TCR_Public/161202.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, December 2, 2016, Vol. 20, No. 336

                            Headlines

ADVANTAGE SALES: S&P Affirms 'B' CCR & Revises Outlook to Positive
AK STEEL: Moody's Affirms 'B3' Corporate Family Rating
ALEXIS SPORTS: U.S. Trustee Unable to Appoint Committee
ALI SHENASA: Chong Buying San Jose Property for $700K
ALLEGIANT TRAVEL: Moody's Assigns B1 Rating to Sr. Unsecured Notes

ALLTOUR AMERICA: U.S. Trustee Unable to Appoint Committee
ALTA MESA: Moody's Places Caa2 CFR Under Review for Upgrade
ALTA MESA: S&P Raises CCR to 'B-' on Improved Liquidity
AMERICAN AIRLINES: Moody's Rates $1BB 7-Year Term Loan 'Ba1'
AMERICAN AIRLINES: S&P Assigns 'BB+' Rating on $1BB Term Loan

AMERICAN POWER: Issues $200,000 Unsecured Note to Matthew Steenwyk
API HEAT: S&P Lowers CCR to 'CCC+' on End-Market Weakness
APTEAN INC: S&P Affirms 'B' CCR on Dividend Recap
AVACEND INC: Wants Plan Filing Period Extended to April 19
B & B FAMILY: Case Summary & 18 Largest Unsecured Creditors

BAVARIA YACHTS: Hires Robert Allen Law as Special Counsel
BELLA SPOSA: Case Summary & Two Unsecured Creditors
BENNU OIL: Shutters Operations, Files for Ch.7 Bankruptcy
BIODATA MEDICAL: Case Summary & 20 Largest Unsecured Creditors
BLANKENSHIP FARMS: Wants Plan Exclusivity Extended Until Jan. 31

BOOK REVIEW: Competition, Regulation, and Rationing
BPS US HOLDINGS: Hires Alvarez & Marsal's Brian Fox as CRO
BPS US HOLDINGS: Hires Centerview as Investment Banker
CAL DIVE: Court Orders Enforcement of July 24 Sale Order
CANADIAN ENERGY: DBRS Confirms 'B' Issuer Rating

CASA SYSTEMS: S&P Assigns 'BB-' CCR & Rates $25MM Facility 'BB-'
CHAPARRAL ENERGY: Seeks Approval of Plan Support Agreement
CHARMING CHARLIE: Seeking to Hire Financial Adviser
CLARK-CUTLER-MCDERMOTT: Court Extends Plan Exclusivity to March 3
CRYSTAL LAKE OPEN: Needs Until August 1 to File Chapter 11 Plan

D.J. SIMMONS: Foreland Buying 18 Leases for $111K
DIAMONDBACK ENERGY: Moody's Hikes CFR to Ba3, Outlook Stable
DIFFERENTIAL BRANDS: May Issue 3.5M Shares Under Incentive Plan
DIRECT MEDIA: Seeks to Hire Tracy Firm as Legal Counsel
DIRECTBUY HOLDINGS: Judge Tentatively Approved Bidding Protocol

DIRECTBUY HOLDINGS: Quick Sale Favors Owners, Committee Says
DOLLAR MART GROCERY: U.S. Trustee Unable to Appoint Committee
DOW CORNING: 6th Cir. Affirms Order on Settlement Fund Distribution
DOWLING COLLEGE: Case Summary & 20 Largest Unsecured Creditors
DOWLING COLLEGE: Seeks to Hire Klestadt Winters as Legal Counsel

DRAW ANOTHER CIRCLE: Wants Plan Filing Period Moved to Jan. 24
EARLY CALIFORNIA: Case Summary & 20 Largest Unsecured Creditors
EASTERN POWER: Moody's Affirms B1 Senior Secured Term Loan Rating
ECORE INVESTMENTS: Taps Demetrius J. Parrish as Legal Counsel
ECORE INVESTMENTS: Voluntary Chapter 11 Case Summary

ERICKSON INC: Obtains Final Court Approval of DIP Financing
ESSEX CONSTRUCTION: Hires Bowers as Marketing Director
FANNIE MAE: Elects George Haywood as Director
FM KELLEY: Court Extends Exclusive Plan Filing Period to Jan. 7
FOREST ENERGIES: Seeks to Hire Crockett as Legal Counsel

FRESH & EASY: Wins Preliminary Approval of $50K Class Suit Accord
GARDEN OF EDEN: Wants Plan Exclusivity Extended Until March 27
GARNER GROVES: Case Summary & 20 Largest Unsecured Creditors
GENE CHARLES: Case Summary & 10 Unsecured Creditors
GLOBALLOGIC HOLDINGS: S&P Assigns 'B' Rating on $300MM Loan

GRAND & PULASKI: Unsecureds To Recoup 20% Under Plan
GULFMARK OFFSHORE: Raging Capital Owns 18.9% of Class A Shares
GULFMARK OFFSHORE: Releases November 2016 Investor Presentation
H & S AUTO: Seeks to Hire Center City as Legal Counsel
HAMPSHIRE GROUP: Dec. 7 Meeting Set to Form Creditors' Panel

HISTORIC TIMBER: Wants Plan Filing Period Extended to March 31
IDERA PHARMACEUTICALS: Inks License Agreement with Vivelix Pharma
IMPLANT SCIENCES: Equity Panel's Challenge Period Moved to Jan. 23
INNOVATIVE OBJECTS: U.S. Trustee Unable to Appoint Committee
INTEGRATED BIOPHARMA: Shareholders Approve Executive Compensation

INTERNATIONAL SEAWAYS: S&P Assigns 'B' CCR, Outlook Stable
INTERNATIONAL TECHNICAL: Chairman to Contribute $3M to Fund Plan
JEVIC TRANSPORTATION: Supreme Court Moves Oral Argument to Dec. 7
JOURNEY HOSPICE: Clark Hammond Seeks Appointment as Ombudsman
KDS GROUP: Seeks to Hire Liepins as Legal Counsel

KEY ENERGY: Cooper Management, et al, Object to Prepackaged Plan
KEYCORP: DBRS Confirms BB Preferred Stock Rating
KID'S FIRST: U.S. Trustee Unable to Appoint Committee
LAST CALL GUARANTOR: Seeks March 8 Extension of Plan Filing Period
LAURA ELSHEIMER: Velocity To Be Paid Accdng. To Promissory Note

LEXMARK INT'L: S&P Lowers CCR to 'BB-' Amid Increased Leverage
LIGHTSTONE GENERATION: S&P Gives Prelim BB- Rating on $1.575BB Loan
LPC HOLDING: S&P Affirms 'B' CCR, Outlook Stable
LR BAKERY: Hires Garcia-Arregui & Fullana as Attorneys
LYNN ARTHUR NICHOLS: Plan Confirmation Hearing on Dec. 20

MAXUS ENERGY: Seeks Feb. 17 Extension of Plan Filing Period
MHM HOLDINGS: Case Summary & Unsecured Creditor
MIG LLC: Alexeeva & Blazquez to Serve as NewCo Officers, BoNY Says
MIG LLC: Indenture Trustee Plan Wins Creditors' Support
MIG LLC: Unsecureds to Get Nothing in Magticom Sale, Panel Says

MIG LLC: US Trustee, IRS Balk at BoNY's Exit Plan
MNS SERVICES: Seeks to Hire Schneider & Stone as Legal Counsel
MOBILESMITH INC: OKs Option Grants Under 2016 Equity Plan
NEW SOLDIER'S: Seeks to Hire Gabor & Marotta as Legal Counsel
NEWPARK RESOURCES: S&P Lowers Rating on Sr. Unsecured Debt to 'B-'

NJOY INC: Committee, U.S. Trustee Object to KEIP Motion
NORTEL NETWORKS: Brown & Fox Rothschild Represent Trade Claimants
NORTEL NETWORKS: Wins Round in Battle Over Pension Liabilities
NORTHWEST HEALTH: Seeks Appointment of PCO Former Patients
NORTHWEST HEALTH: U.S. Trustee Unable to Appoint Committee

OFFSHORE DRILLING: Fitch Cuts Curr. Issuer Default Ratings to CCC
OLYMPIA OFFICE: 3 Affiliates' Voluntary Chapter 11 Case Summary
OUTBOUND GROUP: Case Summary & 20 Largest Unsecured Creditors
OVERSEAS SHIPHOLDING: S&P Affirms 'B' CCR, Off CreditWatch Positive
OVERTON & OGBURN: Needs Until March 27 to File Chapter 11 Plan

PANDA LIBERTY: S&P Affirms 'B+' Rating on $435MM Term Loan
PARAGON POOLS: Case Summary & 19 Largest Unsecured Creditors
PERFORMANCE SPORTS: Coliseum Interested in Buying Debtor
PERFORMANCE SPORTS: U.S. Trustee Forms 3-Member Equity Committee
Petition LLC Starts Anonymous Curated Restructuring News Service

PLANET MERCHANT: Planet Group Buying All Assets for $12 Million
PNW ARMS: Hearing on Plan Outline Set For Dec. 6
PORTER BANCORP: Board Okays 1-for-5 Reverse Stock Split
POWER EFFICIENCY: New Owners Need More Time to File 10-Q
PREMIER EXHIBITIONS: Euclid Entities Seek Exclusivity Termination

QUIKRETE HOLDINGS: Moody's Affirms B1 Corporate Family Rating
R&B VENTURES: U.S. Trustee Unable to Appoint Committee
RABBE FARMS: Plan Solicitation Period Extended Until Jan. 6
RAIN CII: Moody's Affirms B3 CFR & Alters Outlook to Positive
RE/MAX LLC: Moody's Assigns Ba3 Corporate Family Rating

REGATTA CONSTRUCTION: Has Until Dec. 15 to File Chapter 11 Plan
RENEWABLE ASSET MANAGEMENT: Case Summary & 20 Top Unsec. Creditors
REPUBLIC AIRWAYS: Court Approves Merger with Shuttle America
RESIDENTIAL CAPITAL: Ally to Pay $52-Mil. to Resolve DOJ Probe
RITCHIE BROS.: S&P Assigns 'BB' CCR & Rates US$500MM Notes 'BB-'

SAMSON RESOURCES: Hearing on Rival Plan Outlines Moved to Dec. 8
SAMSON RESOURCES: JPMorgan Blasts Committee Disclosure Statement
SCRIPSAMERICA INC: Committee Opposes Exclusivity Extension
SCRIPSAMERICA INC: Committee Seeks to Hire Bayard as Legal Counsel
SCRIPSAMERICA INC: Committee Taps EisnerAmper as Financial Advisor

SERVICEBURY LLC: Case Summary & 2 Unsecured Creditors
SEVENTY SEVEN: Wilks Bros. Discloses 5.4% Stake as of Oct. 20
SIGNODE INDUSTRIAL: S&P Lowers Rating on US$ Sr. Loan to 'B'
STEALTH SOFTWARE: U.S. Trustee Unable to Appoint Committee
STEINY AND COMPANY: Case Summary & 20 Largest Unsecured Creditors

STERLING ENGINEERING: Seeks March 24 Exclusivity Period Extension
SWAGAT HOTELS: U.S. Trustee Unable to Appoint Committee
TALL CITY WELL: Unsecureds to Get $21K Monthly Payment in 7 Years
TEMUR TRUCKING: Taps McCullough Eisenberg as Legal Counsel
TERESA GIUDICE: Bankruptcy Settlement Could Be In Jeopardy

THREE AMIGOS: Case Summary & 9 Unsecured Creditors
TPP ACQUISITION: SSG Acted as Investment Banker in Asset Sale
UCI INTERNATIONAL: Global Settlement Approved
UCI INTERNATIONAL: Plan Silent on Supply Contracts, FCA US Says
VERSATILE SYSTEMS: Delays Filing of Annual Financial Statements

VESCO CONSULTING: Seeks to Hire Sponaugle as Accountant
WILLIAM COLE: Unsecureds To Get 16% Under 1st Amended Plan
WILSONART LLC: Moody's Affirms B2 Corporate Family Rating
WKI HOLDING: Moody's Lowers Corporate Family Rating to B3
XTERA COMMUNICATIONS: Seeks to Hire DLA Piper as Legal Counsel

ZAYO GROUP: S&P Puts 'B' CCR on CreditWatch Positive
ZODIAC POOL: Moody's Assigns B3 CFR & Rates $500MM 1st Lien Loan B3
ZOHAR CDO 2003: MBIA Finds New Investment to Cover Losses
ZUCKER GOLDBERG: Committee Wants Exclusivity Period Ended
[*] Nicholas Foley Joins McKool Smith's Dallas Office as Principal

[*] Nick Foley Joins McKool Smith's Dallas Office
[*] UpRight Law Offers Pro-Bono Chapter 7 Bankruptcy Services

                            *********

ADVANTAGE SALES: S&P Affirms 'B' CCR & Revises Outlook to Positive
------------------------------------------------------------------
S&P Global Ratings revised the outlook to positive from stable and
affirmed its 'B' corporate credit rating on Irvine, Calif.-based
sales and marketing service agency Advantage Sales & Marketing
Inc.

S&P also affirmed its 'B' issue-level ratings on the company's $200
million first-lien revolving credit facility due in 2019 and $2.01
billion first-lien term loan due in 2021.  The recovery ratings are
unchanged at '3', which indicate S&P's expectation for meaningful
recovery (50%-70%; upper half of the range) of principal in the
event of a payment of default.

S&P also affirmed its 'CCC+' issue-level rating on the company's
$760 million second-lien debt due in 2022.  The '6' recovery rating
is unchanged, indicating S&P's expectation for negligible recovery
(0%-10%) of principal in the event of a payment default.

"The outlook revision to positive reflects our expectation that
ASM's operating performance gains will continue to propel modest
strengthening of the company's credit measures over the near to
medium term," said S&P Global Ratings credit analyst Katherine
Heng.  "The company has meaningfully improved its top line over the
past year as it has benefitted from new business wins and bolt-on
acquisition activity, while also maintaining strong operating
margins."

The ratings on ASM incorporates its leading position (over 20%
market share), together with Acosta, in the outsourced sales and
marketing industry, with CROSSMARK Holdings Inc. being another
meaningful (though struggling) large participant.  The remainder of
the industry is highly fragmented.  S&P believes ASM and Acosta
will be able to grow their market share, as they have the national
footprints needed to serve large consumer products companies,
providing them with a competitive advantage over smaller players.
S&P believes sales and marketing outsourcing firms are generally
more cost-effective for consumer products companies than retaining
this function entirely in-house, which should support continued
healthy sector growth.  Nevertheless, recent and future potential
consolidation among large consumer products companies could result
in fewer national accounts available to be served by the large
industry participants that may lead to some volatility in revenues
over time.  Moreover, this could lead to an increase in insourcing
as consumer product companies leverage better economies of scale by
moving this function in-house.

The positive outlook reflects the potential for an upgrade in the
coming 12 months if the company reduces debt to EBITDA to around 6x
or below on a sustained basis, and if S&P believes the risk of a
re-leveraging event is unlikely.  S&P's base-case projected
performance incorporates its view that debt leverage will improve
towards the low-6x area at the end of 2017, and fall below 6x in
2018.  S&P believes, however, ASM's future financial risk profile
is influenced by how much free cash flow the company chooses to
allocate between acquisitions, debt reduction, and potential
shareholder distributions given its financial sponsor ownership.

S&P could revise the outlook to stable if the company pursues
shareholder-friendly initiatives or debt-financed acquisitions such
that credit measures deteriorate and leverage returns to the
high-6x area.  S&P could also lower the rating if operating
performance weakens due to significant customer losses from
continued consolidation of consumer product companies, heightened
pressure from retailers due to reduced consumer spending, or
escalating competition resulting in decreased market share.



AK STEEL: Moody's Affirms 'B3' Corporate Family Rating
------------------------------------------------------
Moody's Investors Service changed AK Steel Corporation's outlook to
positive from negative. At the same time, Moody's affirmed all
ratings including the B3 corporate family rating (CFR) and the
B3-PD probability of default rating. The speculative grade
liquidity rating was changed to SGL-2 from SGL-3.

The change to a positive outlook reflects the improving trends
evidenced by the company with respect to debt protection and
leverage metrics. The outlook change also acknowledges the
improvement the company has achieved in its capital structure
following the two equity offerings (aggregating approximately $600
million) done to date in 2016, which have provided AK Steel the
ability to reduce outstanding's under its asset based revolving
credit facility (ABL) and enhance its liquidity. In addition, the
annuitization of approximately $210 million in pension liabilities
in two separate transactions has further improved the overall
leverage position.

Affirmations:

   Issuer: AK Steel Corporation

   -- Probability of Default Rating, Affirmed B3-PD

   -- Corporate Family Rating, Affirmed B3

   -- Backed Senior Secured Shelf, Affirmed (P)B2

   -- Backed Senior Unsecured Shelf, Affirmed (P)Caa1

   -- Backed Senior Secured Regular Bond/Debenture, Affirmed B2
      (LGD3)

   -- Backed Senior Unsecured Conv./Exch. Bond/Debenture, Affirmed

      Caa1 (LGD5)

   -- Backed Senior Unsecured Regular Bond/Debenture, Affirmed
      Caa1 (LGD5)

   Issuer: Butler County Industrial Dev. Auth., PA

   -- Backed Senior Unsecured Revenue Bonds, Affirmed Caa1 (LGD5)

   Issuer: Ohio Air Quality Development Authority

   -- Backed Senior Unsecured Revenue Bonds, Affirmed Caa1 (LGD5)

   Issuer: Rockport (City of) IN

   -- Backed Senior Unsecured Revenue Bonds, Affirmed Caa1 (LGD5)

Upgrades:

   Issuer: AK Steel Corporation

   -- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from
      SGL-3

Outlook Actions:

   Issuer: AK Steel Corporation

   -- Outlook, Changed To Positive From Negative

RATINGS RATIONALE

The B3 CFR reflects our expectation that the company's performance
will evidence improving trends as it continues to achieve operating
efficiencies and focus on value added products. With the idling of
the Ashland facility, AK Steel has been better able to more fully
utilize its other operating facilities, while the reduction of
commodity product sales into the spot and distribution markets has
boosted profitability, despite the decrease in shipments. While the
B3 CFR also considers AK Steel's position as a mid-tier steel
producer, the company's technological capabilities and strong
customer base are important considerations. The launch and roll out
of the NEXMET high strength steels is expected to further benefit
the company's sales to the automotive industry, as that industry
looks to further lightweight vehicles to meet increasingly
stringent CAFÉ requirements. The rating considers that the
particularly strong performance evidenced in the third quarter,
partially reflective of some of the improved industry pricing
earlier in the year coming through on a lag basis, is not expected
to be repeated in the fourth quarter given the price retreat of
recent months and increase in raw material input costs. However,
the rating incorporates the expectation that performance in 2017
will retain the improving momentum evidenced in 2016. The rating
captures the improving trends and reduced leverage as evidenced by
the debt/EBITDA ratio of 4.8x for the twelve months ended September
30, 2016 as compared with 7.5x at year-end December 2015. Adjusting
for the pension annuitization, pro forma leverage for the twelve
months ended September 30, 2016 would be approximately 4.5x.

The company's business mix, which evidences an improving and
meaningful level of value added products, including coated
(approximately 52% of shipments), electrical and stainless
products, and strong contracted position, particularly with its
automotive customers, are further supporting factors in the rating.
While we believe that light vehicle sales in the US have peaked,
the market is expected to continue to be robust (Moody's expects a
modest decline of 0.6% in 2017 following an anticipated 0.3% rise
in 2016).

The SGL-2 speculative grade liquidity rating reflects our view that
AK Steel will maintain a good liquidity profile over the next four
quarters, particularly following repayment of outstandings under
the ABL and the retention of cash from the October 2016 equity
raise. In addition, the repayment of the 2018 notes has improved
the company's debt maturity profile, with the next maturity being
the $150 million convertible exchange notes in November 2019. The
company's liquidity is supported by a $1.5 billion ABL expiring in
March 2019 that is guaranteed by AK Steel Holding Corporation, AK
Tube LLC, Mountain State Carbon LLC, and AK Steel Properties.

The positive outlook captures our expectation that AK Steel will
continue to evidence an improving capital structure, further debt
reductions and a stable to improving performance profile. The
outlook also anticipates that the company will continue to maintain
its focus on value added products and continue to achieve an
improved product mix.

The B2 rating on the company's senior secured notes (secured by
plant, property and equipment), under Moody's loss given default
methodology reflects the instrument's priority position in the
capital structure relative to a considerable amount of unsecured
liabilities below it. The Caa1 rating on the senior unsecured notes
reflects the junior position of these instruments relative to the
secured notes, the ABL revolver and priority accounts payables.

The rating could be downgraded should the company's liquidity
position deteriorate materially due to weak operating performance
and cash burn, and improving trends in the EBIT margin,
EBIT/interest ratio, and debt/EBITDA ratio to at least 3.0%, 1.5x
and 5.5x respectively not be evidenced. The rating could be
upgraded should the company be able to sustain an EBIT margin of at
least 4.5%, EBIT/interest of at least 2x and debt/EBITDA of no more
than 4.75x.

The principal methodology used in these ratings was "Global Steel
Industry" published in October 2012.

Headquartered in West Chester, Ohio, AK Steel Corporation (AK
Steel) ranks as a middle tier integrated steel producer in the
United States, operating steelmaking and finishing plants in
Indiana, Kentucky, Ohio, Michigan and Pennsylvania. The company
also has a tube manufacturing facility in Mexico. AK Steel produces
flat-rolled carbon steels, including coated, cold-rolled and
hot-rolled products, as well as specialty stainless and electrical
steels. Principal end markets include automotive, steel service
centers, appliance, industrial machinery, infrastructure,
construction and distributors and converters. Through its AK Coal
Resources Inc. subsidiary, the company has interests in
metallurgical coal production. Revenues for the twelve months
ending September 30, 2016 were approximately $6 billion.


ALEXIS SPORTS: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
The Office of the U.S. Trustee on Nov. 28 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Alexis Sports Management Group,
LLC.

Alexis Sports Management Group, LLC, dba Chubby's American Grill
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ohio Case
No. 16-33019) on Sept. 26, 2016, estimating its assets at between
$50,001 and $100,000 and liabilities at between $500,001 and $1
million.  Raymond L. Beebe, Esq., at Raymond L Beebe Co LPA serves
as the Debtor's bankruptcy counsel.


ALI SHENASA: Chong Buying San Jose Property for $700K
-----------------------------------------------------
Ali Shenasa asks the U.S. Bankruptcy Court for the Northern
District of California to authorize the sale of real property
commonly known as 105 N. Bascom Ave., Suite #205, San Jose,
California, to Brian Chong for $700,000.

The property is presently encumbered as follows (amounts are
approximations only): (i) 105 Bascom San Jose, LLC (minimum amount
owed): $1,100,511; and (ii) Small Business Administration:
$840,881.

The Debtor and co-owners received and accepted a written offer from
Chong on Nov. 28, 2016 to purchase the property for $700,000.  The
Debtor proposes to sell the property free and clear of the liens.
An escrow will be open shortly.  The escrow company is Old Republic
Title Co. located at 224 Airport Parkway, Suite 170, San Jose,
California.

The Debtor contends the sale is at or above fair market value.

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

            http://bankrupt.com/misc/Ali_Shenasa_44_Sales.pdf

The sale proceeds will be disbursed to pay the property taxes and
the costs of escrow and proceeds will be paid to the first
lienholder, 105 Bascom San Jose through the Tullius Law Group, for
the remainder of the loan balance.  Excess proceeds for U.S. Small
Business Administration are yet to be determined.

The Debtor contends that the sale is in the best interest of
creditors and is a sound, business decision.  Accordingly, the
Debtor asks the Court to approve the sale of the property to
Chong.

Ali Shenasa sought Chapter 11 protection (Bankr. N.D. Cal. Case
No.
16-51477) on May 17, 2016.  The Debtor tapped David A. Boone,
Esq.,
at Law Offices of David A. Boone, as counsel.


ALLEGIANT TRAVEL: Moody's Assigns B1 Rating to Sr. Unsecured Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Allegiant Travel
Company's new $100 million of 5.5% senior unsecured notes ("new
notes"), to be added on to the company's existing $300 million of
senior unsecured notes due July 15, 2019 (together with the new
notes, "the notes"). The Corporate Family Rating is unchanged at
Ba3. The rating outlook is stable.

The proceeds of the notes will be used for general corporate
purposes, likely to include the repayment of debt or for future
liquidity needs. The notes are guaranteed by Allegiant's domestic
subsidiaries, including the airline operating company, Allegiant
Air, LLC and a subsidiary that owns a number of its aircraft,
Sunrise Asset Management, LLC ("Sunrise"). The notes will be
subordinated to secured debt of its subsidiaries, including the
about $286 million of debt of Sunrise secured by aircraft.

Through the first nine months of 2016, revenues grew by 8% and
operating expenses by 7.6%, leading to an 8.8% increase in reported
operating profit to $302 million.

RATINGS RATIONALE

The Ba3 rating reflects Moody's belief that Allegiant will sustain
its industry leading operating margin in upcoming years as it more
than replaces its 49 McDonnell Douglas MD80 aircraft with Airbus
A320 family aircraft (mix of A319s and A320s). Moody's expects
credit metrics to remain supportive of the Ba3 corporate family
rating; however, debt and financial leverage metrics will weaken
because of the investment required for the Airbus aircraft. Moody's
estimates capital outlays of more than $800 million through 2019,
and that the company will use mostly debt to purchase the aircraft.
While the Airbus aircraft cost significantly more than Allegiant's
investment in the MD-80s, the A320 family aircraft have lower
operating cost on a per passenger basis because of fuel and
maintenance savings and higher seat counts on the A320s, versus the
MD80s. The rating also considers that the company will face labor
cost pressures, including from the pilot contract agreed earlier
this year and potentially higher fuel expense.

A record of strong operating cash flow supports the ratings. The
company has maintained CFO to revenue between 18% and 23% since
2013, with a trough of 17% in 2014. These levels have bested the
average for the aggregate of the six other US airlines Moody's
rates by at least seven percentage points during this period. This
performance highlights the benefits of the company's differentiated
passenger airline model. The current lower cost of jet fuel has
meaningfully boosted profitability and incented Allegiant to take
its differentiated, point-to-point scheduled passenger airline
model to more small and mid-size cities, now connecting to 20
leisure destinations across the US. Moody's expects Allegiant to
continue to flex capacity up and down with trends in oil prices and
US economic activity, to maximize its profitability and operating
cash flow through the cycle. Although the investment in the fleet
will significantly increase, the average acquisition cost of the
Airbus aircraft have been, and will be, at levels that the company
believes will allow it to sustain the sharp swings in daily
utilization that have been a cornerstone of its financial
performance to date.

Moody's estimates that Debt to EBITDA will remain below 3.0 times
absent a significant jump in fuel prices. The loans the company
arranges for used Airbus aircraft have typically amortized over
five years. Moody's believes this will continue, which will help
offset upwards pressure on financial leverage from the fleet
replacement strategy. Any upwards pressure from solid metrics is
offset by Moody's belief that the company will continue to return
cash to shareholders, in lieu of less borrowing for aircraft
purchases.

The stable outlook reflects Moody's belief that the resiliency of
the company's business model will allow it to maintain its credit
profile as it replaces and grows the fleet with Airbus narrow-body
aircraft. The ratings could be upgraded if Allegiant sustains its
operating performance, current credit metrics and liquidity while
changing over the fleet. For example, Funds from operations +
Interest to Interest above 7.0 times, Debt to EBITDA below 2.2
times and an operating margin above 15% while adding the Airbus
aircraft. The ratings could be downgraded if growth of the network,
the operation of the Airbus aircraft, or labor cost increases
weaken profitability and credit metrics, such as Funds from
Operations + Interest to Interest of below 4.5 times or Debt to
EBITDA approaching 3.5 times. Larger returns to shareholders that
are debt-funded or cause unrestricted cash to be sustained below
$300 million for more than one quarter could also pressure the
ratings.

Allegiant Travel Company, headquartered in Las Vegas, Nevada,
operates a low-cost passenger airline marketed to leisure travelers
in small and mid-sized cities, selling air travel, hotel rooms,
rental cars and other travel related services on a stand-alone or
bundled basis. Revenue for the 12 months ended September 2016 were
$1.338 billion.

Assignments:

   Issuer: Allegiant Travel Company

   -- Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD5)

The principal methodology used in this rating was Global Passenger
Airlines published in May 2012.


ALLTOUR AMERICA: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Alltour America Transportation,
Inc. as of Nov. 28, according to a court docket.

Alltour America Transportation, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M. D. Fla. Case No.
16-07183) on October 31, 2016.  The petition was signed by Claudio
Cipeda, president.  

At the time of the filing, the Debtor disclosed $1.23 million in
assets and $1.28 million in liabilities.


ALTA MESA: Moody's Places Caa2 CFR Under Review for Upgrade
-----------------------------------------------------------
Moody's Investors Service placed Alta Mesa Holdings, LP's (Alta
Mesa) Caa2 Corporate Family Rating (CFR) and Caa2-PD Probability of
Default Rating (PDR) under review for upgrade and assigned a Caa1
rating to the proposed offering of $450 million of senior unsecured
notes. The Caa1 rating on the proposed notes is conditional on the
closing of the refinancing transaction as proposed. Upon close of
the transaction, Moody's expects the CFR to be upgraded to B3. The
Speculative Grade Liquidity Rating (SGL) was raised to SGL-3 from
SGL-4. The rating outlook is under review.

Proceeds from the proposed notes are expected to be used to
refinance its existing $450 million notes due 2018. On November 10,
2016, Alta Mesa announced it had received $300 million in equity
primarily from BCE-MESA Holdings LLC, an affiliate of Bayou City
Energy Management, LLC, proceeds of which were used to repay its
$125 million second lien term loan and a substantial portion of its
revolver. There is no change to the ratings of the existing notes.
Upon close, the existing notes will be repaid and Moody's will
withdraw their ratings.

"Refinancing of Alta Mesa's notes and the debt reduction from the
equity raise will improve its debt maturity profile, lower interest
costs, and result in a material reduction in leverage" said Moody's
Assistant Vice President, Morris Borenstein. "Moody's expects the
company will increase its production in 2017, while maintaining
capital discipline and controlling its leverage."

Rating Assigned:

   Issuer: Alta Mesa Holdings, LP

   -- $450 million Senior Unsecured Notes due 2024 rated Caa1
      (LGD5);

Ratings under review for upgrade:

   -- Corporate Family Rating at Caa2;

   -- Probability of Default Rating at Caa2-PD;

Rating upgraded:

   -- Speculative Grade Liquidity Rating to SGL-3 from SGL-4;

Outlook action:

   -- Outlook, Changed To Rating Under Review From Negative

RATINGS RATIONALE

The Caa1 rating on the proposed notes reflects Alta Mesa's
concentrated drilling focus in a single basin and small production
profile and proved developed reserve base. In addition to
expectations of increasing production, newly injected equity
primarily used for debt reduction will materially improve credit
metrics into 2017. Alta Mesa's ratings benefit from its large, oily
acreage in the STACK, its improving capital efficiency metrics and
low drilling breakeven costs. Having alleviated its near term
liquidity pressures, Moody's believes the company will increase
drilling in Oklahoma's STACK play in 2017 supported by its joint
development agreement with Bayou City Energy (BCE) to grow STACK
production and offset declining production from Weeks Island.
However, Alta Mesa will be heavily reliant on its revolver to fund
most of its 2017 drilling program. Given the high capital intensity
to increase production, Alta Mesa will need to balance developing
its acreage position with outspending cash flows and controlling
cost inflation in the stack through 2018. Moody's expects the
company to be committed to maintaining capital discipline and
liquidity capacity.

Alta Mesa's SGL-3 Speculative Grade Liquidity Rating reflects
adequate liquidity through 2017. The company has a modest cash
balance and a recently affirmed $300 million revolver. Moody's
expects the company to be heavily reliant on this facility to fund
drilling and acquisition costs. Interest savings from debt
reductions and its proposed refinance will provide a boost to cash
flows beyond 2016. Still, Alta Mesa's ability to meaningfully grow
production will be restricted by its available liquidity given
Moody's believes it will outspend cash flows over the next 12 to 15
months. Moody's expects the company to maintain adequate cushion
under its 4 times total debt to EBITDA ratio and 1 times minimum
current ratio financial maintenance covenants.

Headquartered in Houston, Texas, Alta Mesa Holdings, LP is a
privately owned independent E&P company. The company's operations
are primarily in Oklahoma and Louisiana. Alta Mesa's private equity
partners are Highbridge Principal Strategies LLC and BCE-Mesa
Holdings LLC. Average daily production in the third quarter ended
September 30, 2016 was approximately 20,000 boe/d.

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


ALTA MESA: S&P Raises CCR to 'B-' on Improved Liquidity
-------------------------------------------------------
S&P Global Ratings said that it raised its corporate credit rating
on Houston-based oil and gas E&P company Alta Mesa Holdings L.P. to
'B-' from 'CCC+'.  The rating outlook is stable.

At the same time, S&P raised its issue-level rating on the
company's $450 million senior unsecured notes to 'B-' from 'CCC+'.
The recovery rating remains '3', indicating S&P's expectation for
meaningful (50%-70%; lower half of range) recovery of principal in
the event of a payment default.  S&P will withdraw its ratings on
these notes once they have been repaid in full.

S&P also assigned its 'B-' issue-level and '3' recovery ratings to
the company's proposed $450 million senior unsecured notes due
2024.  The '3' recovery rating indicates S&P's expectation for
meaningful (50%-70%; lower half of range) recovery of principal in
the event of a payment default.

The coissuers of the notes are Alta Mesa Holdings L.P. and Alta
Mesa Finance Services Corp.

"The upgrade follows Alta Mesa's announcement that it used the
proceeds from a recent preferred equity issuance to pay down its
second-lien debt and repay part of the revolving credit facility,"
said S&P Global Ratings' credit analyst Daniel Krauss.  In
conjunction with this, the company has amended its revolving credit
facility and extended the maturity to 2018 from 2017. Additionally,
if the company is able to successfully refinance its existing
senior unsecured notes, this will extend the revolver maturity
until November 2020.  As a result, S&P has revised its liquidity
assessment on the company to adequate from less than adequate and
believe these transactions will eliminate near-term default risks.
S&P expects Alta Mesa to maintain credit measures in line with
S&P's expectations for the rating, including funds from operations
(FFO) to total adjusted debt approaching 12% and debt to EBITDA
above 5x.  S&P's credit measures consolidate the company's debt at
Alta Mesa and its parent High Mesa Inc. and treat preferred equity
as debt.

The corporate credit rating on Alta Mesa reflects S&P's assessment
of the company's business risk profile as vulnerable and its
financial risk profile as highly leveraged.  The rating also
incorporates the company's participation in the competitive and
highly cyclical oil and gas industry, relatively small but growing
reserve and production base, and modest geographic diversity.  The
rating also reflects Alta Mesa's appropriate credit measures for
the rating, S&P's expectation that the company will outspend cash
flows over the next 12 months, and its adequate liquidity.

"The stable outlook reflects our expectation that Alta Mesa will
continue to increase its overall production and reserves,
particularly in the Sooner Trend region, while maintaining
appropriate leverage and adequate liquidity," said Mr. Krauss.  S&P
also expects the company to maintain weighted-average FFO to total
debt approaching 12% and total debt to EBITDA of around 6x on a
sustained basis (S&P treats the preferred equity as debt in our
calculations).  Additionally, S&P expects the company to moderately
outspend cash flows in 2017 and to fund growth using revolver
availability or with additional external capital.

S&P would consider a downgrade over the next 12 months if the
company's leverage deteriorates to levels S&P considers
unsustainable or if its liquidity weakens to a level S&P considers
to be less than adequate.  This scenario could occur if Alta Mesa
significantly outspends its internally generated cash flow or if
commodity prices decline materially.  S&P could also consider a
downgrade if the refinancing transaction doesn't close as expected
and the revolver maturity becomes current.

S&P could raise the corporate credit rating within the next 12
months if Alta Mesa successfully decreases its operating costs,
materially increases production, and improves its percentage of
proved reserves such that S&P could consider revising the business
risk profile assessment to weak from vulnerable.  S&P could also
consider an upgrade if the company generates stronger-than-expected
earnings and free cash flow, leading to a significant improvement
in its credit measures.  Specifically, before considering an
upgrade, S&P would need to believe the company will be able to
maintain FFO to debt well above 12% and debt to EBITDA below 5x,
and gain confidence that its financial policies would continue to
sustain credit metrics at these levels and adequate liquidity.



AMERICAN AIRLINES: Moody's Rates $1BB 7-Year Term Loan 'Ba1'
------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the $1.0
billion, 7-year term loan that American Airlines, Inc. will
arrange. The Corporate Family Rating of American Airlines Group,
Inc. ("AAG") is Ba3. The rating outlook is stable. The proceeds of
the new loan will refinance the company's $970 million term loan B
due in 2019 with any excess used for general corporate purposes.
AAG will guarantee American's obligations under the loan facility.

RATINGS RATIONALE

The Ba3 Corporate Family Rating reflects AAG's position as a
leading US domestic and international passenger airline, with very
good liquidity and most credit metrics reflective of the Ba rating
category. Moody's estimates funded debt to approach $24 billion and
Moody's adjusted debt, $44.5 billion by the end of 2016. Moody's
believes that debt balances are likely to increase above these
levels in 2017 because of: 1) still significant (but decreasing)
capital expenditures for aircraft that are likely to be debt
funded, and 2) its belief that share repurchases will continue to
far exceed free cash flow. Nonetheless, most credit metrics should
remain supportive of the assigned rating through 2017, given
Moody's belief that Brent oil will remain within the range of $40
to $60 per barrel. However, debt-funding of new aircraft, sizeable
share repurchases, higher labor costs and only marginal
improvements in fares during this period will absorb much of the
cushion in credit metrics for the Ba3 rating that existed coming
into 2016.

The stable outlook considers that funded debt and adjusted debt are
not likely to meaningfully decline because of the company's fleet
replacement strategy, which will constrain FCF generation and
prevent improvements in credit metrics in 2017.

The ratings could be downgraded if share repurchases continue to
meaningfully exceed free cash flow, the company's EBITDA margin
approaches 17%, liquidity (including availability on revolving
credit facilities) is less than $5.0 billion or unrestricted cash
is less than $3.5 billion, Debt to EBITDA approaches 5.0 times,
Funds from Operations + Interest to Interest approaches 3.0 times
and Retained Cash Flow to Net Debt approaches 15%, or there is a
sustained increase in the cost of jet fuel that is not offset by
higher fares.

The ratings could face positive pressure from a combination of the
following: AAG reduces funded debt by more than $7 billion to help
reduce financial leverage, unrestricted cash and availability on
revolvers remains above $6.0 billion while adjusted debt remains
above $35 billion, Debt to EBITDA is less than 3.5 times, Funds
from Operations + Interest to Interest is above 5.0 times and the
EBITDA margin is sustained near 25%, positive FCF is sustained near
5% of debt, a majority of which is applied to debt reduction and
AAG applies excess cash to the repayment of debt or buyout of
aircraft leases rather than share repurchases.

American Airlines Group Inc. is the holding company for American
Airlines, Inc. Together with regional partner, operating as
American Eagle, the airlines operate an average of nearly 6,700
flights per day to nearly 350 destinations in more than 50
countries. The company reported revenue of $40 billion in the last
twelve months ended September 30, 2016.

The principal methodology used in this rating was Global Passenger
Airlines published in May 2012.


AMERICAN AIRLINES: S&P Assigns 'BB+' Rating on $1BB Term Loan
-------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '1'
recovery rating to American Airlines Inc.'s $1 billion seven-year
term loan B due 2023.  The '1' recovery rating indicates S&P's
expectation for very high (90%-100%) recovery in a default
scenario.

S&P's 'BB+' issue-level ratings and '1' recovery ratings on
American Airlines' various other term loans and credit facilities
remain unchanged.  The '1' recovery ratings indicate S&P's
expectation for very high (90%-100%) recovery in a default
scenario.

Additionally, S&P's 'BB-' issue-level ratings and '4' recovery
ratings on the senior unsecured debt of American's parent, American
Airlines Group Inc., remain unchanged.  The '4' recovery ratings
indicate S&P's expectation for average (30%-50%; lower half of the
range) recovery in a default scenario.

American Airlines will use the proceeds from the proposed
$1 billion senior secured term loan B to refinance its existing
$970 million term loan B-1, which was originally issued by US
Airways Inc. and matures in May 2019.

The new term loan B will be secured mostly by takeoff and landing
slots at Ronald Reagan Washington National Airport and New York's
LaGuardia Airport.  The cash in a control account that partly
secures the company's existing term loan B-1, which is being
refinanced, will not be part of the collateral for the new term
loan (as it is being replaced, in part, by the LaGuardia slots).

The takeoff and landing slots at Reagan Airport are based on the
regulatory authority of the U.S. Department of Transportation and
such slots have been bought and sold on numerous occasions by U.S.
and other airlines.  They have also been included in the collateral
for many bank credit facilities and other debt obligations.  An
appraisal estimated a current market value (not disclosed) for the
slots based on historical trading prices and other information.
S&P stresses this value to simulate the conditions that would
likely accompany a bankruptcy for American. Notwithstanding the
valuation based on trading prices, S&P believes that the most
likely bankruptcy scenario is a successful reorganization in which
American's lenders receive full payment so that the airline can
continue to use what is an important strategic asset.  American has
the largest presence, by far, at Reagan Airport (more than 50% of
daily flights) based on the number of flight departures by the
airline and its regional partner airlines.

The regulatory situation for the LaGuardia Airport slots is
somewhat different than for the Reagan slots, although the economic
result is similar.  In 2007 the takeoff and landing slots at that
airport were converted into "operating authorizations" as part of a
long-term plan to reallocate some of the slots and encourage
increased competition.  The latter part of the plan was dropped,
but the operating authorizations remain in place and have some
added restrictions relative to the Reagan slots (notwithstanding
that, for simplicity sake S&P will refer to them here as slots).
There have since been various sales and swaps of LaGuardia takeoff
and landing slots, notably including a large deal in 2011 in which
Delta Air Lines Inc. swapped many of its slots at Reagan for US
Airways Inc.'s (now part of American Airlines) slots at LaGuardia,
in addition to subsequent slot sales by American and US Airways
that were required to receive regulatory approval for their merger
in 2013.  The appraised value of the LaGuardia slots is based
mostly on these slot sales, which are within the specific context
of regulatory rulings and waivers. S&P stresses the appraised value
to a slightly greater degree for these LaGuardia slots to reflect
the regulatory differences that could potentially limit the sale of
these slots to a greater extent than for the Reagan slots.  Still,
S&P believes that American would have ample incentive to make
payments on its secured loan in order to maintain control of these
slots in any future bankruptcy reorganization.

The collateral pool also includes smaller amounts of value related
to flight simulators (which are used to train pilots) and real
estate at airports in Philadelphia and Phoenix.

The loan is guaranteed by American's parent, American Airlines
Group Inc., though that guarantee does not add value in S&P's
analysis because it is a senior unsecured obligation and virtually
all of the cash flow generating resources of the consolidated group
are provided by American Airlines.

In S&P's stress scenario, it projects that lenders will receive
high (90%-100%) recovery of their principal and prepetition
interest, resulting in a '1' recovery rating and 'BB+' issue-level
rating, which is two notches higher than S&P's 'BB-' corporate
credit rating on American.

                          RECOVERY ANALYSIS

Key analytical factors

   -- S&P assigned a recovery and issue-level rating to American
      Airlines Inc.'s proposed $1 billion senior secured term loan

      B that refinances its existing term loan B-1, which was
      originally issued by US Airways Inc. and matures in May
      2019.

   -- S&P has completed a review of the recovery analysis and its
      issue-level ratings with regard to American Airlines Group's

      other senior secured revolving and term loan agreements and
      are maintaining S&P's recovery and issue-level ratings on
      those facilities and the senior unsecured notes.

   -- S&P has valued the company on a discrete asset basis as a
      going concern.

   -- S&P's valuations reflect its estimate of the value of the
      various assets at default based on market appraisals as
      adjusted for expected realizations rates in a distressed
      scenario.

Simulated default and valuation assumptions

   -- Simulated year of default: 2020

Simplified waterfall

   -- Net enterprise value (after 5% admin. costs):
      $21.470 billion

   -- Valuation split in (obligors/nonobligors): 95%/5%

   -- Value available to first-lien debt claims (collateral):
      $20.397 billion

   -- Secured first-lien debt claims: $17.196 billion

   -- Recovery expectations: 90%-100%

   -- Total value available to unsecured claims: $3.759 billion

   -- Senior unsecured debt/pari passu unsecured claims: $1.282
      billion/$9.586 billion

   -- 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 nonobligors after nonobligor debt.

RATINGS LIST

American Airlines Inc.
American Airlines Group Inc.
Corporate Credit Rating             BB-/Stable/--

Ratings Assigned

American Airlines Inc.
Senior Secured
  $1B Trm Ln B Due 2023              BB+
  Recovery Rating                    1


AMERICAN POWER: Issues $200,000 Unsecured Note to Matthew Steenwyk
------------------------------------------------------------------
American Power Group, Inc., entered into unsecured promissory note
with the Matthew Donald Van Steenwyk GST Trust, an entity
associated with one of the Company's Board of Directors in the
amount of $200,000.  The note bears simple interest at the rate of
10% per annum and will become due and payable on Nov. 18, 2017, and
may be prepaid at any time, as disclosed in a regulatory filing
with the Securities and Exchange Commission.

                   About American Power Group

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

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

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

"As of June 30, 2016, we had $434,894 in cash, cash equivalents and
restricted certificates of deposit and a working capital deficit of
$2,617,097.  The accompanying financial statements have been
prepared on a basis that assumes we will continue as a going
concern and that contemplates the continuity of operations,
realization of assets and the satisfaction of liabilities and
commitments in the normal course of business.  We continue to incur
recurring losses from operations, which raises substantial doubt
about our ability to continue as a going concern unless we secure
additional capital to fund our operations as well as implement
initiatives to reduce our cash burn in light of lower
diesel/natural gas price spreads and the impact it has had on our
business as well as the slower than anticipated ramp of our flare
capture and recovery business.  The accompanying financial
statements do not include any adjustments that might result from
the outcome of the uncertainty," as disclosed in the quarterly
report for the period ended June 30, 2016.


API HEAT: S&P Lowers CCR to 'CCC+' on End-Market Weakness
---------------------------------------------------------
S&P Global Ratings said that it has downgraded Buffalo, N.Y.-based
API Heat Transfer Co. to 'CCC+' from 'B-'.  The outlook is
negative.

At the same time, S&P lowered its issue-level ratings on operating
subsidiary API Heat Transfer ThermaSys Corp.'s $265 million senior
secured term loan and $35 million revolving credit facility to
'CCC+' from 'B-'.  The '3' recovery ratings remain unchanged,
indicating S&P's expectation for meaningful (50%-70%; upper half of
the range) recovery in a payment default scenario.

"The downgrade reflects our expectation that API's credit measures
will remain weak in 2017 as it continues to deal with the
challenging demand conditions in its oil and gas and electric power
generation end markets," said S&P Global credit analyst Christopher
Corey.  The company has been negatively affected by the sustained
weak oil prices and reduced demand from the largest customers in
its Air Cooled Group, API's largest segment by revenue (orders from
these customers comprised roughly 20% of API's sales in 2015).  Low
commodity prices and persistent weakness in the mining industry
have reduced the demand for some of API's electric power generation
products.  Because of this, the company's earnings have remained
weaker than S&P expected in recent quarters.  S&P estimates that
delayed bookings and lower sales volumes from the company's key
customers caused API's sales to decline by about 15% year-to-date
as of September 2016, which has worsened its already weak credit
metrics.  Specifically, API's trailing 12 month debt-to-EBITDA
metric increased to 12x as of Sept. 30, 2016, from 10x as of Dec.
31, 2015.  Although S&P expects the company's operating performance
to begin to recover in 2017, supported by management's continued
cost-cutting efforts, S&P believes that API's debt-to-EBITDA metric
will remain high at about 9.5x over the next 12-18 months.

The negative outlook on API reflects S&P's expectation that the
company's leverage will remain elevated at close to 10x and that
its liquidity will remain constrained over the next year.  In
addition, a worse-than-expected level of cash flow generation could
lead the company to increase the borrowings under its revolving
credit facility to fund its required debt service, which may leave
API unable to meet the springing financial covenant under the
facility.

S&P could lower its rating on API if the company is unable to meet
its financial covenants due to a higher-than-expected draw under
its revolving credit facility following a more prolonged downturn
in the company's end markets that further erodes its operating
performance and results in sustained negative free cash generation
with no prospects for improvement.  Additionally, if API is unable
to refinance its revolving credit facility due May 2018 it would
further constrain the company's liquidity and challenge its ability
to continue to meet its debt payments, which would likely lead S&P
to lower its rating.

Although unlikely over the next year, S&P could revise its outlook
on API to stable if the company is able to meaningfully improve its
liquidity such that it is able to satisfy its ongoing debt
obligations using internally generated cash flow and improve its
covenant headroom, which will provide it with greater access to its
revolver.



APTEAN INC: S&P Affirms 'B' CCR on Dividend Recap
-------------------------------------------------
S&P Global Ratings said it has affirmed its 'B' corporate credit
rating on Alpharetta, GA–based Aptean Inc.  The outlook is
stable.

At the same time, S&P assigned its 'B' issue-level rating with a
recovery rating of '3' to the company's proposed $70 million
revolving credit facility and $470 million senior secured
first-lien term loan B.  The '3' recovery rating indicates S&P's
expectation for meaningful (50% to 70%, lower half of the range)
recovery of principal in the event of a default.  S&P also assigned
a 'CCC+' issue-level rating with a '6' recovery rating to the
proposed $190 million senior secured second-lien term loan B. The
'6' recovery rating indicates S&P's expectation for negligible (0%
to 10%) recovery of principal in the event of a default.

"The ratings reflect our view of Aptean's adjusted leverage in the
low 7x area following the dividend recapitalization, and our
projection that leverage will improve to the low 6x area over the
next 12 months as a result of lower operating expenses and
synergies from these recent acquisitions," said S&P Global Ratings
credit analyst Minesh Shilotri.

The stable outlook reflects Aptean's good recurring revenue and
customer renewal rates, as well as improving operating margins and
EBITDA.



AVACEND INC: Wants Plan Filing Period Extended to April 19
----------------------------------------------------------
Avacend, Inc. asks the U.S. Bankruptcy Court for the Northern
District of Georgia to extend its exclusive period to file a Plan
of Reorganization from January 19, 2017 to April 19, 2017.  

The Debtor also asks the Court to extend its exclusive period to
solicit acceptances to its Plan to May 19, 2017.

The Debtor tells the Court that it is still attempting to negotiate
a plan with its major creditors.

The Debtor's Motion is scheduled for hearing on January 5, 2017 at
11:00 a.m.

                   About Avacend, Inc.

Avacend, Inc. filed a Chapter 11 petition (Bankr. N.D. Ga. Case No.
16-66654), on September 21, 2016.  The petition was signed by
Kanchana Raman, authorized representative.  The Debtor is
represented by William A. Rountree, Esq. at Macey, Wilensky &
Hennings, LLC.  At the time of filing, the Debtor estimated assets
at $1 million to $10 million and liabilities at $1 million to $10
million.  

A copy of the Debtor's list of 20 unsecured creditors is available
for free at http://bankrupt.com/misc/ganb16-66654.pdf


B & B FAMILY: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: B & B Family, Incorporated
           aka Oggi's Apple Valley
           aka Oggi's Apple Valley Pizza
           aka B&B Family, Inc.
           aka Oggi's
           dba Oggi's Pizza & Brewing Company
           aka Apple Valley Oggi's Pizza & Brewing Company
        19237 Estancia Way
        Apple Valley, CA 92308

Case No.: 16-19993

Chapter 11 Petition Date: November 10, 2016

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Hon. Mark D. Houle

Debtor's Counsel: Clement Cheng, Esq.
                  NEWHOPE LAW, PC
                  17220 Newhope Steet, #127
                  Fountain Valley, CA 92708
                  Tel: 714-825-0555
                  Fax: 714-825-0558
                  E-mail: law@clemcheng.com

                     - and -

                  Todd L Turoci, Esq.
                  THE TUROCI FIRM
                  3845 Tenth Street
                  Riverside, CA 92501
                  Tel: 951-784-1678
                  Fax: 866-762-0618
                  E-mail: mail@theturocifirm.com

Total Assets: $114,662

Total Liabilities: $1.10 million

The petition was signed by Randall Richey, secretary.

A copy of the Debtor's list of 18 largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb16-19993.pdf


BAVARIA YACHTS: Hires Robert Allen Law as Special Counsel
---------------------------------------------------------
Bavaria Yachts USA, LLLP seeks authorization from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Robert Allen Law as special counsel, nunc pro tunc to the Petition
Date, for matters related to Bavaria Yachtbau GmbH.

Prior to the petition date, the Debtor employed RAL for purposes
regarding its issues involving and claims by and against Bavaria
Yachtbau, GmbH. The Debtor's business is selling new boats
manufactured by Bavaria Yachtbau and used boats.

RAL lawyer and professionals who will work on the Debtor's case and
their hourly rates are:

        Alexander Dombrowsky            $450
        Associate Attorneys             $350
        Legal Assistants                $125            

Mr. Dombrowsky and the RAL Firm have performed services for the
Debtor pre-petition on this matter. The Firm is owed $14,897.19 for
pre-petition services related to the same issues for which the
employment is sought.

Mr. Dombrowsky, Esq., member of the law firm of Robert Allen Law,
assured the Court that the firm does not represent any interest
adverse to the Debtor and its estates.

RAL may be reached at:

      Alexander Dombrowsky, Esq.
      Robert Allen Law
      The Four Seasons Office Tower
      1441 Brickell Avenue, Suite 1400
      Miami, Fl 33131
      Phone: 305.372.3300
      Fax: 305.379.7018
      E-mail: adombrosky@robertallenlaw.com

                    About Bavaria Yachts USA

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

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


BELLA SPOSA: Case Summary & Two Unsecured Creditors
---------------------------------------------------
Debtor: Bella Sposa, LLC
        8601 Canyon View Drive
        Las Vegas, NV 89117

Case No.: 16-15869

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: November 1, 2016

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. August B. Landis

Debtor's Counsel: Leo P Flangas, Esq.
                  600 S 3rd St
                  Las Vegas, NV 89101
                  Tel: (702) 384-1990
                  Fax: (702) 384-1009
                  E-mail: leo@flangaslawoffice.com

Scheduled Assets: $825,000

Scheduled Liabilities: $4.46 million

The petition was signed by Nadine E. Villareale, manager.

A copy of the Debtor's list of 2 unsecured creditors is available
for free at http://bankrupt.com/misc/nvb16-15869.pdf


BENNU OIL: Shutters Operations, Files for Ch.7 Bankruptcy
---------------------------------------------------------
Bennu Oil and Gas LLC filed a voluntary Chapter 7 bankruptcy in
Texas on Nov. 30, 2016, saying it has shuttered operations.

Jess Krochtengel, writing for Bankruptcy Law360, reported that
Bennu said in court filings it has about $32.5 million in assets,
and a total of $727 million in liabilities.  The bulk of that --
$495 million -- is owed to creditors whose claims are secured by
property, it said.  There's also less than $300,000 in priority
unsecured claims and about $229 million in nonpriority unsecured
claims.

Bennu on Nov. 1, 2013, completed its approximately $700 million
acquisition of all the Gulf of Mexico oil and gas assets of ATP Oil
& Gas Corporation.  The transaction was effected pursuant to a
"credit bid" under section 363 of the Bankruptcy Code.  Bennu was
formed by the lenders under ATP's debtor‑in‑possession (DIP)
credit facility to effect the acquisition.

Cravath, Swaine & Moore LLP  represented Credit Suisse AG
throughout ATP's bankruptcy case in its capacity as administrative
agent under ATP's DIP facility (including in connection with
various litigation matters relating to the case), as well in
connection with Credit Suisse's arrangement of a $350 million
credit facility provided to Bennu to finance the acquisition and
related transactions.

Bennu Titan LLC, fka ATP Titan LLC, an affiliate of Bennu Oil &
Gas, was placed under bankruptcy protection a few months ago.  Beal
Bank USA and CLMG Corp. filed an involuntary Chapter 11 petition
against Texas-based Bennu Titan (Bankr. D. Del. Case No. 16-11870)
on August 11, 2016.   The Bankruptcy Court entered an order for
relief on September 9, 2016.  The petitioning creditors are
represented by Michael J. Farnan, Esq., and Joseph J. Farnan, Esq.,
at Farnan LLP and Thomas E. Lauria, Esq., at White & Case LLP.

Bennu Titan LLC has tapped Ashby & Geddes, P.A. as bankruptcy
counsel.

Beal Bank and CLMG have sought appointment of a Chapter 11 Trustee.


BIODATA MEDICAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: BioData Medical Laboratories, Inc.
        5494 E Arrow Hwy.
        Montclair, CA 91763

Case No.: 16-20446

Nature of Business: Health Care

Chapter 11 Petition Date: November 28, 2016

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Hon. Mark S Wallace

Debtor's Counsel: Robert M Yaspan, Esq.
                  LAW OFFICES OF ROBERT M YASPAN
                  21700 Oxnard St Ste 1750
                  Woodland Hills, CA 91367
                  Tel: 818-905-7711
                  Fax: 818-501-7711
                  E-mail: court@yaspanlaw.com
                          RYaspan@YaspanLaw.com

Total Assets: $2.23 million

Total Liabilities: $5.90 million

The petition was signed by Henry Wallach, CEO.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb16-20446.pdf


BLANKENSHIP FARMS: Wants Plan Exclusivity Extended Until Jan. 31
----------------------------------------------------------------
Blankenship Farms, LP asks the U.S. Bankruptcy Court for the
Western District of Tennessee to extend the exclusive periods
within which only the Debtor may file a plan of reorganization
until January 31, 2017, and obtain acceptance of a plan through
March 30, 2017.

The Debtor is engaged in the farming business with row crops and
cattle operations.  The Debtor needs additional time to formulate
its disclosure statement and chapter 11 plan of reorganization
because its farming operations are currently ongoing and the 2016
crop of soybeans is currently being harvested.  The Debtor contends
that 2016 crop will provide a benefit to the bankruptcy estate
after the 2016 Crop Loan with ARM is repaid.

Furthermore, the Debtor relates that it has been in negotiations
with the significant secured creditors in this case, including John
Deere Financial, CNH Capital America, Tennessee Farmers
Cooperative, and Farm Credit MidAmerica, FLCA, and will be in a
position to formulate a chapter 11 plan after harvest and repayment
of the 2016 Crop Loan with ARM on January 15, 2016.

                     About Blankenship Farms

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

The Debtor employs Adam Vandiver of Vandiver Enterprises, LLC, as a
Farm Equipment Appraiser; and hires Brasher Accounting, as
Accountant.

No trustee or examiner has been appointed, and no official
committee of creditors or equity interest holders has yet been
established.


BOOK REVIEW: Competition, Regulation, and Rationing
---------------------------------------------------
Author:     Greenberg, Warren
Publisher:  Beard Group
Paperback:  188 pages
List Price: $34.95
Review by:  Gail Hoelscher

Order a personal copy today at http://is.gd/3sdhDD

This book is fundamental reading for those involved directly in
health care as well as those interested and concerned about the
past, present and future of the health care industry in the United
States. Originally published in 1990, Warren Greenberg examined
the U.S. health care sector over the period 1960-1988 using
standard industrial organization economic analysis. He looked at
regulation and competition, antitrust elements, technology, and
rationing, as well as pricing behavior and advertising. Although
some experts claimed the health care industry to be unique and
outside the purview of such analysis, Dr. Greenberg demonstrated
that all industries differ in their own ways, but nonetheless can
be analyzed using these techniques.

Dr. Greenberg's first goal in writing this book was to educate the
layperson about the economics of the health care industry.
Economists have pointed out two major potential differences
between health care and other sectors of the economy: uncertainty
of demand and imperfect and imbalanced information on the part of
providers and consumers. Dr. Greenberg agrees with the first and
less so with the second. Obviously, the timing, extent and length
of future illness and the demand for medical services are
impossible to know. A good deal of the consumer's uncertainty is
smoothed over by health insurance. The uncertainty for insurance
companies in the sector is somewhat different than that for other
industries: while consumers commonly seek more health care than
they would if they were not covered, it is rare for someone to
burn down his own home just to collect the insurance. With regard
to the imbalance in information, physicians do indeed know more
about a particular illness and treatment than the average
potential patient, but Dr. Greenberg asks how that differs from
plumbing, law and accounting!

Dr. Greenberg identified and described the industries that make up
the health care sector: medical services, hospitals, insurance,
and long-term care. He explored market failures and imperfections
in each and detailed some of the measures government has taken to
correct these imperfections. For example, he described the efforts
of the federal government to force competition in the medical
services field and how barriers to entry imposed by physicians'
lobbies to limit the number of physicians in practice were lifted,
physicians were permitted to advertise, and restrictions on the
services of nonphysicians were eased. He recounted efforts to
require hospitals to disclose information on mortality rates,
infections, and medical complications.

Dr. Greenberg's second goal in writing the book was to consider
policy options. Although he claims skepticism of regulation (after
working for the federal government), he believes that ongoing
efforts to devise a more efficient and equitable health care
system will require more competition, regulation, and rationing.
He examined the Canadian, British and Dutch systems, so
fascinating and different from ours, and found the Dutch system
the least regulatory and most equitable.

This book is a primer on the health care industry. Dr. Greenberg
explains economic terms in a straightforward and clear way without
condescension and takes the reader way beyond Economics 101.
Although the sector has changed significantly since this book was
published, Dr. Greenberg's analysis of the past offers valuable
insight into why our system evolved the way it did and what
direction it might take in future.


BPS US HOLDINGS: Hires Alvarez & Marsal's Brian Fox as CRO
----------------------------------------------------------
BPS US Holdings, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Alvarez &
Marsal North America, LLC to provide Brian J. Fox as CRO to the
Debtors.

BPS US Holdings requires Alvarez & Marsal and Brian J. Fox to:

   (a) assist the CEO and other Company engaged professionals in
       developing for the Board's review possible restructuring
       plans or strategic alternatives for maximizing the
       enterprise value of the Company;

   (b) assist with the Debtors' communications with creditors and
       potential investors with respect to the Debtors' financial
       and operational matters;

   (c) assist the Debtor in the preparation of financial related
       disclosures required by the U.S. bankruptcy court having
       jurisdiction over PSG's Chapter 11 Cases (the "Bankruptcy
       Court"), including the Schedules of Assets and
       Liabilities, the Statement of Financial Affairs, and
       Monthly Operating Reports;

   (d) assist the Debtor in the preparation of financial related
       disclosures required by the Canadian court having
       jurisdiction over the CCAA process;

   (e) assist the Debtor and their counsel in the preparation of
       motions, pleadings, and other activities and Court
       materials necessary to implement a Chapter 11 filing and
       CCAA filing, if required;

   (f) assist the Debtors with information and analyses required
       pursuant to the Debtors' Debtor-In-Possession financing
       including, but not limited to, preparation for hearings
       regarding the use of cash collateral and DIP financing;

   (g) provide advisory assistance in connection with the
       development and implementation of key employee incentives
       and other critical employee benefit programs;

   (h) assist with the identification of executory contracts and
       leases and performance of cost/benefit evaluations with
       respect to the assumption or rejection/disclaimer of each;

   (i) assist the Debtor in the preparation of financial
       information for distribution to creditors and others,
       including, but not limited to, cash flow projections and
       budgets, cash receipts and disbursement analysis, analysis
       of various asset and liability accounts, and analysis of
       proposed transactions for which Court approval is sought;

   (j) attend meetings and assist in discussions with potential
       investors, banks and other secured lenders, the Creditors'
       Committee appointed in these Chapter 11 Cases, the U.S.
       Trustee, the CCAA Monitor, other parties in interest, and
       professionals hired by the same, as requested;

   (k) analyze creditor claims by type, entity, and individual
       claim, including assistance with development of a database
       to track such claims;

   (l) if requested, assist in the evaluation and analysis of
       avoidance actions, including fraudulent conveyances and
       preferential transfers;

   (m) provide testimony with respect to financial and
       Restructuring matters, as requested;

   (n) assist the Debtors and their counsel in preparing plans,
       disclosure statements, and other Court materials and
       pleadings; and

   (o) perform other services as requested or directed by
       the Company's board of the directors or other
       Company personnel as authorized by the Board,
       and agreed to by Alvarez & Marsal, that is not
       duplicative of work performed by other retained
       professionals of the Debtors.

Alvarez & Marsal will be paid at these hourly rates:

   Restructuring

     Managing Directors $775-950
     Directors  $600-750
     Analysts/Associates $375-575

   Claims Management Services

     Managing Directors $675-775
     Directors  $500-650
     Analysts/Consultants $325-500

Alvarez & Marsal will be paid a retainer in the amount of
$350,000.

Alvarez & Marsal will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Brian J. Fox, member of Alvarez & Marsal North America, LLC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and (a)
are not creditors, equity security holders or insiders of the
Debtor; (b) have not been, within two years before the date of the
filing of the Debtor's chapter 11 petition, directors, officers or
employees of the Debtor; and (c) do not have an interest materially
adverse to the interest of the estate or of any class of creditors
or equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtor, or
for any other reason.

Alvarez & Marsal can be reached at:

     Brian J. Fox
     ALVAREZ & MARSAL NORTH AMERICA, LLC
     1760 SEPTA Market-Frankford Line, Suite 706
     Philadelphia, PA 19103
     Tel: (267) 507-3100

                       About BPS US Holdings

Exeter, N.H.-based Performance Sports Group Ltd. (NYSE: PSG) (TSX:
PSG) -- http://www.PerformanceSportsGroup.com/-- is a developer
and manufacturer of ice hockey, roller hockey, lacrosse, baseball
and softball sports equipment, as well as related apparel and
soccer apparel. Its products are marketed under the BAUER, MISSION,
MAVERIK, CASCADE, INARIA, COMBAT and EASTON brand names and are
distributed by sales representatives and independent distributors
throughout the world. In addition, the Company distributes its
hockey products through its Burlington, Massachusetts and
Bloomington, Minnesota Own The Moment Hockey Experience retail
stores.

On Oct. 31, 2016, Performance Sports Group Ltd. and certain of its
affiliates have filed voluntary petitions under Chapter 11 of the
Bankruptcy Code in the District of Delaware and commenced
proceedings under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice.

The U.S. Debtors are: BPS US Holdings Inc.; Bauer Hockey, Inc.;
Easton Baseball/Softball Inc.; Bauer Hockey Retail Inc.; Bauer
Performance Sports Uniforms Inc.; Performance Lacrosse Group Inc.;
BPS Diamond Sports Inc.; and PSG Innovation Inc.

The Canadian Debtors are: Performance Sports Group Ltd.; KBAU
Holdings Canada, Inc.; Bauer Hockey Retail Corp.; Easton Baseball
/Softball Corp.; PSG Innovation Corp. Bauer Hockey Corp.; BPS
Canada Intermediate Corp.; BPS Diamond Sports Corp.; Bauer
Performance Sports Uniforms Corp.; and Performance Lacrosse Group
Corp.

The Debtors have hired Paul, Weiss, Rifkind, Wharton & Garrison LLP
as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel;
Stikeman Elliott LLP as Canadian legal counsel; Centerview LLP as
investment banker to the special committee; Alvarez & Marsal North
America, LLC, as restructuring advisor; Joele Frank, Wilkinson,
Brimmer, Katcher as communications & relations advisor; KPMG LLP as
auditors; Ernst & Young LLP as CCAA monitor; and Prime Clerk LLC as
notice, claims, solicitation and balloting agent.



BPS US HOLDINGS: Hires Centerview as Investment Banker
------------------------------------------------------
BPS US Holdings, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Centerview
Partners LLC as investment banker to the Debtors to provide these
serves:

   General Financial Advisory and Investment Banking Services

     a. review the Debtors' financial condition and outlook;

     b. assist in the development of financial data and
        presentations to the Special Committee of the Debtors'
        Board of Directors (the "Special Committee"), the Board
        of Directors of the Debtors, the Debtors' management and
        the Debtors' other advisors;

     c. evaluate the Debtors' debt capacity and alternative
        capital structures;

     d. participate in negotiations among the Debtors, and
        related creditors, suppliers, lessors and other
        interested parties with respect to any of the
        transactions contemplated under the Engagement Agreement;
        and

     e. perform such other financial advisory services as may be
        specifically agreed upon in writing by the Special
        Committee and Centerview.

   Restructuring Services

     a. analyze various Restructuring scenarios and the potential
        impact of these scenarios on the value of the Debtors;
        and the recoveries of those stakeholders impacted by any
        Restructuring;

     b. provide financial and valuation advice and assistance to
        the Special Committee in developing and seeking approval
        of any chapter 11 plan (as the same may be modified from
        time to time, a "Plan");

     c. provide financial advice and assistance to the Special
        Committee in structuring any new securities to be issued
        pursuant to any Restructuring;

     d. assist the Special Committee and/or participate in
        negotiations with entities or groups affected by any
        Restructuring; and

     e. if requested by the Special Committee, participate in
        hearings before the Court or the Canadian Court with
        respect to the matters upon which Centerview has provided
        advice, including, as relevant, coordinating with
        the Debtors' counsel with respect to testimony in
        connection therewith.

   Financing Services

     a. provide financial advice and assistance to the Special
        Committee in structuring and effecting a Financing,
        identifying potential Investors and at the Special
        Committee's request, contacting such Investors; and

     b. assist in the arranging of a Financing, the due diligence
        process and negotiating the terms of any proposed
        Financing.

   Sale Services

     a provide financial advice and assistance to the Special
       Committee in connection with a Sale, identifying potential
       acquirers and, at the Special Committee's request,
       contacting such potential acquirers; and

     b. assist the Special Committee and/or participate in
        negotiations with potential acquirers.

Centerview will be paid as follows:

   Monthly Advisory Fee

     (a) A monthly financial advisory fee of $150,000 (the
         "Monthly Advisory Fee"), the first of which was paid by
         the Debtors upon execution of the Agreement, and which
         is thereafter due on each monthly anniversary thereof
         during the term of the Engagement Agreement.

     (b) The amount of any Monthly Advisory Fee paid to
         Centerview after the first three months of the term of
         the Engagement Agreement will be 50% credited (but only
         once) against any Restructuring Fee or Sale Fee (each as
         defined below) payable to Centerview under the terms of
         the Engagement Agreement.

   Amendment Fee

     (a)  If at any time during the term of the Engagement
          Agreement the Debtors consummate any material
          modification or amendments to the terms, conditions or
          covenants of the Debtors' secured term loan and asset-
          based revolving credit facilities or other credit
          facilities (an "Amendment"), Centerview shall be
          entitled to receive an amendment fee, contingent upon
          the consummation of an Amendment and payable at the
          closing thereof equal to $2,000,000 (the "Amendment
          Fee").

     (b) The amount of any Amendment Fee paid to Centerview will
         be 100% credited (but only once) against any
         Restructuring Fee or Sale Fee payable to Centerview
         under the terms of the Engagement Agreement.

   Restructuring Fee

     (a) If at any time during the term of the Engagement
         Agreement, or within the eighteen full months following
         the termination thereof (the "Tail Period") other than a
         termination by Centerview or a termination by the
         Special Committee for Cause 7 (the term of the
         Engagement Agreement, together with the Tail Period, the
         "Fee Period"), the Debtors consummate any Restructuring,
         8 Centerview shall be entitled to receive a
         restructuring fee (a "Restructuring Fee"), contingent
         upon the consummation of a Restructuring and payable at
         the closing thereof equal to $5,000,000.

   Sale Fee

     (a) If at any time during the Fee Period, the Debtors
         consummate any Sale, the Debtors shall pay Centerview a
         sale fee (a "Sale Fee") equal to 1% of the Aggregate
         Consideration (as such term is defined in the Engagement
         Agreement). Such Sale Fee shall be contingent upon the
         consummation of a Sale and payable at the closing
         thereof.

     (b) If fees are payable under both 2(c) (Restructuring Fee)
         and 2(d) (Sale Fee) of the Engagement Agreement, only
         the higher of the two shall be payable.

   Financing Fee

     (a) If at any time during the Fee Period, the Debtors
         consummate any Financing, the Debtors will pay to
         Centerview the following:

       (i) 0.5% of the aggregate amount of financing commitments
           of any indebtedness (including any debtor-in-
           possession financing) issued to Sagard Capital
           Partners, L.P. and/or Power Corporation of Canada
           and/or their respective affiliates, and any non-
           institutional investors associated with Sagard Capital
           Partners, L.P. or Power Corporation of Canada and/or
           their respective affiliates (collectively, the "Listed
           Investors");

       (ii) 1% of the aggregate amount of financing commitments
            of any indebtedness (including any debtor-in-
            possession financing) issued to investor(s) other
            than Listed Investors;

       (iii) 1.5% of the aggregate amount of financing
             commitments of any equity or equity-linked
             securities or obligations issued to Listed
             Investors;

       (iv) 3% of the aggregate amount of financing commitments
            of any equity or equity-linked securities or
            obligations issued to investor(s) other than Listed
            Investors; and

       (v) 50% of financing fees, other than debtor-in-possession
           Financing fees, shall be credited against any
           Restructuring Fee or Sale Fee payable to Centerview.

The total of all fees payable to Centerview Partners shall not
exceed $8,000,000.

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

Mark Puntus, member of Centerview Partners, LLC, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and (a) are not creditors,
equity security holders or insiders of the Debtor; (b) have not
been, within two years before the date of the filing of the
Debtor's chapter 11 petition, directors, officers or employees of
the Debtor; and (c) do not have an interest materially adverse to
the interest of the estate or of any class of creditors or equity
security holders, by reason of any direct or indirect relationship
to, connection with, or interest in, the Debtor, or for any other
reason.

Centerview Partners can be reached at:

     Mark Puntus
     CENTERVIEW PARTNERS, LLC
     31 West 52nd Street
     New York, NY 10019
     Tel: (212) 380-2650

                       About BPS US Holdings

Exeter, N.H.-based Performance Sports Group Ltd. (NYSE: PSG) (TSX:
PSG) -- http://www.PerformanceSportsGroup.com/-- is a developer
and manufacturer of ice hockey, roller hockey, lacrosse, baseball
and softball sports equipment, as well as related apparel and
soccer apparel. Its products are marketed under the BAUER, MISSION,
MAVERIK, CASCADE, INARIA, COMBAT and EASTON brand names and are
distributed by sales representatives and independent distributors
throughout the world. In addition, the Company distributes its
hockey products through its Burlington, Massachusetts and
Bloomington, Minnesota Own The Moment Hockey Experience retail
stores.

On Oct. 31, 2016, Performance Sports Group Ltd. and certain of its
affiliates have filed voluntary petitions under Chapter 11 of the
Bankruptcy Code in the District of Delaware and commenced
proceedings under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice.

The U.S. Debtors are: BPS US Holdings Inc.; Bauer Hockey, Inc.;
Easton Baseball/Softball Inc.; Bauer Hockey Retail Inc.; Bauer
Performance Sports Uniforms Inc.; Performance Lacrosse Group Inc.;
BPS Diamond Sports Inc.; and PSG Innovation Inc.

The Canadian Debtors are: Performance Sports Group Ltd.; KBAU
Holdings Canada, Inc.; Bauer Hockey Retail Corp.; Easton Baseball
/Softball Corp.; PSG Innovation Corp. Bauer Hockey Corp.; BPS
Canada Intermediate Corp.; BPS Diamond Sports Corp.; Bauer
Performance Sports Uniforms Corp.; and Performance Lacrosse Group
Corp.

The Debtors have hired Paul, Weiss, Rifkind, Wharton & Garrison LLP
as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel;
Stikeman Elliott LLP as Canadian legal counsel; Centerview LLP as
investment banker to the special committee; Alvarez & Marsal North
America, LLC, as restructuring advisor; Joele Frank, Wilkinson,
Brimmer, Katcher as communications & relations advisor; KPMG LLP as
auditors; Ernst & Young LLP as CCAA monitor; and Prime Clerk LLC as
notice, claims, solicitation and balloting agent.



CAL DIVE: Court Orders Enforcement of July 24 Sale Order
--------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court issued
an order approving Cal Dive International's motion to authorize and
enforce the Court's July 24, 2015 sale order and the terms of the
related acquisition agreement by and among Cal Dive International
PTE and Cal Dive Offshore Contractors, on the one hand, and
purchaser Shelf Subsea Services PTE, on the other hand. As
previously reported, "Shelf Subsea breached the terms of the Sale
Order and Acquisition Agreement by failing to remit to the Debtors
the required percentage of a fund retention (the 'Chevron
Retention') that was received by Shelf Subsea from Chevron
Australia ('Chevron Australia'). Accordingly, the Debtors
respectfully move the Court for an order (i) enforcing the Sale
Order and (ii) requiring immediate payment of 75% of the Chevron
Retention received by the Purchaser to the Debtors in accordance
with the terms of the Acquisition Agreement. The Debtors understand
that, to date, Shelf Subsea has received payment of A$893,195.65
from Chevron Australia relating to the Chevron Retention. Pursuant
to the terms of the Acquisition Agreement, Shelf Subsea is
obligated to turn over seventy-five percent of that amount to the
Debtors, A$669,896.74. Despite the Debtors' repeated requests,
Shelf Subsea has failed to do so and thus is in breach of the
Acquisition Agreement and the Sale Order. Despite repeated requests
for payment of the amount owed under the Acquisition Agreement,
however, Shelf Subsea has not remitted the required funds to the
Debtors."

                        About Cal Dive

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

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

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

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

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

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



CANADIAN ENERGY: DBRS Confirms 'B' Issuer Rating
------------------------------------------------
DBRS Limited confirmed the Issuer Rating and the Senior Unsecured
Notes (the Notes) rating of Canadian Energy Services & Technology
Corp. (CES or the Company) at B and maintained the trends at
Stable. The recovery rating for the Notes remains unchanged at RR4.
The rating confirmation reflects (1) a modestly improving business
environment with increased activity levels in Q3 2016; (2) cost
reduction measures undertaken by the Company, especially in its
drilling fluids segment; (3) increasing market share in the
production and specialty chemical segment in both the United States
and Canada; and (4) adequate liquidity factoring low-maintenance
capital expenditure (capex) requirements and the absence of
near-term debt maturities.

DBRS believes that the financial profile of the Company, which had
deteriorated significantly over the last year leading to a rating
downgrade in October 2016 (see DBRS press release from October 26,
2016, “DBRS Comments on Downgrade of Canadian Energy Services &
Technology Corp.'s Ratings”), has now stabilized. CES is expected
to benefit from the acquisition of the Production and Specialty
chemical assets of Catalyst Oilfield Services, LLC. (Catalyst),
which it concluded in August 2016. DBRS expects the Production and
Specialty Chemical segment (Production and Specialty Chemicals),
which has relatively more stable demand and stronger margins
compared with CES's Drilling Fluids segment (Drilling Fluids), will
account for an increasing proportion of the Company’s
consolidated earnings and operating cash flow because of the
Catalyst acquisition. The Company’s drilling fluids business,
which was underperforming in the first half of 2016, has also
experienced higher activity levels in Q3 2016 and, with the
implementation of cost reduction measures, is operating above its
fixed cost base. The drilling fluid business also has a strong
presence in the Permian Basin, one of the most active basins in the
United States. CES’s liquidity position is deemed adequate with a
cash balance of $23 million and no draws under its committed senior
credit facility (the Credit Facility) of $150 million as at
September 30, 2016. The Credit Facility matures in September 2018
and the Company has received a relaxation of the financial
covenants applicable on the Credit Facility. CES also benefits from
an absence of near-term debt maturities with the Notes maturing in
April 2020.

CES’s lease adjusted debt-to-cash flow and lease adjusted EBIT
interest coverage ratios for the last twelve months (LTM) ended
September 30, 2016, remain below the current rating category.
However, based on DBRS’s expectation for a gradual increase in
oil prices (see DBRS commentary from September 21, 2016, “DBRS
Updates its Outlook for the Oil & Gas Industry: Financial Stresses
Ease with a Modest Improvement in Market Conditions”), CES’s
key credit metrics are expected to improve in the medium term but
are likely to remain within the current rating range. However, if
there is a prolonged decline in the price of oil

Notes:

All figures are in Canadian dollars unless otherwise noted.

RATINGS

Issuer             Debt Rated        Rating Action          Rating
------             ----------        -------------          ------
Canadian Energy    Issuer Rating       Confirmed              B
Services &
Technology Corp.

Canadian Energy    Senior Unsecured    Confirmed              B
Services &         Notes
Technology Corp.




CASA SYSTEMS: S&P Assigns 'BB-' CCR & Rates $25MM Facility 'BB-'
----------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' corporate credit rating to
Andover, Mass.-based Casa Systems Inc.  The outlook is stable.

At the same time, S&P assigned a 'BB-' rating to the company's
proposed $25 million senior secured revolving credit facility due
2021 and $300 million senior secured term loan B due 2023.  The '3'
recovery rating indicates S&P's expectation of meaningful (50%-70%;
lower half of the range) recovery in the event of a payment
default.  All ratings are based on preliminary terms and
condition.

"The rating reflects Casa Systems' high customer concentration and
accounts for potentially volatile returns as the company pursues
increased market penetration," said S&P Global Ratings credit
analyst Sebastian Pinto-Thomaz.  These factors are partly offset by
the company's strong revenue growth characteristics, operating
track record, and proven ability to take market share from
entrenched incumbent competitors.  S&P expects pro forma adjusted
debt to EBITDA to be approximately 3.5x at the close of this
transaction.

Casa Systems manufactures cable and mobile edge devices that enable
network operators to provide universal access for subscribers.
Casa's converged cable access platform (CCAP) allows delivery of
video, data, and voice efficiently in a single solution.  Its
software-based architecture provides flexibility and a strong value
proposition to operators through best-in-class performance and
ability to forward integrate into new technologies.  Casa's
broadband solutions also provide a strong return-on-investment
rationale for operators by appreciably reducing power consumption
and eliminating the need for larger facilities, which is of
particular benefit in densely populated locales.  When compared
with more entrenched competitors, Arris and Cisco, Casa provides a
software-based approach that provides a notable competitive
advantage and point of differentiation.

The stable outlook reflects S&P's view that Casa Systems will
generate strong margins and good free cash flow but potentially
encounter earnings volatility while trying to gain market share
from competitors through its differentiated technology platform.
S&P's expectation is for the company, as a focused provider of
integrated Data Over Cable Service Interface Specification (DOCSIS)
3.0/3.1 solutions, to outpace the overall hardware market.  S&P's
base-case expectation for the next year is for adjusted debt to
EBITDA below 4x.

S&P could lower rating over the next year if the company produces
adjusted debt to EBITDA above 4x.  Such a scenario could occur if
the company loses key customers or in case of a general downturn in
capital expenditures by cable operators.

S&P could raise ratings in the next year if adjusted debt to EBITDA
falls below 3x and S&P believes the company intends to maintain
leverage below this level through acquisitions and business
cycles.



CHAPARRAL ENERGY: Seeks Approval of Plan Support Agreement
----------------------------------------------------------
BankruptcyData.com reported that Chaparral Energy filed with the
U.S. Bankruptcy Court a motion for an order authorizing its entry
into and performance under a plan support agreement (PSA) and
granting related relief.  The motion explains, "The PSA commits the
Debtors and the Consenting Creditors to prosecute a consensual plan
of reorganization (the 'Plan') designed to implement a
comprehensive balance sheet restructuring of the Debtors.  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
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 Prepetition
Credit Agreement Claims will be reduced by a certain cash payment,
with the remaining $375 million outstanding 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." The Court scheduled a December 7, 2016 hearing on the
motion.

                      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.

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.

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.

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 Debtors continue to manage and operate their businesses as
debtors in possession pursuant to Sections 1107 and 1108 of the
Bankruptcy Code.  No trustee or examiner has been requested in the
Chapter 11 Cases.

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.


CHARMING CHARLIE: Seeking to Hire Financial Adviser
---------------------------------------------------
The American Bankruptcy Institute, citing Lauren Hirsch and Jessica
DiNapoli of Reuters, reported that U.S. fashion jewelry and
accessories budget retailer Charming Charlie LLC is seeking to hire
a financial adviser to help find relief from its debt burden,
according to people familiar with the matter.

According to Reuters, the move would come after the 12-year-old
chain failed to establish sufficient scale to compete in a highly
fragmented market that has been tested by the rise of internet
shopping and rapidly changing consumer tastes.

Charming Charlie has interviewed investment banks in recent weeks
to hire an adviser that would lead a restructuring process to help
address its approximately $200 million debt burden, Reuters said,
citing the people.

The deliberations may not result in a restructuring, the people
cautioned, asking not to be identified because the matter is
confidential, the report related.

"In the normal course of business, the company routinely holds
discussions with investment bankers and other third parties about
raising equity financing or refinancing the company's existing debt
to take advantage of market conditions," Reuters said, citing
Charming Charlie in a statement. "Any implication that the company
is currently operating outside of that ordinary course is
completely unfounded."

                      *     *     *

The Troubled Company Reporter, on June 3, 2016, reported that S&P
Global Ratings affirmed its ratings on Houston-based Charming
Charlie LLC, including the 'B-' corporate credit rating, and
removed the ratings from CreditWatch with negative implications,
where S&P placed them on Jan. 21, 2016.  The outlook is negative.


CLARK-CUTLER-MCDERMOTT: Court Extends Plan Exclusivity to March 3
-----------------------------------------------------------------
Judge Christopher J. Panos of the U.S. Bankruptcy Court for the
District of Massachusetts extended Clark-Cutler-McDermott Company
and CCM Automotive Lafayette LLC's exclusive periods within which
to file a chapter 11 plan to March 3, 2017, and to solicit
acceptance of their chapter 11 plan to May 2, 2016.

According to a prior report by the Troubled Company Reporter, the
Debtors asked for an exclusivity extension, contending that
following the appointment of the official committee of Unsecured
Creditors, the Committee spearheaded an investigation into the
existence and viability of certain claims that the Debtors had
asserted against General Motors LLC which resulted with the filing
of a six-count complaint against General Motors. The adversary
proceeding is styled: "The Official Committee of Unsecured
Creditors, et al. v. General Motors, LLC, Case No. 16-04083 (Bankr.
D. Mass.)  

The Court entered a Case Management and Scheduling Order in the GM
Lawsuit, establishing among other things, a deadline of February
15, 2017 for the parties to complete discovery, a hearing scheduled
for March 30, 2017 on any dispositive motions, and a trial to be
scheduled following the submission of the Joint Pretrial Memorandum
on March 31, 2017.

According to the Debtors, they have filed their Joint Chapter 11
Plan of Liquidation on Sept. 16, 2016, which provides for the
creation of a liquidating trust to oversee the distribution of
remaining assets described above to holders of allowed claims and
to pursue the causes of action of the Debtors' estates. A hearing
to consider the adequacy of the Disclosure Statement was held on
Nov. 2, 2016.

Also, the Court entered the Bar Date Order, which established Dec.
2, 2016 as the deadline for all persons or entities to file a proof
of claim, and Jan. 6, 2017 as deadline for the governmental units
to file proofs of claim.

Contemporaneously with the filing of the Exclusivity Motion, the
Debtors had also filed the Motion seeking approval of a Settlement
with Creditors' Committee.  The Committee contends that the real
property located at 5 Fisher Street, 25 Hayward Street, and 42
Hayward Street, Franklin, Massachusetts, which CCM had transferred
to its wholly-owned subsidiary CCMcD Real Estate LLC in 2014, could
be recovered for the benefit of the Debtors' estates as a
fraudulent transfer under applicable state law.

Consequently, the Debtors had anticipated that several changes will
be made to the Plan and Disclosure Statement in light of the
Committee's Settlement Motion, and other developments regarding the
use and disposition of the Debtors' remaining assets, including,
the scheduled established for litigating the estate's claims
against General Motors.

                      About Clark-Cutler-McDermott Company

Automobile parts manufacturer Clark-Cutler-McDermott Company and
its subsidiary CCM Automotive Lafayette LLC filed chapter 11
petitions (Bankr. D. Mass. Lead Case No. 16-41188) on July 7, 2016.
The petitions were signed by James T. McDermott, CEO. Judge
Christopher J. Panos presides over the case.

The Debtors are represented by Charles A. Dale, III, Esq., David
Mawhinney, Esq., and Mackenzie Shea, Esq., at K&L Gates LLP.  The
Debtors tapped Conway MacKenzie Capital Advisors LLC as investment
banker; Sansiveri, Kimball & Co., LLP, as Tax Services Provider.

The Debtors each estimated assets of $10 million to $50 million and
debt of $10 million to $50 million at the time of the chapter 11
filings.

The Official Committee of Unsecured Creditors retained Mintz Levin
Cohn Ferris Glovsky and Popeo, P.C. as counsel to the Committee.


CRYSTAL LAKE OPEN: Needs Until August 1 to File Chapter 11 Plan
---------------------------------------------------------------
Crystal Lake Open Space, Inc. asks the U.S. Bankruptcy Court for
the District of Massachusetts to extend the time by which the
Debtor has the exclusive right to file a plan and disclosure
statement, from Nov. 23, 2016 to August 1, 2017.            

The Debtor says its business is seasonal, which closes its doors on
or about December 1 of each calendar year and reopens on or about
April 15th.  

The Debtor contends that in order to formulate a feasible plan, it
should act in coordination with its sole tenant, Crystal Lake Golf
Club, LLC, which is also a bankrupt Chapter 11 debtor, as they have
some common creditors and are dependent on the cash flow of Crystal
Golf Club.  Currently, the Debtor is discussing with its tenant and
certain creditors in an effort to reach an agreement regarding
their secured positions.

The Debtor further contends that Crystal Golf Club has asked to
extend the exclusive time to file its disclosure statement and
chapter 11 plan as it needs to review the proofs of claim filed and
its post-petition income generated.  

The Debtor believes that all parties will benefit from the
requested extension as the Debtor will have the benefit to review
post-chapter 11 filing revenues, which will allow for a more
accurate and feasible plan for all creditors.

                     About Crystal Lake Open Space, Inc.           


Crystal Lake Open Space, Inc. filed a Chapter 11 petition (Bankr.
D. Mass. Case No. 16-41325), on July 27, 2016.  The Petition was
signed by Michael Maroney, president.  The case is assigned to
Judge Christopher J. Panos.  The Debtor is represented by Herbert
Weinberg, Esq. at Rosenberg & Weinberg.  At the time of filing, the
Debtor had less than $50,000 in estimated assets and $1 million to
$10 million in estimated liabilities.


D.J. SIMMONS: Foreland Buying 18 Leases for $111K
-------------------------------------------------
D.J. Simmons Co. Ltd. Partnership, Kimbeto Resources, LLC, and D.J.
Simmons, Inc., ask the U.S. Bankruptcy Court for the District of
Colorado to authorize the sale of their 100% working interest in 18
leases, covering 222 net acres under 317 gross acres of lands
within the northeastern portion of the San Juan Basin, Rio Aruba
County, New Mexico ("Leases"), to Foreland Resources, LLC for $500
per acre or $110,940.

The Debtors collectively engage in the acquisition, exploration,
and development of oil and gas properties, and are primarily
focused on extracting proved hydrocarbon reserves from those
properties.  They have oil and natural gas reserves from wells
operated by D.J. Simmons, Inc., and wells operated by third
parties, in Colorado, New Mexico, Utah, and Texas.

To further their chapter 11 reorganization efforts, the Debtors
have engaged in negotiations regarding disposition of certain
leases.  The Debtors have determined, in their business judgment,
that a sale of Leases is appropriate.  There are no wells on the
Leases, and they have assumed each lease with Court approval.

On Sept. 12, 2016, the Debtors assumed the Leases.  The property
being sold is not subject to any liens or encumbrances.

The Debtors and the Purchaser have executed a Purchase and Sale
Agreement.

The salient terms of the Purchase and Sale Agreement are:

   a. The Purchaser will acquire the Leases;

   b. The Purchaser will pay $500 per acre for cash consideration,
or $110,940 to Debtors for the Leases;

   c. The $110,940 will be adjusted if the net mineral acres of
leaseholds held by the Debtors is less or greater than 222 acres;

   d. The Debtors will convey their interests to the Purchaser but
reserve an overriding royalty equal to the difference between
existing burdens and 15%; the Debtors intend to deliver the
assigned interests to Foreland with an 85% net revenue interest;
and any override interest will attach to any extensions or renewals
of any lease subject to the Purchase and Sale Agreement; and

   e. The Bankruptcy Court must approve the Purchase and Sale
Agreement.

A copy of the Purchase and Sale Agreement and the list of the
Leases is available for free at:

            http://bankrupt.com/misc/DJ_Simmons_237_Sales.pdf

The Debtors believe the proposed sale of the Leases is prudent and
in the best interests of its estate.  The Debtors hold a 100%
working interest in the Leases, and selling these unencumbered
assets will further their reorganization efforts.  Receiving almost
$110,940 is fair and appropriate consideration as determined by the
Debtors and the Purchaser, based on their detailed knowledge of the
oil and gas leases, property, the market, and expenses related to
Leases.  Accordingly, the Debtors ask that the Court approve the
relief requested and the Purchase and Sale Agreement.

The Debtors also ask that the Court waive the stay provided by Fed.
R. Bankr. P. 6004(h) so, once approved by the Court, the Debtors
and the Purchaser may promptly close the transaction.

The Purchaser can be reached at:

           FORELAND RESOURCES, LLC
           575 Union Blvd., Suite 208
           Lakewood, CO 80228
           Telephone: (303) 204-1258/2853
           Facsimile: (303) 945-2869
           E-mail: jimbyrd@vecta-denver.com
                   landbyrd/landbyrd@gmail.com

                    About D.J. Simmons Company

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

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

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

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

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


DIAMONDBACK ENERGY: Moody's Hikes CFR to Ba3, Outlook Stable
------------------------------------------------------------
Moody's Investors Service upgraded Diamondback Energy, Inc.'s
Corporate Family Rating (CFR) to Ba3 from B1, Probability of
Default Rating (PDR) to Ba3-PD from B1-PD and senior unsecured
notes to B1 from B2. At the same time, Moody's affirmed the
company's SGL-2 Speculative Grade Liquidity (SGL) rating reflecting
good liquidity. The rating outlook was revised to stable from
positive.

"The upgrade reflects our expectation that Diamondback will deliver
significant growth in 2017 while keeping a healthy balance sheet
even if oil and natural gas prices remain at today's levels,"
commented Sajjad Alam, Moody's Senior Analyst. "Management has
exhibited good operating and fiscal discipline since late 2014 by
reducing and then ramping up its drilling program and achieving
significant organic production and reserves growth while avoiding
meaningful increases in debt."

Issuer: Diamondback Energy, Inc.

Ratings Upgraded:

   -- Corporate Family Rating, Upgraded to Ba3 from B1

   -- Probability of Default Rating, Upgraded to Ba3-PD from B1-PD

   -- Senior Unsecured Notes, Upgraded to B1 (LGD5) from B2 (LGD5)

Ratings Affirmed:

   -- Speculative Grade Liquidity Rating, Affirmed SGL-2

Outlook:

   -- Changed to Stable from Positive

RATINGS RATIONALE

Diamondback's Ba3 CFR reflects its growing, low cost and
oil-weighted production platform in the Permian Basin; low
financial leverage supported by opportunistic equity issuances;
strong cash margins even in a $45/barrel oil price environment, and
significant alternative liquidity through its 83% ownership
interest in Viper Energy Partners LP (VEP, unrated), which had a
market capitalization of $1.4 billion as of November 30, 2016. The
rating is also supported by the company's excellent operating track
record since its IPO in October 2012, deep drilling inventory in
the prolific Midland Basin featuring stacked pay zones and
predictable geology, which was further augmented by the recent
acquisition in the Delaware Basin, and its high degree of
operational control (~95%). The CFR is restrained by the limited
scale of Diamondback's upstream operations, its narrow geographic
focus and high level of capital spending that will likely produce
negative free cash flow despite a significantly scaled back
drilling program. Although Diamondback's production and reserves
are smaller than most Ba rated E&P companies today, the company's
high quality asset base and low debt level supports its Ba3 CFR.

Moody's expects Diamondback to have good liquidity through 2017,
which is reflected in the SGL-2 rating. The company had no
outstanding borrowings under its $500 million committed revolving
credit facility as of September 30, 2016. The revolver borrowing
base was increased to $1 billion by Diamondback's bank group during
the Fall 2016 redetermination process, which demonstrates that it
has substantial asset coverage of its existing revolver
commitments. The revolver matures In November 2018. While Moody's
expects the company to manage its capex near operating cash flow in
2017, any future negative free cash flow could be comfortably
covered with revolver drawings. There should be ample headroom for
future compliance with the financial covenants governing the credit
facility through 2017. Diamondback's ownership interest in VEP and
significant undeveloped Permian Basin acreage could generate
alternative liquidity, if needed.

Diamondback's $500 million 4.75% senior unsecured notes due 2024
are rated B1, one notch below the Ba3 CFR given the significant
size of the secured revolving credit facility relative to the
senior notes, under Moody's Loss Given Default Methodology. The
revolver has a first-lien claim to substantially all of
Diamondback's assets.

The stable outlook reflects Diamondback's low leverage and low
costs that should support significant growth through 2017. If
Diamondback increases production above 80,000 boe per day on a
sustained basis while maintaining the RCF/debt ratio above 40% and
the leveraged full-cycle ratio above 1.5x, the ratings could be
upgraded. The ratings could be downgraded if the company's capital
productivity were to significantly decline and/or its financial
leverage were to substantially increase. Moody's could downgrade
the CFR if the RCF/debt ratio falls below 25% or the debt to
average daily production ratio were to rise above $20,000 per boe
on a sustained basis.

The principal methodology used in this rating was the Global
Independent Exploration and Production Industry published in
December 2011.

Diamondback Energy, Inc. is an exploration and production company
with primary focus in the Permian Basin in West Texas.


DIFFERENTIAL BRANDS: May Issue 3.5M Shares Under Incentive Plan
---------------------------------------------------------------
Differential Brands Group Inc. filed a Form S-8 registration
statement with the Securities and Exchange Commission to register
3,529,109 shares of common stock of the Company issuable under the
Differential Brands Group Inc. 2016 Stock Incentive Compensation
Plan.  The proposed maximum aggregate offering price is
$11,222,566.

On Oct. 5, 2016, the board of directors of the Company approved,
subject to stockholder approval, the Differential Brands Group Inc.
2016 Stock Incentive Compensation Plan.  At the Company's 2016
annual meeting of stockholders held on Nov. 7, 2016, the Company's
stockholders approved the 2016 Plan.

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

                      https://is.gd/qo1Oh3

                    About Differential Brands

Differential Brands Group Inc., formerly Joe's Jeans Inc., is a
platform that focuses on branded operating companies in the premium
space.  The Company's focus is on organically growing its brands
through a global, omni-channel distribution strategy while
continuing to seek opportunity to acquire accretive, complementary,
premium brands.  The Company's current brands are Hudson, a
designer and marketer of women's and men's premium branded denim
apparel, and Robert Graham, a sophisticated, eclectic style to the
fashion market as an American-based company with an intention of
inspiring a global movement.

Joe's Jeans Inc. has completed the merger combining Hudson Jeans
and Robert Graham.  Additionally, the company has been renamed
Differential Brands Group Inc. and will remain publicly listed on
NASDAQ under the ticker DFBG.

Differential Brands reported a net loss and comprehensive loss of
$32.3 million on $80.2 million of net sales for the year ended Nov.
30, 2015, compared to a net loss and comprehensive loss of $27.7
million on $84.2 million of net sales for the year ended Nov. 30,
2014.

As of Sept. 30, 2016, Differential Brands had $175.1 million in
total assets, $125.3 million in total liabilities and $49.80
million in total equity.


DIRECT MEDIA: Seeks to Hire Tracy Firm as Legal Counsel
-------------------------------------------------------
Direct Media Power, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Illinois to hire legal counsel
in connection with its Chapter 11 case.

The Debtor proposes to hire The Tracy Firm, Ltd. to give legal
advice regarding its duties under the Bankruptcy Code, represent
the Debtor in non-bankruptcy litigation matters, give advice
regarding the restructuring of its financial affairs, and provide
other legal services.

Adam Tracy, Esq., and Nathan Larsen, Esq., the attorneys designated
to represent the Debtor, will be paid an hourly rate of $350.
Paralegals will be paid $75 per hour.

Mr. Tracy disclosed in a court filing that his firm does not
represent any interest adverse to the Debtor.

The firm can be reached through:

     Adam S Tracy, Esq.
     The Tracy Firm, Ltd.
     2100 Manchester Road, Suite 615
     Wheaton, IL 60187
     Tel: (888) 978-9901
     Fax: (630) 689-9471
     Email: at@tracyfirm.com
     Email: at@ibankattorneys.com

                    About Direct Media Power

Direct Media Power, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N. D. Ill. Case No. 16-36934) on November
21, 2016.  The petition was signed by Dean Tucci, president.  

The case is assigned to Judge Timothy A. Barnes.

At the time of the filing, the Debtor estimated assets of less than
$500,000 and liabilities of $1 million to $10 million.


DIRECTBUY HOLDINGS: Judge Tentatively Approved Bidding Protocol
---------------------------------------------------------------
Jeff Montgomery, writing for Bankruptcy Law360, reported that
insurance headaches clouded a peaceful resolution on Nov. 28 of
most disputes over DirectBuy Holdings Inc.'s plans for a Delaware
bankruptcy auction in January, with the company scrambling to head
off policy lapses and coverage gaps.  Disclosure of the troubles --
including an unpaid down payment on a premium financing deal --
surfaced after U.S. Bankruptcy Judge Christopher S. Sontchi
tentatively approved the company's bidding procedures, based on a
bid-to-beat stalking horse offer submitted by the company's secured
creditors.

The Debtors sought bankruptcy protection to restructure their
balance sheet through a going-concern sale of their business
assets
pursuant to Section 363 of the Bankruptcy Code.  According to the
Debtors, their operations (while financially sound) are
insufficient to sustain existing levels of debt or attract a
sufficient amount of refinancing.

Beginning February of 2016, the Debtors, through their financial
advisor Carl Marks Advisory Group LLC, ran a marketing process,
facilitated due diligence and engaged in discussions with
potential
buyers.  Despite these efforts, the Debtors did not receive any
formal bids from potential buyers.

The Debtors also engaged in discussions with their existing
stakeholders about a possible restructuring of their debt or
credit
bid to purchase their assets resulting in their entry into a
purchase agreement.

On Nov. 1, 2016, the Debtors and Derby SPV, Inc., entered into the
Purchase Agreement pursuant to which Derby will acquire the
Debtors' business for a credit bid of $10 million, plus assumption
of specified liabilities, subject to higher or better bids at an
auction.   The Debtors propose that the deadline to submit bids be
fixed at 5:00 p.m. on Jan. 5, 2017.

As reported by the Troubled Company Reporter on Nov. 4, 2016, the
Debtors sought Court approval of Bidding Procedures and a Stalking
Horse Asset Purchase Agreement with Derby SPV, subject to
overbidding.

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

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

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

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

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

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

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

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

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

The principal terms of the Purchase Agreement are:

   a. Purchaser: Derby SPV, Inc.

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

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

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

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

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

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

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

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

The salient points of the Bidding Procedures are:

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

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

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

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

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

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

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

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

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

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

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

The Purchaser:

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

                - and -

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

The Purchaser is represented by:

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

Carl Marks Advisors may be reached at:

           Charles Boguslaski
           Parker Condie
           Carl Marks Advisors
           900 Third Avenue, 33rd Floor
           New York, NY 10022
           E-mail: cboguslaski@carlmarks.com
                   pcondie@carlmarks.com

                     About DirectBuy Holdings

DirectBuy Holdings Inc., headquartered in Merrillville, Indiana, is
a membership buying club that operates under a franchise business
model.  DirectBuy Holdings, Inc., United Consumers Club,
Incorporated, DirectBuy, Inc., Beta Finance Company, Inc., UCC
Distribution, Inc., U.C.C. Trading Corporation, National Management
Corporation, and UCC of Canada, Inc., each filed chapter 11
petitions (Bankr. D. Del. Lead Case No. 16-12435) on November 1,
2016.  The Debtors are represented by Marion M. Quirk, Esq.,
Nicholas J. Brannick, Esq., Michael D. Sirota, Esq., Ilana Volkov,
Esq., Felice R. Yudkin, Esq., at Cole Schotz P.C.  Prime Clerk LLC
serves as their claims and noticing agent.  Carl Marks & Co. serves
as their financial advisor.  

Judge Christopher S. Sontchi has been assigned the cases.

DirectBuy Holdings estimated $100 million to $500 million in both
assets and liabilities.  The petitions were signed by Michael P.
Bornhorst, chief executive officer.

The Company's Canadian subsidiaries were slated on Nov. 2, 2016, to
commence proposal proceedings under the Bankruptcy and Insolvency
Act ("BIA") to obtain an Order from the Ontario Superior Court of
Justice approving proposals to be made by the Canadian Subsidiaries
to their respective creditors under Part III of the BIA.

Andrew R. Vara, Acting U.S. Trustee for Region 3, appointed five
creditors of DirectBuy Holdings, Inc., to serve on the official
committee of unsecured creditors.


DIRECTBUY HOLDINGS: Quick Sale Favors Owners, Committee Says
------------------------------------------------------------
The Official Committee of Unsecured Creditors lodged an objection
to the proposed sale of DirectBuy Holdings Inc.'s assets.
According to the Committee, the Debtors propose an expedited sale
process, which does nothing more than permit existing equity to
retain the Debtors' value while squeezing out unsecured creditors.
If equity holders wish to deleverage the company while retaining
control, they should propose a Chapter 11 plan, which would require
the vote of an impaired consenting class -- and fair treatment to
encourage that vote -- not a dressed-up 11 U.S.C. Section 363 sale
where they simply transfer the assets to themselves without adding
any value.

The Committee notes that the Debtors' equity owners sit on every
side of the proposed transaction, controlling each of the Debtors,
the secured lender and the proposed Stalking Horse Purchaser.  The
entire process inures to these insiders'  advantage, while
chilling, if not absolutely precluding, any meaningful competitive
bidding.

The Committee also tells the Court the proposed sale process
centers on a no-cash credit bid, which eliminates any chance for a
competitive auction.  Left unchecked, equity will strip the
Debtors' estates of all value, effectively cleansing the assets of
unsecured liabilities without contributing a penny.

The Committee doesn't see the need for the Debtors to provide
expense reimbursement to the Stalking Horse bidder.  The panel says
the Stalking Horse Purchaser provides no value to the Debtors'
estates.  The suggested bidding floor proves illusory as the
insiders can increase their credit bid at any time.  More
importantly, how can the Stalking Horse Purchaser show that the bid
protections are necessary when it already conducted more due
diligence than any other party, and knows the ins and outs of the
Debtors' businesses like no other party could by virtue of its
simultaneous roles of owner, operator and secured lender?

Andrew R. Vara, Acting United States Trustee for Region 3, also
objects to those portions of the Sale 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.  As the prepetition lenders and
equity holders, the Lenders/Owners did not need to undertake any
due diligence to make a bid, did not need an incentive to make a
bid, and will not need to be compensated if they are not the
winning bidder at the auction.  This is because, regardless of the
outcome of the auction, the Lenders/Owners will benefit.

Even if the stalking horse was not an insider, a $500,000 expense
reimbursement would be excessive, because it constitutes 5% of the
entire stalking horse bid.  If the Court allows any reimbursement
of expense to be paid as a bid protection to the Lenders/Owners,
the maximum cap should not exceed 3% of the stalking horse bid,
which is $300,000.  In addition, the Lenders/Owners should be
required to provide support for all such expenses to the Debtors,
the Committee, and the U.S. Trustee, who should have at least 10
days to review and object, if appropriate.

Proposed Counsel to the Committee:

         Lucian B. Murley, Esq.
         Monique B. DiSabatino, Esq.
         Aaron S. Applebaum, Esq.
         SAUL EWING LLP
         1201 N. Market Street, Suite 2300
         P.O. Box 1266
         Wilmington, DE 19899
         Tel: (302) 421-6840
         Fax: (302) 421-5 873
         E-mail: lmurley@saul.com
                 mdisabatino@saul.com
                 aapplebaum@saul.com

              - and -

         Sharon L. Levine, Esq.
         Dipesh Patel, Esq.
         SAUL EWING LLP
         One Riverfront Plaza
         1037 Raymond Blvd, Suite 1520
         Newark, NJ 07102-5426
         Tel: (973) 286-6713
         Fax: (973) 286-6821
         E-mail: slevine@saul.com
                 dpatel@saul.com

                     About DirectBuy Holdings

DirectBuy Holdings Inc., headquartered in Merrillville, Indiana, is
a membership buying club that operates under a franchise business
model.  DirectBuy Holdings, 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 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 serves as
their claims and noticing agent.  Carl Marks & Co. serves as their
financial advisor.  

Judge Christopher S. Sontchi has been assigned the cases.

DirectBuy Holdings estimated $100 million to $500 million in both
assets and liabilities.  The petitions were signed by Michael P.
Bornhorst, chief executive officer.

The Company's Canadian subsidiaries were slated on Nov. 2, 2016, to
commence proposal proceedings under the Bankruptcy and Insolvency
Act ("BIA") to obtain an Order from the Ontario Superior Court of
Justice approving proposals to be made by the Canadian Subsidiaries
to their respective creditors under Part III of the BIA.

Andrew R. Vara, Acting U.S. Trustee for Region 3, appointed five
creditors of DirectBuy Holdings, Inc., to serve on the official
committee of unsecured creditors.


DOLLAR MART GROCERY: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
The Office of the U.S. Trustee on Nov. 28 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Dollar Mart Grocery &
Wholesale.

Dollar Mart Grocery & Wholesale, a joint partnership between Alaa
E. Noeman and Raid Tabbaa, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 16-29498) on
October 17, 2016.  The petition was signed by Alaa E. Noeman and
Tabbaa Raid, joint partners.  

The Debtor is represented by Toni Campbell Parker, Esq., at the Law
Office of Toni Campbell Parker.

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


DOW CORNING: 6th Cir. Affirms Order on Settlement Fund Distribution
-------------------------------------------------------------------
The United States Court of Appeals for the Sixth Circuit affirmed a
consent order entered on December 3, 2015, which clarified certain
procedures for distributing part of the settlement fund in Dow
Corning Corporation's case.

In 1995, Dow Corning declared Chapter 11 bankruptcy while facing
thousands of lawsuits related to silicone-gel breast implants.  Dow
Corning's Reorganization Plan established a settlement fund for
claimants who agreed to settle their suits.  The bankruptcy court
confirmed the Reorganization Plan in 1999.

Pursuant to the Plan, Dow Corning and the Claimants' Advisory
Committee executed a Distribution Agreement that details the
procedure for distributing the settlement fund.  That Agreement
also created a Trust to administer and evaluate claims for recovery
from the fund.  The Distribution Agreement divided the fund into
sub-funds, including the Class 7 Fund, whose claimants received
implants made by American manufacturers (other than Dow Corning)
and foreign manufacturers using Dow-Corning silicone.  To be
eligible for a payment from the Class 7 Fund, claimants had to
show, among other things, that they received a silicone-gel breast
implant between January 1, 1976 and January 1, 1992, and that they
"marshaled recoveries" from the manufacturers of their implants by
trying to collect from those manufacturers before seeking money
from the Class 7 Fund.

Meanwhile, five other manufacturers of silicone-gel implants
created their own settlement fund -- known as the Bristol, Baxter,
3M, McGhan and Union Carbide Revised Settlement Program.  Dow
Corning Class 7 claimants who received an implant from one of those
five manufacturers could "marshal recoveries," for the purposes of
eligibility under the Class 7 Fund, by filing a claim with the
Program.

On May 22, 2015, the Claimants' Advisory Committee, the Debtor's
Representatives and Dow Corning itself submitted to the district
court a proposed Consent Order that specified, among many other
things, the manner in which the marshaling requirement would apply
to Class 7 claimants whose registration status made them ineligible
for relief under the Program.

The district court entered the Consent Order on December 3, 2015,
over the objections of the Korean Claimants, who then brought the
appeal.

The Korean Claimants first argued as follows: that, in entering the
Consent Order, the district court interpreted the term "marshaling
recoveries" as used in the Plan; that the district court lacks
authority to interpret the Plan; and that the district court
therefore exceeded its powers when it entered the Consent Order.

The Sixth Circuit held that the Consent Order's treatment of the
term "marshaled recoveries" resolves a dispute as to the meaning of
that term, and thus plainly falls within the district court's
powers under the Plan.

The Korean Claimants next argued that the Consent Order's
clarification of "marshaled recoveries" amounts to an impermissible
modification of the Distribution Agreement.

The Sixth Circuit, however, found that the Consent Order did
nothing to modify the substantive criteria for eligibility for
recovery under the Distribution Agreement.  The appellate court
found, instead, that the Consent Order merely clarified that one of
those criteria -- the marshaling requirement -- is met as to
claimants whose registration status made them ineligible for
recovery under the Program.  The appellate court thus concluded
that the Consent Order does not modify the Distribution Agreement.


Some of the Korean Claimants -- namely, those who received implants
after January 1, 1992 -- also argued that the Consent Order should
have modified the Distribution Agreement to allow recovery for
claimants who received implants after (rather than before) that
date.

The appellate court held that the argument comes years too late,
considering that the bankruptcy court confirmed the Plan and its
eligibility criteria in 1999.

The appeals case is KOREAN CLAIMANTS, Interested
Parties-Appellants, v. DEBTOR'S REPRESENTATIVES, DOW CORNING
CORPORATION, CLAIMANTS' ADVISORY COMMITTEE, Defendants-Appellees,
No. 15-2548 (6th Cir.), relating to In re: SETTLEMENT FACILITY DOW
CORNING TRUST.

A full-text copy of the Court's November 23, 2016 opinion is
available at https://is.gd/GyQgwc from Leagle.com.

                      About Dow Corning

Dow Corning Corp. -- http://www.dowcorning.com/-- produces and
supplies more than 7,000 silicon-based products and services to
more than 25,000 customers worldwide.  Dow Corning is equally owned
by The Dow Chemical Company and Corning Incorporated.

The Company filed for Chapter 11 protection on May 15, 1995 (Bankr.
E.D. Mich. Case No. 95-20512) to resolve silicone implant-related
tort liability.  The Company owed its commercial creditors more
than $1 billion at that time.  A consensual Joint Plan of
Reorganization, amended on Feb. 4, 1999, offering to pay commercial
creditors in full with post-petition interest, establish a
multi-billion-dollar settlement trust for tort claims, and leave
Dow Corning's shareholders unimpaired, took effect on June 30,
2004.  


DOWLING COLLEGE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Dowling College
           fdba Dowling Institute
           fdba Dowling College Alumni Association
           fdba Cecom
        150 Idle Hour Blvd.
        Oakdale, NY 11769

Case No.: 16-75545

Type of Business: The Debtor is a not-for-profit educational
                  corporation and registered 501(c)(3)
                  corporation.

Chapter 11 Petition Date: November 29, 2016

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Hon. Robert E. Grossman

Debtor's Counsel: Joseph Charles Corneau, Esq.
                  KLESTADT WINTERS JURELLER SOUTHARD &
                  STEVENS, LLP
                  570 Seventh Avenue, 17th Floor
                  New York, NY 10018
                  Tel: (212) 972-3000
                  Fax: (212) 972-2245
                  E-mail: jcorneau@klestadt.com

                      - and -

                  Lauren Catherine Kiss, Esq.
                  KLESTADT WINTERS JURELLER SOUTHARD & STEVENS,
LLP
                  200 West 41st Street, 17th Floor
                  New York, NY 10036-7203
                  Tel: 212-972-3000
                  Fax: 212-972-2245
                  E-mail: lkiss@klestadt.com

                    - and -

                  Sean C Southard, Esq.
                  KLESTADT WINTERS JURELLER SOUTHARD & STEVENS,
LLP
                  200 West 41st Street, 17th Floor
                  New York, NY 10036-7203
                  Tel: 212 972-3000
                  Fax: 212-972-2245
                  E-mail: ssouthard@klestadt.com

Debtor's          
Special
Counsel:          INGERMAN SMITH LLP

Debtor's          
Special
Counsel:          SMITH & DOWNEY, P.A.

Debtor's          
CRO Provider:     RSR CONSULTING, LLC

Debtor's          
Real Estate
Advisors:         A&G REALTY PARTNERS, LLC AND
                  MADISON HAWK PARTNERS, LLC

Debtor's          
Real Estate
Broker:           DOUGLAS ELLIMAN

Debtor's          
Broker:           CBRE, INC.

Debtor's          
Claims &
Noticing
Agent:            GARDEN CITY GROUP, LLC

Total Assets: $65.18 million as of Oct. 31, 2016

Total Liabilities: $66.21 million as of Oct. 31, 2016

The petition was signed by Robert S. Rosenfeld, chief restructuring
officer.

Debtor's List of 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
NYS Unemployment Insurance                              $636,797
PO Box 4301
Binghamton, NY 13902-4301

Cigna Health & Life Insurance Co.                       $278,000
900 Cottage Grove Road, B6LPA
Hartford, CT 06152

Ultimate Power, Inc.                                    $258,213
45 Nancy Street
West Babylon, NY 11704

The Allen J Flood Companies, Inc.                       $195,944
Two Madison Avenue
Larchmont, NY 10538

American Express                                        $171,500
PO Box 2855
New York, NY 10116

CohnReznick LLP                                         $141,697
4 Becker Farm Road
Roseland, NJ 07068

PSEGLI                                                  $141,306
PO Box 888
Hicksville, NY 11802-0888

Ingerman Smith, L.L.P.                                  $101,330
150 Motor Pkwy, Suite 400
Hauppauge, NY 11788

Capital One NA                                           $98,538
PO Box 60024
New Orleans, LA 70160-0024

Blackboard Inc.                                          $93,671
650 Massachusetts Avenue NW, 6th Floor
Washington, DC 20001

Carrier Commercial Service                               $93,296
P.O. Box 93844
Chicago, IL 60673-3844

We Drive You, Inc.                                       $83,071
700 Airport Blvd, Suite 250
Burlingame, CA 94010

St. Johns University                                     $76,500
Bernadette Lavin-MacDonald Ctr.
8000 Utopia Pkwy
Jamaica, NY 11439

Seyed Raji                                               $75,200
24 Pleasant Lane
Southampton, NY 11968

Paul Abramson                                            $73,914
6 Winside Ln
Coram, NY 11727

George Foundotos                                         $72,355
4 Damin Circle,
St. James, NY 11780

Joseph Behar                                             $67,518
9 Brown's River Rd
Sayville, NY 11782

Higher One                                               $64,162
115 Munson Street
New Haven, CT 06511

Statewide Roofing Inc.                                   $60,123
2120 Fifth Avenue
Ronkonkoma, NY 11779

Linda Ardito                                             $52,775
5 Two Rod Road
Huntington, NY 11743


DOWLING COLLEGE: Seeks to Hire Klestadt Winters as Legal Counsel
----------------------------------------------------------------
Dowling College seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to hire legal counsel in
connection with its Chapter 11 case.

The Debtor proposes to hire Klestadt Winters Jureller Southard &
Stevens, LLP to give legal advice regarding its duties under the
Bankruptcy Code, negotiate with creditors, prosecute actions to
protect its estate, assist in the preparation of a bankruptcy plan,
and provide other legal services.

The hourly rates charged by the firm are:

     Partners       $475 - $675
     Associates     $250 - $375
     Paralegals            $150

Sean Southard, Esq., the attorney designated to represent the
Debtor, will be paid an hourly rate of $550.

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

The firm can be reached through:

     Sean C. Southard, Esq.
     Lauren C. Kiss, Esq.
     Klestadt Winters Jureller
     Southard & Stevens, LLP
     200 West 41st Street, 17th Floor
     New York, NY 10036-7203
     Tel: (212) 972-3000
     Fax: (212) 972-2245

                      About Dowling College

Dowling College sought Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 16-75545) on Nov. 30, 2016, estimating assets of
$100 million to $500 million and debt of less than $100 million.

Founded in 1955 as part of Adelphi College's outreach to Suffolk
County, New York, the Debtor became the first four-year,
degree-granting liberal arts institution in the county.  It
purchased the former W.K. Vanderbilt estate in Oakdale in 1962.  In
1968, the Debtor severed its ties with Adelphi and was renamed
after its chief benefactor, Robert Dowling, a noted city planner
and aviator.  It expanded its facilities in 1993 with the
development of the Brookhaven campus.


DRAW ANOTHER CIRCLE: Wants Plan Filing Period Moved to Jan. 24
--------------------------------------------------------------
Draw Another Circle, LLC and its affiliated Debtors ask the U.S.
Bankruptcy Court for the District of Delaware to extend (a) the
period during which the Debtors have the exclusive right to file a
chapter 11 plan, through and including January 24, 2017; and (b)
the period during which the Debtors have the exclusive right to
solicit acceptances of such plan, through and including March 27,
2017.

The Debtors tell the Court that they have made significant progress
in the case:   they have completed store closing sales, closed all
of their retail locations and sold substantially all of their
assets, as well as resolving a significant number of disputes.  The
requested exclusivity extension will ensure that the process moves
forward in an orderly fashion, the Debtors state.

The Debtors also relate that they have drafted and are in the
process of finalizing a joint combined disclosure statement and
plan of liquidation with the Committee, which the Debtors intend to
file in the very near future.  

The Debtors are working diligently to seek confirmation of a
liquidating plan, to distribute the value obtained from the various
sales and other assets to their various creditor constituencies,
and to conclude these chapter 11 cases as quickly as possible.

The Debtors contend that the extension will permit them to prepare
and solicit support for what the Debtors anticipate to be a
consensual chapter 11 plan in the near future.

A hearing on the Debtor's motion will be held on December 20, 2016,
at 2:00 p.m. and any objections to the Debtor's request are due on
December 13.

                        About Draw Another Circle, LLC

Draw Another Circle, LLC, and four of its subsidiaries, namely,
Hastings Entertainment, Inc., MovieStop, LLC, SP Images, Inc., and
Hastings Internet, Inc. filed voluntary petitions under Chapter 11
of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 16-11452) on
June 13, 2016.  The petitions were signed by Joel Weinshanker,
manager.  The Debtors estimated assets at $0 to $50,000 and debts
at $50 million to $100 million at the time of the filing.

As of the bankruptcy filing, Hastings operated 123 entertainment
superstores, averaging approximately 24,000 square feet,
principally in medium-sized markets located in 19 states, primarily
in the Northwestern, Midwestern, and Southeastern United States,
and had over 3,500 employees.  As of the Petition Date,
Atlanta-based MovieStop operated 39 destination locations in 10
states, primarily along the Eastern United States Coast.

Headquartered in Franklin, Massachusetts, SP Images, Inc., is a
distributor of sports and entertainment products and apparel.
Hastings, MovieStop and SPI are each wholly-owned subsidiaries of
DAC.

The Debtors are represented by Christopher M. Samis, Esq., L.
Katherine Good, Esq., and Chantelle D. McClamb, Esq., at Whiteford,
Taylor & Preston LLC and Cathy Hershcopf, Esq., Michael Klein,
Esq., and Robert Winning, Esq., at Cooley LLP.  The Debtors tapped
FTI Consulting as financial advisor, Rust Consulting/Omni
Bankruptcy as claims and noticing agent, and RCS Real Estate
Advisors as lease disposition consultant.

Andrew Vara, acting U.S. Trustee for Region 3, on June 21 appointed
seven creditors of Draw Another Circle, LLC, to serve on the
official committee of unsecured creditors.  The Official Committee
of Unsecured Creditors retained Lowenstein Sandler LLP as counsel,
FTI Consulting, Inc. as financial advisor, and BDO USA, LLP as
financial advisor.


EARLY CALIFORNIA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Early California Restaurants, Incorporated
        12036 Ventura Boulevard
        Studio City, CA 91604

Case No.: 16-13386

Chapter 11 Petition Date: November 19, 2016

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Hon. Martin R. Barash

Debtor's Counsel: Douglas M Neistat, Esq.
                  GREENBERG & BASS
                  16000 Ventura Blvd #1000
                  Encino, CA 91436
                  Tel: 818-382-6200
                  Fax: 818-986-6534
                  E-mail: dneistat@greenbass.com

Estimated Assets: $50,000 to $100,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Daniel C. Avila president/CEO.

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

        http://bankrupt.com/misc/cacb16-13386.pdf


EASTERN POWER: Moody's Affirms B1 Senior Secured Term Loan Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the B1 rating assigned to
Eastern Power, LLC's (Eastern) senior secured term loan B due 2021
and senior secured revolving credit facility due 2019. This rating
action follows Eastern's announcement that it would seek to
exercise a debt accordion feature under its financing documentation
and increase its term loan balance by $200 million to $1,647
million and to allow a one-time $35 million dividend from available
balance sheet cash. The incremental debt, net of fees, will be used
to make a dividend to Eastern's sponsor ArcLight Capital Partners,
LLC (ArcLight). The rating outlook is stable.

The rating affirmation considered the highly contracted capacity
and revenue position that, combined with voluntary debt repayments
made in 2016, provide the financial flexibility for Eastern to
incur incremental term debt and pay a dividend without negatively
impacting its financial profile. The scale of Eastern's generating
portfolio (4,969 megawatts) and its diversification across two
regional transmission organizations (RTO's) with transparent
capacity and energy markets remain key rating considerations.

Eastern has taken advantage of several opportunities since 2015 to
contract a significant portion of the capacity from its NY-ISO Zone
J assets. Moreover, the company has sold almost all of its PJM
capacity through May 2020. As such, contracted capacity revenue
from Eastern's portfolio is currently anticipated to exceed $900
million through May 2020. While this amount will increase over
time, it provides a significant base to support Eastern's sizeable
debt profile.

The rating affirmation factored in other considerations including
the anticipated cash flow from a heat rate call option that covers
approximately 30% of output from Eastern's New Covert asset for
three years, the considerable equity investment from its sponsor
that remains even after the dividend, and the portfolio's sound
operating performance.

New Covert is an important asset as it is the only combined-cycle
generating facility within the portfolio and generates a
significant portion of the portfolio's energy margin. Strong
dispatch levels since New Covert interconnected into the PJM market
in June 2016 have caused us to re-evaluate future performance at
the plant and increase our expectations for dispatch from this
asset to approximately 6.0 million megawatt hours annually from
4.0-4.5 million anticipated previously.

The increased contracted nature of Eastern's assets combined with
an upward revision in expected generating levels at New Covert
result in forecasted financial performance and financial metrics
that firmly positions the company at the B1 rating category.
Specifically, under Moody's revised base case forecast, which
includes the incremental debt, Eastern achieves key financial
metrics including cash from operations (less maintenance capital
expenditures) to debt and debt service coverage ratio in the range
of 6-10% and 1.7-2.6 times, respectively. Eastern's historical key
financial metrics have been at the lower end of these ranges.

Notwithstanding these favorable considerations, the increased debt
load elevates Eastern's refinancing risk. Under our revised base
case, the amount of debt outstanding and potentially needing to be
refinanced at debt maturity in 2021 is approximately $1.0 billion.
Eastern's ability to refinance this amount will largely be
determined by market determined capacity and electric pricing
parameters at that time.

The B1 rating continues to recognize certain structural weaknesses
of the financing terms relating to New Covert's senior secured
first lien term loan due 2019 ($50 million outstanding as of
September 30, 2016). As long as the term loan is outstanding,
lenders to Eastern are granted a second lien on the asset; a first
lien will be granted upon repayment of the credit facility.

Rating Outlook

The stable outlook reflects our assumption that the NYISO-Zone J
and PJM capacity markets will continue to provide relatively
consistent incremental cash flow and that Eastern's generating
facilities will be operated and maintained in a manner that ensures
availability and dependable responsiveness.

Factors that Could Lead to an Upgrade

In the short-run, limited prospects exist for a rating upgrade.
Over the longer term, positive trends that could lead to an upgrade
include substantial debt reduction or significant contracted cash
flows that sustain 'Ba' category financial metrics under Moody's
methodology.

Factors that Could Lead to a Downgrade

The rating could be downgraded if Eastern's assets incur operating
problems. Moreover, a meaningful decline in capacity prices that
results in the debt service coverage ratio falling below 1.5x and
the ratio of cash from operations (less maintenance capital
expenditures) to debt declining to below 5% on a sustained basis
could put downward pressure on Eastern's rating.

The principal methodology used in these ratings was Power
Generation Projects published in December 2012.



ECORE INVESTMENTS: Taps Demetrius J. Parrish as Legal Counsel
-------------------------------------------------------------
Ecore Investments, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania to hire legal
counsel in connection with its Chapter 11 case.

The Debtor proposes to hire the Law Office of Demetrius J. Parrish,
Jr. to give legal advice regarding its duties under the Bankruptcy
Code, assist in the preparation of a bankruptcy plan, and provide
other services.

The firm will receive a flat rate of $2,500 for its services,
according to court filings.

The firm can be reached through:

     Demetrius J. Parrish, Jr., Esq.
     Law Office of Demetrius J. Parrish, Jr.
     7715 Crittenden St., Suite 360
     Philadelphia, PA 19118
     Phone: (215) 735-3377
     Email: Demetrius@djpesq.com

                     About Ecore Investments

Ecore Investments, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E. D. Pa. Case No. 16-18202) on November
28, 2016.  The case is assigned to Judge Ashely M. Chan.


ECORE INVESTMENTS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Ecore Investments, LLC
        4925 Cedar Avenue
        Philadelphia, PA 19143-2076

Case No.: 16-18202

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: November 28, 2016

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Hon. Ashely M. Chan

Debtor's Counsel: Demetrius J. Parrish, Esq.
                  THE LAW OFFICES OF DEMETRIUS J. PARRISH, JR.
                  7715 Crittenden Street, #360
                  Philadelphia, PA 19118
                  Tel: (215) 735-3377
                  E-mail: djp711@aol.com
                          djpesq@gmail.com

Estimated Assets: $100,000 to $500,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jerry Freeman, member.

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

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

           http://bankrupt.com/misc/paeb16-18202.pdf


ERICKSON INC: Obtains Final Court Approval of DIP Financing
-----------------------------------------------------------
Erickson Incorporated, a global provider of aviation services,
disclosed that on Dec. 1, 2016, less than thirty days after
granting Erickson's request to borrow $49 million under a
debtor-in-possession term loan facility (the "DIP Term Facility")
on an interim basis, the United States Bankruptcy Court for the
Northern District of Texas granted Erickson's request on a final
basis.  Final approval of Erickson's proposed financing results in
Erickson having access to the full $60 million to provide
sufficient liquidity to fund ongoing operations in the ordinary
course of business and to maintain Erickson's longstanding
commitment to safety, compliance, and customer service.

"We are pleased with the additional investment from our lenders and
the confidence they have displayed in Erickson by meeting our
financing needs," said President and CEO Jeff Roberts. "We will
continue to work toward a final restructuring plan with the
continued support of our customers and suppliers."

                         About Erickson

Founded in 1971, Erickson Incorporated --
http://www.ericksoninc.com/-- is a vertically-integrated
manufacturer and operator of the powerful heavy-lift Erickson S-64
Aircrane helicopter, and is a leading global provider of aviation
services.

Erickson currently possesses a diverse fleet of 69 rotary-wing and
fixed-wing aircraft that support a variety of government and civil
customers worldwide.

The Company, which employs 711 individuals, has a broad range of
aerial services consisting of three primary business segments: (i)
global defense and security, (ii) civil aviation services, and
(iii) manufacturing and maintenance, repair, and overhaul.

Jeff Roberts was appointed as president and chief executive officer
in April 2015.  Erickson Incorporated, based in Portland, OR, and
its affiliates filed a Chapter 11 petition (Bankr. N.D. Tex.;
Erickson Incorporated, Case No. 16-34393; Evergreen Helicopters
International, Inc., Case No. 16-34392; EAC Acquisition
Corporation, Case No. 16-34394; Erickson Helicopters, Inc., Case
No. 16-34395; Erickson Transport, Inc., Case No. 16-34396;
Evergreen Equity, Inc., Case No. 16-34397; Evergreen Unmanned
Systems, Inc., Case No. 16-34398) on November 8, 2016.  The Hon.
Barbara J. Houser presides over the case.

In its petition, the Debtor estimated $942.8 million in assets and
$881.5 million in liabilities.  The petition was signed by David
Lancelot, chief financial.

The Debtors have hired Haynes and Boone, LLP as counsel; Imperial
Capital LLC, as investment banker; Alvarez & Marsal as financial
and restructuring advisor; and Kurtzman Carson Consultants as
claims and noticing agent.


ESSEX CONSTRUCTION: Hires Bowers as Marketing Director
------------------------------------------------------
Essex Construction, LLC seeks authorization from the U.S.
Bankruptcy Court for the District of Maryland to employ Mr. Curtis
Bowers as the Debtor's marketing director.

Mr. Bowers is responsible for locating potential business
opportunities for the Debtor in Virginia and Washington, DC.  The
Debtor is seeking to expand its construction management
opportunities. In conjunction with his work for the Debtor, Mr.
Bowers periodically meets with Mr. Wrightson, the Debtor's
Executive Vice President, and other members of the Debtor's
operations to discuss and develop potential opportunities for the
Debtor.

The Debtor will pay Mr. Bowers at $38.40 per hour as a 1099
employee

Prepetition, Mr. Bowers were owed $2,525.38 representing
approximately 65.8 hours for the period October 16, 2016 to October
31, 2016.

As of Nov. 11, 2016, Mr. Bowers is owed $2,525.38, representing
wages due for the week ending Nov. 4.  Pursuant to the Debtor's
Motion for Interim and Final Use of Cash Collateral, and the Motion
to Pay Pre-Petition Wages, the Debtor sought the payment of Mr.
Bowers' past due wages.

Curtis Bowers assured the Court that he has no connection to any
creditor of the Debtor, any other party in interest, their
respective attorneys and accountants, the United States Trustee, or
any person employed in the Office of the United States Trustee.

Bowers can be reached at:

     Curtis Bowers
     Marketing Director
     Essex Construction, LLC
     9640 Pennsylvania Avenue
     Upper Marlboro, MD 20772
     Telephone: (240) 492-2001

               About Essex Construction

Essex Construction, LLC filed a Chapter 11 petition (Bankr. D. Md.
Case No. 16-24661), on November 4, 2016. The case is assigned to
Judge Thomas J. Catliota. The Debtor's counsel is Kim Y. Johnson,
at the Law Offices of Kim Y. Johnson.  

At the time of filing, the Debtor estimated assets at $0 to $50,000
and liabilities at $1 million to $10 million.  The petition was
signed by Roger R. Blunt, president and chief executive officer. 


FANNIE MAE: Elects George Haywood as Director
---------------------------------------------
George W. Haywood was elected to the Board of Directors of Fannie
Mae (formally, the Federal National Mortgage Association) and was
appointed to the Compensation Committee and the Strategic
Initiatives and Technology Committee of the Board.

Mr. Haywood, age 64, has been a self-employed private investor
since 1998.  Prior to being self-employed, from 1994 to 1998, Mr.
Haywood was the director of corporate and High Yield Bond
Investments for Moore Capital Management, a hedge fund management
firm.  Prior to joining Moore Capital Management, from 1982 to
1994, Mr. Haywood worked at Lehman Brothers, initially as a
corporate bond trader, then as a managing director, head of
corporate bond trading, and then as managing director and
proprietary trader.  Mr. Haywood has significant experience as a
financial entrepreneur.  Mr. Haywood is currently a member of the
Board of Directors of Denny's Corporation, where he serves as a
member of the Audit and Finance Committee.  Mr. Haywood was
previously a member of the Board of Directors of XM Satellite Radio
Holdings Inc. from 2004 to 2006, where he served as a member of the
Finance Committee.

Fannie Mae is entering into an indemnification agreement with Mr.
Haywood.  Based on its review of the relevant facts and
circumstances, Fannie Mae's Board determined that Mr. Haywood will
serve as an independent director.

                      About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, (In
conservatorship) is a government-sponsored enterprise that was
chartered by U.S. Congress in 1938 to support liquidity, stability
and affordability in the secondary mortgage market, where existing
mortgage-related assets are purchased and sold.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9 percent of its
common stock, and Treasury has made a commitment under a senior
preferred stock purchase agreement to provide Fannie with funds
under specified conditions to maintain a positive net worth.

As of Sept. 30, 2016, Fannie Mae had $3.25 trillion in total
assets, $3.25 trillion in total liabilities and $4.17 billion in
total equity.

For the nine months ended Sept. 30, 2016, the Company reported net
income of $7.27 billion on $79.88 billion of total interest income
compared to net income of $8.48 billion on $82.07 billion of total
interest income for the nine months ended Sept. 30, 2015.

                        About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in        


1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.


FM KELLEY: Court Extends Exclusive Plan Filing Period to Jan. 7
---------------------------------------------------------------
Judge Robert E. Grossman of the U.S. Bankruptcy Court for the
Eastern District of New York extended FM Kelly Construction Group,
Inc.'s exclusive period to file a Plan of Reorganization from
November 8, 2016 to January 7, 2017.

The Debtor previously sought an extension of its exclusive period,
telling the Court that it was still working on various issues
relating to the reorganization that will further progress beyond
the current 180-day small business case deadline to file a plan of
reorganization.  The Debtor further told the Court that it would
require time to analyze the claims filed against it, including, but
not limited to the large claim filed by Forty Seventh Fifth Company
LLC.  The Debtor added that it was in the process of negotiating
lease terms for a new lease for office space.  The Debtor contended
that it was seeking an extension of the 180-day deadline to comport
with the realities of the Debtor's reorganization.

           About FM Kelly Construction Group, Inc.

FM Kelly Construction Group, Inc., a New York based company filed
for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No.
16-72143) on May 12, 2016.  The petition was signed by Joseph
Barbera, chief financial officer.

Judge Robert E. Grossman presides over the case.

The Debtor estimated assets of $50,000 to $100,000 and estimated
liabilities of $1 million to $10 million.



FOREST ENERGIES: Seeks to Hire Crockett as Legal Counsel
--------------------------------------------------------
Forest Energies, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Alabama to hire legal counsel.

The Debtor proposes to hire C. Taylor Crockett, P.C. to give legal
advice regarding its duties under the Bankruptcy Code and provide
other legal services related to its Chapter 11 case.

The firm will be paid an hourly rate of $375 and will receive
reimbursement for work-related expenses.

Crockett does not hold or represent any interest adverse to the
Debtor's bankruptcy estate, according to court filings.

The firm can be reached through:

     C. Taylor Crockett, Esq.
     C. Taylor Crockett, P.C.
     2067 Columbiana Road
     Birmingham, AL 35216
     Tel: 205-978-3550
     Fax: 205-978-3556
     Email: taylor@taylorcrockett.com

                      About Forest Energies

Forest Energies, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N. D. Ala. Case No. 16-04794) on November
18, 2016.  The petition was signed by Lenn W. Morris, managing
member.  

The case is assigned to Judge Tamara O. Mitchell.

At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of $1 million to $10 million.


FRESH & EASY: Wins Preliminary Approval of $50K Class Suit Accord
-----------------------------------------------------------------
The Delaware Bankruptcy Court granted preliminary approval of the
settlement agreement of the class action captioned as, Darlene
Lewis, on behalf of herself and all other similarly situated,
Plaintiff, vs. Fresh & Easy, LLC, and Does 1 through 25, inclusive,
Defendants, Adv. Proc. No. 16-50030 (Bankr. D. Del.).

The Court certified, for settlement purposes, a class of all former
employees of Fresh & Easy who worked at the Company's Nevada or
Arizona locations and who filed proofs of claim seeking accrued and
unused paid-time-off that was not paid to them upon their
separation of employment.

The Settlement Agreement would result in the satisfaction of
disputed, contingent, unliquidated proofs of claim in exchange for
these terms:

     (1) a priority claim in the amount of 33.3% of their
         calculated value;

     (2) attorneys' fees in the amount of 50% of the total
         sum paid to Class Members;

     (3) costs in the amount of $3,500; and

     (4) an unsecured claim in the amount of $10,000 to
         Class Representative Darlene Lewis.

The total amount of the settlement is approximately $50,000.

The Settlement Agreement contemplates distributions to Class
Members within 30 days of the Settlement Effective Date.

Ms. Lewis is appointed class representative.  Thierman Buck LLP and
the Law Office of Edward J. Komowski LLC are appointed class
counsel.

Epiq Bankruptcy Solutions serve as claims administrator.

A settlement fairness hearing is set for March 29, 2017.

Attorneys for Darlene Lewis on behalf of herself and all other
similarly situated persons:

     Edward J. Kosmowski, Esq.
     The Law Office of Edward J. Kosmowski, LLC
     2 Mill Road, Suite 202
     Wilmington, DE 19806
     Telephone: (302) 351-9010
     Facsimile: (302) 635-1805
     E-mail: Ed@KosmowskiLaw.com

          - and -

     Mark R. Thierman, Esq.
     Joshua D. Buck, Esq.
     Leah L. Jones, Esq.
     THIERMAN BUCK LLP
     7287 Lakeside Drive
     Reno, NV 89511
     Tel: (775) 284-1500
     Fax: (775) 703-5027

Martin O'Sullivan, writing for Bankruptcy Law360, reported that
Delaware Bankruptcy Judge Brendan L. Shannon gave initial approval
to the settlement, weeks after labeling a class action waiver in
the company's arbitration agreement illegal.  In an issue of first
impression in the Third Circuit, Judge Shannon in October ruled
that Fresh & Easy's class action waiver in an employee arbitration
agreement violates the National Labor Relations Act.

                    About Fresh & Easy, LLC

Fresh & Easy, LLC, a chain of grocery stores in the Southwest
United States, filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 15-12220) on Oct. 30, 2015.  The petition was signed
by Peter McPhee, the CFO.  The Debtor estimated assets of $10
million to $50 million and liabilities of at least  $100 million.

Judge Christopher S. Sontchi is assigned to the case.

The Debtor has engaged Cole Schotz P.C. as counsel, Epiq
Bankruptcy
Solutions, LLC, as claims and noticing agent, DJM Realty Services,
LLC, and CBRE Group, Inc., as real estate consultants and FTI
Consulting, Inc., as restructuring advisors.

The Official Committee of Unsecured Creditors hired Fox Rothschild
LLP and ASK LLP as counsel.

                        *     *     *

The Debtor has undertaken the process of liquidating the estate's
assets located at its retail locations and distribution center
with
the assistance of Hilco Merchant Resources, LLC, and Industrial
Assets Corp., respectively, has engaged DJM Realty Services, LLC,
and CBRE, Inc., to market its leasehold interests, and has
recently
engaged Hilco Streambank to assist with the disposition of its
intellectual property.

As part of the claims process, a bar date of Feb. 19, 2016, was
established by the Court for creditor claims.


GARDEN OF EDEN: Wants Plan Exclusivity Extended Until March 27
--------------------------------------------------------------
Garden of Eden Enterprises, Inc. and its affiliated Debtors ask the
U.S. Bankruptcy Court for the Southern District of New York to
extend the periods during which the Debtors have the exclusive
right to file a plan of reorganization and solicit acceptances to
such plan, to and including March 27, 2017 and May 26, 2017,
respectively.

The Debtors relate that at the Petition Date, their accounting
books and records were required to be current and updated.  The
Debtors further relate that they have limited accounting staff to
prepare Schedules and Statements of Financial Affairs for each
Debtor, as well as monthly Operating Reports.

The Debtors contend that during the first few months of these
bankruptcy cases, they have been focusing their attention on
working with their vendors to ensure that they have sufficient
inventory in their stores, increasing sales and reducing expenses
while transitioning into Chapter 11 and complying with its
obligations as debtors-in-possession.

Now that the holiday season is approaching, which is customarily
their busiest season, the Debtor also relate that their attention
is now focused on ensuring that they are providing the best quality
goods and services for their customers and maximizing sales.  The
Debtor further relate that it is imperative for them to get through
the holiday season so that they will have the benefit of the sales
figures for this time period.

At this time, the Debtors assert that they are not in a position to
present a plan and disclosure statement, as they will still be
evaluating their businesses and formulate and negotiate a plan of
reorganization with its secured creditors and the Committee through
the holiday season.

A hearing on the Debtors' motion will be held on December 15, 2016
at 10:00 a.m., and any objections thereto are due on December 8,
2016.

                      About Garden of Eden Enterprises

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

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

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

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

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

U.S. Trustee William K. Harrington on Sept. 15, 2016, appointed
three creditors to serve on the official committee of unsecured
creditors of Garden of Eden Enterprises, Inc., et al.  The Official
Committee has retained Sullivan & Worcester LLP as counsel to the
Committee, effective October 6, 2016.


GARNER GROVES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Garner Groves And Cattle Co., Inc.
        PO Box 451
        Arcadia, FL 34266

Case No.: 16-10128

Chapter 11 Petition Date: November 29, 2016

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Judge: Hon. Caryl E. Delano

Debtor's Counsel: Frank Ribel, Jr., Esq.
                  FRANK RIBEL, JR. ATTORNEY AT LAW
                  25 East Oak Street
                  Arcadia, FL 34266
                  Tel: 863-494-7139
                  Fax: 863-494-3204
                  E-mail: frankribeljrlawyer@embarqmail.com

Total Assets: $3.96 million

Total Liabilities: $1.29 million

The petition was signed by Cheryl G. Stewart, authorized
representative.

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

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

          http://bankrupt.com/misc/flmb16-10128.pdf


GENE CHARLES: Case Summary & 10 Unsecured Creditors
---------------------------------------------------
Debtor: Gene Charles Valentine Trust
           dba Gene Charles Valentine Living Trust
        PO Box 31
        Wellsburg, WV 26070

Case No.: 16-01196

Type of Debtor: Business Trust

Chapter 11 Petition Date: November 28, 2016

Court: United States Bankruptcy Court
       Northern District of West Virginia (Wheeling)

Judge: Hon. Patrick M. Flatley

Debtor's Counsel: Salene Rae Mazur Kraemer, Esq.
                  MAZUR KRAEMER BUSINESS LAW
                  603 Washington Road, Suite 500
                  Pittsburgh, PA 15228
                  Tel: 412-342-5491
                  Fax: 888-718-6752
                  E-mail: salene@mazurkraemer.com

Estimated Assets: $50 million to $100 million

Estimated Debts: $10 million to $50 million

The petition was signed by Gene Charles Valentine, trustee.

Debtor's List of 10 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Bethany College                         Loan                  $0

Chesapeake Appalachia               Plan Payments       $112,000

First National Bank                     Loan             Unknown

Gene Charles Valentine                  Loan         $14,368,217
P.O. Box 31
Bethany, WV 26032


Gulf Coast Bank and Trust          12 tracts of WV       Unknown
                                    property, Peace
                                    Point Equestrian
                                  Center, GCV Trust's
                                   inventory, chattel
                                   paper, accounts
                                   investment property,
                                        equipment

Main Street Bank                       Bar IAGO          $92,000
                                   2478 Ogleby Drive
                                   Wheeling, WV 26003

Mark Bergeron                            Parcel           $1,758

National Loan Investors LP                               Unknown

United States Treasury            Federal Income Taxes   Unknown

WV State Tax Department                   Tax                 $0


GLOBALLOGIC HOLDINGS: S&P Assigns 'B' Rating on $300MM Loan
-----------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '3'
recovery rating to Santa Clara, Calif.-based GlobalLogic Holdings
Inc.'s $300 million first-lien term loan and $50 million revolving
credit facility.  The '3' recovery rating indicates S&P's
expectation of meaningful (50%-70%, lower half of the range)
recovery for first-lien debt holders in the event of default.

The 'B' corporate credit rating on GlobalLogic is unchanged after
the refinancing of its existing $160 million first-lien term loan
and repayment of a portion of the senior unsecured payment-in-kind
shareholder notes, as the total debt outstanding will remain
constant.  The company has also increased its borrowing limit under
the new revolving credit facility, which is now $50 million instead
of $25 million.

                        RECOVERY ANALYSIS

Key analytical factors

   -- S&P's simulated default scenario assumes a default occurring

      in 2019 due to heightened competition from new entrants into

      the outsourced product development segment and the loss of
      contracts as technology firms redirect their research and
      development budgets toward projects outside the company's
      scope.

   -- S&P has valued the company as a going concern using a 5.5x
      multiple and its estimated emergence EBITDA to estimate
      recovery.

Simulated default assumptions

   -- Simulated year of default: 2019
   -- EBITDA at emergence: $34 million
   -- EBITDA multiple: 5.5x
   -- LIBOR at default: 3%

Simplified waterfall

   -- Net enterprise value (after 3% administrative costs):
      $179 million
   -- Valuation split in % (obligors/non-obligors): 20/80
   -- Collateral value available to first-lien debt claims
      (collateral/non-collateral): $127 million/$48 million
   -- Secured first-lien debt claims: $348 million
      -- Recovery expectations: 50% to 70% (lower half of the
         range)

RATINGS LIST

GlobalLogic Holdings Inc.
Corporate Credit Rating                     B/Stable/--

New Ratings

GlobalLogic Holdings Inc.
Senior Secured
US$300 mil 1st lien term bank ln due        B
2023              
  Recovery Rating                            3L
US$50 mil revolv bank ln due 2021           B
  Recovery Rating                            3L


GRAND & PULASKI: Unsecureds To Recoup 20% Under Plan
----------------------------------------------------
Grand & Pulaski Citgo, Inc., filed with the U.S. Bankruptcy Court
for the Northern District of Illinois a disclosure statement
referring to the Debtor's plan of reorganization.

Class 5 comprises holders of general unsecured claims other than
the Villalva/Nolan claim and any unsecured deficiency claim of
Bartholomew.  Holders of Class 5 Allowed Claims will be paid 20% of
the amount of the claimant's allowed claim with payments to be made
by the Debtor within 90 days following the Effective Date.  Class 5
consists of 13 prepetition unsecured creditors of the Debtor
holding allowed claims in the aggregate amount of $16,479.95, which
unsecured creditors will receive a total pro rata dividend on
account of their unsecured claims in the amount of $3,295.99,
constituting 20% of the Class 5 Claims.  Payments to this class of
general unsecured claimants will be made by the Debtor from revenue
derived from the operation of the G&P Service Station.  In
addition, Schedule E/F: Creditors Having Unsecured Claims filed by
the Debtor in this case lists an additional 25 individuals or
entities which have or may have asserted claims against the Debtor,
which claims are designated as unliquidated or disputed and which
creditors have failed to timely file their proofs of claim.  These
individuals or entities will receive no dividend or distribution on
account of any claims which they may assert against the Debtor.
Class 5 Claims are impaired under the Plan.

It is anticipated that Scali will sell the Two Flat, reducing the
secured debt owed by the Debtor and Scali to the secured lender,
Michael Bartholomew.  The Debtor and Scali have proposed that
Bartholomew receive $140,000 from the sale of the Two Flat and that
the remaining proceeds, less costs of sale, be used to fund the
payment of administrative expenses in the Debtor's and Scali's
Chapter 11 cases.  Pending the sale of the Two Flat, the Debtor
will continue to collect the rents and manage the Two Flat.

Distribution under the Plan will be made from the Debtor's revenue
derived from the Debtor's operation of the G&P Service Station, the
proceeds of the Stella Nanos Loan and, pursuant to agreement with
Bartholomew, a portion of the net proceeds derived from the sale of
the Two Flat in an amount estimated to be in the range of $50,000
to $60,000.

The Disclosure Statement is available at:

          http://bankrupt.com/misc/ilnb16-05081-60.pdf

The Plan was filed by the Debtor's counsel:

     Joel H. Shapiro, Esq.
     KAMENEAR KADISON SHAPIRO & CRAIG
     20 North Clark Street
     Suite 2200
     Chicago, IL 60602
     Tel: (312) 332-0490
     E-mail: jshapiro@kksclaw.com

               About Grand & Pulaski Citgo

Grand & Pulaski Citgo, Inc., is an Illinois corporation.  It
operates the G&P Service Station, which occupies commercial
property owned by John M. Scali, Sr., through a land trust of which
he is the sole beneficiary, located at 3949-51, 3953-55 and 3965
West rand Avenue aka 3959 W. Grand Avenue, Chicago.  The trust also
hold legal title to the residential rental property located at 1331
N. Pulaski Road, Chicago.  The trust also hold legal title to the
residential property located  at 1331 N. Plaski Road, Cicago.  The
Two Flat is adjacent to the G&P Service station and is fully
entered. The Two Flat generates rental income of $1,905 per month.

The Debtor filed a Chapter 11 petition (Bankr. N.D. Ill. Case No.
16-05081) on Feb. 17, 2016.  The petition was signed by John M.
Scali, Sr., president.  The case is assigned to Judge Deborah L.
Thorne.  The Debtor estimated assets at $100,000 to $500,000 and
debt at $1 million to $10 million at the time of the filing.  The
Debtor is represented by Joel H. Shapiro, Esq., at Kamenear Kadison
Shapiro & Craig.


GULFMARK OFFSHORE: Raging Capital Owns 18.9% of Class A Shares
--------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Raging Capital Management, LLC disclosed that as of
Nov. 23, 2016, it beneficially owns 5,113,155 shares of Class A
common stock, $0.01 par value, of GulfMark Offshore, Inc.,
representing 18.9 percent of the shares outstanding.  William C.
Martin, chairman, chief investment officer and managing member of
Raging Capital, also reported beneficial ownership of 5,133,155
Class A shares.  A full-text copy of the regulatory filing is
available for free at https://is.gd/ysH7WX

                       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: Releases November 2016 Investor Presentation
---------------------------------------------------------------
GulfMark Offshore, Inc. posted an investor presentation in the
Investors section of its website at www.gulfmark.com.  A copy of
the presentation is available for free at https://is.gd/7S5NI3

                        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.


H & S AUTO: Seeks to Hire Center City as Legal Counsel
------------------------------------------------------
H & S Auto Outlet, Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania to hire legal
counsel.

The Debtor proposes to hire Center City Law Offices, LLC to give
legal advice regarding its duties under the Bankruptcy Code and
provide other legal services related to its Chapter 11 case.

The firm will be paid an hourly rate of $250 for its services.

Maggie Soboleski, Esq., at Center City Law Offices, 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:

     Maggie S. Soboleski, Esq.
     Center City Law Offices, LLC
     2705 Bainbridge Street
     Philadelphia, PA 19146
     Phone: (215)620-2132
     Email: msoboles@yahoo.com

                     About H & S Auto Outlet

H & S Auto Outlet, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (E.D. Pa. Case No. 16-17984) on November 15, 2016.
The petition was signed by Upinder Sawhney.  

The case is assigned to Judge Jean K. Fitzsimon.

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


HAMPSHIRE GROUP: Dec. 7 Meeting Set to Form Creditors' Panel
------------------------------------------------------------
Andy Vara, Acting United States Trustee for Region 3, will hold an
organizational meeting on Dec. 7, 2016, at 10:00 a.m. in the
bankruptcy case of Hampshire Group Limited.

The meeting will be held at:

            The Doubletree Hotel
            700 King Street
            Wilmington, DE 19801

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

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

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

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

                      About 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.


HISTORIC TIMBER: Wants Plan Filing Period Extended to March 31
--------------------------------------------------------------
Historic Timber & Plank, Inc. asks the U.S. Bankruptcy Court for
the Southern District of Illinois to extend its exclusive period
for filing a plan of reorganization from December 27, 2016 to March
31, 2017.

The Debtor relates that since the Petition Date, it has obtained
post-petition financing to provide working capital for its business
operations and has increased its gross revenues due to the
expansion of international sales.  The Debtor further relates that
these increased operations have generated interest from third
parties for potential investment in the Debtor, or, alternatively,
for the potential sale of the business operation and assets.

The Debtor tells the Court that it is currently engaged in serious
discussions with an interested party, although no formal offer for
investment or purchase has been made to the Debtor as of this date.
The Debtor further tells the Court that should the discussions not
result in additional investment or an asset sale, the Debtor's plan
of reorganization could look substantially different from a plan
that contemplates the sale of assets or capital investment from a
third party.

The Debtor adds that it anticipates that any asset sale would be
approved and closed prior to the filing of a plan, which would
require approximately 90-120 days from notice to closing.

The Debtor contends that additional time is needed for it to
develop a plan of reorganization due to the uncertainty regarding
the direction of the plan.

             About Historic Timber & Plank, Inc.

Historic Timber & Plank, Inc., sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Ill. Case No. 16-31007) on June
28, 2016.  The petition was signed by Joseph Adams, president.  The
Debtor is represented by Mary E. Lopinot, Esq., at Mathis, Marifian
& Richter, Ltd.  The case is assigned to Judge William V.
Altenberger.  At the time of the filing, the Debtor estimated its
assets at $0 to $50,000 and debts at $1 million to $10 million.


IDERA PHARMACEUTICALS: Inks License Agreement with Vivelix Pharma
-----------------------------------------------------------------
Idera Pharmaceuticals, Inc., and Vivelix Pharmaceuticals, Ltd.,
have entered into an exclusive license and collaboration agreement
granting Vivelix worldwide rights to develop and market IMO-9200,
an antagonist of TLR 7,8 and 9, for non-malignant gastrointestinal
disorders.  As part of the agreement, Idera has agreed to create
and characterize potential back-up compounds for Vivelix.

"We are excited to acquire an asset as innovative and potentially
transformational as IMO-9200," stated Bill Forbes, president & CEO
at Vivelix Pharmaceuticals Ltd.  "All of us at Vivelix look forward
to developing this potentially life -- changing therapy for
patients suffering from gastrointestinal diseases."

"The team at Vivelix has a tremendous track record in successful
development and marketing of products in the gastrointestinal
disease category," stated Vincent Milano, Idera's chief executive
officer.  "We are pleased to be able to enter into this agreement
with a team that we are confident can guide IMO-9200 through the
next phases of development and ultimately into the hands of
physicians and patients suffering from these severe, debilitating
conditions."

Under the terms of the agreement, Idera will receive an upfront fee
of $15 million.  In additional Idera will be eligible for future
IMO-9200 related development, regulatory and sales milestone
payments totaling up to $140 million, and escalating royalties
ranging from the mid single-digits to low double-digits of global
net sales.  In addition, under the terms of the agreement and if
requested by and at Vivelix's expense, Idera is responsible for
developing potential back up compounds to IMO-9200.  As it relates
to back-up compounds Idera will be eligible for related
development, regulatory sales and milestone payments totaling up to
$52.5 million and escalating royalties ranging from the mid
single-digits to low double-digits of global net sales.

Additional information is available for free at:
  
                      https://is.gd/cc3vyo

                         About IMO-9200

IMO-9200 is an orally delivered, synthetic oligonucleotide-based
antagonist of toll-like receptor (TLR) 7,8 and 9.  IMO-9200 had
demonstrated activity in several pre-clinical studies of disorders
characterized by acute and chronic inflammation in the
gastrointestinal tract.  Additionally, IMO-9200 was demonstrated to
be safe and tolerable in a Phase 1 clinical trial in healthy
subjects.

                           About Idera

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

Idera reported a net loss of $48.6 million in 2015 following a net
loss of $38.6 million in 2014.

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


IMPLANT SCIENCES: Equity Panel's Challenge Period Moved to Jan. 23
------------------------------------------------------------------
Vince Sullivan, writing for Bankruptcy Law360, reported that the
official committee of equity security holders in the Chapter 11
case of Implant Sciences received court approval in Delaware for
another month to investigate and file challenges to prepetition
secured claims.   During a hearing in Wilmington, attorneys for the
equity committee asked a Delaware bankruptcy judge for a 60-day
extension to conduct discovery into prepetition transactions by
Implant Sciences and its secured lenders.  The committee asked to
have the period originally set to expire Dec. 23 stretched to Feb.
23.

The court extended so-called challenge period to and including Jan.
23, 2017.

Jeff Montgomery, writing for Bankruptcy Law360, reported last week
that Implant Sciences Inc. and its lenders slammed the equity
committee's bid to deeply probe the company's financial history.
They told the Delaware bankruptcy judge the committee is heading
for "an unfettered fishing expedition."  Attorneys for Implant
Sciences, joined by its lenders, said the equity group's Chapter 11
discovery requests have taken aim at lender documents and
developments dating as far back as 2008.  A company bankruptcy
court filing described the demands as "far-reaching, intrusive and
expensive" as well as unwarranted.

                      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.  The Equity Committee
tapped FTI Consulting, Inc. as financial advisor.

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.


INNOVATIVE OBJECTS: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Innovative Objects, LLC, as of
Nov. 29, according to a court docket.

                    About Innovative Objects

Innovative Objects, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W. D. Mo. Case No. 16-30446) on Sept. 8,
2016.  The petition was signed by Joe Frazier, manager.
  
The case is assigned to Judge Cynthia A. Norton.

At the time of the filing, the Debtor estimated assets of less than
$1 million and liabilities of $10 million to $50 million.


INTEGRATED BIOPHARMA: Shareholders Approve Executive Compensation
-----------------------------------------------------------------
Integrated Biopharma, Inc., held its 2016 annual meeting of
shareholders on Nov. 28, 2016, at which the shareholders adopted a
non-binding, advisory resolution approving the compensation paid to
the Company's named executive officers.  The shareholders also
voted in favor of ratifying the appointment of Friedman, LLP as the
Company's independent auditors for the fiscal year ending June 30,
2017.

A total of 21,105,174 shares of the Company's common stock, par
value $0.002 per share, were entitled to vote as of the close of
business on Oct. 14, 2015, the record date for the Annual Meeting.
The holders of 17,466,360 shares of common stock, a majority, were
present in person or represented by proxy at the Annual Meeting, at
which the shareholders were asked to vote on two proposals.

                   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.

                        *   *    *

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


INTERNATIONAL SEAWAYS: S&P Assigns 'B' CCR, Outlook Stable
----------------------------------------------------------
S&P Global Ratings said that it has assigned its 'B' corporate
credit rating to U.S.-based International Seaways Inc.  The outlook
is stable.

At the same time, S&P affirmed its 'BB-' issue-level ratings on the
company's revolver and secured term loan, both of which mature in
2019.  The '1' recovery ratings remain unchanged, indicating S&P's
expectation for very high recovery (90%-100%) in the event of a
payment default.

"Our rating on International Seaways reflects the company's
exposure to the volatile and competitive international tanker
market and the weakening economic conditions in this industry,"
said S&P Global credit analyst Michael Durand.  "The rating also
reflects the company's decreased business diversity and smaller
size following its spin-off from OSG.  These issues are somewhat
offset by International Seaways' solid market position in the
international tanker industry, its long-tenured management team,
and the company's participation in commercial pools, which increase
its vessel utilization."

The stable outlook on International Seaways reflects S&P's
expectation that the company will maintain a funds from operations
(FFO)-to-debt ratio in the teens percent area over the long term.
In addition, S&P believes that International Seaway's participation
in commercial pools will somewhat mitigate the inherent volatility
of the international shipping market.

Although unlikely, S&P could lower its ratings on International
Seaways in the next 12 months if the company's earnings decline
because of cyclical pressures, causing its FFO-to-debt ratio to
decline below 8% for a sustained period.

S&P could raise its rating on International Seaways over the next
year if the conditions in the international shipping market
improve, causing the company's credit metrics to exceed S&P's
expectations such that its FFO-to-debt ratio remains above 20% for
a sustained period.



INTERNATIONAL TECHNICAL: Chairman to Contribute $3M to Fund Plan
----------------------------------------------------------------
International Technical Coatings, Inc., will receive a $3 million
contribution from its chairman to fund its proposed plan to exit
Chapter 11 protection, according to the company's latest disclosure
statement.

ITC Chairman Johnnie Caldwell will contribute $3 million in cash on
or before the effective date of the restructuring plan.  The
contribution will come from the refinancing or sale of certain
assets owned by Mr. Caldwell.

The $3 million contribution is part of a settlement agreement
between Mr. Caldwell and business partner Thomas Fisher, who made
capital contribution to support ITC's continued expansion.  The
agreement was reached following a mediation held on October to
resolve their disputes.

Under the latest plan, all allowed secured claims will be paid in
full with interest on the effective date.  The claims will be paid
out of refinancing obtained by ITC.  

Meanwhile, ITC proposes to afford holders of allowed unsecured
claims an election of treatment under the plan.

Each holder of an unsecured claim may choose to elect: (i) payment
of 61% of its claim on the effective date; or (ii) payment of the
full amount of its claim over the course of three years.  Unsecured
claimants that elect full payment over time will receive interest
of 2% per annum commencing on the effective date, according to the
latest disclosure statement filed on November 8.

A copy of the disclosure statement is available for free at
https://is.gd/KJu6K0

                 About Int'l Technical Coatings

International Technical Coatings, Inc. is a Phoenix, Arizona-based
steel wire manufacturer.  It has facilities located in Phoenix,
Arizona and Columbus, Ohio.

ITC filed a Chapter 11 bankruptcy petition (Bank. D. Ariz. Case No.
15-14709) on Nov. 18, 2015.  John Caldwel, the chairman, signed the
petition.  Judge Madeleine C. Wanslee is assigned the case.

Bank of America Bank, N.A., which is owed more than $25.7 million
in outstanding matured, defaulted loan obligations, applied for the
appointment of a receiver over ITC on Oct. 28, 2015.  The Maricopa
County Superior Court held an initial hearing on the matter on Nov.
4, 2015, and a final hearing was scheduled for Nov. 18.  Unable to
secure an agreement with the Bank prior to the scheduled hearing,
ITC filed for Chapter 11 protection.

In its petition, the Debtor estimated assets of $50 million to $100
million and liabilities of more than $10 million.

The Debtor tapped Osborn Maledon, P.A., as bankruptcy counsel.
Morris Anderson & Associates, Ltd. serves as the Debtor's financial
advisor.

The Office of the U.S. Trustee appointed seven creditors to the
official committee of unsecured creditors.  Stinson Leonard Street,
LLP represents the committee.  The Law Offices of Michael W.
Carmel, Ltd. serves as its conflicts counsel.  The Committee
retained KRyS Global, USA, as its financial advisor.

Secured creditor Bank of America is represented by Robert J.
Miller, Esq., Kyle S. Hirsch, Esq., and Amanda L. Cartwright, Esq.,
at Bryan Cave LLP.


JEVIC TRANSPORTATION: Supreme Court Moves Oral Argument to Dec. 7
-----------------------------------------------------------------
The U.S. Supreme Court moved the argument date to Wednesday,
December 7, 2016, in the case captioned CASIMIR CZYZEWSKI, et al.,
v. Petitioners, JEVIC HOLDING CORP., et al., Respondents, No.
15-649 (U.S.).

The Petitioners, in November last year, filed a petition for a writ
of certiorari presenting the question: Whether a bankruptcy court
may authorize the distribution of settlement proceeds in a manner
that violates the statutory priority scheme.

The Petitioners' question is based on their argument that Section
507 of the Bankruptcy Code grants payment priority to some
unsecured claims, including claims for certain wages and employee
benefits earned before the bankruptcy filing.  That priority claims
must be paid in full before other unsecured claims may be paid from
estate assets, the Petitioners said.  The debtor, Jevic, agreed to
settle a cause of action belonging to the estate.  Rather than
distributing the settlement proceeds under a confirmed plan of
reorganization, the debtor then sought a "structured dismissal" of
the bankruptcy case. The dismissal order provided that the
settlement proceeds would be paid to general unsecured creditors,
rather than to petitioners, former employees of the debtor whose
claims have priority over those of general unsecured creditors
under Section 507(a)(4) and (5).

The Petitioners are represented by:

     Jack A. Raisner, Esq.
     Rene S. Roupinian, Esq.
     Robert N. Fisher, Esq.
     OUTTEN & GOLDEN LLP
     685 Third Ave., 25th Fl.
     New York, NY 10017

        -- and --

     Christopher D. Loizides, Esq.
     LOIZIDES P.A.
     1225 King St., Ste. 800
     Wilmington, DE 19801

        -- and --

     Danielle Spinelli, Esq.
     Craig Goldblatt, Esq.
     Joel Millar, Esq.
     JONATHAN SEYMOUR WILMER CUTLER PICKERING
        HALE AND DORR LLP
     1875 PennsylvaniaAve.,NW
     Washington, DC 20006
     Tel: (202) 663-6000
     E-mail: danielle.spinelli@wilmerhale.com

                 About Jevic Transportation

Based in Delanco, New Jersey, Jevic Transportation Inc. --
http://www.jevic.com/-- provided trucking services.  Two   
affiliates -- Jevic Holding Corp. and Creek Road Properties-- have
no assets or operations.  Jevic et al. sought Chapter 11
protection (Bankr. D. Del. Case No. 08-11008) on May 20, 2008.

Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr
Harrison Harvey Branzburg & Ellers, in Wilmington, Del.,
represented the Debtors.

The U.S. Trustee for Region 3 appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Robert J.
Feinstein, Esq., Bruce Grohsgal, Esq., and Maria A. Bove, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Del., represent
the Official Committee of Unsecured Creditors.

Before filing for bankruptcy, the Debtors initiated an orderly
wind-down process.  As a part of the wind-down process, the
Debtors ceased substantially all of their business and
terminated roughly 90% of their employees.  The Debtors continue
to manage the wind-down process in an attempt to deliver all
freight in their system and to retrieve their assets.

When the Debtors sought protection from their creditors, they
estimated assets and debts between $50 million and $100 million.
At Oct. 31, 2010, the Debtor had total assets of $425,000, total
liabilities of $12.2 million, and a stockholders' deficit of
$11.8 million.


JOURNEY HOSPICE: Clark Hammond Seeks Appointment as Ombudsman
-------------------------------------------------------------
Clark R. Hammond, Esq., of the law firm of Wallace, Jordan, Ratliff
& Brandt, LLC, asks the U.S. Bankruptcy Court for the Northern
District of Alabama to appoint himself as patient care ombudsman to
the debtor, Journey Hospice Care of Houma, Louisiana, LLC.

Pursuant to an Order dated July 13, 2016, the Court has directed
Mr. Hammond to file an Application for Approval of Employment as
Patient Care Ombudsman.  

According to Mr. Hammond, his firm, Wallace Jordan, was selected in
part because of their experience in the healthcare industry and
bankruptcy proceedings.  

As PCO, Mr. Hammond and Wallace Jordan will:

   a. monitor the quality of patient care provided to patients of
      the Debtor, to the extent necessary under the
      circumstances, including interviewing patients and
      physicians;

   b. report to the court after notice to the parties in
      interest, at a hearing or in writing, regarding the quality
      of patient care provided to patients of the Debtors;

   c. if the ombudsman determines that the quality of patient
      care provided to patients of the Debtors is declining
      significantly or is otherwise being materially compromised,
      file with the Court a motion or a written report, with
      notice to the parties-in-parties, immediately upon making
      such determination; and

   d. maintain any information obtained by the ombudsman
      under Sec. 333 of the Bankruptcy Code that relates to
      patients as confidential information.  The ombudsman may
      not review confidential patient records unless the court
      approves the review in advance and imposes restrictions on
      such ombudsman to protect the confidentiality of such
      records.

Mr. Hammond will be paid at the hourly rate of $375.  He will also
be reimbursed for reasonable out-of-pocket expenses incurred.

Clark R. Hammond, member of Wallace Jordan Ratliff & Brandt, LLC,
assured the Court that he is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

Wallace Jordan can be reached at:

     Clark R. Hammond, Esq.
     WALLACE JORDAN RATLIFF & BRANDT, LLC
     800 Shades Creek Parkway, Suite 400
     Birmingham, AL 35209
     Tel: (205) 870-0331
     E-mail: chammond@wallacejordan.com

                       About Journey Hospice Care

Journey Hospice Care of Houma, Louisiana, LLC sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No.
16-02556) on June 23, 2016. The petition was signed by April H.
Rice, managing member.

The case is assigned to Judge Tamara O Mitchell.

At the time of the filing, the Debtor disclosed $486,081 in assets
and $6.63 million in liabilities.

The Debtor is operating its businesses and managing its assets as
debtor-in-possession pursuant to Sections 1107 and 1108 of the
Bankruptcy Code. No trustee or examiner has been appointed in the
Debtor's bankruptcy case.

The Debtor has employed C. Taylor Crockett as its bankruptcy
counsel and Gordon, Dana & Gilmore, LLC as special counsel.


KDS GROUP: Seeks to Hire Liepins as Legal Counsel
-------------------------------------------------
KDS Group, PLLC 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., the attorney designated to represent the
Debtor, will be paid an hourly rate of $275.  The hourly rate of
the firm's paralegals and legal assistants ranges from $30 to 50.

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

                         About KDS Group

KDS Group, PLLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E. D. Texas Case No. 16-42101) on November
17, 2016.  

At the time of the filing, the Debtor estimated assets of less than
$100,000 and liabilities of less than $1 million.


KEY ENERGY: Cooper Management, et al, Object to Prepackaged Plan
----------------------------------------------------------------
BankruptcyData.com reported that Cooper Management and Susan Salt
Water Disposal Well of Burke County, ND filed with the U.S.
Bankruptcy Court separate objections to Key Energy Services' Joint
Prepackaged Plan of Reorganization. Cooper Management asserts,
"Since Key's filing of its bankruptcy petition, Cooper has received
an estimate of the expected costs of repair the Premises as a
result of key's use of the premises. Exhibit B is an estimate of
$76,800 received from Victor G. Miller Construction. Cooper does
not believe that any of the repairs are the product of ordinary
wear and tear. To date, Cooper expects that its actual and
reasonable legal fees and expenses to date exceed $7,500. Finally,
on November 11, 2016, Cooper contracted to have limited Phase II
environmental testing done at the Premises. Cooper has not yet
received the results of the testing. Accordingly, taken together,
Cooper's damages exceed $134,300, not including any unpaid
utilities or taxes due under the Lease, any claims for
indemnification or contribution for environmental remediation
necessary as a result of Key's use of the Premises, and any
additional legal fees and expenses incurred by Cooper."

                        About Key Energy

Headquartered in Houston, Texas, Key Energy, Inc., claims to be the
largest domestic onshore, rig-based well servicing contractor based
on the number of rigs owned.  The Company provides a full range of
well services to major oil companies, foreign national oil
companies and independent oil and natural gas production companies
including Chevron Texaco Exploration and Production.

Each of Misr Key Energy Investments, LLC, Key Energy Services,
Inc., Key Energy Services, LLC, and Misr Key Energy Services, LLC,
filed a voluntary petition under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Lead Case No. 16-12306) on Oct. 24, 2016.  Key's
other domestic and foreign subsidiaries are not part of the
bankruptcy filing.

As of the second quarter of 2016, the Company had approximately
$1.13 billion in total assets and approximately $1 billion in
aggregate funded debt.  As of the date of the Petition Date, the
Debtors hold approximately $29.8 million in encumbered,
unrestricted cash.  The Debtors currently have approximately $13.4
million of trade debt and other debt owed to general unsecured
creditors, as disclosed in court papers.

The Debtors have hired Sidley Austin LLP as general bankruptcy
counsel; Young, Conaway, Stargatt & Taylor, LLP, as Delaware
counsel; PJT Partners LP as investment bankers; Alvarez and Marsal
North America, LLC, as financial advisors; and Epiq Bankruptcy
Solutions, LLC, as notice, claims, solicitation and voting agent.

                            *     *     *

Key Energy filed for Chapter 11 pursuant to the terms of a plan
support agreement among Key, Platinum Equity and certain other
holders of its 6.75% Senior Notes due 2021, collectively holding
more than 89% of its outstanding Senior Notes, and certain lenders
holding more than 87% of the principal amount of loans outstanding
under Key's Term Loan Credit Agreement dated June 1, 2015.  The PSA
contemplates the reorganization of the Debtors pursuant to a
prepackaged plan of reorganization.  Key previously commenced a
solicitation for acceptance of the Plan, which was accepted by
voting holders of 99.89% in principal amount and 93.88% in number
of Key's Senior Notes and voting holders of 100% in principal
amount and 100% in number of loans under the Term Loan,
constituting the requisite number of voting holders of the Senior
Notes and term loans.  Platinum Equity, a Los Angeles-based global
investment firm with a unique focus on operations and extensive
experience helping businesses in transition, as holder of a
majority of the Company's Senior Notes, will become Key's largest
shareholder upon consummation of the Plan.

The Plan contemplates that funded debt will be reduced from roughly
$1 billion to approximately $250 million.

Under the Joint Plan, Class 6 General Unsecured Claims are
unimpaired and will recover 100%.


KEYCORP: DBRS Confirms BB Preferred Stock Rating
------------------------------------------------
DBRS, Inc. confirmed the Issuer & Senior Debt rating of KeyCorp at
BBB (high), as well as the A (low) Deposits & Senior Debt rating
for Key's bank subsidiary, KeyBank, N.A. (the Bank). DBRS has also
confirmed the Short-Term Instruments rating of Key at R-2 (high).
The trend on all ratings at the Company and the long-term ratings
at the Bank have been revised to Positive. The Bank's Short-Term
Instruments rating has been confirmed with a Stable trend. The
rating actions follow a detailed review of the Company's operating
performance, financial fundamentals, and future prospects.

Key's ratings reflect its well-established, diversified banking
franchise, which includes a retail banking presence in 15 states
and a corporate banking presence in 10 additional states. Key
operates with competitive positions in many markets, some of which
have been augmented by the recently completed (August 1, 2016)
acquisition of First Niagara Financial Group, Inc. (FNFG).
Positively, FNFG added scale and core deposits in existing, as well
as adjacent markets and new product capabilities. In addition, FNFG
is projected to provide Key with significant cost saving
opportunities as well as the potential for revenue synergies. When
the transaction was announced, DBRS viewed it as a good addition to
the KEY franchise.

The ratings are also supported by the Company's sound asset
quality, ample funding and liquidity, as well as solid
capitalization. The Positive trend reflects the progress the
Company has made improving profitability and reviving growth.
Indeed, Key has reported positive operating leverage in nine of the
last eleven quarters. DBRS will look for Key to successfully
integrate the FNFG acquisition and achieve sustained positive
credit fundamentals, which would likely lead to a positive rating
action.

Results in recent quarters have benefited from revenue generation
and well controlled core expenses that has resulted in positive
operating leverage. Most recently, 3Q16 results reflect the
acquisition of FNFG and included merger-related charges totaling
$207 million. Exclusive of these charges, Key would have reported
$303 million of net income, equating to a relatively solid ROA of
0.98%, as the core franchise demonstrated continued momentum,
including C&I loan growth. Additionally, Key successfully completed
FNFG's client and systems conversion over Columbus Day weekend.
DBRS notes that Key's balance sheet is asset sensitive and expects
earnings to benefit from any potential increase in short-term
interest rates.

Core asset quality trends remained favorable, including declining
nonperforming asset levels, although energy related credits had
caused an increase in nonperforming loans earlier in the year, and
low net charge-offs (NCOs). DBRS views Key's energy exposure,
representing just 1% of the loan book, as manageable. Meanwhile,
NCOs remained a low 0.22% of average loans and leases in 3Q16.
However, DBRS sees this as likely at, or near, the cyclical low,
and that credit metrics will likely begin to normalize at this
point in the credit cycle.

Key's balance sheet remains solid. The Company's deposit franchise
anchors the funding profile. As expected, capital metrics declined
significantly as a result of the FNFG acquisition and the Company
resumed its share repurchase program subsequent to the completion
of the deal. Specifically, CET1 declined to 9.55% from 11.10% in
2Q16.

Key, a diversified financial services corporation headquartered in
Cleveland, reported approximately $135.8 billion in consolidated
assets as of September 30, 2016.

RATING DRIVERS

A successful integration of the FNFG franchise and continued
momentum in sustaining improving profitability metrics while
maintaining a sound balance sheet could lead to a positive rating
action. Conversely, a reversion to weaker profitability metrics, or
an increase in credit losses that exceed normalized levels;
especially should they result from an increase in Key's risk
appetite, could have negative rating implications. Additionally, if
the acquisition integration is executed poorly, or Key is unable to
achieve the desired cost savings or revenue enhancements, the
ratings would likely come under pressure.

Notes: All figures are in U.S. dollars unless otherwise noted.

The ratings are:

Issuer/Debt Rated       Rating Action   Rating     Trend
-----------------       -------------   ------     -----

KeyCorp
Issuer & Senior Debt    Trend Change    BBB (high)  Pos
Subordinated Debt       Trend Change    BBB         Pos
Preferred Stock         Trend Change    BB (high)   Pos
Short-Term Instruments  Trend ChangeR-2 (high) Pos

KeyBank N.A.

Deposits & Senior Debt Trend Change     A (low)     Pos
Subordinated Debt      Trend Change     BBB (high)  Pos
Short-Term Instruments Confirmed        R-1 (low)   Stb

KeyCorp Capital I  
Trust Preferred
Securities             Trend Change     BBB     Pos

KeyCorp Capital II
Trust Preferred
Securities             Trend Change     BBB     Pos

KeyCorp Capital III
Trust Preferred
Securities             Trend Change     BBB     Pos


KID'S FIRST: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
The Office of the U.S. Trustee on Nov. 28 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Kids First Enrichment Center,
LLC.

Kids First Enrichment Center is represented by:

     Brian L Davis, Esq.
     Davis Law Firm, PLLC
     254 Court Avenue, Suite 300
     Memphis, TN 38103
     Tel: 662-393-8542
     Email: davislaw@davislawfirmpc.com

               About Kids First Enrichment Center

Kids First Enrichment Center, LLC sought protection under Chapter
11 of the Bankruptcy Code (Bankr. W. D. Tenn. Case No. 16-28149) on
September 6, 2016.  The petition was signed by Harry L. Smith,
member.  

The case is assigned to Judge Hon. David S. Kennedy.

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


LAST CALL GUARANTOR: Seeks March 8 Extension of Plan Filing Period
------------------------------------------------------------------
Last Call Guarantor, LLC and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware to extend the period
within which only the Debtors may file a plan of reorganization,
through and including March 8, 2017, and the period within which
only the Debtors may solicit acceptances of a plan of
reorganization, through and including May 8, 2017.

Last Call sold substantially all of its assets to an affiliate of
Kelly Investment Group.  The sale was effectuated through a Chapter
11 Section 363 process in the U.S. Bankruptcy Court for the
District of Delaware.  The transaction closed in October 2016.

The purchaser is Fun Easts and Drinks LLC, the Debtors'
postpetition lender.

The Debtors intend to use the requested extension of the exclusive
periods to complete the transition of their business to the
Purchaser and to consult with the Committee to formulate an
appropriate plan of reorganization.   The Debtors further contend
that the sale and discussions with the Committee will influence the
Debtors' exit strategy from these Chapter 11 Cases.

The Debtors relate that during the first several weeks of these
Chapter 11 Cases, they have fought to maintain their use of cash
collateral, and ultimately, they were able to secure the use of
cash collateral, and postpetition financing.

The Debtors and the Purchaser have executed a sale transaction that
contemplated the transition of the Debtors' business, including
leases, contracts and liquor licenses, over time on a post-closing
basis. Currently, the Debtors and Purchaser continue to work
together to efficiently transition the business to the Purchaser.

Pursuant to the Sale Order, Final Purchase Agreement, Management
Agreement and Transition Services Agreement, the Debtors continue
to maintain material assets and operations for the benefit of the
Purchaser pending the transfer of such assets and operations to the
Purchaser. Specifically, during the Designation Rights Period,
which will expire on March 8, 2017, the Purchaser may require the
Debtors to either: (a) assume, (b) reject, or (c) hold in abeyance,
certain Designation Rights Assets, which include, without
limitation, the Debtors' executory contracts and unexpired leases.


Additionally, the Debtors currently hold or have been issued Liquor
Licenses that remain in effect, which authorize the respective
licensees to conduct retail sales of alcoholic beverages. Subject
to the transfer of those Liquor Licenses or the Purchaser acquiring
equivalent Liquor Licenses, the Debtors must maintain the Liquor
Licenses during the transition of ownership to the Purchaser to
allow the sale of alcoholic beverages to continue uninterrupted.

                        About Last Call Guarantor

Headquartered in Dallas, Texas, and with operations in 25 states,
Last Call Guarantor, LLC, et al., own and operate sports bar and
casual family-dining restaurants under three well-recognized
concepts, namely Fox & Hound, Bailey's Sports Grille, and Champps.

They operate 48 Fox & Hound locations, nine Bailey's locations, and
23 Champps locations.  They have franchise agreements with five
franchisees for Champps Restaurants.  The Company has more than
4,700 full and part-time employees.

On Aug. 10, 2016, each of Last Call Guarantor, LLC, Last Call
Holding Co. I, Inc., Last Call Operating Co. I, Inc., F&H
Restaurants IP, Inc., KS Last Call Inc., Last Call Holding Co. II,
Inc., Last Call Operating Co. II, Inc., Champps Restaurants IP,
Inc. and MD Last Call Inc. filed a Chapter 11 bankruptcy petition
(Bankr. D. Del. Case Nos. 16-11844 to 16-11852).  The petitions
were signed by Roy Messing, the CRO.

Last Call Guarantor estimated assets in the range of $10 million to
$50 million and liabilities of $100 million to $500 million.

Dennis A. Meloro, Esq., Nancy A. Mitchell, Esq., Nancy A. Peterman,
Esq., Matthew Hinker, Esq., and John D. Elrod, Esq., at Greenberg
Traurig, LLP, represent the Debtors as counsel; Epiq Systems, Inc.,
as claims and noticing agent; Newmark Midwest Region, LLC, dba
Newmark Grubb Knight Frank, as real estate consultant; and SSG
Advisors, LLC, as investment banker to the Debtors.

Judge Kevin Gross is assigned to the cases.

Andrew Vara, acting U.S. trustee for Region 3, on Aug. 23, 2016,
appointed seven creditors of Last Call Guarantor, LLC, et al., to
serve on the official committee of unsecured creditors.  The
Committee hired Pachulski Stang Ziehl & Jones LLP, to serve as
counsel.  Protiviti Inc. serves as the committee's financial
advisor.


LAURA ELSHEIMER: Velocity To Be Paid Accdng. To Promissory Note
---------------------------------------------------------------
Laura Elsheimer LLC filed with the U.S. Bankruptcy Court for the
District of Massachusetts a first amended disclosure statement
regarding the Debtor's first amended Chapter 11 plan of
reorganization.

Class 1 consists of Velocity Commercial Capital, LLC's claim, which
is secured by a first mortgage encumbering the Debtor's properties
known as 20-24 Main Street & 3 Felton Street in
Hudson, Massachusetts.  The Property is valued at $685,000.  At the
Petition Date, the claimant is owed $578,672.21.

Payment of the Class 1 will be in accordance with existing
promissory note from the Debtor to Velocity Commercial, modified to
extend the maturity date of the loan to 30 years from the Effective
Date, fix the principal loan amount to $578,672.21, to fix the
interest rate to 5.5% per annum fixed (not variable) and to fix the
monthly principal and interest payment under the note to $3,285.64.
Velocity will continue to escrow for taxes and insurance estimated
at $1,859.44 per month.  Velocity has not agreed to this treatment.
Class 1 is impaired.

Class 2 consists of all allowed unsecured claims, as scheduled or
as filed and allowed by the Court, against the Debtor of whatever
kind or nature which are not included in any other class hereof,
including, without limitation, unsecured dischargeable claims of
$9,976.  At this time, there are no known claims based on the
rejection of executory contracts and unexpired leases.  Holders of
Class 2 claims will receive on account of the allowed amount 100%
payment of their claims.

Prior to the commencement of the hearing on Plan confirmation, the
disbursing agent will receive from the Debtor into the creditor
distribution fund an amount equal to the total amounts necessary.
This money is for payments under the Plan to be made on the
Effective Date.

The source of payment in order to have cash on hand at the
Effective Date will be from rental income accumulated by the Debtor
during the pendency of this Chapter 11 case and a cash contribution
by the plan proponent.

The Amended Disclosure Statement related that in the approximate
two years prior to filing this bankruptcy case, it was necessary
for the Debtor to refinance the Property as the existing mortgage
matured.  This included a six month loan with a interest rate of
14% and 4 point origination fee.  The current loan, initiated on
June 2015, carries a 9.25% interest rate.  The debt service,
including origination and closing fees, caused a drain on the
Debtor's cash flow thereby causing an inability to make timely
monthly mortgage payments.

The First Amended Disclosure Statement is available at:

           http://bankrupt.com/misc/mab16-40853-52.pdf

As reported by the Troubled Company Reporter on Oct. 5, 2016, the
Debtor filed a plan of reorganization and accompanying disclosure
statement, which proposed that holders of Class 2 - Allowed
Unsecured Claims would receive on account of the allowed amount
100% payment of their claims as follows: (i) $5,000 at the
Effective Date and (ii) $4,976.46 plus 2% interest no later than
six months from the Effective Date.

                       About Laura Elsheimer

Laura Elsheimer LLC owns the properties known as 20-24 Main Street
& 3 Felton Street in Hudson, Massachusetts.  The Property consist
of seven residential apartments and four commercial spaces.  

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
Mass. Case No. 16-40853) on May 16, 2016.  Michael Van Dam, Esq.,
at Van Dam Law LLP serves as the Debtor's bankruptcy counsel.


LEXMARK INT'L: S&P Lowers CCR to 'BB-' Amid Increased Leverage
--------------------------------------------------------------
S&P Global Ratings said that it lowered its corporate credit and
issue level ratings on Lexington, Ky.-based Lexmark International
Inc. to 'BB-' from 'BBB-', and removed them from CreditWatch with
developing implications where they had been placed on April 20,
2016.  S&P also assigned its 'BB' issue-level rating to the
company's first-lien credit facility due in 2023, and lowered the
rating to 'BB' from 'BBB-' on Lexmark's existing notes due in 2020
and assigned S&P's '2' recovery rating to the facility and notes,
indicating substantial recovery (lower half of the 70%-90% range)
to this debt underƒ S&P's default scenario.  

S&P expects that the 2020 notes will be secured pari passu with the
credit facility on domestic principal property collateral of
Lexmark upon finalization in early 2017 of the pending collateral
agreement with lenders.  The negative outlook reflects execution
risks related to the company's pending software business
divestiture and cost-cutting program, which could result in
leverage sustaining above 4.5x.

S&P lowered the corporate credit rating on Lexmark to 'BB-' from
'BBB-' due to the significant increase in leverage to fund its
acquisition by Apex and considering the pending divestiture of
Lexmark's enterprise software business, the proceeds from which S&P
expects will repay a portion of the  loan facility in 2017.

Excluding nonrecurring restructuring expenses of the business
separation and incorporating certain cost-cutting initiatives
identified as of Nov. 30, 2016, S&P expects the company's financial
risk profile will remain aggressive in 2017, with leverage
initially amounting to about 5x and gradually subsiding to about
4.5x through debt repayment and EBITDA growth during 2017.  S&P
expects identified restructuring initiatives to support margin
expansion in 2017 and beyond.

Lexmark's business risk profile incorporates its weak revenue
growth prospects and relatively modest market position within the
highly competitive enterprise printing market.  S&P expects flat
revenue performance and revenues of about $2.7 billion for 2017,
pro forma for the enterprise software business divestiture.  In
spite of its modest revenue share within the overall enterprise
printing market, Lexmark maintains one of the leading positions
within the modestly growing A-4 page size large workgroup printing
market, with an approximate 17% revenue share in 2016, compared to
much larger Hewlett Packard Co.'s 25% share and faster-growing
Kyocera (15%) and Ricoh (10%), according to IDC.

S&P expects the company will maintain revenue share, considering
its strategic focus in faster-growing emerging markets.  Lexmark's
position (9% revenue share in 2016) within the more rapidly growing
worldwide managed print services market should also support
stabilizing operating performance, despite ongoing revenue
pressures from small workgroup A-4 hardware competitors.  S&P
expects Apex's distribution channels will be complementary to
Lexmark's existing channels, particularly in Asia, where Lexmark
has a more modest presence.  Lexmark's revenues generated in Asia
amounted to less than 20% of its total in the 12 months ended Sept.
30, 2016.  

S&P's base-case assumes:

   -- Global GDP growth of 3.1% in 2016 and 3% in 2017.

   -- Low–single-digit percent revenue declines in global laser
      printer hardware markets, offset by managed print services
      and emerging market sales growth.

   -- The company will divest its enterprise software business in
      2017, which generated revenues of about $640 million and
      EBITDA of about $100 million for the 12 months ended
      Sept. 30, 2016, using proceeds to repay a portion of its
      loan facility.

   -- Low-single-digit percent decline to flat revenue performance

      in constant currency in 2016 and 2017, below global GDP
      growth because of the company's exit from inkjet markets and

      a continuation of sluggish laser hardware market demand,
      offset by mid-single-digit percent revenue growth from its
      managed printer services business.   Gross margins of about
      35% in 2017, down from about 40% in 2016, reflecting lower
      profitability subsequent to the company's software business
      divestiture, offset by margin growth from complementary Apex

      sales channels in emerging markets.

   -- Operating expenses remain steady at about $1.15 billion in
      2016 and decline to about $800 million in 2017, due to lower

      spending related to software business divestiture in 2017
      and cost-cutting initiatives identified in 2016.

   -- EBITDA margins of 13%-15% for 2016 and 2017, excluding
      restructuring charges.  S&P do not expect significant
      additional restructuring charges beyond those identified as
      of Nov. 30, 2016.

Based on these assumptions, S&P arrives at these credit measures:

   -- Leverage in the 5x area in 2016, excluding restructuring
      costs identified as of Nov. 30, 2016, declining to the mid-
      4x area over the next several years, with software business
      proceeds applied to reduce a portion of the loan facility in

      2017.

   -- EBITDA to interest expense coverage of about 4x through
      2017, excluding restructuring charges identified as of
      Nov. 30, 2016.

S&P views Lexmark's liquidity as adequate.  For the next 12 months,
sources of cash are likely to exceed uses, and S&P expects net
sources to remain positive, even if EBITDA declines by 15%. The
company also has available a $400 million delay-draw term loan
facility expiring 2023, in the event its 2020 noteholders exercise
their change–of-control put option on the notes at 101% of par.

Principal liquidity sources:

   -- S&P expects cash and equivalents of approximately
      $120 million as of Dec. 31, 2016, essentially unchanged from

      Sept. 30, 2016;

   -- Full availability under the firm's $200 million revolving
      credit facility expiring in 2019; and

   -- Cash flow from operations absorbed by restructuring costs in

      2017, restoring to about $160 million in 2018.

Principal liquidity uses:

   -- $65 million-$75 million in capital expenditures annually;
      And

   -- $59 million annual term loan amortization in 2017 and 2018.

The negative outlook reflects execution risks related to the
company's pending software business divestiture and cost-cutting
program, which could result in leverage sustaining above 4.5x.

S&P could lower the rating if leverage sustains above 5x in 2017,
excluding restructuring costs identified in 2016, due to
competitive pressures, adoption of a more aggressive financial
policy, additional restructuring costs, or difficulties
consummating the software business sale and repaying a portion of
its loan facility in 2017 with its proceeds.

S&P could stabilize the outlook if Lexmark repays a portion of its
loan facility in 2017 with software sale proceeds and maintains
stable operating performance without incurring significant
additional restructuring costs, such that S&P expects leverage will
subside to the mid-4x area or lower subsequent to 2017.


LIGHTSTONE GENERATION: S&P Gives Prelim BB- Rating on $1.575BB Loan
-------------------------------------------------------------------
S&P Global Ratings said it assigned its preliminary 'BB-' rating to
Lightstone Generation LLC's $1.575 billion term loan B,
$150 million term loan C, and $100 million revolver.  The outlook
is stable.  The preliminary recovery rating is '1', reflecting
S&P's expectation of very high (90%-100%) in the event of default.

"The stable outlook reflects our expectation for sound operational
performance at all four plants, DSCRs above 1.75x throughout the
life of the assets, and power prices that do not decline materially
from our current expectations," said S&P Global Ratings credit
analyst Kimberly Yarborough.

S&P could lower the rating if DSCRs fall to around 1.65x on a
sustained basis over the assumed refinance tenor.  This would
likely be caused by a sustained drop in power prices, unplanned
operational outages, and higher debt outstanding at refinancing.
This would likely also coincide with a weaker downside case in
which the project fails to meet financial obligations for more than
three years.

While unlikely in the near term, S&P could raise the rating if
DSCRs materially improve above 2.25x on a sustained basis and the
downside performance improved materially.  This could be driven by
higher than expected capacity payments in uncleared periods or
higher spark spreads.


LPC HOLDING: S&P Affirms 'B' CCR, Outlook Stable
------------------------------------------------
S&P Global Ratings said that it affirmed its 'B' corporate credit
and issue-level ratings on U.S.-based LPC Holding Co. and related
entities.  The outlook is stable.

At the same time, S&P affirmed its 'B' issue-level rating on the
company's first-lien credit facilities, including the proposed $113
million incremental first-lien term loan, and the recovery rating
is unchanged.  The '3' recovery rating indicates S&P's expectation
for meaningful recovery (lower half of the 50%-70% range) in the
event of a payment default.

The affirmation reflects S&P's view that, despite the additional
debt leverage with which LPC will operate following the Degania
acquisition, S&P expects that the company's decent position in the
less-cyclical healthcare end markets should allow it to generate
sufficient free cash flow and maintain adjusted debt to EBITDA
around 6.5x or below.

LPC manufactures highly-engineered, precision-molded elastomeric
products used in electrical connectors, ignition insulators, and
various medical and pharmaceutical applications.  LPC serves the
medical devices, automotive, industrial, aerospace, and other end
markets.

The company's recently announced acquisition of Israel-based
Degania Silicone Ltd., a manufacturer of a variety of medical
catheters, will significantly increase its revenue base and
diversify its global footprint.  Furthermore, the acquisition into
LPC's Qure Medical division will result in the majority of LPC's
business being derived from sales to the health care devices
industry, which S&P expects will grow as the company focuses on
increasing revenue from the medical industry.  Despite these
improvements to the business, S&P continues to assess LPC's
business risk as weak, primarily due to its small scale relative to
larger competitors in both the health care device and capital goods
sectors.  LPC also has a below average adjusted EBITDA margin,
which averages 22%-35% in the health care equipment sector.  While
customer concentration is somewhat improved pro forma for the
acquisition, it remains moderately high with LPC's largest customer
accounting for 10% of sales and the top 10 customers accounting for
around 50%.  However, the highly precise specifications of LPC's
products, making up a small percentage of a customer's total
product cost, should continue to support the company's long-term
customer relationships.  LPC's exposure to the highly cyclical
light vehicle industry (a portion of its revenues are linked to
automotive original equipment manufacturers) should be somewhat
offset by its more stable medical components segment and
aftermarket revenue from its insulator segment, both of which help
to protect the company from economic downturns.

"We have revised our assessment of LPC's financial risk profile to
highly leveraged from aggressive to reflect the company's increased
debt leverage pro forma for the Degania acquisition.  We assess
that the $113 million of additional debt to LPC's senior secured
term loan will result in our adjusted total debt to EBITDA of about
6.5x pro forma for the transaction, an increase from 5.4x as of
Sept. 30, 2016.  The company's continued positive free cash flow
should allow the company to gradually reduce debt leverage. But we
do not anticipate LPC's leverage will decline meaningfully to below
5x due to our view of the risks associated with the company's
ownership by a financial sponsor.  Specifically, we are concerned
that the company may take on additional leverage due to its
financial sponsor's capital allocation decisions, such as
debt-financed acquisitions or dividends," S&P said.

Considering the anticipated improvement to both LPC's end market
and geographic diversity, S&P no longer applies a negative
one-notch comparable risk assessment adjustment to S&P's anchor
score. S&P considers the company's business and financial risks to
correspond directly to S&P's 'B' corporate credit rating
assessment.

S&P's base-case scenario assumes:

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

   -- Organic revenue growth in the low- to mid-single-digit
      percent range in 2016 and 2017;

   -- The acquisition of Degania to be completed toward the end of

      2016, which will increase the size of the company by almost
      50%.  The full-year impact of this acquisition will be in
      2017; and

   -- Modest bolt-on acquisitions.

Based on these assumptions, S&P arrives at these credit measures:

   -- Adjusted total debt to EBITDA of about 6.5x by 2017 year
      end; and

   -- Funds from operations (FFO) to total debt around 8.5% over
      the same period.

S&P assess that LPC has adequate liquidity to meet its needs over
the next 12 months.  S&P expects that the company's sources of
liquidity will be at least 1.2x its uses, and believes that the
company's net sources will remain positive even if its EBITDA
declines 15% below S&P's projected levels.

Principal liquidity sources:

   -- About $10 million cash at the close of the transaction;

   -- Adequate availability under the company's $25 million
      revolver; and

   -- Positive FFO.

Principal liquidity uses:

   -- Modest working capital outflows;

   -- Capital expenditures of $10 million-$12 million; and

   -- About $3 million in annual debt amortization.

Covenants

LPC's first-lien credit agreements are governed by a maximum senior
secured leverage ratio covenant.  S&P expects that LPC will
maintain sufficient covenant headroom over the next 12-18 months.

S&P Global Ratings' stable outlook on LPC reflects S&P's
expectation that the company's modest revenue growth and stable
margins will allow it to maintain leverage commensurate with S&P's
rating over the next 12 months.

S&P could lower its ratings on LPC if an unexpected shift in market
demand and/or operational problems result in an adjusted EBITDA
margin deterioration of 150 basis points, resulting in thin to
negative free cash flow.

While unlikely over the next 12 months, S&P could raise its ratings
on LPC if the company reduces and maintains debt leverage below 5x,
maintains FFO to debt above 12%, and the financial sponsor commits
to a less aggressive financial policy.  In addition to a reduction
in leverage, S&P could consider raising the ratings if the company
continues to meaningfully increase the scale, scope, and diversity
of its operations to compare more favorably with peers rated 'B+'
in the health care equipment sector without a significant
deterioration in credit metrics.

   -- The recovery ratings on LPC's senior secured first-lien
      credit facilities are unchanged.  The incremental first-lien

      term loan issuance results in S&P's expectation of the
      first-lien lenders' recovery at the low end of the 50%-70%
      range, from the high end in S&P's previous analysis.  LPC is

      the parent of Q Holding Co., which is the borrower under the

      credit facilities.

   -- S&P's simulated default scenario assumes a payment default
      in 2019 arising from an unexpected event, a prolonged
      economic downturn, competitive pressure, and a product
      failure that would drive the company's revenue lower,
      coupled with client attrition and the loss of liquidity.  As

      a result, LPC's cash flow would be insufficient to cover its

      interest expense, term loan amortization, working capital,
      and necessary capital outlays.  Eventually, the company may
      need to fund cash flow shortfalls with available cash and
      revolver borrowings.  S&P believes that the company's
      liquidity and capital resources would become strained to the

      point that it cannot continue to operate absent an equity
      infusion or bankruptcy filing.

   -- Given LPC's competitive position as a sole provider into
      applications with long product life cycles, S&P believes
      that the company would be reorganized rather than liquidated

      under a default scenario.

   -- S&P has valued the company based on an enterprise value to
      gauge recovery, and S&P has applied an assumed distressed
      emergence EBITDA of $30 million, an increase from
      $22.5 million to reflect the Degania acquisition.  This is
      against a 5.5x multiple to estimate a gross recovery value
      of $165 million.  S&P considers the multiple appropriate
      given the company's industry leadership.

   -- S&P believes that this gross recovery value would be
      sufficient to provide meaningful recovery prospects in the
      lower half of the 50%-70% range for the company's first-lien

      revolver and term loan.

   -- Simulated year of default: 2019
   -- EBITDA at emergence: $30 million
   -- EBITDA multiple: 5.5x

   -- Net enterprise value (after 3% administrative costs):
      $160 million
   -- Valuation split (obligors/nonobligors): 61%/39%
   -- Value available to first-lien debt claims
      (collateral/noncollateral): $138 million/$22 million
   -- Secured first-lien debt claims: $312 million
   -- Recovery expectations: 50%-70% (lower half of the range)

Note: All estimated debt claims include six months of accrued
interest at default.


LR BAKERY: Hires Garcia-Arregui & Fullana as Attorneys
------------------------------------------------------
LR Bakery Inc. seeks authorization from the U.S. Bankruptcy Court
for the District of Puerto Rico to employ Garcia-Arregui & Fullana
PSC as attorneys.

The Debtor requires Garcia-Arregui & Fullana to:

       a. give the Debtor legal advice with respect to its powers
and duties as a debtor in possession in the continued operation of
the Debtor's business and management of the Debtor's property;

       b. perform all legal services for the Debtor in possession
which may be necessary in the reorganization of Debtor herein

       c. represent Debtor in any adversary proceeding, contest
matter or to represent or advise Debtor in possession in any other
matter requested by it.

Garcia-Arregui & Fullana will be paid at these hourly rates:

       Senior Partners                     $250
       Associate Lawyers                   $150
       Paralegals                          $90

A retainer fee of $8,000 plus $1,717 (filing fee) for expense has
already been paid prior to the filing.

Isabel M. Fullana of Garcia-Arregui & Fullana PSC, assured the
Court that the firm has  no connection with the debtor, creditor,
or any party in interest, or iits respective attorneys, other than
previously representing the debtor and its officers.

Garcia-Arregui & Fullana PSC may be reached at:

       Isabel M. Fullana
       Garcia-Arregui & Fullana PSC
       252 Ponce De Leon Ave., Suite 1101
       San Juan Puerto Rico, PR 00918
       Phone: 787-766-2530


LYNN ARTHUR NICHOLS: Plan Confirmation Hearing on Dec. 20
---------------------------------------------------------
Judge Marian F. Harrison of the U.S. Bankruptcy Court for the
Middle District of Tennesee issued an order conditionally approving
Lynn and Katherine Nichols' disclosure statement accompanying their
plan of reorganization as containing adequate information as
required by Section 1125 of the Bankruptcy Code.

The hearing on confirmation of the Plan and approval of the
Disclosure Statement will be held at 9:00 a.m. on Dec. 20, 2016, at
the U.S. Bankruptcy Court for the Middle District of Tennessee,
Courtroom Three, Second Floor, Customs House, 701 Broadway,
Nashville, Tennessee.

Dec. 16, 2016 is fixed as the last day for filing and serving
written objections to the Disclosure Statement.  Dec. 16, 2016 is
also fixed as the last day for filing written acceptances or
rejections of the Plan.

Lynn Arthur Nichols and Katherine Ida Nichols sought Chapter 11
protection (Bankr. M.D. Tenn. Case No. 16-00344) on Jan. 19, 2016,
and are represented by Steven L. Lefkovitz, Esq., in Nashville,
Tennessee.


MAXUS ENERGY: Seeks Feb. 17 Extension of Plan Filing Period
-----------------------------------------------------------
Maxus Energy Corporation and its affiliated Debtors ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive periods to file a chapter 11 plan and solicit acceptances
to the plan through February 17, 2017 and April 18, 2017,
respectively.

The Debtors relate that they adopted amended bylaws that grant the
Debtors' two independent directors exclusive authority over any
conflict matters, which  include all claims, transactions,
litigations, disputes, arrangements or other matters between the
Debtors and YPF, S.A., the Debtors' ultimate corporate parent.  The
Debtors further relate that this vested authority extends to the
settlement agreement with YPF, the DIP financing agreement, and all
plan matters that implicate YPF.

The Debtors tell the Court that they and their advisors continue to
confer with major stakeholders regarding plan structures.  The
Debtors further tell the Court that the discussions  addressed the
Settlement Agreement, as well as more granular chapter 11 plan
matters such as means of plan implementation, timing, claims
reconciliation and estimation, and the like.  The Debtors added
that they and and the Committee of Unsecured Creditors have
exchanged and discussed preliminary lists of plan issues that are
likely to form the framework of the plan.  The Debtors hope to
extend these discussions to include representatives of a section
1114 retiree committee once appointed, and anticipate meeting with
Occidental Chemical Corporation during the week of December 5, 2016
to discuss potential plan structures.

The Debtors contend that although they have accomplished much over
a relatively short period of time, additional work must be done and
more time is needed before a confirmable chapter 11 plan can be
proposed.  The Debtors further contend that the general bar date
was October 31, 2016 and the Debtors and their advisors have been
hard at work evaluating those claims.  The Debtors aver that the
outcome of that review could significantly shift and/or dilute
distributable value under a plan.

The Debtors' Motion is scheduled for hearing on December 20, 2016
at 2:00 p.m.  The deadline for the filing of objections to the
Debtors' Motion is December 13.

              About Maxus Energy Corporation

Maxus Energy Corporation and four of its subsidiaries filed a
voluntary petitions for reorganization under Chapter 11 (Bankr. D.
Del., Case No. 16-11501) on June 17, 2016. The Debtors intend to
use the breathing spell afforded by the Bankruptcy Code to decide
whether their existing environmental remediation operations and oil
and gas operations can be restructured as a sustainable,
stand-alone enterprise.

The Debtors have engaged Young Conaway Stargatt & Taylor, LLP as
local counsel, Morrison & Foerster LLP as general bankruptcy
counsel, Zolfo Cooper, LLC as financial advisor and Prime Clerk LLC
as claims and noticing agent, all are subject to the Bankruptcy
Court's approval.

On July 7, 2016, the United States Trustee for the District of
Delaware filed Notice of Appointment of Committee of Unsecured
Creditors. The Committee selected Schulte Roth & Zabell LLP as
counsel, and Cole Schotz as Delaware co-counsel. Berkeley Research
Group, LLC serves as financial advisor for the Committee.


MHM HOLDINGS: Case Summary & Unsecured Creditor
-----------------------------------------------
Debtor: MHM Holdings, LLC
        630 Shephard
        Cincinnati, OH 45215

Case No.: 16-14442

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: November 29, 2016

Court: United States Bankruptcy Court
       Southern District of Ohio (Cincinnati)

Judge: Hon. Jeffery P. Hopkins

Debtor's Counsel: William B Fecher, Esq.
                  3700 Carew Tower
                  441 Vine Street
                  Cincinnati, OH 45202
                  Tel: (513) 621-2666
                  Fax: 513-345-1756
                  E-mail: wbfecher@statmanharris.com

                    - and -

                  Alan J. Statman, Esq.
                  STATMAN, HARRIS & EYRICH, LLC
                  441 Vine Street, Suite 3700
                  Cincinnati, OH 45202
                  Tel: 513-621-2666
                  E-mail: ajstatman@statmanharris.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Michael A. Story, manager.

The Debtor listed Sutton Bank as its largest unsecured creditor
holding an unknown amount of claim.

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

          http://bankrupt.com/misc/ohsb16-14442.pdf


MIG LLC: Alexeeva & Blazquez to Serve as NewCo Officers, BoNY Says
------------------------------------------------------------------
The Bank of New York Mellon -- as trustee under the Indenture with
respect to the Senior Secured Cash/PIK Notes Due 2016, dated as of
Dec. 31, 2010 among MIG, LLC, as Issuer, ITC Cellular, LLC, as
Co-Obligor, and as proponent to the Amended Plan of Reorganization
of MIG, LLC and ITC Cellular, LLC -- informed the Delaware
Bankruptcy Court on Nov. 29 that Natalia Alexeeva and Andres
Blazquez will serve as directors and managers of MIG Holdings, LLC,
following the Debtors' emergence from Chapter 11 bankruptcy
pursuant to the Indenture Trustee's plan.  BoNY says Ms. Alexeeva
will also serve as president and secretary of MIG Holdings, MIG LLC
and ITC Cellular.

As reported by the Troubled Company Reporter, Judge Kevin Gross of
the U.S. Bankruptcy Court for the District of Delaware approved on
October 20, 2016, the disclosure statement explaining the plan of
reorganization proposed The Bank of New York Mellon, in its
capacity as indenture trustee, for MIG, LLC, and ITC Cellular,
LLC.

The hearing to consider confirmation of BoNY's Plan will be held on
Dec. 6, 2016, at 11:00 a.m., prevailing Eastern Time.

According to the TCR report, the Plan contemplates deleveraging the
Debtors through the conversion of all notes secured claims on
account of the senior secured notes and the prepetition indenture,
and all general unsecured claims to new equity in MIG Holdings, a
new Republic of the Marshall Islands limited liability company, to
be formed by the Debtors prior to the Effective Date.

                        About MIG LLC

Formerly operating under the name "Metromedia International Group,
Inc.," MIG LLC -- http://www.migllc-group.com/-- owned and  
operated and sold dozens of companies in diverse industries,
including entertainment, photo finishing, garden equipment and
sporting goods, until the late 1990s.  In 1997 and 1998, MIG
consummated the sale of substantially all of its U.S.-based
entertainment assets and began focusing on expanding into emerging
communications and media businesses.  By 2005, all of MIG's
operating businesses were located in the Republic of Georgia and
operated through its subsidiaries.

MIG LLC and affiliate ITC Cellular, LLC, filed for Chapter 11
bankruptcy protection on June 30, 2014.  The cases are currently
jointly administered under Bankr. D. Del. Lead Case No. 14-11605.
As of the bankruptcy filing, MIG's sole valuable asset, beyond its
existing cash, is its indirect interest in Magticom Ltd.  The
cases
are assigned to Judge Kevin Gross.

Headquartered in Tbilisi, Georgia, Magticom is the leading mobile
telephony operator in Georgia and is also the largest telephone
operator in Georgia.  Magticom serves 2.4 million subscribers with
a network that covers 97% of the populated regions in Georgia.
Magticom is owned by International Telcell Cellular, LLC, which is
46% owned by MIG unit ITC Cellular, 51% owned by Dr. George
Jokhtaberidze, and 3% owned by Gemstone Management Ltd.

Formerly known as MIG, Inc., MIG was a debtor in a previous case
(Bankr. D. Del. Case NO. 09-12118). It obtained approval of its
reorganization plan in November 2010.

The Debtors have tapped Greenberg Traurig LLP as counsel, Fox
Rothschild Inc. as financial advisor; Cousins Chipman and Brown,
LLP, as conflicts counsel; and Prime Clerk LLC as claims and
notice
agent and administrative advisor.  The Debtors have retained
Natalia Alexeeva as chief restructuring officer.

A three-member panel has been appointed in these cases to serve as
the official committee of unsecured creditors, consisting of Walter
M. Grant, Paul N. Kiel, and Lawrence P. Klamon.  The Committee is
represented by Cole Schotz P.C.'s J. Kate Stickles, Esq., and
Patrick J. Reilley, Esq.; and the Law Offices of Henry F. Sewell,
Jr., LLC.

The Bank of New York Mellon is represented by Gerard Uzzi, Esq.,
and Eric Stodola, Esq., at Milbank Tweed Hadley & McCloy LLP, in
New York; Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones
LLP, in Wilmington, Delaware; and Glenn E. Siegel, Esq., and
Rachel
Jaffe Mauceri, Esq., at Morgan, Lewis & Bockius LLP, in New York.


MIG LLC: Indenture Trustee Plan Wins Creditors' Support
-------------------------------------------------------
James Daloia, the Director of Solicitation and Disbursements at
Prime Clerk LLC, informed the Delaware Bankruptcy Court that the
holders of claims in class 2 Notes Secured Claims and class 3
General Unsecured Claims have voted to accept the Indenture
Trustee's Amended Plan of Reorganization of MIG, LLC and ITC
Cellular, LLC, dated October 20, 2016.

Classes 2 and 3 were the only classes entitled to vote on the
Plan.

About 99.24% of the holders of Class 2 claims voted for the Plan.
This represents $100,852,521 or 97.88% of the total claims of those
who accepted the Plan.

About 98.56% of the holders of Class 3 claims voted for the Plan.
This represents  $111,514,263 or 93.63% of the total claims of
those who accepted the Plan.

Mr. Daloia may be reached at:

     James Daloia
     Director of Solicitation and Disbursements
     Prime Clerk LLC
     830 Third Avenue, 9th Floor
     New York, NY 10022

As reported by the Troubled Company Reporter, Judge Kevin Gross of
the U.S. Bankruptcy Court for the District of Delaware approved on
October 20, 2016, the disclosure statement explaining the plan of
reorganization proposed The Bank of New York Mellon, in its
capacity as indenture trustee, for MIG, LLC, and ITC Cellular,
LLC.

The hearing to consider confirmation of BoNY's Plan will be held
on
December 6, 2016, at 11:00 a.m., prevailing Eastern Time.

According to the TCR report, the Plan contemplates deleveraging the
Debtors through the conversion of all notes secured claims on
account of the senior secured notes and the prepetition indenture,
and all general unsecured claims to new equity in MIG Holdings, a
new Republic of the Marshall Islands limited liability company, to
be formed by the Debtors prior to the Effective Date.

                        About MIG LLC

Formerly operating under the name "Metromedia International Group,
Inc.," MIG LLC -- http://www.migllc-group.com/-- owned and  
operated and sold dozens of companies in diverse industries,
including entertainment, photo finishing, garden equipment and
sporting goods, until the late 1990s.  In 1997 and 1998, MIG
consummated the sale of substantially all of its U.S.-based
entertainment assets and began focusing on expanding into emerging
communications and media businesses.  By 2005, all of MIG's
operating businesses were located in the Republic of Georgia and
operated through its subsidiaries.

MIG LLC and affiliate ITC Cellular, LLC, filed for Chapter 11
bankruptcy protection on June 30, 2014.  The cases are currently
jointly administered under Bankr. D. Del. Lead Case No. 14-11605.
As of the bankruptcy filing, MIG's sole valuable asset, beyond its
existing cash, is its indirect interest in Magticom Ltd.  The
cases
are assigned to Judge Kevin Gross.

Headquartered in Tbilisi, Georgia, Magticom is the leading mobile
telephony operator in Georgia and is also the largest telephone
operator in Georgia.  Magticom serves 2.4 million subscribers with
a network that covers 97% of the populated regions in Georgia.
Magticom is owned by International Telcell Cellular, LLC, which is
46% owned by MIG unit ITC Cellular, 51% owned by Dr. George
Jokhtaberidze, and 3% owned by Gemstone Management Ltd.

Formerly known as MIG, Inc., MIG was a debtor in a previous case
(Bankr. D. Del. Case NO. 09-12118). It obtained approval of its
reorganization plan in November 2010.

The Debtors have tapped Greenberg Traurig LLP as counsel, Fox
Rothschild Inc. as financial advisor; Cousins Chipman and Brown,
LLP, as conflicts counsel; and Prime Clerk LLC as claims and
notice
agent and administrative advisor.  The Debtors have retained
Natalia Alexeeva as chief restructuring officer.

A three-member panel has been appointed in these cases to serve as
the official committee of unsecured creditors, consisting of Walter
M. Grant, Paul N. Kiel, and Lawrence P. Klamon.  The Committee is
represented by Cole Schotz P.C.'s J. Kate Stickles, Esq., and
Patrick J. Reilley, Esq.; and the Law Offices of Henry F. Sewell,
Jr., LLC.

The Bank of New York Mellon is represented by Gerard Uzzi, Esq.,
and Eric Stodola, Esq., at Milbank Tweed Hadley & McCloy LLP, in
New York; Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones
LLP, in Wilmington, Delaware; and Glenn E. Siegel, Esq., and
Rachel
Jaffe Mauceri, Esq., at Morgan, Lewis & Bockius LLP, in New York.


MIG LLC: Unsecureds to Get Nothing in Magticom Sale, Panel Says
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of MIG Company LLC objects to the confirmation of
the Indenture Trustee's Amended Plan of Reorganization of MIG LLC
and ITC Cellular, LLC.

The Committee tells the Court that the Indenture Trustee under the
Plan is seeking to remove the Debtors' assets from the jurisdiction
of the Bankruptcy Court to a remote, foreign jurisdiction, likely
resulting in substantial tax and regulatory benefits to the
Indenture Trustee, and to grant the Indenture Trustee and its
agents broad and unfettered rights to administer these assets.  The
Plan, and its related documents, further contain broad
exculpations, indemnities and releases to a large and undefined
group of third parties associated with the Indenture Trustee who
have made no contribution to these cases.

To obtain approval for its Plan, the Indenture Trustee engages in
impermissible gerrymandering of creditor classes to avoid the "cram
down" provisions of Section 1129. The Plan is patently unfair to
the general unsecured creditors of these cases, is not confirmable
as a matter of law, is not proposed in good faith and should not be
confirmed by the Court.

According to the Committee, the structure of the Plan is relatively
simple. The Indenture Trustee proposes to break its claim into two
claims, a secured claim in the amount of $125,000,000 (Class 2) and
an unsecured claim of approximately the same amount.  This
unsecured claim is included with general unsecured claims in Class
3 of the proposed Plan to be grouped with General Claims. The
effect of including this claim in Class 3 is that it ensures that
the Indenture Trustee will carry Class 3 in any voting which may
take place on the Plan and that the holders of General Claims have
no say in the outcome of this case.  It further
ensures that no class of creditors will vote against confirmation
of the Plan, avoiding the "cram down" provisions of 11 U.S.C.
Section 1129(b). No information is provided as to how the amount of
the secured claim was calculated.

Creditors will receive interests in a new entity which will be
formed to hold the assets of the Debtor (in particular, the stake
in Magticom Ltd.) with the Class 2 secured claim assigned to the
Indenture Trustee receiving a 96% stake and Class 3 receiving a 4%
stake in this new entity.  These provisions have appeared in each
version of the Plan.  For reasons not known to the Committee, the
entity in which creditors in these cases will receive an ownership
interest will be an entity formed under the laws of the Marshall
Islands, not the United States.

MIG LLC is a holding company which does not conduct any business.
It has one employee.  Although there are several corporate layers
involved, the Debtor is essentially the ultimate owner of a 46%
stake in non-debtor Magticom, the leading mobile telephone company
in the Republic of Georgia. This asset is the most valuable asset
in this Bankruptcy Estate.

The Committee is informed and advised that both before and since
the Petition Date, the Indenture Trustee has been engaged in an
effort to sell the interest in Magticom and has engaged in
litigation and negotiations with several other interested parties
which have not resulted in any offer or liquidation of this
interest.

According to the Committee, to the extent the interest in Magticom
is ultimately sold or liquidated and there is any recovery for
Class 3, virtually all of that recovery will go to the Indenture
Trustee.  If the stake is sold for less than $125,000,000, General
Creditors will receive nothing on their claims. Essentially, the
Plan provides that the Indenture Trustee will appropriate the stake
in Magticom and the unencumbered monies posted with Worker’s
Compensation Insurers for itself, leaving General Creditors with
nothing.

As reported by the Troubled Company Reporter, Judge Kevin Gross of
the U.S. Bankruptcy Court for the District of Delaware approved on
October 20, 2016, the disclosure statement explaining the plan of
reorganization proposed The Bank of New York Mellon, in its
capacity as indenture trustee, for MIG, LLC, and ITC Cellular,
LLC.

The hearing to consider confirmation of BoNY's Plan will be held
on
December 6, 2016, at 11:00 a.m., prevailing Eastern Time.

According to the TCR report, the Plan contemplates deleveraging the
Debtors through the conversion of all notes secured claims on
account of the senior secured notes and the prepetition indenture,
and all general unsecured claims to new equity in MIG Holdings, a
new Republic of the Marshall Islands limited liability company, to
be formed by the Debtors prior to the Effective Date.

Holders of Class 2 Notes Secured Claims will receive their pro
rata
share of the Class 2 Equity Distribution; provided, however, that
if the Sale Transaction occurs, then each holder of Class 2 Claims
will receive its pro rata share of sale transaction proceeds in
lieu of the Class 2 Equity Distribution.  Class 2 Claims are
estimated to total $125 million.  The Plan Proponent has included
in this estimate in consultation with Senior Secured Noteholders
holding over a majority of the outstanding Senior Secured Notes
who
determined that this represents a fair clearing price for a sale
of
ITC Cellular's 46% indirect equity stake in Magticom.

Holders of Class 3 General Unsecured Claims will receive a pro
rata
share of the Class 3 Equity Distribution, provided, however, that
if the sale of all or substantially all of MIG's assets, including
the ITC Equity, occurs, then each will holder will receive its pro
rata share of the net cash proceeds in lieu of the Class 3 Equity
Distribution.  General Unsecured Claims are estimated to total
$138.8 million.

BoNY tells the Court that in the event of a reorganization
transaction, it expects that the Reorganized Debtors will pursue
the return of the collateral held by the Workers Compensation
Insurers, to the extent that the Debtors have not already begun to
pursue its return prior to the Effective Date.  In the event of a
sale transaction, any proceeds from the sale of the Debtors'
interests in the collateral will be distributed.

The Amended Disclosure Statement indicated that a letter from the
Official Committee of Unsecured Creditors is being distributed
with
the Disclosure Statement recommending rejection of the Plan.

A full-text copy of the Amended Disclosure Statement dated October
20, 2016, is available at:

       http://bankrupt.com/misc/deb14-11605-723.pdf

Counsel for the Official Committee of Unsecured Creditors:

     J. Kate Stickles, Esq.
     Patrick J. Reilley, Esq.
     COLE SCHOTZ P.C.
     500 Delaware Avenue, Suite 1410
     Wilmington, DE 19801
     Telephone: (302) 652-3131
     Facsimile: (302) 574-2101
     Email: kstickles@coleschotz.com

         - and -

     Henry F. Sewell, Jr., Esq.
     Law Offices of Henry F. Sewell, Jr., LLC
     3343 Peachtree Street, Suite 200
     Atlanta, GA 30326
     Telephone: (404) 926-0053
     Facsimile: (404) 926-0050
     Email: hsewell@sewellfirm.com

                        About MIG LLC

Formerly operating under the name "Metromedia International Group,
Inc.," MIG LLC -- http://www.migllc-group.com/-- owned and  
operated and sold dozens of companies in diverse industries,
including entertainment, photo finishing, garden equipment and
sporting goods, until the late 1990s.  In 1997 and 1998, MIG
consummated the sale of substantially all of its U.S.-based
entertainment assets and began focusing on expanding into emerging
communications and media businesses.  By 2005, all of MIG's
operating businesses were located in the Republic of Georgia and
operated through its subsidiaries.

MIG LLC and affiliate ITC Cellular, LLC, filed for Chapter 11
bankruptcy protection on June 30, 2014.  The cases are currently
jointly administered under Bankr. D. Del. Lead Case No. 14-11605.
As of the bankruptcy filing, MIG's sole valuable asset, beyond its
existing cash, is its indirect interest in Magticom Ltd.  The
cases
are assigned to Judge Kevin Gross.

Headquartered in Tbilisi, Georgia, Magticom is the leading mobile
telephony operator in Georgia and is also the largest telephone
operator in Georgia.  Magticom serves 2.4 million subscribers with
a network that covers 97% of the populated regions in Georgia.
Magticom is owned by International Telcell Cellular, LLC, which is
46% owned by MIG unit ITC Cellular, 51% owned by Dr. George
Jokhtaberidze, and 3% owned by Gemstone Management Ltd.

Formerly known as MIG, Inc., MIG was a debtor in a previous case
(Bankr. D. Del. Case NO. 09-12118). It obtained approval of its
reorganization plan in November 2010.

The Debtors have tapped Greenberg Traurig LLP as counsel, Fox
Rothschild Inc. as financial advisor; Cousins Chipman and Brown,
LLP, as conflicts counsel; and Prime Clerk LLC as claims and
notice
agent and administrative advisor.  The Debtors have retained
Natalia Alexeeva as chief restructuring officer.

A three-member panel has been appointed in these cases to serve as
the official committee of unsecured creditors, consisting of Walter
M. Grant, Paul N. Kiel, and Lawrence P. Klamon.  The Committee is
represented by Cole Schotz P.C.'s J. Kate Stickles, Esq., and
Patrick J. Reilley, Esq.; and the Law Offices of Henry F. Sewell,
Jr., LLC.

The Bank of New York Mellon is represented by Gerard Uzzi, Esq.,
and Eric Stodola, Esq., at Milbank Tweed Hadley & McCloy LLP, in
New York; Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones
LLP, in Wilmington, Delaware; and Glenn E. Siegel, Esq., and
Rachel
Jaffe Mauceri, Esq., at Morgan, Lewis & Bockius LLP, in New York.


MIG LLC: US Trustee, IRS Balk at BoNY's Exit Plan
-------------------------------------------------
Dorothy Atkins, writing for Bankruptcy Law360, reported that the
Office of the U.S. Trustee and the Internal Revenue Service have
objected to a proposed Chapter 11 reorganization plan for MIG LLC,
saying the plan's exculpation provision is overbroad and clears too
many debtors of liability.  As currently drafted, the plan's
exculpation provision broadly covers the indenture trustee and its
affiliate parties, however, coverage should be limited to parties
that served as estate fiduciaries, like the creditors' committee
and the debtor's directors and officers, the U.S. Trustee said.

For its part, the IRS said the Plan's definition of an exculpated
party includes "an incredibly broad and numerous array of entities
and individuals," according to the report.

As reported by the Troubled Company Reporter, Judge Kevin Gross of
the U.S. Bankruptcy Court for the District of Delaware approved on
October 20, 2016, the disclosure statement explaining the plan of
reorganization proposed The Bank of New York Mellon, in its
capacity as indenture trustee, for MIG, LLC, and ITC Cellular,
LLC.

The hearing to consider confirmation of BoNY's Plan will be held
on
December 6, 2016, at 11:00 a.m., prevailing Eastern Time.

The Plan contemplates deleveraging the Debtors through the
conversion of all notes secured claims on account of the senior
secured notes and the prepetition indenture, and all general
unsecured claims to new equity in MIG Holdings, a new Republic of
the Marshall Islands limited liability company, to be formed by
the
Debtors prior to the Effective Date.

Holders of Class 2 Notes Secured Claims will receive their pro
rata
share of the Class 2 Equity Distribution; provided, however, that
if the Sale Transaction occurs, then each holder of Class 2 Claims
will receive its pro rata share of sale transaction proceeds in
lieu of the Class 2 Equity Distribution.  Class 2 Claims are
estimated to total $125 million.  The Plan Proponent has included
in this estimate in consultation with Senior Secured Noteholders
holding over a majority of the outstanding Senior Secured Notes
who
determined that this represents a fair clearing price for a sale
of
ITC Cellular's 46% indirect equity stake in Magticom.

Holders of Class 3 General Unsecured Claims will receive a pro
rata
share of the Class 3 Equity Distribution, provided, however, that
if the sale of all or substantially all of MIG's assets, including
the ITC Equity, occurs, then each will holder will receive its pro
rata share of the net cash proceeds in lieu of the Class 3 Equity
Distribution.  General Unsecured Claims are estimated to total
$138.8 million.

BoNY tells the Court that in the event of a reorganization
transaction, it expects that the Reorganized Debtors will pursue
the return of the collateral held by the Workers Compensation
Insurers, to the extent that the Debtors have not already begun to
pursue its return prior to the Effective Date.  In the event of a
sale transaction, any proceeds from the sale of the Debtors'
interests in the collateral will be distributed.

The Amended Disclosure Statement indicated that a letter from the
Official Committee of Unsecured Creditors is being distributed
with
the Disclosure Statement recommending rejection of the Plan.

A full-text copy of the Amended Disclosure Statement dated October
20, 2016, is available at:

       http://bankrupt.com/misc/deb14-11605-723.pdf

                        About MIG LLC

Formerly operating under the name "Metromedia International Group,
Inc.," MIG LLC -- http://www.migllc-group.com/-- owned and  
operated and sold dozens of companies in diverse industries,
including entertainment, photo finishing, garden equipment and
sporting goods, until the late 1990s.  In 1997 and 1998, MIG
consummated the sale of substantially all of its U.S.-based
entertainment assets and began focusing on expanding into emerging
communications and media businesses.  By 2005, all of MIG's
operating businesses were located in the Republic of Georgia and
operated through its subsidiaries.

MIG LLC and affiliate ITC Cellular, LLC, filed for Chapter 11
bankruptcy protection on June 30, 2014.  The cases are currently
jointly administered under Bankr. D. Del. Lead Case No. 14-11605.
As of the bankruptcy filing, MIG's sole valuable asset, beyond its
existing cash, is its indirect interest in Magticom Ltd.  The
cases
are assigned to Judge Kevin Gross.

Headquartered in Tbilisi, Georgia, Magticom is the leading mobile
telephony operator in Georgia and is also the largest telephone
operator in Georgia.  Magticom serves 2.4 million subscribers with
a network that covers 97% of the populated regions in Georgia.
Magticom is owned by International Telcell Cellular, LLC, which is
46% owned by MIG unit ITC Cellular, 51% owned by Dr. George
Jokhtaberidze, and 3% owned by Gemstone Management Ltd.

Formerly known as MIG, Inc., MIG was a debtor in a previous case
(Bankr. D. Del. Case NO. 09-12118). It obtained approval of its
reorganization plan in November 2010.

The Debtors have tapped Greenberg Traurig LLP as counsel, Fox
Rothschild Inc. as financial advisor; Cousins Chipman and Brown,
LLP, as conflicts counsel; and Prime Clerk LLC as claims and
notice
agent and administrative advisor.  The Debtors have retained
Natalia Alexeeva as chief restructuring officer.

A three-member panel has been appointed in these cases to serve as
the official committee of unsecured creditors, consisting of Walter
M. Grant, Paul N. Kiel, and Lawrence P. Klamon.  The Committee is
represented by Cole Schotz P.C.'s J. Kate Stickles, Esq., and
Patrick J. Reilley, Esq.; and the Law Offices of Henry F. Sewell,
Jr., LLC.

The Bank of New York Mellon is represented by Gerard Uzzi, Esq.,
and Eric Stodola, Esq., at Milbank Tweed Hadley & McCloy LLP, in
New York; Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones
LLP, in Wilmington, Delaware; and Glenn E. Siegel, Esq., and
Rachel
Jaffe Mauceri, Esq., at Morgan, Lewis & Bockius LLP, in New York.


MNS SERVICES: Seeks to Hire Schneider & Stone as Legal Counsel
--------------------------------------------------------------
MNS Services, Inc. seeks approval from the U.S. Bankruptcy Court
for the Northern District of Illinois to hire legal counsel in
connection with its Chapter 11 case.

The Debtor proposes to hire the Law Offices of Schneider & Stone to
give legal advice regarding its duties under the Bankruptcy Code,
assist in the preparation of a bankruptcy plan, and provide other
legal services.

The hourly rate charged by the firm for it attorneys is $350.
Paralegals are paid an hourly rate of $175.

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

The firm can be reached through:

     Ben Schneider, Esq.
     Law Offices of Schneider & Stone
     8424 Skokie Blvd., Suite 200
     Skokie, IL 60077
     Email: ben@windycitylawgroup.com

                        About MNS Services

MNS Services, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 16-34300) on October 27,
2016.  The petition was signed by Angelica Starzec, president.  

At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $100,000.


MOBILESMITH INC: OKs Option Grants Under 2016 Equity Plan
---------------------------------------------------------
The Board of Directors of MobileSmith, Inc., approved grants of
options under the Company's 2016 Equity Incentive Plan to senior
executive officers and non-management employees to purchase a total
of 1,500,000 shares of the Company's common stock, par value $0.001
per share.

In all cases, the options granted by the Board have a four-year
term and are scheduled to vest on a quarterly basis, in 12 equal
quarterly installments at the end of each quarter, beginning with
the quarter ending Dec. 31, 2016.  The options have an exercise
price per share equal to $1.49, which was the closing price per
share of the Company's Common Stock on Nov. 21, 2016, the grant
date.

From the above grants, Amir Elbaz, the Company's executive chairman
of the Board received options to purchase 190,0000 shares of the
Company's Common Stock; Bob Dieterle, the Company's president and
chief operating officer, received options to purchase 175,000
shares; Gleb Mikhailov, the Company's chief financial officer,
received options to purchase 135,000 shares. The Board also awarded
under the 2016 Plan options for 1,000,000 shares of the Company's
Common Stock to non-management employees of the Company.

                     About MobileSmith, Inc.

Raleigh, North Carolina-based MobileSmith, Inc., was incorporated
as Smart Online, Inc. in 1993 and changed its name to MobileSmith,
Inc. effective July 1, 2013.  The company develops and markets
software products and services tailored to users of mobile devices.
Its flagship product, MobileSmith(R) Platform is an app
development platform that enables organizations to rapidly create,
deploy and manage custom, native smartphone and tablet apps
deliverable across iOS and Android mobile platforms.

MobileSmith reported a net loss of $7.71 million on $1.82 million
of total revenue for the year ended Dec. 31, 2015, compared to a
net loss of $7.33 million on $879,086 of total revenue for the year
ended Dec. 31, 2014.

As of Sept. 30, 2016, MobileSmith had $1.22 million in total
assets, $45.65 million in total liabilities and a total
stockholders' deficit of $44.43 million.

Cherry Bekaert LLP, in Raleigh, North Carolina, 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 working capital
deficiency as of Dec. 31, 2015.  These conditions, the auditors
noted, raise substantial doubt about the Company's ability to
continue as a going concern.


NEW SOLDIER'S: Seeks to Hire Gabor & Marotta as Legal Counsel
-------------------------------------------------------------
New Soldier's Restaurant, Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of New York to hire legal
counsel in connection with its Chapter 11 case.

The Debtor proposes to hire Gabor & Marotta LLC to give legal
advice regarding its duties under the Bankruptcy Code, negotiate
with creditors, assist in the preparation of a bankruptcy plan, and
provide other legal services.

The hourly rates charged by the firm are:

     Partner       $450
     Associate     $300
     Paralegal     $125

Richard Gabor, Esq., at Gabor & Marotta, disclosed in a court
filing that his firm does not represent any interest adverse to the
Debtor or its bankruptcy estate.

The firm can be reached through:

     Richard M. Gabor, Esq.
     Gabor & Marotta LLC
     1878 Victory Boulevard
     Staten Island, NY 10314
     Phone: 718-390-0555
     Email: dan@gabormarottalaw.com

                 About New Soldier's Restaurant

New Soldier's Restaurant, Inc. sought protection under Chapter 11
of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 16-44243) on
September 23, 2016.  The petition was signed by Witcliff Williams.


At the time of the filing, the Debtor estimated assets of less than
$100,000 and liabilities of less than $500,000.


NEWPARK RESOURCES: S&P Lowers Rating on Sr. Unsecured Debt to 'B-'
------------------------------------------------------------------
S&P Global Ratings revised its recovery evaluation on Newpark
Resources Inc.'s existing senior unsecured debt to '3' from '2'
and, as a result, lowered its issue-level rating on the debt to
'B-' from 'B'.  The '3' recovery rating indicates S&P's expectation
for meaningful recovery (50%-70%; upper half of range) of principal
in the event of a payment default.  The rating actions follow S&P's
revised and lowered expected recovery valuation at emergence on
Newpark, which reflect the current weak market conditions and our
expectation that the company's EBITDA will not reach previous
levels in the near term.

At the same time, S&P assigned its 'B-' issue-level rating and '3'
recovery rating to Newpark's $87.5 million senior unsecured
convertible notes due 2021.  The '3' recovery rating indicates
S&P's expectation for a meaningful recovery (50%-70%; upper half of
range) of principal in the event of a payment default.

The company announced earlier today this it has priced
$87.5 million of new 4% senior unsecured convertible notes due 2021
in a private placement to qualified institutional buyers. Newpark
expects to close the deal on Dec. 5, 2016.  The company also
granted the initial purchasers an option to purchase up to $12.5
million of additional notes, exercisable within 30 days.  The
company expects to use the proceeds of these notes to retire
existing debt and for general corporate purchases.

S&P's 'B-' corporate credit rating and negative outlook on Newpark
are unchanged.

                        RECOVERY ANALYSIS

Key credit factors for the ratings:

   -- Newpark is the borrower on its $90 million asset-based
      lending (ABL) revolving credit facility, which is guaranteed

      by substantially all of its domestic subsidiaries and
      collateralized by substantially all of the borrowers' and
      guarantors' assets and a pledge of the stock of the
      company's first-tier foreign subsidiaries (limited to 65% to

      avoid adverse tax consequences).

   -- The convertible notes don't benefit from subsidiary
      guarantees.  Therefore, claims relating to the notes would
      be subordinated to the claims relating to the credit
      facility in a default scenario.

   -- S&P's recovery analysis assumes that the company's $90
      million revolving credit facility is drawn up to 60% of
      commitment at default.

    -- S&P's simulated default scenario contemplates a payment
       default in 2018, stemming from reduced demand for drilling
       fluids because of an extended period of weak commodity
       prices and limited spending by oil and gas exploration and
       production (E&P) companies.

Simulated default assumptions

   -- Simulated year of default: 2018
   -- Cash EBITDA at emergence: $28 million
   -- EBITDA multiple: 5x

Simplified waterfall

   -- Net enterprise value (after 5% in administrative costs and
      potential claims relating to foreign credit lines):
      $126 million
      ----------------------------------------------------------
   -- Claims relating to the secured revolving credit facility:
      $56 million
   -- Recovery expectation: Not applicable
   -- Residual value available to unsecured claims: $59 million
   -- Senior unsecured claims: $89 million
      -- Recovery expectation: 50%-70% (upper half of the range)

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

RATINGS LIST

Newpark Resources Inc.
Corporate Credit Rating       B-/Negative/--

Downgraded; Recovery Rating Revised
                                     To      From
Newpark Resources Inc.
Existing senior unsecured debt      B-      B
  Recovery Rating                    3H      2L

New Ratings

Newpark Resources Inc.
Senior Unsecured
  $87.5 million convertible notes due 2021     B-
   Recovery Rating                             3H



NJOY INC: Committee, U.S. Trustee Object to KEIP Motion
-------------------------------------------------------
The Official Committee of Unsecured Creditors of NJOY, Inc., filed
a limited objection to the Debtor's Motion for Approval of Key
Employee Incentive Plan and Authorizing Payments Thereunder.

The Committee says it does not object in principle to the
implementation of the Key Incentive Plan dated September 14, 2016.
The Committee notes the payment of a KEIP of $100,000 was
contemplated in the Budget attached as an exhibit to the Final DIP
Financing Order approved by the Bankruptcy Court on Oct. 14, 2016.

The Committee, however, objects to the KEIP to the extent that the
funds to pay the KEIP are not currently available and payable from
the proceeds of the DIP Loan pursuant to the DIP Budget.  The
Committee points out that the closing on the sale of the Debtor's
assets was anticipated for Nov. 30, 2016, and to the extent that
there is no closing of the Sale, the Committee objects to any KEIP
payments to the Eligible Employees.

As reported by the Troubled Company Reporter, Homewood NJOY
Acquisition, LLC, whic is affiliated with Douglas Teitelbaum and
his Homewood Capital investment firm, was named the successful
bidder at an auction held early in November.   On November 15,
2016, the Court entered its order approving a sale of
substantially
all of the Debtors' assets.

According to a prior TCR report, the aggregate consideration to be
paid by the Purchaser consists of:

     (a) a cash amount equal to:

             (i) the total amount of fees and expenses owed to
CohnReznick Capital Markets Securities LLC, of approximately
$312,500, pursuant to the retention agreement approved by the
Bankruptcy Court on October 7, 2016, and the Bid Procedures Order
payable by the Purchaser to CohnReznick Capital Markets Securities
LLC at Closing by wire transfer or immediately available funds,
plus

            (ii) the amount of the Seller's obligations
outstanding
under the DIP Facility, payable by Purchaser to Seller at Closing
by wire transfer or immediately available funds, plus

           (iii) $250,000 to the Seller for the benefit of the
Seller's general bankruptcy estate;

     (b) the Credit Bid of $29,515,060, representing the Second
Lien Claims and the Junior Term Loans, all of which will be
released and discharged upon Closing;

     (c) assumption of the Senior Term Loans; and

     (d) assumption of certain liabilities.

The Committee reminds the Court that the Successful Bidder of the
Debtor's Assets is required, as part of the Purchase Price, to make
a payment of $250,000 at Closing -- General Creditor Payment --
which funds will be used to pay post-closing priority and
administrative payments in order to fund the process to
confirmation of the plan.  Under no circumstances should the KEIP
payments be made from the General Creditor Payment, the Committee
asserts.

The Committee says the Court must include language in any order
approving the Debtor's KEIP Motion that the KEIP payments be paid
solely from the DIP Loan proceeds pursuant to the Final Financing
Order and not from the General Creditor Payment.

The Debtor on Nov. 16 filed the KEIP Motion, seeking authority to
pay certain Eligible Employees an incentive payment for their work
in supporting due diligence efforts, work leading up to the auction
and the closing of a Sale.  The KEIP provides that the Eligible
Employees will receive 50% of their portion of the $100,000 KEIP
upon entry of the order approving the Sale and 50% of their
allocated amount upon the closing of the Sale.  The KEIP payments
are to be in lieu of any other performance bonus, retention, or
severance compensation otherwise payable to the Eligible Employees.


The Debtor will return to the Bankruptcy Court on Dec. 15 for a
hearing on the KEIP Motion.  The Debtor is also seeking Court
approval to keep the identities of employees and certain other
information under seal.  The employee information has been filed as
exhibit to the KEIP Motion.  The Debtor says the exhibit contains
or reflects confidential commercial information.

Andrew R. Vara, the Acting United States Trustee for Region 3, has
objected to NJOY's request to file Appendix A to Exhibit A to the
KEIP Motion under seal.  The U.S. Trustee reminds the Court that
according to paragraph 51 of the Declaration of Jeffrey Weiss in
Support of First Day Motions dated September 16, 2016, there are 15
employees of NJOY plus Mr. Weiss in his capacity as Interim
President and General Counsel.  The KEIP Motion seeks authority to
pay a bonus to every employee of NJOY.

A report by Vince Sullivan, writing for Bankruptcy Law360, rsays
KEIP will provide for a payment to all of the company's 50
employees.

The U.S. Trustee contends that none of the information the Debtor
seeks to seal falls within the purview of Bankruptcy Code Section
107 or FRBP 9018. Every employee will be receiving a bonus of some
kind pursuant to the KEIP Motion. The amounts of compensation and
bonuses are amounts required to be disclosed by Debtors' in their
Statements and Schedules.  A sale of the business as a going
concern has been approved by the Court so that any reasons related
to employee morale and the fear that employees could resign are not
present in this case. The modest KEIP is proposed after the fact
and will benefit every employee. The material sought to be sealed
is not a trade secret, is not commercially sensitive information,
is not scandalous or defamatory and is not a governmental secret.

The Committee is represented by:

     L. John Bird, Esq.
     FOX ROTHSCHILD LLP
     919 North Market Street, Suite 300
     Wilmington, DE 19801
     Telephone: (302) 654-7444
     Facsimile: (302) 656-8920

          - and -

     Michael A. Sweet, Esq.
     FOX ROTHSCHILD LLP
     345 California Street, Suite 2200
     San Francisco, CA 94104-2670
     Telephone: 415.364.5540
     Facsimile: 415.391.4436
     E-mail: msweet@foxrothschild.com

          - and -

     Martha B. Chovanes, Esq.
     FOX ROTHSCHILD LLP
     2000 Market Street, Twentieth Floor
     Philadelphia, PA 19103-3222
     Telephone: (609) 896-3600
     Facsimile: (609) 896-1469
     E-mail: mchovanes@foxrothschild.com

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
     Wilmington, DE 19801
     Tel: (302) 573-6491
     Fax: (302) 573-6497

                        About NJoy Inc.

Headquartered in Scottsdale, Arizona, NJOY sells e-cigarettes and
vaping products to wholesalers, distributors and retailers. The
Company was the first major ENDS company to offer products across
all form factors: disposable and rechargeable cigalikes, open
system e-liquids and vaping devices, and advanced closed system
e-liquids. The Debtor has no in-house manufacturing capabilities.
Its hardware is sourced from two major suppliers in China. The
Debtor sources e-liquids from facilities based in the United
States. As of Sept. 9, 2016, the Debtor had a total of 15
employees.

NJOY filed a voluntary petition under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 16-12076) on Sept. 16, 2016.  The
case is assigned to the Hon. Christopher S. Sontchi.  The petition

was signed by Jeffrey Weiss, general counsel and interim
president.

NJOY has hired Gellert Scali Busenkell & Brown, LLC as counsel,
Sierraconstellation Partners, LLC as financial advisor,
Cohnreznick Capital Markets Securities Investment LLC as
investment banker.

An official committee of unsecured creditors has tapped Fox
Rothschild LLP as counsel.

Homewood NJOY Acquisition, LLC, the affiliate of Douglas Teitelbaum
and his Homewood Capital investment firm that won the bidding for
the Debtor's assets, is is represented by David L. Eaton, Esq., and
Michael Chu, Esq., at Kirkland & Ellis LLP.  The Court approved the
sale on November 15, 2016.

Counsel to FLFC Lending Co. as Agent and DIP Lender, are Curtis S.
Miller, Esq., and Andrew J. Roth-Moore, Esq., at MORRIS, NICHOLS,
ARSHT & TUNNELL LLP; and Daniel F. Fiorillo, Esq., and Chad B.
Simon, Esq., at OTTERBOURG P.C.


NORTEL NETWORKS: Brown & Fox Rothschild Represent Trade Claimants
-----------------------------------------------------------------
Brown Rudnick LLP and Fox Rothschild LLP, pursuant to Rule 2019 of
the Federal Rules of Bankruptcy Procedure, filed with the U.S.
Bankruptcy Court for the District of Delaware on Nov. 30, 2016, an
amended verified statement, saying that they serve as counsel to a
consortium of holders of unsecured (non-funded debt) claims in the
Chapter 11 bankruptcy case of Nortel Networks Inc. and its
affiliates.

On May 12, 2015, the Nortel Trade Claim Consortium retained Brown
Rudnick to represent it in connection with the holders' interests
as holders of trade claims.  On May 12, 2015, the Nortel Trade
Claim Consortium retained Fox Rothschild to represent them as
Delaware counsel in connection with these Chapter 11 cases.

The Counsel do not represent or purport to represent any other
entities with respect to the Debtors' Chapter 11 cases.  In
addition, the Consortium does not purport to act, represent, or
speak on behalf of any other entities in connection with the
Debtors' Chapter 11 cases.

On June 22, 2015, the Counsel filed the Verified Statement of Brown
Rudnick and Fox Rothschild pursuant to Fed. R. Bankr. P. 2019(a).

The Holders or affiliates hold disclosable economic interests, or
act as investment advisors or managers to funds and accounts of
their respective subsidiaries that hold disclosable economic
interests, in relation to the Debtors.  The names, addresses, and
the nature and amount of each disclosable economic interest of each
Holder as of Nov. 28, 2016, are:

     A. ASM Capital LP
        7600 Jericho Turnpike  
        Suite 302
        Woodbury, NY 11797

        Unsecured Claims (U.S.): $15,650,000
        Unsecured Claims (Canada): $70,000

     B. Farallon Capital Management, LLC
        One Maritime Plaza
        Suite 2100
        San Francisco, CA 94111  

        Unsecured Claims (U.S.): $13,727,042
        Unsecured Claims (Canada): $17,740,846

     C. Hain Capital Group, LLC
        301 Route 17 - 6th Floor
        Rutherford, NJ 07070

        Unsecured Claims (U.S.): $43,951,510.99
        Unsecured Claims (Canada): $4,288,425
        Administrative Claims: $2,782,292.28
        Other Holdings: Unsecured Canadian Claims CAD$954,297.99

     D. Silver Point Capital, L.P.
        Two Greenwich Plaza
        Greenwich, CT 06830

        Unsecured Claims (U.S.): $45,524,886
        Bond Holdings: $57,000,000 of 10.125% Notes
                       $41,250,000 of 10.75% Notes  

     E. Bowery Investment Management, LLC
        1325 Avenue of the Americas, 28th Floor
        New York, NY  10019

        Unsecured Claims (U.S.): $5,729,000
        Unsecured Claims (Canada): $1,990,416
        Other Holdings: Unsecured UK and CALA Claims $1,760,300.00


The Counsel reserves the right to amend or supplement this
Statement as necessary, in accordance with Bankruptcy Rule 2019.

The Counsel can be reached at:

     L. John Bird, Esq.   
     Jeffrey M. Schlerf, Esq.
     FOX ROTHSCHILD LLP
     Citizens Bank Center       
     919 North Market Street, Suite 300       
     Wilmington, DE 19801          
     Tel: (302) 654-7444          
     Fax: (302) 656-8920
     E-mail: lbird@foxrothschild.com
             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
     E-mail: 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.


NORTEL NETWORKS: Wins Round in Battle Over Pension Liabilities
--------------------------------------------------------------
Jacklyn Wille, writing for Bloomberg's Pension & Benefits Daily,
reported that Nortel Networks Inc. won a victory in its fight with
federal pension regulators when a bankruptcy judge rejected a
briefing schedule proposed by the Pension Benefit Guaranty
Corporation.

According to the report, Nortel had clashed with the PBGC over how
to value the company's unfunded pension liabilities.  The PBGC
claimed in 2009 that Nortel owed $593 million in pension payments,
but the agency upped that amount to $708 million in 2014, a move
that Nortel said lacked factual support, the report related.

The judge's Nov. 22, 2016 decision setting an evidentiary hearing
for Jan. 9 to 11, 2017, is a win for Nortel, which argued that the
PBGC should be forced to turn over documents relevant to its
valuation process, the Bloomberg report said.  This move could
signal the judge's ultimate willingness to settle on a liability
figure closer to Nortel's suggested amounts, which ranged from $180
million to $460 million -- well short of either amount proposed by
the PBGC, the report further related.

In seeking to resolve the parties' legal disputes without formal
discovery, the PBGC argued that all six bankruptcy courts that have
considered the PBGC's valuations since 2003 have resolved the cases
on legal grounds and without considering discovery, the report
added.  Nortel contested this assertion, arguing that the PBGC's
position boiled down to the "single myopic concept" that discovery
would be "too expensive," the report said.

                      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.


NORTHWEST HEALTH: Seeks Appointment of PCO Former Patients
----------------------------------------------------------
Northwest Health Summit, P.S., asks the U.S. Bankruptcy Court for
the Eastern District of Washington to enter an order directing the
appointment of a patient care ombudsman to represent the interests
of its former patients with respect to all recorded patient health
information, and to take such further actions as appropriate under
the circumstances of the Chapter 11 bankruptcy case.

According to the Debtor, despite its expressed concerns for the
transition of former patients to new providers, and for the
confidentiality, preservation, and portability of all recorded
patient health care information, Inland Northwest Health Services
d/b/a Engage (INHS) has not provided complete Medical Records to
the Debtor, and may be unwilling or unable to do so.

Therefore, the Debtor seeks the appointment and intervention of an
Ombudsman to represent the interests of the patients in the case,
and with respect to the rights of the former patients in their
Medical Records.

          About Northwest Health Summit

Northwest Health Summit, P.S. fka Women's Health Connection, P.S.,
dba Men's Health Connection, dba Women'S Health Connection, dba
Metabolic Health Connection, dba Northwest Psychiatry and TMS
Center filed a Chapter 11 petition (Bankr. E.D. Wash. Case No.
16-03406), on October 31, 2016.  The Petition was signed by Debra
Ravasia, M.D., president.  The case is assigned to Judge Frederick
P. Corbit. The Debtor's counsel is Barry W Davidson, Esq., Davidson
Backman Medeiros PLLC. At the time of filing, the Debtor estimated
assets and liabilities at $1 million to $10 million.


NORTHWEST HEALTH: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Northwest Health Summit, P.S.,
as of Nov. 29, according to a court docket.

                      About Northwest Health Summit

Northwest Health Summit, P.S. fka Women'S Health Connection, P.S.,
dba Men's Health Connection, dba Women'S Health Connection, dba
Metabolic Health Connection, dba Northwest Psychiatry and TMS
Center filed a Chapter 11 petition (Bankr. E.D. Wash. Case No.
16-03406), on Oct. 31, 2016.  The Petition was signed by Debra
Ravasia, M.D., president.  The case is assigned to Judge Frederick
P. Corbit.  The Debtor's counsel is Barry W Davidson, Esq.,
Davidson Backman Medeiros PLLC.  At the time of filing, the Debtor
estimated assets and liabilities at $1 million to $10 million.


OFFSHORE DRILLING: Fitch Cuts Curr. Issuer Default Ratings to CCC
-----------------------------------------------------------------
Fitch Ratings has downgraded the Long-Term Foreign and Local
Currency Issuer Default Ratings (IDRs) for Offshore Drilling
Holding SA (ODH) to 'CCC' from 'B-'.

KEY RATING DRIVERS

ODH's rating downgrade reflects the expected weakening of the
company's credit profile as a result of the temporary suspension of
Bicentenario operations. This increases ODH's re-contracting risk
in general and specifically for this unit upon expiration on its
currently suspended contract in June 2017. Additionally, Fitch does
not expect ODH to generate enough cash flow from operations (CFFO)
to cover interest expenses while Bicentenario is suspended and not
receiving payments, which was further exacerbated by the recent
contract renegotiations for Centenario and La Muralla IV resulting
in lower day-rates.

Fitch believes that while the company's liquidity position provides
some near-term cushion, the high uncertainty surrounding the
ability to secure a long-term contract for Bicentenario increases
ODH's credit risk. The company has enough liquidity to cover at
least the next interest payment in March 2017 and potentially the
second annual instalment due September 2017 as well as operating
expenses for the drilling units over the next six to 12 months.

The notes also benefit from a one year debt service reserve
account. As of June 30, 2016, consolidated cash on hand amounted to
USD90 million of which USD41 million were related to the
Guarantors. Additionally, the notes benefit from a one year debt
service reserve account totaling approximately USD80 million.

While ODH benefits from a competitive position in the Mexican
market and good relationship with its offtaker Petroleos Mexicanos
(PEMEX), the recent consolidation in the global oilfield services
sector is likely to weaken the company's competitive position in an
evolving industry that may favor larger players.

DETERIORATED FINANCIAL METRICS

Fitch does not expect ODH to generate enough CFFO to cover interest
expenses while Bicentenario is suspended and not receiving
payments, this situation has been further exacerbated by the recent
contract renegotiations for Centenario and La Muralla IV resulting
in lower day-rates. Fitch expects debt/EBITDA metrics to peak in
2017 exceeding 14.0x and to remain above 10.0x for the next three
years, reflecting much weaker than initially expected EBITDA as a
result of lower day rates and potential uncertainties related to
Bicentenario resuming operations after 2017. Absent a material turn
around in demand expectations, Fitch believes there is limited room
for ODH to maintain a sustainable capital structure and business
model.

ROLL-OVER AND DAY-RATES RISK

Throughout the oil and gas industry, companies are facing pressure
to renegotiate day rates. This has already impacted ODH as
day-rates for Centenario and La Muralla IV were both decreased to
USD308,000 from USD365,000 and USD489,000, respectively, in
exchange for an extension on the contracts. A larger concern
remains the situation of the platform Bicentenario, which is
currently not operating and which contract renewal remains
uncertain, given Pemex's decision to significantly cut its
investments in deep-water exploration.

OIL PRICE PRESSURES

Offshore drillers continue to face depressed market conditions due
to lower demand and a significant oversupply of rigs. The severe
decline in oil prices has compounded the effects of the offshore
rig oversupply cycle resulting in continued global market day-rate
deterioration. ODH's ratings also reflect the potential that
persistently low oil & gas prices could extend the oilfield
services down cycle beyond our current expectations potentially
increasing ODH's liquidity risk.

KEY ASSUMPTIONS

Fitch's key assumptions within our rating cases for ODH include:

   -- Brent and West Texas Intermediate (WTI) oil prices trend
      toward a longer-term price of USD65/barrel;

   -- After expiration of the contracts for its drilling rigs, ODH

      may face difficulties re-contracting its assets;

   -- No revenues received for the operations of Bicentenario
      during 2017;

   -- Revised day-rates to USD308,000 for Centenario and La
      Muralla IV for the rating period;

   -- No dividend payments forecasted.

RATING SENSITIVITIES

Future developments that may, individually or collectively, lead to
a negative rating action include:

   -- Failure to re-contract rigs following contract expiration;

   -- Deteriorating liquidity as a result of negative free cash
      flow (FCF) during Bicentenario contract suspension;

   -- Further material, sustained declines in oilfield services
      demand.

No positive rating actions are currently contemplated over the near
term given the continued weakness in the oilfield services outlook
and Fitch's projections for leverage that exceeds through-the-cycle
levels.

LIQUIDITY

ODH had cash and equivalents of $90 million, as of June 30, 2016.
Approximately USD40 million of ODH's cash position is related to
the Guarantors while the remaining is related to the
non-guarantors. Supplemental liquidity is principally provided by
the company's debt service reserve accounts, which as of June 2016
was USD110.4 million, USD79.9 million related to the debt service
reserve account of the 2020 senior secured notes and USD30.5
million of La Muralla IV project finance.

FULL LIST OF RATING ACTIONS

Fitch has downgraded ODH's ratings as follows:

   -- Long-Term Foreign and Local Currency IDRs to 'CCC' from 'B-'

   -- Senior secured notes to 'CCC'/'RR4' from 'B-'/'RR4'.

The Negative Rating Outlook has been removed.



OLYMPIA OFFICE: 3 Affiliates' Voluntary Chapter 11 Case Summary
---------------------------------------------------------------
Affiliates of Olympia Office LLC (Bankr. E.D.N.Y. Case No.
16-74892) filing separate Chapter 11 bankruptcy petitions:

    Debtor                                       Case No.
    ------                                       --------
    WA Portfolio LLC                             16-75515
    229 Linwood Avenue
    Cedarhurst, NY 11516

    Mariners Portfolio LLC                       16-75516
    229 Linwood Avenue
    Cedarhurst, NY 11516

    Seahawk Portfolio LLC                        16-75517
    229 Linwood Avenue
    Cedarhurst, NY 11516

Chapter 11 Petition Date: November 28, 2016

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Hon. Robert E. Grossman (16-75515)
       Hon. Alan S. Trust (16-75516 and 16-75517)
       
Debtors' Counsel: Jordan Pilevsky, Esq.
                  LAMONICA HERBST & MANISCALCO, LLP
                  3305 Jerusalem Avenue, Suite 201
                  Wantagh, NY 11793
                  Tel: 516-826-6500
                  Fax: 516-826-0222
                  E-mail: jp@lhmlawfirm.com

                                      Estimated      Estimated
                                       Assets       Liabilities
                                     ----------     -----------
WA Portfolio LLC                     $10M-$50M       $50M-$100M
Mariners Portfolio                   $10M-$50M       $50M-$100M
Seahawk Portfolio                    $10M-$50M       $50M-$100M

The petitions were signed by Scott G. Switzer, chief operating
officer.

A. WA Portfolio's List of Six Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
JSH Properties                                          Unknown

Lazer Apthaker Rosella & Yedid     Legal Services       $26,500

Margolin, Winer & Evens L            Accounting          $6,500
                                      Services

Midland Loan Servicing                                  Unknown

Robyn Tuerk, Esq.                  Legal Services       $37,500

Superior Note Solutions               Consulting        $35,000
                                       Services

B. Mariners Portfolio's List of Six Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
George Casady                        Engineer            $15,000

JSH Properties                                           Unknown

Lazer Apthaker Rosella & Yedid     Legal Services        $26,500

Margolin, Winer & Evens              Accounting           $6,500
                                      Services

Robyn Tuerk, Esq.                  Legal Services        $37,500

Superior Note Solutions               Consulting         $35,000
                                       Services

C. Seahawk Portfolio's List of Six Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
George Casady                         Engineer          $15,000

Lazer Apthaker Rosella & Yedid      Legal Services      $26,500

Margolin, Winer & Evens               Accounting         $6,500
                                       Services

Midland Loan Servicing                                   Unknown

Robyn Tuerk, Esq.                   Legal Services       $37,500

Superior Note Solutions               Consulting         $35,000
                                       Services


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

       Debtor                                   Case No.
       ------                                   --------
       The Outbound Group, Inc.                 16-55971
       28795 Goddard Road
       Building 6, Suite 200
       Romulus, MI 48174

       Mt. Carmel Leasing, LLC                  16-55973
       28795 Goddard Road
       Building 6, Suite 200
       Romulus, MI 48174

Chapter 11 Petition Date: November 29, 2016

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Hon. Phillip J Shefferly (16-55971)
       Hon. Thomas J. Tucker (16-55973)

Debtors' Counsel: Elliot G. Crowder, Esq.
                  STEVENSON & BULLOCK, P.L.C.
                  26100 American Drive, Suite 500
                  Southfield, MI 48034
                  Tel: 248-354-7906
                  E-mail: ecrowder@sbplclaw.com
                                       
                     - and -

                  Ernest Hassan, Esq.
                  STEVENSON & BULLOCK, P.L.C.
                  26100 American Drive, Suite 500
                  Southfield, MI 48034
                  Tel: (248) 354-7906
                  Fax: (248) 354-7907
                  E-mail: ehassan@sbplclaw.com

                                        Estimated   Estimated
                                          Assets   Liabilities
                                       ----------  -----------
The Outbound Group, Inc.               $0-$50,000   $1M-$10M   
Mt. Carmel Leasing                     $0-$50,000   $0-$50,000

The petition was signed by Harry J. Zoccoli, III, shareholder.

A copy of Outbound Group's list of 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/mieb16-59971.pdf

A copy of Mt. Carmel Leasing's list of two unsecured creditors is
available for free at http://bankrupt.com/misc/mieb16-59973.pdf


OVERSEAS SHIPHOLDING: S&P Affirms 'B' CCR, Off CreditWatch Positive
-------------------------------------------------------------------
S&P Global Ratings said that it has affirmed its 'B' corporate
credit rating on U.S.-based Overseas Shipholding Group Inc. and
removed the rating from CreditWatch, where S&P placed it with
positive implications on Oct. 21, 2016.  The outlook is stable.

At the same time, S&P lowered its issue-level rating on the
company's 8.125% senior unsecured notes due 2018 to 'B' from 'BB-'
and revised S&P's recovery rating on the notes to '3' from '1'. The
'3' recovery rating indicates S&P's expectation for meaningful
recovery (50%-70%; lower half of the range) in the event of a
payment default.  This action reflects S&P's lowered estimate of
the excess value available to the senior unsecured notes following
the spinoff.

In addition, S&P affirmed its 'BB-' issue-level rating on OSG's ABL
revolver and secured term loan, both of which mature in 2019. The
'1' recovery rating remains unchanged, indicating S&P's expectation
for very high recovery (90%-100%) in the event of a payment
default.

"Our rating on OSG reflects the company's high leverage, the
competitive nature of the shipping industry, and the softening
economic conditions in the domestic U.S. shipping market," said S&P
Global credit analyst Michael Durand.  "The rating also reflects
the company's smaller size, less diversified business, and
increased customer concentrations following the spin-off of its
international operating subsidiary, International Seaways." These
issues are somewhat offset by the company's strong market position
in the domestic shipping industry and its high contract coverage
through time charters.

The stable outlook on Overseas Shipholding Group reflects S&P's
belief that the spin-off of the company's international subsidiary
will reduce the volatility of its operating business given the high
proportion of its domestic revenue derived from time charters and
its decreased reliance on the spot market.  However, S&P expects
that the domestic shipping market will remain challenging over the
next year given the weaker fundamentals.

S&P could lower its rating on OSG over the next year if the
company's earnings decline by more than S&P expects because of
cyclical pressures, causing its FFO-to-debt ratio to decline below
5% for a sustained period.

It is unlikely that S&P would raise its rating on OSG over the next
year given the challenging conditions in the domestic liquid
shipping industry.  Over the longer-term, S&P could raise its
rating on the company if its earnings improve such that its
FFO-to-debt ratio increases and remains above 20% for a sustained
period.



OVERTON & OGBURN: Needs Until March 27 to File Chapter 11 Plan
--------------------------------------------------------------
Overton & Ogburn Associates, Inc. asks the U.S. Bankruptcy Court
for the District of Maryland to further extend the exclusive
periods during which the Debtor may file a plan and solicit
acceptances to its Chapter 11 plan by 120 days, or through March
27, 2017 and May 24, 2017, respectively.

The Debtor owns a commercial property, which consists of 45,000
square feet of rentable space, and located at 909 Baltimore
Boulevard, Westminster, Carroll County, Maryland 21157.  

The Debtor relates that during the exclusive period, the Debtor has
retained Lee & Associates Chesapeake Region, LLC as Sales and
Leasing Agent, with court approval, to assist in its reorganization
efforts.

Based upon conversations with the Sales and Leasing Agent, the
Debtor has changed its marketing plan -- it has determined that the
best method to realize value from the Commercial Property is to
sell Commercial Property as one building, instead of creating three
separate condominium units.  

The Debtor believes the sale of the entire Commercial Property will
save the Debtor a significant amount of money in improvements
needed to subdivide the Commercial Property, and attract a diverse
group of potential purchasers, and thereby generate sufficient
funds to repay its obligations in full to all creditors.  

Accordingly, the change in marketing tactics by the Debtor and the
Sales & Leasing Agent has added a level of complexity to this case
that warrants an extension of the exclusive periods.

The Debtor believes that, with continued marketing, additional
potential purchasers will come forward. Additionally, the sales
market for the Commercial property is expected to pick up, as it
does seasonally, in the beginning of next year.  The Debtor is
hopeful that with continued marketing the Commercial Property will
be under contract for sale in the spring of 2017.

                   About Overton & Ogburn Associates, Inc.        


Overton & Ogburn Associates, Inc. is a Maryland Corporation formed
in 1976 with its principal office at 4626 Annapolis Road,
Bladensburg, Maryland 20781. The Debtor is owned by John A.
Overton. The Debtor is licensed to handle construction projects in
the Commonwealth of Virginia and also owns a parcel of real
property, commonly known as 909 Baltimore Boulevard, Westminster,
Carroll County, Maryland 21157, improved by an office building.

Overton & Ogburn Associates, Inc. filed a Chapter 11 petition
(Bankr. D. Md. Case No. 16-14029), on March 29, 2016.  The Petition
was signed by John Overton Jr., president.  The case is assigned to
Judge David E. Rice.  The Debtor is represented by Alan M. Grochal,
Esq. at Tydings & Rosenberg, LLP.  At the time of filing, the
Debtor had both assets and liabilities estimated at $1 million to
$10 million.

The Debtor has retained Lee & Associates Chesapeake Region, LLC as
Sales and Leasing Agent.


PANDA LIBERTY: S&P Affirms 'B+' Rating on $435MM Term Loan
----------------------------------------------------------
S&P Global Ratings said it affirmed its 'B+' rating on Panda
Liberty LLC's $435 million term loan B-1, $150 million term loan
B-2, and $42 million letter of credit (LOC) facility.  S&P also
revised the outlook to positive from stable.  At the same time, S&P
revised the recovery rating on the senior secured debt to '2' from
'1', indicating S&P's expectation for substantial (70%-90%; lower
end of the range) recovery in the event of distress.

Panda Liberty LLC is an 829 megawatt (MW) CCGT power plant located
in northeastern Pennsylvania in Asylum Township, Bradford County.
The construction of Panda Liberty began in late 2013 and finished
in mid-2016.  The two generating units successfully entered
commercial operations in June and July, respectively, both
dispatching into PJM Interconnection's Penelec Zone.

"The positive outlook reflects our view that Panda Liberty would
likely be able to maintain a minimum DSCR of 1.6x from our base
case projection as well as manage any potential technical
challenges that may arise during the ramp up period in order to
sustain high availability," said S&P Global Ratings credit analyst
Tony Mok.

S&P would consider an upgrade when the new plant ramps up to stable
conditions and maintains capacity factors in line with S&P's
expectation.  In addition, an upgrade is probable if the project
achieves better financial performance that exceeds a minimum DSCR
of 1.9x under S&P's base case estimate, likely as a result of
improvement in power and capacity prices in PJM.

S&P would lower the rating if the project experiences continuous
ramp-up issues that would lead to poor operational performance
and/or higher operating and maintenance expenditures.  S&P also
would consider a downgrade if the DSCR coverage falls to below
1.5x, likely as a result of unfavorable power as well as capacity
prices due to changing market conditions, thus resulting in lower
cash flows from operations for servicing its debt service
obligations.



PARAGON POOLS: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Paragon Pools
        7473 W Lake Mead Blvd, Suite 100
        Las Vegas, NV 89128

Case No.: 16-16342

Chapter 11 Petition Date: November 28, 2016

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. August B. Landis

Debtor's Counsel: Ryan A. Andersen, Esq.
                  ANDERSEN LAW FIRM, LTD.
                  101 Convention Center Drive, Suite 600
                  Las Vegas, NV 89109
                  Tel: (702) 522 1992
                  Fax: (702) 825 2824
                  E-mail: randersen@andersenlawlv.com

Total Assets: $23,554

Total Liabilities: $1.57 million

The petition was signed by Joseph M. Vassallo, president.

A copy of the Debtor's list of 19 largest unsecured creditors is
available for free at http://bankrupt.com/misc/nvb16-16342.pdf


PERFORMANCE SPORTS: Coliseum Interested in Buying Debtor
--------------------------------------------------------
Coliseum Capital Management, LLC, disclosed in a filing with the
U.S. Securities and Exchange Commission that the financial advisor
of Performance Sports Group Ltd has provided Coliseum with the
necessary consent to commence discussions with an affiliate of one
of the co-owners of the purchaser under the Asset Purchase
Agreement that the Company entered in connection with its
restructuring process and its representatives about the possibility
of Coliseum and the Purchaser, and/or one or more entities to be
formed at their direction, acting together with respect to
potential plans or proposals related to a potential transaction
involving the Company.

In a Schedule 13D/A filed with the SEC on Nov. 29, Coliseum said
the discussions among them and representatives of the Purchaser are
ongoing.

It is uncertain whether Coliseum and the Purchaser, and/or an
entity formed thereby, on the one hand, and the Company, on the
other hand, will agree to any definitive agreement with respect to
any Potential Transaction, or that any Potential Transaction will
occur.  Further, there can be no assurance that the Purchaser and
Coliseum will reach any agreement on, or submit a plan or proposal
with respect to, any Potential Transaction, or that a Potential
Transaction will occur.

Coliseum said it and the Purchaser presently have no collective
intention with respect to acquiring, voting, holding or disposing
of equity securities of the Company, including the Common Shares
held by Coliseum (whether by tender offer, exchange offer, merger
or otherwise). Accordingly, Coliseum and the Purchaser have not
agreed to act together with respect to acquiring, voting, holding
or disposing of equity securities of the Company.

Coliseum may be reached at:

     Christopher Shackelton/Adam Gray
     Coliseum Capital Management, LLC
     Metro Center
     1 Station Place, 7th Floor South
     Stamford, CT 06902

Coliseum disclosed in the filing that it and its affiliated
entities may be deemed to beneficially own 4,310,239 shares or
roughly 9.5% of the common shares of Performance Sports.

Fola Akinnibi, writing for Bankruptcy Law360, noted that Coliseum
is Performance Sports' third-largest shareholder.

As reported by the Troubled Company Reporter, the Bankruptcy Court
in Delaware and the Ontario Superior Court of Justice have granted
the Company approval of, among other things, the bidding procedures
and "stalking horse" bid protections in connection with the
previously announced "stalking horse" asset purchase agreement,
under which an acquisition vehicle to be co-owned by an affiliate
of Sagard Capital Partners, L.P. and Fairfax Financial Holdings
Limited, intends to acquire substantially all of the assets of the
Company and its North American subsidiaries for U.S. $575 million
in aggregate and assume related operating liabilities.

                    About Performance Sports

Exeter, N.H.-based Performance Sports Group Ltd. (NYSE: PSG) (TSX:
PSG) -- http://www.PerformanceSportsGroup.com/-- is a developer   
and manufacturer of ice hockey, roller hockey, lacrosse, baseball
and softball sports equipment, as well as related apparel and
soccer apparel.  Its products are marketed under the BAUER,
MISSION, MAVERIK, CASCADE, INARIA, COMBAT and EASTON brand names
and are distributed by sales representatives and independent
distributors throughout the world.  In addition, the Company
distributes its hockey products through its Burlington,
Massachusetts and Bloomington, Minnesota Own The Moment Hockey
Experience retail stores.

On Oct. 31, 2016, Performance Sports Group Ltd. and certain of its
affiliates have filed voluntary petitions under Chapter 11 of the
Bankruptcy Code in the District of Delaware and commenced
proceedings under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice.  

The U.S. Debtors are: BPS US Holdings Inc.; Bauer Hockey, Inc.;
Easton Baseball/Softball Inc.; Bauer Hockey Retail Inc.; Bauer
Performance Sports Uniforms Inc.; Performance Lacrosse Group Inc.;
BPS Diamond Sports Inc.; and PSG Innovation Inc.

The Canadian Debtors are: Performance Sports Group Ltd.; KBAU
Holdings Canada, Inc.; Bauer Hockey Retail Corp.; Easton Baseball
/Softball Corp.; PSG Innovation Corp. Bauer Hockey Corp.; BPS
Canada Intermediate Corp.; BPS Diamond Sports Corp.; Bauer
Performance Sports Uniforms Corp.; and Performance Lacrosse Group
Corp.

The Debtors have hired Paul, Weiss, Rifkind, Wharton & Garrison
LLP
as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel;
Stikeman Elliott LLP as Canadian legal counsel;  Centerview LLP as
investment banker to the special committee; Alvarez & Marsal North
America, LLC, as restructuring advisor; Joele Frank, Wilkinson,
Brimmer, Katcher as communications & relations advisor; KPMG LLP
as
auditors; Ernst & Young LLP as CCAA monitor; and Prime Clerk LLC
as
notice, claims, solicitation and balloting agent.


PERFORMANCE SPORTS: U.S. Trustee Forms 3-Member Equity Committee
----------------------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, on Nov. 28 appointed
a committee of equity security holders in the Chapter 11 case of
Performance Sports Group Ltd. and its affiliates.

The equity committee members are:

     (1) Weiss Multi-Strategy Advisers LLC
         Attn: Brenda A. Reed
         320 Park Avenue, 20th Floor
         New York, NY 10022
         Phone: 212-415-7179

     (2) Dendera Capital Fund, LP
         Attn: Geoffrey W. Arems
         747 Third Avenue, 26th Floor
         New York, NY 10017  
         Phone: 212-520-7875

     (3) Kenneth S. Grossman
         18 Norfolk Road
         Great Neck, NY 11020
         Phone: 212-455-6702

The equity committee is represented by:

     Natalie D. Ramsey, Esq.
     Mark A. Fink, Esq.
     Montgomery, McCracken, Walker & Rhoads, LLP
     1105 North Market Street, 15th Floor
     Wilmington, DE 19801
     Tel: (302) 504-7800
     Fax: (302) 504-7820
     Email: nramsey@mmwr.com
     Email: mfink@mmwr.com

          -- and --

     Robert J. Stark, Esq.
     Steven B. Levine, Esq.
     James W. Stoll, Esq.
     Andrew M. Carty, Esq.
     Brown Rudnick LLP
     Seven Times Square
     New York, NY 10036
     Tel: (212) 209-4800
     Fax: (212) 209-4801
     Email: rstark@brownrudnick.com
     Email: slevine@brownrudnick.com
     Email: jstoll@brownrudnick.com
     Email: acarty@brownrudnick.com

                    About Performance Sports

Exeter, N.H.-based Performance Sports Group Ltd. (NYSE: PSG) (TSX:
PSG) -- http://www.PerformanceSportsGroup.com/-- is a developer
and manufacturer of ice hockey, roller hockey, lacrosse, baseball
and softball sports equipment, as well as related apparel and
soccer apparel. Its products are marketed under the BAUER, MISSION,
MAVERIK, CASCADE, INARIA, COMBAT and EASTON brand names and are
distributed by sales representatives and independent distributors
throughout the world. In addition, the Company distributes its
hockey products through its Burlington, Massachusetts and
Bloomington, Minnesota Own The Moment Hockey Experience retail
stores.

On Oct. 31, 2016, Performance Sports Group Ltd. and certain of its
affiliates have filed voluntary petitions under Chapter 11 of the
Bankruptcy Code in the District of Delaware and commenced
proceedings under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice.

The U.S. Debtors are: BPS US Holdings Inc.; Bauer Hockey, Inc.;
Easton Baseball/Softball Inc.; Bauer Hockey Retail Inc.; Bauer
Performance Sports Uniforms Inc.; Performance Lacrosse Group Inc.;
BPS Diamond Sports Inc.; and PSG Innovation Inc.

The Canadian Debtors are: Performance Sports Group Ltd.; KBAU
Holdings Canada, Inc.; Bauer Hockey Retail Corp.; Easton Baseball
/Softball Corp.; PSG Innovation Corp. Bauer Hockey Corp.; BPS
Canada Intermediate Corp.; BPS Diamond Sports Corp.; Bauer
Performance Sports Uniforms Corp.; and Performance Lacrosse Group
Corp.

The Debtors have hired Paul, Weiss, Rifkind, Wharton & Garrison LLP
as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel;
Stikeman Elliott LLP as Canadian legal counsel; Centerview LLP as
investment banker to the special committee; Alvarez & Marsal North
America, LLC, as restructuring advisor; Joele Frank, Wilkinson,
Brimmer, Katcher as communications & relations advisor; KPMG LLP as
auditors; Ernst & Young LLP as CCAA monitor; and Prime Clerk LLC as
notice, claims, solicitation and balloting agent.

Andrew R. Vara, Acting U.S. Trustee for Region 3, on Nov. 10
appointed three creditors of BPS US Holdings, Inc., parent of
Performance Sports, to serve on the official committee of unsecured
creditors.  The Creditors' Committee retained by Blank Rome LLP as
counsel, Cassels Brock & Blackwell LLP as Canadian co-counsel, and
Province Inc. as financial advisor.


Petition LLC Starts Anonymous Curated Restructuring News Service
----------------------------------------------------------------
Petition LLC, a Wyoming corporation organized on Sept. 15, 2016,
has launched an anonymous Web site and electronic mail service to
distribute "curated restructuring news."  Petition LLC registered
its petition11.com Internet domain name using GoDaddy's privacy
services ten days prior to incorporation in Wyoming.  

To sign up for Petition LLC's weekly mailing, complete the form at
http://eepurl.com/cjndB1and enter "PeterChapman" in the "Misc" box
to let this new news service know that you learned about it through
the Troubled Company Reporter.  

Petition LLC told Troubled Company Reporter editors earlier this
week that its goal is "simply trying to democratize information and
cut through some of the noise" in limited e-mail exchanges with
this new publisher serving the corporate restructuring industry.
"The aim is that by reading Petition for three-to-five minutes
every week, our readers will have an understanding of the most
relevant macroeconomic, industry-specific and company-specific news
and themes," Petition LLC says.

"There is news everywhere," Petition LLC says.  "We analyze all
relevant news stories and case filings, every day, and choose a
handful (generally 7-10 stories) to explain in our weekly
newsletter.  We think this is a hugely valuable part of our
service."

Petition LLC can be reached at:

        Petition LLC
        412 N. Main Street, Suite 100
        Buffalo, WY 82834
        E-mail: petition@petition11.com

Petition LLC says that its "team features experience from biglaw,
advisory & buyside."  


PLANET MERCHANT: Planet Group Buying All Assets for $12 Million
---------------------------------------------------------------
Planet Merchant Processing, Inc., asks the U.S. Bankruptcy Court
for the District of Nebraska to authorize the sale of substantially
all assets to Planet Group, Inc. ("PGI") for $12,420,928, subject
to overbid.

The Debtor is a one-product software company.  The software is
called A360.  A360 facilitates the back-end processing of debit and
credit transactions in accordance with rules established by Visa,
Master Card, Discover, and American Express ("Associations").

On the date the bankruptcy petition was filed, the Debtor had four
executory contracts with four separate customers, namely
TransFirst, L.L.C., EVO Merchant Services, L.L.C., WorldPay and
First American Payments Systems.  The Debtor's sole source of
income was from these 4 contracts.  However, because the Debtor had
lost money on each of these 4 contracts over the prior 4 years, the
Debtor chose to reject these contracts in bankruptcy.

On Aug. 17, 2016, the Debtor filed motions to reject each of the 4
executory contracts with the Customers.  Initially, the Customers
objected to the Debtor's motions to reject executory contracts but
withdrew their objections in September 2016.  As a result, in
September of 2016, the Court sustained all 4 of the Debtor's
motions to reject executory contracts.  Pursuant to 11 U.S.C.
Section 365(n)(1)(B), all of the Customers have elected to retain
their rights in the Debtor's intellectual property under their
contracts with the Debtor as of the day prior to the filing of the
bankruptcy.

On Nov. 15, 2016, PGI, the parent company of the Debtor, filed a
Proof of Claim wherein it asserted an unsecured, non-priority claim
in the amount of $12,370,928 against the Debtor.  As of the date of
the Motion, no other claims have been filed against the Debtor.

The Debtor maintains its position that a combination of the
Debtor's software along with the employees of PGI which know how to
operate and maintain the software, would have a significant value.
However, the Debtor has received no offers to purchase only its
software and it is unaware of any other party which may be
interested in purchasing the Debtor's software other than PGI.  The
Debtor believes it is unlikely it will receive any benefit from
additional marketing efforts, which may be costly and result in
further delays.

For the foregoing reasons, the Debtor believes it is in the best
interest of the estate to sell its assets now for the highest and
most valuable offer.

On Nov. 15, 2016, PGI submitted an offer to the Debtor wherein it
proposed to purchase all of the Debtor's software, including
software upgrades and intellectual property relating thereto, and
the Debtor's equipment and furniture, for a total purchase price of
$12,420,928.  This purchase price consists of a release of PGI's
claim against the Debtor in the amount of $12,370,928 along with
$50,000 in cash.  PGI has agreed that the sale of these assets is
on an "as is" basis with all faults, and subject to any interests
which the Customers may have in the Debtor's software.

The Debtor submits that it is in the estate's best interest to sell
substantially all of the Debtors' assets to PGI or to the
Successful Bidder under the bidding procedures proposed.  The sale
will provide the best economic opportunity: (a) to realize the
value of the assets, (b) to pay all creditors the most which they
could receive on their claims.

The Debtor proposes to offer these assets for sale: (i) A360
software, including software updates, improvements and
documentation; (ii) E360 software, including all software updates,
improvements and documentation; (iii) Transaction Rejection and
Repair; (iv) Balance Reconciliation; and (v) all furniture and
equipment.

The principal terms of the Bidding Procedures which the Debtor will
apply regarding the sale of substantially all of the Debtor's
assets are:

   a. Bid Deadline: Dec. 19, 2017 at 4:00 p.m. (CST)

   b. Overbid Increment: In cash and greater than or equal to the
sum $6,000,000 plus $100,000.

   c. Deposit: $15,000

   d. Auction: The Auction will be conducted at the law offices of
the Debtors' Attorneys, McGill, Gotsdiner, Workman & Lepp, PC,
L.L.O., 11404 West Dodge Road, Suite 500, Omaha, Nebraska,
commencing at 10:00 a.m., on Dec. 21, 2017.

   e. Opening Bid: $6,000,000 plus the Overbid Increment.

   f. Successful Bid: $100,000

   g. Sale Hearing: Jan. 4, 2016

   h. Closing: Jan. 9, 2017.

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

         http://bankrupt.com/misc/Planet_Merchant_150_Sales.pdf

The Debtor submits the Agreement is an arm's-length transaction, in
which PGI has at all times acted in good faith and the fact that
its offer will be subject to the Bidding Procedures set forth
further reflects that its good faith.  The Debtor, therefore, asks
that the Court make a finding that PGI or the Successful Bidder has
purchased the Sale Assets and assumed the Assumed Contracts in good
faith within the meaning of Section 363(m) of the Bankruptcy Code.

The Debtor asks the Court to enter an Order which approves the
payment of the proceeds from the proposed sale into a separate,
interest bearing, debtor-in-possession bank account and further
provides that such funds will remain in such account until the
Court approves of the distribution of such funds after notice to
all creditors and parties-in-interest.

The Purchaser is represented by:

           James J. Niemeier, Esq.
           MCGRATH, NORTH, MULLIN & KRATZ, P.C., L.L.O.
           First National Tower, Suite 3700
           1601 Dodge Street
           Omaha, NE 68102
           Telephone: (402) 341-3070
           Facsimile: (402) 341-0216
           E-mail: jniemeier@mcgrathnorth.com

              About Planet Merchant Processing

About Planet Merchant Processing, Inc., filed a Chapter 11
bankruptcy
petition (Bankr. D. Neb. Case No. 16-81243) on Aug. 17, 2016.  The
Hon. Thomas L. Saladino presides over the case.  The petition was
signed by Dennis
O'Brien, president.

The Debtor estimated $1 million to $50 million in assets and
liabilities.  

McGill, Gotsdiner, Workman & Lepp, P.C., L.L.O., is the Debtor's
counsel.


PNW ARMS: Hearing on Plan Outline Set For Dec. 6
------------------------------------------------
The U.S. Bankruptcy Court for the District of Idaho will hold on
Dec. 6, 2016, at 9:30 a.m., Pacific Time, a hearing to consider the
adequacy of PNW Arms, LLC's disclosure statement referring to the
Debtor's plan of liquidation.

                  About PNW Arms, LLC

PNW Arms, LLC, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Idaho Case No. 16-20457) on June 21, 2016.  

The petition was signed by Mark Baciak, managing member.  The case
is assigned to Judge Terry L. Myers.  The Debtor is represented by
Bruce A. Anderson, Esq., at Elsaesser Jarzabek Anderson Elliott &
Macdonald, Chtd.
                 
At the time of the filing, the Debtor estimated its assets and debt
at $1 million to $10 million.


PORTER BANCORP: Board Okays 1-for-5 Reverse Stock Split
-------------------------------------------------------
Porter Bancorp, Inc., parent company of PBI Bank, announced that
its board of directors has approved a 1-for-5 reverse stock split
of the Company's issued and outstanding Common Shares and
Non-Voting Common Shares.

The Reverse Stock Split will take effect at 5:00 p.m. eastern time
on Friday, Dec. 16, 2016.  Porter Bancorp's Common Shares will
begin trading on the NASDAQ Capital Market on a split-adjusted
basis when the market opens on Monday, Dec. 19, 2016.  At the
Effective Time:

   * Each Common Share issued and outstanding immediately before
     the Effective Time will be automatically changed into one-
     fifth of a Common Share;

   * Each Non-Voting Common Share issued and outstanding
     immediately before the Effective Time will be automatically
     changed into one-fifth of a Non-Voting Common Share; and

   * Any fractional share resulting from those changes will be
     rounded up to one whole Post-Split Common Share, or Post-
     Split Non-Voting Common Share, as the case may be.  No
     shareholders will receive cash in lieu of fractional shares.

At the PBIB Annual meeting in May 2016, holders of the Company's
Common Shares authorized the Company's board of directors to
implement a reverse stock split during the twelve-months ending on
the date of the 2017 Annual Meeting and to select a reverse split
ratio within the range of 1-for-2 up to 1-for-10.

The Reverse Stock Split will affect all shareholders uniformly, and
will not affect any shareholder's percentage ownership interest in
the Company or proportionate voting power.  The Reverse Stock Split
is intended to increase the trading price per share of the
Company's Common Shares, with the objective to make the Common
Shares a more attractive and cost effective investment and enhance
liquidity for our shareholders.  Many brokerage houses and
institutional investors have internal policies and practices that
either prohibit them from investing in lower-priced stocks or tend
to discourage individual brokers from recommending lower-priced
stocks to their customers or clients.

The Company's Non-Voting Common Shares are being included in the
Reverse Stock Split to maintain a 1-for-1 ratio at which the
Non-Voting Common Shares convert into Common Shares upon transfer
by a holder.

The following table shows the number of the Company's Common Shares
and Non-Voting Common Shares issued and outstanding as of Nov. 25,
2016, and the approximate number of Common Shares and Non-Voting
Common Shares that would be issued and outstanding after the
Reverse Stock Split.

                                                  Issued and
                               Issued and         Outstanding     

                               Outstanding       After Reverse
                          (as of Nov. 25, 2016)   Stock Split
                          ---------------------  -------------
Common Shares                  23,156,969          4,631,400
Non-Voting Common Shares        7,958,000          1,591,600

The Company's stock transfer agent, American Stock Transfer and
Trust Company, LLC, will manage the exchange of stock certificates.
Shareholders of record will receive a letter of transmittal
providing instruction for the exchange of their old stock
certificates as soon as practicable following the effectiveness of
the reverse stock split.  Shareholders should not send in their old
stock certificates until they receive a letter of transmittal from
the transfer agent.  Shareholders who hold their shares in
brokerage accounts are not required to take any action to affect
the exchange of their shares.  Street name shareholders will be
contacted by their brokers with any instructions.

                      About Porter Bancorp

Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky.  Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
12 counties in Kentucky.

Porter Bancorp reported a net loss of $3.21 million on $36.57
million of interest income for the year ended Dec. 31, 2015,
compared to a net loss of $11.15 million on $39.51 million of
interest income for the year ended Dec. 31, 2014.

As of Sept. 30, 2016, Porter Bancorp had $915.3 million in total
assets, $871.7 million in total liabilities and $43.62 million in
total stockholders' equity.

The Company's auditor Crowe Horwath, LLP, in Louisville, Kentucky,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2015, citing that
"the Company has incurred substantial losses in 2015, 2014 and
2013, largely as a result of asset impairments resulting from the
re-evaluation of fair value and ongoing operating expenses related
to the high volume of other real estate owned and non-performing
loans.  In addition, the Company's bank subsidiary is not in
compliance with a regulatory enforcement order issued by its
primary federal regulator requiring, among other things, increased
minimum regulatory capital ratios as well as being involved in
various legal proceedings in which the Company disputes material
factual allegations against the Company.  Additional losses,
adverse outcomes from legal proceedings or the continued inability
to comply with the regulatory enforcement order may result in
additional adverse regulatory action.  These events raise
substantial doubt about the Company's ability to continue as a
going concern."


POWER EFFICIENCY: New Owners Need More Time to File 10-Q
--------------------------------------------------------
Power Efficiency Corporation filed with the Securities and Exchange
Commission a Form 12b-25 notifying the delay in the filing of its
quarterly report on Form 10-Q for the period ended Sept. 30, 2016.

In April, 2012, the Company ceased being a reporting company with
the SEC under the Securities and Exchange Act of 1934.  From April
2012 through July 2015, the Company was dormant except for the
limited liquidation of certain assets.

In July, 2015, new management purchased, in a private transaction
with a large stockholder, a controlling interest in the Company's
voting securities and since such time has embarked on creating a
new business plan and plan of operations for the Company.  The
Company's new businesses will focus on energy management,
Distributed Energy Resources and Battery Energy Storage Systems for
grid balancing services to the Independent System Operators; load
shifting for utilities; energy management, through storage for C&I
customers; and microgrids for energy security. Our primary
objective will be to build, own, and operate distributed energy
resources and BESS to develop a portfolio of income producing
projects. T he Company may develop and own these projects,
participate as a large or small stakeholder or partial owner in
these projects, or enter into joint ventures with various financial
or operating partners.

As part of its business plan, new management has determined that
the Company should return to being a fully reporting company under
the Securities and Exchange Act of 1934 and the SEC's rules
promulgated thereunder.  To that end, the Company filed a
registration statement on Form 10 with the SEC, which became
effective as of Tuesday, Oct. 11, 2016.

The Company intends to file an amendment to its Form 10 as soon as
possible in order to respond to SEC comments and to update the
financial statements, management discussion and analysis and other
information and business information contained in the filing. The
new filing will include financial statements for the quarterly
period ended June 30, 2016.  The Company has not generated any
operating revenue since 2012, and has not generated any income or
revenue during the current fiscal year 2016.

According to the regulatory filing, the Company's management has
been focused on developing its business plan and participating in
particular energy management and development related projects, and
its focus on the business operations of the Company, along with
operating with minimal staffing and management has resulted in
delays in amending its Form 10 and with preparing the Form 10-Q
which will otherwise be due on Nov. 25, 2016.

Due to these factors, the Company said additional time is needed
for the Company to compile and complete all necessary financial
information for the financial statements which will be included in
the Form 10-Q.  As a result, the Company's Quarterly Report on Form
10-Q was not filed before its due date.  The Company intends to
file the Form 10-Q for the fiscal quarter ended Sept. 30, 2016, as
soon as practicable.  The Company gives no assurance that it will
file the Form 10-Q for the fiscal quarter ended Sept. 30, 2016,
during the five-day extension period (Nov. 30, 2016).

                     About Power Efficiency

Las Vegas, Nevada-based Power Efficiency Corporation (OTC: PEFF) -
- http://www.powerefficiency.com/-- is a clean technology
company focused on efficiency technologies for electric motors.

The Company reported a net loss of $3.61 million in 2011, compared
with a net loss of $3.27 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.92 million
in total assets, $2.26 million in total liabilities and $661,090
in total stockholders' equity.

For 2011, BDO USA, LLP, in Las Vegas, Nevada, noted that the
Company has suffered recurring losses and has generated negative
cash flows from operations, among other matters, which raises
substantial doubt about its ability to continue as a going
concern.

                        Bankruptcy Warning

The Company said in its annual report for the year ended Dec. 31,
2011, that continuation of the Company as a going concern is
dependent upon achieving profitable operations or accessing
sufficient operating capital.  Management's plans to achieve
profitability include developing new products such as hybrid motor
starters and single-phase to three-phase converters, developing
business in the Asian market, obtaining new customers and
increasing sales to existing customers.  Management is seeking to
raise additional capital through equity issuance, debt financing
or other types of financing.  However, there are no assurances
that sufficient capital will be raised.  If the Company is unable
to obtain it on reasonable terms, the Company would be forced to
restructure, file for bankruptcy or significantly curtail
operations.


PREMIER EXHIBITIONS: Euclid Entities Seek Exclusivity Termination
-----------------------------------------------------------------
BankruptcyData.com reported that Euclid Investments and Euclid
Claims Recovery filed with the U.S. Bankruptcy Court a motion for
entry of order terminating Premier Exhibitions' exclusive period to
file a Chapter 11 plan and solicit acceptances thereof. The motion
explains, "It is axiomatic that the centerpiece of a chapter 11
case is the development, proposal and ultimate confirmation of a
plan of reorganization, and the requirement for good faith
negotiation among the debtor and its stakeholders is a paramount
condition in that undertaking. With these cases now almost six
months old, the debtors here have not only failed to engage
constructively or in good faith with the official committees, but
based on what can be gleaned from the public case record, they have
failed to engage in any manner whatsoever in plan negotiations with
the committees. In fact, these debtors show such an astounding
disregard for the fundamental chapter 11 process that they appear
hostile to the very existence of the crucial statutory committees.
This imperial attitude of debtor management is nowhere more clear
than in its unilateral approach to the plan process. From the very
inception of these cases, the debtors' sole publicly stated concept
of a 'plan' has been singular and unbending: a) prosecute and win
the  French litigation; b) assuming a litigation win, sell only
that small number of Titanic artifacts necessary to pay creditors;
and c) emerge from chapter 11 and go back to business as usual. The
debtors apparently would have all parties in interest sit on their
hands and do nothing to formulate any alternative plan while they
fumble along in pursuit of the French litigation."

                   About Premier Exhibitions

Premier Exhibitions, Inc. (Nasdaq: PRXI), located in Atlanta,
Georgia, is a foremost presenter of museum quality exhibitions
throughout the world.  Premier --http://www.PremierExhibitions.com
-- is a recognized leader in
developing and displaying unique exhibitions for education and
entertainment including Titanic: The Artifact Exhibition,
BODIES...The Exhibition, Tutankhamun: The Golden King and the Great
Pharaohs, Pompeii The Exhibition, Extreme Dinosaurs and Real
Pirates in partnership with National Geographic. The success of
Premier Exhibitions, Inc. lies in its ability to produce, manage,
and market exhibitions.

RMS Titanic and seven of its subsidiaries filed voluntary petitions
for reorganization under Chapter 11 of the Bankruptcy Code (Bankr.
M.D. Fla. Lead Case No. 16-02230) on June 14, 2016. Former Chief
Financial Officer and Chief Operating Officer Michael J. Little
signed the petitions.

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

The Chapter 11 cases are assigned to Judge Paul M. Glenn.

Guy Gebhardt, acting U.S. trustee for Region 21, on Aug. 24, 2016,
appointed three creditors to serve on the official committee of
unsecured creditors of RMS Titanic, Inc., and its affiliates. The
Committee hired Storch Amini & Munves PC and Thames Markey &
Heekin, P.A. as counsel.


QUIKRETE HOLDINGS: Moody's Affirms B1 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed Quikrete Holdings, Inc.'s B1
Corporate Family Rating and B1-PD Probability of Default Rating
following Quikrete's announcement that it is acquiring Hydro
Conduit Corporation d/b/a Rinker Materials Concrete Pipe Division
("Rinker"). In related rating actions, Moody's affirmed the B1
rating assigned to the company's senior secured term loan due 2023,
which is being increased to $2.4 billion from $2.3 billion, and
assigned a B3 rating to the proposed $200 million second lien
senior secured term loan due 2024. Proceeds from the second lien
term loan, $100 million term loan due 2023 add-on, $126 million
drawdown under the revolving credit facility and cash on hand will
be used to acquire Rinker, and to pay related fees and expenses.
The rating outlook is stable.

Following closing of the proposed transaction, Quikrete's debt
capital structure will consist of a $325 million asset-based senior
secured asset-based revolving credit facility expiring 2021
(unrated), of which approximately $126 million will be outstanding
at closing, a $2.4 billion senior secured term loan due 2023, and a
$200 million second lien senior secured term loan due 2024.

Quikrete is acquiring Rinker for $500 million, excluding fees and
expenses, from CEMEX S.A.B. de C.V. Rinker manufactures reinforced
concrete pipe and other related products in the U.S. Rinker's
products are sold for infrastructure (50% of Rinker's revenues),
residential (28%) and non-residential (22%) end markets. Quikrete
indicates the acquisition of Rinker adds reinforced concrete pipe
and other related products to Contech Holdings, Inc.'s existing
offerings of corrugated metal and PVC pipes, and other related
products. Quikrete acquired Contech on November 15. Rinker also
expands into new markets, and further reduces reliance on home
centers and local repair and remodeling activity.

The following ratings/assessments were affected by this action:

Issuer: Quikrete Holdings, Inc.

Affirmations:

   -- Corporate Family Rating, affirmed at B1;

   -- Probability of Default Rating, affirmed at B1-PD;

   -- Senior secured first lien term loan, affirmed at B1 (LGD4)

Assignments:

   -- Senior secured second lien term loan, assigned B3 (LGD6)

Outlook Actions:

   -- Outlook, Remains Stable

RATINGS RATIONALE

Quikrete's B1 Corporate Family Rating remains appropriate at this
time despite increased levels of debt. "We expect solid operating
margins to remain a credit strength. Additionally, sustained
strength in US construction markets -- remodeling, housing and
infrastructure - support revenue and earnings growth. Quikrete's
good liquidity profile characterized by free cash flow generation
throughout the year, and some revolver availability, gives it
financial flexibility to contend with its basic cash obligations
despite higher leverage and debt service payments. Free cash flow
is expected to be used for debt reduction." Moody's said.

Balance sheet debt at closing of the Rinker acquisition is
increasing to $2.7 billion, 18.5% higher from levels in
mid-November when Quikrete acquired Contech. Leverage is worsening
and is currently weak relative to current ratings. Moody's
estimates debt leverage worsening to around 5.5x on a pro forma
basis, but trending towards 4.75x over the next 12 to 18 months and
becoming more supportive of the ratings. Pro forma analysis
includes revenues and earnings from Rinker, as well as some cost
savings from synergies. Our standard adjustments add about $120
million of additional debt for operating lease commitments.
Absolute levels of debt have steadily increased due to multiple
debt-financed acquisitions, reaching historical levels, resulting
in total adjusted balance sheet debt of nearly $2.8 billion on a
pro forma basis. "We anticipate better debt leverage metrics over
the next 12 to 18 months due to higher earnings and lower debt
balances reduced from free cash flow. Interest coverage, defined as
EBITA-to-interest expense, remains reasonable relative to ratings
despite deteriorating to about 3.1x pro forma from 3.5x calculated
for the additional debt used for the Contech acquisition. Quikrete
is benefitting from low-interest debt, despite significantly higher
debt balances." Moody's said.

Domestic construction is highly cyclical, and could turn downward
very quickly, posing a significant credit risk to Quikrete.
Multiple acquisitions at nearly the same time, and expansion into
new markets creates integration challenges, delaying potential cost
benefits from synergies and reducing the amount of free cash flow
used for debt reduction.

The B3 assigned to the proposed second lien term loan due 2024 two
notches below the Corporate Family Rating, results from its
position as the most junior debt in the Quikrete's capital
structure and effective subordination to almost $2.725 billion of
more senior debt.

Positive rating actions could take place if Quikrete integrates its
acquisitions, benefits from strength in its key end markets, and
practices conservative capital deployment, resulting in the
following credit metrics and characteristics:

   -- Debt-to-EBITDA remaining below 4.0x

   -- Improved liquidity profile

   -- Permanent debt reduction

Moody's does not anticipate any further rating pressures at this
time. However, negative rating actions could occur over the longer
term should Quikrete's performance falls below Moody's
expectations, resulting in the following credit metrics and
characteristics:

   -- Debt-to-EBITDA remaining above 5.0x

   -- EBITA-to-interest expense sustained below 2.5x

   -- Deterioration in the company's liquidity profile

   -- Large debt-financed acquisitions

   -- Significant shareholder-friendly activities

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

Quikrete Holdings, Inc., headquartered in Atlanta, GA, is a North
American manufacturer and distributor of packaged concrete and
cement mixes, segmental concrete, and ceramic tile installation
products. Sales for these products are derived from the domestic
home repair and remodeling end market through predominately
national retail chains. It is also a leading designer, manufacturer
and distributor of engineered water infrastructure solutions for
the domestic construction end markets. The Winchester family owns
100% of Quikrete.


R&B VENTURES: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of R&B Ventures, LLC, as of Nov.
29, according to a court docket.

R&B Ventures, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Wash. Case No. 16-03414) on Nov. 1,
2016.  The petition was signed by Richard Oxford, member.  

At the time of the filing, the Debtor estimated assets of less than
$1 million and liabilities of less than $100,000.

Dan O'Rourke, Esq., at Southwell & O'Rourke, P.S., serves as the
Debtor's bankruptcy counsel.


RABBE FARMS: Plan Solicitation Period Extended Until Jan. 6
-----------------------------------------------------------
Bankruptcy Judge Kathleen H. Sanberg of the District of Minnesota
extended the exclusive period during which Rabbe Farms LLP and its
affiliated debtors may obtain acceptances of a plan of
reorganization until January 6, 2017.

As reported by the Troubled Company Reporter, the Debtors asked the
Court to extend their exclusive period within which they may obtain
confirmation of a plan, contending that Rabbe Farms and Rabbe Ag
entered into a global settlement with Farmers State Bank of Trimont
including a settlement of plan treatment in the Rabbe Farms and
Rabbe Ag cases, and that the Court approved the settlement.  Upon
entry of the Order, Rabbe Farms and Rabbe Ag will promptly submit
their revised plans and disclosure statements.
  
The Debtors further contended that Farmers State Bank and North
Country Seed, LLC had also reached an agreement regarding plan
treatment that involved a sale and relief from stay.  Consequently,
a motion to approve the sale was scheduled for Nov. 2, 2016, and
accompanying that motion was a motion for relief from stay which
was heard on Nov. 3.  Upon approval of the motions, North Country
will submit a revised plan and disclosure statement.

The Debtors told the Court that these agreements with Farmers State
Bank require the Bank to support the plans of the Debtors and with
such support the Debtors can now move forward to confirmation.

                         About Rabbe Farms LLP

Headquartered in Ormsby, Minnesota, Rabbe Farms LLP, dba Rabbe
Grain Co., dba Rabbe Grain Elevator, filed for Chapter 11
bankruptcy protection (Bankr. D. Minn. Case No. 15-33479) and
affiliates Rabbe Ag Enterprises General Partnership (Bankr. D.
Minn. Case No. 15-33481) and North Country Seed, LLC (Bankr. D.
Minn. Case No. 15-33482) filed separate Chapter 11 bankruptcy
protection on Sept. 29, 2015.  The petitions were signed by Joel
Rabbe, general partner.

Judge Kathleen H Sanberg presides over the cases.  The Debtors are
represented by Ralph Mitchell, Esq., at Lapp Libra Thomson Stoebner
& Pusch.

Rabbe Farms estimated its assets at between $1 million and $10
million and liabilities at $10 million to $50 million.

Rabbe Ag Enterprises estimated its assets at $0 to $50,000 and
liabilities at $500,000 to $1 million.

North Country Seed estimated its assets at $0 to $50,000 and
liabilities at $1 million to $10 million.


RAIN CII: Moody's Affirms B3 CFR & Alters Outlook to Positive
-------------------------------------------------------------
Moody's Investors Service changed the outlook on Rain CII Carbon
LLC to positive from negative. At the same time, Moody's affirmed
all ratings, including the Corporate Family Rating (CFR) of B3, the
B3 rating on the second lien senior secured notes.

Affirmations:

   Issuer: Rain CII Carbon LLC

   -- Probability of Default Rating, Affirmed B3-PD

   -- Corporate Family Rating, Affirmed B3

   -- Backed Senior Secured Regular Bond/Debenture, Affirmed B3
      (LGD3)

Outlook Actions:

   Issuer: Rain CII Carbon LLC

   -- Outlook, Changed To Positive From Negative

Affirmations:

   Issuer: Rain Escrow Corporation (Assumed by Rain CII Carbon
   LLC)

   -- Backed Senior Secured Regular Bond/Debenture, Affirmed B3
      (LGD3)

RATINGS RATIONALE

The change in outlook reflects the company's improved performance
in the past two quarters on the back of the ramp-up of Severtar
coal tar distillation plant developed by a joint venture with
Russian steel company Severstal OAO, improving cost savings trend,
and the development of the company's blending and marketing
strategy catering to growing demand from smelters in India. As the
improved trend in performance continues, we expect the company's
leverage to decline.

The B3 CFR continues to reflect the company's high leverage. A
significant proportion of revenue is derived from sales of CPC and
CTP to the aluminum industry, which continues to face headwinds and
will continue to pressure performance, even though the company has
been able to maintain the spread between the CPC selling prices and
input costs by relaxing quality specifications.

"We believe that Rain will maintain adequate liquidity over the
next four quarters, supported by roughly neutral free cash flows
and its cash position." Moody's said. Liquidity is further enhanced
by a $100 million asset-based revolver (ABL) that expires in 2020
and a EUR 40 million asset-based commercial paper (ABCP) program.
"We expect RCC to maintain sufficient availability under the ABL
and ABCP over the next four quarters." Moody's said.

The B3 rating on the senior secured notes, in line with the CFR,
reflects the fact that these instruments comprise a substantial
proportion of the capital structure.

The rating or outlook could be favorably impacted should the
company show sustained improvement in operating performance.
Specifically, the ability to sustain leverage (as measured by
debt/EBITDA) of around 5.0 times could lead to a positive rating
action.

The ratings could experience downward pressure if the fundamentals
of its business were to further dramatically deteriorate or key
suppliers or off-takers were to move their business or curtail
operations. In addition, the rating could be negatively impacted if
leverage, as measured by the debt/EBITDA ratio, continues to be
sustained around current levels or if liquidity deteriorates.

The principal methodology used in these ratings was "Global Steel
Industry" published in October 2012.

Rain CII Carbon LLC (RCC) is a wholly owned subsidiary of Rain
Carbon Inc which is an indirect wholly owned subsidiary of Rain
Industries Limited (RIL), an Indian domiciled company. RCC and its
sister subsidiary Rain CII Carbon (Vizag) Limited (RCCVL), an
Indian domiciled calcining company, are among the top calciners
globally. RCC sells calcined petroleum coke (CPC) for two principal
end uses: the production of aluminum and the production of titanium
dioxide, although the aluminum industry remains the company's most
significant end market. RCC also sells steam and electricity from
waste heat generated during the calcining process. Through its
Ruetgers N.V. (Ruetgers) subsidiary, the company also engages in
coal tar distilling and the production of coal tar pitch (CTP),
along with co-products such as naphthalene oil, aromatic oils and
other carbon chemicals (with even less dependency to aluminum). For
the twelve months ending September 30, 2016, RCC generated
approximately $1.1 billion of revenues.


RE/MAX LLC: Moody's Assigns Ba3 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service assigned first time ratings to RE/MAX,
LLC (an indirect subsidiary of publicly-traded RE/MAX Holdings,
Inc., "Re/Max"). The Corporate Family rating ("CFR") was assigned
at Ba3, the Probability of Default rating at Ba3-PD, the proposed
$235 million senior secured 1st lien term loan due 2023 at Ba3, and
the proposed $10 million senior secured 1st lien revolving credit
facility due 2021 at Ba3. The rating outlook is stable.

The proceeds of the term loan and approximately $53 million of
balance sheet cash will be used to refinance Re/Max's existing
credit facility, fund the acquisitions of the regional master
franchise rights for the states of New Jersey, Kentucky, Tennessee
and Georgia and the southern Ohio region, covering about 7,000
agents, for $95 million and pay transaction-related fees and
expenses.

Issuer: RE/MAX, LLC

Assignments:

   -- Corporate Family Rating, at Ba3

   -- Probability of Default Rating, at Ba3-PD

   -- Senior Secured 1st lien term loan due 2023, at Ba3 (LGD3)

   -- Senior Secured 1st lien revolving credit facility due 2021,
      at Ba3 (LGD3)

Outlook:

   -- Outlook is Stable

RATINGS RATIONALE

The Ba3 CFR reflects Moody's expectations for moderate debt to
EBITDA around 3 times, solid 10% free cash flow to debt and stable
revenues. Re/Max has a strong market position and brand recognition
as the world's largest real estate broker by agent count. The
global base of over 100,000 agents and the stable per agent fee
rate are key determinants of the company's revenues and make
revenues highly predictable. Moody's anticipates low single digit
revenue growth driven by continued agent count growth of around 5%
per year and ongoing improvements in the US existing home sale
market. Solid EBITA margins already above 50% could be expanded
with realization of cost synergies from the announced acquisitions.
Moody's considers Re/Max's liquidity profile good, with support
from at least $50 million of cash expected at all times, at least
$25 million of free cash flow and the unused $10 million revolver.

All financial metrics cited reflect Moody's standard adjustments.

Moody's expects that the announced master franchise rights
acquisitions will boost reported revenues by about $15 million and
EBITDA by around $11 million in 2017. Moody's anticipates RE/MAX
may continue to supplement organic growth through opportunistic
acquisition of independent regional franchisers, which could be
financed through additional borrowings. The potential for
additional debt financed acquisitions weighs on the Ba3 CFR.

Re/Max's founder and CEO Dave Liginer owns an approximately 42%
equity stake in the company, but controls about 59% of the voting
rights until October 2018. The risk of more aggressive financial
policies, including a higher tolerance for financial leverage,
after October 2018 also weighs on the ratings.

The stable ratings outlook reflects Moody's expectations for
approximately 5% growth in agent count to drive low single digit
revenue growth.

Given the risk of more aggressive financial policies after the
expected 2018 change in control, a ratings upgrade is not likely in
the near term. However, the ratings could be upgraded if Moody's
anticipates Re/Max will: 1) maintain conservative financial
policies; 2) expand the size and scope of revenues through product
and regional expansion; and 3) maintain debt to EBITDA below 3
times.

The ratings could be downgraded if: 1) revenue or profitability
declines due to pricing pressure or agent count declines; 2) Re/Max
shifts towards more aggressive financial policies; 3) Moody's
expects debt to EBITDA to be sustained over 4 times; or 4) Moody's
anticipates free cash flow to debt to remain around 8%.

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

Re/Max sells regional franchise rights and collects continuing real
estate brokerage franchise fees, annual dues, broker fees, new
franchise sales and franchise renewals. Moody's expects revenues of
approximately $190 million in 2017.


REGATTA CONSTRUCTION: Has Until Dec. 15 to File Chapter 11 Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
extended Regatta Construction, Inc. and Regatta Property
Management, LLC's exclusive period to file a Chapter 11 Plan of
Reorganization from November 15, 2016 to December 15, 2016.

The Debtors previously sought the extension of their exclusive
period to file a chapter 11 plan, contending that they had recently
reached an agreement with their largest secured creditor, North
Shore Bank, concerning treatment of the secured claims held by the
Bank against the Debtor.  The Debtors further contended that based
on the agreement, the Debtors were currently working on a
consensual joint Chapter 11 plan of reorganization which the
Debtors' anticipate filing within the next few weeks.  

The Debtors sought for additional time to adequately prepare the
joint plan of reorganization and accompanying disclosure statement,
including obtaining all necessary financial projections and
valuations to support confirmation of the plan or reorganization,
as well as the adequacy of the financial information to be included
in the disclosure statement.

            About Regatta Construction, Inc.

Regatta Construction, Inc., et al. filed for Chapter 11 protection
(Bankr. D. Mass. Case No. 16-11885) on May 18, 2016.  The petition
was signed by Christian Tosi, president.  Judge Frank J. Bailey
presides over the case.  The Debtor is represented by George J.
Nader, Esq., at Riley & Dever, P.C.  The Debtor estimated assets of
$1 million to $10 million and estimated liabilities of $0 to
$50,000.



RENEWABLE ASSET MANAGEMENT: Case Summary & 20 Top Unsec. Creditors
------------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                            Case No.
     ------                                           ---------
     Renewable Asset Management Company, LLC          16-37669
     119 S. Ellsworth Ave.
     Naperville, IL 60540

     FMSI of Delaware, Inc.                           16-37671
     119 S. Ellsworth Ave.
     Naperville, IL 60540

     FMSI Consumer Credit Corporation                 16-37672
     119 S. Ellsworth Ave.
     Naperville, IL 60540

     FMSI-Financial Resources, LLC                    16-37673
     119 S. Ellsworth Ave.
     Naperville, IL 60540

     Three Marketiers, LLC                            16-37674
     119 S. Ellsworth Ave.
     Naperville, IL 60540

Chapter 11 Petition Date: November 29, 2016

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Pamela S. Hollis (16-37669)
       Hon. Donald R Cassling (16-37671)
       Hon. Jacqueline P. Cox (16-37672)
       Hon. Jack B. Schmetterer (16-37673)
       Hon. Carol A. Doyle (16-37674)

Debtors' Counsel: Bryan E. Minier, Esq.
                  LATHROP & GAGE LLP
                  155 North Wacker Drive, Suite 3000
                  Chicago, IL 60606
                  Tel: 312.920.3328
                  Fax: 312.920.3301
                  Email: bminier@lathropgage.com

                                          Estimated    Estimated
                                            Assets    Liabilities
                                         ----------   -----------
Renewable Asset Management Company        $1M-$10M    $10M-$50M
FMSI of Delaware, Inc.                   $10M-$50M    $10M-$50M
FMSI Consumer Credit Corporation         $0-$50,000   $0-$50,000
FMSI-Financial Resources, LLC            $0-$50,000   $0-$50,000
Three Marketiers, LLC                    $50K-$100K   $50K-$100K

The petitions were signed by Timothy Turek, not individually,
but as receiver for Debtors.

A. Renewable Asset Management's List of 20 Largest Unsecured
Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
AAA Tree Service                                          $21,548

Centrair Energy                                           $31,589

Clean Energy                                              $93,508
Solutions of CA

Firstar Development                                       $41,420

Green Solar Technologies                                  $46,200

Huhn Electric                                             $24,004

Next Solar                                                $41,336

NV Construction                                           $20,825

Sky High Energy                                           $35,986

SolarPonics                                               $61,829

STI Solar                                                $220,308

Sun Horizon Solar                                         $34,000

Sunfinity Solar Electric                                 $137,084

Taft Stettinius Hollister                                 $12,618

TBD Party - Subordinated                               $3,108,211
Unsecure Note

TBD Party -                                               $50,000
Subordinated
Unsecure Note

TBD Party -                                              $200,000
Subordinated
Unsecured Note

TBD Party -                                              $166,440
Subordinated
Unsecured Note

The United Solar                                          $32,256

Volta Solar, Inc.                                         $56,475

B. List of FMSI of Delaware's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Auburn Supply Company                                     $7,658

Automatic Irrigation                                     $61,135

Contractor Supply Company                                $18,460

Crawford Supply Company                                   $6,908

Davis Pipe & Supply                                      $32,203

Dunn-Rate Services                                        $9,424

Experian                                                 $41,091

FMSI - Propower Green                                   $154,619

FMSI Revolving Credit                                   $246,060

Gateway Supply                                            $5,878

J. Lorber Company                                         $8,193

Lute Supply                                              $41,572

M Cooper Supply                                          $20,145

Munch's Supply Company                                   $13,991

Newmark Corporation                                       $9,913

NIA Hiffman                                               $6,053

Subordinated                                          $1,917,221
Investment Notes
Payable
Unknown

Taft Stettinius Hollister                                $56,975

The PrivateBank and Trust Company                        Unknown

Wm F. Meyer Co.                                          $68,720

C. FMSI Consumer Credit's Largest Unsecured Creditor:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
   The Private Bank                                      Unknown
   and Trust Company

D. FMSI-Financial Resources's Unsecured Creditor:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
The Private Bank                                         Unknown
and Trust Company

E. Three Marketiers's List of 12 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Avaline                                                      $75

Bullet Line                                                 $336

DAC Group/Broom                                           $1,360

Daniel Leister                                            $1,500

Federal Express Corp.                                        $72

H.M. Schmidt Co.                                          $2,953

Kurtz Bros                                                $3,532

Leeds                                                         $5

Michael Blake                                                $58

Norwood                                                  $19,959

The Private Bank and Trust                               Unknown
Company

Tracy Cox                                                 $2,269


REPUBLIC AIRWAYS: Court Approves Merger with Shuttle America
------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
Republic Airways Holdings' motion, pursuant to Sections 105(a) and
363(b) of the Bankruptcy Code and Bankruptcy Rule 6004, for
approval of (i) the merger of Shuttle America into Republic Airline
and (ii) surrender of the Shuttle America air carrier certificate.
As previously reported, "The need to consolidate the Debtors'
operations arises in large part from the national shortage of
qualified pilots and acute national shortage of qualified regional
airline pilots. Approval of the Motion will provide certainty to
the Debtors and unlock important benefits that will begin accruing
immediately upon completion of the Merger. Consolidation of the
Debtors' flying operations through the Merger under a single
Republic Airline ACC will result in significant economic benefits
and operational efficiencies for the Debtors that will begin to
accrue immediately upon the Merger, and is essential to the
Debtors' ability to optimize their crew resources, which is crucial
to their success following their emergence from chapter. [T]he
Motion is not asking the Court to ignore corporate separateness or
formalities; rather the Debtors are seeking the Court's approval of
a merger under state law based on sound business reasons that will
benefit both the Debtors, their respective estates, and all their
respective creditors. Under the Court's order approving the United
settlement, Delta's and United's claims against Shuttle America and
Republic Airline, aggregating $365.1 million, will be allocated
between Shuttle America and Republic Airline such that the
percentage recoveries to general unsecured creditors from the
Shuttle America and Republic Airline estates will be equal or as
nearly equal as possible….Thus, neither creditors of Republic
Airline nor Shuttle America will be prejudiced by the Merger of the
two entities as it will not affect their ultimate recoveries."

                      About Republic Airways

Based in Indianapolis, Indiana, Republic Airways Holdings Inc.,
(OTCMKTS:RJETQ) owns Republic Airline and Shuttle America
Corporation. Republic Airline and Shuttle America --
http://www.rjet.com/-- offer approximately 1,000 flights daily to

105 cities in 38 states, Canada, the Caribbean and the Bahamas
through Republic's fixed-fee codeshare agreements under our major
airline partner brands of American Eagle, Delta Connection and
United Express.  The airlines currently employ about 6,000
Aviation professionals.

Republic Airways Holdings Inc. and six affiliated debtors each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
16-10429) on Feb. 25, 2016.  The petitions were signed by Joseph P.
Allman as senior vice president and chief financial officer.  Judge
Sean H. Lane has been assigned the cases.

As of Jan. 31, 2016, on a consolidated basis, Republic had assets
and liabilities of $3,561,000,000 and $2,971,000,000 (unaudited),
respectively.

Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are
serving as Republic's legal advisors in the restructuring.  Seabury
Group LLC is serving as financial advisor.  Deloitte & Touche LLP
is the independent auditor.  Prime Clerk is the claims and noticing
agent.

The U.S. Trustee for Region 2 appointed seven creditors of Republic
Airways Holdings Inc. to serve on the official committee of
unsecured creditors.  The Committee retained Morrison & Foerster
LLP as attorneys and Imperial Capital, LLC, as investment banker
and co-financial advisor.



RESIDENTIAL CAPITAL: Ally to Pay $52-Mil. to Resolve DOJ Probe
--------------------------------------------------------------
Josh Beckerman, writing for The Wall Street Journal, reported that
Ally Financial Inc. said it will pay $52 million under a settlement
related to Residential Capital LLC mortgage-backed securities.

According to the report, Ally said the settlement with the U.S.
Justice Department resolves all outstanding DOJ investigations and
potential claims concerning the securities.

The lender said in a Nov. 2, 2016 securities filing that it was in
advanced settlement talks and had reserved $52 million, the report
related.

Ally said it agreed to withdraw the broker-dealer registration of
Ally Securities LLC, which isn't a "strategically significant part
of the company," the report further related.  The move won't affect
Ally's ongoing operations, the report noted.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.  Neither Ally
Financial nor Ally Bank is included in the bankruptcy filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.7 billion in assets and $15.3 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the
conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its
mortgage servicing and origination platform assets to Ocwen Loan
Servicing, LLC and Walter Investment Management Corporation for $3
billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.

                      *     *     *

The ResCap Liquidating Trust was established in December 2013
under
the Second Amended Joint Chapter 11 Plan of Residential Capital,
LLC, et al. to liquidate and distribute assets of the debtors in
the ResCap bankruptcy case.  The Trust maintains a website at
www.rescapliquidatingtrust.com, which Unitholders are urged to
consult, where Unitholders may obtain information concerning the
Trust, including current developments.


RITCHIE BROS.: S&P Assigns 'BB' CCR & Rates US$500MM Notes 'BB-'
----------------------------------------------------------------
S&P Global Ratings said it assigned its 'BB' long-term corporate
credit rating to Vancouver-based Ritchie Bros. Auctioneers Inc. The
outlook is stable.

At the same time, S&P Global Ratings assigned its 'BBB-'
issue-level rating and '1' recovery rating to the company's
existing US$675 million revolving credit facility and US$325
million term loan.  S&P Global Ratings also assigned its 'BB-'
issue-level rating and '5' recovery rating (10%-30%, lower end of
range) to the company's proposed US$500 million unsecured notes.
Because the recovery on the notes is at the lower end of the range,
if the unsecured notes are upsized above US$500 million, S&P could
revise the recovery rating  to '6' (0%-10%).

"We base our ratings on the expectation that the company will close
the acquisition in the first half of 2017; Ritchie will use
proceeds from the proposed issuance and term loan to fund the
IronPlanet acquisition," said S&P Global Ratings credit analyst
Aniki Saha-Yannopoulos.  "Concurrent with the acquisition, the
unsecured credit facilities will become secured by the assets of
the combined Ritchie and IronPlanet entity," Ms. Saha-Yannopoulos
added.

The recovery analysis is based on S&P's expectation that the
company's revolving facility and term loan will remain secured at
the time of default.  Based on the credit agreement, the facilities
may release the security if the corporate credit rating is
investment-grade or the consolidated leverage ratio is less than 3x
for two consecutive quarters.  S&P would need to reassess recovery
in this scenario, which would likely have positive recovery
implications for the proposed notes.

Ritchie is the world's largest industrial auctioneer focusing on
the sale of heavy equipment.  Its core business provides unreserved
auction services to customers worldwide.  The company plans to
acquire IronPlanet for US$784.3 million and expects to close the
acquisition in first-half 2017, subject to regulatory approvals.
IronPlanet provides its auction services though online-only
platforms, and complements Ritchie's end-user customer base.

The fair business risk profile assessment on Ritchie reflects S&P's
view of the company's operations in the highly fragmented and
competitive used equipment reselling business, limited geographic
diversity, and low barriers to entry.  Also incorporated into S&P's
assessment is Ritchie's brand and reputation; its position as the
largest industrial auctioneer; exposure to multiple sectors that
should limit cash flow volatility; and the company's stable
profitability, as evidenced by its EBITDA margins.  Ritchie is the
largest industrial auctioneer of capital equipment while IronPlanet
provides the same service through an online-only platform.  With
the acquisition, S&P expects Ritchie to generate revenues through
multiple sales channels (from live auctions to private listings)
while expanding its customer base to corporate accounts, original
equipment dealers, and government entities.  Ritchie generates its
revenues through the commission and fees on lots sold through its
auction services.

The stable outlook on Ritchie reflects S&P's view that the company
will continue to generate revenues as it increase its gross auction
proceeds and integrate the IronPlanet acquisition, and also
maintain stable profitability, namely, EBITDA margin above 40%.
The company's credit measures should improve somewhat with adjusted
debt-to-EBITDA expected at about 2.5x over the following 12 months,
post-closing IronPlanet, before Ritchie considers reinstating its
share repurchase program.

Although S&P do not expect to raise its ratings in the next 12
months, S&P could consider a positive action if Ritchie is able to
achieve and sustain adjusted debt-to-EBITDA below 2x and
discretionary cash flow-to-debt above 30%.  In this scenario, S&P
would anticipate higher-than-expected revenues and EBITDA margins
(at least 30% and 4% higher, respectively) following the
integration of IronPlanet.

Although S&P views a downgrade as unlikely at this time, it could
lower the rating if Ritchie pursues an aggressive financial policy,
using more debt than S&P forecasts to fund shareholder-friendly
initiatives or large acquisitions, such that it achieves and
sustains adjusted debt-to-EBITDA increases above 3.5x.  S&P could
also lower the rating if adverse changes in operating conditions,
such as a global economic recession or unexpected integration
costs, lead to weakness in operating or measures.



SAMSON RESOURCES: Hearing on Rival Plan Outlines Moved to Dec. 8
----------------------------------------------------------------
At the Bankruptcy Court's direction, the hearing to consider
approval of:

     -- Samson Resources Corporation and its debtor-affiliates'
        Amended Disclosure Statement, proposed solicitation
        procedures and related voting materials, and

     -- the Disclosure Statement explaining the Official
        Committee of Unsecured Creditors' Joint Chapter 11
        Plan for the Samson Resources debtors, and related
        solicitation materials,

has been continued until Dec. 8, 2016, at 11 a.m.

The Disclosure Statement hearing was initially set for Nov. 30.

At the hearing, the Court will also consider:

     -- Response of Yvonne Bryson Levy to the Debtors'
        Disclosure Statement;

     -- a Limited Objection and Reservation of Rights of
        EnerVest Operating LLC to the Debtors' Disclosure
        Statement;

     -- the United States Trustee's Objection to the Debtors'
        Disclosure Statement;

     -- the U.S. Trustee's limited objection to the
        Committee's Disclosure Statement.

The Court will also consider at next Thursday's hearing the
Debtors' proposal to tap a mediator, and the Committee's response
to the request.

As reported by the Troubled Company Reporter, the Committee filed
with the Court its own Chapter 11 plan of liquidation for the
Debtors.  The Committee's Plan contemplates selling all of the
Debtors' assets, prosecuting valuable causes of action of the
Debtors, and distributing the resulting proceeds to holders of
allowed claims.  It is premised on the concept that, by any
reasonable metric, the Debtors' remaining assets are worth
substantially more if they are sold in an orderly, responsible
manner than if they continue to be owned and operated by the
Debtors, as proposed in the Plan the Debtors filed with the Court.

The Committee's Plan preserves all Causes of Action of the Debtors'
estates, other than against parties being released under the
Committee's Plan, while the Debtors' Plan releases all Causes of
Action against the First Lien Secured Parties, the Second Lien
Secured Parties, and the Sponsors for no tangible value to the
Debtors' estates.

The Committee believes that the Debtors' estates have valuable
Causes of Action against the Selling Shareholders arising out of
the approximately $7 billion they received from the Debtors in
connection with the failed 2011 leveraged buyout, which will
constitute a major driver of value for holders of Allowed Claims
after the Effective Date.  

In addition to preserving Causes of Action against the Selling
Shareholders, the Committee's Plan preserves, or otherwise settles
for meaningful value, as applicable, Causes of Action against the
First Lien Secured Parties, the Second Lien Secured Parties, the
Debtors' current and former equity holders (including the Sponsors
of the 2011 Acquisition), and the Debtors' current and former
directors and officers.

A full-text copy of the Committee's Disclosure Statement is
available at:

           http://bankrupt.com/misc/del15-11934-1644.pdf

The Debtors, on May 16, 2016, filed a new debt-for-equity Chapter
11 Plan.  The Plan contemplates  an exchange of First Lien Claims
for new first lien debt (including commitments under a new
reserve-based revolving credit facility), Cash (including proceeds
from Asset Sales, if any), and new common equity.

As reported by the TCR on Sept. 26, 2016, Samson Resources filed
with the Court a disclosure statement for the second amended joint
Chapter 11 plan of reorganization, which, the Debtors said, has the
support of certain second lien lenders holding approximately 39
percent of second lien secured claims.

According to the Debtors' Plan, on the Effective Date, or as soon
thereafter as reasonably practicable, each holder of an allowed
Class 5 General Unsecured Claims will receive its pro rata
distribution of the beneficial interests in the settlement trust
and the settlement trust recovery proceeds on account of interests
in accordance with the Settlement Trust Waterfall.  The Debtors
estimate that General Unsecured Claims total approximately $3.5
billion.

Under the Plan:

     -- the Debtors' first lien lenders will receive a full
        recovery, distributed in cash (including proceeds from
        asset sales) and new secured debt;

     -- the Debtors' second lien lenders will receive
        substantially all of the equity in the Reorganized
        Debtors; and

     -- a liquidating trust will be established to monetize
        certain unencumbered assets to satisfy or reimburse
        obligations under the Plan and provide for an ultimate
        distribution to unsecured creditors to the extent of
        available proceeds.

The Amended Disclosure Statement is available at:

           http://bankrupt.com/misc/deb15-11934-1317.pdf

                About Samson Resources Corporation

Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 15-11934) on Sept. 16,
2015.  Philip W. Cook, the executive vice president and CFO,
signed
the petition.  The Debtors estimated assets and liabilities of
more
than $1 billion.

Samson is an onshore oil and gas exploration and production
company
with interests in various oil and gas leases primarily located in
Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming.
The Operating Companies operate, or have royalty or working
interests in, approximately 8,700 oil and gas production sites.

Samson was acquired by KKR and Crestview from Charles Schusterman
in December 2011 for approximately $7.2 billion.  The investor
group provided approximately $4.1 billion in equity investments as
part of the purchase price.

Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.

Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors'
Investment
banker.  Garden City Group, LLC, serves as claims and noticing
agent to the Debtors.

Andrew Vara, acting U.S. trustee for Region 3, appointed three
creditors of Samson Resources Corp. and its affiliated debtors to
serve on the official committee of unsecured creditors.  The
Committee has tapped White & Case LLP as counsel and Farnan LLP as
local counsel.

                            *     *     *

In September 2016, Judge Sontchi denied Samson Resources' Motion
for extension of their exclusive periods to file and solicit
acceptances of their chapter 11 plan.  Samson sought an extension
of its exclusivity period by another six months through March
2017.


SAMSON RESOURCES: JPMorgan Blasts Committee Disclosure Statement
----------------------------------------------------------------
JPMorgan Chase Bank, N.A., as administrative and collateral agent
-- First Lien Agent -- under the Credit Agreement, dated as of Dec.
21, 2011, by and among Samson Investment Company, the First Lien
Agent and the lenders party thereto, objects to the approval of the
disclosure statement explaining the Official Committee of Unsecured
Creditors' Joint Chapter 11 Plan for Samson Resources Corporation
and its debtor affiliates.

JPMorgan contends that the Committee Disclosure Statement:

     (a) lacks adequate information regarding the potential
         outcomes from votes on the coercive settlements
         proposed in the Committee Plan;

     (b) provides no meaningful information on the Committee's
         methodology -- to the extent there is one -- in
         estimating the litigation recoveries that are the
         backbone of its proposed settlements as well as the
         supposed source for creditor recoveries; and

     (c) omits key information on the Disputed Claims Reserve it
         would establish as the sole recourse for satisfaction
         of the First Lien Secured Parties' claim if they do not
         accept the Committee's proposed settlement.

JPMorgan reminds the Court that each of these issues is integral to
the Committee's proposed path to emergence -- as each is
determinative of when and what distributions can be made to
creditor classes -- so allowing the Committee to proceed with
solicitation before remedying its flawed disclosure would deprive
creditors of meaningful choice.  

JPMorgan also asserts that the Committee Disclosure Statement is
improperly filled with conclusory assertions and self-serving
opinions regarding several key issues in these Chapter 11 Cases,
which the First Lien Agent submits should either be stricken or
modified before solicitation begins.  

                     Absolute Priority Rule

JPMorgan notes that the Committee Plan purports to be dual-tracked,
covering a scenario in which settlements would be coerced from the
Debtors' two senior creditor constituencies and approved by the
Court, and a scenario in which such settlements are not reached
and/or approved.  

Under the settlement scenario, the Committee presumes that the
First Lien Secured Parties and Second Lien Secured Parties will
both stipulate to reduced claim amounts and collateral values,
which will be deemed binding on all parties, and that these reduced
claims will be paid a set amount on the plan effective date and
additional amounts if and when such amounts are received (e.g.,
from litigation recoveries from non-settling parties).

The non-settlement scenario envisions lengthy litigation with the
parties while allowing immediate distributions to junior creditors
who are the Committee's primary constituents (a scenario which, the
Committee neglects to mention, raises numerous confirmability
issues).

According to JPMorgan, if the First Lien Secured Parties reject the
Committee's settlement proposal and the Second Lien Secured Parties
accept the Committee's proposal, the Committee Plan would purport
to pay the Second Lien Secured Parties $180 million on the
Effective Date -- presumably from the First Lien Secured Parties'
collateral.  Yet the First Lien Secured Parties would receive
nothing on the Effective Date or thereafter as the Committee's
claims are litigated, available Debtor assets shrink (via
distributions to other creditors and Plan Administrator expenses),
and the First Lien Secured Parties' senior claims increase in
allowable amounts (as Section 506(b) permits, particularly for fees
and interest, to the extent that the senior creditors are
oversecured).

And this risk is not merely academic, JPMorgan continues. In fact,
if causes of action survive confirmation, and the First Lien
Secured Parties prevail in subsequent litigation, the Committee
implicitly concedes that the First Lien Secured Parties are
oversecured creditors: the Debtors have already received more than
$600 million in proceeds from sales of encumbered assets, and the
Committee has stated that it believes it can obtain more from
liquidating the Debtors' remaining assets than the $500 million to
$600 million total enterprise value that the Debtors ascribe to the
lenders' collateral.

JPMorgan contends the Committee's Plan and Disclosure Statement
completely ignore that distributing proceeds of the First Lien
Secured Parties' collateral before their claims are determined
could adversely affect the First Lien Secured Parties' ability to
fully recover on their claims. If distributions are made to junior
creditors, and the First Lien Secured Parties do not recover their
fully secured claims, this plainly violates the absolute priority
rule as codified at 11 U.S.C. Section 1129(b)(2)(B)(ii) as well as
the intercreditor agreement among the First Lien Secured Parties
and the Second Lien Secured Parties (enforceable in these
proceedings under Section 510(a) of the Bankruptcy Code). As a
result, to the extent the Committee plans to make distributions to
junior classes out of senior creditors' collateral before such
claims are determined and allowed, the Committee should be asked to
provide authority for how it could implement a plan under this
scenario.  The Committee Disclosure Statement should make clear
that, in any event, all junior classes may see distributions
delayed to the extent that senior classes vote to reject the
Committee Plan.

With respect to the second scenario, JPMorgan notes the Committee
has proposed a settlement to the First Lien Secured Parties which,
even if accepted by the First Lien Secured Parties, may nonetheless
prove to be completely illusory.  Specifically, if the First Lien
Secured Parties accept the Committee's proposed settlement and the
Second Lien Secured Parties successfully challenge the $915 million
valuation stipulation incorporated therein, the First Lien Secured
Parties' settlement is no longer binding.  

The Committee Disclosure Statement nowhere explains the impact of a
successful valuation challenge, despite the fact that the Committee
itself recognizes that true asset values belie any argument that
the First Lien Secured Parties are undersecured (and the Second
Lien Secured Parties unsecured), absent the Committee hitting the
jackpot on its long-odds litigation theories.  In order to be able
to properly evaluate the settlement proposed to it, the First Lien
Secured Parties, along with all other interested parties, must be
provided with additional information on why the Committee believes
that the Court will bind junior creditors to a settlement founded
upon not only an artificial stipulation on value, but one that the
Committee concedes is at odds with the real world.

According to JPMorgan, even if this disclosure issue were remedied,
the Committee appears to face a separate -- and insurmountable --
absolute priority challenge to its plan. Under the settlement
scenario, rather than receiving their stipulated (and reduced)
secured claim of $915 million, the First Lien Secured Parties would
receive only $840 million while re-routing the remaining $75
million of their secured claim to the holders of Allowed General
Unsecured Claims.  That distribution, however, would bypass an
intermediate, protesting class of Second Lien Secured Parties, who
are senior to the holders of Allowed General Unsecured Claims.  The
Committee Disclosure Statement fails to note that this gives rise
to "gifting" issues that render this aspect of the Committee Plan
unconfirmable on its face.

Before the Committee Disclosure Statement can be approved, the
Committee should provide additional information -- beyond a simple
conclusory statement that the Committee believes that the Second
Lien Secured Parties will be bound -- regarding how and why they
believe their plan can be squared with directly contrary Third
Circuit precedent, or, to the extent they are relying on the
Intercreditor Agreement to achieve this objective, how they arrive
at their conclusion under that agreement.

JPMorgan points to decisions in In re Armstrong World Indus., Inc.,
432 F.3d 507, 514 (3d Cir. 2005) (affirming denial of plan
confirmation for plan that proposed distribution of warrants to
prior equity holders over objection of unsecured creditors); and In
re DBSD N. Am., Inc., 634 F.3d 79, 99 (2d Cir. 2011) (noting that
senior creditors may choose not to demand certain value, but "they
may not 'surrender' part of th[at] value" to other lower-priority
creditors as "a gift" as the gifting doctrine "does not square with
the text of the Bankruptcy Code").

Counsel to JPMorgan Chase Bank, N.A., as First Lien Agent:

     FOX ROTHSCHILD LLP
     Jeffrey M. Schlerf, Esq.
     L. John Bird, Esq.
     Citizens Bank Center
     919 North Market Street, Suite 300
     Wilmington, DE 19801
     Telephone: (302) 654-7444
     Facsimile: (302) 656-8920

          - and -

     Sean T. Scott, Esq.
     Aaron Gavant, Esq.
     Tyler R. Ferguson, Esq.
     MAYER BROWN LLP
     71 S. Wacker Drive
     Chicago, IL 60606
     Telephone: (312) 782-0600
     Facsimile: (312) 701-7711
     E-mail: stscott@mayerbrown.com

          - and -

     Charles S. Kelley, Esq.
     MAYER BROWN LLP
     700 Louisiana St., Ste. 3400
     Houston, TX 77002-2730
     Telephone: (713) 238-2634
     Facsimile: (713) 238-4634
     E-mail: ckelley@mayerbrown.com

                About Samson Resources Corporation

Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 15-11934) on Sept. 16,
2015.  Philip W. Cook, the executive vice president and CFO,
signed
the petition.  The Debtors estimated assets and liabilities of
more
than $1 billion.

Samson is an onshore oil and gas exploration and production
company
with interests in various oil and gas leases primarily located in
Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming.
The Operating Companies operate, or have royalty or working
interests in, approximately 8,700 oil and gas production sites.

Samson was acquired by KKR and Crestview from Charles Schusterman
in December 2011 for approximately $7.2 billion.  The investor
group provided approximately $4.1 billion in equity investments as
part of the purchase price.

Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.

Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors'
Investment
banker.  Garden City Group, LLC, serves as claims and noticing
agent to the Debtors.

Andrew Vara, acting U.S. trustee for Region 3, appointed three
creditors of Samson Resources Corp. and its affiliated debtors to
serve on the official committee of unsecured creditors.  The
Committee has tapped White & Case LLP as counsel and Farnan LLP as
local counsel.

                            *     *     *

In September 2016, Judge Sontchi denied Samson Resources' Motion
for extension of their exclusive periods to file and solicit
acceptances of their chapter 11 plan.  Samson sought an extension
of its exclusivity period by another six months through March
2017.

The Debtors have filed a plan of reorganization.  The Creditors'
Committee has filed a competing plan of liquidation.


SCRIPSAMERICA INC: Committee Opposes Exclusivity Extension
----------------------------------------------------------
BankruptcyData.com reported that ScripsAmerica's official committee
of unsecured creditors filed with the U.S. Bankruptcy Court an
objection to the Debtor's motion to extend the exclusive period
during which Debtor may file a Chapter 11 plan and solicit
acceptances thereof.  The committee asserts, "The Debtor cannot
establish that 'cause' exists to extend the Exclusive Periods
because the Debtor meets none of the relevant factors to establish
'cause' in the Third Circuit.  Specifically: The Debtor has not
(and cannot) make good faith progress towards a reorganization.
The Debtor has nothing to reorganize, no reasonable likelihood of
rehabilitation and no valid reorganizational purpose.  The Debtor
has had more than sufficient time to develop a confirmable plan.
The Debtor is seeking an extension of the Exclusive Periods solely
in an attempt to further disenfranchise the Committee.  In what can
only be characterized as an unprecedented strategy, the Debtor has
repeatedly blocked the Committee from exercising its fiduciary
obligation to assess the scope of the Debtor's estate, monitor its
financial affairs and locate and marshal the Debtor's assets in an
efficient manner by barring the Committee from proceeding with
discovery, informal or otherwise. The Debtor has refused to
negotiate in good faith with the Committee.  Instead of engaging
the Committee, the Debtor is seeking to disband the Committee (or,
alternatively, remove Ironridge Global Partners and Robert
Schneiderman from the Committee) and refusing to provide the
Committee with informal discovery."

              About ScripsAmerica, Inc.

ScripsAmerica, Inc., filed a Chapter 11 petition (Bankr. D. Del.
Case No. 16-11991) on Sept. 7, 2016.  The petition was signed by
Jeffrey J. Andrews, chief financial officer.

At the time of filing, the Debtor had $600,000 in total assets and
$4.65 million in total debt as of Sept. 6, 2016.

Ciardi Ciardi & Astin has been tapped as bankruptcy counsel, Equity
Partners HG LLC as investment banker, and Bederson LLP as
accountant.

The U.S. Trustee appointed two creditors to the official committee
of unsecured creditors, Ironridge Global Partners, LLC and Robert
Schneiderman.



SCRIPSAMERICA INC: Committee Seeks to Hire Bayard as Legal Counsel
------------------------------------------------------------------
The official committee of unsecured creditors of ScripsAmerica,
Inc. seeks approval from the U.S. Bankruptcy Court for the District
of Delaware to hire legal counsel.

The committee proposes to hire Bayard, P.A. to give legal advice
regarding its duties under the Bankruptcy Code, assist in
negotiations on any proposed bankruptcy plan, investigate the
Debtor's pre-bankruptcy transactions, and provide other legal
services related to the Debtor's Chapter 11 case.

The attorneys and paralegal designated to provide the services and
their hourly rates are:

     Scott Cousins, Esq.       $675
     Justin Alberto, Esq.      $475
     Evan Miller, Esq.         $450
     Gregory Flasser, Esq.     $305
     Larry Morton              $295
     Tammy Stoner              $295

Scott Cousins, Esq., a director at Bayard, disclosed in a court
filing that his firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Scott D. Cousins, Esq.
     222 Delaware Avenue, Suite 900
     Wilmington, DE 19899
     Tel: (302) 655-5000
     Fax: (302) 658-6395
     Email: scousins@bayardlaw.com

                     About ScripsAmerica Inc.

ScripsAmerica, Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 16-11991) on Sept. 7, 2016.  The petition was signed by
Jeffrey J. Andrews, chief financial officer.

At the time of filing, the Debtor had $600,000 in total assets and
$4.65 million in total debt as of Sept. 6, 2016.

Ciardi Ciardi & Astin has been tapped as bankruptcy counsel, Equity
Partners HG LLC as investment banker, and Bederson LLP as
accountant.

The U.S. trustee appointed two creditors to the official committee
of unsecured creditors, Ironridge Global Partners, LLC and Robert
Schneiderman.


SCRIPSAMERICA INC: Committee Taps EisnerAmper as Financial Advisor
------------------------------------------------------------------
The official committee of unsecured creditors of ScripsAmerica,
Inc. seeks approval from the U.S. Bankruptcy Court for the District
of Delaware to hire a financial advisor.

The Debtor proposes to hire EisnerAmper LLP to provide these
services:

     (a) analyzing the financial operations of the Debtor;

     (b) assisting the committee in its analysis and review of
         the Debtor's monthly statements of operations;

     (c) analyzing the Debtor's budgets, cash flow projections,
         restructuring programs and other reports;

     (d) performing forensic investigating services;

     (e) verifying the physical inventory of supplies, equipment
         and other material assets and liabilities;

     (f) analyzing transactions with insiders;

     (g) performing claims analysis for the committee;

     (h) preparing and submitting reports to the committee;

     (i) assisting the committee in its review of the financial
         aspects of a plan of reorganization or liquidation;

     (j) attending meetings of creditors and conferences with
         representatives of the creditor groups and their counsel;

     (k) preparing hypothetical orderly liquidation analyses;

     (l) consulting with the committee regarding the marketing and

         sale of any assets of the Debtor;

     (m) analyzing the financial ramifications of any proposed
         transactions for which the Debtor seeks court approval;
         and

     (n) providing assistance, including expert testimony and
         analysis in support of potential litigation.

The EisnerAmper personnel who were designated to represent the
committee and their hourly rates are:

     Wayne Weitz         Managing Director     $610
     Edward Phillips     Partner               $550
     Ryan Farley         Manager               $320

Meanwhile, the hourly rate charged by any EisnerAmper associate who
may assist the committee range from $185 to $420.
Paraprofessionals are paid between $125 to $180 per hour.

Wayne Weitz, managing director of EisnerAmper, disclosed in a court
filing that his firm does not hold or represent any interest
adverse to the Debtor's bankruptcy estate.

The firm can be reached through:

     Wayne P. Weitz
     EisnerAmper LLP
     750 Third Avenue
     New York, NY 10017
     Phone: 212-949-8700

                     About ScripsAmerica Inc.

ScripsAmerica, Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 16-11991) on Sept. 7, 2016.  The petition was signed by
Jeffrey J. Andrews, chief financial officer.

At the time of filing, the Debtor had $600,000 in total assets and
$4.65 million in total debt as of Sept. 6, 2016.

Ciardi Ciardi & Astin has been tapped as bankruptcy counsel, Equity
Partners HG LLC as investment banker, and Bederson LLP as
accountant.

The U.S. trustee appointed two creditors to the official committee
of unsecured creditors, Ironridge Global Partners, LLC and Robert
Schneiderman.


SERVICEBURY LLC: Case Summary & 2 Unsecured Creditors
-----------------------------------------------------
Debtor: Servicebury, LLC
        470 Washington Street
        Brighton, MA 02135

Case No.: 16-14530

Chapter 11 Petition Date: November 29, 2016

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Hon. Frank J. Bailey

Debtor's Counsel: John F. Sommerstein, Esq.
                  LAW OFFICES OF JOHN F. SOMMERSTEIN
                  98 North Washington Street, Suite 104
                  Boston, MA 02114
                  Tel: (617) 523-7474
                  Email: jfsommer@aol.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $100,000 to $500,000

The petition was signed by Nicholas Heras, manager.

A list of the Debtor's two largest unsecured creditors is available
for free at http://bankrupt.com/misc/mab16-14530.pdf


SEVENTY SEVEN: Wilks Bros. Discloses 5.4% Stake as of Oct. 20
-------------------------------------------------------------
Dan H. Wilks, Staci Wilks and Wilks Brothers, LLC, all based in
Cisco, Texas, disclosed that they may be deemed to beneficially own
1,192,072 shares or roughly 5.4% of the Common Stock, Par Value
$0.01, of SSE as of Oct. 20, 2016.

Based on 22,000,000 shares of Common Stock of the Issuer issued and
outstanding as of August 4, 2016, as set forth in the Issuer’s
Quarterly Report on Form 10-Q for the quarterly period ended June
30, 2016 filed with the SEC on August 9, 2016.

A copy of the Wilks' disclosure is available at
https://is.gd/bMXNhz

                   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.

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 the 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.  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 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.

                            *     *     *

In a November 2016 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.  SSO is the primary operating
subsidiary of SSE.  SSO has a Corporate Family Rating of Caa1 from
Moody's.

S&P Global Ratings assigned a 'CCC+' corporate credit rating on SSE
following the Company's Chapter 11 exit.  S&P said in an August
2016 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.


SIGNODE INDUSTRIAL: S&P Lowers Rating on US$ Sr. Loan to 'B'
------------------------------------------------------------
S&P Global Ratings lowered its issue-level rating on Signode
Industrial Group Lux S.A.'s U.S. dollar-denominated senior secured
term loan B to 'B' from 'B+' and revised the recovery rating on the
loan to '3' from '2'.  The '3' recovery rating indicates S&P's
expectation for meaningful (50%-70%; upper half of the range)
recovery in the event of a payment default.

At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the proposed new tranche of the company's
euro-denominated senior secured term B loan due 2021.  The '3'
recovery rating indicates S&P's expectation for meaningful
(50%-70%; upper half of the range) recovery in the event of a
payment default.  S&P will withdraw its ratings on the company's
existing euro-denominated senior secured term B loan after the
refinancing transaction is completed.

Finally, S&P affirmed its 'B-' issue-level rating on the company's
senior unsecured debt.  S&P's '5' recovery rating on the debt
remains unchanged, indicating its expectation for modest (10%-30%;
upper half of the range) recovery in the event of a payment
default.

All of S&P's other ratings on Signode remain unchanged.

Signode Industrial Group Lux S.A. plans to issue a $450 million
incremental U.S.-dollar denominated senior secured term loan B,
which S&P expects will be fungible with the company's existing
$1.35 billion ($760 million outstanding) U.S. term loan B due 2021.
S&P expects that Signode will use the proceeds from this offering
to pay a dividend to its private-equity sponsor, The Carlyle Group.
The company is also looking to reprice and refinance its existing
EUR300 million ($319 million equivalent) term B loan.

S&P lowered its issue-level rating on the company's senior secured
loan B because of the increase in the amount of secured debt in its
capital structure pro forma for the dividend recapitalization
transaction.

                        RECOVERY ANALYSIS

Key analytical factors:

   -- S&P has updated its recovery analysis to reflect the
      proposed transaction.

   -- S&P's simulated default scenario contemplates that a deep
      global recession, combined with adverse conditions in the
      metals, construction, and corrugated industries, could have
      a negative effect on the company's operating performance.
      Volatile raw materials costs could cause the company's
      profitability to decline and strain its liquidity.
      Furthermore, the competitive pressures in certain of
      Signode's segments are relatively high, which could cause
      the company to lose market share if pricing pressure
      increases and/or if innovative new products capture the
      market.

   -- In S&P's valuation, it assumed that the company could cut
      costs, regain its lost volume, and improve its profitability

      to a certain extent--but not return all the way to its
      current level of performance--during the bankruptcy process.

      As such, S&P assumes that the company re-attains at least
      $270 million of emergence level EBITDA.  S&P then applied
      its 6.0x EBITDA multiple to our estimate of the company's
      emergence EBITDA, resulting in a $1.62 billion gross
      recovery value.

Simulated default and valuation assumptions:

   -- Simulated year of default: 2019
   -- EBITDA at emergence: $270 million
   -- EBITDA multiple: 6x

Simplified waterfall:

   -- Net enterprise value (after 5% admin. costs): $1.539 billion
   -- Valuation split (U.S., foreign borrower, and
      guarantors/nonobligors and non-stock pledgors): 79%/21%
   -- Priority claims: $1 million
   -- Collateral value available to secured creditors
      (collateral/noncollateral): $1.158 billion/$155 million
   -- Secured first-lien debt: $1.892 billion
   -- Recovery expectations: 50%-70% (upper half of the range)
   -- Senior unsecured debt: $777 million
   -- Other pari passu unsecured claims: $738 million
   -- Recovery expectations: 10%-30%(upper half of the range)

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

RATINGS LIST

Signode Industrial Group Lux S.A.
Corporate Credit Rating           B/Stable/--

New Rating

Signode Industrial Group Lux S.A.
Signode Industrial Group US Inc.
EUR300M euro-denominated Sr Secd    B
Term Loan B Due 2021
  Recovery Rating                  3H

Downgraded
                                   To          From
Signode Industrial Group Lux S.A.
Signode Industrial Group US Inc.
$1.8B Sr Secured Term Loan B      B           B+
  Recovery Rating                  3H          2H

Ratings Affirmed

Signode Industrial Group Lux S.A.
Signode Industrial Group US Inc.
Senior Unsecured Debt             B-
  Recovery Rating                  5H



STEALTH SOFTWARE: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Stealth Software, LLC, as of
Nov. 29, according to a court docket.

                     About Stealth Software

Stealth Software, LLC, based in Scottsdale, AZ, filed a Chapter 11
petition (Bankr. D. Ariz. Case No. 16-12787) on Nov. 7, 2016.  The
Hon. Eddward P. Ballinger Jr. presides over the case.  Joseph E.
Cotterman, at Andante Law Group, LLC, as bankruptcy counsel.

In its petition, the Debtor estimated $575,724 in assets and $1.40
million in liabilities. The petition was signed by Gerard Warrens,
chief executive officer.


STEINY AND COMPANY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Steiny and Company, Inc.
        12907 E. Garvey Ave.
        Baldwin Park, CA 91706

Case No.: 16-25619

Chapter 11 Petition Date: November 28, 2016

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

Judge: Hon. Julia W. Brand

Debtor's Counsel: Ron Bender, Esq.
                  LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
                  10250 Constellation Blvd Ste 1700
                  Los Angeles, CA 90067
                  Tel: 310-229-1234
                  E-mail: rb@lnbyb.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Vincent P. Mauch, chief financial
officer.

Debtor's List of 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
B & C Transit, Inc.                                      $873,838
7955 Edgewatr Drv
Oakland, CA 94621
Rashidd Sigg
Tel: (510) 483-3560

JTB Supply Company, Inc.                                 $449,743
1030 N Batav St A
Orange, CA 92867
Tel: (714) 639-9498

American Express                                         $338,227
Box 0001
Los Angeles, CA
90096-8000

Walters Wholesale                                        $303,559
Electric Company
2825 Temple A
Signal Hill, CA 90755
Tel: (310) 988-3100

Tryco Electric, Inc.                                     $225,086

Jam Services, Inc.                                       $190,133

Karish Electronics                                       $189,288

Soffa Electric, Inc.                                     $172,383

Azco                                                     $171,175

First Fire Systems, Inc.                                 $152,136

Alliant Insurance Services, Inc.                         $149,440

Wex Bank                                                 $145,287

Alston & Bird LLP                                        $136,443

Orange Co Elect Industry Funds                           $116,141

SAF-T-CO Supply                                           $94,576

Global Rental Co., Inc.                                   $89,642

Smithson Electric, Inc.                                   $86,349

Construction Laborers Trusts                              $81,641

CED, Inc.                                                 $69,256

Chase Card Services                                       $66,281


STERLING ENGINEERING: Seeks March 24 Exclusivity Period Extension
-----------------------------------------------------------------
Sterling Engineering Group of Companies, L.L.C. asks the U.S.
Bankruptcy Court for the Southern District of Texas to extend by
120 days, or to March 24, 2017, the the exclusive period within
which the Debtor may file a chapter 11 plan of reorganization and
to solicit approval of the plan.

The Debtor contends that any successful plan of reorganization
requires a resolution of Suncoast Post-Tension, Ltd.'s claim which
constitutes an overwhelming percentage of more than 95% of all
financial claims asserted against the Debtor.

The Debtor relates that it has reached a conditional settlement
with Suncoast in relation to Suncoast's claim, which was currently
approved by the Court during the exclusivity extension previously
granted by the Court.

The Debtor further relates that another issue related to a final
reorganization involves the claim and subsequent adversary action
filed by Warwick Construction, Inc.  The adversary action involves
the Debtor's liability on a construction project located in Fort
Bend County, Texas.  Although the Court has recently granted
summary judgment on behalf of the Debtor, a final order has not yet
been entered since Warwick has recently filed a motion for
reconsideration that has not been heard by the Court.

In addition, the Debtor is in negotiations related to a stayed
litigation involving claims made by Bristol West End Condominium
Association, Inc. against the Debtor, in the Chancery Court of
Nashville, Tennessee.  The Debtor anticipates filing an adversary
action in the event that its ongoing negotiations with Bristol are
not successful.

             About Sterling Engineering Group of Companies

Sterling Engineering Group of Companies, L.L.C., based in Houston,
Texas, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex.
Case No. 16-31442) on March 24, 2016, listing under $1 million in
assets and $10 million to $50 million in liabilities.  The Hon.
David R Jones oversees the case.  The Law Offices of Kevin Michael
Madden, PLLC, serves as Chapter 11 counsel to the Debtor.   The
petition was signed by Sandeep Patel, manager.


SWAGAT HOTELS: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Swagat Hotels LLC, as of Nov.
29, according to a court docket.

                       About Swagat Hotels

Swagat Hotels LLC, dba Quality Inn Deep Creek Lake, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md.
Case No. 16-24255) on Oct. 27, 2016.  The petition was signed by
Nitin B. Chhibber, managing member.  

The case is assigned to Judge Wendelin I. Lipp.

At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of $1 million to $10 million.

Steven H. Greenfeld, Esq., at Cohen Baldinger & Greenfeld, LLC,
serves as the Debtor's bankruptcy counsel.


TALL CITY WELL: Unsecureds to Get $21K Monthly Payment in 7 Years
-----------------------------------------------------------------
Tall City Well Service LP filed with the U.S. Bankruptcy Court for
the Western District of Texas a Chapter 11 plan of reorganization
that proposes to make a monthly payment of $21,119 to Class 5
creditors.

Class 5 is comprised of general unsecured claims held by 92
creditors for goods or services provided to the Debtor in amounts
over $1,000, and which the Debtor estimates total $1,481,879.

Beginning on the effective date of the plan, the Debtor will make
regular monthly pro rata payments over a period of seven years at
5.25% interest in the amount of $21,119 per month.

Holders of Class 5 claims are impaired and are eligible to vote on
the restructuring plan, according to the Debtor's disclosure
statement filed on November 8.

A copy of the disclosure statement is available for free at
https://is.gd/x5MB1z

                  About Tall City Well Service

Tall City Well Service, LP, filed a chapter 11 petition (Bankr.
W.D. Tex. Case No. 16-70079) on May 17, 2016, and is represented by
Jesse Blanco Jr., Esq., in San Antonio, Tex.  This chapter 11
proceeding is related to (but not jointly administered with) In re
J G Solis, Inc., (Bankr. W.D. Tex. Case No. 16-70080) also filed on
May 17, 2016.  The petition was signed by Joel G. Solis, partner.
The Debtor estimated its assets and liabilities at $0 to $50,000 at
the time of the filing.


TEMUR TRUCKING: Taps McCullough Eisenberg as Legal Counsel
----------------------------------------------------------
Temur Trucking Inc. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Pennsylvania to hire legal counsel in
connection with its Chapter 11 case.

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

The hourly rates charged by the firm are:

     Carol McCullough     $350
     Stuart Eisenberg     $350
     Paralegal             $85

McCullough Eisenberg does not hold or represent any interest
adverse to the Debtor's bankruptcy estate, according to court
filings.

The firm can be reached through:

     Stuart A. Eisenberg, Esq.
     McCullough Eisenberg, LLC
     65 W. Street Rd Ste A-204
     Warminster, PA 18974-3204
     Email: mccullougheisenberg@gmail.com

                      About Temur Trucking

Temur Trucking Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Pa. Case No. 16-18168) on November 23,
2016.  The petition was signed by Shuhrat Temirov, president.  

The case is assigned to Judge Magdeline D. Coleman.

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


TERESA GIUDICE: Bankruptcy Settlement Could Be In Jeopardy
----------------------------------------------------------
The American Bankruptcy Institute, citing Vicki Hyman of NJ.com,
reported that "Real Housewives of New Jersey" star Teresa Giudice
agreed last month to split a potential legal windfall with her
creditors, but now the bankruptcy attorney whom she is suing is
opposing the proposed settlement.

According to the report, Ms. Giudice sued former bankruptcy
attorney James Kridel last year for legal malpractice, claiming the
Clifton lawyer's bad advice and mistakes led to her conviction for
bankruptcy fraud.  After a contentious mediation, Giudice's lawyers
Anthony Rainone and Carlos Cuevas settled with John Sywilok, the
trustee who represented Ms. Giudice's creditors, agreeing that her
creditors will get 45 percent of any winnings, and that Sywilock
will join Giudice's malpractice case as a plaintiff, the report
related.

Kridel's lawyer Carl Perri filed a motion in federal bankruptcy
court objecting to the settlement on the grounds that Rainone and
Cuevas have a conflict of interest with Sywilok and his attorney,
the report further related.  Cuevas and Rainone, the motion says,
"have occupied and advocated, and continue to occupy and advocate,
interests adverse to the debtor's estate. Indeed, the entire
Settlement arises from that adversity."

The settlement goes before U.S. Bankruptcy Court Judge Stacey
Meisel on Dec. 6, 2016 for approval.

                       About the Giudices

In June 2010, Teresa Giudice, who portrays a role in Real
Housewives of New Jersey, and her husband, Joe, filed for
bankruptcy under Chapter 11 in the U.S. Bankruptcy Court in New
Jersey.  The Giudices owe creditors $10.85 million.

Chapter 7 trustee John Sywilok sued the Giudices.  The suit
claimed that the Debtors concealed key documents about their
finances and business transactions.  Mr. Sywilok also accused the
couple of making false statements under oath about their assets,
income and expenses.


THREE AMIGOS: Case Summary & 9 Unsecured Creditors
--------------------------------------------------
Debtor: Three Amigos SJL Rest., Inc.
        240 North Avenue, Suite 212
        New Rochelle, NY 10801

Case No.: 16-13341

Chapter 11 Petition Date: November 28, 2016

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

Debtor's Counsel: David Carlebach, Esq.
                  THE LAW OFFICE OF DAVID CARLEBACH, ESQ.
                  55 Broadway, Suite 1902
                  New York, NY 10006
                  Tel: (212) 785-3041
                  Fax: (646) 355-1916
                  E-mail: david@carlebachlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $100,000 to $500,000

The petition was signed by Dominica O'Neil, president.

A copy of the Debtor's list of nine unsecured creditors is
available for free at http://bankrupt.com/misc/nysb16-13341.pdf


TPP ACQUISITION: SSG Acted as Investment Banker in Asset Sale
-------------------------------------------------------------
SSG Capital Advisors, LLC ("SSG") acted as the investment banker to
TPP Acquisition, Inc. d/b/a The Picture People ("TPP" or the
"Company") in the sale of substantially all of its assets to
affiliates of Monroe Capital Corporation ("Monroe").  The sale was
effectuated through a Chapter 11 Section 363 process in the U.S.
Bankruptcy Court for the Northern District of Texas.  The
transaction closed in November 2016.

TPP is a premier operator of professional photographic portrait
studios across the United States.  The Company offers portrait
studios located in malls as well as in select Buy Buy Baby, Walmart
and Sears locations.  TPP delivers quality photography and
experiences while serving customers seeking professional portraits
to mark special occasions or document a moment in time.  In
addition to photography services, the Company offers on-site photo
processing and printing, framing and other related services.

TPP operates in a highly seasonal industry, but is dedicated to
keeping its studios open throughout the year.  Historically, the
Company was primarily a mall-based operation and was subject to
high fixed costs but only experienced consistent profitability
during the peak holiday months associated with Easter, Thanksgiving
and Christmas.  In response to the high degree of seasonality,
management developed and began transitioning to a more appropriate,
variable cost operating model.  While the transition plan provided
an avenue for sustained profitability and growth, TPP faced
constrained liquidity due to several years of financial distress.

TPP determined that a sale of the Company's assets would be the
best method of maximizing value for its creditors and parties in
interest.  The Company filed for Chapter 11 protection in the
Northern District of Texas in September 2016.  SSG was retained as
the Company's exclusive investment banker for the purpose of
marketing the business and soliciting offers on an expedited basis
to provide a potential buyer with the immediate cash flow benefit
of the Company's two most profitable months.  SSG conducted a
comprehensive marketing process which resulted in a wide range of
potential strategic and financial buyers.  Monroe's stalking horse
credit bid offer was ultimately the highest and best price for
substantially all of the Company's assets.  SSG's experience
running efficient Chapter 11 sale processes enabled the Company to
maximize the value of the assets.

Monroe, a business development company, is a specialty finance
investor focused on providing senior, unitranche, junior secured,
and subordinated debt financing and equity investments primarily to
middle-market companies in the United States and Canada.

Other professionals who worked on the transaction include:

   -- Stuart Noyes, Bruce Meier, Mason Hickman and Steven Sadowski
of Winter Harbor, LLC, Chief Restructuring Officer and Financial
Advisor to TPP Acquisition, Inc.;

   -- Robert D. Albergotti, Ian T. Peck, Jarom J. Yates and David
L. Staab of Haynes and Boone, LLP, counsel to TPP Acquisition,
Inc.;

   -- Donald E. Rothman, Steven E. Fox, Paul S. Samson, Lon M.
Singer and Phillip J. Block of Riemer & Braunstein LLP, co-counsel
to Monroe Capital Corporation;

   -- Josiah M. Daniel, III and Rebecca L. Petereit of Vinson &
Elkins LLP, co-counsel to Monroe Capital Corporation;

   -- Samuel A. Newman and Michael S. Neumeister of Gibson, Dunn &
Crutcher, LLP, co-counsel to the Official Committee of Unsecured
Creditors;

   -- Wade Emmert and Michele Sheets of Emmert & Parvin, LLP,
co-counsel to the Official Committee of Unsecured Creditors; and

   -- John P. Madden, Ryan O'Sullivan and Jack Allen of Emerald
Capital Advisors, Financial Advisor to the Official Committee of
Unsecured Creditors.

                  About SSG Capital Advisors, LLC

SSG Capital Advisors -- http://www.ssgca.com-- is an independent
boutique investment bank that assists middle-market companies and
their stakeholders in completing special situation transactions.
It provide its clients with  investment banking services in the
areas of mergers and acquisitions, private placements, financial
restructurings, valuations, litigation and strategic advisory.

                     About TPP Acquisition

TPP Acquisition, Inc., doing business as The Picture People, filed
a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-33437-hdh-11)
on Sept. 2, 2016.  The Debtor is represented by Robert D.
Albergotti, Esq., Ian T. Peck, Esq., and Jarom J. Yates, Esq., at
Haynes and Boone, LLP.

The petition was signed by Stuart Noyes, chief restructuring
officer.  The case is assigned to Judge Harlin DeWayne Hale.  At
the time of filing, the Debtor estimated assets at $10 million to
$50 million and liabilities at $50 million to $100 million.

The Debtor's Restructuring Advisor is Winter Harbor LLC; the
Debtor's Investment Banker is SSG Advisors, LLC; and its Claims &
Noticing Agent is Kurtzman Carson Consultants LLC.

U.S. Trustee William T. Neary on Sept. 13, 2016, appointed nine
creditors to serve on the official committee of unsecured creditors
of TPP Acquisition, Inc.  The committee members are: (1) W. B.
Mason Company, Inc.; (2) Identity Management Consultants, LLC; (3)
AAA Imaging Solutions; (4) Noritsu America Corporation; (5) Urban
Retail Properties, LLC; (6) GGP Limited Partnership; (7) MFA
Contemporary Atelier, Inc. dba Gemline Frame Company; (8) DFM Print
Pak; and (9) Simon Property Group, Inc.


UCI INTERNATIONAL: Global Settlement Approved
---------------------------------------------
The Delaware Bankruptcy Court on Nov. 30, 2016, approved a global
settlement pursuant to:

     (x) a Settlement Agreement dated as of Nov. 8, 2016, among UCI
International, the Official Committee of Unsecured Creditors,
certain holders of the 8.625% senior unsecured notes due 2019
holding approximately 62.1% of the aggregate principal amount of
Notes, and Rank Group Limited and its respective affiliates (other
than UCI Holdings Limited and its subsidiaries), and

     (y) a Settlement Agreement dated as of November 8, 2016, among
United Components, LLC, Pactiv LLC and the Pension Benefit Guaranty
Corporation.

The Global Settlement resolves all material disputes between the
Settlement Parties, including the transfer of the Pension Plans and
the potential causes of action investigated by the Committee that
could potentially be asserted against members of the Rank Group,
and paves the way for an efficient and consensual resolution of
these chapter 11 cases.

As set forth in Plan of Reorganization for UCI International, LLC
and Its Debtor Affiliates Proposed by the Debtors, the Ad Hoc
Committee of Senior Noteholders and the Official Committee of
Unsecured Creditors, and accompanying Disclosure Statement, the
Plan contemplates an increased recovery for general unsecured
creditors through the Rank Contribution Election, whereby members
of the Rank Group could elect to assume the Pension Plans in
exchange for, among other things, releases under the Plan.  

The Rank Group had a deadline of 14 days following the commencement
of solicitation (Oct. 26, 2016) to make the Rank Contribution
Election.  Following the approval of the Disclosure Statement and
solicitation procedures for the Plan on Oct. 14, 2016, negotiations
among the Settlement Parties intensified and, ultimately, resulted
in the Global Settlement through which the Rank Group has elected
to make the Rank Contribution Election.

Pursuant to the Global Settlement, and in exchange for the release
of the potential causes of action against Rank that the Committee
was prepared to litigate following the extensive Committee
Investigation, the Settlement Parties have agreed to, among other
things, these terms:

     -- a consensual resolution of responsibility for the Debtors'
three defined benefit plans: the Pension for Employees of Airtex
Products LP, the Champion Laboratories Pension Plan, and the Neapco
Inc. Employees Pension Plan through the assumption of the Pension
Plans by Pactiv LLC, a member of the Rank Group;

     -- provision of certain services by members of the Rank Group
to the Debtors and Reorganized Debtors on the same terms and
subject to the same conditions as set forth in an amended letter
agreement dated August 3, 2016, through January 31, 2017;

     -- cooperation between the Debtors and the Rank Group on
certain tax and other corporate matters to facilitate the
completion of the business separation between the Debtors and
certain members of the Rank Group, including cooperation with
respect to certain tax losses up to a maximum amount of NZ$10
million for the benefit of Debtor UCI Holdings Limited and the
ultimate deregistering and dissolution of Holdings, to the extent
permitted under New Zealand Law;

     -- transfer by the Rank Group of certain patents and an
agreement between the Debtors and the Rank Group on mutually
acceptable perpetual licenses for the use of certain intellectual
property;

     -- withdrawal of previously-filed proofs of claim by the
members of the Rank Group and waiver of general unsecured claims
scheduled by the Debtors;

     -- continued product sourcing on existing terms between the
Debtors and Autoparts Holding Limited subject to termination or
modification on 60 days' notice by either party;

     -- cooperation between APH and the Debtors on the resolution
of any joint contracts; and

     -- the grant by APH of a credit for approximately $1.6
million, to be applied dollar-for-dollar against amounts owed by
the Debtors and their non-Debtor subsidiaries to APH on account of
purchases made by the Debtors and their non-Debtor subsidiaries
following approval of the Global Settlement.

In exchange for the consideration being provided pursuant to the
Global Settlement, the Settlement Parties have agreed to grant each
other full, mutual releases, in addition to the releases
contemplated under the Plan in connection with the Rank
Contribution Election.

                Pension Plans Severely Underfunded

PBGC has estimated that the unfunded benefit liabilities of the
Pension Plans on a termination basis as of June 30, 2016 are
approximately $123 million and has filed proofs of claim in these
chapter 11 cases to reflect this amount.  Pursuant to ERISA, an
underfunded defined benefit plan may be terminated by PBGC in an
involuntary termination or by the plan sponsor through a distress
termination.

In addition to the Termination Liability, as the result of either
an involuntary or distress termination of the Pension Plans, PBGC
would potentially be entitled to assert a termination premium of
approximately $19 million post-emergence against the Debtors.

In the event of an involuntary or voluntary distress termination of
the Pension Plans, PBGC may contend that the Debtors' non-Debtor
subsidiaries or affiliates are members of the UCI Controlled Group,
including members of the Rank Group. Due to Rank Group's
classification as part of the UCI Controlled Group, it would be
jointly and severally liable with the other members of UCI
Controlled Group for the Termination Liability.  Rank Group could
be pursued by PBGC on account of such Termination Liability
following any involuntary termination of the Pension Plans by PBGC
or a distress termination of the Pension Plans by Debtor United
Components. In addition, PBGC could potentially assert a lien
against a member of Rank Group's assets to the extent the
Termination Liability remains unpaid.

                       Rank Proofs of Claim

The Debtors have scheduled $9,993,498.91 of general unsecured
claims owed to Rank Group entities, and the Rank Group has filed
proofs of claim appearing at numbers 635, 636, 637, and 638 on the
claims register in these chapter 11 cases asserting $2,983,763.53
in liquidated general unsecured claims, $1,540,260.80 in claims
entitled to administrative expense status under section 503(b)(9)
of the Bankruptcy Code, and additional contingent and unliquidated
claims.

                     Committee Investigation

Since its appointment on June 10, 2016, the Committee in these
chapter 11 cases has conducted an extensive review of potential
claims that the Debtors may have against the Rank Group, their
non-Debtor affiliates, and certain of the Debtors' current and
former directors and officers.  During the course of this
investigation, the Committee reviewed approximately 19,259
documents produced by either the Debtors, the Rank Group, or the
administrative agent under the Prepetition ABL Credit Agreement
conducted substantial legal and financial analysis, and took six
depositions in total.

As a result of the Committee Investigation, the Committee
identified numerous categories of potential claims and causes of
action. Absent the Rank Contribution, the Debtors intended to
reserve, preserve and vest in the Reorganized Debtors, all such
claims as well as all other claims or causes of action belonging
to, or capable of assertion by, any of the Debtors, unless
specifically released pursuant to the Plan and an Acceptable
Settlement (as defined in the Plan) consistent with the Rank
Contribution Election.

As of the filing of the Motion to Approve the Global Settlement in
November, the Committee has not yet filed a motion with the Court
for standing to bring any claim or cause of action identified in
connection with the Committee Investigation against Rank on behalf
of the Debtors' estates.  The Debtors said that if such a motion
were filed, the Rank Group would contest any claims vigorously.

                     About UCI International

UCI International, LLC, headquartered in Lake Forest, Illinois,
designs, manufactures, and distributes vehicle replacement parts,
including a broad range of filtration, fuel delivery systems, and
cooling systems products in the automotive, trucking, marine,
mining, construction, agricultural, and industrial vehicles
markets.

UCI and its affiliates sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 16-11355) on June 1, 2016.  The Debtors are
represented by lawyers at Sidley Austin LLP.  Alvarez & Marsal
provides the company with financial advice and Moelis & Company
LLC is the Debtors' investment banker.  Garden City Group serves
as the Debtors' Claims Agent.  Wilmington Trust is the Indenture
Trustee for a  $400-million issue of 8.625% Senior Notes Due 2019.

The United States Trustee appointed an Official Committee of
Unsecured Creditors, which has retained Morrison & Foerster LLP as
proposed counsel, and Cole Schotz PC as Delaware co-counsel.
Zolfo Cooper LLC has been retained as bankruptcy consultant and
financial advisor for the Committee.

Willkie Farr & Gallagher LLP and Morris Nichols Arsht & Tunnell LLP
represent an ad hoc group of unaffiliated noteholders of the 8.625%
senior unsecured notes issued by UCI International.

                          *     *     *

On October 13, 2016, the Debtors filed their revised joint plan of
reorganization  and accompanying disclosure statement.  On October
14, the Bankruptcy Court entered an order approving the Disclosure
Statement and directing Garden City Group to commence the
solicitation of votes on the Joint Plan.

On December 6, 2016 at 2:00 p.m. (ET), the Bankruptcy Court will
conduct a hearing on the confirmation of the Joint Plan.  The
deadline to object to and/or vote on the Joint Plan was November
28, 2016.

In addition, on October 14, 2016, the Bankruptcy Court authorized
the Debtors to commence a rights offering to holders of the
Debtors' senior notes for $30 million of new second lien secured
debt and 1.5 million shares of new common stock.  To conduct the
rights offering, the Debtors are utilizing the Depository Trust
Company's Automated Tender Offer Program.


UCI INTERNATIONAL: Plan Silent on Supply Contracts, FCA US Says
---------------------------------------------------------------
FCA US LLC filed an objection to UCI International's Proposed
Assumption of any Executory Contracts with FCA and any Cure Amounts
related thereto.

FCA US LLC said it issued various purchase orders and/or supply
contracts to Debtor Champion Laboratories and to Debtor ASC
Industries.  The Select Debtors accepted the Purchase Orders and
agreed to be bound by their terms.  FCA filed Proofs of Claim
reserving its rights with respect to the Purchase Orders.

FCA US noted that on November 18, 2016, the Debtors filed their
Plan Supplement, which contained as Exhibit 6.1.1 a list of leases
and contracts to be rejected, and as Exhibit 6.1.2 a list of
contracts to be assumed, in each case pursuant to confirmation of
the Plan.  FCA presumes the documents are the exhibits referenced
in Section 6.1 of the Plan, but that is not entirely clear from the
terms of the Plan or the Plan Supplement.

FCA said none of the Purchase Orders were included on either
Exhibit 6.1.1 or Exhibit 6.1.2 included in the Plan Supplement.  In
fact, Exhibit 6.1.1 and Exhibit 6.1.2 to the Plan Supplement do not
contain any reference to FCA or the Purchase Orders.

Given that FCA never received a Notice of Assumption or Notice of
Rejection with respect to the Purchase Orders, the filing of the
Plan Supplement on November 18, 2016, specifically Exhibit 6.1.1
and Exhibit 6.1.2 thereto, was the first time FCA was even arguably
given "notice" of the Debtors' apparent intentions with respect to
the Purchase Orders.  Thus, the deadline for FCA to object to
Debtors' apparent proposed assumption of the Purchase Agreements is
December 2, 2016 -- 14 days after receiving the Plan Supplement.
FCA has requested, but has not yet received, information from the
Debtors with respect to the Debtors' intentions with respect to the
Purchase Orders in connection with the Plan.

FCA said it is left without complete knowledge or certainty as to
its status as a counter-contract party with the Select Debtors to
the Purchase Orders and as a creditor of the Select Debtors both in
connection with proceedings relating to confirmation of the Plan
and postconfirmation.  A literal and reasonable reading of the Plan
is that each of the Purchase Orders is to be assumed pursuant to
confirmation of the Plan as such would be the effect of section 6.1
of the Plan, especially the following language (notwithstanding
that there was no Exhibit 6.1.2 attached to the Plan as filed on
the Court's docket).

FCA fully reserves its right to object to any proposed assumption,
assumption and
assignment or rejection of any and all of the Purchase Orders,
including, without limitation, cure amount, adequate assurance of
performance, and any other basis available under the Purchase
Order, the Bankruptcy Code or other applicable law.

Jeff Montgomery, writing for Bankruptcy Law360, reported that Fiat
Chrysler Automobiles joined other tentative objectors to the
Chapter 11 plan filed by UCI International LLC.  FCA US said it
took the step to protect its interests as UCI International
maneuvers through a reorganization built around a debt-for-equity
swap.

Counsel for FCA US LLC:

     Matthew P. Ward, Esq.
     WOMBLE CARLYLE SANDRIDGE & RICE, LLP
     222 Delaware Avenue, Suite 1501
     Wilmington, DE 19801
     Tel: ( 302) 252-4338

          - and -

     James A. Plemmons, Esq.
     Michael L. Dallaire, Esq.
     DICKINSON WRIGHT PLLC
     500 Woodward Avenue, Suite 4000
     Detroit, MI 48226
     Tel: (313) 223-3500
     E-mail: jplemmons@dickinsonwright.com
             mdallaire@dickinsonwright.com

                     About UCI International

UCI International, LLC, headquartered in Lake Forest, IL, designs,
manufactures, and distributes vehicle replacement parts, including
a broad range of filtration, fuel delivery systems, and cooling
systems products in the automotive, trucking, marine, mining,
construction, agricultural, and industrial vehicles markets.

UCI and its affiliates sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 16-11355) on June 1, 2016.  The Debtors are
represented by lawyers at Sidley Austin LLP.  Alvarez & Marsal
provides the company with financial advice and Moelis & Company
LLC is the Debtors' investment banker.  Garden City Group serves
as the Debtors' Claims Agent.  Wilmington Trust is the Indenture
Trustee for a  $400-million issue of 8.625% Senior Notes Due 2019.

The United States Trustee appointed an Official Committee of
Unsecured Creditors, which has retained Morrison & Foerster LLP as
proposed counsel, and Cole Schotz PC as Delaware co-counsel.
Zolfo Cooper LLC has been retained as bankruptcy consultant and
financial advisor for the Committee.

Willkie Farr & Gallagher LLP and Morris Nichols Arsht & Tunnell
LLP
represent an ad hoc group of unaffiliated noteholders of the
8.625%
senior unsecured notes issued by UCI International.

                          *     *     *

On October 13, 2016, the Debtors filed their revised joint plan of
reorganization  and accompanying disclosure statement.  On October
14, the Bankruptcy Court entered an order approving the Disclosure
Statement and directing Garden City Group to commence the
solicitation of votes on the Joint Plan.

On December 6, 2016 at 2:00 p.m. (ET), the Bankruptcy Court will
conduct a hearing on the confirmation of the Joint Plan.  The
deadline to object to and/or vote on the Joint Plan was November
28, 2016.

In addition, on October 14, 2016, the Bankruptcy Court authorized
the Debtors to commence a rights offering to holders of the
Debtors' senior notes for $30 million of new second lien secured
debt and 1.5 million shares of new common stock.  To conduct the
rights offering, the Debtors are utilizing the Depository Trust
Company's Automated Tender Offer Program.


VERSATILE SYSTEMS: Delays Filing of Annual Financial Statements
---------------------------------------------------------------
Versatile Systems Inc. (VV) is providing this bi-weekly default
status report in accordance with National Policy 12-203 Management
Cease Trade Orders ("NP 12-203") for the Management Cease Trade
Order ("MCTO") issued by the British Columbia Securities Commission
on October 31, 2016.  On November 1st, 2016, the Company announced
by way of press release that the filings of the Company's annual
financial statements for the fiscal year ended June 30, 2016 and
the related management's discussion and analysis (collectively, the
"2016 Annual Financial Statements") were not completed by the legal
deadline of October 28, 2016.  The Company made an application to
the provincial securities commissions under NP 12-203 and on
October 31, 2016, received the MCTO in respect of the late filing.
The MCTO does not affect the ability of other shareholders of the
Company to trade their securities, however, Bertrande des
Pallieres, the Executive Chairman, Chief Executive Officer and
acting Chief Financial Officer of the Company and Andrew Lynch, the
President of the Company, will not be able to trade the Company's
shares.

As previously reported, the Company's failure to file the 2016
Annual Financial Statements by the prescribed deadline is due to a
data corruption issue with its inventory count and the Company's
management, together with its audit committee will continue to
cooperate with its auditors to provide the information as soon as
possible.  The Company is not yet in a position to file the 2016
Annual Financial Statements.

The Company expects to file the 2016 Annual Financial Statements by
December 2nd, 2016.  The Company confirms that it intends to
satisfy the provisions of the alternative information guidelines
found in NP 12-203 for so long as it is delayed in filing the 2016
Annual Financial Statements.  The Company further reports that
since October 31, 2016, except as stated in this default status
report, there have not been any material changes to the information
contained in its press releases dated November 1st, 2016 and
November 15, 2016; nor any failure by Company to fulfill its
intentions as stated therein with respect to satisfying the
provisions of NP 12-203, and there are no additional defaults or
anticipated defaults subsequent to the disclosure therein, other
than the delay in filing the 2016 Annual Financial Statements.
Further, the Company confirms that, at the date hereof, it is not
aware of any other material information concerning its affairs
which has not been generally disclosed.

                         About Versatile

Versatile -- http://www.versatile.com/-- is a multi-disciplinary
technology company with solutions across the mobile software and
hardware landscape.  The company's products are utilized by Fortune
500 retailers, as well as large and small distribution companies
representing grocery, dairy, beverage and consumer packaged goods.


VESCO CONSULTING: Seeks to Hire Sponaugle as Accountant
-------------------------------------------------------
VESCO Consulting Services, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Colorado to hire an
accountant.

The Debtor proposes to hire Rick L. Sponaugle CPA LLC to oversee
its books and records, prepare income tax returns, and provide
other accounting services related to its Chapter 11 case.  The firm
will be paid an hourly rate of $125.

Rick Sponaugle, a certified public accountant, disclosed in a court
filing that his firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Rick Sponaugle
     Rick L. Sponaugle CPA LLC
     3109 35th Avenue
     Greeley, CO 80634
     Phone: (970) 330-9485

The Debtor is represented by:

     Kevin S. Neiman, Esq.
     Law Offices of Kevin S. Neiman, PC
     999 18th Street, Suite 1230 S
     Denver, CO 80202
     Tel: (303) 996-8637
     Fax: (877) 611-6839
     Email: kevin@ksnpc.com

                      About VESCO Consulting

VESCO Consulting Services, LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Colo. Case No. 16-21351) on
November 19, 2016.  The petition was signed by Michael Miller,
president.  

The case is assigned to Judge Elizabeth E. Brown.

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


WILLIAM COLE: Unsecureds To Get 16% Under 1st Amended Plan
----------------------------------------------------------
William and Milagros Cole filed with the U.S. Bankruptcy Court for
the District of Massachusetts a first amended disclosure statement
regarding the Debtor's first amended Chapter 11 plan of
reorganization.

Class 5 consists of all allowed unsecured claims, as scheduled or
as filed and allowed by the Court, against the Debtor of whatever
kind or nature, which are not included in any other class hereof,
including, without limitation, unsecured dischargeable claims of
$93,174.92.  Holders of Class 5 claims will receive on account of
the allowed amount of their claims as follows: pro rata payment of
$3,000 on an annual basis for five years starting on the effective
date for a total of $15,000 or a 16% dividend.  Class 5 is
impaired.

Prior to the commencement of the hearing on plan confirmation, the
disbursing agent will receive from the Debtor into the creditor
distribution fund an amount equal to $10,000 for payments under the
Plan to be made on the Effective Date.  The source of payment in
order to have cash on hand at the Effective Date will be from (i)
Debtor's employment income; (ii) rental income; and (iii) other
miscellaneous funds accumulated by the Debtor during the pendency
of the Chapter 11 case.  From these sources, the Debtor currently
has enough funds in his Personal DIP account.

The First Amended Disclosure Statement is available at:

           http://bankrupt.com/misc/mab16-11695-80.pdf

As reported by the Troubled Company Reporter on Sept. 28, 2016, the
Debtors on Sept. 15 filed with the Court a Chapter 11 plan of
reorganization that proposed to pay $15,000 to unsecured creditors
or an 11% dividend.

                          About The Coles

William Cole and Milagros Cole is fully employed as a software
designer.  The Debtor also owns rental property known and numbered
as 28 Ward Street, Boston, Massachusetts.

The Debtor sought Chapter 11 protection (Bankr. D. Mass. Case No.
16-11695) on May 3, 2016.  The Debtors are represented by Michael
Van Dam, Esq., at Van Dam Law LLP.


WILSONART LLC: Moody's Affirms B2 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed Wilsonart LLC's B2 Corporate
Family Rating ("CFR") following the company's announcement that it
will refinance its existing debt and pay a dividend to its
sponsors. The recapitalization will deteriorate key credit metrics,
however we anticipate positive operating performance from Wilsonart
that will offset the negative impact of the recapitalization and
help keep metrics in line with the current rating. In related
actions, Moody's assigned a B2 rating to Wilsonart's proposed
7-year $1,200 million first lien term loan. The proposed term loan
is an amendment and restatement for the company's existing term
loan B tranches maturing in 2019 (both rated B2). The amended
facility also includes a $175 million senior secured revolver due
2021 (rated B2). Proceeds from the transaction will be used to
refinance Wilsonart's existing term loan debt (ratings to be
withdrawn at closing), pay a dividend to its sponsors, and pay
related transaction fees. The outlook remains stable.

The following is a summary of Moody's ratings and rating actions
taken for Wilsonart LLC:

   -- Corporate Family Rating affirmed at B2;

   -- Probability Default Rating affirmed at B2-PD;

   -- $1,200 million senior secured first lien term loan due 2023
      assigned B2 (LGD3);

   -- $175 million senior secured revolver due 2021 assigned B2
      (LGD3).

   -- $175million senior secured revolver due 2017 withdrawn B2
      (LGD3)

Outlook Actions:

   -- Outlook, remains Stable

RATINGS RATIONALE

Wilsonart's B2 CFR reflects its improved operating performance with
stronger margins across all business segments and geographies. The
rating also accounts for Wilsonart's increased pro forma adjusted
leverage driven by a sizeable $349 million debt-financed
distribution to its main sponsors Clayton, Dubilier & Rice, LLC,
and Illinois Tool Works, Inc. Moody's views the proposed dividend
as reflective of the company's aggressive financial policy. The
proposed transaction will increase pro forma adjusted leverage to
just below 6.0x by year-end 2016, a significant deterioration from
the company's previous 4.2x metric as of September 30, 2016.
Wilsonart's pro forma leverage levels are relatively weak for the
current rating. However, our forward view projects Wilsonart
delevering towards 5.5x adjusted debt-to-EBITDA by year-end 2017 as
a result of improved profitability, and potentially some debt
reduction from free cash flow over that period (all ratios
incorporate Moody's standard accounting adjustments). The company's
solid business profile, characterized by a leading position as a
high pressure laminates and solid surfaces manufacturer and
distributor in North America, provides some offset to the higher
leverage metrics. The rating also considers Wilsonart's good
liquidity profile and Moody's expectation that the company will
continue to generate solid free cash flow during our time horizon.

The B2 rating assigned to the proposed $1,200 million first lien
term loan due 2023, the same rating as the Corporate Family Rating,
results from its position as the preponderance of debt in
Wilsonart's capital structure. This new facility replaces
Wilsonart's existing $888.1 million term loan B tranches and
extends the maturity of the term loan by about four years. The new
term loan amortizes at a very manageable 1% per year with a bullet
payment at maturity and will be secured by a first priority
interest in all tangible and intangible assets (including capital
stock of subsidiaries) of Wilsonart. The obligation is pari passu
to the company's $175 million revolving credit facility due 2021.

The stable rating outlook reflects our view that Wilsonart's credit
metrics will remain in line with its current rating as the company
continues to benefit from its leading position in the high pressure
laminates and solid surfaces market, mainly in North America. The
stable outlook also reflects Moody's expectation that Wilsonart
will maintain sufficient availability under its revolving credit
facility during the next 12 to 18 months.

WHAT COULD CHANGE RATINGS UP/DOWN

Although a rating upgrade for Wilsonart is unlikely at this point,
positive ratings actions could occur if operating performance
exceeds our expectations, resulting in improved credit metrics as
follows:

   -- Adjusted debt-to-EBITDA sustained below 4.5x.

   -- Interest coverage (measured as EBITA-to-interest expense)
      sustained above 3.0x.

   -- Moody's will also take into consideration the overall
      aggressiveness of the Wilsonart's balance sheet management.

Alternatively, negative rating actions may occur if Wilsonart's
operating performance falls below our expectations, or if the
company experiences a weakening in financial performance resulting
in the following adjusted metrics:

   -- Adjusted debt-to-EBITDA above 6.0x.

   -- Interest coverage (measured as EBITA-to-interest expense)
      declines below 1.5x.

   -- Significant debt-financed acquisitions or other shareholder-
      friendly actions that could affect the company's liquidity
      profile could adversely impact Wilsonart's rating outlook as

      well.

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

Headquartered in Austin, Texas, Wilsonart LLC ("Wilsonart") is a
manufacturer and distributor of decorative engineered surfaces for
commercial and residential markets. The company's product offering
includes high pressure laminates, solid surfaces, quartz,
adhesives, and worktops designed for construction and repair and
remodeling. Wilsonart is one of the largest players in its segment
in North America and operates in several European and Asian
markets. Clayton, Dubilier & Rice, LLC, through its respective
affiliates, owns about 51% of Wilsonart, with Illinois Tool Works,
Inc. remaining the minority equity owner with a 49% interest.
Revenues for the 12 months ended September 30, 2016 totaled about
$1,150.3 million.


WKI HOLDING: Moody's Lowers Corporate Family Rating to B3
---------------------------------------------------------
Moody's Investors Service downgraded WKI Holding Company, Inc.'s
("World Kitchen") Corporate Family Rating ("CFR") to B3 from B2 and
Probability of Default Rating ("PDR") to B3-PD from B2-PD.
Concurrently, Moody's downgraded operating subsidiary World Kitchen
LLC's senior secured first lien term loan rating to B2 from B1. The
rating outlook remains stable.

The downgrade reflects World Kitchen's weakened liquidity profile
following recent declines in operating performance and the
termination of its merger agreement with GP Investments Acquisition
Corp. Moody's anticipates a high likelihood of a covenant violation
in the next 12-18 months due to the upcoming step-down in December
2016, following less than 5% cushion under the company's leverage
covenant as of 3Q 2016 (which is its peak borrowing period). The
overall weak liquidity profile also incorporates World Kitchen's
upcoming maturities (March 2018 for the revolver and March 2019 for
the term loan). Nevertheless, credit agreement debt/EBITDA is
moderate at high-3 times (as of 3Q 2016) and Moody's expects the
company's earnings to remain stable and free cash flow to be
modestly positive in 2017.

Ration actions:

   Issuer: WKI Holding Company, Inc.

   -- Corporate Family Rating, downgraded to B3 from B2

   -- Probability of Default Rating, downgraded to B3-PD from B2-
      PD

   -- Stable outlook

   Issuer: World Kitchen LLC

   -- $90 million senior secured revolving credit facility
      expiring March 2018, downgraded to B2 (LGD3) from B1 (LGD3)

   -- $252 million ($224 million outstanding) senior secured term
      loan due March 2019, downgraded to B2 (LGD3) from B1 (LGD3)

RATINGS RATIONALE

The B3 Corporate Family Rating ("CFR") reflects the risk of a
covenant violation and approaching maturities. The rating also
incorporates company's small scale, high fixed costs and operating
risk relative to other consumer durables companies, and operations
in the highly competitive and mature housewares category. While
credit metrics are relatively good for the B3 CFR, further declines
in operating performance could make the company's ability to amend
covenants and refinance its credit facilities on timely and
economical terms less certain. Moody's expects covenant debt/EBITDA
to decline to the mid-3 times range (or low-4 times
Moody's-adjusted debt/EBITDA) by year-end 2016, from high-3 times
as of 3Q 2016 as a result of revolver repayment. Moody's projects
interest coverage to remain in the low-1 time range EBIT/interest
expense (Moody's-adjusted) and free cash flow to be modestly
positive in 2017. In addition, the rating favorably reflects the
portfolio of well-recognized housewares brands, global footprint,
and diversified distribution channels.

The stable outlook reflects Moody's expectation of about flat
earnings performance in the next 12-18 months.

The ratings could be downgraded if operating performance
meaningfully deteriorates for any reason, or if liquidity weakens,
including negative free cash flow generation. The ratings could
also be downgraded if the company does not make progress towards
refinancing its maturities in a timely manner.

The ratings could be upgraded if the company refinances its
maturities and improves its liquidity profile, including covenant
cushion. An upgrade would also require maintenance of debt/EBITDA
below 5.5 times and EBIT/interest expense above 1.3 times.

Headquartered in Rosemont, IL, WKI Holding Company, Inc. ("World
Kitchen"), along with its operating subsidiaries manufactures,
designs and markets dinnerware, bakeware, kitchen tools, rangetop
cookware, storage and cutlery products. Brands include Corelle,
Pyrex, Corningware, OLFA, Snapware, Visions, Chicago Cutlery,
Baker's Secret and others. The company markets its products
primarily in the U.S., Asia-Pacific and Canada mainly through mass
merchants, department stores, specialty retailers, company-operated
stores and the Internet. Revenues for the LTM period ended October
2, 2016 were approximately $638 million. The majority of World
Kitchen's equity is held by financial sponsors W Capital Partners
II, L.P. (36%) and Oaktree Capital Management (33%).

The principal methodology used in these ratings was "Consumer
Durables Industry" published in September 2014.



XTERA COMMUNICATIONS: Seeks to Hire DLA Piper as Legal Counsel
--------------------------------------------------------------
Xtera Communications, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to hire legal counsel.

The Debtor proposes to hire DLA Piper LLP to give legal advice
regarding its duties under the Bankruptcy Code, negotiate with
creditors, assist in the preparation of a bankruptcy plan, and
provide other legal services related to the Chapter 11 cases filed
by the company and its affiliates.

The attorneys designated to represent the Debtors and their hourly
rates are:

     Thomas Califano           Partner        $995
     Stuart Brown              Partner        $920
     Maris Kandestin           Of Counsel     $775
     Jamila Justine Willis     Associate      $785

Thomas Califano, Esq., disclosed in a court filing that his 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, Mr.
Califano disclosed that his firm has not agreed to any variations
from, or alternatives to, its billing arrangements.  

Mr. Califano also disclosed that the Debtors developed a
prospective budget for legal fees and that his firm has agreed to
work in accordance with this budget and expects to prepare a
staffing plan.

The firm can be reached through:

     Stuart M. Brown, Esq.
     Maris Kandestin, Esq.
     1201 North Market Street, Suite 2100
     Wilmington, DE 19801
     Tel: (302) 468-5700
     Fax: (302) 394-2341
     Email: stuart.brown@dlapiper.com
     Email: maris.kandestin@dlapiper.com

          -- and --

     Thomas R. Califano, Esq.
     Jamila Justine Willis, Esq.
     DLA Piper LLP (US)
     1251 Avenue of the Americas
     New York, NY 10020
     Tel: (212) 335-4500
     Fax: (212) 335-4501
     Email: thomas.califano@dlapiper.com
     Email: jamila.willis@dlapiper.com

                    About Xtera Communications

Xtera Communications and seven affiliated debtors filed for Chapter
11 protection (Bankr. D. Del. Lead Case No. 16-12577) on Nov. 15,
2016.  The company sells telecommunications-related optical
transport solutions.  The company disclosed $50.47 million in
assets and $66.45 million in total debt as of the bankruptcy
filing.

The company tapped Cowen & Company as investment banker and Epiq
Systems Inc. as claims agent.


ZAYO GROUP: S&P Puts 'B' CCR on CreditWatch Positive
----------------------------------------------------
S&P Global Ratings placed its 'B' corporate credit rating on
Boulder, Colo.-based fiber infrastructure and colocation provider
Zayo Group LLC on CreditWatch with positive implications.

The CreditWatch follows the announcement that Zayo has entered into
a definitive agreement to acquire Electric Lightwave (formerly
Integra), a facilities-based provider of communications services,
for $1.42 billion.  The transaction is projected to close in early
2017.  In S&P's view, the acquisition will further increase the
scale of the company's fiber network, and generate meaningful cost
synergies.  S&P also believes that Zayo is well positioned to take
advantage of increasing demand for bandwidth from both carrier and
enterprise customers for the foreseeable future.

S&P plans to resolve the credit watch placement in the coming
months following a meeting with management to discuss strategic
implications of the acquisition, the new capital structure going
forward, and the company's financial policy.  S&P could raise the
rating by one-notch if it feels the improvement in the business is
enough to offset modest increase in leverage.



ZODIAC POOL: Moody's Assigns B3 CFR & Rates $500MM 1st Lien Loan B3
-------------------------------------------------------------------
Moody's Investors Service assigned a first time B3 Corporate Family
Rating (CFR) and B3-PD Probability of Default Rating to Zodiac Pool
Solutions LLC. Moody's also assigned a B3 (LGD 3) rating to the
company's proposed $500 million first lien term loan and a Caa2
(LGD 5) rating to a proposed $170 million second lien term loan.
The rating outlook is stable.

Proceeds from the facilities will be used to fund the acquisition
of Zodiac Pool Holding SA and refinance its existing indebtedness.
Zodiac Pool Solutions LLC has been created for this transaction and
will hold Zodiac Pool Holding SA's North American subsidiaries.
Zodiac Pool Holding SA and Zodiac Pool Solutions LLC will be
subsidiaries of Zodiac Pool Solutions S.a.r.l. -- a holding company
being created for this transaction. Zodiac Pool Solutions S.a.r.l.,
as well as several of its non-U.S. subsidiaries, will guarantee the
obligations under the term loans issued by Zodiac Pool Solutions
LLC. The acquisition is expected to close around mid-December.

Ratings assigned:

   -- Corporate Family Rating at B3

   -- Probability of Default Rating at B3-PD

   -- Senior secured first lien term loan at B3 (LGD 3)

   -- Senior secured second lien term loan at Caa2 (LGD 5)

The rating outlook is stable.

RATINGS RATIONALE

Zodiac's B3 Corporate Family Rating reflects its small scale,
participation in a cyclical industry, and very high financial
leverage. The rating also reflects its position as one of four
primary suppliers of pool equipment and adequate liquidity.

The first lien term loan is rated B3, the same as the Corporate
Family Rating, because it represents the preponderance of debt in
the capital structure. It also has a lower priority interest
(second lien) on current assets, which are secured on a first lien
basis by the company's asset based revolving credit facility.

The second lien term loan is rated Caa2, two notches below the
Corporate Family Rating, because of the substantial amount of
priority debt in the capital structure.

The stable outlook reflects Moody's expectation that Zodiac's scale
will remain modest and that financial leverage will remain high.

Ratings could be downgraded if the company faces operating
challenges, margins decline, liquidity deteriorates, or debt to
EBITDA increases above 7.0 times.

Ratings could be upgraded if the company can profitably grow its
scale, maintain good liquidity, and sustain debt to EBITDA below
5.0 times.

Zodiac, along with Zodiac Pool Solution S.a.r.l., designs,
manufactures, and sells equipment for pools. Total sales for the
Zodiac group of companies was EUR466 million for the 12 months
ended September 30, 2016. Its largest markets are the U.S.
(approximately 62% of sales), France (10%), and Australia (10%).

The principal methodology used in these ratings was Consumer
Durables Industry published in September 2014.



ZOHAR CDO 2003: MBIA Finds New Investment to Cover Losses
---------------------------------------------------------
Andrew Scurria, writing for The Wall Street Journal Pro Bankruptcy,
reported that with one of Lynn Tilton's Zohar funds on the auction
block, MBIA Insurance Corp. creditors struck a $363 million deal to
help the insurance company absorb an expected default on another of
her soured investment vehicles.

According to the report, MIC, the structured-finance subsidiary of
financial guarantor MBIA Inc., said on November 28 it had raised
$325 million in rescue financing from a group of so-called surplus
noteholders to cover a guaranteed claims payment on Zohar debt.
The parent company will also kick in at least $38 million and up to
$88 million under the proposed transaction toward the Zohar
maturity, giving MIC a lifeline to avoid defaulting itself.

The insurer still needs to secure several regulatory approvals,
including from the New York Department of Financial Services and
the U.K.'s Financial Conduct Authority, the report related.

"The surplus noteholders likely think that MIC is worth more to
keep it out of liquidation," Chas Tyson, vice president at
investment bank and broker-dealer Keefe, Bruyette & Woods, told
WSJ.  "My guess is they think there's some value there, and that
value will only be realized if you extend the life of MIC."

If a monoline insurer fails to make policyholders whole, its
regulator can restructure its debts via rehabilitation, a
quasi-bankruptcy process that helped save Financial Guaranty
Insurance Company and Ambac Assurance Corp. from extinction after
the financial crisis, the report further related.  Rehabilitations
can bring years of delay and litigation, the report said.  Surplus
notes, which are treated as equity interests, are subordinated in
such a restructuring, the report added.

                     About Zohar CDO 2003-1

Patriarch Partners XV, LLC, filed involuntary Chapter 11
bankruptcy
petitions against Zohar CDO 2003-1, Corp., Zohar CDO 2003-1,
Limited and Zohar CDO 2003-1, LLC (Bankr. S.D.N.Y. Case Nos.
15-23681 to 15-23682) on Nov. 22, 2015.

Patriarch Partners disclosed that it has filed, through one of its
affiliates, an involuntary Chapter 11 petition for Zohar CDO
2003-1, Limited.  Patriarch is Zohar I's largest creditor, holding
$286.5 million face amount of Zohar I notes.  Patriarch has placed
Zohar I into Chapter 11 in order to protect Zohar I and Patriarch
from the efforts of MBIA Inc. and MBIA Insurance Corporation,
another creditor of Zohar I, to obtain Zohar I's assets for
itself.

Patriarch claimed it has been forced to pursue this route because
of MBIA's fraudulent scheme to induce Patriarch XV to spend over
$103 million to buy out a third-party noteholder in Zohar-I to
facilitate a restructuring of Zohar-I.

Lynn Tilton is CEO of Patriarch.

Patriarch's restructuring counsel is Skadden, Arps, Slate, Meagher
& Flom LLP and its financial advisor is Moelis & Co.


ZUCKER GOLDBERG: Committee Wants Exclusivity Period Ended
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Zucker, Goldberg &
Ackerman, LLC asks the U.S. Bankruptcy Court for the District of
New Jersey to terminate the Debtor's exclusive periods to file a
chapter 11 plan and solicit acceptances to the plan.

The Official Committee tells the Court that they want authorization
to file and solicit a Committee-sponsored plan of reorganization.

The Official Committee contends that exclusivity is a privilege,
the continuation of which must be earned by the Debtor.  The
Official Committee further contends that the Debtor's misdeeds,
specifically those of Michael Ackerman, mandate the termination of
exclusivity.

The Official Committee tells the Court that the Examiner, a
distinguished former bankruptcy judge, has concluded that Mr.
Ackerman, among other things, engaged in self-dealing conduct
pre-petition at the expense of the creditor body.

The Official Committee asserts that Mr. Ackerman has distributed to
himself approximately $90,000 in salary and caused the Debtor to
pay his personal American Express bills, along with other personal
expenses, including leased cars for himself and his family, and
health and medical insurance premiums.

The Official Committee avers that given Mr. Ackerman's utter and
complete failure to observe his fiduciary duties,including his
fiduciary duty to maximize the value of the estate, cause exists
under section 1104(a) to appoint a chapter 11 trustee.  It further
avers that the  appointment of a trustee will merely prolong the
case, and that the Committee seeks to terminate the Debtor's
exclusivity for cause.

The Official Committee of Unsecured Creditors is represented by:

          David J. Adler, Esq.
          Matthew B. Heimann, Esq.
          MCCARTER & ENGLISH, LLP
          Four Gateway Center
          100 Mulberry Street
          Newark, NJ 07102
          Telephone: (973) 622-4444
          Email: dadler@mccarter.com
                 mheimann@mccarter.com

            About Zucker, Goldberg & Ackerman, LLC

Formed in 1923 as Zucker & Goldberg, the law firm Zucker, Goldberg
& Ackerman, LLC, was primarily engaged in the representation of
lenders and secured parties in foreclosure matters, insolvency
proceedings and related matters. The sole members of ZGA are
Michael S. Ackerman, Esq. and Joel Ackerman, Esq. Michael S.
Ackerman is the managing member of the firm. ZGA's primary offices
are in Mountainside, New Jersey.

Zucker, Goldberg & Ackerman, LLC, sought Chapter 11 protection
(Bankr. D.N.J. Case No. 15-24585) in Newark, New Jersey, on Aug. 3,
2015, to complete the orderly liquidation of the business.

The case is assigned to Judge Christine M. Gravelle.

The Debtor disclosed total assets of $11.5 million and total
liabilities of $53.3 million as of June 30, 2015.

ZGA tapped Wasserman, Jurista & Stolz, P.C. as bankruptcy counsel;
Brown, Moskowitz & Kallen, P.C., as special litigation counsel;
Genova Burns as labor counsel; and BMC Group, Inc., as noticing and
balloting agent.

On Aug. 17, 2015, an Official Committee of Unsecured Creditors was
appointed by the Office of the United States Trustee. The Committee
on Oct. 15, 2015, won approval to retain McCarter & English, LLP
("McCarter") to serve as Committee counsel, effective as Aug. 14,
2015.

                   *     *     *

The Debtor in December 2015 filed a "Plan of Orderly Liquidation"
which provides for the wind down of the firm's business. The Plan
was put on hold pending the issuance of a report by the examiner.

The Court on Feb. 8, 2016, entered an order approving the Acting
U.S. Trustee's appointment of former bankruptcy judge Donald H.
Steckroth, Esq., as examiner. The Creditors Committee sought an
examiner to investigate possible claims against current and former
members of the bankrupt foreclosure law firm and related
"insiders."


[*] Nicholas Foley Joins McKool Smith's Dallas Office as Principal
------------------------------------------------------------------
McKool Smith, a trial firm, on Dec. 1, 2016, disclosed that
bankruptcy litigator Nicholas Foley has joined the firm as a
principal in its Dallas office.  Mr. Foley has more than 25 years
of experience representing both plaintiffs and defendants in
multi-million dollar disputes, in bankruptcy court and in follow-on
litigation, and has tried a number of cases in federal, state, and
bankruptcy courts as well as in arbitration proceedings.

Prior to joining McKool Smith, Mr. Foley was a name partner at the
Dallas, Texas-based law firm of Neligan Foley, LLP where he
represented receivers in various matters arising from the Stanford
insolvency, as well as the receiver for Idearc Litigation Trust, in
a multi-billion dollar claim against a leading telecommunications
company.  He has also represented a Chapter 11 Trustee in a D&O
claim arising from the Tecnet bankruptcy, and represented various
bondholders in a major case against a bank relating to the Global
Crossing bankruptcy, among other cases.  Mr. Foley has represented
the receiver and liquidator in a major cross-border insolvency
proceeding, and also represented debtors, trustees, and creditors
in significant bankruptcy cases in various bankruptcy courts,
including in Texas and New York.  He has also represented a number
of clients in complex real estate insolvency matters.

In addition to bankruptcy matters, Mr. Foley has represented
clients in complex commercial litigation in numerous state and
federal courts, including matters involving oil and gas disputes,
contract claims, and breach of duty claims.  He recently served as
a member of the Plaintiff's Steering Committee for Individual
Consumer Plaintiffs in the case In Re: Volkswagen Clean Diesel
Litigation MDL matter pending in Travis County Texas.

"Nick is a highly-skilled trial lawyer with significant experience
in complex bankruptcy matters and related litigation," said David
Sochia, Managing Principal of McKool Smith.  "I am pleased to
welcome him to the firm and have no doubt that he will be an
excellent addition to our bankruptcy practice."

"When you think of McKool Smith, what immediately comes to mind is
'trial powerhouse,'" Mr. Foley explained when discussing what
attracted him to the firm.  "The firm's reputation alone provides
an advantage to clients who want to be assured that their lawyers
are willing to go the distance for them.  The firm also has a
strong national profile and a significant coast-to-coast presence
in New York and California, which made the move even more
attractive for my practice."

With more than 180 trial lawyers across offices in Austin, Dallas,
Houston, Los Angeles, Marshall, New York, Silicon Valley, and
Washington, D.C., McKool Smith has established a reputation as one
of America's leading trial firms.  Since 2006, the firm has secured
nine nine-figure jury verdicts and ten eight-figure jury verdicts.
The firm has also won more VerdictSearch and The National Law
Journal "Top 100 Verdicts" over the last ten years than any other
law firm in the country.  Courtroom successes like these have
earned McKool Smith critical acclaim and helped the firm become
what The Wall Street Journal describes as "one of the biggest law
firm success stories of the past decade."  McKool Smith represents
clients in complex commercial litigation, intellectual property,
bankruptcy, and white collar defense matters.


[*] Nick Foley Joins McKool Smith's Dallas Office
-------------------------------------------------
Melissa Daniels, writing for Bankruptcy Law360, reported that Nick
Foley, a 25-year veteran of bankruptcy and follow-on litigation, is
joining McKool Smith PC as a principal at its Dallas office after
leaving a smaller firm where he was a name partner, the firm
announced on Nov. 30, 2016.

At Neligan Foley LLP, he specialized in representing receivers,
trustees, bondholders and liquidators, as well as clients in
complex real estate insolvency matters.  Mr. Foley told Law360 that
while the small shop is skilled at what it does, he was attracted
to the litigation chops and extensive resources of McKool Smith.

His former firm has now been renamed Neligan LLP.

According to his profile at McKool Smith, Mr. Foley focuses his
practice on insolvency litigation, with a particular emphasis on
plaintiffs' claims arising from insolvency proceedings.  He has
more than 25 years of experience representing both plaintiffs and
defendants in multi-million dollar disputes, both in bankruptcy
court and in follow-on litigation.  He has tried a number of cases
in federal, state and bankruptcy courts as well as in arbitration
proceedings.

Prior to joining McKool Smith, Mr. Foley represented receivers in
various matters arising from the Stanford insolvency, as well as
the receiver for Idearc Litigation Trust, in a multi-billion dollar
claim against a leading telecommunications company. He also
represented a Chapter 11 Trustee in a D&O claim arising from the
Tecnet bankruptcy, and represented various bondholders in a major
case against a bank relating to the Global Crossing bankruptcy,
among other cases.  Mr. Foley has represented the receiver and
liquidator in a major cross-border insolvency proceeding, and also
represented debtors, trustees, and creditors in significant
bankruptcy cases in various bankruptcy courts, including in Texas
and New York.  He has also represented a number of clients in
complex real estate insolvency matters.

In addition to bankruptcy matters, he has represented clients in
complex commercial litigation in numerous state and federal courts,
including matters involving oil and gas disputes, contract claims,
and breach of duty claims.  He recently served as a member of the
Plaintiff's Steering Committee for Individual Consumer Plaintiffs
in the case In Re: Volkswagen Clean Diesel Litigation MDL matter
pending in Travis County Texas.

At McKool Smith, he may be reached at:

     Nicholas Foley, Principal
     McKool Smith
     300 Crescent Court, Suite 1500
     Dallas, TX 75201
     Tel: 214.978.4944
     Fax: 214.978.4044
     E-mail: nfoley@mckoolsmith.com


[*] UpRight Law Offers Pro-Bono Chapter 7 Bankruptcy Services
-------------------------------------------------------------
UpRight Law, the first national online consumer law firm in the
country, on Dec. 1, 2016, announced their holiday commitment to
help veterans and their families with pro-bono bankruptcy services
(Chapter 7) through the month of December.

UpRight Law is offering to help one veteran and the veteran's
immediate family for each day of the month of December, with a
total of 31 cases.

"Many families struggle through financial hardship and
unfortunately veterans and their families are no exception," said
attorney Jason Allen, Chief Operating Officer, UpRight Law.
"UpRight wants to give back to those who have sacrificed
tremendously to serve our country.  We have the skills and
resources to help veterans re-set and chart better finan cial paths
for their futures.  This is the beginning of our pro-bono
initiatives where we'll leverage our technology platform to serve
more Americans."

To be eligible for the service, veterans are required to:

   -- Pay the court required filing fee of $335
   -- Meet with their attorney at their office with all the
documents required for filing within seven days of getting started
   -- Provide DD214 as proof of United States military veteran
status

If interested, veterans can sign up by filling out the form on this
site:
https://www.uprightlaw.com/upright-laws-annual-holiday-commitment-for-our-veterans-and-their-families

UpRight Law has contributed to local Chicago causes, such as the
Chicago Volunteer Legal Services Foundation, Autism Speaks, Chicago
Cares, and local Chicago shelters for clothing drives during the
holiday season.

                        About UpRight Law

Founded in 2013, UpRight Law is the first national online consumer
law firm in the United States with more than 350 local partner
attorneys across all 50 states.  UpRight's social mission is to
bring access to justice to millions of hardworking Americans by
using technology to remove the most common obstacles that prevent
consumers from receiving high-quality and affordable legal
representation.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2016.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
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are $25 each.  For subscription information, contact Peter A.
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                   *** End of Transmission ***