TCR_Public/161212.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, December 12, 2016, Vol. 20, No. 346

                            Headlines

21ST CENTURY ONCOLOGY: Moody's Cuts Corporate Family Rating to Ca
362 ROUTE 108: DOJ Watchdog Directed to Appoint Ch. 11 Trustee
4522 KATELLA: Taps InSite Real Estate to Sell Wichita Apartments
4LICENSING CORP: Court Allows Cash Collateral Use
ABEINSA HOLDING: Delaware Court Dismisses Biomass of Kansas Case

ACCO BRANDS: Moody's Assigns B1 Rating on $400MM Sr. Unsec. Notes
ALL PHASE STEEL: Court Allows Cash Collateral Use Until Dec. 31
ALLIED INJURY: U.S. Trustee Names D. Goodrich as Ch. 11 Trustee
AMERICAN APPAREL: Committee Balks at DIP Loan Terms
AMERICAN MIDSTREAM: S&P Assigns 'B' CCR; Outlook Stable

ANGELS OF THE VALLEY: Expects Patient Census Increase, PCO Says
ANTERO RESOURCES: Moody's Assigns Ba3 Rating on Sr Unsecured Notes
AP&E PROPERTIES: U.S. Trustee Unable to Appoint Committee
ARMADA WATER: Sale of Ector County Property for $250K Approved
ASSIST-MED INC: Unsecureds To Recover 100% in 60 Months

ASTORIA ENERGY: S&P Lowers Rating to 'BB-' on Weak Power Pricing
BEAR CREEK: Ch. 11 Trustee Can Continue Using Cash Until Dec. 14
BERNARD L MADOFF: 2nd Cir. Tosses Appeal in ERISA Suit
BOATYARD RENTALS: Wants Court Approval for Cash Collateral Use
BON-TON STORES: Incurs $31.6 Million Net Loss in Third Quarter

BSG HOLDINGS: Sitex Buying West Caldwell Property for $1.8 Million
BUCKTAIL MEDICAL: Patient Care Ombudsman Files 6th Report
BUFFETS LLC: Summit Towne Tries To Block Approval of Disclosures
BUFFETS LLC: Wells Fargo Bank Tries To Block Plan Outline Okay
CABLE & WIRELESS: Fitch Assigns 'BB-' IDR; Outlook Stable

CAMP INTERNATIONAL: S&P Affirms Then Withdraws 'B-' CCR
CCC OF FAIRPLAY: No Problems Observed, PCO 2nd Report Says
CHANNEL CONSTRUCTION: Court Allows Over $20K in Atty's Fees
CHANNEL TECHNOLOGIES: Omnibus Assets Sale Procedures Approved
CHC GROUP: Delaware Trust Joins Creditors' Panel

CHICAGO FIRE BRICK: Continental Loses Partial Summary Judgment Bid
CHICAGO: Fitch Rates School Bonds "A," Raises Bankruptcy Specter
CIT GROUP: Fitch Affirms 'BB+/B' Issuer Default Ratings
CITICARE INC: PCO to File 20th Period Report on Dec. 16
CITIES GRILL: Court Denies Cash Collateral Use For Being Moot

CLEAR CREEK RETIREMENT: Plan Hearing Set for Dec. 19
CLINICA SANTA ROSA: Edna Diaz De Jesus Appointed as PCO
COMSTOCK RESOURCES: May Issue 2.5-Mil. Shares Under Incentive Plan
CONNEAUT LAKE VOLUNTEER: DOJ Watchdog Directed to Appoint Trustee
CORDERO CORDERO: Disclosures Okayed, Plan Hearing on Dec. 13

COSI INC: Can Hire DLA Piper as Special Counsel
COSI INC: Can Use Cash Collateral Until Dec. 14 Hearing
COSI INC: Court Approves $4.53-Million DIP Loan
COUDERT BROTHERS: Confirmation of Varanese Award Recommended
CS MINING: Wants Addition $2.65-Mil. Tailings DIP Loan

CUMULUS MEDIA: Crestview Partners Holds 30.2% of Class A Shares
CUMULUS MEDIA: Inks Refinancing Support Agreement with Noteholders
DAVID WINSTON: Seeks to Hire Kilmer Crosby as Legal Counsel
DENNIS RAY JOHNSON: Briefing Schedule on Bid to Dismiss Entered
DOWLING COLLEGE: U.S. Trustee Forms 3-Member Committee

DREW TRANSPORTATION: Trustee Ordered to Refund $20,000 to T&C
DUFOUR PASTRY: Seeks to Hire A. Gross as Accountant
E & E ENTERPRISES: Selling Personal Property by Public Auction
EAGLE INC: Court Denies Approval of Disclosure Statement
EL PRIMERO: Court to Hold Plan-Related Hearing on Dec. 13

EL REFUGIO: Seeks to Hire Avanesian Law Firm as Legal Counsel
EQUINIX INC: Moody's Assigns Ba2 Rating on Sr Secured Term Loan B
EQUINIX INC: S&P Retains 'BB+' Corporate Credit Rating
EQUIPMENT ACQUISITION: FDIC Wins Summary Judgment
ESSEX CONSTRUCTION: Ch. 11 Trustee Sought to Probe Fund Transfer

FLEX ACQUISITION: Moody's Assigns B2 CFR, Outlook Negative
FOREST PARK REALTY: Purchaser Wins Summary Judgment
FRONTIER COMMUNICATIONS: S&P Puts 'BB-' Ratings on Watch Neg.
FUNCTION(X) INC: Presented at 9th Annual LD Micro Conference
GEORGE MARTIN ANAST: Unsecureds To Recover 100% Over Five Years

GLACIERVIEW HAVEN: Trustee Wants Secured Postpetition Loan
GLYECO INC: Appoints Ian Rhodes as Chief Executive Officer
GLYECO INC: Stockholders Elect Seven Directors
GO DADDY: Moody's Affirms Ba3 Corporate Family Rating
GRATON ECONOMIC: S&P Raises ICR to 'BB-' on Stronger Performance

GREAT AMERICAN MINT: Taps Marshack Hays as Special Counsel
GUIDED THERAPEUTICS: Enters Into Exchange Agreement with GPB Debt
HAMPSHIRE GROUP: Can Use Cash Collateral on Interim Basis
HEBREW HEALTH: Court Allows Cash Collateral Use Until Dec. 16
HEENA HOSPITALITY: Unsecureds To Get $1K A Month Over 5 Years

HEYL & PATTERSON: DOJ Watchdog Directed to Appoint Ch. 11 Trustee
HOLY NAZARENE DELIVERANCE: Taps Morse Geller as Legal Counsel
HS GROUP: S&P Affirms 'B' CCR & Revises Outlook to Stable
IGNACIO VILLARREAL MOYA: Unsecureds To Get $4,000 Under Plan
ILLINOIS POWER: Case Summary & 20 Largest Unsecured Creditors

ILLINOIS POWER: Files for Ch. 11 Bankruptcy With Prepackaged Plan
INFORMATION RESOURCES: Moody's Affirms B2 Corporate Family Rating
INGRAM MICRO: Moody's Cuts Senior Unsecured Debt Ratings to Ba1
INTEGRITY MILLWORK: U.S. Trustee Forms 3-Member Committee
IRELAND NEEDLECRAFT: Cash Collateral Use on Final Basis OK

ITUS CORPORATION: Announces Cancer Patient Efficacy Study Results
ITUS CORPORATION: Incurs $5.01 Million Net Loss in Fiscal 2016
J TASTE: Unsecured Tax Claimholders To Get $16,390.47 Plus 4.25%
JACK GRANT: BoNY To Get $3,293 Monthly for 30 Years at 4.4%
JEVIC HOLDING: Supreme Court Begins Hearing on Drivers' Appeal

JOEL G. SOLIS: IRS To Be Paid in Full Over 7 Years at 3%
KEY ENERGY: Bankruptcy Court Confirms Plan of Reorganization
KUBCO DECANTER: Sale Procedures for Assets Approved
LA PALOMA GENERATING: Ch.11 Filing Caught Creditors by Surprise
LA PALOMA GENERATING: Dec. 19 Meeting Set to Form Creditors' Panel

LA PALOMA GENERATING: Seeks to Hire Epiq as Claims Agent
LA PALOMA: Seeks Authority to Use SunTrust Bank Cash Collateral
LIBERTY CABLEVISION: Fitch Assigns 'B+' IDR; Outlook Stable
LIMITLESS MOBILE: Arranges $4-Mil. DIP Loan From Tower Bridge
LIMITLESS MOBILE: Dec. 16 Meeting Set to Form Creditors' Panel

LIMITLESS MOBILE: Seeks Court Approval for Cash Collateral Use
LOVE AND WAR: Seeks to Hire Scheef & Stone as Legal Counsel
MAGNETATION LLC: ERP Buying Remaining Assets for $22.5 Million
MAGNETATION LLC: Files Motion to Sell Assets to ERP Iron Ore
MARIA SPERA: Sale of Hamilton Township Property for $435K Approved

MARION AVENUE: Unsecureds To Be Paid in Full in Two Payments
MATRIX LUXURY: Wants to Use La Familia Cash Collateral
MEDAK TRUCKING: Seeks to Hire Alan Atkins as Appraiser
MGM RESORTS: Signs Employment Agreements With President and COO
MICHAEL CARTER: Unsecureds To Recoup 30% Under Plan

MONTREIGN OPERATING: S&P Rates Proposed $70MM 1st-Lien Loan 'B-'
MOSAIC ALTERNATIVE: US Trustee Forms 3-Member Committee for Unit
MUNIRE FURNITURE: Former CFO Gets 17 Years Jail Time for Fraud
NEP/NCP HOLDCO: Moody's Affirms B2 Corporate Family Rating
NOBLE ENVIRONMENTAL: Court Confirms Ch. 11 Plan

NUANCE COMMUNICATIONS: Moody's Assigns Ba3 Rating on Unsecured Debt
NUANCE COMMUNICATIONS: S&P Assigns 'BB-' Rating on $500MM Notes
OMNI LOOKOUT: Wants to Use LB-UBS Cash Collateral
P & L GAS: To Contribute $7.2K to Escrow Account for Unsecureds
PALMAZ SCIENTIFIC: Court Refuses to Enjoin Turnbull Investors Suit

PARKLAND FUEL: DBRS Confirms BB Rating on Senior Unsecured Notes
PATRIOT COAL: Court Dismisses Clawback Suit vs. W. Va. Tax Dept.
PBA EXECUTIVE: Seeks to Hire McMahon as Legal Counsel
PGX HOLDINGS: S&P Affirms 'B+' Rating on Sec. 1st-Lien Term Loan
PINK TRANSPORTATION: Seeks to Hire Jamison as Legal Counsel

PREMIER WELLNESS: Unsecureds To Recoup 5% Under Plan
PRO RESOURCES I: Can Get $1-Mil. DIP Financing on Final Basis
PROCARE MOBILE: Whistleblower Seeks Sanctions vs. Witness
PROGRESSIVE ACUTE: Seeks to Hire TFG Consulting as Accountant
PUBLICK HOUSE: Sale of Property to Chester PHH for $4.3M Approved

QUANTUM CORP: Starboard Value Reports 9.9% Stake as of Dec. 5
RALPH WASHINGTON PRESSLEY: Dec. 20 Plan Confirmation Hearing
RAY MARVIN GOTTLIEB: DOJ Watchdog Directed to Appoint Trustee
RED RIVER: Unsecureds to Recoup 100% in 216 Months
RESIDENTIAL CAPITAL: Court Won't Reconsider Invest Vegas Order

REXNORD: Moody's Affirms B2 Corporate Family Rating
RMPC HABILITATIVE: Unsecureds To Recoup 50% Under Plan
RMS TITANIC: Asks Court to Approve Cash Use Through March 31
RONALD JAMES BLABER: Expects Ch. 11 Case To Close in January
ROYAL FLUSH: Seeks to Hire C & H Accounting

RUE21 INC: S&P Lowers CCR to 'CCC' on Weakened Liquidity
SALTY DOG: Hearing on Plan Outline Set for Jan. 12
SBN FOG CAP: Bid to Quash Subpoenas Filed in Wrong Court
SINGLETON CREEK: Seeks to Hire Douglas Jacobson as Legal Counsel
SIRGOLD INC: U.S. Trustee Forms 5-Member Committee

SIRIUS INTERNATIONAL: Fitch Affirms 'BB+' Rating on $250MM Shares
SLAYTON FAMILY: Court Allows Cash Collateral Use on Interim Basis
SMITHFIELD FOODS: Moody's Affirms Ba2 Corporate Family Rating
SOUTHERN TAN: Asks Court to Approve Use of IRS Cash Collateral
SPECTRUM HEALTHCARE: Use of Cash Collateral on Interim Basis OK

STONE OAK: Court Dismisses Ch. 11 Case
SUNOPTA FOODS: Moody's Assigns B3 Corporate Family Rating
SUTTON LUMBER: Seeks to Hire Marsh Risk as Appraiser
SWING HOUSE: Can Use Cash Collateral on Final Basis Until Feb. 11
TCR III INC: PCO Files Report on Amerisist of Manassas Facility

TERVITA CORP: S&P Raises CCR to 'B-' on Restructuring Approval
TIHI RESTAURANT: Seeks to Hire Tischler as Legal Counsel
TOWNSIDE CONSTRUCTION: Disclosures Conditionally Approved
V & L TOOL: Wants to Continue Using GE Healthcare Cash Collateral
VANGUARD HEALTHCARE: PCO Files 3rd Report Regarding 14 Facilities

VIGNAHARA LLC: To Recover 10% By End of 2017
VIRGIN ISLANDS PFA: S&P Cuts Sr.-Lien Fund Notes Rating to BB
VIRGIN ISLANDS PFA: S&P Lowers Rating on GRT Loan Notes to 'B'
VTR FINANCE: Fitch Assigns 'BB-' IDR & Rates USD1.4BB Notes 'BB-'
WALTER H. BOOTH: Wants to Continue Using Ocwen Cash Until Feb. 28

WERTHAN PACKAGING: U.S. Trustee Forms 3-Member Committee
WHITESBURG REALTY: Allowed to Continue Using Cash Until Dec. 31
WHOLELIFE PROPERTIES: Ch. 11 Trustee Sought Amid Mismanagement
WINNERS SPORTS BAR: Court Confirms Ch. 11 Plan
WS STORES CORP: Disclosures Okayed, Plan Hearing on Dec. 13

ZIP'S WISEGUYS: Allowed to Use Cash Collateral on Final Basis
[*] Contractor Bankruptcies Have Ripple Effect on Infrastructure
[*] Federal Reserve to Release Final Version of Bank Rule
[*] Rion Vaughan Joins McDonald Hopkins' Restructuring Department
[^] BOND PRICING: For the Week from Dec. 5 to 9, 2016


                            *********

21ST CENTURY ONCOLOGY: Moody's Cuts Corporate Family Rating to Ca
-----------------------------------------------------------------
Moody's Investors Service, downgraded 21st Century Oncology's
Probability of Default Rating (PDR) to D-PD from Caa3-PD to reflect
interest payment default on its unsecured notes. Concurrently,
Moody's downgraded the company's Corporate Family Rating (CFR) to
Ca from Caa3, the first lien credit facility to Caa2 from Caa1 and
the unsecured notes rating to C from Ca. The Speculative Grade
Liquidity rating was affirmed at SGL-4. The ratings outlook is
negative.

RATINGS RATIONALE

The company failed to make a semi-annual interest payment
(approximately $20 million) on its unsecured notes on November 1,
2016, or within the 30 day cure period. This resulted in a default
under the notes indenture and a cross-default under the company's
credit agreement. Furthermore, the company did not complete the
second capital raise requirement of $25 million as of November 30,
2016, triggering an additional event of default. Moody's views the
company's current capital structure as unsustainable given
profitability pressures, annual interest expense of around $100
million and negative free cash flow. The Probability of Default
Rating of D-PD reflects the default and the Corporate Family Rating
of Ca reflects Moody's view of an average recovery for lenders in
default.

21st Century signed a forbearance agreement on December 6, 2016,
with certain noteholders and lenders to provide all parties with
additional time to negotiate a transaction support agreement to
remedy the events of default. However, it is uncertain if the
company will reach such an agreement by the required deadline of
December 15, 2016, or at all. Moody's views the forbearance
agreement as default avoidance and still considers the interest
payment/capital raise requirement in default.

The following ratings were downgraded:

   -- Corporate Family Rating, downgraded to Ca from Caa3

   -- Probability of Default Rating, downgraded to D-PD from Caa3-
      PD

   -- $125 Million Senior Secured Revolving Credit Facility due
      2020, downgraded to Caa2 (LGD2) from Caa1 (LGD2)

   -- $610 Million Senior Secured Term Loan due 2022, downgraded
      to Caa2 (LGD2) from Caa1 (LGD2)

   -- $360 Million Senior Unsecured Notes due 2023, downgraded to
      C (LGD5) from Ca (LGD5)

The following rating was affirmed:

   -- Speculative Grade Liquidity Rating at SGL-4

The negative outlook reflects Moody's view that the company's
capital structure is not sustainable and that recovery rates could
deteriorate if operating performance does not improve.

The ratings could be downgraded if 21st Century is unable to
refinance its capital structure, undertakes a debt restructuring,
or files for creditor protection, or if recovery expectations for
debt holders worsens.

The ratings could be upgraded following a restructuring if a
material amount of debt is eliminated and liquidity improves,
resulting in a more sustainable capital structure.

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

21st Century is an integrated cancer care company that as of
September 30, 2016, operated 180 radiation therapy centers in the
US (about 90% of revenue) and Latin America (10%). The company's
revenue for the twelve months ended September 30, 2016, was
approximately 1.1 billion. 21st Century is owned by Vestar Capital
and the Canada Pension Plan Investment Board is a major preferred
equity owner.


362 ROUTE 108: DOJ Watchdog Directed to Appoint Ch. 11 Trustee
--------------------------------------------------------------
Chief Bankruptcy Judge Bruce A. Harwood of the U.S. Bankruptcy
Court for the District of New Hampshire entered an Order directing
the U.S. Trustee to appoint a disinterested Chapter 11 Trustee for
362 Route 108 Realty Trust.

The entry of the Order is proper upon showing of good cause and a
showing that the Court finds that the U.S. Trustee has established
cause to authorize the appointment of a Chapter 11 Trustee for the
Debtor.

           About 362 Route 108 Realty Trust

362 Route 108 Realty Trust sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D.N.H. Case No. 16-11405) on October 3,
2016.  The petition was signed by G. Brandt Atkins, trustee.  

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

The Debtor hired William S. Gannon, PLLC, as legal counsel.


4522 KATELLA: Taps InSite Real Estate to Sell Wichita Apartments
----------------------------------------------------------------
4522 Katella Avenue, LLC received approval from the U.S. Bankruptcy
Court for the District of Kansas to hire InSite Real Estate Group.

The firm will serve as mortgage broker in connection with the sale
of the Debtor's apartment complex located at 1625 S. Beech Street,
Wichita, Kansas.  

InSite will get a commission of 10% of the final sales price of the
property.

The Debtor had previously employed the firm in connection with the
sale of two apartment complexes located at 928 North Carter and
1212 South Longfellow, Wichita.  

                    About 4522 Katella Avenue

Long Beach, California-based 4522 Katella Avenue, LLC, was formed
by James Rainboldt and his mother, Lois Rainboldt, in 2002.  It
owns three apartment complexes.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ks. Case No. 15-12107) on Sept. 25, 2015.

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

4522 Katella is represented by David G. Arst, at Arst & Arst, P.A.


4LICENSING CORP: Court Allows Cash Collateral Use
-------------------------------------------------
Judge Terrance L. Michael of the U.S. Bankruptcy Court for the
Northern District of Oklahoma authorized 4Licensing Corporation to
use cash collateral.

The Debtor previously sought authorization to use the cash
collateral of its creditors, the Prescott Group Aggressive Small
Cap Master Fund, G.P. and the Leslie G. Rudd Living Trust.  The
Debtor is indebted to Prescott Group in an amount not exceeding
$1,800,000 and to the Leslie G. Rudd Living Trust in the amount of
$95,000.

The Debtor told the Court that it needed to use cash to engage in
its limited business activities primarily to pay the costs and
expenses of administering its bankruptcy case such as fees due to
the U.S. Trustee and satisfy its postpetition liabilities.

A full-text copy of the Order, dated Dec. 7, 2016, is available at

http://bankrupt.com/misc/4LicensingCorp2016_1611714m_43.pdf

                 About 4Licensing Corporation

4Licensing Corp. is a licensing company specializing in specialty
brands, technologies and youth-oriented markets.

4Licensing Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Okla. Case No. 16-11714) on Sept. 21,
2016.  The petition was signed by Phil Frohlich, president.  The
case is assigned to Judge Terrence L. Michael.

At the time of the filing, the Debtor disclosed $867,142 in assets
and $2.11 million in liabilities.

Neal Tomlins, Esq., of Tomlins & Peters, PLLC, represent the
Debtor.


ABEINSA HOLDING: Delaware Court Dismisses Biomass of Kansas Case
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware dismissed
the chapter 11 case of In re Abengoa Bioenergy Biomass of Kansas,
LLC (Case No. 16-10876).

Notwithstanding Section 349 of the Bankruptcy Code, all orders
entered in the Abengoa Bioenergy Biomass of Kansas Case prior to
the Dismissal Date will survive and remain effective after such
date, Judge Kevin Carey said.

                       About Abengoa S.A.

Spanish energy giant Abengoa S.A. is a leading engineering and
clean technology company with operations in more than 50
countries worldwide that provides innovative solutions for a
diverse range of customers in the energy and environmental
sectors.  Abengoa is one of the world's top builders of power
lines transporting energy across Latin America and a top
engineering and construction business, making massive renewable-
energy power plants worldwide.

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

On Nov. 25, 2015, in Spain, Abengoa S.A. announced its intention
to seek protection under Article 5bis of Spanish insolvency law,
a pre-insolvency statute that permits a company to enter into
negotiations with certain creditors for restricting of its
financial affairs.  The Spanish company is facing a March 28,
2016, deadline to agree on a viability plan or restructuring plan
with its banks and bondholders, without which it could be forced
to declare bankruptcy.

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

                      About Abeinsa Holding

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

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

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

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

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


ACCO BRANDS: Moody's Assigns B1 Rating on $400MM Sr. Unsec. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to ACCO Brands
Corporation's proposed $400 million senior unsecured notes
offering. All ratings were affirmed, including the Ba3 Corporate
Family Rating. The rating outlook is stable.

"Proceeds from the notes together with borrowings under its
revolving credit facility and cash on hand, to redeem all of the
$500 million notes outstanding," said Kevin Cassidy, Senior Credit
Officer at Moody's Investors Service.

The Esselte Group Holdings acquisition announced in October
positions ACCO well in the European office product market and will
enable ACCO to further expand its share in a fragmented market. The
acquisition will increase ACCO's revenues and EBITDA by more than
25%, assuming about half of the company's $23 million expected
costs synergies are achieved.

Rating assigned:

   -- $400 million Senior Unsecured Notes due 2024 at B1 (LGD 5);

Ratings affirmed:

   -- Corporate Family Rating at Ba3;

   -- Probability of Default Rating at Ba3-PD;

   -- Speculative grade liquidity rating at SGL-2;

   -- Rating affirmed, but to be withdrawn at close:

   -- $500 million Senior Unsecured Notes at B1 (LGD 5)

RATING RATIONALE

ACCO's Ba3 Corporate Family Rating reflects its relatively high
leverage with pro forma debt/EBITDA around 4 times, good scale at
over $2 billion of pro forma revenue, product diversification
within office products, and solid geographic diversification. The
rating also incorporates Moody's expectation of continued operating
performance improvements as revenue trends have begun to stabilize
and operating margins improve. Moody's expects debt/EBITDA to
steadily decrease close to ACCO's target levels of 3 to 3.5 times
in the next year through a combination of debt repayments with free
cash flow and earnings growth. Moody's anticipates that ACCO will
resume share repurchases as permitted under its credit agreement up
to $60 million a year once it reduces leverage to its target
levels. The rating incorporates the cyclicality and the mature
nature of the office and school supplies industry. About 60% of
ACCO's revenue is tied to discretionary consumer spending. The
remainder is driven more by business spending, which is subject to
cyclicality. Mitigating these factors is ACCO's solid market
position within the office supply product categories, solid free
cash flow, and good liquidity. Moody's also considers ACCO's
relevance to its largest customers as one of only a few global
suppliers of office products.

The stable outlook reflects Moody's expectation of steady operating
performance in the near to mid-term and a continued commitment by
the company to pay down debt with free cash flow until it reaches
its leverage target.

The rating could be downgraded if operating performance weakens for
whatever reason or credit metrics deteriorate. Key credit metrics
that could lead to a downgrade include debt/EBITDA sustained above
4.5 times.

The rating could be upgraded if the company continues its operating
performance improvements and reduces leverage. Progress toward a
successful integration of Esselte Group Holdings would also be
necessary for an upgrade to be considered. Key credit metrics that
could lead to an upgrade include debt/EBITDA sustained below 3
times.

The principal methodology used in these ratings was "Consumer
Durables Industry" published in September 2014.

ACCO Brands Corporation ("ACCO") supplies branded office products,
which are marketed in over 100 countries to retailers, wholesalers,
and commercial end-users. The office, school and calendar product
lines use name brands such as: AT-A-GLANCE, Day-Timer, Five Star,
GBC, Hilroy, Marbig, Mead, NOBO, Quartet, Rexel, Swingline, Tilibra
and Wilson Jones. The Computer Products Group sells mostly under
the Kensington, Microsaver and ClickSafe brand names. Pro forma
revenues are approximately $2,1 billion.


ALL PHASE STEEL: Court Allows Cash Collateral Use Until Dec. 31
---------------------------------------------------------------
Judge Julie A. Manning of the U.S. Bankruptcy Court for the
District of Connecticut authorized All Phase Steel Works, LLC to
use cash collateral on an interim basis through December 31, 2016.

The Debtor is indebted to:

     (1) The Internal Revenue Service, in the amount of $895,000.
The IRS filed liens pre-petition on the Debtor's assets for
withholding taxes and other federal taxes owed.

     (2) CapCall LLC, in the amount of $294,067.  CapCall has liens
and/or security interests in substantially all of the Debtor's
assets.

     (3) Superior Capital, in the amount of $69,147.75.  Superior
Capital has liens and/or security interests in substantially all of
the Debtor's assets.

     (4) Corporate Service Co., as representative, although it
cannot be determinted who the agent is acting on behalf of.

     (5) Metal Perreault Inc., in the amount of $225,000 as to
certain specific account receivables.

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

Judge Manning acknowledged that without the ability to use cash
collateral, the Debtor will be unable to pay ongoing management,
payroll, raw material, insurance, utilities and other necessary
expenses related to the continued operation of the Debtor's
business, to generate cash flow, and to maintain the value of the
Debtor's assets.

The IRS and CapCall are granted postpetition claims against the
Debtor's estate, which will have priority in payment over any other
indebtedness and/or obligations and over all administrative
expenses or charges against property.  They are also granted
perfected replacement liens and/or security interests in the
postpetition assets of the Debtor's estate, equivalent in nature,
priority and extent to their liens in the prepetition collateral
and their proceeds.

The Debtor is directed to pay the IRS $5,500 in December 2016, as
adequate protection.

Allegheny Casualty Co. is granted reasonable access to the Debtor's
books and records for the purpose of monitoring the Debtor's
compliance.

The following limited expenses will have a lien prior in right to
satisfaction from the Debtor's property generated post-petition,
senior to the replacement liens and any other liens granted by the
Court's Order:

     (1) the allowed administrative claims of attorneys and other
professionals retained by the Debtor in the Case pursuant to Code
Sections 327 and 1103 in the aggregate amount of $35,000;

     (2) amounts payable pursuant to 28 U.S.C. Section 1930(a)(6);

     (3) any wages owed for the period ending December 31, 2016.

A further hearing on the Debtor's continued use of cash collateral
is scheduled on Jan. 3, 2017 at 2:00 p.m.  The deadline for the
filing of objections to the Debtor's continued use of cash
collateral is set on Dec. 29, 2016.

A full-text copy of the Interim Order dated Dec. 7, 2016, is
available at http://bankrupt.com/misc/AllPhase2016_1650257_287.pdf

             About All Phase Steel Works, LLC.

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


ALLIED INJURY: U.S. Trustee Names D. Goodrich as Ch. 11 Trustee
---------------------------------------------------------------
Judge Mark Houle of the U.S. Bankruptcy Court for the Central
District of California entered an Order directing the Office of the
United States Trustee to appoint a Chapter 11 Trustee for Allied
Injury Management, Inc.

Subsequent to the Court's order, the United States Trustee, Peter
C. Anderson, sought and obtained the Court's approval of the
appointment of David M. Goodrich as Chapter 11 Trustee.

The Order is made pursuant to the motion for order appointing a
Chapter 11 Trustee by the Creditor, Cambridge Medical Funding Group
II, LLC.

The Court further ordered that the Case Management Conference and
hearing on the Debtor's omnibus objection, currently set to be
heard on December 6, 2016, will be continued to January 10, 2017,
pending appointment of the Chapter 11 Trustee.

According to the U.S. Trustee, the appointment was consulted with
the attorneys for the Debtor, Marc A. Lieberman, Esq. and Alan W.
Forsley, Esq.; Counsel to the Creditor Cambridge Medical Funding
Group II, LLC, A. Kenneth Hennesay, Esq.; and, Representative to
the Creditor AG Workers Compensation Recovery LLC, Anthony
Gillespe, Esq., regarding the appointment of the Chapter 11
Trustee.

Mr. Goodrich assured the Court that he is a "disinterested person"
within the meaning of Section 101(14) and does not hold any
interest materially adverse with the Debtor, the Debtor's
creditors, and other party in interest.

                  About Allied Injury

Headquartered in San Bernardino, California, Allied Injury
Management, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Cal. Case No. 16-14273) on May 11, 2016, estimating
assets between $10 million and $50 million and debt between $1
million and $10 million. The petition was signed by John R. Larson,
M.D., president.

Judge Mark D. Houle presides over the case.

Alan W Forsley, Esq., and Marc Liberman, Esq., at Fredman Lieberman
Pearl LLP serves as the Debtor's bankruptcy counsel.


AMERICAN APPAREL: Committee Balks at DIP Loan Terms
---------------------------------------------------
The Official Committee of Unsecured Creditors of American Apparel,
LLC, et al., filed a limited objection to the Debtors' request to
obtain $30 million in DIP financing.

"While the Committee acknowledges the Debtors' need for additional
financing to serve as a bridge through the conclusion of the sale
process, the Committee cannot support a postpetition facility that
removes any possibility for a return to unsecured creditors in
these cases while insulating those in control of the company from a
full accounting of their actions. As proposed, the DIP Facility
does just that," the Committe argues.

The Committee tells the Court that as currently proposed, the DIP
Facility positions the Prepetition Secured Parties -- who are not
providing any postpetition financing -- to avoid any potential day
of reckoning.  At the Prepetition Secured Parties' behest, the
proposed Final DIP Order curtails the Committee's investigation
period into the prepetition conduct of the Debtors' lenders and
equity holders and unduly limits the Committee's access to the
resources necessary to fulfill this essential fiduciary duty.

At the same time, and nominally as "adequate protection" for the
costs and expenses incurred to liquidate their collateral in the
time, manner and venue of their choosing, the proposed DIP Facility
grants the Prepetition Secured Parties liens on virtually all of
the Debtors' remaining unencumbered assets (including, without
limitation, commercial tort claims against the Prepetition Secured
Parties) and a waiver of the Debtors' section 506(c) rights amidst
significant uncertainty over the administrative solvency of these
estates.  These excessive and unwarranted protections should not be
granted in connection with approval of the DIP Facility.

"The nine months between the Debtors' two bankruptcy proceedings
were plagued by a string of broken promises to creditors, the
complete failure of the Debtors' turnaround strategy, and
staggering operating losses that left American Apparel on the brink
of liquidation," the Committee reminds the Court.

The Committee also says the Prepetition Secured Parties were in
complete control of American Apparel during this confoundingly
tumultuous period and must not now be permitted to piggyback on the
rights afforded to the DIP Secured Parties to insulate themselves
from potential liability for this epic failure.

The Committee says it is determined to investigate potential claims
against the Prepetition Secured Parties and anticipates filing a
motion to obtain such authority pursuant to Bankruptcy Rule 2004 in
the near term.   These potential claims, and the Committee's
ability to meaningfully investigate and, if warranted, pursue them,
must not be short-circuited by unnecessary and overreaching
provisions of the proposed DIP Facility.

As of the Petition Date, the Prepetition Secured Parties provided
the Debtors with a series of loans and other extensions of credit
in the aggregate principal amount and accrued and unpaid interest
outstanding of $217,937,285.  Upon the Debtors' emergence from
their Prior Chapter 11 Cases, the Prepetition Secured Parties also
hold the controlling equity in the Debtors.

Out of the entirety of the Prepetition Financing, approximately
$130 million came from exit financing through the Prepetition
Credit Agreement, approved by the Court in the Debtors' Prior
Chapter 11 Cases.  The remaining portion of the Prepetition
Financing -- Post-Emergence Financing --  nearly $90 million, was a
result of additional loans entered into by the Debtors with the
Prepetition Secured Parties after their emergence from the Prior
Chapter 11 Cases.  Approximately half of the Post-Emergence
Financing was not contemplated under the original Prepetition
Credit Agreement, requiring amendments to the Prepetition Credit
Agreement without any oversight from the Court.

To the Committee's knowledge, the Secured DIP Parties are wholly
independent of the Prepetition Secured Parties.

The Committee wants the proposed Final DIP Order modified to
provide for these terms:

     -- No Liens/Claims on Unencumbered Assets

The proposed Final Order should clearly state that, in addition to
the excluded Avoidance Actions, no other assets of the Debtors that
were unencumbered as of the Petition Date (including, without
limitation, proceeds from leasehold interests, foreign equity and
intellectual property and the proceeds therefrom, and commercial
tort claims) shall be subject to: (i) the DIP Liens, (ii) the DIP
Superpriority Claims, (iii) the Adequate Protection Liens, or (iv)
the Adequate Protection Priority Claims.

     -- No Payment of Sale Proceeds without an Allocation

Due to the significant unencumbered assets in these Cases, to the
extent the proposed Final Order provides for the satisfaction of
Prepetition Obligations upon disposition of the Debtors' assets
through a 363 Sale or otherwise, the proposed Final Order (or any
subsequent order) must explicitly provide for an allocation of the
assets before such satisfaction.

     -- No Section 506(c) Waiver

No waiver of the Debtors' section 506(c) surcharge rights should be
granted in these Cases without first ensuring payment in full to
known administrative claimants—specifically "stub" rent claims
for the November 2016 postpetition period, claims pursuant to
section 503(b)(9) of the Bankruptcy Code, and all the other costs
and expenses of preserving and disposing of the DIP Collateral and
Prepetition Collateral.

     -- Committee Challenge Period

The Committee is prepared to conduct its investigation of the
Prepetition Secured Parties liens and claims within the 60-day
window. The Committee, however, should not be limited in its
investigation into whether any colorable causes of action arose
from the conduct of the Prepetition Secured Parties, in their role
as equity holders, with respect to the Debtors' performance in the
wake of the Prior Chapter 11 Cases. The Prepetition Secured Parties
are not providing any new financing to these estates and should not
be given the equivalent of "plan releases" in the DIP Order.

     -- Committee Investigation Funding

A $50,000 budget from DIP Facility proceeds is appropriate with
respect to a lien review of the Prepetition Secured Parties.
However, this should not be a cap and the proposed Final Order
should not prohibit the Committee from seeking payment of
additional, reasonable fees and expenses in fulfillment of its
fiduciary duties in these Cases.

As reported by the Troubled Company Reporter, American Apparel, LLC
and its affiliated debtors seek authorization to obtain a $30
million postpetition senior secured superpriority financing from
Encina Business Credit, LLC as administrative and collateral agent,
and the DIP Lenders.

The Debtors said their primary objective in filing for Chapter 11
anew is to consummate a sale of their business or some or all of
their assets to Gildan Activewear SRL.  The Debtors said the
financing from Encina will, among other things, provide the capital
necessary to allow the Debtors to continue operating without
material disruption to their businesses, during the chapter 11
cases for the period pending the Sale, all in an effort to maximize
the value of their estates for the benefit of creditors.

Borrowings under the DIP Credit Facility are governed by an
interest rate of LIBOR plus 5.25% and that the facility matures on
May 7, 2017, subject to mandatory prepayment from net sales
proceeds.

The DIP Lenders will be entitled to a $5,000 per month
administration fee, a 2.0% closing fee and a 0.5% commitment fee.
The Debtors further relate that the DIP Agent, for the benefit of
itself and the DIP Lenders, will receive a superpriority
administrative claim with respect to, and liens and priming liens
on, substantially all of the Prepetition Collateral, except the
Excluded Interests and certain other exceptions.

The Milestones that the Debtors must meet, as provided for in the
proposed DIP Credit Agreement, are:

     (1) within 7 days of the Petition Date, filing of a motion
         seeking entry of an order from the Bankruptcy Court
         approving bidding procedures and the selection of a
         Stalking Horse Bid relating to a 363 Sale for
         consideration in excess of the amount sufficient to
         repay the Obligations in full;

     (2) entry of the Final Order within 30 days of the Petition
         Date;

     (3) entry of the Bidding Procedures Order within 35 days of
         the Petition Date;

     (4) conducting an auction within 65 days of the Petition
         Date;

     (5) entry of the order approving a Sale within 70 days of
         the Petition Date;

     (6) closing of the Sale within 80 days of the Petition
         Date; and

     (7) filing of the motion seeking to extend the deadlines to
         assume or reject unexpired leases of non-residential
         real property within 14 days of the Petition Date.

As of the Petition Date, the Debtors' material funded debt
obligations consist of the Prepetition Credit Facility from the
Prepetition Secured Lenders and Wilmington Trust, National
Association, as Prepetition Agent, which has an aggregate
principal
amount of approximately $215 million, divided into three loan
tranches:

     (1) Exit Loans

          (a) Total Obligations Outstanding: $130,507,817

          (b) Payment Priority:

               (i) First Priority: 65% of IP collateral;
                   other collateral

              (ii) Second Priority: accounts receivable
                   and inventory, shared pro rata with
                   the IP Additional Loans

     (2) Additional Loans:

          (a) Total Obligations Oustanding: $59,730,000

          (b) Payment Priority:

               (i) First Priority: accounts receivable
                   and inventory

              (ii) Second Priority: other collateral

     (3) IP Additional Loans:

          (a) Total Obligations Outstanding: $25,319,468

          (b) Payment Priority:

               (i) First Priority: 35% of IP collateral

              (ii) Second Priority: accounts receivable
                   and inventory (shared pro rata with
                   the Exit Loans)

             (iii) Third Priority: other collateral

American Apparel (Carnaby) Limited, a Foreign Affiliate, entered
into a credit agreement to borrow $15 million from Standard
General
L.P., with interest accruing at 14% per annum and with Debtor
American Apparel, LLC as guarantor.  Upon the filing of the cases,
the outsanding obligations under the Standard General Credit
Facility accelerated and are currently due.

A full-text copy of the Debtor's Motion, dated November 14, 2016,
is available at:

   http://bankrupt.com/misc/AmericanApparel2016_1612551bls_17.pdf


               About American Apparel, LLC.

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

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

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

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

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

Proposed Counsel for the Official Committee of Unsecured
Creditors:

     Justin R. Alberto, Esq.
     Evan T. Miller, Esq.
     Gregory J. Flasser, Esq.
     BAYARD, P.A.
     222 Delaware Avenue, Suite 900
     Wilmington, Delaware 19801
     Telephone: (302) 655-5000
     Facsimile: (302) 658-6395
     E-mail: jalberto@bayardlaw.com
            emiller@bayardlaw.com
            gflasser@bayardlaw.com

          - and -

     Cathy Hershcopf, Esq.
     Seth Van Aalten, Esq
     Michael Klein, Esq
     COOLEY LLP
     1114 Avenue of the Americas
     New York, New York 10036
     Tel.: 212-479-6000
     Fax: 212-479-6275
     E-mail: chershcopf@cooley.com
             svanaalten@cooley.com
             mklein@cooley.com


AMERICAN MIDSTREAM: S&P Assigns 'B' CCR; Outlook Stable
-------------------------------------------------------
S&P Global Ratings said it assigned its 'B' corporate credit rating
to master limited partnership (MLP) American Midstream Partners
L.P.  The outlook is stable.

S&P also assigned its 'B' issue-level rating and '3' recovery
rating to American Midstream's $300 million senior unsecured notes
due 2024.  The '3' recovery rating indicates that lenders can
expect meaningful (50% to 70%; higher half of the range) recovery
in the event of a payment default.

"The stable outlook reflects our expectation that American
Midstream Partners (on a pro forma basis merged with JPEP) will
maintain debt to EBITDA of about 5x (including preferred equity
classified as debt) and distribution coverage of about 1.2x in
2017," said S&P Global Ratings credit analyst Stephen Scovotti. "We
also expect the company to maintain liquidity we view to be
adequate.  We expect the company to continue to be acquisitive,
through dropdowns and third-party acquisitions, and expect it to
fund any future acquisitions in a balanced manner using debt and
equity."

S&P could lower the ratings if debt to EBITDA increased above 6x on
a sustained basis.  This could occur if the company adopts a more
aggressive financial profile, which could include funding
acquisitions primarily with debt.  A negative rating action could
also occur if volumes were lower than S&P's expectations, resulting
in weaker cash flows.

Although unlikely in the near-term, S&P could raise the ratings if
the company is successful at operating its pro forma assets while
increasing the size, scale, and diversity of the business.  In
addition, S&P would also need to see the company adopt a more
conservative financial profile, including debt to EBITDA well below
5x on a sustained basis.



ANGELS OF THE VALLEY: Expects Patient Census Increase, PCO Says
---------------------------------------------------------------
Constance Doyle, as the Patient Care Ombudsman for Angels of the
Valley Hospice, LLC, has filed a Sixth Interim Report before the US
Bankruptcy Court for the Central District of California for the
period of October 1, 2016, through November 30, 2016.

The PCO finds that all care provided to the patients by the Debtor
remains well within the standard of care.

The PCO reported that during the period, there is no change in
staffing other than a pier-diem increase of staff to assist with
the survey preparation for the upcoming Joint Commission Survey due
in December. In November, an agreement to join an "Accountable Care
Organization" (ACO), a group participation, much like an HMO,
allowing for a reduction in cost for Durable Medical Equipment
(DME), Pharmaceutical, etc.. The PCO added that working within the
group should increase patient census via referrals. A Quality
Program is part of the organization and the APO is CMS (Center for
Medicare/Medical Services) approved.

Angels of the Valley Hospice Care, LLC, filed a Chapter 11 petition
(Bankr. C.D. Calif., Case No. 15-28771) on December 11, 2015, and
is represented by Julie J Villalobos, Esq., at Oaktree Law, in
Cerritos, California. At the time of filing, the Debtor had
$777,839 in total assets and $1.60 million in total liabilities.
The petition was signed by Emerald Argonza, CEO.


ANTERO RESOURCES: Moody's Assigns Ba3 Rating on Sr Unsecured Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Antero Resources
Corporation's proposed $550 million senior unsecured notes due
2025. Antero's other ratings and rating outlook were unchanged.

Net proceeds from this note offering will be used primarily to
repay Antero's $525 million 2020 notes and any remaining balance
will be used for general corporate purposes.

"This is s leverage neutral transaction which will push Antero's
nearest maturity to 2021," said Sajjad Alam, Moody's Senior
Analyst.

Assignments:

   Issuer: Antero Resources Corporation

   -- Senior Unsecured Regular Bond/Debenture due 2025, Assigned
      Ba3 (LGD5)

RATINGS RATIONALE

The proposed notes will rank equally in right of payment with
Antero's existing senior unsecured notes and will have the same
subsidiary guarantee package. The proposed notes are rated Ba3, one
notch below the Ba2 Corporate Family Rating (CFR) given the
substantial size of Antero's secured revolving credit facility,
which has a first-lien claim to Antero's assets.

Antero's Ba2 CFR is underpinned by its strong hedge book and
significant anticipated production growth through 2018, large and
efficient natural gas production platform in Appalachia that has
low geological risk and cost profile, and good liquidity. Antero
had $2.4 billion in unrealized hedging gains, $3 billion of
availability under its $4 billion committed revolving credit
facility (pro forma for the recent $170 million asset sale and $175
million of private placement) and a 61% ownership interest in
Antero Midstream Partners LP (Antero Midstream) as of September 30,
2016. Antero's ratings are constrained by its high financial
leverage, significant projected negative free cash flow generation
due to aggressive growth, ongoing costs associated with committed
but unfilled firm transportation capacity and the high proportion
of proved undeveloped reserves that will require significant future
capital investments. Antero is exposed to the prolonged nature of
the energy price downturn and the risk that the company's continued
heavy capital spending through 2018 may increase its already high
financial leverage. However, the company has the ability to fund
negative free cash flow with a number of tools, including post-2018
hedge monetization, the sale of Antero Midstream units, which
brought in over $178 million in March 2016, and potential equity
issuance.

The negative outlook reflects the risks of higher financial
leverage due to continued heavy capital spending. An upgrade is
unlikely until there is better alignment between Antero's operating
cash flow and capital spending and a meaningful reduction in
leverage. If the company can sustain a retained cash flow to debt
ratio above 30%, an upgrade could be considered. A downgrade is
likely if Antero is unable to sustain the ratio of retained cash
flow to debt above 15% or if financial leverage increases from 2015
year end levels.

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

Antero Resources Corporation is a leading natural gas and natural
gas liquids producer in the Marcellus and Utica shales in West
Virginia, Ohio and Pennsylvania.


AP&E PROPERTIES: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of AP&E Properties, LLC as of Dec.
9, according to a court docket.

AP&E Properties, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.W. Va. Case No. 16-50282) on November
15, 2016.  The petition was signed by James Phillip Wills.  

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


ARMADA WATER: Sale of Ector County Property for $250K Approved
--------------------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas authorized Armada Water Assets, Inc., and Wes-Tex
Vacuum Service, Inc., to sell real property located near Odessa, in
Ector County, Texas, to Wildcat RE, Inc., for an aggregate all-cash
purchase price of $250,000.

Without need for any additional Court order, Wes-Tex and its
officers, directors, employees and agents are authorized and
directed to execute and  deliver, and empowered to perform under,
consummate, and implement, the Purchase Agreement and the
transactions contemplated thereunder, together with all additional
instruments and documents that may be reasonably necessary or
desirable to implement the Purchase Agreement and the transactions
contemplated thereunder, and to take all further actions as may be
reasonably requested by the Buyer, or otherwise required under the
Purchase  Agreement, including, without limitation, paying up to
$2,000 in the aggregate to satisfy claims asserted against or
relating to Personal Property to facilitate the conveyance of such
property to the Buyer.

The valid and perfected first-priority priming liens of Harrington
Global Opportunities Fund SARL, as the administrative and
collateral agent for the DIP Lenders, granted pursuant to the DIP
Order will attach to proceeds, and the Debtors' access or use of
such proceeds will expressly be subject to the terms of the Order
and the DIP Order.

The ad valorem tax lien asserted by creditor Ector County Appraisal
District ("Ector CAD") for years 2016 and prior pertaining to the
Property will attach to the proceeds and the closing agent will pay
said ad valorem tax debt to Ector CAD in complete satisfaction of
all such ad valorem tax debt and lien immediately upon closing and
prior to any disbursement of proceeds to any other person or
entity, provided however, that the ad valorem taxes pertaining to
the property will be prorated in accordance with the Purchase
Agreement.  Should the sale of the property close after Dec. 31,
2016, the ad valorem taxes for year 2017 pertaining to the property
will be prorated in accordance with the Purchase Agreement and will
become the responsibility of the Buyer, and the ad valorem tax lien
will be retained against the property until said taxes are paid in
full.

                  About Armada Water Assets

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

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

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

The U.S. Trustee for the Southern District of Texas, on Aug. 18,
2016, appointed two creditors of Armada Water Assets, Inc., et
al.,
to serve on the official committee of unsecured creditors.  The
committee members are: Pac-Van, Inc., and M & M Excavation Inc.


ASSIST-MED INC: Unsecureds To Recover 100% in 60 Months
-------------------------------------------------------
Assist-Med, Inc., filed with the U.S. Bankruptcy Court for the
Southern District of Texas a disclosure statement referring to the
Debtor's plan of reorganization.

The allowed general unsecured claims will be paid 100% of their
claims in 60 monthly payments.  Their payments will be due and
payable beginning on the 15th day of the first month following 60
days after the effective date of the plan.  The amount to be paid
pro rata is $7,070.  These claims are impaired.

Payments and distributions under the Plan will be funded by
ordinary business income.  As to a default under the Plan, any
creditor remedies allowed by 11 U.S.C. Section 1112(b)(4)(N) will
be preserved to the extent otherwise available at law.  In addition
to any rights specifically provided to a claimant treated pursuant
to the Plan, a failure by the Reorganized Debtor to make a payment
to a creditor pursuant to the terms of this Plan will be an event
of default as to payments if the payment is not cured within 30
days after service of a written notice of default from such
creditor, then the creditor may exercise any and all rights and
remedies under applicable non-bankruptcy law to collect the claims
or seek the relief as may be appropriate in the Court.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/txsb16-31624-51.pdf

Assist-Med, Inc., sought protection under Chapter 11 (Bankr. S.D.
Tex. Case No. 16-31624) on April 3, 2016.

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

The Debtor disclosed total assets of $23,284 and total debts of
$1.11 million.


ASTORIA ENERGY: S&P Lowers Rating to 'BB-' on Weak Power Pricing
----------------------------------------------------------------
S&P Global Ratings lowered its project finance rating on Astoria
Energy LLC (Astoria) to 'BB-' from 'BB'.  The outlook is stable.

The downgrade stems from ongoing weak power pricing in New York ISO
Zone J, which has changed S&P's opinion on future power prices and
debt service coverage.

Astoria owns a 585-megawatt natural gas-fired power plant in
Queens, N.Y.  Astoria's power purchase agreement with Consolidated
Edison Co. of New York Inc. ended in April 2016, and now the
project is fully exposed to merchant markets.  The chief risk is
Astoria's exposure to volatile energy and capacity markets after
the termination of that agreement.

S&P's stable outlook on Astoria, however, reflects S&P's
expectation that despite high initial leverage, a strong capacity
market and barriers to entry in Zone J will support pricing to some
degree.



BEAR CREEK: Ch. 11 Trustee Can Continue Using Cash Until Dec. 14
----------------------------------------------------------------
Judge John T. Gregg of the U.S. Bankruptcy Court for the Western
District of Michigan authorized Kelly M. Hagan, Chapter 11 Trustee
of Bear Creek Partners II, L.L.C., and Bear Creek Retail Partners
II LLC, to continue using cash collateral until December 14, 2016.

Judge Gregg had previously entered a Final Order authorizing the
use of cash collateral until December 5, 2016.

The Chapter 11 Trustee, DOF IV REIT Holdings, LLC, and the U.S.
Trustee entered into a Stipulation and agreed to amend the Final
Order, and extend the use of cash collateral through December 14,
2016.

DOF IV REIT Holdings, LLC is the only entity that has an interest
in the cash collateral to be used by the Trustee.

A full-text copy of the Order, dated December 6, 2016, is available
at https://is.gd/cR32SX


DOF IV REIT Holdings, LLC is represented by:

          Lawrence P. Gottesman, Esq.
          Allegaert Berger & Vogel LLP
          111 Broadway, 20th Floor
          New York, New York 10012
          Email: lgottesman@abv.com

                            About Bear Creek Partners II

Bear Creek Partners II, L.L.C., and Bear Creek Retail Partners II
LLC filed chapter 11 petitions (Bankr. W.D. Mich. Case Nos.
16-02553 and 16-02554) on May 6, 2016.  The petition was signed by
Scott A. Chappelle, president.  Each Debtor estimated assets and
liabilities at $10 million to $50 million at the time of the
filing.  

The Debtors retained Jay L. Welford, Esq., at Jaffe, Raitt, Heuer &
Weiss, PC as their legal counsel and Robert R. Wardrop, Esq., at
Wardrop & Wardrop PC as their local counsel, and hired O'Keefe &
Associates Consulting LLC as their financial advisor.

Lawyers at Wardrop & Wardrop, P.C., represent the creditors'
committee.

Kelly M. Hagan has been named as the Chapter 11 bankruptcy trustee
for the Debtors' estates.  Her own law firm, Hagan Law Offices PLC,
serves as the Trustee's counsel. She employs A.L. Mitchell &
Associates as accountant CBRE, Inc. as real estate broker.


BERNARD L MADOFF: 2nd Cir. Tosses Appeal in ERISA Suit
------------------------------------------------------
Martin O'Sullivan, writing for Bankruptcy Law360, reported that the
U.S. Court of Appeals for the Second Circuit refused to revive a
suit by a New York engineers' union fund that kept nearly $33
million in fake Bernie Madoff profits, rejecting the fund's stance
that it lost potential profits over its asset manager's failure to
recommend a full withdrawal from Madoff's investments.

The Upstate New York Engineers Pension Fund alleged that Ivy
Investment Management breached its fiduciary duties when it
concluded in 1998 that parking money with Madoff was "no longer
prudent" but did not counsel full withdrawal.

Meanwhile, JPMorgan Chase & Co. last month hit back at a group of
investors in Madoff's Ponzi scheme who are trying to get the U.S.
Supreme Court to greenlight their suit claiming the mega-lender
failed to report suspicious banking activities, according to a
report by Stewart Bishop of Bankruptcy Law360.  The report relates
JPMorgan said untimeliness is just the "tip of the iceberg" of
flaws with the case.

The investors claim JPMorgan and two former employees were liable
as control persons under federal securities laws given their
banking relationship with Madoff and his former investment company,
Bernard L. Madoff Investment Securities.

                    About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of New
York granted the application of the Securities Investor Protection
Corporation for a decree adjudicating that the customers of BLMIS
are in need of the protection afforded by the Securities Investor
Protection Act of 1970.  The District Court's Protective Order (i)
appointed Irving H. Picard, Esq., as trustee for the liquidation of
BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and
(iii) removed the SIPA Liquidation proceeding to the Bankruptcy
Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.).  Mr.
Picard has retained AlixPartners LLP as claims agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport Charitable
Remainder Unitrust, Martin Rappaport, Marc Cherno,  and Steven
Morganstern -- assert US$64 million in claims against Mr. Madoff
based on the balances contained in the last statements they got
from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).  The Chapter 15 case was later
transferred to Manhattan.  In June 2009, Judge Lifland approved
the
consolidation of the Madoff SIPA proceedings and the bankruptcy
case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims.  As of Oct. 28,
2016, the SIPA Trustee has recovered more than $11.4 billion and
has distributed $9.467 billion, which includes more than $836.6
million in committed advances from the Securities Investor
Protection Corporation (SIPC).


BOATYARD RENTALS: Wants Court Approval for Cash Collateral Use
--------------------------------------------------------------
Boatyard Rentals, LLC, Deltaville Boatyard, LLC and Deltaville
Marina, LLC ask the U.S. Bankruptcy Court for the Eastern District
of Virginia for authorization to use cash collateral.

Boatyard Rentals is indebted to SummitBridge National Investments
III, LLC in the amount of approximately $1,935,396.13.  The debt
was secured by interest in certain real property located in 264
Buck's View Lane, Delataville, Virginia.

Deltaville Marina is likewise indebted to SummitBridge National
Investments III in the amount of $2,312,501.65.  The debt was
secured by interest in certain real property located at 274 Buck's
View Lane, Deltaville, Virginia.

The Internal Revenue Service has a lien against certain of the
Debtor's cash collateral.

The Debtors tell the Court that they require the use of cash
collateral to effectively administer the chapter 11 estates.  They
further tell the Court that they require the continued use of cash
collateral to permit them to pay vendors, meet ongoing operational
expenses, including wages, maintain in effect insurance policies,
preserve and protect their assets, and to generally and otherwise
pay obligations critical to continuing the operation of their
business.

The Debtors' 13-Week Budget for the period beginning December 31,
2016 through March 25, 2017, provides for total cash disbursements
from operations in the amount of $377,783.

The Debtors propose to grant SummitBridge National Investments III
and the IRS with replacement liens in the Debtors' post-petition
assets, to the same extent of their pre-petition liens.   The
Debtors further propose to make monthly adequate protection
payments to SummitBridge National Investments III in the amount of
$7,500, beginning on January 3, 2017, and to the IRS in the amount
of $5,800, beginning on January 21, 2017.

A full-text copy of the Debtor's Motion, dated Dec. 7, 2016, is
available at
http://bankrupt.com/misc/BoatyardRentals2016_1635389klp_22.pdf

                About Boatyard Rentals, LLC

Boatyard Rentals, LLC, Deltaville Marina, LLC, and Deltaville
Boatyard, LLC filed chapter 11 petitions (Bankr. Case Nos.
16-35389, 16-35390,and 16-35974, respectively) on Nov. 2, 2016.
The petitions were signed by Kieth Ruse, manager.  The Debtors are
represented by Paula S. Beran, Esq. at Tavenner & Beran, PLC.  

Boatyard Rentals, LLC's case is assigned to Judge Keith L.
Phillips.  Deltaville Marina, LLC's case is assigned to Judge Kevin
R. Huennekens.  Deltaville Boatyard, LLC's case is assigned to
Judge Keith L. Phillips.

Boatyard Rentals, LLC estimated assets at $500,000 to $1 million
and liabilities at $1 million to $10 million.  Deltaville Marina,
LLC estimated both assets and liabilities at $1 million to $10
million at the time of the filing.  Deltaville Boatyard, LLC
estimated assets at $100,000 to $500,000 and liabilities at $1
million to $10 million.


BON-TON STORES: Incurs $31.6 Million Net Loss in Third Quarter
--------------------------------------------------------------
The Bon-Ton Stores, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $31.58 million on $589.9 million of net sales for the 13 weeks
ended Oct. 29, 2016, compared to a net loss of $33.99 million on
$623.40 million of net sales for the 13 weeks ended Oct. 31, 2015.

For the 39 weeks ended Oct. 29, 2016, Bon-Ton Stores reported a net
loss of $108.1 million on $1.72 billion of net sales compared to a
net loss of $107.6 million on $1.78 billion of net sales for the 39
weeks ended Oct. 31, 2015.

As of Oct. 29, 2016, Bon-Ton Stores had $1.73 billion in total
assets, $1.80 billion in total liabilities and a total
shareholders' deficit of $68.64 million.

At Oct. 29, 2016, the Company had $7.0 million in cash and cash
equivalents and $302.7 million available under its Second Amended
Revolving Credit Facility (before taking into account the minimum
borrowing availability covenant under such facility).  Excess
availability was $250.2 million as of the comparable prior year
period.

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

                       https://is.gd/TD2hah

                        About Bon-Ton Stores

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

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

                          *     *     *

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

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


BSG HOLDINGS: Sitex Buying West Caldwell Property for $1.8 Million
------------------------------------------------------------------
Judge Vincent F. Papalia of the U.S. Bankruptcy Court for the
District of New Jersey will convene a hearing on Dec. 28, 2016 at
10:00 a.m. to consider BSG Holdings, LLC's private sale of real
property located at 40 Fairfield Place, West Caldwell, New Jersey,
to The Sitex Group for $1,800,000.

Objection, if any, must be filed at least 7 days prior to the
hearing date of the Motion.

The property is currently insured by the Debtor through Oct. 19,
2017.

The proposed Sale for $1,800,000 is approximately equal to the
$1,835,000 value of the property as reflected in the Appraisal
prepared by an unrelated, third-party Crown Bank, N.A.

The Township of West Caldwell holds a tax lien against the property
in the approximate amount of $70,648.  

PNC Bank, N.A. holds a first position secured claim against the
property in the approximate amount of $1,192,045.

The U.S. Small Business Administrative holds a second position
secured claim against the property in the approximate amount of
$775,334.

Based upon the foregoing, the total approximate amount of secured
claims against the property is $2,038,027.

On Nov. 30, 2016, the Purchaser, by and through its Senior Vice
President Blake Chroman, sent a Letter of Intent ("LOI") to
realtors Thomas P. Consiglio, SIOR, and Todd Hali, SIOR, Principals
of the Resource Realty of Northern New Jersey ("RRNNJ"), to
purchase the property for $1,800,000.

The salient terms of the LOI are:

          a. Property: 40 Fairfield Place, West Caldwell, New
Jersey

          b. Purchase Price: $1,800,000

          c. Buyer: The Sitex Group

          d. Seller: BSG Holdings, LLC

          e. Deposit: $100,000

          f. Brokerage: $75,000

          g. Expiration: Dec. 31, 2016

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

       http://bankrupt.com/misc/BSG_Holdings_32_Sales.pdf

The Debtor asks the Court to approve the proposed sale pursuant to
the terms of the LOI, and free and clear of any and all liens,
claims and encumbrances.

The Debtor submits that the proposed sale is fair and reasonable,
and that the Debtor is proceeding in good faith, in order to obtain
the highest and best price for the property, thereby maximizing the
value to the estate.

In addition to the foregoing, the Debtor seeks authorization from
the Court, pursuant to D.N.J. LBR 6004-5, to pay professionals
whose services are related to the proposed sale to RRNNJ and
Court-Approved Special Counsel Peter J. Vasquez, Esq., from the
proceeds of the proposed sale, at the time of closing as follows:
(i) $75,000 commission from the proposed Sale to RRNNJ under the
terms of the LOI; and (ii) $5,000 to Peter J. Vazquez, Jr., Esq.
for representation of the Debtor at the closing on the proposed
sale.

The Purchaser can be reached at:

          Blake Chroman
          Senior Vice President
          THE SITEX GROUP
          40 Fairfield Place
          West Caldwell, NJ 07006
          Telephone: 452-6871

             About BSG Holdings

BSG Holdings, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. N.J. Case No. 16-26627) on August 30,
2016. The petition was signed by Laxmichand Gudhka, managing
member.  

The case is assigned to Judge Vincent F. Papalia.

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


BUCKTAIL MEDICAL: Patient Care Ombudsman Files 6th Report
---------------------------------------------------------
Laura W. Patt, the Patient Care Ombudsman for The Bucktail Medical
Center, has filed a sixth interim report for the period of
September 20, 2016, through November 19, 2016.

The PCO reported that the Debtor's Administration and Staff were
open and cooperative during each
on-site visit.  Personnel were fully transparent in discussing
their roles and responsibilities as well as providing any and all
requested information and data.  Further, management embraced the
process of having a PCO on site and encouraged exchange between the
PCO and the management, which enabled the PCO to efficiently
discharge her responsibilities.

The PCO added that the established theme at the Facility is that
the resident care is first and foremost.  A strong sense of
teamwork between the administration and staff was observed, as well
as amongst staff members.  The residents, staff, and administration
have each expressed that they feel like a "family" and there is a
genuine concern for the residents.

The PCO further noted that the stable and steady leadership of the
Facility has strengthened staff unity; all staff interviewed
express faith in the management team and their resolve to
continually improve.

The PCO did not note any circumstances or issues that would impact
resident care at any of the Facilities as a result of the
bankruptcy during the reporting period. If the Debtor has not
emerged from bankruptcy, the next report will be issued no later
than January 30, 2017, and will cover the seventh reporting period
of November 20, 2016 through January 19, 2017.

         About Bucktail Medical Center

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

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

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

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


BUFFETS LLC: Summit Towne Tries To Block Approval of Disclosures
----------------------------------------------------------------
Summit Towne Centre, Inc., filed with the U.S. Bankruptcy Court for
the Western District of Texas an objection to Buffets, LLC, et
al.'s disclosure statement for the Debtor's joint plan of
reorganization dated Sept. 30, 2016.

Summit Towne filed a timely Proof of Claim at Claim No. 430 for
lease rejection damages ($227,250) based upon a lease agreement
dated Feb. 25, 1992, as amended, for premises located in Erie,
Pennsylvania.  The lease was rejected by court order dated March
11, 2016.  Summit Towne also filed an administrative expense
priority claim for an estimated $100,000 based upon damage done to
the leasehold premises after the Petition was filed, including
damages to the electrical and plumbing systems, flooring and
signage.   

Summit Towne complains that the Disclosure Statement fails to
provide adequate information of a kind, and in sufficient detail,
that would enable a hypothetical investor typical of the holders of
claims or interests in the case to make an informed judgment about
the Joint Plan.

The Disclosure Statement, according to Summit Towne, does not
advise the creditors whether or not their claims will be objected
to post-confirmation.  A hypothetical investor typical of the
holder of a claim in the case could not make an informed judgment
about the Plan without knowing whether or not its claim will be
paid or subject to an objection.   A creditor has the right to know
if its claim is objectionable before being asked to vote for or
against the Plan.

Summit Towne says that the Disclosure Statement does not contain
adequate information regarding whether or not the Debtors will have
enough money on the effective date to pay administrative  claims in
full.  Regarding the administrative portion of the claim filed by
Summit Towne at Claim No. 430, it is impossible to determine
whether or not the administrative claim is included in the
administrative expenses referred to in Note 17 to the Liquidation
Analysis.

Summit Towne suggests that: (a) the creditors should be advised
now, in advance of the deadline for ballots to be cast for or
against the proposed Plan, if their claims are objectionable; (b)
in the alternative, the Disclosure Statement should be amended to
include the risk that a claim could be valid and enforceable, as
filed, when the Plan is confirmed, but then be objected to later
even though the claimant voted in favor of the Plan, Summit Towne
states; and (c) the procedure for allowance and payment of
administrative claims should be clarified, and the source and
availability of the funds to pay the allowed administrative claims
on the effective date should be identified.

As reported by the Troubled Company Reporter on Oct. 13, 2016, the
Debtors filed with the Court a Joint Plan of Reorganization and
Disclosure Statement, which proposes a return of approximately 5%
to general unsecured creditors with possible upside from litigation
recoveries.  The aggregate amount of general unsecured claims is
estimated at $100 million to $115 million.

Summit Towne is represented by:

     Guy C. Fustine, Esq.
     KNOX McLAUGHLIN GORNALL & SENNETT, P.C.
     120 West Tenth Street  
     Erie, Pennsylvania 16501-1461  
     Tel: (814) 459-2800  
     E-mail: gfustine@kmgslaw.com

                       About Buffets LLC

Buffets LLC, et al., are one of the largest operators of
buffet-style restaurants in the U.S.  The buffet restaurants,
located in 25 states, principally operate under the names Old
Country  Buffet(R), Country Buffet(R), HomeTown(R) Buffet,
Ryan's(R) and Fire Mountain(R).  These locations primarily offer
self-service buffets with entrees, sides, and desserts for an
all-inclusive price.  In addition, Buffets owns and operates an
10-unit full service, casual dining chain under the name Tahoe
Joe's Famous Steakhouse(R).

Buffets Holdings, Inc., filed for Chapter 11 relief in January 2008
and won confirmation of a reorganization plan in April 2009. In
January 2012, Buffets again sought Chapter 11 protection and
emerged from bankruptcy in July 2012.

In Aug. 19, 2015, Alamo Ovation, LLC acquired Buffets Restaurants
Holdings, Inc., and as a result of the merger, Buffets operated
over 300 restaurants in 35 states.

Down to 150 restaurants in 25 states after closing unprofitable
locations, Buffets LLC and its affiliated entities sought Chapter
11 protection (Bankr. W.D. Tex. Case No. Lead Case No. 16-50557) in
San Antonio, Texas, on March 7, 2016.  The cases are assigned to
Judge Ronald B. King.

The Debtors have tapped Akerman, LLP, as counsel, Bridgepoint
Consulting, LLC as financial advisor and Donlin, Recano & Company
as claims and noticing agent.

The U.S. Trustee on March 21, 2016, appointed Van Eerden
Foodservice Company, Heather Gage, Bryce King, Realty Income
Corporation, Windstream, Automatic Data Processing, Inc., and
Edward Don & Company as members of the Official Committee of
Unsecured Creditors.  The Committee appointed Greenberg Traurig,
LLP as counsel.


BUFFETS LLC: Wells Fargo Bank Tries To Block Plan Outline Okay
--------------------------------------------------------------
Wells Fargo Bank, N.A., successor in interest to Wachovia Bank,
National Association, filed with the U.S. Bankruptcy Court for the
Western District of Texas an objection to Buffets, LLC, et al.'s
disclosure statement for the Debtor's joint plan of
reorganization.

Wachovia Bank in 2009 entered into a $30 million credit facility
for the purpose of issuing letters of credit.  The only remaining
outstanding Letter of Credit is for $1 million and benefits the
Insurance Commissioner of West Virginia.  The credit facility is
secured by a deposit account at Wells Fargo valued at $263,473.36
as of the date of the Petition.

The claim of Wells Fargo is treated in Class 7 of the Plan and
Disclosure Statement.  Under the Plan, "Wells Fargo will retain its
collateral and receive a new Letter of Credit and Reimbursement
Agreement or will otherwise be treated in a manner so as to render
the Debtors' obligations to holders of Wells Fargo Letter of Credit
Claims unimpaired as agreed to by the holders of Wells Fargo Letter
of Credit Claims."

Wells Fargo has notified the Insurance Commissioner that the
existing Letter of Credit will not be renewed effective Feb. 26,
2017.  In the event that the Insurance Commissioner makes demand on
Wells Fargo under the terms of the Letter of Credit, Wells Fargo
will seek pemiission to repay itself principal, accrued interest,
attorney's fees and costs, from the deposit account.  The
Disclosure Statement and Plan should be amended to reflect the
nonrenewal of the Letter of Credit, the need for replacement
security prior to Jan. 27, 2017, and the mechanism for repayment of
the Wells Fargo claim in the event that the Insurance Commissioner
draws on the Letter of Credit.

According to Wells Fargo, the Disclosure Statement does not
providing adequate or up-to-date information with respect to the
claim of the bank.  Accordingly, Wells Fargo requests that the
Court require the Disclosure Statement to be amended to accurately
reflect the claim of Wells Fargo, the need for replacement security
and the means for payment of the claim of Wells Fargo, if
necessary.

As reported by the Troubled Company Reporter on Oct. 13, 2016, the
Debtors filed with the Court a Joint Plan of Reorganization and
Disclosure Statement, which proposes a return of approximately 5%
to general unsecured creditors with possible upside from litigation
recoveries.  The aggregate amount of general unsecured claims is
estimated at $100 million to $115 million.

Wells Fargo is represented by:

     Robert L. Barrows, Esq.
     WARREN, DRUGAN & BARROWS, RC.
     800 Broadway
     San Antonio, Texas 78215
     Tel: (210) 226-413 1
     Fax: (210) 224-6488
     E-mail: rbarrows@wdblaw.com

                   About Buffets LLC

Buffets LLC, et al., are one of the largest operators of
buffet-style restaurants in the U.S.  The buffet restaurants,
located in 25 states, principally operate under the names Old
Country  Buffet(R), Country Buffet(R), HomeTown(R) Buffet,
Ryan's(R) and Fire Mountain(R).  These locations primarily offer
self-service buffets with entrees, sides, and desserts for an
all-inclusive price.  In addition, Buffets owns and operates an
10-unit full service, casual dining chain under the name Tahoe
Joe's Famous Steakhouse(R).

Buffets Holdings, Inc., filed for Chapter 11 relief in January 2008
and won confirmation of a reorganization plan in April 2009. In
January 2012, Buffets again sought Chapter 11 protection and
emerged from bankruptcy in July 2012.

In Aug. 19, 2015, Alamo Ovation, LLC acquired Buffets Restaurants
Holdings, Inc., and as a result of the merger, Buffets operated
over 300 restaurants in 35 states.

Down to 150 restaurants in 25 states after closing unprofitable
locations, Buffets LLC and its affiliated entities sought Chapter
11 protection (Bankr. W.D. Tex. Case No. Lead Case No. 16-50557) in
San Antonio, Texas, on March 7, 2016.  The cases are assigned to
Judge Ronald B. King.

The Debtors have tapped Akerman, LLP, as counsel, Bridgepoint
Consulting, LLC as financial advisor and Donlin, Recano & Company
as claims and noticing agent.

The U.S. Trustee on March 21, 2016, appointed Van Eerden
Foodservice Company, Heather Gage, Bryce King, Realty Income
Corporation, Windstream, Automatic Data Processing, Inc., and
Edward Don & Company as members of the Official Committee of
Unsecured Creditors.  The Committee appointed Greenberg Traurig,
LLP as counsel.


CABLE & WIRELESS: Fitch Assigns 'BB-' IDR; Outlook Stable
---------------------------------------------------------
Fitch Ratings has assigned Cable & Wireless Communications Limited
(CWC) Long-Term Foreign Currency and Local Currency Issuer Default
Ratings of 'BB-' with a Stable Outlook.

                         KEY RATING DRIVERS

CWC's ratings reflect its diversified services and operating
geographies, leading market positions, and solid network
competitiveness backed by high investment level.  CWC's market
positions were further strengthened by its acquisition of Columbus
International Inc. in 2015.  The ratings are tempered by CWC's high
leverage for the rating level, cash flow leakage to non-controlling
shareholders for some of its key operations, and pressured growth
in its main mobile and fixed-voice segments due to the mature
industry trend.

CWC is a wholly owned subsidiary of Liberty Global plc (LG), and is
a part of LiLAC Group (LiLAC), which represents LG's Latin America
and Caribbean operations.  The company benefits from the strategic
oversight by LG and its management expertise, as well as
procurement and operating synergies gained from the group.  LiLAC
operating entities are separately capitalized and operations are
managed independently; the LG group maintains a leverage target of
4.0x-5.0x for companies in the group.  In Fitch's base case
scenario for the short to medium term, Fitch does not foresee any
material cash flow upstream to the parent given CWC's high leverage
and suppressed free cash flow (FCF) generation that limits capacity
for such cash flow upstream.

Solid Market Position:
CWC is an integrated telecom operator with operational geographies
in the Caribbean region, Latin America, and the Seychelles.  The
company's operation is well diversified into mobile and fixed
services and it has the number one market position in the majority
of its markets, especially for the fixed-line segment following its
acquisition of Columbus, which resulted in improved scale and
network reach and quality.

The market structure in most of the region is largely a duopoly
between CWC and Digicel.  Fitch does not believe the risk of a new
entrant to be high given the relatively small size of each market
amid the increasing market maturity, especially for the mobile
service.  Under this environment, Fitch expects the company's
leading market positions to remain stable over the medium term
although the competitive pressures should remain high.  In
addition, the company's continued high investment for network
upgrades, under its three-year 'Project Marlin' capex plan, should
bode well for its network competitiveness in the coming years.

Slow Growth; Stable Margins:
CWC's revenue growth has been stagnant during 2016 as most segments
are pressured by a high level of competition and the unfavourable
industry trend.  During the first six months of fiscal year 2017
(FY17), which ends on March 31, 2017, the company's revenues
contracted by 2.2%, mainly due to the suppressed mobile and
fixed-voice segments.  Fitch does not expect revenue contraction in
the mobile segment to reverse in the short term as data ARPU
improvement would not be sufficient to fully mitigate the mobile
voice ARPU trends.  Legacy fixed-voice revenue erosion is also
unlikely to abate due to waning demand given cheap mobile voice or
Voice-over-internet-protocol (VoIP) services. Fitch believes that
CWC's broadband and managed services segments will be the main
growth drivers backed by its increasing subscriber base and
relatively low service penetrations, and growing
corporate/government clients' IT service demands.  Overall, Fitch
forecasts these two segments will enable resumed modest revenue
growth in FY18.

Despite revenue contraction, the company has managed to improve its
EBITDA generation by 1.5% during 1HFY17 compared to a year ago,
mainly backed by cost savings from network and staff related
synergies following the Columbus acquisition.  Following the
acquisition by LG in May 2016, the company also announced its plan
to save additional USD150 million by 2020 on a recurring basis;
half is through opex reduction and the remainder is capex savings.
These acquisition-synergy-driven cost reductions should help the
company maintain relatively stable EBITDA margins over the medium
term at 37%-38%.

Negative FCF Until FY17:
Fitch expects CWC's FCF generation to remain negative in FY17 due
to high capex, which has remained in negative territory since FY14.
The company also paid special dividend of USD194 million related
to LG's acquisition of CWC during FY17, which was funded by its
Term Loan B2 at Sable International Finance Limited (SIFL). Despite
continued EBITDA improvement to USD950 million in FY16 (USD902
million on a restated basis under US GAAP following LG's
acquisition), the company's CFFO generation was weak, just USD138
million, mainly due to increased working capital and high cash
finance expenses.  Capex remained high at USD528 million during
FY16, accounting for 22% of total sales, and the company also paid
dividends of USD116 million, resulting in negative FCF generation
of USD506 million and negative 21% of FCF margin, in line with the
FY15 level of negative 22%.

Positively, in the absence of any dividends and reduced capex
following the completion of the project Marlin, Fitch expects CWC's
FCF generation to turn modestly positive from FY18, which should
lead to modest medium-term deleveraging.

High Leverage:
CWC's leverage is high for the rating level.  The company's
adjusted net debt to EBITDAR leverage has increased to 3.6x at
end-FY16 from just 2.0x in FY14 mainly due to its Columbus
acquisition in 2015 and continued negative FCF generation.  Given
the aforementioned negative FCF projection for FY17, Fitch
estimates the company's adjusted-net-debt-to-EBITDAR leverage to
increase to 4.4x by end-FY17 and modestly improve to 4.2x over the
medium.  Also, the company's cash-flow-based leverage was weaker
than EBITDAR-based metrics as its FFO-adjusted net leverage was
5.2x at end-FY16.

Different Recovery Prospects:
The IDR of CWC is based on the consolidated credit profile of the
group, including Columbus, given the high degree of operational
integration and common business and financial strategy.  For
issuance ratings, Fitch believes the creditors of SIFL debt,
including revolving credit facility and term loan, as well as
senior unsecured notes, enjoy structurally senior guarantees from
key intermediate and ultimate holding companies of the group,
compared to the unsecured notes at Cable & Wireless International
Finance B.V. (CWIF), which is only guaranteed by Cable & Wireless
Limited (CWL).

Based on Fitch's recovery analysis, debts at SIFL are assigned RR4
recovery ratings, which represent an average recovery prospect in
the case of default, resulting in the same issuance ratings as the
group IDR of 'BB-'.  Based on the waterfall approach, Fitch does
not expect there to be meaningful residual value left for the
unsecured notes at CWIF after covering senior claims at SIFL,
resulting in a RR5 recovery rating and a 'B+' issuance rating,
which is a notch lower than the IDR.

Recovery rating on Columbus' senior unsecured notes should be based
on its own asset pool and cash flow generation given the separate
guarantor group structure from SIFL guarantor group.  As such,
Fitch has assessed Columbus' notes recovery prospects on a
stand-alone basis, and assigned 'RR4' recovery rating, resulting in
the same issuance rating as the group IDR of 'BB-'.

                        DERIVATION SUMMARY

CWC's leading market position, diversified operations, and
relatively stable EBITDA generation compare in line or favourably
against other regional telecom operators in the 'BB' rating
category.  This strength is offset to a degree by its higher
leverage than most peers in the same rating category and continued
short-term negative FCF generation.  Also, LG's group financial
policy is a constraint on CWC's ratings.  The company's overall
financial profile is stronger than its direct regional competitor,
Digicel Group Limited, which is rated 'B'.  No country ceiling,
parent-subsidiary linkage, or operating environment aspects impact
the ratings.

                           KEY ASSUMPTIONS

Fitch's key assumptions within the rating case for CWC include:

   -- Negative revenue growth in FY17, followed by low-single-
      digits revenue growth from FY18 and beyond;

   -- EBITDA margin to continue to improve close to 38% by FY18,
      mainly due to operational synergies from LG's acquisition;

   -- Capital intensity to gradually fall toward 16% by FY19;

   -- No shareholder distribution in terms of dividends, or
      intercompany loans;

   -- Adjusted net debt to EBITDAR to remain in the range of 4.0x-
      4.5x over the medium term.

                       RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action

   -- Muted revenue growth and margin erosion due to intense
      competition and lower-than-expected synergy benefits from
      the acquisition by LG, and continued high capex and working
      capital burden resulting in sustained negative FCF
      generation;

   -- A high level of cash flow upstream to LG;

   -- Sustained deterioration in its adjusted net leverage,
      increasing toward 5.0x from the current projection range of
      4.0x - 4.5x.

Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action

   -- Continued margin expansion and FCF generation turnaround;

   -- Clear commitment for deleveraging in the absence of any
      material cash flow upstream to LG, resulting in its adjusted

      net leverage falling well below 4.0x on a sustained basis;

   -- Improvement of its FFO-based net leverage, more closely
      aligned with the EBITDAR based leverage ratios.

                            LIQUIDITY

CWC's liquidity profile is sound, backed by its long dated debt
maturities profile and stable operational cash flow generation. The
company held USD231 million of readily-available cash as of Sept.
30, 2016, while its debt maturities until the end-2017 was USD142
million.  CWC also has a USD625 million revolving credit facility
at SIFL, which increased from USD570 million during October 2016,
with USD220 million of unused availability to be drawn.  The
company also has credit facilities at its regional operating
subsidiaries, mainly Panama, totalling USD368 million, of which
USD286 million was drawn and USD82 million was undrawn as of Sept.
30, 2016.  These facilities further bolster CWC's financial
flexibility.  The company has good access to international capital
market.

                      FULL LIST OF RATING ACTIONS

Fitch has assigned these ratings:

Cable & Wireless Communications Limited

   -- Long-Term Foreign Currency and Local Currency IDRs 'BB-'/
      Outlook Stable.

Cable and Wireless International Finance B.V.

   -- Senior unsecured notes 'B+/RR5'.

Sable International Finance Limited

   -- Senior secured revolving credit facility and term loans
      'BB-/RR4';
   -- Senior unsecured notes 'BB-/RR4'.

Columbus International Inc.

   -- Senior unsecured notes 'BB-/RR4'.



CAMP INTERNATIONAL: S&P Affirms Then Withdraws 'B-' CCR
-------------------------------------------------------
S&P Global Ratings said that it affirmed its 'B-' corporate credit
rating on CAMP International Holding Co.  The outlook is stable.

At the same time, S&P withdrew all of its issue-level ratings on
CAMP because its rated debt has been repaid.

Subsequently, S&P withdrew its corporate credit rating on CAMP.

These actions follow the closing of The Hearst Corp.'s acquisition
of Merrimack, N.H.-based CAMP from private equity firm GTCR. Hearst
is a private company and not rated by S&P Global Ratings. Thus S&P
cannot assess the credit worthiness of the combined entity.

In connection with the transaction, CAMP's debt was fully repaid.
Therefore, S&P withdrew its corporate credit rating on CAMP and our
issue-level ratings on the company's debt.


CCC OF FAIRPLAY: No Problems Observed, PCO 2nd Report Says
----------------------------------------------------------
Dale Watson, as Long Term Care Ombudsman for CCC of Fairplay, LLC,
filed a second status report on December 1, 2016, with the United
States Bankruptcy Court for South Carolina.

The Ombudsman reported that there were no problems observed during
the visits.  Mary Dunmoyer, the Administrator, shared to the
Ombudsman that there were no financial problems or issues since the
bankruptcy proceedings started.

Moreover, the Ombudsman observed that the facility was well stocked
and the overall cleanliness of the facility was noted to be good on
all visits.

Further, the Ombudsman reported that there are no pending complaint
investigation for the facility.

           About CCC of Fairplay

CCC of Fairplay, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. S.C. Case No. 16-03240) on June 30,
2016. The Debtor seeks to hire Skinner Law Firm, LLC, as its legal
counsel.

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

The United States Bankruptcy Court for the District of South
Carolina granted the application of the United States Trustee for
the appointment of A. Dale Watson of the State Long Term Care
Ombudsman Program as the patient care ombudsman for CCC of
Fairplay, LLC.


CHANNEL CONSTRUCTION: Court Allows Over $20K in Atty's Fees
-----------------------------------------------------------
Judge Herb Ross of the United States Bankruptcy Court for the
District of Alaska allowed $20,937.50 as a reasonable approximation
for Class 3 attorney fees and costs in the case captioned.

The debtor sought to compel the restructuring of First Bank's
oversecured $2.7 million Class 3 claim for just the amount of
principal and interest owing, without including $41,800 in attorney
fees claimed by First Bank.  However, the debtor did not identify
the amount comprising Class 3 with sufficient clarity in the plan
to exclude attorney fees and First Bank did not waive them.

Judge Ross held that the attorney fee clause in the Class 3 loan
documents should be read broadly enough to allow reasonable
attorney fees for First Bank's good faith negotiation of a
consensual plan without either party being the "prevailing party."
However, the judge found that the $41,800 includes items not
reasonably attributed to Class 3.  Judge Ross therefore reduced the
amount allowed by 50%, to $20,937.50, for the $41,800 fees and $75
in costs claimed by First Bank to reflect the amount attributable
to Class 3.

A full-text copy of Judge Ross' November 21, 2016 memorandum is
available at https://is.gd/yYuCUI from Leagle.com.

Channel Construction, Inc, is represented by:

          Cabot C. Christianson, Esq.
          LAW OFFICES OF CABOT CHRISTIANSON, P.C.
          911 West 8th Avenue, Suite 201
          Anchorage, AK 99501
          Tel: (907)258-6016
          Fax: (907)258-2026

            -- and --

          Terence K. McGee, Esq.
          MCGEE LAW OFFICES, PLLC
          19020 Bothell Way NE, Suite D
          Bothell, WA 98011
          Tel: (425)368-2321
          Fax: (425)368-2322

Office of the U.S. Trustee, U.S. Trustee, is represented by:

          Thomas A. Buford, III, Esq.
          OFFICE OF THE UNITED STATES TRUSTEE
          700 Stewart Street, Suite 5103
          Seattle, WA 98101
          Tel: (206)553-2000
          Fax: (206)553-2566

Committee of Unsecured Creditors, Creditor Committee, is
represented by:

          Michael R. Mills, Esq.
          DORSEY & WHITNEY LLP
          1031 West Fourth Avenue, Suite 600
          Anchorage, AK 99501-5907
          Tel: (907)276-4557
          Fax: (907)276-4152
          Email: mills.mike@dorsey.com

                    About Channel Construction

Channel Construction, Inc., based in Juneau, Alaska, filed for
Chapter 11 bankruptcy (Bankr. D. Alaska Case No. 14-00103) on
March 31, 2014.  Judge Herbert A. Ross oversees the case.  Cabot
C. Christianson, Esq., at Christianson & Spraker, serves as the
Debtor's counsel.  The Debtor estimated $1 million to $10 million
in both assets and liabilities in its petition.  A list of the
Debtor's 29 largest unsecured creditors is available for free at
http://bankrupt.com/misc/akb14-103.pdf  


CHANNEL TECHNOLOGIES: Omnibus Assets Sale Procedures Approved
-------------------------------------------------------------
Judge Peter H. Carroll of the U.S. Bankruptcy Court for the Central
District of California approved Channel Technologies Group, LLC's
omnibus procedures for the sale, transfer, and abandonment of
certain equipment, finished goods, inventory, work-in-process
inventory, documents and/or surplus, obsolete, non-core, or
burdensome assets.

A hearing on the Motion was held on Dec. 7, 2016 at 10:00 a.m.

Pursuant to Section 363(b) of the Bankruptcy Code, the Debtor is
authorized to sell or transfer the assets in accordance with these
Omnibus Asset Sale Procedures:

   a. with regard to sales or transfers of assets in any individual
transaction or series of related transactions to a single buyer or
group of related buyers with a net selling price equal to or less
than $99,000:

       i. The Debtor is authorized to consummate such
transaction(s) if the Debtor determines in the reasonable exercise
of its business judgment, that such sales or transfers are in the
best interests of its estate, without further order of the Court or
notice to any party other than the U.S. Navy and Blue Wolf Capital
Fund II, L.P. ("DIP Lender") and subject to the procedures set
forth;

      ii. Three business days prior to the scheduled closing, the
Debtor will transmit to the Navy and the DIP Lender a notice
setting forth a) the identification of the Assets being sold or
transferred, (b) the identification of the purchaser of the assets,
(c) the purchase price;

     iii. If, prior to the close of business on the date identified
in the notice provided in accordance with the preceding paragraph
("Closing Date") the Navy or the DIP Lender sends written notice to
the Debtor that it objects to the proposed sale, the Debtor will
not consummate the proposed sale except upon further order of the
Court;

      iv. If no written objection is received by the Debtor from
the Navy or the DIP Lender prior to the close of business on the
Closing Date, then the Debtor is authorized to immediately
consummate such sale or transfer without further order of the
Court; and

       v. Any such transaction(s) will be free and clear of all
Liens, with such Liens attaching only to the sale or transfer
proceeds with the same validity, extent, and priority as had
attached to the assets immediately prior to such sale or transfer.

   b. With regard to sales or transfers of Assets in any individual
transaction or series of related transactions to a single buyer or
group of related buyers with a net selling price greater than
$99,000 but equal to or less than $300,000:

       i. The Debtor is authorized to consummate such
transaction(s) without further order of the Court if the Debtor
determines in the reasonable exercise of its business judgment that
such sales or transfers are in the best interests of the Debtor's
estate, subject to the procedures set forth;

      ii. Any such transaction(s) will be free and clear of all
Liens, with such Liens attaching only to the sale or transfer
proceeds with the same validity, extent, and priority as had
attached to the Assets immediately prior to such sale or transfer.


     iii. The Debtor will file with the Court and give written
notice of each proposed sale or transfer to the parties entitled to
such notice pursuant to that certain Order Granting Emergency
Motion for Order Limiting Scope of Notice ("Limited Notice Order")
entered on Oct. 20, 2016, and will comply with the special notice
procedures related to classified material approved in the Limited
Notice Order, if applicable, and the requirements of Local
Bankruptcy Rule 6004-1(f);

      iv. The content of the Sale Notice will consist of (a)
identification of the Assets being sold or transferred, (b)
identification of the purchaser of the assets, (c) the purchase
price, (d) the significant terms of the sale or transfer agreement,
and (e) the location and the identity of any broker or any other
party utilized by the debtors in consummating the sale and the fee
to be paid to such broker or other party and a statement regarding
the disinterestedness of such broker;

       v. If no written objections from any of the Notice Parties
are filed within 7 calendar days after the date of service of such
Sale Notice, then the Debtor is authorized to immediately
consummate such sale or transfer without further order of the
Court, provided however that if required by the buyer an order may
be entered by the Court approving such sale upon stipulation of the
parties; and

      vi. If any Notice Party files a written objection to any such
sale or transfer with the Court within 7 calendar days after
receipt of such Sale Notice, then the relevant Assets will only be
sold or transferred upon either the consensual resolution of the
objection by the parties in question or further order of the Court.
If no resolution to the objection is reached, the Debtor will then
schedule a hearing to consider the proposed sale of any Assets at
the next scheduled omnibus hearing or such other date as may be
authorized by the Court.

To the extent the Debtor seeks to conduct a sale of assets to an
individual buyer or a group of related buyers with an aggregate
selling price greater than $300,000, the Debtor will seek separate
approval from the Court with respect to such sale or transfer.

Notwithstanding anything to the contrary contained, to the extent
the Debtor seeks authority to sell assets to an "insider,"
regardless of the sale price, a Sale Notice (a) will disclose the
identity of the insider and the insider's relationship to the
Debtor and (b) be served on the Notice Parties.  If no written
objections from any of the Notice Parties are filed within 7
calendar days after the date of receipt of such Sale Notice, then
the Debtor is authorized to consummate such sale or transfer in
accordance with the Omnibus Asset Sale Procedures.

The Debtor will use commercially reasonable efforts to market all
Assets proposed to be sold in an effort to maximize the value
received.

Asset sales sold pursuant to the Omnibus Asset Sale Procedures will
be deemed arm's-length transactions entitled to the protections of
Section 363(m) of the Bankruptcy Code.

All buyers will take the assets sold by the Debtors pursuant to the
Omnibus Asset Sale Procedures "as is, where is," without any
representations or warranties from the Debtor as to the quality or
fitness of such assets for either their intended or any particular
purpose.  The assets will be sold free and clear of all liens
against the Debtor, its estate, or the assets.

The Debtor is authorized pursuant to Section 554(a) of the
Bankruptcy Code to abandon assets in accordance with these Omnibus
Asset Abandonment Procedures:

       a. The Debtor will give written notice of the abandonment
("Abandonment Notice") to the Notice Parties;

       b. The Abandonment Notice will contain a description in
reasonable detail of the Assets to be abandoned and the Debtor's
reasons for such abandonment;

       c. If no written objections from any of the Notice Parties
are submitted to the Debtor within 7 calendar days after the date
of service of such Abandonment Notice, then the Debtor is
authorized to immediately proceed with the abandonment; and

       d. If a written objection from any Notice Party is submitted
to the Debtor within 7 calendar days after service of such
Abandonment Notice, then the relevant Assets will be abandoned only
upon either the consensual resolution of the objection by the
parties in question or further order of the Court after notice and
a hearing.

The Debtor is authorized to pay reasonable and necessary fees and
expenses incurred in the sale, transfer, or abandonment of Assets
pursuant to the Order, including commission fees to agents,
brokers, auctioneers, and liquidators, if any.

                  About Channel Technologies Group

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

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

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

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

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


CHC GROUP: Delaware Trust Joins Creditors' Panel
------------------------------------------------
U.S. Trustee William T. Neary on Dec. 8, 2016, filed a second
amended notice of appointment of CHC Group Ltd.'s official
committee of unsecured creditors.

The U.S. Trustee has replaced Law Debenture Trust Company with
Delaware Trust Company.

The committee members now include:

     (1) Global Helicopters Pilots Association
         c/o Luke Yosca, VP
         2065 Winners Circle
         Cantonment, FL 32533
         E-mail: lukeyosca@ghpa.ca

     (2) The Milestone Aviation Group Limited
         c/o Kelli Walsh
         GE Capital Aviation Services
         901 Main Avenue
         Norwalk, CT 06851
         Tel: (203) 842-5223
         E-mail: kelli.walsh@gecas.com

     (3) Airbus Helicopters (SAS)
         c/o Kevin Cabaniss
         Airbus Helicopters, Inc.
         2701 Forum Drive
         Grand Prairie, TX 75052
         Tel: (972) 641-3550
         E-mail: kevin.cabaniss@airbus.com

     (4) Delaware Trust Company
         c/o Sandra E. Horwitz
         2711 Centerville Road
         Wilmington, DE 19808
         Tel: (302) 636-5860
         E-mail: shorwitz@delawaretrust.com

     (5) Sikorsky Commercial, Inc.
         c/o Brian Pelan
         6 Corporate Drive
         Shelton, CT 06484
         Tel: (203) 402-0252
         E-mail: brian.pelan@sikorsky.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense.  They may investigate the debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.

                  About CHC Group Ltd.

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

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

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

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

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

Angelo, Gordon & Co. and Cross Ocean Partners, which either hold
claims or manage funds and accounts that hold claims against the
Debtors' estates arising on account of the 9.25% Senior Secured
Notes due 2020 issued under the Indenture, dated as of Oct. 4,
2010, by and among CHC Helicopter S.A., as issuer, each of the
guarantors named therein, HSBC Corporate Trustee Company (UK)
Limited, as collateral agent, and the Bank of New York Mellon, as
indenture trustee, are represented by Jones Day.


CHICAGO FIRE BRICK: Continental Loses Partial Summary Judgment Bid
------------------------------------------------------------------
Judge Roger L. Efremsky of the United States Bankruptcy Court for
the Northern District of California, Oakland Division, denied
Continental Casualty Company's motion for partial summary judgment
in the adversary proceeding captioned BARRY A. CHATZ, AS TRUSTEE
FOR THE CFB/WFB LIQUIDATING TRUST, Plaintiff, v. CONTINENTAL
CASUALTY COMPANY, Defendant, Adversary No. 15-4136 (Bankr. N.D.
Cal.).

On March 9, 2016, Barry Chatz, as trustee for the CFB/WFB
Liquidating Trust, filed his First Amended Complaint against
Continental, seeking damages for breach of contract and declaratory
relief regarding the interpretation of the Joint Chapter 11 Plan of
debtors CFB Liquidating Corporation and WFB Liquidating
Corporation.  Continental filed its Answer and a Counterclaim in
which Continental also seeks declaratory relief regarding the
interpretation of the Plan.

On May 31, 2016, Continental filed its motion for partial summary
judgment on its Counterclaim.  According to Continental's Summary
Judgment Motion and the Trust's Opposition, the Trust has submitted
Proposals to Continental covering 1,133 allowed claims with a
liquidated value of $7.9 million (the "Tendered Claims").  In
addition, the Trust's Opposition stated that there are 12,365
allowed claims with a liquidated value of $38.1 million which the
Trust has not tendered to Continental (the "Non-Tendered Claims")
and among the Non-Tendered Claims, 1,037 allowed claims, with a
liquidated value of $14.9 million, involve occupational exposure to
asbestos prior to the start of the coverage period for
Continental's policies, i.e., before January 1, 1985.

The thrust of Continental's summary judgment argument was that by
proposing an "allocated percentage" of 100% of the liquidated value
of the Tendered Claims, the Trust was trying to hold Continental
liable for more than its fair share of each Tendered Claim.
Continental argued that the Trust has to assign to Continental only
that portion of each Tendered Claim for which Continental would
have financial responsibility under a post hoc equitable
contribution action.  Continental also contended that the Trust had
to perform an equitable contribution analysis for each Tendered
Claim and make an allocation based on it in any Proposal sent to
Continental.  Accordingly, because the Trust's Proposals with an
"allocated percentage" of 100% are, in Continental's view, invalid,
Continental's 90-day time period to respond under section 8.3 of
the Plan has not begun to run.  

The Trust argued that the language of section 8.3 of the Plan is
clear.  It simply provides that the Trust is to make a Proposal to
Continental stating the allocated percentage of the liquidated
value of the Tendered Claims that the Trust contends is
appropriate; it does not preclude the Trust from contending that
Continental's allocated percentage is 100% of the liquidated value
of the Tendered Claims.  The Trust also argued that, while the
language of §8.3 does not require its Proposals to allocate as
Continental insists, there is in fact no basis for equitable
contribution because there is no unjust enrichment of the sort
equitable contribution is designed to ameliorate.

Judge Efremsky denied the summary judgment motion, holding that
Continental's interpretation of the relevant sections of the Plan
is incorrect.  The judge found that Section 8.3 of the Plan says
the Trust is to make a proposal to Continental of the allocated
percentage of the liquidated value of the claims for which the
Trust contends Continental is responsible.  The judge explained
that an allocated percentage of 100% is an allocation, and the
Trust made Proposals to Continental that conformed to the terms of
the Plan and Continental had a duty under the Plan to respond to
the proposals made by the Trust.  The judge also added that the
undisputed facts show there is no basis to require an equitable
contribution analysis because there is no unjust enrichment to the
Trust by proceeding in this fashion.

The bankruptcy case is In re CFB LIQUIDATING CORPORATION, Chapter
11, f/k/a CHICAGO FIRE BRICK CO., an Illinois Corporation, et al.,
Debtors, Case No. 01-45483 RLE, Jointly Administered (Bankr. N.D.
Cal.).

A full-text copy of Judge Efremsky's November 21, 2016 memorandum
decision is available at https://is.gd/vAbpPy from Leagle.com.

Chicago Fire Brick Co. is represented by John M. Kennedy, Linder
Grode Stein Yankelevitz, et al..

          John Kennedy, Esq.
          LINDER GRODE STEIN YANKELEVITZ, ET AL.
          Los Angeles, CA
          Fax: (310)500-3501
          Email: jkennedy@linerlaw.com

CFB Liquidating Corporation, f/k/a Chicago Fire Brick Company is
represented by:

          Joseph D. Frank, Esq.
          Jeremy C. Kleinman, Esq.
          LAW OFFICES OF FRANK AND GECKER
          325 N. LaSalle St., Suite 625
          Chicago, IL 60654
          Tel: (312)276-1400
          Fax: (312)276-0035
          Email: jfrank@fgllp.com
                 jkleinman@fgllp.com

WFB Liquidating Corporation, f/k/a Wellsville Fire Brick Company is
represented by:

          Joseph D. Frank, Esq.
          LAW OFFICES OF FRANK AND GECKER
          325 N. LaSalle St., Suite 625
          Chicago, IL 60654
          Tel: (312)276-1400
          Fax: (312)276-0035
          Email: jfrank@fgllp.com

Barry A. Chatz, Trustee of the CFB/WFB Liquidating Trust, is
represented by:

          Peter C. Califano, Esq.
          COOPER, WHITE AND COOPER
          201 California Street, 17th Floor
          San Francisco, CA 94111
          Tel: (415)433-1900
          Fax: (415)433-5530
          Email: pcalifano@cwclaw.com

Office of the U.S. Trustee/Oak, U.S. Trustee, is represented by:

          Margaret H. McGee, Esq.
          OFFICE OF THE UNITED STATES TRUSTEE
          450 Golden Gate Avenue, 5th Floor, Suite #05-0153
          San Francisco, CA 94102
          Tel: (415)252-2080
          Fax: (415)705-3379


CHICAGO: Fitch Rates School Bonds "A," Raises Bankruptcy Specter
----------------------------------------------------------------
The American Bankruptcy Institute, citing Greg Hinz of Crain's
Chicago Business, reported tthat Fitch Ratings gave Chicago Public
Schools' latest $50 million bond offering an "A" because the issue
has a dedicated revenue source -- a $45 million property tax hike
recently approved by the City Council -- that's legally "insulated"
from a possible CPS "bankruptcy."

Crain's noted that Fitch used the word "bankruptcy," something CPS
chief Forrest Claypool has sworn is not coming but that the
district alluded to itself in bond documents as a "hypothetical"
possibility.

Fitch said, "The specific features of the bonds meet Fitch's
criteria for rating special revenue obligation debt without
consideration of the board's general credit quality," which Fitch
currently has at B+. The strings on the bond issue and its revenue
source allow it to "benefit from relief from the automatic stay
provision of the bankruptcy code," the report related.

The report pointed out that Gov. Bruce Rauner has from time to time
urged bankruptcy as a solution to CPS' woes, suggesting that such a
step would allow the district to restructure its contract with the
Chicago Teachers Union.

CPS had been counting on a $215 million cash influx from the state
this year to pay soaring teacher pension bills, but Gov. Rauner
vetoed the measure, saying Democrats had not delivered on the
statewide pension reform they promised, the report further
related.

Time is running out for the Illinois House to try to override the
veto—insiders say Democrats lack the needed votes -- and Gov.
Rauner and legislative leaders appear to still be stalled on a
larger deal on the state budget and pensions, the report added.

                    *     *     *

The Troubled Company Reporter, on Nov. 9, 2016, reported that
Moody's Investors Service has affirmed the Ba1 rating on $7.8
billion of the City of Chicago's general obligation (GO) debt, $540
million of sales tax debt, and $263 million of motor fuel tax debt.
The outlook remains negative.

The Ba1 rating on Chicago's GO debt balances the city's large,
diverse and expanding economic base with a very weak balance sheet
arising from high and growing unfunded pension liabilities.  The
rating acknowledges the benefit of significant tax hikes that will
fund increased pension contributions and reduce the risk of plan
asset depletion.  However, the city's unfunded pension liabilities
will continue to grow, albeit at a slower rate.  The fiscal stress
of Chicago Public Schools (CPS, B3 negative) also poses some long
term risks to the city.  Sustained fiscal stress at CPS could
pressure Chicago's credit profile in various ways, from
constraining the city's practical ability to raise revenue for
city
obligations to raising the city's borrowing costs.  Chicago's
liquidity is likely to remain strong in the near term as revenue
enhancements meet rising pension costs for at least the next
several years.


CIT GROUP: Fitch Affirms 'BB+/B' Issuer Default Ratings
-------------------------------------------------------
Fitch Ratings has affirmed the Long- and Short-Term Issuer Default
Ratings (IDRs) for CIT Group Inc. (CIT) and CIT Bank, N.A. (CIT
Bank) at 'BB+/B'. The Rating Outlook is Stable.

KEY RATING DRIVERS

IDRs, VRs, Senior Unsecured Debt and Revolving Credit Facility

The rating affirmations reflect the company's strong franchise
positions in middle-market lending, equipment leasing and
factoring, stable net finance margins, strong capital levels, a
supportive regulatory framework, reduced reliance on wholesale
funding sources following the CIT Commercial Air sale, and the
continued expansion of deposit funding sources.

Rating constraints include execution risk related to CIT's
strategic plan to become a national middle-market bank, led by an
executive management team the majority of which has been in place
for less than one year. CIT recently engaged Boston Consulting
Group to assist it in developing opportunities in key business
lines, and the broader strategic plan also involves seeking to
improve profitability and return excess capital to shareholders.
Other rating constraints include CIT's exposure principally to
middle market companies, historically a higher risk customer
segment, heightened asset risk associated with cyclical leasing
businesses such as railcar leasing, a moderate earnings profile,
and the unproven nature of the company's internet deposits (as
measured by deposit price sensitivity) in a rising interest rate
environment.

CIT continues to make enhancements to its risk management
framework, while maintaining its focus on asset-backed
transactions, and reducing leveraged loan exposure. Asset quality
has been fairly strong, although this has at least partially been a
function of the continued relatively benign credit environment.
Industry-wide, Fitch expects asset quality and residual value
reversion across many consumer and commercial finance asset classes
in 2017 after loosening underwriting standards and increased
competition post-crisis.

CIT's oil and gas loan exposure, the majority of which is secured
by traditional reserve-based lending assets, working capital assets
or long-lived fixed assets, comprised a manageable 2.4% of total
loans as of Sept. 30, 2016. Approximately 39% of these loans were
criticized as of Sept. 30, 2016, down from levels earlier this
year. Also of note, CIT's railcar leasing business is impacted by
the volatility in the energy sector; as such, Fitch expects that
lower demand for crude, coal and steel cars will challenge railcar
utilization and lease rates over the outlook horizon.

Net finance margins have ranged between 3.5%-3.7% from year-end
2013 through year-to-date ended Sept. 30, 2016 and are expected to
trend to the lower end of this range over the outlook horizon due
to challenges in the rail business and run-off of certain legacy
consumer mortgages. Return on average common stockholders' equity,
which includes income (loss) from discontinued operations, weakened
to 5.7% for the year-to-date period ended Sept. 30, 2016 from 10.8%
in 2015 and 12.2% in 2014, driven in part by the one-time
incurrence of a $230 million interest curtailment reserve in
Financial Freedom during the second quarter of 2016 (2Q16). Fitch
expects this ratio to stabilize around 10% over the next several
years.

CIT Group Inc. and CIT Bank's common equity tier 1 (CET 1) capital
ratios on a fully phased-in basis of 13.7% and 13.0%, respectively,
as of Sept. 30, 2016 are high relative to those of large regional
bank peers but expected to decline over the next several years. CIT
continues to adhere to regulatory requirements, as evidenced by its
receipt of a non-objection to its amended capital plan from the
Federal Reserve Bank of New York under the 2016 Comprehensive
Capital Analysis and Review (CCAR).

The integration of OneWest Bank, which was acquired in August 2015,
is expected to be completed by 4Q16. In Fitch's opinion, CIT
purchased a niche deposit franchise focused on high deposit
balances among affluent, older individuals, largely across retail
branches in Southern California, direct-to-consumer, and brokered
channels. While not building additional bricks-and-mortar retail
locations, the company is expanding its digital marketing
capabilities. Brokered certificates of deposit (CDs), which were
previously a part of legacy CIT Bank, represented 13.5% of total
deposits at Sept. 30, 2016, a 100 basis point reduction from the
previous quarter-end.

Following the sale of CIT Commercial Air in 1Q17, deposits will
increase to 75% of funding from 66% as of Sept. 30, 2016, as Fitch
expects that the company will reduce its unsecured debt by
approximately $6 billion. That being said, CIT has a concentrated
deposit base in Fitch's opinion, with meaningful online deposits, a
limited branch network, low commercial deposit levels and exposure
to non-FDIC covered balances. Durability of deposits, which include
CDs, interest-bearing checking, savings, and money markets/sweeps,
in a rising interest rate environment remains unproven.

Separately, CIT continues to manage the process of remediating a
material weakness in the Financial Freedom reverse mortgage
servicing business, which was formerly a division of OneWest Bank.


CIT's IDR of 'BB+' is equalized with its VR of 'bb+', reflecting
Fitch's view that external support cannot be relied upon.

The senior unsecured debt rating is equalized with CIT's IDR of
'BB+' reflecting that existing notes are senior unsecured
obligations of the company that rank equally in payment priority
with all existing and future unsubordinated unsecured indebtedness
of CIT.

The revolving credit facility is unsecured and is guaranteed by
nine of CIT's domestic operating subsidiaries. In general, the
revolving credit facility ranks equal in right of payment with all
existing unsecured indebtedness of CIT, and as such, the rating of
the revolving credit facility is equalized with CIT's IDR. The
revolving credit facility also includes a minimum guarantor asset
coverage ratio covenant that is not shared by CIT's senior
unsecured notes. Fitch believes this covenant does not provide
sufficient additional protection to the facility to provide uplift
to the revolving credit facility's ratings relative to CIT's IDR
and senior unsecured debt rating.

KEY RATING DRIVERS

Support Ratings and Support Rating Floors

The Support Ratings of '5' reflect Fitch's view that external
support cannot be relied upon. The Support Rating Floors of 'No
Floor' reflect Fitch's view that there is no reasonable assumption
that sovereign support will be forthcoming to CIT.

KEY RATING DRIVERS

Long- and Short-Term Deposit Ratings

CIT Bank's uninsured deposit ratings of 'BBB-/F3' are rated one
notch higher than the bank's IDR because U.S. uninsured deposits
benefit from depositor preference in the U.S. Fitch believes
depositor preference in the U.S. gives deposit liabilities superior
recovery prospects in the event of default.

RATING SENSITIVITIES

IDRs, VRs, Senior Unsecured Debt and Revolving Credit Facility

Positive rating momentum would be primarily dependent upon
successful execution of CIT's strategic refocus on national
commercial lending and leasing resulting in improved and consistent
operating performance. Demonstrated credit performance through
market cycles in line with expectations, maintenance of appropriate
capital levels relative to the company's risk profile and
regulatory minimums, and demonstrated durability of deposits in a
rising interest rate environment may also contribute to positive
rating momentum.

Negative rating momentum could be driven by unsuccessful execution
on current strategic objectives which results in a sustained
weakness in operating performance and/or insufficient capital
generation. Expansion into new business verticals outside CIT's
core commercial lending and leasing expertise or outsized growth in
new commercial businesses, though not expected by Fitch, may lead
to negative rating momentum. Lastly, an inability to successfully
manage the increased regulatory requirements or remediate the
material weakness in Financial Freedom would also be viewed
negatively.

The senior unsecured debt rating and the revolving credit facility
rating are equalized with CIT's Long-Term IDR, and therefore are
sensitive to any changes in CIT's IDR.

RATING SENSITIVITIES

Support Ratings and Support Rating Floors

CIT's Support Rating and Support Rating Floor are sensitive to
Fitch's assumptions around CIT's capacity to procure extraordinary
support in case of need.

RATING SENSITIVITIES

Long- and Short-Term Deposit Ratings

CIT Bank's uninsured deposit ratings are rated one notch higher
than the company's IDR, and therefore are sensitive to any changes
in CIT Bank's IDR. The deposit ratings are primarily sensitive to
any change in CIT Bank's Long- and Short-Term IDRs.

Fitch has affirmed the following ratings with a Stable Outlook:

   CIT Group Inc.

   -- Long-Term IDR at 'BB+';

   -- Short-Term IDR at 'B';

   -- Viability Rating at 'bb+';

   -- Senior unsecured debt at 'BB+';

   -- Revolving credit facility at 'BB+';

   -- Support Rating at '5';

   -- Support Rating Floor at 'NF'.

   CIT Bank, N.A.

   -- Long-Term IDR at 'BB+';

   -- Short-Term IDR at 'B';

   -- Viability Rating at 'bb+';

   -- Long-term deposit rating at 'BBB-';
   
   -- Short-term deposit rating at 'F3';

   -- Support Rating at '5';

   -- Support Rating Floor at 'NF'.


CITICARE INC: PCO to File 20th Period Report on Dec. 16
-------------------------------------------------------
Daniel T. McMurray, the Patient Care Ombudsman for Citicare, Inc.,
said he will be filing his electronic 20th periodic written
Ombudsman Report on December 16, 2016, with the United States
Bankruptcy Court for the Southern District of New York.

To get a copy of the Report, contact:

      Stephanie Gibbons, Legal Assistant
      NEUBERT, PEPE & MONTEITH, P.C.
      195 Church Street, 13th Floor
      New Haven, Connecticut 06510
      Telephone: 203-821-2000
      Email: sgibbons@npmlaw.com

              About Citicare, Inc.

Citicare, Inc., is a New York Corporation providing comprehensive
primary and specialty care to medically underserved communities. It
operates from its premises  located at 154 West 127th Street in The
borough of Manhattan, City of New York.  The company's health care
facility provided services to 5,500 unique patients and generated
25,000 visits in the year ending Dec. 31, 2014.

Citicare filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y.
Case No. 13-11902) on June 9, 2013. The petition was signed by
Silva Umukoro, the president. The Debtor estimated assets of
$500,000 to $1 million and debts of $1 million to $10 million.

The Debtor is represented by Gabriel Del Virginia, Esq., at the Law
Offices Of Gabriel Del Virginia, in New York.

As the Debtor is in the healthcare business, on Sept. 12, 2013 a
patient care ombudsman was appointed under Section 333(a)(1) of the
Bankruptcy Code.


CITIES GRILL: Court Denies Cash Collateral Use For Being Moot
-------------------------------------------------------------
Judge Catherine R. Aron of the U.S. Bankruptcy Court for the Middle
District of North Carolina denied Cities Grill and Bar, Inc.'s
Motion to use cash collateral for being moot.  After a reviewing
the record in this case, Judge Aron determined that the Court had
previously dismissed the case.

A full-text copy of the Order, dated December 6, 2016, is available
at https://is.gd/1s1A5w

                           About Cities Grill and Bar

Cities Grill and Bar, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D.N.C. Case No. 16-50876) on Aug. 25,
2016.  The petition was signed by Sammy Ballas, vice president.
The case is assigned to Judge Catharine R. Aron.  The Debtor
disclosed total assets at $3.28 million and total liabilities at
$3.01 million.  The Debtor is represented by Kenneth Love, Esq., at
Karrenstein, Love, and Dillenbeck.

The bankruptcy administrator for the Middle District of North
Carolina announced on August 26 that no official committee of
unsecured creditors has been appointed in the Chapter 11 case of
Cities Grill and Bar, Inc.


CLEAR CREEK RETIREMENT: Plan Hearing Set for Dec. 19
----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
will consider approval of the Chapter 11 plan of reorganization of
Clear Creek Retirement Plan II LLC at a hearing on Dec. 19, at
10:00 a.m.

The court had earlier approved Clear Creek's disclosure statement,
allowing the company to start soliciting votes from creditors.  

The November 17 order set a December 12 deadline for creditors to
cast their votes and file their objections.

The plan classifies general unsecured claims, which include claims
of vendors with trade debt and deficiency lienholders, in Class 3.
Subject to the availability of funds, unsecured claimants will be
paid their pro rata share after administrative expense and secured
claims have been paid.

Clear Creek will make annual distributions to Class 3 claimants
starting on March 1 following the effective date of the plan until
the case is closed.  

Distributions will be funded from the net income accrued on estate
property through the date of the distribution, plus all of the net
proceeds from the disposition of estate property less amounts set
aside for administrative expense claims and secured claims, if any.


                        About Clear Creek

Rusty Fields formed Washington limited liability company Clear
Creek Retirement Plan II LLC on Nov. 8, 2011.  The sole purpose was
to acquire real property in Williston, North Dakota, and to hold it
for resale or to develop it for residential housing.  This
development is known commonly as the "Ironwood" subdivision and
includes thirty-two single-acre residential building lots.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code in the U.S. Bankruptcy Court for the Western District of
Washington (Tacoma) (Bankr. W.D. Wash., Case No. 16-40547) on Feb.
12, 2016.  The petition was signed by Rusty D. Fields, manager.

The Debtor is represented by John R. Rizzardi, Esq., at Cairncross
& Hempelmann, P.S.  The case is assigned to Judge Brian D. Lynch.

The Debtor disclosed total assets of $9.88 million and total debts
of $8.56 million.


CLINICA SANTA ROSA: Edna Diaz De Jesus Appointed as PCO
-------------------------------------------------------
The United States Trustee for the District of Puerto Rico appointed
Edna Diaz De Jesus as the Patient Care Ombudsman for Clinica Santa
Rosa, Inc.

The appointment was made pursuant to the November 16, 2016 Order
directing the U.S. Trustee to appoint a PCO for the Debtor.

Edna Diaz De Jesus can be reached at:

         Edna Diaz De Jesus
         PROCURADORA INTERINA DEL PACIENTE
         Oficina del Procurador del Paciente
         PO Box 11247
         San Juan, Puerto Rico 00910-2347
         Tel: (787) 977-0909
         Fax: (787) 977-0915
         Emails: ediaz@opp.gobierno.pr
                 qsoto@opp.gobierno.pr
                 yramos@opp.gobierno.pr

                                    About Clinica Santa Rosa

Clinica Santa Rosa, Inc. filed a Chapter 11 petition (Bankr. D.
P.R. Case No.: 16-09033) on November 14, 2016, and is represented
by Antonio I Hernandez Santiago, Esq. in San Juan, Puerto Rico.

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

The petition was signed by Fernando Alarcon Ocasio, president.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/prb16-09033.pdf


COMSTOCK RESOURCES: May Issue 2.5-Mil. Shares Under Incentive Plan
------------------------------------------------------------------
Comstock Resources, Inc. filed with the Securities and Exchange
Commission a Form S-8 to register an additional 2,500,000 shares of
the Company's common stock, par value $0.50 per share, for issuance
under the Comstock Resources, Inc. 2009 Long-term Incentive Plan as
Amended and Restated Effective as of Nov. 8, 2016.  A full-text
copy of the Form S-8 prospectus is available for free at
https://is.gd/EscWnw

                    About Comstock Resources

Comstock Resources, Inc. is an independent energy company based in
Frisco, Texas and is engaged in oil and gas acquisitions,
exploration and development primarily in Texas and Louisiana.  The
Company's stock is traded on the New York Stock Exchange under the
symbol CRK.

The Company reported a net loss of $1.04 billion for the year ended
Dec. 31, 2015, compared to a net loss of $57.11 million for the
year ended Dec. 31, 2014.

As of Sept. 30, 2016, Comstock had $885.5 million in total assets,
$1.10 billion in total liabilities and a total stockholders'
deficit of $220.0 million.

                        *    *     *

As reported by the TCR on Sept. 23, 2016, S&P Global Ratings raised
its corporate credit rating on Comstock Resources Inc. to 'CCC+'
from 'SD' (selective default).  The outlook is negative.  "The
rating actions on Comstock are in conjunction with the
Sept. 6, 2016, close of their comprehensive debt exchange and our
assessment of the company's revised capital structure and credit
profile," said S&P Global Ratings credit analyst Aaron McLean.

Comstock Resources carries a 'Caa2' corporate family rating from
Moody's Investors Service.


CONNEAUT LAKE VOLUNTEER: DOJ Watchdog Directed to Appoint Trustee
-----------------------------------------------------------------
Judge Thomas P. Agresti of the U.S. Bankruptcy Court for the
Western District of Pennsylvania entered an Order directing the
U.S. Trustee to appoint a Chapter 11 Trustee for Conneaut Lake
Volunteer Fire Department of Conneaut Lake Borough and Sadsburry
Township.

Judge Agresti's approval was in light of Mercer County State Bank's
Motion to Appoint Chapter 11 Trustee.

Conneaut Lake Volunteer Fire Department of Conneaut Lake filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Pa., Case No.
16-10019) on Jan. 12, 2016, estimating its assets and liabilities
at between $1 million and $10 million each. The petition was signed
by George Zeljak, president.

Keith Gushard at The Meadville Tribune relates that Mercer County
State Bank filed with the Crawford County Court of Common Pleas in
December 2015 a mortgage foreclosure action against the Company to
recover more than $1.6 million in outstanding mortgage debt,
interest and penalties the department owes the bank.  

Judge Thomas P. Agresti presides over the Chapter 11 case.

Daniel P. Foster, Esq., at Foster Law Offices serves as the
Company's bankruptcy counsel.

Conneaut Lake Volunteer Fire Department of Conneaut Lake is
headquartered in Conneaut Lake, Pennsylvania.


CORDERO CORDERO: Disclosures Okayed, Plan Hearing on Dec. 13
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico will
consider approval of the Chapter 11 plan of Cordero Cordero &
Asociados-Asesores Legales P.S.C. at a hearing on December 13, at
10:00 a.m.

The court will also consider at the hearing the final approval of
the company's disclosure statement, which it conditionally approved
on November 17.

Creditors are required to cast their votes and file their
objections to the plan three days prior to the hearing.

Cordero filed its proposed plan and disclosure statement on
November 10.

                      About Cordero,Cordero

Cordero, Cordero & Asociados-Asesores Legales, P.S.C. sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. P.R.
Case No. 16-00828) on February 4, 2016.  The petition was signed by
Jose Ramon Cordero Rodriguez, president.

The case is assigned to Judge Enrique S. Lamoutte Inclan.  The
Debtor is represented by Richard Schell-Asad, Esq.

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



COSI INC: Can Hire DLA Piper as Special Counsel
-----------------------------------------------
Martin O'Sullivan, writing for Bankruptcy Law360, reported that a
Massachusetts bankruptcy judge approved Cosi Inc.'s bid to hire DLA
Piper to represent the casual dining chain in a dispute with a
franchisee.  Cosi sought permission to employ DLA Piper's services
as it seeks fees and fights a cure claim from franchisee Fast
Casual LTDA.

The Court approved the firm's hiring as special counsel amid a
limited objection filed by the Official Committee Of Unsecured
Creditors.

                         About Cosi Inc.

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

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

Cosi, Inc. and its affiliated Debtors filed chapter 11 petitions
(Bankr. D. Mass. Lead Case No. 16-13704-MSH) on Sept. 28, 2016.
The Debtors are represented by Joseph H. Baldiga, Esq. and Paul W.
Carey, Esq., at Mirick, O'Connell, DeMallie & Lougee, LLP.  The
O'Connor Group serves as their financial consultant.

Randy Kominsky of Alliance for Financial Growth, Inc. has been
tapped as chief restructuring officer to the Debtors.

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


COSI INC: Can Use Cash Collateral Until Dec. 14 Hearing
-------------------------------------------------------
Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts authorized Cosi, Inc., to continue using
cash collateral until the hearing scheduled on December 14, 2016 at
2:00 p.m.

Judge Hoffman held that the Debtor's use of cash collateral will be
on the same terms and conditions previously ordered by the Court.

A full-text copy of the Order, dated Dec. 7, 2016, is available at

http://bankrupt.com/misc/CosiInc2016_1613704_521.pdf

                    About Cosi, Inc.

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

Cosi, Inc. and its affiliated Debtors filed chapter 11 petitions
(Bankr. D. Mass. Lead Case No. 16-13704-MSH) on Sept. 28, 2016.
The petitions were signed by Patrick Bennett, interim chief
executive officer.  The Debtors are represented by Joseph H.
Baldiga, Esq. and Paul W. Carey, Esq., at Mirick, O'Connell,
DeMallie & Lougee, LLP.  The O'Connor Group serves as their
financial consultant. Randy Kominsky of Alliance for Financial
Growth, Inc. has been tapped as chief restructuring officer to the
Debtors.

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


COSI INC: Court Approves $4.53-Million DIP Loan
-----------------------------------------------
Martin O'Sullivan, writing for Bankruptcy Law360, reported that a
Massachusetts bankruptcy judge gave Cosi Inc. approval to spend a
bankruptcy loan upped to $4.53 million.

Cosi sought permission to increase and spend a previously approved
$4.1 million DIP loan.

                         About Cosi Inc.

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

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

Cosi, Inc. and its affiliated Debtors filed chapter 11 petitions
(Bankr. D. Mass. Lead Case No. 16-13704-MSH) on Sept. 28, 2016.
The Debtors are represented by Joseph H. Baldiga, Esq. and Paul W.
Carey, Esq., at Mirick, O'Connell, DeMallie & Lougee, LLP.  The
O'Connor Group serves as their financial consultant.

Randy Kominsky of Alliance for Financial Growth, Inc. has been
tapped as chief restructuring officer to the Debtors.

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


COUDERT BROTHERS: Confirmation of Varanese Award Recommended
------------------------------------------------------------
Judge Robert D. Drain of the United States Bankruptcy Court for the
Southern District of New York recommended that the district court
grant the motion filed by Development Specialists, Inc., in its
capacity as Plan Administrator of Coudert Brothers, LLP, to:

     (1) confirm the arbitration award against James B. Varanese
         in the amount of US$7,356.52, and direct the Clerk to
         enter judgment in that amount plus interest thereon from
         September 30, 2015; and

     (2) enter a default judgment with respect to the fraudulent
         transfer claim in the amount of US$8,399.87, together
         with interest thereon at the federal rate from September
         20, 2008 to the date of judgment.

Within two weeks after the effective date of Coudert's First
Amended Plan of Liquidation, the Plan Administrator commenced
adversary proceedings against various non-participating partners,
including Varanese.  The adversary complaint against Varanese
sought breach of contract damages for failure to reimburse or repay
Coudert tax payments that Coudert had made on Varanese's behalf in
the total amount of $4,241.55.

On June 17, 2013, the Plan Administrator moved in the Bankruptcy
Court to compel arbitration of the contract-related claims in
several adversary proceedings where the partner defendants were
domiciled in foreign countries, including the above-captioned
adversary proceeding.  By Order dated July 19, 2013, the Court
granted the Plan Administrator's First Motion to Compel Arbitration
Against Foreign Defendants, ordering that the contract-related
claims shall be arbitrated pursuant to the applicable arbitration
provision in the Debtor's Partnership Agreement and further
ordering that, upon the parties' consent, the fraudulent transfer
claims shall be arbitrated.

On or about September 6, 2013, the Plan Administrator commenced an
arbitration against 10 foreign partners, including Varanese,
entitled DSI v. Bailleux, et al., Case No. 50-194-T-00850-13,
before the International Centre for Dispute Resolution of the
American Arbitration Association (the "ICDR Arbitration").  The
Arbitrator issued her Final Award on September 30, 2015.  

Under Schedule J, which addressed the claims against Varanese, the
Arbitrator determined that:

     a. Varanese received due notice of the ICDR Arbitration and
        an opportunity to be heard;

     b. Varanese was an equity partner in Coudert and a party to
        the May 2001 Coudert Partnership Agreement; and

     c. the Plan Administrator had proven that Varanese:

        (a) owed US$4,241.55 in damages for breach of contract;

        (b) owed pre-Award interest on that amount at nine
            percent per annum from August 1, 2008 through the
            date of the Final Award, September 30, 2015, pursuant
            to CPLR 5004 (US$2,735.97); and

        (c) must reimburse the Plan Administrator US$379 for his   
     
            share of the ICDR administrative fees and the
            Arbitrator's compensation and expenses;

        the total amount of such award, therefore, was
        US$7,356.52 (the Varanese Award).

On September 30, 2016, the Plan Administrator filed a motion in the
Bankruptcy Court for, among other relief, an order confirming the
Varanese Award.  

Judge Drain found that the ICDR Aarbitration and the issuance of
the Varanese Award were in all respects proper with respect to
Varanese, and therefore the Varanese Award is final and binding.  

The adversary complaint also sought to recover as alleged
fraudulent transfers all payments to or on behalf of Varanese from
the date the Coudert became insolvent.  After Coudert became
insolvent on May 18, 2005, it made multiple transfers to Varanese.
In June, July and August 2005, Coudert made interest payments to
Varanese on his capital account in the amounts of $162.10, $157.19
and $111.83 respectively, for a total of $431.12.  Also, in July
2005, Coudert paid Varanese $7,968.75 as a return of his capital in
the firm.  Coudert did not receive any fair consideration or
reasonably equivalent value in exchange for these transfers.

Judge Drain noted that Varanese has failed to plead, appear or
otherwise defend himself in the adversary proceeding and has not
objected to the Motion under Bankruptcy Rule 7055.  The judge thus
concluded that the District Court therefore has authority to enter
a default judgment against him with respect to the Plan
Administrator's claim for constructive fraudulent transfer under 11
U.S.C. section 548(a)(1)(B).

The adversary proceeding is DEVELOPMENT SPECIALISTS, INC., in its
capacity as Plan Administrator for Coudert Brothers LLP, Plaintiff,
v. JAMES B. VARANESE, Defendant, Adv. Pro. No. 08-01467 (RDD)
(Bankr. S.D.N.Y.).

A full-text copy of Judge Drain's November 21, 2016 proposed
findings of fact and conclusions of law is available at
https://is.gd/k0uJtK from Leagle.com.

Coudert Brothers LLP is represented by:

          Joseph Corneau, Esq.
          Patrick J. Orr, Esq.
          Sean C. Southard, Esq.
          John E. Jureller, Jr., Esq.
          Tracy L. Klestadt, Esq.
          Brendan M. Scott, Esq.
          KLESTADT WINTERS ET AL.
          200 West 41st Street, 17th Floor
          New York, NY 10036
          Tel: (212)972-3000
          Fax: (212)972-2245
          Email: jcorneau@klestadt.com                  
                 ssouthard@klestadt.com
                 jjureller@klestadt.com
                 tklestadt@klestadt.com
                 bscott@klestadt.com

            -- and --

          Karen S. Frieman, Esq.
          STERN TANNENBAUM & BELL LLP
          380 Lexington Avenue
          New York, NY 10168
          Tel: (212)792-8484
          Fax: (212)792-8489
          Email: kfrieman@sterntannenbaum.com

Kurtzman Carson Consultants LLC, Claims and Noticing Agent, is
represented by:

          David J. Adler, Esq.
          MCCARTER & ENGLISH LLP
          245 Park Ave., 27th Flr.
          New York, NY 10167
          Tel: (212)609-6800
          Fax: (212)609-6921
          Email: dadler@mccarter.com

Official Committee Of Unsecured Creditors, Creditor Committee, is
represented by:

          Brian F. Moore, Esq.
          TOGUT, SEGAL & SEGAL LLP
          One Penn Plaza, Suite 3335
          New York, NY 10119
          Tel: (212)594-5000
          Fax: (212)967-4258
          Email: bmoore@teamtogut.com

                      About Coudert Brothers

Coudert Brothers LLP was an international law firm specializing in
complex cross-border transactions and dispute resolution. The
firm had operations in Australia and China. Coudert filed for
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 06-12226) on
Sept. 22, 2006. John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represented the Debtor
in its restructuring efforts. Brian F. Moore, Esq., and David J.
Adler, Esq., at McCarter & English, LLP, represented the Official
Committee of Unsecured Creditors. Coudert scheduled total assets
of $30.0 million and total debts of $18.3 million as of the
Petition Date. The Bankruptcy Court in August 2008 signed an order
confirming Coudert's chapter 11 plan. The Plan contemplated on
paying 39% to unsecured creditors with $26 million in claims.

Coudert has been succeeded by Development Specialists, Inc. in its
capacity as Plan Administrator under the confirmed chapter 11
plan.


CS MINING: Wants Addition $2.65-Mil. Tailings DIP Loan
------------------------------------------------------
CS Mining, LLC, asks the U.S. Bankruptcy Court for the District of
Utah for authorization to enter into additional $2.65 million
post-petition financing with the Tailings DIP Lenders: Wellington
Financing Partners, LLC, St. Cloud Capital Partners II, L.P. And
Oxbow Carbon, LLC.

The Debtor relates that $2 million of the proposed post-petition
financing represents vendor financing provided by a member of the
Official Committee of Unsecured Creditors.  The Debtor further
relates that the proceeds of the Tailings DIP Financing are to be
used to pay post-petition operating and maintenance expenses
incurred by the Debtor.  The Debtor adds that the proposed Tailings
DIP Financing and Tailings Budget are consistent with the original
business plan proposed by the Debtor's CROs, and with the best
interests of Waterloo Street Limited, one of the Debtor's alleged
pre-petition secured lenders, DXS Capital (U.S.) Limited and PacNet
Capital (U.S.) Limited, known as the Lippo Group and two minority
equity interests of the Debtor's parent company Skye Mineral
Partners, LLC, or SMP.

The salient terms of the proposed Additional Financing, among
others, include:

     (1) DIP Facility: Term loan facility in the aggregate
principal amount of up to $2,650,000.  Of the total Advance, Oxbow
will fund $2,000,000 subject to execution of a sulfuric acid supply
agreement; Wellington will fund $300,000, plus up to $250,000 of
any request made pursuant to Section 7.12(a) of the proposed Credit
Agreement; and St. Cloud will fund $100,000 of any request made
pursuant to Section 7.12(a) of the proposed Credit Agreement.

     (2) Maturity Date:  The earliest of June 30, 2017, the
effective date of a confirmed plan of reorganization, the effective
date of the closing of a sale of substantially all of the assets of
the Debtor; or the date of acceleration of the DIP Facility
following the occurrence and during the continuance of an Event of
Default.

     (3) Interest: Seven percent per annum.

     (4) Default Interest and Fees: 7.8% per annum.

     (5) Security: All obligations of the Debtor under the Tailings
DIP Financing will be secured by perfected, valid, binding,
enforceable, non-avoidable:

          (a) first priority Liens and security interests;

          (b) valid, perfected and unavoidable first priority
priming Lien, over, junior Liens and security interests in
accordance with Section 364(c)(3) of the Bankruptcy Code; and

          (c) a priming first priority Lien in accordance with
Section 364(d) of the Bankruptcy Code on property that is subject
to valid, perfected and unavoidable Prepetition Liens of Waterloo,
Western US Mineral Investors LLC, or WUMI and SMP.

     (6) Superpriority:  All obligations of the Debtor under the
Tailings DIP Financing will constitute allowed superpriority
administrative expense claims under section 364(c)(1) of the
Bankruptcy Code, subject only to the Carve-Out and Existing DIP
Liens.

     (7) Carve-Out: Consists of:

          (i) allowed, accrued, but unpaid professional fees and
expenses of the Debtor and the Committee;

          (ii) allowed, accrued, but unpaid fees and expenses of
any trustee under section 726(b) of the Bankruptcy Code, not to
exceed $25,000 in the aggregate;

          (iii) allowed, accrued, but unpaid professional fees and
expenses of the Debtor and any Committee after the delivery of a
Carve-Out Notice, not to exceed $100,000 in the aggregate; and

          (iv) the payment of fees pursuant to 28 U.S.C. Section
1930, plus any interest pursuant to 31 U.S.C. Section 3717, and
amounts associated with a wind down of the Debtor following the
consummation of the Sale Process, not to exceed $50,000 in the
aggregate.

The proposed Tailings Budget covers the months of November 2016 to
June 2017.  The Tailings Budget provides for total operating costs
in the amount of $12,089,000.

A full-text copy of the Debtor's Motion, dated December 7, 2016, is
available at http://bankrupt.com/misc/CSMining2016_1624818_473.pdf

                      About CS Mining, LLC.

CS Mining, LLC, is a mining and processing company headquartered in
Milford, Utah.

Purported creditors R.J. Bayer Professional Geologist, LLC;
Minerals Advisory Group, LLC; Rollins Construction & Trucking, LLC;
Rollins Machine, Inc.; and Oxbow Sulphur, Inc., filed an
involuntary petition to put the Company into Chapter 11 bankruptcy
(Bankr. D. Utah Case No. 16-24818) on June 2, 2016.  Brahma Group,
Inc. subsequently joined the petition.

On August 4, 2016, the Debtor filed its Notice of Filing Letter to
the Consent and Proposed Form of Order, together with a proposed
form of Order for Relief, which Order was entered by the Court on
the Relief Date.  Pursuant to the Order for Relief, CS Mining
continues to operate its business and manage its properties as a
debtor-in-possession pursuant to Chapter 11 of the Bankruptcy
Code.

Judge William T. Thurman presides over the case.

The Petitioners are represented by Martin J. Brill, Esq., at
Levene, Neale, Bender, Yoo & Brill L.L.P and George B. Hofmann,
Esq., at Cohne Kinghorn PC.

CS Mining tapped Snell & Wilmer L.L.P. as local counsel, and Pepper
Hamilton LLP as its legal counsel, nunc pro tunc to June 2, 2016.
FTI Consulting, Inc. as restructuring advisor. Epiq Bankruptcy
Solutions, LLC as claims and noticing agent.

The U.S. Trustee on August 12 appointed an Official Committee of
Unsecured Creditors.  The Committee hired Levene, Neale, Bender,
Yoo & Brill L.L.P. as lead counsel and Cohne Kinghorn as local
counsel.


CUMULUS MEDIA: Crestview Partners Holds 30.2% of Class A Shares
---------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, these reporting persons disclosed beneficial ownership
of shares of Class A Common Stock, par value $0.01 per share, of
Cumulus Media Inc., as of Dec. 6, 2016:

                                      Shares       Percentage
                                   Beneficially        of
   Name                               Owned          Shares
   ----                            ------------    ----------
Crestview Partners II GP, L.P.      9,120,557        30.20%

Crestview Radio Investors, LLC      9,099,667        30.13%

Crestview Partners II, L.P.         9,099,667        30.13%

Crestview Partners II (TE), L.P.    9,099,667        30.13%

Crestview Partners II (FF), L.P.    9,099,667        30.13%

Crestview Offshore Holdings II      9,099,667        30.13%
(Cayman), L.P.

Crestview Offshore Holdings II      9,099,667        30.13%
(FF Cayman), L.P.

Crestview Offshore Holdings II      9,099,667        30.13%
(892 Cayman), L.P.

Crestview Advisors, L.L.C              20,890         0.07%

On Dec. 6, 2016, Cumulus Media Inc., Cumulus Media Holdings Inc., a
direct wholly-owned subsidiary of the Company, and certain other
direct and indirect subsidiaries of Holdings entered into a
refinancing support agreement with holders of approximately $349.7
million, or 57.3%, of the aggregate principal amount of the
outstanding 7.75% Senior Notes due 2019 issued by Holdings and
guaranteed by the Company.  The Refinancing Support Agreement sets
forth the terms of a refinancing of the Outstanding Notes, and
pursuant to its terms the Supporting Noteholders have agreed to
tender their Outstanding Notes in a contemplated exchange offer,
subject to certain conditions set forth in the Refinancing Support
Agreement.

In addition, on Dec. 6, 2016, the Company and Crestview Radio
Investors entered into a voting agreement pursuant to which
Crestview Radio Investors agreed that at each annual, special or
other meeting of the stockholders of the Company, or at any
adjournment or postponement thereof, or in any other circumstances
upon which a vote, consent or other approval of the Issuer's
stockholders is sought, in each case, with respect to (i) the
issuance of shares of Class A Common Stock in the Exchange Offer
and (ii) the amendment and restatement of the Issuer's certificate
of incorporation to increase the number of authorized shares of
Class A Common Stock and effect the issuance of Class D common
stock and Class E common stock to certain Supporting Noteholders,
Crestview Radio Investors will (a) when a meeting is held, attend
such meeting or otherwise cause such shares of common stock it
holds to be counted as present thereat, and (b) vote (or cause to
be voted) all shares of common stock held by Crestview Radio
Investors as of the date of such meeting that are eligible to vote
on the matter or matters submitted to a vote of the Issuer's
stockholders at such meeting in accordance with the recommendation
of the Board with respect to the Transactions.

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

                      https://is.gd/Pnor7n

                      About Cumulus Media

Atlanta, Georgia-based Cumulus Media Inc. --
http://www.cumulus.com/-- is a radio broadcasting company.  The
Company is also a provider of country music and lifestyle content
through its NASH brand, which serves through radio programming,
NASH Country Weekly magazine and live events.  Its product lines
include broadcast advertising, digital advertising, political
advertising and non-advertising based license fees.  Its broadcast
advertising includes the sale of commercial advertising time to
local, national and network clients.  Its digital advertising
includes the sale of advertising and promotional opportunities
across its Websites and mobile applications.  Its across the nation
platform generates content distributable through both broadcast and
digital platforms.

Cumulus Media put AR Broadcasting Holdings Inc. and three other
units to Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-13674) in 2011 after struggling to pay off debt that topped
$97 million as of June 30, 2011.

Cumulus Media reported a net loss attributable to common
shareholders of $546 million on $1.16 billion of net revenue for
the year ended Dec. 31, 2015, compared to net income attributable
to common shareholders of $11.8 million on $1.26 billion of net
revenue for the year ended Dec. 31, 2014.

As of Sept. 30, 2016, Cumulus Media had $3.05 billion in total
assets, $2.99 billion in total liabilities and $51.39 million in
total stockholders' equity.

                          *     *     *

In March 2016, Standard & Poor's Ratings Services lowered its
corporate credit ratings on Cumulus Media and its subsidiary
Cumulus Media Holdings Inc. to 'CCC' from 'B-'.  The downgrades
follow Cumulus' announcement that it had been pursuing a
transaction that would exchange a portion of its 7.75%
senior notes due 2019 for debt and common stock in the company.

As reported by the TCR on March 29, 2016, Moody's Investors Service
downgraded Cumulus Media Inc.'s Corporate Family Rating to Caa1
from B3 and Probability of Default Rating to Caa1-PD from B3-PD.

Cumulus' Caa1 Corporate Family Rating reflects the company's
excessive leverage with debt-to-EBITDA exceeding 9.5x (including
Moody's standard adjustments) and Moody's revised expectation that
debt-to-EBITDA will remain elevated over the next 12 months due to
continued declines in network revenue and increased operating
expenses more than offsetting the benefits from an expected
increase in station group revenue and political ad sales in 2016.


CUMULUS MEDIA: Inks Refinancing Support Agreement with Noteholders
------------------------------------------------------------------
Cumulus Media Inc. announced that it has entered into a refinancing
support agreement with the holders of approximately $349.7 million,
or 57.3%, of the aggregate principal amount of the outstanding
7.75% Senior Notes due 2019 issued by Cumulus Media Holdings Inc.,
a direct wholly-owned subsidiary of the Company, and guaranteed by
the Company.  The Refinancing Support Agreement sets forth the
terms of a refinancing of the Outstanding Notes and pursuant to its
terms the Supporting Noteholders have agreed to tender their
Outstanding Notes in a private exchange offer to be made by the
Company, subject to certain conditions set forth in the Refinancing
Support Agreement.

The purpose of the Exchange Offer is to refinance the Outstanding
Notes and thereby reduce, and extend the maturity of, the Company's
indebtedness, which the Company believes will promote its long-term
financial viability.  The Company will not retain any cash proceeds
from borrowings incurred in connection with the Exchange Offer.
The Outstanding Notes tendered and refinanced in connection with
the Exchange Offer will be retired and cancelled and will not be
reissued.

If 100% of the aggregate principal amount of the Outstanding Notes
is tendered and accepted in the Exchange Offer, upon completion of
the Exchange Offer, former noteholders will hold 33.3% of the
common equity of the Company and the Company will have retired
$610.0 million in outstanding unsecured indebtedness represented by
the Outstanding Notes and incurred $305.0 million in secured
indebtedness represented by the revolving loans under the Company's
existing credit agreement.

The consideration to be provided to holders in the Exchange Offer
will consist of (i) at the holder's option, (a) revolving loans due
2020 or (b) participation interests in the revolving loans and (ii)
shares of the Company's Class A common stock (and/or warrants to
purchase an equal number of shares of Class A common stock if
deemed necessary to comply with the requirements of the
Communications Act of 1934, as amended, or the rules, regulations
and policies promulgated by the Federal Communications Commission
in effect from time to time) for any and all Outstanding Notes
tendered by such holders in the Exchange Offer.  At the settlement
date of the Exchange Offer, the participation interests will
automatically be deposited into an entity that the Company will
establish to effect the refinancing, Cumulus Pass Through Trust, a
Delaware statutory trust, in exchange for an equal aggregate
principal amount of new trust certificates due 2020, representing
fractional undivided interests in the property of the Trust.  The
Trust Property will consist of:

  a) participation interests in the revolving loans, with an
     aggregate principal amount equal to the aggregate principal
     amount of outstanding trust certificates;

  b) funds resulting from payments made in respect of interest and

     fees on the revolving loans and repayments of revolving loans
     with a corresponding reduction in commitments, in each case
     which are deposited into the Trust from time to time for
     distribution to holders of trust certificates;

  c) funds resulting from repayments of principal on the revolving
     loans without a corresponding reduction in commitments that
     are deposited on behalf of the Trust with an institution, as
     a lender under the existing credit agreement, from time to
     time and held by the new revolving lender to fund any future
     revolving borrowings or for distribution to the Trust for
     distribution to Certificateholders once the commitments
     relating to such repayment amounts have been terminated; and

  d) certain other assets and contractual rights and remedies as
     described in more detail in the Offering Memorandum that will
     be provided to noteholders in connection with the Exchange
     Offer.

The revolving loans will be issued under the Amended and Restated
Credit Agreement, dated as of Dec. 23, 2013, among Holdings, as
borrower, the Company, as parent, JPMorgan Chase Bank, N.A., as
administrative agent, and the other parties from time to time party
thereto.  In connection with the Exchange Offer, Holdings will
enter into two amendments to the existing credit agreement to (i)
provide for the incurrence of the revolving loans pursuant to an
Incremental Revolving Facility (as defined in the Company's
existing credit agreement) in an aggregate amount sufficient to
consummate the Exchange Offer and (ii) include certain
modifications to the terms of the Company'a existing revolving
credit facility under the existing credit agreement, including to
(a) extend the Revolving Credit Termination Date (as defined in the
Company's existing credit agreement) to Nov. 23, 2020, (b) modify
the financial covenant in section 8.1 of the Company's existing
credit agreement to permit the borrowing of the revolving loans in
connection with the Exchange Offer and require compliance with the
Consolidated First Lien Net Leverage Ratio (as defined in the
Company's existing credit agreement) at the levels currently set
forth in its existing credit agreement for any future borrowings
under its existing revolver, (c) upon completion of the Exchange
Offer, elimination of the financial maintenance covenant under its
existing revolver, (d) increase the Applicable Margin (as defined
in its existing credit agreement) with respect to the revolving
loans to 13.25%, subject to a 1.0% floor, for Eurodollar Rate loans
(as defined in its existing credit agreement), and 12.25%, subject
to a 2.0% floor, for ABR loans (as defined in its existing credit
agreement) and (e) increase the undrawn commitment fee to 5.0%.

In order to effect the Exchange Offer, Holdings will borrow up to
$305.0 million aggregate principal amount of revolving loans under
the existing credit agreement.  The revolving loans will be general
obligations of Holdings, secured by first priority liens, ratably
with the first priority liens securing other obligations under the
existing credit agreement, on substantially all of the assets of
Holdings (other than certain excluded assets) and will be
guaranteed on a senior secured basis by the Company and the
subsidiaries of Holdings that guarantee the other obligations under
the existing credit agreement.

In connection with the Exchange Offer, the Company will amend and
restate its Third Amended and Restated Certificate of Incorporation
to provide for the issuance of (i) shares of Class D common stock
of the Company, and (ii) shares of Class E common stock of the
Company to certain Supporting Noteholders, in addition to the
consideration otherwise provided to those Supporting Noteholders in
the Exchange Offer, in consideration of the Company's obligations
under the Refinancing Support Agreement to provide those Supporting
Noteholders with certain governance rights, including the ability
for the holders of the Class D common stock to nominate one
director to the Company's board of directors and for the holders of
the Class E common stock to nominate one director to the Company's
board of directors.  For a specified period thereafter, Supporting
Noteholders that receive Class D common stock and Class E common
stock may elect or designate the Noteholder Directors at each
annual meeting of the Company's stockholders.  The shares of Class
D common stock and Class E common stock issued to such Supporting
Noteholders will not have any voting rights, other than with
respect to the election of the Noteholder Directors or as provided
by law.  The holders of Class D common stock and Class E common
stock will share equally on a per share basis with the holders of
Class A common stock (and warrants for Class A common stock) with
respect to dividends or other distributions that may be declared by
the Company's board of directors from time to time or in the
liquidation or winding up of the Company.  The shares of Class D
common stock and Class E common stock will be automatically
convertible into an equal number of shares of Class A common stock
upon the occurrence of certain events or at the option of the
holder thereof.

In connection with the Exchange Offer, the new revolving lender and
those Eligible Holders receiving revolving loans in the Exchange
Offer will seek an assignment of the revolving commitments (
currently held by the lenders under its existing revolver, which
will become effective upon the consent of the Administrative Agent,
which may not be unreasonably withheld or delayed.

Further detail regarding the Exchange Offer, including certain
conditions to the consummation of the Exchange Offer, has been
provided in a Current Report on Form 8-K filed by the Company and
available at https://is.gd/PWyayn

                      About Cumulus Media

Atlanta, Georgia-based Cumulus Media Inc. --
http://www.cumulus.com/-- is a radio broadcasting company.  The
Company is also a provider of country music and lifestyle content
through its NASH brand, which serves through radio programming,
NASH Country Weekly magazine and live events.  Its product lines
include broadcast advertising, digital advertising, political
advertising and non-advertising based license fees.  Its broadcast
advertising includes the sale of commercial advertising time to
local, national and network clients.  Its digital advertising
includes the sale of advertising and promotional opportunities
across its Websites and mobile applications.  Its across the nation
platform generates content distributable through both broadcast and
digital platforms.

Cumulus Media put AR Broadcasting Holdings Inc. and three other
units to Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-13674) in 2011 after struggling to pay off debt that topped
$97 million as of June 30, 2011.

Cumulus Media reported a net loss attributable to common
shareholders of $546 million on $1.16 billion of net revenue for
the year ended Dec. 31, 2015, compared to net income attributable
to common shareholders of $11.8 million on $1.26 billion of net
revenue for the year ended Dec. 31, 2014.

As of Sept. 30, 2016, Cumulus Media had $3.05 billion in total
assets, $2.99 billion in total liabilities and $51.39 million in
total stockholders' equity.

                          *     *     *

In March 2016, Standard & Poor's Ratings Services lowered its
corporate credit ratings on Cumulus Media and its subsidiary
Cumulus Media Holdings Inc. to 'CCC' from 'B-'.  The downgrades
follow Cumulus' announcement that it had been pursuing a
transaction that would exchange a portion of its 7.75%
senior notes due 2019 for debt and common stock in the company.

As reported by the TCR on March 29, 2016, Moody's Investors Service
downgraded Cumulus Media Inc.'s Corporate Family Rating to Caa1
from B3 and Probability of Default Rating to Caa1-PD from B3-PD.

Cumulus' Caa1 Corporate Family Rating reflects the company's
excessive leverage with debt-to-EBITDA exceeding 9.5x (including
Moody's standard adjustments) and Moody's revised expectation that
debt-to-EBITDA will remain elevated over the next 12 months due to
continued declines in network revenue and increased operating
expenses more than offsetting the benefits from an expected
increase in station group revenue and political ad sales in 2016.


DAVID WINSTON: Seeks to Hire Kilmer Crosby as Legal Counsel
-----------------------------------------------------------
The David Winston Early Cabell Family Limited Partnership, Ltd.
seeks approval from the U.S. Bankruptcy Court for the Eastern
District of Texas to hire legal counsel in connection with its
Chapter 11 case.

The Debtor proposes to hire Kilmer Crosby & Walker PLLC to give
legal advice regarding its duties under the Bankruptcy Code, assist
in analyzing claims, prepare a bankruptcy plan, advise the Debtor
regarding any potential sale of its assets, and provide other legal
services.

The hourly rates charged by the firm are:

     Brian Kilmer               $425
     J.Meritt Crosby            $375
     Shannon A.S. Quadros       $325
     Dana Drake (Paralegal)     $210

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

The firm can be reached through:

     Brian A. Kilmer, Esq.
     Shannon A.S. Quadros
     1004 Prairie St., Suite 300
     Houston, TX 77002
     Tel: 713-300-9662
     Fax: 214-763-6801
     Email: bkilmer@kcw-lawfirm.com
     Email: squadros@kcw-lawfirm.com

                      About David Winston

The David Winston Early Cabell Family Limited Partnership, Ltd.
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
E.D. Texas Case No. 16-10569) on November 22, 2016.  The petition
was signed by David W.E. Cabell, manager.  

The case is assigned to Judge Bill Parker.

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


DENNIS RAY JOHNSON: Briefing Schedule on Bid to Dismiss Entered
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of West
Virginia entered an Order outlining a briefing schedule for the
Chapter 11 case of the Debtors, Dennis Ray Johnson, II, et al..

The Order came before the Court on November 16, 2016, upon Debtor,
Sabbatical, Inc.'s, Motion to Voluntarily Dismiss the Case and
motion by the United States Trustee to appoint a Chapter 11
Trustee.

The Court ordered that:

     (a) the parties request an expedited transcript of the
November 16, 2016 hearing and the parties shall split the cost of
the transcript;

     (b) the parties exchange proposed findings of facts and
conclusions of law no later than 14 days after receipt of the
transcript;

     (c) within 21 days of the exchange, the parties submit to the
Court a proposed revised findings of facts and conclusions of law;
and

     (d) pending the further Order of the Court, the briefing of
any extent legal issues is held in abeyance.

                      About Dennis Ray Johnson

Dennis Ray Johnson, II, filed a Chapter 11 petition (Bankr. S.D.W.
Va. Case No. 16-30227) on May 9, 2016, and is Represented by
Christopher S. Smith, Esq., at Hoyer, Hoyer & Smith, PLLC.

Mr. Johnson is a businessman with ownership interests in at least
10 entities. He operates various rental real estate entities and
coal associated operations. Mr. Johnson is a member of each of
the following debtor companies -- Appalachian Mining and
Reclamation, LLC, DJWV1, LLC, DJWV2, LLC, Elkview Reclamation and
Processing, LLC, Green Coal, LLC, Joint Venture Development, LLC,
Little Kentucky Elk, LLC, Moussie Processing, LLC, Producer's Coal,
Inc., Producer's Land, LLC, Redbud Dock, LLC, Southern Marine
Services, LLC, Southern Marine Terminal, LLC, and The Silo Golf
Course, LLC -- and has filed a motion asking the Bankruptcy Court
to jointly administer the bankruptcy cases. Mr. Johnson is also a
guarantor of the debt for most of the companies.


DOWLING COLLEGE: U.S. Trustee Forms 3-Member Committee
------------------------------------------------------
The Office of the U.S. Trustee on Dec. 9 appointed three creditors
of Dowling College to serve on the official committee of unsecured
creditors.

The committee members are:

     (1) Ultimate Power Inc.
         45 Nancy Street
         West Babylon, New York 11704

     (2) Linda Ardito
         5 Two Rod Road
         Huntington, NY 11743

     (3) Lori Zaikowski
         130 Jackie court
         Patchogue, NY 11772

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.

                      About 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.

The Debtor is represented by Klestadt Winters Jureller Southard &
Stevens, LLP.  Robert Rosenfeld of RSR Consulting, LLC serves as
its chief restructuring officer while Garden City Group, LLC serves
as its claims and noticing agent.

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.


DREW TRANSPORTATION: Trustee Ordered to Refund $20,000 to T&C
-------------------------------------------------------------
Judge Jospeph N. Callaway of the United States Bankruptcy Court for
the Eastern District of North Carolina, Raleigh Division, allowed
the motion for refund filed by T&C Transportation Services, LLC,
and directed the Trustee to pay the sum of $20,000 by check to
T&C.

On August 28, 2016, the chapter 11 trustee, Walter Hinson, Esq.,
filed a Motion for Proposed Private Sale which included a proposed
Asset Sale Agreement between the parties.

With limited enumerated exceptions, the ASA provided for the sale
of "substantially all the assets" of Drew Transportation to T&C,
which were more specifically classified into three categories:
vehicles, existing contracts, and personal property.  The seven
existing contracts to be assigned to T&C were named and detailed in
an incorporated attachment to the ASA, including a "Contract to
Provide Community Transportation Services for Wake County, North
Carolina . . . by and between Wake County and Drew Transportation
Services, Inc., dated June, 2016" (the "TRACS Contract").  Because
the contracts constituted one of the primary assets being
purchased, the ASA included language that would allow T&C to seek a
partial refund of the total purchase price if a third party chose
not to  assign its contract through no fault of T&C.

Wake County Human Services later gave notice of termination of the
TRACS Contract to the Trustee, to John T. Bass, who served as a
financial consultant to the Debtor, and to Christopher Brown, the
Chief Operating Officer and Chief Financial Officer of T&C, who
served as T&C's representative during the negotiations of the ASA,
explaining that the "contract is being terminated on good terms"
and that the effective date of termination is November 19, 2016.

T&C filed a motion for refund immediately thereafter, on October
10, 2016, seeking a refund of the $20,000 designated for the TRACS
Contract under the refund provision.

Judge Callaway found that the refund Provision provides that upon
the satisfaction of a condition -- here, a third party's decision
to cancel or not transfer a contract within 30 days of the ASA's
execution -- T&C is entitled to a refund of a specific amount.  The
judge found that Wake County Human Services both canceled and
failed to transfer the TRACS Contract within 30 days of the
execution of the ASA, thus doubly satisfying the condition upon
which a refund would be due unless the decision was based on a
specific action by T&C.

Judge Callaway also found that the refund provision and sale order
also stated that the court is to consider a contractor's reasoning
for not agreeing to a transfer in determining whether to allow a
refund.  Wake County gave no specific reason or explanation for its
decision not to transfer the TRACS Contract and did not identify
any specific action or conduct by T&C that influenced its decision.
The judge thus concluded that there is no evidence that any action
taken by T&C led to the decision to cancel the contract.

Based on the foregoing, Judge Callaway found that T&C is entitled
to a refund of $20,000.00 due to timely cancelation of the TRACS
Contract based on matters other than actions or inaction of T&C.

A full-text copy of Judge Callaway's November 22, 2016 order is
available at https://is.gd/W4I0D9 from Leagle.com.

Drew Transportation Services, Inc. is represented by:

          Travis Sasser, Esq.
          2000 Regency Parkway, Suite 230
          Cary, NC 27518
          Tel: (919)319-7400
          Fax: (919)657-7400
          Email: tsasser@carybklaw.com  

Walter L Hinson, Trustee, is represented by:

          Walter L. Hinson, Esq.
          WALTER L. HINSON, P.A.
          2401-G Wooten Boulevard
          Wilson, NC 27895
          Tel: (252)291-1746
          Fax: (252)291-2521
          Email: walterhinson@nchinsonlaw.com

                    About Drew Transportation

Drew Transportation Services, Inc. filed a Chapter 11 bankruptcy
petition (Bankr. E.D.N.C. Case No. 16-02609) on May 16, 2016.  The
Debtor is represented by Travis Sasser, Esq.


DUFOUR PASTRY: Seeks to Hire A. Gross as Accountant
---------------------------------------------------
Dufour Pastry Kitchens, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire an
accountant.

The Debtor proposes to hire A. Gross, CPA, P.A. to prepare its
financial statements, assist in the formulation of a bankruptcy
plan and liquidation analysis, and provide other accounting
services related to its Chapter 11 case.

The hourly rates charged by the firm are:

     Partners                    $250
     Staff Accountants           $125
     Paraprofessionals            $75
     Administrative Assistant     $75

Allen Gross, a certified public accountant, 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:

     Allen Gross
     A. Gross, CPA, P.A.
     700 Kinderkamack Road
     Oradell, NJ 07649

                  About Dufour Pastry Kitchens

Dufour Pastry Kitchens Inc. filed a chapter 11 petition (Bankr.
S.D.N.Y. Case No. 16-12975) on October 24, 2016.  The petition was
signed by Carla Krasner, vice-president.  The Debtor is represented
by Dawn Kirby, Esq. and Jonathan S. Pasternak, Esq., at Delbello
Donnellan Weingarten Wise & Wiederkehr LLP.  The case is assigned
to Judge Stuart M. Bernstein.  The Debtor estimated assets and
liabilities at $1 million to $10 million at the time of the
filing.

For over 30 years, the Debtor, a woman-owned business, has made and
sold premium frozen ready-to-bake puff pastry dough, tart
shells, and hors d'oeuvres.  Its products are made by hand in the
Bronx using butter sourced from an upstate New York creamery, then
shipped across the country to distributors serving the finest
caterers, restaurants, hotels, and such specialty supermarket
chains as Whole Foods, Sprouts, King's, Giant Eagle and Fresh
Market.  In New York City, customers include the Waldorf Astoria,
Sheraton NY, and Grand Hyatt as well as specialty food shops like
Zabar's, Dean & Deluca, Citarella and Fairway.  

The Debtor produces pastry components (business to business) to
manufacturers who make finished product for Walmart, Costco and
other big box stores, and also produces elegant private label hors
d'oeuvres for mail order catalogs.  Their brand, particularly
renowned for their puff pastry has garnered praise from The New
York Times, Bon Appetit magazine and such celebrity chefs and food
personalities as Martha Stewart, Rachel Ray, Mario Batali and
Thomas Keller.  Over 65% of the Debtor's workforce are residents of
the Bronx, and the Debtor is a Nationally Certified Women Owned
Business (WBENC).


E & E ENTERPRISES: Selling Personal Property by Public Auction
--------------------------------------------------------------
E & E Enterprises Global, Inc., asks the U.S. Bankruptcy Court for
the Eastern District of Virginia to authorize the sale of personal
property by public auction without further order of the court.

The Debtor has identified the following personal property which the
Debtor believes is not necessary to its reorganization:

          a. Office Telephones (NEC digital phones) – 16 total

          b. Burgundy Cloth Chair, no rollers – 1

          c. Burgundy Cloth Chairs, with rollers – 7 total

          d. Office Desks, L Shape – 6 total

          e. Huge Outdoor Light up Signs – 2 total

          f. Sign #1: 8' X 38" X 1'

          g. Sign #2: 10' X 5' X 15"

          h. Prima/SDTV, small with DVD player – 1

          i. Keyboards, HP, Dell, Logitech - 7 total

          j. Monitors, Dell, View Sonic, HP, Samsung, Norwood,
Acer, Hyundai, Getaway – 11 total

          k. Hard Drives, Dell, HP, APC – 18 total

          l. Desk Printers, Epson, HP – 4 total

          m. Clear plastic Floor Mats for the Desk – 12 total

          n. Speakers for Computer – 4 total

          o. Monitor Covers – 7 total

          p. Small Soleus Air Conditioner – 1

          q. Automatic Door Openers – 2 total

          r. Custom Wood Blinds, Light and Dark Brown, small,
medium and large (with hardware)

          s. Ceiling Tile and Ceiling Grid (Brand New Certainteed)
- value $67,000

          t. Generac 14KW generator

          u. Assorted Thomas Kincaid, Tarkay and other limited
edition prints

The property is encumbered by a pre-petition lien granted to Branch
Banking and Trust Company ("BB&T") to secure a BB&T revolving line
of credit ("Secured Claim").  Prior to the Petition Date, BB&T
assigned the Secured Claim to Hedge Fund V, LLC.  Upon information
and belief, at all relevant times subsequent to the Petition Date
the Secured Claim was and is under-secured.

Upon information and belief, the Debtor will acquire the Secured
Claim collateralized by the property.

Debtor proposes to sell the property free and clear of all liens,
claims, encumbrances, and interests, and such liens, claims,
encumbrances, and interest (including those of the Secured Claim)
to attach, to the same extent and in the same priority, to the
proceeds of such sale.

In the Debtor's business judgment, the best way to liquidate the
property is by public auction.  The Debtor does not expect the
property to yield significant proceeds upon sale, but the Debtor
wishes to dispose of the property to free up storage space and
generate whatever proceeds are possible.  The Debtor proposes to
auction all property, except the ceiling tiles, without reserve.

Contemporaneously, the Debtor will file a separate application
seeking Court permission employ an auctioneer.

The asks the Court to approve the sale of the property by public
auction without further order of the Court, and waive the 14-day
waiting period imposed by Federal Rule of Bankruptcy Procedure
6004(h) to allow the Debtor to proceed with the sale of the
property immediately upon entry of the order.

                   About E & E Enterprises

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

The case is assigned to Judge Frank J. Santoro.

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


EAGLE INC: Court Denies Approval of Disclosure Statement
--------------------------------------------------------
Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern
District of Louisiana denied approval of the revised disclosure
statement explaining Eagle Inc.'s Chapter 11 plan of
reorganization.

The matter came before the Court on November 18, 2016, as a hearing
on approval of the disclosure statement and the objections filed by
Houston General Insurance Company, United States Fidelity and
Guaranty Company, the United States Trustee, TIG Insurance Company,
et al., and Pacific Employers Insurance Company.

The centerpiece of the Plan is the establishment of a trust under
Section 524(g) of the Bankruptcy Code and an injunction that will
channel all current asbestos-related claims and future
asbestos-related demands to an asbestos personal injury trust.

The Asbestos PI Trust will be funded primarily with cash
contributed by Eagle and the Settling Asbestos Insurance Entities.
In addition, the Asbestos PI Trust will be funded with 100% of the
New Eagle Common Shares, and the proceeds of estate causes of
action.  The Debtor estimates that the total allowed amount of all
prepetition claims other than asbestos PI claims will be
approximately $1,220,112, all of which are prepetition
professionals fees, which the Debtor intends to negotiate to reduce
or eliminate.

On September 21, 2016 the Debtor, on behalf of its estate and
creditors, filed an adversary complaint against defendants Fred J.
Schuber, III, David W. Schuber, Susan S. Proper, Donna S.
Schexnayder, Schuber Holdings, L.L.C., Eagle Insulations, L.L.C.,
Pelican State Investment Company, and The Cajun Company.  The
causes of action in the Complaint pertain to a series of transfers
that occurred between 2005 and 2006.  The Complaint includes counts
against the Defendants for avoidance of illegal dividends, breach
of fiduciary duty (corporate waste and mismanagement), breach of
fiduciary duty (self dealing), aiding and abetting breach of
fiduciary duty, civil conspiracy, and accounting and seeks damages
in excess of $7 million.

The U.S. Trustee complained, among other things, that the
Disclosure Statement did not provide any information regarding the
mechanics of the Asbestos PI Trust and was unclear on how the
Debtor will make any cash contributions to the Trust.  The U.S.
Trustee said the Debtor lacks any going concern value, since it is
not an operating entity, and it lacks any future income
operations.

Pacific Employers Insurance Company complained that defunct
entities like Eagle are ineligible for a channeling injunction
under section 524(g) because they fail four separate Chapter 11
standards: that of section 1141(d), that of section
524(g)(2)(B)(i)(II), that of section 1129(a)(7), and that of
section 1129(a)(9).  These defects, according to the insurer,
render Eagle's Plan unconfirmable.  Moreover, the insurer
complained that the Debtor's Plan contains myriad provisions that
purport to strip away contractual rights from Eagle's insurers.
The Disclosure Statement fails to state that insurers object to
these provisions, and that confirmation of a plan containing such
provisions may be held to vitiate coverage, effectively eliminating
the possibility of distributions to holders of Asbestos Personal
Injury Claims, the insurer further complained.

A full-text copy of the Revised Disclosure Statement dated
October 13, 2016, is available at:

       http://bankrupt.com/misc/laeb15-12437-341.pdf

Counsel for Pacific Employers Insurance Company:

     Tancred V. Schiavoni, Esq.
     Timothy W. Grinsell, Esq.
     O'MELVENY & MYERS LLP
     7 Times Square
     New York, NY 10036
     Tel: (212) 326-2000
     Fax: (212) 326-2061
     E-mail: tschiavoni@omm.com
             tgrinsell@omm.com

        -- and --

     Maura Z. Pelleteri, Esq.
     Christopher J. Weema, Esq.
     PUGH, ACCARDO, HAAS, RADECKER & CAREY, LLC
     1100 Poydras Street, Suite 3200
     New Orleans, Louisiana 70163
     Tel: 504-799-4500
     Fax: 504-799-4520
     E-mail: mpelleteri@pugh-law.com
             cweema@pugh-law.com

                       About Eagle Inc.

Founded in 1920, Eagle, Inc., sold gaskets and insulation-related
products, many of which contained asbestos. Eagle discontinued the
distribution and sale of asbestos-containing products in the late
1970s and ceased all operations in 2006 other than the management
of asbestos litigation and insurance rights.

Eagle Inc. filed for Chapter 11 bankruptcy protection (Bankr. E.D.
La. Case No. 15-12437) on Sept. 22, 2015, with a goal of confirming
a plan of reorganization which implements a channeling injunction
and trust to resolve its liability for asbestos-related claims.
Judge Jerry A. Brown is assigned to the case.

The petition was signed by Raymond P. Tellini, the president.

The Debtor's schedules disclosed $1,517,044 in assets and
$1,220,112 in liabilities.  Full-text copies of the Schedules are
available at http://bankrupt.com/misc/EAGLEsal1006.pdf     

The Debtor has engaged Young Conaway Stargatt & Taylor, LLP, as
counsel; Barrasso Usdin Kupperman Freeman & Sarver, LLC as local
counsel; and Epiq Bankruptcy Solutions as claims, noticing and
balloting agent.

The U.S. Trustee has appointed an Official Committee of Asbestos
Personal Injury Claimants consisting of the following three
members: (i) Steven F. Richard, Sr.; (ii) The Estate of Sylvester
W. Gordon, through Beatrice Gordon, Surviving Spouse; and (iii)
Sara Virginia Moskau, for the Estate of Paul Weaver c/o Baron &
Budd, P.C.  The counsel for the Asbestos Claimants Committee is
Kevin C. Maclay, Esq., and Kevin M. Davis, Esq., at Caplin &
Drysdale, Chartered, in Washington, D.C.


EL PRIMERO: Court to Hold Plan-Related Hearing on Dec. 13
---------------------------------------------------------
El Primero, Inc., has asked the U.S. Bankruptcy Court for the
Eastern District of Virginia to issue an order determining that its
Chapter 11 plan of liquidation, combined with disclosures for its
case, contains "adequate information."

The request, if granted, would eliminate the requirement to file a
separate disclosure statement.

Section 1125(f)(1) of the Bankruptcy Code authorizes a court, in a
small business case, to "determine that the plan itself provides
adequate information and that a separate disclosure statement is
not necessary."

The court is set to hold a hearing on December 13, at 11:00 a.m.
The hearing will take place at Courtroom I, 2nd Floor, 200 South
Washington Street, Alexandria, Virginia.

                         About El Primero

El Primero, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Va. Case No. 16-11142) on March 30,
2016.  The Debtor is represented by Justin Fasano, Esq., at
McNamee, Hosea, Jernigan, Kim, Greenan.

The Troubled Company Reporter, on Aug. 9, 2016, reported that Judge
Robert G. Mayer of the U.S. Bankruptcy Court for the Eastern
District of Virginia authorized El Primero, Inc. to sell
substantially all of its assets to GRG, Inc., or its assigns for
$250,000 in cash, plus adjustments at closing.

The Debtor operates a 150-seat Tex-Mex/Mexican-themed restaurant
and bar in Alexandria, VA. Its assets consist of its goodwill,
equipment, tenant improvements, and inventory, as well as a small
amount of cash on hand.

From the proceeds of the sale, the Debtor will pay the lease
termination payment in the amount of $121,253 plus all rent due
for
July 2016 to Van Dorn, LLC.

The Debtor will hold $30,000 in escrow for six months from the
date
of closing for the purpose of paying any creditor that asserts a
lien or claim against any of the assets transferred to GRG.



EL REFUGIO: Seeks to Hire Avanesian Law Firm as Legal Counsel
-------------------------------------------------------------
El Refugio, LLC seeks approval from the U.S. Bankruptcy Court for
the Central District of California to hire legal counsel in
connection with its Chapter 11 case.

The Debtor proposes to hire The Avanesian Law Firm to give legal
advice regarding its duties under the Bankruptcy Code, assist in
the preparation of a bankruptcy plan, conduct examinations of
witnesses, and provide other legal services.

The hourly rates charged by the firm are:

     Michael Avanesian       $375
     Associate Attorneys     $250
     Law clerks              $150
     Paralegals              $150

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

The firm can be reached through:

     Michael Avanesian, Esq.
     W. Sloan Youkstetter, Esq.
     The Avanesian Law Firm
     801 N. Brand Blvd., Suite #1130
     Glendale, California 91203
     Tel: 818.276.2477  
     Fax: 818.208.4550
     Email: michael@avanesianlaw.com
     Email: sloan@avanesianlaw.com

                      About El Refugio LLC

El Refugio, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-25048) on November
14, 2016.  The petition was signed by Stephanie Mendoza, manager.


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


EQUINIX INC: Moody's Assigns Ba2 Rating on Sr Secured Term Loan B
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 (LGD2) rating to
Equinix, Inc.'s (Equinix or the company) proposed EUR500 million
senior secured Term Loan B. The proceeds raise will be used to
prefund a portion of Equinix's proposed $3.6 billion purchase of
certain data centers from Verizon Communications Inc. or general
corporate purposes. Moody's anticipates that Equinix will complete
the acquisition of assets from Verizon by mid-2017 and expects
Equinix to raise additional debt and equity capital in advance of
deal close. Moody's does not expect Equinix's Ba3 corporate family
rating to change as a result of the Verizon transaction, primarily
because Equinix has indicated plans to raise equity to fund part of
the purchase price. The final mix of capital issued to fund the
transaction could impact the notching of Equinix's existing secured
(Ba2) and unsecured (B1) ratings, including the rating assigned
today.

Issuer: Equinix, Inc.

Assignments:

   -- Senior Secured Bank Credit Facility, Assigned Ba2 (LGD2)

LGD Adjustments:

   -- Senior Secured Bank Credit Facility, LGD Adjusted to (LGD2)
      from (LGD3)

RATINGS RATIONALE

Equinix's Ba3 Corporate Family Rating reflects its position as the
leading global independent data center operator offering
carrier-neutral data center and interconnection services to large
enterprises, content distributors and global Internet companies.
The rating also incorporates the company's stable base of
contracted recurring revenues, its strategic real estate holdings
in key communications hubs and the favorable near-term growth
trends for data center services across the world. These positive
factors are offset by significant industry risks, intensifying
competition, an aggressive M&A program and relatively high capital
intensity. The rating also reflects Moody's concerns that the
company's cash flow profile will remain under pressure due to the
high dividend associated with its REIT status such that it will
raise additional debt to finance its capital requirements for
dividends, M&A and capital investment.

Moody's could raise Equinix' ratings if the company is on track to
generate consistent positive free cash flow after dividends and
leverage can be sustained below 4x. Alternatively, if Equinix can
maintain moderate leverage and low levels of secured debt while
increasing the proportion of cash flows generated from owned
properties towards two-thirds of total and reduce its annual cash
flow deficits meaningfully, the rating could be upgraded.

The ratings could be downgraded if leverage is sustained above 5x
(Moody's adjusted) for an extended timeframe. If Equinix does not
raise a meaningful amount of equity capital to finance the
acquisition of assets from Verizon, leverage would likely exceed 5x
(Moody's adjusted) for an extended period and Equinix's ratings
could be downgraded.

The principal methodology used in this rating was Global
Communications Infrastructure Rating Methodology published in June
2011.

Headquartered in Redwood City, CA, Equinix, Inc. is the largest
publicly traded carrier-neutral data center hosting provider in the
world with operations in 40 markets across the Americas, EMEA and
Asia-Pacific.



EQUINIX INC: S&P Retains 'BB+' Corporate Credit Rating
------------------------------------------------------
S&P Global Ratings assigned its 'BBB-' issue-level rating to
Redwood City, Calif data center provider Equinix Inc.'s proposed
EUR500 million seven-year term loan B.  The recovery rating is '1'
indicating S&P's expectation for very high (90%-100%) recovery for
secured creditors in the event of a payment default.

The 'BB+' corporate credit rating and stable outlook on Equinix
remain unchanged.  S&P expects the company to use proceeds from the
proposed term loan along with a mix of senior notes and equity to
fund the $3.6 billion purchase of 29 data centers from Verizon.

RATINGS LIST

Equinix Inc.
Corporate credit rating                 BB+/Stable/--

New Ratings
Equinix Inc.
EUR500 mil 7-year term loan B          BBB-
  Recovery rating                        1


EQUIPMENT ACQUISITION: FDIC Wins Summary Judgment
-------------------------------------------------
Judge Donald R. Cassling of the United States Bankruptcy Court for
the Northern District of Illinois, Eastern Division, granted the
motion of the Federal Deposit Insurance Corporation, as receiver
for Charter National Bank and Trust, for summary judgment on the
second amended complaint brought by William A. Brandt, Jr., in his
capacity as plan administrator for Equipment Acquisition Resources,
Inc.

The second amended complaint sought avoidance and recovery of
transfers from EAR to Charter.  Brandt specifically alleged that
EAR used an affiliated corporation, Machine Tools Direct, Inc., as
a straw man to conceal the fraudulent nature of equipment-lease
transactions.

Counts I and II sought relief for actual fraud pursuant to 11
U.S.C. section 548(a)(1)(A) and 740 Ill. Comp. Stat. 160/5(a)(1).
Brandt sought to recover $1,496,514.72 in payments previously made
by EAR to Charter.  Count III sought to recover the value of the
transfers pursuant to 11 U.S.C. section 550, and Count IV sought to
disallow the claim Charter has against EAR pursuant to 11 U.S.C.
section 502(d).  The FDIC, standing in the shoes of Charter,
intervened in the action as a defendant.

In support of its motion, the FDIC argued that there are no
material facts in dispute and that, as a matter of law and
regardless of whether the elements of a fraudulent transfer can be
proven, Brandt cannot avoid the transfers in light of the doctrine
outlined by the Supreme Court in D'Oench, Duhme & Co. v. FDIC, 315
U.S. 447 (1942) or under Congress' enactment of 12 U.S.C. section
1823(e) and section 1821(d)(9)(A).  Specifically, the FDIC argued
that the allegedly fraudulent transfers in question were
necessarily based on a secret agreement not reflected in Charter's
books and records and therefore Brandt's claims must be denied.

Judge Cassling held that the defenses of section 1823(e) and
D'Oench do apply in bankruptcy.  The judge further held that, while
the existence of a secret arrangement or scheme is a necessary part
of that defense, there is no requirement that the acquired bank be
a party to that secret arrangement or scheme.  Because the
undisputed facts demonstrate that a secret arrangement between EAR
and MTD is at the heart of Brandt's claims, and because the
defenses of D'Oench and section 1823(e) preclude Brandt from
relying on such a secret arrangement to prove EAR's fraudulent
intent, Judge Cassling held that the FDIC is entitled to summary
judgment in its favor.

Judge Cassling thus granted the FDIC's motion for summary judgment
on all counts of the second amended complaint.

The adversary proceeding is WILLIAM A. BRANDT, JR., in his capacity
as Plan Administrator for Equipment Acquisition Resources, Inc.,
Plaintiff, v. FDIC, as Receiver for CHARTER NATIONAL BANK AND
TRUST, N.A., Defendant, Adversary No. 11 A 02215 (Bankr. N.D.
Ill.).

A full-text copy of Judge Cassling's November 21, 2016 memorandum
opinion is available at https://is.gd/wLyuof from Leagle.com.

Equipment Acquisition Resources, Inc. is represented by:

          George P. Apostolides, Esq.
          Konstantinos Armiros, Esq.
          Barry A. Chatz, Esq.
          Robert E. Mckenzie, Esq.
          Kevin H. Morse, Esq.
          ARNSTEIN & LEHR LLP
          120 South Riverside Plaza, Suite 1200
          Chicago, IL 60606
          Tel: (312)876-7100
          Fax: (312)876-0288
          Email: gpapostolides@arnstein.com
                 karmiros@arnstein.com
                 bachatz@arnstein.com
                 ramckenzie@arnstein.com
                 khmorse@arnstein.com

            -- and --

          Allan B. Diamond, Esq.
          DIAMOND MCCARTHY LLP
          Two Houston Center
          909 Fannin Street, 15th Floor
          Houston, TX 77010
          Tel: (713)333-5100
          Fax: (713)333-5199
          Email: adiamond@diamondmccarthy.com

Patrick S Layng, U.S. Trustee, is represented by:

          Richard C. Friedman, Esq.
          51 University Street, Suite 201
          Seattle, WA 98101
          Tel: (206)501-4446
          Fax: (206)623-0794
          Email: rfriedman@friedmanrubin.com

                    About Equipment Acquisition

Palatine, Illinois-based Equipment Acquisition Resources, Inc.,
operated in the semiconductor equipment sales and servicing
industry.  It was designed to operate as a refurbisher of special
machinery, a manufacturer of high-end technology parts, and a
process developer for the manufacture of high-technology parts.
The bulk of EAR's stated revenue derived from refurbishing and
selling high-tech machinery; it was set up to purchase high-tech
equipment near the end of its useful life at prices that were low
relative to the cost of new units, and then refurbish using a
propriety process the equipment for sale to end-users at
substantial gross margins.

EaR engaged in a massive fraud from 2005 to 2009.  That fraud
included, but was not limited to, selling semiconductor equipment
at inflated prices, leasing the equipment back, misrepresenting
the value of the equipment, and pledging certain pieces of
equipment multiple times to various creditors to secure
financing.  It owned 2,000 pieces of semiconductor manufacturing
equipment.

First Premier Capital LLC, claiming to be owed $20 million,
alleged that the scheme has cost creditors up to $175 million.

EAR filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill.
Case No. 09-39937) on Oct. 23, 2009.  Barry A. Chatz, Esq., at
Arnstein & Lehr LLP, served as the Company's counsel.  The Company
estimated $10 million to $50 million in assets and $100 million to
$500 million in liabilities in its petition.  Unsecured creditors
were owed about $102 million.


ESSEX CONSTRUCTION: Ch. 11 Trustee Sought to Probe Fund Transfer
----------------------------------------------------------------
Judy A. Robbins, United States Trustee for Region 4, asks the U.S.
Bankruptcy Court for the District of Maryland to enter an Order
directing the appointment of a Chapter 11 Trustee for Essex
Construction, LLC, or in the alternative, convert the Chapter 11
case to one under Chapter 7 of the Bankruptcy Code.

According to the U.S. Trustee, the Debtor has a conflict of
interest in that, under the direction of its President, Roger
Blunt, the Debtor transferred to Roger Blunt $125,000 within two
weeks of filing the bankruptcy case, and more than $300,000 within
90 days of the bankruptcy case.  Further, the Debtor, under the
direction of its President, cannot and will not investigate
properly the payments made as possible preferences and/or
fraudulent conveyances.

The U.S. Trustee asserts that the Chapter 11 Trustee is necessary
to investigate the Debtor's transfer of more than $300,000 to Mr.
Blunt.

Moreover, if the Court determines that the appointment of a Chapter
11 Trustee is not in the best interest of the Creditors, the United
States Trustee asks that the Court convert the case to Chapter 7.

              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.


FLEX ACQUISITION: Moody's Assigns B2 CFR, Outlook Negative
----------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating and
B2-PD Probability of Default Rating to Flex Acquisition Holdings,
Inc. (formerly known as Novolex). Moody's also assigned a B1 rating
to the First Lien Credit Facilities and a Caa1 rating to the Senior
Unsecured Notes to be issued by Flex Acquisition Company, Inc., a
subsidiary of Flex Acquisition Holdings, Inc. (details below). The
proceeds will be used to finance the acquisition of North American
packaging manufacturer, Novolex, by The Carlyle Group from Wind
Point Partners as well as to pay fees and expenses associated with
the transaction. The purchase price is supported by an $814 million
common equity investment by The Carlyle Group and management. The
First Lien Credit facilities transaction is expected to close in
December 2016, while the Senior Unsecured Notes transaction is
expected to close in 2017. Prior to the expected placement of
senior unsecured notes in January 2017, a senior unsecured bridge
loan will be put in place to support closing of the transaction in
December 2016. The rating outlook is negative.

"The B2 rating reflects increased pro forma leverage following the
leveraged buyout by the new private equity sponsor. However, the
assignment of the B2 CFR also reflects the company's ability to
continue to generate good free cash flow and realize synergies from
recent acquisitions," said Moody's analyst Anastasija Johnson. "The
rating action also reflects the expectation that the company will
realize projected synergies and improve its Moody's adjusted debt
to EBITDA ratio to below 6.0 times in 2018."

Moody's took the following rating actions:

   Flex Acquisition Holdings, Inc.:

   -- Assigned Corporate Family Rating, B2

   -- Assigned Probability of Default Rating, B2-PD

The outlook is negative.

   Flex Acquisition Company, Inc.:

   -- Assigned $300 million Senior Secured First Lien Revolving
      Credit Facility due 2021, B1/LGD3

   -- Assigned $1,575 million Senior Secured First Lien Term Loan
      due 2023, B1/LGD3

   -- Assigned $625 million Senior Unsecured Notes due 2025,
      Caa1/LGD5

   Novolex Holdings, Inc. and Hilex Poly Co. LLC:

   -- Withdraw all ratings following close of transaction

The ratings are subject to the receipt and review of the final
documentation.

RATINGS RATIONALE

The B2 CFR reflects Flex Acquisition Holdings, Inc.'s ( formerly
known as Novolex) elevated leverage pro forma for the leveraged
buyout by The Carlyle Group and event risk related to the
acquisition-driven growth strategy. Pro forma for the leveraged
buyout, Novolex's debt/EBITDA leverage as adjusted by Moody's is
6.8 times in the twelve months ended September 2016 excluding
synergies and approximately 6.3 times including synergies related
to recent acquisitions. Given the company's successful track record
in integrating large acquisitions and generating free cash flow,
Moody's expects Novolex to return its leverage ratio to below 6
times in 2018 that would more solidly position the company within
the B2 rating. Under the previous private equity owners, Novolex
used free cash flow to fund growth and acquisitions, therefore it
does not have a meaningful track record of debt repayment. "We
expect the company to repay debt but also continue to pursue
acquisitions under the new ownership." Moody's said.

The rating benefits from the company's scale in the fragmented
flexible packaging industry and diversified product portfolio, as
the company has expanded into food contact packaging, paper retail
bags, institutional can liners and custom film segments, reducing
legacy plastic retail bag business to 21% of revenue. Novolex's
improved margins, exposure to the more stable food packaging
industry and long-standing relationships with large customers as
well as projected good liquidity also support the rating.

Novolex is expected to have good liquidity supported by positive
free cash flow generation and availability under its proposed $300
million revolving credit facility due in 2021. Novolex is expected
to have $25 million cash on hand pro forma for the leveraged
buyout. "We expect the company to cover its main cash needs from
internally generated cash flow." Moody's said. Peak working capital
use is in the second and third calendar quarters due to the
seasonal build of inventory for plastic and paper retail shopping
bags. There are no near term maturities aside from manageable
annual term loan amortization totaling 1% of the principal amount
paid quarterly or approximately $16 million per year. The company
is projected to have full availability under its $300 million
revolver. The revolver is expected to have a springing maximum 7.0x
first lien net leverage ratio test that is triggered when more than
35% of the revolver is drawn. There are no financial maintenance
covenants in the term loan. Most assets are encumbered by the
senior secured credit facilities, leaving few sources of
alternative liquidity.

The B1 ratings on the $300 million 1st lien senior secured
revolving credit facility due 2021 and the $1,575 million 1st lien
senior secured term loan due 2023 are one notch above the Corporate
Family Rating reflecting the position in the capital structure and
that the borrowings are well protected in a distressed scenario.
The borrower is Flex Acquisition Company, Inc. The guarantors
include all direct and indirect domestic subsidiaries, with certain
exceptions. The facilities are secured by a 1st lien pledge of
substantially all tangible and intangible property and assets of
the borrower and guarantors as well as the stock of the borrower
and guarantors.

The Caa1 rating on the $625 million Senior Unsecured Notes due in
2025 reflects the effective subordination of this instrument to a
considerable amount of 1st lien debt and the expectation of a
considerable loss in value in a default scenario. The borrower and
guarantors are the same as those for the 1st lien secured
facilities. The ratings are subject to the receipt and review of
the final documentation.

The negative outlook reflects elevated pro forma leverage and lack
of a track record for meaningful debt reduction. The outlook also
reflects expectations that leverage will remain high until the
company integrates its recent acquisitions and achieves synergies
as planned.

The ratings could be upgraded if debt to EBITDA declines below 5.0
times on a sustainable basis, EBITDA/Interest increases above 3.5
times and funds from operations to debt improve above 10%. Any
upgrade would also be contingent upon the maintenance of good
liquidity and financial policies that would sustain the
aforementioned credit metrics.

The ratings could be downgraded if debt to EBITDA does not trend
towards 6 times in 2017, free cash flow to debt turns negative and
liquidity deteriorates. The ratings could also be downgraded if
operating margins deteriorate and the company pursues another large
debt-financed acquisition or dividend recapitalization that will
strain its metrics.

The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
September 2015.

Headquartered in Hartsville, South Carolina, Novolex is a
manufacturer of paper and plastic flexible packaging products,
ranging from bags for grocery, retail and food service markets to
can liners, specialty films and lamination products. The Carlyle
Group signed an agreement to acquire Novolex in November 2016.
Novolex's revenues for the twelve months ended September 30, 2016
was approximately $2 billion ($2.4 billion pro forma for the
acquisition of Burrows Packaging and Heritage Bag Company).




FOREST PARK REALTY: Purchaser Wins Summary Judgment
---------------------------------------------------
Judge Stacey G. Jernigan of the United States Bankruptcy Court for
the Northern District of Texas, Dallas Division, determined that
Manchester EB-5, LLC, the purchaser of a parcel of real property
owned by Forest Park Realty Partners III, LP, is entitled to
summary judgment as a matter of law and there is no need for a
trial.

The adversary proceeding captioned MANCHESTER EB-5, LLC, Plaintiff,
v. FOREST PARK REALTY PARTNERS III, L.P., Defendant, Adversary No.
16-03042-sgj (Bankr. N.D. Tex.), involved disputes stemming from a
prepetition Purchase and Sale Agreement entered into by Forest Park
in March 2015, approximately eight months before it filed a Chapter
11 bankruptcy case.  The PSA pertained to a parcel of real property
owned by Forest Park, which was adjacent to its state-of-the-art
hospital properties, which were in financial distress.  The real
property was an unencumbered and unutilized asset that Forest Park
had decided to sell.  

In the PSA, as amended and extended from time to time, Forest Park
agreed to sell the real property to Manchester, for a cash price of
$4.1 million.  Manchester deposited $200,000 of earnest money into
an escrow account over time, pursuant to the terms of the PSA.  The
sale of the real property was never consummated -- in fact, Forest
Park filed its chapter 11 bankruptcy case on the very afternoon
that the sale had been scheduled to close (after many consensual
extensions of the closing date that had been requested by
Manchester, with Manchester depositing additional earnest money
with each extension).  Many months after Forest Park filed its
Chapter 11 case, it eventually sold the real property to another
party (i.e., a large hospital organization that bought
substantially all of Forest Park's assets).

An adversary proceeding was filed by Manchester seeking a
declaration that it -- not Forest Park -- is now entitled to the
$200,000 of earnest money that it deposited prepetition.
Manchester has argued that this is a simple matter of contract
interpretation and -- if somehow it is not -- that basic contract
law principles also entitle it to a refund of the earnest money.

Manchester moved for summary judgment, specifically contending
that:

     (1) under the clear and unambiguous terms of the PSA, it had
the right to -- and under the undisputed facts did -- terminate the
PSA in writing, a few hours before Forest Park filed bankruptcy,
because Forest Park advised Manchester that it was contemplating
filing bankruptcy (which was a failure of a representation and
warranty of Forest Park in the PSA);

     (2) such written termination entitled Manchester to a refund

         of the earnest money under the clear terms of the PSA;
         and

     (3) there is no genuine issue of disputed fact that requires
         a trial -- i.e., Manchester is entitled to a refund of
         the earnest money pursuant to the clear terms of the PSA.

Additionally, in response to a contention of Forest Park that --
days prior to Manchester's purported written termination of the PSA
-- Manchester repudiated and anticipatorily breached the PSA with
certain oral communications, or that there may at least be a fact
issue that there was an earlier repudiation/anticipatory breach by
Manchester before its purported written termination, Manchester
contended that there is no credible evidence offered by Forest Park
that Forest Park ever materially changed its position in possible
reliance on Manchester's alleged repudiation and anticipatory
breach (and certainly did not send any written notification that it
thought Manchester was in default, nor terminated the PSA and made
demand for the earnest money).

Thus, viewing the facts in the light most favorable to Forest Park,
and assuming Manchester did commit a repudiation and anticipatory
breach of the PSA with certain oral words, Manchester still, as a
matter of law, was able to -- and did -- later retract the
repudiation/anticipatory breach (with words and conduct indicating
a continued interest in going forward with the transaction) and,
eventually, effectively terminated the PSA in writing (entitling
Manchester to the earnest money).

In response, Forest Park has argued that Manchester did, indeed,
repudiate/anticipatorily breach the PSA (or at least there are
disputed fact issues as to whether Manchester might have), and
Forest Park thereafter materially changed its position based upon
the perceived repudiation/anticipatory breach -- thus, as a matter
of law:

     (1) it was too late for Manchester to later retract the
         repudiation/anticipatory breach;

     (2) Forest Park was entitled to treat the PSA as breached
         and was relieved of its obligation to perform under the
         PSA;

     (3) Manchester's later purported written termination of the
         PSA was ineffective (as there was no longer a live
         contract to terminate); and

     (4) Forest Park is entitled to collect the earnest money.

Viewing the summary judgment evidence in the light most favorable
to Forest Park, Judge Jernigan has determined Manchester is
entitled to summary judgment as a matter of law and there is no
need for a trial because:

     (1) even if certain oral words were expressed by Manchester
         to Forest Park exactly as has been described by Forest
         Park in its summary judgment evidence, such oral
         statements could not, as a matter of law, have
         constituted a repudiation and anticipatory breach of the
         PSA by Manchester; but

     (2) even if a repudiation/anticipatory breach did occur (or
         even if Forest Park has created a fact issue as to
         whether repudiation/anticipatory breach occurred),

        (a) Forest Park has not put forward credible evidence to
            create a fact issue that Forest Park may have
            materially changed its position in reliance on such
            repudiation/anticipatory breach, and thus

        (b) Manchester was permitted to retract any alleged
            repudiation/anticipatory breach (which the undisputed
            facts indicate it did) and then terminate the PSA
            based upon Forest Park's contemplated bankruptcy
            filing, ultimately entitling Manchester to collect
            the earnest money.

The bankruptcy case is IN RE: FOREST PARK REALTY PARTNERS, III,
L.P., Chapter 11, Debtor, Case No. 15-34814-sgj-11 (Jointly
Administered) (Bankr. N.D. Tex.).

A full-text copy of Judge Jernigan's November 15, 2016 memorandum
opinion and order is available at https://is.gd/8HfwYr from
Leagle.com.

Forest Park Realty Partners III, LP are represented by:

          Melissa S. Hayward, Esq.
          Julian P. Vasek, Esq.
          FRANKLIN HAYWARD LLP
          10501 N. Central Expy, Ste. 106
          Dallas, TX 75231
          Tel: (972)755-7100
          Fax: (972)755-7110
          Email: mhayward@franklinhayward.com
                 jvasek@franklinhayward.com

                     About Forest Park Realty

Forest Park Realty Partners III, LP, and BT Forest Park Realty
Partners, LP, own properties that constitute Forest Park Dallas,
which includes several hospital buildings, a parking garage, and a
vacant lot.

Forest Park Realty Partners III, LP, and BT Forest Park Realty
Partners, LP, sought Chapter 11 protection (Bankr. N.D. Tex. Lead
Case No. 15-34814) on Nov. 30, 2015. The petitions were signed by
Todd Furniss as manager of Neal Richards Group Forest Park
Development LLC, its general partner. Judge Stacey G. Jernigan has
been assigned to the cases.

Forest Park estimated assets of $50 million to $100 million and
liabilities of $100 million to $500 million.

Franklin Hayward LLP serves as counsel to the Debtors.


FRONTIER COMMUNICATIONS: S&P Puts 'BB-' Ratings on Watch Neg.
-------------------------------------------------------------
S&P Global Ratings placed its 'BB-' ratings on two classes of
certificates linked to Frontier Communications Corp. on CreditWatch
with negative implications.

S&P's ratings on these two classes are dependent solely on its
rating on the underlying security, Frontier Communications Corp.'s
7.05% senior debentures due Oct. 1, 2046 ('BB-/Watch Neg').

The rating actions reflect the Nov. 4, 2016, placement of S&P's
'BB-' rating on the underlying security on CreditWatch with
negative implications.

S&P may take subsequent rating actions on these transactions due to
changes in its rating assigned to the underlying security.

              RATINGS PLACED ON CREDITWATCH NEGATIVE

Structured Asset Trust Unit Repackages (SATURNS) Citizen
Communication Debenture-Backed Series 2001-2
US$26.122 million callable units series 2001-2

Class                Rating
            To                        From
Units       BB-/Watch Neg             BB-


PreferredPLUS Trust Series CZN-1
US$34.5 million preferred plus 8.375% trust certificates

Class                Rating
            To                        From
Certs       BB-/Watch Neg             BB-



FUNCTION(X) INC: Presented at 9th Annual LD Micro Conference
------------------------------------------------------------
Function(x) Inc. presented at the 9th annual LD Micro Main Event on
Wednesday, December 7 at 1:00 p.m. PST / 4:00 p.m. EST at the Luxe
Sunset Boulevard Hotel in Los Angeles, CA.  COO and President,
Birame Sock and Director of Financial Planning and Analysis,
Michael Seeley of Function(x) will be presenting, as well as
meeting with investors.

The LD Micro Main Event is the largest independent conference for
small/microcap companies and will feature 240 presenting names.

View Function(x)'s profile here: http://www.
ldmicro.com/profile/FNCX

                  About Function(x)Inc.

Based in New York, FunctionX Inc (NASDAQ:FNCX) is a diversified
media and entertainment company.  The Company conducts three lines
of businesses, which are digital publishing through Wetpaint.com,
Inc. (Wetpaint) and Rant, Inc. (Rant); fantasy sports gaming
through DraftDay Gaming Group, Inc. (DDGG), and digital content
distribution through Choose Digital, Inc. (Choose Digital).  The
Company's segments include Wetpaint, which is a media channel
reporting original news stories and publishing information content
covering television shows, music, celebrities, entertainment news
and fashion; Choose Digital, which is a business-to-business
platform for delivering digital content; DDGG, which is a
business-to-business operator of daily fantasy sports, and Other.
The Company's digital publishing business also includes Rant, which
is a digital publisher that publishes original content in over 13
verticals, such as in sports, entertainment, pets, cars and food.

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

As of Sept. 30, 2016, Function(x) had $33.07 million in total
assets, $27.51 million in total liabilities and $5.55 million in
total stockholders' equity.

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


GEORGE MARTIN ANAST: Unsecureds To Recover 100% Over Five Years
---------------------------------------------------------------
George and Cheryl Anast filed with the U.S. Bankruptcy Court for
the District of Nevada a disclosure statement referring to the
Debtor's plan of reorganization.

Class 4 - General Unsecured Claims totaling $66,500 will get pro
rate payments.  General unsecured creditors have the option of
receiving 50% payment on their claims from the proceeds of sale,
paid within six months of the effective date or, alternatively,
would receive a distribution of 100% of their allowed claim in
equal quarterly installments over the term of the Plan, which is
five years.

The Debtor will make plan payments from the revenue that is
generated from the rental of the commercial property located at
3752 East Tropicana.  The property rental business is in addition
to the sale of the veterinary business, Sandy Hill Animal Clinic,
which has been operating for 40 years.  The rents are anticipated
to generate approximately $6,666 per month aggregately.  The Debtor
anticipates that he will continue practicing veterinary case with
the purchaser of the clinic for an initial consultation fee of
$100,000 per year.  The after-tax net income from employment is
unknown.

The Disclosure Statement filed on Nov. 23, 2016, is available at:

          http://bankrupt.com/misc/nvb15-16961-136.pdf

As reported by the Troubled Company Reporter on Sept. 28, 2016, the
Debtors filed a disclosure statement referring to the Debtors' plan
of reorganization, which proposed that general unsecured creditors
get 10% of their claims.

                  About George and Cheryl Anast

George Martin Anast is a veterinarian and is the principal owner
and operator of a sole proprietorship veterinary practice under the
name of Sandy Hill Animal Clinic.  The Animal Clinic has operated
for 40 years.  George Martin Anast and Cheryl Anast own the real
property connected with the commercial building located at 3752
East Tropicana, in which the clinic is operated.  The Debtors also
own their personal residential real property.

The Debtors filed a Chapter 11 petition (Bankr. D. Nev. Case No.
15-16961) on Dec. 17, 2015.

The Debtors are represented by Timothy P. Thomas, Esq., at the Law
Office of Timothy P. Thomas, LLC.


GLACIERVIEW HAVEN: Trustee Wants Secured Postpetition Loan
----------------------------------------------------------
Andrew Wilson, the Chapter 11 trustee of Glacierview Haven, LLC,
asks the U.S. Bankruptcy Court for the Western District of
Washington to authorize him to borrow $100,000 from the Gary Outzen
Trust ("Purchaser"), and to sell substantially all of the
Consolidated Estate Debtors' assets to the Purchaser for
$1,800,000.

The Consolidated Resort Debtors own and/or have an interest in 15
parcels of real property on Highway 20 along the Skagit River near
Rockport, Washington that have historically been operated together
as Skagit River Resort.  Three of the now-substantively
consolidated debtors initially filed individual Chapter 11
bankruptcies in December 2015 and March 2016 to stay a receivership
motion and certain foreclosures initiated by secured creditor
Columbia Bank.  The cases were administratively consolidated on
June 13, 2016 and the Trustee was appointed on June 20, 2016.  All
of the debtors, with the exception of New Bullerville, LLC, were
substantively consolidated on Aug. 5, 2016.  New Bullerville was
substantively consolidated with the remaining debtors on Oct. 12,
2016.

After his appointment, the Trustee oversaw management of the Resort
operations throughout June, July, August and September.  These are
the months in which the Resort generates the vast majority of its
business.  Aside from undertaking the necessary expenditures to
ensure that there were no imminent safety hazards at the Resort,
the Trustee attempted to operate the Resort as efficiently as
possible.  Nonetheless, the Resort only generated $271,251 in
revenue, as compared to $253,123 in expenses.  This does not take
into account the debt service that would have been required to be
paid outside of bankruptcy.

Based upon the Resort's performance, the Trustee concluded that the
Consolidated Resort Debtors would be unable to confirm a plan of
reorganization through which creditors could be repaid through
Resort revenues.  The Trustee determined that he would need to
liquidate the Consolidated Estate assets in order to maximize
repayment to creditors.

In determining how best to market the assets, the Trustee analyzed
a number of possible scenarios and concluded that selling the
Resort as a whole would be the only scenario with any realistic
potential for repaying creditors in full.

From an active real estate broker in the area, the Trustee has
learned that recent property sales have generally been in the range
of 17% to 20% greater than the tax assessed value of the property.
The estate currently has less than $1,000 in cash on hand.
Moreover, in addition to unpaid professional fees, the estate
currently owes $32,674 to the State of Washington for post-petition
Department of Revenue, Department of Labor and Industries and
Employment Security Taxes.  The Trustee requires funds to maintain
the Consolidated Estate assets and administer the Consolidated
Estate pending a sale.  While the Trustee filed a motion seeking
authority to log and sell certain timber on the Resort, that course
of action is disfavored as it will likely reduce the value of the
Resort to potential purchasers.

Recognizing both that time and resources are of the essence and
that the most likely and most expedient buyer for the Resort would
be a strategic purchaser, the Trustee's Real Estate Consultant,
David Rinning, contacted likely potential purchasers including
Upper Skagit Tribe (potential resort), the State of Washington
(potential state park) and several brokers representing church
groups (potential retreat).  The Purchaser had previously expressed
interest in Purchasing the Resort and thus, Mr. Rinning initiated
contact with the Purchaser.  Finally, a fourth party expressed
interest and the Trustee invited him to provide a term sheet.  To
date, only the Purchaser has provided a term sheet and/or executed
a PSA.

Pursuant to the PSA, the Purchaser would pay a total of $1,800,000
for the real and personal property of the Consolidated Estate.  In
addition to a 45-day due diligence period, the proposed sale, is
subject to (a) Donald Clark, Madrene Clark and Judith Brooks
contributing their life estates to the Consolidated Estate such
that they can be transferred to the Purchaser free and clear of
liens, claims and encumbrances; (b) to the extent the Bullerville
Utility District ("BUD") owns or controls the water infrastructure
on the Resort, appointment at Closing of Purchaser and/or
individuals or entities designated by Purchaser as the only
commissioners of BUD; and (c) the State's release of its existing
judgment against the BUD.

In order to allow the timber to remain in place pending the closing
of the sale, the Purchaser has agreed, as part of the PSA, to loan
the Consolidated Estate $100,000 ("Secured Post-Petition Loan"), to
be secured by two parcels of land owned by Cow Heaven, LLC, Tax
Parcel Numbers 45478 and 45522 ("Post-Petition Loan Collateral").
The two parcels comprising the Post-Petition Loan Collateral are
encumbered with the exception of real property tax liens in favor
of Skagit County in the cumulative amount of $6,837.  The Secured
Post-Petition Loan would be applied as a credit against the
purchase price.  In the event the Sale fails to close, the
Purchaser would retain a secured claim against the Consolidated
Estate unless the Purchaser failed to close without legal excuse.

The Trustee intends to propose a liquidating plan pursuant to which
the sale will close and, if necessary, the conditions relating to
will be addressed such that the Consolidated Estate may avoid
paying excise tax pursuant to Washington Administrative Code
458-61A-207.

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

   http://bankrupt.com/misc/Glacierview_Haven_169_Sales.pdf

The Secured Post-Petition Loan is in the best interest of the
Consolidated Estate and its creditors because it is the only means
for the Trustee to continue to fund the continued administration of
the Consolidated Estate pending the Sale.  Moreover, the Trustee
and the Purchaser negotiated the terms of the Secured Post-Petition
Loan in good faith, at arm's length.  Accordingly, the Trustee asks
the Court to approve the sale, pursuant to the terms of the PSA,
free and clear of liens, claims and encumbrances, and authorize the
Post-Petition Financing pursuant to the terms of the PSA.

                    About Glacierview Haven

Glacierview Haven, LLC filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Wash. Case No. 15-17327) on December 17, 2015.  Marc
S. Stern, Esq., served as bankruptcy counsel to the Debtor.

Forest Court, LLC filed a Chapter 11 petition (Bankr. W.D. Wash.
Case No. 15-17329) on December 17, 2015, represented by Mr. Stern.

Skagit River Resort, LLC, sought protection under Chapter 11 of
the
Bankruptcy Code (Bankr. W.D. Wash. Case No. 16-11632) on March 28,
2016.  The petition was signed by Don Clark, manager. The Debtor
was also represented by Mr. Stern.  Skagit River disclosed total
assets of $2.22 million and total debts of $894,828.

The Court later consolidated the three cases for procedural
purposes; and then appointed Andrew Wilson as the Chapter 11
trustee.


GLYECO INC: Appoints Ian Rhodes as Chief Executive Officer
----------------------------------------------------------
GlyEco's Board of Directors has appointed Ian Rhodes as chief
executive officer and president effective Dec. 7, 2016.  Mr. Rhodes
is currently the Company's chief financial officer having joined
GlyEco in February 2016.

"I am honored to have been appointed as GlyEco's next CEO.  It is a
privilege to be part of an organization that delivers high quality
services and innovative solutions to the customers in the
automotive, heavy duty and specialty markets.  I'm excited to work
with a talented team that knows the industry and the regions where
we operate," said Mr. Rhodes.  "I look forward to positioning our
team to be successful, produce a positive return for our
shareholders, and deliver unparalleled levels of products and
services to our markets."

Rhodes succeeds Grant Sahag, who announced his resignation from the
Board of Directors and as the chief executive officer to pursue new
ventures.  "I appreciate the opportunity to have served the
shareholders of GlyEco and our incredible team of executive,
managers, and support staff."  Mr. Sahag continued "I look forward
to Ian and the team continuing to create lasting value for GlyEco."
Mr. Rhodes commented "On behalf of the entire GlyEco family, I
wish to thank Grant for his six years of service to our
organization."  Mr. Rhodes continued "Grant is a consummate
professional and I appreciate his dedication to GlyEco and the
progress we have made under his leadership."

Mr. Rhodes began his career at PricewaterhouseCoopers LLP, where he
was an Audit Senior Manager and had oversight over some of the
firm's largest audit clients.  He then served as the vice
president, chief accounting officer, and treasurer of Arch Capital.
Most recently, Mr. Rhodes served as chief financial officer of
Calmare Therapeutics Incorporated.

Concurrent with Mr. Rhodes' appointment as chief executive officer,
the Company has begun a search for a new chief financial officer.
Mr. Rhodes will serve as interim chief financial officer until the
naming of a successor.

                      About GlyEco, Inc.

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

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

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

KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that
the Company has had recurring losses from operations, has negative
operating cash flows during the year ended Dec. 31, 2015, and has
an accumulated deficit of $34,550,503 as of Dec. 31, 2015.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.


GLYECO INC: Stockholders Elect Seven Directors
----------------------------------------------
GlyEco, Inc. held its 2016 Annual Meeting of Stockholders on
Dec. 2, 2016, at which the stockholders:

    (i) elected Dwight Mamanteo, Charles Trapp, David Ide,
        Frank Kneller, Scott Nussbaum, Scott Krinsky and Grant
        Sahag as directors;

   (ii) ratified the appointment of KMJ Corbin & Company, LLP as  

        the Company's independent registered certified public
        accountant for the fiscal year ended Dec. 31, 2016;

  (iii) approved, on an advisory basis, the compensation of the
        Company's named executive officers; and

   (iv) voted, on an advisory basis, on the preferred frequency
        of "every three years" for which shareholders will have an
        advisory vote on the Company's executive compensation.

                        About GlyEco, Inc.

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

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

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

KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that
the Company has had recurring losses from operations, has negative
operating cash flows during the year ended Dec. 31, 2015, and has
an accumulated deficit of $34,550,503 as of Dec. 31, 2015.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.


GO DADDY: Moody's Affirms Ba3 Corporate Family Rating
-----------------------------------------------------
Moody's Investors Service affirmed Go Daddy Operating Company,
LLC's (Go Daddy) Ba3 Corporate Family Rating (CFR), Ba3-PD
Probability of Default rating, and the Ba3 ratings for the
company's senior secured credit facilities. Moody's also changed Go
Daddy's ratings outlook to stable, from positive, and affirmed its
SGL-1 Speculative Grade Liquidity rating. The rating actions
resulted from Go Daddy's announcement that it expects to acquire
Host Europe Group (HEG) for about US$1.79 billion, including
assumption of HEG's net debt. Go Daddy will retain HEG's
mass-market Web services business which focuses on small and medium
enterprises, and plans to divest HEG's Managed Hosting services
business (PlusServer), which focuses on medium to large
enterprises, over the next year. The acquisition is expected to
close in the second quarter of 2017.

RATINGS RATIONALE

Moody's analyst Raj Joshi said, "The proposed acquisition of HEG's
mass market business will significantly enhance Go Daddy's
operating scale in Europe and provide opportunities to accelerate
revenue growth in Europe from cross-selling products and leveraging
Go Daddy's technology platform and customer care services." But the
acquisition will be financed entirely with debt, consisting of
about $1.4 billion of incremental term loans and a $530 million
bridge loan, which will result in a meaningful degradation of Go
Daddy's credit metrics. Moody's estimates that pro forma for the
acquisition of HEG's mass market business, Go Daddy's leverage
(total debt to cash flow from interest plus interest expense,
including Moody's adjustments for stock-based compensation and
capitalized operating leases) will increase by approximately 2x to
5.1x. The acquisition marks a shift in Go Daddy's growth strategy,
which had relied upon organic acquisition of customers and
acquisitions of smaller products and technology assets to enhance
product capabilities. The proposed acquisition will be the largest
for Go Daddy and the risk of integrating a large customer base and
operations will be high over the next 12 to 18 months.

The change in the outlook to stable from positive reflects Moody's
view that Go Daddy will operate with higher leverage than
previously expected, though Moody's expects leverage to decline to
the low 4x by the end of 2017. The affirmation of the Ba3 CFR
reflects Go Daddy's strong revenue and operating cash flow growth,
strong brand in the US and many international markets, and its
position as the largest domain name registrar and a leading
web-hosting services provider. The rating is further supported by
Go Daddy's recurring revenues from high customer retention rates
that have exceeded 85% over the last five years. Moody's expects Go
Daddy's unlevered cash flow (as reported by the company) to grow by
about 20% on an organic basis in 2017. Assuming the divestiture of
PlusServer, leverage (total debt to cash flow from interest plus
interest expense, Moody's adjusted) should decline to the low 4x by
the end of 2017, and it should generate free cash flow of about
mid-teens percentages of total adjusted debt in 2017. Go Daddy's
rating also reflects the approximately 70% combined voting power of
the company's financial sponsors and Mr. Parsons. The controlling
shareholders have significant influence on the company's financial
policy, which is likely to favor shareholders and increase the risk
of credit negative events. Go Daddy operates in highly competitive
markets with low barriers to entry.

The SGL-1 Speculative Grade Liquidity rating reflects Go Daddy's
very good liquidity over the next 12 to 15 months consisting of
cash balances, access to an undrawn revolving credit facility and
free cash flow. Moody's also expects Go Daddy to maintain
sufficient cash relative to the bridge loan while the loan remains
outstanding.

Moody's also affirmed the Ba3 rating for Go Daddy's existing credit
facilities but the ratings could be affected if the terms of the
loans being raised to fund the acquisition are different than those
of the existing credit facilities.

Moody's does not expect to upgrade Go Daddy's CFR in the
intermediate term given its high leverage and potential for
debt-funded acquisitions. The rating could be upgraded over time if
the company maintains strong earnings growth, its controlling
shareholders substantially reduce their voting control in the
company and if Moody's believes that Go Daddy could sustain
leverage (total debt to cash flow from operations plus interest
expense, Moody's adjusted) below 3x.

Moody's could downgrade Go Daddy's ratings if revenue growth rates
decelerate to the mid-single digit rates, customer churn increases,
or aggressive financial policies lead Moody's to believe that
leverage is unlikely to be sustained below 4x and free cash flow
declines to below 10% of total debt for an extended period of
time.

Moody's has taken the following rating actions on Go Daddy
Operating Company, LLC:

Ratings Affirmed:

   Issuer: Go Daddy Operating Company, LLC

   -- Corporate Family Rating -- Ba3

   -- Probability of Default Rating -- Ba3-PD

   -- Speculative Grade Liquidity -- SGL-1

   -- US$150 million Senior Secured Revolving Credit Facility, Ba3

      (LGD3)

   -- US$1,075 million (outstanding) Senior Secured Term Loan ,
      Ba3 (LGD3)

Outlook Actions:

   -- Outlook, Changed To Stable, From Positive

Go Daddy Operating Company, LLC, is an indirect subsidiary of
GoDaddy, Inc. GoDaddy, Inc. is a leading provider of domain name
registration, web hosting and other services with $1.79 billion in
revenue under U.S. GAAP for the twelve months ended September 30,
2016.

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


GRATON ECONOMIC: S&P Raises ICR to 'BB-' on Stronger Performance
----------------------------------------------------------------
S&P Global Ratings said that it raised its issuer credit rating on
Rohnert Park, Calif.-based Graton Economic Development
Authority(the Authority) to 'BB-' from 'B+'.  The rating outlook is
stable.

At the same time, S&P raised its issue-level rating on Graton's
senior secured credit facility, which consists of a $125 million
revolver due 2019, a $525 million term loan A due 2019, and a
$225 million term loan B due 2022, to 'BB-' from 'B+'--in line with
the one notch upgrade of Graton.

"The upgrade reflects our expectation that stronger-than-expected
growth in Graton's EBITDA will result in faster improvement in its
credit measures than we previously forecasted," said S&P Global
Ratings' credit analyst Stephen Pagano.  Under S&P's base-case
forecast, it expects adjusted debt to EBITDA will improve to the
high-2x area in 2017 from the mid-3x area in 2016.  Further, S&P
anticipates that funds from operations (FFO) to debt will improve
to the high-20% area and EBITDA coverage of interest will improve
to the low-6x area in 2017.  S&P's forecast for the Authority's
improving credit measures incorporates its expectation for EBITDA
growth of about 10% in 2016 due to continued solid top-line growth
in gaming operations as a result of a good regional economy and
higher spending at the property.  Further, S&P assumes 2017 EBITDA
will grow off a higher base and will benefit from the opening of
the hotel in November 2016, leading to increased visitation and
spending at the property, such that EBITDA grows in the mid-to
high-single-digits during the year.

"The stable outlook reflects our expectation that growth in
Graton's EBITDA, after the new hotel opened in November 2016, will
result in adjusted debt to EBITDA improving to the high-2x area and
FFO to debt improving to the high-20% area in 2017," said
Mr. Pagano.  "We continue to believe that Graton will distribute
the maximum amount allowed under the credit agreement to the Tribe
and the amount will be relatively predictable, given the
restrictions in the credit agreement."

Although unlikely at this time, given the cushion to S&P's downside
leverage threshold of 4x under its base-case forecast, S&P could
lower the issuer credit rating on Graton if its performance is
materially worse than S&P expects.  This could result from either a
regional economic downturn negatively affecting visitation and
spending at the property or increased competition from existing
properties in the region resulting in a significant decline in
business at the expanded resort.

An upgrade is limited at this time, given S&P's view of Graton's
business risk profile and its reliance on a single asset for cash
flow generation.  However, S&P could raise the rating if it was
confident Graton would be able to sustain leverage below 2.5x in
the event of a regional downturn, while keeping FFO to debt above
30% and EBITDA coverage of interest above 6x.



GREAT AMERICAN MINT: Taps Marshack Hays as Special Counsel
----------------------------------------------------------
Great American Mint & Refinery Inc. seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire
Marshack Hays LLP as special litigation counsel.

The firm will represent the Debtor in 14 separate lawsuits filed in
the Orange County Superior Court.  Marshack Hays will also assist
the Debtor's lead counsel in the preparation of a Chapter 11 plan,
and to resolve disputes among insiders over their equity holdings.


The hourly rates charged by the firm are:

     Partners        $420 - $590
     Associates      $275 - $435
     Paralegals      $175 - $240

Matthew Grimshaw 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:

     Richard A. Marshack, Esq.
     Matthew W. Grimshaw, Esq.
     David A. Wood, Esq.
     Marshack Hays LLP
     870 Roosevelt
     Irvine, California 92620
     Tel: (949) 333-7777
     Fax: (949) 333-7778
     Email: rmarshack@marshackhays.com
     Email: mgrimshaw@marshackhays.com
     Email: dwood@marshackhays.com

                   About Great American Mint

American Mint & Refinery,Inc. filed a Chapter 11 bankruptcy
petition (Bankr. C.D.Cal. Case No. 16-14552) on November 3, 2016.Â

The Hon. Theodor Albert presides over the case.  The Law Offices of
Totaro & Shanahan represents the Debtor as counsel.  The Debtor
disclosed total assets of $1.17 million and total liabilities of
$6.19 million. The petition was signed by Ulrich Blankenstein,
president.


GUIDED THERAPEUTICS: Enters Into Exchange Agreement with GPB Debt
-----------------------------------------------------------------
Guided Therapeutics, Inc. entered into an exchange agreement with
GPB Debt Holdings II LLC, with regard to the Company's outstanding
senior secured convertible note originally issued to GPB on
Feb. 11, 2016, and the portion of the Company's outstanding secured
promissory note that GPB holds.  Pursuant to the Exchange
Agreement, upon completion of the next financing resulting in at
least $1 million in cash proceeds to the Company, GPB will exchange
both securities for a new convertible note in principal amount of
$1,831,862.

The new convertible note will mature on Feb. 12, 2018, and will
accrue interest at a rate of 19% per year.  The Company will pay
monthly interest coupons and, beginning one year after issuance,
will pay one fifth of the unconverted and then outstanding
principal amount on the 12th of the following months: February,
2017; May, 2017; August 2017; November, 2017 and February, 2018.
The Company will be able to prepay the new convertible note, in
whole or in part, without penalty, upon 20 days' prior written
notice.

Subject to resale restrictions under Federal securities laws and
the availability of sufficient authorized but unissued shares of
the Company's common stock, the new convertible note will be
convertible at any time, in whole or in part, at the holder's
option, into shares of the Company's common stock, at a conversion
price equal to the price offered in the qualifying financing that
triggers the exchange, subject to certain customary adjustments and
anti-dilution provisions contained in the new convertible note.

The new convertible note will include customary event of default
provisions and a default interest rate of the lesser of 21% or the
maximum amount permitted by law.  Upon the occurrence of an event
of default, GPB will be entitled to require the Company to redeem
the new convertible note at 120% of the outstanding principal
balance.  The convertible note will be secured by a lien on all of
the Company's assets, including its intellectual property, pursuant
to the security agreement entered into by the Company and GPB in
connection with the issuance of the original senior secured
convertible note.

Upon consummation of the exchange, the Company further agreed to
amend the warrant issued with the original senior secured
convertible note, to adjust the number of shares issuable upon
exercise of the warrant to equal the number of shares that will
initially be issuable upon conversion of the new convertible note
(without giving effect to any beneficial ownership limitations set
forth in the terms of the new convertible note).

As an inducement to GPB to enter into these transactions, on that
date the Company entered into an Amendment to Consulting Agreement
with GPB, pursuant to which the Company amended its previously
disclosed consulting agreement with GPB to increase the royalty
payable to GPB from 3.5% to 3.85% of revenues from the sales of the
Company's products.

                   About Guided Therapeutics
  
Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

Guided Therapeutics reported a net loss attributable to common
stockholders of $9.50 million on $42,000 of contract and grant
revenue for the year ended Dec. 31, 2015, compared to a net loss
attributable to common stockholders of $10.03 million on $65,000
of contract and grant revenue for the year ended Dec. 31, 2014.

As of Sept. 30, 2016, Guided Therapeutics had $2.06 million in
total assets, $9.37 million in total liabilities and a total
stockholders' deficit of $7.31 million.


HAMPSHIRE GROUP: Can Use Cash Collateral on Interim Basis
---------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware authorized Hampshire Group, Limited, and its
affiliated debtors to use cash collateral on an interim basis.

The approved Budget which covers the period from December 3, 2016
through February 25, 2017 provides for total operating cash
disbursements in the approximate amount of $2,196,557.

The Debtors were authorized to use cash collateral for (a)
providing funding between and among the Debtors, (b) conducting
their operations and generating revenue in their Chapter 11 cases,
(c) working capital purposes, (d) the satisfaction of costs and
expenses of administering their Chapter 11 cases, and certain
adequate protection payments to Salus Capital Partners, LLC, as its
capacity as administrative and collateral agent.

The Debtors, and their non-debtor affiliates Scott James, LLC and
Rio Garment S.A. entered into a Credit Agreement with Prepetition
Agent Salus Capital Partners, LLC an Prepetition Lenders, where the
Debtors were provided with revolving loans and term loans.  As of
the Petition Date, the Debtors were indebted to Salus Capital
Partners in the aggregate principal amount of approximately $7.4
million, plus accrued and unpaid interest, fees, expenses,
penalties, premiums, charges and other obligations in connection
therewith.  The Prepetition Secured Debt was secured by
substantially all of the Debtors' personal property.

Judge Shannon granted Salus Capital Partners with following
adequate protection solely to the extent of any diminution in the
value of the prepetition collateral of Salus Capital Partners:

      (a) Adequate Protection Liens in and on all of the Debtors'
presently owned and latera  acquired real and personal property, as
well as the proceeds, rents and profits generated therefrom, to the
same extent, priority, validity and enforceability held by Salus
Capital Partners on the prepetition collateral as of the Petition
Date.

      (b) Additional Liens in and on all of the Debtors'
unencumbered assets and any proceeds from any disposition of any
unencumbered asset, or any asset which did not constitute
prepetition collateral, subject to entry of a final order, and
subordinate only to the Carve-Out.

      (c) Super-priority administrative expense claim against each
Debtor and its respective estate solely to the extent of any
diminution in value of the prepetition collateral, which will be
subordinate only to the Carve-Out.

      (d) The Debtors will make following adequate protection
payments until the termination date:

          (i) a monthly payment in cash of all reasonable and
documented fees and expenses of Salus Capital Partners and its
counsel during the Chapter 11 cases;

          (ii) periodic payments of the prepetition secured
obligations; and

          (iii) the Debtors will pay Salus Capital Partners any
excess amount from the Prepetition Concentration Account, to the
extent that the amount of cash in the Prepetition Concentration
Account exceeds $400,000, to reduce their prepetition secured
obligations.

Carve-Out consists of:

          (a) all fees required to be paid to the Clerk of the
Court and to the U.S. Trustee;

          (b) all reasonable fees and expenses up to $25,000
incurred by a trustee under section 726(b) of the Bankruptcy Code;


          (c) all accrued fees, costs and expenses incurred by the
Debtor's counsel and any counsel or other professional retained by
any Committee appointed in the Chapter 11 cases prior to delivery
of the Carve-Put Trigger Notice; and

          (d) the Debtor's professional fees in an aggregate amount
not to exceed $50,000 and the Committee's professionals' fees in an
amount not to exceed $15,000 incurred following delivery of a
Carve-Out Trigger Notice.

The Debtors' consensual use of cash collateral will terminate
automatically upon the occurrence of any of the following events:

   (1) the end of the time period as set forth in the Budget;

   (2) the failure to obtain a final order approving the Motion by
December 30, 2016;

   (3) January 28, 2017;

   (4) the date any Debtor makes a material disbursement not
contemplated by the Budget without having received the prior
written consent of the Agent;

   (5) dismissal or conversion of the cases;

   (6) entry of an order granting relief from the automatic stay
imposed by Section 362 of the Bankruptcy Code providing relief to
any entity other than the Agent in an amount greater than $75,000
with respect to the Prepetition Collateral or the Adequate
Protection Collateral without the written consent of the Agent,
which consent may be withheld in its sole discretion;

   (7) appointment or election of a trustee, examiner with expanded
powers or any other representative with expanded powers to operate
Debtors; business;

   (8) the effective date of a chapter 11 plan for the Debtors;

   (9) entry of an order reversing, staying, vacating or otherwise
modifying in any material respect the terms of the  Interim Order;

  (10) a filing by any Debtor of any motion, pleading, application
or adversary proceeding challenging the validity, enforceability,
perfection or priority of the liens securing the Prepetition
Secured Debt or asserting any other cause of action against and/or
with respect to the Prepetition Secured Debt or the Prepetition
Collateral; and

The final hearing on the Debtor's continued use of cash collateral
will be held on January 4, 2016 at 10:00 a.m. and any objections
must be served and filed no later than December 28, 2016.

A full-text copy of the Interim Order, dated December 6, 2016, is
available at https://is.gd/GkhouM

A full-text copy of the Budget, dated December 6, 2016, is
available at https://is.gd/rzlTbD


                            About Hampshire Group, Limited

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.
The petitions were signed by Paul Buxbaum, president and chief
executive officer.

Hampshire Group disclosed $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.  

Michael David Debaecke, Esq., at Blank Rome LLP, serves as counsel
to the Debtors.

No Official Committee of Unsecured Creditors has been appointed in
these Chapter 11 case.


HEBREW HEALTH: Court Allows Cash Collateral Use Until Dec. 16
-------------------------------------------------------------
Judge Julie A. Manning of the U.S. Bankruptcy Court for the
District of Connecticut authorized Hebrew Health Care, Inc., and
its affiliated debtors to use the cash collateral of Wells Fargo
Bank, National Association, the United States Department of Housing
and Urban Development, U.S. Bank National Association and TD Bank,
National Association, from Dec. 3, 2016 through Dec. 16, 2016.

The Secured Creditors and the State of Connecticut Department of
Revenue Services have consented to the Debtor's use of cash
collateral.

Debtor Hebrew Home and Hospital is indebted to Wells Fargo in the
amount of at least $10,797,178.  The indebtedness is secured by
valid, enforceable, properly perfected and unavoidable first
priority liens and security interests in Hebrew Home and Hospital's
real property and all leases and rents derived from it, and all
Hebrew Home and Hospital's personal property, subordinate only to
the superpriority liens in cash, accounts receivable, and accounts
granted to Hebrew Home DIP Financing, LLC, in connection with the
postpetition financing approved by the Court.

Hebrew Home and Hospital is also indebted to the Department of
Housing and Urban Development in the amount of $11,389,241.65.  The
indebtedness is secured by valid, enforceable, properly perfected
and unavoidable liens and security interests in Hebrew Home and
Hosptial's Collateral, subordinate only to the superpriority liens
in cash, accounts receivable, and accounts granted to the DIP
Lender in connection with the DIP Financing; and the liens and
security interests of Wells Fargo held in all of Hebrew Health
Care's Collateral.

Debtor Hebrew Life Choices is indebted to TD Bank in the amount of
at least $14,890,000.  The indebtedness is secured by valid,
enforceable, properly perfected and unavoidable liens and security
interests in Hebrew Life Choices' Real Property and all leases and
rents derived from them; and all personal property of Hebrew Life
Choices, subordinate only to the superpriority liens in cash,
accounts receivable, and accounts granted to the DIP Lender in
connection with the DIP Financing.

Judge Manning acknowledged that the Debtors do not have sufficient
available sources to provide working capital to operate their
businesses in the ordinary course without being allowed to use the
Cash Collateral.  She further acknowledged that the Debtors’
ability to provide patient services, and to maintain their business
relationships with vendors, suppliers and employees, and to
otherwise fund their operations, are essential to the Debtors’
viability.  Judge Manning held that there is an immediate need for
funding to minimize the disruption of the Debtors’ business and
daily operations, to manage and to preserve the assets of its
bankruptcy estate, to provide patient care to existing and future
patients and to enhance the likelihood of a successful
reorganization for the benefit of the Debtors’ bankruptcy
estates, creditors and other parties-in-interest.

The approved Budget, which covers the period from November 5, 2016
to the week beginning March 4, 2017, provides for total
consolidated cash disbursements in the amount of $12,334,100.

Wells Fargo was granted valid and automatically perfected
first-priority replacement liens on and replacement security
interests in and upon the Hebrew Home and Hospital Cash Collateral
to the same extent, validity and priority as Wells Fargo possessed
as of the Petition Date, subject only to the liens against
accounts, accounts receivable, and cash and super-priority
administrative expense granted to the DIP Lender in connection with
the DIP Financing, the Carve-Out.

The Department of Housing and Urban Development was granted valid
and automatically perfected second-priority replacement liens on
and replacement security interests in and upon Hebrew Home and
Health's Collateral to the same extent, validity and priority as
the Department of Housing and Urban Development possessed as of the
Petition Date, subject only to the liens against accounts, accounts
receivable, and cash and super-priority administrative expense
granted to the DIP Lender in connection with the DIP Financing and
the liens and security interests held by Wells Fargo.

U.S. Bank was granted automatically perfected replacement liens on
and replacement security interests in and upon the Hebrew Life
Choices Cash Collateral to the same extent, validity and priority
as U.S. Bank possessed as of the Petition Date, subject only to the
liens against accounts, accounts receivable, and cash and
super-priority administrative expense granted to the DIP Lender in
connection with the DIP Financing, the Carve-Out and the Preserved
Actions.

TD Bank was granted valid and automatically perfected replacement
liens on and replacement security interests in and upon the Hebrew
Life Choices Collateral to the same extent, validity and priority
as TD Bank possessed as of the Petition Date, subject only to the
liens against accounts, accounts receivable, and cash and
super-priority administrative expense granted to the DIP Lender in
connection with the DIP Financing and the liens and security
interests held by U.S. Bank.

As adequate protection of the right asserted by the Department of
Revenue Services, or the DRS, to setoff amounts due and owing to
Hebrew Home and Hospital by the State of Connecticut, Department of
Social Services in connection with the Medicaid program for
services provided by Hebrew Home and Hospital prior to the Petition
Date, against amounts that DRS alleges are due and owing by Hebrew
Home and Hospital to the DRS for unpaid provider taxes arising
prior to the Petition Date, DRS' asserted right to setoff against
the Prepetition Medical Payables will attach to all Medicaid
Payables due and owing to Hebrew Home and Hospital for services
provided by it after the Petition Date.

The Carve-Out consists of:

     (i) allowed fees and reimbursement for disbursements of
professionals retained by the Debtors in an aggregate amount for
all such Debtors’ Professional Fees not to exceed $350,000.00;

     (ii) allowed fees and reimbursement for disbursements of
professionals retained by the Committee in an aggregate amount of
all such Committee’s Professional Fees not to exceed
$175,000.00;

     (iii) quarterly fees pursuant to 28 U.S.C. Section 1930(a)(6)
plus interest accrued pursuant to 31 U.S.C. Section 3717, and any
fees payable to the clerk of the Bankruptcy Court; and

     (iv) amounts due and owing to the Debtors’ non-insider
employees for post-petition wages.

A hearing on the Debtors' further use of cash collateral is
scheduled on December 13, 2016 at 3:00 p.m.

A full-text copy of the Order, dated December 7, 2016, is available
at http://bankrupt.com/misc/HebrewHealth2016_1621311_456.pdf

                 About Hebrew Health Care, Inc.

Hebrew Health Care, Inc., Hebrew Life Choices, Inc., Hebrew
Community Services, Inc., and Hebrew Home and Hospital,
Incorporated, filed Chapter 11 petitions (Bankr. D. Conn. Case Nos.
16-21311, 16-21312, 16-21313, and 16-21314, respectively) on Aug.
15, 2016. The petitions were signed by Bonnie Gauthier, CEO. Their
cases are assigned to Judge Ann M. Nevins.

The Debtors are represented by Elizabeth J. Austin, Esq., at
Pullman and Comley, LLC.

At the time of the filing, Hebrew Health Care, Inc., estimated
assets at $1 million to $10 million and liabilities at $100,000 to
$500,000; Hebrew Life Choices, Inc. estimated assets at $10 million
to $50 million and liabilities at $10 million to $50 million;
Hebrew Community Services, Inc. estimated assets at $500,000 to $1
million and liabilities at $100,000 to $500,000; and Hebrew Home
and Hospital estimated assets at $1 million to $10 million and
liabilities at $10 million to $50 million.

The United States Trustee for Region 2 appointed The Connecticut
Light and Power Company, McKesson Corporation, and Morrison
Management Specialists, Inc. to serve on the Official Committee of
Unsecured Creditors.


HEENA HOSPITALITY: Unsecureds To Get $1K A Month Over 5 Years
-------------------------------------------------------------
Heena Hospitality, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of Texas a disclosure statement explaining
the Debtor's plan of reorganization.

Class 7 General Unsecured Claims is estimated to be approximately
$1,128,625.38.  The Debtor has not filed claims and objections and
may object to certain of the unsecured claims.  Class 7 is impaired
by the Plan.  Each holder of an Allowed General Unsecured Claim
will be paid their pro rata share of $1,000 a month over five
years, starting on the 15th of the third full month following the
Effective Date.  The majority of this payment will go to Citizens
Bank.

The Debtor will fund the Plan from the Debtor's continued business
operations.  The Debtor will keep current its post-petition
payables.

The Debtor has filed with the Court an application for conditional
approval of the disclosure statement.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/txnb16-42305-51.pdf

The Plan was filed by the Debtor's counsel:

     Joyce W. Lindauer, Esq.
     JOYCE W. LINDAUER ATTORNEY, PLLC
     12720 Hillcrest Road, Suite 625
     Dallas, Texas 75230
     Tel: (972) 503-4033
     Fax: (972) 503-4034
     E-mail: joyce@joycelindauer.com

                     About Heena Hospitality

Heena Hospitality, LLC, owns the Motel 6 located at 150 Alford
Drive, Weatherford, Texas.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Texas Case No. 16-42305) on June 10, 2016.  The
petition was signed by Bob Bhojwani, president.

The case is assigned to Judge Russell F. Nelms.

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


HEYL & PATTERSON: DOJ Watchdog Directed to Appoint Ch. 11 Trustee
-----------------------------------------------------------------
Judge Carlota M. Bohm of the U.S. Bankruptcy Court for the Western
District of Pennsylvania entered an Order directing the U.S.
Trustee to appoint a Chapter 11 Trustee for Heyl & Patterson,
Inc..

The approval was in light of the Expedited Motion of the Official
Committee of Unsecured Creditors of Heyl and Patterson, Inc., for
the Appointment of a Chapter 11 Trustee.

The Court further ordered that no sale proceeds from any sale
involving property of the Debtor's estate shall be distributed
prior to the selection of a Chapter 11 Trustee.

                   About Heyl & Patterson

Heyl & Patterson Inc. is an American specialist engineering
company, founded in 1887 and based in Pittsburgh, Pennsylvania.
Heyl & Patterson sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-21620) on April 29,
2016. The petition was signed by John R. Edelman, CEO. The case is
assigned to Judge Carlota M. Bohm. The Debtor estimated assets and
liabilities in the range of $1 million to $10 million.

The Debtor tapped George T. Snyder, Esq., at Stonecipher Law Firm,
as counsel; and Gleason & Associates as financial advisors.

Andrew Vara, acting U.S. trustee for Region 3, appointed seven
creditors to serve on an Official Committee of Unsecured Creditors.
The Committee retained Whiteford, Taylor & Preston, LLC as its
legal counsel; and Albert's Capital Services, LLC as its financial
advisor.


HOLY NAZARENE DELIVERANCE: Taps Morse Geller as Legal Counsel
-------------------------------------------------------------
Holy Nazarene Deliverance Ministries, Inc. seeks approval from the
U.S. Bankruptcy Court for the Eastern District of New York to hire
legal counsel.

The Debtor proposes to hire Morse Geller & Associates to give legal
advice regarding its duties under the Bankruptcy Code, and provide
other services related to its Chapter 11 case.

Morse Geller, Esq., the attorney designated to represent the
Debtor, will be paid an hourly rate of $250 while the firm's
paralegals will be paid $50.

Mr. Geller disclosed in a court filing that he does not represent
any interest adverse to that of the Debtor, and that he is
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.

The firm can be reached through:

     Morse Geller, Esq.
     Morse Geller & Associates
     277 Sycamore Street
     West Hempstead, NY 11552
     Phone: 516-220-1752

                 About Holy Nazarene Deliverance

Holy Nazarene Deliverance Ministries, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
16-42137) on May 17, 2016.  The case is assigned to Judge Nancy
Hershey Lord.


HS GROUP: S&P Affirms 'B' CCR & Revises Outlook to Stable
---------------------------------------------------------
S&P Global Ratings said that it revised its outlook on Eden
Prairie, Minn.-based HS Group Holdings Inc. to stable from negative
and affirmed S&P's 'B' corporate credit rating on the company.

S&P also reviewed the recovery and issue-level ratings for the
company that were under criteria observation (UCO) after publishing
S&P's revised recovery ratings criteria on Dec. 7, 2016.  With
S&P's criteria review complete, it is removing the UCO designation
from these ratings and raising S&P's issue-level rating and
recovery rating on the company's $350 million first-lien term loan
maturing in 2021 and $35 million revolving credit facility maturing
in 2020 to 'B+' and '2' from 'B' and '3', respectively.  The '2'
recovery rating indicates S&P's expectations for substantial (lower
end of 70%-90% range) recovery in the event of payment default.
Incorporated in S&P's analysis is the assumption that the
first-lien term loan will grow to
$350 million from $300 million based on preliminary terms and
conditions.  The company will raise $50 million in incremental
first-lien debt for paying down revolver borrowings, general
corporate purposes, and potential tuck-in acquisitions.

In addition, S&P affirmed its 'CCC+' issue-level rating, with a
recovery rating of '6', on the company's $130 million second-lien
term loan maturing in 2022.  The '6' recovery rating indicates
S&P's expectation for negligible (0%-10%) recovery in the event of
payment default.

The outlook revision to stable from negative reflects S&P's
forecast for continued EBITDA growth primarily from acquisitions
through 2017.  In conjunction with full repayment of the revolver
($25 million as of Sept. 30, 2016), S&P believes it will result in
adjusted leverage improving to below 6x in 2017 from just under 7x
at the end of 2016.  Growth through acquisitions and new license
sales in 2016 have more than offset steep declines in server change
fees that the company is de-emphasizing to improve customer
satisfaction.  Nonetheless, EBITDA margin declined because acquired
companies were less profitable and the reduction in server change
fees had a direct impact on margins.  S&P expects faster EBITDA
growth in the low–teen percents over the next 12 months as
Help/Systems improves margins at the acquired entities.

Help/Systems offers information technology (IT) infrastructure
software tools for system and network management, business
intelligence, and security compliance.  The company's products
automate critical technology functions such as scheduling and
network monitoring, provide business intelligence through executive
dashboards, and improve system security.  Approximately 75% of
revenue comes from clients using IBM's iPower servers, which rely
on a set refresh cycle.  But Help/Systems recently grew sales to
multi-platform customers through organic development of new
software solutions and acquisitions.  The company is also focused
on growing sales outside the U.S., historically about 20% of sales.
Help/Systems has completed 20 small acquisitions since 2006.

Help/Systems has modest market share in the narrow and fragmented
IT software solutions market for IBM servers.  The market growth
rate for servers is low due to increasingly powerful machines that
make upgrade cycles less predictable.  Further, the company
competes with numerous other companies, including several much
larger and long-established players with substantially greater
resources.  These credit risks are partially offset by
Help/Systems' high recurring revenues, with more than 70% of
revenue coming from recurring revenue (primarily maintenance) and
renewal rates in excess of 90% for its three largest tools.  Gross
margins have consistently exceeded 90%, and EBTIDA margins are
helped by the company's efficient telephone and web-based sales
model.

S&P's base case assumes:

   -- Real U.S. GDP growth of 1.6% in 2016 and 2.4% in 2017;

   -- Global IT spending growth in the low-single–digit
percents;

   -- Low-teens percent revenue growth in fiscal 2016, driven by
      recent acquisitions;

   -- Double–digit percent revenue growth in 2017, above S&P's
      macroeconomic and industry expectations, reflecting a full
      year of the 2016 acquisitions, internal growth slightly
      below GDP, and more modest acquisition spending relative to
      2016;

   -- Margins remaining stable in the low- to mid-50% area based
      on the company's track record of successfully integrating
      acquisitions while maintaining margins; and

   -- Positive FOCF generation above $35 million in 2017 that it
      will use to fund acquisitions.

Based on these assumptions, S&P arrives at these credit measures
over the rating horizon:

   -- Debt-to-EBITDA ratio just below 7x at the end of 2016
      declining to below 6x at the end of 2017;

   -- FOCF to total debt of 6%-10% over the next two years; and

   -- EBITDA interest coverage above 2x for the next two years.

In S&P's view, the company has adequate liquidity.  S&P believes
coverage of uses will be 3x for the next 12 months and that net
sources will be positive in the next year, even with a 15% decline
in EBITDA.

Principal liquidity sources:

   -- Cash balance of about $4.5 million as of Sept. 30, 2016.
   -- Annual cash flow from operations above $30 million.
   -- Full availability under the company's $35 million revolving
      credit facility due in 2020 at transaction close.

Principal liquidity uses:

   -- Modest annual capital expenditures in the 1.5%-2% range.
   -- Mandatory debt amortization of $3 million.
   -- Annual acquisitions of $20 million-$40 million for the next
      two years.

Despite measureable liquidity sources and uses that may suggest a
higher liquidity assessment, S&P limits its assessment to adequate
due to qualitative factors.  S&P believes that to absorb a
high-impact, low-probability event, the company would require some
refinancing.  S&P also views the company as having satisfactory but
not high standing in credit markets, evidenced by the
speculative-grade credit spreads on its proposed debt.

Covenants

There is a maximum net leverage covenant on the first-lien term
loan.  The test was at 8.75x as of Sept. 30, 2016, and steps down
over time. EBITDA cushion was just under 30% as of Sept. 30, 2016.
S&P expects the company to maintain cushion above 20% over the
coming year.

The stable outlook reflects leverage of just under 7x that S&P
expects will decline to below 6x by the end of 2017 as the company
sees a full year of operations from recent acquisitions.  It also
reflects S&P's expectation that the company will continue to
generate annual FOCF above $25 million.

S&P could lower the rating if leverage is sustained above 7x over
the next year or FOCF to debt falls below 3% with no prospects for
improvement.  This could occur if the company doesn't realize
anticipated synergies, experiences increased competition, or
customer losses.

A higher rating is unlikely over the next year given sponsor
ownership and continued use of cash for acquisitions.  Longer term,
S&P could raise the rating if leverage is sustained below 5x.



IGNACIO VILLARREAL MOYA: Unsecureds To Get $4,000 Under Plan
------------------------------------------------------------
Ignacio Villarreal Moya and Maria L. Villarreal filed with the U.S.
Bankruptcy Court for the District of Nevada a disclosure statement
referring to the Debtor's plan of reorganization.

Class 2B General Unsecured Claims will receive a dividend of
$4,000.  This dividend constitutes payment of [___] cents per
dollar of each claim.

Payments and distributions under the Plan will be funded by the
income generated from the investment property located at 2205
Mariposa Avenue, in Las Vegas, Nevada, and their wages.  The Debtor
intends to pursue an action to quiet title in the 2205 Mariposa
Avenue Property.  According to the Debtor, the current holders of
the title to the investment property fraudulently obtained the
subject property and the lead owner is currently serving time in
prison for this and similar acts.

The Disclosure Statement is available at:

            http://bankrupt.com/misc/nvb16-10398-70.pdf

The Plan was filed by the Debtor's counsel:

     Randal R. Leonard, Esq.
     500 S. Eighth Street
     Las Vegas, NV 89101
     Tel: (702) 598-3667
     Fax: (702) 598-3926
     E-mail: rleonard999@yahoo.com
     
Ignacio Villarreal Moya and Maria L. Villarreal filed for Chapter
11 bankruptcy protection (Bankr. D. Nev. Case No. 16-10398) on Jan.
28, 2016.


ILLINOIS POWER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Illinois Power Generating Company
        601 Travis Street, Suite 1400
        Houston, TX 77002

Case No.: 16-36326

Type of Business: Power Generation

Chapter 11 Petition Date: December 9, 2016

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

Judge: Hon. Marvin Isgur

Debtor's Co-General     
Bankruptcy Counsel:     LATHAM & WATKINS LLP

Debtor's Co-General
Bankruptcy Counsel:     Timothy Alvin Davidson, II, Esq.
                        ANDREWS KURTH KENYON LLP
                        600 Travis, Ste 4200
                        Houston, TX 77002
                        Tel: 713-220-3810
                        Fax: 713-238-7102
                        E-mail: tdavidson@akllp.com
                                taddavidson@andrewskurth.com

Debtor's                
Financial
Advisor:                DUCERA PARTNERS LLC

Debtor's                
Claims, Noticing
& Solicitation
Agent:                  EPIQ BANKRUPTCY SOLUTIONS, LLC

Total Assets: $450.14 million

Total Debts: $970.41 million

The petition was signed by Jeff Hunter, chief restructuring
officer.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
The Bank of New York Mellon        Unsecured Notes   $831,610,833
Attn: Alex Chang
101 Barclay St - 8W
New York, NY 10286 USA
Tel: 212-815-4869
Fax: 732-667-9384
Email: Alex.chang@bnymellon.com

Advatech                              Trade Debt       $80,730,566
Attn: Mr. Greg Smith
10975 Benson Drive, Suite 100
Overland Park, KS 66210 USA
Tel: 913-242-3393
Fax: 913-242-3401
Email: wmgoldlaw@aol.com

GS RC Coffeen LLC                      Trade Debt       $5,669,942
200 West St
New York, NY 10282
Fax: 303-923-2180
Email: gfeeder@tinuumgroup.com

BNSF Railway Company                   Trade Debt       $4,774,853
2650 Lou Menk Drive
Fort Worth, TX 76131 USA
Tel: 817-352-4178
Fax: 817-352-7939
Email: Larry.Meyne@bnsf.com

Peabody                                 Trade Debt      $2,382,314
7100 Eagle Crest Blvd, Ste 300
Evansville, IN 47715
Fax: 812-434-8500
Email: salesaccounting@peabodyenergy.com

Newton RC LLC                           Trade Debt      $2,256,085
6725 North 500th Street
Newton, IL 62448
Fax: 734-302-8243
Email: caroline.drews@dteenergy.com

Union Pacific                           Trade Debt      $1,676,735
455 North City Front Plaza DR
Chicago, IL 60611
Fax: 402-544-5000
Email: upmateriallinvoices@up.com

Arch Coal Inc.                          Trade Debt      $1,330,955
CityPlace One, Suite 300
St. Louis, MO 63141 USA
Tel: 314-994-2843
Fax: 314-994-2719
Email: bvarner@archcoal.com

Scheck Mechanical Corporation          Trade Debt        $646,281
Attn: Eric Estes
One East Oak Hill Drive, Suite 100
Westmont, IL 60559 USA
Tel: 920-759-2600
Fax: 708-215-8459
Email: Eestes@goscheck.com

The Indiana Rail Road Company           Trade Debt       $576,190
8888 Keystone Crossing, Suite 1600
Indianapolis, IN 46240 USA
Tel: 317-616-3459
Fax: 317-844-5401
Email: jenny.vanvaler@inrd.com

Cloud Peak Energy Resources LLC            Trade Debt     $383,625
505 South Gillette Ave, Building 4
Gillette, WY 82717 USA
Tel: 303-713-5600
Fax: 720-566-3099
Email: bill.wallace@cldpk.com

Tronox Specialty Alkali Corporation        Trade Debt     $318,393
Attn: Michael Brubaker
1735 Market Street
Philadelphia, PA 19103 USA
Tel: 215-845-4512
Fax: 215-857-5730
Email: donna.burkhard@tronox.com

Contura Coal Sales LLC                     Trade Debt     $192,884
Email: allen.childress@conturaenergy.com

NOL TEC Systems Inc.                       Trade Debt     $140,000
Email: jimanderson@non-tec.com

Team Industrial Services Inc.              Trade Debt     $134,460
Email: Mike.Krusz@Teaminc.com,
       jon.houser@teaminc.com

CF Industries Sales LLC                    Trade Debt      $98,095
Email: bkoschak@cfindustries.com

Moon Fabricating Corporation               Trade Debt      $93,415
Email: kkerrick@moontanks.com

Turbine Pros LLC                           Trade Debt      $86,429
Email: apinvoices@turbinepros.com

KM Plant Services Inc.                     Trade Debt      $81,919
Email: LizBeison@k2industrial.com

Nokomis Quarry Company                     Trade Debt      $81,671
Email: debbier@consolidated.net


ILLINOIS POWER: Files for Ch. 11 Bankruptcy With Prepackaged Plan
-----------------------------------------------------------------
Illinois Power Generating Company (Genco) filed a voluntary
petition for reorganization under Chapter 11 of the Bankruptcy Code
in the U.S. Bankruptcy Court for the Southern District of Texas
(Case No. 16-36326) on Dec. 9, 2016, to implement a consensual
restructuring of its senior unsecured note debt.

The Debtor has hired Latham & Watkins LLP and Andrews Kurth Kenyon
LLP as bankruptcy co-counsel; Ducera Partners LLC as financial
advisor; and Epiq Bankruptcy Solutions, LLC as claims, noticing and
solicitation agent.  The case is assigned to Judge Marvin Isgur.

The power generation company commenced the Chapter 11 case
following receipt of the requisite accepting votes in favor of a
prepackaged plan of reorganization.  About 96.9% in amount and
82.9% in number of votes in the only impaired class under the Plan
voted to accept the Plan, and the Plan provides that all non-voting
classes, including general unsecured creditors, are to be paid in
full or otherwise rendered unimpaired.

Headquartered in Houston, Texas, Genco, which employs 217 people,
owns and operates a merchant electricity generation business in
Illinois.  Genco is an indirect, wholly-owned subsidiary of IPH,
LLC, which is an indirect wholly-owned subsidiary of Dynegy.  On
Dec. 2, 2013, IPH acquired assets, including Genco (formerly known
as Ameren Energy Generating Company and several of its affiliates,
from Ameren Corporation pursuant to a transaction agreement.
Electricity generated by Genco at its Coffeen Plant and Newton
Plant is primarily sold through the Midcontinent Independent System
Operator, Inc. market, and a portion of the electricity generated
by Genco is offered into the PJM Interconnection, LLC market.

Jeff Hunter, chief restructuring officer, disclosed in an affidavit
filed with the Court that Genco faced market challenges due to
unfavorable competition against regulated utilities that can offer
capacity into the market at little to no cost.  In addition, he
said, there are numerous regulatory and environmental constraints
on Genco's business.  "The most costly of these are regulations
governing sulfur dioxide (SO2) emissions, which will require either
reduced operations or significant capital expenditure and increased
operating costs to implement dry sorbent injection (DSI) technology
to reduce SO2 emissions; rules for the safe disposal of coal
combustion residuals (CCR), compliance with which creates
significant present and future obligations for Genco; and
compliance with Effluent Limitation Guidelines (ELG), which are
standards for wastewater discharge designed to limit potential
contamination of water sources."

As of Nov. 30, 2016, Genco's unaudited balance sheet reflected
assets of approximately $450 million and liabilities of
approximately $970 million.  Genco's material long term debt
obligations consist of three series of senior unsecured notes, with
a total outstanding principal amount of $825 million.  As of the
Petition Date, the total outstanding obligations due and owing to
vendors, suppliers, and other general unsecured creditors  are
approximately $23.1 million.  In addition Genco owes certain
support services providers approximately $12.7 million as of the
Petition Date under a services agreement, Court documents show.

"As a result of these market and regulatory challenges, and
interest payments on account of the Genco Notes totaling
approximately $58.61 million annually, Genco's liquidity has been
an ongoing concern since the Ameren Transaction. Moreover, with
some of the Genco Notes set to mature in 2018, it became clear that
a restructuring of the Genco Notes would be necessary for Genco to
remain competitive," Mr. Hunter maintained.

Mr. Hunter added that with interest payments of $7.9 million and
$10.5 million on account of the Genco Notes due on Oct. 1, 2016,
and Oct. 15, 2016, respectively, Genco's liquidity issues and the
need for a restructuring became a pressing concern during the third
quarter of 2016, and negotiations among Genco, Dynegy, and the Ad
Hoc Group of Noteholders intensified as the October interest
payments drew nearer.

After evaluating these alternatives, and considering the
operational synergies under the Services Agreement with the
Provider Group, the significance of Genco's PSA with IPM, and the
environmental permitting issues that could arise in any change of
control or separation from the IPH Group, Genco, in connection with
the Ad Hoc Group of Noteholders and Dynegy, agreed upon the
framework for a restructuring that will reduce its debt, allow its
operations to continue with minimal disruption, and provide holders
of Genco Notes with substantial consideration.

                  Restructuring Support Agreement

On Oct. 14, 2016, upon approval by Genco's board of directors,
including the special director and independent director, Genco
entered into a restructuring support agreement with Dynegy, certain
affiliates of Genco and Dynegy, and the Ad Hoc Group of
Noteholders.  The Support Agreement provides for holders of Genco
Notes to receive, in exchange for their Genco Notes, their pro rata
share of (i) approximately $130 million in cash (subject to
adjustment based on interest payments made prior to consummation of
the restructuring), (ii) $210 million of new debt to be issued by
Dynegy, and (iii) up to 10 million warrants to be issued by Dynegy.
The Debtor estimates that this consideration amounts to
approximately a 39% recovery for holders of Genco Notes, in
addition to the interest payments received through December 2016.

The Support Agreement includes a term sheet for a plan of
reorganization that provides for all classes of creditors,
including general unsecured creditors other than the holders of
Genco Notes, to be unimpaired.  The term sheet also provides for
Genco's equity interests, indirectly owned by Dynegy, to be
reinstated.

In addition, the Support Agreement provides that upon consummation
of the Plan, Dynegy will provide Genco with an intercompany
revolving working capital facility.  The Working Capital Facility
will be secured by a first-priority security interest in
substantially all of Genco's assets.  The interest rate for
borrowings under the Working Capital Facility will be 7% per annum,
payable quarterly in arrears.  The Working Capital Facility will
consist of two tranches of revolving credit facilities: the
proceeds of the Tranche A facility, for which Dynegy will commit up
to $25 million, subject to certain adjustments, may be used to
satisfy Genco's ordinary course working capital needs; and the
proceeds of the Tranche B facility, for which Dynegy will commit up
to $100 million, subject to certain adjustments, may be used to
satisfy Genco's obligations to pay all or a portion of the cash
distributions to be made under the Plan.

                        First Day Motions

Genco has asked the Court for authority for standard and customary
"first day" relief to continue its operations in the ordinary
course during the restructuring process.  The Debtor is seeking
permission to, among other things, use existing cash management
system, pay employee obligations and prohibit utility companies
from discontinuing services.  

The Debtor also filed a motion seeking entry of an order scheduling
a combined hearing hearing on Jan. 23, 2017, with respect to (i)
approval of the Disclosure Statement, (ii) approval of the Debtor's
prepetition solicitation of the Plan, and (iii) confirmation of the
Plan, with the goal of emerging from the Chapter 11 Case as soon as
practicable and, in any case, within the milestones contemplated by
the Support Agreement.

The Debtor has not sought new postpetition financing based on its
assessment that the $52.6 million cash on hand is sufficient to
provide for its liquidity needs under a streamlined prepackaged
Chapter 11 proceeding.

A full-text copy of the declaration in support of the First Day
Motions is available for free at:

      http://bankrupt.com/misc/12_ILLINOIS_Declaration.pdf


INFORMATION RESOURCES: Moody's Affirms B2 Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed Information Resources, Inc.'s B2
Corporate Family Rating ("CFR") and B2-PD Probability of Default
Rating, and assigned Ba3 (LGD3) ratings to its new, $900 million,
first-lien Term Loan B and $80 million first-lien revolver, and a
Caa1 (LGD5) rating to its new, $350 million second-lien term loan.
Proceeds from the new term loans will be used to pay down all of
IRI's existing, approximately $598 million of term loan debt, pay
for transaction fees and expenses, and make a roughly $627 million
dividend payment to IRI's shareholders in proportion to their
respective ownership interests: New Mountain Partners III, L.P.
(81%); Symphony Technology II-A, L.P. (15%); and certain members of
the Issuer's management team. Upon the transaction's closing,
expected this month, Moody's will withdraw the ratings of IRI's
existing revolver and Term Loan B. The ratings outlook is stable.

Assignments:

   Issuer: Information Resources, Inc.

   -- Senior secured first-lien term loan B, revolving credit
      facility, due 2023, 2021, Assigned Ba3 (LGD3)

   -- Senior secured second-lien term loan, due 2024, Assigned
      Caa1 (LGD5)

Affirmations:

   -- Probability of Default Rating, Affirmed B2-PD

   -- Corporate Family Rating, Affirmed B2

RATINGS RATIONALE

IRI's B2 CFR primarily reflects very high pro-forma debt-to-EBITDA
leverage (including Moody's standard adjustments, mainly a $39
million addition to debt for capitalized leases), which, depending
on the degree of EBITDA adjustments allowed, would range from
between 7.0 and 8.0 times. Pro-forma leverage represents nearly a
doubling of financial leverage from IRI's recent levels, which had
been improving steadily over the past few years to a range more in
keeping with a higher CFR. Given IRI's mid-single-digit-percentage
revenue growth and modest improvement in profitability, Moody's
expects the company, in order to retain its rating, to delever
within a year to near or below 6.5 times, a more appropriate level
for the B2 CFR. Moody's believes that in addition to IRI's
employing high leverage, the company's use of debt to fund a very
large distribution to shareholders underscores aggressive financial
policies. It is Moody's view that, since a $627 million dividend
represents a recoupment of well over one hundred percent of the PE
investors' original 2011 investment, the sponsors may be less
incentivized to employ conservative financial policies in their
ongoing stewardship of IRI. As such, more distributions cannot be
ruled out.

IRI's ratings continue to be supported by the company's history of
having delevered from high levels over the past few years,
successfully integrating a major, debt-funded acquisition in 2013,
and demonstrating steady improvement in revenues and margins over
the period. Moody's expects IRI to generate free cash flow that, as
a percentage of debt, will run in the mid-single-digit percentages
over the next two years, good for the ratings category. Although
IRI competes with the larger Nielsen Holdings N.V. in a duopolistic
industry structure, IRI's EBITDA margins, in the low teen
percentages on a Moody's-adjusted basis over the last few years,
are relatively modest. The company's market position is supported
by high switching costs for customers, as well as significant
barriers to entry for new competitors, including IRI's technology
infrastructure, dictionary of CPG products sold, historical product
data, and long-term relationships and contracts with its customers.
Moody's recognizes the stability afforded by the largely recurring
nature of IRI's $1 billion revenue base, and notes the company's
forays into new retail, technology, and media customer verticals --
which may not only provide higher growth revenue sources, but which
also serve to distinguish IRI from Nielsen.

The stable outlook reflects Moody's expectation for marked
deleveraging over the next year to eighteen months, and
mid-single-digit-percentage constant-currency revenue growth over
the next year, although the impact of foreign currency translations
could temper reported revenue. With most integration and
data-center-migration expenses behind it, IRI should continue to
see its EBITDA margin improve, approaching mid-teen percentages
(for the LTM September 2016 period, the margin was just above 13%).
The outlook is also supported by the stable, duopolistic structure
of IRI's market.

Moody's views IRI's liquidity as good, with expected free cash flow
around $60 million in 2017, or 5% of total debt. IRI's cash balance
had been building over the last several quarters (to $71 million as
of September 30, 2016), but some of that cash will be used in the
proposed dividend recapitalization. Meanwhile, the new, $80 million
revolver is expected to remain largely undrawn. Scheduled annual
amortization under the $900 million term loan, which matures in
late 2023, is $9 million.

The ratings could be upgraded if the company demonstrates
significant top line growth and commitment to sustaining
debt-to-EBITDA and free-cash-flow-to-debt below 5.0 times and above
5%, respectively. Given the continued, majority private equity
ownership and the prior leveraging acquisition, the risk of
additional leveraging transactions is considered elevated. The
ratings could be downgraded if revenue fails to grow, liquidity
deteriorates, or profitability weakens such that Moody's expects
debt-to-EBITDA will not return to below 6.5 times over the next
twelve to eighteen months, or if free-cash-flow-to-debt approaches
low-single-digit percentages.

Information Resources, Inc. ("IRI") provides market measurement
data and related services to consumer packaged goods and health
care manufacturers in North America, Western Europe, Australia, New
Zealand, and parts of Southeast Asia. IRI is majority-owned by
affiliates of New Mountain Capital. Moody's expects the company to
generate 2016 revenues of approximately $1,030 million, a 5%
improvement over 2015.

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


INGRAM MICRO: Moody's Cuts Senior Unsecured Debt Ratings to Ba1
---------------------------------------------------------------
Moody's Investors Service has downgraded Ingram Micro Inc.'s senior
unsecured debt ratings to Ba1 from Baa3, upon the announcement that
Tianjin Tianhai Investment Company, Ltd. ("TTIC"), a subsidiary of
HNA Group ("HNA"), closed its acquisition of Ingram Micro. As part
of the rating action, Moody's assigned Ingram Micro a Ba1 corporate
family rating (CFR) and a Ba1-PD probability of default rating. The
outlook is stable. The rating action concludes the review for
downgrade, initiated on February 18, 2016 following the acquisition
announcement.

The company's existing $1.1 billion in senior unsecured notes will
remain outstanding if holders do not tender the notes to the
company under the change of control provisions. Moody's also
expects Ingram Micro to maintain all its committed financing and
credit facilities, under substantially the existing terms. It is
Moody's understanding that despite not being subject to public
filing requirements going forward, Ingram Micro will continue to
provide requisite financial statements.

RATINGS RATIONALE

Ingram Micro's Ba1 CFR reflects the company's market position as
the world's largest broadline technology distributor by revenue.
Characteristic of IT distributors, Ingram Micro's low margin
business necessitates maintaining a conservative financial policy,
very strong liquidity and low adjusted debt to EBITDA leverage
around 2.0 times, in order to fund necessary investments for growth
and to maintain favorable commercial terms with the largest IT
vendors. Over the next 12 to 18 months, Moody's does not expects
any material change in Ingram's conservative financial policies. As
of October 1, 2016, adjusted to debt to EBITDA leverage was about
2.2 times.

However, the lack of visibility as to the financial position,
performance and financial policies of HNA and TTIC, and the
uncertainties about Ingram Micro's financial policies over a longer
term, are more consistent with a speculative grade profile. The
TTIC acquisition debt is placed at a holding company several layers
above Ingram Micro, with no recourse to the rated entity, and
Ingram Micro has amended its credit facilities and bond indentures
to provide extra measures to restrict the flow of funds to the
ultimate parent. The new terms include limiting upstream dividends
to at most, 50% of the company's net income. However, there is a
possibility that in the future, Ingram Micro's financial resources
may be tapped to a greater extent to aid its new owners.

The ratings for the senior unsecured notes (Ba1, LGD4) reflect the
overall probability of default of the company, as reflected in the
PDR of Ba1-PD, and the expectation for average family recovery in a
default scenario. Moody's notes that consistent with the nature of
its business, Ingram Micro has large accounts payable balances
relative to funded debt, with a significant portion of the payables
obligations at foreign subsidiaries. Although these foreign
obligations may be deemed more senior than the general unsecured
obligations at Ingram Micro, given the potential for significant
changes in accounts payable balances, Moody's ranks all payables
obligations on a ratable unsecured basis. Moody's assessment of the
ranking of foreign trade payables relative to unsecured debt could
change if there is a deterioration in the company's financial
profile.

Liquidity is expected to remain very strong, with cash balances
expected to run above $600 million (cash levels were about $680
million as of October 1, 2016). The company had full availability
under the $1.5 billion unsecured revolving credit facility maturing
January 2020. Ingram Micro can also borrow around $915 million
under its various multi-year revolving A/R backed financing
facilities, which were nearly fully available at October 1, 2016.
Moody's expects Ingram Micro to retain substantial headroom
relative to maintenance covenants in the revolving credit facility
over the next year.

The stable rating outlook reflects Moody's expectation that Ingram
Micro will maintain its strong competitive positions across the
globe, while maintaining conservative financial policies and strong
liquidity.

Given the uncertainties surrounding the financial profile of its
ultimate owners, a rating upgrade is unlikely in the near term.
However, if the ownership/governance structure is modified in such
a manner that Moody's believes that the likelihood of a change in
financial policies becomes remote, an upgrade is possible.

Ratings could be downgraded if the company adopts more aggressive
financial policies. Ratings would also be under downward pressure
if intense competition from distributors and vendors/OEMs cause
market share losses, pricing challenges and substantial margin
erosion as well as a significant decline in free cash flow and
internal liquidity. Additionally, if adjusted debt to EBITDA rises
above 3.5 times on a sustained basis, the ratings could be
lowered.

Rating actions:

   Issuer: Ingram Micro Inc.

   -- Outlook: Stable

   -- Corporate Family Rating -- Assigned Ba1

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

   Issuer: Ingram Micro Inc. - Pre-Acquisition

   -- Senior Unsecured Debt -- Downgraded to Ba1 (LGD4) from Baa3
      Under Review for Downgrade

Ingram Micro is the largest global information technology (IT)
wholesale distributor (by revenue) providing sales, marketing, and
supply chain solutions. The company offers various IT products,
including peripherals, systems, networking, software, logistics,
data capture, point-of-sale, and high-end home technology products,
mostly focused on the small and medium size business market. On
December 5, 2016, Tianjin Tianhai, a subsidiary of HNA Group,
acquired Ingram Micro.

The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in December 2015.


INTEGRITY MILLWORK: U.S. Trustee Forms 3-Member Committee
---------------------------------------------------------
Acting U.S. Trustee Daniel J. Casamatta on Dec. 8, 2016, appointed
three creditors of Integrity Millwork, Inc., and The Millwork
Shoppe Inc. to serve on the official committee of unsecured
creditors.

The committee members are:

     (1) Big Blue, Inc., dba America Building Products
         Jennifer L. Brooks
         7310 Algoa Road
         Jefferson City, MO 65101-4530
         Tel: (573) 634-5433
         Fax: (573) 634-5606
         E-mail: jbrooks@abpinc.net

     (2) Creative Associates Inc.
         Mike Boatright
         691 S.W. Highway 60
         Billings, MO 65610
         Tel: (417) 744-4301
         Fax: (417) 744-2939
         E-mail: Creative.mike@sbcglobal.net

     (3) Mid-Am Building Supply, Inc.
         Jon Rakers, CFO
         1615 Omar Bradley Drive
         Moberly, MO 65270
         Tel: (660) 269-7019
         Fax: (660) 263-6829
         E-mail: Jon.rakers@midambuilding.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense.  They may investigate the debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.

                    About Integrity Millwork

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

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

David E. Schroeder, Esq., at David Schroeder Law Office, P.C.,
serves as the Debtors' bankruptcy counsel.

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


IRELAND NEEDLECRAFT: Cash Collateral Use on Final Basis OK
----------------------------------------------------------
Judge Maureen A. Tighe of U.S. Bankruptcy Court for the Central
District of California authorized Ireland Needlecraft, Inc., d/b/a
H&S Bicycles, to use cash collateral on a final basis, from
November 5, 2016 through plan confirmation in the ordinary course
of business.

Secured Creditors Cycling Sports Group, Inc. and Giant Bicycles,
Inc. assert interests in the Debtor's cash collateral.

The Debtor related that it had reached a global agreement with
Cycling Sports Group concerning various issues, including the use
of cash collateral.   The Debtor further related that as part of
the global agreement, the parties will be bringing a separate
motion by which Cycling Sports Group will provide a line of credit
to the Debtor to obtain additional bicycles.

The Secured Creditors were granted replacement liens in all the
Debtor's post-petition assets, other than avoidance power actions
and recoveries.

As further adequate protection for Cycling Sports Group against the
diminution in value of its prepetition collateral, the Judge Tighe
ordered, among others, that:

     (a) As to those bicycles which the Debtor acquired from CSG
prepetition and for which the Debtor has not already paid Cycling
Sports Group the wholesale cost and upon the sale or transfer of
such bicycles, the Debtor shall remit to Cycling Sports Group 70%
of the wholesale price from each Unpaid Prepetition CSG Bicycle.

     (b) Cycling Sports Group will receive a first-priority
replacement lien on any and all CSG bicycles acquired by the Debtor
after the Petition Date.

     (c) The Debtor will return to Cycling Sports Group all boxed
Model Year 2016 and 2017 bicycles and such additional bicycles as
will be specified on a list that the parties will separately submit
to the Court.  Cycling Sports Group will provide a dollar for
dollar credit for all returned bicycle product at the Debtor’s
wholesale cost.

     (d) Cycling Sports Group holds a valid, perfected,
first-priority security interest in all of the bicycles that it
sold to the Debtor prior to the Petition Date, and will acknowledge
the remaining amount of Cycling Sports Group’s claim after the
Redeemed CSG Bicycles have been returned to Cycling Sports Group.

     (e) Cycling Sports Group will have the right to collect
contractual interest and to reasonable attorneys’ fees up to the
value of its prepetition collateral.

A full-text copy of the Order, dated Dec. 7, 2016, is available at
http://bankrupt.com/misc/IrelandNeedlecraft2016_116bk12518mt_101.pdf

                 About Ireland Needlecraft, Inc.

Ireland Needlecraft, Inc., operates two retail bicycle stores in
Granada Hills and in Burbank, California.  It also sells bicycles
and related products online.  

Ireland Needlecraft filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 16-12518) on Aug. 29, 2016.  The petition was signed by
Robert Stotts, Jr., vice president.  The case is assigned to Judge
Maureen Tighe.  The Debtor estimated assets at $500,001 to $1
million and liabilities at $1 million to $10 million at the time of
the filing.

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

The Debtor is represented by Steven R. Fox, Esq., at the Law
Offices of Steven R. Fox.


ITUS CORPORATION: Announces Cancer Patient Efficacy Study Results
-----------------------------------------------------------------
ITUS Corporation announced preliminary results from its CchekO
cancer patient efficacy study.  Using its most recent protocols and
methods for measuring a patient's immunological response to a
malignancy, the Company achieved Sensitivity of 92% and Specificity
of 92% for 88 patient samples, including 54 samples from patients
with multiple types and severities of cancer, and 34 healthy
patients.  During the initial phase of the study, which involved
multiple experimental protocols and techniques for measuring
immunological responses, the Company reviewed and analyzed data
from a total of 315 patient samples, including 228 patients with
varying stages of cancer, as well as blood samples from 87 healthy
donors.

Patient samples representing 14 different types of cancer including
Breast Cancer, Lung Cancer, Colon Cancer, Melanoma, Ovarian Cancer,
Liver Cancer, Thyroid Cancer, Pancreatic Cancer, Appendiceal Cancer
(cancer of the appendix), Uterine Cancer, Osteosarcoma (cancer of
the bone), Leiomyosarcoma (cancer of the soft tissue), Liposarcoma
(cancer of the connective tissue), and Vulvar Cancer (cancer of the
Vulva) were included in the study. The study included samples from
patients with early and late stage, biopsy-verified, drug-naive
(before therapy) tumors, as well as biopsy-verified, refractory
(unresponsive to attempted chemotherapy) tumors.

Sensitivity and specificity are scientific measurements commonly
used to determine the accuracy of a diagnostic test, where
sensitivity measures how good a test is at identifying people with
a particular disease, and specificity measures how good a test is
at identifying people without the disease.  Although published
results vary widely, established diagnostic tests such as Low Dose
Computed Tomography (LDCT), which is used to screen for Lung
Cancer, has sensitivity of approximately 93% and specificity of
approximately 73%; the Prostate Specific Antigen test, which is
used to screen for prostate cancer, has sensitivity of
approximately 21% and specificity of approximately 91%; and
Mammography, used to screen for breast cancer and considered to be
the "gold standard" for breast cancer screening, has reported
sensitivity as low as 68% and specificity as low as 75%.  As these
results indicate, current diagnostic testing is hampered by low
sensitivity, low specificity, or both, meaning that the tests miss
a substantial portion of the cancers they are supposed to detect,
or misdiagnose a large number of healthy patients as having cancer.
There is currently no inexpensive, non-invasive diagnostic test
that excels in both sensitivity and specificity.  These preliminary
results, while extremely promising, will have to be confirmed in
blinded clinical studies of sufficient size, and benign conditions
will have to be evaluated, before we can seek marketing approval
for Cchek from the FDA.

Initial samples in the study were tested utilizing immunostaining
and fluorescent microscopic imaging.  While results were promising,
subjectivity in interpreting the imaging results together with
labor-intensive and time-consuming sample processing hampered the
commercial viability of this approach.  Subsequently, patient
samples were analyzed using flow cytometry, enabling more efficient
processing and analysis.  In addition, ITUS is developing a
software application using a proprietary neural network, which
currently relies on up to 13 quantitative parameters to analyze
test results.  This approach, which is highly data-intensive and
requires substantial computer processing power to develop, results
in a test which can be performed on a desktop computer.  An initial
version of our unique neural network, which was trained to
distinguish between the immunological responses of cancer patients
and healthy patients, was responsible for the sensitivity and
specificity results reported above.  The Company will continue to
improve its protocols, continue to upgrade its neural network
software by increasing the number of patient samples used to train
the software and expanding the range of markers, increasing the
data resolution, and enhancing the architecture of the software,
which may enable better results.

ITUS's approach to identifying the presence of cancer is to monitor
subtle changes in blood which are indicative of immune function.
During tumor growth, there is a dramatic increase in the number and
types of immune cells within the tumor microenvironment (TME).  The
study of the functions of these immune cells in the TME, and the
ability to modify these functions has given rise to the
breakthrough immunotherapy drugs that are starting to appear on the
market.  ITUS's CchekO diagnostic platform focuses on a subset of
these cells that seem to appear at the earliest formation of a
tumor, and which spill into the vasculature from the TME.  By using
proprietary protocols and fluorescently labeled antibodies, CchekO
sorts and counts the rare and specific cells. Multiparametric
analysis of the cells is conducted using the noted neural network
software application. ITUS has been successful in corroborating
diagnoses for 14 different types of cancer, and in accurately
distinguishing the blood of cancer patients from the blood of
heathy individuals.

A substantial portion of the samples in the study came from biopsy
verified breast cancer patients.  In the U.S., approximately 40
million women receive screening mammograms each year.  Studies
indicate that: for most women, mammograms miss approximately 20% of
breast cancers; for women with dense breasts, which account for 40%
to 50% of all women, mammograms miss as much as 50% of breast
cancers; approximately 11% of all women receiving mammograms are
called back for what are known as "false positives," requiring
additional confirmatory testing which can be invasive and painful;
and on average, only 1 out of 20 women called back for follow-on
testing ends up having breast cancer.  Based upon the Company's
preliminary results, as a confirmatory diagnostic test for breast
cancer, CchekO has the potential to significantly reduce the need
for invasive follow-on procedures such as needle biopsies, and
could also be used to detect cancers missed by conventional
mammograms, including for women with dense breast tissue.  While we
have not yet studied the impact of dense breast tissue on CchekÔ
results, because CchekO measures the immunological response to
cancer and does not rely on imaging, the Company expects that if
CchekÔ was developed and commercialized as a confirmatory
diagnostic test for breast cancer, it would be much better at
detecting breast cancer in women with dense breasts than a
conventional mammogram.  The Company has not yet determined whether
CchekÔ will initially be directed at cancer screening or
confirmatory diagnostic testing, and for which type or types of
cancer.  The Company will make those decisions after further
development and testing, and prior to seeking initial regulatory
approval.  The Company expects to eventually use CchekO as a
platform to launch multiple tests across multiple markets.

ITUS has submitted its data for presentation at upcoming scientific
meetings, and will eventually submit its data for publication.
Next steps include continuing to process additional patient
samples, testing additional types of cancers, evaluating benign
conditions, conducting double-blinded testing and preparing for
constructive discussions with the US Food and Drug Administration
regarding the most efficient regulatory approval path.

                         About ITUS Corporation

ITUS Corp. -- http://www.ITUScorp.com/-- develops and acquires
patented technologies for the purposes of patent monetization and
patent assertion.  The company currently has 10 patent portfolios
in the areas of Key Based Web Conferencing Encryption, Encrypted
Cellular Communications, E-Paper(R) Electrophoretic Display, Nano
Field Emission Display ("nFED"), Micro Electro Mechanical Systems
Display ("MEMS"), Loyalty Conversion Systems, J-Channel Window
Frame Construction, VPN Multicast Communications, Internet
Telephonic Gateway, and Enhanced Auction Technologies.

CopyTele changed its name to "ITUS Corporation" on Sept. 2, 2014,
to reflect the Company's change in its business operations.

ITUS Corporation reported a net loss of $5.01 million on $300,000
of total revenue for the year ended Oct. 31, 2016, compared to a
net loss of $1.37 million on $9.25 million of total revenue for the
year ended Oct. 31, 2015.  As of Oct. 31, 2016, ITUS had $5.62
million in total assets, $4.64 million in total liabilities and
$987,475 in total shareholders' equity.

Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Oct. 31, 2016, citing that the Company has limited
working capital and limited revenue-generating operations and a
history of net losses and net operating cash flow deficits. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


ITUS CORPORATION: Incurs $5.01 Million Net Loss in Fiscal 2016
--------------------------------------------------------------
ITUS Corporation filed with the Securities and Exchange Commission
its annual report on Form 10-K disclosing a net loss of $5.01
million on $300,000 of total revenue for the year ended Oct. 31,
2016, compared to a net loss of $1.37 million on $9.25 million of
total revenue for the year ended Oct. 31, 2015.

As of Oct. 31, 2016, ITUS had $5.62 million in total assets, $4.64
million in total liabilities and $987,475 in total shareholders'
equity.

Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Oct. 31, 2016, citing that the Company has limited
working capital and limited revenue-generating operations and a
history of net losses and net operating cash flow deficits. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

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

                      https://is.gd/bDJRd7

                      About ITUS Corporation

ITUS Corp. -- http://www.ITUScorp.com/-- develops and acquires
patented technologies for the purposes of patent monetization and
patent assertion.  The company currently has 10 patent portfolios
in the areas of Key Based Web Conferencing Encryption, Encrypted
Cellular Communications, E-Paper(R) Electrophoretic Display, Nano
Field Emission Display ("nFED"), Micro Electro Mechanical Systems
Display ("MEMS"), Loyalty Conversion Systems, J-Channel Window
Frame Construction, VPN Multicast Communications, Internet
Telephonic Gateway, and Enhanced Auction Technologies.

CopyTele changed its name to "ITUS Corporation" on Sept. 2, 2014,
to reflect the Company's change in its business operations.


J TASTE: Unsecured Tax Claimholders To Get $16,390.47 Plus 4.25%
----------------------------------------------------------------
Objections to the approval of the Disclosure Statement or to the
confirmation of the First Amended Plan of Reorganization filed by
J-Taste, Inc., must be filed by December 21, 2016, unless the
period to object is extended by the Court, according to the
Debtor's amended disclosure statement filed with the U.S.
Bankruptcy Court for the District of Puerto Rico on Nov. 21, 2016.

Class 1 General Priority Unsecured Claims -- totaling $14,057.58 --
will be paid in full plus 4.25% interest in 60 monthly installments
of $260.49 each, commencing on the effective date of the Plan.
This class is composed of claims filed by SIF, the Treasury
Department, the Internal Revenue Service, and the Department of
Labor.

Class 2 General Priority Unsecured Claims -- totaling $245,305.85
-- will be paid in full plus 4.25% interest in 59 monthly
installments of $3,155.68 each and a final payment of $80,000.00,
commencing on the effective date of the Plan.

Class 3 General Unsecured Tax Claims -- totaling $117,074.78 --
will recover 14%.  The Debtor is expected to pay $16,390.47 in
principal, plus 4.25% interest in 60 monthly installments of
$303.72 each, commencing on the effective date of the Plan.

Class 4 General Unsecured Claims -- totaling $32,886.29 -- will
recover 14%.  The Debtor expects to pay $4,604.08 in principal,
plus 4.25% interest in 60 monthly installments of $85.31 each,
commencing on the effective date of the Plan.

Payments and distributions under the plan will be funded by the
Debtor's operations.

The Amended Disclosure Statement is available at:

          http://bankrupt.com/misc/prb15-10243-81.pdf

As reported by the Troubled Company Reporter on Nov. 25, 2016, the
Debtor filed with the Court an amended disclosure statement and
plan of reorganization, dated Oct. 25, 2016.  According to that
disclosure statement, holders of Class 1 General Priority Unsecured
Class are SIF Claim POC-6 with a claim of $8,090 and the Treasury
Department Claim POC-8 with a claim of $2,690.  Class 1 holders
will be paid in full plus 4.25% interest in 60 monthly installments
of $200 each,commencing on the effective date of the Plan.

                           About J-Taste

J-Taste, Inc., is a corporation, duly registered and authorized to
do business in the Commonwealth of Puerto Rico.  The company is
engaged in the business of oriental cuisine (restaurant).  It was
incorporated on Nov. 30, 2007, in order to operate an oriental
restaurant in Old San Juan.  It operates its business out of a
leased property at 307 Recinto Sur Street, Old San Juan.

J Taste Inc. filed for Chapter 11 bankruptcy protection (Bankr. D.
P.R. Case No. 15-10243).

The Debtors are represented by Hector Eduardo Pedrosa-Luna, Esq.,
in San Juan, Puerto Rico.


JACK GRANT: BoNY To Get $3,293 Monthly for 30 Years at 4.4%
-----------------------------------------------------------
Jack Harry Grant filed with the U.S. Bankruptcy Court for the
Western District of Washington for Seattle an amended disclosure
statement for the Debtor's Chapter 11 plan dated Nov. 21 2016.

Class B, which consists of the secured prepetition claim of The
Bank of New York Mellon, fka The Bank of New York As Trustee for
First Horizon Mortgage Pass-Through Trust 2005-1, in the amount of
$1,079,786.87 as of the filing date, secured by a first deed of
trust on the Debtor's rental property located at 4630 Drayton
Harbor Road, Blaine, Washington 98230, is impaired under the Plan.
The secured Claim of BNY, which is secured against the 4630 Drayton
Harbor Road Property will be valued at $650,000 as of the Effective
Date of the Plan.  If BoNY disputes the value of the collateral, it
must timely file an objection to confirmation, or the value stated
by the Debtor will be determined to be the value of the collateral.
The balance of the claim (the unsecured deficiency portion of
$429,786.87) will be treated for all purposes as an unsecured Class
H claim.  BoNY will retain its lien on the property until the
secured Claim is paid in full.  The terms of the Note and Deed of
Trust will remain the same except (1) value of claim, (2) annual
interest rate, and (3) maturity date.  The secured portion of the
claim will be paid in 360 monthly payments of $3,293.45 ($650,000
amortized over 30 years at an interest rate of 4.50% per annum),
plus an escrow deposit for taxes and insurance as provided for in
the existing loan documents.

The Disclosure Statement is available at:

             http://bankrupt.com/misc/wawb16-13921.pdf

As reported by the Troubled Company Reporter on Oct. 25, 2016, the
Debtor filed with the Court a plan and accompanying disclosure
statement, which proposed that all general unsecured creditors
would be paid, pro rata, a total of $27,165, in 60 equal monthly
installments with the first installment of $452.76 to be paid on
the first of the monthly following the Effective Date.

Funds for implementation of the Plan will be derived from the
Debtor's rental income and law practices located in the U.S. and
Canada.  The Debtor's current total net monthly income is estimated
to be $9,281.89, which represents a net income from the vacation
rental and two law practices.

Jack Harry Grant filed a Chapter 11 petition (Bankr. W.D. Wash.
Case No. 16-13921) on July 28, 2016, and is represented by Masafumi
Iwama, Esq., at Iwama Law Firm.


JEVIC HOLDING: Supreme Court Begins Hearing on Drivers' Appeal
--------------------------------------------------------------
Alex Wolf, writing for Bankruptcy Law360, reported that the use of
so-called structured dismissals to end Chapter 11 cases came under
U.S. Supreme Court scrutiny on Dec. 7, as a group of truck drivers
left out of a settlement benefiting more-junior creditors argued
that a bankruptcy court impermissibly distributed bankruptcy estate
assets in violation of creditor priority.

The appeal was brought on behalf of employees of Jevic Holding
Corp.  The workers are seeking to overturn lower court rulings that
permitted the company to sidestep a multimillion-dollar liability.

As reported by the Troubled Company Reporter, 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 case is captioned CASIMIR CZYZEWSKI, et al., v. Petitioners,
JEVIC HOLDING CORP., et al., Respondents, No. 15-649 (U.S.).

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.


JOEL G. SOLIS: IRS To Be Paid in Full Over 7 Years at 3%
--------------------------------------------------------
Joel G. Solis filed with the U.S. Bankruptcy Court for the Western
District of Texas a disclosure statement referring to the Debtor's
plan of reorganization.

The Plan proposes to pay, starting on the Effective Date, the
mortgage on the Debtor's lake lodge in full over a period of 20
years if not sold sooner, to pay the tax claim and the claim held
by the Texas the Comptroller of Public Accounts in seven years.  It
further proposes to have his companies pay the claims which he has
guaranteed.

Unsecured claims are impaired under the Plan.

Class 7 - Priority Unsecured Claim Held by the Internal Revenue
Service is estimated at $3,422.19.  The claim will be paid by the
Debtor in full.  Starting on the Effective Date, the Debtor will
make regular monthly payments over a period of seven years at 3%
interest in the amount of $63 per month.  The holder of the Class 7
claim is impaired.

Class 8 - Priority Unsecured Claim Held by the Midland County
Taxing Authority is estimated at $22,032.92.  It is comprised of
the priority unsecured claim held by Midland County.  The claim
will be paid by the Debtor in full.  Starting on the Effective
Date, the Debtor will make regular monthly payments over a period
of seven years at 12% interest in the amount of $389 per month.
The holder of the Class 8 claim is impaired.

Class 9 - Priority Unsecured Claim Held by the Comptroller of
Public Accounts is estimated at $82,512.17.  It is comprised of the
priority unsecured claim held by the Comptroller of Public
Accounts.  The Debtor estimates the equipment is worth more than
the claims against it.  The claim will be paid by the Debtor in
full.  Starting on the Effective Date, the Debtor will make regular
monthly payments over a period of ten years at 5.25% interest in
the amount of $917 per month.  The holder of the Class 9 claim is
impaired.

Starting on the Effective Date, the owner of the company will
continue to operate the Debtor company in the ordinary course of
business and will use the proceeds to fund the claims held against
the Debtor.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/txwb-16-700093-38.pdf

The Plan was filed by the Debtor's counsel:

     Jesse Blanco, Esq.
     7406 Garden Grove
     San Antonio, Texas 78250
     Tel: (713) 320-3732
     Fax: (210) 448-7756
     E-mail: lawyerjblanco@gmail.com

Based in n Midland, Texas, Joel G. Solis owns a number of companies
providing various services to oil companies in the Permian Basin
and has guaranteed several of the claims held against those
companies.  He also is the owner of a lake lodge that was subject
to a notice of intent to foreclose.  The mortgage on the lake lodge
is in the amount of approximately $251,000 against a value of over
$650,000.  The Debtor owes the IRS approximately $690,000 in taxes.
The Debtor has no debt on his homestead.  The guarantees exceed
$21,700,000.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. W.D.
Tex. Case No. 16-70093) on June 6, 2016.  Jesse Blanco Jr., Esq.,
serves as the Debtor's bankruptcy counsel.


KEY ENERGY: Bankruptcy Court Confirms Plan of Reorganization
------------------------------------------------------------
On October 24, 2016, Key Energy Services, Inc., and certain of its
domestic subsidiaries (collectively, the "Filing Subsidiaries" and,
together with the Company, the "Debtors") filed voluntary petitions
for reorganization under chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court"), pursuant to the terms of a plan
support agreement, dated August 24, 2016, by and among the Debtors
and certain of their lenders and noteholders, that contemplates the
reorganization of the Debtors pursuant to a prepackaged plan of
reorganization (the "Plan").  The Debtors have obtained joint
administration of their chapter 11 cases under the caption In re:
Key Energy Services, Inc, et al., Case No. 16-12306.  The
subsidiary Debtors in these chapter 11 cases are Misr Key Energy
Investments, LLC, Key Energy Services, LLC, and Misr Key Energy
Services, LLC.

On December 6, 2016, the Plan was confirmed by the Bankruptcy
Court.  This confirmation, which comes less than two months after
the Debtors filed for bankruptcy protection under Chapter 11 of the
Bankruptcy Code, provides for Key to emerge from bankruptcy, likely
by the end of December.

Robert Drummond, Key's President and Chief Executive Officer,
commented, "The confirmation of our Plan is a critical milestone in
the process to position Key to emerge from bankruptcy in
short-order to take advantage of a recovering U.S. oil and gas
market.  The brevity and success thus far of our reorganization
process would not have been possible without the strong support of
Key's creditors and is a testament to Key's prospects for long-term
value creation."

Key's restructuring will reduce the company's debt by approximately
$725 million upon emergence.  Key expects to exit bankruptcy with
at least $80 million in cash on the balance sheet.

With strong support from all creditors entitled to vote on the
Plan, Key will emerge from bankruptcy with a shareholder base
composed of strong institutional investors, including Platinum
Equity as the largest holder, and a significantly de-levered
capital structure that will position the company to focus on the
opportunities unfolding as commodity prices recover.  The confirmed
Plan requires no material changes in the ordinary course of
business to Key's wages and salaries, benefits, vendors or trade
creditors.  Upon emergence, Key will remain a publicly traded
company and Key will begin the process of re-listing on a major
exchange.

"Key's restructuring will not change our fundamental operating
strategy," Mr. Drummond said.  "With an unwavering commitment to
our customers, we will continue to improve safety, efficiency and
operational flexibility.  We continue to reduce costs across the
organization and will take additional steps, as needed, to achieve
profitability as activity improves while continuing to deliver the
superior services our customers have come to expect from Key.  In
addition, we anticipate that through our relationship with Platinum
Equity and our de-levered capital structure, we will be uniquely
positioned to make investments in Key's business that will help
enable profitable growth and to create value for all of our
stakeholders."

Platinum Equity Partner Jacob Kotzubei said he is pleased that Key
Energy successfully received confirmation of its Plan.

"This is another important step in Key's proposed restructuring
that will allow the company to emerge as a stable, well-capitalized
business," said Mr. Kotzubei.  "We believe Key is poised for
significant growth as the market recovers, and we are excited about
the opportunities ahead."

                        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%.


KUBCO DECANTER: Sale Procedures for Assets Approved
---------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
approved Kubco Decanter Services, Inc.'s proposed sale procedures
in connection with the sale of substantially all assets at an
auction.

The form of Asset Purchase Agreement and the Expense Reimbursement
are granted.

Within 3 business days following the entry of an Order approving
the Motion, the Debtor will serve a notice of the proposed sale
containing the date of the Auction and Sale Hearing to all
interested parties.

Only Qualified Bidders may participate in the bidding process.  To
become a Qualified Bidder, on Jan. 17, 2017 at 5:00 p.m. (CT), a
potential bidder must (i) deposit with the Debtor the sum of
$15,000 which deposit will be nonrefundable unless such Qualified
Bidder is not the highest and best offer as determined by the
Court; (ii) submit to the Debtor an unqualified and binding cash
bid of at least $600,000, plus the assumption of assumed
liabilities, along with an executed written agreement substantially
in the form of the Asset Purchase Agreement ("Qualified Bids"); and
(iii) provide financial and other information to the Debtor that
allow them to make a reasonable determination as to such bidder's
ability to consummate a sale as contemplated.

The first bid received by the Debtor exceeding $600,000, will be
deemed to be a Qualified Bidder and a party in interest for all
purposes.  Such first bidder will be deemed the "Stalking Horse"
bidder.  If no other Qualified Bidders are identified, the Asset
Purchase Agreement between the Debtor and first bidder will be
deemed the Highest and Best Bid.  The Debtor will be responsible
for conducting the bid, auction, and sale processes.

On Oct. 11, 2016 at 5:00 p.m. (CT), the Debtor will file a notice
with the Court identifying all Qualified Bidders and attaching
copies of all bids that were timely received.  The Debtor will
serve a copy of the notice and the corresponding bids on all
Qualified Bidders by electronic mail.

Amegy Bank of Texas is the only known creditor with a perfected
security interest in the assets being sold pursuant to the APA.
Amegy Bank, at its sole election, will be allowed to credit bid up
to the balance owed to Amegy on the date of the Court Order
determining the highest and best bid.

If one or more timely Qualified Bids are received, an open auction
for the Purchased Assets will be conducted on Jan. 18, 2017,
commencing at 2:00 p.m. (CT) in Courtroom 600, Bob Casey Federal
Courthouse, 515 Rusk, Houston, Texas.  Only Qualified Bidders may
participate in the auction.  All Qualified Bidders, or their
authorized representatives, must be physically present at the
auction.

At the commencement of the auction, the Debtor will announce the
bidding order, which will be based on: (i) the amount of the
Qualified Bidder's bid (from low to high); and (ii) if Qualified
Bids are identical, the time the Qualified Bids were delivered to
the Debtor (the first such received identical bid going first in
the auction); provided, however, that the Stalking Horse bidder
will bid last in any bidding round in which it participates.
Minimum overbid increments at the auction will be in the amount of
not less than $25,000.

At the conclusion of the auction, the Debtor will announce the
highest and best Qualified Bid ("Highest and Best Bid") and the
next highest and best Qualified Bid ("Back-Up Bid").  The Debtor
will seek approval of the Highest and Best Bid at the Sale Hearing.
If for any reason, the Qualified Bidder submitting the Highest and
Best Bid fails to timely consummate the purchase of the Purchased
Assets, the Debtor may seek to consummate a sale based on the
Back-Up Bid without further approval by the Court.  The Back-Up Bid
and the obligation of the party submitting such bid to consummate
the purchase of the Purchased Assets shall remain open and in full
force until the close of a sale of the Purchased Assets to the
party making the Highest and Best Bid or the party making the
Back-Up Bid.

The Court will conduct a hearing on Jan. 18, 2017 at 2:00 p.m. to
confirm the sale to the Highest and Best Bidder.  If for any reason
the Highest and Best Bidder fails to close the sale, the Debtor may
seek to consummate a sale based on the Back-­Up Bid without
further order of the Court.

Within two business days after the conclusion of the auction, the
Debtor will return by check the full amount of the Alternative
Buyer's Deposit submitted by each party that is not selected as
submitting the Highest and Best Bid or the Back-Up Bid.  If the
sale of the Purchased Assets is consummated with the party
submitting the Highest and Best Bid, the Alternative Buyer's
Deposit of the party that is declared the Back-­Up Bid will be
returned by check transfer within 2 business days after the closing
of the sale to the party submitting the Highest and Best Bid.  In
the event that closing does not occur by the date specified by the
Back-Up Bidder in its bid, it shall be entitled (at its option) to
return of its deposit, in which case it will no longer have the
status of Back-Up Bidder.  If the Stalking Horse bid is neither the
Highest and Best Bid nor the Back-Up Bid, then its deposit will be
returned within 24 hours of the conclusion of the auction.

The Order will be effective and enforceable immediately upon
entry.

                 About Kubco Decanter Services

Kubco Decanter Services, Inc., filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 16-34581) on Sept. 9, 2016.  The petition was
signed by Russel O'Brien, vice-president.  The case is assigned to
Judge Jeff Bohm.  The Debtor is represented by Peter Johnson,
Esq., at the Law Offices of Peter Johnson of Houston, TX.  At the
time
of filing, the Debtor disclosed $1.26 million in total assets and
$1.63 million in total liabilities.


LA PALOMA GENERATING: Ch.11 Filing Caught Creditors by Surprise
---------------------------------------------------------------
Matt Chiappardi, writing for Bankruptcy Law360, reported that major
creditors of La Paloma Generating Co. LLC told the Delaware
bankruptcy court on Dec. 8 they were surprised by the Company's
Chapter 11 filing, with some learning about it in the press without
having discussions with the Debtor beforehand.

During a hearing in Wilmington, J. Christopher Shore of White &
Case LLP, attorney for first-lien creditor Beal Bank USA, said his
client learned about the bankruptcy filing in a trade publication
and had no prepetition discussions with La Paloma.

                    About La Paloma Generating

La Paloma Generating Company, LLC, a D.C.-based merchant power
generator, and its affiliates La Paloma Acquisition Co, LLC, and
CEP La Paloma Operating Company, LLC filed separate Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-12700 to
16-12702) on December 6, 2016.  The Hon. Christopher S. Sontchi
presides over the cases.  The petitions were signed by Niranjan
Ravindran, as authorized person.

The Debtors are represented by John J. Rapisardi, Esq., and George
A. Davis, Esq., at O'Melveny & Myers LLP, as lead bankruptcy
counsel; and Mark D. Collins, Esq., Andrew Dean, Esq., and Jason M.
Madron, Esq., at Richards, Layton & Finger, P.A., as Delaware
counsel.  Lawyers at Curtis, Mallet-Prevost, Colt & Mosle LLP serve
as conflicts counsel.  Jefferies LLC serves as the Debtors'
financial advisor and investment banker, while their claims and
noticing agent is Epiq Bankruptcy Solutions.

La Paloma Generating estimated $100 million to $500 million in
assets and $500 million to $1 billion in liabilities.


LA PALOMA GENERATING: Dec. 19 Meeting Set to Form Creditors' Panel
------------------------------------------------------------------
Andy Vara, Acting United States Trustee for Region 3, will hold an
organizational meeting on Dec. 19, 2016, at 10:00 a.m. in the
bankruptcy case of La Paloma Generating Company, LLC.

The meeting will be held at:

               Hotel DuPont
               42 W. 11th Street
               King Sullivan Room
               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.

As reported in the Troubled Company Reporter-Latin America on Nov.
16, 2012, Moody's Investors Services affirmed La Paloma Generating
Company, LLC's B2 rating on its 1st lien loan facilities and
changed the outlook to negative from stable.


LA PALOMA GENERATING: Seeks to Hire Epiq as Claims Agent
--------------------------------------------------------
La Paloma Generating Company LLC seeks approval from the U.S.
Bankruptcy Court in Delaware to hire Epiq Bankruptcy Solutions, LLC
as its official claims and noticing agent.

The services to be provided by the firm include overseeing the
distribution of notices, and the processing and docketing of proofs
of claim filed in the Chapter 11 cases of La Paloma and its
affiliates.

The firm's professionals and their hourly rates are:

     Clerical/Administrative Support     $25 – $45
     IT/Programming                      $65 – $85
     Case Managers                      $70 – $165
     Consultants/Directors/VPs         $160 – $190
     Solicitation Consultant                  $190
     Executive VP, Solicitation               $215
     Executives                          No Charge

Kate Mailloux, senior director with Epiq, disclosed in a court
filing that the firm and its employees are "disinterested persons"
as defined in section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Kate Mailloux
     Epiq Bankruptcy Solutions, LLC
     777 Third Avenue, 12th Floor,
     New York, NY 10017
     Tel: +1 212 225 9200

              About La Paloma Generating Company

La Paloma Generating Company LLC and its two affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Case Nos. 16-12700 to 16-12702) on December 6, 2016.  The petitions
were signed by Niranjan Ravindran, authorized person.  

The cases are assigned to Judge Christopher S. Sontchi.

O'Melveny & Myers LLP serves as the Debtors' general counsel;
Richards, Layton & Finger, P.A. as local counsel; and Curtis,
Mallet-Prevost, Colt & Mosle LLP as conflicts counsel.  The Debtors
hired Jefferies LLC as their financial advisor & investment banker.
   

At the time of the filing, the Debtors estimated their assets at
$100 million to $500 million and debts at $500 million to $1
billion.


LA PALOMA: Seeks Authority to Use SunTrust Bank Cash Collateral
---------------------------------------------------------------
La Paloma Generating Company, LLC and its affiliated Debtors seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware to use the cash collateral of SunTrust Bank.  

The Debtors want SunTrust to immediately release to the Debtors the
funds in the certificate of deposit in the SunTrust Collateral
Account in order to pay their near-term obligations to vendors,
utilities, taxing authorities, insurers and other parties necessary
to operate their business.  Substantially all of the Debtors' cash
collateral in the SunTrust Collateral Account consists of
certificate of deposit, which is not liquid.

The Debtors seek to use the portion of the $30 million of cash
collateral in the SunTrust Collateral Account that is not necessary
to cash collateralize the letters of credit outstanding under the
SunTrust L/C Facility.

La Paloma Generating Company, LLC entered into the SunTrust L/C
Facility, which provides for SunTrust to issue up to $30 million in
letters of credit in favor of counterparties or obligees of La
Paloma in connection with the operation of the Debtors' generating
facility.  

Pursuant to the SunTrust L/C Facility, those obligations are
secured by a first lien on the SunTrust Collateral Account and the
Cash Collateral, including all income, earnings, profits, interest,
premium or other payments on such Cash Collateral, and the proceeds
of any disposition of the Cash Collateral.  SunTrust, in its
capacity as letter of credit issuer under the SunTrust L/C
Facility, is the only holder of perfected liens on the Cash
Collateral.

The SunTrust L/C Facility permits La Paloma to permanently reduce
SunTrust's commitment to issue letters of credit, and requires
SunTrust to reimburse La Paloma funds from the SunTrust Collateral
Account in an amount equal to such reduction.  Under the terms of
the SunTrust L/C Facility, the Debtors would be entitled to a
refund of Cash Collateral in the amount of $25,950,000.

As of the Petition Date, there were approximately $4,050,000 of
letters of credit outstanding under the SunTrust L/C Facility,
which amount will not meaningfully increase, as the Debtors can no
longer request that additional letters of credit be issued under
the SunTrust L/C Facility postpetition.  The Debtors contend that
their bankruptcy filing is, in effect, a permanent reduction of
SunTrust's commitment to issue letters of credit to the amount of
letters of credit outstanding since the Debtors no longer have the
ability to require SunTrust to issue additional letters of credit
under the facility.  

The Debtors contend that the interests of SunTrust in the Cash
Collateral will be deemed adequately protected because, among other
things, the Cash Collateral exceeds SunTrust's potential exposure
under the SunTrust L/C Facility by approximately 640%, and the
Debtors propose to keep $4,455,000 of Reserved Cash Collateral --
or approximately 110% of SunTrust's current exposure on outstanding
letters of credit, which the Debtors will not use.

The Debtors further contend that they are merely seeking access to
the excess Cash Collateral that is unnecessary to collateralize
SunTrust's letter of credit exposure, which the Debtors would be
contractually entitled to recover outside of bankruptcy.

The Debtors tell the Court that they have not yet obtained
SunTrust's consent to use of the Cash Collateral, but are hopeful
that they will be able to obtain such consent promptly, given
SunTrust's massively oversecured status and the fact that the
Debtors seek to use only Cash Collateral that is not needed to
collateralize the Debtors' remaining obligations under the SunTrust
L/C Facility.

A full-text copy of the Debtor's Motion, dated December 6, 2016, is
available at https://is.gd/JSf0Io


                       About La Paloma Generating Company, LLC

La Paloma Generating Company, LLC owns a 1,022 MW natural
gas-fired, combined cycle generating facility consisting of four
identical power blocks, located on an approximately 400-acre site
in McKittrick, California.  The Facility commenced operation in
March 2003 and operates as a merchant facility selling capacity and
power into the California Independent System Operator market. CEP
La Paloma Operating Company, LLC is the manager of La Paloma and
its direct parent and sole member, La Paloma Acquisition Co, LLC.

La Paloma Generating Company, LLC and two affiliates -- La Paloma
Acquisition Co, LLC and CEP La Paloma Operating Company, LLC --
sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos.
16-12700 to 16-12702) on December 6, 2016, to facilitate the
orderly wind-down of their business operations.  The petitions were
signed by Niranjan Ravindran, authorized person.  The case is
assigned to Judge Christopher S. Sontchi.  At the time of filing,
the Debtors had $100 million to $500 million in estimated assets
and $500 million to $1 billion in estimated liabilities.

The Debtors' General Counsels are John J. Rapisardi, Esq. and
George A. Davis, Esq. at O'Melveny & Myers LLP; their Local
Counsels are Mark D. Collins, Esq., Andrew Dean, Esq., and Jason M.
Madron, Esq. at Richards, Layton & Finger, P.A.; and their
Conflicts Counsel is Curtis, Mallet-Prevost, Colt & Mosle LLP.

Jefferies LLC serves as the Debtors' Financial Advisor and
Investment Banker.  The Debtors' has also retained Epiq Bankruptcy
Solutions as their Claims/Noticing Agent.


LIBERTY CABLEVISION: Fitch Assigns 'B+' IDR; Outlook Stable
-----------------------------------------------------------
Fitch Ratings has assigned a Long-Term Foreign Currency Issuer
Default Ratings of 'B+' to Liberty Cablevision of Puerto Rico LLC
(LCPR).  The Rating Outlook is Stable.

                         KEY RATING DRIVERS

LCPR's ratings reflect the company's strong business position as
the leading pay-TV and broadband services provider in Puerto Rico.
The company has extensive network coverage and quality, and strong
brand recognition.  The ratings also incorporate the company's
improved scale and cash flow generation following the acquisition
of Choice in 2015, and adequate liquidity.  The ratings are
tempered by LCPR's high leverage and its lack of service and
geographical diversification, making it vulnerable to the weak
macroeconomic conditions in Puerto Rico.

LCPR is 60% owned by Liberty Global plc (LG) and 40% owned by
Searchlight Capital Partners, and is a part of the LiLAC Group
(LiLAC), which represents LG's Latin America and Caribbean
operations.  The company benefits from the strategic oversight by
LG and its management expertise, as well as procurement and
operating synergies from belonging to a larger operational group.
LiLAC operating entities are separately capitalized and managed
independently and LG maintains a group leverage target of 4.0x to
5.0x for its subsidiaries.  LCPR's leverage level is currently
aligned with that target.  Fitch forecasts the company to maintain
relatively stable leverage based on its operational fundamentals
over the medium term, while any potential material improvement in
the financial profile could be difficult as any significant
deviation from the group's financial target could be limited.

LCPR's credit facility and its first-lien term loan are rated same
as the company's IDR, given their 'RR4' recovery ratings which
represent average recovery prospects in case of default.  Based on
Fitch's recovery analysis of the company's second lien term loan,
Fitch assigned a 'RR6' recovery rating and the issuance rating of
'B-', indicating below average recovery prospects in the event of
default, which is two notches lower than the company's IDR.

Strong Business Position
Fitch expects LCPR's market leadership to remain intact supported
by its extensive network coverage and quality.  LCPR is the leading
pay-TV and broadband services provider in Puerto Rico with market
shares of 39% and 53%, respectively.  Competitive pressures are
high in the broadband and pay-TV segments, and the fixed-voice
service continues to suffer from the unfavorable industry trend of
mobile-fixed substitution.  This trend should continue to limit any
material growth in ARPU and operating margins in the
short-to-medium term.  Positively, Fitch believes that LCPR's
competitive advantages should enable the company to maintain its
leading market shares.

Weak Operating Environment
Economic conditions in Puerto Rico continue to be negative for
LCPR.  The company's lack of geographic diversification exposes it
to Puerto Rico's struggling economy, which is undergoing declining
population, low GDP per capita, and high unemployment rates.
Despite the company's stable performance in recent years, these
factors could begin to erode service affordability and negatively
affect LCPR's cash flow generation going forward.  Fitch forecasts
LCPR's revenue growth to be in the low single digits in the
short-to- medium term, reflecting the weak macro environment and a
high level of market competition.

Financial Profile Improvement
LCPR's cash flow from operations (CFFO) has grown consistently in
recent years due to continued expansion of its subscriber base and
the acquisition of Choice.  During the LTM ended Sept. 30, 2016,
the company generated CFFO of USD141 million, which favourably
compares to the 2015 level of USD113 million and USD80 million in
2014.  LCPR's improving operational cash flow generation has
provided the company with comfortable headroom to cover its capex,
averaging approximately USD65 million annually during 2014 and
2015, and positive FCF generation over the last two years.  Fitch
forecasts this trend to continue over the medium term, with its
positive FCF margin in the low-to-mid single digits.

Fitch forecasts LCPR's net leverage, measured by total adjusted net
debt to operating EBITDAR, to improve to 4.5x by end-2016, from
5.3x at end-2015, reflecting the full year EBITDA contribution from
Choice and Fitch's aforementioned cash flow expectations.  The
company's deleveraging capacity should allow its leverage ratio to
gradually improve further to 4.2x by 2018, barring any sizable
shareholder distributions, the level that is solidly in line with
the current rating level.

                          DERIVATION SUMMARY

LCPR's credit weaknesses to its regional peers in the 'BB' rating
category are its relatively small scale of operations, lack of
diversified service offerings, and high leverage.  In addition, the
company's operating environment in Puerto Rico, which has undergone
tough economic challenges is also a key credit concern. These
weaknesses are somewhat mitigated by the LCPR's leading market
position and network competitiveness, which are considered strong
for its rating level.  Parent/Subsidiary Linkage is not applicable
and the ratings are not constrained by the country ceiling.

                          KEY ASSUMPTIONS

Fitch's key assumptions within the agency's rating case for the
issuer include:

   -- Low-single digits revenue growth from 2017 and beyond,
      following an over 10% growth rate in 2016;

   -- Relatively muted EBITDA improvement from 2017 amid slow
      revenue growth and intense competition;

   -- Capital expenditures to remain at about 21% of revenues in
      the short-to-medium term;

   -- No material shareholder distributions;

   -- Total adjusted net leverage to remain in the range of 4.0x
      to 4.5x over the short-to-medium term.

                        RATING SENSITIVITIES

Future developments that may, individually or collectively, lead to
a negative rating action include:

   -- Deterioration in operating performance caused by unfavorable

      macroeconomic conditions and competitive landscape;

   -- Sustained negative FCF generation amid higher-than-expected
      capex requirement;

   -- Any material cash flow upstream to LG;

   -- Adjusted net leverage increasing to above 5.0x on a
      sustained basis.

Future developments that may, individually or collectively, lead to
a positive rating action include:

   -- Continued solid top-line growth along with margin expansion,

      and positive FCF generation;

   -- Clear commitment for deleveraging in the absence of any
      material cash flow upstream to LG, resulting in its adjusted

      net leverage falling well below 4.0x on a sustained basis;

                             LIQUIDITY

LCPR's liquidity is sound given its cash balance of USD51.0 million
comfortably covers the short-term debt of USD0.2 million as of
Sept. 30, 2016.  Fitch does not foresee any liquidity problem for
LCPR in the short-to-medium term as the company does not face any
sizable debt maturities until 2022, when its first lien term loan B
becomes due.  The company's liquidity position is further
strengthened by its USD40 million undrawn credit facility.

FULL LIST OF RATING ACTIONS

Fitch has assigned these ratings.

Liberty Cablevision of Puerto Rico, LLC.

   -- Long-Term Foreign Currency Issuer-Default Rating (IDR) 'B+';

      Outlook Stable;
   -- Senior Secured Revolver 'B+/RR4';
   -- Senior Secured 1st Lien Term Loan B due 2022 'B+/RR4';
   -- Senior Secured 2nd Lien Term Loan C due 2023 'B-/RR6'.



LIMITLESS MOBILE: Arranges $4-Mil. DIP Loan From Tower Bridge
-------------------------------------------------------------
Limitless Mobile, LLC, asks the U.S. Bankruptcy Court for the
District of Delaware for authorization to obtain postpetition
financing from Tower Bridge LLM Partners, LLC.

The Debtor relates that prior to the Petition Date, it required
similar access to funding, which resulted in Tower Bridge LLM
Partners, extending an approximately $9,000,000 credit facility,
secured on a pari passu basis with the United States of America
acting through the Administrator of the Rural Utilities Service, or
RUS, in connection with a Loan/Grant facility between RUS and the
Debtor dated on or about
Sept. 24, 2010.  The Debtor further relates that having been
advised prior to the Petition Date that RUS was not in a position
to fund a DIP Loan, the Debtor commenced discussions with Tower
Bridge, some participants in which are insiders of the Debtor,
regarding the need and possibilities for DIP financing.

The Debtor contends that in order to facilitate operations pending
an orderly winddown of substantially all of its retail-side
business, Tower Bridge LLM Partners has offered to provide the
Debtor with a DIP Facility requiring administrative priority
claims, on substantially the same terms as the prepetition Tower
Bridge facility, which was negotiated in consultation with and
ultimately approved by RUS.

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

    (1) DIP Facility Amount: Total Commitment of $4,000,000, which
may be drawn by the Debtor in two or more advances, provided that
each Advance will be in the amount of $100,000 or any multiple
thereof, and provided further that the first advance will not
exceed $1,500,000.

    (2) Interest Rates: Each advance under the Loan will bear
interest on the unpaid principal amount thereof from the date such
advance is made until repaid at the rate one percent per annum.

    (3) Carve-Outs: Consists of:

          (a) the payment of Allowed Professional Fees that were
incurred prior to an Event of Default or the Termination Date;

          (b) the payment of Allowed Professional Fees that were
incurred after an Event of Default or the Termination Date in an
amount not to exceed $500,000, minus any retainers still being held
and available for application to such outstanding professional fees
and expenses; and

          (c) fees required to be paid pursuant to 28 U.S.C.
Section 1930(a)(6) and to the Clerk of the Bankruptcy Court.

    (4) Use of Proceeds: The proceeds of the Loan will be used
solely:

          (i) in accordance with the DIP Orders;

         (ii) to fund working capital requirements, operating
expenses and capital expenditures of the Debtor in the ordinary
course of the Debtor’s business, including Allowed Professional
Fees during administration of the bankruptcy case;

        (iii) to fund the payment of interest accrued on the Loan;
and

         (iv) to pay the fees and expenses of DIP Lender relating
to the DIP Facility and the case, including, without limitation,
its diligence and administrative fees and costs, and reasonable
attorneys’, appraisers’ and other professional advisors' and
consultants' fees and costs.

The Debtor tells the Court that in the absence of postpetition
funding, it lacks sufficient cash to continue its operations
uninterrupted and preserve going concern value.

A full-text copy of the Debtor's Motion, dated Dec. 6, 2016, are
available at
http://bankrupt.com/misc/LimitlessMobile2016_1612685kjc_20.pdf

                 About Limitless Mobile, LLC

Limitless Mobile, LLC, a provider of wireless telecommunications
services, filed a chapter 11 petition (Bankr. D. Del. Case No.
16-12685) on Dec. 2, 2016.  The petition was signed by Amir
Rajwany, chief operating officer.  

The Debtor estimated assets at $10 million to $50 million and
liabilities at $50 million to $100 million at the time of the
filing.

The Debtor engaged Jesse N. Silverman, Esq. and Martin J. Weis,
Esq., at Dilworth Paxson, LLP, as attorney.  The Debtor has
retained Rust Consulting/Omni Bankruptcy as its claims and noticing
agent.  


LIMITLESS MOBILE: Dec. 16 Meeting Set to Form Creditors' Panel
--------------------------------------------------------------
Andy Vara, Acting United States Trustee for Region 3, will hold an
organizational meeting on Dec. 16, 2016, at 10:00 a.m. in the
bankruptcy case of Limitless Mobile, LLC.

The meeting will be held at:

               Office of the US Trustee
               844 King Street, Room 3209
               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.


LIMITLESS MOBILE: Seeks Court Approval for Cash Collateral Use
--------------------------------------------------------------
Limitless Mobile, LLC seeks authorization from the U.S. Bankruptcy
Court for the District of Delaware to use the cash collateral to
fund the operations of the Debtor's business and the administrative
expenses of its bankruptcy case, while exploring various
restructuring alternatives.

The Debtor relates that it formulated an initial 13-week Budget for
the use of cash collateral, which covers the period from week
ending December 9, 2016 through March 10, 2017, and provides  total
operating disbursements of approximately $2,502,330 and total
Chapter 11 disbursements of $370,000.

The Debtor believes that the only parties who assert an interest in
the Debtor's cash collateral are Tower Bridge LLM Partners, LLC and
United States of America, acting through the administrator of the
Rural Utilities Service, and their interests arise from the
following loans extended to the Debtor:

      (a) Rural Utilities Service extended a loan in the original
principal amount of $11,096,780 to the Debtor pursuant to that
certain Broadband Initiatives Program Loan/Grant and Security
Agreement dated on or about September 24, 2010;

      (b) Tower Bridge extended a $9,000,000 credit facility to the
Debtor pursuant to a certain Credit and Security Agreement dated as
of May 24, 2016, which is equally secured with the liens securing
the Rural Utilities Service Loan.

Tower Bridge and Rural Utilities Service assert that their loans
are secured by first priority liens on and security interests in
and to all fixtures and real and personal property acquired by the
Debtor with the proceeds of the Rural Utilities Service Loan, as
well as accounts and revenues derived from any source and proceeds,
products and accessions therefrom and thereto. The Debtor believes
that, as of the Petition Date, the aggregate outstanding principal
balance of the loans is approximately $18.2 million which exceeds
the value of the collateral.

The Debtor intends to provide Tower Bridge and Rural Utilities
Service with replacement liens in and upon the Debtor's personal
property, including cash collateral, whether such property was
acquired before or after the Petition Date, to the extent:

      (a) that the type of personal property is currently part of
Tower Bridge and Rural Utilities Service's Collateral as of the
Petition Date;

      (b) that Tower Bridge and Rural Utilities Service's
prepetition security interests in the Collateral are valid and
properly perfected; and

      (c) of the amount of any diminution in value of the
Collateral.

The Debtor contends that in addition to the proposed replacement
liens, Tower Bridge and Rural Utilities Service are also adequately
protected as a result of the continuation of the Debtor's business
operations with the use of cash collateral.  

The Debtor further contends that absent the ability to use Cash
Collateral, and absent access to a DIP facility, the Debtor will
not be able to pay insurance, wages, rent, utility charges, and
other critical operating expenses.  The Debtor tells the Court that
this would likely force the Debtor to cease operations immediately
and commence a fire sale of its assets that would result in a loss
of going concern value, causing the Debtor's estate to be
immediately and irreparably harmed.

A full-text copy of the Debtor's Motion, dated December 6, 2016, is
available at https://is.gd/2I24PW

                           About Limitless Mobile, LLC

Headquartered in Harrisburg, Pennsylvania, Limitless Mobile, LLC,
successor to Keystone Wireless, LLC, is a Delaware corporation
formed in 2013 with a mission to construct a broadband network and
provide wireless telecommunications services to nine (9) rural and
underserved counties of Central Pennsylvania.  The Debtor has
several retail store locations in central Pennsylvania.

Limitless Mobile, LLC filed a Chapter 11 petition (Bankr. D. Del.
Case No. 16-12685), on December 2, 2016.  The petition was signed
by Amir Rajwany, chief operating officer.  At the time of filing,
the Debtor had $10 million to $50 million in estimated assets and
$50 million to $100 million in estimated liabilities.

The Debtor is represented by Jesse N. Silverman, Esq. and Martin J.
Weis, Esq. at Dilworth Paxson, LLP.  The Debtor's Claims & Noticing
Agent is Rust Consulting/Omni Bankruptcy.


LOVE AND WAR: Seeks to Hire Scheef & Stone as Legal Counsel
-----------------------------------------------------------
Love and War in Texas, Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Texas to hire legal counsel.

The Debtor proposes to hire Scheef & Stone, LLP to give legal
advice regarding its duties under the Bankruptcy Code, and provide
other legal services related to its Chapter 11 case.

The hourly rates charged by the firm are:

     Patrick Schurr              $400
     Peter Lewis                 $410
     Thomas Kulik                $400
     Richard Wallace             $400
     Paralegals           $100 - $150
     Legal Assistants     $100 - $150

Patrick Schurr, Esq. 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:

     Patrick J. Schurr, Esq.
     Scheef & Stone, LLP
     2600 Network Boulevard, Suite 400
     Frisco, TX 75034
     Telephone: 214-472-2100
     Telecopier: 214-472-2150

                  About Love and War in Texas

Love and War in Texas, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Tex. Case No. 16-42136) on
November 23, 2016.  The petition was signed by J. Tyler Phelps.  

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


MAGNETATION LLC: ERP Buying Remaining Assets for $22.5 Million
--------------------------------------------------------------
Judge William J. Fisher of the U.S. Bankruptcy Court for the
District of Minnesota will convene a hearing on Dec. 15, 2016 at
11:00 a.m. (CT) to consider the proposed sale by Magnetation, LLC
and affiliates of substantially all of their remaining assets to
ERP Iron Ore, LLC, for $22,500,000.

The objection deadline is Dec. 13, 2016.

Since the Petition Date, the Debtors worked diligently to
restructure their operations and finances.  Among other things, the
Debtors successfully rejected economically unfavorable executory
contracts and unexpired leases, streamlined operations and, most
significantly, Debtor Mag Pellet, LLC assumed its executory
contract with AK Steel Corp. for the purchase and sale or iron ore
pellets ("PPA").  However, throughout these cases, the Debtors had
to contend with a challenging iron ore market and the expense and
delays caused by litigation with respect to the PPA.

In order to successfully conclude their chapter 11 cases, the
Debtors continued to evolve their restructuring strategy to
maximize value for the estates and began to explore various
alternatives, including a sale of substantially all of their
assets.  Starting in January 2016, the Debtors and their investment
bank, PJT Partners LP began to identify and negotiate with
potential third-party investors or purchasers that could support a
restructuring and provided numerous interested parties with access
to the Debtors' management and various diligence materials.

On June 15, 2016, in the midst of the Debtors' efforts to identify
a third-party purchaser, AK Steel and the lenders party to that
certain revolving credit agreement dated May 20, 2013, as amended,
supplemented or otherwise modified from time to time, among
Magnetation, as borrower, and Mag Lands, LLC, Mag Finance Corp.,
Mag Mining, LLC and Mag Pellet as guarantors, and JP Morgan Chase
Bank, N.A., in its capacity as administrative agent ("Prepetition
Revolving Agent") for the lenders party thereto from time to time
("Prepetition Revolving Lenders") (who held an approximately
$65,000,000 claim, secured by a first priority lien on
substantially all of the Debtors' assets) submitted a proposal to
the Debtors that would bring significant value to the estates in
connection with a settlement of the numerous disputes among AK
Steel and the Debtors ("Proposal").

The Proposal contemplated satisfying the Prepetition Revolving
Lenders' claims, settling all of the parties' outstanding
litigation, terminating the PPA, funding the organized winding down
of the Debtors' businesses to minimize administrative expenses, and
allowing the Debtors' remaining assets to be sold in an orderly
fashion for the benefit of the estates' creditors.  Although the
Debtors much preferred to find a third-party purchaser that would
permit emergence as a going concern, the Debtors, in accordance
with their fiduciary duties to maximize value for the estates,
undertook to evaluate the Proposal with their advisors and began
negotiations.

After more than two months of negotiations with the Prepetition
Revolving Lenders and AK Steel, while simultaneously seeking a
third party purchaser to no avail, the Debtors reached an agreement
in principle with AK Steel and the Prepetition Revolving Lenders.
The Debtors thereafter approached Magnetation, Inc. ("Mag Inc."),
the Debtors' 50.1% owner and provider of the Debtors' technology
and management services and personnel, in order to obtain a global
resolution that would ensure that the Proposal would maximize value
for the estates.

On Aug. 26, 2016, the Debtors entered into the Global Settlement
Agreement by and among (i) each of the Debtors, (ii) AK Steel,
(iii) the Prepetition Revolving Agent, (iv) the Prepetition
Revolving Lenders and (v) Mag Inc. ("GSA"), and filed the Debtors'
Joint Combined Motion for an Order (i) Approving Global Settlement
Agreement, (ii) Authorizing the Debtors to Wind Down Their
Businesses, (iii) Authorizing the Debtors to Transfer Certain
Assets, (iv) Approving Wind-Down Incentive and Retention Plan, (v)
Approving Asset Sales Procedures, (vi) Approving Abandonment
Procedures, (vii) Approving Contract Rejection Procedures, and
(viii) Waiving Compliance with Local Rule 9013-2(a) [ECF No. 887]
("Wind-down Motion").

On Oct. 6, 2016, after a day-long evidentiary hearing, the Court
entered an order approving, among other things, the GSA (including
certain amendments thereto, as reflected in such order), the
wind-down of the Debtors' operations, the transfer of accounts
receivable and inventory to AK Steel and the termination of the PPA
[ECF No. 1004] ("GSA Order"), and on Oct. 7, 2016, the parties to
the GSA consummated the transactions contemplated to be effectuated
on the Effective Date.

The GSA contemplates that the Debtors will sell their remaining
assets and distribute proceeds thereof in accordance with the GSA
Order.  In connection with resolving an objection to the GSA by an
ad hoc group of the Debtors' senior secured noteholders ("Ad Hoc
Group"), the parties to the GSA, including the Debtors, agreed
that, provided that the Prepetition Revolving Agent has been paid
in full as contemplated by the GSA, they would (i) support a credit
bid for the Debtors' remaining assets under that certain Senior
Secured Notes Indenture, dated as of May 20, 2013, among
Magnetation, Mag Finance, the subsidiary guarantors listed
thereunder, Wilmington Trust National Association, as trustee and
collateral agent, and solely with respect to Section 10.10(a)
thereof, AK Steel, and Mag Inc., as amended, restated, supplemented
or otherwise modified from time to time and/or that certain
Debtor-in-Possession Credit Agreement, dated as of May 7, 2015, by
and among the Debtors, the lenders party thereto and Wilmington
Trust, as administrative agent ("DIP Agent"), as amended, modified
and supplemented from time to time ("DIP Credit Agreement"), (ii)
support an expedited sale process and (iii) proceed expediently to
closing such sale.

Shortly after the hearing on the GSA, the Debtors, Mag Inc., the
DIP Agent, the Ad Hoc Group and ERP began negotiating a proposed
asset purchase agreement.  Simultaneously, the Debtors contacted
and were contacted by various other parties that expressed interest
in purchasing the remaining assets, including liquidation service
providers and auctioneers.  

To date, the Debtors have not received a higher or better offer
than that presented by ERP, and ERP has expressed that it intends
to restart the Debtors' operations in the future, which could
translate to the generation of jobs and a source of business for
local vendors.  Accordingly, the Debtors determined that the APA
was in the best interests of the Debtors' estates, and on Dec. 6,
2016, the parties executed the APA.

The APA contemplates that the DIP Agent will credit bid $22,500,000
of its allowed claims secured by the assets proposed to be
purchased pursuant to section 363(k) of the Bankruptcy Code and
applicable nonbankruptcy law and in accordance with the applicable
provisions of the DIP Credit Agreement.  

The DIP Agent formed the Initial Buyer and contributed $22,500,000
of allowed secured claims to it in order to credit bid, and the
Initial Buyer will then transfer its rights and obligations under
the APA to ERP in exchange for $22,500,000 of notes issued by ERP
and secured by collateral of ERP and certain collateral of an
affiliate of ERP, and guaranteed by such affiliate and certain
individuals.

The Purchased Assets consist of the Debtors' rights, title and
interests in substantially all of the Debtors' assets, other than
certain Excluded Assets, which include Avoidance Actions and
proceeds thereof, Wind-down Cash, assets transferred or proposed to
be transferred pursuant to the GSA and certain Contracts and Leases
that will be not be assumed and assigned.  The Buyer will assume,
among other liabilities, Cure Costs, including certain unpaid
royalties and taxes, all of the Debtors' liabilities arising after
the closing of the Sale under Assumed Contracts and Assumed Leases,
and all of the Debtors' liabilities pursuant to Environmental Law
attributable to Transferred Permits/Licenses arising out of or
relating to environmental cleanup costs and compliance at sites
owned by the Buyer after Closing and any Hazardous Materials
released, stored, deposited or disposed of in connection with the
operation of the Purchased Assets, in each case, other than
Excluded Pre-Closing Fines.

Mag Inc. and its affiliate MagGlobal, LLC ("Mag Entities") and the
non-Debtor parties to the APA have entered into a support agreement
pursuant to which certain transactions contemplated by the GSA will
be effected, and Mag Inc. has agreed to grant ERP (and its
successors) a non-exclusive, perpetual, royalty-free (other than
certain pass-through royalties) license for all of the Licensed
Technology, which the Debtors are currently using or have ever used
in the operation of their businesses, which will be effectuated
through a Restated and Amended Technology License Agreement that
the Debtors will assign to Buyer pursuant to the APA.

The APA contemplates that that certain promissory note dated Oct.
4, 2011 made by Mag Inc. in favor of the Company, as amended on
March 6, 2013 and as amended, supplemented or otherwise modified
from time to time in accordance with the terms thereof, the
principal balance of which as of the date of this Motion is in
excess of $17,000,000 ("Intercompany Note") will be included in the
Purchased Assets.  Pursuant to the Mag Entities Support Agreement,
the Buyer undertakes to cancel the Intercompany Note.  The Restated
and Amended Technology License Agreement is subject to termination
if either the Buyer does not cancel and release the Intercompany
Note or the Sale Order does not provide that (1) the Initial Buyer
confirms it has no right, title, or interest in the Intercompany
Note, and in the event any such right, title, or interest may
exist, disclaims any right, title, or interest in the Intercompany
Note, and (2) the Debtors disclaim any right, title, or interest in
the Intercompany Note at Closing.

The obligations of the parties to the APA to consummate the Sale
will be subject to the satisfaction of, among others, these
conditions: (i) the Court shall have entered the Sale Order, (ii)
all representations and warranties of the Debtors contained in the
APA (other than Fundamental Representations) will be true and
correct in all material respects on and as of the Effective Date
and the Closing Date, as though made on and as of such date subject
to a Material Adverse Effect qualifier; (iii) all Fundamental
Representations of the Debtors contained in the APA will be true
and correct in all material respects on and as of the Effective
Date and the Closing Date, as though made on and as of such date;
(iv) the Deferred Payment Amount  shall have been satisfied in cash
in full, (v) the Purchased Assets shall include at least $1,750,000
of unrestricted cash; (vi) the Debtors, the Initial Buyer and ERP
will have executed the ERP Assumption; (vii) ERP willl have issued
and delivered the ERP Notes; (viii) the Mag Entities Support
Agreement will be in full force and effect; (ix) the Restated and
Amended Technology License Agreement will be in full force and
effect and have been assigned to the Buyer in the Sale Order; and
(x) there will have been no Material Adverse Effect.

The Sale is also conditioned on certain transactions among ERP and
certain third parties.  Specifically, ERP will have entered into
certain definitive agreements with mechanic's and miner's lien
claimants ("Lien Claimants"), Caterpillar Financial Services Corp.
and Progress Rail Leasing and the State of Minnesota.

The Lien Claimants include certain parties that have asserted liens
on the Debtors' assets and asserted that such liens are senior in
priority to the liens of the DIP Agent.  In order to try and avoid
the expense and delay of litigation as to whether the DIP Agent
could credit bid for such assets, ERP has agreed, subject to
definitive documentation, to provide certain Lien Claimants with a
promissory note executed by ERP and FerroMagnetica, LLC jointly and
severally, for the face amount of the principal amount of all
unpaid mechanic's/miner's lien claims of each of those Lien
Claimants and pre-settlement legal fees and costs of each of those
Lien Claimants, which note will be secured by a security interest
in the Purchased Assets.  The parties are currently negotiating
revisions to the Proposed Order to effectuate that non-binding
agreement, subject to definitive documentation, and hope to
finalize those revisions prior to the deadline to object to the
Motion to avoid needless litigation and resolve any of the Lien
Claimants' concerns surrounding the APA and the Sale prior to the
hearing on the Motion.

The parties are also in ongoing good faith discussions with
Caterpillar Financial Services and Progress Rail Leasing and the
State of Minnesota on terms of mutually acceptable agreements.

In addition to customary termination rights for transactions of
this nature, the Debtors or the Buyer may terminate this APA if the
Sale is not closed by Dec. 30, 2016, and the Buyer may terminate
the APA if the Sale Order is not entered by Dec. 16, 2016.
Importantly, the Debtors are not precluded from responding to third
parties regarding an Alternative Transaction, and may terminate the
APA if an Alternative Transaction is approved.

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

      http://bankrupt.com/misc/Magnetation_LLC_1149_Sales.pdf

The Debtors asks that the Court authorized the proposed assumption
and assignment of contracts and leases upon closing of the Sale,
and the amount, if any, determined by the Debtors to be necessary
to be paid to cure any existing default ("Cure Amount").
Objections to any proposed assumption and assignment, including any
Cure Amount, must be filed on Dec. 13, 2016 at 12:00 p.m. (CT).

The Debtors submit that ample cause exists to justify a waiver of
the 14-day stay imposed by Bankruptcy Rules 6004(h) and 6006(d) and
any other applicable Bankruptcy Rule or Local Bankruptcy Rule or
otherwise applicable law, to the extent that it applies.

The Debtors request expedited relief on the Motion.  They believe
they need to obtain approval of and close the Sale as promptly as
possible.  ERP has conditioned its obligations under the APA on the
entry of the Sale Order by Dec. 16, 2016, and the occurrence of a
closing by Dec. 30, 2016, and the Debtors have not received any
higher or better offer or any actionable proposal that would allow
the Debtors the opportunity to continue operations as a going
concern.  Moreover, the Debtors continue to incur costs in
connection with maintaining the remaining assets.  Thus, the sooner
the Debtors are able to sell the remaining assets, the more value
they can preserve for the estates.  Accordingly, the Debtors seek
to have the Motion heard on Dec. 15, 2016.

The Purchaser:

          ERP IRON ORE, LLC
          15 Appledore Lane
          Natural Bridge, VA 24578
          Attn: Tom Clarke
          E-mail: tom.clarke@kissito.org

The Purchaser is represented by:

          DENTONS US LLP
          1221 Avenue of the Americas
          New York, NY 10020
          Attn: Oscar N. Pinkas, Esq.
          E-mail: oscar.pinkas@dentons.com

                    - and -

          DENTONS US LLP
          233 South Wacker Drive, Suite 5900
          Chicago, IL 60606-6361
          Attn: Robert E. Richards, Esq.
          E-mail: robert.richards@dentons.com

                    - and -

          DENTONS US LLP
          4520 Main Street, Suite 1100
          Kansas City, MO 64111

               About Magnetation LLC.

Magnetation LLC -- http://www.magnetation.com/-- is a joint   
venture between Magnetation, Inc. (50.1% owner) and AK Iron
Resources, LLC, an affiliate of AK Steel Corporation (49.9%
owner).

Magnetation LLC recovers high-quality iron ore concentrate from
previously abandoned iron ore waste stockpiles and tailings
basins.

Magnetation LLC owns iron ore concentrate plants located in
Keewatin, MN, Bovey, MN and Grand Rapids, MN, and an iron ore
pellet plant in Reynolds, IN.

Magnetation LLC, Mag Lands, LLC, Mag Finance Corp., Mag Mining,
LLC
and Mag Pellet, LLC filed chapter 11 petitions (Bankr. D. Minn.
Case Nos. 15-50307 to 15-50311) on May 5, 2015, after reaching a
deal with secured noteholders on a balance sheet restructuring.
The cases are assigned to Chief Judge Gregory F. Kishel.

The Debtors have tapped Marshall S. Huebner, Esq., Damiam S.
Schaible, Esq., and Michelle M. McGreal, Esq., at Davis Polk &
Wardwell LLP and Clinton E. Cutler, Esq., James C. Brand, Esq.,
and
Sarah M. Olson, Esq., at Fredrikson Byron, P.A. as attorneys;
Blackstone Advisory Partners LP as financial advisor; and Donlin,
Recano & Company, Inc., as the claims agent.

The Debtors estimated assets at $100 million to $500 million and
liabilities at $500 million to $1 billion.

The U.S. Trustee for Region 12 appointed three creditors of
Magnetation LLC to serve on an official committee of unsecured
creditors.  The Committee tapped Cooley LLP as lead counsel; Foley
& Mansfield, PLLP as it local counsel; and Province Inc. as its
financial advisor.



MAGNETATION LLC: Files Motion to Sell Assets to ERP Iron Ore
------------------------------------------------------------
Magnetation LLC on Dec. 7, 2016, disclosed that it has filed a
motion with the U.S. Bankruptcy Court seeking authority to enter
into an asset purchase agreement ("APA") that provides for the sale
and transfer of substantially all of its remaining assets and
certain liabilities along with the assumption and assignment of
certain executory contracts and leases in connection with a sale to
ERP Iron Ore, LLC through a credit bid by the Company's
post-petition lenders.  This motion to sell its remaining assets
follows Magnetation's entry into a Global Settlement Agreement on
August 26, 2016, which was approved by the Court on October 6, 2016
and provided for the wind down of operations, the sale of inventory
and accounts receivables, the termination of the pellet purchase
agreement and the sale of the remaining assets of the Company.

"After nineteen months under bankruptcy protection, we are pleased
to have reached this important milestone supported by a wide
coalition of the stakeholders in this case.  This outcome provides
the potential for a restart at some point in the future of the
state of the art Magnetation assets as a going concern, which has
been our goal and would provide the best possible value to the
estate and its stakeholders," said Larry Lehtinen, CEO of
Magnetation.  "We are especially pleased to be acquired by ERP Iron
Ore, LLC, an affiliate of ERP Compliant Fuels, LLC, an innovative
company founded and led by Tom Clarke with whom we share a vision
for advancing our unique and environmentally responsible
technology, that turns abandoned iron resources into valuable, high
quality iron ore pellets to serve steel-makers on a global scale."

ERP Iron Ore, LLC: ERP Iron Ore, LLC ("ERPIO"), a subsidiary of ERP
Compliant Fuels, LLC, through the acquired Magnetation assets,
plans to recover high-quality iron ore concentrate from previously
abandoned iron ore waste stockpiles and tailings basins in Itasca
County of Minnesota.  Upon closing of the APA, ERPIO will own three
iron ore concentrate plants located in Keewatin, MN, Bovey, MN and
Grand Rapids, MN, a railroad loading facility in Grand Rapids, MN
and a 3.0 million tons per annum iron ore pellet plant in Reynolds,
IN.

                     About Magnetation LLC.

Magnetation LLC -- http://www.magnetation.com/-- is a joint
venture between Magnetation, Inc. (50.1% owner) and AK Iron
Resources, LLC, an affiliate of AK Steel Corporation (49.9%
owner).

Magnetation LLC recovers high-quality iron ore concentrate from
previously abandoned iron ore waste stockpiles and tailings
basins.

Magnetation LLC owns iron ore concentrate plants located in
Keewatin, MN, Bovey, MN and Grand Rapids, MN, and an iron ore
pellet plant in Reynolds, IN.

Magnetation LLC, Mag Lands, LLC, Mag Finance Corp., Mag Mining, LLC
and Mag Pellet, LLC filed chapter 11 petitions (Bankr. D. Minn.
Case Nos. 15-50307 to 15-50311) on May 5, 2015, after reaching a
deal with secured noteholders on a balance sheet restructuring.
The cases are assigned to Chief Judge Gregory F. Kishel.

The Debtors have tapped Marshall S. Huebner, Esq., Damiam S.
Schaible, Esq., and Michelle M. McGreal, Esq., at Davis Polk &
Wardwell LLP and Clinton E. Cutler, Esq., James C. Brand, Esq., and
Sarah M. Olson, Esq., at Fredrikson Byron, P.A. as attorneys;
Blackstone Advisory Partners LP as financial advisor; and Donlin,
Recano & Company, Inc., as the claims agent.

The Debtors estimated assets at $100 million to $500 million and
liabilities at $500 million to $1 billion.

The U.S. Trustee for Region 12 appointed three creditors of
Magnetation LLC to serve on an official committee of unsecured
creditors.


MARIA SPERA: Sale of Hamilton Township Property for $435K Approved
------------------------------------------------------------------
Judge Christine M. Gravelle of the U.S. Bankruptcy Court for the
District of New Jersey approved Maria Rosa Spera's private sale of
the property known as 3440 South Broad Street, Hamilton Township,
New Jersey to PV Broad Street, LLC for $435,000.

The sale is free and clear of all liens and encumbrances except the
tax lien of U.S, Bank-Custodian /BV002 Trst & Crdtrs, any other
real estate tax and/or municipal liens of Hamilton Township, Mercer
County, New Jersey, the short sale payoff to Investors Bank and
payment of the allowed costs of sale.

The proceeds of sale will be distributed as follows:

          a. First, the amount needed to satisfy in full any
municipal taxes, water and/or sewer charges, if any, and tax liens
due to the Township of Hamilton;

          b. Second, the amount necessary to satisfy the U.S.
Bank-Cust/ BV002 Trst & Crdtrs tax sale certificates plus accrued
interest, that constitutes a valid lien upon the property;

          c. Third, the balance of sale proceeds to Investors Bank
for release and discharge of all its liens against the property
subject to the Agreement; and

          d. Fourth, the costs of sale and expenses commonly
associated with the sale of real property in New Jersey, including,
but not necessarily limited to, realty transfer fees, statutory
lien cancellation fees, real estate broker's commissions and
special counsel attorney fees in accordance with the Notice of
Private Sale.

Maria Rosa Spera sought Chapter 11 protection (Bankr. D.N.J. Case
No. 16-14254) on July 25, 2016.


MARION AVENUE: Unsecureds To Be Paid in Full in Two Payments
------------------------------------------------------------
Marion Avenue Management LLC filed with the U.S. Bankruptcy Court
for the Southern District of New York a disclosure statement
referring to the Debtor's plan of reorganization.

Class 3 Unsecured General Claims are impaired.  There are four
Class 3 Claims owed the aggregate amount of $14,000.  Each holder
of an Allowed Unsecured General Claim will be paid in full in two
payments of 50% each, one on the Effective Date of the Plan and one
three months later.  The second payment will include post-petition
interest at the federal judgment rate unless otherwise agreed by
the respective Class 3 Claimants, in full settlement, satisfaction
and release of the claim.

The payments of Administrative Expenses and Class 1 - Secured Claim
of Santander Bank, Class 2 - Priority Tax Claims of Governmental
Units, and 3 Claims will be made from operating income and other
contributors of equityholder.

The Disclosure Statement is available at:

          http://bankrupt.com/misc/nysb16-10213-41.pdf

              About Marion Avenue Management LLC

Headquartered in New York, Marion Avenue Management LLC owns
certain commercial real property located at 314-326 East 194th
Street, Bronx, New York, with seven commercial tenants.  It filed
for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
16-10213) on Jan. 29, 2016, listing $2.01 million in total assets
and $554,169 in total liabilities.  The petition was signed by Sion
Sohayegh, manager.

Judge James L. Garrity, Jr., presides over the case.

Ted Donovan, Jr., Esq., and Kevin J. Nash, Esq., at Goldberg Weprin
Finkel Goldstein LLP serve as the Debtor's bankruptcy counsel.


MATRIX LUXURY: Wants to Use La Familia Cash Collateral
------------------------------------------------------
Matrix Luxury Homes, LLC, seeks authorization from the U.S.
Bankruptcy Court for the District of Arizona to use La Familia
Financial Limited Partnership's cash collateral.

The cash collateral consists of certain cash from the Debtor's
impound account.  The Debtor relates that it needs to use cash
collateral to pay for post-petition insurance on its real property,
located at 10801 East Happy Valley Road, #88, Scottsdale, Arizona.
The real property is subject to a first position Deed of Trust in
favor of La Familia Financial Limited Partnership.

The Debtor relates that La Familia has sought for relief from stay
on November 22, 2016, asserting, among other things, that immediate
stay relief is appropriate because La Familia has received notice
that the Debtor's insurance policy will terminate on December 25,
2016 and will not be renewed nor will the Debtor secure a new
policy, and that the Debtor's principal has acknowledged that
Debtor has no funds to pay insurance premiums.

The Debtor further relates that Stay Motion also stated that the
Loan Agreement provides that La Familia may require Debtor to fund
a reserve account by making monthly payments of 1/12 of the annual
cost of insurance, property taxes, HOA dues, and other assessments.
As of November 21, 2016, there was $5,763 remaining in the reserve
account.  La Familia also asserted that such funds were and that it
simply would not agree to the use of its cash collateral.  

The Debtor seeks authority for the use of the alleged cash
collateral for the sole purpose of renewing or securing insurance
that will expire on December 25, 2016 as it has no revenues it can
utilize for such an endeavor while it markets the property for an
eventual sale.  The Debtor asserts that such use of the cash
collateral will protect the Property which will be beneficial to
the estate and the lienholders.

The Debtor contends that the current appraisal of the property
shows a very large equity cushion.  The Debtor further contends
that such equity cushion is evidence that La Familia is more than
adequately protected and, therefore, the Debtor is providing
adequate protection of the lenders' claimed security interest thus
allowing for the authorization of the use of cash collateral in
accordance with the requirements of the Bankruptcy Code.

A full-text copy of the Debtor's Motion, dated December 6, 2016, is
available at https://is.gd/QJ3aXx

                          About Matrix Luxury Homes

Matrix Luxury Homes, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 16-09455) on Aug. 16,
2016.  The petition was signed by Troy Hudspeth, manager.  The case
is assigned to Judge Brenda K. Martin.  At the time of the filing,
the Debtor estimated its assets and liabilities at $1 million to
$10 million.

The Debtor is represented by Allan D. NewDelman, Esq. at Allan D.
NewDelman, P.C.  and seeks to hire Re/Max Fine Properties, a real
estate agent, to market and sell its real property located at 10801
East Happy Valley Road, Scottsdale, Arizona.

The Office of the U.S. Trustee on October 31 announced that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Matrix Luxury Homes, LLC.


MEDAK TRUCKING: Seeks to Hire Alan Atkins as Appraiser
------------------------------------------------------
Medak Trucking, LLC seeks approval from the U.S. Bankruptcy Court
for the District of New Jersey to hire an appraiser.

The Debtor proposes to hire Alan Atkins to conduct an appraisal of
its assets in Edison, New Jersey, and provide other related
services.  Mr. Atkins will be paid a flat fee of $1,500.

In a court filing, Mr. Atkins disclosed that he does not hold or
represent any interest adverse to the Debtor's bankruptcy estate,
and that he is "disinterested" as defined in section 101(14) of the
Bankruptcy Code.

Mr. Atkins maintains an office at:

     Alan Atkins
     A. Atkins Appraisal Corp.
     122 Clinton Road, Suite 2A
     Fairfield, NJ 07004

                      About Medak Trucking

Medak Trucking, LLC, based in Edison, N.J., filed a Chapter 11
petition (Bankr. D.N.J. Case No. 16-24788) on August 1, 2016.  The
petition was signed by Andrew Obadiaru, president.  The Debtor is
represented by David L. Stevens, Esq., at Scura, Wigfield, Heyer &
Stevens, LLP.  Judge Michael B. Kaplan presides over the case.  The
Debtor estimated $0 million to $50,000 in assets and $1 million to
$10 million in liabilities at the time of the filing.


MGM RESORTS: Signs Employment Agreements With President and COO
---------------------------------------------------------------
MGM Resorts International entered into an employment agreement with
William Hornbuckle, president of the Company, effective as of Nov.
15, 2016.  The Hornbuckle Employment Agreement provides for a term
until Nov. 14, 2020, and a minimum base salary of $1,400,000 per
year.

The Hornbuckle Employment Agreement also provides for an annual
target bonus equal to 175% of Mr. Hornbuckle's base salary and
certain other benefits and perquisites.

In the event of a termination of Mr. Hornbuckle's employment as the
result of his death or a termination by the Company due to
disability, the Company will pay Mr. Hornbuckle six months' salary
payable at regular payroll intervals (less any payments received
from an employer-paid short term disability policy).

In the event of a termination by the Company for no cause or by Mr.
Hornbuckle for good cause (including the Special No-Cause
Termination as defined and as described in the Agreement) prior to
the end of the term of the Hornbuckle Employment Agreement, Mr.
Hornbuckle will receive (i) an amount equal to his annual base
salary plus his target bonus amount, payable in 12 monthly
installments (subject to a maximum payment of $4,000,000); (ii) any
earned but unpaid discretionary bonus due to him; and (iii) a
payment equal to 1.5 times the cost of COBRA for a coverage period
of 12 months, payable in 12 monthly installments.  If the
Hornbuckle Employment Agreement is terminated by the employer for
no cause within 6 months of Mr. Hornbuckle date of hire, Mr.
Hornbuckle will only receive an amount equal to 6 months of his
base salary (and the non-compete provisions would be limited to 6
months).  If the Company terminates Mr. Hornbuckle for no cause
after the end of the term of the Hornbuckle Employment Agreement
(at which time he would be treated as an at-will employee of the
Company), Mr. Hornbuckle will receive a lump sum payment equal to
the greater of (i) 13 weeks' base salary or (ii) 2 times the amount
he would otherwise receive under the Company's then-effective
discretionary severance policy.  Any such severance payments will
be subject to applicable taxes and Mr. Hornbuckle execution and
non-revocation of a general release of claims.

The Hornbuckle Employment Agreement also contains a non-compete
covenant generally prohibiting Mr. Hornbuckle from providing
services to a competitor or soliciting employees or business
contacts for 12 months following his termination of employment or
for 12 months following the term of the Hornbuckle Employment
Agreement.  In addition, the Hornbuckle Employment Agreement
mandates that Mr. Hornbuckle's confidentiality obligations continue
even after his termination of employment.

On Dec. 6, 2016, the Company entered into an employment agreement
with Corey Sanders, chief operating officer of the Company,
effective as of Nov. 15, 2016.  The Sanders Employment Agreement
provides for a term until Nov. 14, 2020, and a minimum base salary
of $1,250,000 per year.

The Sanders Employment Agreement also provides for an annual target
bonus equal to 175% of Mr. Sanders base salary and certain other
benefits and perquisites.

In the event of a termination of Mr. Sanders' employment as the
result of his death or a termination by the Company due to
disability, the Company will pay Mr. Sanders six months' salary
payable at regular payroll intervals (less any payments received
from an employer-paid short term disability policy).

In the event of a termination by the Company for no cause or by Mr.
Sanders for good cause prior to the end of the term of the Sanders
Employment Agreement, Mr. Sanders will receive (i) an amount equal
to his annual base salary plus his target bonus amount, payable in
12 monthly installments (subject to a maximum payment of
$4,000,000); (ii) any earned but unpaid discretionary bonus due to
him; and (iii) a payment equal to 1.5 times the cost of COBRA for a
coverage period of 12 months, payable in 12 monthly installments.
If the Sanders Employment Agreement is terminated by the employer
for no cause within 6 months of Mr. Sanders date of hire, Mr.
Sanders will only receive an amount equal to 6 months of his base
salary (and the non-compete provisions would be limited to 6
months).  If the Company terminates Mr. Sanders for no cause after
the end of the term of the Sanders Employment Agreement (at which
time he would be treated as an at-will employee of the Company),
Mr. Sanders will receive a lump sum payment equal to the greater of
(i) 13 weeks' base salary or (ii) 2 times the amount he would
otherwise receive under the Company’s then-effective
discretionary severance policy.  Any such severance payments will
be subject to applicable taxes and Mr. Sanders execution and
non-revocation of a general release of claims.

The Sanders Employment Agreement also contains a non-compete
covenant generally prohibiting Mr. Sanders from providing services
to a competitor or soliciting employees or business contacts for 12
months following his termination of employment or for 12 months
following the term of the Sanders Employment Agreement.  In
addition, the Sanders Employment Agreement mandates that Mr.
Sanders' confidentiality obligations continue even after his
termination of employment.

                      About MGM Resorts

MGM Resorts International (NYSE: MGM) a global hospitality
company, operating a portfolio of destination resort brands
including Bellagio, MGM Grand, Mandalay Bay and The Mirage.  The
Company also owns 51% of MGM China Holdings Limited, which owns
the MGM Macau resort and casino and is in the process of
developing a gaming resort in Cotai, and 50% of CityCenter in Las
Vegas, which features ARIA resort and casino.  For more
information about MGM Resorts International, visit the
Company's Web site at www.mgmresorts.com.

MGM Resorts reported a net loss attributable to the Company of
$447.72 million in 2015, a net loss attributable to the Company of
$149.87 million in 2014 and a net loss attributable to the Company
of $171.73 milion in 2013.

As of Sept. 30, 2016, MGM Resorts had $27.70 billion in total
assets, $17.78 billion in total liabilities, $6.25 million in
redeemable noncontrolling interest and $9.91 billion in total
stockholders' equity.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   In March 2012, S&P revised
the outlook to positive from stable.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.

In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating.  The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.

As reported by the TCR on Sept. 29, 2014, Fitch Ratings has
upgraded MGM Resorts International's (MGM) and MGM China Holdings
Ltd's (MGM China) IDRs to 'B+' from 'B' and 'BB' from 'BB-',
respectively.  Fitch's upgrade of MGM's IDR to 'B+' and the
Positive Outlook reflect the company's strong performance on the
Las Vegas Strip and in Macau as well as Fitch's longer-term
positive outlooks for these markets.


MICHAEL CARTER: Unsecureds To Recoup 30% Under Plan
---------------------------------------------------
Michael Rudulph Ellis Carter filed with the U.S. Bankruptcy Court
for the District of Maryland a second amended disclosure statement
referring to the Debtor's second amended plan of reorganization.

Class 4 General Unsecured Non-Priority Claims will be paid under
the Plan in the estimated amount of $197,002.91.  General
Non-Priority Unsecured Creditors will receive approximately 30% of
their allowed claim.

The Debtor will fund the Plan from wages, income received from the
Cintra E. Fair Trust, and household income.  The Debtor will fund
the college expenses described in Class 3 - Priority §
507(a)(1)(A) Claim of Caroline M. Carter, in part, from the
Maryland 529 Plan established for each of the Debtor's three
children, with the balance to be paid from the Debtor's wages and
income he receives from the Cintra E. Fair Trust.

The Debtor will also fund the sum of $21,000 due and payable on the
Effective Date from the Debtor's retirement plan(s), or from
non-estate property.  If and to the extent the Court determines
that Section 1129(a)(14) requires, as a condition of confirmation,
that the Debtor pay the amount of the Child Support Obligation that
became due and payable after the Petition Date, estimated to be no
more than $84,500, the amount will similarly be funded from
non-estate property, and will not impact the feasibility of
payments to holders of Class 1 - Secured Claim of Navy Federal
Credit Union, Class 2 - Secured, and Class 4 Claims.

The Second Amended Disclosure Statement is available at:

          http://bankrupt.com/misc/mdb14-28122-151.pdf

The Plan was filed by the Debtor's counsel:

      James M. Greenan, Esq.
      Steven L. Goldberg, Esq.
      MCNAMEE, HOSEA, JERNIGAN, KIM GREENAN & LYNCH, P.A.  
      6411 Ivy Lane, Suite 200                                     
     
      Greenbelt, Maryland 20770                                    
      
      Tel: (301) 441-2420
      E-mail: jgreenan@mhlawyers.com
              sgoldberg@mhlawyers.com

Michael Rudulph Ellis Carter filed for Chapter 11 bankruptcy
protection (Bankr. D. Md. Case No. 14-28122) on Nov. 25, 2014.


MONTREIGN OPERATING: S&P Rates Proposed $70MM 1st-Lien Loan 'B-'
----------------------------------------------------------------
S&P Global Ratings assigned Thompson, N.Y.-based gaming operator
Montreign Operating Co. LLC's proposed $70 million first-lien term
loan A due 2021 S&P's 'B-' issue-level rating, with a recovery
rating of '3', indicating its expectation for meaningful (50% to
70%; lower half of the range) recovery for lenders in the event of
a payment default.  S&P's existing 'B-' issue-level rating and '3'
recovery rating on Montreign's upsized $390 million term loan B
facility (from $375 million) due 2022 are unchanged.  The term loan
A will rank pari passu to the existing term loan B facility.

Despite a higher amount of first-lien debt outstanding at default
under S&P's simulated default scenario, recovery prospects for
first-lien lenders under the proposed financing remain in the 50%
to 70% range, albeit at the lower end of the range compared with
the upper end of the range previously.  This reflects a modest
increase in S&P's net enterprise valuation as a result of
additional value from the inclusion of the entertainment village
and golf course in the collateral package as well as a lower amount
of priority debt outstanding from a $30 million reduction in the
planned equipment financing facility, which somewhat offsets the
incremental first lien debt.

The company will use proceeds from the proposed financing, along
with roughly $375 million in equity contributions from the parent
company, N.Y.-based Empire Resorts Inc. (unrated), and a
$40 million equipment financing facility to fund the construction
of the Montreign Resort Casino, Entertainment Village and Golf
Course, establish an interest reserve to fund debt service through
the construction period and the first four months after the casino
opens, and fund transaction fees and expenses.

"Our 'B-' corporate credit rating and stable outlook are unchanged.
Although there is a larger amount of debt in the updated financing
transaction relative to our previous analysis, we still anticipate
EBITDA coverage of interest to be around 2x in the first year of
operations, which is good for our financial risk assessment.  Our
base case forecast for revenue and EBITDA in the first year is
largely unchanged from our previous assumptions because we do not
expect the entertainment village to open until the later part of
2018 and believe it will only contribute minimally to cash flow
during the year.  We anticipate lease-adjusted debt to EBITDA to be
around 5x in the first year of operations, compared with the mid-
to high-4x previously.  We anticipate lease adjusted leverage to
improve to the mid-4x and EBITDA coverage of interest in the low-2x
area in the second year, largely unchanged from our previous
forecast.  The improvement in credit measures reflects growth in
EBITDA as the property ramps operations and scheduled debt
repayments, including the excess cash sweep payments under the
proposed credit agreement," S&P said.

RECOVERY ANALYSIS

   -- S&P assigned a 'B-' issue-level and '3' recovery rating to
      Montreign's $70 million first-lien term loan A facility.  
      S&P's 'B-' issue-level and '3' recovery rating on
      Montreign's upsized $390 million term loan B facility are
      unchanged.  S&P also assumes that Montreign will enter into
      a $15 million revolving credit facility that will be fully
      drawn at the time of default in addition to a $40 million
      equipment financing that is currently unrated.

   -- S&P has increased our EBITDA at emergence to $63 million
      from $61 million, largely due to increased cash flows from
      the addition of the Entertainment Village and Golf Course to

      the security package.

   -- The increased valuation, coupled with the lower amount of
      priority debt under the equipment financing facility, will
      be sufficient to partially offset the higher first-lien debt

      in the capital structure leaving recovery prospects
      relatively unchanged for first lien lenders albeit at the
      lower end of the range from the upper end previously.

   -- S&P's simulated default scenario contemplates a payment
      default in 2019 reflecting lower-than-expected revenues and
      cash flow as a result of the inability to generate
      sufficient customer traffic and increased competitive
      pressures from other casinos in the region (Pennsylvania,
      New Jersey, and Connecticut).

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

      emergence EBITDA multiple of 5.5x to value the company.

Simplified recovery waterfall

   -- Emergence EBITDA: $63 million
   -- EBITDA multiple: 5.5x
   -- Gross recovery value: $343 million
   -- Net recovery value for waterfall after admin expenses (5%):
      $326 million
   -- Obligor/nonobligor valuation split: 100%/0%
   -- Estimated priority claims (equipment financing facility):
      $33 million
   -- Remaining recovery value: $293 million
   -- Estimated first lien claim: $495 million
   -- Value available for first-lien claim: $293 million
   -- Recovery range: 50% to 70% (at the lower end)

Note: all debt amounts include six months of prepetition interest.

RATINGS LIST

Montreign Operating Co. LLC
Corporate credit rating                        B-/Stable/--

New Ratings
Montreign Operating Co. LLC
  $70 mil 1st-lien term loan A due 2021         B-
   Recovery rating                              3L



MOSAIC ALTERNATIVE: US Trustee Forms 3-Member Committee for Unit
----------------------------------------------------------------
Guy G. Gebhardt, Acting U.S. Trustee for Region 21, on Dec. 8,
2016, appointed three creditors of Mosaic Alternative Assets, Ltd.,
to serve on the official committee of unsecured creditors.

The committee members are:

     (1) Michael I. Shields
         Brookfield House 23
         Culcavy Road
         Hillsborough, Northern Ireland
         BT26 6JD
         Tel: 011-44-2892-683-268
         E-mail: michael.shields@btconnect.com

     (2) Alvaro A. Teixeira Vargas
         Av. Antonia Pizinato Sturion, 1200
         Condominio Agua Seca
         Piracicaba, SP Brazil
         Tel: 55-19-99657-5353
         E-mail: alvaro@bra-agroquimica.com.br

     (3) Reto A. Brunschwiller
         P.O. Box 5832
         CH-3001
         Bern, Switzerland
         Tel: 0041-31-752-00-51
         E-mail: retobr@bluewin.ch

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.

                        About Mosaic Management Group

Mosaic Management Group, Inc., and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S. D. Fla. Lead
Case No. 16-20833) on Aug. 4, 2016.  The petitions were signed by
Charles Thomas Ryals, president and chief executive officer.  Judge
Erik P. Kimball presides over the case. The Debtors were
represented by Leslie Gern Cloyd, Esq., at Berger Singerman LLP.  

Mosaic Management Group, Inc., estimated assets at $0 to $50,000
and liabilities at $50,000 to $100,000. Mosaic Alternative Assets
Ltd. estimated assets at $50 million to $100 million and
liabilities at $1 million to $10 million.

The Troubled Company Reporter, on Sept. 16, 2016  reported that the
Debtor hired Tripp Scott, P.A. as its legal counsel.

The Debtors employ Longevity Asset Advisors, LLC as consultant and
sales agent; GlassRatner Advisory & Capital Group, LLC, as their
financial advisors and accountants; and Erwin Legal PLC, as special
counsel.

Guy G. Gebhardt, Acting U.S. Trustee for Region 21, on Aug. 23
appointed four creditors of Mosaic Alternative Settlements, Inc.,
(MASI) to serve on the official committee of unsecured creditors.
The MASI committee hires Furr and Cohen, P.A. as its legal counsel,
and hire Genovese, Joblove & Battista, P.A., as special counsel.


MUNIRE FURNITURE: Former CFO Gets 17 Years Jail Time for Fraud
--------------------------------------------------------------
Pete Brush, writing for Bankruptcy Law360, reported that U.S.
District Judge Ronnie Abrams in Manhattan sentenced Norman D'Souza,
an India-born former chief financial officer, to two years in
prison for a $17 million scheme to dupe Bank Leumi into backing a
now-bankrupt New Jersey furniture company, departing sharply
downward from guidelines calling for a sentence in the range of
five years.

According to the report, Judge Abrams said Mr. D'Souza did not
defraud the bank out of greed and called him a decent man who was
unlikely to commit crimes in the future.

In April this year, Preet Bharara, the United States Attorney for
the Southern District of New York, and Diego Rodriguez, the
Assistant Director-in-Charge of the New York Field Office of the
Federal Bureau of Investigation, announced that Mr. D'Souza pled
guilty to participating in a fraudulent scheme to obtain $17
million in loans from a commercial bank based in New York, New York
and $1 million in municipal loans from Gas City, Indiana, by making
false statements and providing false and fraudulent documents
concerning his companies' financial condition.  Mr. D'Souza pled
guilty before District Judge Abrams.  

D'Souza, 50, of Monmouth Junction, New Jersey, pled guilty to one
count of conspiracy to commit bank fraud, which carries a maximum
sentence of 30 years in prison, and one count of conspiracy to
commit wire fraud, which carries a maximum sentence of 20 years in
prison.

According to the allegations contained in the Information to which
Mr. D'Souza pled guilty and statements made during his plea
proceeding, from in or about 2011 until in or about September 2014,
the New Jersey company, through D'Souza and others, fraudulently
induced the Bank into lending the company millions of dollars by
repeatedly making false and misleading statements about the New
Jersey company's financial condition.  D'Souza falsely inflated the
New Jersey company's sales and accounts receivable on “borrowing
base certificates” and in financial statements that D'Souza
provided to the Bank pursuant to loan agreements.  D'Souza used
those falsely inflated sales and accounts receivable to mislead the
Bank about the New Jersey company's true financial performance,
which enabled the New Jersey company to secure and draw down a $17
million revolving credit facility from the Bank.  The New Jersey
company ultimately defaulted on the loans issued by the Bank in
September 2014.  At that time, the outstanding balance of the loans
was approximately $16.99 million.

Separately, in 2012, the City of Gary offered loans and other
financial incentives to the Indiana company in return for the
company's agreement to operate a furniture factory in the City and
employ local residents.  Among other things, D'Souza falsely
inflated the Indiana company's sales figures in financial
statements provided to the City.  The false financial statements
misled the City about the Indiana company's true financial
performance and enabled the Indiana company to secure and draw down
more than $1 million in loans from the City.  The Indiana company
ultimately defaulted on the loans issued by the City in September
2014.  At that time, the outstanding balance of the loans was $1
million.

Munire Furniture Company, Inc., based in Piscataway, N.J., filed
for Chapter 11 bankruptcy (Bankr. D.N.J. Case No. 14-29229) on
September 19, 2014, in Trenton.  Judge Christine M. Gravelle
presides over the case.  David L. Bruck, Esq., at Greenbaum, Rowe,
Smith, & Davis LLP, serves as the Debtor's counsel.


NEP/NCP HOLDCO: Moody's Affirms B2 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
(CFR) of NEP/NCP Holdco, Inc. (NEP) and revised the rating outlook
to negative from stable. Moody's also affirmed the B1 rating on
NEP's existing first lien credit facilities and Caa1 rating on the
company's existing second lien term loan. Moody's assigned a B1
rating to the proposed up to EUR270 million ($290 million) first
lien term loan to be issued by NEP Europe Finco B.V., a subsidiary
of NEP / NCP Holdco, Inc.

The negative rating outlook reflects NEP's consistently negative
free cash flow as it pursues an acquisition driven growth strategy
in a competitive and capital-intensive business. Moody's expects
NEP's heavy capital-expenditure driven investments will moderate
over the next 12-18 months as the number of contract renewals faced
and bids on new agreement moderate from the high level in 2016, and
outlays related to a fire at the company's UK facility will not
reoccur. The incremental organic growth due to new contract wins,
along with moderation of capital expenditures over the course of
2017, should facilitate NEP's de-levering over Moody's forecast
horizon, as no material contracts are expected to expire during the
next two years. However, visibility into a return to sustainably
positive free cash flow is low and Moody's expects NEP to remain
acquisitive in its business strategy, with a likelihood that
near-term earnings may not fully offset investment needs required
to grow and maintain NEP's business.

The incremental $290 million first lien debt proceeds will be used
to finance NEP's acquisition of Avesco PLC for GBP124 million
British pounds ($154 million US dollars) and repay certain existing
debt within NEP's capital structure. Avesco provides audio-visual
services for corporate, exhibition, sports and entertainment
markets, beneficially providing NEP with entry into a corporate
market within the US and a stronger presence in the UK live events
market. The newly raised debt will have a broader collateral pledge
of both US and European assets whereas the collateral supporting
the existing first and second lien debt is limited to US assets.
However, the credit agreement will contain a collateral allocation
mechanism that will equalize the recovery of first lien revolver
and term loan lenders to NEP and NEP Europe Finco B.V. by
re-allocating exposures to individual tranches based on lenders'
pro-rata share of total first lien debt in the event of default. As
a result, Moody's ranks the first lien debt of NEP and NEP Europe
Finco B.V. the same in the loss given default framework and rates
the facilities the same at B1.

NEP/NCP Holdco, Inc.

   -- Corporate Family Rating, Affirmed at B2

   -- Probability of Default Rating, Affirmed at B2-PD

   -- First Lien Bank Credit Facilities, Affirmed at B1, LGD3

   -- Second Lien Term Loan due July 22, 2020, Affirmed at Caa1,
      LGD5

   -- Outlook, Revised to Negative from Stable

NEP Europe Finco B.V.

   -- First Lien Bank Credit Facility, Assigned B1, LGD3

   -- Outlook, Assigned Negative

RATINGS RATIONALE

The Avesco acquisition expands NEP's audio-visual services to
broader geographies and clients, with strong presence in the UK
live events market and US corporate / exhibitions, which would be a
new business area for NEP. Avesco also has presence in the
Netherlands and the Middle East, further expanding NEP's presence
in these regions. While the acquisition is leverage neutral for
NEP, and the acquired assets are less capital intensive than NEP's
core business, Moody's considers NEP's credit profile as risky, as
its acquisitive business strategy along with heavy investment in
capital expenditures to fund new business growth and sustain its
market position continues to result in negative free cash flow. The
expected repayment of revolving credit facility via a term-loan
accordion further increases the total term-debt of the company, as
acquisitions and heavy capital expenditures continue to drive NEP's
scale expansion.

The fully debt financed acquisition at an approximate 5x EBITDA
multiple reflects less contractually guaranteed revenue stream and
smaller scale of Avesco's business. Though entry into a new,
corporate client market, which contributes a material share to
Avesco's earnings, broadens NEP's client diversity, this
acquisition may present a new strategic challenge for the company,
as it continues to integrate frequent acquisitions within its core
primary business. Moody's believes NEP's sizable acquisition
activity is favorably increasing the company's scale and diversity.
However, the company has yet to translate the increased scale into
positive free cash flow or an EBITDA less capital
expenditures-to-interest coverage ratio of at least 1x and this is
weighing on the credit profile.

NEP's B2 CFR reflects the company's aggressive acquisitive
operating structure and its heavy investment in capital spending
ahead of new contracts impacting free cash flow performance due to
lag between earnings and investment. The capital intensity of NEP's
business combined with substantial interest expense related to the
debt and capital leases provides for limited flexibility to
withstand potential performance deterioration relative to
management expectations. The company's weak capital structure,
including leverage of approximately 5.6x debt-to-EBITDA pro forma
for Avesco and other recent acquisitions and related financing,
poses significant risk for a company seeking to expand organically
and through acquisitions in related segments and new geographies.
While NEP's organic revenue growth is benefitting from new contact
wins after several years of relatively flat revenue performance
excluding acquisitions, a majority of the company's growth remains
via its acquisition strategy. NEP's continued international
expansion increases its exposure to foreign currency, resulting in
potential for greater unexpected volatility in reported operating
results. The company's long standing leading position within its
niche business facilitates good client relationships as well as
access to potential acquisitions, and its contractual relationships
with key broadcast networks and cable channels provide some measure
of revenue stability. NEP faces competition from smaller providers,
but its growing scale and geographic diversity leave it less
vulnerable to competition for any particular event or within a
given region. However, Moody's remains concerned over the pace of
the implementation of the company's acquisition strategy and its
effect on the credit metrics of the business, such as free cash
flow and interest coverage. NEP's sponsor ownership further
constrains the rating via increased likelihood of leveraging
events, such as acquisitions and dividends.

A downgrade could occur if the ongoing acquisitive growth strategy
continues to drive negative free cash flow and weak EBITDA less
capital expenditures-to-interest coverage of less than 1x EBITDA.
Deterioration of liquidity or expectations for sustained leverage
of 6x debt-to-EBITDA or higher would also likely lead to a
downgrade.

Given the current trajectory of the business, Moody's does not
anticipate an upgrade in the foreseeable future. Sustained positive
free cash flow, along with leverage remaining near mid-5x could
lead to the outlook being revised to stable. Adequate or better
liquidity would also be necessary for a stable outlook. An upgrade
would require profitable growth leading to debt-to-EBITDA around 4x
or lower, and free cash flow-to-debt of at least 5%.

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

NEP/NCP Holdco, Inc. (NEP) provides outsourced media services
necessary for the delivery of live broadcast of sports and
entertainment events to television and cable networks, television
content providers, and sports and entertainment producers. Its
major customers include television networks such as ESPN, and key
events it supports include the Super Bowl, the Olympics and
sporting events such as Major League Baseball and Sky and Scottish
Premier League football, as well as entertainment shows such as
American Idol and The Voice. The company is owned by Crestview
Partners and the Carlyle Group. NEP maintains its headquarters in
Pittsburgh, Pennsylvania. Revenue for the 12 months ended September
2016 was approximately $940 million pro forma for the Avesco and
other recent acquisitions.


NOBLE ENVIRONMENTAL: Court Confirms Ch. 11 Plan
-----------------------------------------------
Sarah Chaney, writing for The Wall Street Journal Pro Bankruptcy,
reported that U.S. Bankruptcy Judge Kevin Gross in Delaware on
December 9 approved the reorganization plan of Noble Environmental
Power LLC, a bankrupt wind-energy company backed by billionaire
Michael Dell.

According to the WSJ, Judge Gross approved the plan, which allows
the company's key lender, Michael Dell's MSD Capital, to take a
100% stake in the reorganized wind-energy company.

According to the disclosure statement explaining the Debtor's
amended plan dated November 1, 2016, the Secured Lender Claim,
classified as Class 3, will be Allowed, in the aggregate, in the
amount of $215,134,126.26.  On or as soon as practicable after the
Effective Date, in full and final satisfaction, settlement, release
and discharge of and in exchange for the Secured Lender Claim, (i)
the Secured Lender Claim will be reinstated as follows: (a) the
Claim will be reduced in principal amount outstanding by 10% (so as
to be Allowed in the amount of $193,620,713.63); (b) the maturity
date of the Claim will be extended by five years (resulting in a
maturity date of July 31, 2022); and (c) to the extent the rate is
lower than the current applicable interest rate, the interest rate
applicable to the Claim will be the applicable mid-term Federal
Rate in effect as of the Effective Date of the Plan; (ii) the
Lender will receive 100% of the New Equity in Reorganized NEP.

Each holder of Class 4 - General Unsecured Claim will, at the
discretion of Reorganized NEP: (i) receive Cash in an amount equal
to the full principal amount of such Allowed General Unsecured
Claim, provided that the payment will not include any interest,
late fees, or expenses (including without limitation attorney's
fees and expenses), (ii) receive other treatment as may be agreed
between such holder and Reorganized NEP, or (iii) receive such
other treatment that will render it Unimpaired pursuant to Section
1124 of the Bankruptcy Code.

J.P. Morgan Chase & Co., which owned a 29% stake in the wind-farm
company, and the Canada Pension Plan Investment Board, a Canadian
pension fund that owns 14.3%, will see their existing equity stakes
wiped out under the deal, the WSJ noted.

A full-text copy of the Amended Disclosure Statement dated November
1, 2016, is available at:

             http://bankrupt.com/misc/deb16-12055-120.pdf

                    About Noble Environmental

Noble Environmental Power LLC, a wind-energy company, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Case No. 16-12055) on September 15, 2016.  The Hon. Brendan
Linehan
Shannon presides over the case.  

In its petition, the Debtor estimated $100 million to $500 million
in both assets and liabilities.  The petition was signed by Kay
McCall, president and chief executive officer.

The Debtors hired Morgan, Lewis & Bockius LLP and Young Conaway
Stargatt & Taylor, LLP as counsel.  American Legal Claim Services,
LLC served as administrative advisor.

The Office of the U.S. Trustee on Oct. 5 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case.


NUANCE COMMUNICATIONS: Moody's Assigns Ba3 Rating on Unsecured Debt
-------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Nuance
Communications, Inc.'s proposed senior unsecured notes. The
proceeds of the notes will be used for general corporate purposes.
The ratings outlook is stable.

RATINGS RATIONALE

Nuance's Ba3 corporate family rating reflects its leading position
in the voice recognition and language understanding software
industry offset by uncertain revenue growth prospects, high
leverage levels (estimated at 6.2x as of September 30, 2016, pro
forma for the proposed issuance) and a history of significant share
buybacks. Though leverage is high, free cash flow is expected to
remain strong as non-cash stock compensation remains a large
component of expenses. Free cash flow to debt is estimated at
approximately 19% pro forma for the proposed issuance.

While the company continues to maintain a leading position within
the markets it serves, the company's growth profile has slowed due
to changing product mix in its healthcare end market and
challenging conditions in the mobile devices end market. The
company is also increasingly shifting its products to a
subscription purchase model, which has softened GAAP results.
Although the company has slowed its pace of acquisitions in recent
periods, we expect acquisitions will continue to be an important
part of the company's growth strategy. The ratings incorporate the
expectation that the company will continue to use a mix of cash,
debt and stock to finance acquisitions.

The stable ratings outlook reflects Moody's view that though
leverage will remain high in the next 12 to 18 months, free cash
flow generation will be strong, and share repurchases will be
minimal. The ratings could be upgraded if the company returns to
organic growth and leverage is on track to fall below 5.5x and free
cash flow to debt is sustained above 20%. The ratings could be
downgraded if pro forma leverage is expected to exceed 7x on other
than a temporary basis, or the free cash flow to debt ratio falls
below 10%. The ratings could also be lowered if there are
detrimental changes in Nuance's core business segments or its
competitive position.

Nuance's speculative grade liquidity rating of SGL-1 indicates a
very good liquidity profile, driven by our expectation of strong
free cash flow, strong cash balances and an undrawn $243 million
revolver. Pro forma for the proposed unsecured note issuance, the
company is expected to have a cash balance in excess of $350
million and short term investments of $99 million. Nuance is
expected to generate about $500 million of annualized CFO over the
next 12 to 18 months.

Assignments:

Issuer: Nuance Communications, Inc.

   -- Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD4)

The principal methodology used in this rating was "Software
Industry" published in December 2015.

Nuance Communications, Inc., headquartered in Burlington, MA is a
leading provider of speech, text and imaging software solutions for
businesses and consumers. The company had revenues of $1.95 billion
for the year ended September 30, 2016.



NUANCE COMMUNICATIONS: S&P Assigns 'BB-' Rating on $500MM Notes
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue rating and '3' recovery
rating to Burlington, Mass.-based natural language technology and
imaging solutions provider Nuance Communications Inc.'s proposed
$500 million unsecured senior notes due 2026.  The '3' recovery
rating indicates S&P's expectation of meaningful (50% to 70%; lower
half of the range) recovery in the event of default. The company
will use the net proceeds, and cash on hand to fund a $600 million
partial redemption of its $1.05 billion unsecured senior notes due
2020.

The company's notes offering does not affect S&P's 'BB-' corporate
credit rating on the company.  In addition, the company has no
meaningful impending debt maturities to address except its 2.75%
$395 million convertible notes due 2031, which become putable in
November 2017.  Nuance Communications' pro forma leverage
(including our surplus cash adjustment) was in the low 4x area as
of Sept. 30, 2016, including the proposed transactions.  S&P
expects Nuance Communications' leverage to decline to 4x or below
over the next 12 months because of EBITDA expansion from recent
acquisitions and cost savings.  Nuance has experienced flat revenue
growth and continued good free operating cash flow.  Cost savings
initiatives have also yielded modest margin improvement.

S&P's corporate credit rating on Nuance Communications reflects the
company's competition against larger industry players, high
research and development spending to maintain its competitive
position, revenue growth challenges, and declining traditional
health care transcription business.  However, the company's leading
position in voice and language technology, significant recurring
revenue base, and diverse end-market exposure somewhat offset those
factors.

RATINGS LIST

Nuance Communications Inc.
Corporate Credit Rating                BB-/Stable/--

New Rating

Nuance Communications Inc.
$500 mil. notes due 2026
Senior Unsecured                       BB-
  Recovery Rating                       3L



OMNI LOOKOUT: Wants to Use LB-UBS Cash Collateral
-------------------------------------------------
Omni Lookout Ridge, LP, asks the U.S. Bankruptcy Court for the
Western District of Texas for authorization to use the cash
collateral of LB-UBS 2007-C2 Lookout Ridge Boulevard, LLC.

LB-UBS holds a deed of trust lien on the Debtor's interest in
certain commercial real estate, a 143 unit apartment complex
situated on 4.28 acres located at 201 Lookout Ridge Blvd., Harker
Heights, Texas.

The Debtor's interest in the property, which the Debtor valued at
$2,797,383 based upon the Bell County, Texas Central Appraisal
District's valuation, secures LB-UBS' first lien debt of
approximately $4.4 million, as of the Petition Date.

The Debtor tells the Court that it needs to use cash collateral to
pay the reasonable expenses of its business operations as the
landlord of the Property and the reasonable expenses of the
administration of the case.

The Debtor's proposed Budget covers the period beginning September
2016 through December 2016.  The Budget provides for total expenses
in the amount of $4,154 for September 2016, $23,667 for October
2016, $$43,180 for November 2016, and $48,083 for December 2016.

A full-text copy of the Debtor's Motion, dated Dec. 7, 2016, is
available at
http://bankrupt.com/misc/OmniLookout2016_1611048tmd_36.pdf

                  About Omni Lookout Ridge, LP

Omni Lookout Ridge, LP aka Omni G.P., LLC, General Partner filed a
Chapter 11 petition (Bankr. W.D. Tex. Case No. 16-11048) on
September 6, 2016.  The petition was signed by Gregory Hall,
manager.  The Debtor is represented by Frank B. Lyon, Esq.

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



P & L GAS: To Contribute $7.2K to Escrow Account for Unsecureds
---------------------------------------------------------------
The Debtor filed with the U.S. Bankruptcy Court for the Southern
District of Texas a first amended plan of reorganization and
disclosure statement.

On the 90th day following the Effective Date and every 90 days
thereafter, the Reorganized Debtor will make a contribution of
$7,200 to an escrow account for the benefit of the holders of Class
11 - Allowed Unsecured Claims.  On the one-year anniversary of the
Effective Date, the contents of the escrow account for that year
will be distributed on a pro rata basis to the allowed unsecured
creditors of the estate.  The contributions and disbursements will
continue until the eighth anniversary of the Effective Date has
occurred, or earlier if the unsecured creditors with allowed claims
have been paid in full.  The Allowed Class 11 Claims of Unsecured
Creditors are impaired.

The Debtor has continued its operations and is obtaining new
contracts which will provide the income necessary to fund the
payments in the Plan, in addition to the servicing of the existing
customer base.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/txsb16-30165-61.pdf

P & L Gas Dispensers LLC was originally opened as P & L Maintenance
as a sole proprietorship with Pedro Gonzalez Navarro as owner.  In
2003 the company became P & L Gas Dispensers, LLC, with Mr Navarro
as the manager of the Debtor, and sole member.

The Debtor filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex.
Case No. 16-30165) on Jan. 5, 2016.  The Debtor is represented by
James Patrick Brady, Esq., at Brady Law Firm.


PALMAZ SCIENTIFIC: Court Refuses to Enjoin Turnbull Investors Suit
------------------------------------------------------------------
Judge Craig A. Gargotta of the United States Bankruptcy Court for
the Western District of Texas, San Antonio Division, granted in
part and denied, in part, Julio Palmaz, M.D.'s motion for
enforcement of the injunction provisions of Palmaz Scientific,
Inc.'s confirmed joint plan of reorganization.

On July 22, 2016, a group of investors in the debtor collectively
called the "Turnbull Plaintiffs" filed a suit against Dr. Palmaz in
Dallas County.  Additionally, prior to the bankruptcy case, a
second group of investors in Palmaz Scientific (the "Ehrenberg
Plaintiffs") asserted claims against Palmaz Scientific, Dr. Palmaz
and Steven B. Solomon in state court in Dallas County.

On September 30, 2016, Dr. Palmaz filed his Motion for Enforcement
of Injunction requesting the Court to the Ehrenberg and the
Turnbull Plaintiffs from their respective suits against him under
the injunction provisions of the debtors' confirmed joint plan of
reorganization.  Dr. Palmaz also requested the Court to award
attorney's fees and costs after a hearing to establish the amount
of said fees.  Dr. Palmaz argued that the language of the
confirmation order and plan prohibits commencement or continuation
of any action against Litigation Trust Assets (as created by the
confirmed plan) or the D&O policies because only the Litigation
Trustee has standing to commence or prosecute D&O Claims for the
beneficiaries of the Litigation Trust.  Thus, Dr. Palmaz argued
that the claims alleged by the Ehrenberg or Turnbull Plaintiffs
must be brought by the Litigation Trustee, if they are to be
brought at all, because the claims fall within the definition of
"D&O Claims" which were vested in the Litigation Trustee pursuant
to the terms of the confirmed plan.

On October 5, 2016, the Litigation Trustee joined Dr. Palmaz's
motion and requested the Court to likewise enjoin the Ehrenberg and
Turnbull Plaintiffs from commencing or continuing their suits
against Dr. Palmaz.  The Trustee argued, first, that the claims
asserted against the former officers and directors of the debtors
are derivative claims which belong to the debtors and that those
claims were transferred to the Litigation Trust upon confirmation
of the plan.  Second, the Trustee argued that, even if the
shareholders are able to pursue individual claims, the recovery for
such claims implicates the available director and officer liability
insurance policies, which were transferred to the Litigation Trust
as an asset.  Therefore, the Trustee requested the injunction be
enforced to safeguard the property of the Litigation Trust for
equitable distribution to its beneficiaries.

In their Response filed October 11, 2016, the Turnbull Plaintiffs
argued that the claims they have alleged in the state court suit
against Dr. Palmaz are direct claims for which the Litigation Trust
has no standing and for which Palmaz Scientific would not be
directly liable.  Additionally, the Turnbull Plaintiffs argued that
they do not seek to recover from any insurance proceeds as Dr.
Palmaz and the Litigation Trustee contend.  Rather, the Turnbull
Plaintiffs argued that they intend only to recover from the
personal assets of Dr. Palmaz and the other responsible individuals
-- not Palmaz Scientific.  The Turnbull Plaintiffs further argued
that the possibility that the D&O insurance policy might advance
defense costs to Dr. Palmaz is inapposite when considering that a
release of third parties for direct claims on the basis that D&O
coverage might be implicated would impermissibly convert every
direct claim into a derivative claim and thereby, accomplish
impermissible third party releases by confirmation of the
bankruptcy plan.  The Ehrenberg Plaintiffs did not file a response
to Dr. Palmaz's motion.

In reviewing the Complaint and accepting all allegations as true,
Judge Gargotta concluded that the allegations listed support only
personal causes of action and personal injury so that the Turnbull
Plaintiffs' claims cannot be considered derivative.  The Turnbull
Plaintiffs' causes of action are personal to each investor and do
not necessarily result in harm to the debtors or all stockholders
in general.  As such, Judge Gargotta concluded that the causes of
action asserted in the Turnbull Plaintiffs' Complaint are solely
direct claims for which the plan and confirmation order do not
provide an injunction or third party release.

Further, Judge Gargotta held that if the Turnbull Plaintiffs assert
claims against Dr. Palmaz which did not result in damage to the
debtors, then such claim is not a part of the Litigation Trust
Assets and the confirmation order does not vest standing to pursue
such a claim in the Trustee.  

With respect to the D&O policies, Judge Gargotta found that section
6.6(d) of the plan does not act as a bar to any direct claims
brought against former directors and officers that may have an
effect on the D&O policies.  The judge explained that the plan
vests the right to control the D&O Insurance Recoveries, including
negotiation and settlement, but explicitly does not limit the
rights of the former officers and directors to seek coverage under
the policies.  Judge Gargotta found that, if the Turnbull
Plaintiffs only seek to recover from the personal assets of Dr.
Palmaz and not the insurance policies, the plan allows Dr. Palmaz
to seek whatever coverage he is entitled to under the policies
without barring the Turnbull Plaintiffs' direct claims.  

On the other hand, Judge Gargotta found that the Ehrenberg
Complaint differs from the the Turnbull Plaintiffs' Complaint in
several key ways that support enjoining the Ehrenberg suit:

     (1) Palmaz Scientific, Inc. remains a named defendant.

     (2) The Ehrenberg Plaintiffs raised allegations of fraud or  

         breach of duties for actions taken after the plaintiffs   
      
         invested in the corporation which affected all
         stockholders equally and would have caused harm to the
         debtors.  Such claims would be derivative and belong to
         the Litigation Trust.

     (3) The Ehrenberg Plaintiffs raised agency allegations which
         may require harm to have resulted to the debtors if the
         corporation must be a named defendant in order to allege
         agency.

Insofar as agency is alleged, Judge Gargotta held that the Court
will not parse through the Ehrenberg Complaint in an attempt to
presume what causes of action the plaintiffs may allege as direct
claims.

As such, Judge Gargotta granted Dr. Palmaz's request to enforce the
injunction and required the Ehrenberg Plaintiffs to amend their
Complaint within 14 days to reflect only those causes of action
which they believe do not run afoul of the injunctive language of
the plan and confirmation order.

In summary, Dr. Palmaz's Motion for Enforcement of Injunction was
therefore denied as to the Turnbull Plaintiffs, but granted as to
the Ehrenberg Plaintiffs.  

The case is IN RE: PALMAZ SCIENTIFIC INC., Chapter 11, Debtor. IN
RE: ADVANCED BIO PROSTHETIC, SURFACES, LTD., Chapter 11, Debtor. IN
RE: ABPS MANAGEMENT, LLC, Chapter 11, Debtor. IN RE: ABPS VENTURE
ONE, LTD., Chapter 11, Debtor, Case Nos. 16-50552-CAG, Jointly
Administered Under, 16-50555-CAG, 16-50556-CAG, 16-50554-CAG
(Bankr. W.D. Tex.).

A full-text copy of Judge Gargotta's November 22, 2016 order is
available at https://is.gd/qYhb5N from Leagle.com.

Palmaz Scientific Inc. is represented by:

          William B. Kingman, Esq.
          4040 Broadway, Suite 450
          San Antonio, TX 78209
          Tel: (210)829-1199
          Fax: (210)821-1114

Christopher Boyle is represented by:

          Thomas W. McKenzie, Esq.
          LAW OFFICES OF THOMAS W. MCKENZIE
          669 Airport Freeway, Suite 202
          Hurst, TX 76053
          Tel: (817)282-3868
          Fax: (817)268-1563

                     About Palmaz Scientific

Headquartered in San Antonio, Texas, Palmaz Scientific is a
research and development company dedicated to the advancement of
the technology and science of medical implants.

Palmaz Scientific Inc., Advanced Bio Prosthetic Surfaces, Ltd.,
ABPS Management, LLC and ABPS Venture One, Ltd., filed Chapter 11
bankruptcy petitions (Bankr. W.D. Tex. Case Nos. 16-50552,
16-50555, 16-50556 and 16-50554, respectively) on March 4, 2016.
The petitions were signed by Eugene Sprague as director.

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

The Debtors have engaged Norton Rose Fulbright US LLP as counsel,
Groff & Rothe as accountants and Upshot Services LLC as noticing
agent.

The cases are assigned to Judge Craig A. Gargotta.


PARKLAND FUEL: DBRS Confirms BB Rating on Senior Unsecured Notes
----------------------------------------------------------------
DBRS Limited confirmed the Issuer Rating and Senior Unsecured Notes
rating of Parkland Fuel Corporation (Parkland or the Company) at BB
with Stable trends. The recovery rating on the Senior Unsecured
Notes remains at RR4. The confirmation reflects Parkland's
announced acquisition of the majority of CST Brands, Inc.'s
Canadian business (the Acquisition; see August 22, 2016, press
release) as well as its organic operating performance through Q3
2016, which benefited from the inclusion of Pioneer Energy LP,
despite ongoing challenges caused by a weak economic environment in
Western Canada.

In the near term, Parkland's earnings profile is expected to
benefit from the Acquisition, which is expected to close in Q1 2017
while organic operating performance is expected to remain
challenged by a weak economic environment in Western Canada. Fuel
volumes are expected to increase significantly to above the 13.3
billion litre level, driven primarily by the Acquisition. Gross
margins on a cents-per-litre basis should remain relatively stable
over the longer term while the Company is expected to continue to
focus on improving efficiency, reducing costs and achieving
synergies (including potential supply synergies). As such, DBRS
forecasts that EBITDA should increase toward the $330 million level
in the near term after the Acquisition (versus approximately $215
million for the LTM ended Q3 2016).

Parkland's financial profile is expected to remain acceptable for
the current rating subsequent to the Acquisition, despite a
significant increase in balance-sheet debt, as the Company's stated
deleveraging plan should return key credit metrics to levels that
are considered acceptable for the BB rating level within a
reasonable time frame (12 months to 18 months). Cash flow from
operations should continue to track operating income while capital
expenditures are expected to remain elevated as recent acquisitions
are integrated and Parkland continues to invest in organic growth.
Gross dividends will continue to increase, driven largely by shares
issued to help fund the Acquisition, while cash dividends are
expected to continue to benefit from continued meaningful
participation in the Dividend Reinvestment Plan (DRIP). The Company
is expected to use free cash flow to repay debt in the near term as
part of its stated deleveraging intention. Over the longer term,
DBRS expects that Parkland will continue to seek growth through
acquisitions. Should the Company be challenged to return credit
metrics to acceptable levels for the current rating (i.e.,
lease-adjusted debt-to-EBITDAR below 4.0 times (x)) versus
approximately 4.20x pro forma the Acquisition within a reasonable
time frame because of weaker-than-expected operating performance or
more aggressive-than-expected financial management, the ratings
could be pressured. Over the longer term, however, if Parkland’s
organic performance stabilizes, it successfully integrates recent
acquisitions and reduces its reliance on the DRIP to fund the
dividend while displaying sustainably strong credit metrics (i.e.,
lease-adjusted debt-to-EBITDAR toward 3.5x, improving EBITDA
interest coverage and positive free cash flow (after the gross
dividend)), a positive rating action could result.

Notes:

All figures are in Canadian dollars unless otherwise noted.

The related regulatory disclosures pursuant to the National
Instrument 25-101 Designated Rating Organizations are hereby
incorporated by reference and can be found by clicking on the link
to the right under Related Research or by contacting us at
info@dbrs.com.

The applicable methodologies are Rating Companies in the
Merchandising Industry and DBRS Criteria: Recovery Ratings for
Non-Investment Grade Corporate Issuers, which can be found on our
website under Methodologies.

The rated entity or its related entities did participate in the
rating process. DBRS had access to the accounts and other relevant
internal documents of the rated entity or its related entities.

The full report providing additional analytical detail is available
by clicking on the link under Related Research at the right of the
screen or by contacting us at info@dbrs.com.

RATINGS

Issuer           Debt Rated           Rating Action         Rating
------           ----------           -------------         ------
Parkland Fuel    Issuer Rating         Confirmed             BB
Corporation

Parkland Fuel    Senior Unsecured      Confirmed             BB
Corporation      Notes


PATRIOT COAL: Court Dismisses Clawback Suit vs. W. Va. Tax Dept.
----------------------------------------------------------------
Judge Keith L. Phillips of the United States Bankruptcy Court for
the Eastern District of Virginia, Richmond Division, granted the
West Virginia State Tax Department's motion to dismiss the
adversary proceeding captioned Eugene Davis, solely in his capacity
as Liquidating Trustee for the PCC Liquidating Trust, Plaintiff, v.
West Virginia State Tax Department, Defendant, Adv. Pro. No.
16-03109-KLP (Bankr. E.D. Va.).

Eugene Davis, liquidating trustee for the PCC Liquidating Trust,
successor-in-interest to the debtors Patriot Coal Corporation,
Panther, LLC, Catenary Coal Company, and Coyote Coal Company, filed
a "Complaint for Turnover of Tax Refund" against the West Virginia
State Tax Department seeking the turnover of at least $5,082,011.72
in tax refunds and interest.  In the Complaint, the Trustee alleged
that the tax refunds owed to Panther, Patriot, Catenary and Coyote
constitute property of the estate under 11 U.S.C. section 541 that
is due and owing to the Liquidating Trust and is therefore subject
to turnover pursuant to 11 U.S.C. section 542.

In response, the Tax Department filed a motion to dismiss,
contending that the Complaint must be dismissed because the Court
lacks jurisdiction to adjudicate the Trustee's claims on the basis
of sovereign immunity.  Alternatively, in the Motion to Dismiss,
the Tax Department contended that the Court should abstain from
adjudicating the Trustee's claims.

Judge Phillips found that the inadequacies of the Complaint are
apparent when one considers that the Trustee merely asserted that
he has demanded the tax refunds, that the Tax Department has
conceded that the Settlement Agreement did not include a release of
the Trustee's claim, and that the refunds constitute property of
the estate that are now due and owing.  The judge found that while
the Trustee's allegations and supporting exhibits may very well
support an argument that he is entitled to the refunds claimed,
they do not establish undisputed ownership as required for a 11
U.S.C. section 542 turnover proceeding.  Paragraph 26 of the
Complaint, asserting that the Court is not barred from determining
the Trustee's right to a tax refund by virtue of 11 U.S.C. section
505(a)(2)(B), implicitly acknowledged that the Trustee is asking
the Court to determine such right.  Accordingly, Judge Phillips
found that the Trustee has failed to state a claim for the relief
sought.

A full-text copy of Judge Phillips' November 22, 2016 memorandum
opinion is available at https://is.gd/zdRM4M from Leagle.com.

Patriot Coal Corporation is represented by:

          Peter Barrett, Esq.
          Michael A. Condyles, Esq.
          Loc Pfeiffer, Esq.
          Jeremy S. Williams, Esq.
          KUTAK ROCK LLP
          Bank of America Center
          1111 East Main Street, Suite 800
          Richmond, VA 23219-3500
          Tel: (804)644-1700
          Fax: (804)783-6192
          Email: peter.barrett@kutakrock.com
                 michael.condyles@kutakrock.com
                 loc.pfeiffer@kutakrock.com                  
                 jeremy.williams@kutakrock.com

            -- and --

          Patrick J. Potter, Esq.
          PILLSBURY WINTHROP SHAW PITTMAN LLP
          1200 Seventeenth Street, NW
          Washington, DC 20036
          Tel: (202)663-8000
          Fax: (202)663-8007
          Email: patrick.potter@pillsburylaw.com

Judy A. Robbins, U.S. Trustee, is represented by:

          Shannon Pecoraro, Esq.
          Robert B. Van Arsdale, Esq.
          OFFICE OF THE U.S. TRUSTEE
          701 East Broad Street, Suite 4304
          Richmond, VA 23219
          Tel: (804)771-2310
          Fax: (804)771-2330

Official Committee of Unsecured Creditors, Creditor Committee, is
represented by:

          Paula S. Beran, Esq.
          Lynn L. Tavenner, Esq.
          TAVENNER & BERAN, PLC
          20 North Eigth Street, Second Floor
          Richmond, VA 23219
          Tel: (804)783-8300
          Fax: (804)783-0178
          Email: pberan@tb-lawfirm.com
                 ltavenner@tb-lawfirm.com

                About Patriot Coal Corporation

Patriot Coal Corporation is a producer and marketer of coal in the
United States.  Patriot and its subsidiaries control 1.4 billion
tons of proven and probable coal reserves -- including owned and
leased assets in the Central Appalachia basin (in West Virginia
and Ohio) and Southern Illinois basin (in Kentucky and Illinois)
and their operations consist of eight active mining complexes in
West Virginia.

Patriot Coal first sought Chapter 11 protection on July 9, 2012,
and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan
from the U.S. Bankruptcy Court for the Eastern District of
Missouri.  The plan turned over most of the ownership of the
company to bondholders that include New York hedge fund Knighthead
Capital Management LLC.  The linchpins of the plan were a global
settlement among the Debtors, the United Mine Workers of America,
and two third parties -- Peabody Energy Corporation and Arch Coal,
Inc. -- and a commitment by a consortium of creditors, led by
Knighthead, to backstop two rights offerings that funded the plan.

Patriot Coal Corporation and its subsidiaries commenced new
Chapter 11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in
Richmond, Virginia, on May 12, 2015.  The cases are assigned to
Judge Keith L. Phillips.

Patriot Coal estimated more than $1 billion in assets and debt.

The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock
L.L.P., as co-counsel; Centerview Partners LLC as investment
bankers; Alvarez & Marsal North America, LLC, as restructuring
advisors; and Prime Clerk LLC, as claims and administrative agent.

The U.S. trustee overseeing the Chapter 11 case of Patriot Coal
Corp. appointed seven creditors of the company to serve on the
official committee of unsecured creditors.  The Committee is
represented by Morrison & Foerster LLP as its counsel, and
Tavenner & Beran, PLC, as its local counsel.  Jefferies LLC
serves as its investment banker.


PBA EXECUTIVE: Seeks to Hire McMahon as Legal Counsel
-----------------------------------------------------
PBA Executive Suites, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to hire legal counsel in
connection with its Chapter 11 case.

The Debtor proposes to hire Brian K. McMahon, P.A. to give legal
advice regarding its duties under the Bankruptcy Code, negotiate
with creditors in the preparation of a bankruptcy plan, and provide
other legal services.  

The firm will be paid an hourly rate of $400 for its services.

Brian McMahon, Esq., disclosed in a court filing that he and his
firm do not represent any interest adverse to the Debtor or their
bankruptcy estate.

The firm can be reached through:

     Brian K. McMahon, Esq.
     Brian K. McMahon, P.A.
     1401 Forum Way, 6th Floor
     West Palm Beach, FL 33401
     Phone: 561-478-2500
     Email: briankmcmahon@gmail.com

                   About PBA Executive Suites

PBA Executive Suites, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 16-26136) on December 3,
2016.  The petition was signed by William Smith, chief financial
officer.  

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


PGX HOLDINGS: S&P Affirms 'B+' Rating on Sec. 1st-Lien Term Loan
----------------------------------------------------------------
S&P Global Ratings affirmed its issue-level ratings on Salt Lake
City, Utah-based consumer credit repair solutions provider PGX
Holdings Inc.'s secured first-lien term loan and senior secured
second-lien term loan at 'B+' and 'CCC+', respectively.  S&P's
recovery ratings on the first-lien and second-lien term loan remain
'2' and '6', respectively.  The '2' recovery rating indicates S&P's
expectation for substantial recovery (70%-90%; upper half of the
range) of principal in the event of a payment default.  The '6'
recovery rating indicates S&P's expectation for negligible recovery
(0%-10%).  The rating action follows the company's announced $125
million add-on transaction.

S&P is also removing the "under criteria observation" designation
from our issue-level ratings on the company, which S&P assigned
after it published its revised recovery ratings criteria on
Dec. 7, 2016.

S&P's 'B' corporate credit rating and stable rating outlook on PGX
remain unchanged.

This transaction will raise PGX's total funded debt to
approximately $525 million, and S&P anticipates that the company's
adjusted leverage will increase to the high-4x range from the
high-3x range as of the Sept. 30, 2016, attributable to the
incremental debt.  S&P expects leverage to decline to the low-4x
area as the company continues to exhibit strong revenue growth and
EBITDA growth, acquire new customers, and introduces new products
and services.  S&P would view debt-funded acquisitions, although
unlikely, as a deviation from historical financial policies that
could potentially lead to a negative ratings action.

                         RECOVERY ANALYSIS

S&P's simulated default scenario contemplates a default in 2019,
stemming primarily from a failure to acquire new customers due to
increasing price competition from other providers of credit repair
services, marketing missteps, or a changing macroeconomic or
regulatory environment that reduces consumer demand for credit
repair.  Due to the firm's relative lack of recurring revenues, if
these factors caused a significant drop in revenues, S&P believes
an EBITDA decline of about 25% would be sufficient to cause payment
default.

Simplified Recovery Waterfall:

   -- Emergence EBITDA: about $60 mil.
   -- Multiple: 5.5x
   -- Net recovery value for waterfall after administrative
      expenses: approximately $300 mil
   -- Obligor/non obligor valuation split: 100%/0%  
   -- Value available for first lien claim: $300 mil.
   -- Estimated first lien claim: approximately $370 mil.
   -- Recovery range: 70%-90% (at the higher end)
   -- Value available for second lien claim: $0
   -- Estimated second lien claim: approximately $170 mil.
   -- Recovery range: 0%-10%

RATINGS LIST

PGX Holdings Inc.
Corporate credit rating             B/Stable/--

Ratings Affirmed
PGX Holdings Inc.
Senior secured
  First-lien term loan               B+
   Recovery rating                   2H
  Second-lien term loan              CCC+
   Recovery rating                   6



PINK TRANSPORTATION: Seeks to Hire Jamison as Legal Counsel
-----------------------------------------------------------
Pink Transportation LLC 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 Office of William E. Jamison,
Jr. & Associates to give legal advice regarding its duties under
the Bankruptcy Code, prepare a bankruptcy plan, assist in
investigating and prosecuting claims, and provide other legal
services.

Mr. Jamison will charge $325 or $350 per hour for his services.

William Jamison, Jr., Esq., disclosed in a court filing that he is
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.

Mr. Jamison maintains an office at:

     William E. Jamison, Jr., Esq.
     William E. Jamison, Jr. & Associates
     53 W. Jackson Blvd., Suite 309
     Chicago, IL 60604
     Tel: (312) 226-8500
     Email: wjami39246@aol.com

                   About Pink Transportation

Pink Transportation, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 16-35730) on November 9,
2016.  The petition was signed by Katrina Walker, authorized
representative of the Debtor.  

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


PREMIER WELLNESS: Unsecureds To Recoup 5% Under Plan
----------------------------------------------------
Holders of allowed unsecured claims (Class 3) filed against Premier
Wellness Centers LLC will be paid a distribution equal to
approximately 5% of their allowed claims, in equal quarterly
installments over 120 months, according to the Debtor's First
Amended Plan of Reorganization dated November 18, 2016.

The First Amended Plan provides that the Office of the U.S. Trustee
has $1,950.93 outstanding administrative fees.  The Original Plan,
which was filed on November 1, stated that there was no outstanding
payments due to the U.S. Trustee as of November 1.

Class 1 - Allowed Secured Claim of JPMorgan Chase Bank, N.A., is in
the amount of $308,232.  Chase will apply all postpetition adequate
protection payments first to postpetition interest and attorney's
fees, and then any remainder will be applied to the principal
balance of the claim.  Commencing on the effective date, Chase's
claim will be amortized over 10 years at 5% interest, with monthly
payments estimated to be approximately $3,269.28 per month.  Chase
will retain its liens until the claim is paid in full.  There will
be no pre-payment penalty.

Class 2 - Allowed Secured Claim of Fundation Group LLC is based on
its prepetition lien amount of $57,962.  The secured claim will be
amortized over 15 years at 5% interest, with a balloon payment due
September 30, 20123, of $36,205.  The Debtor commenced monthly
adequate protection payments in the amount of $458.36 on October
31, 2016.

The Debtor proposes to fund the Plan from cash on hand and income
from on-going business operations.

A full-text copy of the First Amended Disclosure Statement dated
November 18, 2016, is available at:

       http://bankrupt.com/misc/flsb16-10191-136.pdf

A full-text copy of the Disclosure Statement dated November 1,
2016, is available at:

       http://bankrupt.com/misc/flsb_16-10191-130.pdf

                About Premier Wellness Centers

Headquartered in Port Saint Lucie, Florida, Premier Wellness
Centers LLC filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Fla. Case No. 16-10191) on Jan. 6, 2016, listing $384,400 in total
assets and $2.56 million in total liabilities.  The petition was
signed by William Jensen, managing member.  Judge Paul G. Hyman,
Jr., presides over the case.  Malinda L. Hayes, Esq., at Markarian
Frank White-Boyd & Hayes, serves as the Debtor's bankruptcy
counsel.


PRO RESOURCES I: Can Get $1-Mil. DIP Financing on Final Basis
-------------------------------------------------------------
Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern
District of Texas authorized Pro Resources I, LLC to obtain
postpetition financing from Marquette Transportation Finance, LLC
on a final basis.

Judge Mullin acknowledged that without the DIP Financing, the
Debtor will not have the funds necessary to operate its business,
maintain assets, or pay employees, payroll taxes, insurance,
utilities, fuel suppliers and other vendors, overhead, lease
expenses and other expenses required for the reorganization of the
Debtor's business and to maximize the value of the Debtor's
estate.

The Debtor was authorized to borrow an aggregate amount not to
exceed a loan balance of $1 million.  

The post-petition indebtedness will be secured by a first priority
security interest in all present and future Accounts, all of
Debtor’s other accounts; chattel paper, instruments, payment
intangibles, general intangibles, and documents whether or not
considered an Account under the terms of this Agreement; all assets
including, without limitation, records, inventory, equipment of
every kind and description; furniture and fixtures; deposit
accounts; money; investment property; letters of credit; notes; tax
refunds and insurance proceeds, and all their proceeds, excluding
avoidance actions and other actions under Chapter 5 of the
Bankruptcy Code and any proceeds or recoveries therefrom.

The Debtor was authorized to use cash collateral, and any creditor
holding a valid, enforceable, non-avoidable lien on any Accounts
was granted a replacement lien in the post-petition collateral.

A full-text copy of the Final Order, dated Dec. 7, 2016, is
available at
http://bankrupt.com/misc/ProResources2016_1644041mxm11_53.pdf

               About Pro Resources I, LLC

Pro Resources I, LLC, filed a chapter 11 petition (Bankr. N.D. Tex.
Case No. 16-44041) on Oct. 20, 2016.  The petition was signed by
Doug Owens, sole member.  The Debtor is represented by Charles
Brackett Hendricks, Esq., at Cavazos, Hendricks, Poirot & Smitham,
P.C.  The case is assigned to Judge Mark X. Mullin.  The Debtor
disclosed total assets at $2.5 million and total liabilities at
$1.8 million as of Sept. 30, 2016.


PROCARE MOBILE: Whistleblower Seeks Sanctions vs. Witness
---------------------------------------------------------
Kelcee Griffis, writing for Bankruptcy Law360, reported that a
relator suing an ambulance transport company and a Los Angeles
hospital told a California federal court that a former executive
from the hospital's now-shuttered corporate parent should be
penalized for missing a deposition.  Julie A. Macias, a former
nurse, called on the court to force Gary Lewis, Pacific Health
Corp.'s former CEO, to pay about $7,900 for attorneys' fees and
expenses associated with the missed deposition, which she called a
"clear and total violation, without excuse."

According to a Bankruptcy Law360 report in February last year, Ms.
Macias' suit alleges that Los Angeles Metropolitan Medical Center,
owned by Pacific Health Corp., knowingly billed millions of dollars
in unnecessary, unlawful 5150 holds -- involuntary 72-hour hospital
stays for observation and treatment of the mentally ill -- to
Medicare and Medi-Cal, California's state Medicaid program, in
violation of the False Claims Act.  The suit alleges that defendant
PROCare Mobile Response LLC received kickbacks as part of the
scheme, transporting patients "without question" for LA Metro.
Many patients, she claims, were removed from care and nursing homes
while the ambulance company's medics "look[ed] the other way."

In February 2015, PROCare said the suit should be stayed pending
the outcome of its bankruptcy court proceedings.

Los Angeles-based PROCare Mobile Response LLC filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 15-10469) on Jan. 13, 2015,
listing under $1 million in both assets and liabilities.  Henry D.
Paloci, Esq., at Henry D. Paloci III, PA, serves as bankruptcy
counsel.


PROGRESSIVE ACUTE: Seeks to Hire TFG Consulting as Accountant
-------------------------------------------------------------
Progressive Acute Care, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Louisiana to hire TFG Consulting,
LLC.

TFG will serve as accountant and consultant in the Chapter 11 cases
of Progressive Acute Care and its affiliates.  The services to be
provided by the firm include the preparation of Medicaid and
Medicare cost reports and any audit support that may be required.

The firm will be compensated on a fixed-fee basis:

     PAC-Avoyelles Cost Reports     $10,800
     PAC-Oakdale Cost Reports       $10,800
     PAC-Winn Cost Reports          $10,800
     PAC Cost Reports                $2,750

Michael Freeman, a certified public accountant employed with TFG,
disclosed in a court filing that he and his firm do not hold or
represent any interest adverse to the Debtors or their bankruptcy
estates.

The firm can be reached through:

     Michael Freeman
     TFG Consulting, LLC
     8550 United Plaza Blvd., Suite 702
     Baton Rouge, LA 70809
     Tel: 225-610-1100
     Fax: 225-922-4550

                 About Progressive Acute Care

Progressive Acute Care, LLC, Progressive Acute Care Avoyelles, LLC,
Progressive Acute Care Oakdale, LLC, and Progressive Acute Care
Winn, LLC filed chapter 11 petitions (Bankr. W.D. La. Case Nos.
16-50740, 16-80584, 16-50742, and 16-50743, respectively) on May
31, 2016.  The petitions were signed by Daniel Rissing, CEO.

The Debtors are represented by Barbara B. Parsons, Esq., Catherine
Noel Steffes, Esq., William E. Steffes, Esq., at Steffes, Vingiello
& McKenzie, LLC.  The case is assigned to Judge Robert Summerhays.
The Debtors retained Solic Capital Advisors, LLC as their Financial
Advisor.

The Debtors estimated assets and debts at $10 million to $50
million at the time of the filing.


PUBLICK HOUSE: Sale of Property to Chester PHH for $4.3M Approved
-----------------------------------------------------------------
Judge Rosemary Gambardella of the U.S. Bankruptcy Court for the
District of New Jersey approved the bidding procedures and the
Asset Purchase Agreement and Lease Agreement entered into by and
between debtors Publick House Holdings, LLC and Publick House
Partners, LLC, one the one hand, and Chester Publick House
Holdings, LLC, on the other, in connection with the sale of the
Debtors' real and personal assets to Chester Publick House Holdings
or its assigns for $4,250,000.

A hearing on the Motion was held on Nov. 29, 2016 at 10:00 a.m.

A copy of the bidding procedures and APA attached to the Notice is
available for free at:

            http://bankrupt.com/misc/Publick_House_81_Sales.pdf

Upon consideration of the objection of the Bank, the Debtors and
Chester PHH agree to delete paragraphs 18 (a) and (b) from the APA.
Subject to this modification, the APA and Lease between the
Debtors and Chester PHH, be, and are approved.  The allocation of
the purchase price of the sale assets as set forth in the APA is
approved.

The TD Bank, N.A.'s request to make the proposed closing date in
the APA "time of the essence," is denied.

Upon closing, the existing mortgage and liens of Bank will be
satisfied in full.  Upon payment, the Bank will forthwith discharge
all mortgages and liens of record.

In the event that the Sale to Chester PHH does not close due to
Chester PHH's failure to perform, then and in that event, the
Debtors may move before the Court, on shortened and limited notice,
to seek forfeiture of Chester PHH's deposit and for approval of a
backup offer, if any, in a lower amount than the offer approved by
the Court.

The within sale is a sale by a debtor in possession in a bankruptcy
proceeding, and is therefore exempt from the realty transfer tax
set forth in N.J.S.A. 46:15-5 et seq.

                     About Publick House Holdings

Publick House Holdings, LLC, sought Chapter 11 protection (Bankr.
D.
N.J. Case No. 15-26730) on Sept. 2, 2015.  The case is assigned to
Judge Rosemary Gambardella.  The petition was signed by Joseph
Lubrano, managing member.

The Debtor disclosed assets of $2.9 million and $3.9 million in
debt.

The Debtor tapped Richard Honig, Esq., at Hellring, Lindenman,
Goldstein & Siegel, as counsel.


QUANTUM CORP: Starboard Value Reports 9.9% Stake as of Dec. 5
-------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Starboard Value LP, et al., disclosed that as of
Dec. 5, 2016, they beneficially own 29,103,694 shares of Common
Stock, par value $0.01 per share, of Quantum Corporation
representing 9.9 percent of the shares outstanding.  A full-text
copy of the regulatory filing is available at https://is.gd/tonldb

                       About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

For the year ended March 31, 2016, Quantum Corp reported a net loss
of $74.68 million following net income of $16.76 million for the
year ended March 31, 2015.

As of Sept. 30, 2016, Quantum had $220.9 million in total assets,
$344.3 million in total liabilities and a total stockholders'
deficit of $123.4 million.


RALPH WASHINGTON PRESSLEY: Dec. 20 Plan Confirmation Hearing
------------------------------------------------------------
Judge Jerry A. Funk of the U.S. Bankruptcy Court for the Middle
District of Florida issued an order conditionally approving the
disclosure statement explaining Ralph Washington Pressley, Jr.'s
Chapter 11 plan and fixed December 20, 2016, at 11:00 a.m., as the
hearing on final approval of the disclosure statement and on
confirmation of the Plan.

Any objections to Disclosure or Confirmation must be filed and
served seven days before the Hearing Date.

Applications of attorneys, accountants, auctioneers, appraisers,
and other professionals for compensation from the estate of the
Debtor pursuant to Sections 330 and 331 of the Bankruptcy Code must
be filed with the Court 21 days prior to the confirmation hearing
unless ordered otherwise by the Court.

Ralph Washington Pressley, Jr., filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 15-02905) on June 28, 2015.


RAY MARVIN GOTTLIEB: DOJ Watchdog Directed to Appoint Trustee
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland entered an
Order directing the U.S. Trustee to appoint a Chapter 11 Trustee
for Ray Marvin Gottlieb.

The Order was made pursuant to the Creditor's Motion for
Appointment of a Chapter 11 Trustee filed by Sandra Gottlieb.

                 About Ray Marvin Gottlieb

Ray Marvin Gottlieb sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 16-17525) on June 2, 2016.
The case is assigned to Judge Thomas J. Catliota.

The Debtor is represented by Steven H. Greenfeld, Esq., at Cohen,
Baldinger & Greenfield, LLC.


RED RIVER: Unsecureds to Recoup 100% in 216 Months
--------------------------------------------------
Holders of general unsecured claims (Class 3) filed against Red
River South Enterprises, LLC, will recover 100% of their allowed
claims, according to the Debtor's Chapter 11 Plan of
Reorganization.

The amount of the payments to Class 3 Claims will be based on a
216-month amortization with interest at the rate of 4%.  The 216th
Class 3 Plan Payment will be a final irregular payment in an amount
sufficient to pay and extinguish the unpaid principal balance and
accrued interest remaining due and payable.

Plan funding includes, but is not limited to, the Debtor's Net Plan
Implementation Income, which is defined as all income generated by
the Reorganized Debtor, Red River South Marina LLC and Red River
South Travel Center LLC less all operating and other expenses.  

Pursuant to a Plan Guaranty Agreement, Leon S. Miletello, Jr., to
the extent necessary, will supplement the Debtor's Net Plan
Implementation Income so that the Debtor can make payments as they
come due under the Plan.

A full-text copy of the Disclosure Statement dated November 18,
2016, is available at http://bankrupt.com/misc/lawb16-11226-47.pdf

                    About Red River South

Red River South Enterprises, LLC, based in Shreveport, La.,
filed a Chapter 11 petition (Bankr. W.D. La. Case No. 16-11226) on
July 21, 2016.  The Hon. Jeffrey P. Norman presides over the
case. Robert W. Raley, Esq. serves as bankruptcy counsel.

At the time of filing, the Debtor estimated $500,000 to $1 million
in assets and $1 million to $10 million in liabilities. The
petition was signed by Leon S. Miletello, Jr., managing member -
Single Member LLC.


RESIDENTIAL CAPITAL: Court Won't Reconsider Invest Vegas Order
--------------------------------------------------------------
Judge Martin Glenn of the United States Bankruptcy Court for the
Southern District of New York denied 21st Mortgage Corporation's
motion for reconsideration of the Court's August 31, 2016 order,
which granted summary judgment in favor of Invest Vegas LLC in the
adversary proceeding captioned INVEST VEGAS, LLC, Plaintiff, v.
21ST MORTGAGE CORPORATION; CAL-WESTERN RECONVEYANCE CORPORATION;
NATIONAL CITY MORTGAGE, A DIVISION OF NATIONAL CITY BANK OF
INDIANA; COMMONWEALTH LAND TITLE INSURANCE COMPANY; ONTARIO
CONDOMINIUM RENTAL SERVICES, INC.; TICOR TITLE OF NEVADA, INC.;
HARLEE S. CARTER; LANA CARTER; DARREN C. BOUTON; DOES I THROUGH X,
INCLUSIVE; ROE BUSINESS ENTITIES I THROUGH X, INCLUSIVE,
Defendants, Adv. Pro. 16-01029 (MG) (Bankr. S.D.N.Y.).

The dispute relates to real property located at 230 E. Flamingo
Road, #301, in Las Vegas, NV 89169, APN#162-16-810-384.  21st
Mortgage is the holder of the promissory note and first priority
deed of trust on the subject property.  21st Mortgage acquired its
interest in the real property instruments pursuant to the terms of
a sale order.

Meridian Private Residence Homeowners' Association (the "Meridian
HOA") was the relevant homeowners' association that oversaw and
managed the subject property.  On or about June 25, 2009, the
Meridian HOA recorded a lien for delinquent assessments against the
subject property.  On or about October 19, 2012, the Meridian HOA
recorded a notice of foreclosure sale and set the foreclosure sale
date for November 14, 2012 (the "HOA Lien Sale").  The Meridian HOA
purchased the subject property at the HOA Lien Sale.  

On or about March 20, 2014, HOA transferred to RyaNik Las Vegas
Holdings, LLC, pursuant to a quitclaim deed, all rights, title and
interest in the subject property.  On or about May 20, 2014, RyaNik
conveyed its interest in the subject property to Invest Vegas.

On January 14, 2015, the Invest Vegas commenced an action in the
Nevada state court seeking to quiet title against any and all
parties, among others, the 21st Mortgage, who might claim an
interest in the subject property.  The Nevada action was ultimately
removed to the United States District Court for the District of
Nevada.  On January 25, 2016, the Nevada District Court granted
21st Mortgage's motion to refer the action to the Bankruptcy Court
to determine whether the extinguishment of 21st Mortgage's security
interest was a violation of the automatic stay.

On August 31, 2016, the Court granted summary judgment in favor of
Invest Vegas through the Memorandum Opinion and Order Denying
Defendant's Motion for Summary Judgment and Granting Plaintiff's
Cross Motion for Summary Judgment and the subsequent entry of the
Judgment Determining HOA Lien Sale Did Not Violate the Automatic
Stay and that the Deed of Trust Owned by 21st Mortgage was
Extinguished Pursuant to Nevada Law on September 20, 2016.

On September 30, 2016, 21st Mortgage moved for the Court to
reconsider its August 31, 2016 Order.

21st Mortgage argued that the Ninth Circuit's August 12, 2016
decision in Bourne Valley Ct. Tr. v. Wells Fargo Bank, NA, 832 F.3d
1154 (9th Cir. 2016), constitutes an intervening change in
controlling case law in the jursidiction where the subject property
is located that requires the Court to reconsider the order.  In
Bourne, the Ninth Circuit held that Nevada Revised Statutes section
116.3116 et seq. is unconstitutional on its face as violative of a
lender's constitutional due process rights under the 14th
Amendment.

Specifically, 21st Mortgage argued that, "[p]ursuant to Bourne, any
lien sale that purports to extinguish a first Deed of Trust is
either void or still subject to the first Deed of Trust," and that
"[i]f under Bourne the HOA Lien Sale was unconstitutional and thus
void ab initio then the first Deed of Trust was never extinguished,
and the [Judgment] must be vacated."

Judge Glenn held that the Bourne decision does not constitute an
intervening change in controlling case law that pertains to the
issue of whether the extinquishment of a security interest that is
property of the estate constitutes a violation of the automatic
stay.  Therefore, the judge concluded that the Bourne decision does
not necessitate the reconsideration of the Court's narrow ruling.

21st Mortgage also asserted that the Court improperly relied on
statements made by the Nevada District Court regarding the
extinguishment of 21st Mortgage's Deed of Trust.  21st Mortgage
argued that the Nevada District Court "did not cite any authority
for the proposition that the first Deed of Trust was extinguished"
and that the Court "should not have interpreted the [Nevada
District Court's] statement as a conclusion of law warranting a
final judgment extinguishing the first Deed of Trust."

Judge Glenn, however, pointed out that, contrary to 21st Mortgage's
assertion, the Nevada District Court plainly recognized that "[t]he
HOA sale was conducted pursuant to [Nevada Revised Statutes
("NRS")] 116.31162, NRS 116.31163, and NRS 116.31164" and that the
Nevada District Court explained that "by enforcing a senior lien
against another piece of property, the HOA extinguished and
rendered valueless the debtor's previously valuable property — a
more junior lien on the subject property."  

21st Mortgage also argued that Invest Vegas has failed to establish
that the HOA Lien Sale was a superpriority lien sale.  

Judge Glenn noted that 21st Mortgage sought to raise the factual
dispute only after the Order and Judgment have been entered, and
pointed out that a motion for reconsideration is not the
appropriate venue for "presenting the case under new theories,
securing a rehearing on the merits.  

21st Mortgage further argued that "[t]his Court exceeded its scope
of review in deciding the ultimate issue of the HOA Lien Sale"
because this "case was remanded strictly on the federal question
with respect to the Automatic Stay."

Judge Glenn clarified that the extinguishment of the deed of trust
was already recognized by the Nevada District Court, and that the
Bankruptcy Court ordered and decreed as much merely reinforced the
provision in the Judgment recognizing that the HOA Lien Sale did
not violate the automatic stay.  In other words, because the lien
sale did not violate the automatic stay, the deed of trust remained
extinguished, and the Bankruptcy Court simply announced as much for
clarity and completeness when ruling on whether the automatic stay
was violated.

Lastly, 21st Mortgage argued that the Court failed to consider case
law cited by the defendant in its briefs.

Judge Glenn held that a motion for reconsideration is not a vehicle
to rehash old arguments.

A full-text copy of Judge Glenn's November 10, 2016 memorandum
opinion and order is available at https://is.gd/rnKegN from
Leagle.com.

Invest Vegas, LLC is represented by:

          Crystal L. Eller, Esq.
          Robert B. Noggle, Esq.
          NOGGLE LAW PLLC
          376 E Warm Springs Rd #140
          Las Vegas, NV 89119
          Tel: (702)450-6300
          Fax: (702)642-9766

            -- and --

          Kenneth A. Reynolds, Esq.
          MCBREEN & KOPKO
          500 North Broadway, Suite 129
          Jericho, NY 11753
          Tel: (516)364-1095
          Fax: (516)364-0612
          Email: kreynolds@mklawnyr.com

21st Mortgage Corporation is represented by:

          Diane Bradshaw, Esq.
          Andrew B. Helfand, Esq.
          HELFAND & HELFAND
          Empire State Building
          350 5th Ave. Suite 5330
          New York, NY 10118
          Tel: (212)599-3303
          Fax: (212)599-3029
          Email: dbradshaw@helfandlaw.com
                 helfandlaw@helfandlaw.com

                    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.


REXNORD: Moody's Affirms B2 Corporate Family Rating
---------------------------------------------------
Moody's Investors Service affirmed Rexnord's B2 Corporate Family
Rating (CFR), and the Probability of Default Rating (PDR) at B2-PD.
The company's senior secured revolver and term loan facility were
assigned a B1 following the amendment to extend the maturities of
the revolver and term loan. The company's Speculative Grade
Liquidity (SGL) rating was affirmed at SGL-1, reflecting the
company's very good liquidity profile. This action follows the
announcement of the company's plan to issue preferred convertible
stock with proceeds partially dedicated to debt repayment. The
ratings outlook remains stable.

Moody's affirms the following ratings:

   Issuer: RBS Global, Inc.

   -- Corporate Family Rating : B2

   -- Probability of Default Rating : B2-PD

   -- Speculative Grade Liquidity Rating SGL-1.

Moody's assigns the following ratings:

   Issuer: RBS Global, Inc

   -- $1.9B 1st Lien Term Loan Due 2023: B1 LGD-3

   -- $265M Sr. Sec Revolver due 2019: B1 LGD-3

Moody's leaves the following ratings unchanged to be withdrawn:

   -- $1.9B 1st Lien Term Loan Due 2020: B2 LGD-3

   -- $265M Sr. Sec Revolver due 2017: B2 LGD-3

Outlook Actions:

   Issuer: RBS Global, Inc

   -- Outlook, Remains Stable

RATINGS RATIONALE

The ratings affirmation reflects our expectation that RBS Global's
high leverage will improve. The rating also benefits from the
company's very good liquidity. Leverage for fiscal 2017 is
anticipated by Moody's to be under 6.0x on a Moody's adjusted basis
after consideration of a $195 million payment on the term loan from
proceeds of the mandatory preferred convertible stock offering.
While we expect slow sales growth at the company's Process and
Motion Control ("PMC") business which constitutes almost 60% of
revenues. The challenging environment in global water and
wastewater infrastructure in the Middle East is expected to push
construction back into 2018 and delay deleveraging. Positively, The
company has good interest coverage, positive free cash flow
generation and is expected to improve margins over the long term.

Moody's affirms the SGL-1 rating which reflects a very good
liquidity profile supported by approximately $395 million in cash
pro forma and no borrowings under its $265 million revolving credit
facility. In addition, there are no meaningful near term
maturities. RBS Global also has a $100 million accounts receivable
securitization facility which was fully available as of December 2,
2016.

The stable ratings outlook reflects the company's cost cutting
initiatives which will lead to increasing margins. After the
transaction, Rexnord will have a stronger liquidity profile with
significant cash and an extended term loan that matures on 2023. In
addition, the outlook also considers the slow and flat revenue
growth in the short term but also the anticipated long term growth
as a result of good geographic and product diversity.

The ratings could be downgraded if the company's revenue declines
by about 10% or if they proceed with another large debt financed
transaction that would result in Debt to EBITDA sustained above
6.0x on a Moody's adjusted basis. Significant deterioration in the
company's liquidity profile could also result in a downgrade.

The ratings could be upgraded if the company continues to reduce
leverage and maintains stable organic revenue growth along with
margin expansion. Sustained Debt to EBITDA below 4.75x, Free Cash
Flow to Debt above 8.0%, and EBITA to Interest above 2.0x would
support an upgrade.

Rexnord Corporation, headquartered in Milwaukee, WI, is publicly
traded and is the holding company of RBS Global, Inc. RBS Global
operates through its wholly-owned subsidiary Rexnord LLC., which is
an industrial company comprised of two business segments: Process
and Motion Control (PMC) (about 60% of revenues) and Water
Management (WM) (about 40% of revenues). The PMC platform designs,
manufactures, markets and services a portfolio of motion control
products, shaft management products, aerospace components, and
related value-added services. The WM platform designs, procures,
manufactures, and markets products that provide and enhance water
quality, safety, flow control and conservation. Revenues for
Rexnord Corporation as of 9/30/16 LTM totaled approximately $1.9
billion.

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


RMPC HABILITATIVE: Unsecureds To Recoup 50% Under Plan
------------------------------------------------------
RMPC Habilitative Services, LLC, filed with the U.S. Bankruptcy
Court for the Western District of Pennsylvania an amended
disclosure statement to accompany the Debtor's plan of
reorganization dated Nov. 26, 2016.

The general unsecured creditors will be paid 50% of their timely
filed unsecured claims unless the creditors selects the option on
the ballot form to receive 100% of their filed claims over a period
of 84 months upon confirmation of the plan.

Funds for plan payments will come from the business each month.

The Amended Disclosure Statement is available at:

          http://bankrupt.com/misc/pawb15-23409-151.pdf

As reported by the Troubled Company Reporter on Oct. 25, 2016, the
Debtor filed with the Court an amended disclosure statement to
accompany the Debtor's plan dated Oct. 15, 2016.  Under that plan,
the general unsecured creditors would be paid 75% of their filed
claims.  

RMPC Habilitative Services, LLC, filed for bankruptcy protection
(Bankr. W.D. Penn. Case No. 15-23409) on Sept. 16, 2015, estimating
its assets at between $50,001 and $100,000 and liabilities at
between $500,001 and $1 million.  Franklin L. Robinson, Jr., Esq.,
serves as the Debtor's bankruptcy counsel.


RMS TITANIC: Asks Court to Approve Cash Use Through March 31
------------------------------------------------------------
RMS Titanic, Inc., and its affiliated debtors ask the U.S.
Bankruptcy Court for the Middle District of Florida for
authorization to use cash collateral through March 31, 2017.

Secured creditors Lang Feng, Haiping Zou, and Jihe Zhang assert
perfected liens on the assets of Obligor Debtors Premier
Exhibitions, Inc., Premier Merchandising, LLC, RMS Titanic, Inc.,
and Premier Exhibitions Management LLC, securing prepetition loans
in the total original principal amount of $3,000,000.

The Obligor Debtors want to use cash collateral for the payment of
their ongoing expenses through the Termination Date.  The Obligor
Debtors also want to use cash collateral to pay for the fees and
expenses incurred by their professionals.

The Debtors contend that while there is an equity cushion in the
Secured Creditors' collateral that is more sufficient than adequate
protection, they will grant the Secured Creditors post-petition
replacement liens against cash collateral to the same extent,
validity and priority as the security interests the Secured
Creditors held as of the Petition Date.

A full-text copy of the Debtor's Motion, dated Dec. 7, 2016, is
available at
http://bankrupt.com/misc/RMSTitanic2016_316bk02230pmg_370.pdf

Lang Feng, Haiping Zou, Jihe Zhang, and High Nature Holdings
Limited are represented by:

          Ari Newman, Esq.
          GREENBERG TRAURIG, P.A.
          333 S.E. 2nd Avenue, Suite 4400
          Miami, FL 33131
          Telephone: (305) 579-0500
          E-mail: newmanar@gtlaw.com

                - and -

          Scott M. Grossman, Esq.
          GREENBERG TRAURIG
          401 East Las Olas Boulevard, Suite 2000
          Fort Lauderdale, FL 33301
          Telephone: (954) 768-5212
          E-mail: grossmansm@gtlaw.com

                About RMS Titanic, Inc.

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 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.


RONALD JAMES BLABER: Expects Ch. 11 Case To Close in January
------------------------------------------------------------
Ronald James Blaber filed with the U.S. Bankruptcy Court for the
Middle District of Tennessee an amended disclosure statement to
accompany the Debtor's plan of reorganization.

The Debtor states that 60 days after the Effective Date of the
plan, the initial plan payments will have been made and, absent
further order. At that time, an appropriate application for a final
decree will be filed, and this case will be closed. The Debtor
anticipates filing the final report and necessary pleadings to
close these proceedings no later than January 15, 2017, absent any
contested disclosure statement and/or confirmation hearing.

Quarterly fees owed to the U.S. Trustee will be paid in full on or
before the plan confirmation date.  The Debtor will continue to
make post-confirmation quarterly fee payment to the U.S. Trustee
until the Plan has been substantially consummated and the case
closed.  Allowed Class 1 Claims will be paid in full within 30 days
following the Effective Date of the Plan.

The Disclosure Statement is available at:

          http://bankrupt.com/misc/tnmb16-02602-87.pdf

As reported by the Troubled Company Reporter on Oct. 3, 2016, the
Debtor filed with the Court a disclosure statement and plan of
reorganization, which called for the payment of certain priority
obligations.  That plan proposed to pay quarterly fees owed to the
U.S. Trustee in full on or before the Confirmation Date; pay claims
for taxes and penalties accorded priority status on a pro rata
basis of the Debtor's disposable income for the next 72 months; and
pay general unsecured claims, aggregating $325,482, on a pro rata
basis during the life of the Plan.

                     About Ronald James Blaber

Ronald James Blaber operates a business known as Volunteer Oil
Service LLC.  The Debtor owns this business and his residence with
his wife.

The Debtor sought bankruptcy protection (Bankr. M.D. Tenn. Case No.
16-02602) on April 13, 2016.  Thomas Larry Edmondson Sr., Esq.,
represents the Debtor.


ROYAL FLUSH: Seeks to Hire C & H Accounting
-------------------------------------------
Royal Flush, Inc. seeks approval from the U.S. Bankruptcy Court for
the Western District of Pennsylvania to hire an accountant.

The Debtor proposes to hire C & H Accounting, LLC to provide
general accounting advice, prepare its tax returns, perform all
necessary bookkeeping, assist in the preparation of reports needed
by the court, and provide other accounting services related to its
Chapter 11 case.

The hourly rate charged by the firm is $50 for accountants and $25
for bookkeepers and clerks.

Michael Tymoczko, a certified public accountant employed with C &
H, disclosed in a court filing that he is a "disinterested person"
as defined in section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Michael W. Tymoczko
     C & H Accounting, LLC
     417 Maplevale Drive
     Pittsburgh, PA 15236
     Phone: (412) 414-4374

                        About Royal Flush

Headquartered in Spring Church, Pennsylvania, Royal Flush, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case
No. 16-23458) on Sept. 15, 2016, estimating its assets and
liabilities at between $1 million and $10 million each. The
petition was signed by Carol A. Swank, secretary/treasurer.

Judge Jeffery A. Deller presides over the case.  Donald R.
Calaiaro, Esq., at Calaiaro Valencik serves as the Debtor's
bankruptcy counsel.

Andrew R. Vara, Acting U.S. Trustee for Region 3, on Oct. 20, 2016,
appointed five creditors of Royal Flush, Inc., to serve on the
official committee of unsecured creditors.  The committee is
represented by Leech Tishman Fuscaldo & Lampl, LLC.


RUE21 INC: S&P Lowers CCR to 'CCC' on Weakened Liquidity
--------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on the
Warrendale, Pa.-based specialty retailer rue21 inc. to 'CCC' from
'B-'.  The outlook is negative.

At the same time, S&P lowered the issue-level rating on the
company's term-loan facility to 'CCC' from 'B-' and the issue-level
rating on the senior unsecured notes to 'CC' from 'CCC'.  S&P's '4'
recovery rating on the term loan reflects its expectation for
average recovery in the event of default, at the low end of the 30%
to 50% range.  S&P's '6' recovery rating on the unsecured notes
reflects its expectation for negligible recovery in the event of
default.

"The downgrade reflects our expectation for continued weak
operating performance and weakened liquidity.  Rue21's fiscal third
quarter results were weak with negative comparable-store sales and
its trailing-12-month adjusted EBITDA margins have fallen nearly
400 basis points year over year because of increased promotional
activity (to attract customer traffic) and sales deleveraging,"
said credit analyst Mathew Christy.  "The weak operating
performance has resulted in significant negative free operating
cash flow through the first nine months of the fiscal year and
meaningful borrowing on its $150 million asset-based lending (ABL)
facility."

The negative ratings outlook reflects S&P's expectation that
operating performance will remain weak, leading to continued
negative free operating cash flow, pressured liquidity, a
potentially unsustainable capital structure, and the possibility
that the company could pursue options for its capital structure,
including a distressed exchange.

S&P could lower its ratings on rue21 if operating performance and
liquidity deteriorate further, such that S&P envision a specific
default scenario over the next six months.  This could arise if
weak operating performance and significant cash burn result in a
substantial draw (90%) on its ABL revolver facility and trigger
fixed-charge covenant, leading S&P to believe that the company
could no longer service its interest obligations going forward.
This could also happen if the company pursues a distressed exchange
of its senior unsecured notes, which currently trade at a
substantial discount.

A positive rating action is unlikely over the next 12 months absent
a significant turnaround in the company's operating performance.
Still, S&P could raise the ratings if comparable-store sales
increased consistently and it expected the company to generate
positive free operating cash flow, leading to improved liquidity.
S&P could also raise the ratings if the company receives a
meaningful equity infusion from its sponsor and result in improved
liquidity.



SALTY DOG: Hearing on Plan Outline Set for Jan. 12
--------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York is
set to hold a hearing on January 12, at 10:30 a.m., to consider
approval of the disclosure statement explaining the Chapter 11 plan
of reorganization of Salty Dog Rest Ltd.

The hearing will take place at the Bankruptcy Court, Courtroom
3585, Brooklyn, New York.

Under the plan, the company designated unsecured claims in Class 4.
These claims consist of Class 4(a) secured priority claims of New
York State Department of Tax and Finance; Class 4(b) general
unsecured trade claims; and Class 4(c) personal injury claims.

NYSDOTF will receive full payment of its claim.  In return, the
agency will release its lien against the company's property.

Holders of Class 4(b) general unsecured trade claims in the total
amount of $128,910 will recover 75% of their claims or $96,683.   

Meanwhile, holders of Class 4(c) personal injury claims will get
1%.  Salty Dog estimates the claims at $120 million, according to
the latest disclosure statement filed on Nov. 17.

A copy of the disclosure statement is available for free at
https://is.gd/Gc9GS9

                      About Salty Dog Rest

Salty Dog Rest, Ltd., has been engaged in business as a sports Bar
and restaurant located at its premises at 7509 Third Avenue,
Brooklyn, New York 11209 since approximately 1997.  

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 16-40679) on Feb. 24, 2016.  The
petition was signed by Robert P. Fadel, president.  The case is
assigned to Judge Elizabeth S. Stong.   On the Petition Date, the
Debtor listed $15,000 in assets and $128,000 in liabilities on its
schedules.

The Debtor is represented by Randall S. D. Jacobs, PLLC.


SBN FOG CAP: Bid to Quash Subpoenas Filed in Wrong Court
--------------------------------------------------------
Judge Thomas B. McNamara of the United States Bankruptcy Court for
the District of Colorado denied in part a motion to quash subpoenas
for Rule 2004 examination in the bankruptcy cases captioned In re:
SBN FOG CAP II LLC, Debtor, Bankruptcy Case No. 16-13815 TBM
(Bankr. D. Colo.) and In re: FOG CAP RETAIL INVESTORS LLC, Debtor,
Bankruptcy Case No. 16-13817 TBM (Bankr. D. Colo.) jointly
administered under Bankruptcy Case No. 16-13815 TBM (Bankr. D.
Colo.).

The Official Committee of Unsecured Creditors filed a "Motion for
Order Authorizing Examination of Fog Cutter Capital Group, Fortress
Investment Group, SBN FCCG LLC, Summitbridge National Investments
LLC, and Summit Investment Management LLC Pursuant to Fed. R.
Bankr. P. 2004.".  The Court granted the 2004 Examination Motion,
specifically authorizing the Committee to "compel attendance of
witnesses and production of documents in the manner prescribed by
Fed. R. Bankr. P. 2004(c) and 9016."

Thereafter, the Committee prepared a subpoena to SBN FCCG LLC and a
separate subpoena to Summitbridge National Investments, LLC.  The
FCCG Subpoena was issued by the "United States Bankruptcy Court for
the District of Colorado" and commanded SBN FCCG LLC to produce
certain documents at "Stevens & Lee, 485 Madison Ave., 20th Floor,
New York, New York 10022."  The Summitbridge Subpoena was issued by
the same Court and also required production of documents at the
same location: "Stevens & Lee, 485 Madison Ave., 20th Floor, New
York, New York 10022."

SBN FCCG LLC and Summitbridge National Investments, LLC contested
the Subpoenas by filing a "Motion to Quash Subpoena[s] for Rule
2004 Examination" with the Bankruptcy Court for the District of
Colorado, presenting a myriad of arguments against the Subpoenas
under Fed. R. Civ. P. 45 and Fed. R. Bankr. P. 2004.

Although neither the Committee nor the movants raised the issue,
Judge McNamara found it apparent that the movants filed the Motion
to Quash in the wrong court.  The judge pointed out that the new
version of Fed. R. Civ. P. 45 mandates that attacks on subpoenas
initially must be prosecuted in "the court for the district where
compliance is required."  Since the subpoenas unequivocally require
compliance in New York, the judge held that the non-parties must
seek relief in that forum because the Colorado court has no
authority to quash subpoenas requiring compliance outside of
Colorado.

Ultimately, while Judge McNamara did not concur that the Colorado
bankruptcy court lacks jurisdiction over the discovery dispute, it
is enough that the court, as the "issuing court" simply is not
authorized by any statute or rule of civil or bankruptcy procedure
to interject itself into a discovery dispute involving the
production of documents where the "place of compliance" is not
within Colorado and the respondents are not the debtors.  Since the
Subpoenas required compliance in New York, Fed. R. Civ. P. 45(d)(3)
mandates that it is the exclusive province of the United States
District Court for the Southern District of New York (or possibly
the United States Bankruptcy Court for the Southern District of New
York) to adjudicate the Motion to Quash or, if appropriate, to
transfer the controversy.

A full-text copy of Judge McNamara's December 8, 2016 opinion and
order is available at http://bankrupt.com/misc/cob16-13815-443.pdf


                       About SBN Fog Cap &
                    Fog Cap Retail Investors

Fog Cutter Capital Group, Inc., as the sole member, formed Fog Cap
Retail Investors LLC on Aug. 20, 2002.  Fog Cap was formed for the
purpose of entering into a portfolio sale agreement dated Sept. 25,
2002, with Foot Locker Retail, Inc., for the purchase of certain
master leases for real property leases which were operated, or
formerly operated as, retail shoe stores.  At that time, Fog Cap's
portfolio was managed by Egelhoff Property Advisors LLC.

SBN Fog Cap II LLC, based in Denver, Colorado, filed a Chapter 11
petition (Bankr. D. Colo. Case No. 16-13815) on April 20, 2016.  In
its petition, SBN Fog Cap estimated $1 million to $10 million in
assets and $100,000 to $500,000 in liabilities.

Fog Cap Retail Investors LLC, also based in Denver, filed a
separate Chapter 11 petition (Bankr. D. Colo. Case No. 16-13817) on
April 20, 2016.  It estimated $1 million to $10 million in both
assets and liabilities.

Both petitions were signed by Steven C. Petrie, chief executive
officer.  

The cases were jointly administered pursuant to an Order of the
bankruptcy Court dated June 2, 2016.  The Hon. Thomas B. McNamara
presides over the cases. James T. Markus, Esq., at Markus Williams
Young & Simmermann LLC, serves as counsel to the Debtors.

On May 25, 2016, the Unsecured Creditors' Committee was formed by
the U.S. Trustee in the case of Fog Cap Retail Investors LLC only.


SINGLETON CREEK: Seeks to Hire Douglas Jacobson as Legal Counsel
----------------------------------------------------------------
Singleton Creek, Inc. seeks approval from the U.S. Bankruptcy Court
for the Northern District of Georgia to hire legal counsel.

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

The firm's partners and paraprofessionals will be paid $300 per
hour and $75 per hour, respectively.

Douglas Jacobson, 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:

     Douglas Jacobson, Esq.
     Law Offices of Douglas Jacobson, LLC
     2450 Atlanta Highway, Suite 803
     Cumming, GA 30040
     Phone: (770) 887-3700
     Email: douglas@douglasjacobsonlaw.com

                     About Singleton Creek

Singleton Creek, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N. D. Ga. Case No. 16-71772) on December 5,
2016.  The petition was signed by Hoke S. Randall, III, president.


At the time of the filing, the Debtor disclosed $5.02 million in
assets and $3.54 million in liabilities.


SIRGOLD INC: U.S. Trustee Forms 5-Member Committee
--------------------------------------------------
William Harrington, the U.S. trustee for Region 2, on Dec. 8
appointed five creditors of Sirgold, Inc., to serve on the official
committee of unsecured creditors.

The committee members are:

     (1) Sambhav Inc
         300 Winston Dr., Apt 819
         Cliffside Park, NJ 07010
         Attn: Samir Parikh
         Phone: (646) 427-5418

     (2) Saumil Diam, LLC
         15 West 47th Street, #1707
         New York, NY 10036
         Attn: Mitesh Kothari
         Phone: (212) 575-3655

     (3) SA Diamonds, Inc.
         22 West 48th Street, #400
         New York, NY 10036
         Attn: Sunil Doshi
         Phone: (212) 354-4230

     (4) JKS Diamonds, Inc.
         15 West 47th St., #1200
         New York, NY 10036
         Attn: Jinesh Shah
         Phone: (212) 221-3223

     (5) Diasqua Inc.
         62 West 47th Street, Suite 902
         New York, NY 10036
         Attn: Parin Shah
         Phone: (212) 768-2777

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.

                       About Sirgold Inc.

Sirgold, Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 16-12963) on October 21, 2016.  The
case is assigned to Judge Shelley C. Chapman.


SIRIUS INTERNATIONAL: Fitch Affirms 'BB+' Rating on $250MM Shares
-----------------------------------------------------------------
Fitch Ratings has affirmed Sirius International Group, Ltd.'s
(Sirius) Long-Term Issuer Default Rating (IDR) at 'BBB' and senior
debt rating at 'BBB-'.  Additionally, Fitch has affirmed the
Insurer Financial Strength (IFS) ratings of Sirius' operating
subsidiaries at 'A-' and published Sirius Bermuda Insurance Company
Ltd.'s IFS of 'A-'.  The Rating Outlook is Stable.

                        KEY RATING DRIVERS

Fitch's rating rationale for the affirmation of Sirius' ratings
reflects the company's established reinsurance franchise, solid
earnings, low financial leverage and very strong capitalization.
These positive factors are partially offset by CMIG's ownership,
Sirius' more moderate business profile, low fixed charge coverage
and Fitch's negative sector outlook on global reinsurance.

Fitch considers Sirius to have a moderate business profile with net
premiums written of $847.6 million in 2015 and GAAP shareholders'
equity of $2.2 billion at Sept. 30, 2016.  Although Sirius is
relatively small compared to most reinsurers, Fitch views the
company as having a strong and established reinsurance franchise
(formed in 1945), with a diversified platform of non-life
(re)insurance business.

Profitability is very strong, characterized by low and stable
combined and operating ratios and high net returns on average
common equity, with the most recent five-year averages (2011 -
2015) at 86.7%, 80.6% and 14.2%, respectfully.  Sirius posted a
GAAP combined ratio of 96.2% for the first nine months of 2016,
which included 11.8 points for catastrophe losses, mainly due to
the Fort McMurray, Alberta Canada wildfires and the Ecuador
earthquake.  This compares to 85.1% in 2015, which included a lower
2.5 points of catastrophe losses.  Sirius does not expect fourth
quarter 2016 losses from Hurricane Matthew to be material to its
overall financial condition.

Fitch views Sirius' ownership by China Minsheng Investment Corp.,
Ltd. (CMIG), a private investment company founded in May 2014,
since April 2016 as less strategic than that of its previous owner
White Mountains Insurance Group, Ltd. (Long-Term IDR rated 'BBB+'),
with a lower level of credit quality and by a company with a
limited track record.  This creates added uncertainties with
respect to Sirius' business and operating profile until there is a
period of seasoning under CMIG ownership.  Sirius' ratings reflect
a one notch adjustment lower due to ownership concerns. Fitch
expects that CMIG will maintain a conservative dividend policy with
respect to Sirius, preferring to allow capital to grow to support
opportunistically expanding the (re)insurance platform.

Sirius' financial leverage ratio continues to be modest at 13.6% at
Sept. 30, 2016, down slightly from 14.1% at Dec. 31, 2015, due to a
2% increase in total shareholders' equity.  In October 2016, Sirius
issued $400 million of 4.6% senior notes due Nov. 1, 2026. The
company expects to use the net proceeds from the offering to
refinance by year-end 2016 its $389.7 million of senior notes due
March 20, 2017.  As such, Sirius' financial leverage ratio should
remain unchanged following the refinancing.  GAAP fixed charge
coverage (excluding net realized and unrealized investment gains
and losses) has been weak in recent years, averaging a low 3.9x
from 2011 - 2015, although statutory fixed charge coverage was an
extremely strong 14x for 2016.

Sirius' ratings also reflect Fitch's negative sector outlook on
global reinsurance as the sector's fundamentals have deteriorated
with declining premium pricing and weakening of terms and
conditions, thus limiting organic growth potential.  The continued
soft market, combined with low investment yields, are promoting
adverse profit fundamentals as record capitalization levels drive a
heightened competitive reinsurance market environment.

                        RATING SENSITIVITIES

The key rating triggers that could lead to an upgrade include
seasoning of ownership by CMIG without any adverse consequences or
perceived weakening in CMIG's credit profile; and improvement in
business profile while continuing to produce favorable operating
results in the challenging reinsurance environment.

The key rating triggers that could lead to a downgrade include:
--Deterioration in reinsurance sector fundamentals or consolidation
in the reinsurance landscape that Fitch views as weakening Sirius'
competitive position;

   -- Business profile or overall profitability;

   -- Sustained combined ratios above 104% or operating ratios
       above 96%;

   -- Sizable deterioration in capitalization;

   -- Significant changes to the operating profile or investment
      portfolio that increases risk or reduces liquidity; or

   -- A financial leverage ratio maintained above 32%.

FULL LIST OF RATING ACTIONS

Fitch affirms these ratings with a Stable Outlook:

Sirius International Group, Ltd.

   -- Long-Term IDR at 'BBB';
   -- $400 million 4.6% senior notes due Nov. 1, 2026 at 'BBB-';
   -- $390 million 6.375% senior notes due March 20, 2017 at
      'BBB-';
   -- $250 million non-cumulative perpetual preference shares at
      'BB+'.

Sirius International Insurance Corporation

Sirius America Insurance Company

   -- Insurer Financial Strength at 'A-'.

Fitch publishes this rating with a Stable Outlook:

Sirius Bermuda Insurance Company Ltd.

   -- Insurer Financial Strength 'A-'.



SLAYTON FAMILY: Court Allows Cash Collateral Use on Interim Basis
-----------------------------------------------------------------
Judge Karen K. Specie of the U.S. Bankruptcy Court for the Northern
District of Florida authorized Slayton Family Beef O'Bradys LLC to
use Quick Capital, LLC's cash collateral on an interim basis.

Judge Specie authorized the Debtor's continued use of the existing
prepetition credit card servicing agreement with provider Quick
Capital, subject to a reduction in all fees charged by the provider
to no more than five percent of the daily gross credit card sale
transactions of the Debtor.

Quick Capital is granted a postpetition security interest in the
Debtor's post-petition credit card transactions until further Order
of the Court.

A full-text copy of the Interim Order, dated Dec. 7, 2016, is
available at
http://bankrupt.com/misc/SlaytonFamily2016_1640484kks_30.pdf

             About Slayton Family Beef O'Bradys LLC

Slayton Family Beef O' Bradys LLC filed a Chapter 11 petition
(Bankr. N.D. Fla. Case No. 16-40484) on Nov. 7, 2016.  The petition
was signed by Harold D. Slayton, manager.  The Debtor is
represented by Robert C. Bruner, Esq., at Robert C. Bruner,
attorney.  The Debtor estimated assets at $0 to $50,000 and
liabilities at $50,001 to $100,000 at the time of the filing.


SMITHFIELD FOODS: Moody's Affirms Ba2 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 Corporate Family Rating
(CFR), Ba2-PD Probability of Default Rating, and SGL-1 Speculative
Grade Liquidity rating of Smithfield Foods, Inc. ("Smithfield").
This follows the guarantee of all of Smithfield's existing senior
unsecured notes by parent company WH Group (Issuer Rating of
Baa2/stable). As a result of the parent guarantee, the senior
unsecured debt instrument ratings have been upgraded to Baa2 from
Ba3. This reflects the credit enhancement provided by the higher
rated parent guarantor. The rating outlook on all of Smithfield's
debt is stable.

On December 7, 2016, WH Group entered into parent guarantees of
Smithfield's $1.9 billion of senior unsecured notes. The guarantees
of these debt obligations did not affect WH Group's Issuer Rating.
As result, Moody's now rates the guaranteed Smithfield debt
instruments the same as WH Group's Baa2 Issuer Rating.

RATINGS RATIONALE

Smithfield's Ba2 Corporate Family Rating reflects its modest
financial leverage and relatively stable operating performance
taking into consideration its high exposure to highly volatile
input prices. The company's single-protein concentration and high
exposure to commodity-like product sales (about 50% of total sales)
are balanced against Smithfield's large scale and its global
leadership in hog production, fresh pork, and value-added packaged
pork products.

WH Group's Baa2 Issuer Rating reflects its large operating scale,
the holding company's standalone credit strength, its vertically
integrated business model and geographical diversification. The
Baa2 rating is also supported by the company's steady cash flow
growth and track record of debt reduction and financial prudence.
On the other hand, the rating is constrained by food safety risks
and volatility associated with the commodity protein processing
industry, and more specifically WH Group's single protein focus in
pork.

Moody's has taken the following rating actions:

Smithfield Foods Inc. and its subsidiaries:

Ratings affirmed:

   -- Corporate Family Rating at Ba2;

   -- Probability of Default Rating at Ba2-PD;

   -- Speculative Grade Liquidity Rating at SGL-1.

Ratings upgraded:

   -- $445 million 7.75% guaranteed senior unsecured notes due
      July 2017 to Baa2 from Ba3 (LGD 4);

   -- $201 million 5.250% guaranteed senior unsecured notes due
      August 2018 to Baa2 from Ba3 (LGD 4);

   -- $355 million 5.875% guaranteed senior unsecured notes due
      August 2021 to Baa2 from Ba3 (LGD 4);

   -- $889 million 6.625% guaranteed senior unsecured notes due
      August 2022 to Baa2 from Ba3 (LGD 4).

The rating outlook is stable.

Prior to recieving the parent guarantees, the senior unsecured
notes were rated one notch below the CFR due to the higher priority
rank of a $1.025 billion inventory-backed liquidity facility and a
$275 million accounts receivable securitization facility that
Moody's does not rate.

Since the 2013 leveraged merger with Hong Kong based WH Group,
Smithfield has repaid over $1 billion of debt through solid
earnings and internal cash generation. Earnings growth has been
largely derived from market share gains and increased volumes in
both US packaged meat sales and increased exports to China.

While both domestic and export demand for US pork should remain in
balance with supply in the near term, the potential for
over-expansion of US hog supply remains a key concern. Low feed
prices and expanding slaughter capacity driven by rising US pork
exports have pushed hog production to record levels this year. This
has depressed US hog prices over the past 18 months and resulted in
heavy operating losses for US hog producers, including in
Smithfield's hog operations.

Based on Moody's expectation for continued overall growth in U.S.
hog supplies in anticipation of future processing capacity
expansion, the rating agency expects that losses in Smithfield's
hog production segment will continue for the foreseeable future.
However, in recent years, losses in Smithfield's hog production
segment have been fully offset by earnings in its expanding fresh
pork business, which includes its growing pork exports. In
addition, the falling hog values have translated into lower input
costs for its highest margin packaged meats segment that is
generating record sales and over 70% of total operating profits.
Thus, as long as the hog production and fresh pork segments are at
least break-even on a combined basis, Smithfield should continue to
grow earnings and cash flow.

The stable outlook reflects Moody's expectation that Smithfield
will maintain solid credit metrics and relatively stable operating
performance.

An upgrade to the Corporate Family Rating could occur if Moody's
expects that Smithfield is likely sustain debt/EBITDA below 2.0x.
In addition, the company would need to establish a track record of
overall earnings stability before an upgrade would be considered.
The rating could be downgraded if debt/EBITDA is sustained above
3.0x. Other events that could trigger a downgrade are partly out of
the company's control, including trade disruptions in key export
markets, a disease outbreak or a major oversupply condition.

The principal methodology used in these ratings was Global Protein
and Agriculture Industry published in May 2013.

Smithfield Foods, Inc., headquartered in Smithfield, Virginia, is
the world's largest pork producer and processor. Revenue for fiscal
year 2015 was approximately $14 billion. Hong Kong-based parent
company, WH Group (formerly, Shuanghui International Holdings Ltd),
is an investment holding company that also controls the largest
poultry producer in China (Henan Shuanghui Investment & Development
Co., Ltd).


SOUTHERN TAN: Asks Court to Approve Use of IRS Cash Collateral
--------------------------------------------------------------
Southern Tan, Inc., asks the U.S. Bankruptcy Court for the District
of Kansas for authorization to use cash collateral.

The Debtor's proposed Budget covers the months of January 2017
through July 2017.  The Budget provides for total expenses in the
amount of $58,420 for January 2017, $64,057 for February 2017,
$71,070 for March 2017, $74,405 for April 2017, $66,303 for May
2017, $64,839 for June 2017, and $64,229 for July 2017.

The Debtor believes that it is indebted to the Internal Revenue
Service pursuant to a filed lien.  The Debtor relates that while it
has not fully analyzed the IRS liens, it does believe the IRS holds
a duly perfected lien on the Debtor's accounts receivable.

The Debtor proposes to provide the  IRS with a replacement lien in
post-petition accounts receivable in an amount equal to but not to
exceed the cash collateral used and to the extent that use of cash
collateral results in any decrease in the aggregate value of the
IRS’s liens on Debtor’s property on the Petition Date.

A full-text copy of the Debtor's Motion, dated Dec. 7, 2016, is
available at
http://bankrupt.com/misc/SouthernTan2016_1622397_2.pdf

                  About Southern Tan, Inc.

Southern Tan, Inc., filed a chapter 11 petition (Bankr. D. Kan.
Case No. 16-22397-rdb) on December 6, 2016.  The Debtor is
represented by Colin N. Gotham, Esq., at Evans & Mullinix, P.A.

The Debtor operates three tanning salons within the Kansas City
area.


SPECTRUM HEALTHCARE: Use of Cash Collateral on Interim Basis OK
---------------------------------------------------------------
Judge James J. Tancredi of the U.S. Bankruptcy Court for the
District of Connecticut authorized Spectrum Healthcare LLC and its
affiliated debtors to use cash collateral on an interim basis.

MidCap Funding IV LLC, CCP Finance I, LLC, CCP Park Place, 7541 LLC
and CCP Torrington 7542 LLC, also known as the CCP Landlords,
Midland States Bank the Secretary of Housing and Urban Development,
and the State of Connecticut Department of Revenue Services, or the
DRS, all have interests in the cash collateral.

The Spectrum Borrowers, consisting of all the Debtors, except
Spectrum Healthcare Derby, LLC, owe Midcap Funding $4,073,230 for
Debtors Spectrum Healthcare, LLC, Spectrum Healthcare Hartford,
LLC, and Spectrum Healthcare Torrington, LLC, and $2,211,198 for
Debtor Spectrum Healthcare Manchester, LLC, as of the Petition
Date.  Debtor Spectrum Healthcare Derby, LLC, is indebted to Midcap
Funding in the amount of $1,244,879 as of the Petition Date.

The Spectrum Tenants, consisting of Spectrum Healthcare Hartford
and Spectrum Healthcare Torrington, leased from the CCP Landlords,
consisting of  CCP Park Place, 7541 LLC and CCP Torrington 7542
LLC, two skilled nursing facilities from which they operate their
business.  The Spectrum Tenants granted the CCP Landlords a
security interest in Tenant Property and the products and proceeds
thereof.  

The Spectrum Tenants are indebted to CCP Finance I, LLC pursuant to
a promissory note in the original principal amount of $900,000.
CCP Finance 1 was granted a security interest in substantially all
the assets of the Spectrum Tenants.  The Spectrum Tenants owe CCP
Finance I approximately $825,000 as of the Petition Date.

The DRS asserts a statutory right to set off the Debtors' unpaid
prepetition provider taxes against the Debtors' prepetition
Medicaid Receivables.

Judge Tancredi acknowledged that the Debtors have an immediate need
to use Cash Collateral in order to permit, among other tasks, the
orderly continuation of the operation of their businesses, to
minimize the disruption of their business operations, and to manage
and preserve the assets of their estates.

The approved consolidated Budget provides for total expenses in the
amount of $1,320,214 for December 4, 2016 to December 10, 2016,
$755,714 for December 11, 2016 to December 17, 2016, and $760,714
for December 18, 2016 to December 24, 2016.

The Secured Parties were granted replacement liens on the
Collection Accounts and the debtor-in-possession accounts of the
Debtors, subject to Exclusion and Carve-Out.

The Secured Parties were also granted, subject to the Exclusion and
Carve-Out, an additional replacement lien in Cash Collateral,
Accounts including health-care insurance receivables and
governmental healthcare receivables and all proceeds thereof
whether deposited in the Collections Accounts, any payment account
or elsewhere, and other collateral in which each of the Secured
Parties held a security interest pre-petition.

The Debtors were directed to make weekly payments of $10,000 to
MidCap Funding, as well as remit certain workers' compensation
insurance refund due in February 2017 to MidCap Funding.

The Carve-Out consists of payment for the Debtors' professional
fees in the amount of $70,000 and for payment of the professionals
of any Committee appointed in the Bankruptcy Cases in the amount of
$40,000.  

Judge Tancredi held that any replacement lien granted is
subordinate to any fees due to the U.S. Trustee and the costs due
the Clerk of Court.

A further hearing on the Debtors' Motion is scheduled on December
21, 2016 at 10:00 a.m.

A full-text copy of the Order, dated December 7, 2016, is available
at http://bankrupt.com/misc/SpectrumHealthcare2016_1621635_190.pdf

                   About Spectrum Healthcare LLC

Spectrum Healthcare, LLC and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case Nos.
16-21635 to 16-21639) on October 6, 2016.  The petitions were
signed by Sean Murphy, chief financial officer.

The Debtors are represented by Elizabeth J. Austin, Esq., Irve J.
Goldman, Esq., and Jessica Grossarth, Esq., at Pullman & Comley,
LLC.  Blum, Shapiro & Co., P.C. serves as their accountant and
financial advisor.

At the time of filing, the Debtors estimated their assets and
liabilities at:

                                          Total        Estimated
                                          Assets      Liabilities
                                        ----------    -----------
Spectrum Healthcare                      $282,369      $500K-$1M
Spectrum Healthcare Derby               $2,068,467      $1M-$10M
Spectrum Healthcare Hartford            $4,188,568        N/A
Spectrum Healthcare Manchester, LLC     $2,729,410        N/A
Spectrum Healthcare Torrington, LLC     $3,321,626        N/A

Spectrum Healthcare and its affiliates previously filed Chapter 11
petitions (Bankr. D. Conn. Case No. 12-22206) on Sept. 10, 2012.


STONE OAK: Court Dismisses Ch. 11 Case
--------------------------------------
Judge Mary Ann Whipple of the United States Bankruptcy Court for
the Northern District of Ohio, Western Division granted the United
States Trustee's motion to dismiss the Chapter 11 case of Stone Oak
Investment, LLC, Debtor, Case No. 15-30316 (Bankr. N.D. Ohio).

The United States Trustee's motion was premised largely on Stone
Oak Investment, LLC's inability to propose a confirmable plan and
the absence of a reasonable likelihood of its reorganization.

Previously, on November 28, 2016, the court entered an order
denying Stone Oak's motion for cramdown and for confirmation of its
proposed Amended Chapter 11 Plan.  The court held that Stone Oak
failed to show that its proposed plan is feasible .

Judge Whipple found that no further process of disclosure and plan
amendment is justified at this point, and that Stone Oak lacks a
reasonable ability to propose a feasible reorganization or
liquidation plan.  The judge concluded that cause exists under 11
U.S.C. section 1112(b)(1) which states that "on request of a party
in interest, and after notice and a hearing, the court shall
convert a case under this chapter to a case under chapter 7 or
dismiss a case under this chapter, whichever is in the best
interests of creditors and the estate, for cause. . ."

Judge Whipple also concluded that, given the nature of Stone Oak's
assets, the limited number of creditors in the case, and the
agreements entered into by Stone Oak and its principal with Farmers
& Merchants State Bank and the Lucas County Treasurer for payment
of the debts owed to those two creditors, no identified purpose
would be served by conversion of the case to Chapter 7 and
appointment of a trustee.

Thus, Judge Whipple found that dismissal, rather than conversion to
Chapter 7, is in the best interests of creditors and the estate.

A full-text copy of Judge Sontchi's November 15, 2016 opinion is
available at http://bankrupt.com/misc/ohnb15-30316-129.pdf

The bankruptcy case is Stone Oak Investment, LLC, Case No.
15-30316
(Bankr. D. Ohio).


SUNOPTA FOODS: Moody's Assigns B3 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service assigned ratings to SunOpta Foods Inc.,
consisting of a B3 corporate family rating (CFR), B3-PD probability
of default rating, Caa1 rating to its second lien notes, and SGL-3
speculative grade liquidity rating. The ratings outlook is stable.
Moody's had originally rated SunOpta in September, 2015, but the
ratings were withdrawn shortly thereafter, as the proposed debt was
not issued at that time.

Ratings Assigned:

   -- Corporate Family Rating, B3

   -- Probability of Default Rating, B3-PD

   -- US$231 million Second Lien Notes due 2022, Caa1 (LGD5)

   -- Speculative Grade Liquidity, SGL-3

Outlook:

   -- Assigned as Stable

RATINGS RATIONALE

SunOpta's B3 CFR primarily reflects its operational
underperformance and execution risks of bringing leverage (adjusted
Debt/EBITDA) down towards 5x through the next 12 to 18 months from
6x currently (pro forma for the investment by private equity firm,
Oaktree Capital Management), together with strategic uncertainties
as Oaktree, a minority investor, is actively involved in the
management of the company while the company searches for a new CEO.
As well, the rating considers the company's exposure to raw
material price volatility, weak margins and potential for food
safety recalls and liability claims. These factors are mitigated by
the company's good positions in the private label organic and
non-genetically modified (non-GMO) food and beverage categories and
attractive long-term sector growth prospects. The rating presumes
the company will improve its operational performance and grow
EBITDA modestly.

SunOpta has adequate liquidity (SGL-3), supported by cash of $2
million at Q3/2016 (October 2016), Moody's expectation for annual
free cash flow of at least $10 million and $105 million of
availability under its $350 million ABL facility due February 2021.
SunOpta is not subject to any financial maintenance covenant unless
its availability falls below a certain threshold, when it will have
to comply with a minimum fixed charge coverage ratio of 1x. Moody's
does not expect this covenant to be restrictive through the next 4
to 6 quarters. SunOpta has some flexibility to generate liquidity
from asset sales.

The stable outlook reflects expectations that the company will
likely overcome its operational challenges, improve profitability
and reduce leverage towards 5x through the next 12 to 18 months.

A rating upgrade to B2 would require SunOpta to successfully
complete its operational realignment and sustain Debt/EBITDA below
5x (pro forma 6x) and EBIT/Interest above 2x (pro forma 1.5x). A
rating downgrade to Caa1 could occur if the company's poor
execution continues, if liquidity position worsens, likely due to
negative free cash flow generation for an extended period, or if
Debt/EBITDA was sustained above 7x and EBIT/Interest below 1x.

The principal methodology used in these ratings was "Global
Packaged Goods" published in June 2013.

SunOpta Foods Inc., headquartered in Mississauga, Ontario, Canada,
is focused on both procuring and processing non-genetically
modified and organic ingredients from global sources and
manufacturing healthy packaged beverages, fruit and snacks,
primarily in the US. Revenue for the last twelve months ended Oct
1, 2016 was about $1.4 billion.


SUTTON LUMBER: Seeks to Hire Marsh Risk as Appraiser
----------------------------------------------------
Sutton Lumber Co., Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Georgia to hire an appraiser.

The Debtor proposes to hire Marsh Risk Consulting, Valuation
Services Practice to conduct an appraisal of its machinery and
equipment used to operate its plant in Tennga, Georgia.

The firm will receive a flat fee of $9,500, and reimbursement of
work-related expenses.

Jeff Stemple, an appraiser employed with Marsh Risk, disclosed in a
court filing that he is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.

Marsh Risk can be reached through:

     Jeff Stemple
     Marsh Risk Consulting
     Valuation Services Practice
     3560 Lenox Road, Suite 2400
     Atlanta, GA 30326

The Debtor is represented by:

     Leslie M. Pineyro, Esq.
     Jones & Walden, LLC
     21 Eighth Street, NE
     Atlanta, Georgia 30309
     Tel: (404) 564-9300
     Fax: (404) 564-9301
     Email: lpineyro@joneswalden.com
    
                     About Sutton Lumber Co.

Headquartered in Tennga, Georgia, Sutton Lumber Co., Inc., filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No.
16-40233) on Feb. 1, 2016, estimating its assets at up to $50,000
and its liabilities at between $1 million and $10 million.  The
petition was signed by Harold Sutton, president.

The Debtor operates a sawmill, planning mill, chip mill and power
plant located on its property.  The Debtor is owned by Harold
Sutton and Doyle Sutton.

Judge Paul W. Bonapfel presides over the case.  Leslie M. Pineyro,
Esq., at Jones And Walden, LLC, serves as the Debtor's bankruptcy
counsel.


SWING HOUSE: Can Use Cash Collateral on Final Basis Until Feb. 11
-----------------------------------------------------------------
Judge Robert N. Kwan of the U.S. Bankruptcy Court for the Central
District of California authorized Swing House Rehearsal and
Recording, Inc. to use cash collateral on a final basis.

The Debtor was authorized to use cash collateral to pay expenses of
approximately $518,760, as set forth in the Budget, through and
including February 11, 2017.

Judge Kwan also approved the replacement liens and administrative
claims, as well as the professional fee carve-out for the
professionals retained by the Debtor, as set forth in the cash
collateral stipulation.

A full-text copy of the Final Order, dated December 6, 2016, is
available at https://is.gd/fMGFAV

                         About Swing House Rehearsal

Swing House Rehearsal and Recording, Inc. dba Swing House Studios
filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-24758),
on November 8, 2016.  The petition was signed by Philip Jaurigui,
president and secretary.  The case is assigned to Judge Robert N.
Kwan.  The Debtor is represented by Kurt Ramlo, Esq. and Jeffrey S.
Kwong, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P.  At the
time of filing, the Debtor estimated $1 million to $10 million in
both assets and liabilities.


TCR III INC: PCO Files Report on Amerisist of Manassas Facility
---------------------------------------------------------------
Arthur E Peabody, Jr., the Patient Care Ombudsman for TCR III,
Inc., et al., has filed a report following a review on December 2,
2016, at the Debtor's assisted living facility located in Manassas,
Virginia, commonly called as the Amerisist of Manassas.

The PCO pointed out that the Amerisist of Manassas had a system of
care in place that was affording adequate care to residents and
protecting them from undue risks to their personal safety.

Moreover, the PCO noted that the staffing appears to be adequate
and that there was no evidence that adequate medical professionals
were not made available to residents. Also, the PCO added that with
regard to the resident safety and care, there is no evidence that
appropriate professional judgment was not exercised by the facility
staff in the circumstances.

As regards hospitalization, the PCO observed that there is no
evidence indicative of a lack of timely attention or inadequate
care that would have contributed to a resident's deteriorating
condition or any subsequent need for re-hospitalization.  The PCO
also reported that appropriate standards of documentation were met
or exceeded in every case in the use of medication and medication
administration.  In fact, the PCO noted that there were no
discrepancies found in the review of the Medication Administration
Records (MARS).

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

         http://bankrupt.com/misc/vaeb16-14162-237.pdf

TCR III, Inc. (f/k/a America House One, Inc.) (the "Manassas"
location); TCR IV, Inc. (f/k/a America House Two, Inc.) (the
"Orange" location); TCR V, Inc. (f/k/a America House Three, Inc.)
(the "Stephens City" location); TCR VI, Inc.; and America House
Assisted Living of Front Royal, L.L.C. (the "Front Royal"
location), filed separate Chapter 11 bankruptcy petitions (Bankr.
E.D. Va. Case Nos. 15-14162, 15-14163, 15-14165, 15-14168 and
15-14169) on Nov. 24, 2015.  The Debtors operate senior care
facilities. The Hon. Brian F. Kenney presides over the cases.
Lawyers at Sands Anderson PC, serve as counsel to the Debtors.

TCR III estimated $1 million to $10 million in both assets and
liabilities. The petitions were signed by Charles V. Rice,
president.


TERVITA CORP: S&P Raises CCR to 'B-' on Restructuring Approval
--------------------------------------------------------------
S&P Global Ratings said it raised its long-term corporate credit
rating on Calgary, Alta.-based Tervita Corp. to 'B-' from 'D'
(default).  The outlook is stable.

At the same time, S&P Global Ratings assigned its 'B-' issue-level
rating to the US$360 million 7.625% second-lien notes that Tervita
Escrow Corp. is issuing.  The recovery rating on the debt is '3',
indicating S&P's expectation of meaningful (50%-70%; upper half of
the range) recovery under its simulated default scenario.  In
addition, S&P's existing '3' and '6' recovery ratings on Tervita's
previous secured and senior unsecured debt, respectively, and the
'D' ratings on these notes will remain in place until Tervita
completes its restructuring plan.  S&P Global Ratings will then
withdraw its recovery and debt issue ratings on these notes.

"The upgrade follows the company receiving court approval for its
debt restructuring plan," said S&P Global Ratings credit analyst
Michelle Dathorne.

S&P's assessment of Tervita's credit quality focuses on the
company's prospective business risk and financial risk profiles,
which will be characterized by Tervita's narrowed operating focus
on its most profitable business segments, improved cost management,
and a dramatically reduced leverage position.  Although S&P expects
the company will be able to generate sufficient cash flow to meet
all its forecast spending obligations, S&P estimates Tervita's cash
flow metrics will remain consistent with a highly leveraged
financial risk profile, due to the company's materially reduced
absolute forecast cash flow generation relative to S&P's fully
adjusted estimated gross debt for 2017 and 2018.

The ratings on Tervita reflect S&P Global Ratings' opinion of the
company's position as an environmental services provider in the
western Canada Sedimentary Basin, limited competitive advantage in
the Canadian oilfield services (OFS) sector, and projected cash
flow metrics that S&P expects will remain commensurate with a
highly leveraged financial risk profile.  S&P estimates
weighted-average 2017-2018 funds from operations (FFO)-to-debt
ratio remaining in the 8%-12% range.  The company's reduced pro
forma fixed costs and forecast cash flow generation, which should
enable Tervita to fund all spending obligations with internally
generated cash flow, partially offset these credit weaknesses.

The stable outlook reflects S&P Global Ratings' expectation that
Tervita, with its focus on higher-margin businesses and
significantly reduced fixed costs, should be able to generate
sufficient cash flow to internally fund all operating and fixed
charge obligations.  Based on S&P's estimated cash flow generation
in 2017 and 2018, relative to its forecast, pro forma, fully
adjusted debt for the company, S&P estimates Tervita's fully
adjusted FFO-to-debt ratio will be in the 8%-12% range during S&P's
12-month outlook period.

S&P would lower the rating if the company's two-year (2017-2018),
weighted-average FFO-to-debt ratio falls below 6%, and S&P expected
the ratio would consistently remain below this level.  S&P believes
this could occur if Tervita dramatically increases its gross debt
without an offsetting increase in FFO generation.  A downgrade
could also occur if the company's liquidity position deteriorates
such that Tervita would no longer be able to meet its
fixed charge obligations.

Assuming the company's scope of operations and overall business
risk profile do not change, S&P could raise the rating if Tervita
is able to strengthen its weighted-average FFO-to-debt ratio above
20%, and maintain the ratio above this level consistently.  Based
on S&P's expectations for industry activity during the outlook
period, it believes an upgrade is unlikely to occur during the
upcoming 12 months.



TIHI RESTAURANT: Seeks to Hire Tischler as Legal Counsel
--------------------------------------------------------
Tihi Restaurant Corp. seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to hire legal counsel in
connection with its Chapter 11 case.

The Debtor proposes to hire The Law Offices of Perry Ian Tischler,
P.C. to give legal advice regarding its duties under the Bankruptcy
Code, assist in the preparation of a bankruptcy plan, review
claims, and provide other legal services.

Tischler will be paid an hourly rate of $300 for its services.

Perry Ian Tischler, 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:

     Perry Ian Tischler, Esq.
     Law Offices of Perry Ian Tischler, P.C.
     38-39 Bell Boulevard, Suite #203
     Bayside, NY 11361
     Phone: (718) 229-5390
     Email: perryiantischleresq@gmail.com

                  About Tihi Restaurant Corp.

Tihi Restaurant Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-12912) on October 17,
2016.    

At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $100,000.


TOWNSIDE CONSTRUCTION: Disclosures Conditionally Approved
---------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia has
conditionally approved Townside Construction, Inc., and Landmark
Properties, Inc.'s disclosure statement filed on Nov. 18, 2016,
referring to the Debtor's plan of reorganization.

The hearing on final approval of the Disclosure Statement is
scheduled for Dec. 22, 2016, at 11:00 a.m.

Dec. 19 is the last day for filing written objections to the
Disclosure Statement, written objections to confirmation of the
Plan, and written acceptances or rejections of the Plan.

The Debtors are represented by:

     Andrew S. Goldstein, Esq.
     Garren R. Laymon, Esq.
     MAGEE GOLDSTEIN LASKY & SAYERS, P.C.
     P.O. Box 404
     Roanoke, VA 24003-0404
     Tel: (540) 343-9800
     Fax: (540) 343-9898
     E-mail: agoldstein@mglspc.com
             glaymon@mglspc.com

Townside Construction, Inc., and Landmark Properties, Inc., are
headquartered in Salem, Virginia.

Townside Construction filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Va. Case No. 16-70629) on May 6, 2016, estimating its
assets and debts at between $1 million and $10 million each.  

Landmark Properties, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Va. Case No. 16-70639) on May 9, 2016,
estimating its assets and debts at between $1 million and $10
million each.  

The petitions were signed by Jerry Grubb, secretary/treasurer.

Judge Paul M. Black presides over the cases.

Andrew S Goldstein, Esq., at Magee Goldstein Lasky & Sayers, P.C.,
serves as the Debtors' bankruptcy counsel.


V & L TOOL: Wants to Continue Using GE Healthcare Cash Collateral
-----------------------------------------------------------------
V & L Tool, LLC, f/d/b/a VLT Acquisition LLC and GE Healthcare, a
division of General Electric Company, ask the U.S. Bankruptcy Court
for the Eastern District of Wisconsin for authorization for the
Debtor to use cash collateral.

The Debtor and GE Healthcare were parties to a Stipulation
regarding the interim use of cash collateral, which was approved by
the Court.  Pursuant to the Stipulation, which had been amended
twice, the Debtor was authorized to use cash collateral through
December 5, 2016.

The Debtor and GE Healthcare agreed to further amend their
Stipulation, which contains, among others, the following amended
terms:

     (1) The term of the Stipulation will be extended until March
31, 2017;

     (2) For each payment by GE Healthcare to the Debtor under the
GEHC Supply Agreement that is made by GE Healthcare after December
6, 2016 and on or before March 31, 2017, GE Healthcare will
withhold 20% of the payment amount as a setoff/recoupment to be
applied against the Subject Obligations.

     (3) All the previously amended terms and conditions of the
Stipulation, which had been approved by the Court, will remain in
full force and effect.

A full-text copy of the Stipulated Motion, dated December 5, 2016,
is available at
http://bankrupt.com/misc/V<ool2016_1624208svk_180.pdf

GE Healthcare is represented by:

          Brittany S. Ogden, Esq.
          QUARLES & BRADY LLP
          33 E. Main Street, Suite 900
          Madison, WI 53703
          Telephone: (608) 251-5000
          Email: Brittany.ogden@quarles.com

The case is In re V & L Tool, LLC f/d/b/a VLT Acquisition LLC
(Bankr. E.D. Wis. Case No. 16-24208).



VANGUARD HEALTHCARE: PCO Files 3rd Report Regarding 14 Facilities
-----------------------------------------------------------------
Laura E. Brown, Esq., the Patient Care Ombudsman for Vanguard
Healthcare, LLC, has filed a third report before the U.S.
Bankruptcy Court for the Middle District of Tennessee regarding the
Debtor's 14 facilities.

The PCO reported that there were no declines in the quality of
resident care at the Debtor's facilities in Mississippi, the Aurora
Health and Rehabilitation, LLC, Rest Haven Health and
Rehabilitation, and Shady Lawn Health and Rehabilitation.  The PCO
reported the same at the Debtor's facilities in Florida, the
Whitehall Boca Raton, and in Tennessee, the Glen Oaks Health and
Rehabilitation, The Palace Healthcare and Rehabilitation, and the
Church Hill Care and Rehabilitation.

The PCO further reported that the odor complaints at the three
facilities, Aurora Health and Rehabilitation, LLC, Vicksburg
Convalescent Center, and Vanguard of Manchester have been
resolved.

Also, in Vanguard of Memphis, located in Memphis, Tennessee, the
residents reported issues with food temperature and the quality and
lack of meaningful engagement between the residents and staff. On
all visits, the representative continues to work with the facility
to improve the resident experience and address the issues and
concerns brought by residents and families.

Moreover, during the November 28, 2016 visit at the Debtor's
Whitehall Boca Raton facility located in Boca Raton, Florida, the
representative observed that one of the dinning rooms in the
facility was noted to be untidy and dirty and that several required
postings had not been updated.  The PCO noted that facility
administrator is addressing the issues brought up by the
representative and the administrator and the training nurse agreed
to schedule a mid-morning activity for residents.

The Ombudsman said that in one of the Debtor's facility in
Tennessee, Crestview Health and Rehabilitation, the Ombudsman
representatives will frequently visit with residents to ensure that
the residents are receiving quality care and to quickly address any
complaints that may arise as the facility transitions to new
ownership.

The PCO  added that the report for Ashland Healthcare and
Rehabilitation in Mississippi and Boulevard Terrace Rehabilitation
and Nursing Home and in Boulevard Terrace Rehabilitation and
Nursing Home, both located in Tennessee, will be included in the
next report, while the report for Eldercare Health and
Rehabilitation located in Ripley, West Virginia, will be updated
just as soon as that information becomes available.

                 About Vanguard Healthcare

Vanguard is a long-term care provider headquartered in Brentwood,
Tennessee, providing rehabilitation and skilled nursing services at
14 facilities in four states (Florida, Mississippi, Tennessee and
West Virginia).

Vanguard Healthcare, LLC and 17 of its subsidiaries each filed a
Chapter 11 bankruptcy petition (Bankr. M.D Tenn. Lead Case No.
16-03296) on May 6, 2016. The petitions were signed by William D.
Orand, the CEO. The cases are assigned to Judge Randal S.
Mashburn.

Vanguard estimated assets in the range of $100 million to $500
million and liabilities of up to $100 million.

The Debtors have hired Bradley Arant Boult Cummings LLP as counsel
and BMC Group as noticing agent.

The U.S. Trustee for Region appointed seven creditors of Vanguard
Healthcare, LLC, to serve on the official committee of unsecured
creditors. The committee members are Kindred Nursing Centers East,
L.L.C., Medline Industries, Inc., Healthcare Services Group, Inc.,
Kirk F. Hebert, Signature Healthcare, LLC, et al., Express Courier,
and Rezult Group, Inc.


VIGNAHARA LLC: To Recover 10% By End of 2017
--------------------------------------------
Vignahara, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Texas a disclosure statement referring to the
Debtor's plan of reorganization.

Class 8 - General Unsecured Claims.  The Debtor scheduled
approximately 16 creditors holding general unsecured claims
totaling $81,970.18.  Harris County/Harris Sports filed an
unsecured claim in the amount of that $19,520.01 arising from a
judgment.  Class 8 Claims are approximately $101,490.19.  These
claims are being paid 10% of their total amount to be paid by the
end of 2017.

The Debtor has shown that it can fund its operating costs and debt
service with the current revenues but the key to restoring the
business to sustained profitability is to regain its Red Roof Inn
franchise.  The Debtor's plan combines financing from both
operations and other sources in order to increase revenues and gain
back its Red Roof Inn franchise.

As of October 31, 2016, the Debtor had $36,818 in cash available.
The Debtor's monthly operating report reflects that it also has
$131,659 in receivables and the Debtor has been attempting to
verify this number with Red Roof Inn who kept these accounts.  The
Debtor's proposal is that the equity owners will contribute an
additional $10,000 to purchase the equity in the Reorganized
Debtor.  The Debtor will use the Reserve Funds to pay down a
portion of 2016 taxes.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/txnb16-32261-67.pdf

The Plan was filed by:

     Russell W. Mills, Esq.
     Hiersche, Hayward, Drakeley & Urbach, P.C.
     15303 Dallas Parkway, Suite 700
     Addison, Texas 75001
     Tel: (972) 701-7000
     Fax: (972) 701-8765
     E-mail: rmills@hhdulaw.com

           About Vignahara LLC.

Vignahara, LLC, is a Texas limited liability company formed on Aug.
12, 2013.  It is a family run business.  Jagdishbhai Patel and
Binal Patel are the sole mangers and members of the Debtor.  The
Debtor's sole asset is a 112-room hotel located at 11999 East
Freeway in Houston, Texas, which until recently was operated as a
Red Roof Inn franchise.  It has operated under the name of
Red Roof Inn East Houston.

The Debtor filed a Chapter 11 petition (Bankr. N.D. Tex. Case No.
16-32261) on June 6, 2016.  The petition was signed by Binal Patel,
member.  The Debtor is represented by Russell W. Mills, Esq., at
Hiersche, Hayward, Drakeley & Urbach, P.C.  The case is assigned to
Judge Barbara J. Houser.  The Debtor estimated assets and
liabilities at $1 million to $10 million at the time of the filing.


VIRGIN ISLANDS PFA: S&P Cuts Sr.-Lien Fund Notes Rating to BB
-------------------------------------------------------------
S&P Global Ratings has lowered its rating on Virgin Islands Public
Finance Authority's (VIPFA) senior-lien matching fund notes to 'BB'
from 'BBB' and has lowered its rating on subordinate-lien matching
fund notes, issued for the U.S. Virgin Islands (USVI), to 'BB-'
from 'BBB-'.  At the same time, S&P Global Ratings has assigned its
'BB' long-term rating to VIPFA's series 2016A senior-lien capital
projects and working capital notes and its 'BB-' to its series
2016B subordinate-lien working capital notes, issued for the USVI.


"The downgrade reflects weakened economic conditions, declining
coverage and revenue trends, and continued reliance on this revenue
source to finance operating deficits," said S&P Global Ratings
credit analyst John Sugden.  "It also reflects our view of a closer
linkage between the territory's general fiscal condition and the
repayment of the bonds, especially during times of significant
fiscal distress", he added.  The outlook is negative, reflecting
S&P's view that the continued significant economic, financial, and
budgetary challenges the territory currently faces, absent
corrective action, could lead to increased deficit financing and,
over time, inadequate capacity or willingness to meet its financial
commitment to its obligations, especially if market access becomes
constrained.

The rating reflects the application of both S&P's "Federal Future
Flow Securitization" criteria (USFFFS), published March 12, 2012,
on RatingsDirect, and S&P's "Special Tax Bonds" criteria, published
June 13, 2007.  The final rating is based on lower of the two
ratings as analyzed under these two criteria.  The bonds are
analyzed under the USFFFS criteria because they are secured by rum
excise tax received from the U.S. Treasury at the request of the
Department of the Interior (DOI).  The criteria provide a
consistent framework for determining the maximum possible rating
that various types of federal revenue securitizations may obtain.
Under the USFFFS criteria, the debt's profile receives an overall
score of '1.4' on a four-point scale on which '1' is the strongest
and '4' is the weakest.  The score implies that the highest
achievable rating is 'A+', with the upper limit established in
relation to the U.S. sovereign issuer credit rating.  The final
issue rating of 'BB' for senior-lien bonds and
'BB-''subordinate-lien bond is lower than the highest achievable
rating under S&P's USFFFS criteria based on the application of its
Special Tax criteria.

The 'BB' rating on the senior-lien bonds reflects S&P's view of
these weaknesses:

   -- The government's fiscal distress, as evidenced by its
      significant structural imbalance and continued reliance on
      debt issuance to fund operations, weak financial reporting,
      significantly underfunded pension liabilities, and negative
      fund balances, which could translate into continued bonding
      to fund operating deficits and, in the absence of  market
      access or bonding capacity; impaired ability or willingness
      to pay debt service on the bonds;

   -- Adequate, but declining debt service coverage, which could
      continue to decline based on additional issuance or declines

      in rum sales;

   -- The need for annual gubernatorial instructions to the U.S.
      Treasury DOI for payment to the special escrow agent as well

      as regular U.S. federal legislative approvals to maintain
      the current $13.25 transfer rate, which could at times
      translate into lower or delayed revenues;

   -- Narrow and concentrated base of tax generators with two
      companies, Diageo and Cruzan, generating all revenues;

   -- Industry, environmental, and business risks to the major
      production facilities on the island; and

   -- Limited financial flexibility as evidenced by the need to
      structure debt service relying on capitalized interest to
      absorb increased debt service costs and back-loaded debt
      service schedule.

These weaknesses are somewhat offset by S&P's view of:

   -- The lockbox flow of funds in which the pledged revenues are
      deposited directly by the U.S. Treasury into a special
      escrow account held by the special escrow agent;

   -- The authority's adequate senior-lien maximum annual debt
      service coverage: 2.43x based on $187 million collected in
      fiscal 2015; and

   -- Adequate bond provisions that include a fully funded debt
      service reserve and a multipart additional bonds test (ABT).

The 'BB-' rating on the subordinate-lien bonds reflects many of the
same strengths and weaknesses but also reflects the bonds'
secondary position in the flow of matching funds received within
the 1998 indenture and lower coverage and ABT. All-in MADS coverage
based on fiscal 2015 revenues was 1.93x.

The negative outlook reflects S&P's view that while coverage
remains adequate, there are significant pressures that could lead
to higher leverage, declining revenues, or both.  S&P believes that
the USVI's continued fiscal challenges are likely to result in
significant additional deficit financing.  S&P anticipates
potential further deterioration in credit quality if the USVI does
not take definitive action to address its current fiscal position
and S&P views the USVI's capacity or willingness to pay debt
service on the bonds as increasingly compromised.  Depending on the
magnitude of the fiscal distress, S&P could lower its ratings by
one or more notches over the one year outlook horizon.  S&P could
also lower its ratings by multiple notches should there be
precipitating events, such as the loss of market access or, in
S&P's view, diminished willingness to pay debt service or the
potential for revenue flow diversions.

A return to stable would necessitate demonstrated improvement in
the USVI's fiscal performance and position so as to diminish its
reliance on matching fund loan revenues to fund operating deficits.
It would likely require the adoption of a long-term financial plan
that credibly stabilizes the USVI's finances and provides a path to
structural balance, while at a minimum beginning to address the
territory's significant pressures, such as its largely unfunded
pension system.


VIRGIN ISLANDS PFA: S&P Lowers Rating on GRT Loan Notes to 'B'
--------------------------------------------------------------
S&P Global Ratings has lowered its rating on the Virgin Islands
Public Finance Authority's (VIPFA's) gross receipts tax (GRT) loan
notes, issued for the U.S. Virgin Islands (USVI), seven notches to
'B' from 'BBB+'.

The downgrade reflects weak economic conditions, declining
coverage, and the potential for further coverage dilution based on
the need to issue additional debt to fund capital and cover
operating deficits.  It also reflects S&P's view of a closer
linkage between the territory's general fiscal condition and the
repayment of the bonds, especially during times of significant
fiscal distress.

"In our view, the USVI faces significant economic, financial, and
budgetary challenges, which we believe could lead to inadequate
capacity to meet its financial commitment to the obligations," said
S&P Global Ratings credit analyst John Sugden.  The outlook is
negative, reflecting S&P's view that the continued significant
economic, financial, and budgetary challenges the territory
currently faces, absent corrective action, could lead to continued
structural imbalance, increased deficit financing, and, over time,
inadequate capacity or willingness to meet its financial commitment
to its obligations, especially if market access becomes
constrained.

The 'B' rating reflects:

   -- The government's fiscal distress, as evidenced by its
      significant structural imbalance and continued reliance on
      deficit financing to fund operations, weak financial
      reporting, significantly underfunded pension liabilities,
      and negative fund balances, which could translate into
      increased debt issuance and, ultimately, impair the
      government's ability or willingness to pay debt service on
      the bonds, especially in the absence of market access or
      bonding capacity;

   -- Pledged revenues that have exhibited either declining or
      flat growth absent tax rate increases and are levied on a
      limited and concentrated base;

   -- Adequate, but substantially reduced, debt service coverage,
      due to flat revenues and rising debt service, which could
      continue to decline based on additional issuance, a weaker
      economy, or tax base erosion due to increased exemptions to
      promote economic development;

   -- Limited economy, concentrated in rum production, tourism,
      and government that has experienced significant losses
      following the recession and the 2012 closure of the Hovensa
      oil refinery, one of its largest employers, and that could
      be negatively affected by competitive, environmental, or
      fiscal factors.

Offsetting factors include:

   -- A five-year fiscal recovery plan, which if implemented,
      could begin to address some of the USVI's long-term
      structural challenges;

   -- The potential for growing employment following the new
      operating agreement with Limetree Bay Terminals LLC.

The negative outlook reflects S&P's view that although coverage
remains adequate, there are significant pressures that could lead
to higher leverage, declining revenues, or both.  To the extent
that the USVI continues to face significant fiscal pressures, S&P
believes significant additional deficit financing is likely.  In
S&P's view, if the territory does not take definitive action to
address its current fiscal position, S&P could see further
deterioration in credit quality, especially if S&P views the USVI's
capacity or willingness to pay debt service on the bonds as
compromised.  Depending on the magnitude of the fiscal distress,
S&P could lower its rating by one or more notches over the one-year
outlook horizon.  S&P could also lower its rating by one or more
notches should S&P believes that revenue flows are being
disrupted.

A return to stable would necessitate demonstrated improvement in
the USVI's fiscal performance and position so as to diminish its
reliance on matching fund loan revenues to fund operating deficits.
It would likely require the adoption of a long-term financial plan
that credibly stabilizes the USVI's finances and provides a path to
structural balance, while at a minimum beginning to address the
territory's significant pressures, such as its largely unfunded
pension system.



VTR FINANCE: Fitch Assigns 'BB-' IDR & Rates USD1.4BB Notes 'BB-'
-----------------------------------------------------------------
Fitch Ratings has assigned VTR Finance B.V. Long-Term Foreign
Currency and Local Currency Issuer Default Ratings of 'BB-'.  The
Rating Outlook is Stable.  Fitch has also assigned a 'BB-' to the
company's USD1.4 billion senior secured notes due 2024 and
revolving credit facility.

                         KEY RATING DRIVERS

VTR's ratings reflect its strong market position in the Chilean
telecom industry in Chile, primarily Pay TV and Internet services.
VTR's ratings are supported by its competitive network quality,
brand recognition, and successful commercial strategy for its
bundled services offerings.  The company's cash flow generation is
relatively stable, despite a highly competitive environment, and it
boasts strong financial flexibility underpinned by its long dated
debt maturity profile and committed credit facility.

The ratings are tempered by its moderately high leverage for the
rating level, pressured free cash flow (FCF) generation in the
short to medium term due to high capex, a mature and highly
competitive industry backdrop, and a lack of service
diversification compared to the other integrated telecom operators
in the country.

VTR is a wholly owned subsidiary of Liberty Global plc (LG), and is
a part of the LiLAC Group (LiLAC), which represents LG's Latin
America and Caribbean operations.  The company benefits from the
strategic oversight by LG and its management expertise, as well as
procurement and operating synergies.  LiLAC operating entities are
separately capitalized and operations are managed independently. LG
maintains the common group leverage target of 4.0x-5.0x for its
subsidiaries, which is slightly higher than the company's current
leverage.  Fitch believes that any material improvement in the
company's financial profile from the current level would be
difficult as any significant deviation from the group's financial
target could be limited.

Strong Market Position:
VTR is the leading provider of pay TV and broadband services in
Chile, with subscriber market shares of 35% and 37% on a national
basis, respectively, followed closely by its main incumbent
competitor, Telefonica Chile S.A., as of June 30, 2016.  VTR is
also the second largest fixed-line telephony service provider, with
a 20% of subscriber market share during the same period.  The
company has consistently increased its overall revenue generating
units (RGU) in recent years, backed by its effective bundled
product strategy based on network and service competitiveness.  In
the mobile service, the company operates as a virtual network
operator (MVNO) with a low market share of just 1%.  Fitch does not
expect any material cash flow contribution from this segment in the
short to medium term.

Stable Operating Performance:
VTR's performance has remained solid through the combination of
continued ARPU growth and subscriber expansion.  The company's
revenue growth averaged 6% during 2013-2015 with solid EBITDA
margin improvement to 39% from 36% during the period, and the trend
has continued during the first nine months of 2016.  This solid
performance has been entirely achieved by growth in its Internet
and pay TV services, which have fully offset reductions in
fixed-line telephony services revenues due to the ongoing
mobile-fixed substitution trend.  Fitch expects the company's
revenue growth to continue over the medium term, with relatively
stable EBITDA margins of 37%-38% over the medium term.

High Capex:
Fitch does not expect any meaningful FCF generation over the medium
term due to high capex requirements.  While Fitch believes that VTR
should continue to enjoy strong growth of data and pay TV services
in the Chilean market, given its attractive range of services and
its solid market position, the competitive pressures could increase
for subscriber acquisition amid increasing market maturity.  To
ensure its service quality and to increase coverage, Fitch expects
the company to increase its capital investment, measured by capex
to sales, to about 22% during 2016-2018, compared to 19% in 2015.

Stable Leverage:
VTR's financial leverage is deemed moderately high for the rating
level.  The company's debt is mostly comprised of its
USD1.4 billion senior secured notes due 2024, which were issued in
2014. The proceeds were used to pay off debt at UPC Holding B.V.,
which is LG's European subsidiary and credit pool.  The company's
adjusted debt to EBITDAR was 3.8x, including the net fair value of
hedge derivatives, as of Sept. 30, 2016, which was a modest
improvement from 4.2x at end-2014 due to EBITDA improvement.  Fitch
expects the company's leverage to remain stable during 2016-2018,
barring any material amounts of cash paid to the parent, as its
suppressed FCF generation to be offset to a degree by continued
modest growth in EBITDA.

                        DERIVATION SUMMARY

VTR's lack of service diversification amid the mature market
conditions in Chile, and its moderately high leverage compared to
the more diversified competitors in Chile and the regional peers in
the 'BB' rating category are credit negatives.  Also, LG's group
financial policy is a constraint on VTR's ratings.  These
weaknesses are mitigated to a degree by its leading market
positions and solid network competitiveness, and financial
flexibility, all of which are deemed solid for the rating level. No
country ceiling, parent-subsidiary linkage, or operating
environment aspects impact.

                           KEY ASSUMPTIONS

   -- Mid-single digits revenue growth over the medium term, with
      strong growth in Internet services and Pay TV;
   -- Capex-to-sales ratio to remain at around 22% ;
   -- No meaningful FCF generation in 2017-2018;
   -- EBITDA margin in the range of 37%-38% during 2016-2018;
   -- Adjusted net debt to EBITDAR ratio to remain below 4.0x over

      the medium term.

                        RATING SENSITIVITIES

Future Developments that May, Individually or Collectively, Lead to
Negative Rating Action

   -- Deterioration in operating performance leading to muted
      revenue growth amid margin erosion;

   -- Sustained negative FCF generation amid higher-than-expected
      capex requirement;

   -- Any material cash flow upstream to LG;

   -- Its adjusted net leverage increasing toward 4.5x on a
      sustained basis.

Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action

   -- Continued solid top-line growth along with margin expansion,

      and positive FCF generation;

   -- Clear commitment for deleveraging in the absence of any
      material cash flow upstream to LG, resulting in its adjusted

      net leverage falling well below 3.5x on a sustained basis.

                             LIQUIDITY

VTR's liquidity profile is sound as the company does not face any
debt maturity until 2024 when its senior secured notes become due.
The company's cash balance amounted to CLP75.7 billion (USD114
million) by end-September 2016, and its operational cash flow
generation is relatively stable.  In line with other LG operating
subsidiaries, the Chilean operating subsidiaries of VTR has a
senior secured credit facility of USD160 million and CLP22 billion
in place, which remains undrawn and supports its financial
flexibility, if necessary.

FULL LIST OF RATING ACTIONS

Fitch has assigned these ratings.

VTR Finance B.V

   -- Long-Term Foreign Currency and Local Currency IDRs
      'BB-'/Outlook Stable;
   -- USD1.4 billion senior secured notes 'BB-'.
   -- Secured revolving credit facility 'BB-'.



WALTER H. BOOTH: Wants to Continue Using Ocwen Cash Until Feb. 28
-----------------------------------------------------------------
Walter H. Booth Clause 4 Trust seeks authorization from the U.S.
Bankruptcy Court for the District of New Hampshire to continue
using cash collateral in order to pay its postpetition obligations
and mortgage.

The Walter H. Booth Clause 4 Trust is a business trust with two
Co-Trustees, Stephen W. Booth and David H. Booth.  The Trust has
been in place since November 7, 1985.  The Debtor does not have any
employees.

The Debtor owns a three and one half acre parcel of land with three
buildings on the property, as well as an additional unbuildable
parcel of land, a gully, which abuts the larger property.  The real
estate is valued at $1,381,600.  The Debtor has leased the land to
Transformer Service, Inc.

Ocwen Loan Servicing, LLC has a mortgage on both parcels, and the
Debtor believes that  Ocwen Loan Servicing holds a first priority
lien on the pre-petition cash collateral.

The Debtor relates that needs the use of the cash collateral to
satisfy necessary monthly mortgage payments, utility, taxes and
expenses.  The Debtor further relates that absent the use of cash
collateral, it will likely be forced to cease operations
immediately, resulting in the forced liquidation or foreclosure of
its assets.

The Debtor contends that it does not have accounts receivables,
however, the Debtor is owed back rent in the approximate amount of
$315,000.  The Debtor further contends that it is behind on its
mortgage payments and is unable to resolve a payment plan or
agreement with the mortgage holder Ocwen Loan Servicing.

The Debtor's proposed two-month Budget projects total cash
disbursements of $10,193 for the period from January 1, 2017 to
January 31, 2017, and $10,043 for the period from February 1, 2017
to February 28, 2017.

The Debtor proposes to grant Ocwen Loan Servicing with a
replacement lien on the estate's post-petition accounts receivable
and the cash proceeds thereof, with the same priority, validity,
and enforceability as such existing lien on the Pre-Petition Cash
Collateral, but will only be recognized to the extent of the
diminution in value of the Pre-Petition Cash Collateral resulting
from the Debtor's use of cash collateral.

A hearing on the Debtor's continued use of cash collateral is
scheduled on December 28, 2016 at 2:00 p.m.  

A full-text copy of the Debtor's Motion, dated December 6, 2016, is
available at https://is.gd/oD3e4e

A full-text copy of the Budget, dated December 6, 2016, is
available at https://is.gd/5q3rwx


                      About Walter H. Booth Clause 4 Trust

Walter H. Booth Clause 4 Trust filed a chapter 11 petition (Bankr.
D.N.H. Case No. 16-11598) on Nov. 16, 2016.  The petition was
signed by Stephen W. Booth, trustee.  The Debtor is represented by
Eleanor W. Dahar, Esq., at Victor W. Dahar Professional
Association.  The Debtor estimated assets and liabilities at $1
million to $10 million at the time of the filing.


WERTHAN PACKAGING: U.S. Trustee Forms 3-Member Committee
--------------------------------------------------------
Samuel K. Crocker, U.S. Trustee for Region 8, on Dec. 8, 2016,
appointed three creditors of Werthan Packaging, Inc., to serve on
the official committee of unsecured creditors.

The committee members are:

     (1) Olga Holovenko
         Director of Credit
         KAPSTONE PAPER CORP.
         1101 Skokie Boulevard, Suite 300
         Northbrook, IL 60062  
         Tel: (847) 239‐8863
         E-mail: Olga.holovenko@kapstonepaper.com

     (2) Heather Puskar
         PENN PAC
         Office Manager  
         345 East Stiegel Street
         Manheim, PA 17545
         Tel: (717) 664‐4040
         E-mail: Hpuskar@pennpac.com
  
     (3) Bruce Trimble
         Vice President – Finance
         DIXIE GRAPHICS, INC.
         636 Grassmere Park
         Nashville, TN 37211
         Tel: (615) 620‐3672
         E-mail: Btrimble@dixiegraphics.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense.  They may investigate the debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.

                  About Werthan Packaging

Werthan Packaging, Inc., based in White House, TN, is a leading
supplier of multiwall paper packaging for the pet food industry.
This sixth generation company has been an important part of the
fabric of Nashville business since the late 1860s. At its height
the company employed over 1,200 people at its long-standing home in
North Nashville.  In 2010 the company began its move to a modern
184,000 sq. ft. facility in White House, Tennessee. During 2016,
the company installed a new 10-color flexographic press, and was
awarded the Safe Quality Food (SQF) certification.

Werthan Packaging, Inc., filed a Chapter 11 petition (Bankr. M.D.
Tenn. Court Case No. 16-08624), on Dec. 4, 2016.  The Debtor is
represented by Paul G. Jennings, Esq., and Gene L. Humphreys, Esq.,
at Bass, Berry & Sims PLC of Nashville, Tennessee.


WHITESBURG REALTY: Allowed to Continue Using Cash Until Dec. 31
---------------------------------------------------------------
Judge Gregory R. Schaaf of the U.S. Bankruptcy Court for the
Eastern District of Kentucky authorized Whitesburg Realty, LLC, to
continue using cash collateral through Dec. 31, 2016.

The Debtor had expressly agreed not to make any distributions,
payments, advances, or any other transfer to Jeffrey Ruttenberg,
any relative of Jeffrey Ruttenberg, or any entity in which Jeffrey
Ruttenberg has an ownership interest during the Debtor's
bankruptcy.

The Debtor's cash collateral creditor was granted replacement liens
in postpetition rents generated by the Debtor's postpetition rental
operations, subject only to any valid and enforceable, perfected,
and non-avoidable liens of other secured creditors.  

The Debtor was directed to make monthly adequate protection
payments to its cash collateral creditor in the amount of $15,000.

A full-text copy of the Order, dated December 5, 2016, is available
at
http://bankrupt.com/misc/WhitesburgRealty2016_1650721grs_106.pdf

                About Whitesburg Realty, LLC.

Whitesburg Realty, LLC, a Kentucky limited liability company, was
established on Feb. 10, 2004.  The sole member of Whitesburg Realty
is Jeffrey C. Ruttenberg.  Whitesburg Realty is a landlord to the
various shops and businesses operated at the Whitesburg Plaza.
Whitesburg Realty has several tenants, most notably, Walmart, and
several smaller businesses including a nail salon, fashion retail
store and pizza restaurant.  Whitesburg Realty began to experience
cash flow problems after it lost a grocery store tenant.

Facing cash flow problems after losing a grocery store tenant,
Whitesburg Realty filed a chapter 11 petition (Bankr. E.D. Ky. Case
No. 16-50721) on April 13, 2016.  The petition was signed by
Jeffrey C. Ruttenberg, member.   The Debtor is represented by Jamie
L. Harris, Esq., at Delcotto Law Group PLLC.  The Debtor estimated
assets and debt of $1 million to $10 million.

The Debtor listed Wyatt, Tarrant & Combs, LLP, as its largest
unsecured creditor holding a claim of $10,000.  No trustee or
examiner has been appointed in the Chapter 11 case, and no
creditors' committee or other official committee has been
appointed.

                       *     *     *

The Debtor filed its Chapter 11 Plan of Reorganization and
corresponding Disclosure Statement on July 12, 2016, an Amended
Plan and Amended Disclosure Statement on Sept. 8, 2016, and a
Second Amended Disclosure Statement on Sept. 28, 2016.  Plan
confirmation hearing is scheduled for Nov. 10, 2016.


WHOLELIFE PROPERTIES: Ch. 11 Trustee Sought Amid Mismanagement
--------------------------------------------------------------
William T. Neary, the United States Trustee for Region 6, filed a
motion asking the U.S. Bankruptcy Court to enter an order directing
the appointment of a Chapter 11 Trustee for WholeLife Properties,
LLC, or either to dismiss the Chapter 11 bankruptcy case or convert
it to one under Chapter 7.

The U.S. Trustee re-urges the entry of an order directing
appointment of a Chapter 11 Trustee because the Debtor's manager:

     (1) entered into a settlement with a creditor pre-petition;

     (2) failed to disclose that settlement; and

     (3) failed to disclose a contingent creditor who is owed
$1,450,000 per the terms of the settlement, thus breaching his
fiduciary responsibilities to the Debtor.

Moreover, the U.S. Trustee adds that cause also exists to direct
appointment of a Chapter 11 Trustee because the Debtor has failed
to disclose on a sale of the Debtor's Craig Ranch Assets,
consisting of all the land and golf memberships, more than three
months after entry of an order approving the transaction.

The U.S. Trustee notes that should the Court find that the
appointment of a Chapter 11 Trustee is not in the best interests of
creditors or the estate, then cause exists to either dismiss the
case or convert it to Chapter 7.

               About WholeLife Properties

WholeLife Properties, LLC owns two undeveloped tracts of land
located in McKinney, Texas that is intended to be developed into a
mixed use complex and 200 social memberships to the TPC at Craig
Ranch, a private golf club in McKinney, Texas.

WholeLife Properties sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 16-42274) on June 7,
2016. The petition was signed by John B. Lowery, as sole member of
WholeLife Companies, Inc., sole member of WholeLife Properties,
LLC.

The case is assigned to Judge Mark X. Mullin.

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

To date, no committee of unsecured creditors has been appointed.

Mr. Lowery was involved in another Chapter 11 debtor, Cornerstone
Ministries Investments, Inc., which filed Feb. 10, 2008 (Bankr.
N.D. Ga. Case No. 08-20355). Mr. Lowery joined Cornerstone in
approximately 2004 to oversee several single family housing
projects that were being developed by Cornerstone.


WINNERS SPORTS BAR: Court Confirms Ch. 11 Plan
----------------------------------------------
Judge Pamela S. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois approved Winners Sports Bar And
Grill, Inc.'s disclosure statement and confirmed its plan of
reorganization.

The case was set for a post-confirmation status on Dec. 8, 2016 at
10:30 A.M.

The Troubled Company Reporter previously reported that under the
Plan, each holder of Class 2 General Unsecured Claims, which total
$101,830.14, will receive payment of 10% of portion of the claim as
may be allowed payable in monthly payments over a period of four
years, in full satisfaction, settlement, release and discharge of
and in exchange for the claim.

A full-text copy of the Disclosure Statement Sept. 12, 2016 is
available for free at:  

        http://bankrupt.com/misc/ilnb15-26116-37.pdf

            About Winners Sports Bar And Grill

Winners Sports Bar And Grill, Inc., started operations in 1989, as
an Illinois corporation, operating a bar lounge located at 5912 -
5914 W. Madison St., Chicago, Illinois. Its president Percy
Washington is an employee of the corporation and the sole
shareholder.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 15-26116).


WS STORES CORP: Disclosures Okayed, Plan Hearing on Dec. 13
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico will
consider approval of the Chapter 11 plan of WS Stores, Corp. at a
hearing on December 13, at 10:00 a.m.

The court will also consider at the hearing the final approval of
the company's disclosure statement, which it conditionally approved
on November 17.

Creditors are required to cast their votes and file their
objections three days prior to the hearing.

The plan classifies general unsecured creditors in Class 5, which
will receive 100% of their allowed claims in monthly installments,
commencing the first month after the effective date of the plan.
Upon the effective date of the plan, unsecured creditors will
receive a non-interest bearing note payable in monthly installments
for 10 years.

Payments and distributions under the plan will be funded by the
continued operation of WS Stores' business.

                         About WS Stores

WS Stores, Corp. has done business under the name of Wilbys since
2005 in Cidra, Puerto Rico, as a convenience store/supermarket.

The Debtor (Bankr. D.P.R., Case No. 16-03471) filed a Chapter 11
Petition on April 29, 2016.  The case is assigned to Judge Enrique
S. Lamoutte Inclan.  The Debtor's counsel is Teresa M Lube Capo,
Esq., at Lube & Soto Law Offices PSC, in San Juan, Puerto Rico.
The Debtor's estimated assets range from $100,000 to $500,000 and
estimated liabilities from $1 million to $10 million.

The petition was signed by Jose W. Flores Santos, president.


ZIP'S WISEGUYS: Allowed to Use Cash Collateral on Final Basis
-------------------------------------------------------------
Judge Carl L. Bucki of the U.S. Bankruptcy Court for the Western
District of New York authorized Zip's Wiseguys Inc. to use cash
collateral on a final basis.

The approved 13-Week Budget covers the period from Dec. 6, 2016 to
March 7, 2016.  The Budget provides for total expenses in the
amount of $63,945.

The Department of the Treasury, Internal Revenue Service, the New
York State Department of Taxation and Finance, and the New York
State Department of Labor, Unemployment Insurance Division were
granted roll-over or replacement liens granting security to the
same extent, in the same priority, and with respect to the same
assets, as served as collateral for the Prepetition IRS
Indebtedness, the Prepetition NYS Tax Dep't Indebtedness, and the
NYS DOL Indebtedness, respectively, to the extent of cash
collateral actually used during the pendency of the Chapter 11
case.

The Debtor was directed to make monthly payments to the IRS and the
New York State Department of Taxation and Finance in the amount of
$625 each, beginning on December 15, 2016.  The Debtor was further
directed to make monthly payments to the New York State Department
of Labor in the amount of $70, beginning on December 15, 2016.

A full-text copy of the Final Order, dated December 5, 2016, is
available at
http://bankrupt.com/misc/ZipsWiseguys2016_11612294clb_44.pdf

                  About Zip's Wiseguys

Zip's Wiseguys Inc. filed a chapter 11 petition (Bankr. W.D.N.Y.
Case No. 16-12294) on Nov. 14, 2016.  The petition was signed by
Daniel DiRosa, Vice President.  The Debtor is represented by Arthur
G. Baumeister, Jr., Esq., at Amigone, Sanchez, et. al.  The Debtor
estimated assets at $0 to $50,000 and liabilities at $100,001 to
$500,000 at the time of the filing.


[*] Contractor Bankruptcies Have Ripple Effect on Infrastructure
----------------------------------------------------------------
Bankruptcy filings by U.S. corporate contractors could create
numerous issues in an infrastructure project's ability to be
completed on time, according to Fitch Ratings in a new report.

Nevertheless, Fitch's study found that corporate contractor
bankruptcies do not necessarily lead to project defaults with any
certainty.  In fact, most of a contractor's ongoing projects
continue as expected in most distressed scenarios.  Lack of
liquidity is the most pre-eminent driver of contractor corporate
bankruptcies, coupled with other catalysts like mismanaged growth,
cost overruns and project disputes.  This makes available liquidity
key for contractors when Fitch assesses completion risk.

Distressed contractors have often struggled to manage their working
capital and effectively monitor customer credit quality. Historical
examples of this include Gibbs Construction, Inc. and Guy F.
Atkinson Company of CA, Inc., which suffered from the failure of
major customers. Smaller contractors are more susceptible to this
risk.  Another potential pitfall lies with contractors that
routinely utilize much of their revolver liquidity when they do not
need to.  Fitch cites JWP, Inc. as a notable example of this risk
in its study.

Credit investors have sound justifications for their assessment of
potentially high credit risk for engineering and construction debt.
Fitch estimates a higher risk level, particularly for small firms,
and weaker overall credit metrics for the sector.



[*] Federal Reserve to Release Final Version of Bank Rule
---------------------------------------------------------
Evan Weinberger, writing for Bankruptcy Law360, reported that the
Federal Reserve revealed plans to release a final version of a rule
that will require the eight largest U.S. banks to maintain an extra
level of capital, including a required level of long-term debt,
aimed at preventing a future taxpayer bailout.  The Fed said it
will hold an open meeting on Dec. 15 to unveil its final total loss
absorbing capital rule, which is intended to force investors to
"bail in" a failing big bank before the government comes in with a
bailout.


[*] Rion Vaughan Joins McDonald Hopkins' Restructuring Department
-----------------------------------------------------------------
Attorney Rion Vaughan has joined McDonald Hopkins LLC, a business
advisory and advocacy law firm, as an associate in the firm's
Business Restructuring Department.

Based in Chicago, Vaughan will be working with a wide variety of
distressed businesses and their creditors as part of one of the
largest and most sophisticated bankruptcy and restructuring
practices focused on the middle-market.  He has both litigation and
bankruptcy experience, having served for several years as a term
law clerk for three different U.S. Bankruptcy Courts, including the
Southern District of Georgia, the Western District of Tennessee,
and, most recently, the District of Connecticut.

"We are excited to have Rion join our Chicago office team as we
expand our Business Restructuring Department's national practice,"
said Richard Kessler, managing member of McDonald Hopkins' Chicago
office.

Vaughan earned a J.D. from Boston College Law School and a Bachelor
of Arts from Stonehill College.  He can be reached at 312.642.1487
or rvaughan@mcdonaldhopkins.com

                      About McDonald Hopkins

Founded in 1930, McDonald Hopkins --
http://www.mcdonaldhopkins.com/-- is a business advisory and
advocacy law firm with locations in Chicago, Cleveland, Columbus,
Detroit, Miami, and West Palm Beach.  The firm's Chicago office
opened in 2007 and is located in the 300 North LaSalle building on
the Chicago River.


[^] BOND PRICING: For the Week from Dec. 5 to 9, 2016
-----------------------------------------------------
  Company                   Ticker  Coupon Bid Price   Maturity
  -------                   ------  ------ ---------   --------
A. M. Castle & Co           CASL     7.000    58.000 12/15/2017
Accuride Corp               ACW      9.500   100.460   8/1/2018
Alpha Appalachia
  Holdings Inc              ANR      3.250     8.000   8/1/2015
American Eagle Energy Corp  AMZG    11.000     5.625   9/1/2019
American Eagle Energy Corp  AMZG    11.000     5.625   9/1/2019
American Gilsonite Co       AMEGIL  11.500    63.250   9/1/2017
American Gilsonite Co       AMEGIL  11.500    62.500   9/1/2017
BPZ Resources Inc           BPZR     6.500     3.017   3/1/2015
BPZ Resources Inc           BPZR     6.500     3.017   3/1/2049
Caesars Entertainment
  Operating Co Inc          CZR     12.750    66.000  4/15/2018
Caesars Entertainment
  Operating Co Inc          CZR      5.750    64.250  10/1/2017
CenterPoint Energy Inc      CNP      6.500   106.196   5/1/2018
Chassix Holdings Inc        CHASSX  10.000     8.000 12/15/2018
Chassix Holdings Inc        CHASSX  10.000     8.000 12/15/2018
Chukchansi Economic
  Development Authority     CHUKCH   9.750    39.875  5/30/2020
Chukchansi Economic
  Development Authority     CHUKCH   9.750    39.875  5/30/2020
Claire's Stores Inc         CLE      9.000    49.980  3/15/2019
Claire's Stores Inc         CLE     10.500    59.000   6/1/2017
Claire's Stores Inc         CLE      8.875    17.750  3/15/2019
Claire's Stores Inc         CLE      7.750    13.375   6/1/2020
Claire's Stores Inc         CLE      9.000    50.000  3/15/2019
Claire's Stores Inc         CLE      9.000    49.375  3/15/2019
Claire's Stores Inc         CLE      7.750    13.375   6/1/2020
Cobalt International
  Energy Inc                CIE      2.625    40.000  12/1/2019
Cumulus Media Holdings Inc  CMLS     7.750    39.750   5/1/2019
Curo Group Holdings Corp    SPEEDY  12.000    48.750 11/15/2017
Curo Group Holdings Corp    SPEEDY  12.000    48.500 11/15/2017
Dispensing Dynamics
  International             DISDYN  12.500    98.750   1/1/2018
Dispensing Dynamics
  International             DISDYN  12.500    97.310   1/1/2018
EPL Oil & Gas Inc           EXXI     8.250    17.000  2/15/2018
Eagle Rock Energy
  Partners LP /
  Eagle Rock Energy
  Finance Corp              VNR      8.375    44.875   6/1/2019
Enbridge Energy
  Partners LP               EEP      5.875    99.857 12/15/2016
Energy Conversion
  Devices Inc               ENER     3.000     7.875  6/15/2013
Energy Future
  Holdings Corp             TXU      6.500    13.750 11/15/2024
Energy Future
  Holdings Corp             TXU      6.550    19.000 11/15/2034
Energy Future
  Holdings Corp             TXU     11.250    13.875  11/1/2017
Energy Future
  Holdings Corp             TXU      9.750    29.250 10/15/2019
Energy Future
  Holdings Corp             TXU     10.875    13.875  11/1/2017
Energy Future
  Holdings Corp             TXU     10.875    13.875  11/1/2017
Energy Future Intermediate
  Holding Co LLC /
  EFIH Finance Inc          TXU     10.000    23.500  12/1/2020
Energy Future Intermediate
  Holding Co LLC /
  EFIH Finance Inc          TXU     10.000    24.250  12/1/2020
Energy Future Intermediate
  Holding Co LLC /
  EFIH Finance Inc          TXU      9.750    30.000 10/15/2019
Energy Future Intermediate
  Holding Co LLC /
  EFIH Finance Inc          TXU      6.875    23.500  8/15/2017
Energy XXI Gulf Coast Inc   EXXI     9.250    13.200 12/15/2017
Energy XXI Gulf Coast Inc   EXXI     7.750    13.875  6/15/2019
Energy XXI Gulf Coast Inc   EXXI     7.500    14.000 12/15/2021
Energy XXI Gulf Coast Inc   EXXI     6.875    13.000  3/15/2024
Erickson Inc                EAC      8.250    37.750   5/1/2020
FXCM Inc                    FXCM     2.250    48.000  6/15/2018
FairPoint
  Communications Inc/Old    FRP     13.125     1.879   4/2/2018
Fleetwood Enterprises Inc   FLTW    14.000     3.557 12/15/2011
Forbes Energy Services Ltd  FESL     9.000    27.000  6/15/2019
GenOn Energy Inc            GENONE   7.875    69.870  6/15/2017
Goodman Networks Inc        GOODNT  12.125    43.000   7/1/2018
Goodrich Petroleum Corp     GDPM     8.875     0.672  3/15/2019
Gymboree Corp/The           GYMB     9.125    48.500  12/1/2018
Homer City Generation LP    GE       8.137    41.500  10/1/2019
Horsehead Holding Corp      ZINC    10.500    80.250   6/1/2017
Illinois Power
  Generating Co             DYN      7.000    31.950  4/15/2018
Illinois Power
  Generating Co             DYN      6.300    33.000   4/1/2020
Iracore International
  Holdings Inc              IRACOR   9.500    51.750   6/1/2018
Iracore International
  Holdings Inc              IRACOR   9.500    51.750   6/1/2018
IronGate Energy
  Services LLC              IRONGT  11.000    28.500   7/1/2018
IronGate Energy
  Services LLC              IRONGT  11.000    28.000   7/1/2018
IronGate Energy
  Services LLC              IRONGT  11.000    28.000   7/1/2018
IronGate Energy
  Services LLC              IRONGT  11.000    28.000   7/1/2018
Jack Cooper Holdings Corp   JKCOOP   9.250    43.500   6/1/2020
Kellwood Co                 KWD      7.625    76.750 10/15/2017
LIN Television Corp         MEG      6.375   103.750  1/15/2021
Las Vegas Monorail Co       LASVMC   5.500     5.125  7/15/2019
Lehman Brothers
  Holdings Inc              LEH      2.000     2.575   3/3/2009
Lehman Brothers
  Holdings Inc              LEH      1.600     2.575  11/5/2011
Lehman Brothers
  Holdings Inc              LEH      1.500     2.575  3/29/2013
Lehman Brothers
  Holdings Inc              LEH      2.070     2.575  6/15/2009
Lehman Brothers
  Holdings Inc              LEH      1.000     2.575 10/17/2013
Lehman Brothers
  Holdings Inc              LEH      5.000     2.575   2/7/2009
Lehman Brothers
  Holdings Inc              LEH      1.000     2.575  8/17/2014
Lehman Brothers
  Holdings Inc              LEH      1.000     2.575  11/2/2011
Lehman Brothers
  Holdings Inc              LEH      1.000     2.575  8/17/2014
Lehman Brothers
  Holdings Inc              LEH      1.000     2.575  11/3/2011
Lehman Brothers
  Holdings Inc              LEH      1.250     2.575  3/22/2012
Lehman Brothers
  Holdings Inc              LEH      1.383     2.575  6/15/2009
Lehman Brothers
  Holdings Inc              LEH      1.000     2.575   6/9/2009
Lehman Brothers
  Holdings Inc              LEH      1.250     2.575   8/5/2012
Lehman Brothers
  Holdings Inc              LEH      1.000     2.575   9/7/2012
Lehman Brothers
  Holdings Inc              LEH      1.000     2.575  12/9/2012
Lehman Brothers
  Holdings Inc              LEH      1.000     2.575  3/29/2014
Lehman Brothers
  Holdings Inc              LEH      1.250     2.575   2/6/2014
Lehman Brothers
  Holdings Inc              LEH      1.000     2.575  9/16/2010
Lehman Brothers
  Holdings Inc              LEH      1.000     2.575  9/16/2010
Lehman Brothers
  Holdings Inc              LEH      4.000     2.575  4/30/2009
Lehman Brothers
  Holdings Inc              LEH      1.000     2.575  7/21/2009
Lehman Brothers Inc         LEH      7.500     1.226   8/1/2026
Light Tower Rentals Inc     LHTTWR   8.125    44.375   8/1/2019
Light Tower Rentals Inc     LHTTWR   8.125    44.375   8/1/2019
Linc USA GP / Linc
  Energy Finance
  USA Inc                   LNCAU    9.625    19.625 10/31/2017
Linn Energy LLC / Linn
  Energy Finance Corp       LINE     6.500    39.000  5/15/2019
Linn Energy LLC / Linn
  Energy Finance Corp       LINE     8.625    39.000  4/15/2020
Linn Energy LLC / Linn
  Energy Finance Corp       LINE     6.250    36.769  11/1/2019
Linn Energy LLC / Linn
  Energy Finance Corp       LINE     6.250    38.250  11/1/2019
Linn Energy LLC / Linn
  Energy Finance Corp       LINE     6.250    38.250  11/1/2019
Lumbermens Mutual
  Casualty Co               KEMPER   8.300     0.206  12/1/2037
Lumbermens Mutual
  Casualty Co               KEMPER   8.450     0.166  12/1/2097
MF Global Holdings Ltd      MF       3.375    26.000   8/1/2018
MModal Inc                  MODL    10.750    10.125  8/15/2020
Midstates Petroleum
  Co Inc / Midstates
  Petroleum Co LLC          MPO     10.750     0.906  10/1/2020
Modular Space Corp          MODSPA  10.250    48.125  1/31/2019
Modular Space Corp          MODSPA  10.250    47.875  1/31/2019
NRG REMA LLC                GENONE   9.237    80.000   7/2/2017
New Gulf Resources LLC/
  NGR Finance Corp          NGREFN  12.250     2.286  5/15/2019
New Gulf Resources LLC/
  NGR Finance Corp          NGREFN  12.250     2.286  5/15/2019
New Gulf Resources LLC/
  NGR Finance Corp          NGREFN  12.250     2.286  5/15/2019
Nine West Holdings Inc      JNY      8.250    19.750  3/15/2019
Nine West Holdings Inc      JNY      6.125    15.750 11/15/2034
Nine West Holdings Inc      JNY      6.875    18.375  3/15/2019
Nine West Holdings Inc      JNY      8.250    19.000  3/15/2019
Nuverra Environmental
  Solutions Inc             NESC     9.875    12.676  4/15/2018
OMX Timber Finance
  Investments II LLC        OMX      5.540     9.500  1/29/2020
Orexigen Therapeutics Inc   OREX     2.750    21.000  12/1/2020
Permian Holdings Inc        PRMIAN  10.500    29.250  1/15/2018
Permian Holdings Inc        PRMIAN  10.500    29.875  1/15/2018
Pernix Therapeutics
  Holdings Inc              PTX      4.250    23.625   4/1/2021
Pernix Therapeutics
  Holdings Inc              PTX      4.250    23.429   4/1/2021
Pfizer Inc                  PFE      6.200   109.800  3/15/2019
Prospect Holding Co LLC /
  Prospect Holding
  Finance Co                PRSPCT  10.250    29.625  10/1/2018
Prospect Holding Co LLC /
  Prospect Holding
  Finance Co                PRSPCT  10.250    29.625  10/1/2018
Rex Energy Corp             REXX     8.875    36.243  12/1/2020
Rex Energy Corp             REXX     6.250    26.250   8/1/2022
River Rock Entertainment
  Authority                 RIVER    9.000    20.125  11/1/2018
Rolta LLC                   RLTAIN  10.750    22.000  5/16/2018
SAExploration Holdings Inc  SAEX    10.000    47.500  7/15/2019
Samson Investment Co        SAIVST   9.750     5.375  2/15/2020
Sequa Corp                  SQA      7.000    56.000 12/15/2017
Sequa Corp                  SQA      7.000    54.625 12/15/2017
Sidewinder Drilling Inc     SIDDRI   9.750     7.500 11/15/2019
Sidewinder Drilling Inc     SIDDRI   9.750     6.000 11/15/2019
SquareTwo Financial Corp    SQRTW   11.625    20.625   4/1/2017
Stone Energy Corp           SGY      1.750    60.250   3/1/2017
SunEdison Inc               SUNE     5.000    52.000   7/2/2018
SunEdison Inc               SUNE     2.000     2.750  10/1/2018
SunEdison Inc               SUNE     2.750     3.125   1/1/2021
SunEdison Inc               SUNE     3.375     2.875   6/1/2025
SunEdison Inc               SUNE     2.375     3.250  4/15/2022
SunEdison Inc               SUNE     2.625     2.625   6/1/2023
SunEdison Inc               SUNE     0.250     3.200  1/15/2020
TMST Inc                    THMR     8.000    10.730  5/15/2013
Talos Production LLC /
  Talos Production
  Finance Inc               TALPRO   9.750    52.500  2/15/2018
Talos Production LLC /
  Talos Production
  Finance Inc               TALPRO   9.750    52.500  2/15/2018
TerraVia Holdings Inc       TVIA     5.000    41.000  10/1/2019
TerraVia Holdings Inc       TVIA     6.000    65.333   2/1/2018
Terrestar Networks Inc      TSTR     6.500    10.000  6/15/2014
TetraLogic
  Pharmaceuticals Corp      TLOG     8.000     4.250  6/15/2019
Texas Competitive Electric
  Holdings Co LLC /
  TCEH Finance Inc          TXU     11.500    31.000  10/1/2020
Texas Competitive Electric
  Holdings Co LLC /
  TCEH Finance Inc          TXU     15.000     0.720   4/1/2021
Texas Competitive Electric
  Holdings Co LLC /
  TCEH Finance Inc          TXU     11.500    28.625  10/1/2020
Texas Competitive Electric
  Holdings Co LLC /
  TCEH Finance Inc          TXU     15.000     6.830   4/1/2021
Trans-Lux Corp              TNLX     8.250    20.125   3/1/2012
Triangle USA
  Petroleum Corp            TPLM     6.750    25.010  7/15/2022
Triangle USA
  Petroleum Corp            TPLM     6.750    25.010  7/15/2022
UCI International LLC       UCII     8.625    22.000  2/15/2019
Venoco LLC                  VQ       8.875     1.270  2/15/2019
Verso Paper Holdings
  LLC / Verso Paper Inc     VRS     11.750    17.000  1/15/2019
Verso Paper Holdings
  LLC / Verso Paper Inc     VRS     11.750    17.000  1/15/2019
Violin Memory Inc           VMEM     4.250    28.620  10/1/2019
Walter Energy Inc           WLTG     9.500     0.489 10/15/2019
Walter Energy Inc           WLTG     8.500     0.604  4/15/2021
Walter Energy Inc           WLTG     9.500     0.489 10/15/2019
Walter Energy Inc           WLTG     9.500     0.489 10/15/2019
Walter Energy Inc           WLTG     9.500     0.489 10/15/2019
WideOpenWest Finance
  LLC / WideOpenWest
  Capital Corp              WOWFIN  13.375   106.000 10/15/2019
iHeartCommunications Inc    IHRT    10.000    70.000  1/15/2018
rue21 inc                   RUE      9.000    22.000 10/15/2021
rue21 inc                   RUE      9.000    22.000 10/15/2021


                            *********

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
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Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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                   *** End of Transmission ***