $10 million and liabilities at
$50 million to $100 million at the time of the filing.

The Official Committee of Unsecured Creditors is represented by
Martin King, Esq., and Ross Keogh, Esq., at Worden Thane P.C.


MOUNTAIN DIVIDE: Seeks to Hire Jeffery Hunnes as Attorney
---------------------------------------------------------
Mountain Divide, LLC, seeks authorization from the U.S. Bankruptcy
Court for the District of Montana to employ Jeffery A. Hunnes,
Esq., and the law firm of Guthals, Hunnes & Reuss, P.C., as
attorneys.

The Debtor requires the Firm to:

     (a) advise and represent the Debtor with respect to all
matters and proceedings in the Chapter 11 case and to prepare on
behalf of the Debtor all necessary applications, plan, disclosure
statements, motions, answers, orders, reports, and other legal
papers.

     (b) assist the Debtor in all bankruptcy issues which may arise
in the administration of the Debtor's affairs, including
representation at the first meeting of creditors, evaluation of
assets, negotiations with creditors, interest groups, and any
Official Committee of Unsecured Creditors, verification of claims,
and asset disposition;

     (c) assist the Debtor with the preparation of and confirmation
of a Chapter 11 plan;

     (d) assist the Debtor in the evaluation and prosecution of
claims and litigation;

     (e) provide legal services with respect to general corporate,
and other general nonbankruptcy matters to  theextent not
duplicative of work to be provided by other professionals; and,

     (f) perform all other necessary legal services and provide all
other necessary legal advice to the Debtor in connection with the
Chapter 11 case and its business operations.

The Firm's professionals will be paid at these hourly rates:

   Jeffery A. Hunnes         $300 (out of court services)
                             $350 (in court services)
   Laura T. Myers            $190
   Michael P. Sarabia        $125
   Joel E. Guthals           $300 (out of court services)
                             $350 (in court services)

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

The Firm has received a general retainer of $35,000.00 and the
agreement to pay $25,000.00 per month into the Firm's retainer
account beginning in October during the case.

The Firm also received these payments within the immediately
preceding 90 days prior to the October 14, 2016 petition date, for
legal services rendered and not on an account of an antecedent
debt:

     (a) $10,300.50 payment from the Debtor on 7/28/2016 for
contemporaneous, new value, services rendered;

     (b) $16,176.73 payment from the Debtor on 8/17/2016 for
contemporaneous, new value, services rendered;

     (c) $25,771.38 payment from the Debtor on 9/28/2016 for
contemporaneous, new value, services rendered;

     (d) $49,600.00 payment from the Debtor on 10/5/2016 for
contemporaneous, new value, services rendered;

     (e) $20,000.00, which includes payment of filing fee in the
amount of $1,717, from the Debtor on 10/12/2016  for
contemporaneous, new value, services rendered.

Jeffrey A. Hunnes, Esq., attorney of the Firm, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

The Firm can be reached at:

         Jeffrey A. Hunnes, Esq.
         GUTHALS, HUNNES & REUSS, P.C.
         175 North 27th Street, Suite 903
         Wells Fargo Center
         Billings, MT 59101
         Tel: (406) 245-3071
         Fax: (406) 245-3074

             About Mountain Divide

Mountain Divide, LLC filed a chapter 11 petition (Bankr. D. Mont.
Case No. 16-61015) on Oct. 14, 2016.  The petition was signed by
Patrick M. Montalban, manager.  The Debtor is represented by
Jeffery A. Hunnes, Esq., at Guthals, Hunnes & Reuss, P.C.  The case
is assigned to Judge Ralph B. Kirscher.  The Debtor estimated
assets at $1 million to $10 million and liabilities at $50 million
to $100 million at the time of the filing.


MRI INTERVENTIONS: Incurs $2.56 Million Net Loss in Third Quarter
-----------------------------------------------------------------
MRI Interventions, Inc., reported a net loss of $2.56 million on
$1.61 million of total revenues for the three months ended
Sept. 30, 2016, compared to a net loss of $245,399 on $1.24 million
of total revenues for the three months ended Sept. 30, 2015.

For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $6.38 million on $4.11 million of total revenues
compared to a net loss of $7.25 million on $3.08 million of total
revenues for the same period a year ago.

As of Sept. 30, 2016, MRI Interventions had $9.01 million in total
assets, $8.43 million in total liabilities and $574,585 in total
stockholders' equity.

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

                      https://is.gd/eLJ4g6

                     About MRI Interventions

Based in Irvine, Calif., MRI Interventions, Inc., is a medical
device company.  The Company develops and commercializes platforms
for performing minimally invasive surgical procedures in the brain
and heart under direct, intra-procedural magnetic resonance imaging
(MRI) guidance.  It has two product platforms: ClearPoint system,
which is used to perform minimally invasive surgical procedures in
the brain and ClearTrace system, which is under development, to be
used to perform minimally invasive surgical procedures in the
heart.

MRI Interventions reported a net loss of $8.44 million in 2015
following a net loss of $4.52 million in 2014.

Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company incurred net
losses during the years ended Dec. 31, 2015, and 2014 of
approximately $8.4 million and $4.5 million, respectively.
Additionally, the stockholders' deficit at December 31, 2015 was
approximately $2 million.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.


NASTY GAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Nasty Gal Inc.
        523 W. 6th Street, Suite 330
        Los Angeles, CA 90014

Case No.: 16-24862

Type of Business: Engages in the online sale of clothing, shoes,
                  and accessories for girls

Chapter 11 Petition Date: November 9, 2016

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Hon. Sheri Bluebond

Debtor's Counsel: Scott F Gautier, Esq.
                  ROBINS KAPLAN LLP
                  2049 Century Park E Ste 3400
                  Los Angeles, CA 90067
                  Tel: 310-552-0130
                  Fax: 310 229-5800
                  E-mail: sgautier@robinskaplan.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Joe Scirocco, president.

Debtor's List of 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
523 W. 6th Street Property              Lease           $289,332
c/o Callahan Capital
Properties LLC
10 S. Riverside Plaza
Suite 2050
Chicago, IL 60606
Todd Hartman
Tel: 312-798-6030
Email: Todd.Hartman@callahancp.com

American Vintage                         Trade           $153,809
Clothing Corp.
8258 Phlox Street
Downey, CA 90241
Attn: Karla Soto
Tel: 613 9420 7900
Email: americanvintagec@verizon.net

Bardot                                   Trade           $160,191
63 Victoria Cresent
Abbotsford, VIC
03067-0000
Attn: Julia Banas
Tel: 613-9420-7900
Email: bardot@bardot.com.au

BNB Footwear                            Trade            $293,653
2330 Pontius Avenue
Suite 101
Los Angeles, CA 90064
Attn: Rafael Nunez
Tel: 310-473-7707
Email: rnunez@bnbfootwear.com

Cotton Candy                            Trade            $182,222  
     
735 E. 12th Street #103
Los Angeles, CA 90021
Tel: 213-741-1655
Email: hello@cottoncandyla.com

Dance & Marvel                          Trade            $136,659
Email: cindycho@danceandmarvel.com

Endless Rose                            Trade            $256,714
3775 Broadway Place
Los Angeles, CA 90007
Attn: Mindy Song
Tel: 213-742-0121
Email: Mindy@shopenglishfactory.com

Fast Fashion Coll INT                   Trade            $258,761
Unit 33
Irlam Business Centre
Soapstone Way
Manchester, United Kingdom
M44 6RA
Attn: Matthew Newton
Tel: 161036935
Email: Matthew@lavishalice.com

Fenwick & West LLC                   Professional        $234,568
Email: twang@fenwick.com               Services

Google Inc.                            Marketing         $232,786
Email: nishayadwad@google.com           Services

Honey Bunch                              Trade           $185,949
Email: kathy@kathywalkersale.com

Hunt-Jacobsen Properties, LLC         Lease Payment      $206,000
Email: Howard.Kong@wellsfargo.com

LeMeilleur, Inc dba Miley & Molly        Trade           $128,005
Email: jamie@mileyandmolly.com

Lovely Day                               Trade           $136,264
Email: lovelydayfashion@yahoo.com

Olivaeous                                Trade           $318,816
1041 Towne Avenue
Los Angeles, CA 90021
Attn: Jimmy Olivaceous
Tel: 213-623-1115
Email: jimmy.olivaceous@gmail.com

Prologis NA2 RPP Kentucky LLC             Rent           $203,796
Email: sharvey@prologis.com

Rakuten Marketing LLC                   Marketing        $237,520
Email: tamara.cabusas@rakuten.com

Rare Fashion Ltd.                         Trade          $233,479
Email: reena.talwar@rarefashion.co.uk

Shoe Boos                                 Trade          $120,993
Email: vanessa@shoeboos.com

United Parcel Services Inc.             Logistics        $576,950
Email: mmerrilees@ups.com


NEIMAN MARCUS: Bank Debt Trades at 9% Off
-----------------------------------------
Participations in a syndicated loan under Neiman Marcus Group Inc
is a borrower traded in the secondary market at 91.20
cents-on-the-dollar during the week ended Friday, November 4, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.63 percentage points from the
previous week.  Neiman Marcus pays 300 basis points above LIBOR to
borrow under the $2.9 billion facility. The bank loan matures on
Oct. 16, 2020 and carries Moody's B2 rating and Standard & Poor's
B- rating.  The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended November 4.


NORANDA ALUMINUM: Gets Court's OK on $7,500 Settlement with USW
---------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court issued
an order approving Noranda Aluminum's stipulation and settlement
resolving certain grievances by and between Noranda Aluminum and
the United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International Union
(USW) and USW Local 7686 (Local Union).  As previously reported,
"The Company, Noranda Aluminum is party to a collective bargaining
agreement, effective September 1, 2012, with the USW (the 'CBA' or
the 'New Madrid CBA').  The New Madrid CBA expires, by its terms,
at midnight, Aug. 31, 2017.  At its peak, the New Madrid CBA
covered 837 USW represented production and maintenance employees.
In accordance with the terms of the New Madrid CBA, the Company and
the USW Local 7686 attempted to resolve the Grievances on a
consensual basis.  After good faith, arms'-length negotiations, the
Parties agreed to resolve the Grievances addressed on the terms and
conditions set forth in the Settlement.  The Settlement provides
that the Company will pay approximately $7,500 to resolve the
Grievances addressed herein in full.  The Settlement does not
resolve any other Grievance, and each such Grievance remains
subject to further processing through the grievance and arbitration
procedure of the New Madrid CBA."

                    About Noranda Aluminum

Noranda Aluminum, Inc., and 10 of its affiliates filed separate
Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Lead Case No.
16-10083) on Feb. 8, 2016.  The petitions were signed by Dale W.
Boyles, the chief financial officer.  Judge Barry S. Schermer is
assigned to the cases.

The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison
LLP as counsel, Carmody MacDonald P.C. as local counsel, PJT
Partners, LP as investment banker, Alvarez & Marsal North America,
LLC as restructuring advisors and Prime Clerk LLC as claims,
solicitation and balloting agent.

The Debtors estimated both assets and liabilities in the range of
$1 billion to $10 billion.  As of the Petition Date, the Debtors
had approximately $529.6 million in outstanding principal amount
of secured indebtedness, consisting of a revolving credit facility
and a term loan facility.

The Office of the U.S. Trustee in February 2016 appointed seven
creditors of Noranda Aluminum Holding Corp. and its affiliated
debtors to serve on the official committee of unsecured creditors.
Lowenstein Sandler LLP serves as Committee counsel and Houlihan
Lokey Capital, Inc., serves as Committee as financial advisor and
investment banker.


NORTH FORK COMPOSITES: May Use Cash Collateral Until Jan. 4
-----------------------------------------------------------
Judge Brian D. Lynch of the U.S. Bankruptcy Court for the Western
District of Washington on Nov. 2, 2016, entered a second interim
order, authorizing North Fork Composites LLC to use Columbia Bank's
cash collateral on an interim basis from Nov. 1, 2016, through Jan.
4, 2017.

As further adequate protection for Columbia Bank's secured interest
in cash collateral, the Debtor will make these payments to
Columbia:

  a. $5,000 upon entry of this Second Interim Order; and

  b. $2,500 per month, commencing on Dec. 1, 2016, with subsequent
payments of $2,500 per month on the first day of each month
thereafter until termination of the use of cash collateral pursuant
to the terms of this Second Interim Order.

The said payments will be directed to Ms. Kristine Crawford, a Vice
President and Special Credits Officer at Columbia, whose contact
information is as follows:

    2228 South 78th Street, MS 6115,
    Tacoma, Washington 98409
    E-mail: KCrawford@columbiabank.com

These payments will be applied by Columbia in accordance with the
Loan Documents and/or this Stipulation.

A further hearing on the Debtor's Motion is scheduled for Jan. 4,
2017.

A copy of the Second Interim Order including the 13-week budget is
available at:

  
http://bankrupt.com/misc/wawb16-44188_42_Cash_2nd_Ord_North_Fork.pdf

                    About North Fork Composites

North Fork Composites LLC, aka Edge Rods LLC, filed a Chapter 11
petition (Bankr. W.D. Wash. Case No. 16-44188) on Oct. 7, 2016.
The petition was signed by Alex Maslov, manager.  The Debtor is
represented by Thomas W. Stilley, Esq., at Sussman Shank LLP.  At
the time of filing, the Debtor estimated assets at $100,000 to
$500,000 and liabilities at $1 million to $10 million.


OCWEN FINANCIAL: S&P Assigns 'B' Rating on New 2nd Lien Notes
-------------------------------------------------------------
S&P Global Ratings said it assigned a 'B' rating to Ocwen's new
second lien notes and downgraded its 'B' issue rating on Ocwen's
unsecured notes to 'CCC+' assuming some of those notes are not
exchanged.  S&P assigned a '3' recovery rating to the new second
lien notes, indicating its expectation for meaningful recovery
(50%-70%, upper half of the range) and revised S&P's recovery on
the unsecured notes to '6' from '3', indicating its expectation for
negligible recovery (0%-10%).  S&P also affirmed its 'B' issuer
rating on Ocwen Financial Corp, and S&P's 'BB-' rating on Ocwen's
senior secured term loan.  Lastly, S&P assigned an issuer credit
rating of 'B' to Ocwen Loan Servicing, LLC, a wholly owned
subsidiary of Ocwen Financial Corp.  The outlook is stable.

"On Nov. 1, 2016, Ocwen Financial Corp. asked its existing senior
debtholders to exchange their 6.625% senior notes due 2019 for
8.375% senior secured second lien notes due 2022 issued by Ocwen
Loan Servicing and guaranteed by Ocwen Financial Corp," said S&P
Global Ratings credit analyst Diogenes Mejia.  S&P is assigning a
'B' rating to the new second lien notes and are downgrading S&P's
rating on the remaining existing notes to 'CCC+' from 'B' as a
result of lower recovery expectations given that the notes will be
junior to two notes following the exchange, compared to being
junior to the one note previously.  In S&P's recovery calculation
for the unsecured notes, it is assuming there will be approximately
$25 million in remaining notes after the exchange.

Noteholders who agree to the exchange by Nov. 15, 2016, will
receive $1,000 of the new notes -- including a $50 premium -- for
an equal amount of the existing notes.  If noteholders tender after
that but before Nov. 30, 2016 they will receive only $950 in
exchange consideration per $1,000 of par value.

Debtholders representing at least $275 million in existing notes of
the approximately $350 million currently outstanding must
participate to consummate the exchange.  S&P is assuming $325
million will be exchanged for its recovery calculations.  Eligible
holders collectively holding approximately $230 million aggregate
amount of the existing notes have agreed that they will tender
their existing notes in the exchange offer.

S&P assigned an issuer credit rating of 'B' to Ocwen Loan
Servicing, LLC (OLS), reflecting S&P's designation of OLS as a core
subsidiary of its parent and S&P's expectation that the rest of the
group is likely to support it under any foreseeable circumstances.
S&P views OLS as a core subsidiary because of the high unlikelihood
it would be sold, the integral role the company plays in its
current identity and future strategy, and the close business ties
between the two entities.

The stable outlook reflects S&P's view that much of the regulatory
risk that threatened the viability of Ocwen's business model has
abated and that the requirements of the settlements reached with
various regulatory bodies will continue to improve the operational
and risk management framework of Ocwen, as well as board
effectiveness, over the next 12-18 months.  Additionally, S&P
believes that the firm will maintain leverage of approximately
above 5x debt to EBITDA, as expense reductions offsets the
reduction in earnings resulting from MSR portfolio run-off.

If the company is unable to successfully execute its current loan
origination strategy, thus risking its ability to generate
recurring cash flow over the next 12 months sufficient to support
the projected levels of debt, S&P could lower the rating.  For
example, if debt to EBITDA breaches 6x, with no plan for reducing
it below the 6x threshold, S&P could lower the rating.
Additionally, if regulators identify further violations that S&P
believes are likely to threaten the stability of the operations,
S&P could lower the rating.

An upgrade is unlikely during the next 12-18 months given the
uncertainty about whether Ocwen can successfully transition from a
purchaser of MSRs to a creator of MSRs via organic mortgage
origination and wholesale or correspondent relationships, as well
as assets from floorplan lending.


P3 FOODS: Can Use Element Financial Cash Collateral Until Dec. 2
----------------------------------------------------------------
Judge Donald R. Cassling of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized P3 Foods LLC to use cash
collateral through December 2, 2016.

The Debtor was authorized to use cash collateral to pay the
necessary costs associated with the operation of the Debtor's
franchises/properties, including payments to Burger King for rent,
real estate taxes, royalties and advertising, and also rent for the
store in Brainerd.

The approved Budget projects total expenses of $1,040,517 for the
period November 4, 2016 through December 2, 2016. The Budget also
includes remaining payments from October 6, 2016 to November 3,
2016 for food & supplies, payroll, taxes, repairs, utilities,
scavenger, contingency amounting to $342,000.

Element Financial Corp. asserted a secured claim in the amount of
$689,966 as of the Petition Date.  The Debtor's indebtedness to
Element Financial is secured by a first priority, perfected
security interest in all the Debtor's personal property,
intellectual property, goodwill, leaseholds interests, cash and
insurance proceeds.   

Element Financial, 20/20 Franchisee Funding LLC, Leaf Capital
Funding LLC, and American Express Bank were granted with
postpetition replacement liens, to the same extent and with the
same priority as held prepetition.

The Debtor was directed to pay these secured creditors, the regular
prepetition payment of principal and interest, on or before Nov.
10, 2016:

     (a) Element Financial Corp.           $16,428

     (b) 20/20 Franchise Funding LLC       $4,835

     (c) American Express                  $7,802

     (d) Leaf Capital Funding              $797

A final hearing on the Debtor's use of cash collateral is scheduled
on Dec. 6, 2016 at 10:00 a.m.

A full-text copy of the Second Interim Order, dated November 8,
2016, is available at http://tinyurl.com/nzhnqoo


                   About P3 Foods, LLC

P3 Foods, LLC, operates nine Burger King franchises in Minneapolis,
Minnesota.

P3 Foods filed a chapter 11 petition (Bankr. N.D. Ill. Case No.
16-32021) on Oct. 6, 2016.  The case is assigned to Judge Donald
Cassling.  The Debtor is represented by Richard L. Hirsh, Esq., at
Richard L. Hirsh, P.C.


PARALLEL ENERGY: Chapter 11 Proceeding Dismissed
------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court issued
an order in late October 2016 dismissing Parallel Energy's Chapter
11 proceeding.  The Company sought dismissal, arguing, "[T]he
Debtors negotiated a sale of substantially all of their assets (the
'Sale') to Scout Energy Group II, LP, a third-party purchaser
('Scout').  On Jan. 12, 2016, the Court entered an order approving
the sale. Pursuant to the Sale Order, a portion of the Sale
proceeds will be used to fund the wind-down of the Debtors' estates
and the closure of the Chapter 11 Cases . . . in accordance with a
wind-down budget prepared by the Debtors and acceptable to the
Prepetition Agent and Required Lenders.  The Debtors now seek to
effectuate an efficient and fair resolution of these Chapter 11
Cases through a dismissal, maximizing the recovery for as many
creditors as possible under the circumstances."

                      About Parallel Energy

Parallel Energy LP and Parallel Energy GP LLC were oil and gas
businesses engaged in acquiring, owning, developing and operating
long-life oil and natural gas properties in Texas and Oklahoma.

Parallel Energy LP formerly known as Parallel Energy Acquisitions
LP, and Parallel Energy GP LLC filed for Chapter 11 protection
(Bankr. D. Del Case Nos. 15-12263 and 15-12264) on Nov. 9, 2015.
The petitions were signed by Richard N. Miller, chief financial
officer.

The Hon. Kevin Gross presides over the cases.  Demetra L. Liggins,
Esq., and David M. Bennett, Esq., at Thompson & Knight LLP and
GianClaudio Finizio, Esq., at Bayard, P.A., represent the Debtors
as co-counsel.  Alvarez & Marsal North America, LLC serves as
financial advisor.  Prime Clerk LLC serves as notice, claims,
solicitation and balloting agent.  Parallel Energy LP estimated
assets and debt at $100 million to $500 million.

                           *     *     *

On the Petition Date, the Debtors filed a motion seeking Court
approval to sell substantially all of the Debtors' assets to Scout
Energy Group II, LP.  On Jan. 12, 2016, the Court, entered an order
approving the Sale Motion, and on Jan. 28, 2016, the Sale to Scout
closed.

Following the Closing Date, the Debtors' operations have ceased.

On March 18, 2016, the Debtors sought and obtained entry of an
order (a) authorizing dismissal of these Cases by submission of the
form of Dismissal Order under Certification of Counsel after the
Debtors distribute the Sale proceeds and satisfy, resolve, or
otherwise settle all allowed, known, and valid administrative
expenses, including allowed professional fees, and (b) authorizing
each Debtor to take all reasonably necessary steps to dissolve
under applicable law.


PEABODY ENERGY: Bank Debt Trades at 12% Off
-------------------------------------------
Participations in a syndicated loan under Peabody Energy Power Corp
is a borrower traded in the secondary market at 87.90
cents-on-the-dollar during the week ended Friday, November 4, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.10 percentage points from the
previous week.  Peabody Energy pays 325 basis points above LIBOR to
borrow under the $1.2 billion facility. The bank loan matures on
Sept. 20, 2020 and carries Moody's WR rating and Standard & Poor's
NR rating.  The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended November 4.


PICO HOLDINGS: Reports Q3 Earnings While Hart Resigns From Board
----------------------------------------------------------------
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.

The bloggers note that, while PICO prepared to remove former CEO
John Hart from its Board via written consent, Mr. Hart resigned on
his own. "No sooner had the ink dried on the Consent Statement,
than Juicer resigned. A day later, PICO withdrew the Consent
Solicitation. As always, lawyers were happy.

Except for his status as "Payee" on $11 million in checks from
PICO, Juicer now has zero affiliation with his employer of over 2
decades (although he is still a UCP Director). All that remains are
the $11 million in checks, paid for by PICO shareholders."

The bloggers are impressed with new PICO CEO Max Webb's clarity in
reporting Q3 earnings. "The most interesting aspect of the earnings
call was Mr. Webb and his clear, honest communication with the
owners of the business. Juicer's communication was always deceptive
and evasive -- when he chose to communicate. Raymond "Delaymond"
Marino's communication is evasive, delusional and overly schooled
by lawyers. Refreshingly, Mr. Webb was frank and direct. We were
impressed and if Mr. Webb's execution corresponds to his speech,
PICO shareholders may be forgiven if they feel a tiny bit of
optimism."

The bloggers speculate that PICO will begin the sale process for
its stake in UCP. "UCP is up against the wall. Revenue has grown,
but earnings are weak and every quarter brings a new charge.
Shareholder equity has not budged in the 3 years since UCP went
public -- it was $218.6 million in Q3 2013 and now is $217.5
million. Corporate governance is poor. And with the aborted $200
million debt issuance, UCP is staring at a wicked $145 million in
maturities over the next year, plus $32 million in payables for
lots.

According to the bloggers, "We suspect that UCP CEO Dustin Bogue
and Chairman Michael C. Cortney are tired of having their
shortcomings publicized on RPN and eventually fed through Bloomberg
and LexisNexis for thousands of readers. Both own significant
amounts of UCP shares and will benefit financially from a change in
control. We would not be surprised if events moved quickly at UCP.
Now is a great time to sell a poorly-managed, uncompetitive
homebuilder with valuable land."

The bloggers extend gratitude to Andrew Shapiro, of Lawndale
Capital Management, for his persistent and insightful questioning
of PICO Executives and Directors. "Much of the information provided
by PICO representatives was prompted by questions from Mr. Shapiro.
PICO shareholders are fortunate to have Mr. Shapiro on our side. If
not for his assertiveness, all of us would be information poor in
relation to PICO. Mr. Shapiro deserves our applause."

The bloggers are not fans of Chairman Marino. "Delaymond has
criticized RPN in private on several occasions. Given our
dedication to shareholder value, we found his posture puzzling. We
became worried when Delaymond issued flowing compliments to Kenneth
Slepicka, a corporate wrongdoer, but criticized RPN in private.

"We gave Delaymond a chance. We wrote complimentary of him on
several occasions. Due to his resume, we proposed that he fire
Juicer and assume the CEO role of PICO. We wrote about some of his
notable business achievements. We pleaded with him to escalate the
PICOGate investigation for the benefit of shareowners. None of it
appears to have made any difference to our non-elected Chairman.
And he continued to criticize RPN.

"As avid readers know, we passed on the opportunity to pursue an
SEC Whistleblower Award, potentially worth $250,000 or more, when
we published PICOGate. We don't see Delaymond making any quarter
million dollar sacrifices for the benefit of shareholders.

At some time, dissonant couples realize that things are not going
to work out. We have concluded that Delaymond is not our type of
Director. We view his slow pace as value destructive, his caution
as a form of omission, his criticism of RPN as unperceptive, and
his unwillingness to change his palace coup plan when we broke
PICOGate, as $11 million too rigid."

The bloggers are pleased, but not satisfied. "We maintain that the
PICO Board needs another Director or two. We believe that Delaymond
and Hapless Howie have created a culture on the PICO Board that is
Director-oriented. As the $11 million termination payment shows,
this Board collectively is not looking out for shareholders' best
interests.

"We hope that the PICO Board does not make the same mistake with
our Red Hawk revelation as it did with our PICOGate story. We hope
the PICO Board invests the de minimis amounts to ascertain if
Juicer and Mr. Bogue committed improprieties against shareholders
when PICO purchased the Red Hawk Community out of foreclosure,
thereby releasing Mr. Bogue from his underwater personal guarantee
on the Red Hawk loan. If wrongdoing is discovered, PICO should seek
recourse from Juicer and Mr. Bogue.

"We are impressed with Mr. Webb's first earnings call. His speech
was free of absurdity and evasion. He was clear, direct and offered
numbers and dates. If his actions match his words, PICO
shareholders have reason to be optimistic.

"We hope Mr. Webb and Delaymond take a firm stance with UCP. The
business model is flawed. The executive team is not competitive.
The corporate governance is Hart-ish. The returns are pathetic.
Value is destroyed with every home sold. There is only one
conclusion: Pull the trigger."


PNCH ASSOCIATES: Sale of Cherry Hill Property for $1.6M Denied
--------------------------------------------------------------
Judge Andrew B. Altenburg, Jr. of the U.S. Bankruptcy Court for the
District of New Jersey denied PNCH Associates, LLC's sale of real
property located at 7730 and 7740 Maple Ave, Cherry Hill, New
Jersey, to Legacy Assets and its assignees, for $1,600,000 if
closing occurs within 9 months of the contract date; $1,650,000 if
within 12 months; and $1,700,000 if within 14 months.

An Amendment to the Agreement of Sale, signed July 5, 2016,
provides that the timeliness of the contract (i.e., the 9, 12 and
14 month deadlines) will commence upon approval of the Agreement of
Sale by the Court.

The Debtor averred that, as the property is subject to a first
priority mortgage of TD Bank in the amount of $1,048,000, the sale
will generate funds necessary to pay the secured creditor in full,
all administrative claimants in full, and make a significant
distribution to any remaining creditors.

It alleged that a sale free and clear of liens is permissible
pursuant to section 363(f)(3), "such interest is a lien and the
price at which such property is to be sold is greater than the
aggregate value of all liens on such property."

The Agreement of Sale for Real Estate, dated May 27, 2016, provides
for the sale of the real estate at the amount(s) stated.  Legacy
was to make a deposit of $25,000 at execution of the Agreement of
Sale, and then will pay $10,000 6 months after execution and
$10,000 every 60 days thereafter until closing.  Closing would
occur 30 days after Legacy receives all necessary township, county
and state approvals for the development of approximately 20,000
square feet of retail space, within 14 months of the Agreement of
Sale execution.  In the event the Buyer is unable to obtain such
approvals in the form provided above or the Buyer determines in its
sole and absolute discretion that it is not practicable to proceed
to attempt to obtain such approvals, the Buyer may cancel the
Agreement and receive return of its deposit and upon return, the
Agreement will become null and void and of no force of effect.
Legacy would not be refunded the $10,000 periodic payments.

A Rider signed May 24 and 27, 2016, provides that the Debtor agrees
to pay a commission of 6% split evenly between brokers Kingsway
Realty Co. and Wolf Commercial Real Estate. The Court notes that as
the Agreement of Sale was entered into prepetition, the commissions
would not attain administrative expense status, but would be
unsecured claims to the extent that payment on TD Bank's lien did
not leave sufficient proceeds for payment in full of this cost.

Aside from claims of the three members of the Debtor, general
unsecured claims total $883 divided between two creditors.
Priority unsecured claims were scheduled for the applicable taxing
agencies, the SEC, and the New Jersey Division of Labor, each in
the amount of $0.  At the hearing held on the Motion, the United
States Trustee stated that at the 341 meeting, the Debtor tendered
that it had paid the $883 claims in full, thus leaving only TD Bank
as a creditor.  But the State of New Jersey, Division of Taxation,
has since filed two proofs of claim, one asserting a $550 general
unsecured claim and the other asserting a priority unsecured claim
in the amount of $1,550, and as just explained, the brokers may
have unsecured claims.

TD Bank objected to the Sale Motion, alleging that its claim, a
final foreclosure judgment, is actually $1,656,881, and that the
claim continues to accrue interest at the rate of $182 per diem,
plus late charges, legal fees and costs.  It argued that the sale
is not in the best interest of TD Bank and other creditors, and
does not meet the standards of section 363.  It cited the
"complexity of the conditions precedent" as making the likelihood
of closing the sale "speculative at best."  If approved, TD Bank
alleged that it might have to wait up to 14 months to exercise its
rights in the event the sale falls through.  As for selling free
and clear of liens, TD Bank averred that the Debtor had failed to
demonstrate that the price for the property is greater than the
aggregate value of all liens.  Accordingly, it argued that the sale
does not meet the requirements of section 363(f).

At the hearing, TD Bank submitted into evidence a Stipulation and
Consent Order, entered in the Superior Court of New Jersey, Camden
County, on Sept. 14, 2014, between it, PNCH and PNCH's members.
Therein TD Bank agreed to forbear from exercising its rights and
remedies on the representation of PNCH that it was actively
negotiating the sale of the property to a third party.  If PNCH
consummated the sale prior to Jan. 15, 2015 and TD Bank received
$1,600,000 at the time of closing, then TD Bank would have caused
the mortgage and judgment to be marked satisfied in the public
docket and released PNCH and its members.  This did not happen.  TD
Bank further submitted a Supplemental Certification of Sean Jones,
Vice President of TD Bank, calculating the amount owed up to the
hearing date.  The total as of Sept. 22, 2016 was $1,683,228.

At the close of the hearing, the Court asked the parties to address
three issues in their memoranda: (1) Whether the use of the word
"price" in section 363(f)(3) refers to gross or net proceeds from a
sale of assets, (2) Whether the proposed sale price is "fair and
reasonable," and (3) What adequate protection, if any, should be
required.

The Court says that while a plain reading suggests that the full
sale price is warranted, if the purpose of section 363(f)(3) is
that secured creditors are paid in full, then it seems a sale price
net of costs was intended.

The Debtor introduced no evidence of the marketing of the property,
or its own apparently recent appraisal.  With the sale not subject
to higher and better offers, competing bids or the lack thereof
could not lend support to the price offered.  There was no
testimony supporting the $50,000 increases in purchase price
between nine and 12 months, and 12 and 14 months, supporting that
the value of the property would increase accordingly.  Thus, the
Court finds that a fair and reasonable price was not proven.

The Court agrees that given the amount of time since the Debtor's
default; the history of failed sales; a proposed Agreement of Sale
that postpones the actual closing for nine to 14 months and
provides for the buyer to cancel the sale at its own discretion;
all merit granting great protection to TD Bank.  But since the
Court is denying the Motion to Sell, it is for TD Bank to request
adequate protection, on notice, from the Court.

PNCH Associates, LLC, commenced a Chapter 11 bankruptcy case
(Bankr. D.N.J. Case No. 16-21540) on June 14, 2016.  Ciardi Ciardi
& Astin, P.C., serves as counsel to the Debtor.


POTOMAC SUPPLY: 4th Circ. Affirms $500K Award to CBE
----------------------------------------------------
In the appeals case captioned CHESAPEAKE BAY ENTERPRISE, INC.,
Plaintiff-Appellee, v. CHESAPEAKE TRUST, Defendant-Appellant, and
REGIONS BANK, Defendant, No. 15-2335 (4th Cir.), a breach of
contract action was brought in bankruptcy court over a $500,000
security deposit.

Chesapeake Bay Enterprise, Inc., contracted to buy the assets of
Potomac Supply Corporation, a Chapter 11 debtor, and made an
initial security deposit. But CBE failed to follow through, and the
transaction never closed. The bankruptcy court held that PSC was
entitled to the $500,000 deposit, on the theory that it was CBE
that had breached the agreement. The district court reversed,
awarding the deposit to CBE because PSC had failed to provide the
written notice of termination required by the plain terms of the
parties' agreement.

CBE appealed, and in a careful and thorough opinion, the district
court reversed.  Under the unambiguous terms of the APA, the
district court concluded, the dispositive question was not whether
CBE had breached the Agreement.  Rather, the fate of the $500,000
hinged on whether PSC had provided written notice of termination
based on CBE's breach.  Because PSC did not issue written notice of
termination -- a fact to which both parties stipulated before the
bankruptcy court -- the Agreement required that the deposit be
returned to CBE, the district court held.

On appeal, the Trust no longer contests the district court's
interpretation of the Agreement.  Instead, it advances two
alternative arguments, both of which were considered and rejected
by the district court.  First, the Trust argues that various
communications PSC made to CBE in the course of the parties'
negotiations -- notice of a bankruptcy court hearing, the APA
amendments extending the deadline for the second deposit, and a
demand for additional information from CBE -- were sufficient to
satisfy the Agreement's requirement of written notice of
termination.  But as the district court noted, PSC has waived that
argument; instead of presenting it to the bankruptcy court, PSC
stipulated that it had "not served notice of default or termination
of any kind on CBE," the Fourth Circuit pointed out.

Second, the Trust argues that non-compliance with Section 4.3.2's
notice provision should be excused because notice of termination
would have been "futile and purposeless" in light of what it
characterizes as CBE's repudiation of the Agreement.  The district
court disagreed, holding that notice would not have been
purposeless in light of the parties' ongoing efforts to complete
the transaction, under the terms of an APA twice extended by mutual
agreement of the parties.

Accordingly, the United States Court of Appeals for the Fourth
Circuit affirmed the opinion of the district court.

A full-text copy of the Decision dated October 19, 2016 is
available at https://is.gd/Rl1s2M from Leagle.com.

ARGUED: Patrick John Potter, Esq. --
patrick.potter@pillsburylaw.com  -- PILLSBURY WINTHROP SHAW PITTMAN
LLP, Washington, D.C., for Appellant.

Steven Scott Biss, Esq., Charlottesville, Virginia, for Appellee.

ON BRIEF: Jack McKay, Esq. -- jack.mckay@pillsburylaw.com, Dania
Slim, Esq. -- dania.slim@pillsburylaw.com -- PILLSBURY WINTHROP
SHAW PITTMAN LLP, Washington, D.C., for Appellant.

                    About Potomac Supply

Founded in 1948, Potomac Supply Corporation manufactures a diverse
range of wood products, including treated lumber, wood pellets,
decking, fencing and pallets, in its wood-processing and
production facilities.  The Kinsale, Virginia-based building-
supply manufacturer filed for Chapter 11 bankruptcy (Bankr. E.D.
Va. Case No. 12-30347) on Jan. 20, 2012, estimating assets and
debts of $10 million to $50 million.  Potomac in mid-January 2012
announced it was suspending manufacturing operations in Kinsale
after its lender refused to provide financing without additional
investment.  Judge Douglas O. Tice, Jr., presides over the case.
Patrick J. Potter, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
in Washington, D.C., serves as the Debtor's bankruptcy counsel.
LeClairRyan P.C. is representing the Official Committee of
Unsecured Creditors.


PRELUDE INVESTMENT: Court Denies Access to Cash Collateral
----------------------------------------------------------
Following a hearing on Nov. 3, 2016, Judge Sandra R. Klein entered
an order denying Prelude Investment, LLC's cash collateral motion
to use cash collateral.  Judge Klein entered the denial order on
Nov. 4, 2016, after considering the motion and oppositions
thereto.

A copy of the Order is available at:

  http://bankrupt.com/misc/cacb16-11776_104_Cash_Ord_Prelude.pdf

                      About Prelude Investment

Prelude Investment LLC filed a chapter 11 petition (Bankr. C.D.
Cal. Case No. 09-25621) on June 19, 2009.  The petition was signed
by Jing Gong, managing member.  The Debtor is represented by Robert
Berke, Esq., at Berke Law Offices.  The case is assigned to Judge
Barry Russel.  The Debtor estimated assets and liabilities at
$1,000,001 to $10,000,000 at the time of the filing.



PREMIER EXHIBITIONS: Plan Filing Deadline Moved to Jan. 10
----------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
Premier Exhibitions' motion to extend the exclusive period during
which the Company can file a Chapter 11 plan and solicit
acceptances thereof through and including Jan. 10, 2017.  As
previously reported, "Under the circumstances of these cases, a
premature termination of exclusivity would deny the Debtors a
meaningful opportunity to negotiate and propose a confirmable plan
and would be antithetical to the paramount objectives of Chapter
11. Termination of exclusivity at this point in time could have the
undesirable effect of encouraging the development of competing
multiple plans that could lead to unwarranted confrontations,
litigation, and administrative expenses.  Moreover, given the
current posture of these case and unresolved issues, it would be
premature and counterproductive for any nondebtor party in interest
to initiate the plan proposal process.  Instead, the requested
extension will increase the likelihood of a consensual resolution
of these cases that preserves value much more than would a plan
filed at this time - or than would a creditor-initiated plan
lacking the necessary information, foundation, and support.  The
requested extension of exclusivity will not prejudice the
legitimate interest of any creditor or other party in interest. To
the contrary, the proposed extension will advance the Debtors'
efforts to further the reconciliation process, obtain information
and answers, preserve value, and avoid unnecessary and wasteful
motion practice."

                   About Premier Exhibitions

Premier Exhibitions, Inc. (Nasdaq: PRXI), located in Atlanta,
Georgia, is a foremost presenter of museum quality exhibitions
throughout the world.  Premier --http://www.PremierExhibitions.com/
-- is a recognized leader in
developing and displaying unique exhibitions for education and
entertainment including Titanic: The Artifact Exhibition,
BODIES...The Exhibition, Tutankhamun: The Golden King and the Great
Pharaohs, Pompeii The Exhibition, Extreme Dinosaurs and Real
Pirates in partnership with National Geographic. The success of
Premier Exhibitions, Inc. lies in its ability to produce, manage,
and market exhibitions.

RMS Titanic and seven of its subsidiaries filed voluntary petitions
for reorganization under Chapter 11 of the Bankruptcy Code (Bankr.
M.D. Fla. Lead Case No. 16-02230) on June 14, 2016. Former Chief
Financial Officer and Chief Operating Officer Michael J. Little
signed the petitions.

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

The Chapter 11 cases are assigned to Judge Paul M. Glenn.

Guy Gebhardt, acting U.S. trustee for Region 21, on Aug. 24, 2016,
appointed three creditors to serve on the official committee of
unsecured creditors of RMS Titanic, Inc., and its affiliates. The
Committee hired Storch Amini & Munves PC and Thames Markey &
Heekin, P.A. as counsel.


Q AND Q REALTY: Wants to Use Stablilis Fund Cash Collateral
-----------------------------------------------------------
Q and Q Realty LLC asks the U.S. Bankruptcy Court for the Eastern
District of New York for authorization to use Stablilis Fund IV,
LP's cash collateral.

The Debtor owns a real property located at 95-02 04 35th Street,
Flushing, New York, with an approximate fair market value of
$4,360,000.  

The Debtor proposes to use cash collateral only for ordinary and
necessary operating expenses of the Property.

The Debtor's proposed Budget provides for total operating expenses
in the amount of $23,435 for the month of November 2016.

Stablilis Fund alleges to hold a first priority secured mortgage on
the Property in the approximate outstanding amount of $2,619,576.
Eastern Funding, LLC also alleges to hold a secured claim against
the Property in the approximate amount of $165,000.

The following creditors have filed Proofs of Claim in the Debtor's
Chapter 11 case:

     (a) the New York City Water Board filed a secured claim in the
amount of $15,440;

     (b) the New York City Department of Finance filed a secured
claim in the amount of $78,686.88; and

     (c) the Internal Revenue Service filed a general unsecured
claim in the amount of $29,574.48.

The Debtor proposes to grant Stabilis Fund with a replacement lien
in all of the Debtor's pre-petition and post-petition assets and
proceeds, to the extent that Stabilis Fund had a valid security
interest in said pre-petition assets, which is subject and
subordinate to the Carve-Out.

The Debtor further proposes make monthly payments to Stabilis Fund
in the amount of $13,500 as set forth in the Stabilis Mortgage, at
the non-default, contract rate of interest.

The Carve-Outs consist of:

     (a) fees payable under 28 U.S.C. Section 1930 and 31 U.S.C
Section 3717;

     (b) professional fees of duly retained professionals in the
Debtor's Chapter 11 case;

     (c) the fees and expenses of a hypothetical Chapter 7 trustee
to the extent of $5,000; and

     (d) the recovery of funds or proceeds from the successful
prosecution of avoidance actions.

The Debtor believes that the use of Cash Collateral will provide
the Debtor with adequate liquidity to pay administrative expenses
as they become due and payable during the period covered by the
Budget.

A full-text copy of the Debtor's Motion, dated November 8, 2016, is
available at http://tinyurl.com/np5w3x3

A full-text copy of the Debtor's proposed Budget, dated November 8,
2016, is available at http://tinyurl.com/nzs2om6


                  About Q and Q Realty

Q and Q Realty LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 16-44044) on September 9,
2016.   The petition was signed by Juan Galvan, managing member.
The case is assigned to Judge Nancy Hershey Lord.  The Debtor is
represented by Robert L. Reda, Esq., at The Law Offices of Robert
L. Reda, P.C.  At the time of the filing, the Debtor disclosed $4
million in assets and $2.16 million in liabilities.            


QUANTUM MATERIALS: Files Transcript of Interview with CEO
---------------------------------------------------------
Epstein Research published an interview with Sri Peruvemba, the
chief executive officer of Quantum Materials Corp.  The interview
is available at
http://epsteinresearch.com/2016/11/03/quantum-materials-corp-tiny-products-giant-potential/,
and a transcript of the interview is available for free at
https://is.gd/VOp0tn

                     About Quantum Materials

Quantum Materials Corp. and its wholly owned subsidiary, Solterra
Renewable Technologies, Inc., are headquartered in San Marcos,
Texas.  The company specializes in the design, development,
production and supply of quantum dots, including tetrapod quantum
dots, a high performance variant of quantum dots, and highly
uniform nanoparticles, using its patented automated continuous flow
production process.

Quantum Materials reported a net loss of $6.10 million on $240,800
of revenues for the year ended June 30, 2016, compared to a net
loss of $2 million on $0 of revenues for the year ended June 30,
2015.

As of June 30, 2016, Quantum Materials had $1.27 million in total
assets, $2.31 million in total liabilities and a total
stockholders' deficit of $1.04 million.

Weaver and Tidwell, L.L.P., in Houston, Texas, 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 has an accumulated deficit
that raises substantial doubt about its ability to continue as a
going concern.


RMS TITANIC: Equity Panel Hires Teneo as Financial Advisor
----------------------------------------------------------
The Official Committee of Equity Holders of RMS Titanic, Inc., et
al., seeks authorization from the U.S. Bankruptcy Court for the
Middle District of Florida to employ Teneo Securities LLC as
financial advisor for the Committee, nunc pro tunc to October 20,
2016.

The Committee requires Teneo to:

     a. review and analyze the Debtors' operations, assets,
financial condition, business plan, strategy, and operating
forecasts;

     b. evaluate the assets and liabilities of the Debtors and
evaluate the Debtors' strategic and financial alternatives;

     c. assist in the determination of an appropriate go-forward
capital structure for the Debtors;

     d. analyze and assist with any proposed financing(s),
including assistance with obtaining debtor in possession and/or
exit financing;

     e. assist the Equity committee in developing, evaluating,
structuring and negotiating the terms and conditions of a
restructuring, plan of reorganization, or sale transaction,
including the value of the securities, if any, that may be issued
to the Equity committee under any such restructuring, plan of
reorganization, or sale transaction;

     f. analyze any merger, divestiture, joint-venture, or
investment transaction, including the proposed structure and form
thereof;

     g. analyze any new debt or equity capital (including advice on
the nature and terms of new securities) and assist with obtaining
new debt or equity capital;

     h. assist in the evaluation and investigation of prepetition
transactions in which the Debtors and/or their insiders were
involved;

     i. if requested by the legal counsel to the Equity committee,
prepare report(s) with respect to any and all proposed financings,
the valuation of the Debtors (as a going concern or otherwise) or
any specific assets of the Debtors, or proposed merger,
divestiture, joint-venture, or investment transaction;

     j. provide the Equity committee with other appropriate general
restructuring advice as the Equity committee and its counsel deems
appropriate; and

     k. testify in connection with Teneo's provision of any of the
above-mentioned services in the Bankruptcy Court or other court.

Teneo professionals who will work on the Debtors' cases and their
hourly rates are:

     Brent C. Williams, Senior Managing Director      $565
     Brendan J. Murphy, Managing Director             $525
     Analyst to Vice President                        $320-$480

Notwithstanding the hourly rates, Teneo agrees to cap all fees for
any given month at no more than $25,000

In addition to the Monthly Fee, if the Debtors announce, consummate
or enter into an agreement with respect to one or more Equity
Distributions during the term of Teneo's engagement, then the
Debtors shall pay Teneo, immediately upon consummation, a non-
refundable cash fee (the "Equity Distribution Fee") equal to:

        1.00% of the first $20 million, plus
        1.25% of the amount of between $20 million and $40   
million, plus
        1.50% of the amount above $40 million

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

Brent C. Williams, senior managing director of Teneo Securities
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.

Teneo can be reached at:

      Brent C. Williams
      Teneo Securities LLC
      601 Lexington Ave., 45th Floor
      New York, NY 10022
      Tel: +1 (212)886-1600
      Fax: +1 (212)886-9399

                   About RMS Titanic

RMS Titanic, Inc., a wholly owned subsidiary of
Premier
Exhibitions, Inc., is the only company permitted by law
to recover objects from the wreck of Titanic. The Company was
granted Salvor-In-Possession rights to the wreck of Titanic by the
United States District Court for the Eastern District of Virginia,
Norfolk Division in 1994 and has conducted eight research and
recovery expeditions to Titanic recovering approximately 5,000
artifacts.

In the summer of 2010, RMS Titanic, Inc. conducted
a
ground-breaking expedition to Titanic 25 years after its
discovery, to undertake innovative 3D video recording, data
gathering and other technical measures so as to virtually raise
Titanic, preserving the legacy of the ship for all time.

                  About Premier Exhibitions

Premier Exhibitions, Inc. (Nasdaq: PRXI), located in
Atlanta,
Georgia, is a foremost presenter of museum quality
exhibitions
throughout the world. Premier is a recognized leader
in developing and displaying unique exhibitions for education and
entertainment including Titanic: The Artifact Exhibition,
BODIES...The Exhibition, Tutankhamun: The Golden King and the Great
Pharaohs, Pompeii The Exhibition, Extreme Dinosaurs and Real
Pirates in partnership with National Geographic. The success of
Premier Exhibitions, Inc. lies in its ability to produce, manage,
and market exhibitions. Additional information about Premier
Exhibitions, Inc. is available at the Company's Web site
http://www.PremierExhibitions.com/ RMSTitanic and seven of its  
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No.
16-02230) on June 14, 2016. Former Chief Financial Officer and
Chief Operating Officer Michael J. Little signed the petitions. The
Debtors estimated both assets and liabilities in the range of $10
million to $50 million.

The Chapter 11 cases are assigned to Judge Paul M. Glenn.

Guy Gebhardt, acting U.S. trustee for Region 21, on August
24,
2016, appointed three creditors to serve on the official
committee of unsecured creditors of RMS Titanic, Inc., and its
affiliates.

The Committee hired Storch Amini & Munves PC and Thames Markey &
Heekin, P.A. as counsel.

On August 24, 2016, the U.S. Trustee formed a five-member committee
of equity security holders of Premier Exhibitions. Andrew Shapiro
of Lawndale Capital Management, LLC serves as chairman of the
equity committee. The Equity Committee retains Landau Gottfried &
Berger LLP as counsel and Akerman LLP as co-counsel.


ROADHOUSE HOLDING: Wins Confirmation of Bankruptcy Exit Plan
------------------------------------------------------------
U.S. Bankruptcy Judge Brendan L. Shannon in Wilmington, Delaware,
gave his stamp of approval on the Chapter 11 exit plan filed by
Roadhouse Holding Inc., and its debtor-affiliates.

The Plan intends to cut about $300 million in debt and streamline
the Debtors' national footprint.  The Plan proposes to swap out
more than $350 million in note debt for equity in a reorganized
company.

Matt Chiappardi, writing for Bankruptcy Law360, reported that Judge
Shannon called the Plan "excellent" in a trying time for the chain
restaurant industry, and praised the Company for running an
efficient case.

A copy of the Court's Order confirming the Debtors' First Amended
Joint Plan is available at:

     http://bankrupt.com/misc/deb16-11819-0555.pdf

The Troubled Company Reporter on Oct. 6, 2016, reported that Class
6 General Unsecured Claims are impaired under the Plan.  On the
Effective Date, or as soon thereafter as reasonably practicable,
except to the extent that a holder of an allowed General Unsecured
Claim agrees to less favorable treatment, in full and final
satisfaction, settlement, release, and discharge of and in
exchange
for such Claim, each holder of an Allowed General Unsecured Claim
shall receive  its Pro Rata share of the General Unsecured Claim
Cash Pool.  Holders of these claims are expected to recover
2.5%-3.5%.

The TCR, citing BankruptcyData.com, also reported that the First
Amended Plan includes a settlement with the Official Committee of
Unsecured Creditors and the parties to the Restructuring Support
Agreement, which resolve in principle the objections that the
Creditors' Committee raised regarding the DIP Facilities, the
Restructuring Support Agreement, and the Plan and Disclosure
Statement. That resolution is now reflected in the Final DIP Order
and Plan. Pursuant to the Creditors' Committee Settlement, the
treatment of holders of General Unsecured Claims is improved by
(i)
an increase in the amount of cash in the General Unsecured Claims
Pool from $350,000 to a total of $1 million, (ii) a waiver of
deficiency claims on account of the Notes and all other unsecured
claims held by the Unanimous Supporting Noteholders, (iii) the
waiver and release of all Avoidance Actions by the Debtors and
Reorganized Debtors, and (iv) the appointment of an Ombudsman with
consultation rights regarding the allowance of general unsecured
claims, subject to certain thresholds.

The Creditors' Committee Settlement will also provide an estimated
$5 million of increased liquidity for the benefit of the
Reorganized Debtors through a combination of adding an additional
$3.5 million of 'new money' loans under the Exit Second Lien
Facility and an estimated $1.5 million reduction in the Cash-Out
Payment as a result of lowering the threshold to determine which
holders of Unexchanged Notes Claims will receive a Cash-Out
Payment. [A]s a result of the benefits of the global settlement to
General Unsecured Creditors -- in the form of increased recoveries
and strengthening the Reorganized Debtors' financial position at
emergence -- the Creditors' Committee agreed to support
confirmation of the Plan, including the settlements and releases
embodied in the Plan."

A report by Donlin Recano's Jung W. Song on Nov. 7 shows all
classes of creditors entitled to vote on the Plan have voted to
accept the Plan.  These voting classes are Class 3 Revolving
Facility Lender Claims, Class 4 GSO Notes Claims and Kelso Notes
Claims, Class 5 Unexchanged Notes Claims, and Class 6 General
Unsecured Claims.

The Solicitation Version of the Disclosure Statement is available
at:

     http://bankrupt.com/misc/deb16-11819-339.pdf

           About Roadhouse Holding Inc.

Roadhouse Holding Inc. was founded in 2010 and is based in New
York. Roadhouse Holding, along with seven affiliates which include
Logan's Roadhouse Inc. and LRI Holdings Inc., filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case No. 16-11819) on Aug.
8,
2016.

Roadhouse Holding, et al., are represented by Robert S. Brady,
Esq., Edmon L. Morton, Esq., Ryan M. Bartley, Esq., Elizabeth S.
Justison, Esq., and Norah M. Roth-Moore, Esq., at Young Conaway
Stargatt & Taylor, LLP.

Hilco Real Estate, LLC, serves as real estate advisor to the
Debtors; Jefferies LLC serve as financial advisor; and Donlin
Recano & Company as claims and noticing agent.

Andrew Vara, acting U.S. trustee for Region 3, on August 19, 2016,
appointed five creditors of Roadhouse Holding Inc. to serve on the
official committee of unsecured creditors.

Dechert LLP and Ashby & Geddes, P.A., serve as counsel to (a)
BOKF,
NA, as successor to Wells Fargo Bank, National Association, as
trustee and collateral agent under that certain Senior Secured
Notes Indenture, dated as of Oct. 4, 2010; (b) Carl Marks
Management Company, LLC; and (c) Marblegate Asset Management, LLC.


RWL INVESTMENTS: First State Bank Renews Objection to Cash Use
--------------------------------------------------------------
First Security Bank asks the U.S. Bankruptcy Court for the Eastern
District of Arkansas to prohibit RWL Investments, LLC, from using
cash collateral.

First Security Bank contends that it first entered into a Consent
Order with the Debtor, which allowed the Debtor to temporarily use
cash collateral until October 31, 2016, without prejudice to First
Security Bank's rights to contest the use of the cash collateral
through a renewed objection.  First Security Bank further contends
that it renews its objection to the Debtor's use of cash collateral
because the time period has expired.

The Debtor borrowed the sum of $1,095,755.36 from First Security
Bank, pursuant to a Commercial Promissory Note, known as the 0206
Note.  First Security Bank was granted a first mortgage lien
security interest in four tracts of land located in Pulaski County,
Arkansas, known as the 0206 Real Property.  

The Debtor also borrowed $25,000 from First Security Bank, pursuant
to a Commercial Promissory Note known as the 5111 Note. First
Security Bank was granted a first mortgage lien security interest
in real property located in Pulaski County, Arkansas, known as the
5111 Real Property.

All leases and rents arising from the 0206 Real Property and the
5111 Real Property were assigned to First Security Bank.  First
Security Bank relates that the Debtor's license to collect the
rents on the 0206 Real Property and the 5111 Real Property was
revoked by First Security Bank effective February 29, 2016.

First Security Bank contends that the Debtor is in default under
the terms of the 0206 Note and the 5111 Note due to, among other
things, its failure to make the required monthly payments due and
owing on the notes; the Debtor's failure to pay the Notes in full
after First Security Bank's prepetition acceleration of the Notes;
and the Debtor's failure to pay in full the Notes upon their March
30, 2016 maturity.

First Security Bank tells the Court that it objects to the Debtor's
use of any portion of the cash collateral which consists of rents
or leases from the 0206 Real Property and the 5111 Real Property
and that it does not consent to the Debtor's use of the cash
collateral.  First Security Bank asks the Court to order the Debtor
to turn over the cash collateral to First Security Bank.  

First Security Bank asserts that the cash collateral was assigned
to First Security Bank absolutely and not as an assignment for
additional security.  It further asserts that the cash collateral
is not property of the estate and should not be retained by the
Debtor.

A full-text copy of First Security Bank's Motion, dated Nov. 7, is
available at
http://bankrupt.com/misc/RWLInvestments2016_416bk11251_172.pdf

First Security Bank is represented by:

          Gary D. Jiles, Esq.
          Matthew K. Brown, esq.
          MILLAR JILES, LLP
          The Frauenthal Building
          904 Front Street
          Conway, AR 72032
          Telephone: (501) 329-1133
          E-mail: gjiles@millarjileslaw.com
                  mbrown@millarjileslaw.com

                About RWL Investments

RWL Investments, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Ark. Case No. 16-11251) on March 8, 2016.  The
petition was signed by Ryan Lazenby as manager.  The Debtor is
represented by Seth Daniel Hyder, Esq. and Kevin P. Keech, Esq., at
Keech Law Firm, P.A.  The Debtor listed total assets of $11.11
million and total debt of $8.57 million.


SAEXPLORATION HOLDINGS: Incurs $17.4 Million Net Loss in Q3
-----------------------------------------------------------
SAExploration Holdings, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss attributable to the Company of $17.41 million on $32.99
million of revenue from services for the three months ended
Sept. 30, 2016, compared to a net loss attributable to the Company
of $109,000 on $57.94 million of revenue from services for the
three months ended Sept. 30, 2015.

For the nine months ended Sept. 30, 2016, the Company reported a
net loss attributable to the Corporation of $2.91 million on
$180.19 million of revenue from services compared to net income
attributable to the Corporation of $3.15 million on $204.48 million
of revenue from services for the nine months ended
Sept. 30, 2015.

As of Sept. 30, 2016, SAExploration had $214.41 million in total
assets, $153.51 million in total liabilities and $60.90 million in
total stockholders' equity.

                          Restructuring

The Corporation previously disclosed in its Amended 10-K and Form
10-Qs for the period ended March 31, 2016 and June 30, 2016, that
it was exploring a range of transactions to address the
Corporation's significant cash flow and liquidity difficulties and
the longer term need to realign its capital structure with its
current business, given the uncertainty regarding the State of
Alaska tax credit program and the continued downturn in the oil and
natural gas exploration sector.

On June 13, 2016, the Corporation entered into a comprehensive
restructuring support agreement with holders of approximately 66%
of the par value of the Corporation's 10% senior secured notes due
2019, in which the Supporting Holders and the Corporation agreed to
a comprehensive restructuring of the Corporation's balance sheet,
which included the funding of up to $30 million in new capital.

The following is a summary of the key aspects of the
Restructuring:

Exchange of Existing Notes for New Second Lien Notes.  The
Corporation commenced an offer on June 24, 2016, to exchange each
$1 of Existing Notes held by the Existing Holders for (i) $0.50 of
newly issued 10% Senior Secured Second Lien Notes due 2019 and (ii)
46.41 shares of newly issued Corporation common stock (giving
effect to a 135-for-1 reverse stock split that was effected in
connection with closing of the exchange offer.  The Exchange Offer
closed on July 27, 2016.  In connection with the Exchange Offer,
the Corporation also completed a consent solicitation to make
certain proposed limited amendments to the terms of the indenture
for the Existing Notes, the related security documents and the
existing intercreditor agreement to permit the Restructuring.  The
exchange was recognized in the three-month period ended Sept. 30,
2016.  

New Senior Loan Facility.  On June 29, 2016, the Supporting Holders
and the Corporation entered into a $30 million multi-draw senior
secured term loan facility.  All holders of Existing Notes that
participated in the Exchange Offer were also able to participate in
the Senior Loan Facility.  Borrowings under the Senior Loan
Facility bear interest at a rate of 10% per year, payable monthly.
The Senior Loan Facility has a maturity date of Jan. 2, 2018,
unless terminated earlier.  As part of the consideration for
providing the Senior Loan Facility, the Corporation issued to the
lenders shares equal to 28.2% of the outstanding shares of its
common stock as of the Closing Date, after giving effect to the
Reverse Stock Split.

Change in Priority of Secured Indebtedness.  After the Closing
Date, the priority claims of the Corporation's secured indebtedness
are (1) the Revolving Credit Facility, which is secured by all of
the existing collateral on a senior first lien priority basis, (2)
the Senior Loan Facility, which is secured by all of the existing
collateral on a junior first lien priority basis, (3) the New
Second Lien Notes, which are secured by substantially all of the
existing collateral on a second lien priority basis and (4) the
Existing Notes, which are secured by substantially all of the
existing collateral on a third lien priority basis.

Reverse Stock Split and Issuance of Common Stock.  The
Corporation's stockholders approved a 135-for-1 reverse stock split
that was effected on the Closing Date.  After the reverse stock
split, 9,213,804 shares of common stock, representing 92.69% of the
shares outstanding as of the Closing Date, were issued to the
lenders under the New Senior Loan Facility and to tendering holders
of Existing Notes.

New Board of Directors.  Effective as of the Closing Date, the
Board of the Corporation is comprised of seven directors, of which
six directors have been appointed through the date of this filing.
After the final director appointment, the Board will consist of:
one member of senior management, four directors chosen by the
Supporting Holders, one director chosen by Whitebox Advisors LLC
and one director chosen by BlueMountain Capital Management, LLC.
Each of Blue Mountain Capital Management, LLC and Whitebox Advisors
LLC has the right to choose one director to be nominated by the
Corporation for so long as each of their common stock holdings
following the Closing Date exceed 10% of the total shares
outstanding.

Senior Management and Share-Based Compensation.  The Corporation
has entered into new employment agreements with members of its
existing senior management.  Existing equity grants under the 2013
Long-Term Incentive Plan vested as of the Closing Date for all
current participants.  Additionally, the Corporation adopted a
Management Incentive Plan, which reserves 1,038,258 total shares of
common stock for distribution to covered employees on terms.

Warrants.  As of the Closing Date, the Corporation issued warrants
to existing holders of its common stock for 4.5% of the outstanding
common stock.

Costs of Supporting Holders.  The Corporation has reimbursed the
Supporting Holders and any agent or trustee under the various debt
documents for all accrued and unpaid fees and expenses incurred in
connection with the Restructuring including the costs and expenses
incurred by counsel to the Supporting Holders in connection with
the Restructuring.

Total Indebtedness.  As of July 27, 2016, the closing date of the
Restructuring, the Corporation had $105.2 million face value of
total debt outstanding, which was a reduction of $55.1 million face
value of total debt outstanding compared to the face value of
indebtedness outstanding as of June 30, 2016.

Effect of Restructuring on Liquidity.  The new Senior Loan Facility
adds up to $30 million in additional liquidity to the Corporation.
The completion of the exchange of the Existing Notes for New Second
Lien Notes deferred the cash requirement for the July 2016 interest
payment and at the election of the Corporation allows for the
payment of interest in kind for interest covering a period of up to
12 months on the exchanged debt, with the deferred and in kind
interest payments ultimately due at the maturity of the New Second
Lien Notes.  As a consequence, the Corporation currently believes
that its existing cash, cash generated from operations and other
sources of working capital, coupled with the reduced need for
working capital due to reductions in expenses, will be sufficient
for the Corporation to meet its anticipated cash needs for the next
12 months.

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

                      https://is.gd/8OpQvB

                About SAExploration Holdings, Inc.

SAExploration Holdings, Inc., and its subsidiaries are
internationally-focused oilfield services company offering a full
range of vertically-integrated seismic data acquisition and
logistical support services in Alaska, Canada, South America, and
Southeast Asia to its customers in the oil and natural gas
industry.  In addition to the acquisition of 2D, 3D, time-lapse 4D
and multi-component seismic data on land, in transition zones
between land and water, and offshore in depths reaching 3,000
meters, the Company offers a full-suite of logistical support and
in-field data processing services.  The Company operates crews
around the world that are supported by over 29,500 owned land and
marine channels of seismic data acquisition equipment and other
leased equipment as needed to complete particular projects.

SAExploration reported a net loss attributable to the Corporation
of $9.87 million in 2015 following a net loss attributable to the
Corporation of $41.8 million in 2014.

                        *     *     *

In June 2016, S&P Global Ratings lowered its corporate credit
rating on SAExploration Holdings to 'CC' from 'CCC-'.  The outlook
remains negative.  The downgrade follows SAExploration's
announcement that it plans to launch an exchange offer to existing
holders of its 10% senior secured notes for shares of common equity
and a new issue of second-lien notes.

In September 2016, Moody's Investors Service withdrew
SAExploration's 'Caa2' Corporate Family Rating and other ratings.


SAMSON RESOURCES: Reaches Stipulation w/DOI on Leases
-----------------------------------------------------
BankruptcyData.com reported that Samson Resources filed with the
U.S. Bankruptcy Court a stipulation between the Company and the
United States Department of the Interior (DOI) regarding certain
federal and tribal leases.  The stipulation explains, "There are no
known monetary defaults under any of the Federal and Tribal Leases;
provided that Debtors remit $9,739.89 to DOI within five (5)
business days upon entry of this Stipulation.  The Parties have
worked cooperatively and in good faith in connection with a
compliance review conducted by DOI to identify any unpaid royalties
or other amounts due under the Federal and Tribal Leases.  The
Parties agree and stipulate that the unaudited accounts maintained
by both Parties indicate that there is less than approximately
$213,460.59, if any, of unpaid royalties or other amounts due under
the Federal and Tribal Leases."

               About Samson Resources Corporation

Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 15-11934) on Sept. 16,
2015.  Philip W. Cook, the executive vice president and CFO,
signed the petition.  The Debtors estimated assets and liabilities
of more than $1 billion.

Samson is an onshore oil and gas exploration and production
company with interests in various oil and gas leases primarily
located in Colorado, Louisiana, North Dakota, Oklahoma, Texas, and
Wyoming.  The Operating Companies operate, or have royalty or
working interests in, approximately 8,700 oil and gas production
sites.

Samson was acquired by KKR and Crestview from Charles Schusterman
in December 2011 for approximately $7.2 billion.  The investor
group provided approximately $4.1 billion in equity investments as
part of the purchase price.

Kirkland & Ellis LLP is the Debtors' general counsel.  Klehr
Harrison Harvey Branzburg LLP is the Debtors' local counsel.
Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors'
investment banker.  Garden City Group, LLC, serves as claims and
noticing agent to the Debtors.

Andrew Vara, acting U.S. trustee for Region 3, appointed three
creditors of Samson Resources Corp. and its affiliated debtors to
serve on the official committee of unsecured creditors.  The
Committee has tapped White & Case LLP as counsel and Farnan LLP as
local counsel.

                            *     *     *

In September 2016, Judge Sontchi denied Samson Resources' Motion
for extension of their exclusive periods to file and solicit
acceptances of their chapter 11 plan.  Samson sought an extension
of its exclusivity period by another six months through March
2017.

The Debtors, on May 16, 2016, filed a new debt-for-equity Chapter
11 Plan, a copy of whose Disclosure Statement is available at
http://bankrupt.com/misc/SAMSONds0517.pdf  The Plan contemplates  
an exchange of First Lien Claims for new first lien debt (including
commitments under a new reserve-based revolving credit facility),
Cash (including proceeds from Asset Sales, if any), and new common
equity.

The Creditors Committee, on Oct. 18, 2016, filed its own Plan of
Liquidation for the Debtors, a copy of which is available at
http://bankrupt.com/misc/deb15-11934-1552.pdf


SEMAR VENTURES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Semar Ventures LLC
        PO Box 2625
        Downey, CA 90242

Case No.: 16-15996

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: November 9, 2016

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

Judge: Hon. Laurel E. Davis

Debtor's Counsel: Seth D Ballstaedt, Esq.
                  BALLSTAEDT LAW
                  9555 S. Eastern Ave, Ste #210
                  Las Vegas, NV 89123
                  Tel: (702) 715-0000
                  Fax: (702) 666-8215
                  E-mail: seth@ballstaedtlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Mohammad R. Bazafkan, managing member.

The Debtor has no unsecured creditor.

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

             http://bankrupt.com/misc/nvb16-15996.pdf


SFX ENTERTAINMENT: Delaware Judge Confirms Exit Plan
----------------------------------------------------
Jeff Montgomery, writing for Bankruptcy Law360, reported that U.S.
Bankruptcy Judge Mary F. Walrath in Delaware on Nov. 9, 2016,
confirmed the bankruptcy-exit plan of SFX Entertainment Inc., after
rejecting arguments from two current stockholders claiming that SFX
and its advisers underestimated the company's current and future
value.  That valuation ruled out any recovery for prepetition
equity holders under the company's bankruptcy plan.  Under the
Plan, $400 million in secured debt is now slated to become new
company equity.

As reported by the Troubled Company Reporter, SFX Entertainment,
Inc., et al.'s fifth amended joint plan of reorganization dated
Sept. 30, 2016, provides that Class 5 consists of general unsecured
claims against (i) the 2019 Debtors, (ii) the Foreign Debtors, and
(iii) the Non-Obligor Debtors.  2019 Debtors' claims (estimated at
$58.50 million) are impaired, while Foreign Debtors' claims
(estimated at $2,500) and Non-Obligor Debtors' claims (estimated at
$2,300) are unimpaired.  Under the Plan, the 2019 Debtors are
expected to recover between 1.91% and 3.02%, while Foreign Debtors
and Non-Obligor Debtors are expected to recover 100%.

Each holder of an allowed Class 5 Claim (2019 Debtors), in
exchange
for full and final satisfaction, settlement, release and
compromise
of the claim, will receive on the Effective Date, or as soon as
reasonably practicable thereafter: (a) the holder's pro rata share
of (i) the Series A Warrant Allocation - Class 5 Claims, (ii)
Series B Warrant Allocation - Class 5 Claims, (iii) the Litigation
Trust Primary Recovery Units, and (iv) payments under the GUC
Note;
provided, however, that as a condition to the receipt of the New
Warrants, the holder will be required to execute the applicable
New
Governance Documents; and (b) the holder's pro rata share of
Litigation Trust Secondary Recovery Units.

The legal, equitable and contractual rights of the holders of
allowed Class 5 claims (Foreign Debtors) will be unaltered by the
Plan.  Unless otherwise agreed to by the holder of an allowed
Class
5 claim (Foreign Debtors) and the Debtors or the Reorganized
Debtors, as applicable, each holdler of an allowed Class 5 claim
(Foreign Debtors) will receive in full, final and complete
satisfaction, settlement, release and discharge of the allowed
Class 5 claim (Foreign Debtors): (a) payment in full in cash; (b)
reinstatement pursuant to Section 1124 of the U.S. Bankruptcy
Code;
(c) other consideration so as to render the allowed Class 5 claim
(Foreign Debtors) unimpaired.

The legal, equitable and contractual rights of the holders of
allowed Class 5 claims (Non-Obligor Debtors) will be unaltered by
the Plan.  Unless otherwise agreed to by the holder of an allowed
Class 5 claim (Non-Obligor Debtors) and the Debtors or the
Reorganized Debtors, as applicable, each holder of an allowed
Class
5 claim (Non-Obligor Debtors) will receive in full, final and
complete satisfaction, settlement, release and discharge of the
allowed Class 5 claim (Non-Obligor Debtors): (a) payment in full
in
cash; (b) reinstatement pursuant to Section 1124 of the U.S.
Bankruptcy Code; or (c) other consideration so as to render
allowed
Class 5 claim (Non-Obligor Debtors) unimpaired.

Unless otherwise provided in the Plan, the Debtors, the
Reorganized
Debtors, and the new equity issuer, as applicable, are authorized
to execute and deliver documents necessary or appropriate to
obtain
cash for funding the Plan, and to sell and use proceeds from the
sale of shares of the New Series A Preferred Stock and any funds
held by the Debtors on the Effective Date or available under the
DIP facility, (i) to make distributions required by the Plan, (ii)
to pay other expenses of the Chapter 11 cases, to the extent so
ordered by the Court, and (iii) for general corporate purposes.
The Debtors, the Reorganized Debtors, and the new equity issuer
will be entitled to transfer funds between and among themselves as
they determine to be necessary or appropriate to enable the
Reorganized Debtors to satisfy their obligations under the Plan.

A copy of the Disclosure Statement is available at:

          http://bankrupt.com/misc/deb16-10238-1092.pdf

In September, the Delaware Court rejected an attempt by
shareholders to appoint an official equity committee.  Matt
Chiappardi, writing for Bankruptcy Law360, reported that during a
hearing in Wilmington on Sept. 28, Judge Walrath said the issues
shareholders were bringing up about SFX total value were more
appropriate as objections to confirmation of the debtor's Chapter
11 plan.

WPP Luxembourg Gamma Three S.A.R.L. sought appointment of an equity
committee.  In their response, the Debtors said common equity is
"out of the money" by over $440 million.   The Debtors explained
that the total enterprise value as determined by Moelis represents
the going concern value of all of their assets.  In order for there
to be equity value, the total enterprise value would need to exceed
the over $600 million in estimated liabilities senior to common
equity.

                    About SFX Entertainment

SFX Entertainment, Inc., and 43 of its affiliates, a global
producer of live events and digital entertainment content focused
exclusively on the electronic music culture and other world-class
festivals, filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Case Nos. 16-10238 to 16-10281) on Feb. 1, 2016.  The petitions
were signed by Michael Katzenstein as chief restructuring officer.

The Debtors disclosed total assets of $662 million and total debt
of $490 million.

Judge Mary F. Walrath is assigned to the case.

Greenberg Traurig, LLP serves as the Debtors' counsel.  Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent.  The Debtor hired FTI Consulting Inc. to provide crisis and
turnaround management services.

An Official Committee of Unsecured Creditors has retained
Pachulski
Stang Ziehl & Jones LLP as counsel, and Conway Mackenzie, Inc., as
financial advisor.


SHORT ENTERPRISES: Wants Court Authorization to Use Cash
--------------------------------------------------------
Short Enterprises, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Illinois for authorization to use cash
collateral.

The Debtor owes $1,111,919, plus accrued and unpaid interest, fees
and costs, to Anna-Jonesboro National Bank, The Bank of Carbondale,
First Southern Bank, and Murphy Wall Bank.  The indebtedness is
secured by valid, perfected, enforceable, first-priority liens and
security interests upon and in the Debtor's real estate and
inventory, accounts, improvements, and their proceeds.

The Debtor tells the Court that it requires the use of cash
collateral to meet post-petition payroll, to pay necessary business
expenses, and to continue their operations.  The Debtor further
tells the Court that it cannot carry on the operation of its
business without the use of the cash collateral.

The Debtor relates that a Monthly Budget, showing the amount of
funds needed to maintain the Debtor's operations until the entry of
a final order permitting the use of cash collateral is yet to be
reviewed and approved by its Secured Creditors and the Court.

The Debtor proposes to grant its Secured Creditors with valid,
binding, enforceable, and duly perfected replacement security
interests that are only valid and non-avoidable to the same extent
that the prepetition liens of the Secured Creditors are valid and
non-avoidable.

A full-text copy of the Debtors' Motion, dated Nov. 7, 2016, is
available at
http://bankrupt.com/misc/ShortEnterprises2016_1641020lkg_8.pdf

            About Short Enterprises, Inc.

Short Enterprises, Inc. filed a chapter 11 petition (Bankr. S.D.
Ill. Case No. 16-41020) on Nov. 2, 2016.  The petition was signed
by Gail Short, restructuring officer.  The Debtor is represented by
Robert E. Eggman, Esq., at Carmody Macdonald P.C.  The case is
assigned to Judge Laura K. Grandy.  The Debtor estimated assets and
liabilities at $1 million to $10 million at the time of the filing.


SPALDING & SON: Hires Stuntzner Engineering as Land Consultant
--------------------------------------------------------------
Spalding & Son, Inc., seeks Bankruptcy Court approval to hire
Stuntzner Engineering & Forestry, LLC, as its Land Use Consultant,
Surveyor and Engineer effective Oct. 15, 2016.

The services Stuntzner will render on behalf of Applicant are
related to determining and implementing the most efficient way of
dividing the two residential dwelling sites from the Applicant's
timberlands.  The work will include incorporating all Josephine
County land rules and regulations to create a boundary adjustment
for the residential dwelling sites.  If a boundary adjustment is
not feasible or allowed, work may include a land division for the
purpose of creating new individual parcels for each of the two
dwellings, and completing and filing all associated plats and
paperwork with the County.

The standard hourly rates for the members of the firm who will
perform services for the Debtor are:

  a. Ralph Dunham/Professional Engineer/Professional Land Surveyor
-- $125 per hour
  b. Chris Hood/Planner/Land Use Consultant/Project Manager -- $95
per hour
  c. James Terrel/LSIT/Surveyor -- $93 per hour
  d. Alexander Rosenthal/Engineering Intern/Cartographer -- $62 per
hour
  e. Michael Walberg/Survey Tech. -- $65 per hour
  f. Danny Dean/Survey Tech./$55 hour

Ralph Dunham, a principal of Stuntzner Engineering, 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 contacted at:

         STUNTZNER ENGINEERING & FORESTRY, LLC
         Chris Hood
         PO Box 118
         Coos Bay, OR 97420
         Tel: (541) 267-2872
         Fax: (541) 267-0588

Spalding & Son, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. D. Ore. Case No. 15-61894) on June 2, 2015, estimating
assets and liabilities between $1 million to $10 million.  The
petition was signed by Merwin L. Spalding, president.  Judge Thomas
M. Renn presides over the case.  Keith Y. Boyd, Esq., of The Law
Offices of Keith Y. Boyd, serves as the Debtor's bankruptcy
counsel.



SPECTRUM HEALTHCARE: Court Enters Third Interim Cash Order
----------------------------------------------------------
Judge James J. Tancredi of the U.S. Bankruptcy Court for the
District Connecticut entered a third preliminary order authorizing
Spectrum Healthcare LLC, et al., to use the cash collateral of
their secured creditors.

The approved budget covers the seven-week period ended Nov. 26,
2016.  The budget contemplates cash disbursements of $169,348 for
the week ended Nov. 12, 2016, $213,443 for the week ended Nov. 19,
2016, and $162,443 for the week ended Nov. 26, 2016.

A further hearing on the Motion will be held on Nov. 21, 2016 at
2:30 p.m. at the Bankruptcy Court, 450 Main Street, Hartford,
Connecticut.

The Debtors' secured creditors are Midcap Funding IV LLC, CCP
Finance I, LLC, CCP Park Place, 7541 LLC, CCP Torrington 7542 LLC,
Midland States Bank, the Secretary of Housing and Urban
Development, and the State of Connecticut Department of Revenue
Services, also known as the DRS.

The Debtors are authorized to adequately protect Secured Parties by
(a) granting to them replacement liens (b) making weekly payments
of $10,000 to MidCap beginning on Friday, October 14, 2016 and
continuing weekly through the duration of this Interim Order, and
(c) remittance to MidCap of that certain workers' compensation
insurance refund due in February 2017, with respect to which the
related workers' compensation insurance premium was paid using an
over-advance from MidCap and which the Debtors have previously
agreed shall be payable to MidCap, to be applied
to the principal balance owed to MidCap under the MidCap
Prepetition Obligations.

The occurrence of any of these events will constitute a default
under the Third Preliminary Order:

   (a) The Debtors' failure to file a motion (the "CRO Retention
Motion") to approve the retention of a Chief Restructuring Officer
(a "CRO"), which CRO and CRO Retention Motion will be satisfactory
to MidCap, CCP Finance, the CCP Landlords, and the Committee, along
with a motion to expedite consideration of the CRO Retention
Motion, on or before Nov. 9, 2016;

   (b) The Debtors' failure to have the CRO Retention Motion
approved by the Court on or before Nov. 21, 2016; and

   (c) The Debtors' failure to include sale milestones reasonably
satisfactory to MidCap, CCP Finance, the CCP Landlords, and the
Committee in a final order approving the use of cash collateral,
which order must be approved by the Court on or before Nov. 22,
2016.

A copy of the Third Preliminary Order is available at:

  http://bankrupt.com/misc/ctb16-21635_116_Cash_Ord_Spectrum.pdf

             About Spectrum Healthcare LLC, et al.

Nursing home operator Spectrum Healthcare, LLC, Spectrum Healthcare
Derby, LLC, Spectrum Healthcare Hartford, LLC, Spectrum Healthcare
Manchester, LLC and Spectrum Healthcare Torrington, LLC, filed
Chapter 11 petitions (Bankr. D. Conn. Case Nos. 16-21635 through
16-21639) on Oct. 6, 2016.  The petitions were signed by Sean
Murphy, chief financial officer.

Spectrum's six nursing facilities have 716 beds and employ 725
employees. About 420 employees are part of a union.  Spectrum's
monthly payroll is about $3.1 million, court records show.

The Debtors are represented by Elizabeth J. Austin, Esq., Irve J.
Goldman, Esq., and Jessica Grossarth, Esq., at Pullman & Comley,
LLC, in Bridgeport, Connecticut.

At the time of filing, the Debtors listed these assets and
liabilities:

                                          Total        Estimated
                                          Assets      Liabilities
                                        ----------    -----------
Spectrum Healthcare                      $282,369      $500K-$1M
Spectrum Healthcare Derby               $2,068,467      $1M-$10M
Spectrum Healthcare Hartford            $4,188,568        N/A
Spectrum Healthcare Manchester, LLC     $2,729,410        N/A
Spectrum Healthcare Torrington, LLC     $3,321,626        N/A

Spectrum Healthcare and its affiliates previously filed Chapter 11
petitions (Bankr. D. Conn. Case No. 12-22206) on Sept. 10, 2012.



STERIGENICS-NORDION: Moody's Assigns B3 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service reassigned Sterigenics' B3 Corporate
Family Rating (CFR) and B3-PD Probability of Default Rating (PDR)
to a different entity in the legal structure, for administrative
purposes. These ratings, which had previously resided at
Sterigenics-Nordion Holdings LLC, are now assigned to
Sterigenics-Nordion Topco LLC. There are no other changes to the
company's ratings or the stable rating outlook.

Ratings Assigned:

   Sterigenics-Nordion Topco LLC

   -- Corporate Family Rating at B3

   -- Probability of Default Rating at B3-PD

Ratings withdrawn:

   Sterigenics-Nordion Holdings LLC

   -- Corporate Family Rating at B3

   -- Probability of Default Rating at B3-PD

Ratings unchanged:

   Sterigenics-Nordion Holdings, LLC

   -- Senior secured first lien revolving credit facility expiring

      2020 at B1 (LGD 3)

   -- Senior secured first lien term loan due 2022 at B1 (LGD 3)

   -- Senior secured floating rate notes due 2022 at B1 (LGD 3)

   -- Senior unsecured notes due 2023 at Caa1 (LGD 5)

   -- The outlook is stable.

   Sterigenics-Nordion Topco LLC

   -- Senior unsecured PIK global notes due 2021 at Caa2 (LGD 6)

   -- The outlook is stable.

RATINGS RATIONALE

The B3 Corporate Family Rating (CFR) is constrained by Sterigenics'
very high financial leverage. Pro forma for the dividend
recapitalization and recent acquisitions, Moody's projects adjusted
debt to EBITDA to be approximately 8.0 times. Moody's expects free
cash flow of roughly $40-60 million annually during 2017 and 2018,
enabling Sterigenics to reduce its adjusted leverage towards 7.0
times over that time horizon. The rating is further constrained by
the company's modest scale and business risks related to
vulnerability to supply chain disruptions. Sterigenics is also
exposed to environmental risks associated with the highly sensitive
nature of the company's handling of hazardous raw materials in its
manufacturing process, including radioactive isotopes and toxic
gases.

The B3 rating is supported by Sterigenics' leading position in the
contract sterilization outsourcing market, as well as high barriers
to entry and customer switching costs, which lead to relatively
stable market share. The rating is further supported by
Sterigenics' primary customers, namely medical device and food
manufacturers, and the paramount importance of their products'
safety. These customers also tend to be less sensitive to economic
cycles than companies that produce more discretionary goods.
Moody's expects that around two-thirds of the company's EBITDA will
be generated by the contract sterilization business, which is
likely to remain stable as long as it is not disrupted by raw
material sourcing issues.

The stable rating outlook reflects Moody's expectation that the
company will, through a combination of EBITDA growth and to a
lesser extent debt reduction, begin to lower its very high
leverage.

Moody's could upgrade the ratings if credit metrics improve and
financial leverage is lowered such that adjusted debt to EBITDA is
sustained below 6.0 times. The company would also need to
demonstrate a commitment to more conservative financial policies
and successfully manage the transition of its Moly-99 nuclear
reactor source.

Moody's could downgrade the ratings if the company's capital
structure appears untenable, if liquidity materially deteriorates
or if a material adverse event results in legal liabilities or a
business distribution.

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

Sterigenics-Nordion Topco, LLC, the parent company of
Sterigenics-Nordion Holdings, LLC, (collectively, "Sterigenics"),
headquartered in Oak Brook, IL, is a vertically integrated provider
of contract sterilization services, gamma technologies and medical
isotopes. The company operates across four businesses: 1)
sterilization services (57% of revenues) -- provider of contract
sterilization mainly for the medical device industry; 2) gamma
technologies (16% of revenues) -- supplier of Cobalt-60 to other
companies for contract sterilization; 3) medical isotopes (16% of
revenues) -- supplier of medical isotopes for healthcare
procedures; and 4) lab services (11% of revenues) -- provider of
microbiology testing services. Sterigenics operates 49 facilities
across 13 countries and serves over 2,500 customers worldwide. The
company generated total LTM revenue of $594 million through June
30, 2016. Sterigenics is majority-owned by private equity firm,
Warburg Pincus with a minority interest held by GTCR.


STONERIDGE PARKWAY: Hires Insight as Real Estate Agent
------------------------------------------------------
Stoneridge Parkway, LLC, seeks authorization from the U.S.
Bankruptcy Court for the District of Nevada to employ Insight Land
& Investments as real estate agent for the Debtor.

The Debtor owns a real property more commonly known as the
Silverstone Golf Course consisting of a 27-hole championship golf
course on 272 acres in the Silverstone Ranch planned community
located in Las Vegas, Nevada.

Insight shall market the Property to interested parties, shall
represent the Debtor and its estate in connection with the sale of
the property to interested parties, and shall advise the Debtor and
the HOA (Silverstone Ranch Community Association) with respect with
the obtaining the highest and best offers available in the present
market for the property.

The Debtor have agreed to pay Insight the proposed compensation in
accordance with the parties' Listing Agreement:

      a. the Debtor agrees to pay Insight a commission in the
amount of four percent of the court-approved sales price, provided,
however, that if an outside broker is involved and commission
shared, a rate of 5% of the court-approved sales price will be
paid, and

      b. the Debtor shall pay such commission out of escrow at the
closing and the commission shall become due even if the closing
occurs after the expiration of the agency term in the Listing
Agreement.

Jon Knudson, partner of Insight Land & Investments, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

Insight may be reached at:

      Jon Knudson
      Insight Land & Investments
      7400 E. McDonald Drive, Suite 121
      Scottsdale, AZ 85250
      Tel: 602.385.1542
      Fax: 602.381.6264
      E-mail: jknudson@insightland.com

                    About Stoneridge Parkway

Stoneridge Parkway, LLC, sought protection under Chapter 11 (Bankr.
C.D. Cal. Case No. 15-14111) on December 18, 2015. The petition was
signed by Danny Modab, managing member.  

The venue was later transferred to the U.S. Bankruptcy Court for
the District of Nevada (Case No. 16-11627).

The Debtor estimated assets of $100,000 to $500,000 and debts of $1
million to $10 million.  The Debtor is represented by Samuel A.
Schwartz, Esq., at Schwartz Flansburg PLLC, in Las Vegas, Nevada.


SUNEDISON INC: Committee Seeks Standing to Sue TerraForm Entities
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of SunEdison, Inc. and its affiliated debtors will appear
before Bankruptcy Judge Stuart M. Bernstein at a hearing on Dec. 6,
2016 at 10:00 a.m. (Eastern Time), to seek standing to commence and
prosecute certain claims and causes of action on behalf of the
Debtors' estates, as well as authority to settle claims on behalf
of the estates.

Specifically, the Creditors' Committee seeks standing to pursue
claims for fraudulent and preferential transfers against SUNE's
non-debtor, publicly-traded "YieldCo" subsidiaries, TerraForm
Power, Inc. ("TERP") and TerraForm Global, Inc. ("GLBL").  Teh
Committee alleges that each of TERP and GLBL received from SUNE
and/or certain of SUNE's Debtor subsidiaries -- including, without
limitation, NVT, LLC -- in connection with the YieldCos' initial
public offerings -- and after, and, upon information and belief,
while SUNE and those Debtor subsidiaries were insolvent, completed
energy projects -- services and payments worth hundreds of
millions, if not billions, of dollars, for which SUNE and its
relevant Debtor subsidiaries, also upon information and belief, did
not receive reasonably equivalent value in exchange.  Some of the
projects, services and payments were conveyed, rendered or made
during the year preceding the commencement of these bankruptcy
cases.

According to the Committee, immediately following the IPOs, SUNE,
either directly or through a wholly owned Debtor subsidiary,
retained an equity interest in TERP of approximately 64% and an
equity interest in GLBL of approximately 33%.  SUNE's equity
interest in TERP has reduced over time -- from approximately 64%
immediately following the IPO, to approximately 43% in November
2015 and approximately 35% as of the Petition Date.  The delta
between the value of the contributed projects, services and
payments, on the one hand, and the value of the equity that SUNE
received in exchange, on the other hand, is in the hundreds of
millions of dollars, if not more -- an amount only marginally
offset by other consideration that SUNE may have received at the
time.

Put simply, SUNE did not receive reasonably equivalent value in
exchange for the project transfers (and the granting of various
other rights) to or for the benefit of the YieldCos, which, the
Committee asserts, gives rise to liability for:

     (a) actual fraud under section 548(a)(1)(A) of the Bankruptcy
Code and/or

     (b) constructive fraud under section 548(a)(1)(B) of the
Bankruptcy Code,

given that, upon information and belief, SUNE and the other Debtor
transferors were insolvent at the time of the IPOs under a "balance
sheet," "unreasonably small capital" and/or "ability to pay debts"
test, as will be established through expert reports and testimony.

The Committee also alleges that in connection with the IPOs, TERP
and/or GLBL also obtained, among other things:

     -- the right to receive from SUNE substantial interest support
payments;

     -- reimbursement by SUNE for certain capital expenditures,
operations & maintenance ("O&M") fees, and other labor fees in
excess of budgeted amounts (subject to certain cap amounts and
other limitations through 2019); and

     -- a right of first offer with respect to certain SUNE
developed projects.  

Pursuant to Interest Payment Agreements entered into with both TERP
and GLBL contemporaneously with their IPOs, SUNE agreed to pay an
amount equal to all of the scheduled interest on certain YieldCo
indebtedness -- namely, a TERP term loan and GLBL senior unsecured
notes -- for certain periods of time: until the term loan's third
anniversary in the case of TERP and until December 31, 2016 in the
case of GLBL.

Pursuant to the Interest Payment Agreement between SUNE and GLBL,
SUNE agreed to pay $40 million in 2017, $30 million in 2018, $20
million in 2019, and $10 million in 2020 towards the scheduled
interest on the senior unsecured notes.

Moreover, after the IPOs, SUNE and/or certain of SUNE's Debtor
subsidiaries (i) contributed additional projects to the YieldCos
(including, but not limited to, the
transfers of Fairwinds, Crundale and the U.K. Call Rights Projects
to TERP and the transfer of Chint-Witkop/Soutpan to GLBL) and (ii)
made interest support and other payments to TERP and GLBL, between
2014 and 2016, in amounts totaling or exceeding approximately $92
million and $47 million, respectively.  These transfers and
payments, for which SUNE and the other Debtor transferors, again,
did not receive reasonably equivalent value in exchange, are also
avoidable under section 548 of the Bankruptcy Code.

SUNE and/or certain of SUNE's Debtor subsidiaries (including,
without limitation, NVT) made interest support and other payments
to the YieldCos during the one-year preference period (applicable
to insiders like the YieldCos) prior to the commencement of these
bankruptcy cases.  With respect to TERP, SUNE and/or certain of its
Debtor subsidiaries
(including, without limitation, NVT) made, at a minimum, transfers
totaling $90.5 million in the one-year period prior to the
commencement of these cases. With respect to GLBL, SUNE made, at a
minimum, transfers totaling approximately $47 million in the
one-year period  prior to the commencement of these cases.  These
transfers, the Committee contends, are all avoidable under section
547 of the Bankruptcy Code.

The Committee believes it satisfies all of the requirements for
granting derivative standing to pursue these causes of action on
behalf of the applicable Debtors' estates. Prosecution of these
causes of action, the Committee states, is critical because their
resolution will, among other things, benefit the Debtors' estates
and creditors -- including the Debtors' unsecured creditors, who,
pursuant to the terms of the DIP Settlement, are the direct
beneficiaries of any recoveries from, among other things, avoidance
actions.

The Committee further tells the Court that on October 7, 2016, they
demanded that the Debtors immediately prosecute the Proposed Claims
on behalf of the estates or grant the Committee standing to do so.
The Debtors responded to the Committee's Demand Letter through
counsel on October 18, 2016 and refused to do either.

The Committee filed together with its request for standing, a
proposed adversary complaint  against the YieldCos.

Objections to the Committee's request for standing are due November
29, 2016.

The Committee is represented in the case by:

     Matthew S. Barr, Esq.
     David J. Lender, Esq.
     Theodore E. Tsekerides, Esq.
     Joshua S. Amsel, Esq.
     WEIL, GOTSHAL & MANGES LLP
     767 Fifth Avenue
     New York, New York 10153
     Telephone: (212) 310-8000
     Facsimile: (212) 310-8007

                   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.


TAR HEEL OIL II: Trustee's Supply Pact With Cary Has Interim Nod
----------------------------------------------------------------
Judge Benjamin A. Kahn on Nov. 4, 2016, entered a sixth interim
order authorizing Tar Heel Oil II, Inc. ("Tarheel") and Gambill
Oil, LLC, through their trustee, to continue to operate under a
Supply Agreement with petroleum supplier Cary Oil Co. Inc.

Prepetition, the Debtors used the services of Cary Oil Co. Inc.
("Cary Oil") as their petroleum supplier.  On Sept. 15, 2010,
Tarheel entered into a Co-Marketer Agreement (the "Tarheel
Agreement") with Cary Oil, whereby Cary Oil agreed to supply
petroleum products to Tarheel at an agreed upon price based upon
certain historical volume numbers, along with other terms and
conditions.  On Feb. 23, 2012, Gambill entered into a Co-Marketer
Agreement (the "Gambill Agreement") with Cary Oil, whereby Cary Oil
agreed to supply petroleum products to Gambill, at an agreed upon
price based upon certain historical volume numbers, along with
other terms and conditions.  The Tarheel Agreement and the Gambill
Agreement were modified from time to time.

On Feb. 1, 2015, Cary Oil and the Debtors entered into a Proposed
Note Modification and Supply Agreement (the "Agreement").  The
Agreement incorporates the terms and conditions of the Co-Marketer
Agreements, and also incorporates the Promissory Notes previously
entered into between the Debtors and Cary Oil. The Agreement
restructured the indebtedness owed to Cary Oil, while upholding the
Co-Marketer Agreements.

The Agreement provided these relevant terms, in addition to those
outlined in the Co-Marketer Agreements:

    A) Cary Oil continues to provide petroleum products to the
Debtors, under the same terms and conditions as the Co-Marketer
Agreements;

    B) Cary Oil reduces the interest rate on the outstanding
balance due and owing to Cary Oil from the Debtors from 12% per
annum to 1% per annum;

    C) The payment on the outstanding indebtedness due and owing to
Cary Oil from the Debtors is reduced to be equal to $7,258.93 per
month;

    D) The payment on the indebtedness is repaid directly from the
payment on the supply of petroleum made by the Debtors;

    E) In addition to the payment, Cary Oil charges the Debtor a
$0.009 security adder (the "Security Adder") on every gallon of
petroleum sold to the Debtors; and

    F) The Security Adder is deposited into a security fund (the
"Security Fund"), housed, maintained, and managed by Cary Oil.

Pursuant to the Agreement, the payment on the indebtedness owed to
Cary Oil and the Security Adder were taken from monies that Cary
Oil received from the Debtors Credit Card sales.  The monthly
payment on the indebtedness owed to Cary Oil from the Debtors is
fixed, pursuant to the Agreement, and continues until the principal
balance is repaid.  The actual payment applied to the Security Fund
fluctuates from month to month, based upon the actual gallons of
fuel purchased.

Pursuant to the Agreement, Cary Oil asserts a first priority
security interest in the Security Fund.  The Security Fund
guaranteed performance on the repayment of the loan, and repayment
of the line of credit operated by Cary Oil for the purchase of
petroleum, in the event the Debtors failed to make a payment.  

As of Feb. 29, 2016, the Debtors estimate the Security Fund held a
balance of approximately $81,132.  The Security Fund is Sec. 541
Property of the Estate.  The Debtors are currently uncertain how
much of the Security Fund is owned by Tarheel, and how much of the
Security Fund is owned by Gambill, although both Debtors
acknowledge that either Debtor may have claims to all of the
monies.

Additionally, the Security Fund acted as a demand deposit account
for the Debtors, should they need to purchase fuel but be otherwise
unable to pay for said fuel, pending approval of the application of
those funds for said purposes by Cary Oil.  As the Security Fund is
operated by Cary Oil, the Agreement acts as a type of financing
agreement, over and above the credit agreement between the parties
that was created pursuant to the Co-Marketer Agreements.

The Debtors are in need of a petroleum product supplier. Without a
petroleum product supplier, the Debtors would not be able to
continue operations of their businesses.

The Debtors are uncertain if any replacement petroleum product
supplier would be willing to provide petroleum to the Debtors on
credit.  The Debtors lack the finances to directly purchase
petroleum products and wait for credit card purchase funds to flow
into the Debtors' account.

Furthermore, while the Debtors believe that they could procure a
replacement petroleum product supplier, potentially purchasing fuel
on credit, they believe the terms of the new supply agreement would
not be as advantageous as those outlined in the Agreement. The
Debtors are informed and believe that an alternative supplier would
charge the Debtors a higher price per gallon of fuel purchased than
Cary Oil currently provides.  The higher price per gallon would
significantly impact the viability of the Debtors' businesses,
negatively impact the Debtors' ability to effectively reorganize,
and would decrease any potential return to other secured creditors
and unsecured creditors under a Plan of Reorganization.  Failure to
authorize the Debtors to operate pursuant to the terms of the
Agreement will cause immediate and irreparable harm to the Debtors
and their creditors.

Were the Debtors required to procure a replacement petroleum
product supplier, the Debtors would be in breach of the Agreement.
The breach of the Agreement could adversely impact the Debtors
assets and the administration of the case.

On Oct. 31, 2016, the Debtor defaulted under the Agreement by
failing to pay amounts owed to Cary Oil.  As a result of this
default, Cary Oil stopped selling fuel to the Debtors.

In open court on Nov. 3, 2016, the Court granted the motion of the
Bankruptcy Administrator to appoint John Paul H. Cournoyer as
Chapter 11 Trustee for the Debtors (the "Trustee").

Cary Oil and the Trustee have negotiated and agreed to amend the
Agreement to modify the Debtors' structure from a consignment model
to a wholesale model, which generally will function as follows (to
the extent the terms of the Agreement conflict with the
summarization below, the terms of the Amended Agreement will
control):

    a. Upon receipt of a signed Three Party Agreement in
substantially the same form as the one attached to the Amended
Agreement, EFT Authorization and W9, Cary Oil shall invoice each
customer of the debtor (a "Dealer") for final Debtors' inventory in
the tanks at Dealer Site.  The cost per gallon invoiced will be
determined by the Debtors.

     b. Cary Oil will remit all funds received in payment for
inventory invoiced to Dealers under paragraph 1.a to Debtors on
Nov. 14, 2016, or within three business days of receipt of such
funds if payment is received after Nov. 13, 2016.

    c. Cary Oil will nightly communicate the delivered cost of
product to Dealers via email or fax messaging.

    d. Cary Oil will facilitate deliveries to Dealer using normal
commercial terms, typically within 48 hours of order.  Cary Oil
will invoice Dealer, directly, for product deliveries, using the
product margin schedule provided by Debtors, which will establish
for each Dealer a fixed margin amount of the delivered cost of the
product that is payable to the Debtors (the "Margin Funds").  Cary
Oil will invoice Dealer for all amounts due on net 10 day terms.

    e. Cary Oil will daily post net credit card receipts to the
account of Dealer.

    f. On the 10th day following delivery, Cary will draft the bank
account of dealer for the net amount due for product less credit
card settlements received and posted by Cary as of the prior
business day.  If credit card receipts exceed amount due for
product, Cary will push net funds to Dealer, at Dealer's request.

    g. Cary Oil will pay the Margin Funds due to the Debtors by
Tuesday of each week with respect to invoices paid during the
previous week.

    h. Cary Oil shall provide summary reports and supporting detail
to the Debtors on or before the 10th day of each month with respect
to all settlements occurring during the previous month.

    i. In the event an EFT draft does not clear Dealer's account
for any reason.

Cary Oil will immediately suspend deliveries to Dealer and notify
the Debtors.

Cary Oil will deduct any ACH draft shortfalls from the Margin Funds
owed to Tar Heel Oil.

The Trustee believes that approval of the Amended Agreement on an
interim basis is in the best interests of the estate, since it will
preserve the going concern value of the Debtors' businesses, and
enable the Trustee to evaluate and pursue the best method for
maximizing value for the estates' creditors by means of a sale of
the Debtors' assets other otherwise.

A further hearing on the Supply Agreement Motion and any objections
and responses to the Supply Agreement Motion will be held will be
held at 9:30 a.m. on Nov. 15, 2016, at Courtroom 1 of the United
States Bankruptcy Court at 101 S. Edgeworth St., Greensboro, N.C.

A copy of the Sixth Interim Order is available at:

  http://bankrupt.com/misc/ncmb16-50216_144_Cash_Ord_Tarheel.pdf

                    About Tar Heel Oil II, Inc.

Tar Heel Oil II, Inc. is a Corporation organized under the laws of
the state of North Carolina, and was formed in August of 2008.
Tarheel was formed when it acquired certain assets of Tar Heel Oil,
Inc.  Tarheel owns certain personal property, including an
ownership interest in certain pumps, tanks, canopies, cash
registers and other tangible personal property at locations that
are not owned or operated by Tarheel.  Tarheel also holds the
rights to supply several gas stations and other locations with
petroleum products.  As of the petition date, Tarheel provided
petroleum products to approximately 47 locations.

Gambill Oil, LLC, is a limited liability company organized under
the laws of the state of North Carolina, and was formed in February
of 2012.  Gambill was formed when it acquired certain personal
property, including an ownership interest in certain pumps, tanks,
canopies, cash registers and other tangible personal property at
locations that are not owned or operated by Gambill. Gambill also
holds rights to provide petroleum products to certain gas station
locations and other retailers.  As of the petition date, Gambill
provided petroleum products to approximately 21 locations.

Tar Heel Oil II, Inc. and Gambill Oil, LLC sought protection under
Chapter 11 of the Bankruptcy Code  (Bankr. M.D.N.C. Case Nos.
16-50216 and 16-50217) on March 4, 2016.  The petitions were signed
by Arthur H. Lankford, president.  The Debtors are represented by
Charles M. Ivey, III, Esq., at Ivey, McClellan, Gatton, & Siegmund,
LLP.  The case is assigned to Judge Benjamin A. Kahn.  

Tar Heel Oil disclosed assets of $3.18 million and debt of $6.03
million.  Gambill Oil disclosed assets of $986,674 and debt of
$3.28 million.

In open court on Nov. 3, 2016, the Court granted the motion of the
Bankruptcy Administrator to appoint John Paul H. Cournoyer as
Chapter 11 Trustee for the Debtors.


TOSHIBA SAMSUNG STORAGE: Delaware Judge Permits Discovery
---------------------------------------------------------
Matthew Guarnaccia, writing for Bankruptcy Law360, reported that
U.S. Bankruptcy Judge Christopher S. Sontchi has entered a two-page
order allowing a bid by the trustees of bankrupt RadioShack and
Circuit City Stores Inc. to depose employees of a former Toshiba
Corp. and Samsung Electronics Co. Ltd. venture relating to
multidistrict litigation over the company's alleged price-fixing of
optical disc drives.  Judge Sontchi lifted the automatic stay
placed on Toshiba Samsung Storage Technology Korea Corp. through
Chapter 15 of the bankruptcy code for 14 days in order for the
liquidating trustees to conduct discovery.

                 About Toshiba Samsung Storage

Toshiba Samsung Storage Technology Korea Corporation, a unit of
Toshiba Corp., sought and obtained an order from the 6th Bankruptcy
Division of the Seoul Central District Court commencing
rehabilitation proceeding with respect to the Company under the
Debtor Rehabilitation and Bankruptcy Act, as amended.  The
Commencement Order, entered June 16, 2016, authorized Dae Sung Cho
to act as trustee of the Company's assets.

On July 5, 2016, Dae Sung Cho filed a Chapter 15 bankruptcy
petition for Toshiba Samsung Storage (Bankr. D. Del. Case No.
16-11602) in U.S. Bankruptcy Court for the District of Delaware.

The Company is engaged in the business of research and development,
manufacture, sale, export/import and provision of operation and
maintenance technology service for optical disc devices, and the
application equipment and related parts.

The Hon. Christopher S. Sontchi presides over the Chapter 15 case.

Curtis S. Miller, Esq., and Tamara K. Minott, Esq., at MORRIS,
NICHOLS, ARSHT & TUNNELL LLP, serve as counsel to the Chapter 15
petitioner.

The Chapter 15 petition says the joint venture has KRW 64.76
billion in assets and KRW 91.16 billion in liabilities as of March
31, 2016.


TRICORBRAUN HOLDINGS: S&P Assigns 'B' CCR; Outlook Negative
-----------------------------------------------------------
S&P Global Ratings said that it has assigned its 'B' corporate
credit rating to TricorBraun Holdings Inc. and TCB Holdings II
Corp.  The outlook is negative.

At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the company's proposed $735 million first-lien
secured credit facilities, which comprise a $75 million revolver
due 2021, a $600 million term loan due 2023, and a $60 million
delayed draw term loan due 2023.  The '3' recovery rating reflects
S&P's expectation for meaningful (50%-70%; upper half of the range)
recovery in a payment default scenario.

Additionally, S&P assigned its 'CCC+' issue-level rating and '6'
recovery rating to TricorBraun Holdings' proposed $350 million
second-lien notes.  The '6' recovery rating reflects S&P's
expectation for negligible (0%-10%) recovery in a payment default
scenario.

S&P also revised its outlook on TricorBraun Inc. to negative from
stable and affirmed all of S&P's existing ratings on the company.
S&P intends to withdraw its issue ratings on the company upon the
completion of this transaction because its debt will have been
refinanced.

"The 'B' corporate credit rating reflects our view that, despite
the additional debt leverage TricorBraun will operate with
following the transaction (we estimate that the company's adjusted
debt-to-EBITDA will rise to 7.7x at the outset from 7.0x as of
Sept. 30, 2016,), the plastic packaging distributor's solid market
position in the less-cyclical health care, personal care, and
beverage end markets should allow it to generate sufficient cash
flow to reduce its adjusted debt-to-EBITDA metric back to 7.0x,
which we deem appropriate for the current rating (as long as we
continue to assess the company's liquidity as adequate)," said S&P
Global credit analyst James Siahaan.  "The negative outlook
recognizes the company's high debt leverage levels and incorporates
the risk that operational weakness, debt-funded acquisitions, or
shareholder-friendly financial policy decisions could delay the
company from reducing its pro forma adjusted debt-to-EBITDA metric
back to 7.0x by the end of next year."

The negative outlook on TricorBraun reflects that there is a
one-in-three possibility that S&P will lower its rating on the
company in the next year if it does not reduce its adjusted
debt-to-EBITDA to the 7x level that S&P considers appropriate for
the current rating.  The company's defensible position as a leading
distribution company in its sector supports S&P's ratings, as well
as its track record of meaningful annual free cash flow generation,
which should support its liquidity position over the business
cycle.  S&P expects the company to smoothly integrate any midsize
acquisitions that it may undertake.

S&P could lower its rating on TricorBraun if debt-funded
acquisitions or significant shareholder distributions weaken its
financial profile.  S&P could also lower the rating if weak
operating conditions cause the company's results to come in below
S&P's expectations.  Based on the downside scenario S&P is
forecasting, it could lower its rating on the company if its
operating margins weaken by more than 150 basis points while its
volumes stay flat.  In S&P's downside scenario, the company's total
adjusted debt-to-EBITDA would deteriorate toward 8x and its
FFO-to-total adjusted debt ratio would decrease to less than 5%.
S&P could also lower its ratings if unexpected cash outlays or
business challenges reduce the company's liquidity position, or if
its covenant cushions tighten to less than 10%.

Although S&P does not expect to do so in the next year, it could
slightly raise its rating on TricorBraun over the intermediate-term
if the company's profitability improves significantly (by 300 basis
points) while its revenue increases by 3% and its liquidity remains
healthy.  These factors would cause the company's adjusted
debt-to-EBITDA ratio to improve to less than 5.5x and its
FFO-to-total adjusted debt ratio to rise to almost 9%.  In order to
upgrade the company, S&P would also need to be convinced that the
company's financial policies will support a higher rating.



TUGG TRUCKING: Seeks to Employ Holly Roark as Attorney
------------------------------------------------------
Tugg Trucking Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Idaho to employ Holly Roark of Roark Law
Offices as attorney, nunc pro tunc to October 12, 2016.

The Debtor requires Holly Roark to:

     (a) give Debtor and Debtor-in-possession legal advice with
respect to its powers and duties under Chapter 11;

     (b) take the necessary action to avoid liens as required, and
assist the Debtor and Debtor-in-possession in performing its other
statutory duties;

     (c) prepare on behalf of the Debtor all necessary
applications, answers, orders, reports, and any other legal papers
required by the Court;

     (d) prepare and file Motions for Use of Cash Collateral and
Obtain Authority to Incur Secured or Unsecured Debt, when
necessary, and all other necessary motions;

     (e) prepare and prosecute or defend adversary proceedings as
required;

     (f) interact with creditors and the United States Trustee and
all interested parties;

     (g) assist the Debtor and Debtor-in-possession in the
preparation of the Disclosure Statement and Chapter 11 Plan; and,

     (h) perform all other legal services on behalf of the Debtor
and Debtor-in-possession.

The rate of $195.00 per hour is Holly Roark's discounted rate,
which is usually $250.00 per hour.

On or about June 27, 2016, the Debtor entered into a formal
retainer agreement with Roark Law Offices, and prior to the filing
of the petition, a retainer of $15,000.00 was deposited with Roark
Law Offices. It is the security for the Chapter 11 filing fee of
$1,717, for costs incurred, and for attorney's fees and any legal
support staff.

As of the date of filing, the retainer was fully earned in the sum
of $13,283 (consisting of legal fees and costs expended for third
party services) but has been voluntarily discounted by Holly Roark
of Roark Law Offices by $4,000 down to $9,283.00, and said amount
has been drawn down for services rendered pre-petition in the three
and a half months leading up to the filing of the case, and
$4,000.00 remains in the trust account of Roark Law Offices after
the payment of the Chapter 11 filing fee. Post-petition services
shall be paid upon Court approval of such amounts.

Holly Roark, Esq., sole proprietor attorney doing business as Roark
Law Offices, 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.

Holly Roark can be reached at:

         Holly Roark, Esq.
         ROARK LAW OFFICES
         950 Bannock St., Suite 1100
         Boise, ID 83702
         Tel./Fax: (208) 536-3638
         Email: holly@roarklawboise.com

                About Tugg Trucking

Tugg Trucking Inc., an Idaho corporation formed in June 2011, is in
the business of hauling crude oil in several states, including
North Dakota.

A $218,156 judgment obtained by the State of North Dakota's
Workforce Safety & Insurance in August 2016 hurt Tugg Trucking's
ability to obtain ongoing workers' compensation insurance.

Tugg Trucking filed a Chapter 11 petition (Bankr. D. Idaho Case No.
16-40960) on Oct. 12, 2016.  The petition was signed by Staci
Sneddon, secretary.  The Hon. Jim D Pappas is the case judge.

The Debtor disclosed $783,200 in assets and $1,370,000 in
liabilities.

The Debtor tapped Holly Roark, Esq., at Roark Law Offices, in
Boise, Idaho, as counsel.

No trustee, examiner or statutory committee has been appointed in
the Chapter 11 case.


UCI INT'L: Seeks Approval of Settlement Agreement with Rank
-----------------------------------------------------------
UCI International, LLC, on Nov. 10, 2016, disclosed that it has
filed a motion with the U.S. Bankruptcy Court for the District of
Delaware seeking authority to enter into a settlement agreement
between the Company, the Official Committee of Unsecured Creditors
and the Ad Hoc Committee of Senior Noteholders and Rank Group
Limited ("Rank").  The agreement releases Rank and its affiliates
from liability for all potential causes of action in exchange for
an affiliate of Rank assuming the Company's three defined benefit
pension plans and providing certain other non-cash consideration to
the Company.  The settlement agreement is supported by all major
creditor constituencies in the case.

The motion seeking approval of the settlement agreement, together
with a separate agreement with the Pension Benefit Guaranty
Corporation to facilitate the transfer of the pension plans to
Rank, are scheduled to be heard by the bankruptcy court on December
6, 2016.  The settlement is consistent with the Rank Contribution
Election provided for in the Company's plan of reorganization.  A
confirmation hearing on the Plan is also scheduled for December 6,
2016.

"We are pleased that, after extensive negotiations, all parties
have been able to reach a settlement that will eliminate costly
litigation and provides considerable benefit to UCI," said
Brian Whittman, UCI's Chief Restructuring Officer.  "The settlement
improves the recovery for all of our creditors and further
positions UCI for a successful reorganization."

UCI also disclosed that Michael Klein, a veteran industry leader,
has agreed to serve as chairman of the board after its emergence
from bankruptcy.  Mr. Klein has previously served as CEO of Armored
Auto Group, IDQ and Murray's Discount Auto Stores and is currently
chairman of the board of the Auto Care Association.  Mr. Klein
commented that "I am excited to have the opportunity to join a
revitalized UCI.  The Company has great people and products and the
restructuring positions UCI to provide even better products and
service to its customers."  The remaining members of the
post-emergence board are expected to be named later this month and
Greg Noethlich and Brett McBrayer will continue to lead the
Company.

UCI's principal operating subsidiaries include Airtex Products,
L.P., ASC Industries, Inc., and Champion Laboratories, Inc.

                     About UCI International

UCI International, LLC, headquartered in Lake Forest, IL, designs,
manufactures, and distributes vehicle replacement parts, including
a broad range of filtration, fuel delivery systems, and cooling
systems products in the automotive, trucking, marine, mining,
construction, agricultural, and industrial vehicles markets.

UCI and its affiliates sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 16-11355) on June 1, 2016.  The Debtors are
represented by lawyers at Sidley Austin LLP.  Alvarez & Marsal
provides the company with financial advice and Moelis & Company LLC
is the Debtors' investment banker.  Garden City Group serves as the
Debtors' Claims Agent.  Wilmington Trust is the Indenture Trustee
for a
$400-million issue of 8.625% Senior Notes Due 2019.

The United States Trustee appointed an Official Committee of
Unsecured Creditors, which has retained Morrison & Foerster LLP as
proposed counsel, and Cole Schotz PC as Delaware co-counsel.  Zolfo
Cooper LLC has been retained as bankruptcy consultant and financial
advisor for the Committee.


VANGUARD NATURAL: Lowers Credit Facility Borrowing Base to $1.1B
----------------------------------------------------------------
As previously disclosed in the Current Report on Form 8-K of
Vanguard Natural Resources, LLC, originally filed with the
Securities and Exchange Commission on Oct. 26, 2016, the Company
entered into the Limited Waiver and Eleventh Amendment to the Third
Amended and Restated Credit Agreement, as amended from time to
time, among the Borrower, Citibank N.A., as Administrative Agent
and L/C Issuer and the financial institutions party thereto.

On Oct. 26, 2016, the Administrative Agent indicated to the Company
that it recommended an additional decrease in the borrowing base
from $1.325 billion to $1.1 billion.  On Nov. 3, 2016, the
reduction in the borrowing base became effective following approval
by two-thirds of the First Lien Lenders (voting by commitments).

The Company's decrease in its borrowing base from $1.325 billion to
$1.1 billion became effective on Nov. 3, 2016.  As of that date,
Vanguard has $1.3 billion in outstanding borrowings and
approximately $0.3 million in outstanding letters of credit,
resulting in a borrowing base deficiency of approximately $187.3
million, not including current cash on hand of approximately $29
million.  After consideration of the first $37.5 million deficiency
payment made in connection with the Waiver and Eleventh Amendment
on Oct. 26, 2016, the Company intends to repay the remaining
borrowing base deficiency of $187.3 million in five equal monthly
installments of $37.5 million beginning in January 2017.  The
Company anticipates that its forecasted excess cash flow will not
be sufficient to pay the remaining borrowing base deficiency.
Refinancing or restructuring our debt, selling assets, reducing or
delaying our drilling program or seeking to raise additional
capital through non-traditional lending or other private sources of
capital will be necessary to satisfy this requirement in order to
be back in compliance under the Credit Agreement.

                 About Vanguard Natural Resources

Vanguard Natural Resources, LLC -- http://www.vnrllc.com/-- is a
publicly traded limited liability company focused on the
acquisition, production and development of oil and natural gas
properties.  Vanguard's assets consist primarily of producing and
non-producing oil and natural gas reserves located in the Green
River Basin in Wyoming, the Permian Basin in West Texas and New
Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and
Alabama, the Anadarko Basin in Oklahoma and North Texas, the
Piceance Basin in Colorado, the Big Horn Basin in Wyoming and
Montana, the Arkoma Basin in Arkansas and Oklahoma, the Williston
Basin in North Dakota and Montana, the Wind River Basin in Wyoming,
and the Powder River Basin in Wyoming.

As of June 30, 2016, Vanguard had $1.82 billion in total assets,
$2.32 billion in total liabilities and a total members' deficit of
$493.6 million.

                            *    *    *

In April 2016, S&P Global Ratings raised the corporate credit
rating on Houston-based exploration and production company Vanguard
to 'CCC-' from 'SD'.


VOICEPULSE INC: Selling Tangible and Intangible Assets for $300K
----------------------------------------------------------------
VoicePulse, Inc., asks the U.S. Bankruptcy Court for the District
of New Jersey to authorize the sale of tangible and intangible
assets to VoicePulse Holdings, LLC for the sum of $300,000, subject
to higher and better offers.

A hearing on the Motion is set for Dec. 5, 2016, at 10:00 a.m.

Since April 2003, the Debtor has provided hosted phone services to
wholesale and business customers as well consumer customers.  Ravi
Sakaria is the President of the Debtor and its sole shareholder.
The Debtor is located at 1095 Cranbury South River Road, Unit 16,
Jamesburg, New Jersey.  Including Mr. Sakaria, the Debtor now has 5
full-time employees.

Over the course of the last 6 years, several issues have affected
the Debtor's business.  There has been a slow attrition of
customers, which accelerated over the last 6 months.  Moreover,
there has been increased competition, which has put the Debtor at a
strategic disadvantage, because it cannot be price-competitive
based upon aging infrastructure.  Furthermore, there was a
contentious litigation involving Ketan P. Patel, Mr. Sakaria's
cousin, which resulted in a Settlement Agreement whereby the Debtor
paid $11,111 monthly, in addition to other significant settlement
payments previously made since in or about November 2010.

Vendors were threatening to disconnect the Debtor's services, which
would in turn interrupt services to the Debtor's customers.  This
would have lead to irreparable harm to the Debtor's business.  Cash
would have ceased and enterprise value would have diminished.
Therefore, left with no choice based upon a pending shut-off by a
creditor, the Debtor filed its voluntary Chapter 11 Petition on an
emergent basis.

The Debtor and WebBank ("Web") entered into a Business Loan
Agreement ("Web Agreement") dated Feb. 26, 2016, whereby Secured
Creditor advanced the Debtor the sum of $150,000.  The Web
Agreement granted the Security Creditor a security interest, which
was further secured by a UCC-1 financing statement.

The collateral subject to the Secured Creditor's lien is set forth
in its filed UCC-1 (and continuation statement), and includes all
of the Debtor's present and future accounts, chattel paper, deposit
accounts, personal property, assets and fixtures, general
intangibles, instruments, equipment, inventory wherever located,
and proceeds now or hereafter owned or acquired.  Mr. Sakaria
signed a Personal Guaranty for the Web debt.

Upon information and belief, although the Web Agreement is termed a
"loan" agreement, it is a merchant services agreement, whereby the
Debtor's bank accounts linked to customer credit card deposits are
swept daily.  There was a weekday payment amount of $564, and the
anticipated maturity date is approximately June 2, 2017.

Pursuant to the various Orders authorizing the use of cash
collateral, the loan payments to WebBank were converted into
monthly payments of $1,297.  As of the Petition Date, Secured
Creditor is owed approximately $122,300.  According to the UCC
Financing Statement in favor of Secured Creditor, it enjoys a lien
on, among other things, Debtor's accounts.

The Debtor engaged in negotiations with the Purchaser, and
ultimately executed an Asset Purchase Agreement on Nov. 1, 2016.
The Debtor will accept all higher and better offers for the assets
on the date of the hearing set by the Court on the within Motion.

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

      http://bankrupt.com/misc/VoicePulse_Inc_91_Sales.pdf

All interested bidders must attend the sale hearing and notify the
Debtor's counsel of their intent to bid at the sale hearing no
later than 7 days prior to the date set by the Court for the
hearing.  All higher and better offers must be in $10,000
increments.  In the event that the Purchaser is not the successful
bidder, the successful bidder must agree to the terms of sale set
forth in the attached Agreement of Sale.  To the extent that the
Agreement provides for employment by the Purchaser of Mr. Sakaria,
if Purchaser chooses not to waive this provision, Mr. Sakaria would
have to agree to the terms and conditions of his employment.

To compensate for serving as a "stalking horse," whose bid will be
subject to higher or better offers, the Debtor seeks to provide the
Purchaser with certain protections, Purchaser is not the successful
bidder.  The Debtor believes that the protections are reasonable,
given the benefits to the estate of having a definitive agreement
and the risk that a third party offer ultimately may be accepted,
and the protections are necessary to reserve and enhance the value
of the bankruptcy estate. In the present case, the Purchaser seeks
to be reimbursed for actual and necessary expenses in an amount not
to exceed $15,000, if such Purchaser is not the successful bidder.

The sale of the Debtor's business has been advertised on
BusinessBroker.net since Oct. 19, 2016, and BizBuySell.com since
Oct. 21, 2016, and will continue to be advertised through the date
of the sale.  Additionally, the Debtor will list the business for
sale in the Business Opportunity Section of the Newark Star Ledger
for 2 consecutive weekends prior to the return date.

The Debtor is selling the assets, free and clear of liens, claims
and encumbrances for $300,000.  The purchase price will be paid as
follows: (i) $30,000 initial deposit was provided upon execution of
the Agreement, and (ii) monthly installments of $5,000 per month
for 54 consecutive calendar months beginning 6 months following the
closing.  ArenaOne, LLC, an existing New York limited liability
company, has agreed to provide a corporate guaranty for the
purchase price.

The closing is expected to take place on Dec. 31, 2016.  The Debtor
will assign its rights under all existing customer contracts, and
will also assign its rights under an unexpired executory contract
with Coredial to the Purchaser.  All other existing contracts will
be expressly rejected by the Debtor, to be effective on the actual
closing date.  None of the contracts sought to be assigned are in
default for any monetary or non-monetary reason.  Therefore, there
is no amount to cure by the Debtor before assigning its rights to
Purchaser.

Although the Closing Date is not scheduled until Dec. 31, 2016, the
Debtor seeks to waive the stay requirements under Rule 6004(h) in
connection with the sale of the estate's interest in the assets, in
its discretion.

                      About VoicePulse Inc.
  
The case is In re VoicePulse, Inc. (Bankr. D.N.J. Case No.
16-25075).  Since April 2003, VoicePulse, Inc., has provided hosted
phone
services to wholesale and business customers, as well consumer
customers. Ravi Sakaria is the president and sole shareholder.
VoicePulse is located at 1095 Cranbury South River Road, Unit 16,
Jamesburg, New Jersey.


WEATHERFORD INT'L: Moody's Cuts Corp. Family Rating to B3
---------------------------------------------------------
Moody's Investors Service downgraded Weatherford International
Ltd.'s (Weatherford or Weatherford Bermuda, incorporated in
Bermuda) Corporate Family Rating (CFR) to B3 from B1 and its
Probability of Default Rating to B3-PD from B1-PD. Moody's also
downgraded both Weatherford Bermuda's and Weatherford
International, LLC's (Weatherford Delaware, incorporated in
Delaware) senior unsecured ratings to Caa1 from B2. The Speculative
Grade Liquidity Rating of SGL-3 was affirmed. The rating outlook
remains negative.

"The downgrade of Weatherford's CFR reflects its very weak cash
flow from operations, which is untenable relative to the company's
debt balances and is not commensurate with peers at the prior B1
CFR level," commented Gretchen French, Moody's Vice President.
"While Weatherford should experience modest improvement in cash
flows in 2017, Moody's does not expect the increase to be
sufficient to indicate a more sustainable capital structure."

Rating actions include:

   Weatherford International Ltd. (Bermuda)

   -- Corporate Family Rating, downgraded to B3 from B1

   -- Probability of Default Rating, downgraded to B3-PD from B1-
      PD

   -- Senior Unsecured Notes, downgraded to Caa1 (LGD 4) from B2
      (LGD 4)

   -- Backed Senior Unsecured Shelf Rating, downgraded to (P)Caa1
      from (P)B2

   -- Backed Subordinate Shelf Rating, downgraded to (P)Caa2 from
      (P)B3

   -- Backed Preferred Shelf Rating, downgraded to (P)Caa2 from
      (P)B3

   -- Preference Shelf Rating, downgraded to (P)Caa2 from (P)B3

   -- Commercial Paper Rating, affirmed at Not Prime

   -- Speculative Grade Liquidity, affirmed at SGL-3

   -- Rating outlook, remains Negative

   Weatherford International, LLC. (Delaware)

   -- Senior Unsecured Notes, downgraded to Caa1 (LGD 4) from B2
      (LGD 4)

   -- Backed Senior Unsecured Shelf Rating, downgraded to (P)Caa1
      from (P)B2

   -- Backed Subordinate Shelf Rating, downgraded to (P)Caa2 from
      (P)B3

   -- Rating outlook, remains Negative

RATINGS RATIONALE

Weatherford's B3 CFR reflects the company's negative cash flow
generation during the oilfield service downturn as compared to its
oilfield services peers and high debt balances. "While Moody's
expects Weatherford will benefit from a modest recovery in activity
levels and cash flow into 2017, we believe the company's cash flow
generation will be moderate and leverage metrics will remain high."
Moody's said. Weatherford's B3 CFR is supported by: its scale and
strong market positions in several product lines; its geographic
diversification, with a substantial portion of its revenue coming
from markets outside the more volatile North American market; and
its numerous patented products and technologies, which give the
company a competitive edge in several markets. The rating also
considers the actions Weatherford has taken in response to the
downturn, including cost reduction efforts, raising equity,
managing its debt maturity profile, and focusing on a goal of free
cash flow generation and debt reduction.

Weatherford's SGL-3 rating reflects its adequate liquidity profile
through 2017, with the expectation of modest free cash flow,
adequate covenant compliance cushion, and a high reliance on both
committed and uncommitted credit facilities.

Weatherford has a bank credit facility that includes a $1.15
billion revolver maturing in July 2019 and $488 million secured
term loan maturing in July 2020. Weatherford also has a residual
revolver of $229 million, maturing in July 2017. The credit
facility has a 5% commitment reduction starting in July 2017, and
10% annually thereafter, but will not reduce below $1 billion. As
of September 30, 2016, Weatherford had $330 million in cash
drawings outstanding under its credit facility and $61 million in
letters of credit. The company is currently in compliance with its
financial covenants under its bank credit facility. "While covenant
cushion has tightened and there are upcoming covenant step-downs,
we expect adequate covenant cushion through 2017." Moody's said.

Moody's rates debt issued by Weatherford International Ltd.,
incorporated in Bermuda (Weatherford Bermuda) and Weatherford
International, LLC., incorporated in Delaware (Weatherford
Delaware). The unsecured notes of Weatherford Bermuda and
Weatherford Delaware are rated Caa1, one-notch below the B3 CFR,
reflecting the contractual and structural subordination of the
unsecured notes to Weatherford's credit facility.

The rating outlook remains negative, reflecting the risk that cash
flow generation could be challenged into 2017, resulting in
continued elevated financial leverage.

Weatherford's ratings could be downgraded should liquidity weaken
or if cash flow levels remain negative.

The ratings could be upgraded if Weatherford is able to generate
positive cash flow from operations that support a retained cash
flow/debt ratio above 5%.

The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in December 2014.

Weatherford International Ltd. and Weatherford International, LLC
are wholly-owned subsidiaries of Weatherford International plc,
which is headquartered in Switzerland and is a diversified
international energy service and manufacturing company that
provides a variety of services and equipment to the oil and gas
industry.


WEST BELL: RLS Capital Objects to Cash Collateral Use
-----------------------------------------------------
RLS Capital, Inc., filed with the U.S. Bankruptcy Court for the
District of Arizona an objection to West Bell Medical L.L.C.'s use
of cash collateral and asks that the Debtor be compelled to account
for and turn-over the cash collateral.

RLS Capital contends that it holds a perfected security interest in
the income and/or rents that the Debtor is generating by leasing
out an approximately 6,667 sq. ft. medical office building located
at 4901 West Bell Road, Glendale, Arizona.  RLS Capital further
contends that the income and/or rents constitutes its cash
collateral.

RLS Capital tells the Court that it is certain that the Property is
generating cash collateral because, as recently as September 27,
2016, the Debtor turned-over $3,336 to RLS Capital, which the
Debtor represented to be rents paid by one or more of its tenants.
RLS Capital further tells the Court that the Property is currently
occupied by three or four different tenants.

RLS Capital demands that the Debtor provide it with written proof
that the Property is insured against hazards, and with the
insurance policy stating that:

     (a) RLS Capital is a named additional insured and/or
co-insured/loss payee;

     (b) the coverage limit is at least $890,000; and

     (c) the deductible is not more than $8,900.

RLS Capital also demands that the Debtor provide it with:

     (a) written proof of all the income and/or rents the Debtor
has collected postpetition from the Property, commencing October
24, 2016, and will subsequently collect throughout the duration of
the Chapter 11 case; and

     (b) written proof of what has happened with all the income
and/or rents the Debtor has collected post-petition.

RLS Capital says that as a condition to securing its consent to the
use of cash collateral, the Debtor must provide monthly:

     (1) Income statements reflecting:

          (a) the name of each occupant and/or tenant of the
Property;

          (b) the amount that is supposed to be paid by or for each
such occupant and/or tenant; and

          (c) the amount actually paid by or for each said occupant
and/or tenant, and if applicable, the amount for each occupant
and/or tenant that is delinquent.

     (2) Expense budgets, pre-approved by RLS Capital or the Court,
and reconciliations reflecting what it anticipates it will cost to
keep the Property up-and-running, and then, its actual cost.

RLS Capital wants every penny of its cash collateral in excess of
budgeted expenditures approved by RLS and/or the Court to be
physically delivered or mailed to RLS Capital, so that it has the
assurance of knowing that all the income and/or rents generated by
the Property will be applied against the indebtedness that the
Debtor owes RLS Capital.  RLS Capital also wants the Debtor to
evict non-paying occupants of the Property, or have the Chapter 11
case converted to a Chapter 7 case or be dismissed.

A full-text copy of RLS Capital, Inc., dated Nov. 7,, 2016, is
available at
http://bankrupt.com/misc/WestBellMedical2016_216bk12173dpc_13.pdf

               About West Bell Medical L.L.C.

West Bell Medical L.L.C. filed a chapter 11 petition (Bankr. D.
Ariz. Case No. 16-12173) on October 24, 2016.  The petition was
signed by Dr. John Maslak, authorized representative.  The Debtor
is represented by Adam E. Hauf, Esq., at Hauf Law, PLC.  The Debtor
estimated assets at $1 million to $10 million and liabilities at
$500,000 to $1 million at the time of the filing.


WESTERN AUTO: Authorized to Use Cash Collateral on Interim Basis
----------------------------------------------------------------
Judge Jim D. Pappas of the U.S. Bankruptcy Court for the District
of Idaho authorized Western Auto Sales, LLC, to use cash collateral
on an interim basis.

Secured Creditors Automotive Finance Corporation and NextGear
Capital, Inc., consented to the Debtor's use of cash collateral on
an interim basis.

The Debtor is indebted to NextGear Capital in the amount of
$535,594, pursuant to a Note.  The Note financed the purchase of
certain vehicles by the Debtor, known as the NextGear Secured
Vehicles.  The Note also financed the purchase of NextGear Sold Out
of Trust Vehicles, which consist of certain vehicles that the
Debtor disposed of and the proceeds of which were not given or paid
to NextGear Capital.  NextGear Capital was granted a security
interest in all the Debtor's assets and properties.

The Debtor owes Automotive Finance Corporation the amount of
$257,949, pursuant to a Note.   The AFC Note financed the purchase
of vehicles by the Debtor, known as the AFC Secured Vehicles.  The
AFC Note also financed the purchase of certain vehicles that the
Debtor had disposed of, and the proceeds of which were not given or
paid to Automotive Finance Corporation, also known as the AFC Sold
Out of Trust Vehicles.  Automotive Finance Corporation was granted
a second priority security interest in substantially all the
Debtor's assets, including inventory which was currently-owned or
later-acquired.  Automotive Finance Corporation was also granted a
purchase money security interest in all vehicles, parts, and
equipment financed by Automotive Finance Corporation.

The Debtor contended that Westlake Flooring Company, LLC, may
assert an interest in certain cash collateral of the Debtor based
on its prepetition loan agreement with the Debtor and its initial
UCC filing with the Idaho Secretary of State on June 20, 2016.
Westlake was provided notice of the Debtor's Motion and the
Debtor's intent to use cash collateral in which Westlake may assert
an interest.  Westlake did not file an objection to the Motion, and
did not appear at the preliminary hearing on the Motion to assert
its interest in cash collateral.

Judge Pappas acknowledged that the Debtor's only significant source
of income is through continued business operations consisting
primarily of the sale of the Debtor's motor vehicle inventory and
the collection of the accounts generated by those sales.  He
further acknowledged that in order to continue existing operations,
the Debtor requires the use of cash collateral in which the Secured
Creditors have an interest.

The Debtor was directed to tender the sum of $1,071 to Westlake
Flooring Company, by November 30, 2016.

The Debtor was authorized to sell NextGear Secured Vehicles, AFC
Secured Vehicles, and vehicles subject to Westlake Flooring
Company's security interest in the ordinary course of business.

The Debtor was further authorized to provide the Secured Creditors
with the following adequate protection, among others:

     (1) The Debtor may sell any Secured Vehicle for an amount
sufficient to pay the respective Secured Creditor the full amount
owing on that vehicle as of the date of sale as indicated in the
records of the Secured Creditor.  Absent written permission from
the Secured Creditor, the Debtor may not sell a Secured Vehicle for
less than the Payoff Amount, and the Debtor may not dispose of any
Secured Vehicle through trade.

     (2) Upon receipt of proceeds from the sale of any Secured
Vehicle, the Debtor will deposit all proceeds from the sale of each
Secured Vehicle into the respective Secured Creditor's Adequate
Protection Account;

     (3) Until such time as the Debtor becomes current on its
financial obligations to each Secured Creditor under their
respective Note, within 24 hours of the receipt of the proceeds
from the sale of any Secured Vehicle, the Debtor will remit to the
respective Secured Creditor the Payoff Amount and 50% of any amount
over and above the Payoff Amount.  The portion over and above the
Payoff Amount that is paid to each Secured Creditor will be applied
to the debt owing from the Debtor to the Secured Creditor on that
creditor's Sold Out of Trust Vehicles; the Debtor will be entitled
to use the remaining 50% of the amount over and above the Payoff
Amount for ordinary operating expenses;

     (4) To the extent of the Cash Collateral used by the Debtor,
each of the Secured Creditors is granted a replacement lien in all
property and assets of any kind and nature in which Debtor has an
interest and their proceeds, products, rents and profits, with the
same priority, validity and extent as the Secured Creditor’s pre-
petition liens.

The Debtor agreed to pay the Secured Creditors all proceeds in its
possession that are attributable to the sale or disposition of each
Secured Creditor's Sold Out of Trust Vehicles, within two business
days from the entry of the Interim Order.

A final hearing on the Debtor's Motion is scheduled on Nov. 30,
2016 at 9:00 a.m.

A full-text copy of the Interim Order, dated Nov. 7, 2016, is
available at
http://bankrupt.com/misc/WesternAutoSales2016_1601375jdp_28.pdf

                    About Western Auto Sales

Western Auto Sales, LLC, filed a Chapter 11 petition (Bankr. D.
Idaho Case No. 16-01375) on Oct. 25, 2016.  The Petition was signed
by Todd Martell, managing member.  The case is assigned to Judge
Jim D. Pappas.  The Debtor's counsel is Jeffrey Philip Kaufman,
Esq., at the Law Offices of D. Blair Clark PC.  At the time of
filing, the Debtor estimated assets at $1 million to $10 million
and liabilities at $500,000 to $1 million.



[*] InfraREIT Appoints Stacey Dore as Senior VP, General Counsel
----------------------------------------------------------------
InfraREIT, Inc., on Nov. 7, 2016, announced the appointment of
Stacey H. Dore as Senior Vice President and General Counsel of the
Company.  Ms. Dore follows Benjamin D. Nelson, who has resigned
from the Company effective as of Nov. 7.

"I would like to thank Ben for his exceptional contributions,"
commented David A. Campbell, Chief Executive Officer of InfraREIT.
"Ben played a central role in the planning and execution of our
initial public offering, as well as establishing the infrastructure
and processes of a newly public company.  He has left an indelible
mark."

"We are thrilled to have Stacey Dore join our Company as General
Counsel," continued Mr. Campbell.  "Stacey brings a wealth of
experience, an outstanding track record and truly distinctive
capabilities to the position.  We look forward to her contributing
her expertise to all facets of the Company's work."

Ms. Dore is the former Executive Vice President, General Counsel
and Co-Chief Restructuring Officer of Energy Future Holdings Corp.
(EFH).  In this capacity, Dore advised EFH's senior management and
board of directors on legal, regulatory and corporate governance
matters; oversaw the corporate secretary's office; and led the
company's legal and compliance team.  As Co-Chief Restructuring
Officer for the EFH portfolio of companies during the largest
Chapter 11 bankruptcy ever filed in Delaware, Dore managed all
aspects of the restructuring process.

Previously, as Vice President and General Counsel of EFH's
subsidiary Luminant, Ms. Dore oversaw Luminant's legal and
compliance functions.  Prior to joining the EFH portfolio of
companies, Dore was in private practice at Vinson & Elkins LLP,
where she engaged in a business litigation practice for 11 years.

Ms. Dore received her law degree cum laude from Harvard Law School
in 1997 and graduated summa cum laude from the University of
Southwestern Louisiana, where she was named Outstanding Graduate in
the College of Liberal Arts.

                     About InfraREIT, Inc.

InfraREIT -- http://www.InfraREITInc.com/-- is a real estate
investment trust that owns rate-regulated electric transmission and
distribution assets in the state of Texas.  The Company is
externally managed by Hunt Utility Services, LLC, an affiliate of
Hunt Consolidated, Inc. (a diversified holding company based in
Dallas, Texas and managed by the Ray L. Hunt family) and the
Company's shares are traded on the New York Stock Exchange under
the symbol "HIFR".  


[*] Labaton Sucharow Grows Practices in New York and Delaware
-------------------------------------------------------------
Labaton Sucharow LLP on Nov. 8, 2016, announced the addition of
partner Michael P. Canty, and of counsel Thomas P. Preston and Ian
"Connor" Bifferato, to the Firm's roster of litigators. The three
attorneys bring impressive experience to the Firm's deep bench in
the Securities and Corporate Governance and Shareholder Rights
Litigation practices.

"Labaton Sucharow's track record of success throughout the years is
undoubtedly due to a talented group of attorneys who are committed
to prosecuting corporate misconduct," remarked Canty. "I look
forward to bringing my practice to the Firm and joining the team."


Working in the Firm's New York hub, Canty, a former Assistant
United States Attorney who served in the Eastern District of New
York, has more than a decade of trial experience in national
security, white collar crime, and cybercrime matters. Canty most
recently served as the Deputy Chief in the Office's General Crimes
Section. He also served in the Office's National Security and
Cybercrime Section where he focused on investigating and
prosecuting terrorism related offenses. Prior to joining the U.S.
Attorney's Office, he served as an Assistant District Attorney for
the Nassau County District Attorney's Office, where he handled
complex state criminal offenses.

Before becoming a prosecutor, Canty worked as a Congressional Staff
Member for the United States House of Representatives. He primarily
served as a liaison between the Majority Leader's Office and the
Government Reform and Oversight Committee.

With more than 40 years of experience, Thomas P. Preston is based
out of the Firm's Delaware office and focuses on analyzing and
resolving commercial disputes through mediation, arbitration, and
litigation. Preston's extensive background covers several practice
areas, including corporate governance, shareholder rights,
securities, antitrust, fiduciary duties, bankruptcy, and other
financial and regulatory matters, as well as in higher education
legal matters. Prior to his new role at the Firm, Preston served as
General Counsel for Delaware State University.

Joining the Firm's Wilmington, Delaware office, Bifferato has over
20 years of experience representing investors in corporate
governance and transactional matters, including class action and
derivative litigation.  Bifferato has worked among a broad range of
practice areas, including commercial and complex litigation,
alternative dispute resolution, business reorganization, creditors'
rights, and commercial bankruptcy.


[^] BOOK REVIEW: Competitive Strategy for Health Care Organizations
-------------------------------------------------------------------
Authors: Alan Sheldon and Susan Windham
Publisher: Beard Books
Softcover: 190 pages
List Price:  $34.95
Review by Francoise C. Arsenault

Order your personal copy today at http://bit.ly/1nqvQ7V

Competitive Strategy for Health Care Organizations: Techniques for
Strategic Action is an informative book that provides practical
guidance for senior health care managers and other health care
professionals on the organizational and competitive strategic
action needed to survive and to be successful in today's
increasingly competitive health care marketplace. An important
premise of the book is that the development and implementation of
good competitive strategy involves a profound understanding of
change. As the authors state at the outset: "What may need to be
done in today's environment may involve great departure from the
past, including major changes in the skills and attitudes of
staff, and great tact and patience in bringing about the necessary
strategic training."

Although understanding change is certainly important in most
fields, the authors demonstrate the particular importance of
change to the health care field in the first and second chapters.
In Chapter 1, the authors review the three eras of medical care
(individual medicine, organizational medicine, and network
medicine) and lay the groundwork for their model for competitive
strategy development. Chapter 2 describes the factors that must be
taken into account for successful strategic decision-making. These
factors include the analysis of the environmental trends and
competitive forces affecting the health care field, past, current,
and future; the analysis of the competitive position of the
organization; the setting of goals, objectives, and a strategy;
the analysis of competitive performance; and the readaptation of
the business, if necessary, through positioning activities,
redirection of strategy, and organizational change.

Chapters 3 through 7 discuss in detail the five positioning
activities that are part of the model and therefore critical to
the development and implementation of a successful strategy:
scanning; product market analysis; collaboration; restructuring;
and managing the physician. The chapter on managing the physician
(Chapter 7) is the only section in the book that appears dated
(the book was first published in 1984). In this day of physician-
owned hospitals and physician-backed joint ventures, it is
difficult to envision the physician in the passive role of "being
managed." However, even the changing role of physicians since the
book's first publication correlates with the authors' premise that
their model for competitive strategic planning is based exactly on
understanding and anticipating change, which is no better
illustrated than in health care where change is measured not in
years but in months. These middle chapters and the other chapters
use a mixture of didactic presentation, graphs and charts,
quotations from famous individuals, and anecdotes to render what
can frequently be dry information in an entertaining and readable
format.

The final chapter of the book presents a case example (using the
"South Clinic") as a summary of many of the issues and strategic
alternatives discussed in the previous chapters. The final chapter
also discusses the competitive issues specific to various types of
health care delivery organizations, including teaching hospitals,
community hospitals, group practices, independent practice
associations, hospital groups, super groups and alliances, nursing
homes, home health agencies, and for-profits. An interesting quote
on for-profits indicates how time and change are indeed important
factors in strategic planning in the health care field: "Behind
many of the competitive concerns.lies the specter of the for-
profits. Their competitive edge has lain until now in the
excellence of their management. But developments in the past half-
decade have shown that the voluntary sector can match the for-
profits in management excellence. Despite reservations that may
not always be untrue, the for-profit sector has demonstrated that
good management can pay off in health care. But will the voluntary
institutions end up making the same mistakes and having the same
accusations leveled at them as the for-profits have? It is
disturbing to talk to the head of a voluntary hospital group and
hear him describe physicians as his potential competitors."


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
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Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
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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
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The TCR subscription rate is $975 for 6 months delivered via
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