TCR_Public/161130.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, November 30, 2016, Vol. 20, No. 334

                            Headlines

624 STANYAN: Will Refinance San Francisco Property, Plan Says
A C MOBILE: Unsecureds To Recover 20% in Five Years
ADAMS TRACTOR: Hires Haeberle as Accountant
ADAMSVILLE PROPERTIES: U.S. Trustee Unable to Appoint Committee
ADVANCEPIERRE FOODS: S&P Affirms 'B+' CCR Following Refinancing

AK STEEL: Egan-Jones Hikes Sr. Unsec. Ratings to B-
ALGODON WINES: Incurs $2.14 Million Net Loss in Third Quarter
ALLEN CONSTRUCTION: Hearing to Consider Disclosures on Dec. 15
ALLIANCE PROCESSORS: Hires TruckCenter as Auctioneer
ALLY FINANCIAL: Inks Settlement Agreement with DOJ

AMERICAN APPAREL: Seeks to Hire Houlihan as Investment Banker
AMERICAN GILSONITE: Get Final Court OK on $30M DIP Financing
ARUBA PETROLEUM: Seeks to Hire Eric A. Liepins as Legal Counsel
AUTONATION INC: Egan-Jones Hikes Sr. Unsec. Ratings to BB+
AVAYA INC: Weighing Ch.11 Filing, Sale of Call-Center Software Unit

AXIALL CORP: Egan-Jones Withdraws BB+ Sr. Unsecured Ratings
BANKUNITED INC: Moody's Affirms Ba1 Local Currency Issuer Rating
BHUP N. YADAV: Disclosures Has Prelim OK; Plan Hearing on Dec. 28
BIOSTAR PHARMACEUTICALS: Incurs $1.56 Million Net Loss in Q3
BLACK ELK ENERGY: Ex-Officials Face DOJ, SEC Probes

BRAZIL MINERALS: Incurs $483K Net Loss in Third Quarter
BUCKTAIL MEDICAL: Seeks to Hire O'Brien & Ryan as Special Counsel
CALMARE THERAPEUTICS: Stockholders Elect Seven Directors
CANNASYS INC: Files Form 10-Q; Incurs $1.66M Net Loss in Third Qtr.
CAR CHARGING: Incurs $2.79 million Net Loss in Third Quarter

CATALENT PHARMA: Moody's Assigns B3 Rating on New Sr. Unsec. Notes
CATALENT PHARMA: S&P Rates Proposed $400MM Sr. Unsec. Notes 'BB-'
CATARINA CONSTRUCTION: Hires Bridgepoint's Erik White as CRO
CATARINA CONSTRUCTION: Hires Kell Mercer as Counsel
CEETOP INC: Incurs $71.7K Net Loss in Third Quarter

CENVEO INC: Egan-Jones Hikes Sr. Unsec. Ratings to B- from CCC+
CHAPARRAL ENERGY: Has Framework for Debt-for-Equity Plan
CHAPARRAL ENERGY: JPMorgan to Syndicate $550-Mil. Exit Loans
CHAPARRAL ENERGY: Lenders, Noteholders Want Plan Filed by Dec. 13
CHAPARRAL ENERGY: Noteholders to Backstop $50M Rights Offering

CHAPARRAL ENERGY: Posts $5.49-Mil. Net Loss in Sept. 30 Quarter
CHAPARRAL ENERGY: Seeks Approval of Fischer Retirement Deal
CHAPARRAL ENERGY: UST Wants Hearing on PSA, et al. Pushed Back
CHIEFTAIN STEEL: U.S. Trustee Unable to Appoint Committee for Unit
CHINA FISHERY: Trustee Seeks to Hire Skadden as Legal Counsel

COGENT COMMUNICATIONS: S&P Affirms 'B+' Rating on Sr. Sec. Notes
CONTINENTAL RESOURCES: Egan-Jones Cuts Sr. Unsecured Ratings to B
CREATIVE REALITIES: Incurs $2.76 Million Net Loss in Third Quarter
CRYOPORT INC: Incurs $2.18 Million Net Loss in Second Quarter
CULPEPPER ENTERPRISES: Hires John Moore as Counsel

CULPEPPER ENTERPRISES: Taps S. Wayne Easterling as Special Counsel
CURTIS EDWARD SHELDON: Unsecureds To Get Quarterly Payment of $681
DE-TECH COLLISION: Hires Schneider Miller as Counsel
DEAN YOUNG: Exit Plan Proposes to Sell Barnwell Property
DENNIS KOLODIN: Plan Confirmation Hearing on Jan. 4

DICKINSON OF SAN ANTONIO: Hires Langley & Banack as Attorneys
DIRECTBUY HOLDINGS: UST Opposes $500,000 Expense Reimbursement
DOLPHIN DIGITAL: Incurs $11.5 Million Net Loss in Third Quarter
E & E ENTERPRISES: Hires Albo & Oblon as Attorney
ECOSPHERE TECHNOLOGIES: Incurs $1.05-Mil. Net Loss in Third Quarter

EFT HOLDINGS: Incurs $992,000 Net Loss in Second Quarter
ELBIT IMAGING: Unit Closes Second Tranche of Refinancing
ENUMERAL BIOMEDICAL: Supplements Schedule TO Transaction Statement
ERNEST SHEPHERD: Disclosures Okayed, Plan Hearing on Dec. 21
ETRADE FINANCIAL: Egan-Jones Hikes Sr. Unsec. Ratings to BB+

EXCO RESOURCES: Oaktree Discloses 10.9% Stake as of Nov. 18
EXPERIMENTAL MACHINE: Allowed to Use M&T Bank Cash Until Dec. 17
FIRST WIVES: Hires Mann Solutions as Chief Restructuring Advisor
FRANK W. KERR: Committee Taps BDO USA as Financial Advisor
FREESEAS INC: To Hold Annual Meeting on Dec. 22

FTE NETWORKS: Incurs $1.05 Million Net Loss in Third Quarter
FULLCIRCLE REGISTRY: Incurs $167,000 Net Loss in Third Quarter
GASTAR EXPLORATION: Initial Closing of Oklahoma Acreage Sale
GLOBAL AMENITIES: Hires Nelson as Special Litigation Counsel
GLOBAL HEALTHCARE: Posts $314,000 Net Income for Third Quarter

GLYECO INC: Incurs $699,000 Net Loss in Third Quarter
GRIZZLY LAND: Ch. 11 Trustee Wants to Use RAB Cash Until Sept. 30
GTT COMMUNICATIONS: Moody's Confirms B2 CFR on Hibernia Deal
GULFMARK OFFSHORE: Adds Exclusive Forum Selection to Bylaws
GULFMARK OFFSHORE: Has Tender Offer for $300M Sr. Notes Due 2022

GULFMARK OFFSHORE: S&P Lowers CCR to 'CC' on Tender Offer
GUSTAVO ARANGO: Unsecureds To Recover 12% Under Plan
HAMPSHIRE GROUP: Asks Court to Extend Bankr. Stay to Execs
HDREPAIR.COM CORP: Court Denies Approval of Plan Outline
HENDRICKSON TRUCKING: To Pay Unsecureds 10% Over 16 Mos.

HERTZ CORPORATION: Moody's Affirms B1 CFR; Outlook Negative
HOOPER HOLMES: Incurs $2.05 Million Net Loss in Third Quarter
HPIL HOLDING: Incurs $41.6K Net Loss in Third Quarter
HUDBAY MINERALS: Moody's Rates US$1BB Sr. Unsec. Notes B3
HUDBAY MINERALS: S&P Assigns 'B' Rating on US$1BB Sr. Unsec. Notes

I3 GROUP: To Pay Unsecureds With Income From Woodbridge Plot Dev't
IMAGEWARE SYSTEMS: Incurs $2.74 Million Net Loss in Third Quarter
IMX ACQUISITION: Equity Committee Taps FTI as Financial Advisor
INFOMOTION SPORTS: Plan Outline Okayed, Plan Hearing on Dec. 19
INOFIN INC: Holland & Knight Cleared from Malpractice Claim

INT'L SHIPHOLDING: Gets Court Approval on Seacor Capital RSA
INTEGRATED BIOPHARMA: Director LaPlaca Won't Stand for Re-election
INTERNATIONAL SEAWAYS: Moody's Assigns B3 CFR; Outlook Stable
KEMET CORP: Bryant Riley Reports 5.28% Equity Stake as of Nov. 9
KIRK'S FRAMING: Hires Haeberle as Accountant

KIWA BIO-TECH: Posts $93,600 Net Income for Third Quarter
L & R FAMILY: Can Use HSBC Cash Collateral on Final Basis
LEE BROTHERS: Hires Sheehan Law as Counsel
LEVEL 1 INC: Hires Fisher Rushmer as Attorney
LEVEL 8 APPAREL: Wants to Use Capstone, IRS Cash Collateral

LIBERTY MEDIA: Egan-Jones Withdraws BB+ Sr. Unsecured Ratings
LIGHTSTONE GENERATION: Moody's Rates $1.825BB Facilities Ba3
LINN ENERGY: Posts $198-Mil. Net Loss for Sept. 30 Quarter
LIQUIDMETAL TECHNOLOGIES: Inks Separation Agreement with CEO
LOWELL & SONS: Hires Samuels Yoelin as Counsel

LUSIGNAN SECURITY: Court Calls Cash Collateral Motion Moot
LUVU BRANDS: Incurs $177,000 Net Loss in Sept. 30 Quarter
LYNN ARTHUR NICHOLS: Unsecureds To Get $21,078.48 in 5 Yrs
MARINA BIOTECH: Mihir Munsif Reports 5.9% Stake as of Nov. 15
MARINA BIOTECH: Posts $769,000 Net Income for Third Quarter

MARINA BIOTECH: Pyng Soon Holds 5.9% Equity Stake as of Nov. 15
MARINA BIOTECH: Vuong Trieu Reports 44% Stake as of Nov. 15
MCNEILL GROUP: Unsecureds To Get $5,267 Per Month For Five Years
MICRO FOCUS: Moody's Puts B1 CFR on Review for Downgrade
MICROCHIP TECHNOLOGY: Egan-Jones Cuts Sr. Unsec. Ratings to BB-

MINERVA YAGER: Plan Confirmation Hearing Set for Jan. 10
MISSION NEWENERGY: All Resolutions Passed at Annual Meeting
MOMENTIVE PERFORMANCE: Posts $16M Net Loss for Sept. 30 Quarter
NAUGHTON PLUMBING: Seeks Court Approval for Cash Collateral Use
NETSUITE INC: Egan-Jones Withdrew B+ Sr. Unsec. Ratings

NEW JERSEY HEADWEAR: Hires Bederson as Financial Advisor
NEWGIOCO GROUP: Insufficient Cash Flow Raises Going Concern Doubt
NEWPARK RESOURCES: Egan-Jones Cuts Sr. Unsec. Ratings to CCC+
NORANDA ALUMINUM: Court Approves Global Settlement
NORANDA ALUMINUM: Court Dismisses Chapter 11 Case

NORANDA ALUMINUM: Royce & Associates Has 5.92% Stake as of Oct. 31
NORBORD INC: S&P Revises Outlook to Positive & Affirms 'BB-' CCR
NORMCC ENTERPRISES: Hires Sheehan Law as Counsel
NORTEL NETWORKS: NNI Unsecureds to Recoup 55.1%-61.2%
NORTEL NETWORKS: Trade Creditors, Others Object to Plan Outline

NORTH GATEWAY CORE: John Propst To Be Paid Over 5 Yrs at 4.5%
NORTH GATEWAY: Jan. 4 Plan Confirmation Hearing Set
OAKS OF PRAIRIE: Allowed to Use ISB Cash Collateral Until Dec. 31
OVERSEAS SHIPHOLDING: Moody's Lowers CFR to B3; Outlook Negative
PACIFIC SUNWEAR: Wins Court Approval to Pay $12.8M in Legal Fees

PEABODY ENERGY: Arbitration Hearings on UMWA Rift to Begin Dec. 19
PEABODY ENERGY: DIP Lenders Lift Deadline for CNTA Case Ruling
PEABODY ENERGY: Feb. 2017 Trial in Suit vs. APS, PacifiCorp
PEABODY ENERGY: Mangrove Reports 5.2% Stake as of Oct. 19
PEABODY ENERGY: Posts $134 Million Net Loss in Q3 2016

PHOTOMEDEX INC: Receives Noncompliance Notice from NASDAQ
PLASTIC2OIL INC: Incurs $1.65 Million Net Loss in Third Quarter
QUALITY FLOAT: Has Until Feb. 22 to Use First Midwest Bank Cash
RADIATE HOLDCO: Moody's Withdraws B2 Corp Family Rating
RADIATE HOLDCO: S&P Assigns 'B' CCR on Aggressive Financial Policy

RECYCLING GROUP: Wants to Use Sutton Bank Cash Collateral
REPSOL OIL: Egan-Jones Withdraws BB Sr. Unsecured Ratings
REVOLVE SOLAR: Fleet Staff Opposes Approval of Plan Outline
RIO MOBILE: Seeks to Hire Antonio Martinez as Legal Counsel
RITA RESTAURANT: Cash Collateral Use on Interim Basis Allowed

ROBERT M. PENDERGRAFT: Wife to Pay Unsecureds 50% Over 60 Months
ROBERT ROXBERRY: Court Denies Approval of Plan Outline
ROGER LEE HAYES: Unsecureds To Get $14,000 Under Plan
ROKWADER INC: Insufficient Capital Raises Going Concern Doubt
ROOSEVELT UNIVERSITY: Moody's Lowers Rating on $180MM Bonds to Ba1

ROOT9B TECHNOLOGIES: Incurs $5.09 Million Net Loss in Third Quarter
RURAL/METRO CORP: Ariz. Woman Seeks Court OK to Prosecute Claim
RYAN EXCAVATING: Dec. 20 Status Hearing on Plan, Disclosures
SAEXPLORATION HOLDINGS: To Present at Jefferies Global Conference
SEACREST EQUITIES: Disclosures Okayed; Plan Hearing on Jan. 11

SEARS HOLDINGS: EVP Jeffrey Balagna Quits
SECURED ASSETS: Wants to Continue Using Cash Through Jan. 31
SEOUL PRESBYTERIAN: Unsecureds To Be Fully Paid at 4.5% for 60 Mos
SEVENTY SEVEN: Reports $36.5M Net Loss in Sept. 30 Quarter
SIRGOLD INC: Seeks Cash Use Extension Until Dec. 31

SPECTRA ENERGY: Egan-Jones Hikes Sr. Unsecured Ratings to BB+
SPI ENERGY: Appoints Weibo's Liang as CFO
STEELCORE CAPITAL: Unsecureds To Recoup 100% Under Plan
STEVEN PHILLIPS: Disclosures Okayed; Plan Hearing on Dec. 20
SUNDEVIL POWER: To Wind Down Remaining Assets Under Plan

SUNVALLEY SOLAR: Incurs $38.6K Net Loss in Third Quarter
SYCAMORE INVESTMENT: Can Use Fannie Mae Cash Collateral
TERRILL MANUFACTURING: Cash Collateral Use Through Dec. 1 OK
THOMAS J. CIPRIANO: Hearing on Plan Disclosures Set For Jan. 5
THOMAS NELSON PAYNE: Hearing on Disclosures Set For Jan. 5

TOWERSTREAM CORP: To Effect a 1-for-5.5 Forward Stock Split
TRI-VALLEY LEARNING: Taps Procopio Cory as Special Counsel
ULTRA PETROLEUM: Seeks to Expand Scope of Farnsworth Services
ULTRA PETROLEUM: Seeks to Expand Scope of Watt Thompson Services
UNITECH SOLUTIONS: Plan Confirmation Hearing Set for Dec. 21

VALITAS HEALTH: Moody's Withdraws Caa3 CFR
VELOCITY MERGER: Moody's Assigns B3 CFR; Outlook Stable
VERITAS BERMUDA: Moody's Lowers CFR to B3; Outlook Stable
VERTICAL COMPUTER: Incurs $2.40 Million Net Loss in Third Quarter
VESTIS RETAIL: Unsecureds to Recoup 0.5%-0.7% Under Plan

VICTOR HUGO HERNANDEZ: Disclosures OK'd; Plan Hearing on Dec. 20
WALTER H. BOOTH: Has Until Dec. 31 to Use Ocwen Cash Collateral
WARNER MUSIC: Maturity of Credit Suisse Facility Exended to 2023
WESTERN DIGITAL: Egan-Jones Cuts Sr. Unsecured Ratings to BB+
WESTMORELAND COAL: CFO Refuses to Relocate, Resigns From Post

WESTMORELAND COAL: Mangrove, et al. Hold 10.2% Stake as of Nov. 17
WILLIAM ALEX MCCLAIN II: Jan. 4 Disclosure Statement Hearing
WILLIAM BARRY BLAND: Jan. 3 Disclosure Statement Hearing
WILSON'S OUTDOOR: Unsecureds To Recover 100% Over 5 Years
WS STORES CORP: Unsecureds To Recoup 100% in Monthly Installments

YAPPN CORP: Amends 14.8 Million Shares Resale Prospectus
YBRANT MEDIA: Daum Global Tries To Block Approval of Plan Outline
YRC WORLDWIDE: CFO James Pierson Quits
YU HUA LONG: Unsecured Creditors Seek Ch. 11 Trustee Appointment
ZEC INC: Limited Cash Raises Going Concern Doubt

ZODIAC POOL: S&P Assigns 'B' CCR on Highly Leveraged Structure

                            *********

624 STANYAN: Will Refinance San Francisco Property, Plan Says
-------------------------------------------------------------
624 Stanyan Street, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of California a combined disclosure statement
and plan of reorganization dated Nov. 16, 2016.

Class 1 San Francisco County Property Taxes is unimpaired under the
Plan.

As of the commencement of the Chapter 11 case, all property taxes
were current, and the Class 1 claimant held only a lien to secure
taxes not yet due.  An installment of property taxes will be due
and payable not later than Dec. 10, 2016.  If appears that Grand
Pacific may already have paid that installment from its tax and
insurance impound; if not, will be paid not later than the close of
the Refinance, from proceeds of the refinance.

The Plan provides that the Class 1 creditor will receive the
treatment contemplated by Section 1124(1), which provides that "the
Plan leaves unaltered the legal, equitable, and contractual rights
to which" the Class 1 claimant is otherwise entitled.  Except for a
potential brief delay in the payment of the installment last due by
Dec. 10, 2106, the Class 1 creditor will not be affected by the
Plan.

The Plan contemplates that the Debtor will refinance the property
located at 624 Stanyan Street in San Francisco, opposite Golden
Gate Park, half a block from the Panhandle, and a block and a half
from Haight Street and the new Whole Foods Market which is its
principal asset, producing at least $2.95 million of net cash
proceeds available for distribution under the Plan.

On and after the Confirmation Date, all cash on hand will vest in
the Debtor, free and clear of claims and liens, and may be used
freely, in the Debtor's unfettered discretion.  On the Effective
Date, or as soon thereafter as may be practicable, the Debtor will
fund the treatment of all unclassified claims, and every other
payment required to be made under the Plan.  On the Effective Date,
the Property will vest in the Reorganized Debtor, free and clear of
all liens and encumbrances and all creditor claims, rights and
entitlements whatsoever, excluding only (a) the liens held by the
holder of the Class 1 Claim, and (b) the rights of the refinancer.
For the avoidance of doubt, each and every other lien or deed of
trust will be canceled, deemed reconveyed, void and of no force or
effect.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/canb16-30965-37.pdf

The Plan was filed by the Debtor's counsel:

     Michael St. James, Esq.
     ST. JAMES LAW, P.C.
     22 Battery Street, Suite 888
     San Francisco, California 94111
     Tel: (415) 391-7566
     Fax: (415) 391-7568
     E-mail: michael@stjames-law.com

                  About 624 Stanyan Street LLC

624 Stanyan Street, LLC, based in San Francisco, Calif., filed a
Chapter 11 petition (Bankr. N.D. Calif. Case No. 16-30965) on Sept.
1, 2016.  The Hon. Dennis Montali presides over the case.  Michael
St. James, Esq. serves as bankruptcy counsel.

In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities.  The petition was signed by Larry
Nasey, manager.


A C MOBILE: Unsecureds To Recover 20% in Five Years
---------------------------------------------------
A C Mobile Inc. filed with the U.S. Bankruptcy Court for the
Southern District of Texas a disclosure statement referring to the
Debtor's plan of reorganization.

Allowed general unsecured claims will be paid 20% of their claims
in 60 monthly payments.  Their payments will be due and payable
starting on the 15th day of the first month following 60 days after
the effective date of the plan.  These claims are impaired.

Payments and distributions under the Plan will be funded by
ordinary business income.  As to a default under the Plan, any
creditor remedies allowed will be preserved to the extent otherwise
available at law.  In addition to any rights specifically provided
to a claimant treated pursuant to this Plan, a failure by the
Reorganized Debtor to make a payment to a creditor pursuant to the
terms of the Plan will be an event of default as to the payments if
the payment is not cured within 30 days after service of a written
notice of default from the creditor, then the creditor may exercise
any and all rights and remedies under applicable non-bankruptcy law
to collect the claims or seek relief as may be appropriate in the
Court.

The Disclosure Statement is available at:
     
           http://bankrupt.com/misc/txsb16-31629-64.pdf

                      About A C Mobile

A C Mobile, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Tex. Case No. 16-31629) on April 3, 2016.

The Debtor is represented by Margaret Maxwell McClure, Esq., at the
Law Office of Margaret M. McClure. The case is assigned to Judge
Karen K. Brown.

The Debtor disclosed total assets of $680,758 and total debts of
$2.27 million.


ADAMS TRACTOR: Hires Haeberle as Accountant
-------------------------------------------
Adams Tractor & Landscaping Services, Inc., seeks authority from
the U.S. Bankruptcy Court for the Middle District of Florida to
employ William G. Haeberle, CPA, PLLC as accountant to the Debtor.

Adams Tractor requires Haeberle to:

   a. prepare the Debtor's monthly operating reports required by
      the Office of the U.S. Trustee; and

   b. provide income tax preparation services.

Haeberle will be paid as follows:

   -- preparation of monthly
      operating report                     $300 per month

   -- income tax preparation services      $150 per hour

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

William G. Haeberle, member of William G. Haeberle, CPA, 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.

Haeberle can be reached at:

     William G. Haeberle
     WILLIAM G. HAEBERLE, CPA, PLLC
     4446-1A Hendricks Avenue, Suite 245
     Jacksonville, FL 32207

           About Adams Tractor & Landscaping Services

Adams Tractor & Landscaping Services, Inc., filed a Chapter 11
petition (Bankr. M.D. Fla. Case No. 16-03191) on August 22, 2016.
The Debtor is represented by Thomas C. Adam, Esq., at Adam Law
Group, P.A.

The Debtor is a Florida Corporation in St. Augustine, Florida. The
Debtor's primary business includes the design and installation of
commercial and residential landscapes, excavation, waste and debris
hauling, and related services.

No trustee, examiner, or statutory committee has been appointed in
the Chapter 11 case.



ADAMSVILLE PROPERTIES: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Adamsville Properties, LLC, as
of Nov. 22, according to a court docket.

                  About Adamsville Properties

Adamsville Properties, LLC, sought Chapter 11 protection (Bankr.
W.D. Pa. Case No. 16-10923) on Sept. 22, 2016, disclosing under $1
million in both assets and liabilities.  The Debtor is represented
by Michael P. Kruszewski, Esq., at The Quinn Law Firm.


ADVANCEPIERRE FOODS: S&P Affirms 'B+' CCR Following Refinancing
---------------------------------------------------------------
AdvancePierre Foods Holding Inc. issued $350 million in new senior
unsecured notes due in 2024.  The proceeds will be used to pay off
that amount of the first-lien term loan.

S&P Global Ratings said that it affirmed the 'B+' corporate credit
rating and assigned a 'B-' issue level rating on the new senior
unsecured notes with a '6' recovery rating, indicating S&P's
expectation for negligible recovery (0%-10%) in the event of a
payment default.  S&P also affirmed the 'B+' issue-level rating on
the first-lien term loan and revised the recovery rating to '3'
from '4', indicating S&P's expectations for 59% recovery (at the
low end of the 50%-70% range) in the event of a payment default.

The outlook remains stable, reflecting the expectation that
leverage will decline below 4.5x over the next year from improving
operating margins.

The rating reflects S&P's expectation that the company will
continue to deleverage post IPO and maintain debt to EBITDA well
below 5x.  In addition, S&P believes there will be continued EBITDA
margin improvement and fairly low capital expenditure (capex)
requirements of about $40 million annually, and S&P expects the
company will generate annual free cash flow of more than $100
million, which should allow the company to fund dividends of about
$45 million annually while reducing leverage to below 4.5x over the
next year.

AdvancePierre is narrowly concentrated in the value-added protein
segment of the highly competitive packaged food industry,
especially within the cyclical foodservice distributor channel,
which is subject to consumer discretionary spending.  Better ricing
discipline, improved operating efficiencies, and product mix have
helped the company improve its profitability and cash flows by
reducing its exposure to volatile commodity costs, primarily those
of beef.  The company's pricing is now done on a forward basis as
opposed to a lagging index and therefore should better protect
future gross margins and mitigate rapid input cost movements.
AdvancePierre also has limited international diversity; S&P
estimates more than 90% of its sales are in the U.S. and the
balance is primarily in Canada.

S&P's 2016 and 2017 forecast is for credit metrics to be below
4.5x, slowly deleveraging as a result of the company implementing
several price increases.  Also, ongoing cost savings programs are
resulting in expanding EBITDA margins and generating higher levels
of free cash flow.  S&P believes the company will use the cash to
pay dividend distributions of about $45 million annually now that
it is public.

Other base-case scenario assumptions include:

   -- About 4% of increased sales in 2016 and 2017, reflecting
      continued volume growth, including new products with
      existing customers;

   -- Adjusted EBITDA margin sustained near 16% in 2016 and 2017,
      reflecting increased realization of operating cost savings
      and pricing actions as commodity cost inflation remains
      moderate;

   -- Capex of about $45 million in 2016 and $40 million in 2017;
      and

   -- No major acquisitions.

S&P believes AdvancePierre will maintain adequate liquidity and
that sources of cash will likely exceed uses by 1.6x for the next
12 months.  S&P's view of the company's liquidity profile also
incorporates our expectation that liquidity sources would continue
to cover uses if EBITDA were to decline by 30%.  S&P believes the
company's covenant-lite terms on its bank facilities are favorable.
However, based on its speculative-grade pricing, S&P do not
believe the company has a high standing in the credit markets.  S&P
also believes the company would not be able to absorb high-impact,
low-probability events (such as sustained high commodity costs)
without refinancing.

Principal liquidity sources:

   -- Cash balance of about $115 million as of Oct. 1, 2016;

   -- Asset-backed lending (ABL) revolver of $175 million subject
      to a borrowing base availability of about $130 million; and

   -- 2016 funds from operations (FFO) of $166.7 million.

Principal liquidity uses:

   -- S&P estimates total capex to be near $45 million in 2016;

   -- Peak working capital borrowing in July and August, before
      the school year; and

   -- Dividends of about $45 million annually.

The outlook is stable, reflecting the expectation that leverage
will decline below 4.5x by fiscal year-end 2017 as a result of
improved operating margins from better pricing, cost cuts, and
muted meat commodity costs.  In addition, S&P believes cash flows
will be used primarily for dividend and possible future
investments, and to a lesser extent for debt repayment.

S&P could downgrade the company if operating performance
deteriorates, possibly because of the loss of a key customer, the
inability to pass along price increases, or commodity meat
inflation resulting in leverage well above 5x.  Debt to EBITDA
could also exceed 5x if the company adopts more aggressive
financial policies, possibly including large dividend payouts or
large debt-financed acquisitions.

S&P could upgrade AdvancePierre if the company reduces its
financial sponsor ownership to below 40% and commits to sustaining
debt to EBITDA below 4x.  S&P believes this is not likely without a
future secondary equity offering further reducing Oaktree's
ownership.  In addition, S&P believes the company would have to
sustain EBITDA margin near 15% and apply a portion of its
anticipated discretionary cash flow to debt repayment to sustain
debt to EBITDA below 4x.


AK STEEL: Egan-Jones Hikes Sr. Unsec. Ratings to B-
---------------------------------------------------
Egan-Jones Ratings Company, on Nov. 10, 2016, raised the senior
unsecured ratings on debt issued by AK Steel Holding Corp. to B-
from CCC+.

AK Steel Holding Corporation, through subsidiaries, produces
carbon, stainless and electrical flat-rolled steel for automotive,
infrastructure, manufacturing and other markets; as well as carbon
and stainless tubing for truck, automotive, and other markets.
Facilities include blast furnace, electric furnace and tubing
operations in Ohio, Kentucky, Pennsylvania and Indiana.




ALGODON WINES: Incurs $2.14 Million Net Loss in Third Quarter
-------------------------------------------------------------
Algodon Wines & Luxury Development Group, Inc., filed with the
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $2.14 million on $327,336 of sales
for the three months ended Sept. 30, 2016, compared to a net loss
of $1.65 million on $593,114 of sales for the three months ended
Sept. 30, 2015.

For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $7.43 million on $1.11 million of sales compared to a
net loss of $6.53 million on $1.43 million of sales for the same
period during the prior year.

As of Sept. 30, 2016, Algodon had $7.69 million in total assets,
$4.36 million in total liabilities and $3.33 million in total
stockholders' equity.

"As reflected in our condensed consolidated financial statements,
we have generated significant losses which have resulted in a total
accumulated deficit of approximately $65 million, raising
substantial doubt that we will be able to continue operations as a
going concern.  Our independent registered public accounting firm
included an explanatory paragraph in their report for the years
ended December 31, 2015 and 2014, stating that we have incurred
significant losses and need to raise additional funds to meet our
obligations and sustain our operations.  Our ability to execute our
business plan is dependent upon our generating cash flow and
obtaining additional debt or equity capital sufficient to fund
operations.  If we are able to obtain additional debt or equity
capital (of which there can be no assurance), we hope to acquire
additional management, as well as increase the marketing of our
products and continue the development of our real estate holdings.

"Our business strategy may not be successful in addressing these
issues, and there can be no assurance that we will be able to
obtain any additional capital.  If we cannot execute our business
plan on a timely basis (including acquiring additional capital),
our stockholders may lose their entire investment in us, because we
may have to delay vendor payments and/or initiate cost reductions,
which would have a material adverse effect on our business,
financial condition and results of operations, and ultimately we
could be forced to discontinue our operations, liquidate and/or
seek reorganization under the U.S. bankruptcy code," the Company
said in the report.

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

                    https://is.gd/6EcsQA

                     About Algodon Wines

New York-based Algodon Wines & Luxury Development Group, Inc.,
operates Algodon Mansion, a Buenos Aires-based luxury boutique
hotel property.  This lifestyle related real estate development
company has also redeveloped, expanded and repositioned a winery
and golf resort property called Algodon Wine Estates for
subdivision of a portion of this property for residential
development.

The Company reported a net loss of $8.27 million in 2015 following
a net loss of $9.06 million in 2014.

Marcum LLP, in New York, NY, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2015, citing that the Company has incurred significant losses
and needs to raise additional funds to meet its obligations and
sustain its operations.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.


ALLEN CONSTRUCTION: Hearing to Consider Disclosures on Dec. 15
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Wisconsin has
scheduled for Dec. 15, 2016, at 10:00 a.m. the hearing to consider
the adequacy of Allen Construction Services, Inc.'s disclosure
statement.

Headquartered in Deerfield, Wisconsin, Allen Construction Services,
Inc. dba Allen Kitchen and Bath filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Wis. Case No. 15-10033) on Jan. 6, 2015,
estimating its assets at between $100,00 and $500,000 and its
liabilities between $1 million and $10 million.  The petition was
signed by Gary E. Allen, president.

Judge Robert D. Martin presides over the case.

Eliza M. Reyes, Esq., at Krekeler Strother, S.C., serves as the
Debtor's bankruptcy counsel.


ALLIANCE PROCESSORS: Hires TruckCenter as Auctioneer
----------------------------------------------------
Alliance Processors, Inc., seeks authority from the U.S. Bankruptcy
Court for the Northern District of Texas to employ
TruckCenter.com-Auctioneers as auctioneer and liquidating agent to
the Debtor.

Alliance Processors requires TruckCenter to sell surplus vehicles
by auction or negotiated sale.

TruckCenter will be paid a commission of 9% on the gross sales
price of each vehicle sold.

Bill Snyder, member of TruckCenter.com-Auctioneers, 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.

TruckCenter can be reached at:

     Bill Snyder
     TRUCKCENTER.COM-AUCTIONEERS
     1121 Cantrell Sansom Road
     Forth Worth, TX 76131
     Tel: (888) 212-8721

                     About Alliance Processors

Alliance Processors, Inc. sought protection under Chapter 11 of the
Bankruptcy Code in the Northern District of Texas (Ft. Worth) (Case
No. 16-402611) on January 18, 2016.

The petition was signed by Harvey L. Earles, president. The case is
assigned to Judge Mark X. Mullin.

The Debtor estimated both assets and liabilities in the range of $1
million to $10 million.

No trustee, examiner, or committee has been appointed in this case.


ALLY FINANCIAL: Inks Settlement Agreement with DOJ
--------------------------------------------------
Ally Financial Inc. had previously disclosed ongoing investigations
by the U.S. Department of Justice relating to residential
mortgage-backed securities issued by the Company's former mortgage
subsidiary, Residential Capital, LLC and its subsidiaries (ResCap
RMBS).  The DOJ has been investigating potential fraud and other
potential legal claims related to ResCap RMBS, including potential
claims under the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989, as well as potential claims under the
False Claims Act related to representations made by the Company in
connection with investments in Ally Financial Inc. made by the U.S.
Department of the Treasury pursuant to the Troubled Asset Relief
Program in 2008 and 2009 regarding certain claims against
Residential Capital, LLC or its subsidiaries at that time.

On Nov. 21, 2016, the Company comprehensively resolved these
investigations and potential claims with the DOJ and entered into a
settlement agreement.  Under the agreement, (1) the Company will
pay $37.5 million to the DOJ, (2) Ally Securities LLC (formerly
known as Residential Funding Securities LLC) (Ally Securities), one
of its wholly owned subsidiaries, will withdraw its registration as
a broker-dealer and wind down its affairs, and (3) after this
withdrawal of registration but no later than Dec. 31, 2016, Ally
will pay an additional $14.5 million to the DOJ.  The Company fully
reserved for this settlement within discontinued operations during
the three months ended Sept. 30, 2016.

The settlement agreement with the DOJ is available for free at:

                      https://is.gd/TH6hUI

                      About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The Company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3 percent stake.  Private equity firm Cerberus
Capital Management LP keeps 14.9 percent, while General Motors Co.
owns 6.7 percent.

Ally reported net income of $1.28 billion on $4.86 billion of total
net revenue for the year ended Dec. 31, 2015, compared to net
income of $1.15 billion on $4.65 billion of total net revenue for
the year ended Dec. 31, 2014.

As of Sept. 30, 2016, Ally Financial had $157.4 billion in total
assets, $143.8 billion in total liabilities and $13.63 billion in
total equity.

                           *     *     *

As reported by the TCR on Oct. 14, 2016, S&P Global Ratings said it
revised its outlook on Ally Financial Inc. to stable from positive
and affirmed the 'BB+' long-term issuer credit rating.
"The revised outlook reflects weakening credit conditions in the
vehicle finance industry, in our view, which represents the
majority of Ally's business," said S&P Global Ratings credit
analyst Matthew Carroll.

In the April 3, 2014, edition of the TCR, Fitch Ratings has
upgraded Ally Financial Inc.'s long-term Issuer Default Rating
(IDR) and senior unsecured debt rating to 'BB+' from 'BB'.
The rating upgrade reflects increased clarity around Ally's
ownership structure given Ally's recent announcement that it has
launched an initial public offering those shares of its common
stock held by the U.S. Treasury (the Treasury).

As reported by the TCR on July 16, 2014, Moody's Investors Service
affirmed the 'Ba3' corporate family and 'B1' senior unsecured
ratings of Ally Financial, Inc. and revised the outlook for the
ratings to positive from stable.  Moody's affirmed Ally's ratings
and revised its rating outlook to positive based on the company's
progress toward sustained improvements in profitability and
repayment of government assistance received during the financial
crisis.


AMERICAN APPAREL: Seeks to Hire Houlihan as Investment Banker
-------------------------------------------------------------
American Apparel, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire an investment banker.

The company proposes to hire Houlihan Lokey Capital, Inc. to
provide these services in connection with the Chapter 11 cases of
the company and its affiliates:

     (a) assisting the Debtors in the development and distribution

         of selected information, documents and other materials,
         which include advising the Debtors on the preparation of
         an offering memorandum;

     (b) assisting the Debtors in evaluating indications of
         interest and proposals regarding any transaction from
         potential lenders, equity investors, acquirers and
         strategic partners;

     (c) assisting the Debtors in the development, solicitation,
         structuring, negotiation and implementation of any
         transaction;

     (d) providing expert advice and testimony regarding financial

         matters and process related to any transaction; and

     (e) attending meetings of the Debtors' Board of Directors,    
    
         creditor groups, official constituencies and other
         interested parties.

Houlihan will receive nonrefundable cash fee of $125,000 per month
for its services.  The firm will also receive these fees:

     (a) Sale Transaction Fee.  If only one sale transaction is
         consummated and it comprises a sale of all or
         substantially all of the assets of the business, the
         Debtors will pay Houlihan a cash fee equal to the greater

         of (i) 1.5% of the AGC or (ii) $3 million subject to the
         initial fee credit (comprised of the $250,000 initial fee

         paid to Houlihan Lokey) and any applicable monthly fee
         credits.

         If a sale transaction does not involve a sale of all or
         substantially all of the assets of the business, then,
         upon the closing of each sale transaction, the Debtors
         will pay Houlihan a cash fee equal to the greater of (a)
         1.5% of the AGC, subject to the initial fee credit or any

         applicable credit or monthly fee credits, or (b)
         $500,000.

     (b) Restructuring Transaction Fee.  Upon the closing of a
         restructuring transaction whether in-court or out-of-
         court, that constitutes a change of control (i.e., in
         which the current owners do not retain control of the
         Debtors), Houlihan will be entitled to payment of the
         sale transaction fee.

         Upon the closing of a restructuring transaction that does

         not constitute a change of control (i.e., in which the
         current owners retain control of the Debtors), Houlihan
         will be entitled to a cash fee of $1 million.

     (c) Financing Transaction Fee. Upon the closing of each
         financing transaction raised from sources other than the
         current owners, Houlihan will earn, and the Debtors, will

         pay directly from the gross proceeds of the transaction a

         cash fee equal to $500,000.  

     (d) Incentive Fee: In addition to the other fees provided for

         herein, the Debtors may pay to Houlihan a discretionary
         bonus of up to $1 million for exemplary work or results.

Saul Burian, managing director of Houlihan, disclosed in a court
filing that the firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Saul Burian
     Houlihan Lokey Capital, Inc.
     245 Park Avenue, 20th Floor
     New York, NY 10167
     Tel: 212-497-4245 / 212-497-4100
     Fax: 212-661-3070

                      About American Apparel

American Apparel Inc. is one of the largest apparel manufacturers
in North America, employing 4,700 employees across 3 active
manufacturing facilities, one distribution facility and
approximately 110 retail stores in the United States.  

American Apparel and its affiliates filed for chapter 11 protection
in October 2015, confirmed a fully consensual plan of
reorganization in January 2016, and substantially consummated that
plan on Feb. 5, 2016.  Unfortunately, the business turnaround plan
upon which the Debtors' plan of reorganization was premised
failed.

American Apparel LLC, along with five of its affiliates, again
sought bankruptcy protection (Bankr. D. Del. Lead Case No.
16-12551) on Nov. 14, 2016, with a deal to sell the assets.  The
petitions were signed by Bennett L. Nussbaum, chief financial
officer.

As of the bankruptcy filing, the Debtors estimated assets and
liabilities in the range of $100 million to $500 million each.  As
of the Petition Date, the Debtors had outstanding debt in the
aggregate principal amount of approximately $215 million under
their prepetition credit facility.  Additionally, the Debtors have
guaranteed one of its United Kingdom subsidiaries' obligations
under a $15 million unsecured note due Oct. 15, 2020, court
document shows.

The Debtors have hired Laura Davis Jones, Esq. and James E.
O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel;
Erin N. Brady, Esq., Scott J. Greenberg, Esq., and Michael J.
Cohen, Esq., at Jones Day as co-counsel; Berkeley Research Group,
LLC, as financial advisors; Houlihan Lokey as investment banker;
and Prime Clerk LLC, as claims and noticing agent.


AMERICAN GILSONITE: Get Final Court OK on $30M DIP Financing
------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court
approved, on a final basis, American Gilsonite Company's motion to
obtain post-petition financing, use cash collateral, grant certain
protections to pre-petition secured parties and schedule a final
hearing.  As previously reported, "Upon their exit from chapter 11,
the Debtors estimate that the Company will have approximately $9.83
million (assuming a December 31, 2016 emergence date) of cash on
their balance sheet to operate their reorganized business.  The DIP
Financing is initially being provided by the Consenting Second Lien
Noteholders ... that are members of an Ad Hoc Group and are
signatories to the Restructuring Support Agreement with the Debtors
(the 'RSA').  Following entry of the Interim Order... eligible
Second Lien Noteholders will be offered the opportunity to become
lenders under the DIP Financing, pursuant to a syndication process.
To obtain the liquidity necessary to administer these chapter 11
cases and continue their mining operations in the ordinary course
of business, the Debtors have procured and seek approval of a $30
million senior secured postpetition term loan facility... by and
among AGC, as borrower, each of the other Debtors as guarantors,
and the DIP Lenders.  The DIP Credit Agreement provides the Debtors
with interim funding of $22.5 million, net of original issue
discount and backstop payments payable to the Initial DIP Lenders,
upon entry of the Interim Order and, upon entry of the Final Order,
allows the Debtors to make an additional draw of $7.5 million.  The
initial draw will be used to repay the amounts owed under the First
Lien Credit Agreement plus accrued interest and fees. The remaining
$7.5 million drawn will be used for general corporate and
administration purposes, subject to an agreed upon budget."

                     About American Gilsonite

American Gilsonite Company -- http://www.americangilsonite.com/
-- operates as an industrial minerals company and is the world's
primary miner and processor of uintaite, a variety of asphaltite, a
specialty hydrocarbon which AGC markets to industrial customers
under its registered trademark name "Gilsonite."  AGC is a
privately held, portfolio company of Palladium Equity Partners III,
L.P.

American Gilsonite Holding Company aka American Gilsonite, American
Gilsonite Company, Lexco Acquisition Corp., Lexco Holding, LLC, and
DPC Products, Inc., filed Chapter 11 petitions (Bankr. D. Del. Case
Nos 16-12315 to 16-12319) on Oct. 24, 2016.  The petitions were
signed by Steven A. Granda, vice president, chief financial
officer.  

American Gilsonite estimated assets and debt at $100 million to
$500 million at the time of the filing.

The Debtors are represented by their local counsel Mark D. Collins,
Esq., John H. Knight, Esq., Amanda R. Steele, Esq., and Andrew M.
Dean, Esq., at Richards, Layton & Finger, P.A., and their general
counsel Matthew S. Barr, Esq. and Sunny Singh, Esq., at Weil,
Gotshal & Manges LLP.  The Debtors retained Evercore Group L.L.C.
as their financing advisor, and FTI Consulting, Inc. as their
restructuring advisor.  Epiq Bankruptcy
Solutions, LLC has been tapped as administrative advisor.

The U.S. Trustee has been unable to appoint an official committee
of unsecured creditors in the case.


ARUBA PETROLEUM: Seeks to Hire Eric A. Liepins as Legal Counsel
---------------------------------------------------------------
Aruba Petroleum, Inc. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Texas to hire Eric A. Liepins, P.C.

The firm will serve as the Debtor's legal counsel in connection
with its Chapter 11 case.  Eric Liepins, Esq., sole shareholder of
the firm, will be paid an hourly rate of $275 while paralegals and
legal assistants will be paid between $30 and 50 per hour.

Mr. Liepins disclosed in a court filing that his firm does not
represent any interest adverse to the Debtor's bankruptcy estate.

The firm can be reached through:

     Eric Liepins, Esq.
     Eric A. Liepins, P.C.
     12770 Coit Road, Suite 1100
     Dallas, TX 75251
     Telephone: (972) 991-5591
     Telecopier (972) 991-5788
     Email: eric@ealpc.com

                      About Aruba Petroleum

Aruba Petroleum, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E. D. Texas Case No. 16-42121) on November
22, 2016.  The petition was signed by James Poston, president.  

At the time of the filing, the Debtor disclosed no assets and
liabilities totaling $4.67 million.


AUTONATION INC: Egan-Jones Hikes Sr. Unsec. Ratings to BB+
----------------------------------------------------------
Egan-Jones Ratings Company, on Nov. 3, 2016, downgraded the senior
unsecured ratings on debt issued by AutoNation Inc to BB+ from
BBB-.

AutoNation, Inc. is an automotive retailer in the United States.




AVAYA INC: Weighing Ch.11 Filing, Sale of Call-Center Software Unit
-------------------------------------------------------------------
Matt Jarzemsky, writing for The Wall Street Journal, reported that
Avaya Inc. is weighing a chapter 11 bankruptcy filing and nearing a
deal to sell its call-center software unit in an effort to pare its
heavy debt load after years of losses.

According to the report, citing people familiar with the matter,
the telecommunications company could file for chapter 11 protection
as soon as next month.  The filing, according to the people, would
likely come after it reaches a deal to sell the call-center
software business.

The WSJ, citing the people, said Clayton Dubilier & Rice LLC is
among the potential buyers that participated in the most-recent
round of bidding for the unit, which could fetch around $4
billion.

Avaya could use the proceeds of the sale to repay some of its
senior debt, while other creditors could swap debt for ownership in
a reorganized company upon its emergence from bankruptcy, the WSJ
related, citing the people.

As of June 30, 2016, Avaya had $6.46 billion in total assets,
$10.1
billion in total liabilities and a total stockholders' deficiency
of $3.68 billion.

The WSJ further related that much of the restructuring plan remains
unclear and could take shape in negotiations with creditors
including Blackstone Group LP's credit arm and Franklin Resources
Inc. in the coming weeks, the people said.

                         About Avaya

Santa Clara, California-based Avaya Inc. -- http://www.avaya.com/
-- helps to tie the corporate world together.  The company's
communication equipment and software integrate voice and data
services for customers including large corporations, government
agencies, and small businesses.  Its office phone systems
incorporate Internet protocol (IP) and Session Initiation protocol
(SIP) telephony, messaging, Web access, and interactive voice
response.  Avaya also offers consulting, integration, and other
managed IT services.  The company sells directly and through
distributors, resellers, systems integrators, and
telecommunications service providers; more than three-quarters of
its sales are made indirectly.  Its parent company is Avaya
Holdings.

                         *    *     *

The Troubled Company Reporter, on Aug. 29, 2016, reported that
Moody's Investors Service downgraded Avaya, Inc.'s Corporate Family
Rating to 'Caa2' from 'Caa1'.  Moody's also downgraded the
company's Probability of Default Rating to 'Caa3-PD' from
'Caa1-PD', and its second lien notes to 'Caa3' from 'Caa2'.  Its
first lien debt facilities were affirmed at 'B2'.


AXIALL CORP: Egan-Jones Withdraws BB+ Sr. Unsecured Ratings
-----------------------------------------------------------
Egan-Jones Ratings Company, on Nov. 9, 2016, withdrew the BB+
senior unsecured ratings on debt issued by Axial Corp.

Axiall Corporation is a manufacturer and international marketer of
chemicals and building products.



BANKUNITED INC: Moody's Affirms Ba1 Local Currency Issuer Rating
----------------------------------------------------------------
Moody's Investor Service affirmed that rating of BankUnited, Inc
and its bank subsidiary BankUnited, National Association with a
stable outlook.  BankUnited, Inc is rated Ba1 for senior unsecured
debt.  BankUnited, NA has bank deposit ratings of Baa1/Prime-2 and
a standalone baseline credit assessment (BCA) of baa3.  Its issuer
rating is Ba1 and its counterparty risk assessments are
Baa2(cr)/Prime-2(cr).

These ratings and assessments have been affirmed:

Issuer: BankUnited, National Association
  Baseline Credit Assessment, baa3
  Adjusted Baseline Credit Assessment, baa3
  Long-term Counterparty Risk Assessment, Baa2(cr)
  Short-term Counterparty Risk Assessment, P-2(cr)
  Long-term local currency issuer rating, Ba1, Stable
  Long-term local currency deposit rating, Baa1, Stable
  Short-term local currency deposit rating, P-2

Issuer: BankUnited, Inc
  Long-term local currency senior unsecured debt rating, Ba1,
   Stable
  Pref. Shelf, (P)Ba2
  Pref. shelf Non-cumulative Shelf, (P)Ba3
  Subordinate Shelf, (P)Ba1
  Senior Unsecured Shelf, (P)Ba1

Outlook Actions:

Issuer: BankUnited, NA
  Outlook, Stable

Issuer: BankUnited, Inc
  Outlook, Stable

                         RATINGS RATIONALE

The affirmation balances BankUnited's significant progress in
transforming its business model into a commercial bank with strong
financial metrics with the risk to creditors stemming from its
rapid loan growth.

Over several years, BankUnited has transformed itself from a thrift
that gathered high-cost deposits to fund residential mortgages into
a commercial bank that generates low-cost transaction deposits for
more of its funding.  Its loan portfolio is now more diversified
and includes Commercial and Industrial loans, Commercial Real
Estate (CRE) loans, and loans generated by its national lending
platforms, and is more geographically dispersed.

For creditors, tempering this achievement is the high growth
strategy that BankUnited has pursued to accomplish its
transformation.  While loan growth has slowed in 2016, it remains
quite significant with total loans growing 19% through 30 September
2016, annualized.  Although BankUnited has signaled plans to
moderate loan growth and improve its funding profile, this follows
several consecutive years of loan growth in excess of 30%.  As
such, further evidence of firm asset quality performance as
BankUnited's portfolio matures is needed for positive rating
pressure to emerge.

Furthermore, loan growth has outpaced BankUnited's core deposit
growth in recent years, weakening its funding profile.  Only 80% of
its loan portfolio is funded by core deposits compared to 100% at
year-end 2014.  Management's plan to focus on core deposit
gathering will improve its funding and liquidity profile.

Moody's noted that years of rapid CRE loan growth has resulted in a
significant CRE concentration at 3.3 times BankUnited's tangible
common equity (TCE) base, among the highest of rated US banks.
However, BankUnited's CRE concentration risk is somewhat mitigated
by its composition.  Much of the growth has been in New York City
multifamily loans, where asset quality performance benefits from
low vacancy rates and rent stabilization.  Indeed, half of
BankUnited's CRE portfolio is multifamily with the remainder being
other income-producing CRE and very little construction, which can
be problematic in a downturn.  However, the growth came at a time
of heightened lending competition, which can test underwriting
standards and weaken pricing.  BankUnited's intended slowdown in
CRE lending will help keep this concentration in check, but
nevertheless, it is a challenge for the firm's credit profile.

What Could Change the Rating Up

Upward rating movement in the standalone BCA could emerge as its
loan portfolio matures and asset quality performance becomes more
evident.  A moderate pace of loan growth and an improved core
funding profile would also be positive.

What Could Change the Rating Down

A significant weakening of BankUnited's asset quality profile would
result in negative rating pressure.

The principal methodology used in these ratings was "Banks"
published in January 2016.



BHUP N. YADAV: Disclosures Has Prelim OK; Plan Hearing on Dec. 28
-----------------------------------------------------------------
The Hon. Laura K. Grandy of the U.S. Bankruptcy Court for the
Southern District of Illinois has conditionally approved Bhup N.
Yadav and Rita D. Yadav's amended disclosure statement referring to
the Debtors' amended plan of reorganization dated Nov. 18, 2016.

A hearing on the Amended Disclosure Statement and the confirmation
of the Amended Plan will be held on Dec. 28, 2016, at 9:00 a.m.

Any objection to the Disclosure Statement or to theconfirmation of
the Plan must be filed by Dec. 27, 2016.

Acceptances or rejections of the Plan will be submitted to the
attorney for the Debtors on or before seven days prior to the
hearing.

Any complaints objecting to discharge under 11 U.S.C. Section 1141
must be filed no later than the first date set for hearing on
confirmation of the Plan.

Under the Debtors' Amended Disclosure Statement dated November 18,
2016, a full-text copy of which is available at:

       http://bankrupt.com/misc/ilsb16-60312-65.pdf

Class 6 - All non-priority, non-contingent, undisputed, liquidated,
unsecured debts will receive approximately 40% of their allowed
claims with 0% interest by means of 60 monthly payments of $483.62
for a total to the Class of $29,017.20 to be paid on a pro rata
basis.  Dwayne Quast Electric, which holds a completely, unsecured
judicial lien encumbering real estate in Coles County, Illinois,
will be treated as a Class 6 claim. The first payment will be no
later than 120 days after the effective date of the Plan.

Class 7 – All non-priority, disputed, unsecured, unliquidated
claims will receive nothing.

The Debtor's original Disclosure Statement filed in August provides
that non-priority, non-contingent, undisputed, liquidated,
unsecured debts will receive as much as 70% of their Class 7 claims
with 0% interest.  The Debtors will pay the creditors $642 per
month for 60 months on a pro rata basis.  The first payment will be
made no later than 120 days after the effective date of the plan.

Bhup N. Yadav and Rita D. Yadav filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Ill. Case No. 16-60312) on Aug. 11, 2016.
Roy J Dent, Esq., at Orr Law Inc serves as the Debtors' bankruptcy
counsel.


BIOSTAR PHARMACEUTICALS: Incurs $1.56 Million Net Loss in Q3
------------------------------------------------------------
Biostar Pharmaceuticals, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.56 million on $644,933 of net sales for the three
months ended Sept. 30, 2016, compared to a net loss of $1.25
million on $4.20 million of net sales for the three months ended
Sept. 30, 2015.

For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $9.08 million on $2.06 million of net sales compared to
a net loss of $1.90 million on $25.29 million of net sales for the
nine months ended Sept. 30, 2015.

As of Sept. 30, 2016, Biostar had $40.55 million in total assets,
$6.53 million in total liabilities, all current and $34.02 million
in total stockholders' equity.

As of Sept. 30, 2016, the Company had cash of $659,359 and net
working capital of $759,717.  For the period ended Sept. 30, 2016,
the Company reported a net loss of $9,086,460 and net cash provided
by operating activities of $911,057.  

"We generated cash flow from operations even though we incurred a
net loss as (1) we collected outstanding receivables from our trade
debtors; and (2) our net loss includes certain non-cash expenses
that are added back to our cash flow from operations as shown on
our condensed consolidated statements of cash flows.

"We had experienced a substantial decrease in sales volume of all
Aoxing Pharmaceutical Products due to the temporarily suspension of
production to conduct maintenance of its production lines to renew
its GMP certificates from 2015.  While our production levels of
Shaanxi Weinan products, being sold to a single customer as
detailed in Note 13, helped to offset the substantial decrease in
our sales volume in the most recent fiscal quarter, our sales
volume continued to remain at the present decreased levels.  There
is no assurance that the production lines at Aoxing will resume and
the renewal of GMP certificates will occur when anticipated, or
even if they are renewed, we will be able to return to the
production levels as anticipated.  Our inability to regain our
production levels as anticipated may have material adverse effects
on our business, operations and financial performance, and the
Company may become insolvent.  In addition, the Company already
violated its financial covenants included in its short-term bank
loans..." the Company said in the report.

During 2015, as a result of outstanding personal debts of the Chief
Executive Officer, Mr. Ronghua Wang, one of the Company's bank
accounts was frozen, title of three residential properties of the
Company had been transferred and resulted in a loss of
approximately $0.5 million (RMB 3.3 million), and certain buildings
and land use rights are currently seized by the court but have not
been transferred to the lender.  In February 2016, the count
attempted to force a sale of the Company's land use rights and
buildings.  As of Sept. 30, 2016, Mr. Ronghua Wang had partially
repaid the outstanding balance of the loan, thus the creditor
petitioned the court to terminate the auction sale.  Mr. Ronghua
Wang has repaid approximately $0.5 million (RMB 3.3 million) to the
company to make good the loss recognized in 2015.  The Company has
disclosed the above legal proceedings related to the Company to the
best of its knowledge.  The Company gives no assurance that Mr.
Ronghua Wang will be able to repay his personal debts in full
before his creditors take any other further legal action.  There is
also no assurance that there will be no other cases that would put
the Company's properties at risk.

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

                       https://is.gd/3Auqcx

                  About Biostar Pharmaceuticals

Biostar Pharmaceuticals, Inc., develops, manufactures and markets
pharmaceutical and health supplement products for a variety of
diseases and conditions.

Biostar reported a net loss of $25.1 million in 2015 following net
income of $4.84 million in 2014.

Mazars CPA Limited, Certified Public Accountants, in Hong Kong,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2015, citing that
the Company had net decrease in cash and cash equivalents during
the year and had a low cash position at Dec. 31, 2015, and had
experienced a substantial decrease in sales volume which resulting
a net loss for the year.  Also, part of the Company's buildings and
land use rights are subject to litigation between two independent
third parties and the Company's Chief Executive Officer, and the
title of these buildings and land use rights has been seized by the
PRC Courts so that the Company cannot be sold without the Court's
permission.  In addition, the Company already violated its
financial covenants included in its short-term bank loans.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


BLACK ELK ENERGY: Ex-Officials Face DOJ, SEC Probes
---------------------------------------------------
Keith Goldberg, writing for Bankruptcy Law360, reported that
federal agencies including the U.S. Department of Justice and the
Securities and Exchange Commission are investigating former
officials of Black Elk Energy Offshore Operations LLC.  The DOJ,
SEC, Internal Revenue Service and U.S. Postal Service have launched
probes into an undisclosed number of former Black Elk directors,
officials and employees, a group of 10 former Black Elk officials
said in a Nov. 23, 2016, motion filed in Texas bankruptcy court.
Black Elk was once controlled by beleaguered hedge fund manager
Platinum Partners LP.

                        About Black Elk

Black Elk Energy Offshore Operations, LLC, is a Houston, Texas
based privately held limited liability company engaged in the
acquisition, exploitation, development and production of oil and
natural gas properties primarily in the shallow waters of the Gulf
of Mexico near the coast of Louisiana and Texas.

Black Elk had total assets of $339.7 million and total debt of
$432.3 million as of Sept. 30, 2014.

Judge Letitia Z. Paul of the U.S. Bankruptcy Court in the Southern
District of Texas placed Black Elk under Chapter 11 bankruptcy
protection on Sept. 1, 2015, converting an involuntary Chapter 7
bankruptcy petition by its creditors.  Thereafter, the Company
filed with the Court a voluntary Chapter 11 petition (Bankr. S.D.
Tex. Case No. 15-34287) on Sept. 10, 2015.  

Judge Paul later recused herself from the case and the matter was
given to Judge Marvin Isgur, according to information posted on
the
case docket on Sept. 14.

The Debtor was represented by Elizabeth E. Green, Esq., of Baker &
Hostetler.  Blackhill Partners' Jeff Jones served as the Debtor's
Chief Restructuring Officer.  The Debtors hired Ryan LLC as tax
research consultant and Williamson, Sears & Rusnak, LLP as special
counsel.

Judy A. Robbins, U.S. Trustee for Region 7, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors
in the Chapter 11 case of Black Elk Energy Offshore Operations,
LLC.  Okin & Adams LLP is counsel to the Committee.

                         *     *     *

Black Elk Energy Offshore Operations' Third Amended Plan of
Liquidation became effective, and the Company emerged from Chapter
11 protection, according to a report by The Troubled Company
Reporter on July 28, 2016.  The Court confirmed the Plan on July
13, 2016.


BRAZIL MINERALS: Incurs $483K Net Loss in Third Quarter
-------------------------------------------------------
Brazil Minerals, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $483,489 on $7,752 of revenue for the three months ended
Sept. 30, 2016, compared to a net loss of $50,705 on $18,326 of
revenue for the three months ended Sept. 30, 2015.

For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $1.06 million on $11,821 of revenue compared to a net
loss of $606,183 on $58,512 of revenue for the nine months ended
Sept. 30, 2015.

As of Sept. 30, 2016, Brazil Minerals had $1.27 million in total
assets, $1.31 million in total liabilities and a total
stockholders' deficit of $38,307.

As of Sept. 30, 2016, the Company had total current assets of
$205,209 compared to total current liabilities of $1,117,510 for a
current ratio of 0.18 to 1 and a working capital deficit of
$912,301.  By comparison, on Sept. 30, 2015, the Company had total
current assets of $262,429 compared to current liabilities of
$1,404,594 for a current ratio of 0.19 to 1 and a working capital
deficit of $1,142,165.  According to the Company, this difference
is explainable primarily by both a decrease in convertible debt and
preferred stock outstanding.

In 2016 the Company's principal sources of liquidity were the
issuance of equity and debt securities.  In 2015, the Company's
principal source of liquidity had been issuances of debt
securities.

During the first quarter of 2016, the Company received an aggregate
of $118,000 in gross proceeds from the sale of common stock in
various transactions, none greater than $30,000 in size.

During the second quarter of 2016, the Company received $41,200 and
$29,500 from sales of common stock in separate transactions or
groups of transactions and $30,000 from the sale of a convertible
note with a fixed-floor.

During the third quarter of 2016, the Company received a total of
$25,000 from sales of Brazil Minerals' common stock, $20,000 from
sales of Brazil Minerals' preferred stock, $31,000 from sales of
common stock of a subsidiary of Brazil Minerals in separate
transactions and a total of $110,000 from sales of convertible
notes with a fixed-floor.  All of these notes and all of Brazil
Minerals' short-term oriented convertible debt are owned by only
one relatively small entity.  The Company does not expect this
level of intake of debt to be the norm going forward.

"We believe that, as the small portable plant for gold and diamond
processing is finalized with the addition of the structure enabling
it to process thicker material, funds generated from sales of gold,
primarily, and diamonds, over time, recovered from such initial
unit, plus sales of our mortar and sand, will generate enough
revenues to make us cash flow positive, although no assurance of
this can be given.  In the meantime, we will rely on financing from
the issuance of equity and/or debt, and/or sales of shares in
mineral-specific subsidiaries, the availability of which on terms
satisfactory to us is not assured.

"The Company has no plans for any significant acquisitions in 2016
or in the foreseeable future that would require cash payments to be
made by the Company while it is not cash flow positive," as
disclosed in the SEC filing.

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

                    https://is.gd/FNA2T1

                About Brazil Minerals, Inc.

Brazil Minerals, Inc., through subsidiaries, mines and sells
diamonds, gold, sand and mortar.  The Company, through
subsidiaries, outright or jointly owns 11 mining concessions and 20
other mineral rights in Brazil, almost all for diamonds and gold.
The Company, through subsidiaries, owns a large alluvial diamond
and gold processing and recovery plant, a sand processing and
mortar plant, and several pieces of earth-moving capital equipment
used for mining as well as machines for sand processing and
preparation of mortar.

Brazil Minerals reported a net loss of $1.87 million for the year
ended Dec. 31, 2015, following a net loss of $3.42 million for the
year ended Dec. 31, 2014.

B F Borgers CPA PC, in Lakewood, CO, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has suffered recurring
losses from operations and has a significant accumulated deficit.
In addition, the Company continues to experience negative cash
flows from operations.  These factors raise substantial doubt about
the Company's ability to continue as a going concern.


BUCKTAIL MEDICAL: Seeks to Hire O'Brien & Ryan as Special Counsel
-----------------------------------------------------------------
Bucktail Medical Center seeks approval from the U.S. Bankruptcy
Court for the Middle District of Pennsylvania to hire O'Brien &
Ryan, LLP as special counsel.

The firm will represent the Debtor in a civil case filed by a
certain Carl Smith, alleging medical malpractice on the part of the
Debtor. The hourly rates charged by the firm are:

     Partner       $225
     Associate     $175  
     Paralegal      $95

Anthony DeMichele, Esq., at O'Brien & Ryan, disclosed in a court
filing that he has no connections with the Debtor or any of its
creditors.

The firm can be reached through:

     Anthony P. DeMichele, Esq.
     O'Brien & Ryan, LLP
     2250 Hickory Road
     Plymouth Meeting, PA 19462
     Direct: (610) 834-6235
     Main: (610) 834-8800
     Fax: (610) 834-1749
     Email: ademichele@obrlaw.com

                  About Bucktail Medical Center

The Bucktail Medical Center owns and operates a 21-bed Critical
Access Hospital, a 43 bed skilled nursing care facility, a basic
life-support ambulance, and a community health clinic.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D.
Pa. Case No. 15-04297) on Oct. 2, 2015.  The Debtor's petition was
signed by Timothy Reeves, CEO.

Hon. John J. Thomas presides over the case.  Kevin Joseph Petak,
Esq., and James R. Walsh, Esq., at Spence, Custer, Saylor, Wolfe &
Rose, LLC, serves as counsel to the Debtors.

In its petition, Bucktail Medical Center estimated $0 to 50,000 in
assets and $1 million to $10 million in liabilities.


CALMARE THERAPEUTICS: Stockholders Elect Seven Directors
--------------------------------------------------------
Calmare Therapeutics Incorporated held an annual meeting of
stockholders on Nov. 9, 2016, at which the stockholders:

  (a) elected Peter Brennan, VADM Robert T. Conway, Rustin R.
      Howard, Conrad Mir, Carl D. O'Connell, LCDR Steven Roehrich,
      and Stanley K. Yarbro, Ph. D. as directors to hold office
      until the Company's 2017 annual meeting of stockholders or
      until their respective successors have been duly elected and
      qualified;

  (b) ratified the appointment of Mayer Hoffman McCann CPAs, the
      New York Practice of Mayer Hoffman McCann P.C., as the
      Company's independent registered public accounting firm for
      the fiscal year ending Dec. 31, 2016;

  (c) did not approve an amendment to the Company's Certificate of

      Incorporation to authorize a new series of preferred stock,
      designated as Series D Convertible Preferred Stock; and

  (d) did not approve the adoption of the 2016 Stock Option Plan.

                       Other Events

In the Schedule 14A filed with the Securities and Exchange
Commission on Oct. 25, 2016, the number of common shares shown as
beneficially owned by Joseph M. Finley was incorrect.  The Schedule
A showed Mr. Finley beneficially owned 3,408,700 shares of common
stock, which represented a percentage ownership of 11.6%.  Mr.
Finley beneficially owns 1,087,613 common shares and has the right
to acquire an additional 185,714 common shares upon the exercise of
stock warrants and 347,826 common shares upon conversion of $80,000
of convertible debt.  Mr. Finley's total amount beneficially owned
is 1,621,153 common shares which represents a percent ownership of
5.5%.

There has been no change in Mr. Finley's ownership position since
February of 2015.

                   About Calmare Therapeutics

Calmare Therapeutics Incorporated, formerly known as Competitive
Technologies, Inc., provides distribution, patent and technology
transfer, sales and licensing services focused on the needs of its
customers and matching those requirements with commercially viable
product or technology solutions.  Sales of the Company's Calmare(R)
pain therapy medical device continue to be the major source of
revenue for the Company.

Calmare reported a net loss of $3.67 million on $891,000 of product
sales for the year ended Dec. 31, 2015, compared to a net loss of
$3.41 million on $1.04 million of product sales for the year ended
Dec. 31, 2014.

Mayer Hoffman McCann CPAs, in New York, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has incurred operating
losses since fiscal year 2006 and has a working capital and
shareholders' deficiency at Dec. 31, 2015.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


CANNASYS INC: Files Form 10-Q; Incurs $1.66M Net Loss in Third Qtr.
-------------------------------------------------------------------
Cannasys, Inc., filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of $1.66
million on $499 of sales revenue for the three months ended
Sept. 30, 2016, compared to a net loss of $450,592 on $48,156 of
sales revenue for the three months ended Sept. 30, 2015.

For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $3.51 million on $59,150 of sales revenue compared to a
net loss of $864,265 on $76,404 of sales revenue for the same
period during the prior year.

As of Sept. 30, 2016, Cannasys had $694,448 in total assets, $1.11
million in total liabilities and a total stockholders' deficit of
$417,798.

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

                     https://is.gd/clMjY2

                     About Catasys Inc.

Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys,
Inc., is a healthcare services management company, providing
through its Catasys(R) subsidiary specialized behavioral health
management services for substance abuse to health plans.

Catasys reported a net loss of $7.22 million on $2.70 million of
revenues for the year ended Dec. 31, 2015, compared to a net loss
of $27.3 million on $2.03 million of revenues for the year ended
Dec. 31, 2014.

Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has continued
to incur significant operating losses and negative cash flows from
operations during the year ended Dec. 31, 2015, and continues to
have negative working capital at Dec. 31, 2015.  These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.


CAR CHARGING: Incurs $2.79 million Net Loss in Third Quarter
------------------------------------------------------------
Car Charging Group, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to common stockholders of $2.79 million on $755,159 of
total revenues for the three months ended Sept. 30, 2016, compared
to a net loss attributable to common stockholders of $2.42 million
on $1 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 attributable to common stockholders of $10.22 million on
$2.51 million of total revenues compared to a net loss attributable
to common stockholders of $7.82 million on $3.24 million of total
revenues for the nine months ended Sept. 30, 2015.

As of Sept. 30, 2016, Car Charging had $1.97 million in total
assets, $23.04 million in total liabilities, $825,000 in series B
convertible preferred stock and a total stockholders' deficiency of
$21.89 million.

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

                       https://is.gd/qVbB6l

                        About Car Charging

Miami Beach, Florida-based Car Charging Group, Inc., is a leading
owner, operator, and provider of electric vehicle charging
equipment and networked EV charging services.  The Company offers
both residential and commercial EV charging equipment, enabling EV
drivers to easily recharge at various location types.

Car Charging reported a net loss attributable to common
shareholders of $9.58 million in 2015 compared to a net loss
attributable to common shareholders of $22.71 million in 2014.

Marcum LLP, in New York, NY, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2015, noting that the Company has incurred net losses since
inception and needs to raise additional funds to meet its
obligations and sustain its operations.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


CATALENT PHARMA: Moody's Assigns B3 Rating on New Sr. Unsec. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B3 (LGD 6) rating to Catalent
Pharma Solutions, Inc.'s new senior unsecured notes and upgraded
the company's senior secured first lien credit facilities to Ba3
(LGD 3) from B1 (LGD 3).  Moody's also affirmed Catalent's B1
Corporate Family Rating (CFR), B1-PD Probability of Default Rating
(PDR), and SGL-1 Speculative Grade Liquidity Rating.  The outlook
is stable.

"The $400 million of new senior unsecured notes introduces a new
class of debt to Catalent's capital structure that will provide
protective first loss absorption to senior secured creditors,"
stated Jonathan Kanarek, Moody's Vice President/Senior Analyst.
Proceeds from the new senior unsecured notes will be used primarily
to repay $275 million of senior secured borrowings and fund the
acquisition of Accucaps Industries Limited ("Accucaps"). Moody's
anticipates that adjusted debt to EBITDA, currently at 5.4 times on
a pro forma basis, will moderate to approximately 4.9 times over
the next 12 to 18 months.

These are the rating actions for Catalent Pharma Solutions, Inc.

Ratings assigned:
  Senior unsecured notes due 2024 at B3 (LGD 6)

Ratings upgraded:
  Senior secured first lien revolver expiring 2019 to Ba3 (LGD 3)
   from B1 (LGD 3)
  Senior secured first lien term loans due 2021 to Ba3 (LGD 3)
   from B1 (LGD 3)

Ratings affirmed:
  Corporate Family Rating at B1
  Probability of Default Rating at B1-PD
  Speculative Grade Liquidity Rating at SGL-1

The outlook on all ratings is stable.

                          RATING RATIONALE

Catalent's B1 rating is constrained by its relatively high
financial leverage and modest free cash flow.  The rating is also
constrained by volatility inherent in the pharmaceutical contract
manufacturing industry.  Lost revenue when customers' drugs become
generic, pricing pressure exerted by large clients, and high fixed
costs can create volatility in net profit and cash flows.  The
rating is supported by Moody's expectation that Catalent will
benefit over the next 2-3 years as more drugs coming to market
require more complex dosage solutions.  In addition, Moody's
acknowledges Catalent's push into more stable, albeit lower margin,
businesses such as consumer and animal health.  The rating is also
supported by Catalent's good scale and leading market position in
the development and manufacturing of softgels and other oral drug
delivery technologies.  The company also maintains a diversified
customer base and commands a large library of patents, know-how,
and other intellectual property that raise barriers to entry and
enhance margins.  These factors help mitigate the volatility
created by the inherent industry challenges discussed above.

The stable rating outlook reflects Moody's expectation that
leverage will show moderate improvement over the next 12-18 months
as previously soft businesses, such as modified release
technologies and pre-filled syringes, stabilize and begin to grow
again.  In addition, Moody's expects new product lines, such as
animal health and biologics, to help Catalent's growth.

The Speculative Grade Liquidity Rating of SGL-1 reflects Moody's
expectation that Catalent's liquidity will remain very good over
the next 12 to 18 months.  Catalent's liquidity will be supported
by free cash flow in excess of $100 million over the next year, a
strong cash balance ($132 million as of Sept. 30, 2016,) and a near
full availability under its $200 million revolver.

The ratings could be upgraded if Catalent reduces financial
leverage such that its debt to EBITDA approaches 4.0 times.  The
company's scale would also need to increase and its operating
performance improve before Moody's would consider an upgrade.

The ratings could be downgraded if Moody's expects Catalent's
financial leverage to increase above 5.5 times.  The ratings could
also be downgraded if Catalent's earnings deteriorate or if the
company adopts a more aggressive acquisition strategy.

Catalent Pharma Solutions, Inc., based in Somerset, New Jersey, is
a leading provider of development solutions and advanced delivery
technologies for drugs, biologics and consumer health products.
These include the company's formulation, development and
manufacturing of softgels and other products for the prescription,
consumer, and animal health industries.  The company reported
revenue of approximately $1.85 billion for the twelve months ended
Sept. 30, 2016.  Since the company's initial public offering in
August 2014, affiliates of The Blackstone Group have reduced their
stake in the company to approximately 14%.

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



CATALENT PHARMA: S&P Rates Proposed $400MM Sr. Unsec. Notes 'BB-'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating (the same
as the 'BB-' corporate credit rating on the parent company) to
Catalent Pharma Solutions Inc.'s proposed $400 million senior
unsecured Euro-denominated notes due 2024.  S&P assigned a '4'
recovery rating to this debt, indicating S&P's expectation for
average (30%-50%, at the low end of the range) recovery for lenders
in the event of a payment default.

The company intends to use the proceeds to pay down $200 million of
existing term loans, repay existing borrowings under its revolving
credit facility from the Pharmatek acquisition, acquire Accucaps,
and add additional liquidity on the balance sheet.  S&P's 'BB-'
corporate credit rating on parent company Catalent Inc. and 'BB'
rating and '2' recovery rating on Catalent Pharma's existing senior
secured debt are unchanged.

S&P's ratings on Catalent continue to reflect S&P's view that the
company has a top-tier scale and reputation in the contract
development and manufacturing organization (CDMO) industry and
strong revenue visibility from long-term contracts from a
diversified customer base.  These positive factors are somewhat
offset by the company's small size relative to its large
pharmaceutical customers and the narrow focus on pharmaceutical
manufacturing.  S&P's ratings also reflect its expectation that
leverage will remain in the mid-4x area long term.

                        RECOVERY ANALYSIS

Key analytical factors
   -- The recovery rating on Catalent's new senior unsecured notes

      due 2024 is '4', and the recovery rating on the senior
      secured credit facilities is '2'.

   -- S&P's simulated default scenario contemplates a default in
      2020, precipitated by increased competition and weak
      operating performance.

   -- S&P believes Catalent would reorganize in the event of
      default in view of its strong customer relationships and the

      importance of its products to its customers' supply chains.
      Further, S&P believes that lenders would achieve greater
      recovery through reorganization, rather than liquidation.

   -- S&P has valued the company on a going-concern basis using a
      6x multiple of S&P's projected emergence EBITDA.  The 6x
      multiple reflects Catalent's strong contracts and customer
      relationships, but is limited because its intangible assets
      are not as strong as biopharmaceutical molecule patents.  
      S&P's emergence EBITDA of $260 million is somewhat higher
      than a fixed-charge proxy because S&P believes the senior
      secured maintenance covenant at 6.5x would not be amended
      before default as total leverage would exceed 8x.

   -- The senior secured credit facilities benefit from a
      downstream guarantee from Catalent's holding company parent,

      an upstream guarantee from the company's wholly owned U.S.
      restricted subsidiaries, and a pledge of 65% of Catalent's
      equity interests in its foreign subsidiaries.  Catalent's
      U.S. operations, which provide a secured guarantee of the
      facilities, contribute approximately 40% of EBITDA.  Foreign

      operations, which are non-guarantors, contribute the
      remaining 60% of EBITDA.

Simulated default assumptions:
   -- Simulated year of default: 2020
   -- EBITDA at emergence: $260 mil.
   -- EBITDA multiple: 6x

Simplified Waterfall:
   -- Net enterprise value (after 5% admin. costs): $1,482 million
   -- Valuation split in % (obligors/nonobligors): 40/60
   -- Priority claims: $57 million
   -- Collateral value available to first-lien creditors:
      $1,113 million
   -- Unpledged value available to secured creditors: $187
   -- Secured first-lien debt claims: $1,733 million
      -- Recovery expectations: 70%-90% (lower half of range)
   -- Total value available to unsecured claims: $311 million
   -- Senior unsecured debt claims: $410 million
   -- Other pari passu unsecured claims: $620 million
      -- Recovery expectations: 30%-50% (lower half of the range)

Note: All debt amounts include six months of prepetition interest.
Collateral value equals asset pledge from obligors after priority
claims plus equity pledge from non-obligors after non-obligor
debt.

RATING LIST

Catalent Inc.
Corporate Credit Rating            BB-/Stable/--
New Ratings

Catalent Pharma Solutions Inc.
$400 Mil. Euro-Denominated Senior Unsecured
  Notes Due 2024                    BB-
   Recovery Rating                  4L


CATARINA CONSTRUCTION: Hires Bridgepoint's Erik White as CRO
------------------------------------------------------------
Catarina Construction, LLC, seeks authority from the U.S.
Bankruptcy Court for the Western District of Texas to employ Erik
White of Bridgepoint Consulting LLP as chief restructuring officer
to the Debtor.

Catarina Construction requires Bridgepoint and Mr. White to:

   a. review financial information pertaining to the Debtor's
      assets, liabilities, cash flows, financial statements, and
      projections, with all such information to be timely
      provided by the Debtor;

   b. in conjunction with the Debtor, develop a five-year
      financial projections for Catarina, including
      estimated impacts of potential contemplated corporate
      transactions;

   c. review and refine cash flow forecast;

   d. review project bidding analysis, project forecasting and
      tracking;

   e. assist the Debtor and its counsel with general matters
      related to its chapter 11 filing;

   f. assist management and counsel with preparation for
      hearings, testimony, creditors meetings, and creation of
      supporting exhibits and motions needed during pendency of
      the case;

   g. assist the Debtor with exploring DIP financing, if
      necessary;

   h. work with the Debtor to fulfill its financial reporting
      obligations to the Court, including completing the
      Schedules of Assets and Liabilities ("SOAL") and the
      Statement of Financial Affairs ("SOFA"), and the  Monthly
      Operating  Reports ("MOR") required by the Office of the
      United States Trustee;

   i. work with the Debtor and counsel to develop the appropriate
      plan and disclosure statement documents, including a
      liquidation analysis and estimation of creditor recoveries;

   j. assist the Debtor and counsel with managing certain vendor
      issues, including critical vendor status, where
      appropriate;

   k. assist the Debtor and counsel with litigation support and
      forensic analysis, where appropriate;

   l. review, and the Debtor shall provide, any material
      contracts to which Catarina is a party or guarantor,
      including debt agreements and major sales or supply/vendor
      contracts;

   m. contact with, and provide information to, representatives
      of case professionals retained in this bankruptcy case, any
      Unsecured Creditors Committee and their professionals,
      and other select stakeholders or third-party professionals
      as shall be further agreed, and shall keep the Debtor fully
      informed of all significant developments with respect
      thereto; and

   n. perform such other services as may be agreed upon between
      the parties.

Bridgepoint will be paid at these hourly rates:

     Erik White                     $265.50
     Additional Personnel           $60-$400

Bridgepoint received the amount of $31,302.45 for services prior to
the petition date.

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

Erik White, member of Bridgepoint Consulting 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.

Bridgepoint can be reached at:

     Erik White
     BRIDGEPOINT CONSULTING LLP
     8310 N. Capital of Texas Highway
     Bldg. 1, Suite 420
     Austin, TX 78731
     Tel: (512) 437-7900

                 About Catarina Construction

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

The Debtor hired Kell C. Mercer, P.C. as counsel, Erik White of
Bridgepoint Consulting LLP as chief restructuring officer.

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



CATARINA CONSTRUCTION: Hires Kell Mercer as Counsel
---------------------------------------------------
Catarina Construction, LLC, seeks authority from the U.S.
Bankruptcy Court for the Western District of Texas to employ Kell
C. Mercer, P.C. as counsel to the Debtor.

Catarina Construction requires Mercer to consult with the Debtor on
legal matters involved in the workout and reorganization of its
debts.

Mercer will be paid at the hourly rate of $400.

Mercer will be paid a retainer in the amount of $15,000.

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

Kell C. Mercer, member of Kell C. Mercer, P.C., assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.

Mercer can be reached at:

     Kell C. Mercer, Esq.
     KELL C. MERCER, P.C.
     1602 E. Cesar Chavez
     Austin, TX 78702
     Tel: (512) 627-3512
     E-mail: kell.mercer@mercer-law-pc.com

                 About Catarina Construction

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

The Debtor hired Kell C. Mercer, P.C. as counsel, Erik White of
Bridgepoint Consulting LLP as chief restructuring officer.

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


CEETOP INC: Incurs $71.7K Net Loss in Third Quarter
---------------------------------------------------
Ceetop Inc. filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing a net loss of $71,680 on
$0 of sales for the three months ended Sept. 30, 2016, compared to
a net loss of $147,187 on $0 of sales for the three months ended
Sept. 30, 2015.

For the nine months ended Sept. 30, 2016, Ceetop reported a net
loss of $252,575 on $0 of sales compared to a net loss of $435,215
on $0 of sales for the same period during the prior year.

As of Sept. 30, 2016, Ceetop Inc. had $1.79 million in total
assets, $511,267 in total liabilities, all current, and $1.28
million in total stockholders' equity.

For the year ended Dec. 31, 2015, the Company's independent
auditors, in their report on the financial statements, indicated
the Company has experienced recurring losses from operations and
may not have enough cash and working capital to fund its operations
beyond the very near term, which raises substantial doubt about the
Company's ability to continue as a going concern.

"[W]e have need of capital for the implementation of our business
plan, and we will need additional capital for continuing our
operations.  We do not have sufficient revenues to pay our expenses
of operations.  Unless the Company is able to raise working
capital, or generate sufficient revenues, it is likely that the
Company will either have to cease operations or substantially
change its methods of operations or change its business plan," the
Company said.

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

                    https://is.gd/7XjTtl

                      About Ceetop Inc.

Oregon-based Ceetop Inc., formerly known as China Ceetop.com,
Inc., owned and operated the online retail platform before 2013.
Due to excessive competition in online retail, the Company has
transformed itself into an integrated supply chain services
provider, and focuses on B to B supply chain management and
related value-added services among enterprises.

Ceetop reported a net loss of $600,000 on $0 of sales for the year
ended Dec. 31, 2015, compared to a net loss of $1.41 million on
$362,000 of sales for the year ended Dec. 31, 2014.


CENVEO INC: Egan-Jones Hikes Sr. Unsec. Ratings to B- from CCC+
---------------------------------------------------------------
Egan-Jones Ratings Company, on Nov. 15, 2016, upgraded the senior
unsecured ratings on debt issued by Cenveo Inc. to B- from CCC+.
EJR also raised the rating on the Company's commercial paper to B
from C.

Cenveo, Inc., incorporated on May 1, 1997, is a diversified
manufacturing company focused on print-related products. The
Company's portfolio of products includes envelope converting,
commercial printing, label manufacturing and specialty packaging.



CHAPARRAL ENERGY: Has Framework for Debt-for-Equity Plan
--------------------------------------------------------
Chaparral Energy, Inc. and its affiliated debtors ask the Delaware
Bankruptcy Court for authority to enter into a plan support
agreement with certain holders of the Company's senior notes and
certain lenders under the Company's Eighth Restated Credit
Agreement, dated as of April 12, 2010.

The Debtors have requested that the Bankruptcy Court hear the PSA
Motion at the hearing currently scheduled for December 7, 2016.

While the PSA is still subject to further review and consideration
by the Lenders and the Noteholders, it is presently supported by JP
Morgan Chase Bank, N.A. (in its capacity as a Lender) and the Ad
Hoc Committee of Noteholders. The Debtors will continue to work in
good faith with all parties to obtain final approval by the
requisite percentage of Lenders in advance of the PSA Hearing and
will file any updated documents prior to commencement of the PSA
Hearing.

The PSA commits the Debtors, on the one hand, and the Lenders and
Noteholders party thereto, on the other hand, to prosecute a
consensual plan of reorganization designed to implement a
comprehensive balance sheet restructuring of the Debtors.

The Debtors' obligations under the PSA, however, are subject to a
fiduciary duty out as set forth in Section 6 and Section 8 of the
PSA.

The PSA contemplates that the Plan will provide for, among other
things, the full equitization of the Debtors' approximately $1.25
billion of outstanding unsecured notes for 100% of the ownership
interests in the reorganized company, subject to dilution from such
ownership interests issued as a result of, among other things,

     (i) a $50 million rights offering to be backstopped by
         certain Noteholders (the "Rights Offering") and

    (ii) an incentive plan for the benefit of the new management
         of the reorganized company (for up to 7% of such
         ownership interests, as determined by the board of
         directors of the reorganized company).

On the effective date of the Plan, the secured claims of the
Lenders will be reduced by a certain cash payment, with the
remaining outstanding $375 million to be restructured into a
four-year credit facility, consisting of (i) a $225 million
first-out revolving loan and (ii) a $150 million second-out term
loan.

As of the Petition Date, $550,000,000 in principal amount remained
outstanding under the Eighth Restated Credit Agreement, dated as of
April 12, 2010, among Chaparral, the lenders party thereto from
time to time, JPMorgan Chase Bank, N.A., as administrative agent,
and the other agents and parties party thereto.

As of the Petition Date, $1,207,955,000 in principal amount and
$59,455,334 in accrued and unpaid interest remained outstanding, in
the aggregate, on account of the Company's 2020 Notes, 2021 Notes,
and 2022 Notes:

     (A) "2020 Notes" means the 9.875% Senior Notes due 2020 issued
by Chaparral Parent, pursuant to an Indenture, dated as of
September 16, 2010, among Chaparral Parent, the guarantors named
therein or party thereto, and Wilmington Savings Fund Society, FSB
(as successor to Wells Fargo Bank, National Association), as
trustee. As of the Petition Date, $298,000,000 in principal amount
and $17,981,122 in accrued and unpaid interest remained outstanding
on account of the 2020 Notes.

     (B) "2021 Notes" means the 8.25% Senior Notes due 2021 by
Chaparral Parent, pursuant to an Indenture, dated as of February
22, 2011, among Chaparral Parent, the guarantors named therein or
party thereto, and Wilmington Savings Fund Society, FSB (as
successor to Wells Fargo Bank, National Association), as trustee.
As of the Petition Date, $384,045,000 in principal amount and
$22,092,238 in accrued and unpaid interest remained outstanding on
account of the 2021 Notes.

     (C) "2022 Notes" means the 7.625% Senior Notes due 2022 by
Chaparral Parent, pursuant to that certain Indenture, dated as of
May 2, 2012, among Chaparral Parent, the guarantors named therein
or party thereto, and Wilmington Savings Fund Society, FSB (as
successor to Wells Fargo Bank, National Association), as trustee.
As of the Petition Date, $525,910,000 in principal amount and
$19,381,974 in accrued and unpaid interest remained outstanding on
account of the 2022 Notes.

The PSA contemplates that holders of allowed general unsecured
claims will either receive a cash payment or their pro rata share
of the ownership interests in the reorganized company, while the
holders of existing equity interests in the Company will not
receive any recovery or distribution on account of such equity
interests.

The PSA also contemplates a convenience class, wherein each holder
of an allowed General Unsecured Claim (other than a Litigation
Claim) with a face amount of $100,000 -- Maximum Convenience Class
Claims Amount -- or less shall receive a cash payment in an amount
equal to the allowed amount of its General Unsecured Claim, in full
and final satisfaction of its General Unsecured Claim. Any holder
of an allowed General Unsecured Claim in excess of the Maximum
Convenience Class Claims Amount may elect Convenience Class
Treatment, in which case each holder making such an election shall
be deemed to have waived such portion of its allowed General
Unsecured Claim that exceeds the Maximum Convenience Class Claims
Amount and receive only cash equal to the Maximum Convenience Class
Claims Amount and not be entitled to receive any New Equity
Interests or participate in the GUC Rights Offering.

The PSA may be terminated upon the occurrence of certain events,
including: (a) certain breaches by the Debtors or Consenting
Creditors under the PSA; (b) the failure to meet certain milestones
with respect to achieving confirmation and consummation of the
Plan; (c) the amendment or modification of certain documents,
including the Plan, without the consent of the Consenting
Creditors; (d) the occurrence of an uncured event of default under
the Debtors' cash collateral orders; and (e) the determination by
the Company's board of directors, upon the advice of counsel, that
fiduciary obligations require the Company to terminate the
Company's obligations under the PSA.

A copy of the PSA is available at https://is.gd/oM3SEC

An executed version of the PSA will be filed with the Bankruptcy
Court on or prior to the hearing on the PSA Motion.

Attorneys for the Consenting Noteholders:

     Evan Fleck, Esq.
     Michael Price, Esq.
     MILBANK, TWEED, HADLEY & MCCLOY LLP
     28 Liberty Street
     New York, NY 10005-1413
     Tel: (212) 530-5000
     Fax: (212) 530-5219
     E-mail: efleck@milbank.com
             mprice@milbank.com

Attorneys for the Consenting Prepetition Lenders:

     William L. Wallander, Esq.
     Paul E. Heath, Esq.
     VINSON & ELKINS LLP
     Trammell Crow Center
     2001 Ross Avenue, Suite 3700
     Dallas, TX 75201-2975
     Tel: (214) 220-7700
     Fax: (214) 220-7716
     E-mail: bwallander@velaw.com
             pheath@velaw.com

                   About Chaparral Energy, Inc.

Founded in 1988, Chaparral Energy, Inc., is a Delaware corporation
headquartered in Oklahoma City and a pure play Mid-Continent
independent oil and natural gas exploration and production
company.

Chaparral Energy, Inc., and its 10 affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 16-11144) on May 9, 2016.  The petition was signed by Mark A.
Fischer, chief executive officer.

At March 31, 2016, the Company had total assets of $1,229,373,000,
total current liabilities of $1,940,742,000 and total stockholders'
deficit of $759,546,000.

The Debtors are represented by Richard Levy, Esq., Keith Simon,
Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham &
Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., as counsel.  Kurtzman Carson Consultants LLC serves
as administrative advisor.

The Office of the U.S. Trustee on May 18, 2016, disclosed that no
official committee of unsecured creditors has been appointed in the
case.

Milbank, Tweed, Hadley & McCloy LLP and Drinker Biddle & Reath LLP
represent an ad hoc committee of holders of (i) 9.875% Senior Notes
due 2020, (ii) 8.25% Senior Notes and (iii) 7.625% Senior Notes due
2022 issued by the Debtors.

JPMorgan Chase Bank, N.A., the administrative agent under the
Debtors' Eighth Restated Credit Agreement, dated as of April 12,
2010, is represented by Vinson & Elkins L.L.P.


CHAPARRAL ENERGY: JPMorgan to Syndicate $550-Mil. Exit Loans
------------------------------------------------------------
Chaparral Energy, Inc. and its affiliated debtors have entered into
a plan support agreement with certain holders of the Company's
senior notes and certain lenders under the Company's Eighth
Restated Credit Agreement, dated as of April 12, 2010, led by
JPMorgan Chase Bank, N.A., the administrative agent under the
prepetition credit facility.

In accordance with the PSA, the Debtors will enter into a letter
agreement with JPMorgan to begin documenting, structuring, and
arranging the proposed exit financing, consisting of:

     $400,000,000 Senior Secured Revolving Credit Facility,
                  subject to an initial borrowing base of
                  $225,000,000; and

     $150,000,000 Senior Secured Term Loan Facility

The credit facilities will maturity date four years after the
closing date of the Facilities.

Under the Exit facility, JPMorgan will serve as:

     -- Lead Left Arranger and Bookrunner;

     -- Administrative Agent; and

     -- Lender.

Other lenders that are party to the Eighth Restated Credit
Agreement dated as of April 12, 2010, and have approved the
Debtors' plan of reorganization may also participate in the Exit
facility.

The Credit Documentation will contain these financial covenants:

     -- Leverage Ratio: The Borrower will maintain on a
consolidated basis, as of the last day of any fiscal quarter,
commencing with the fiscal quarter during which the Closing Date
occurs, a ratio of total debt of the Credit Parties on such date
(excluding non-cash obligations under the Financial Accounting
Standards Board Accounting Standards Codification ("ASC") 815 and
accounts payable not delinquent or greater than 90 days past the
date of invoice) to EBITDAX for the Reference Period ending on such
date of not less than 3.50 to 1.00.

     -- Current Ratio: The Borrower will maintain on a consolidated
basis, as of the last day of any fiscal quarter, commencing with
the fiscal quarter during which the Closing Date occurs, a current
ratio of not less than 1.00 to 1.00.

     -- Asset Coverage Ratio. The Credit Parties' ratio of (a)
Total Proved PV10 to (b) (i) the aggregate principal amount of the
outstanding Loans under the Facilities minus (ii) the amount of the
Credit Parties' unrestricted cash on hand at such time -- up to, in
the case of this clause (ii), a maximum of $37,500,000 -- shall not
be less than 1.35 to 1.00 as of each January 1 and July 1 of each
year, commencing with the first such date after the Closing Date.

     -- Minimum Liquidity. The Borrower shall not permit the sum of
(a) unused Revolving Commitments plus (b) the Credit Parties'
unrestricted cash on hand to be less than $25,000,000 as of the
last day of each fiscal quarter, commencing with the fiscal quarter
during which the Closing Date occurs.

The Mandate Letter requires the Company to pay certain fees and
expenses and to provide an indemnity in connection with JPMorgan's
efforts under the Mandate Letter.

The Mandate Letter has been filed with, and is subject to the
approval of, the Bankruptcy Court. The Debtors have requested that
the Bankruptcy Court hear the motion to approve the Mandate Letter
at the hearing currently scheduled for December 7, 2016.

A copy of the Mandate Letter is available at https://is.gd/qV9mMj

An executed version of the Mandate Letter will be filed with the
Bankruptcy Court on or prior to the hearing on motion to approve
the Mandate Letter.

                   About Chaparral Energy, Inc.

Founded in 1988, Chaparral Energy, Inc., is a Delaware corporation
headquartered in Oklahoma City and a pure play Mid-Continent
independent oil and natural gas exploration and production
company.

Chaparral Energy, Inc., and its 10 affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 16-11144) on May 9, 2016.  The petition was signed by Mark A.
Fischer, chief executive officer.

At March 31, 2016, the Company had total assets of $1,229,373,000,
total current liabilities of $1,940,742,000 and total stockholders'
deficit of $759,546,000.

The Debtors are represented by Richard Levy, Esq., Keith Simon,
Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham &
Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., as counsel.  Kurtzman Carson Consultants LLC serves
as administrative advisor.

The Office of the U.S. Trustee on May 18, 2016, disclosed that no
official committee of unsecured creditors has been appointed in the
case.

Milbank, Tweed, Hadley & McCloy LLP and Drinker Biddle & Reath LLP
represent an ad hoc committee of holders of (i) 9.875% Senior Notes
due 2020, (ii) 8.25% Senior Notes and (iii) 7.625% Senior Notes due
2022 issued by the Debtors.

JPMorgan Chase Bank, N.A., the administrative agent under the
Debtors' Eighth Restated Credit Agreement, dated as of April 12,
2010, is represented by Vinson & Elkins L.L.P.


CHAPARRAL ENERGY: Lenders, Noteholders Want Plan Filed by Dec. 13
-----------------------------------------------------------------
Chaparral Energy, Inc., and its affiliated debtors have entered
into a plan support agreement with certain holders of the Company's
senior notes and certain lenders under the Company's Eighth
Restated Credit Agreement, dated as of April 12, 2010, led by
JPMorgan Chase Bank, N.A., the administrative agent under the
prepetition credit facility.

The Debtors have requested that the Bankruptcy Court hear the PSA
Motion at the hearing currently scheduled for Dec. 7, 2016.

The PSA imposes these milestones for the Debtors:

     -- No later than December 8, 2016, the Bankruptcy Court
        will have entered an order approving the PSA, which
        provides a framework for the Debtors' plan of
        reorganization; the backstop commitment agreement with
        certain noteholders that entered into the PSA, with
        respect to a $50 million rights offering; and a Mandate
        Letter with JPMorgan; as well as a Hedging Order in form
        and substance acceptable to the Chaparral Parties and the
        Required Consenting Creditors; and a Cash Collateral
        Order that is the Form Cash Collateral Order and
        otherwise acceptable to the Required Consenting
        Creditors;

     -- No later than three Business Days after entry of the
        PSA Approval Order, the Chaparral Parties shall file
        with the Bankruptcy Court: (i) the Plan; (ii) the
        Disclosure Statement; and (iii) a motion seeking, among
        other things, (A) approval of the Disclosure Statement,
        (B) approval of procedures for soliciting, receiving, and
        tabulating votes on the Plan and for filing objections to
        the Plan, and (C) to schedule the hearing to consider
        confirmation of the Plan;

     -- No later than 45 days after entry of the PSA Approval
        Order, the Bankruptcy Court shall have entered an order
        approving the Disclosure Statement and the relief
        requested in the Disclosure Statement and Solicitation
        Motion;

     -- No later than five Business Days after entry of the
        order approving the Disclosure Statement and Solicitation
        Motion, the Chaparral Parties shall have commenced
        solicitation on the Plan by mailing the Solicitation
        Materials to parties eligible to vote on the Plan;

     -- No later than 90 days after entry of the PSA Approval
        Order, the Bankruptcy Court shall have entered the
        Confirmation Order; and

     -- No later than 30 days after entry of the Confirmation
        Order, the Chaparral Parties shall consummate the
        transactions contemplated by the Plan.

                   About Chaparral Energy, Inc.

Founded in 1988, Chaparral Energy, Inc., is a Delaware corporation
headquartered in Oklahoma City and a pure play Mid-Continent
independent oil and natural gas exploration and production
company.

Chaparral Energy, Inc., and its 10 affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 16-11144) on May 9, 2016.  The petition was signed by Mark A.
Fischer, chief executive officer.

At March 31, 2016, the Company had total assets of $1,229,373,000,
total current liabilities of $1,940,742,000 and total stockholders'
deficit of $759,546,000.

The Debtors are represented by Richard Levy, Esq., Keith Simon,
Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham &
Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., as counsel.  Kurtzman Carson Consultants LLC serves
as administrative advisor.

The Office of the U.S. Trustee on May 18 disclosed that no official
committee of unsecured creditors has been appointed in the case.

Milbank, Tweed, Hadley & McCloy LLP and Drinker Biddle & Reath LLP
represent an ad hoc committee of holders of (i) 9.875% Senior Notes
due 2020, (ii) 8.25% Senior Notes and (iii) 7.625% Senior Notes due
2022 issued by the Debtors.

JPMorgan Chase Bank, N.A., the administrative agent under the
Debtors' Eighth Restated Credit Agreement, dated as of April 12,
2010, is represented by Vinson & Elkins L.L.P.


CHAPARRAL ENERGY: Noteholders to Backstop $50M Rights Offering
--------------------------------------------------------------
Chaparral Energy, Inc. and its affiliated debtors have entered into
a plan support agreement with certain holders of the Company's
senior notes and certain lenders under the Company's Eighth
Restated Credit Agreement, dated as of April 12, 2010, led by
JPMorgan Chase Bank, N.A., the administrative agent under the
prepetition credit facility.

In accordance with the PSA, the Debtors will conduct a $50 million
rights offering for certain ownership interests in the reorganized
company, which rights offering will be backstopped by certain
Noteholders -- Commitment Parties -- pursuant to a backstop
commitment agreement.

The PSA contemplates the filing of a Chapter 11 Plan of
reorganization that will provide for, among other things, the full
equitization of the Debtors' approximately $1.25 billion of
outstanding unsecured notes for 100% of the ownership interests in
the reorganized company, subject to dilution from such ownership
interests issued as a result of, among other things,

     (i) a $50 million rights offering to be backstopped by
         certain Noteholders (the "Rights Offering") and

    (ii) an incentive plan for the benefit of the new management
         of the reorganized company (for up to 7% of such
         ownership interests, as determined by the board of
         directors of the reorganized company)

In accordance with the Plan, the Backstop Commitment Agreement, and
the Company's proposed procedures for the conduct of the Rights
Offering, the Company will offer eligible creditors, including the
Commitment Parties, shares of ownership interests of the
reorganized Company upon emergence from Chapter 11 for an aggregate
purchase price of $50 million.

Pursuant to the Backstop Commitment Agreement, the Commitment
Parties have agreed to purchase all shares that are not duly
subscribed for pursuant to the Rights Offering at a per share
purchase price calculated in accordance with the Backstop
Commitment Agreement.

Under the Backstop Commitment Agreement, the Company has agreed to
pay the Commitment Parties, on the closing date of the transactions
contemplated by the Backstop Commitment Agreement, a commitment
premium equal to $4,375,000 -- Commitment Premium -- which fee
shall be payable and paid in the form of Class A common stock
issued by the Company; provided, however, that, in the event a
Commitment Party defaults on its obligations under the Backstop
Commitment Agreement and another (non-defaulting) Commitment Party
replaces such defaulting party, then the replacing Commitment Party
shall receive the Commitment Premium the defaulting party would
have otherwise received, which Commitment Premium shall be
multiplied by 150%.

If the transactions contemplated by the Backstop Commitment
Agreement are consummated, the Commitment Premium will be payable
in shares of common stock of the Company.

The Company will also be required to pay, in cash, a termination
fee equal to $4,375,000 upon the occurrence of certain termination
events as set forth in the Backstop Commitment Agreement. Pursuant
to the Backstop Commitment Agreement, the Company will also be
required to

     (A) reimburse the Commitment Parties for reasonable and
documented fees and expenses of counsel and any other advisors or
consultants and

     (B) indemnify the Commitment Parties under certain
circumstances for losses arising out of the Backstop Commitment
Agreement, the Plan and the transactions contemplated thereby.

The rights to purchase Class A common stock in the Rights Offering,
any shares issued upon exercise thereof, and all shares issued to
the Commitment Parties pursuant to the Backstop Commitment
Agreement, will be issued in reliance upon the exemption from
registration under the Securities Act of 1933 provided by Section
1145 of the Bankruptcy Code, Section 4(a)(2) thereof and/or
Regulation D thereunder.

The Backstop Commitment Agreement and Rights Offering Procedures
have been filed with, and are subject to the approval of, the
Bankruptcy Court. The Debtors have requested that the Bankruptcy
Court hear the motion to approve the Backstop Commitment Agreement
and Rights Offering Procedures at the hearing currently scheduled
for December 7, 2016.

The Commitment Parties' commitments to backstop the Rights
Offering, and the other transactions contemplated by the Backstop
Commitment Agreement, are conditioned upon the satisfaction of all
applicable conditions precedent set forth in the Backstop
Commitment Agreement. The issuances of common stock pursuant to the
Rights Offering and the Backstop Commitment Agreement are
conditioned upon, among other things, confirmation of the Plan by
the Bankruptcy Court, and will be effective upon the Company's
emergence from Chapter 11.

A copy of the Backstop Commitment Agreement is available at
https://is.gd/Jf9zi3

An executed version of the Backstop Commitment Agreement will be
filed with the Bankruptcy Court on or prior to the hearing on the
motion to approve the Backstop Commitment Agreement.

Attorneys for the Consenting Noteholders:

     Evan Fleck, Esq.
     Michael Price, Esq.
     MILBANK, TWEED, HADLEY & MCCLOY LLP
     28 Liberty Street
     New York, NY 10005-1413
     Tel: (212) 530-5000
     Fax: (212) 530-5219
     Email: efleck@milbank.com
            mprice@milbank.com

Attorneys for the Consenting Prepetition Lenders:

     William L. Wallander, Esq.
     Paul E. Heath, Esq.
     VINSON & ELKINS LLP
     Trammell Crow Center
     2001 Ross Avenue, Suite 3700
     Dallas, TX 75201-2975
     Tel: (214) 220-7700
     Fax: (214) 220-7716
     Email: bwallander@velaw.com
            pheath@velaw.com

                   About Chaparral Energy, Inc.

Founded in 1988, Chaparral Energy, Inc., is a Delaware corporation
headquartered in Oklahoma City and a pure play Mid-Continent
independent oil and natural gas exploration and production
company.

Chaparral Energy, Inc., and its 10 affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 16-11144) on May 9, 2016.  The petition was signed by Mark A.
Fischer, chief executive officer.

At March 31, 2016, the Company had total assets of $1,229,373,000,
total current liabilities of $1,940,742,000 and total stockholders'
deficit of $759,546,000.

The Debtors are represented by Richard Levy, Esq., Keith Simon,
Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham &
Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., as counsel.  Kurtzman Carson Consultants LLC serves
as administrative advisor.

The Office of the U.S. Trustee on May 18 disclosed that no official
committee of unsecured creditors has been appointed in the case.

Milbank, Tweed, Hadley & McCloy LLP and Drinker Biddle & Reath LLP
represent an ad hoc committee of holders of (i) 9.875% Senior Notes
due 2020, (ii) 8.25% Senior Notes and (iii) 7.625% Senior Notes due
2022 issued by the Debtors.

JPMorgan Chase Bank, N.A., the administrative agent under the
Debtors' Eighth Restated Credit Agreement, dated as of April 12,
2010, is represented by Vinson & Elkins L.L.P.


CHAPARRAL ENERGY: Posts $5.49-Mil. Net Loss in Sept. 30 Quarter
---------------------------------------------------------------
Chaparral Energy, Inc. reported a net loss of $5,491,000 for the
three months ended Sept. 30, 2016, compared to a net loss of
$647,142,000 for the same period a year ago.

For the first nine months of 2016, the Company had a net loss of
$400,551,000.  In the same period last year, it posted a net loss
of $831,930,000.

Revenues -- from commodity sales -- were $65,847,000 for the third
quarter compared to $74,512,000 for the same period a year ago.  
For the first nine months of 2016, the Company said revenues were
$180,076,000 compared to $261,801,000 for the same period in 2015.

As of Sept. 30, 2016, the Company had total assets of $826,003,000
against total current liabilities of $515,972,000; Liabilities
subject to compromise of $1,286,828,000 and total stockholders'
deficit of $1,027,008,000.

A copy of the earnings report on Form 10-Q is available at
https://is.gd/mRPQ1v

                   About Chaparral Energy, Inc.

Founded in 1988, Chaparral Energy, Inc., is a Delaware corporation
headquartered in Oklahoma City and a pure play Mid-Continent
independent oil and natural gas exploration and production
company.

Chaparral Energy, Inc., and its 10 affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 16-11144) on May 9, 2016.  The petition was signed by Mark A.
Fischer, chief executive officer.

At March 31, 2016, the Company had total assets of $1,229,373,000,
total current liabilities of $1,940,742,000 and total stockholders'
deficit of $759,546,000.

The Debtors are represented by Richard Levy, Esq., Keith Simon,
Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham &
Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., as counsel.  Kurtzman Carson Consultants LLC serves
as administrative advisor.

The Office of the U.S. Trustee on May 18, 2016, disclosed that no
official committee of unsecured creditors has been appointed in the
case.

Milbank, Tweed, Hadley & McCloy LLP and Drinker Biddle & Reath LLP
represent an ad hoc committee of holders of (i) 9.875% Senior Notes
due 2020, (ii) 8.25% Senior Notes and (iii) 7.625% Senior Notes due
2022 issued by the Debtors.

JPMorgan Chase Bank, N.A., the administrative agent under the
Debtors' Eighth Restated Credit Agreement, dated as of April 12,
2010, is represented by Vinson & Elkins L.L.P.


CHAPARRAL ENERGY: Seeks Approval of Fischer Retirement Deal
-----------------------------------------------------------
Chaparral Energy, Inc., and its affiliated debtors seeks Bankruptcy
Court approval to enter into a retirement agreement and general
release with Mr. Mark A. Fischer in connection with his retirement
as an employee of the Company and resignation from the board of
directors of the Company.

Upon Mr. Fischer's retirement, K. Earl Reynolds, the Company's
current President and Chief Operating Officer, will be appointed as
the Company's new Chief Executive Officer.

Subject to Mr. Fischer's execution and non-revocation of certain
releases and his continued compliance with the Retirement
Agreement, he will be entitled to receive, in addition to any
accrued and unpaid benefits or obligations, a cash payment of
approximately $3.15 million (plus a cashless exercise warrant to
purchase up to 0.37575% of the Class A Shares of the reorganized
Company issued on the Effective Date of the Plan on a fully diluted
basis). The payments will be made to Mr. Fischer upon Bankruptcy
Court approval of the Retirement Agreement or on a later date as
specified in the Retirement Agreement.

For a period of 24 months after his retirement, Mr. Fischer will be
subject to non-solicitation restrictions and non-competition
restrictions as set forth in the Retirement Agreement. Mr. Fischer
will also be subject to confidentiality restrictions as set forth
in the Retirement Agreement. The Retirement Agreement also contains
other customary provisions, some incorporated by reference into Mr.
Fischer's employment agreement.

All payments and benefits (that were not accrued prior to
retirement) are conditioned on Mr. Fischer's (a) execution of a
general release of claims against the Company, its affiliates and
certain related parties and (b) continued compliance with the
restrictive covenants and agreements contained in the Retirement
Agreement.

The Retirement Agreement has been filed with, and is subject to the
approval of, the Bankruptcy Court.  The Debtors have requested that
the Bankruptcy Court hear the motion to approve the Retirement
Agreement at the hearing that is currently scheduled for December
7, 2016.

A copy of the Retirement Agreement and General Release is available
at
https://is.gd/7Ne2my

                   About Chaparral Energy, Inc.

Founded in 1988, Chaparral Energy, Inc., is a Delaware corporation
headquartered in Oklahoma City and a pure play Mid-Continent
independent oil and natural gas exploration and production
company.

Chaparral Energy, Inc., and its 10 affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 16-11144) on May 9, 2016.  The petition was signed by Mark A.
Fischer, chief executive officer.

At March 31, 2016, the Company had total assets of $1,229,373,000,
total current liabilities of $1,940,742,000 and total stockholders'
deficit of $759,546,000.

The Debtors are represented by Richard Levy, Esq., Keith Simon,
Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham &
Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., as counsel.  Kurtzman Carson Consultants LLC serves
as administrative advisor.

The Office of the U.S. Trustee on May 18, 2016, disclosed that no
official committee of unsecured creditors has been appointed in the
case.

Milbank, Tweed, Hadley & McCloy LLP and Drinker Biddle & Reath LLP
represent an ad hoc committee of holders of (i) 9.875% Senior Notes
due 2020, (ii) 8.25% Senior Notes and (iii) 7.625% Senior Notes due
2022 issued by the Debtors.

JPMorgan Chase Bank, N.A., the administrative agent under the
Debtors' Eighth Restated Credit Agreement, dated as of April 12,
2010, is represented by Vinson & Elkins L.L.P.


CHAPARRAL ENERGY: UST Wants Hearing on PSA, et al. Pushed Back
--------------------------------------------------------------
Andrew R. Vara, Acting United States Trustee for Region Three, asks
the Delaware Bankruptcy Court to reject the request of Chaparral
Energy, Inc., to shorten the notice period and objections period
with respect to these motions:

     a. Motion of Debtors for an Order Pursuant to 11 U.S.C.
Sections 105(a) and 363(b)
Authorizing Their Entry Into and Performance Under the Plan Support
Agreement and Granting Related Relief (D.E. 578);

     b. Debtors' Motion for Order (A) Authorizing the Debtors to
(I) Conduct Rights Offering, (II) Enter Into Backstop Commitment
Agreement and (III) Pay Fees and Expenses Associated Therewith and
(B) Approving Subscription Form (D.E. 579);

     c. Debtors' Motion for an Order (I) Authorizing the Debtors to
(A) Enter Into Postpetition Hedge Agreements and (B) Grant Liens
and Superpriority Claims, and (II) Granting Related Relief (D.E.
580);

     d. Debtors' Motion for Entry of an Order Authorizing Debtors
to File Certain Confidential Information Contained in the Mandate
Letter Under Seal (D.E. 581);

     e. Debtors' Motion for Order Authorizing the Debtors to Enter
Into and Perform Under
Exit Financing Mandate Letter (D.E. 582);

     f. Debtors' Motion for Order Authorizing the Debtors to Enter
Into and Perform Under
Exit Financing Mandate Letter (D.E. 583);

     g. Debtors' Motion for Order Pursuant to 11 U.S.C. Sections
105 and 363 and Fed. R. Bankr. P. 9019 Approving Retirement
Agreement and General Release with Mark A. Fischer (D.E. 584)

The Debtors have asked the Court to consider the relief requested
in the PSA Related Motions on an expedited basis at the hearing
scheduled for December 7, 2016 at 10:00 a.m. (Eastern Standard
Time).  Objections, according to the Debtors, must be filed by
December 6.

"There does not appear to be any need for urgency in this matter,"
the U.S. Trustee contends.

The U.S. Trustee explains that the the Debtors filed the Motions on
Thanksgiving eve, November 23, 2016, at approximately 12 p.m.   The
Motions contain hundreds of pages of exhibits are nonetheless
incomplete.  

The U.S. Trustee says, "Collectively, the Motions would appear to
seek court approval on an expedited basis of a number or
transactions that will lock the Debtors into the virtual totality
of a Plan of Reorganization without the protections of a disclosure
statement or plan solicitation process as the Motions collectively
indicate that they will form the basis of a consensual plan. The
Motions will affect every creditor and party in interest in this
case. The Motions have not been served upon the entirety of the
creditor body in this case pursuant to Bankruptcy Local Rule
2002-1(b) requiring service upon: ". . . all parties whose rights
are affected by the motion."

"The filing of the Motions and the Shorten Time Motion on the
afternoon before Thanksgiving strongly suggests the Motions were
filed strategically at this time to avoid scrutiny of objection and
to effectively limit notice as most or all parties will not receive
any notification about the motions, as a practical matter, until
Monday November 28, 2016 leaving approximately one week to consider
and object to the hundreds of pages of documents filed."

The U.S. Trustee is represented by:

     David L. Buchbinder, Esq.
     Office of the United States Trustee
     J. Caleb Boggs Federal Building
     844 King Street, Suite 2207, Lockbox 35
     Wilmington, DE 19801
     Tel: (302) 573-6491
     Fax: (302) 573-6497

                   About Chaparral Energy, Inc.

Founded in 1988, Chaparral Energy, Inc., is a Delaware corporation
headquartered in Oklahoma City and a pure play Mid-Continent
independent oil and natural gas exploration and production
company.

Chaparral Energy, Inc., and its 10 affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 16-11144) on May 9, 2016.  The petition was signed by Mark A.
Fischer, chief executive officer.

At March 31, 2016, the Company had total assets of $1,229,373,000,
total current liabilities of $1,940,742,000 and total stockholders'
deficit of $759,546,000.

The Debtors are represented by Richard Levy, Esq., Keith Simon,
Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham &
Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., as counsel.  Kurtzman Carson Consultants LLC serves
as administrative advisor.

The Office of the U.S. Trustee on May 18 disclosed that no official
committee of unsecured creditors has been appointed in the case.

Milbank, Tweed, Hadley & McCloy LLP and Drinker Biddle & Reath LLP
represent an ad hoc committee of holders of (i) 9.875% Senior Notes
due 2020, (ii) 8.25% Senior Notes and (iii) 7.625% Senior Notes due
2022 issued by the Debtors.

JPMorgan Chase Bank, N.A., the administrative agent under the
Debtors' Eighth Restated Credit Agreement, dated as of April 12,
2010, is represented by Vinson & Elkins L.L.P.


CHIEFTAIN STEEL: U.S. Trustee Unable to Appoint Committee for Unit
------------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Floyd Industries LLC, an
affiliate of Chieftain Steel LLC, as of Nov. 25, according to a
court docket.

Chieftain Steel, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Ky. Case No. 16-10407) on May 2,
2016.

The Debtor tapped Constance G. Grayson, Esq., at Gullette &
Grayson, PSC, and Dinsmore & Shohl LLP as bankruptcy attorneys.

The Official Committee of Unsecured Creditors for Chieftain Steel,
LLC, retained Fox Rothschild LLP as its legal counsel, Bingham
Greenebaum Doll LLP as its local counsel, and Phoenix Management
Services, LLC as its financial advisor.

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

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


CHINA FISHERY: Trustee Seeks to Hire Skadden as Legal Counsel
-------------------------------------------------------------
The Chapter 11 trustee of CFG Peru Investments Pte. Limited
(Singapore) seeks approval from the U.S. Bankruptcy Court for the
Southern District of New York to hire legal counsel.

William Brandt, Jr., the court-appointed trustee, proposes to hire
Skadden, Arps, Slate, Meagher & Flom LLP to give legal advice
regarding his duties as trustee in the continued management and
operation of CFG Peru, an affiliate of China Fishery Group Limited
(Cayman).

The law firm will also help the trustee prepare a bankruptcy plan,
identify and analyze CFG Peru's assets, investigate any claims held
by the company, and resolve claims filed against the company.

The hourly rates charged by the firm range from $390 to $920 for
associates, $925 to $1,040 for counsel, and $935 to $1,425 for
partners.

Lisa Laukitis, Esq., a member of Skadden Arps, disclosed in a court
filing that the firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.

In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Ms.
Laukitis disclosed that her firm has not agreed to any variations
from, or alternatives to, its billing arrangements and has not
represented CFG Peru in the 12 months prior to its bankruptcy
filing.  

Ms. Laukitis also disclosed that her firm intends to speak with Mr.
Brandt prior to the hearing on the trustee's employment application
regarding a budget and staffing plan.

Once established, Mr. Brandt and the firm "may need to amend the
Skadden Arps budget and staffing plan as necessary to reflect
changed circumstances or unanticipated developments," Ms. Laukitis
said in a court filing.

Skadden Arps can be reached through:

     Jay M. Goffman, Esq.
     Lisa Laukitis, Esq.
     Skadden, Arps, Slate, Meagher & Flom LLP
     Four Times Square
     New York, NY 10036-6522
     Tel: (212) 735-3000
     Fax: (212) 735-2000

          -- and --

     Sarah E. Pierce, Esq.
     One Rodney Square
     P.O. Box 636
     Wilmington, DE 19899-0636
     Tel: (302) 651-3000
     Fax: (302) 651-3001

          -- and --

     Elizabeth M. Downing, Esq.
     500 Boylston Street
     Boston, MA 02116
     Tel: (617) 573-4800
     Fax: (617) 573-4870

                   About China Fishery Group

China Fishery Group Limited (Cayman) and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Case No. 16-11895) on June 30, 2016. The petition was signed by Ng
Puay Yee, chief executive officer.

The case is assigned to Judge James L. Garrity Jr.

At the time of the filing, the Debtor estimated its assets at $500
million to $1 billion and debts at $10 million to $50 million.

Howard B. Kleinberg, Esq., Edward J. LoBello, Esq. and Jil
Mazer-Marino, Esq. of Meyer, Suozzi, English & Klein, P.C. serve As
legal counsel. The Debtor has tapped Goldin Associates, LLC, as
financial advisor and RSR Consulting LLC as restructuring
consultant.

On November 10, 2016, William Brandt, Jr. was appointed as Chapter
11 trustee of CFG Peru Investments Pte. Limited (Singapore).


COGENT COMMUNICATIONS: S&P Affirms 'B+' Rating on Sr. Sec. Notes
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' issue-level rating, with a
recovery rating of '3', on Cogent Communications Group Inc.'s
senior secured notes following the company's proposed $125 million
add-on to its 5.375% senior secured notes due 2022.  The '3'
recovery rating indicates S&P's expectation for meaningful
(50%-70%; lower half of the range) recovery for lenders in the
event of a payment default.  S&P expects the company will use the
proceeds for general corporate purposes and to fund shareholder
returns.

The 'B+' corporate credit rating and stable outlook on Cogent
remain unchanged.  As a result of the notes issuance, S&P expects
adjusted leverage to increase to the high-4x area in 2016 (compared
to S&P's previous forecast in the low-4x area), which is below
S&P's previously stated downgrade threshold of 5x.  In addition,
S&P continues to expect the company to generate moderate free
operating cash flow and reduce leverage back down to the mid-4x
area in 2017.  Although the company has a shareholder-friendly
financial policy, S&P believes it will remain within its net
leverage target of 2.5x-3.5x, which translates to S&P's
lease-adjusted leverage ratio of about 4x-5x.  

RATINGS LIST

Cogent Communications Group Inc.
Corporate Credit Rating               B+/Stable/--

Rating Affirmed; Recovery Band Revised

Cogent Communications Group Inc.
                                       To          From
Senior Secured                         B+          B+
  Recovery Rating                      3L          3H


CONTINENTAL RESOURCES: Egan-Jones Cuts Sr. Unsecured Ratings to B
-----------------------------------------------------------------
Egan-Jones Ratings Company, on Nov. 14, 2016, downgraded the senior
unsecured ratings on debt issued by Continental Resources Inc. to B
from B+.  EJR also lowered the rating on the Company's commercial
paper to B from A3.

Continental Resources, Inc. is an oil and natural gas producer
based in Oklahoma City.




CREATIVE REALITIES: Incurs $2.76 Million Net Loss in Third Quarter
------------------------------------------------------------------
Creative Realities, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to common shareholders of $2.76 million on $2.70
million of total sales for the three months ended Sept. 30, 2016,
compared to a net loss attributable to common shareholders of $1.77
million on $3.36 million of total sales for the three months ended
Sept. 30, 2015.

For the nine months ended Sept. 30, 2016, Creative Realities
reported a net loss attributable to common shareholders of $4.22
million on $8.17 million of total sales compared to a net loss
attributable to common shareholders of $6.19 million on $8.19
million of total sales for the same period a year ago.

As of Sept. 30, 2016, the Company had $22.25 million in total
assets, $14.49 million in total liabilities, $3.82 million in
convertible preferred stock and $3.92 million in total
shareholders' equity.

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

                       https://is.gd/mVeHaQ
  
                   About Creative Realities, Inc.

Creative Realities, Inc., is a Minnesota corporation that provides
innovative shopper marketing and digital marketing technology and
solutions to retail companies, individual retail brands,
enterprises and organizations throughout the United States and in
certain international markets.  Creative Realities have expertise
in a broad range of existing and emerging shopper and digital
marketing technologies, as well as the related media management and
distribution software platforms and networks, device management,
product management, customized software service layers, systems,
experiences, workflows, and integrated solutions.  Its technology
and solutions include: digital merchandising systems and
omni-channel customer engagement systems, interactive digital
shopping assistants, advisors and kiosks, and other interactive
marketing technologies such as mobile, social media, point-of-sale
transactions, beaconing and web-based media that enable its
customers to transform how they engage with consumers.

Creative Realities reported a net loss attributable to common
shareholders of $8.31 million for the year ended Dec. 31, 2015,
following a net loss attributable to common shareholders of $5.01
million for the year ended Dec. 31, 2014.

EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has incurred recurring
losses, has negative cash flows from operations and has a working
capital deficit, all of which collectively raise substantial doubt
about its ability to continue as a going concern.


CRYOPORT INC: Incurs $2.18 Million Net Loss in Second Quarter
-------------------------------------------------------------
Cryoport, Inc., filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss
attributable to common stockholders of $2.18 million on $1.97
million of revenues for the three months ended Sept. 30, 2016,
compared to a net loss attributable to common stockholders of $2.66
million on $1.43 million of revenues for the same period during the
prior year.

For the six months ended Sept. 30, 2016, the Company reported a net
loss attributable to common stockholders of $6.11 million on $3.89
million of revenues compared to a net loss attributable to common
stockholders of $9.27 million on $2.86 million of revenues for the
six months ended Sept. 30, 2015.

As of Sept. 30, 2016, Cryoport had $5.99 million in total assets,
$2.29 million in total liabilities and $3.69 million in total
stockholders' equity.

As of Sept. 30, 2016, the Company had cash and cash equivalents of
$2.6 million and working capital of $2.0 million.  Historically,
the Company has financed its operations primarily through sales of
its debt and equity securities.

"The Company's management believes that, based on its current plans
and assumptions, the current cash on hand, together with projected
cash flows, will satisfy our operational and capital requirements
into the second quarter of calendar year 2017.  The Company's
management recognizes that the Company may need to obtain
additional capital to fund its operations until sustained
profitable operations are achieved.  Additional funding plans may
include obtaining additional capital through equity and/or debt
funding sources.  The Company currently anticipates that it will
continue to raise additional capital to fund its short term
operating expenses pursuant to private placements similar to
private placements the Company has conducted in the past.  No
assurance can be given that additional capital, if needed, will be
available when required or upon terms acceptable to the Company,"
the Company stated in the filing.

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

                      https://is.gd/9BGIdv

                          About Cryoport

Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries.  Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.

Cryoport reported a net loss attributable to common stockholders of
$15.05 million on $5.88 million of revenues for the year ended
March 31, 2016, compared to a net loss attributable to common
stockholders of $12.2 million on $3.93 million of revenues for the
year ended March 31, 2015.

KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2016, citing that
the Company has recurring operating losses from inception and has
used substantial amounts of working capital in its operations.
Although the Company has cash and cash equivalents of $2.8 million
at March 31, 2016, management has estimated that cash on hand will
only be sufficient to allow the Company to continue its operations
through the third quarter of fiscal 2017.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern.


CULPEPPER ENTERPRISES: Hires John Moore as Counsel
--------------------------------------------------
Culpepper Enterprises, Inc., seeks authority from the U.S.
Bankruptcy Court for the Southern District of Mississippi to employ
Law Offices of John D. Moore, P.A. as attorneys to the Debtor.

Culpepper Enterprises requires Moore to:

   a. advise and consult with the Debtor regarding questions
      arising from certain contract negotiations which will occur
      during the operation of business by the Debtor;

   b. evaluate and attack claims of various creditors who may
      assert security interests in the assets and who may seek to
      disturb the continued operation of Debtor;

   c. appear in, prosecute, or defend suits and proceedings, and
      to take all necessary and proper steps and other matters
      and things involved in or connected with the affairs of the
      estate of the Debtor;

   d. represent the Debtor in court hearings and to assist in the
      preparation of contracts, reports, accounts, petitions,
      applications, orders and other papers and documents as may
      be necessary in this proceeding;

   e. advise and consult with Debtor in connection with any
      reorganization plan which may be proposed in this
      proceeding and any matters concerning the Debtor which
      arise out of or follow the acceptance or consummation of
      such reorganization or its rejection; and

   f. perform such other legal services on behalf of the Debtor
      as they become necessary in this proceeding.

Moore will be paid at these hourly rates:

     John D. Moore                $425
     Melanie T. Vardaman          $375
     Paralegals                   $110

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

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

Melanie T. Vardaman, member of Law Offices of John D. Moore, P.A.,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.

Moore can be reached at:

     Melanie T. Vardaman, Esq.
     LAW OFFICES OF JOHN D. MOORE, P.A.
     301 Highland Park Cove, Suite B
     Ridgeland, MS 39158-3344
     Tel: (601) 853-9131

                       About Culpepper Enterprises

Culpepper Enterprises, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Miss. Case No. 16-51978) on November 14, 2016,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by John D. Moore, at the Law Offices of John
D. Moore, P.A.



CULPEPPER ENTERPRISES: Taps S. Wayne Easterling as Special Counsel
------------------------------------------------------------------
Culpepper Enterprises, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Mississippi to hire S. Wayne
Easterling as special counsel.

Culpepper, a defendant in a case filed by Joseph Parker and Cheri
Clancy, intends to appeal a ruling issued by the Circuit Court of
Covington in favor of the plaintiffs, and needs the assistance of a
special counsel to prosecute the appeal, according to court
filings.

Mr. Easterling will be paid an hourly rate of $275 for his
services.

In a court filing, Mr. Easterling disclosed that he does not
represent any interest adverse to the Debtor or its bankruptcy
estate.

Mr. Easterling maintains an office at:

     S. Wayne Easterling, Esq.
     120 South Tenth Avenue
     Hattiesburg, MS 39401
     Phone: (601) 544-8900
     Fax: (601) 544-8902
     Email: Easterlinglaw@aol.com

                  About Culpepper Enterprises

Culpepper Enterprises, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Miss. Case No. 16-51978) on
November 14, 2016.  The petition was signed by Daniel Brannon
White, secretary and treasurer.   At the time of the filing, the
Debtor estimated assets of less than $50,000 and liabilities of
less than $500,000.

The Debtor is represented by:

     John D. Moore, Esq.
     John D. Moore, P.A.
     P.O. Box 3344
     Ridgeland, MS 39158-3344
     Phone: 601-853-9131
     Email: john@johndmoorepa.com


CURTIS EDWARD SHELDON: Unsecureds To Get Quarterly Payment of $681
------------------------------------------------------------------
Curtis Edward Sheldon and Tanisha Renee Sheldon filed with the U.S.
Bankruptcy Court for the District of Arizona a first amended
disclosure statement referring to the Debtors' plan of
reorganization.

Class 7 General Unsecured Claims -- totaling $241,169.35 -- are
impaired.  The Debtors will make quarterly payments of $681 to
Class 7 Claimants on a pro rata basis, commencing in the month
following payment in full of Class 2 Priority Claims.  The Debtors
estimate that Class 2 Priority Claims will be paid in full no later
than month 36.  The Debtors estimate that quarterly payments will
commence around month 37 of the Plan and that Class 7 Claimants
will share distributions in the approximate amount of $5,408 to
$10,408, depending on the final amount of Class 1 Administrative
Claim (estimated to be between $35,000 to $40,000).  In any event,
Class 7 Claimants will share distributions of no less than $5,408.

The Plan will be funded by the Debtors' post-petition earnings
and/or liquidation of exempt assets.

The First Amended Disclosure Statement is available at:

           http://bankrupt.com/misc/azb15-11675-120.pdf

The Plan was filed by the Debtors' counsel:
     
     Pernell W. McGuire, Esq.
     M. Preston Gardner, Esq.
     DAVIS MILES MCGUIRE GARDNER
     40 E. Rio Salado Parkway, Suite 425
     Tempe, AZ 85281
     Tel: (480) 733-6800
     Fax: (480) 733-3748
     E-mail: pmcguire@davismiles.com
             pgardner@davismiles.com
             efile.dockets@davismiles.com

Curtis Edward Sheldon and Tanisha Renee Sheldon filed for Chapter
11 bankruptcy protection (Bankr. D. Ariz. Case No. 15-11675) on
Sept. 14, 2015.


DE-TECH COLLISION: Hires Schneider Miller as Counsel
----------------------------------------------------
De-Tech Collision, Inc., seeks authority from the U.S. Bankruptcy
Court for the Eastern District of Michigan to employ Schneider
Miller, P.C. as Counsel to the Debtor.

De-Tech Collision requires Schneider Miller to:

   a. appear and represent the Debtor at the meeting of the
      Debtor with the U.S. Trustee Office, Sec. 341 Meeting of
      the Creditors, Status Conferences, and any other Court
      hearings and meetings;

   b. provide legal services to assist Debtor in preparing the
      plan of reorganization and disclosure statement;

   c. communicate with Debtor's creditors regarding claims,
      including reviewing claims and filing objections, if
      necessary; and

   d. other legal assistance required by the Debtor.

Schneider Miller will be paid at these hourly rates:

     Kenneth M. Schneider          $390
     Timothy J. Miller             $370
     Kimberly Ross Clayson         $270
     Peter F. Schneider            $230
     David P. Miller               $175

Schneider Miller will be paid a retainer in the amount of $15,000,
plus $2,500 filing fees.

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

Kimberly Ross Clayson, member of Schneider Miller, P.C., assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

Schneider Miller can be reached at:

     Kimberly Ross Clayson, Esq.
     SCHNEIDER MILLER, P.C.
     645 Griswold, Suite 3900
     Detroit, MI 48226
     Tel: (313) 237-0850
     E-mail: kclayson@schneidermiller.com

                       About De-Tech Collision

De-Tech Collision, Inc., filed a chapter 11 petition (Bankr. E.D.
Mich. Case No. 16-55398) on Nov. 14, 2016. The petition was signed
by Suzanne Chaaban, corporate officer. The Debtor is represented by
Kimberly Ross Clayson, Esq., at Schneider Miller, P.C. The Debtor
disclosed total assets at $1.07 million and total liabilities at
$230,650.



DEAN YOUNG: Exit Plan Proposes to Sell Barnwell Property
--------------------------------------------------------
Dean Young Enterprises, LLC, filed with the U.S. Bankruptcy Court
for the District of South Carolina its proposed plan to exit
Chapter 11 plan protection.

The restructuring plan proposes to sell the Debtor's real estate
located at 100 Old Barnwell Road, West Columbia, South Carolina.
The Debtor believes the property is worth $785,000.

While the sale is pending, Debtor intends to make monthly payments
to Wells Fargo Bank, N.A., Certified Development Corp. and Business
Development Corp., which hold claims secured by the property.

Wells Fargo, which asserts a $246,346 in secured claim, will be
paid in full.  The company will receive a monthly payment of
$2,582.89 over 10 years at an annual fixed rate of 4.75% interest.
Payments will commence in the month of confirmation of the plan.

CDC will receive a monthly payment of $810.27 at an annual fixed
rate of 3.89% interest over a period of 20 years.  Payments will
start upon the effective date of the plan.  CDC has not yet filed a
claim but is believed to be owed $135,000.

Meanwhile, BDC will receive a monthly payment of $1,962.88, plus a
fixed rate of interest of 4% over 20 years.  Payments will start
upon the effective date of the plan.

The plan classifies the secured claim of Melinda Hicks in Class 5.
Ms. Hicks holds a mortgage on the property and a judgment lien in
the amount of $262,067, which will be valued at zero and treated in
Class 6.  

Class 6 consists of non-insider general unsecured creditors.  The
Debtor believes it has no unsecured creditors in this class except
for the residual from Class 5.  

The Debtor has projected to pay Class 6 a monthly payment of $100
with no interest over a period of 36 months.  Payments will
commence upon the effective date of the plan.

The Debtor's sole income comes from rents paid by Alpha
Manufacturing Company, Inc.  Its projected income is $5,720 per
month.  The Debtor intends to use the rent in part to fund its
proposed plan, according to its disclosure statement filed on
November 8.

A copy of the disclosure statement is available for free at
https://is.gd/LCPgan

                  About Dean Young Enterprises

Dean Young Enterprises, LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D.S.C. Case No. 16-04214) on August 19,
2016.  The petition was signed by Dean Young, vice president.  The
case is assigned to Judge David R. Duncan.  At the time of the
filing, the Debtor estimated its assets and debts at $1 million to
$10 million.

The Debtor is represented by Jane H. Downey, Esq. at Moore Taylor
Law Firm, P.A.  The Debtor hired Colliers International South
Carolina, Inc. as its real estate agent.

The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Dean Young Enterprises, LLC.


DENNIS KOLODIN: Plan Confirmation Hearing on Jan. 4
---------------------------------------------------
Judge Brenda K. Martin of the U.S. Bankruptcy Court for the
District of Arizona will convene a hearing on Jan. 4, 2017 at 1:30
p.m., to consider Dennis Kolodin and Catherine Kolodin's disclosure
statement accompanying their plan of reorganization.

Dec. 30, 2014 is fixed as the last day for filing and serving in
accordance with Fed. R. Bankr. P. 3017(a), written objections to
the Disclosure Statement.

The Debtor's Plan of Reorganization dated November 4, 2016, a
full-text copy of which is available at:

      http://bankrupt.com/misc/azb15-07843-128.pdf

provides that Class 9 - Allowed General Unsecured Claims will be
paid the sum of $1,000, pro rata.

The November 4 Plan classified the disputed Claim of Cynthia Futter
under Class 8.  The November 4 Plan provides that upon
confirmation, the stay will be lifted and Ms. Futter can pursue her
claim against Philadelphia Indemnity Insurance Company, who has
accepted defense of the claim.

The Debtors' First Amended Plan dated November 18, 2016, a
full-text copy of which is available at:

      http://bankrupt.com/misc/azb15-07843-134.pdf

removed reference to Ms. Futter's claim and classified claims into
eight classes.  Allowed general unsecured claims, under the
November 18 Plan are classified under Class 8 and will remain to be
paid the sum of $1,000, pro rata.

The Plan will be funded by the contribution of Debtors.

The Debtors are represented by:

     Ronald J. Ellett, Esq.
     ELLETT LAW OFFICES, P.C.
     2999 North 44th Street, Suite 330
     Phoenix, AZ 85018
     Email: rjellett@ellettlaw.com

Dennis Kolodin and Catherine Kolodin sought Chapter 11 (Bankr. D.
Ariz. Case No. 15-07843) on June 24, 2015.

On October 8, 2015, the United States Trustee's office filed a
statement concerning its inability to appoint a committee of
unsecured creditors.


DICKINSON OF SAN ANTONIO: Hires Langley & Banack as Attorneys
-------------------------------------------------------------
Dickinson of San Antonio, Inc., seeks authority from the U.S.
Bankruptcy Court for the Western District of Texas to employ
Langley & Banack, Inc. as attorneys to the Debtor.

Dickinson of San Antonio requires Langley & Banack to represent the
Debtor and its estate in the Chapter 11 Bankruptcy case.

Langley & Banack will be paid at these hourly rates:

     William R. Davis, Jr., Attorney           $350
     Steven  B.  Treu, Attorney                $375
     David  S.  Gragg, Attorney                $450

Langley & Banack will be paid a retainer of $35,240.21, plus filing
fee of $1,717.

Langley & Banack will also be reimbursed for reasonable
out-of-pocket expenses incurred.

William R. Davis, Jr., member of Langley & Banack, Inc., assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

Langley & Banack can be reached at:

     William R. Davis, Jr., Esq.
     LANGLEY & BANACK, INC.
     745 E. Mulberry, Suite 900
     San Antonio, TX 78212
     Tel: (210) 736-6600

                     About Dickinson of San Antonio

Dickinson of San Antonio, Inc., based in San Antonio, TX, filed a
Chapter 11 petition (Bankr. W.D. Tex. Case No. 16-52492) on October
31, 2016. The Hon. Ronald B. King presides over the case. William
R. Davis, Jr., Esq., at Langley & Banack, Inc., to serve as
bankruptcy counsel.

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



DIRECTBUY HOLDINGS: UST Opposes $500,000 Expense Reimbursement
--------------------------------------------------------------
BankruptcyData.com reported that the U.S. Trustee assigned to the
DirectBuy Holdings' case and the official committee of unsecured
creditors filed with the U.S. Bankruptcy Court separate objections
to the Debtors' motion (a) for an order approving the stalking
horse asset purchase agreement and procedures in connection with
the sale of all or substantially all of the Debtors' business
assets and (b) authorizing the sale of all or substantially all of
the Debtors' business assets free and clear of liens, claims and
interests.  The U.S. Trustee asserts, "The U.S. Trustee objects to
those portions of the Motion that seek to pay the Lenders/Owners,
if outbid at auction, an expense reimbursement of $ 500,000.
Expense reimbursements, along with break-up fees are intended to be
incentives for a party to invest time and money to do the due
diligence necessary to make a stalking horse bid, knowing it might
be outbid at the auction and therefore out-of-pocket for its
expenses.  Finally, the U.S. Trustee objects to the provision in
the Asset Purchase Agreement ('APA') that gives this Court
concurrent jurisdiction with the Canadian Court presiding over the
bankruptcy cases of the Canadian subsidiaries of the U.S. Debtor
UCC of Canada, Inc. (the 'Canadian Subsidiaries'), with respect to
any disputes or claims arising in connection with the APA. The
Committee, the Debtors' creditors, the U.S. Trustee and other
parties in interest in these cases should not be forced to attend
hearings in Canada.  The sale is being approved by this Court, not
the Canadian Court, and the U.S. Court should have exclusive
jurisdiction over any disputes relating to the same."

                  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 Nov. 1, 2016.  The Debtors'
corporate headquarters is located at 8450 Broadway, Merrilville,
IN.

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.  Prime Clerk LLC has been
tapped as claims agent.

The U.S. Trustee has named five entities to serve on an official
committee of unsecured creditors of the Debtors.


DOLPHIN DIGITAL: Incurs $11.5 Million Net Loss in Third Quarter
---------------------------------------------------------------
Dolphin Digital Media Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $11.53 million on $1.14 million of total revenues for the three
months ended Sept. 30, 2016, compared to a net loss of $1.44
million on $2.43 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 $22.79 million on $1.17 million of total revenues
compared to a net loss of $5.85 million on $2.47 million of total
revenues for the same period during the prior year.

As of Sept. 30, 2016, Dolphin Digital had $22.68 million in total
assets, $39.61 million in total liabilities and a total
stockholders' deficit of $16.92 million.

As of Sept. 30, 2016 and 2015, the Company had cash available for
working capital of approximately $1.0 million and approximately
$0.8 million, respectively, and a working capital deficit of
approximately $32.9 million and approximately $14.4 million,
respectively.

These factors, the Company said, along with an accumulated deficit
of $85.4 million, raise substantial doubt about the ability of the
Company to continue as a going concern.  The consolidated financial
statements do not include any adjustments that might result from
the outcome of these uncertainties.  

"In this regard, management is planning to raise any necessary
additional funds through loans and additional issuance of its
common stock.  There is no assurance that the Company will be
successful in raising additional capital.  The Company currently
has the rights to several scripts that it intends to obtain
financing to produce and release during 2017.  It will earn a
producer and overhead fee for each of these productions.  There can
be no assurances that such productions will be released or fees
will be realized in future periods.  We expect to begin to generate
cash flows from our other sources of revenue, including the
distribution of at least one web series that, as discussed earlier
has gone into production," as disclosed in the report.

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

                     https://is.gd/PSGStT

                     About Dolphin Digital

Coral Gables, Florida-based Dolphin Digital Media, Inc., is
dedicated to the twin causes of online safety for children and
high quality digital entertainment.  By creating and managing
child-friendly social networking websites utilizing state-of the-
art fingerprint identification technology, Dolphin Digital Media,
Inc. has taken an industry-leading position with respect to
internet safety, as well as digital entertainment.

Dolphin Digital reported a net loss of $4.05 million on $2.99
million of total revenue for the year ended Dec. 31, 2015, compared
to a net loss of $1.87 million on $2.07 million of total revenue
for the year ended Dec. 31, 2014.

BDO USA, LLP, in Miami, Florida, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has suffered recurring
losses from operations, negative cash flows from operations, and
does not have sufficient working capital.  These events raise
substantial doubt about the Company's ability to continue as a
going concern.


E & E ENTERPRISES: Hires Albo & Oblon as Attorney
-------------------------------------------------
E & E Enterprises Global, Inc., seeks authority from the U.S.
Bankruptcy Court for the Eastern District of Virginia to employ
Albo & Oblon, L.L.P. as counsel to the Debtor.

E & E Enterprises requires Albo & Oblon to prosecute the Debtor's
lawsuit against the United States styled E & E Enterprises Global,
Inc. v. United States, No. 1:14-cv-00423-LJB (Fed. Ct. Claims).

Albo & Oblon will be paid at these hourly rates:

     Cyrus E. Phillips, IV            $400
     Other Partners                   $375
     Associates                       $325
     Paralegal/Law Clerks             $125

Albo & Oblon will be paid a retainer in the amount of $15,000.

Albo & Oblon will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Cyrus E. Phillips, IV, member of Albo & Oblon, L.L.P., 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.

Albo & Oblon can be reached at:

     Cyrus E. Phillips, IV, Esq.
     ALBO & OBLON, L.L.P.
     2200 Clarendon Boulevard, Suite 1201
     Arlington, VA 22201-3331
     Tel: (757) 378-2917
     Fax: (703) 312-0415

                       About E & E Enterprises

E & E Enterprises Global, Inc. sought protection under Chapter 11
of the Bankruptcy Code (Bankr. E. D. Va. Case No. 16-50334) on
March 15, 2016. The petition was signed by Ernest Green, Jr.,
president and CEO.

The case is assigned to Judge Frank J. Santoro.

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



ECOSPHERE TECHNOLOGIES: Incurs $1.05-Mil. Net Loss in Third Quarter
-------------------------------------------------------------------
Ecosphere Technologies, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.05 million on $48,632 of total revenues for the
three months ended Sept. 30, 2016, compared to a net loss of $16.22
million on $15,240 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 $6.57 million on $102,061 of total revenues compared to
a net loss of $21.33 million on $35,204 of total revenues for the
same period during the prior year.

As of Sept. 30, 2016, Ecosphere had $2.46 million in total assets,
$13.95 million in total liabilities, $3.94 million in total
redeemable convertible cumulative preferred stock, and a total
deficit of $15.43 million.

"Historically, in the 18 years since inception, Ecosphere often has
had liquidity problems but it has always found financing and new
business to support its operations.  Management believes that it
will do so again although no assurances can be given.  The
unaudited condensed consolidated financial statements do not
include any adjustments relating to the recoverability and
classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the
Company be unable to continue as a going concern.

"In addition to needing capital to support its operations, as of
the date of this Report, Ecosphere has approximately $0.7 million
of its convertible notes payable, notes payable and related party
notes payable due within the next 12 months."

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

                     https://is.gd/nAohck

                About Ecosphere Technologies

Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) --
http://www.ecospheretech.com/-- is a water engineering,
technology licensing and environmental services company that
designs, develops and manufactures wastewater treatment solutions
for industrial markets.  Ecosphere, through its majority-owned
subsidiary Ecosphere Energy Services, LLC, provides energy
exploration companies with an onsite, chemical free method to kill
bacteria and reduce scaling during fracturing and flowback
operations.

Ecosphere reported a net loss of $23.06 million on $721,179 of
total revenues for the year ended Dec. 31, 2015, compared to a net
loss of $11.49 million on $1.11 million of total revenues for the
year ended Dec. 31, 2014.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2015, citing that the Company reported
a net loss of $23.07 million and $11.5 million in 2015 and 2014,
respectively, and cash used in operating activities of $1.76
million and $4.55 million in 2015 and 2014, respectively.  At
Dec. 31, 2015, the Company had a working capital deficiency,
stockholders' deficit and accumulated deficit of $9.32 million,
$12.2 million and $132 million, respectively.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern.


EFT HOLDINGS: Incurs $992,000 Net Loss in Second Quarter
--------------------------------------------------------
EFT Holdings, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $991,867 on $67,977 of net total revenues for the three months
ended Sept. 30, 2016, compared to net income of $3.70 million on
$157,871 of net total revenues for the three months ended Sept. 30,
2015.

For the six months ended Sept. 30, 2016, the Company reported a net
loss of $2.16 million on $160,632 of net total revenues compared to
net income of $2.26 million on $258,238 of net total revenues for
the six months ended Sept. 30, 2015.

As of Sept. 30, 2016, EFT Holdings had $13.26 million in total
assets, $14.50 million in total liabilities and a total deficiency
of $1.24 million.

Historically, cash and cash equivalents and securities available
for sale have been the Company's primary sources of liquidity.  The
Company believes its existing cash and cash equivalents will not be
sufficient to meet its working capital requirements for the next
12-month period.  The working capital position changed to a
deficiency of approximately $12 million at Sept. 30, 2016, compared
to a deficiency of $9.8 million at March 31, 2016 as a result of
the return of $1.0 million advanced to President Jack Qin for the
prepayment of amounts relating to business development activities
planned by the Company and a decrease in cash used in operations.

The Company gives no assurance that it will be able to obtain
further funds required for its continued working capital
requirements.  The Company said its ability to meet its financial
obligations and commitments will depend primarily upon the
continued financial support of its directors and shareholders, the
continued issuance of equity to new shareholders, and its ability
to achieve and maintain profitable operations.

"There is substantial doubt about the Company's ability to continue
as a going concern as the continuation of the Company's business is
dependent upon obtaining further long-term financing and achieving
a profitable level of operations.  The issuance of additional
equity securities by the Company could result in a significant
dilution of the equity interests of its current shareholders.
Obtaining commercial loans, assuming those loans would be
available, will increase the Company's liabilities and future cash
commitments," as stated in the SEC filing.

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

                      https://is.gd/z1q9Sa

                        About EFT Holding

California-based EFT Holdings, Inc., is primarily an e-Business
company designed around the "Business-to-Customer" concept, which
means that the Company's products are sold directly to customers
through its web site.  The Company's "Business-to-Customer" model
differs from the traditional "Business to Business" model where
products are sold to distributors who then sell the products to
ultimate customers.

EFT Holdings reported a net loss of $5.30 million on $968,000 of
net total revenues for the fiscal year ended March 31, 2015,
following a net loss of $20.3 million on $1.80 million of net total
revenues for the year ended March 31, 2014.


ELBIT IMAGING: Unit Closes Second Tranche of Refinancing
--------------------------------------------------------
Elbit Imaging Ltd. announced that its approximately 98% holding
subsidiary, Bucuresti Turism S.A. has reached the effective date
for the drawdown of the second tranche of the loan in the amount of
Euro 12 million under the Amended and Restated Facility Agreement
between BUTU, as borrower, Raiffeisen Bank International A.G and
Raiffeisen Bank S.A., leading international European banks, as
lenders and the Company as guarantor.  Following the drawdown, the
total outstanding amount of the loan is approximately Euro 95
million.

Euro 7 million will be used by the Company for a principal payment
to Bank Hapoalim B.M.

                     About Elbit Imaging

Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
holds investments in real estate and medical companies.  The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.

Elbit Imaging reported a loss of NIS 186.15 million on NIS 1.47
million of revenues for the year ended Dec. 31, 2015, compared to
profit of NIS 1 billion on NIS 461,000 of revenues for the year
ended Dec. 31, 2014.  As of Dec. 31, 2015, Elbit Imaging had NIS
778.25 million in total assets, NIS 758.96 million in total
liabilities and NIS 19.28 million in shareholders' equity.

Since February 2013, Elbit has intensively endeavored to come to
an arrangement with its creditors.  Elbit has said it has been
hanging by a thread for more than five months.  It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets.  In light of the arrangement proceedings, and
according to the demands of most of the bondholders, as well as an
agreement that was signed on March 19, 2013, between Elbit and the
Trustees of six out of eight series of bonds, Elbit is prohibited,
inter alia, from paying off its debts to the financial creditors
-- and as a result a petition to liquidate Elbit was filed, and
Bank Hapoalim has declared its debts immediately payable,
threatening to realize pledges that were given to the Bank on
material assets of the Company -- and Elbit undertook not to sell
material assets of the Company and not to perform any transaction
that is not during its ordinary course of business without giving
an advance notice to the trustees.

Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.

In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M.  The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage.  Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days.  Europe Israel and
Mr. Zisser have also notified the Company that they utterly reject
the Bank's claims and intend to appeal the Court's ruling.


ENUMERAL BIOMEDICAL: Supplements Schedule TO Transaction Statement
------------------------------------------------------------------
Enumeral Biomedical Holdings, Inc. filed an amendment No. 2 to the
tender offer statement on Schedule TO with the U.S. Securities and
Exchange Commission relating to the Company's offer to amend, upon
the terms and subject to the conditions set forth in the Offering
Materials, outstanding warrants to purchase an aggregate of
21,549,510 shares of common stock of the Company at an exercise
price of $2.00 per share, issued to investors participating in the
Company's private placement financing that closed on July 31, 2014.


The Original Warrants of holders who elect to participate in the
Offer to Amend and Exercise will be amended to: (i) receive four
shares of common stock for each warrant exercised rather than one,
(ii) reduce the exercise price to $0.50 per warrant in cash (or
$0.125 per share); (iii) shorten the exercise period so that it
expires concurrently with the expiration of the Offer to Amend and
Exercise at 5:00 p.m. (Eastern Time) on Nov. 29, 2016, as such
expiration date may be extended by the Company in its sole
discretion, or as required by applicable law, (iv) delete any
price-based anti-dilution provisions; (v) restrict the ability of
the holder of shares issuable upon exercise of the Amended Warrants
to sell, make any short sale of, loan, grant any option for the
purchase of, or otherwise dispose of any of such shares without the
prior written consent of the Company for a period of 180 days after
the Expiration Date; and (vi) provide that a holder, acting alone
or with others, will agree not to effect any purchases or sales of
any securities of the Company in any "short sales" as defined in
Rule 200 promulgated under Regulation SHO under the Exchange Act,
or any type of direct and indirect stock pledges, forward sale
contracts, options, puts, calls, short sales, swaps, "put
equivalent positions" or similar arrangements, or sales or other
transactions through non-U.S. broker dealers or foreign regulated
brokers through the expiration of the Lock-Up Period.

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

                    https://is.gd/w4HMIA

                       About Enumeral

Enumeral Biomedical Holdings, Inc., is engaged in the discovery of
monoclonal antibodies and other novel biologics for the diagnosis
and treatment of cancer, infectious and inflammatory diseases.  The
Company is currently focused on developing next generation
antibodies that are more precise in their effects on tumor- and
tissue-inflitrating lymphocyte functions via modulation of
regulatory proteins known as checkpoints.

Enumeral reported net income of $3.29 million in 2015 following a
net loss of $8.17 million in 2014.

As of Sept. 30, 2016, Enumerical had $4.04 million in total assets,
$4.85 million in total liabilities and a total stockholders'
deficit of $807,104.

Friedman LLP, in New York, New York, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing the Company's recurring losses which
raise substantial doubt about its ability to continue as a going
concern.


ERNEST SHEPHERD: Disclosures Okayed, Plan Hearing on Dec. 21
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia will
consider approval of the Chapter 11 plan of reorganization of
Ernest Shepherd at a hearing on December 21, at 11:00 a.m.

The hearing will be held at the U.S. Bankruptcy Court, Courtroom A,
433 Cherry, Street.

The court will also consider at the hearing the final approval of
the Debtor's disclosure statement, which it conditionally approved
on November 10.

The order set a December 15 deadline for creditors to cast their
votes and file their objections.

The Debtor filed the restructuring plan and disclosure statement on
November 4, which proposes to liquidate all of the Debtor's
property to pay its creditors in full.

The Debtor is represented by:

     Christopher W. Terry, Esq.
     STONE & BAXTER, LLP
     Fickling & Company Building
     577 Mulberry Street, Suite 800
     Macon, GA 31201
     Tel: (478) 750-9898
     Fax: (478) 750-9899
     Email: cterry@stoneandbaxter.com

                     About Ernest Shepherd

Ernest W. Shepherd sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M. D. Ga. Case No. 16-50560) on March 14,
2016.  The case is assigned to Judge James P. Smith.


ETRADE FINANCIAL: Egan-Jones Hikes Sr. Unsec. Ratings to BB+
------------------------------------------------------------
Egan-Jones Ratings Company, on Oct. 26, 2016, raised the senior
unsecured ratings on debt issued by E*TRADE Financial Corp to BB+
from BB.

Based in New York, E*TRADE Financial Corporation provides online
brokerage and related products and services primarily to individual
retail investors. The Company's products and services include
investor-focused banking, primarily sweep deposits and savings
products, and asset gathering.




EXCO RESOURCES: Oaktree Discloses 10.9% Stake as of Nov. 18
-----------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, these reporting persons disclosed beneficial ownership
of shares of common stock, par value $0.001 per share, of Exco
Resources, Inc. as of Nov. 18, 2016:

                                      Shares        Percentage
                                   Beneficially        of
Name                                 owned           Shares
----                              ------------    -----------
OCM Principal Opportunities          
Fund IV Delaware, L.P.               8,578,259          3%

OCM Principal Opportunities          
Fund IV Delaware GP Inc.             8,578,259          3%

OCM Principal Opportunities          
Fund IV, L.P.                        8,578,259          3%

OCM Principal Opportunities          
Fund IV GP, L.P.                     8,578,259          3%

OCM Principal Opportunities          
Fund IV GP Ltd.                      8,578,259          3%

OCM Principal Opportunities          
Fund III, L.P.                       1,357,775         0.5%

OCM Principal Opportunities          
Fund IIIA, L.P.                      109,557   Less than 1%

OCM Principal Opportunities          
Fund III GP, L.P.                    1,381,082         0.5%

Oaktree Fund GP I, L.P.             11,123,091         3.9%

Oaktree Capital I, L.P.             11,123,091         3.9%

OCM Holdings I, LLC                 11,123,091         3.9%

Oaktree Holdings, LLC               11,123,091         3.9%
   
OCM EXCO Holdings, LLC              19,823,091         7.0%

Oaktree Capital Management, L.P.    
(formerly Oaktree Capital
Management, LLC)                    30,859,932        10.9%

Oaktree Holdings, Inc.              30,859,932        10.9%

Oaktree Capital Group, LLC          30,859,932        10.9%

Oaktree Capital Group               
Holdings GP, LLC                    30,859,932        10.9%

Oaktree Value Opportunities          
Fund Holdings, L.P.                  1,336,250         0.4%

Oaktree Value Opportunities          
Fund GP, L.P.                        1,336,250         0.4%

Oaktree Value Opportunities          
Fund GP Ltd.                         1,336,250         0.4%

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

                      https://is.gd/C9s9Pq

                      About EXCO Resources

EXCO Resources, Inc. is an oil and natural gas exploration,
exploitation, development and production company headquartered in
Dallas, Texas with principal operations in Texas, North Louisiana
and the Appalachia region.

Additional information about EXCO Resources, Inc. may be obtained
by contacting Tyler Farquharson, EXCO's Vice President of Strategic
Planning, acting Chief Financial Officer and Treasurer, at EXCO's
headquarters, 12377 Merit Drive, Suite 1700, Dallas, TX 75251,
telephone number (214) 368-2084, or by visiting EXCO's Web site at
http://www.excoresources.com/    

As of Sept. 30, 2016, the Company had $685.99 million in total
assets, $1.52 billion in total liabilities and a total
shareholders' deficit of $837.59 million.

EXCO Resources reported a net loss of $1.19 billion for the year
ended Dec. 31, 2015, following net income of $120.7 million for the
year ended Dec. 31, 2014.

"We have recently experienced losses as a result of the recent
decline in oil and natural gas prices, and, as of December 31,
2015, we had negative shareholders' equity of $662.3 million, which
means that our total liabilities exceeded our total assets. We may
not be able to return to profitability in the near future, or at
all, and the continuing existence of negative shareholders' equity
may limit our ability to obtain future debt or equity financing or
to pay future dividends or other distributions.  If we are unable
to obtain financing in the future, it could have a negative effect
on our operations and our liquidity," the Company stated in its
annual report for the year ended Dec. 31, 2015.

                           *    *    *

As reported by the TCR on Oct. 19, 2016, S&P Global Ratings raised
its corporate credit rating on Dallas-based EXCO Resources Inc. to
'CCC+' from 'SD' (selective default). The outlook is negative.
"The rating action follows our review of EXCO's capital structure
and liquidity position following recent debt repurchases, and our
expectations for future restructuring actions," said S&P Global
credit analyst Christine Besset.


EXPERIMENTAL MACHINE: Allowed to Use M&T Bank Cash Until Dec. 17
----------------------------------------------------------------
Judge Nancy V. Alquist of the U.S. Bankruptcy Court for the
District of Maryland authorized Experimental Machine, Inc., to use
cash collateral on an interim basis, through Dec. 17, 2016.

The U.S. Trustee and M&T Bank consented to the Debtor's use of cash
collateral.

M&T Bank alleged hat it is the current holder and owner of certain
liens on certain assets of the Debtor.  M&T Bank also alleged that
all of the Debtor's cash and cash proceeds are subject to M&T
Bank's properly perfected security interest.

Judge Alquist acknowledged that the Debtor has an immediate and
urgent need to use its cash collateral.  She further acknowledged
that the Debtor would not be able to fund its operating expenses,
and its estate and its creditors would suffer irreparable harm
without the use of cash collateral.

The approved Budget for the period Nov. 18, 2016 to Dec. 17, 2016,
provided for total disbursements in the amount of $152,150.

The Debtor is directed to make monthly payments to M&T Bank in the
amount of $5,500, payable in semi-monthly installments of $2,750
each on Dec. 2, 2016 and Dec. 16, 2016.

M&T Bank is granted valid, perfected, enforceable and non-avoidable
first priority replacement liens on all of the Debtor's
post-petition assets, subject to the carve-out.

The carve-out consists of:

     (1) statutory fees payable to the U.S. Trustee; and

     (2) the $8,000 monthly allocation to legal fees on the
approved Budget which amount the Debtor proposed to pay to
Scarlett, Croll & Myers, PA, for deposit into their escrow account
to the extent allowed or later allowed and payable by order of the
Court.

A final hearing on the Debtor's Cash Collateral Motion is scheduled
on Dec. 12, 2016, at 2:00 p.m.  The deadline for the filing of
objections to the Debtor's Motion is set on Dec. 6, 2016 at 4:00
p.m.

A full-text copy of the Consent Order, dated Nov. 23, 2016, is
available at
http://bankrupt.com/misc/ExperimentalMachine2016_1625294_19.pdf

M&T Bank is represented by:

          Michael C. Bolesta, Esq.
          GEBHARDT & SMITH LLP
          One South Street, Suite 2200
          Baltimore, MD 21202

                      About Experimental Machine

Experimental Machine, Inc., filed a chapter 11 petition (Bankr. D.
Md. Case No. 16-25294) on Nov. 18, 2016.  The Debtor is represented
by Michael S. Myers, Esq., at Scarlett, Croll & Myers, P.A.


FIRST WIVES: Hires Mann Solutions as Chief Restructuring Advisor
----------------------------------------------------------------
First Wives Entertainment Limited Liability Company, seeks
authority from the U.S. Bankruptcy Court for the Southern District
of New York to employ Mann Solutions Group as Chief Restructuring
Advisor to the Debtor.

First Wives requires Mann Solutions to:

   (a) serve as the Debtor's lead restructuring advisor reporting
       to the Debtor's managers and lead producers, Paul Lambert
       and Jonas Neilson (the "Managers");

   (b) develop potential restructuring plans or strategic
       alternatives for maximizing the enterprise value of the
       Debtor's assets and opportunities;

   (c) use commercially reasonable efforts to attempt to
       Implement such plan or alternative;

   (d) act with the duties, power and authority generally
       equivalent to that of a chief executive officer, chief
       operating officer and chief financial officer subject to
       the direction of the Managers;

   (e) work collaboratively with the Managers and with the
       Debtors's other professionals in evaluating and
       implementing strategic and tactical options and strategies
       through the Debtor's restructuring process and in
       complying with the procedures and requirements of chapter
       11;

   (f) provide leadership in respect of financial functions
       including, without limitation, strengthening competencies
       in finance including strategic planning, supervision of
       cash management, supervision of general accounting, and
       supervision of financial reporting and information;

   (g) supervise the preparation of all required reporting on
       behalf of the Debtor as debtor-in-possession;

   (h) serve as testifying witness in respect of proceedings in
       the Debtor chapter 11 case and in proceedings therein and
       related thereto;

   (i) serve as the lead representative to negotiate with
       creditors and other parties interested in the chapter 11
       case;

   (j) direct the Debtor's legal, accounting and other
       professionals;

   (k) oversee development and implementation of an operating
       business plan to manage FWE and its assets in chapter 11;

   (l) drive financial and operational performance in conformity
       with the Debtor's business plan and restructuring
       strategies;

   (m) formulate and negotiate with respect to a plan of
       reorganization, sale or other ultimate transaction; and

   (n) perform such other duties as may be required by the
       Managers in furtherance of the chapter 11 case and the
       Debtor's restructuring.

Mann Solutions will be paid at these hourly rates:

     Principals                       $550-640
     Senior Associates                $300-400
     Associates                       $285-385
     Accountants/Consultants          $210-280
     Analysts                         $125-185

Mann Solutions is subject to a monthly cap of $10,000 regardless of
the number of hours or effort expended.

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

Carol S. Mann, member of Mann Solutions Group, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.

Mann Solutions can be reached at:

     Carol S. Mann
     MANN SOLUTIONS GROUP
     56 Byberry Rd
     Hatboro, PA 19040
     Tel: (267) 404-6266

                   About First Wives Entertainment

First Wives Entertainment Limited Liability Company is the holder
of the underlying rights to, and the vehicle through which First
Wives Club, the iconic movie, is being developed as a musical for
the Broadway and global stage, as well as for associated marketing
and merchandising.

On May 5, 2016, Aruba Productions LLC, Arnold Venture Fund L.P. and
Edward H. Arnold filed an involuntary petition under Chapter 7 of
the Bankruptcy Code against First Wives Entertainment Limited
Liability Company.

The Chapter 7 case was converted to a voluntary case under Chapter
11 [Bankr. S.D.N.Y. Case No. 16-11345] on August 23, 2016.

No official committee of unsecured creditors, trustee or examiner
has been appointed in the case as of October 24, 2016.



FRANK W. KERR: Committee Taps BDO USA as Financial Advisor
----------------------------------------------------------
The official committee of unsecured creditors of Frank W. Kerr
Company seeks approval from the U.S. Bankruptcy Court for the
Eastern District of Michigan to hire a financial advisor.

The committee proposes to hire BDO USA, LLP to provide these
services:

     (a) analyze the Debtor's financial operations and the
         financial ramifications of any proposed transactions;   

     (b) conduct any requested financial analysis;

     (c) review the Debtor's monthly statements of operations;

     (d) perform claims analysis and scrutinize cash
         disbursements;   

     (e) perform forensic investigating services to identify
         potential causes of action;

     (f) analyze transactions with insiders and affiliated
         companies of the Debtor;

     (g) analyze transactions with the Debtor's financing
         institutions;

     (h) attend meetings of creditors;

     (i) prepare valuation analysis of the Debtor's business and
         assets;

     (j) prepare alternative business projections relating to the
         valuation of the Debtor's business enterprise;  

     (k) monitor the Debtor's sales process and evaluate sales
         proposals;

     (l) evaluate proposals for debtor-in-possession financing,
         use of cash collateral, exit financing and capital
         raising supporting any plan of reorganization;

     (m) review the financial aspects of a plan of reorganization
         or liquidation submitted by the Debtor; and

     (n) assist counsel in evaluating any tax issues.  

The hourly rates charged by the firm are:
  
     Partners/Managing Directors     $475 - $795
     Directors/Senior Managers       $375 - $525
     Managers/Vice-Presidents        $325 - $425
     Seniors/Analysts                $200 - $350       
     Staff                           $175 - $225

David Berliner, a certified public accountant employed with BDO,
disclosed in a court filing that the firm does not have any
interest adverse to the Debtor's bankruptcy estate or any of its
creditors.

The firm can be reached through:

     David E. Berliner
     BDO USA, LLP
     100 Park Avenue
     New York, NY 10017
     Phone 212-885-8000
     Fax 212-697-1299

                     About Frank W. Kerr Co.

Frank W. Kerr Co. sought Chapter 11 protection (Bankr. E.D. Mich.
Case No. 16-51724) on Aug. 23, 2016.

McDonald Hopkins, PLC serves as the Debtor's legal counsel, and
Epiq Bankruptcy Solutions, LLC as noticing, claims and balloting
agent.  The Debtor hired Conway Mackenzie Management Services, LLC
as restructuring consultant and Jeffrey K. Tischler as chief
restructuring officer.

On September 28, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.


FREESEAS INC: To Hold Annual Meeting on Dec. 22
-----------------------------------------------
The 2016 annual meeting of shareholders of FreeSeas Inc., a
corporation organized under the laws of the Republic of the
Marshall Islands will be held on Dec. 22, 2016, at the principal
executive offices of FreeSeas Inc. at 10, Eleftheriou Venizelou
Street (Panepistimiou Ave.) 106 71, Athens, Greece, at 15:00 Greek
time/12:00 pm Eastern Standard Time.  The purposes of the Annual
Meeting are as follows:

   1. To elect one director of the Company to serve until the 2019
      Annual Meeting of Shareholders;

   2. To consider and vote upon a proposal to ratify the
      appointment of RBSM LLP, as the Company's independent
      registered public accounting firm for the fiscal year ending
      Dec. 31, 2016;

   3. To grant discretionary authority to the Company's board of
      directors to (A) amend the Amended and Restated Articles of
      Incorporation of the Company to effect one or more
      consolidations of the issued and outstanding shares of
      common stock, pursuant to which the shares of common stock
      would be combined and reclassified into one share of common
      stock ratios within the range from 1-for-2 up to 1-for-
      10,000 and (B) determine whether to arrange for the
      disposition of fractional interests by shareholder entitled
      thereto, to pay in cash the fair value of fractions of a
      share of common stock as of the time when those entitled to
      receive those fractions are determined, or to entitle
      shareholder to receive from the Company's transfer agent, in
      lieu of any fractional share, the number of shares of common
      stock rounded up to the next whole number, provided that,
     (X) that the Company will not effect Reverse Stock Splits
      that, in the aggregate, exceeds 1-for-10,000, and (Y) any
      Reverse Stock Split is completed no later than the first
      anniversary of the date of the Annual Meeting;

   4. To approve an amendment to the Amended and Restated Articles
      of Incorporation of the Company to increase the Company's
      authorized shares of common stock from 750,000,000 to
      10,000,000,000; and

   5. To transact such other business as may properly come before
      the Annual Meeting and any adjournments or postponements
      thereof.

The Company's Board of Directors has fixed the close of business on
Nov. 4, 2016, as the record date for determining those shareholders
entitled to notice of, and to vote at, the Annual Meeting and any
adjournments or postponements thereof.

                     About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.

Freeseas reported a net loss of US$52.94 million on US$2.30 million
of operating revenues for the year ended Dec. 31, 2015, compared to
a net loss of US$12.68 million on US$3.77 million of operating
revenues for the year ended Dec. 31, 2014.  As of Dec. 31, 2015,
FreeSeas had US$18.71 million in total assets, US$35.47 million in
total liabilities and a total shareholders' deficit of US$16.76
million.

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2015, citing that the Company has incurred recurring operating
losses and has a working capital deficiency.  In addition, the
Company has failed to meet scheduled payment obligations under its
loan facilities and has not complied with certain covenants
included in its loan agreements and is in default in other
agreements with various counter parties.  Furthermore, the vast
majority of the Company's assets are considered to be highly
illiquid and if the Company were forced to liquidate, the amount
realized by the Company could be substantially lower that the
carrying value of these assets.  These conditions among others
raise substantial doubt about the Company's ability to continue as
a going concern.


FTE NETWORKS: Incurs $1.05 Million Net Loss in Third Quarter
------------------------------------------------------------
FTE Networks, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to common shareholders of $1.05 million on $3.82
million of revenues for the three months ended Sept. 30, 2016,
compared to a net loss attributable to common shareholders of $1.56
million on $4.02 million of revenues for the same period during the
prior year.

For the nine months ended Sept. 30, 2016, the Company reported a
net loss attributable to common shareholders of $3.24 million on
$9.08 million of revenues compared to a net loss attributable to
common shareholders of $3.83 million on $11.44 million of revenues
for the nine months ended Sept. 30, 2015.

As of Sept. 30, 2016, FTE Networks had $13.13 million in total
assets, $22.01 million in total liabilities, $437,380 in total
temporary equity and a total stockholders' deficiency of $9.31
million.

As of Sept. 30, 2016, the Company had an accumulated deficit of
approximately $16 million.  In addition, the Company has a working
capital deficiency of $2.6 million as of Sept. 30, 2016.

Management's plans are to continue to raise additional funds
through the sales of debt and equity.

"There is no assurance that additional financing will be available
when needed or that management will be able to obtain and close
financing, including the aforementioned transactions, on terms
acceptable to the Company and whether the Company will become
profitable and generate positive operating cash flow.  If the
Company is unable to raise sufficient additional funds, it will
have to develop and implement a plan to further extend payables and
reduce overhead until sufficient additional capital is raised to
support further operations.  There can be no assurance that such a
plan will be successful," the Company stated in the report.

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

                      https://is.gd/qidcAz

                       About FTE Networks

FTE Networks, formerly known as Beacon Enterprise Solutions Group,
Inc., is a vertically integrated company with an international
footprint.  Since its inception, FTE Networks has steadily
advanced its management, operational and technical capabilities to
become a leading provider of services to the telecommunications
and wireless sector with a focus on turnkey solutions.  FTE
Networks provides a comprehensive array of services centered on
quality, efficiency and customer service.

FTE Networks reported a net loss attributable to common
shareholders of $3.63 million on $14.4 million of revenues for the
year ended Sept. 30, 2015, compared to net income of $436,000 on
$16.9 million of revenues for the year ended Sept. 30, 2014.


FULLCIRCLE REGISTRY: Incurs $167,000 Net Loss in Third Quarter
--------------------------------------------------------------
FullCircle Registry, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $167,461 on $261,568 of revenues for the three months ended
Sept. 30, 2016, compared to net income of $46,584 on $287,858 of
revenues for the three months ended Sept. 30, 2015.

For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $385,719 on $820,667 of revenues compared to a net loss
of $353,175 on $918,407 of revenues for the same period during the
prior year.

As of Sept. 30, 2016, FullCircle had $5.08 million in total assets,
$6.52 million in total liabilities and a total stockholders'
deficit of $1.43 million.

As of Sept. 30, 2016, the Company had capital commitments of a
mortgage and the digital equipment loan for $4,636,014 for
Georgetown 14 Theater.  The Company is currently focused on
increasing revenues from its operations and reducing debt through
converting notes payable to common stock.

"We may also seek funding from securities purchases or from lenders
offering favorable terms.  No assurance can be given that we will
be able to obtain the total capital necessary to fund our new
business plans.  In such an event, this may have a materially
adverse effect on our business, operating results and financial
condition," the Company stated in the SEC filing.

The Company also currently owes $30,000 in notes payable and
$1,147,480 in notes payable to related parties.  The Company's
auditors have expressed concern that the Company has experienced
losses from operations and negative cash flows from operations
since inception.  The Company has negative working capital and a
capital deficiency at Sept. 30, 2016.  As of Sept. 30, 2016, the
stockholders deficit is $1,438,956 compared to a deficit of
$1,058,200 on Dec. 31, 2015.  These conditions, the auditors said,
raise substantial doubt about the Company's ability to continue as
a going concern.

"The current expansion of the Company's business demands that
significant financial resources be raised to fund capital
expenditures, working capital needs, conversion of the theater into
a restaurant with entertainment and debt service.  Current cash
balances and the realization of accounts receivable will not be
sufficient to fund the Company's current business plan for the next
twelve months.  Consequently, the Company is currently seeking
funds to provide the necessary capital to meet the Company's
expansion needs.  Management continues to negotiate with existing
shareholders, financial institutions, new investors, and other
accredited investors in order to obtain working capital necessary
to meet current and future obligations and commitments.

"Management is confident that these efforts will produce financing
to further the growth of the Company.  Nevertheless, there can be
no assurance that the Company will be able to raise additional
capital on satisfactory terms or at all."

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

                     https://is.gd/UnIXY6

                    About FullCircle Registry

Shelbyville, Kentucky-based FullCircle Registry, Inc., targets the
acquisition of small profitable businesses.  FullCircle Registry,
Inc., has become a holding company with three subsidiaries.  They
are FullCircle Entertainment, Inc., FullCircle Insurance Agency,
Inc. and FullCircle Prescription Services, Inc.  Target companies
for future acquisition are those in search of exit plans for the
owners and are intended to continue autonomous operations as
current ownership is phased out over a period of 3-5 years.

FullCircle reported a net loss of $696,000 on $1.14 million of
revenues for the year ended Dec. 31, 2015, compared to a net loss
of $653,000 on $1.49 million of revenues for the year ended
Dec. 31, 2014.

Somerset CPAs, P.C., in Indianapolis, Indiana, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raises substantial doubt about its ability to continue as a
going concern.


GASTAR EXPLORATION: Initial Closing of Oklahoma Acreage Sale
------------------------------------------------------------
Gastar Exploration Inc. announced the initial closing of the sale
of certain non-core assets located in northeast Canadian and
southeast Kingfisher counties, Oklahoma.  Gastar received $46.4
million in the initial closing and the buyer has placed an
additional $28.3 million into escrow.  Release of escrow funds to
Gastar is subject to certain title curative and other conditions.


As previously disclosed, on Oct. 19, 2016, Gastar entered into a
Purchase and Sale Agreement with Red Bluff Resources Operating,
LLC, a Delaware limited liability company, to sell certain non-core
leasehold interests held by the Company, located primarily in the
northeast region of Canadian County, Oklahoma and in the southeast
region of Kingfisher county, Oklahoma for approximately $71 million
(of which up to $10 million is contingent upon the satisfaction of
certain conditions), subject to certain adjustments.  On Nov. 18,
2016, the Company and Red Bluff executed and delivered two
amendments to the Sale Agreement and entered into a relating
closing agreement, which, among other things, allocated $1.4
million of the purchase price to producing properties with the
remainder of the purchase price to non-producing properties.

Gastar also announced that its regularly scheduled November 2016
revolving credit facility borrowing base redetermination resulted
in a current borrowing base of $85 million, down from $100 million.
Gastar will repay the required $15 million borrowing base
reduction from proceeds of the initial closing of the non-core
acreage sale.  The next regularly scheduled borrowing base
redetermination is to occur in May 2017.

                     About Gastar Exploration

Houston, Texas-based Gastar Exploration Inc. --
http://www.gastar.com/-- is an independent energy company engaged
in the exploration, development and production of oil, condensate,
natural gas and natural gas liquids in the United States.  Gastar's
principal business activities include the identification,
acquisition, and subsequent exploration and development of oil and
natural gas properties with an emphasis on unconventional reserves,
such as shale resource plays.  

Gastar Exploration reported a net loss attributable to common
stockholders of $473.98 million for the year ended Dec. 31, 2015,
compared to net income attributable to common stockholders of
$36.52 million for the year ended Dec. 31, 2014.

As of Sept. 30, 2016, Gastar Exploration had $300.0 million in
total assets, $461.0 million in total liabilities and a total
stockholders' deficit of $161.1 million.

                          *      *      *

As reported by the TCR on March 15, 2016, Standard & Poor's Ratings
Services lowered its corporate credit rating on Gastar Exploration
to 'CCC-' from 'CCC+'.  The downgrade follows Gastar's announcement
that it had just $29 million of cash on hand and a fully drawn
revolver.  The company's borrowing base current stands at $180
million, but will be reduced to $100 million at the earlier of the
close of the Appalachian asset sale or April 10, 2016.  Proceeds
from the Appalachian asset sale are expected to be $80 million.

In June 2016, Moody's Investors Service downgraded the Corporate
Family Rating of Gastar to 'Caa3' from 'Caa1'.  The rating outlook
was changed to 'negative' from 'stable'.  The downgrade of Gastar's
CFR to Caa3 reflects the company's weakened liquidity and reduced
size following the sale of its Appalachian assets in April 2016.


GLOBAL AMENITIES: Hires Nelson as Special Litigation Counsel
------------------------------------------------------------
Global Amenities, LLC, seeks authority from the U.S. Bankruptcy
Court for the District of South Carolina to employ Nelson Mullins
Riley & Scarborough LLP as special litigation counsel to the
Debtor.

Global Amenities requires Nelson to:

   a. assist the Debtor and Debtor's primary bankruptcy counsel,
      Mr. Pohl, prepare all necessary amendments, petitions,
      motions, applications, orders, reports, and papers
      necessary to advance the chapter 11 case only as it may
      apply to the Florida litigation;

   b. advise the Debtor of its rights, powers, and duties as a
      Debtor under chapter 11 of the Bankruptcy Code as they may
      apply to the Florida litigation;

   c. prepare on behalf of the Debtor all motions, applications,
      answers, orders, reports, and papers in connection with the
      administration of the Debtor's estate, as they may apply to
      the Florida litigation;

   d. take action to protect and preserve the Debtor's estate,
      including the prosecution of actions on the Debtor's
      behalf, the defense of actions commenced against the Debtor
      in the chapter 11 case, the negotiation of disputes in
      which the Debtor is involved, and the preparation of
      objections to claims filed against the Debtor, as they may
      apply to the Florida litigation;

   e. prepare the Debtor's disclosure statement and any related
      motions, pleadings, or other documents necessary to solicit
      votes on the Debtor's plan of reorganization as this may
      apply to the Florida litigation;

   f. assist and to prosecute on behalf of the Debtor, any
      proposed chapter 11 plan and seeking approval of all
      transactions contemplated therein and in any amendments
      thereto; and

   g. perform all other necessary legal services in connection
      with the chapter 11 case, in particular as it may apply to
      the Florida litigation. NMRS will take care not to
      duplicate the efforts of the debtor's primary bankruptcy
      counsel.

Nelson will be paid at the hourly rate of $500.

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

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

George B. Cauthen, member of Nelson Mullins Riley & Scarborough
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.

Nelson can be reached at:

     George B. Cauthen, Esq.
     NELSON MULLINS RILEY & SCARBOROUGH LLP
     1320 Main Street, 17th Floor
     Columbia, SC 29201
     Tel: (803) 799-2000
     E-mail: George.cauthen@nelsonmullins.com

                     About Global Amenities

Global Amenities, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.S.C. Case No. 16-04635) on September 13,
2016. The petition was signed by Andrew Manios, managing member.

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



GLOBAL HEALTHCARE: Posts $314,000 Net Income for Third Quarter
--------------------------------------------------------------
Global Healthcare REIT, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing
net income of $313,822 on $850,520 of rental revenue for the three
months ended Sept. 30, 2016, compared to a net loss of $734,318 on
$978,648 of rental revenue for the same period a year ago.

For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $411,666 on $2.31 million of rental revenue compared to
a net loss of $1.04 million on $3.26 million of rental revenue for
the nine months ended Sept. 30, 2015.

As of Sept. 30, 2016, Global Healthcare had $38.29 million in total
assets, $33.01 million in total liabilities and $5.28 million in
total equity.

Throughout its history, the Company has experienced shortages in
working capital and has relied, from time to time, upon sales of
properties and debt and equity securities to meet cash demands.

At Sept. 30, 2016, the Company had cash and cash equivalents of
$1.4 million on hand.  In June 2016, the Company sold its Greene
Point facility for gross cash proceeds of $3.8 million.  A portion
of the proceeds were used to pay off an existing mortgage related
to the facility in the amount of $1.7 million and related
subordinated debt of $367,500.  The Company's liquidity is expected
to increase from potential equity and debt offerings and decrease
as net offering proceeds are expended in connection with the
acquisition of properties.  The Company's continuing short-term
liquidity requirements consisting primarily of operating expenses
and debt service requirements, excluding balloon payments at
maturity, are expected to be achieved from rental revenues received
and existing cash on hand.  The Company plans to renew senior debts
that mature during 2016, as the Company's projected cash flow from
operations will be insufficient to retire the debt. The Company's
restricted cash approximated $0.6 million as of Sept. 30, 2016,
which is to be expended on debt service associated with its
Southern Hills Retirement Center.

The Company has an agreement for the Goodwill facility that should
start generating revenues in January 2017 after the new operator
has completed renovations and obtained necessary licenses and
permits.  The Company also has an agreement from the senior lender
to extend and modify the Goodwill senior loan to require interest
only payments for six months.  An agreement is also in place at
Golden Years in which the Company makes advances to the operator to
cover operating deficits until operations at the facility
sufficiently recover.  The operator has initiated over $400,000 in
property improvements, which will be complete by year-end.  The
Company's advances will reimbursed by any operating surpluses prior
to commencement of the lease.  Any remaining unreimbursed advances
after twelve months will not be recovered and either party has the
option to reject the lease prior to commencement.  The Company
expects all advances to be repaid and the lease to commence in
April 2017.

Cash used in operating activities was $506,278 for the nine months
ended Sept. 30, 2016, compared to cash provided by operating
activities of $369,106 for the nine months ended Sept. 30, 2015.
Cash flows provided by operations was primarily impacted by the
decrease in rental revenues received during the first quarter of
2016 as a result of the bankruptcy filing of a lease operator and
the closure of one facility.

Cash provided by investing activities was $2,672,738 for the nine
month period ended Sept. 30, 2016, compared to cash provided by
investing activities of $471,771 for the nine month period ended
Sept. 30, 2015.  For the nine months ended Sept. 30, 2016, the
Company collected the total carrying value of a note receivable
with a related party in the amount of $573,428 and received
proceeds of $2,112,970 from the sale of the Company's Greene Point
facility.  For the nine months ended Sept. 30, 2015, the Company
issued a note receivable of $350,000 to a nursing home operator,
collected $574,719 from notes receivable to related parties,
received back a $450,000 earnest money on deposit related to a
potential acquisition and incurred capital expenditures of $328,651
related to the Company's Southern Hills Retirement Center.

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

                     https://is.gd/hmCTH4

                  About Global Healthcare REIT

Global Healthcare REIT, Inc., operates as a real estate investment
trust (REIT) for the purpose of investing in real estate and other
assets related to the healthcare industry.  The Company acquires,
develops, leases, manages and disposes of healthcare real estate,
and provides financing to healthcare providers.

Global Healthcare reported a net loss attributable to common
stockholders of $3.36 million for the year ended Dec. 31, 2015,
compared to net income attributable to common stockholders of $1.31
million for the year ended Dec. 31, 2014.

                        *   *    *

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


GLYECO INC: Incurs $699,000 Net Loss in Third Quarter
-----------------------------------------------------
lyeco, Inc. filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing a net loss of $699,091 on
$1.38 million of net sales for the three months ended Sept. 30,
2016, compared to a net loss of $735,694 on $2.14 million of net
sales for the three months ended Sept. 30, 2015.

For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $2.54 million on $4.14 million of net sales compared to
a net loss of $2.79 million on $5.52 million of net sales for the
same period a year ago.

As of Sept. 30, 2016, GyleCo had $5.73 million in total assets,
$1.31 million in total liabilities and $4.42 million in total
stockholders' equity.

"We assess our liquidity in terms of our ability to generate cash
to fund our operating, investing and financing activities.
Significant factors affecting the management of liquidity are cash
flows generated from operating activities, capital expenditures,
and acquisitions of businesses and technologies.  Cash provided
from financing continues to be the Company's primary source of
funds.  We believe that we can raise adequate funds through
issuance of equity or debt as necessary to continue to support our
planned expansion," the Company said.

For the nine months ended Sept. 30, 2016, and 2015, net cash used
in operating activities was $1,918,821 and $2,592,914,
respectively.  The decrease in cash used in operating activities is
due to the decrease in the Company's net loss as well as
significant period over period changes in accounts receivables,
inventories, accounts payable and accrued expenses and depreciation
and amortization.  For the nine months ended
Sept. 30, 2016, the Company used $449,698 in cash for investing
activities, compared to the $143,389 used in the prior year's
period.  These amounts were comprised of capital expenditures for
equipment as well as the acquisition of Brian's On-Site Recycling.
For the nine months ended Sept. 30, 2016 and 2015, the Company
received $2,802,105 and $3,300,676, respectively, in cash from
financing activities.  The decrease is due to the funds received
from a private placement offering in February 2015 exceeding the
funds received from the rights offering conducted in February 2016,
which are both discussed further below, as well as the repayment of
debt.

As of Sept. 30, 2016, the Company had $2,790,006 in current assets,
including $1,710,273 in cash, $657,827 in accounts receivable and
$235,990 in inventories.  Cash increased from $1,276,687 as of Dec.
31, 2015, to $1,710,273 as of Sept. 30, 2016, primarily due to the
rights offering in February 2016.

As of Sept. 30, 2016, the Company had total current liabilities of
$1,161,241 consisting primarily of accounts payable and accrued
expenses of $907,864.  As of Sept. 30, 2016, the Company had total
non-current liabilities of $191,067, consisting primarily of the
non-current portion of the Company's notes payable obligations of
$186,298.  

As of Sept. 30, 2016, the Company has yet to achieve profitable
operations and is dependent on its ability to raise capital from
stockholders or other sources to sustain operations and to
ultimately achieve profitable operations.

"Our plans to address these matters include achieving profitable
operations, raising additional financing through offering our
shares of the Company's capital stock in private and/or public
offerings of our securities and through debt financing if available
and needed.  There can be no assurances, however, that the Company
will be able to obtain any financings or that such financings will
be sufficient to sustain our business operation or permit the
Company to implement our intended business strategy.  We plan to
achieve profitable operations through the implementation of
operating efficiencies at our facilities and increased revenue
through the offering of additional products and the expansion of
our geographic footprint through acquisitions, broader distribution
from our current facilities and/or the opening of additional
facilities," the Company stated.

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

                     https://is.gd/9LAvxj

                      About GlyEco, Inc.

Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.

GlyEco reported a net loss available to common shareholders of
$12.5 million on $7.36 million of net sales for the year ended Dec.
31, 2015, compared to a net loss available to common shareholders
of $8.73 million on $5.89 million of net sales for the year ended
Dec. 31, 2014.

KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that
the Company has had recurring losses from operations, has negative
operating cash flows during the year ended Dec. 31, 2015, and has
an accumulated deficit of $34,550,503 as of Dec. 31, 2015.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.


GRIZZLY LAND: Ch. 11 Trustee Wants to Use RAB Cash Until Sept. 30
-----------------------------------------------------------------
Edward B. Cordes, Chapter 11 Trustee for Grizzly Land, LLC, asks
the U.S. Bankruptcy Court for the District of Colorado for
authorization to use the cash collateral of Rabo AgriFinance LLC,
f/k/a Rabo Agrifinance, Inc., through Sept. 30, 2017.

The Chapter 11 Trustee relates that since his appointment, and with
the knowledge and consent of Rabo AgriFinance, the Chapter 11
Trustee has been using Rabo AgriFinance's cash collateral to
operate the Debtor's ranching business and associated natural
resource assets in the ordinary course of business, to protect,
preserve and enhance the value of the estate.  

The Chapter 11 Trustee further relates that until recently, Rabo
AgriFinance had informally agreed to the Chapter 11 Trustee's use
of cash collateral by its course of conduct, presumably because
of:

     (1) the substantial equity cushion that Rabo AgriFinance
enjoys;

     (2) the Chapter 11 Trustee was protecting the value of Rabo
AgriFinance's physical collateral through his judicious use of cash
collateral; and

     (3) the good faith voluntary payments the Chapter 11 Trustee
has made to Rabo AgriFinance since his appointment.

The Chapter 11 Trustee says that notwithstanding the absence of a
formal written cash collateral agreement, since early June 2016,
the Chapter 11 Trustee has already paid Rabo AgriFinance
approximately $468,000 in an effort to adequately protect Rabo
AgriFinance’s interest in the Debtor’s collateral.  The Chapter
11  Trustee further says that considering that the prepetition
payments to Rabo AgriFinance were approximately $50,000 per month,
the Chapter 11 Trustee has paid Rabo AgriFinance approximately 9
months of payments over the 6 months of his appointment.

The Chapter 11 Trustee contends that he has attempted to negotiate
a  detailed written agreement regarding the Chapter 11 Trustee's
use of cash collateral with Rabo AgriFinance, but so far the
parties have been unable to reach mutually-acceptable terms.   He
further contends that pursuant to the Court's Interim Compensation
Order, Rabo AgriFinance asserted its informal objection to the
Trustee's request to make partial interim payments to estate
professionals.  The Chapter 11 Trustee adds that in its objection,
Rabo AgriFinance argued that any such payment would necessarily
come from its cash collateral, and it now is unwilling to allow
such payment to be made in the absence of a written agreement
regarding cash collateral.

The Chapter 11 Trustee tells the Court that it needs to use cash
collateral in order to protect, preserve, and prepare the Debtor's
high-end ranching business and substantial natural resource assets
for marketing in the late Spring of 2017 with an anticipated
closing of a sale in Summer or early Fall 2017.  To maximize the
ranch value, the Chapter 11 Trustee anticipates marketing it in the
late Spring 2017 with, hopefully, a sale contract in place in mid
to late June/early July, with an expected closing to follow 45 to
60 days after the contract date.

The Chapter 11 Trustee's proposed Budget covers the months of
November 2016 through September 2017, and projects total expenses
in the amount of $1,002,983.

The Chapter 11 Trustee proposes to pay regular interest, costs and
the monthly principal payment of $21,00 for the month of December
2016, to Rabo AgriFinance.  For the following months through
September 2017, he proposes to make regular interest only payments
as set forth in the Rabo AgriFinance Loan Documents.

The Chapter 11 Trustee further proposes to grant Rabo AgriFinance
with a superpriority claim to the extent of any identifiable and
ascertainable diminution in value occurring after the Petition
Date, as well as a junior priority replacement lien on, and
security interest in, all property of the bankruptcy estate.

The Chapter 11 Trustee tells the Court that it intends to provide
Rabo AgriFinance with evidence that the Rabo AgriFinance Collateral
is adequately insured and that such insurance will name Rabo
AgriFinance as an additional insured.

A full-text copy of the Debtor's Motion, dated Nov. 23, 2016, is
available at
http://bankrupt.com/misc/GrizzlyLand2016_1611757jgr_146.pdf

A full-text copy of the Debtor's proposed Budget, dated Nov. 23,
2016, is available at
http://bankrupt.com/misc/GrizzlyLand2016_1611757jgr_146_2.pdf

                     About Grizzly Land

Grizzly Land LLC sought Chapter 11 protection (Bankr. D. Col. Case
No. 16-11757) in Denver on March 1, 2016.  Judge Thomas B. McNamara
is assigned to the case.  The petition was signed by Kirk A.
Shiner, DVM, manager.  The Debtor estimated $10 million to $50
million in assets and debt. Lee M. Kutner, Esq., at Kutner Brinen
Garber, P.C., serves as counsel to the Debtor.


GTT COMMUNICATIONS: Moody's Confirms B2 CFR on Hibernia Deal
------------------------------------------------------------
Moody's Investors Service has confirmed GTT Communications, Inc.'s
B2 corporate family rating following the expected closing of its
acquisition of Hibernia.  To finance the acquisition as well as its
repay existing debt, GTT will raise approximately
$1 billion of new debt and contribute $75 million of equity.
Moody's has also upgraded the company's probability of default
rating (PDR) to B2-PD from B3-PD, assigned senior secured rating of
B1 and assigned a Caa1 rating to GTT's proposed unsecured notes
offering.  Moody's has also changed GTT's speculative grade
liquidity rating to SGL-2 from SGL-1 and changed the outlook to
stable.  The ratings are contingent upon Moody's review of final
documentation and no material change in the terms and conditions of
the debt as advised to Moody's.  These actions conclude the review
for downgrade that was initiated on Nov. 9, 2016.

The review was prompted by GTT's agreement to purchase Hibernia
Networks, a provider of international network infrastructure, for
$590 million.  Although GTT's leverage will rise above Moody's
limit of 5x (Moody's Adjusted) for GTT's B2 rating, EBITDA growth
as a result of network and SG&A synergies and sales growth will
bring leverage back below 5x over the next 12 to 18 months.
Further, following the transaction GTT's scale and asset coverage
will improve which could allow for greater tolerance over time.
The addition of Hibernia will boost GTT's margins because
Hibernia's business has a 35% EBITDA margin versus GTT's margins in
the low 20% range.  With fiber ownership, Moody's expects GTT's
margins to improve but due to Hibernia's low utilization levels,
capex should only rise modestly to 6-7% of combined revenues.
Moody's expects GTT's liquidity to remain very good, enhanced by an
upsized $75 million revolving credit facility and we expect the
company to continue to generate meaningful positive cash flow.

Issuer: GTT Communications, Inc.

Assignments:
  Senior Secured Term Loan B, Assigned B1 (LGD3)
  Senior Secured Revolving Credit Facility, Assigned B1 (LGD3)
  Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD5)

Confirmations:
  Corporate Family Rating, Confirmed at B2

Upgrades:
  Probability of Default Rating, Upgraded to B2-PD from B3-PD

Downgrades:
  Speculative Grade Liquidity Rating, Downgraded to SGL-2 from
   SGL-1

Withdrawals:
  Senior Secured Term Loan B due 2022, Withdrawn , previously
   rated B2 (LGD3)
  Senior Secured 1st Lien Revolving Credit Facility due 2020,
   Withdrawn , previously rated B2 (LGD3)

Outlook Actions:
  Outlook, Changed To Stable From Rating Under Review

                         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 7% of revenue and improving margin profile result
in meaningful excess cash flows.

The company's acquisitive strategy, small scale and low asset
coverage (although improving) relative to its debt load constrain
the rating.  Pro-forma for the pending Hibernia acquisition, GTT
has taken steps to mitigate these limiting factors.  Annualized for
the quarter ending 9/30/16 Hibernia generated over
$180 million in revenues, which puts GTT on pace to achieve its
goal of $1 billion in revenue over the next few years.
Additionally, asset coverage will improve following the Hibernia
acquisition and ownership of key undersea fiber cables.  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 expects GTT to have good liquidity over the next twelve
months and expects the company to have approximately $20 million of
cash on the balance sheet and an undrawn $75 million revolving
credit facility following the close of the transaction.  Moody's
expects GTT to draw on the credit facility opportunistically to
fund small, tuck-in acquisitions.  The revolver will contain a
maximum senior secured leverage covenant, which Moody's expects to
be set with ample cushion in the new credit agreement.

The ratings for debt instruments reflect both the probability of
default of GTT, to which Moody's assigns a PDR of B2-PD, and
individual loss given assessments.  The senior secured credit
facilities are rated B1 (LGD3, 35%), one notch above the CFR, given
the support from the unsecured notes.  The notes are rated Caa1
(LGD5, 88%), two notches below the CFR.

The B2 rating could upgraded if leverage falls below 4x (Moody's
adjusted) and free cash flow to debt exceeds 10%.  The rating could
be downgraded if liquidity becomes strained, if free cash flow is
negative or if leverage is sustained above 5x (Moody's adjusted).

The principal methodology used in these ratings was "Global
Telecommunications Industry" published in December 2010.

Based in McLean, VA., GTT 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 $500 million in revenue.



GULFMARK OFFSHORE: Adds Exclusive Forum Selection to Bylaws
-----------------------------------------------------------
The Board of Directors of GulfMark Offshore, Inc., approved an
amendment, effective Nov. 21, 2016, to the Company's bylaws to add
an exclusive forum selection provision as new Section 7.7 and an
enforceability provision as new Section 7.8. Pursuant to new
Section 7.7, unless the Company consents to the selection of an
alternative forum, the sole and exclusive forum for (i) any
derivative action or proceeding brought on behalf of the Company,
(ii) any action asserting a claim for breach of a fiduciary duty
owed by any director, officer, employee, stockholder or other agent
of the Company to the Company or the Company's stakeholders, (iii)
any action arising or asserting a claim arising pursuant to any
provision of the General Corporation Law of Delaware or the
Certificate of Incorporation or bylaws or as to which the DGCL
confers jurisdiction on the Court of Chancery of the State of
Delaware or (iv) any action asserting a claim governed by the
internal affairs doctrine shall be the Court of Chancery of the
State of Delaware (or, if the Court of Chancery does not have
jurisdiction, another state or federal court located in the State
of Delaware).  Section 7.7 also provides that any person or entity
purchasing or otherwise acquiring any interest in securities of the
Company will be deemed to have consented to those provisions.
Section 7.8 provides for the severability of any provision of
Article VII of the bylaws that is held to be invalid, illegal or
unenforceable and the enforceability of the remainder thereof.

                         About Gulfmark
  
GulfMark Offshore, Inc., a Delaware corporation, was incorporated
in 1996.  The Company provides offshore marine support and
transportation services primarily to companies involved in the
offshore exploration and production of oil and natural gas.  The
Company's vessels transport materials, supplies and personnel to
offshore facilities, and also move and position drilling and
production facilities.  The majority of our operations are
conducted in the North Sea, offshore Southeast Asia and offshore
the Americas.  The Company currently operates a fleet of 73 owned
or managed offshore supply vessels, or OSVs, in the following
regions: 30 vessels in the North Sea, 13 vessels offshore Southeast
Asia, and 30 vessels offshore the Americas.  The Company's fleet is
one of the world's youngest, largest and most geographically
balanced, high specification OSV fleets.  The Company's owned
vessels have an average age of approximately nine years.

Gulfmark reported a net loss of $215 million in 2015 following net
income of $62.4 million in 2014.

As of Sept. 30, 2016, GulfMark had $1.10 billion in total assets,
$583.9 million in total liabilities and $518.3 million in total
stockholders' equity.

                          *     *     *

As reported by the TCR on March 15, 2016, Standard & Poor's Ratings
Services lowered its corporate credit rating on Houston-based,
marine transportation services company GulfMark Offshore Inc. to
'CCC' from 'B-'.

The TCR also reported on Feb. 26, 2016, that Moody's Investors
Service downgraded GulfMark Offshore Inc.'s (GulfMark) Corporate
Family Rating (CFR) to Caa3 from B3, Probability of Default Rating
(PDR) to Caa3-PD from B3-PD, and senior unsecured notes to Ca from
Caa1.


GULFMARK OFFSHORE: Has Tender Offer for $300M Sr. Notes Due 2022
----------------------------------------------------------------
GulfMark Offshore, Inc., announced a tender offer to purchase for
cash up to $300 million in aggregate principal amount of its
outstanding 6.375% Senior Notes due 2022.  The tender offer will be
funded by a new money investment from MFP Partners, L.P. and
Franklin Mutual Advisers, LLC that will be conditioned upon the
closing of the tender offer and will take the form of a new $100
million secured term loan facility, a $100 million revolver to
refinance the existing revolver and at least $50 million, in the
aggregate, in new equity.  The tender offer is being made upon, and
is subject to, the terms and the other conditions set forth in the
Offer to Purchase, dated Nov. 23, 2016, and the related Letter of
Transmittal.

In connection with the tender offer and new equity investment from
MFP Partners, L.P. and funds advised by Franklin Mutual Advisers,
LLC, the Company and Raging Capital Management, LLC have entered
into (i) a Tender Support Agreement, pursuant to which Raging
Capital has committed, among other things, to tender $85 million in
aggregate principal amount of Notes in the tender offer and (ii) a
Voting Agreement, pursuant to which Raging Capital has agreed to,
among other things, vote its capital stock in the Company in favor
of the approval of the issuance of the shares of Class A Common
Stock issuable upon the conversion of the Series A Preferred
Stock.

Subsequent to the closing of the tender offer, the Company will
launch a stockholder rights offering to allow all of its
stockholders to participate in a restructured GulfMark at the same
equity price provided to the investors.  There can be no assurance
that the stockholder rights offering will be completed.

Quintin Kneen, president and CEO, commented, "Our business is in a
difficult and extended downturn due to an unprecedented decrease in
the global demand for offshore drilling combined with a material
increase in the supply of offshore support vessels.

"We are excited about the opportunity to partner with MFP Partners
and Franklin Mutual Advisors to raise new capital in a transaction
that benefits all stakeholders.  The proposed transaction
significantly reduces our indebtedness and increases our near-term
liquidity as this industry works to correct this crippling
oversupply of vessels," Kneen concluded.

The tender offer will expire at 11:59 p.m., New York City time, on
Dec. 21, 2016 (such date and time, as it may be extended, the
"Expiration Date"), unless extended or earlier terminated.  Holders
of Notes that are validly tendered prior to 5:00 p.m., New York
City time, on Dec. 7, 2016 (such date and time, as it may be
extended, the "Early Tender Date") and accepted for purchase will
receive $500.00 for each $1,000.00 principal amount of Notes (the
"Total Consideration"), which includes the early tender premium of
$20.00 for each $1,000.00 principal amount of Notes validly
tendered.  Holders tendering Notes after the Early Tender Date but
before the Expiration Date will be eligible to receive $480.00 for
each $1,000.00 principal amount of Notes.  No tenders submitted
after the Expiration Date will be valid.

The settlement date for Notes validly tendered before the
Expiration Date will occur promptly following the Expiration Date
and is expected to be Dec. 22, 2016, assuming that the Expiration
Date is not extended.  GulfMark will pay accrued and unpaid
interest from and including the last interest payment date for the
Notes (Sept. 15, 2016) up to, but not including, the settlement
date for Notes accepted for purchase.

Tendered Notes may be withdrawn from the tender offer prior to 5:00
p.m., New York City time, on Dec. 7, 2016 (such date and time, as
it may be extended, the "Withdrawal Deadline").  Holders of Notes
who validly tender their Notes after the Withdrawal Deadline but
before the Expiration Date may not withdraw their Notes except in
the limited circumstances described in the Offer to Purchase.

The tender offer is also conditioned upon the satisfaction or
waiver of the financing condition described in the Offer to
Purchase and certain other conditions.  Subject to applicable law,
GulfMark may also terminate the tender offer at any time before the
Expiration Date.

The Company has retained Miller Buckfire & Co., LLC, a subsidiary
of Stifel Financial, to serve as Dealer Manager for the Tender
Offer.  Questions regarding the Tender Offer may be directed to
Kevin Haggard at (212) 895-1883 or Chris Weyers at (212) 847-6480.
The information agent and tender agent is D.F. King & Co., Inc.
Copies of the Offer to Purchase, Letter of Transmittal and related
tender offer materials are available by contacting D.F. King & Co.,
Inc. at (800) 755-7250 (toll-free), (212) 269-5550 (banks and
brokers) or email GLF@dfking.com.

The tender offer for the Notes is only being made pursuant to the
tender offer documents, including the Offer to Purchase that
GulfMark is distributing to holders of the Notes.  The tender offer
is not being made to holders in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction.  In any
jurisdiction in which the tender offer is required to be made by a
licensed broker or dealer, it will be deemed to be made by the
dealer managers or any other licensed broker or dealer on behalf of
GulfMark.

GulfMark Offshore, Inc. provides marine transportation services to
the energy industry through a fleet of offshore support vessels
serving every major offshore energy industry market in the world.

MFP Partners, L.P. is a private investment fund based in New York
that focuses on long-term, value investment opportunities.  MFP
Investors LLC serves as the general partner to MFP Partners, L.P.
and is an SEC registered investment adviser controlled by Michael
F. Price.

Franklin Mutual Advisers, LLC is a wholly-owned indirect subsidiary
of Franklin Resources, Inc., a California-based global investment
management organization.

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

                     https://is.gd/IhfnOr

                        About Gulfmark
  
GulfMark Offshore, Inc., a Delaware corporation, was incorporated
in 1996.  The Company provides offshore marine support and
transportation services primarily to companies involved in the
offshore exploration and production of oil and natural gas.  The
Company's vessels transport materials, supplies and personnel to
offshore facilities, and also move and position drilling and
production facilities.  The majority of our operations are
conducted in the North Sea, offshore Southeast Asia and offshore
the Americas.  The Company currently operates a fleet of 73 owned
or managed offshore supply vessels, or OSVs, in the following
regions: 30 vessels in the North Sea, 13 vessels offshore Southeast
Asia, and 30 vessels offshore the Americas.  The Company's fleet is
one of the world's youngest, largest and most geographically
balanced, high specification OSV fleets.  The Company's owned
vessels have an average age of approximately nine years.

Gulfmark reported a net loss of $215 million in 2015 following net
income of $62.4 million in 2014.

As of Sept. 30, 2016, GulfMark had $1.10 billion in total assets,
$583.9 million in total liabilities and $518.3 million in total
stockholders' equity.

                           *     *     *

As reported by the TCR on March 15, 2016, Standard & Poor's Ratings
Services lowered its corporate credit rating on Houston-based,
marine transportation services company GulfMark Offshore Inc. to
'CCC' from 'B-'.

The TCR also reported on Feb. 26, 2016, that Moody's Investors
Service downgraded GulfMark Offshore Inc.'s (GulfMark) Corporate
Family Rating (CFR) to Caa3 from B3, Probability of Default Rating
(PDR) to Caa3-PD from B3-PD, and senior unsecured notes to Ca from
Caa1.


GULFMARK OFFSHORE: S&P Lowers CCR to 'CC' on Tender Offer
---------------------------------------------------------
S&P Global Ratings said that it lowered its corporate credit rating
on U.S.-based offshore service provider GulfMark Offshore Inc. to
'CC' from 'CCC'.  The rating outlook is negative.

At the same time, S&P lowered its issue-level rating on GulfMark
Offshore's senior unsecured notes to 'CC' from 'CCC+'.  The
recovery rating remains '2', indicating S&P's expectation for
substantial recovery (70%-90%; lower half of the range) for
debtholders in the event of a payment default.

"The downgrade follows GulfMark Offshore's announcement that it has
offered to purchase up to $300 million of its 6.375% senior
unsecured notes due 2022 at about 48% of par," said S&P Global
Ratings' credit analyst Kevin Kwok.  "We view the offer as
tantamount to default because debtholders will receive less value
than promised on the original securities, and the offer is
distressed rather than purely opportunistic."  The tender offer
expires on Dec. 21, 2016, and a minimum of $250 million must be
tendered for the transaction to close.

The negative outlook reflects S&P's expectation that it would lower
the corporate credit rating if the company completes the announced
tender as proposed.

Once the transaction closes, S&P expects to lower the corporate
credit rating to 'SD' (selective default) and the issue-level
rating on the senior unsecured notes to 'D'.  S&P would then
reevaluate the entity under its new capital structure and consider
an upgrade if S&P believes it is no longer pursuing distressed
transactions.

S&P could raise the ratings if the transaction doesn't close.



GUSTAVO ARANGO: Unsecureds To Recover 12% Under Plan
----------------------------------------------------
Gustavo Arango, Inc., filed with the U.S. Bankruptcy Court for the
District of Puerto Rico a disclosure statement referring to the
Debtor's plan of reorganization.

General unsecured claims against the Debtor total $19,775.17,
consisting mainly of unsecured claims of governmental entities and
utility claims.  

Class 6 Other General unsecured Claims totaling $252.  As of Nov.
16, 2016, no claims have been filed under this class.  Members of
this class will be paid 12% of their allowed claims in 60 equal
consecutive monthly installments for the Effective Date.  This
class is impaired.

The Plan will be funded with the Debtor's own assets, the
collection of any account receivables, the Debtor's cash in bank
and funds from the Debtor's operations.  If needed, Gustavo Arango
will provide additional capital input.

         Plan Outline Has Conditional Approval

U.S. Bankruptcy Judge Brian K. Tester in Puerto Rico conditionally
approved the disclosure statement and allowed the Debtor to solicit
acceptances or rejections of the Plan.

A hearing for the consideration of the final approval of the
Disclosure Statement and the confirmation of the Plan and of
objectionsas may be made to either will be held on December 14,
2016, at 09:00 A.M.

Acceptances or rejections of the Plan may be filed in writing on/or
before 10 days prior to the Plan confirmation hearing date.  Any
objection to the final approval of the Disclosure Statement and/or
the confirmation of the Plan must also be filed on/or before 10
days prior to the Plan confirmation hearing date.

The Disclosure Statement is available at:

            http://bankrupt.com/misc/prb16-05118-39.pdf

Gustavo Arango, Inc., is a corporation organized under the laws of
the Commonwealth of Puerto Rico on Jan. 23, 1990.  It was created
by Gustavo A. Arango, a prestigious fashion designer.  The Debtor's
main business is to design, manufacture and make haute couture
designs tailored specially to its client's needs.  The business of
the Debtor is centered at its atelier and flaship store located at
Ave. Roosevelt 1334, Puerto Nuevo, San juan, P.R. 00920.

The Debtor filed a Chapter 11 petition (Bankr. D. P.R. Case No.
16-05118) on June 28, 2016, and is represented by Carmen D. Conde
Torres, Esq. of C. Conde & Assoc.  The Hon. Brian K. Tester
presides over the case.


HAMPSHIRE GROUP: Asks Court to Extend Bankr. Stay to Execs
----------------------------------------------------------
Matt Chiappardi, writing for Bankruptcy Law360, reported that
Hampshire Group Ltd. has asked U.S. bankruptcy court in Delaware to
extend Chapter 11's litigation shield to two of the company's top
executives, to protect them from more than $3 million worth of
collection efforts by their South Korean supplier.  Hampshire said
its CEO Paul Buxbaum and Director and interim Chief Financial
Officer William Drozdowski to be afforded the same automatic stay
protections that debtors in Chapter 11 proceedings receive, which
would halt litigation and collection efforts.

                      About Hampshire Group

New York-based Hampshire Group, Limited (OTC Markets: HAMP) is a
provider of fashion apparel across a broad range of product
categories, channels of distribution and price points.  As a
holding company, the Company operates through its wholly-owned
subsidiaries, Hampshire Brands, Inc. and Hampshire International,
LLC.  

Hampshire Group, Limited and two affiliates -- Hampshire Brands and
Hampshire International -- sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 16-12634 to 16-12636) on Nov. 23, 2016,
to facilitate the orderly wind-down of their business operations.

Hampshire Group listed $25.9 million in assets and $41.8 million in
liabilities.  Brands listed under $50 million in both assets and
debts.  International listed under $50,000 in assets and under $50
million in liabilities.  The petitions were signed by Paul Buxbaum,
president and chief executive officer.

Michael David Debaecke, Esq., at Blank Rome LLP, serves as counsel
to the Debtors.

The Company's senior secured creditor, Salus Capital Partners LLC,
has agreed to allow the Company to utilize cash collateral to
finance wind-down efforts.


HDREPAIR.COM CORP: Court Denies Approval of Plan Outline
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida, for
reasons stated on the record at the
hearing on November 9, denied the disclosure statement, which
explains HDRepair.com Corp.'s proposed plan to exit Chapter 11
protection.

Under U.S. bankruptcy law, a debtor must get court approval of its
disclosure statement to begin soliciting votes from creditors.  The
document must contain adequate information to enable creditors to
make an informed decision about the bankruptcy plan.

HDRepair.com's restructuring plan proposes to pay unsecured
creditors 20% of their allowed claims.  These creditors include
those who hold an unsecured claim against Robert and Clarissa
Roxberry based upon certain personal guarantees.  

                     About HDRepair.com Corp.

HDRepair.com Corp. -- f/d/b/a Roxberry Enterprises, Inc., LOVJuice,
Inc., Cabelite, LLC and HDRepair Services, LLC -- is a Florida
corporation formed in 2008 by Clarissa Roxberry and Robert Roxberry
as a marketing company to provide in home repair services for the
High Definition TV market.  Since 2008, HDRepair.com operated as a
marketer and provider of "in-home warranty" services to name brand
manufacturers and marketers of electronic TV's, including the four
original equipment contract manufacturers (including, Foxconn,
Wistron, Envision TPV and AmTRAN) of Vizio branded Electronic TV's
(collectively, the "Customers") for all 50 states and Puerto Rico.

HDRepair.com Corp. filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 16-17855) on May 31, 2016.  The petition was signed by
Robert Roxberry, president. The Hon. Erik P. Kimball oversees the
case.

The Debtor is represented by Brett A Elam, Esq., at Farber + Elam,
LLC.


HENDRICKSON TRUCKING: To Pay Unsecureds 10% Over 16 Mos.
--------------------------------------------------------
Hendrickson Trucking Inc. filed with the U.S. Bankruptcy Court for
the Eastern District of California a disclosure statement
describing the Debtor's fourth plan of reorganization, dated Nov.
15, 2016.

The Debtor will pay each claim in the General Unsecured Class 1 a
10% dividend in full satisfaction of the general unsecured claims
in four installment payments over a 16-month period from cash
surplus.  The total amount to be paid in this class will be
$676,212.86.

Upon Confirmation of the Plan, TAB Bank intends to finance the
Accounts Receivable of Hendrickson Truck Lines Inc., and to close
the Accounts Receivable Financing Account to Hendrickson Trucking
Inc., which was the continued through Debtor-in-Possession
Financing by agreement pending confirmation of the Plan.  The
Debtor warrants and guarantees, and it is authorized pursuant to
Confirmation of the Plan, that the Reorganized Debtor will execute
any documents necessary to maintain at least the same level of
collateralization in the Debtor's assets as the Pre-Petition loan
documents, UCC Lien, and Deed of Trust provided in securing the
obligation under the accounts receivable financing.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/caeb15-24947-393.pdf

A hearing to consider the approval of the Disclosure Statement is
scheduled for Dec. 6, 2016, at 2:30 p.m.

As reported by the Troubled Company Reporter on Sept. 26, 2016, the
Debtor filed with the Court a disclosure statement describing its
Third Plan of Reorganization, dated Sept. 15, 2016.  According to
that disclosure statement, the Debtor or HTL will pay each claim in
the General Unsecured Class No. 1 a 10% dividend in full
satisfaction of the general unsecured claims within 90 days after
the effective date of the confirmed plan.  The total amount to be
paid under this class is $282,847.

                   About Hendrickson Trucking

William Hendrickson founded Hendrickson Trucking in 1976 and
incorporated as an S-corporation on Jan. 5, 1994.  The company is
based out of Sacramento, California.  The company had grown to
become one of the stronger carriers along the west coast.  In 2013,
the state of California ruled the Debtor's owner operators as
employees and assessed huge back withholding taxes, penalties and
interest.  This assessment is currently on appeal.  Some of the
Debtors former owner operators also filed claims for unpaid wages
as employees and Debtor lost through Labor Board hearings.  The
Debtor did not have money to post bonds for appeal, and some of the
owner operators had obtained judgments against the Debtor.

Based in Sacramento, California, Hendrickson Trucking, Inc., sought
bankruptcy protection (Bankr. E.D. Cal. Case No. 15-24947) on June
19, 2015.  The Debtor disclosed $6.40 million in assets and $13.7
million in liabilities at the Petition Date.  The petition was
signed by Alban Lang, vice president.

The Hon. Christopher D. Jaime presides over the case.

Anthony C. Hughes, Esq., of Hughes Financial Law, represents the
Debtor.


HERTZ CORPORATION: Moody's Affirms B1 CFR; Outlook Negative
-----------------------------------------------------------
Moody's Investors Service changed The Hertz Corporation's rating
outlook to negative and affirmed the company's B1 Corporate Family
Rating, as well as its other debt ratings.  The change in outlook
reflects the uncertainty surrounding Hertz's ability to implement a
number of critical initiatives that include: 1) better aligning its
fleet mix with customer demand; 2) implementing disciplines that
more effectively manage residual risk; and 3) realizing targeted
cost cutting goals.  The considerable challenges Hertz is facing in
these areas are reflected in the significant $300 million reduction
in the company's 2016 adjusted corporate EBITDA guidance -- to
approximately $600 million from $900 million.

                        RATINGS RATIONALE

Hertz continues to benefit from a competitive position in the car
rental sector, and fundamentals in the industry remain favorable.
In addition, the initiatives it is pursuing should be achievable.
However, the company's significant execution and operational
reporting shortfall during the third quarter indicate that
achieving these initiatives will be more challenging than the
company had expected.

Hertz maintains an adequate liquidity profile with $1.1 billion in
availability under its committed credit facility, $616 million in
unrestricted cash (pro forma for 6.75% note redemption) and
availability under various committed securitization facilities.

Hertz's rating could be lowered if the company is unable to
demonstrate clear progress in rectifying the operational execution
and reporting shortfalls that have emerged.  A trajectory that
points toward the following metrics could result in a rating
downgrade: debt/EBITDA approaching 5x; pre-tax income below
breakeven; or EBITDA/interest approximating 3x.

Any upward movement in Hertz's rating would require the company
show clear progress in achieving its strategic initiatives that
include: harvesting targeted cost savings; maintaining fleet size
in line with demand; and, maintaining an adequate liquidity
profile.  Metrics that could support a higher rating include
expectation of year end debt/EBITDA below 3x; pre-tax income/sales
remaining above 7%; and EBITDA/interest exceeding 5x.  All figures
reflect Moody's standard adjustments.

Outlook Actions:

Issuer: Hertz Corporation (The)
   Outlook, Changed To Negative From Positive

Issuer: Hertz Holdings Netherlands BV
  Outlook, Changed To Negative From Positive

Affirmations:

Issuer: Hertz Corporation (The)
  Probability of Default Rating, Affirmed B1-PD
  Speculative Grade Liquidity Rating, Affirmed SGL-3
  Corporate Family Rating (Local Currency), Affirmed B1
  Senior Secured Bank Credit Facility, Affirmed Ba1 (LGD2)
  Senior Unsecured Regular Bond/Debentures, Affirmed B2 (LGD4)

Issuer: Hertz Corporation (The) (Old)
  Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD6)

Issuer: Hertz Holdings Netherlands BV
  Senior Unsecured Regular Bond/Debenture, Affirmed B2 (LGD4)

The principal methodology used in these ratings was "Equipment and
Transportation Rental Industry" published in December 2014.



HOOPER HOLMES: Incurs $2.05 Million Net Loss in Third Quarter
-------------------------------------------------------------
Hooper Holmes, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.05 million on $9.75 million of revenues for the three months
ended Sept. 30, 2016, compared to a net loss of $2.11 million on
$9.27 million of revenues for the same period a year ago.

For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $7.94 million on $24.63 million of revenues compared to
a net loss of $7.58 million on $22.61 million of revenues for the
nine months ended Sept. 30, 2015.

As of Sept. 30, 2016, Hooper Holmes had $17.46 million in total
assets, $18.04 million in total liabilities and a total
stockholders' deficit of $578,000.

The Company incurred a loss from continuing operations of $7.6
million during the nine month period ended Sept. 30, 2016, and the
Company's net cash used in operating activities for the nine month
period ended Sept. 30, 2016, was $7.1 million.  The Company has
managed its liquidity through availability under a revolving credit
facility, raising additional equity, and a series of cost reduction
initiatives.  The accompanying financial statements have been
prepared assuming that the Company will continue as a going
concern, which contemplates the realization of assets and discharge
of liabilities in the normal course of business for the foreseeable
future.  The uncertainty regarding the Company's ability to
generate sufficient cash flows and liquidity to fund operations
raises substantial doubt about its ability to continue as a going
concern.  These financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

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

                      https://is.gd/dRe8LS

                       About Hooper Holmes

Hooper Holmes, Inc., provides health risk assessment services and
wellness as well as health improvement services with its
acquisition of Accountable Health Solutions, Inc. (AHS).  The
Olathe, Kansas-based Company provides these services to individuals
as part of health and wellness programs offered through corporate
and government employers, and to clinical research organizations.

The Company reported a net loss of $10.87 million in 2015, a net
loss of $8.47 million in 2014 and a net loss of $11.27 million in
2013.

KPMG LLP, in Kansas City, Missouri, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has suffered recurring
losses from operations, negative cash flows from operations and
other related liquidity concerns, which raises substantial doubt
about the Company's ability to continue as a going concern.


HPIL HOLDING: Incurs $41.6K Net Loss in Third Quarter
-----------------------------------------------------
HPIL Holding filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing a net loss available to
common shareholders of $41,594 on $0 of consulting revenue for the
three months ended Sept. 30, 2016, compared to net income available
to common shareholders of $104,526 on $0 of consulting revenue for
the three months ended Sept. 30, 2015.

For the nine months ended Sept. 30, 2016, HPIL Holding reported a
net loss available to common shareholders of $77,111 on $0 of
consulting revenue compared to a net loss available to common
shareholders of $266,902 on $35,000 of consulting revenue for the
same period a year ago.

As of Sept. 30, 2016, the Company had $6.80 million in total
assets, $80,875 in total liabilities, all current, $6.72 million in
total stockholders' equity.

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

                     https://is.gd/N84Oqh

                     About HPIL Holding

HPIL Holding (formerly Trim Holding Group) was incorporated on Feb.
17, 2004, in the state of Delaware under the name TNT Designs, Inc.
A substantial part of the Company's activities were involved in
developing a business plan to market and distribute fashion
products.  On June 16, 2009, the majority interest in the Company
was purchased in a private agreement by Mr. Louis Bertoli, an
individual, with the objective to acquire and/or merge with other
businesses.  On Oct. 7, 2009, the Company merged with and into Trim
Nevada, Inc., which became the surviving corporation.  The merger
did not result in any change in the Company's management, assets,
liabilities, net worth or location of principal executive offices.
However, this merger changed the legal domicile of the Company from
Delaware to Nevada where Trim Nevada, Inc. was incorporated.  Each
outstanding share of TNT Designs, Inc. was automatically converted
into one share of the common stock of Trim Nevada, Inc.  Pursuant
to the merger, the Company changed its name from TNT Designs, Inc.
to Trim Holding Group and announced the change in the Company's
business focus to health care and environmental quality sectors.
Afterwards the Company determined it no longer needed its inactive
subsidiaries, and as such, all three subsidiaries were dissolved.
On May 21, 2012, the Company changed its name to HPIL Holding.

MNP LLP, in Mississauga, Ontario, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has incurred
continuing losses and negative cash flows from operations.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

The Company reported a net loss and comprehensive loss available to
common shareholders of $92,659 following a net loss and
comprehensive loss available to common shareholders of $456,589 for
the year ended Dec. 31, 2014.


HUDBAY MINERALS: Moody's Rates US$1BB Sr. Unsec. Notes B3
---------------------------------------------------------
Moody's Investors Service assigned a B3 rating to US$1.0 billion of
new senior unsecured notes due 2023 and 2025 that Hudbay Minerals
Inc. plans to issue.  Proceeds will be used to fund the tender
offer for the company's US$920 million of 9.5% unsecured notes due
in 2020 as well as fees and general corporate purposes. The
company's B2 Corporate Family Rating, B2-PD Probability of Default
Rating and SGL-2 Speculative Grade Rating remain unchanged.  The
ratings outlook is stable.

Assignments:

Issuer: HudBay Minerals, Inc.
  Senior Unsecured Regular Bond/Debenture, Assigned B3(LGD5)

                         RATINGS RATIONALE

Hudbay's B2 corporate family rating reflects its modest scale, mine
concentration and commodity price risk, offset by a proven ability
to produce at its key new mine, now-reasonable leverage and modest
product diversity.  It has successfully operated its Constancia
copper mine in Peru at full production since the end of 2015, and
this mine will produce over half of the company's revenue in
2016/17.  As a result, leverage has improved materially in 2016
(adjusted debt/EBITDA of 2.3x in September/16) and is expected to
remain below 3x through 2017.

The stable rating outlook on Hudbay reflects our expectation that
the company will generate positive free cash flow and maintain
leverage under 3x, on the back on continued solid production at its
Constancia mine.

Hudbay's liquidity is good (SGL-2).  The company's liquidity
sources include $118 million of cash at Sept. 30, 2016, and
US$159 million of availability under its US$330 million Canadian
credit facility secured by its Manitoba assets and a US$200 million
Peru credit facility secured by the Peru assets, both maturing
March 2019.  In connection with the new notes offering, one of the
Canadian lenders in Hudbay's revolving credit facility syndicate
has agreed to increase their commitment from US$30 to US$50
million, conditional upon completion of the offering.  Moody's
expects Hudbay to be modestly free cash flow positive through 2016
and 2017 and maintain good headroom on its bank maintenance
covenants.  Hudbay has minimal current debt maturities. Most of its
debt matures in 2019 (US$371 million of credit facility drawn) and
2020 (US$920 million).  Following the completion of the tender
offer, the 2020 maturities will be repaid and the maturities pushed
out to 2023 and 2025.

Hudbay's CFR could be upgraded if the company is able to reduce its
mine concentration risk while maintaining adjusted debt/EBITDA
below 3.0x (2.3x as of Q3/16) even as it moves forward with
possible new development projects.

HudBay's rating could be downgraded if:

  the company experiences operating challenges at Constancia
   leading to negative cash flow generation.

  the company's liquidity weakens, or;

  the company's sustained adjusted debt/EBITDA trends towards 4x.

Headquartered in Toronto, Ontario, Canada, Hudbay Minerals Inc. is
a mining company mainly focused on copper through its Constancia
mine in Peru and its 777, Lalor and Reed (70%-owned) mines in
Manitoba, Canada.  The company also owns and operates ore
concentrators and a zinc production facility in northern Manitoba
and Saskatchewan.

The principal methodology used in this rating was Global Mining
Industry published in August 2014.



HUDBAY MINERALS: S&P Assigns 'B' Rating on US$1BB Sr. Unsec. Notes
------------------------------------------------------------------
S&P Global Ratings said it assigned its 'B' issue-level rating and
'3' recovery rating to Toronto-based HudBay Minerals Inc.'s
proposed US$1 billion senior unsecured note issuance.  The '3'
recovery rating indicates S&P's expectation for meaningful
(50%-70%; upper half of the range) recovery for lenders in the
event of a payment default.

The company intends to use the proceeds from this offering to
redeem its US$920 million of senior notes outstanding due 2020.
S&P expects the proposed senior unsecured notes will be composed of
two tranches, including notes due 2023 and notes due 2025.  The
modest increase in gross debt does not materially impact S&P's
estimate of the company's credit measures or view of the corporate
credit rating.

"Our 'B' long-term corporate credit rating and stable outlook on
HudBay primarily reflect our view of the company's limited
operating diversity, large debt load, and the high sensitivity of
its credit metrics to base metals price volatility.  The rating
also incorporates Hudbay's favorable cash cost position, led by its
flagship Constancia copper mine in Peru, and commodity production
diversity provided by the company's Manitoba operations.  S&P
expects the company to generate an adjusted debt-to-EBITDA ratio in
the mid-4x area and near breakeven free cash flows through 2017.
In addition, S&P estimates the company's liquidity position to
remain relatively stable over this period. S&P's estimates in 2017
are underpinned by an average copper price of US$2.20 per pound and
average zinc price of US$1.00 per pound, with modestly lower copper
output relative to 2016 levels.

                          RECOVERY ANALYSIS

   -- S&P has updated its recovery analysis to reflect the
      proposed bond refinancing.

   -- S&P continues to value the company on a going-concern basis
      using a 5x multiple (which is consistent with that of peers)

      of S&P's projected emergence EBITDA, which approximates
      HudBay's estimated fixed charges in the simulated default
      year and represents a significant decline from S&P's
      estimate of the company's EBITDA in 2016.

   -- The '3' recovery rating on the proposed notes corresponds
      with meaningful (50%-70%; the upper half of the range)
      recovery and an issue-level rating that is the same as the
      'B' long-term corporate credit rating.  S&P assumes the
      company's corporate revolver is 85% drawn in the default
      year, net of estimated letters of credit.  Concurrently with

      the closing of the transaction, the revolver size will
      increase to US$550 million from US$530 million.

   -- S&P assumes revolver and other senior-ranking claims (that
      is, equipment loans, subsidiary-level debt) are fully
      covered, with proposed unsecured noteholders having a claim
      on the remaining estimated value of the company (S&P do not
      include a claim related to Hudbay's precious metals stream
      agreements as S&P assumes they continue to be funded through

      the simulated restructuring).

Simulated default assumptions
   -- Simulated year of default: 2019
   -- EBITDA at emergence: US$230 million
   -- EBITDA multiple: 5x

Simplified waterfall
   -- Net enterprise value (after 5% administrative costs):
      US$1.1 billion
   -- Priority and secured first-lien debt: US$385 million
      -- Recovery expectations: Not applicable
   -- Total value available to unsecured claims: US$707 million
   -- Senior unsecured debt and pari passu claims:
      US$1.04 billion
      -- Recovery expectations: 50%-70% (upper half of the range)

All debt amounts include six months of prepetition interest, and
claims and debt amounts are rounded.

RATINGS LIST

HudBay Minerals Inc.
Corporate credit rating                   B/Stable/--

Ratings Assigned
US$1 billion senior unsecured
  Sr notes due Jan 1, 2023              B
    Recovery rating                     3H
Sr notes due Jan 1, 2025                B
   Recovery rating                      3H



I3 GROUP: To Pay Unsecureds With Income From Woodbridge Plot Dev't
------------------------------------------------------------------
The I3 Group, LLC, filed with the U.S. Bankruptcy Court for the
Eastern District of Virginia a disclosure statement referring to
the Debtor's plan of reorganization.

Class 5 of the Plan contains allowed general unsecured claims
against the estate which are not insider claims.  The Plan proposes
to pay Class 5 claims in full with income generated from
development of the plot of land located at 981 Annapolis Way, in
Woodbridge, Virginia, or proceeds from the Debtor's sale of the
Property after repurchase from Delta Capital.  Class 5 claims will
be entitled to payment after all prior classes have been paid in
full but will be paid ahead of claims contained in Class 6 of the
Plan.  This class of claims is impaired.  Total Class 5
non-priority unsecured non-insider claims is $39,272.92

The source of funds to be distributed pursuant to the Plan will be
Debtor's sale of the real property located at 981 Annapolis Way,
Woodbridge, VA 22191 to Delta Capital for $600,000.  The Debtor
will retain the right to develop the Property for a period of three
years after the sale and will have the right to repurchase the
Property for $1.2 million at any time within this three year
period.  Should the Debtor find another buyer for the Property
within this three year period, Delta Capital will execute any
documents necessary to sell the Property, provided it will allow
the Debtor to pay the contract repurchase price of $1.2 million to
Delta Capital.   

The Debtor will have an option to extend the period in which it can
develop and repurchase the Property for an additional year to four
years by paying $50,000 to Delta Capital on or before the
expiration of the three-year period from the date of sale.  If the
Debtor elects the option provided, the Debtor will have a second
option to extend the period in which it can develop and repurchase
the Property for an additional year to five years by paying $50,000
to Delta Capital on or before the expiration of the four-year
period from the date of sale.  The Debtor will have the exclusive
right to sell the Property to another buyer within the three to
five-year period.  Any sale of the Property to Delta Capital will
be subject to Delta Capital's obtaining financing and conducting
due diligence with respect to the Property.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/vaeb16-12824-47.pdf

                       About I3 Group

The I3 Group, LLC, is a limited liability company that owns and
intends to develop of plot of land located at 981 Annapolis Way,
Woodbridge, Virginia 22191 in Prince William County, Virginia.  The
Property is approximately 7.4 acres and is zoned as B-1 commercial.


The I3 Group was established in 2001 as a service disabled veteran
owned small business Real-Estate Investment Group, founded by
Richard Allen Ochsner, a Ret. USAF Sgt. and Service Disabled
Veteran, along with other owners and officers of Ichiban, Inc.

The Debtor filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va.
Case No. 16-12824) on Aug. 16, 2016, disclosing under $1 million in
both assets and liabilities.  The Debtor is represented by Jonathan
B. Vivona, Esq.


IMAGEWARE SYSTEMS: Incurs $2.74 Million Net Loss in Third Quarter
-----------------------------------------------------------------
Imageware Systems, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
available to common shareholders of $2.74 million on $848,000 of
revenue for the three months ended Sept.30, 2016, compared to a net
loss available to common shareholders of $2.16 million on $1.18
million of revenue for the three months ended Sept. 30, 2015.

For the nine months ended Sept. 30, 2016, the Company reported a
net loss available to common shareholders of $7.80 million on $2.88
million of revenue compared to a net loss available to common
shareholders of $6.76 million on $3.86 million of revenue for the
same period a year ago.

As of Sept. 30, 2016, Imageware had $5.87 million in total assets,
$6.05 million in total liabilities and a total shareholders'
deficit of $186,000.

"Historically, our principal sources of cash have included customer
payments from the sale of our products, proceeds from the issuance
of common and preferred stock and proceeds from the issuance of
debt, including our Lines of Credit...  Our principal uses of cash
have included cash used in operations, payments relating to
purchases of property and equipment and repayments of borrowings.
We expect that our principal uses of cash in the future will be for
product development including customization of identity management
products for enterprise and consumer applications, further
development of intellectual property, development of
Software-as-a-Service ("SaaS") capabilities for existing products
as well as general working capital and capital expenditure
requirements.  We expect that, as our revenue grows, our sales and
marketing and research and development expense will continue to
grow, albeit at a slower rate and, as a result, we will need to
generate significant net revenue to achieve and sustain income from
operations," the Company stated in the report.

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

                     https://is.gd/vZWNBq

On Nov. 14, 2016, ImageWare hosted a conference call to discuss its
financial results for the quarter ended Sept. 30, 2016.  A copy of
the transcript for this conference call is available for free at
https://is.gd/PkOaDk

                    About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc.,
is a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.

Imageware Systems reported a net loss available to common
shareholders of $9.59 million on $4.76 million of revenues for the
year ended Dec. 31, 2015, compared to a net loss available to
common shareholders of $7.99 million on $4.15 million of revenues
for the year ended Dec. 31, 2014.


IMX ACQUISITION: Equity Committee Taps FTI as Financial Advisor
---------------------------------------------------------------
The official committee of equity security holders of IMX
Acquisition Corp. seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to hire a financial advisor.

The committee proposes to hire FTI Consulting, Inc. to provide
these services:

     (a) assistance in the preparation of analyses required to
         assess the proposed debtor-in-possession financing and
         potential alternatives;

     (b) assistance in the assessment and monitoring of the
         Debtors' short term cash flow, liquidity, and operating   
      
         results;

     (c) assistance in the review of the Debtors' analysis of core

         business assets and the potential disposition or
         liquidation of non-core assets;

     (d) assistance in the review and monitoring of the asset sale

         process;

     (e) assistance in the review of any tax issues associated
         with, but not limited to, claims or stock trading,
         preservation of net operating losses, refunds due to the
         Debtors, plans of reorganization, and asset sales;

     (f) assistance in the review of the claims reconciliation and

         estimation process;

     (g) assistance in the review of other financial information
         prepared by the Debtors;

     (h) assistance in the review and analysis of various issues
         arising out of the proceeding;

     (i) attendance at meetings;

     (j) assistance in the review or preparation of information
         and analysis necessary for the confirmation of a plan;

     (k) assistance in the evaluation and analysis of avoidance
         actions; and

     (l) assistance in the prosecution of the equity committee's
         responses or objections to the Debtors' motions.

The firm will be compensated on a fixed monthly basis of $125,000
per month and a completion fee of greater of (i) $250,000 and (ii)
3% of the improvement in implied recoveries for the equity
holders.

FTI does not hold or represent any interest adverse to the Debtors'
bankruptcy estates.

The firm can be reached through:

     Conor P. Tully
     FTI Consulting, Inc.
     Three Times Square, 9th Floor
     New York, NY, 10036
     Tel: +1 212-247-1010
     Fax: +1 212-841-9350
     Email: conor.tully@fticonsulting.com

                      About IMX Acquisition

IMX Acquisition Corp., also known as Ion Metrics Inc., and its
affiliates, comprise a leading designer and manufacturer of systems
and sensors that detect trace amounts of explosives and drugs.
Their products, which include handheld and desktop detection
devices, are used in a variety of security, safety, and defense
industries, including aviation, transportation, and customs and
border protection. The Debtors have sold more than 5,000 of their
detection products to customers such as the United States
Transportation Security Administration, the Canadian Air
Transportation Security Authority, and major airports in the
European Union.

IMX Acquisition Corp. sought Chapter 11 protection (Bankr. D. Del.
Case No. 16-12238) on Oct. 10, 2016.  The case is assigned to
Judge Brendan Linehan Shannon.

The Debtor estimated assets and liabilities in the range of $100
million to $500 million.

The Debtor tapped Paul V. Shalhoub, Esq. and Debra C. McElligott,
Esq. and Jennifer J. Hardy, Esq. at Willkie Farr & Gallagher, LLP
as counsel.

The petition was signed by William J. McGann, president.

Andrew Vara, acting U.S. trustee for Region 3, on Oct. 24, 2016,
appointed Harold Coe and four others to serve on the official
committee of equity security holders in the Chapter 11 cases of
IMX Acquisition.

Proposed co-counsel to the Official Committee of Equity Security
Holders are William R. Baldiga, Esq., and Gerard T. Cicero, Esq.,
at Brown Rudnick LLP, in New York, and Sunni P. Beville, Esq., at
Brown Rudnick LLP, in Boston, Massachusetts; and Mark Minuti,
Esq., at Saul Ewing LLP, in Wilmington, Delaware.

Tannor Partners Credit Fund, LP., the New DIP Lender, is
represented in the case by Andrew M. Felner, Esq., at Sheppard,
Mullin, Richter & Hampton, LP.


INFOMOTION SPORTS: Plan Outline Okayed, Plan Hearing on Dec. 19
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts will
consider approval of the Chapter 11 plan of reorganization of
InfoMotion Sports Technologies, Inc., at a hearing on December 19,
at 11:00 a.m.

The hearing will be held at the J.W. McCormack Post Office & Court
House, Courtroom 1, 12th Floor, 5 Post Office Square, Boston,
Massachusetts.

The court on November 10 approved InfoMotion's disclosure
statement, allowing the company to start soliciting votes from
creditors.  

The order set a December 15 deadline for creditors to cast their
votes and a December 16 deadline to file their objections.

According to InfoMotion's latest disclosure statement filed on
November 10, allowed administrative expenses and priority claims
will be paid in full on confirmation of the plan.  The company will
then turn over all remaining funds to a liquidating trustee.

The liquidating trustee will pursue any viable remaining claims
under Chapter 5 of the Bankruptcy Code before distributing all
remaining estate funds to holders of general unsecured claims.

InfoMotion estimates that each general unsecured creditor will
receive a pro rata distribution of about $20,000 or 1.2% of their
claims.

The company anticipates that the principal amount of allowed
general unsecured claims will total approximately $1,658,274,
according to the latest disclosure statement.

A copy of the first amended disclosure statement is available for
free at https://is.gd/pwyT4o

                     About InfoMotion Sports

InfoMotion Sports Technologies, Inc. --
http://www.infomotionsports.com/-- sought chapter 11 protection   

(Bankr. D. Mass. Case No. 16-10724) on March 1, 2016.  The petition
was signed by Michael Crowley, CEO.  The Debtor is represented by
Warren E. Agin, Esq., at Swiggart & Agin, LLC, in Boston.  The case
is assigned to Judge Joan N. Feeney.  At the time of the filing,
the Debtor estimated its assets and debt at less than $10 million.


INOFIN INC: Holland & Knight Cleared from Malpractice Claim
-----------------------------------------------------------
Matthew Guarnaccia, writing for Bankruptcy Law360, reported that
Massachusetts District Judge Nathaniel M. Gorton said Holland &
Knight LLP is not responsible for business decisions made by Inofin
Inc. that caused the company to add to its debt before entering
into bankruptcy, saying that the company ignored advice given by
the firm that could have helped its situation.  The judge granted
summary judgment in favor of Holland & Knight in a case withdrawn
from Inofin's Chapter 7 bankruptcy.

In September 2013, the Chapter 7 Trustee commenced an adversary
proceeding against the firm.  The Trustee asserts a single count of
legal malpractice arising under Massachusetts law.  Specifically,
he alleges that the firm failed to provide adequate advice to
Inofin on how to comply with securities laws.

The Chapter 7 bankruptcy case is In re Inofin, Inc., Case No.
10-11010 (D. Mass.).  Mark G. DeGiacomo serves as Chapter 7
Trustee.  Inofin was primarily engaged in the business of
purchasing and servicing subprime used car loans.  On Feb. 9, 2011,
approximately 38 creditors holding claims in the stated amount of
$12,927,518 filed an involuntary petition against Inofin under
Chapter 7 of the Bankruptcy Code.  The Court, on Feb. 16, 2011,
entered an order for relief, and the Trustee became the permanent
trustee on April 19, 2011.


INT'L SHIPHOLDING: Gets Court Approval on Seacor Capital RSA
------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
International Shipholding's motion to enter into a restructuring
support agreement (RSA) with Seacor Capital.  As previously
reported, "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 $305.1 million and total debt
at $226.8 million as of March 31, 2016.

William K. Harrington, the U.S. Trustee for the Southern District
of New York, on Sept. 1, 2016, 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.


INTEGRATED BIOPHARMA: Director LaPlaca Won't Stand for Re-election
------------------------------------------------------------------
Joseph LaPlaca notified the Board of Directors of Integrated
Biopharma Inc. that he does not wish to stand for re-election as a
director at the Company's shareholders meeting to be held on Nov.
28, 2016.  His decision is not the result of any disagreement with
the Company, as disclosed in a Form 8-K report filed with the
Securities and Exchange Commission.

                    About Integrated BioPharma

Based in Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) --
-- http://www.healthproductscorp.us/-- is engaged primarily in
manufacturing, distributing, marketing and sales of vitamins,
nutritional supplements and herbal products.  The Company's
customers are located primarily in the United States.  The Company
was previously known as Integrated Health Technologies, Inc., and,
prior to that, as Chem International, Inc.  The Company was
reincorporated in its current form in Delaware in 1995.  The
Company continues to do business as Chem International, Inc., with
certain of its customers and certain vendors.

Integrated Biopharma reported net income of $958,000 on $42.21
million of net sales for the year ended June 30, 2016, compared to
net income of $735,000 on $37.48 million of net sales for the year
ended June 30, 2015.

As of Sept. 30, 2016, Integrated Biopharma had $14.64 million in
total assets, $22.32 million in total liabilities and a total
stockholders' deficiency of $7.67 million.


INTERNATIONAL SEAWAYS: Moody's Assigns B3 CFR; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service assigned first-time Corporate Family and
Probability of Default ratings to International Seaways, Inc.
(INSW), formerly known as OSG International, Inc., of B3 and
B3-PD, respectively, to coincide with its spin-off from Overseas
Shipholding Group, Inc. (OSG).  The spin-off is expected to be
completed on Nov. 30, 2016.  Concurrently, Moody's downgraded the
company's senior secured first-lien revolving facility to Ba3 from
Ba2 (LGD1) and the senior first-lien term loan to B3 from B1
(LGD3).  This resolves the review for downgrade for these debt
instruments, which were part of the review for downgrade for OSG
that was initiated on Oct. 24, 2016.  Moody's also assigned a
Speculative Grade Liquidity rating of SGL-2.  The ratings outlook
is stable.

                        RATINGS RATIONALE

The B3 rating reflects the highly cyclical nature of demand and
volatility in the company's international petroleum transportation
markets, and Moody's expectation of downward pressure on earnings
and cash flow as significant incremental tanker capacity is
scheduled to enter the market over the next year, weighing on
freight rates and asset values.  The rating also reflects
post-spinoff transition risks, including INSW's lacking history of
operating as an independent publicly traded company, as well as the
company's smaller size and less diversified business profile, given
the loss of cash flow from the traditionally more stable U.S. Jones
Act business that supported its financial obligations.

These factors are balanced against the company's modest leverage in
the mid 2 times, pro-forma for the separation (all metrics
inclusive of Moody's standard adjustments), and Moody's expectation
that tanker demand will remain supportive over the next year,
despite significant new vessel deliveries, and enable INSW to
sustain credit metrics that support the B3 credit profile. The
rating considers the company's position as a leading player in its
crude and refined petroleum transportation markets as well as its
longstanding senior management team and good liquidity profile.
Additionally, the company's chartering-in of a portion of the fleet
allows it to make fleet adjustments when market conditions warrant,
providing a degree of flexibility for cost cutting.  The ratings do
not anticipate any new debt or dividend distributions at separation
but incorporate the expectation that INSW will sustain a financial
profile and policy that supports the B3 rating level.

The SGL-2 rating reflects good liquidity post-separation,
characterized by healthy cash balances, ample availability under
the $50 million revolving credit facility due February 2019
(currently undrawn) and Moody's expectation of moderate free cash
flow after cash outlays for drydocks and other capital
expenditures.  The revolver is subject to a minimum collateral fair
market value covenant of $500 million, of which the vessels were
valued at approximately $970 million as of Sept. 30, 2016. Term
loan amortization requirements of approximately $6 million annually
are manageable over the next year.

The stable ratings outlook balances softening freight rate
conditions against Moody's view that demand fundamentals will
remain supportive over the next year, helping INSW to meet its
financial obligations.  The stable outlook incorporates Moody's
expectation for increased leverage due to market conditions in 2017
but anticipates that INSW will maintain financial policies and a
capital structure that support the B3 CFR.

The downgrade of the instrument ratings on the senior revolving
credit facility and the senior bank term loan to Ba3 and B3,
respectively, was caused by the change in the capital structure
from that prior to the spin-off.

The ratings could be downgraded if the company's capital structure
or financial policy results in lower-than-expected credit metrics,
including FFO + Interest to Interest approaching the mid-low 2.0
times range on a sustained basis.  A material decline in revenues
and/or a deterioration in the cash flow or liquidity profile, or
shareholder-friendly actions that compromise debt-holder interests
could also pressure the ratings.

Upward ratings momentum could occur if OSG deploys its cash in a
manner that would limit potential increases in debt, such as for
fleet investments rather than shareholder returns.  Improving
market conditions that drive sustained growth in revenues and
earnings with a financial profile that results in sustained FFO +
Interest to Interest above 3.0 times and a capital structure and
liquidity profile that is supportive of higher ratings, could lead
to an upgrade.  Reductions in leverage via debt repayments will be
important to sustaining stronger credit metrics.

Downgrades:

Issuer: International Seaways, Inc.
  Senior Secured 1st lien Term Loan, Downgraded to B3 from B1
   (LGD3)
  Senior Secured First Lien Revolving Credit Facility, Downgraded
   to Ba3 from Ba2 (LGD1)

Assignments:

Issuer: International Seaways, Inc.
  Corporate Family Rating, Assigned B3
  Probability of Default Rating, Assigned B3-PD
  Speculative Grade Liquidity Rating, Assigned SGL-2

Outlook Actions:

Issuer: International Seaways, Inc.
  Outlook is stable

The principal methodology used in these ratings was Global Shipping
Industry published in February 2014.

International Seaways, Inc., a Marshall Islands corporation, is a
leading provider of ocean-based transportation of crude oil and
refined petroleum in the international market.  It operates its
business under two segments: international crude tankers and
international product carriers.  The company has a fleet of 55
vessels of varying classes and ownership interests in 4 LNG
carriers and 2 FSO vessels through joint partnerships.  Total
revenues were approximately $440 million as of the last twelve
months ended Sept. 30, 2016.



KEMET CORP: Bryant Riley Reports 5.28% Equity Stake as of Nov. 9
----------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Bryant R. Riley disclosed that as of Nov. 17, 2016, he
beneficially owns 2,445,794 shares of common stock of Kemet Corp
which represents 5.28 percent based upon 46,282,645 shares of
Common Stock as reported in the Company's Prospectus filed with the
SEC on Nov. 2, 2016.

As of the close of business on Nov. 17, 2016, BRC Partners
Opportunity Fund, L.P., directly owned approximately 4.73% of the
outstanding shares of Common Stock.  By virtue of their
relationships described above in Item 4(a), each of BPOF and Mr.
Riley may be deemed to beneficially own approximately 4.73% of the
outstanding shares of Common Stock, which are directly owned by
BPOF.

As of the close of business on Oct. 30, 2015, B. Riley Capital
Management, LLC, directly owned approximately 4.73% of the
outstanding shares of Common Stock.  By virtue of their
relationships described above in Item 4(a), Mr. Riley may be deemed
to beneficially own approximately 0.00% of the outstanding shares
of Common Stock, which are directly owned by the SMA Accounts and
approximately 4.73% of the outstanding shares of Common Stock,
which are directly owned by BPOF.

As of the close of business on Nov. 17, 2016, B. Riley & Co., LLC
directly owned approximately 0.03% of the outstanding shares of
Common Stock.  By virtue of his relationship described above in
Item 4(a), Mr. Riley may be deemed to beneficially own
approximately 0.03% of the outstanding shares of Common Stock,
which are directly owned by BRC.

As of the close of business on Nov. 17, 2016, Robert Antin Children
Trust directly owned approximately 0.27% of the outstanding shares
of Common Stock. By virtue of his relationship described above in
Item 4(a), Mr. Riley may be deemed to beneficially own
approximately 0.27% of the outstanding shares of Common Stock,
which are directly owned by Robert Antin Children Trust.

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

                      https://is.gd/phyEfd

                          About KEMET

KEMET, based in Greenville, South Carolina, is a manufacturer and
supplier of passive electronic components, specializing in
tantalum, multilayer ceramic, film, solid aluminum, electrolytic,
and paper capacitors.  KEMET's common stock is listed on the NYSE
under the symbol "KEM."

KEMET reported a net loss of $53.6 million on $735 million of net
sales for the fiscal year ended March 31, 2016, compared with a
net loss of $14.1 million on $823 million of net sales for the
fiscal year ended March 31, 2015.

As of June 30, 2016, Kemet had $671 million in total assets, $583
million in total liabilities and $88.4 million of stockholders'
equity.

                           *     *     *

KEMET carries a 'Caa1' corporate family rating, with stable
outlook, from Moody's and a 'B-' issuer credit rating with stable
outlook from Standard and Poor's.


KIRK'S FRAMING: Hires Haeberle as Accountant
--------------------------------------------
Kirk's Framing, Inc., seeks authority from the U.S. Bankruptcy
Court for the Middle District of Florida to employ William G.
Haeberle, P.A. as accountant to the Debtor.

Kirk's Framing requires Haeberle to prepare the Debtor's monthly
operating reports required by the Office of the U.S. Trustee and to
provide income tax preparation services.

Haeberle will be paid as follows:

   -- monthly operating reports               $120 per month

   -- income tax preparation services         $150 per hour

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

William G. Haeberle, member of William G. Haeberle, CPA, 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.

Haeberle can be reached at:

     William G. Haeberle
     WILLIAM G. HAEBERLE, CPA, PLLC
     4446-1A Hendricks Avenue, Suite 245
     Jacksonville, FL 32207

                    About Kirk's Framing Inc.

Kirk's Framing Inc. filed a chapter 11 petition (Bankr. M.D. Fla.
Case No. 3:16-bk-03390-JAF) on September 6, 2016, disclosing under
$1 million in both assets and liabilities. The Debtor is
represented by Thomas C. Adam, Esq.

The Debtor is a Florida corporation based in Orange Park, Florida.
The Debtor is in the business of design and construction of wood
framing of residential real properties in Clay, Duval, St. Johns
and Nassau counties. The Debtor's services include floor joist,
roof, steps, and zipwall installations.

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



KIWA BIO-TECH: Posts $93,600 Net Income for Third Quarter
---------------------------------------------------------
Kiwa Bio-Tech Products Group Corporation filed with the Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income of $93,601 on $1.26 million of revenue for
the three months ended Sept. 30, 2016, compared to a net loss of
$159,225 on $0 of revenue for the three months ended Sept. 30,
2015.

For the nine months ended Sept. 30, 2016, the Company reported net
income of $331,707 on $1.97 million of revenue compared to a net
loss of $480,051 on $0 of revenue for the same period a year ago.

As of Sept. 30, 2016, Kiwa Bio-Tech had $4.74 million in total
assets, $9.76 million in total liabilities and a total
stockholders' deficiency of $5.02 million.

"Since inception of our ag-biotech business in 2002, we have relied
on the proceeds from the sale of our equity securities and loans
from both unrelated and related parties to provide the resources
necessary to fund our operations and the execution of our business
plan," the Company said in the report.

During the nine months ended Sept. 30, 2016, the advances from
related parties, net of repayment by the Company to related
parties, was $51,500.  As of Sept. 30, 2016, the Company's current
liabilities exceeded current assets by $3,442,227, representing a
current ratio of 0.572.  Comparably, as of Dec. 31, 2015, the
Company's current liabilities exceeded current assets by
$9,330,130, denoting a current ratio of 0.005.

As of Sept. 30, 2016, and Dec. 31, 2015, the Company had cash of
$545 and $721, respectively.

During the nine months ended Sept. 30, 2016, the Company's
operations used cash of $737,758 as compared with $77,853 used in
the same period of 2015.  Cash was mainly used for working capital
for public company operation.

During the nine months ended Sept. 30, 2016, and 2015, the Company
used $79,604 and nil cash for investing activities.

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

                     https://is.gd/tgnoMy

                     About Kiwa Bio-Tech
                          
Kiwa Bio-Tech Products Group Corporation develops, manufactures,
distributes and markets bio-technological products for agriculture.
The Company has acquired technologies to produce and market
bio-fertilizer.  The Company has developed over six bio-fertilizer
products with bacillus spp and/or photosynthetic bacteria as its
ingredients.  The Company's products contain ingredients of both
photosynthesis and bacillus bacteria which are protected by
patents.

The Company reported a net loss of $677,358 in 2015 following a net
loss of $707,556 in 2014.

Paritz & Company, P.A., in Hackensack, New Jersey, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company's current
liabilities substantially exceeded its current assets by $9,330,130
at Dec. 31, 2015.  The Company had no sales during the years ended
Dec. 31, 2015, and 2014, had an accumulated deficit of $20,324,812
and stockholders' deficiency of $11,100,454 as of
Dec. 31, 2015.  These circumstances, among others, raise
substantial doubt about the Company's ability to continue as a
going concern.


L & R FAMILY: Can Use HSBC Cash Collateral on Final Basis
---------------------------------------------------------
Judge Michael G. Williamson of the U.S. Bankruptcy Court for the
Middle District of Florida authorized L & R Family, Inc. to use
HSBC Bank USA, NA's cash collateral on a final basis.

The Debtor was authorized to use cash collateral to pay for:

     (1) amounts expressly authorized by the Court, including
payments to the U.S. Trustee for quarterly fees;

     (2) the current and necessary expenses provided in the
approved Budget; and

     (3) such additional amounts as may be expressly approved in
writing by HSBC.

The Debtor's authorization to use cash collateral will continue
until further order from the Court.

HSBC was granted a perfected postpetition lien against cash
collateral to the same extent and with the same validity and
priority as the prepetition lien.

The Debtor was ordered to maintain insurance coverage for its
property in accordance with the obligations under the loan and
security documents with HSBC.

A full-text copy of the Final Order, dated Nov. 23, 2016, is
available at
http://bankrupt.com/misc/L&RFamily2016_816bk08015mgw_51.pdf

                About L & R Family, Inc.

L & R Family, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-08015) on Sept. 16,
2016.  The petition was signed by Rasik Patel, president.  

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

The Debtor employed Buddy D. Ford, Esq., Jonathan A. Semach, Esq.,
and J. Ryan Yant, Esq., at Buddy D. Ford P.A. as legal counsel, and
Jubilee Accounting Solutions, LLC, as accountants.

The Office of the U.S. Trustee on Oct. 17, 2016, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of L & R Family Inc.


LEE BROTHERS: Hires Sheehan Law as Counsel
------------------------------------------
Lee Brothers, LLC, seeks authority from the U.S. Bankruptcy Court
for the Southern District of Mississippi to employ Sheehan Law
Firm, PLLC as counsel to the Debtor.

Lee Brothers requires Sheehan Law to:

   a. consult with any Trustee or any Committee concerning the
      administration of the case;

   b. investigate the acts, conduct, assets, liabilities, and
      financial condition of the Debtors, the operation of the
      Debtor's business and the desirability of the continuance
      of such business, and any other matter relevant to the case
      or to the formulation of the plan;

   c. formulate a plan; and

   d. prepare any pleadings, motions, answers, notices, orders
      and reports that are required for the proper function of
      the Debtor.

Sheehan Law will be paid at these hourly rates:

   Patrick A. Sheehan                $300
   Paralegals                        $100

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

Patrick A. Sheehan, member of Sheehan Law Firm, 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.

Sheehan Law can be reached at:

     Patrick A. Sheehan, Esq.
     SHEEHAN LAW FIRM, PLLC
     492 Porter Avenue
     Ocean Springs, MS 39564
     Tel: (228) 875-0572
     Fax: (228) 875-0895

                     About Lee Brothers

Lee Brothers, LLC, based in Biloxi, MS, filed a Chapter 11 petition
(Bankr. S.D. Miss. Case No. 16-51836) on October 21, 2016. The Hon.
Katharine M. Samson presides over the case. Patrick A. Sheehan, at
Sheehan Law Firm, PLLC, to serve as bankruptcy counsel.

In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Anthony
Lee, manager.



LEVEL 1 INC: Hires Fisher Rushmer as Attorney
---------------------------------------------
Level 1, Inc., seeks authority from the U.S. Bankruptcy Court for
the Middle District of Florida to employ Fisher Rushmer, P.A. as
attorneys to the Debtor.

Level 1, Inc. requires Fisher Rushmer to:

   a. advise and counsel the debtor-in-possession concerning the
      operation of its business in compliance with Chapter 11 and
      orders of this Court;

   b. defend and prosecute causes of action on behalf of the
      debtor-in-possession;

   c. prepare, on behalf of the debtor-in-possession, all
      necessary applications, motions, reports, and other legal
      papers in the Chapter 11 case;

   d. assist in the formulation of a plan of reorganization and
      preparation of a disclosure statement; and

   e. provide all services of a legal nature in the field of
      bankruptcy law.

Fisher Rushmer was paid $11,859.50 for legal services and costs
provided prior to the petition date. Fisher Rushmer will be paid a
retainer in the amount of $3,140.50.

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

David R. McFarlin, member of Fisher Rushmer, P.A., assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

Fisher Rushmer can be reached at:

     David R. McFarlin, Esq.
     FISHER RUSHMER, P.A.
     390 N. Orange Avenue, Suite 2200
     Orlando, FL 32801
     Tel: (407) 843-2111
     Fax: (407) 422-1080
     E-mail: dmcfarlin@fisherlawfirm.com

                       About Level 1, Inc.

Level 1, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D.
Fla. Case No. 16-07454) on November 15, 2016, disclosing under $1
million in both assets and liabilities. The Debtor is represented
by David R. McFarlin, Esq., at Fisher Rushmer, P.A.



LEVEL 8 APPAREL: Wants to Use Capstone, IRS Cash Collateral
-----------------------------------------------------------
Level 8 Apparel, LLC, asks the U.S. Bankruptcy Court for the
Southern District of New York for authorization to use cash
collateral, as well as for an extension of time to complete its
schedules and statement of financial affairs through Dec. 14,
2016.

The Debtor also seeks the Court's retroactive approval of its
postpetition payments of prepetition priority wage claims.  The
Debtor tells the Court that on Nov. 15, 2016, it caused the payment
of the priority wage claims of its employees, totaling $64,416.

The Debtor tells the Court that due to its urgent need to secure
the use of cash collateral, and the concerted efforts required to
arrive at a stipulated order for use of cash collateral with
Capstone Capital Group and the IRS, and to likewise secure no
objection from the Office of the United States Trustee, compounded
by the impending Thanksgiving holiday, the Debtor requires
additional time to complete its schedules and statement of
financial affairs.  

The Debtor is indebted to:

     (1) Capstone Capital Group LLC in the amount of $2,650,000,
which is secured  by all the Debtor's assets.

     (2) The Internal Revenue Service, in the disputed amount of
$408,000.  The IRS had recently restrained the Debtor's bank
account which at the time, had the sum of $58,592 on deposit.

     (3) Weihai Textile Group Import & Export Co., Ltd., in the
amount of $1,345,764, plus $606,013 in prejudgment interest,
pursuant to a decision granting judgment in favor of Weihai Textile
Group on its cause of action for breach of contract against the
Debtor.

The Debtor contends that it will suffer immediate and irreparable
harm if it is not authorized to use cash collateral to fund the
expenses set forth in the Budget.  The Debtor further contends that
absent such authorization, it will not be able to continue to
operate its business and protect and preserve property of the
estate, including fulfilling purchase orders for 2017 that are
expecting to total no less than $20 million and collecting payment
therefor.

The Debtor proposes to use the cash collateral to cover critical
and essential post-petition operating expenses, which include
payroll, withholding and related taxes, health insurance costs,
rent and utilities, and critical vendors who supervise and manage
the production of the Debtor’s outerwear garments.

The Debtor's proposed Budget covers the months of November 2016
through February 2017  The Budget provides for total disbursements
in the amount of $98,711 for November 2016, $179,809 for December
2016, $181,197 for January 2017, and $178,625 for February 2017.

The Debtor proposes to grant Capstone Capital Group and the IRS
with a replacement lien on the Debtor's commissions and receivables
and the Debtor's projected positive cash flow.  The Debtor further
proposes to grant the IRS with monthly adequate protection payments
in the range of $5,833 to $7,434, on a preliminary basis.

A full-text copy of the Debtor's Motion, dated Nov. 23, 2016, is
available at
http://bankrupt.com/misc/Level8Apparel2016_1613164jlg_10.pdf

A full-text copy of the Debtor's proposed Budget, dated Nov. 23,
2016, is available at
http://bankrupt.com/misc/Level8Apparel2016_1613164jlg_10_5.pdf

                      About Level 8 Apparel

Level 8 Apparel LLC is an outerwear design, import/manufacturing
company that produces, among other things, men's and women's
outerwear garments.  It holds licenses to produce and sell Elie
Tahari men's outerwear, Tahari men's outerwear, and On Five men's
and women's apparel and outerwear.  It also has a private label
division, which produces apparel for large vertical retailers such
as Costco, Express, Urban Outfitters, Lane Bryant, and others.  Its
principal place of business is located at 250 West 39th Street,
Suite 502, New York, NY.

Level 8 Apparel LLC filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 16-13164) on Nov. 14, 2016.  The petition was signed by
Frank Spadaro, president.  The case is assigned to Judge James L.
Garrity Jr.  At the time of filing, the Debtor estimated $1 million
to $10 million in both assets and liabilities.  The Debtor is
represented by Steven Soulios, Esq., Ruta Soulios Stratis LLP.

No trustee or examiner or statutory committee has been appointed in
the Chapter 11 case.


LIBERTY MEDIA: Egan-Jones Withdraws BB+ Sr. Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on Nov. 11, 2016, withdrew the BB+
senior unsecured ratings on debt issued by Liberty Media Corp.

Liberty Media Corporation (Liberty) owns interests in subsidiaries
and other companies, which are engaged in the media and
entertainment industries. Through its subsidiaries and affiliates,
the Company principally operates in North America. Its principal
businesses and assets include its consolidated subsidiaries Sirius
XM Holdings Inc. (SIRIUS XM) and the Braves Holdings, LLC (Braves
Holdings), and its equity affiliate Live Nation Entertainment, Inc.
(Live Nation).



LIGHTSTONE GENERATION: Moody's Rates $1.825BB Facilities Ba3
------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to Lightstone
Generation LLC's (Lightstone or Borrower or Project) $1,825 million
senior secured credit facilities, made up of a $1,575 million term
loan B due in 2023, a $150 million term loan C for cash
collateralized letters of credit due in 2023, and a $100 million
revolving credit facility due in 2021.  The rating outlook is
stable.

Proceeds from the financing, along with approximately $723 million
in cash equity being contributed by Blackstone and ArcLight
(Sponsors), will be utilized to fund the acquisition of four power
generation assets from American Electric Power Company, Inc. (AEP;
Baa1 stable).  The largest plant is Gavin, a 2,691MW supercritical
pulverized coal-fired generating station located in Ohio.  The
other three plants are natural gas-fired: the 1,224MW Lawrenceburg
combined-cycle facility in Indiana; the 882MW Waterford
combined-cycle facility in Ohio; and the 480MW Darby peaking plant
also in Ohio.

                        RATINGS RATIONALE

The Ba3 rating for Lightstone reflects the capacity revenue
visibility that exists across Lightstone's generating portfolio
over the next three and a half years, which provides a degree of
cash flow certainty to near-term financial performance.  The rating
also considers the competitive position of this diversified
portfolio of assets consisting of a large coal-fired generating
asset and a fleet of natural gas-fired assets, the stable operating
performance of the plants, and our belief that the maintenance
history on these plants is quite strong given the involvement from
AEP.  In addition, the rating reflects Lightstone's relatively
conservative capital structure, which includes a significant equity
contribution from the Sponsors. However, the rating also considers
the Project's exposure to cash flow volatility as a largely
merchant generation portfolio, as well as the corporate-like
flexibility with regard to the ability to incur incremental
leverage and the lack of a meaningful financial covenant.

The Gavin coal-fired plant is one of the largest such plants in the
PJM Interconnection (PJM).  Although the plant is over 40 years
old, it has been well maintained by AEP and many of the key
components have been entirely replaced or refurbished over the
years.  With heat rates in the range of 9,900 mmbtu / kWh, the
facility is among the most efficient in the region.  The plant also
benefits from its proximity to multiple nearby coal basins for low
cost fuel supply as well as its location on the banks of the Ohio
River, which allows for economical barge transport.  The
combination of relatively low heat rates and low delivered fuel
cost provides the plant with a competitive advantage as its
variable production costs have historically tended to be in the $25
to $28/MWh range.  As a result, the plant has demonstrated
relatively high capacity factors, averaging about 70% for the past
5 years, even during a period of low natural gas prices.

The rating also recognizes the portfolio benefits of owning
well-placed, competitive natural gas plants.  The portfolio
provides scale across three natural gas-fired plants that are
combined with a fully-scrubbed, environmentally compliant
coal-fired generating facility.  The benefits of this diverse mix
should result in a naturally hedged portfolio and more stable
earnings under a variety of gas price environments, which makes
Lightstone a stronger credit than other coal only assets.

AEP has invested steadily in pollution control equipment designed
to assure compliance with increasingly stringent environmental
regulations.  AEP's past investments at Gavin include installation
of control technologies for NOx, SO2, mercury and particulate
matter.  The natural gas plants are also compliant with all current
environmental regulations.  In addition, the new Sponsors are
expected to make ongoing investment in the fleet.  For example, as
a result of recent EPA regulations for Coal Combustion Residuals
(CCR) and Emission Limitation Guidelines (ELG), the new owners are
planning to make additional capital expenditures at Gavin to comply
with those regulations.  ELG prohibits the discharge of water
containing ash into rivers and other water supplies.  CCR involves
the lining of ash disposal sites with clay to prevent the ash from
seeping into the water table.  Although the plant is exposed to
greenhouse gas regulations such as the US Environmental Protection
Agency's proposed Clean Power Plan, the efficiency of the plant and
the anticipated debt reduction during the seven-year term loan
period helps to mitigate this exposure. With respect to the natural
gas plants, we understand that the Sponsors plan to make capital
improvements at those plants as well.  For example, Lawrenceburg
has budgeted an Advance Gas Path (AGP) upgrade between 2018 and
2020, which is expected to result in increased 72MW of output and a
decreased heat rate during the projection period.

Notwithstanding the above outlined qualitative strengths across the
portfolio and the revenue visibility captured from the PJM capacity
market, the Ba3 rating recognizes that a significant portion of
Lightstone's gross margins and related cash flow will come from the
sale of energy at market prices.  Although some revenue stability
is provided by the PJM capacity market, which allows generators to
sell capacity three years forward, more than 50% of Lightstone's
gross margin is expected to come from the sale of un-contracted
energy.  Such energy margin cash flow is key for Lightstone's
anticipated debt repayment.

Lightstone's projected financial metrics, such as its ratio of
funds from operations to debt (FFO/debt), its debt service coverage
ratio (DSCR), and the amount of debt that will be repaid via an
annual sweep of excess cash flows are highly dependent on market
conditions for the sale of energy and capacity and the purchase of
fuel for the Project.  The assumed operating profile of the plants,
including their expenses for operations and maintenance as well as
their capacity factors and heat rates, are also key determinants of
Lightstone's future cash flow.

Expected Financial Performance

The Sponsor's base case projections for energy, capacity, and fuel
prices, as well as their assumptions for capacity factors, have
been developed based on a fundamental analysis of PJM performed by
ICF International.  The resulting forecast assumes a modest
increase in energy prices starting in 2017, (primarily as a result
of planned generation retirements along with increasing gas
prices).  The Sponsors also assume that the 100% implementation of
Capacity Performance (CP) in PJM beginning in May 2017 (previously
80%) will result in higher capacity prices and revenues going
forward.  Based on these assumptions, Lightstone's three-year
average projected FFO/debt is 16.6%, and its three-year average
debt service coverage ratio is 2.9 times; these metrics would score
in the mid-Ba range under our rating methodology for Power
Generation Projects (the Methodology).  In this scenario, 68% of
the term loan is repaid from excess cash flow prior to its 2023
maturity date.

By comparison, the Moody's base case assumes little or no growth in
energy margins or capacity revenue and relies more heavily on
recent historical performance.  Moody's notes that year-over-year
capacity auction prices have been volatile, with the most recent
auction covering the 2019/2020 capacity year clearing at
$100/MW-day, which was much lower than other recent results and
what certain market participants had expected it to be.  For the
Moody's case, Moody's has assumed a forward capacity price that
equates to the four-year average price.  Moody's has also assumed
no growth in the energy margins at the plants as well as higher
operating costs across the board.  Based on these more conservative
assumptions, Moody's projects Lightstone's three-year average
FFO/debt ratio to be 10.5%, and its DSCR to be around 2.2 times.
These metrics are consistent with scores in the B range of the
Methodology.  Based on our forecast, we anticipate approximately
46% of the initial term loan balance would be repaid by its 2023
maturity.

Structural Considerations

The lenders will benefit from traditional project financing
features including a pledge of the assets and the Sponsor's
ownership interests in the plants, a trustee administered cash flow
waterfall of accounts, and a six-month debt service reserve that
will be initially funded with cash, but which could be provided in
the form of a letter of credit.  There will be also be a $52
million voluntary excess liquidity reserve funded at closing and
additional liquidity from a $100 million revolving credit
facility.

The terms and conditions of the proposed transaction structure do
not contemplate a financial covenant on the term loan, which is a
credit weakness.  There is a minimum DSCR financial covenant of 1.1
times that applies to the revolving credit facility, but only when
it is drawn by 35%, excluding $15 million used for the issuance of
LCs, which effectively makes the covenant apply after 50% of the
revolver has been utilized.  In addition, the Project has
corporate-like flexibility with regard to the incurrence of
additional indebtedness, another credit weakness.  Lightstone may
incur pari passu debt up to 4.25 times Net Debt to EBITDA
calculated on a rolling four quarters basis.  That said, the
issuance of such incremental debt is subject to each rating
agency's affirmation of its then existing rating after
consideration of the proposed debt issuance.

Debt will be repaid quarterly via a 1% scheduled amortization
schedule.  There will also be a mandatory annual cash sweep with
step down provisions depending on performance.  If the Net Debt to
EBITDA ratio exceeds 4.0 times, the sweep is 100% of excess cash
flow.  The cash sweep steps down to 75% when the ratio is equal to
or less than 4.0 times; and it steps down further to 50% when the
ratio is equal to or less than 3.5 times.  In the Moody's base
case, the ratio of Net Debt to EBITDA drops below 3.5 times in
2018; so for all intents and purposes, the sweep is expected to be
50% of excess cash flow over the life of the transaction.

Rating Outlook

The rating outlook for Lightstone is stable reflecting the
Project's competitive advantages, its position within the PJM
market and a capital structure that positions the company
reasonably well to withstand the volatility associated with
operating as an entirely merchant generator.  The outlook also
assumes the plants will continue to be operated in a way that is
consistent with past operating performance.

Factors that Could Lead to an Upgrade

Given the potential merchant cash flow volatility, the rating is
not likely to be adjusted upward; if however, Lightstone is able to
consistently generate excess cash flow that is in excess of our
base case expectations, for example if its FFO/debt ratio were to
be above 20% on a sustainable basis, there could be upward pressure
on the rating.

Factors that Could Lead to a Downgrade

Negative rating pressure could develop if the Lightstone plants
were to experience prolonged operational issues or significantly
increased expenses or if market conditions were to weaken such that
the Project's cash flow generating ability became materially
impacted leading to deteriorating credit metrics.  For example, the
rating could come under pressure should the ratio of FFO/debt
remained below 10% for an extended period.

The ratings are predicated upon final documentation in accordance
with Moody's current understanding of the transaction and final
debt sizing, projected cash flow and credit metrics that are
consistent with our current expectations.

The principal methodology used in these ratings was Power
Generation Projects published in December 2012.


LINN ENERGY: Posts $198-Mil. Net Loss for Sept. 30 Quarter
----------------------------------------------------------
LINN Energy, LLC, reported a net loss of $198,365,000 for the three
months ended Sept. 30, 2016, from a net loss of $1,569,317,000 for
the same period in 2015.  For the nine months ended Sept. 30, 2016,
the Company posted a net loss of $1,337,619,000 compared a net loss
of $2,287,604,000 for the same period a year ago.

Revenues for the quarter total $385,665,000, compared to
$998,304,000 for a year-ago period.  Revenues for the nine months
ended Sept. 30, 2016, total $955,827,000, compared to
$2,236,679,000 for the same period last year.

As of Sept. 30, 2016, the Company had total assets of
$7,402,948,000 against total current liabilities of $3,239,926,000;
Liabilities subject to compromise of $5,173,059,000 and
unitholders' deficit of $1,582,359,000.

A copy of the Company's earnings report on Form 10-Q is available
at https://is.gd/KxtYEG

                             Bank RSA

Prior to the Petition Date, on May 10, 2016, the Debtors entered
into a restructuring support agreement with certain holders
collectively holding or controlling at least 66.67% by aggregate
outstanding principal amounts under (i) the Company's Sixth Amended
and Restated Credit Agreement and (ii) Berry's Second Amended and
Restated Credit Agreement.

The Bank RSA sets forth, subject to certain conditions, the
commitment of the Consenting Bank Creditors to support a
comprehensive restructuring of the Debtors' long-term debt. The
restructuring transactions contemplated by the Bank RSA will be
effectuated through one or more plans of reorganization filed in
the Chapter 11 proceedings.

The Bank RSA provides that the Consenting Bank Creditors will
support the use of the LINN Debtors' and Berry's cash collateral
under specified terms and conditions, including adequate protection
terms. The Bank RSA obligates the Debtors and the Consenting Bank
Creditors to, among other things, support and not interfere with
consummation of the restructuring transactions contemplated by the
Bank RSA and, as to the Consenting Bank Creditors, vote their
claims in favor of the Plan. The Bank RSA may be terminated upon
the occurrence of certain events, including the failure to meet
specified milestones relating to, among other requirements, the
filing, confirmation and consummation of the Plan, and in the event
of certain breaches by the parties under the Bank RSA. The Bank RSA
is subject to termination if the effective date of the Plan has not
occurred within 250 days of the Petition Date. There can be no
assurance that the restructuring transactions contemplated by the
Bank RSA will be consummated.

                             LINN RSA

On October 7, 2016, the LINN Debtors entered into a restructuring
support agreement with (i) certain holders of the Company's 12.00%
senior secured second lien notes due December 2020 and (ii) certain
holders of the Company's unsecured notes.

On October 21, 2016, the LINN Debtors entered into the First
Amended and Restated Restructuring Support Agreement with (i)
certain Consenting Second Lien Noteholders, (ii) certain Consenting
Unsecured Noteholders and (iii) certain lenders under the LINN
Credit Facility.  The LINN RSA amends and restates the Original
LINN RSA and replaces the Bank RSA with respect to the terms of the
restructuring of the LINN Debtors.  The Bank RSA remains in full
force and effect with respect to the restructuring of Berry and
Linn Acquisition Company, LLC.

A copy of the Amended LINN RSA is available at
https://is.gd/aiykK0

The LINN RSA sets forth, subject to certain conditions, the
commitment of the LINN Debtors and the Consenting LINN Creditors to
support a comprehensive restructuring of the LINN Debtors'
long-term debt.  The LINN RSA obligates the LINN Debtors and the
Consenting LINN Creditors to, among other things, support and not
interfere with consummation of the Restructuring and, as to the
Consenting LINN Creditors, vote their claims in favor of the Plan.
The LINN RSA may be terminated upon the occurrence of certain
events, including the failure to meet specified milestones relating
to the filing, confirmation and consummation of the Plan, and in
the event of certain breaches by the parties under the LINN RSA.
The LINN RSA is subject to termination if the effective date of the
Plan has not occurred by March 1, 2017.  The Company cautioned that
there can be no assurance that the Restructuring will be
consummated.

On October 21, 2016, the Debtors filed a proposed Plan with the
Bankruptcy Court.

                  Backstop Commitment Agreement

On October 25, 2016, the Company entered into a backstop commitment
agreement with the parties thereto, pursuant to which the Backstop
Parties, which are also Consenting Noteholders under the Amended
and Restated RSA, have agreed to backstop a $530 million new money
investment in the LINN Debtors pursuant to rights offerings to be
conducted in accordance with the Plan.

The U.S. Bankruptcy Court has approved LINN Energy's motion to
enter into the backstop agreement and pay related fees and
expenses.

A copy of the deal is available at https://is.gd/tiZxNj

In accordance with the Plan, the Backstop Commitment Agreement and
the Rights Offerings procedures filed in the Chapter 11 Cases, the
LINN Debtors will offer eligible creditors, including the Backstop
Parties, the right to purchase new common stock or limited
liability company interests in the reorganized Company upon
emergence from the Chapter 11 Cases for an aggregate purchase price
of $530 million. The Rights Offerings will consist of the following
offerings:

     -- Holders of Unsecured Notes as of the record date set
therefor shall be granted rights entitling each such holder to
subscribe to the Rights Offering in an amount up to its pro rata
share of New Common Stock, which Unsecured Rights Offerings Shares,
collectively, will reflect an aggregate purchase price of
$319,004,408 at the per share price set forth in the Backstop
Commitment Agreement.

     -- Holders of Second Lien Notes as of the record date set
therefor shall be granted rights entitling each such holder to
subscribe to the Rights Offering in an amount up to its pro rata
share of New Common Stock, which Secured Rights Offering Shares,
collectively, will reflect an aggregate purchase price of
$210,995,592 at the per share price set forth in the Backstop
Commitment Agreement.

Under the Backstop Commitment Agreement, certain Backstop Parties
have agreed to purchase their pro rata share of the Unsecured
Rights Offering Shares and the Secured Rights Offering Shares, as
applicable, that are not duly subscribed to pursuant to the
Unsecured Rights Offering or the Secured Rights Offering, as
applicable, at the discounted per share price set forth in the
Backstop Commitment Agreement by parties other than Backstop
Parties.

The LINN Debtors agreed to pay the Backstop Parties on the Plan
effective date a commitment premium equal to 4.0% of the $530
million committed amount, of which 3.0% will be paid in cash and
1.0% will be paid in the form of New Common Stock at the discounted
per share price set forth in the Backstop Commitment Agreement. The
Backstop Commitment Premium shall be fully earned and nonrefundable
as of the date of the Court order approving the LINN Debtors' entry
into the Backstop Commitment Agreement. All amounts payable to the
Backstop Parties in their capacities as such for the Backstop
Commitment Premium shall be paid pro rata based on the amount of
their respective Backstop Commitments on the Effective Date (as
compared to the aggregate Backstop Commitment of all Backstop
Parties).

The rights to purchase New Common Stock in the Rights Offerings,
any shares issued upon exercise thereof, and all shares issued to
the Backstop Parties in respect of their Backstop Commitments
pursuant to the Backstop Commitment Premium, will be issued in
reliance upon the exemption from the registration requirements of
the securities laws pursuant to Section 1145 of the Bankruptcy
Code. All shares issued to the Backstop Parties pursuant to the
Backstop Commitment Agreement in respect of their Backstop
Commitment will be issued in reliance upon the exemption from
registration under the Securities Act of 1933, as amended, provided
by Section 4(a)(2) thereof and/or Regulation D thereunder. As a
condition to the closing of the transactions contemplated by the
Backstop Commitment Agreement, the Company will enter into a
registration rights agreement with certain Backstop Parties
entitling such Backstop Parties to request that the Company
register their securities for sale under the Securities Act at
various times.

The Backstop Parties' commitments to backstop the Rights Offerings,
and the other transactions contemplated by the Backstop Commitment
Agreement, are conditioned upon the satisfaction of all conditions
to the effectiveness of the Plan and other applicable conditions
precedent set forth in the Backstop Commitment Agreement. The
issuances of New Common Stock pursuant to the Rights Offerings and
the Backstop Commitment Agreement are conditioned upon, among other
things, confirmation of the Plan by the Court, and the Plan's
effectiveness upon the Company's emergence from its Chapter 11
Cases.

The Backstop Commitment Parties are represented in the case by:

     Mark Mandel, Esq.
     Paul Denaro, Esq.
     Brian Kelly, Esq.
     Michael Price, Esq.
     Milbank, Tweed, Hadley & McCloy LLP
     28 Liberty Street
     New York, New York 10005-1413
     Tel: (212) 530-5000
     Fax: (212) 530-5219
     E-mail: mmandel@milbank.com
             pdenaro@milbank.com
             bkelly@milbank.com
             mprice@milbank.com

            - and -

     John Rapisardi, Esq.
     David Johnson, Jr., Esq.
     O'Melveny & Myers LLP
     7 Times Square
     New York, New York 10036
     Tel: (212) 326-2000
     Fax: (212) 326-2061
     E-mail: jrapisardi@omm.com
             djohnson@omm.com

               Magnitude of Potential Claims

On July 11, 2016, the Debtors filed with the Bankruptcy Court
schedules and statements setting forth, among other things, the
assets and liabilities of the Debtors, subject to the assumptions
filed in connection therewith. The schedules and statements may be
subject to further amendment or modification after filing. Holders
of prepetition claims are required to file proofs of claims by the
applicable deadline for filing certain proofs of claims in the
Debtors' Chapter 11 cases, which was September 16, 2016, for
general claims and November 7, 2016, for governmental claims.
Differences between amounts scheduled by the Debtors and claims by
creditors will be investigated and resolved in connection with the
claims resolution process.

                    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.


LIQUIDMETAL TECHNOLOGIES: Inks Separation Agreement with CEO
------------------------------------------------------------
Liquidmetal Technologies, Inc., and Thomas Steipp, the Company's
president and chief executive officer, entered into a separation
and mutual release agreement pursuant to which Mr. Steipp resigned
as an officer, director, and employee of the Company.  The
Separation Agreement provides for the payment of severance
compensation to Mr. Steipp in the form of a lump sum of $300,000
(subject to tax withholdings) and reimbursement for COBRA
healthcare coverage for a period of 12 months.  In addition, it
provides for the accelerated vesting of 3,990,400 of the 9,939,451
unvested stock options held by Mr. Steipp as of the separation date
and the extension of the exercise period of his options until the
second anniversary of the date of the Separation Agreement. This
results in a total of 10,777,949 stock options being exercisable by
Mr. Steipp as of the separation date.  Under the Separation
Agreement, Mr. Steipp agreed to be available to provide assistance
to the Company by telephone with no additional consideration
through Feb. 28, 2017.  In connection with the Separation
Agreement, Mr. Steipp and the Company granted each other mutual
general releases subject to customary exceptions. Mr. Steipp's
resignation as a director was not the result of any disagreement
with the Company, known to an executive officer of the Company, on
any matter relating to the Company's operations, policies, or
practices.

The Company said it will name a replacement chief executive officer
and President at a future date.

                 About Liquidmetal Technologies

Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.  The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

Liquidmetal reported a net loss and comprehensive loss of $7.31
million on $125,000 of total revenue for the year ended Dec. 31,
2015, compared to a net loss and comprehensive loss of $6.55
million on $603,000 of total revenue for the year ended Dec. 31,
2014.

As of Sept. 30, 2016, Liquidmetal had $8.79 million in total
assets, $5.48 million in total liabilities and $3.30 million in
total shareholders' equity.

SingerLewak LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, stating that the Company has suffered
recurring losses from operations, has negative cash flows from
operations and has an accumulated deficit.  This raises substantial
doubt about the Company's ability to continue as a going concern.


LOWELL & SONS: Hires Samuels Yoelin as Counsel
----------------------------------------------
Lowell & Sons, LLC, seeks authority from the U.S. Bankruptcy Court
for the District of Oregon to employ Samuels Yoelin Kantor, LLP as
special eviction counsel to the Debtor.

Lowell & Sons requires Samuels Yoelin to assist the Debtor in all
eviction matters involved in the Bankruptcy case, including:

   a. initiate an eviction hearing in the state court;

   b. prosecute and complete the eviction proceeding; and

   c. oversee the removal of the non-compliant tenant from the
      Hood River property.

Samuels Yoelin will be paid at the hourly rate of $350.

Samuels Yoelin will be subject to a fee cap of $6,000.

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

Steve W. Seymour, member of Samuels Yoelin Kantor, 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.

Samuels Yoelin can be reached at:

     Steve W. Seymour, Esq.
     SAMUELS YOELIN KANTOR, LLP
     111 S.W. 5th Avenue, Suite 3800
     Portland, OR 97204
     Tel: (503) 226-2966

                   About Lowell & Sons, LLC

Lowell & Sons, LLC, filed a Chapter 11 petition (Bankr. D. Ore.
Case No. 16-33707) on Sept. 27, 2016. The petition was signed by
Lorena N. Lowell, manager. The case is assigned to Judge Trish M.
Brown. The Debtor disclosed $2.52 million in total assets and $2.60
million in total liabilities. The Debtor is represented by Theodore
J. Piteo, Esq., at Michael D. O'Brien & Associates, P.C.


LUSIGNAN SECURITY: Court Calls Cash Collateral Motion Moot
----------------------------------------------------------
Judge Christopher J. Panos of the U.S. Bankruptcy Court for the
District of Massachusetts denied Lusignan Security Agency Inc.'s
Cash Collateral Motion for being moot as the Debtor's Chapter 11
case had already been dismissed.

A full-text copy of the Order, dated Nov. 23, 2016, is available at
http://bankrupt.com/misc/LusignanSecurity2016_1640065_142.pdf

              About Lusignan Security Agency Inc.

Lusignan Security Agency Inc. filed a chapter 11 petition (Bankr.
D. Mass. Case No. 16-40065) on Jan. 21, 2016.  The petition is
signed by William F. Lusignan, president.  The Debtor is
represented by James P. Ehrhard, Esq., at Ehrhard & Associates,
P.C.  The Debtor estimated assets and liabilities at $0 to $50,000
at the time of the filing.


LUVU BRANDS: Incurs $177,000 Net Loss in Sept. 30 Quarter
---------------------------------------------------------
Luvu Brands, Inc. filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of $177,000
on $4.10 million of net sales for the three months ended Sept. 30,
2016, compared to a net loss of $222,000 on $3.71 million of net
sales for the three months ended Sept. 30, 2015.

As of Sept. 30, 2016, Luvu Brands had $3.65 million in total
assets, $6.35 million in total liabilities and a total
stockholders' deficit of $2.69 million.

As of Sept. 30, 2016, the Company has an accumulated deficit of
approximately $9,386,000 and a working capital deficit of
approximately $2,672,000.  This, the Company said, raises
substantial doubt about its ability to continue as a going
concern.

"In view of these matters, realization of a major portion of the
assets in the accompanying balance sheet is dependent upon
continued operations of the Company, which in turn is dependent
upon our ability to meet our financing requirements, and the
success of our future operations.  Management believes that actions
presently being taken to revise our operating and financial
requirements provide the opportunity for the Company to continue as
a going concern.

"These actions include an ongoing initiative to increase sales,
gross profits and our gross profit margin.  To that end, we
continued to make improvements to our e-commerce sites during 2016.
At the end of fiscal 2015 we ordered new equipment to increase our
fabric cutting capacity; this equipment was delivered and installed
during the first quarter of fiscal 2016.  At the end of fiscal
2016, we evaluated various options for increasing the throughput of
our compressed foam products and during the first quarter of fiscal
2017, we purchased new equipment for installation during the second
quarter of fiscal 2017.  These actions should yield higher sales at
a lower cost of goods sold. We also plan to continue to manage
discretionary expense levels to be better aligned with current and
expected revenue levels.  We estimate that the operational and
strategic growth plans we have identified will require
approximately $200,000 of funding, of which we estimate will be
provided by debt financing and, to a lesser extent, cash flow from
operations as well as cash on hand," the Company stated in the
filing.

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

                     https://is.gd/UrXbfk

                       About Luvu Brands

Luvu Brands, Inc., formerly known as Liberator, Inc., is a
U.S.-based manufacturer that has built several brands in the
wellness, lifestyle and casual furniture and seating categories.
Its brands are headquartered in Atlanta in a 140,000 square foot
manufacturing facility.

Luvu Brands reported a net loss of $312,000 on $16.8 million of net
sales for the year ended June 30, 2016, compared to a net loss of
$474,000 on $15.6 million of net sales for the year ended
June 30, 2015.

Liggett & Webb, P.A., in Boynton Beach, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended June 30, 2016, citing that the Company has a net
loss of $312,000, a working capital deficiency of $2.4 million, and
an accumulated deficit of $9.2 million.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.


LYNN ARTHUR NICHOLS: Unsecureds To Get $21,078.48 in 5 Yrs
----------------------------------------------------------
Lynn Arthur Nichols and Katherine Ida Nichols filed with the U.S.
Bankruptcy Court for the Middle District of Tennessee an original
disclosure statement describing the Debtors' original Chapter 11
plan.

Class 4-A General Unsecured Claims -- totaling $21,078.48 -- are
impaired under the Plan.  The holders of Class 4-A claims will get
$351.31 per month, starting on the 10th day of the month following
the effective date, until 60 months after the effective date.  A
total of $21,078.48 will be paid to Class 4-A holders.  Monthly
payments will be made on a pro rata basis based on the value of
each unsecured claim.

The Plan will be funded by the income of Mr. Nichols' music
producing and recording business, Mrs. Nichols' continued
employment with Morning Star Financial Services, and by
contributions from Mr. Nichols' mother, who has pledged to make up
any potential deficiencies on a monthly basis.  Mr. Nichols' mother
has pledged to provide up to $100,000 towards the completion of the
proposed Chapter 11 Plan.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/tnmb16-00344-74.pdf

The Plan was filed by the Debtor's counsel:

      Steven L. Lefkovitz, Esq.
      STEVEN L. LEFKOVITZ     
      618 Church Street, Suite 410    
      Nashville, TN 37219    
      Tel: (615) 256-8300
      Fax: (615) 255-4516     
      E-mail slefkovitz@lefkovitz.com

Lynn Arthur Nichols is a self-employed music producer and
songwriter.  He, along with his partner, Oscar Fumagali, owns and
operates a recording studio in Franklin, Tennessee.  Mr. Nichols is
also pursuing contract work within the television and movie
industries to provide songwriting services for shows and movies.
Katherine Ida Nichols is employed as a personal assistant by
Morning Star Financial Services.

Lynn Arthur Nichols and Katherine Ida Nichols filed for Chapter 11
bankruptcy protection (Bankr. M.D. Tenn. Case No. 16-00344) on Jan.
19, 2016.


MARINA BIOTECH: Mihir Munsif Reports 5.9% Stake as of Nov. 15
-------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Mihir Munsif disclosed that as of Nov. 15, 2016, he
beneficially owns 5,255,354 shares of common stock of Marina
Biotech, Inc., which represents 5.9 percent based on 89,771,379
shares of common stock outstanding after giving effect to the
consummation of the merger of a wholly-owned subsidiary of the
Company into IthenaPharma Inc. on Nov. 15, 2016.  A full-text copy
of the regulatory filing is available for free at:

                    https://is.gd/pzSdji

                    About Marina Biotech

Marina Biotech, Inc., headquartered in Bothell, Washington, is a
biotechnology company focused on the discovery, development and
commercialization of nucleic acid-based therapies utilizing gene
silencing approaches such as RNA interference ("RNAi") and
blocking messenger RNA ("mRNA") translation.  The Company's goal
is to improve human health through the development, either through
its own efforts or those of its collaboration partners and
licensees, of these nucleic acid-based therapeutics as well as the
delivery technologies that together provide superior treatment
options for patients.  The Company has multiple proprietary
technologies integrated into a broad nucleic acid-based drug
discovery platform, with the capability to deliver novel nucleic
acid-based therapeutics via systemic, local and oral
administration to target a wide range of human diseases, based on
the unique characteristics of the cells and organs involved in
each disease.

On June 1, 2012, the Company announced that, due to its financial
condition, it had implemented a furlough of approximately 90% of
its employees and ceased substantially all day-to-day operations.
Since that time substantially all of the furloughed employees have
been terminated.  As of Sept. 30, 2012, the Company had
approximately 11 remaining employees, including all of its
executive officers, all of whom are either furloughed or working
on reduced salary.  As a result, since June 1, 2012, its internal
research and development efforts have been minimal, pending
receipt of adequate funding.

Marina Biotech reported a net loss of $6.47 million on $500,000 of
license and other revenue for the year ended Dec. 31, 2014,
compared to a net loss of $1.57 million on $2.11 million of license
and other revenue in 2013.

As of June 30, 2016, Marina Biotech had $7.14 million in total
assets, $6.07 million in total liabilities and $1.07 million in
total stockholders' equity.

Wolf & Company, P.C., in Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has suffered
recurring losses from operations, has a significant accumulated
deficit and does not have sufficient capital to fund its
operations.  This raises substantial doubt about the Company's
ability to continue as a going concern.


MARINA BIOTECH: Posts $769,000 Net Income for Third Quarter
-----------------------------------------------------------
Marina Biotech, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
applicable to common stockholders of $769,000 on $80,000 of license
and other revenues for the three months ended Sept. 30, 2016,
compared to a net loss applicable to common stockholders of $38,000
on $50,000 of license and other revenues for the same period during
the prior year.

For the nine months ended Sept. 30, 2016, the Company reported net
income applicable to common stockholders of $2.08 million on
$480,000 of license and other revenues compared to net income
applicable to common stockholders of $386,000 on $300,000 of
license and other revenues for the nine months ended Sept. 30,
2015.

As of Sept. 30, 2016, Marina Biotech had $6.88 million in total
assets, $5.47 million in total liabilities and $1.40 million in
total stockholders' equity.

"The accompanying condensed consolidated financial statements have
been prepared on the basis that we will continue as a going
concern, which contemplates realization of assets and the
satisfaction of liabilities in the normal course of business.  At
September 30, 2016, we had an accumulated deficit of approximately
$334.1 million, $108.3 million of which has been accumulated since
we focused on RNA therapeutics in June 2008.  To the extent that
sufficient funding is available, we will continue to incur
operating losses as we execute our plan to raise additional funds
and investigate strategic and business development initiatives.  In
addition, we have had and will continue to have negative cash flows
from operations.  We have funded our losses primarily through the
sale of common and preferred stock and warrants, the sale of the
Notes, revenue provided from our license agreements and, to a
lesser extent, equipment financing facilities and secured loans.
In 2015 and 2016, we funded operations with a combination of the
issuance of the Notes, preferred stock and license-related
revenues.  At September 30, 2016, we had negative working capital
of $2.8 million and $0.1 million in cash. Our limited operating
activities consume the majority of our cash resources.

"We believe that our current cash resources, including the proceeds
from the Notes received in June 2016 as noted above, and the $0.54
million line of credit associated with the Merger Agreement, will
enable us to fund our intended operations through March 2017.  Our
ability to execute our operating plan beyond March 2017 depends on
our ability to obtain additional funding. The volatility in our
stock price, as well as market conditions in general, could make it
difficult for us to raise capital on favorable terms, or at all.
If we fail to obtain additional capital when required, we may have
to modify, delay or abandon some or all of our planned activities,
or terminate our operations.  There can be no assurance that we
will be successful in any such endeavors.  The accompanying
consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty," the
Company said in the report.

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

                    https://is.gd/wxuxR2

                     About Marina Biotech

Marina Biotech, Inc., headquartered in Bothell, Washington, is a
biotechnology company focused on the discovery, development and
commercialization of nucleic acid-based therapies utilizing gene
silencing approaches such as RNA interference ("RNAi") and
blocking messenger RNA ("mRNA") translation.  The Company's goal
is to improve human health through the development, either through
its own efforts or those of its collaboration partners and
licensees, of these nucleic acid-based therapeutics as well as the
delivery technologies that together provide superior treatment
options for patients.  The Company has multiple proprietary
technologies integrated into a broad nucleic acid-based drug
discovery platform, with the capability to deliver novel nucleic
acid-based therapeutics via systemic, local and oral
administration to target a wide range of human diseases, based on
the unique characteristics of the cells and organs involved in
each disease.

On June 1, 2012, the Company announced that, due to its financial
condition, it had implemented a furlough of approximately 90% of
its employees and ceased substantially all day-to-day operations.
Since that time substantially all of the furloughed employees have
been terminated.  As of Sept. 30, 2012, the Company had
approximately 11 remaining employees, including all of its
executive officers, all of whom are either furloughed or working
on reduced salary.  As a result, since June 1, 2012, its internal
research and development efforts have been minimal, pending
receipt of adequate funding.

Marina Biotech reported net income applicable to common
stockholders of $2.64 million for the year ended Dec. 31, 2015,
compared to a net loss applicable to common stockholders of $12.47
million for the year ended Dec. 31, 2014.

Wolf & Company, P.C., in Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has suffered
recurring losses from operations, has a significant accumulated
deficit and does not have sufficient capital to fund its
operations.  This raises substantial doubt about the Company's
ability to continue as a going concern.


MARINA BIOTECH: Pyng Soon Holds 5.9% Equity Stake as of Nov. 15
---------------------------------------------------------------
Pyng Soon disclosed in a Schedule 13G filed with the Securities and
Exchange Commission that as of Nov. 15, 2016, he beneficially owns
5,255,354 shares of common stock of Marina Biotech, Inc., which
represents 5.9 percent based on 89,771,379 shares of common stock
outstanding after giving effect to the consummation of the merger
of a wholly-owned subsidiary of the Company into IthenaPharma Inc.
on Nov. 15, 2016.  A full-text copy of the regulatory filing is
available for free at https://is.gd/E17jBf

                      About Marina Biotech

Marina Biotech, Inc., headquartered in Bothell, Washington, is a
biotechnology company focused on the discovery, development and
commercialization of nucleic acid-based therapies utilizing gene
silencing approaches such as RNA interference ("RNAi") and
blocking messenger RNA ("mRNA") translation.  The Company's goal
is to improve human health through the development, either through
its own efforts or those of its collaboration partners and
licensees, of these nucleic acid-based therapeutics as well as the
delivery technologies that together provide superior treatment
options for patients.  The Company has multiple proprietary
technologies integrated into a broad nucleic acid-based drug
discovery platform, with the capability to deliver novel nucleic
acid-based therapeutics via systemic, local and oral
administration to target a wide range of human diseases, based on
the unique characteristics of the cells and organs involved in
each disease.

On June 1, 2012, the Company announced that, due to its financial
condition, it had implemented a furlough of approximately 90% of
its employees and ceased substantially all day-to-day operations.
Since that time substantially all of the furloughed employees have
been terminated.  As of Sept. 30, 2012, the Company had
approximately 11 remaining employees, including all of its
executive officers, all of whom are either furloughed or working
on reduced salary.  As a result, since June 1, 2012, its internal
research and development efforts have been minimal, pending
receipt of adequate funding.

Marina Biotech reported a net loss of $6.47 million on $500,000 of
license and other revenue for the year ended Dec. 31, 2014,
compared to a net loss of $1.57 million on $2.11 million of license
and other revenue in 2013.

As of June 30,2 016, Marina Biotech had $7.14 million in total
assets, $6.07 million in total liabilities and $1.07 million in
total stockholders' equity.

Wolf & Company, P.C., in Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has suffered
recurring losses from operations, has a significant accumulated
deficit and does not have sufficient capital to fund its
operations.  This raises substantial doubt about the Company's
ability to continue as a going concern.


MARINA BIOTECH: Vuong Trieu Reports 44% Stake as of Nov. 15
-----------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, Vuong Trieu disclosed beneficial ownership of
39,473,553 shares of common stock (44% equity stake), Autotelic LLC
reported beneficial ownership of 23,123,558 (25.8% equity stake),
Autotelic Inc. disclosed beneficial ownership of 5,255,354 common
shares (5.9% equity stake) of Marina Biotech, Inc.

The percentage was calculated based on 89,771,379 shares of common
stock outstanding after giving effect to the consummation of the
merger of a wholly-owned subsidiary of the Company into
IthenaPharma Inc. on Nov. 15, 2016.

Vuong Trieu is the founder, chief executive officer and chairman of
the Board of Directors of IthenaPharma Inc.  Ithena became a
wholly-owned subsidiary of the Company on Nov. 15, 2016, as a
result of the consummation of the transactions contemplated by that
certain Agreement and Plan of Merger, dated as of Nov. 15, 2016, by
and between the Company, Ithena Acquisition Corporation (a
wholly-owned subsidiary of the Issuer that was merged into Ithena),
Ithena, and Vuong Trieu as the representative of the stockholders
of Ithena).  In connection with the closing of the Merger, Dr.
Trieu became the chairman of the Board of Directors of the Issuer.
Dr. Trieu, an expert in pharmaceutical development and
commercialization, also serves as chairman of the Board for the
Autotelic consortium of companies, including Oncotelic, Stocosil,
Lipomedics and Autotelic Inc., and as the chief executive officer
of Autotelic LLC.

The Reporting Persons acquired their interest in the securities in
connection with the consummation of the Merger pursuant to the
Merger Agreement.  On Nov. 15, 2016, the Company consummated the
Merger pursuant to the terms and conditions of the Merger
Agreement.  In connection with the Merger, the Reporting Persons
received an aggregate of 39,473,553 shares of Common Stock based on
the Reporting Persons' ownership of common stock of Ithena at the
time of the Merger.

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

                      https://is.gd/4CMJk2

                      About Marina Biotech

Marina Biotech, Inc., headquartered in Bothell, Washington, is a
biotechnology company focused on the discovery, development and
commercialization of nucleic acid-based therapies utilizing gene
silencing approaches such as RNA interference ("RNAi") and
blocking messenger RNA ("mRNA") translation.  The Company's goal
is to improve human health through the development, either through
its own efforts or those of its collaboration partners and
licensees, of these nucleic acid-based therapeutics as well as the
delivery technologies that together provide superior treatment
options for patients.  The Company has multiple proprietary
technologies integrated into a broad nucleic acid-based drug
discovery platform, with the capability to deliver novel nucleic
acid-based therapeutics via systemic, local and oral
administration to target a wide range of human diseases, based on
the unique characteristics of the cells and organs involved in
each disease.

On June 1, 2012, the Company announced that, due to its financial
condition, it had implemented a furlough of approximately 90% of
its employees and ceased substantially all day-to-day operations.
Since that time substantially all of the furloughed employees have
been terminated.  As of Sept. 30, 2012, the Company had
approximately 11 remaining employees, including all of its
executive officers, all of whom are either furloughed or working
on reduced salary.  As a result, since June 1, 2012, its internal
research and development efforts have been minimal, pending
receipt of adequate funding.

Marina Biotech reported a net loss of $6.47 million on $500,000 of
license and other revenue for the year ended Dec. 31, 2014,
compared to a net loss of $1.57 million on $2.11 million of license
and other revenue in 2013.

As of June 30,2 016, Marina Biotech had $7.14 million in total
assets, $6.07 million in total liabilities and $1.07 million in
total stockholders' equity.

Wolf & Company, P.C., in Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has suffered
recurring losses from operations, has a significant accumulated
deficit and does not have sufficient capital to fund its
operations.  This raises substantial doubt about the Company's
ability to continue as a going concern.


MCNEILL GROUP: Unsecureds To Get $5,267 Per Month For Five Years
----------------------------------------------------------------
McNeill Group, Inc., filed with the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania a motion for an order approving
the Debtor's disclosure statement related to the Debtor's plan of
reorganization.

Class 3 Unsecured Claims is impaired under the Plan.  The Debtor
proposes to pay the holders of allowed General Unsecured Claims in
fall, a total amount of $316,005.69, by distributing $5,267 on a
pro rata basis, monthly, for 60 months commencing on the Effective
Date.  The treatment and consideration to be received by holders of
Class 3 allowed claims will be in full settlement, satisfaction,
release and discharge of their respective claims and liens.

It is estimated that Unsecured Creditors will receive approximately
100% of their claims in monthly payments for 60 months distributed
on a pro ram basis commencing on the Effective
Date.

The Plan will be funded through the Debtor's ongoing operations.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/paeb16-14943-149.pdf

                       About McNeill Group

McNeill Group, Inc., and McNeill Properties V, LLC, filed Chapter
11 petitions (Bankr. E.D. Pa. Lead Case No. 16-14943) on July 12,
2016.  The petitions were signed by Edward J. McNeill, Jr.,
president.

The Debtors are represented by Albert A. Ciardi, III, Esq., at
Ciardi Ciardi & Astin, P.C.  The cases are assigned to Judge Jean
FitzSimon (16-14943) and Judge Ashely M. Chan (16-14944).

The Debtors each estimated assets and liabilities of $10 million to
$50 million at the time of the filing.

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


MICRO FOCUS: Moody's Puts B1 CFR on Review for Downgrade
--------------------------------------------------------
Moody's Investors Service has placed on review for downgrade the B1
corporate family rating, the B1-PD probability of default rating
(PDR) for Micro Focus International plc (Micro Focus) as well as
the B1 senior secured facilities issued by MA FinanceCo., LLC.

"The review was triggered by Micro Focus' announcement of its
merger proposal with the Software Business Segment of Hewlett
Packard Enterprise (HPE Software) which is much larger in size than
Micro Focus, says Falk Frey, Senior Vice President and lead analyst
at Moody's for Micro Focus.  The transaction with a value of $8.8
billion will result in an estimated Moody's adjusted leverage of
close to 4.0x", Mr Frey added.

The review will mainly but not exclusively focus on a more detailed
analysis of the financial impact of the merger and the resulting
credit metrics, implementation costs, possible synergies and its
time horizon as well as the ability and timeline of de-leveraging.

Moody's expects to close the review within the next three months
and anticipates that a possible downgrade will be limited to one
notch.  Should our more detailed analysis of the implications of
the merger confirm our current estimates on the resulting credit
metrics and financials the review might also result an affirmation
of the current rating.

                         RATINGS RATIONALE

Liquidity

Micro Focus has secured a total of $5.5 billion of debt financing
related to the transaction including a revolving credit facility of
$500 million.  These commitments are deemed to be sufficient to
finance the $2.5 billion cash payment to HPE Software, a $400
million cash distribution to current Micro Focus' shareholders,
fees and royalties as well as the refinancing of Micro Focus
outstanding debt of around $2.1 billion.

What Could Change the Rating -- Down/Up

The ratings could be downgraded in case of (1) a prolonged decline
in revenue, EBITDA or cash flow, particularly if there has not been
a material reduction in debt and leverage i.e., debt/EBITDA not
declining to 3.0x (3.6x per October 2015) or below in the next two
years; (2) inability to generate free cash flows (as
Moody's-adjusted) of around $200 million p.a. from financial year
2016 (ending 30 April 2016) onwards, as well as a material
deterioration in the company's liquidity profile.

The ratings could be upgraded in case of a successful integration
of the recent acquisitions thereby being able to at least stabilise
current revenue declines from the existing product portfolio and
applying free cash flows generated to materially reduce debt, in
line with publicly stated target of net debt to Facility EBITDA
leverage of 2.5x within 2 years of closing.  On a pro-forma basis,
following the Serena acquisition this measure is 2.6x.

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

Headquartered in Newbury, UK, Micro Focus is a leading software
company specializing in software solutions that allow companies to
develop, test, deploy, assess and modernize business critical
applications.  The company generated sales of approximately
$1.2 billion in business year ending 30 April 2016 and reported an
adjusted EBITDA of $546 million.


MICROCHIP TECHNOLOGY: Egan-Jones Cuts Sr. Unsec. Ratings to BB-
---------------------------------------------------------------
Egan-Jones Ratings Company, on Nov. 11, 2016, downgraded the senior
unsecured ratings on debt issued by Microchip Technology Inc. to
BB- from BB.

Microchip Technology is an American manufacturer of
microcontroller, memory and analog semiconductors.



MINERVA YAGER: Plan Confirmation Hearing Set for Jan. 10
--------------------------------------------------------
Judge Scott H. Gan of the U.S. Bankruptcy Court for the District of
Arizona approved the disclosure statement explaining Minerva
Yager's second amended plan of reorganization dated Nov. 7, 2016,
and scheduled the hearing to consider the confirmation of the Plan
for January 10, 2017, at 1:30 p.m.

The last day for filing written acceptances or rejections of the
Plan is fixed at five business days prior to the Plan confirmation
hearing date.  The last day for filing and serving written
objections to confirmation of the Plan is fixed at five business
days prior to the Plan confirmation hearing date.

The written report by proponent is to be filed three business days
prior to the hearing date set for the confirmation of the Plan.

If the Debtor is an individual, the Plan confirmation hearing date
is the last date to file a complaint objecting to the discharge of
the Debtor pursuant to Sections 1141 and 727 of the Bankruptcy
Code.

Under the Second Amended Plan, Class 9 - Unsecured Deficiency
Claims and Unsecured Claims -- estimated at $94,034.09, which does
not include any deficiency amounts for secured creditors -- is
impaired.  All allowed and approved claims under this class will be
paid the sum of $450 on a quarterly basis, pro rata, from Debtors'
disposable income, to be paid on the last day of each quarter,
starting with the quarter ending after the Effective Date and
anticipated to be Dec. 31, 2016, and continuing each quarter for
five years.  Any liens held by the Class 9 creditors will be null
and void and removed as of the Effective Date.

The Debtors will provide for payment of all timely filed and
allowed claims over 60 months.  The Debtors will make payments in
the sum of $450 per quarter to the Class 9 unsecured creditors,
which will be disbursed as set forth in the Plan.  The source of
the funds will come from the Debtor's earned post-petition income.

The Second Amended Disclosure Statement is available at:

          http://bankrupt.com/misc/azb15-05845-116.pdf

As reported by the Troubled Company Reporter on June 30, 2016, the
Debtor filed with the Bankruptcy Court in Arizona her First
Amended
Disclosure Statement and First Amended Plan of Reorganization,
dated June 9, 2016.  Under that Plan, all allowed and approved
unsecured claims in Class 10 will be paid the sum of $450 on a
quarterly basis, pro rata, from the Debtors' disposable income, to
be paid on the last day of each quarter, beginning with the
quarter
ending after the Effective Date and anticipated to be Sept. 30,
2016, and continuing each quarter thereinafter for five years.

                       About Minerva Yager

Minerva Yager was born and raised in a small mining town in
Cananea, Sonora, Mexico.  She attended bilingual elementary,
middle, and high school with preparatory training and started
working right after graduation.  Mrs. Yager met her now deceased
husband Marc Yager in 1991.  Mr. Yager had a furniture shop in
Tucson by the name of Morewood & Yager, Inc.  When NAFTA started,
Mr. Yager saw a great opportunity with the trade across the border
program and opened a furniture manufacturing shop in Mexico to
supply furniture to his store Morewood & Yager in Tucson.  Mrs.
Yager was a homemaker and Mr. Yager ran a furniture business
during
their marriage.

The Debtor filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
15-05845) on May 12, 2015.  She is represented by Eric Slocum
Sparks, Esq., at the Law Offices of Eric Slocum Sparks, P.C.


MISSION NEWENERGY: All Resolutions Passed at Annual Meeting
-----------------------------------------------------------
Mission NewEnergy Limited disclosed that at the annual general
meeting held Nov. 22, 2016, all the resolutions put to the members
were passed on a show of hands.  At the meeting, the shareholders:
(a) adopted the remuneration report, (b) re-elected Guy Burnett as
director, (c) re-elected Mr. Mohd Azlan bin Mohammed as director,
and (d) approved the 10% placement facility.

Chief Executive Officer's Address to the 2016 Annual General
Meeting:

"On behalf of my fellow directors of the company, I bid you a warm
welcome to the 2016 Annual General Meeting of Mission NewEnergy
Limited.

"The Annual report which was available to all shareholders a month
ago has most of the facts & figures of the year under review.  My
team and I would be delighted to answer any queries that you may
have on the contents of the report at the end of this address.
I would like to use this opportunity to update you on the status of
the company's operations and some of the initiatives that we will
be seeking to implement in the forthcoming months.

During the year we achieved an amicable out of court settlement of
the long-standing disagreement with the EPCC contractor of our
250,000 tpa refinery.

Mission currently has no debt and a 20% equity stake in a refinery
in South East Asia. We have looked at multiple opportunities to
inject into the group over the past twelve months.  However given
the limited cash resources and stringent ASX listing rules around
reverse take-overs, it has not been easy to find a suitable target
company to acquire and create value for shareholders.

Your Board continues to look for new opportunities that are
achievable within cash constraints although new fund raising may be
required in due course to grow the business.

In closing, once again my heartfelt thanks to colleagues on the
Board for their invaluable guidance and my sincere appreciation to
Mission’s dedicated employees who continue to contribute their
best during these times.  To all our investors, my gratitude for
your support over these challenging times."

                    About Mission NewEnergy

Mission NewEnergy Limited is an Australia-based renewable energy
company.  The Company operates a biodiesel plant in Malaysia.  The
Company's segments include Biodiesel Refining and Corporate.  The
Company owns an interest in a biodiesel refinery in Malaysia, which
has a nameplate capacity of approximately 250,000 tons per year.
The Company's subsidiaries include Mission Biofuels Sdn Bhd and M2
Capital Sdn Bhd.

Mission reported a net loss of $2.33 million on $41,960 of total
revenue for the fiscal year ended June 30, 2016, compared with net
income $28.36 million on $7.27 million of total revenue for the
fiscal year ended June 30, 2015.

BDO Audit (WA) Pty. Ltd. issued a "going concern" qualification on
the consolidated financial statements for the fiscal year ended
June 30, 2016, stating that the consolidated entity has suffered
recurring losses from operations that raises substantial doubt
about its ability to continue as a going concern.

At June 30, 2016, the Company had total assets of $6.17 million,
total liabilities of $1.40 million, all current, and $4.76 million
in total stockholders' equity.


MOMENTIVE PERFORMANCE: Posts $16M Net Loss for Sept. 30 Quarter
---------------------------------------------------------------
Momentive Performance Materials Inc., which emerged from Chapter 11
bankruptcy in October 2014, reported a net loss of $16 million for
the three months ended Sept. 30, 2016.  For the same period last
year, the Company posted a net loss of $31 million.

For the three quarters ended Sept. 30, 2016, Momentive Performance
posted a net loss of $43 million, slightly down from a net loss of
$45 million for the nine months ended Sept. 30, 2015.

Momentive Performance posted Net sales of $567 million for the most
recent quarter, compared to $559 million in net sales during the
same period a year ago.  For the nine months ended Sept. 30, 2016,
it posted net sales of $1.6 billion, compared to net sales of $1.7
billion during the same period in 2015.

Its indirect parent company, MPM Holdings, Inc., posted a net loss
of $17 million for the quarter.

In a press statement, MPM Holdings, Momentive Performance's
indirect parent company following bankruptcy emergence, disclosed
that at September 30, 2016, MPM had net debt, which is total debt
less cash and cash equivalents, of approximately $1.0 billion. In
addition, at September 30, 2016, Momentive had approximately $410
million in liquidity, including $201 million of unrestricted cash
and cash equivalents and $209 million of availability under its
senior secured asset-based revolving loan facility.  Momentive
expects to have adequate liquidity to fund its operations for the
foreseeable future from cash on its balance sheet, cash flows
provided by operating activities and amounts available for
borrowings under its ABL Facility.

Momentive said it has developed a global restructuring program that
is expected to generate $35 million in annual savings.  Through
September 30, 2016, Momentive achieved $19 million of savings under
this program and expects to deliver approximately $27 million of
savings in fiscal year 2016.  Momentive expects to fully implement
its global restructuring program in the first half of 2017 and has
accrued approximately $13 million of related expenses, of which
approximately $10 million have been incurred to date.

A copy of the earnings report on Form 10-Q is available at
https://is.gd/ubFm2w

                   About Momentive Performance

Momentive is a producer of silicones and silicone derivatives.
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.

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 served as 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.

MPM Holdings Inc. trades under the symbol OTCQX: MPMQ.

                           *     *     *

Momentive continues to carry Moody's Investors Service's "Caa1" and
S&P's "B" corporate ratings.  In late January 2016, Moody's
downgraded Momentive Performance's corporate family rating (CFR) to
Caa1 from B3.


NAUGHTON PLUMBING: Seeks Court Approval for Cash Collateral Use
---------------------------------------------------------------
Naughton Plumbing Sales Co., Inc., asks the U.S. Bankruptcy Court
for the District of Arizona for authorization to use the cash
collateral of Alliance Bank of Arizona and Orgill, Inc.

The Debtor relates that Alliance Bank and Orgill have a security
interest in certain of the Debtor's personal and real property.
Alliance Bank contended that funds generated in the normal course
of operating the Debtor's business is cash collateral.  

The Debtor contends that it has not had sufficient time to
determine the validity and extent of Alliance Bank's lien and
Orgill's lien, and that Alliance Bank and Orill have yet had an
opportunity to satisfy their burden of proving the existence and
extent of their interest in the property they claim as cash
collateral.

The Debtor proposes to use revenue from the business and
prepetition cash deposited in a debtor-in-possession account to pay
for operating expenses.  The Debtor says that it needs immediate
authority to use cash collateral to fund its day-to-day operations
and ultimately achieve a successful reorganization.  The Debtor
further says that without the ability to use cash collateral, it
will be forced to terminate its employees and close its business.

The Debtor's proposed Budget covers the months of October 2016
through September 2017.  The Budget provides for total selling,
general and administrative expenses in the amount of $3,050,002.

The Debtor tells the Court that Alliance Bank and Orgill are
adequately protected by the Debtor's proposed use of cash
collateral to maintain the operation of its business by paying for
maintenance, insurance, taxes and other operating expenses.  The
Debtor further tells the Court that it is in the best position to
operate its business and by allowing it to use cash collateral to
continue and to increase its business, Alliance Bank and Orgill are
more likely to recover on their claims.  The Debtor asserts that
the use of cash collateral will not decrease the value of the
creditor's interest in the property, but will reduce the
possibility that the business and property will decrease in value.

A full-text copy of the Debtor's Motion, dated Nov. 23, 2016, is
available at
http://bankrupt.com/misc/NaughtonPlumbing2016_416bk13201shg_22.pdf

A full-text copy of the Debtor's proposed Budget, dated Nov. 23,
2016, is available at
http://bankrupt.com/misc/NaughtonPlumbing2016_416bk13201shg_22_1.pdf

The Debtor's attorneys:

         SMITH & SMITH LAW OFFICES, PLLC
         Gerald K. Smith, Esq.
         John C Smith, Esq.
         Grant L. Cartwright, Esq.
         Cody D. Vandewerker, Esq.      
         6720 E Camino Principal, Suite 203
         Tucson, AZ 85715
         Tel: 520-722-1605
         Fax: 520-722-9096
         E-mail: gerald@smithandsmithpllc.com
                 john@smithandsmithpllc.com
                 grant@smithandsmithpllc.com
                 cody@smithandsmithpllc.com

                  About Naughton Plumbing Sales

Naughton Plumbing Sales Co., Inc., an Arizona corporation, sells
plumbing, heating, and cooling supplies.

Naughton Plumbing filed a chapter 11 petition (D. Ariz. Case No.
16-13201) on Nov. 17, 2016.  The petition was signed by Frank W.
Naughton, president.  The case is assigned to Judge Scott H. Gan.


The Debtor estimated assets and debt at $1 billion to $10 billion
at the time of the filing.

The Debtor is represented by attorneys at Smith & Smith Law
Offices, PLLC.

No request has been made for the appointment of a trustee or an
examiner and none has been appointed in the case.  No official
committee of unsecured creditors has been appointed in the case.


NETSUITE INC: Egan-Jones Withdrew B+ Sr. Unsec. Ratings
-------------------------------------------------------
Egan-Jones Ratings Company, on Nov. 11, 2016, withdrew the B+
senior unsecured ratings on debt issued by NetSuite Inc.

NetSuite Inc. is an American software company based in San Mateo,
California, that sells an eponymous group of software services used
to manage a business's operations and customer relations.



NEW JERSEY HEADWEAR: Hires Bederson as Financial Advisor
--------------------------------------------------------
New Jersey Headwear Corp., seeks authority from the U.S. Bankruptcy
Court for the District of New Jersey to employ Bederson, LLP as
financial advisor to the Debtor.

New Jersey Headwear requires Bederson to:

   a. serve as the Debtor's financial advisor during the above-
      captioned bankruptcy case;

   b. assist the Debtor in the preparation, monitoring and
      periodic refinement of cash flow forecasts that measure
      actual to forecasted performance;

   c. assist the Debtor in communicating with its Secured and
      Unsecured Creditors;

   d. assist the Debtor in interfacing with pre-petition senior
      lenders, and other constituents, including any Committee of
      Unsecured Creditors that may be formed and its counsel and
      financial advisor, if any;

   e. assist the Debtor in preparing the Statement of Financial
      Affairs, Schedules, Monthly Operating Reports, and other
      documentation and reports required in conjunction with the
      Debtor's bankruptcy filing, and provide testimony if so
      requested;

   f. assist the Debtor with daily cash management activities,
      including maximizing and forecasting collections and
      availability, and assist the Debtor with prioritizing
      disbursements within the Debtor's availability constraints
      and subject to its cash flow capability;

   g. assist in accounting customer trust funds to be used in
      manufacturing their respective pre-petition and any post-
      petition deposits against specific purchase orders to the
      Debtor;

   h. assist the Debtor in connection with the negotiations and
      structuring of a Section 363(b) and (f) sale of
      substantially all of its assets as a going concern; and

   i. render any other restructuring advisory services, as
      requested by the Debtor or counsel, including negotiations
      required by 11 USC Sections 1113-1114.

Bederson will be paid at these hourly rates:

     Partners                       $380-$515
     Managers                       $320
     Supervisors                    $260
     Senior Accountants             $250
     Semi Senior Accountants        $210-$220
     Staff Associates               $175
     Para Professionals             $160

Bederson will be paid a retainer in the amount of $15,000.

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

Edward Bond, member of Bederson, 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.

Bederson can be reached at:

     Edward Bond, Esq.
     BEDERSON, LLP
     347 Mt. Pleasant Avenue, Suite 200
     West Orange, NJ 07052
     Tel: (973) 736-3333

                    About New Jersey Headwear

New Jersey Headwear Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. N.J. Case No. 16-31777) on November 14,
2016. The petition was signed by Mitchell Cahn, president.

The case is assigned to Judge Stacey L. Meisel.

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


NEWGIOCO GROUP: Insufficient Cash Flow Raises Going Concern Doubt
-----------------------------------------------------------------
Newgioco Group, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net
income of $36,115 on $2.61 million of revenue for the three months
ended September 30, 2016, compared to a net loss of $467,125 on
$1.12 million of revenue for the same period in 2015.

For the nine months ended September 30, 2016, the Company recorded
a net loss of $621,159 on $5.88 million of revenue, compared to a
net loss of $1.19 million on $3.33 million of revenue for the same
period last year.

The Company's balance sheet at September 30, 2016, showed total
assets of $7.15 million, total liabilities of $3.77 million, and a
stockholders' equity of $3.37 million.

The Company had a working capital deficit of $601,847 as of
September 30, 2016, and reported operating losses for the past two
years.  There are no assurances that management will be successful
in achieving sufficient cash flows to fund the Company's working
capital needs, or whether the Company will be able to refinance or
renegotiate its obligations when they become due or raise
additional capital through future debt or equity.  These factors,
among others, raise substantial doubt about the Company's ability
to continue as a going concern.

Management plans to mitigate its losses in future years by
significantly reducing its operating expenses, seeking out new
business opportunities and attempting to raise debt or equity
financing.  However, there is no assurance that the Company will be
able to obtain additional financing, reduce its operating expenses
or be successful in maintaining a viable business.

A full-text copy of the Company's Form 10-Q is available at:
                
                   https://is.gd/yrTRDJ

Newgioco Group, Inc., is now a vertically integrated company
offering a complete suite of gaming services including a variety of
online and offline lottery and casino gaming, as well as sports
betting through a retail distribution of leisure betting locations
situated throughout Italy, in addition to operating a proprietary
Betting Operating System ("BOS").



NEWPARK RESOURCES: Egan-Jones Cuts Sr. Unsec. Ratings to CCC+
-------------------------------------------------------------
Egan-Jones Ratings Company, on Nov. 14, 2016, downgraded the senior
unsecured ratings on debt issued by Newpark Resources Inc. to CCC+
from B-.

Newpark Resources, Inc. provides environmental services to the oil
and gas exploration and production industry, primarily in the Gulf
Coast market.



NORANDA ALUMINUM: Court Approves Global Settlement
--------------------------------------------------
Bankruptcy Judge Barry S. Schermer for the Eastern District of
Missouri entered an order approving a Global Settlement Stipulation
among:

     (a) Noranda Aluminum, Inc., and its Debtor affiliates,

     (b) Cortland Capital Market Services LLC, not individually but
solely in its separate capacities as the Pre-petition Term Agent
and Term DIP Agent,

     (c) the Ad Hoc  Group of Prepetition Term Lenders,

     (d) Delaware Trust Company, as successor Indenture Trustee,

     (e) the statutory committee of unsecured creditors, and

     (f) the Pension Benefit Guaranty Corporation.

The Stipulation provides for, among other things: creditor
recoveries from the proceeds of, among other things, the sale of
the Downstream Business and proceeds to be received from the sale
of the Upstream Business; a waiver by the Committee of any right to
challenge any of the claims or liens of the Term Secured Parties;
implementation of certain claims reconciliation procedures; payment
of certain
administrative expenses; and the exchange of releases among the
Parties.

The Key Terms of the Stipulation are:

     (a) Acknowledgement of Liens

The Committee will irrevocably waive any right to challenge the
validity of the claims and liens of Cortland, and none of the Term
Adequate Protection Claims or the Term Adequate Protection Liens
shall be subject to avoidance or any other challenge by any party.

     (b) Allowance of Certain Claims

The Pension Benefit Guaranty Corporation's administrative priority
claim will be allowed in the amount of $6,700,000.  The claims of
Delaware Trust Company, as successor Indenture Trustee, for its
Indenture Trustee Fee (as defined in the Stipulation) shall be
allowed in the amount of $500,000.

     (c) Creditors' Trust

Pursuant to the Creditors' Trust Agreement, the Creditors' Trust
will be established for the benefit of certain of the Debtors'
creditors. The Trustee for the Creditors' Trust will distribute the
Creditor Settlement Amount, after establishing reserves in
accordance with the Creditors' Trust Agreement, on account of
certain claims against the Debtors (other than claims against
Noranda Bauxite Ltd. -- including the Allowed PBGC Administrative
Claim, the Indenture Trustee Fee, Section 503(b)(9) Claims, and
certain general unsecured claims.

The Trust may be reached at:

     Noranda Creditors Trust
     c/o META Advisors LLC, as Trustee
     101 Park Avenue, 30th Floor
     New York, NY 10178
     James D. Hunt, Chief Operating Officer
     Telephone: 212-808-5105
     Fax: 646-219-5196
     E-mail: jhunt@metaadvisorsllc.com

The Trust's counsel:

     Jeffrey D. Prol, Esq.
     Lowenstein Sandler LLP
     65 Livingston Avenue
     Roseland, NJ 07068
     Tel: 973-597-2500
     Fax: 973-597-2400
     E-mail: jprol@lowenstein.com

The Court's Order provides that the Committee and Sherwin Alumina
Company, LLC will jointly select the trustee for the trust to be
established for the benefit of holders of claims against NBL.  To
the extent the Committee and Sherwin are unable to agree on the
selection of such trustee, the Court will do the selection.

     (d) Claims Reconciliation Process

In light of the magnitude of general unsecured claims, the minimal
recovery in respect thereof -- which is currently estimated to be
less than 1% -- and the reality that the Creditors' Trust will not
have sufficient funds to complete a comprehensive claims
reconciliation process, the Debtors, on behalf of the Committee,
are seeking approval of the process the Committee employed, with
the assistance of the Debtors' advisors, to reconcile general
unsecured claims against the Debtors -- except for claims against
NBL.  

In addition, the Debtors, on behalf of the Committee, request, for
the sake of administrative convenience, that no distributions be
made on account of claims less than $100,000 because the estimated
recovery for such claims would be de minimis. After completing the
Claims Reconciliation Process, the Debtors and the Committee have
determined that certain holders of the general unsecured claims --
set forth on Exhibit C to the Stipulation -- shall receive
distributions on account of such claims, whereas holders of any and
all other general unsecured claims shall not, subject to certain
exceptions set forth in the Stipulation.

     (e) Cancellation of the Notes and Indenture

The Debtors and the Committee are requesting (i) the cancellation
of the $175,000,000 aggregate principal amount of the Noranda
Aluminum Acquisition Corp.'s (the "Issuer") 11% Senior Notes due
2019, issued pursuant to the Indenture, dated as of March 8, 2013,
among the Issuer, certain Guarantors from time to time parties
thereto, and Delaware Trust Company, as successor Indenture Trustee
to U.S. Bank, National Association, and (ii) approval of the
release and exculpation of the Indenture Trustee on the terms set
forth in Exhibit A to the Stipulation.

     (f) Dismissal or Conversion

Following the closing of the sale(s) of the Upstream Business, or
if the sale process for the Upstream Business is abandoned, the
Debtors will seek dismissal or conversion of the Chapter 11 Cases
to cases under chapter 7, as appropriate.

     (g) Administration of NBL's Estate

In the event that NBL's Chapter 11 Case is dismissed, as soon as
reasonably practicable upon the closing of any sale of NBL's
property or interests in property, and any resolution of any
disputes over whether net proceeds belong to NBL or another Debtor,
the Debtors shall transfer the net proceeds of such sale to a trust
for the benefit of the holders of claims against NBL.  The
Committee shall determine whether to either (y) amend the
Creditors' Trust Agreement, including the terms of the Trustee's
compensation, and the Creditors' Trust shall administer such assets
and claims, or (z) enter into a new trust agreement establishing
and governing a new trust, which shall administer such assets and
claims; provided that in either case, and notwithstanding anything
in the Stipulation to the contrary, the fees and expenses incurred
by such trustee and its professionals in connection with
administering the assets of and claims against NBL, including
pursuant to such trust agreement, shall have priority over all
claims and shall be paid in full, or reserved in accordance with
such trust agreement, from the NBL Sale Proceeds before any other
creditor of NBL is entitled to receive any distribution.

Any trust that administers assets of and claims against NBL shall
reconcile the general unsecured claims against NBL in accordance
with the Claims Reconciliation Process and shall distribute the net
proceeds from any sale or disposition of assets of NBL -- after
establishing reserves in accordance with the agreement governing
such trust --  solely to the creditors of NBL in accordance with
the priorities set forth in the Bankruptcy Code. If the trustee
administering the NBL Sale Proceeds determines in its sole
discretion that it is impractical, not likely to be cost-effective,
or otherwise not desirable to continue administering the NBL Sale
Proceeds, the trustee may, in his sole discretion, abandon or
otherwise turn over such proceeds for administration in accordance
with applicable law (including, but not limited to, by means of
interpleader or similar remedy).

     (h) Committee Litigation Standstill

The Committee will not oppose any sales or other dispositions of
the Debtors' property, any motion by the Debtors to convert the
Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code,
or any motion by the Debtors to dismiss the Chapter 11 Cases.

     (i) Mutual Releases

The Parties will provide mutual releases from all claims, other
than claims arising out of the Stipulation, the Amended Final DIP
Order and the  debt claims and liens of the Prepetition Term
Secured Parties against the Debtors under the Prepetition Term
Credit Documents.

     (j) Waiver and Release of Avoidance Actions

The Debtors will irrevocably waive, and release all entities from
any claims that such entities received prior to the Petition Date
any preferential, fraudulent or other transfer from any Debtor, or
the benefit of any obligation incurred by any Debtor, that could be
avoided under the Bankruptcy Code or applicable non-bankruptcy law.
This release will be binding on all parties in interest in these
Chapter 11 Cases, any chapter 7 trustee and on each of their
respective successors and assigns, including following the
dismissal or conversion of any of these Chapter 11 Cases.

     (k) Jurisdiction

The Debtors, on behalf of the Committee, request that the Court
retain jurisdiction to hear any matters, or to resolve any disputes
or controversies arising from, or related to, the Stipulation, the
Trust Agreement or the Creditors' Trust's (or other entity's)
administration of the assets of and/or claims against the Debtors.

     (l) Houlihan Lokey Settlement

Pursuant to the Cash Collateral Amendment, proceeds from the
Downstream Sale in the amount of $1,250,000 were reserved for the
benefit of Houlihan Lokey pending a determination by the Court --
or a settlement mutually acceptable to Houlihan Lokey and the Ad
Hoc Group of Pre-Petition Term Lenders -- that Houlihan Lokey is
entitled to payment of a fee from the HL Reserve. The Committee,
Houlihan Lokey, and the Ad Hoc Group of Pre-Petition Term Lenders
have reached an agreement in principle that, subject to certain
conditions and in full settlement of the HL Fee, (a) the Ad Hoc
Group of Pre-Petition Term Lenders shall direct the Debtors in
writing to pay $300,000 to Houlihan Lokey from the HL Reserve, and
(b) the Creditors' Trust shall contribute $300,000 to Houlihan
Lokey.  Upon Houlihan Lokey's receipt of the payment, the Debtors
shall release the remainder of the HL Reserve to Cortland for the
benefit of the Pre-Petition Term Lenders, and Cortland (upon the
prior written direction of the requisite Pre-Petition Term Lenders)
shall promptly apply the entire remainder to the repayment of the
PrePetition Term Debt.

The Debtors sold the Downstream Business to Beagle Acquisition
Corp. (an entity affiliated with Granges AB) for total cash
consideration of approximately $309.7 million.  Beagle was selected
as the successful bidder for the Downstream Business.

On August 17, 2016, the Debtors, the Committee, and the Ad Hoc
Group of Prepetition Term Lenders reached agreement on, among other
issues, the disposition of the net available cash proceeds from the
Downstream Sale, the allocation of proceeds of future asset sales,
the extent of Cortland's liens on the Debtors' property, and
arrangements for the Debtors' future funding needs.  As a result,
on August 17, the Court entered an order approving the Downstream
Sale.  As set forth in the Sale Order, upon the Closing, the
Debtors utilized the Downstream Sale Proceeds to, among other
things, (i) repay the DIP Financing in full and (ii) to partially
repay certain amounts outstanding under the Pre-Petition Term Loan
Agreement. Cash in the amount of $7.5 million of the Downstream
Sale Proceeds remitted to Cortland (for the benefit of the
Pre-Petition Term Lenders) at Closing was held for the benefit of
certain of the Debtors' creditors as provided in the Sale Order.

Counsel to Cortland Capital Market Services, LLC, not individually
but solely in its separate capacities as Pre-Petition Term Agent
and Term DIP Agent:

     Seth J. Kleinman, Esq.
     KAYE SCHOLER LLP
     Three First National Plaza
     70 West Madison Street, Suite 4200
     Chicago, IL 60602
     Email: seth.kleinman@kayescholer.com

Counsel to Delaware Trust Company, as successor Indenture Trustee:

     David Retter, Esq.
     KELLEY DRYE & WARREN LLP
     101 Park Avenue
     New York, NY 10178
     E-mail: dretter@kelleydrye.com

Counsel to the Ad Hoc Group of Prepetition Term Lenders:

     Matthew S. BanRobert, Esq.
     J. Lemons, Esq.
     WEIL, GOTSHAL & MANGES LLP
     767 Third Avenue
     New York, New York 10153
     E-mail: matt.barr@weil.com
             robert.lemons@weil.com

                    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.


NORANDA ALUMINUM: Court Dismisses Chapter 11 Case
-------------------------------------------------
U.S. Bankruptcy Judge Barry S. Schermer for the Eastern District of
Missouri entered an order dismissing the Chapter 11 Cases of
Noranda Aluminum, Inc. and its affiliated debtor entities, at the
Debtors' behest.

In seeking dismissal of the case, the Debtors told the Court in
papers filed early in October that they have maximized the value of
their Downstream Business by means of a sale under section 363 of
the Bankruptcy Code, and have nearly finished a parallel process
with respect to their Upstream Businesses.  To facilitate the best
resolution possible of the Chapter 11 Cases, the Debtors and key
stakeholders negotiated a comprehensive settlement framework which
has enabled the Debtors to continue operating in the ordinary
course while pursuing a sale of their Upstream Business.  If
approved by the Court, certain of these arrangements will provide a
mechanism for creditor recoveries, including the creation of a
creditor trust.  Once the sale of the Upstream Business concludes
and approval of the global settlement is obtained, however, the
Debtors will be left without an estate to administer and without
the ability to confirm a chapter 11 plan.  The Debtors said that
upon the conclusion of the Upstream Sale and approval of the Global
Settlement, it is in the best interests of the Debtors, their
estates and all parties in interest that the Chapter 11 Cases be
dismissed.

Judge Schermer ruled that the Dismissal Order provides that
Adversary Nos. 16-1011-399, 16-1018-399 and 16-01028-399 shall
remain pending before the Bankruptcy Court.

Judge Schermer also held that for the avoidance of doubt, the order
entered August 17, 2016 -- Downstream Sale Order -- approving the
Asset Purchase Agreement between Granges Americas, Inc. (f/k/a
Beagle Acquisition Corp.), Granges AB (publ) -- Downstream Buyer --
and Debtor Norandal USA, Inc. -- Downstream Seller -- dated June
13, 2016, as amended by that Amendment to Asset Purchase Agreement
dated July 8, 2016, the Escrow Agreement between Granges Americas,
Inc. (f/k/a Beagle Acquisition Corp.), the Downstream Seller, and
Wells Fargo Bank National Association, the Transition Services
Agreement between Granges Americas, Inc. (f/k/a Beagle Acquisition
Corp.) and Debtor Noranda Intermediate Holding Company, and any
other documents related to the sale of the Debtors' Downstream
Business shall remain in full force and effect notwithstanding the
dismissal of the Chapter 11 Cases, and the terms of the Downstream
Sale Order shall remain binding on the Debtors, their creditors,
and on all parties in interest. The Debtors' and the Downstream
Buyer's respective rights and obligations under the Downstream Sale
Documents will not be released, discharged, or otherwise affected
by the entry of this Order or the dismissal of the Chapter 11
Cases.

For the avoidance of doubt, the order entered October 21, 2016,
approving the Asset Purchase Agreement between New Day Aluminum LLC
-- Gramercy and St. Ann Buyer -- and Debtor Noranda Alumina LLC and
Debtor Noranda Bauxite dated October 19, 2016, and any other
documents related to the sale of the Gramercy and St. Ann Assets
shall remain in full force and effect notwithstanding the dismissal
of these Chapter 11 Cases, and the terms of the Gramercy and St.
Ann Sale Order shall remain binding on the Debtors, their
creditors, and on all parties in interest. The Debtors' and the
Gramercy and St. Ann Buyer's respective rights and obligations
under the Gramercy and St. Ann Sale Documents will not be released,
discharged, or otherwise affected by the entry of this Order or the
dismissal of these Chapter 11 Cases.

The order entered September 30, 2016, approving the Asset Purchase
Agreement between ARG International AG or its designee and Debtor
Noranda Aluminum, Inc. dated September 27, 2016, and any other
documents related to the sale of the New Madrid Assets shall remain
in full force and effect notwithstanding the dismissal of these
Chapter 11 Cases, and the terms of the New Madrid Sale Order shall
remain binding on the Debtors, their creditors, and on all parties
in interest.  The Debtors' and the New Madrid Buyer's respective
rights and obligations under the New Madrid Sale Documents will not
be released, discharged, or otherwise affected by the entry of this
Order or the dismissal of these Chapter 11 Cases.

The Court retains jurisdiction following the dismissal of these
Chapter 11 Cases to enforce the Asset Sales according to their
terms.

The Court also held that, notwithstanding anything in the Amended
Final DIP Order to the contrary, both Paul, Weiss, Rifkind, Wharton
& Garrison LLP and Carmody MacDonald P.C. may continue to incur
fees and expenses on behalf of Noranda Aluminum Holding Corp. and
its affiliates, through and including the date of the hearing to
approve the final fee applications of the retained professionals in
the Chapter 11 Cases so long as capped by the amount set forth in
the Budget for each such professional (as such term is defined in
the Amended Final DIP Order) and the Company may pay such fees and
expenses. For the avoidance of doubt, neither Paul, Weiss nor
Carmody shall be required to submit fee applications pursuant to
sections 330 and 331 of the Bankruptcy Code, Bankruptcy Rule 2016
or Local Rules 2016-1 and 2016-2 for any fees and expenses incurred
on and after the Dismissal Date.

                    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.


NORANDA ALUMINUM: Royce & Associates Has 5.92% Stake as of Oct. 31
------------------------------------------------------------------
Royce & Associates, LP, said in a regulatory filing with the
Securities and Exchange Commission that it may be deemed to
beneficially own 593,726 shares or roughly 5.92% of the Common
stock of Noranda Aluminum Holding Corporation as of Oct. 31, 2016.

The firm may be reached at:

     Daniel A. O'Byrne, Vice President
     Royce & Associates, LP
     745 Fifth Avenue
     New York, NY  10151

The firm said, "Various Accounts managed by Royce & Associates, LP
have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of shares of the
issuer."

"The interest of one account, Royce Opportunity Fund an investment
company registered under the Investment Company Act of 1940 and
managed by Royce & Associates, LP, amounted to 593,726 shares or
5.92% of the total shares outstanding."

                    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.


NORBORD INC: S&P Revises Outlook to Positive & Affirms 'BB-' CCR
----------------------------------------------------------------
S&P Global Ratings said it revised its outlook on Norbord Inc. to
positive from stable and affirmed its 'BB-' long-term corporate
credit rating on the company.

At the same time, S&P Global Ratings affirmed its 'BB-' issue-level
rating on the company's senior secured notes.  The '3' recovery
rating on the debt is unchanged, and indicates meaningful (50%-70%;
in the upper half of the range) recovery in a default scenario.

"The outlook revision reflects our view that average North American
oriented strand board prices should increase next year and exceed
our previous expectations, due in large part to continued demand
growth from U.S. home construction outpacing industry capacity,"
said S&P Global Ratings credit analyst Alessio Di Francesco.  Given
the company's high sensitivity to oriented strand board (OSB)
prices, S&P believes this should contribute to a significant
improvement in Norbord's core credit measures.  "The outlook
revision also reflects the company's plan to repay with cash its
US$200 million senior secured notes that mature February 2017,
which we believe should improve core credit measures through the
commodity cycle and potentially contribute to a stronger financial
risk profile," Mr. Di Francesco added.

"The positive outlook reflects our view that average North American
OSB prices should increase next year due in large part to continued
demand growth from U.S. home construction outpacing industry
capacity.  Given the company's high sensitivity to OSB prices, we
expect this should contribute to a significant improvement in core
credit measures and increase the likelihood that we will raise the
rating within the next 12 months.  However, the outlook also takes
into account the potential for significant OSB price volatility,"
S&P noted.

S&P could raise its ratings on Norbord within the next 12 months
with continued improvement in its core credit measures next year,
trending in line with S&P's expectation of adjusted debt-to-EBITDA
of about 1x and FFO-to-debt of about 70% at the end of 2017.  In
this scenario, S&P would expect higher OSB prices and gross debt
reduction that, in its view, should enable the company to sustain
adjusted debt-to-EBITDA firmly below 4x and adjusted FFO-to-debt
above 30% through an OSB pricing cycle.

S&P could revise its outlook to stable within the next 12 months if
it expects average OSB prices to decline next year, potentially
contributing to adjusted debt-to-EBITDA above 2x and adjusted
FFO-to-debt below 45% at the end of 2017.  This could occur if U.S.
housing starts are trending below 1.3 million in 2017 or if the
majority of mothballed OSB mills in North America come back online
without sufficient demand to support higher average prices.



NORMCC ENTERPRISES: Hires Sheehan Law as Counsel
------------------------------------------------
NORMCC Enterprises, LLC, seeks authority from the U.S. Bankruptcy
Court for the Southern District of Mississippi to employ Sheehan
Law Firm, PLLC as counsel to the Debtor.

NORMCC Enterprises requires Sheehan Law to:

   a. consult with any Trustee or any Committee concerning the
      administration of the case;

   b. investigate the acts, conduct, assets, liabilities, and
      financial condition of the Debtors, the operation of the
      Debtor's business and the desirability of the continuance
      of such business, and any other matter relevant to the case
      or to the formulation of the plan;

   c. formulate a plan; and

   d. prepare any pleadings, motions, answers, notices, orders
      and reports that are required for the proper function of
      the Debtor.

Sheehan Law will be paid at these hourly rates:

   Patrick A. Sheehan                $300
   Paralegals                        $100

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

Patrick A. Sheehan, member of Sheehan Law Firm, 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.

Sheehan Law can be reached at:

     Patrick A. Sheehan, Esq.
     SHEEHAN LAW FIRM, PLLC
     492 Porter Avenue
     Ocean Springs, MS 39564
     Tel: (228) 875-0572
     Fax: (228) 875-0895

                     About NormCC Enterprises

NormCC Enterprises, LLC filed a Chapter 11 petition (Bankr. S.D.
Miss. Case No. 16-51915), on November 3, 2016. The petition was
signed by Norman Carnovale, authorized representative.  The case is
assigned to Judge Katharine M. Samson.  The Debtor is represented
by Patrick Sheehan, Esq., at Sheehan Law Firm.  At the time of
filing, the Debtor estimated assets at $100,000 to $500,000 and
liabilities at $500,000 to $1 million.


NORTEL NETWORKS: NNI Unsecureds to Recoup 55.1%-61.2%
-----------------------------------------------------
Nortel Networks Inc., et al., filed with the U.S. Bankruptcy Court
for the District of Delaware a first amended joint Chapter 11 plan
and accompanying disclosure statement dated November 4, 2016, a
full-text copy of which is available at:

       http://bankrupt.com/misc/deb09-10138-17348.pdf

The Plan applies separately to each of the Debtors, subject to the
substantive consolidation of Nortel Networks Inc. and Nortel
Networks Capital Corporation.

The key components of the Plan include: (1) a global resolution
among the Nortel Group regarding the allocation of the Sale
Proceeds among each of the Nortel Group estates and settlement of
other inter-estate claims and other claims, through a negotiated
Settlement and Plans Support Agreement; and (2) approval of a
process whereby the Sale Proceeds currently in the Escrow Accounts
will be released simultaneously to each Nortel Group estate.

The estimated recoveries for general unsecured creditors are as
follows:

   * Against NNI and NNCC                   [55.1-61.2]%
   * Against NNCALA                         [12.1-13.9]%
   * Against Nortel Altsystems                [7.6-9.1]%
   * Against Nortel Altsystems Int'l    [less than 0.1]%
   * Against Xros                       [less than 0.1]%
   * Against Sonoma                               [0.1]%
   * Against Qtera                      [less than 0.1]%
   * Against CoreTek                    [less than 0.1]%
   * Against NN Applications            [less than 0.1]%
   * Against NN Optical                 [less than 0.1]%
   * Against NN HPOCS                             [0.1]%
   * Against Architel                         [0.5-0.6]%
   * Against NNII                             [0.7-0.9]%
   * Against NTI                        [less than 0.1]%
   * Against NN Cable                   [less than 0.1]%

The global settlement proposes the following allocation of the sale
proceeds:

   U.S. Debtors         24.3500%     $1,766,417,002
   Canadian Debtors     57.1065%     $4,142,665,131
   EMEA (other than
     NNSA and
     NNUK Debtors)       1.4859%       $107,788,879
   NNUK                 14.0249%     $1,017,408,257
   NNSA                     N/A        $220,000,000

The U.S. Allocation will be distributed to Nortel Networks Inc.
(inclusive of consolidated Nortel Networks Capital Corporation
estate) in the amount of $1,716,346,052, and Nortel Networks (CALA)
Inc. in the amount of $50,070,950.  All other U.S. Debtors will not
receive any distribution from the U.S. Allocation.

The Debtors are represented by James L. Bromley, Esq., and Lisa M.
Schweitzer, Esq., at Cleary Gottlieb Steen & Hamilton LLP, in New
York; and Derek C. Abbott, Esq., and Andrew R. Remming, Esq., at
Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates commenced
a proceeding with the Ontario Superior Court of Justice under the
Companies' Creditors Arrangement Act (Canada) seeking relief from
their creditors.  Ernst & Young was appointed to serve as monitor
and foreign representative of the Canadian Nortel Group.  That same
day, the Monitor sought recognition of the CCAA Proceedings in U.S.
Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter
15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of NNI's
European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court
for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., and Howard S.
Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York,
serve as the U.S. Debtors' general bankruptcy counsel; Derek C.
Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington,
serves as Delaware counsel.  The Chapter 11  Debtors' other
professionals are Lazard Freres & Co. LLC as financial advisors;
and Epiq Bankruptcy Solutions LLC as claims and notice agent.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in respect of the U.S. Debtors.

An ad hoc group of bondholders also was organized.  An Official
Committee of Retired Employees and the Official Committee of
Long-Term Disability Participants tapped Alvarez & Marsal
Healthcare Industry Group as financial advisor.  The Retiree
Committee is represented by McCarter & English LLP as Delaware
counsel, and Togut Segal & Segal serves as the Retiree Committee.
The Committee retained Alvarez & Marsal Healthcare Industry Group
as financial advisor, and Kurtzman Carson Consultants LLC as its
communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.

The trial on how to divide proceeds among creditors in the U.S.,
Canada, and Europe commenced on Sept. 22, 2014.  The question of
how to divide $7.3 billion raised in the international bankruptcy
of Nortel Networks Corp. was answered on May 12, 2015, by two
judges, one in the U.S. and one in Canada.

According to The Wall Street Journal, Justice Frank Newbould of the
Ontario Superior Court of Justice in Toronto and Judge Kevin Gross
of the U.S. Bankruptcy Court in Wilmington, Del., agreed on the
outcome: a modified pro rata split of the money.


NORTEL NETWORKS: Trade Creditors, Others Object to Plan Outline
---------------------------------------------------------------
The Nortel Trade Claims Consortium, as holders of certain U.S.
Trade Claims against Nortel Networks Inc., et al., object to the
Disclosure Statement explaining the Debtors' First Amended Joint
Chapter 11 Plan, complaining that the Disclosure Statement fails to
provide "adequate information."

The Disclosure Statement, according to the Consortium, fails to
mention that the Consortium does not support -- and indeed intends
to advise other general unsecured creditors not to support -- the
Plan.  The Consortium further complains that the Disclosure
Statement fails to provide any meaningful disclosure regarding the
Consortium's pending appeal of the Allocation Decision before the
Third Circuit, which the Consortium fully intends to pursue.
Further, it fails to mention the present controversy regarding the
allowance of the unreduced Bond Guarantee Claims against the U.S.
estate, the Consortium asserts.

As the Consortium has briefed at length in the District Court, a
critical component of its appeal is that the Allocation Decision --
even if left in place -- does not support the allowance of the
nearly $4 billion in Bond Guarantee Claims against the U.S. Debtors
under a U.S. plan, the Consortium tells the Court.

Further, the Disclosure Statement does not provide any meaningful
information regarding the Plan's generous treatment of the NNCC
Bondholders at the expense of U.S.-only Unsecured Creditors, the
Consortium complains.

On account of these critical factual omissions, the Disclosure
Statement fails to provide the "adequate information" required by
Section 1125(a) of the Bankruptcy Code.

SNMP Research International, Inc., and SNMP Research, Inc.; the
Pension Benefit Guaranty Corporation; and Edward E. Piltz; also
objected to the Disclosure Statement, according to the court
docket.

The Consortium is represented by:

     Jeffrey M. Schlerf, Esq.
     L. John Bird, Esq.
     Courtney A. Emerson, Esq.
     FOX ROTHSCHILD LLP
     Citizens Bank Center
     919 North Market Street, Suite 300
     Wilmington, DE 19801
     Tel: (302) 654-7444
     Fax: (302) 656-8920
     Email: jschlerf@foxrothschild.com

        -- and --

     Steven D. Pohl, Esq.
     Christopher M. Floyd, Esq.
     BROWN RUDNICK LLP
     One Financial Center
     Boston, MA 02111
     Tel: (617) 856-8200
     Fax: (617) 856-8201
     Email: spohl@brownrudnick.com
            cfloyd@brownrudnick.com

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates commenced
a proceeding with the Ontario Superior Court of Justice under the
Companies' Creditors Arrangement Act (Canada) seeking relief from
their creditors.  Ernst & Young was appointed to serve as monitor
and foreign representative of the Canadian Nortel Group.  That same
day, the Monitor sought recognition of the CCAA Proceedings in U.S.
Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter
15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of NNI's
European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court
for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., and Howard S.
Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York,
serve as the U.S. Debtors' general bankruptcy counsel; Derek C.
Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington,
serves as Delaware counsel.  The Chapter 11  Debtors'
other professionals are Lazard Freres & Co. LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims and notice
agent.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in respect of the U.S. Debtors.

An ad hoc group of bondholders also was organized.  An Official
Committee of Retired Employees and the Official Committee of
Long-Term Disability Participants tapped Alvarez & Marsal
Healthcare Industry Group as financial advisor.  The Retiree
Committee is represented by McCarter & English LLP as Delaware
counsel, and Togut Segal & Segal serves as the Retiree Committee.
The Committee retained Alvarez & Marsal Healthcare Industry Group
as financial advisor, and Kurtzman Carson Consultants LLC as its
communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.

The trial on how to divide proceeds among creditors in the U.S.,
Canada, and Europe commenced on Sept. 22, 2014.  The question of
how to divide $7.3 billion raised in the international bankruptcy
of Nortel Networks Corp. was answered on May 12, 2015, by two
judges, one in the U.S. and one in Canada.

According to The Wall Street Journal, Justice Frank Newbould of the
Ontario Superior Court of Justice in Toronto and Judge Kevin Gross
of the U.S. Bankruptcy Court in Wilmington, Del., agreed on the
outcome: a modified pro rata split of the money.


NORTH GATEWAY CORE: John Propst To Be Paid Over 5 Yrs at 4.5%
-------------------------------------------------------------
North Gateway Core Acreage Investors, LLC, filed with the U.S.
Bankruptcy Court for the District of Arizona an amended disclosure
statement accompanying the Debtor's plan of reorganization dated
Sept. 22, 2016.

Amounts owed to secured creditor John E. Propst, if not paid in
full on the Effective Date, will be paid over a period of not more
than five years, together with interest at 4.5% per annum, after an
initial payment of not less than $100,000 on the Effective Date,
followed by quarterly interest-only payments pending a sale or
refinancing of Debtor's real property.

Class 4 General Unsecured Claims will be paid in full, together
with interest at the rate of 4.5% per annum from and after the
Petition Date.  All allowed Class 4 Claims will be paid in
quarterly amortizing installments over a period of one year, with
the first payment to be made on the first day of the first full
calendar quarter after the Effective Date and continuing on the
first day of each calendar quarter thereafter until fully paid.

The funding sources for the Plan are one or more of the following:
(1) capital contributions or loans from Debtor's members; (2)
refinancing the existing secured indebtedness; or (3) sale of
Debtor's real property.  All funds raised from any of these sources
will be held by Debtor and used only for Plan payments, operating
expenses, and expenses associated with Debtor's real property.

The Amended Disclosure Statement is available at:

            http://bankrupt.com/misc/azb16-07286-56.pdf

As reported by the Troubled Company Reporter on Oct. 7, 2016, the
Debtor filed with the Court a plan of reorganization and disclosure
statement dated Sept. 22, 2016, which provided, among others, for
the payment of amounts owing to general unsecured creditors --
estimated amount $80,812.  That plan proposed that the general
unsecured claims be paid in quarterly amortizing installments of
principal and interest, at the rate of 4.5% per annum, over a
period of one year, with the first payment to be made on the first
day of the first full calendar quarter after the Effective Date.

                      About North Gateway Core

North Gateway Core Acreage Investors, LLC, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No.
16-07286) on June 27, 2016.  The petition was signed by Gary
White,
co-manager of managing member.  

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

The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of North Gateway Core Acreage Investors, LLC.

Cary S. Forrester, Esq., at Forrester & Worth, PLLC, serves as the
Debtor's bankruptcy counsel.


NORTH GATEWAY: Jan. 4 Plan Confirmation Hearing Set
---------------------------------------------------
Judge Brenda K. Martin of the U.S. Bankruptcy Court for the
District of Arizona approved the first amended disclosure statement
explaining North Gateway Core Acreage Investors, LLC's plan of
reorganization, and scheduled the hearing to consider confirmation
of the Plan for January 4, 2017, at 1:30 p.m.

The last day for filing written objections to confirmation of the
Plan is fixed at December 28.  The last day for filing written
acceptances or rejections of the Plan is fixed at December 28.  The
written ballot report must be filed no later than December 30.

Under the First Amended Plan, amounts owed to secured creditor John
E. Propst, if not paid in full on the Effective Date, will be paid
over a period of not more than five years, together with interest
at 4.5% per annum, after an initial payment of not less than
$100,000 on the Effective Date, followed by quarterly interest-only
payments pending a sale or refinancing of Debtor's real property.

Class 4 General Unsecured Claims will be paid in full, together
with interest at the rate of 4.5% per annum from and after the
Petition Date. All allowed Class 4 Claims will be paid in quarterly
amortizing installments over a period of one year, with the first
payment to be made on the first day of the first full calendar
quarter after the Effective Date and continuing on the first day of
each calendar quarter thereafter until fully paid.

The funding sources for the Plan are one or more of the following:
(1) capital contributions or loans from Debtor's members; (2)
refinancing the existing secured indebtedness; or (3) sale of
Debtor's real property. All funds raised from any of these sources
will be held by Debtor and used only for Plan payments, operating
expenses, and expenses associated with Debtor's real property.

The First Amended Disclosure Statement is available at:

          http://bankrupt.com/misc/azb16-07286-56.pdf

The Original Plan dated Sept. 22, 2016, provided, among others, for
the payment of amounts owing to general unsecured creditors --
estimated amount $80,812. That plan proposed that the general
unsecured claims be paid in quarterly amortizing installments of
principal and interest, at the rate of 4.5% per annum, over a
period of one year, with the first payment to be made on the first
day of the first full calendar quarter after the Effective Date.

                  About North Gateway Core

North Gateway Core Acreage Investors, LLC, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No.
16-07286) on June 27, 2016. The petition was signed by Gary White,
co-manager of managing member.

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

The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of North Gateway Core Acreage Investors, LLC.

Cary S. Forrester, Esq., at Forrester & Worth, PLLC, serves as the
Debtor's bankruptcy counsel.


OAKS OF PRAIRIE: Allowed to Use ISB Cash Collateral Until Dec. 31
-----------------------------------------------------------------
Judge Thomas M. Lynch of the U.S. Bankruptcy Court for the Northern
District of Illinois authorized The Oaks of Prairie Point
Condominium Association to use Illinois State Bank's cash
collateral on an interim basis, from Dec. 1, 2016 through Dec. 31,
2016.

The Debtor is directed to pay Illinois State Bank the sum of
$10,729 on or before Dec. 15, 2016.

Illinois State Bank is granted a valid and perfected, enforceable
security interest in and to the Debtor's post-petition accounts,
assessments and other receivables, to the extent and priority of
its alleged prepetition liens.

The Debtor was ordered, among other things, to maintain and pay
premiums for insurance to cover all of its assets from fire, theft,
and water damage.

A status hearing on the Debtor's Motion is scheduled on Dec. 28,
2016 at 10:30 a.m.

A full-text copy of the Order, dated Nov. 23, 2016, is available at

http://bankrupt.com/misc/OaksofPrairie2016_1680238_81.pdf

               About The Oaks of Prairie Point
                  Condominium Association

The Oaks of Prairie Point Condominium Association is an Illinois
corporation that owns and operates condominium buildings located in
Lake in the Hills, Illinois, known as "The Oaks of Prairie Point
Condominium".  

The Oaks of Prairie Point Condominium sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
16-80238) on Feb. 3, 2016.  The petition was signed by Donna Smith,
property manager.  The case is assigned to Judge Thomas M. Lynch.


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

The Debtor is represented by Thomas W. Goedert, Esq., at Crane,
Heyman, Simon, Welch & Clar, in Chicago, Illinois.


OVERSEAS SHIPHOLDING: Moody's Lowers CFR to B3; Outlook Negative
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Overseas
Shipholding Group, Inc., including its Corporate Family Rating
(CFR) to B3 from B2 and Probability of Default Rating (PDR) to
B3-PD from B2-PD, in anticipation of the spin-off of its
international business/subsidiary, International Seaways, Inc.
(INSW), previously named OSG International, Inc.  The separation is
expected to be completed on Nov. 30, 2016.  Concurrently, Moody's
downgraded the first lien senior secured bank facility to B2 (LGD3)
from B1 (LGD3) and OSG's senior unsecured notes due 2021 and 2024
to Caa2 (LGD5) from Caa1 (LGD6).  Moody's also confirmed the Caa1
(LGD5) rating on the company's senior unsecured notes due 2018.
The ratings of the first-lien bank credit facilities borrowed by
INSW (and guaranteed by OSG prior to the separation) will be
withdrawn as those debts will accompany INSW upon separation.  The
SGL-2 Speculative Grade Liquidity rating was affirmed.  The
ratings' outlook is negative.  These actions resolve the review for
downgrade that was initiated for OSG's ratings on Oct. 24, 2016.

                         RATINGS RATIONALE

The ratings downgrade reflects the combination of the company's
higher financial leverage pro-forma for the separation as well as
the highly cyclical nature of demand and softening freight
environment anticipated in the Jones Act market over the next year.
The rating action also considers the smaller size of the post-spin
company, as well as the loss of business diversification from the
higher margin, albeit more volatile, international operations
(INSW), which contributed EBITDA that supported OSG's existing debt
obligations.

The B3 corporate family rating reflects Moody's expectation that
debt to EBITDA, anticipated at about 4 times (inclusive of Moody's
standard adjustments) at separation, will likely deteriorate with
earnings and cash flows under pressure as continuing supply-demand
imbalances drive lower freight rates at which maturing contracts
are renewed or vessels enter the spot market, increasing earnings
volatility.  Moody's also views the company's largely fixed cost
structure and limited asset coverage as tempering factors.  Moody's
believes that funded debt could increase should the company replace
its fleet, which seems likely given the advanced average age of its
vessels, particularly the articulated tug barges (ATBs), of which
the majority are over 35 years.  The rating also considers OSG's
leading position in its transportation markets and the relatively
stable dynamics afforded by the Jones Act, including high barriers
to entry.  The company's good liquidity profile and mostly
contracted revenue base lend additional support to the ratings,
even with new vessels entering the market, at least through 2017.
The rating does not anticipate any dividends or new debt at
separation, but anticipates that OSG will maintain financial
policies and a capital structure that support the B3 CFR.

The SGL-2 rating anticipates good liquidity over the next year,
characterized by healthy cash on hand and an undrawn ABL revolver
of $75 million (due February 2019).  The cash balance of
approximately $200 million at separation, includes the proceeds of
a $100 million dividend received from INSW in the third quarter
ended September 30, 2016, which the company expects to use to
address the balance of its senior unsecured notes, the outstanding
majority of which ($82 million) are due March 2018.  The company is
obligated to maintain all accrued and unpaid interest expense in
escrow for all of its unsecured notes until their maturity, a
condition of the spin-off under the bank facility credit agreement.
If the company does not repay the 2018 notes by year-end 2017, the
ABL revolver maturity is accelerated.  The SGL-2 rating also
anticipates the company will generate free cash flow at least in
the $70 to $80 million range through 2017, sufficient to cover its
financial obligations.  Although the senior bank term loan comes
due in August 2019, Moody's views refinancing risk as becoming
increasingly significant, particularly in an environment of
prolonged supply-demand headwinds affecting the company's cash flow
generation.

The negative ratings outlook is driven by Moody's expectation of a
deterioration in credit metrics, amidst anticipated challenging
business conditions in the Jones Act market, and contract renewal
risk as charters on certain vessels expire in a market with higher
supply.  The negative outlook considers the age of the fleet, which
reduces the company's competitiveness against players with younger
more agile vessels.

The downgrade of the ratings on the senior bank credit facility to
B2 and the senior unsecured notes due 2021 and 2024 reflect their
estimated recoveries in the liability structure and incorporates
the one notch downgrade of the CFR.  The Caa1 rating of senior
unsecured notes due 2018 also reflects their potential recovery,
based on the capital structure, but includes an uplift to reflect
Moody's expectation of a reasonable likelihood that these notes
will be repaid by year-end 2017, supported by the good liquidity
profile.

The ratings could be downgraded if the company's capital structure
or financial policy results in lower-than-expected credit metrics,
including Debt to EBITDA sustained above 5.75x and FFO + Interest
to Interest approaching the mid-low 2.0 times range on a sustained
basis.  A material decline in revenues and/or a deterioration in
the cash flow or liquidity profile, or shareholder-friendly actions
that compromise debt-holder interests could also pressure the
ratings.

Upward ratings momentum could occur if OSG deploys its cash in a
manner that would limit potential increases in debt, such as for
fleet investments rather than shareholder returns.  Also important
to an upgrade would be an improvement in the company's operating
environment.  A financial profile that results in sustained FFO +
Interest to Interest sustained above 3.0 times with a liquidity
profile and capital structure that are supportive of higher
ratings, could lead to an upgrade.  Reductions in leverage via debt
repayments will be important to sustaining stronger credit
metrics.

Downgrades:

Issuer: OSG Bulk Ships, Inc.
  Senior Secured Bank Credit Facility, Downgraded to B2(LGD3) from

   B1 (LGD3)

Issuer: Overseas Shipholding Group, Inc.
  Corporate Family Rating, Downgraded to B3 from B2
  Probability of Default Rating, Downgraded to B3-PD from B2-PD
  Senior Unsecured Regular Bond/Debentures, Downgraded to Caa2
   (LGD5) from Caa1 (LGD6)

Outlook Actions:

Issuer: OSG Bulk Ships, Inc.
  Outlook, Changed To Negative From Rating Under Review

Issuer: Overseas Shipholding Group, Inc.
  Outlook, Changed To Negative From Rating Under Review

Confirmations:

Issuer: Overseas Shipholding Group, Inc.
  Senior Unsecured Regular Bond/Debenture, Confirmed at Caa1 (LGD5

   from LGD6)

Affirmations:

Issuer: Overseas Shipholding Group, Inc.
  Speculative Grade Liquidity Rating, Affirmed at SGL-2

The principal methodology used in these ratings was Global Shipping
Industry published in February 2014.

Overseas Shipholding Group, Inc. (OSG), a Delaware Corporation,
based in in New York, NY, is a leading transporter of petroleum
products, using US Jones Act qualified vessels operating mainly in
US coastal markets, through its intermediate holding company
subsidiary OSG Bulk Ships, Inc. (OBS).  The company's headquarters
are expected to move to Tampa, FL, following completion of the
spinoff of international business subsidiary (International
Seaways, Inc.) on Nov. 30, 2016.  OBS is the primary obligor under
the rated senior bank credit facility, which is guaranteed by
certain of its operating subsidiaries and OSG.  Total revenues were
$467 million as of the last twelve months ended Sept. 30, 2016.



PACIFIC SUNWEAR: Wins Court Approval to Pay $12.8M in Legal Fees
----------------------------------------------------------------
Vince Sullivan, writing for Bankruptcy Law360, reported that
Pacific Sunwear of California Inc. received permission from
Delaware Bankruptcy Judge Laurie Selber Silverstein to pay the
$12.8 million in professional fees and about $400,000 in expense
reimbursements for its professionals incurred during the
administration of its Chapter 11 bankruptcy case.

                About Pacific Sunwear of California

Founded in 1982 in Newport Beach, California as a surf shop,
Pacific Sunwear of California, Inc., operates in the teen and young
adult retail sector, selling men's and womens apparel, accessories,
and footwear. The Company went public in 1993 (NASDAQ: PSUN), and
peaked with 965 stores in 2006.  It has retail locations nationwide
under the names "Pacific Sunwear" and "PacSun," which stores are
principally in mall locations, and operates an e-commerce site at
http://www.pacsun.com/

Pacific Sunwear of California, Inc., and two affiliated debtors
each filed a voluntary petition for relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 16-10882) on
April 7, 2016.  The cases are pending before the Honorable Laurie
Selber Silverstein.

The Debtors sought Chapter 11 protection with a Chapter 11 plan
that would convert debt into equity.  The Company had 593 stores at
the time of the bankruptcy filing.

The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys; FTI Consulting, Inc.,
as financial advisor; Guggenheim Securities, LLC, as investment
banker; Prime Clerk LLC as claims and noticing agent; and Deloitte
Financial Advisory Services LLP as accounting advisor.

Andrew Vara, acting U.S. trustee for Region 3, on April 19, 2016,
appointed seven creditors of Pacific Sunwear of California to serve
on the official committee of unsecured creditors.  The Committee
retained Cooley LLP and Bayard, P.A., as counsel; and Province
Inc., as its financial advisor.

                           *     *     *

On Sept. 6, 2016, the Bankruptcy Court entered an order confirming
the Revised Joint Plan of Reorganization of Pacific Sunwear and its
Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code.
The Plan was declared effective on Sept. 7, 2016, and the Debtors
emerged from the Chapter 11 Cases.  Pursuant to the Plan, Golden
Gate Capital converted more than 65% of its term loan debt into the
equity of the reorganized Company and provided a minimum of $20
million in additional capital to the reorganized Company to support
PacSun's long-term growth objectives.  The debt-for-equity swap
reduced the Company's secured debt by $88 million.  Wells Fargo
provided a five-year $100 million revolving line of credit, subject
to certain conditions.


PEABODY ENERGY: Arbitration Hearings on UMWA Rift to Begin Dec. 19
------------------------------------------------------------------
Peabody Energy Corporation disclosed in its Form 10-Q filing with
the Securities and Exchange Commission that arbitration hearings
are scheduled to begin on Dec. 19, 2016, related to the Company's
objections to the claims asserted by the United Mine Workers of
America 1974 Pension Plan and Trust (UMWA Plan).

Peabody disclosed that the U.S. Bankruptcy Court on October 18,
2016, granted several motions, including:

     (i) an application to retain additional professionals,

    (ii) a motion to reject a certain contract,

   (iii) the Equipment Lease Procedures Motion, and

    (iv) two motions related to the Debtors' insurance programs
authorizing the Debtors to (a) enter into a new postpetition
property policy with an affiliate(s) of American International
Group, Inc. and (b) assume certain existing policies and enter into
a new workers compensation insurance policy with ACE American
Insurance Company, including its affiliated companies.

Additionally, the Bankruptcy Court partially and conditionally
granted the motion for relief from the automatic stay filed on
September 26, 2016 by the UMWA Plan.

On September 8, 2016, the Debtors filed an objection to a claim
asserted by the UMWA Plan.  On September 26, the UMWA Plan filed a
motion for relief from the automatic stay, seeking to allow
arbitration between the Debtors and the UMWA Plan to resume outside
of the Bankruptcy Court's jurisdiction.  On October 7, 2016, the
UMWA Plan filed a motion to continue the hearing on the Debtors'
objection to the UMWA Plan's proof of claim until January 2017.

The Bankruptcy Court lifted the automatic stay to provide the UMWA
Plan until October 28, 2016, to receive a written confirmation from
the American Arbitration Association that the AAA could find an
arbitrator with sufficient experience who could arbitrate the UMWA
Plan's claim and reach a decision, without extension or any
exception for cause, by January 26, 2017.

On October 25, 2016, the UMWA Plan filed a copy of its
correspondence with the AAA and on October 26, 2016, the Bankruptcy
Court issued an order lifting the automatic stay to allow
arbitration of the claim to proceed.  The parties have selected an
arbitrator, and the arbitration hearings are scheduled to begin on
December 19, 2016.

                About Peabody Energy Corporation

Headquartered in St. Louis, Missouri, Peabody Energy Corporation
claims to be the world's largest private-sector coal company.  As
of Dec. 31, 2014, the Company owned interests in 26 active coal
mining operations located in the United States (U.S.) and
Australia.  The Company has a majority interest in 25 of those
mining operations and a 50% equity interest in the Middlemount
Mine in Australia.  In addition to its mining operations, the
Company markets and brokers coal from other coal producers, both
as principal and agent, and trade coal and freight-related
contracts through trading and business offices in Australia,
China, Germany, India, Indonesia, Singapore, the United Kingdom
and the U.S.

Peabody posted a net loss of $1.988 billion for 2015, wider from
the net loss of $777 million in 2014 and the $513 million net
loss in 2013.

At Dec. 31, 2015, the Company had total assets of $11.02 billion
against $10.1 billion in total liabilities, and stockholders'
equity of $919 million.

On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code.  The 154 cases are pending joint
administration before the Honorable Judge Barry S. Schermer under
Case No. 16-42529 (Bankr. E.D. Mo.).

As of the Petition Date, PEC has approximately $4.3 billion in
outstanding secured debt obligations and $4.5 billion in
outstanding unsecured debt obligations.

The Debtors tapped Jones Day as general counsel; Armstrong,
Teasdale LLP as local counsel; Lazard Freres & Co. LLC and
investment banker Lazard PTY Limited as investment banker; FTI
Consulting, Inc., as financial advisors; and Kurtzman Carson
Consultants, LLC, as claims, ballot and noticing agent.

The Office of the U.S. Trustee on April 29, 2016, appointed seven
creditors of Peabody Energy Corp. to serve on the official
committee of unsecured creditors.  The Committee retained
Morrison & Foerster LLP as counsel, Spencer Fane LLP as local
counsel, Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts
counsel, Blackacre LLC as its independent expert, and Berkeley
Research Group, LLC, as financial advisor.


PEABODY ENERGY: DIP Lenders Lift Deadline for CNTA Case Ruling
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri on
November 23, 2016, approved a stipulation filed by Peabody Energy
Corporation relating to an amendment to the Company's Superpriority
Secured Debtor-In-Possession Credit Agreement.

While the DIP Credit Agreement contains certain milestone events
relating to the Chapter 11 Cases, the amendment to the DIP Credit
Agreement approved by the Bankruptcy Court removes any deadline by
which the Bankruptcy Court must enter an order determining the CNTA
Issues (as defined in the DIP Credit Agreement prior to giving
effect to the DIP Amendment).

A copy of Amendment No. 5 to Superpriority Secured
Debtor-In-Possession Credit Agreement, by and among the Company,
Peabody Global Funding, LLC and certain Debtors parties thereto as
guarantors, the lenders party thereto and Citibank, N.A., as
administrative agent, is available at https://is.gd/F9pSXj

On May 20, 2016, the Debtors filed a complaint and request for
declaratory judgment, as required by the terms of the DIP Credit
Agreement, against Citibank, N.A. (in its capacity as
Administrative Agent under the Debtors' prepetition secured credit
agreement), among others, regarding the extent of certain
collateral and secured claims of certain prepetition creditors (the
CNTA Adversary Proceeding).

On June 13, 2016, Citibank, N.A. filed an answer and counter-claim
for declaratory judgment.  On June 14, 2016, two motions to
intervene were filed, one from the Creditors' Committee and another
from a group of creditors holding $1.65 billion in face value of
the Company's Senior Notes (as indicated in their motion). The
intervention motions were granted on July 7, 2016.

On July 5, 2016, the Debtors filed an answer to certain
counterclaims in the CNTA Adversary Proceeding.  On July 7, 2016,
the Bankruptcy Court entered a stipulated order authorizing the
Official Committee of Unsecured Creditors and certain noteholders
to intervene in the CNTA Adversary Proceeding. On July 12, 2016,
the Bankruptcy Court entered an order appointing the Honorable
James L. Garrity, Jr. as mediator in the CNTA Adversary Proceeding.
Defendant Citibank, N.A. moved for leave to amend its answer and
counterclaim on August 18, 2016.

On August 18, 2016, in the CNTA Adversary Proceeding, Citibank,
N.A. moved for leave to amend its answer and counterclaim.
Additionally, on August 24, 2016, (i) the Debtors filed their
motion for summary judgment and the Creditors' Committee and the ad
hoc group of senior noteholders filed joinders thereto and (ii)
Citibank, N.A. filed its motion for summary judgment.

On September 12, 2016, the Bankruptcy Court heard oral argument on
the Debtors' and Citibank, N.A.'s summary judgment motions in the
CNTA Adversary Proceeding. On September 13, 2016, (i) the
Bankruptcy Court entered an order granting Citibank, N.A.'s
previously-filed motion to amend its answer and counterclaim, (ii)
Citibank, N.A. filed its answer and amended counterclaim for
declaratory relief and (iii) the Bankruptcy Court entered an order
vacating the trial dates that had been previously scheduled in the
CNTA Adversary Proceeding.

On October 4, 2016, the Debtors filed their answer to Citibank,
N.A.'s answer and amended counterclaim for declaratory relief.

On October 7, 2016, two members of a group of creditors (the two
members holding approximately $287.4 million in face value of the
Company’s Senior Secured Second Lien Notes (as indicated in their
motion)) moved to intervene in the CNTA Adversary Proceeding.

On October 11, 2016, the Bankruptcy Court approved a stipulation
and agreed order filed by the Debtors seeking the authority to
enter into that certain Amendment No. 4 and Consent Under
Superpriority Secured Debtor-in-Possession Credit Agreement.
Amendment No. 4 modifies certain of the milestones under the DIP
Credit Agreement, including:

     (i) a modification to the deadline by which the Bankruptcy
Court shall enter an order determining the issues being adjudicated
in the CNTA Adversary Proceeding to provide that the Bankruptcy
Court shall have entered the CNTA Order by no later than November
23, 2016;

    (ii) a modification to the deadlines for the Company to file an
Acceptable Reorganization Plan (as defined in the DIP Credit
Agreement) and related disclosure statement to provide that the
Company must file these by, or on, the date that is the later of
(a) 30 days after the entry of the CNTA Order and (b) December 14,
2016; and

   (iii) a modification to the deadline by which the Bankruptcy
Court shall enter an order approving the Debtors' disclosure
statement to provide that the Bankruptcy Court shall have entered
this order by no later than January 31, 2017.

The DIP Credit Agreement also contains restrictions on the ability
of Peabody Global Funding, LLC (Global Funding) to amend or waive
provisions under the Intercompany Loan Agreement (as defined in the
DIP Credit Agreement) in a manner that would release or subordinate
more than 50% of the collateral thereunder. The DIP Amendment
modifies these restrictions to expressly allow Global Funding to
amend or waive provisions under the Intercompany Loan Agreement to
permit the release or subordination of collateral thereunder,
including as a result of potential asset sales, of up to $250
million in cash proceeds in the aggregate over the life of the
Intercompany Loan Agreement.

Members of the DIP Lending syndicate are:

     * CITIBANK, N.A., as Administrative Agent
     * APOLLO TR ENHANCED LEVERED YIELD LLC, as a Lender
     * IVY APOLLO MULTI-ASSET INCOME FUND, as a Lender
     * IVY APOLLO STRATEGIC INCOME FUND as a Lender
     * APOLLO FRANKLIN PARTNERSHIP, L.P., as a Lender
     * APOLLO UNION STREET PARTNERS, L.P., as a Lender
     * APOLLO LINCOLN PRIVATE CREDIT FUND, L.P., as a Lender
     * APOLLO THUNDER PARTNERS, L.P., as a Lender
     * APOLLO A-N CREDIT FUND (DELAWARE), L.P., as a Lender
     * AESI (HOLDINGS) II, L.P., as a Lender
     * APOLLO HERCULES PARTNERS, L.P., as a Lender
     * APOLLO MOULTRIE CREDIT FUND, L.P., as a Lender
     * APOLLO ZEUS STRATEGIC INVESTMENTS, L.P., as a Lender
     * APOLLO CREDIT STRATEGIES MASTER FUND LTD., as a Lender
     * APOLLO TACTICAL VALUE SPN INVESTMENTS, L.P., as a Lender
     * APOLLO CREDIT MASTER FUND LTD. as a Lender
     * APOLLO TR OPPORTUNISTIC LTD, as a Lender
     * APOLLO CREDIT OPPORTUNITY TRADING FUND III, as a Lender
     * Aurelius Capital Master, Ltd.
     * ACP Master, Ltd.
     * CFPI LOANHALL LOAN as a Lender
     * ELLIOTT ASSOCIATES, L.P. as a Lender
     * ELLIOTT INTERNATIONAL, L.P. as a Lender
     * ELLIOTT MANAGEMENT CORPORATION as a Lender
     * ZIFF INVESTMENTS LIMITED as a Lender
     * GN3 SIP Limited
     * San Bernardino County Employees' Retirement Association
     * GoldenTree 2004 Trust
     * GT NM, LP
     * Stellar Performer Global Series: Series G - Global Credit
     * GoldenTree Credit Opportunities 2014- I Financing, Limited
     * GoldenTree Insurance Fund Series Interests of the SALI
       Multi-Series Fund, LP
     * Macquarie Bank, as a Lender
     * Mason Capital LP
     * Mason Capital Master Fund LP as a Lender
     * MIDTOWN ACQUISITIONS L.P.
     * Monarch Master Funding Ltd
     * Whitebox Asymmetric Partners, LP as a Lender
     * Whitebox Relative Value Partners, LP as a Lender
     * Whitebox Credit Partners, LP as a Lender
     * Whitebox Special Opportunities Fund, LP Series O
       as a Lender
     * Whitebox KFA Advantage LLC as a Lender
     * Whitebox Multi-Strategy Partners, LP as a Lender
     * Whitebox Institutional Partners, LP as a Lender
     * Pandora Select Partners, LP as a Lender

                About Peabody Energy Corporation

Headquartered in St. Louis, Missouri, Peabody Energy Corporation
claims to be the world's largest private-sector coal company.  As
of Dec. 31, 2014, the Company owned interests in 26 active coal
mining operations located in the United States (U.S.) and
Australia.  The Company has a majority interest in 25 of those
mining operations and a 50% equity interest in the Middlemount
Mine in Australia.  In addition to its mining operations, the
Company markets and brokers coal from other coal producers, both
as principal and agent, and trade coal and freight-related
contracts through trading and business offices in Australia,
China, Germany, India, Indonesia, Singapore, the United Kingdom
and the U.S.

Peabody posted a net loss of $1.988 billion for 2015, wider from
the net loss of $777 million in 2014 and the $513 million net
loss in 2013.

At Dec. 31, 2015, the Company had total assets of $11.02 billion
against $10.1 billion in total liabilities, and stockholders'
equity of $919 million.

On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code.  The 154 cases are pending joint
administration before the Honorable Judge Barry S. Schermer under
Case No. 16-42529 (Bankr. E.D. Mo.).

As of the Petition Date, PEC has approximately $4.3 billion in
outstanding secured debt obligations and $4.5 billion in
outstanding unsecured debt obligations.

The Debtors tapped Jones Day as general counsel; Armstrong,
Teasdale LLP as local counsel; Lazard Freres & Co. LLC and
investment banker Lazard PTY Limited as investment banker; FTI
Consulting, Inc., as financial advisors; and Kurtzman Carson
Consultants, LLC, as claims, ballot and noticing agent.

The Office of the U.S. Trustee on April 29, 2016, appointed seven
creditors of Peabody Energy Corp. to serve on the official
committee of unsecured creditors.  The Committee retained
Morrison & Foerster LLP as counsel, Spencer Fane LLP as local
counsel, Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts
counsel, Blackacre LLC as its independent expert, and Berkeley
Research Group, LLC, as financial advisor.


PEABODY ENERGY: Feb. 2017 Trial in Suit vs. APS, PacifiCorp
-----------------------------------------------------------
Peabody Energy Corporation disclosed in its Form 10-Q filing with
the Securities and Exchange Commission that trial in the case,
Peabody Coalsales, LLC v. Arizona Public Service Company and
PacifiCorp, is slated to begin February 13, 2017.

On July 7, 2016, the defendants in the adversary proceeding
captioned Peabody Coalsales, LLC v. Arizona Public Service Company
and PacifiCorp, filed a motion for dismissal of part of the
Debtors' complaint.  The Bankruptcy Court entered an order denying
that motion the next day -- on July 8, 2016.

On July 22 and 29, 2016, the defendants in the APS Adversary
Proceeding filed their answers to the Debtors' complaint. On August
3, 2016, a notice was filed indicating that the parties had agreed
on a mediator in the APS Adversary Proceeding.

In September 2016, the parties engaged in a court-ordered
mediation. On November 2, 2016, the Bankruptcy Court entered an
order scheduling the matter for trial beginning on February 13,
2017.

                About Peabody Energy Corporation

Headquartered in St. Louis, Missouri, Peabody Energy Corporation
claims to be the world's largest private-sector coal company.  As
of Dec. 31, 2014, the Company owned interests in 26 active coal
mining operations located in the United States (U.S.) and
Australia.  The Company has a majority interest in 25 of those
mining operations and a 50% equity interest in the Middlemount
Mine in Australia.  In addition to its mining operations, the
Company markets and brokers coal from other coal producers, both
as principal and agent, and trade coal and freight-related
contracts through trading and business offices in Australia,
China, Germany, India, Indonesia, Singapore, the United Kingdom
and the U.S.

Peabody posted a net loss of $1.988 billion for 2015, wider from
the net loss of $777 million in 2014 and the $513 million net
loss in 2013.

At Dec. 31, 2015, the Company had total assets of $11.02 billion
against $10.1 billion in total liabilities, and stockholders'
equity of $919 million.

On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code.  The 154 cases are pending joint
administration before the Honorable Judge Barry S. Schermer under
Case No. 16-42529 (Bankr. E.D. Mo.).

As of the Petition Date, PEC has approximately $4.3 billion in
outstanding secured debt obligations and $4.5 billion in
outstanding unsecured debt obligations.

The Debtors tapped Jones Day as general counsel; Armstrong,
Teasdale LLP as local counsel; Lazard Freres & Co. LLC and
investment banker Lazard PTY Limited as investment banker; FTI
Consulting, Inc., as financial advisors; and Kurtzman Carson
Consultants, LLC, as claims, ballot and noticing agent.

The Office of the U.S. Trustee on April 29, 2016, appointed seven
creditors of Peabody Energy Corp. to serve on the official
committee of unsecured creditors.  The Committee retained
Morrison & Foerster LLP as counsel, Spencer Fane LLP as local
counsel, Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts
counsel, Blackacre LLC as its independent expert, and Berkeley
Research Group, LLC, as financial advisor.


PEABODY ENERGY: Mangrove Reports 5.2% Stake as of Oct. 19
---------------------------------------------------------
The Mangrove Partners Master Fund, Ltd. and its affiliated entities
disclosed in a regulatory filing with the Securities and Exchange
Commission that the firm may be deemed to beneficially own 971,058
or 5.2% of the Common Stock, par value $0.01 per share, of Peabody
Energy Corporation as of Oct. 19, 2016.

The Mangrove Partners Master Fund et al said they may be deemed to
own Peabody's 4.75% Convertible Junior Subordinated Debentures due
2066 in the principal amount of $64,779,000.

The Mangrove Partners Master Fund, Ltd. et al. are represented by:

     Christopher P. Davis, Esq.
     Kleinberg, Kaplan, Wolff & Cohen, P.C.
     551 Fifth Avenue
     New York, New York 10176
     Tel:  (212) 986-6000

                About Peabody Energy Corporation

Headquartered in St. Louis, Missouri, Peabody Energy Corporation
claims to be the world's largest private-sector coal company.  As
of Dec. 31, 2014, the Company owned interests in 26 active coal
mining operations located in the United States (U.S.) and
Australia.  The Company has a majority interest in 25 of those
mining operations and a 50% equity interest in the Middlemount
Mine in Australia.  In addition to its mining operations, the
Company markets and brokers coal from other coal producers, both
as principal and agent, and trade coal and freight-related
contracts through trading and business offices in Australia,
China, Germany, India, Indonesia, Singapore, the United Kingdom
and the U.S.

Peabody posted a net loss of $1.988 billion for 2015, wider from
the net loss of $777 million in 2014 and the $513 million net
loss in 2013.

At Dec. 31, 2015, the Company had total assets of $11.02 billion
against $10.1 billion in total liabilities, and stockholders'
equity of $919 million.

On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code.  The 154 cases are pending joint
administration before the Honorable Judge Barry S. Schermer under
Case No. 16-42529 (Bankr. E.D. Mo.).

As of the Petition Date, PEC has approximately $4.3 billion in
outstanding secured debt obligations and $4.5 billion in
outstanding unsecured debt obligations.

The Debtors tapped Jones Day as general counsel; Armstrong,
Teasdale LLP as local counsel; Lazard Freres & Co. LLC and
investment banker Lazard PTY Limited as investment banker; FTI
Consulting, Inc., as financial advisors; and Kurtzman Carson
Consultants, LLC, as claims, ballot and noticing agent.

The Office of the U.S. Trustee on April 29, 2016, appointed seven
creditors of Peabody Energy Corp. to serve on the official
committee of unsecured creditors.  The Committee retained
Morrison & Foerster LLP as counsel, Spencer Fane LLP as local
counsel, Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts
counsel, Blackacre LLC as its independent expert, and Berkeley
Research Group, LLC, as financial advisor.


PEABODY ENERGY: Posts $134 Million Net Loss in Q3 2016
------------------------------------------------------
Peabody Energy Corporation said its net loss narrowed to $133.7
million for the three months ended Sept. 30, 2016, from a net loss
of $301.9 million for the same quarter in 2015.

For the nine months ended Sept. 30, 2016, the Company had a net
loss of $532.6 million, compared to a net loss of $1.5 billion for
the same period in 2015.

Total revenues were $1.2 billion for Sept. 30 quarter, compared to
$1.4 billion for the same quarter a year ago.  Total revenues were
$3.2 billion for the nine months ended Sept. 30, 2016, compared to
$4.2 billion for the same period a year ago.

At Sept. 30, 2016, the Company had total assets of $12.2 billion
against total liabilities of $11.7 billion.

A copy of the Company's quarterly report on Form 10-Q is available
at https://is.gd/diRXT0

                About Peabody Energy Corporation

Headquartered in St. Louis, Missouri, Peabody Energy Corporation
claims to be the world's largest private-sector coal company.  As
of Dec. 31, 2014, the Company owned interests in 26 active coal
mining operations located in the United States (U.S.) and
Australia.  The Company has a majority interest in 25 of those
mining operations and a 50% equity interest in the Middlemount
Mine in Australia.  In addition to its mining operations, the
Company markets and brokers coal from other coal producers, both
as principal and agent, and trade coal and freight-related
contracts through trading and business offices in Australia,
China, Germany, India, Indonesia, Singapore, the United Kingdom
and the U.S.

Peabody posted a net loss of $1.988 billion for 2015, wider from
the net loss of $777 million in 2014 and the $513 million net
loss in 2013.

At Dec. 31, 2015, the Company had total assets of $11.02 billion
against $10.1 billion in total liabilities, and stockholders'
equity of $919 million.

On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code.  The 154 cases are pending joint
administration before the Honorable Judge Barry S. Schermer under
Case No. 16-42529 (Bankr. E.D. Mo.).

As of the Petition Date, PEC has approximately $4.3 billion in
outstanding secured debt obligations and $4.5 billion in
outstanding unsecured debt obligations.

The Debtors tapped Jones Day as general counsel; Armstrong,
Teasdale LLP as local counsel; Lazard Freres & Co. LLC and
investment banker Lazard PTY Limited as investment banker; FTI
Consulting, Inc., as financial advisors; and Kurtzman Carson
Consultants, LLC, as claims, ballot and noticing agent.

The Office of the U.S. Trustee on April 29, 2016, appointed seven
creditors of Peabody Energy Corp. to serve on the official
committee of unsecured creditors.  The Committee retained
Morrison & Foerster LLP as counsel, Spencer Fane LLP as local
counsel, Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts
counsel, Blackacre LLC as its independent expert, and Berkeley
Research Group, LLC, as financial advisor.


PHOTOMEDEX INC: Receives Noncompliance Notice from NASDAQ
---------------------------------------------------------
PhotoMedex, Inc., received written notification from The NASDAQ
Stock Market LLC that the Company's stockholder equity reported on
its Form 10-Q for the period ended Sept. 30, 2016, had fallen below
the minimum requirement of $2.5 million, and that the Company is
therefore not in compliance with the requirements for continued
listing on the NASDAQ Capital Market under NASDAQ Marketplace Rule
5550(b)(1).

The Notice provides the Company with a period of 45 calendar days,
or until Jan. 2, 2017, to submit a plan to regain compliance with
the listing rules.  If the Company's plan is accepted, NASDAQ may
grant an extension of up to 180 days from the date of notice in
which to regain compliance.  If the Company does not regain
compliance, the Company expects that NASDAQ would provide notice
that its securities are subject to delisting from the NASDAQ
Capital Market.

                        About PhotoMedex

PhotoMedex, Inc., is a global health products and services company
providing integrated disease management and aesthetic solutions to
dermatologists, professional aestheticians, ophthalmologists,
optometrists, consumers and patients.  The Company provides
proprietary products and services that address skin conditions
including psoriasis, vitiligo, acne, actinic keratosis, photo
damage and unwanted hair, as well as fixed-site laser vision
correction services at our LasikPlus(R) vision centers.

Photomedex reported a net loss of $34.6 million on $75.9 million of
revenues for the year ended Dec. 31, 2015, compared with a net loss
of $121 million on $133 million of revenues for the year ended Dec.
31, 2014.

As of June 30, 2016, Photomedex had $28.2 million in total assets,
$22.6 million in total liabilities and $5.56 million in total
stockholders' equity.


PLASTIC2OIL INC: Incurs $1.65 Million Net Loss in Third Quarter
---------------------------------------------------------------
Plastic2oil, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.65 million on $0 of total sales for the three months ended
Sept. 30, 2016, compared to a net loss of $848,918 on $0 of total
sales for the three months ended Sept. 30, 2015.

For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $2.93 million on $0 of total sales compared to a net
loss of $2.94 million on $10,397 of total sales for the nine months
ended Sept. 30, 2015.

As of Sept. 30, 2016, Plastic2Oil had $3.95 million in total
assets, $11.91 million in total liabilities and a total
stockholders' deficit of $7.95 million.

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

                       https://is.gd/fWpkDD

                        About Plastic2Oil

Plastic2Oil, Inc., formerly JBI Inc., is a North American fuel
company that transforms unsorted, unwashed waste plastic into
ultra-clean, ultra-low sulphur fuel without the need for
refinement.  The Company's Plastic2Oil (P2O) is a process designed
to provide immediate economic benefit for industry, communities
and government organizations with waste plastic recycling
challenges.  It is also focused on the creation of green
employment opportunities and a reduction in the cost of plastic
recycling programs for municipalities and business.  The Company's
fuel products include No. 6 Fuel, No. 2 Fuel (diesel, petroleum
distillate), Naphtha, Petcoke (carbon black) and Off-Gases. No. 6
Fuel is heavy fuel used in industrial boilers and ships. No. 2
Fuel is a mid-range fuel known as furnace oil or diesel.  Naphtha
is a light fuel that is used as a cut feedstock for ethanol or as
white gasoline in high and regular grade road certified fuels.

Plastic2Oil reported a net loss of $4.32 million on $16,728 of
total sales for the year ended Dec. 31, 2015, compared to a net
loss of $6.80 million on $59,017 of total sales for the year ended
Dec. 31, 2014.

D. Brooks and Associates CPA's, P.A., in West Palm Beach, Florida,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2015, citing that
the Company has incurred operating losses, has incurred negative
cash flows from operations and has a working capital deficit. These
and other factors raise substantial doubt about the Company's
ability to continue as a going concern.


QUALITY FLOAT: Has Until Feb. 22 to Use First Midwest Bank Cash
---------------------------------------------------------------
Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Quality Float Works, Inc.
to use First Midwest Bank's cash collateral on an interim basis,
through Feb. 22, 2017.

The approved Budget provides for total expenses in the amount of
$112,793.  The expenses listed in the Budget include rent,
utilities, insurance, gross payroll, First Midwest Bank Loans
payments, and employee personal care, among others.

A status hearing on the Debtor's use of cash collateral is
scheduled on Feb. 14, 2017 at 10:00 a.m.

A full-text copy of the Interim Order, dated Nov. 23, 2016, is
available at
http://bankrupt.com/misc/QualityFloat2016_1625753_71.pdf

                 About Quality Float Works

Quality Float Works, Inc., filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 16-25753) on Aug. 11, 2016.  The petition was signed
by Jason Speer, president.  Judge Deborah L. Thorne presides over
the case.

The Debtor is a corporation that manufactures valves and floats
used for level liquid controls.  At the time of filing, the Debtor
disclosed total assets at $481,533 and total liabilities at $1.32
million.

The Debtor is represented by Robert R. Benjamin, Esq. at Golan &
Christie LLP.



RADIATE HOLDCO: Moody's Withdraws B2 Corp Family Rating
-------------------------------------------------------
Moody's Investors Service assigned a first-time B2 Corporate Family
Rating and B2-PD Probability of Default Rating (PDR) to Radiate
HoldCo, LLC, the parent of RCN Telecom Services, LLC (RCN) and
Grande Communications Networks LLC (Grande).  Moody's has assigned
a B1 instrument-level rating to the company's proposed $1.3 billion
first-lien term loan and $150 million first-lien revolver.  The
ratings are notched higher than the CFR as we expect the company to
subsequently issue unsecured notes to fund the balance of the
transaction which Moody's estimates will be close to $500 million.
Proceeds will be used to fund the acquisition price of
approximately $2.25 billion for both RCN and Grande.  At close of
the transaction, all debt at both RCN and Grande will be repaid and
all ratings will be withdrawn, with Radiate surviving as the sole
credit entity.

On Aug. 15, 2016, private equity firm TPG Capital agreed to acquire
RCN and Grande in a leveraged buyout for approximately $2.25
billion, reflecting an enterprise value multiple of approximately
8x based on trailing twelve months EBITDA.  Prior to the
acquisition, RCN and Grande were run independently of one another
but were operated by the same management team, Patriot Media.
After the close of the transaction, RCN and Grande will be run as
one company under the same management team.

The outlook for Radiate is stable.

A summary of the action:

Assignments:

Issuer: Radiate HoldCo, LLC
  Probability of Default Rating, Assigned B2-PD
  Corporate Family Rating, Assigned B2
  Senior Secured Bank Credit Facility (Local Currency), Assigned
   B1-LGD3

Outlook Actions:

Issuer: Radiate HoldCo, LLC
  Outlook, Assigned Stable

                        RATINGS RATIONALE

Pro forma for the acquisition, Radiate's leverage will be
approximately 6.4x (Moody's adjusted) which remains within our
tolerances to support a B2 CFR.  Although leverage in the mid 6
times is high for a B2-rated company, Moody's expects leverage to
fall below 6 times by the end of 2017.  Other than a significant
rise in leverage, the fundamentals of the combined entity will
remain relatively unchanged.  Moody's do not expect substantial
synergies to be extracted in the transaction, and believe there
will be no material changes in operations or market strategies.
Further, the company will continue to be run by the same management
team, Patriot Media, without interruption, and the capital
structure of the new company will be similar to the predecessor
companies - dominated by senior secured bank credit facilities.
This transaction is largely a change in ownership.

Radiate HoldCo, LLC's (Radiate or the company) B2 Corporate Family
Rating (CFR) reflects the company's private equity ownership which
poses event risk and tolerates aggressive financial policy.  The
company's video and phone services are also under pressure, as it
competes in highly competitive markets in the Northeast, Chicago
and Texas.  The company has been losing video and voice subscribers
with customers migrating to commercial-free, lower-cost video
streaming services and substituting wireline voice with wireless
mobile services.  Another rating constraint is the company's
moderate scale and limited market share evidenced by below average
performance metrics including revenue to homes passed and Triple
Play Equivalent (TPE; defined as a simple average of the company's
three main product penetration rates).

Supporting the rating is organic growth in its residential HSD
product and commercial services business segment, driven by higher
demand for bandwidth as subscribers consume more data.  The growth
in these parts of the business is more than fully offsetting the
loss in video subscribers, providing stability to the company's
customer base.  Radiate's robust network positions the company well
to attract and retain HSD customers, taking market share.  The
rating is also supported by a predictable business model that
produces stable revenues, pricing power, and strong EBITDA growth.

Our stable outlook assumes EBITDA growth of at least mid-single
digits, leverage (Moody's adjusted) improving below 6x by the end
of 2017, and approaching mid 5x by the end of 2018.  Moody's also
expects the company to maintain good liquidity and positive free
cash flows throughout the year.  In addition, Moody's expects the
company to maintain its overall market share with a
Triple-Play-Equivalent percentage sustained at 20% or higher.

Moody's would consider a positive rating action if, on a sustained
basis, leverage fell below 4.5x or if free cash flow to debt rose
above 5%.  A positive rating action could also be conditional on
the company maintaining good liquidity and positive free cash flow,
growing the scale of the company, adopting more conservative
financial policies, improving its market position, strengthening
its capital structure, and or improving key performance
measurements.

Moody's would consider a negative rating action if, on a sustained
basis, leverage rose above 6.25x, free cash flow to debt fell below
0%, or the Triple-Play-Equivalent percentage fell below 20%. A
negative rating action would also be considered if churn rose above
historic levels, the company adopted more aggressive financial
policies, or if there was a material adverse change (or possibility
of change) in regulation, market position, capital structure, key
performance measures, or the operating model.

Based in Princeton, New Jersey, Radiate is the parent of RCN
Telecom Services, LLC and Grande Communications Networks LLC.  The
company provides video, high-speed internet and voice services to
residential and commercial customers, with operations primarily
located in the Northeast, Chicago and Texas.  As of June 30, 2016,
the company served approximately 403 thousand video, 577 thousand
HSD, and 231 thousand voice customers.  Revenue for the LTM ended
September 30 was more than $900 million.  TPG Capital is the
majority owner (at about 85%), with the remainder being owned by
management and Google Capital.  Executives from Patriot Media
manage Radiate.

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


RADIATE HOLDCO: S&P Assigns 'B' CCR on Aggressive Financial Policy
------------------------------------------------------------------
S&P Global Ratings said it assigned its 'B' corporate credit rating
to Delaware-based Radiate Holdco LLC.  The outlook is stable.

S&P also assigned its 'B' issue-level rating and '3' recovery
rating to Radiate's proposed $1.48 billion senior secured
facilities, which consist of a $150 million revolving credit
facility due 2021 and a $1.33 billion term loan due 2023.  The '3'
recovery rating indicates our expectation for meaningful recovery
(50%-70%; higher end of the range) for lenders in the event of a
payment default.

In addition, S&P assigned its 'CCC+' issue-level rating and '6'
recovery rating to Radiate's proposed $495 million senior unsecured
notes issuance due 2024.  The '6' recovery rating indicates S&P's
expectation for negligible recovery (0%-10%) for lenders in the
event of a payment default.

Radiate is the borrower acquiring Princeton, New Jersey-based cable
TV overbuilder RCN and San Marcos, Texas-based cable TV overbuilder
Grande.  Radiate will use proceeds from the term loan, notes, and
about $548 million in sponsor equity cash to fund the $2.25 billion
acquisition, pay related fees and expenses, and return cash to
balance sheet.

"The ratings reflect an aggressive financial policy employed by
private-equity sponsor TPG Capital resulting in pro-forma leverage
of about 6.5x, the company's market position as a cable overbuilder
(an entity that builds over an existing cable operator's network
and provides customers an alternative to the incumbent) with
material competition in most of its markets, modest scale, and low
profitability compared with its peers," said S&P Global Ratings
credit analyst William Savage.

Revenue visibility from Radiate's subscription-based services,
growing demand for broadband, and positive free operating cash flow
(FOCF) partly offset these factors, however.  S&P expects
mid-single-digit EBITDA growth over the next two to three years,
primarily due to higher bandwidth consumption and continued market
share gains from DSL, which will offset video programming cost
increases.  This, combined with modest debt reduction should result
in debt to EBITDA of around 6x by the end of 2017.

The stable outlook reflects S&P's expectation for modest
improvement in the company's credit measures over the next year,
mainly because of earnings growth.  S&P expects debt-to-EBITDA to
be around 6x by 2017.  However, S&P believes that re-leveraging is
likely at some point given the aggressive financial policy employed
by Radiate's private-equity owners.



RECYCLING GROUP: Wants to Use Sutton Bank Cash Collateral
---------------------------------------------------------
Recycling Group, Ltd., asks the U.S. Bankruptcy Court for the
Southern District of Ohio for authorization to use Sutton Bank's
cash collateral.

The Debtor operates the real estate owned by MHM Holdings, LLC.

Sutton Bank asserts a senior secured  position in and to the assets
owned by Debtor located at 630 Shepherd, Cincinnati, Ohio, known as
RG Property, as well as a mortgage interest in the property.

The Debtor tells the Court that it is merely requesting authority
to use income from its operations for ordinary course expenses
necessary for the preservation and operation of its business.  The
Debtor further tells the Court that it is not seeking authority to
use those funds remaining after payment of said ordinary and
necessary expenses.  The Debtor contends that any Excess Funds
generated will be maintained in the Debtor's DIP Account as and for
adequate protection of Sutton Bank's secured claim, if any and to
the extent it exists.

The Debtor's proposed monthly Budget provides for total expenses in
the amount of $74,600.

The Debtor proposes to grant Sutton Bank with replacement liens to
the same validity, extent, and priority as existed prepetition, and
will provide Sutton Bank with periodic financial reporting, as well
as periodic monthly interest payments.

A full-text copy of the Debtor's Motion, dated Nov. 25, 2016, is
available at
http://bankrupt.com/misc/RecyclingGroup2-016_116bk14347_11.pdf

                      About Recycling Group

Recycling Group, Ltd., filed a chapter 11 petition (Bankr. S.D.
Ohio Case No. 16-14347) on Nov. 21, 2016.  The petition was signed
by Michael A. Story, managing member.  The case is assigned to
Judge Jeffrey P. Hopkins.

Recycling Group is a company located in Cincinnati, Ohio, that
employs up to eight individuals in its recycling business.  Michael
A. Story is the managing member of Recycling Group and is the
majority owner.  Mr. Story is also the managing member and majority
owner of MHM Holdings, LLC.

MHM Holdings, a debtor in Case No. 16-14345, owns the real estate
at which the Debtor operates.

Recycling Group estimated assets and liabilities at $1 million to
$10 million at the time of the filing.

Recycling Group is represented by William B. Fecher, Esq. and Alan
J. Statman, Esq., at Statman, Harris & Eyrich, LLC.


REPSOL OIL: Egan-Jones Withdraws BB Sr. Unsecured Ratings
---------------------------------------------------------
Egan-Jones Ratings Company, on Nov. 8, 2016, withdrew BB senior
unsecured ratings on debt issued by Repsol Oil & Gas Canada Inc.

Repsol Oil & Gas Canada Inc. is an upstream oil and gas company,
incorporated in Canada and is a wholly-owned subsidiary of the
Spanish integrated energy company Repsol, S.A.




REVOLVE SOLAR: Fleet Staff Opposes Approval of Plan Outline
-----------------------------------------------------------
Fleet Staff, Inc., asked a bankruptcy court to deny approval of the
disclosure statement, which explains the Chapter 11 plan of
reorganization of Revolve Solar (TX) Inc. and Revolve Solar (CA)
Inc.

In a filing with the U.S. Bankruptcy Court for the Western District
of Texas, the company criticized the disclosure statement, saying
it is "deficient."

Fleet Staff complained the document does not provide information
regarding the Debtors' future management, especially the identity
of those who will manage and operate their business.

The creditor also complained the Debtors did not disclose the
amount that insiders, directors and officers will receive as
compensation.

"In order to determine whether the plan is feasible, the Debtors
need to provide creditors with the compensation that is expected to
be paid to any insiders, directors and officers," the company
said.

Under U.S. bankruptcy law, a company going through bankruptcy must
get approval of its disclosure statement to begin soliciting votes
for its Chapter 11 plan.  The document must contain sufficient
information to enable voting creditors to make an informed decision
about the plan.

Fleet Staff is represented by:

     Karen E. Murray, Esq.
     Craddock Massey LLP
     1400 Post Oak Boulevard, Suite 640
     Houston, TX 77056
     Tel: 713-960-6400
     Fax: 713-960-6401
     Email: kmurray@craddockmassey.com

              About Revolve Solar

Revolve Solar, Inc. aka Revolve Solar LLC, Revolve Solar (TX) Inc.,
and Revolve Solar (CA) Inc. each filed chapter 11 petitions (Bankr.
W.D. Tex. Case Nos. 16-10896, 16-10897, and 16-10899) on July 31,
2016.  The petitions were signed by Tim Padden, president.  The
Debtors are represented by Joyce W. Lindauer, Esq., at Joyce W.
Lindauer Attorney, PLLC.  Revolve Solar, Inc. and Revolve Solar
(TX) Inc.'s cases are assigned to Judge Tony M. Davis, while
Revolve Solar (CA) Inc.'s case is assigned to Judge Christopher B.
Mott.  The Debtors each estimated assets and liabilities at $1
million to $10 million at the time of the filing.


RIO MOBILE: Seeks to Hire Antonio Martinez as Legal Counsel
-----------------------------------------------------------
Rio Mobile Home and R.V. Parks, Inc. seek approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire legal
counsel.

The Debtor proposes to hire the Law Office of Antonio Martinez,
Jr., P.C. to give legal advice regarding its duties under the
Bankruptcy Code, prepare a bankruptcy plan, give advice regarding
any potential financing, review loan documents, and provide other
legal services.

The hourly rates charged by the firm are:

     Partners            $250
     Associates          $175
     Legal Assistants     $75

Antonio Martinez, Jr., Esq., disclosed in a court filing that he
and his firm are "disinterested" as defined in section 101(14) of
the Bankruptcy Code.

The firm can be reached through:

     Antonio Martinez, Jr., Esq.
     Law Office of Antonio Martinez, Jr.
     317 W. Nolana Ave. Ste C
     McAllen, TX 78504
     Phone: 956-683-1090
     Email: martinez.tony.jr@gmail.com

              About Rio Mobile Home and R.V. Parks

Rio Mobile Home and R.V. Parks, Inc. is a Texas limited liability
corporation that owns, develops, and manages a mobile home and R.V.
park in Brownsville, Texas.  

Rio Mobile Home and R.V. Parks, Inc. filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Tex. Case No. 16-10150) on May 10, 2016.
Hon. Eduardo V. Rodriguez presides over the case.  In its petition,
the Debtor estimated $16,117 in assets and $1.82 million in
liabilities. The petition was signed by Dean Gutierrez, president.


RITA RESTAURANT: Cash Collateral Use on Interim Basis Allowed
-------------------------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas authorized Rita Restaurant Corp. and its
affiliated debtors to use cash collateral on an interim basis.

The Debtors' proposed Budget forecasts total disbursements in the
amount of $777,800 for the week ending Nov. 23, 2016, $329,685 for
the week ending Nov. 30, 2016, and $698,185 for the week ending
Dec. 7, 2016.

The Debtors' Prepetition Lender is granted replacement liens on all
of the Debtors' assets that constituted collateral of the
Prepetition Lender as of the Petition Date.

An additional hearing on the Debtor's use of cash collateral is
scheduled on Nov. 30, 2016 at 2:00 p.m.  The deadline for the
filing of objections to the Debtor's use of cash collateral is set
on Nov. 28, 2016 at 12:00 p.m.

A full-text copy of the Interim Order, dated Nov. 23, 2016, is
available at
http://bankrupt.com/misc/RitaRestaurant2016_1652272rbk_196.pdf

                  About Rita Restaurant Corp.

Rita Restaurant Corp. and its affiliates operate full service,
casual dining restaurants, consisting of 16 Don Pablo's Mexican
Kitchen restaurants ("Don Pablo's") and 1 Hops Grill and Brewery
restaurant, located in 10 states in the United States.

Don Pablo's is a chain of Tex-Mex restaurants founded in Lubbock,
Texas in 1985.  The menu features Tex-Mex items, salsa, tortillas
and sauces and a range of other Mexican specialties.  At one time,
the chain had as many as 120 location throughout the United States
making it the second largest full service Mexican restaurant chain
in the United States during the late 1990s.

Hops is a casual dining restaurant that offers fresh, made from
scratch menu items in a relaxed atmosphere featuring signature
dishes that are created from high-quality, fresh ingredients,
prepared in a display style kitchen that allows the customer to
view the cooking process.

Rita Restaurant Corp., Don Pablo's Operating, LLC, and Hops
Operating, LLC, sought Chapter 11 protection (Bankr. W.D. Tex. Case
No. 16-52272) on Oct. 4, 2016.  The petitions were signed by Peter
Donbavand, vice president.  The cases are assigned to Judge Ronald
B. King.

The Debtors are represented by John E. Mitchell, Esq. and David W.
Parham, Esq.

Rita Restaurant estimated assets and liabilities in the range of $1
million to $10 million.


ROBERT M. PENDERGRAFT: Wife to Pay Unsecureds 50% Over 60 Months
----------------------------------------------------------------
Jane M. Pendergraft filed with the U.S. Bankruptcy Court for the
Southern District of Texas a disclosure statement with respect to
the Debtor's plan of reorganization dated Nov. 14, 2016.

Class 4 will consist of all allowed unsecured claims.  This class
consists of that portion of the IRS' claim that is not allowed as a
secured claim and is not allowed as a priority claim.  This class
also consists of all other holders of allowed unsecured claims
against the Debtor that are either the Debtor's separate debts or
community debts of debtor Robert L. Pendergraft and the Debtor that
the Debtor has agreed to share equal responsibility for with Mr.
Pendergraft.

The Debtor will pay the holders of allowed Class 4 Claims that she
has agreed in her divorce settlement agreement with Mr. Pendergraft
to pay as her separate obligations, 50% of the allowed amount of
the Class 4 Claims, a pro rata share in cash, in full, in equal
monthly payments, over a period of 60 months from the Effective
Date.  To the extent that Mr. Pendergraft fails to pay the holders
of allowed Class 4 Claims that were community debts that he agreed
to pay on behalf of the Debtor, the Debtor will pay a sum equal to
the amount remaining of her disposable income as determined by the
Court in equal monthly installments over a period of 60 months from
the Effective Date and seek those amounts paid from Mr.
Pendergraft.

The Debtor has entered into an agreement with Mr. Pendergraft
acknowledging their respective separate property, dividing the
community property, acknowledging the separate debts, and dividing
responsibility for payment of the community debts as between them.
That agreement will be modified to take into account certain
corrections that the parties' counsel have recently discovered,
most notably the fact that the homestead is not community property,
but rather is separate property of each of the Debtors, 50/50.  The
Debtor and Mr. Pendergraft will keep their respective 1/2
interests, but the Debtor's 1/2 interest will be subject to the
Debtor's deed of trust purchase money lien.  The Debtor will assume
sole responsibility for the payment of the monthly payments under
the Plan to Citimortgage on the allowed amount of its Class 1
Claim.  RLP will remain liable for one-half of the allowed amount
of the Class 1 Claim.  Also under that agreement, Mr. Pendergraft
has agreed to pay any taxes, penalties and interest to the IRS and
indemnify the Debtor for any amount she may have to pay.  The
Debtor has filed an objection to the proof of claim, as amended, of
the IRS and an adversary proceeding against the IRS seeking a
determination of the validity and extent of the IRS' lien against
the homestead and contesting the underlying claim for the taxes,
penalties, and interest as to the Debtor.  The Debtor contends that
she is entitled to status as an "innocent spouse" and as such does
not owe any tax obligation to the IRS except for the 2015 tax year.
  

The Debtor will seek a determination of the fair market value of
the homestead in connection with confirmation of the Plan.  The
determination of the fair market value of the homestead will be
used in conjunction with the determination of the allowed amount of
the Class 1 Claim, to determine the allowed amount of the Class 2
Claim.  This is because the secured portion of the IRS' Claim must
be calculated by taking the fair market value of the homestead,
dividing that amount in half to account for each of the Joint
Debtors' one-half separate property interest in the homestead,
subtracting one-half of the allowed amount of Citimortgage's Class
1 Claim from each of the Joint Debtors' one-half interest in the
homestead, and then subtracting the principal and interest balance
of the Debtor's second lien note from Mr. Pendergraft's one-half
interest in the homestead.  The IRS' collateral securing its lien
against Mr. Pendergraft's one-half interest is only the equity
remaining after the prior Class 1 Claim and the Debtor 's lien
claim.

The Debtor will use the net income from her psychotherapy practice
to fund payment of her 2015 tax obligation and the Plan payments to
the holders of allowed Class 4 Claims under the Plan.

The Disclosure Statement is available a:

            http://bankrupt.com/misc/txsb16-33506-85.pdf

The Plan was filed by the Debtor's counsel:

     Matthew B. Probus, Esq.
     WAUSON - PROBUS
     One Sugar Creek Center Boulevard, Suite 880
     Sugar Land, Texas 77478        
     Tel: (281) 242-0303        
     Fax: (281) 242-0306
     E-mail: mbprobus@wplaw.com

Jane M. Pendergraft and Debtor Robert L. Pendergraft were married
on or about May 28, 1988.  Mr. Pendergraft is an attorney
practicing primarily in the areas of commercial litigation and
mediation.  During most of their marriage, Mrs. Pendergraft worked
part-time and took care of the household and the couples' children.
Mrs. Pendergraft is a licensed clinical social worker with a
private practice.

Robert L. Pendergraft and Jane M. Pendergraft filed for Chapter 11
bankruptcy protection (Bankr. S.D. Tex. Case No. 16-33506) on July
12, 2016.  William P Haddock, Esq., at Pendergraft & Simon serves
as the Debtor's bankruptcy counsel.


ROBERT ROXBERRY: Court Denies Approval of Plan Outline
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
reasons stated on the record at the
hearing on November 9, denied the disclosure statement, which
explains the Chapter 11 plan of reorganization proposed by Robert
Joel and Clarissa Barbara Roxberry.

Under U.S. bankruptcy law, a debtor must get court approval of its
disclosure statement to begin soliciting votes from creditors.  
The document must contain adequate information to enable creditors
to make an informed decision about the bankruptcy plan.

The Debtors' restructuring plan proposes to pay claims of general
unsecured creditors in full in monthly installments.

                       About The Roxberrys

Robert Joel and Clarissa Barbara Roxberry sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D, Fla. Case No.
16-12454) on February 23, 2016.  The Debtors are represented by
David Lloyd Merrill, Esq., at Merrill P.A.


ROGER LEE HAYES: Unsecureds To Get $14,000 Under Plan
-----------------------------------------------------
Roger Lee Hayes and Sherry Kay Hayes filed with the U.S. Bankruptcy
Court for the District of Arizona a first amended disclosure
statement referring to the Debtors' plan of reorganization.

Class 6 General Unsecured Claimants will receive quarterly
distributions under the Plan on a pro rata basis, commencing in the
month following payment in full of administrative and priority
claims.  The Debtors will fund the Plan by making monthly payments
from their excess cash flow in an amount sufficient to fund the
value of the Debtor's liquidation equity.  The Debtors estimate
that approximately $14,000 will be available for distribution to
General Unsecured Creditors and that payment will commence in the
fourth year of the Plan. Class 6 is impaired.

Unsecured claims total $281,417.55.

The Plan will be funded by the Debtors' post-petition earnings and
liquidation of exempt assets.

The First Amended Disclosure Statement is available at:
  
            http://bankrupt.com/misc/azb15-15409-83.pdf

The Plan was filed by the Debtors' counsel:

     Pernell W. McGuire, Esq.
     M. Preston Gardner, Esq.
     DAVIS MILES MCGUIRE GARDNER
     40 E. Rio Salado Parkway, Suite 425
     Tempe, AZ 85281
     Tel: (480) 733-6800
     Fax: (480) 733-3748
     E-mail: pmcguire@davismiles.com
             pgardner@davismiles.com
             efile.dockets@davismiles.com

Roger Lee Hayes and Sherry Kay Hayes filed for Chapter 11
bankruptcy protection (Bankr. D. Ariz. Case No. 15-15409) on Dec.
4, 2015.


ROKWADER INC: Insufficient Capital Raises Going Concern Doubt
-------------------------------------------------------------
Rokwader, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $26,309 on $1.97 million of net revenue for the three months
ended September 30, 2016, compared to a net loss of $341,437 on
$1,524 of net revenue for the same period in 2015.

For the nine months ended September 30, 2016, the Company recorded
a net loss of $362,654 on $3.42 million of net revenue, compared to
a net loss of $634,107 on $2,228 of net revenue for the same period
last year.

The Company's balance sheet at September 30, 2016, showed total
assets of $12.68 million, total liabilities of $1.48 million, and a
stockholders' equity of $11.20 million.

The Company's financial statements have been presented on the basis
that it will continue as a going concern.  Although, the Company
has commenced operations, it has not generated significant revenues
from operations to date.  The Company has an accumulated deficit of
$2,603,067 as of September 30, 2016.

To the extent that the Company's capital resources are insufficient
to meet current or planned operating requirements, the Company will
seek additional funds through equity or debt financing,
collaborative or other arrangements with corporate partners,
licensees or others, and from other sources of, such additional
financings and the Company does not anticipate that existing
shareholders will provide any portion of the Company's future
financing requirements.

No assurance can be given that additional financing will be
available when needed or that such financing will be available on
terms acceptable to the Company.  If adequate funds are not
available, the Company may be required to delay or terminate
expenditures for certain of its programs that it would otherwise
seek to develop and commercialize.  This would have a material
adverse effect on the Company and raises substantial doubt about
the Company's ability to continue as a going concern.

A full-text copy of the Company's Form 10-Q is available at:
                
                   https://is.gd/lGl6w7

Rokwader, Inc., engages in the music publishing business in the
United States.  The company, through its subsidiary, Latigo Shore
Music, Inc., is involved in copywriting musical compositions
written by various songwriters and composers.  The company also
provides car wash services.


ROOSEVELT UNIVERSITY: Moody's Lowers Rating on $180MM Bonds to Ba1
------------------------------------------------------------------
Moody's Investors Service has downgraded Roosevelt University's
$180 million Series 2009 revenue bonds to Ba1 and $45 million
Series 2007 revenue bonds to Ba2.  Both series of bonds were
previously rated Baa3 and were issued by the Illinois Finance
Authority.  The outlook remains negative.  The downgrade reflects
the university's weakening financial position driven by a second
consecutive year of double-digit enrollment declines that will have
a lasting impact on already weak operations and insufficient debt
service coverage given heavy reliance on student-related income and
very high fixed costs and financial leverage.  The ratings also
incorporate the university's adequate liquid reserves giving it
time to implement new enrollment strategies and adjust expenses.
Both series of bonds have a security interest in gross revenues.
In addition, the Series 2009 bonds are secured by a mortgage in
marketable real estate in downtown Chicago and have a reserve fund
leading to a one-notch higher rating compared to the Series 2007
bonds that do not have the additional security.

Rating Outlook

The negative outlook reflects significant instability in student
demand for a highly tuition dependent university, confronting two
consecutive years of deep enrollment declines that will have a
lasting effect on revenue growth absent a strong rebound in spring
enrollment.  The outlook also incorporates our expectation that the
university will realize a large bequest of $25 million in the near
future.

Factors that Could Lead to an Upgrade

  Consistently generating cash flow from operations to cover debt
   service with some cushion

  Strengthened student demand with sustained revenue growth

  Significant increase in spendable cash and investments relative
   to debt

Factors that Could Lead to a Downgrade

  Deepening operating deficits or inability to improve operating
   performance over a longer time period

  Failure to grow student charges revenue after FY 2017
  A material erosion of the university's liquidity position

Legal Security

The bonds are a general obligation, secured by the university's
gross revenues.  The Series 2009 bonds have a cash-funded debt
service reserve fund (DSRF) equal to average annual debt service
and a mortgage pledge on most of the university's Chicago campus
property for the benefit of the Series 2009 bondholders.  There is
an additional bonds test.  The Series 2007 bonds do not have a DSRF
and do not include a mortgage pledge.  Deterioration of the
university's credit profile could result in further differentiation
of the ratings between the two series of debt that would move the
rating of the Series 2007 bonds further below that of the Series
2009 bonds.

Obligor Profile

Founded in 1945, Roosevelt University is a moderate sized private
university offering undergraduate, graduate, and professional
degree programs at its campuses in downtown Chicago and in
Schaumburg, a northwest suburb of Chicago, and on online.

Methodology

The principal methodology used in this rating was Global Higher
Education published in November 2015.


ROOT9B TECHNOLOGIES: Incurs $5.09 Million Net Loss in Third Quarter
-------------------------------------------------------------------
Root9B Technologies, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $5.09 million on $8.57 million of net revenue for the three
months ended Sept. 30, 2016, compared to a net loss of $4.02
million on $6.63 million of net revenue for the three months ended
Sept. 30, 2015.

For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $13.16 million on $25.90 million of net revenue
compared to a net loss of $4.44 million on $24.12 million of net
revenue for the nine months ended Sept. 30, 2015.

As of Sept. 30, 2016, Root9B had $31.05 million in total assets,
$13.82 million in total liabilities, and $17.22 million in total
stockholders' equity.

"The Company will need to raise additional funds in order to fund
operations.  Financing transactions, may include the issuance of
equity or debt securities, and obtaining credit facilities, or
other financing mechanisms.  However, if the trading price of our
common stock declines, or if the Company continues to incur losses,
this could make it more difficult to obtain financing through the
issuance of equity or debt securities.  Furthermore, if we issue
additional equity or debt securities, stockholders will likely
experience additional dilution or the new equity securities may
have rights, preferences or privileges senior to those of existing
holders of our common stock.  The inability to obtain additional
financing may restrict our ability to grow and may affect
operations of the Company, its ability to retain and hire critical
staff and revenue producing sub-contractors, and will raise
substantial doubt about our ability to continue as a “going
concern," the Company said in the SEC filing.

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

                      https://is.gd/2HpAul

                          About Root9B

Root9B Technologies, Inc., is a provider of cyber-security,
business advisory services principally in regulatory risk
mitigation, and energy and controls solutions.

Root9B reported a net loss of $8.33 million in 2015 following a net
loss of $24.43 million in 2014.


RURAL/METRO CORP: Ariz. Woman Seeks Court OK to Prosecute Claim
---------------------------------------------------------------
William Gorta, writing for Bankruptcy Law360, reported that an
Arizona woman who says she was sexually assaulted by an employee of
a Rural/Metro Corp. subsidiary has asked the Delaware bankruptcy
court to allow her to prosecute her claim for prepetition injury
after an Arizona state judge declared her a "known creditor," which
required the company to notify her of its bankruptcy petition.
Rural/Metro moved in September 2016 for an order enforcing a
discharge injunction and to enjoin five separate plaintiffs,
including the Arizona woman, from prosecuting postpetition actions
for their prepetition injuries.

                      About Rural/Metro Corp

Headquartered in Scottsdale, Arizona, Rural/Metro Corporation --
http://www.ruralmetro.com-- is a national provider of  
911-emergency and non-emergency interfacility ambulance services
and private fire protection services.  Rural/Metro was acquired in
2011 in a leveraged buyout by Warburg Pincus LLC as part of a
transaction valued at $676.5 million.

Rural/Metro Corp. and 59 affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11952) on Aug. 4, 2013, in
Wilmington, Delaware.  Debt included $318.5 million on a secured
term loan and $109 million on a revolving credit with Credit
Suisse
AG serving as agent. There was $312.2 million owing on two issues
of 10.125% senior unsecured notes.

The Debtors' lead bankruptcy attorneys were Matthew A. Feldman,
Esq., Rachel C. Strickland, Esq., and Daniel Forman, Esq., at
Willkie Farr & Gallagher LLP, in New York.  Maris J. Kandestin,
Esq., and Edmon L. Morton, Esq., at Young, Conaway, Stargatt &
Taylor, LLP, in Wilmington, Delaware, served as the Debtors' local
Delaware counsel.

Alvarez & Marsal Healthcare Industry Group, LLC, and FTI
Consulting, Inc., were the Debtors' financial advisors, while
Lazard Freres & Co. L.L.C. is their investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims and noticing agent.

The U.S. Trustee appointed a three-member official committee of
unsecured creditors in the Chapter 11 case.

The Debtors arranged $75 million of DIP financing from a group of
prepetition lenders led by Credit Suisse AG.  An interim order
allowed the Debtors to access $40 million of the DIP facility.

The Debtors filed a reorganization plan largely worked out before
the Chapter 11 filing.  Existing shareholders were to receive
nothing in the plan.

Rural/Metro won confirmation of its First Amended Joint Chapter 11
Plan of Reorganization on Dec. 17, 2013.  The Plan was declared
effective, and Rural/Metro and its affiliates emerged from
bankruptcy protection on Dec. 31 that year.  The Plan enabled
unsecured noteholders to become controlling stockholders.
Unsecured noteholders owed $312.2 million took all the new
preferred stock and 70% of the common stock in return for a
$135 million equity contribution through a rights offering.


RYAN EXCAVATING: Dec. 20 Status Hearing on Plan, Disclosures
------------------------------------------------------------
Judge Jacqueline Cox of the U.S. Bankruptcy for the Northern
District of Illinois will convene on December 20, 2016, at 10:00
a.m., a status hearing on Ryan Excavating LLC's plan and disclosure
statement.

Judge Cox gave the Debtor until November 14 to file a Plan and
Disclosure Statement.

The Debtor and its counsel said they have begun drafts of both the
Plan and Disclosure Statement, but have not yet sent those drafts
to the U.S. Trustee or Creditors for comment.  The Debtors believe
that inviting comments prior to filing will ultimately reult in
moving the case to a favorable conclusion.

                      About Ryan Excavating

Ryan Excavating LLC filed a chapter 11 petition (Bankr. N.D. Ill.
Case No. 16-12921) on April 15, 2016, is represented by Richard G.
Larsen, Esq., at Springer Brown, LLC, in Wheaton, Ill., and
estimated its assets and liabilities at less than $1 million at the
time of the filing.  The petition was signed by Ryan Bright,
president.  The case judge is Judge Jacqueline P. Cox.


SAEXPLORATION HOLDINGS: To Present at Jefferies Global Conference
-----------------------------------------------------------------
SAExploration Holdings, Inc., announced that Brent Whiteley, CFO
and general counsel, and Ryan Abney, vice president of finance,
will participate in the Jefferies Global Energy Conference in
Houston, TX on Tuesday, Nov. 29, 2016.  SAE is scheduled to present
at 3:30 p.m. local time.

A copy of the presentation materials will be made available on the
Investors section of SAE's Web site at
http://www.saexploration.com/

              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.

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.

                        *     *     *

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.


SEACREST EQUITIES: Disclosures Okayed; Plan Hearing on Jan. 11
--------------------------------------------------------------
The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York has approved Seacrest Equities LLC's
amended disclosure statement filed on Nov. 4, 2016, referring to
the Debtor's amended plan of reorganization filed on Nov. 4, 2016.

The hearing on the confirmation of the Plan will be held on Jan.
11, 2017, at 2:00 p.m.

Dec. 28, 2016, is fixed as the last day for filing and serving
written objections to confirmation of the Plan.  Dec. 28 at 5:00
p.m. is fixed as the last day for submitting written acceptances or
rejections to the Plan.  Ballots are due by Dec. 28, 2016, at 5:00
p.m.

The Debtor's counsel will file by Jan. 9, 2017, a summary of
ballots and certification of vote.

The Debtor's Amended Disclosure Statement dated November 4, 2016, a
full-text copy of which is available at:

     http://bankrupt.com/misc/nyeb16-43956-25.pdf

provides that General Unsecured Claims, which total approximately
$1,191,529, including $1,083,429 of wholly under-secured lien
creditors, and $108,500 of general unsecured claims, will be paid
of available cash up to Allowed Amount of Class 8 Claims, plus
interest at the Legal Rate after payment of administration claims,
unclassified tax claims, Class 1, 2, 3, and 4 Claims.  If less than
$25,000 is available for Class 5 Claims after payment of senior
claims, then each Holder of a General Unsecured Claim will be paid
its pro-rata share of a $25,000 distribution fund.  To the extent
necessary, the fund will be funded by the Class 2 Claimant -
Grasmere Notebuyer LLC.  The Class 2 Claimant and Randall Funding
as Class 4 Claimant, will not be entitled to a Class 5 Claim but
shall retain their rights to vote as a class 8 Claimant.

To emerge from bankruptcy, the Debtor intends to retain a broker
and auction the Property located at 12 Seacrest Drive, in
Huntington, New York, under the Plan.

                      About Seacrest Equities

Seacrest Equities LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 16-43956) on Sept. 1,
2016.  The petition was signed by Lorenzo Deluca, managing member.


The case is assigned to Judge Carla E. Craig.

At the time of the filing, the Debtor disclosed $1.5 million in
assets and $4.54 million in liabilities.

Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP, serves
as the Debtor's bankruptcy counsel.


SEARS HOLDINGS: EVP Jeffrey Balagna Quits
-----------------------------------------
Mr. Jeffrey Balagna, executive vice president of Sears Holdings
Corporation, will be departing from his position with the Company,
effective as of Nov. 30, 2016, in order to focus on his other
business interests and pursue other career opportunities, as
disclosed in a Form 8-K filed with the Securities and Exchange
Commission.

                          About Sears

Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused  

on seamlessly connecting the digital and physical shopping
experiences to serve members.  Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.

The Company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000 full-
line and specialty retail stores in the United States and Canada.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts.  Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.

Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues.  Kmart completed its
merger with Sears on March 24, 2005.

Sears Holdings reported a net loss of $1.12 billion on $25.14
billion of revenues for the year ended Jan. 30, 2016, compared to a
net loss of $1.81 billion on $31.19 billion of revenues for the
year ended Jan. 31, 2015.

As of July 30, 2016, Holdings had $10.61 billion in total assets,
$13.30 billion in total liabilities and a total deficit of $2.69
billion.

                            *     *     *

Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to 'Caa1' from 'B3'.  The rating
outlook is stable.

The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year.  The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period.  For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year.  Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014.  "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy.  He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."

As reported by the TCR on March 26, 2014, Standard & Poor's
Ratings Services affirmed its ratings on the Hoffman Estate, Ill.-
based Sears Holdings Corp., including the 'CCC+' corporate credit
rating.

Fitch Ratings had downgraded its long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) to 'CC' from 'CCC',
according to a TCR report dated Sept. 12, 2014.


SECURED ASSETS: Wants to Continue Using Cash Through Jan. 31
------------------------------------------------------------
Secured Assets Belvedere Tower, LLC, asks the U.S. Bankruptcy Court
for the District of Nevada for authorization to continue using cash
collateral.

The Debtor contends it has entered into a stipulation with its
secured creditor, Belvedere Debt Holdings, LLC, in which they agree
that the Debtor may continue to use cash collateral in the ordinary
course of business to pay the ordinary and necessary expenses
reflected in the proposed Budget, for the period Dec. 1, 2016 to
Jan. 31, 2017, with the exception that attorneys' fees may not be
paid by the Debtor in accordance with the proposed Budget pending
further order of the Court.

The Debtor's proposed Budget provides for total operating expenses
in the amount of $89,887 for November 2016, $135,360 for December
2016, and $104,560 for January 2017.

A full-text copy of the Debtor's Motion, dated Nov. 23, 2016, is
available at
http://bankrupt.com/misc/SecuredAssets2016_1651162gwz_112.pdf

            About Secured Assets Belvedere Tower

Reno, Nevada-based Secured Assets Belvedere Tower, LLC, filed a
chapter 11 petition (Bankr. D. Nev. Case No. 16-51162) on Sept. 19,
2016.  The petition was signed by Gregg Smith.  The Debtor is
represented by Elizabeth A. High, Esq., and Cecilia Lee, Esq., at
Davis Graham & Stubbs LLP.  The case is assigned to Judge Gregg W.
Zive.  

The Debtor, a single asset real estate company, disclosed total
assets at $20.4 million and total liabilities at $18.5 million.


SEOUL PRESBYTERIAN: Unsecureds To Be Fully Paid at 4.5% for 60 Mos
------------------------------------------------------------------
Seoul Presbyterian Church filed with the U.S. Bankruptcy Court for
the Eastern District of Virginia a disclosure statement referring
to the Debtor's plan of reorganization.

Under the Plan, Class 4 -- which includes all other unsecured
creditors -- will be paid in full at 4.5% interest in monthly
distributions of $993.32 each month for 60 months starting on the
25th day of the first month following the effective date of the
Plan.  The total of all unsecured claims is $53,280.48.

The Debtor said the 400 members of its congregation have been kept
apprised of all developments in this Chapter 11 proceeding and are
committed to the church's survival.  The Elders, Deacons, and
Pastors have discussed the financial obligations the church is
undertaking in its Chapter 11 Plan, and have committed themselves
to increasing their beneficial donations so much as necessary to
fund it.  In addition, several individual church members have
committed themselves to making extraordinarily large contributions
to help with the $300,000 payment due Zion on the effective date of
the Plan.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/vaeb16-10983-79.pdf

Headquartered in Fairfax Station, Virginia, Seoul Presbyterian
Church filed for Chapter 11 bankruptcy protection (Bankr. E.D. Va.
Case No. 16-10983) on March 18, 2016, estimating its assets at up
to $50,000 and its liabilities at between $1 million and $10
million.  The petition was signed by Gun Ho Choi, trustee.

Judge Brian F. Kenney presides over the case.

Richard G. Hall, Esq., at Richard G. Hall serves as the Debtor's
bankruptcy counsel.


SEVENTY SEVEN: Reports $36.5M Net Loss in Sept. 30 Quarter
----------------------------------------------------------
Seventy Seven Energy Inc., which emerged from Chapter 11 protection
in August 2016, reported a net loss of $36,528,000 for the two
months ended Sept. 30, 2016, on revenues of $79,656,000.

As of Sept. 30, 2016, the Company had total assets of $972,953,000
against total current liabilities of $69,271,000 and total
long-term liabilities of $425,222,000.

The two months ended Sept. 30 refers to the Company's
post-emergence operations.

SSE said it registered a net loss of $11,640,00 for the one-month
period ended July 31, 2016 -- while it was under bankruptcy
protection.

SSE also disclosed that for the three months ended Sept. 30, 2015,
its predecessor company posted a net loss of $48,530,000 on total
revenues of $213,541,000.

The Delaware Bankruptcy Court on July 14, 2016, issued an order
confirming the Joint Pre-packaged Plan of Reorganization of the
Debtors. On August 1, 2016, the Plan became effective pursuant to
its terms and the Debtors emerged from their Chapter 11 cases.

The Plan contemplated that the Company continue its day-to-day
operations substantially as previously conducted and that all of
its commercial and operational contracts remained in effect in
accordance with their terms preserving the rights of all parties.
The significant elements of the Plan included:

     -- payment in full in the ordinary course of all trade
creditors and other general unsecured creditors;

     -- the exchange of the full $650.0 million of the 2019 Notes
into 96.75% of new common stock issued in the reorganization;

     -- the exchange of the full $450.0 million of the 2022 Notes
for 3.25% of the New Common Stock as well as warrants exercisable
for 15% of the New Common Stock at predetermined equity values;

     -- the issuance to existing common stockholders of two series
of warrants exercisable for an aggregate of 20% of the New Common
Stock at predetermined equity values;

     -- the maintenance of the Company's $400.0 million existing
secured Term Loan while the lenders holding Term Loans (i) received
(a) payment of an amount equal to 2% of the Term Loans; and (b) as
further security for the Term Loans, second-priority liens and
security interests in the collateral securing the company's New ABL
Credit Facility, which collateral, together with the existing
collateral securing the Term Loans and Tranche A Incremental Term
Loans, is governed by an inter-creditor agreement among the
applicable secured parties; and (ii) continued to hold Term Loans
under the Term Loan Credit Agreement, as amended to reflect, among
other modifications, the reduction of the maturity date of the Term
Loans by one year and an affirmative covenant by the Company to use
commercially reasonably efforts to maintain credit ratings for the
Term Loans; and

     -- the payment of a consent fee equal to 2% of the Incremental
Term Loan plus $15.0 million of the outstanding Incremental Term
Loan balance, together with the maintenance of the remaining $84.0
million balance of the Incremental Term Loan on identical terms
other than the suspension of any prepayment premium for a period of
18 months.

The Plan effectuated, among other things, a substantial reduction
in the Company's debt, including $1.1 billion in the aggregate of
the face amount of the 2019 Notes and 2022 Notes.

In accordance with the Plan, on the Effective Date, the Company
issued an aggregate of 22,000,000 shares of New Common Stock to the
holders of the 2019 and 2022 Notes.

On June 8, 2016, in connection with the filings of the Bankruptcy
Petitions, the Company, with certain of subsidiaries as borrowers,
entered into a senior secured debtor-in-possession credit facility
with total commitments of $100.0 million.  On the Plan Effective
Date, by operation of the Plan, the DIP Facility was amended and
restated, and the outstanding obligations pursuant thereto were
converted to obligations under a senior secured revolving credit
facility in an aggregate principal amount of up to $100.0 million.

In support of the Plan, the enterprise value of the Successor
Company was estimated and approved by the Bankruptcy Court to be in
the range of $700 million to $900 million. The Company used the
high end of the Bankruptcy Court-approved enterprise value -- $900
million -- as estimated enterprise value.

A copy of the earnings report on Form 10-Q is available at
https://is.gd/GA63Vd

In a November statement, Moody's Investors Service said it has
assigned a Caa1 rating on Seventy Seven Operating LLC's senior
secured 1st lien term loan due 2020.  Seventy Seven Operating is
the primary operating subsidiary of Seventy Seven Energy Inc.  SSO
has a Corporate Family Rating of Caa1 from Moody's.

In a September statement, Moody's explained SSO's Caa1 Corporate
Family Rating.  The agency said the rating reflects SSO's "exposure
to the highly cyclical oil and natural gas land drilling and
hydraulic fracturing activities, high revenue concentration with
Chesapeake Energy Corporation (Caa2, positive), and a moderately
leveraged capital structure following the recent restructuring of
the company's parent, SSE.  The rating is supported by contracts on
its fleet of land drilling rigs and pressure pumping spreads that
provide a measure of revenue visibility in 2017, however margins
will likely remain weak as contracts priced well-above current
market rates roll off through 2017 in an oversupplied market
leading to additional pricing erosion -- evidenced by the large
number of idled rigs the company has that are under contract.
Additional support to the rating is provided by the company's broad
geographic footprint in the onshore US and good service line
diversification, relative to similarly rated peers."

"Moody's views SSO's liquidity as adequate through 2017, supported
primarily by cash on the balance sheet following completion of the
company's restructuring and an undrawn $100 ABL revolving credit
facility.  The ABL facility is governed by a springing fixed charge
covenant that is activated when availability drops to less than
12.5% of the borrowing base.  Required coverage is 1.0x, which the
company should be able to comfortably meet although utilization is
not expected to reach a point that the covenant would become
activated through 2017.  The senior secured term loan matures in
2020, there are no other maturities prior to that."

S&P Global Ratings, another ratings firm, assigned a 'CCC+'
corporate credit rating on SSE following the Company's Chapter 11
exit.  S&P said in an August statement it views SSE's business risk
as vulnerable.  S&P continues to assess SSE's financial risk
profile as highly leveraged, reflecting funds from operations (FFO)
to debt of less than 5% this year, although credit metrics have
improved as a result of the $1.1 billion reduction in debt.  S&P
views SSE's liquidity as adequate.

                   About Seventy Seven Energy

Seventy Seven Operating LLC (SSO) is the primary operating
subsidiary of Seventy Seven Energy Inc. (SSE), a privately held
oilfield services company based in Oklahoma City, OK.  SSE,
through
SSO and its subsidiary companies owns and operates drilling rigs,
pressure pumping equipment and other oilfield services assets and
operates primarily in the Midcontinent and the Permian,
Haynesville, Eagle Ford and Appalachian basins.

Each of Seventy Seven Finance Inc., Seventy Seven Energy Inc.,
Seventy Seven Operating LLC, Great Plains Oilfield Rental, L.L.C.,
Seventy Seven Land Company LLC, Nomac Drilling, L.L.C.,
Performance
Technologies, L.L.C., PTL Prop Solutions, L.L.C., SSE Leasing LLC,
Keystone Rock & Excavation, L.L.C. and Western Wisconsin Sand
Company, LLC filed a voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case Nos. 16-11409 to 16-11419,
respectively) on June 7, 2016.  The Debtors listed total assets
of $1.77 billion and total liabilities of $1.72 billion.

The Debtors engaged Baker Botts LLP as general bankruptcy
counsel; Morris, Nichols, Arsht & Tunnell LLP as co-counsel;
Lazard
Freres & Co. LLC as investment banker; Alvarez & Marsal as
restructuring advisor; and Prime Clerk LLC as notice, claims and
balloting agent.

Judge Laurie Selber Silverstein handled the Chapter 11 cases.


SIRGOLD INC: Seeks Cash Use Extension Until Dec. 31
---------------------------------------------------
Sirgold, Inc. submitted to the U.S. Bankruptcy Court for the
Southern District of New York the Supplemental Declaration of
Avnissh Patel, to support the Debtor's application for the use of
cash collateral in which Unity Bancorp, Inc. may have an interest.

Mr. Patel, the Debtor's president, relates that the Debtor was
previously authorized to use cash collateral in an amount of up to
$21,000 on an emergency basis, for the period November 15, 2016
through November 29, 2016.

The Debtor seeks to use cash collateral from November 30, 2016 to
December 31, 2016, in an amount not to exceed $41,251.40, in
accordance with its proposed Budget.

Mr. Patel believes that Unity Bancorp is the only entity that has
an interest in the cash collateral.  He tells the Court that Unity
Bancorp has a first priority lien, mortgage and security interest
against the condominium unit located at 62 West 47th Street, Unit
309/A, New York, New York.  He further tells the Court that the
Property serves as the Debtor's principal place of business.  Mr.
Patel adds that he and his wife executed and delivered a personal
guaranty to Unity Bancorp with respect to the mortgage, which had
an approximate balance of $377,000 as of the Petition Date.

Mr. Patel says that the Debtor obtained mortgage financing from
Unity Bancorp in the principal amount of $210,000.  The mortgage
was against the Debtor's real property located at 22 Meridian Road,
Unit 11 Edison, New Jersey.  Mr. Patel further says that he and his
wife are guarantors of the loan, and that Unity Bancorp has a first
priority mortgage, security interest and lien on the NJ Property.
The current balance due on the mortgage against the NJ Property is
approximately $134,000.

Mr. Patel relates that the Debtor's records reflect existing
receivables of approximately $2,000,000 as of the Petition Date.
He further tells the Court that a portion of the receivables,
estimated at approximately $400,000, have been past due for well
over 120 days.  He believes that it would be difficult to collect
receivables aged for this long.  Mr. Patel further relates that
approximately $1,600,000 of current accounts receivable are
collectible, and that the filing of the involuntary case has had
the immediate effect of delaying collections.

Mr. Patel contends that in order to adequately protect against any
diminution in the value of any cash collateral utilized by the
Debtor during the Interim Period, the Debtor will grant Unity
Bancorp a valid, binding, enforceable and continuing replacement
lien and security interest in and on any and all real and personal
property of the Debtor and proceeds thereof, to the same extent,
validity, and priority held by Unity Bancorp on the Petition Date.
Mr. Patel further contends that the Debtor ordinarily generates
approximately $250,000 per month in new sales, which are sufficient
in amount to adequately protect Unity for the Debtor's use of cash
collateral during the Interim Period.

A full-text copy of the Supplemental Declaration of Avnissh Patel,
dated November 23, 2016, is available at
http://bankrupt.com/misc/SirgoldInc2016_1612963scc_20.pdf

The case is IN RE: Sirgold, Inc. (Bankr. S.D.N.Y. Case No.
16-12963-scc)



SPECTRA ENERGY: Egan-Jones Hikes Sr. Unsecured Ratings to BB+
-------------------------------------------------------------
Egan-Jones Ratings Company on Nov. 9, 2016, upgraded the senior
unsecured ratings on debt issued by Spectra Energy Corp. to BB+
from BB.

Headquartered in Houston, Texas, Spectra Energy Corp operates in
three key areas of the natural gas industry: transmission and
storage, distribution, and gathering and processing.



SPI ENERGY: Appoints Weibo's Liang as CFO
-----------------------------------------
SPI Energy Co., Ltd. announced that effective Nov. 17, 2016, Mr.
Guanning Liang is appointed as the Company's chief financial
officer.  Mr. Liang replaces Mr. Tairan Guo, who has served as the
Company's interim CFO since March 2016.  Mr. Guo will continue to
serve as vice president overseeing the Company's green power
consumption business and power plant assets within Meicheng Power,
a subsidiary of the Company, to further develop and implement the
Company's investment, asset management and M&A strategies.

"I would like to thank Mr. Tairan Guo for his outstanding
contributions and leadership during his tenure in achieving
critical initiatives after successful up-listing from OTC to Nasdaq
Global Select, we look forward to continuing to work with him,"
said Xiaofeng Peng, chairman and chief executive officer of SPI
Energy.  "Mr. Liang is an accomplished executive with significant
financial expertise and experience in leading U.S.-listed public
companies.  I am excited to welcome him on board and looking
forward to working closely with him to further improve corporate
governance, financial management, SEC reporting, and investor
relations."

Mr. Liang brings a wealth of leadership experience to SPI Energy,
with over 14 years of expertise in finance and auditing.  Mr. Liang
joined the Company from Weibo Corporation (NASDAQ: WB) where he has
served as finance director since 2015.  Previously, Mr. Liang was
finance director at Sina Corporation (NASDAQ: SINA) from 2012 to
2015, financial controller at China Mass Media Corp. from 2011 to
2012, and Finance Manager of GCL-Poly, a company listed on the
Stock Exchange of Hong Kong, and Senior Finance Manager of its
subsidiary GCL Solar from 2008 to 2010.  Prior to that, Mr. Liang
has over six years' experience in KPMG China and Singapore Offices
from 2002 to 2008, and his last position with KPMG is audit
manager.  Mr. Liang received his bachelor's degree in management
from Sun Yat-Sen University in 2002 and is a Fellow member of
Chartered Certified Accountant, or FCCA.

                    Amends Current Report

Meanwhile, SPI Energy filed with the Securities and Exchange
Commission an amended Form 6-K to correct a clerical error in the
Form 6-K dated Aug. 31, 2016.  That Form 6-K was amended replacing
the reference to "US$1,1018.25" in the third paragraph on page
three thereof with the text "US$1,018.25."

SPI Energy previously announced that SPI Solar, Inc., a wholly
owned subsidiary of the Company, entered into a definitive
agreement on Aug. 30, 2016, to sell certain of its shares of stock
of EnSync, Inc., a Wisconsin corporation.

Pursuant to the Share Purchase Agreement, SPI Solar agrees to sell
8,000,000 shares of the common stock, 7,012 shares of the C-1
preferred stock and 4,341 shares of the C-2 preferred stock of
EnSync, Inc. for an aggregate purchase price of US$17 million.  The
Share Transfer is subject to customary closing conditions.  SPI
Solar will receive US$8.5 million upon the completion of the Share
Transfer with the remainder of the purchase price to be paid by the
purchaser within six months following the closing date.

Under the same agreement, SPI Solar agrees that in the event any of
the C-1 preferred stock or C-2 preferred stock subject to the Share
Transfer is not converted into common stock of EnSync, Inc. within
six months following the closing date, the purchaser shall (i) be
released from the obligations to pay the unpaid portion of the
consideration and (ii) have the right to request SPI Solar to
repurchase such C-1 preferred stock and C-2 preferred stock at a
price of US$1,018.25 per share of preferred stock, plus an
uncompounded 10% annual interest.  The amount of the repurchase
price shall be deducted the amount of the unpaid portion of the
purchase price.

                  About SPI Energy Co., Ltd.

SPI Energy Co., Ltd., (As successor in interest to Solar Power,
Inc.), is a global provider of photovoltaic (PV) solutions for
business, residential, government and utility customers and
investors.  SPI Energy focuses on the downstream PV market
including the development, financing, installation, operation and
sale of utility-scale and residential solar power projects in
China, Japan, Europe and North America.  The Company operates an
innovative online energy e-commerce and investment platform,
http://www.solarbao.com/,which enables individual and
institutional investors to purchase innovative PV-based investment
and other products; as well as http://www.solartao.com/, a B2B
e-commerce platform offering a range of PV products for both
upstream and downstream suppliers and customers.  The Company has
its operating headquarters in Shanghai and maintains global
operations in Asia, Europe, North America and Australia.

SPI Energy reported a net loss of $185 million on $191 million of
net sales for the year ended Dec. 31, 2015, compared to a net loss
of $5.19 million on $91.6 million of net sales for the year ended
Dec. 31, 2014.  As of Dec. 31, 2015, SPI Energy had $710 million in
total assets, $493 million in total liabilities and $216.6 million
in total stockholders' equity.

KPMG Huazhen LLP, in Shanghai, China, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that SPI Energy Co., Ltd., and its
subsidiaries have suffered significant losses from operations and
have a negative working capital as of Dec. 31, 2015.  In addition,
the Group has substantial amounts of debts that will become due for
repayment in 2016.  These factors raise substantial doubt about the
Group's ability to continue as a going concern.


STEELCORE CAPITAL: Unsecureds To Recoup 100% Under Plan
-------------------------------------------------------
Steelcore Capital Master Fund, L.P., and Steelcore Capital, LP,
filed with the U.S. Bankruptcy Court for the Southern District of
New York a joint disclosure statement referring to the Debtors'
joint Chapter 11 liquidating plan dated Nov. 16, 2016.

Class 2 General Unsecured Claims include the allowed unsecured
claims of Steinberg Trust and Ziosite, each in the amount of
$1,475,000, respectively, whose claims, and payment thereon, are
governed exclusively by a settlement agreement.

The Debtors will pay to each holder of a Class 2 General Unsecured
Claim 100% of the amount of their allowed claim, without interest,
in cash form the plan distribution fund on the Effective Date or as
soon thereafter as is practicable, in full and final satisfaction
of its claims as against the Debtors.  The Debtors believe Class 2
Claims, including the settlement payment to Steinberg Trust and
Ziosite totaling $2,950,000 paid under the settlement agreement,
total $3,002,973.49.  Since Class 2 Claims are not receiving
interest on their allowed claim, Class 2 Claims are Impaired under
the Plan and are allowed to vote on the Plan.  Under the settlement
agreement, Steinberg Trust and Ziosite are deemed to vote their
Class 2 Claims in favor of the Plan.

The Plan will be solely funded with the plan distribution fund,
which will be held pursuant to Section 345 of the U.S. Bankruptcy
Code and distributed by DelBello Donnellan Weingarten Wise &
Wiederkehr, LLP, in accordance with the terms of the Plan.  The
cash required to be distributed to holders of allowed claims under
the Plan will be distributed by the disbursing agent on the later
of these dates: (i) on, or shortly after, the later of the
Effective Date to the extent the claim has been allowed or (ii) to
the extent that a claim becomes an allowed claim after the
Effective Date, within ten days after the order allowing the claim
becomes a final court order.

The plan distribution fund has been established and will be
distributed in accordance with the Plan.

The Debtors filed an estimated plan distribution analysis showing
the following:

  Cash on hand        $3,695,817.81

  LESS Plan Distributions:

  Admin Claims            $1,415.00
  US Trustee Fees        $10,725.00
  Professional Fees     $160,500.00
  Unsecured Claims    $3,002,973.49
  Post Confirmation
     Reserve              $2,500.00
  Return To Equity      $517,704.32

  TOTAL               $3,695,817.81

The Disclosure Statement is available at:

           http://bankrupt.com/misc/nysb16-11936-48.pdf



The Plan was filed by the Debtors' counsel:

     Jonathan S. Pasternak, Esq.
     DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP
     One North Lexington Avenue
     White Plains, New York 10528
     Tel: (914) 681-0200
     E-mail: jsp@ddw-law.com

                   About SteelCore Capital

SteelCore Capital Master Fund, L.P., and SteelCore Capital, LP,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y Case Nos. 16-11936 and 16-11937) on July 5, 2016.  The
petition was signed by Joseph Stechler, managing member of
SteelCore Capital GP LLC, general partner.

The Debtors hired DelBello Donnellan Weingarten Wise & Wiederkehr,
LLP, as counsel.  EisnerAmper, LLP, serve as the Debtors'
accountants.

The case is assigned to Judge Mary Kay Vyskocil.

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

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


STEVEN PHILLIPS: Disclosures Okayed; Plan Hearing on Dec. 20
------------------------------------------------------------
The Hon. Paul Sala of the U.S. Bankruptcy Court for the District of
Arizona has approved Steven Phillips and Geralyn Phillips'
disclosure statement referring to the Debtor's plan of
reorganization.

The hearing to consider confirmation of the Plan will be held on
Dec. 20, 2016, at 10:00 a.m.

Steven Phillips filed a Chapter 11 petition (Bankr. D. Ariz. Case
No. 11-13669) on May 11, 2011.

The Debtors are represented by:

     Blake D. Gunn, Esq.
     LAW OFFICE OF BLAKE D. GUNN
     P.O. Box 22146
     Mesa, Arizona 85277
     Tel: (480) 270-5073
     Fax: (480) 393-7162
     E-mail: Blake.Gunn@gunnbankruptcyfirm.com


SUNDEVIL POWER: To Wind Down Remaining Assets Under Plan
--------------------------------------------------------
Sundevil Power Holdings, LLC, and SPH Holdco LLC filed with the
U.S. Bankruptcy Court for the District of Delaware a Joint Chapter
11 plan and accompanying disclosure statement, which contemplate
the liquidation of the Debtors' assets that remain following the
closing of the sale of substantially all of the Debtors' assets,
and distribution of the proceeds of the liquidation to creditors.

The Debtors are expected to close upon the sale of substantially
all of their assets this month subject to the timing of receipt of
the requisite approvals from the Federal Energy Regulatory
Commission.

Class 5 - General Unsecured Claims, estimated to total $21 million,
will receive no distribution.  Class 5 is impaired and are
conclusively presumed to have rejected the Plan.  Therefore,
holders of Class 5 Claims are not entitled to vote to accept or
reject the Plan.

Holders of the Secured Lender Claim, and the DIP Lenders, have
credit bid in an amount equal to their entire DIP Claim, estimated
to total $234,115,321.55.  In full and final satisfaction of the
remaining Secured Lender Claim, the holders of the Secured Lender
Claim will receive any excess cash from the Wind-Down Amount after
the payment in full of all Allowed Administrative Expense Claims,
all Allowed Accrued Professional Compensation Claims, all Allowed
Priority Tax Claims, and all Allowed Other Priority Claims and Plan
Expenses.

U.S. Bankruptcy Judge Kevin Carey in Delaware will convene a
hearing on December 22, 2016, at 11:00 a.m. (ET) to consider
approval of the disclosure statement and confirmation of the Plan.

The Disclosure Statement and Plan Confirmation Objection Deadline
is December 19.  The Voting Deadline is December 19.

A full-text copy of the Disclosure Statement dated November 18,
2016, is available at http://bankrupt.com/misc/deb16-10369-377.pdf

The Plan and Disclosure Statement were filed by Steven K. Kortanek,
Esq., Patrick A. Jackson, Esq., and Joseph N. Argentina, Jr., Esq.,
at Drinker Biddle & Reath LLP, in Wilmington, Delaware.

                      About Sundevil Power Holdings, LLC

Merchant power generators Sundevil Power Holdings, LLC and SPH
Holdco LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case Nos. 16-10369 and 16-10370,
respectively), on Feb. 12, 2016. The petitions were signed by Blake
M. Carlson as authorized signatory.

Sundevil Power Holdings, LLC, owns natural gas-fired power plants.
The Company was incorporated in 2010 and is based in Wayzata, MN.
The Debtors are merchant power generators through Sundevil's
ownership of two of the four 550 megawatt natural gas-fired power
blocks of the Gila River Power Station, located in Gila Bend,
Arizona.  Sundevil and the other power block owners sell energy
into the Southwest electric power market, specifically the
sub-region of Arizona, New Mexico, and Southern Nevada known as the
Desert Southwest.  Most of Sundevil's output is sold at the Palo
Verde hub and to California Independent System Operator.  Sundevil
also sells capacity to CAISO and is capable of reaching other
market hubs like Mead (Southern Nevada) and Four Corners.  The
Debtors estimated assets in the range of $100 million to $500
million and liabilities of at least $100 million.

The Debtors have engaged Vinson & Elkins LLP as legal counsel,
Drinker Biddle & Reath LLP as Delaware counsel, and Garden City
Group as claims and noticing agent.

Judge Kevin J. Carey is assigned to the case.

Bayard PA's Justin R. Alberto, Esq., has been appointed as Fee
Examiner.


SUNVALLEY SOLAR: Incurs $38.6K Net Loss in Third Quarter
--------------------------------------------------------
Sunvalley Solar, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $38,642 on $2.95 million of revenues for the three months ended
Sept. 30, 2016, compared to a net loss of $429,639 on $817,481 of
revenues for the three months ended Sept. 30, 2015.

For the nine months ended Sept. 30, 2016, the Company reported a
net loss of $1.62 million on $3.26 million of revenues compared to
a net loss of $702,251 on $1.88 million of revenues for the same
period a year ago.

As of Sept. 30, 2016, Sunvalley had $6.62 million in total assets,
$5.38 million in total liabilities and $1.23 million in total
stockholders' equity.

As of Sept. 30, 2016, the Company had current assets in the amount
of $3.498 million, consisting of cash and cash equivalents in the
amount of $808,457, accounts receivable of $2.204 million,
inventory in the amount of $202,923, costs in excess of billings on
uncompleted contracts of $175,022, prepaid expenses and other
current assets of $69,335, and restricted cash of $37,500.  As of
Sept. 30, 2016, the Company had current liabilities in the amount
of $5,389,284.  These consisted of accounts payable and accrued
expenses in the amount of $4,128,292, customer deposits of
$668,270, a contingent liability of $350,000, accrued warranty of
$139,333, and advances from contractors of $103,389.  The Company's
working capital deficit as of Sept. 30, 2016, was therefore
$1,891,772.  During the nine months ended Sept. 30, 2016, the
Company's operating activities used a net $400,120 in cash.
Investing activities used $11,994 in cash and financing activities
provided $11,373 during the period.

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

                     https://is.gd/qlRaSP

                     About Sunvalley Solar

Sunvalley Solar, Inc., is a California-based solar power
technology and system integration company.  Since the inception of
its business in 2007, the company has focused on developing its
expertise and proprietary technology to install residential,
commercial and governmental solar power systems.

Sunvalley Solar reported net income of $195,811 on $5.78 million of
revenues for the year ended Dec. 31, 2015, compared with a net loss
of $1.28 million on $3.31 million of revenues for the year ended
Dec. 31, 2014.

Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has an accumulated deficit of $3.45 million, which raises
substantial doubt about its ability to continue as a going
concern.


SYCAMORE INVESTMENT: Can Use Fannie Mae Cash Collateral
-------------------------------------------------------
Judge A. Jay Cristol of the U.S. Bankruptcy Court for the Southern
District of Florida authorized Sycamore Investment Group-Olympiad,
LLC, to use the cash collateral of Fannie Mae.

The New Olympiad, L.L.C. obtained loans in the original principal
amounts of $8,720,000.00 and $400,000.00 from Wachovia Multifamily
Capital, Inc., which was granted a first priority security interest
in, among other things, certain real property and any and all
buildings, structures and other improvements on the real property,
as well as an additional security interest, among other things, on
the Real Property Collateral.  Wachovia Multifamily Capital was
also granted a first-priority security interest in certain of the
Debtor's personal property.

The Debtor transferred and conveyed to Wachovia Multifamily
Capital, Inc. an interest in and to all leases, subleases, rents,
revenue, income, issues, royalties, bonuses, accounts receivable,
cash or security deposits, advance rentals, and profits relating to
the Real Property Collateral.

Wachovia Multifamily Capital, Inc. sold, transferred, assigned and
conveyed to Fannie Mae all of its interest in the Mortgages and
other Loan Documents.  The Debtor assumed all of the obligations of
The New Olympiad.

Debtor was authorized to use the cash collateral solely for the
expenses and operations of the real property.

Fannie Mae was granted replacement liens and administrative claims,
subject to the fees of the U.S. Trustee and other Court costs.

The Debtor was directed to make monthly adequate protection
payments to Fannie Mae in the amount of $25,000.

The Debtor's authority to use cash collateral will terminate upon
the occurrence of one or more of the following events:

     (a) The entry of an order converting the case to a case under
Chapter 7 of the Bankruptcy Code or appointing a Chapter 7 trustee
or examiner;

     (b) The entry of an order dismissing or suspending the case;

     (c) The entry of an order in the case granting Fannie Mae
relief from the automatic stay to exercise its rights in the
Collateral pursuant to applicable non-bankruptcy law;

     (d) The entry of an order amending, supplementing, or
otherwise modifying the terms and conditions of the Court's Order
without the consent of Fannie Mae;

     (e) Written notice from Fannie Mae of a failure by Debtor to
perform or comply with any terms or covenants under the Court's
Order, provided that Debtor will have 10 business days to cure any
such default;

     (f) Failure by Debtor to separately account for Cash
Collateral;

     (g) Discovery of postpetition fraudulent conduct on the part
of Debtor or the transfer of any Collateral other than in the
ordinary course of business without authorization of the Court.

A full-text copy of the Order, dated November 23, 2016, is
available at
http://bankrupt.com/misc/SycamoreInvestment2016_1611720ajc_100.pdf

Fannie Mae is represented by:

          Timothy M. Lupinacci, Esq.
          Matthew M. Cahill, Esq.
          BAKER, DONELSON, BEARMAN
          CALDWELL & BERKOWITZ, PC
          420 20th Street North, Suite 1400
          Birmingham, AL 35203
          Telephone: (205) 348-0480
          E-mail: tlupinacci@bakerdonelson.com
                  mcahill@bakerdonelson.com

             About Sycamore Investment Group-Olympiad, LLC

Sycamore Investment Group-Olympiad, LLC, filed a chapter 11
petition (Bankr. S.D. Fla. Case No. 16-11720) on Feb. 5, 2016.  The
petition was signed by Peter S. Pessoa, authorized officer.  The
Debtor is represented by Paul J. Battista, Esq., at Genovese
Joblove & Battista, P.A.  The case is assigned to Judge Jay A.
Cristol.  The Debtor estimated both assets and liabilities in the
range of $1 million to $10 million.

Sycamore Investment Group-Olympiad, LLC is the fee simple owner of
a rental apartment building located at 155 Sylvest Drive,
Montgomery, Alabama called "Magnolia Trace".  The Property consists
of a total of 176 rental units which generate $95,000 in monthly
rents based on the current occupancy rate of the Property, which is
approximately 90%.  The Debtor also has certain other income and
utility income in the approximate amount of $10,000.00 per month.

The Debtor estimates that the value of the Property, including
personal property located thereon, is approximately $9,936,701.

On Feb. 22, 2016, Fannie Mae filed a Motion to Transfer Venue of
this Chapter 11 Case to the Middle District of Alabama.  The Motion
to Transfer Venue was subsequently withdrawn on July 22, 2016.
Fannie Mae is represented by lawyers at Baker Donelson.


TERRILL MANUFACTURING: Cash Collateral Use Through Dec. 1 OK
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized The Terrill Manufacturing Company, Inc., to use First
Financial Bank, N.A.'s cash collateral on an interim basis, from
November 7, 2016 through December 1, 2016.

First Financial Bank is the first lien holder on the Debtor's
accounts, inventory, and equipment.  The Debtor contended that
proceeds from the disposition of the Debtor's accounts and
inventory constitute First Financial Bank's cash collateral.

The Court acknowledged that without the cash collateral, the Debtor
would have insufficient funds to continue its business. The Court
further acknowledged that the Debtor has no source of cash other
than the cash collateral.

The approved 13-week Budget for the period beginning on October 31,
2016 and ending on January 30, 2017, provides for total
disbursements in the amount of $232,484.45.

The Court held that during the Interim Period, the only employees
of the Debtor who are authorized to be paid salaries are Gary
Rushin, Solomon Omidiji, Amber Sowell and Rocky Saucedo.

First Financial Bank was granted an automatically perfected, valid,
and binding replacement lien, with the same priority and validity
as existed on the Petition Date.  First Financial Bank was also
granted a super-priority administrative expense claim, senior to
any and all claims against the Debtor, to the extent the adequate
protection provided to First Financial Bank proves insufficient to
protect its interest in the cash collateral.

The Debtor was directed to maintain a segregated cash collateral
account and a separate opening account at Bank of America, where
all cash collateral will be promptly deposited and transfers made
to the opening account in a manner consistent with the Interim
Budget.  The Debtor was further directed to promptly and regularly
deliver to First Financial Bank any excess of $100,000 from the
segregated cash collateral account, for application to First
Financial Bank's claim in the case.

First Financial Bank was authorized to apply to its claim the total
sum of $15,465.46, representing a deposit of $6,352.21 and checks
received of $9,113.25, in cash collateral presently in its
possession.

A full-text copy of the Order, dated November 23, 2016, is
available at
http://bankrupt.com/misc/TerrillManufacturing2016_50105rlj11_116.pdf

First Financial Bank, N.A. is represented by:

          Jonathan R. Davis, Esq.
          Brandon S. Archer, Esq.
          SHANNON PORTER & JOHNSON
          P.O. Box 1272
          San Angelo, TX 76902-1272
          Telephone: (325) 653-4274
          E-mail: jrd@shannonporter.com
                  archer@shannonporter.com

          - and -

          Kelly Gill, Esq.
          Jessica L. Haile, Esq.
          MCMAHON SUROVIK SUTTLE P.C.
          Post Office Box 3679
          Abilene, TX 79604-3679
          Telephone: (325) 676-9183
          E-mail: kgill@mcmahonlawtx.com
                  jhaile@mcmahonlawtx.com

             About The Terrill Manufacturing Company, Inc.

Formed in 1948, Terrill Manufacturing Co., Inc., owns real property
located in San Angelo, Texas and designs, manufactures, and
installs custom woodwork and other finishing pieces for inside of
commercial buildings.

Terrill Manufacturing filed a chapter 11 petition (Bankr. W.D. Tex.
Case No. 16-52127) on Sept. 20, 2016.  The petition was signed by
Gary Rushin, President/CEO.  The Debtor is represented by Reedy M.
Spigner, Esq., at West & Associates, LLP. The Debtor estimated
assets and liabilities at $0 to $50,000.

The Office of the U.S. Trustee on October 31 appointed three
creditors of The Terrill Manufacturing Company, Inc., to serve on
the official committee of unsecured creditors.


THOMAS J. CIPRIANO: Hearing on Plan Disclosures Set For Jan. 5
--------------------------------------------------------------
The Hon. Daniel P. Collins of the U.S. Bankruptcy Court for the
District of Arizona has scheduled for Jan. 5, 2017, at 11:00 a.m.
the hearing to consider the Debtor's disclosure statement dated
Nov. 11, 2016, referring to the Debtor's plan of reorganization.

Objections to the Disclosure Statement must be filed by Dec. 29,
2016.

As reported by the Troubled Company Reporter on Nov. 21, 2016, the
Debtor filed with the Court a plan of reorganization, which
proposes to pay holders of allowed unsecured claims the sum of
$22,755 over five years.

Thomas J. Cipriano, an endodontist, filed a Chapter 11 petition
(Bankr. D. Ariz. Case No. 16-06079) on May 27, 2016, and is
represented by Hilary L Barnes, Esq., at Allen Barnes & Jones, PLC.


THOMAS NELSON PAYNE: Hearing on Disclosures Set For Jan. 5
----------------------------------------------------------
The Hon. Daniel P. Collins of the U.S. Bankruptcy Court for the
District of Arizona has scheduled for Jan. 5, 2017, at 11:00 a.m.
the hearing to consider Thomas Nelson Payne and Barbara C. Payne's
amended disclosure statement dated Nov. 11, 2016, referring to the
Debtors' plan of reorganization.

Objections must be filed by Dec. 29, 2016.

As reported by the Troubled Company Reporter on Nov. 22, 2016, the
Debtors filed with the Court an amended plan to pay holders of
Allowed Class IV - General Unsecured Claims in two ways.  First,
Class IV Claims will receive the sum of $5,000 from the sale of the
Debtor's Homestead.  Holders of Class IV Claims will be paid their
pro rata share of the $5,000 upon the later of (i) 90 days after
the Effective Date; or (ii) within 14 days after the close of
escrow on the Homestead.  Class IV is impaired.

Thomas Nelson Payne filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 15-10752) on August 24, 2015, and is represented by Thomas
L. Allen, Esq., and Khaled Tarazi, Esq., at Allen Maguire & Barnes,
PLC, in Phoenix, Arizona.


TOWERSTREAM CORP: To Effect a 1-for-5.5 Forward Stock Split
-----------------------------------------------------------
Towerstream Corporation amended and restated its Series D
Convertible Preferred Stock to, among other things, effect a
1-for-5.5 forward split of the outstanding 622 shares of Series D
Convertible Preferred Stock and increase the number of designated
shares to 4,421 from 1,000.  On Nov. 22, 2016, the Company also
sold 1,000 shares (on a post split basis) of Series D Convertible
Preferred Stock to an existing investor for an aggregate purchase
price of $1,000,000 and entered into an exchange agreement with the
investor pursuant to which five year warrants originally issued on
Nov. 9, 2016, to purchase 4,000,000 shares of common stock at an
exercise price of $1.15 per share were exchanged for 2,000,000
shares of newly designated Series E Convertible Preferred Stock.
In connection with the foregoing transactions, the Company has
agreed to register for resale 150% of the shares of common stock
underlying the Series D Convertible Preferred Stock and 100% of the
shares of common stock underlying the Series E Convertible
Preferred Stock and to seek shareholder approval for a reverse
split within a range of 1:2 to 1:20 to be determined by the board
of directors in its sole discretion.  The investor's right to
approve future financings shall expire when it owns less than 1,000
shares of Series D Convertible Preferred Stock, inclusive of shares
previously issued to it on Nov. 9, 2016.

             Unregistered Sales of Equity Securities

The 1,000 shares of Series D Convertible Preferred Stock, the
2,000,000 shares of Series E Convertible Preferred Stock and the
shares of common stock underlying such shares of Series D
Convertible Preferred Stock and Series E Convertible Preferred
Stock have not been registered under the Securities Act of 1933, as
amended, or any state securities laws, and are being offered and
sold only to "accredited investors" (as defined in Rule 501(a) of
the Securities Act) pursuant to an exemption from registration
under Section 4(a)(2) of the Securities Act and/or Regulation D of
the Securities Act.

            Amendments to Articles of Incorporation

The Company filed with the Secretary of State of the State of
Delaware an amended and restated Certificate of Designation of
Preferences, Rights and Limitations of Series D Convertible
Preferred Stock on Nov. 22, 2016.  Pursuant to the Series D
Certificate of Designations, the Company effectuated a forward
split of its 622 issued and outstanding shares of Series D
Convertible Preferred Stock on a 1-for-5.5 ratio and designated
4,421 shares of its blank check preferred stock as Series D
Convertible Preferred Stock.  The shares of Series D Convertible
Preferred Stock are convertible into common stock based on a
conversion calculation per share equal to the quotient of the
stated value of such Series D Convertible Preferred Stock, plus all
accrued and unpaid dividends, if any, on such Series D Convertible
Preferred Stock, as of such date of determination, divided by the
conversion price.  The stated value of each share of Series D
Convertible Preferred Stock is equal to $1,000 and the initial
conversion price is equal to 75% of the closing price of the common
stock on the prior trading day, each subject to adjustment for
stock splits, stock dividends, recapitalizations, combinations,
subdivisions or other similar events.  At no time shall the
conversion price be lower than the equivalent of $0.40 per share of
common stock.  If the common stock is delisted from the Nasdaq
Capital Market and the Company issues securities at a price per
share of common stock lower than the then conversion price of the
Series D Convertible Preferred Stock, the conversion price of the
outstanding shares of Series D Convertible Preferred Stock shall be
lowered to match the Base Conversion Price.

In the event of a liquidation, dissolution or winding up of the
Company, each share of Series D Convertible Preferred Stock will be
entitled to a per share preferential payment equal to 200% of the
stated value of such Series D Convertible Preferred Stock, plus all
accrued and unpaid dividends, if any.  All shares our capital stock
will be junior in rank to Series D Convertible Preferred Stock with
respect to the preferences as to dividends, distributions and
payments upon the liquidation, dissolution and winding-up of the
Company.  The holders of Series D Convertible Preferred Stock will
be entitled to receive dividends if and when declared by our board
of directors.  The Series D Convertible Preferred Stock shall
participate on an "as converted" basis, with all dividends declared
on our common stock.  In addition, if we grant, issue or sell any
rights to purchase the Company's securities pro rata to all its
record holders of its common stock, each holder will be entitled to
acquire such securities applicable to the granted purchase rights
as if the holder had held the number of shares of common stock
acquirable upon complete conversion of all Series D Convertible
Preferred Stock then held.

The Company filed with the Secretary of State of the State of
Delaware an amended and restated Certificate of Designation of
Preferences, Rights and Limitations of Series E Convertible
Preferred Stock on Nov. 22, 2016.  Pursuant to the Series E
Certificate of Designations, the Company designated 2,000,000
shares of its blank check preferred stock as Series E Convertible
Preferred Stock.  Each share of Series E Convertible Preferred
Stock has a liquidation value of $0.001 and is convertible into one
share of common stock, subject to adjustments for stock dividends,
stock splits and similar corporate actions.

                  About Towerstream Corporation

Towerstream Corporation (NASDAQ:TWER) offers broadband services in
12 urban markets including New York City, Boston, Los Angeles,
Chicago, Philadelphia, the San Francisco Bay area, Miami, Seattle,
Dallas-Fort Worth, Houston, Las Vegas-Reno, and the greater
Providence area.

The Company reported a net loss of $40.5 million in 2015, a net
loss of $27.6 million in 2014 and a net loss of $24.8 million in
2013.

As of Sept. 30, 2016, Towerstream had $36.76 million in total
assets, $43.18 million in total liabilities and a total
stockholders' deficit of $6.42 million.


TRI-VALLEY LEARNING: Taps Procopio Cory as Special Counsel
----------------------------------------------------------
Tri-Valley Learning Corp. seeks approval from the U.S. Bankruptcy
Court for the Northern District of California to hire Procopio,
Cory, Hargreaves & Savitch LLP as its special counsel.

The Debtor needs legal assistance from the firm with respect to the
regulatory aspects of a Charter School operation and to the
management and governmental relations aspects of the operation it
conducts at the primary, middle school and secondary school levels.


The individuals designated to represent the Debtor and their hourly
rates are:

     William Smelko       Attorney     $350
     John Lemmo           Attorney     $350
     Zagros Bassirian     Attorney     $350
     A. Aiko Yamakawa     Attorney     $350
     Edsell Eady          Attorney     $350
     Wendy Tucker         Attorney     $350
     Tracy Stender        Attorney     $350
     Jessica DeCesare     Paralegal    $225

William Smelko, Esq., disclosed in a court filing that all the
attorneys employed by the firm do not hold or represent any
interest adverse to the Debtor's bankruptcy estate.

The firm can be reached through:

     William A. Smelko, Esq.
     Procopio, Cory, Hargreaves & Savitch LLP
     525 B. Street, Suite 2200
     San Diego, CA 92101-4469

The Debtor is represented by:

     Jeffrey N. Pomerantz, Esq.
     Debra I. Grassgreen, Esq.
     John W. Lucas, Esq.
     Pachulski Stang Ziehl & Jones LLP
     150 California Street, 15th Floor
     San Francisco, CA 94111-4500
     Tel: 415-263-7000
     Fax: 415-263-7010
     Email: jpomerantz@pszjlaw.com
     Email: dgrassgreen@pszjlaw.com
     Email: jlucas@pszjlaw.com

                    About Tri-Valley Learning

Tri-Valley Learning Corporation is a non-profit corporation that
owns, manages and operates four charter schools.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N. D. Calif. Case No. 16-43112) on November 8, 2016.
The petition was signed by Lynn Lysko, chief executive officer.  

The case is assigned to Judge Charles Novack.

At the time of the filing, the Debtor estimated its assets and
liabilities at $10 million to $50 million.


ULTRA PETROLEUM: Seeks to Expand Scope of Farnsworth Services
-------------------------------------------------------------
Ultra Petroleum Corp. filed a supplemental application in which it
asked the U.S. Bankruptcy Court for the Southern District of Texas
to allow Farnsworth & vonBerg, LLP to also provide legal services
in connection with the claims asserted by Gasconade Oil Co., Rigs
Oil & Gas Corp. and The Roy H. Dubitzky Trust.

Farnsworth serves as special claims litigation counsel to Ultra
Petroleum and its affiliates.

The hourly rate charged by the firm for its senior partners is
$450.  Partners and paraprofessionals are paid $390 per hour and
$100 per hour, respectively.

                      About Ultra Petroleum

Houston, Texas-based Ultra Petroleum Corp. (OTC Pink Marketplace:
"UPLMQ") is an independent oil and gas company engaged in the
development, production, operation, exploration and acquisition of
oil and natural gas properties.

On April 29, 2016, Ultra Petroleum Corp. and seven subsidiary
companies filed petitions (Bankr. S.D. Tex.) seeking relief under
chapter 11 of the United States Bankruptcy Code.  The Debtors'
cases have been assigned to Judge Marvin Isgur.  These cases are
being jointly administered for procedural purposes, with all
pleadings filed in these cases will be maintained on the case
docket for Ultra Petroleum Corp. Case No. 16-32202.

Ultra Petroleum disclosed total assets of $1.28 billion and total
liabilities of $3.91 billion as of March 31, 2016.  

James H.M. Sprayregen, P.C., David R. Seligman, P.C., Michael B.
Slade, Esq., Christopher T. Greco, Esq., and Gregory F. Pesce,
Esq., at Kirkland & Ellis LLP; and Patricia B. Tomasco, Esq.,
Matthew D. Cavenaugh, Esq., and Jennifer F. Wertz, Esq., at Jackson
Walker, L.L.P., serve as co-counsel to the Debtors.  Rothschild
Inc. serves as the Debtors' investment banker; Petrie Partners
serves as their investment banker; and Epiq Bankruptcy Solutions,
LLC, serves as claims and noticing agent.

The Office of the U.S. Trustee has appointed seven creditors of
Ultra Petroleum Corp. to serve on an Official Committee of
Unsecured Creditors.  The Committee tapped Weil, Gotshal & Manges
LLP as its legal counsel; Opportune LLP as advisor; and PJT
Partners LP as its financial advisor.


ULTRA PETROLEUM: Seeks to Expand Scope of Watt Thompson Services
----------------------------------------------------------------
Ultra Petroleum Corp. filed a supplemental application in which it
asked the U.S. Bankruptcy Court for the Southern District of Texas
to allow Watt Thompson & Henneman LLP to also provide legal
services in connection with the claims asserted by Jonah LLC and
four other companies.

The four other claimants are Bushong Oil & Gas Properties LLC,
McMurry Limited Liability Company, Weeks Pinedale, LLC, and Weeks
Resources, LLC.

Watt Thompson's hourly rates range from $400 to $500 for partners,
$350 to $450 for "of counsel," and $180 to $320 for associates.
The billing rate for its paraprofessionals is $130 per hour.

The firm serves as special claims litigation counsel to Ultra
Petroleum and its affiliates.

                      About Ultra Petroleum

Houston, Texas-based Ultra Petroleum Corp. (OTC Pink Marketplace:
"UPLMQ") is an independent oil and gas company engaged in the
development, production, operation, exploration and acquisition of
oil and natural gas properties.

On April 29, 2016, Ultra Petroleum Corp. and seven subsidiary
companies filed petitions (Bankr. S.D. Tex.) seeking relief under
chapter 11 of the United States Bankruptcy Code.  The Debtors'
cases have been assigned to Judge Marvin Isgur.  These cases are
being jointly administered for procedural purposes, with all
pleadings filed in these cases will be maintained on the case
docket for Ultra Petroleum Corp. Case No. 16-32202.

Ultra Petroleum disclosed total assets of $1.28 billion and total
liabilities of $3.91 billion as of March 31, 2016.  

James H.M. Sprayregen, P.C., David R. Seligman, P.C., Michael B.
Slade, Esq., Christopher T. Greco, Esq., and Gregory F. Pesce,
Esq., at Kirkland & Ellis LLP; and Patricia B. Tomasco, Esq.,
Matthew D. Cavenaugh, Esq., and Jennifer F. Wertz, Esq., at Jackson
Walker, L.L.P., serve as co-counsel to the Debtors.  Rothschild
Inc. serves as the Debtors' investment banker; Petrie Partners
serves as their investment banker; and Epiq Bankruptcy Solutions,
LLC, serves as claims and noticing agent.

The Office of the U.S. Trustee has appointed seven creditors of
Ultra Petroleum Corp. to serve on an Official Committee of
Unsecured Creditors.  The Committee tapped Weil, Gotshal & Manges
LLP as its legal counsel; Opportune LLP as advisor; and PJT
Partners LP as its financial advisor.


UNITECH SOLUTIONS: Plan Confirmation Hearing Set for Dec. 21
------------------------------------------------------------
Judge Nancy Hershey Lord of the U.S. Bankruptcy Court Eastern
District of New York approved the disclosure statement explaining
Unitech Solutions, Inc.'s second amended plan of reorganization and
scheduled the hearing to consider confirmation of the Plan for
December 21, 2016, at 10:30 a.m.

December 19 is fixed as the last day for filing and serving written
objections to confirmation of the Plan.

All ballots voting in favor of or against the Plan are to be
submitted so as to be actually received by counsel for the Debtor
on or before December 14.  The Debtor must file a ballot tally and
an affidavit and/or brief in support of confirmation on or before
December 15, 2016.

The Debtor filed a Chapter 11 Plan of Reorganization on April 12,
2016.  After a hearing held on May 18, the Court determined that
the Disclosure Statement is to be amended and the First Amended
Plan was filed on July 28.  The Court issued an order conditionally
approving the First Amended Disclosure Statement and scheduling
hearing to consider final approval of the First Amended Disclosure
Statement and the Plan on August 8.  American Express Bank filed a
ballot rejecting the Chapter 11 Plan and the Court, after a hearing
held on September 8, determined that the Amended Disclosure
Statement and the Amended are to be amended to change the treatment
of unsecured creditors.  The Second Amended Plan and the Second
Amended Disclosure Statement was filed on November 18, and the
Court approved the Second Amended Disclosure Statement.

The Second Amended Plan provides that Class I, which consists of
the claims of general unsecured creditors in the Debtor's case
totaling approximately $115,099, will be treated as follows:

   * Capital One Bank, N.A. which will get 25% dividend ($456.27)
in 60 monthly installment payments in the amount of $7.60

   * Capital One Bank, N.A. which will get 25% dividend ($5,258.95)
in 60 monthly installment payments in the amount of $87.65

   * American Express Bank which will get 25% dividend ($10,420.58)
in 60 monthly installment payments in the amount of $173.68

Class II consists of Equity Interests in the Debtor. 100% of the
Equity interest of the Debtor is held by Artem Belskiy and Irakli
Chikhladze.

Irakli Chikhladze and Artem Belskiy will retain their interest in
the Debtor following Confirmation in consideration of the new value
contribution being made by them as the equity holders toward the
payment of general unsecured creditor claims. The new value
contribution will consist of installment contributions of $200 over
the 36 month, to equal approximately $7,200 by each of the
Principals, for a total new value contribution of $14,400.

Payments and distributions under the plan will be funded by
continued operation and increased earnings of the Debtor.

A full text copy of the Second Disclosure Statement is available
at:

        http://bankrupt.com/misc/nyeb1-15-43742-67.pdf

                      About Unitech Solutions 

Unitech Solutions, Inc. sought protection under Chapter 11 of the 
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 15-43742) on August
13, 2015, and is represented by Alla Kachan, Esq., in Brooklyn,
New York.


VALITAS HEALTH: Moody's Withdraws Caa3 CFR
------------------------------------------
Moody's Investors Service withdrew Valitas Health Services, Inc.'s
Caa3 Corporate Family Rating and Caa3-PD Probability of Default
rating.  At the same time, Moody's withdrew the Caa2 ratings for
the company's senior secured bank credit facilities due in 2017,
including the $45 million revolving credit facility and $285
million senior secured term loan.  The ratings have been withdrawn
pursuant to Moody's guidelines for the withdrawal of ratings, as
insufficient information is available to continue to effectively
monitor the issuer's creditworthiness.

Issuer: Valitas Health Services, Inc.

Ratings Withdrawn:
  Caa3 Corporate Family Rating
  Caa3-PD Probability of Default Rating
  Caa2 (LGD 3) senior secured first lien credit facilities'
   ratings

                         RATINGS RATIONALE

Moody's has withdrawn the rating because of inadequate information
to monitor the rating, due to the issuer's decision to cease
participation in the rating process.

Headquartered in Brentwood, Tennessee, Valitas Health Services,
Inc., through its primary operating subsidiary, Corizon Health,
Inc., is a leading provider of contract healthcare services to
correctional facilities owned or operated by state and local
governments in the United States.  Valitas is majority owned by
private-equity firm Beecken Petty O'Keefe & Company, and generates
annual revenues of approximately $1.2 billion.



VELOCITY MERGER: Moody's Assigns B3 CFR; Outlook Stable
-------------------------------------------------------
Moody's Investors Service assigned Velocity Merger Sub, Inc. (aka
Vestcom Parent Holdings, Inc.) a B3 Corporate Family Rating, a
B3-PD Probability of Default Rating in conjunction with the
proposed new first lien and second lien capital structure.  Moody's
assigned B2 (LGD3) ratings to the proposed $40 million Senior
Secured Revolving Credit Facility and $335 million Senior Secured
1st Lien Term Loan.  The proposed $158 million Senior Secured 2nd
Lien Term Loan is unrated.  The rating outlook is stable.

Proceeds from the new credit facilities plus incremental equity
contribution from Charlesbank Capital Partners (Charlesbank) will
be used to finance the purchase of Vestcom Parent Holdings, Inc.
from Court Square Capital Partners and repay existing debt of
Vestcom International, Inc., a wholly owned operating subsidiary of
Vestcom Parent Holdings, Inc.  Moody's is taking no action on and
will withdraw all ratings for Vestcom International, Inc. upon
closing of the transaction as the existing debt will be repaid in
conjunction with the buyout.

Velocity Merger Sub, Inc. is the acquisition finance vehicle that
will be merged into Vestcom Parent Holdings, Inc. upon closing to
consummate Charlesbank's leveraged buy-out.  Vestcom Parent
Holdings, Inc. will be the surviving entity and debt issuer.

Ratings Assigned to Velocity Merger Sub, Inc. (to be merged with
Vestcom Parent Holdings, Inc.)

Corporate Family Rating, at B3
  Probability of Default Rating, at B3-PD
  $40 million Senior Secured Revolving Credit Facility due
   December 2021, at B2, LGD3
  $335 million Senior Secured 1st Lien Term Loan due December
   2023, at B2, LGD3
  Outlook is Stable

Ratings unaffected and to be withdrawn:

Vestcom International, Inc.:
  Corporate Family Rating, currently B2
  Probability of Default Rating, currently B2-PD
  $30 million Senior Secured Revolving Credit Facility, currently
   B1, LGD3
  $240 million Senior Secured 1st Lien Term Loan, currently B1,
   LGD3
  $85 million Senior Secured 2nd Lien Term Loan, currently Caa1,
   LGD5
  Outlook, currently Stable

                        RATINGS RATIONALE

Vestcom's B3 CFR incorporates high debt-to-EBITDA leverage of
approximately 6.5x (including Moody's standard adjustments) for the
12 months period ending September 2016 and pro-forma for the
proposed acquisition.  Vestcom has a demonstrated track record of
reducing its leverage through improved operating performance and
innovation in its product base.  However, the proposed transaction
results in the high leverage and a cash interest burden that will
allow for very limited free cash flow in 2017.  Free cash flow for
the 12 months ended September 2016 was approximately $13 million
and cash interest expense will increase by roughly $11 million due
to the LBO.  Vestcom's lack of scale and high customer
concentration amplify the risk of a weak financial profile,
although the company holds leading position in its niche and has
generated consistent growth over the last several years through the
expansion of in-store marketing services.  Moody's considers the
core Vestcom price communications a defensible business with
minimal economic cyclicality, but it is mature with limited growth
in recent years.  The length of multi-year contracts has increased
over time, lending stability and predictability to a significant
portion of the revenue stream.  Vestcom is focused on growing its
in-store marketing services, but Moody's considers these services
to be more competitive than the core price communication
operations.  As Vestcom continues to innovate, there is risk
associated with new product launches and the conversion of existing
customers towards using these products.  While Moody's expects
Vestcom to de-lever over time through continuing growth due to
conversion of existing clients to higher margin products and
expansion of its market share, the proposed financing results in
substantial increase in leverage and interest expense, potentially
challenging the company's performance should unexpected weakness
arise.  Expectations for continuation of the company's track record
of positive free cash flow also support the rating, but the private
equity ownership elevates event risk related to sponsor
distributions and acquisitions.

Vestcom's adequate liquidity is supported by modest projected free
cash flow of approximately $10-$14 million in 2017 and an undrawn
$40 million revolver expiring in 2021.  Vestcom is expected to have
a negligible cash balance upon completion of the LBO and required
term loan amortization is approximately $3.4 million. There are no
term loan financial maintenance covenants, and Moody's expects the
maximum springing first lien net leverage test to be set with an
ample cushion to the company's projections.  The covenant is
triggered if revolver utilization exceeds 30% of the commitment.

The stable rating outlook incorporates Moody's expectations for the
combination of EBITDA growth and debt reduction to result in
debt-to-EBITDA leverage falling to less than 6x over the next 12-18
months.  Moody's also assumes in the stable outlook that Vestcom
sustains or improves its EBITDA margin, generates free cash flow to
debt of mid-single digits, and maintains adequate liquidity.

Ratings could be upgraded if the company's performance results in
debt-to-EBITDA leverage below 5.5x through a combination of organic
growth and debt repayment.  Good liquidity along with good cash
flow generation near high single digits as a percentage of total
debt would also be factors necessary for an upgrade. Declining
revenue due to a loss of a significant client, or increased pricing
pressure on the company's products could lead to a downgrade.
Liquidity erosion or negative free cash flow could also have
negative ratings implications.

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

Vestcom Parent Holdings Inc. provides shelf-edge communications and
specialized marketing services to the retail industry.  It
maintains headquarters in Little Rock, Arkansas.  Charlesbank
Capital Partners is acquiring the company from Court Square Capital
Partners in December 2016.



VERITAS BERMUDA: Moody's Lowers CFR to B3; Outlook Stable
---------------------------------------------------------
Moody's Investors Service downgraded Veritas Bermuda Ltd.'s
corporate family rating to B3 from B2 and downgraded its first lien
term loan B-1, Euro first lien term loan B-1, secured notes, and
senior secured revolver and multicurrency revolver to B2 from B1.
Moody's also downgraded the senior secured term loan B-2 and
unsecured guaranteed global notes to Caa2 from Caa1.  The downgrade
of the CFR was driven by continued operational and sales challenges
since separating from Symantec Corp. in January 2016. The ratings
outlook is stable.

Ratings Rationale

Veritas's sales have materially weakened since separating from
Symantec including in its core NetBackup lines, its largest
contributor to revenues and cash flow.  While some of the declines
are likely due to continued systems and sales force challenges, the
company's ability to address shifting markets is also potentially a
factor and is less easily fixed in the near term. The new
management team is attempting to address these issues but the
timing and extent of any stabilization in revenues are uncertain.
The challenges are exacerbated by the significant amount of cost
cutting the company has undertaken since separation, as well as
delays in filling key sales roles.

The B3 corporate family rating reflects the high leverage
post-spinoff from Symantec and challenges in stabilizing revenues
in an evolving storage software market.  Leverage as of September
2016 is estimated at about 7x pro forma for run rate cost savings
and excluding certain restructuring costs (over 10x including those
costs).  The rating also considers Veritas's leading market
position as a provider of backup and recovery software and its
entrenched position within enterprise customers' critical IT
infrastructure.  The storage management software market is
shifting, however, and solutions provided by new entrants and new
technologies may erode Veritas's leading market position over
time.

Demand for storage overall is expected to increase substantially
over the next several years driven by the explosion in data and the
need to manage, back up, and access that data.  However, pricing
pressures, the shift to cloud based storage, software defined
storage platforms, and alternate storage architectures could result
in Veritas well underperforming the overall storage market.

Liquidity is good with $334 million of cash as of Sept. 30, 2016,
and an undrawn $250 million revolving credit facility.  Free cash
flow is expected to be breakeven to slightly negative over the next
12 months as the company continues to make restructuring payments
and builds the infrastructure and systems needed to operate as a
stand-alone company.

These ratings were affected:

Downgrades:

Issuer: Veritas Bermuda Ltd.
  Probability of Default Rating, Downgraded to B3-PD from B2-PD
  Corporate Family Rating, Downgraded to B3 from B2
  Senior Secured Bank Credit Facilities, Downgraded to B2 (LGD3)
   from B1 (LGD3)
  Senior Secured term loan B2, Downgraded to Caa2 (LGD5) from Caa1

   (LGD5)
  Senior Secured Regular Bond/Debentures, Downgraded to B2 (LGD3)
   from B1 (LGD3)
  Senior Unsecured Regular Bond/Debentures, Downgraded to Caa2
   (LGD6) from Caa1(LGD6)

Outlook Actions:

Issuer: Veritas Bermuda Ltd.
  Outlook, Remains Stable

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

Although the Term Loan B-2 has a first lien on substantially all
the assets of Veritas and its domestic subsidiaries, the rating
(Caa2, LGD 5) on this facility reflects its payment priority behind
the first lien revolver, term loans and secured notes. Though the
Term Loan B-2 has a stronger loss given default profile than the
unsecured notes (Caa2, LGD 6), it is not sufficient to warrant a
notching differential.

The ratings could be upgraded if performance stabilizes, leverage
is on track to fall below 6.5x and free cash flow debt is on track
to exceed 5%.  The ratings could be downgraded if leverage is
expected to exceed 8x for an extended period or free cash flow is
expected to be negative (with some cushion while the company is
building out its infrastructure and cash balances remain strong).

Veritas Bermuda Ltd., headquartered in Mountain View, California is
a provider of storage management, and backup and recovery software.
Veritas generated approximately $2.4 billion of revenue in the
fiscal year ended April 1, 2016.



VERTICAL COMPUTER: Incurs $2.40 Million Net Loss in Third Quarter
-----------------------------------------------------------------
Vertical Computer Systems, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss available to common stockholders of $2.40 million on
$953,261 of total revenues for the three months ended Sept. 30,
2016, compared to a net loss available to common stockholders of
$458,357 on $1.02 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 available to common stockholders of $4.15 million on $2.87
million of total revenues compared to a net loss available to
common stockholders of $2.24 million on $3.23 million of total
revenues for the nine months ended Sept. 30, 2015.

As of Sept. 30, 2016, Vertical Computer had $142,089 in total
assets, $19.72 million in total liabilities, $9.92 million in total
convertible cumulative preferred stock and a total stockholders'
deficit of $29.51 million.

At Sept. 30, 2016, the Company had non-restricted cash-on-hand of
$18,513 compared to $37,141 at Dec. 31, 2015.

Net cash used in operating activities for the nine months ended
Sept. 30, 2016, was $344,205 compared to net cash used in operating
activities of $148,564 for the nine months ended
Sept. 30, 2015.  During the nine months ended September 30, 2016 we
received $2,501,986 of cash from customers, used $2,082,806 for
payroll, benefits and payroll taxes, $172,618 for interest
payments, $208,101 for professional fees, $37,647 for insurance
payments, $87,603 for tax payments other than payroll and $257,416
for accounts payable to vendors.

"We had a net loss before noncontrolling interest of $3,838,175 and
$1,740,877 for the nine months ended September 30, 2016 and 2015,
respectively and have historically incurred losses.  Since December
31, 2009, we have used substantial funds in further developing our
product line and in conducting present and new operations, and we
need to raise additional funds and/or generate additional revenue
through our existing businesses, including the licensing of our
intellectual property, to accomplish our objectives.  Additionally,
at September 30, 2016, we had negative working capital of
approximately $19.6 million (although this figure includes deferred
revenue of approximately $1.3 million) and have defaulted on
several of our debt obligations.  These conditions raise
substantial doubt about our ability to continue as a going
concern," the Company stated in the report.

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

                   https://is.gd/X9w2Xv

                  About Vertical Computer

Richardson, Tex.-based Vertical Computer Systems, Inc., is a
multinational provider of Internet core technologies, application
software, and software services through its distribution network
with operations or sales in the United States, Canada and Brazil.

Vertical Computer reported a net loss available to common
stockholders of $3.15 million on $4.26 million of total revenues
for the year ended Dec. 31, 2015, compared to a net loss available
to common stockholders of $2.07 million on $7.43 million of total
revenues for the year ended Dec. 31, 2014.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company suffered net losses
and has a working capital deficiency, which raises substantial
doubt about its ability to continue as a going concern.


VESTIS RETAIL: Unsecureds to Recoup 0.5%-0.7% Under Plan
--------------------------------------------------------
VRG Liquidating, LLC, f/k/a Vestis Retail Group, and its debtor
affiliates filed with the U.S. Bankruptcy Court for the District of
Delaware a plan of liquidation and accompanying disclosure
statement jointly filed with the Official Committee of Unsecured
Creditors.

The Plan provides for the liquidation of the Debtors' assets, which
are largely limited to Cash, Retained Causes of Action, and certain
other Excluded Assets.  Substantially all of the Debtors' assets
were sold to Vestis BSI Funding II, LLC, an affiliate of Versa
Capital Management, LLC.

The projected recovery of creditors under the Plan are as follows:

   Class 1 - Secured Claims                       100%
   Class 2 - Priority Claims                      100%
   Class 3 - Assumed General Unsecured Claims     100%
   Class 4 - General Unsecured Claims         0.5-0.7%
   Class 5 - Subordinated Claims                    0%
   Class 6 - Equity Interests                       0%

The Plan Proponents estimate that the General Unsecured Claims
approximate $206 million, subject to certain potential adjustments.
The Debtors' Cash consists of the unspent portion of the
$3,000,000 Cash payment component of the Purchase Price under the
Sale Agreement.  After the Effective Date, the Liquidating Trustee
may obtain additional Cash from (i) recoveries with respect to the
Retained Causes of Action and Avoidance Actions, and (ii) any other
potential recoveries with respect to Excluded Assets under the Sale
Agreement.  However, the Cash has been or will be reduced by, among
other things, (i) the Liquidation Trust Expenses; (ii) Non-Assumed
Claims, including Professional Fee Claims as to which Buyer is not
liable, with priority over General Unsecured Claims; and (iii) any
other wind-down fees, costs, and expenses of the Debtors that are
not paid by Buyer under the Sale Agreement. After considering all
of these variables, the Plan Proponents estimate Cash available for
Distributions ranging between $1,500,000 and $1,000,000.  This
range does not take into account any potential recoveries with
respect to the Retained Causes of Action and Avoidance Actions that
the Liquidation Trust may pursue.

A full-text copy of the Disclosure Statement dated November 18,
2016, is available at:

         http://bankrupt.com/misc/deb16-10971-1108.pdf

The hearing to consider approval of the Disclosure Statement will
be held on January 18, 2017 at 2:00 p.m. (Prevailing Eastern
Time).

The Debtors are represented by Michael L. Tuchin, Esq., Lee R.
Bogdanoff, Esq., David M. Guess, Esq., and Martin N. Kostov, Esq.,
at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California;
and Robert S. Brady, Esq., and Robert F. Poppiti, Jr., Esq., at
Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware.

The Committee is represented by Jay R. Indyke, Esq., Jeffrey L.
Cohen, Esq., Richelle Kalnit, Esq., and Evan M. Lazerowitz, Esq.,
at Cooley LLP, in New York; and Christopher A. Ward, Esq., and
Shanti M. Katona, Esq., at Polsinelli PC, in Wilmington, Delaware.

                  About Vestis Retail Group

Vestis Retail Group and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-10971) on
April 18, 2016.  The Debtors estimated assets in the range of $0
to
$50,000 and debts of $100 million to $500 million.  The petitions
were signed by Thomas A. Kennedy as secretary.

Headquartered in Meriden, Connecticut, Vestis Retail Group, LLC, et
al., operate 144 retail stores, which are located in 15 states.
Bob's Stores operates 36 stores throughout New England, New York,
and New Jersey.  Eastern Mountain Sports operates 61 stores,
located primarily in the Northeastern states.  Sport Chalet
operates 47 stores throughout California, Arizona, and Nevada.
Bob's Stores and EMS primarily operate stores located in the
Northeastern states, while Sport Chalet's stores, which are
currently being liquidated, are located in the Western states.

Prior to the Petition Date, each of the three Debtor retailers
operated an e-commerce site at, respectively, www.bobstores.com,
www.sportchalet.com, and www.ems.com.  In 2015, the Debtors
collectively generated 5% of their total sales, or approximately
$32 million, through e-commerce, according to Court documents.

Judge Laurie Selber Silverstein is assigned to the cases.

The Debtors have hired Young, Conaway, Stargatt & Taylor, LLP as
their counsel, FTI Consulting, Inc. and Lincoln Partners Advisors
LLC as their financial advisor and Kurtzman Carson Consultants,
LLC, as their claims and noticing agent.

An official committee of unsecured creditors has been appointed in
the cases.  The Committee has tapped Cooley LLP as its lead counsel
and Polsinelli as conflicts counsel.  Zolfo Cooper, LLC serves as
its bankruptcy consultant and financial advisor.


VICTOR HUGO HERNANDEZ: Disclosures OK'd; Plan Hearing on Dec. 20
----------------------------------------------------------------
The Hon. Geraldine Mund of the U.S. Bankruptcy Court for the
Central District of California has approved Victor Hugo Hernandez's
modified second amended disclosure statement describing the
Debtor's modified second amended Chapter 11 plan.

The hearing on Plan confirmation will be held on Dec. 20, 2016, at
10:00 a.m.

The last day for creditors to submit their ballot to counsel for
the Debtor for voting on the Plan is Dec. 14, 2016.  Objections to
confirmation of the Plan will be filed by Dec. 14, 2016.

Victor Hugo Hernandez filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. 10-10442).  The Debtor is represented by David
I. Brownstein, Esq., at the Law Office of David Brownstein.


WALTER H. BOOTH: Has Until Dec. 31 to Use Ocwen Cash Collateral
---------------------------------------------------------------
Judge Bruce A. Harwood of the U.S. Bankruptcy Court for the
District of New Hampshire authorized Walter H. Booth Clause 4 Trust
to use Ocwen Loan Servicing, LLC's cash collateral on an interim
basis, from Nov. 16, 2016 through Dec. 31, 2016.

The approved Budget provided for total expenses in the amount of
$10,043 for the period Dec. 1, 2016 through Dec. 31, 2016.

Ocwen Loan Servicing is granted a postpetition replacement lien and
security interest in all postpetition property of the estate of the
same type against which Ocwen Loan Servicing held validly perfected
and unavoidable liens and security interests as of the Petition
Date.

The Debtor is directed to pay Ocwen Loan Servicing its monthly
mortgage payment of $6,746, commencing on Dec. 1, 2016.

A final hearing on the Debtor's use of cash collateral is scheduled
on Dec. 6, 2016 at 1:30 p.m.  The deadline for the filing of
objections to the Debtor's use of cash collateral is set on Nov.
30, 2016.

A full-text copy of the Interim Order, dated Nov. 23, 2016, is
available at
http://bankrupt.com/misc/WalterHBooth2016_1611598bah_12.pdf

                 About Walter H. Booth Clause 4 Trust

Walter H. Booth Clause 4 Trust filed a chapter 11 petition (Bankr.
D.N.H. Case No. 16-11598) on Nov. 16, 2016.  The petition was
signed by Stephen W. Booth, trustee.  The Debtor is represented by
Eleanor Wm Dahar, Esq., at Victor W. Dahar Professional
Association.  The Debtor estimated assets and liabilities at $1
million to $10 million at the time of the filing.


WARNER MUSIC: Maturity of Credit Suisse Facility Exended to 2023
----------------------------------------------------------------
WMG Acquisition Corp., a subsidiary of Warner Music Group Corp.,
entered into an amendment to the credit agreement, dated Nov. 1,
2012, among Acquisition Corp., the guarantors party thereto, the
lenders party thereto and Credit Suisse AG, as administrative
agent, governing Acquisition Corp.'s senior secured term loan
facility with Credit Suisse AG, as administrative agent, and the
other financial institutions and lenders from time to time party
thereto.  The Senior Term Loan Credit Agreement Amendment has
extended the maturity date of the Senior Term Loan Credit Agreement
to Nov. 1, 2023, subject, in certain circumstances, to a springing
maturity inside the maturity date of certain of Acquisition Corp.'s
other outstanding indebtedness and increased the principal amount
outstanding by $27.5 million to $1,006 million.

Moreover, on Nov. 21, 2016, Acquisition Corp. redeemed 10%, or
$27.5 million of its 5.625% Senior Secured Notes due 2022.  The
redemption price was equal to 103% of the principal amount of the
5.625% Secured Notes, plus accrued and unpaid interest to, but not
including the redemption date.  Following the partial redemption by
Acquisition Corp. of the 5.625% Secured Notes, $247,500,000 of the
5.625% Secured Notes remain outstanding.

                   About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.

Warner Music reported a net loss attributable to the Company of $91
million on $2.96 billion of revenues for the fiscal year ended
Sept. 30, 2015, compared to a net loss attributable to the Company
of $308 million on $3.02 billion of revenues for the fiscal year
ended Sept. 30, 2014.

As of June 30, 2016, Warner Music had $5.49 billion in total
assets, $5.26 billion in total liabilities and $232 million in
total equity.

As reported by the TCR on Oct. 23, 2015, Standard & Poor's Ratings
Services lowered its corporate credit rating on Warner Music Group
to 'B' from 'B+'.  "The downgrades reflect our expectations that
WMG's adjusted leverage will remain elevated for the next two years
-- above our 5x threshold for the 'B+' corporate credit rating,"
said Standard & Poor's credit analyst Naveen Sarma.

                          *   *    *

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


WESTERN DIGITAL: Egan-Jones Cuts Sr. Unsecured Ratings to BB+
-------------------------------------------------------------
Egan-Jones Ratings Company, on Oct. 31, 2016, downgraded the senior
unsecured ratings on debt issued by Western Digital Corp. to BB+
from BBB-.

Western Digital Corporation is an American computer data storage
company and one of the largest computer hard disk drive
manufacturers in the world, along with Seagate Technology.



WESTMORELAND COAL: CFO Refuses to Relocate, Resigns From Post
-------------------------------------------------------------
Westmoreland Coal Company announced that its Chief Financial
Officer and Treasurer, Jason Veenstra, has decided to resign from
Westmoreland effective Dec. 15, 2016.  Veenstra has elected not to
relocate to the Company's Denver headquarters as part of the ONE
Westmoreland cost savings and cash optimization initiative, which
included centralizing the accounting and finance function to
Denver.  While Westmoreland conducts a search to include internal
and external candidates, Gary Kohn, currently vice president of
Investor Relations, will serve as interim chief financial officer
and treasurer, effective immediately.

Veenstra said, "As Westmoreland continues to streamline its
structure following the recent acquisitions, I believe Westmoreland
is best served with a CFO sitting side-by-side with the rest of the
team.  I have thoroughly enjoyed being a member of this world-class
organization but, after much deliberation, I have arrived at the
difficult decision not to relocate my young family and to remain
near our extended family in Edmonton."

Chief Executive Officer, Kevin Paprzycki commented, "We understand
and respect Jason's decision to stay in his native Canada and wish
him all the best.  Jason is an outstanding executive who has made
countless contributions to Westmoreland including developing and
implementing the ONE Westmoreland initiative.  He did an
outstanding job bringing our financial organization together and
exemplifies the very best in a senior finance leader.  Jason will
be missed both professionally and personally."

Kohn joined Westmoreland in April 2016 to lead Westmoreland's
investor relations efforts.  In addition to his investor relations
focus, he has served in senior leadership positons across multiple
functional areas including finance, treasury and strategy for
publicly held companies including First Data, Western Union, Ciber
and Intrepid Potash.

                    About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest        

independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland reported a net loss applicable to common shareholders
of $203 million on $1.41 billion of revenues for the year ended
Dec. 31, 2015, compared to a net loss applicable to common
shareholders of $173 million on $1.11 billion of revenues for
the year ended Dec. 31, 2014.

As of Sept. 30, 2016, Westmoreland Coal had $1.71 billion in total
assets, $2.30 billion in total liabilities and a total deficit of
$581.20 million.

                            *     *     *

Moody's Investors Service at the end of February 2016 downgraded
the ratings of Westmoreland, including its corporate family rating
to 'Caa1' from 'B3'.

Standard & Poor's Ratings Services in March 2016 affirmed its 'B'
corporate credit rating on Westmoreland and revised the rating
outlook to "negative" from "stable".  "The negative outlook
reflects weaker-than-expected liquidity as a result of a
combination of exposure to a lower price environment and
difficult-to-secure favorable new volume commitments," said
Standard & Poor's credit analyst Vania Dimova.


WESTMORELAND COAL: Mangrove, et al. Hold 10.2% Stake as of Nov. 17
------------------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, The Mangrove Partners Master Fund, Ltd., a Cayman
Islands exempted company, The Mangrove Partners Fund, L.P., a
Delaware limited partnership, The Mangrove Partners Fund (Cayman),
Ltd., a Cayman Islands exempted company, Mangrove Partners, a
Cayman Islands exempted company, Mangrove Capital, a Cayman Islands
exempted company and Nathaniel August disclosed that as of
Nov. 17, 2016, they beneficially own 1,894,608 shares of common
stock, par value $0.01 per share, of Westmoreland Coal Company,
representing 10.20 percent of the shares outstanding.  A full-text
copy of the regulatory filing is available for free at:

                      https://is.gd/jwQYID

                     About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest        

independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland reported a net loss applicable to common shareholders
of $203 million on $1.41 billion of revenues for the year ended
Dec. 31, 2015, compared to a net loss applicable to common
shareholders of $173 million on $1.11 billion of revenues for
the year ended Dec. 31, 2014.

As of Sept. 30, 2016, Westmoreland Coal had $1.71 billion in total
assets, $2.30 billion in total liabilities and a total deficit of
$581.20 million.

                            *     *     *

Moody's Investors Service at the end of February 2016 downgraded
the ratings of Westmoreland, including its corporate family rating
to 'Caa1' from 'B3'.

Standard & Poor's Ratings Services in March 2016 affirmed its 'B'
corporate credit rating on Westmoreland and revised the rating
outlook to "negative" from "stable".  "The negative outlook
reflects weaker-than-expected liquidity as a result of a
combination of exposure to a lower price environment and
difficult-to-secure favorable new volume commitments," said
Standard & Poor's credit analyst Vania Dimova.


WILLIAM ALEX MCCLAIN II: Jan. 4 Disclosure Statement Hearing
------------------------------------------------------------
Judge Raymond B. Ray of the U.S. Bankruptcy Court for the Southern
District of Florida will convene a hearing on January 4, 2017, at
10:00 a.m., to consider approval of the disclosure statement
explaining William Alex McClain, II's plan of reorganization.

The deadline for filing objections to the Disclosure Statement is
December 27, 2016.

Under the Plan, Class 7 will consist of allowed unsecured claims
totaling $183,426.05.  The Debtor will pay make monthly payments of
no less than $2,000 to Class 7 creditors to be disbursed on a pro
rata bases until class 7 creditors have been paid 100% of their
claims (approximately 92 payments).

The Disclosure Statement is available at:

           http://bankrupt.com/misc/flsb16-10599-42.pdf

William Alex McClain, II, is a medical doctor employed by Hialeah
Anesthesia Spec, LLC, who primarily works in the operating room and
in "delivery" at Hialeah Hospital.  

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Fla. Case No. 16-10599) on Jan. 14, 2016, and is represented by
Susan D. Lasky, Esq., in Fort Lauderdale, Florida.


WILLIAM BARRY BLAND: Jan. 3 Disclosure Statement Hearing
--------------------------------------------------------
The hearing to consider the approval of the disclosure statement
explaining William Barry Bland and Sherrill Ann Robertson-Bland's
plan of reorganization will be held on January 3, 2017, at 10:30
a.m.

December 27, 2016, is fixed as the last day for filing and serving
written objections to the Disclosure Statement.

Under the Plan, Class 6 General Unsecured Claims will be impaired
under the Plan.  The class will be paid a precentage of their
allowed claims without interest after the Effective Date.  The
holders will recover 25%.

The Debtors propose in their Plan to re-amortize their home
mortgage note which has now matured.  The Debtors and the creditor,
First Citizen's Bank have entered into a modification of that note
and mortgage to reduce the monthly payments, and pay the debt at 5%
interest over a period of 10 years.  This agreement has been filed
with the Court for its approval.  The normal contractual payment
was $1,650, yet the new agreement reduces the payments by $700 per
month, which will assist the Debtors in their reorganizational
efforts.  Further, the Debtors propose to pay priority tax
creditors over a 50-month period with 3% interest until their
priority claims are paid in full.  Finally, the Debtors propose to
pay a percentage on the dollar to general unsecured creditors
without interest over a period of 60 months.  All priority and
unsecured payments will commence with the "effective date of the
plan", which is the 15th day after the court order confirming the
Plan.  Payments to the mortgage lender commenced under the new
agreement October 2016.

The Disclosure Statement is available at:

             http://bankrupt.com/misc/16-02464-32.pdf

William Barry Bland and Sherrill Ann Robertson-Bland filed for
Chapter 11 bankruptcy protection (Bankr. D.S.C. Case No. 16-02464)
on May 17, 2016.  Robert H. Cooper, Esq., at The Cooper Law Firm
serves as the Debtor's bankruptcy counsel.


WILSON'S OUTDOOR: Unsecureds To Recover 100% Over 5 Years
---------------------------------------------------------
Wilson's Outdoor Services, LLC, filed with the U.S. Bankruptcy
Court for the Western District of Pennsylvania a disclosure
statement to accompany the Debtor's small business plan dated Nov.
14, 2016.

Class 10, General Unsecured Creditors will be paid the sum of
$186,598.71 over five years.  They will not receive interest on
their claims after the commencement of the case.  The dividend is
anticipated to be 100% of the allowed claims as of the date the
case was filed.  

The Debtor has continued to operate its business during this
Chapter 11 case.  The reduction in the secured claims will allow
the Debtor to service its secured creditor payments and allow for
the necessary funds to fund the plan and continue the operation of
its business.  

The Disclosure Statement is available at:

            http://bankrupt.com/misc/pawb16-22190-119.pdf

Wilson's Outdoor Services, LLC, operates an excavation business and
provides services for companies in the energy industry.  The Debtor
also provides snow removal services in the winter months.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Pa. Case No. 16-22190) on June 14, 2016.  The
Debtor is represented by David Z. Valencik, Esq., and Donald R.
Calaiaro, Esq., at Calaiaro Valencik.


WS STORES CORP: Unsecureds To Recoup 100% in Monthly Installments
-----------------------------------------------------------------
WS Stores, Corp, filed with the U.S. Bankruptcy Court for the
District of Puerto Rico a disclosure statement dated Nov. 14,
2016.

General unsecured creditors are classified in Class 5, and will
receive a distribution of 100% of their allowed claims, in monthly
installments commencing the first month after the effective date of
the plan.  Upon the effective date of the plan, unsecured creditors
will receive a non-interest bearing note payable in monthly
installments for ten years.

Payments and distributions under the Plan will be funded by the
continued operation of debtors business.

The Disclosure Statement is available at:

         http://bankrupt.com/misc/prb16-03471-56.pdf

WS Stores, Corp has done business under the name of Wilbys since
2005 in Cidra, Puerto Rico, as a convenience store/supermarket.

The Debtor (Bankr. D.P.R., Case No. 16-03471) filed a Chapter
11 Petition on April 29, 2016.  The case is assigned to Judge
Enrique S. Lamoutte Inclan.  The Debtor's counsel is Teresa M Lube
Capo, Esq., at Lube & Soto Law Offices PSC, in San Juan, Puerto
Rico.  The Debtor's estimated assets range from $100,000 to
$500,000 and estimated liabilities from $1 million to $10 million.

The petition was signed by Jose W. Flores Santos, president.


YAPPN CORP: Amends 14.8 Million Shares Resale Prospectus
--------------------------------------------------------
Yappn Corp. filed with the Securities and Exchange Commission an
amended Form S-1 registration statement relating to the public
offering of up to 14,840,964 shares of Yappn Corp.'s $0.0001 par
value per share common stock by Portmann Capital Management
Limited, David Wonch, AlphaNorth Asset Management, et al., upon
conversion of promissory notes and/or warrants currently held by
the selling stockholders, specifically (i) 8,227,821 shares of
Common Stock issued and outstanding (ii) 907,200 shares of Common
Stock issuable to them upon exercise of promissory notes including
interest to the maturity date (iii) 273,272 shares of Common Stock
issuable to them to Sept. 30, 2017, for interest since the maturity
date and various contractual penalties and (iv) 5,432,671 shares of
Common Stock issuable to them upon exercise of warrants.

The warrants have an exercise prices varying from $0.25 to $2.20
per share.  The Securities and Exchange Commission may take the
view that, under certain circumstances, any broker-dealers or
agents that participate with the Selling Stockholders in the
distribution of the shares may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended.
Commissions, discounts or concessions received by any such
broker-dealer or agent may be deemed to be underwriting commissions
under the Securities Act.

The Common Stock is quoted on the Over-The-Counter Bulletin Board
and trades under the symbol "YPPN".  The last reported sale price
of the Common Stock on the Over-the-Counter Bulletin Board on
Nov. 15, 2016, was $0.07 per share.

The Company will not receive any of the proceeds from the sale of
the shares by the Selling Stockholders.  To the extent the warrants
are exercised for cash, if at all, the Company will receive the
exercise price for those warrants.  The Company will pay all of the
registration expenses incurred in connection with this offering
(estimated to be approximately $10,471.94) but the Selling
Stockholders will pay all of the selling commissions, brokerage
fees and related expenses.

A full-text copy of the Form S-1/A is available for free at:

                      https://is.gd/If98xi

                            About Yappn

Yappn Corp. is a real-time multilingual company that aims to
amplify brand and social messaging, expand online commerce and
provide customer support by globalizing these experiences with its
proprietary technologies, solutions and linguistic computational
approach to language service and engagement.  The Company maintains
its headquarters in New York.

The Company's balance sheet at Aug. 31, 2016, showed total assets
of $5.55 million, total liabilities of $8.34 million and
stockholders' deficit of $2.79 million.

"Implementation of the Company business plan will require
additional debt or equity financing and there can be no assurance
that additional financing can be obtained on acceptable terms.  The
Company has realized limited revenues to cover its operating costs.
As such, the Company has incurred an operating loss since
inception.  This and other factors raise substantial doubt about
their ability to continue as a going concern.  The Company's
continuation as a going concern is dependent on its ability to meet
their obligations, to obtain additional financing as may be
required, and ultimately to attain profitability.  The interim
consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty," as
disclosed in the Company's quarterly report for the period ended
Aug. 31, 2016.


YBRANT MEDIA: Daum Global Tries To Block Approval of Plan Outline
-----------------------------------------------------------------
Judgment creditor Daum Global Holdings Corp. filed with the U.S.
Bankruptcy Court for the Southern District of New York an objection
to Ybrant Media Acquisition, Inc.'s disclosure statement and plan
of reorganization filed on Nov. 4, 2016.

Single substantial creditor Daum -- owed more than $37 million in
judgments entered on a joint and several basis against the Debtor
and its parent company in India, Ybrant Digital Ltd -- complains
that:

     a. the Disclosure Statement fails to adequately describe the
        proposed treatment of Daum under the Plan.  Nonetheless,
        Daum would note several specific grounds of objection.  
        The Plan recited that Daum's claim would be "unimpaired".  
      
        Daum must object that no such agreement has been reached
        or filed with the Court and how this funding is to be
        provided has not been revealed and accordingly the
        proposed Disclosure Statement lacks adequate information.

        Payment from "available cash" is no assurance that cash
        will be available as all that Ybrant Digital has now is a
        non-binding letter of intent from White Oak conditioned
        upon "White Oak's satisfaction of due diligence and the
        execution of definitive documentation";

     b. the Disclosure Statement fails to adequately describe how
        the other pending litigations will be resolved under the
        Plan.  The Disclosure Statement does not address the
        course to be followed in the other pending litigations in
        which the parties are engaged, in New York State Supreme
        Court and in the federal district court.  What is to be
        done about the turnover order commanding Ybrant Digital to

        turn over the shares of all its worldwide subsidiaries
        (including the shares of the Debtor) is conspicuously
        absent from the Plan and the Disclosure Statement;

     c. the Disclosure Statement and the Plan appears to
        improperly classify the Debtor's present counsel as non-
        insider.  Daum also objects to the Disclosure Statement
        and the Plan because the classification of the creditors
        is not appropriate.  The Disclosure Statement indicates
        that the claims of Ybrant affiliates, including Lycos,
        Dyomo Corp. and Ybrant Digital itself are "Unsecured
        Claims of Insiders" and as such these creditors' votes
        will not be counted;

     d. the Disclosure Statement lacks any liquidation analysis;

     e. The Disclosure Statement incorrectly describes Daum's
        claim as subordinate to claims of other creditors.  The
        Debtor also appears to err in its statement on page 26 of
        the Disclosure Statement that in liquidation the claim of
        Daum "would be subordinated to the Claims of all other
        creditors in accordance with section 510(b) of the
        Bankruptcy Code."  To the contrary, the claim of Daum is
        for a fixed monetary amount arising from a contract
        concluded between unaffiliated parties.  In selling the
        shares of Lycos to the Debtor, Daum did not contract for
        an equity participation in Debtor's group but for a
        monetary amount owed to it by Debtor and guaranteed by
        Debtor's parent, both corporations unaffiliated with Daum.


The Objection is available at https://is.gd/koe5yy
                
Daum is represented by:

     Bo-Yong Park, Esq.
     William J.T. Brown, Esq.
     THE LAW OFFICE OF BO-YONG PARK, P.C.  
     2429A 2nd Street
     Fort Lee, NJ 07024
     Tel: (800) 615-6470
     E-mail: bpark@byplaw.com

                         About Ybrant Media

Ybrant Media Acquisition, Inc., was incorporated in 2007 and is a
wholly-owned subsidiary of Ybrant Digital Limited, a global digital
marketing company organized under the laws of India, whose shares
are publicly traded on the Bombay Stock Exchange and the National
Stock Exchange of India.  The Debtor was created for the purpose of
purchasing and managing the assets of Internet and media-related
businesses.

Ybrant Media filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 16-10597) on March 14, 2016.  The petition was
signed by Suresh K. Reddy as chief executive officer.  The Debtor
estimated assets in the range of $10 million to $50 million and
liabilities of up to $50 million.  Rosen & Associates, P.C., serves
as the Debtor's counsel.


YRC WORLDWIDE: CFO James Pierson Quits
--------------------------------------
James G. Pierson, executive vice president and chief financial
officer of YRC Worldwide Inc., resigned effective Dec. 31, 2016.
Also on Nov. 18, 2016, the Company appointed Stephanie D. Fisher as
the Company's acting chief financial Officer effective Jan. 1,
2017.

Mr. Pierson is resigning to take a chief financial officer position
with a privately-held building supply and material company located
near his home in the Dallas, Texas metropolitan area, where his
family resides.  Mr. Pierson has commuted from Dallas for the last
eight years beginning in 2008 when he served as a financial advisor
to the Company, and from 2011 to the present while serving the
Company as Chief Financial Officer.

"We want to extend our deepest gratitude to Mr. Pierson for his
service, contributions, and commitment to the Company, including
the personal family sacrifice experienced with commuting for eight
years," said James Welch, chief executive officer.  "Jamie has been
a great partner, working closely with me, and I wish him well in
his new endeavor."

To ensure an orderly and full transition of the chief financial
officer role, it is anticipated that Mr. Pierson will serve as a
consultant for a period of six months subsequent to the effective
date of his resignation.  The Company and Mr. Pierson are
negotiating an agreement to memorialize the terms of this
arrangement and related separation matters.     

Stephanie Fisher, 39, joined the Company in 2004 and currently
serves as vice president and controller.  Prior to her current
position, Ms. Fisher served as manager of accounting from November
2007 to June 2011 and Director of Financial Reporting from June
2011 to May 2012.  Ms. Fisher has more than 15 years of experience
in accounting, financial analysis and corporate compliance.  Ms.
Fisher began her career at the accounting firm Ernst & Young, where
she served as both Staff and senior auditor, primarily completing
financial audits for clients in the Retail and Consumer Products
industries.  Ms. Fisher earned a Bachelor's degree in Business
Administration and a Masters of Accountancy from Kansas State
University.  As acting chief financial officer, Ms. Fisher will
continue to receive an annual salary of $255,000, short-term cash
incentive compensation (subject to the achievement of
pre-determined goals) with a target award of 100% of base salary
and long-term equity incentive compensation with a target award
equal to 100% of base salary.  In addition, it is anticipated that
upon appointment of a new chief financial officer, Ms. Fisher will
receive additional compensation for her service as acting chief
financial officer in an amount that is expected to approximate the
differential between her current compensation and the annual
compensation of a new chief financial officer.

                      About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers  

its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

YRC Worldwide reported net income attributable to common
shareholders of $700,000 on $4.83 billion of operating revenue for
the year ended Dec. 31, 2015, compared to a net loss attributable
to common shareholders of $85.8 million on $5.06 billion of
operating revenue for the year ended Dec. 31, 2014.

As of Sept. 30, 2016, the Company had $1.87 billion in total
assets, $2.21 billion in total liabilities and a total
shareholders' deficit of $342.2 million.

                          *    *    *

As reported by the TCR on Feb. 18, 2014, Moody's Investors Service
had upgraded the Corporate Family Rating for YRC Worldwide from
'Caa3' to 'B3', following the successful closing of its
refinancing transactions.

In the Aug. 11, 2015, TCR report, Standard & Poor's Ratings
Services said that it has raised its corporate credit rating on
Overland, Kan.-based less-than-truckload (LTL) trucking company
YRC Worldwide to 'B-' from 'CCC+'.

"The upgrade reflects YRC's earnings growth and improved liquidity
position, along with our belief that gradual improvement in the
company's operating performance will result in credit measures
that are commensurate with the rating," said Standard & Poor's
credit analyst Michael Durand.


YU HUA LONG: Unsecured Creditors Seek Ch. 11 Trustee Appointment
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will conduct a hearing on December 7, 2016, on the motion of the
unsecured creditors of Yu Hua Long Investments, LLC, seeking the
appointment of a Chapter 11 Trustee or, in the alternative, convert
the case to one under Chapter 7, in the event that the Court is
inclined to dismiss the bankruptcy case.

According to the unsecured creditors, the Debtor has repeatedly and
persistently failed to file and serve the disclosure documents,
financial reports, and operating reports required under the
Bankruptcy Act, thus, keeping the Creditors, the U.S. Trustee, and
the Court completely in the dark as to the Debtor and the
interested persons who control it, the Debtor's business and
financial affairs, and its assets.  Further, the unsecured
creditors noted that good cause for the appointment of a Chapter 11
Trustee would best serve the interests of the creditors, because
the Debtor -- and those who control it -- cannot be trusted to act
as fiduciaries of the creditors.

Any party opposing the motion is required to file and serve a
written response at least 14 days before the scheduled hearing.

The unsecured creditors are represented by:

         Bub-Joo S. Lee, Esq.
         Jay J. Chung, Esq.
         Anna Novruzyan, Esq.
         LEE ANAV CHUNG WHITE KIM RUGER & RICHTER LLP
         520 S. Grand Avenue, Suite 1070
         Los Angeles, CA 90071
         Tel.: (213) 341-1602
         Fax: (213) 402-8635

            -- and --

         Grant Courtney, Esq.
         LEE ANAV CHUNG WHITE KIM RUGER & RICHTER LLP
         5000 NE North Tolo Road
         Bainbridge Island, WA 98110
         Tel.: (206) 660-2059
         Fax: (206) 842-1642

Yu Hua Long Investments LLC filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 16-22745) on September 26, 2016, and filed pro
se.


ZEC INC: Limited Cash Raises Going Concern Doubt
------------------------------------------------
ZEC, Inc., filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q, disclosing a net loss of
$409,530 on $20,936 of revenue for the three months ended September
30, 2016, compared to a net income of $760 on $960 of revenue for
the same period in 2015.

For the nine months ended September 30, 2016, the Company recorded
a net loss of $876,136 on $26,414 of revenue, compared to a net
income of $760 on $960 of revenue for the same period last year.

The Company's balance sheet at September 30, 2016, showed total
assets of $3.52 million, total liabilities of $3.43 million, and a
stockholders' equity of $91,710.

The Company's financial condition raises substantial doubt about
the Company's ability to continue as a going concern.  The Company
has limited cash and other material assets and minimal revenues
from operations during the three months and nine months periods
ended September 30, 2016.  The Company is relying on capital from
investors to meet the majority of its operating expenses.

A full-text copy of the Company's Form 10-Q is available at:
                
                   https://is.gd/EupiRQ

ZEC, Inc., is engaged in the business of selling specialty
chemicals for use in a wide range of applications.  The Company
currently operates strictly as a licensing and sales representative
company, with limited responsibility for developing, manufacturing,
stocking or shipping products or for invoicing and collections.


ZODIAC POOL: S&P Assigns 'B' CCR on Highly Leveraged Structure
--------------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to
Zodiac Pool Solutions S.a r.l.  The outlook is stable.  The company
is operationally headquartered in Vista, California.

At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery ratings to the company's proposed $500 million first-lien
term loan due 2023.  The '3' recovery rating indicates S&P's
expectation for meaningful (lower end of the 50% to 70% range)
recovery in the event of payment default.  S&P also assigned its
'CCC+' issue-level rating and '6' recovery rating to the proposed
$170 million second-lien term loan due 2024.  The '6' recovery
rating indicates S&P's expectation for negligible (0% to 10% range)
recovery in the event of payment default.

Upon close of the transaction S&P estimates the company will have
roughly $676 million in adjusted debt outstanding.  S&P includes
$5.5 million worth of operating leases in the adjusted debt
balance.

The ratings reflect Zodiac's highly leveraged capital structure,
narrow focus in pool maintenance equipment, geographic
concentration in the U.S., and the highly seasonal and cyclical
nature of the industry.  The ratings also reflect Zodiac's
above-average EBITDA margins from good pricing power, concentrated
supplier position, flexible cost structure due to its large share
of outsourced manufacturing, and the relatively stable underlying
demand for pool cleaning/maintenance equipment needed to preserve
pool functionality and value.  S&P estimates pro forma adjusted
debt leverage for this transaction is roughly 6.5x, and S&P
forecasts debt to EBITDA to fall to roughly 5x by the end of fiscal
2018 owing to gradual debt reduction and steady EBITDA growth.

Zodiac is a global producer of pool cleaning and equipment,
including vacuums, heaters, pumps, filters, water care products,
and other goods.  Sales are driven by new pool construction
(approximately 20% of total market) and existing pool maintenance
and upkeep (approximately 80%).  The former supports organic market
growth, as new pools will eventually generate maintenance sales,
which provides a solid stream of recurring revenue for Zodiac and
its peers.

The outlook is stable, reflecting S&P's expectation that the
company will continue to improve EBITDA through cost reduction,
sustained good pricing power, innovation, and supportive market
conditions.  S&P expects EBITDA growth to result in increased cash
flow, which S&P believes the company will apply towards debt
reduction.

S&P could consider a negative rating action if the company
experiences operating or industry difficulties that result in
margins decreasing by over 300 basis points, or if it recapitalizes
through an extraordinary dividend, leading forecasted leverage to
be sustained above 7.5x.

Given the risk of a future releveraging event resulting from its
financial sponsor ownership and the company's narrow business
model, it is unlikely that S&P would consider an upgrade over the
next 12 months.  S&P could, however, consider an upgrade if
Zodiac's financial sponsor were to reduce its ownership stake to
below 40%, while the company adopts a credible financial policy
committed to reducing and sustaining leverage below 5x.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
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Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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Copyright 2016.  All rights reserved.  ISSN: 1520-9474.

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