TCR_Public/161216.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, December 16, 2016, Vol. 20, No. 350

                            Headlines

A&A WHEELER: Disclosures OK'd; Plan Confirmation Hearing on Jan. 18
ABEINSA HOLDING: Hires Prime Clerk as Administrative Advisor
ABEINSA HOLDING: Reorganization & Liquidation Plans Confirmed
ADVANCED SOLIDS: Hires Langley & Banack as Attorneys
ALABAMA STATE UNIV.: S&P Affirms 'B' Rating, Off Watch Developing

ALSON ALSTON: JPMC Specialty To Be Paid $260,220 Under Plan
AM PRECISION: Case Summary & 20 Largest Unsecured Creditors
ANDREW WELLS MOULTON: Plan Disclosures Filing Before Feb. 20
ARTHUR MANNING: Bayview To Continue to Get $3,339 Until 2036
ASCENT GROUP: Can Get DIP Loan, Use Regions Cash on Final Basis

ASOCIACION DE PROPIETARIOS: Hearing on Disclosures on Jan. 12
AVERY LAND: Allowed to Get BDH Gypsum DIP Loan on Final Basis
AVISON YOUNG: S&P Affirms B+ Rating on Sr. Unsecured Notes
B&L EQUIPMENT: Principals Contributing Up to $2MM To Pay Unsecureds
BAY CIRCLE: Wants to Continue Using Cash Through April 2017

BAY CIRCLE: Wants to Use $20K Cash Collateral for Examiner's Fees
BERNARD L. MADOFF: Victims Set to Start 2017 With $342M Payout
BETHANY COLLEGE: S&P Removes 'B+' Rating from CreditWatch Dev.
BMW PARTNERSHIP: Richard Merritt Objects to Disclosure Statement
CARIBBEAN CREAMERY: Jan. 10 PLan Confirmation Hearing

CHALFONT ROCK: Feb. 22 Disclosure Statement Hearing
CHAPARRAL ENERGY: Milbank Tweed Represents Contrarian Capital et al
CHC GROUP: Delaware Trust Replaces Law Debenture as Panel Member
CHIEFTAIN STEEL: Hires Kerbaugh & Rodes as Accountant and Advisor
CHOUDRIES INC: Lawrence V. Young Named Ch. 11 Trustee

CITY OF PEARL, MS: Moody's Affirms Ba1 GO Rating on $10.9MM Debt
CONCHO RESOURCES: S&P Assigns BB+ Rating on $600MM Sr. Unsec. Notes
CONDADO RESTAURANT: 75% Payment for Unsecured Creditors
CONSOLIDATED AEROSPACE: Moody's Cuts CFR to B3 on Weakened Earnings
CONSOLIDATED COMMUNICATIONS: S&P Rates New $935MM Sec. Loan 'BB-'

CORDERO CORDERO: Needs Additional 90 Days to Win Plan Confirmation
CST BRANDS: S&P Retains 'BB' CCR on CreditWatch Positive
DACCO TRANSMISSION: Hires Ducera as Investment Banker
DACCO TRANSMISSION: Hires FTI Consulting as Financial Advisor
DAVID ZOWINE: Unsecured Creditors to Recoup 100% Over 3 Years

DETROIT, MI: Bankruptcy Accountability Bill Headed for Final OK
DIRECTBUY HOLDINGS: Creditors' Panel Hires Saul Ewing as Counsel
DRIVING MISS DAISY: Unsecureds to Get 100% Over 7-Year Period
E Z MAILING: Obtains Court Approval to Exit Ch. 11 Bankruptcy
EDCON HOLDINGS: South African Retailer Seeks Creditor Protection

EL PRIMERO: Asks Court To Approve Chapter 11 Plan
EMERALD PERFORMANCE: S&P Raises Rating on 2nd-Lien Loan to 'B-'
ENOVA INTERNATIONAL: S&P Lowers Rating on $500MM Sr. Notes to 'B-'
ERICKSON INC: Clarifies Parties That May Join in DIP Syndication
ERWIN WILLIAMS: Disclosure Statement Hearing Set for Jan. 10

ESPLANADE HL: Hires A&G Realty as Real Estate Broker and Investment
FELCOR LODGING: Moody's Hikes Senior Unsecured Rating to B2
FILIP TECHNOLOGIES: Hires Kurtzman Carson as Administrative Agent
FIRST WIVES: Hires MSG's Mann as Chief Restructuring Advisor
GAWKER MEDIA: Liquidation Plan Wins Court Approval

GEIGER DEVELOPMENT: Jan. 24 Plan Confirmation Hearing
GENERAL GLASS: Unsecureds To Recover 25% Under Plan
GENERAL MOTORS: Appeals Bankruptcy-Shield Ruling to Supreme Court
GERALD CASESA: Unsecureds to Get 100% Over 5 Years
GRACE GEMS GALLERIA: Disclosures OK'd; Hearing Set For Jan. 12

GRACIOUS HOME: Case Summary & 20 Largest Unsecured Creditors
GRAND & PULASKI: Hearing on Disclosure Statement Set For Jan. 10
GREATER HOPE: U.S. Trustee Unable to Appoint Committee
GREEN OAK: Hires Christian H. Dribusch as Counsel
GWENDOLYN JOHNSON: Asks Court to Set Plan Hearing for Jan. 5

HANJIN SHIPPING: Must Disclose U.S. Assets, Judge Says
HOANA MEDICAL: Jan. 9 Plan Confirmation Hearing
III TOMATO: Disclosures Conditionally OK'd; Plan Hearing on Jan. 5
ILIANA NEUROSPINE: Wants to Use FDIC Cash Collateral
ILLINOIS POWER: Moody's to Withdraw Ca CFR on Bankr. Filing

INNOVATIVE CONSTRUCTION: Hearing on Plan Outline Set for Jan. 3
J. CREW: S&P Lowers CCR to 'CCC-' on Distressed Debt Buyback
JAVAN PAUL SMITH: Unsecureds To Be Fully Paid Over 60 Months
JEFFREY GUTZWILLER: Disclosure Statement Hearing Set for Jan. 12
JOHN SHARPE: Unsecureds To Be Pro-rata Over 5 Years

JOSEPH D. ROMANIELLO: Wells Fargo To Receive Full Payment
KDA GROUP: YellowPages Object to Disclosure Statement
KING & WOOD MALLESONS: Dentons Drops from Merger Talks
KRATON CORP: Re-Priced Term Loan No Impact on Moody's B1 CFR
LAVA ENTERPRISES: Disclosures Okayed, Plan Hearing on Jan. 11

LEADER INDUSTRIES: Hires Alexander Thompson Arnold as Accountants
LEADER INDUSTRIES: Hires Emerge Law as Counsel
LEVITT HOMES: Disclosures OK'd; Plan Confirmation Hearing on Feb. 7
LIFE CHANGE: Shelby Trustee To Be Fully Paid at 5.25% in 5 Years
LIGHTHOUSE HISTORICAL: Feb. 8 Plan Confirmation Hearing

LIMITLESS MOBILE: Hires Dilworth Paxson LLP as Counsel
LINN ENERGY: Jan. 24 Hearing on LINN Debtors' Reorganization Plan
MANUEL IBANEZ: Unsecureds to Recover 1.2355% Under Plan
MAPPIN LOJAS: Wins Ch.15 Recognition of Brazilian Proceedings
MID CITY TOWER: Applies For Short-Term Bridge Loan to Pay Creditors

MLFTL INC: Unsecureds To Be Paid in Full Over One Year
MOSAIC MANAGEMENT: 2 More Creditors Appointed to Unit's Committee
NEW BEGINNINGS: 7 Facilities Closed, PCO 5th Report Says
NEW BEGINNINGS: City First To Recoup 100% With Interest
NOBLE CORP: S&P Lowers CCR to 'BB-' on Weak Industry Conditions

NORBERTO CRUZ MONTOYO: Unsecureds To Recover 3% Under Plan
ON-CALL STAFFING: Renasant Bank Wants to Prohibit Cash Use
OPTIMA SPECIALTY: Case Summary & 40 Largest Unsecured Creditors
PEABODY ENERGY: Bondholders Bouyed by Trump's Coal Promise
PERFORMANCE SPORTS: Inks Amendments to Credit Agreements

PERFORMANCE SPORTS: PE Firms Weighing Bids to Challenge $575M Deal
PERFORMANT FINANCIAL: S&P Puts 'B+' CCR on CreditWatch Negative
PETROLEX MANAGEMENT: Wants Permanent Extension of Cash Use
PHOENIX MANUFACTURING: Unsecureds To Recoup 5% Under Plan
PICO HOLDINGS: Bloggers Talk Governance Improvements & UCP Struggle

PIERRE LESPINASSE: Secured Creditor Objects to Disclosure Statement
PODIUM PERFORMANCE: Unsecureds to Recoup 2.5% Under Plan
PRECIOUS FORMALS: Must File Plan & Disclosures By April 28
PROJECTOOLS LLC: Has Until April 30 To File Plan & Disclosures
PROVIDENT FUNDING: S&P Raises Sr. Unsecured Rating to B+

RANCHO PALOMITA: Hearing on Disclosure Statement Set For Jan. 10
RAVAGO HOLDINGS: S&P Lowers Rating on Sr. Loan Facility to 'BB-'
RAYTRANS HOLDINGS: Ch. 7 Trustee Bid to Revive Clawback Suit Nixed
RITE AID: S&P Raises Rating on $500MM 2nd-Lien Bank Loan to BB-
SECURED ASSETS BELVEDERE: Court Allows Cash Collateral Use

SERGIO JIMINEZ: Jan. 10 Disclosure Statement Hearing
SEVENTY SEVEN: Strikes Merger Deal with Patterson-UTI
SHANGOL INC: Hires Sanjay Gupta as Realtor
SHERIDAN FUND I: S&P Raises ICR to 'CCC+' on $216MM Capital Raise
SHORELINE ENERGY: Hires Walker as Conflicts & Special Counsel

SINCLAIR TELEVISION: S&P Rates New $1.37BB Term Loan 'BB+'
SOUTHERN TAN: Can Use IRS Cash Collateral on Interim Basis
SOUTHERN TAN: Seeks to Hire Evans & Mullinix as Legal Counsel
SPRINT CORP: S&P Lowers Rating on $3.3BB Credit Facility to 'B+'
STEELCORE CAPITAL: Court Confirms Ch. 11 Liquidation Plan

STONE ENERGY: Case Summary & 30 Largest Unsecured Creditors
SUNCOAST LED: Disclosure Statement Hearing Set for Jan 9
SUTTON 58 OWNER: Lenders to Take Over Manhattan Development
SYDELL INC: Can Use Cash Collateral on Final Basis Until March 31
SYED ALI RAZA: Jan. 11 Disclosure Statement Hearing

TALEN ENERGY: S&P Affirms 'B+' ICR; Outlook Stable
TEMPEST GROUP: U.S. Trustee Unable to Appoint Committee
TLC HEALTH: Can Get DIP Loan, Use Cash Collateral Until Dec. 19
TODD HENNINGS: Ordered to File Revised Disclosure Statement
TOWNRIDGE INC: Disclosure Statement Hearing Set for Jan. 12

TRANSWORLD SYSTEMS: S&P Puts 'CCC' CCR on CreditWatch Positive
VAN ZANDT HOLDING: Disclosures Okayed, Plan Hearing on Jan. 12
VANGUARD HEALTHCARE: Court Allows Continued Use of Cash Collateral
WEST VIRGINIA HIGH: Unsecureds To Get 100% in 4 Quarterly Payments
WRAP MEDIA: Wants to Use SVB Cash Collateral

[*] S&P Revises 13 Issue Ratings in US Retail & Restaurant Sector
[^] BOOK REVIEW: AS WE FORGIVE OUR DEBTORS: Bankruptcy and Consumer
[^] BOOK REVIEW: Lost Prophets -- An Insider's History

                            *********

A&A WHEELER: Disclosures OK'd; Plan Confirmation Hearing on Jan. 18
-------------------------------------------------------------------
The Hon. J. Michael Deasy of the U.S. Bankruptcy Court for the
District of New Hampshire has approved A&A Wheeler Mfg, Inc.'s
second amended disclosure statement dated Nov. 22, 2016, referring
to the Debtor's second amended plan dated Nov. 22, 2016.

A hearing on the confirmation of the Plan will be held on Jan. 18,
2017, at 2:00 p.m.

Objections to the confirmation of the Plan as well as written
acceptances or rejections of the Plan must be filed by Jan. 4,
2017.

As reported by the Troubled Company Reporter, the Debtor filed with
the Court a second amended disclosure statement and its
accompanying plan of reorganization, dated Nov. 22, 2016, which
provide that the Debtor will continue to operate its shed
manufacturing business.  Under the Plan, each holder of an allowed
general unsecured claim will receive, on account of and in full and
final satisfaction, settlement, release and discharge of such claim
100% payable over the Plan Term.

                 About A&A Wheeler Mfg., Inc.

A&A Wheeler Mfg., Inc., based in Lee, New Hampshire, filed for
Chapter 11 bankruptcy (Bankr. D.N.H. Case No. 15-11799) on Nov.
24,
2015.  Its petition was signed by Angela Wheeler, vice president
and CFO.  Judge Bruce A. Harwood presides over the case.  Franklin
C. Jones, Esq., at Wensley & Jones, PLLC, serves as the Debtor's
counsel.  A&A Wheeler disclosed total assets of $1.19 million and
total liabilities of $1.49 million.


ABEINSA HOLDING: Hires Prime Clerk as Administrative Advisor
------------------------------------------------------------
Abeinsa Holding Inc., and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ Prime Clerk as administrative advisor, nunc pro tunc to
September 8, 2016.

The Debtors require Prime Clerk to:

      a. assist with, among other things, solicitation, balloting
and tabulation of votes, and prepare any related reports, as
required in support of confirmation of a chapter 11 plan, and in
connection with such services, process requests for documents from
parties in interest, including, if applicable, brokerage firms,
bank back-offices and institutional holders;

      b. prepare an official ballot certification and, if
necessary, testify in support of the ballot tabulation results;

      c. assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs and
gather data in conjunction therewith;

      d. manage and coordinate any distributions pursuant to a
chapter 11 plan; and

      e. provide such other processing, solicitation, balloting and
other administrative services described in the Engagement
Agreement, but not included in the Section 156(c) Application, as
may be requested from time to time by the Debtors, the Court or the
Office of the Clerk of the Bankruptcy Court (the "Clerk").

Prime Clerk will be paid at these rates:

Claim and Noticing Rates

    Analyst                                     $20-$45
    Technology Consultant                       $35-$85
    Consultant/Senior Consultant                $65-$170
    Director                                    $175-$190
    Chief Operating Officer and
       Executive Vice President                 No charge

Solicitation, Balloting and Tabulation Rates
   
   Solicitation Consultant                      $190
   Director of Solicitation                     $200

Printing and Noticing Services
  
   Printing                                    
$0.09 per page
   Customization/Envelope Printing              $0.05 each
   Document folding and inserting               No charge
   Postage/Overnight Delivery                   Preferred Rates
   E-mail Noticing                              No charge
   Fax Noticing                                 0.08 per page
   Proof of Claim Acknowledgment                No charge
   Card Envelopes                               Vary by Size

Newspaper and Legal Notice Publishing
    Coordinate and publish
    legal notices                              Available on
request

Case Website
    Case Website setup                          No charge
    Case Website hosting                        No charge
    Update case docket and claims register      No charge

Client Access
    Access to secure client
       login (unlimited users)                  No charge
    Client customizable reports on demand
       or via scheduled email
       delivery (unlimited quantity)            No charge
    Real time dashboard analytics
       measuring claim and
       ballot information and       
       document processing status               No charge

Data Administration and Management

    Inputting proofs of claim
        and ballots                            Standard hourly
rates
    Electronic Imaging                         $0.08 per image
    Data Storage, maintenance and security     $0.10/record/month
    Virtual Data Rooms                         Available on
request

On-line Claim Filing Services

    On-line claim filing                        No charge

Call Center Services
    Case-specific voice-mail box                No charge
    Interactive Voice Response (“IVR”)          No charge
    Monthly maintenance                         No charge
    Call center personnel                       Standard Hourly
Rates
    Live chat                                   Standard Hourly
Rates

Disbursement Services
    Check issuance and/or Form 1099             Available on
request
    W-9 mailing and maintenance
       of TIN database                          Standard hourly
rate

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

Michael J. Frishberg, co-president and chief operating offices of
Prime Clerk LLC, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.

Prime Clerk may be reached at:

      Michael J. Frishberg
      Prime Clerk LLC
      830 3rd Avenue, 9th floor
      New York, NY 10022
      Tel: 212.257.5445
      E-mail: mfrishberg@primeclerk.com

                   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.


ABEINSA HOLDING: Reorganization & Liquidation Plans Confirmed
-------------------------------------------------------------
Delaware Bankruptcy Judge Kevin J. Carey on Wednesday confirmed
Abeinsa Holding Inc. and its affiliates' Chapter 11 plans.

"Before me for consideration is confirmation of the Debtors'
Modified First Amended Plans of Reorganization and Liquidation, a
critical component to the global reorganization of Abengoa, S.A.
("Abengoa" or "Parent").  The debtors have resolved virtually all
objections to confirmation of the Plan. Only two remain: the United
States Trustee's objection concerns the breadth of the "debtor
releases" and the "third-party releases," the other is by Portland
General Electric Company ("PGE"), an Oregon public utility, who has
raised almost every conceivable classic confirmation objection to
the Plan," Judge Carey wrote in his Opinion on Confirmation of the
Debtors' Modified First Amended Plan of Reorganization and
Liquidation dated Dec. 14.

"The only thing missing from the PGE objection is the proverbial
kitchen sink." he said.

"I conclude that the Plan meets the requirements for confirmation
and the objections filed by PGE and the US. Trustee are overruled.
The parties are directed to confer and to submit an order
confirming the Plan, under certification, consistent with this
Opinion," he ruled.

According to a Reuters report, PGE argued the plan violated U.S.
bankruptcy law, which requires a shareholder to relinquish its
entire investment if creditors are not paid in full.  PGE is
involved in litigation with an Abengoa affiliate over a botched
power plant project and its lawyer, Al Smith, Esq.,, argued the
various bankrupt Abengoa affiliates hold more cash than the parent
is investing to retain control.  "Every penny that is going into
this plan, which is purportedly from Abengoa, is coming from the
debtors themselves," Mr. Smith told Reuters.

In another Reuters report, the U.S. Trustee argued that the Plan
violates the law by shielding the Spanish renewable energy parent
from lawsuits.  Aside from criticizing the broad releases from
lawsuits, the U.S. Trustee said Abengoa's plan to retain an equity
stake in Abeinsa even though the U.S. unit's creditors are not
being paid in full violates the U.S. Bankruptcy Code.  The U.S.
Trustee said the U.S. reorganization may also fail to provide
"sufficient, or sufficiently convincing" financial information and
may not meet feasibility requirements, the report further related.

According to Judge Carey, the record in the case supports a
conclusion that the New Value Contribution meets the requirements
for the new value exception; that is, it is new, substantial, money
or money's worth, necessary for a successful reorganization and
reasonably equivalent to the interest being retained.

The Court's opinion noted that the Debtors argue the Holders of
Allowed Equity Interests are providing the New Value Contribution
in exchange for retaining or reinstating their Equity Interests.
As a result of negotiations between the Debtors and the Creditors'
Committee -- which were protracted, arm's-length and, at times,
contentious), the  New Value Contribution has increased from $21.5
million in the initial plan to $38 million.

In a court filing on Dec. 7, the Debtors told the Court that prior
to the negotiations with the Committee, they committed to obtain
from Parent new value in the amount of $21.5 million and $3 million
to fund pursuit of litigation claims.  As a result of the
Committee's negotiations, the Committee obtained a significant
increase in the consideration for unsecured creditors in the form
of the New Value Contribution.  While the ultimate value of the
shared assets is uncertain at this time, the amount of the New
Value Contribution has increased from $21.5 million in the Initial
Plan, to $38 million plus certain other items in the Amended Plan,
an increase of 78%.

In a declaration filed with the Court, William H. Runge, III,
Managing Director of Alvarez & Marsal North America, LLC, said,
"The Parent (Abengoa S.A.) will contribute $23 million in Cash,
with respect to the EPC Reorganizing Debtors, which funding stems
from the financing that is anticipated to be provided by the New
Money Financing Providers in connection with the MRA, which
includes the following: (i) Cash to fund the EPC Reorganization
Distribution in the amount of $20 million, (ii) the first $28
million of Litigation Trust Causes of Action, following an advance
of $3 million to the Litigation Fund to prosecute such claims
(provided, however, that the $3 million of recoveries resulting
from the prosecution of the Litigation Trust Causes of Action will
revert back to the parent at such time as the Litigation Trust has
obtained a net recovery on the Litigation Trust Causes of Action of
more than $28 million dollars ($28,000,000).) In addition, the
Parent is gifting proceeds of Solar (i) $6.5 million for a Surety
Reserve to beneficiaries of Holders of Allowed Claims in EPC
Reorganizing Debtors Class 6 (Debt Bonding Claims) and Solar
Reorganizing Debtor Class 6 (Debt Bonding Claims); and (ii) an
additional $4 million with respect to the EPC Reorganizing Debtors.
Additionally, the Parent will contribute $750,000 under each of the
EPC Liquidating Plan and the Bioenergy and Maple Liquidating Plan,
and shall gift from the proceeds of Solar an additional $1 million
dollars for the EPC Liquidating Plan."

Alvarez & Marsal has been engaged by Abengoa S.A., the ultimate
parent of the Abeinsa Debtors, since December 2015 to provide an
array of services to Abengoa Parent and its subsidiaries within and
outside the United States.

PGE argues that the New Value Contribution is not "new," claiming
that $30 million of the funds used to pay the New Value
Contribution come from Solar, which is 100% owned by EPC
Reorganizing Debtors.  PGE argues the funds already belong to the
EPC Reorganizing Debtors.

Judge Carey said this argument has no support in the record.  He
said the record reflects that Solar, which is not an EPC
Reorganizing Debtor, but is the subject of a separate, stand-alone
plan, is contributing only $11.5 million of new value.   Even if
this portion of the New Value Contribution were excised, the
remaining portion of the contribution is sufficient to satisfy the
exception, Judge Carey held.

Judge Carey noted that Mr. Runge's Declaration provides that the
New Value Contribution represents approximately 8% of the amount of
Allowed General Unsecured Claims against the EPC Reorganizing
Debtors.  "It is essential to the successful reorganization of the
EPC Reorganizing Debtors, as it is the only source of material cash
consideration available to provide recoveries to creditors.

Mr. Runge also testified that the New Value Contribution exceeds
any potential value of the Equity Interests, which likely have
little or no economic value.

Mr. Runge testified that: "[M]y review of the books and records of
the EPC Reorganizing Debtors and their operating histories leaves
me with the impression that, without the New Value Contributions
and going forward financial and operating support of the Abengoa
Group, the EPC Reorganizing Debtors would have no value, and should
be liquidated.  As such, absent the New Value Contribution, the
Equity Interests in the EPC Reorganizing Debtors have no or de
minimis market value, because without remaining part of the Abengoa
Group, the EPC Reorganizing Debtors' Estates would have little or
no value and would be liquidated."

According to Judge Carey, the New Value Contribution must be viewed
in the context of the Plan, including all four of the sub-plans,
and the Spanish proceedings as a whole.  Without it, the Plan
cannot be confirmed and liquidation of the EPC Reorganizing Debtors
would result in less than 1% payment, especially when holders of
the guaranty claims of approximately $6.8 billion would be entitled
to share in the distribution to holders of unsecured claims.  

No contrary evidence was offered by PGE, Judge Carey said.

A copy of Judge Carey's Opinion is available at:

          http://bankrupt.com/misc/deb16-10790-1033.pdf

On Dec. 7, the Debtors filed with the Court an amended Chapter 11
Plan and a blacklined copy of that Plan reflecting all changes made
to the Plan since it was filed on Dec. 2.  The blackline reflects
changes made to address concerns raised by certain objecting
parties, as well as to reflect the terms of the Debtors'
negotiations with the Official Committee of Unsecured Creditors.  

A blacklined copy of the Amended Plan is available at:

          http://bankrupt.com/misc/deb16-10790-0991.pdf

                      About Abeinsa Holding

U.S. units of Abengoa S.A., namely 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.


ADVANCED SOLIDS: Hires Langley & Banack as Attorneys
----------------------------------------------------
Advanced Solids Control, LLC seeks authorization from the U.S.
Bankruptcy Court for the Western District of Texas to Langley &
Banack, Inc., as attorneys.

The Debtor requires Langley & Banack to give legal advice with
respect to the Debtor's duties and powers in this case and handle
all matters which come before the Court in this case.

The Debtor will compensate Langley & Banack at $375.00 per hour.

A retainer in the amount of $30,000 has been given to  the  law
firm by the Debtor.

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

Langley & Banack may be reached at:

       William R. Davis, Jr. Esq.
       Langley & Banack, Inc.
       745E Mulberry, Suite900
       San Antonio, TX 78212
       Tel: (210)736-6600

            About Advanced Solids Control, LLC

Advanced Solids Control, LLC filed a Chapter 11 bankruptcy petition
(Bankr. W.D.Tex. Case No. 16-52748) on December 2, 2016.  William
R. Davis, Jr. Esq. at Langley & Banack, Inc. serves as bankruptcy
counsel.

The Debtor's assets and liabilities are both below $1 million.


ALABAMA STATE UNIV.: S&P Affirms 'B' Rating, Off Watch Developing
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' rating on Alabama State
University (ASU) and removed it from CreditWatch with developing
implications.  The outlook is negative.

"We have reviewed the impact of the Higher Education Scoring
Model's errors on ASU and have determined that the university's
rating was not impacted," said S&P Global Ratings credit analyst
Jessica Matsumori.  "As a result, we have affirmed the rating and
returned the outlook to negative," Ms. Matsumori added.

The 'B' rating reflects S&P's view of the return of full
accreditation status to the school, and less volatile management
after a period of complete turnover and restructuring.  The
stability supports the university's ability to address its
declining enrollment and weakened financial operations.



ALSON ALSTON: JPMC Specialty To Be Paid $260,220 Under Plan
-----------------------------------------------------------
Alson Alston filed with the U.S. Bankruptcy Court for the Middle
District of Pennsylvania a seventh amended disclosure statement and
seventh amended plan of reorganization dated Nov. 21, 2016.

Class 2 - Secured Claim of JPMC Specialty Mortgage LLC -- estimated
at  $738,308 -- is unimpaired under the Plan.  Total plan payments
for this class is $260,220.

Payments and distributions under the Plan will be funded through
Alston's continued operation of his rental properties and his
employment.

The Seventh Amended Disclosure Statement is available at:

           http://bankrupt.com/misc/pamb14-03454-425.pdf

As reported by the Troubled Company Reporter, JPMorgan Chase Bank,
National Association as Servicer for JPMC Specialty Mortgage LLC
fka Wm Specialty Mortgage LLC, filed an objection to sixth amended
disclosure statement and sixth amended plan of reorganization filed
by Alson Alston.

JPMorgan Chase holds an allowed claim, secured by Debtor's
property
located at 431 West 146th Street, New York, New York 10031.
JPMorgan Chase  is in the process of filing its proof of claim.

The Debtor's Sixth Amended Proposed Plan and Amended Disclosure
Statement states that JPMorgan Chase is in Class 2 and that the
movant's treatment will be unimpaired.

"It appears that Movant is actually impaired as Debtor's Sixth
Amended Proposed Plan and Amended Disclosure Statement does not
provide for payment to movant of any arrearages," JPMorgan Chase
says.

                       About Alson Alston

Alson Alston -- dba Alston Business Consulting, dba Songhai City,
LLC, dba Songhai Enterprises, LLC, dba Songhai City Entertainment,
LLC, dba Songhai City Real Estate, LLC, dba Encore General
Merchandise LLC, dba Encore General Store, dba Dragon Management
Services, aka Al Alston -- is an individual who purchased various
parcels of commercial or mixed-use (commercial and residential)
real estate as a profit-making venture.  In addition, the Debtor
operated several businesses at several of those Properties.

The Debtor filed a Chapter 11 Petition (Bankr. M.D. Pa. Case No.
14-03454) on July 28, 2014.


AM PRECISION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: AM Precision Machining Inc.
        170 Lively Blvd
        Elk Grove Village, IL 60007

Case No.: 16-39379

Chapter 11 Petition Date: December 14, 2016

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Pamela S. Hollis

Debtor's Counsel: Jeffrey Strange, Esq.
                  JEFFREY STRANGE & ASSOCIATES
                  717 Ridge Road
                  Wilmette, IL 60091
                  Tel: 847-256-7377
                  Email: jstrangelaw@aol.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Stanley Kozlowski, president.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb16-39379.pdf


ANDREW WELLS MOULTON: Plan Disclosures Filing Before Feb. 20
------------------------------------------------------------
Judge K. Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida ordered Andrew Wells Moulton to file his plan
of reorganization and disclosure statement on or before Feb. 20,
2017.

The Disclosure Statement must, at the minimum, contain adequate
information pertaining to the Debtor in the following areas:

(a) Pre- and post-petition financial performance;
(b) Reasons for filing Chapter 11;
(c) Steps taken by the Debtor since filing of the petition to
facilitate its reorganization;
(d) Projections reflecting how the Plan will be feasibly
consummated;
(e) A liquidation analysis; and
(f) A discussion of the Federal tax consequences as described in
section 1125(a)(1) of the Bankruptcy Code.

Andrew Wells Moulton filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Case No. 16-09525) on Nov. 4, 2016. Debtor is
represented by R. John Cole, II, Esq. of COLE & COLE LAW, P.A.


ARTHUR MANNING: Bayview To Continue to Get $3,339 Until 2036
------------------------------------------------------------
Arthur G. Manning and Deirdre M. Manning filed with the U.S.
Bankruptcy Court for the Southern District of New York a disclosure
statement regarding their fifth amended plan of reorganization.

The Class 1 Claim consists of the secured claim of Bayview secured
by the Debtors' real property located at 230 Riverside Drive,
Apartment 8-0, in New York.  Bayview filed a secured proof of claim
in the amount of $745,596.  By Aug. 2015 Stipulation and Order
dated Aug. 17, 2015, the Bankruptcy Court approved a loan
modification agreement, through a program called Making Home
Affordable found by Mrs. Manning, which provides for monthly
payments of $3,339.69 until Dec. 1, 2036, when the remaining
balance of $482,669.68 will be due. The Debtors have been paying
the monthly amount to Bayview since July 2015.

Accordingly, the Holder of the Allowed Bayview Secured Claim will,
on account of its Allowed Secured Claim, continue to be paid,
monthly, in Cash, outside of the Plan by the Debtors in accordance
with the Aug. 2015 Stipulation and Order, retain its interest in
the NYC Property until paid in full, and retain unaltered the
legal, equitable and contractual rights to which such Allowed
Secured Claim entitles the Holder thereof.

The Class 2 Claim consists of the secured claim of Di Tech
Financial secured by the Debtors' real property located at 41 Sea
Swept Lane, in Gouldsboro, ME 04607. The prior servicer, Bank of
America, N.A., filed a secured proof of claim in the amount of
$1,014,745. The Debtors and Bank of America have stipulated that
the value of the property securing the Di Tech Financial Secured
Claim is $650,000 and have agreed to amortize a thirty-year
mortgage on that amount with a 5% interest rate, subject to
Bankruptcy Court approval. Therefore, the Di Tech Financial Secured
Claim will be Allowed in the amount of $650,000 and the deficiency
portion will be classified in Class 3. The Debtors have been paying
the monthly amount of $3,986 since July 2015 and plan to
memorialize this arrangement with a proposed Nov. 2016 Stipulation
and Order.

Accordingly, the Holder of the Allowed Di Tech Financial Secured
Claim will, on account of its Allowed Secured Claim, continue to be
paid monthly, in Cash, outside of the Plan by the Debtors, and
retain its interest in the Maine Property until paid in full,
pursuant to the proposed Oct. 2016 Stipulation and Order.

The Plan will be funded by: (i) Cash on hand, estimated at $75,000
(ii) the Reorganized Debtors' projected disposable income generated
from Arthur Manning's practice of medicine and Deirdre Manning's
social security income; and (iii) the Exit Loan.  The Reorganized
Debtors will (i) fund the Plan Payments by paying $6,000 per month
into the Plan Distribution Account during the Term and (ii) pay the
Bayview Secured Claim and the Bank of America Secured Claim outside
of the Plan pursuant to the Aug. 2015 Stipulation and Order and the
Nov. 2016 Stipulation and Order relating to each Secured Claim, as
applicable.

A full-text copy of the Disclosure Statement is available at:

       http://bankrupt.com/misc/nysb11-15109-203.pdf

                    About the Mannings

Arthur G. Manning has been a medical doctor since 1991 and is
board
certified by the American Board of Family Practice. He is
currently
employed as an emergency medicine physician by Maine Coast
Memorial
Hospital, located at 50 Union Street, Ellsworth, Maine. Dr.
Manning
has an annual base salary of $322,400, consisting of his 40 hour
work week at $155 per hour, which is paid bi-monthly. Dr. Manning
also works extra shifts each month, generating up to an additional
$2,400 per shift.

Deirdre Manning is a professional flutist and a homemaker.

Arthur G. Manning and Deirdre M. Manning filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Case No. 11-15109) on Nov.
1, 2011. The Debtors are represented by Janice B. Grubin, Esq., at
LeClairRyan, A Professional Corporation, in New York.


ASCENT GROUP: Can Get DIP Loan, Use Regions Cash on Final Basis
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Ascent Group, LLC to use cash collateral and obtain
postpetition financing from My ER ETCPR, LP on a final basis.

The Debtor is indebted to Regions Bank in the amount of $500,000
pursuant to a revolving line of credit, and in the principal amount
of $2,500,000 pursuant to a term loan.  Regions Bank asserts a lien
and security interest on substantially all of Ascent Group's
personalty assets existing as of the Petition Date and their cash
proceeds.

The Court acknowledged that the continued use of cash collateral
and the requested DIP Facility pursuant to the projected expenses
set forth in the approved Budget are necessary to the Debtor's
going concern and may preserve value while the Debtor markets its
assets for a potential sale.

The Debtor was authorized to use Regions Bank’s cash collateral
to fund working capital, operating expenses, capital expenditures,
fixed charges, payroll, and all other general corporate purposes
arising in the Debtor’s ordinary course of business, and to pay
the costs and expenses related to the administration of Debtor’s
bankruptcy case, including reasonable professional fees and certain
other expenses.  The Debtor's use of cash collateral will end on
the last day of the time period set forth in the approved Budget.

The Debtor was also authorized to obtain post-petition secured
financing from the DIP Lender in an amount of up to $300,000, for
the following non-exclusive purposes:

     (1) to pay interest, fees, and expenses in connection with the
DIP Facility to the DIP Lender in accordance with the DIP Financing
Documents;

     (2) to pay certain working-capital and general corporate
operating expenses incurred by the Debtor-in-Possession after the
Petition Date in the ordinary course of business, including,
without limitation, payroll, capital expenditures, vendors,
supplies, marketing and advertising, rent, facility maintenance,
utilities, and related administrative expenses; and

     (3) certain costs and expenses related to the administration
of the Bankruptcy Case, including reasonable fees of the Case
Professionals and certain other expenses, as contemplated in the
Budget and allowed by the Bankruptcy Court.

The DIP Lender was granted valid, binding, and enforceable liens,
mortgages and security interests in the DIP Collateral, which
consists of certain of the Debtor's personal property and all their
products and proceeds.  The DIP Liens will be a first priority
senior and priming lien on the DIP Collateral, subject to the
Carveout and Permitted Encumbrances.

Regions Bank was granted replacement liens and security interests
in all accounts receivable generated by the Debtor after the
Petition Date.  Regions Bank was also granted a priority
administrative expense claim to the extent of the diminution in
value of its collateral, in the event that the adequate protection
provided is insufficient to protect Regions Bank's security
interests from the Debtor's use of Regions Bank's cash collateral.

The Court held that all accounts receivable generated by the Debtor
after the Petition Date will be encumbered by security interests in
favor of Regions Bank and the DIP Lender.  It further held that
subject to the Carveout, Regions Bank will have a senior, priming
lien on all of accounts generated by the Debtor after the Petition
Date only to the extent of the diminution in value of Regions
Bank’s security interests in the cash proceeds of accounts
generated prior to the Petition Date.  The Court added that the DIP
Lender will have a subordinate lien on such accounts generated by
the Debtor after the Petition Date only to the extent of the
diminution in value of Regions Bank’s security interests in the
cash proceeds of accounts generated prior to the Petition Date and
a senior lien on the residual amount of accounts generated by the
Debtor after the Petition Date and the cash proceeds thereof in
excess of the diminution in value of Regions Bank’s security
interests in the cash proceeds of accounts generated prior to the
Petition Date.

The Carveout consists of allowed administrative expenses pursuant
to 28 U.S.C. Section 1930(a)(6) and allowed reasonable fees and
expenses of the Case Professionals as provided in the approved
Budget and incurred prior to the Termination Date, plus an amount
of up to $40,000 for such fees and expenses incurred after a
Termination Date.

The Court ruled that Dallas County, Texas, which alleged that it is
the Debtor's secured creditor and that it maintains validly
perfected statutory liens arising under Texas law on certain
business personal property of the Debtor, will retain the priority
of its liens pursuant to Texas law and its rights to payment of its
claim from the proceeds of the sale of any collateral in which
Dallas County maintains a lien.

A full-text copy of the Order, dated December 12, 2016, is
available at
http://bankrupt.com/misc/AscentGroup2016_1634436sgj11_71.pdf

                      About Ascent Group, LLC.

Ascent Group, LLC d/b/a Physicians ER Oak Lawn filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 16-34436), on November 14,
2016. The petition was signed by Karen Kuo, member. The case is
assigned to Judge Stacey G. Jernigan. The Debtor is represented by
Marcus Alan Helt, Esq., Gardere Wynne Sewell LLP. At the time of
filing, the Debtor had estimated $1 million to $10 million in both
assets and liabilities.



ASOCIACION DE PROPIETARIOS: Hearing on Disclosures on Jan. 12
-------------------------------------------------------------
The Hon. Edward A Godoy of the U.S. Bankruptcy Court for the
District of Puerto Rico has scheduled for Jan. 12, 2017, at 9:30
a.m. the hearing to consider Asociacion De Propietarios Condominio
Radio Centro's disclosure statement referring to the Debtor's plan
of reorganization.

Objections to the Disclosure Statement must be filed not less than
14 days prior to the hearing.

Asociacion De Propietarios Condominio Radio Centro sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R.
Case No. 16-03291) on April 27, 2016.  The Debtor is represented by
Gloria Justiniano Irizarry, Esq., at Justiniano's Law Office.


AVERY LAND: Allowed to Get BDH Gypsum DIP Loan on Final Basis
-------------------------------------------------------------
Judge August B. Landis of the U.S. Bankruptcy Court for the
District of Nevada authorized Avery Land Group, LLC, to obtain
postpetition financing from BDH Gypsum on a final basis.

The Debtor is authorized to obtain secured postpetition financing
in an aggregate principal amount of up to $500,000, pursuant to the
terms of the DIP Credit Agreement.

As previously reported by the Troubled Court Reporter, the relevant
terms of the DIP Credit Agreement, among others, are:

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

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

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

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

A full-text copy of the Order, dated Dec. 13, 2016, is available at

http://bankrupt.com/misc/AveryLand2016_1614995abl_139.pdf

                 About Avery Land Group, LLC

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

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

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

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


AVISON YOUNG: S&P Affirms B+ Rating on Sr. Unsecured Notes
----------------------------------------------------------
S&P Global Ratings said that it has reviewed its recovery and
issue-level ratings for Avison Young (Canada) Inc. that were
labeled as "under criteria observation" (UCO) after publishing its
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 are raising S&P's recovery ratings to 3 from 4.

These rating actions stem solely from the application of S&P's
revised recovery criteria and do not reflect any change in its
assessment of the corporate credit ratings for issuers of the
affected debt issues.

S&P's recovery analysis includes an undrawn revolving bank line of
$30 million and the proposed $130 million senior secured notes.
S&P expects that Avison Young will use some of the proceeds to
redeem its existing indebtedness (a revolver over $76 million).

Recovery Analysis

Simplified waterfall

   -- Emergence EBITDA: $28.7 mil.
   -- Multiple: 5.0x
   -- Gross recovery value:   $143.3 mil.
   -- Net recovery value for waterfall after admin expenses (5%)
      [and pensions, if applicable]: $136.1 mil.
   -- Obligor/non obligor valuation split: 100%/0%  
   -- Estimated priority claims [ABL or other]: $34.5 mil.
   -- Remaining recovery value: $101.7 mil.  
   -- Estimated first lien claim: $179.8 mil.
   -- Value available for first lien claim: $101.7 mil.
   -- Recovery range: 50-70% (at the lower end)

RATINGS LIST

Avison Young (Canada) Inc.
    Issuer Credit Rating               B+/Stable/--

Rating Affirmed, Recovery Revised      To         From
    Senior Unsecured                   B+         B+
    Recovery Rating                    3L         4L



B&L EQUIPMENT: Principals Contributing Up to $2MM To Pay Unsecureds
-------------------------------------------------------------------
B&L Equipment Rentals, Inc., filed with the U.S. Bankruptcy Court
for the Eastern District of California a disclosure statement dated
Nov. 29, 2016, referring to the Debtor's plan of reorganization.

The Debtor will to operate its business after confirmation of the
Plan.  The Debtor expects to return to profitability in 2017 and
2018.  The Debtor's expectations are supported by the fact that the
Debtor's cash receipts have increased from a low of $400,108.05 in
May 2016 to $772,910.60 in October 2016 including the collection of
$701,305.35 in accounts receivable in October 2016.  The Debtor
anticipates that its income and expenses will be stable and
consistent during the Term of the Plan and that it will generate
sufficient income to make the payments required by the Plan.

The Debtor's principals will make contributions of up to $2 million
from March 1, 2017, through Oct. 1, 2018, from which the Debtor
will be able to repay all allowed general unsecured claims without
any reference to the income generated by the operation of the
Debtor's business.

The contributions will insure the feasibility of the Plan as it
relates to general unsecured creditors.

The term of the Plan will not exceed 24 months after the Effective
Date of the Plan.

The Plan provides for payment in full of all allowed claims during
the Term of the Plan.

The Disclosure Statement is available at:

              http://bankrupt.com/misc/caeb15-14685.pdf

                     About B&L Equipment Rentals

B&L Equipment Rentals, Inc., is a corporation doing business in
Texas, Nevada, Colorado, and California.  The Debtor's principal
place of business is in Bakersfield, California.  The Debtor is in
the oilfield service business and the Debtor started its business
in 1990.  

The Debtor filed a Chapter 11 bankruptcy petition (Bankr. E.D. Cal.
Case No. 15-14685) on Nov. 30, 2015.  The petition was signed by
Lawrence F. Jenkins as president.  The Debtor listed total assets
of $17.2 million and total debt of $5.02 million.  The Law Office
of Leonard K. Welsh represents the Debtor as counsel.  The case has
been assigned to Judge Rene Lastreto II.

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


BAY CIRCLE: Wants to Continue Using Cash Through April 2017
-----------------------------------------------------------
Bay Circle Properties, LLC, DCT Systems Group, LLC, Sugarloaf
Centre, LLC and Nilhan Developers, LLC ask the U.S. Bankruptcy
Court for the Northern District of Georgia for authorization to
continue using the cash collateral of Bay Point Capital Partners,
LP and SIMBA Global PTY Ltd. from January 2017 through April 2017.

The Debtors own 12 different real properties in the Atlanta
metropolitan area.  The Properties include office/warehouse
buildings, retail shopping centers and free standing single tenant
buildings.

The Debtors intend to continue using cash collateral to pay for the
normal operating expenses of the Properties, which include alarm
services, landscaping, accounting services, insurance, utilities,
taxes and other expenses incidental to maintaining the Properties.
The Debtors contend that the payment of expenses are due and
payable upon receipt of the goods or services, thereby making it
essential that they have access to funds to pay for these goods and
services.

The Debtors' proposed Cash Collateral Budget provides for the
following total disbursements:

     (1) DCT Systems Group LLC:

          January 2017: $15,269.65
          February 2017: $13,221.65
          March 2017: $13,221.65
          April 2017: $13,522.85

     (2) Bay Circle Properties LLC:

          January 2017: $16,138.70
          February 2017: $14,088.70
          March 2017: $14,088.70
          April 2017: $12,885.90

     (3) Nilhan Developers LLC

          January 2017: $44,314.25
          February 2017: $49,491.05
          March 2017: $42,689.25
          April 2017: $44,314.25

     (4) Sugarloaf Centre LLC

          January 2017: $45,711.91
          February 2017: $15,769.56
          March 2017: $16,184.56
          April 2017: $23,911.91

The Court's Final Order authorized the Debtors to use cash
collateral through Dec. 31, 2016.

A full-text copy of the Debtors' Motion, dated December 12, 2016,
is available at
http://bankrupt.com/misc/BayCircle2015_1558440wlh_517.pdf

                 About Bay Circle Properties, LLC

Bay Circle Properties, LLC, DCT Systems Group, LLC, Sugarloaf
Centre, LLC, Nilhan Developers, LLC, and NRCT, LLC, own 16
different real properties including significant undeveloped
acreage.  The properties also include office/warehouse buildings,
retail shopping centers and free standing single tenant buildings.


They filed Chapter 11 bankruptcy petitions (Bankr. N.D. Ga. Case
Nos. 15-58440 to 15-58444) on May 4, 2015.  The Chapter 11 cases
are jointly administered.  The petitions were signed by Chuck
Thakkar, manager.  The Debtors are represented by John A. Christy,
Esq., J. Carole Thompson Hord, Esq., and Jonathan A. Akins, Esq.,
at Schreeder, Wheeler & Flint, LLP.  The Debtors estimated $1
million to $10 million in both assets and liabilities.

No trustee has been appointed and the Debtors are operating their
businesses as debtors-in-possession.


BAY CIRCLE: Wants to Use $20K Cash Collateral for Examiner's Fees
-----------------------------------------------------------------
Debtor NRCT, LLC, asks the U.S. Bankruptcy Court for the Northern
District of Georgia for authorization to use cash collateral.

The Debtor relates that Wells Fargo Bank, N.A., filed a motion for
the appointment of a Chapter 11 Trustee.  The Court entered an
Order appointing an Examiner, and directed the United States
Trustee to appoint an examiner to investigate the Debtors'
accounting and reconciliation of receipts and expenditures and to
supervise and oversee the Debtors' collection and accounting of
receipts and expenditures and preparation of budgets and reports
during the case.

The Court entered Orders approving interim compensation of $53,940
for the Examiner, $4,852 for the Examiner's Financial
Advisor,$10,303 for the Examiner's counsel, and $935 in expenses
for  the Examiner's counsel.

The Debtor relates that it lacked sufficient monies when the First
Fee Awards were entered to contribute to their payment.  The Debtor
further relates that its affiliated Debtors, Sugarloaf Center, LLC,
Bay Circle Properties, LLC and DCT Systems Group, LLC are paying
the First Fee Awards totaling $70,029.

The Court then granted the second interim applications for payment
of compensation and reimbursement of expenses of $21,560 for the
Examiner, $8,815 for the Examiner's Financial Advisor, and $10,095
for the Examiner's counsel, as well as $802 in expenses for
Examiner's counsel.  The Court directed the Debtors to pay the
Second Fee Awards by March 31, 2017 and provide for the payment in
the cash collateral budgets.

The Debtor contends that Wells Fargo Bank, N.A., transferred its
security interest in the Debtor's assets to Bay Point Capital
Partners, L.P.  The Debtor further contends that because the
Examiner and her  professionals were appointed at the behest of and
for the benefit of Wells Fargo Bank, N.A., the Debtor should be
allowed to pay such expenses from the cash collateral.

The Debtor wants to use $20,000 of the funds on hand to pay 18% of
the total fees and expenses awarded to the Examiner and her
professionals to date.  The Debtor contends that it has yet to pay
any monies towards the fees and expenses awarded.

A full-text copy of the Debtor's Motion, dated Dec. 12, 2016, is
available at
http://bankrupt.com/misc/BayCircle2015_1558440wlh_516.pdf

                   About Bay Circle Properties, LLC

Bay Circle Properties, LLC, DCT Systems Group, LLC, Sugarloaf
Centre, LLC, Nilhan Developers, LLC, and NRCT, LLC, own 16
different real properties including significant undeveloped
acreage.  The properties also include office/warehouse buildings,
retail shopping centers and free standing single tenant buildings.


They filed Chapter 11 bankruptcy petitions (Bankr. N.D. Ga. Case
Nos. 15-58440 to 15-58444) on May 4, 2015.  The Chapter 11 cases
are jointly administered.  The petitions were signed by Chuck
Thakkar, manager.  The Debtors are represented by John A. Christy,
Esq., J. Carole Thompson Hord, Esq., and Jonathan A. Akins, Esq.,
at Schreeder, Wheeler & Flint, LLP.  The Debtors estimated $1
million to $10 million in both assets and liabilities.

No trustee has been appointed and the Debtors are operating their
businesses as debtors-in-possession.


BERNARD L. MADOFF: Victims Set to Start 2017 With $342M Payout
--------------------------------------------------------------
Irving H. Picard, Securities Investor Protection Act (SIPA) Trustee
for the liquidation of Bernard L. Madoff Investment Securities LLC
(BLMIS), on Dec. 14, 2016, filed a motion in the U.S. Bankruptcy
Court for the Southern District of New York seeking approval for an
allocation of recoveries to the BLMIS Customer Fund and an
authorization for an eighth pro rata interim distribution from the
Customer Fund to BLMIS customers with allowed claims.  A hearing
has been scheduled for Wednesday, Jan. 12, 2017 at 10 a.m. EST.

According to a Dec. 14 statement by Mr. Picard, the eighth pro rata
interim distribution approval filing arrives on the eve of the
eighth anniversary of the District Court's 2008 appointments of Mr.
Picard and BakerHostetler as SIPA Trustee and Counsel,
respectively, for the Madoff liquidation.  Their appointments
followed the revelation of Madoff's decades-long fraud in which
more than $17.5 billion was stolen from Madoff's customers in the
largest Ponzi scheme in history.

Plans for the eighth pro rata interim distribution are the result
of settlements and recoveries achieved by the SIPA Trustee, his
Chief Counsel David J. Sheehan, and their legal teams during the
second half of 2016.  The most notable was the universal recovery
agreement of approximately $277 million -- made in cooperation with
the California Attorney General -- that ended litigation against
the Estate of Stanley Chais and other Chais-related defendants.
The BLMIS Customer Fund benefited by approximately $234 million
after court approval of the settlement on Nov. 19, 2016.  With this
and other additional settlement outcomes, the SIPA Trustee stands
ready to make an eighth pro rata interim distribution to allowed
claimants of 1.729 percent on each allowed claim.

If the distribution motion is approved on Jan. 12, 2017, the SIPA
Trustee will allocate a total of approximately $342 million to the
BLMIS Customer Fund, with approximately $252 million available for
immediate distribution to customers with allowed claims and
approximately $90.7 million held in reserve for claims that are
deemed determined pending the resolution of litigation, as well as
other issues.

This eighth pro rata interim distribution, when combined with the
prior seven distributions, will equal 60.098 percent of each
customer's allowed claim amount, unless that claim has been fully
satisfied.  The amount distributed to eligible BLMIS customers will
total approximately $9.72 billion, which includes more than $839.6
million in advances committed by the Securities Investor Protection
Corporation (SIPC).

Stephen P. Harbeck, President and CEO of SIPC, said, "The eighth
distribution is the latest positive outcome of the excellent work
done by SIPA Trustee Picard and his Counsel on this SIPA
liquidation.  The settlement of major litigation prior to trial
makes this expedited payment possible.  I also want to emphasize
that none of the money recovered in these settlements is used to
pay administrative costs.  All trustee, legal and accounting fees,
as well as administrative expenses, are paid by SIPC in the Madoff
case.  My hope today is that future recoveries will result in
additional distributions to Madoff's victims as soon as possible."

Mr. Picard added, "For those who find the annual December
anniversary of Madoff's arrest difficult, we hope the recoveries
that have resulted in eight distributions so far have been helpful.
I am proud of our team's accomplishments and I am gratified that
many of Madoff's victims have gotten back more of their principal
investment than they ever expected to recover."

Mr. Sheehan concluded, "The Madoff Recovery Initiative continues to
defy expectations. With each distribution, the SIPA Trustee
continues to beat the odds and deliver record-breaking results
which benefit the defrauded victims of Madoff's decades-long Ponzi
scheme.  Our ongoing focus is never on past recoveries, but always
on future ones that will lead to further distributions to victims
at the earliest possible opportunity."

To date, the SIPA Trustee has allowed 2,608 claims related to 2,255
accounts and the proposed distribution will be paid on claims
related to 953 accounts.  If the eighth pro rata interim
distribution is approved by the Bankruptcy Court, when combined
with SIPC advances and the amounts from the prior seven pro rata
interim distributions, 1,333 accounts will be fully satisfied (all
accounts with allowed claims of up to $1,253,018.77), leaving 922
accounts partially satisfied and entitled to participate in future
distributions.

The eighth pro rata interim distribution will result in the return
of 1.729 percent of the allowed claim amount for each individual
account, unless the allowed claim has been fully satisfied. The
average payment amount to those 953 BLMIS accounts will be
$263,998.  The smallest payment totals $271.80 and the largest
payment is $42,320,519.

As of Dec. 14, 2016 and since his appointment on Dec. 15, 2008, the
SIPA Trustee has recovered or reached agreements to recover
approximately $11.486 billion.  These outcomes exceed similar
efforts related to prior Ponzi scheme recoveries, in terms of
dollars and percentage of stolen funds recovered.

Ultimately, 100 percent of the SIPA Trustee's recoveries will be
allocated to the Customer Fund for distribution to BLMIS customers
with allowed claims.  Prior distributions as of Dec. 14, 2016 are
as follows:

   * The first pro rata interim distribution, which commenced on
Oct. 5, 2011, has distributed approximately $685.5 million,
representing 4.602 percent of the allowed claim amount of each
individual account, unless the claim is fully satisfied.

   * The second pro rata interim distribution, which commenced on
Sept. 19, 2012, has distributed approximately $4.98 billion,
representing 33.556 percent of the allowed claim amount of each
individual account, unless the claim is fully satisfied.

   * The third pro rata interim distribution, which commenced on
March 29, 2013, has distributed approximately $696.5 million,
representing 4.721 percent of the allowed claim amount of each
individual account, unless the claim is fully satisfied.

   * The fourth pro rata interim distribution, which commenced on
May 5, 2014, has distributed approximately $468.4 million,
representing 3.180 percent of each individual account, unless the
claim is fully satisfied.

   * The fifth pro rata interim distribution, which commenced on
Feb. 6, 2015, has distributed approximately $403.5 million,
representing 2.743 percent of each individual account, unless the
claim is fully satisfied.

   * The sixth pro rata interim distribution, which commenced on
Dec. 4, 2015, has distributed approximately $1.209 billion,
representing 8.262 percent of each individual account, unless the
claim is fully satisfied.

   * The seventh pro rata interim distribution, which commenced on
June 30, 2016, has distributed approximately $190.3 million,
representing 1.305 percent of each individual account, unless the
claim is fully satisfied.

There are 60 deemed determined claims still subject to litigation.
Once litigation is either resolved or settled, these claims may be
allowed and would therefore become eligible for all pro rata
interim distributions to date. For that potential scenario, as of
Dec. 14, 2016, the SIPA Trustee has reserved approximately $1.931
billion.  The ultimate amount of additional allowed claims depends
on the outcome of litigation or negotiation and could add billions
of dollars to the total amount of allowed claims.

All administrative costs of the SIPA liquidation of Bernard L.
Madoff Investment Securities LLC and its global recovery efforts,
which make the distributions possible, are funded by SIPC.

Upon Bankruptcy Court approval, record holders of allowed claims as
of Dec. 14, 2016 will be eligible to receive payments from the
eighth pro rata interim distribution.

Messrs. Harbeck, Picard and Sheehan would like to thank Seanna
Brown and Heather Wlodek of BakerHostetler, who worked on the
eighth pro rata interim distribution and its related filings, as
well as BakerHostetler, Windels Marx and all of the attorneys and
professionals whose work has led to the distribution. They would
also like to thank Vineet Sehgal and his colleagues at
AlixPartners, as well as Josephine Wang, Kevin Bell and their
colleagues at SIPC, for their ongoing work and participation in the
Madoff Recovery Initiative distributions.

                    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 Dec. 14,
2016, the SIPA Trustee has recovered more than $11.486 billion and,
following the eight interim distribution in January 2017, will
raise total distributions to approximately $9.72 billion, which
includes more than $839.6 million in advances committed by SIPC.


BETHANY COLLEGE: S&P Removes 'B+' Rating from CreditWatch Dev.
--------------------------------------------------------------
S&P Global Ratings removed its 'B+' rating on Bethany College,
W. Va. from CreditWatch with developing implications and affirmed
the rating.  The outlook is stable.

S&P placed the rating on CreditWatch on Nov. 8, 2016, in connection
with its review of the Higher Education Scoring Model following the
identification of errors in S&P's model.

"We have reviewed the impact of the model errors on Bethany and
determined that there is no change to the current rating or
outlook," said S&P Global Ratings credit analyst Gauri Gupta.

The rating reflects S&P's view of the college's declining
enrollment, coupled with weakening demand metrics such as
selectivity and matriculation rates and continued exceptionally
large operating deficits for the last six years.  S&P believes the
deficits will continue but narrow over time, along with weakening
financial resource ratios that are more consistent with the current
rating.

Bethany College is a private, nonprofit corporation organized in
West Virginia, affiliated with the Christian Church (Disciples of
Christ).  The college, founded in 1840, is West Virginia's oldest
college.


BMW PARTNERSHIP: Richard Merritt Objects to Disclosure Statement
----------------------------------------------------------------
Richard Merritt objects to the approval of the disclosure statement
and plan of reorganization filed by Trustee D. Parker Sweet on
behalf of BMW Partnership, LLP.

Mr. Merritt complains that the disclosure statement does not
contain adequate information for creditors and equity holders to
make an informed judgment about the proposed plan.

Specifically, the disclosure statement does not contain a
description of assets and their value other than to say that all
such assets, whatever they may be, have no value. No information is
provided concerning  the source of information and to the extent
any information is provided, the Trustee disclaims its accuracy and
completeness, Mr. Merritt asserts.

In addition, no statement is made concerning solicitations by
others; no information is provided concerning claims allowance,
classification and treatment, no information is provided concerning
administrative expernses incurred and projected; no discussion is
provided concerning any unresolved accounts receivables or other
claims belonging to the estate, and there is no discussion
concerning possible tax consequences of the plan to the estate,
creditors or equity holders, Mr. Merrit further complains.

For these reasons, Mr. Merritt asks the U.S. Bankrupcty Court for
the Southern District of Alabama to withhold its approval of the
disclosure statement filed by the Trustee unless and until the
disclosure statement is amended to address the issues raised in
this objection.

As reported by the Troubled Company Reporter, under the Plan, the
Chapter 11 Trustee will use all funds he is presently holding to
pay allowed administrative expense claims, and then to make a
single pro rata distribution to the holders of allowed unsecured
claims.  The Disclosure Statement is available at:

         http://bankrupt.com/misc/alsb12-02056-827.pdf

Mr. Merritt is represented by:

     A. Richard Maples, Jr
     MAPLES & FONTENOT, LLP
     P.O. BOX 1281
     Mobile, Alabama 36633
     (251) 432-2629

The creditors filed an involuntary petition against BMW
Partnership, LLP, for relief under Chapter 7 of the Bankruptcy
Code
on June 13, 2012, in the U.S. Bankruptcy Court for the Southern
District of Alabama. An order for relief was entered by consent.
The case was converted to Chapter 11. D. Parker Sweet is the
Chapter 11 Trustee. The Chapter 11 case is BMW Partnership, LLP,
Case No. 12-02056 (Bankr. S.D. Ala.).


CARIBBEAN CREAMERY: Jan. 10 PLan Confirmation Hearing
-----------------------------------------------------
Judge Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court for
the District of Puerto Rico conditionally approved Caribbean
Creamery Inc.'s disclosure statement to accompany its plan of
reorganization, dated Dec. 1, 2016.

Jan. 10, 2017 at 10:00 A.M. is fixed for the hearing on final
approval of the disclosure statement (if a written objection has
been timely filed) and for the hearing on confirmation of the
plan.

Three days prior to the hearing is fixed as the last day for filing
written acceptances or rejections to the plan.

Three days prior to the hearing is fixed as the last day for filing
and serving written objections to the disclosure statement and
confirmation of the plan.

                    About Caribbean Creamery

Caribbean Creamery Inc. filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 16-00367) on January 22, 2016, and is represented by Jose
M. Prieto Carballo, Esq., at JPC Law Office.  The case is assigned
to Judge Enrique S. Lamoutte Inclan.


CHALFONT ROCK: Feb. 22 Disclosure Statement Hearing
---------------------------------------------------
Judge Howard R. Tallman of the U.S. Bankruptcy Court of Colorado
conditionally approved the small business plan and disclosure
statement filed by Chalfont Rock, LLC, dated May 14, 2010.

The hearing on the confirmation of the plan and to consider final
approval of the disclosure statement is on Feb. 22, 2017 at 1:30
P.M.

Feb. 7, 2017 is fixed as the last day for filing written
acceptances or rejections of the plan.

Feb. 7, 2017 is fixed as the last day for filing and serving
written objections to the disclosure statement.

Feb. 7, 2017 is fixed as the last day for filing and serving
written objections to confirmation of the  plan.

                   About Chalfont Rock

Chalfont Rock, LLC owns two investment properties in Boulder,
Colorado, which it rents out for residential purposes.  Chalfont
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Colo. Case No. 16-12343) on March 16, 2016


CHAPARRAL ENERGY: Milbank Tweed Represents Contrarian Capital et al
-------------------------------------------------------------------
Milbank, Tweed, Hadley & McCloy LLP and Drinker Biddle & Reath LLP
filed with the U.S. Bankruptcy Court for the District of Delaware a
supplemental verified statement, pursuant to Rule 2019 of the
Federal Rules of Bankruptcy Procedure, in connection with the
Firm's representation of an ad hoc committee of certain holders and
investment advisors of certain holders of those certain n (i)
9.875% Senior Notes due 2020 issued by Chaparral Energy, Inc.,
pursuant to that certain Indenture, dated as of Sept. 16, 2010,
among Chaparral Energy, Inc., the guarantors, and Wilmington
Savings Fund Society, FSB, as trustee; (ii) 8.25% Senior Notes due
2021 issued by Chaparral Energy, pursuant to that certain
Indenture, dated as of Feb. 22, 2011, among Chaparral Energy, the
guarantors, and Wilmington Savings, as trustee; and (iii) 7.625%
Senior Notes due 2022 issued by Chaparral Energy, pursuant to that
certain Indenture, dated as of May 2, 2012, among Chaparral Energy,
the guarantors, and Wilmington Savings, as trustee, in the Chapter
11 cases of Chaparral Energy, Inc., et al.

The members of the Ad Hoc Committee, which hold disclosable
economic interests or act as investment managers or advisors to
funds and/or accounts that hold disclosable economic interests in
relation to the Debtors, include:

     a. Contrarian Capital Management, L.L.C.,
        on behalf of various managed accounts and
        affiliated entities
        411 West Putnam Avenue, Suite 425
        Greenwich, CT 06830

        Nature and amount of disclosable interests:
        2020 Notes: $19,085,000
        2021 Notes: $42,119,000
        2022 Notes: $26,955,000

     b. Corre Opportunities Fund, LP
        1370 Avenue of the Americas
        29th Floor
        New York, NY 10019

        Nature and amount of disclosable interests:
        2020 Notes: $901,000
        2021 Notes: $910,000

     c. Corre Opportunities Qualified Master Fund, LP
        1370 Avenue of the Americas
        29th Floor
        New York, NY 10019

        Nature and amount of disclosable interests:
        2020 Notes: $6,274,000
        2021 Notes: $5,350,000

     d. Corre Opportunities II Master Fund, LP
        1370 Avenue of the Americas
        29th Floor
        New York, NY 10019

        Nature and amount of disclosable interests:
        2020 Notes: $2,869,000
        2021 Notes: $3,181,000

     e. Franklin Advisers, Inc.,
        as investment manager on behalf of certain
        funds and accounts
        One Franklin Parkway
        San Mateo, CA 94403

        Nature and amount of disclosable interests:
        2020 Notes: $14,000,000
        2021 Notes: $26,300,000
        2022 Notes: $14,300,000

     f. Goldman Sachs Asset Management, L.P.
        on behalf of its participating funds and accounts
        200 West Street
        35th floor
        New York, NY 10282

        Nature and amount of disclosable interests:
        2020 Notes: $25,610,000
        2021 Notes: $60,735,000
        2022 Notes: $21,720,000

     g. Lord, Abbett & Co. LLC
        as investment adviser on behalf of multiple
        clients holding 2020 Notes and 2021 Notes
        90 Hudson Street
        Jersey City, NJ 07302

        Nature and amount of disclosable interests:
        2020 Notes: $31,305,000
        2021 Notes: $36,842,000
        2022 Notes: $13,250,000

     h. Pine River Capital Management L.P.
        on behalf of various managed funds and accounts
        590 Madison Avenue
        New York, NY 10022

        Nature and amount of disclosable interests:
        2020 Notes: $24,600,000
        2021 Notes: $4,982,000
        2022 Notes: $30,266,000

     i. PPM America, Inc.
        As investment adviser on behalf
        of various managed accounts
        225 West Wacker
        Suite 1200
        Chicago, IL 60606

        Nature and amount of disclosable interests:
        2020 Notes: $5,902,000
        2021 Notes: $1,150,000
        2022 Notes: $60,561,000

     j. Principal Global Investors, LLC
        as investment advisor on behalf of various clients
        711 High Street
        Des Moines, IA 50392

        Nature and amount of disclosable interests:
        2020 Notes: $9,164,000
        2022 Notes: $29,935,000

     k. Silver Point Capital Fund, L.P.
        Two Greenwich Plaza
        Greenwich, CT 06830

        Nature and amount of disclosable interests:
        2020 Notes: $15,350,000
        2021 Notes: $11,046,000
        2022 Notes: $24,867,000

     l. Silver Point Capital Offshore Master Fund, L.P.
        Two Greenwich Plaza
        Greenwich, CT 06830
  
        Nature and amount of disclosable interests:
        2020 Notes: $29,557,000
        2021 Notes: $14,167,000
        2022 Notes: $40,194,000

As of Dec. 14, 2016, the Counsel represents only the Ad Hoc
Committee in connection with the Notes and does not represent or
purport to represent any entity or entities other than the Ad Hoc
Committee in connection with the Debtors' Chapter 11 cases.  In
addition, the Ad Hoc Committee does not represent or purport to
represent any other entity or entities in connection with the
Debtors' Chapter 11 cases.

In December 2015, the Ad Hoc Committee retained the Counsel to
represent it with respect to a potential restructuring of the
Debtors' obligations under the Notes.  In May 2016, the Ad Hoc
Committee retained DBR to serve as Delaware local counsel with
respect to a potential restructuring of the Debtors' obligations
under the Notes.  From time to time, additional holders of the
Notes have joined and resigned from the Ad Hoc Committee.  

The Counsel for the Ad Hoc Committee can be reached at:

     Andrew J. Flame, Esq.
     Robert K. Malone, Esq.
     Steven K. Kortanek, Esq.
     DRINKER BIDDLE & REATH LLP
     222 Delaware Avenue, Suite 1410
     Wilmington, Delaware 19801-1621
     Tel: (302) 467-4200
     Fax: (302) 467-4201
     E-mail: andrew.flame@dbr.com
             robert.malone@dbr.com
             steven.kortanek@dbr.com

          -- and --

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

                About Chaparral Energy, Inc.

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

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

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

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

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

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

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


CHC GROUP: Delaware Trust Replaces Law Debenture as Panel Member
----------------------------------------------------------------
U.S. Trustee William T. Neary on Dec. 13, 2016, filed a third
amended notice of appointment of CHC Group Ltd.'s official
committee of unsecured creditors.

The U.S. Trustee tells the Court that the Delaware Trust Company
has replaced Law Debenture Trust Company, which was acquired by
Delaware Trust Company on Dec. 6, 2016.  The U.S. Trustee adds that
the corporate representative for Sikorsky Aircraft Corporation is
now Christina Francis.  Sikorsky Aircraft's former corporate
representative on the committee, Brian Pelan, is no longer with the
company.

The committee members 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 Christina Francis
         Manager, Finance Planning & Analysis
         6 Corporate Drive
         Shelton CT 06484
         Tel: (203) 402-0283
         E-mail: christina.z.francis@lmco.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.


CHIEFTAIN STEEL: Hires Kerbaugh & Rodes as Accountant and Advisor
-----------------------------------------------------------------
Chieftain Steel, LLC and its debtor-affiliates seek permission from
the U.S. Bankruptcy Court for the Western District of Kentucky to
employ Kerbaugh & Rodes, CPAs as accountant and advisor, nunc pro
tunc to September 8, 2016.

The Debtors require Kerbaugh & Rodes to examine their income and
losses, assist in preparation of operating reports, general
assistance in organizing the Debtors' financial data, and provide
related planning and advice.

The K&R accountant who will work on the Debtors' cases and his
hourly rate is:  

         John Rodes, CPA            $150

K&R will also be reimbursed for reasonable out-of-pocket expenses
incurred.

John Rodes, CPA, partner of Kerbaugh & Rodes, CPAs, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

K&R may be reached at:

      John Rodes, CPA
      Kerbaugh & Rodes, CPA's
      132 N Second Street
      Danville, KY, 40422
      Phone: (859)236-3924
      Fax: (859)236-6435

                   About Chieftain Steel

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

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

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

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



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


CHOUDRIES INC: Lawrence V. Young Named Ch. 11 Trustee
-----------------------------------------------------
Andrew R. Vara, the acting United States Trustee for Region 3, asks
the United States Bankruptcy Court for the Middle District of
Pennsylvania to enter an order approving the appointment of
Lawrence V. Young as Chapter 11 Trustee for Choudries, Inc.

The U.S. Trustee said he consulted with (a) Gary Imblum, Esq.,
counsel to the Debtor; (b) Kathryn Sallie, Esq., counsel to Faizan
Corp.; (c) Peter Meltzer, Esq., counsel to Manufacturers and
Traders Trust Company; (d) Craig Diehl, Esq., counsel to Shahzad
Muhaise; (e) Keith Kendall, Esq., counsel to Chaudhry Umar Faruq
Maan; and (f) Ronald Drescher, Esq., counsel to New Windsor State
Bank, regarding the appointment of the Chapter 11 Trustee.

Lawrence Young assured the Court that the he is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.

                 About Choudries Inc.

Headquartered in Mechanicsburg, Pennsylvania, Choudries Inc. dba
Super Seven Food Mart filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Pa. Case No. 16-02475) on June 13, 2016, and is
represented by Gary J. Imblum, Esq., at Imblum Law Offices, P.C.
The petition was signed by Abdul Akhter, president. The Debtor
estimated its assets and liabilities at between $1 million and $10
million each. Judge Mary D. France presides over the case.


CITY OF PEARL, MS: Moody's Affirms Ba1 GO Rating on $10.9MM Debt
----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 rating on the City
of Pearl, MS's general obligation unlimited tax bonds, affecting
$10.9 million in Moody's rated debt. Concurrently, Moody's has
revised the outlook to stable. The Ba1 rating reflects the city's
weak, but improving, financial position. The rating also reflects
the city's moderately-sized and stable tax base, below average
wealth levels, and elevated debt burden and fixed costs.

Rating Outlook

The stable outlook reflects recent revenue raising actions which
will support stabilized financial performance moving forward by
significantly reducing General Fund transfers out and eliminating
the need for short-term borrowing. Future reviews will focus on
management's ability to maintain balanced operations and rebuild
financial reserves.

Factors that Could Lead to an Upgrade

   -- Established trend of structurally balanced operations

   -- Rebuilding of reserves to adequate levels

   -- Substantial tax base growth

Factors that Could Lead to a Downgrade

   -- Further financial deterioration

   -- Return to reliance on short term borrowing or one-time
      measures to balance future budgets

Legal Security

The bonds are secured by an annual ad valorem tax, levied against
all taxable property in the city without legal limitation as to
rate or amount.

Use of Proceeds

Not Applicable

Obligor Profile

The City of Pearl is located in Rankin County, approximately 2
miles east of the state capital of Jackson, and supported a
population of 26,462 in 2015.

Methodology

The principal methodology used in this rating was US Local
Government General Obligation Debt published in January 2014.



CONCHO RESOURCES: S&P Assigns BB+ Rating on $600MM Sr. Unsec. Notes
-------------------------------------------------------------------
S&P Global Ratings said it assigned its 'BB+' issue-level rating
and '3' recovery rating to Midland, Texas-based oil and gas
exploration and production company Concho Resources Inc.'s proposed
$600 million senior unsecured notes due 2025.  The '3' recovery
rating indicates S&P's expectation of meaningful (50% to 70%, upper
half of the range) recovery in the event of a payment default.
S&P's 'BB+' corporate credit rating and positive outlook on the
company are unchanged.

S&P expects the company to use the proceeds from the proposed notes
to refinance its 6.5% senior unsecured notes due 2022.  As of Sept.
30, 2016, $600 million was outstanding on the notes.

S&P Global Ratings also said that it has reviewed its recovery and
issue-level ratings for Concho Resources Inc. that were labeled as
"under criteria observation" (UCO) after publishing its 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 are lowering the senior secured credit facility
issue-level rating to 'BBB-' from 'BBB'.  The '1' recovery rating
remains unchanged, reflecting S&P's estimate of very high
(90%-100%) recovery to creditors in the event of a payment default.
The 'BBB-' cap under the revised recovery ratings criteria
deemphasizes recovery for speculative-grade issuers near the
investment grade threshold.  The cap affects only issue-level
ratings, not recovery ratings.

S&P is also affirming its 'BB+' issue-level rating and '3' recovery
ratings on the company's existing senior unsecured debt. The '3'
recovery rating reflects S&P's estimate of meaningful (50% to 70%,
higher end of the range) recovery to creditors in the event of a
payment default.

These rating actions stem solely from the application of S&P's
revised recovery criteria and do not reflect any change in its
assessment of the corporate credit rating for Concho Resources.

                          RECOVERY ANALYSIS

Key analytical factors

   -- S&P's simulated default scenario for Concho assumes a
      sustained period of low commodity prices (consistent with
      the conditions of past defaults in this sector).

   -- S&P's valuation of the company's reserves is based on a
      company-provided year-end PV-10 report incorporating S&P's
      estimate for acquisitions completed year-date, using its
      recovery price deck assumptions of $50 per barrel for WTI
      crude oil and $3.00 per mmBtu for Henry Hub natural gas.

   -- S&P's analysis assumes that the company's $2.5 billion
      borrowing base reserve-based loan facility is fully drawn at

      default and that all debt claims include six months of
      prepetition interest.

Simulated default assumptions

   -- Simulated year of default: 2021

Simplified waterfall

   -- Net enterprise value (after 5% administrative costs):
      $5.2 billion
   -- Valuation split in % (obligors/nonobligors): 100/0
   -- Value available to first-lien debt claims: $5.2 billion
   -- Secured first-lien debt claims: $2.6 billion
      -- Recovery expectations: 90% to 100%
   -- Total value available to unsecured claims: $2.6 billion
   -- Senior unsecured debt: $2.8 billion
      -- Recovery expectations: 50% to 70% (capped at the high end

      of the range)

Notes: All debt amounts include six months of prepetition interest.
Recovery ratings on unsecured debt issued by companies rated 'BB-'
or higher are generally capped at '3' to account for the greater
risk of recovery prospects being impaired due to incremental debt
issuance prior to default.

RATINGS LIST

Concho Resources Inc.
Corporate credit rating                    BB+/Positive/--

New Rating
Concho Resources Inc.
$600 mil sr unsecd notes due 2025         BB+
  Recovery rating                          3H

Issue-Level Rating Lowered; Recovery Rating Unchanged
                                           To          From
Concho Resources Inc.
Senior Secured                            BBB-        BBB
  Recovery rating                          1           1

Ratings Affirmed
Concho Resources Inc.
Senior Unsecured                          BB+
  Recovery rating                          3H



CONDADO RESTAURANT: 75% Payment for Unsecured Creditors
-------------------------------------------------------
Condado Restaurant Group, Inc., and Restaurant Associates of Puerto
Rico, Inc., filed with the U.S. Bankruptcy Court for the District
of Puerto Rico a disclosure statement explaining their plan of
reorganization, which proposes to pay general unsecured creditors
75% of their allowed claims.

Class 2 under the Plan consists of the unsecured nonpriority
portion of the municipal, state, and federal government agencies.
This class will be paid 10% of their allowed claim over the course
of 72 months, with interest at 0.75% per annum. Payments will
commence on the first anniversary of the Effective Date of the
Plan, with funds generated from operations as per payment
scheduled. This class is impaired.

Class 3 consists of the unsecured portion of the EDB Claim, allowed
under section 502 of the Code. This class will be paid 10% of its
allowed claim over the course of 72 months, with interest at 0.75%
per annum. Payments will commence on the first anniversary of the
Effective Date of the Plan, with funds generated from operations as
per payment scheduled. This class is impaired.

Class 4 consists of general unsecured creditors, excluding those
Classes 2 and 3, allowed under section 502 of the Code. These
parties are primarily suppliers and other trade creditors. This
class will be paid 75% of their allowed claims over the course of
72 months, without interest, commencing on the Effective Date of
the Plan with funds generated from operations as per payment
schedule. This class is impaired.

The Plan will be funded through future earnings of the reorganized
Debtors from the operation of their businesses over the next 7
years for the priority and general unsecured claims; any future
equity or debt capital acquired by the Debtors, which may be used
for payments and distributions; and reduced salaries for the
corporation's officers.

A full-text copy of the Disclosure Statement is available at:

        http://bankrupt.com/misc/prb16-01329-11-111.pdf

                  About Condado Restaurant

Condado Restaurant Group, Inc. and Restaurant Associates of Puerto
Rico filed for Chapter 11 bankruptcy protection (Bankr. D. P.R.
Case Nos. 16-01329 and 16-01330) on February 24, 2016. The
petitions were signed by Dayn Smith, president. The Debtors'
cases were consolidated on May 12, 2016 in lead Case No. 16-01329.

The Debtors are represented by Javier A. Vega Villalba, Esq., at
Weinstein Bacal & Miller, PSC. The Debtor hired Acosta & Ramirez
as financial consultant.

Condado Restaurant Group, Inc. estimated assets and liabilities at
between $1 million and $10 million. Restaurant Associates of
Puerto Rico, Inc. estimated assets at $100,000 to $500,000 and
liabilities at $1 million to $10 million.


CONSOLIDATED AEROSPACE: Moody's Cuts CFR to B3 on Weakened Earnings
-------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Consolidated
Aerospace Manufacturing, LLC ("CAM"), including the Corporate
Family Rating (CFR) to B3 from B2, the Probability of Default
Rating to Caa1-PD from B3-PD, and the senior secured revolving and
term loan facilities to B3 from B2. The rating outlook is
negative.

The following ratings were downgraded:

   Issuer: Consolidated Aerospace Manufacturing, LLC

   -- Corporate Family Rating, downgraded to B3 from B2

   -- Probability of Default Rating, downgraded to Caa1-PD from
      B3-PD

   -- $25 million senior secured revolving credit facility due
      2020, downgraded to B3 (LGD3) from B2 (LGD3)

   -- $240 million senior secured term loan due 2022, downgraded
      to B3 (LGD3) from B2 (LGD3)

Rating outlook: Negative

RATINGS RATIONALE

The downgrade reflects continued topline pressures and a weakening
earnings profile due to internal execution issues, pricing pressure
from large customers, and inventory destocking. The combination of
these factors has resulted in pronounced earnings pressures, an
across-the-board softening of credit metrics and elevated leverage
levels.

The B3 corporate family rating (CFR) reflects the company's small
scale, a high degree of customer concentration, and a limited
operating history. “The rating considers CAM's modest size
relative to both its competitors and customers, which we believe
makes the company particularly vulnerable to pricing pressure in a
highly competitive, cyclical industry.” Moody's said. Pricing
concessions to major customers, lower volumes in the face of
customer destocking and internal capacity issues continue to weigh
on profitability with LTM EBITDA margins currently in the
high-teens as compared to the mid-20s as recently as 2015. The
weakening of CAM's profitability metrics has resulted in a
significant increase in financial leverage (September 2016 Moody's
adjusted EBITDA of about 6.0x) and a diminishment of financial
flexibility. Recent improvements in operating performance at one of
the company's key facilities (Bristol) could bode well for
improvements in financial performance over the next few quarters.
That said, the B3 rating reflects the thus far consistent
underperformance to expectations and the multiple internal
challenges that the company has faced. CAM's ability to reduce
costs to counter pricing pressures, while continuing to improve
operational efficiencies and executing strongly in the face of a
steep ramp-up in commercial aerospace production rates, will be key
considerations over the next 12 to 24 months. The ratings are
supported by favorable commercial aerospace fundamentals (CAM's
largest end-market at around 90% of sales) as well as barriers to
entry such as lengthy qualification processes and long-term
customer contracts.

The negative outlook reflects concerns around internal capacity
constraints and execution issues at several of CAM's key facilities
as well as our expectation of continued pricing pressure.

Factors that could contribute to a ratings upgrade include
Debt-to-EBITDA sustained below 5.0x, FCF-to-Debt consistently above
10% and EBITDA margins sustained in the low-to-mid 20% range.
Maintenance of a strong liquidity profile would be a prerequisite
for consideration of any upward rating action.

Negative rating pressure could be prompted by further earnings
declines with EBITDA margins approaching the mid-teens context. An
expectation of Debt-to-EBITDA approaching 7.0x or a declining
liquidity profile such that the company becomes increasing reliant
of its revolver or negative free cash flow could also result in a
downgrade.

Consolidated Aerospace Manufacturing, LLC ("CAM") is a manufacturer
of aerospace fasteners, fittings, and other aerospace parts and
components. CAM serves commercial aerospace, defense and industrial
end-markets. The company was founded in 2012, is headquartered in
Brea, California and is a portfolio company of Tinicum L.P., an
investment partnership managed by Tinicum Incorporated. Sales for
the twelve months ended September 2016 were $205 million.

The principal methodology used in these ratings was "Global
Aerospace and Defense Industry" published in April 2014.



CONSOLIDATED COMMUNICATIONS: S&P Rates New $935MM Sec. Loan 'BB-'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '2'
recovery rating to Consolidated Communications Inc.'s proposed $935
million incremental seven-year senior secured term loan.  The '2'
recovery rating indicates S&P's expectation for substantial (70% to
90%; the upper half of the range) recovery for lenders in the event
of a payment default.

S&P expects Consolidated will use proceeds from the incremental
term loan B to repay existing debt at FairPoint Communications Inc.
once the acquisition closes in the middle of 2017.  As of Sept. 30,
2016, FairPoint had approximately $917 million debt outstanding,
which includes about $617 million outstanding on its senior secured
term loan and $300 million of 8.75% senior unsecured notes due
2019.  

S&P's 'B+' corporate credit rating and stable outlook on parent
Consolidated Communications Holdings Inc. remain unaffected as S&P
expects that the combined company's 2016 adjusted pro forma debt to
EBITDA, including $55 million of cost synergies, which S&P believes
is achievable, will be around 4.3x--modestly lower than our
expectation for 4.6x for standalone Consolidated.  

RATINGS LIST

Consolidated Communications Holdings Inc.
Corporate Credit Rating                    B+/Stable/--

New Rating

Consolidated Communications Inc.
$935 mil. term loan due 2023
Senior Secured                             BB-
  Recovery Rating                           2H


CORDERO CORDERO: Needs Additional 90 Days to Win Plan Confirmation
------------------------------------------------------------------
Cordero, Cordero & Asociados-Asesores Legales, P.S.C. requests the
U.S. Bankruptcy Court for the District of Puerto Rico to extend the
Debtor's time to obtain confirmation of its plan of reorganization
for 90 days.

The Debtor related that it has already filed its proposed plan of
reorganization on August 14, 2015, and that the Court entered an
order to schedule the confirmation hearing for December 27, 2016 at
10:00 a.m.

The Debtor needs an extension of time to finish all the issues
pending that will favorably conclude in the plan being confirmed,
specifically since the Debtor has filed Objections to claims number
12, 13 and 20 against its biggest creditor on November 22, 2016,
and as such the Debtor has not been able to confirm its plan.

                        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.


CST BRANDS: S&P Retains 'BB' CCR on CreditWatch Positive
--------------------------------------------------------
S&P Global Ratings said that it has reviewed its recovery and
issue-level ratings for San Antonio, Texas-based CST Brands Inc.
that were labeled as "under criteria observation" (UCO) after
publishing its 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 is revising its recovery rating
on the company's 2023 senior unsecured notes to '3' from '4'.  The
'3' recovery rating indicates S&P's expectation that lenders would
receive meaningful recovery (50% to 70%; upper half of the range)
of their principal in the event of a payment default.  S&P's 'BB'
issue-level rating on the unsecured notes is unchanged.

This rating action stems solely from the application of S&P's
revised recovery criteria and does not reflect any change in its
assessment of the corporate credit ratings for issuers of the
affected debt issues.

All ratings on the company, including the 'BB' corporate credit
rating remain on CreditWatch with positive implications, where they
were placed on Aug. 22, 2016 after the company said that it had
entered into a definitive agreement to be acquired by Alimentation
Couche-Tard Inc.  The transaction is pending regulatory review.

Ratings List
CST Brands Inc.
Corporate Credit Rating                  BB/CW Pos

Ratings Unchanged; Recovery Rating Revised

                              To              From
CST Brands Inc.
Senior Unsecured              BB/Watch Pos    BB/Watch Pos
  Recovery Rating             3H              4H

Ratings Unchanged
CST Brands Inc.
Senior Secured                 BBB-/Watch Pos     
   Recovery Rating             1   



DACCO TRANSMISSION: Hires Ducera as Investment Banker
-----------------------------------------------------
DACCO Transmission Parts (NY), Inc., and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the Southern District
of New York to employ Ducera Partners LLC as investment banker and
financial advisor, nunc pro tunc to November 20, 2016.

The Debtors require Ducera to:

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

      b. provide strategic advice with regard to restructuring,
renegotiating or refinancing the Debtors' obligations;

      c. provide financial advice and assistance to the Debtors in
developing a Restructuring;

      d. in connection therewith, provide financial advice and
assistance to the Debtors in structuring any new securities to be
issued under a Restructuring;

      e. assist the Debtors and/or participate in negotiations with
entities or groups affected by the Restructuring;

      f. familiarize itself with the Debtors' businesses,
operations, properties, financial condition, prospects and capital
structure;

      g. assist the Debtors in developing financial data and
presentations for its board of directors, various creditors and
other parties;

      h. analyze the Debtors' financial liquidity and evaluate
alternatives to improve such liquidity in connection with a
potential restructuring;

      i. assist in evaluating the Debtors' valuation, debt capacity
and alternative capital structures in light of the Debtors'
projected cash flow;

      j. participate in negotiations among the Debtors and their
creditors, suppliers, lessors and other interested parties with
respect to restructuring alternatives;

      k. advise the Debtors and negotiate with lenders with respect
to potential waivers or amendments of various credit facilities;

      l. assist the Debtors in analyzing Debtor in Possession
financing and negotiating its terms; and

      m. provide additional investment banking and financial
advisory services as are customarily provided in connection with
the analysis and negotiation of any of the foregoing transactions.

The Debtors have agreed to pay  Ducera the proposed compensation in
the Engagement Letter:

      (a) Monthly Fee: Prior to filing for chapter 11, the Debtors
paid Ducera a nonrefundable monthly advisory cash fee of $150,000
on the 9th of each month (the "Monthly Fee"). Pursuant to the terms
of the Engagement Letter, the amount of the Monthly Fee increased
to $175,000 after the Debtors filed for chapter 11. Ducera shall
earn and be paid the Monthly Fee every month during the term of the
Engagement Letter.

      (b) Restructuring Fee: An amount equal to $3,500,000;
provided, that such amount shall be reduced by 50% of the Monthly
Fees paid by the Debtors prepetition (the "Restructuring Fee").

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

Agnes K. Tang, partner at the investment banking firm of Ducera
Partners LLC, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.

Ducera may be reached at:

      Agnes K. Tang
      Ducera Partners LLC
      499 Park Avenue, 16th Floor
      New York, NY 10022.
      Tel: (212)617-9738
      E-mail: atang@ducerapartners.com

                 About DACCO Transmission Parts (NY)

Headquartered in Cleveland, Ohio, Transtar Holding Company
manufactures and distributes aftermarket driveline
replacement
parts and components to the transmission repair and
remanufacturing market.  It also supplies autobody refinishing
products and manufactures air conditioning, cooling and power
steering assemblies and components.



Founded in 1975, Transtar maintains over 70 local branch locations,
four manufacturing and production facilities (in Alma, Michigan;
Brighton, Michigan; Cookeville, Tennessee; and Ferris, Texas), and
four regional distribution centers throughout the United States,
Canada and Puerto Rico.

On Dec. 21, 2010, the Company was acquired from Linsalata Capital
Partners by current majority equity holder Friedman Fleischer &
Lowe LLC.  The acquisition was financed with $425 million of
senior secured credit facilities.



As of the Petition Date, the Company employs approximately
2,000
full-time and 50 part-time employees in the United States,
and
approximately 100 full-time employees in Canada and Puerto
Rico.

DACCO Transmission Parts (NY), Inc. and 46 affiliated
debtors,
including Transtar Holding Company, filed chapter 11
petitions
(Bankr. S.D.N.Y. Case Nos. 16-13245 to 16-13291) on
Nov. 20, 2016.  The petitions were signed by Joseph Santangelo,
authorized signatory.  The cases are pending before Judge Mary
Kay Vyskocil, and the Debtors have requested that their cases be
jointly administered under Case No.16-13245.

The Debtors estimated assets and liabilities at $500 million to $1
billion at the time of the filing.

The Debtors tapped Rachel C. Strickland, Esq., Christopher
S.
Koenig, Esq., Debra C. McElligott, Esq., and Jennifer J.
Hardy,
Esq., at Willkie Farr & Gallagher LLP as attorneys.  The
Debtors also hired FTI Consulting, Inc. as restructuring and
financial advisors, Ducera Partners LLC as financial advisors and
investment banker and Prime Clerk LLC as claims, noticing and
solicitation agent.


DACCO TRANSMISSION: Hires FTI Consulting as Financial Advisor
-------------------------------------------------------------
DACCO Transmission Parts (NY), Inc., and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the Southern District
of New York to employ FTI Consulting, Inc., as financial advisor,
nunc pro tunc to November 20, 2016.

The Debtors require FTI to:

      a. assist with developing accounting and operating procedures
to segregate prepetition and postpetition business transactions;

      b. support the preparation of first day motions and
developing procedures and processes necessary to implement such
motions;

      c. assist in the development of a creditor matrix;

      d. assist in the initial preparation of the Statements of
Financial Affairs and Schedules of Assets and Liabilities;

      e. work with the Debtors' communications specialists to
develop chapter 11 communications;

      d. develop training materials and assist in training the
Debtors' personnel with respect to chapter 11 procedures;

      e. assist with developing a vendor management process to
interact with suppliers regarding the impact of the chapter 11
process and status their prepetition payables;

      f. assist with reporting requirements under the DIP Credit
Agreement;

      g. assist with due diligence requests of the Unsecured
Creditors' Committee and other potential interested parties;

      h. assist the Debtors with respect to financial related
disclosures that will be required by the Court;

      i. assist with the review and reconciliation of asserted
claims; and

      j. render other restructuring and general business consulting
or other assistance for the Debtors as the Debtors' management or
counsel may request.

FTI will be paid at these hourly rates:

Senior Managing Directors            $800–$975
Directors / Managing Directors       $595–$795
Consultants / Senior Consultants     $315–$570
Administrative / Paraprofessional    $125–$250

FTI received retainers and payments from the Debtors totaling
$3,907,086.56 in the aggregate for professional services performed
and expenses incurred. FTI currently estimates that it has received
unapplied advance payments from the Debtors in excess of
prepetition billings in the amount of $450,000.00.

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

Daniel Hugo, managing director of FTI Consulting, Inc., assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

FTI may be reached at:

      Daniel Hugo
      FTI Consulting, Inc.
      2001 Ross Avenue, Suite 300
      Dallas, TX 75201
      Tel: 214-397-1600
      Fax: 214-397-1790

               About DACCO Transmission Parts (NY)



Headquartered in Cleveland, Ohio, Transtar Holding
Company
manufactures and distributes aftermarket driveline
replacement
parts and components to the transmission repair and
remanufacturing market.  It also supplies autobody refinishing
products and manufactures air conditioning, cooling and power
steering assemblies and components.



Founded in 1975, Transtar maintains over 70 local branch locations,
four manufacturing and production facilities (in Alma, Michigan;
Brighton, Michigan; Cookeville, Tennessee; and Ferris, Texas), and
four regional distribution centers throughout the United States,
Canada and Puerto Rico.



On Dec. 21, 2010, the Company was acquired from Linsalata
Capital Partners by current majority equity holder Friedman
Fleischer & Lowe LLC.  The acquisition was financed with $425
million of senior secured credit facilities.



As of the Petition Date, the Company employs approximately
2,000
full-time and 50 part-time employees in the United States,
and
approximately 100 full-time employees in Canada and Puerto
Rico.



DACCO Transmission Parts (NY), Inc. and 46 affiliated
debtors,
including Transtar Holding Company, filed chapter 11
petitions
(Bankr. S.D.N.Y. Case Nos. 16-13245 to 16-13291) on
Nov. 20, 2016.  The petitions were signed by Joseph Santangelo,
authorized signatory.  The cases are pending before Judge Mary
Kay Vyskocil, and the Debtors have requested that their cases be
jointly administered under Case No.16-13245.



The Debtors estimated assets and liabilities at $500 million
to $1 billion at the time of the filing.



The Debtors tapped Rachel C. Strickland, Esq., Christopher
S.
Koenig, Esq., Debra C. McElligott, Esq., and Jennifer J.
Hardy,
Esq., at Willkie Farr & Gallagher LLP as attorneys.  The
Debtors also hired FTI Consulting, Inc. as restructuring and
financial advisors, Ducera Partners LLC as financial advisors and
investment banker and Prime Clerk LLC as claims, noticing and
solicitation agent.



DAVID ZOWINE: Unsecured Creditors to Recoup 100% Over 3 Years
-------------------------------------------------------------
David Zowine and Karina Zowine filed with the U.S. Bankruptcy Court
for the District of Arizona a disclosure statement explaining their
plan of reorganization, dated Dec 2, 2016, which provides the best
opportunity for the Debtors to reorganize their financial affairs
and provide a full payment to creditors.

Wichansky and David Zowine were each 50% shareholders of Zoe
Holding Company, Inc., through March 26, 2012, when David Zowine
purchased Wichansky's 50% interest as the result of a court ordered
dissolution of the Company. Since that date, Zowine has been the
sole shareholder of ZHC.   

Class 5, Well Fargo Secured Claim, is impaired. Wells Fargo holds a
secured claim against a 2007 Bentley GTC in the approximate amount
of $20,000.00. The holder of the Class 5 Claim shall receive
payment in full. The interest rate shall be modified to 5% per
annum, and payments will be made on a monthly basis for 24 months.
The first payment will be made 30 days after the Effective Date.

Class 10, General Unsecured Claims, is impaired by the Plan. Each
holder of a Class 10 General Unsecured Claim shall receive 100% of
their allowed general unsecured claim over 3 years, paid quarterly.
The first payment will be made 90 days after the Effective Date.

Class 11, Wichansky Disputed Punitive Damages Claim, is impaired.
This Class is subordinated to all other Classes of Creditors,
pursuant to 11 U.S.C. Section 726 (a)(4). The Debtors dispute the
claim in its entirety. Class 11 will receive full payment of the
amount of its allowed claim, with interest at the Federal Judgment
Rate of interest (.68% per annum) only after full payment pursuant
to the Plan has been made to all other creditors. Payment will be
no sooner than the 10th Anniversary of the Effective Date.

The Plan will be funded by ZHC.

A full-text copy of the Disclosure Statement is available at:

         http://bankrupt.com/misc/azb2-16-08963-144.pdf

Counsel for the Debtors:

     Michael W. Carmel, Esq.
     MICHAEL W. CARMEL, LTD.
     80 East Columbus Avenue
     Phoenix, Arizona 85012-2334
     Telephone: (602) 264-4965
     Arizona State Bar No. 007356
     Facsimile: (602) 277-0144
     E-mail: Michael@mcarmellaw.com

David T. Zowine and Karina M. Zowine  sought Chapter 11 protection
(Bankr. D. Ariz. Case No. 16-08963) on Aug. 4, 2016. The Debtors
tapped Michael W. Carmel, Esq. at  Michael W. Carmel, Ltd.  as
counsel.


DETROIT, MI: Bankruptcy Accountability Bill Headed for Final OK
---------------------------------------------------------------
The American Bankruptcy Institute, citing Kathleen Gray of Detroit
Free Press, reported that the Senate unanimously passed a bill that
would make the board members who oversee investments of the city of
Detroit health care funds more transparent and subject to dismissal
for incompetence.

According to the report, the bill is a leftover from the package of
bills the Legislature passed in 2014 to bail out the city of
Detroit as it went through bankruptcy.  It would allow the
authority that oversees the board to remove a trustee without cause
with 30 days notice or immediately if the trustee is found to be
incompetent, the report related.

The board of trustees would have to meet at least quarterly in
meetings open to the public and the board would be subject to the
Freedom of Information act, the report further related.  In
addition, the board would have to do annual reports detailing any
travel or other expenditures made by board members and their pay
would be approved if they actually attended meetings and would be
limited to a maximum of 45 hours per month, the report said.

The action on HB 5421 comes after Detroit pension boards were
plagued by members who took elaborate trips to conferences, the
report noted.

The Senate voted unanimously to pass the bill and send it to Gov.
Rick Snyder for his signature, the report said.  The bill passed
with wide bi-partisan support in the House of Representatives in
April, the report added.

                 About the City of Detroit

The City of Detroit, Michigan, weighed down by more than $18
billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit estimated
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by lawyers
at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing made Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

Detroit was represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.

Sharon Levine, Esq., at Lowenstein Sandler LLP, represented
the American Federation of State, County and Municipal Employees
and the International Union.

Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP,
represented the United Automobile, Aerospace and Agricultural
Implement Workers of America.

A nine-member official committee of retired workers appointed in
the case was represented by Dentons US LLP.  Lazard Freres & Co.
LLC serves as the Retiree Committee's financial advisor.

Detroit filed a notice that the effective date of its
bankruptcy-exit plan occurred on Dec. 10, 2014.  Judge Steven
Rhodes on Nov. 12, 2014, entered an order confirming the Eighth
Amended Plan for the Adjustment of Debts of the City of Detroit.

Thomas Tucker, a federal bankruptcy judge since 2003, took over
Detroit's landmark bankruptcy case following the retirement of
Judge Rhodes.


DIRECTBUY HOLDINGS: Creditors' Panel Hires Saul Ewing as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Directbuy
Holdings, Inc., et al., seeks authorization from the U.S.
Bankruptcy Court for the District of Delaware to retain Saul Ewing
LLP as counsel for the Committee, nunc pro tunc to November 14,
2016.

The Committee requires Saul Ewing to:

       a. advise the Committee with respect to its rights, duties,
and powers in these Chapter 11 Cases;

       b. assist and advise the Committee in its consultations with
the Debtors relative to the administration of these Chapter 11
Case;

       c. assist the Committee in analyzing the claims of the
Debtors' creditors and the Debtors' capital structure and in
negotiating with holders of claims and equity interests;

       d. assist the Committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of the
Debtors and of the operation of the Debtors' businesses;

       e. assist the Committee in its investigation of the liens
and claims of the Debtors' pre-petition lenders and the prosecution
of any claims or causes of action revealed by such investigation;

       f. assist the Committee in its analysis of, and negotiations
with, the Debtors or any third party concerning matters related to,
among other things, the assumption or rejection of unexpired leases
and executory contracts, asset dispositions, financing of other
transactions and the terms of one or more plans of reorganization
for the Debtors and accompanying disclosure statements and related
plan documents;

       g. assist and advise the Committee as to its communications
to unsecured creditors regarding significant matters in these
Chapter 11 Cases;

       h. represent the Committee at hearings and other
proceedings;

       i. review and analyze applications, orders, statements of
operations, and schedules filed with the Court and advise the
Committee as to their propriety;

       j. assist the Committee in preparing pleadings and
applications as may be necessary in furtherance of the Committee's
interests and objectives;

       k. prepare, on behalf of the Committee, any pleadings,
including without limitation, motions, memoranda, complaints,
adversary complaints, objections, or comments in connection with
any of the foregoing; and

       l. perform other legal services as may be required or are
otherwise deemed to be in the interests of the Committee in
accordance with the Committee's powers and duties as set forth in
the Bankruptcy Code, Bankruptcy Rules, or other applicable law.

Saul Ewing will be paid at these hourly rates:

       Partners                 $395-$925
       Special Counsel          $350-$575
       Associates               $250-$410
       Paraprofessionals        $190-$325

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

Sharon L. Levine, Esq., partner in the law firm of Saul Ewing LLP,
assured the Court that the firm is a "disinterested person" as that
term is defined in section 101(14) of the Bankruptcy Code, and
neither represents nor holds an interest adverse to the interest of
the Committee, the Debtors, or their estates.

The following is provided in response to the request for additional
information set forth in D1 of the U.S. Trustee's Appendix B
Guidelines:

      -- The rates charged by Saul Ewing Post-Petition Date take
into account the risks associated with the proposed engagement and
Saul Ewing's standard hourly rates relative to market.

      -- The Committee approved the budget and staffing plan for
the first budgeted period from November 14, 2016 through December
31, 2016.

Saul Ewing can be reached at:

      Sharon L. Levine, Esq.
      Saul Ewing LLP
      1201 N. Market Street, Suite 2300
      Wilmington, DE 19801
      Tel: (302) 421-6800
      Fax: (302) 421-6813

                   About DirectBuy Holdings

DirectBuy Holdings Inc., headquartered in Merrillville, Indiana, is
a membership buying club that operates under a franchise business
model.  DirectBuy Holdings, Inc., United Consumers Club,
Incorporated, DirectBuy, Inc., Beta Finance Company, Inc., UCC
Distribution, Inc., U.C.C. Trading Corporation, National Management
Corporation, and UCC of Canada, Inc., each filed chapter 11
petitions (Bankr. D. Del. Lead Case No. 16-12435) on Nov. 1, 2016.


The Debtors are represented by Marion M. Quirk, Esq., Nicholas J.
Brannick, Esq., Michael D. Sirota, Esq., Ilana Volkov, Esq., Felice
R. Yudkin, Esq., at Cole Schotz P.C.  Prime Clerk LLC serves as
their claims and noticing agent.  Carl Marks & Co. serves as their
financial advisor.  

Judge Christopher S. Sontchi has been assigned the cases.

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

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

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


DRIVING MISS DAISY: Unsecureds to Get 100% Over 7-Year Period
-------------------------------------------------------------
Driving Miss Daisy, Inc., asks the U.S. Bankruptcy Court for the
District of Minnesota to conditionally approve the disclosure
statement explaining its plan of reorganization filed on Dec. 1,
2016.

Class 1, General Unsecured Creditors, is Impaired under the Plan.
Class 1 includes all allowed general unsecured claims against the
Debtor. The Debtor estimates these claims to total $99,197
exclusive of any insider, waived or disputed claims.

Each Class 1 claim will be paid 100% of their allowed claim amount,
without interest, over a period not exceeding seven years following
the Effective Date.  Accordingly, each holder of a Class 1 claim
will receive a pro rata share of regular distributions totaling
approximately $99,197, without interest, to be made in semi-annual
(i.e., twice per year) payments, commencing on the 15th day of the
sixth full calendar month following the Effective Date, and then
again on the 15th of the month that is 6 months thereafter, and
continuing likewise once every six months for a total of 14
semi-annual payments of $7,086 each.

Insiders of the Debtor, as defined in Section 101(31) of the Code,
will waive any claim that each may have against the Debtor.
Accordingly, no insider of the Debtor will  receive any payment on
his or her claims.  The Debtor estimates these claims to total
$1,750.

Class 2, Equity Security Holders of the Debtor, is Unimpaired under
the Plan. All Class 2 equity interests in the Debtor will remain in
place and continue to be held by the holder thereof.

Payments and distributions under the Plan will be funded by the
Debtor's income from its continued operations.

A full-text copy of the Disclosure Statement is available at:

             http://bankrupt.com/misc/mnb16-41865-28.pdf

                    About Driving Miss Daisy

Driving Miss Daisy, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case No. 16-41865) on June 21, 2016.

Lynn J.D. Wartchow, Esq., at Wartchow Law Office, LLC, serves as
the Debtor's bankruptcy counsel.

The U.S. Trustee informs the U.S. Bankruptcy Court for the
District
of Minnesota that a committee of unsecured creditors has not been
appointed in the Chapter 11 case of Driving Miss Daisy, Inc., due
to insufficient response to the U.S. Trustee communication/contact
for service on the committee.


E Z MAILING: Obtains Court Approval to Exit Ch. 11 Bankruptcy
-------------------------------------------------------------
Katy Stech, writing for The Wall Street Journal Pro Bankruptcy,
reported that U.S. Bankruptcy Judge Stacey Meisel ruled that EZ
Worldwide Express, a/k/a E Z Mailing Services, can emerge from
bankruptcy protection after downsizing operations.

According to the report, company executives for EZ Worldwide
Express on Dec. 9, 2016, received permission from the bankruptcy
judge to put a debt-repayment plan for the Elizabeth, N.J.,
business into action, court papers show.

"There are tremendous growth prospects in connection with the
Amazon relationship," EZ Worldwide Express lawyers said in earlier
documents filed in U.S. Bankruptcy Court in Newark, N.J., the WSJ
report related.

The report related that before the filing, business from Forever 21
-- which had provided roughly half of the company's $50 million in
annual revenue -- had "declined precipitously," EZ Worldwide
Express lawyers said in court papers.  Company officials used the
contract-cutting power of bankruptcy to formally cut ties with
Forever 21, though they later reached a new deal with the retailer
to deliver to 34 stores, the report further related.

Company officials then laid off about half of the business's 700
workers and auctioned about half of its 300 trucks, the report
said.  They also closed eight of the company's 13 warehouses, the
report added.

Top company officials, including co-owners Vijay and Ajay Aggarwal,
cut their salary payments by a third, the WSJ report cited a
presentation provided by EZ Worldwide Express lawyer Warren Martin
Jr., Esq.

During the bankruptcy, the company also negotiated deals with
lenders and other creditors to repay debt over time, the report
said.  Its unsecured creditors, for example, will get $400,000 made
in four annual payments, plus a portion of whatever money the
company collects beyond $35 million a year, the report added.

                   About E Z Mailing Services

E Z Mailing Services Inc. and United Business Freight Forwarders
are transportation logistics companies whose customers include
Macy's, Walmart, JC Penny and Forever 21.

After primary lender PNC Bank declared a default and demanded
immediate payment of $4.2 million, which resulted to a customer
freezing payment, E Z Mailing and UBFF filed Chapter 11 bankruptcy
petitions (Bankr. D.N.J. Case Nos. 16-10615 and 16-10616,
respectively) on Jan. 13, 2016.  Ajay Aggarwal, the president,
signed the petitions.  The Debtors each estimated assets and
liabilities in the range of $10 million to $50 million.  Judge
Stacey L. Meisel presides over the cases.

Porzio, Bromberg & Newman, PC, serves as counsel to the Debtors.

Bederson LLP's Edward Bond is serving as CRO and crisis manager of
the Debtors.

The Acting United States Trustee Andrew R. Vara has appointed
three
creditors of EZ Mailing Service Inc to serve on the official
committee of unsecured creditors.  The Committee tapped Lowenstein
Sandler LLP as counsel and EisnerAmper LLP as financial advisor.


EDCON HOLDINGS: South African Retailer Seeks Creditor Protection
----------------------------------------------------------------
Edcon Holdings Limited, a South African non-food retailer, and
three affiliated entities sought creditor protection under Chapter
15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 16-13475
to 16-13478) on Dec. 13, 2016.

The Chapter 15 petitions were filed by Mr. Charles Mzwandile
Vikisi.

The Johannesburg, South Africa-based retailer is represented by
James H.M. Sprayregen, Esq., and Adam C. Paul, Esq., at Kirkland &
Ellis.

Martin O'Sullivan, writing for Bankruptcy Law360, reported that
Edcon cited the weakness of the rand and a general decline in
consumer spending.  The Company had $2.1 billion in debt.

The Law360 report said the Chapter 15 filing was made the same day
Edcon opened corporate rehabilitation proceedings in Johannesburg.
Edcon owns department, discount and other store chains and runs one
of the South Africa's largest consumer credit programs.


EL PRIMERO: Asks Court To Approve Chapter 11 Plan
-------------------------------------------------
El Primero, Inc., filed with the U.S. Bankruptcy Court for the
Eastern District of Virginia an amended motion for order
determining that the Debtor's Chapter 11 plan contains adequate
information.

The Debtor submits that the Plan contains adequate information, as
that term is defined in Section 1125 of the U.S. Bankruptcy Code,
and that the economies of the Debtor's bankruptcy case support a
quick and efficient plan process.  

Given the necessity of holding a hearing on this request, and the
upcoming December holidays, the Debtor says it is unlikely the
Court will be able to approve the Chapter 11 Plan in this case
within 45 days of its filing.  Accordingly, the Debtor requests
that the Court extend the deadline to confirm the Debtor's Chapter
11 Plan of Liquidation in this case.

The Debtor requests that the Court enter an order:

     a. determining that the Plan contains adequate information
        and that it is not necessary to file a separate disclosure

        statement;

     b. establishing a deadline to submit ballots accepting or
        rejecting the Plan;

     c. establishing a deadline to object to the Plan; and

     d. extending the deadline to confirm the Plan.

As reported by the Troubled Company Reporter on Dec. 12, 2016, the
Debtor asked the Court 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.  The Court is set to hold a hearing on Dec. 13, at 11:00
a.m.

                         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.


EMERALD PERFORMANCE: S&P Raises Rating on 2nd-Lien Loan to 'B-'
---------------------------------------------------------------
S&P Global Ratings said that it has reviewed its recovery and
issue-level ratings for Emerald Performance Materials LLC that were
labeled as "under criteria observation" (UCO) after publishing its
revised recovery ratings criteria on Dec. 7, 2016. With S&P's
criteria review complete, is is removing the UCO designation from
these ratings and are updating the issue level and recovery
ratings.  S&P is affirming the issue-level and recovery ratings on
the company's first-lien credit facility at 'B' and '3',
respectively.  S&P is raising the issue-level ratings on the
company's second-lien term loan to 'B-' from 'CCC+' and revising
the recovery rating to '5' from '6'.  The '5' recovery rating
indicates S&P's expectation for modest (10%-30%; lower end of the
range) recovery for lenders in the event of a default.

These rating actions stem solely from the application of S&P's
revised recovery criteria and do not reflect any change in its
assessment of the corporate credit ratings for issuers of the
affected debt issues.

RATINGS LIST

Issue-Level Ratings Affirmed; Recovery Rating Unchanged
                                       To         From
Emerald Performance Materials LLC
Sr secd first lien                    B           B
  Recovery rating                     3H          3L

Issue-Level Rating Raised; Recovery Rating Revised
                                       To         From
Emerald Performance Materials LLC
Sr secd second lien                    B-         CCC+
  Recovery rating                      5L         6



ENOVA INTERNATIONAL: S&P Lowers Rating on $500MM Sr. Notes to 'B-'
------------------------------------------------------------------
S&P Global Ratings said that it lowered the issue rating on Enova
International Inc.'s $500 million 9.75% senior notes to 'B-' from
'B'.  S&P also revised the recovery rating on the notes to '5' from
'4'.  The '5' recovery rating indicates S&P's expectation for
modest (10%-30%; lower end of the range) recovery for lenders in
the event of default.

The rating actions are the result of S&P Global Ratings reviewing
its recovery and issue ratings for Enova International Inc. that
were labeled as "under criteria observation" (UCO) after publishing
its revised recovery ratings criteria on Dec. 7, 2016. With S&P's
criteria review complete, it is removing the UCO designation from
these ratings.

These rating actions stem solely from the application of S&P's
revised recovery criteria and do not reflect any change in its
assessment of the corporate credit ratings for issuers of the
affected debt issues.

S&P's recovery analysis includes the $35 million revolving credit
facility, $60% draw on $275 million securitization facility, and
$500 million 9.75% senior unsecured notes.  All of the company's
long-term debt instruments are unsecured.

In October 2016, Enova upsized its receivables securitization
facility to $275 million from $175 million, which S&P treats as a
priority claim, along with the revolving credit facility, over the
unsecured debt in the event of a default.  The high level of
priority claims materially impairs the recovery prospects for the
unsecured bonds.

SIMPLIFIED RECOVERY WATERFALL

   -- Emergence EBITDA: $81.1 mil.
   -- Multiple: 4.0x
   -- Gross recovery value: $324.4 mil.
   -- Net recovery value for waterfall after admin expenses (5%)
      [and pensions, if applicable]: $308.2 mil.
   -- Obligor/non-obligor valuation split: 100%/0%  
   -- Estimated priority claims [revolver and securitization
      facility]: $203.7 mil.
   -- Remaining recovery value: $104.5 mil.  
   -- Estimated senior unsecured notes claim: $519.6 mil.
      -- Recovery range: 10%-30% (at the lower end)

RATINGS LIST

Enova International Inc.
Issuer Credit Rating            B/Negative/--

Ratings Lowered; Recovery Rating Revised
                                 To             From
Enova International Inc.
Senior Unsecured                B-             B
  Recovery Rating                5L             4L



ERICKSON INC: Clarifies Parties That May Join in DIP Syndication
----------------------------------------------------------------
Erickson Incorporated on Nov. 29, 2016, filed with the Bankruptcy
Court syndication procedures pursuant to which certain holders of
the Company's 8.25% Second Priority Senior Secured Notes due 2020
are being afforded the opportunity to subscribe to provide
financing as lenders under the Company's debtor-in-possession loan
facility.  A copy of the Syndication Procedures is available at
https://is.gd/sA2W67

On December 2, 2016, the Bankruptcy Court entered a final order
approving the DIP Term Facility.  As authorized by the Final DIP
Order, the Company began soliciting participation in the DIP Term
Facility by eligible holders of the Second Priority Notes on
December 8, 2016. The opportunity to participate expires at 5:00
p.m., New York City time, on December 19, 2016 unless extended or
earlier terminated by mutual agreement of the Backstop Parties, the
Company and the agent under the DIP Term Facility.

As reported by the Troubled Company Reporter, the eligible
beneficial holders of Second Priority Notes will have the
opportunity to purchase a portion of $62,500,000 in aggregate
principal amount of the DIP Term Facility.

The Company clarifies that participation is limited to an eligible
holder of the Second Priority Notes -- including each Backstop
Party -- that is an entity that is:

     (i) either (A) a Qualified Institutional Buyer, as such term
is defined in Rule 144A under the Securities Act or (B) an
Institutional Accredited Investor within the meaning of Rule
501(A)(1), (2), (3) or (7) under the Securities or an entity in
which all of the equity investors are such institutional
"Accredited Investors",

    (ii) a beneficial holder of Second Priority Notes on December
2, 2016, and

   (iii) not the Company or an affiliate of the Company.

                          About Erickson

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

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

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

Jeff Roberts was appointed as president and chief executive
officer
in April 2015.  

Erickson Incorporated, based in Portland, OR, and its affiliates
each filed a Chapter 11 petition (Bankr. N.D. Tex.; Erickson
Incorporated, Case No. 16-34393; Evergreen Helicopters
International, Inc., Case No. 16-34392; EAC Acquisition
Corporation, Case No. 16-34394; Erickson Helicopters, Inc., Case
No. 16-34395; Erickson Transport, Inc., Case No. 16-34396;
Evergreen Equity, Inc., Case No. 16-34397; Evergreen Unmanned
Systems, Inc., Case No. 16-34398) on Nov. 8, 2016.  The Hon.
Barbara J. Houser presides over the cases.

In its petition, Erickson estimated $942.8 million in assets and
$881.5 million in liabilities.  

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


ERWIN WILLIAMS: Disclosure Statement Hearing Set for Jan. 10
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana is
set to hold a hearing on Jan. 10, at 10:00 a.m., to consider
approval of the disclosure statement explaining the Chapter 11 plan
of Erwin John Williams and Julie Mangiaracina Scuderi.

The hearing will take place at Hale Boggs Federal Building,
Courtroom B-705, 500 Poydras Street, New Orleans, Louisiana.
Objections are due by Jan. 3.

              About Erwin Williams and Julie Scuderi

Erwin John Williams and Julie Mangiaracina Scuderi filed a
voluntary petition for relief under Chapter 13 of Title 11, United
States Code (Bankr. E.D. La. Case No. 15-12776) on October 23,
2015.  

On June 15, 2016, the court entered an order converting the Chapter
13 case to a case under Chapter 11 of the Bankruptcy Code.


ESPLANADE HL: Hires A&G Realty as Real Estate Broker and Investment
-------------------------------------------------------------------
Esplanade HL, LLC and its debtor-affiliates seek permission from
the U.S. Bankruptcy Court for the Northern District of Illinois to
A&G Real Partners, LLC as real estate broker and investment banker
to the Debtors.

The Debtors require A&G to:

      a. consult with the Debtor to discuss the Debtor’s goals,
objectives and financial parameters in relation to the Properties;

      b. review the Properties and provide Property Valuations;

      c. negotiate on behalf of the Debtor with its lenders to
assist the Debtor in restructuring and/or refinancing its debt;

      d. market the Properties for sale;

      e. negotiate with third parties on behalf of the Debtor in
order to assist the Debtor in obtaining Property; and

      f. report periodically to the Debtor regarding the status of
the Services.

A&G will be paid, from the gross sale proceeds, a commission of 3%
of Gross Proceeds. To the extent that A&G is successful in
restructuring certain Debtors' obligations, A&G will be paid,
pursuant to the Agreement, 1.5% of Gross Proceeds.

A&G will also be reimbursed for reasonable out-of-pocket expenses
incurred.

Michael Jerbich, principal of A&G Realty Partners, LLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

A&G may be reached at:

        Michael Jerbich
        A&G Realty Partners, LLC
        525 W. Monroe St., Suite 2330
        Chicago, IL 60661
        Tel: 312-454-2057
        Mobile: 773-294-5354
        Fax: 312-454-4549
        E-mail: michael@agrealtypartners.com

                        About Esplanade HL

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

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

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



FELCOR LODGING: Moody's Hikes Senior Unsecured Rating to B2
-----------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured rating of
FelCor Lodging Trust ("FCH") to B2 from B3. Concurrently, the
outlook was revised to stable from positive.

The following rating actions were taken:

Upgrades:

   Issuer: FelCor Lodging Limited Partnership

   -- Corporate Family Rating, Upgraded to B2 from B3

   -- Senior Secured Regular Bond/Debenture, Upgraded to B1 from
      B2

   -- Senior Unsecured Regular Bond/Debenture, Upgraded to B2 from

      B3

   Issuer: FelCor Lodging Trust Inc.

   -- Corporate Family Rating, Upgraded to B2 from B3

   -- Multiple Seniority Shelf, Upgraded to (P)Caa1 from (P)Caa2

   -- Pref. Stock Preferred Stock, Upgraded to Caa1 from Caa2

Outlook Actions:

   Issuer: FelCor Lodging Limited Partnership

   -- Outlook, Changed To Stable From Positive

   Issuer: FelCor Lodging Trust Inc.

   -- Outlook, Changed To Stable From Positive

RATINGS RATIONALE

Key strengths supporting the rating upgrade to the B2 senior
unsecured rating include an improved balance sheet and stronger
operating results. This progress reflects the REIT's successful
portfolio repositioning and redevelopment strategy which coincided
with the robust operating performance of the U.S. hotel market in
recent years. In addition, in May 2015, the company shifted to an
unsecured capital structure with the closing of its $475 million
senior unsecured bond issuance. As a result, the company has seen
its fixed charge coverage improve on a trailing twelve month basis
to 2.2x at 3Q16 from 1.5x at YE2014 and its net debt / EBITDA
improve to 5.5x at 3Q16 from 7.1x at YE2014. FCH remains committed
to further reducing leverage through asset sales and EBITDA growth,
with stated guidance of 4.5x to 5.0x for net debt / EBITDA. In
addition, the REIT maintains a well-laddered debt maturity profile,
with only $85 million in mortgage debt related to The Knickerbocker
hotel coming due prior to 2019, a credit positive.

Key credit challenges that remain include the REIT's high effective
leverage, high levels of secured debt and small unencumbered asset
base, all of which significantly limit the company's financial
flexibility. In addition, although fundamentals for the lodging
sector remain solid, increased supply in certain key markets and
sluggish economic activity may weigh negatively on future
performance. FelCor's RevPAR growth and EBITDA margins have seen
only modest improvement over the last year, due in part to the
softening in the overall U.S. hotel market.

The stable rating outlook reflects Moody's expectation that FelCor
will continue to improve its operating and financial profile with
key metrics such as effective leverage, secured debt and
unencumbered assets.

Positive ratings movement would be predicated upon continued
strength in FelCor's operating results - including the operating
performance of the REIT's redevelopment projects - and lower
leverage, as measured by reductions in key ratios including
effective leverage closer to 50%, secured debt closer to 20%,
maintaining net debt / EBITDA at or below current levels on a
consistent basis and fixed charge coverage closer to 3.0x. A strong
liquidity position with unencumbered assets above 50% on a
consistent basis would also be a key component to a ratings
upgrade.

Downward ratings movement would result from any liquidity
challenges, operational setbacks or lack of de-leveraging
progress.

Moody's last rating action with respect to FelCor was on May 14,
2015 when Moody's affirmed all existing ratings and revised the
outlook from stable to positive.

FelCor Lodging Trust Inc. [NYSE: FCH] is a real estate investment
trust headquartered in Irving, TX; the REIT owns interests in 39
properties located in major and resort markets throughout the U.S.
FelCor partners with leading hotel companies to operate its hotels,
which are flagged under well-known brands and premier independent
hotels. At September 30, 2016, FelCor reported total assets of
$1.7B and total equity of $249M.

The principal methodology used in these ratings was Global Rating
Methodology for REITs and Other Commercial Property Firms published
in July 2010.


FILIP TECHNOLOGIES: Hires Kurtzman Carson as Administrative Agent
-----------------------------------------------------------------
Filip Technologies, Inc., and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ Kurtzman Carson Consultants LLC as administrative agent,
nunc pro tunc to November 1, 2016 .

The Debtors require KCC to:

     a. tabulate votes and perform subscription and solicitation
services as may be requested or required in connection with the
Plan filed by the Debtors and provide ballot reports and related
balloting and tabulation services to the Debtors and their
professionals;

      b. generate an official ballot certification and testify, if
necessary, in support of the ballot tabulation results;

      c. perform other administrative services as may be requested
by the Debtors that are not otherwise allowed under the order
approving the Section 156(c) Application.

The Debtors agrees to pay KCC for its services at the rates and
prices set by KCC that are in effect as of the date of this
Agreement and in accordance with the KCC Fee Structure.

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

Evan Gershbein, senior vice president of Kurtzman Carson
Consultants LLC, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.

KCC may be reached at:

       Evan Gershbein
       Kurtzman Carson Consultants LLC
       2335 Alaska Avenue
       El Segundo, CA 90245
       Tel: (310) 823-9000

                      About Filip Technologies

Filip Technologies, Inc., a start-up company which was formed in
2013, currently employs eight individuals and operates in the
United States and Spain.

Filip Technologies, Inc., and its affiliates filed separate
voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr.
D. Del. Case 16-12192) on Oct. 5, 2016.  The cases have been
assigned to Judge Kevin Gross.

The Debtors owe $480,000 to AT&T and $2.6 million to trade vendors,
as disclosed in court papers.

The Debtors have engaged Moore & Van Allen, PLLC, as general
counsel; Bielli & Klauder, LLC, as local counsel; Ankura Consulting
Group, LLC, as restructuring advisor; and Braekhaus Dege
Advokatfirma DA, as special Norway counsel.

Counsel to AT&T Capital Services, Inc., the Debtor's DIP lender,
and AT&T Services, Inc., are Michael G. Burke, Esq., and Brian J.
Lohan, Esq., at Sidley Austin LLP; and Derek C. Abbott, Esq., and
Daniel B. Butz, Esq., at Morris, Nichols, Arsht & Tunnell LLP.
Both AT&T entities are co-proponents of the Debtors' bankruptcy
plan.


FIRST WIVES: Hires MSG's Mann as Chief Restructuring Advisor
------------------------------------------------------------
First Wives Entertainment Limited Liability Company seeks
permission from the U.S. Bankruptcy Court for the Southern District
of New York to employ Carol S. Mann of Mann Solutions Group LLC as
their Chief Restructuring advisor.

The Debtor requires Carol Mann with the assistance of MSG to:

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

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

      c. use commercially reasonable efforts to attempt to
implement such plan(s) or alternative(s);

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

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

      f. provide leadership in respect of financial functions
including, without limitation, strengthen competencies in finance
including strategic planning, supervise cash management, supervise
general accounting, and supervise of financial reporting and
information;

      g. supervise the preparation of all required reporting on
behalf of FWE as debtor-in-possession;

      h. serve as testifying witness in respect of proceedings in
the FWE chapter 11 case and in proceedings therein and related
thereto;

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

      j. direct FWE's legal, accounting and other professionals;

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

      l. drive financial and operational performance in conformity
with FWE's business plan and restructuring strategies;

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

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

MSG will be paid at these hourly rates:

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

Payment during the Chapter 11 shall be subject to payment of a
monthly cap of $10,000.00 regardless of the number of hours or
effort expended.

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

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

MSG can be reached at:

       Carol S. Mann
       Mann Solutions Group LLC
       56 Byberry Road
       Hatbox, PA 19040
       Tel: 267-984-5200
       E-mail: carolsmann2010@gmail.com

               About First Wives Entertainment



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



On May 5, 2016, Aruba Productions LLC, Arnold Venture Fund
L.P. and Edward H. Arnold filed an involuntary petition under
Chapter 7 of
the Bankruptcy Code against First Wives
Entertainment Limited
Liability Company.  The Chapter 7 case
was converted to a voluntary case under Chapter 11 [Bankr. S.D.N.Y.
Case No. 16-11345] on August 23, 2016.



The Debtor hires Allen G. Kadish, Esq. at DiConza Traurig
Kadish LLP as legal counsel.



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



GAWKER MEDIA: Liquidation Plan Wins Court Approval
--------------------------------------------------
Alex Wolf, writing for Bankruptcy Law360, reported that U.S.
Bankruptcy Judge Stuart Bernstein confirmed Gawker Media LLC's plan
of liquidation, which had received full approval from all creditors
and classes entitled to vote on it.  

A $31 million settlement with former pro wrestler Hulk Hogan also
obtained Court approval.

As reported by the Troubled Company Reporter on Nov. 17, 2016,
Gawker Media's disclosure statement says Class 1C GMGI - General
Unsecured Claims will get pro rata share of GMGI cash distributed
on the Effective Date, or within 15 days of allowance of the claim,
up to the allowed amount of claims, plus post-petition interest.
This class is impaired. Holders of this class asserted
$811,124,088.90 plus unliquidated amounts.  Up $500,000 claims were
allowed.  Holders will recover 10-100%.

The Debtors have already liquidated substantially all of their
assets through the Unimoda sale.  The Debtors currently hold cash,
the Gawker.com assets and potential causes of action.  In the
Plan,
administrative and priority claims will be paid in full, as
required by Bankruptcy Code section 1129, and the remaining funds
will be disbursed in Cash on the Effective Date or through the
Plan
Administrator on the Gawker Media Distribution Date and GMGI
distribution dates.  The Debtors believe the Plan is the simplest
and least expensive mechanism to distribute the Debtors' remaining
assets.

Tom Corrigan, writing for The Wall Street Journal Pro Bankruptcy,
said the Plan constituted a separate Chapter 11 plan of liquidation
for each Debtor Gawker Media Group (GMGI), Gawker Media LLC, and
Gawker Hungary Kft.  General Unsecured Claims against GMGI expect a
10%-100% estimated recovery; against Gawker Media LLC a 0% to 10%
estimated recovery; and against Gawker Hungary a 100% estimated
recovery.

Jonathan Randles, writing for WSJ Pro Bankruptcy, said dozens of
former writers and editors at Gawker will receive a legal shield
designed to protect them from lawsuits arising from stories they
wrote for the entertainment and gossip website in return for
backing the company's liquidation plan.

According to the WSJ report, the arrangement would allow the team
of legal professionals now overseeing the Gawker estate to resolve
indemnification claims brought in the bankruptcy on behalf of 62
writers, editors, freelance contributors and former officers and
move a step closer to winding down the company's affairs and,
ultimately, distributing assets to creditors.

According to the WSJ report, the deal works like this: writers who
vote in support of the chapter 11 plan, which requires court
approval, will give up their indemnification claims against the
Gawker estate, the report related.  In exchange, they will receive
a release that covers potential legal claims bought by third
parties over content they produced for Gawker before the business
was sold to Spanish language media company Univision Communications
Inc. for $135 million, the report further related.

The releases also cover lawsuits brought by Ashley Terrill, Shiva
Ayyadurai and Terry Bollea, who reached separate settlements with
the Gawker estate, the report said.

The Disclosure Statement is available at:

          http://bankrupt.com/misc/nysb16-11700-403.pdf

                      About Gawker Media

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

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

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

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

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

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

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

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

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

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


GEIGER DEVELOPMENT: Jan. 24 Plan Confirmation Hearing
-----------------------------------------------------
Judge Jeffery A. Deller of the U.S. Bankruptcy Court for the
Western District of Pennsylvania conditionally approved the amended
disclosure statement to accompanying the Chapter 11 plan of
liquidation proposed by Somerset Trust Company for Geiger
Development Inc.

Ballots must be received on or before Jan. 9, 2017 in accordance
with the instructions on the Ballot, unless extended by Somerset
Trust Co. in writing.

If any claimant seeks to have a claim temporarily allowed for
purposes of voting to accept or reject the Plan, such claimant is
required to file a motion for such relief no later than Jan. 9,
2017.

Objections to the adequacy of the Disclosure Statement or
confirmation of the Plan must be filed on or before Jan. 9, 2017.

Any party supporting the Plan may file a reply to any objection to
confirmation of the Plan by Jan. 13, 2017.

A hearing will be held before on Jan. 24, 2017 at 10:00 A.M. (PET)
to consider on a final basis the adequacy of the Disclosure
Statement and confirmation of the Plan.

                   About Geiger Development

Geiger Development, Corp., based in Friedens, Pa., filed a Chapter
11 petition (Bankr. W.D. Pa. Case No. 16-70427) on June 2, 2016.
The petition was signed by Larry Mostoller, Jr., secretary and
treasurer.  In its petition, the Debtor estimated $1 million to
$10
million in both assets and liabilities.  

The Hon. Jeffery A. Deller presides over the case.  Robert O
Lampl,
Esq., serves as counsel to the Debtor.  

An official committee of unsecured creditors has not yet been
appointed.


GENERAL GLASS: Unsecureds To Recover 25% Under Plan
---------------------------------------------------
General Glass Company, Inc., and creditor Cynthia Smith filed with
the U.S. Bankruptcy Court for the Southern District of West
Virginia a disclosure statement referring to the Debtor's Chapter
11 plan of liquidation dated Nov. 28, 2016.

General unsecured creditors are classified in Class U, and will
receive a pro rata distribution of all funds remaining after
payment of administrative and priority claims, estimated at 25% of
their allowed claims.  General unsecured claims total $1,544,642.
Quarterly payments of $3,000 will be made after class P-4 are paid
in full.  This class will first priority to net sale proceeds after
payment of class P-4.  Class U is impaired.

Source of payments are sale proceeds from Charleston real estate
and auction of Parkersburg real estate.  

On Oct. 6, 2016, the Debtor sold its Charleston, West Virginia,
real estate for the sum of $800,000.  The terms of sale, as
approved by the Court, provided for cash at closing in the amount
of $580,000, with the balance secured by a second lien on the
Charleston real estate and payable over a term of 60 months at
6.00% interest fixed.  The Purchaser will make 59 monthly payments
of $1,319.01, with the remaining balance of the promissory note,
due on the 60th month.  The first monthly payment in the amount of
$1,319.01 was due on or before Nov. 6, 2016.  

The proceeds of sale received at closing were used to satisfy the
secured tax liens of the Internal Revenue Service in the amount of
$329,454.38 and the West Virginia State Tax Department in the
amount of $81,038.65.  In exchange for receipt of the sale proceeds
at closing, the IRS and West Virginia State Tax Department agreed
to waive interest that accrued on the secured claims after the
bankruptcy filing.  Net sale proceeds in the amount of $63,000 were
paid to the Debtor.  The $63,000 will be utilized to pay estimated
approved administrative expenses and to make a $15,000 distribution
to Class P-1.  

Within 60 days after the Effective Date of this Plan, the Debtor
will hold a public auction of its real estate located at 1900 12th
Avenue Parkersburg, West Virginia.  The Parkersburg real estate is
currently listed for sale in the amount of $370,000.  Goldman
Associates, Inc., of Charleston, West Virginia, will conduct the
auction.  

Goldman Associates, Inc., has agreed to auction the real estate for
a commission equal to 10% of the gross proceeds of sale.  An
application to employ Goldman Associates and affidavit of
disinterest will be filed with the Court.  The Debtor and Goldman
Associates have agreed to an advertising budget of $5,000.00.

The Debtor expects to receive monthly revenue of $1,319.01,
representing note payments on the sale of the Charleston real
estate.  The Debtor's plan provides to distribute $3,000 per
calendar quarter to creditors, leaving $319.01 per month to pay for
costs of administering the Plan over a period of five years.
Cynthia Smith, the Debtor's President, will receive $250 per
calendar quarter as plan administrator.  The Debtor estimates
annual postage and office expense of $600, annual accounting fees
of $800, and annual legal fees of $1,600.  Upon receipt of the
final payment of the Charleston Promissory Note, the Debtor will
disburse any remaining funds to creditors in order of priority.   

The Disclosure Statement is available at:

           http://bankrupt.com/misc/wvsb14-20299-274.pdf

The Creditor can be reached at:

     Joseph W. Caldwell, Esq.
     CALDWELL & RIFFEE
     P.O. Box 4427
     Charleston, WV 25364-4427
     Tel: (304) 925-2100

Headquartered in Charleston, West Virginia, General Glass Company,
Inc., aka General Glass Home Center, aka General Glass Design
Center, was founded in 1944 to sell and install commercial glass
throughout West Virginia.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.
W.V. Case No. 14-20299) on June 10, 2014, estimating its assets and
liabilities at between $1 million and $10 million each.  The
petition was signed by Cynthia D. Smith, president.

Judge Ronald G. Pearson presides over the case.

Christopher S. Smith, Esq., and Nicola D. Smith, Esq., at Hoyer,
Hoyer & Smith, PLLC, serves as the Debtor's bankruptcy counsel.


GENERAL MOTORS: Appeals Bankruptcy-Shield Ruling to Supreme Court
-----------------------------------------------------------------
Mike Spector, writing for The Wall Street Journal, reported that
General Motors Co. has filed a petition asking the U.S. Supreme
Court to maintain a bankruptcy shield blocking some lawsuits over
faulty ignition switches after a lower court ruled the Detroit auto
giant's failure to reveal the safety defect violated consumers'
legal rights.

According to the report, GM appealed a lower court's ruling earlier
this year that undid a legal shield barring lawsuits stemming from
alleged wrongdoing before the auto maker's 2009 government-brokered
bankruptcy restructuring. The suits carry billions of dollars in
potential claims, the report noted.

In the Supreme Court petition, GM argued that a federal appeals
court erred and upended settled bankruptcy law when ruling the
cases could proceed, the report related.

WSJ recalled that the Second U.S. Circuit Court of Appeals in
Manhattan in July ruled that GM had evidence of defective ignition
switches, now linked to 124 deaths, and violated some consumers'
due process rights by failing to reveal the problem during 2009
bankruptcy proceedings.  GM has acknowledged failing to disclose
the defective switch, which can slip from the run position and
disable safety features including air bags, the report said.  The
auto maker didn't recall about 2.6 million older cars with the
switches until early 2014 despite employees knowing of problems for
more than a decade, the report added.

GM asked the Supreme Court to reverse the lower-court decision,
which would reaffirm a 2009 bankruptcy sale that sent the auto
maker's better assets to a new government-owned company shielded
from claims arising before the deal closed, the report said.  GM
cited legal precedents that conflict with the appeals-court
decision, the report added.

GM is represented by Paul Clement, Erin Murphy, Michael Lieberman,
Matthew Rowen, Richard Godfrey and Andrew Bloomer of Kirkland &
Ellis LLP and Arthur Steinberg, Merritt McAlister, Edward Ripley
and Scott Davidson of King & Spalding LLP.

Various plaintiffs' groups are represented by William Weintraub of
Goodwin Procter LLP, Steve W. Berman of Hagens Berman Sobol Shapiro
LLP, Alexander H. Schmidt of Wolf Haldenstein Adler Freeman & Herz
LLP and Georgetown Law Professor Gary Peller.

The case is General Motors LLC v. Celestine Elliott et al., case
number not yet available, in the U.S. Supreme Court.

                    About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.

Motors Liquidation had $669 million in total assets, $56.4 million
in total liabilities and $613 million in net assets in liquidation
as of Dec. 31, 2015.


GERALD CASESA: Unsecureds to Get 100% Over 5 Years
--------------------------------------------------
Gerald J. Casesa filed with the U.S. Bankruptcy Court for the
Southern District of New York a disclosure statement describing his
plan of reorganization, dated Dec. 2, 2016, which provides that
general unsecured creditors will receive a pro-rated distribution
on their allowed claims, based upon the Debtor's disposable income,
in cash over five years following the Effective Date.

Class 1, Secured Claim of Deutsche Bank Collateral, is unimpaired
under the Plan.  The Secured Creditor will get a monthly payment of
$2,403 starting Aug. 1, 2016 until Nov. 1, 2034, with an interest
rate of 3.25%.  The Ceditor will retain its security interest in
the property located at 8 Roselawn Road, Highland Mills, New York
until paid in full.

Class 2, General Unsecured Claims, is impaired under the Plan. Each
holder of a Class 2 General Unsecured Claims will receive a
distribution up to 100% of their Allowed Claim, in cash, from the
Debtor's disposable income for five years from the Filing Date,
made in quarterly payments in a minimum amount of $906 per quarter,
for total aggregate plan payments totaling $18,115.  The Class 2
Claims total the sum of $186,628 which includes the claim of
Schoomaker Homes -- John Steinberg Inc. in the amount of $181,738
which was reclassified as a nonpriority unsecured claim pursuant to
a Stipulation of Settlement between the parties that will be
submitted to the Court for approval prior to the hearing date for
approval of the Disclosure Statement.  Given the current size of
the unsecured creditor pool, Class 2 general unsecured creditors
can expect to receive about 9.7% of their claims.

The Plan will be funded from the Debtor's disposable income over
the next five years.  The Debtor will first make the contribution
necessary to make the payments of the amounts required on
confirmation, namely outstanding United States Trustee fees
pursuant to 28 U.S.C. 1930, if any, that are unpaid as of the
Effective Date. Pursuant to Section 1115(a) of the Code, the Debtor
is committing all of his disposable income and property to the
Plan. Plan payments will be made by the Debtor as disbursing
agent.

A full-text copy of the Disclosure Statement is available at:

       http://bankrupt.com/misc/nysb15-36684-82.pdf

Counsel for the Debtor:

   Todd S. Cushner, Esq.
   GARVEY TIRELLI & CUSHNER LTD.
   50 Main Street, Suite 390
   White Plains, NY 10606
   Telephone: (914) 946-2200
   Facsimile: (914) 946-1300
   E-mail: todd@thegtcfirm.com

Gerald J. Casesa sought Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 15-36684) on Sept. 14, 2015.  The Debtor tapped Todd S.
Cushner, Esq., at Garvey Tirelli & Cushner Ltd. as counsel.


GRACE GEMS GALLERIA: Disclosures OK'd; Hearing Set For Jan. 12
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
has conditionally approved Grace Gems Galleria, LLC's disclosure
statement dated Nov. 18, 2016, referring to the Debtor's plan of
reorganization.

The final hearing on the Disclosure Statement and Plan confirmation
is scheduled for Jan. 12, 2017, at 11:00 a.m.  Objections to the
Disclosure Statement and objections to the plan confirmation must
be filed by Dec. 28, 2016.

All ballots accepting or rejecting the Plan will be served on the
attorney for the plan proponent by Dec. 28, 2016.

The counsel for the plan proponent will file a Summary of the
balloting no later than Jan. 10, 2017.  

As reported by the Troubled Company Reporter on Dec. 13, 2016, the
Debtor filed an amended disclosure statement dated Nov. 18, 2016,
which proposes that all payments under the Plan will be funded by
the proceeds of the asset sale.

                    About Grace Gems Galleria

Grace Gems Galleria, LLC, sought Chapter 11 protection (Bankr.
W.D. Penn. Case No. 15-24218) on Nov. 18, 2015.  The petition was
Signed by Ronald S. Jones, president.

The Debtor estimated assets in the range of $50,000 and $100,000
and $100,000 and $500,000 in debt.

The Debtor tapped Robert O Lampl, Esq. as counsel.


GRACIOUS HOME: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                       Case No.
     ------                                       --------
     Gracious Home LLC                            16-13500
     1201 Third Avenue
     New York, NY 10021

     Gracious Home Holdings LLC                   16-13501
     1201 Third Avenue
     New York, NY 10021

     Gracious Home Payroll LLC                    16-13502
     GH East Side LLC                             16-13503
     GH West Side LLC                             16-13504
     GH Chelsea LLC                               16-13505
     Gracious (IP) LLC                            16-13506

Chapter 11 Petition Date: December 14, 2016

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

Debtors' Counsel: Joseph J. DiPasquale, Esq.
                  TRENK, DIPASQUALE, DELLA FERA & SODONO, P.C.
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: (973) 243-8600
                  Fax: (973) 243-8677
                  E-mail: jdipasquale@trenklawfirm.com

Debtors'          
Financial
Advisor:          B. RILEY & CO.

Debtors'          
Claims,
Noticing
& Balloting
Agent:            PRIME CLERK LLC

                                          Estimated   Estimated
                                            Assets   Liabilities
                                          ---------  -----------
Gracious Home LLC                         $10M-$50M   $10M-$50M
Gracious Home Holdings                    $10M-$50M   $10M-$50M

The petitions were signed by Robert Morrison, chief executive
officer.

Debtors' Consolidated List of 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Lincoln Metrocenter                      Rent          $1,504,993
Partners L
c/o Millennium Partners
1995 Broadway, 3rd Floor
New York, NY 10023
Steven Hoffman
Tel: 212-875-4900

Rockrose Development Corp.               Rent            $637,686
Attn: Laren Barnwell
387 Park Avenue, 7th Floor
New York, NY 10010
Laren Barnwell
Tel: 212-672-1000

Townsend House Corp                      Rent            $600,262
176 E 71st Street
New York, NY 10021
John Graham
Tel: 212-376-8600

True Value Company                     Trade Debt        $481,782
8600 W. Bryn Mawr Avenue
Chicago, IL
60631-3505
John R. Hartmann
Tel: 773-695-5000

Capstone Printing Corp.                  Expense         $288,078  
      
99 Hudson Street, 5th Floor
New York, NY 10013
Alan Finkelstink
Tel: 212-242-1470

179 E 70th Street Corp.                    Rent          $261,861
Douglas Elliman
Property Mgmnt
179 East 70th Street
New York, NY 10021
Jim O'Connor
Tel: 212-692-8300
Email: info@ellimanpm.com

Bonafide Estates Inc.                      Rent          $261,195
630 Fifth Avenue, Suite 3165
New York, NY 10111
A. Locker
Tel: 212-757-6027
Email: info@bonafiedestates.com

Bradford Swett                             Rent          $256,842
Management LLC
1536 Third Avenue, 3rd Floor
New York, NY
10028-2110
Bradford N Swett
Tel: 212-772-7550
Fax: 212-249-0029

Miele Appliances Inc.                    Trade Debt      $187,934

United Parcel Service                      Expense       $181,929

Scandia Down LLC                         Trade Debt      $169,882

Nest Fragrances                          Trade Debt      $140,151

Visual Comfort & Co.                     Trade Debt      $119,502

Down Decor                               Trade Debt      $115,523

Satco Products Inc.                      Trade Debt      $105,241

Sferra Bros                              Trade Debt      $104,852

Demandware Inc.                            Expense       $102,806

Klestadt Winters Jureller Southard       Professional    $102,341
                                             Fees

John Matouk & Co. Inc.                    Trade Debt      $79,066
Email: george@matouk.com

A.F. Supply Corp.                         Trade Debt      $77,877
Email: B2C@afsupply.com


GRAND & PULASKI: Hearing on Disclosure Statement Set For Jan. 10
----------------------------------------------------------------
The Hon. Deborah L. Thorne of the U.S. Bankruptcy Court for the
Northern District of Illinois has scheduled for Jan. 10, 2017, at
11:00 a.m. the hearing to consider the approval of Grand & Pulaski
Citgo, Inc.'s disclosure statement referring to the Debtor's plan
of reorganization.

Objections to the Disclosure Statement and plan confirmation must
be filed by Jan. 4, 2017.

Jan. 4, 2017, is set as the last day for the filing of ballots
accepting or rejecting the Plan.

As reported by the Troubled Company Reporter on Dec. 2, 2016, the
Debtor filed with the Court a disclosure statement referring to the
Debtor's plan of reorganization.  Under the Plan, holders of Class
5, which comprises holders of general unsecured claims other than
the Villalva/Nolan claim and any unsecured deficiency claim of
Bartholomew, will be paid 20% of the amount of the claimant's
allowed claim with payments to be made by the Debtor within 90 days
following the Effective Date.

The November 29 version of the Debtor's disclosure statement
contains a revised provision governing the treatment of Class 2
secured claim.

According to the disclosure statement, Michael Bartholomew's Class
2 secured claim in the amount of $1.6 million will be repaid by the
company at the rate of $10,000 per month in lieu of rent payments
to John Scali, Sr. on the G&P Service Station.  As additional rent
on the G&P Service Station, the company will deposit $3,300 per
month in a segregated bank account it maintains to be used solely
for payment of real estate taxes on the Chicago property where it
operates its business, according to the disclosure statement filed
on Nov. 29.

No changes have been made to the provision governing the treatment
of Class 5 unsecured claims under the company's Chapter 11 plan of
reorganization.

A copy of the November 29 disclosure statement is available for
free at:

              https://is.gd/vlMB5F

                About Grand & Pulaski Citgo

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


GREATER HOPE: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Greater Hope Baptist Church,
Inc., as of Dec. 14, according to a court docket.

Greater Hope is represented by:

     Michael Don Harrell, Esq.
     Harrell and Associates
     1884 Southern Avenue
     Memphis, TN 38114
     Tel: (901) 274-5484
     Email: harrellandassoc@bellsouth.net

                       About Greater Hope

Greater Hope Baptist Church, Inc. sought protection under Chapter
11 of the Bankruptcy Code (Bankr. W. D. Tenn. Case No. 16-30641) on
November 17, 2016.  The petition was signed by Dannie D. Holmes,
authorized representative.  

The case is assigned to Judge David S. Kennedy.

At the time of the filing, the Debtor disclosed $1.06 in assets and
$1.18 million in liabilities.


GREEN OAK: Hires Christian H. Dribusch as Counsel
-------------------------------------------------
Green Oak Stockade View Apartments, LLC seeks authorization from
the U.S. Bankruptcy Court for the Northern District of New York to
retain the Christian H. Dribusch Law Firm as counsel.

The Debtor requires the Firm to:

      a. give the Debtor legal advice with respect to its rights,
powers and duties as debtor-in-possession in the continued
operation of its business and administration of its estate;

      b. prepare on behalf of Debtor any necessary schedules,
statements, applications, adversary proceedings, motions, reports,
disclosure statement, plan and other legal papers necessary for the
proper administration of the case;

      c. negotiate and represent the Debtor in regard to the
business affairs of the Debtor, any sale of assets or other aspect
of the business necessary to formulate and implement a chapter 11
plan.

The Firm will be paid at these hourly rates:

       Attorneys        $300
       Paralegals       $125

The Firm received a prepetition retainer of $11,717.00 of which
$5,000.00 was used for prepetition services and $1,717.00 used for
the bankruptcy filing fee.

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

Christian H. Dribusch, Esq., of The Dribusch Law Firm, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

The Firm may be reached at:

       Christian H. Dribusch, Esq.
       The Dribusch Law Firm
       1001 Glaz Street
       East Greenbush, NY 12061
       Tel: 518.729.4331
       Fax: 518.463.4386
       E-mail: cdribusch@chdlaw.net

           About Green Oak Stockage View Apartments, LLC

Green Oak Stockage View Apartments, LLC filed a Chapter 11
bankruptcy petition (Bankr. N.D.N.Y.. Case No. 16-12305) on
November 30, 2016. Hon. Robert E. Littlefield, Jr., presides over
the case.  The Dribusch Law Firm represents the Debtor as
counsel.

The Debtor disclosed total assets of $4 million and total
liabilities of $3.46 million.  The petition was signed by William
A. Eichengrun, managing partner.


GWENDOLYN JOHNSON: Asks Court to Set Plan Hearing for Jan. 5
------------------------------------------------------------
Gwendolyn F. Johnson asks the U.S. Bankruptcy Court for the
Northern District of Texas to conditionally approve her first
amended disclosure statement and first amended plan of
reorganization, and schedule a hearing to consider final approval
of the amended disclosure statement and confirmation of the Plan
for Jan 5, 2017 at 9:30 A.M.

The Debtor also asks the Court to set Dec. 28, 2016 as the last day
for filing objections to the Disclosure Statement and Plan and Dec.
28, 2016 as the last day for submitting acceptances or rejections
of the Plan.

Under the Plan, holders of Class 4 - Allowed Unsecured Claims will
be paid $1,000 per month for 60 months for a total of $60,000.  The
IRS will also be paid 3.5% per annum over a period not exceeding
five years. The Plan will be funded from the future revenues of
TJ's Catfish and Wings, LLC.

Class 2 Priority Tax Claims of the I.R.S. will be paid by the
Reorganized Debtor, up to the Allowed amount of such Claim. The
balance of the priority tax claim is $34,163, assuming Debtor is
successful on the Debtor's motion to determine tax liability. The
allowed amount will be paid principal plus interest for
underpayments at the rate of 3.5% per annum accrued thereon on a
quarterly basis on April 1, June 1, Sept. 1 and Jan. 1 of each year
over a period not exceeding 5 years after the date of assessment of
the Claims, commencing after the first full quarter following the
Effective Date. The IRS claim will be paid on a five-year
amortization. With monthly payments accruing at $631 per month.

Class 4 Claims will be treated as Allowed Unsecured Claims in
amounts to be determined by the Bankruptcy Court pursuant to 11
U.S.C. section 502(b) at the Confirmation Hearing. Class 4 Allowed
General Unsecured Claims consist of all other Allowed Claims
against the Debtor not placed in any other Class including the
claims listed on Schedule F or creditors filing a proof of claim.
The treatment of the Creditors holding Allowed Class 4 General
Unsecured Claims shall occur under payments of $1,000 per month for
60 months for a total of $60,000. The pay-outs to the Class 4
Allowed General Unsecured Claims will be based on the respective
pro rata right to the pool based on their Allowed Claim.

A full-text copy of the First Amended Disclosure Statement is
available at:

       http://bankrupt.com/misc/txnb16-42362-11-77.pdf

The Debtor initiated this bankruptcy proceeding by filing a
voluntary petition for relief under Chapter 13 on June 17, 2016.
The Debtor filed the case to reorganize significant debts with the
Internal Revenue Service, along with her other creditors, and to
impose an automatic stay against WTG.  The Debtor filed motion to
convert to Chapter 11 which was granted by Order dated September
23, 2016.

The bankruptcy case is IN RE GWEDOLYN F. JOHNSON, Case No. 16-42362
(Bankr. N.D Tex.).

The Debtor is represented by Kevin S. Wiley, Jr., Esq., at The
Wiley Law Group, PLLC, in Dallas, Texas.


HANJIN SHIPPING: Must Disclose U.S. Assets, Judge Says
------------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal Pro Bankruptcy,
reported that U.S. Judge John Sherwood in New Jersey, ruled that
South Korea's Hanjin Shipping Co. must answer to U.S. creditors by
publicly disclosing all of its U.S.-based assets as well as any
cash that has been transferred out of the country.

According to the report, Judge Sherwood ordered the disclosures in
response to a plea from American creditors who say they are being
treated unfairly.  The judge also said he would grant final
approval of a host of legal protections that have helped the
shipper, once one of the world's largest, jump-start stalled supply
lines, the report related.

The decision, which some creditors opposed, affirms the New Jersey
court's September ruling that formally recognized the Hanjin's
bankruptcy proceeding in Korea, bringing the shipper under the
umbrella of U.S. bankruptcy law, the WSJ report pointed out.  Judge
Sherwood's order imposes strict prohibitions on U.S. creditors that
prevent them from seizing ships and other assets without first
going to the bankruptcy court, the news agency further pointed
out.

The Troubled Company Reporter, citing JOC.com, previously reported
that a Hanjin Shipping attorney told a federal court that it has
virtually no assets in the United States to compensate several
retailers, logistics providers, insurance companies and other
claimants who fear the loss of claim rights if the court recognizes
the carriers' South Korean bankruptcy case.

Hanjin attorney Ilana Volkov, of New Jersey, told Judge Sherwood
that Hanjin has virtually no assets available in the U.S. to pay
claimants anyway, except for a property in Paramus, New Jersey,
which is fully mortgaged, a few accounts receivables and some
interest payments.

The WSJ, however, pointed out that Judge Sherwood's order won't end
disputes among creditors owed millions of dollars for fuel, leasing
containers, insurance claims and other vital services, who say his
decision unfairly restricts their rights to pursue repayment in
other courts in the U.S. or elsewhere in the world.

"What the court is doing is tying our hands," Stephen Simms, Esq.,
a lawyer representing a group of Hanjin creditors who objected to
the relief that Judge Sherwood granted, said in court, the WSJ
report related.

                      About Hanjin Shipping

Hanjin Shipping Co., Ltd., is mainly engaged in the transportation
business through containerships, transportation business through
bulk carriers and terminal operation business.  The Debtor is a
stock-listed corporation with a total of 245,269,947 issued shares
(common shares, KRW 5000 per share) and paid-in capital totaling
KRW 1,226,349,735,000.  Of these shares 33.23% is owned by Korean
Air Lines Co., Ltd., 3.08% by Debtor and 0.34% by employee
shareholders' association.

The Company operates approximately 60 regular lines worldwide,
with
140 container or bulk vessels transporting over 100 million tons
of
cargo per year.  It also operates 13 terminals specialized for
containers, two distribution centers and six Off Dock Container
Yards in major ports and inland areas around the world.  The
Company is a member of "CKYHE," a global shipping conference and
also a partner of "The Alliance," another global shipping
conference to be launched in April 2017.

Hanjin Shipping listed total current liabilities of KRW 6,028,543
million and total current assets of KRW 6,624,326 million as of
June 30, 2016.

As a result of the severe lack of liquidity, Hanjin applied to the
Seoul Central District Court 6th Bench of Bankruptcy Division for
the commencement of rehabilitation under the Debtor Rehabilitation
and Bankruptcy Act on Aug. 31, 2016.  On the same day, it
requested
and was granted a general injunction and the preservation of
disposition of the Company's assets.  The Korean Court's decision
to commence the rehabilitation was made on Sept. 1, 2016.  Tai-Soo
Suk was appointed as the Debtor's custodian.

The Chapter 15 case is pending in the U.S. Bankruptcy Court for
the
District of New Jersey (Bankr. D.N.J. Case No. 16-27041) before
Judge John K. Sherwood.

Cole Schotz P.C. serves as counsel to Tai-Soo Suk, the Chapter 15
petitioner and the duly appointed foreign representative of Hanjin
Shipping.


HOANA MEDICAL: Jan. 9 Plan Confirmation Hearing
-----------------------------------------------
Judge Robert J. Faris of the U.S. Bankruptcy Court for the District
of Hawaii approved Hoana Medical, Inc.'s Second Amended Disclosure
Statement explaining its plan of reorganization, dated Dec. 1,
2016.

Jan. 3, 2017 is fixed as the last day for returning Ballots and the
filing of written acceptances or rejections of the Plan of
Reorganization and the filing of objections to confirmation of the
Plan.

Jan. 9, 2017 at 2:00 P.M. is fixed for the hearing on confirmation
of the Plan of Reorganization.

                       About Hoana Medical

Hoana Medical Inc., a medical device company, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Hawaii Case No.
15-01493) on December 8, 2015.  The petition was signed by Edward
Chen, president and COO.

The case is assigned to Judge Marvin Isgur.

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


III TOMATO: Disclosures Conditionally OK'd; Plan Hearing on Jan. 5
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
has conditionally approved III Tomato, Inc.'s disclosure statement
dated Nov. 21, 2016, referring to the Debtor's plan of
reorganization.

The final hearing on the Disclosure Statement and plan confirmation
is scheduled for Jan. 5, 2017, at 10 a.m.

Objections to the Disclosure Statement and plan confirmation must
be filed by Dec. 27, 2016.

On or before Dec. 27, 2016, all ballots accepting or rejecting the
Plan will be served on the attorney for the plan proponent.  

Counsel for the plan proponent will file a summary of the balloting
no later than Dec. 29, 2016.  

As reported by the Troubled Company Reporter, the Debtor's Nov. 21,
2016, disclosure statement provides that the claim of Pennsylvania
Department of Revenue -- totaling $5,842.28 -- will be paid from
the proceeds of the sale of its assets.

III Tomato, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Pa. Case No. 15-22714) on July 29, 2015, estimating
its assets at between $50,001 and $100,000 and its liabilities at
between $100,001 and $500,000.

Robert O. Lampl, Esq., at the Law Offices Of Robert O Lampl serves
as the Debtor's bankruptcy counsel.


ILIANA NEUROSPINE: Wants to Use FDIC Cash Collateral
----------------------------------------------------
Iliana Neurospine Institute, LLC, asks the U.S. Bankruptcy Court
for the Northern District of Indiana for authorization to use cash
collateral.

The Debtor is the entity through which Ronald Michael, M.D., its
sole member, provides healthcare services, resulting in the
creation of accounts receivable that funds its business operations.


The Federal Deposit Insurance Corporation obtained a default
judgment against the Debtor and Illinois Neurospine Institute,
P.C., for $3,704,573 plus $16,636 in fees and court costs.

The Debtor relates that it has an immediate need for the use of
cash collateral for the purpose of meeting necessary expenses
incurred in the ordinary course of its business, including payroll.
The Debtor further relates that without the use of cash collateral
on a limited basis, the Debtor will not be able to pay its
employees and other direct operating expenses, or to care for those
in immediate need of its services.

The Debtor's proposed Budget provides for total expenses in the
amount of $123,000 for December 2016, $117,000 for January 2016,
and $111,000 for February 2017.

The Debtor proposes to grant the FDIC:

     (1) a first priority lien on and security interest in the
Debtor's operating account;  

     (2) an allowed claim for the amount of any diminution in the
value of any perfected interest it may have in the prepetition
collateral, having priority over any and all administrative
expenses; and

     (3) enforceable and perfected security interests in and liens
on the post-petition collateral, to the extent of any diminution in
the value of their perfected interest in any prepetition
collateral.

A full-text copy of the Debtor's Motion, dated Dec. 12, 2016, is
available at
http://bankrupt.com/misc/IlianaNeurospine2016_1623444jpk_15.pdf

A full-text copy of the proposed Budget, dated Dec. 12, 2016, is
available at
http://bankrupt.com/misc/IlianaNeurospine2016_1623444jpk_15_1.pdf

              About Iliana Neurospine, LLC

Iliana Neurospine Institute, LLC dba Illinois Neurospine Institute
fdba successor by merger to Illinois Neurospine Institute, LLC
filed a chapter 11 petition (Bankr. N.D. Ind. Case No. 16-23444) on
Dec. 8, 2016.  The petition was signed by Ronald Michael, M.D.,
managing member.  The Debtor is represented by Gordon E. Gouveia,
Esq., at Gordon E. Gouveia, LLC.  The case is assigned to Judge
Philip J. Klingeberger.  The Debtor estimated assets and
liabilities at $1 million to $10 million at the time of the
filing.

Illinois Neurospine Institute, P.C., was an Illinois professional
corporation.  On or about July 22, 2014, the assets of Illinois
Neurospine Institute were merged into Iliana Neurospine Institute,
LLC, which is the surviving entity.

Prior to the merger, Ronald Michael, M.D. Was the president and
employee of Illinois Neurospine Institute, and owned 100% of its
outstanding shares.  The Debtor owns 100% of the membership
interest of Iliana Neurospine Institute.

The Debtor is the entity through which Dr. Michael provides
healthcare services, resulting in the creation of accounts
receivable that fund its business operations.  It is also the
primary source of the Debtor's income.

Dr. Michael is a board certified specialist in neurological
surgery.  He earned A.B. and S.M. degrees from the University of
Chicago in Biological Sciences and Biochemistry, respectively in
1981 and 1984.  Dr. Michael graduated from the University of
Illinois, Chicago College of Medicine in 1986 and completed
residency in neurological surgery at Northwestern Univesity in
1993.  Dr. Michael has been practicing medicine for approximately
30 years including seven years of residency training.  The bulk of
Dr. Michael's work invovles spine surgery.  He treats patients
suffering from a variety of debilitating ailments, including
degenerative and traumatic disc disease.  Dr. Michael helps his
patients manage their pain and improve their overall life.


ILLINOIS POWER: Moody's to Withdraw Ca CFR on Bankr. Filing
-----------------------------------------------------------
Moody's Investors Service downgraded Illinois Power Generating
Company's (Genco) Probability of Default Rating to D-PD from Ca-PD.
The downgrade was prompted by Genco's Dec 9, 2016 announcement that
it had initiated Chapter 11 bankruptcy proceedings. The outlook was
changed to stable from negative.

RATINGS RATIONALE

Subsequent to the rating actions, Moody's will withdraw the ratings
due to Genco's bankruptcy filing.

The following ratings were downgraded and will be withdrawn:

   -- Probability of Default Rating to D-PD from Ca-PD

The following ratings were affirmed and will be withdrawn:

   -- Corporate Family Rating at Ca

   -- Speculative Grade Liquidity Rating at SGL-4

   -- $825 Million Senior Unsecured notes due 2018, 2020 and 2032
      at Ca (LGD4)

The outlook has been changed to stable from negative.

GenCo is a ring-fenced wholly-owned subsidiary of Illinois Power
Holdings (IPH unrated), itself a ring-fenced, non-recourse 100%
subsidiary of Dynegy Inc (B2 stable). GenCo owns three power
generation facilities totaling 3,168 MW located within the state of
Illinois, which is a part of the Midcontinent Independent System
Operator (MISO).

Genco's bankruptcy filing followed the successful solicitation of
acceptances for a prepackaged plan of reorganization for Genco
pursuant to an Offering Memorandum and Disclosure Statement, dated
November 7, 2016 with respect to (1) an out-of-court exchange offer
relating to Genco's outstanding $825 million in existing 2018, 2020
and 2032 Genco notes and (2) the concurrent solicitation of votes
in favor of the Plan.

The Exchange Offer was terminated because the requisite
participation threshold of 97% of the outstanding principal amount
of Genco Notes was not satisfied, but Genco received votes
approving the Plan from approximately 97% in amount and 83% in
number out of the holders of Genco Notes who voted on the Plan

Key terms of the proposed restructuring include:

$825 million in existing 2018, 2020 and 2032 Genco notes to be
exchanged for:

   -- $210 million in new 7-year Dynegy Inc. unsecured notes with
      terms and covenants consistent with existing Dynegy Inc.
      unsecured bonds. Pricing on the new notes intended to be
      consistent with the yield on Dynegy's 2023 unsecured bond at

      the time of issuance

   -- $139 million cash consideration, including the $9 million
      restructuring support agreement (RSA) payment outlined
      below, funded with existing Illinois Power Holdings cash
      balances and collateral synergies

   -- 10 million Dynegy Inc. warrants with a 7-year tenor and
      strike price of $35 per share

The principal methodology used in these ratings was Unregulated
Utilities and Unregulated Power Companies published in October
2014.


INNOVATIVE CONSTRUCTION: Hearing on Plan Outline Set for Jan. 3
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
will continue the hearing on the approval of Innovative
Construction Inc.'s disclosure statement on Jan. 3.

The hearing will be held at 10:00 a.m., at the U.S. Steel Tower,
Courtroom D, 54th Floor, 600 Grant Street, Pittsburgh,
Pennsylvania.

               About Innovative Construction

Innovative Construction, Inc., leases real property to Caravan II,
LLC, which operates a hotel and restaurant. It also owns sand and
gravel deposits.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. W.D.
Pa. Case No. 16-20088) on Jan. 12, 2016. The petition was signed by
Linda Menichino, president.

The Debtor is represented by Robert O. Lampl, Esq. The case is
assigned to Judge Jeffery A. Deller.

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


J. CREW: S&P Lowers CCR to 'CCC-' on Distressed Debt Buyback
------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on the New
York-based specialty retailer J. Crew Group 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 'C' 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
high end of the 30% to 50% range.  S&P's '6' recovery rating on the
unsecured notes reflects its expectation for negligible (0% to 10%)
recovery in the event of default.

"The downgrade reflects our view that the company's suppressed debt
trading prices could culminate in a distressed debt buyback or debt
exchange," said credit analyst Helena Song.  "We believe the
existing capital structure of this entity is unsustainable and that
the company will likely pursue options to address its capital
structure, including using cash or notes to undertake a distressed
buyback or exchange in the next six months."

The outlook is negative.  S&P believes there is an increasing
likelihood that the company will pursue a distressed buyback or
exchange within the next six months to address its unsustainable
capital structure.

S&P could lower the ratings, including the corporate credit rating,
to 'CC' if the company publicly announces a restructuring or
distressed debt exchange or buyback.  S&P could also lower the
corporate credit rating to 'SD' if a restructuring or distressed
debt exchange occurs without a pre-announcement.

S&P could raise the ratings if the company meaningfully strengthens
performance and S&P's view of its standing in credit market
improves.  S&P would also need to believe that the prospects for a
distressed exchange were unlikely.


JAVAN PAUL SMITH: Unsecureds To Be Fully Paid Over 60 Months
------------------------------------------------------------
Javan Paul Smith filed with the U.S. Bankruptcy Court for the
Western District of Texas an amended disclosure statement
describing his first amended plan of reorganization, dated Dec 2,
2016, which proposes to give general unsecured creditors a
distribution of 100% of their allowed claims.

Class 9, secured claim of Steven Fuchs, is impaired. The creditor
will be paid in full upon the receipt of funds from the cost, fees
and expenses order without interest.

Class 10, secured claim of Volkswagen Credit, Inc, is impaired.
With an allowed secured amount of $36,800, Volkswagen will be paid
$720 monthly with an interest rate of 6.5% for a 60-month period.

Class 11, secured claim of Wells Fargo Home Mortgage Inc, is
impaired. Creditor will be paid $70,500 with an interest rate of
2.9% over a period of 15 years.

Class 12, general unsecured class, is impaired. This class will be
paid in full over 60 months with no interest in equal monthly
installments beginning 30 days after confirmation of the plan.

Payments and distributions under the Plan will be funded by VA and
Social Security Income and working for UBER and Lyft and GetMe.
The Debtor has, on hand as of the date of the disclosure statement,
$1,103.  The Debtor will also be liquidating the assets in Aurora
Phoenix Enterprises, which could result in about $50,000 to
$80,000.  The Debtor also expects to recover under an Order of
cost, fees and expenses of $2-8 million relating to the
disappearance of his son.

A full-text copy of the Amended Disclosure Statement is available
at:

       http://bankrupt.com/misc/txwb16-51205-51.pdf

                    Jan. 17 Plan Hearing

Judge Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas approved the Debtor's first amended
disclosure statement and his first amended plan of reorganization.

The confirmation hearing on the Plan is set for Jan 17, 2017 at
10:30 A.M.

The deadline for filing ballots and objections to the confirmation
is set for the close business on Jan 6, 2017.

Javan Paul Smith is an individual who is 100% service connected
totally permanently disabled veteran.  He receives VA benefits
and
social security benefits.  The Debtor is able to work part time
and
in the past has driven a car for Uber, Lyft and Getme.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. W.D.
Tex. Case No. 16-51205) on May 31, 2016.  J. Todd Malaise, Esq.,
serves as the Debtor's bankruptcy counsel.


JEFFREY GUTZWILLER: Disclosure Statement Hearing Set for Jan. 12
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey is set to
hold a hearing on Jan. 12, at 2:00 p.m., to consider approval of
the disclosure statement explaining the Chapter 11 plan of Jeffrey
Gutzwiller.

The hearing will take place at the U.S. Bankruptcy Court, Courtroom
2, 402 East State Street, Trenton, New Jersey.  Objections must be
filed no later than 14 days prior to the hearing.

Jeffrey R Gutzwiller filed a Chapter 11 petition (Bankr. D.N.J.
Case No. 15-26602) on September 1, 2015.  The case is assigned to
Judge Kathryn C. Ferguson.


JOHN SHARPE: Unsecureds To Be Pro-rata Over 5 Years
---------------------------------------------------
John Gatewood Sharpe and Shawna McClain Sharpe filed with the U.S.
Bankruptcy Court for the Eastern District of Kentucky a disclosure
statement for their plan of reorganization and partial liquidation,
which propose that the Debtors will devote their five-year
projected disposable income to pay Allowed Unsecured Claims, after
payment of Allowed Administrative Claims and Allowed Priority
Claims.

Class A-1, Allowed Secured Claim of Central Bank & Trust Co.,
impaired under the Plan, consists of the Allowed Secured Claim of
Central Bank secured by a first mortgage on Craig's Lane, Lewis and
Cane Run farm property in Georgetown, Kentucky.  The Class A-1
Claim will be allowed as secured in the prepetition amount of
$804,360.36, and will be paid in annual installment payments at
4.25% interest amortized over thirty years with payments commencing
Nov. 1, 2017, and due November 1st of each subsequent year.  The
Class A-1 Claimant will also receive payments upon liquidation of
its collateral in accordance with the sale procedures in the Plan.
After receipt of any sale proceeds, the annual payments will be
recalculated according to the new loan balance if any sums are
still due.  The Class A-1 Claimant will retain its lien securing
the Class A-1 Claim until paid pursuant to the terms hereof.

Class B, Allowed Unsecured Claims, impaired under the Plan,
consists of the Allowed Unsecured Claims against the Debtors other
than Secured Claims, unclassified Claims, and Priority Claims.
Each holder of an Allowed Claim in Class B will receive its
distribution equal to its pro rata share of funds remaining from
the Debtors' projected disposable income for the five-year period
following the Confirmation Date, after satisfaction of any Allowed
Administrative and Allowed Priority Claims.  Such distributions
will be paid on an annual basis, on or before November 30th of each
successive year. The Debtors may also elect to, but are not
obligated to, provide Unsecured Creditors with a prepayment option
in the event financing becomes available.  The Debtors' total
projected disposable income is approximately $137,352. The current
estimated total amount of Class B Claims is $191,280.

The Debtors will continue to operate post Confirmation as
Reorganized Debtors in the ordinary course of business, and they
expect to receive ongoing income from their farm operations,
property sales/leasing and salary.  The Debtors will commit all
disposable income to the Plan unless an early payout option of
projected disposable income is chosen.  The Plan will be funded
from income from the post Confirmation farm operations, sales, and
salary of the Reorganized Debtors in the ordinary course of
business.

A full-text copy of the Disclosure Statement is available at:

           http://bankrupt.com/misc/kyeb16-51524-61.pdf

Counsel for the Debtors:

     Jamie L. Harris, Esq.
     DELCOTTO LAW GROUP PLLC
     200 North Upper Street
     Lexington, KY 40507
     Telephone: (859) 231-5800
     Facsimile: (859) 281-1179
     E-mail: jharris@dlgfirm.com

John Gatewood Sharpe and Shawna McClain Sharpe sought Chapter 11
protection (Bankr. E.D. Ky. Case No. 16-51524) on  Aug. 4, 2016.
The Debtors tapped Jamie L. Harris, Esq., at DelCotto Law Group
PLLS as counsel.


JOSEPH D. ROMANIELLO: Wells Fargo To Receive Full Payment
---------------------------------------------------------
Joseph D. Romaniello filed with the U.S. Bankruptcy Court for the
District of Connecticut a fourth amended disclosure statement
together with his proposed fourth amended plan of reorganization, a
copy of which is available at
http://bankrupt.com/misc/ctb14-51862-221.pdf

Class 1 - Secured Claim - consists of Wells Fargo, N.A., which has
a fully secured mortgage on 457 Pepper Ridge Road, in Stamford,
Connecticut in the approximate amount of $164,000, as of July 1,
2016.

The Debtor will continue to pay the allowed fully secured creditor
in full in accordance with its note and mortgage and the terms
therein.  To the extent that the lender is already escrowing for
taxes and insurance and the Debtor has paid the same with the
monthly mortgage payments, this will continue under the Plan,
otherwise taxes and insurance will be paid as they become due.  The
secured creditor will retain its lien. This claim is current. Upon
default of the loan terms and or upon confirmation, whichever
occurs first, the automatic stay under section 362 of Code will no
be applicable so that lender may proceed with its default rights
against Debtor without further order of this Court. Class 1 is
unimpaired.

Class 5 - General Unsecured Claims - consists of general unsecured
claims in the total amount of $20,802.72 (Rocky Genovese - $20,000,
CL&P - $373.76 and Yankee Gas - $428.96).

The Debtor will pay all allowed unsecured claims in full within 60
days of the Effective Date of Confirmation. The creditors shall
receive interest at the United States District Court judgment rate
which is fixed on the Effective Date.

The payments required under the Plan will be made from the Debtor's
income, cash on hand and with respect to Lafayette Street, the
leasing of the property to an unrelated third party for one-third
of the space, and from the Debtor's related corporations, which
proceeds will be enough generated by the Debtor to make the
payments in accordance with the treatment of each of the secured
creditors.

                   About Joseph D. Romaniello

Joseph D. Romaniello is involved in the auto industry as a towing
and auto body repair shop - two distinct businesses, one East
Coast
Towing and the other Lafayette Auto Group.  Joseph D. Romaniello
filed a chapter 11 petition (Bankr. D. Conn. Case No. 14-51862) on
Dec. 9, 2014.


KDA GROUP: YellowPages Object to Disclosure Statement
-----------------------------------------------------
YellowPages.com, LLC and YP Advertising & Publishing, LLC filed
with the U.S. Bankruptcy Court for Western District of Pennsylvania
an objection to KDA Group, Inc.'s disclosure statement to accompany
its liquidating plan, dated Oct. 17, 2016.

The Creditors object for the following reasons: (i) the Debtor
failed to file monthly operating reports; and (ii) the Disclosure
Statement fails to (a) adequately describe assets and liabilities;
(b) disclose feasibility and best interests test, and
post-confirmation officers and directors; and (c) to address the
possibility that distributions will be made to certain holders of
secured claims, such as YP.

According to the Creditors, Section (I)(8) of the Disclosure
Statement indicates the Debtor is not current on filing monthly
operating reports but provides no explanation.  The Debtor has not
filed a monthly operating report since July, 2016, for the month of
June 2016, the Creditors tell the Court.

Section (III) lists various categories of assets, several of which
reference an attached schedule.  No schedules were attached to the
Disclosure Statement, the Creditors say.  No disclosure is provided
regarding preferences or fraudulent transfers, or any investigation
into potential director or officer liability, the Creditors point
out.

The Disclosure Statement fails to show how the Plan is feasible in
light of unpaid administrative post-petition rent and professional
fees, the Creditors complain.  The Debtor currently lacks cash to
pay administrative claims in full on the effective date, the
Creditors add.

Though the Disclosure Statement mentions that "YP has alleged that
they have a secured claim in the Debtor's accounts receivable," the
Debtor makes no effort to justify its position that it "does not
believe" the claim is secured, the Creditors complain.
Furthermore, the Creditors say the Debtor has not created a class
of claims to show the potential impact that YP's secured status
would have on distributions to other creditors.

For these reasons, the Creditors ask the Court to deny the
Disclosure Statement or, in the alternative, and require the Debtor
to amend the Disclosure Statement; and provide sufficient time for
creditors to review the newly revised disclosure statement prior to
the hearing to approve the same, so as to address the issues and
concerns raised in the Objection.

Counsel for the Creditors:

     Kirk B. Burkley, Esq.
     BERNSTEIN-BURKLEY, P.C.
     Daniel R. Schimizzi, Esq.
     707 Grant St., Ste. 2200, Gulf Tower
     Pittsburgh, PA 15219
     Telephone: (412)456-8121
     Facsimile: (412)456-8135
     E-mail: kburkley@bernsteinlaw.com
     dschimizzi@bernsteinlaw.com

        -- and --

     Paul M. Rosenblatt, Esq.
     Lindsey D. Simon, Esq.
     KILPATRICK TOWNSEND & STOCKTON LLP
     1100 Peachtree Street NE, Suite 2800
     Atlanta, GA 30309-4528
     Telephone: (404) 815-6321
     Facsimile: (404) 541-3373
     E-mail: prosenblatt@kilpatricktownsend.com
             lsimon@kilpatricktownsend.com

                     About KDA Group

Headquartered in Pittsburgh, Pennsylvania, KDA Group, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No.
16-21821) on May 12, 2016, estimating its assets at between
$100,000 and $500,000 and liabilities at between $10 million and
$50 million.  The petition was signed by Nicholas D. E. Barran,
authorized representative.

Judge Gregory L. Taddonio presides over the case.

Donald R. Calaiaro, Esq., at Calaiaro Valencik serves as the
Debtor's bankruptcy counsel.

The Troubled Company Reporter, on July 1, 2016, reported that 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 KDA Group, Inc.


KING & WOOD MALLESONS: Dentons Drops from Merger Talks
------------------------------------------------------
Suevon Lee, writing for Bankruptcy Law360, reported that Dentons
has withdrawn from discussions to take over King & Wood Mallesons'
troubled European arm, leaving only a handful of parties left to
snatch up all or part of the business, a source close to Dentons
said, confirming media reports.  Though the firm was once in
contention to acquire a large portion of KWM Europe, the British
legal magazine LegalWeek said the firm was no longer pursuing that
avenue as of last week.  A source close to Dentons independently
confirmed to Law360 that the report.

In a separate report, Mr. Lee said that a day after Dentons pulled
out of the hunt for King & Wood Mallesons' Europe and Middle East
arms, Reed Smith LLP is trying to snap up partners looking for a
new home, the firm confirmed to Law360.

"I can confirm that discussions are at an early stage," Reed
Smith's Europe & Middle East managing partner Tamara Box said in a
statement, the report said.

                   About King & Wood Mallesons

King & Wood Mallesons is a multinational law firm headquartered in
Hong Kong.

With more than 2,200 lawyers and $1 billion in revenue, King & Wood
Mallesons is a product of two large scale mergers: in 2012,
China’s King & Wood PRC Lawyers merged with Mallesons Stephen
Jaques of Australia, and then what became King & Wood Mallesons
merged with SJ Berwin of the United Kingdom in 2013.

KWM is the first and only global law firm based in Asia and is the
largest law firm headquartered outside of the United States or
European Union.  It is the 6th largest firm in the world by number
of lawyers and one of the top thirty by revenue.

The firm's Chinese, Australian and UK divisions each maintains
separate finance units but operates under a single brand name.

                       European Arm's Woes

KWM's European and Middle East (EUME) operation as of November 2016
had 130 partners and more than 500 lawyers altogether.  Its offices
in Europe and the Middle East are London, Cambridge, Madrid,
Brussels, Luxembourg, Milan, Paris, Frankfurt, Munich, Dubai and
Riyadh.  In 2015, the division accounted for 27 percent of the
firm’s global revenue.

The Australian, Chinese, Hong Kong portions of KWM are financially
separate and have different management from the European
operations.

KWM Europe faced cash flow issues because of a slowdown in business
and partner defections.  In 2016, it was unable to make timely
payments to partners.

The firm subsequently announced a plan to inject $18 million of
capital by raising it from partners.  But the recapitalization plan
failed due to a number of partner departures.  Among those who
jumped ship are managing partner Rob Day and its head of
investments practices Michael Halford, left.

On Nov. 10, 2016, the firm announced that KWM global managing
partner Stuart Fuller would step down and that a process was
underway to select a new leader.

On Nov. 16, 2016, KWM announced a proposed bail-out, under which
the Chinese division agreed to infuse GBP14 million of additional
capital to KWM Europe, provided that 60% of partners agree to a 12
month "lock-in" and provide some additional capital.  However,
insufficient partners committed to the deal.

By the end of November 2016, KWM announced that it was considering

a range of strategic options, including a merger of the European
division.

In early December 2016, reports say that KWM Europe was in
negotiations to enter pre-packaged administration proceedings in
the UK.

KWM Europe announced on Dec. 9, 2016, that it has received "a
number of indicative purchase offers."


KRATON CORP: Re-Priced Term Loan No Impact on Moody's B1 CFR
------------------------------------------------------------
Moody's Investors Service says that Kraton Corporation's (B1
stable) successfully re-priced term loan is a modest credit
positive, since it will lower annual interest expense, but it does
not result in any changes to the company's existing B1 Corporate
Family rating (CFR), Ba3 term loan rating, B3 senior unsecured
notes rating, or stable outlook.

Kraton Corporation, headquartered in Houston, Texas, is a major
global producer of styrenic block copolymers (SBCs), which are
synthetic elastomers used in industrial and consumer applications.
In early 2016, through its acquisition of Arizona Chemical Holdings
Corporation, Kraton added capabilities in the production and sales
of pine based specialty chemicals. The company generated revenues
of roughly $1.6 billion for the LTM period ending September 30,
2016.


LAVA ENTERPRISES: Disclosures Okayed, Plan Hearing on Jan. 11
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia will
consider approval of the Chapter 11 plan of Lava Enterprises Inc.
at a hearing on Jan. 11, at 11:30 a.m.

The hearing will be held at the U.S. Bankruptcy Court, 700 Main
Street, 3rd Floor Courtroom, Danville, Virginia.

The court will also consider at the hearing the final approval of
Lava Enterprises' disclosure statement, which it conditionally
approved on Nov. 29.

The order set a Jan. 6 deadline for creditors to cast their votes
and file their objections.

                     About Lava Enterprises

Lava Enterprises, Inc. filed a Chapter 11 petition (Bankr. W.D. Va.
Case No. 16-61478), on July 22, 2016. The petition was signed by
Larry H. Williams, president. The Debtor is represented by
Stephen E. Dunn, Esq. of Stephen E. Dunn, PLLC. The Debtor
estimated assets at $100,001 to $500,000 and liabilities at
$500,001 to $1 million at the time of the filing.


LEADER INDUSTRIES: Hires Alexander Thompson Arnold as Accountants
-----------------------------------------------------------------
Leader Industries, Inc., seeks authorization from the U.S.
Bankruptcy Court for the Middle District of Tennessee to employ
Alexander Thompson Arnold PLLC as accountants for Debtor.

The Debtor requires the post-petition services of an accountant to
provide services necessary for the Debtor's continued operations.
In order to continue operating, fulfill the reporting requirements
of Chapter 11, and satisfy the demands for accurate financial
information necessary for the Debtor, creditors and other parties
in interest to evaluate the Debtor's future viability, it is
necessary for the Debtor to employ accounting professionals.

The Debtor wishes to retain ATA during the pendency of this case
for accounting work and assistance with monthly operating reports.


The Debtor will compensate ATA for accounting work at a fee of $450
per month. ATA shall also invoice the Debtor for work performed for
tax purposes at  $125 to $250 per hour.

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

Larry Sacks, CPA, PFS, principal at Alexander Thompson Arnold PLLC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.

ATA may be reached at:

       Larry Sacks, CPA, PFS
       Alexander Thompson Arnold PLLC
       905 Harpeth Valley Place
       Nashville, TN 37221
       Phone: 615.662.2727
       Fax: 615.646.3291

              About Leader Industries, Inc.

Leader Industries, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. M.D.Tenn. Case No. 16-08337) on November 21, 2016. Elliot
Warner Jones, Esq., at Emerge Law PLC serves as bankruptcy
counsel.

The Debtor's assets and liabilities are both below $1 million.


LEADER INDUSTRIES: Hires Emerge Law as Counsel
----------------------------------------------
Leader Industries, Inc., seeks authorization from the U.S.
Bankruptcy Court for the Middle District of Tennessee to retain
Emerge Law PLC as counsel for Debtor.

The Debtor requires the Firm to:

      a. render legal advice with respect to the rights, powers and
duties of the Debtor in the management of its property;

      b. investigate and, if necessary, institute legal action on
behalf of the Debtor to collect and recover assets of the estate of
the Debtor;

      c. prepare all necessary pleadings, orders and reports with
respect to this proceeding and to render all other legal services
as may be necessary or proper herein;

      d. assist and counsel the Debtor in the preparation,
presentation and confirmation of its disclosure statement and plan
of reorganization;

      e. represent the Debtor in any forum as may be necessary to
protect the interests of the Debtor; and

      f. perform all legal services that may be necessary and
appropriate in the general administration of this estate.

The Firm will charge for all expenses actually incurred on behalf
of the Debtor, consistent with its normal practices and as may be
approved by the Court as reasonable and necessary.

The Firm has received a total of $12,000.00 as a retainer for the
Firm's representation of the Debtor (the "Retainer"). Of that
amount, $1,717.00 was applied toward the Chapter 11 filing fee.

Warner Jones, Esq., member of the firm Emerge Law PLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

The Firm may be reached at:

       Elliot Warner Jones, Esq.
       Elliott W. Jones, Esq.
       Emerge Law PLC
       2021 Richard Jones Road, Suite 240
       Nashville, TN 37215
       Phone: (615) 852-5550
       Fax: (615) 577-8325
       E-mail: elliott@emergelaw.net
               warner@emergelaw.net
     
              About Leader Industries, Inc.

Leader Industries, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. M.D.Tenn. Case No. 16-08337) on November 21, 2016. Elliot
Warner Jones, Esq., at Emerge Law PLC serves as bankruptcy
counsel.

The Debtor's assets and liabilities are both below $1 million.



LEVITT HOMES: Disclosures OK'd; Plan Confirmation Hearing on Feb. 7
-------------------------------------------------------------------
The Hon. Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court
for the District of Puerto Rico has approved Levitt Homes
Corporation's disclosure statement filed on No. 21, 2016, referring
to the Debtor's plan of reorganization filed on Nov. 21, 2016.

A hearing for the consideration of confirmation of the Plan will be
held on Feb. 7, 2017, at 10:00 a.m.

Any objection to confirmation of the Plan will be filed on or
before 21 days prior to the date of the hearing on confirmation of
the Plan.

Acceptances or rejections of the Plan may be filed in writing by
the holders of all claims on or before 14 days prior to the date of
the hearing on confirmation of the Plan.

Objections to claims must be filed 45 days prior to the hearing on
confirmation.

The Debtor will file with the Court a statement setting forth
compliance with each requirement in Section 1129, the list of
acceptances and rejections and the computation of the same, within
seven working days before the hearing on confirmation.

As reported by the Troubled Company Reporter, the Debtor filed with
the Court a disclosure statement referring to the Debtor's plan of
reorganization, which states that Class 3 Allowed General Unsecured
Claims of Insiders and Debtor's Affiliates are impaired under the
Plan.  Holders of Allowed General Unsecured Claims of Debtor's
Affiliates and Insiders for $3,610,890.84, resulting from advances
to the Debtor, loans to the Debtor, and unpaid salaries, will be
paid from the sale of the Debtor's remaining assets, on a pro rata
basis.   

Headquartered in San Juan, developer and builder Puerto Rico,
Levitt Homes Corporation filed for Chapter 11 bankruptcy protection
(Bankr. D. P.R. Case No. 15-03368) on May 4, 2015, listing $4.5
million in total assets and $4.6 million in total liabilities.  The
petition was signed by Jose Manuel Rodriquez, CPA, vice-president.

Judge Enrique S. Lamoutte Inclan presides over the case.

Charles Alfred Cuprill, Esq., at Charles A Cuprill, PSC Law Office
serves as the Debtor's bankruptcy counsel.


LIFE CHANGE: Shelby Trustee To Be Fully Paid at 5.25% in 5 Years
----------------------------------------------------------------
Life Change "N" Ministries filed with the U.S. Bankruptcy Court for
the Western District of Tennessee a disclosure statement referring
to the Debtor's plan of reorganization.

Class 4 - Pre-petition Unsecured Priority Claim of The Shelby
County Trustee will be paid in full at 5.25% interest and a monthly
payment of $172.34.  The Shelby County Trustee is owed $10,339.79
in delinquent property taxes.

Class 5 - Pre-Petition Priority Claims of The City of Memphis will
be paid in full at 12% interest and a monthly payment of $46.  The
City of Memphis is owed the sum of $1552.34 for delinquent property
taxes.  

Funds needed to make cash payments on the effective date on account
of allowed administrative claims, under the Plan, will come from
the gross assets and income of the Debtor.

The Disclosure Statement is available at:

          http://bankrupt.com/misc/tnwb16-28056-26.pdf

As reported by the Troubled Company Reporter on Oct. 21, 2016, the
Debtor filed with the Court a plan of reorganization and disclosure
statement, which proposed that the Class 2 - Prepetition Secured
Claim of MJ Edwards Trust will be fully secured at 5% interest and
a monthly payment of $277, and that the Class 3 - Per-Petition
Secured Claim of SBA will be fully secured at 3.25% interest and a
monthly payment of $119.

                About Life Change "N" Ministries

Life Change "N" Ministries operates as an urban ministry at 2453
Park Avenue, Memphis, Tennessee.  Its business consists of
providing religious, spiritual and counseling services to residents
of the Orange Mound community of Shelby County, Tennessee.

Life Change "N" Ministries sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W. D. Tenn. Case No. 16-28056) on Sept.
2, 2016, and is represented by John E. Dunlap, Esq., at The Law
Offices of John E. Dunlap, P.C.

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

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 of Life Change "N" Ministries.


LIGHTHOUSE HISTORICAL: Feb. 8 Plan Confirmation Hearing
-------------------------------------------------------
The Hon. Mildred Caban Flores of the U.S. Bankruptcy Court for the
District of Puerto Rico has conditionally approved Lighthouse
Historical Foundation Inc.'s disclosure statement filed on July 26,
2016, and supplemented on Nov. 30, 2016.

A hearing for the consideration of the final approval of the
Disclosure Statement and the confirmation of the plan of
reorganization will be held on Feb. 8, 2017, at 9:00 a.m.

Any objection to the final approval of the Disclosure Statement and
confirmation of the Plan must be filed on or before 14 days prior
to the date of the hearing on confirmation of the Plan.

Acceptances or rejections of the Plan may be filed in writing by
the holders of all claims on or before 14 days prior to the date of
the hearing on confirmation of the Plan.

The Debtor will file with the Court a statement setting forth
compliance with each requirement in U.S.C. Section 1129, the list
of acceptances and rejections and the computation of the same,
within seven working days before the hearing on confirmation.

As reported by the Troubled Company Reporter on Aug. 11, 2016, the
Debtor filed the Plan, which proposes that general unsecured
creditors receive cash payments, which Lighthouse has valued at 30%
of their allowed claims.  The plan divides claims into three
classes, which will be paid in cash over five years.

Lighthouse Historical Foundation Inc. is a non-profit organization
engaged in the protection and maintenance of the Arecibo
Lighthouse.  The Debtor operates a maritime history museum, small
zoo and aquarium, water park, souvenir shop and cafeteria at the
site.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.P.R. Case No. 15-10029) on Dec. 18, 2015.

Jose Ramon Cintron, Esq., serves as the Debtor's bankruptcy
counsel.


LIMITLESS MOBILE: Hires Dilworth Paxson LLP as Counsel
------------------------------------------------------
Limitless Mobile, LLC seeks authorization from the U.S. Bankruptcy
Court for the District of Delaware to employ Dilworth Paxson LLP as
counsel.

The Debtor requires Dilworth to:

      a. counsel the Debtor with respect to its powers and duties
as debtor-in- possession;

      b. prepare on behalf of the Debtor or assist the Debtor in
preparing all necessary pleadings, motions, applications,
complaints, answers, responses, orders, United States Trustee
reports, and other legal papers;

      c. represent the Debtor in any matter involving negotiations
or disputes with secured or unsecured creditors, including the
claims reconciliation process;

      d. represent the Debtor in negotiating, preparing and
implementing a plan of reorganization; and

      e. perform all other legal services for the Debtor which may
be necessary in order to bring this bankruptcy case to a successful
resolution, other than those requiring specialized expertise for
which special counsel, if necessary, may be employed.

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

      Lawrence McMichael, Partner              $895
      Martin J. Weis, Partner                  $560
      Jesse Silverman, Partner                 $410
      Catherine Pappas, Partner                $375
      Erik L. Coccia, Associate                $300
      Miriam Luna Dolan, Paralegal             $170
      Christine Chapman-Tomlin, Paralegal      $180

Dilworth received a total of $111,000 from the Debtor within the 90
days prior to the Petition Date.

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

Lawrence McMichael, Esq., partner in the law firm of Dilworth
Paxson LLP , assured the Court that the firm does not represent any
interest adverse to the Debtor and its estates.

Dilworth may be reached at:

     Lawrence McMichael, Esq.
     Dilworth Paxson LLP
     One Customs House
     704 King Street, Suite 500
     Wilmington, DE 19801
     Tel: (302) 571-9800
     Fax: (302) 571-8875
     E-mail: lmcmichael@dilworthlaw.com

                About Limitless Mobile, LLC

Limitless Mobile, LLC filed a Chapter 11 bankruptcy petition
(Bankr. D.DE. Case No. 16-12685) on December 2, 2016. Dilworth
Paxson, LLP represents the Debtor as counsel.

In its petition, the Debtor estimated $10 million to $50,000
million in assets and $50 million to $100 million in liabilities.
The petition was signed by Amir Rajwany, chief operating officer.


LINN ENERGY: Jan. 24 Hearing on LINN Debtors' Reorganization Plan
-----------------------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas, on December 13, 2016, approved the disclosure
statement for the amended joint Chapter 11 plan of reorganization
of Linn Energy, LLC, and its debtor affiliates other than Linn
Acquisition Company, LLC, and Berry Petroleum Company, LLC,

The following dates are established with respect to the
solicitation of votes and confirmation of the Plan:

   Voting Record Date                      December 2
   Solicitation Mailing Deadline           December 19
   Publication Deadline                    December 20
   Voting Deadline                         January 12
   Plan Objection Deadline                 January 17
   Plan Objection Response Deadline        January 20
   Deadline to File Voting Report          January 20
   Deadline to File Confirmation Brief     January 20
   
The hearing on the confirmation of the Reorganization Plan will be
held on January 24, 2017, at 9:00 a.m.

The LINN Debtors' Reorganization Plan dated December 12, 2016, a
full-text copy of which is available at
http://bankrupt.com/misc/txsb16-60040-1334.pdfprovides that Class
A5 - LINN Unsecured Notes Claims are allowed as follows: (i)
$580,100,547.11 due as of the Petition Date under the 6.5% senior
notes due May 2019, issued by LINN and LINN Energy Finance Corp.
pursuant to nthe LINN 2011 Unsecured Notes Indenture; (ii)
$600,580,190.97 due as of the Petition Date under the 6.25% senior
notes due November 2019, issued by LINN and LINN Energy Finance
Corp. pursuant to the LINN 2012 Unsecured Notes Indenture; (iii)
$754,061,706.75 due as of the Petition Date under the LINN 2020
Unsecured Notes; (iv) $788,870,992.11 due as of the Petition Date
under the 7.75% senior notes due February 2021, issued by LINN and
LINN Finance Corp. pursuant to the LINN September 2010 Unsecured
Notes Indenture; and (v) $385,279,610.33 due as of the Petition
Date under the 6.5% senior notes due September 2021, issued by LINN
and LINN Energy Finance Corp. pursuant to the LINN 2014 Unsecured
Notes Indenture; in each case, plus any additional unpaid interest,
fees, and other expenses (if any) arising under or in connection
with the LINN Unsecured Notes Claims.

The LINN Exit Facility will be comprised of: (a) a reserve based
lending facility with an initial borrowing base equal to $1.4
billion minus the amount of Reorganized LINN Non-Conforming Term
Notes
issued to Non-Electing Lenders (as initially divided between a $1.4
billion conforming tranche minus the amount of Reorganized LINN
Non-Conforming Term Notes issued to Non-Electing Lenders and $0.0
in a non-conforming tranche), on the terms and conditions set forth
in the LINN Exit Facility Documents; and (b) a new first lien term
loan in the aggregate original principal amount of $300 million on
the terms set forth in the LINN Exit Facility Documents.

The December 12 Plan also provides that the Reorganized LINN
Debtors will enter into the LINN Exit Facilit.  Each Holder of an
Allowed LINN Lender Claim that elects to participate in the LINN
Exit Facility will receive its Pro Rata share of (i) the LINN Exit
Facility, and (ii) the LINN Lender
Paydown, including the Pro Rata share with respect to all
Consenting LINN Lenders of the amount that would otherwise be
payable to the Non-Electing Lenders, if such Non-Electing Lenders
were Consenting LINN Lenders (such that the aggregate amount
received by Consenting LINN Lenders is equal to the LINN Lender
Paydown), in each case pursuant to Article III.B.3. The LINN Exit
Facility shall be on terms set forth in the LINN Exit Facility
Documents and substantially consistent with the terms set forth in
the LINN Exit Facility Term Sheet, provided, that the agreggate
amount of the Reorganized LINN Revolving Loan commitments will be
reduced dollar for dollar by an amount of the Reorganized LINN
Non-Confirming Term Notes that are issued to Non-Electing Lenders,
so that the aggregate amount of the Reorganized LINN Revolving Loan
commitment plus the Reorganized LINN Non-conforming Term Notes will
be equal to $1.4 billion.

Prior to the Disclosure Statement hearing, the LINN Debtors filed
an Amended Disclosure Statement on December 7, a full-text copy of
which is available at
http://bankrupt.com/misc/txsb16-60040-1306.pdf

The LINN Debtors, on December 2, also filed an Amended Disclosure,
a full-text copy of which is available at
http://bankrupt.com/misc/txsb16-60040-1256.pdf

                     About Linn Energy

Headquartered in Houston, Texas, Linn Energy, LLC, and its
affiliates are independent oil and natural gas companies. Each of
Linn Energy, LLC, and 14 of its subsidiaries filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Lead Case No. 16-60040) on May 11, 2016. The petitions were signed
by Arden L. Walker, Jr., chief operating officer of LINN Energy.

The Debtors have hired Paul M. Basta, Esq., Stephen E. Hessler,
Esq., Brian S. Lennon, Esq., James H.M. Sprayregen, Esq., and
Joseph M. Graham, Esq., at Kirkland & Ellis LLP and Kirkland &
Ellis International LLP as general bankruptcy counsel, Jackson
Walker L.L.P. as co-counsel, Lazard Freres & Co. LLC as financial
advisor, AlixPartners as restructuring advisor and Prime Clerk LLC
as claims, notice and balloting agent.

Judge David R. Jones presides over the cases.

The Office of the U.S. Trustee has appointed five creditors of
Linn Energy LLC to serve on the official committee of unsecured
creditors.  The Committee tapped Mark I. Bane, Esq., and Keith H.
Wofford, Esq., at Ropes & Gray LLP; and Moelis & Company LLC as
investment banker.  It also retained as Texas Oil & Gas Counsel,
John P. Melko, Esq., David S. Elder, Esq., and Michael K. Riordan,
Esq., at Gardere Wynne Sewell LLP.


MANUEL IBANEZ: Unsecureds to Recover 1.2355% Under Plan
-------------------------------------------------------
Manuel Ibanez and Rebeca Ibanez filed with the U.S Bankrupty Court
for the Southern District of Florida a disclosure statement in
support of their plan of reorganization, which proposes to give
general unsecured and undersecured creditors a distribution of
approximately 1.2355% of their allowed claims.

Class 1A, the Unsecured Priority Claim of the Internal Revenue
Service, in the amount of $1,407.35 is unimpaired by this Plan.
This claim is comprised of 2012 Federal Income Taxes, as well as
any other subsequent tax years in which a liability exists to the
Internal Revenue Service.  The Internal Revenue Service will be
paid in full (the full amount of its allowed unsecured priority
claim), plus statutory interest, over 60 months from the Petition
Date, in equal monthly payments, which will begin on the first day
of the month following the Effective Date of this Plan, and
continue on the first day of every month thereafter.  Furthermore,
future federal income taxes will be paid in the ordinary course.

Class 1B consists of all allowed priority unsecured claims of Real
Property Tenants who are owed security deposits.  Upon the
expiration of the unexpired leases, the Debtors may become
obligated to repay their tenants their security deposits, pursuant
to applicable law.  Upon information and belief, the security
deposits are: (a) 2335 NW Via Della Ct, Port St. Lucie, FL 34986
($1,850.00); (b) 218 SE 14 St # 2206, Miami, FL 33131 ($1,850.00);
and (c) 15751 SW 106 Terr # 17-202, Miami, FL 33196 ($1,250.00).
Upon such time that the Debtors become obligated to pay their
tenants these security deposits, the security deposits will be
repaid in full.  The Debtors will set aside a reserve for Class 1B
Creditors, so that these amounts can be paid on a timely basis upon
the expiration of the leases.

Class 8 consists of all allowed unsecured general claims, including
undersecured claims. The Class 8 Creditors will share pro rata in a
total distribution in the amount of $15,000.  Any allowed unsecured
or undersecured general claimant scheduled to receive a total
distribution of $250 or less will be paid in a lump sum within 60
days from the Effective Date. The Debtors estimate that the lump
sum payment(s) will total $1,813.32. Any allowed unsecured or
undersecured general claimant scheduled to receive a total
distribution of more than $250 shall receive payment over 5 years
from the first day of the month following the Effective Date, in 20
monthly payments totaling $659 per payment, with the first payment
due on the first day of the month following the Effective Date of
this Plan, and continuing on the first day of every quarter.
Unsecured creditors will be receiving a distribution of
approximately 1.2355% of their allowed claim(s).

The means necessary for the execution of this Plan include the
following: (a) the Debtors' income through their company, Patty
Cake (gross income to the Debtors of approximately $2,500.00 per
month for the 12 month period following the Effective Date); (b)
the Debtors' social security income (approximately $776.00 per
month for the 12 month period following the Effective Date); and
(c) rental income from the Debtors' investment real properties
located at 218 SE 14 St # 2206, Miami, FL 33131 (estimated rental
income of $3,300.00 per month), 15751 SW 106 Terr # 17-202, Miami,
FL 33196 (estimated rental income of $900.00 per month), 6306-6308
Polk St, Hollywood, FL 33024 (estimated rental income of $2,329.12
per month) and 2335 NW Via Della Ct, Port St. Lucie, FL 34986
(estimated rental income of $2,000.00 per month).

The Debtors will, and believes they can, generate sufficient income
to make all payments due under this Plan.

A full-text copy of the Disclosure Statement is available at:

       http://bankrupt.com/misc/flsb14-16921-151.pdf

Counsel for the Debtors:

     Jonathan S. Leiderman - Fla. Bar No. 0027022
     LEIDERMAN SHELOMITH ALEXANDER +
     SOMODEVILLA, PLLC
     2699 Stirling Road, Suite C401
     Fort Lauderdale, Florida 33312
     Tel. 954.920.5355 Fax. 954.920.5371
     jsl@lsaslaw.com

The bankruptcy case is In re MANUEL IBANEZ and REBECA IBANEZ, Case
No. 14-16921-BKC-AJC (Bankr. S.D. Fla.).


MAPPIN LOJAS: Wins Ch.15 Recognition of Brazilian Proceedings
-------------------------------------------------------------
Carolina Bolado, writing for Bankruptcy Law360, reported that the
trustee of Mappin Lojas de Departamento SA got a green light from
Florida Bankruptcy Judge Robert A. Mark to chase assets of the
company's owner, who he claims drained its coffers to fund a lavish
lifestyle, first in London and now in Miami Beach.  In a ruling
from the bench, Judge Mark approved the Chapter 15 proceeding of
Mappin Lojas de Departamento SA and two affiliated companies --
Mappin Telecomunicacoes Ltda. and Casa Anglo Brasileira -- and
granted a preliminary injunction.

                     About Mappin Lojas

Massa Falida de Mappin Lojas de Departamento S.A., Mappin
Telecomunicoes Ltda. and Casa Anglo Brasileira S.A., sought
protection under Chapter 15 of the Bankruptcy Code (Bankr. S.D.
Fla. Case Nos. 16-25541 to 16-25543) on Nov. 20, 2016, seeking
recognition in the U.S. courts of an insolvency proceeding in
Brazil that started more than 15 years ago.  Afonso Henrique Alves
Braga, the court-appointed trustee responsible for foreign asset
recovery and duly-authorized foreign representative of the Debtors,
filed the petitions.

The Chapter 15 cases are pending before Judge Robert A Mark.  Kobre
& Kim LLP serves as the petitioner's counsel.

The Mappin chain of department stores was founded in 1774 in
England.  On Nov. 29, 1913, two brothers, Walter and Herbert
Mappin, opened the first Mappin department store in Brazil.

Mappin Telecomunicacoes is an affiliate of Mappin Lojas.  Mansur
indirectly owns Mappin Lojas and Mappin Telecomunicacoes through
Casa Anglo.

In July 1999, Mappin Lojas was placed into a formal Brazilian
insolvency process by the Court of Justice of the State of Sao
Paulo, Central Civil Court, 18th Civil Division pursuant to
Brazilian Bankruptcy Decree-Law, number 7.661 of 1945 under the
laws of the Federative Republic of Brazil.  Subsequently, on March
23, 2000, the bankruptcy was extended to Mappin Telecomunicacoes
and Casa Anglo.

As disclosed in Court documents, the Debtors' fall into financial
distress and eventually insolvency was widely suspected to have
been the result of a fraud perpetrated by CEO Ricardo Mansur.  Due
to Mappin Lojas's failure to pay its debts as they fell due, a
large number of creditors had petitioned for Mappin Lojas to be
declared bankrupt and placed into insolvency proceedings.

In October 1996, Mansur, a Brazilian businessman and bank owner,
acquired Mappin Lojas and became its CEO.  At that time, Mappin
Lojas had approximately 9,000 employees and annual sales in excess
of 1 billion Reais per year (approx. US$300,000,000).

Mr. Braga concluded that Mansur had fraudulently misapplied assets
based on among other evidence, a report from the Central Bank,
which conclusion was corroborated by contemporaneous press
coverage
reporting that Mansur was a fraudster.

On July 6, 2011, Mr. Braga applied to the Brazilian Court for an
ex
parte order, for among other relief, to pierce the corporate veil
of the Debtors to hold Mansur and his assets personally liable for
the debts of the Debtors pursuant to Article 50 of Law number
10.406, dated of 2.002, as amended.  He also requested the
Brazilian Court to reverse pierce the corporate veil of other,
non-debtor entities owned and controlled by Mansur so that those
assets would also be subject of the bankruptcy.  Mr. Braga's
application was granted by the Brazilian Court on Aug. 6, 2011.  

                   CEO's Extravagant Lifestyle

According to Mr. Braga, despite the demise of the Debtors, Mansur
continues to maintain an extravagant lifestyle through strategic
asset planning and multiple relocations to avoid enforcement of
his
liability to Mappin creditors in the Brazilian Proceeding.

"Despite being the majority shareholder and CEO of a company that
had thrived for nearly a century in Brazil, only to become
woefully
insolvent after three years of his ownership and control, Mansur
has continued to maintain a lavish lifestyle following the
Debtors'
demise," maintained Mr. Braga.

Mr. Braga disclosed that following the commencement of the
Brazilian Proceeding, Mansur relocated to London, England, where
he
continued to lead an abundant lifestyle, which included living in
a
multi-million dollar house in Kensington and maintaining a polo
center.  Most recently, Mansur once again moved himself and his
assets from London to Miami Beach, Florida, shortly before Mr.
Braga obtained orders from the Chancery Division of the English
High Court that enabled him to commence an asset recovery campaign
against Mansur in the UK.

On Aug. 12, 2011, following shortly upon the issuance of the Aug.
6, 2011, Veil Piercing Order, the Brazilian Court issued an order
authorizing Mr. Braga to take action abroad to identify and
retrieve the assets of the Debtors' estate.

On May 14, 2015, Mr. Braga applied to the UK Court to open
proceedings to have the Brazilian Proceeding recognized under
Article 15 of the UNCITRAL Model Law on Cross-Border Insolvency as
adopted into UK law in Schedule 1 to the Cross-Border Insolvency
Regulations 2006.  On July 6, 2015, the UK Court recognized the
Brazilian Proceeding under Articles 15 and 17 of the CBIR, and
entrusted Mr. Braga with the administration, realization and
distribution of the Debtors' assets located in the UK.

                       Brazilian Proceeding

Based on the last report from Dr. Nelson Carmona, the
court-appointed trustee responsible for the local asset recovery
in
Brazil, dated as of Jan. 28, 2016, at least 1,092 claims against
Mappin have been admitted to proof in the sum of R$361,538,176
(approximately US$109,226,035).  Of this sum, R$51,123,805 or
US$15,445,258 of the total debt was already paid by the estate,
leaving a balance of R$310,414,371 (approximately US$93,780,776)
yet to be paid.  

Mr. Carmona is still considering claims which have been made by
other ordinary unsecured creditors of Mappin.  In addition, Mr.
Carmona has been considering the claims submitted by the Brazilian
tax authorities.  Those claims, if admitted, will have
preferential
status.  At a minimum, these are worth R$350,000,000
(approximately
US$105,740,181).  

The total of the estimated debts of Mappin are, at a minimum,
therefore, approximately R$700,000,000 (approximately
US$211,480,000).  The value of the assets of Mappin collected by
the Trustees in Bankruptcy to date is approximately R$131,123,805
(approximately US$39,614,442).  As such, the total of the
estimated
debts of the Debtors are, at a minimum, approximately
R$380,000,000
(approximately US$114,803,625).  By contrast, the value of the
assets of the Debtors collected by the Trustees in Bankruptcy to
date is approximately R$131,123,805 (approximately US$39,614,442).

"The prospect of any further substantial recovery becoming
available to the Debtors' creditors is largely dependent upon
finding and retrieving valuable assets outside of Brazil that I
have the right to recover for the benefit of the Debtors' Estate
and their creditors," said Mr. Braga.

"To that end, the value I will be able to realize post-recognition
on behalf of the Debtors' creditors and Brazilian liquidation
estate is highly dependent upon preventing Mansur from
transferring
assets in this District outside of the territorial jurisdiction of
the United States following notice of these proceedings," he
continued.

Accordingly, Mr. Braga is seeking pre- and post-recognition relief
entrusting him with the administration and realization of all
assets of the Debtors located in the United States and suspending
the right of Mansur or anyone else to transfer, encumber or
otherwise dispose of any such assets.

Mr. Braga is asking the Bankruptcy Court to recognize and enforce
the Brazilian Court's Veil Piercing Order, and confirm that all
assets within the territorial jurisdiction of the United States
that are owned by Mansur are "assets of the debtor" that can and
should be entrusted to Plaintiff for the benefit of the Debtors'
Brazilian liquidation estate.


MID CITY TOWER: Applies For Short-Term Bridge Loan to Pay Creditors
-------------------------------------------------------------------
Mid City Tower, LLC, filed with the U.S. Bankruptcy Court for the
Middle District of Louisiana an amended disclosure statement dated
Nov. 29, 2016, referring to the Debtor's plan of reorganization.

The Chapter 11 plan proposes to pay its debts in full.  The Plan
provides for lump sum payments of allowed secured and unsecured
claims with no necessity of amortization over a repayment term of
debt existing as of the petition date of the case.  A portion of
the equity interest will be restructured by providing for a buy-out
of the interest of Dr. Bobby Joseph, Erat S. Joseph, and Dr. George
A. Mamphilly.  

The Debtor has applied for a short-term bridge loan at 12% interest
to be paid interest-only payments for 12 months to refinance the
secured debt to MidSouth Bank and pay allowed creditor claims, and
that loan will be combined with funds from two new investors for
additional funding for the debtor including the buy-out of the
dissenting minority equity interests.  The Debtor has other
prospects for loans in progress that would less expensive than this
loan that is closest to a closing date in connection with
confirmation of this plan of reorganization.

The Amended Disclosure Statement is available at:

          http://bankrupt.com/misc/lamb16-10877-155.pdf

As reported by the Troubled Company Reporter on Nov. 17, 2016, the
Debtor filed with the Court a disclosure statement dated Nov. 4,
2016, referring to the Debtor's plan of reorganization, which also
proposed to pay the debts in full.

                       About Mid City Tower

Mid City Tower, LLC, based in Baton Rouge, Louisiana, is an entity
formed in 2013 by Mathew S. Thomas with the assistance of his
family.  The entity has always been operated from its business
location at 5700 Florida Boulevard, Rouge Rouge, Louisiana.

The Debtor filed a Chapter 11 petition (Bankr. M.D. La. Case No.
16-10877) on July 26, 2016.  The Hon. Douglas D. Dodd presides
over the case.  The petition was signed by Mr. Thomas, manager.

In its petition, the Debtor estimated $1 million to $10 million in
assets and $1 million to $10 million in liabilities.

Brandon A. Brown, Esq., and Ryan James Richmond, Esq., at Stewart
Robbins & Brown, LLC, serve as bankruptcy counsel.


MLFTL INC: Unsecureds To Be Paid in Full Over One Year
------------------------------------------------------
MLFTL, Inc., operating as Mattress Land, filed with the U.S.
Bankruptcy Court for the Southern District of Florida a first
amended disclosure statement referring to the Debtor's plan of
reorganization.

The Disclosure Statement provides for the treatment of the
unsecured claims at 100% of the approved claims to be paid monthly
as scheduled.  There are two Class 3 unsecured Claimants.  The
treatment of each unsecured creditor is to be paid in full over one
year starting 30 days after Debtor's Plan and Disclosure Statement
is approved by the creditors and the Court.

All Classes are impaired in the Plan.

This Chapter 11 case intends to preserve the Debtor's opportunities
in this industry, and lead to successful expansion financing
post-confirmation.  This combination of opportunity and
financing assures a successful outcome of the Debtor's Plan and
commitment to fund 100% of the indebtedness underpinning this
Chapter 11 case

The Disclosure Statement is available at:

          http://bankrupt.com/misc/flsb16-15475-102.pdf

As reported by the Troubled Company Reporter on Sept. 26, 2016, the
Debtor filed with the Court a Disclosure Statement and Plan of
Reorganization dated Sept. 16, 2016, intending to make Plan
payments from postpetition operating income and cash available on
the plan effective date.  

                      About MLFTL Inc

MLFTL, Inc., operating as Mattress Land, is managed by Steven Iona
and by MLTFL's president, Joseph Iona whose primary accountability
is the company's logistics and product distribution.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Fla. Case No. 16-15475) on April 15, 2016.  The Debtor is
represented by Ronald Lewis, Esq., at Lewis & Thomas, LLP.


MOSAIC MANAGEMENT: 2 More Creditors Appointed to Unit's Committee
-----------------------------------------------------------------
Guy Gebhardt, acting U.S. trustee for Region 21, on Dec. 14
appointed two more creditors to serve on the committee of investor
creditors in the Chapter 11 case of Mosaic Alternative Assets,
Ltd., a unit of Mosaic Management Group, Inc.

The two creditors are:

     (1) Angelo D. Gonzalez
         35 Juan C. Borbon, Suite 67-309
         Guaynabo, Puerto Rico 00969
         Tel: 787-746-4772
         Email: tacticalfinancial@gmail.com

     (2) Theler AG
         Bahnhofstrasse 28
         CH-Raron, 3942
         Switzlerand
         Tel: 0041 27935 86 00
         Email: Renz.theler@thelerag.ch

The bankruptcy watchdog had earlier appointed Michael Shields,
Alvaro Teixeira Vargas and Reto Brunschwiller to the Official
Committee of Creditors for Mosaic Alternative, court filings show.

                 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.


NEW BEGINNINGS: 7 Facilities Closed, PCO 5th Report Says
--------------------------------------------------------
Laura E. Brown, the Patient Care Ombudsman for New Beginnings Care,
LLC, has filed a Fifth Report before the U.S. Bankruptcy Court for
the Eastern District of Tennessee at Chattanooga.

The Debtor, a company based in Hixon, Tennessee, filed for Chapter
11 protection on January 22, 2016. The Debtor includes on the
bankruptcy petition its 13 nursing facilities located in the states
of Georgia, Ohio, Oklahoma, and Tennessee. The PCO coordinates with
the State Long-Term Care Ombudsmen in each state to monitor the
quality of patient care and to represent the interest of the
nursing facility residents.

The PCO reported that among the 13 facilities, seven facilities
were closed, particularly the (1) Abbeville Healthcare and Rehab,
LLC; (2) Campus Healthcare and Rehab, LLC; (3) Cedarcreek
Healthcare and Rehab, LLC; (4) Goodwill Healthcare and Rehab, LLC;
(5) Oceanside Healthcare and Rehab, LLC; (6) Jeffersonville
Healthcare and Rehab, LLC; and (7) Rockmart Healthcare and Rehab,
LLC.  The Representative State-Long-Term Care Ombudsman for all of
these facilities continues to follow up with their former residents
in their new facilities to ensure that the residents did not suffer
any ill effects from transferring facilities.

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

          http://bankrupt.com/misc/tneb16-10272-1018.pdf

                  About New Beginnings

New Beginnings Care, LLC, and several affiliated entities provide
nursing homes services to the residents of Georgia and Oklahoma
through four traditional nursing care facilities.  

The Debtors filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Tenn. Case Nos. 16-10272 to 16-10273; 16-10275 to 16-10280; and
16-10282 to 16-10287) on Jan. 22, 2016.  The Hon. Nicholas W.
Whittenburg presides over the cases.  David J. Fulton, Esq., at
Scarborough & Fulton, serves as counsel to the Debtors.

New Beginnings estimated under $50,000 in assets and $1 million to
$10 million in liabilities.  The petition was signed by Debbie
Jones, member.

A consolidated list of the Debtors' 30 largest unsecured creditors
is available for free at http://bankrupt.com/misc/tneb16-10272.pdf


NEW BEGINNINGS: City First To Recoup 100% With Interest
-------------------------------------------------------
New Beginnings of South Florida, Inc., filed with the U.S.
Bankruptcy Court for the Southern District of Florida an amended
disclosure statement in support of the Debtor's amended Chapter 11
plan of reorganization.

Under the Amended Plan, Class 2 Claim (City First Mortgage Secured
Claim) is impaired.  City First Mortgage will be paid 100% together
with interest at the current risk free market rate, plus a risk
factor of 1.5%.  The Debtor will make monthly payments of interest
only for 20 years fully amortized over 20 years with a simple
interest rate of 3.4% (approximate monthly payment $570) with a
final balloon payment at the end of year 20.  Within 10 days
following Confirmation the Debtor will execute a new promissory
note and other loan documents as reasonably necessary to effectuate
the terms of the confirmed Plan.  In the event the Debtor and City
First Mortgage cannot agree on the form and content of a promissory
note and reasonably related loan documents, the form and content of
the documents will be approved by the Court after a motion by the
Debtor and City First Mortgage.

The Amended Disclosure Statement is available at:

           http://bankrupt.com/misc/flsb16-11907-100.pdf

As reported by the Troubled Company Reporter on Aug. 15, 2016, the
Debtor filed with the Court a disclosure statement in support of
the Debtor's Chapter 11 plan of reorganization, which proposed that
holders of Class 5 Claims, which consist of all allowed general
unsecured claims estimated to total $1,956.74, be paid 100% of
their allowed claims in a single payment due 12 months after the
Confirmation Date.

Funding of the Debtor's plan of reorganization will be from the
operations of the Debtor.

New Beginnings of South Florida, Inc., is a not for profit holding
company.  The Debtor provides essential community services to the
financially depressed city of Opa Locka, Florida.  Reverend John
Taylor, a director at New Beginnings, has operated a church and/or
provided community services at the properties owned by New
Beginnings for over 30 years.  Currently, the Debtor generates
revenue by collecting rents from its tenants which include a
church, day-care and school.  The Debtor has no employees.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Fla. Case No. 16-11907) on Feb. 10, 2016.  The petition was signed
by Elvira Smith, president.

The Debtor is represented by Luis Salazar, Esq., at Salazar
Jackson, LLP.  The case is assigned to Judge Robert A. Mark.

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


NOBLE CORP: S&P Lowers CCR to 'BB-' on Weak Industry Conditions
---------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on offshore
contract drilling company Noble Corp. to 'BB-' from 'BB+'.  The
outlook is negative.

At the same time, S&P lowered its issue-level rating on the
company's senior unsecured debt to 'BB-' from 'BB+'.  The recovery
rating on this debt remains '3', reflecting S&P's expectation of
meaningful (50%-70%, upper end of range) recovery to creditors in
the event of a payment default.

S&P has also assigned a 'BB-' issue-level rating and '3' recovery
rating to the company's proposed $500 million senior unsecured
notes due 2024.

"The downgrade reflects our expectation that Noble--and the
offshore contract drilling industry as a whole -- will face very
challenging market conditions into 2019," said S&P Global Ratings
credit analyst Paul Harvey.  "As a result, despite its contract
backlog and expectations for repayment of debt maturities through
2018, limited recontracting and lower dayrates will result in
average core financial measures falling to the highly leveraged
financial risk category," he added.  The ratings on Noble reflect
S&P's assessment of the company's business risk profile as
satisfactory, financial risk profile as highly leveraged, and
liquidity as strong.  The ratings also incorporate S&P's outlook
for continued weak market conditions through 2019, as well as the
company's contract coverage over the next 18 months that should
provide some support for cash flows.

The negative outlook reflects the potential for a downgrade over
the next 12 months.  Noble and the industry in general face very
challenging market conditions that S&P do not expect to
significantly improve until 2019.  Current ratings include S&P's
expectation that Noble will generate free cash flow that it could
use to repay debt or hold as cash.  Further support comes from
Noble's contracted revenues through 2018 that provide some cash
flow visibility.

S&P could lower ratings if it expects Noble to sustain average
FFO/debt below 5% through 2018.  This would most likely occur if
market conditions weaken further or existing contracts are
modified, resulting in lower day rates and expected financial
measures.  Additionally, if S&P was to reassess liquidity as
adequate it could lower ratings.

S&P could revise the outlook to stable if it expects FFO to debt to
exhibit a sustained improvement comfortably above 6% or debt to
EBITDA approaching 5x.  This likely would occur if market
conditions improve, and Noble is able to recontract rigs at
sufficient day rates to support improving financial measures.


NORBERTO CRUZ MONTOYO: Unsecureds To Recover 3% Under Plan
----------------------------------------------------------
Norberto A. Cruz Montoyo and Santa T. Hernandez Melendez filed with
the U.S. Bankruptcy Court for the District of Puerto Rico a
disclosure statement describing their chapter 11 plan of
reorganization, a copy of which is available at:

           http://bankrupt.com/misc/prb16-00867-80.pdf

Under the Plan, Class 1 consists of Municipal Revenue Collection
Center's secured claim amounting to $24,873. The total amount
claimed will be paid the present value of the claim, with a 4%
interest rate, in regular installments paid over a period not
exceeding 5 years from the order of relief. The payments will begin
on the Effective Date of the Plan.

Class 6 - general unsecured claims are estimated between the
creditors that filed their proofs of claim and the ones that were
scheduled by Debtors and did not file a proof of claim in the
amount of $1,124,746.  This class will be paid in the following
matter: the Debtors will award a total sum of $33,742.39, which
represents a 3% distribution for this class. This class's allowed
unsecured claims will be paid in 60 equal monthly installments of
$562, each payment will be distributed in a pro rate amount to all
creditors and claimants included in this class.

The Plan will be funded with cash available proceeds from the
revenue that the store and the rental of the apartments and
commercial lots generate, after paying operating expenses and
taxes.

Counsel for the Debtors:

     Victor Gratacos Diaz
     GRATACOS LAW FIRM, P.S.C.
     P.O. Box 7571
     Caguas, P.R. 00726
     Phone: (787) 746-4772
     Fax: 787) 746-3633
     Email: bankruptcy@gratacoslaw.com

Norberto Antonio Cruz Montoyo and Santa Teresita Hernandez Melendez
sought for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No.
16-00867) on Feb 5, 2016.


ON-CALL STAFFING: Renasant Bank Wants to Prohibit Cash Use
----------------------------------------------------------
Renasant Bank, Tupelo, Mississippi, asks the U.S. Bankruptcy Court
for the Northern District of Mississippi to prohibit On-Call
Staffing, Inc., from using cash collateral.

Renasant Bank tells the Court that is the holder of an allowed
claim against the estate secured by liens on certain cash
collateral of the Debtor consisting primarily of the Debtor's
chattel paper, accounts and general intangibles.  Renasant Bank
further tells the Court that it has provided postpetition
notification to the Debtor of its non-consent to any use by the
Debtor of the cash collateral in the case.  Renasant Bank relates
that the Debtor has not notified it that the Debtor seeks to use,
or has used, cash collateral in its post-petition operations.

Renasant Bank contends that the Debtor owes it the original
principal sum of $250,718, with interest at five percent per annum.
Renasant Bank was granted a security interest in and lien upon the
Debtor's chattel paper, accounts and general intangibles, which
comprise the cash collateral.  Renasant Bank further contends that
the Debtor is in default for having failed to pay its obligation at
maturity.

Renasant Bank believes that the Debtor is continuing to use, and
generate, cash collateral through the operation of the Debtor's
business.  Renasant Bank asserts that the Debtor is required to
preserve the cash collateral for Renasant Bank's benefit, and is
prohibited from using cash collateral without consent or an Order
of the Court, neither of which had been granted.  Renasant Bank
says that its interests are not only inadequately protected, but
that it is likely to suffer irreparable damage immediately in the
event the Debtor is not required to account for, segregate,
protect, and/or pay over the Cash Collateral to Renasant Bank.

A full-text copy of Renasant Bank's Motion, dated Dec. 12, 2016, is
available at
http://bankrupt.com/misc/OnCallStaffing2016_1613823jdw_39.pdf

Renasant Bank is represented by:

          James T. Milam, Esq.
          MILAM LAW PA
          336 N Broadway St.
          P.O. Box 1128
          Tupelo, MS 38802-1128
          Telephone: (662) 205-4815
          E-mail: jtm@milamlawpa.com

              About On-Call Staffing, Inc.

On-Call Staffing, Inc., filed a Chapter 11 petition (Bankr. N.D.
Miss. Case No. 16-13823) on Oct. 28, 2016.  The Debtor is
represented by J. Walter Newman, IV, Esq., at Newman & Newman.  At
the time of the filing, the Debtor estimated assets at $100,001 to
$500,000 and liabilities at $500,001 to $1 million.


OPTIMA SPECIALTY: Case Summary & 40 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                           Case No.
     ------                                           --------
     Optima Specialty Steel, Inc.                     16-12789
     200 S. Biscayne Blvd., Suite 5500
     Miami, FL 33131

     Niagara LaSalle Corporation                      16-12790
     The Corey Steel Company                          16-12791
     KES Acquisition Company                          16-12792
     Michigan Seamless Tube LLC                       16-12793

Type of Business: Manufacturers of specialty steel products

Chapter 11 Petition Date: December 15, 2016

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtors' Counsel: Dennis A. Meloro, Esq.
                  GREENBERG TRAURIG, LLP
                  The Nemours Building
                  1007 North Orange Street, Suite 1200
                  Wilmington, DE 19801
                  Tel: 302-661-7000
                  Fax: 302-661-7360
                  E-mail: melorod@gtlaw.com

Debtors'          
Accountants:      ERNST & YOUNG LLP


Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The petitions were signed by Mordechai Korf, chief executive
officer.

Optima Specialty's List of 40 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
12.000% Senior Unsecured Notes     Unsecured Notes    $87,493,333
Due 2016
Wilmington Trust, National
Association
50 South Sixth Street, Suite 1290
Minneapolis, MN 55402-1544
Jane Scweiger
Tel: 612-217-5624
Email: jschweiger@wilmingtontrust.com

Michael Scharf                         Pension         $6,108,961
225 Dunbar Road                       Obligation
Palm Beach, FL 33480
Michael Scharf
Tel: 561-805-5353

Niagara Lasalle Corporation            Pension         $5,341,923
& Lasalle Steel Company               Obligation
Pension Plan
SEI Private Trust Company
Oaks, PA 19456-9907
Deborah L. He
Tel: 610-676-1000
Fax: 484-676-1417

Arcelormittal Int America, LLC        Trade Debt       $4,599,158
25598 Network Place
Chicago, IL 606731255
Chuck Jones
Tel: 219-399-7946
Fax: 219-399-4134
Email: Charles.Jones@Arcelormittal.com

Steel Dynamics, Inc.                  Trade Debt       $4,483,404
Attn: Heather Funk
Bar Product Division
36655 Treasury Center
Chicago, IL 606946600
Jeff Cordill
Tel: 317-892-7113
Fax: 317-892-7005
Email: Jeff.Cordill@steeldynamics.com

Republic Engineered Products, LLC     Trade Debt       $1,564,057
21349 Network Place
Chicago, IL 60673-1213
Ted Thielens
Tel: 330-438-5616
Email: jthielens@republicsteel.com

Hamilton Specialty Bar (2007) Inc.    Trade Debt       $1,249,630
319 Sherman Avenue N.
P.O. Box 2943
Ontario, CAN L8N 3R5
Brent Akeson
Tel: 905-312-8650
Email: bakeson@hsbsteel.com

ASW Steel, Inc.                       Trade Debt       $1,086,571
42 Centre Street
Welland, ON L3B 5N9
John Mauro
Tel: 905 735 5630
Fax: 905-328-7902
Email: john.mauro@asw-steel.com

Timkensteel Corporation               Trade Debt         $610,802
Dept. CH 14428
Palatine, IL 60055-4428
Shawn Seanor
Tel: 330-471-3832
Fax: 330-471-4041
Email: shawn.seanor@timkensteel.com

Charter Steel                         Trade Debt         $600,224
DIV Charter
Manufacturing Co.
Post Office Box 681140
Chicago, IL 606952140
Steve Simpson
Tel: 262-268-2380
Email: simpsons@chartersteel.com

Arcelormittal Steelton LLC            Trade Debt         $496,766
24050 Network Place
Chicago, IL 60673-1240
Chuck Jones
Tel: 219 399-7916
Fax: 219 399-4134
Email: charles.jones@arcelormittal.com

Gerdau Macsteel                       Trade Debt         $469,703
Dept. #79901
PO Box 67000
Detroit, MI 48267-0799
Lisa Owen
Tel: 517-768-2461
Fax: 517-782-8736
Email: lisa.owen@gerdau.com

Gerdau Long Steel                     Trade Debt         $461,375
North America
4221 W. Boy Scout Blvd.
Suite 600
Tampa, FL 36607
Richard Szink
Tel: 813 207-2301
Email: Richard.szink@gerdau.com

Gerdau                                Trade Debt         $392,457
25654 Network Place
Chicago, IL 606731256
Richard Szink
Tel: 813 207-2301
Email: richard.szink@gerdau.com

Acenta Steel Ltd.                     Trade Debt         $379,117
Post Office Box 8000
Department 402
Buffalo, NY 14267
Tarlok Singh
Tel: 44(0) 1384 471 257
Fax: 44(0) 1384 471 201
Email: tsingh@acentasteel.com

Riggs Machine & Fabricating AP        Trade Debt         $185,500
Email: cbrown@riggsmachine.com

Steel Dynamics-Roanoke                Trade Debt         $132,361
Email: jeffcordill@steeldynamics.com

Sumitomo Canada Limited               Trade Debt         $131,808
Email: robert.lorenzo@summitomocorp.com

Total Quality Logistics, Inc.         Trade Debt         $123,107
Email: emccann@tql.com

NIPSCO                                Trade Debt         $121,138
Email: dagarrett@nisource.com

CSX                                   Trade Debt         $111,057

Chase Brass & Copper                  Trade Debt         $104,703
Email: mhammerle@chasebrass.com

Magnetic Analysis Corp.               Trade Debt          $97,307
Email: ckleiber@mac-ndt.com

Motion Industries                     Trade Debt          $91,588
Email: clint.menhart@motion-ind.com

Magellan Corporation                  Trade Debt          $86,617

Sterling Steel Company, LLC           Trade Debt          $86,541
Email: c.robbins@sscllc.com

Constellation Energy Services, Inc.   Trade Debt           $83,079
Email: cmg@constellation.com

Keystone-Calumet Inc.                 Trade Debt           $74,046
Email: boydch@keysteonsteel.com

TMS International, LLC                Trade Debt           $70,730
Email: masmith@tmsinternational.com

Bloom Engineering Company, Inc.       Trade Debt           $50,036
Email: ssimko@bloombeng.com

Alton Steel, Inc.                     Trade Debt           $49,052
Email: jhrusovsky@altonsteel.com

R & R Express Logistics               Trade Debt           $47,664
Email: john.krakowski@balrexp.com

Hatzel and Buehler Inc.               Trade Debt           $42,600
Email: j.jvey@hatzelandbueher.com

Primetals Technologies USA LLC        Trade Debt           $42,511
Email: ahmed.hozain@primetals.com

Pension Benefit Guaranty Corporation   Pension        Undetermined
Email: cann.dana@pbgc.gov             Obligation

Chatham Steel Corporation             Litigation      Undetermined
Email: corpoffice@chathamsteel.com

Gary/Chicago International Airport    Litigation      Undetermined
Authority
Email: dan@gciairport.com

Michigan Department of Environmental Environmental    Undetermined
Quality (Trust Account)               Remediation

Ohio Attorney General vs.             Litigation      Undetermined
Optima Speciality Steel, Inc.,
et al.

Steel Workers Pension Trust             Pension       Undetermined
Email: dchorba@spt-usw.org             Obligation


PEABODY ENERGY: Bondholders Bouyed by Trump's Coal Promise
----------------------------------------------------------
Jonathan Randles, writing for The Wall Street Journal Pro
Bankruptcy, reported that Peabody Energy Corp.'s bondholders said
president-elect Donald Trump's plan to roll back the Obama
administration's signature proposal for reducing greenhouse gas
emissions will be a boon to creditors of the company.

According to the report, the bondholders cite Mr. Trump's election,
as well as a rally in coal prices, to argue in a recent court
filing that the value of Peabody's business has "increased
dramatically" since the miner sought chapter 11 protection.  As a
result, the bondholders say there should be ample value to pay them
at the conclusion of Peabody's restructuring, the report related.

According to one company shareholder, metallurgical coal prices
have increased 235%, and thermal coal prices have increased 77%
since Peabody filed for bankruptcy in April, the report said.

Peabody's bondholders, however, are also buoyed by Mr. Trump's
promises to "bring back coal 100%" and to reverse Obama-era rules
that sought to reduce carbon emissions at power plants fueled by
burning coal and other fossil fuels, the report further related.
Peabody has argued in federal appeals court that the rules, which
are a component of the Environmental Protection Agency's Clean
Power Plan to address global climate change, are unconstitutional
and will "irreparably harm" its business, the report added.

"The president-elect has made clear his intentions to revitalize
the coal industry and to roll back the regulations to which the
debtors cited," the WSJ cited the bondholder trustee BOKF N.A. as
saying in papers filed in the U.S. Bankruptcy Court in St. Louis.

                About Peabody Energy Corporation

Headquartered in St. Louis, Missouri, Peabody Energy Corporation
claims to be the world's largest private-sector coal company.  As
of Dec. 31, 2014, the Company owned interests in 26 active coal
mining operations located in the United States (U.S.) and
Australia.  The Company has a majority interest in 25 of those
mining operations and a 50% equity interest in the Middlemount
Mine
in Australia.  In addition to its mining operations, the Company
markets and brokers coal from other coal producers, both as
principal and agent, and trade coal and freight-related contracts
through trading and business offices in Australia, China, Germany,
India, Indonesia, Singapore, the United Kingdom and the U.S.

Peabody posted a net loss of $1.988 billion for 2015, wider from
the net loss of $777 million in 2014 and the $513 million net loss
in 2013.

At Dec. 31, 2015, the Company had total assets of $11.02 billion
against $10.1 billion in total liabilities, and stockholders'
equity of $919 million.

On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code.  The 154 cases are pending joint
administration before the Honorable Judge Barry S. Schermer under
(Bankr. E.D. Mo. Case No. 16-42529).

As of the Petition Date, PEC has approximately $4.3 billion in
outstanding secured debt obligations and $4.5 billion in
outstanding unsecured debt obligations.

The Debtors tapped Jones Day as general counsel; Armstrong,
Teasdale LLP as local counsel; Lazard Freres & Co. LLC and
investment banker Lazard PTY Limited as investment banker; FTI
Consulting, Inc., as financial advisors; and Kurtzman Carson
Consultants, LLC, as claims, ballot and noticing agent.

The Office of the U.S. Trustee on April 29, 2016, appointed seven
creditors of Peabody Energy Corp. to serve on the official
committee of unsecured creditors.  The Committee retained Morrison
& Foerster LLP as counsel, Spencer Fane LLP as local counsel,
Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts counsel,
Blackacre LLC as its independent expert, and Berkeley Research
Group, LLC, as financial advisor.


PERFORMANCE SPORTS: Inks Amendments to Credit Agreements
--------------------------------------------------------
Performance Sports Group Ltd. on December 7, 2016, entered into:

     (i) Amendment No. 2 to Superpriority Debtor-in-Possession Term
Loan Credit Agreement dated as of December 7, 2016 to the
Superpriority Debtor-in-Possession Term Loan Credit Agreement dated
as of October 31, 2016, previously amended as of November 15, 2016,
by and among Performance Sports Group Ltd., the subsidiary
guarantors from time to time party thereto, the lenders from time
to time party thereto and 9938982 Canada Inc., as administrative
agent and collateral agent, and

    (ii) Amendment No. 3 to Superpriority Debtor-in-Possession ABL
Credit Agreement dated as of December 7, 2016, to the Superpriority
Debtor-In-Possession ABL Credit Agreement dated as of October 31,
2016, previously amended as of November 15, 2016, and November 21,
2016, by and among Performance Sports Group Ltd., Bauer Hockey
Corp., Bauer Hockey, Inc., the subsidiary borrowers and guarantors
party thereto, the lenders from time to time party thereto and Bank
of America, N.A., as administrative agent and collateral agent.

The changes include amending each agreement to refer to an updated
"Budget"and amending certain related budget covenants as well as
the milestone dates set out in each agreement.

Among other things, the definition of "Carve-Out" is amended by
adding ", and after entry of the Final Financing Orders, shall not
exceed (a) with respect to the Term Priority Collateral, $3,750,000
and (b) with respect to the ABL Priority Collateral, $3,750,000".

The parties also agreed to these milestones:

     -- on or prior to January 25, 2017, the bid deadline set forth
in the Bid Procedures Order shall occur;

     -- or prior to January 30, 2017, if qualifying bids are
received in accordance with the Bid Procedures Order, the Credit
Parties shall hold an auction with respect to the Sale
Transaction;

     -- on or prior to February 6, 2017, the Credit Parties shall
obtain entry of court orders of the Bankruptcy Courts authorizing
the Sale Transaction to the successful bidder in accordance with
the Bid Procedures Order, in each case in form and substance
reasonably acceptable to the Required Lenders; and

     -- on or prior to February 23, 2017, the Sale Transaction
shall close and all Obligations hereunder shall be Paid In Full;
provided that, such February 23, 2017 date shall be extended until
February 27, 2017 (and in any event no later than one (1) Business
Day prior to the Scheduled Maturity Date) to the extent necessary
for the Sale Transaction to obtain regulatory approval.

As reported by the Troubled Company Reporter, the U.S. Bankruptcy
Court and the Ontario Superior Court of Justice have granted final
approval for the Company to access an aggregate of U.S. $386
million in term loan debtor-in-possession financing and the balance
of the asset-based DIP financing.

The Company will use the DIP financing to, among other things,
refinance its prepetition term loan credit agreement, dated as of
April 15, 2014, as amended, and fund day-to-day operations in the
ordinary course of business.

The U.S. Bankruptcy Court and the Ontario Superior Court of Justice
also have granted the Company approval of, among other things,
bidding procedures and "stalking horse" bid protections in
connection with the "stalking horse" asset purchase agreement,
under which an acquisition vehicle to be co-owned by an affiliate
of Sagard Capital Partners, L.P. and Fairfax Financial Holdings
Limited, intends to acquire substantially all of the assets of the
Company and its North American subsidiaries for U.S. $575 million
in aggregate and assume related operating liabilities.

Under the approved bidding procedures, interested parties must
submit qualified bids to acquire substantially all of the assets of
the Company no later than January 25, 2017. The approved bidding
procedures schedule the auction for January 30, 2017. A final sale
approval hearing is expected to take place shortly after completion
of the auction with the anticipated closing of the successful bid
to occur by the end of February 2017, subject to receipt of
applicable regulatory approvals and the satisfaction or waiver of
other customary closing conditions.

The Ontario Superior Court of Justice also entered an order
extending the stay of proceedings to February 27, 2017.

A copy of Amendment No. 2 to Superpriority Debtor-in-Possession
Term Loan Credit Agreement dated as of December 7, 2016, by and
among Performance Sports Group Ltd., the subsidiary guarantors from
time to time party thereto, the lenders from time to time party
thereto and 9938982 Canada Inc., as administrative agent and
collateral agent, is available at https://is.gd/O2BUBw

A copy of Amendment No. 3 to Superpriority Debtor-in-Possession ABL
Credit Agreement dated as of December 7, 2016, by and among
Performance Sports Group Ltd., Bauer Hockey Corp., Bauer Hockey,
Inc., the subsidiary borrowers and guarantors party thereto, the
lenders from time to time party thereto and Bank of America, N.A.,
as administrative agent and collateral agent, is available at
https://is.gd/OYK3fN

Members of the ABL lending syndicate include:

     -- JPMORGAN CHASE BANK, N.A., (acting through its Toronto
Branch),
     -- BANK OF AMERICA, N.A. (acting through its Canada Branch),
and
     -- ROYAL BANK OF CANADA

                       About BPS US Holdings

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

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

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

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

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


PERFORMANCE SPORTS: PE Firms Weighing Bids to Challenge $575M Deal
------------------------------------------------------------------
The American Bankruptcy Institute, citing John Tilak and Jessica
DiNapoli of Reuters, reported that private equity firms Thomas H.
Lee Partners LP, Bain Capital LP, KKR & Co LP, KPS Capital Partners
LP, and Sycamore Partners are weighing bids to challenge the $575
million offer for Performance Sports Group Ltd. made by a financial
consortium in the bankruptcy court auction of the Bauer hockey gear
maker, according to two people familiar with the matter.

According to Reuters, citing the people, British retailer Sports
Direct International plc and Canadian pension fund Caisse De Depot
et placement du Quebec have also submitted letters of interest.
Finnish sporting goods company Amer Sports, which makes Wilson
sporting equipment, is interested in acquiring Performance Sports'
baseball business, the people said, the report related.

A consortium led by investment firm Sagard Capital Partners LP and
investment manager Fairfax Financial Holdings Ltd, made the initial
so-called "stalking horse" offer of $575 million for Performance
Sports, the proposal the other buyers must top to win the auction,
the report pointed out.

Bidding for Performance Sports will start at about $601 million,
clearing the initial proposal from Sagard and Fairfax plus other
fees, the report said, citing bankruptcy court papers.

Graeme Roustan, the former chairman of Performance Sports, has
challenged the Sagard deal, asking Canadian competition authorities
to investigate it claiming there is a conflict of interest as
Sagard's owner, Canada's wealthy Desmarais family, is an investor
in rival Adidas AG through its Power Corp of Canada vehicle, the
report further related.

Some private equity firms looking for operating expertise want to
have Roustan on board, the report said, citing one of the sources.
Additional buyers may emerge before the Jan. 25 due date for bids,
while others may join forces and combine their bids, the people
said, the report added.

                    About Performance Sports

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

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

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

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

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

Andrew R. Vara, Acting U.S. Trustee for Region 3, on Nov. 10
appointed three creditors of BPS US Holdings, Inc., parent of
Performance Sports, to serve on the official committee of
unsecured
creditors.  The Creditors' Committee retained by Blank Rome LLP as
counsel, Cassels Brock & Blackwell LLP as Canadian co-counsel, and
Province Inc. as financial advisor.

The U.S. Trustee appointed a committee of equity security holders.

The equity committee is represented by Natalie D. Ramsey, Esq.,
and
Mark A. Fink, Esq., at Montgomery, McCracken, Walker & Rhoads,
LLP;
and Robert J. Stark, Esq., Steven B. Levine, Esq., James W. Stoll,
Esq., and Andrew M. Carty, Esq., at Brown Rudnick LLP.

                           *     *     *

The Bankruptcy Court for the District of Delaware and the Ontario
Superior Court of Justice have granted the Company approval of,
among other things, the bidding procedures and "stalking horse"
bid
protections in connection with a "stalking horse" asset purchase
agreement, under which an acquisition vehicle to be co-owned by an
affiliate of Sagard Capital Partners, L.P. and Fairfax Financial
Holdings Limited, intends to acquire substantially all of the
assets of the Company and its North American subsidiaries for U.S.
$575 million in aggregate and assume related operating
liabilities.
Interested parties must submit qualified bids to acquire
substantially all of the assets of the Company no later than
January 25, 2017.  The auction is set for January 30, 2017.  A
final sale approval hearing is expected to take place shortly
after
completion of the auction with the anticipated closing of the
successful bid to occur by the end of February 2017, subject to
receipt of applicable regulatory approvals and the satisfaction or
waiver of other customary closing conditions.


PERFORMANT FINANCIAL: S&P Puts 'B+' CCR on CreditWatch Negative
---------------------------------------------------------------
S&P Global Ratings said it placed its 'B+' corporate credit rating,
and all other ratings, on Livermore, Calif.-based Performant
Financial Corp. on CreditWatch with negative implications.

"The CreditWatch listing follows the announcement that the DoE did
not renew Performant's contract for the student loan default
collection program, despite its relationship with the DoE over the
past 20 years," said S&P Global Ratings credit analyst William
Savage.

S&P believes it will be challenging for Performant to offset the
loss of this contract, which represented about 24% of total 2015
revenue, with recent contract wins in other operating segments.

In resolving the CreditWatch placement, S&P will meet with
management to discuss the implications for the company's credit
metrics of the DoE contract loss as well as recent contract wins.
S&P could lower the rating by at least one notch, depending on its
expectation for leverage.


PETROLEX MANAGEMENT: Wants Permanent Extension of Cash Use
----------------------------------------------------------
Petrolex Management, LLC, asks the U.S. Bankruptcy Court for the
District of Massachusetts to extend its use of cash collateral on a
permanent basis.

The Court previously authorized the Debtor to use cash collateral
on an interim basis for operating and reorganization expenses.  The
Debtor is directed to pay monthly adequate protection payments to
Petroleum and Franchise Capital, LLC, as servicer for Petroleum and
Franchise Holding, LLC, in the amount of $14,690.

The Court then extended the Debtor's use of cash collateral and
directed the Debtor to continue making monthly adequate protection
payments to Petroleum and Franchise Capital in the amount of
$14,689.58.  The Court also directed the Debtor to make monthly
interest payments to Home Loan Investment Bank in the amount of
$4,573.

The Debtor tells the Court that it has been making timely adequate
protection payments to Petroleum and Franchise Capital and monthly
interest payments to Home Loan Investment Bank.  The Debtor further
tells the Court that it wants the permanent use of its cash
collateral for operating and reorganization expenses as they become
due, consisted with the Debtor's proposed Budget which includes the
continued adequate protection payments to Petroleum and Franchise
Capital and the monthly interest payments to Home Loan Investment
Bank.

The Debtor's proposed monthly Budget provides for a net income of
$19,000, which is available for the monthly adequate protection
payments to Petroleum and Franchise Capital in the amount of
$14,690 and the monthly interest payments to Home Loan Investment
Bank in the amount of $4,573.

The Court has previously granted the Secured Creditors replacement
liens and the Debtor, Petroleum and Franchise Capital, and Home
Loan Investment Bank have agreed to the continuation of all terms
contained in the Court's Order.

A full-text copy of the Debtor's Motion, dated Dec. 12, 2016, is
available at
http://bankrupt.com/misc/PetrolexManagement2016_1641322_81.pdf

A full-text copy of the Debtor's proposed Budget, dated Dec. 12,
2016, is available at
http://bankrupt.com/misc/PetrolexManagement2016_1642322_81_1.pdf

Home Loan & Investment Bank can be reached at:

          HOME LOAN & INVESTMENT BANK
          One Home Loan Plaza
          Warwick, RI 02886-1765

               About Petrolex Management, LLC

Petrolex Management, LLC, filed a chapter 11 petition (Bankr. D.
Mass. Case No. 16-41322) on July 27, 2016.  The petition was signed
by Samer Biloune and Imad Massabni, managers.  The Debtor is
represented by Gary M. Hogan, Esq., at Baker, Braverman &
Barbadoro, P.C.  The case is assigned to Judge Christopher J.
Panos.  The Debtor estimated assets and liabilities at $1 million
and $10 million at the time of the filing.


PHOENIX MANUFACTURING: Unsecureds To Recoup 5% Under Plan
---------------------------------------------------------
Phoenix Manufacturing Partners LLC filed with the U.S. Bankruptcy
Court for the District of Arizona a disclosure statement referring
to the Debtor's plan of reorganization.

Class 9 General Unsecured Claims are impaired under the Plan.   The
amount of the General Unsecured Creditors is approximately
$4,400,000.  Each holder of an Allowed Class 9 Claim will be paid
5% of their claim with no interest, commencing the first day of the
first full month after the Effective Date, over a period of ten
years.

Funds to be used to make Cash payments under the Plan have been or
will be generated from (i) the Reorganized Debtor's operations, and
(ii) the net proceeds from any Avoidance Actions.  Any sums
recovered by Avoidance Actions brought by the Debtor or Reorganized
Debtor, net of the attorneys' fees and costs associated with
prosecuting the Avoidance Actions, will be used to fund the Plan;
unless all payments required by the Plan have been made, in which
case, those sums will accrue to the benefit of the Reorganized
Debtor.

The Disclosure Statement is available at:

           http://bankrupt.com/misc/azb16-04898-215.pdf

The Plan was filed by the Debtor's counsel:

     Bradley J. Stevens, Esq.
     JENNINGS, STROUSS & SALMON, P.L.C.
     A Professional Limited Liability Company
     One East Washington Street, Suite 1900
     Phoenix, Arizona 85004-2554
     Tel: (602) 262-5911
     Fax: (602) 495-2654
     E-mail: bstevens@jsslaw.com

             About Phoenix Manufacturing Partners, LLC

Phoenix Manufacturing Partners LLC sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 16-04898) on
May 3, 2016.  Its affiliates Joined Alloys, LLC, and DLS Precision
Fab, LLC, filed for Chapter 11 protection (Case Nos. 16-06107 and
16-06109) on May 27, 2016.

The petitions were signed by Joe Yockey, president & managing
member.  The cases are jointly administered under Case No. 16-04898
and are assigned to Judge Edward P. Ballinger, Jr.

Phoenix Manufacturing estimated assets of $0 to $50,000 and debts
of $10 million to $50 million.

Joined Alloys and DLS Precision estimated both assets and
liabilities in the range of $1 million to $10 million.

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


PICO HOLDINGS: Bloggers Talk Governance Improvements & UCP Struggle
-------------------------------------------------------------------
PICO Holdings, Inc. (Nasdaq:PICO), based in La Jolla, Calif., is a
diversified holding company reporting recurring losses since 2008.
PICO owns 57% of UCP, Inc. (NYSE:UCP), 100% of Vidler Water
Company, Inc., a securities portfolio and various interests in
small businesses. PICO has $662 million in assets and $426 million
in shareholder equity. Central Square Management LLC and River Road
Asset Management LLC collectively own more than 11% of PICO. Other
activists at http://ReformPICONow.com/(RPN) have taken to the
Internet to advance the shareholder cause.

While the bloggers are pleased with the recent changes at PICO,
they see a few loose ends to tie up. "First, our crack strategist
strongly suggests that the Board designate Delaymond and Howie as
consultants (and not Directors) as soon as possible. They can be
retained until May 4, 2017 at their equivalent Director
compensation. The Board will function better if the lame sloths . .
. er, we mean ducks, are removed. Much like broken lovers living in
the same house, mutually harmful mischief can result from the
current arrangement (and we don't mean that disturbingly rewarding
phenomenon of hate sex). Additionally, Delaymond and Howie have
proven themselves philosophically distinct (to put it
diplomatically) from Daniel Silvers, Andrew Cates, Eric Speron and
all other PICO shareholders.

"Second, we would appreciate the Board's non-renomination of
Michael "Desperado” Machado pursuant to Article 4 of the Bylaws.
Desperado is a politician whom brings no crucial skills to the
Board. Previously a lackey of John 'The Juicer' Hart, Desperado
turned on his old benefactor to effectuate the termination without
cause.  The resulting $11 million termination payment due to Juicer
was Desperado's handiwork as one of two established members of the
PICO Compensation Committee at the time the criminal Hart
Compensation Agreement was promulgated. Desperado was Chair of the
Corporate Governance and Nominating Committee when the soft
declassification decision was made.

"If Desperado is not sent packing before that date, we believe that
a PICO shareholder will run an alternative nominee in contest. By
our count, nominations must be submitted by February 3, 2017 -- and
no earlier than January 4, 2017. Given the dynamics of cumulative
voting, Desperado's ouster will be a foregone conclusion.

"If no investor runs an alternative, RPN will lead the charge to
have Desperado removed through the "More 'Against' Than 'For'
Votes" provision -- just as we removed Kenneth Slepicka in 2016. In
our campaign, among many other tactics, we will be repeatedly
reminding PICO shareholders that the $11 million termination
payment made to Juicer in April, which amounted to $.50 per PICO
share, was the direct work of Desperado Machado -- as one of only
two incumbent members of the Comp Committee at the time of
promulgation."

The bloggers highlight an astonishing fact. "Under the criminal
Hart Compensation Scheme, which was jointly authored by Desperado
Machado, Juicer earned roughly $55,000 per day. $55,000 per day of
PICO shareholder money!"

Moving on to PICO subsidiary UCP, the bloggers note that the rise
in interest rates will negatively affect its operations. "UCP has
three tranches of variable rate debt, two of them are pegged to
30-day LIBOR.  They are:

    LIBOR + 3.5% (Due 2017) -- $9,785 million
    LIBOR + 3.75% (Due 2017) -- $18,456 million
    Variable Rate (Due 2017) -- $4,581 million

Total variable rate debt is $32,882 million.

At December 31, 2015, 30-day LIBOR was 0.42950%. Today, 30-day
LIBOR stands at .65%.  The bloggers estimate that this increase
will raise UCP's annual interest costs going forward by about
$100,000 pretax. "This ain't a ton of money, but every bit counts
when margins are low and earnings are scant. We estimate that such
an increase would have theoretically reduced UCP's 9-month 2016
pretax income by about 2%."

"In late October 2016, UCP proposed to issue $200 million in Senior
Notes due 2021. At that time, 5-year Treasuries carried a yield of
about 1.3%. That yield is now 1.83% or 53 basis points higher.
Since junk spreads have declined slightly, UCP would expect to pay
about 50 basis points more today than it would have in late
October. On $200 million in debt, this amounts to $1 million
annually, pretax."

The bloggers predict UCP's next move. "We asked a while back if UCP
had gone defensive. Today, we maintain that yes -- UCP has gone
defensive."

"UCP is out of appealing choices. It has about $131 million in debt
maturing between now and the end of 2017.  UCP also has $49.1
million coming due for purchase or option contracts for 1,123 lots.
Between debt and future real estate investments, UCP's future
expenditures amount to roughly $180 million.

"That's a lot of money for a company that can't borrow at a
reasonable rate and earns no money. When UCP's real estate
inventory purchases are included, the firm is significantly cash
flow negative.

"UCP's real estate inventory spending declined to $23.1 million in
first 9 months of 2016 versus $60.7 million in the same period
2015. In 3.5 years since its IPO, UCP's equity capital has
contracted from $218.5 million at September 30, 2013 to $216.5
million today.

To reiterate, in three years as a public company, while the
homebuilder industry has thrived mightily, UCP has lost equity
capital."

The bloggers express gratitude to Daniel Silvers, Andrew Cates and
Eric Speron for the shareholder-oriented changes implemented on
December 1-2. "PICO owners are not accustomed to such treatment.
Wow.  It almost feels normal to own shares in PICO now."


PIERRE LESPINASSE: Secured Creditor Objects to Disclosure Statement
-------------------------------------------------------------------
U.S. Bank, NA, successor trustee to Bank of America, NA, successor
in interest to LaSalle Bank NA, as trustee, on behalf of the
holders of the WaMu Mortgage Pass-Through Certificates, Series
2006-AR15, its assignees and/or successors, by and through it
servicing agent Selct Portfolio Servicing, Inc., filed with the
U.S. Bankruptcy Court for the Southern District of New York an
objection to Pierre Lionel Lespinasse's disclosure statement, dated
Nov. 22, 2016.

The Secured Creditor contends that the disclosure statement should
not be approved because the Debtor's proposed plan is not
confirmable as the disclosure statement itself does not contain
"adequate information" required by U.S.C. Section 1125(B).

Pursuant to the "Stipulation and Order for Plan Treatment and
Condition Stay Relief on First Lien Secured by Real Property at 522
E 78th Street, #3C, New York, NY" which is incorporated into the
Disclosure Statement and Plan and the Debtor clearly references,
the parties agreed that under no circumstance will Secured Creditor
accept a reduced payoff on its lien.  As such, the Disclosure
Statement and Plan proposed is contradictory to the Stipulation and
should be amended.

Furthermore, the language in the Disclosure Statement and Plan as
it currently exists prevents Class 2 Creditor from being deemed
unimpaired when per the disclosure statement "to the extent a Class
2 claim is not satisfied, it will be treated as a Class 6 General
Unsecured Claim."  Revising the Disclosure Statement and Plan to
correspond with the payment in full provision of the Stipulation
will eliminate the inconsistency.

In addition, paragraph 37 of the Disclosure Statement and the
corresponding sections of the Plan, should clarify that
notwithstanding any other provision contained in any plan to be
confirmed or Confirmation Order that ensues, per the Stipulation
the stay will lift as to Secured Creditor the earlier of Dec. 31,
2016 or at confirmation and that once the stay is lifted, nothing
will impair Secured Creditor's right to enforce its security
agreement, including sale of the property without further order of
the Court.

Finally, the Disclosure Statement and Plan define effective date as
the LATER of 20 days after entry of the confirmation order or such
date that the Debtor has the funds to pay the distributions.  This
is random and vague, but notwithstanding the Disclosure Statement
and Plan should clarify that once Secured Creditor has stay relief
they are not bound to wait for the Effective date to be paid in
full but can proceed with its own sale of the property.  Should
Secured Creditor voluntarily consent to allow for an auction after
Dec. 31, 2016, Secured Creditor remains entitled to payment in full
of its lien.

In light of the said reasons, the Secured Creditor asks that until
the Debtor amends the Disclosure Statement, consistent with its
objection, the Court denies the approval of the Disclosure
Statement.

Counsel for the Secured Creditor:

     Michelle C. Marans, Esq.
     FRENKEL, LAMBERT, WEISS,
     WEISMAN & GORDON, LLP
     53 Gibson St.
     Bay Shore, NY 11706
     Telephone (631) 969-3100 x 1334

                 About Pierre Lionel Lespinasse

Pierre Lionel Lespinasse is an individual engaged primarily in
the real estate industry.  He resides in New York City and
Antwerp,
Belgium.

On Jan. 27, 2016, Pierre Lionel Lespinasse filed his voluntary
petition for relief under Chapter 11 of the Bankruptcy Code
(Bankr.
S.D.N.Y. Case No. 16-10180).

The case was filed to address a pending foreclosure sale of the
Debtor's real property located at 52 East 78th Street, New York.

The Debtor continues to possess his properties and operate his
business as a debtor-in-possession.

No creditors' committee has been constituted in the case.


PODIUM PERFORMANCE: Unsecureds to Recoup 2.5% Under Plan
--------------------------------------------------------
Podium Performance, LLC, filed with the U.S. Bankruptcy Court for
the Southern District of Florida a disclosure statement to
accompany its plan of reorganization, dated Dec. 1, 2016, which
would give general unsecured creditors a distribution of 2.5% of
their allowed claims, to be distributed quarterly over 5 years.  

Class 2, the Allowed Secured Claim of Pawnee Leasing Corp., is
impaired under the Plan.  Pawnee Leasing has a secured claim as
reflected in the Order on the Motion to Value.  The Creditor will
receive treatment on its secured claim in the amount of $4,290.  On
the Effective Date, Pawnee Leasing will receive in full and final
satisfaction of its claim amount equal payments of principal nad
interest at an interest rate of 3% for a period of 1 year.  The
monthly payment will be $363 for 12 months.

Class 3 consists of the Allowed General Unsecured Claims.  The
Class 3 Creditors are impaired under the Plan.  Those General
Unsecured Creditors who were listed by the Debtor as having
disputed, contingent, unliquidated claims who failed to timely file
claims will not receive treatment under the Debtor's Plan.  On the
Effective Date, each holder of an Allowed unsecured Claim will
receive, in full and final satisfaction, settlement, release,
extinguishment and discharge of its respective claims: (i) 2.5% of
its allowed claim amount, (ii) quarterly payment, (iii) no interest
on its claim, and (iv) no prepayment penalty.

Payments and distribution under the Plan will be funded by the
continued operation of the Debtor.

A full-text copy of the Disclosure Statement is available at:

        http://bankrupt.com/misc/flsb16-21400-38.pdf

                About Podium Performance

Podium Performance, LLC, filed a Chapter 11 petition (Bankr. S.D.
Fla. Case No. 16-21400) on August 18, 2016.  The petition is
signed
by Peter Willis, managing member.  The Debtor is represented by
Nadine V. White-Boyd, Esq., at White-Boyd Law.  The Debtor
estimated assets at $100,001 to $500,000 and liabilities at
$500,001 to $1 million at the time of the filing.


PRECIOUS FORMALS: Must File Plan & Disclosures By April 28
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
given Precious Formals, Inc., and Javed Ashraf until April 28,
2017, to file a disclosure statement and plan of reorganization.

                      About Precious Formals

Precious Formals, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Tex. Case No. 16-35417) on Oct. 31, 2016.  The
petition was signed by Javed Ashraf, president.  

The case is assigned to Judge Jeff Bohm.

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


PROJECTOOLS LLC: Has Until April 30 To File Plan & Disclosures
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
given ProjecTools, LLC, until April 30, 2017, to file a plan of
reorganization and disclosure statement.

                        About ProjecTools

ProjecTools, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Texas Case No. 16-35553) on Nov. 1, 2016.  The
petition was signed by Alwin G. Morgan, managing member.  

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

Margaret McClure, Esq., at the Law Office of Margaret M. McClure
serves as the Debtor's bankruptcy counsel.


PROVIDENT FUNDING: S&P Raises Sr. Unsecured Rating to B+
--------------------------------------------------------
S&P Global Ratings said that it has reviewed its recovery and
issue-level rating for Provident Funding Associates' that were
labeled as "under criteria observation" (UCO) after publishing its
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 are raising the issue-level rating to "B+" and
recovery rating to "2" on the company's $452.3 million 6.75% senior
notes.  Previously, the issue-level rating was "B" and the recovery
rating was "3".

Simulated default assumptions

   -- A low-interest-rate environment leading to depressed MSR
      Valuations
   -- A sustained period of rapid amortization of MSRs with
      limited ability to refinance the repayments
   -- Reduced new origination activity
   -- An increase in borrower delinquencies
   -- An increase in the discount rate to value MSRs

Simplified waterfall

   -- Net enterprise value (after 5% administrative costs):
      $515 million
   -- Collateral value available to senior unsecured creditors
      after priority claims: $495 million
   -- Senior unsecured notes: $468 million
      -- Recovery expectations: Over 90%

Note: All debt amounts include six months of prepetition interest.

* S&P caps the recovery rating at '2' even though the net
enterprise value exceeds the senior unsecured notes because it
assumes assume, based on empirical evidence, that companies with
little or no secured debt will pledge assets if the company's
credit quality deteriorates.

These rating actions stem solely from the application of S&P's
revised recovery criteria and do not reflect any change in its
assessment of the corporate credit ratings for issuers of the
affected debt issues.

RATINGS LIST

Provident Funding Associates
  Issuer Credit Rating                    B/Stable/--

Rating Upgraded, Recovery Revised         To        From
  Senior Unsecured                        B+        B
  Recovery Rating                         2H        3L


RANCHO PALOMITA: Hearing on Disclosure Statement Set For Jan. 10
----------------------------------------------------------------
The Hon. Scott H. Gan of the U.S. Bankruptcy Court for the District
of Arizona has rescheduled to Jan. 10, 2017, at 1:30 p.m. the
hearing to consider the approval of Rancho Palomita Advisors, LLC's
first amended disclosure statement.

As reported by the Troubled Company Reporter on Dec. 7, 2016, the
Court initially set for Jan. 17, 2016, at 1:30 p.m., the hearing to
consider the approval of the First Amended Disclosure Statement
dated Nov. 7, 2016, referring to the Debtor's plan of
reorganization, which provides for a new class of claims -- Class
Five (Secured Claim of the Town of Marana) -- consisting of the
allowed secured claim of Marana to the extent of the value of the
secured creditor's interest in the Debtor's interest in the real
property with a secured lien on 7702 W. Tangerine Road, in Marana,
Arizona.

Objections to the Disclosure Statement must be filed no later than
five business days prior to the hearing.

                      About Rancho Palomita

Rancho Palomita Advisors, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 16-04036) on April 14, 2016.
The petition was signed by Richard A. Spross, managing member.

The Debtor is represented by Eric Slocum Sparks, Esq., at Eric
Slocum Sparks PC.  The case is assigned to Judge Scott H. Gan.

The Debtor disclosed zero assets and total debts of $1.62 million.

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


RAVAGO HOLDINGS: S&P Lowers Rating on Sr. Loan Facility to 'BB-'
----------------------------------------------------------------
S&P Global Ratings said that it has reviewed its recovery and
issue-level ratings for Ravago Holdings America Inc. that were
labeled as "under criteria observation" (UCO) after publishing its
revised recovery ratings criteria on Dec. 7, 2016.  With S&P's
criteria review complete, it is removing the UCO designation from
these ratings.

S&P is lowering the issue-level ratings on Ravago's senior secured
term loan facility to 'BB-' from 'BB' and revising the recovery
rating to '3' from '2'.  The '3' recovery rating indicates S&P's
expectation for meaningful (in the upper half of the 50% to 70%
range) recovery in the event of a payment default.  These rating
actions stem solely from the application of S&P's revised recovery
criteria and do not reflect any change in its assessment of the
corporate credit ratings for issuers of the affected debt issues.

RATINGS LIST

Ravago Holdings America Inc.
Corporate Credit Rating                BB-/Stable

Issue-Level Rating Lowered; Recovery Rating Revised
                                       To               From
Ravago Holdings America Inc.
Senior Secured                         BB-              BB
Recovery rating                        3H               2H



RAYTRANS HOLDINGS: Ch. 7 Trustee Bid to Revive Clawback Suit Nixed
------------------------------------------------------------------
Jeff Montgomery, writing for Bankruptcy Law360, reported that a
bankrupt logistics company's creditor and a bankruptcy trustee lost
near-parallel attempts to revive an at least $6 million fraudulent
transfer suit, when the Delaware Supreme Court ruled that neither
have standing to make claims about a deal that involved only a
subsidiary, not the bankrupt company itself.  Writing for the
court, Justice James T. Vaughn Jr. said neither Spring Real Estate
LLC nor bankruptcy trustee David M. Klauder can pursue Echo/RT
Holdings LLC and Echo Global Logistics Inc. to recover funds.

The case before the Delaware Supreme Court is, DAVID M. KLAUDER, IN
HIS  CAPACITY  AS THE CHAPTER 7  TRUSTEE FOR THE BANKRUPTCY ESTATE
OF RAYTRANS HOLDINGS, INC., Cross-Plaintiff Below/ Appellants, and
SPRING REAL ESTATE, LLC d/b/a SPRING CAPITAL GROUP,  Plaintiff
Below/ Appellant, v. ECHO/RT HOLDINGS, LLC and ECHO GLOBAL
LOGISTICS, INC., Defendants and Cross- Defendants Below/ Appellees,
Case Number 133,2016 (Del.).

On October 31, 2012, Spring Real Estate, LLC d/b/a Spring Capital
Group commenced an action in the Delaware Court of Chancery against
Echo/RT Holdings, LLC -- Echo/RT -- and Echo Global Logistics, Inc.
Spring Capital's amended complaint asserts causes of action
against the Echo Defendants for (1) successor liability under the
de facto merger and continuation theories, (2) fraudulent transfer
under Delaware law, (3) fraudulent transfer under Illinois law, and
(4) a claim under the Illinois Business Corporation Act pertaining
to liability for merged or
consolidated companies.  The Amended Complaint added RayTrans
Holdings, Inc. -- Holdings -- as a nominal defendant (no
affirmative relief was sought against Holdings).  

All of Spring Capital's claims arose out of the Asset Purchase
Agreement dated June 9, 2009, entered into between Echo/RT, as
purchaser, Echo, solely as a guarantor of payments, RayTrans
Distribution Services, Inc., as seller, Holdings, as the sole
shareholder of RayTrans, and James Ray, as the sole stockholder of
Holdings.  

Shortly after the Amended Complaint was filed, Holdings filed a
voluntary
Chapter 7 bankruptcy petition in the United States Bankruptcy Court
for the
District of Delaware.  David M. Klauder was then appointed to serve
as Chapter 7 trustee for Holdings.   

The Echo Defendants filed a Motion to Dismiss Spring Capital's
First Amended Verified Complaint on May 1, 2013.  On the eve of
oral argument on Echo's Motion to Dismiss, the Trustee, on behalf
of Holdings, filed its Answer to Plaintiff's First Amended Verified
Complaint and Cross-Claims Against the Echo Defendants, asserting
the exact same two fraudulent transfer claims against Echo under
both Delaware and Illinois law that Spring Capital asserted in its
Amended Complaint.

The Chancery Court issued a Letter Opinion on December 31, 2013,
dismissing Spring Capital's First Amended Complaint in its entirety
and with prejudice.  Spring Capital filed a motion for
reconsideration, which the Echo Defendants opposed, and which the
Court denied.

The Trustee, realizing that the exact claims it had just filed
against the Echo
Defendants in this action were dismissed with no further recourse
for Spring
Capital, filed a Notice of Removal to the Delaware Bankruptcy Court
on April 10,
2014.  The Echo Defendants then filed a Motion to Remand the
Trustee's Cross-Claims back to the Court of Chancery for
determination, which the Bankruptcy Court granted, finding that
Holdings' attempt to remove this action to federal court was "a
clear case of forum shopping."

On November 3, 2014, the Trustee filed his Amended Verified Cross
Claims.  The Echo Defendants filed a Motion to Dismiss and on
February 18, 2016, the Chancery Court issued an Opinion and Order
granting the Echo Defendants' Motion to Dismiss the Trustee's
Amended Cross-claims.

Counsel to Echo/RT Holdings, LLC and Echo Global Logistics, Inc.:

     Scott B. Czerwonka, Esq.
     WILKS, LUKOFF & BRACEGIRDLE, LLC
     1300 N. Grant Avenue, Suite 100
     Wilmington, DE  19806
     Tel: (302) 225-0850


RITE AID: S&P Raises Rating on $500MM 2nd-Lien Bank Loan to BB-
---------------------------------------------------------------
S&P Global Ratings said that it has reviewed its recovery and
issue-level ratings for drug-store retailer Rite Aid Corp. that
were labeled as "under criteria observation" (UCO) after publishing
its 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 S&P's revising our ratings on the company's term
loan and guaranteed unsecured debt.  All other ratings are
unchanged.  The recovery rating on the term loan is revised to '1'
from '2L' and the issue-level rating is raised to 'BB-' from 'B+'.
The '1' recovery rating indicates S&P's expectation for very high
recovery (90% to 100%) in the event of a payment default.

S&P also revised its recovery ratings on the company's guaranteed
unsecured notes to '5H' from '6' and raised the issue-level rating
to 'B-' from 'CCC+'.  The '5' recovery rating reflects S&P's
expectation for modest recovery (10% to 30%; upper half of the
range) in a default scenario.

This rating action stem solely from the application of S&P's
revised recovery criteria and do not reflect any change in its
assessment of the corporate credit ratings for issuers of the
affected debt issues.

All ratings on the company, including the 'B' corporate credit
rating, remain on CreditWatch with positive implications, where
they were placed following the company's announcement that it
entered into a definitive agreement to be acquired by Walgreens
Boots Alliance Inc.  The transaction is pending regulatory review.

Ratings List

Issue Ratings Raised; Recovery Ratings Revised

                                      To             From
Rite Aid Corp.

Senior secured
$500 mil 2nd lien
   term bank ln due 2021       BB-/Watch POS      B+/WatchPOS
  Recovery rating                       1              2L
$470 mil 2nd lien
   bank ln due 2020            BB-/Watch POS      B+/Watch POS
  Recovery rating                       1              2L

Senior Unsecured
$907 mil 9.25% nts due2020     B-/WatchPOS      CCC+/Watch POS
  Recovery rating                       5H                6
$810 mil 6.75% sr nts due 2021
                               B-/Watch POS     CCC+/Watch POS
  Recovery rating                       5H                6
$1.8 bil 6.125% sr nts
   due 2023                    B-/Watch POS    CCC+/Watch POS
  Recovery rating                       5H                6

Ratings Affirmed
Rite Aid Corp.
Senior secured
$3 bil bank ln due 2020            BB-/Watch POS
  Recovery rating                       1

Senior Unsecured
$300 mil 7.70% deb due 2027      CCC+/Watch POS
  Recovery rating                       6
$150 mil 6.875% deb due 2028     CCC+/Watch POS
  Recovery rating                       6



SECURED ASSETS BELVEDERE: Court Allows Cash Collateral Use
----------------------------------------------------------
Judge Gregg W. Zive of the U.S. Bankruptcy Court for the District
of Nevada authorized debtor Secured Assets Belvedere Tower, LLC, to
use cash collateral, pursuant to the Stipulation between the Debtor
and Belvedere Debt Holdings, LLC.

The Stipulation authorized the Debtor to continue using cash
collateral in the ordinary course of business to pay for the
ordinary and necessary expenses, from Dec. 1, 2016 to Jan. 31,
2017.

The Budget provided for total operating expenses in the amount of
$89,887 for November 2016, $135,360 for December 2016, and $104,560
for January 2017.

A full-text copy of the Order, dated Dec. 12, 2016, is available at

http://bankrupt.com/misc/SecuredAssets2016_1651162gwz_142.pdf

            About Secured Assets Belvedere Tower

Reno, Nevada-based Secured Assets Belvedere Tower, LLC, filed a
chapter 11 petition (Bankr. D. Nev. Case No. 16-51162) on Sept. 19,
2016.  The petition was signed by Gregg Smith.  The Debtor is
represented by Elizabeth A. High, Esq., and Cecilia Lee, Esq., at
Davis Graham & Stubbs LLP.  The case is assigned to Judge Gregg W.
Zive.

The Debtor, a single asset real estate company, disclosed total
assets at $20.4 million and total liabilities at $18.5 million.


SERGIO JIMINEZ: Jan. 10 Disclosure Statement Hearing
----------------------------------------------------
Judge Laurel E. Davis of the U.S. Bankruptcy Court for the District
of Nevada conditionally approved Sergio Jimenez and Flores De
Jimenez L. Maria's Disclosure Statement describing their plan of
reorganization, dated Dec. 1, 2016.

Jan. 10, 2017 at 9:30 A.M., is fixed for the hearing on final
approval of the disclosure statement and for the hearing on
confirmation of the plan.

Jan. 3, 2017 is fixed as the last day for filing written
acceptances or rejections of the plan.

Jan. 3, 2017 is fixed as the last day for filing and serving
written objections to confirmation of the plan and to file all
declarations and evidence in support of said objection(s).

Jan. 9, 2017 is fixed as the last day for filing any response to
objections to the plan, to file points and authorities in support
of plan confirmation, and to file all declarations and evidence in
support of plan confirmation.

Sergio Jimenez and Flores De Jimenez L Maria filed with the U.S.
Bankruptcy Court for the District of Nevada an amended disclosure
statement and accompanying plan of reorganization, a full-text copy
of which is available for free at:

          http://bankrupt.com/misc/nvb16-11845-74.pdf

Under the Plan, the Debtors intend to pay all Secured Claim a fixed
monthly payment paid over 30 years and General Unsecured Claims a
pro rate share over the 5-year period.

Class 1 consists of the Secured Claim against Debtors' Investment
Property located at 6496 Heatherton Ave., LAs Vegas, Nevada.  The
Class One claim will be reamortized and rescheduled.  The interest
rate will be 5.25% pers annum (fixed).  Fixed monthly payment of
$1,207 paid over 30 years will begin 30 days after confirmation of
the Plan and continue for 30 years, when all such outstanding
amounts under the secured claim are to be paid in full.

Any amount of the original Class One claim that is deemed to be
unsecured will be converted to an Unsecured Claim and paid pro rate
with general unsecured creditors.

Class 2 consists of General Unsecured Claims against the Debtors
which includes the unsecured portion of Class One.  All Class 2
Creditors having filed proofs of claims by Aug. 10, 2016 or deemed
to have filed proof of claims, that are not disputed, contingent,
unliquidated, or otherwise approved by Order of the Court, will be
paid their pro rate share of $10,000 over the 5-year period
beginning on the date that the first payment is due under the
Plan.

Counsel for the Debtors:

     Michael J. Harker, Esq.
     THE LAW OFFICES OF MICHAEL J. HARKER
     2901 El Camino Ave., #200
     Las Vegas, NV 89102
     Telephone: (702) 248-3000
     Facsimile: (702) 425-7290
     E-mail: notices@harkerlawfirm.com

Sergio Jimenez and Flores De Jimenez L. Maria sought Chapter 11
protection (Bankr. D. Nev. Case No. 16-11845) on April 6, 2016.
The Debtors tapped Michael J. Harker, Esq., of The Lae Offices of
Michael J. Harker as counsel.


SEVENTY SEVEN: Strikes Merger Deal with Patterson-UTI
-----------------------------------------------------
Seventy Seven Energy Inc., a Delaware corporation, entered into an
Agreement and Plan of Merger with Patterson-UTI Energy, Inc., a
Delaware corporation, and Pyramid Merger Sub, Inc., a Delaware
corporation and a direct, wholly owned subsidiary of Patterson-UTI,
on December 12, 2016.

Patterson-UTI will acquire SSE in exchange for newly issued shares
of Patterson-UTI common stock, par value $0.01 per share.  The
Merger Agreement provides that, upon the terms and subject to the
conditions set forth therein, Merger Sub will be merged with and
into SSE, with SSE continuing as the surviving entity and a wholly
owned subsidiary of Patterson-UTI.

In a joint statement, the Companies said Patterson-UTI has the
financial resources to repay Seventy Seven Energy's indebtedness
through a combination of cash on hand, borrowing under its $500
million revolving credit facility, which is currently undrawn, and
through the use of a senior unsecured bridge financing commitment
in the amount of $150 million that Patterson-UTI has arranged in
connection with this transaction.

While Patterson-UTI has the financial resources to repay Seventy
Seven Energy's indebtedness, Patterson-UTI also expects to issue
additional equity in connection with closing the transaction in
order to maintain Patterson-UTI's historically conservative capital
structure.

The transaction is subject to customary regulatory approvals,
stockholder approval of both companies and other customary closing
conditions, and is expected to close late in the first quarter of
2017.

                      Terms of Merger Deal

Under the terms and conditions of the Merger Agreement, at the
effective time of the Merger, each issued and outstanding share of
SSE common stock, par value $0.01 per share, will be converted into
the right to receive a number of shares of Patterson-UTI Common
Stock equal to the exchange ratio, as described in the next
sentence. The exchange ratio will be equal to 49,559,000 shares of
Patterson-UTI Common Stock, divided by the total number of shares
of SSE outstanding or deemed outstanding immediately prior to the
effective time (including, among other things, shares issued upon
exercise of warrants to acquire SSE Common Stock and restricted
stock units that are exercised or deemed exercised).

In the event that any Series A warrants to acquire SSE Common Stock
are forfeited or net settled, such 49,559,000 shares of
Patterson-UTI Common Stock will be reduced by a number equal to (i)
the aggregate exercise price for the warrants that are forfeited or
net settled, divided by (ii) the volume weighted average price of a
share of Patterson-UTI Common Stock for the 10 consecutive trading
days immediately preceding the 3rd business day prior to the
closing. In no event will Patterson-UTI issue more than 49,559,000
of its shares as Merger Consideration. Annex A of the Merger
Agreement sets forth an illustrative calculation of the Exchange
Ratio.

In connection with the Merger, each SSE restricted stock unit award
granted prior to December 12, 2016 that is outstanding as of the
Effective Time will fully vest immediately prior to the closing of
the Merger and be treated as shares of SSE Common Stock and receive
the Merger Consideration in respect of each share of SSE Common
Stock subject to the award. In addition, at the Effective Time,
each SSE restricted stock unit award granted on or following
December 12, 2016 will be assumed by Patterson-UTI and converted
into a restricted stock unit award covering a number of shares of
Patterson-UTI Common Stock equal to (i) the number of shares of SSE
Common Stock subject to the award immediately prior to the
Effective Time, multiplied by (ii) the exchange ratio (discussed
above), rounded to the nearest whole share.

SSE and Patterson-UTI have agreed, subject to certain exceptions,
not to directly or indirectly solicit, initiate, facilitate,
knowingly encourage or induce or take any other action that could
be reasonably expected to lead to the making, submission, or
announcement of competing acquisition proposals.  With respect to
competing acquisition proposals, subject to certain exceptions,
both parties are also prohibited from furnishing any nonpublic
information, engaging in discussions or negotiations, entering into
a letter of intent or similar document, or otherwise approving,
endorsing or recommending a competing proposal. SSE and
Patterson-UTI have also agreed to cease all existing discussions
with third parties regarding any competing acquisition proposals.

Either party may, subject to the terms and conditions set forth in
the Merger Agreement, furnish information to, and engage in
discussions and negotiations with, a third party that makes an
unsolicited competing acquisition proposal if the board of
directors of such party determines in good faith, after
consultation with its outside counsel and its outside financial
advisor, that such competing acquisition proposal is or is
reasonably likely to result in a superior proposal, and that the
failure to take such action would be inconsistent with its
fiduciary duties under applicable law. Prior to the time that the
relevant stockholders approve the Merger Agreement (in the case of
SSE) or the issuance of Patterson-UTI Common Stock as Merger
Consideration, the board of directors of each of SSE and
Patterson-UTI may change its recommendation with respect to the
adoption of the Merger Agreement (in the case of SSE) or the
Patterson-UTI Stock Issuance (in the case of Patterson-UTI), in
each case, in response to a superior proposal or an intervening
event if the board of directors determines in good faith, after
consultation with its outside counsel, that, among other things,
the failure to do so would be inconsistent with its fiduciary
duties under applicable law and complies with certain other
specified conditions.

The completion of the Merger is subject to satisfaction or waiver
of certain closing conditions, including but not limited to: (i)
adoption of the Merger Agreement by SSE's stockholders and approval
of the Patterson-UTI Stock Issuance by Patterson-UTI's
stockholders, (ii) the expiration or termination of any waiting
period under the HSR Act, (iii) the absence of any law, order,
decree or injunction prohibiting the consummation of the Merger,
(iv) the effectiveness of the registration statement on Form S-4
pursuant to which the shares of Patterson-UTI Common Stock to be
issued as Merger Consideration will be registered, (v) approval for
listing on the Nasdaq Global Select Market of the shares of
Patterson-UTI Common Stock to be issued in connection with the
Merger subject to official notice of issuance, (vi) subject to
specified materiality standards, the accuracy of the
representations and warranties of each party, (vii) compliance by
each party in all material respects with its covenants, (viii)
receipt of a tax opinion from each party's counsel, dated as of the
closing date, to the effect that the merger will be treated as a
"reorganization" within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended, (ix) the absence of
material losses (as defined in the Merger Agreement) during the
interim period between the date of execution of the Merger
Agreement and the Effective Time that exceed, or would reasonably
be expected to exceed, individually or in the aggregate, $100
million with respect to SSE and its subsidiaries, and $300 million
with respect to Patterson-UTI and its subsidiaries, in each case,
net of certain insurance or indemnification proceeds and certain
other deductions, and (x) an amount of net debt (as defined in the
Merger Agreement) as of the closing date not exceeding $500 million
with respect to SSE and its subsidiaries, and $725 million (not
including debt incurred to refinance SSE's debt or pay for the
expenses of the transaction) with respect to Patterson-UTI and its
subsidiaries.

Upon termination of the Merger Agreement, if the stockholders of
either party does not provide the requisite approval, such party
must reimburse the expenses of the other party, capped at
$7,500,000. In certain circumstances, including if the board of
directors of SSE changes its recommendation or if the Merger
Agreement is terminated in certain circumstances and SSE enters
into an alternative acquisition transaction within 12 months of
termination, SSE may be required to pay Patterson-UTI a termination
fee of $40,000,000.

Patterson-UTI may be required to pay SSE a termination fee of
$100,000,000 in certain circumstances, including if the board of
directors of Patterson-UTI changes its recommendation as a result
of a Superior Parent Proposal or if the Merger Agreement is
terminated in certain circumstances and Patterson-UTI enters into
certain types of alternative acquisition transactions within 12
months of termination. In certain other circumstances,
Patterson-UTI may be required to pay SSE a termination fee of
$40,000,000. In no event will either party be entitled to receive
more than one expense reimbursement payment or more than one
termination fee payment to which either party is entitled.
The foregoing description of the Merger Agreement is only a
summary, does not purport to be complete, and is subject to, and
qualified in its entirety by reference to, the Merger Agreement.

A copy of the Merger Agreement is available at
https://is.gd/a7Qcnk

                         Voting Agreements

On December 12, concurrently with the execution of the Merger
Agreement, certain affiliates of Axar Capital Management, LLC, Blue
Mountain Capital Management, LLC and Mudrick Capital Management,
L.P. -- Voting Agreement Stockholder" -- which, together, hold
approximately 61% of the outstanding shares of SSE Common Stock,
entered into Voting and Support Agreements with Patterson-UTI in
connection with the Merger Agreement.

Among other things, each Voting Agreement requires that the Voting
Agreement Stockholder that is party to such Voting Agreement vote
or cause to be voted all SSE Common Stock owned by such Voting
Agreement Stockholder in favor of the Merger Agreement and against
alternative transactions. In the event that SSE's board of
directors changes its recommendation that SSE stockholders adopt
the Merger Agreement, all of the Voting Agreement Stockholders,
taken together, will only be required to vote shares that, in the
aggregate, represent 39.99% of the outstanding SSE Common Stock in
favor of the adoption of the Merger Agreement, with the Voting
Agreement Stockholders being able to vote the balance of their
shares of SSE Common Stock on such matter in each Voting Agreement
Stockholder's sole discretion.

Subject to certain exceptions, each Voting Agreement also contains
prohibitions applicable to each Voting Agreement Stockholder that
are consistent with the non-solicitation provisions of the Merger
Agreement. Pursuant to each Voting Agreement, each Voting Agreement
Stockholder is restricted from selling or transferring SSE Common
Stock owned by such Voting Agreement Stockholder, subject to
certain exceptions.

Except in certain instances, the expiration date of each Voting
Agreement will terminate upon the earliest to occur of (i) the
consummation of the Merger, (ii) six months following the date of
termination of the Merger Agreement, if such termination is a
result of (a) a change in recommendation by SSE's board of
directors, (b) SSE failing to include the recommendation of its
board of directors in the joint proxy statement in breach of the
Merger Agreement, (c) a material breach by certain of SSE's
affiliates of the non-solicitation covenant in the Merger
Agreement, (d) a material breach by SSE of its covenant related to
the SSE special meeting, or (e) if the requisite approval of
adoption of the Merger Agreement from SSE stockholders is not
obtained, (iii) the termination of the Merger Agreement if such
termination is not made pursuant to (ii) above, and (iv) with
respect to each Voting Agreement Stockholder, the entry into,
without the prior written consent of such Voting Agreement
Stockholder, any decrease in or change in composition of the Merger
Consideration.

Each Voting Agreement restricts the Voting Agreement Stockholders
from transferring Patterson-UTI Common Stock for the period
commencing on the closing date of the Merger Agreement and ending
on the earlier to occur of: (i) 30 days following the date that
Patterson-UTI raises $400 million in gross proceeds through equity
issuances or the incurrence of long-term debt and (ii) 90 days
following the closing date of the Merger; provided, that if the
30-day period referred to in clause (i) expires prior to the
closing date of the Merger, then the Voting Agreement Stockholders
will not be subject to any post-closing transfer restrictions with
respect to Patterson-UTI Common Stock.

Copies of the Voting Agreements are available at:

     https://is.gd/Bfryz5
     https://is.gd/zchStk
     https://is.gd/hjFx2J

SSE is represented in the deal by:

     Wachtell, Lipton Rosen & Katz
     51 W 52nd Street
     New York, NY 10019
     Attention: Project Egypt
     Fax no.: (212) 403-2000
     E-mail: Egypt067140001@wlrk.com

Patterson-UTI Energy is represented in the deal by:

     Stephen M. Gill, Esq.
     Douglas E. McWilliams, Esq.
     Vinson & Elkins LLP
     1001 Fannin Street, Suite 2500
     Houston, TX 77002
     Fax: (713) 615-5956
     E-mail: SGill@velaw.com
             DMcWilliams@velaw.com

Patterson-UTI provides contract drilling and pressure pumping
services in North America.

                   About Seventy Seven Energy

Seventy Seven Operating LLC (SSO) is the primary operating
subsidiary of Seventy Seven Energy Inc. (OTCPK:SVNT), an oilfield
services company based in Oklahoma City, OK.  SSE, through SSO and
its subsidiary companies owns and operates drilling rigs, pressure
pumping equipment and other oilfield services assets and operates
primarily in the Midcontinent and the Permian, Haynesville, Eagle
Ford and Appalachian basins.

Each of Seventy Seven Finance Inc., Seventy Seven Energy Inc.,
Seventy Seven Operating LLC, Great Plains Oilfield Rental, L.L.C.,
Seventy Seven Land Company LLC, Nomac Drilling, LLC, Performance
Technologies, L.L.C., PTL Prop Solutions, L.L.C., SSE Leasing LLC,
Keystone Rock & Excavation, L.L.C. and Western Wisconsin Sand
Company, LLC filed a voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case Nos. 16-11409 to 16-11419,
respectively) on June 7, 2016.  The Debtors listed total assets  of
$1.77 billion and total liabilities of $1.72 billion.

The Debtors engaged Baker Botts LLP as general bankruptcy counsel;
Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Lazard Freres &
Co. LLC as investment banker; Alvarez & Marsal as restructuring
advisor; and Prime Clerk LLC as notice, claims and balloting
agent.

Judge Laurie Selber Silverstein handled the Chapter 11 cases.

The Delaware Bankruptcy Court on July 14, 2016, issued an order
confirming the Joint Pre-packaged Plan of Reorganization of the
Debtors. On August 1, 2016, the Plan became effective pursuant to
its terms and the Debtors emerged from their Chapter 11 cases.

The Plan contemplated the payment in full in the ordinary course
of
all trade creditors and other general unsecured creditors; the
exchange of the full $650.0 million of the 2019 Notes into 96.75%
of new common stock issued in the reorganization; the exchange of
the full $450.0 million of the 2022 Notes for 3.25% of the New
Common Stock as well as warrants exercisable for 15% of the New
Common Stock at predetermined equity values; the issuance to
existing common stockholders of two series of warrants exercisable
for an aggregate of 20% of the New Common Stock at predetermined
equity values; the maintenance of the Company's $400.0 million
existing secured Term Loan while the lenders holding Term Loans
(i)
received (a) payment of an amount equal to 2% of the Term Loans;
and (b) as further security for the Term Loans, second-priority
liens and security interests in the collateral securing the
company's New ABL Credit Facility.  The Plan effectuated, among
other things, a substantial reduction in the Company's debt,
including $1.1 billion in the aggregate of the face amount of the
2019 Notes and 2022 Notes.

In support of the Plan, the enterprise value of the Successor
Company was estimated and approved by the Bankruptcy Court to be
in
the range of $700 million to $900 million. The Company used the
high end of the Bankruptcy Court-approved enterprise value -- $900
million -- as estimated enterprise value.

                            *     *     *

In a November 2016 statement, Moody's Investors Service said it
has
assigned a Caa1 rating on Seventy Seven Operating LLC's senior
secured 1st lien term loan due 2020.  SSO is the primary operating
subsidiary of SSE.  SSO has a Corporate Family Rating of Caa1 from
Moody's.

S&P Global Ratings assigned a 'CCC+' corporate credit rating on
SSE
following the Company's Chapter 11 exit.  S&P said in an August
2016 statement it views SSE's business risk as vulnerable.  S&P
continues to assess SSE's financial risk profile as highly
leveraged, reflecting funds from operations (FFO) to debt of less
than 5% this year, although credit metrics have improved as a
result of the $1.1 billion reduction in debt.  S&P views SSE's
liquidity as adequate.


SHANGOL INC: Hires Sanjay Gupta as Realtor
------------------------------------------
Shangol, Inc., seeks authorization from the U.S. Bankruptcy Court
for the District of New Jersey to retain Sanjay Gupta as realtor.

The Debtor requires the services of a real estate broker in
connection with the sale of the Debtor's property located at 609
Eagle Rock Avenue, West Orange, New Jersey 07052.

Sanjay Gupta will market the property, qualify potential buyers,
assist with the sale negotiations, coordinate the closing of title
and provide other similar services if requested by the Debtor.

Sanjay Gupta will charges his services from commission of 2% of the
purchase price.

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

Sanjay Gupta may be reached at:

      Sanjay Gupta
      Annapurna Realty LLC
      295 Route 46 W, Suite 206
      Fairfield, NJ 07004

                    About Shangol Inc.

Shangol Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. N.J. Case No. 16-29313) on October 9, 2016.  The
petition was signed by Albert Nazarian, president.  

The case is assigned to Judge Stacey L. Meisel.  David L. Stevens,
Esq., at Scura, Wigfield, Heyer & Stevens, LLP represents the
Debtor.

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



SHERIDAN FUND I: S&P Raises ICR to 'CCC+' on $216MM Capital Raise
-----------------------------------------------------------------
S&P Global Ratings said it raised its long-term issuer credit
ratings on Sheridan Production Partners I-A, Sheridan Investment
Partners I, and Sheridan Production Partners I-M (collectively
referred to as "Sheridan Fund I") to 'CCC+' from 'CCC-'.  The
outlook is negative.

At the same time, S&P raised its issue ratings on both of the
first-lien senior secured term loan tranches to 'B' from 'D'.  The
recovery rating on the term loans remains '1', indicating S&P's
expectations for very high recovery to the creditors in the event
of a payment default, and S&P's view that the company will no
longer prepay this debt at below par value.  S&P also raised the
ratings on the fund's revolving credit facilities to 'B' from
'CCC+'.

"The upgrade reflects Sheridan Fund I's $216 million capital raise
from existing limited partners, the payments to regain compliance
with its borrowing base, and the amendments of the company's credit
facilities, which provide for new asset and interest coverage
covenants and a borrowing base holiday," said S&P Global Ratings
credit analyst Trevor Martin.

S&P downgraded Sheridan Fund I to 'SD' in February 2016 based on
continued prepayments of the term loan below par.  S&P viewed the
payments as a de-facto restructuring and tantamount to a default
because lenders received less than they were originally promised.
Accordingly, S&P lowered the rating on the senior secured term loan
tranches to 'D' and the rating on the revolving credit facilities
to 'CCC+' (there were no discounted prepayments of the revolving
credit facility at the time) based on S&P's view of the recovery
prospects on the debt.  Shortly thereafter, S&P raised the issuer
credit rating to 'CCC-', but it left the rating on the term loans
at 'D' because of S&P's expectations of continued below-par
prepayments.

Based on the updated borrowing base in July 2016 and the December
amendment, the company had to reduce debt below $695 million, and
it had a $150 million bullet payment due on Dec. 15, 2016.  Lacking
the liquidity to address the payments, the company raised $216
million of equity capital from existing LPs and agreed to an
amendment to the credit facility, which includes a borrowing base
holiday until February 2018 and new asset coverage and interest
coverage thresholds.  As a result of the capital raise, the company
was able to reduce debt to $685 million as of Dec. 5, 2016.
According to the amendments, the company must maintain 1.375x asset
coverage of its debt (for the revolver) based on a PV-9 valuation
of its proved reserves and 2.1x and 2.25x interest coverage for the
term loan and revolver, respectively, until June 2017.  The
interest coverage threshold declines quarterly until the end of
2017, before increasing steadily back to 2.1x as of June 30, 2019.

Despite the company's improved liquidity given the amendments, S&P
believes leverage, as measured by debt to EBITDA, will remain well
above 10x, which is high relative to peers' and which S&P views as
unsustainable. Although a portion of the company's production
remains hedged, the prices locked in by the hedges decline
significantly in 2017, which S&P estimates will hurt the company's
cash flows.

The negative outlook reflects the risks that S&P sees from high
leverage and the potential for liquidity to deteriorate.  S&P
expects EBITDA to decline because the company's more profitable
hedges are rolling off, which will keep leverage elevated despite
debt reductions.  And over the next 12 months, S&P expects the pace
of debt reduction to slow given the company's borrowing base
holiday.

S&P could lower the ratings if the company comes closer to its
asset coverage ratios and interest coverage ratios stated in the
amended agreements.  While S&P believes the current 20% cushion
relative to these ratios is ample, it may downgrade if the cushion
declines to less than 10%.

S&P does not believe an upgrade is likely in the near term.
However, S&P could raise the ratings if the fund maintains
sufficient liquidity to meet upcoming demands and reduces leverage
such that debt to EBITDA is closer to 5.0x or funds from operations
to debt approaches 12%.


SHORELINE ENERGY: Hires Walker as Conflicts & Special Counsel
-------------------------------------------------------------
Shoreline Energy LLC and its debtor-affiliates seek permission from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ Jackson Walker LLP as conflicts and special corporate
counsel for Debtors.

The Debtors require Jackson Walker to:

       a. provide legal advice and services on any matter on which
Jones Day may have a conflict, or as needed based on specialization
and local practices;

       b. perform all other services assigned by the Debtors to the
Firm as conflicts bankruptcy co-counsel and special corporate
counsel to the Debtors; and

       c. continue to represent the Debtors in corporate matters on
the same basis as prior to the Petition Date.

Jackson Walker lawyers who will work on the Debtors' cases and
their hourly rates are:

       Patricia B. Tomasco           $750
       David Parrish                 $695
       Matthew D. Cavenaugh          $545
       Collin M. Baker               $515
       Jennifer F. Wertz             $465
       Attorneys                     $275 to $745
       Paralegal                     $175-250

In the one year prior to the Petition Date, the Firm received
payment for professional services rendered in the ordinary course
of business for corporate matters, in the aggregate amount of
$173,791.50.

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

Patricia B. Tomasco, Esq., partner in the law firm of Jackson
Walker LLP, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.

The following is provided in response to the request for additional
information set forth in D1 of the U.S. Trustee's Appendix B
Guidelines:

      -- The Firm and the Debtors have not agreed to any variations
from, or alternatives to, the Firm's standard billing arrangements
for this engagement. The rate structure provided by the Firm is
appropriate and is not significantly different from (a) the rates
that the Debtor charges for other non-bankruptcy representations or
(b) the rates of other comparably skilled professionals.

       -- The hourly rates used by the Firm in representing the
Debtors are consistent with the rates that the Firm charges other
comparable chapter 11 clients, regardless of the location of the
chapter 11 case.

       -- Patricia B. Tomasco's hourly rate is $750, David
Parrish's hourly rate is $695, Matthew D. Cavenaugh's hourly rate
is $565, Collin M. Baker's hourly rate is $515, and Jennifer F.
Wertz's hourly rate is $465. The rates of other attorneys in the
Firm range from $275 to $745 an hour, and paralegal and
paraprofessional rates range from $175 to $250 an hour. The Firm
represented the Debtors during the 12-month period before the
Petition Date, using the foregoing hourly rates, which were
adjusted as of October 1, 2016 in accordance with the Firm's annual
rate adjustment.

        -- As of the filing of the Application, the Debtors have
not yet approved the Firm's budget and staffing and plan.

Jackson Walker can be reached at:

        Patricia B. Tomasco, Esq.
        Jackson Walker LLP
        1401 McKinney Street, Suite 1900
        Houston, TX 77010
        Tel: (713) 752-4200
        Fax:(713) 752-4221

                   About Shoreline Energy

Headquartered in Houston, Texas, oil and gas exploration and
production company Shoreline Energy LLC and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Tex. Lead Case No. 16-35571) on November 2, 2016.  The petitions
were signed by Randy E. Wheeler, vice-president and secretary.

Judge David R. Jones presides over the case.  Jones Day serves as
counsel to the Debtors.  Imperial Capital, LLC, is the Debtors'
investment banker.  Prime Clerk LLC is the Debtors' claims and
noticing agent.

The Debtors estimated assets and liabilities at between $100
million and $500 million each.

The Office of the U.S. Trustee appointed three creditors to serve
on the official committee of unsecured creditors.


SINCLAIR TELEVISION: S&P Rates New $1.37BB Term Loan 'BB+'
----------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '1'
recovery rating to Sinclair Television Group Inc.'s proposed $1.37
billion senior secured term loan B-2 due in 2024.  The '1' recovery
rating indicates S&P's expectation for very high recovery
(90%-100%) of principal in the event of a payment default.

Sinclair is a wholly owned subsidiary of Hunt Valley, Md.-based
television broadcaster Sinclair Broadcast Group Inc.  The company
expects to use the net proceeds to repay its existing term B loans.
As a result, S&P expects that leverage, based on
average-eight-quarter EBITDA, will remain around 5x.  S&P also
expects that leverage will decline to under 5x over the next two
quarters due to EBITDA growth from higher political advertising and
retransmission revenue.  S&P also expects that leverage will remain
below 5.5x.

RATINGS LIST

Sinclair Broadcast Group Inc.
Corporate Credit Rating                     BB-/Stable/--

New Ratings

Sinclair Television Group Inc.
Senior Secured
$1.37 bil term B-2 bank ln due 2024        BB+
  Recovery Rating                           1


SOUTHERN TAN: Can Use IRS Cash Collateral on Interim Basis
----------------------------------------------------------
Judge Robert D. Berger of the U.S. Bankruptcy Court for the
District of Kansas authorized Southern Tan, Inc., to use cash
collateral on an interim basis.

The Debtor is indebted to the Internal Revenue Service, pursuant to
a filed lien.  The IRS holds a security interest in and liens upon
the Debtor's accounts receivables.  The Debtor's cash, inventory,
and accounts receivable constitute cash collateral.

The IRS is granted a replacement lien in post-petition cash
collateral of the Debtor, to the same extent that the IRS has a
valid lien on prepetition collateral.

The Debtor is directed to make monthly adequate protection payments
to the IRS in the amount of $1,400 beginning on January 1, 2017,
until confirmation of the Debtor's Plan of Reorganization.  The
Debtor is further directed to maintain its cash, accounts, accounts
receivable, and inventory in the sum of at least $40,000.

Judge Berger acknowledged that the Debtor has no source of income
other than from the operation of its businesses and the collection
of its accounts.  He further acknowledged that if the Debtor is not
allowed to use cash collateral in the ordinary course of business,
it will be unable to pay its operating and business expenses, thus
effectively precluding its orderly reorganization in the chapter 11
proceedings and causing imminent and irreparable harm to its
Bankruptcy Estate.

The final hearing on the Debtor's Motion is scheduled on Jan. 26,
2017 at 1:30 p.m.

A full-text copy of the Interim Order, dated Dec. 12, 2016, is
available at
http://bankrupt.com/misc/SouthernTan2016_1622397_26.pdf

                About Southern Tan, Inc.

Southern Tan, Inc., filed a chapter 11 petition (Bankr. D. Kan.
Case No. 16-22397) on Dec. 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.


SOUTHERN TAN: Seeks to Hire Evans & Mullinix as Legal Counsel
-------------------------------------------------------------
Southern Tan, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Kansas to hire legal counsel.

The Debtor proposes to hire Evans & Mullinix, P.A. to give 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:

     Colin Gotham        $250
     Richard Wallace     $200
     Thomas Mullinix     $300
     Joanne Stutz        $250
     Paralegals          $100

Evans & Mullinix does not represent any interest adverse to
the Debtor or its bankruptcy estate, and is "disinterested" as
defined in section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Colin N. Gotham, Esq.
     Evans & Mullinix, P.A.
     7225 Renner Road, Suite 200
     Shawnee, KS 66217
     Phone: (913) 962-8700
     Fax: (913) 962-8701
     Email: cgotham@emlawkc.com

                    About Southern Tan Inc.

Southern Tan, Inc. filed a Chapter 11 petition (Bankr. D. Kan.
Case No. 16-22397) on December 6, 2016.  The Debtor operates three
tanning salons within the Kansas City area.


SPRINT CORP: S&P Lowers Rating on $3.3BB Credit Facility to 'B+'
----------------------------------------------------------------
S&P Global Ratings said that it has reviewed all the recovery and
issue-level ratings on Sprint Communications Inc. that were labeled
as "under criteria observation" (UCO) after publishing its 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 are lowering the ratings on the company's
$3.3 billion senior unsecured revolving credit facility due 2018,
the $1 billion of 7% guaranteed notes due 2020, and the $3 billion
of 9% guaranteed notes due 2018 to 'B+' from 'BB-'.  S&P also
revised the recovery rating on this debt to '2' from '1'.

Although S&P's recovery analysis still suggests a higher recovery
on this debt, its revised criteria includes a new cap on recovery
ratings at '2' for most unsecured debt issued by companies with a
corporate credit rating of 'B+' or lower.  This cap is intended to
capture the still meaningful risk that companies may change their
capital structure prior to default in ways that could impair
unsecured recovery prospects.  The '2' recovery rating indicates
S&P's expectation for substantial (upper half of the 70%-90% range)
recovery in the event of payment default.  S&P's valuation at
emergence has not changed.

These ratings actions stem solely from the application of S&P's
revised recovery criteria and do not reflect any change in its
assessment of the corporate credit rating or overall performance of
the company.

RATINGS LIST

Sprint Corp.
Corporate Credit Rating                 B/Stable/--

Downgraded; Recovery Rating Revised

Sprint Corp.
                                         To              From
Senior Unsecured                        B+              BB-
  Recovery Rating                        2H              1

Ratings Affirmed

Sprint Corp.
Sprint Communications Inc.
Sprint Capital Corp.
Senior Unsecured                        B
Recovery Rating                         4L


STEELCORE CAPITAL: Court Confirms Ch. 11 Liquidation Plan
---------------------------------------------------------
Judge Mary Kay Viskocil of the U.S. Bankruptcy Court for the
Southern District of New York on December 14, 2016, approved, on a
final basis, the first amended joint disclosure statement
explaining Steelcore Capital Master Fund, L.P., and Steelcore
Capital, LP's first amended joint Chapter 11 liquidating plan dated
Nov. 28, 2016, and confirmed the liquidation plan.

As reported by the Troubled Company Reporter, the Plan proposes to
pay to each holder of a Class 2 General Unsecured Claim 100% of the
amount of their allowed claim, without interest, in cash form the
plan distribution fund on the Effective Date or as soon thereafter
as is practicable, in full and final satisfaction of its claims as
against the Debtors.

The Plan provides that Class 3 consists of the holders of interests
in the Debtors.  Class 3 Interests are held 100% by SteelCore
Capital GP, LLC, of which Joseph Stechler, the Debtors' manager and
principal partner, will be the sole member.  Class 3 Interests will
receive the balance of the plan distribution fund, after
distribution in full to all allowed unclassified, administrative,
Class 1 and Class 2 claims and the post-confirmation reserve.
Class 3 Interests  are unimpaired under the Plan and are deemed to
accept the Plan.

The Plan will be solely funded with the Plan Distribution Fund,
which will be held and distributed by DelBello Donnellan Weingarten
Wise & Wiederkehr, LLP, in accordance with the terms of the Plan.
The cash required to be distributed to holders of allowed claims
under the Plan will be distributed by the Disbursing Agent on the
later of these dates: (i) on, or shortly after, the later of the
Effective Date to the extent the claim has been allowed or (ii) to
the extent that a claim becomes an allowed claim after the
Effective Date, within 10 days after the order allowing the claim
becomes a final court order.

The First Amended Disclosure Statement is available at:

           http://bankrupt.com/misc/nysb16-11936-58.pdf

                   About SteelCore Capital

SteelCore Capital Master Fund, L.P., and SteelCore Capital, LP,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y Case Nos. 16-11936 and 16-11937) on July 5, 2016.  The
petition was signed by Joseph Stechler, managing member of
SteelCore Capital GP LLC, general partner.

The Debtors hired DelBello Donnellan Weingarten Wise & Wiederkehr,
LLP, as counsel.  EisnerAmper, LLP, serve as the Debtors'
accountants.

The case is assigned to Judge Mary Kay Vyskocil.

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

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


STONE ENERGY: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                            Case No.
     ------                                            --------
     Stone Energy Corporation                          16-36390
     625 E. Kaliste Saloom Rd.
     Lafayette, LA 70508

     Stone Energy Offshore, L.L.C.                     16-36391
     Stone Energy Holding, L.L.C.                      16-36392

Type of Business: An independent oil and natural gas company
                  engaged in the acquisition, exploration,
                  exploitation, development and operation of
                  oil and gas properties primarily in the Gulf of
                  Mexico Basin and Appalachia

Chapter 11 Petition Date: December 14, 2016

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

Judge: Hon. Marvin Isgur

Debtors'
General
Counsel:          David S. Heller, Esq.
                  Josef S. Athanas, Esq.
                  LATHAM & WATKINS LLP
                  330 North Wabash Avenue, Suite 2800
                  Chicago, IL 60611
                  Tel: (312) 876-7700
                  Fax: (312) 993-9767
                  E-mail: josef.athanas@lw.com
                          david.heller@lw.com

                     - and -

                  Michael E. Dillard, Esq.
                  LATHAM & WATKINS LLP
                  811 Main Street, Suite 3700
                  Houston, TX 77002
                  Tel: (713) 546-5400
                  Fax: (713) 546-5401
                  E-mail: michael.dillard@lw.com
                  
Debtors' Local
Counsel:          John F Higgins, IV, Esq.
                  PORTER HEDGES LLP
                  1000 Main St, Ste 3600
                  Houston, TX 77002-6336
                  Tel: 713-226-6648
                  Fax: 713-226-6248
                  E-mail: jhiggins@porterhedges.com

                    - and -

                  Joshua W. Wolfshohl, Esq.
                  PORTER HEDGES LLP
                  1000 Main, 36th Floor
                  Houston, TX 77002
                  Tel: 713-226-6000
                  Fax: 713-228-1331
                  E-mail: jwolfshohl@porterhedges.com

Debtors'          
Financial
Advisor:          ALVAREZ & MARSAL NORTH AMERICA, LLC

Debtors'           
Investment
Banker:           LAZARD FRERES & CO. LLC

Debtors'          
Claims,
Noticing,
Soliciting
& Balloting
Agent:            EPIQ BANKRUPTCY SOLUTIONS, LLC

Total Assets: $1.23 billion as of Sept. 30, 2016

Total Debt: $1.75 billion as of Sept. 30, 2016

The petitions were signed by Kenneth H. Beer, executive vice
president and chief financial officer.

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
The Bank of New York Mellon       7.5% Senior Notes  $775,000,000
Trust Company, N.A.                    Due 2022
601 Travis Street
16th Floor
Houston, TX 77002
Attn: Moses Ballenger
Client Service Manager
Tel: 713-483-6674
Fax: 713-483-6979
Email: mosestidwell.ballenger@bnymellon.com

The Bank of New York Mellon         1.75% Senior     $300,000,000
Trust Company, N.A.                 Convertible
601 Travis Street                  Notes Due 2017
16th Floor
Houston, TX 77002
Attn: Moses Ballenger
Client Service Manager
Tel: 713-483-6674
Fax: 713-483-6979
Email: mosestidwell.ballenger@bnymellon.com

Michael Broussard, et al. v.         Litigation      Undetermined
Dynamic Exploration Partners,
LLC, et al. Case No. 98658
365 Canal Street, Suite 2850
New Orleans, LA 70130
Attn: Michael C. Stag, Esq.
Tel: 504-593-9600
Fax: 504-593-9601
Email: mstag@smithstag.com

Hunt Oil Company                     Prepaid JIBS    Undetermined
1900 North Akard Street
Dallas, TX 75201-2300
Attn: Steve Suellentrop
      President
Tel: 214-978-8000
Fax: 214-978-8888
Email: northamerica@huntoil.com

Office of Natural Resources             Royalty      Undetermined
Revenue
Bldg 53, Entrance E-20
Denver Federal Center
Sixth Ave and Kipling St.
Denver, CO 80225
Attn: Julie Barcelona
Financial Services/
Debt Collection
Tel: 303-231-3206
Fax: 303-231-3372
Email: julie.barcelona@onrr.gov

Talos Energy                          Post Closing   Undetermined
500 Dallas St., Suite 2000             Liability
Houston, TX 77002
Attn: Tim Duncan
President
Tel: 713-328-3000
Fax: 713-351-4100
Email: tduncan@talosenergyllc.com

Figueroa Partners LP                    P&A Escrow       $804,571
865 S. Figueroa St. #1500
Los Angeles, CA 90017
Steven D. Holtzman
Partner
Tel: 213-891-6310

Bristow US LLC                         Trade Payable     $426,408
Email: global.communications@bristowgroup.com

P2ES Holdings LLC                      Trade Payable     $279,337

Rita Cain Sherman                        Royalty     Undetermined

WACO Oil and Gas, Inc.                   Royalty     Undetermined
Email: Doug.Morris@wacowv.com

B & J Martin Inc.                      Trade Payable     $210,402
Email: beau@bjmartininc.com

Gulf Offshore Logistics LLC            Trade Payable     $198,219
(GOL LLC)
Email: hr@gulf-log.com

Chesapeake Appalachia LLC                Royalty      Undetermined

Lone Wolfe Natural Resource           Trade Payable       $181,799
Service Inc

PA Dept of Environmental                Litigation    Undetermined
Protection, Bureau of Oil &
Gas Mgmt
Email: Hartzell.andy@epa.gov

Allison Offshore Services II LLC      Trade Payable       $163,757

Safety Management Systms LLC          Trade Payable       $155,116

Quality Construction &                Trade Payable       $137,104
Production LLC
Email: bperrin@qualitycompanies.com

Rignet Inc.                           Trade Payable       $129,620

Odyssea Marine Inc.                   Trade Payable       $119,050
Email: info@odysseamarine.com

Hornbeck Offshore Services LLC        Trade Payable       $115,000
Email: ir@hornbeckoffshore.com

Mills Wetzel Lands Inc.                  Royalty      Undetermined

The Nacher Corporation                Trade Payable       $108,194

Wood Group PSN Inc.                   Trade Payable        $88,266
Email: wgpsn.communications@woodgroup.com

Greenes Energy Group LLC              Trade Payable        $85,465

Gulf South Services Inc.              Trade Payable        $77,706
Email: info@gssimail.net

Linear Controls Inc.                  Trade Payable        $76,814
Email: andre.clemons@linearcontrols.net

USA Compression Partner               Trade Payable        $67,200

Water Energy Services LLC             Trade Payable        $64,323


SUNCOAST LED: Disclosure Statement Hearing Set for Jan 9
--------------------------------------------------------
The Hon. Catherine Peek McEwen of the U.S. Bankruptcy Court for the
Middle District of Florida issued an order conditionally approving
the amended disclosure statement and accompanying plan of
reorganization filed by Suncoast LED Displays, LLC.

Any written objections to the Disclosure Statement will be filed
with the Court and served no later than Jan. 3, 2017.

The Court will conduct a hearing on confirmation of the Plan,
including timely filed objections to confirmation, objections to
the Disclosure Statement, motions for cramdown, applications for
compensation, and motions for allowance of administrative claims on
Jan. 9, 2017, at 11:15 A.M. in Tampa, FL− Courtroom 8B, Sam M.
Gibbons United States Courthouse, 801 N. Florida Avenue .

Parties in interest will submit their written ballot accepting or
rejecting the Plan no later than Jan. 3, 2017.

Objections to confirmation shall be filed with the Court and served
no later than Jan. 3, 2017.

Suncoast LED Displays LLC sought protection under Chapter 11 of
the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-05408) on June 23,
2016.


SUTTON 58 OWNER: Lenders to Take Over Manhattan Development
-----------------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal Pro Bankruptcy,
reported that the site of a proposed 950-foot residential tower on
Manhattan's East Side will be taken over by its lenders for $86
million in a sign of softening in the city's luxury residential
market.

According to the report, lenders led by veteran real estate
developer and financier N. Richard Kalikow outbid fellow developer
Shifra Hager at an auction held on Dec. 13 in Manhattan for the
land and other rights assembled for the tower.  Mr. Kalikow, who is
owed more than $180 million on loans made to fund the project, will
forgive a portion of that debt in exchange for the assets, the
report related.

In relation to the sale, the lenders have agreed to pay another $12
million toward an existing commitment to purchase additional air
rights for the project, the report further related.

The Troubled Company Reporter, citing WSJ, previously reported that
David Schechtman, a Meridian Investment Sales broker handling the
267,000 square foot project, said a number of "credible and very
accomplished developers" are looking at the land and other rights
assembled for the building and that he is expecting the project to
bring more than $700 a square foot.

The WSJ pointed out that the sale effectively brings to a close a
bitter bankruptcy court battle between Mr. Kalikow's Gamma Real
Estate and the original developer of the site, Joseph Beninati's
Bauhouse Group.

According to WSJ, U.S. Bankruptcy Judge Sean Lane recently
dismissed allegations that Mr. Beninati levied against Mr. Kalikow
and others in a lawsuit filed in July.  Mr. Beninati alleged Mr.
Kalikow and members of his family concocted a scheme to "wrest
control of the billion dollar project" and "reap the greedy reward
of all its profit," the report related.

                   About BH Sutton Mezz LLC and
                       Sutton 58 Owner LLC

New York City-based BH Sutton Mezz LLC filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 16-10455) on Feb. 26, 2016.
The petition was signed by Herman Carlinsky, president.  The Hon.
Sean H. Lane presides over the case.  Joseph S. Maniscalco, Esq.,
at Lamonica Herbst & Maniscalco, LLP, represents BH Sutton in its
restructuring effort.  The Debtor estimated assets at $100 million
to $500 million and debts at $10 million to $50 million.

Sutton 58 Owner LLC filed a separate Chapter 11 bankruptcy
petition
(Bankr. S.D.N.Y. Case No. 16-10834) on April 6, 2016.  Sutton
Owner
estimated assets at $100 million to $500 million and debts at $100
million to $500 million.  Sutton Owner's business consists of the
ownership and operation of these real properties: (a) 428, 430 and
432 East 58th Street, New York, New York, 10022, including all air
rights and inclusionary air rights related thereto; and (b) the
cooperative apartments identified as 1R, 2D and 2N located at 504
Merrick Road, Lynbrook, New York 11583.  Sutton Owner seeks to
retain Joseph S. Maniscalco, Esq., and Jordan C. Pilevsky, Esq.,
at
Lamonica Herbst & Maniscalco, LLP, as its counsel.

Both cases are jointly administered.


SYDELL INC: Can Use Cash Collateral on Final Basis Until March 31
-----------------------------------------------------------------
Judge Paul W. Bonapfel of the U.S. Bankruptcy Court for the
Northern District of Georgia authorized Sydell, Inc. d/b/a Spa
Sydell, to use cash collateral on a final basis through March 31,
2017.

The holders of secured claims against the Debtor who may assert an
interest in the Debtor's cash collateral are:

     (1) the Internal Revenue Service, based on a series of Federal
Tax Liens, which asserts a secured claim in the amount of
$3,362,238; and

     (2) American Express Bank, FSA, which asserts a secured claim
in the amount of $25,993.

The State of Georgia Department of Labor asserts only a priority
unsecured claim.  Merchant Capital Source, LLC, while having filed
a UCC-1 financing statement listing Receivables as defined by
contract as collateral, did not appear in the case and the Debtor
contended that it is not aware of a contract with Merchant Capital
Source that defines the term Receivables.

The approved budget covers a period of 13 weeks, beginning on the
week ending Jan. 6, 2016 and ending on March 31, 2017.  The budget
provides for total expenses in the amount of $1,160,000.

The IRS and American Express Bank are granted a valid, attached,
enforceable, perfected and continuing security interest and lien
upon all post-petition assets of the Debtor, of the same type and
to the same extent as the collateral securing the Debtor's
indebtedness to such creditor prior to the Petition Date.

The postpetition collateral and any security interests and liens
granted to the IRS and American Express Bank, FSB, will be subject
to:

     (1) any unpaid fees of the Clerk of Court;

     (2) any unpaid fees of the United States Trustee; and

     (3) a carve-out in the aggregate amount not to exceed $90,000
for allowed unpaid fees and expenses payable to the professionals
for the Debtor and if appointed, a Committee or counsel retained by
the Committee.

A full-text copy of the Final Order, dated Dec. 12, 2016, is
available at
http://bankrupt.com/misc/SydellInc2016_1664647pwb_152.pdf

                        About Sydell, Inc.

Beauty spa operator Sydell, Inc., d/b/a SPA Sydell, filed a chapter
11 petition (Bankr. N.D. Ga. Case No. 16-64647) on Aug. 22, 2016,
four years after emerging from a prior bankruptcy case.  The
petition was signed by Reina A. Bermudez, chief executive officer
and 100% owner of Sydell.  

Sydell, Inc., tapped John Michael Levengood, Esq., at the Law
Office of J. Michael Levengood, LLC as counsel; and GGG Partners,
LLC as financial consultants.  It hired Tanya Adrews Tate as its
special bankruptcy counsel, and Right on the Books Consultants, LLC
as its accountants.

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

Sydell first filed for bankruptcy (Bankr. N.D. Ga. Case No.
09-83407) on Sept. 3, 2009.  That petition was signed by Ms.
Bermudez.  The Debtor was represented by David G. Bisbee, Esq., at
the Law Office of David G. Bisbee.  The 2009 petition estimated
assets and liabilities at $1 million to $10 million at the time of
the filing.  The Company emerged from Chapter 11 in 2012.


SYED ALI RAZA: Jan. 11 Disclosure Statement Hearing
---------------------------------------------------
Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern
District of Florida will convene a hearing on Jan. 18, 2017 at 2:00
P.M. to consider approval of Syed Ali Raza and Iram Hussain Raza's
disclosure statement and accompanying plan of reorganization, dated
Nov. 28, 2016.

The last day for filing and serving objections to the Disclosure
Statement is Jan. 11, 2017.

Counsel for the Debtors:

     Brett A Elam, Esq.
     FARBER + ELAM, LLC
     105 S. Narcissus Avenue, Suite 802
     West Palm Beach, FL 33401
     Telephone: (561) 833-1113
     Facsimile: (561) 833-1115
     Email: belam@brettelamlaw.com

Syed Ali Raza and Iram Hussain Raza sought Chapter 11 protection
(Bankr. S.D. Fla. Case No. 16-18176) on June 7, 2016.  The Debtor
tapped Brett A Elam, Esq., at Farber + Elam, LLC as counsel.



TALEN ENERGY: S&P Affirms 'B+' ICR; Outlook Stable
--------------------------------------------------
S&P Global Ratings said that it affirmed the 'B+' issuer credit
rating on Talen Energy Supply LLC.  The outlook is stable.

The 'BB' rating and '1' recovery rating on secured debt are
unchanged.  S&P raised the rating on the guaranteed unsecured
obligations to 'BB-' from 'B+' and revised the recovery score to
'2' from '3' (upper end of the 70%-90% range).  The 'B+' rating on
other unsecured notes is unchanged, but the recovery rating for
such notes was revised to '4' from '3' (lower end of the 30%-50%
range).

The lower recovery rating on the unsecured notes (which does not
result in lower ratings, based on S&P's recovery criteria) stems
largely from the negative market factors.  S&P has recently revised
its recovery assumptions on certain PJM Interconnection coal assets
in light of weaker market conditions and the longer-term outlook
for coal-fired generation.  S&P has also reduced the valuation of
the Susquehanna Nuclear Plant to a lesser degree amid lower gas
prices and have revised certain Electric Reliability Council of
Texas (ERCOT) asset valuations in light of ongoing challenges in
that market.  While S&P's updated assessments do not negatively
affect the recovery rating on the $831 million of debt issuances
with upstream guarantees, the residual value available to
unsecured, nonguaranteed notes has declined such that the recovery
rating on them falls to '4' from '3'.

The increase in the rating on the upstream guaranteed unsecured
notes stems from better recovery prospects after the recent close
of the acquisition by Riverstone Holdings, effectively giving these
issues preference.  The recovery rating is capped at '2' based on
the 'b' category issuer credit rating, consistent with S&P's
criteria.  This limits the uplift to one notch.

S&P's assessment of Talen's business risk profile as fair stems
from several factors.  While not quite as large as peers such as
Dynegy Inc., which has grown significantly during the past two
years, Talen's almost 16 gigawatts of generating capacity across
several asset classes and eight states provides it significant
geographic and operational diversity.  Still it remains
concentrated in the PJM Interconnection, though the comparatively
strong capacity construct in this market makes it appealing, since
it supports price and cash flow certainty for the next three years.
PJM's shift toward a capacity–performance-oriented scheme should
position large portfolios like Talen's well in the future and
partially offset the weakness facing coal and nuclear generation in
a low commodity pricing environment.

However, significant dependence on coal-fired generation and
nuclear generation puts Talen at a competitive disadvantage against
more gas-focused peers like Calpine Corp.  This has become more
acute the past two years as gas prices and demand have fallen, and
power prices have fallen with them.  This disproportionately
affects generators such as Talen that have significant fixed costs
and require substantial and consistent margins to cover them.
Additionally, S&P notes that operating and maintenance costs and
capital spending costs are comparatively high within this
portfolio.  Still, Talen's plants have continued to perform well
operationally.  Profitability has shown some resilience despite
this high level of sensitivity to commodity price fluctuations and
a more restrained hedging policy than that of larger peers like
Exelon Generation Co. LLC and Dynegy.  S&P expects that the
ownership team, upon the Riverstone Holdings acquisition close,
will focus its efforts on improving operations and lowering costs
to some degree.

S&P's assessment of Talen's financial risk profile as aggressive is
based primarily on its leverage.  Debt to EBITDA has been
unexpectedly high in 2016 and hovers around 5x in S&P's forecast
through 2018.  But there is some variability around this based on
volatility in power pricing, which appears to be trending secularly
lower and could converge with weak capacity prices as early as
2019.  S&P notes that the company has attempted to make
acquisitions opportunistically since its formal split from PPL
Corp. in 2015.  S&P notes that while its traditional metrics may
favor Talen over some of its peers, its high fixed cost generating
fleet is more exposed to diminishing cash flow metrics.  S&P will
closely consider the impacts of diminished power and capacity
prices, which may persist amid weaker–than-expected demand growth
and lower gas prices.  Talen does not face significant near-term
refinancing cliffs or covenant constraints, and it has sufficient
liquidity in cash flow and revolving credit facility capacity in
times of duress.

Liquidity is adequate, in S&P's assessment.  Sources--including
revolving credit facility availability, cash on hand, and funds
from operations (FFO)--exceed uses by well beyond 1.2x, including
capital spending and maturities, during the next 12 months.  But
S&P considers that an independent power producer (IPP) such as this
could have difficulty accessing capital markets in a period of
commodity pricing duress.  Talen has reduced its revolving credit
facility from $1.85 billion to $1.4 billion upon acquisition close
in December 2016.  S&P do not anticipate that Talen will have
limited headroom under any of its key covenants.

The rating outlook on Talen is stable.  Based on the current
portfolio assets, S&P expects the enterprise company to maintain
adjusted debt to EBITDA to be around 5x during the next two years,
based on its assumptions about commodity pricing and capital
structure under the new ownership structure.  S&P anticipates some
leverage reduction in 2018.

Downside scenario

S&P could lower the ratings if debt to EBITDA increases above 5x
and stays there persistently, or if free cash flow metrics decline
more sharply than expected.  This would likely stem from some
combination of softer energy markets brought on by lower gas prices
and less robust capacity markets in PJM, as well as weakened
efficiency and availability at key plants.  Further, unexpected
debt issuances could contribute to this effect.

Upside scenario

While not likely over the next year, S&P could raise the ratings if
financial measures improve, such that debt to EBITDA remains
consistently below 3.75x.  This would likely result from an effort
to reduce debt somewhat, as well as a more robust and
incentive-laden capacity market.  Given its high-performing
portfolio and wide geographic swath, Talen could be in a good
position to take advantage of such secular changes.


TEMPEST GROUP: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
The Office of the U.S. Trustee on Dec. 14 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Tempest Group, LLC.

Tempest Group is represented by:

     Donald R. Calaiaro, Esq.
     Calaiaro Valencik
     429 Forbes Avenue, Suite 900
     Pittsburgh, PA 15219
     Phone: 412-232-0930
     Email: dcalaiaro@c-vlaw.co

                       About Tempest Group

Tempest Group, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-24204) on November 10,
2016.  The petition was signed by Joann Jenkins, manager.  

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


TLC HEALTH: Can Get DIP Loan, Use Cash Collateral Until Dec. 19
---------------------------------------------------------------
Judge Carl L. Bucki of the U.S. Bankruptcy Court for the Western
District of New York authorized TLC Health Network to obtain
postpetition indebtedness on a secured and super-priority basis
from Brooks Memorial Hospital, and use the cash collateral of
Brooks Memorial Hospital, Community Bank, N.A., UPMC, and the
Dormitory Authority of the State of New York, through Dec. 19,
2016.

The approved Budget provides for total weekly operating expenses in
the amount of $244,000 for the weeks beginning Dec. 12, 2016 and
Dec. 19, 2016.

The Debtor's authority to use cash collateral will terminate on the
earliest to occur of:

     (a) Dec. 19, 2016, unless extended by Court Order;

     (b) the failure to comply with the terms of the Court's
Sixteenth Amended Final Order;

     (c) a sale or refinancing of substantially all of its assets
is proposed by the Debtor without the written consent of Brooks
Memorial Hospital that would not indefeasibly pay the Indebtedness
in full in cash;

     (d) any other motion is filed by the Debtor for any relief
directly or indirectly affecting the Collateral in a material
adverse manner unless all Indebtedness have been indefeasibly paid
in full in cash, and completely satisfied upon consummation of the
transaction contemplated thereby;

     (e) the Debtor's failure to propose a plan of reorganization
or liquidation acceptable to Brooks Memorial Hospital in all
respects, in their sole and absolute discretion, on or before
December 19, 2016;

     (f) the entry by the Court of an Order reversing, amending,
supplementing, staying, vacating or otherwise modifying the terms
of the Order without the written consent of Brooks Memorial
Hospital;

     (g) sale, pledge, assignment or hypothecation of all or
substantially all of the Collateral;

     (h) the conversion of the Debtor's bankruptcy case to a case
under Chapter 7 of the Bankruptcy Code;

     (i) the appointment of a trustee or examiner or other
representative with expanded powers for the Debtor; or

     (j) the occurrence of the effective date or consummation of a
plan of reorganization.

The availability of the DIP Facility will immediately and
automatically terminate, and the Indebtedness and any other amounts
payable in connection therewith, will be immediately due and
payable in full, upon the earliest to occur of the following:

     (a) Dec. 19, 2016;

     (b) sale of all or substantially all of the collateral;

     (c) the failure to comply with the terms of the Court's
Sixteenth Amended Final Order; or

     (d) a postpetition default under the terms of the Loan
Documents.

The Debtor and the Official Committee of Unsecured Creditors agree
to:

     (1) keep Brooks Memorial Hospital apprised of and included in
the negotiations surrounding and leading up to a refinancing or
Sale Transaction;

     (2) agree, subject to the consent of the prospective bidders
or investors, to allow representatives of Brooks Memorial Hospital
to participate in calls or meetings, as applicable, with
prospective bidders or investors, at the request of Brooks Memorial
Hospital; and

     (3) share letters of intent, offers, draft agreements with
Brooks Memorial Hospital throughout the refinancing or Sale
Transaction process.

A further hearing on the Debtor's Motion is scheduled on Dec. 19,
2016 at 1:00 p.m.

A full-text copy of the Amended Final Order, dated December 13,
2016, is available at
http://bankrupt.com/misc/TLCHealth2013_11313294clb_1270.pdf

                  About TLC Health Network

TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013.  The petition was signed by
Timothy Cooper as Chairman of the Board.  The case is assigned to
the Hon. Carl L. Bucki.

The Debtor estimated assets of at least $10 million and debt of at
least $1 million.

Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C., serves
as the Debtor's counsel.  Damon & Morey LLP is the Debtor's special
health care law and corporate counsel.  The Bonadio Group is the
Debtor's accountants.  Howard P. Schultz & Associates, LLC is the
Debtor's appraiser.

A three-member panel composed of Cannon Design, Chautauqua
Opportunities, Inc., and Jamestown Rehab Services has been
appointed as the official unsecured creditors committee.  Bond,
Schoeneck & King, PLLC is the counsel to the Committee.  The
Committee has tapped NextPoint LLC as financial advisor.


TODD HENNINGS: Ordered to File Revised Disclosure Statement
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland has ordered
Todd Lee Hennings to file a revised disclosure statement explaining
his Chapter 11 plan on or before Jan. 3.

The court will hold a hearing on Feb. 23, at 10:30 a.m., to
consider approval of the amended disclosure statement.

                 About Todd Lee Hennings

Todd Lee Hennings filed for Chapter 11 bankruptcy protection
(Bankr. D. Md. Case No. 16-13935) on March 25, 2016.  The Debtor is
represented by Kimberly D. Marshall, Esq.


TOWNRIDGE INC: Disclosure Statement Hearing Set for Jan. 12
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of District of Oregon is
set to hold a telephone hearing on Jan. 12, at 10:00 a.m., to
consider approval of the disclosure statement explaining the
Chapter 11 plan of Townridge, Inc.  Objections must be filed no
less than seven days before the hearing.

                      About Townridge Inc.

Townridge, Inc., which operates a hotel, restaurant and bar in
Baker County, Oregon, sought chapter 11 protection (Bankr. D. Ore.
Case No. 16-32482) on June 25, 2016.  The petition was signed by
Carl Town, owner and president.  The Debtor is represented by D.
Blair Clark, Esq., at Law Offices of D. Blair Clark PC.  The case
is assigned to Judge Trish M. Brown.  The Debtor estimated assets
of $1 million to $10 million and debts of $1 million to $10 million
at the time of the filing.


TRANSWORLD SYSTEMS: S&P Puts 'CCC' CCR on CreditWatch Positive
--------------------------------------------------------------
S&P Global Ratings said it placed its 'CCC' corporate credit
rating, and all other ratings, on Chicago-based Transworld Systems
Inc. on CreditWatch with positive implications.

"The CreditWatch placement follows the announcement that Transworld
won a five-year, $417 million DoE student loan default collection
program contract," said S&P Global Ratings credit analyst William
Savage.

S&P believes the contract will facilitate the receipt of additional
funds from the company's sponsors or bankers.

S&P expects to resolve the CreditWatch listing over the next couple
of months.  As part of S&P's review, it will discuss with
management the implications of the new contracts on the company's
near-term liquidity position.  A rating upgrade could exceed one
notch and will depend on liquidity and covenant cushion as well as
our longer-term view of the company's leverage.



VAN ZANDT HOLDING: Disclosures Okayed, Plan Hearing on Jan. 12
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas will
consider approval of the Chapter 11 plan of reorganization of Van
Zandt Holding Company, LLC, at a hearing on Jan. 12, at 9:30 a.m.

The hearing will be held at the Courtroom of the U.S. Bankruptcy
Court, Plaza Tower, Ninth Floor, 110 North College Avenue, Tyler,
Texas.

The court will also consider at the hearing the final approval of
the company's disclosure statement, which it conditionally approved
on Nov. 29.  The order set a Jan. 5 deadline for creditors to cast
their votes and file their objections.

The Debtor filed its proposed restructuring plan and disclosure
statement on Nov. 28, court filings show.

The Debtor is represented by:

     Gordon Mosley, Esq.
     4411 Old Bullard Road, Suite 700
     Phone: (903) 534-5396
     Email: gmosley@suddenlinkmail.com

                  About Zandt Holding Company

Zandt Holding Company, LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Tex. Case No. 16-60061) on
February 1, 2016.  The petition was signed by Michael J. Goggans,
member.  

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


VANGUARD HEALTHCARE: Court Allows Continued Use of Cash Collateral
------------------------------------------------------------------
Judge Randal S. Mashburn of the U.S. Bankruptcy Court for the
Middle District of Tennessee authorized Vanguard Healthcare, LLC,
and its affiliated debtors to continue using cash collateral,
subject to certain modifications on the restrictions on cash
collateral use which the Court had previously ordered.

Judge Mashburn held that the Debtors may make a payment into the
Fee Reserve Account during December 2016, in an amount not to
exceed $200,000, rather than the $150,000 monthly limit stated in
the Extended Cash Collateral Order.

A full-text copy of the Order, dated Dec. 12, 2016, is available at

http://bankrupt.com/misc/VanguardHealthcare2016_316bk03296_709.pdf

                    About Vanguard Healthcare

anguard Healthcare, LLC, 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.


WEST VIRGINIA HIGH: Unsecureds To Get 100% in 4 Quarterly Payments
------------------------------------------------------------------
West Virginia High Technology Consortium Foundation and HT
Foundation Holdings, Inc., filed with the U.S. Bankruptcy Court for
the Northern District of Virginia a disclosure statement and
accompanying plan of reorganization, dated Dec. 2, 2016, which
would give general unsecured creditors an amount equal to 100%.

Class 3 - Contingent Huntington Unsecured Claim.  In the event that
the Bankruptcy Court determines that Huntington is undersecured and
sufficient proceeds are not obtained through the Sale of some or
all of any Huntington Collateral to satisfy the Huntington Claim in
full, the Debtors will pay the deficiency, in full, over a period
of 60 months, with the first payment being due 30 days after the
date of the sale (or transfer to Huntington) of all Huntington
Collateral.  Additionally, in the event that Huntington accepts the
treatment of its claims in Class 2 and Class 3, the Debtors will
release Huntington from the Huntington Causes of Action. Allowed
Claims in Class 3 are Impaired.

Class 5 - Contingent BB&T Unsecured Claim. Neither Vertex nor West
Viginia High Technology Consortium (WVHTC) will take any action
whatsoever to interfere with the enforcement by BB&T of any claims
against Vertex or its assets. Additionally, WVHTC agrees that any
right of first refusal set forth in any subdivision declaration
governing the Tech Park will be subordinated to all of BB&T's deeds
of trust against any property in the Tech Park.  In return, BB&T
will forebear from enforcing any rights against WVHTC or its assets
until it has first undertaken commercially reasonable efforts to
sell the real property owned by Vertex, which also secures Vertex's
obligations to BB&T, at foreclosure. Allowed Claims in Class 5 are
Impaired.

Class 6 - General Unsecured Claims. Each holder of a General
Unsecured Claim will receive an amount equal to 100% of the unpaid
amount of their Allowed General Unsecured Claim, in four
consecutive, equal, quarterly installments, with the first payment
due no later than 60 days after the Effective Date. Allowed Claims
in Class 6 are Impaired.

The Debtors will fund payments to creditors with Allowed Claims in
Classes 3, 4, 5 and 6 with the net proceeds of their operating
revenue and with any cash held by the Debtors, provided that the
use of such funds is not otherwise restricted.

A full-text copy of the Disclosure Statement is available at:

        http://bankrupt.com/misc/wvnb1-16-00806-178.pdf

About West Virginia High Technology Consortium Foundation

West Virginia Hight Technology Consortium Foundation and HT
Foundation Holdings, Inc., filed chapter 11 petitions (Bankr. N.D.
W.Va. Case Nos. 16-00806 and 16-00807) on Aug. 4, 2016.  The
petitions were signed by James L. Estep, president and CEO.  The
Hon. Patrick M. Flatley presides over the case.  In its
petition,
the Debtors estimated $10 million to $50 million in both assets
and
liabilities. 

David B. Salzman, Esq., at Campbell & Levine, LLC serves as
bankruptcy counsel.  The Debtor employs Rolston & Company as
real
estate appraiser; Easter Valley, LLC as real estate broker; and
Arnett Carbis Toothman, LLP as accountants.


WRAP MEDIA: Wants to Use SVB Cash Collateral
--------------------------------------------
Wrap Media, LLC and Wrap Media, Inc., ask the U.S. Bankruptcy Court
for the Northern District of California for authorization to use
cash collateral.

Silicon Valley Bank holds a security interest in substantially all
of the Debtors' assets other than their intellectual property.
Silicon Valley Bank's collateral consists of cash in the
approximate amount of $300,000 held in various bank accounts,
accounts receivable, furniture and equipment, and other
miscellaneous assets.  The Debtors contend that they have not
undertaken a valuation of Silicon Valley Bank's collateral.

The Debtors tell the Court that they want to use cash to sustain
business operations consistent with their proposed Budget.  The
Debtors further tell the Court that they seek to disburse
approximately $375,000 before the end of December 2016, consisting
in part of cash collateral and in part of borrowings from DIP
Financing.

The Debtors propose to grant Silicon Valley Bank with:

     (1) a replacement lien against postpetition assets with the
same nature, extent and validity as Silicon Valley Bank's
prepetition lien;

     (2) a lien on the Debtor's intellectual property, junior only
to the DIP Financing lien;

     (3) a subordination of the lien securing the DIP Financing,
but only to the extent necessary to protect SVB from any
post-petition diminution in the SVB Collateral for its allowed
secured claim; and

     (4) payments of approximately $9,000 per month, equivalent to
non-default interest on its debt.

A full-text copy of the Debtors' Motion, dated Dec. 12, 2016, is
available at http://bankrupt.com/misc/WrapMedia2016_1631326_7.pdf

Wrap Media, LLC and Wrap Media, Inc., are represented by:

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

                   About Wrap Media, LLC

Wrap Media, LLC and Wrap Media, Inc., filed chapter 11 petitions
(Bankr. N.D. Cal. Case No. 16-31325 and 16-31326) on Dec. 10, 2016.
The Debtors are represented by Michael St. James, Esq., at St.
James Law, P.C.


[*] S&P Revises 13 Issue Ratings in US Retail & Restaurant Sector
-----------------------------------------------------------------
S&P Global Ratings said that it has reviewed most of its recovery
and issue-level ratings in the U.S. retail and restaurant sector
for speculative-grade corporate issuers that were labeled as "under
criteria observation" (UCO) after publishing its 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
are revising issue-level and recovery ratings as appropriate.

This release pertains to rated companies in the U.S. retail and
restaurant sector.  The ratings list below is arranged
alphabetically by issuer and identifies the debt instruments with
ratings changes.

As an overview, S&P is revising the issue-level ratings on 13 rated
debt issues [total upgrades plus downgrades] in the U.S. retail and
restaurant sector, reflecting six upgrades and seven downgrades.
In all but six cases, the revision to the issue-level rating
resulted from a revision to the recovery rating on the debt
instrument.

In the remaining six cases, the recovery ratings on the secured
debt remain unchanged and the issue-level change results because
S&P now caps issue-ratings at 'BBB-'for issuers rated 'BB' and
'BB+', regardless of S&P's recovery ratings.  This change
deemphasizes the weight recovery plays in up-notching issue ratings
for issuers near the investment-grade threshold, since recovery is
a smaller component of credit risk when default risk is more remote
and because recovery prospects may be less predictable and more
variable for these issuers.  This revision does not reflect a
change in our assessment of the company's default risk, which is
indicated by S&P's corporate credit rating, or its opinion of
recovery given default, which is indicated by S&P's recovery
ratings.

In addition, S&P is revising the recovery rating to either '3' from
'4' or '4' from '3' on eight rated debt instruments in the U.S.
retail and restaurant sector, reflecting seven revisions to '3' and
one revision to '4', as a result of S&P's new criteria. Since these
revisions do not result in issue-level ratings changes, S&P is
affirming the issue-level ratings for the affected issues.  

These rating actions stem solely from the application of S&P's
revised recovery criteria and do not reflect any change in its
assessment of the corporate credit ratings for issuers of the
affected debt issues.

RATINGS LIST

Issue Ratings Raised, Recovery Ratings Revised Due To Revised
Recovery Rating
Criteria For Speculative-Grade Corporate Issuers

                                         To          From
Abercrombie & Fitch Management Co.
Senior secured                          BB          BB-
   Recovery rating                       2L          3H

C&S Group Enterprises LLC
Senior secured                          BB+         BB
   Recovery rating                       2H          4L

Jo-ann Stores LLC
Senior secured                          B+          B
   Recovery rating                       2L          3L

NPC International Inc.
Senior secured                          B           B-
   Recovery rating                       2H          3L

Raley's
Senior secured                          BB-         B+
   Recovery rating                       2H          3H

Issue Ratings Lowered, Recovery Ratings Revised Due To Revised
Recovery Rating
Criteria For Speculative-Grade Corporate Issuers

The Bon-Ton Department Stores, Inc.
Senior secured                          CCC-        CCC
   Recovery rating                       6           5L

Recovery Ratings Unchanged, Issue Ratings Lowered Due To Revised
Recovery Rating Criteria For Speculative-Grade Corporate Issuers

Dollar Tree Inc.
Senior secured                          BBB-        BBB
   Recovery rating                       1           1

Family Dollar Stores Inc.
Senior secured*                         BBB-        BBB
   Recovery rating                       1           1
*Formerly unsecured

GameStop Corp.
Senior secured                          BBB-        BBB
   Recovery rating                       1           1

Issue Ratings Affirmed, Recovery Ratings Revised Due To Revised
Recovery Rating Criteria For Speculative-Grade Corporate Issuers

BI-LO LLC
BI-LO Finance Corp.
Senior secured                          B           B
   Recovery rating                       3H          4

BJ's Wholesale Club Inc.
Senior secured                          B-          B-
   Recovery rating                       3L          4H

Carrols Restaurant Group, Inc.
Senior secured                          B           B
   Recovery rating                       3H          4L

The Gymboree Corp.
Senior secured                          CCC+        CCC+
   Recovery rating                       4L          3L

Hot Topic, Inc
Senior secured                          B           B
   Recovery rating                       3L          4H

Spencer Spirit Holdings Inc.
Spencer Gifts LLC
Spirit Halloween Superstores LLC
Senior secured                          B           B
   Recovery rating                       3L          4H

Tops Holding LLC
Tops Holding II Corporation
Tops Markets II Corporation
Senior secured                          B-          B-
   Recovery rating                       3H          4L

The Talbots Inc.
Senior secured                          B-          B-
   Recovery rating                       3H          4H

Issue Ratings Affirmed; Recovery Rating Unchanged

Abercrombie & Fitch Management Co.
Senior secured                          BB+
   Recovery rating                       1

BI-LO LLC
Senior secured                          BB-
   Recovery rating                       1

BI-LO Holding Finance Inc.
BI-LO Holding Finance LLC
Senior unsecured                        CCC+
   Recovery rating                       6

BJ's Wholesale Club Inc.
Senior secured                          CCC
   Recovery rating                       6

C&S Wholesale Grocers
ES3 LLC
GU Markets LLC
Surry Licensing LLC
Warehouse Technologies LLC
Senior secured                          BBB-
   Recovery rating                       1

Dollar Tree Inc.
Senior unsecured                        BB
   Recovery rating                       5H

GameStop Corp.
Senior unsecured                        BB+
   Recovery rating                       4L

The Gymboree Corp.
Senior unsecured                        D
   Recovery rating                       6

HT Intermediate Holdings Corp
Senior unsecured                        CCC+
   Recovery rating                       6

Jo-ann Stores LLC
Jo-Ann Stores Holdings Inc
Senior unsecured                        CCC+
   Recovery rating                       6

NPC International Inc.
Senior unsecured                        CCC
   Recovery rating                       6

The Talbots Inc.
Senior secured                          CCC
   Recovery rating                       6

Tops Holding II Corporation
Senior unsecured                        CCC
   Recovery rating                       6


[^] BOOK REVIEW: AS WE FORGIVE OUR DEBTORS: Bankruptcy and Consumer
-------------------------------------------------------------------
Authors:    Teresa A. Sullivan, Elizabeth Warren,
             & Jay Westbrook
Publisher:  Beard Books
Softcover:  370 Pages
List Price: $34.95
Review by:  Susan Pannell

Order your personal copy today at
http://www.beardbooks.com/beardbooks/as_we_forgive_our_debtors.html

So you think you know the profile of the average consumer
debtor: either deadbeat slouched on a sagging sofa with a three-
day growth on his chin or a crafty lower-middle class type
opting for bankruptcy to avoid both poverty and responsible debt
repayment.

Except that it might be a single or divorced female who's the
one most likely to file for personal bankruptcy protection, and
her petition might be the last stage of a continuum of crises
that began with her job loss or divorce. Moreover, the dilemma
might be attributable in part to consumer credit industry that
has increased its profitability by relaxing its standards and
extending credit to almost anyone who can scribble his or her
name on an application.

Such are among the unexpected findings in this painstaking study
of 2,400 bankruptcy filings in Illinois, Pennsylvania, and Texas
during the seven-year period from 1981 to 1987. Rather than
relying on case counts or gross data collected for a court's
administrative records, as has been done elsewhere, the authors
use data contained in the actual petitions. In so doing, they
offer a unique window into debtors' lives.

The authors conclude that people who file for bankruptcy are, as
a rule, neither impoverished families nor wily manipulators of
the system. Instead, debtors are a cross-section of America. If
one demographic segment can be isolated as particularly debt-
prone, it would be women householders, whom the authors found
often live on the edge of financial disaster. Very few debtors
(3.7 percent in the study) were repeat filers who might be
viewed as abusing the system, and most (70 percent in the study)
of Chapter 13 cases fail and become Chapter 7s. Accordingly, the
authors conclude that the economic model of behavior--which
assumes a petitioner is a "calculating maximizer" in his in his
decision to seek bankruptcy protection and his selection of
chapter to file under, a profile routinely used to justify
changes in the law--is at variance with the actual debtor
profile derived from this study.

A few stereotypes about debtors are, however, borne out. It is
less than surprising to learn, for example, that most debtors
are simply not as well-off as the average American or that while
bankrupt's mortgage debts are about average, their consumer
debts are off the charts. Petitioners seem particularly
susceptible to the siren song of credit card companies. In the
study sample, creditors were found to have made between 27
percent and 36 percent of their loans to debtors with incomes
below $12,500 (although the loans might have been made before
the debtors' income dropped so low). Of course, the vigor with
which consumer credit lenders pursue their goal of maximizing
profits has a corresponding impact on the number of bankruptcy
filings.

The book won the ABA's 1990 Silver Gavel Award. A special 1999
update by the authors is included exclusively in the Beard Book
reprint edition.


[^] BOOK REVIEW: Lost Prophets -- An Insider's History
------------------------------------------------------
Author: Alfred L. Malabre, Jr.
Publisher: Beard Books
Softcover: 256 pages
List Price: $34.95
Review by Henry Berry

Order your personal copy today at http://is.gd/KNTLyr

Alfred Malabre's personal perspective on the U.S. economy over the
past four decades is firmly grounded in his experience and
knowledge. Economics Editor of The Wall Street Journal from 1969
to 1993 and author of its weekly "Outlook" column, Malabre was in
a singular position to follow the U.S. economy in recent decades,
have access to the major academic and political figures
responsible for economic affairs, and get behind the crucial
economic stories of the day. He brings to this critical overview
of the economy both a lively, often provocative, commentary on the
picture of the turns of the economy. To this he adds sharp
analysis and cogent explanation.

In general, Malabre does not put much stock in economists. "In
sum, the profession's record in the half century since Keynes and
White sat down at Bretton Woods [after World War II] provokes
dismay." Following this sour note, he refers to the belief of a
noted fellow economist that the Nobel Prize in this field should
be discontinued. In doing so, he also points out that the Nobel
for economics was not one originally endowed by Alfred Nobel, but
was one added at a later date funded by the central bank of Sweden
apparently in an effort to give the profession of economists the
prestige and notice of medicine, science, literature and other
Nobel categories.

Malabre's view of economists is widespread, although rarely
expressed in economic circles. It derives from the plain fact
that modern economists, even hugely influential ones such as John
Meynard Keynes, are wrong as many times as they are right. Their
economic theories have proved incomplete or shortsighted, if not
basically wrong-headed. For example, Malabre thinks of the
leading economist Milton Friedman and his "monetarist colleagues"
as "super salespeople, successfully merchandising.an economic
medicine that promised far more than it could deliver" from about
the 1960s through the Reagan years of the 1980s. But the author
not only cites how the economy has again and again disproved the
theories and exposed the irrelevance of wrong-headedness of the
policy recommendations of the most influential economists of the
day. Malabre also lays out abundant economic data and describes
contemporary marketplace and social activities to show how the
economy performs almost independently of the best analyses and
ideas of economists.

Malabre does not engage in his critiques of noted economists and
prevailing economic ideas of recent decades as an end in itself.
What emerges in all of his consistent, clear-eyed, unideological
analysis and commentary is his own broad, seasoned view of
economics-namely, the predominance of the business cycle. He
compares this with human nature, which is after all the substance
of economics often overlooked by professional and academic
economists with their focus on monetary policy, exchange rates,
inflation, and such. "The business cycle, like human nature, is
here to stay" is the lesson Malabre aims to impart to readers
interested in understanding the fundamental, abiding nature of
economics. In Lost Prophets, in language that is accessible and
jargon-free, this author, who has observed, written about, and
explained economics from all angles for several decades,
persuasively makes this point.

In addition to holding a top position at The Wall Street Journal,
Malabre is also the author of the books, Understanding the New
Economy and Beyond Our Means, which received the George S. Eccles
Prize from the Columbia Business School as the best economics book
of 1987.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2016.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
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The TCR subscription rate is $975 for 6 months delivered via
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are $25 each.  For subscription information, contact Peter A.
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                   *** End of Transmission ***