TCR_Public/170210.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, February 10, 2017, Vol. 21, No. 40

                            Headlines

1126 N. NEMA: Hires Kasey C Nye Lawyer as Counsel
2315 ST. PAUL: Seeks to Hire Meridian Law as Legal Counsel
25-54 CRESCENT: Case Summary & 6 Unsecured Creditors
2519 AQUA VISTA: Case Summary & 2 Unsecured Creditors
4 ACES BINGO: Bridge House Buying Aurora Property for $1.6 Million

4-U PERFORMANCE: Case Summary & 11 Unsecured Creditors
40 YEAR MILLWORK: Hires Van Horn Law as Counsel
ABDULHAY ASSOCIATES: Unsecureds to Get $50,000 Under Amended Plan
ACTIVECARE INC: Extends Maturity of JMJ Financial Note
ADVANCED MICRO: Moody's Corrects February 7 Release

ADVANCED SOLIDS: Sale of Furniture on Consignment Approved
AEMETIS INC: Announces Promissory Note Financing of $2.1 Million
ALLARCO ENTERTAINMENT: Claims Bar Date Set for March 17
ARC PRODUCTIONS: First Meeting of Creditors Set for February 15
ARIZONA ENTRYWAYS: Combined Plan, Disclosures Hearing on April 6

AUTHENTIDATE HOLDING: Obtains $250,000 Term Loan from CEO
BAMBOO PALACE: Seeks to Hire Goldman & Beslow as Legal Counsel
BBB INDUSTRIES: S&P Affirms 'B' CCR Following $100MM Loan Add-On
BCBG MAX AZRIA: Said to Be Mulling Bankruptcy, Closing 120 Stores
BEN HOGAN GOLF: Wants to Obtain $1.4 Mil-DIP Financing, Use Cash

BERRY PLASTICS: Term Loan Reprice No Impact on Moody's Ba3 Rating
BGM PASADENA: Ch.11 Trustee Hires SLBiggs as Accountants
BONANZA CREEK: Agrees to Allow Silo's $75M Unsec. Claim vs BCEOC
BROOKLYN RELIABLE: Hires Vogel Bach & Horn as Counsel
BWAY HOLDING: Moody's Puts B3 CFR on Review for Downgrade

CADIZ INC: Derivative Suit Settlement Gets Preliminary Approval
CALVERY SERVICES: Taps J&R United Hands as Accountant
CENTRAL IOWA: Selling Assets, Auction on March 15
CHADHAM HOMEOWNERS: Taps Cole & Associates as Accountant
CHADHAM HOMEOWNERS: Taps James H. Monroe as Legal Counsel

CHESAPEAKE ENERGY: Fitch to Withdraw Ratings on March 8
CHRYSLER GROUP: Court Blocks Spitzer's Attempt to Rejoin Dealership
COMSCORE INC: Won't Be Able to Regain SEC Compliance by Feb. 23
COMSTOCK RESOURCES: Oaktree Holds 9.9% Equity Stake as of Jan. 26
COMSTOCK RESOURCES: Whitebox Reports 6.8% Stake as of Jan. 27

CONNEAUT LAKE VOLUNTEER: Taps Assessment Evaluation as Appraiser
COOK INVESTMENTS: Hires Bush Kornfeld as Counsel
CORWIN PLACE: To Fund Exit Plan Through Sale of Real Estate
COSI INC: Asks Court to OK Amended Franchise Pact With Fast Casual
CTI BIOPHARMA: Baxalta GmbH Reports 5.5% Equity Stake as of Jan. 1

DAKOTA PLAINS: Court OKs $10.85M Purchase Agreement with BioUrja
DANCING WATERS: To Sell Whatcom County Property to Pay Creditors
DIOCESE OF GALLUP: Wins Final Decree Closing Ch. 11 Case
ECRA GROUP: Court Conditionally Approves Disclosure Statement
EDUCATION MANAGEMENT: Bondholder Wants Rehearing of 2nd Cir. Ruling

EDWARD YODER: Ex-Monarch CEO Sentenced to 2 Years in Prison
EMERALD ACQUISITION: S&P Affirms BB ICR & Revises Outlook to Neg.
ERGON CARIBBEAN: Taps Jimenez Vazquez as Accountant
ERICKSON INC: Seeks to Hire Morten Beyer as Appraiser
ERICKSON INC: Unsecureds to Recoup .11%-.44% Under 2nd Amended Plan

ESPLANADE HL: Intends to File Plan of Reorganization by April 14
FANSTEEL INC: Panel Wants Exclusive Solicitation Period Terminated
FOUNDATION HEALTHCARE: Owners Down to 160; SEC Reporting to End
FOUNTAINS OF BOYNTON: Seeks April 10 Plan Exclusivity Extension
FREESEAS INC: Effecting a 1-for-5,000 Reverse Common Stock Split

FRONTIER HOTELS: Taps Azhar Chaudhary as New Legal Counsel
GREAT BASIN: Has 878.3M Outstanding Common Shares as of Feb. 3
GUIN, AL: Moody's Lowers GOLT Rating to B2; Outlook Negative
H. BURKHART: Unsecured Creditors to Get Share of Sale Proceeds
HARTLAND MMI: Case Summary & 11 Unsecured Creditors

HATU WINDS: Seeks to Hire cRc Nationwide as Real Estate Broker
HEMISPHERE MEDIA: Moody's Rates New $225MM Term Loan B 'B2'
HPIL HOLDING: Hires VStock Transfer as Transfer Agent
HTH LEARNING: Fitch Affirms BB+ Ratings on 2008A/B Revenue Bonds
IHEARTCOMMUNICATIONS INC: Fitch Ups LT Issuer Default Rating to CC

IHEARTCOMMUNICATIONS INC: Moody's Affirms CFR Over Debt Exchange
IHEARTMEDIA INC: S&P Lowers CCR to 'SD' on Debt Exchange
INNOVATIVE CONSTRUCTION: Sale of Real Property to Fund Plan
IRON BRIDGE TOOLS: Can Use BCF Cash Collateral on Final Basis
IRVIN & ASSOCIATES: Latest Plan Outline Discloses Future Mgt.

IRVIN & ASSOCIATES: March 8 Plan, Disclosures Hearing
J&J TILE: Hires Carkhuff & Radmin as Counsel
KHNY INC: EMF Buying Radio Stations for $525K
LAMPLIGHT CONDOMINIUM: Taps Grafstein & Arcaro as Legal Counsel
LAS CRUCES COUNTRY CLUB: Assets as Much as $4.8 Million

LIFE ENHANCEMENT: Trustee Selling All Assets to Sierra for $500K
LONGVIEW POWER: S&P Lowers Rating on Sr. Sec. Term Loan B to 'B-'
LOVE GRACE: Committee Taps Stewart Robbins as Legal Counsel
M.O.R. PRINTING: Case Summary & 9 Unsecured Creditors
MANOR VENTURES: Hires M. David Graubard as Attorney

MARBLES LLC: Files for Chapter 11, Closing All 37 Stores
MELODY GOOD GIRL: Can Use Cash Collateral on Final Basis
MESOBLAST LIMITED: Had $33.9 Million Cash as of Dec. 31
MIDLAND HI LODGING: Hires Allen Barnes & Jones as Counsel
MOUNT ST. MARY'S: Moody's Alters Outlook to Neg, Affirms Ba2 Rating

MOUNTAIN THUNDER: Trustee Selling Assets to Gemcap for $1.85M
NATURESCAPE HOLDING: Trustee Selling Assets to Gemcap for $1.8M
NEVADA GAMING: Taps Maxim Hotel to Sell Slot Route Biz
OLIVER C&I: Needs Until May 15 to Submit Plan of Reorgnization
ONCOBIOLOGICS INC: Inks Registration Rights Pact with Investors

OPTIMA SPECIALTY: Committee Taps FTI as Financial Advisor
ORANGE PEEL: Intends to File Plan by April 7 Pending Auction
OTEX RESOURCES: Seeks to Hire Larry Vick as Legal Counsel
PARAGON OFFSHORE: Creditors' Panel Opposes Plan Filing Extension
PARSLEY ENERGY: Moody's Hikes CFR to B1 & Rates New Notes B2

PARSLEY ENERGY: S&P Assigns 'B+' Rating on Proposed $350MM Notes
PFO GLOBAL: Intends to Obtain $420K Financing, Use Cash Collateral
PICO HOLDINGS: Machado Replaced by Banera's Bylinsky as Director
PIONEER ENERGY: BNY Mellon Reports 5.47% Stake as of Dec. 31
QUANTUM CORP: Private Capital Reports 4.9% Stake as of Nov. 21

QUANTUM CORP: Shareholder Plans to Nominate Five Persons to Board
RADIOSHACK CORP: Peter Kravitz Opposes Claims Filing Extension
RADIOSHACK CORP: To Audit Former Workers' Health Care Claim Info
RALSTON-LIPPINCOTT: Hires Hayward Parker as Attorneys
REALTY & SERVICES: Hires Vogel Bach & Horn as Counsel

RITA RESTAURANT: Discloses New Provisions on Plan Funding
ROCKY MOUNTAIN: Crackerjack Exercises Warrants to Buy Common Stock
ROMAGNA CORP: Hires DelBello Donnellan Weingarten as Attorneys
RXI PHARMACEUTICALS: Fails to Comply with Nasdaq Bid Price Rule
SAM BASS: Hires Iron Horse Auction as Auctioneer

SCOTT A. BERGER: Allowed to File Plan of Reorganization by April 3
SCOUT MEDIA: Sale of All Assets to CBS for $9.5 Million Approved
SCPD GRAMERCY: Settles ACM's $14.9-Mil. Secured Claims
SEANERGY MARITIME: Signs $20M Equity Distribution Pact With Maxim
SEVEN HILLS: Case Summary & 20 Largest Unsecured Creditors

SOUTHERN GRADING: Seeks to Hire Allegiant Law as Legal Counsel
SPANISH BROADCASTING: Reports Select Financial Results for 2016
SPOON PRIME: Taps Genova & Malin as Legal Counsel
STONE ENERGY: Dimensional Fund No Longer Holds Shares
STONE ENERGY: Franklin Resources Reports 6.7% Equity Stake

SULLIVAN VINEYARDS: Wants to Use Winery Rehabilitation Cash
SUMMIT MIDSTREAM: Moody's Rates New $500MM Unsecured Notes 'B2'
SUMMIT MIDSTREAM: S&P Rates Proposed $500MM Unsec. Notes 'B+'
SUNCOKE ENERGY: S&P Raises CCR to 'BB-', Off CreditWatch Positive
TARA RETAIL: Hires Kay Castro & Chaney as Counsel

TATOES LLC: Court Allows Cash Collateral Use on Interim Basis
TGI FRIDAY'S: S&P Cuts CCR to 'B' on Increased Leverage Prospects
TOISA LIMITED: Hires Kurtzman Carson as Claims and Noticing Agent
TRAMMELL FAMILY LAKE: Taps Benton & Centeno as Legal Counsel
TRAMMELL FAMILY ORANGE: Taps Memory & Day as Legal Counsel

TRANS COASTAL: US Bank to Get $800,000 on Plan Effective Date
TRANSGENOMIC INC: Amends Merger Pact with Precipio Diagnostics
TROCOM CONSTRUCTION: Amended Plan Resolves Liberty Mutual Objection
TS WAXAHACHIE: Seeks to Hire Tonja Barnebee as Accountant
UNIVERSAL HEALTH: Court Okays $2.9M Settlement With E&Y

VAL COLE: MC Allstream Buying Pleasanton Property for $1.3 Million
VANGUARD NATURAL: Receives Delisting Notice from NASDAQ
VENT ALARM: Unsecured Creditors to be Paid 4.24% Under Exit Plan
VIOLIN MEMORY: May Enter Into Plan Sponsor Deal with Soros
VIP CINEMA: S&P Assigns 'B' CCR, Outlook Stable

WEATHERFORD INTERNATIONAL: Reports $549M Net Loss in Q4
WEST VIRGINIA HIGH: Unsecureds to Get 100% in 12 Quarterly Payments
WINDMILL RUN: Fannie Mae Has $308K Allowable Postpetition Claim
YP HOLDINGS: Moody's Lowers Corporate Family Rating to Caa1
YRC WORLDWIDE: Reports Q4 and Full-Year Results for 2016

[*] Turnaround Firm CR3 Partners' Official Launch Announced
[^] BOOK REVIEW: Risk, Uncertainty and Profit

                            *********

1126 N. NEMA: Hires Kasey C Nye Lawyer as Counsel
-------------------------------------------------
1126 N. Nema, LLC, an Arizona Limited Liability Company, seeks
authorization from the U.S. Bankruptcy Court for the District of
Arizona to employ Kasey C Nye Lawyer, PLLC as counsel for the
Debtor.

The Debtor requires Nye Law Firm to represent the Debtor in the
reorganization proceedings to satisfy the requirements of Chapter
11 including filing and confirming a plan of reorganization.

Nye Law Firm will be paid at these hourly rates:

     Kasey C. Nye              $275
     Associates                $225
     Paralegals                $150

The Nye Law Firm has agreed to cap its fees for this Reorganization
at $10,000.

Kasey C Nye, Esq., Kasey C Nye Lawyer, PLLC, assured the Court that
the firm does not represent any interest adverse to the Debtor and
its estates.

Nye Law Firm may be reached at:

     Kasey C Nye, Esq.
     Kasey C Nye Lawyer, PLLC
     1661 North Swan Road, Suite 238
     Tucson, AZ 85712
     Phone: (520) 399-7361
     Fax: (520) 413-2147
     Email: knye@kcnyelaw.com

                   About 1126 N. Nema, LLC

1126 N. Nema, LLC filed a Chapter 11 bankruptcy petition (Bankr.
D.Ariz. Case No. 16-12752) on November 6, 2016.  Kasey C Nye, Esq.,
at Kasey C Nye Lawyer, PLLC serves as bankruptcy counsel.  The
Debtor's assets and liabilities are both below $1 million.


2315 ST. PAUL: Seeks to Hire Meridian Law as Legal Counsel
----------------------------------------------------------
2315 St. Paul Street LLC seeks approval from the U.S. Bankruptcy
Court for the District of Maryland to hire legal counsel.

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

The firm will be paid an hourly rate of $300 and will receive
reimbursement for work-related expenses.

Aryeh Stein, Esq., at Meridian Law, disclosed in a court filing
that the firm is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code.

The firm can be reached through:

     Aryeh E. Stein, Esq.
     Meridian Law, LLC
     600 Reisterstown Road, Suite 700
     Baltimore, MD 21208
     Phone: (443) 326-6011
     Email: astein@meridianlawfirm.com

                   About 2315 St. Paul Street

2315 St. Paul Street LLC,  a company based in Baltimore, Maryland,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Md. Case No. 17-11215) on January 30, 2017.  The petition was
signed by Sameena Farooq, managing member.  The case is assigned to
Judge Robert A. Gordon.

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


25-54 CRESCENT: Case Summary & 6 Unsecured Creditors
----------------------------------------------------
Debtor: 25-54 Crescent Realty LLC
        25-58 Crescent Street
        Astoria, NY 11102

Case No.: 17-40560

Chapter 11 Petition Date: February 8, 2017

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

Judge: Hon. Carla E. Craig

Debtor's Counsel: Peter Corey, Esq.
                  MACCO & STERN, LLP
                  2950 Express Drive South, Suite 109
                  Islandia, NY 11749
                  Tel: (631) 549-7900
                  E-mail: pcorey@maccosternlaw.com

                    - and -

                  Michael J Macco, Esq.
                  MACCO & STERN LLP
                  2950 Express Drive South, Suite 109
                  Islandia, NY 11749
                  Tel: 631-549-7900
                  Fax: 631-549-7845
                  E-mail: csmith@maccosternlaw.com

Total Assets: $4.55 million

Total Liabilities: $3.25 million

The petition was signed by Petros Konstantelos, member.

A copy of the Debtor's list of six unsecured creditors is available
for free at http://bankrupt.com/misc/nyeb17-40560.pdf


2519 AQUA VISTA: Case Summary & 2 Unsecured Creditors
-----------------------------------------------------
Debtor: 2519 Aqua Vista Boulevard LLC
        2519 Aqua Vista Blvd
        Fort Lauderdale, FL 33301

Case No.: 17-11521

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: February 8, 2017

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

Judge: Hon. John K Olson

Debtor's Counsel: Chad T Van Horn, Esq.
                  VAN HORN LAW GROUP, P.A.
                  330 N Andrews Ave #450
                  Ft Lauderdale, FL 33301
                  Tel: 954-765-3166
                  Fax: 954-756-7103
                  E-mail: Chad@cvhlawgroup.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Cullan F Meathe, managing member.

A copy of the Debtor's list of two unsecured creditors is available
for free at http://bankrupt.com/misc/flsb17-11521.pdf


4 ACES BINGO: Bridge House Buying Aurora Property for $1.6 Million
------------------------------------------------------------------
4 Aces Bingo, Inc., asks the U.S. Bankruptcy Court for the District
of Colorado to authorize the sale of the real property located at
16000 E. Colfax Ave., Aurora, Colorado, to Bridge House for
$1,600,000.

The Debtor owns the Real Property which consists of a single
commercial building with 11,326 usable square feet and 160 parking
spaces situated on 2.15 acres.  The Debtor operated a bingo hall in
the Real Property from approximately 1999 through June 2016, at
which time it permanently ceased all operations.

In addition to the Property, the Debtor owns certain personal
property including office furniture, folding tables and chairs,
bingo equipment, and some basic kitchen equipment, which property
is not included in the proposed sale of the Real Property.  The
Debtor estimates the value of such personal property at $4,775.
There are also some upholstered booths that were installed inside
the Real Property, and those booths will be included in the sale.
The Debtor believes that the upholstered booths have no value if
they are removed from the Real Property.

The Debtor purchased the land and constructed the building situated
on the Real Property in 1999, at a total cost of $1,500,000.  The
purchase and construction were funded through a loan from Commerce
Bank in the amount of $1,100,000, which is evidenced by a
Promissory Note and Deed of Trust.  The Promissory Note was
refinanced with Guaranty Bank in 2007, and the Deed of Trust was
assigned to Guaranty Bank at that time.

Guaranty Bank or its assign is the current holder of a lien against
the Real Property in the amount of approximately $949,509.

The Arapahoe County Treasurer holds a statutory lien against the
Real Property, and is owed approximately $28,873 of principal and
interest for 2015 real property taxes.

On Feb. 7, 2017, the Debtor entered into a Contract to Buy and Sell
Real Estate (Commercial) (together with all attachments thereto)
with the Buyer.  The Buyer is a non-profit corporation that offers
a range of opportunities for homeless men and women to improve
their lives, assisting them with housing, meals, and job training,
all in one location.  It has a successful operation in Boulder,
Colorado, and wants to duplicate that operation in Aurora,
Colorado, beginning with the purchase of the Real Property.

The salient terms of the Sale Contract are:

          a. Purchase Price: $1,600,000

          b. Deposit: $25,000

          c. All deadlines in the Sale Agreement are based upon the
date of the Mutual Execution of the Contract ("MEC").  MEC is
defined as the date the Court issues an Order Approving the Sale
Contract.

          d. The Buyer will have 60 days from MEC in which to
conduct its due diligence, and may terminate the Sale Contract for
any reason prior to the deadline.

          e. The Inspection Resolution deadline is 67 days after
MEC.  If such deadline passes without unresolved inspection issues,
and is not extended, the earnest money deposit becomes
non-refundable.

          f. The Buyer may terminate the Sale Contract if it is
unable to obtain the appropriate zoning and land use approval from
the City of Aurora, or the funding necessary to close.

          g. The Closing deadline is 180 days after MEC, but the
date may be extended by up to 90 days if the Buyer is delayed in
obtaining appropriate zoning and land use approval from the City of
Aurora, or the funding necessary to close.

          h. The Buyer may terminate the Sale Contract if Guaranty
Bank obtains relief from stay to proceed with its foreclosure
sale.

          i. The Debtor may not solicit other offers for the Real
Property unless the Sale Contract is terminated.

          j. The Sale Contract must be approved by the Court no
later than March 17, 2017.

          k. The Debtor will pay half of the closing costs.

Pursuant to the Sale Contract, the upholstered booths constitute
the only personal property included in the proposed sale.

A copy of the Sale Contract Attached to the Motion is available for
free at:

         http://bankrupt.com/misc/Aces_Bingo_43_Sales.pdf

A sound business reason exists for the sale of substantially all of
the Debtor's assets.  The sale of the Debtor's assets will pay
Guaranty Bank's secured claim in full, all real property taxes, and
should generate enough proceeds from the sale to pay the unsecured
creditor and administrative expenses in full.  Upon sale of the
Real Property, the Debtor proposes to pay Guaranty Bank and the
Arapahoe County Treasurer in full.  This includes all principal and
interest due to Guaranty Bank, and all principal and interest due
for 2015 taxes, and the Debtor's pro-rata share of the 2016 real
property taxes, to the Arapahoe County Treasurer.

The Debtor prays that the Court enter an Order authorizing the
Debtor to sell the Real Property free and clear of all liens,
claims, and encumbrances, pay secured creditors Guaranty Bank and
the Arapahoe County Treasurer in full from the sale proceeds, and
for such further and additional relief as to the Court may appear
proper.

                    About 4 Aces Bingo Inc

4 Aces Bingo Inc is a privately held company in Aurora, CO.  It
was
established in 1992.  4 Aces Bingo filed a Chapter 11 bankruptcy
petition (Bankr. D. Colo. Case No. 16-22413) on Dec. 28, 2016.  4
Aces Bingo is a Single Asset Real Estate debtor.  The Hon.
Elizabeth E. Brown oversees the case.  Jeffrey S. Brinen, Esq., at
Kutner Brinen, P.C., serves as counsel to the Debtor.  In its
petition, the Debtor estimated $1 million to $10 million in
assets;
and liabilities between $500,000 and $1 million.  The petition was
signed by William Weaver, president.  The Debtor says it has no
unsecured creditor.


4-U PERFORMANCE: Case Summary & 11 Unsecured Creditors
------------------------------------------------------
Debtor: 4-U Performance Group LLC
        43 Franklin Avenue
        Livingston, NJ 07039

Case No.: 17-12470

Chapter 11 Petition Date: February 8, 2017

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Hon. Vincent F. Papalia

Debtor's Counsel: Paul H. Aloe, Esq.
                  KUDMAN TRACHTEN ALOE LLP
                  350 Fifth Avenue, Ste 6800
                  New York, NY 10118
                  Tel: 212-868-1010
                  Fax: 212-868-0013
                  E-mail: paloe@kudmanlaw.com

Total Assets: $224,800

Total Liabilities: $1.34 million

The petition was signed by Howard Weiss, member.

A copy of the Debtor's list of 11 unsecured creditors is available
for free at http://bankrupt.com/misc/njb17-12470.pdf


40 YEAR MILLWORK: Hires Van Horn Law as Counsel
-----------------------------------------------
40 Year Millwork, LLC seeks authorization from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Van Horn Law
Group, P.A. as counsel, nunc pro tunc to January 19, 2017.

The Debtor requires Van Horn to:

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

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

   (c) prepare motions, pleadings, orders, applications, adversary

       proceedings, and other legal documents necessary in the
       administration of the case;

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

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

Van Horn will be paid at these hourly rates:

       Chad Van Horn                 $400
       Jay Molluso                   $350
       Associates                    $300
       Lead Paralegal                $185
       Paralegals and Law Clerks    $175

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

Van Horn required from the Debtor a non-refundable retainer of
$6,000 plus a filing fee of $1,717.

Chad T. Van Horn, the founding partner of Van Horn, 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 estate.

Van Horn can be reached at:

       Chad T. Van Horn, Esq.
       Van Horn Law Group, P.A.
       330 N. Andrews Ave., Suite 450
       Fort Lauderdale, FL 33301
       Tel: (954) 765-3166
       E-mail: chad@cvhlawgroup.com

40 Year Millwork LLC filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 17-10611) on Jan. 19, 2017.  The Hon. John K
Olson presides over the case.


ABDULHAY ASSOCIATES: Unsecureds to Get $50,000 Under Amended Plan
-----------------------------------------------------------------
Abdulhay Associates, L.P., filed with the U.S. Bankruptcy Court for
the Eastern District of Pennsylvania a disclosure statement in
connection with its first amended plan or reorganization, dated
Feb. 2, 2017.

Class 3 consists of the Unsecured Claims of all creditors.
Commencing on the Effective Date, the Class 3 Claimants will
receive a total of $50,000 pro rata.  This amount will constitute a
full settlement, satisfaction, release, and discharge of all Class
3 Claims as to the Debtor.

The initial plan provides that Class 3 consists of the deficiency
judgment obtained by ESSA Bank and against the Debtor.  It also
stated that the Class 3 claimant will receive a total of $100,000
with 60 equal monthly payments of $1,000 and remainder paid on the
first day of the 61st month.

The Debtor has obtained funding from two sources:

   (a) A commitment letter for up to $1,505,000 to fund the Class 1
payment and Class 3 Payment.  

   (b) A commitment letter from limited partners of Abdulhay
Associates to provide the New Value Investment.

These two sources provide all of the funding necessary to make all
proposed plan payments.

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

        http://bankrupt.com/misc/paeb16-16713-60-1.pdf 

Headquartered in Orefield, PA, Abdulhay Associates filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No.
16-16713) on Sept. 23, 2016, with estimated assets of $1 million
to
$10 million and estimated liabilities of $1 million to $10
million.
The petition was signed by Dr. Gazi Abdulhay, general partner of
Abdulhay Associates, L.P.

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


ACTIVECARE INC: Extends Maturity of JMJ Financial Note
------------------------------------------------------
On Sept. 19, 2016, ActiveCare, Inc., entered into a Securities
Purchase Agreement, as amended, with JMJ Financial, a Nevada sole
proprietorship.  Pursuant to the terms of the Purchase Agreement,
JMJ purchased from the Company (i) a Promissory Note in the
aggregate principal amount of up to $1,500,000 due and payable on
the earlier of Jan. 31, 2017, or the third business day after the
closing of the Company's securities offering pursuant to the S-1
registration statement filed with the U.S. Securities and Exchange
Commission on July 19, 2016, and (ii) a Common Stock Purchase
Warrant to purchase 10,000,000 shares of the Company's common stock
at an exercise price as defined therein.

Effective Jan. 30, 2017, the Parties entered into a second
amendment to the Purchase Agreement and the Note.  Pursuant to the
terms of Amendment, JMJ agreed to extend the maturity date of the
Note to the earlier of March 15, 2017, or the third business day
after the closing of the Securities Offering.  Pursuant to the
Amendment JMJ may not vote or take delivery of common stock that
would result in JMJ becoming the beneficial owner of more than
9.99% of the issued and outstanding common stock of the Company
after giving effect to any such issuance.  In addition to the
Amendment, JMJ provided a waiver to all negative covenants
contained in all agreements among the Parties in order to permit
the Company to effectuate its Jan. 27, 2017, reverse stock split.

On Jan. 31, 2017, the Company filed a Certificate of Designations
with the Secretary of State of the State of Delaware, establishing
the designation, powers, rights, privileges, preferences and
restrictions of the Series G Convertible Preferred Stock, $0.00001
par value per share.  The Company is authorized to issue up to
43,220 shares of Series G Preferred.  Each share of Series G
Preferred has a stated value equal to $500 (as may be adjusted for
any stock dividends, combinations or splits with respect to such
shares).  The Series G Preferred has no liquidation preference, no
dividend rights, no redemption rights, and voting rights on an as
converted basis.

The stated value of the Series G Preferred will automatically
convert into fully paid and non-assessable shares of Common Stock
upon (i) the Company's receipt of US$50,000,000 or more in gross
revenue in a single fiscal year, (ii) the sale of the Company via
asset purchase, stock sale, merger or other business combination in
which the Company and/or its stockholders receive aggregate gross
proceeds of US$25,000,000) or more, or (iii) the closing of an
underwritten offering by the Company pursuant to which the Company
receives aggregate gross proceeds of at least US$10,000,000 in
consideration of the purchase of shares of Common Stock and/or
which results in the listing of the Common Stock on the Nasdaq
National Market, the Nasdaq Capital Market, the New York Stock
Exchange, or the NYSE MKT.  The number of Series G Conversion
Shares issuable upon conversion of the Conversion Amount will equal
the Conversion Amount divided by the Conversion Price then in
effect.  The "Conversion Price" of the Series G Preferred is
$22.50.  Upon the trigger of an Automatic Conversion, all of the
shares of Series G Preferred will convert into Common Stock at the
Conversion Price then in effect.

On Jan. 31, 2017, the Company issued 32,415 and 10,805 shares of
the Series G Preferred, respectively, to (i) Tyumen Holdings, LLC,
of which Jeffery Peterson, the Company's executive chairman and
chief executive officer is the Manager, and (ii) James Dalton. Also
on Jan. 31, 2017, the Company and each of the Series G Holders
entered into Lock-Up Agreements relating to the Series G Preferred
Shares held by each of the Series G Holders.  Pursuant to the
Lock-Up Agreement, upon the automatic conversion of the Series G
Preferred, the Series G Holders cannot offer, sell, contract to
sell, hypothecate or otherwise dispose of shares of the Common
Stock obtained by conversion of the Series G Preferred until the
earlier of (i) the Company's receipt of $25,000,000 or more in
gross revenue in a single fiscal year (but in no event prior to 12
months from the date of the final prospectus with respect to the
Qualified Offering (as defined in the Lock-Up Agreements), if any,
even if such gross revenue threshold is attained prior to such
date), or (ii) 18 months from the date thereof.

                      About ActiveCare

South West Valley City, Utah-based ActiveCare, Inc., develops and
markets products for monitoring the health of and providing
assistance to mobile and homebound seniors and the chronically
ill.

ActiveCare is organized into three business.  The Stains and
Reagents segment is engaged in the business of manufacturing and
marketing medical diagnostic stains, solutions and related
equipment to hospitals and medical testing labs.  The CareServices
segment is engaged in the business of developing, distributing and
marketing mobile health monitoring and concierge services to
distributors and customers.  The Chronic Illness Monitoring segment
is primarily engaged in the monitoring of diabetic patients on a
real time basis.

ActiveCare reported a net loss of $12.8 million on $6.59 million of
chronic illness monitoring revenues for the year ended
Sept. 30, 2015, compared with a net loss of $16.4 million on $6.10
million of chronic illness monitoring revenues for the year ended
Sept. 30, 2014.

As of June 30, 2016, ActiveCare had $1.91 million in total assets,
$21.01 million in total liabilities and a total stockholders'
deficit of $19.10 million.

Tanner LLC, in Salt Lake City, Utah, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Sept. 30, 2015, citing that the Company has recurring losses,
negative cash flows from operating activities, negative working
capital, negative total equity, and certain debt that is in
default.  These conditions, among others, raise substantial doubt
about its ability to continue as a going concern.


ADVANCED MICRO: Moody's Corrects February 7 Release
---------------------------------------------------
Moody's Investors Service corrected a Feb. 7, 2017 press release on
Advanced Micro Devices, Inc. In the rating list, the probability of
default was changed to Caa1-PD from Caa1.

The revised release is as follows:

Moody's Investors Service upgraded Advanced Micro Devices, Inc.'s
corporate family rating to B3, senior unsecured rating to Caa1, and
speculative grade liquidity rating to SGL-1. The outlook is
stable.

RATINGS RATIONALE

The upgrade of the corporate family rating to B3 reflects AMD's
improved performance outlook, driven by design wins, modest market
share gains, and an expanded set of product offerings. As a result,
Moody's expects mid-single digit revenue growth, stable to higher
gross margins, operating profitability in the second half of 2017,
and positive free cash flow for the year. AMD's new Polaris
graphics family for the mid-range high volume segment should help
it compete in the growing PC gaming market against Nvidia and the
company's upcoming Vega family and Zen processors should strengthen
AMD's position in the high end graphics and server markets.

Moody's expects declining operating losses over the near term in
its PC-related business (microprocessors and graphics chips) and
profitability in the second half of 2017 as new products with
higher average selling prices begin to ramp. The growing
enterprise, embedded, and semi-custom business is supported by very
strong positions in game consoles (including xBox and PlayStation),
and Moody's projects low double-digit operating margins in 2017.

While AMD's balance sheet and product positioning have
significantly improved, the ability to consistently execute product
and technology transitions, as well as competition from strong
competitors such as Intel and Nvidia remain key challenges.

AMD's SGL-1 rating reflects the company's improved liquidity
profile. AMD reported $1.26 billion of cash and marketable
securities as of December 2016 (over 95% held domestically), up
from $785 million at December 26, 2015.

The increase in cash primarily reflects the proceeds of $342
million from the sale of the equity interests in the ATMP JV, and
the formation of the China JV with Tianjin Haiguang Advanced
Technology Investment Co., Ltd. (THATIC), in which AMD licensed
certain IP to the JV for approximately $293 million in license fees
over several years. AMD also maintains a $500 million asset based
revolving credit facility (ABL) under which there were no
borrowings as of December 2016. With cash balances, access to the
ABL, and no debt maturities until May 2019, AMD has very good
liquidity. As part of the Wafer Supply Agreement with
GLOBALFOUNDRIES announced in August 2016, AMD will make four $25
million payments beginning in the fourth quarter of 2016 through
third quarter of 2017.

Ratings upgraded:

Corporate family rating to B3 from Caa1

Probability of default rating at B3-PD from Caa1-PD

$196 million (outstanding) senior unsecured notes due 2019 at Caa1
(LGD4) from Caa2 (LGD4)

$350 million (outstanding) senior unsecured notes due 2022 at Caa1
(LGD4) from Caa2 (LGD4)

$416 million (outstanding) senior unsecured notes due 2024 at Caa1
(LGD4) from Caa2 (LGD4)

Speculative grade liquidity rating to SGL-1 from SGL-2

Outlook changed to stable from positive

The stable outlook reflects AMD's prospects for improved operating
performance and cash generation as well as the company's improved
capital structure and debt maturity profile following the equity
offering and debt repayment in September 2016.

The rating could be raised if AMD is able to sustain revenue growth
with improving operating profitability while sustaining positive
free cash flow and maintaining cash and liquid investments in
excess of $1 billion.

The rating could be lowered if AMD's cash and liquid investments
are likely to drop below $600 million (without raising additional
debt) or if the company is unlikely to achieve breakeven operating
profit and free cash flow over the next year.

The principal methodology used in these ratings was Semiconductor
Industry Methodology published in December 2015.

Advanced Micro Devices, Inc. (AMD) is a fabless semiconductor
company that specializes in microprocessors, graphics processing
units and semi-custom and embedded processors. Moody's expects AMD
will generate about $4.6 billion of revenue over the next year.


ADVANCED SOLIDS: Sale of Furniture on Consignment Approved
----------------------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas authorized Advanced Solids Control, LLC's sale of
personal property pursuant to a Consignment Agreement with H.
Lancaster Co.

The personal property is described as residential furniture from
multiple rental properties the Debtor owns in New Mexico.  The real
properties are being sold and the furniture must be liquidated.
The Debtor believes that the furniture is worth approximately
$45,000.

The sale of the furniture pursuant to the Consignment Agreement
with H. Lancaster Co. is free and clear of all liens, claims and
encumbrances.

The Debtor has no liens against the furniture, and the Debtor is
authorized to use the net sales proceeds to assist it with its
reorganization efforts and the payment of creditors of the estate.

                  About Advanced Solids Control

Advanced Solids Control, LLC, is an oilfield service company
specializing in solids control for land-based oil and gas drilling
operations.

Advanced Solids sought Chapter 11 protection (Bankr. W.D. Tex.
Case No. 16-52748) on Dec. 2, 2016.  The petition was signed by W.
Lynn
Frazier, managing member.  The Debtor estimated assets in the
range of $0 to $50,000 and $500,001 to $1,000,000 in debt.

The Debtor tapped William R. Davis, Jr., Esq., at Langley &
Banack, Inc. as counsel.


AEMETIS INC: Announces Promissory Note Financing of $2.1 Million
----------------------------------------------------------------
Aemetis, Inc., and certain of its subsidiaries executed and
delivered to Third Eye Capital Corporation on Jan. 31, 2017, a
promissory note in the principal amount of $2,100,000.

The promissory note was issued to the Lender in connection with the
Amended and Restated Note Purchase Agreement made as of July 6,
2012, by and among the Debtors, Third Eye Capital Corporation, as
agent for certain Noteholders and the Noteholders.

The proceeds of the Note will be used by the Debtors for the
purposes of: (i) repurchasing 274,557 common shares of Parent from
Third Eye Capital Special Opportunities S.A.R.L for total proceeds
of $466,746; (ii) satisfying accounts payable and working capital
requirements as approved by Lender; and (ii) paying the Lender
fees.

Interest on the Note will be calculated at the rate of 14% per
annum, and paid monthly in arrears; provided, however, that in the
event of default under the NPA or non-payment of this Note by the
Maturity Date, the interest rate will be increased to 20% per
annum.

The outstanding principal balance of the indebtedness evidenced
hereby, plus any accrued but unpaid interest and any other sums due
hereunder, will be due and payable in full at the earlier to occur
of (a) receipt of proceeds from any financing, refinancing or other
similar transaction, (b) extension of credit by the Lender, or
Agent on behalf of certain lenders, to the Debtors or their
affiliates, and (c) May 30, 2017.

The Note is secured by liens and security interests upon the
property and assets of the Company as described in that certain
Amended and Restated Note Purchase Agreement, dated as of July 6,
2012.

                      About Aemetis

Cupertino, Calif.-based Aemetis, Inc., is an international
renewable fuels and specialty chemical company focused on the
production of advanced fuels and chemicals and the acquisition,
development and commercialization of innovative technologies that
replace traditional petroleum-based products and convert first-
generation ethanol and biodiesel plants into advanced
biorefineries.

Aemetis reported a net loss of $27.1 million on $147 million of
revenues for the year ended Dec. 31, 2015, compared to net income
of $7.13 million on $207.7 million of revenues for the year ended
Dec. 31, 2014.

As of Sept. 30, 2016, Aemetis had $79.34 million in total assets,
$127.72 million in total liabilities and a total stockholders'
deficit of $48.38 million.


ALLARCO ENTERTAINMENT: Claims Bar Date Set for March 17
-------------------------------------------------------
The Hon. Justice S. D. Hillier of the Court of Queen's Bench of
Alberta, Judicial Centre of Edmonton, ordered that persons who
believe have a claim -- other than an excluded claim or a 2017
disclaimer claim -- against Allarco Entertainment 2008 Inc. and
Allarco Entertainment Limited Partnership, must submit a proof of
claim on March 17, 2017, at 5:00 p.m. (Edmonton Time) by registered
mail, personal delivery e-mail, courier or facsimile transmission,
and all such proof of claim form at:

   Pricewaterhousecoopers Inc., Monitor
   Allarco Entertainment 2008 Inc. and Allarco Entertainment
     Limited Partnership
   Suite 1501, 10088 - 102 Avenue
   Edmonton, Alberta T5J 3N5
   Attention: Joanne Rousseau
   Tel: (780) 441-6781
   Fax: (780) 441-6776
   Email: joanne.rousseau@ca.pwc.com

Copy of the claims procedure order can be obtained on the monitor's
website at http://www.pwc.com/ca/allarco

Allarco Entertainment 2008 Inc. -- http://www.allarco.ca-- is the
general partner of Allarco Entertainment LP.  The company is an
Edmonton-based media company that owns and operates Super Channel,
a national Canadian English pay television network, consisting of
four HD channels, four SD channels, and Super Channel On Demand.


ARC PRODUCTIONS: First Meeting of Creditors Set for February 15
---------------------------------------------------------------
Arch Productions Ltd., located at 364 Richmond Street West, Suite
100, Toronto, Ontario, filed for bankruptcy on Jan. 31, 2017, and
the first meeting of creditors will be held on Feb. 15, 2017, at
10:00 a.m., at the offices of:

   Deloitte Restructuring Inc.
   22 Adelaide Street West, Suite 200
   Toronto, Ontario M5H 0A9
   Attention: Mr. Paul Casey, CPA, CA, CIRP, LIT
   Tel: (416) 775-7172
   Fax: (416) 601-6690


ARIZONA ENTRYWAYS: Combined Plan, Disclosures Hearing on April 6
----------------------------------------------------------------
Judge Scott H. Gan of the U.S. Bankruptcy Court for the District of
Arizona conditionally approved Arizona Entryways, LLC's second
amended disclosure statement referring to its second amended plan
of reorganization, dated Feb. 1, 2017.

A hearing to consider the final approval of the disclosure
statement and to consider confirmation of the Plan shall be held at
the U.S. Bankruptcy Court, 230 N. First Avenue, 3rd Floor,
Courtroom 301, Phoenix, AZ, on April 6, 2017 at 2:00 p.m.

The last day for filing and serving written objections to the
disclosure statement is fixed at 5 business days prior to the
hearing (March 30, 2017).

The last day for filing and serving written objections to
confirmation of the Plan is fixed at 5 business days prior to the
hearing (March 30, 2017).

The last day to vote to accept or reject the Plan is March 30,
2017.

The TCR previously reported that under the second amended plan,
holders of Class IV Allowed General Unsecured Claims will be paid
$10,000 over five years.

The Debtor anticipates that it will have sufficient funds from its
income and the New Value capital infusion of $5,000 to make the
payments due under the Plan.

The Second Amended Disclosure Statement is available at:

           http://bankrupt.com/misc/azb15-16071-105.pdf

                      Arizona Entryways

Glendale, Arizona-based Arizona Entryways, LLC, is in the business
of designing and installing custom exterior door entryways.  The
Debtor's member/manager is Jerzy Bielawski, a skilled and
accomplished woodworker with over eleven years of carpentry
experience.  Mr. Bielawski has specialized in creating
one-of-a-kind custom entryways, and founded the Debtor in 2006 to
establish a brand for his craftsmanship.  Relying upon Mr.
Bielawski's expertise, the Debtor offers designs that include all
types of wood species and customization through the use of wrought
iron and beveled glass.  Through artful painting, staining,
finish-framing, and trimming techniques, the Debtor seamlessly
integrates the new entryway into the existing house structure;
thus
retrofitting what appears to be an original custom masterpiece.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 15-16071) on Dec. 23, 2015, estimating its assets
at
between $100,001 and $500,000 and its liabilities at between
$500,001 and $1 million.  Michael A. Jones, Esq., at Allen
Maguire
& Barnes, PLC, serves as the Debtor's bankruptcy counsel.


AUTHENTIDATE HOLDING: Obtains $250,000 Term Loan from CEO
---------------------------------------------------------
Authentidate Holding Corp. accepted a short term loan in the
aggregate principal amount of $250,000 from Hanif A. Roshan, the
Company's chief executive officer and chairman of the Board
effective as of Jan. 31, 2017.

As disclosed in a Form 8-K report filed with the Securities and
Exchange Commission on Feb. 6, 2017, the Company issued Mr. Roshan
a promissory note in the aggregate principal amount of $250,000
to evidence the loan.  The Note is an unsecured obligation of the
Company and is not convertible into equity securities of the
Company.  The Note is due and payable on the 30-day anniversary of
the issue date and interest will accrue on the Note at the rate of
12.0% per annum.  In addition, the Note also provides Holder with
the right to exchange the principal amount of the Note (and unpaid
interest thereon) into securities of the Company that it may issue
in the next financing, as defined in the Note.  The Note contains
terms and events of default customary for similar transactions.
The Company is using the net proceeds from the transaction for
general business and working capital purposes.

                    About Authentidate

Authentidate Holding Corp. and its subsidiaries provide secure
web-based revenue cycle management applications and telehealth
products and services that enable healthcare organizations to
increase revenues, improve productivity, reduce costs, coordinate
care for patients and enhance related administrative and clinical
workflows and compliance with regulatory requirements.  The
Company's web-based services are delivered as Software as a Service
(SaaS) to its customers interfacing seamlessly with billing,
information and document management systems.  These solutions
incorporate multiple features and security technologies such as
business-rules based electronic forms, intelligent routing,
transaction management, electronic signatures, identity
credentialing, content authentication, automated audit trails and
remote patient management capabilities.  Both web and fax-based
communications are integrated into automated, secure and trusted
workflow solutions.

Authentidate reported a net loss of $9.7 million on $3.68 million
of total revenues for the year ended June 30, 2015, compared to a
net loss of $7.14 million on $5.55 million of total revenues for
the year ended June 30, 2014.

As of March 31, 2016, Authentidate had $55.2 million in total
assets, $11.5 million in total liabilities and $43.7 million in
total shareholders' equity.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the year
ended June 30, 2015, citing that the Company's recurring losses
from operations and negative cash flows from operations raise
substantial doubt about its ability to continue as a going concern.


BAMBOO PALACE: Seeks to Hire Goldman & Beslow as Legal Counsel
--------------------------------------------------------------
Bamboo Palace, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of New Jersey to hire legal counsel.

The Debtor proposes to hire Goldman & Beslow, LLC to give legal
advice regarding its duties under the Bankruptcy Code, and provide
other legal services related to its Chapter 11 case.

Goldman & Beslow's partners and associates will be paid $400 per
hour and $375 per hour, respectively.

David Beslow, Esq., at Goldman & Beslow, disclosed in a court
filing that his firm is "disinterested" as defined in section
101(14) of the Bankruptcy Code.

The firm can be reached through:

     David G. Beslow, Esq.
     Goldman & Beslow, LLC
     7 Glenwood Avenue, Suite 311B
     East Orange, NJ 07017
     Phone: (973) 677-9000

                       About Bamboo Palace

Bamboo Palace, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 17-12313) on February 6,
2017.  At the time of the filing, the Debtor estimated assets and
liabilities of less than $1 million.


BBB INDUSTRIES: S&P Affirms 'B' CCR Following $100MM Loan Add-On
----------------------------------------------------------------
S&P Global Ratings revised its recovery rating on BBB Industries US
Holdings Inc.'s $295 million first-lien term loan due 2021 to '4'
from '3' following the company's recent $100 million incremental
add-on (increasing the loan amount to $395 million). The '4'
recovery rating indicates S&P's expectation for average (30%-50%;
lower half of the range) recovery in the event of a default.

At the same time, S&P revised its recovery ratings on the company's
$70 million revolver due 2019 and $50 million incremental
first-lien term loan due 2021 to '4' from '3'.  The '4' recovery
rating indicates S&P's expectation for average (30%-50%; lower half
of the range) recovery in the event of a default.

All of S&P's other ratings on BBB Industries remain unchanged.

The company will use the proceeds from the incremental add-on to
pay off its $100 million second-lien term loan.  S&P will likely
withdraw its ratings on the second-lien term loan after it is paid
off.

S&P lowered its recovery rating on the company's first-lien term
loan to reflect the lower recovery prospects due to the increase in
its amount of first priority debt.

                         RECOVERY ANALYSIS

   -- Default assumptions include LIBOR rising to 250 basis points

      (bps)

Simplified recovery waterfall

   -- Emergence EBITDA: $50 million
   -- Multiple: 5x
   -- Gross recovery value: $253 million
   -- Net recovery value for waterfall after admin. expenses (5%):

      $240 million
   -- Obligor/nonobligor valuation split: 100%/0%
   -- Estimated priority claims: $41 million
   -- Remaining recovery value: $199 million
   -- Estimated first-lien claim: $500 million
      -- Recovery range: 30%-50% (lower end of the range)

RATINGS LIST

BBB Industries US Holdings Inc.
Corporate Credit Rating                B/Stable/--

Recovery Rating Revised; Issue Rating Unchanged
                                        To                 From
BBB Industries US Holdings Inc.
First-lien Term Loan Due 2021          B                  B
  Recovery Rating                       4L                 3L
$70 Million Revolver Due 2019          B                  B
  Recovery Rating                       4L                 3L
$50M 1st-Ln Incremental Loan Due 2021  B                  B
  Recovery Rating                       4L                 3L


BCBG MAX AZRIA: Said to Be Mulling Bankruptcy, Closing 120 Stores
-----------------------------------------------------------------
High-end women's apparel retailer BCBG Max Azria Group LLC is
reportedly preparing for a possible bankruptcy filing and will
close 120 boutiques in the U.S.

The Minneapolis Star Tribune reports that BCBG will close 120
stores that are either unprofitable or have untenable lease
agreements in coming weeks with some locations already hosting
close-out sales.

"These stores either are unprofitable or have untenable lease
agreements," Seth Lubove, a spokesman for BCBG, said in a statement
released to the Star Tribune.

The closing stores include the company's BCBGMaxazria and
BCBGGeneration locations, but not the retailer's
store-within-a-store concept housed in various Macy's department
stores, according to the Star Tribune.

Women's Wear Daily reported that, according to its sources, BCBG
has been evaluating its options as it tries to restructure its
debt, including the hiring of bankruptcy counsel.

A Bloomberg News report in January said that BCBG has hired
AlixPartners LP to help the Company restructure its debt load.

Privately-held BCBG operates more than 570 boutiques worldwide,
including more than 175 in the U.S.  California-based BCBG was
founded by Tunisian fashion designer Max Azria in 1989 and opened
the company's first boutique in Los Angeles in 1992.  BCBG, whose
name is short for the French expression “bon chic, bon genre,”
acquired design house Herve Leger in 1998.

WMD recounts that after hitting a critical financial juncture in
February 2013, BCBG completed a capital restructuring in February
2015 with a $135 million cash infusion from a group of investors
that included Guggenheim Partners and its affiliates.

Other retailers like Wet Seal and The Limited are closing or have
already closed their stores nationwide following bankruptcies.



BEN HOGAN GOLF: Wants to Obtain $1.4 Mil-DIP Financing, Use Cash
----------------------------------------------------------------
Ben Hogan Golf Equipment Company, LLC and Eidolon Brands, LLC seek
authorization from the U.S. Bankruptcy Court for the Northern
District of Texas to use the Cash Collateral of ExWorks Capital
Fund I, L.P.

The Debtors also seek authorization to enter into a
debtor-in-possession financing arrangement with ExWorks Capital.

The salient provisions of the DIP Facility are as follows:

      A. Loan Commitment: A loan facility in the amount of not more
than $1,374,000.

      B. Permitted Use: The Debtors are authorized to incur the
Obligations under the DIP Facility solely:

          (1) in accordance with the terms and provisions of the
DIP Facility and the Court's Order;

          (2) to pay the expenses enumerated in the Budget, to the
extent required, including the Carve-Out, as and when such expenses
become due and payable; and

          (3) to pay the interest and fees as contemplated by the
DIP Facility.

      C. Interest Rate: Per annum rate equal to 4.75% and 6.75%
upon the occurrence of an Event of Default.

      D. The Post-Petition Obligations will be granted
super-priority administrative expense status,  with priority over
all costs and expenses of administration of the Chapter 11 Cases,
subject to the Carve-Out.  To secure advances under the
Post-Petition Loan, ExWorks Capital will be granted a perfected
lien on, and security interest in, all property of the Debtors'
estates.

      E. Events of Default, among others, are:

          (a) The Debtors materially breach any of the terms and
conditions or covenants of the DIP Order;

          (b) If the Debtors' Chapter 11 Case is converted to a
case under Chapter 7 of the Bankruptcy Code;

          (c) If a Chapter 11 trustee is appointed;

          (d) If any modification is made to the DIP Order which
materially affects ExWorks Capital's rights or remedies without the
ExWorks Capital's consent;

          (e) If Debtors obtain confirmation of a plan of
reorganization or liquidation on terms which alter the terms of the
DIP Order in any manner not acceptable to ExWorks Capital or do not
provide for payment in full of all PostPetition Obligations on the
effective date of the plan; or

          (f) Excluding the Existing Liens, if any third party is
granted a lien or security interest in any of the Collateral
without the Lender’s prior written consent.

      F. Carve-Out. There will be a carve-out for U.S. Trustee fees
and professionals fees and expenses in the amounts provided for in
the Budget in an amount not to exceed $25,000 in the aggregate,
however, $15,000 of the carve out may be used to investigate
ExWorks Capital's claimed security interest and perfection.

The Debtors' 2-week proposed Budget provides for total expenses of
approximately $187,777 for the week ending February 3, 2017 and
week ending February 10, 2017.

The Debtors relate that they require access to cash to avoid the
immediate and irreparable harm that will come to their estates if
they are unable to fund their operations and maintain the business
relationships in place with their customers, which requires the
capital to assemble and market their current inventory of golf
clubs.  The Debtors further relate that they also require use of
cash in order to pay employees, lease equipment, pay marketing
expenses, and all other expenses associated with operating their
business in bankruptcy.

ExWorks Capital asserts that, it has a first-priority lien on all
the Debtors' assets including the Debtors' cash in relation to
Hogan Golf's pre-petition indebtedness in the amount of $3,500,000
revolving line of credit facility and $500,000 term loan.

While the Debtors request the use of cash to fund its operations
and protect its assets, the Debtors tell the Court that the mere
use of Cash Collateral is not sufficient to fund the Debtors
operations through the reorganization process.  The Debtors further
tell the Court that they require the infusion of additional cash,
and that ExWorks Capital is the only party that has offered to
provide debtor-in-possession financing after an exhaustive search
by the Debtors.

A full-text copy of the Debtor's Motion, dated January 31, 2017, is
available at https://is.gd/swn4iy

A full-text copy of the Debtor's Budget, dated January 31, 2017, is
available at https://is.gd/dHobIL

          About Ben Hogan Golf Equipment Company, LLC

Eidolon Brands, LLC was formed in 2011, and originally concentrated
on sale and development of the SCOR4161 brand of golf wedges. After
the agreement with Perry Ellis International was reached, Eidolon
switched its concentration to the Ben Hogan brand of wedges.
Eidolon is the sole manager of Ben Hogan Golf Equipment Co., LLC.
Scott White serves as the CEO of both Debtors.

Ben Hogan Golf Equipment Company, LLC and Eidolon Brands, LLC their
respective Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-40301
and Bankr. N.D. Tex. Case No. 17-40300), on January 28, 2017.  The
petitions were signed by Scott White, Chief Executive Officer.  The
Debtors' have requested that their chapter 11 cases be jointly
administered pursuant to Bankruptcy Rule 1015(b) and Local Rule
1015-1.

The cases are assigned to Judge Mark X. Mullin.  The Debtors are
represented by Joshua N. Eppich, Esq. and John Y. Bonds, Esq., at
Bonds Ellis Eppich Schafer Jones LLP.  At the time of filing, the
Debtor estimated assets and liabilities at $1 million to $10
million each.


BERRY PLASTICS: Term Loan Reprice No Impact on Moody's Ba3 Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the $1,351
million First Lien Senior Secured Term Loan, a Ba3 rating to the
$814 million First Lien Senior Secured Term Loan and a Ba3 rating
to the $1,895 million First Lien Senior Secured Term Loan of Berry
Plastics Corporation, a subsidiary of Berry Plastics Group, Inc.

The assignment follows the announcement made by Berry that it was
seeking to reprice the two existing term loans. The repricing has
no immediate impact on the company's B1 corporate family rating,
B1-PD Probability of Default rating and other instrument ratings as
well as the stable outlook. Berry anticipates the transaction will
be completed in February 2017.

Moody's took the following actions:

Berry Plastics Group, Inc.

- Unchanged Corporate Family Rating, B1

- Unchanged Probability of Default Rating, B1-PD

- Unchanged Speculative Grade Liquidity, SGL-2

Berry Plastics Corporation

- Assigned $1,351 million First Lien Senior Secured Term Loan due
2020, Ba3/LGD 3

- Assigned $814 million First Lien Senior Secured Term Loan due
2021, Ba3/LGD 3

- Assigned $1,895 First Lien Senior Secured Term Loan due 2024,
Ba3/LGD 3

- Unchanged Second Priority Senior Secured Notes, B3/LGD 5

The ratings outlook is stable.

The ratings are subject the transaction closing as proposed and the
receipt and review of the final documentation.

RATINGS RATIONALE

Berry's B1 Corporate Family Rating reflects the company's exposure
to more cyclical end markets, certain weaknesses in contract
structures with customers and a high percentage of commodity
products. The rating also reflects the stretched credit metrics pro
forma for the AEP acquisition and the fragmented and competitive
industry structure.

Strengths in Berry's competitive profile include its scale,
concentration of sales in relatively more stable end markets and
good liquidity. The company's strengths also include a strong
competitive position in rigid plastic containers and continued
focus on producing higher margin products and pruning lower margin
business.

The ratings outlook is stable. The stable outlook is predicated on
an expectation of an improvement in operating results from various
cost saving initiatives and acquisitions as well as the company's
pledge to direct all free cash flow to debt reduction.

The ratings could be upgraded if the company sustainably improves
credit metrics within the context of a stable operating and
competitive environment while maintaining good liquidity. An
upgrade would also be dependent upon less aggressive financial and
acquisition policies as well as success in integrating the recent
acquisition. Specifically, the ratings could be upgraded if funds
from operations to debt increases above 13%, debt to EBITDA
declines below 4.7 times, and/or EBITDA to interest expense rises
above 4.25 times.

The rating could be downgraded if there is deterioration in the
credit metrics, liquidity or the operating and competitive
environment. Additional debt financed acquisitions, excessive
acquisitions (regardless of financing) and/or a move to a more
aggressive financial profile could also prompt a downgrade.
Specifically, the ratings could be downgraded if funds from
operations to debt decreases below 10%, debt to EBITDA increases
above 5.5 times, and/or EBITDA to interest expense decreases below
3.5 times.

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

Based in Evansville, Indiana, Berry Plastics Group is a
manufacturer of plastic packaging products, serving customers in
the food and beverage, healthcare, household chemicals, personal
care, home improvement, and other industries. The company reports
in three segments including Consumer Packaging, Health, Hygiene &
Specialties, and Engineered Materials (pro forma approximately 37%,
30% and 34% of sales respectively). Berry has manufacturing and
distribution centers in the United States, Canada, Mexico, Belgium,
Australia, Germany, Brazil, Malaysia, and India. The North American
operation generates approximately 84% of the company's pro forma
net sales. Polypropylene and polyethylene account for the majority
of plastic resin purchases. Net sales for the twelve months ended
October 1, 2016 totaled approximately $6.5 billion.


BGM PASADENA: Ch.11 Trustee Hires SLBiggs as Accountants
--------------------------------------------------------
Peter J. Mastan, the Chapter 11 Trustee for BGM Pasadena, LLC, asks
the U.S. Bankruptcy Court for the Central District of California
for authority to employ SLBiggs, A division of SingerLewak, as his
accountants.

The Chapter 11 Trustee needs SLBiggs to:

     a. provide financial advice and consulting services to the
trustee relevant to the administration of and disposition of estate
assets;

     b. prepare Monthly Operating Reports and file information as
may be required by creditors, the Court, the United States Trustee,
and other parties in interest;

     c. provide financial planning and analysis relevant to
creditor claims negotiations;

     d. prepare Federal and State tax returns and all required
accompanying accounting, statements and schedules, and coordinate
the filing of returns with Special Procedures/Bankruptcy units of
the State and Federal taxing authorities;

     e. assist the Trustee in tax planning with regard to the
disposition of assets, including review, analysis and calculation
of estimated basis and gain (loss) on proposed sale(s) of assets;

     f. review prior years' tax and prior activity to determine of
there are offsets available to apply against the taxable gains;
determine if prior years' tax payments are recoverable through net
operating loss carry backs, and amend prior year tax returns in
connection therewith;

     g. review the Debtor's books and records, and prepare
accounting and financial reports as may be necessary to perform the
services identified herein; and

     h. provide other accounting, tax and consulting work as may be
required necessary to assist in the Debtor's business operation and
reorganization.

SLBiggs accountants  who will work on the Debtor's case and their
hourly rates are:

     Samuel R. Briggs, partner                $435-$475
     Brian Landau, director                   $350-$400
     Eric Corriveau, senior manager           $285-$325

SLBiggs professionals' hourly rates:

     Managers and Supervising Accountants     $195-$250
     Senior and Junior Accountants            $155-$195
     Paraprofessionals                        $100-$125

Samuel R. Briggs, CPA, partner SLBiggs, A division of Singerlewak,
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.

SLBiggs can be reached at:

       Samuel R. Briggs, CPA
       SLBiggs, A division of SingerLewak
       10960 Wilshire Boulevard, 7th Floor
       Los Angeles, CA 90024
       Phone: (310)477-3924

                       About BGM Pasadena

BGM Pasadena, LLC, a single asset real estate, filed Chapter 11
bankruptcy petition (Bankr. C.D. Cal. Case No. 15-27833) on Nov.
20, 2015.  Greg Galletly, the manager, signed the petition. Judge
Richard M. Neiter has been assigned the case.  The Debtor estimated
assets in the range of $10 million to $50 million and liabilities
of at least $1 million.  James A. Tiemstra, Esq., and Lisa Lenherr,
Esq., at Tiemstra Law Group PC, in Oakland, California, serve as
counsel to the Debtor.


BONANZA CREEK: Agrees to Allow Silo's $75M Unsec. Claim vs BCEOC
----------------------------------------------------------------
Bonanza Creek Energy, Inc. entered into a stipulation with an ad
hoc committee of certain holders of the Company's 6.75% Senior
Notes due 2023 and 5.75% Senior Notes due 2021 and Silo Energy, LLC
to, among other things, settle certain claims of Silo in connection
with the previously announced cases commenced by the Company under
Chapter 11 of title 11 of the United States Code in the United
States Bankruptcy Court for the District of Delaware.

Part of the Stipulation states that Silo will have and be entitled
to, without the need for executing or delivering additional
documents, filing of a proof of claim, or entry of additional
orders of the Bankruptcy Court other than the order approving this
Stipulation, a general unsecured claim against Bonanza Creek Energy
Operating Company, LLC, which claim will be allowed in the amount
of $75,000,000.  

Silo will receive a distribution of New Common Stock (as defined in
the Prepackaged Plan) on account of such claim, unless the Debtors
elect to provide such distribution in the form of cash by
delivering a written notice of such election to Silo (with a copy
to counsel to Silo) on or before five days before the Effective
Date (as defined in the Prepackaged Plan) in the amount of
$2,700,000, which the Parties agree is the value of the
distribution to be provided to Silo in satisfaction of the Silo
Claim under Class 2D under the Prepackaged Plan.

A copy of the Stipulation dated Feb. 1, 2017, is available for free
at https://is.gd/UQsFFm

In August 2016, the Company executed various confidentiality
agreements with certain holders of the Company's 6.75% Senior Notes
due 2023 and 5.75% Senior Notes due 2021 to engage in discussions
regarding a possible restructuring transaction.  As of Feb. 3,
2017, the Noteholder Confidentiality Agreements remain in effect to
permit the Company to disclose confidential information to the
holders of Notes party thereto from time to time.  On
Jan. 25, 2017, Bonanza Creek Energy, Inc. executed various
confidentiality agreements with certain holders of the Company's
common stock that are members of an ad hoc committee of equity
security holders represented by Brown Rudnick LLP.

Pursuant to the Equity Confidentiality Agreements, the Company
agreed to publicly disclose certain information, including certain
information prepared by, or by certain representatives of, the Ad
Hoc Equity Committee, upon the occurrence of certain events set
forth in the Equity Confidentiality Agreements, including upon the
delivery of notice by certain holders of Notes represented by
Kirkland & Ellis LLP.  In accordance with the Equity
Confidentiality Agreements, the Noteholder Notice was delivered to
the Company by Kirkland & Ellis LLP on Feb. 2, 2017, prompting the
disclosure set forth herein.  The Company discloses (a) the Company
and counsel to the Ad Hoc Noteholder Group each engaged in
discussions with the Ad Hoc Equity Committee relating to a
restructuring proposal from the Ad Hoc Equity Committee, (b) a
summary of the Ad Hoc Equity Committee Proposal that was
transmitted to the Company, and to certain members of the Ad Hoc
Noteholder Group in connection with a discussion with
representatives of the Ad Hoc Equity Committee, (c) the letter
dated Jan. 30, 2017, from counsel to the Ad Hoc Equity Committee to
counsel to the Debtors, and (d) the Ad Hoc Equity Committee
Proposal did not result in an acceptable transaction and no
counteroffer was made.

A full-text copy of the Summary of the Ad Hoc Equity Committee
Proposal is available for free at https://is.gd/kxcq4s

                   About Bonanza Creek Energy

Bonanza Creek Energy, Inc. (NYSE: BCEI) --
http://www.bonanzacrk.com/-- is an independent oil and Natural Gas
Company engaged in the acquisition, exploration, development and
production of onshore oil and associated liquids-rich natural gas
in the U.S.  The Company's assets and operations are concentrated
primarily in the Rocky Mountain region in the Wattenberg Field,
focused on the Niobrara and Codell formations, and in southern
Arkansas, focused on oily Cotton Valley sands.

On Jan. 4, 2017, Bonanza Creek Energy, Inc., and six affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. Case No.
17-10015).  The cases are pending before the Hon. Kevin J. Carey,
and the Debtors have requested joint administration of the cases.

Bonanza Creek Energy on Dec. 23, 2016, filed a Joint Prepackaged
Plan of Reorganization and Disclosure Statement after reaching a
deal with (i) certain holders that own or manage with the authority
to act on behalf of the beneficial owners of 51.1% in aggregate
principal amount of Bonanza Creek's approximately $800 million in
aggregate principal amount of outstanding 5.75% Senior Notes and
6.75% Senior Notes; and (ii) NGL Energy Partners LP and NGL Crude
Logistics, LLC, the counterparties to one of the Debtors' crude oil
purchase and sale agreements.

Davis, Polk & Wardwell LLP is acting as legal counsel to the
Debtors, Richards, Layton & Finger, P.A., is acting as co-counsel,
Perella Weinberg Partners LP is acting as financial advisor,
Alvarez & Marsal LLC is acting as restructuring advisor and Prime
Clerk LLC is acting as notice, claims and solicitation agent to the
Company in connection with its restructuring efforts.

Kirkland & Ellis LLP serves as legal counsel and Evercore Group
L.L.C. serves as financial advisor to the ad hoc committee of
holders of the Senior Notes.


BROOKLYN RELIABLE: Hires Vogel Bach & Horn as Counsel
-----------------------------------------------------
Brooklyn Reliable Realty, Inc., seeks authorization from the U.S.
Bankruptcy Court for the Eastern District of New York to employ
Vogel Bach & Horn, LLP as counsel to the Debtor and
Debtor-in-Possession.

The Debtor requires the Firm to:

      a. provide the Debtor with advice and preparing all necessary
documents regarding debt restructuring, bankruptcy and asset
dispositions;

      b. take all necessary actions to protect and preserve the
Debtor's estate during the pendency of this Chapter 11 Case;

      c. prepare on behalf of the Debtor, as debtor-in-possession,
all necessary motions, applications, answers, orders, reports and
papers in connection with the administration of this Chapter 11
Case;

      d. counsel the Debtor with regard to its rights and
obligations as debtor- in-possession;

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

      f. perform all other legal services for the Debtor which may
be necessary and proper in these proceedings and in furtherance of
the Debtor's operations.

The Firm will be compensated for the services described herein at a
rate of $225 per hour.

Prior to the filing of this case, the Firm received a retainer of
$2,500.

Eric H. Horn, Esq., partner of Vogel Bach & Horn, LLP, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

The Firm may be reached at:

      Eric H. Horn, Esq.
      Shirin Movahed, Esq.
      Vogel Bach & Horn, LLP
      1441 Broadway, 5th Floor
      New York, NY 10018
      Tel: (212) 242-8350
      Fax: (646) 607-2075

              About Brooklyn Reliable Realty, Inc.

Brooklyn Reliable Realty, Inc. filed a Chapter 11 bankruptcy
petition (Bankr. E.D.N.Y. Case No. 16-45161) on November 6, 2016.
Eric H. Horn, Esq., at Vogel Bach & Horn, LLP serves as bankruptcy
counsel.

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


BWAY HOLDING: Moody's Puts B3 CFR on Review for Downgrade
---------------------------------------------------------
Moody's Investors Service placed BWAY Holding Company, Inc's B3
corporate family rating, B3-PD probability of default rating, and
all other instrument ratings under review for downgrade. The review
follows Stone Canyon Industries, LLC announcement that had entered
into a definitive agreement to acquire Mauser Group N.V (the parent
company of Mauser Holding S.A R.L. ("Mauser" - B3, stable) in an
all cash transaction through SCI's subsidiary BWAY Holdings.
Aggregate consideration for the acquisition will be $2.3 billion,
subject to adjustments outlined in the purchase agreement. The
transaction is subject to the satisfaction of certain customary
conditions and receipt of applicable regulatory approvals and is
expected to close in the second quarter of 2017.

Moody's placed the following ratings under review for downgrade:

Issuer: BWAY Holding Company, Inc.

-- Corporate Family Rating, Placed on Review for Downgrade,
currently B3

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

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

-- Senior Unsecured Notes, Placed on Review for Downgrade,
currently Caa2 (LGD5)

Outlook Actions:

-- Outlook, Changed To Rating Under Review From Stable

RATINGS RATIONALE

The review for downgrade reflects the fact that leverage for both
companies is well above the stated rating triggers and an all debt
financed deal would increase that significantly (the company has
not yet disclosed financing). Additionally, the acquisition almost
doubles BWAY's revenues and significantly increases the company's
exposure to the more volatile plastic segment and cyclical end
markets as well as to a disparate product line. Mauser also has a
significant international presence while BWAY has little experience
managing international operations given the majority of its sales
have been in the US.

The review will focus on the financing, integration plan,
synergies, and plan to deleverage.

BWAY's B3 corporate family rating reflects the weak credit metrics,
high concentration of sales and cyclical nature of the primary end
market. The rating also reflects the company's financial
aggressiveness and the sponsor's lack of equity left in the company
after the second debt financed dividend. The company generates
approximately 52% of its revenue from the US housing and
construction-related end markets (including paint and other
building products) and 16% from one customer. Additionally, the top
ten customers account for approximately 37% of revenue (52% in the
metal segment). The company has long-term contracts with customers
that contain cost pass-through provisions for core raw materials,
but other costs are excluded and the contracts allow for
competitive bids.

The ratings are supported by the company's strong competitive
position in the US housing and construction-related end markets
including a dominant share in the metal segment and the limited
number of suppliers with scale and breadth of product line. BWAY
also benefits from strong liquidity, long-standing customer
relationships and some exposure to the relatively more stable
consumer products related end markets. The company has limited
competition from imports due to the freight costs for most of its
products (bulky and light empty pails) and the comparatively low
percentage of labor costs. The ratings are also supported by
anticipated benefits from completed and in-process cost saving
initiatives and the reduction of onetime charges in 2016.
Management has pledged to direct all free cash flow to debt
reduction.

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

BWAY Holding Company, Inc. manufactures general line metal and
plastic containers for industrial and consumer products. Metal
containers account for approximately 48% of BWAY's revenue and
plastic containers account for approximately 52%. With 24
manufacturing facilities across the United States and in Canada and
Puerto Rico, BWAY is a national supplier of steel paint cans,
plastic pails, paint bottles and ammunition boxes. The company
generates 91% of sales in the U.S. and 8% in Canada. Revenue for
the twelve months ended September 30, 2016 was approximately $1.4
billion. BWAY is a portfolio company of Stone Canyon Industries.


CADIZ INC: Derivative Suit Settlement Gets Preliminary Approval
---------------------------------------------------------------
The Superior Court of the State of California, County of Los
Angeles, entered an order on Jan. 25, 2017: (i) preliminarily
approving a proposed settlement of the shareholder derivative
lawsuit, entitled Herman Boschken v. Keith Brackpool et. al., Case
No. BC 609038, pending in the Superior Court of California and (ii)
approving for dissemination the Notice of Derivative Settlement to
current Cadiz Inc. shareholders.  The proposed settlement is
subject to final approval by the Superior Court of California.  The
Notice is available for free at:

                     https://is.gd/X2ktJa

Subject to final approval of the settlement by the Superior Court
of California, and in exchange for a release of all claims by the
plaintiffs and a dismissal of the Derivative Action with prejudice,
the Company has agreed (i) to implement certain corporate
governance reforms, (ii) to instruct the Company's insurer to pay
the plaintiffs' attorneys fees and expenses in an amount not to
exceed $230,000 and (iii) that $5,000 of the Fee and Expense Amount
be paid to the plaintiff.

                       About Cadiz

Cadiz Inc. is a land and water resource development company with
45,000 acres of land in three areas of eastern San Bernardino
County, California.  Virtually all of this land is underlain by
high-quality, naturally recharging groundwater resources, and is
situated in proximity to the Colorado River and the Colorado River
Aqueduct, a major source of imported water for Southern California.
The Company's properties are suitable for various uses, including
large-scale agricultural development, groundwater storage and water
supply projects.  The Company's main objective is to realize the
highest and best use of its land and water resources in an
environmentally responsible way.

Cadiz Inc. reported a net loss and comprehensive loss of $24.01
million in 2015, a net loss and comprehensive loss of $18.88
million in 2014 and a net loss and comprehensive loss of $22.67
million in 2013.

As of Sept. 30, 2016, Cadiz Inc. had $59.01 million in total
assets, $129.24 million in total liabilities and a total
stockholders' deficit of $70.22 million.


CALVERY SERVICES: Taps J&R United Hands as Accountant
-----------------------------------------------------
Calvery Services Corp. seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to hire an accountant.

The Debtor proposes to hire J&R United Hands Services, Corporation
to prepare its tax returns, and provide other accounting services
related to its Chapter 11 case.  The firm charges a flat fee of
$1,250 for preparation of income tax returns.

J&R United Hands does not represent any interest adverse to the
Debtor or its bankruptcy estate, according to court filings.

The firm can be reached through:

     Jose Octavio Osorio
     J&R United Hands Services Corporation
     5521 Ambassador Drive
     Tampa, FL 33615
     Email: jrunitedhands@hotmail.com

                     About Calvery Services

Calvery Services Corp. filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Fla. Case No. 16-07075) on Aug. 17, 2016.  The
petition was signed by William Quinones, president.  The Debtor is
represented by James W. Elliott, Esq., at McIntyre Thanasides
Bringgold Elliott Grimaldi & Guito, P.A.

The Debtor estimated assets at $100,001 to $500,000 and liabilities
at $500,001 to $1 million at the time of the filing.

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

On December 8, 2016, the court conditionally approved the Debtor's
disclosure statement, which explains its proposed Chapter 11 plan.


CENTRAL IOWA: Selling Assets, Auction on March 15
-------------------------------------------------
Central Iowa Healthcare asks the U.S. Bankruptcy Court for the
Southern District of Iowa to authorize the sale of substantially
all assets at auction, without a "stalking horse" bidder.

CIH operates a community hospital in Marshalltown, Iowa, which is
located between Des Moines and Cedar Rapids. Declining revenues
over the past several years have placed a considerable financial
strain on CIH and led to uncertainty about the hospital's ability
to continue as a going concern.

CIH initially hired Juniper Advisory, LLC in February of 2016 to
solicit interest from other parties who may wish to enter into a
business combination transaction or other commercial arrangement
with the System.  Juniper acted as CIH’s exclusive advisor to
assist in evaluating proposals and determining whether or not to
pursue a transaction.  Juniper ultimately contacted 23 healthcare
organizations inquiring about potential interest in a possible
transaction.  Although that effort spawned one letter of intent
from a potential partner, that potential partner subsequently
withdrew interest in August of 2016.

On Sept. 21, 2016, CIH retained Alvarez & Marsal Healthcare
Industry Group, LLC to act as financial advisor and assist CIH in
certain financial, operational and reorganization efforts.
Ultimately, CIH engaged in discussions with UnityPoint which
culminated in an agreement to purchase CIH's assets and a motion
filed by the Debtor to approve UnityPoint as a stalking horse
bidder in furtherance of an auction process.  UnityPoint has since
withdrawn its asset purchase agreement.  The Debtor remains in
discussions with UnityPoint as well as with other interested
parties, and wishes to proceed to a structured marketing and
auction process which the Debtor believes will result in a sale of
the Assets to another healthcare operator.

The Debtor believes that a sale of Assets following a structured
marketing process and an auction held pursuant to bids submitted in
accordance with the Bid Procedures is in the best interest of
Debtor's estate and its creditors.  To ensure that CIH has
maximized the value of the assets, the sale of the assets will
occur following a marketing process run by Juniper and the
acceptance of bids from interested parties pursuant to the Bid
Procedures.

As noted in the Bid Procedures, the Debtor will accept bids until
March 13, 2017, at 5:00 p.m. (CT), will inform all submitting
parties of the acceptance of "Qualified Bids" on March 14, 2017, no
later than 2:00 p.m. (CT), and will hold an auction at the offices
of the Debtor's counsel in Des Moines, Iowa, on March 15, 2017,
commencing at 10:00 a.m. (CT).

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

       http://bankrupt.com/misc/Central_Iowa_240_Sales.pdf

The proposed marketing process culminating in a sale of assets is
supported by ample business justification and is reasonable and
appropriate under the circumstances of the case.  The proposed
marketing timeline will afford sufficient time for interested
parties to prepare bids in accordance with the Bid Procedures, and
the Bid Procedures are designed to foster an open, competitive and
fair sale process, while maximizing the value the estate hopes to
obtain for the assets.  Furthermore, the Bid Procedures provide
that CIH may consider issues such as continuation of mission and
the continuation of healthcare services in Marshalltown as a factor
in weighing bids.  CIH submits that the factors described, which
support an expeditious sale of the assets, are consistent with the
traditional rationale for authorizing a sale outside of a Chapter
11 plan.

Based upon the authorities and facts detailed, the Debtor asks that
the Court establish March 16, 2017, commencing at 1:30 p.m. (CT),
as the date and time of the Sale Hearing, following the close of
the Debtor's auction to be held on March 15, 2017.  The Debtor
submits that it will be in position to present to the Court at the
Sale Hearing a proposed transaction of the Debtor's Assets that is
in the best interests of the Debtor, its estate and creditors, its
employees, its patients, and the City of Marshalltown, and that the
decision to sell the Assets, following a marketing process and in
accordance with the Bid Procedures was within the Debtor's sound
business judgment, after careful deliberation of its consequences
and possible alternatives.

The Debtor, CIH respectfully asks that the Court hear the Motion
and enter an Order: (a) finding that due and adequate notice and an
opportunity to be heard in accordance with all applicable law were
given to all creditors and interested parties in the Chapter 11
Case, and any and all other affected or interested parties; (b)
fixing March 16, 2017, commencing at 1:30 p.m. (CT), as the date
and time for the hearing to approve the sale of assets pursuant to
Section 363 of the Bankruptcy Code, free and clear of all liens,
encumbrances, claims and interests; (c) finding that the sale be
effective immediately and that the stay provisions of Bankruptcy
Rules 6004(h) and 6006(d) do not apply; and (d) providing such
other relief as is just and proper under the circumstances.

                About Central Iowa Healthcare

Central Iowa Healthcare, formerly doing business as Marshalltown
Medical Surgical Center, is a not-for-profit corporation formed
under the laws of the State of Iowa, and is tax exempt pursuant to
Section 501(c)(3) of the Internal Revenue Code. It is governed by
a
14-member Board of Trustees of which two members serve on an
ex-officio basis.

CIH operates a community hospital in Marshalltown, Iowa, which is
located between Des Moines and Cedar Rapids. Its 49-bed, acute
care
facility is the only full-service medical center in the area.

CIH is the sixth largest employer in Marshalltown. According to
U.S. Census 2015 data, Marshalltown's population is estimated at
27,620 and a median income of $50,396.

Declining revenues over the past several years have placed a
considerable financial strain on CIH and led to uncertainty about
the hospital's ability to continue as a going concern.

CIH sought Chapter 11 protection (Bankr. S.D. Iowa Case No.
16-02438) on Dec. 20, 2016.  The petition was signed by Dawnett
Willis, acting CEO.  The Debtor disclosed $81.91 million total
assets and $20.02 million total liabilities.

The case is assigned to Judge Anita L. Shodeen. The Debtor hired
Bradshaw,Fowler, Proctor & Fairgrave, P.C. as its legal counsel,
and Alvarez & Marsal Healthcare Industry Group, LLC as its
financial advisor. The Debtor engaged Andy Wang, Esq., at Wang
Kobayashi Austin, LLC as special counsel.

The U.S. Trustee for the Southern appointed Susan N. Goodman as
the
patient care ombudsman for CIH.

On Dec. 28, 2016, the U.S. Trustee appointed an official committee
of unsecured creditors. The Official Committee is represented by
Francis J. Lawall, Esq., at Pepper Hamilton LLP.


CHADHAM HOMEOWNERS: Taps Cole & Associates as Accountant
--------------------------------------------------------
Chadham by the Sea Homeowners Association, Inc. seeks approval from
the U.S. Bankruptcy Court for the Middle District of Florida to
hire an accountant.

The Debtor proposes to hire Cole & Associates, LLC to provide
accounting services, which include tax planning, auditing accounts,
and preparing its tax returns.

Ron Cole, a certified public accountant employed with Cole &
Associates, will be paid $250 for the preparation of tax returns
and $3,500 for auditing services.

Cole & Associates does not hold any interest adverse to the
Debtor's bankruptcy estate, according to court filings.

The firm can be reached through:

     Ron Cole
     Cole & Associates, LLC
     1222 Winter Garden
     Vineland Road, Suite 112
     Winter Garden, FL 34787
     Phone: +1 407-351-4730

              About Chadham By The Sea Homeowners

Chadham By The Sea Homeowners Association, Inc. sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
17-00520) on January 27, 2017.  The case is assigned to Judge Karen
S. Jennemann.

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


CHADHAM HOMEOWNERS: Taps James H. Monroe as Legal Counsel
---------------------------------------------------------
Chadham By The Sea Homeowners Association, Inc. seeks approval from
the U.S. Bankruptcy Court for the Middle District of Florida to
hire legal counsel in connection with its Chapter 11 case.

The Debtor proposes to hire James H. Monroe, P.A. to give legal
advice regarding its duties under the Bankruptcy Code, assist in
the preparation of a bankruptcy plan, and provide other legal
services.

The firm received an advance fee of $28,000 prior to the Debtor's
bankruptcy filing.  

James Monroe, Esq., disclosed in a court filing that his firm does
not represent any interest adverse to the Debtor or its bankruptcy
estate.

The firm can be reached through:

     James H. Monroe, Esq.
     James H. Monroe, P.A.
     P.O. Box 540163
     Orlando, FL 32854-0163
     Tel: (407) 872-7447
     Fax: (407) 246-0008
     Email: jamesmonroe@jamesmonroepa.com

              About Chadham By The Sea Homeowners

Chadham By The Sea Homeowners Association, Inc. sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
17-00520) on January 27, 2017.  The case is assigned to Judge Karen
S. Jennemann.

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


CHESAPEAKE ENERGY: Fitch to Withdraw Ratings on March 8
-------------------------------------------------------
Fitch Ratings plans to withdraw the ratings on Chesapeake Energy
Corporation on or about March 8, 2017, which is approximately 30
days from the date of its recent ratings release, for commercial
reasons.

Fitch currently rates Chesapeake:

-- Long-Term Issuer Default Rating (IDR) 'B-';
-- Senior secured bank facility 'BB-'/'RR1';
-- Senior secured term loan 'BB-'/'RR1';
-- Senior secured second lien notes 'B+'/'RR2';
-- Senior unsecured notes 'B-'/'RR4';
-- Convertible preferred stock 'CCC'/'RR6'.

The Rating Outlook is Negative.

Fitch reserves the right, at its sole discretion, to withdraw or
maintain any rating at any time for any reason it deems sufficient.
Fitch believes that investors benefit from increased rating
coverage by Fitch and is providing approximately 30 days' notice to
the market of the rating withdrawal of Chesapeake. Ratings are
subject to analytical review and may change up to the time Fitch
withdraws the ratings.

Fitch's last rating action for the above referenced entity was on
Aug. 18, 2016. The Long-Term IDR was affirmed at 'B-'. In addition,
Fitch affirmed the senior secured bank facility at 'BB-/RR1', the
senior secured term loan was rated at 'BB-/RR1', the senior secured
second lien notes were affirmed at 'B+/RR2', the senior unsecured
notes were affirmed at 'B-/RR4'; and the convertible preferred
stock was affirmed at 'CCC/RR6'.


CHRYSLER GROUP: Court Blocks Spitzer's Attempt to Rejoin Dealership
-------------------------------------------------------------------
Linda Chiem, writing for Bankruptcy Law360, reports that U.S.
District Judge Sean F. Cox sided with Chrysler, officially known as
FCA US LLC, and Fred Martin Motor Co. in Spitzer Autoworld Akron
LLC's renewed attempt to operate a Chrysler dealership after
Chrysler cut ties with it during 2009 bankruptcy.  Judge Cox ruled
that the dealer cannot relitigate an issue it failed to appeal.

                       About Chrysler LLC

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory
GroupLLC, and Greenhill & Co. LLC, for financial advisory services;
and Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of Dec. 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363 of
the Bankruptcy Code that would effect an alliance between Chrysler
and Italian automobile manufacturer Fiat.  As part of that deal,
Fiat acquired a 20% equity interest in Chrysler Group.

Under the terms approved by the Bankruptcy Court, the company
formerly known as Chrysler LLC on June 10, 2009, formally sold
substantially all of its assets, without certain debts and
liabilities, to a new company that will operate as Chrysler Group
LLC.  The U.S. and Canadian governments provided Chrysler with
$4.5 billion to finance its bankruptcy case.  Those loans are to be
repaid with the proceeds of the bankruptcy estate's liquidation.
Old Carco's Second Amendment Joint Plan of Liquidation was
confirmed by the Bankruptcy Court on April 23, 2010.


COMSCORE INC: Won't Be Able to Regain SEC Compliance by Feb. 23
---------------------------------------------------------------
comScore on Feb. 6, 2017, disclosed that the Company has notified
the Nasdaq Hearings Panel (the "Panel") that the Company will be
unable to regain compliance with its Securities and Exchange Act
("SEC") periodic reporting requirements by the February 23, 2017
deadline set by the Panel.

As previously disclosed, by decision dated October 25, 2016, the
Panel determined to provide comScore with conditional listing on
the Nasdaq Global Select Market ("Nasdaq") through February 23,
2017 so as to grant the Company additional time to complete its
financial restatement and regain compliance with Nasdaq's listing
requirements.

While comScore has made significant progress toward completing the
restatement process, it has determined that the aforementioned
deadline will not be met.

The delay primarily relates to the magnitude of work that the
Company needs to perform in order to review the Company's
accounting judgments and estimates for transactions that occurred
during 2013-2016.  Although the Company has made good progress
towards this effort, the amount of work, primarily in the revenue
area, has taken longer than anticipated.  The Company is targeting
the summer of 2017 to complete the restatement and become current
in filing all of its required SEC periodic reports, although there
can be no assurance that the process will be completed by that
time.

Gian Fulgoni, co-founder and Chief Executive Officer, commented,
"Although we are disappointed that we will not meet Nasdaq's
deadline, we have made significant progress towards the restatement
and in strengthening our internal audit and compliance functions.
Furthermore, our business fundamentals continue to be strong,
underscored by our healthy balance sheet with $116 million in cash.
We are confident in our strategy, our roadmap for innovation, our
unique data and technology assets, and in the value we deliver to
more than 3,000 clients, all of which we believe will drive
long-term growth for our Company."

As a result of the updated timing, comScore's common stock may be
suspended from trading and delisted from Nasdaq.  If the Panel
makes such a determination, the Company intends to file an appeal
with the Nasdaq Listing and Hearing Review Council (the "Listing
Council") requesting that the Listing Council stay any Panel action
to suspend comScore's listing and consider providing comScore with
additional time to complete the restatement process while remaining
listed on Nasdaq.

Following a possible suspension of trading in comScore's common
stock on Nasdaq, the Company intends that its shares be quoted on
the OTC Markets.  The Company will continue to work towards
completion of the restatement and to regain compliance with its SEC
reporting obligations as soon as practicable, at which time the
Company will promptly seek to relist its common stock on a major
exchange.

                          About comScore

comScore, Inc. (NASDAQ: SCOR) -- http://www.comscore.com-- is a
cross-platform measurement company that precisely measures
audiences, brands and consumer behavior everywhere.  comScore
completed its merger with Rentrak Corporation in January 2016, to
create the new model for a dynamic, cross-platform world.


COMSTOCK RESOURCES: Oaktree Holds 9.9% Equity Stake as of Jan. 26
-----------------------------------------------------------------
Oaktree Value Opportunities Fund Holdings, L.P., Oaktree Value
Opportunities Fund GP, L.P., Oaktree Value Opportunities Fund GP
Ltd., Oaktree Fund GP I, L.P., Oaktree Capital I, L.P., OCM
Holdings I, LLC, Oaktree Holdings, LLC, Oaktree Capital Management,
L.P., Oaktree Holdings, Inc., Oaktree Capital Group, LLC and
Oaktree Capital Group Holdings GP, LLC disclosed that as of Jan.
26, 2017, they beneficially own 1,493,401 shares of common stock of
Comstock Resources, Inc. representing 9.9 percent of the shares
outstanding.

Oaktree Value Opportunities Fund Holdings, L.P. directly holds
Comstock Resources notes that are convertible into shares of Common
Stock of the Company.  By the terms of the convertible notes, VOF
Holdings may not convert those notes for more than 9.99% of the
shares of Common Stock outstanding at any time.

The percentage ownership is based on a total of 13,455,559 shares
of Common Stock issued and outstanding as of Nov. 9, 2016, as
disclosed on the Issuer's form 10-Q, filed with the Securities and
Exchange Commission on Nov. 9, 2016, plus 1,493,401 shares issuable
to the Reporting Persons upon conversion of convertible notes held
by the Reporting Persons.

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

                         https://is.gd/qcJ7wc

                      About Comstock Resources

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

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

As of Sept. 30, 2016, Comstock had $885.5 million in total assets,
$1.10 billion in total liabilities and a total stockholders'
deficit of $220 million.

                        *     *     *

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

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


COMSTOCK RESOURCES: Whitebox Reports 6.8% Stake as of Jan. 27
-------------------------------------------------------------
Whitebox Advisors LLC and Whitebox General Partner LLC disclosed in
a Schedule 13G filed with the Securities and Exchange Commission
that as of Jan. 27, 2017, they beneficially own 985,930 shares of
common stock of Comstock Resources, Inc., representing 6.8 percent
of the shares outstanding.  A full-text copy of the regulatory
filing is available for free at:

                      https://is.gd/VXh5K2

                   About Comstock Resources

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

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

As of Sept. 30, 2016, Comstock had $885.5 million in total assets,
$1.10 billion in total liabilities and a total stockholders'
deficit of $220 million.

                        *     *     *

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

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


CONNEAUT LAKE VOLUNTEER: Taps Assessment Evaluation as Appraiser
----------------------------------------------------------------
Conneaut Lake Volunteer Fire Department received approval from the
U.S. Bankruptcy Court for the Western District of Pennsylvania to
hire Assessment Evaluation, Inc.

The Debtor tapped the firm to obtain the estimated value of its
real property.  Assessment Evaluation will charge no more $3,000,
to be paid upon completion of the appraisal.

Assessment Evaluation does not represent any interest adverse to
the Debtor's bankruptcy estate, according to court filings.

The firm maintains an office at:

     Assessment Evaluation, Inc.
     3645 West Lake Road
     Erie, PA 16505
     Phone: (814) 454-2484 ext 22
     Fax: (814) 455-3471

         About Conneaut Lake Volunteer Fire Department

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

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

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

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

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

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


COOK INVESTMENTS: Hires Bush Kornfeld as Counsel
------------------------------------------------
Cook Investments NW, SPNWY, LLC and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the Western District
of Washington to employ Bush Kornfeld LLP Law Offices as counsel.

The Debtors require Bush Kornfeld to:

      a. give the Debtors legal advice with the respect to its
powers and duties as debtor-in-possession in the continued
operation of its business and management of their property;

      b. prepare on behalf of the Debtors all necessary
applications, answers, orders, reports, and other legal papers;

      c. advise the Debtors with respect to all processes
surrounding a proposed sale of their assets and preparing all
pleadings associated therewith;

      d. assist the Debtors in review of all claims and in
determination of all issues associated with distribution on allowed
claims;

      e. take necessary action to avoid any liens subject to the
Debtors' avoidance; and

      f. perform any and all other legal services for the Debtors
as may be necessary in this bankruptcy case.

Katrina L. Samiljan, Esq., at Bush Kornfeld LLP, attests that the
firm represents no other entity in connection with these cases, is
not a creditor of the estate, and represents or holds no interest
adverse to the interests of the estates with respect to the matters
on which it is to be employed.

Bush Kornfeld may be reached at:

       Katrina L. Samiljan, Esq.
       Bush Kornfeld LLP
       601 Union St., Suite 5000
       Seattle, Washington 98101-2373
       Tel: (206) 292-2110
       Fax: (206) 292-2104

            About Cook Investments NW, SPNWY, LLC

Cook Investments NW, SPNWY, LLC filed a Chapter 11 bankruptcy
petition (Bankr. W.D.WA. Case No. 16-44782) on November 21, 2016.
The Hon. Brian D. Lynch presides over the case. Bush Kornfeld LLP
represents the Debtor as counsel.

In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Michael
Cook, sole member.


CORWIN PLACE: To Fund Exit Plan Through Sale of Real Estate
-----------------------------------------------------------
Corwin Place LLC on Feb. 2 filed with the U.S. Bankruptcy Court for
the Northern District of West Virginia its proposed plan to exit
Chapter 11 protection.

The restructuring plan contemplates the sale of Corwin's real
property and payment of claims in accordance with their priority,
as well as the pursuit of the company's claims against various
parties.  Under the plan, Corwin anticipates that all allowed
claims will be paid in full.

Corwin owns real estate in Morgantown, West Virginia, that has a
total value of $3.38 million. The property is subject to Premier
Bank's secured claim, which the company disputes.

Corwin will fund its plan through the sale of the real estate and
through recovery from a lawsuit pending before the bankruptcy
court.  It is anticipated that the real estate will be fully sold
within the next 12 months, according to the company's disclosure
statement filed on Feb. 2.

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

            https://is.gd/ycwN9C

Corwin is represented by:

     David L. Fuchs, Esq.
     960 Penn Avenue, Suite 1200
     Pittsburgh, PA 15222
     Phone: (412) 392-0330
     Fax: (412) 392-0335
     Email: dfuchs@lampllaw.com

          -- and --

     Michael A. Jacks, Esq.
     Jacks Legal Group, P.L.L.C.
     United Federal Credit Union Building
     3467 University Ave, Suite 200
     Morgantown, WV 26505
     Office: (304) 599-4770
     Mobile: (304) 906-9165
     Fax: (304) 278-3187
     Email: mike@jackslegal.com

                        About Corwin Place

Corwin Place LLC filed a chapter 11 petition (Bankr. W.D. Pa. Case
No. 16-21861) on May 16, 2016.  The petition was signed by Charles
Corwin, managing member.  

On July 22, 2016, the case was ultimately transferred to the U.S.
Bankruptcy Court for the Northern District of West Virginia under
Case No. 16-00750.

The Debtor estimated assets and liabilities at $500,001 to $1
million at the time of the filing.


COSI INC: Asks Court to OK Amended Franchise Pact With Fast Casual
------------------------------------------------------------------
Joyce Hanson, writing for Bankruptcy Law360, reports that Cosi Inc.
has asked the U.S. Bankruptcy Court for the District of
Massachusetts to approve a settlement and amended franchise
agreement it reached with franchisee Fast Casual LTDA over its
ability to fulfill a stalking horse bid without paying fees
allegedly due to the franchisee.  

According to Law360, the Debtor said that Fast Casual will pay it
all unpaid royalty, marketing and franchise fees, totaling
$21,665.

                        About Cosi, Inc.

Cosi, Inc., is an international fast-casual restaurant company
featuring its crackly-crust flatbread made fresh throughout the day
and specializing in a variety of made-to-order hot and cold
sandwiches, salads, bowls, breakfast wraps, "Squagels" (square
bagels), melts, soups, flatbread pizzas, S'mores, snacks, deserts
and a large offering of handcrafted, coffee-based, and specialty
beverages.  Cosi prides itself on using the best ingredients,
including foods containing high quality proteins, and products
devoid of high-fructose corn-syrup and preservatives and
additives.

Cosi, the parent company of all the Debtors, was first established
in New York in 1996 and incorporated in Delaware in 1998.  In 2002,
Cosi became publicly traded company on the Nasdaq exchange under
the symbol "COSI".

Cosi, Inc., and its affiliated debtors filed Chapter 11 petitions
(Bankr. D. Mass. Lead Case No. 16-13704-MSH) on Sept. 28, 2016. The
cases are assigned to Judge Melvin S. Hoffman.

Prior to the Petition Date, the Debtors had 72 debtor-owned
locations and 35 franchised locations and employed 1,555 people.

The Debtors tapped Joseph H. Baldiga, Esq. and Paul W. Carey,
Esq., at Mirick, O'Connell, DeMallie & Lougee, LLP, as counsel; and
DLA Piper LLP (US) as special counsel.

The Debtors hired The O'Connor Group as their financial consultant;
BDO USA, LLP as auditor and accountants; and Randy Kominsky of
Alliance for Financial Growth, Inc., as chief restructuring
officer.  

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


CTI BIOPHARMA: Baxalta GmbH Reports 5.5% Equity Stake as of Jan. 1
------------------------------------------------------------------
On Feb. 6, 2017, Baxalta Incorporated, Baxalta GmbH and Shire plc
disclosed in an amended Schedule 13G filed with the Securities and
Exchange Commission that as of Jan. 1, 2017, they beneficially own
1,567,398 shares of common stock of CTI Biopharma representing 5.5
percent based upon 28,237,661 shares of issuer's common stock
outstanding.

The reported securities are beneficially owned by Baxalta GmbH, an
indirect wholly-owned subsidiary of Baxalta Incorporated, which, in
turn, is an indirect wholly-owned subsidiary of Shire plc,
following consummation of Shire's acquisition of Baxalta pursuant
to the merger of a wholly-owned subsidiary of Shire with and into
Baxalta, which merger transaction closed on June 3, 2016.
  
As disclosed by CTI Biopharma in its periodic report filed with the
SEC on Form 8-K on Dec. 9, 2016, the Company effected a one-for-ten
reverse stock split, which became effective on Jan. 1, 2017.  The
reverse stock split reduced the number of reported securities
beneficially owned by the reporting persons from 15,673,981 to
1,567,398.

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

                      https://is.gd/NbSG2o

                       About CTI BioPharma

CTI BioPharma Corp. (NASDAQ and MTA: CTIC) --
http://www.ctibiopharma.com/-- formerly known as Cell
Therapeutics, Inc., is a biopharmaceutical company focused on
the acquisition, development and commercialization of novel
targeted therapies covering a spectrum of blood-related cancers
that offer a unique benefit to patients and healthcare providers.
The Company has a commercial presence in Europe and a late-stage
development pipeline, including pacritinib, CTI's lead product
candidate that is currently being studied in a Phase 3 program for
the treatment of patients with myelofibrosis.  CTI BioPharma is
headquartered in Seattle, Washington, with offices in London and
Milan under the name CTI Life Sciences Limited.

CTI Biopharma reported a net loss attributable to common
shareholders of $122.62 million on $16.11 million of total revenues
for the year ended Dec. 31, 2015, compared to a net loss
attributable to common shareholders of $96.0 million on $60.07
million of total revenues for the year ended Dec. 31, 2014.

As of Sept. 30, 2016, CTI Biopharma had $76.48 million in total
assets, $63.96 million in total liabilities and $12.51 million in
total shareholders' equity.

The Company's independent registered public accounting firm
included an explanatory paragraph in its reports on its
consolidated financial statements for each of the years ended
Dec. 31, 2007, through Dec. 31, 2011, and for the year ended
Dec. 31, 2014, regarding their substantial doubt as to the
Company's ability to continue as a going concern.  The Company said
that although its independent registered public accounting firm
removed this going concern explanatory paragraph in its report on
our Dec. 31, 2015, consolidated financial statements, the Company
expects to continue to need to raise additional financing to fund
its operations and satisfy obligations as they become due.
According to the Company, the inclusion of a going concern
explanatory paragraph in future years may negatively impact the
trading price of its common stock and make it more difficult, time
consuming or expensive to obtain necessary financing, and the
Company cannot guarantee that it will not receive such an
explanatory paragraph in the future.


DAKOTA PLAINS: Court OKs $10.85M Purchase Agreement with BioUrja
----------------------------------------------------------------
The Bankruptcy Court approved on Jan. 27, 2017, a "stalking horse"
asset purchase agreement, dated Dec. 19, 2016 and amended Jan. 26,
2017, by and between Dakota Plains Holdings, Inc. and its
wholly-owned subsidiaries and BioUrja Trading, LLC, pursuant to
which, subject to the terms and conditions of the Asset Purchase
Agreement, BioUrja agreed to purchase substantially all of the
assets of the Debtors for a purchase price equal to approximately
$10.85 million, which would be satisfied in cash and the assumption
of certain specified liabilities, including payment of pre-petition
cure costs of up to $50,000 required to be paid pursuant to Section
365 of the Bankruptcy Code and the remainder to be paid from the
purchase price.

The consummation of the transactions contemplated by the Asset
Purchase Agreement is subject to certain customary conditions as
specified in the Asset Purchase Agreement.  The Asset Purchase
Agreement also provides for a termination fee payable to the
Purchasers upon the occurrence of certain events.

A copy of the Asset Purchase Agreement, as amended, is available
for free at https://is.gd/wcwVTn

              About Dakota Plains Holdings, Inc.

Dakota Plains Holdings, Inc. (NYSE MKT: DAKP) --
http://www.dakotaplains.com/--is an energy company operating the
Pioneer Terminal transloading facility. The Pioneer Terminal is
centrally located in Mountrail County, North Dakota, for Bakken and
Three Forks related Energy & Production activity.

Dakota Plains Holding and six of its wholly owned subsidiaries
filed voluntary Chapter 11 petitions (Bankr. D. Minn. Lead Case No.
16-43711) on Dec. 20, 2016, initiating a process intended to
preserve value and accommodate an eventual going-concern sale of
Dakota Plains' business operations. The petitions were signed by
Marty Beskow, CFO. The cases are assigned to Judge Michael E.
Ridgway.

At the time of the filing, Dakota Plains Holdings disclosed $3.08
million in assets and $75.38 million in liabilities.

Baker & Hostetler LLP has been tapped as the Debtors' legal
counsel.  Ravich Meyer Kirkman McGrath Nauman & Tansey, A
Professional Association serves as co-counsel.  Canaccord Genuity
Inc. serves as the Debtors' financial advisor and investment
banker, Carlson Advisors as accountant, James Thornton as special
purpose counsel.

The U.S. Trustee has been unable to appoint an official unsecured
creditors committee.


DANCING WATERS: To Sell Whatcom County Property to Pay Creditors
----------------------------------------------------------------
Dancing Waters, LLC, and its affiliates filed with the U.S.
Bankruptcy Court for the Western District of Washington a joint
first amended disclosure statement describing their first amended
plan of liquidation.

The Plan provides for the full payment of all creditors.
Initially, the Plan provides for the Sale of the Property located
in Whatcom County for an amount payable at closing more than
sufficient to pay all Claims in Classes 1, 4, 5 and 6 and
Administrative Expense Claims in full.  The deferred portion of the
purchase price for the Property, an additional $2,100,000, will be
paid from the proceeds of future lot sales by the buyer and the
entire amount is due to be paid not later than three years after
Closing.  If that amount is insufficient to pay all remaining
Allowed Claims in full, the Plan provides for the liquidation of
additional assets so full payment to all creditors can be
achieved.

In the event the Sale will fail, the Debtors will promptly list the
Property for sale with a national auction company acceptable to the
Debtors and the Advisory Committee, without reserve, with the
intention of achieving the closing of a sale of the Property within
approximately 120 days.

The Plan also provides for the liquidation of additional assets if
the proceeds from the Sale of the Property are insufficient to pay
all Allowed Claims in full.

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

          http://bankrupt.com/misc/wawb15-13216-277.pdf

                    About Dancing Waters

Dancing Waters, LLC, sought Chapter 11 protection (Bankr. W.D.
Wash. Case No. 15-13216) on May 22, 2015.  Judge Timothy W. Dore
is
assigned to the case.  The Debtor estimated assets and
liabilities
in the range of $1 million to $10 million.  The Debtor tapped
James
L. Day, Esq. at the Bush Strout & Kornfeld LLP as counsel.  The
petition was signed by Roger Sahlin, manager.


DIOCESE OF GALLUP: Wins Final Decree Closing Ch. 11 Case
--------------------------------------------------------
The Diocese of Gallup, New Mexico, on Jan. 31, 2017, received from
the bankruptcy court a final decree closing its Chapter 11 case,
the National Catholic Reporter said.

The Diocese in June 2016 received court approval of a
reorganization plan that provides $17.6 million in compensation to
57 sex-abuse victims.

As previously reported by the TCR, Judge David Thuma granted final
court approval of Gallup's bankruptcy-exit plan that would
distribute $25 million to creditors.  The Plan is largely funded by
contributions from the diocese, insurance carriers, parishes and
sales of the diocese's property.

                  About The Diocese of Gallup

The Diocese of Gallup, New Mexico, principally encompasses
American Indian reservations for seven tribes in northwestern New
Mexico and northeastern Arizona. It is the poorest diocese in the
U.S.  There are 53 parishes, 13 schools, and 5 social centers
within the diocesan boundaries—all serving approximately
58,000 Catholics among a total population of 490,000.

The diocese sought bankruptcy protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. N.M. Case No. 13-bk-13676) on Nov. 12,
2013, in Albuquerque, New Mexico amid suits for sexual abuse
committed by priests.

The Diocese of Gallup became one of 13 U.S. dioceses that have
filed for bankruptcy in response to civil lawsuits filed against
the diocese on behalf of alleged victims of sexual abuse by
priests.

The petition shows assets and debt both less than $1 million.


ECRA GROUP: Court Conditionally Approves Disclosure Statement
-------------------------------------------------------------
Judge Edward A. Godoy of the U.S. Bankruptcy Court for the District
of Puerto Rico issued an order conditionally approving the
disclosure statement and chapter 11 plan filed by Ecra Group Corp.

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.

Any objection to the final approval of the disclosure statement
and/or the confirmation of the Plan shall be filed on/or before 14
days prior to the date of the hearing on confirmation of the Plan.


A hearing for the consideration of the final approval of the
Disclosure Statement and the confirmation of the Plan and of such
objections as may be made to either will be held on Feb. 17, 2017
at 09:30 A.M. at the Jose V. Toledo Federal Building & U.S.
Courthouse, Courtroom 3, Third Floor, 300 Recinto Sur Street, San
Juan, Puerto Rico.

Class 4 under the plan consists of the general unsecured creditors.
Each member of this class will receive a distribution equal to 3%
of its allowed claim on monthly installments within a period not to
exceed 60 months.

The Plan will be funded through cash on hand at the Effective Date,
and through selling the commercial real estate property. Future
income from savings on reduction of operational expenses
maintaining and increasing the sales to customers will also be used
for the payment plan.

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

       http://bankrupt.com/misc/prb16-04651-11-53.pdf

                     About ECRA Group

ECRA Group, Corp., is organized under the laws of the Commonwealth
of Puerto Rico and organized on Nov. 16, 2005.  Annette Cancel
Lorenzana is the president of the corporation and co-owner with
45% of the stocks; Carlos I. Arce is the owner of 45% of the
stocks; Iannette Arce Cancel is the secretary of the corporation
and owner of 5% of the stocks, and Liannette Arce Cancel is the
owner of 5% of the stocks of the corporation.  The Debtor
operates
its business dba Ferreteria Arce at a rented commercial property
dedicated to servicing and selling construction materials and
hardware equipment and related materials to general customers and
construction technicians.  The store is located at road 670.23
Marginal Street, Parcelas Marquez, Vega Baja, Puerto Rico.  The
Debtor owns the real property dedicated for the leasing business
operation.

The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D.P.R.
Case No. 16-04651) on June 10, 2016.  Luis D. Flores Gonzalez at
The Law Offices of Luis D. Flores Gonzalez as bankruptcy counsel.

As of the date of the filing of the Chapter 11 petition, the
Debtor had assets of $545,500 and liabilities of $782,989.


EDUCATION MANAGEMENT: Bondholder Wants Rehearing of 2nd Cir. Ruling
-------------------------------------------------------------------
Rick Archer, writing for Bankruptcy Law360, reports that private
equity firm Marblegate Asset Management asked on Wednesday for an
en banc rehearing of the U.S. Court of Appeals for the Second
Circuit's decision that Education Management Corp.'s proposed
restructuring was legal.  

As reported by the Troubled Company Reporter on Jan. 20, 2017,
Martin O'Sullivan of Bankruptcy Law360 reported that the Second
Circuit overturned a federal district judge's finding that the $1.5
billion out-of-court restructuring proposed by Education Management
violated a Depression-era law meant to protect bondholders, saying
the payment terms governing the bonds at issue were not modified.

The panel's decision that the proposed restructuring did not breach
the Trust Indenture Act went against the intent of the act and
gutted the protections it is supposed to provide to minority
bondholders, Law360 relates, citing Marblegate Asset.

                   About Education Management

Education Management LLC, an indirect subsidiary of Education
Management Corporation based in Pittsburgh, Pennsylvania, is one
of the largest providers of private post-secondary education in
North America.  The company's education systems (The Art
Institutes, Argosy University, Brown Mackie Colleges and South
University) offer associate through doctorate degrees with
approximately 120,000 students.  The company reported revenues of
approximately $2.4 billion for the twelve months ended March 31,
2014.


EDWARD YODER: Ex-Monarch CEO Sentenced to 2 Years in Prison
-----------------------------------------------------------
As widely reported, former Monarch Mortgage CEO Edward "Ted" Yoder
was recently sentenced to two years in prison for bankruptcy fraud
and ordered to pay $364,660 in criminal restitution.

Prosecutors asked for a sentence of at least two and a half years,
while the defense asked for less, according to The
Virginian-Pilot.

According to a WAVY.com report, prosecutors claimed that Mr. Yoder
devised a scheme in 2012 to defraud his creditors of $339,660.  Mr.
Yoder had 133,000 shares of stock in Sirius XM Radio, which he
"discreetly" sold for about $350,000.  He then wired $330,000 to
his girlfriend Susan Spearman, along with $25,000 in a separate
transaction, in an attempt to hide the money.  Yoder didn’t
disclose the sale of the stock to the bankruptcy court.

According to The Virginian-Pilot, Mr. Yoder in October 2016 pleaded
guilty to working with his former girlfriend to conceal the stock
sale from creditors.

Ms. Spearman pleaded guilty to a similar charge in May 2016 and is
awaiting sentencing.

                        About Edward Yoder

Edward O. Yoder, former president of Monarch Mortgage, sought
Chapter 11 bankruptcy protection (Bankr. E.D. Va. Case No.
11-73305) on July 21, 2011.  In August 2011, Mr. Yoder filed
schedules disclosing $2.74 million in assets and $4 million in
liabilities as of the bankruptcy filing.  His declared assets
included a Virginia Beach home valued at slightly more than $1
million and investments, savings, household items and other
personal property valued at $1.7 million.


EMERALD ACQUISITION: S&P Affirms BB ICR & Revises Outlook to Neg.
-----------------------------------------------------------------
S&P Global Ratings said it revised its outlook on Emerald
Acquisition Ltd. to negative from stable and affirmed the 'BB'
issuer credit rating on the company.

"At the same time, we also affirmed the 'BB' issue-level ratings on
Russell Investments US Institutional Holdco, Inc. and Russell
Investments US Retail Holdco, Inc. (which are guaranteed by
Emerald)." said S&P Global Ratings credit analyst Brian Estiz.  The
recovery rating remains at '3', indicating S&P's expectation for a
meaningful recovery (50% to 70%; lower half of the range) for
debtholders in the event of a payment default.

The outlook revision on Emerald follows the company's announcement
of a $200 million add-on to the existing $647 million term loan B
in order to fund a dividend to shareholders.  The transaction comes
less than a year after TA Associates and Reverence Capital Partners
completed the acquisition of the asset management business
previously integrated under Frank Russell Co. from the London Stock
Exchange in June 2016.

S&P's calculated debt-to-adjusted EBITDA metric for 2016 is
approximately 5x, which is at the high end of S&P's forecast range
of 4x to 5x.  Previously, S&P had forecasted that the company would
reduce leverage to the mid-4.0x area, but it now projects that
leverage will be close to 5x in 2017 as a result of the new debt
issuance.  In S&P's calculation of leverage, it includes an
operating lease adjustment, the earn-outs related to the
acquisition, and S&P's do not net surplus cash as a result of the
financial sponsor ownership.

The company's AUM at the end of 2016 were $174 billion, compared
with $164 billion at the end of 2015.  However, the growth in AUM
was the result of market performance and not flows, which declined
for the third consecutive year.  That said, the pace of outflows
lessened in 2016.  Furthermore, average fee rates were under
pressure in both the retail and institutional channels.  However,
the impact was partially offset by the synergies attained since the
acquisition was closed.

The negative outlook reflects S&P's expectation that the company
will operate with debt to adjusted EBITDA at approximately 5x in
the next six to 12 months as gains from meaningful cost synergies
offset the increase in funded debt.  S&P's forecast also reflects
its view that AUM levels will remain fairly constant over the next
year.

Downside scenario

S&P could lower the ratings if leverage increases modestly above
its expectations as a result or lower AUM, fee rate pressures, or
an inability to recognize synergies.  Under this scenario, leverage
would be in the low 5.0x area.  Additionally, any further
debt-funded dividend payments could also result in ratings
pressure.

Upside scenario

S&P could revise the outlook to stable if performance is ahead of
expectations, with meaningful AUM growth and moderate average fee
rate increases, or if the company is able to realize its synergies
at an accelerated pace.  At that time, S&P would forecast leverage
would to be in the low 4x area on a sustained basis.  Additionally,
the revision of the outlook to stable would also be predicated on
S&P's view that the company has become somewhat less aggressive in
its financial policies.



ERGON CARIBBEAN: Taps Jimenez Vazquez as Accountant
---------------------------------------------------
Ergon Caribbean Corp. seeks approval from the U.S. Bankruptcy Court
for the District of Puerto Rico to hire an accountant.

The Debtor proposes to hire Jimenez Vazquez & Associates, PSC to
assist in documenting the reorganization plan to be filed in its
bankruptcy case, prepare tax returns, and provide other accounting
services related to the case.

Jose Victor Jimenez, a certified public accountant, will be paid an
hourly rate of $155 for his services.

Mr. Jimenez disclosed in a court filing that he and other employees
of his firm are "disinterested persons" as defined in section
101(14) of the Bankruptcy Code.

The firm can be reached through:

     Jose Victor Jimenez
     Jimenez Vazquez & Associates, PSC
     Calle 8 D-1 Valparaiso
     Toa Baja, PR 00949
     Tel: 787.447.0098
     Fax: 1.831.309.7425/939.338.2362

The Debtor is represented by:

     Carmen D. Conde Torres, Esq.
     C. Conde & Assoc.
     Best Guard Security Corp.
     254 San Jose Street, 5th Floor
     San Juan, PR 00901-1523
     Tel: 787-729-2900
     Email: notices@condelaw.com

                  About Ergon Caribbean Corp.

Ergon Caribbean Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.P.R. Case No. 17-00366) on January 25,
2017.  The petition was signed by Juan Gabriel Pla, president.  

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


ERICKSON INC: Seeks to Hire Morten Beyer as Appraiser
-----------------------------------------------------
Erickson Incorporated seeks approval from the U.S. Bankruptcy Court
for the Northern District of Texas to hire an appraiser.

The Debtor proposes to hire Morten Beyer & Agnew to appraise
certain aircraft assets and aircraft parts.  The firm will also
provide type certificate valuation services, if requested.

Morten Beyer will receive $70,556 for the appraisal services.  For
type certificate valuation or testimony, the firm will charge these
hourly rates:

     Principal                  $442
     EVP/SVP/Chief              $387
     MD/VP/Senior Associate     $304
     Director/Associate         $223
     Manager/Associate          $179
     Senior Analyst             $155
     Analyst                    $129
     Administrative              $98

David Tokoph, chief operating officer of Morten Beyer, disclosed in
a court filing that his firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     David Tokoph
     Morten Beyer & Agnew
     2101 Wilson Boulevard, Suite 1001
     Arlington, VA 22201
     Phone: 1.703.276.3200
     Fax: 1.703.276.3201

                        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 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.

On December 23, 2016, the Debtors filed their joint Chapter 11 plan
of reorganization and disclosure statement.  Under the plan, each
holder of an allowed Class 7 unsecured claim will receive its pro
rata share of the "litigation trust interests."


ERICKSON INC: Unsecureds to Recoup .11%-.44% Under 2nd Amended Plan
-------------------------------------------------------------------
Erickson Inc, et al., filed with the U.S Bankruptcy Court for the
Northern District of Texas a second amended disclosure statement in
support of its second amended joint plan of reorganization, dated
Feb. 3, 2017.

Summary of Plan treatment:

   Class 1 - Other Priority
             Unsecured Claims        100%

   Class 2 - Other Secured Claims    100%

   Class 3 - Secured Tax Claims      100%

   Class 4 - Existing First Lien
             Credit Facility Claims  100%

   Class 5 - Existing Second Lien
             Secured Claims          1.32% to 6.28%

   Class 6 - General Unsecured
             Claims                  0.11-0.44%
                                     (if Class 5 votes
                                     to accept the Plan)

                                     0.10%-0.42%
                                     (if Class 5 votes
                                     to reject the Plan)

Class 6, General Unsecured Claims, is impaired under the plan.
Each holder of an Allowed Class 6 Claim will receive its Pro Rata
share of the Litigation Trust Interests.

The estimated total allowed class 6 claims, including existing
second lien deficiency claims, is $452.0 million to $520.3 million
if Class 5 votes to accept the plan or $475.2 million to $525.2
million if Class 5 votes to reject the plan.  The projected
recovery for this class is .11% to.44% if Class 5 votes to accept
the plan or .10% to .42% if Class 5 votes to reject the plan.

The initial plan previously classified general unsecured creditors
in Class 7.

Distributions under the Plan are based upon:

   (1) Cash on hand, including Cash from operations,
   (2) the New First Lien Credit Facility,
   (3) the New Second Lien Credit Facility,
   (4) the proceeds from the Rights Offering, and
   (5) recoveries from the Litigation Trust Assets.

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

             http://bankrupt.com/misc/txnb16-34393-11-382.pdf

                           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.


ESPLANADE HL: Intends to File Plan of Reorganization by April 14
----------------------------------------------------------------
Esplanade HL, LLC and its debtor-affiliates request the U.S.
Bankruptcy Court for the Northern District of Illinois to extend
the exclusive period during which the Debtors may file a chapter 11
plan of reorganization and solicit acceptances of such plan, to and
including April 14, 2017 and June 14, 2017, respectively.

Without the requested extension, the Debtors' exclusive right to
file a Plan would expire on February 14, 2017 pursuant to 1121(b)
of the Bankruptcy Code.

The Debtors relate that since the Petition Date, their resources
have been focused on various critical issues related to their
emergence from chapter 11, including (a) preparation of their
schedules and statements of financial affairs, (b) negotiating use
of cash collateral with First Midwest Bank, (c) marketing the
Properties through their Real Estate Advisors, A&G Realty Partners,
LLC, (d) litigating issues with respect to certain Debtors'
prepetition receiver, attending to case-administration issues, and
otherwise preserving the value of their respective bankruptcy
estates.  

The Debtors relate that they have received a letter of intent from
a potential purchaser for each of the Illinois Properties.
Unfortunately, the potential purchaser withdrew its letter of
intent on February 2, 2017, and A&G Realty is currently continuing
to market the Properties.

In addition, the Debtors contend that they have met each of the
requirements under the various cash collateral orders that have
been entered in these Chapter 11 Cases, including making
interest-only payments to First Midwest Bank.  Accordingly, the
Debtors tell the Court that given the progress they have made thus
far in their reorganization process, there is more than sufficient
"cause" for a 60-day extension of the Exclusive Periods.

Further, the Debtors aver that the last date within which
non-government creditors may file a proof of claim was set to
expire February 7, 2017. Thus, it is likely that the universe of
claims will be clear by the time their Exclusivity Motion is heard.
The Debtors each have good prospects for reorganization, as each
Property is likely worth more than the underlying secured debt.

A hearing to consider extension of the Debtors' exclusive periods
was set for February 9.

                   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.


FANSTEEL INC: Panel Wants Exclusive Solicitation Period Terminated
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Fansteel, Inc.,
Wellman Dynamics Corporation, and Wellman Dynamics Machinery &
Assembly, Inc. requests the U.S. Bankruptcy Court for the Southern
District of Iowa to terminate the exclusive period during which the
Debtors may solicit acceptance of their Chapter 11 Plan.

The Committee relates that the Court has already heard that the
Debtors' major case constituents, including the Committee, have
major concerns regarding the Debtors' ability to confirm a feasible
plan of reorganization. After a careful review of the Debtors'
recently filed Plans and Disclosure Statements, the Committee
points out that the Debtors' Plans and Disclosure Statements lack
material information and have serious deficiencies which have not
been allayed.

The Committee also relates that although the Debtors promised to
address the Committee's issues with the Plans and Disclosure
Statements, to date, the Debtors have failed to address even a
single Committee concern.

In addition, the Committee tells the Court that based on the
relative lack of information in the Disclosure Statements, the
Committee is afraid that the Debtors' Plans may not be feasible and
may not meet the standards for confirmation. Even if confirmed,
there remains substantial risk that the Plans will never go
effective, particularly becasue the Debtors have provided
absolutely no evidence that they will be able to obtain the
financing necessary to exit chapter 11, pay claims, and operate on
a going concern basis.

The Committee contends that the feasibility issues surrounding the
Debtors' Plans, coupled with the Debtors' lack of follow up
regarding even the most basic Disclosure Statement concerns,
warrants a termination of the Debtors' exclusivity periods now. The
Committee adds that starting over at square one in the plan
solicitation process several months from now would be costly,
extremely detrimental to the Debtors' estates and creditors, and a
waste of estate and judicial resources.

Moreover, the Committee asserts that terminating exclusivity will
not prejudice the Debtors because all that the termination will do
is streamline these cases, level the playing field, and allow
parties in interest an opportunity to propose alternatives to the
Debtors' Plans for consideration by creditors.

                                About Fansteel

Headquartered in Creston, Iowa, Fansteel operates four business
units at four locations in the USA and one in Mexico with a
workforce of more than 600 employees. Fansteel generated
approximately $87.4 million in revenue in 2015 on a consolidated
basis.  WDC contributes approximately 67% of Fansteel's sales.  The
rest of the sales are generated from Intercast, a division of
Fansteel, and other non-debtor subsidiaries, as disclosed in court
documents.

Fansteel, Inc., d/b/a Fansteel Intercast, d/b/a Fansteel Wellman
Dynamics, d/b/a Fansteel American Sintered Technologies, and its
affiliates Wellmand Dynamics Corporation, and Wellman Dynamics
Machinery & Assembly, Inc. filed separate Chapter 11 petitions
(Bankr. S.D. Iowa Lead Case No. 16-01823, Affiliated Bankr. S.D.
Iowa Case Nos. 16-01825 and 16-01827, respectively) on Sept. 13,
2016.  The petitions were signed by Jim Mahoney, CEO.  The cases
are assigned to Judge Anita L. Shodeen. The Debtors disclosed total
assets of $32.9 million and total debt of $41.97 million.

The Debtors tapped Jeffrey D. Goetz, Esq. and Krystal R.
Mikkilineni, Esq., at Bradshaw, Fowler, Proctor & Fairgrave P.C. as
its general reorganization counsel; CohnReznick LLP as an expert
business valuation consultant and expert witnesses; Donlin, Recano
& Company, Inc. as their claims, noticing and solicitation agent;
RSM US LLP as tax accountant, tax advisor and independent auditor;
Jeffrey Sands and Dorset Partners, LLC as business broker; Mark J.
Steger, Esq. at Clark Hill PLC, as its environmental counsel; and
Stantec Consulting Services, Inc., as its environmental
consultant.

The U.S. Trustee for Region 12 on Sept. 23, 2016, appointed nine
creditors of Fansteel Inc. to serve on the official committee of
unsecured creditors.  The Official Committee has retained Morris
Anderson & Associates, Ltd., as financial advisor, and Archer &
Greiner, P.C. and Nyemaster Goode, P.C., as counsel.


FOUNDATION HEALTHCARE: Owners Down to 160; SEC Reporting to End
---------------------------------------------------------------
Foundation Healthcare, Inc. filed a Form 15 with the Securities and
Exchange Commission notifying the termination of registration of
the Company's common stock, $0.0001 par value, under Section 12(g)
of the Securities Exchange Act of 1934.  As a result of the Form 15
filing, the Company is not anymore obligated to file periodic
reports with the SEC.

There were 160 holders of record of the Company's common stock as
of Feb. 3, 2017.

                 About Foundation Healthcare

Oklahoma City-based Foundation Healthcare is a healthcare services
company primarily focused on owning controlling interests in
surgical hospitals and the inclusion of ancillary service lines.
The Company currently owns controlling and noncontrolling
interests in surgical hospitals located in Texas.  The Company also
owns noncontrolling interests in ambulatory surgery centers
("ASCs") located in Texas, Oklahoma, Pennsylvania, New Jersey,
Maryland and Ohio.

Additionally, the Company provides sleep testing management
services to various rural hospitals in Iowa, Minnesota, Missouri,
Nebraska and South Dakota under management contracts with the
hospitals.  The Company provides management services to a majority
of its Affiliates under the terms of various management agreements.
Prior to Dec. 2, 2013, the Company's name was
Graymark Healthcare, Inc.

As of June 30, 2016, Foundation had $127 million in total assets,
$136 million in total liabilities, $6.96 million in preferred stock
non-controlling interest and a total deficit of $15.7 million.

Foundation Healthcare reported net income attributable to the
Company's common stock of $5.19 million on $126 million of
revenues for the year ended Dec. 31, 2015, compared to a net loss
attributable to the Company's common stock of $2.09 million on
$102 million of revenues for the year ended Dec. 31, 2014.


FOUNTAINS OF BOYNTON: Seeks April 10 Plan Exclusivity Extension
---------------------------------------------------------------
Fountains of Boynton Associates, Ltd. asks the U.S. Bankruptcy
Court for the Southern District of Florida to extend the exclusive
period within which it can file and solicit acceptances to an
amended plan reorganization by approximately 60 days or through
April 10, 2017.

The Debtor has filed an amended plan of reorganization and
disclosure statement on January 9, 2017. By prior order, the Court
has extended the Solicitation Period to February 6, 2017.

The Debtor relates that it has filed a Plan which contemplated
selling substantially all of its assets in a private sale for $53.6
million. The Debtor has anticipated that the sale price would have
been sufficient to pay all creditors of the estate in full, with
the exception of the Debtor's largest creditor, Hanover Acquisition
3, LLC, who voluntarily accepted a reduced payoff figure.

Unfortunately, the Debtor tells the Court that the purchaser
referenced in the Plan has withdrawn its offer. Nevertheless, the
Debtor believes it will receive a similar price via an auction
process. The Debtor is therefore preparing a second amended plan,
which contemplates an auction and sale of its assets.

          About Fountains of Boynton Associates, Ltd.

Fountains of Boynton Associates, Ltd., a single asset limited
partnership, owns real property that is part a shopping mall
commonly known as the Fountains of Boynton, which is located at the
northwest corner of Jog Road and Boynton Beach Boulevard, in
Boynton Beach, Florida.

The Debtor sought Chapter 11 bankruptcy protection (Bankr. S.D.
Fla. Case No. 16-11690) on Feb. 5, 2016.  The petition was signed
by John B. Kennelly, manager.  The Hon. Erik P. Kimball oversees
the case. The Debtor disclosed total assets of $71,421,648 and
total liabilities of $53,672,029 at the time of filing.  Bradley S
Shraiberg, Esq., and Patrick Dorsey, Esq., at Shraiberg, Ferrara, &
Landau, serve as the Debtor's counsel.  

The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Fountains of Boynton Associates, Ltd.


FREESEAS INC: Effecting a 1-for-5,000 Reverse Common Stock Split
----------------------------------------------------------------
FreeSeas Inc. announced that the Company's Amended and Restated
Articles of Incorporation are being amended to effect a reverse
stock split of the Company's issued and outstanding common stock at
a ratio of one new share for every 5,000 shares currently
outstanding.

The Company anticipates that its common stock will begin trading on
a split-adjusted basis when the market opens on Feb. 7, 2017.
FreeSeas' common stock will trade under the symbol "FREED" for 20
trading days and then will change back to "FREEF".  The common
shares will also trade under a new CUSIP number Y26496235.

The reverse stock split will consolidate 5,000 shares of common
stock into one share of common stock at a par value of $0.001 per
share.  The reverse stock split will not affect any shareholder's
ownership percentage of FreeSeas' common shares, except to the
limited extent that the reverse stock split would result in any
shareholder owning a fractional share.  Fractional shares of common
stock will be rounded up to the nearest whole share.

After the reverse stock split takes effect, shareholders holding
physical share certificates will receive instructions from American
Stock Transfer and Trust Company LLC, the Company's exchange agent,
regarding the process for exchanging their shares.

                      About FreeSeas Inc.

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

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

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

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


FRONTIER HOTELS: Taps Azhar Chaudhary as New Legal Counsel
----------------------------------------------------------
Frontier Hotels, Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of Texas to hire a new legal counsel.

The Debtor proposes to hire Azhar Chaudhary to prepare a bankruptcy
plan, draft and mail ballots, negotiate with creditors in
connection with the plan, and review monthly operating reports.
Mr. Chaudhary will replace James Jameson who withdrew as the
Debtor's counsel last month.

Azhar Chaudhary, Esq., will be paid an hourly rate of $275 for his
services.  The rate charged by legal assistants and paralegals who
may assist him is $100 per hour.  Law clerks are paid $75 per
hour.

Mr. Chaudhary does not hold any interest adverse to the Debtor or
its creditors, according to court filings.  

Mr. Chaudhary maintains an office at:

     Azhar Mahmood Chaudhary, Esq.
     1208 Highway 6 South, Suite B
     Sugar Land, TX 77478
     Tel: (281) 265-1010
     Fax: (281) 265-1011
     Email: attorney@chaudharyjd.com

                      About Frontier Hotels

Frontier Hotels, Inc., based in Houston, Tex., filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 16-34477) on Sept. 5, 2016.
The Hon. Karen K. Brown presides over the case.

In its petition, the Debtor declared $6 million in total assets and
$5.13 million in total liabilities. The petition was signed by
Muddasa Khan, president.

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

On January 5, 2017, American First National Bank, a creditor, filed
a combined plan and disclosure statement for the Debtor.  

The plan proposes a sale of the hotel, with the proceeds used to
pay the bank's lien, closing costs and any lien superior to the
bank's lien.  There will be distribution to the Debtor's unsecured
creditors only if the disbursing agent is successful in recovering
Chapter 5 claims he determines to pursue.


GREAT BASIN: Has 878.3M Outstanding Common Shares as of Feb. 3
--------------------------------------------------------------
On Jan. 30 through Feb. 3, 2017, certain holders of senior secured
convertible notes, dated July 1, 2016, were issued shares of Great
Basin Scientific's common stock, par value $0.0001 per share,
pursuant to Section 3(a)(9) of the U.S. Securities Act of 1933, as
amended, in connection with conversions at the election of such
holders pursuant to the terms of the 2016 Notes.  In connection
with the conversions, the Company issued 412,858,724 shares of
Common Stock.  As per the terms of the 2016 Notes, the Conversion
Shares immediately reduced the principal amount outstanding of the
2016 Notes by $830,827 based upon a conversion price between
$0.00180 and $0.00261 per share.  

As of Feb. 3, 2017, a total principal amount of $3.2 million of the
2016 Notes has been converted into shares of Common Stock.
Approximately $71.8 million in principal remains to be converted.
Restrictions on a total of $10.3 million in the Company's
restricted cash accounts has been released including $6.0 million
at closing and $4.3 million in early release from the restricted
cash accounts.  $57.7 million remains in the restricted cash
accounts to have the restrictions removed and become available to
the Company at future dates pursuant to terms of the 2016 Notes.

As of Feb. 3, 2017, there are 878,273,911 shares of Common Stock
issued and outstanding.

In connection with the conversion of a portion of the principal
outstanding under the 2016 Notes, the exercise prices of certain of
the Company's issued and outstanding securities were automatically
adjusted to take into account the conversion price of the 2016
Notes.  The exercise prices of the following securities were
adjusted as follows.

Class A and Class B Warrants

As of Feb. 3, 2017, the Company had outstanding Class A Warrants to
purchase 48 shares of Common Stock and Class B Warrants to purchase
29 shares of Common Stock.  The Class A and Class B Warrants
include a provision which provides that the exercise price of the
Class A and Class B Warrants will be adjusted in connection with
certain equity issuances by the Company.  The consummation of the
Conversions triggers an adjustment to the exercise price of the
Class A and Class B Warrants.  Therefore, as of Feb. 3, 2017, the
exercise price for the Class A and Class B Warrants was adjusted
from $0.0019 to $0.0018 per share of Common Stock.

Common Stock Warrants

As of Feb. 3, 2017, the Company had outstanding certain Common
Stock warrants to purchase 2 shares of Common Stock.  As a result
of the Conversions, as of Feb. 3, 2017, the exercise price for
certain Common Stock warrants was adjusted from $0.0019 to $0.0018
per share of common stock.

Series B Warrants

As of Feb. 3, 2017, the Company had outstanding Series B Warrants
to purchase 34 shares of Common Stock.  The Series B Warrants
include a provision which provides that the exercise prices of the
Series B Warrants will be adjusted in connection with certain
equity issuances by the Company.  As a result of the Conversions,
as of Feb. 3, 2017, the exercise price for Series B Warrants was
adjusted from $420,107 to $361,012 per share of Common Stock.

Series D and 2015 Subordination Warrants

As of Feb. 3, 2017, the Company had outstanding Series D Warrants
to purchase 2,361,468 shares of Common Stock and 2015 Subordination
Warrants to purchase 71,129 shares of Common Stock. The Series D
and 2015 Subordination Warrants include a provision which provides
that the exercise prices of the Series D and 2015 Subordination
Warrants will be adjusted in connection with certain equity
issuances by the Company.  The consummation of the Conversions
triggers an adjustment to the exercise price of the Series D and
2015 Subordination Warrants.  Therefore, as of
Feb. 3, 2017, the exercise price for the Series D and 2015
Subordination Warrants was adjusted from $0.0019 to $0.0018 per
share of Common Stock.

Series G Warrants

As of Feb. 3, 2017, the Company had outstanding Series G Warrants
to purchase 159 shares of Common Stock. The Series G Warrants
include a provision which provides that the exercise price of the
Series G Warrants will be adjusted in connection with certain
equity issuances by the Company.  The consummation of the
Conversions triggers an adjustment to the exercise price of the
Series G Warrants.  Therefore, as of Feb. 3, 2017, the exercise
price for the Series G Warrants was adjusted from $0.0019 to
$0.0018 per share of Common Stock.

Series H and 2016 Subordination Warrants

As of Feb. 3, 2017, the Company had outstanding Series H Warrants
to purchase 2,346 shares of Common Stock and 2016 Subordination
Warrants to purchase 71 shares of Common Stock.  The Series H and
2016 Subordination Warrants include a provision which provides that
the exercise prices of the Series H and 2016 Subordination Warrants
will be adjusted in connection with certain equity issuances by the
Company.  The consummation of the Conversions triggers an
adjustment to the exercise price of the Series H and 2016
Subordination Warrants.  Therefore, as of Feb. 3, 2017, the
exercise price for the Series H and 2016 Subordination Warrants was
adjusted from $0.0019 to $0.0018 per share of Common Stock.

Series F Convertible Preferred Stock

As of Feb. 3, 2017, the Company has outstanding 5,860 shares of
Series F Convertible Preferred Stock.  The Series F Convertible
Preferred Stock includes a provision which provides that the
conversion price of the Series F Convertible Preferred Stock will
be adjusted in connection with certain equity issuances by the
Company.  As a result of the Conversions, as of Feb. 3, 2017, the
conversion price for the Series F Convertible Preferred Stock was
adjusted from $0.0019 to $0.0018 per share of Common Stock.

                      About Great Basin

Great Basin Scientific is a molecular diagnostic testing company
focused on the development and commercialization of its patented,
molecular diagnostic platform designed to test for infectious
disease, especially hospital-acquired infections.  The Company
believes that small to medium sized hospital laboratories, those
under 400 beds, are in need of simpler and more affordable
molecular diagnostic testing methods.  The Company markets a system
that combines both affordability and ease-of-use, when compared to
other commercially available molecular testing methods, which the
Company believes will accelerate the adoption of molecular testing
in small to medium sized hospitals.  The Company's system includes
an analyzer, which it provides for its customers' use without
charge in the United States, and a diagnostic cartridge, which the
Company sells to its customers.

Great Basin reported a net loss of $57.9 million in 2015 following
a net loss of $21.7 million in 2014.

As of Sept. 30, 2016, Great Basin had $83.40 million in total
assets, $144.9 million in total liabilities, and a total
stockholders' deficit of $61.47 million.

Mantyla McReynolds, LLC, in Salt Lake City, Utah, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2015, citing that the
Company has incurred substantial losses from operations causing
negative working capital and negative operating cash flows.  These
issues raise substantial doubt about its ability to continue as a
going concern, the auditors said.


GUIN, AL: Moody's Lowers GOLT Rating to B2; Outlook Negative
------------------------------------------------------------
Moody's Investors Service has downgraded Guin, AL's GOLT rating to
B2 from Ba1. This action concludes a review undertaken in
conjunction with the publication on December 16, 2016 of the US
Local Government General Obligation Debt methodology. The B2
limited tax rating is one notch below the implied GOULT rating.
Although the limited tax security does include a full faith and
credit pledge, the severe financial stress the city is under,
warrants a one notch distinction between the limited tax and
implied unlimited tax ratings. The B2 limited tax rating reflects
the city's continued strained financial position with the
consistent practice of deficit financings, small tax base with
moderate room for growth, and significant taxpayer concentration.
The rating also incorporates the city's high debt burden, including
a privately placed bond with acceleration provisions.

Rating Outlook

The outlook remains negative as the city works to improve the
financial position by attempting to eliminate the practice of
taking out loans to balance the budget in fiscal 2018; the finances
are expected to continue to deteriorate in fiscal 2016 and only
improve in 2017 due to a loan.

Factors that Could Lead to an Upgrade (Removal of the Negative
Outlook)

Significant tax base growth and diversification coupled with
improved socioeconomic factors

Stabilized reserves to adequate levels without the use of loans

Decline in debt levels

Factors that Could Lead to a Downgrade

Decrease in cash and fund balance

Inability to meet budgeted revenues

Decline in the tax base

Legal Security

The bonds are secured by a general obligation limited tax pledge.
The city's full faith and credit is irrevocably pledged to pay debt
service on the bonds however, they do not include an explicit
promise to raise property taxes or other revenues. Moreover, the
Alabama Constitution has strict limitations on local property tax
rates and closely regulates other local revenues sources.

Use of Proceeds

Not Applicable.

Obligor Profile

Guin, AL is located in Marion County, approximately 80 miles
northwest of Birmingham, and has a population of about 2,124.


H. BURKHART: Unsecured Creditors to Get Share of Sale Proceeds
--------------------------------------------------------------
H. Burkhart and Associates, Inc., filed with the U.S. Bankruptcy
Court for the Western District of Pennsylvania a disclosure
statement to accompany its chapter 11 plan, dated Feb. 3, 2017.

Class 5, Allowed Unsecured Claims, is impaired under the plan. The
Class 5 claims will be paid a pro-rata share of the proceeds of the
sale of the real estate remaining after the distribution to classes
one, two and three. Any amount not paid under class 5 will be
discharged upon confirmation of this plan. This class shall not be
entitled to interest on their claims. This class is expected to get
100% dividend of their claims.

Source of funds for plan payments will be derived from Debtors'
ongoing business operations.

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

          http://bankrupt.com/misc/pawb16-10750-73.pdf

                About H. Burkhart and Associates

H. Burkhart and Associates, Inc., sought protection under Chapter
11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-10750) on
August 3, 2016.  The petition was signed by Henry F. Burkhart,
III, owner.  At the time of the filing, the Debtor estimated
assets and liabilities of less than $500,000.

The Debtor is represented by Brian C. Thompson, Esq., at Thompson
Law Group, P.C.


HARTLAND MMI: Case Summary & 11 Unsecured Creditors
---------------------------------------------------
Debtor: Hartland MMI, LLC
        265 East Warm Springs Road, Suite 104
        Las Vegas, NV 89119

Case No.: 17-10549

Chapter 11 Petition Date: February 8, 2017

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

Judge: Hon. Mike K. Nakagawa

Debtor's Counsel: David J. Winterton, Esq.
                  DAVID WINTERTON & ASSOCIATES, LTD.
                  1140 N Town Center DR, Ste 120
                  Las Vegas, NV 89144
                  Tel: (702) 363-0317
                  Fax: (702) 363-1630
                  E-mail: david@davidwinterton.com
                          autumn@davidwinterton.com

Total Assets: $3.65 million

Total Liabilities: $2.02 million

The petition was signed by Garry Hart, manager, Hartland MMI LLC.

A copy of the Debtor's list of 11 unsecured creditors is available
for free at http://bankrupt.com/misc/nvb17-10549.pdf


HATU WINDS: Seeks to Hire cRc Nationwide as Real Estate Broker
--------------------------------------------------------------
Hatu Winds Land Co., LC seeks approval from the U.S. Bankruptcy
Court for the District of Utah to hire real estate broker.

The Debtor proposes to hire cRc Nationwide to lease, market and
sell its real property located at 1820 W. Printers Row, West Valley
City, Utah.  

cRc Nationwide will receive a commission of 6% of the gross sales
price.  For leases and sub-leases, the commission rate is 6% of the
total base rental for the first five years for any lease; 3% of the
total base rental for the next five years; 1% for the remainder of
the lease term.  Total commission will be equal to a minimum of the
first month's base rental.

cRc Nationwide neither holds nor represents any interest adverse to
the Debtor's bankruptcy estate, according to court filings.

The firm can be reached through:

     West D. Haradin
     cRc Nationwide
     6135 South Stratler Street, Suite A
     Murray, UT 84107
     Direct Line:  (801) 617.1702
     Cell Phone:  (801) 718.9239     
     Fax: (801) 617.1701
     Email: west.haradin@crcnationwide.com

                About Hatu Winds Land Co., LC

Hatu Winds Land Co., LC, based in Ogden, Utah, filed a Chapter 11
petition (Bankr. D. Utah Case No. 17-20136) on January 9, 2017. The
Hon. Joel T. Marker presides over the case. James W. Anderson,
Esq., at Clyde Snow & Sessions, to serve as bankruptcy counsel.

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


HEMISPHERE MEDIA: Moody's Rates New $225MM Term Loan B 'B2'
-----------------------------------------------------------
Moody's Investors Service assigned a B2 (LGD4) rating to Hemisphere
Media Holdings, LLC proposed $225 million senior secured term loan
B. The proceeds from the offering will be used to repay its
existing term loan. Moody's expects the transaction to favorably
improve the company's maturity profile by extending the redemption
date of the term loan by four years, while reducing the cost of
borrowing. The Corporate Family Ratings remains unchanged, and the
outlook stable.

Assignments:

Issuer: Hemisphere Media Holdings, LLC

-- Senior Secured Bank Credit Facility, Assigned B2 (LGD4)

RATINGS RATIONALE

Hemisphere's B2 Corporate Family Rating reflects its small scale
and dependence on ad revenues from a single broadcast station in a
very weak economy, Puerto Rico. In addition, the company's
substantial reliance on licensing its content and programming from
third party distributors, exposes the company to risk if rights are
lost, restricted, priced higher, or devalued. The company's
business model is also vulnerable to seasonal and cyclical ad
demand that is driven by economic changes and political elections.
Competitive risks have also been building with the emergence of new
entrants developing alternate sources of content and new digital
delivery systems to programmatically, and more effectively measure
success, selling ads on social media platforms and mobile devices,
over the internet.

The ratings are supported by Hemisphere's focus on the high-growth
Spanish-speaking populations in the U.S. and Latin America. The
company delivers content to its audience through its five major
Spanish-language cable networks in the U.S., two cable networks in
Latin America and the leading broadcast network in Puerto Rico. Its
established brands attracts subscribers, ad demand and affiliate
interest. The company's revenue model is also well balanced with
approximately 50% of net revenues from retransmission and
subscriber fees contributed by recurring, growing, and very high
incremental gross margin (excluding the fixed operating costs in
the business). The strength in the company's market position,
programming, and business model is evident in EBITDA margins
(Moody's adjusted) that are near 50%, higher than most of its
larger peers in Moody's rated sector universe. In addition to these
strengths, Hemisphere also maintains relatively conservative
financial policies with modest leverage.

While management's acquisition strategy, lack of scale, and
reliance on the Puerto Rico economy for the majority of its ad
revenue has been a constraint, Moody's could consider an upgrade if
leverage (Moody's adjusted debt to 2-year average EBITDA) is
sustained comfortably below 3.75x and free cash flow to debt
(Moody's adjusted) is sustained above 12%. Positive rating action
would also be contingent on maintaining good liquidity and there is
a low probability of near term event risks including leveraged
transactions or material unfavorable changes in regulation,
competitive position, financial policy, capital structure,
operating performance, or the business model. Management would also
need to successfully execute its acquisition strategy.

Ratings could be downgraded if leverage (Moody's adjusted debt to
2-year average EBITDA) is sustained above 5.0x. Moody's would also
consider negative rating action if revenue growth slows, liquidity
erodes, leverage rises with debt-financed transactions, or there
were material unfavorable changes in regulations, competitive
position, financial policies, capital structure, operating
performance or the business model.

The principal methodology used in these ratings was Global
Broadcast and Advertising Related Industries published in May
2012.

Hemisphere Media Holdings, LLC ("Hemisphere"), headquartered in
Miami, FL, is a U.S. Spanish-language TV and cable network business
serving the Hispanic population in the U.S. and Latin America.
Hemisphere owns and operates Cinelatino (a Spanish-language cable
movie network), WAPA TV (a leading broadcast station in Puerto
Rico), and WAPA America (a Spanish-language cable network targeting
Puerto Rican and other Caribbean Hispanics living in the U.S.). In
April 2014, the company acquired three Spanish-language cable
television networks, Pasiones (a Spanish-language telenovela and
drama series cable network), Centroamerica TV (a Spanish-language
cable network targeting Central Americans living in the U.S.), and
TV Dominicana (a Spanish-language cable network targeting
Dominicans living in the U.S.), from Media World, LLC. In November
of 2016, Hemisphere announced it entered a partnership and acquired
the broadcast license for Canal Uno, a national broadcast station
in Colombia. Revenue for LTM September 30, 2016 was $135 million
with more than 90% generated in the U.S.


HPIL HOLDING: Hires VStock Transfer as Transfer Agent
-----------------------------------------------------
HPIL Holding has retained the services of VStock Transfer, LLC, as
its transfer agent effective Nov. 9, 2016, as disclosed in Form
8-K report filed with the Securities and Exchange Commission on
Feb. 3, 2017.

                    About HPIL Holding

HPIL Holding (formerly Trim Holding Group) was incorporated on Feb.
17, 2004, in the state of Delaware under the name TNT Designs, Inc.
A substantial part of the Company's activities were involved in
developing a business plan to market and distribute fashion
products.  On June 16, 2009, the majority interest in the Company
was purchased in a private agreement by Mr. Louis Bertoli, an
individual, with the objective to acquire and/or merge with other
businesses.  On Oct. 7, 2009, the Company merged with and into Trim
Nevada, Inc., which became the surviving corporation.  The merger
did not result in any change in the Company's management, assets,
liabilities, net worth or location of principal executive offices.
However, this merger changed the legal domicile of the Company from
Delaware to Nevada where Trim Nevada, Inc. was incorporated.  Each
outstanding share of TNT Designs, Inc. was automatically converted
into one share of the common stock of Trim Nevada, Inc.  Pursuant
to the merger, the Company changed its name from TNT Designs, Inc.
to Trim Holding Group and announced the change in the Company's
business focus to health care and environmental quality sectors.
Afterwards the Company determined it no longer needed its inactive
subsidiaries, and as such, all three subsidiaries were dissolved.
On May 21, 2012, the Company changed its name to HPIL Holding.

MNP LLP, in Mississauga, Ontario, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has incurred
continuing losses and negative cash flows from operations.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

The Company reported a net loss and comprehensive loss available to
common shareholders of $92,659 following a net loss and
comprehensive loss available to common shareholders of $456,589 for
the year ended Dec. 31, 2014.

As of Sept. 30, 2016, the Company had $6.80 million in total
assets, $80,875 in total liabilities, all current, $6.72 million in
total stockholders' equity.


HTH LEARNING: Fitch Affirms BB+ Ratings on 2008A/B Revenue Bonds
----------------------------------------------------------------
Fitch Ratings has affirmed the ratings for educational facility
revenue bonds issued by the California Municipal Finance Authority
on behalf of HTH Learning (HTHL):

-- $4,365,000 (High Tech High projects) series 2008A (Media Arts)

    at 'BB+';

-- $18,200,000 (High Tech High projects) series 2008B (Chula
Vista) at 'BB'.

The Rating Outlook is Stable for both.

SECURITY

Lease payments received by HTHL from High Tech High Media Arts
(HTHMA) secure the series 2008A bonds. Lease payments received by
HTHL from High Tech High Chula Vista (HTHCV) secure the series
2008B bonds. HTHCV's series 2008B bonds also have a subordinate
pledge of up to $600,000 annually from revenues generated by
certain other HTHL schools, as well as a mortgage lien on the Chula
Vista facility. Both bond series have a cash-funded debt service
reserve fund (DSRF).

KEY RATING DRIVERS

SPECULATIVE-GRADE CHARACTERISTICS: The 'BB+' and 'BB' ratings,
respectively, reflect HTHMA and HTHCV's speculative-grade financial
attributes, including relative high debt burdens, modest balance
sheet ratios consistent with the rating categories, and positive
but modest debt service coverage.

SEPARATELY SECURED BONDS: The series 2008A and the 2008B bonds are
separately secured, warranting the distinct ratings. Fitch views
HTHCV's credit profile (high debt burden and a debt service
subsidy) as weaker than HTHMA's, supporting the one-notch rating
distinction.

SOLID DEMAND: Both HTHMA and HTHCV have demonstrated good demand,
supported by a network of HTHL elementary and middle school
campuses that feed into the two high schools.

LIMITED FINANCIAL FLEXIBILITY: Despite sound academic performance
and favorable enrollment, HTHMA and HTHCV operate in improving but
constrained financial environments. HTHCV has some reliance on a
debt service subsidy, although the subsidy continues to decline.
Both schools are dependent on state per-pupil funding, and both
have limited, but improving balance sheets.

RATING SENSITIVITIES

OPERATING PERFORMANCE: Weakened debt service coverage or operating
margins for either High Tech High Media Arts (HTHMA) or High Tech
High Chula Vista (HTHCV), which is not expected, could stress the
respective ratings.

ELIMINATION OF SUBSIDY PAYMENTS: An elimination of the need for a
subsidy payment combined with stable-to-improving debt service
coverage and balanced operations could lead to an upgrade at
HTHCV.

STANDARD CHARTER RENEWAL RISK: A limited financial cushion,
substantial reliance on enrollment-driven per-pupil funding, and
charter renewal risk are credit concerns common among all charter
school transactions that, if pressured, could affect the ratings
negatively.

CREDIT PROFILE

HTHL is the non-profit parent of several affiliates, including HTH.
HTH operates 13 charter schools, all in San Diego County. The
various schools operate on three campuses, with each campus housing
a complement of elementary, middle, and high schools to provide
academic services. HTHL owns the facilities leased to the
respective charter schools, and provides supervision, oversight,
and coordination across its affiliated charter schools.

All of HTHL's charter schools are authorized by either the San
Diego Unified School District (SDUSD) or under a statewide benefit
charter from the California Department of Education/Charter Schools
Division (CDE/CSD).

HTHMA serves 400 grade 9-12 students at the HTH Village in San
Diego. HTHMA is one of several HTH schools located on a campus on a
former Navy base in Point Loma. HTHMA was founded in fall 2005, and
operates under a SDUSD charter. The current five-year charter
extends through 2019. SDUSD reports that HTHMA is in compliance
with charter standards.

HTHCV opened in fall 2007 and is authorized by CDE/CSD. HTHCV
recently was reauthorized for a new five-year charter that extends
until 2022. The school serves 623 grade 9-12 students. Fitch was
unable to speak with a representative from CDE/CSE prior to
publication. Given that HTHCV's charter was renewed in January 2017
and the school's strong student demand and stable financial
position, these suggest HTHCV is in good standing.

STRONG STUDENT DEMAND

Strong student demand at HTHMA and HTHCV supports operating
performance. At HTHMA, enrollment for fall 2016 remained stable and
consistent at 400 students. At HTHCV, enrollment decreased to 623
students from 639 students in fall 2015, as part of a planned
process to decrease enrollment given capacity constraints. Both
schools are routinely over-subscribed with 2-3 times the
applications for every available seat. As such, HTH uses lotteries
to select students.

HTHMA AND HTHCV FINANCIALLY STABLE

HTHMA and HTHCV generally generate positive operating margins, with
improved results in fiscal 2016. Per-pupil aid is the dominant
funding source for the schools, as is typical with charter schools.
HTHMA recorded an operating margin of 4.2% in fiscal 2016, improved
from 2.9% in fiscal 2015. HTHMA's operating margin averaged 3.1%
over the last five years. HTHCV's operating margin improved to an
impressive 13.2% in fiscal 2016 from 5.4% in fiscal 2015. HTHCV's
operating margin averaged 6.1% over the last five years. A
significant state per-pupil funding increase of more than 10% was
the single biggest factor contributing to the strong results in
fiscal 2016. Management estimates a 5% per-pupil funding increase
for fiscal 2017. Fitch views the improved per-pupil funding
environment, combined with solid demand and stable enrollment, as
supporting positive operating performance.

HTHCV receives a subsidy from the other HTHL schools at Point Loma
to meet its annual transaction maximum annual debt service (TMADS)
obligation of $1.3 million. With the subsidy, debt service coverage
is consistently above 1x and was 1.6x in fiscal 2016. The subsidy
pledge is as much as $600,000 per year, and has declined in recent
years due to stronger operations at HTHCV. The subsidy was lowered
to $450,000 in fiscal years 2013 and 2014, just under $220,000 in
fiscal 2015, and just under $200,000 in fiscal 2016. Recently HTHCV
was awarded a three-year Charter School Facilities Incentive Grant
in the amount of $187,500 per year that will allow the subsidy to
be reduced further. Management reports the Point Loma Facilities
have ample capacity to continue the subsidy at the maximum $600,000
level if required, but there is no expectation that the full amount
will be needed in the future. Fitch views the moderating level of
subsidization favorably and upgrade potential for HTHCV exists if
the subsidy is eliminated, debt service coverage remains stable to
improving, and operations are balanced.

LIMITED FINANCIAL FLEXIBILITY

The balance sheet cushions at HTHMA and HTHCV remain narrow
although improved. Liquidity remains a credit concern, as is the
case for many other Fitch-rated charter schools. For HTHMA,
available funds (AF; unrestricted cash and investments) at fiscal
year-end 2016 (June 30) improved to $842,000 from $473,000 at
fiscal year-end 2015. As a result, AF-to-operating expenses
improved to 19.5% from 12.3% and AF-to-debt improved to 19.3% from
10.7% over the period.

Similarly, HTHCV's AF increased $1.63 million at fiscal year-end
2016 from $0.69 million at year-end 2015. As a result,
AF-to-operating expense improved to 25.3% from 11.8%, while
AF-to-debt improved to a still thin 8.9% from 3.7%.

HTH management reports that liquidity is managed on a pooled basis
at the HTHL and Affiliates level. At fiscal year-end 2016, AF for
HTH Learning and Affiliates was approximately $16.3 million, down
slightly from $16.9 million at year-end 2015. AF-to-operating
expense measured 28% at year-end 2016, down from 34% at year-end
2015. HTH used restricted Foundation cash to pay off a loan to RCV
Investment Fund. As a result, total debt at HTH Learning and
Affiliates at year-end 2016 decreased to $70.9 million from $86.6
million at year-end 2015; AF-to-total debt improved to 23.1% to
19.5%.

MIXED DEBT BURDEN RATIOS

HTHMA's debt burden is high but improved, decreasing to 13.7% in
fiscal 2016 from 15.6% in fiscal 2015 (Fitch bases this calculation
on the $620,000 annual lease payment due to HTHL; Actual series
2008A bond debt service is less). TMADS debt burden improved to
6.8% in fiscal 2016 from 7.7% in fiscal 2015, while HTHMA's TMADS
coverage improved to 1.6x from 1.4x. Debt-to-net income available
for debt service improved to 8.7x in fiscal 2016 from 10.6x in
fiscal 2015.

HTHCV's ratios are weaker, reflecting the younger age of the
school, higher debt leverage, and reliance on a pledged debt
service subsidy. TMADS represented 17% of fiscal 2016 operating
revenue, improved from 21% in fiscal 2015 and consistently improved
in recent years. Similarly, debt-to-net income available for debt
service improved to 8.6x in fiscal 2016 from 11.4x in fiscal 2015.

HTH has defined benefit pension plans. Certified HTH employees
participate in the California State Teachers' Retirement System
(CalSTRS) and non-certified employees participate in the California
Public Employees' Retirement System (CalPERS).

HTHL received a large gift in fiscal 2014, allowing it to purchase
a former public school site for a prospective fourth campus housing
K-12 students. At this time, management is estimating total cost
for the three schools is between $40 million and $45 million,
primarily for renovation and a portion for new construction for
additional high school classrooms; timing and funding alternatives
are being explored and may include public support per the recent
voter approval of Proposition 51.


IHEARTCOMMUNICATIONS INC: Fitch Ups LT Issuer Default Rating to CC
------------------------------------------------------------------
Fitch Ratings has downgraded iHeartCommunications, Inc.'s Long-Term
Issuer Default Rating (IDR) to 'RD' from 'C' following the closing
of the distressed debt exchange (DDE) offer to holders of the 10%
senior notes due 2018. Subsequently, Fitch upgraded iHeart's
Long-Term IDR to 'CC' from 'RD', which Fitch believes is reflective
of the post-DDE credit profile.

Fitch has affirmed all of iHeart's individual issue ratings and
affirmed the IDRs for Clear Channel Worldwide Holdings, Inc. (CCWW)
and Clear Channel International B.V. (CCIBV) at 'B'. CCWW and CCIBV
are indirect, wholly-owned subsidiaries of Clear Channel Outdoor
Holdings, Inc. (CCOH), iHeart's 89.9%-owned outdoor advertising
subsidiary. The Rating Outlook on the outdoor subsidiaries is
Stable. A full list of rating actions follows at the end of this
release.

The upgrade to 'CC' reflects Fitch's belief that while the
distressed exchange modestly improved liquidity by reducing the
next maturity hurdle coming due in January 2018 by $235 million,
the company's capital structure remains unsustainable and iHeart
could pursue a broader restructuring of its capital structure over
the near-term. Fitch notes that pro forma for the recent exchange
offer, iHeart has $287 million in notes maturing in 2018 ($112
million of remaining 10% senior unsecured notes due Jan. 15, 2018,
net of the $262 million held by subsidiaries of iHeart, and $175
million of 6.875% senior unsecured notes maturing June 15, 2018).
Notably, the company's asset-based lending (ABL) facility, which
had $330 million outstanding, matures in December 2017 and iHeart
faces an $8.3 billion maturity wall in 2019.

On February 6, iHeart announced the expiration of its exchange
offer targeting the 10% senior unsecured notes due 2018. Of the
$347 million held by public holders, roughly $235 million (68% of
aggregate principal held by public holders) was tendered in the
exchange. The $503 million in notes tendered by the two iHeart
subsidiaries will be prorated so iHeart remains in compliance with
the senior debt capacity under its indentures. iHeart expects to
issue roughly $476 million of new 11.25% priority guarantee notes
(PGNs) including $235 million to public holders and $241 million to
the iHeart subsidiaries. The new notes will be issued under the
indenture governing the existing 11.25% PGNs and will have the same
terms.

The 11.25% senior secured PGNs due 2021 have a first-priority
interest and a mortgage pledge in the stock of iHeart and the
intercompany debt of wholly owned domestic subsidiaries of iHeart
that are not restricted by the legacy note indenture. The 11.25%
PGNs also have a first-priority interest in the non-principal
properties and have a perfected second-priority interest in the
receivables collateral securing the ABL facility.

RATING SENSITIVITIES

Positive: Fitch does not currently anticipate a further rating
upgrade given iHeart's unsustainable capital structure and Fitch
expectation that the company is likely to conduct additional debt
restructuring over the near term.

Negative: Given the company's unsustainable capital structure,
Fitch believes there is limited room at the current rating level
for deterioration in the company's operating performance or
liquidity profile. An inability to repay or extend maturities would
result in a downgrade. Lastly, indications that a DDE is probable
in the near term would also drive a downgrade.

FULL LIST OF RATING ACTIONS

Fitch has downgraded the following:
iHeartCommunications, Inc.
-- Long-Term IDR to 'RD' from 'C'.

Fitch has upgraded the following:
iHeartCommunications, Inc.
-- Long-Term IDR to 'CC' from 'RD'.

Fitch has affirmed the following:
iHeartCommunications, Inc.
-- Senior secured term loans at 'CC/RR4';
-- Senior secured priority guarantee notes at 'CC/RR4';
-- Senior unsecured guarantee notes due 2021 at 'C/RR6';
-- Senior unsecured legacy notes at 'C/RR6'.

Clear Channel Worldwide Holdings, Inc.
-- Long-Term IDR at 'B';
-- Senior unsecured notes at 'BB-/RR2';
-- Senior subordinated notes at 'B-/RR5'.

Clear Channel International B.V.
-- Long-Term IDR at 'B';
-- Senior unsecured notes at 'BB-/RR2'.


IHEARTCOMMUNICATIONS INC: Moody's Affirms CFR Over Debt Exchange
----------------------------------------------------------------
Moody's Investors Service considers iHeartCommunications, Inc.'s
debt exchange of $476 million of senior unsecured notes due 2018
for a like amount of Senior Secured PGN due 2021 to be a distressed
exchange. Moody's affirmed the Caa2 corporate family rating (CFR)
and the Caa3-PD/LD Probability of Default Rating (with the /LD
suffix added for one day). The newly issued 11.25% Priority
Guarantee Note (PGN) due 2021 (which will be issued as additional
notes under the existing 11.25% PGN indenture) was assigned a Caa1
(LGD2). The outlook remains negative.

Moody's assessed the transaction as comprising a distressed
exchange (DE) and a Default due, in part, to the extension of the
maturity date beyond its initial terms and the company's very high
leverage levels. Accordingly, Moody's has appended the /LD limited
default indicator to iHeart's PDR; this will remain for one
business day.

As the exchange offer extends the maturity date of a small
percentage of debt without a reduction in the amount of outstanding
debt and a larger more comprehensive debt restructuring is likely
in the near term, the existing Caa2 CFR and debt ratings were
affirmed at current levels and the outlook remains negative. The
outlook also reflects the negative impact the current strength of
the US$ will have on iHeart's financial performance in the near
term and the company's largely US$ denominated debt structure.

Affirmations:

Issuer: iHeartCommunications, Inc.

-- Corporate Family Rating, Affirmed Caa2

-- Probability of Default Rating, Affirmed at Caa3-PD/LD (with
    the /LD suffix added for one day)

-- Senior Secured Bank Credit Facility, Affirmed Caa1 (LGD2)

-- Existing Senior Secured PGN Notes, Affirmed Caa1 (LGD2)

-- Senior Unsecured LBO Exchange Note, Affirmed Ca (LGD4)

-- Senior Unsecured Notes, Affirmed Ca (LGD5)

-- Speculative Grade Liquidity Rating affirmed at SGL-4

Issuer: CCU Escrow Corporation (Assumed by iHeartCommunications,
Inc.)

-- Senior Unsecured note, Affirmed Ca (LGD5)

Assignment:

Issuer: iHeartCommunications, Inc.

-- New Priority Guarantee Note due 2021, Assigned Caa1 (LGD2)

Outlook Actions:

Issuer: iHeartCommunications, Inc.

-- Outlook, remains Negative

RATINGS RATIONALE

iHeart's Caa2 CFR reflects the very high leverage level of 11.9x on
a consolidated basis as of Q3 2016 (pro-forma for asset sales, but
excluding Moody's standard lease adjustments), negative free cash
flow, and weak interest coverage of approximately 0.9x. Higher
interest rates following the extension of its debt maturities leave
the company vulnerable to a slowdown in the economy given the
heightened sensitivity that its radio and outdoor businesses have
to consumer ad spending. The combination of higher interest rates
and lower EBITDA in the event of a future economic downturn could
materially impair its already weak interest coverage and liquidity
position. In addition, there are secular pressures on its
terrestrial radio business that could weigh on results as
competition for advertising dollars and listeners are expected to
remain high going forward. Efforts to improve its liquidity
position over the past few years have led to higher expenses or
lower EBITDA as assets are sold. Also incorporated in the rating,
is the expectation that leverage will remain high over the rating
horizon compared to the underlying asset value of the firm and the
company will remain poorly positioned to withstand an economic
recession or any material weakness in terrestrial radio in the
future.

Despite the company's highly leveraged balance sheet, iHeart
possesses significant share, geographic diversity and leading
market positions in most of the over 150 markets in which the
company operates. The company benefits from the strength of its
iHeartRadio service and its live events as well as the
outperformance of its terrestrial radio business. The rating also
reflects the 90% ownership stake in Clear Channel Outdoor Holdings
Inc. (CCOH) which is one of the largest outdoor media companies in
the world, although it is not a guarantor to iHeart's debt. Its
outdoor assets generate attractive EBITDA margins, good free cash
flow, and will benefit from digital billboards that offer higher
EBITDA margins than static billboards.

The SGL-4 liquidity rating reflects the company's weak liquidity
profile, although Moody's expects iHeart will continue to make
required interest and principal payments in the near term. The
company has a $543 million cash balance as of Q3 2016 (which
includes $394 million held at CCOH). In October 2016, the company
sold its International outdoor business in Australia for cash
proceeds of $204 million which increases the cash available at
CCOH. iHeart's $535 million ABL revolver matures in December 2017
and has $230 million outstanding on the facility as of Q3 2016 and
an additional draw of $100 million was made in Q4 2016. Moody's
expects the company will also look to extend the 2017 maturity of
its ABL revolver in the near term. In July 2016, iHeart's
subsidiary repurchased $383 million of its 10% senior notes due
2018 at a discount for an aggregate purchase price of approximately
$222 million. Following the recent exchange offer, $374 million of
10% senior notes due 2018 will remain outstanding with $262 million
owned by the company's subsidiaries. In addition, $175 million of
6.875% senior notes are also due in 2018. In 2019, $8.3 billion of
debt comes due which increases the need to improve its balance
sheet if the company is to avoid a default at maturity. Moody's
projects free cash flow to be negative for the foreseeable future
absent a dramatic reduction of its debt obligations, although the
company is expected to continue to have the ability to sell assets
to enhance its liquidity position. The company has spent $305
million in capex over the LTM as of Q3 2016 and Moody's expects
capex will continue in this range going forward.

iHeart has a Corporate Services Agreement with CCOH that allows for
free cash flow generated at CCOH to be up streamed to iHeart. There
is a revolving promissory note due from iHeart to CCOH in the
amount of $770 million as of Q3 2016 which is payable on demand.
Moody's expects the amount due to generally remain below $1.15
billion (given current ownership and shares outstanding) as
balances at approximately that level would likely lead to a demand
for a paydown and a subsequent dividend to all shareholders (iHeart
would receive approximately 90% given their ownership position).

iHeart has a substantial cushion under its secured leverage
covenant of 8.75x as of Q3 2016 (which excludes the senior notes at
Clear Channel Worldwide Holdings, Inc.). The current secured
leverage metric defined by the terms of the credit agreement, is
calculated net of cash, at 6.6x as of Q3 2016. The company also has
the ability to buy back its term loans through a Dutch auction.

The recent exchange offer reduces the amount of unsecured debt in
the capital structure which would absorb a materially higher loss
rate than the senior secured debt in a default scenario. Additional
reductions in unsecured debt would likely lead to a downgrade of
the senior secured debt ratings to Caa2 which would be in line with
the current Caa2 CFR.

The negative outlook reflects the elevated risk of a restructuring
of iHeart's debts which Moody's would likely characterize as a
Limited Default. Moody's expects EBITDA growth to be relatively
flat to negative in 2017 due to the headwinds expected from the
strong US$ and the decline in political ad spend in 2017 which will
offset positive growth on a constant currency basis at its
international operations. Additional asset sales to improve
liquidity are also possible which would reduce EBITDA and lead to
higher leverage.

An upgrade in the near term is unlikely due to the high leverage,
weak liquidity, and the risk of another distressed exchange.
However, a reduction in leverage to well under 10x with sustained
revenue and EBITDA growth could lead to an upgrade. Free cash flow
would have to be positive with a free cash flow to debt ratio of at
least 1.5%. Confidence that any pending debt maturities would be
met would also be required.

The rating would be downgraded if EBITDA were to materially decline
due to economic weakness or if secular pressures in the radio
industry escalate so that leverage increased above 13x. Ratings
would also be lowered if a default was likely and another
distressed exchange would likely be considered a Limited Default by
Moody's. A deterioration in its liquidity position could also lead
to negative rating pressure.

The principal methodology used in these ratings was Global
Broadcast and Advertising Related Industries published in May
2012.

iHeartCommunications, Inc. (fka Clear Channel Communications, Inc.)
with its headquarters in San Antonio, Texas, is a global media and
entertainment company specializing in mobile and on-demand
entertainment and information services for local communities and
advertisers. The company's businesses include digital music, radio
broadcasting and outdoor displays (via the company's 90% ownership
of Clear Channel Outdoor Holdings Inc. ("CCOH")). iHeart's
consolidated revenue for the LTM period ending Q3 2016 was
approximately $6.3 billion.


IHEARTMEDIA INC: S&P Lowers CCR to 'SD' on Debt Exchange
--------------------------------------------------------
S&P Global Ratings said that it lowered its corporate credit rating
on iHeartMedia Inc. and its subsidiary iHeartCommunications Inc. to
'SD' (selective default) from 'CC'.

At the same time, S&P lowered its issue-level rating on
iHeartCommunications' $850 million senior unsecured notes due 2018
to 'D' from 'CC'.  The recovery remains '6', indicating S&P's
expectation for negligible (0%-10%) recovery of principal in the
event of a default.

"The downgrade follows iHeartMedia's recent announcement that it
has exchanged $476.4 million principal amount of
iHeartCommunications' senior unsecured notes due 2018 for $476.4
million 11.25% senior secured priority guarantee notes due 2021,"
said S&P Global Ratings' credit analyst Jeanne Shoesmith.  "We view
the debt exchange as tantamount to a default, based on our
criteria."  Noteholders who accepted the exchange are extending the
debt maturity by a little over three years and are accepting
securities that are equivalent to notes currently trading roughly
25% below par.

Barring an additional offer to exchange debt over the next few
days, S&P expects to raise its corporate credit ratings on both
companies to the 'CCC' category.  S&P believes that iHeartMedia's
total debt load of more than $20 billion is unsustainable and the
company faces additional risk of default in 2017.


INNOVATIVE CONSTRUCTION: Sale of Real Property to Fund Plan
-----------------------------------------------------------
Innovative Construction, Inc., filed with the U.S. Bankruptcy Court
for the Western District of Pennsylvania a second amended
disclosure statement to accompany its second amended Chapter 11
plan dated Feb. 3, 2017, which provides a 100% payment to all
creditors.

The total amount available for distribution to unsecured creditors
is $ 2,949,567.50 while the general unsecured non-tax claims total
$4,500.

The initial plan designated Lawrence County with a general
unsecured tax claim totaling $132,963.69.

The Plan will be funded through the sale of the Debtor's real
property.

The previous plan stated that the Debtor's income is going to
increase from $0/month to $9,000/month.  Commencing Aug. 1, 2016,
the Debtor will receive monthly lease payments from the tenant of
its building in the amount of $4,000 per month.  Additionally,
the Debtor has entered into a contract with Sandro, LLC, which will
purchase $5000 of the Debtor's sand and gravel deposits on a
monthly basis.  This will be the Debtor's source of funds for
planned payments, including funds necessary for capital
replacement, repairs, or improvements.

The Second Disclosure Statement is available at:

     http://bankrupt.com/misc/pawb16-20088-78.pdf

             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 sought protection under Chapter 11 of the Bankruptcy
Code (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.


IRON BRIDGE TOOLS: Can Use BCF Cash Collateral on Final Basis
-------------------------------------------------------------
Judge Raymond B. Ray of the U.S. Bankruptcy Court for the Southern
District of Florida authorized Iron Bridge Tools, Inc. to use cash
collateral on a final basis.

Judge Ray held that for so long as the Debtor is authorized to use
cash collateral, Bridgeport Capital Funding, LLC will continue to
operate under the terms and conditions set forth in the Factoring
Agreements, Final Factoring Order and the Final Cash Collateral
Order.

Further, Judge Ray authorized Bridgeport Capital to fund and the
Debtor to obtain, postpetition factor advances and/or over advances
on Receivables to be generated in the future and/or from existing
purchase orders in addition to the prior Factor Advance in
accordance with the terms and conditions set forth in the Final
Cash Collateral Order.

Under the Factoring Agreements, Bridgeport Capital advanced funds
to the Debtor through the financing and/or sale of Receivables at a
discounted rate.  As part of the Factoring Agreement, the Debtor
granted Bridgeport Capital a first priority security interest and
lien presently existing in and on all of the Debtor's rights, title
and interest in any and all personal property and fixtures.  

As of the Petition Date, the Debtor owes Bridgeport Capital, for
advances under the Factoring Agreement, the approximate principal
amount of $405,211, plus all interest, fees, costs, legal expenses
and other amounts accruing thereon.

Bridgeport Capital was granted valid, binding, enforceable and
automatically perfected first priority liens upon all of the
Debtor's rights, title and interest in any and all personal
property and fixtures including, but not limited to, all inventory
purchased with the Factor Advance and/or Additional Factor Advance
notwithstanding any prepetition agreements that may exist between
the Debtor and Bridgeport Capital and any other creditor with
respect to all Collateral, inventory and property of the estate.

Bridgeport Capital was also granted a super-priority claim with
respect to all monies advanced to the Debtor pursuant to the Factor
Advance and/or Additional Factor Advance wherever located and
whether created, acquired or arising prior to, on or after the
Petition Date.

Bridgeport Capital will be refunded and repaid for the advances
made or for Additional Factor Advances that will be made to the
Debtor, as follows:

      (a) Bridgeport Capital will set up and maintain a separate
IBT Over Advance Account to track and account for the Additional
Factor Advance funds advanced to the Debtor under the Orders and
Factoring Agreements, and will transfer the present post-petition
Factor Advance balances due Bridgeport Capital to the IBT Over
Advance Account;

      (b) Bridgeport Capital will fund, or has funded, the
Additional Factor Advance up to the amount of $484,789, the THD
Refund, as an over advance to Iron Bridge in incremental
disbursements from the Lock Box, which will be deemed and
considered a super-priority administrative expense claim with all
protections afforded Bridgeport Capital under the Orders;

      (c) The Debtor will repay Bridgeport Capital  the balance due
on the Additional Factor Advance and any other indebtedness owed in
the IBT Over Advance Account according to the following payment
schedule:

                (i) Bridgeport Capital will be entitled and
authorized to withhold an additional 5% from the Factoring Formula
Amount on each new post-petition Receivable factored, for a total
factor advance of 71% to the Debtor;

                (ii) Bridgeport Capital will be entitled and
authorized to retain and apply the Factoring Discount to the pay
down the IBT Over Advance Account until such time as the Additional
Factor Advance is paid and satisfied in full;

                (iii) Bridgeport Capital will be entitled and
authorized to retain in the Reserve Account a minimum amount of
$20,000 per month and maximum amount of $110,000 per month toward
the IBT Over Advance Account in addition to any other Reserves
necessary to maintain the Debtor within formula under the Factoring
Agreements; and

                (iv) Bridgeport Capital will be entitled and
authorized to charge and collect as part of the IBT Over Advance
Account an inception fee and monthly charges of 1.65% on the
Additional Factor Advance, which amounts will be added to the IBT
Over Advance Account, until paid and satisfied in full.

Bridgeport Capital will also be entitled to an administrative
priority claim in the amount, by which the protections afforded for
the Debtor's use, sale, consumption or disposition of any
Collateral prove to be inadequate.

The Debtor's authority to use cash collateral will terminate upon
the soonest to occur of the following events or conditions of
default:

      (a) failure of the Debtor to cure or otherwise these all
conditions for the suspension of cash collateral use:

                (i) the Debtor has failed to discharge any duty or
other obligation imposed upon it in the Final Cash Collateral
Order, Interim Orders, and/or Final Factoring Order, or has
otherwise violated any requirement or condition to use of Cash
Collateral provided in the Orders and such failure has not been
cured or otherwise remedied;

                (ii) the Debtor has failed to confirm a Chapter 11
Plan of Reorganization, as may be amended which, among other
things, provides for the repayment of all Post-Petition Debts
and/or administrative expense claims (super-priority claims) of
Bridgeport Capital ; and

                (iii) there is pending any motion by the Debtor,
Committee, U.S. Trustee and/or other creditor of the estate to
dismiss or convert the Debtor's Chapter 11 Case to a case under
Chapter 7.

      (b) the Effective Date of any Plan proposed by the Debtor or
jointly with the Committee, in the Chapter 11 Bankruptcy Case;

      (c) the appointment of a Chapter 11 of Chapter 7 trustee in
the Debtor’s Bankruptcy Case;

      (d) the Chapter 11 Bankruptcy Case is converted to a Chapter
7 case or dismissed;

      (e) the Court enters an order granting BCF relief from the
automatic stay or prohibiting the use of Cash Collateral by Debtor;
or

      (f) the Final Cash Collateral Order is amended, vacated,
stayed, reversed or otherwise modified by the Court and/or without
the prior written consent of Bridgeport.

A full-text copy of the Final Order, dated February 2, 2017, is
available at https://is.gd/XdbVv0

              About Iron Bridge Tools, Inc.

Iron Bridge Tools, Inc., is a Florida corporation, founded in 2006.
The Debtor manufactures and wholesales hand tools with operations
in Florida, Georgia, California, Canada and China. Iron Bridge
Tools manufactures for major retailers and designers such as Home
Depot, Skil, OVC, Best Buy, Target, OSH, Advance Auto Parts, ROSS,
Carquest among others.

The Debtor's current corporate headquarters is located at 6820
Lyons Technology Circle, Suite 250, Coconut Creek, Florida 33073.
The Debtor receives substantially all of its income from importing,
manufacturing and wholesaling hand tools, which includes licensing
of major brands names such as Husky, Bosh, and Skil to name a few.


Iron Bridge Tools, Inc. filed a chapter 11 petition (Bankr. S.D.
Fla. Case No. 16-17505) on May 25, 2016.  The petition was signed
by Glenn Robinson, president.  The case is assigned to Judge
Raymond B. Ray.  The Debtor estimated assets of $1 million to $10
million and debts of $10 million to $50 million.

The Debtor is represented by Craig A. Pugatch, Esq., at Rice
Pugatch Robinson Storfer & Cohen, PLLC.  The Debtor employed Frank
Smith, Esq., at FMS Lawyer Law Firm as its special
litigation/transactional counsel; Dan M. Delarosa, Esq., as its
Special Patent Counsel; Emil Braca, Esq., as its Special
Intellectual Property Infringement and Investigation Counsel. The
Debtor hired Michael Moecker & Associates, Inc. as its financial
advisor.

Guy Gebhardt, acting U.S. trustee for Region 21, on June 21
appointed three creditors of Iron Bridge Tools, Inc., to serve on
the official committee of unsecured creditors.  The committee
members are: (1) Bonnie Giourgas, (2) Michael Block, and (3) Tony
Kriz.

The Committee tapped Eyal Berger, Esq., at Akerman LLP as its legal
counsel.


IRVIN & ASSOCIATES: Latest Plan Outline Discloses Future Mgt.
-------------------------------------------------------------
Irvin & Associates Inc. on Feb. 2 filed with the U.S. Bankruptcy
Court for the Northern District of Texas the company's latest
disclosure statement, which explains its Chapter 11 plan of
reorganization.

The document discloses that Billy Irvin, a principal of Irvin &
Associates, will continue the management and operation of the
company's business and that Mr. Irvin currently does not receive
compensation for his services.

According to the disclosure statement, Mr. Irvin proposes to pay
himself $1,500 a month from his pool business when the business
picks up in the summer. He will only pay himself after all creditor
claims are paid each month and if there are sufficient funds on
hand to pay him.

The document also discloses that the estimated amount of
administrative claims asserted against the company is less than
$1,000, while the estimated amount of professional fee claims is
$10,000.  There are no known priority unsecured tax claims against
Irvin & Associates, according to the latest disclosure statement.

A copy of the first amended disclosure statement is available for
free at https://is.gd/Z8OkdZ

                    About Irvin & Associates

Irvin & Associates, Inc. owns several tracts of real property. They
all have been encumbered by liens to Steadfast Funding.  The Debtor
fell behind on its payments to Steadfast prior to the filing of
this case.  The Debtor's primary business was servicing pools but
the Debtor has not been able to do as much work because the owners
have been in poor health over the last few years.  The properties
were also impacted by the ATMOS pipeline that runs across one of
the properties that has negatively impacted the value of the
property.  The Debtor has claims against ATMOS for the damage to
the property and its loss in value.

The Debtor filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex.
Case No. 16-32634) on July 1, 2016, disclosing under $1 million in
both assets and liabilities.  The Debtor is represented by Joyce W.
Lindauer Attorney, PLLC.


IRVIN & ASSOCIATES: March 8 Plan, Disclosures Hearing
-----------------------------------------------------
Judge Barbara J. Houser of the U.S. Bankruptcy Court for the
Northern District of Texas conditionally approved the second
amended disclosure statement to accompany the second amended plan
of reorganization filed by Irvin & Associates, Inc. on Feb. 2,
2017.

March 1, 2017, is fixed as the last day for filing and serving
written objections to final approval of the disclosure statement or
confirmation of the proposed Chapter 11 Plan.

March 1, 2017, is fixed as the last day for filing written
acceptances or rejections of the proposed Chapter 11 Plan. Ballots
accepting or rejecting the Plan must be received by 5:00 p.m.
(CDT).

The hearing to consider final approval of the disclosure statement
and to consider the confirmation of the proposed Chapter 11 Plan is
fixed and shall be held on March 8, 2017, at 1:15 p.m. in the
courtroom of the Honorable Chief Bankruptcy Judge Barbara J.
Houser, United States Bankruptcy Court, 1100 Commerce Street, 14th
Floor, Dallas, Texas.

Under the second amended plan, each holder of an Allowed General
Unsecured Claim shall be paid their pro-rata share of $250 a month
over 1 year at an interest rate of 2% per annum as of the
Confirmation Date, beginning on the 15th of the first month
following the Effective Date.

The Debtor will fund the Plan from ongoing operations and then from
the sale of the final piece of real property. The Debtor will keep
current its post-petition payables.

The Second Amended Disclosure Statement is available at:

http://bankrupt.com/misc/txnb16-32634-11-55.pdf

                 About Irvin & Associates

Irvin & Associates, Inc., owns several tracts of real property.
They all have been encumbered by liens to Steadfast
Funding.  The
Debtor fell behind on its payments to Steadfast prior to the
filing
of this case.  The Debtor's primary business was servicing pools
but the Debtor has not been able to do as much work because the
owners have been in poor health over the last few years.  The
properties were also impacted by the ATMOS pipeline that runs
across one of the properties that has negatively impacted the
value
of the property.  The Debtor has claims against ATMOS for the
damage to the property and its loss in value. 

The Debtor filed a Chapter 11 bankruptcy petition (Bankr. N.D.
Tex.
Case No. 16-32634) on July 1, 2016, disclosing under $1 million in
both assets and liabilities.  The Debtor is
represented by Joyce W. Lindauer, Esq.


J&J TILE: Hires Carkhuff & Radmin as Counsel
--------------------------------------------
J&J Tile, Inc., seeks authority from the U.S. Bankruptcy Court for
the District of New Jersey to employ Carkhuff & Radmin, P.C. as
counsel to the Debtor.

J&J Tile requires Carkhuff to assist the Debtor in dealing with
creditors on issues unique to the industry for which counsel is
familiar as well as working to finalize a Plan.

Carkhuff will be paid at these hourly rates:

     Partners                 $400
     Associates               $250-$300
     Paralegal                $100

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

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

Carkhuff can be reached at:

     Andrew I. Radmin, Esq.
     CARKHUFF & RADMIN, P.C.
     598-600 Somerset Street
     North Plainfield, NJ 07060
     Tel: (908) 754-9400
     Fax: (908) 753-6562

                About J&J Tile, Inc.

J&J Tile, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
D.N.J. Case No. 17-11318) on January 23, 2017, disclosing under $1
million in both assets and liabilities. The Debtor is represented
by John D. Horowitz at Horowitz Law Group, PLLC.  The Debtor also
hired Carkhuff & Radmin, P.C. as counsel, and Ferrentino &
Associates as accountant.


KHNY INC: EMF Buying Radio Stations for $525K
---------------------------------------------
KHNY, Inc., asks the U.S. Bankruptcy Court for the District of
Nevada to authorize the sale of Radio Stations KHYZ, Channel 259B,
Mountain Pass, California (along with Booster Station KHYZ-FM2, Las
Vegas, Nevanda), and KRXV, Channel 251B, Yermo, California, and
related assets to Educational Media Foundation ("EMF") for
$525,000, subject to overbid.

The Debtor owns and operates several radio stations under various
call signs.  These stations include "Highway Vibe," (1) KHWY-FM,
(2) KRXV- FM, (3) KHYZ-FM, "Highway Country" (4) KIXW- FM, (5)
KIXF-FM.  Furthermore, the company owns the majority interests in
The Drive, LLC, a California Limited Liability Company, which owns
and operates two additional stations, (6) KHDR-FM, and (7) KHRQ-FM.
Although the last two stations are owned by Drive, all of
Drive’s operational income and expense have always been directed
through the company.  John Hearne with Point Broadcasting owns a
minority interest in Drive.  The FCC has allocated licenses to each
of the above stations, and KWHY intends to sell and transfer its
interests in those licenses and in the physical assets of the radio
stations.

The Debtor is the only radio station serving the drive market
between Los Angeles, Las Vegas and Kingman, Arizona.  It has been
broadcasting for more than 30 years, and provides the only
contiguous live media between those markets.  It provides traffic,
weather, entertainment and emergency road information to
approximately 63 million motorists who travel those highways each
year.  It is the designated Emergency Alert System interface
between the Southwestern United States and the Central United
States as designated and licensed by the FCC and Homeland Security.
It is unique as the only broadcast entity licensed to approach a
100% mobile, automotive audience.

On Jan. 31, 2017, the Debtor received an offer from EMF to purchase
stations KHYZ and KRXV, together with their related equipment,
licenses, and other assets required to operate those stations.  The
Debtor proposes to sell to EMF (if the successful bidder) Radio
Stations KHYZ and KRXY and its related equipment, contracts, and
assets, and sell to the highest bidder at an auction to be
scheduled by the Court all of the remaining assets of the Debtor.
The Debtor does not seek to sell the minority interest of John
Hearne or Point Broadcasting.  In addition, the Debtor seeks to
sell its interest in The Drive.  The remaining assets that the
Debtor desires to sell include, among other assets, the remaining
broadcasting equipment and licenses of the various stations that
are required to operate the stations, as well as the long standing
agreements with the tower owners for use of the various towers
required to broadcast.  The sale will be subject to approval of the
Court and as to the licenses, approval of the FCC.

A copy of the list of assets to be sold and the Contract attached
to the Motion is available for free at:

           http://bankrupt.com/misc/KHWY_Inc_15_Sales.pdf

Currently, no less than three entities/individuals have expressed
an interest in purchasing all or part of the Debtor's assets.  The
Debtor received an offer from EMF to purchase Radio Stations KHYZ
and KRXV from the Debtor for $525,000.  Although EMF has signed a
letter of intent, a definitive asset purchase agreement has not
been signed at the time of the filing of the motion.  No offers
have been finalized regarding the Debtor's remaining assets, but
the Debtor believes that those assets have value, there are
interested buyers, and definitive offers will be received in
advance of the contemplated auction.

The Debtor has had several financial challenges and has been unable
to operate at a profit.  Initially, in December 2016, the Debtor
filed a Chapter 7 petition to allow a Trustee to sell the assets
at, what the Debtor believed, would be a lower administrative cost
than if a sale were conducted under Chapter 11.  However, for the
stations to maintain their value, they must remain on the air.  The
Trustee assigned to the Chapter 7 case determined that the risk in
operations was too great to continue operations, and that the
assets may be encumbered, and agreed to dismissal of the case so
that the Debtor could continue to operate the stations and maintain
their value while attempting to negotiate one or more sales of the
assets.  Furthermore, the Debtor's only secured creditor, What's On
Las Vegas, LLC ("WOLV"), has no objection to the sale efforts
occurring as part of a chapter 11 case and the Debtor's use of its
cash collateral, subject to court approval of the terms of the
proposed cash collateral stipulation filed by the Debtor with the
court on Feb. 8, 2017.

The Debtor asks that the Court set these sale procedures to govern
the sale:

          a. The Debtor requests that the Court approve the sale of
Radio Stations KHYZ and KRXV to EMF for $525,000, with a 10%
commission being paid to the Debtor's broker from the sale
proceeds, subject to the court's approval of the Debtor’s
employment of the broker, Spectrum Media, LLC.  The sale to EMF
would include Stations KHYZ and KRXV, broadcast equipment and all
assets related to the Stations' tower sites, as well as the
assignment and assumption of the Balboa Master Lease Agreement.

          b. Within 5 days of approval of thes Motion, EMF must
deposit with the Trust Account of Johnson & Gubler, P.C. 5% of the
purchase price, or $26,250, which amount will remain in the Trust
Account of Johnson & Gubler until further Order of the Court.  The
sale will close within 10 days of final approval of the transfer of
the licenses by the FCC.

          c. All remaining assets will be sold at an auction to be
set by the Court. All bidders must comply with all of the terms set
forth, including but not limited to (i) a bid in an amount no less
than $100,000, which amount must be used first to pay
administrative expenses including (a) a payment to the broker in
the amount of 10% of the sales price, (b) payment of attorney's
fees and costs to Johnson & Gubler and to Marissa Repp, the
attorney who will prepare the FCC transfer documents to the
successful bidder, (c) payment to Steve Aronson, the Debtor's
accountant for all tax and accounting costs associated with the
sale transaction, (d) payment of all U.S. Trustee's fees incurred
as a result of the sale, and (e) any other administrative expenses
incurred while the case is pending.

          d. The balance of the sale proceeds shall be paid to
satisfy any remaining claim of WOLV up to the satisfaction of its
claim (believed to be approximately $544,000).  In the event that
there are any other amounts left over, those amounts will be paid
to unsecured creditors on a pro-rata basis through a Plan of
Reorganization.In order to qualify to bid at the auction, all
interested bidders will place into the trust account of Johnson &
Gubler, P.C. a minimum of 2 business day prior to the Auction a
deposit in the amount of $10,000.  Any bidder who is not the
Successful Bidder will have the deposit returned to them after the
conclusion of the auction, in the ordinary course.

          e. The sale will be subject to the Successful Bidder
being approved for licensing by the FCC.  It is anticipated that
this process may take up to 120 days from the date of the auction.


          f. The sale proceeds will be held in the Trust Account of
Johnson & Gubler until such time as the sale closes, meaning that
the sale proceeds have been paid and the FCC has granted final
approval of the transfer of the licenses.  In the event that the
Closing does not occur by Aug. 31, 2017 because of the failure or
refusal of the FCC to transfer the licenses, either party has the
right to cancel the Escrow by written notice to that party, to the
Debtor, and to Johnson & Gubler.

          g. The Court may approve the sale to the highest
qualified bidder, and may accept backup bids in the event that the
highest qualified bidder fails to perform.  The Successful Bidder's
deposit will become non-refundable upon the adjournment of the
Auction, unless the Sale fails to close as a result of the Debtor's
failure to comply with any condition precedent to the Sale, the
Debtor breaches its obligations under the Order or applicable
purchase and sale agreement, or the FCC fails or refuses to
transfer the licenses to the Successful Bidder by Aug. 31, 2017.

          h. Bid increments will be $5,000 or in such other
incremental amount determined by the Court.  In the event that the
Successful Bidder does not pay to the Trust Account of Johnson &
Gubler, the amount of the Successful Bid within 10 days of the
Auction, the Debtor has the right to cancel the sale and the
deposit paid by the Successful Bidder will be forfeited to the
Debtor and the Debtor may then accept backup bids.

          i.  Any backup bidder will deposit the Accepted Backup
Bid price in the Trust Account of Johnson & Gubler within 10 days
of written notice of acceptance of the backup bid. If either party
defaults in their obligations, the non-defaulting party may cancel
the sale.  The defaulting party will pay all costs of
cancellation.

          j. If there is no bidder, the sale will be cancelled and
the Debtor may return the leased equipment to Balboa Capital.

The Debtor cannot continue to operate the stations at a profit
under its current revenue stream.  However, the Debtor's assets are
significantly more valuable if the stations are operating than if
the stations "go dark."  The recent offer received from EMF to
purchase the assets relating to just two stations for $525,000 are
evidence of the fact.  

Accordingly, the Debtor asks the Court to authorize the (i) sale to
EMF free and clear of all liens and encumbrances; (ii) payment from
escrow administrative expenses and the secured creditor up to the
amount of its claim; and (iii) remaining proceeds to be held in the
Trust Account of Johnson & Gubler to be distributed through a Plan
of Reorganization.

                        About KHWY

KHWY, Inc. owns and operates several radio stations under various
call signs.  These stations include "Highway Vibe," (1) KHWY-FM,
(2) KRXV- FM, (3) KHYZ-FM, "Highway Country" (4) KIXW- FM, (5)
KIXF-FM.  Furthermore, the company owns the majority interests in
The Drive, LLC, a California Limited Liability Company, which owns
and operates two additional stations, (6) KHDR-FM, and (7) KHRQ-FM.
Although the last two stations are owned by Drive, all of
Drive’s operational income and expense have always been directed
through the company.  John Hearne with Point Broadcasting owns a
minority interest in Drive.  The FCC has allocated licenses to each
of the above stations, and KWHY intends to sell and transfer its
interests in those licenses and in the physical assets of the radio
stations.

KHWY, Inc. is the only radio station serving the drive market
between Los Angeles, Las Vegas and Kingman, Arizona.  It has been
broadcasting for more than 30 years, and provides the only
contiguous live media between those markets.  It provides traffic,
weather, entertainment and emergency road information to
approximately 63 million motorists who travel those highways each
year.  It is the designated Emergency Alert System interface
between the Southwestern United States and the Central United
States as designated and licensed by the FCC and Homeland Security.
It is unique as the only broadcast entity licensed to approach a
100% mobile, automotive audience.

KHWY, Inc. sought Chapter 11 protection (Bankr. D. Nev. Case No.
17-10530) on Feb. 7, 2017.  Judge Mike K. Nakagawa is assigned to
the case.

The Debtor estimated assets at $645,000 and liabilities at $1.79
million.

The Debtor tapped Matthew L. Johnson, Esq., at Johnson & Gubler,
P.C. as counsel.
  
The petition was signed by Kirk Anderson, managing member.


LAMPLIGHT CONDOMINIUM: Taps Grafstein & Arcaro as Legal Counsel
---------------------------------------------------------------
Lamplight Condominium Association, Inc. seeks approval from the
U.S. Bankruptcy Court for the District of Connecticut to hire legal
counsel in connection with its Chapter 11 case.

The Debtor proposes to hire Grafstein & Arcaro, LLC to give legal
advice regarding its duties under the Bankruptcy Code, assist in
the preparation of a plan of reorganization, and provide other
legal services.

The hourly rates charged by the firm are:

     Joel Grafstein     Partner       $275
     Gregory Arcaro     Partner       $275
     Lynne Morgan       Paralegal     $100
     Sarah Pierce       Paralegal     $100

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

The firm can be reached through:

     Gregory F. Arcaro, Esq.
     Grafstein & Arcaro, LLC
     10 Melrose Drive
     Farmington, CT 06032
     Phone: (860) 674-8003
     Fax: (860) 676-9168
     Email: garcaro@grafsteinlaw.com

            About Lamplight Condominium Association

Lamplight Condominium Association, Inc., a non-stock corporation
based in Connecticut, manages the common elements of Lamplight
Condominiums located in East Hartford, Connecticut.   

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Conn. Case No. 17-20078) on January 22, 2017.  

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


LAS CRUCES COUNTRY CLUB: Assets as Much as $4.8 Million
-------------------------------------------------------
Las Cruces Country Club, Inc., is owed as much as $4.8 million and
that amount could be used to pay off creditors, Las Cruces Sun-News
reports.

"There is one receivable for $4.8 million," said R. Trey Arvizu,
attorney for the Debtor.  "It is not technically available right
now, but it could be soon."

When the Company filed for bankruptcy in November, Mr. Arvizu had
that about $4.8 million was still owed to the country club by Las
Cruces developer Bob Pofahl, his partners and investors, on the
purchase of the former country club property.

According to the report, creditors of the country club have until
May 5, 2017 to file claims.  A total of 86 entities have been
served notice of the country club's bankruptcy filing.

Philip Montoya, who was appointed Chapter 7 trustee, recently
recommended bankruptcy proceedings should continue, according to
the Las Cruces Sun-News report.

Las Cruces Country Club, Inc., operates a golf club in southern New
Mexico.  The Company was founded in 1928 and is based in Las
Cruces, New Mexico.

Las Cruces Country Club, Inc. filed a Chapter 7 bankruptcy petition
(Bankr. D.N.M. Case No. 16-12947) on Nov. 29, 2016, estimating
$1,000,001 to $10 million in assets and liabilities of less than
$100,000.

Philip J. Montoya was named Chapter 7 trustee.

The Debtor's attorney:

         R Trey Arvizu, III
         PO Box 1479
         Las Cruces, NM 88004-1479
         575-527-8600
         Fax : 575-527-1199
         E-mail: trey@arvizulaw.coms

The Chapter 7 trustee:

         Philip J. Montoya
         3800 Osuna Rd NE STE #2
         Albuquerque, NM 87109
         505-244-1152


LIFE ENHANCEMENT: Trustee Selling All Assets to Sierra for $500K
----------------------------------------------------------------
James S. Proctor, Trustee for Life Enhancement Products, Inc., asks
the U.S. Bankruptcy Court for the District of Nevada to authorize
the sale of substantially all assets of the Debtor to Sierra Nevada
Bioscience, LLC for $500,000, subject to overbid.

A hearing on the Motion is set for March 7, 2017 at 2:00 p.m.  

Life Enhancement Products, Inc. ("LEP") manufactures and provides
nutritional supplements with unique formulations for general
health, memory enhancement, blood sugar maintenance, cognitive
enhancement, among others, based on formulations derived from known
formulators across the country.  The raw materials purchased for
the products are derived from the highest-quality,
pharmaceutical-grade ingredients and are packaged under clean-room
conditions, and materials undergo lab testing to confirm purity.
LEP offers its services through direct Internet sales to the public
or through medical providers.

LEP leases commercial real property from Scientific Nutritional
Formulations ("SNF") (an insider entity owned primarily by the
LEP's majority equity holder, Wallace "Will" Block) at 2555
Business Parkway in Minden, Nevada.  The 25-year lease, June 1,
2012 to May 31, 2037, provides for monthly rent of $7,000.  The
estate is current on its post-petition rent obligations.  The
Trustee seeks to reject this lease with the closing of this
proposed sale.  The Trustee is unable to assume and assign the
lease, and it is anticipated that the Buyer will negotiate its own
lease with SNF.  Regardless, the Trustee and the Debtor's
bankruptcy estate have no use for the building after the close of
the sale.

The Trustee has actively managed this business to resolve a number
of outstanding issues at his appointment.  There was only
approximately $24,000 in cash in the bank, including $16,000 in
customer deposits for backlogged orders.  The Trustee, along with
the hiring of Andrew Robinson as a business manager for debtor, has
implemented numerous changes with payroll, inventory purchasing,
product sales and production, formulator agreements and royalty
payments, and financial reporting and projections.  Many of these
details were discussed at the hearing on Jan. 18, 2017, and the
Trustee is able provide additional detail as needed.

When the Trustee was appointed, Debtor was on the verge of a
Chapter 7 liquidation.  Following the changes implemented after his
appointment, the Trustee has considered 3 options: (1) sell the
Debtor's assets to another entity seeking to sell nutritional
supplements; (2) file a plan of reorganization, leaving
pre-petition management in place and hoping for payments from the
Debtor's post-confirmation operations; or (3) converting the case
and liquidating the assets.  The Trustee determined a sale was the
best option, notwithstanding inevitable constraints on the sales
price given the Debtor's financial performance and contractual
arrangements.

The Trustee has marketed the business to those in the industry,
those with had had prior involvement and/or interest in the
company, individuals suggested by others, including 2 persons
proposed by Mr. Kornhauser, a business broker (informally), and
other professionals.  After extensive negotiations, on Jan. 30,
2017, the Trustee executed an Asset Purchase and Sale Agreement
with the Buyer, a Nevada limited liability company pursuant to
which, among other things, the Buyer has offered to purchase
substantially all of the Debtor's assets, free and clear of liens,
interests and encumbrances without warranty and in "as-is" and
"where-is" condition.

The Purchase Agreement provides that the Buyer will purchase
substantially all the assets owned and used in LEP's business.  The
transferred assets include personal property, inventory, records,
intangible property and good will as identified in the Purchase
Agreement.  The sale excludes (i) cash on hand or in the bank; (ii)
accounts receivable incurred through the date of the sale
transactions; (iii) expressly excluded contracts; and (iv) an
approximate $6,000 deposit held by shipping vendor Federal Express.


The Buyer will not assume any liabilities except certain contracts
assumed in connection with the Buyer's acquisition of the assets.
The Purchase Agreement further requires the Trustee to deliver
assets free and clear of liens and encumbrances.  The Purchase
Agreement and proposed sale order specifically provide that the
Buyer will assume no other liabilities.

The proposed purchase price under the Purchase Agreement is
$500,000, to be paid in cash on or before the closing, designated
as 5 business days after Court approval.  All conditions precedent
must be satisfied on March 31, 2017, or the Purchase Agreement will
be null and void and without force or effect, with neither the
Buyer nor the Trustee having any rights, obligations or liabilities
under the Purchase Agreement.

Allocation of the purchase price by asset category for tax purposes
is: (i) personal property - $325,000; (ii) inventory - $150,000;
(iii) records - $8,333; (iv) intangible property - $8,333; and
goodwill - $8,334.

The sale includes the Debtor's customer lists, which include
"personally identifiable information."  The sale does not trigger
the appointment of consumer privacy ombudsman, as the Debtor's
offering of products did not disclose to an individual customer a
policy prohibiting the transfer of personally identifiable
information about individuals to persons that are not affiliated
with the Debtor.

The Buyer's offer under the Purchase Agreement is subject to
overbids.  Approval contemplates possible overbidding at the time
of hearing set to approve the sale by the Court, with any competing
bids to be made in increments of $10,000 to $25,000.  The Buyer has
discussed agreements with management or key employees regarding
future employment.  The Trustee has no interest in such agreements,
has not been party to those discussions, and has no knowledge of
the material terms of any such agreements.

Any employee claims against Debtor for accrued paid time off will
be addressed subsequently in the case under the provisions of the
Bankruptcy Code.

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

       http://bankrupt.com/misc/Life_Enhancement_304_Sales.pdf

The Trustee is unaware of any additional security interests
asserted against the Debtor's assets, other these creditors or
claimants:

   a. Bank of the West ("BOW") holds a purported secured claim as
evidenced by Proof of Claim 18-1, filed on Dec. 31, 2014, and
amended on Jan. 22, 2015, Claim 18-2, in the amount of $86,658.
The claim represents a loan evidenced by a Business Loan Agreement
executed by the Debtor on June 16, 2014, in the principal amount of
$50,000, mutually amended to the increased amount of $100,000.  As
collateral for the $100,000 business loan, the Debtor gave a
blanket security interest in all of its personal property assets.
The UCC financing statement allegedly perfecting BOW's security
interest was recorded in California, not Nevada, and the Trustee
disputes the validity of BOW's status as a secured claim.

   b. The Debtor and ThermoFisher Scientific entered into a Lease
Agreement on Jan. 16, 2012, for the lease of a Nicolet iS10 Mid
Infrared FT-IR Spectrometer system.  The term of the lease is 60
months, commencing Jan. 31, 2012, and last payment is due Feb. 20,
2017.  At the time of the sale of the estate's assets, the
financial obligation imposed by the lease will be satisfied and,
therefore, has no impact on the proposed sale free and clear of
liens.

   c. Samuel Kornhauser is the estates largest creditor, having
asserted an unsecured claim in the amount of $2,592,962.  The claim
arises out of litigation between the LEP, the Debtors' primary
principal, Mr. Block, also a debtor in a Chapter 7 liquidation
proceeding, and Mr. Kornhauser, resulting from Mr. Block/LEP's
retention of Mr. Kornhauser to perform legal services and was the
subject of extensive litigation and the entry of a judgment in
favor of Mr. Kornhauser and against both LEP and Mr. Block.  Mr.
Kornhauser commenced two adversary proceedings that name LEP: (1)
Kornhauser v Block (In re Block), Adv. Proc. No. 16-05022 (Bankr.
D. Nev.); and (2) Kornhauser v. Block (In re Life Enhancement
Products, Inc.) Adv. Proc. No. 16-05023 (Bankr. D. Nev.).  Those
adversaries are stayed pending this sale, pursuant to the Court's
orders entered in each adversary.

The Trustee believes that a prompt sale will maximize the amount
the estate and its creditors may realize for the assets.  The terms
and conditions of the Purchase Agreement are fair and reasonable
and in the best interest of the estate and its creditors.
Moreover, the Purchase Agreement is the product of marketing and
good faith, arms'-length negotiations between the Trustee and the
Buyer.  The Trustee is confident that the successful purchaser that
emerges from the process of offering overbids will be the highest
and best bid obtainable for these assets.  Accordingly, the Trustee
asks the Court to approve the sale to the Buyer under the terms and
conditions set forth in the Purchase Agreement.

The Trustee asks relief from the 14-day stay imposed by Fed. R.
Bankr. P. 6004(h), in order to allow the sale to close without
further delay and minimize any additional costs incurred by the
Debtor.

The Purchaser can be reached at:

          SIERRA NEVADA BIOSCIENCE, LLC
          Attn: Dr. Michael Nelson
          10623 Professional Circle, Suite A
          Reno, NV 89521
          Facsimile: (775) 345-3562
          E-mail: drmichael@sierratahoewellness.com

Counsel for the Trustee:

          Louis M. Bubala III, Esq.
          KAEMPFER CROWELL
          50 W. Liberty Street, Suite 700
          Reno, NV 89501
          Telephone: (775) 852-3900
          Facsimile: (775) 327-2011
          E-mail: lbubala@kcnvlaw.com

                  About Life Enhancement Products

Life Enhancement Products, Inc. ("LEP") manufactures and provides
nutritional supplements with unique formulations for general
health, memory enhancement, blood sugar maintenance, cognitive
enhancement, among others, based on formulations derived from known
formulators across the country.  The raw materials purchased for
the products are derived from the highest-quality,
pharmaceutical-grade ingredients and are packaged under clean-room
conditions, and materials undergo lab testing to confirm purity.
LEP offers its services through direct Internet sales to the public
or through medical providers.

Life Enhancement Products sought Chapter 11 protection (Bankr. D.
Nev. Case No. 14-51572) on Sept. 17, 2014.  Judge Bruce T. Beesley
is assigned to the case.  The petition was signed by Wallace Block,
president.  The Debtor estimated assets at $285,866 and liabilities
at $1.94 million.  The Debtor tapped Alan R Smith, Esq., at The Law
Offices of Alan R. Smith as counsel.

On April 17, 2015, the Court approved the appointment of James S.
Proctor as Chapter 11 trustee.  The Trustee continues to operate
the Debtor's business and manage its financial affairs pursuant to
Sections 1106(a) and 1108 of the Bankruptcy Code.  

The Trustee tapped Louis M. Bubala, Esq., at Kaemper Crowell as
attorney.


LONGVIEW POWER: S&P Lowers Rating on Sr. Sec. Term Loan B to 'B-'
-----------------------------------------------------------------
S&P Global Ratings said it lowered its rating on Longview Power
LLC's senior secured term loan B due 2021 and revolving credit
facility due 2020 to 'B-' from 'B'.  The outlook is stable.

The '2' recovery rating is unchanged, reflecting S&P's expectation
of substantial (70% to 90%) recovery of principal if a payment
default occurs.

"The stable outlook reflects our view that despite low DSCRs in
2017 and 2018, Longview will be able to meet its financial
obligations over our forecast period, largely due to a favorable
liquidity position," said S&P Global Ratings credit analyst
Kimberly Yarborough.

Developments that could lead to a negative outlook or downgrade
would be a further deterioration in the project's energy margin,
which could occur if power prices decline from current levels, coal
costs rise from current prices, or the project experiences
significant forced outages.  More specifically, if S&P thought
Longview's ability to manage low DSCR years in 2017 and 2018 had
weakened, a downgrade could result.  Although S&P expects the
project to have a DSCR below 1x in 2018, we think it will infuse
equity prior to covenant testing, and as such avoid triggering a
technical default in 2018.

While unlikely at this time, an improvement in the rating could
occur if Longview's financial performance improved such that the
minimum DSCR was 1.2x over the tenor of the debt and S&P's assumed
post-refinance phase.  Since capacity prices are fixed through
2020, financial improvement would require a significant increase
power prices -- which S&P thinks is unlikely right now.  Following
completion and successful utilization of the Shannon run portal at
MEPCO, metrics may begin to improve in 2019/2020 due to a reduction
in coal costs.


LOVE GRACE: Committee Taps Stewart Robbins as Legal Counsel
-----------------------------------------------------------
The official committee of unsecured creditors of Love Grace
Holdings, Inc. seeks approval from the U.S. Bankruptcy Court for
the Middle District of Louisiana to hire legal counsel in
connection with its Chapter 11 case.

The committee proposes to hire Stewart Robbins & Brown, LLC to give
legal advice regarding its duties under the Bankruptcy Code,
negotiate with the Debtor and other creditors regarding a plan of
reorganization, investigate the Debtor's assets and liabilities,
and provide other legal services.

Stewart Robbins' rates for attorneys range from $285 an hour to
$370 an hour depending on expertise.

Paul Douglas Stewart, Jr., Esq., at Stewart Robbins, disclosed in a
court filing that his firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Paul Douglas Stewart, Jr.
     Stewart Robbins & Brown, LLC
     247 Florida Street
     P.O. Box 66498
     Baton Rouge, LA 70896-6498
     Phone: (225) 231-9998
     Fax: (225) 709-9467
     Email: dstewart@stewartrobbins.com

                    About Love Grace Holdings

Love Grace Holdings, Inc., doing business as Apricot Lane and Blu
Spero Boutique, operates a series of retail clothing outlets in
malls.  The locations are in Florida, Alabama, Louisiana and
Mississippi.

Love Grace Holdings filed a chapter 11 petition (Bankr. M.D. La.
Case No. 17-10057) on Jan. 20, 2017.  The petition was signed by
Arthur A. Lancaster, Jr., president and sole shareholder.  The case
is assigned to Judge Douglas D. Dodd.  The Debtor estimated assets
and liabilities at $1 million to $10 million.

The Debtor is represented by Greta M. Brouphy, Esq., and Douglas S.
Draper, Esq., at Heller, Draper, Patrick, Horn & Dabney, LLC.

On February 6, 2017, the U.S. trustee for Region 5 appointed an
official committee of unsecured creditors.  No trustee or examiner
has been appointed or designated in the case.


M.O.R. PRINTING: Case Summary & 9 Unsecured Creditors
-----------------------------------------------------
Debtor: M.O.R. Printing, Inc.
        3585 NW 54th St
        Fort Lauderdale, FL 33309-6358

Case No.: 17-11570

Chapter 11 Petition Date: February 8, 2017

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

Judge: Hon. John K Olson

Debtor's Counsel: Chad T Van Horn, Esq.
                  VAN HORN LAW GROUP, P.A.
                  330 N Andrews Ave #450
                  Ft Lauderdale, FL 33301
                  Tel: 954-765-3166
                  Fax: 954-756-7103
                  E-mail: Chad@cvhlawgroup.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Owen Luttinger, president.

A copy of the Debtor's list of nine unsecured creditors is
available for free at http://bankrupt.com/misc/flsb17-11570.pdf


MANOR VENTURES: Hires M. David Graubard as Attorney
---------------------------------------------------
Manor Ventures LLC seeks authorization from the U.S. Bankruptcy
Court for the Eastern District of New York to retain M. David
Graubard, Esq., as attorney for the Debtor and
Debtor-in-Possession.

The Debtor requires Graubard to assist the Debtor in connection
with the general administration of the Chapter 11 case.

The Debtor will compensate Graubard at $450 per hour.

Charles Kofman, the managing member to the Debtor, has agreed to
pay a $30,000 retaining fee.  Mr. Kofman has paid $15,000 prior to
the filing of the bankruptcy petition, with the balance of the
retaining fee agreed to be paid by Mr. Kofman in the ensuing three
months.

M. David Graubard, Esq., 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.

Graubard may be reached at:

     M. David Graubard, Esq.
     71-18 Main Street
     Flushing, NY 11367
     Tel: (212)681-1600

                   About Manor Ventures LLC

Mano Ventures LLC filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y.. Case No. 17-40361) on January 29, 2017. Hon. Sean H. Lane
presides over the case. M. David Graubard, Esq., represents the
Debtor as counsel.

The Debtor disclosed total assets of $2.22 million and total
liabilities of $1.52 million. The petition was signed by Charles
Kofman, managing member.


MARBLES LLC: Files for Chapter 11, Closing All 37 Stores
--------------------------------------------------------
Chicago-based puzzle and game seller Marbles LLC, doing business as
Marbles: The Brain Store, has sought bankruptcy protection with
plans to close all its 37 stores.

As it has obtained DIP financing from lenders, Marbles says it is
able to pursue a "soft landing" -- chapter 11 -- rather than the
"hard landing" of a chapter 7.

Marbles is a developer, wholesaler and specialty retailer of games,
puzzles, books, and software designed to strengthen and stimulate
the brain.  Marbles and its affiliates currently operate 37 retail
stores in 13 states.  They also operate a distribution warehouse in
Schiller Park, Illinois, and rent space in a public warehouse in
Roselle, Illinois on a seasonal basis.  During the 2016 holiday
season, Marbles also operated a store-in-store concept within six
Macy's department store locations.  I

Marbles maintains significant e-commerce and wholesale channels.
Marbles carries over 400 items on its Web site
http://www.marblesthebrainstore.com/, many more than they carry in
retail stores, allowing customers access to a much larger and more
varied assortment.  In 2016, e-commerce accounted for 11.7% of the
Companies' total revenue, or $3.3 million.
Presently, Marbles has approximately 333 non-union, full-time and
part-time workers.

Despite years of popularity, the Debtors have faced significant
operational challenges—including declining mall traffic and
lower-than-projected sales—resulting in substantially lower
earnings than anticipated during the most recent holiday season.

In January 2017, with a lack of new inventory and a fixed liquidity
runway, the Debtors began taking steps toward an orderly and
efficient liquidation process focused on the twin goals of (a)
winding down their brick-and-mortar operations while (b) exploring
interest in a sale of the Companies' remaining assets by whatever
means would produce the greatest recovery.

Gordon Brothers Retail Partners, LLC, to effectuate the orderly
liquidation of substantially all inventory and closure of the
Retail Stores as expeditiously as possible.

Girisha Chandraraj, CEO of Marbles Holdings, LLC, said that time is
of the essence if the Debtors are to fully capitalize on the
disposition of their assets.

After lengthy negotiations with the Debtors' prepetition secured
lenders, senior secured creditor Amzak Capital Management, LLC
("Amzak") and junior secured creditor AMPR Marbles Investors, LLC
("AMPR"), the Debtors were able to secure $900,000 in postpetition
financing and use of cash collateral with a view toward an orderly
sale process.  At the same time, based on projections prepared by
the Debtors' management team, the administrative expenses of the
Chapter 11 Cases are anticipated at $300,000 per month.

Chandraraj asserts that the expeditious sale of the Debtors'
inventory is critical to minimize the expense of maintaining dozens
of Retail Stores during the liquidation process.  Finally, the
value of the Debtors' remaining assets will only decrease over
time, thereby necessitating a thorough but efficient marketing and
sale process.

For all of these reasons, the Debtors' ability to maximize value
for the benefit of their creditors is dependent on their ability to
quickly and efficiently proceed with an orderly liquidation and
asset sale.

                       Orderly Liquidation

Marbles' desire to move expeditiously with an orderly liquidation
of inventory at the Retail Stores while also exploring all avenues
toward a sale of their remaining assets.  As to the former, the
Companies intend to work closely with Gordon Brothers Retail
Partners, LLC.  As to the latter, Marbles intends to retain Hilco
IP Services, LLC d/b/a Hilco Streambank, a seasoned investment
banker in the retail industry with a particular expertise in
marketing intellectual property in chapter 11.  Both phases of the
Chapter 11 Cases are intended to maximize the recovery on the
Companies' assets for the benefit of the estates and their
creditors.

Given the burn rate of the Companies' cash, the demands of the
Retail Store landlords for return of the leased space, the limited
use of Cash Collateral and DIP financing afforded by Amzak, and the
decreasing value of the Companies' assets, the Debtors hope to
achieve an expeditious and cost-effective, two-step sale process:
First, to begin immediate liquidation of inventory.  Second, to
undertake an efficient marketing and sale process for the
Companies' Intellectual Property.

                        About Marbles LLC

Marbles LLC is a privately held company engaged in the development,
curating, wholesaling and retail sale of unique brain-stimulating
games, puzzles, software, and books.  Its principal place of
business and principal office are located at 1918 North Mendell
Street, Chicago, Illinois.

Marbles LLC, along with Marbles Holdings, LLC, and Marbles Brain
Workshop, LLC, sought Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Lead Case No. 17-03308) on Feb. 3, 2017.

Marbles LLC estimated between $1 million and $10 million in assets
and between $10 million and $50 million in liabilities.

The Debtors tapped Adelman & Gettleman LTD., as counsel.


MELODY GOOD GIRL: Can Use Cash Collateral on Final Basis
--------------------------------------------------------
Judge K. Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Melody, Good Girl Incorporated to
use cash collateral on a final basis.

Judge May authorized the Debtor to use cash collateral in
accordance with the six month Budget, subject to the terms and
conditions of the Agreed Interim Order, which will remain in full
force and effect.

A full-text copy of the Order, entered on February 2, 2017, is
available at https://is.gd/vjWPCV

           About Melody, Good Girl Incorporated

Melody, Good Girl Incorporated dba Servpro of Winter Haven filed a
Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-10587), on
December 13, 2016.  The Petition was signed by Christopher E.
Brill, president.  At the time of filing, the Debtor estimated
assets at $100,000 to $500,000 and liabilities at $1 million to $10
million.  The Debtor is represented by James W Elliott, Esq., at
McIntyre Thanasides Bringgold Elliott, et al.

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

No trustee or examiner has been appointed in this case and no
official committees have been appointed.


MESOBLAST LIMITED: Had $33.9 Million Cash as of Dec. 31
-------------------------------------------------------
Mesoblast Limited filed with the U.S. Securities and Exchange
Commission its quarterly report (for entities subject to  Listing
Rule 4.7B) for the period ended Dec. 31, 2016.

At the beginning of the quarter, the Company had US$60.35 million
in cash and cash equivalents.  Net cash (used in) operating
operating activities was US$25.53 million.  At the end of the
quarter, Mesoblast had US$33.90 million in cash and cash
equivalents.

Mesoblast is in advanced negotiations with selected pharmaceutical
companies with respect to potential partnering of certain Tier 1
product candidates.  If Mesoblast enters into a binding transaction
in the next quarter, Mesoblast expects that one effect of the
transaction is that its cash reserves are likely to increase.
Mesoblast does not make any representation or give any assurance
that such a binding transaction will be concluded.

In addition, Mesoblast expects its cash reserves to increase in the
next quarter as the Company expects to receive the following
income:

  -- the R&D tax incentive from the Australian Government;

  -- royalty income earned on sales of TEMCELL HS Inj. in Japan;
     and

  -- interest income.

Mesoblast has established an equity facility for up to A$120
million/US$90 million over 36 months, to be used at its discretion
to provide additional funds as required.

A full-text copy of the Form 6-K is available for free at:

                    https://is.gd/kQEJcD

                    About Mesoblast Ltd.

Melbourne, Australia-based Mesoblast Limited (ASX:MSB; Nasdaq:MESO)
develops cell-based medicines.  The Company has leveraged its
proprietary technology platform, which is based on specialized
cells known as mesenchymal lineage adult stem cells, to establish a
broad portfolio of late-stage product candidates.  Mesoblast's
allogeneic, 'off-the-shelf' cell product candidates target advanced
stages of diseases with high, unmet medical needs including
cardiovascular diseases, immune-mediated and inflammatory
disorders, orthopedic disorders, and oncologic/hematologic
conditions.

Mesoblast reported a loss before income tax of $90.82 million for
the year ended June 30, 2016, compared to a loss before income
tax of $96.24 million for the year ended June 30, 2015.

As of Sept. 30, 2016, Mesoblast had $665.4 million in total
assets, $155.6 million in total liabilities and $509.9 million in
total equity.

PricewaterhouseCoopers, in Melbourne, Australia, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2016, citing that the Company has
suffered recurring losses from operations that raise substantial
doubt about its ability to continue as a going concern.


MIDLAND HI LODGING: Hires Allen Barnes & Jones as Counsel
---------------------------------------------------------
Midland Hi Lodging, LLC seeks authorization from the U.S.
Bankruptcy Court for the District of Arizona to employ Allen Barnes
& Jones, PLC as counsel for the Debtor.

The Debtor requires AB&J to:

     a. provide the Debtor with legal advice with respect to its
reorganization;

     b. represent the Debtor in connection with negotiations
involving secured and unsecured creditors;

     c. represent the Debtor at hearings set by the Court in
Debtor's bankruptcy case;

     d. prepare necessary applications, motions, answers, orders,
reports or other legal papers necessary to assist in the Debtor's
reorganization.

AB&J lawyers and professionals who will work on the Debtor's case
and their hourly rates are:

     Thomas H. Allen, member               $395
     Hilary Barnes, member                 $395
     Michael A. Jones, member              $335
     Philip J. Giles, associate            $285
     Khaled Tarazi, associate              $225
     Legal Assistants and Law Clerks       $115-$135

The Debtor provided AB&J with a pre-petition retainer in the amount
of $20,000, $5,793.50 of which was applied to pre-petition fees and
costs, including the Chapter 11 filing fee, and $14,206.50 of which
is held in the AB&J IOLTA Trust Account for post-petition fees and
costs.

Thomas H. Allen, Esq., member of Allen Barnes & Jones, 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.

AB&J may be reached at:

     Thomas H. Allen, Esq.
     Philip J. Giles, Esq.
     Allen Barnes & Jones, PLC
     1850 N. Central Ave., #1150
     Phoenix, AZ 85004
     Tel: (602) 256-6000
     Fax: (602) 252-4712
     E-mail:tallen@allenbarneslaw.com
            pgiles@allenbarneslaw.com

                  About Midland Hi Lodging, LLC

Midland Hi Lodging, LLC filed a Chapter 11 bankruptcy petition
(Bankr. D.Ariz. Case No. 17-00756) on January 26, 2017. Hon. Scott
H. Gan presides over the case. Allen Barnes & Jones, PLC
represents the Debtor as counsel.

In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Larry
Miller, president of Matrix Equities, Inc., manager of Matrixx
Management, LLC, manager of Sunbelt Lodging, LLC, manager of the
Debtor.


MOUNT ST. MARY'S: Moody's Alters Outlook to Neg, Affirms Ba2 Rating
-------------------------------------------------------------------
Moody's Investors Service has revised Mount St. Mary's University,
MD's outlook to negative from stable and has affirmed the Ba2
ratings on $38 million of outstanding rated debt issued through
Frederick County, Maryland.

The negative outlook reflects heightened financial, student market
and debt structure risks following a period of leadership and
governance challenges in 2016. The university's already pressured
student market position as a small, heavily tuition-dependent rural
institution deteriorated further for fall 2016, as did FY 2016
operating performance. Operating performance will likely weaken
again in FY 2017 as Mount St. Mary's absorbs the impact of fall
2016's 17% decrease in freshmen enrollment, with limited ability to
further reduce expenses without impacting its competitive
position.

Affirmation of the Ba2 rating reflects the Mount's progress in
stabilizing leadership and rebuilding its board, improved strategic
planning, and good, though thinning, operating cash flow to support
debt service. The Mount also positively benefits from its strong
Catholic identity and a solid financial resource base. Offsetting
credit aspects include a highly competitive student market combined
with heavy dependence on student charge revenue and the potential
for debt acceleration if the Mount does not meet financial covenant
requirements or restructure debt to reduce acceleration risk. In
addition, a sustained period of low capital investment threatens
long-term sustainability.

Rating Outlook

The negative outlook reflects expectations of potential further
weakening of operating performance through at least FY 2017 and
increased potential for debt acceleration if covenants are breached
or debt is not restructured. Also integrated into the outlook is
the potential for continued enrollment volatility as the Mount
recovers from heightened pressures in an already challenging
student market. Given the potential for a debt service coverage
covenant violation in FY 2017, Moody's will continue to closely
monitor progress in addressing debt structure risks.

Factors that Could Lead to an Upgrade

Sustained strengthening of operating performance, with strong debt
service and strong headroom above financial covenants

Liquidity growth

Multi-year demonstrated ability to meet enrollment targets

Factors that Could Lead to a Downgrade

Breach of financial covenants or failure to reduce debt structure
risk within FY 2017

Continued enrollment volatility or struggles to generate revenue
growth

Weakening of operating performance beyond current expectations

Material decline in liquidity or significantly increased debt
without corresponding increase in cash flow

Legal Security

Both rated and privately placed bonds are a general obligation of
the university, secured by a lien on gross revenues. The Series
2006 bonds are further secured by a first mortgage lien on the
project site and a debt service reserve fund equivalent to maximum
annual debt service on the bonds. The Series 2007 bonds are not
secured by any mortgage lien and do not have a debt service reserve
fund. Debt service coverage ratios are 1.0 times maximum annual
debt service for rated debt and 1.1 times for privately placed
debt.

Use of Proceeds

Not applicable.

Obligor Profile

Mount St. Mary's University is a private liberal arts Catholic
university located in Emmitsburg, Maryland. The university enrolled
approximately 2,000 students for fall 2016 and generated operating
revenue of $68 million in fiscal year 2016.

Methodology

The principal methodology used in this rating was Global Higher
Education published in November 2015.


MOUNTAIN THUNDER: Trustee Selling Assets to Gemcap for $1.85M
-------------------------------------------------------------
Elizabeth A. Kane, Trustee for Naturescape Holding Group
International, Inc., and Mountain Thunder Coffee Plantation Int'l,
Inc., asks the U.S. Bankruptcy Court for the District of Hawaii to
authorize the Asset Purchase, Settlement and Release Agreement with
Gemcap Lending I, LLC, in connection with sale of the Debtors'
assets for $100,000 in cash, payment of all allowed administrative
expenses, and a credit bid in the amount of $1,751,967, subject to
overbid.

Beginning in 2011, Naturescape and Mountain Thunder entered into
Loan Security Agreements ("LSA") with Gemcap which included (i) the
Loan Security Agreement, dated Sept. 26, 2011, as amended and (ii)
the Amended and Restated Loan and Security Agreement, dated Sept.
27, 2013, as amended.

Pursuant to the LSAs, Naturescape and Mountain Thunder, and others,
executed in favor of Gemcap: (i) a Secured Term Loan Note in the
principal amount of $440,000, which was amended to $328,970, and
further amended to $244,578 ("Term Note I"), (ii) a Secured
Revolving Loan Note up to the amount of $1,550,000, which was
amended three times up to $4,550,000 ("Revolver"), and (iii) an
additional Term Loan Note in the principal amount of $1,250,000
("Term Note II").  The Notes were secured by mortgages including
(i) a Mortgage, dated Sept. 28, 2011, recorded in the Bureau of
Conveyances as Document No. 2011-190516, (ii) a Mortgage, dated
Oct. 22, 2013, recorded in the Bureau as Document No. A-50600132,
and (iii) a Mortgage, dated Aug. 7, 2015, recorded in the Bureau as
Document No. A-57500020.

Gemcap perfected its secured interests in certain assets of
Naturescape and Mountain Thunder by filing and recording a UCC
Financing Statement, dated Sept. 27, 2011, recorded in the Bureau
of Conveyances as Document No. 2011-157170.

The Trustee and Gemcap have negotiated a sale of the Purchased
Assets.

The material terms of the APA are:

    a. Purchased Assets: Pursuant to the APA, the Trustee will
sell, assign, convey, and transfer to Gemcap all of the estates'
interests in the Purchased Assets, which will include (i) all
tangible and intangible assets described in the Loan Documents, but
not the assets encumbered by a first priority security interest
held by Direct Capital Corp., Leaf Commercial Capital, Inc. Deere &
Co. or Ford Motor Credit Co., LLC; (ii) the claims and causes of
action against Trent Bateman, Lisa Bateman, and certain family
members, including trusts in which they have an interest or are
beneficiaries, to acquire or improve certain real property; (iii)
the claims and causes of action arising from the pre-petition
assets of the Debtors to acquire or improve the property located at
72-3375 Hawaii Belt Road, Captain Cook, Hawaii ("Hualalai Ranch
Property"); (iv) claims and potential causes of action against
Receiver George Van Buren; (v) the estates' interest in the
Hualalai Ranch Property; (vi) the leasehold interests with respect
to (a) the real property located at 84-4995 Hawaii Belt Road,
Captain Cook, Hawaii, and (b) the real property located at 73-1942
Hao Street, Kailua-Kona, Hawaii, as set forth in rental agreements,
provided Gemcap will pay all amounts required to cure the
obligations under these rental agreements; and (vii) the interests
of the Trustee in certain of the Assumed Contracts, provided Gemcap
pays all amounts required to cure the obligations under the
respective assigned Assumed Contracts.  The sale of the Purchased
Assets will be free and clear of those Encumbrances, as defined in
the APA.

    b. Assumption and Assignment of Assumed Contracts: The Trustee
will provide notice of assumption and proposed cure amounts to the
counterparties under the Rental Agreement.  The Trustee will assume
and assign to Gemcap the Rental Agreements, effective upon closing,
provided that to the extent any Rental Agreement is subject to cure
pursuant to Bankruptcy Code section 365, Gemcap will pay all such
amounts owed before closing.

    c. Assumption of Assumed Liabilities: On the date of closing,
Gemcap will assume and agree to pay, perform, and discharge when
due all obligations of the Trustee under the assigned Assumed
Contracts and the obligations of the Trustee with respect to the
Purchased Assets (i.e, the Assumed Liabilities).

    d. Purchase Price: The purchase price for the Purchased Assets
will be: (i) $100,0000 in cash, together with a reduction in the
secured portion of Gemcap's claim against the estate in the amount
of $100,000, for payment of allowed unsecured claims, (ii) payment
of all allowed administrative expenses under Bankruptcy Code
section 503(b), and (iii) a credit bid in the amount of $1,751,967,
as the same may be increased by Gemcap, which will be offset
against the secured portion of Gemcap's claim.

    e. Gemcap's Claim: Pursuant to the APA, the parties will
stipulate to the amount of Gemcap's credit bid claim ($1,751,967),
and Gemcap's deficiency claim ($3,834,244).  Gemcap will retain the
deficiency claim as an unsecured claim in the Chapter 11 cases;
provided that Gemcap will subordinate its deficiency claim to the
first $150,000 of net recoveries from the Debtors' estates, after
payment of the administrative expenses and the unsecured creditors'
carve-out from the assets remaining in the estates.

    f. Mutual Release of Claims: Pursuant to the APA, the Trustee
and Gemcap will release their claims against each other, except for
certain limited excluded claims.

The Trustee asks approval of the assumption and assignment of the
Assumed Contracts, including the Rental Agreements, to Gemcap.  The
Trustee believes it is in the estates' best interest to assume the
Assumed Contracts and assign the Trustee's interest in the Assumed
Contracts to Gemcap, provided the Gemcap pays all amounts owed.

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

  http://bankrupt.com/misc/Naturescape_Holding_281_Sales.pdf

The Trustee further asks authority to allow other interested
parties to overbid for the Purchased Assets at the hearing, on the
same terms and conditions as the APA, provided however, that:

    a. Any Potential Bidder  must deliver a cashier's check payable
to the Trustee in the amount 10% of the Potential Bidder's maximum
bid, no later than 5 business days prior to the hearing;

    b. At the time of the hearing, the Potential Bidder must
deliver to the Trustee a cashier's check in the amount of 90% of
their intended maximum bid;

    c. Any overbid will be in increments of $100,000; and

    d. Anyone wishing to submit an overbid must notify the
Trustee's counsel in writing by the deadline for filing objections
to the Motion.

In the instant case, the Trustee believe that the APA is fair and
equitable and satisfies the factors set forth in Woodson and is
well within the lowest point of reasonableness.  Pursuant to the
APA, the parties will mutually release their claims against each
other, except for certain excluded claims.  In exchange, the estate
will receive the sum of $100,000 for unsecured creditors, and the
administrative expenses as set forth will be paid by Gemcap.  By
settling the claims pursuant to the APA, the Trustee avoids the
expense of further litigation with Gemcap.

The Purchaser is represented by:

          Morris Weiss, Esq.
          WALLER LANSDEN DORTCH & DAVIS, LLP
          100 Congress Avenue, Suite 1800
          Austin, TX 78701
          E-mail: Morris.Weiss@wallerlaw.com

                    - and -

          Louise Ing, Esq.
          Kristin Holland, Esq.
          ALSTON HUNT FLOYD & ING
          1001 Bishop Street, Suite 1800
          Honolulu, HI 96813
          E-mail: ling@ahfi.com
                  kholland@ahfi.com  

                  About Mountain Thunder

On Sept. 16, 2016, an involuntary Chapter 11 bankruptcy petition
was filed against Mountain Thunder Coffee Plantation Int'l Inc.
(Bankr. D. Hawaii Case No. 16-00984).  Hagadone Hawaii, Inc. and
three other alleged creditors signed the petition and were
represented by Case Lombardi & Pettit.

On Sept. 16, 2016, an involuntary Chapter 11 bankruptcy petition
was filed against Naturescape Holding Group International, Inc.
(Case No. 16-00982).  GemCap Lending I, LLC and two other alleged
creditors signed the petition and are represented by Alston Hunt
Floyd & Ing and Case Lombardi & Pettit.

On Nov. 16, 2016, the Court entered an order approving the
appointment of Elizabeth A. Kane as the bankruptcy trustee of the
estate of Mountain Thunder.

On Dec. 21, 2016, the Court entered an order approving the
appointment of Ms. Kane as the bankruptcy trustee of the estate of
Naturescape.

The Trustee's attorneys:

         SIMON KLEVANSKY
         ALIKA L. PIPER
         Klevansky Piper, LLP
         841 Bishop Street, Suite 1707
         Honolulu, Hawaii
         Tel: (808) 536-0200
         Fax: (808) 237-5757
         E-mail: sklevansky@kplawhawaii.com
                 apiper@kplawhawaii.com

Both cases are assigned to Judge Robert J. Faris.

Upon the appointment of the trustee, the Debtors' exclusive right
to file a bankruptcy plan was terminated.  On December 20, 2016,
GemCap Lending filed its joint Chapter 11 plan of reorganization
for the Debtors.

No official committee of unsecured creditors has been appointed in
the Debtors' cases.


NATURESCAPE HOLDING: Trustee Selling Assets to Gemcap for $1.8M
---------------------------------------------------------------
Elizabeth A. Kane, Trustee for Naturescape Holding Group
International, Inc. and Mountain Thunder Coffee Plantation Int'l,
Inc., asks the U.S. Bankruptcy Court for the District of Hawaii to
authorize the Asset Purchase, Settlement and Release Agreement with
Gemcap Lending I, LLC in connection with sale of the Debtors'
assets for $100,000 in cash, payment of all allowed administrative
expenses, and credit bid in the amount of $1,751,967, subject to
overbid.

Beginning in 2011, Naturescape and Mountain Thunder entered into
Loan Security Agreements ("LSA") with Gemcap which included (i) the
Loan Security Agreement, dated Sept. 26, 2011, as amended and (ii)
the Amended and Restated Loan and Security Agreement, dated Sept.
27, 2013, as amended.

Pursuant to the LSAs, Naturescape and Mountain Thunder, and others,
executed in favor of Gemcap: (i) a Secured Term Loan Note in the
principal amount of $440,000, which was amended to $328,970, and
further amended to $244,578 ("Term Note I"), (ii) a Secured
Revolving Loan Note up to the amount of $1,550,000, which was
amended three times up to $4,550,000 ("Revolver"), and (iii) an
additional Term Loan Note in the principal amount of $1,250,000
("Term Note II").  The Notes were secured by mortgages including
(i) a Mortgage, dated Sept. 28, 2011, recorded in the Bureau of
Conveyances as Document No. 2011-190516, (ii) a Mortgage, dated
Oct. 22, 2013, recorded in the Bureau as Document No. A-50600132,
and (iii) a Mortgage, dated Aug. 7, 2015, recorded in the Bureau as
Document No. A-57500020.

Gemcap perfected its secured interests in certain assets of
Naturescape and Mountain Thunder by filing and recording a UCC
Financing Statement, dated Sept. 27, 2011, recorded in the Bureau
of Conveyances as Document No. 2011-157170.

On Sept. 16, 2016, an involuntary Chapter 11 bankruptcy petition
was filed against Mountain Thunder.  On Nov. 16, 2016, the Court
entered an order approving the appointment of the Trustee as the
bankruptcy trustee of the estate.

On Sept. 16, 2016, an involuntary Chapter 11 bankruptcy petition
was filed against Naturescape.  On Dec. 21, 2016, the Court entered
an order approving the appointment of the Trustee as the bankruptcy
trustee of the estate.

The Trustee and Gemcap have negotiated a sale of the Purchased
Assets.

The material terms of the APA are:

           a. Purchased Assets: Pursuant to the APA, the Trustee
will sell, assign, convey, and transfer to Gemcap all of the
estates' interests in the Purchased Assets, which will include (i)
all tangible and intangible assets described in the Loan Documents,
but not the assets encumbered by a first priority security interest
held by Direct Capital Corp., Leaf Commercial Capital, Inc. Deere &
Co. or Ford Motor Credit Co., LLC; (ii) the claims and causes of
action against Trent Bateman, Lisa Bateman, and certain family
members, including trusts in which they have an interest or are
beneficiaries, to acquire or improve certain real property; (iii)
the claims and causes of action arising from the pre-petition
assets of the Debtors to acquire or improve the property located at
72-3375 Hawaii Belt Road, Captain Cook, Hawaii ("Hualalai Ranch
Property"); (iv) claims and potential causes of action against
Receiver George Van Buren; (v) the estates' interest in the
Hualalai Ranch Property; (vi) the leasehold interests with respect
to (a) the real property located at 84-4995 Hawaii Belt Road,
Captain Cook, Hawaii, and (b) the real property located at 73-1942
Hao Street, Kailua-Kona, Hawaii, as set forth in rental agreements,
provided Gemcap will pay all amounts required to cure the
obligations under these rental agreements; and (vii) the interests
of the Trustee in certain of the Assumed Contracts, provided Gemcap
pays all amounts required to cure the obligations under the
respective assigned Assumed Contracts.  The sale of the Purchased
Assets will be free and clear of those Encumbrances, as defined in
the APA.

          b. Assumption and Assignment of Assumed Contracts: The
Trustee will provide notice of assumption and proposed cure amounts
to the counterparties under the Rental Agreement.  The Trustee will
assume and assign to Gemcap the Rental Agreements, effective upon
closing, provided that to the extent any Rental Agreement is
subject to cure pursuant to Bankruptcy Code section 365, Gemcap
will pay all such amounts owed before closing.

          c. Assumption of Assumed Liabilities: On the date of
closing, Gemcap will assume and agree to pay, perform, and
discharge when due all obligations of the Trustee under the
assigned Assumed Contracts and the obligations of the Trustee with
respect to the Purchased Assets (i.e, the Assumed Liabilities).

          d. Purchase Price: The purchase price for the Purchased
Assets will be: (i) $100,0000 in cash, together with a reduction in
the secured portion of Gemcap's claim against the estate in the
amount of $100,000, for payment of allowed unsecured claims, (ii)
payment of all allowed administrative expenses under Bankruptcy
Code section 503(b), and (iii) a credit bid in the amount of
$1,751,967, as the same may be increased by Gemcap, which will be
offset against the secured portion of Gemcap's claim.

          e. Gemcap's Claim: Pursuant to the APA, the parties will
stipulate to the amount of Gemcap's credit bid claim ($1,751,967),
and Gemcap's deficiency claim ($3,834,244).  Gemcap will retain the
deficiency claim as an unsecured claim in the Chapter 11 cases;
provided that Gemcap will subordinate its deficiency claim to the
first $150,000 of net recoveries from the Debtors' estates, after
payment of the administrative expenses and the unsecured creditors'
carve-out from the assets remaining in the estates.

          f. Mutual Release of Claims: Pursuant to the APA, the
Trustee and Gemcap will release their claims against each other,
except for certain limited excluded claims.

The Trustee asks approval of the assumption and assignment of the
Assumed Contracts, including the Rental Agreements, to Gemcap.  The
Trustee believes it is in the estates' best interest to assume the
Assumed Contracts and assign the Trustee's interest in the Assumed
Contracts to Gemcap, provided the Gemcap pays all amounts owed.

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

  http://bankrupt.com/misc/Naturescape_Holding_281_Sales.pdf

The Trustee further asks authority to allow other interested
parties to overbid for the Purchased Assets at the hearing, on the
same terms and conditions as the APA, provided however, that:

          a. Any Potential Bidder  must deliver a cashier's check
payable to the Trustee in the amount 10% of the Potential Bidder's
maximum bid, no later than 5 business days prior to the hearing;

          b. At the time of the hearing, the Potential Bidder must
deliver to the Trustee a cashier's check in the amount of 90% of
their intended maximum bid;

          c. Any overbid will be in increments of $100,000; and

          d. Anyone wishing to submit an overbid must notify the
Trustee's counsel in writing by the deadline for filing objections
to the Motion.

In the instant case, the Trustee believe that the APA is fair and
equitable and satisfies the factors set forth in Woodson and is
well within the lowest point of reasonableness.  Pursuant to the
APA, the parties will mutually release their claims against each
other, except for certain excluded claims.  In exchange, the estate
will receive the sum of $100,000 for unsecured creditors, and the
administrative expenses as set forth will be paid by Gemcap.  By
settling the claims pursuant to the APA, the Trustee avoids the
expense of further litigation with Gemcap.

Based upon the foregoing, the Trustee respectfully asks that the
Court grant the Motion, and enter the Approval Order and approve
such further relief.

The Purchaser is represented by:

          Morris Weiss, Esq.
          WALLER LANSDEN DORTCH & DAVIS, LLP
          100 Congress Avenue, Suite 1800
          Austin, TX 78701
          E-mail: Morris.Weiss@wallerlaw.com

                    - and -

          Louise Ing, Esq.
          Kristin Holland, Esq.
          ALSTON HUNT FLOYD & ING
          1001 Bishop Street, Suite 1800
          Honolulu, HI 96813
          E-mail: ling@ahfi.com
                  kholland@ahfi.com

                About Naturescape Holding

On Sept. 16, 2016, an involuntary Chapter 11 bankruptcy petition
was filed against Mountain Thunder Coffee Plantation Int'l Inc.
(Bankr. D. Hawaii Case No. 16-00984).  Hagadone Hawaii, Inc. and
three other alleged creditors signed the petition and were
represented by Case Lombardi & Pettit.

On Sept. 16, 2016, an involuntary Chapter 11 bankruptcy petition
was filed against Naturescape Holding Group International, Inc.
(Case No. 16-00982).  GemCap Lending I, LLC and two other alleged
creditors signed the petition and are represented by Alston Hunt
Floyd & Ing and Case Lombardi & Pettit.

On Nov. 16, 2016, the Court entered an order approving the
appointment of Elizabeth A. Kane as the bankruptcy trustee of the
estate of Mountain Thunder.

On Dec. 21, 2016, the Court entered an order approving the
appointment of Ms. Kane as the bankruptcy trustee of the estate of
Naturescape.

The Trustee's attorneys:

         SIMON KLEVANSKY
         ALIKA L. PIPER
         Klevansky Piper, LLP
         841 Bishop Street, Suite 1707
         Honolulu, Hawaii
         Tel: (808) 536-0200
         Fax: (808) 237-5757
         E-mail: sklevansky@kplawhawaii.com
                 apiper@kplawhawaii.com

Both cases are assigned to Judge Robert J. Faris.

Upon the appointment of the trustee, the Debtors' exclusive right
to file a bankruptcy plan was terminated.  On December 20, 2016,
GemCap Lending filed its joint Chapter 11 plan of reorganization
for the Debtors.

No official committee of unsecured creditors has been appointed in
the Debtors' cases.


NEVADA GAMING: Taps Maxim Hotel to Sell Slot Route Biz
------------------------------------------------------
Nevada Gaming Partners LLC seeks approval from the U.S. Bankruptcy
Court for the District of Nevada to hire a broker.

The Debtor proposes to hire Maxim Hotel Brokerage, Inc. in
connection with the sale of its slot route business.

The firm will receive a commission of 3% of the gross sales price.
In case a buyer is represented by a broker, the Debtor will not be
responsible to pay that broker a commission.

Maxim does not hold or represent any interest adverse to Debtor,
and is a "disinterested person" as defined in section 101(14) of
the Bankruptcy Code.

The firm maintains an office at:

     Maxim Hotel Brokerage, Inc.
     1704 Millstream Way
     Henderson, NV 89074

                  About Nevada Gaming Partners

Headquartered in Las Vegas, Nevada, Nevada Gaming Partners, LLC, is
a gaming company that focuses on slot route operations, casino
operations and refurbishment of slot machines.  The Debtor operated
429 slot machines throughout the State of Nevada via its Slot
Routes as of the bankruptcy filing date.  The Company does business
as Nevada Gaming Partners Management II, LLC, Nevada Gaming
Centers, Nevada Gaming Partners Management II, Sarah's Kitchen,
Nevada Gaming Partners, Evolve Gaming Management and Klondike
Sunset Casino.

Nevada Gaming filed a Chapter 11 bankruptcy petition (Bankr. D.
Nev. Case No. 16-15521) on Oct. 12, 2016.  The petition was signed
by Bruce Familian, manager.  The Debtor estimated $1 million to $10
million in both assets and liabilities.

Judge Laurel E. Davis presides over the case.  The Debtor is
represented by Brett A. Axelrod, Esq., and Micaela Rustia Moore,
Esq., at Fox Rothschild LLP.  Henry & Horne, LLP serves as the
Debtor's financial advisor.

On January 12, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  Brinkman Portillo Ronk,
APC serves as the committee's legal counsel.


OLIVER C&I: Needs Until May 15 to Submit Plan of Reorgnization
--------------------------------------------------------------
Oliver C&I Corp. requests the U.S. Bankruptcy Court for the
District of Puerto Rico to extend the exclusive period until May
15, 2017, to submit its Disclosure Statement and Plan of
Reorganization, as well as the deadline to procure the votes under
the plan for a period of 90 days after the order granting the
approval of the Disclosure Statement is entered.

The Debtor contends that it has moved forward in its reorganization
process and has been in compliance with all of its duties under the
Bankruptcy Code and the Guideline of the U.S. Trustee. Currently,
the Debtor is engaged in conversations with the Controlling
Managers of the entities where the Debtor has substantial interest.
The companies and percentage of ownership of these entities are as
follows:

           (a) Marina Developers Carolina GP, Inc., 50%

           (b) Mercantil Mayaguez GP, Inc., 50%

           (c) Mercantil San Patricio GP, Inc., 50%

           (d) Monacillos Center GP, Inv., 21%

           (e) Carolina Developers Assoc. S. en C. por A., S.E.,
49.5%

           (f) Mercantil Mayaguez Assoc. S. en C. por A., S.E.,
49.5%

           (g) Mercantil San Patricio Assoc. S. en C. por A., S.E.,
45%

           (d) Monacillos Center Assoc. S. en C. por A., S.E., 21%

The Debtor relates that the reason for its bankruptcy filing was
directly related to the actions or inaction of the Controlling
Managers of these related entities, which prompted an "embargo" of
the Debtor's bank account. The Debtor asserts as part of its Plan
of Reorganization, the Debtor needs to know what action to follow
with these entities.

The Debtor submits that even though its case may appear to be a
simple one, due to the nature of its main asset -- which is the
Debtor's participation in all these entities, and the fact that the
Debtor is not the controlling party of these entities -- an
extension of time is necessary in order for the Debtor to file an
adequate disclosure and a viable plan.

Moreover, the Debtor intends to submit a Disclosure Statement and
Plan of Reorganization that considers all financial information of
the Debtor and its subordinate entities. Just recently, the Debtor
has received certain information required for the preparation of
the reports of its related entities. Still, the Debtor needs
additional information which the Debtor believes will be produced
in the near future.

In addition, with the requested extension, the Debtor expects that
the negotiation with its related entities will settle all pending
matters between the parties and allow it to move forward with its
reorganization process.

                           About Oliver C & I Corp.

Oliver C & I Corp., based in Guaynabo, Puerto Rico, filed a Chapter
11 petition (Bankr. D.P.R. Case No. 16-08311) on October 17, 2016.
The petition was signed by Max Olivera, vice-president and
treasurer.  The case is assigned to Judge Mildred Caban Flores.  In
its petition, the Debtor indicated $29.94 million in total assets
and $1.06 million in total liabilities.

The Debtor is represented by Carmen D. Conde Torres, Esq. at C.
Conde & Assoc.  The Debtor employs Doris Barroso Vicens of RSM
Puerto Rico as its accountant; and Aurora Oti-Yvonnet of Villafane
& Oti, Certified Public Accountants, PSC, as its external auditor.


ONCOBIOLOGICS INC: Inks Registration Rights Pact with Investors
---------------------------------------------------------------
Oncobiologics, Inc., on Feb. 3, 2017, entered into a registration
rights agreement with certain investors, all of whom are the
purchasers of its Senior Secured Notes and Warrants issued pursuant
to that certain Note and Warrant Purchase Agreement, dated as of
Dec. 22, 2016.  Pursuant to the Agreement, the Company agreed,
subject to certain exceptions, to:

    (i) prepare and file with the Securities and Exchange
        Commission no later than Feb. 15, 2017, a registration
        statement on Form S-1 covering the offer and resale from
        time to time of all of the shares of the Company's common
        stock issuable or issued pursuant to the terms of the   
        warrants issued to the Investors pursuant to the NWPA; and

   (ii) promptly (but in no event more than 45 days) after the
        date on which the Company becomes S-3 eligible, to file
        with the SEC a registration statement on Form S-3 covering
        the offer and resale of all the Registrable Securities.

The Company has agreed to use commercially reasonable efforts to
cause such registration statements to be declared effective under
the Securities Act of 1933, as amended, as soon as practicable.
Additionally, the Agreement provides for certain monetary penalties
if such registration statements are not filed or declared effective
prior to certain dates as set forth in the Agreement.

                    About Oncobiologics

Oncobiologics, Inc., is a clinical-stage biopharmaceutical company
focused on identifying, developing, manufacturing and
commercializing complex biosimilar therapeutics.  The Cranbury, New
Jersey-based Company's current focus is on technically challenging
and commercially attractive monoclonal antibodies, or mAbs, in the
disease areas of immunology and oncology.

Oncobiologics reported a net loss of $53.32 million on $2.97
million of collaboration revenues for the year ended Sept. 30,
2016, compared to a net loss of $48.66 million on $5.21 million of
collaboration revenues for the year ended Sept. 30, 2015.

As of Sept. 30, 2016, Oncobiologics had $23.70 million in total
assets, $28.90 million in total liabilities and a total
stockholders' deficit of $5.20 million.

KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Sept. 30, 2016, citing that the Company has incurred
recurring losses and negative cash flows from operations since
inception and has an accumulated deficit at Sept. 30, 2016 of
$147.4 million and $4.6 million of indebtedness that is due
on demand, which raises substantial doubt about its ability to
continue as a going concern.


OPTIMA SPECIALTY: Committee Taps FTI as Financial Advisor
---------------------------------------------------------
The official committee of unsecured creditors of Optima Specialty
Steel, Inc. seeks approval from the U.S. Bankruptcy Court in
Delaware to hire a financial advisor.

The committee proposes to hire FTI Consulting, Inc. to provide
these services:

     (a) assist in the preparation of analyses required to assess
         any proposed debtor-in-possession financing or use of
         cash collateral;

     (b) assist in the assessment and monitoring of short term
         cash flow, liquidity, and operating results of Optima
         Specialty and its affiliates;

     (c) review financial-related disclosures required by the
         court;

     (d) review the Debtors' incentive plans, any proposed key
         employee retention and other employee benefit programs;

     (e) review the Debtors' analysis of core business assets and
         the potential disposition or liquidation of assets;

     (f) review the Debtors' cost/benefit analysis with respect to

         the affirmation or rejection of various executory
         contracts and leases;

     (g) review the Debtors' identification of potential cost
         savings;

     (h) review and monitor any asset sale process;

     (i) review any tax issues associated with, but not limited
         to, claims or stock trading, preservation of net
         operating losses, refunds due to the Debtors, plans of
         reorganization, and asset sales;

     (j) review claims reconciliation and estimation process;

     (k) review other financial information prepared by the
         Debtors;

     (l) attend meetings and assist in discussions;

     (m) review or prepare information and analysis necessary for
         the confirmation of a plan;

     (n) assist in the evaluation and analysis of avoidance
         actions;

     (o) assist in the prosecution of committee responses or
         objections to the Debtors' motions.

The hourly rates charged by the firm are:

     Senior Managing Directors            $840 - $1,050
     Directors                              $630 - $835
     Senior Directors                       $630 - $835
     Managing Directors                     $630 - $835
     Consultants                            $335 - $605
     Senior Consultants                     $335 - $605
     Admin/Paraprofessionals/Associates     $135 - $265

Samuel Star, senior managing director of FTI, disclosed in a court
filing that his firm does not hold or represent any interest
adverse to the Debtors' bankruptcy estate.

The firm can be reached through:

     Samuel Star
     FTI Consulting, Inc.
     Three Times Square, 9th Floor
     New York, NY 10036
     Tel: +1 212 247 1010
     Fax: +1 212 841 9350
     Email: samuel.star@fticonsulting.com

                   About Optima Specialty Steel

Optima Specialty Steel, Inc. and its affiliates filed separate
Chapter 11 bankruptcy petitions on Dec. 15, 2016: Optima Specialty
Steel, Inc. (Bankr. D. Del. 16-12789); Niagara LaSalle Corporation
(Bankr. D. Del. 16-12790); The Corey Steel Company (Bankr. D. Del.
16-12791); KES Acquisition Company (Bankr. D. Del. 16-12792); and
Michigan Seamless Tube LLC (Bankr. D. Del. 16-12793).  The
petitions were signed by Mordechai Korf, chief executive officer.
At the time of filing, the Debtor had assets and liabilities
estimated at $100 million to $500 million each.

Optima Specialty Steel and its affiliates are independent
manufacturers of specialty steel products.  Their manufacturing
facilities are located in the United States, and each of the
companies' operating units have operated in the steel industry for
more than 50 years.  At the time of the bankruptcy filing, the
Debtors collectively employ more than 900 people.

The Debtors engaged Greenberg Traurig, LLP, Wilmington, DE, as
counsel.  The Debtors tapped Ernst & Young LLP as their
accountant.

No request has been made for the appointment of a trustee or
examiner.

On January 4, 2017, the U.S. Trustee for Region 3 appointed an
official committee of unsecured creditors.  The committee hired
Squire Patton Boggs (US) LLP as its lead counsel and Whiteford,
Taylor & Preston LLC as its local Delaware counsel.


ORANGE PEEL: Intends to File Plan by April 7 Pending Auction
------------------------------------------------------------
Orange Peel Enterprises, Inc. requests the U.S. Bankruptcy Court
for the Southern District of Florida to extend the exclusive
periods within which the Debtor has the exclusive right to file a
plan and disclosure statement, and solicit acceptances to a plan,
through April 7, 2017 and June 5, 2017, respectively.

By prior Order, the Court extended the plan deadline to February 6,
2017, as well as the plan solicitation period to April 6, 2017.
Subsequently, on February 3, the Court has also entered an interim
order granting the Debtor's Sale Motion and scheduling an auction
of substantially all of the Debtor's assets for February 22.

Consequently, the Debtor avers that the February 22 auction is a
substantial unresolved contingency that will directly impact the
formulation of a plan, and therefore, a reasonable cause to grant
the requested extensions.

                 About Orange Peel Enterprises, Inc.

Orange Peel Enterprises, Inc. dba GREENS+, based in Vero Beach,
Fla., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case
No. 16-21023) on August 9, 2016.  The petition was signed by Jude
A. Deauville, CEO.  The Hon. Erik P. Kimball presides over the
case.  Bradley S. Shraiberg, Esq., at Shraiberg Ferrara Landau &
Page PA, as bankruptcy counsel.  In its petition, the Debtor
estimated $1 million to $10 million in assets and $100 million to
$500 million in liabilities.

The Office of the U.S. Trustee on Sept. 23, 2016, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case of Orange Peel Enterprises,
Inc.


OTEX RESOURCES: Seeks to Hire Larry Vick as Legal Counsel
---------------------------------------------------------
Otex Resources LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of Texas to hire legal counsel.

The Debtor proposes to hire Larry Vick, Esq., to give legal advice
regarding its duties under the Bankruptcy Code, and provide other
legal services related to its Chapter 11 case.  He will be paid an
hourly rate of $375 for his services.

Mr. Vick does not represent any interest adverse to the Debtor or
its bankruptcy estate, according to court filings.

Mr. Vick maintains an office at:

     Larry A. Vick, Esq.
     10497 Town & Country Way, Suite 700
     Houston, TX 77024
     Tel: 713-239-1062
     Fax: 832-202-2821
     Email: lv@larryvick.com

                      About Otex Resources

Otex Resources LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Texas Case No. 17-80033) on January
31, 2017.  The petition was signed by Thomas E. Fereday, managing
member.  The case is assigned to Judge Marvin Isgur.

At the time of the filing, the Debtor disclosed $560,172 in assets
and $1.71 million in liabilities.


PARAGON OFFSHORE: Creditors' Panel Opposes Plan Filing Extension
----------------------------------------------------------------
Alex Wolf, writing for Bankruptcy Law360, reports the official
committee of unsecured creditors of Paragon Offshore PLC, et al.,
asked the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware to not allow the Debtors to extend the
exclusivity period for the Debtor to file a Chapter 11 plan.
According to Law360, the creditors complained that the Debtors'
pending third attempt at reorganization unjustifiably leaves
unsecured creditors "largely out in the cold."

As reported by the Troubled Company Reporter on Jan. 30, 2017, the
Debtor and its affiliated debtors requested the Court to extend the
exclusive periods during which the Debtors may file their plan of
reorganization and obtain acceptances of their plan through and
including March 31, 2017 and May 30, 2017, respectively.

                     About Paragon Offshore

Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a    
global provider of offshore drilling rigs.  Paragon's operated
fleet includes 34 jackups, including two high specification heavy
duty/harsh environment jackups, and six floaters (four drillships
and two semi-submersibles).  Paragon's primary business is
contracting its rigs, related equipment and work crews to conduct
oil and gas drilling and workover operations for its exploration
and production customers on a dayrate basis around the world.
Paragon's principal executive offices are located in Houston,
Texas.  Paragon is a public limited company registered in England
and Wales and its ordinary shares have been trading on the
over-the-counter markets under the trading symbol "PGNPF" since
Dec. 18, 2015.

Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy
Petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb.
14, 2016, after reaching a deal with lenders on a reorganization
plan that would eliminate $1.1 billion in debt.

The petitions were signed by Randall D. Stilley as authorized
representative.  Judge Christopher S. Sontchi is assigned to the
cases.

The Debtors reported total assets of $2.47 billion and total debt
of $2.96 billion as of Sept. 30, 2015.

The Debtors engaged Weil, Gotshal & Manges LLP as general counsel,
Richards, Layton & Finger, P.A. as local counsel, Lazard Freres &
Co. LLC as financial advisor, Alixpartners, LLP as restructuring
advisor, and Kurtzman Carson Consultants as claims and noticing
agent.


PARSLEY ENERGY: Moody's Hikes CFR to B1 & Rates New Notes B2
------------------------------------------------------------
Moody's Investors Service upgraded Parsley Energy LLC's Corporate
Family Rating (CFR) to B1 from B2, Probability of Default Rating
(PDR) to B1-PD from B2-PD and senior unsecured notes to B2 from B3,
and affirmed its SGL-3 Speculative Grade Liquidity (SGL) rating. At
the same time, Moody's rated its proposed $350 million senior
unsecured notes B2. The notes are expected to be issued to
partially fund the purchase of over 70,000 net acres in the Midland
Basin (Double Eagle acquisition). This acquisition is predominantly
equity funded. The rating outlook remains stable.

"The upgrade reflects Moody's expectations that Parsley Energy will
continue to deliver significant production growth in 2017 while
keeping a healthy balance sheet," commented Arvinder Saluja,
Moody's Senior Analyst. "Management has exhibited good operating
and fiscal discipline since Parsley's IPO in mid-2014 by prudently
funding its drilling program and acquisitions and achieving
significant production and reserves growth in a tough industry
environment."

Issuer: Parsley Energy LLC

Upgrades:

-- Probability of Default Rating, Upgraded to B1-PD from B2-PD

-- Corporate Family Rating, Upgraded to B1 from B2

-- Senior Unsecured Regular Bond/Debentures, Upgraded to B2 (LGD
4) from B3 (LGD 4)

Affirmations:

-- Speculative Grade Liquidity Rating, Affirmed SGL-3

Assignments:

-- Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD 4)

Outlook Actions:

Issuer: Parsley Energy LLC

-- Outlook, Remains Stable

RATINGS RATIONALE

Parsley's B1 CFR reflects the company's strong execution on its
growth capital spending, material production growth despite weak
commodity prices, and improving credit metrics which have been
helped by equity issuances. The B1 rating also reflects its
relatively modest scale and concentrated geographic presence. The
rating incorporates expectation of good cash margins partly due to
Parsley's hedges for 2017-2019. The CFR is supported by good
acreage in the Permian Basin which will be further enhanced by the
Double Eagle acquisition, liquids-rich production that generates
healthy cash margins, multiple year drilling inventory, and a high
degree of operational control over its leasehold acreage, which
allows for flexible capital allocation and development of its
acreage in light of crude price volatility.

In accordance with Moody's Loss Given Default methodology, the
existing and new senior unsecured notes are rated B2, one notch
below Parsley's B1 CFR due to the subordination of the notes to the
$600 million senior secured revolving credit facility

Parsley's SGL-3 rating reflects adequate liquidity. In October
2016, the company entered into a new credit agreement that that
provided for an initial borrowing base of $900 million, with an
initial committed capacity of $600 million that matures in October
2021. As of September 30, 2016 the company had $0.3 million in
letters of credit and no outstanding borrowings under its revolving
credit facility, and $574.5 million in cash (includes $2.8 million
of restricted cash). Parsley is likely to have 2017 capex budget of
$1-1.15 billion, which includes the planned drilling related to the
Double Eagle acquisition. Under Moody's commodity price estimates,
the company's liquidity should be sufficient to cover the planned
capex. The revolving credit facility has two financial covenants --
a current ratio of at least 1.0x and a consolidated leverage ratio
of 4.0x. Moody's expects the company to be in compliance with these
covenants, although the leverage ratio headroom could become tight
depending on the pace of revolver borrowings to fund drilling and
related production volume response.

The stable outlook reflects Moody's expectations that Parsley will
continue to execute on its growth plans in 2017 while maintaining a
good cost structure and favorable credit metrics. If Parsley is
able to maintain production growth at competitive costs;
sustainably maintain RCF/debt ratio above 40% and debt to proved
developed reserves below $9; and take meaningful steps to minimize
ongoing cash flow outspend, an upgrade could be considered. Moody's
could consider a negative outlook or a downgrade if the RCF/debt
ratio falls below 15% or the debt to average daily production ratio
could not be sustained below $30,000 per boe.

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

Parsley Energy, LLC is an oil and gas exploration and production
(E&P) company with all of its properties located in the Midland and
Delaware Basins in west Texas.


PARSLEY ENERGY: S&P Assigns 'B+' Rating on Proposed $350MM Notes
----------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating (the same
as the corporate credit rating) and '3' recovery rating to
Texas–based Parsley Energy LLC's proposed $350 million senior
unsecured notes due 2025.  The notes are being co-issued by Parsley
Finance Corp.  The '3' recovery rating indicates S&P's expectation
of meaningful (50% to 70%; upper half of the range) recovery in the
event of default.  The company will use the note proceeds, along
with a concurrent common stock offering, to help finance its
recently announced $2.8 billion acquisition of assets in the
Midland Basin from Double Eagle Energy Permian LLC (not rated).

The ratings on Parsley Energy reflect S&P's assessment of the
company's weak business risk and aggressive financial risk
profiles.  These assessments incorporate the company's relatively
small but growing proved reserve base, geographic concentration in
a single basin, high capital spending needs, and sizeable portion
of undeveloped reserves.  These risks are somewhat offset by the
relatively low finding and development risk for reserves in the
Permian Basin, the company's significant exposure to crude oil and
resulting above-average profitability, expectation for good
production growth, and its properties' high operatorship.  The
ratings also include S&P's expectation that funds from operation to
debt will remain above 20% despite high capital spending and its
projected outspending of cash flows.

RATINGS LIST

Parsley Energy LLC
Corporate credit rating                         B+/Stable/--

New Rating
Parsley Energy LLC
Parsley Finance Corp.
$350 mil sr unsecd nts due 2025                B+
  Recovery rating                               3H


PFO GLOBAL: Intends to Obtain $420K Financing, Use Cash Collateral
------------------------------------------------------------------
PFO Global, Inc. and its affiliated Debtors seek authorization from
the U.S. Bankruptcy Court for the Northern District of Texas to
obtain post-petition financing and to use cash collateral.

The Debtors propose to obtain post-petition financing from Hillair
Capital Management LLC., as Administrative Agent, and the Lenders
party thereto, in an interim amount not to exceed $200,000, and up
to a total aggregate amount of $420,000.

The Debtors' proposed Budget provides for total operating cash
disbursements of approximately $572,500 and estimates total
reorganization costs of $431,500 for the period from February 2017
through April 2017.

The Debtors acknowledge that substantially all of their assets are
subject to the Pre-Petition Liens. The Debtors relate that prior to
the Petition Date, PFO Global entered into that certain Securities
Purchase Agreement with Hillair Capital Investments, L.P. through
which PFO Global entered into a series of debenture agreements.  As
of the Petition Date, Hillair Capital was owed the aggregate
principal amount of not less than $10,668,000, guaranteed by all of
the Debtors and secured by each of the respective Debtors' rights
and interests in personal property and any proceeds thereof.

The Debtors contend that they have an immediate need to obtain the
DIP Facility and use the Pre-Petition Collateral, including the
Cash Collateral, in order to permit, among other things:

      (a) the orderly continuation of the operation of its
business,

      (b) the management and preservation of the Debtors' assets
and property,

      (c) the sale of substantially all of the Debtors' assets,

      (d) to maintain business relationships with vendors,
suppliers and customers, particularly since suppliers will no
longer provide goods or services to the Debtors without
pre-payment;

      (e) to make payroll, specifically, the Debtors' payroll is
next due on February 7, 2017,

      (f) to satisfy other working capital and operational needs,
and

      (g) maintain the going concern value of the Debtors' estates.


The Debtors propose to grant security interests, liens and
superpriority claims and other protections in order to provide
adequate protection to the Hillair Capital and Pre-Petition
Lenders, and Hillair Management.

A full-text copy of the Debtor's Motion, dated January 31, 2017, is
available at https://is.gd/dXCZC7

PFO Global, Inc. and its affiliates are represented by:

          Rosa R. Orenstein, Esq.
          Nathan M. Nichols, Esq.
          ORENSTEIN LAW GROUP, P.C.
          1910 Pacific Ave., Suite 8040
          Dallas, Texas 75201
          Telephone: (214) 757-9101

                       About PFO Global

PFO Global, Inc. and each of its affiliates Pro Fit Optix Holding
Company, LLC, Pro Fit Optix, Inc., PFO Technologies, LLC, PFO
Optima, LLC and PFO MCO, LLC. filed their respective Chapter 11
petitions (Bankr. N.D. Tex. Case No. 17-30355, Bankr. N.D. Tex.
Case No. 17-30358, Bankr. N.D. Tex. Case No. 17-30361, Bankr. N.D.
Tex. Case No. 17-30362, Bankr. N.D. Tex. Case No. 17-30363 and
Bankr. N.D. Tex. Case No. 17-30365, respectively) on January 31,
2017.

The Debtors are represented by Rosa R. Orenstein, Esq. and Nathan
M. Nichols, Esq., at Orenstein Law Group, P.C.

The Debtors are a consolidated group of companies that operate in
the eyewear and lenses industry worldwide. Global owns 100% of the
equity interests in Holding. In turn, Holding owns 100% of the
equity interests in Optix, Technologies, Optima and MCO.

Global is headquartered in Farmers Branch, Texas where primarily
all corporate functions are performed as well as the support, sales
and warehousing for all MCO and Technologies' products and
services.

Global, a publicly traded company, manufactures and delivers
complete eyewear, prescription lenses and related services to the
managed care insurance industry, which services the Medicaid and
Medicare entitlement programs, independent eye care providers and
accountable care organizations. Optima distributes distortion free
polycarbonate lenses under the Resolution brand name.
Technologies’ focus is on the development of disruptive
technologies for the eyewear industry and supports the research and
development of the other business units of Global.

PFO Global reported a net loss of $15.66 million in 2015 following
a net loss of $8.45 million in 2014.

As of Sept. 30, 2016, PFO Global disclosed $1.75 million in total
assets, $30.96 million in total liabilities and a total
stockholders' deficit of $29.21 million.

"As of September 30, 2016, the Company had cash of $130,413.  As
reflected in the accompanying condensed consolidated financial
statements, the Company had a net loss of $4,735,782 and net cash
and cash equivalents used in operations of approximately $3.01
million for the nine month period ended September 30, 2016.  The
Company has a working capital deficit of approximately $23 million
and stockholders' deficit of approximately $29 million as of
September 30, 2016.  These factors raise substantial doubt about
the Company's ability to continue as a going concern," the Company
stated in its quarterly report for the period ended Sept. 30, 2016.


PICO HOLDINGS: Machado Replaced by Banera's Bylinsky as Director
----------------------------------------------------------------
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.

On January 30, 2016, PICO announced a Settlement Agreement with
4.2% shareholder Bandera Partners, whereby Bandera Managing
Director and Portfolio Manager Gregory Bylinsky will be nominated
as Director at the 2017 Annual Meeting. In the meantime, Mr.
Bylinsky will serve as an "Observer."  Mr. Bylinsky will replace
Michael Machado as Director, who will not stand for reelection at
the 2017 Annual Meeting.

The bloggers are only partially pleased.  "Like other
self-interested Directors Hapless Howie Brownstein and Raymond
"Delaymond" Marino, the ignoble Desperado Machado will take a full
year's pay for only 4 months work. If these men had a shred of
dignity, they would forfeit 2/3 of their 2017 compensation. If you
see these men at the Annual Meeting, there is only one appropriate
question: If you work for 4 months, shouldn't you be paid for 4
months?"

The bloggers welcome Mr. Bylinksky to the PICO Board. "We view the
nomination and almost-certain election of Mr. Bylinsky as positive
for shareowners. Mr. Bylinsky has an impeccable academic
background; he studied undergrad at Yale and earned a JD from
Harvard Law School in 1994. He worked as an Associate at Kaye
Scholer LLP until 1998, where he specialized in litigation. Bored
with law, Mr. Bylinsky entered finance with a position at Tower
Research Capital LLC from 1998 through 2006.

In 2006, Mr. Bylinsky and Jeff Gramm (the latter recently authored
the excellent book 'Dear Chairman: Boardroom Battles and the Rise
of Shareholder Activism'), started hedge fund Bandera Partners.

Bandera is a respected, value-oriented hedge fund with a diverse
portfolio from nanocap (TST: market cap $29 million) to megacap
(GOOGL: market cap $285 billion). Assets are about $150 million."

The bloggers want Mr. Bylinsky appointed to the PICO Compensation
Committee. "There are a number of unanswered questions that are
best resolved by those with an economic interest.

First and foremost, PICO has publicly stated, in cryptic fashion,
that it is considering Director/Executive compensation in the event
of a monetization of UCP. We call on the PICO Board to reveal its
conclusions before taking binding action. Neither we, nor any other
shareholder/observer of PICO perceives any justification for
compensation when the UCP stake is sold. One astute PICO observer
recently stated, 'The payment of any bonus to any executive or
director for the sale of PICO's stake in UCP is crazy.' We agree."


PIONEER ENERGY: BNY Mellon Reports 5.47% Stake as of Dec. 31
------------------------------------------------------------
The Bank of New York Mellon Corporation disclosed in a Schedule 13G
filed with the Securities and Exchange Commission that as of
Dec. 31, 2016, it beneficially owns 4,136,889 shares of common
stock of Pioneer Energy Services Corp. representing 5.47 percent of
the shares outstanding.  A full-text copy of the regulatory filing
is available for free at https://is.gd/VLcC0Y

                     About Pioneer Energy

Pioneer Energy Services Corp. provides land-based drilling services
and production services to a diverse group of independent and large
oil and gas exploration and production companies in the United
States and internationally in Colombia.  The Company also provides
two of its services (coiled tubing and wireline services) offshore
in the Gulf of Mexico.

Pioneer Energy reported a net loss of $155 million in 2015
following a net loss of $38 million in 2014.  As of Sept. 30, 2016,
Pioneer Energy had $723.0 million in total assets, $471.7 million
in total liabilities and $251.1 million in total shareholders'
equity.

                           *    *    *

As reported by the TCR on March 7, 2016, Moody's Investors Service,
on March 3, 2016, downgraded Pioneer Energy's Corporate Family
Rating (CFR) to 'Caa3' from 'B2', Probability of Default Rating
(PDR) to 'Caa3-PD' from 'B2-PD', and senior unsecured notes to 'Ca'
from 'B3'.

"The rating downgrades were driven by the material deterioration in
Pioneer Energy's credit metrics through 2015 and our expectation of
continued deterioration through 2016.  The demand outlook for
drilling and oilfield services is extremely weak, as witnessed by
the steep and continued drop in the US rig count" said Sreedhar
Kona, Moody's vice president.  "The negative outlook reflects the
deteriorating fundamentals of the services sector and the
likelihood of covenant breaches."

Pioneer Energy carries a "B+" corporate credit rating from Standard
& Poor's Ratings.


QUANTUM CORP: Private Capital Reports 4.9% Stake as of Nov. 21
--------------------------------------------------------------
Private Capital Management, LLC, disclosed in an amended Schedule
13D filed with the Securities and Exchange Commission on Feb. 6,
2017, that as of Nov. 21, 2016, it beneficially owns 13,495,902
shares of common stock of Quantum Corporation representing 4.98
percent of the shares outstanding.  Mr. Gregg J. Powers also
reported beneficial ownership of 14,347,794 common shares as of
that date.

PCM has acquired shares of Common Stock at an aggregate purchase
price of $30,105,797 on behalf of its investment advisory clients.
Funds for these purchases were derived from PCM clients.

Mr. Powers acquired 586,500 shares of Common Stock in open market
transactions and 265,392 shares (including unvested shares) as
grants in respect of his service as a board director of the Issuer.
The aggregate purchase price of his open market transactions was
$533,715, which were acquired with his personal funds.

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

                       https://is.gd/Epicwf

                       About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in    
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

For the year ended March 31, 2016, Quantum Corp reported a net loss
of $74.68 million following net income of $16.76 million for the
year ended March 31, 2015.

As of Dec. 31, 2016, Quantum had $230.7 million in total assets,
$346.2 million in total liabilities and a stockholders' deficit of
$116.6 million.


QUANTUM CORP: Shareholder Plans to Nominate Five Persons to Board
-----------------------------------------------------------------
VIEX Opportunities Fund, LP - Series One delivered a shareholder
nomination letter to Quantum Corporation on Feb. 2, 2017, notifying
the Company of its intent to nominate five persons, including
Messrs. Dale L. Fuller and Clifford Press, for election to the
Company's board of directors at the annual meeting of stockholders
scheduled for March 31, 2017.

In the Letter, Series One reserved the right, depending on certain
factors, including the total number of directors up for election at
the Annual Meeting, to withdraw certain or all of its Proposed
Nominees, to nominate additional nominees for election to the Board
at the Annual Meeting and/or to replace any of the Proposed
Nominees.

On or before Feb. 2, 2017, Series One entered into letter
agreements pursuant to which it and its affiliates (the Reporting
Persons) agreed to indemnify the Nominees against claims in
connection with the proxy solicitation being considered by the
Reporting Persons to nominate and elect directors at the Annual
Meeting.

The Reporting Persons entered into a Joint Filing Agreement in
which they agreed to the joint filing on behalf of each of them of
statements on Schedule 13D with respect to the securities of the
Company.

As of Feb. 6, 2017:

  -- Series One beneficially owned 7,407,865 Shares representing
     2.7% of the shares outstanding;

  -- VIEX Opportunities Fund, LP - Series Two beneficially owned
     1,413,191 Shares representing 1% of the shares outstanding;

  -- VIEX Special Opportunities Fund III, LP beneficially owned    

     20,710,666 Shares representing 7.6% of the shares
     outstanding;

  -- VIEX GP, LLC, as the general partner of Series One and Series
     Two, may be deemed the beneficial owner of the (i) 7,407,865
     shares owned by Series One and (ii) 1,413,191 shares owned by
     Series Two;

  -- VIEX Special Opportunities GP III, as the general partner of
     VSO III, may be deemed the beneficial owner of the 20,710,666
     shares owned by VSO III;

  -- VIEX Capital Advisors, LLC, as the investment manager of
     Series One and Series Two, may be deemed the beneficial owner
     of the (i) 7,407,865 Shares owned by Series One, (ii)
     1,413,191 Shares owned by Series Two and (iii) 20,710,666
     owned by VSO III;

  -- Eric Singer, as the managing member of VIEX GP and VIEX
     Capital, may be deemed the beneficial owner of the (i)
     7,407,865 Shares owned by Series One, (ii) 1,413,191 Shares
     owned by Series Two and (iii) 20,710,666 owned by VSO III;

  -- Dale L. Fuller beneficially owned 233,890 Shares, including
     36,348 shares underlying restricted stock units awarded to
     him in his capacity as a director of the Company.  Those
     units vest on the date of the Company's 2016 annual meeting;

   -- Clifford Press beneficially owned 62,500 Shares underlying
      50% of 125,000 restricted stock units awarded to Mr. Press
      in his capacity as a director of the Company.  Those units
      vest on April 1, 2017.  The remainder of such stock units
      will vest in equal installments on July 1, 2017, Oct.
      1, 2017, Jan. 1, 2018 and April 1, 2018.

The aggregate percentage of Shares reported owned by each Reporting
Person is based upon 271,184,262 Shares outstanding, which is the
total number of Shares outstanding as of Oct. 28, 2016, as reported
in the Issuer's Quarterly Report on Form 10-Q, filed with the
Securities and Exchange Commission on Nov. 4, 2016.

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

                     https://is.gd/L1RLMe

                      About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in    
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

For the year ended March 31, 2016, Quantum Corp reported a net loss
of $74.68 million following net income of $16.76 million for the
year ended March 31, 2015.

As of Dec. 31, 2016, Quantum had $230.7 million in total assets,
$346.2 million in total liabilities and a stockholders' deficit of
$116.6 million.


RADIOSHACK CORP: Peter Kravitz Opposes Claims Filing Extension
--------------------------------------------------------------
Steven Trader, writing for Bankruptcy Law360, reports that Peter
Kravitz, the liquidating trustee overseeing the bankruptcy estate
of RS Legacy Corp. fka RadioShack Corporation, filed with the U.S.
Bankruptcy Court for the District of Delaware an objection to the
California employees' motion for extension of claim deadline in
their lawsuit alleging that the Debtor's successor is withholding
payment for vested vacation time.

Law360 adds that Mr. Kravitz is also seeking to claw back $3
million a separate creditor already collected.  According to the
report, Mr. Kravitz filed a complaint against WSA Distributing
Inc., a California-based vendor that the Debtor had paid at least
$3 million when buying cellphones and consumer equipment.

                    About RadioShack Corporation

Headquartered in Fort Worth, Texas, RadioShack was a retailer of
mobile technology products and services, as well as products
related to personal and home technology and power supply needs.
RadioShack's retail network includes more than 4,300 company-
operated stores in the United States, 270 company-operated
stores in Mexico, and approximately 1,000 dealer and other outlets
worldwide.

RadioShack Corp. and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015,
disclosing total assets of $1.2 billion, versus total debt of $1.3
billion.

David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul
M. Green, Esq., at Jones Day served as the Debtors' bankruptcy
counsel.  David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and
John H. Schanne, II, Esq., at Pepper Hamilton LLP served as
co-counsel.

Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors'
restructuring advisor.  Maeva Group, LLC, is the Debtors'
turnaround advisor.  Lazard Freres & Co. LLC is the Debtors'
investment banker.  A&G Realty Partners is the Debtors' real
estate advisor.  Prime Clerk is the Debtors' claims and noticing
agent.

The Official Committee of Unsecured Creditors tapped Quinn Emanuel
Urquhart & Sullivan, LLP, and Cooley LLP as co-counsel, and
Houlihan Lokey Capital, Inc., as financial advisor and investment
banker.  

                           *     *     *

After an auction in March 2015, the Debtors sold most of the
assets to General Wireless, Inc., an entity formed by Standard
General, L.P., for $150 million.  The Debtors also sold Mexican
assets to Office Depot de Mexico, S.A. de C.V., for $31.8 million
plus the assumption of debt.  Regal Forest Holding Co. Ltd. bought
the Debtors' intellectual property assets in Latin America for a
purchase price of $5 million.

In June 2015, the Debtors changed their name to RS Legacy
Corporation, et al., following the sale of the Company's brand
name and customer data to General Wireless.

The bankruptcy judge on Oct. 2, 2015, issued an order confirming
the first amended joint plan of liquidation of the Debtors.  The
centerpiece of the Plan is the resolution of various disputes
among the Debtors, the Creditors' Committee and the SCP Secured
Parties.

The Plan was declared effective on Oct. 7, 2015.


RADIOSHACK CORP: To Audit Former Workers' Health Care Claim Info
----------------------------------------------------------------
Vince Sullivan, writing for Bankruptcy Law360, reports that
RadioShack Corporation's successor company RS Legacy Corp. will
audit the health insurance claims information of its former workers
to determine if there were potential overpayments made by the
insurer.  Law360 relates that RS Legacy's litigation trustee, Peter
Kravitz, had asked to inspect all claims records for RadioShack
employees and dependents who were covered under the health plans
provided through United HealthCare.

                    About RadioShack Corporation

Headquartered in Fort Worth, Texas, RadioShack was a retailer of
mobile technology products and services, as well as products
related to personal and home technology and power supply needs.
RadioShack's retail network includes more than 4,300 company-
operated stores in the United States, 270 company-operated
stores in Mexico, and approximately 1,000 dealer and other outlets
worldwide.

RadioShack Corp. and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015,
disclosing total assets of $1.2 billion, versus total debt of $1.3
billion.

David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul
M. Green, Esq., at Jones Day served as the Debtors' bankruptcy
counsel.  David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and
John H. Schanne, II, Esq., at Pepper Hamilton LLP served as
co-counsel.

Carlin Adrianopoli at FTI Consulting, Inc. is the Debtors'
restructuring advisor.  Maeva Group, LLC, is the Debtors'
turnaround advisor. Lazard Freres & Co. LLC is the Debtors'
investment banker.  A&G Realty Partners is the Debtors' real
estate advisor.  Prime Clerk is the Debtors' claims and noticing
agent.

The Official Committee of Unsecured Creditors tapped Quinn Emanuel
Urquhart & Sullivan, LLP and Cooley LLP as co-counsel, and
Houlihan Lokey Capital, Inc., as financial advisor and investment
banker.  

                           *     *     *

After an auction in March 2015, the Debtors sold most of the
assets to General Wireless, Inc., an entity formed by Standard
General, L.P., for $150 million.  The Debtors also sold Mexican
assets to Office Depot de Mexico, S.A. de C.V., for $31.8 million
plus the assumption of debt.  Regal Forest Holding Co. Ltd. bought
the Debtors' intellectual property assets in Latin America for a
purchase price of $5,000,000.

In June 2015, the Debtors changed their name to RS Legacy
Corporation, et al., following the sale of the Company's brand
name and customer data to General Wireless.

The bankruptcy judge on Oct. 2, 2015, issued an order confirming
the first amended joint plan of liquidation of the Debtors.  The
centerpiece of the Plan is the resolution of various disputes
among the Debtors, the Creditors' Committee and the SCP Secured
Parties.

The Plan was declared effective on Oct. 7, 2015.


RALSTON-LIPPINCOTT: Hires Hayward Parker as Attorneys
-----------------------------------------------------
Ralston-Lippincott-Hasbrouck-Ingrassia Funeral Home, Inc., and its
debtor-affiliates seek permission from the U.S. Bankruptcy Court
for the Southern District of New York to employ Hayward Parker
O'Leary & Pinsky as attorneys.

The Debtors require the Firm to:

     a. give legal advice to each Debtor regarding its powers and
duties in the continued operation of the Debtor's business and the
appropriate management of estate property;

     b. prepare all records and reports as required by the
Bankruptcy Rules and the Local Bankruptcy Rules of the Southern
District of New York, and the operating guidelines of the Office of
the United States Trustee;

     c. assist in the determination of the value of property of the
estate, the treatment of secured debt, the resolution of claims,
the defense of motions for modification of the automatic stay, the
provision of adequate protection; the disposition of property; and
the treatment of claims in connection with a joint Chapter 11 plan
of reorganization;

     d. negotiate and prepare all necessary and appropriate
applications and proposed orders to be submitted to the Court,
including without limitation applications for financing or the use
of cash collateral, the retention of professionals; payment of
critical vendors; maintenance of utility service, the sale of
estate property; post-petition financing; and other applications
pertinent to the successful resolution of this case;

     e. examine proofs of claim and prosecute objections to certain
of such claims;

     f. provide advice and prepare documents in connection with
reorganization, including the formulation and preparation of a
disclosure statement and plan of reorganization;

     g. represent each estate's interest in any adversary
proceeding; and

     h. other matters reasonably necessary to restructure the
Debtor's indebtedness and reorganize their financial affairs in
theses cases.

The Firm will be paid at these hourly rates:

      Attorney             $400
      Paralegal            $125

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

Mike Pinsky, Esq., partner in Hayward Parker O'Leary & Pinsky,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

The Firm may be reached at:

       Mike Pinsky, Esq.
       Hayward Parker O'Leary & Pinsky
       225 Dolson Avenue, Suite 303
       Post Office Box 929
       Middletown, NY 10940
       Tel: (845)343-6227
       Fax: (845)343-1927
       E-mail: mike.pinsky@hpoplaw.com

    About Ralston-Lippincott-Hasbrouck-Ingrassia Funeral Home

Ralston-Lippincott-Hasbrouck-Ingrassia, Lippincott-Ingrassia
Funeral Home, Inc., Lippincott Funeral Chapel, Inc. and          
CKI, LLC  filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y..
Case Nos. 17-35114,  17-35115, 17-35116, 17-35117) on January 26,
2017. Hon. Cecelia G. Morris presides over the case. Hayward,
Parker, O'Leary & Pinsky represents the Debtor as counsel.

Ralston-Lippincott-Hasbrouck-Ingrassia disclosed total assets of
$1.280 million and total liabilities of $1.11 million and
Lippincot-Ingrassia funeral disclosed total assets of $557,600 and
total liabilities of $422,138. The petition was signed by Anthony
Ingrassia, president.


REALTY & SERVICES: Hires Vogel Bach & Horn as Counsel
-----------------------------------------------------
Realty & Services Group Inc., seeks authorization from the U.S.
Bankruptcy Court for the Eastern District of New York to employ
Vogel Bach & Horn, LLP as counsel to the Debtor and
Debtor-in-Possession.

The Debtor requires the Firm to:

     a. provide the Debtor with advice and preparing all necessary
documents regarding debt restructuring, bankruptcy and asset
dispositions;

     b. take all necessary actions to protect and preserve the
Debtor's estate during the pendency of this Chapter 11 Case;

     c. prepare on behalf of the Debtor, as debtor-in-possession,
all necessary motions, applications, answers, orders, reports and
papers in connection with the administration of this Chapter 11
Case;

     d. counsel the Debtor with regard to its rights and
obligations as debtor- in-possession;

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

     f. perform all other legal services for the Debtor which may
be necessary and proper in these proceedings and in furtherance of
the Debtor's operations.

The Firm will be compensated for the services described herein at a
rate of $225 per hour.

Prior to the filing of this case, the Firm received a retainer of
$2,500.

Eric H. Horn, Esq., partner of Vogel Bach & Horn, LLP, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

The Firm may be reached at:

      Eric H. Horn, Esq.
      Shirin Movahed, Esq.
      Vogel Bach & Horn, LLP
      1441 Broadway, 5th Floor
      New York, NY 10018
      Tel: (212) 242-8350
      Fax: (646) 607-2075

              About Realty & Services Group Inc..

Realty & Services Group Inc.filed a Chapter 11 bankruptcy petition
(Bankr. E.D.N.Y.. Case No. 16-45643) on December 15, 2016. Hon.
Sean H. Lane presides over the case. Vogel Bach & Horn, LLP
represents the Debtor as counsel.

The Debtor disclosed total assets of $1.50 million and total
liabilities of $1.22 million. The petition was signed by Sanford
Solny, officer.


RITA RESTAURANT: Discloses New Provisions on Plan Funding
---------------------------------------------------------
Rita Restaurant Corp. on Feb. 2 filed with the U.S. Bankruptcy
Court for the Western District of Texas the company's latest
disclosure statement, which explains its Chapter 11 plan of
reorganization.

The document discloses new provisions governing the funding for the
restructuring plan.  According to the disclosure statement, if Rita
Restaurant does not have sufficient cash on hand to make the
payments as of the effective date of the plan, All Jones LLC, FMP
SA Management Group LLC, Alamorita Restaurant Company, LLC and
Alamo HDP will either provide or make arrangements for providing
the necessary funding to satisfy any shortfall.

On the effective date of the plan, Rita Restaurant will transfer to
an escrow account the amount that general unsecured creditors will
receive as payment for their claims, and the amount agreed to by
the company, All Jones, FMP, Alamorita and Alamo HDP to satisfy
allowed claims.  

The reserve will be held by an escrow agent and the funds will be
held in trust for the benefit of the claims required to be paid
under the plan, will not constitute property of the reorganized
company, and will not serve as collateral for any claim against the
reorganized company, including the claims of secured creditor Lone
Star, according to the latest disclosure statement.

A copy of the first amended disclosure statement is available for
free at:

             https://is.gd/A2JpUX

                   About Rita Restaurant Corp.

Rita Restaurant Corp. and its affiliates operate full service,
casual dining restaurants, consisting of 16 Don Pablo's Mexican
Kitchen restaurants ("Don Pablo's") and 1 Hops Grill and Brewery
restaurant, located in 10 states in the United States.

Don Pablo's is a chain of Tex-Mex restaurants founded in Lubbock,
Texas in 1985.  The menu features Tex-Mex items, salsa, tortillas
and sauces and a range of other Mexican specialties.  At one time,
the chain had as many as 120 location throughout the United States
making it the second largest full service Mexican restaurant chain
in the United States during the late 1990s.

Hops is a casual dining restaurant that offers fresh, made from
scratch menu items in a relaxed atmosphere featuring signature
dishes that are created from high-quality, fresh ingredients,
prepared in a display style kitchen that allows the customer to
view the cooking process.

Rita Restaurant Corp., Don Pablo's Operating, LLC, and Hops
Operating, LLC sought Chapter 11 protection (Bankr. W.D. Tex. Case
Nos. 16-52272, 16-52274, and 16-52275, respectively) on Oct. 4,
2016.  The petitions were signed by Peter Donbavand,
vice-president.  The cases are assigned to Judge Ronald B. King.

The Debtors are represented by John E. Mitchell, Esq. and David W.
Parham, Esq.

At the time of the filing, Rita Restaurant and Don Pablo's
estimated assets and liabilities at $1 million to $10 million,
while Hops Operating estimated assets at $500,000 to $1 million and
liabilities at $1 million to $10 million.


ROCKY MOUNTAIN: Crackerjack Exercises Warrants to Buy Common Stock
------------------------------------------------------------------
Crackerjack Classic LLC exercised warrants to purchase 1,500,000
shares of Rocky Mountain High Brands, Inc.'s common stock on Jan.
20, 2017.  The warrants featured a cashless exercise price of
$0.001 per share.  These warrants were issued to Crackerjack during
the quarter ended Dec. 31, 2016, in exchange for services rendered.


During the quarter ended Dec. 31, 2016, warrants to purchase a
total of 1,687,500 additional shares of common stock were issued to
various other parties as payment for services rendered and/or to
fulfill certain contractual obligations.  These warrants are
immediately exercisable, have exercise prices of $0.02 to $0.03 per
share, and expire in three years, as disclosed in a Form 8-K report
filed with the Securities and Exchange Commission on
Feb. 3, 2017.

                    About Rocky Mountain

Rocky Mountain High Brands, Inc., (RMHB) is a consumer goods brand
development company specializing in developing, manufacturing,
marketing, and distributing high quality, health conscious,
hemp-infused food and beverage products and spring water.  The
Company currently markets a lineup of five hemp-infused beverages.
RMHB is also researching the development of a lineup of products
containing Cannabidiol (CBD).  The Company's intention is to be on
the cutting edge of the use of CBD in consumer products while
complying with all state and federal laws and regulations.

Rocky Mountain reported net income of $2.32 million on $1.07
million of sales for the fiscal year ended June 30, 2016, compared
with a net loss of $16.62 million on $489,849 of sales for the
fiscal year ended June 30, 2015.

As of Sept. 30, 2016, Rocky Mountain had $2.33 million in total
assets, $4.07 million in total liabilities, all current, and a
total shareholders' deficit of $1.73 million.

Paritz & Company, P.A., in Hackensack, New Jersey, issued a "going
concern" qualification on the consolidated financial statements for
the year ended June 30, 2016, citing that the Company has a
shareholders' deficit of $1,477,250, an accumulated deficit of
$16,878,382 at June 30, 2016, and has generated operating losses
since inception.  These factors, among others, raise substantial
doubt about the ability of the Company to continue as a going
concern.


ROMAGNA CORP: Hires DelBello Donnellan Weingarten as Attorneys
--------------------------------------------------------------
Romagna Corp., seeks authorization from the U.S. Bankruptcy Court
for the Southern District of New York to employ DelBello Donnellan
Weingarten Wise & Wiederkehr LLP as attorneys for the Debtor, nunc
pro tunc to January 27, 2017.

The Debtor requires DelBello Donnellan to:

      a. give advice to the Debtor with respect to its powers and
duties as Debtor-in-Possession and the continued management of its
property and affairs.

      b. negotiate with creditors of the Debtor and work out a plan
of reorganization and take the necessary legal steps in order to
effectuate such a plan including, if need be, negotiations with the
creditors and other parties in interest.

      c. prepare the necessary answers, orders, reports and other
legal papers required for the Debtor's protection from its
creditors under Chapter 11 of the Bankruptcy Code.

      d. appear before the Bankruptcy Court to protect the interest
of the Debtor and to represent the Debtor in all matters pending
before the Court.

      e. attend meetings and negotiate with representatives of
creditors and other parties in interest.

      f. advise the Debtor in connection with any potential sale of
the business.

      g. represent the Debtor in connection with obtaining
post-petition financing, if necessary.

      h. take any necessary action to obtain approval of a
disclosure statement and confirmation of a plan of reorganization.

      i. perform all other legal services for the Debtor which may
be necessary for the preservation of the Debtor's estates and to
promote the best interests of the Debtor, its creditors and its
estates.

DelBello Donnellan will be paid at these hourly rates:

       Attorneys              $375-$620
       Law Clerks             $200
       Paraprofessionals     $150

DelBello Donnellan received a pre-petition retainer in conjunction
with the filing of this Chapter 11 case from Lorenzo Lorenzi,
President and sole shareholder of the Debtor, in the amount of
$10,000.

Jonathan S. Pasternak, Esq., partner of the law firmDelBello
Donnellan Weingarten Wise & Wiederkehr, LLP, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.

DelBello Donnellan may be reached at:

       Jonathan S. Pasternak, Esq.
       Dawn Kirby, Esq.
       DelBello Donnellan Weingarten Wise & Wiederkehr, LLP
       One North Lexington Avenue
       White Plains, NY 10601
       Phone: (914) 681-0200

                   About Romagna Corp.

Romagna Corp. filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 17-10178) on January 27, 2017. Jonathan S.
Pasternak, Esq., at DelBello Donnellan Weingarten Wise &
Wiederkehr, LLP serves as bankruptcy counsel.

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


RXI PHARMACEUTICALS: Fails to Comply with Nasdaq Bid Price Rule
---------------------------------------------------------------
RXi Pharmaceuticals Corporation received written notice from the
Nasdaq Stock Market on Feb. 2, 2017, notifying the Company that it
is not in compliance with the minimum bid price requirements set
forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on
The Nasdaq Capital Market.  Nasdaq Listing Rule 5550(a)(2) requires
listed securities to maintain a minimum bid price of $1.00 per
share, and Listing Rule 5810(c)(3)(A) provides that a failure to
meet the minimum bid price requirement exists if the deficiency
continues for a period of 30 consecutive business days. Based on
the closing bid price of the Company's common stock for the 30
consecutive business days prior to the date of the Notification
Letter, the Company does not currently meet the minimum bid price
requirement.

The Notification Letter does not impact the Company's listing on
The Nasdaq Capital Market at this time.  The Notification Letter
states that the Company has 180 calendar days, or until Aug. 1,
2017, to regain compliance with Nasdaq Listing Rule 5550(a)(2).  To
regain compliance, the bid price of the Company's common stock must
have a closing bid price of at least $1.00 per share for a minimum
of 10 consecutive business days at any time prior to
Aug. 1, 2017.  In the event that the Company does not regain
compliance by Aug. 1, 2017, the Company may be eligible for
additional time to reach compliance with the minimum bid price
requirement.

                            About RXi

RXi Pharmaceuticals Corporation, a biotechnology company, focuses
on discovering and developing therapies primarily in the areas of
dermatology and ophthalmology.  The company develops therapies
based on siRNA technology and immunotherapy agents.  Its clinical
development programs include RXI-109, a self-delivering RNAi
compound, which is in Phase IIa clinical trial that is used to
prevent or reduce dermal scarring following surgery or trauma, as
well as for the management of hypertrophic scars and keloids; and
Samcyprone, an immunomodulation agent, which is in Phase IIa
clinical trial for the treatment of various disorders, such as
alopecia areata, warts, and cutaneous metastases of melanoma.  The
company's preclinical program includes the development of products
for ocular indications with RXI-109, including retinal and corneal
scarring.  Its discovery stage development programs include a
dermatology franchise for the discovery of collagenase and
tyrosinase targets for its RNAi platform; and ophthalmology
franchise, a program for the discovery of sd-rxRNA compounds for
oncology indications, including retinoblastoma.  The company was
incorporated in 2011 and is headquartered in Marlborough, Mass.

RXi reported a net loss of $10.22 million in 2015 following a net
loss of $8.80 million in 2014.  As of Sept. 30, 2016, RXi
Pharmaceuticals had $4.90 million in total assets, $1.86 million in
total liabilities and $3.03 million in total stockholders' equity.

"The Company has limited cash resources, has reported recurring
losses from operations since inception and has not yet received
revenues from sales of products.  These factors raise substantial
doubt regarding the Company's ability to continue as a going
concern, and the Company's current cash resources may not provide
sufficient capital to fund operations for at least the next twelve
months.  Historically, the Company's primary source of financing
has been through the sale of its securities.  The continuation of
the Company as a going concern depends upon the Company's ability
to raise additional capital through an equity offering, debt
offering or strategic opportunity to fund its operations.  There
can be no assurance that the Company will be successful in
accomplishing these plans in order to continue as a going concern,"
the Company stated in its quarterly report for the period ended
Sept. 30, 2016.


SAM BASS: Hires Iron Horse Auction as Auctioneer
------------------------------------------------
Sam Bass Illustration & Design, Inc., seeks permission from the
U.S. Bankruptcy Court for the Middle District of North Carolina to
employ Iron Horse Auction Co., Inc., as auctioneer

The Debtor requires Iron Horse Auction to hold an auction to sell
50 plus pieces of original Sam Bass art, 70 plus collector guitars,
20 plus guitar amplifiers and any other personal property assets in
order to liquidate some of its assets and turn the same into cash.

The Debtors have agreed to pay Iron Horse Auction the proposed fees
and cost as provided in the Auction Marketing Proposal:

     a. Commission on all items: 15%
  
     b. Buyer's Premium on all items: 15%

Thomas M. McInnis, member of Iron Horse Auction Co., 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.

Iron Horse Auction may be reached at:

     Thomas M. McInnis
     Iron Horse Auction Co., Inc.
     174 Airport Road
     Rockingham, NC 28379
     Tel: (910)997-2248
     Fax: (910)895-1530

               About Sam Bass Illustration & Design

Sam Bass Illustration & Design, Inc., filed a chapter 11 petition
(Bankr. M.D.N.C. Case No. 16-51021) on Oct. 3, 2016.  The petition
was signed by Denise W. Bass, co-owner and secretary/treasurer. The
Debtor estimated assets at $0 to $50,000 and liabilities at
$100,001 to $500,000 at the time of the filing.  

The Debtor is represented by attorney Kristen Scott Nardone, Esq.,
at Davis Nardone, PC.  The Debtor engaged Gordon, Keeter & Co. as
accountant.

No Official Committee of Unsecured Creditors has been appointed in
the Chapter 11 case.


SCOTT A. BERGER: Allowed to File Plan of Reorganization by April 3
------------------------------------------------------------------
Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern
District of Florida to extended the exclusive period during which
only Scott A. Berger, M.D., P.A. may file a Plan and Disclosure
Statement through and including April 3, 2017, and its exclusive
solicitation deadline to June 2, 2017.

The Troubled Company Reporter had earlier reported that the Debtor
requests the Court to extend its exclusive plan filing period
telling the Court that it had been aggressively pursuing every
issue of its case in an effort to bring about resolution of the
problems faced which brought about its bankruptcy filing.  The
Debtor also told the Court that it had been working with creditors
to resolve host of issues so that it may generate and sustain a
profitable position to propose a confirmable plan of
reorganization.

The Debtor added that Comerica had agreed to the requested
extension of the deadlines.

             About Scott A. Berger, M.D., P.A.

Scott A. Berger, M.D., PA, a/k/a Pain Management Consultants of
South Florida, a/k/a Pain Management Consultants of West Boca,
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case
No. 16-19155) on June 29, 2016.  The petition was signed by Scott
A. Berger, MD, director.  The Debtor is represented by Tarek K.
Kiem, Esq., at Rappaport Osborne Rappaport & Kiem, PL.  The case is
assigned to Judge Erik P. Kimball.  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 based at 9970 Central Park Blvd #401, Boca Raton,
Florida.


SCOUT MEDIA: Sale of All Assets to CBS for $9.5 Million Approved
----------------------------------------------------------------
Judge Michael E. Wiles of the U.S. Bankruptcy Court for the
Southern District of New York authorized Scout Media, Inc.'s sale
of substantially all assets to CBS 247, Inc., for $9,500,000.

The sale and bidding procedures hearing was held on Feb. 1, 2017.

The sale is free and clear of all Encumbrances.

The Network Affiliate and License Agreement by and between the
Debtor and Full Time Fantasy Sports, LLC, dated Sept. 1, 2016, is
not assumed and assigned to the Purchaser.

The Marketing and Promotion Agreement by and between MLB Advanced
Media, L.P. and North American Membership Group, dated April 28,
2010 (as amended), and the License Agreement by and between Major
League Baseball Properties, Inc., are not assumed and assigned to
the Purchaser.

These MLB Domain Names will be transferred to Purchaser on an "as
is, where is" basis pursuant to the terms of the Order and the APA:
(i) MLBINSIDERS.COM, (ii) MLBINSIDERSCLUB.COM, (iii)
MLBNETWORKINSIDERSCLUB.COM, (iv) SCOUTMLB.COM, (v)
SCOUTMLBNETWORK.COM, (vi) MYMLBINSIDERSCLUBRENEWAL.COM, (vii)
RENEWMYMLBICACCOUNT.COM, and (viii) RENEWMYMLBINSIDERSCLUB.COM.

The Purchaser will have no obligations to MLB or any other person
with respect to claims or encumbrances relating to the MLB Domain
Names to the extent such claims or Encumbrances arose prior to the
closing of the transactions contemplated by the APA and relate to
any period prior to the closing of the transactions contemplated by
the APA; provided, however, that as is more particularly described
on the record at the Feb. 1, 2017 hearing on the Motion, such
transfer of the MLB Domain Names or any other assets to the
Purchaser will be without prejudice to all of MLB's rights,
remedies, and claims against the Debtors with respect to the MLB
Intellectual Property rights.

The Debtor is authorized and directed to instruct Sherwood
Partners, Inc. to (i) hold the Deposit Amount in accordance with
the APA and (ii) release and deliver the Deposit Amount pursuant to
the terms of the APA.

Except as expressly provided in the APA with respect to Assumed
Liabilities, the Purchaser has not assumed any liability whatsoever
with respect to the Debtors' (or their predecessors or affiliates)
businesses or operations or any of the Debtors' (or their
predecessors or affiliates) obligations.

The Debtor is authorized and directed to assume and assign to the
Purchaser each of the Transferred Agreements pursuant to the terms
of the APA, free and clear of all Encumbrances.  The payment of the
Cure Costs by the Purchaser under the APA and the Sale Order (or
such other amount agreed to by any party to an Assumed Contract and
the Debtors with the prior written consent of the Purchaser) (a)
cures all monetary defaults existing thereunder as of the
assignment of the Transferred Agreements to the Purchaser in
accordance with the terms of the APA; (b) compensates the
applicable counterparties for any actual pecuniary loss resulting
from such default; and (c) together with the assumption of the
Transferred Agreements by the Debtor and the assignment of the
Transferred Agreements to the Purchaser constitutes adequate
assurance of future performance thereof.

The Purchaser is not obligated to make any payment of any kind to
any broker, finder, or financial advisor of the Debtors as a result
of the consummation of the Sale Transaction.

Upon closing of the Sale Transaction, the proceeds will be
disbursed as follows:

    a. Sherwood Partners, Inc. will receive its Transaction Fee in
the amount of $95,000;

    b. Multiplier Capital, LP will be repaid the outstanding
amount, as of the closing date of the Sale Transactions, of the
"Final DIP Obligations," as such term is defined in the Final DIP
Order;

    c. Kelley Drye & Warren LLP will receive 50% of the remaining
proceeds ("Escrowed Funds") to be held in escrow in an IOLTA
account, which Escrowed Funds will be subject to any order of this
Court; and

    d. Multiplier Capital, LP will receive the remaining 50% of the
proceeds as repayment on account of the Pre-Petition Obligations.
Any disbursements to Multiplier Capital will be subject to
disgorgement in the event of a successful Challenge.

Multiplier Capital will continue to fund these estates, through the
procedure stated, in accordance with the Supplemental Budget until
such time as (i) Multiplier Capital, the Committee, and the Debtors
agree to the ultimate distribution of the Escrowed Funds which
distribution must be approved by the Court; or (ii) upon further
order of the Court.  Until such time, Kelley Drye & Warren will
distribute Escrowed Funds to the Debtors' operating accounts for
costs of administering these estates in accordance with the
Supplemental Budget upon written direction from the Debtors and
Multiplier Capital; provided, however, that to the extent the
Debtors, Multiplier Capital, or the Committee disagree on any
proposed disbursement, such disagreement will be resolved by the
Court and Kelley Drye & Warren will be under no obligation to make
such disbursement until resolution of such disagreement by the
Court or agreement of the parties.

Notwithstanding Bankruptcy Rules 6004(h), 6006(d), and 7062, the
Sale Order will be effective and enforceable immediately upon
entry.

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

    http://bankrupt.com/misc/Scout_Media_238_Order.pdf

                    About Scout Media, Inc.

Scout Media, Inc., is a privately held digital sports media
Company that publishes and distributes content related to the
National
Football League, fantasy sports, college football and basketball,
high school recruiting, hunting, fishing, outdoors, military, and
history.  Scout Media owns and operates a digital network of 150
team-specific, credentialed publishers, and their respective
social communities.  Scout Media is the only sports network with a
full-time video channel for every NFL and major college team.

North American Membership Group Holdings, Inc., bought Scout Media
from Scout Media in 2013.

An involuntary Chapter 11 petition was filed against Scout Media,
Inc. (Bankr. S.D.N.Y. Case No. 16-13369) on Dec. 1, 2016, by LSC
Communications, Inc. f/d/b/a R.R. Donnelley & Sons Co., On Safari
Foods, and Imatch.  The petitioners are represented by Joy R.
Grafton, Esq., at Popper & Grafton.

The Debtors hired Womble Carlyle Sandridge & Rice, LLP as counsel,
Sherwood Partners, Inc. as financial advisor, and Epiq Bankruptcy
Solutions, LLC as administrative advisor and claims and noticing
agent.

On Dec. 8, 2016, affiliates of Scout Media filed a voluntary
Chapter 11 bankruptcy petition.  Scout Media Holdings listed under
$50 million in both assets and liabilities; Scout.com, LLC listed
under $50,000 in assets, and under $10 million in liabilities; and
FTFS Acquisition listed under $10 million in both assets and
liabilities.

William K. Harrington, U.S. Trustee for Region 2, on Dec. 15,
2016,
appointed three creditors of Scout Media, Inc., et al., to serve
on
the official committee of unsecured creditors.  The Committee
retained Kelley Drye & Warren LLP as counsel and BDO Consulting
LLC
as financial advisor for the Committee.


SCPD GRAMERCY: Settles ACM's $14.9-Mil. Secured Claims
------------------------------------------------------
SCPD Gramercy 1 Holding LLC, et al., filed with the U.S. Bankruptcy
Court for the Southern District of New York their first amended
disclosure statement in connection with its first amended plan
chapter 11 plan of reorganization, which would give general
unsecured creditors 5% of their allowed claims.

The Plan will be implemented by way of a settlement with the
Debtor's secured lender, ACM Shelf A LLC.  ACM filed a proof of
claim asserting amounts totaling $14,950,767 in connection with the
loans of the Petition Date, all of which were secured by liens
against the Debtors' assets.  The Debtors and ACM came to a
mutually agreeable settlement concerning the amounts owed to ACM.
The material terms of the settlement include the following:

   (a) ACM will accept the sum of $12,600,000 under a confirmed
Chapter 11 plan in settlement of its secured claim, provided that
the amount is paid within 60 days;

   (b) the sum of $400,00 will be deposited into escrow with the
Debtor's counsel within five days to be held pending confirmation
of a Chapter 11 plan;

   (c) Gramercy I Holding will sign a deed in lieu of foreclosure
in favor of ACM, which will be held in escrow by ACM's counsel;
and

   (d) in the event the Debtors fail to confirm a Chapter 11 plan,
fail to fully pay $12,600,000 to ACM, and/or fail to make the
$400,000 good faith deposit as agreed, then the deed in lieu of
foreclosure will be released from escrow and ACM may record the
same.

Class 3 under the plan consists of Allowed General Unsecured Claims
against the Debtors.  The Allowed General Unsecured Claims are
estimated not to exceed approximately $2,250,000.  The amount
includes the $1,448,000 General Unsecured Claim in favor of ACM
Shelf A LLC, which was agreed upon as part of the settlement and on
account of which  ACM has waived any Distribution.  Under the Plan,
the Debtors will make a first and final Pro Rata Distribution of
Cash to each holder of an Allowed Class 3 General Unsecured Claim
in an amount equal to 5% of its Allowed Claim on the Effective Date
in full satisfaction of said Claims.

The original plan stated that Class 2 NYCTL Secured Claim will not
exceed approximately $750,000.

The primary vehicles for the implementation of the Plan are the
equity financing and the construction financing.

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

        http://bankrupt.com/misc/nysb16-11885-50.pdf

                      About SCPD Gramercy

SCPD Gramercy 1 LLC and SCPD Gramercy 1 Holding LLC are New York
limited liability companies formed in 2013 for the purpose of
acquiring, owning, and developing certain real property located at
327 East 22nd Street, New York, New York, Block 928, Lot 5, in the
Gramercy neighborhood of Manhattan.  SCPD Gramercy holds title
to
the Property and is the operating entity.  SCPD Holding's sole
purpose is to hold all of the membership interests in SCPD
Gramercy. 

The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S. D. N.Y. Case Nos. 16-11886 and 16-11885) on June
30, 2016.  The petitions were signed by Arnold Cariaso,
authorized
sign or on behalf of the manager SC Property Development, LLC.  

The cases are assigned to Judge Sean H. Lane.

At the time of the filing, the Debtors estimated their assets and
debts at $0 to $50,000.

The Debtors are represented by Douglas J. Pick, Esq., at Pick &
Zabicki LLP.


SEANERGY MARITIME: Signs $20M Equity Distribution Pact With Maxim
-----------------------------------------------------------------
Seanergy Maritime Holdings Corp., on Feb. 3, 2017, entered into an
equity distribution agreement with Maxim Group LLC, as sales agent,
under which the Company may offer and sell, from time to time
through Maxim up to $20 million of its common shares, par value
$0.0001 per share.

The Company will determine, at its sole discretion, the timing and
number of shares to be sold pursuant to the Equity Distribution
Agreement along with any minimum price below which sales may not be
made.  Maxim will make any sales pursuant to the Equity
Distribution Agreement using its commercially reasonable efforts
consistent with its normal trading and sales practices.

Sales of common shares, if any, may be made by means of ordinary
brokers' transactions on the Nasdaq Capital Market, in negotiated
transactions or transactions that are deemed to be "at the market"
offerings as defined in Rule 415 under the Securities Act of 1933,
as amended, or the Securities Act, including sales made to or
through a market maker other than on an exchange, at prices related
to the prevailing market prices or at negotiated prices.

A copy of the Equity Distribution Agreement is available for free
at https://is.gd/d8wo3w

                       About Seanergy

Athens, Greece-based Seanergy Maritime Holdings Corp. is an
international company providing worldwide seaborne transportation
of dry bulk commodities.  The Company owns and operates a fleet
of seven dry bulk vessels that consists of three Handysize, two
Supramax and two Panamax vessels.  Its fleet carries a variety of
dry bulk commodities, including coal, iron ore, and grains, as
well as bauxite, phosphate, fertilizer and steel products.

For the year ended Dec. 31, 2015, the Company reported a net loss
of US$8.95 million on US$11.2 million of net vessel revenue
compared to net income of US$80.3 million on US$2.01 million of
net vessel revenue for the year ended Dec. 31, 2014.

As of Sept. 30, 2016, Seanergy had US$203.60 million in total
assets, US$184.45 million in total liabilities and US$19.15
million in stockholders' equity.

Ernst & Young (Hellas) Certified Auditors-Accountants S.A., in
Athens, Greece, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2015, citing that the Company reports a working capital deficit
and estimates that it may not be able to generate sufficient cash
flow to meet its obligations and sustain its continuing operations
for a reasonable period of time, that in turn raise substantial
doubt about the Company's ability to continue as a going concern.


SEVEN HILLS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Seven Hills Construction, LLC
          dba Seven Hills Construction, LLC of NC
        21430 Timberlake Road, PMB #326
        Lynchburg, VA 24502

Case No.: 17-60251

Chapter 11 Petition Date: February 8, 2017

Court: United States Bankruptcy Court
       Western District of Virginia (Lynchburg)

Judge: Hon. Rebecca B. Connelly

Debtor's Counsel: Hannah White Hutman, Esq.
                  HOOVER PENDROD, PLC            
                  342 South Main Street
                  Harrisonburg, VA 22801
                  Tel: 540-433-2444
                  Fax: 540-433-3916
                  E-mail: hhutman@hooverpenrod.com
                          bdriver@hooverpenrod.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Thomas J. Hockycko, sole member.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/vawb17-60251.pdf


SOUTHERN GRADING: Seeks to Hire Allegiant Law as Legal Counsel
--------------------------------------------------------------
Southern Grading, Incorporated seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Virginia to hire legal
counsel in connection with its Chapter 11 case.

The Debtor proposes to hire Allegiant Law P.C. to give legal advice
regarding its duties under the Bankruptcy Code, prepare a plan of
reorganization, negotiate with creditors, and provide other legal
services.

Allegiant Law will charge an hourly rate of $350 for the services
of its attorneys and $175 for paralegals.

John Barrett, Esq., at Allegiant Law, disclosed in a court filing
that his firm is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code.

The firm can be reached through:

     John M. Barrett, Esq.
     Allegiant Law P.C.
     200 South Kellam Road
     Virginia Beach, VA 23462
     Tel: (757) 456-5297
     Fax: (757) 456-5298

                     About Southern Grading

Southern Grading, Incorporated sought protection under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Case No. 17-70049) on
January 5, 2017.  The petition was signed by Keith J. Bartee,
president.  The case is assigned to Judge Stephen C. St. John.

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


SPANISH BROADCASTING: Reports Select Financial Results for 2016
---------------------------------------------------------------
Spanish Broadcasting System, Inc., reported select preliminary
financial results for the year-ended Dec. 31, 2016.

For the full year 2016, the Company currently expects consolidated
Adjusted OIBDA, which excludes non-cash stock-based compensation,
to be approximately $47.5 million, an increase of 21% over 2015,
and radio Adjusted OIBDA to be approximately $56.6 million, an
increase of 14% over 2015.  Adjusted OIBDA margins were
approximately 33% for consolidated and 44% for radio for the full
year 2016 compared to 27% and 37%, respectively, in 2015.
Consolidated Operating Income will be approximately $42.2 million,
representing a growth rate of 25% over 2015, and radio Operating
Income will be approximately $54.7 million, representing a growth
rate of 16% over 2015.

"Our select preliminary results for 2016 highlight our strongest
performance in over a decade, with our Adjusted OIBDA* growth and
operating margins ranking among the best in our industry,"
commented Raul Alarcon, Chairman and CEO.

"During 2016, we successfully and efficiently grew our key
operating units in all of the Company's markets, while
simultaneously launching and integrating a unique digital video
platform and augmenting our radio networks and live events
initiatives, thus paving the way for continued expansion.

"Innovation" - "Adaptation" - "Integration": these are the
cornerstone concepts that we will implement throughout and beyond
2017 to build upon our leadership position in Hispanic media and
entertainment."

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

                     https://is.gd/FAhHgI

                   About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. (OTCQX:SBSAA) -- http://www.spanishbroadcasting.com/

-- owns and operates 21 radio stations targeting the Hispanic
audience.  The Company also owns and operates Mega TV, a television
operation with over-the-air, cable and satellite distribution and
affiliates throughout the U.S. and Puerto Rico.  Its revenue for
the twelve months ended Sept. 30, 2010, was approximately $140
million.

As of Sept. 30, 2016, Spanish Broadcasting had $451.7 million in
total assets, $569.4 million in total liabilities and a total
stockholders' deficit of $117.7 million.

                         *     *     *

As reported by the TCR on Feb. 1, 2016, Moody's Investors Service
downgraded Spanish Broadcasting System's Corporate Family Rating to
'Caa2' from 'Caa1', Probability of Default Rating to 'Caa3-PD' from
'Caa1-PD', and lowered its Speculative Grade Liquidity Rating to
SGL-4 from SGL-3.  Spanish Broadcasting's 'Caa2' Corporate Family
Rating and Caa3-PD Probability of Default Rating reflect very high
debt+preferred stock-to-EBITDA of 10.4x estimated for LTM December
2015 (including Moody's standard adjustments, 6.9x excluding
preferred stock and accrued dividends), the need to address the
Voting Rights Triggering Event, and the heightened potential of a
payment default given the near term maturity of the 12.5% senior
secured notes due April 2017.

As reported by the TCR on June 21, 2016, S&P Global Ratings said it
lowered its corporate credit rating on Spanish Broadcasting System
to 'CCC' from 'CCC+'.


SPOON PRIME: Taps Genova & Malin as Legal Counsel
-------------------------------------------------
Spoon Prime Properties, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to hire legal counsel.

The Debtor proposes to hire Genova & Malin to give legal advice
regarding its duties under the Bankruptcy Code, take actions to
void liens against its property, and provide other legal services.

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

Genova & Malin can be reached through:

     Andrea B. Malin, Esq.
     Michelle L. Trier, Esq.
     Genova & Malin
     1136 Route 9
     Wappingers Falls, NY 12590
     Phone: (845) 298-1600

                   About Spoon Prime Properties

Spoon Prime Properties, LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-35154) on January
31, 2017.  The case is assigned to Judge Cecelia G. Morris.

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


STONE ENERGY: Dimensional Fund No Longer Holds Shares
-----------------------------------------------------
Dimensional Fund Advisors LP said in a regulatory filing with the
Securities and Exchange Commission that as of Dec. 31, 2016, it no
longer held shares of Stone Energy Corp. common stock.

The fund may be reached at:

     Christopher Crossan
     Global Chief Compliance Officer
     Dimensional Fund Advisors LP
     Building One
     6300 Bee Cave Road
     Austin, TX 78746

Dimensional Fund Advisors LP, an investment adviser registered
under Section 203 of the Investment Advisors Act of 1940, furnishes
investment advice to four investment companies registered under the
Investment Company Act of 1940, and serves as investment manager or
sub-adviser to certain other commingled funds, group trusts and
separate accounts.  In certain cases, subsidiaries of Dimensional
Fund Advisors LP may act as an adviser or sub-adviser to certain
Funds. In its role as investment advisor, sub-adviser and/or
manager, Dimensional Fund Advisors LP or its subsidiaries may
possess voting and/or investment power over the securities of the
Issuer that are owned by the Funds, and may be deemed to be the
beneficial owner of the shares of the Issuer held by the Funds.
However, all securities reported in this schedule are owned by the
Funds. Dimensional disclaims beneficial ownership of such
securities. In addition, the filing of this Schedule 13G shall not
be construed as an admission that the reporting person or any of
its affiliates is the beneficial owner of any securities covered by
this Schedule 13G for any other purposes than Section 13(d) of the
Securities Exchange Act of 1934.

                     About Stone Energy

Stone Energy Corp. is an independent oil and natural gas
exploration and production company headquartered in Lafayette,
Louisiana with additional offices in New Orleans, Houston and
Morgantown, West Virginia.  Stone is engaged in the acquisition,
exploration, development and production of properties in the Gulf
of Mexico and Appalachian basins. Stone Energy had 247 employees
as of the bankruptcy filing.

Stone Energy Corp. and two affiliates sought Chapter 11 protection
(Bankr. S.D. Tex. Case Nos. 16-36390, 16-36391 and 16-36392) on
Dec. 14, 2016, to pursue a prepackaged plan of reorganization.
Judge Marvin Isgur is assigned to the cases.

The Debtors hired Latham & Watkins LLP as general counsel, Porter
Hedges LLP as local counsel; Vinson & Elkins LLP as special
counsel; Alvarez & Marsal North America, LLC as financial advisor;
Lazard Freres & Co. LLC, as investment banker; and Epiq Bankruptcy
Solutions, LLC as claims, noticing, solicitation and balloting
agent.


STONE ENERGY: Franklin Resources Reports 6.7% Equity Stake
----------------------------------------------------------
Franklin Resources, Inc. said in a regulatory filing with the
Securities and Exchange Commission that as of Dec. 31, 2016, it and
its affiliated entities may be deemed to beneficially own 410,951
shares or roughly 6.7% of Stone Energy Corp. common stock.

The holdings include 410,951 shares of common stock issuable on
conversion of debt securities (as computed under Rule
13d‑3(d)(1)(i)).

Franklin Resources may be reached at:

     Charles B. Johnson
     Rupert H. Johnson, Jr.
     Franklin Resources, Inc.
     Franklin Advisers, Inc.
     One Franklin Parkway
     San Mateo, CA 94403‑1906

Charles B. Johnson and Rupert H. Johnson, Jr. each own in excess of
10% of the outstanding common stock of FRI and are the principal
stockholders of FRI.

                     About Stone Energy

Stone Energy Corp. is an independent oil and natural gas
exploration and production company headquartered in Lafayette,
Louisiana with additional offices in New Orleans, Houston and
Morgantown, West Virginia.  Stone is engaged in the acquisition,
exploration, development and production of properties in the Gulf
of Mexico and Appalachian basins. Stone Energy had 247 employees
as of the bankruptcy filing.

Stone Energy Corp. and two affiliates sought Chapter 11 protection
(Bankr. S.D. Tex. Case Nos. 16-36390, 16-36391 and 16-36392) on
Dec. 14, 2016, to pursue a prepackaged plan of reorganization.
Judge Marvin Isgur is assigned to the cases.

The Debtors hired Latham & Watkins LLP as general counsel, Porter
Hedges LLP as local counsel; Vinson & Elkins LLP as special
counsel; Alvarez & Marsal North America, LLC as financial advisor;
Lazard Freres & Co. LLC, as investment banker; and Epiq Bankruptcy
Solutions, LLC as claims, noticing, solicitation and balloting
agent.


SULLIVAN VINEYARDS: Wants to Use Winery Rehabilitation Cash
------------------------------------------------------------
Sullivan Vineyards Corporation asks the U.S. Bankruptcy Court for
the Northern District of California to authorize the use of the
cash collateral of Winery Rehabilitation LLC and Stephen A. Finn.

The Debtor operates a winery.  The Debtor asserts that its assets
include bottled wine inventory that has a value of over $2 million
and accounts receivable with a value of approximately $31,000.

The Debtor contends that it needs to use its business revenues to
pay expenses that are necessary to preserve its cash flow streams.

The Debtor believes that Winery Rehabilitation and Mr. Finn are
adequately protected because the requested use of cash collateral
will preserve the Debtor's cash flow stream, and also because the
aggregate value of the assets securing their claims, including the
real property owned by Sullivan Vineyards Partnership, an
affiliated entity, exceeds $25 million.

The Debtor submits that the dollar amount of the claim of Winery
Rehabilitation is approximately $9.6 million, and the dollar amount
of the disputed claim of Mr. Finn is approximately $4.6 million.

A second preliminary hearing on the Debtor's use of cash collateral
is scheduled on February 10, 2017 at 10:00 a.m., and the final
hearing is scheduled on March 3, 2017 at 10:00 a.m

A full-text copy of the Debtor's Motion, dated February 2, 2017, is
available at https://is.gd/X87Slj

Sullivan Vineyards Corporation is represented by:

            Steven M. Olson, Esq.
            LAW OFFICE OF STEVEN M. OLSON
            100 E Street, Suite 104
            Santa Rosa, CA 95404
            Telephone: (707) 575-1800
            Email: smo@smolsonlaw.com

           About Sullivan Vineyards Corporation

Sullivan Vineyards Corporation filed a Chapter 11 petition (Bankr.
N.D. Cal. Case No. 17-10065),  on February 1, 2017.  The Debtor is
represented by Steven M. Olson, Esq., at the Law Office of Steven
M. Olson.


SUMMIT MIDSTREAM: Moody's Rates New $500MM Unsecured Notes 'B2'
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Summit Midstream
Holdings, LLC's and co-issuer Summit Midstream Finance Corp.'s
proposed offering of $500 million senior unsecured notes due 2025.
Summit's B1 Corporate Family Rating (CFR), its other ratings and
stable outlook were unchanged. Net proceeds from this offering will
be used to repay its existing $300 million 7.50% senior notes due
2021 and pay down indebtedness outstanding under its senior secured
revolving credit facility. Moody's ratings are subject to review of
all final documentation, and the final amount of senior notes
issuance.

"The proposed notes issuance is opportunistically refinancing
Summit's higher-coupon existing notes while also extending
maturities," commented Amol Joshi, Moody's Vice President.

Issuer: Summit Midstream Holdings, LLC

Assignments:

-- Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD 5)

RATINGS RATIONALE

Summit's unsecured notes are rated B2, one notch below the
company's B1 CFR, reflecting the priority claim of its relatively
large $1.25 billion revolver to the company's assets. Moody's
believes that the B2 rating is more appropriate for the senior
unsecured notes than the rating suggested by Moody's Loss Given
Default Methodology because of the expectation of a greater
proportion of unsecured debt in the future. If the proportion of
revolver debt to senior unsecured notes continues to remain high
for an extended period, the company's senior unsecured notes could
get downgraded.

Summit's B1 CFR reflects its modest scale, geographically diverse
asset base and diversified customer base. The rating is also
supported by a business model with over 95% of its revenue stream
derived from fee-based contracts, which in many cases are supported
by minimum volume commitments (MVCs) and acreage dedications.
Summit's organic growth is reliant on the development of certain
assets that were dropped down in early 2016 from Summit Midstream
Partners Holdings, LLC (SMP Holdings), exposing the company's
potential cash flow and EBITDA growth to execution risk. Leverage
and distribution coverage are likely to remain at moderate levels
through 2017 but the uncertainty associated with the funding
structure of the relatively large deferred purchase price
obligation due in 2020 related to the 2016 asset drop down
pressures the rating.

Summit's SGL-3 Speculative Grade Liquidity Rating reflects its
adequate liquidity profile through 2017. Summit had $7.6 million of
cash and $617 million remaining undrawn under its $1.25 billion
secured revolving credit facility as of 30 September 2016. The
revolving credit facility matures in November 2018 and has a
maximum total leverage ratio covenant of 5.5x at Summit through 31
December 2016 that steps down to 5.0x thereafter, as well as a
minimum interest coverage ratio requirement of 2.5x. Availability
under the revolver will be constrained by these covenants.
Furthermore, at Summit's option, the total leverage ratio at Summit
can increase to 5.5x for the 270-day period following the
declaration of a defined Acquisition Period. Summit can also
permanently increase its total leverage ratio threshold to 5.5x,
any time at its option, subject to the inclusion of a 3.75x senior
secured leverage ratio covenant. As of 30 September 2016 Summit was
in compliance with the revolving credit facility's financial
covenants. Moody's expects Summit to maintain compliance with these
covenants but cushion for the total leverage ratio covenant is
likely to tighten when it steps down to 5.0x on 31 March 2017.

Summit's stable outlook incorporates the execution risk associated
with developing the Utica assets that were dropped down in early
2016 to realize EBITDA and cash flow growth.

An upgrade of Summit is possible if the company demonstrates
progress towards sustaining leverage around 4x and consolidated
leverage around 5x, and distribution coverage around 1.2x, while
increasing EBITDA through further development of the Utica assets.
Summit also needs to adequately address the funding structure of
the large deferred purchase price obligation due in 2020.

A rating downgrade of Summit could be considered if the assets that
were dropped down in early 2016 underperform, or if leverage at
Summit exceeds 5x on a sustained basis, or consolidated leverage
exceeds 6x on a sustained basis, or Summit's distribution coverage
drops below 1.1x.

The principal methodology used in this rating was Global Midstream
Energy published in December 2010.

Summit is primarily engaged in natural gas gathering and processing
in the Utica Shale, Williston Basin, Piceance/DJ Basins, Barnett
Shale, and Marcellus Shale.


SUMMIT MIDSTREAM: S&P Rates Proposed $500MM Unsec. Notes 'B+'
-------------------------------------------------------------
S&P Global Ratings said it assigned its 'B+' issue-level rating and
'4' recovery rating to Summit Midstream Holdings, LLC and Summit
Midstream Finance Corp.'s proposed $500 million senior unsecured
notes due 2025.  The '4' recovery rating indicates S&P's
expectation of average (30% to 50% range) recovery in the event of
a payment default.  The notes are guaranteed on a senior unsecured
basis by Summit Midstream Partners L.P.  The company will use net
proceeds of the debt offering to tender for the 2021 notes and
repay a portion of the debt outstanding under the revolving credit
facility, which it drew on to finance the drop down acquisition
from SMP Holdings in the first quarter of 2016.

Woodlands, Texas-based Summit Midstream is a master limited
partnership that develops, owns, and operates midstream energy
infrastructure assets in the U.S.  S&P's corporate credit rating on
Summit is 'B+', and the outlook is stable.

Ratings List

Summit Midstream Partners L.P.
Corporate Credit Rating                      B+/Stable/--

New Rating

Summit Midstream Holdings LLC
Summit Midstream Finance Corp.
$500 mil sr unsec notes due 2025             B+
  Recovery Rating                             4


SUNCOKE ENERGY: S&P Raises CCR to 'BB-', Off CreditWatch Positive
-----------------------------------------------------------------
S&P Global Ratings said that it raised its corporate credit rating
on SunCoke Energy Inc. to 'BB-' from 'B' and removed the rating
from CreditWatch, where it was placed with positive implications on
Nov. 1, 2016.  The outlook is stable.

At the same time, S&P raised its issue-level rating on the SXC's
senior secured debt to 'BB-' from 'B' and removed the rating from
CreditWatch, where it was placed with positive implications on Nov.
1, 2016.  The outlook is stable.

The recovery rating on the senior secured debt remains '3',
indicating S&P's expectation of meaningful recovery in the event of
default.  However, S&P revised its recovery expectations to the
higher half of the 50%-70% range from the lower half given the
change in valuation assessment since last year's review.

S&P also raised its issue-level rating on the SXC's senior
unsecured notes to 'B' from 'CCC+ and removed the rating from
CreditWatch.  The recovery rating on the company's senior unsecured
notes is unchanged at '6'.

The recovery rating on SXCP's senior unsecured notes remains '3',
indicating S&P's expectation of meaningful recovery.  However, S&P
revised its recovery expectation to the upper half of the 50%-70%
range from the lower half given the change in valuation assessment
compared to last review in 2016.  The rating on the notes is
unchanged at 'BB-'.

S&P has reassessed SXC's dependence on upstream distributions from
its MLP to service its debt.  As of the fourth quarter of 2016,
SXC's stand-alone leverage was below 1x, and its interest coverage
was above 2x.  It is S&P's view that SXC can now independently
service its debt.  As a result, S&P reviewed the corporate ratings
on SXC and SXCP on the basis of a consolidated group credit profile
(GCP), which serves as the basis of the upgrade to 'BB-'. With a
"core" group status designation, S&P aligns its rating on SXCP with
that on the GCP.

SXC has publicly announced its intentions to acquire all
outstanding public units of its MLP.  The company expects to
complete the transaction by the middle of 2017.  By consolidating
the MLP, SXC will simplify its structure, and S&P expects the
company to continue to repay debt with free cash flow.  S&P do not
expect that the acquisition will affect its credit rating on SXC,
and so S&P removed the rating from CreditWatch positive.  In
addition, following the company's announcement in October 2016 that
it was acquiring its MLP, in January 2017, Internal Revenue Service
(IRS) regulations on qualifying income disqualified SXCP's
coke-making activities from an MLP status.  This will require SXC
to dissolve the MLP and change its corporate structure to a
c-corporation after a 10-year grandfather period, which Suncoke
believes it qualifies for.

S&P assesses the consolidated group financial risk profile as
significant, with consolidated adjusted debt to EBITDA of about 4x
in 2016, declining further in the following year.  S&P's
consolidated adjusted debt includes postretirement obligations,
operating leases, asset retirement obligations, and black lung
workers' compensation.

S&P's base-case scenario assumptions on a consolidated group basis
include:

   -- Moderate economic growth in the U.S., with real GDP growth
      at 1.6% for full-year 2016, growing to 2.4% in 2017;
   -- Domestic coke EBITDA of approximately $186 million in 2017,
      with mid-single-digit percent growth 2018-2019;
   -- An adjusted EBITDA margin of about 19% in 2016, increasing
      to 20% when accounting for cost initiatives;
   -- Free operating cash flow of at least $80 million in 2017 and

      2018 due to elevated capital expenditures related to
      environmental remediation of the Granite City gas project;
      and
   -- The company using available free cash flow to continue to
      repay debt in 2017.

S&P assesses the consolidated group business risk profile as weak,
which reflects S&P's view of the company's limited production
capacity and high customer concentration in its coke segment (three
steel makers account for most of the company's coke sales) and
exposure to the declining coal industry in the logistics business.
S&P believes that SXC's long-term take-or-pay contracts mitigate
these risks somewhat by stabilizing and protecting cash flow
cyclical downturns.  In addition, the Covenant Terminal that the
company acquired in late 2015 could provide modest cash-flow growth
from the coal export business.

SXC operates five coke-making facilities in the U.S. and one in
Brazil.  It also provides metallurgical and thermal coal handling
and blending services through its coal logistic business.

S&P considers SunCoke's liquidity position to be adequate based on
these observations and estimates:

   -- Cash sources will exceed uses by at least 1.5x over the next

      12 months;
   -- Liquidity sources would continue to exceed uses even if
      EBITDA were to decrease by 30%; and
   -- There is sufficient headroom for EBITDA to decrease by 15%
      without causing a covenant breach.

Principal liquidity sources:

   -- Cash and liquid investments of $92 million as of December
      2016; (SXC only)
   -- Estimated availability under the revolving credit facilities

      of $95 million in the next 12 months (SXC only); and
   -- Estimated cash funds from operations of $160 million in the
      next 12 months.

Principal liquidity uses:

   -- Estimated capital expenditures of $80 million in next 12
      months;
   -- Estimated distribution of about $50 million annually
      (assuming regular limited partners distributions); and
   -- Cash flow sweep used to repay about $25 million of debt in
      the next 12 months.

Under the terms of the company revolver, SXC is subject to maximum
consolidated leverage ratio of 3.25x and minimum interest coverage
of 2.5x to 1x.  As of the fourth quarter of 2016, SXC's leverage
was approximately 0.5x and interest coverage was about 25x.  S&P
expects the company to be compliant in the next 12 months.  As of
Dec. 31, 2016, the only debt outstanding at SXC is $44.6 million of
senior unsecured notes.

Under the terms of the partnership revolver, SXCP is subject to
maximum consolidated leverage ratio of 4.5x and a minimum
consolidated interest coverage ratio of 2.5x to 1x.  The company
was in compliance with these ratios as of the fourth quarter of
2016, and S&P expects it to remain compliant over the next 12
months.

The stable outlook takes into account S&P's expectation that SXC's
debt leverage (consolidated with that of SXCP will moderate below
4x in the next 12 months and continue to decline in the subsequent
year.  S&P expects the company to maintain adequate liquidity in
the next 12 months.  S&P do not expect the simplification
transaction to have a material impact on the rating; however, S&P
would reassess the rating if there is a material change in the
capital structure or financial policy.

S&P would consider lowering the rating if consolidated adjusted
debt to EBITDA remains above 4x and it appears likely that it will
remain high over the next 12 months.  S&P could also lower the
rating if SXC is not able to service its debt without distributions
from SXCP.

S&P could upgrade the company if leverage is sustained below 3x.
S&P could also raise the rating if the company materially improved
its asset diversification or operating efficiency.  S&P views an
upgrade at this time as unlikely, given its customer concentration
and limited operating capacity.


TARA RETAIL: Hires Kay Castro & Chaney as Counsel
-------------------------------------------------
Tara Retail Group, LLC seeks authorization from the U.S. Bankruptcy
Court for the Northern District of West Virginia to employ Kay
Castro & Chaney PLLC as counsel, nunc pro tunc to January 24,
2017.

The Debtor requires Kay Castro to:

      a. give legal advice with respect to Tara's duties in this
case and the management of assets;

      b. take all necessary action to protect and preserve Tara's
estate, including the prosecution of actions on behalf of Tara, the
defense of actions commenced against Tara, negotiations concerning
all litigation in which Tara is involved, and objections to claims
filed against Tara's estate;

      c. prepare, on behalf of Tara, all necessary motions,
answers, orders, reports and other legal papers in connection with
the administration of Tara's estate;

      d. perform any and all other legal services for Tara in
connection with this chapter 11 case, including the formulation and
implementation of a plan of reorganization;

      e. assist Tara in the preparation of and the filing of a plan
of reorganization at the earliest possible date; and

      f. perform legal service as Tara may request with respect to
any matter appropriate to assisting the Tara in its efforts to
reorganize.

Kay Castro lawyers and professionals who will work on the Debtor's
case and their hourly rates are:

     Steven L. Thomas            $350
     Thomas H. Ewing             $275
     Loretta Walker              $135
     Deadra Cummins              $125

The hourly rates of Kay Castro professionals:

     Members                         $275-$350
     Counsel and Associates          $185-$275
     Paralegals and Support Staff    $100-$140

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

Steven L. Thomas, Esq., member of the law firm of Kay Castro &
Chaney 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.

Kay Castro may be reached at:

      Steven L. Thomas, Esq.
      Thomas H. Ewing, Esq.
      Kay Casto & Chaney PLLC
      P.O. Box 2031
      Charleston, WV 25327
      Tel: (304) 345-8900
      Fax: (304) 345-8909
      E-mail: sthomas@kaycasto.com
              tewing@kaycasto.com

                       About Tara Retail

Tara Retail Group, LLC, owns The Crossings Mall in Elkview, West
Virginia, which had tenants that included Kmart and Kroger.  The
Company is headed by businessman Bill Abruzzino.  The Crossings
Mall has been closed and inaccessible to the public since massive
floods swept through West Virginia on June 23, 2016.

On Dec. 23, 2016, U.S. District Judge Thomas Johnston appointed
Martin Perry, a managing director at Newmark Grubb Knight Frank's
Pittsburgh office, as receiver.

To stop a foreclosure sale of its shopping center, Tara Retail
Group, LLC, filed a Chapter 11 petition (Bankr. N.D. W.V. Case No.
17-00057) on Jan. 24, 2017.  The petition was signed by William A.
Abruzzino, managing member.  The case judge is the Hon. Patrick M.
Flatley.  The Debtor estimated assets and debt of $10 million to
$50 million.

The Debtor tapped Steven L. Thomas, Esq., at Kay, Casto & Chaney
PLLC, as bankruptcy counsel.


TATOES LLC: Court Allows Cash Collateral Use on Interim Basis
-------------------------------------------------------------
Judge Frederick P. Corbit of the U.S. Bankruptcy Court for the
Eastern District of Washington authorized Tatoes, LLC, Wahluke
Produce, Inc., and Columbia Manufacturing, Inc. d/b/a Columbia
Onion, to use cash collateral on an interim basis.

The Debtors are authorized to use the 2016 crops grown by Tatoes,
as well as the proceeds of the 2016 crops and the packing and sale
revenues of Wahluke and Columbia arising from the packing and sale
of the 2016 crops, for the period of Feb. 1, 2017 through Feb. 28,
2017.

The approved Budget provided for total expenses in the amount of:

                       FEBRUARY        MARCH       APRIL
                       --------        -----       -----
          Tatoes       $684,924    $1,155,673  $2,604,093
          Wahluke      $403,933      $368,934    $432,359
          Columbia     $233,227      $316,466    $253,670

The Debtors are directed to make an interest-only payment to Rabo
AgriFinance LLC, calculated using an interest rate of 4.5%, based
on a 360-day year.  The amount of the payments will be calculated
based on the outstanding Petition Date claim amount asserted by
Rabo AgriFinance of $22,152,130, resulting in a per diem interest
amount of $2,769.

The Debtors are authorized to make adequate protection payments to
any creditor who has obtained a Bankruptcy Court Order authorizing
the making of adequate protection payments.  The Debtors are also
authorized to make adequate protection payments to creditors
holding secured claims against the property of the Debtors in an
amount that is less than or equal to the amount that would
otherwise have been due to such creditors under their prepetition
loan documents.

Rabo AgriFinance and any other party holding a valid, perfected,
and unavoidable security interest or lien in the 2016 cash
collateral, that has not been avoided by a final order, is granted
a valid, automatically perfected replacement lien against any 2017
crops grown by the Debtors, and in any products, proceeds or
insurance recoveries related thereto.

Among other things, the Debtors are ordered to remain compliant
with the Perishable Agriculture Commodities Act and its regulations
concerning the procedures for creating and preserving the benefits
of the statutory trust on commodities and their sales proceeds.

A final hearing on the Debtors' Motion to extend the use of cash
collateral through April 30, 2017, is scheduled on Feb. 28, 2017 at
10:00 a.m.

A full-text copy of the Order, dated Feb. 1, 2017, is available at

http://bankrupt.com/misc/TatoesLLC2016_1600900fpc11_390.pdf

                          About Tatoes, LLC

Tatoes, LLC, Wahluke Produce, Inc., and Columbia Manufacturing,
Inc., are engaged in farming, packing, storing, and selling
potatoes, onions and wheat.  Tatoes, LLC, et al., filed Chapter 11
bankruptcy petitions (Bankr. E.D. Wash. Case Nos. 16-00900,
16-00899 and 16-00898, respectively) on March 21, 2016.  The
petitions were signed by Del Christensen, president.

Tatoes LLC estimated assets and liabilities at $10 million to $50
million.  Wahluke Produce and Columbia Manufacturing each estimated
assets and liabilities at $50 million to $100 million.

Wahluke has employed Roger William Bailey, Esq., at Bailey & Busey,
PLLC as legal counsel; Columbia has employed Hurley & Lara as legal
counsel; and Tatoes has employed the Law Offices of Paul H.
Williams as counsel.  Southwell & O'Rourke is counsel for Tatoes
Unsecured Creditors Committee.

Gail Brehm Geiger, acting U.S. trustee for Region 18, on April 28,
2016, appointed three creditors of Tatoes LLC to serve on the
official committee of unsecured creditors.   Ms. Geiger disclosed
that no official committee of unsecured creditors has been
appointed in the Chapter 11 cases of Wahluke Produce Inc. and
Columbia Manufacturing Inc., both affiliates of Tatoes LLC.

The deadline for filing proofs of claim was Aug. 1, 2016.


TGI FRIDAY'S: S&P Cuts CCR to 'B' on Increased Leverage Prospects
-----------------------------------------------------------------
S&P Global Ratings said that it lowered its corporate credit rating
on the Dallas-based casual dining franchisor and operator TGI
Friday's Inc. from 'B+' to 'B'.  The rating outlook is stable.

TGI Friday's is refinancing its capital structure with
$420 million securitized term debt, with proceeds used to pay down
the existing $440 million term-loan facility ($300 million
outstanding) and to fund a dividend to the private equity owners.

The company's existing credit facility, which includes a cash
revolver and term-loan facility, are currently rated 'BB-' with a
'2' recovery rating, indicating S&P's expectation for recovery
toward the lower end of the substantial range (70%-90%) in the
event of payment default.  Upon review of the final documentation
and completion of the securitization transaction, including
existing debt repayment, S&P expects to withdraw the
corporate-credit and issue-level ratings.

"The ratings downgrade reflects our expectation for increased
leverage following the proposed sale of $420 million in structured
notes," according to S&P Global Ratings credit analyst Mathew
Christy.  "We expect the company to generate relatively stable
revenue, EBITDA, and cash flow in the coming year because of its
highly franchised operating model.  However, we also project
leverage to increase to about 5.7x in 2017 and then remain in the
mid- to-high 5x range. This compares to the 4.8x through the twelve
months ended September 2016."

The stable outlook on TGI Friday's reflects S&P's expectation for
relatively steady operating performance because of the company's
highly franchised (about 94%) operating model.  Moreover, S&P
believes credit metrics will remain relatively stable for the next
12 to 18 months following the completion of the company's
structured note offering, with adjusted leverage remaining in the
mid- to high-5x area range.

S&P could lower the ratings if a more aggressive financial policy
or significantly weakened operating performance result in debt to
EBITDA 6x or higher on a sustained basis.  S&P believes a lower
rating would more likely result from a more aggressive financial
policy, for example, if TGI Friday's raises an additional
$25 million or more in debt (versus our base-case projections) to
finance incremental returns to the private equity owners.  S&P
could also lower the ratings if operating performance weakens and
the closure of franchised restaurants results in EBITDA declining
about 10% versus S&P's projections.

Although unlikely in the next twelve months, S&P could raise the
ratings if leverage declines to mid- to high-4x on a sustained
basis on higher earnings growth.  This scenario would likely occur
in conjunction with S&P's belief that TGI Friday's can maintain a
financial policy commensurate with a higher rating.  This could
happen if EBITDA rises by more than about 15% on greater store
expansion while debt remains consistent or if the company decides
to use free operating cash generation to reduce debt by
$60 million or more.  S&P would also need to believe that the
financial sponsor would not increase leverage through debt-financed
dividends.



TOISA LIMITED: Hires Kurtzman Carson as Claims and Noticing Agent
-----------------------------------------------------------------
Toisa Limited and its debtor-affiliates seek permission from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Kurtzman Carson Consultants LLC as claims and noticing agent
for the Debtors.

The Debtors require KCC to:

    a. prepare and serve all required notices and documents in
these cases in accordance with the Bankruptcy Code and the
Bankruptcy Rules in the form and manner directed by the Debtors
and/or the Court, including, among others:

         i. the notice of the commencement and notice of the
initial meeting of creditors under section 341(a) of the Bankruptcy
Code;
         
         ii. notice of claims bar dates, if any;

         iii. notices of transfers of claims;

         iv. notices of objections to claims and objections to
transfers of claims;

         v. notice of the confirmation and disclosure statement
hearings;
   
         vi. notice of hearings related to other substantive
relief;

         vii. such other miscellaneous notices, orders, pleadings,
publications and any other documents as the Debtors or the Court
may deem necessary or appropriate for the orderly administration of
these Chapter 11 Cases;

     b. maintain official copies of the Debtors' schedules of
assets and liabilities and statements of financial affairs
(collectively, the "Schedules"), listing the Debtors’ known
creditors and the amounts owed thereto;

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

     d. furnish a notice to all potential creditors of the last
date for the filing of proofs of claim and a form for the filing of
a proof of claim, after such notice and form are approved by this
Court, and notify said potential creditors of the existence, amount
and classification of their respective claims as set forth in the
Debtors' schedules of assets and liabilities, if filed, which may
be effected by inclusion of such information on a customized proof
of claim form provided to potential creditors;

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

     f. for all notices, motions, orders or other pleadings or
documents served, prepare and file or cause to be filed with the
Clerk an affidavit or certificate of service within seven (7)
business days of service which includes (i) either a copy of the
notice served or the docket number(s) and title(s) of the
pleading(s) served, (ii) a list of persons to whom it was mailed
(in alphabetical order) with their addresses, (iii) the manner of
service and (iv) the date served;

     g. receive, examine, and process all proofs of claim,
including those received by the Clerk, check said processing for
accuracy and maintain the original proofs of claim in a secure
area;

     h. provide an electronic interface and online filing system
for filing proofs of claim;

     i. Maintain the official claims registers in each of the
Debtor's cases on behalf of the Clerk on a case specific website;
upon the Clerk's request, provide the Clerk with certified,
duplicate, unofficial claims registers; and specify in the claims
registers the following information for each claim docketed or
interest asserted:

           i. the claim number assigned to the proof of claim or
proof of interest;

           ii. the date the proof of claim or proof of interest was
received by KCC and/or the Court;

           iii. the name and address of the claimant or interest
holder and any agent thereof, if the proof of claim or proof of
interest was filed by an agent;

           iv. the asserted amount of the claim or interest;

           v. the asserted classification(s) of the claim (e.g.,
secured, secured, priority, etc.);

           vi. the applicable Debtor against whom the claim or
interest is asserted; and

           vii. any disposition of the claim or interest;

      j. provide public access to the Claims Register, including
complete proofs of claim with attachments, if any, without charge;

      k. implement necessary security measures to ensure the
completeness and integrity of the Claims Registers and the
safekeeping of the original claims;


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

      m. relocate, by messenger or overnight delivery, all of the
court-filed proofs of claim to the offices of KCC, not less than
weekly;

      n. upon completion of the docketing process for all claims
received to date for each case, turn over to the Clerk copies of
the Claims Registers for the Clerk’s review (upon the Clerk's
request);

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

      p. assist in the dissemination of information to the public
and respond to requests for administrative information regarding
the case as directed by the Debtors or the Court, including through
the use of a publicly accessible case website and/or call center;

      q. if the case is converted to chapter 7, contact the
Clerk’s Office within three (3) days of the notice to KCC of
entry of the order converting the case;

      r. Thirty days prior to the close of these Chapter 11 Cases,
to the extent practicable, request that the Debtors submit to the
Court a proposed order dismissing KCC as Claims and Noticing Agent
and terminating its services in such capacity upon completion of
its duties and responsibilities and upon the closing of these
Chapter 11 Cases;

      s. Within seven days of notice to KCC of entry of an order
closing these Chapter 11 Cases, provide to the Court the final
version of the Claims Registers as of the date immediately before
the close of the Chapter 11 Cases;

      t. comply with applicable federal, state, municipal and local
statutes, ordinances, rules, regulations, orders and other
requirements;

      u. promptly comply with such further conditions and
requirements as the Clerk’s Office or the Court may at any time
prescribe; and

      v. at the close of these Chapter 11 Cases, box and transport
all original documents, in proper format, as provided by the
Clerk’s office, to (i) the Federal Archives Record
Administration, located at Central Plains Region, 200 Space Center
Drive, Lee's Summit, Missouri 64064 or (ii) any other location
requested by the Clerk's office.

The Debtors respectfully request that the undisputed fees and
expenses incurred by KCC in the performance of the above services
be treated as administrative expenses of the Debtors’ Chapter 11
estates pursuant to 28 U.S.C. sec 156(c) and section 503(b)(1)(A)
of the Bankruptcy Code and be paid in the ordinary course of
business without further application to or order of the Court.

Prior to the Petition Date, the Debtors provided KCC a retainer in
the amount of $25,000

Evan J. Gershbein, Senior vice President of Corporate Restructuring
at 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 J. Gershbein
      Kurtzman Carson Consultants LLC
      2335 Alaska Ave.
      El Segundo, CA 90245
      Tel: (310)823-9000
      Fax: (310)823-9133

                 About Toisa Limited

Toisa Limited filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 17-10184) on January 29, 2017. Togut, Segal &
Segal LLP represents the Debtor as counsel.

In its petition, the Debtor estimated $1 billion to $10 billion in
both assets and liabilities. The petition was signed by Richard W.
Baldwin, deputy chairman.


TRAMMELL FAMILY LAKE: Taps Benton & Centeno as Legal Counsel
------------------------------------------------------------
Trammell Family Lake Martin, LLC seeks approval from the U.S.
Bankruptcy Court for the Middle District of Alabama to hire legal
counsel.

The Debtor proposes to hire Benton & Centeno, LLP to give legal
advice regarding its duties under the Bankruptcy Code, and provide
other legal services related to its Chapter 11 case.

Lee Benton, Esq., and Samuel Stephens, Esq., the attorneys
designated to represent the Debtor, will be paid $400 per hour and
$250 per hour, respectively.

Benton & Centeno, LLP does not hold or represent any interest
adverse to the Debtor or its bankruptcy estate, according to court
filings.

The firm can be reached through:

     Lee R. Benton, Esq.
     Samuel C. Stephens, Esq.
     Benton & Centeno, LLP
     2019 Third Avenue North
     Birmingham, AL 35203
     Tel: (205) 278-8000
     Fax: (205) 278-8005
     Email: lbenton@bcattys.com
     Email: sstephens@bcattys.com

               About Trammell Family Lake Martin

Trammell Family Lake Martin, LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. M.D. Ala. Case No. 17-30260) on
January 30, 2017.  The case is assigned to Judge William R.
Sawyer.

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


TRAMMELL FAMILY ORANGE: Taps Memory & Day as Legal Counsel
----------------------------------------------------------
Trammell Family Orange Beach Properties, LLC seeks approval from
the U.S. Bankruptcy Court for the Middle District of Alabama to
hire legal counsel in connection with its Chapter 11 case.

The Debtor proposes to hire Memory & Day to give legal advice
regarding its duties under the Bankruptcy Code, negotiate with
creditors, prepare a plan of reorganization or liquidation, and
provide other legal services.

The hourly rates charged by the firm are:

     Von Memory            $325
     Stuart Memory         $225
     Wm. Wesley Causby     $225
     Paralegals            $100

Von Memory, Esq., disclosed in a court filing that the firm does
not have any connection with the Debtor's equity security holders
and the U.S. bankruptcy administrator.

The firm can be reached through:

     Von G. Memory, Esq.
     Memory & Day
     P.O. Box 4054
     Montgomery, AL 36103-4054
     Tel: (334) 834-8000
     Fax: (334) 834-8001
     Email: vgm@memorylegal.com

                  About Trammell Family Orange

Trammell Family Orange Beach Properties, LLC sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ala. Case No.
17-30268) on January 30, 2017.  The case is assigned to Judge
William R. Sawyer.

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

No examiner, trustee or creditors' committee has been appointed in
the case.


TRANS COASTAL: US Bank to Get $800,000 on Plan Effective Date
-------------------------------------------------------------
Trans Coastal Supply Company, Inc., and its Official Committee of
Unsecured Creditors filed with the U.S. Bankruptcy Court for the
Central District of Illinois a first amended disclosure statement
dated Feb. 6, 2017, explaining the Chapter 11 plan of
reorganization of the Debtor.

The Plan contemplates the reorganization of the Debtor, continued
operations with an emphasis on growth and cashflow, while
restructuring the U.S. Bank debt.

On the Effective Date, the Reorganized Debtor will cause the sum of
$800,000 to be paid to U.S. Bank in partial satisfaction of the
Class 2 - U.S. Bank Prepetition Revolving Loan Note.  The balance
of the U.S. Bank Prepetition Revolving Loan Note will be satisfied
by granting U.S. Bank an Allowed Class 4 - General Unsecured Claim
in the amount of $300,000 without the necessity of U.S. Bank filing
an amended proof of claim, filing any other proof of claim or
entering into, filing or delivering any other document, instrument
or agreement.  The claim will be an allowed for all purposes of the
Chapter 11 case and will not be subject to any objection or any
other contest.  No attorneys' fees will be added to this claim, nor
will any U.S. Bank attorneys' fees incurred prior to the Effective
Date in connection with the Chapter 11 case be paid by the
Reorganized Debtor.  U.S. Bank will not be required to repay any
amounts paid by the Debtor to U.S. Bank during the pendency of the
Chapter 11 case.  The Debtor will pay the U.S. Revolving Loan
Payment to U.S. Bank with the proceeds of the Moses and Briscoe
Loan made Pamela Moses and Robert Briscoe to the Reorganized Debtor
on the Effective Date.  

Upon the later of (i) the Effective Date and (ii) U.S. Bank's
receipt of the U.S. Bank Revolving Loan Payment and the U.S. Bank
Replacement Loan Documents, Pamela Moses and Robert Briscoe shall
be deemed released from the Briscoe Prepetition Guaranty and the
Moses Prepetition Guaranty, and U.S. Bank will promptly dismiss the
Missouri Litigation with prejudice and in bar of further action
with respect to the Briscoe Prepetition Guaranty and the Moses
Prepetition Guaranty.  For the avoidance of doubt, the foregoing
releases will not apply to or affect the U.S. Bank Replacement
Guaranties or any rights, powers or claims of U.S. Bank thereunder.


Class 2 is impaired by the Plan.

The Plan will be funded by and through the reorganization of the
Debtor pursuant to the terms of the Plan through future income,
with an equity infusion and loans from the Debtor's two principals
as well as any recovery from the Syngenta Litigation.

On the Confirmation Date, the Debtor's principals, Pamela Moses and
Robert Briscoe, will make an equity contribution to Trans Coastal
of up to $200,000 to pay or pay towards Administrative Expenses,
including attorneys' fees.  Pamela Moses and Bob Briscoe will
further loan to the Debtor any additional funds required to fully
fund Administrative Expenses.  These funds will be segregated in a
separate account until all Administrative Expenses are paid.  On
the Effective Date, Pamela Moses and Robert Briscoe will loan the
Reorganized Debtor $800,000, which the Reorganized Debtor will pay
to U.S. Bank to fund the U.S. Bank Revolving Loan Payment on the
Effective Date.  The interest rate on this $800,000 will be prime
plus 1% amortized over 10 years with a balloon payment at the end
of five years.  The $800,000 secured by prepetition accounts
receivable up to the first $500,000 collected.  Pamela Moses and
Robert Briscoe will also loan the Reorganized Debtor up to an
additional $1 million to fund a Line of Credit Loan to fund trades
with the specific trade funded to stand as security for each loan.

The First Amended Disclosure Statement is available at:

          http://bankrupt.com/misc/ilcb15-71147-525.pdf

As reported by the Troubled Company Reporter on Oct. 24, 2016, the
Debtor and the Committee filed with the Court a disclosure
statement with respect to the joint plan of reorganization proposed
by the Debtor and the Committee.  That plan proposed that on the
annual distribution date, each holder of Class 4 General Unsecured
Claims would be paid its pro rata share of 50% of the annual EBDA
of the Reorganized Debtor, provided that if the annual EBDA is less
than the minimum annual EBDA, there would be no distribution to
holders of Class 4 Claims for that year (that distribution would be
paid upon the next annual distribution date, as applicable), until
the holder has been paid at least 4% of its allowed claim through
EBDA payments, at which point the annual EBDA payments would cease.
In addition to the foregoing payments from Annual EBDA, each
holder of an allowed Class 4 Claim would also receive its pro rata
share of the portion of the Syngenta litigation proceeds allocable
to holders of Class 4 Claims upon settlement or judgment.  In no
case would a holder of a Class 4 Claim receive greater than 100% of
its allowed claim in the aggregate.

                    About Trans Coastal Supply

Headquartered in Decatur, Illinois, Trans Coastal Supply Company
Inc. ships grain and other agricultural products like the ethanol
byproduct distillers dried grains (DDGS) in containers to overseas
buyers.

Trans Coastal filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Ill. Case No. 15-71147) on July 23, 2015.  Judge Mary P.
Gorman presides over the Debtor's case.  Jeffrey D. Richardson,
Esq., at Richardson & Erickson, represents the Debtor.

The Debtor estimated both assets and liabilities between $10
million and $50 million.


TRANSGENOMIC INC: Amends Merger Pact with Precipio Diagnostics
--------------------------------------------------------------
As previously reported on Oct. 13, 2016, Transgenomic, Inc., New
Haven Labs Inc., a wholly-owned subsidiary of Transgenomic, and
Precipio Diagnostics, LLC entered into an Agreement and Plan of
Merger pursuant to which Precipio will become a wholly-owned
subsidiary of Transgenomic, on the terms and subject to the
conditions set forth in the Merger Agreement.  Following the
Merger, Transgenomic will change its name to Precipio, Inc.

On Feb. 2, 2017, Transgenomic, Merger Sub and Precipio entered into
a First Amendment to Agreement and Plan of Merger which provided
for, among other things, the following: (a) the authorization of a
line of credit up to $250,000 provided by Precipio to Transgenomic
pursuant to an unsecured promissory note; (b) the revision of the
exchange ratio set forth in the Merger Agreement to provide that
issued and outstanding common units of Precipio prior to the
effective time of the Merger will be converted into the right to
receive an amount of shares of New Precipio common stock equal to
80% of the issued and outstanding shares of New Precipio common
stock (not taking into account the issuance of shares of
convertible preferred stock of New Precipio in the Merger or
related private placement); (c) the waiver as a condition to the
closing of the Merger of the continual listing of the existing
shares of Transgenomic's common stock on the NASDAQ Capital Market;
(d) the extension of the deadline pursuant to which a "shelf"
registration statement on Form S-3 or other appropriate form is
required to be filed by New Precipio with the Securities Exchange
Commission to June 1, 2017; (e) the authorization for certain
indebtedness of New Precipio to remain outstanding as of the
effective date of the Merger; (f) the authorization of certain
actions taken by each of Transgenomic and Precipio since the date
the Merger Agreement; and (g) the removal from the Merger Agreement
of certain conditions to closing of the Merger.

When the Merger is completed, (i) the outstanding common units of
Precipio will be converted into the right to receive approximately
160.6 million shares of New Precipio common stock, together with
cash in lieu of fractional units, which will result in Precipio
common unit holders owning approximately 53% of the issued and
outstanding shares of New Precipio common stock on a fully diluted
basis, taking into account the issuance of shares of New Precipio
preferred stock in the Merger and the related private placement
and (ii) the outstanding preferred units of Precipio will be
converted into the right to receive approximately 24.1 million
shares of New Precipio preferred stock with an aggregate face
amount equal to $3 million (based upon the purchase price of the
new preferred stock of New Precipio in the new preferred stock
financing), which will result in the Precipio preferred unit
holders owning approximately 8% of the fully diluted New Precipio
common stock.

In connection with the Merger, at the effective time of the Merger,
in addition to the New Precipio preferred stock to be issued to
holders of preferred units of Precipio, New Precipio also will
issue shares of New Precipio preferred stock and New Precipio
common stock in a related private placement, whereby:

   * Holders of certain secured indebtedness of Transgenomic will
     receive in exchange for such indebtedness, approximately 24.1
     million shares of New Precipio preferred stock in an amount
     equal to $3 million, which represents approximately 8% of the

     fully diluted New Precipio common stock, and approximately
     9.8 million shares of New Precipio common stock, which
     represents approximately 3% of the fully diluted New Precipio

     common stock; and

   * New Precipio will issue for cash up to approximately 56.2
     million shares of New Precipio preferred stock for $7 million
     to investors in a private placement, which represents
     approximately 18% of the fully diluted New Precipio common
     stock.

                   Amendment to Loan Agreement

On Feb. 2, 2017, Transgenomic entered into the Termination and
Tenth Amendment to its Loan and Security Agreement, dated
March 13, 2013, with Third Security Senior Staff 2008 LLC, as
administrative agent and a lender, and the other lenders party
thereto, as amended, for a revolving line of credit and a term
loan.  The Loan Agreement Amendment, among other things, (i)
provides that the Lenders will waive specified events of default
under the terms of the Loan Agreement until the effective time of
the Merger (or the termination of the Merger Agreement in
accordance with its terms), (ii) provides for the conversion of all
outstanding indebtedness owed to the Lenders under the Loan
Agreement into shares of Transgenomic common stock and preferred
stock effective as of the closing date of the Merger and (iii) the
termination of the Loan Documents (as defined in the Loan
Agreement) and the termination and release of all security
interests and liens of the Lenders in the Collateral (as defined in
the Loan Agreement) in each case immediately following the
conversion of the Outstanding Indebtedness into Conversion Shares.

The effectiveness of certain provisions in the Loan Agreement
Amendment, including provisions relating to conversion of the
Conversion Shares and termination of the Loan Documents, is
conditioned on, among other things, the consummation of the Merger,
and, in the event that the Merger is not consummated, these
provisions in the Loan Agreement Amendment will terminate.

In connection with the Loan Agreement Amendment, the Lenders have
agreed to convert the outstanding principal and accrued interest
under the Loan Agreement into (i) approximately 9.8 million shares
of New Precipio common stock immediately prior to the effectiveness
of the Merger at a price equal to $0.50 per share and (ii) 24.1
million shares of New Precipio preferred stock. As of December 31,
2016, the outstanding amount owed under the Loan Agreement was
$7.243 million of principal and $556,642 of accrued interest.  The
issuance of the Conversion Shares is subject to the approval of the
Transgenomic stockholders in accordance with NASDAQ Capital Market
listing rules.

The Lenders are affiliates of Third Security, LLC, whose affiliates
hold more than 10% of the outstanding voting stock of Transgenomic.
Additionally, Doit L. Koppler II, a director of the Company, is
affiliated with Third Security, LLC and its affiliates.

                       Promissory Note

In connection with the Merger, Precipio and Transgenomic entered
into a promissory note, dated Feb. 2, 2017, pursuant to which
Precipio agreed to offer a line of credit to Transgenomic up to a
principal sum of $250,000.  All outstanding amounts under the Note
accrue interest at a rate of 10% per annum and are due and payable
upon the earlier to occur of (a) the date that is 90 days following
the date of the Note or (b) the closing of the Merger. Any amounts
outstanding under the Note on the earliest of (x) the occurrence of
an Event of Default (as defined in the Note) and the passage of any
applicable cure period or (y) ten days after the Maturity Date, to
the extent permitted by applicable law, will accrue interest at a
rate of 12% per annum, compounded daily.

                      About Transgenomic

Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services.  The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise.  The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.

Transgenomic reported a net loss available to common stockholders
of $34.3 million on $1.65 million of net sales for the year ended
Dec. 31, 2015, compared to a net loss available to common
stockholders of $15.08 million on $1.24 million of net sales for
the year ended Dec. 31, 2014.

As of Sept. 30, 2016, Transgenomic had $2.07 million in total
assets, $19.90 million in total liabilities and a total
stockholders' deficit of $17.82 million.


TROCOM CONSTRUCTION: Amended Plan Resolves Liberty Mutual Objection
-------------------------------------------------------------------
Trocom Construction Corp. filed with the U.S. Bankruptcy Court for
the Eastern District of New York its third amended disclosure
statement with respect to its fourth amended chapter 11 plan of
liquidation, dated Feb. 3, 2017.

The Debtor previously filed several versions of the Plan and
Disclosure Statement.  After a hearing held on October 19, 2016,
the Debtor's Second Amended Disclosure Statement in connection with
the then-Second Amended Plan was approved by the Court.
Thereafter, votes on the Second Amended Plan were solicited and, as
a result of certain objections and discussions with constituencies,
the Debtor filed a proposed Third Amended Plan.

In objection to the Second Amended Plan, Liberty Mutual asserted
that the order of priority as between it and M&T as set forth in
the Plan was improper based on equitable subrogation of its claims.
As a result of that objection, the then-Third Amended Plan was not
confirmed by the Court at the Confirmation Hearing.

Subsequent to the scheduled Confirmation Hearing, Liberty Mutual,
M&T, and the Debtor, among other parties, held discussions with
respect to the equitable subrogation argument and the distribution
scheme in the Plan.  Those issues have been consensually resolved,
Liberty Mutual will waive its right of cross-subrogation with
respect to monies owed to the Debtor on the Short Term Claims and
Long Term Claims, and the Third Amended Disclosure Statement and
the Fourth Amended Plan are being filed with the consent of Liberty
Mutual and M&T.

Class 6 General Unsecured Claims in the amount of $191,375,975 have
been filed or scheduled.  The filed amount of claims includes
Liberty Mutual which filed a claim for $177 million and which is
separately classified, as well as large retainage claims which will
be paid through the contracts with the City and Article 3A claims
which have or will be paid in the ordinary course.  Thus, the
Debtor believes that Allowed General Unsecured Claims will only
amount to $1,509,126.  In exchange for full and final
satisfaction, settlement, release of Allowed General Unsecured
Claims, holders of Allowed General Unsecured Claims will be paid
their pro rata share of the General Unsecured Fund, together with
any distribution as set forth in Article IV(B)-(F) of the
Plan.  The distributions to holders of Allowed General Unsecured
Claims will be made when all objections to General Unsecured Claims
are either resolved or ruled upon by the Bankruptcy Court.

Estimated percentage recovery is at 10%.

The proceeds from each Ongoing Construction Project for services
rendered under the contract for such Project for the period after
the Project has been relet to Liberty Mutual will be paid to
Liberty Mutual, from which Liberty Mutual will reimburse $600,000
to the Plan Funding Account.  The proceeds from each contract for
an Ongoing  Construction Project for the period prior to the relet
of such project shall be paid to the Debtor and shall be
distributed by the Plan Administrator.

Funding of the plan will come from:

   (a) Plan funding account;
   (b) profits from ongoing projects;
   (c) profits from completed construction projects;
   (d) short-term claims;
   (e) long-term claims net of contingent legal fees and;
   (f) equipment and vehicle sales.

A full-text copy of the third amended disclosure statement is
available at:

         http://bankrupt.com/misc/nyeb1-15-42145-432.pdf

                  About Trocom Construction

Trocom Construction Corp. was formed in 1969 by Salvatore
Trovato. 
The Company is in the heavy construction business.  Its primary
customer is the City of New York through its various
agencies.  The
Company has 75 employees, the majority of whom are members of
various unions.  Joseph Trovato is presently the president and
holder of 100% of the voting shares of Trocom.

Trocom filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No.
15-42145) on May 7, 2015, in Brooklyn.  The petition was signed
by
Joseph Trovato.  Judge Nancy Hershey Lord presides over the
case. 
The Debtor is represented by C. Nathan Dee, Esq., at Cullen &
Dykman, LLP.

The Debtor estimated total assets of $32,462,383 and total
liabilities of $17,184,837 as of the Chapter 11 filing.

The Debtor employs Petrowsky Auctioneers, Inc., as liquidation
consultant and auctioneer.


TS WAXAHACHIE: Seeks to Hire Tonja Barnebee as Accountant
---------------------------------------------------------
TS Waxahachie, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Texas to hire an accountant.

The Debtor proposes to hire Tonja Barnebee CPA, PC to give advice
regarding any financial or tax-related matter, provide testimony,
prepare financial documents, and provide other services related to
its Chapter 11 case.

The firm will receive $200 per month for operating reports; $100
per hour for testimony; $1900 per month for accounting services;
and $75 per hour for additional work.

Tonja Barnebee, a certified public accountant, disclosed in a court
filing that her firm has no conflict of interest that would prevent
it from representing the Debtor's bankruptcy estate .

The firm can be reached through:

     Tonja Barnebee
     Tonja Barnebee CPA, PC
     900 W Ennis Ave., Suite 103
     Ennis, TX 75119       
     Tel: (972) 875-9900

                       About TS Waxahachie

TS Waxahachie, LLC is a privately-held limited liability company
formed in May 26, 2015, and based in Waxahachie, Texas.   Its
principal business consists of a pizza restaurant.  Its management
team is lead by Joshua Evola.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Texas Case No. 17-30265) on January 20, 2017.
The petition was signed by Joshua Evola, manager.  The case is
assigned to Judge Stacey G. Jernigan.

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

No trustee, examiner or creditors' committee has been appointed.


UNIVERSAL HEALTH: Court Okays $2.9M Settlement With E&Y
-------------------------------------------------------
Rick Archer, writing for Bankruptcy Law360, reports that the U.S.
Bankruptcy Court for the District of Florida approved on Wednesday
the $2.9 million settlement the trustee for Universal Health Care
Group Inc. struck with Ernst & Young LLP over accusations that it
failed to sound warnings of the Company's collapse.  

Law360 states that the agreement resolves the trustee's claims that
E&Y was professionally negligent as the Company's outside auditor
for failing to report the numerous financial irregularities that
occurred in the years leading up to the February 2013 bankruptcy.

               About Universal Health Care Group

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in a
receivership. Universal Health Care estimated assets of up to$100
million and debt of less than $50 million in court filings in a
Tampa, Florida.  Harley E. Riedel, Esq., at Stichter Riedel Blain
& Prosser serves as counsel to the Debtor

Soneet R. Kapila has been appointed the Chapter 11 Trustee in the
Debtor's case.  He is represented by Roberta A. Colton, Esq., at
Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA.
Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special
conflicts counsel and E-Hounds, Inc., serves as a forensic imaging
consultant to the Chapter 11 trustee.

An affiliate, American Managed Care, LLC, sought Chapter 11
protection (Bankr. M.D. Fla. Case No. 13-05952) on May 3, 2015.
See http://bankrupt.com/misc/flmb13-5952.pdf


VAL COLE: MC Allstream Buying Pleasanton Property for $1.3 Million
------------------------------------------------------------------
Val Cole Enterprises, LLC, asks the U.S. Bankruptcy Court for the
Western District of Texas to authorize the sale of real property
with improvements locally known as 1901 Jim Brite Road, Pleasanton,
Texas, ABSA00762 W. Smith SV-949, consisting of approximately
373.48 acres, to MC Allstream, LLC and/or assigns for $1,300,000.

The Debtor owns record title to the property.  

The Debtor and the Buyer's obligations to consummate the
transactions contemplated in the Commercial Contract will be
Conditioned upon the Court's entry of the Approval Order.  

The sale contemplates that a closing will occur on Feb. 28, 2017.
Given the shorten time frame, the Debtor needs to move
expeditiously.

The sale is part of a funding mechanism for the Debtor's Plan.  The
Debtor seeks to sell the property prior to confirmation of the
Plan.  The test is whether there is a sound business reason for the
sale; adequate and reasonable notice to interested parties has been
provided; the sale price is fair and reasonable and the proposed
buyer is proceeding in good faith.

The sale will be made "as is, where is," with no representations or
warranties of any kind, except as set forth in the Contract.  There
is a 14 day option period for the Buyer to terminate the contract
for which the Buyer has paid the sum of $1,000.  Upon information
and belief, the provision has been waived or resolved.

In accordance with the terms of the Contract, the Debtor proposes
to sell the property free and clear of all liens and encumbrances.
Specifically, the Debtor asks an order of the Court that finds and
orders these:

   a. That the Buyer is a good faith purchaser of the Property;

   b. That the order provide that the Property is sold to MC free
and clear of all liens, claims, preferential rights, interests and
encumbrances whatsoever (except as expressly
provided in the Agreement);

   c. That the stay under Bankruptcy Rules 6004(g) and 6006(d) are
waived and are not in effect; and

   d. That the sale does not and will not subject or expose the
Buyer, its successors or assigns, to any liability claim, cause of
action or remedy by reason of such sale and transfer, including,
without limitation, any claim, cause of action or remedy based on
any theory of successor or transferee liability and that Buyer
shall not assume any liability or obligation of the Debtor, fixed
or contingent, disclosed or undisclosed, or any liability for such
claims, debts, defaults, duties, obligations or liabilities of
Seller of any kind or nature, whether known or unknown, contingent
or fixed, all of which, to the extent that they existed prior to
the Closing Date, are retained by the Debtor.

These entities assert a lien on the property:

   a. Texas Champion Bank holds a lien on the property to secure a
debt in the approximate amount of $1,180,000.

   b. Atascosa County has filed a proof of claim (Claim No. 2)
asserts a tax lien on the property to secure a debt in the
approximate amount of $35,171.

Starr Realty and Ranch is the Realtor for the Buyer.  Michael
Hermes of Team Hermes is the Seller's Realtor.  The total Realtor
fees to be paid is a 4% commission split equally between the
Realtors.

The Debtor proposes that the first proceeds of sale be used to pay
all normal and customary cost of closing including survey cost,
title policy, and Realtor Fees, if any.  The Debtor seeks to pay
all allowed debt identified.  The deadline to file proofs of claims
is Feb. 27, 2017.

In the exercise of its business judgment, the Debtor has determined
that the proposed sale to the Purchaser is, at present, the highest
and best offer under the circumstances and will maximize the value
of the Estate.  Accordingly, the Debtor asks that the Court approve
the Emergency Application and to grant the relief requested and for
such other and further relief as it may deem just.

               About Val Cole Enterprises, LLC

Val Cole Enterprises, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Tex. Case No. 16-52493) on Oct. 31, 2016.  The Hon.
Craig A. Gargotta presides over the case.  The Law Firm of Dean W.
Greer represents the Debtor as counsel.

In its petition, the Debtor estimated $1 million to??$10 million
in
both assets and liabilities. The petition was signed by James
Downs, Jr., president.


VANGUARD NATURAL: Receives Delisting Notice from NASDAQ
-------------------------------------------------------
Vanguard Natural Resources, LLC, received on Feb. 2, 2017, a letter
from the Listing Qualifications Department of The NASDAQ Stock
Market LLC notifying the Company that as a result of the Chapter 11
cases, and in accordance with NASDAQ Listing Rules 5101, 5110(b)
and IM-5101-1, NASDAQ has determined that the Company's common
units representing limited liability company interests, the 7.875%
Series A Cumulative Redeemable Preferred Units, the 7.625% Series B
Cumulative Redeemable Preferred Units, and the 7.75% Series C
Redeemable Preferred Units will be delisted from The NASDAQ Stock
Market.  Accordingly, unless the Company requests an appeal of this
determination, trading of the securities will be suspended at the
opening of business on Feb. 13, 2017, and a Form 25-NSE will be
filed with the Securities and Exchange Commission, which will
remove the Company's securities from listing and registration on
The Nasdaq Stock Market.

The Company does not intend to appeal NASDAQ's determination.  If
the Company does not appeal the Staff's determination, the Company
expects that its units will be eligible to be quoted on the OTC
Pink operated by the OTC Markets Group Inc.  To be quoted on the
OTC Pink, a market maker must sponsor the security and comply with
SEC Rule 15c2-11 before it can initiate a quote in a specific
security.  The OTC Pink is a significantly more limited market than
NASDAQ, and the quotation of the Company's units on the OTC Pink
may result in a less liquid market available for existing and
potential unitholders to trade units and could further depress the
trading price of the Company's units.  The Company gives no
assurance that any public market for its units will exist in the
future or that the Company or its successor will be able to relist
its units on a national securities exchange.

                     About Vanguard Natural

Vanguard Natural Resources, LLC -- http://www.vnrllc.com/-- is a
publicly traded limited liability company focused on the
acquisition, production and development of oil and natural gas
properties.  Vanguard's assets consist primarily of producing and
non-producing oil and natural gas reserves located in the Green
River Basin in Wyoming, the Permian Basin in West Texas and New
Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and
Alabama, the Anadarko Basin in Oklahoma and North Texas, the
Piceance Basin in Colorado, the Big Horn Basin in Wyoming and
Montana, the Arkoma Basin in Arkansas and Oklahoma, the Williston
Basin in North Dakota and Montana, the Wind River Basin in Wyoming,
and the Powder River Basin in Wyoming.

Each of Vanguard Natural Resources, LLC and 13 of its subsidiaries
filed a voluntary petition under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Tex. Lead Case No. 17-30560) on Feb. 1, 2017.  The
Chapter 11 cases are assigned to Judge Marvin Isgur.  The Debtors
listed total assets of $1.54 billion and total debts of $2.3
billion as of Feb. 1, 2017.

The Debtors have hired Paul Hastings LLP as counsel, Opportune LLP
as restructuring advisors, Evercore Partners Inc. as investment
banker and Prime Clerk LLC as claims and noticing agent.


VENT ALARM: Unsecured Creditors to be Paid 4.24% Under Exit Plan
----------------------------------------------------------------
Unsecured creditors of Vent Alarm Corp. will get 4.24% of their
claims under the company's proposed plan to exit Chapter 11
protection.

The restructuring plan filed on Feb. 2 proposes to pay Class 3
general unsecured creditors $120,000 or 4.24% of their claims
allowed by the court.  

General unsecured creditors, which assert more than $2.8 million in
claims, will receive 60 equal monthly payments on a pro-rata basis.
Class 3 claims are impaired and general unsecured creditors are
entitled to vote accepting or rejecting the plan.

The restructuring plan will be funded by income from Vent Alarm's
operations, according to the company's disclosure statement filed
on Feb. 2 with the U.S. Bankruptcy Court in Puerto Rico.

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

          https://is.gd/dw1VMl

           About Vent Alarm Corp.

Vent Alarm Corp., also known as Samcor Valcor, is engaged in the
sale, distribution and installation of security windows, doors and
related products, made up aluminum, valwood and glass materials.
Its principal office and place of business is located at Real 189
km. 9.2 Gurabo, Puerto Rico.

Vent Alarm, dba Valcor, sought Chapter 11 bankruptcy protection
(Bankr. D.P.R. Case No. 15-09316) on Nov. 24, 2015.  The petition
was signed by Fernando Sosa, president.

The Debtor's counsel is Alexis Fuentes Hernandez, Esq., at Fuentes
Law Offices, LLC, in San Juan, Puerto Rico.  WRG Certified Public
Accountants, PSC serves as the Debtor's financial advisor and
in-house accountant.

The Debtor has assets totaling $7.95 million and liabilities
totaling $7.55 million.


VIOLIN MEMORY: May Enter Into Plan Sponsor Deal with Soros
----------------------------------------------------------
The Delaware bankruptcy court has authorized Violin Memory, Inc.,
to enter into and perform under a plan sponsor agreement dated as
of February 6, 2017, among:

     -- the Company;
     -- VM Bidco LLC; and
     -- the Official Committee of Unsecured Creditors appointed in
the chapter 11 case.

At the Jan. 23-26, 2017 auction, the Debtor determined that the
highest and best value for its estate and its creditors would be
obtained under a proposal from VM Bidco, an affiliate of Quantum
Partners LP, an investment fund that holds $25.65 million of
Violin's outstanding convertible notes and is managed by Soros Fund
Management LLC, a private investment management firm that serves as
principal investment advisor to a number of investment funds for
George Soros family clients.

As set forth in the PSA, among other things, the proposal from
Soros includes:

     (i) an $8.0 million debtor-in-possession facility from Soros
to finance the Debtor's continued operations and restructuring
efforts, which facility will be converted into an exit facility
under a confirmed plan of reorganization,

    (ii) cash from Soros for recoveries equivalent to $15.0 million
to the Debtor's creditors under a plan of reorganization in which
QP will receive all equity interests in the reorganized Debtor in
lieu of cash for its claims,

   (iii) assumption by Soros of certain employee claims and
counterparty obligations (and related cure costs), and

    (iv) preservation of certain avoidance actions for the benefit
of unsecured creditors.

The Debtor notes that the best alternative, which was declared to
be the backup bid, was for the purchase of substantially all assets
of the Debtor at a price of $7.125 million and the assumption of
certain cure costs.

According to to the Debtor, the PSA parties will work in good faith
to confirm this plan expeditiously, with a goal for confirmation on
or before April 20, 2017.

The Debtor says Quantum Partners is currently not a party to the
PSA but may choose to do so by executing and delivering a joinder
agreement.

The Debtor reminds the Court that it has thoroughly marketed its
assets three times now, twice in the prepetition period and again
in the postpetition period. The Soros Proposal is significantly
superior to any other available alternative, including any
potential section 363 sale, and is the market-tested highest and
best value for the Debtor, its estate and its creditors.  The Soros
Proposal is also supported by the Committee.

                       About Violin Memory

Violin Memory, Inc., develops and supplies memory-based storage
systems for high-speed applications, servers and networks in the
Americas, Europe and the Asia Pacific.  Founded in 2005, the
Company is headquartered in Santa Clara, California.

Violin Memory sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 16-12782) on Dec. 14, 2016.  The
petition was signed by Cory J. Sindelar, chief financial officer.

At the time of the filing, the Debtor disclosed $38.93 million in
assets and $145.4 million in liabilities.

Pillsbury Winthrop Shaw Pittman LLP serves as the Debtor's legal
counsel while Bayard, P.A., serves as co-counsel.  The Debtor has
hired Houlihan Lokey Capital, Inc., as financial advisor and
investment banker. Prime Clerk LLC serves as administrative
advisor.

The U.S. Trustee, on Dec. 27, 2016, named three creditors to serve
on the official committee of unsecured creditors Wilmington
Trust, N.A., Clinton Group, Inc., and Forty Niners SC Stadium
Company LC.

The Committee hires Cooley LLP as lead counsel, and Elliot
Greenleaf as its Delaware counsel.

                           *     *     *

According to Matt Chiappardi at Bankruptcy Law360, Violin Memory
told the Bankruptcy Court on Jan. 30 that a unit of major creditor
Soros Fund Management LLC put in the winning bid for its assets
with an offer valued at least $14.5 million, but it needs more
time
to negotiate terms of a Chapter 11 plan sponsorship agreement.
Violin Memory filed with the Bankruptcy Court a notice identifying
VM Bidco LLC as the winner of its three-day auction in New York.


VIP CINEMA: S&P Assigns 'B' CCR, Outlook Stable
-----------------------------------------------
S&P Global Ratings said that it assigned its 'B' corporate credit
rating to New Albany, Miss.–based VIP Cinema Holdings Inc.  The
outlook is stable.

H.I.G. Capital, a private-equity firm, is buying U.S.–based VIP
Cinema Holdings Inc. in a leveraged buyout (LBO) for approximately
$300 million excluding fees.  VIP Cinema has a narrow product focus
as the leading domestic provider of luxury theater seating. S&P
estimates pro forma debt to EBITDA in the mid-4x area upon
completion of the transaction.

At the same time, S&P assigned a 'B+' issue-level rating to the
company's senior secured first-lien credit facilities, which
include a $20 million revolving credit facility due in 2022 and a
$165 million term loan due in 2023, and a 'CCC+' issue-level rating
to the company's $45 million senior secured second-lien term loan
due in 2024.  The recovery rating on the revolver and first-lien
term loan is '2', indicating S&P's expectation for substantial
(upper half of the 70%-90% range) recovery in the event of a
default. The recovery rating on the second-lien term loan is '6',
indicating S&P's expectation for negligible (0%-10%) recovery in
the event of a default.

Pro forma for transaction, S&P expects the company will have about
$210 million in reported debt outstanding.

S&P's ratings on VIP Cinema reflect its small scale and scope in
the consumer durables industry, narrow product and geographic focus
as a developer and assembler of luxury seating for domestic movie
exhibition, and high customer concentration.  This is mitigated by
first-mover advantages in a relatively new and high-growth
subsegment driven by attractive economic returns for movie
exhibitors, a dominant market share in luxury cinema seating based
partly on preferred supplier arrangements with leading theater
exhibitors, and modest financial leverage at the outset.  However,
S&P incorporates the risk of a releveraging event during the
ratings horizon because of its ownership structure.  S&P expects
the company's cash flow leverage will modestly improve over the
next 12 months to just above 4x from mid-4x at closing.  This
reflects VIP Cinema profiting from the conversion trend to premium
seating in the movie industry, its high operating margins, and low
capital expenditure (capex) needs that drive healthy cash flow
generation.

VIP has a leading position in the North America luxury cinema
seating market with a meaningful share of the premium conversion
market.  But it is a niche market, and the company remains a small
participant compared to larger and more established consumer
durable peers.  The company's financial performance depends on a
favorable conversion (to premium seating) outlook in the movie
industry, growth of U.S. box office revenue, screen count, and
admissions volume, which is subject to consumer discretionary
income and willingness to spending on an enhanced theater
experience.  Nevertheless, S&P expects demand for premium seats to
remain robust over the near to medium term, as movie exhibitors'
returns on these conversions are significant.  That drives
ancillary spending in theaters because it attracts a wealthier
demographical customer group.  On the other hand, VIP Cinema has
high customer concentration, with its top three customers
accounting for 60% of its revenue, the top 10 around 70%.  The loss
of a large customer could have a material impact on the company's
profits and cash flow due to its relatively small revenue base and
narrow product focus.

S&P believes VIP Cinema's business risk profile benefits from the
company's established relationships with the leading domestic
exhibitors, reputation and track record of on-time delivery of
quality products, and proprietary and innovative design, which
provide some barriers to entry.  In addition, the unique sizing and
floor attachment for VIP Cinema's products create a switching cost,
which should support replacement and aftermarket revenue growth,
and a recurring revenue stream.  Consequently, VIP Cinema is the
key supplier to nine of the top 10 domestic cinema exhibitors and
is the sole supplier to seven of them.  VIP Cinema has a research
and development and design relationship with Leggett & Platt (L&P),
which S&P believes provides a competitive advantage as it helps the
company innovate, provides exclusivity, and offers intellectual
property (IP) protection for key product innovations.

VIP Cinema has a strong EBITDA margin.  That is the result of its
efficient cost structure, with direct labor accounting for only
about 10% of its revenue.  S&P expects increased sales of
aftermarket parts and improvement in assembling efficiency will
further drive margin expansion.

S&P's baseline forecast is for U.S. real GDP to grow 2.4% in 2017
and 2.3% in 2018.  Additional assumptions include:

   -- Sales increase in the mid-single-digit percentage area in
      2017 and 2018, driven by volume growth supported by a
      favorable conversion outlook and replacement cycle.  
      Moderate EBITDA margin expansion in the low-40% area, driven

      by top-line growth and increased sales of higher-margin
      aftermarket parts.  Operating cash flow totals $20 million-
      $25 million in 2017 and 2018.  Free cash flow of $15
      million-$20 million annually. Capex is estimated to be
      around 2% (about $2 million) of total revenue in 2017 and
      slightly higher in 2018 due to planned facility expansion.  
      No dividends or share repurchases.

Based on these assumptions, S&P forecasts debt to EBITDA in the
low-4x area in 2017 and around 4x in 2018, funds from operations
(FFO) to debt in the low-teens percentages in the coming years, and
EBITDA interest coverage in the mid-3x area in 2017 and 2018.

S&P views VIP Cinema's liquidity as adequate, reflecting S&P's
expectation that sources of liquidity will exceed uses by around 6x
over the next 12 months.  In addition, S&P estimates liquidity
sources will remain positive and there will be sufficient covenant
headroom even if EBITDA drops by 15%.  While the company qualifies
for a stronger liquidity assessment based on quantitative measures,
S&P do not believe the company has a high standing in credit
markets, or the size and ability to absorb high-impact,
low-probability events without refinancing.  S&P views its banking
relationships as sound but not well-established and solid.  Such an
event could include the loss of one or several major customers,
which would be detrimental given the company's high customer
concentration.  Nevertheless, S&P believes the company should
withstand adverse market circumstances over the next 12 months with
sufficient liquidity to meet its obligations throughout the year.

Principal liquidity sources:

   -- Unrestricted cash and equivalents about $6 million as of
      Dec. 31, 2016;
   -- Full availability under the $20 million revolving credit
      facility expiring in 2022; and
   -- Forecast FFO of about $25 million-$30 million over the next
      two years.

Principal liquidity uses:

   -- Annual debt amortization of about $1.7 million;
   -- Annual capital expenditures of $2 million-$6 million over
      the next two years; and
   -- Peak–to-trough working capital about $5 million.

The stable outlook reflects S&P's expectation that VIP Cinema will
execute successfully on its high growth, and that EBITDA will
improve modestly over the next year as the company continues to
benefit from a favorable conversion outlook in the movie industry
and replacement cycle.  S&P expects the company will maintain its
position in the domestic premium seating niche market, retain its
large customers while maintaining good product quality, and
continue to generate modest free cash flow.  Nevertheless, S&P
believes the risk inherent with private equity ownership, mainly
the aggressive nature of its financial sponsor's financial
strategies, constrains the likelihood of maintenance of a strong
balance sheet over the rating horizon.

Downside scenario

S&P could lower the ratings if operating performance and margins
decline considerably, leading to weaker profitability and cash
flows.  This could occur from lower consumer spending or changing
consumer preferences, increased competition, loss of key customers,
product deficiencies, or unsuccessful management of high growth.
S&P could also lower its ratings if the company's financial policy
becomes more aggressive, with significant debt-financed
acquisitions or dividends, resulting in debt to EBITDA approaching
or exceeding 6x.  S&P estimates this could occur if EBITDA falls
over 25% or debt increases by $70 million.

Upside scenario

Although unlikely in the next 12 months, S&P could raise the
ratings if the company successfully delivers profitability and high
growth, meaningfully diversifies its customer base and grows scale,
and diversifies its product offering and/or geographic exposure.
S&P could also raise its ratings if it is confident that the
company will maintain a conservative financial policy and
demonstrates a commitment to sustain debt to EBITDA well below 5x.

                          RECOVERY ANALYSIS

Key analytical factors

VIP Cinema's proposed debt structure consists of:

   -- A $20 million senior secured first-lien revolving credit
      facility due in 2022;
   -- A $165 million senior secured first-lien term loan due in
      2023; and
   -- A $45 million senior secured second-lien term loan due in
      2024.

Security and guarantee package:

The borrower of the senior secured first-lien credit facilities and
second-lien term loan is VIP Cinema Holdings Inc.  The facility
will be guaranteed by the borrower's parent and wholly owned U.S.
subsidiaries.

The first-lien credit facilities are secured by substantially all
the assets of the borrower, including a perfected first-priority
pledge of all capital stock, or 65% of the voting stock.  The
second-lien term loan is secured on a second-priority basis by all
collateral securing the first-lien credit facility.

Documentation/covenants:

The proposed senior secured first-lien credit facilities and
second-lien term loan require the company to maintain a maximum
consolidated net leverage ratio covenant to be tested on the last
day of each fiscal quarter, with the second-lien facility requiring
a covenant level that's at least a 15% cushion to the financial
maintenance covenant level in the first-lien facility.

Insolvency regimes:

VIP Cinema Holdings, Inc. was established in Mississippi and
operates from its headquarters in New Albany, Miss.  The company
does not have manufacturing facilities overseas, although it does
sell overseas.

In the event of an insolvency proceeding, S&P anticipates that the
company would file for protection under the auspices of the U.S.
federal bankruptcy court system and would unlikely involve other
foreign jurisdiction.

Simulated Default Scenario

S&P's simulated default scenario contemplates a default in 2020 due
to deteriorating operating performance, as a result of lower
consumer spending, increased competition, loss of key customers, or
unsuccessful product launches.  This scenario could lead to VIP
Cinema's cash flows deteriorating substantially, triggering a
payment default.

S&P's default level EBITDA reflects the level of fixed charge
obligations assumed at default and consists of $21 million in debt
service requirements and $1.5 million in capex.  S&P assumes
covenants would be amended through the path to default up to a
threshold before the company defaults.

S&P believes the company would continue to have a viable business
model if it were to default, given its established relationships
with exhibitors, reputation and track record of timely delivery
quality products, and recurring needs for replacement and
aftermarket parts.  Therefore, in evaluating the recovery prospects
for debt holders, S&P has valued the company on a going-concern
basis using a 5x multiple of our projected emergence-level EBITDA:

   -- Emergence EBITDA: $32.6 million
   -- Multiple: 5x
   -- Gross recovery value: $163 million

S&P's emergence-level EBITDA of $32.6 million takes into
consideration a 5% cyclical rebound and 40% operational adjustment
to reflect some recoupment of sales volume and cost-cutting efforts
that improve margins over and above the default level EBITDA.

Simplified recovery waterfall

   -- Net recovery value for waterfall after admin expenses (5%):
      $155 million
   -- Obligor/nonobligor valuation split: 100%/0%
   -- Estimated priority claims: $0 million
   -- Remaining recovery value: $155 million
   -- Estimated first-lien claim: $184 million
   -- Value available for first-lien claim: $155 million
   -- Recovery range: 70%-90% (at the upper end)
   -- Estimated second-lien claim: $48 million
   -- Value available for second-lien claim: $0 million
   -- Recovery range: 0%-10%


WEATHERFORD INTERNATIONAL: Reports $549M Net Loss in Q4
-------------------------------------------------------
Weatherford International plc reported a net loss attributable to
the Company of $549 million on $1.40 billion of total net revenues
for the three months ended Dec. 31, 2016, compared to a net loss
attributable to the Company of $1.20 billion on $2.01 billion of
total net revenues for the three months ended Dec. 31, 2015.

For the year ended Dec. 31, 2016, Weatherford reported a net loss
attributable to the Company of $3.39 billion on $5.74 billion of
total net revenues compared to a net loss attributable to the
Company of $1.98 billion on $9.43 billion of total net revenues for
the year ended Dec. 31, 2015.

Krishna Shivram, chief executive officer, stated, "During 2016, we
took the necessary steps to secure our liquidity and provide a
runway from which the Company can become consistently profitable
and free cash flow positive.  We also removed a significant level
of fixed costs, while still achieving the best safety record in the
company's history and measurably improving our service quality and
performance.

"I am pleased with our fourth quarter results.  Revenue grew by 4%
sequentially, despite approximately $40 million of lost revenue as
we idled our U.S. pressure pumping business during the quarter.
Sequential operating income incrementals were 68%, easily exceeding
our targeted 50%.  Excluding the land drilling rig business,
revenue grew 4% with operating income incrementals of 73%, clearly
exhibiting the power of increased revenue spread over a low and
efficient fixed cost base.

"North America revenue grew 8% and would have increased 17%, if we
continued our pressure pumping activities for the full quarter.
Both the U.S. and Canada grew strongly on land while offshore Gulf
of Mexico weakened.  Incrementals in North America were 104% as we
removed costs throughout the fourth quarter.  Operating losses in
North America were $58 million including a loss of $29 million
related to the pressure pumping business, which would have been
negatively impacted by another $20 million had this business
continued through the quarter.

"International revenue grew 2% while operating margins improved
slightly.  In Latin America, activity levels were weak in Mexico,
Venezuela and Brazil; restructuring of the industry in Argentina
placed downward pressure on pricing, while activity in Colombia
surged.  Eastern Hemisphere revenue grew 4% sequentially with 168
basis point margin improvement and 39% incrementals.  Product sales
were approximately $40 million higher than the normal quarterly
level.  The North Sea and Russia experienced a seasonal slowdown.
Sub-Sahara Africa activity declined in Angola and Nigeria while
Asia-Pacific benefited from product sales in Australia and
Malaysia.  The Middle East/North Africa region was positively
impacted by higher product sales as well as the start-up of
activities on several of the service contracts won over the last
six months.  We expect to start-up on the remaining service
contracts in early 2017.
Free cash flow from operations was $171 million, driven by working
capital improvements, and after successful debt and equity raises
totaling $996 million during the quarter, net debt was reduced by
$507 million to $6.5 billion."

Shivram continued, "After a protracted period of relentless cost
structure transformation, implementation of disciplined financial
metrics and the overall realignment of our Company, Weatherford is
now well positioned with a streamlined portfolio to make material
progress in operating results and to deleverage our balance sheet.

"As supply and demand fundamentals continue to steadily improve, we
stand at the beginning of a multi-year cycle of increased spending
by our customers, almost entirely focused on developing mature
reservoirs, principally on land.  We are perfectly aligned to
benefit from the attributes of this kind of cycle as it plays to
our strengths on land in Well Construction, Completions and
Artificial Lift.

"We are now emerging from the downturn as a much stronger
organization.  With a transformed cost structure, and a
much-improved balance sheet, we are committed to delivering the
difference for our clients through innovation, collaboration and
fit-for-purpose solutions.  Our focus is centered on service
quality, safety, customer engagement, talent management and further
strengthening a culture of accountability.  As we execute on this
'Back to the Basics' strategy, we expect stronger financial results
will naturally follow."

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

                     https://is.gd/86VjFD

                       About Weatherford

Ireland-based Weatherford International plc (NYSE: WFT) --
http://www.weatherford.com/-- is one of the largest multinational
oilfield service companies providing innovative solutions,
technology and services to the oil and gas industry.  The Company
operates in over 100 countries and has a network of approximately
1,000 locations, including manufacturing, service, research and
development, and training facilities and employs approximately
31,000 people.  

As of Sept. 30, 2016, Weatherford had $12.63 billion in total
assets, $10.25 billion in total liabilities and $2.38 billion in
total shareholders' equity.

Weatherford reported a net loss attributable to the Company of
$1.98 billion for the year ended Dec. 31, 2015, following a net
loss of attributable to the Company of $584 million for the year
ended Dec. 31, 2014.

                         *     *     *

In November 2016, Fitch Ratings has downgraded the ratings for
Weatherford and its subsidiaries, including the companies'
Long-Term Issuer Default Ratings (IDRs) to 'CCC' from 'B+'.

In November 2016, S&P Global Ratings lowered its corporate credit
rating on Weatherford International to 'B+' from 'BB-'.  "The
downgrade reflects our revised free operating cash flow estimates
for Weatherford following weaker-than-anticipated cash inflows in
the third quarter," said S&P Global Ratings credit analyst Carin
Dehne-Kiley.


WEST VIRGINIA HIGH: Unsecureds to Get 100% in 12 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 its first amended joint
disclosure statement explaining their first amended joint plan of
reorganization, dated Feb. 3, 2017.

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 over 3 years in 12
consecutive, equal, quarterly installments, with the first payment
due no later than 60 days after the Effective Date.

The initial plan originally proposed to pay the Unsecured Claimants
in 4 quarterly payments.

The Debtors will fund payments to creditors with Allowed Claims in
Classes 2, 3, 4, 5 and 6 with:

   (i) the net proceeds of their operating revenue,

  (ii) the net proceeds generated from the Avoidance Actions and
the Huntington Causes of Action, and

(iii) unrestricted cash held by the Debtors which is projected to
be in excess of $1,000,000 on the Effective Date.

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

          http://bankrupt.com/misc/wvnb1-16-00806-249.pdf

                About West Virginia High

West Virginia High 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.


WINDMILL RUN: Fannie Mae Has $308K Allowable Postpetition Claim
---------------------------------------------------------------
Judge Letitia Z. Paul of the United States Bankruptcy Court for the
Southern District of Texas, Galveston Division, has held a joint
trial in the adversary proceeding captioned WINDMILL RUN
ASSOCIATES, LTD., Plaintiff, v. FEDERAL NATIONAL MORTGAGE
ASSOCIATION, AND OAK GROVE COMMERCIAL MORTGAGE, Defendants, ADV.
NO. 15-8013 (Bankr. S.D. Tex.), and the bankruptcy case captioned
IN RE WINDMILL RUN ASSOCIATES, LTD., Debtor, CASE NO.
15-80319-G3-11 (Bankr. S.D. Tex.), on the "Amended Motion for (i)
Allowance of Secured Claim and Reasonable Fees, Costs, and Charges
Pursuant to 11 U.S.C. section 506(b) and Fed. R. Bankr. P. 2016 and
(ii) Estimation of Future Costs Pursuant to 11 U.S.C. section
502(c)."

The debtor, Windmill Run Associates, Ltd., built and managed a
76-unit apartment complex in Sweeny, Texas, as a Low Income Housing
Tax Credit (LIHTC) property, subject to a Land Use Restriction
Agreement (LURA).

Beginning in approximately 2010, Oak Grove Commercial Mortgage, a
private, for-profit, business servicing Windmill's debt on behalf
of the Federal National Mortgage Association under a loan servicing
agreement, made ever-increasing demands for repairs on the
property.  Although Windmill was never in default on payments of
principal and interest under the loan, the lawsuit alleged that Oak
Grove and Fannie Mae worked together in bad faith to drive toward a
foreclosure of Windmill's interest in the property.

Fannie Mae posted the property for a foreclosure sale to take place
on September 1, 2015.  The posting for foreclosure led to
Windmill's filing of a petition in a Chapter 11 case.  Fannie Mae
expected to recover its costs from Windmill under the loan
documents.

Windmill filed an adversary proceeding seeking avoidance and
recovery of an alleged preference pursuant to Sections 547 and 550
of the Bankruptcy Code.  Windmill asserted that Fannie Mae and Oak
Grove preferentially transferred to themselves in excess of $89,000
held in reserve accounts.  Windmill also asserted four separate
breaches of contract and sought declaratory judgment determining
that the amount of Fannie Mae's claim is no more than
$1,530,364.70, less any damages and attorney fees awarded to
Windmill.  Lastly, Windmill objected to Fannie Mae's claim and
sought an award of attorney fees and for costs attributable to
responding to Fannie Mae's motion for relief from stay.

Fannie Mae filed a 506(b) motion, seeking an allowance of
$646,825.42 in charges it asserted were incurred after the date of
filing of the bankruptcy petition.  It asserted that the charges
are composed of $520,379.91 in legal fees and expenses; $33,064.59
in expert witness fees; $10,784.87 in miscellaneous fees; and
$82,596.05 in net postpetition interest.  Windmill filed an
objection to the motion on October 7, 2016.

Judge Paul concluded that the Fannie Mae Charter Act enables Fannie
Mae to prosecute the case and adversary proceeding without the
filing of an assumed name certificate.  The judge also concluded
that there was a valid contract between the parties.  Nevertheless,
while each side in the adversary proceeding has asserted that the
other breached the contract, Judge Paul found that both sides were
in breach, such that neither may recover damages for breach of
contract.

Judge Paul also concluded that no declaratory judgment should issue
because Windmill presented no evidence in support of its claim for
declaratory judgment as to the amount of Fannie Mae's claim.

In relation to Windmill's objection to Fannie Mae's proof of claim,
Judge Paul concluded that the allowed amount of Fannie Mae's
prepetition claim is $1,738,763.34.  This amount would be
$1,530,364.70, reflecting the offset of the prepayment premium, in
the amount of $208,298.64, if Windmill were allowed to recover for
Fannie Mae's breach of contract.

As to Fannie Mae's 506(b) motion, Judge Paul concluded that Fannie
Mae's allowable postpetition claim under Section 506(b) is
$308,338.42, consisting of $248,817.00 for legal services to Bryan
Cave; $8,131.50 for the legal services of KCW; expert witness fees
of $33,064.59; and $18,325.33 in net post petition interest, after
application of the interest already paid postpetition.

A full-text copy of Judge Paul's January 31, 2017 memorandum
opinion is available at:

        http://bankrupt.com/misc/txsb15-80319-370.pdf

                      About Windmill Run

Windmill Run Associates, Ltd., based in Sweeny, TX, filed a Chapter
11 petition (Bankr. S.D. Tex. Case No. 15-80319) on August 29,
2015. The Hon. Letitia Z. Paul presides over the case. Edward L
Rothberg, Esq., at Hoover Slovacek, LLP, serves as bankruptcy
counsel.

In its petition, the Debtor estimated $1 million to $10 million in
assets and $1 million to $10 million in liabilities.  The petition
was signed by Frank Fonseca, president, operating G.P., Windmill
Run Development, Inc.


YP HOLDINGS: Moody's Lowers Corporate Family Rating to Caa1
-----------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating of YP Holdings LLC to Caa1 from B2 and changed the outlook
to negative based primarily on the acceleration of revenue erosion
in YP's digital advertising segment. The action also reflects
Moody's view that YP's weakening operating performance will weigh
heavily upon its efforts to refinance its term loan and revolver
which mature in June 2018. Moody's has also downgraded YP's
probability of default rating ("PDR") to Caa2-PD from B3-PD and its
secured rating to Caa1 from B2.

Issuer: YP Holdings LLC

Downgrades:

-- Probability of Default Rating, Downgraded to Caa2-PD from
B3-PD

-- Corporate Family Rating, Downgraded to Caa1 from B2

-- Senior Secured Bank Credit Facility, Downgraded to Caa1 (LGD3)
from B2 (LGD3)

Outlook Actions:

-- Outlook, Changed To Negative From Stable

RATINGS RATIONALE

YP's Caa1 CFR reflects the company's consistently declining
revenues in its legacy print directory segment and recent but
accelerating weakness in its digital segment. Also, the rating
reflects Moody's view that the digital advertising market faces
continued competitive disruption from both small and large players
in its ongoing evolution, and is largely dominated by scaled
operators that have significant market advantages compared to YP in
online and mobile presence and consumer engagement. The rating is
supported by YP's position as the largest print and digital yellow
pages business in the U.S. with predictable near-to-medium term
profitability. Following its recent term loan amendment the company
received a $30 million subordinated investment from its equity
sponsor, which was used to repay debt and which demonstrates a
willingness by the sponsor to help improve the company's capital
structure. Solid-but-declining EBITDA margins, good free cash flow
and low leverage also support the rating. Because the business has
very low capital intensity with capital expenditures typically
being below 3% of revenues, reasonably significant but declining
free cash flow is generated by its geographically diverse portfolio
of assets. However, Moody's believes YP will not generate enough
free cash flow to fully repay its upcoming term loan and revolver
at maturity.

Moody's believes that YP has weak liquidity primarily because the
company will likely not generate enough free cash flow to fully
repay its term loan and revolver at maturity, raising refinancing
risks for a business model facing continued fundamental growth
challenges. Moody's expects YP to generate approximately $175
million of free cash flow in 2017 which will more than cover its
near term obligations, but not enough to address the $316 million
term loan and $140 million ABL facility (outstanding as of 9/30/16)
which both mature in June of 2018.

The negative outlook reflects the risk that YP may not reverse its
current operating trends to facilitate the repayment or refinancing
of its term loan and revolver. The ratings are unlikely to be
upgraded due to the secular decline of the print business, a
declining and weakening digital segment, and low barriers to entry
in digital advertising. A negative rating action would ensue if
digital segment operating trends are not stabilized or reversed in
the next one to two quarters.

The principal methodology used in this rating was the Global
Publishing Industry published in December 2011.


YRC WORLDWIDE: Reports Q4 and Full-Year Results for 2016
--------------------------------------------------------
YRC Worldwide Inc. reported consolidated operating revenue for
fourth quarter 2016 of $1.148 billion and consolidated operating
income of $14.9 million, which included a $3.4 million gain on
property disposals.  As a comparison, for the fourth quarter 2015,
the Company reported consolidated operating revenue of $1.143
billion and a consolidated operating loss of $15.3 million, which
included a non-union pension settlement charge of $28.7 million and
a $0.4 million loss on property disposals.

Consolidated operating revenue for the year ended Dec. 31, 2016,
was $4.698 billion with consolidated operating income of $124.3
million, which included a $14.6 million gain on property disposals.
This compares to full-year 2015 consolidated operating revenue of
$4.832 billion with consolidated operating income of $93.0 million,
which included the settlement charge referenced above and a $1.9
million loss on property disposals.

In January 2017 the Company completed an amendment to its Term Loan
Credit Agreement to adjust the leverage ratio covenant from the
first quarter of 2017 through the fourth quarter of 2018, to reduce
uncertainty regarding its ongoing compliance with that covenant.

Financial Highlights

   * Fourth quarter 2016 operating income was $14.9 million
     compared to a loss of $15.3 million in 2015.  The fourth
     quarter 2015 results included the $28.7 million non-union
     pension settlement charge.  The full-year 2016 operating
     income increased to $124.3 million, an improvement of $31.3
     million compared to 2015.

   * On a non-GAAP basis, the Company generated Adjusted EBITDA of
     $57.7 million in fourth quarter 2016 for an Adjusted EBITDA
     margin of 5.0% compared to $66.0 million and 5.8% in the
     prior year comparable quarter.  Consolidated Adjusted EBITDA
     for full-year 2016 was $297.5 million with an adjusted EBITDA
     margin of 6.3% compared to $333.3 million and 6.9% in 2015.

   * The total debt-to-Adjusted EBITDA ratio for fourth quarter
     2016 was 3.40 times compared to 3.25 times for fourth quarter
     2015.  This complied with the 3.50 maximum total leverage
     ratio covenant as of Dec. 31, 2016, under the Term Loan
     Credit Agreement.

   * Reinvestment in the business continued in 2016 with $100.6
     million in capital expenditures and new operating leases for
     revenue equipment with a capital value equivalent of $152.5
     million, for a total of $253.1 million.  This is equal to
     5.4% of operating revenue for 2016 and represents a $13.4
     million increase over the $239.7 million invested in 2015.
     Tractors, trailers and technology were the primary
     investments during the quarter.

Operational Highlights

  * The consolidated operating ratio for fourth quarter 2016 was
    98.7 compared to 101.3 for the same period in 2015.  YRC
    Freight's operating ratio was 100.0 compared to 102.9 in
    fourth quarter 2015 and the Regional segment improved its
    operating ratio by 160 basis points to 96.1.

  * For full-year 2016, improved yield from continued pricing
    discipline contributed to a consolidated operating ratio of
    97.4 compared to 98.1 in 2015.  YRC Freight improved its
    operating ratio by 120 basis points to 98.2 while the Regional
    segment reported a 95.3 operating ratio compared to 95.2 in
    2015.

  * Fourth quarter 2016 tonnage per day increased 1.9% at YRC
    Freight with no change at the Regional segment compared to
    fourth quarter 2015.

  * At YRC Freight, excluding fuel surcharge, fourth quarter 2016
    revenue per shipment increased 0.5% and revenue per
    hundredweight decreased by 1.5% when compared to the same
    period in 2015.  Including fuel surcharge, revenue per
    shipment increased 0.2% and revenue per hundredweight
    decreased by 1.8%.

  * At the Regional segment, excluding fuel surcharge, fourth
    quarter 2016 revenue per shipment increased 0.9% and revenue
    per hundredweight increased 0.3% when compared to the fourth
    quarter 2015.  Including fuel surcharge, revenue per shipment
    increased 1.0% and revenue per hundredweight increased 0.4%.

  * With a continued focus on safety, fourth quarter 2016
    liability claims expense decreased by $13.8 million and
    workers' compensation expense decreased by $3.1 million   
    compared to fourth quarter 2015.

Liquidity Update

   * At Dec. 31, 2016, the company had cash and cash equivalents
     and Managed Accessibility (as defined in the company's most
     recently filed periodic reports on Forms 10-K and 10-Q) under
     its ABL facility totaling $181.1 million compared to $209.3
     million as of Dec. 31, 2015.

   * For the full-year 2016, cash provided by operating activities
     was $103.1 million compared to $140.8 million in 2015.

"In the fourth quarter 2016, year-over-year tonnage per day was up
at YRC Freight and flat at the Regional segment," said James Welch,
chief executive officer at YRC Worldwide.  "However, YRC Freight's
year-over-year revenue per hundredweight declined which impacted
its ability to offset cost increases during the quarter. Our
pricing strategy remains focused on profitability while delivering
award-winning customer service.  Overall, we believe pricing
discipline in the LTL space remains stable," stated Welch.

"During the quarter we used our liquidity position to pay down a
portion of the term loan, further derisking the balance sheet and
reducing long-term debt to the lowest level since 2005.  The term
loan amendment allows us to maintain our focus on running the
business and positioning the Company for long-term success.

"Despite the soft industrial conditions and lower fuel surcharge
revenue during the year, we reported the highest full-year
operating income since 2006.  We also increased our capital value
equivalent investments, including technology and new tractors and
trailers for the fifth consecutive year.  Until we see a stronger
freight environment it is critical that our investments and
self-help actions drive improvements," concluded Welch.

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

                     https://is.gd/j4lAy3

                      About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers  

its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

YRC Worldwide reported net income attributable to common
shareholders of $700,000 on $4.83 billion of operating revenue for
the year ended Dec. 31, 2015, compared to a net loss attributable
to common shareholders of $85.8 million on $5.06 billion of
operating revenue for the year ended Dec. 31, 2014.

As of Sept. 30, 2016, the Company had $1.87 billion in total
assets, $2.21 billion in total liabilities and a total
shareholders' deficit of $342.2 million.

                          *    *    *

As reported by the TCR on Feb. 18, 2014, Moody's Investors Service
had upgraded the Corporate Family Rating for YRC Worldwide from
'Caa3' to 'B3', following the successful closing of its
refinancing transactions.

In the Aug. 11, 2015 TCR report, Standard & Poor's Ratings
Services said that it has raised its corporate credit rating on
YRC Worldwide to 'B-' from 'CCC+'.

"The upgrade reflects YRC's earnings growth and improved liquidity
position, along with our belief that gradual improvement in the
company's operating performance will result in credit measures
that are commensurate with the rating," said Standard & Poor's
credit analyst Michael Durand.


[*] Turnaround Firm CR3 Partners' Official Launch Announced
-----------------------------------------------------------
The leadership of CR3 Partners, LLC, revealed on Feb. 6, 2017, the
details of their newly-formed national turnaround and performance
improvement firm.  CR3 Partners, founded by renowned industry
expert William Snyder, and 17 partners from Deloitte CRG,
Chrysalis, Winter Harbor, and BDO launches with more than 40
experienced professionals based out of offices in New York, Boston,
Charlotte, Chicago, Dallas, Houston and Irvine. A key constituency
of the newly created CR3 Partners is the inclusion of the entire
team of East Coast-based Chrysalis Management LLC, led by founder,
Cynthia Romano.

The leadership reported that in its first 90 days, CR3 Partners has
already been engaged by more than a dozen clients in a variety of
industries including light manufacturing, oil and gas, agriculture,
building products, architecture and construction, restaurants,
consumer products, apparel and nonprofits. The current client
roster also already includes six bankruptcies.

"I am delighted that the band is back together, so to speak," said
William Snyder. "Since so many of us have worked well together in
the past, the integration has been remarkably seamless, and we've
been able to direct our attention immediately to client
engagements. With leadership from the Big 4 and key boutiques
alike, our new organization can be responsive to urgent situations
and creative in our solutions without being hamstrung by complex
regulatory structures, and without costly overhead."

All of CR3's partners have significant track records in building
firms, and many have already worked together at the predecessor
practices at Corporate Revitalization Partners LLC, CRG Partners
LLC, Chrysalis Management LLC and Deloitte.   Snyder, and several
CR3 partners, founded Corporate Revitalization Partners (CRP) in
2001 and in 2007 merged with The Recovery Group, Inc. (TRG) to form
CRG Partners. In 2012, CRG Partners was acquired by Deloitte. The
third iteration of the "CR brand" CR3, capitalizes on a unique
opportunity to leverage this seasoned team of previous CR partners,
turnaround professionals and interim managers in the development of
new markets.

"Already known individually for our ability to identify and
implement operational and financial improvement strategies that
quickly deliver measurable results, CR3 Partners is poised to
deliver great value to any transition, stressed, or distressed
situation," added William Snyder.   "Whether in advisory or
interim/transitional CxO roles, CR3 professionals have long been
key counselors to middle market companies who need top-tier
leadership."

CR3 Partners' Founding Partners are:

     Gene Baldwin
     Greg Baracato
     Mark Barbeau
     Jim Bazet
     Rob Carringer
     Eric Danner
     John R. Gordon, Jr.
     Sugi Hadiwijaya
     Michael Juniper
     Dustin Lough
     Don Martin
     Paul Ravaris
     Cynthia Romano
     Brandon Smith
     William Snyder
     Tracy Streckenbach
     Barak Tulin
     Antony Walker
     CR3 Partners, LLC
     100 Park Ave, 16th Floor
     New York, NY 10017
     Tel: 800-728-7176   

          - and -

     CR3 Partners, LLC
     13727 Noel Road, Suite 200
     Dallas, TX 75240

                      About CR3 Partners, LLC

CR3 Partners, LLC -- http://www.cr3partners.com/-- is a national
turnaround and performance improvement firm. We assist, guide and
collaborate with management teams facing any sort of transition,
stress or distress. Whether improving an operating inefficiency,
solving a working capital shortfall, providing urgent crisis
management, or guiding a company through a bankruptcy, our seasoned
team of executives will quickly assess, stabilize and implement the
best options for each situation. Our team is relied upon by middle
market companies nationwide who seek senior-level counsel, be it in
an advisory or in a more structured interim management or CxO role.



[^] BOOK REVIEW: Risk, Uncertainty and Profit
---------------------------------------------
Author:  Frank H. Knight
Publisher:  Beard Books
Softcover:  381 pages
List Price:  $34.95
Review by Gail Owens Hoelscher

Order your personal copy today at
http://www.beardbooks.com/beardbooks/risk_uncertainty_and_profit.html

The tenets Frank H. Knight sets out in this, his first book,
have become an integral part of modern economic theory. Still
readable today, it was included as a classic in the 1998 Forbes
reading list. The book grew out of Knight's 1917 Cornell
University doctoral thesis, which took second prize in an essay
contest that year sponsored by Hart, Schaffner and Marx. In it,
he examined the relationship between knowledge on the part of
entrepreneurs and changes in the economy. He, quite famously,
distinguished between two types of change, risk and uncertainty,
defining risk as randomness with knowable probabilities and
uncertainty as randomness with unknowable probabilities. Risk,
he said, arises from repeated changes for which probabilities
can be calculated and insured against, such as the risk of fire.
Uncertainty arises from unpredictable changes in an economy,
such as resources, preferences, and knowledge, changes that
cannot be insured against. Uncertainty, he said "is one of the
fundamental facts of life."

One of the larger issues of Knight's time was how the
entrepreneur, the central figure in a free enterprise system,
earns profits in the face of competition. It was thought that
competition would reduce profits to zero across a sector because
any profits would attract more entrepreneurs into the sector and
increase supply, which would drive prices down, resulting in
competitive equilibrium and zero profit.

Knight argued that uncertainty itself may allow some
entrepreneurs to earn profits despite this equilibrium.
Entrepreneurs, he said, are forced to guess at their expected
total receipts. They cannot foresee the number of products they
will sell because of the unpredictability of consumer
preferences. Still, they must purchase product inputs, so they
base these purchases on the number of products they guess they
will sell. Finally, they have to guess the price at which their
products will sell. These factors are all uncertain and
impossible to know. Profits are earned when uncertainty yields
higher total receipts than forecasted total receipts. Thus,
Knight postulated, profits are merely due to luck. Such
entrepreneurs who "get lucky" will try to reproduce their
success, but will be unable to because their luck will
eventually turn.

At the time, some theorists were saying that when this luck runs
out, entrepreneurs will then rely on and substitute improved
decision making and management for their original
entrepreneurship, and the profits will return. Knight saw
entrepreneurs as poor managers, however, who will in time fail
against new and lucky entrepreneurs. He concluded that economic
change is a result of this constant interplay between new
entrepreneurial action and existing businesses hedging against
uncertainty by improving their internal organization.

Frank H. Knight has been called "among the most broad-ranging
and influential economists of the twentieth century" and "one of
the most eclectic economists and perhaps the deepest thinker and
scholar American economics has produced." He stands among the
giants of American economists that include Schumpeter and Viner.
His students included Nobel Laureates Milton Friedman, George
Stigler and James Buchanan, as well as Paul Samuelson. At the
University of Chicago, Knight specialized in the history of
economic thought. He revolutionized the economics department
there, becoming one the leaders of what has become known as the
Chicago School of Economics. Under his tutelage and guidance,
the University of Chicago became the bulwark against the more
interventionist and anti-market approaches followed elsewhere in
American economic thought. He died in 1972.


                            *********

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 2017.  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
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The TCR subscription rate is $975 for 6 months delivered via
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                   *** End of Transmission ***